Certified Annual Shareholder Report for Management Investment Companies (n-csr)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM N-CSR

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:	12/31/2013

ITEM 1.

REPORT TO STOCKHOLDERS

December 31, 2013

Annual Report

to Shareholders

Cash Reserve Fund   Prime Series

Contents

Cash Reserve Fund — Prime Series

3 Portfolio Management Review

7 Statement of Assets and Liabilities

8 Statement of Operations

9 Statement of Changes in Net Assets

10 Financial Highlights

13 Notes to Financial Statements

18 Report of Independent Registered Public Accounting Firm

19 Information About Your Fund's Expenses

20 Tax Information

Cash Management Portfolio

22 Investment Portfolio

40 Statement of Assets and Liabilities

41 Statement of Operations

41 Statement of Changes in Net Assets

43 Financial Highlights

44 Notes to Financial Statements

48 Report of Independent Registered Public Accounting Firm

49 Other Information

50 Advisory Agreement Board Considerations and Fee Evaluation

55 Board Members and Officers

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 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 Management Review (Unaudited)

Market Overview

All performance information below is historical and does not guarantee future results. Investment return and principal fluctuate, so your shares may be worth more or less when redeemed. Current performance may differ from performance data shown. Please visit dbadvisorsliquidity.com/US for the fund's most recent month-end performance. The 7-day current yield refers to the income paid by the fund over a 7-day period expressed as an annual percentage rate of the fund's shares outstanding. Yields fluctuate and are not guaranteed.

Investment Objective

The fund seeks to provide a high level of current income consistent with liquidity and the preservation of capital. The fund is a feeder fund that invests substantially all of its assets in a "master portfolio," the Cash Management Portfolio, which will invest directly in securities and other instruments. The Cash Management Portfolio has the same investment objective as the fund.

In the first quarter of 2013, the European sovereign debt problem, which had calmed considerably through the actions of the European Central Bank, flared up again as an issue for global investors when a banking crisis in Cyprus reached the boiling point; however, the crisis was quickly resolved. Meanwhile, the U.S. economy began to benefit from gradually increasing housing prices and steady, if unspectacular, employment gains. In late May 2013, equity and longer-term fixed-income investors were temporarily rattled by hints from the U.S. Federal Reserve Board (the Fed) that it could begin to taper its monthly asset purchases toward the end of 2013. By November 2013, U.S. job creation had picked up considerably, and speculation that the Fed would begin to taper in January or March 2014 started to build. When the Fed made its December 18, 2013 announcement that it would begin tapering in January 2014, financial markets took the news very much in stride. This was because a stream of more favorable economic data had increased overall investor confidence that the U.S. recovery is sustainable. In the money market area, we have seen a continued supply/demand imbalance, including a significant reduction in the supply of Treasury money market securities due to the shrinking federal budget deficit.

Fund Performance (as of December 31, 2013)

Performance is historical and does not guarantee future results. Current performance may be lower or higher than the performance data quoted.

An investment in this fund is not insured or guaranteed by the 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.

7-Day Current Yield — Prime Shares
December 31, 2013	.01%*
December 31, 2012	.01%*
7-Day Current Yield — Prime Institutional Shares
December 31, 2013	.01%*
December 31, 2012	.02%*
* The investment advisor has agreed to waive fees/reimburse expenses. Without such fee waivers/expense reimbursements, the 7-day current yield would have been lower.

Yields are historical, will fluctuate and do not guarantee future performance. The 7-day current yield refers to the income paid by the portfolio over a 7-day period expressed as an annual percentage rate of the fund's shares outstanding. Please visit our Web site at dbadvisorsliquidity.com/US for the product's most recent month-end performance.

Positive Contributors to Fund Performance

We were able to maintain a competitive yield for the fund during the period.

During the past 12 months ending December 31, 2013, we continued to hold a large percentage of portfolio assets in short-maturity instruments for yield, high credit quality and liquidity purposes. We also maintained a conservative average maturity, with fund assets broadly diversified among a number of sectors, including banks, asset-backed commercial paper, corporate issues, and sovereign and U.S. government debt. In addition, we focused on favorable geographical areas for money market investment, such as Canada, Australia, Scandinavia, the United States and Japan. Based on benign credit conditions and our belief that short-term rates will remain very low for a long period, we extended the fund's weighted average maturity moderately during the fourth quarter.

Negative Contributors to Fund Performance

The types of securities that we were investing in tended to have lower yields than issues carrying more risk. We preferred to be cautious during a time of market uncertainty. In the end this cost the fund some yield, but we believe that this represented a prudent approach to preserving principal.

Outlook and Positioning

The Fed's tapering of its quantitative easing program has begun, and we believe over time this should benefit money funds by increasing supply — i.e., by leaving more Treasury, agency and mortgage-backed securities in circulation as collateral for money market instruments. We believe this should, in turn, create some upward pressure on short-term rates. However, we believe that any bump up in supply, and resulting incremental increases in money market yields, will not be felt until later this year.

We continue our insistence on the highest credit quality within the fund. We also plan to maintain our conservative investment strategies and standards. We continue to apply a careful approach to investing on behalf of the fund and to seek competitive yield for our shareholders.

Portfolio Management Team

A group of investment professionals is responsible for the day-to-day management of the fund. These investment professionals have a broad range of experience managing money market funds.

The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.

Terms to Know

Sovereign debt is debt that is issued by a national government.

Mortgage-backed securities are bonds that are secured by mortgage debt.

Statement of Assets and Liabilities

as of December 31, 2013
Assets
Investment in Cash Management Portfolio, at value	$	841,131,347
Receivable for Fund shares sold		39,147
Other assets		20,419
Total assets		841,190,913
Liabilities
Distributions payable		1,039
Accrued Directors' fees		1,532
Other accrued expenses and payables		92,527
Total liabilities		95,098
Net assets, at value	$	841,095,815
Net Assets Consist of
Undistributed net investment income		53,130
Accumulated net realized gain (loss)		10,005
Paid-in capital		841,032,680
Net assets, at value	$	841,095,815
Net Asset Value
Prime Shares Net Asset Value, offering and redemption price per share ($651,790,720 ÷ 651,896,606 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 ($189,301,095 ÷ 189,360,682 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 year ended December 31, 2013
Investment Income
Income and expenses allocated from Cash Management Portfolio: Interest	$	1,853,091
Expenses*		(1,202,652	)
Net investment income allocated from Cash Management Portfolio		650,439
Expenses: Administration fee		859,395
Services to shareholders		534,475
Distribution and service fees		2,032,233
Professional fees		37,429
Reports to shareholders		77,424
Registration fees		56,645
Directors' fees and expenses		5,033
Other		23,683
Total expenses before expense reductions		3,626,317
Expense reductions		(3,061,748	)
Total expenses after expense reductions		564,569
Net investment income (loss)		85,870
Net realized gain (loss) allocated from Cash Management Portfolio		10,005
Net increase (decrease) in net assets resulting from operations	$	95,875

* Net of $204,068 Advisor reimbursement allocated from Cash Management Portfolio for the year ended December 31, 2013.

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

Statement of Changes in Net Assets

	Years Ended December 31,
Increase (Decrease) in Net Assets	2013			2012
Operations: Net investment income	$	85,870		$	134,859
Net realized gain (loss)		10,005			7,017
Net increase (decrease) in net assets resulting from operations		95,875			141,876
Distributions to shareholders from: Net investment income: Prime Shares		(65,218	)		(62,961	)
Prime Institutional Shares		(23,153	)		(71,847	)
Net realized gains: Prime Shares		(6,026	)		(5,033	)
Prime Institutional Shares		(1,829	)		(1,967	)
Total distributions		(96,226	)		(141,808	)
Fund share transactions: Proceeds from shares sold		1,824,228,835			2,212,642,750
Reinvestment of distributions		86,206			127,037
Payments for shares redeemed		(1,888,941,164	)		(2,440,765,338	)
Net increase (decrease) in net assets from Fund share transactions		(64,626,123	)		(227,995,551	)
Increase (decrease) in net assets		(64,626,474	)		(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 $53,130 and $56,469, respectively)	$	841,095,815		$	905,722,289

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

Financial Highlights

Prime Shares
	Years Ended December 31,
	2013			2012			2011			2010			2009
Selected Per Share Data
Net asset value, beginning of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Income from investment operations: Net investment income		.000	*		.000	*		.000	*		.000	*		.001
Net realized gain (loss)		.000	*		.000	*		.000	*		.001			.000	*
Total from investment operations		.000	*		.000	*		.000	*		.001			.001
Less distributions from: Net investment income		(.000	) *		(.000	) *		(.000	) *		(.000	) *		(.001	)
Net realized gains		(.000	) *		(.000	) *		—			—			—
Total distributions		(.000	) *		(.000	) *		(.000	) *		(.000	) *		(.001	)
Net asset value, end of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return (%) a		.01			.01			.02			.01			.10
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		652			659			620			754			850
Ratio of expenses before expense reductions, including expenses allocated from Cash Management Portfolio (%)		.68			.68			.69			.67			.72
Ratio of expenses after expense reductions, including expenses allocated from Cash Management Portfolio (%)		.21			.28			.24			.31			.55
Ratio of net investment income (%)		.01			.01			.01			.01			.08
a Total return would have been lower had certain expenses not been reduced. * Amount is less than $.0005.

Prime Institutional Shares
	Years Ended December 31,
	2013			2012			2011			2010			2009
Selected Per Share Data
Net asset value, beginning of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Income from investment operations: Net investment income		.000	*		.000	*		.000	*		.001			.003
Net realized gain (loss)		.000	*		.000	*		.000	*		.001			.000	*
Total from investment operations		.000	*		.000	*		.000	*		.002			.003
Less distributions from: Net investment income		(.000	) *		(.000	) *		(.000	) *		(.001	)		(.003	)
Net realized gains		(.000	) *		(.000	) *		—			—			—
Total distributions		(.000	) *		(.000	) *		(.000	) *		(.001	)		(.003	)
Net asset value, end of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return (%) a		.01			.02			.02			.05			.32
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		189			247			514			589			557
Ratio of expenses before expense reductions, including expenses allocated from Cash Management Portfolio (%)		.30			.30			.30			.29			.35
Ratio of expenses after expense reductions, including expenses allocated from Cash Management Portfolio (%)		.21			.27			.24			.27			.32
Ratio of net investment income (%)		.01			.02			.01			.05			.32
a Total return would have been lower had certain expenses not been reduced. * Amount is less than $.0005.

Managed Shares
	Years Ended December 31,				Period Ended 12/31/11 a
	2013		2012		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 (%)		1.57		1.22		2.26	*
Ratio of expenses after expense reductions, including expenses allocated from Cash Management Portfolio (%)		.22		.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

A. Organization and Significant Accounting Policies

Cash Reserve Fund — Prime Series (the "Fund") is a diversified series of Cash Reserve Fund, Inc., (the "Corporation") 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 December 31, 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, 2013 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.

At December 31, 2013, the Fund's components of distributable earnings (accumulated losses) on a tax basis were as follows:

Undistributed ordinary income

63,135

In addition, the tax character of the distributions was characterized as follows:

	Years Ended December 31,
	2013		2012
Distributions from ordinary income*	$	96,226	$	141,808

* For tax purposes, short-term capital gain distributions are considered ordinary income distributions.

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 September 30, 2013, the Advisor had 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%.

Effective October 1, 2013 through September 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 0.29%.

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.

For the year ended December 31, 2013, the Administration Fee was $859,395, of which $513,863 was waived and $562 is unpaid.

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 year ended December 31, 2013, the amounts charged to the Fund by DISC were as follows:

	Total Aggregated		Waived		Unpaid at December 31, 2013
Prime Shares	$	486,938	$	486,938	$	—
Prime Institutional Shares		33,909		28,669		4,437
Managed Shares		45		45		—
	$	520,892	$	515,652	$	4,437

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 year ended December 31, 2013, the Distribution Fee was as follows:

		Total Aggregated				Waived				Annual Effective Rates
Prime Shares		$	1,587,684			$	1,587,684				.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 year ended December 31, 2013, the shareholder servicing fee was as follows:

	Total Aggregated		Waived		Annual Effective Rates
Prime Shares	$	444,543	$	444,543		.00	%
Managed Shares		6		6		.00	%
	$	444,549	$	444,549

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 year ended December 31, 2013, the amount charged to the Fund by DIMA included in Statement of Operations under "reports to shareholders" aggregated $23,397, of which $8,292 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:

	Year Ended December 31, 2013						Year Ended December 31, 2012
	Shares			Dollars			Shares			Dollars
Shares sold
Prime Shares		712,101,839		$	712,101,839			751,948,646		$	751,948,646
Prime Institutional Shares		1,112,126,996			1,112,126,996			1,460,694,104			1,460,694,104
				$	1,824,228,835					$	2,212,642,750
Shares issued to shareholders in reinvestment of distributions
Prime Shares		65,466		$	65,466			61,802		$	61,802
Prime Institutional Shares		20,740			20,740			65,235			65,235
				$	86,206					$	127,037
Shares redeemed
Prime Shares		(719,406,221	)	$	(719,406,221	)		(712,723,994	)	$	(712,723,994	)
Prime Institutional Shares		(1,169,534,943	)		(1,169,534,943	)		(1,728,041,344	)		(1,728,041,344	)
				$	(1,888,941,164	)				$	(2,440,765,338	)
Net increase (decrease)
Prime Shares		(7,238,916	)	$	(7,238,916	)		39,286,454		$	39,286,454
Prime Institutional Shares		(57,387,207	)		(57,387,207	)		(267,282,005	)		(267,282,005	)
				$	(64,626,123	)				$	(227,995,551	)

Report of Independent Registered Public Accounting Firm

To the Directors of Cash Reserve Fund, Inc. and Shareholders of Cash Reserve Fund — Prime Series:

In our opinion, the accompanying statement of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Cash Reserve Fund — Prime Series (hereafter referred to as the "Fund'') at December 31, 2013, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements'') are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Boston, Massachusetts

February 21, 2014

PricewaterhouseCoopers LLP

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 (July 1, 2013 to December 31, 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 December 31, 2013 (Unaudited)
Actual Fund Return*	Prime Shares		Prime Institutional Shares		Managed Shares
Beginning Account Value 7/1/13	$	1,000.00	$	1,000.00	$	1,000.00
Ending Account Value 12/31/13	$	1,000.06	$	1,000.06	$	1,000.00
Expenses Paid per $1,000**	$	.91	$	.91	$	.96
Hypothetical 5% Fund Return*	Prime Shares		Prime Institutional Shares		Managed Shares
Beginning Account Value 7/1/13	$	1,000.00	$	1,000.00	$	1,000.00
Ending Account Value 12/31/13	$	1,024.30	$	1,024.30	$	1,024.25
Expenses Paid per $1,000**	$	.92	$	.92	$	.97

* 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 184 (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	.18%	.18%	.19%

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.

Tax Information (Unaudited)

A total of 2.89% of the dividends distributed during the fiscal year was derived from interest on U.S. government securities, which is generally exempt from state income tax.

Please contact a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please call (800) 728-3337.

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

Investment Portfolio as of December 31, 2013

	Principal Amount ($)		Value ($)

Certificates of Deposit and Bank Notes 10.2%
Banco del Estado de Chile:
0.21%, 2/18/2014		48,111,000		48,111,000
0.26%, 5/14/2014		15,300,000		15,300,000
0.26%, 5/15/2014		50,000,000		50,000,000
Bank of Tokyo-Mitsubishi UFJ Ltd., 0.2%, 2/7/2014		38,011,000		38,011,000
BNP Paribas, 0.2%, 2/3/2014		72,500,000		72,500,000
China Construction Bank Corp., 0.4%, 1/30/2014		127,000,000		127,000,000
DNB Bank ASA:
0.17%, 4/4/2014		129,000,000		129,000,000
0.21%, 5/27/2014		125,000,000		125,000,000
DZ Bank AG, 0.25%, 3/17/2014		105,000,000		105,000,000
Industrial & Commercial Bank of China Ltd.:
0.4%, 1/21/2014		45,750,000		45,750,000
0.4%, 1/22/2014		45,000,000		45,000,000
International Business Machines Corp., 1.25%, 5/12/2014		35,000,000		35,122,578
Kreditanstalt Fuer Wiederaufbau:
0.211%, 2/28/2014		50,000,000		49,995,080
0.22%, 4/11/2014		82,000,000		81,991,759
Mitsubishi UFJ Trust & Banking Corp., 0.21%, 1/28/2014		36,924,000		36,924,000
Mizuho Bank Ltd.:
0.21%, 4/1/2014		58,000,000		58,000,000
0.22%, 1/15/2014		93,643,000		93,643,000
0.22%, 2/26/2014		169,076,000		169,076,000
Nordea Bank Finland PLC:
0.25%, 1/6/2014		100,000,000		100,000,000
0.25%, 1/14/2014		100,000,000		100,000,000
Norinchukin Bank:
0.22%, 1/14/2014		65,000,000		65,000,000
0.22%, 2/14/2014		60,100,000		60,100,000
0.22%, 3/18/2014		50,000,000		50,000,000
Rabobank Nederland NV:
0.245%, 6/12/2014		140,000,000		140,000,000
0.405%, 1/8/2014		44,000,000		44,001,150
Skandinaviska Enskilda Banken AB, 0.275%, 5/8/2014		100,000,000		99,998,239
Sumitomo Mitsui Banking Corp.:
0.11%, 1/6/2014		9,750,000		9,750,000
0.21%, 2/18/2014		32,500,000		32,500,000
Toronto-Dominion Bank, 0.2%, 2/12/2014		1,750,000		1,750,000
Wells Fargo Bank NA, 0.2%, 5/27/2014		38,000,000		38,000,000
Total Certificates of Deposit and Bank Notes (Cost $2,066,523,806)				2,066,523,806

Commercial Paper 38.5%
Issued at Discount** 31.3%
Antalis U.S. Funding Corp.:
144A, 0.11%, 1/2/2014		22,000,000		21,999,933
144A, 0.14%, 1/3/2014		31,642,000		31,641,754
Australia & New Zealand Banking Group Ltd.:
0.17%, 3/4/2014		57,160,000		57,143,265
0.19%, 3/4/2014		85,000,000		84,972,186
Bank Nederlandse Gemeenten:
0.21%, 1/24/2014		23,564,000		23,560,838
0.22%, 4/22/2014		150,000,000		149,898,250
0.22%, 6/17/2014		150,000,000		149,846,917
0.23%, 1/24/2014		20,000,000		19,997,061
Barclays Bank PLC, 0.15%, 1/7/2014		125,000,000		124,996,875
Bedford Row Funding Corp.:
144A, 0.26%, 7/25/2014		23,000,000		22,965,947
144A, 0.3%, 4/22/2014		35,000,000		34,967,625
144A, 0.31%, 10/27/2014		77,000,000		76,801,746
144A, 0.42%, 1/3/2014		53,125,000		53,123,760
BNZ International Funding Ltd.:
144A, 0.17%, 3/5/2014		76,500,000		76,477,241
144A, 0.23%, 5/14/2014		90,000,000		89,923,525
Caisse Centrale Desjardins:
0.175%, 2/19/2014		24,000,000		23,994,283
0.18%, 3/26/2014		100,000,000		99,958,000
0.22%, 1/29/2014		70,500,000		70,487,937
Caisse des Depots et Consignations:
144A, 0.18%, 3/17/2014		50,000,000		49,981,250
144A, 0.2%, 3/24/2014		87,500,000		87,460,139
144A, 0.2%, 6/24/2014		21,000,000		20,979,700
Coca-Cola Co.:
0.11%, 1/13/2014		10,004,000		10,003,633
0.14%, 1/30/2014		16,116,000		16,114,182
Collateralized Commercial Paper Co., LLC:
0.22%, 3/17/2014		172,000,000		171,921,167
0.22%, 4/15/2014		178,000,000		177,886,871
Collateralized Commercial Paper II Co., LLC:
144A, 0.22%, 1/16/2014		132,500,000		132,487,854
144A, 0.22%, 3/18/2014		50,000,000		49,976,778
Commonwealth Bank of Australia, 144A, 0.22%, 5/6/2014		50,000,000		49,961,806
DBS Bank Ltd.:
144A, 0.235%, 3/11/2014		60,000,000		59,972,975
144A, 0.245%, 4/21/2014		85,000,000		84,936,368
Dexia Credit Local:
0.2%, 2/20/2014		25,000,000		24,993,056
0.325%, 8/18/2014		100,000,000		99,793,264
0.325%, 8/19/2014		50,000,000		49,896,181
DNB Bank ASA:
0.22%, 5/2/2014		40,000,000		39,970,422
0.22%, 5/7/2014		123,500,000		123,404,905
0.24%, 3/5/2014		44,700,000		44,681,226
0.24%, 3/7/2014		148,786,000		148,721,526
Erste Abwicklungsanstalt:
144A, 0.15%, 2/26/2014		99,100,000		99,076,877
144A, 0.19%, 1/10/2014		42,050,000		42,048,003
144A, 0.19%, 1/24/2014		58,000,000		57,992,959
0.194%, 2/10/2014		50,000,000		49,989,167
144A, 0.2%, 1/10/2014		99,000,000		98,995,050
0.2%, 1/31/2014		80,000,000		79,986,667
0.2%, 2/4/2014		35,000,000		34,993,389
0.2%, 2/10/2014		40,000,000		39,991,111
0.21%, 4/9/2014		70,000,000		69,959,983
0.215%, 3/6/2014		50,000,000		49,980,889
Exxon Mobil Corp., 0.075%, 2/12/2014		24,111,000		24,108,890
General Electric Capital Corp.:
0.06%, 1/9/2014		5,136,000		5,135,932
0.23%, 3/4/2014		56,700,000		56,677,540
0.24%, 1/8/2014		90,000,000		89,995,800
0.24%, 1/14/2014		143,000,000		142,987,607
Gotham Funding Corp.:
144A, 0.15%, 1/7/2014		14,422,000		14,421,639
144A, 0.18%, 1/27/2014		25,000,000		24,996,750
144A, 0.18%, 2/6/2014		50,000,000		49,991,000
144A, 0.19%, 3/6/2014		30,250,000		30,239,782
Hannover Funding Co., LLC:
0.2%, 1/31/2014		25,000,000		24,995,833
0.22%, 1/22/2014		16,000,000		15,998,133
Johnson & Johnson, 144A, 0.05%, 1/7/2014		200,000,000		199,998,333
Kells Funding LLC:
144A, 0.17%, 4/2/2014		45,000,000		44,980,662
144A, 0.185%, 1/14/2014		1,136,000		1,135,924
144A, 0.24%, 1/13/2014		24,500,000		24,498,040
144A, 0.25%, 8/12/2014		51,700,000		51,619,937
Kreditanstalt Fuer Wiederaufbau:
144A, 0.145%, 3/3/2014		100,000,000		99,975,431
144A, 0.16%, 1/6/2014		1,259,000		1,258,972
LMA Americas LLC, 144A, 0.17%, 1/10/2014		58,500,000		58,497,514
Manhattan Asset Fdg., 144A, 0.165%, 1/27/2014		50,000,000		49,994,042
Matchpoint Master Trust:
0.215%, 2/3/2014		90,094,000		90,076,244
0.215%, 2/10/2014		35,000,000		34,991,639
MetLife Short Term Funding LLC:
144A, 0.13%, 1/21/2014		2,276,000		2,275,836
144A, 0.17%, 2/26/2014		24,846,000		24,839,430
144A, 0.2%, 1/21/2014		6,500,000		6,499,278
144A, 0.21%, 6/2/2014		14,900,000		14,886,789
144A, 0.24%, 2/27/2014		30,000,000		29,988,600
144A, 0.25%, 2/3/2014		34,400,000		34,392,117
Nestle Capital Corp., 144A, 0.13%, 4/3/2014		2,484,000		2,483,175
New York Life Capital Corp.:
144A, 0.1%, 2/5/2014		8,640,000		8,639,160
144A, 0.1%, 2/25/2014		15,000,000		14,997,708
Nieuw Amsterdam Receivables Corp., 144A, 0.16%, 1/2/2014		3,870,000		3,869,983
Nordea Bank AB:
0.16%, 2/10/2014		2,644,000		2,643,530
0.22%, 3/24/2014		32,000,000		31,983,964
Nordea North America, Inc., 0.255%, 1/14/2014		100,000,000		99,990,792
Old Line Funding LLC, 144A, 0.23%, 6/5/2014		32,785,000		32,752,534
Oversea-Chinese Banking Corp., Ltd., 0.25%, 3/5/2014		60,000,000		59,974,275
PepsiCo, Inc., 0.06%, 1/7/2014		50,000,000		49,999,500
Procter & Gamble Co.:
0.08%, 3/3/2014		150,000,000		149,979,667
0.09%, 3/11/2014		45,000,000		44,992,237
Province of Quebec Canada:
0.08%, 1/14/2014		2,136,000		2,135,938
0.1%, 1/9/2014		80,000,000		79,998,222
PSP Capital, Inc.:
0.1%, 1/3/2014		4,000,000		3,999,978
0.12%, 1/15/2014		14,000,000		13,999,347
Regency Markets No. 1 LLC, 144A, 0.13%, 1/3/2014		8,000,000		7,999,942
Scaldis Capital LLC, 0.19%, 2/12/2014		100,000,000		99,977,833
Sinopec Century Bright Capital Investment Ltd., 0.33%, 1/16/2014		40,000,000		39,994,500
Skandinaviska Enskilda Banken AB, 0.28%, 5/8/2014		48,500,000		48,452,093
Standard Chartered Bank:
0.26%, 2/4/2014		65,000,000		64,984,039
0.27%, 5/19/2014		260,760,000		260,490,113
0.29%, 5/1/2014		190,000,000		189,816,333
Swedbank AB:
0.24%, 5/8/2014		50,700,000		50,657,074
0.255%, 5/6/2014		200,000,000		199,822,917
0.255%, 5/7/2014		25,000,000		24,977,687
Toronto-Dominion Holdings (U.S.A.), Inc, 0.12%, 1/6/2014		1,050,000		1,049,982
United Overseas Bank Ltd.:
0.17%, 2/18/2014		511,000		510,884
0.18%, 2/5/2014		110,000,000		109,980,750
Victory Receivables Corp., 144A, 0.18%, 2/3/2014		49,703,000		49,694,799
Walt Disney Co., 0.1%, 3/24/2014		30,000,000		29,993,167
Working Capital Management Co., 144A, 0.19%, 1/9/2014		8,999,000		8,998,620
				6,318,212,978
Issued at Par* 7.2%
Alpine Securitzation, 144A, 0.2%, 2/7/2014		180,250,000		180,250,000
ASB Finance Ltd., 144A, 0.26%, 6/11/2014		53,000,000		53,000,000
Atlantic Asset Securitization LLC:
144A, 0.194%, 2/27/2014		100,000,000		100,000,000
144A, 0.2%, 2/11/2014		50,000,000		49,999,527
Australia and New Zealand Banking Group Ltd., 144A, 0.157%, 4/7/2014		72,000,000		71,990,437
Barton Capital LLC, 144A, 0.184%, 3/27/2014		40,000,000		40,000,000
Fairway Finance LLC, 144A, 0.198%, 6/6/2014		25,000,000		25,000,000
Kells Funding LLC:
144A, 0.198%, 2/3/2014		100,000,000		100,000,000
144A, 0.227%, 10/22/2014		198,500,000		198,481,606
144A, 0.238%, 10/10/2014		75,000,000		75,000,000
144A, 0.255%, 11/17/2014		48,800,000		48,799,775
Nederlandse Waterschapsbank NV:
144A, 0.217%, 8/13/2014		150,000,000		150,000,000
144A, 0.248%, 11/3/2014		100,000,000		100,000,000
144A, 0.278%, 8/15/2014		67,200,000		67,200,000
PNC Bank NA:
0.25%, 3/17/2014		91,189,000		91,189,000
0.25%, 4/23/2014		63,500,000		63,500,000
Versailles Commercial Paper LLC, 144A, 0.227%, 2/7/2014		48,500,000		48,500,000
				1,462,910,345
Total Commercial Paper (Cost $7,781,123,323)				7,781,123,323

Government & Agency Obligations 2.6%
Other Government Related (a) 0.6%
European Investment Bank, 3.0%, 4/8/2014		61,700,000		62,146,776
International Bank for Reconstruction & Development, 0.15%*, 7/23/2014		61,600,000		61,602,966
				123,749,742
U.S. Government Sponsored Agencies 1.4%
Federal Home Loan Bank:
0.048%**, 1/21/2014		30,000,000		29,999,167
0.059%**, 2/10/2014		12,500,000		12,499,167
0.125%, 6/18/2014		12,100,000		12,097,187
0.13%, 3/19/2014		26,000,000		25,998,973
0.14%, 5/22/2014		18,000,000		17,999,162
Federal Home Loan Mortgage Corp.:
0.072%**, 1/8/2014		15,000,000		14,999,767
0.08%**, 4/24/2014		47,500,000		47,488,072
0.09%**, 5/22/2014		15,000,000		14,994,713
0.106%**, 1/23/2014		12,500,000		12,499,160
1.375%, 2/25/2014		27,000,000		27,050,003
Federal National Mortgage Association:
0.118%**, 2/24/2014		22,500,000		22,495,950
1.25%, 2/27/2014		25,000,000		25,042,701
2.75%, 3/13/2014		27,629,000		27,766,532
				290,930,554
U.S. Treasury Obligations 0.6%
U.S. Treasury Bills:
0.007%**, 1/30/2014		500,000		499,997
0.009%**, 5/22/2014		3,400,000		3,398,801
0.046%**, 1/9/2014		748,000		747,992
0.065%**, 2/20/2014		2,715,000		2,714,755
0.065%**, 2/20/2014		2,000,000		1,999,819
0.07%**, 2/27/2014		4,650,000		4,649,485
0.108%**, 4/3/2014		2,638,000		2,637,272
U.S. Treasury Notes:
1.25%, 2/15/2014		25,000,000		25,036,933
2.125%, 11/30/2014		15,000,000		15,268,709
2.625%, 7/31/2014		20,200,000		20,488,141
4.0%, 2/15/2014		33,000,000		33,155,143
				110,597,047
Total Government & Agency Obligations (Cost $525,277,343)				525,277,343

Short-Term Notes* 14.1%
Australia & New Zealand Banking Group Ltd., 144A, 0.306%, 11/19/2014		120,700,000		120,700,000
Bank of Nova Scotia:
0.24%, 4/9/2014		200,000,000		200,000,000
0.25%, 1/10/2014		135,000,000		135,000,000
0.26%, 9/3/2014		62,000,000		62,000,000
0.304%, 7/24/2014		85,000,000		85,000,000
Canadian Imperial Bank of Commerce, 0.28%, 5/16/2014		176,750,000		176,750,195
Commonwealth Bank of Australia, 144A, 0.24%, 6/11/2014		165,000,000		165,000,000
JPMorgan Chase Bank NA, 0.32%, 4/22/2019		164,250,000		164,250,000
Kommunalbanken AS:
144A, 0.15%, 2/26/2014		33,000,000		33,000,000
144A, 0.15%, 3/5/2014		100,000,000		100,000,000
Kreditanstalt Fuer Wiederaufbau, 0.423%, 1/17/2014		60,000,000		60,006,267
National Australia Bank Ltd., 144A, 0.965%, 4/11/2014		28,765,000		28,820,815
Rabobank Nederland NV:
0.189%, 4/30/2014		50,000,000		50,000,000
0.239%, 6/12/2014		151,500,000		151,500,000
0.273%, 5/8/2014		85,000,000		85,000,000
0.308%, 1/27/2014		150,000,000		150,000,000
0.328%, 12/1/2014		190,500,000		190,500,000
Royal Bank of Canada:
0.25%, 12/11/2014		83,000,000		83,000,000
0.28%, 4/17/2014		28,500,000		28,500,000
0.28%, 6/17/2014		53,500,000		53,500,000
0.3%, 2/28/2014		115,000,000		115,000,000
Svensk Exportkredit AB, 144A, 0.17%, 6/17/2014		66,600,000		66,600,000
Svenska Handelsbanken AB, 144A, 0.325%, 10/3/2014		168,000,000		168,000,000
Wells Fargo Bank NA:
0.217%, 3/7/2014		125,000,000		125,000,000
0.23%, 11/24/2014		17,810,000		17,810,000
0.25%, 12/10/2014		125,000,000		125,000,000
Westpac Banking Corp.:
0.257%, 5/9/2014		107,500,000		107,500,000
0.28%, 4/28/2014		15,000,000		15,000,000
Total Short-Term Notes (Cost $2,862,437,277)				2,862,437,277

Time Deposits 3.3%
Credit Agricole Corporate & Investment Bank, 0.04%, 1/2/2014		628,633,792		628,633,791
National Australia Bank Ltd., 0.01%, 1/2/2014		31,500,000		31,500,000
Total Time Deposits (Cost $660,133,791)				660,133,791

Municipal Investments 8.0%
Appling County, GA, Development Authority, State Power Co., Plant Hatch Project, 0.05%***, 9/1/2041		1,300,000		1,300,000
Arizona, Nuveen Premium Income Municipal Fund, Inc., Series T30017-I, 144A, 0.15%***, 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, 0.26%***, 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, 0.26%***, 7/1/2041, LIQ: Bank of America NA		40,000,000		40,000,000
BlackRock MuniYield Fund, Inc., Series W-7-2514, 144A, AMT, 0.26%***, 7/1/2041, LIQ: Bank of America NA		25,000,000		25,000,000
California, State General Obligation, 0.21%, 1/7/2014		15,600,000		15,600,000
California, State Kindergarten, Series A5, 0.02%***, 5/1/2034, LOC: Citibank NA		1,350,000		1,350,000
California, State University Revenue, 0.1%, 1/6/2014		95,614,000		95,612,672
California, Wells Fargo Stage Trust, Series 25C, 144A, 0.08%***, 11/1/2041, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA		6,000,000		6,000,000
Channahon, IL, Morris Hospital Revenue, 0.05%***, 12/1/2034, LOC: U.S. Bank NA		5,125,000		5,125,000
Chicago, IL, 0.17%, 3/11/2014		53,300,000		53,282,633
Colorado, RBC Municipal Products, Inc. Trust, Series E-25, 144A, AMT, 0.09%***, 8/29/2014, LIQ: Royal Bank of Canada, LOC: Royal Bank of Canada		22,000,000		22,000,000
De Kalb County, GA, Development Authority, 0.14%, 2/11/2014		625,000		624,958
Florida, North Broward Hospital District, Series A, 0.04%***, 1/15/2031, LOC: TD Bank NA		15,050,000		15,050,000
Forsyth, MT, Pollution Control Revenue, PacifiCorp Project, 0.03%***, 1/1/2018, LOC: JPMorgan Chase Bank NA		5,600,000		5,600,000
Harris County, TX, Cultural Education, 144A, 0.2%, 3/5/2014		25,000,000		25,000,000
Hawaii, Wells Fargo Stage Trust, Series 54C, 144A, 0.08%***, 4/1/2029, GTY: Freddie Mac, LIQ: Wells Fargo Bank NA		9,235,000		9,235,000
Illinois, State Educational Facilities Authority, Field Museum of Natural History, 144A, 0.04%***, 11/1/2032, LOC: JPMorgan Chase Bank NA		28,900,000		28,900,000
Illinois, State Finance Authority Revenue, OSF Healthcare Systems, Series F, 0.04%***, 11/15/2037, LOC: Barclays Bank PLC		30,000,000		30,000,000
Illinois, State Finance Authority Revenue, Presbyterian Homes, 0.07%***, 9/1/2024, LOC: Northern Trust Co.		18,655,000		18,655,000
Illinois, Wells Fargo Stage Trust, Series 50C, 144A, 0.08%***, 11/15/2035, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA		9,110,000		9,110,000
Irvine, CA, Improvement Bond ACT 1915, Limited Obligation-Reassessment District, Series A, 0.02%***, 9/2/2050, LOC: U.S. Bank NA, California State Teacher's Retirement System		4,100,000		4,100,000
Johnson City, TN, Health & Educational Facilities Board, Hospital Revenue, Mountain States Health Alliance, Series B, 0.13%***, 8/15/2043, LOC: U.S. Bank NA		11,075,000		11,075,000
Kentucky, State Housing Corp. Revenue, Series O, 0.13%***, 1/1/2036, SPA: State Street Bank & Trust Co.		15,720,000		15,720,000
Louisville & Jefferson County, KY, Regional Airport Authority, UPS Worldwide Forwarding, Series A, AMT, 0.03%***, 1/1/2029		60,200,000		60,200,000
Maine, State Housing Authority, Mortgage Revenue, Series E-2, AMT, 0.06%***, 11/15/2041, SPA: State Street Bank & Trust Co.		8,000,000		8,000,000
Maryland, State Health & Higher Educational Facilities Authority Revenue, Adventist Health Care, Series A, 0.06%***, 1/1/2035, LOC: Union Bank NA		28,900,000		28,900,000
Massachusetts, State Central Artery, Series B, 0.02%***, 12/1/2030, SPA: U.S. Bank NA		4,550,000		4,550,000
Metropolitan Washington, DC, Airport Authority Systems Revenue:
Series C-1, 144A, AMT, 0.04%***, 10/1/2033, LOC: Barclays Bank PLC		58,415,000		58,415,000
Series C-2, 0.05%***, 10/1/2039, LOC: Barclays Bank PLC		13,690,000		13,690,000
Michigan, Finance Authority, School Loan:
Series B, 0.13%***, 9/1/2050, LOC: PNC Bank NA		25,000,000		25,000,000
Series C, 0.13%***, 9/1/2050, LOC: Bank of Montreal		21,000,000		21,000,000
Michigan, RBC Municipal Products, Inc. Trust:
Series L-27, 144A, AMT, 0.1%***, 3/1/2031, LIQ: Royal Bank of Canada, LOC: Royal Bank of Canada		19,245,000		19,245,000
Series L-25, 144A, AMT, 0.1%***, 9/1/2033, LIQ: Royal Bank of Canada, LOC: Royal Bank of Canada		51,745,000		51,745,000
Minnesota, State Office of Higher Education Revenue, Supplementary Student:
Series B, AMT, 0.05%***, 12/1/2043, LOC: U.S. Bank NA		12,250,000		12,250,000
Series A, AMT, 0.05%***, 10/1/2046, LOC: U.S. Bank NA		22,500,000		22,500,000
Series A, 0.14%***, 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 C, 144A, 0.02%***, 11/1/2035, GTY: Chevron Corp.		1,320,000		1,320,000
Series I, 0.02%***, 11/1/2035, GTY: Chevron Corp.		4,095,000		4,095,000
New Hampshire, State Health & Education Facilities Authority Revenue, Higher Education Loan Corp., Series A, 0.11%***, 12/1/2032, LOC: Royal Bank of Canada		17,116,000		17,116,000
New Jersey, RIB Floater Trust, Series 14WE, 144A, 0.11%***, 7/3/2017, LIQ: Barclays Bank PLC , LOC: Barclays Bank PLC		32,000,000		32,000,000
New Jersey, State Housing & Mortgage Finance Agency, Multi-Family Housing Revenue, Series C, 0.12%***, 11/1/2039, LOC: Bank of America NA		9,930,000		9,930,000
New Mexico, Wells Fargo Stage Trust, Series 40C, 144A, 0.08%***, 8/1/2039, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA		9,265,000		9,265,000
New York, Metropolitan Transportation Authority, Dedicated Tax Fund, Series A-1, 0.06%***, 11/1/2031, LOC: Morgan Stanley Bank		20,650,000		20,650,000
New York, State Housing Finance Agency Revenue, 88 Leonard Street, Series A, 144A, 0.13%***, 11/1/2037, LOC: Landesbank Hessen-Thuringen		11,750,000		11,750,000
New York, State Housing Finance Agency Revenue, Housing West 29th LLC, Series A, 0.03%***, 5/1/2045, LOC: Wells Fargo & Co.		19,950,000		19,950,000
New York, State Urban Development Corp. Revenue, Series A3C, 0.05%***, 3/15/2033, SPA: JPMorgan Chase Bank NA		29,000,000		29,000,000
New York City, NY, Municipal Water Finance Authority, Water & Sewer Systems Revenue:
Series B-3, 0.03%***, 6/15/2045, SPA: State Street Bank & Trust Co.		1,250,000		1,250,000
Series TR-T30001-I, 144A, 0.15%***, 6/15/2044, LIQ: Citibank NA		8,000,000		8,000,000
New York City, NY, Municipal Water Finance Authority, Water & Sewer Systems Revenue, Generation Resolution, Series FF-1, 0.03%***, 6/15/2044, SPA: Bank of America NA		5,950,000		5,950,000
New York City, NY, Municipal Water Finance Authority, Water & Sewer Systems Revenue, Second Generation Resolution, Fiscal 2014, Series AA-1, 0.02%***, 6/15/2050, SPA: JPMorgan Chase Bank NA		33,000,000		33,000,000
Nuveen Dividend Advantage Municipal Fund, Series T30016-I, 144A, 0.15%***, 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 Housing Finance Agency, Residential Mortgage Revenue, Mortgage-Backed Securities Program, Series N, AMT, 0.06%***, 9/1/2036, SPA: State Street Bank & Trust Co.		72,600,000		72,600,000
Ohio, University Hospitals Health System, Inc., Hospital Revenue, Series C, 0.13%, 1/15/2050, LOC: Barclays Bank PLC		25,000,000		25,000,000
Ohio, Wells Fargo Stage Trust, Series 12C, 144A, 0.08%***, 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, 0.08%***, 9/1/2037, LIQ: Wells Fargo Bank NA		43,245,000		43,245,000
Palm Beach County, FL, Benjamin Private School Project Revenue, 0.07%***, 7/1/2025, LOC: Northern Trust Co.		11,075,000		11,075,000
Pennsylvania, State Economic Development Financing Authority, Unemployment Compensation Revenue, Series C, 0.05%***, 7/1/2024, LOC: PNC Bank NA		29,065,000		29,065,000
Puerto Rico, RIB Floater Trust, Series 8WE, 144A, 0.11%***, 9/30/2014, LOC: Barclays Bank PLC		27,000,000		27,000,000
San Jose, CA, Financing Authority, Series F, 0.09%***, 6/1/2034, LOC: Bank of America NA		56,760,000		56,760,000
Tennessee, Tennergy Corp., Gas Revenue, Stars Certificates, Series 2006-001, 0.12%***, 5/1/2016, LIQ: BNP Paribas, LOC: BNP Paribas		19,100,000		19,100,000
Texas, Dallas Performing Arts Cultural Facilities Corp., Center for the Performing Arts Foundation, Series B, 144A, 0.05%***, 9/1/2041, LOC: JPMorgan Chase Bank NA		58,510,000		58,510,000
Texas, State Veterans Housing Assistance Fund II, Series A, 144A, AMT, 0.08%***, 6/1/2034, SPA: Landesbank Hessen-Thuringen		16,200,000		16,200,000
Virginia, Capital Beltway Funding Corp., Toll Revenue, Series D, 0.03%***, 12/31/2047, LOC: Bank of Nova Scotia		50,000,000		50,000,000
Virginia, Federal Home Loan Mortgage Corp., Multi-Family Variable Rate Certificates, "A", Series M024, AMT, 0.1%***, 7/15/2050, LIQ: Freddie Mac		18,610,000		18,610,000
Volusia County, FL, Housing Finance Authority, Multi-Family Housing Revenue, Cape Morris Cove Apartments, Series A, AMT, 0.06%***, 10/15/2042, LOC: JPMorgan Chase Bank NA		6,140,000		6,140,000
Washington, State Health Care Facilities Authority, Multicare Health Systems, Series D, 0.03%***, 8/15/2041, LOC: Barclays Bank PLC		3,740,000		3,740,000
Total Municipal Investments (Cost $1,612,406,263)				1,612,406,263

Repurchase Agreements 17.1%
Federal Reserve Bank of New York, 0.03%, dated 12/31/2013, to be repurchased at $3,000,005,000 on 1/2/2014 (b)		3,000,000,000		3,000,000,000
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
The Toronto-Dominion Bank, 0.06%, dated 12/31/2013, to be repurchased at $110,000,367 on 1/2/2014 (d)		110,000,000		110,000,000
Total Repurchase Agreements (Cost $3,460,000,000)				3,460,000,000

	% of Net Assets		Value ($)

Total Investment Portfolio (Cost $18,967,901,803) †		93.8		18,967,901,803
Other Assets and Liabilities, Net		6.2		1,246,340,349
Net Assets		100.0		20,214,242,152

* 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 December 31, 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 December 31, 2013.

† The cost for federal income tax purposes was $18,967,901,803.

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

(b) Collateralized by $3,538,275,200 U.S. Treasury Bond, 3.0%, maturing on 5/15/2042 with a value of $3,000,005,018.

Principal Amount ($)		Security	Rate (%)		Maturity Date	Collateral Value ($)
	3,473,658	Access Group, Inc.		0.418–1.538	11/22/2024– 10/27/2025		3,497,076
	14,997	Ally Auto Receivables Trust		2.23	3/15/2016		15,128
	1,000,000	AmeriCredit Automobile Receivables Trust		2.64	10/10/2017		1,030,213
	2,626,863	Babson CLO, Inc.		0.471	1/18/2021		2,581,555
	170,000	Banc of America Commercial Mortgage Trust		5.747	2/10/2051		188,426
	3,255,000	Banc of America Merrill Lynch Commercial Mortgage, Inc.		4.933	7/10/2045		3,428,243
	985,866,640	Bear Stearns Commercial Mortgage Securities Trust		0.099	2/11/2044		10,231,617
	58,721	Brazos Higher Education Authority		0.356	9/25/2023		58,676
	15,151	Chase Funding Trust		0.745	11/25/2034		14,101
	17,032,000	Chase Issuance Trust		0.267–0.587	5/16/2016– 11/16/2020		17,019,076
	2,607,513	Citigroup Mortgage Loan Trust, Inc.		0.81	8/25/2035		2,553,756
	27,070,297	College Loan Corp Trust I		0.328–5.22	4/15/2025– 1/25/2047		24,158,498
	836,748	Collegiate Funding Services Education Loan Trust		0.337	12/28/2021		1,161,109
	898,840,513	Commercial Mortgage Trust		0.095	12/10/2049		8,683,564
	4,186,968	Conseco Finance Home Equity Loan Trust		8.0	6/15/2032		4,587,357
	28,289,001	GCO Education Loan Funding Trust		0.368	5/25/2025		27,604,758
	14,029,297	Goal Capital Funding Trust		0.358	11/25/2026		15,158,622
	1,786,841	GSAMP Trust		1.065	10/25/2034		1,574,710
	4,475,000	Higher Education Funding I	Zero Coupon		1/1/2044		3,335,219
	5,000,000	ING IM CLO Ltd.		1.384	4/15/2024		4,908,695
	485,124,755	JP Morgan Chase Commercial Mortgage Securities Trust		0.064	12/12/2044		897,408
	86,494,771	KKR Financial CLO Corp.		0.994	10/15/2017		86,311,547
	145,235,366	LB-UBS Commercial Mortgage Trust		0.208	11/15/2040		535,212
	6,654,428	Merrill Lynch Mortgage Investors Trust		0.365	8/25/2036		6,449,443
	136,510,822	Morgan Stanley Capital I Trust		1.221	6/15/2044		6,329,461
	5,194,160	Nelnet Student Loan Trust		0.318–0.398	11/23/2022– 1/25/2037		5,179,940
	983,768	Northstar Education Finance, Inc.		0.338– 0.448	5/28/2026– 10/28/2026		1,232,345
	6,400,000	OZLM Funding Ltd.		1.778	1/17/2026		6,390,964
	29,423,261	Regatta Funding Ltd.		0.493	6/15/2020		34,688,292
	383,567	Santander Drive Auto Receivables Trust		2.35–2.94	11/16/2015– 12/15/2017		386,155
	1,024,168	Scholar Funding Trust		0.567	10/28/2025		1,016,855
	3,179,552	SLC Private Student Loan Trust		4.75	6/15/2033		2,890,416
	23,000,000	SLM Private Credit Student Loan Trust		0.513–0.573	3/15/2024– 12/15/2039		20,279,435
	15,892,088	SLM Student Loan Trust		0.565–1.443	1/25/2021– 12/15/2033		15,884,696
	50,246,111	US Education Loan Trust IV LLC		0.35–0.369	3/1/2025– 9/1/2047		42,146,599
Total Collateral Value							362,409,167

(d) Collateralized by:

Principal Amount ($)		Security	Rate (%)		Maturity Date	Collateral Value ($)
	2,000,000	Alabama Power Capital Trust V		3.347	10/1/2042		1,879,200
	1,800,000	Altria Group, Inc.		4.0	1/31/2024		1,771,520
	1,000,000	American International Group, Inc.		3.375	8/15/2020		1,020,770
	604,000	Ameriprise Financial, Inc.		7.518	6/1/2066		672,714
	7,707,471	Australia & New Zealand Banking Group Ltd.		0.853–2.4	10/6/2015– 11/23/2016		7,970,511
	1,000,000	Bank of America Corp.		2.6	1/15/2019		1,010,645
	7,170,000	Bank of Montreal		1.3–2.63	10/31/2014– 1/30/2017		7,360,100
	5,836,403	Bank of Nova Scotia		1.05–2.15	3/20/2015– 8/3/2016		6,003,336
	4,530,000	Canadian Imperial Bank of Commerce		0.9–2.75	9/19/2014– 1/27/2016		4,699,629
	2,912,000	Citigroup, Inc.		1.3–5.375	11/15/2016– 5/15/2023		2,992,505
	763,706	Coca-Cola Co.		2.45	11/1/2020		746,044
	1,410,973	Colgate-Palmolive Co.		1.25	5/1/2014		1,418,597
	145,000	Comcast Corp.		2.85	1/15/2023		136,286
	500,000	Darden Restaurants, Inc.		4.5	10/15/2021		484,520
	1,000,000	DDR Corp.		3.5	1/15/2021		981,833
	1,000,000	Deutsche Bank AG		4.296	5/24/2028		916,745
	3,000,000	DIRECTV Holdings LLC		3.8	3/15/2022		2,905,437
	740,000	DNB Boligkreditt AS		2.1–2.9	10/14/2015– 3/29/2016		775,096
	3,000,000	Five Corners Funding Trust		4.419	11/15/2023		2,971,467
	3,591,614	Genworth Holdings, Inc.		4.8–4.9	8/15/2023– 2/15/2024		3,643,137
	200,000	Hartford Financial Services Group, Inc.		6.1	10/1/2041		232,926
	2,500,000	Hewlett-Packard Co.		4.65	12/9/2021		2,586,404
	2,200,000	Hydro-Quebec		8.05	7/7/2024		3,022,708
	2,738,746	International Business Machines Corp.		3.375	8/1/2023		2,713,337
	3,687,204	Johnson & Johnson		3.375–4.375	12/5/2023– 12/5/2033		3,697,191
	75,000	JPMorgan Chase & Co.		5.4	1/6/2042		83,027
	3,820,000	Lorillard Tobacco Co.		3.75	5/20/2023		3,501,874
	800,000	Molson Coors Brewing Co.		2.0	5/1/2017		806,227
	1,000,000	Morgan Stanley		5.0	11/24/2025		1,011,077
	2,410,000	National Australia Bank Ltd.		1.25–2.0	6/20/2017– 3/8/2018		2,387,801
	925,000	Norfolk Southern Corp.		3.85	1/15/2024		914,786
	3,500,000	Novartis Capital Corp.		4.125	2/10/2014		3,570,582
	3,000,000	Pacific LifeCorp		5.125	1/30/2043		2,817,350
	500,000	Piedmont Operating Partnership LP		3.4	6/1/2023		446,222
	3,250,000	Plains Exploration & Production Co.		6.5	11/15/2020		3,594,583
	2,000,000	PNC Financial Services Group, Inc.		6.75	NA		2,140,630
	3,475,000	Qwest Corp.		6.875	9/15/2033		3,406,345
	3,767,481	Royal Bank of Canada		0.625	12/4/2015		3,767,928
	3,000,000	Sumitomo Mitsui Trust Bank Ltd.		1.024	9/16/2016		3,015,654
	3,000,000	Thermo Fisher Scientific, Inc.		1.3–4.15	2/1/2017– 2/1/2024		2,983,628
	7,646,397	The Toronto-Dominion Bank		1.5–2.2	7/29/2015– 3/13/2017		7,903,813
	100,000	The Travelers Companies, Inc.		5.35	11/1/2040		110,600
	750,000	Trinity Acquisition PLC		6.125	8/15/2043		779,309
	3,250,000	Verizon Communications, Inc.		3.65–6.55	9/14/2018– 9/15/2043		3,852,398
	2,870,000	Westpac Banking Corp.		1.375–2.45	11/28/2016– 5/30/2018		2,812,592
	2,000,000	Yum! Brands, Inc.		3.875–5.35	11/1/2023– 11/1/2043		1,962,081
Total Collateral Value							114,481,165

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

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 level assigned to the securities valuations may not be an indication of the risk or liquidity 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 December 31, 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 (e)	$	—	$	15,507,901,803	$	—	$	15,507,901,803
Repurchase Agreements		—		3,460,000,000		—		3,460,000,000
Total	$	—	$	18,967,901,803	$	—	$	18,967,901,803

There have been no transfers between fair value measurement levels during the year ended December 31, 2013.

(e) 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 December 31, 2013
Assets
Investments: Investments in non-affiliated securities, valued at amortized cost	$	15,507,901,803
Repurchase agreements, valued at amortized cost		3,460,000,000
Total investments, valued at amortized cost		18,967,901,803
Cash		1,092,819,530
Receivable for investments sold		151,072,768
Interest receivable		4,778,848
Other assets		375,168
Total assets		20,216,948,117
Liabilities
Accrued management fee		1,741,688
Accrued Trustees' fees		322,246
Other accrued expenses and payables		642,031
Total liabilities		2,705,965
Net assets, at value	$	20,214,242,152

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

Statement of Operations

for the year ended December 31, 2013
Investment Income
Income: Interest	$	52,842,375
Expenses: Management fee		30,735,594
Administration fee		7,318,269
Custodian fee		296,803
Professional fees		260,360
Reports to shareholders		18,713
Trustees' fees and expenses		861,306
Other		472,263
Total expenses before expense reductions		39,963,308
Expense reductions		(5,810,733	)
Total expenses after expense reductions		34,152,575
Net investment income		18,689,800
Net realized gain (loss) from investments		269,542
Net increase (decrease) in net assets resulting from operations	$	18,959,342

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

Statement of Changes in Net Assets

	Years Ended December 31,
Increase (Decrease) in Net Assets	2013			2012
Operations: Net investment income	$	18,689,800		$	32,909,674
Net realized gain (loss)		269,542			149,845
Net increase (decrease) in net assets resulting from operations		18,959,342			33,059,519
Capital transactions in shares of beneficial interest: Proceeds from capital invested		203,102,122,625			209,300,376,621
Value of capital withdrawn		(207,716,596,936	)		(205,307,855,694	)
Net increase (decrease) in net assets from capital transactions in shares of beneficial interest		(4,614,474,311	)		3,992,520,927
Increase (decrease) in net assets		(4,595,514,969	)		4,025,580,446
Net assets at beginning of period		24,809,757,121			20,784,176,675
Net assets at end of period	$	20,214,242,152		$	24,809,757,121

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

Financial Highlights

	Years Ended December 31,
		2013	2012	2011	2010	2009
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		20,214	24,810	20,784	34,432	42,466
Ratio of expenses before expense reductions (%)		.16	.17	.16	.17	.16
Ratio of expenses after expense reductions (%)		.14	.14	.15	.16	.14
Ratio of net investment income (%)		.08	.14	.10	.16	.43
Total Return (%) a,b		.08	.14	.11	.17	.48
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.

Notes to Financial Statements

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 December 31, 2013, Cash Management Fund, Cash Reserves Fund Institutional, Cash Reserves Fund — Prime Series and DWS Money Market Series owned approximately 8%, 7%, 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 Fund'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 Fund's own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Securities held by the Fund 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 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 December 31, 2013, the Portfolio had investments in repurchase agreements with a gross value of $3,460,000,000. 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, 2013 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	%

For the period from January 1, 2013 through December 31, 2013, 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. This voluntary waiver or reimbursement may be terminated at any time at the option of the Advisor.

For the year ended December 31, 2013, the Advisor waived a portion of its management fee aggregating $5,810,733, and the amount charged aggregated $24,924,861, which was equivalent to an annual 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 year ended December 31, 2013, the Administration Fee was $7,318,269, of which $516,750 is unpaid.

Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain regulatory filing services to the Portfolio. For the year ended December 31, 2013, the amount charged to the Portfolio by DIMA included in the Statement of Operations under "reports to shareholders" aggregated $1,459, of which $872 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 December 31, 2013.

Report of Independent Registered Public Accounting Firm

To the Trustees and Holders of Beneficial Interest of Cash Management Portfolio:

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights presents fairly, in all material respects, the financial position of Cash Management Portfolio (hereafter referred to as the "Portfolio'') at December 31, 2013, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements'') are the responsibility of the Portfolio's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

Boston, Massachusetts

February 21, 2014

PricewaterhouseCoopers LLP

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 — dws-investments.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — 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 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 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.

Advisory Agreement Board Considerations and Fee Evaluation

Cash Reserve Fund — Prime Series (the "Fund"), a series of Cash Reserve Fund, Inc., invests all of its assets in Cash Management Portfolio (the "Portfolio") in order to achieve its investment objective. The Portfolio's Board of Trustees approved the renewal of the Portfolio's investment management agreement (the "Portfolio Agreement") with Deutsche Investment Management Americas Inc. ("DIMA") and the Fund's Board of Directors (which consists of the same members as the Board of Trustees of the Portfolio) approved the renewal of the Fund's investment management agreement with DIMA (the "Fund Agreement," and together with the Portfolio Agreement, the "Agreements") in September 2013. The Portfolio's Board of Trustees and the Fund's Board of Directors are collectively referred to as the "Board."

In terms of the process that the Board followed prior to approving the Agreements, shareholders should know that:

— In September 2013, all of the Portfolio's Trustees and the Fund's Directors were independent of DIMA and its affiliates.

— The Board met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board's Contract Committee, in coordination with the Board's Fixed Income and Asset Allocation Oversight Committee, reviewed comprehensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of performance, fees and expenses, and profitability compiled by a fee consultant retained by the Portfolio's and the Fund's Independent Trustees/Directors (the "Fee Consultant"). The Board also received extensive information throughout the year regarding performance of the Portfolio and the Fund.

— The Independent Trustees/Directors regularly meet privately with their independent counsel to discuss contract review and other matters. In addition, the Independent Trustees/Directors were also advised by the Fee Consultant in the course of their review of the Portfolio's and the Fund's contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.

— In connection with reviewing the Agreements, the Board also reviewed the terms of the Fund's Rule 12b-1 plan, distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.

— Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee's findings and recommendations.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA and its predecessors have managed the Portfolio and the Fund since their inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Portfolio and the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Portfolio and the Fund, and that the Fund Agreement was approved by the Fund's shareholders. DIMA is part of Deutsche Bank AG, a major global banking institution that is engaged in a wide range of financial services. The Board believes that there are advantages to being part of a global asset management business that offers a wide range of investing expertise and resources, including hundreds of portfolio managers and analysts with research capabilities in many countries throughout the world.

As part of the contract review process, the Board carefully considered the fees and expenses of each DWS fund overseen by the Board in light of the fund's performance. In many cases, this led to a negotiation with DIMA of lower expense caps as part of the 2012 and 2013 contract review processes than had previously been in place. As part of these negotiations, the Board indicated that it would consider relaxing these new lower caps in future years following sustained improvements in performance, among other considerations.

In June 2012, Deutsche Bank AG ("DB"), DIMA's parent company, announced that DB would combine its Asset Management (of which DIMA was a part) and Wealth Management divisions. DB has advised the Independent Trustees/Directors that the U.S. asset management business is a critical and integral part of DB, and that it has, and will continue to, reinvest a significant portion of the substantial savings it expects to realize by combining its Asset Management and Wealth Management divisions into the new Asset and Wealth Management ("AWM") division, including ongoing enhancements to its investment capabilities. DB also has confirmed its commitment to maintaining strong legal and compliance groups within the AWM division.

While shareholders may focus primarily on fund performance and fees, the Board considers these and many other factors, including the quality and integrity of DIMA's personnel and such other issues as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreements, including the scope of advisory services provided under the Agreements. The Board noted that, under the Agreements, DIMA provides portfolio management services to the Portfolio and the Fund and that, pursuant to separate administrative services agreements, DIMA provides administrative services to the Portfolio and the Fund. The Board considered the experience and skills of senior management and investment personnel, the resources made available to such personnel, the ability of DIMA to attract and retain high-quality personnel, and the organizational depth and stability of DIMA. The Board reviewed the Portfolio's and the Fund's performance over short-term and long-term periods and compared those returns to various agreed-upon performance measures, including a peer universe compiled by the Fee Consultant using information supplied by iMoneyNet, an independent fund data service. The Board also noted that it has put into place a process of identifying "Focus Funds" (e.g., funds performing poorly relative to their benchmark or a peer universe compiled by an independent fund data service), and receives more frequent reporting and information from DIMA regarding such funds, along with DIMA's remedial plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that for the one- and three-year periods ended December 31, 2012, the Fund's gross performance (Cash Reserve Prime Shares) was in the 2nd quartile and 3rd quartile, respectively, of the applicable iMoneyNet universe (the 1st quartile being the best performers and the 4th quartile being the worst performers).

Fees and Expenses. The Board considered the Portfolio's and the Fund's investment management fee schedules and the Fund's operating expenses and total expense ratios, and comparative information provided by Lipper Inc. ("Lipper") and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Portfolio and the Fund, which include 0.03% and 0.10% fees paid to DIMA under the respective administrative services agreements, were higher than the median (3rd quartile) of the applicable Lipper peer group (based on Lipper data provided as of December 31, 2012). The Board noted that, although shareholders of the Fund indirectly bear the Portfolio's management fee, the Fund does not charge an additional investment management fee. The Board noted that the Fund's total (net) operating expenses, which include Portfolio expenses allocated to the Fund, were higher than the median of the applicable Lipper expense universe for the Prime Institutional Shares (3rd quartile), Managed Shares (4th quartile) and Cash Reserve Prime Shares (4th quartile) (based on Lipper data provided as of December 31, 2012). The Board considered the Portfolio's management fee rate as compared to fees charged by DIMA to comparable funds and considered differences between the Portfolio and the comparable funds. The Board also considered how the Fund's total (net) operating expenses compared to the total (net) operating expenses of a more customized peer group selected by Lipper (based on such factors as asset size). The Board noted the expense limitation agreed to by DIMA. The Board also noted the significant voluntary fee waivers implemented by DIMA to ensure the Fund maintained a positive yield.

The information considered by the Board as part of its review of management fees included information regarding fees charged by DIMA and its affiliates to similar institutional accounts and to similar funds offered primarily to European investors ("DWS Europe funds"), in each case as applicable. The Board observed that advisory fee rates for institutional accounts generally were lower than the management fees charged by similarly managed DWS U.S. mutual funds ("DWS Funds"), but also took note of the differences in services provided to DWS Funds as compared to institutional accounts. In the case of DWS Europe funds, the Board observed that fee rates for DWS Europe funds generally were higher than for similarly managed DWS Funds, but noted that differences in the types of services provided to DWS Funds relative to DWS Europe funds made it difficult to compare such fees.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA.

Profitability. The Board reviewed detailed information regarding revenues received by DIMA under the Agreements. The Board considered the estimated costs and pre-tax profits realized by DIMA from advising the DWS Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DWS and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA's methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed information regarding the profitability of certain similar investment management firms. The Board noted that while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates' overall profitability with respect to the DWS fund complex (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of many comparable firms for which such data was available.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Portfolio and the Fund and whether the Portfolio and the Fund benefit from any economies of scale. The Board noted that the Portfolio's management fee schedule includes fee breakpoints. The Board concluded that the Portfolio's and the Fund's fee schedules represent an appropriate sharing between the Portfolio and the Fund, as the case may be, and DIMA of such economies of scale as may exist in the management of the Portfolio and the Fund at current asset levels.

Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Portfolio and the Fund and any fees received by an affiliate of DIMA for distribution services. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities, along with the incidental public relations benefits to DIMA related to DWS Funds advertising and cross-selling opportunities among DIMA products and services. The Board concluded that management fees were reasonable in light of these fallout benefits.

Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience and seniority of both DIMA's chief compliance officer and the Fund's chief compliance officer; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreements is in the best interests of the Portfolio and the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees/Directors and their independent counsel present. It is possible that individual Trustees/Directors may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreements.

Board Members and Officers

The following table presents certain information regarding the Board Members and Officers of the fund. Each Board Member's year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Kenneth C. Froewiss, Chairman, DWS Mutual Funds, P.O. Box 78, Short Hills, NJ 07078. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the fund. Because the fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.

Independent Board Members
Name, Year of Birth, Position with the Fund and Length of Time Served 1	Business Experience and Directorships During the Past Five Years	Number of Funds in DWS Fund Complex Overseen	Other Directorships Held by Board Member
Kenneth C. Froewiss (1945) Chairperson since 2013, and Board Member since 2001	Adjunct Professor of Finance, NYU Stern School of Business (September 2009–present; Clinical Professor from 1997–September 2009); Member, Finance Committee, Association for Asian Studies (2002–present); Director, Mitsui Sumitomo Insurance Group (US) (2004–present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996)	103	—
William McClayton (1944) Vice Chairperson since 2013, and Board Member since 2004	Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001–2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966–2001); Trustee, Ravinia Festival	103	—
John W. Ballantine (1946) Board Member since 1999	Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996–1998); Executive Vice President and Head of International Banking (1995–1996); former Directorships: Stockwell Capital Investments PLC (private equity); First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International	103	Chairman of the Board, Healthways, Inc. 2 (provider of disease and care management services) (2003– present); Portland General Electric 2 (utility company) (2003– present)
Henry P. Becton, Jr. (1943) Board Member since 1990	Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); North Bennett Street School (Boston); former Directorships: The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College	103	Lead Director, Becton Dickinson and Company 2 (medical technology company); Lead Director, Belo Corporation 2 (media company)
Dawn-Marie Driscoll (1946) Board Member since 1987	President, Driscoll Associates (consulting firm); Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly, Partner, Palmer & Dodge (1988–1990); Vice President of Corporate Affairs and General Counsel, Filene's (1978–1988). Directorships: Director of ICI Mutual Insurance Company (since 2007); Advisory Board, Center for Business Ethics, Bentley University; Chairman of the Board of Trustees, Southwest Florida Community Foundation (charitable organization); former Directorships: Sun Capital Advisers Trust (mutual funds) (2007–2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)	103	—
Keith R. Fox, CFA (1954) Board Member since 1996	Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011–2012)	103	—
Paul K. Freeman (1950) Board Member since 1993	Consultant, World Bank/Inter-American Development Bank; Executive and Governing Council of the Independent Directors Council (Chairman of Education Committee); formerly: Project Leader, International Institute for Applied Systems Analysis (1998–2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986–1998); Directorships: Denver Zoo Foundation (December 2012–present); former Directorships: Prisma Energy International	103	—
Richard J. Herring (1946) Board Member since 1990	Jacob Safra Professor of International Banking and Professor, Finance Department, The Wharton School, University of Pennsylvania (since July 1972); Co-Director, Wharton Financial Institutions Center (since July 2000); Co-Chair, U.S. Shadow Financial Regulatory Committee; Executive Director, Financial Economists Roundtable; formerly: Vice Dean and Director, Wharton Undergraduate Division (July 1995–June 2000); Director, Lauder Institute of International Management Studies (July 2000–June 2006)	103	Director, Japan Equity Fund, Inc. (since September 2007), Thai Capital Fund, Inc. (since 2007), Singapore Fund, Inc. (since September 2007), Independent Director of Barclays Bank Delaware (since September 2010)
Rebecca W. Rimel (1951) Board Member since 1995	President and Chief Executive Officer, The Pew Charitable Trusts (charitable organization) (1994 to present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983–2004); Board Member, Investor Education (charitable organization) (2004–2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001–2007); Director, Viasys Health Care 2 (January 2007–June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994–2012)	103	Director, Becton Dickinson and Company 2 (medical technology company) (2012– present); Director, CardioNet, Inc. 2 (health care) (2009– present)
William N. Searcy, Jr. (1946) Board Member since 1993	Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation 2 (telecommunications) (November 1989–September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998–2012)	103	—
Jean Gleason Stromberg (1943) Board Member since 1997	Retired. Formerly, Consultant (1997–2001); Director, Financial Markets U.S. Government Accountability Office (1996–1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978–1996). Directorships: The William and Flora Hewlett Foundation; former Directorships: Service Source, Inc., Mutual Fund Directors Forum (2002–2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987–1990 and 1994–1996)	103	—
Robert H. Wadsworth (1940) Board Member since 1999	President, Robert H. Wadsworth & Associates, Inc. (consulting firm) (1983 to present); Director, National Horizon, Inc. (non-profit organization); Director and Treasurer, The Phoenix Boys Choir Association	106	—

Officers 4
Name, Year of Birth, Position with the Fund and Length of Time Served 5		Business Experience and Directorships During the Past Five Years
Brian E. Binder 8,9 (1972) President and Chief Executive Officer, 2013–present		Managing Director 3 and Head of Fund Administration, Deutsche Asset & Wealth Management (2013–present); formerly: Head of Business Management and Consulting at Invesco, Ltd. (2010–2012); Chief Administrative Officer, Van Kampen Funds Inc. (2008–2010); and Chief Administrative Officer, Morgan Stanley Investment Management Americas Distribution (2003–2008)
John Millette 7 (1962) Vice President and Secretary, 1999–present		Director, 3 Deutsche Asset & Wealth Management
Paul H. Schubert 6 (1963) Chief Financial Officer, 2004–present Treasurer, 2005–present		Managing Director, 3 Deutsche Asset & Wealth Management (since July 2004); formerly: Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998–2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994–1998)
Caroline Pearson 7 (1962) Chief Legal Officer, 2010–present		Managing Director, 3 Deutsche Asset & Wealth Management; formerly: Assistant Secretary for DWS family of funds (1997–2010)
Melinda Morrow 6 (1970) Vice President, 2012–present		Director, 3 Deutsche Asset & Wealth Management
Hepsen Uzcan 7 (1974) Assistant Secretary, 2013–present		Vice President, Deutsche Asset & Wealth Management
Paul Antosca 7 (1957) Assistant Treasurer, 2007–present		Director, 3 Deutsche Asset & Wealth Management
Jack Clark 7 (1967) Assistant Treasurer, 2007–present		Director, 3 Deutsche Asset & Wealth Management
Diane Kenneally 7 (1966) Assistant Treasurer, 2007–present		Director, 3 Deutsche Asset & Wealth Management
John Caruso 6 (1965) Anti-Money Laundering Compliance Officer, 2010–present		Managing Director, 3 Deutsche Asset & Wealth Management
Robert Kloby 6 (1962) Chief Compliance Officer, 2006–present		Managing Director, 3 Deutsche Asset & Wealth Management

1 The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.

2 A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

3 Executive title, not a board directorship.

4 As a result of their respective positions held with the Advisor, these individuals are considered "interested persons" of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the fund.

5 The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.

6 Address: 60 Wall Street, New York, NY 10005.

7 Address: One Beacon Street, Boston, MA 02108.

8 Address: 222 South Riverside Plaza, Chicago, IL 60606.

9 Effective as of December 1, 2013.

The fund's Statement of Additional Information ("SAI") includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.

Notes


ITEM 2.	CODE OF ETHICS

	As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Principal Executive Officer and Principal Financial Officer. There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

ITEM 3.	AUDIT COMMITTEE FINANCIAL EXPERT

	The fund’s audit committee is comprised solely of trustees who are "independent" (as such term has been defined by the Securities and Exchange Commission ("SEC") in regulations implementing Section 407 of the Sarbanes-Oxley Act (the "Regulations")). The fund’s Board of Trustees has determined that there are several "audit committee financial experts" (as such term has been defined by the Regulations) serving on the fund’s audit committee including Mr. Paul K. Freeman, the chair of the fund’s audit committee. An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933 and the designation or identification of a person as an “audit committee financial expert” does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.

ITEM 4.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

CASH RESERVES FUND PRIME SERIES

FORM N-CSR DISCLOSURE RE: AUDIT FEES

The following table shows the amount of fees that PricewaterhouseCoopers, LLP (“PWC”), the Fund’s independent registered public accounting firm, billed to the Fund during the Fund’s last two fiscal years. The Audit Committee approved in advance all audit services and non-audit services that PWC provided to the Fund.

Services that the Fund’s Independent Registered Public Accounting Firm Billed to the Fund

Fiscal Year Ended December 31,	Audit Fees Billed to Fund		Audit-Related Fees Billed to Fund		Tax Fees Billed to Fund		All Other Fees Billed to Fund
2013	$	19,437	$	0	$	0	$	0
2012	$	19,405	$	0	$	0	$	0

Services that the Fund’s Independent Registered Public Accounting Firm Billed to the Adviser and Affiliated Fund Service Providers

The following table shows the amount of fees billed by PWC to Deutsche Investment Management Americas Inc. (“DeIM” or the “Adviser”), and any entity controlling, controlled by or under common control with DeIM (“Control Affiliate”) that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.

Fiscal Year Ended December 31,	Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers		Tax Fees Billed to Adviser and Affiliated Fund Service Providers		All Other Fees Billed to Adviser and Affiliated Fund Service Providers
2013	$	0	$	66,535	$	0
2012	$	0	$	56,300	$	0

The “Tax Fees Billed to the Advisor” were billed for services associated with foreign tax filings.

Non-Audit Services

The following table shows the amount of fees that PWC billed during the Fund’s last two fiscal years for non-audit services. The Audit Committee pre-approved all non-audit services that PWC provided to the Adviser and any Affiliated Fund Service Provider that related directly to the Fund’s operations and financial reporting. The Audit Committee requested and received information from PWC about any non-audit services that PWC rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating PWC’s independence.

Fiscal Year Ended December 31,	Total Non-Audit Fees Billed to Fund (A)		Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund) (B)		Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements) (C)		Total of (A), (B) and (C)
2013	$	0	$	66,535	$	0	$	66,535
2012	$	0	$	56,300	$	0	$	56,300

Audit Committee Pre-Approval Policies and Procedures. Generally, each Fund’s Audit Committee must pre approve (i) all services to be performed for a Fund by a Fund’s Independent Registered Public Accounting Firm and (ii) all non-audit services to be performed by a Fund’s Independent Registered Public Accounting Firm for the DIMA Entities with respect to operations and financial reporting of the Fund, except that the Chairperson or Vice Chairperson of each Fund’s Audit Committee may grant the pre-approval for non-audit services described in items (i) and (ii) above for non-prohibited services for engagements of less than $100,000. All such delegated pre approvals shall be presented to each Fund’s Audit Committee no later than the next Audit Committee meeting.

There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.

According to the registrant’s principal Independent Registered Public Accounting Firm, substantially all of the principal Independent Registered Public Accounting Firm's hours spent on auditing the registrant's financial statements were attributed to work performed by full-time permanent employees of the principal Independent Registered Public Accounting Firm.

***


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)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

	(a)(2)	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.

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/Brian E. Binder Brian E. Binder President

Date:	February 28, 2014

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/Brian E. Binder Brian E. Binder President

Date:	February 28, 2014



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

Date:	February 28, 2014