Filed electronically with the Securities and Exchange Commission on September 27, 2018
1933 Act File No. 002-57139
1940 Act File No. 811-02671
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | | X | |
Pre-Effective Amendment No. | |__| |
Post-Effective Amendment No. 103 | | X | |
and/or | |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | | X | |
Amendment No. 94 | |
Deutsche DWS Municipal Trust (formerly Deutsche Municipal Trust) (Exact Name of Registrant as Specified in Charter) |
|
345 Park Avenue, New York, NY 10154 (Address of Principal Executive Offices) (Zip Code) |
|
Registrant’s Telephone Number, including Area Code: (212) 250-2500 | |
John Millette Vice President and Secretary One International Place Boston, MA 02110 (Name and Address of Agent for Service) |
|
Copy to: John S. Marten Vedder Price P.C. 222 N. LaSalle Street Chicago, Illinois 60601 |
It is proposed that this filing will become effective (check appropriate box):
/___/ | Immediately upon filing pursuant to paragraph (b) |
/X / | On October 1, 2018 pursuant to paragraph (b) |
/___/ | 60 days after filing pursuant to paragraph (a)(1) |
/___/ | On _______________pursuant to paragraph (a)(1) |
/___/ | 75 days after filing pursuant to paragraph (a)(2) |
/___/ | On _______________ pursuant to paragraph (a) (2) of Rule 485 |
If appropriate, check the following box:
| |
/___/ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
EXPLANATORY NOTE
This Post-Effective Amendment contains the Prospectuses and Statements of Additional Information relating to the following series and classes of the Registrant:
This Post-Effective Amendment is not intended to update or amend any other Prospectuses or Statements of Additional Information of the Registrant’s other series or classes.
DWS Strategic High Yield Tax-Free Fund (formerly Deutsche Strategic High Yield Tax-Free Fund) | ||||||||
CLASS/TICKER | A | NOTAX | C | NOTCX | INST | NOTIX | S | SHYTX |
DWS Managed Municipal Bond Fund (formerly Deutsche Managed Municipal Bond Fund) | ||||||||
CLASS/TICKER | A | SMLAX | C | SMLCX | INST | SMLIX | S | SCMBX |
DWS Intermediate Tax-Free Fund (formerly DWS Intermediate Tax/AMT Free Fund) | ||||||||
CLASS/TICKER | A | SZMAX | C | SZMCX | INST | SZMIX | S | SCMTX |
Prospectus October 1, 2018 | 1 | DWS Strategic High Yield Tax-Free Fund |
Prospectus October 1, 2018 | 2 | DWS Strategic High Yield Tax-Free Fund |
Prospectus October 1, 2018 | 3 | DWS Strategic High Yield Tax-Free Fund |
Prospectus October 1, 2018 | 4 | DWS Strategic High Yield Tax-Free Fund |
New Accounts | DWS PO Box 219356 Kansas City, MO 64121-9356 | |
Additional Investments | DWS PO Box 219154 Kansas City, MO 64121-9154 | |
Exchanges and Redemptions | DWS PO Box 219557 Kansas City, MO 64121-9557 | |
Expedited Mail | DWS 210 West 10th Street Kansas City, MO 64105-1614 | |
Web Site | dws.com | |
Telephone | (800) 728-3337, M – F 8 a.m. – 7 p.m. ET | |
TDD Line | (800) 972-3006, M – F 8 a.m. – 7 p.m. ET |
Prospectus October 1, 2018 | 5 | DWS Strategic High Yield Tax-Free Fund |
Prospectus October 1, 2018 | 6 | DWS Managed Municipal Bond Fund |
Prospectus October 1, 2018 | 7 | DWS Managed Municipal Bond Fund |
Prospectus October 1, 2018 | 8 | DWS Managed Municipal Bond Fund |
Prospectus October 1, 2018 | 9 | DWS Managed Municipal Bond Fund |
Prospectus October 1, 2018 | 10 | DWS Managed Municipal Bond Fund |
Prospectus October 1, 2018 | 11 | DWS Intermediate Tax-Free Fund |
Prospectus October 1, 2018 | 12 | DWS Intermediate Tax-Free Fund |
Prospectus October 1, 2018 | 13 | DWS Intermediate Tax-Free Fund |
Prospectus October 1, 2018 | 14 | DWS Intermediate Tax-Free Fund |
Prospectus October 1, 2018 | 15 | DWS Intermediate Tax-Free Fund |
Prospectus October 1, 2018 | 16 | Fund Details |
Prospectus October 1, 2018 | 17 | Fund Details |
Prospectus October 1, 2018 | 18 | Fund Details |
Prospectus October 1, 2018 | 19 | Fund Details |
Prospectus October 1, 2018 | 20 | Fund Details |
Prospectus October 1, 2018 | 21 | Fund Details |
Prospectus October 1, 2018 | 22 | Fund Details |
Prospectus October 1, 2018 | 23 | Fund Details |
Prospectus October 1, 2018 | 24 | Fund Details |
Prospectus October 1, 2018 | 25 | Fund Details |
Prospectus October 1, 2018 | 26 | Fund Details |
Prospectus October 1, 2018 | 27 | Fund Details |
Prospectus October 1, 2018 | 28 | Fund Details |
Prospectus October 1, 2018 | 29 | Investing in the Funds |
Prospectus October 1, 2018 | 30 | Investing in the Funds |
Prospectus October 1, 2018 | 31 | Investing in the Funds |
Prospectus October 1, 2018 | 32 | Investing in the Funds |
Prospectus October 1, 2018 | 33 | Investing in the Funds |
Prospectus October 1, 2018 | 34 | Investing in the Funds |
Prospectus October 1, 2018 | 35 | Investing in the Funds |
Prospectus October 1, 2018 | 36 | Investing in the Funds |
Prospectus October 1, 2018 | 37 | Investing in the Funds |
Prospectus October 1, 2018 | 38 | Investing in the Funds |
Prospectus October 1, 2018 | 39 | Investing in the Funds |
Prospectus October 1, 2018 | 40 | Investing in the Funds |
Prospectus October 1, 2018 | 41 | Investing in the Funds |
Prospectus October 1, 2018 | 42 | Investing in the Funds |
Prospectus October 1, 2018 | 43 | Investing in the Funds |
Prospectus October 1, 2018 | 44 | Investing in the Funds |
Prospectus October 1, 2018 | 45 | Investing in the Funds |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $12.27 | $12.59 | $12.39 | $12.49 | $12.95 |
Income from investment operations: | |||||
Net investment income | .44 | .49 | .56 | .56 | .60 |
Net realized and unrealized gain (loss) | (.19) | (.33) | .20 | (.11) | (.47) |
Total from investment operations | .25 | .16 | .76 | .45 | .13 |
Less distributions from: | |||||
Net investment income | (.43) | (.47) | (.55) | (.55) | (.59) |
Net realized gains | (.01) | (.01) | (.01) | — | — |
Total distributions | (.44) | (.48) | (.56) | (.55) | (.59) |
Net asset value, end of period | $12.08 | $12.27 | $12.59 | $12.39 | $12.49 |
Total Return (%)a,b | 2.11 | 1.29 | 6.27 | 3.65 | 1.27 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 225 | 264 | 361 | 378 | 447 |
Ratio of expenses before expense reductions (including interest expense) (%)c | .95 | .95 | .97 | 1.00 | 1.05 |
Ratio of expenses after expense reductions (including interest expense) (%)c | .91 | .93 | .91 | .93 | .95 |
Ratio of expenses after expense reductions (excluding interest expense) (%) | .87 | .88 | .87 | .87 | .88 |
Ratio of net investment income (%) | 3.61 | 3.93 | 4.54 | 4.51 | 4.94 |
Portfolio turnover rate (%) | 34 | 54 | 36 | 29 | 24 |
a | Total return does not reflect the effect of any sales charges. |
b | Total return would have been lower had certain expenses not been reduced. |
c | Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations. |
Prospectus October 1, 2018 | 46 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $12.28 | $12.59 | $12.40 | $12.50 | $12.96 |
Income from investment operations: | |||||
Net investment income | .35 | .39 | .47 | .47 | .51 |
Net realized and unrealized gain (loss) | (.19) | (.31) | .19 | (.12) | (.47) |
Total from investment operations | .16 | .08 | .66 | .35 | .04 |
Less distributions from: | |||||
Net investment income | (.34) | (.38) | (.46) | (.45) | (.50) |
Net realized gains | (.01) | (.01) | (.01) | — | — |
Total distributions | (.35) | (.39) | (.47) | (.45) | (.50) |
Net asset value, end of period | $12.09 | $12.28 | $12.59 | $12.40 | $12.50 |
Total Return (%)a,b | 1.35 | .61 | 5.40 | 2.88 | .52 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 88 | 109 | 138 | 144 | 148 |
Ratio of expenses before expense reductions (including interest expense) (%)c | 1.71 | 1.72 | 1.73 | 1.76 | 1.80 |
Ratio of expenses after expense reductions (including interest expense) (%)c | 1.66 | 1.68 | 1.66 | 1.68 | 1.70 |
Ratio of expenses after expense reductions (excluding interest expense) (%) | 1.62 | 1.63 | 1.62 | 1.62 | 1.63 |
Ratio of net investment income (%) | 2.86 | 3.18 | 3.79 | 3.76 | 4.19 |
Portfolio turnover rate (%) | 34 | 54 | 36 | 29 | 24 |
a | Total return does not reflect the effect of any sales charges. |
b | Total return would have been lower had certain expenses not been reduced. |
c | Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations. |
Prospectus October 1, 2018 | 47 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $12.29 | $12.60 | $12.40 | $12.50 | $12.97 |
Income from investment operations: | |||||
Net investment income | .47 | .51 | .59 | .59 | .63 |
Net realized and unrealized gain (loss) | (.18) | (.31) | .20 | (.11) | (.48) |
Total from investment operations | .29 | .20 | .79 | .48 | .15 |
Less distributions from: | |||||
Net investment income | (.47) | (.50) | (.58) | (.58) | (.62) |
Net realized gains | (.01) | (.01) | (.01) | — | — |
Total distributions | (.48) | (.51) | (.59) | (.58) | (.62) |
Net asset value, end of period | $12.10 | $12.29 | $12.60 | $12.40 | $12.50 |
Total Return (%)a | 2.37 | 1.64 | 6.51 | 3.91 | 1.45 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 159 | 250 | 189 | 298 | 315 |
Ratio of expenses before expense reductions (including interest expense) (%)b | .70 | .69 | .75 | .75 | .81 |
Ratio of expenses after expense reductions (including interest expense) (%)b | .66 | .67 | .66 | .68 | .70 |
Ratio of expenses after expense reductions (excluding interest expense) (%) | .62 | .62 | .62 | .62 | .63 |
Ratio of net investment income (%) | 3.86 | 4.17 | 4.80 | 4.76 | 5.20 |
Portfolio turnover rate (%) | 34 | 54 | 36 | 29 | 24 |
a | Total return would have been lower had certain expenses not been reduced. |
b | Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations. |
Prospectus October 1, 2018 | 48 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $12.28 | $12.60 | $12.40 | $12.50 | $12.96 |
Income from investment operations: | |||||
Net investment income | .47 | .51 | .59 | .59 | .63 |
Net realized and unrealized gain (loss) | (.18) | (.32) | .20 | (.11) | (.47) |
Total from investment operations | .29 | .19 | .79 | .48 | .16 |
Less distributions from: | |||||
Net investment income | (.47) | (.50) | (.58) | (.58) | (.62) |
Net realized gains | (.01) | (.01) | (.01) | — | — |
Total distributions | (.48) | (.51) | (.59) | (.58) | (.62) |
Net asset value, end of period | $12.09 | $12.28 | $12.60 | $12.40 | $12.50 |
Total Return (%)a | 2.37 | 1.55 | 6.54 | 3.91 | 1.53 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 1,204 | 1,336 | 873 | 824 | 884 |
Ratio of expenses before expense reductions (including interest expense) (%)b | .81 | .82 | .78 | .83 | .92 |
Ratio of expenses after expense reductions (including interest expense) (%)b | .66 | .68 | .66 | .68 | .70 |
Ratio of expenses after expense reductions (excluding interest expense) (%) | .62 | .63 | .62 | .62 | .63 |
Ratio of net investment income (%) | 3.86 | 4.16 | 4.79 | 4.76 | 5.20 |
Portfolio turnover rate (%) | 34 | 54 | 36 | 29 | 24 |
a | Total return would have been lower had certain expenses not been reduced. |
b | Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations. |
Prospectus October 1, 2018 | 49 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $9.17 | $9.42 | $9.25 | $9.30 | $9.40 |
Income from investment operations: | |||||
Net investment income | .28 | .31 | .35 | .36 | .37 |
Net realized and unrealized gain (loss) | (.19) | (.25) | .17 | (.06) | (.10) |
Total from investment operations | .09 | .06 | .52 | .30 | .27 |
Less distributions from: | |||||
Net investment income | (.28) | (.31) | (.35) | (.35) | (.37) |
Net realized gains | (.00)* | (.00)* | (.00)* | (.00)* | — |
Total distributions | (.28) | (.31) | (.35) | (.35) | (.37) |
Net asset value, end of period | $8.98 | $9.17 | $9.42 | $9.25 | $9.30 |
Total Return (%)a | 1.00 | .71 | 5.70 | 3.34 | 3.08 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 1,507 | 1,693 | 2,031 | 1,941 | 1,994 |
Ratio of expenses (including interest expense) (%)b | .77 | .79 | .80 | .81 | .81 |
Ratio of expenses (excluding interest expense) (%) | .76 | .76 | .76 | .76 | .76 |
Ratio of net investment income (%) | 3.08 | 3.40 | 3.73 | 3.84 | 4.16 |
Portfolio turnover rate (%) | 42 | 38 | 29 | 29 | 30 |
a | Total return does not reflect the effect of any sales charges. |
b | Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations. |
* | Amount is less than $.005. |
Prospectus October 1, 2018 | 50 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $9.17 | $9.42 | $9.25 | $9.30 | $9.40 |
Income from investment operations: | |||||
Net investment income | .21 | .24 | .27 | .29 | .30 |
Net realized and unrealized gain (loss) | (.19) | (.25) | .17 | (.06) | (.10) |
Total from investment operations | .02 | (.01) | .44 | .23 | .20 |
Less distributions from: | |||||
Net investment income | (.21) | (.24) | (.27) | (.28) | (.30) |
Net realized gains | (.00)* | (.00)* | (.00)* | (.00)* | — |
Total distributions | (.21) | (.24) | (.27) | (.28) | (.30) |
Net asset value, end of period | $8.98 | $9.17 | $9.42 | $9.25 | $9.30 |
Total Return (%)a | .21 | (.08) | 4.88b | 2.53b | 2.28 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 208 | 259 | 292 | 256 | 242 |
Ratio of expenses before expense reductions (including interest expense) (%)c | 1.56 | 1.58 | 1.59 | 1.61 | 1.59 |
Ratio of expenses after expense reductions (including interest expense) (%)c | 1.56 | 1.58 | 1.59 | 1.60 | 1.59 |
Ratio of expenses after expense reductions (excluding interest expense) (%) | 1.55 | 1.55 | 1.55 | 1.55 | 1.54 |
Ratio of net investment income (%) | 2.29 | 2.61 | 2.94 | 3.05 | 3.37 |
Portfolio turnover rate (%) | 42 | 38 | 29 | 29 | 30 |
a | Total return does not reflect the effect of any sales charges. |
b | Total return would have been lower had certain expenses not been reduced. |
c | Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations. |
* | Amount is less than $.005. |
Prospectus October 1, 2018 | 51 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $9.17 | $9.42 | $9.25 | $9.30 | $9.40 |
Income from investment operations: | |||||
Net investment income | .30 | .34 | .37 | .38 | .39 |
Net realized and unrealized gain (loss) | (.18) | (.26) | .17 | (.06) | (.10) |
Total from investment operations | .12 | .08 | .54 | .32 | .29 |
Less distributions from: | |||||
Net investment income | (.30) | (.33) | (.37) | (.37) | (.39) |
Net realized gains | (.00)* | (.00)* | (.00)* | (.00)* | — |
Total distributions | (.30) | (.33) | (.37) | (.37) | (.39) |
Net asset value, end of period | $8.99 | $9.17 | $9.42 | $9.25 | $9.30 |
Total Return (%) | 1.33 | .94a | 5.96 | 3.57 | 3.31 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 241 | 177 | 311 | 100 | 96 |
Ratio of expenses before expense reductions (including interest expense) (%)b | .56 | .59 | .56 | .58 | .55 |
Ratio of expenses after expense reductions (including interest expense) (%)b | .56 | .56 | .56 | .58 | .55 |
Ratio of expenses after expense reductions (excluding interest expense) (%) | .55 | .53 | .52 | .53 | .50 |
Ratio of net investment income (%) | 3.29 | 3.63 | 3.93 | 4.06 | 4.38 |
Portfolio turnover rate (%) | 42 | 38 | 29 | 29 | 30 |
a | Total return would have been lower had certain expenses not been reduced. |
b | Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations. |
* | Amount is less than $.005. |
Prospectus October 1, 2018 | 52 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $9.18 | $9.44 | $9.26 | $9.31 | $9.41 |
Income from investment operations: | |||||
Net investment income | .30 | .33 | .37 | .38 | .39 |
Net realized and unrealized gain (loss) | (.18) | (.26) | .18 | (.06) | (.10) |
Total from investment operations | .12 | .07 | .55 | .32 | .29 |
Less distributions from: | |||||
Net investment income | (.30) | (.33) | (.37) | (.37) | (.39) |
Net realized gains | (.00)* | (.00)* | (.00)* | (.00)* | — |
Total distributions | (.30) | (.33) | (.37) | (.37) | (.39) |
Net asset value, end of period | $9.00 | $9.18 | $9.44 | $9.26 | $9.31 |
Total Return (%)a | 1.32 | .81 | 6.03 | 3.55 | 3.29 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 2,670 | 2,918 | 2,940 | 2,873 | 2,911 |
Ratio of expenses before expense reductions (including interest expense) (%)b | .62 | .63 | .64 | .64 | .66 |
Ratio of expenses after expense reductions (including interest expense) (%)b | .58 | .60 | .60 | .60 | .62 |
Ratio of expenses after expense reductions (excluding interest expense) (%) | .56 | .57 | .56 | .55 | .57 |
Ratio of net investment income (%) | 3.27 | 3.59 | 3.93 | 4.04 | 4.36 |
Portfolio turnover rate (%) | 42 | 38 | 29 | 29 | 30 |
a | Total return would have been lower had certain expenses not been reduced. |
b | Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations. |
* | Amount is less than $.005. |
Prospectus October 1, 2018 | 53 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $11.93 | $12.11 | $11.88 | $11.94 | $11.99 |
Income from investment operations: | |||||
Net investment income | .29 | .28 | .28 | .28 | .31 |
Net realized and unrealized gain (loss) | (.33) | (.18) | .22 | (.06) | (.05) |
Total from investment operations | (.04) | .10 | .50 | .22 | .26 |
Less distributions from: | |||||
Net investment income | (.29) | (.28) | (.27) | (.28) | (.31) |
Net realized gains | (.00)* | — | — | — | — |
Total distributions | (.29) | (.28) | (.27) | (.28) | (.31) |
Net asset value, end of period | $11.60 | $11.93 | $12.11 | $11.88 | $11.94 |
Total Return (%)a | (.30) | .83 | 4.29 | 1.85b | 2.25 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 174 | 207 | 284 | 311 | 335 |
Ratio of expenses before expense reductions (%) | .78 | .79 | .79 | .79 | .78 |
Ratio of expenses after expense reductions (%) | .78 | .79 | .79 | .79 | .78 |
Ratio of net investment income (loss) (%) | 2.47 | 2.33 | 2.29 | 2.35 | 2.66 |
Portfolio turnover rate (%) | 44 | 36 | 41 | 54 | 67 |
a | Total return does not reflect the effect of any sales charges. |
b | Total return would have been lower had certain expenses not been reduced. |
* | Amount is less than $.005. |
Prospectus October 1, 2018 | 54 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $11.93 | $12.10 | $11.88 | $11.94 | $11.99 |
Income from investment operations: | |||||
Net investment income | .20 | .19 | .18 | .19 | .22 |
Net realized and unrealized gain (loss) | (.34) | (.17) | .22 | (.06) | (.05) |
Total from investment operations | (.14) | .02 | .40 | .13 | .17 |
Less distributions from: | |||||
Net investment income | (.20) | (.19) | (.18) | (.19) | (.22) |
Net realized gains | (.00)* | — | — | — | — |
Total distributions | (.20) | (.19) | (.18) | (.19) | (.22) |
Net asset value, end of period | $11.59 | $11.93 | $12.10 | $11.88 | $11.94 |
Total Return (%)a | (1.15)b | .15 | 3.42b | 1.09b | 1.48b |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 36 | 47 | 62 | 70 | 76 |
Ratio of expenses before expense reductions (%) | 1.56 | 1.55 | 1.55 | 1.56 | 1.55 |
Ratio of expenses after expense reductions (%) | 1.55 | 1.55 | 1.55 | 1.54 | 1.54 |
Ratio of net investment income (%) | 1.70 | 1.57 | 1.54 | 1.61 | 1.90 |
Portfolio turnover rate (%) | 44 | 36 | 41 | 54 | 67 |
a | Total return does not reflect the effect of any sales charges. |
b | Total return would have been lower had certain expenses not been reduced. |
* | Amount is less than $.005. |
Prospectus October 1, 2018 | 55 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $11.93 | $12.11 | $11.89 | $11.95 | $12.00 |
Income from investment operations: | |||||
Net investment income | .32 | .31 | .31 | .31 | .34 |
Net realized and unrealized gain (loss) | (.33) | (.18) | .21 | (.06) | (.05) |
Total from investment operations | (.01) | .13 | .52 | .25 | .29 |
Less distributions from: | |||||
Net investment income | (.32) | (.31) | (.30) | (.31) | (.34) |
Net realized gains | (.00)* | — | — | — | — |
Total distributions | (.32) | (.31) | (.30) | (.31) | (.34) |
Net asset value, end of period | $11.60 | $11.93 | $12.11 | $11.89 | $11.95 |
Total Return (%) | (.06) | 1.07 | 4.47 | 2.12 | 2.53 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 680 | 870 | 1,021 | 904 | 534 |
Ratio of expenses (%) | .54 | .55 | .53 | .54 | .52 |
Ratio of net investment income (%) | 2.71 | 2.57 | 2.55 | 2.59 | 2.93 |
Portfolio turnover rate (%) | 44 | 36 | 41 | 54 | 67 |
* | Amount is less than $.005. |
Prospectus October 1, 2018 | 56 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $11.93 | $12.11 | $11.89 | $11.95 | $11.99 |
Income from investment operations: | |||||
Net investment income | .32 | .31 | .30 | .31 | .34 |
Net realized and unrealized gain (loss) | (.33) | (.18) | .22 | (.06) | (.05) |
Total from investment operations | (.01) | .13 | .52 | .25 | .29 |
Less distributions from: | |||||
Net investment income | (.32) | (.31) | (.30) | (.31) | (.33) |
Net realized gains | (.00)* | — | — | — | — |
Total distributions | (.32) | (.31) | (.30) | (.31) | (.33) |
Net asset value, end of period | $11.60 | $11.93 | $12.11 | $11.89 | $11.95 |
Total Return (%)a | (.07) | 1.07 | 4.45 | 2.11 | 2.57 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 629 | 679 | 684 | 675 | 663 |
Ratio of expenses before expense reductions (%) | .62 | .62 | .62 | .61 | .63 |
Ratio of expenses after expense reductions (%) | .55 | .55 | .55 | .54 | .57 |
Ratio of net investment income (%) | 2.71 | 2.57 | 2.54 | 2.60 | 2.88 |
Portfolio turnover rate (%) | 44 | 36 | 41 | 54 | 67 |
a | Total return would have been lower had certain expenses not been reduced. |
* | Amount is less than $.005. |
Prospectus October 1, 2018 | 57 | Financial Highlights |
Maximum Sales Charge: 2.75% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 0.91% | 1.23% | $10,122.75 | $365.31 |
2 | 10.25% | 0.95% | 5.33% | $10,532.72 | $98.11 |
3 | 15.76% | 0.95% | 9.59% | $10,959.30 | $102.09 |
4 | 21.55% | 0.95% | 14.03% | $11,403.15 | $106.22 |
5 | 27.63% | 0.95% | 18.65% | $11,864.98 | $110.52 |
6 | 34.01% | 0.95% | 23.46% | $12,345.51 | $115.00 |
7 | 40.71% | 0.95% | 28.46% | $12,845.50 | $119.66 |
8 | 47.75% | 0.95% | 33.66% | $13,365.75 | $124.50 |
9 | 55.13% | 0.95% | 39.07% | $13,907.06 | $129.55 |
10 | 62.89% | 0.95% | 44.70% | $14,470.29 | $134.79 |
Total | $1,405.75 |
Prospectus October 1, 2018 | 58 | Appendix A |
Maximum Sales Charge: 0.00% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 1.66% | 3.34% | $10,334.00 | $168.77 |
2 | 10.25% | 1.71% | 6.74% | $10,673.99 | $179.62 |
3 | 15.76% | 1.71% | 10.25% | $11,025.16 | $185.53 |
4 | 21.55% | 1.71% | 13.88% | $11,387.89 | $191.63 |
5 | 27.63% | 1.71% | 17.63% | $11,762.55 | $197.94 |
6 | 34.01% | 1.71% | 21.50% | $12,149.54 | $204.45 |
7 | 40.71% | 1.71% | 25.49% | $12,549.26 | $211.17 |
8 | 47.75% | 1.71% | 29.62% | $12,962.13 | $218.12 |
9 | 55.13% | 1.71% | 33.89% | $13,388.58 | $225.30 |
10 | 62.89% | 1.71% | 38.29% | $13,829.07 | $232.71 |
Total | $2,015.24 |
Maximum Sales Charge: 0.00% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 0.66% | 4.34% | $10,434.00 | $67.43 |
2 | 10.25% | 0.70% | 8.83% | $10,882.66 | $74.61 |
3 | 15.76% | 0.70% | 13.51% | $11,350.62 | $77.82 |
4 | 21.55% | 0.70% | 18.39% | $11,838.69 | $81.16 |
5 | 27.63% | 0.70% | 23.48% | $12,347.76 | $84.65 |
6 | 34.01% | 0.70% | 28.79% | $12,878.71 | $88.29 |
7 | 40.71% | 0.70% | 34.32% | $13,432.49 | $92.09 |
8 | 47.75% | 0.70% | 40.10% | $14,010.09 | $96.05 |
9 | 55.13% | 0.70% | 46.13% | $14,612.53 | $100.18 |
10 | 62.89% | 0.70% | 52.41% | $15,240.86 | $104.49 |
Total | $866.77 |
Prospectus October 1, 2018 | 59 | Appendix A |
Maximum Sales Charge: 0.00% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 0.66% | 4.34% | $10,434.00 | $67.43 |
2 | 10.25% | 0.81% | 8.71% | $10,871.18 | $86.29 |
3 | 15.76% | 0.81% | 13.27% | $11,326.69 | $89.90 |
4 | 21.55% | 0.81% | 18.01% | $11,801.28 | $93.67 |
5 | 27.63% | 0.81% | 22.96% | $12,295.75 | $97.59 |
6 | 34.01% | 0.81% | 28.11% | $12,810.94 | $101.68 |
7 | 40.71% | 0.81% | 33.48% | $13,347.72 | $105.94 |
8 | 47.75% | 0.81% | 39.07% | $13,906.99 | $110.38 |
9 | 55.13% | 0.81% | 44.90% | $14,489.69 | $115.01 |
10 | 62.89% | 0.81% | 50.97% | $15,096.81 | $119.83 |
Total | $987.72 |
Maximum Sales Charge: 2.75% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 0.77% | 1.36% | $10,136.37 | $351.47 |
2 | 10.25% | 0.77% | 5.65% | $10,565.14 | $79.70 |
3 | 15.76% | 0.77% | 10.12% | $11,012.04 | $83.07 |
4 | 21.55% | 0.77% | 14.78% | $11,477.85 | $86.59 |
5 | 27.63% | 0.77% | 19.63% | $11,963.36 | $90.25 |
6 | 34.01% | 0.77% | 24.69% | $12,469.41 | $94.07 |
7 | 40.71% | 0.77% | 29.97% | $12,996.87 | $98.05 |
8 | 47.75% | 0.77% | 35.47% | $13,546.64 | $102.19 |
9 | 55.13% | 0.77% | 41.20% | $14,119.66 | $106.52 |
10 | 62.89% | 0.77% | 47.17% | $14,716.92 | $111.02 |
Total | $1,202.93 |
Prospectus October 1, 2018 | 60 | Appendix A |
Maximum Sales Charge: 0.00% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 1.56% | 3.44% | $10,344.00 | $158.68 |
2 | 10.25% | 1.56% | 7.00% | $10,699.83 | $164.14 |
3 | 15.76% | 1.56% | 10.68% | $11,067.91 | $169.79 |
4 | 21.55% | 1.56% | 14.49% | $11,448.64 | $175.63 |
5 | 27.63% | 1.56% | 18.42% | $11,842.48 | $181.67 |
6 | 34.01% | 1.56% | 22.50% | $12,249.86 | $187.92 |
7 | 40.71% | 1.56% | 26.71% | $12,671.25 | $194.38 |
8 | 47.75% | 1.56% | 31.07% | $13,107.14 | $201.07 |
9 | 55.13% | 1.56% | 35.58% | $13,558.03 | $207.99 |
10 | 62.89% | 1.56% | 40.24% | $14,024.43 | $215.14 |
Total | $1,856.41 |
Maximum Sales Charge: 0.00% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 0.56% | 4.44% | $10,444.00 | $57.24 |
2 | 10.25% | 0.56% | 9.08% | $10,907.71 | $59.78 |
3 | 15.76% | 0.56% | 13.92% | $11,392.02 | $62.44 |
4 | 21.55% | 0.56% | 18.98% | $11,897.82 | $65.21 |
5 | 27.63% | 0.56% | 24.26% | $12,426.08 | $68.11 |
6 | 34.01% | 0.56% | 29.78% | $12,977.80 | $71.13 |
7 | 40.71% | 0.56% | 35.54% | $13,554.02 | $74.29 |
8 | 47.75% | 0.56% | 41.56% | $14,155.82 | $77.59 |
9 | 55.13% | 0.56% | 47.84% | $14,784.33 | $81.03 |
10 | 62.89% | 0.56% | 54.41% | $15,440.76 | $84.63 |
Total | $701.45 |
Prospectus October 1, 2018 | 61 | Appendix A |
Maximum Sales Charge: 0.00% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 0.57% | 4.43% | $10,443.00 | $58.26 |
2 | 10.25% | 0.62% | 9.00% | $10,900.40 | $66.16 |
3 | 15.76% | 0.62% | 13.78% | $11,377.84 | $69.06 |
4 | 21.55% | 0.62% | 18.76% | $11,876.19 | $72.09 |
5 | 27.63% | 0.62% | 23.96% | $12,396.37 | $75.24 |
6 | 34.01% | 0.62% | 29.39% | $12,939.33 | $78.54 |
7 | 40.71% | 0.62% | 35.06% | $13,506.07 | $81.98 |
8 | 47.75% | 0.62% | 40.98% | $14,097.64 | $85.57 |
9 | 55.13% | 0.62% | 47.15% | $14,715.11 | $89.32 |
10 | 62.89% | 0.62% | 53.60% | $15,359.64 | $93.23 |
Total | $769.45 |
Maximum Sales Charge: 2.75% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 0.77% | 1.36% | $10,136.37 | $351.47 |
2 | 10.25% | 0.78% | 5.64% | $10,564.12 | $80.73 |
3 | 15.76% | 0.78% | 10.10% | $11,009.93 | $84.14 |
4 | 21.55% | 0.78% | 14.75% | $11,474.55 | $87.69 |
5 | 27.63% | 0.78% | 19.59% | $11,958.77 | $91.39 |
6 | 34.01% | 0.78% | 24.63% | $12,463.43 | $95.25 |
7 | 40.71% | 0.78% | 29.89% | $12,989.39 | $99.27 |
8 | 47.75% | 0.78% | 35.38% | $13,537.54 | $103.46 |
9 | 55.13% | 0.78% | 41.09% | $14,108.83 | $107.82 |
10 | 62.89% | 0.78% | 47.04% | $14,704.22 | $112.37 |
Total | $1,213.59 |
Prospectus October 1, 2018 | 62 | Appendix A |
Maximum Sales Charge: 0.00% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 1.52% | 3.48% | $10,348.00 | $154.64 |
2 | 10.25% | 1.56% | 7.04% | $10,703.97 | $164.21 |
3 | 15.76% | 1.56% | 10.72% | $11,072.19 | $169.85 |
4 | 21.55% | 1.56% | 14.53% | $11,453.07 | $175.70 |
5 | 27.63% | 1.56% | 18.47% | $11,847.06 | $181.74 |
6 | 34.01% | 1.56% | 22.55% | $12,254.60 | $187.99 |
7 | 40.71% | 1.56% | 26.76% | $12,676.15 | $194.46 |
8 | 47.75% | 1.56% | 31.12% | $13,112.21 | $201.15 |
9 | 55.13% | 1.56% | 35.63% | $13,563.27 | $208.07 |
10 | 62.89% | 1.56% | 40.30% | $14,029.85 | $215.23 |
Total | $1,853.04 |
Maximum Sales Charge: 0.00% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 0.52% | 4.48% | $10,448.00 | $53.16 |
2 | 10.25% | 0.54% | 9.14% | $10,913.98 | $57.68 |
3 | 15.76% | 0.54% | 14.01% | $11,400.74 | $60.25 |
4 | 21.55% | 0.54% | 19.09% | $11,909.22 | $62.94 |
5 | 27.63% | 0.54% | 24.40% | $12,440.37 | $65.74 |
6 | 34.01% | 0.54% | 29.95% | $12,995.21 | $68.68 |
7 | 40.71% | 0.54% | 35.75% | $13,574.80 | $71.74 |
8 | 47.75% | 0.54% | 41.80% | $14,180.23 | $74.94 |
9 | 55.13% | 0.54% | 48.13% | $14,812.67 | $78.28 |
10 | 62.89% | 0.54% | 54.73% | $15,473.31 | $81.77 |
Total | $675.18 |
Prospectus October 1, 2018 | 63 | Appendix A |
Maximum Sales Charge: 0.00% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 0.52% | 4.48% | $10,448.00 | $53.16 |
2 | 10.25% | 0.62% | 9.06% | $10,905.62 | $66.20 |
3 | 15.76% | 0.62% | 13.83% | $11,383.29 | $69.10 |
4 | 21.55% | 0.62% | 18.82% | $11,881.88 | $72.12 |
5 | 27.63% | 0.62% | 24.02% | $12,402.30 | $75.28 |
6 | 34.01% | 0.62% | 29.46% | $12,945.52 | $78.58 |
7 | 40.71% | 0.62% | 35.13% | $13,512.54 | $82.02 |
8 | 47.75% | 0.62% | 41.04% | $14,104.39 | $85.61 |
9 | 55.13% | 0.62% | 47.22% | $14,722.16 | $89.36 |
10 | 62.89% | 0.62% | 53.67% | $15,366.99 | $93.28 |
Total | $764.71 |
Prospectus October 1, 2018 | 64 | Appendix A |
■ | Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan |
■ | Shares purchased by or through a 529 Plan |
■ | Shares purchased through a Merrill Lynch affiliated investment advisory program |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform |
■ | Shares of funds purchased through the Merrill Lynch Edge Self-Directed platform (if applicable) |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family) |
■ | Shares exchanged from Class C (i.e., level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date |
■ | Employees and registered representatives of Merrill Lynch or its affiliates and their family members |
■ | Directors or Trustees of the fund, and employees of the fund’s investment adviser or any of its affiliates, as described in this prospectus |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement) |
■ | Death or disability of the shareholder |
■ | Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus |
■ | Return of excess contributions from an IRA Account |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ |
■ | Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch |
Prospectus October 1, 2018 | 65 | Appendix B |
■ | Shares acquired through a right of reinstatement |
■ | Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A and C shares only) |
■ | Breakpoints as described in this prospectus |
■ | Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets |
■ | Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable) |
■ | the shares must be held at a plan level or |
■ | the shares must be held through an omnibus account of a retirement plan record-keeper. |
■ | Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs. |
■ | Shares purchased through an Ameriprise Financial investment advisory program (if an Advisory or similar share class for such investment advisory program is not available). |
■ | Shares purchased by third party investment advisors on behalf of their advisory clients through Ameriprise Financial’s platform (if an Advisory or similar share class for such investment advisory program is not available). |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the same fund family). |
■ | Shares exchanged from Class C shares of the same fund in the month of or following the 10-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a class level waiver with respect to such shares following a shorter holding period, that waiver will apply to exchanges following such shorter period. To the extent that this prospectus elsewhere provides for a class level waiver with respect to exchanges of Class C shares for load waived shares, that waiver will also apply to such exchanges. |
■ | Shares purchased by employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members. |
Prospectus October 1, 2018 | 66 | Appendix B |
■ | Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales load (i.e., Rights of Reinstatement). |
■ | Shares purchased by employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans. |
■ | Shares purchased by Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules. |
■ | Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund. |
■ | Shares purchased through a Morgan Stanley self-directed brokerage account. |
■ | Class C (i.e., level-load) shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge. |
■ | Shares purchased in an investment advisory program. |
■ | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family). |
■ | Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James. |
■ | Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). |
■ | A shareholder in the fund’s Class C shares will have their shares converted by Raymond James at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James. |
■ | Death or disability of the shareholder. |
■ | Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus. |
■ | Return of excess contributions from an IRA Account. |
■ | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70½ as described in the fund’s prospectus. |
■ | Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James. |
■ | Shares acquired through a right of reinstatement. |
Prospectus October 1, 2018 | 67 | Appendix B |
■ | Breakpoints as described in this prospectus. |
■ | Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the rights of accumulation calculation only if the shareholder notifies his or her financial advisor about such assets. |
Prospectus October 1, 2018 | 68 | Appendix B |
DWS Strategic High Yield Tax-Free Fund (formerly Deutsche Strategic High Yield Tax-Free Fund) | ||
CLASS/TICKER | T | NOTUX |
DWS Managed Municipal Bond Fund (formerly Deutsche Managed Municipal Bond Fund) | ||
CLASS/TICKER | T | SMLTX |
DWS Intermediate Tax-Free Fund (formerly DWS Intermediate Tax/AMT Free Fund) | ||
CLASS/TICKER | T | SZMTX |
Prospectus October 1, 2018 | 1 | DWS Strategic High Yield Tax-Free Fund |
Prospectus October 1, 2018 | 2 | DWS Strategic High Yield Tax-Free Fund |
Prospectus October 1, 2018 | 3 | DWS Strategic High Yield Tax-Free Fund |
Prospectus October 1, 2018 | 4 | DWS Strategic High Yield Tax-Free Fund |
Prospectus October 1, 2018 | 5 | DWS Strategic High Yield Tax-Free Fund |
Prospectus October 1, 2018 | 6 | DWS Managed Municipal Bond Fund |
Prospectus October 1, 2018 | 7 | DWS Managed Municipal Bond Fund |
Prospectus October 1, 2018 | 8 | DWS Managed Municipal Bond Fund |
Prospectus October 1, 2018 | 9 | DWS Managed Municipal Bond Fund |
Prospectus October 1, 2018 | 10 | DWS Intermediate Tax-Free Fund |
Prospectus October 1, 2018 | 11 | DWS Intermediate Tax-Free Fund |
Prospectus October 1, 2018 | 12 | DWS Intermediate Tax-Free Fund |
Prospectus October 1, 2018 | 13 | DWS Intermediate Tax-Free Fund |
Prospectus October 1, 2018 | 14 | Fund Details |
Prospectus October 1, 2018 | 15 | Fund Details |
Prospectus October 1, 2018 | 16 | Fund Details |
Prospectus October 1, 2018 | 17 | Fund Details |
Prospectus October 1, 2018 | 18 | Fund Details |
Prospectus October 1, 2018 | 19 | Fund Details |
Prospectus October 1, 2018 | 20 | Fund Details |
Prospectus October 1, 2018 | 21 | Fund Details |
Prospectus October 1, 2018 | 22 | Fund Details |
Prospectus October 1, 2018 | 23 | Fund Details |
Prospectus October 1, 2018 | 24 | Fund Details |
Prospectus October 1, 2018 | 25 | Fund Details |
Prospectus October 1, 2018 | 26 | Fund Details |
Prospectus October 1, 2018 | 27 | Investing in the Funds |
Prospectus October 1, 2018 | 28 | Investing in the Funds |
Prospectus October 1, 2018 | 29 | Investing in the Funds |
Prospectus October 1, 2018 | 30 | Investing in the Funds |
Prospectus October 1, 2018 | 31 | Investing in the Funds |
Prospectus October 1, 2018 | 32 | Investing in the Funds |
Prospectus October 1, 2018 | 33 | Investing in the Funds |
Prospectus October 1, 2018 | 34 | Investing in the Funds |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $12.29 | $12.60 | $12.40 | $12.50 | $12.97 |
Income from investment operations: | |||||
Net investment income | .47 | .51 | .59 | .59 | .63 |
Net realized and unrealized gain (loss) | (.18) | (.31) | .20 | (.11) | (.48) |
Total from investment operations | .29 | .20 | .79 | .48 | .15 |
Less distributions from: | |||||
Net investment income | (.47) | (.50) | (.58) | (.58) | (.62) |
Net realized gains | (.01) | (.01) | (.01) | — | — |
Total distributions | (.48) | (.51) | (.59) | (.58) | (.62) |
Net asset value, end of period | $12.10 | $12.29 | $12.60 | $12.40 | $12.50 |
Total Return (%)a | 2.37 | 1.64 | 6.51 | 3.91 | 1.45 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 159 | 250 | 189 | 298 | 315 |
Ratio of expenses before expense reductions (including interest expense) (%)b | .70 | .69 | .75 | .75 | .81 |
Ratio of expenses after expense reductions (including interest expense) (%)b | .66 | .67 | .66 | .68 | .70 |
Ratio of expenses after expense reductions (excluding interest expense) (%) | .62 | .62 | .62 | .62 | .63 |
Ratio of net investment income (%) | 3.86 | 4.17 | 4.80 | 4.76 | 5.20 |
Portfolio turnover rate (%) | 34 | 54 | 36 | 29 | 24 |
a | Total return would have been lower had certain expenses not been reduced. |
b | Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations. |
Prospectus October 1, 2018 | 35 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $9.17 | $9.42 | $9.25 | $9.30 | $9.40 |
Income from investment operations: | |||||
Net investment income | .30 | .34 | .37 | .38 | .39 |
Net realized and unrealized gain (loss) | (.18) | (.26) | .17 | (.06) | (.10) |
Total from investment operations | .12 | .08 | .54 | .32 | .29 |
Less distributions from: | |||||
Net investment income | (.30) | (.33) | (.37) | (.37) | (.39) |
Net realized gains | (.00)* | (.00)* | (.00)* | (.00)* | — |
Total distributions | (.30) | (.33) | (.37) | (.37) | (.39) |
Net asset value, end of period | $8.99 | $9.17 | $9.42 | $9.25 | $9.30 |
Total Return (%) | 1.33 | .94a | 5.96 | 3.57 | 3.31 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 241 | 177 | 311 | 100 | 96 |
Ratio of expenses before expense reductions (including interest expense) (%)b | .56 | .59 | .56 | .58 | .55 |
Ratio of expenses after expense reductions (including interest expense) (%)b | .56 | .56 | .56 | .58 | .55 |
Ratio of expenses after expense reductions (excluding interest expense) (%) | .55 | .53 | .52 | .53 | .50 |
Ratio of net investment income (%) | 3.29 | 3.63 | 3.93 | 4.06 | 4.38 |
Portfolio turnover rate (%) | 42 | 38 | 29 | 29 | 30 |
a | Total return would have been lower had certain expenses not been reduced. |
b | Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations. |
* | Amount is less than $.005. |
Prospectus October 1, 2018 | 36 | Financial Highlights |
Years Ended May 31, | |||||
2018 | 2017 | 2016 | 2015 | 2014 | |
Selected Per Share Data | |||||
Net asset value, beginning of period | $11.93 | $12.11 | $11.89 | $11.95 | $12.00 |
Income from investment operations: | |||||
Net investment income | .32 | .31 | .31 | .31 | .34 |
Net realized and unrealized gain (loss) | (.33) | (.18) | .21 | (.06) | (.05) |
Total from investment operations | (.01) | .13 | .52 | .25 | .29 |
Less distributions from: | |||||
Net investment income | (.32) | (.31) | (.30) | (.31) | (.34) |
Net realized gains | (.00)* | — | — | — | — |
Total distributions | (.32) | (.31) | (.30) | (.31) | (.34) |
Net asset value, end of period | $11.60 | $11.93 | $12.11 | $11.89 | $11.95 |
Total Return (%) | (.06) | 1.07 | 4.47 | 2.12 | 2.53 |
Ratios to Average Net Assets and Supplemental Data | |||||
Net assets, end of period ($ millions) | 680 | 870 | 1,021 | 904 | 534 |
Ratio of expenses (%) | .54 | .55 | .53 | .54 | .52 |
Ratio of net investment income (%) | 2.71 | 2.57 | 2.55 | 2.59 | 2.93 |
Portfolio turnover rate (%) | 44 | 36 | 41 | 54 | 67 |
* | Amount is less than $.005. |
Prospectus October 1, 2018 | 37 | Financial Highlights |
Maximum Sales Charge: 2.50% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 0.91% | 1.49% | $10,148.78 | $340.54 |
2 | 10.25% | 1.03% | 5.52% | $10,551.68 | $106.61 |
3 | 15.76% | 1.03% | 9.71% | $10,970.58 | $110.84 |
4 | 21.55% | 1.03% | 14.06% | $11,406.12 | $115.24 |
5 | 27.63% | 1.03% | 18.59% | $11,858.94 | $119.82 |
6 | 34.01% | 1.03% | 23.30% | $12,329.74 | $124.57 |
7 | 40.71% | 1.03% | 28.19% | $12,819.23 | $129.52 |
8 | 47.75% | 1.03% | 33.28% | $13,328.15 | $134.66 |
9 | 55.13% | 1.03% | 38.57% | $13,857.28 | $140.00 |
10 | 62.89% | 1.03% | 44.07% | $14,407.41 | $145.56 |
Total | $1,467.36 |
Prospectus October 1, 2018 | 38 | Appendix |
Maximum Sales Charge: 2.50% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 0.82% | 1.58% | $10,157.55 | $331.62 |
2 | 10.25% | 0.88% | 5.76% | $10,576.04 | $91.23 |
3 | 15.76% | 0.88% | 10.12% | $11,011.77 | $94.99 |
4 | 21.55% | 0.88% | 14.65% | $11,465.46 | $98.90 |
5 | 27.63% | 0.88% | 19.38% | $11,937.84 | $102.97 |
6 | 34.01% | 0.88% | 24.30% | $12,429.67 | $107.22 |
7 | 40.71% | 0.88% | 29.42% | $12,941.78 | $111.63 |
8 | 47.75% | 0.88% | 34.75% | $13,474.98 | $116.23 |
9 | 55.13% | 0.88% | 40.30% | $14,030.15 | $121.02 |
10 | 62.89% | 0.88% | 46.08% | $14,608.19 | $126.01 |
Total | $1,301.82 |
Maximum Sales Charge: 2.50% | Initial Hypothetical Investment: $10,000 | Assumed Rate of Return: 5% | |||
Year | Cumulative Return Before Fees & Expenses | Annual Fund Expense Ratios | Cumulative Return After Fees & Expenses | Hypothetical Year-End Balance After Fees & Expenses | Annual Fees & Expenses |
1 | 5.00% | 0.77% | 1.62% | $10,162.43 | $326.66 |
2 | 10.25% | 0.88% | 5.81% | $10,581.12 | $91.27 |
3 | 15.76% | 0.88% | 10.17% | $11,017.06 | $95.03 |
4 | 21.55% | 0.88% | 14.71% | $11,470.96 | $98.95 |
5 | 27.63% | 0.88% | 19.44% | $11,943.57 | $103.02 |
6 | 34.01% | 0.88% | 24.36% | $12,435.64 | $107.27 |
7 | 40.71% | 0.88% | 29.48% | $12,947.99 | $111.69 |
8 | 47.75% | 0.88% | 34.81% | $13,481.45 | $116.29 |
9 | 55.13% | 0.88% | 40.37% | $14,036.88 | $121.08 |
10 | 62.89% | 0.88% | 46.15% | $14,615.20 | $126.07 |
Total | $1,297.33 |
Prospectus October 1, 2018 | 39 | Appendix |
DWS Strategic High Yield Tax-Free Fund (formerly Deutsche Strategic High Yield Tax-Free Fund) | ||||||||
CLASS/TICKER | A | NOTAX | C | NOTCX | INST | NOTIX | S | SHYTX |
DWS Managed Municipal Bond Fund (formerly Deutsche Managed Municipal Bond Fund) | ||||||||
CLASS/TICKER | A | SMLAX | C | SMLCX | INST | SMLIX | S | SCMBX |
DWS Intermediate Tax-Free Fund (formerly DWS Intermediate Tax/AMT Free Fund) | ||||||||
CLASS/TICKER | A | SZMAX | C | SZMCX | INST | SZMIX | S | SCMTX |
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I-3 | |
I-5 | |
I-5 | |
I-5 | |
I-6 | |
I-16 | |
I-20 | |
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I-26 | |
I-28 | |
I-29 | |
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I-32 | |
I-34 | |
I-35 | |
Part II | II-1 |
Detailed Part II table of contents precedes page II-1 |
Board Member | DWS Intermediate Tax- Free Fund | DWS Managed Municipal Bond Fund | DWS Strategic High Yield Tax-Free Fund |
Independent Board Member: | |||
John W. Ballantine | None | Over $100,000 | None |
Henry P. Becton, Jr. | None | None | None |
Dawn-Marie Driscoll | $10,001 - $50,000 | $10,001 - $50,000 | $10,001 - $50,000 |
Keith R. Fox | None | None | None |
Paul K. Freeman | None | None | None |
Richard J. Herring | Over $100,000 | None | None |
William McClayton | None | None | None |
Rebecca W. Rimel | None | Over $100,000 | None |
William N. Searcy, Jr. | None | $10,001 - $50,000 | $10,001 - $50,000 |
Jean Gleason Stromberg | None | $10,001 - $50,000 | $10,001 - $50,000 |
Funds Overseen by Board Member in the DWS Funds | |
Independent Board Member: | |
John W. Ballantine | Over $100,000 |
Henry P. Becton, Jr. | Over $100,000 |
Dawn-Marie Driscoll | Over $100,000 |
Keith R. Fox | Over $100,000 |
Paul K. Freeman | Over $100,000 |
Richard J. Herring | Over $100,000 |
William McClayton | Over $100,000 |
Rebecca W. Rimel | Over $100,000 |
William N. Searcy, Jr. | Over $100,000 |
Jean Gleason Stromberg | Over $100,000 |
(1) | The dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000. |
Independent Board Member | Owner and Relationship to Board Member | Company | Title of Class | Value of Securities on an Aggregate Basis | Percent of Class on an Aggregate Basis |
John W. Ballantine | None | ||||
Henry P. Becton, Jr. | None | ||||
Dawn-Marie Driscoll | None | ||||
Keith R. Fox | None | ||||
Paul K. Freeman | None | ||||
Richard J. Herring | None | ||||
William McClayton | None | ||||
Rebecca W. Rimel | None | ||||
William N. Searcy, Jr. | None | ||||
Jean Gleason Stromberg | None |
Name and Address of Investor | Shares | Percentage |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 59,249,271.128 | 44.53% |
Name and Address of Investor | Shares | Percentage |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 47,281,465.167 | 36.80% |
Name and Address of Investor | Shares | Class | Percentage |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 2,709,215.76 | A | 14.83% |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR JERSEY CITY NJ 07311 | 1,727,570.27 | A | 9.45% |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION XXXXX 4800 DEER LAKE DR EAST 2ND FL JACKSONVILLE FL 32246-6484 | 1,650,973.43 | A | 9.03% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,614,110.01 | A | 8.83% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 1,589,043.82 | A | 8.70% |
UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EXCL BEN CUST UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 1,491,991.55 | A | 8.16% |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 1,408,409.35 | A | 7.71% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 1,371,987.70 | A | 7.51% |
LPL FINANCIAL 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 | 1,128,741.47 | A | 6.18% |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION XXXXX 4800 DEER LAKE DR EAST 2ND FL JACKSONVILLE FL 32246-6484 | 997,619.28 | C | 17.59% |
Name and Address of Investor | Shares | Class | Percentage |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 916,343.35 | C | 16.16% |
UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EXCL BEN CUST UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 770,089.37 | C | 13.58% |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR JERSEY CITY NJ 07311 | 592,474.28 | C | 10.45% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 490,384.19 | C | 8.65% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 426,681.13 | C | 7.52% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 389,289.12 | C | 6.87% |
JP MORGAN SECURITIES LLC OMNIBUS FOR THE EXCLUSIVE BENEFIT OF CUST 3 CHASE METROTECH CENTER 3RD FLOOR MUTUAL FUND DEPARTMENT BROOKLYN NY 11245-0001 | 3,785,832.96 | Institutional | 26.95% |
SEI PRIVATE TR CO C/O ROCKLAND TRUST ID XXX ATTN MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 2,453,317.08 | Institutional | 17.46% |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 1,886,485.80 | Institutional | 13.43% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 | 1,754,550.99 | Institutional | 12.49% |
Name and Address of Investor | Shares | Class | Percentage |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 1,089,109.58 | Institutional | 7.75% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,012,407.86 | Institutional | 7.21% |
SEI PRIVATE TR CO C/O SUNTRUST BANK ID XXX ATTN MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 784,862.37 | Institutional | 5.59% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 56,233,464.15 | S | 59.15% |
CHARLES SCHWAB & CO INC REINVEST ACCOUNT ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 | 7,054,301.00 | S | 7.42% |
Name and Address of Investor | Shares | Class | Percentage |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 19,474,957.31 | A | 12.17% |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR JERSEY CITY NJ 07311 | 16,237,154.23 | A | 10.15% |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 10,565,275.15 | A | 6.60% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 10,254,571.39 | A | 6.41% |
Name and Address of Investor | Shares | Class | Percentage |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 9,675,868.96 | A | 6.05% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 9,353,278.89 | A | 5.84% |
EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD ST LOUIS MO 63131-3729 | 8,184,672.86 | A | 5.11% |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION XXXXX 4800 DEER LAKE DR EAST 2ND FL JACKSONVILLE FL 32246-6484 | 8,088,968.11 | A | 5.05% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 3,148,427.67 | C | 15.31% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 2,830,557.68 | C | 13.76% |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION (XXXXX) 4800 DEER LAKE DR EAST 3RD FL JACKSONVILLE FL 32246-6484 | 2,672,256.13 | C | 12.99% |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 2,618,367.72 | C | 12.73% |
LPL FINANCIAL 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 | 2,368,646.81 | C | 11.51% |
UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EXCL BEN CUST UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 1,720,727.45 | C | 8.37% |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR JERSEY CITY NJ 07311 | 1,470,432.60 | C | 7.15% |
Name and Address of Investor | Shares | Class | Percentage |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 1,181,187.83 | C | 5.74% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 15,040,160.69 | Institutional | 41.62% |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 6,321,464.99 | Institutional | 17.49% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 6,190,661.59 | Institutional | 17.13% |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 4,158,670.19 | Institutional | 11.51% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 | 1,949,274.51 | Institutional | 5.39% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 98,508,697.42 | S | 35.33% |
CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS DEPARTMENT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 | 14,737,071.21 | S | 5.29% |
Name and Address of Investor | Shares | Class | Percentage |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 2,039,790.12 | A | 14.37% |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 1,976,247.98 | A | 13.93% |
Name and Address of Investor | Shares | Class | Percentage |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION XXXXX 4800 DEER LAKE DR EAST 2ND FL JACKSONVILLE FL 32246-6484 | 1,811,086.74 | A | 12.76% |
UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EXCL BEN CUST UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 1,592,265.10 | A | 11.22% |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR JERSEY CITY NJ 07311 | 1,315,535.67 | A | 9.27% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 1,229,301.90 | A | 8.66% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 906,155.44 | A | 6.39% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 867,807.71 | A | 6.12% |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION XXXXX 4800 DEER LAKE DR EAST 2ND FL JACKSONVILLE FL 32246-6484 | 727,144.83 | C | 26.23% |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 432,435.72 | C | 15.60% |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 304,783.81 | C | 10.99% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 227,810.58 | C | 8.22% |
Name and Address of Investor | Shares | Class | Percentage |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR JERSEY CITY NJ 07311 | 189,176.54 | C | 6.82% |
UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EXCL BEN CUST UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 181,781.65 | C | 6.56% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 180,541.10 | C | 6.51% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 33,752,563.27 | Institutional | 55.52% |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 6,509,405.58 | Institutional | 10.71% |
SEI PRIVATE TR CO C/O SUNTRUST BANK ID XXX ATTN MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 6,080,217.45 | Institutional | 10.00% |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 5,043,426.05 | Institutional | 8.30% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT MUTUAL FUNDS DEPARTMENT 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 | 4,791,771.83 | Institutional | 7.88% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 12,573,340.87 | S | 24.79% |
MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN SERVICE TEAM XXXXX 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 8,967,265.64 | S | 17.68% |
Name and Address of Investor | Shares | Class | Percentage |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 7,101,298.52 | S | 14.00% |
CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 | 5,794,317.61 | S | 11.43% |
Name of Committee | Number of Meetings in Last Calendar Year | Functions | Current Members |
AUDIT COMMITTEE | 6 | Assists the Board in fulfilling its responsibility for oversight of (1) the integrity of the financial statements, (2) a fund’s accounting and financial reporting policies and procedures, (3) a fund’s compliance with legal and regulatory requirements related to accounting and financial reporting, (4) valuation of fund assets and securities and (5) the qualifications, independence and performance of the independent registered public accounting firm for a fund. Oversees the valuation of a fund’s securities and other assets and determines, as needed, the fair value of fund securities or other assets under certain circumstances as described in the Valuation Procedures. The Audit Committee has appointed a Valuation Sub-Committee, which may make determinations of fair value required when the Audit Committee is not in session. The current members of the Valuation Sub-Committee are Paul K. Freeman, Richard J. Herring, John W. Ballantine (Alternate), Henry P. Becton, Jr. (Alternate) and William McClayton (Alternate). The Audit Committee also approves and recommends to the Board the appointment, retention or termination of the independent registered public accounting firm for a fund, reviews the scope of audit and internal controls, considers and reports to the Board on matters relating to a fund’s accounting and financial reporting practices, and performs such other tasks as the full Board deems necessary or appropriate. | Paul K. Freeman (Chair), William McClayton (Vice Chair), John W. Ballantine, Henry P. Becton, Jr. and Richard J. Herring |
Name of Committee | Number of Meetings in Last Calendar Year | Functions | Current Members |
NOMINATING AND GOVERNANCE COMMITTEE | 5 | Recommends individuals for membership on the Board, nominates officers, Board and committee chairs, vice chairs and committee members, and oversees the operations of the Board. The Nominating and Governance Committee has not established specific, minimum qualifications that must be met by an individual to be considered by the Nominating and Governance Committee for nomination as a Board Member. The Nominating and Governance Committee may take into account a wide variety of factors in considering Board Member candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities to the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) financial expertise, (v) an assessment of the candidate's ability, judgment and expertise, and (vi) the current composition of the Board. The Committee generally believes that the Board benefits from diversity of background, experience and views among its members, and considers this as a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard. The Nominating and Governance Committee reviews recommendations by shareholders for candidates for Board positions on the same basis as candidates recommended by other sources. Shareholders may recommend candidates for Board positions by forwarding their correspondence by US mail or courier service to Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. | Rebecca W. Rimel (Chair), Henry P. Becton, Jr. (Vice Chair) and William McClayton |
CONTRACT COMMITTEE | 6 | Reviews at least annually, (a) a fund’s financial arrangements with DIMA and its affiliates, and (b) a fund’s expense ratios. | John W. Ballantine (Chair), Dawn-Marie Driscoll (Vice Chair), Paul K. Freeman, Richard J. Herring, William N. Searcy, Jr. and Jean Gleason Stromberg |
INVESTMENT OVERSIGHT COMMITTEE | 5 | Reviews the investment operations of a fund. | William McClayton (Chair), Richard J. Herring (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Dawn-Marie Driscoll, Paul K. Freeman, Rebecca W. Rimel, William N. Searcy, Jr. and Jean Gleason Stromberg |
Name of Committee | Number of Meetings in Last Calendar Year | Functions | Current Members |
OPERATIONS COMMITTEE | 5 | Reviews the administrative operations and general compliance matters of the funds. Reviews administrative matters related to the operations of the funds, policies and procedures relating to portfolio transactions, custody arrangements, fidelity bond and insurance arrangements and such other tasks as the full Board deems necessary or appropriate. | William N. Searcy, Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll and Rebecca W. Rimel |
DIVIDEND COMMITTEE | 1 | Authorizes dividends and other distributions for those funds that are organized as Maryland corporations or as series of a Maryland corporation. The Committee meets on an as-needed basis. The Committee applies only to the following corporations: Deutsche DWS Global/International Fund, Inc. and Deutsche DWS International Fund, Inc. | Keith R. Fox, Dawn-Marie Driscoll, John W. Ballantine (Alternate), Henry P. Becton, Jr. (Alternate), Paul K. Freeman (Alternate), Richard J. Herring (Alternate), William McClayton (Alternate), Rebecca W. Rimel (Alternate), William N. Searcy, Jr. (Alternate) and Jean Gleason Stromberg (Alternate) |
Board Member | DWS Intermediate Tax-Free Fund | DWS Managed Municipal Bond Fund | DWS Strategic High Yield Tax-Free Fund |
Independent Board Member: | |||
John W. Ballantine | $7,734 | $21,526 | $7,841 |
Henry P. Becton, Jr. | $7,083 | $19,687 | $7,182 |
Dawn-Marie Driscoll | $7,083 | $19,687 | $7,182 |
Keith R. Fox | $9,686 | $27,041 | $9,819 |
Paul K. Freeman | $7,734 | $21,526 | $7,841 |
Richard J. Herring | $7,083 | $19,687 | $7,182 |
William McClayton | $7,734 | $21,526 | $7,841 |
Rebecca W. Rimel | $7,734 | $21,526 | $7,841 |
William N. Searcy, Jr. | $7,734 | $21,526 | $7,841 |
Jean Gleason Stromberg | $7,083 | $19,687 | $7,182 |
Board Member | Total Compensation from each fund and DWS Fund Complex(1) |
Independent Board Member: | |
John W. Ballantine(3) | $300,000 |
Henry P. Becton, Jr. | $275,000 |
Dawn-Marie Driscoll | $275,000 |
Keith R. Fox(2) | $375,000 |
Paul K. Freeman(3) | $300,000 |
Richard J. Herring | $275,000 |
William McClayton(3) | $300,000 |
Rebecca W. Rimel(3) | $300,000 |
William N. Searcy, Jr.(3) | $300,000 |
Jean Gleason Stromberg | $275,000 |
(1) | For each Independent Board Member, total compensation from the DWS fund complex represents compensation from 89 funds as of December 31, 2017. |
(2) | Includes $100,000 in annual retainer fees received by Mr. Fox as Chairperson of DWS funds. |
(3) | Includes $25,000 in annual retainer fees for serving as Chairperson of a Board committee. |
Name of Portfolio Manager | Dollar Range of Fund Shares Owned | Dollar Range of All DWS Fund Shares Owned |
A. Gene Caponi | $10,001 - $50,000 | $100,001 - $500,000 |
Ashton P. Goodfield | $10,001 - $50,000 | $500,001 - $1,000,000 |
Carol L. Flynn | $0 | $50,001 - $100,000 |
Michael J. Generazo | $0 | $10,001 - $50,000 |
Name of Portfolio Manager | Dollar Range of Fund Shares Owned | Dollar Range of All DWS Fund Shares Owned |
Ashton P. Goodfield | $100,001 - $500,000 | $500,001 - $1,000,000 |
Matthew J. Caggiano | $10,001 - $50,000 | $50,001 - $100,000 |
Michael J. Generazo | $10,001 - $50,000 | $10,001 - $50,000 |
Name of Portfolio Manager | Dollar Range of Fund Shares Owned | Dollar Range of All DWS Fund Shares Owned |
Ashton P. Goodfield | $100,001 - $500,000 | $500,001 - $1,000,000 |
Matthew J. Caggiano | $10,001 - $50,000 | $50,001 - $100,000 |
Peter Aloisi | $1 - $10,000 | $50,001 - $100,000 |
Name of Portfolio Manager | Number of Registered Investment Companies | Total Assets of Registered Investment Companies | Number of Investment Company Accounts with Performance- Based Fee | Total Assets of Performance-Based Fee Accounts |
A. Gene Caponi | 1 | $136,691,711 | 0 | $0 |
Ashton P. Goodfield | 8 | $8,690,933,831 | 0 | $0 |
Carol L. Flynn | 1 | $136,691,711 | 0 | $0 |
Michael J. Generazo | 3 | $6,032,733,636 | 0 | $0 |
Name of Portfolio Manager | Number of Registered Investment Companies | Total Assets of Registered Investment Companies | Number of Investment Company Accounts with Performance- Based Fee | Total Assets of Performance-Based Fee Accounts |
Ashton P. Goodfield | 8 | $5,743,879,662 | 0 | $0 |
Matthew J. Caggiano | 4 | $3,044,939,256 | 0 | $0 |
Michael J. Generazo | 2 | $1,410,565,154 | 0 | $0 |
Name of Portfolio Manager | Number of Registered Investment Companies | Total Assets of Registered Investment Companies | Number of Investment Company Accounts with Performance- Based Fee | Total Assets of Performance-Based Fee Accounts |
Ashton P. Goodfield | 8 | $8,847,718,394 | 0 | $0 |
Matthew J. Caggiano | 4 | $6,148,777,988 | 0 | $0 |
Peter Aloisi | 1 | $232,852,458 | 0 | $0 |
Name of Portfolio Manager | Number of Pooled Investment Vehicles | Total Assets of Pooled Investment Vehicles | Number of Pooled Investment Vehicle Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts |
A. Gene Caponi | 0 | $0 | 0 | $0 |
Ashton P. Goodfield | 0 | $0 | 0 | $0 |
Carol L. Flynn | 0 | $0 | 0 | $0 |
Michael J. Generazo | 0 | $0 | 0 | $0 |
Name of Portfolio Manager | Number of Pooled Investment Vehicles | Total Assets of Pooled Investment Vehicles | Number of Pooled Investment Vehicle Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts |
Ashton P. Goodfield | 0 | $0 | 0 | $0 |
Matthew J. Caggiano | 1 | $31,391,772 | 0 | $0 |
Michael J. Generazo | 0 | $0 | 0 | $0 |
Name of Portfolio Manager | Number of Pooled Investment Vehicles | Total Assets of Pooled Investment Vehicles | Number of Pooled Investment Vehicle Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts |
Ashton P. Goodfield | 0 | $0 | 0 | $0 |
Matthew J. Caggiano | 1 | $31,391,773 | 0 | $0 |
Peter Aloisi | 0 | $0 | 0 | $0 |
Name of Portfolio Manager | Number of Other Accounts | Total Assets of Other Accounts | Number of Other Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts |
A. Gene Caponi | 0 | $0 | 0 | $0 |
Ashton P. Goodfield | 0 | $0 | 0 | $0 |
Carol L. Flynn | 0 | $0 | 0 | $0 |
Michael J. Generazo | 3 | $54,259,409 | 0 | $0 |
Name of Portfolio Manager | Number of Other Accounts | Total Assets of Other Accounts | Number of Other Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts |
Ashton P. Goodfield | 0 | $0 | 0 | $0 |
Matthew J. Caggiano | 4 | $2,450,952,319 | 0 | $0 |
Michael J. Generazo | 3 | $54,259,409 | 0 | $0 |
Name of Portfolio Manager | Number of Other Accounts | Total Assets of Other Accounts | Number of Other Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts |
Ashton P. Goodfield | 0 | $0 | 0 | $0 |
Matthew J. Caggiano | 4 | $2,450,952,319 | 0 | $0 |
Peter Aloisi | 0 | $0 | 0 | $0 |
Fiscal Year Ended | Gross Amount Paid to DIMA for Advisory Services | Amount Waived by DIMA for Advisory Services | Gross Amount Paid to DIMA for General Administrative Services | Amount Waived by DIMA for General Administrative Services |
2018 | $8,153,575 | $0 | $1,836,238 | $0 |
2017 | $7,991,914 | $0 | $1,795,582 | $113,922 |
2016 | $6,820,825 | $0 | $1,510,911 | $260,943 |
Fiscal Year Ended | Gross Amount Paid to DSC for Transfer Agency Services | Amount Waived by DSC for Transfer Agency Services |
2018 | $114,648 | $114,648 |
2017 | $119,912 | $119,912 |
2016 | $129,804 | $129,804 |
Fiscal Year Ended | Gross Amount Paid to DIMA for Advisory Services | Amount Waived by DIMA for Advisory Services | Gross Amount Paid to DIMA for General Administrative Services | Amount Waived by DIMA for General Administrative Services |
2018 | $15,967,979 | $0 | $4,910,921 | $0 |
2017 | $17,274,472 | $0 | $5,347,314 | $0 |
2016 | $16,932,481 | $0 | $5,231,350 | $98 |
Fiscal Year Ended | Gross Amount Paid to DSC for Transfer Agency Services | Amount Waived by DSC for Transfer Agency Services |
2018 | $474,935 | $313,105 |
2017 | $536,729 | $351,312 |
2016 | $594,169 | $392,106 |
Fiscal Year Ended | Gross Amount Paid to DIMA for Advisory Services | Amount Waived by DIMA for Advisory Services | Gross Amount Paid to DIMA for General Administrative Services | Amount Waived by DIMA for General Administrative Services |
2018 | $5,435,840 | $0 | $1,725,663 | $0 |
2017 | $6,070,497 | $0 | $1,927,142 | $0 |
2016 | $6,107,201 | $0 | $1,938,794 | $0 |
Fiscal Year Ended | Gross Amount Paid to DSC for Transfer Agency Services | Amount Waived by DSC for Transfer Agency Services |
2018 | $76,374 | $52,878 |
2017 | $92,168 | $56,309 |
2016 | $103,152 | $67,286 |
Fiscal Year | Aggregate Sales Commissions | Aggregate Commissions Retained by DDI | |
DWS Strategic High Yield Tax-Free Fund | 2018 | $9,461 | $6,903 |
2017 | $35,000 | $26,000 | |
2016 | $21,000 | $17,000 | |
DWS Managed Municipal Bond Fund | 2018 | $52,581 | $39,818 |
2017 | $145,000 | $115,000 | |
2016 | $134,000 | $87,000 | |
DWS Intermediate Tax-Free Fund | 2018 | $3,968 | $2,220 |
2017 | $10,000 | $8,000 | |
2016 | $7,000 | $6,000 |
Fiscal Year | Class A Shares | Class B Shares(1) | Class C Shares | |
DWS Strategic High Yield Tax-Free Fund | 2018 | $2,897 | $0 | $2,310 |
2017 | $10,868 | $0 | $14,430 | |
2016 | $4,868 | $902 | $10,180 | |
DWS Managed Municipal Bond Fund | 2018 | $84,397 | $0 | $22,770 |
2017 | $183,984 | $0 | $101,666 | |
2016 | $16,815 | $0 | $24,678 | |
DWS Intermediate Tax-Free Fund | 2018 | $1,463 | $0 | $4,525 |
2017 | $1,824 | $0 | $4,166 | |
2016 | $4,527 | $0 | $6,623 |
12b-1 Distribution Fees | 12b-1 Shareholder Services Fees | 12b-1 Shareholder Services Fees Waived | ||
DWS Strategic High Yield Tax-Free Fund | Class A | N/A | $614,457 | $100,841 |
Class C | $745,949 | $248,482 | $50,302 | |
DWS Managed Municipal Bond Fund | Class A | N/A | $3,918,127 | $0 |
Class C | $1,773,792 | $591,211 | $0 | |
DWS Intermediate Tax-Free Fund | Class A | N/A | $472,364 | $0 |
Class C | $312,061 | $103,941 | $838 |
Fund | 2018 | 2017 |
DWS Strategic High Yield Tax-Free Fund | 34% | 54% |
DWS Managed Municipal Bond Fund | 42% | 38% |
DWS Intermediate Tax-Free Fund | 44% | 36% |
Fiscal Year | Brokerage Commissions Paid by Fund | |
DWS Strategic High Yield Tax-Free Fund | 2018 | $0 |
2017 | $0 | |
2016 | $0 | |
DWS Managed Municipal Bond Fund | 2018 | $0 |
2017 | $0 | |
2016 | $0 | |
DWS Intermediate Tax-Free Fund | 2018 | $0 |
2017 | $0 | |
2016 | $0 |
Fiscal Year | Name of Affiliated Broker | Affiliation | Aggregate Brokerage Commissions Paid by Fund to Affiliated Brokers | % of the Total Brokerage Commissions | % of the Aggregate Dollar Value of all Portfolio Transactions | |
DWS Strategic High Yield Tax-Free Fund | 2018 | None | — | None | — | — |
2017 | None | — | None | — | — | |
2016 | None | — | None | — | — | |
DWS Managed Municipal Bond Fund | 2018 | None | — | None | — | — |
2017 | None | — | None | — | — | |
2016 | None | — | None | — | — | |
DWS Intermediate Tax-Free Fund | 2018 | None | — | None | — | — |
2017 | None | — | None | — | — | |
2016 | None | — | None | — | — |
Fund | Amount of Transactions | Related Commissions |
DWS Strategic High Yield Tax-Free Fund | $0 | $0 |
DWS Managed Municipal Bond Fund | $0 | $0 |
DWS Intermediate Tax-Free Fund | $0 | $0 |
Fund | Class | CUSIP Number |
DWS Strategic High Yield Tax-Free Fund | Class A | 25158T103 |
Fiscal Year End: 5/31 | Class C | 25158T301 |
Class S | 25158T400 | |
Institutional Class | 25158T509 | |
DWS Managed Municipal Bond Fund | Class A | 25158T608 |
Fiscal Year End: 5/31 | Class C | 25158T822 |
Class S | 25158T848 | |
Institutional Class | 25158T855 | |
DWS Intermediate Tax-Free Fund | Class A | 25159H108 |
Fiscal Year End: 5/31 | Class C | 25159H306 |
Class S | 25159H405 | |
Institutional Class | 25159H504 |
DWS Strategic High Yield Tax-Free Fund (formerly Deutsche Strategic High Yield Tax-Free Fund) | ||
CLASS/TICKER | T | NOTUX |
DWS Managed Municipal Bond Fund (formerly Deutsche Managed Municipal Bond Fund) | ||
CLASS/TICKER | T | SMLTX |
DWS Intermediate Tax-Free Fund (formerly DWS Intermediate Tax/AMT Free Fund) | ||
CLASS/TICKER | T | SZMTX |
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Part II | II-1 |
Detailed Part II table of contents precedes page II-1 |
Board Member | DWS Intermediate Tax- Free Fund | DWS Managed Municipal Bond Fund | DWS Strategic High Yield Tax-Free Fund |
Independent Board Member: | |||
John W. Ballantine | None | Over $100,000 | None |
Henry P. Becton, Jr. | None | None | None |
Dawn-Marie Driscoll | $10,001 - $50,000 | $10,001 - $50,000 | $10,001 - $50,000 |
Keith R. Fox | None | None | None |
Paul K. Freeman | None | None | None |
Richard J. Herring | Over $100,000 | None | None |
William McClayton | None | None | None |
Rebecca W. Rimel | None | Over $100,000 | None |
William N. Searcy, Jr. | None | $10,001 - $50,000 | $10,001 - $50,000 |
Jean Gleason Stromberg | None | $10,001 - $50,000 | $10,001 - $50,000 |
Funds Overseen by Board Member in the DWS Funds | |
Independent Board Member: | |
John W. Ballantine | Over $100,000 |
Henry P. Becton, Jr. | Over $100,000 |
Dawn-Marie Driscoll | Over $100,000 |
Keith R. Fox | Over $100,000 |
Paul K. Freeman | Over $100,000 |
Richard J. Herring | Over $100,000 |
William McClayton | Over $100,000 |
Rebecca W. Rimel | Over $100,000 |
William N. Searcy, Jr. | Over $100,000 |
Jean Gleason Stromberg | Over $100,000 |
(1) | The dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000. |
Independent Board Member | Owner and Relationship to Board Member | Company | Title of Class | Value of Securities on an Aggregate Basis | Percent of Class on an Aggregate Basis |
John W. Ballantine | None | ||||
Henry P. Becton, Jr. | None | ||||
Dawn-Marie Driscoll | None | ||||
Keith R. Fox | None | ||||
Paul K. Freeman | None | ||||
Richard J. Herring | None | ||||
William McClayton | None | ||||
Rebecca W. Rimel | None | ||||
William N. Searcy, Jr. | None | ||||
Jean Gleason Stromberg | None |
Name and Address of Investor | Shares | Percentage |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 59,249,271.128 | 44.53% |
Name and Address of Investor | Shares | Percentage |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 47,281,465.167 | 36.80% |
Name and Address of Investor | Shares | Class | Percentage |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 2,709,215.76 | A | 14.83% |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR JERSEY CITY NJ 07311 | 1,727,570.27 | A | 9.45% |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION XXXXX 4800 DEER LAKE DR EAST 2ND FL JACKSONVILLE FL 32246-6484 | 1,650,973.43 | A | 9.03% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,614,110.01 | A | 8.83% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 1,589,043.82 | A | 8.70% |
UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EXCL BEN CUST UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 1,491,991.55 | A | 8.16% |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 1,408,409.35 | A | 7.71% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 1,371,987.70 | A | 7.51% |
LPL FINANCIAL 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 | 1,128,741.47 | A | 6.18% |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION XXXXX 4800 DEER LAKE DR EAST 2ND FL JACKSONVILLE FL 32246-6484 | 997,619.28 | C | 17.59% |
Name and Address of Investor | Shares | Class | Percentage |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 916,343.35 | C | 16.16% |
UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EXCL BEN CUST UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 770,089.37 | C | 13.58% |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR JERSEY CITY NJ 07311 | 592,474.28 | C | 10.45% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 490,384.19 | C | 8.65% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 426,681.13 | C | 7.52% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 389,289.12 | C | 6.87% |
JP MORGAN SECURITIES LLC OMNIBUS FOR THE EXCLUSIVE BENEFIT OF CUST 3 CHASE METROTECH CENTER 3RD FLOOR MUTUAL FUND DEPARTMENT BROOKLYN NY 11245-0001 | 3,785,832.96 | Institutional | 26.95% |
SEI PRIVATE TR CO C/O ROCKLAND TRUST ID XXX ATTN MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 2,453,317.08 | Institutional | 17.46% |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 1,886,485.80 | Institutional | 13.43% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 | 1,754,550.99 | Institutional | 12.49% |
Name and Address of Investor | Shares | Class | Percentage |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 1,089,109.58 | Institutional | 7.75% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 1,012,407.86 | Institutional | 7.21% |
SEI PRIVATE TR CO C/O SUNTRUST BANK ID XXX ATTN MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 784,862.37 | Institutional | 5.59% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 56,233,464.15 | S | 59.15% |
CHARLES SCHWAB & CO INC REINVEST ACCOUNT ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 | 7,054,301.00 | S | 7.42% |
Name and Address of Investor | Shares | Class | Percentage |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 19,474,957.31 | A | 12.17% |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR JERSEY CITY NJ 07311 | 16,237,154.23 | A | 10.15% |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 10,565,275.15 | A | 6.60% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 10,254,571.39 | A | 6.41% |
Name and Address of Investor | Shares | Class | Percentage |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 9,675,868.96 | A | 6.05% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 9,353,278.89 | A | 5.84% |
EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER RD ST LOUIS MO 63131-3729 | 8,184,672.86 | A | 5.11% |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION XXXXX 4800 DEER LAKE DR EAST 2ND FL JACKSONVILLE FL 32246-6484 | 8,088,968.11 | A | 5.05% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 3,148,427.67 | C | 15.31% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 2,830,557.68 | C | 13.76% |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION (XXXXX) 4800 DEER LAKE DR EAST 3RD FL JACKSONVILLE FL 32246-6484 | 2,672,256.13 | C | 12.99% |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 2,618,367.72 | C | 12.73% |
LPL FINANCIAL 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968 | 2,368,646.81 | C | 11.51% |
UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EXCL BEN CUST UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 1,720,727.45 | C | 8.37% |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR JERSEY CITY NJ 07311 | 1,470,432.60 | C | 7.15% |
Name and Address of Investor | Shares | Class | Percentage |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 1,181,187.83 | C | 5.74% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 15,040,160.69 | Institutional | 41.62% |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 6,321,464.99 | Institutional | 17.49% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 6,190,661.59 | Institutional | 17.13% |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 4,158,670.19 | Institutional | 11.51% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 | 1,949,274.51 | Institutional | 5.39% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 98,508,697.42 | S | 35.33% |
CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS DEPARTMENT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 | 14,737,071.21 | S | 5.29% |
Name and Address of Investor | Shares | Class | Percentage |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 2,039,790.12 | A | 14.37% |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 1,976,247.98 | A | 13.93% |
Name and Address of Investor | Shares | Class | Percentage |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION XXXXX 4800 DEER LAKE DR EAST 2ND FL JACKSONVILLE FL 32246-6484 | 1,811,086.74 | A | 12.76% |
UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EXCL BEN CUST UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 1,592,265.10 | A | 11.22% |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR JERSEY CITY NJ 07311 | 1,315,535.67 | A | 9.27% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 1,229,301.90 | A | 8.66% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 906,155.44 | A | 6.39% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 867,807.71 | A | 6.12% |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION XXXXX 4800 DEER LAKE DR EAST 2ND FL JACKSONVILLE FL 32246-6484 | 727,144.83 | C | 26.23% |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 432,435.72 | C | 15.60% |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 304,783.81 | C | 10.99% |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM XXXXXXXX ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716-1100 | 227,810.58 | C | 8.22% |
Name and Address of Investor | Shares | Class | Percentage |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR JERSEY CITY NJ 07311 | 189,176.54 | C | 6.82% |
UBS WM USA OMNI ACCOUNT M/F SPEC CDY A/C EXCL BEN CUST UBSFSI 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 | 181,781.65 | C | 6.56% |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 | 180,541.10 | C | 6.51% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 33,752,563.27 | Institutional | 55.52% |
FIRST CLEARING LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET ST ST LOUIS MO 63103-2523 | 6,509,405.58 | Institutional | 10.71% |
SEI PRIVATE TR CO C/O SUNTRUST BANK ID XXX ATTN MUTUAL FUND ADMINISTRATOR 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 6,080,217.45 | Institutional | 10.00% |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 5,043,426.05 | Institutional | 8.30% |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT MUTUAL FUNDS DEPARTMENT 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151 | 4,791,771.83 | Institutional | 7.88% |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENE OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT - 4TH FL 499 WASHINGTON BLVD JERSEY CITY NJ 07310-1995 | 12,573,340.87 | S | 24.79% |
MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN SERVICE TEAM XXXXX 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 | 8,967,265.64 | S | 17.68% |
Name and Address of Investor | Shares | Class | Percentage |
PERSHING LLC 1 PERSHING PLZ JERSEY CITY NJ 07399-0001 | 7,101,298.52 | S | 14.00% |
CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 | 5,794,317.61 | S | 11.43% |
Name of Committee | Number of Meetings in Last Calendar Year | Functions | Current Members |
AUDIT COMMITTEE | 6 | Assists the Board in fulfilling its responsibility for oversight of (1) the integrity of the financial statements, (2) a fund’s accounting and financial reporting policies and procedures, (3) a fund’s compliance with legal and regulatory requirements related to accounting and financial reporting, (4) valuation of fund assets and securities and (5) the qualifications, independence and performance of the independent registered public accounting firm for a fund. Oversees the valuation of a fund’s securities and other assets and determines, as needed, the fair value of fund securities or other assets under certain circumstances as described in the Valuation Procedures. The Audit Committee has appointed a Valuation Sub-Committee, which may make determinations of fair value required when the Audit Committee is not in session. The current members of the Valuation Sub-Committee are Paul K. Freeman, Richard J. Herring, John W. Ballantine (Alternate), Henry P. Becton, Jr. (Alternate) and William McClayton (Alternate). The Audit Committee also approves and recommends to the Board the appointment, retention or termination of the independent registered public accounting firm for a fund, reviews the scope of audit and internal controls, considers and reports to the Board on matters relating to a fund’s accounting and financial reporting practices, and performs such other tasks as the full Board deems necessary or appropriate. | Paul K. Freeman (Chair), William McClayton (Vice Chair), John W. Ballantine, Henry P. Becton, Jr. and Richard J. Herring |
Name of Committee | Number of Meetings in Last Calendar Year | Functions | Current Members |
NOMINATING AND GOVERNANCE COMMITTEE | 5 | Recommends individuals for membership on the Board, nominates officers, Board and committee chairs, vice chairs and committee members, and oversees the operations of the Board. The Nominating and Governance Committee has not established specific, minimum qualifications that must be met by an individual to be considered by the Nominating and Governance Committee for nomination as a Board Member. The Nominating and Governance Committee may take into account a wide variety of factors in considering Board Member candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities to the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) financial expertise, (v) an assessment of the candidate's ability, judgment and expertise, and (vi) the current composition of the Board. The Committee generally believes that the Board benefits from diversity of background, experience and views among its members, and considers this as a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard. The Nominating and Governance Committee reviews recommendations by shareholders for candidates for Board positions on the same basis as candidates recommended by other sources. Shareholders may recommend candidates for Board positions by forwarding their correspondence by US mail or courier service to Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. | Rebecca W. Rimel (Chair), Henry P. Becton, Jr. (Vice Chair) and William McClayton |
CONTRACT COMMITTEE | 6 | Reviews at least annually, (a) a fund’s financial arrangements with DIMA and its affiliates, and (b) a fund’s expense ratios. | John W. Ballantine (Chair), Dawn-Marie Driscoll (Vice Chair), Paul K. Freeman, Richard J. Herring, William N. Searcy, Jr. and Jean Gleason Stromberg |
INVESTMENT OVERSIGHT COMMITTEE | 5 | Reviews the investment operations of a fund. | William McClayton (Chair), Richard J. Herring (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Dawn-Marie Driscoll, Paul K. Freeman, Rebecca W. Rimel, William N. Searcy, Jr. and Jean Gleason Stromberg |
Name of Committee | Number of Meetings in Last Calendar Year | Functions | Current Members |
OPERATIONS COMMITTEE | 5 | Reviews the administrative operations and general compliance matters of the funds. Reviews administrative matters related to the operations of the funds, policies and procedures relating to portfolio transactions, custody arrangements, fidelity bond and insurance arrangements and such other tasks as the full Board deems necessary or appropriate. | William N. Searcy, Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll and Rebecca W. Rimel |
DIVIDEND COMMITTEE | 1 | Authorizes dividends and other distributions for those funds that are organized as Maryland corporations or as series of a Maryland corporation. The Committee meets on an as-needed basis. The Committee applies only to the following corporations: Deutsche DWS Global/International Fund, Inc. and Deutsche DWS International Fund, Inc. | Keith R. Fox, Dawn-Marie Driscoll, John W. Ballantine (Alternate), Henry P. Becton, Jr. (Alternate), Paul K. Freeman (Alternate), Richard J. Herring (Alternate), William McClayton (Alternate), Rebecca W. Rimel (Alternate), William N. Searcy, Jr. (Alternate) and Jean Gleason Stromberg (Alternate) |
Board Member | DWS Intermediate Tax-Free Fund | DWS Managed Municipal Bond Fund | DWS Strategic High Yield Tax-Free Fund |
Independent Board Member: | |||
John W. Ballantine | $7,734 | $21,526 | $7,841 |
Henry P. Becton, Jr. | $7,083 | $19,687 | $7,182 |
Dawn-Marie Driscoll | $7,083 | $19,687 | $7,182 |
Keith R. Fox | $9,686 | $27,041 | $9,819 |
Paul K. Freeman | $7,734 | $21,526 | $7,841 |
Richard J. Herring | $7,083 | $19,687 | $7,182 |
William McClayton | $7,734 | $21,526 | $7,841 |
Rebecca W. Rimel | $7,734 | $21,526 | $7,841 |
William N. Searcy, Jr. | $7,734 | $21,526 | $7,841 |
Jean Gleason Stromberg | $7,083 | $19,687 | $7,182 |
Board Member | Total Compensation from each fund and DWS Fund Complex(1) |
Independent Board Member: | |
John W. Ballantine(3) | $300,000 |
Henry P. Becton, Jr. | $275,000 |
Dawn-Marie Driscoll | $275,000 |
Keith R. Fox(2) | $375,000 |
Paul K. Freeman(3) | $300,000 |
Richard J. Herring | $275,000 |
William McClayton(3) | $300,000 |
Rebecca W. Rimel(3) | $300,000 |
William N. Searcy, Jr.(3) | $300,000 |
Jean Gleason Stromberg | $275,000 |
(1) | For each Independent Board Member, total compensation from the DWS fund complex represents compensation from 89 funds as of December 31, 2017. |
(2) | Includes $100,000 in annual retainer fees received by Mr. Fox as Chairperson of DWS funds. |
(3) | Includes $25,000 in annual retainer fees for serving as Chairperson of a Board committee. |
Name of Portfolio Manager | Dollar Range of Fund Shares Owned | Dollar Range of All DWS Fund Shares Owned |
A. Gene Caponi | $10,001 - $50,000 | $100,001 - $500,000 |
Ashton P. Goodfield | $10,001 - $50,000 | $500,001 - $1,000,000 |
Carol L. Flynn | $0 | $50,001 - $100,000 |
Michael J. Generazo | $0 | $10,001 - $50,000 |
Name of Portfolio Manager | Dollar Range of Fund Shares Owned | Dollar Range of All DWS Fund Shares Owned |
Ashton P. Goodfield | $100,001 - $500,000 | $500,001 - $1,000,000 |
Matthew J. Caggiano | $10,001 - $50,000 | $50,001 - $100,000 |
Michael J. Generazo | $10,001 - $50,000 | $10,001 - $50,000 |
Name of Portfolio Manager | Dollar Range of Fund Shares Owned | Dollar Range of All DWS Fund Shares Owned |
Ashton P. Goodfield | $100,001 - $500,000 | $500,001 - $1,000,000 |
Matthew J. Caggiano | $10,001 - $50,000 | $50,001 - $100,000 |
Peter Aloisi | $1 - $10,000 | $50,001 - $100,000 |
Name of Portfolio Manager | Number of Registered Investment Companies | Total Assets of Registered Investment Companies | Number of Investment Company Accounts with Performance- Based Fee | Total Assets of Performance-Based Fee Accounts |
A. Gene Caponi | 1 | $136,691,711 | 0 | $0 |
Ashton P. Goodfield | 8 | $8,690,933,831 | 0 | $0 |
Carol L. Flynn | 1 | $136,691,711 | 0 | $0 |
Michael J. Generazo | 3 | $6,032,733,636 | 0 | $0 |
Name of Portfolio Manager | Number of Registered Investment Companies | Total Assets of Registered Investment Companies | Number of Investment Company Accounts with Performance- Based Fee | Total Assets of Performance-Based Fee Accounts |
Ashton P. Goodfield | 8 | $5,743,879,662 | 0 | $0 |
Matthew J. Caggiano | 4 | $3,044,939,256 | 0 | $0 |
Michael J. Generazo | 2 | $1,410,565,154 | 0 | $0 |
Name of Portfolio Manager | Number of Registered Investment Companies | Total Assets of Registered Investment Companies | Number of Investment Company Accounts with Performance- Based Fee | Total Assets of Performance-Based Fee Accounts |
Ashton P. Goodfield | 8 | $8,847,718,394 | 0 | $0 |
Matthew J. Caggiano | 4 | $6,148,777,988 | 0 | $0 |
Peter Aloisi | 1 | $232,852,458 | 0 | $0 |
Name of Portfolio Manager | Number of Pooled Investment Vehicles | Total Assets of Pooled Investment Vehicles | Number of Pooled Investment Vehicle Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts |
A. Gene Caponi | 0 | $0 | 0 | $0 |
Ashton P. Goodfield | 0 | $0 | 0 | $0 |
Carol L. Flynn | 0 | $0 | 0 | $0 |
Michael J. Generazo | 0 | $0 | 0 | $0 |
Name of Portfolio Manager | Number of Pooled Investment Vehicles | Total Assets of Pooled Investment Vehicles | Number of Pooled Investment Vehicle Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts |
Ashton P. Goodfield | 0 | $0 | 0 | $0 |
Matthew J. Caggiano | 1 | $31,391,772 | 0 | $0 |
Michael J. Generazo | 0 | $0 | 0 | $0 |
Name of Portfolio Manager | Number of Pooled Investment Vehicles | Total Assets of Pooled Investment Vehicles | Number of Pooled Investment Vehicle Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts |
Ashton P. Goodfield | 0 | $0 | 0 | $0 |
Matthew J. Caggiano | 1 | $31,391,773 | 0 | $0 |
Peter Aloisi | 0 | $0 | 0 | $0 |
Name of Portfolio Manager | Number of Other Accounts | Total Assets of Other Accounts | Number of Other Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts |
A. Gene Caponi | 0 | $0 | 0 | $0 |
Ashton P. Goodfield | 0 | $0 | 0 | $0 |
Carol L. Flynn | 0 | $0 | 0 | $0 |
Michael J. Generazo | 3 | $54,259,409 | 0 | $0 |
Name of Portfolio Manager | Number of Other Accounts | Total Assets of Other Accounts | Number of Other Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts |
Ashton P. Goodfield | 0 | $0 | 0 | $0 |
Matthew J. Caggiano | 4 | $2,450,952,319 | 0 | $0 |
Michael J. Generazo | 3 | $54,259,409 | 0 | $0 |
Name of Portfolio Manager | Number of Other Accounts | Total Assets of Other Accounts | Number of Other Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts |
Ashton P. Goodfield | 0 | $0 | 0 | $0 |
Matthew J. Caggiano | 4 | $2,450,952,319 | 0 | $0 |
Peter Aloisi | 0 | $0 | 0 | $0 |
Fiscal Year Ended | Gross Amount Paid to DIMA for Advisory Services | Amount Waived by DIMA for Advisory Services | Gross Amount Paid to DIMA for General Administrative Services | Amount Waived by DIMA for General Administrative Services |
2018 | $8,153,575 | $0 | $1,836,238 | $0 |
2017 | $7,991,914 | $0 | $1,795,582 | $113,922 |
2016 | $6,820,825 | $0 | $1,510,911 | $260,943 |
Fiscal Year Ended | Gross Amount Paid to DSC for Transfer Agency Services | Amount Waived by DSC for Transfer Agency Services |
2018 | $114,648 | $114,648 |
2017 | $119,912 | $119,912 |
2016 | $129,804 | $129,804 |
Fiscal Year Ended | Gross Amount Paid to DIMA for Advisory Services | Amount Waived by DIMA for Advisory Services | Gross Amount Paid to DIMA for General Administrative Services | Amount Waived by DIMA for General Administrative Services |
2018 | $15,967,979 | $0 | $4,910,921 | $0 |
2017 | $17,274,472 | $0 | $5,347,314 | $0 |
2016 | $16,932,481 | $0 | $5,231,350 | $98 |
Fiscal Year Ended | Gross Amount Paid to DSC for Transfer Agency Services | Amount Waived by DSC for Transfer Agency Services |
2018 | $474,935 | $313,105 |
2017 | $536,729 | $351,312 |
2016 | $594,169 | $392,106 |
Fiscal Year Ended | Gross Amount Paid to DIMA for Advisory Services | Amount Waived by DIMA for Advisory Services | Gross Amount Paid to DIMA for General Administrative Services | Amount Waived by DIMA for General Administrative Services |
2018 | $5,435,840 | $0 | $1,725,663 | $0 |
2017 | $6,070,497 | $0 | $1,927,142 | $0 |
2016 | $6,107,201 | $0 | $1,938,794 | $0 |
Fiscal Year Ended | Gross Amount Paid to DSC for Transfer Agency Services | Amount Waived by DSC for Transfer Agency Services |
2018 | $76,374 | $52,878 |
2017 | $92,168 | $56,309 |
2016 | $103,152 | $67,286 |
Fund | 2018 | 2017 |
DWS Strategic High Yield Tax-Free Fund | 34% | 54% |
DWS Managed Municipal Bond Fund | 42% | 38% |
DWS Intermediate Tax-Free Fund | 44% | 36% |
Fiscal Year | Brokerage Commissions Paid by Fund | |
DWS Strategic High Yield Tax-Free Fund | 2018 | $0 |
2017 | $0 | |
2016 | $0 | |
DWS Managed Municipal Bond Fund | 2018 | $0 |
2017 | $0 | |
2016 | $0 | |
DWS Intermediate Tax-Free Fund | 2018 | $0 |
2017 | $0 | |
2016 | $0 |
Fiscal Year | Name of Affiliated Broker | Affiliation | Aggregate Brokerage Commissions Paid by Fund to Affiliated Brokers | % of the Total Brokerage Commissions | % of the Aggregate Dollar Value of all Portfolio Transactions | |
DWS Strategic High Yield Tax-Free Fund | 2018 | None | — | None | — | — |
2017 | None | — | None | — | — | |
2016 | None | — | None | — | — | |
DWS Managed Municipal Bond Fund | 2018 | None | — | None | — | — |
2017 | None | — | None | — | — | |
2016 | None | — | None | — | — | |
DWS Intermediate Tax-Free Fund | 2018 | None | — | None | — | — |
2017 | None | — | None | — | — | |
2016 | None | — | None | — | — |
Fund | Amount of Transactions | Related Commissions |
DWS Strategic High Yield Tax-Free Fund | $0 | $0 |
DWS Managed Municipal Bond Fund | $0 | $0 |
DWS Intermediate Tax-Free Fund | $0 | $0 |
Fund | Class | CUSIP Number |
DWS Strategic High Yield Tax-Free Fund | Class T | 25158T798 |
Fiscal Year End: 5/31 | ||
DWS Managed Municipal Bond Fund | Class T | 25158T780 |
Fiscal Year End: 5/31 | ||
DWS Intermediate Tax-Free Fund | Class T | 25159H603 |
Fiscal Year End: 5/31 | ||
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Name, Year of Birth, Position with the Trust/Corporation and Length of Time Served(1) | Business Experience and Directorships During the Past 5 Years | Number of Funds in DWS Fund Complex Overseen | Other Directorships Held by Board Member |
Keith R. Fox, CFA (1954) Chairperson since 2017, and 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) | 86 | - |
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: Director and Chairman of the Board, Healthways Inc.(2) (population well-being and wellness services) (2003-2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International. Not-for-Profit Director/Trustee: Palm Beach Civic Assn.; Public Radio International; Window to the World Communications (public media); Harris Theater for Music and Dance (Chicago) | 86 | Portland General Electric(2) (utility company) (2003-present) |
Name, Year of Birth, Position with the Trust/Corporation and Length of Time Served(1) | Business Experience and Directorships During the Past 5 Years | Number of Funds in DWS Fund Complex Overseen | Other Directorships Held by Board Member |
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); The Pew Charitable Trusts (charitable organization); Massachusetts Humane Society; American Documentary, Inc. (public media); Overseer of the New England Conservatory; former Directorships: Becton Dickinson and Company(2) (medical technology company); Belo Corporation(2) (media company); 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; North Bennett Street School (Boston) | 86 | |
Dawn-Marie Driscoll (1946) Board Member since 1987 | Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978-1988); Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007-2015); Sun Capital Advisers Trust (mutual funds) (2007-2012); Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees) | 86 | - |
Paul K. Freeman (1950) Board Member since 1993 | Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former chair); Investment Company Institute (executive committee); Adjunct Professor, University of Denver Law School (2017-present); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986-1998); Directorships: Knoebel Institute for Healthy Aging, University of Denver (2017-present); former Directorships: Prisma Energy International; Denver Zoo Foundation (2012-2018) | 86 | - |
Name, Year of Birth, Position with the Trust/Corporation and Length of Time Served(1) | Business Experience and Directorships During the Past 5 Years | Number of Funds in DWS Fund Complex Overseen | Other Directorships Held by Board Member |
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; formerly: Vice Dean and Director, Wharton Undergraduate Division (July 1995-June 2000); Director, Lauder Institute of International Management Studies (July 2000-June 2006) | 86 | Director, Aberdeen Singapore and Japan Funds (since 2007), Independent Director of Barclays Bank Delaware (since September 2010) |
William McClayton (1944) 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 | 86 | - |
Rebecca W. Rimel (1951) Board Member since 1995 | President, Chief Executive Officer and Director, The Pew Charitable Trusts (charitable organization) (1994-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) | 86 | Director, Becton Dickinson and Company(2) (medical technology company) (2012-present); Director, BioTelemetry Inc.(2) (healthcare) (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) | 86 | - |
Jean Gleason Stromberg (1943) Board Member since 1997 | Retired; formerly: Consultant (1997-2001); Director, Financial Markets US Government Accountability Office (1996-1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978-1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000-2015); Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002-2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987-1990 and 1994-1996) | 86 | - |
Name, Year of Birth, Position with the Trust/Corporation and Length of Time Served(5) | Business Experience and Directorships During the Past 5 Years |
Hepsen Uzcan(6)(9) (1974) President and Chief Executive Officer, 2017-present Assistant Secretary, 2013-present | Managing Director(3), DWS; Secretary, DWS USA Corporation (since March 2018); Assistant Secretary, DWS Distributors, Inc.(since June 25, 2018); Director and Vice President, DWS Service Company (since June 25, 2018); Assistant Secretary, DWS Investment Management Americas, Inc. (since June 25, 2018); and Director and President, DB Investment Managers, Inc. (since June 25, 2018); formerly: Vice President for the Deutsche funds (2016-2017) |
John Millette(8) (1962) Vice President and Secretary, 1999-present | Director(3), DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015-present); and Director and Vice President, DWS Trust Company (2016-present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015-2017) |
Diane Kenneally(8)(10) (1966) Treasurer and Chief Financial Officer (since 2018) | Director(3), DWS; formerly: Assistant Treasurer for the DWS funds (2007-2018) |
Caroline Pearson(8) (1962) Chief Legal Officer, 2010-present | Managing Director(3), DWS; formerly: Secretary, Deutsche AM Distributors, Inc. (2002-2017); and Secretary, Deutsche AM Service Company (2010-2017) |
Scott D. Hogan(8) (1970) Chief Compliance Officer, 2016-present | Director(3), DWS |
Wayne Salit(7) (1967) Anti-Money Laundering Compliance Officer, 2014-present | Director(3), Deutsche Bank; and AML Officer, DWS Trust Company; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011-2014); and Director, AML Compliance Officer at Deutsche Bank (2004-2011) |
Sheila Cadogan(8)(1966) Assistant Treasurer, 2017-present | Director(3), DWS; Director and Vice President, DWS Trust Company (since 2018) |
Paul Antosca(8)(1957) Assistant Treasurer, 2007-present | Director(3), DWS |
(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 or its affiliates, these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the 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: 345 Park Avenue, New York, New York 10154. |
(7) | Address: 60 Wall Street, New York, New York 10005. |
(8) | Address: One International Place, Boston, Massachusetts 02110. |
(9) | Appointed President and Chief Executive Officer effective December 1, 2017. |
(10) | Appointed Treasurer and Chief Financial Officer effective July 2, 2018. |
Hepsen Uzcan: | Assistant Secretary |
• | Fixed Pay (FP) is the key and primary element of compensation and reflects the value of the individual’s role and function within the organization. It rewards factors that an employee brings to the organization such as skills and experience, while reflecting regional and divisional (i.e. DWS) specifics. FP levels play a significant role in ensuring competitiveness of the Advisor and its affiliates in the labor market, thus benchmarking provides a valuable input when determining FP levels. |
• | Variable Compensation (VC) is a discretionary compensation element that enables the Advisor and its affiliates to provide additional reward to employees for their performance and behaviors, while reflecting DWS affordability and the financial situation of Deutsche Bank AG (the “Bank”) and DWS. VC aims to: |
− | Recognize that every employee contributes to the DWS Group’s success through the Bank component of VC (Group Component), |
− | Reflect individual performance through discretionary individual VC (Individual Component), and |
− | Reward outstanding contributions at the junior levels through the discretionary Recognition Award. |
• | Quantitative measures (e.g. one-, three- and five-year pre-tax returns versus the appropriate Morningstar peer group universe for a fund, or versus the appropriate iMoneyNet peer group for a money market fund or relevant benchmark index(es) set forth in the governing documents with respect to each other account type, taking risk targets into account) are utilized to measure performance. |
• | Qualitative measures (e.g. adherence to, as well as contributions to, the enhancement of the investment process) are included in the performance review. |
• | Other factors (e.g. non-investment related performance, teamwork, adherence to compliance rules, risk management and “living the values” of the Advisor and its affiliates) are included as part of a discretionary component of the review process, giving management the ability to consider additional markers of performance on a subjective basis. |
• | Certain investments may be appropriate for a fund and also for other clients advised by the Advisor, including other client accounts managed by a fund’s portfolio management team. Investment decisions for a fund and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment and the size of their investments generally. A particular security may be bought or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, because clients of the Advisor may have differing investment strategies, a particular security may be bought for one or more clients when one or more other clients are selling the security. The investment results achieved for a fund may differ from the results achieved for other clients of the Advisor. In addition, purchases or sales of the same security may be made for two or more clients on the same day. In such event, such transactions will be allocated among the clients in a manner believed by the Advisor to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities purchased or sold by a fund. Purchase and sale orders for a fund may be combined with those of other clients of the Advisor in the interest of achieving the most favorable net results to a fund and the other clients. |
• | To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide time and attention among relevant accounts. The Advisor attempts to minimize these conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts. |
• | In some cases, an apparent conflict may arise where the Advisor has an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. The Advisor will not determine allocations based on whether it receives a performance-based fee from the client. Additionally, the Advisor has in place supervisory oversight processes to periodically monitor performance deviations for accounts with like strategies. |
• | The Advisor and its affiliates and the investment team of a fund may manage other mutual funds and separate accounts on a long only or a long-short basis. The simultaneous management of long and short portfolios creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value of the long positions (and vice versa), the risk arising from sequential orders in long and short positions, and the risks associated with receiving opposing orders at the same time. The Advisor has adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts of interest. Included in these procedures are specific guidelines developed to provide fair and equitable treatment for all clients whose accounts are managed by each fund’s portfolio management team. The Advisor and the portfolio management team have established monitoring procedures, a protocol for supervisory reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity are properly addressed. |
Fund Name | Management Fee Rate |
Tax-Free Income Funds | |
DWS California Tax-Free Income Fund | First $250 million 0.450% Next $750 million 0.420% Next $1.5 billion 0.400% Next $2.5 billion 0.380% Next $2.5 billion 0.350% Next $2.5 billion 0.330% Next $2.5 billion 0.310% Thereafter 0.300% |
DWS Intermediate Tax-Free Fund | 0.315% |
DWS Managed Municipal Bond Fund | First $250 million 0.365% Next $750 million 0.345% Next $1.5 billion 0.325% Next $2.5 billion 0.315% Next $2.5 billion 0.295% Next $2.5 billion 0.275% Next $2.5 billion 0.255% Thereafter 0.235% |
DWS Massachusetts Tax-Free Fund | First $250 million 0.450% Next $750 million 0.420% Next $1.5 billion 0.400% Next $2.5 billion 0.380% Next $2.5 billion 0.350% Next $2.5 billion 0.330% Next $2.5 billion 0.310% Thereafter 0.300% |
DWS New York Tax-Free Income Fund | First $250 million 0.450% Next $750 million 0.420% Next $1.5 billion 0.400% Next $2.5 billion 0.380% Next $2.5 billion 0.350% Next $2.5 billion 0.330% Next $2.5 billion 0.310% Thereafter 0.300% |
DWS Short-Term Municipal Bond Fund | First $500 million 0.400% Next $500 million 0.385% Next $1.0 billion 0.370% Thereafter 0.355% |
DWS Strategic High Yield Tax-Free Fund | First $300 million 0.515% Next $200 million 0.465% Next $500 million 0.440% Next $500 million 0.420% Next $500 million 0.410% Thereafter 0.400% |
Fund Name | Management Fee Rate |
Taxable Fixed-Income Funds | |
DWS Emerging Markets Fixed Income Fund | 0.590% |
DWS Fixed Income Opportunities Fund | First $500 million 0.400% Next $500 million 0.385% Next $1.0 billion 0.370% Thereafter 0.355% |
DWS Floating Rate Fund | First $1.0 billion 0.650% Next $1.5 billion 0.635% Next $2.5 billion 0.610% Next $2.5 billion 0.585% Next $2.5 billion 0.560% Thereafter 0.550% |
DWS Global High Income Fund | 0.40% |
DWS GNMA Fund | First $1 billion 0.315% Next $1.5 billion 0.310% Next $2.5 billion 0.300% Next $2.5 billion 0.280% Next $2.5 billion 0.260% Next $2.5 billion 0.240% Thereafter 0.220% |
DWS High Conviction Global Bond Fund | 0.31% |
DWS High Income Fund | First $250 million 0.480% Next $750 million 0.450% Next $1.5 billion 0.430% Next $2.5 billion 0.410% Next $2.5 billion 0.380% Next $2.5 billion 0.360% Next $2.5 billion 0.340% Thereafter 0.320% |
DWS Multisector Income Fund | First $250 million 0.480% Next $750 million 0.450% Next $1.5 billion 0.430% Next $2.5 billion 0.410% Next $2.5 billion 0.380% Next $2.5 billion 0.360% Next $2.5 billion 0.340% Thereafter 0.320% |
DWS Short Duration Fund | First $1.5 billion 0.365% Next $500 million 0.340% Next $1.0 billion 0.315% Next $1.0 billion 0.300% Next $1.0 billion 0.285% Next $1.0 billion 0.270% Thereafter 0.255% |
DWS Short Duration High Income Fund | 0.40% |
Fund Name | Management Fee Rate |
DWS Total Return Bond Fund | First $1.5 billion 0.400% Next $1.75 billion 0.385% Next $1.75 billion 0.370% Next $2.5 billion 0.355% Next $2.5 billion 0.345% Next $2.5 billion 0.325% Thereafter 0.315% |
Asset Allocation Funds | |
DWS Global Income Builder Fund | First $1.5 billion 0.370% Next $500 million 0.345% Next $1.5 billion 0.310% Next $2.0 billion 0.300% Next $2.0 billion 0.290% Next $2.5 billion 0.280% Next $2.5 billion 0.270% Thereafter 0.260% |
DWS Multi-Asset Conservative Allocation Fund | (a) 0.100% of the fund’s average daily net assets invested in affiliated exchange traded funds and affiliated and unaffiliated mutual funds; and (b) 0.550% of the Fund’s average daily net assets not covered in (a) above(1) |
DWS Multi-Asset Global Allocation Fund | (a) 0.100% of the fund’s average daily net assets invested in affiliated exchange traded funds and affiliated and unaffiliated mutual funds; and (b) 0.650% of the Fund’s average daily net assets not covered in (a) above(1) |
DWS Multi-Asset Moderate Allocation Fund | (a) 0.100% of the fund’s average daily net assets invested in affiliated exchange traded funds and affiliated and unaffiliated mutual funds; and (b) 0.550% of the Fund’s average daily net assets not covered in (a) above(1) |
Real Assets Funds |
Fund Name | Management Fee Rate |
DWS Enhanced Commodity Strategy Fund | First $500 million 0.950% Next $500 million 0.900% Next $500 million 0.850% Next $1 billion 0.825% Next $1 billion 0.800% Next $1.5 billion 0.775% Thereafter 0.750% |
DWS RREEF Global Infrastructure Fund | First $2.0 billion 0.900% Next $2.0 billion 0.875% Next $2.0 billion 0.825% Next $2.0 billion 0.775% Thereafter 0.750% |
DWS RREEF Global Real Estate Securities Fund | First $1.0 billion 0.700% Thereafter 0.675% |
DWS RREEF MLP & Energy Infrastructure Fund | 1.10% |
DWS RREEF Real Assets Fund | First $500 million 0.800% Next $1.5 billion 0.785% Thereafter 0.775% |
DWS RREEF Real Estate Securities Fund | First $100 million 0.565% Next $100 million 0.465% Next $100 million 0.415% Thereafter 0.365% |
U.S. Equity Funds | |
DWS Capital Growth Fund | First $250 million 0.495% Next $750 million 0.465% Next $1.5 billion 0.445% Next $2.5 billion 0.425% Next $2.5 billion 0.395% Next $2.5 billion 0.375% Next $2.5 billion 0.355% Thereafter 0.335% |
DWS Communications Fund | First $100 million 1.000% Next $100 million 0.900% Next $100 million 0.850% Next $200 million 0.800% Next $500 million 0.730% Next $500 million 0.680% Thereafter 0.650% |
DWS Core Equity Fund | First $250 million 0.365% Next $750 million 0.360% Next $1.5 billion 0.355% Next $5.0 billion 0.345% Next $5.0 billion 0.335% Next $5.0 billion 0.325% Thereafter 0.300% |
Fund Name | Management Fee Rate |
DWS CROCI® U.S. Fund | First $1.5 billion 0.425% Next $500 million 0.400% Next $1.0 billion 0.375% Next $1.0 billion 0.350% Next $1.0 billion 0.325% Thereafter 0.300% |
DWS CROCI® Equity Dividend Fund | First $250 million 0.630% Next $750 million 0.600% Next $1.5 billion 0.580% Next $2.5 billion 0.560% Next $2.5 billion 0.530% Next $2.5 billion 0.520% Next $2.5 billion 0.510% Thereafter 0.500%(2) |
DWS Health and Wellness Fund | First $500 million 0.765% Thereafter 0.715% |
DWS Large Cap Focus Growth Fund | First $1.5 billion 0.615% Next $500 million 0.565% Thereafter 0.515% |
DWS Mid Cap Value Fund | First $250 million 0.750% Next $250 million 0.720% Next $2.0 billion 0.700% Next $1.5 billion 0.680% Thereafter 0.660%(2) |
DWS Small Cap Core Fund | First $250 million 0.650% Next $250 million 0.620% Next $500 million 0.615% Next $4.0 billion 0.565% Next $2.5 billion 0.550% Next $2.5 billion 0.540% Next $2.5 billion 0.530% Thereafter 0.520%(2) |
DWS Small Cap Growth Fund | First $500 million 0.650% Next $1 billion 0.600% Next $2.5 billion 0.550% Next $2.5 billion 0.540% Next $2.5 billion 0.530% Next $2.5 billion 0.520% Thereafter 0.510% |
DWS Science and Technology Fund | First $250 million 0.480% Next $750 million 0.450% Next $1.5 billion 0.430% Next $2.5 billion 0.410% Next $2.5 billion 0.380% Next $2.5 billion 0.360% Next $2.5 billion 0.340% Thereafter 0.320% |
Index-Related Funds | |
DWS EAFE® Equity Index Fund | 0.250% |
Fund Name | Management Fee Rate |
DWS Equity 500 Index Fund | 0.000%(3) |
Deutsche DWS Equity 500 Index Portfolio | 0.050% |
DWS S&P 500 Index Fund | 0.000%(3) |
DWS U.S. Multi-Factor Fund | 0.150% |
DWS U.S. Bond Index Fund | 0.090% |
International/Global Equity Funds | |
DWS CROCI® International Fund | First $2.5 billion 0.565% Next $2.5 billion 0.545% Next $5.0 billion 0.525% Next $5.0 billion 0.515% Thereafter 0.465% |
DWS CROCI®Sector Opportunities Fund | 0.700% |
DWS Emerging Markets Equity Fund | 0.700% |
DWS European Equity Fund | 0.65% |
DWS Global Macro Fund | 0.60% |
DWS Global Small Cap Fund | 0.80% |
DWS International Growth Fund | 0.62% |
DWS Latin America Equity Fund | First $400 million 1.165% Next $400 million 1.065% Thereafter 0.965% |
DWS World Dividend Fund | First $250 million 0.665% Next $750 million 0.635% Next $1.5 billion 0.615% Next $2.5 billion 0.595% Next $2.5 billion 0.565% Next $2.5 billion 0.555% Next $2.5 billion 0.545% Thereafter 0.535% |
Insurance/Annuity Funds | |
DWS Alternative Asset Allocation VIP | 0.200%(4) |
DWS Bond VIP | First $250 million 0.390% Next $750 million 0.365% Thereafter 0.340% |
DWS Capital Growth VIP | First $250 million 0.390% Next $750 million 0.365% Thereafter 0.340% |
DWS Core Equity VIP | First $250 million 0.390% Next $750 million 0.365% Thereafter 0.340% |
DWS CROCI® International VIP | First $500 million 0.790% Thereafter 0.640% |
Fund Name | Management Fee Rate |
DWS CROCI® U.S. VIP | First $250 million 0.650% Next $750 million 0.625% Next $1.5 billion 0.600% Next $2.5 billion 0.575% Next $2.5 billion 0.550% Next $2.5 billion 0.525% Next $2.5 billion 0.500% Thereafter 0.475% |
DWS Equity 500 Index VIP | First $1 billion 0.200% Next $1 billion 0.175% Thereafter 0.150% |
DWS Global Equity VIP | First $1.5 billion 0.650% Next $1.75 billion 0.635% Next $1.75 billion 0.620% Thereafter 0.605% |
DWS Global Income Builder VIP | First $250 million 0.370% Next $750 million 0.345% Thereafter 0.310% |
DWS Global Small Cap VIP | 0.80% |
DWS Government & Agency Securities VIP | First $250 million 0.450% Next $750 million 0.430% Next $1.5 billion 0.410% Next $2.5 billion 0.400% Next $2.5 billion 0.380% Next $2.5 billion 0.360% Next $2.5 billion 0.340% Thereafter 0.320% |
DWS High Income VIP | First $250 million 0.500% Next $750 million 0.470% Next $1.5 billion 0.450% Next $2.5 billion 0.430% Next $2.5 billion 0.400% Next $2.5 billion 0.380% Next $2.5 billion 0.360% Thereafter 0.340% |
DWS International Growth VIP | 0.62% |
DWS Government Money Market VIP | First $500 million 0.235% Next $500 million 0.220% Next $1.0 billion 0.205% Thereafter 0.190% |
DWS Multisector Income VIP | First $250 million 0.550% Next $750 million 0.520% Next $1.5 billion 0.500% Next $2.5 billion 0.480% Next $2.5 billion 0.450% Next $2.5 billion 0.430% Next $2.5 billion 0.410% Thereafter 0.390% |
Fund Name | Management Fee Rate |
DWS Small Cap Index VIP | 0.350% |
DWS Small Mid Cap Growth VIP | First $250 million 0.550% Next $750 million 0.525% Thereafter 0.500% |
DWS Small Mid Cap Value VIP | First $250 million 0.650% Next $750 million 0.620% Next $1.5 billion 0.600% Next $2.5 billion 0.580% Next $2.5 billion 0.550% Next $2.5 billion 0.540% Next $2.5 billion 0.530% Thereafter 0.520% |
Money Market Funds | |
Cash Account Trust – DWS Government & Agency Securities Portfolio | First $500 million 0.120% Next $500 million 0.100% Next $1.0 billion 0.075% Next $1.0 billion 0.060% Thereafter 0.050%(5) |
Cash Account Trust – DWS Tax-Exempt Portfolio | First $500 million 0.120% Next $500 million 0.100% Next $1.0 billion 0.075% Next $1.0 billion 0.060% Thereafter 0.050%(5) |
DWS Government Cash Management Fund | 0.00%(6) |
Government Cash Management Portfolio | First $3 billion 0.1200% Next $4.5 billion 0.1025% Thereafter 0.0900% |
DWS Government Cash Reserves Fund Institutional | 0.00%(6) |
DWS Government Money Market Series | 0.000%(6) |
DWS Money Market Prime Series | First $215 million 0.400% Next $335 million 0.275% Next $250 million 0.200% Next $800 million 0.150% Next $800 million 0.140% Next $800 million 0.130% Thereafter 0.120% |
DWS ESG Liquidity Fund | First $1.0 billion 0.1500% Next $3.0 billion 0.1325% Thereafter 0.1200% |
Investors Cash Trust – DWS Treasury Portfolio | 0.050% |
(1) | Shareholders of a fund also indirectly bear their pro rata share of the operating expenses, including the management fee paid to DIMA or other investment advisor, of the underlying funds in which a fund invests. |
(2) | The fund’s management fee rate includes administrative services provided by DIMA which are necessary for the fund’s operation as an open-end investment company. |
(3) | The fund invests substantially all its assets in Deutsche DWS Equity 500 Index Portfolio (Master Fund). DIMA receives a management fee from the Master Fund. In the event that the fund withdraws its investment in the Master Fund, DIMA would become responsible for directly managing the assets of the fund. In such event, the fund would pay DIMA a management fee at an annual rate of 0.05% or 0.15% of the daily net assets of DWS Equity 500 Index Fund or DWS S&P 500 Index Fund, respectively. |
(4) | The management fee paid to DIMA equals the sum of (a) 0.200% of the daily assets invested in DWS funds and (b) 1.200% of the daily assets invested in Other Assets. Shareholders of the fund also indirectly bear their pro rata share of the operating expenses, including the management fee paid to DIMA or other investment advisor, of the underlying funds in which the fund invests. |
(5) | The fund’s management fee is computed based on the combined average daily net assets of the DWS Government & Agency Securities Portfolio and DWS Tax-Exempt Portfolio, each a series of Cash Account Trust, and allocated among each fund based upon relative net assets. DIMA has contractually agreed to reduce its management fee for DWS Government & Agency Securities Portfolio such that after the allocation of the fee to each series of Cash Account Trust, the amount payable by DWS Government & Agency Securities Portfolio will be limited to 0.05% of its average daily net assets. |
(6) | The fund invests substantially all its assets in Government Cash Management Portfolio (the Master Fund). DIMA receives a management fee from the Master Fund. In the event that the fund withdraws its investment in the Master Fund, DIMA would become responsible for directly managing the assets of the fund. In such event, the fund would pay DIMA a management fee directly and for DWS Government Money Market Series the management fee rate would be as follows: (a) first $3 billion 0.1200%; (b) next $4.5 billion 0.1025%; and (c) thereafter 0.0900%. |
Fund Name | Subadvisor | Aggregate Subadvisor Fee Rate |
Index-Related Funds | ||
DWS EAFE® Equity Index Fund | NTI | First $100 million 0.0900% Next $400 million 0.0675% Thereafter 0.0300% |
Deutsche DWS Equity 500 Index Portfolio | NTI | First $2.0 billion 0.015% Next $2.0 billion 0.010% Thereafter 0.005% |
DWS U.S. Bond Index Fund | NTI | First $100 million 0.040% Next $400 million 0.020% Thereafter 0.010% |
Insurance/Annuity Funds | ||
DWS Equity 500 Index VIP | NTI | First $2.0 billion 0.015% Next $2.0 billion 0.010% Thereafter 0.005% |
DWS Small Cap Index VIP | NTI | First $100 million 0.080% Next $400 million 0.040% Thereafter 0.020% |
Compensation Schedule #1: Retail Sales and DWS/Ascensus 403(b) Plan(1) | Compensation Schedule #2: DWS Retirement Plan(2) | ||
Amount of Shares Sold | As a Percentage of Net Asset Value | Amount of Shares Sold | As a Percentage of Net Asset Value |
$250,000 to $2,999,999 | 0.75%(3) | — | — |
$250,000 to $49,999,999 | 0.50%(4) | Over $3 million | 0.00%-0.50% |
$250,000 to $4,999,999 | 1.00%(5) | — | — |
$5,000,000 to $9,999,999 | 0.55%(5)(8) | — | — |
$1 million to $2,999,999 | 0.85%(6) 1.00%(7) | — | — |
$1 million to $4,999,999 | 1.00%(8) | — | — |
$3 million to $49,999,999 | 0.50%(9) | Over $3 million | 0.00%-0.50% |
$10 million to $49,999,999 | 0.50%(5)(8) | — | — |
$50 million and greater | 0.25%(10) | — | — |
(1) | For purposes of determining the appropriate commission percentage to be applied to a particular sale under the foregoing schedule, DDI will consider the cumulative amount invested by the purchaser in a fund and other funds including purchases pursuant to the “Combined Purchases,” “Letter of Intent” and “Cumulative Discount” features referred to below. |
(2) | Compensation Schedule #2 applies to employer sponsored employee benefit plans using the OmniPlus subaccount record keeping system made available through ADP, Inc. under an alliance with DDI and its affiliates. |
(3) | Applicable to the following funds: DWS CROCI® U.S. Fund, DWS International Growth Fund and DWS RREEF Real Assets Fund. |
(4) | Applicable to the following funds: DWS Fixed Income Opportunities Fund, DWS GNMA Fund, DWS Intermediate Tax-Free Fund, DWS Short Duration Fund, DWS Short Duration High Income Fund, DWS Short-Term Municipal Bond Fund and DWS Strategic High Yield Tax-Free Fund. |
(5) | Applicable to the following funds: DWS California Tax-Free Income Fund, DWS Managed Municipal Bond Fund, DWS Massachusetts Tax-Free Fund, DWS Multisector Income Fund and DWS New York Tax-Free Income Fund. |
(6) | Applicable to income funds except those noted in footnotes (4), (5) and (8), and DWS U.S. Bond Index Fund. |
(7) | Applicable to all equity funds except those in footnote (3). |
(8) | Applicable to DWS Floating Rate Fund. |
(9) | Applicable to all income and equity funds except for those noted in footnotes (5) and (8) and DWS U.S. Bond Index Fund. |
(10) | Applicable to all income and equity funds except DWS U.S. Bond Index Fund. |
Sales Charge | |||
Amount of Purchase | As a Percentage of Offering Price* | As a Percentage of Net Asset Value** | Allowed to Dealers as a Percentage of Offering Price |
Less than $50,000 | 5.75% | 6.10% | 5.20% |
$50,000 but less than $100,000 | 4.50% | 4.71% | 4.00% |
$100,000 but less than $250,000 | 3.50% | 3.63% | 3.00% |
$250,000 but less than $500,000 | 2.60% | 2.67% | 2.25% |
$500,000 but less than $1 million | 2.00% | 2.04% | 1.75% |
$1 million and over | .00*** | .00*** | .00**** |
Sales Charge | |||
Amount of Purchase | As a Percentage of Offering Price* | As a Percentage of Net Asset Value** | Allowed to Dealers as a Percentage of Offering Price |
Less than $50,000 | 5.75% | 6.10% | 5.20% |
$50,000 but less than $100,000 | 4.50% | 4.71% | 4.00% |
$100,000 but less than $250,000 | 3.50% | 3.63% | 3.00% |
$250,000 and over | .00*** | .00*** | .00**** |
Sales Charge | |||
Amount of Purchase | As a Percentage of Offering Price* | As a Percentage of Net Asset Value** | Allowed to Dealers as a Percentage of Offering Price |
Less than $100,000 | 4.50% | 4.71% | 4.00% |
$100,000 but less than $250,000 | 3.50% | 3.63% | 3.00% |
$250,000 but less than $500,000 | 2.60% | 2.67% | 2.25% |
$500,000 but less than $1 million | 2.00% | 2.04% | 1.75% |
$1 million and over | 0.00*** | 0.00*** | 0.00**** |
Sales Charge | |||
Amount of Purchase | As a Percentage of Offering Price* | As a Percentage of Net Asset Value** | Allowed to Dealers as a Percentage of Offering Price |
Less than $100,000 | 2.75% | 2.83% | 2.25% |
$100,000 but less than $250,000 | 2.50% | 2.56% | 2.00% |
$250,000 but less than $500,000 | 2.00% | 2.04% | 1.75% |
$500,000 but less than $1 million | 1.50% | 1.52% | 1.25% |
$1 million and over | 0.00*** | 0.00*** | 0.00**** |
Sales Charge | |||
Amount of Purchase | As a Percentage of Offering Price* | As a Percentage of Net Asset Value** | Allowed to Dealers as a Percentage of Offering Price |
Less than $100,000 | 2.75% | 2.83% | 2.25% |
$100,000 but less than $250,000 | 2.50% | 2.56% | 2.00% |
$250,000 and over | 0.00*** | 0.00*** | 0.00**** |
Sales Charge | |||
Amount of Purchase | As a Percentage of Offering Price* | As a Percentage of Net Asset Value** | Allowed to Dealers as a Percentage of Offering Price |
Less than $100,000 | 2.75% | 2.83% | 2.25% |
$100,000 but less than $250,000 | 2.25% | 2.30% | 1.75% |
$250,000 but less than $500,000 | 1.25% | 1.27% | 1.00% |
$500,000 but less than $1 million | 1.00% | 1.01% | 1.00% |
$1 million and over | 0.00*** | 0.00*** | 0.00**** |
Sales Charge | |||
Amount of Purchase | As a Percentage of Offering Price* | As a Percentage of Net Asset Value** | Allowed to Dealers as a Percentage of Offering Price |
Less than $100,000 | 2.00% | 2.04% | 1.50% |
$100,000 but less than $250,000 | 1.75% | 1.78% | 1.25% |
$250,000 and over | 0.00*** | 0.00*** | 0.00**** |
* | The offering price includes the sales charge. |
** | Rounded to the nearest one-hundredth percent. |
*** | Redemption of shares may be subject to a contingent deferred sales charge. |
**** | Commission is payable by DDI. |
Sales Charge | |||
Amount of Purchase | As a Percentage of Offering Price1,2 | As a Percentage of Net Asset Value3 | Allowed to Dealers as a Percentage of Offering Price |
Less than $250,000 | 2.50% | 2.56% | 2.50% |
$250,000 but less than $500,000 | 2.00% | 2.04% | 2.00% |
$500,000 but less than $1,000,000 | 1.50% | 1.52% | 1.50% |
$1,000,000 and over | 1.00% | 1.01% | 1.00% |
1 | The offering price includes the sales charge. |
2 | Subsequent purchases cannot be aggregated with prior purchases to qualify for reduced sales charge. |
3 | Rounded to the nearest one-hundredth percent. |
• | Securities issued or guaranteed by the US government and its agencies and instrumentalities; |
• | Commercial paper; |
• | Certificates of deposit and euro dollar certificates of deposit; |
• | Bankers’ acceptances; |
• | Short-term notes, bonds, debentures or other debt instruments; and |
• | Repurchase agreements. |
• | Portfolio management continues to make certain basic investment determinations, such as which bonds are placed in the TOB Trust, the amount of leverage for any given transaction, whether the transaction is structured as non-recourse or recourse, etc. |
• | Similar to traditional TOB Trust structures, the fund continues to be the holder of the TOB Inverse Floater Residual Interests. |
• | Unlike traditional TOB Trust structures, a bank or financial institution no longer serves as the sponsor, depositor, or trust administrator nor does it have any discretionary decision making authority with respect to the TOB Trust. |
• | Consistent with traditional TOB Trust structures, a bank or financial institution serves as the trustee, liquidity provider, and remarketing agent. |
• | A third-party administrative agent retained by the fund performs certain of the roles and responsibilities historically provided by banking entities in traditional TOB Trust structures, including certain historical sponsor/administrative roles and responsibilities. |
1. | Introduction |
2. | AM’S Proxy Voting Responsibilities |
1 | For purposes of this document, “clients” refers to persons or entities: (i) for which AM serves as investment adviser or sub-adviser; (ii) for which AM votes proxies; and (iii) that have an economic or beneficial ownership interest in the portfolio securities of issuers soliciting such proxies. |
3. | Policies |
3.1. | Proxy Voting Activities are Conducted in the Best Economic Interest of Clients |
3.2. | The Global Proxy Voting Sub-Committee |
(i) | Adopting, monitoring and updating guidelines, attached as Attachment A (the “Guidelines”), that provide how AM will generally vote proxies pertaining to a comprehensive list of common proxy voting matters; |
(ii) | Voting proxies where (i) the issues are not covered by specific client instruction or the Guidelines; (ii) the Guidelines specify that the issues are to be determined on a case-by-case basis; or (iii) where an exception to the Guidelines may be in the best economic interest of AM’s clients; and |
(iii) | Monitoring Proxy Vendor Oversight’s proxy voting activities (see below). |
3.3 | Availability of Proxy Voting Policy and Guidelines and Proxy Voting Record |
4. | Procedures |
4.1. | The GPVSC’s Proxy Voting Guidelines |
4.2. | Specific Proxy Voting Decisions Made by the GPVSC |
2 | Proxy Vendor Oversight generally monitors upcoming proxy solicitations for heightened attention from the press or the industry and for novel or unusual proposals or circumstances, which may prompt Proxy Vendor Oversight to bring the solicitation to the attention of the GPVSC Chair. AM Portfolio Managers, AM Research Analysts and sub-advisers also may bring a particular proxy vote to the attention of the GPVSC Chair, as a result of their ongoing monitoring of portfolio securities held by advisory clients and/or their review of the periodic proxy voting record reports that the GPVSC Chair distributes to AM portfolio managers and AM research analysts. |
4.3. | Certain Proxy Votes May Not Be Cast |
• | Neither the Guidelines nor specific client instructions cover an issue; |
• | ISS does not make a recommendation on the issue; and |
• | The GPVSC cannot convene on the proxy proposal at issue to make a determination as to what would be in the client’s best interest. (This could happen, for example, if the Conflicts of Interest Management Sub-Committee found that there was a material conflict or if despite all best efforts being made, the GPVSC quorum requirement could not be met). |
4.4. | Conflict of Interest Procedures |
4.4.1. | Procedures to Address Conflicts of Interest and Improper Influence |
3 | As mentioned above, the GPVSC votes proxies where: (i) neither a specific client instruction nor a Guideline directs how the proxy should be voted, (ii) the Guidelines specify that an issue is to be determined on a case-by-case basis or (iii) voting in accordance with the Guidelines may not be in the best economic interests of clients. |
4 | Proxy Vendor Oversight, who serves as the non-voting secretary of the GPVSC, may receive routine calls from proxy solicitors and other parties interested in a particular proxy vote. Any contact that attempts to exert improper pressure or influence shall be reported to the Conflicts of Interest Management Sub-Committee. |
4.4.2. | Investment Companies and Affiliated Public Companies |
4.4.3. | Other Procedures that Limit Conflicts of Interest |
• | Code of Business Conduct and Ethics – DB Group; |
• | Conflicts of Interest Policy – DB Group; |
• | Information Sharing Procedures – AWM, GTB & CB&S; |
• | Code of Ethics – AWM; and |
• | Code of Professional Conduct – US. |
5. | Recordkeeping |
• | AM will maintain a record of each proxy vote cast by AM that includes among other things, company name, meeting date, proposals presented, vote cast and shares voted. |
• | Proxy Vendor Oversight maintains records for each of the proxy ballots it votes. Specifically, the records include, but are not limited to: |
• | The proxy statement (and any additional solicitation materials) and relevant portions of annual statements. |
• | Any additional information considered in the voting process that may be obtained from an issuing company, its agents, or proxy research firms. |
• | Analyst worksheets created for stock option plan and share increase analyses; and |
• | Proxy Edge print-screen of actual vote election. |
• | AM will (i) retain this Policy and the Guidelines; (ii) will maintain records of client requests for proxy voting information; and (iii) will retain any documents Proxy Vendor Oversight or the GPVSC prepared that were material to making a voting decision or that memorialized the basis for a proxy voting decision. |
• | The GPVSC also will create and maintain appropriate records documenting its compliance with this Policy, including records of its deliberations and decisions regarding conflicts of interest and their resolution. |
• | With respect to AM’s investment company clients, ISS will create and maintain records of each company’s proxy voting record for the 12-month periods ending June 30. AM will compile the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the company was entitled to vote: |
• | The name of the issuer of the portfolio security; |
• | The exchange ticker symbol of the portfolio security (if symbol is available through reasonably practicable means); |
• | The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security (if the number is available through reasonably practicable means); |
• | The shareholder meeting date; |
• | A brief identification of the matter voted on; |
• | Whether the matter was proposed by the issuer or by a security holder; |
• | Whether the company cast its vote on the matter; |
• | How the company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of Directors); and |
• | Whether the company cast its vote for or against Management. |
6. | The GPVSC’S Oversight Role |
I. | Board of Directors and Executives | |
A. | Election of Directors | |
B. | Classified Boards of Directors | |
C. | Board and Committee Independence | |
D. | Liability and Indemnification of Directors | |
E. | Qualification of Directors | |
F. | Removal of Directors and Filling of Vacancies | |
G. | Proposals to Fix the Size of the Board | |
H. | Proposals to Restrict Chief Executive Officer’s Service on Multiple Boards | |
I. | Proposals to Establish Audit Committees | |
II. | Capital Structure | |
A. | Authorization of Additional Shares | |
B. | Authorization of “Blank Check” Preferred Stock | |
C. | Stock Splits/Reverse Stock Splits | |
D. | Dual Class/Supervoting Stock | |
E. | Large Block Issuance | |
F. | Recapitalization into a Single Class of Stock | |
G. | Share Repurchases | |
H. | Reductions in Par Value | |
III. | Corporate Governance Issues | |
A. | Confidential Voting | |
B. | Cumulative Voting | |
C. | Supermajority Voting Requirements | |
D. | Shareholder Right to Vote | |
IV. | Compensation | |
A. | Executive and Director Stock Option Plans | |
B. | Employee Stock Option/Purchase Plans | |
C. | Golden Parachutes | |
D. | Proposals to Limit Benefits or Executive Compensation | |
E. | Shareholder Proposals Concerning “Pay for Superior Performance” | |
F. | Executive Compensation Advisory | |
G. | Advisory Votes on Executive Compensation | |
H. | Frequency of Advisory vote on Executive Compensation | |
V. | Anti-Takeover Related Issues | |
A. | Shareholder Rights Plans (“Poison Pills”) | |
B. | Reincorporation | |
C. | Fair-Price Proposals | |
D. | Exemption From State Takeover Laws | |
E. | Non-Financial Effects of Takeover Bids | |
VI. | Mergers & Acquisitions | |
VII. | Environmental, Social and Governance Issues | |
A. | Principles for Responsible Investment |
B. | ESG Issues | |
VIII. | Miscellaneous Items | |
A. | Ratification of Auditors | |
B. | Limitation of Non-Audit Services Provided by Independent Auditor | |
C. | Audit Firm Rotation | |
D. | Transaction of Other Business | |
E. | Motions to Adjourn the Meeting | |
F. | Bundled Proposals | |
G. | Change of Company Name | |
H. | Proposals Related to the Annual Meeting | |
I. | Reimbursement of Expenses Incurred from Candidate Nomination | |
J. | Investment Company Proxies | |
IX. | Proxy Voting Guidelines With Application For Holdings Incorporated in Europe | |
A. | Remuneration (Variable Pay) | |
B. | Long-Term Incentive Plans | |
C. | Proposals to Restrict Supervisory Board Members Service on Multiple Boards | |
D. | Establishment of a Remuneration Committee | |
E. | Management Board Election and Motion |
I. | Board of Directors and Executives |
A. | Election of Directors |
• | Accountability to shareholders and transparency of governance practices |
• | Responsiveness to investor input and shareholder vote |
• | Composition of the board with directors adding value through skills, expertise, and time commitment |
• | Independence from management |
• | the board consists of 50% or less independent directors; |
• | the non-independent director is part of the audit, compensation, or nominating committee; |
• | the company has not appointed an audit, compensation, or nominating committee. |
• | For executive directors: |
• | Current employee of the company or one of its affiliates. |
• | For non-executive directors: |
• | Significant Ownership (beneficial owner of more than 50% of the company’s voting power). |
• | Former CEO of the company or of an acquired company within the past five years. |
• | Former officer of the company, an affiliate, or an acquired firm within the past five years. |
• | Immediate family member of a current or former officer of the company or its affiliates within the last five years. |
• | Currently provides (or an immediate family member provides) professional services to the company, to an affiliate of the company or an individual officer of the company or one of its affiliates in excess of $10,000 per year. |
• | Long-term financial performance of the company relative to its industry; |
• | Management’s track record; |
• | Background to the contested election; |
• | Nominee qualifications and any compensatory arrangements; |
• | Strategic plan of dissident slate and quality of the critique against management; |
• | Likelihood that the proposed goals and objectives can be achieved (both slates); and |
• | Stock ownership positions. |
B. | Classified Boards of Directors |
C. | Board and Committee Independence |
1. | “For” proposals that require that a certain percentage (majority up to 66 2/3%) of members of a Board of Directors be comprised of independent or unaffiliated Directors. |
2. | “For” proposals that require all members of a company's compensation, audit, nominating, or other similar committees be comprised of independent or unaffiliated Directors. |
3. | “Against” shareholder proposals to require the addition of special interest, or constituency, representatives to Boards of Directors. |
4. | “For” separation of the Chairman and CEO positions. |
5. | Generally, “For” proposals that require a company to appoint a Chairman who is an independent Director, taking into account the following factors: |
• | whether the proposal is binding and whether it requires an immediate change |
• | whether the current board has an existing executive or non-independent chair or there was a recent combination of the CEO and chair roles |
• | whether the governance structure ensures a sufficient board and committee independence, a balance of board and CEO tenure |
• | whether the company has poor governance practices (such as compensation, poor risk oversight, or any actions, which harmed or have the potential to harm the interests of the shareholders) |
• | whether the company is demonstrating poor performance (as per the assessment and recommendation of ISS) |
D. | Liability and Indemnification of Directors |
E. | Qualification of Directors |
F. | Removal of Directors and Filling of Vacancies |
G. | Proposals to Fix the Size of the Board |
1. | “For” proposals to fix the size of the Board unless: (a) no specific reason for the proposed change is given; or (b) the proposal is part of a package of takeover defenses. |
2. | “Against” proposals allowing Management to fix the size of the Board without shareholder approval. |
H. | Proposals to Restrict Chief Executive Officer’s Service on Multiple Boards |
I. | Proposals to Establish Audit Committees |
II. | Capital Structure |
A. | Authorization of Additional Shares |
B. | Authorization of “Blank Check” Preferred Stock |
1. | “Against” proposals to create blank check preferred stock or to increase the number of authorized shares of blank check preferred stock unless the company expressly states that the stock will not be used for anti-takeover purposes and will not be issued without shareholder approval. |
2. | “For” proposals mandating shareholder approval of blank check stock placement. |
C. | Stock Splits / Reverse Stock Splits |
D. | Dual Class/Supervoting Stock |
E. | Large Block Issuance |
• | Vote for issuance authorities with pre-emptive rights to a maximum of 100 percent over currently issued capital and as long as the share issuance authorities’ periods are clearly disclosed (or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines (e.g. issuance periods limited to 18 months for the Netherlands); and |
• | Vote for issuance authorities without pre-emptive rights to a maximum of 20 percent (or a lower limit if local market best practice recommendations provide) of currently issued capital as long as the share issuance authorities’ periods are clearly disclosed (or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines (e.g. issuance periods limited to 18 months for the Netherlands). |
• | Vote for general issuance requests with pre-emptive rights, or without pre-emptive rights but with a binding “priority right,” for a maximum of 50 percent over currently issued capital; and |
• | Generally vote for general authorities to issue shares without pre-emptive rights up to a maximum of 10 percent of share capital. When companies are listed on a regulated market, the maximum discount on share issuance price proposed in the resolution must, in addition, comply with the legal discount (i.e., a maximum of 5 percent discount to the share listing price) for a vote for to be warranted. |
• | Vote on a case-by-case basis on all requests, with or without pre-emptive rights, incorporating where applicable the recommendation of ISS. |
• | Additionally, AM supports proposals requiring shareholder approval of large block issuances. |
F. | Recapitalization into a Single Class of Stock |
G. | Share Repurchases |
H. | Reductions in Par Value |
III. | Corporate Governance Issues |
A. | Confidential Voting |
B. | Cumulative Voting |
a) | The company has a five year return on investment greater than the relevant industry index, |
b) | All Directors and executive officers as a group beneficially own less than 10% of the outstanding stock, and |
c) | No shareholder (or voting block) beneficially owns 15% or more of the company. |
C. | Supermajority Voting Requirements |
* | Exception made when company holds a controlling position and seeks to lower threshold to maintain control and/or make changes to corporate by-laws. |
D. | Shareholder Right to Vote |
IV. | Compensation |
A. | Executive and Director Stock Option Plans |
• | The resulting dilution of existing shares is less than (a) 15% of outstanding shares for large capital corporations; or (b) 20% of outstanding shares for small-mid capital companies (companies having a market capitalization under one billion US dollars). |
• | The transfer of equity resulting from granting options at less than fair market value (“FMV”) is no greater than 3% of the over-all market capitalization of large capital corporations or 5% of market cap for small-mid capital companies. |
• | The plan does not contain express repricing provisions and, in the absence of an express statement that options will not be repriced, the company does not have a history of repricing options. |
• | The plan does not grant options on super-voting stock. |
B. | Employee Stock Option/Purchase Plans |
C. | Golden Parachutes |
D. | Proposals to Limit Benefits or Executive Compensation |
• | Proposals to limit benefits, pensions or compensation and |
• | Proposals that request or require disclosure of executive compensation greater than the disclosure required by Securities and Exchange Commission (“SEC”) regulations. |
E. | Shareholder Proposals Concerning “Pay for Superior Performance” |
• | What aspects of the company’s annual and long-term equity incentive programs are performance driven? |
• | If the annual and long-term equity incentive programs are performance driven, are the performance criteria and hurdle rates disclosed to shareholders or are they benchmarked against a disclosed peer group? |
• | Can shareholders assess the correlation between pay and performance based on the current disclosure? |
• | What type of industry and stage of business cycle does the company belong to? |
• | These proposals generally include the following principles: |
• | Set compensation targets for the plan’s annual and long-term incentive pay components at or below the peer group median; |
• | Deliver a majority of the plan’s target long-term compensation through performance-vested, not simply time-vested, equity awards; |
• | Provide the strategic rationale and relative weightings of the financial and non-financial performance metrics or criteria used in the annual and performance-vested long-term incentive components of the plan; |
• | Establish performance targets for each plan financial metric relative to the performance of the company’s peer companies; and |
• | Limit payment under the annual and performance-vested long-term incentive components of the plan to when the company’s performance on its selected financial performance metrics exceeds peer group median performance. |
F. | Executive Compensation Advisory |
G. | Advisory Votes on Executive Compensation |
• | There is a significant misalignment between CEO pay and company performance (pay for performance); |
• | The company maintains significant problematic pay practices; or |
• | The Board exhibits a significant level of poor communication and responsiveness to shareholders. |
• | Peer Group Alignment: |
• | The degree of alignment between the company's annualized TSR rank and the CEO's annualized total pay rank within a peer group, each measured over a three-year period. |
• | The multiple of the CEO's total pay relative to the peer group median. |
• | Absolute Alignment – the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period. |
• | The ratio of performance- to time-based equity awards; |
• | The overall ratio of performance-based compensation; |
• | The completeness of disclosure and rigor of performance goals; |
• | The company's peer group benchmarking practices; |
• | Actual results of financial/operational metrics, such as growth in revenue, profit, cash flow, etc., both absolute and relative to peers; |
• | Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards); |
• | Realizable pay compared to grant pay; and |
• | Any other factors deemed relevant. |
• | Problematic practices related to non-performance-based compensation elements; |
• | Incentives that may motivate excessive risk-taking; and |
• | Options Backdating. |
• | Repricing or replacing of underwater stock options/SARS without prior shareholder approval (including cash buyouts and voluntary surrender of underwater options); |
• | Excessive perquisites or tax gross-ups, including any gross-up related to a secular trust or restricted stock vesting; |
• | New or extended agreements that provide for: |
• | CIC payments exceeding 3 times base salary and average/target/most recent bonus; |
• | CIC severance payments without involuntary job loss or substantial diminution of duties (“single” or “modified single” triggers); |
• | CIC payments with excise tax gross-ups (including “modified” gross-ups); and |
• | Insufficient executive compensation disclosure by externally- managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMI's executives is not possible. |
• | Multi-year guaranteed bonuses; |
• | A single or common performance metric used for short- and long-term plans; |
• | Lucrative severance packages; |
• | High pay opportunities relative to industry peers; |
• | Disproportionate supplemental pensions; or |
• | Mega annual equity grants that provide unlimited upside with no downside risk. |
• | Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes; |
• | Duration of options backdating; |
• | Size of restatement due to options backdating; |
• | Corrective actions taken by the Board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and |
• | Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
H. | Frequency of Advisory Vote on Executive Compensation |
V. | Anti-Takeover Related Issues |
A. | Shareholder Rights Plans (“Poison Pills”) |
B. | Reincorporation |
• | Differences in state law between the existing state of incorporation and the proposed state of incorporation; and |
• | Differences between the existing and the proposed charter/bylaws/articles of incorporation and their effect on shareholder rights. |
C. | Fair-Price Proposals |
• | The proposal applies only to two-tier offers; |
• | The proposal sets an objective fair-price test based on the highest price that the acquirer has paid for a company's shares; |
• | The supermajority requirement for bids that fail the fair-price test is no higher than two-thirds of the outstanding shares; and |
• | The proposal contains no other anti-takeover provisions or provisions that restrict shareholders rights. |
D. | Exemption from State Takeover Laws |
E. | Non-Financial Effects of Takeover Bids |
VI. | Mergers & Acquisitions |
• | Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction and strategic rationale. |
• | Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal. |
• | Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions. |
• | Negotiations and process - Were the terms of the transaction negotiated at arm's-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation “wins” can also signify the deal makers' competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value. |
• | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the “ISS Transaction Summary” section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists. |
• | Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance. |
VII. | Environmental, Social and Governance Issues |
A. | Principles for Responsible Investment |
B. | ESG Issues |
• | Whether the proposal itself is well framed and reasonable; |
• | Whether adoption of the proposal would have either a positive or negative impact on the company's short-term or long-term share value; |
• | Whether the company's analysis and voting recommendation to shareholders is persuasive; |
• | The degree to which the company's stated position on the issues could affect its reputation or sales, or leave it vulnerable to boycott or selective purchasing; |
• | Whether the subject of the proposal is best left to the discretion of the Board; |
• | Whether the issues presented in the proposal are best dealt with through legislation, government regulation, or company-specific action; |
• | The company's approach compared with its peers or any industry standard practices for addressing the issue(s) raised by the proposal; |
• | Whether the company has already responded in an appropriate or sufficient manner to the issue(s) raised in the proposal; |
• | If the proposal requests increased disclosure or greater transparency, whether or not sufficient information is publically available to shareholders and whether it would be unduly burdensome for the company to compile and avail the requested information to shareholders in a more comprehensive or amalgamated fashion; or |
• | Whether implementation of the proposal would achieve the objectives sought in the proposal. |
VIII. | Miscellaneous Items |
A. | Ratification of Auditors |
B. | Limitation of Non-Audit Services provided by Independent Auditor |
C. | Audit Firm Rotation |
D. | Transaction of Other Business |
E. | Motions to Adjourn the Meeting |
F. | Bundled Proposals |
G. | Change of Company Name |
H. | Proposals Related to the Annual Meeting |
I. | Reimbursement of Expenses Incurred from Candidate Nomination |
J. | Investment Company Proxies |
IX. | Proxy Voting Guidelines with application for holdings incorporated in Europe: |
PART C. OTHER INFORMATION
Item 28. | Exhibits | ||
(a) | (1) | Amended and Restated Declaration of Trust, dated June 2, 2008. (Incorporated by reference to Post-Effective Amendment No. 62 to the Registration Statement, as filed on July 25, 2008.) | |
(2) | Amended and Restated Establishment and Designation of Series and Classes of Shares of Beneficial Interest, With $0.01 Par Value, dated January 22, 2009. (Incorporated by reference to Post-Effective Amendment No. 64 to the Registration Statement, as filed on September 28, 2009.) | ||
(3) | Amended and Restated Establishment and Designation of Series and Classes of Shares of Beneficial Interest, With $0.01 Par Value, dated January 12, 2011. (Incorporated by reference to Post-Effective Amendment No. 69 to the Registration Statement, as filed on January 31, 2011.) | ||
(4) | Amendment Statement of Change of Resident Agent, dated September 7, 2012. (Incorporated by reference to Post-Effective Amendment No. 76 to the Registration Statement, as filed on September 26, 2012.) | ||
(5) | Amended and Restated Establishment and Designation of Series and Classes of Shares of Beneficial Interest, With $0.01 Par Value, dated July 9, 2014. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement, as filed on September 26, 2014.) | ||
(6) | Amendment of Amended and Restated Declaration of Trust, dated July 9, 2014. (Incorporated by reference to Post-Effective Amendment No. 84 to the Registration Statement, as filed on September 26, 2014.) | ||
(7) | Amended and Restated Establishment and Designation of Series and Classes of Shares of Beneficial Interest, With $0.01 Par Value, dated February 12, 2016. (Incorporated by reference to Post-Effective Amendment No. 92 to the Registration Statement, as filed on September 28, 2016.) | ||
(8) | Amended and Restated Establishment and Designation of Series and Classes of Shares of Beneficial Interest, With $0.01 Par Value, dated December 2, 2016. (Incorporated by reference to Post-Effective Amendment No. 95 to the Registration Statement, as filed on January 31, 2017.) | ||
(9) | Amendment, Statement of Change of Principal Office, dated February 9, 2018. (Filed herein.) | ||
(10) | Amended and Restated Establishment and Designation of Series and Classes of Shares of Beneficial Interest, With $0.01 Par Value, dated May 16, 2018. (Filed herein.) | ||
(11) | Amendment of Amended and Restated Declaration of Trust, dated May 16, 2018. (Filed herein.) | ||
(b) | Amended and Restated Bylaws, dated December 1, 2015. (Incorporated by reference to Post-Effective Amendment No. 90 to the Registration Statement, as filed on January 28, 2016.) | ||
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(c) | Instruments defining the rights of shareholders, including the relevant portions of: the Amended and Restated Declaration of Trust, dated June 2, 2008, as amended through May 16, 2018 (see Section 5.2), and the Amended and Restated Bylaws, dated December 1, 2015 (see Article 9). (Incorporated by reference to exhibits (a)(1) through (a)(11) and exhibit (b) to this Registration Statement.) | ||
(d) | Amended and Restated Investment Management Agreement between the Registrant, on behalf of DWS Managed Municipal Bond Fund (dated June 1, 2006) and Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.); and between the Registrant, on behalf of DWS Short-Term Municipal Bond Fund (dated February 1, 2011) and Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.); and between the Registrant, on behalf of DWS High Yield Tax Free Fund (now known as DWS Strategic High Yield Tax-Free Fund) (dated June 1, 2006, as amended October 1, 2007, October 1, 2013, October 1, 2014, and October 1, 2016), and Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.) (Incorporated by reference to Post-Effective Amendment No. 92 to the Registration Statement, as filed on September 28, 2016.) | ||
(e) | (1) | Master Distribution Agreement between Registrant and DWS Investments Distributors, Inc. (now known as DWS Distributors, Inc.), dated January 13, 2010. (Incorporated by reference to Post-Effective Amendment No. 66 to the Registration Statement, as filed on August 2, 2010.) | |
(2) | Appendix A, as amended July 2, 2018, to Master Distribution Agreement dated January 13, 2010. (Filed herein.) | ||
(3) | Form of Selling Group Agreement. (Filed herein.) | ||
(f) | Not applicable. | ||
(g) | (1) | Master Custodian Agreement between the Registrant and State Street Bank and Trust Company, dated November 17, 2008. (Incorporated by reference to Post-Effective Amendment No. 64 to the Registration Statement, as filed on September 28, 2009.) | |
(2) | Amendment, effective as of January 20, 2017, to the Master Custodian Agreement dated November 17, 2008. (Incorporated by reference to Post-Effective Amendment No. 97 to the Registration Statement, as filed on March 30, 2017.) | ||
(3) | Appendix A, effective as of July 2, 2018, to Master Custodian Agreement dated November 17, 2008. (Filed herein.) | ||
(h) | (1) | Agency Agreement between the Registrant and DWS Scudder Investments Service Company (now known as DWS Service Company), dated April 1, 2007. (Incorporated by reference to Post-Effective Amendment No. 61 to the Registration Statement, as filed on September 28, 2007.) | |
(2) | Amendment No. 1 made as of July 13, 2016 to the Agency Agreement dated April 1, 2007. (Incorporated by reference to Post-Effective Amendment No. 92 to the Registration Statement, as filed on September 28, 2016.) |
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(3) | Amended & Restated Shareholder Services Agreement for Class A and Class C Shares between the Registrant and DeAWM Distributors, Inc. (now known as DWS Distributors, Inc.), dated February 12, 2016. (Incorporated by reference to Post-Effective Amendment No. 92 to the Registration Statement, as filed on September 28, 2016.) | ||
(4) | Letter of Indemnity to The Scudder Funds (Boston Board) dated October 13, 2004. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement, as filed on September 28, 2005.) | ||
(5) | Letter of Indemnification for Service as an Independent Trustee of a Liquidating Fund dated October 13, 2004. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement, as filed on September 28, 2005.) | ||
(6) | Letters of Indemnity to The Scudder Funds (Boston Board) dated October 13, 2004. (Incorporated by reference to Post-Effective Amendment No. 56 to the Registration Statement, as filed on September 28, 2005.) | ||
(7) | Amended and Restated Administrative Services Agreement between the Registrant, on behalf of Deutsche Managed Municipal Bond Fund, Deutsche Strategic High Yield Tax-Free Fund, and Deutsche Short-Term Municipal Bond Fund (now known as DWS Managed Municipal Bond Fund, DWS Strategic High Yield Tax-Free Fund, and DWS Short-Term Municipal Bond Fund, respectively), and Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.), dated May 16, 2018. (Filed herein.) | ||
(8) | Sub-Administration and Sub-Accounting Agreement among State Street Bank and Trust Company and Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.), Scudder Fund Accounting Corporation, and Investment Company Capital Corp. dated April 1, 2003. (Incorporated by reference to Post-Effective Amendment No. 88 to the Registration Statement, as filed on September 28, 2015.) | ||
(9) | Amendment, effective as of January 20, 2017, to the Sub-Administration and Sub-Accounting Agreement dated April 1, 2003. (Filed herein.) | ||
(10) | Amendment, effective as of June 29, 2018, to the Sub-Administration and Sub-Accounting Agreement dated April 1, 2003. (Filed herein.) | ||
(11) | Schedule A, dated as of July 2, 2018, to Sub-Administration and Sub-Accounting Agreement dated April 1, 2003. (Filed herein.) | ||
(12) | Form of Mutual Fund Rule 22c-2 Information Sharing Agreement among Registrant, DWS Distributors, Inc. and certain financial intermediaries. (Filed herein.) | ||
(13) | Form of Expense Limitation Agreement, dated October 1, 2007, between the Registrant and Deutsche Investment Management Americas Inc. (now known as DWS Investment Management Americas, Inc.). (Filed herein.) | ||
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(i) | (1) | Legal Opinion and Consent of Counsel with respect to Scudder High Yield Tax Free Fund (now known as DWS Strategic High Yield Tax-Free Fund). (Incorporated by reference to Post-Effective Amendment No. 41 to the Registration Statement, as filed on May 1, 2000.) | |
(2) | Legal Opinion and Consent of Counsel with respect to Scudder High Yield Tax Free Fund (now known as DWS Strategic High Yield Tax-Free Fund). (Incorporated by reference to Post-Effective Amendment No. 45 to the Registration Statement, as filed on September 29, 2000.) | ||
(3) | Consent of Counsel with respect to Scudder Managed Municipal Bonds (now known as DWS Managed Municipal Bond Fund). (Incorporated by reference to Post-Effective Amendment No. 47 to the Registration Statement, as filed on December 29, 2000.) | ||
(4) | Legal Opinion and Consent of Counsel with respect to Scudder Managed Municipal Bonds (now known as DWS Managed Municipal Bond Fund) and Scudder High Yield Tax Free Fund (now known as DWS Strategic High Yield Tax-Free Fund). (Incorporated by reference to Post-Effective Amendment No. 50 to the Registration Statement, as filed on August 16, 2002.) | ||
(5) | Legal Opinion and Consent of Counsel with respect to DWS Short-Term Municipal Bond Fund. (Incorporated by reference to Post-Effective Amendment No. 69 to the Registration Statement, as filed on January 31, 2011.) | ||
(6) | Legal Opinion and Consent of Counsel with respect to Class T Shares of Deutsche Short-Term Municipal Bond Fund (now known as DWS Short-Term Municipal Bond Fund). (Incorporated by reference to Post-Effective Amendment No. 95 to the Registration Statement, as filed on January 31, 2017.) | ||
(7) | Legal Opinion and Consent of Counsel with respect to Class T Shares of Deutsche Managed Municipal Bond Fund and Deutsche Strategic High Yield Tax-Free Fund (now known as DWS Managed Municipal Bond Fund and DWS Strategic High Yield Tax-Free Fund, respectively). (Incorporated by reference to Post-Effective Amendment No. 97 to the Registration Statement, as filed on March 30, 2017.) | ||
(j) | Consent of Independent Registered Public Accounting Firm. (Filed herein.) | ||
(k) | Not applicable. | ||
(l) | Not applicable. | ||
(m) | (1) | Rule 12b-1 Plan for Scudder Managed Municipal Bonds (now known as DWS Managed Municipal Bond Fund) – Class A Shares, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 47 to the Registration Statement, as filed on December 29, 2000.) | |
(2) | Rule 12b-1 Plan for Deutsche Managed Municipal Bond Fund (now known as DWS Managed Municipal Bond Fund) – Class T Shares, dated December 2, 2016. (Incorporated by reference to Post-Effective Amendment No. 97 to the Registration Statement, as filed on March 30, 2017.) |
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(3) | Amended and Restated Rule 12b-1 Plan for Deutsche Managed Municipal Bond Fund (now known as DWS Managed Municipal Bond Fund) – Class C Shares, dated February 10, 2017. (Incorporated by reference to Post-Effective Amendment No. 99 to the Registration Statement, as filed on September 27, 2017.) | ||
(4) | Rule 12b-1 Plan for Scudder High Yield Tax Free Fund (now known as DWS Strategic High Yield Tax-Free Fund) – Class A Shares, dated December 29, 2000. (Incorporated by reference to Post-Effective Amendment No. 86 to the Registration Statement, as filed on January 26, 2015.) | ||
(5) | Rule 12b-1 Plan for Deutsche Strategic High Yield Tax-Free Fund (now known as DWS Strategic High Yield Tax-Free Fund) – Class T Shares, dated December 2, 2016. (Incorporated by reference to Post-Effective Amendment No. 97 to the Registration Statement, as filed on March 30, 2017.) | ||
(6) | Amended and Restated Rule 12b-1 Plan for Deutsche Strategic High Yield Tax-Free Fund (now known as DWS Strategic High Yield Tax-Free Fund) – Class C Shares, dated February 10, 2017. (Incorporated by reference to Post-Effective Amendment No. 97 to the Registration Statement, as filed on March 30, 2017.) | ||
(7) | Rule 12b-1 Plan for DWS Short-Term Municipal Bond Fund – Class A Shares, dated February 1, 2011. (Incorporated by reference to Post-Effective Amendment No. 69 to the Registration Statement, as filed on January 31, 2011.) | ||
(8) | Rule 12b-1 Plan for Class T Shares of Deutsche Short-Term Municipal Bond Fund (now known as DWS Short-Term Municipal Bond Fund), dated December 2, 2016. (Incorporated by reference to Post-Effective Amendment No. 95 to the Registration Statement, as filed on January 31, 2017.) | ||
(9) | Amended and Restated Rule 12b-1 Plan for Deutsche Short-Term Municipal Bond Fund (now known as DWS Short-Term Municipal Bond Fund) – Class C Shares, dated February 10, 2017. (Incorporated by reference to Post-Effective Amendment No. 97 to the Registration Statement, as filed on March 30, 2017.) | ||
(n) | Amended and Restated Multi-Distribution System Plan, pursuant to Rule 18f-3, dated August 10, 2018. (Filed herein.) | ||
(o) | Reserved. | ||
(p) | (1) | Code of Ethics for Deutsche Bank – AM – U.S., dated February 26, 2018. (Filed herein.) | |
(2) | DWS Funds and Germany Funds Code of Ethics, dated July 11, 2018. (Filed herein.) |
Item 29. Persons Controlled by or under Common Control with the Fund
None.
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Item 30. Indemnification
Article IV of the Registrant’s Amended and Restated Declaration of Trust (“Declaration of Trust”) (Exhibit (a)(1) hereto, which is incorporated herein by reference) provides in effect that the Registrant will indemnify its officers and trustees under certain circumstances. However, in accordance with Section 17(h) and 17(i) of the Investment Company Act of 1940 and its own terms, said Article of the Declaration of Trust does not protect any person against any liability to the Registrant or its shareholders to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office.
The Registrant has purchased insurance policies insuring its officers and trustees against certain liabilities which such officers and trustees may incur while acting in such capacities and providing reimbursement to the Registrant for sums which it may be permitted or required to pay to its officers and trustees by way of indemnification against such liabilities, subject to certain deductibles.
On April 5, 2002, Zurich Scudder Investments, Inc. (“Scudder”), the investment advisor, now known as DWS Investment Management Americas, Inc. (hereafter, “DIMA”), was acquired by Deutsche Bank AG, not including certain U.K. Operations (the “Transaction”). In connection with the Trustees’ evaluation of the Transaction, Deutsche Bank agreed to indemnify, defend and hold harmless Registrant and the trustees who were not “interested persons” of Scudder, Deutsche Bank or Registrant (the “Independent Trustees”) for and against any liability and claims and expenses based upon or arising from, whether in whole or in part, or directly or indirectly, any untrue statement or alleged untrue statement of a material fact made to the Independent Trustees by Deutsche Bank in connection with the Independent Trustees’ consideration of the Transaction, or any omission or alleged omission of a material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading.
DIMA, the investment advisor, has agreed, subject to applicable law and regulation, to indemnify and hold harmless the Registrant against any loss, damage, liability and expense, including, without limitation, the advancement and payment, as incurred, of reasonable fees and expenses of counsel (including counsel to the Registrant and counsel to the Independent Trustees) and consultants, whether retained by the Registrant or the Independent Trustees, and other customary costs and expenses incurred by the Registrant in connection with any litigation or regulatory action related to possible improper market timing or other improper trading activity or possible improper marketing and sales activity in the Registrant (“Private Litigation and Enforcement Actions”). In the event that this indemnification is unavailable to the Registrant for any reason, then DIMA has agreed to contribute to the amount paid or payable by the Registrant as a result of any loss, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of DIMA and the Registrant with respect to the matters which resulted in such loss, damage, liability or expense, as well as any other relevant equitable considerations; provided, that if no final determination is made in such action or proceeding as to the relative fault of DIMA and the Registrant, then DIMA shall pay the entire amount of such loss, damage, liability or expense.
In recognition of its undertaking to indemnify the Registrant, and in light of the rebuttable presumption generally afforded to non-interested board members of an investment company that they have not engaged in disabling conduct, DIMA has also agreed, subject to applicable law and regulation, to indemnify and hold harmless each of the Independent Trustees against any and all loss, damage, liability and expense, including without limitation the advancement and payment as incurred of reasonable fees and expenses of counsel and consultants, and other customary costs and expenses incurred by the Independent Trustees, arising from the matters alleged in any Private Litigation and Enforcement Actions or matters arising from or
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similar in subject matter to the matters alleged in the Private Litigation and Enforcement Actions (collectively, “Covered Matters”), including without limitation:
1. | all reasonable legal and other expenses incurred by the Independent Trustees in connection with the Private Litigation and Enforcement Actions, and any actions that may be threatened or commenced in the future by any person (including any governmental authority), arising from or similar to the matters alleged in the Private Litigation and Enforcement Actions, including without limitation expenses related to the defense of, service as a witness in, or monitoring of such proceedings or actions; |
2. | all liabilities and reasonable legal and other expenses incurred by any Independent Trustee in connection with any judgment resulting from, or settlement of, any such proceeding, action or matter; |
3. | any loss or reasonable legal and other expenses incurred by any Independent Trustee as a result of the denial of, or dispute about, any insurance claim under, or actual or purported rescission or termination of, any policy of insurance arranged by DIMA (or by a representative of DIMA acting as such, acting as a representative of the Registrant or of the Independent Trustees or acting otherwise) for the benefit of the Independent Trustee, to the extent that such denial, dispute or rescission is based in whole or in part upon any alleged misrepresentation made in the application for such policy or any other alleged improper conduct on the part of DIMA, any of its corporate affiliates, or any of their directors, officers or employees; |
4. | any loss or reasonable legal and other expenses incurred by any Independent Trustee, whether or not such loss or expense is incurred with respect to a Covered Matter, which is otherwise covered under the terms of any specified policy of insurance, but for which the Independent Trustee is unable to obtain advancement of expenses or indemnification under that policy of insurance, due to the exhaustion of policy limits which is due in whole or in part to DIMA or any affiliate thereof having received advancement of expenses or indemnification under that policy for or with respect to any Covered Matter; provided, that the total amount that DIMA will be obligated to pay under this provision for all loss or expense shall not exceed the amount that DIMA and any of its affiliates actually receive under that policy of insurance for or with respect to any and all Covered Matters; and |
5. | all liabilities and reasonable legal and other expenses incurred by any Independent Trustee in connection with any proceeding or action to enforce his or her rights under the agreement, unless DIMA prevails on the merits of any such dispute in a final, nonappealable court order. |
DIMA is not required to pay costs or expenses or provide indemnification to or for any individual Independent Trustee (i) with respect to any particular proceeding or action as to which the Board of the Registrant has determined that such Independent Trustee ultimately would not be entitled to indemnification with respect thereto, or (ii) for any liability of the Independent Trustee to the Registrant or its shareholders to which such Independent Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Independent Trustee’s duties as a Trustee of the Registrant as determined in a final adjudication in such proceeding or action. In addition, to the extent that DIMA has paid costs or expenses under the agreement to any individual Independent Trustee with respect to a particular proceeding or action, and there is a final adjudication in such proceeding or action of the Independent Trustee’s liability to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the Independent Trustee’s duties as a Trustee of the Registrant, such Independent Trustee has undertaken to repay such costs or expenses to DIMA.
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Item 31. Business and Other Connections of Investment Advisor
During the last two fiscal years, no director or officer of DWS Investment Management Americas, Inc., the investment advisor, has engaged in any other business, profession, vocation or employment of a substantial nature other than that of the business of investment management and, through affiliates, investment banking.
Item 32. Principal Underwriters
(a)
DWS Distributors, Inc. acts as principal underwriter of the Registrant’s shares and acts as principal underwriter for registered open-end management investment companies and other funds managed by DWS Investment Management Americas, Inc.
(b)
Information on the officers and directors of DWS Distributors, Inc., principal underwriter for the Registrant, is set forth below. The principal business address is 222 South Riverside Plaza, Chicago, Illinois 60606-5808.
(1) | (2) | (3) | ||
DWS Distributors, Inc. Name and Principal Business Address |
Positions and Offices with DWS Distributors, Inc. |
Positions and Offices with Registrant |
||
JJ Wilczewski 222 South Riverside Plaza Chicago, IL 60606-5808 |
Director, President, CEO and Chairman of the Board | None | ||
Bobby Brooks One International Place Boston, MA 02110-1543 |
Director and Vice President | None | ||
Paul Blodgett 345 Park Avenue New York, NY 10154-0004 |
Director and Vice President | None | ||
Kristin Kulik-Peters 222 South Riverside Plaza Chicago, IL 60606-5808 |
Director and Vice President | None | ||
Michael Hughes 222 South Riverside Plaza Chicago, IL 60606-5808 |
Director and Vice President | None | ||
Cynthia P. Nestle 345 Park Avenue New York, NY 10154-0004 |
Chief Operating Officer | None | ||
Nancy Tanzil 345 Park Avenue New York, NY 10154-0004 |
Chief Financial Officer and Treasurer | None | ||
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Un Sil Hwang 222 South Riverside Plaza Chicago, IL 60606-5808 |
Chief Compliance Officer | None |
Anjie LaRocca 345 Park Avenue New York, NY 10154-0004 |
Secretary
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None
|
Hepsen Uzcan 345 Park Avenue New York, NY 10154-0004
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Assistant Secretary | President, Chief Executive Officer and Assistant Secretary |
(c) Not applicable.
Item 33. Location of Accounts and Records
The accounts and records of the Registrant are located, in whole or in part, at the office of the Registrant and the following locations:
Advisor and Administrator (Accounting Agent, as applicable) |
DWS Investment Management Americas, Inc. 345 Park Avenue New York, NY 10154-0004 |
DWS Investment Management Americas, Inc. One International Place Boston, MA 02110-2618 | |
Custodian and Sub-Administrator (Sub-Accounting Agent, as applicable) |
State Street Bank and Trust Company State Street Financial Center One Lincoln Street Boston, MA 02111-2900 |
Sub-Transfer Agent |
DST Systems, Inc. 333 West 11th Street Kansas City, MO 64105-1628 |
Distributor |
DWS Distributors, Inc. 222 South Riverside Plaza Chicago, IL 60606-5808 |
Storage Vendor |
Iron Mountain Incorporated 12646 NW 115th Avenue Medley, FL 33178-3179 |
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Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York and the State of New York on the 24th day of September 2018.
DEUTSCHE DWS MUNICIPAL TRUST
By: /s/Hepsen Uzcan
Hepsen Uzcan*
President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to its Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURE | TITLE | DATE | ||
/s/Hepsen Uzcan | ||||
Hepsen Uzcan* | President | September 24, 2018 | ||
/s/Diane Kenneally | ||||
Diane Kenneally | Chief Financial Officer and Treasurer | September 24, 2018 | ||
/s/John W. Ballantine | ||||
John W. Ballantine* | Trustee | September 24, 2018 | ||
/s/Henry P. Becton, Jr. | ||||
Henry P. Becton, Jr.* | Trustee | September 24, 2018 | ||
/s/Dawn-Marie Driscoll | ||||
Dawn-Marie Driscoll* | Trustee | September 24, 2018 | ||
/s/Keith R. Fox | ||||
Keith R. Fox* | Chairperson and Trustee | September 24, 2018 | ||
/s/Paul K. Freeman | ||||
Paul K. Freeman* | Trustee | September 24, 2018 | ||
/s/Richard J. Herring | ||||
Richard J. Herring* | Trustee | September 24, 2018 | ||
/s/William McClayton | ||||
William McClayton* | Trustee | September 24, 2018 | ||
/s/Rebecca W. Rimel | ||||
Rebecca W. Rimel* | Trustee | September 24, 2018 | ||
/s/William N. Searcy, Jr. | ||
William N. Searcy, Jr.* | Trustee | September 24, 2018 |
/s/Jean Gleason Stromberg | ||
Jean Gleason Stromberg* | Trustee | September 24, 2018 |
*By:
/s/ Caroline Pearson
Caroline Pearson**
Chief Legal Officer
** | Attorney-in-fact pursuant to the powers of attorney as filed herein. |
Power of Attorney
We, the undersigned Trustees or Directors, as the case may be, of the following investment companies:
Cash Account Trust
Deutsche DWS Asset Allocation Trust
Deutsche DWS Equity 500 Index Portfolio
Deutsche DWS Funds Trust
Deutsche DWS Global/International Fund, Inc.
Deutsche DWS Income Trust
Deutsche DWS Institutional Funds
Deutsche DWS International Fund, Inc.
Deutsche DWS Investment Trust
Deutsche DWS Investments VIT Funds
Deutsche DWS Market Trust
Deutsche DWS Money Funds
Deutsche DWS Money Market Trust
Deutsche DWS Municipal Trust
Deutsche DWS Portfolio Trust
Deutsche DWS Securities Trust
Deutsche DWS State Tax-Free Income Series
Deutsche DWS Tax Free Trust
Deutsche DWS Value Series, Inc.
Deutsche DWS Variable Series I
Deutsche DWS Variable Series II
Deutsche Multi-Market Income Trust
Deutsche Strategic Income Trust
DWS Municipal Income Trust
DWS Strategic Municipal Income Trust
Government Cash Management Portfolio
Investors Cash Trust
hereby constitute and appoint John Millette, Caroline Pearson and James M. Wall, and each of them, severally, with full powers of substitution, or if more than one acts, a majority of them, our true and lawful attorneys and agents to execute in our names, place and stead (in such capacity) any and all amendments to enable each Trust or Corporation (collectively, the "Funds") to comply with the Securities Act of 1933, as amended (the "1933 Act") and/or the Investment Company Act of 1940, as amended (the "1940 Act"), and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with the Funds' Registration Statements on Form N-1A pursuant to the 1933 Act and/or the 1940 Act, together with any and all pre- and post-effective amendments thereto, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as a Trustee or Director of a Fund such Registration Statement and any and all such pre- and post-effective amendments filed with the Securities and Exchange Commission under the 1933 Act and/or the 1940 Act, and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that each said attorney-in-fact and agent, or substitute or substitutes therefor, shall lawfully do or cause to be done by virtue hereof.
This power of attorney is effective for all documents filed on or after July 2, 2018
SIGNATURE | TITLE | DATE |
/s/John W. Ballantine | ||
John W. Ballantine | Trustee/Director | May 16, 2018 |
/s/Henry P. Becton, Jr. | ||
Henry P. Becton, Jr. | Trustee/Director | May 16, 2018 |
/s/Dawn-Marie Driscoll | ||
Dawn-Marie Driscoll | Trustee/Director | May 16, 2018 |
/s/Keith R. Fox | ||
Keith R. Fox | Trustee/Director | May 16, 2018 |
/s/Paul K. Freeman | ||
Paul K. Freeman | Trustee/Director | May 16, 2018 |
/s/Richard J. Herring | ||
Richard J. Herring | Trustee/Director | May 16, 2018 |
/s/William McClayton | ||
William McClayton | Trustee/Director | May 16, 2018 |
/s/Rebecca W. Rimel | ||
Rebecca W. Rimel | Trustee/Director | May 16, 2018 |
/s/William N. Searcy, Jr. | ||
William N. Searcy, Jr. | Trustee/Director | May 16, 2018 |
/s/Jean Gleason Stromberg | ||
Jean Gleason Stromberg | Trustee/Director | May 16, 2018 |
Power of Attorney
I, the undersigned Officer of the following investment companies:
Cash Account Trust Deutsche DWS Asset Allocation Trust Deutsche DWS Equity 500 Index Portfolio Deutsche DWS Funds Trust Deutsche DWS Global/International Fund, Inc. Deutsche DWS Income Trust Deutsche DWS Institutional Funds Deutsche DWS International Fund, Inc. Deutsche DWS Investment Trust Deutsche DWS Investments VIT Funds Deutsche DWS Market Trust Deutsche DWS Money Funds Deutsche DWS Money Market Trust Deutsche DWS Municipal Trust
|
Deutsche DWS Portfolio Trust Deutsche DWS Securities Trust Deutsche DWS State Tax-Free Income Series Deutsche DWS Tax Free Trust Deutsche DWS Value Series, Inc. Deutsche DWS Variable Series I Deutsche DWS Variable Series II Deutsche Multi-Market Income Trust Deutsche Strategic Income Trust DWS Municipal Income Trust DWS Strategic Municipal Income Trust Government Cash Management Portfolio Investors Cash Trust
|
hereby constitute and appoint John Millette, Caroline Pearson and James M. Wall, and each of them, severally, with full powers of substitution, my true and lawful attorney and agent to execute in my name, place and stead (in such capacity) any and all amendments to enable each Trust or Corporation (collectively, the “Funds”) to comply with the Securities Act of 1933, as amended (the “1933 Act”) and/or the Investment Company Act of 1940, as amended (the “1940 Act”), and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with the Funds’ Registration Statements on Form N-1A pursuant to the 1933 Act and/or the 1940 Act, together with any and all pre- and post-effective amendments thereto, including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name and on behalf of the undersigned as President of the Funds such Registration Statement and any and all such pre- and post-effective amendments filed with the Securities and Exchange Commission under the 1933 Act and/or the 1940 Act, and any other instruments or documents related thereto, and the undersigned does hereby ratify and confirm all that each said attorney-in-fact and agent, or substitute or substitutes therefor, shall lawfully do or cause to be done by virtue hereof.
This power of attorney is effective for all documents filed on or after July 2, 2018.
SIGNATURE | TITLE | DATE |
/s/Hepsen Uzcan Hepsen Uzcan |
President | May 16, 2018 |
DWS FUNDS BOARD CERTIFICATE OF THE SECRETARY
I, John Millette, do hereby certify as follows:
1. | That I am the duly elected Secretary of the Funds listed on the attached Appendix A, (each a "Fund," and each Fund's underlying portfolios, if applicable, a "Series"); |
2. | I further certify that the following is a complete and correct copy of resolutions adopted by the members of the Board of Trustees/Directors of the Funds at a meeting duly called, convened and held on May 16, 2018 at which a quorum was present and acting throughout, and that such resolutions have not been amended and are in full force and effect: |
WHEREAS, the President of the Fund, Hepsen Uzcan, desires to execute a Power of Attorney and thereby delegate legal authority to the below-designated individuals to sign Registration Statements, including any amendments, on her behalf:
NOW THEREFORE BE IT:
RESOLVED, that the delegation by Hepsen Uzcan of her authority as an officer of the Fund to sign the Fund's Registration Statements, including any amendments thereto, on behalf of the Fund to the following individuals pursuant to a Power of Attorney in substantially the form presented to the Board is hereby approved, with such further changes as may recommended by counsel:
John Millette, Caroline Pearson, and James M. Wall; and
FURTHER RESOLVED, that any Registration Statement signed pursuant to such Power of Attorney shall comply with Rule 483 (b) of the Securities Act of 1933 as amended, including, but not limited to the inclusion of: (1) a copy of the authorizing Power of Attorney; and (2) a certified copy of the resolutions of the Board authorizing such delegation as Exhibits thereto.
IN WITNESS WHEREOF, I hereunto set my hand this second day of July 2018.
/s/ John Millette
John Millette
Secretary
Appendix A
CASH ACCOUNT TRUST, AND ITS SERIES: DWS GOVERNMENT & AGENCY SECURITIES PORTFOLIO DWS TAX-EXEMPT PORTFOLIO
DEUTSCHE DWS ASSET ALLOCATION TRUST, AND ITS SERIES: DWS MULTI-ASSET CONSERVATIVE ALLOCATION FUND DWS MULTI-ASSET GLOBAL ALLOCATION FUND DWS MULTI-ASSET MODERATE ALLOCATION FUND
DEUTSCHE DWS EQUITY 500 INDEX PORTFOLIO
DEUTSCHE DWS FUNDS TRUST DEUTSCHE DWS GLOBAL/INTERNATIONAL FUND, INC., AND ITS SERIES: DWS EMERGING MARKETS FIXED INCOME FUND DWS EUROPEAN EQUITY FUND DWS RREEF GLOBAL INFRASTRUCTURE FUND DWS GLOBAL SMALL CAP FUND DWS HIGH CONVICTION GLOBAL BOND FUND DWS INTERNATIONAL GROWTH FUND
DEUTSCHE DWS INCOME TRUST, AND ITS SERIES: DWS FIXED INCOME OPPORTUNITIES FUND DWS GLOBAL HIGH INCOME FUND DWS GNMA FUND DWS HIGH INCOME FUND DWS MULTISECTOR INCOME FUND DWS SHORT DURATION FUND DWS SHORT DURATION HIGH INCOME FUND
DEUTSCHE DWS INSTITUTIONAL FUNDS, AND ITS SERIES: DWS EAFE® EQUITY INDEX FUND DWS EQUITY 500 INDEX FUND DWS S&P 500 INDEX FUND DWS U.S. BOND INDEX FUND DWS U.S. MULTI-FACTOR FUND
DEUTSCHE DWS PORTFOLIO TRUST, AND ITS SERIES: DWS FLOATING RATE FUND DWS TOTAL RETURN BOND FUND
|
DEUTSCHE DWS INTERNATIONAL FUND, INC., AND ITS SERIES: DWS CROCI® INTERNATIONAL FUND DWS EMERGING MARKETS EQUITY FUND DWS GLOBAL MACRO FUND DWS LATIN AMERICA EQUITY FUND DWS WORLD DIVIDEND FUND
DEUTSCHE DWS INVESTMENT TRUST, AND ITS SERIES: DWS CAPITAL GROWTH FUND DWS CORE EQUITY FUND DWS CROCI® EQUITY DIVIDEND FUND DWS CROCI® U.S. FUND DWS LARGE CAP FOCUS GROWTH FUND DWS MID CAP VALUE FUND DWS SMALL CAP CORE FUND DWS SMALL CAP GROWTH FUND
DEUTSCHE DWS INVESTMENTS VIT FUNDS, AND ITS SERIES: DWS EQUITY 500 INDEX VIP DWS SMALL CAP INDEX VIP
DEUTSCHE DWS MARKET TRUST, AND ITS SERIES: DWS GLOBAL INCOME BUILDER FUND DWS RREEF REAL ASSETS FUND
DEUTSCHE DWS MONEY FUNDS, AND ITS SERIES: DWS MONEY MARKET PRIME SERIES
DEUTSCHE DWS MONEY MARKET TRUST, AND ITS SERIES: DWS GOVERNMENT CASH MANAGEMENT FUND DWS GOVERNMENT CASH RESERVES FUND INSTITUTIONAL DWS GOVERNMENT MONEY MARKET SERIES
DEUTSCHE MULTI-MARKET INCOME TRUST
DWS MUNICIPAL INCOME TRUST
DEUTSCHE DWS MUNICIPAL TRUST, AND ITS SERIES: DWS MANAGED MUNICIPAL BOND FUND DWS SHORT-TERM MUNICIPAL BOND FUND DWS STRATEGIC HIGH YIELD TAX-FREE FUND
|
2
DEUTSCHE DWS SECURITIES TRUST, AND ITS SERIES: DWS COMMUNICATIONS FUND DWS CROCI® SECTOR OPPORTUNITIES FUND DWS ENHANCED COMMODITY STRATEGY FUND DWS RREEF GLOBAL REAL ESTATE SECURITIES FUND DWS HEALTH AND WELLNESS FUND DWS RREEF MLP & ENERGY INFRASTRUCTURE FUND DWS RREEF REAL ESTATE SECURITIES FUND DWS SCIENCE AND 'TECHNOLOGY FUND
DEUTSCHE DWS STATE TAX-FREE INCOME SERIES, AND ITS SERIES: DWS CALIFORNIA TAX-FREE INCOME FUND DWS MASSACHUSETTS TAX-FREE FUND DWS NEW YORK TAX-FREE INCOME FUND
DEUTSCHE STRATEGIC INCOME TRUST
DWS STRATEGIC MUNICIPAL INCOME TRUST
DEUTSCHE DWS TAX FREE TRUST, AND ITS SERIES: DWS INTERMEDIATE TAX/AMT FREE FUND
DEUTSCHE DWS VALUE SERIES, INC., AND ITS SERIES: DWS CROCI® EQUITY DIVIDEND FUND DWS MID CAP VALUE FUND
|
DEUTSCHE DWS VARIABLE SERIES I, AND ITS SERIES: DWS BOND VIP DWS CAPITAL GROWTH VIP DWS CORE EQUITY VIP DWS CROCI® INTERNATIONAL VIP DWS GLOBAL SMALL CAP VIP
DEUTSCHE DWS VARIABLE SERIES II, AND ITS SERIES: DWS ALTERNATIVE ASSET ALLOCATION VIP DWS CROCI® U.S. VIP DWS GLOBAL EQUITY VIP DWS GLOBAL INCOME BUILDER VIP DWS GOVERNMENT & AGENCY SECURITIES VIP DWS GOVERNMENT MONEY MARKET VIP DWS HIGH INCOME VIP DWS INTERNATIONAL GROWTH VIP DWS MULTISECTOR INCOME VIP DWS SMALL MID CAP GROWTH VIP DWS SMALL MID CAP VALUE VIP
GOVERNMENT CASH MANAGEMENT PORTFOLIO
INVESTORS CASH TRUST, AND ITS SERIES: DWS CENTRAL CASH MANAGEMENT GOVERNMENT FUND DWS TREASURY PORTFOLIO DWS VARIABLE NAV MONEY FUND
|
3
DEUTSCHE DWS MUNICIPAL TRUST
EXHIBIT INDEX
(a)(9)
(a)(10)
(a)(11)
(e)(2)
(e)(3)
(g)(3)
(h)(7)
(h)(9)
(h)(10)
(h)(11)
(h)(12)
(h)(13)
(j)
(n)
(p)(1)
(p)(2)
13
Exhibit (a)(9)
DEUTSCHE MUNICIPAL TRUST
Amendment
Statement of Change of Principal Office
The Trustees of Deutsche Municipal Trust (the “Trust”), acting pursuant to Article VIII, Section 8.3, of the Trust’s Amended and Restated Declaration of Trust, dated June 2, 2008, as amended (the “Declaration”), do hereby amend the “Address of Trust” section of the Addendum to the Declaration, effective immediately, as follows:
The address of principal office in Massachusetts is hereby replaced with the following:
Address of Principal Office in Massachusetts: One International Place
Boston, Massachusetts 02110
[The remainder of this page is intentionally blank.]
IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees of the Trust, have executed this instrument as of this 9th day of February 2018.
/s/John W. Ballantine | /s/Richard J. Herring | |
John W. Ballantine, Trustee | Richard J. Herring, Trustee | |
/s/Henry P. Becton, Jr. |
/s/William McClayton | |
Henry P. Becton, Jr., Trustee | William McClayton, Trustee | |
/s/Dawn-Marie Driscoll |
/s/Rebecca W. Rimel | |
Dawn-Marie Driscoll, Trustee | Rebecca W. Rimel, Trustee | |
/s/Keith R. Fox |
/s/William N. Searcy, Jr. | |
Keith R. Fox, Trustee | William N. Searcy, Jr., Trustee | |
/s/Paul K. Freeman |
/s/Jean Gleason Stromberg | |
Paul K. Freeman, Trustee | Jean Gleason Stromberg, Trustee | |
/s/Kenneth C. Froewiss |
||
Kenneth C. Froewiss, Trustee |
Exhibit (a)(10)
DEUTSCHE MUNICIPAL TRUST
Amended and Restated Establishment and Designation of Series and
Classes of Shares of Beneficial Interest, With $0.01 Par Value
WHEREAS, the Trustees of Deutsche Municipal Trust (the “Trust”), acting pursuant to the Trust’s Amended and Restated Declaration of Trust (the “Declaration”), dated June 2, 2008, as amended, had previously established and designated one or more series of shares of beneficial interest in the Trust (each, a “Series” composed of “Shares”) pursuant to one or more designations of series (the “Prior Series Designations”) and had previously established and designated one or more classes of Shares (each, a “Class”) for some or all of the Series pursuant to one or more designations of classes (the “Prior Class Designations,” such Prior Series Designations and Prior Class Designations referred to herein collectively as the “Prior Designations”);
WHEREAS, the Trustees of the Trust, effective December 2, 2016, restated the Trust’s Prior Designations, the terms of the restated designation to supersede any terms set forth in the Prior Designations;
WHEREAS, pursuant to Article V, Sections 5.10 and 5.12 of the Declaration, the Trustees, at a meeting held on May 16, 2018, authorized the following Series’ name changes:
· | The Series of Shares known as Deutsche Managed Municipal Bond Fund is renamed “DWS Managed Municipal Bond Fund;” |
· | The Series of Shares known as Deutsche Short-Term Municipal Bond Fund is renamed “DWS Short-Term Municipal Bond Fund;” |
· | The Series of Shares known as Deutsche Strategic High Yield Tax-Free Fund is renamed “DWS Strategic High Yield Tax-Free Fund;” and |
WHEREAS, all Series’ name changes are to be effective July 2, 2018.
NOW, THEREFORE, pursuant to Article V, Section 5.12 and Article VIII, Section 8.3 of the Declaration, the Trustees of the Trust, effective July 2, 2018, hereby amend and restate the Trust’s Prior Designations, the terms of which are to supersede any terms set forth in the Prior Designations:
1. The following Series of Shares and Classes thereof are established and designated, the Shares, with $0.01 par value, of such Series and Classes to be subject to the terms of, and entitled to all the rights and preferences accorded to Shares of a Series, and, if applicable, a Class under, the Declaration and this amended and restated designation:
1
DWS Managed Municipal Bond Fund | Class A |
Class C |
Class S |
Class T |
Institutional Class |
DWS Short-Term Municipal Bond Fund | Class A |
Class C |
Class S |
Class T |
Institutional Class |
DWS Strategic High Yield Tax-Free Fund | Class A |
Class C |
Class S |
Class T |
Institutional Class |
2. For Shares of a Class of a Series, the relative rights and preferences of such Class shall be as determined by the Trustees of the Trust from time to time in accordance with the Declaration and set forth in the Trust’s Multi-Distribution System Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended, as such Plan may be amended from time to time, or as otherwise required by applicable law. The Shares of a Class of a Series shall have such other terms, features and qualifications as may be determined by the Trustees of the Trust from time to time in accordance with the Declaration and set forth in the current prospectus and statement of additional information of the Series relating to such Class, contained in the Trust’s registration statement under the Securities Act of 1933, as amended, (if applicable) as such prospectus or statement of additional information may be further supplemented from time to time.
3. The designation of the Series and Classes hereby shall not impair the power of the Trustees from time to time to designate additional Series and Classes of Shares of the Trust.
[The remainder of this page is intentionally blank.]
2
IN WITNESS WHEREOF, the undersigned, being at least a majority of the Trustees of the Trust, have executed this instrument as of this 16th day of May 2018.
/s/John W. Ballantine | /s/Henry P. Becton, Jr. | |
John W. Ballantine, Trustee | Henry P. Becton, Jr., Trustee | |
/s/Dawn-Marie Driscoll |
/s/Keith R. Fox | |
Dawn-Marie Driscoll, Trustee | Keith R. Fox, Trustee | |
/s/Paul K. Freeman | /s/Richard J. Herring | |
Paul K. Freeman, Trustee | Richard J. Herring, Trustee | |
/s/William McClayton | /s/Rebecca W. Rimel | |
William McClayton, Trustee | Rebecca W. Rimel, Trustee | |
/s/William N. Searcy, Jr. |
/s/Jean Gleason Stromberg | |
William N. Searcy, Jr., Trustee | Jean Gleason Stromberg, Trustee |
3
Exhibit (a)(11)
DEUTSCHE MUNICIPAL TRUST
Certificate of Amendment of Amended and Restated Declaration of Trust
The undersigned, being at least a majority of the duly elected and qualified Trustees of Deutsche Municipal Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the authority granted to the Board of Trustees in the Amended and Restated Declaration of Trust dated June 2, 2008, as amended (the “Declaration of Trust”), do hereby amend Article I, Section 1.1 of the Declaration of Trust, as follows:
The name of the Trust is hereby changed from “Deutsche Municipal Trust” to “Deutsche DWS Municipal Trust” effective July 2, 2018.
IN WITNESS WHEREOF, the undersigned, being at least a majority of the Trustees of the Trust, have executed this instrument as of this 16th day of May 2018.
/s/John W. Ballantine | /s/Henry P. Becton, Jr. | |
John W. Ballantine, Trustee
|
Henry P. Becton, Jr., Trustee | |
/s/Dawn-Marie Driscoll |
/s/Keith R. Fox | |
Dawn-Marie Driscoll, Trustee
|
Keith R. Fox, Trustee | |
/s/Paul K. Freeman | /s/Richard J. Herring | |
Paul K. Freeman, Trustee
|
Richard J. Herring, Trustee | |
/s/William McClayton | /s/Rebecca W. Rimel | |
William McClayton, Trustee
|
Rebecca W. Rimel, Trustee | |
/s/William N. Searcy, Jr |
/s/Jean Gleason Stromberg | |
William N. Searcy, Jr., Trustee | Jean Gleason Stromberg, Trustee |
Exhibit (e)(2)
APPENDIX A
To Master Distribution Agreement dated January 13, 2010
(As amended July 2, 2018)
Fund | Series & Classes | Effective Date of Agreement | Expiration Date of Initial Term of the Agreement |
CASH ACCOUNT TRUST | |||
DWS Government & Agency Securities Portfolio Share Classes: DWS Government & Agency Money Fund, DWS Government Cash Institutional Shares, Government Cash Managed Shares, and Service Shares
|
January 13, 2010 | September 30, 2010 | |
DWS Tax-Exempt Portfolio Share Classes: DWS Tax-Exempt Cash Premier Shares, DWS Tax-Exempt Money Fund, DWS Tax-Free Money Fund Class S, Service Shares, Tax-Exempt Cash Managed Shares, and Tax-Free Investment Class
|
January 13, 2010 | September 30, 2010 | |
DEUTSCHE DWS ASSET ALLOCATION TRUST | |||
DWS Multi-Asset Conservative Allocation Fund Share Classes: Class A, Class C, Class S, and Class T
|
January 13, 2010 | September 30, 2010 | |
DWS Multi-Asset Global Allocation Fund Share Classes: Class A, Class C, Class S, and Class T
|
January 13, 2010 | September 30, 2010 | |
DWS Multi-Asset Moderate Allocation Fund Share Classes: Class A, Class C, Class S, and Class T |
January 13, 2010 | September 30, 2010 | |
DEUTSCHE DWS GLOBAL/ INTERNATIONAL FUND, INC. | |||
DWS Emerging Markets Fixed Income Fund Share Classes: Class A, Class C, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 |
A-1 |
Fund | Series & Classes | Effective Date of Agreement | Expiration Date of Initial Term of the Agreement |
DWS European Equity Fund Share Classes: Class A, Class C, Class S, Class T, and Institutional Class
|
November 3, 2014 |
September 30, 2016
| |
DWS Global Small Cap Fund Share Classes: Class A, Class C, Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS High Conviction Global Bond Fund Share Classes: Class A, Class C, Class S and Class T |
January 13, 2010 |
September 30, 2010
| |
DWS International Growth Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS RREEF Global Infrastructure Fund Share Classes: Class A, Class C, Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DEUTSCHE DWS INCOME TRUST | |||
DWS Fixed Income Opportunities Fund Share Classes: Class A, Class C, Class R6, Class S, Class T, and Institutional Class
|
February 1, 2011 | September 30, 2011 | |
DWS Global High Income Fund Share Classes: Class A, Class C, Class R6, Class S, Class T, and Institutional Class
|
February 1, 2011 | September 30, 2011 | |
DWS GNMA Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS High Income Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class
|
February 1, 2011 | September 30, 2011 | |
DWS Multisector Income Fund Share Classes: Class A, Class C, Class R6, Class S, Class T and Institutional Class
|
February 1, 2011 | September 30, 2011 | |
DWS Short Duration Fund Share Classes: Class A, Class C, Class R6, Class S, Class T, and Institutional Class
|
February 1, 2011 | September 30, 2011 |
A-2 |
Fund | Series & Classes | Effective Date of Agreement | Expiration Date of Initial Term of the Agreement |
DWS Short Duration High Income Fund Share Classes: Class A, Class R6, Class S, Class T, and Institutional Class
|
December 18, 2017 | September 30, 2018 | |
DEUTSCHE DWS INSTITUTIONAL FUNDS | |||
DWS EAFE® Equity Index Fund Share Class: Class R6, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS Equity 500 Index Fund Share Classes: Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS S&P 500 Index Fund Share Classes: Class A, Class C, Class R6, Class S, and Class T
|
April 29, 2011 |
September 30, 2011
| |
DWS U.S. Bond Index Fund Share Classes: Class A, Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS U.S. Multi-Factor Fund Class R6 and Institutional Class |
May 1, 2017 | September 30, 2018 | |
DEUTSCHE DWS INTERNATIONAL FUND, INC. | |||
DWS CROCI® International Fund Share Classes: Class A, Class C, Class R6, Class S, Class T, and Institutional Class |
January 13, 2010 | September 30, 2010 | |
DWS Emerging Markets Equity Fund Share Classes: Class A, Class C, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS Global Macro Fund Share Classes: Class A, Class C, Class R, Class S, Class T, and Institutional Class
|
February 1, 2011 | September 30, 2011 | |
DWS Latin America Equity Fund Share Classes: Class A, Class C, Class S, Class T, and Institutional Class
|
January 13, 2010 |
September 30, 2010
| |
DWS World Dividend Fund Share Classes: Class A, Class C, Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 |
A-3 |
Fund | Series & Classes | Effective Date of Agreement | Expiration Date of Initial Term of the Agreement |
DEUTSCHE DWS INVESTMENT TRUST | |||
DWS Capital Growth Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS Core Equity Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS CROCI® Equity Dividend Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class |
May 16, 2018 | September 30, 2018 | |
DWS CROCI® U.S. Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class
|
April 1, 2015 | September 30, 2016 | |
DWS Large Cap Focus Growth Fund Share Classes: Class A, Class C, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS Mid Cap Value Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class
|
May 16, 2018 | September 30, 2018 | |
DWS Small Cap Core Fund Share Classes: Class A, Class C, Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS Small Cap Growth Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class
|
February 1, 2011 | September 30, 2011 | |
DEUTSCHE DWS INVESTMENTS VIT FUNDS | |||
DWS Equity 500 Index VIP Share Classes: Class A, Class B, and Class B2
|
January 13, 2010 | September 30, 2010 |
A-4 |
Fund | Series & Classes | Effective Date of Agreement | Expiration Date of Initial Term of the Agreement |
DWS Small Cap Index VIP Share Classes: Class A and Class B
|
January 13, 2010 | September 30, 2010 | |
DEUTSCHE DWS MARKET TRUST | |||
DWS Global Income Builder Fund Share Classes: Class A, Class C, Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS RREEF Real Assets Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class
|
April 29, 2011
|
September 30, 2011 | |
DEUTSCHE DWS MONEY FUNDS | |||
DWS Money Market Prime Series Share Classes: DWS Cash Investment Trust Class A, DWS Cash Investment Trust Class C, DWS Cash Investment Trust Class S, and DWS Money Market Fund |
January 13, 2010 |
September 30, 2010
| |
DEUTSCHE DWS MONEY MARKET TRUST | |||
DWS Government Cash Management Fund Share Classes: Institutional Shares
|
April 29, 2011 | September 30, 2011 | |
DWS Government Cash Reserves Fund Institutional Share Class: Institutional Class
|
April 29, 2011 | September 30, 2011 | |
DWS Government Money Market Series Share Class: Institutional Shares
|
January 13, 2010 |
September 30, 2010
| |
DEUTSCHE DWS MUNICIPAL TRUST | |||
DWS Managed Municipal Bond Fund Share Classes: Class A, Class C, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 |
A-5 |
Fund | Series & Classes | Effective Date of Agreement | Expiration Date of Initial Term of the Agreement |
DWS Short-Term Municipal Bond Fund Share Classes: Class A, Class C, Class S, Class T, and Institutional Class
|
February 1, 2011 | September 30, 2011 | |
DWS Strategic High Yield Tax-Free Fund Share Classes: Class A, Class C, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DEUTSCHE DWS PORTFOLIO TRUST | |||
DWS Floating Rate Fund Share Classes: Class A, Class C, Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS Total Return Bond Fund Share Classes: Class A, Class C, Class R, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DEUTSCHE DWS SECURITIES TRUST | |||
DWS Communications Fund Share Classes: Class A, Class C, Class T, and Institutional Class
|
April 29, 2011 | September 30, 2011 | |
DWS CROCI® Sector Opportunities Fund Share Classes: Class A, Class C, Class S, Class T, and Institutional Class
|
June 2, 2014 | September 30, 2015 | |
DWS Enhanced Commodity Strategy Fund Share Classes: Class A, Class C, Class R6, Class S, Class T, and Institutional Class
|
April 29, 2011 | September 30, 2011 | |
DWS Health and Wellness Fund Share Classes: Class A, Class C, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DWS RREEF Global Real Estate Securities Fund Share Classes: Class A, Class C, Class R6, Class S, Class T, and Institutional Class
|
April 29, 2011 | September 30, 2011 |
A-6 |
Fund | Series & Classes | Effective Date of Agreement | Expiration Date of Initial Term of the Agreement |
DWS RREEF MLP & Energy Infrastructure Fund Share Classes: Class A, Class C, Class S, and Institutional Class
|
January 27, 2015 | September 30, 2016 | |
DWS RREEF Real Estate Securities Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class
|
April 29, 2011 | September 30, 2011 | |
DWS Science and Technology Fund Share Classes: Class A, Class C, Class S, Class T, and Institutional Class
|
March 1, 2011 | September 30, 2011 | |
DEUTSCHE DWS STATE TAX-FREE INCOME SERIES | |||
DWS California Tax-Free Income Fund Share Classes: Class A, Class C, Class S, and Class T
|
January 13, 2010 |
September 30, 2010
| |
DWS Massachusetts Tax-Free Fund Share Classes: Class A, Class C, Class S, and Class T
|
August 1, 2011 |
September 30, 2011
| |
DWS New York Tax-Free Income Fund Share Classes: Class A, Class C, Class S, and Class T
|
January 13, 2010 | September 30, 2010 | |
DEUTSCHE DWS TAX FREE TRUST | |||
DWS Intermediate Tax/AMT Free Fund Share Classes: Class A, Class C, Class S, Class T, and Institutional Class |
January 13, 2010 | September 30, 2010 | |
DEUTSCHE DWS VALUE SERIES, INC. | |||
DWS CROCI® Equity Dividend Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class |
January 13, 2010 | September 30, 2010 | |
DWS Mid Cap Value Fund Share Classes: Class A, Class C, Class R, Class R6, Class S, Class T, and Institutional Class
|
January 13, 2010 | September 30, 2010 | |
DEUTSCHE DWS VARIABLE SERIES I | |||
DWS Bond VIP Share Class: Class A |
January 13, 2010 | September 30, 2010 |
A-7 |
Fund | Series & Classes | Effective Date of Agreement | Expiration Date of Initial Term of the Agreement |
DWS Capital Growth VIP Share Classes: Class A and Class B
|
January 13, 2010 |
September 30, 2010
| |
DWS Core Equity VIP Share Classes: Class A and Class B
|
January 13, 2010 |
September 30, 2010
| |
DWS CROCI® International VIP Share Classes: Class A and Class B
|
January 13, 2010
|
September 30, 2010 | |
DWS Global Small Cap VIP Share Classes: Class A and Class B
|
January 13, 2010 | September 30, 2010 | |
DEUTSCHE DWS VARIABLE SERIES II | |||
DWS Alternative Asset Allocation VIP Share Classes: Class A and Class B
|
January 13, 2010 |
September 30, 2010
| |
DWS CROCI® U.S. VIP Share Class: Class A and Class B
|
January 13, 2010 | September 30, 2010 | |
DWS Global Equity VIP Share Class: Class A
|
January 13, 2010 | September 30, 2010 | |
DWS Global Income Builder VIP Share Class: Class A and Class B
|
January 13, 2010 | September 30, 2010 | |
DWS Government & Agency Securities VIP Share Classes: Class A and Class B
|
January 13, 2010 |
September 30, 2010
| |
DWS Government Money Market VIP Share Class: Class A
|
January 13, 2010 | September 30, 2010 | |
DWS High Income VIP Share Classes: Class A and Class B
|
January 13, 2010 | September 30, 2010 | |
DWS International Growth VIP Share Classes: Class A and Class B
|
January 13, 2010 | September 30, 2010 | |
DWS Multisector Income VIP Share Class: Class A |
January 13, 2010 | September 30, 2010 | |
DWS Small Mid Cap Growth VIP Share Class: Class A
|
January 13, 2010 | September 30, 2010 | |
DWS Small Mid Cap Value VIP Share Classes: Class A and Class B
|
January 13, 2010 | September 30, 2010 |
A-8 |
Fund | Series & Classes | Effective Date of Agreement | Expiration Date of Initial Term of the Agreement |
INVESTORS CASH TRUST | |||
DWS Treasury Portfolio Share Classes: Capital Shares, DWS U.S. Treasury Money Fund Class S, Institutional Shares, and Investment Class Shares
|
January 13, 2010 |
September 30, 2010
| |
DWS Variable NAV Money Fund Share Classes: Capital Shares and Institutional Shares
|
January 13, 2010 |
September 30, 2010
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A-9 |
On behalf of the above-listed entities in Appendix A
By: /s/ John Millette
Name: John Millette
Title: Vice President and Secretary
DWS DISTRIBUTORS, INC.
By: /s/ Cynthia Nestle
Name: Cynthia Nestle
Title: Chief Operating Officer
By: /s/ Paul Schubert
Name: Paul Schubert
Title: Managing Director
A-10
Exhibit (e)(3)
SELLING GROUP AGREEMENT – DWS Distributors, Inc.
222 South Riverside Plaza, Chicago, Illinois 60606
Dear Financial Services Firm:
As principal underwriter and distributor, we invite you to join a Selling Group for the distribution of Shares (as defined below) of the DWS Funds (“Funds”), subject to the terms of this Selling Group Agreement (“Agreement”). For purposes of this Agreement, the Funds shall include Class A, Class C, Class R, Class R6, Class S, Class T, Institutional Class, and Investment Class shares of the Funds and such additional classes as we may from time to time specify by supplement hereto (the “Shares”). In our capacity as exclusive agent of each Fund, we offer to sell to you Shares of the Funds subject to the following terms:
1. | In all offers and sales of these Shares to the public, you shall act as dealer for your own account, and you are not authorized to act as broker or agent for, or employee of, us, any Fund or any other dealer, and shall not represent to any third party that you have such authority or are acting in such capacity. Rather, you agree that you are acting as principal for your own account or as agent on behalf of your customers in all transactions in Shares. |
2. | Orders to purchase shares of a Fund received from you will be accepted by us only at the public offering price applicable to each order, as established by the terms of the applicable then-current Prospectus and Statement of Additional Information, each as amended and supplemented (collectively, the “Prospectus”) of each Fund, subject to the discount, commission or other concession, if any, as provided in such Prospectus. Upon receipt from you of any order to purchase Shares, we shall send a confirmation to you. Additional instructions may be forwarded to you from time to time. All purchase orders are subject to acceptance or rejection by us in our sole discretion and become effective only upon confirmation by us. |
3. | You may offer and sell Shares to your customers only at the public offering price applicable to such Shares in effect at the time of such transaction as determined in the manner described in the applicable Prospectus. The procedures relating to all orders and the handling of each order (including the manner of computing the public offering price of Shares and the effective time of orders received from you) are subject to: (i) the terms of the applicable Prospectus and (ii) written instructions and the Shares’ pricing procedures and guidelines, if any, as provided to you. |
4. | (a) In return for providing the services set forth in this Agreement, you shall be entitled to any concessions and/or sales charges (collectively, “Concessions”) with respect to Shares sold by you set forth in the Prospectus of the applicable Fund. You may receive distribution and/or service fees with respect to certain Shares of the Funds as provided in the applicable Prospectus, which fees shall be payable with respect to such assets, for such periods and at such intervals as are from time to time specified by us. You acknowledge and agree that, as applicable depending on the class of Shares sold, certain compensation to you may be paid pursuant to a “Rule 12b-1 Plan” adopted by the applicable Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) and that, to the extent we waive any payments payable to us under such Rule 12b-1 Plan, the amounts payable to you may, at our option, be reduced accordingly. In determining the amount payable to you hereunder, we reserve the right to exclude any sales which we reasonably determine are not made in accordance with the terms of the Prospectus and provisions of this Agreement. |
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(b) The
Concessions to which you may be entitled in connection with sales to your customers pursuant to any special features of a Fund
(such as combined purchases, cumulative discounts, letters of intent, etc.) shall be in accordance with the terms of such features,
as described in the applicable Prospectus and related forms and it is your responsibility to inform us, at the time specified in
paragraph 26(a) hereof, of the applicability of any such special features.
(c) You agree that each Fund may, without prior notice, suspend or eliminate the payment of any compensation, including distribution or service fees, by supplement to the Prospectus for such Fund. We shall have no obligation to pay any distribution or service fees to you with respect to the Shares of a Fund until we receive the related compensation from the Fund, and our liability to you for such payments is limited solely to the related compensation that we receive from such Fund. You agree to monitor compensation you receive and to notify us in writing of any underpayment promptly but in any event no later than 180 days after payment is due hereunder. In the event that you fail to notify us in writing of any underpayment within such period, you will be deemed to have waived your right to compensation for such underpayment.
5. | By accepting this Agreement, you agree: |
(a) | To purchase Shares only from us or from your customers. |
(b) | That you will purchase Shares from us only for the purpose of covering purchase orders already received from your customers, or for your own bona fide investment. |
(c) | Not to repurchase any Shares from your customers at a price below that next quoted by a Fund for redemption or repurchase, i.e., at the net asset value of such Shares, less any applicable redemption fee, in accordance with the Fund’s Prospectus. You shall, however, be permitted to sell Shares for the account of your customer to us as agent of the Funds at the repurchase price then currently in effect for such Shares and may charge your customer a fair service fee or commission for handling the transaction, provided you disclose the fee or commission to the customer in accordance with applicable law. Nevertheless, you agree that you shall not maintain a secondary market in such repurchased Shares. |
6. | You agree not to make any conditional orders for the purchase or redemption of Shares. |
7. | You agree that, if any Shares confirmed to you under the terms of this Agreement are repurchased by the issuing Fund or by us as agent for the Fund, or are tendered for repurchase, within seven business days after the date of our confirmation of the original purchase order from you, you shall forfeit your right to any compensation with respect to such Shares and shall forthwith refund to us any Concessions paid to you on such Shares. |
8. | Unless otherwise agreed to by us, you agree that payment for Shares ordered from us shall be by wire transfer of Fed funds (or other immediately available funds) and such funds must be received by the appropriate Fund’s shareholder service agent by the earlier of: (a) the end of the third (3rd) business day following our acceptance of your order to purchase such Shares; or (b) such shorter time period as may be required by applicable regulations; including the settlement date established in accordance with Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “1934 Act”). If such payment is not received by such date, you shall forfeit your right to any compensation with respect to such order and we reserve the right, without notice, forthwith to cancel the sale or, at our option, to sell the Shares ordered back to the Fund, in which case we may hold you responsible for any loss, including loss of profit suffered by us resulting from your failure to make such payment. |
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9. | We agree to accept from you orders electronically transmitted via the NSCC’s Fund/SERV Networking program and you are permitted to maintain records via the NSCC’s Networking program, provided that appropriate documentation thereof and agreements relating thereto are executed, including in particular a Fund/SERV Agreement and other related agreements between us (or our affiliate) and you deemed appropriate by us (collectively, “NSCC Related Agreements”), and that all accounts opened and established pursuant to such program will be governed by applicable NSCC rules and procedures. If the NSCC Fund/SERV Networking program is used to place orders, the NSCC Related Agreements will control insofar as there is any conflict between any provision of this Agreement and the NSCC Related Agreements. The foregoing agreements are available on request. |
10. | You agree to date and time stamp all orders for the purchase or sale of Shares received by you, and to promptly forward such orders to us. Such orders will be processed at the public offering price next determined after receipt of such orders by you, in each case as described in the applicable Prospectus, provided that we receive such orders from you in good order prior to the close of our business on that date, or at such earlier time as may be required by the applicable Prospectus or by Rule 22c-1 under the 1940 Act and any related Securities and Exchange Commission (“SEC”) staff positions. You represent that you have procedures in place reasonably designed to ensure that orders received by you are handled in a manner consistent with Rule 22c-1 under the 1940 Act, and any related SEC staff positions. You agree not to withhold placing orders for Shares with us so as to profit yourself as a result of such inaction. |
11. | You agree that you shall assume responsibility for any loss to the Fund caused by a correction to any order placed by you that is made subsequent to the trade date for the order, to the extent such order correction was not based on any negligence on our part. You further agree that you will immediately pay such loss to the Fund upon notification. |
12. | All sales will be made subject to our receipt of Shares from the Funds. We reserve the right, in our discretion and at any time, without notice, to suspend sale of Shares or withdraw the offering of Shares entirely or limit the offering of Shares. |
13. | (a) We reserve the right to modify the terms of or terminate this Agreement, upon 15 days prior written notice to you. Your
placing of an order or accepting payment of any kind after the effective date of such modification shall constitute your acceptance
of such modification. You may terminate this Agreement upon 15 days prior written notice to us. (b) The termination of this Agreement shall have no effect upon transactions entered into prior to the effective date of termination and shall not relieve you of your obligations, duties and indemnities specified in this Agreement. A trade placed by you subsequent to termination of this Agreement will not serve to reinstate the Agreement. Reinstatement will only be effective upon written notification by us. (c) This Agreement is not assignable by you without our written consent. |
14. | All communications to us regarding this Agreement should be sent to the address in the heading above. Any notice to you regarding this Agreement shall be duly given if mailed to you at the address specified by you below. |
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15. | This Agreement shall be construed in accordance with the laws of Illinois without reference to the conflicts of law provisions thereof. This Agreement is subject to the Prospectuses of the Funds and, in the event of a conflict, the terms of the Prospectuses shall control. Any changes, modifications or additions reflected in any such Prospectus shall be effective on the date of such Prospectus (or supplement thereto) unless specified otherwise. |
16. | This Agreement is subject to the Additional Stipulations and Conditions set forth below, all of which are a part of this Agreement. In addition, any supplements attached hereto, or sent to you pursuant to paragraph 13(a) above, shall be a part of this Agreement. |
DWS DISTRIBUTORS, INC.
By: ______________________________
Name: JJ Wilczewski
Title: President and Chief Executive Officer
By: ______________________________
Name: Cynthia P. Nestle
Title: Chief Operating Officer
Intermediary Firm: ___________________________
By: _______________________________________
Name: _____________________________________
Title: ______________________________________
Firm Home Office Address: _____________________
___________________________________________
___________________________________________
Firm CRD Number: ____________________________
We accept and agree to the terms and conditions of this Agreement, including the Additional Stipulations and Conditions set forth below and, if applicable, any attached supplements.
Date: _______________________
DWS-SGA (07/2018)
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Additional Stipulations and Conditions
17. | You agree to maintain records of all purchases and sales of Shares made through you and to furnish us or regulatory authorities with copies of such records upon request. You further agree that, unless you hold Shares as nominee for your customers or participate in the NSCC Fund/SERV Networking program, at certain matrix levels, you will provide us with all necessary information to comply properly with all applicable federal, state and local reporting requirements, including, without limitation, backup and nonresident alien withholding requirements for your customer accounts. You represent and agree that all Taxpayer Identification Numbers (“TINs”) provided are certified, and that no account that requires a certified TIN will be established without such certified TIN. With respect to all other accounts, including Shares held by you in omnibus accounts and Shares purchased or sold through the NSCC Fund/SERV Networking program, at certain matrix levels, you agree to perform all federal, state and local tax reporting with respect to such accounts. |
18. | You agree to distribute or cause to be delivered to your customers Prospectuses, proxy solicitation materials, shareholder reports and other materials in compliance with applicable legal requirements, except to the extent that we undertake to do so. |
19. | You represent and warrant that: |
(a) | You will not offer Shares of any Fund for sale in any state or jurisdiction where such Shares may not be legally sold or where you are not qualified to act as a broker-dealer. |
(b) | There are no impediments, prior or existing, regulatory, self-regulatory, administrative, civil or criminal matters adversely affecting your ability to perform under this Agreement. |
(c) | You are not subject to any enforcement or other proceeding with respect to your activities under state or federal securities laws, rules or regulations. |
(d) | You have, and will maintain during the term of this Agreement, appropriate broker’s blanket bond insurance policies adequate to reasonably protect and indemnify us and the Funds against any loss which any party may suffer or incur as a result of any action or omission by you or your partners, directors, officers, employees, and agents. |
(e) | You are a “financial institution” as defined in 31 U.S.C. 5312(a)(2) or (c)(1) and are regulated by a “Federal functional regulator” as defined in 31 CFR §103.120(a)(2). |
(f) | If any of the representations set forth in this paragraph 19 at any time ceases to be true, you shall promptly notify us of this fact. |
20. | No person is authorized to make any representations concerning Shares of any Fund except those contained in the Prospectus of such Fund or in printed information issued by the Fund or by us as information supplemental to such Prospectus. If you wish to use your own advertising or sales literature with respect to a Fund, all such materials must be approved by us prior to use. You shall be responsible for the content of and any required filing of materials. |
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21. | Your acceptance of this Agreement constitutes a representation that (i) you are a registered broker dealer with the SEC; (ii) you are a member in good standing of the Financial Industry Regulatory Authority (“FINRA,” f/k/a “NASD”); (iii) you are licensed by the appropriate regulatory agency of each state or other jurisdiction in which you will offer and sell Shares of the Funds; and (iv) you agree to comply with all state and federal laws, rules and regulations applicable to transactions hereunder and to the NASD rules. Termination or suspension of your registration with the SEC, membership with FINRA or license to do business by any state or other jurisdiction shall immediately cause the termination of this Agreement and you will notify us promptly in writing of any such action or event. |
22. | You represent and warrant to us and the Funds: |
(a) | You have in place an anti-money laundering program and related processes addressing compliance with Office of Foreign Assets Control (“OFAC”) trade and economic sanctions programs (collectively, “AML program”) that does now and will continue to comply with applicable laws and regulations, including the relevant provisions of the USA PATRIOT Act (Pub. L. No. 107-56 (2001)) and the regulations issued thereunder by the U.S. Treasury Department and the rules of FINRA and NYSE Regulation, as applicable. |
(b) | You have in place – and have conducted due diligence pursuant to – policies, procedures and internal controls (i) reasonably designed to verify the identity of the customers that you introduce to the Funds or on whose behalf you purchase Fund Shares, and to identify those customers’ sources of funds, and (ii) that include the implementation of special categories of clients, including, but not limited to, senior foreign political figures, on whom you perform enhanced due diligence, and have no reason to believe that any of the invested funds were derived from illegal activities; and that you have recorded the evidence establishing the identity and source of funds of such customer and will retain or procure the retention of such evidence for no less than the period of time required by applicable law. |
(c) | You have, after undertaking reasonable inquiry, no information or knowledge that (i) any customer that you introduce to the Funds or on whose behalf you purchase Fund Shares, or (ii) any person or entity controlling, controlled by or under common control with such customer or having a significant beneficial interest in such customer, or for whom such customer is acting as agent or nominee in connection with the investment in the Funds, is an individual or entity or in a country or territory that is on an OFAC list or similar list of sanctioned or prohibited persons maintained by a U.S. governmental or regulatory body. |
You further agree promptly to notify us should you become aware of any change in the above representations and warranties. In addition, we on our own behalf and on behalf of the Funds hereby provide notice to you that we and/or the Funds reserve the right to make inquiries of and request additional information from you regarding your AML program, and you agree that you will obtain and forward to us and/or the Funds all information and documents requested of you with respect to the financial condition or other matters relating to the customers referred by you to the extent that such information and documents are in your possession, custody or control; in no event shall the information and documents retained by you be less than as required by applicable law.
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23. | You shall make available an investment management account for your customers through the Funds and shall provide such office space and equipment, telephone facilities, personnel and literature distribution as is necessary or appropriate for providing information and services to your customers. Such services and assistance may include, but not be limited to, establishment and maintenance of shareholder accounts and records, processing purchase and redemption transactions, answering routine inquiries regarding the Funds, and such other services as may be agreed upon from time to time and as may be permitted by applicable statute, rule, or regulation. You shall prepare such periodic reports for us as shall reasonably be requested by us. You shall immediately inform the Funds or us of all written complaints received by you from Fund shareholders relating to the maintenance of their accounts and shall promptly answer all such complaints and other similar correspondence. You shall provide the Funds and us on a timely basis with such information as may be required to complete various regulatory forms. |
24. | You agree to indemnify and hold harmless the Funds, us and both of our respective affiliates, representatives and agents, successors and assigns, officers and directors, and each person who controls either us or the Funds within the meaning of Section 15 of the Securities Act of 1933, as amended, from and against any and all direct or indirect costs, claims, expenses, liabilities or losses, including attorney’s fees resulting from (i) any alleged violation of any statute or regulation (including, without limitation, the securities laws and regulations of the United States or any state or jurisdiction) or any alleged tort or breach of contract, related to the offer or sale by you of Shares of the Funds pursuant to this Agreement (except to the extent that our negligence or failure to follow correct instructions received from you is the cause of such loss, claim, liability, cost or expense); (ii) requests, directions, actions or inactions of or by you, your officers, employees or agents regarding the purchase, redemption or transfer of registration of Shares of the Funds for your accounts, your customers and other shareholders or from any unauthorized or improper use of any online computer facilities; (iii) incorrect investment instructions received by us from you; or (iv) the breach by you of any of your representations and warranties specified herein or your failure to comply with the terms and conditions of this Agreement. |
We agree to indemnify you and hold you harmless from and against any and all liabilities and losses resulting directly from (i) any misstatement of a material fact in the Prospectus of a Fund or the omission of any material fact required to be stated in the Prospectus of a Fund or necessary to make the statements in the Prospectus not misleading; or (ii) our failure to comply with the terms and conditions of this Agreement. The foregoing indemnification provisions shall survive termination of this Agreement.
25. | As a result of the necessity to compute the amount of any contingent deferred sales charge or redemption charge due with respect to the redemption of Shares, you may not hold Shares of a Fund imposing such a charge in a “street name” account except with our prior written consent and, in such event, you shall be responsible for computation, collection and payment to us of such charges. Except as otherwise permitted by us, Shares owned by a shareholder must be in a separate identifiable account for such shareholder. |
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26. | (a) In accordance with the terms of each applicable Prospectus, you acknowledge that a reduced sales charge or no sales charge (collectively, “discounts”) may be available to purchasers of Shares. You represent that you have, and will maintain during the term of this Agreement, adequate written supervisory procedures and internal controls to ensure that your customers receive all available discounts, and you agree: (i) to inform your customers of applicable discount opportunities and to inquire about other qualifying holdings that might entitle customers to receive discounts; (ii) to advise us, contemporaneously with each purchase order you forward to us as agent for your customers, of the availability of any discounts; and (iii) that in the event that you fail to provide us with information concerning the availability of discounts as provided in (ii) above, you, and not us or the Funds, shall be responsible for reimbursing your customer any applicable discount amount. |
(b) Shares of certain Funds have been divided into separate classes. Please see the appropriate Prospectuses for a more complete description of the distinctions between the classes of shares. It is important to investors not only to choose Funds appropriate for their investment objectives, but also to choose the appropriate distribution arrangement. Decisions to purchase a specific class should be made in light of the relevant facts and circumstances, including: the specific purchase order dollar amount; the length of time the investor expects to hold the Shares; and any other relevant circumstances such as the availability of purchases under a letter of intent, combined purchases or cumulative discount privilege, as described in the Prospectus.
Since there are instances when one pricing structure may be more appropriate than another, appropriate supervisory personnel within your organization must ensure that all employees receiving investor inquiries about the purchase of Shares advise the investor of the available pricing structures offered by the Funds and the impact of choosing one method over another, including breakpoints and the availability of letters of intent, combined purchases and cumulative discounts. In some instances, it may be appropriate for a supervisory person to discuss a purchase with the investor.
Without limiting the generality of the foregoing, you acknowledge that you are solely responsible for all suitability determinations with respect to offers and sales of Shares to your customers and that we have no responsibility for the manner of your performance of, or for your acts or omissions in connection with, the duties and activities you perform under this Agreement.
27. | You represent that you have adopted and implemented procedures to safeguard customer information and records that are reasonably designed to ensure the security and confidentiality of customer records and information and to ensure your compliance with the SEC’s Regulation S-P. Both of us agree on behalf of ourselves, our affiliates and employees that the terms of this Agreement, information exchanged hereunder and information about our respective customers and potential customers is confidential and as such shall not be disclosed, sold or used in any way except to carry out the terms of this Agreement. Notwithstanding the foregoing, such confidential information may be disclosed on a “need to know” basis as set forth in applicable privacy rules and regulations. The obligations regarding confidentiality hereunder shall not apply to any information which is (i) otherwise publicly available, (ii) already possessed by the entity to whom the information was disclosed prior to disclosure hereunder, (iii) independently developed by the entity, or (iv) disclosed pursuant to law, rule, regulation or court or administrative order. The provisions of this paragraph shall survive termination of this Agreement. |
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28. | From time to time, the Funds or we may implement policies, procedures or charges in an effort to avoid the potential adverse effects on the Funds of short-term trading by market timers. You agree to cooperate in good faith with us in the implementation of any such policies, procedures and/or charges and agree that you will comply with any restrictions and limitations on exchanges described in each Fund’s Prospectus, including any restrictions or prohibitions relating to frequent purchases and redemptions (i.e., market timing). In this regard, you agree that we may reject or cancel any purchase or exchange order, particularly when there appears to be a pattern of market timing or other frequent purchases and sales. |
29. | This Agreement shall be in substitution of and supersedes all prior selling group agreements between you and us regarding these Shares. |
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Exhibit (g)(3)
APPENDIX A
To SSB Master Custodian Agreement dated November 17, 2008
(Effective as of July 2, 2018)
Cash Account Trust
DWS Government & Agency Securities Portfolio
DWS Tax-Exempt Portfolio
Deutsche DWS Asset Allocation Trust
DWS Multi-Asset Conservative Allocation Fund
DWS Multi-Asset Global Allocation Fund
DWS Multi-Asset Moderate Allocation Fund
Deutsche DWS Equity 500 Index Portfolio
Deutsche Funds Trust
Deutsche DWS Income Trust
DWS Fixed Income Opportunities Fund
DWS Global High Income Fund
DWS GNMA Fund
DWS High Income Fund
DWS Multisector Income Fund
DWS Short Duration Fund
DWS Short Duration High Income Fund
Deutsche DWS Institutional Funds
DWS EAFE® Equity Index Fund
DWS Equity 500 Index Fund
DWS S&P 500 Index Fund
DWS U.S. Bond Index Fund
DWS U.S. Multi-Factor Fund
Deutsche DWS Investment Trust
DWS Capital Growth Fund
DWS Core Equity Fund
DWS CROCI® U.S. Fund
DWS Large Cap Focus Growth Fund
DWS Small Cap Core Fund
DWS Small Cap Growth Fund
Deutsche DWS Investments VIT Funds
DWS Equity 500 Index VIP
DWS Small Cap Index VIP
Deutsche DWS Market Trust
DWS Global Income Builder Fund
DWS RREEF Real Assets Fund
Deutsche DWS Money Funds
DWS Money Market Prime Series
Deutsche DWS Money Market Trust
DWS Government Cash Management Fund
DWS Government Cash Reserves Fund Institutional
DWS Government Money Market Series
Deutsche Multi-Market Income Trust
DWS Municipal Income Trust
Deutsche DWS Municipal Trust
DWS Managed Municipal Bond Fund
DWS Short-Term Municipal Bond Fund
DWS Strategic High Yield Tax-Free Fund
Deutsche DWS Portfolio Trust
DWS Floating Rate Fund
DWS Total Return Bond Fund
Deutsche DWS Securities Trust
DWS Communications Fund
DWS Health and Wellness Fund
DWS RREEF MLP & Energy Infrastructure Fund
DWS RREEF Real Estate Securities Fund
DWS Science and Technology Fund
Deutsche DWS State Tax-Free Income Series
DWS California Tax-Free Income Fund
DWS Massachusetts Tax-Free Fund
DWS New York Tax-Free Income Fund
Deutsche Strategic Income Trust
DWS Strategic Municipal Income Trust
Deutsche DWS Tax Free Trust
DWS Intermediate Tax/AMT Free Fund
Deutsche DWS Value Series, Inc.
DWS CROCI® Equity Dividend Fund
DWS Mid Cap Value Fund
Deutsche DWS Variable Series I
DWS Bond VIP
DWS Capital Growth VIP
DWS Core Equity VIP
Deutsche DWS Variable Series II
DWS Alternative Asset Allocation VIP
DWS CROCI® U.S. VIP
DWS Global Income Builder VIP
DWS Government & Agency Securities VIP
DWS Government Money Market VIP
DWS High Income VIP
DWS Multisector Income VIP
DWS Small Mid Cap Growth VIP
DWS Small Mid Cap Value VIP
Government Cash Management Portfolio
Investors Cash Trust
DWS Central Cash Management Government Fund
DWS Treasury Portfolio
DWS Variable NAV Money Fund
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Exhibit (h)(7)
AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT, dated as of May 16, 2018, among Deutsche Municipal Trust, a Massachusetts business trust (the “Trust”), on its own behalf and on behalf of each of the Funds listed on Schedule I to this Agreement (each a “Fund” and together, the “Funds”), and Deutsche Investment Management Americas Inc., a Delaware corporation (the “Administrator”), effective with respect to each Fund as of the date set out with respect to such Fund on Schedule I to this Agreement, as may be amended from time to time.
WHEREAS, the Trust is engaged in business as an open-end investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”);
WHEREAS, the Trust desires to retain the Administrator and its permitted designees to provide certain administrative and fund accounting (the “Services”) to the Trust and the Funds on the terms set out in this Agreement, and the Administrator and its designees are willing to provide the Services to the Trust and each Fund on the terms set out in this Agreement; and
WHEREAS, the Trust and the Administrator desire to amend and restate the Amended and Restated Administrative Services Agreement dated July 12, 2017.
NOW, THEREFORE, in consideration of the premises and the covenants contained in this Agreement, the Trust, each Fund, and the Administrator agree as follows:
1. | Appointment and Services. |
(a) The Trust appoints the Administrator to provide the administrative services set out in Appendix A to this Agreement (the “Administrative Services”) for the benefit of the Trust and the Funds. The Administrator accepts its appointment and agrees to provide the Administrative Services for the compensation set out in this Agreement.
(b) The Trust appoints the Administrator to provide the fund accounting services set out in Appendix B to this Agreement (the “Fund Accounting Services”) for the benefit of the Trust and the Funds. The Administrator accepts its appointment and agrees to provide the Fund Accounting Services for the compensation set out in this Agreement.
2. | Fees. |
(a) For all Administrative Services and Fund Accounting Services provided under this Agreement, the Administrator will be compensated as set out on Appendix C.
(b) The Administrator may from time to time agree not to impose all or a portion of its fee otherwise payable under this Agreement and/or undertake to pay or reimburse the Trust for all or a portion of its expenses not otherwise required to be paid by or reimbursed by the Administrator. Unless otherwise agreed, any fee reduction or undertaking may be discontinued or modified by the Administrator at any time. For the
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month and year in which this Agreement becomes effective or terminates, there will be an appropriate pro ration of any fee based on the number of days that the Agreement is in effect during such month and year, respectively.
3. | Expenses. |
(a) Except as otherwise provided in this Agreement, the Administrator will pay all costs it incurs in connection with the performance of its duties under this Agreement. The Administrator will pay the compensation and expenses of all of its personnel and will make available, without expense to the Trust, the services of its officers and employees as may duly be elected officers or Trustees of the Trust, subject to their individual consent to serve and to any limitations imposed by law.
(b) The Administrator will not be required to pay any expenses of the Trust other than those specifically allocated to the Administrator in this Agreement. In particular, but without limiting the generality of the previous sentence, the Administrator will not be required to pay the following Trust expenses: (i) organization expenses of a Fund (including out-of-pocket expenses, but not including the Administrator’s overhead or employee costs); (ii) fees payable to the Adviser and to any other advisors or consultants of a Fund; (iii) except as otherwise agreed with the Board of Trustees, fees and expenses incurred by the Trust in connection with membership in investment company organizations; (iv) payment for portfolio pricing or valuation services to pricing agents, accountants, bankers and other specialists, if any; (v) outside legal, accounting or auditing expenses; (vi) interest, insurance premiums, taxes or governmental fees; (vii) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust’s business; (viii) the expenses of and fees for registering or qualifying shares of the Trust for sale and of maintaining the registration of the Trust and registering the Trust as a broker or a dealer, if applicable; (ix) the compensation and all expenses (specifically including travel expenses relating to Trust business) of Trustees, officers and employees of the Trust who are not affiliated persons of the Administrator; (x) expenses of printing, preparing, edgarizing, mailing and filing Prospectuses (each a “Prospectus”) and Statements of Additional Information (each, an “SAI”) of a Fund, any supplements thereto, and any other regulatory filings for the Trust or a Fund; (xi) any direct charges to shareholders approved by the Board of Trustees; (xii) costs of shareholders’ and other meetings; (xiii) costs in connection with the tabulation of proxies; (xiv) costs incurred in connection with registering with the Public Company Accounting Oversight Board; (xv) transfer agency and custodian expenses; (xvi) record-keeping and record retrieval costs associated with compliance under the Investment Company Act; and (xvii) expenses, charges or fees payable by the Trust or a Fund, as identified in Appendix D.
(c) The Administrator will not be required to pay expenses of any activity which is primarily intended to result in the sale of shares of a Fund if and to the extent that (i) such expenses are required to be borne by a principal underwriter which acts as the distributor of a Fund’s shares pursuant to an underwriting agreement which provides that the underwriter shall assume some or all of such expenses, or (ii) the Trust on behalf of a Fund will have adopted a plan in conformity with Rule 12b-1 under the Investment
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Company Act providing that a Fund (or some other party) will assume some or all of such expenses. The payment of any fees pursuant to a Plan, for each class, is subject to and contingent upon, the continued effectiveness of a duly adopted Plan authorizing the payment for such class.
4. | Delegation. |
(a) The Administrator, upon prior notice to the Trust and in compliance with applicable law, may delegate any of the Services, or adjust any prior delegation, to any other person or persons that the Administrator controls, is controlled by, or is under common control with, or to specified employees of any such persons, to the extent permitted by applicable law.
(b) Subject to prior approval of a majority of the members of a Fund’s Board of Trustees, including a majority of the Trustees who are not “interested persons,” and, to the extent required by applicable law, by the shareholders of a Fund, the Administrator, upon prior consent of the Trust and in compliance with applicable law, may delegate or outsource any of the Services, or adjust any prior delegation or outsourcing, to any other person or persons unaffiliated with the Administrator or to specified employees of any such persons, to the extent permitted by applicable law.
(c) Notwithstanding any delegation under clauses (a) or (b) of this Section 4, the Administrator will continue to supervise the Services provided by such persons or employees and any delegation will not relieve the Administrator of any of its obligations under this Agreement.
5. | Indemnification. |
(a) The Administrator will exercise reasonable care and diligence in the performance of its duties under this Agreement.
(b) As an inducement to the Administrator undertaking to provide services to Trust and each Fund pursuant to this Agreement, the Trust and each Fund agrees that the Administrator will not be liable under this Agreement for any error of judgment or mistake of law or for any loss suffered by the Trust or a Fund in connection with the matters to which this Agreement relates, provided that nothing in this Agreement will be deemed to protect or purport to protect the Administrator against any liability to the Trust, a Fund or its shareholders to which the Administrator would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
(c) At any time the Administrator may apply to any officer of a Fund for instructions, and may consult with legal counsel for a Fund, at the expense of the Fund, with respect to any matter arising in connection with this Agreement; and it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the advice of such counsel. The Administrator is authorized to act on the orders, directions or instructions of such persons as the Board of Trustees from time to time designates by resolution. The Administrator will be protected in acting upon any paper
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or document, including any orders, directions or instructions, reasonably believed by it to be genuine and to have been signed by the proper person or persons; and the Administrator will not be held to have notice of any change of authority of any person so authorized by a Fund until receipt of written notice from the Fund.
(d) In carrying out the Fund Accounting Services under this Agreement the Administrator will be entitled to receive, and may rely upon, information furnished it by means of Proper Instructions (as defined below), including but not limited to: (i) the manner and amount of accrual of expenses to be recorded on the books of each Fund; (ii) the source of quotations to be used for securities as may not be available through the Administrator's normal pricing services; (iii) the value to be assigned to any asset for which no price quotations are readily available; (iv) if applicable, the manner of computation of the public offering price and other computations as may be necessary; (v) transactions in portfolio securities; (vi) transactions in capital shares; and (vii) information received from any third party transfer agent of a Fund.
"Proper Instructions" means any certificate, letter or other instrument or telephone call reasonably believed by the Administrator to be genuine and to have been properly made or signed by any authorized officer of a Fund or person reasonably believed by the Administrator as being authorized by the Board of Trustees of a Fund. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices as from time to time agreed to by an authorized officer of a Fund and the Administrator.
6. | Term and Termination. |
(a) This Agreement will remain in force with respect to each party until the respective initial termination date listed on Schedule I and continue in force from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the vote of a majority of the Directors who are not parties to this Agreement or “interested persons” of any party to this Agreement.
(b) This Agreement will automatically terminate in the event of its assignment. Either party to this Agreement may terminate this Agreement or any Service under this Agreement without penalty by an instrument in writing delivered or mailed to the other party. A Fund may effect a termination under this Agreement by a vote of (i) a majority of the Trustees of the Fund who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of this Agreement or in any other agreement related to this Agreement or (ii) a majority of the outstanding voting securities of the Fund. Any termination under this Section will take effect not sooner than sixty (60) days after the date of delivery or mailing of such notice of termination, unless a Fund terminates this Agreement or Service under this Agreement due to a material failure of the Administrator to fulfill its obligations under this Agreement or with respect to the Service, in which case the termination will take effect immediately. Upon termination, the Administrator (or any designee of the Administrator) will turn over to the Trust or its designee, and cease to be obligated to retain in the Administrator’s files, any and all records pertaining to the terminated Services under this Agreement;
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provided, however, the Administrator (or its designee) in its discretion may make and retain copies of any and all such records and documents that it determines appropriate or for its protection.
7. Amendment. This Agreement, including any Schedule or Appendix to this Agreement, may be amended at any time by mutual agreement of the parties.
8. Services Not Exclusive. The Administrator's services pursuant to this Agreement are not exclusive, and it is understood that the Administrator may perform similar services for other persons. In acting under this Agreement, the Administrator will be an independent contractor and not an agent of the Trust or the Funds. The Administrator and its affiliates, by separate agreement with the Trust or a Fund, may also serve the Trust or a Fund in other capacities.
9. Other Interests. It is understood that the Trustees and Officers of the Trust and the shareholders of the Funds are or may be or become interested in the Administrator or its affiliates as directors, officers, employees, shareholders or otherwise and that directors, officers, employees and shareholders of the Administrator and its affiliates are or may be or become similarly interested in the Funds, and that the Administrator and its affiliates may be or become interested in the Funds as shareholder or otherwise. It is also understood that directors, officers, employees and shareholders of the Administrator and its affiliates may be or become interested (as directors, officers, employees, shareholders or otherwise) in other companies or entities (including but not limited to, other investment companies) controlling, controlled by or under common control with the Administrator, its affiliates or subsidiaries or which the Administrator, its affiliates or subsidiaries may in the future organize, sponsor or acquire, or with which they may merge or consolidate.
(a) With respect to any claim by the Administrator for recovery of that portion of any fees or reimbursable expenses (or any other liability of a Fund arising under this Agreement) related to a particular series and class of a Fund, whether in accordance with the express terms of this Agreement or otherwise, the Administrator will have recourse solely against the assets of that series and class to satisfy the claim and will have no recourse against the assets of any other series and class of any Fund.
(b) The Trust's Declaration of Trust, as amended from time-to-time (the “Declaration”), a copy of which, together with all amendments thereto, is on file in the Office of the Secretary of The Commonwealth of Massachusetts, provides that the name “Deutsche Municipal Trust” refers to the Trustees under the Declaration collectively as Trustees and not as individuals or personally, and that no shareholder of a Fund, or Trustee, officer, employee, or agent of the Trust, will be subject to claims against or obligations of the Trust or of the Fund to any extent whatsoever, but that the Trust estate only will be liable.
(c) The Administrator is hereby expressly put on notice of the limitation of liability as set forth in the Declaration and it agrees that the obligations assumed by the
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Trust on behalf of each Fund pursuant to this Agreement will be limited in all cases to a Fund and its assets, and it will not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other series of the Trust, or from any Trustee, officer, employee or agent of the Trust. The Administrator understands that the rights and obligations of each Fund, or series, under the Declaration are separate and distinct from those of any and all other series.
11. Internal Controls. The Administrator will maintain sufficient policies and procedures to reasonably ensure its ability to perform the services under this Agreement, and will monitor compliance with its policies and procedures.
12. | Miscellaneous. |
(a) The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
(b) In interpreting the provisions of this Agreement, the definitions under the Investment Company Act (particularly the definitions of “interested person,” “affiliated person,” “assignment” and “majority of the outstanding voting securities”) will be applied, subject, however, to such exemptions as may be granted by the SEC by any rule, regulation, or order.
(c) In connection with the operation of this Agreement, the Trust and the Administrator may agree from time to time on interpretations of or in addition to the provisions of this Agreement as in their joint opinions may be consistent with this Agreement. Any such interpretive or additional provisions will be in writing, signed by both parties and annexed, but no such provisions will be deemed to be an amendment of this Agreement.
(d) If the Administrator is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement, by reason of fire, flood, storm, strike, lockout or other labor trouble, riot, war, rebellion, accidents, acts of God, acts of terrorism, equipment, utility or transmission failure or damage, and/or any other cause or casualty beyond the reasonable control of the Administrator, whether similar to the foregoing matters or not, then, upon written notice to a Fund, the requirements of this Agreement that are affected by such disability, to the extent so affected, will be suspended during the period of such disability; provided, however, that the Administrator will make reasonable effort to remove such disability as soon as possible.
(e) This Agreement will be governed and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to agreements made and to be performed entirely in that jurisdiction, without regard to that jurisdiction’s conflict of laws provisions, provided that nothing in this Agreement will be construed in a manner inconsistent with the Investment Company Act, or in a manner which would cause a
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Fund to fail to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.
(f) This Agreement constitutes the entire agreement between the parties concerning the subject matter, and supersedes any and all prior understandings.
(g) If any provision of this Agreement is held or made invalid by a court decision, statute, rule or otherwise, the remainder will not be affected.
(h) Any notice required under this Agreement will be sufficiently given when delivered or mailed to the other party at the address of such party set out below or to such other persons or at such address as such party may from time to time specify in writing to the other party.
If to Trust: | Deutsche Municipal Trust |
John Millette |
One International Place, 12th Floor |
Boston, MA 02110 |
If to Administrator: | Deutsche Investment Management Americas Inc. |
John Millette |
One International Place, 12th Floor |
Boston, MA 02110 |
(i) Except as otherwise provided in this Agreement or as required by law, the Administrator will keep confidential all records of and information in its possession relating to the Trust, and or its shareholders or shareholder accounts and will not disseminate those records and information except at the request of or with the consent of a Fund.
[The rest of this page is intentionally blank]
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IN WITNESS WHEREOF, the Trust and the Administrator have caused this Agreement to be executed as of the day and year first above written.
Title: Vice President and Secretary
behalf of the Funds set out on Schedule I
Name: John Millette
Title: Vice President and Secretary
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By: /s/Caroline Pearson
Name: Caroline Pearson
Title: Managing Director
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DEUTSCHE MUNICIPAL TRUST
By: /s/John Millette
Name: John Millette
Title: Vice President and Secretary
DEUTSCHE MUNICIPAL TRUST, on
behalf of the Funds set out on Schedule I
By: /s/John Millette
Name: John Millette
Title: Vice President and Secretary
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By: /s/John Millette
Name: John Millette
Title: Chief Legal Officer
By: /s/Caroline Pearson
Name: Caroline Pearson
Title: Managing Director
Dated: May 16, 2018
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Subject to the oversight and control of the Trustees of the Trust, the Administrator will manage, supervise and conduct all business and affairs of the Trust in connection with its operation as an open-end fund, other than those governed by the Investment Management Agreement or otherwise provided by other parties, including without limitation:
1. provide the Trust with personnel as are reasonably necessary to perform the Services;
2. arrange for the preparation and filing for the Trust of all required tax returns;
3. (a) the preparation and submission of reports and meeting materials to the Board of Trustees and to existing shareholders and (b) prepare and file the periodic updating of the Trust’s prospectus and statement of additional information and prepare and file any currently required or to be required reports filed with the Securities and Exchange Commission and other regulatory and self-regulatory authorities including, but not limited to, preliminary and definitive proxy materials, post-effective amendments to the Registration Statement, semi-annual reports on Form N-SAR, Form N-CSR, Form N-Q, Form N-PORT, Form N-CEN and notices pursuant to Rule 24f-2 under the Investment Company Act;
4. maintain all of the Trust’s records as required by the Investment Company Act, except for those records to be maintained by the investment adviser under the Investment Management Agreement or by another party under any other agreement with the Trust;
5. provide the Trust with adequate office space and all necessary office equipment and services, including but not limited to telephone service, heat, utilities, stationary supplies and similar items;
6. supervise, negotiate contractual arrangements with (to the extent appropriate) and monitor the performance of, third party accounting agents, custodians, depositories, transfer agents, pricing agents, independent accountants and auditors, attorneys, printers, insurers and other persons in any capacity deemed to be necessary or desirable to Trust or Fund operations;
7. oversee the tabulation of proxies;
8. monitor the valuation of portfolio securities and monitor compliance with board-approved valuation procedures;
9. assist in establishing the accounting and tax policies of each Fund;
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10. assist in the resolution of accounting issues that may arise with respect to each Fund's operations and consulting with each Fund's independent accountants, legal counsel and each Fund's other agents as necessary in connection therewith;
11. establish and monitor each Fund's operating expense budgets;
12. review each Fund’s bills and process the payment of bills that have been approved by an authorized person of the applicable Fund;
13. assist each Fund in determining the amount of dividends and distributions available to be paid by each Fund to its shareholders, preparing and arranging for the printing of dividend notices to shareholders, and providing the transfer agent and the custodian with the information that is required for those parties to effect the payment of dividends and distributions;
14. provide to the Trust’s Board of Trustees periodic and special reports as the Board may reasonably request, including but not limited to reports concerning the services of the administrator, custodian, shareholder service and transfer agents;
15. provide assistance with investor and public relations matters;
16. monitor the registration of shares under applicable federal and state securities law; and
17. otherwise assist the Trust as it may reasonably request in the conduct of each Fund's business.
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Subject to the general supervision of the Board of Trustees of the Trust, the Administrator will provide the following fund accounting services to the Trust:
1. Maintain and preserve all accounts, books, financial records and other documents as are required of each Fund under Section 31 of the Investment Company Act and Rules 31a-1, 31a-2 and 31a-3 under the Investment Company Act, applicable federal and state laws and any other law or administrative rules or procedures which may be applicable to a Fund, other than (a) those accounts, books and financial records required to be maintained by a Fund's custodian or (b) transfer agent and/or books and records maintained by all other service providers necessary for a Fund to conduct its business as a registered open-end management investment company. All such books and records shall be the property of the applicable Fund and will at all times during regular business hours be open for inspection by, and will be surrendered promptly upon request of, duly authorized officers of the Fund. All such books and records will at all times during regular business hours be open for inspection, upon request of duly authorized officers of the applicable Fund, by employees or agents of the applicable Fund and employees and agents of the Securities and Exchange Commission.
2. Record the current day's trading activity and other proper bookkeeping entries as are necessary for determining that day's net asset value and net income.
3. Maintain records in accordance with generally accepted accounting principles to the extent required under applicable law.
4. Calculate performance for each Fund, including the total return yield, the SEC yield and the distribution yield.
5. Render statements or copies of records as from time to time are reasonably requested by a Fund.
6. Facilitate audits of accounts by a Fund's independent public accountants or by any other auditors employed or engaged by a Fund or by any regulatory body with jurisdiction over the applicable Fund.
7. Compute each Fund's net asset value per share, and, if applicable, its public offering price and/or its daily dividend rates and money market yields, in accordance with this Agreement and notify the applicable Fund and any other persons as that Fund may reasonably request of the net asset value per share, the public offering price and/or its daily dividend rates and money market yields. In connection with the computation:
(i) The Administrator will compute each Fund's net asset value, including net income, in a manner consistent with the specific provisions of the
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Registration Statement. The computation will be made as of the time or times specified in each Fund’s Registration Statement.
(ii) The Administrator will compute the daily dividend rates and money market yields, if applicable, in accordance with the methodology set out in each Fund’s Registration Statement.
(iii) For purposes of valuing the securities of a Fund, securities will be valued in accordance with (a) that Fund's Registration Statement; (b) the resolutions of the Board of Trustees of each Fund at the time in force and applicable, as they may from time to time be delivered to the Administrator, and (c) Proper Instructions from the officers of each Fund or other persons as are from time to time authorized by the Board of Trustees of the applicable Fund to give instructions with respect to computation and determination of the net asset value. The Administrator may use one or more external pricing services, including broker-dealers, provided that an appropriate officer of the applicable Fund will have approved such use in advance.
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ADMINISTRATIVE SERVICES AND FUND ACCOUNTING SERVICES FEE SCHEDULE
The Trust on behalf of each Fund will pay the Administrator in United States Dollars following the last day of each month the unpaid balance of a fee equal to the sum of all the daily administrative service fee accruals from the previous month. The daily administrative service fee accrual is calculated on a daily basis by multiplying a Fund’s prior day’s net assets by the specific percentage indicated in the schedule below and dividing that product by the number of days in that year. The Administrator will be entitled to receive during any month such interim payments of its fee under this Agreement as it will request, provided that no such payment will exceed 75 percent of the amount of its fee then accrued on the books of a Fund and unpaid.
The “average daily net assets” of each Fund will mean the average of the values placed on the Fund's net assets as of 4:00 p.m. (New York time) on each day on which the net asset value of the Fund is determined consistent with the provisions of Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines the value of its net assets as of some other time on each business day, as of such time. The value of the net assets of each Fund will always be determined pursuant to the applicable provisions of the Trust's Declaration, as amended from time-to-time and the Registration Statement. If the determination of net asset value for a Fund does not take place for any particular day, then for the purposes of this Agreement, the value of the net assets of the Fund as last determined will be deemed to be the value of its net assets as of 4:00 p.m. (New York time), or as of such other time as the value of the net assets of the Fund's portfolio may be lawfully determined on that day. If a Fund determines the value of the net assets of its portfolio more than once on any day, then the last such determination thereof on that day will be deemed to be the sole determination thereof on that day for the purposes of this Agreement.
Fund | Fee Rate |
Deutsche Managed Municipal Bond Fund | 0.100% |
Deutsche Short-Term Municipal Bond Fund | 0.100% |
Deutsche Strategic High Yield Tax-Free Fund | 0.100% |
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APPENDIX D
ADDITIONAL AUTHORIZED EXPENSES, FEES OR CHARGES PAYABLE BY A FUND
15
Exhibit (h)(9)
AMENDMENT
TO THE
SUB-ADMINISTRATION AND SUB-ACCOUNTING AGREEMENT
This Amendment (this “Amendment”") is to the SUB-ADMINISTRATION AND SUBACCOUNTING AGREEMENT, dated April 1 , 2003 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), between State Street Bank and Trust Company, a Massachusetts trust company ("Sub-Administrator/Accounting Agent") with offices located at Channel Center, I Iron Street, Boston, Massachusetts 02210 and Deutsche Investment Management Americas Inc., a Delaware corporation (“Administrator”) (Sub-Administrator/Accounting Agent and Administrator each a “Party”" and collectively the “Parties”). This Amendment is effective as of January 20, 2017 (the “Amendment Effective Date”), and is attached to and made part of the Agreement. In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sub-Administrator/Accounting Agent and Administrator, intending to be legally bound, hereby covenant and agree as follows:
1. | Amendments. The Agreement is hereby amended as follows: |
1.1. The Agreement shall be amended to add a new Section 27:
“SECTION 27. Information Security
a) | Annually, upon Administrator’s reasonable request, Sub-Administrator/Accounting Agent shall provide Administrator's Chief Information Security Officer or his or her designee with a copy of Sub-Administrator/Accounting Agent’s corporate information security controls that form the basis for Sub-Administrator/Accounting Agent’s corporate information security policy. |
b) | Sub-Administrator/Accounting Agent acknowledges receipt of Administrator's Information Security Requirements for Vendors of Deutsche Bank, Version 1.1 (the “ISRV”). Sub-Administrator/Accounting Agent agrees to provide Administrator 's Information Security Department with a copy of SubAdministrator/Accounting Agent's corporate information security controls and policy in order to facilitate a comparative analysis by Administrator of such controls and pol icy against the ISRV and allow for a discussion between Administrator and a qualified member of Sub-Administrator/Accounting Agent's Information Technology Management team of Sub-Administrator/Accounting Agent's information security controls and policies. In addition, Sub-Administrator/Accounting Agent acknowledges and agrees that Administrator (in conjunction with any other affiliated entities of Administrator serviced by the Sub-Administrator/Accounting Agent and/or its affiliates) shall be ·permitted to: (i) upon prior notice to Sub-Administrator/Accounting Agent, perform a single, coordinated , annual onsite information security review on the premises of the Sub-Administrator/Accounting Agent and/or one or more of its affiliates: (ii) request and review Sub-Administrator/Accounting Agent's information regarding Sub-Administrator/Accounting Agent's corporate information security controls and policy solely while on such premises during such information security audit; and (iii) request and receive any supplemental information or evidence from Sub-Administrator/Accounting Agent while on |
such premises for the purpose of evaluating Sub-Administrator/Accounting Agent 's information security controls and policy. Notwithstanding the foregoing, nothing herein shall entitle Administrator to any information that Sub-Administrator/Accounting Agent deems proprietary or confidential to Sub Administrator/Accounting Agent or its clients, contrary to its corporate policies or that would otherwise, in Sub-Administrator/Accounting Agent's opinion, compromise the security of its business. Sub-Administrator/Accounting Agent's corporate information security program will contain administrative technical and physical safeguards, appropriate to the type of information concerned, designed to: (i) protect the security and confidentiality of such information; (ii) protect against any material anticipated threats or hazards to the security of such information; (iii) protect against unauthorized access to or use of such information that could result in harm or inconvenience to Administrator, and (iv) appropriately dispose of such information. |
c) | Sub-Administrator/Accounting Agent shall maintain its corporate information security policy in a manner that satisfies the requirements set forth above; provided, however, that Sub-Administrator/Accounting Agent reserves the right to make changes to its corporate information security controls at any time in a manner that does not materially reduce the protection it applies to Administrator’s information. In the event that Sub-Administrator/Accounting Agent makes a change to its corporate information security controls that Sub Administrator/Accounting Agent believes materially reduces the protection it applies to Administrator’s information, Sub-Administrator/Accounting Agent will promptly notify Administrator in writing. |
2. | General. Except as expressly set forth in this Amendment, the Agreement shall remain unchanged and in full force and effect. As of and following the Amendment Effective Date, all references to the Agreement shall mean the Agreement as hereby amended. In the event of any conflict between the terms hereof and the terms of the Agreement, the terms hereof shall prevail. |
3. | Defined Terms. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to them in the Agreement. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment shall control. |
4. | Headings. Section headings are for convenience purposes only and shall not be used in the interpretation of this Amendment. |
5. | Severability. If any provision of this Amendment is held illegal, invalid or unenforceable such illegibility, invalidity or unenforceability will not affect the other provisions of this Amendment which will remain in full force and effect. |
6. | Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the Parties, and signatures may be exchanged in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF), and the Parties hereby adopt as original any signatures exchanged in electronically transmitted form. |
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7. | Entire Agreement. This Amendment constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings. |
IN WITNESS WHEREOF, this Amendment was signed by the Parties hereto under the hands of their duly authorized officers effective as of the Amendment Effective Date.
State Street Bank and Trust Company | Deutsche
Investment Management Americas Inc. |
Signature: /s/ Andrew Erickson | Signature: /s/ John Millette |
Name: Andrew Erickson | Name: John Millette |
Title: Executive Vice President | Title: Chief Legal Officer |
Date: 2/2/2017 | Date: February 21, 2017 |
Deutsche
Investment Maangement Americas Inc. | |
Signature: /s/ Paul Schubert | |
Name: Paul Schubert | |
Title: Managing Director | |
Date February 21, 2017 |
3
Exhibit (h)(10)
AMENDMENT TO SUB-ADMINISTRATION AND SUB-ACCOUNTING AGREEMENT
This Amendment to the Sub-Administration and Sub-Accounting Agreement is made as of June 29, 2018 (the “Amendment”) by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator/Accounting Agent”) and Deutsche Investment Management Americas Inc., a Delaware corporation (the “Administrator”). Capitalized terms used in this Amendment without definition shall have the respective meanings ascribed to such terms in the Agreement (as defined below).
WHEREAS, the Sub-Administrator/Accounting Agent and the Administrator entered into that certain Sub-Administration and Sub-Accounting Agreement dated as of April 1, 2003 (as amended, supplemented, restated or otherwise modified from time to time, the “Agreement”); and
WHEREAS, the parties hereto wish to amend the Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree to amend the Agreement, pursuant to the terms thereof, as follows:
1. | The Agreement is hereby amended as follows: |
A. | A new paragraph is inserted after the second paragraph of Section 7.1, “Fees, Expenses and Expense Reimbursements”, as follows: |
“The Administrator will bear all expenses that are incurred in its and the Funds’ operation and not specifically assumed by the Sub-Administrator/Accounting Agent. For the avoidance of doubt, Administrator and Fund expenses not assumed by the Sub-Administrator/Accounting Agent include (to the extent applicable to the services provided by Sub-Administrator/Accounting Agent under the Agreement), but are not limited to: organizational expenses; cost of services of independent accountants and outside legal and tax counsel (including such counsel’s review of the Registration Statement, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP, Form N-SAR or Form N-CEN (as applicable), proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Sub-Administrator/Accounting Agent under this Agreement); cost of any services contracted for by the Administrator directly from parties other than the Sub-Administrator/Accounting Agent; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Administrator; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to its operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of preparation (e.g., typesetting, XBRL-tagging, page changes and all other print vendor and EDGAR charges, collectively referred to herein as “Preparation”), printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of Board members; the salary and expenses of any officer,
director\trustee or employee of the Administrator; costs of Preparation, printing, distribution and mailing, as applicable, of the Funds’ Registration Statements and any amendments and supplements thereto and shareholder reports; cost of Preparation and filing of the Funds’ tax returns, Form N-1A, Form N-CSR, Form N-Q or Form N-PORT (as applicable), Form N-PX, Form N-MFP and Form N-SAR or Form N-CEN (as applicable), and all notices, registrations and amendments associated with applicable federal and state tax and securities laws; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Fund(s)’ net asset value.”
B. | Schedule B1 of the Agreement is hereby amended by adding the following before the last sentence of Schedule B1 (that currently states “*Will be performed in accordance with the operating policies agreed to periodically between the Sub-Administrator/Accounting Agent and the Administrators”): |
“Pursuant to the terms and conditions of this Agreement, as amended by Schedule B6 hereof, the Sub-Administrator/Accounting Agent shall, with respect to each Fund that is identified on Annex 1 to Schedule B6 hereto, perform the Form N-PORT and Form N-CEN Support Services and the Quarterly Portfolio of Investments Services set forth on Schedule B6 hereof.”
C. | Section 10 of the Agreement is hereby amended by adding the following at the end of the section: |
“Pursuant to other agreements now or at any time in effect between the Administrator or any Fund (or its or such Fund’s investment manager or investment advisor, on its behalf) and State Street Bank and Trust Company or its affiliates (the “Other State Street Agreements”) in any capacity other than as Sub-Administrator/Accounting Agent hereunder (in such other capacities, “State Street”), State Street may be in possession of certain information and data relating to the Funds and/or a Portfolio of a Fund that is necessary to provide the Services, including Form N-PORT Support Services. The Administrator hereby acknowledges and agrees that this Section 10 of the Agreement serves as its consent and instruction, or Proper Instruction, as the case may be, for itself and on behalf of each Fund and/or Portfolio of a Fund under and pursuant to such Other State Street Agreements, for State Street to provide or otherwise make available (including via platforms such as my.statestreet.com) to the Sub-Administrator/Accounting Agent, Fund and/or Portfolio information, such as net asset values and information relating to the net assets of the Funds and/or Portfolios, holdings and liquidity reports, market value and other information and data related to the Funds or Portfolios.”
D. | A new Schedule B6 (and Annex 1 thereto) is hereby added to the Agreement as set forth in Exhibit 1 hereto. |
-2- |
2. | The provisions of this Amendment (and the terms of the Agreement as modified hereby) shall be or become effective as follows: |
A. | Sections 1.A. and Section 1.B. of this Amendment and the preparation and onboarding activities related to the Services, including those set forth in Section II of Schedule B6, shall be effective as of the date of this Amendment as set forth above. |
B. | Section 1.C. of this Amendment and the data aggregation, preparation of data sets and recordkeeping activities of the Services (as defined in Schedule B6) shall become effective as of the first day of the first month in which a Fund is required by applicable law (including any rules and regulations promulgated thereunder and in accordance with any interpretive releases issued by the U.S. Securities and Exchange Commission) to aggregate data and maintain records consistent with Form N-PORT (currently anticipated to be June 2018). |
C. | The filing obligations of the Form N-PORT Services shall become effective as of the first day of the first month in which a Fund is required by applicable law (including any rules and regulations promulgated thereunder and in accordance with any interpretive releases issued by the U.S. Securities and Exchange Commission) to file Form N-PORT (currently anticipated to be April 2019). |
3. | Notwithstanding the first sentence of Section 15 of the Agreement, the Administrator agrees to be bound to receive from the Sub-Administrator/Accounting Agent the Form N-PORT and Form N-CEN Support Services and the other services as described in Schedule B-6 attached hereto for at least eighteen (18) months following the date of this Amendment. The parties further agree that the foregoing commitment will be deemed the “term” for the Form N-PORT and Form N-CEN Support Services and that following the expiration of such term, the Initial Term and Renewal Term termination provisions of the first two sentences of Section 15 will apply to the Form N-PORT and Form N-CEN Support Services in the same way as such provisions apply to all other services under the Agreement. |
4. | Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect. This Amendment, including Exhibit 1, is incorporated in its entirety into the Agreement, and this Amendment and said Agreement shall be read and interpreted together as the Agreement. |
5. | This Amendment shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts, without regard to its conflicts of laws provisions. |
6. | This Amendment may be executed in separate counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same instrument. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received via electronically transmitted form. |
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[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the date first written above.
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By: /s/ John Millette
Name: John Millette
Title: Chief Legal Officer
By: /s/ Paul Blodgett
Name: Paul Blodgett
Title: Managing Director
STATE STREET BANK AND TRUST COMPANY
By: /s/ Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
EXHIBIT 1
Schedule B6
Form N-PORT (the “Form N-PORT Services”) and Form N-CEN (the “Form N-CEN Services”) Support Services (collectively, the “Form N-PORT and Form N-CEN Support Services”) and Quarterly Portfolio of Investments Services (collectively, with the Form N-PORT and Form N-CEN Support Services, and for purposes of this Schedule B6, the “Services”)
I. The Services.
(a) Standard N-PORT and N-CEN Reporting Solution (Data and Filing):
The Form N-PORT Services will be provided to the Administrator with respect to each Fund and each portfolio thereof (each, a “Portfolio”) as set forth in the attached Annex 1, which shall be executed by the Sub-Administrator/Accounting Agent and the Administrator(s). The Form N-CEN Services will be provided to the Administrator with respect to each Fund (including with respect to such Fund’s respective Portfolios, if any, as required by Form N-CEN) as set forth in the attached Annex 1. Annex 1 may be updated from time to time upon the written request of the Administrator and by virtue of an updated Annex 1 that is signed by both parties.
(b) Quarterly Portfolio of Investments Services:
· | Subject to the receipt of all Required Data, and as a component of the Form N-PORT and Form N-CEN Support Services, the Sub-Administrator/Accounting Agent will use such Required Data from the Administrator, the Sub-Administrator/Accounting Agent’s internal systems and other data providers to prepare a draft portfolio of investments (the “Portfolio of Investments”), compliant with GAAP, as of the Administrator’s first and third fiscal quarter-ends. |
· | Following review and final approval by the Administrator of each such draft Portfolio of Investments, and at the direction of and on behalf of the Administrator, the Sub-Administrator/Accounting Agent will attach each Portfolio of Investments to the first and third fiscal quarter-end N-PORT filing that is submitted electronically to the SEC. |
(c) Liquidity Risk Measurement Services: [Not Applicable.]
II. Administrator Duties, Representations and Covenants in Connection with the Services.
The provision of the Services to the Administrator by the Sub-Administrator/Accounting Agent is subject to the following terms and conditions:
1. The parties acknowledge and agree on the following matters:
The Services depend, directly or indirectly, on: (i) Required Data and (ii) information concerning the Administrator or its affiliates or any Fund, pooled vehicle, security or other investment or portfolio regarding which the Administrator or its affiliates provide services or is otherwise associated (“Administrator Entities”) that is generated or aggregated by the Sub-Administrator/Accounting Agent or its affiliates in connection with services performed on the Administrator’s behalf or otherwise prepared by the Sub-Administrator/Accounting Agent (“State Street Data,” together with Required Data and Third Party Data (as defined below), “Services-Related Data”). The Sub-Administrator/Accounting Agent’s obligations, responsibilities and liabilities with respect to any State Street Data used in connection with other services received by the Administrator shall be as provided in such respective other agreements between the Sub-Administrator/Accounting Agent or its affiliates and the Administrator relating to such other services (e.g., administration and/or custody services, etc.) from which the State Street Data is derived or sourced (“Other Administrator Agreements”). Nothing in this Agreement or any service schedule(s) shall limit or modify the Sub-Administrator/Accounting Agent’s or its affiliates’ obligations to the Administrator under the Other Administrator Agreements.
In connection with the provision of the Services by the Sub-Administrator/Accounting Agent, the Administrator acknowledges and agrees that it will be responsible for providing the Sub-Administrator/Accounting Agent with any information requested by the Sub-
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Administrator/Accounting Agent in order to provide the Services, including, but not limited to, the following:
(A) Arranging for the regular provision of all Required Data (including State Street Data, where applicable) and related information to the Sub-Administrator/Accounting Agent, in formats compatible with Sub-Administrator/Accounting Agent-provided data templates, including, without limitation, Required Data and the information and assumptions required by the Sub-Administrator/Accounting Agent in connection with Administrator reporting profile and onboarding checklist, as it, or the information or assumptions required, may be revised by the Sub-Administrator/Accounting Agent, in its discretion (collectively, the “Onboarding Checklist”), and such other forms and templates as may be used by the Sub-Administrator/Accounting Agent for such purposes from time to time, for all Funds and Portfolios with respect to which services are provided under this Agreement, including, but not limited to, those to be reported on Form N-PORT and Form N-CEN (as determined by the Administrator), including, without limitation, arranging for the provision of data from the Administrator, its affiliates, third party administrators, prime brokers, custodians, and other relevant parties. If and to the extent that Required Data is already accessible to the Sub-Administrator/Accounting Agent (or any of its affiliates) in its capacity as administrator to one or more Administrators, the Sub-Administrator/Accounting Agent and the Administrator will agree on the scope of the information to be extracted from the Sub-Administrator/Accounting Agent’s or any of its affiliate’s systems for purposes of the Sub-Administrator/Accounting Agent’s provision of the Services, and the Sub-Administrator/Accounting Agent is hereby expressly authorized to use any such information as necessary in connection with providing the Services, hereunder; and
(B) Providing all required information and assumptions not otherwise included in Administrator data and assumptions provided pursuant to Section 1(A) above, including, but not limited to, the Required Data, as may be required in order for the Sub-Administrator/Accounting Agent to provide the Services.
The following are examples of certain types of information that the Administrator is likely to be required to provide with respect to each Fund and Portfolio pursuant to Sections 1(A) and 1(B) above, and the Administrator hereby acknowledges and agrees that the following categories of information are merely illustrative examples, are by no means an exhaustive list of all such required information, and are subject to change as a result of any amendments to Form N-PORT and Form N-CEN:
· | SEC filing classification of the Funds (i.e., small or large filer); |
· | Identification of any data sourced from third parties; |
· | Identification of any securities reported as Miscellaneous; and |
· | Any Explanatory Notes included in N-PORT Section E. |
2. The Administrator acknowledges and agrees that it has provided, or prior to the commencement of Services will have provided, to the Sub-Administrator/Accounting Agent all material assumptions used by the Administrator or that are expected to be used by the Administrator with respect to each Fund and Portfolio in connection with the completion of Form
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N-PORT and Form N-CEN and the provision of the Services, and that it has approved, or prior to the commencement of the Services will have approved, all material assumptions used by the Sub-Administrator/Accounting Agent in the provision of the Services prior to the first use of the Services. The Administrator will also be responsible for promptly notifying the Sub-Administrator/Accounting Agent of any changes in any such material assumptions previously notified to the Sub-Administrator/Accounting Agent by the Administrator or otherwise previously approved by the Administrator in connection with the Sub-Administrator/Accounting Agent’s provision of the Services. The Administrator acknowledges that the completion of Form N-PORT and Form N-CEN and the provision of the Services, and the data required thereby, requires the use of material assumptions in connection with many different categories of information and data, and the use and/or reporting thereof, including, but not limited to the following:
· | Investment classification of positions; |
· | Assumptions necessary in converting data extracts; |
· | General operational and process assumptions used by the Sub-Administrator/Accounting Agent in performing the Services; and |
· | Assumptions specific to the Funds. |
The Administrator hereby acknowledges and agrees that the foregoing categories of information that may involve the use of material assumptions are merely illustrative examples of certain subject matter areas in relation to which the Administrator (and/or the Sub-Administrator/Accounting Agent on its behalf in connection with the Services) may rely on various material assumptions, and are by no means an exhaustive list of all such subject matter areas.
3. The Administrator acknowledges and agrees on the following matters:
(A) The Administrator has independently reviewed the Services (including, without limitation, the assumptions, market data, securities prices, securities valuations, tests and calculations used in the Services), and the Administrator has determined that the Services are suitable for its and the Funds’ purposes. None of the Sub-Administrator/Accounting Agent or its affiliates, nor their respective officers, directors, employees, representatives, agents or service providers (collectively, including the Sub-Administrator/Accounting Agent, “State Street Parties”) make any express or implied warranties or representations with respect to the Services or otherwise.
(B) The Administrator assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it or the Funds. The Sub-Administrator/Accounting Agent is not providing, and the Services do not constitute, legal, tax, investment, or regulatory advice, or accounting or auditing services advice. Unless otherwise agreed to in writing by the parties to this Agreement, the Services are of general application and the Sub-Administrator/Accounting Agent is not providing any customization, guidance, or recommendations. Where the Administrator uses Services to comply with any law, regulation, agreement, or other Administrator or Fund obligation, the Sub-Administrator/Accounting Agent makes no representation that any Service complies with such law, regulation, agreement, or other
-4- |
obligation, and the Sub-Administrator/Accounting Agent has no obligation of compliance with respect thereto.
(C) The Administrator may use the Services and any reports, charts, graphs, data, analyses and other results generated by the Sub-Administrator/Accounting Agent in connection with the Services and provided by the Sub-Administrator/Accounting Agent to the Administrator (“Materials”; provided that the term “Materials as used in this Schedule B6 shall not include: (i) raw data regarding the Funds and the Portfolios contained within Required Data; (ii) as-filed versions of publicly filed forms and documents; and (iii) Third Party Data) as follows: (a) for the internal business purpose of the Administrator relating to the applicable Service or (b) for submission to the U.S. Securities and Exchange Commission, as required, of a Form N-PORT template and a Form N-CEN update, including any Portfolio of Investments, if applicable. The Administrator may also redistribute the Materials, or an excerpted portion thereof, to its or the Funds’ investment managers, investment advisers, agents, clients, investors or participants, as applicable, that have a reasonable interest in the Materials in connection with their relationship with the Administrator or the Funds (each a “Permitted Person”); provided, however, (i) neither the Administrator nor any Fund may charge a fee, profit, or otherwise benefit from the redistribution of Materials to Permitted Persons, (ii) data provided by third party sources such as but not limited to market or index data (“Third Party Data”) contained in the Materials may not be redistributed other than Third Party Data that is embedded in the calculations presented in the Materials and not otherwise identifiable as Third Party Data, except to the extent the Administrator has separate license rights with respect to the use of such Third Party Data, or (iii) neither the Administrator nor any Fund may use the Services or Materials in any way to compete or enable any third party to compete with the Sub-Administrator/Accounting Agent. No Permitted Person shall have any further rights of use or redistribution with respect to, or any ownership rights in, the Materials or any excerpted portion thereof.
Except as expressly provided in this Section 3(C), the Administrator, the Funds, any of their affiliates, or any of their respective officers, directors, employees, investment managers, investment advisers, agents or any other third party, including any client of, or investor or participant in the Funds or any Permitted Persons (collectively, including the Administrator, “Administrator Parties”), may not directly or indirectly, sell, rent, lease, license or sublicense, transmit, transfer, distribute or redistribute, disclose display, or provide, or otherwise make available or permit access to, all or any part of the Services or the Materials (including any State Street Data or Third Party Data contained therein, except with respect to Third Party Data to the extent the Administrator has separate license rights with respect to the use of such Third Party Data). Without limitation, Administrator Parties shall not themselves nor permit any other person to in whole or in part (i) modify, enhance, create derivative works, reverse engineer, decompile, decompose or disassemble the Services or the Materials; (ii) make copies of the Services, the Materials or portions thereof; (iii) secure any source code used in the Services, or attempt to use any portions of the Services in any form other than machine readable object code; (iv) commercially exploit or otherwise use the Services or the Materials for the benefit of any third party in a service bureau or software-as-a-service environment (or similar structure), or otherwise use the Services or the Materials to perform services for any third party, including for, to, or with consultants and independent contractors; or (v) attempt any of the foregoing or otherwise use the Services or the Materials for any purpose other than as expressly authorized under this Agreement.
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(D) The Administrator shall limit the access and use of the Services and the Materials by any Administrator Parties to a need-to-know basis and, in connection with its obligations under this Agreement, the Administrator shall be responsible and liable for all acts and omissions of any Administrator Parties.
(E) The Services, the Materials and all confidential information of the Sub-Administrator/Accounting Agent (as confidential information is defined in the Agreement and other than Third Party Data and Required Data), are the sole property of the Sub-Administrator/Accounting Agent. Neither the Administrator nor any Fund has any rights or interests with respect to all or any part of the Services, the Materials or the Sub-Administrator/Accounting Agent’s confidential information, other than its use and redistribution rights expressly set forth in Section 3(C) herein. The Administrator for itself and on behalf of the Funds automatically and irrevocably assigns to the Sub-Administrator/Accounting Agent any right, title or interest that it or such Fund has, or may be deemed to have, in the Services, the Materials or the Sub-Administrator/Accounting Agent’s confidential information, including, for the avoidance of doubt and without limitation, any Administrator Party feedback, ideas, concepts, comments, suggestions, techniques or know-how shared with the Sub-Administrator/Accounting Agent (collectively, “Feedback”) and the State Street Parties shall be entitled to incorporate any Feedback in the Services or the Materials or to otherwise use such Feedback for its own commercial benefit without obligation to compensate the Administrator or any Fund.
(F) The Sub-Administrator/Accounting Agent may rely on Services-Related Data used in connection with the Services without independent verification. Services-Related Data used in the Services may not be available or may contain errors, and the Services may not be complete or accurate as a result.
[Remainder of Page Intentionally Left Blank]
-6- |
ANNEX I
DEUTSCHE INVESTMENT
MANAGEMENT AMERICAS INC.
Further to the Amendment dated as of June 29, 2018, to the Sub-Administration and Sub-Accounting Agreement dated as of April 1, 2003 between Deutsche Investment Management Americas Inc. (the “Administrator”) and State Street Bank and Trust Company (the “Sub-Administrator/ Accounting Agent”), the Administrator and the Sub-Administrator/Accounting Agent mutually agree to update this Annex 1 by adding/removing Funds and/or Portfolios as applicable:
Form N-PORT Services and Quarterly Portfolio of Investments | Fund Type: Fund of Fund (Y/N) |
Service Type:
|
Deutsche Asset Allocation Trust - Deutsche Multi-Asset Conservative Allocation Fund - Deutsche Multi-Asset Global Allocation Fund - Deutsche Multi-Asset Moderate Allocation Fund
|
N
N N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Equity 500 Index Portfolio
|
N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Global/International Fund, Inc. - Deutsche Emerging Markets Fixed Income Fund - Deutsche European Equity Fund - Deutsche Global Infrastructure Fund - Deutsche Global Small Cap Fund - Deutsche High Conviction Global Bond Fund - Deutsche International Growth Fund
|
N N N N N N
|
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
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Deutsche Income Trust - Deutsche Fixed Income Opportunities Fund - Deutsche Global High Income Fund - Deutsche GNMA Fund - Deutsche High Income Fund - Deutsche Multisector Income Fund - Deutsche Short Duration Fund - Deutsche Short Duration High Income Fund - Deutsche Ultra-Short Investment Grade Fund
|
N
N N N N N N N
|
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Institutional Funds - Deutsche EAFE® Equity Index Fund - Deutsche Equity 500 Index Fund - Deutsche S&P 500 Index Fund - Deutsche U.S. Bond Index Fund - Deutsche U.S. Multi-Factor Fund
|
N N N N N
|
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche International Fund, Inc. - Deutsche CROCI® International Fund - Deutsche Emerging Markets Equity Fund - Deutsche Global Macro Fund - Deutsche Latin America Equity Fund - Deutsche World Dividend Fund
|
N N N N
N
|
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Investment Trust - Deutsche Capital Growth Fund - Deutsche Core Equity Fund - Deutsche CROCI® U.S. Fund - Deutsche Large Cap Focus Growth Fund - Deutsche Small Cap Core Fund - Deutsche Small Cap Growth Fund - |
N N N N
N N
|
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Investments VIT Funds - Deutsche Equity 500 Index VIP - Deutsche Small Cap Index VIP
|
N N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Market Trust - Deutsche Global Income Builder Fund - Deutsche Real Assets Fund |
N N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Multi-Market Income Trust
|
N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Municipal Income Trust
|
N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Municipal Trust - Deutsche Managed Municipal Bond Fund - Deutsche Short-Term Municipal Bond Fund - Deutsche Strategic High Yield Tax-Free Fund
|
N N
N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Portfolio Trust - Deutsche Floating Rate Fund - Deutsche Total Return Bond Fund
|
N N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Securities Trust - Deutsche Communications Fund - Deutsche CROCI® Sector Opportunities Fund - Deutsche Enhanced Commodity Strategy Fund
|
N N N
|
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
- Deutsche Global Real Estate Securities Fund - Deutsche Health and Wellness Fund - Deutsche MLP & Energy Infrastructure Fund - Deutsche Real Estate Securities Fund - Deutsche Science and Technology Fund
|
N N N N
N
|
|
Deutsche State Tax-Free Income Series, and its series: - Deutsche California Tax-Free Income Fund - Deutsche Massachusetts Tax-Free Fund - Deutsche New York Tax-Free Income Fund
|
N
N
N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Strategic Income Trust | N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Strategic Municipal Income Trust
|
N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Tax Free Trust - Deutsche Intermediate Tax/AMT Free Fund
|
N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Value Series, Inc. - Deutsche CROCI® Equity Dividend Fund
|
N
|
Standard N-PORT Reporting Solution (Data and Filing) and
|
- Deutsche Mid Cap Value Fund
|
N |
Quarterly Portfolio of Investments Services
|
Deutsche Variable Series I - Deutsche Bond VIP - Deutsche Capital Growth VIP - Deutsche Core Equity VIP - Deutsche CROCI® International VIP - Deutsche Global Small Cap VIP
|
N N N N
N |
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Deutsche Variable Series II - Deutsche Alternative Asset Allocation VIP - Deutsche CROCI® U.S. VIP - Deutsche Global Equity VIP - Deutsche Global Income Builder VIP - Deutsche Government & Agency Securities VIP - Deutsche High Income VIP - Deutsche International Growth VIP - Deutsche Multisector Income Fund - Deutsche Small Mid Cap Growth VIP - Deutsche Small Mid Cap Value VIP
|
Y
N N N N N N N N
N
|
Standard N-PORT Reporting Solution (Data and Filing) and Quarterly Portfolio of Investments Services
|
Form N-CEN Services |
Deutsche Asset Allocation Trust
Deutsche Equity 500 Index Portfolio
Deutsche Global/International Fund, Inc.
Deutsche Income Trust
Deutsche Institutional Funds
|
Deutsche International Fund, Inc.
Deutsche Investment Trust
Deutsche Investments VIT Funds
Deutsche Market Trust
Deutsche Multi-Market Income Trust
Deutsche Municipal Income Trust
Deutsche Municipal Trust
Deutsche Portfolio Trust
Deutsche Securities Trust
Deutsche State Tax-Free Income Series
Deutsche Strategic Income Trust
Deutsche Strategic Municipal Income Trust
Deutsche Tax Free Trust
Deutsche Value Series, Inc.
Deutsche Variable Series I
Deutsche Variable Series II (including the Portfolio, Deutsche Government Money Market VIP)
Cash Account Trust
Deutsche Money Funds
Deutsche Money Market Trust
Government Cash Management Portfolio
Investors Cash Trust |
IN WITNESS WHEREOF, the undersigned, by their authorized representatives, have executed this Annex 1 as of the last signature date set forth below.
STATE STREET BANK AND TRUST COMPANY
By: /s/ Andrew Erickson
Name: Andrew Erickson
Title: Executive Vice President
Date: June 29, 2018
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By: /s/ John Millette
Name: John Millette
Title: Chief Legal Officer
Date: June 29, 2018
By: /s/ Paul Blodgett
Name: Paul Blodgett
Title: Managing Director
Date: June 20, 2018
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Exhibit (h)(11)
Schedule A
to
Sub-Administration and Sub-Accounting Agreement dated April 1, 2003
Dated as of July 2, 2018
I. | THE DWS FUNDS |
CASH ACCOUNT TRUST, and its series:
DWS Government & Agency Securities Portfolio
DWS Tax-Exempt Portfolio
DEUTSCHE DWS ASSET ALLOCATION TRUST, and its series:
DWS Multi-Asset Conservative Allocation Fund
DWS Multi-Asset Global Allocation Fund
DWS Multi-Asset Moderate Allocation Fund
DEUTSCHE DWS EQUITY 500 INDEX PORTFOLIO
DEUTSCHE DWS GLOBAL/INTERNATIONAL FUND, INC., and its series:
DWS Emerging Markets Fixed Income Fund
DWS European Equity Fund
DWS Global Small Cap Fund
DWS High Conviction Global Bond Fund
DWS International Growth Fund
DWS RREEF Global Infrastructure Fund
DEUTSCHE DWS INCOME TRUST, and its series:
DWS Fixed Income Opportunities Fund
DWS Global High Income Fund
DWS GNMA Fund
DWS High Income Fund
DWS Multisector Income Fund
DWS Short Duration Fund
DWS Short Duration High Income Fund
DEUTSCHE DWS INSTITUTIONAL FUNDS, and its series:
DWS EAFE® Equity Index Fund
DWS Equity 500 Index Fund
DWS S&P 500 Index Fund
DWS U.S. Bond Index Fund
DWS U.S. Multi-Factor Fund
DEUTSCHE DWS INTERNATIONAL FUND, INC., and its series:
DWS CROCI® International Fund
DWS Emerging Markets Equity Fund
DWS Global Macro Fund
DWS Latin America Equity Fund
DWS World Dividend Fund
DEUTSCHE DWS INVESTMENT TRUST, and its series:
DWS Capital Growth Fund
DWS Core Equity Fund
DWS CROCI® U.S. Fund
DWS Large Cap Focus Growth Fund
1 |
DWS Small Cap Core Fund
DWS Small Cap Growth Fund
DEUTSCHE DWS INVESTMENTS VIT FUNDS, and its series:
DWS Equity 500 Index VIP
DWS Small Cap Index VIP
DEUTSCHE DWS MARKET TRUST, and its series
DWS Global Income Builder Fund
DWS RREEF Real Assets Fund
DEUTSCHE DWS MONEY FUNDS, and its series:
DWS Money Market Prime Series
DEUTSCHE DWS MONEY MARKET TRUST, and its series:
DWS Government Cash Management Fund
DWS Government Cash Reserves Fund Institutional
DWS Government Money Market Series
DEUTSCHE MULTI-MARKET INCOME TRUST
DWS MUNICIPAL INCOME TRUST
DEUTSCHE DWS MUNICIPAL TRUST, and its series:
DWS Managed Municipal Bond Fund
DWS Short-Term Municipal Bond Fund
DWS Strategic High Yield Tax-Free Fund
DEUTSCHE DWS PORTFOLIO TRUST, and its series:
DWS Floating Rate Fund
DWS Total Return Bond Fund
DEUTSCHE DWS SECURITIES TRUST, and its series:
DWS Communications Fund
DWS CROCI® Sector Opportunities Fund
DWS Enhanced Commodity Strategy Fund
DWS Health and Wellness Fund
DWS RREEF Global Real Estate Securities Fund
DWS RREEF MLP & Energy Infrastructure Fund
DWS RREEF Real Estate Securities Fund
DWS Science and Technology Fund
DEUTSCHE DWS STATE TAX-FREE INCOME SERIES, and its series:
DWS California Tax-Free Income Fund
DWS Massachusetts Tax-Free Fund
DWS New York Tax-Free Income Fund
DEUTSCHE STRATEGIC INCOME TRUST
DWS STRATEGIC MUNICIPAL INCOME TRUST
DEUTSCHE DWS TAX FREE TRUST, and its series
DWS Intermediate Tax/AMT Free Fund
DEUTSCHE DWS VALUE SERIES, INC. and its series:
DWS CROCI® Equity Dividend Fund
DWS Mid Cap Value Fund
2 |
DEUTSCHE DWS VARIABLE SERIES I, and its series
DWS Bond VIP
DWS Capital Growth VIP
DWS Core Equity VIP
DWS CROCI® International VIP
DWS Global Small Cap VIP
DEUTSCHE DWS VARIABLE SERIES II, and its series:
DWS Alternative Asset Allocation VIP
DWS CROCI® U.S. VIP
DWS Global Equity VIP
DWS Global Income Builder VIP
DWS Government & Agency Securities VIP
DWS Government Money Market VIP
DWS High Income VIP
DWS International Growth VIP
DWS Multisector Income Fund
DWS Small Mid Cap Growth VIP
DWS Small Mid Cap Value VIP
GOVERNMENT CASH MANAGEMENT PORTFOLIO
INVESTORS CASH TRUST, and its series:
DWS Central Cash Management Government Fund
DWS Treasury Portfolio
DWS Variable NAV Money Fund
II. THE ZALICO FUNDS
ZALICO Variable Series 1 Separate Account Fixed Income
ZALICO Variable Series 1 Separate Account Strategic Income Plus
ZALICO Variable Series 1 Separate Account Government Bond
ZALICO Variable Series 1 Separate Account Money Market
ZALICO Variable Series 1 Separate Account Balance
ZALICO Series 15 Separate Account Fixed Income
ZALICO Series VL – 1 Strategic Multi-Asset Fixed Income
3
Exhibit (h)(12)
DWS Distributors, Inc. | ||
222 South Riverside Plaza | ||
Dear Financial Services Firm (“you” or “Intermediary”),
As principal underwriter of the DWS Funds, we (or a predecessor firm) or our affiliate have entered into a selling group or other agreement or agreements (the "Agreement") with you to permit you, as applicable, to sell, service, or facilitate trading in shares of the DWS Funds (collectively, the "Shares").
This amendment to the Agreement is entered into as of the date indicated in the signature block below, with an effective date of October 16, 2007, or such earlier date as of which you begin providing the Shareholder information described below, and includes the following provisions:
1. Agreement to Provide Information. Intermediary agrees to provide the Fund, upon written request, the taxpayer identification number (“TIN”), the Individual Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through each account maintained by the Intermediary during the period covered by the request.
2. Period Covered by Request. Requests must set forth a specific period, not to exceed 90 days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.
3. Form and Timing of Response.
(a) Intermediary agrees to provide, promptly upon request of the Fund or its designee, the requested information specified in paragraph 1 above. If requested by the Fund or its designee, Intermediary agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in paragraph 1 is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Fund or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in paragraph 1 for those shareholders who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund.
(b) | Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. |
(c) | To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format |
4. Limitations on Use of Information. The Fund agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Intermediary.
5. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or exchanges of
Shares by a Shareholder that has been identified by the Fund as having engaged in
transactions of the Fund’s Shares (directly or indirectly through the Intermediary’s account) that violate policies established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.
6. Form of Instructions. Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.
7. Timing of Response. Intermediary agrees to execute instructions from the Fund to restrict or prohibit trading as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Intermediary.
8. Confirmation by Intermediary. Intermediary must provide written confirmation to the Fund that instructions from the Fund to restrict or prohibit trading have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.
9. Definitions. For purposes of this amendment:
9.1 The term “Fund” includes the fund’s principal underwriter and transfer agent. The term does not include any “excepted funds” as defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940.*
9.2 The term “Shares” means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.
9.3 Except as otherwise provided in this paragraph 9.3, the term “Shareholder” means the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name. If you are a retirement plan recordkeeper, the term “Shareholder” means each retirement plan participant notwithstanding that the retirement plan may be deemed to be the beneficial owner of Shares. If you are an insurance company, the term “Shareholder” means the holder of interests in a variable annuity or variable life insurance contract issued by the Intermediary.
9.4 | The term “written” includes electronic writings and facsimile transmissions. |
9.5 | The term “Intermediary” shall mean a “financial institution” as defined in SEC Rule 22c-2. |
9.6 | The term “purchase” does not include the automatic reinvestment of dividends. |
9.7 | The term “promptly” as used in paragraph 3(a) shall mean as soon as practicable but in no event later than ten business days from the Intermediary’s receipt of the request for information from the Fund or its designee. |
DWS DISTRIBUTORS, INC.
By:____________________________________
Name:
Title:
By:_____________________________________
Name:
Title:
FIRM: __________________________________
By:______________________________________
Name: ___________________________________
Title: ____________________________________
Date: ____________________________________
* As defined in SEC Rule 22c-2(b), the term “excepted fund” means any: (1) money market fund; (2) fund that issues securities that are listed on a national exchange; and (3) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund.
The brand DWS represents DWS Group GmbH & Co. KGaA and
any of its subsidiaries such as DWS Distributors, Inc., which offers investment products, or DWS Investment Management Americas,
Inc. and RREEF America L.L.C., which offer advisory services. Clients will be provided DWS products or services by one or more
legal entities that will be identified to clients pursuant to the contracts, agreements, offering materials or other documentation
relevant to such products or services.
..
Investment Product. No Bank Guarantee. Not FDIC Insured. May Lose Value. R-______ (8/18)
Exhibit (h)(13)
EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT (“Expense Limitation Agreement”) is made as of the 1st day of October, 2007 by and between each of the funds listed on Exhibit A hereto (as may be amended from time to time), each of which is a Massachusetts business trust, a Maryland corporation or a New York trust (each, a “Fund” and collectively, the “Funds”), and DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a Delaware corporation (the “Advisor”), with respect to the following:
WHEREAS, each Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), with such series (each a “Series”) and classes (each a “Class”) as listed on Exhibit A; and
WHEREAS, the Advisor serves as Investment Advisor to each Series pursuant to an Investment Advisory Agreement;
NOW, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:
1. The Advisor agrees to waive its fees and/or reimburse expenses (or to cause its affiliates to waive their fees and/or reimburse expenses) to the extent necessary so that the “total annual fund operating expenses” for each Series or Class, as applicable, do not exceed the percentage of average daily net assets set forth on Exhibit A. For the purposes of this Expense Limitation Agreement, “total annual fund operating expenses” for a Series or Class shall consist of all expenses and costs of a Fund not specifically borne by the Advisor or a Series’ principal underwriter, including investment advisory fees, administration fees, distribution and shareholder service fees, fees for necessary professional services, and costs associated with regulatory compliance and maintaining legal existence and shareholder relations, but excluding the following: (a) portfolio transaction and other investment-related costs (including brokerage commissions, dealer and underwriter spreads, commitment fees on leverage facilities (but not commitment fees on credit facilities), prime broker fees and expenses, interest expense, dividend expenses related to short sales and “Acquired Fund Fees and Expenses” (as defined in Form N-1A)); (b) taxes; and (c) extraordinary expenses. For purposes of this agreement, “extraordinary expenses” mean any unusual, unexpected and/or nonrecurring expenses that are approved as such by the Board(s) of Trustees/Directors of the applicable Fund(s).
2. Notwithstanding the foregoing, organizational expenses and offering costs related to certain Funds, Series or Classes as indicated on Exhibit A and that commenced operations prior to October 1, 2007 are excluded from the limit on “total annual fund operating expenses,” but such organizational expenses and offering costs shall be subject to a separate limit of 10 basis points.
3. This Expense Limitation Agreement shall be effective as to each Fund, Series or Class, as applicable, for the period set forth in Exhibit A. Upon the termination of the Agreement, this Expense Limitation Agreement shall automatically terminate with respect to the affected Fund. The obligation of the Advisor under Paragraph 1 hereof shall survive the
termination of the Investment Advisory Agreement solely as to expenses and obligations incurred prior to the date of such termination.
4. Any question of interpretation of any term or provision of this Expense Limitation Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by the parties hereto, taking into consideration and assigning such weight as they may determine on a case-by-case basis, by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission (“SEC”) issued pursuant to said Act. Otherwise the provisions of this Expense Limitation Agreement shall be interpreted in accordance with the laws of Delaware.
5. Amendments. This Expense Limitation Agreement and the exhibits hereto may be amended by agreement of the affected Fund and the Advisor. Additional Funds, Series or Classes may be added to this Expense Limitation Agreement by written agreement of such Fund and the Advisor. The Advisor may unilaterally amend Exhibit A to extend or lower any expense limitation and any such amendment shall be subject to the terms of this Agreement. In addition, the Advisor shall be contractually bound hereunder by the disclosure of expense limitations contained in the Fund’s prospectus or any supplements thereto as if such limitations were set forth in Exhibit A.
6. For each Fund that is a Massachusetts business trust, a copy of the Fund’s Declaration of Trust, together with all amendments thereto, is on file in the Office of the Secretary of the Commonwealth of Massachusetts. For each Fund that is a Massachusetts business trust, the Advisor is hereby expressly put on notice of the limitation of liability as set forth in the Fund’s Declaration of Trust and it agrees that the obligations assumed by the Fund on behalf of each Series pursuant to this Expense Limitation Agreement will be limited in all cases to the Series and its assets, and it will not seek satisfaction of any such obligation from the shareholders or any shareholder of the Series or any other series of the Fund, or from any Trustee, officer, employee or agent of the Fund. The Advisor understands that the rights and obligations of each Series under the Declaration of Trust are separate and distinct from those of any and all other Series.
7. This Agreement and all the exhibits attached hereto constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all prior negotiations, agreements and understandings with respect thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Expense Limitation Agreement to be executed in duplicate by their respective officers as of the day and year first above written.
Attest:_____________________________
|
DWS FUNDS
By: _______________________
|
Attest:_____________________________
|
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.
By: _______________________
By: _______________________
|
EXHIBIT A
Fund
|
Cap on Total Annual Fund Operating Expenses (as a percentage of average daily net assets)
|
[PLEASE SEE ATTACHED EXHIBIT MATRIX]
Exhibit (j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Deutsche DWS Municipal Trust (formerly Deutsche Municipal Trust) of our report dated July 24, 2018, relating to the financial statements and financial highlights, which appears in DWS Managed Municipal Bond Fund’s (formerly Deutsche Managed Municipal Bond Fund) Annual Report on Form N-CSR for the year ended May 31, 2018. We also consent to the references to us under the headings “Financial Highlights” and “Independent Registered Public Accounting Firm, Reports to Shareholders and Financial Statements” in such Registration Statement.
/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
September 24, 2018
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Deutsche DWS Municipal Trust (formerly Deutsche Municipal Trust) of our report dated July 24, 2018, relating to the financial statements and financial highlights, which appears in DWS Strategic High Yield Tax-Free Fund’s (formerly Deutsche Strategic High Yield Tax-Free Fund) Annual Report on Form N-CSR for the year ended May 31, 2018. We also consent to the references to us under the headings “Financial Highlights” and “Independent Registered Public Accounting Firm, Reports to Shareholders and Financial Statements” in such Registration Statement.
/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
September 24, 2018
Exhibit (n)
DEUTSCHE DWS MUNICIPAL TRUST
AMENDED AND RESTATED
MULTI-DISTRIBUTION SYSTEM PLAN
WHEREAS, Deutsche DWS Municipal Trust (the “Fund,” and each underlying portfolio of the Fund, a “Series”) is adopting this Amended and Restated Multi-Distribution System Plan (the “Plan”). The Fund is an open-end investment management company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, DWS Investment Management Americas, Inc. (“DIMA”) serves as investment adviser and DWS Distributors, Inc. (“DDI”) serves as principal underwriter and distributor for the Fund;
WHEREAS, the Fund has established an Amended and Restated Multi-Distribution System enabling each Series, as more fully reflected in its prospectuses, to offer investors the option of purchasing shares of the Series with one or more of the following classes of shares: (a) with a front-end sales load (which may vary among Series) and Rule 12b-1 Plan providing for a service fee (“Class A shares”); (b) without a front-end sales load, but subject to a CDSC (which may vary among Series) and a Rule 12b-1 Plan providing for a distribution fee and a service fee (“Class C shares”); (c) solely to certain investors, without a front-end sales load, a CDSC, a Rule 12b-1 distribution fee or service fee (“Class S shares”); (d) solely to eligible institutions and other eligible investors, without a front-end sales load, a CDSC, or a Rule 12b-1 plan providing for a distribution fee or service fee, but for certain funds with a service plan providing for a service fee (“Institutional Class shares”); and (e) with a front-end sales load and Rule 12b-1 Plan providing for a service fee, but without a CDSC (“Class T shares”);
WHEREAS, the Fund or a Series may offer or issue some or all of the classes listed above; and
WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies to issue multiple classes of voting stock representing interests in the same portfolio notwithstanding Sections 18(f)(1) and 18(i) under the 1940 Act if, among other things, such investment companies adopt a written plan setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges.
NOW, THEREFORE, the Fund, wishing to issue multiple classes of shares in accordance with Rule 18f-3 under the 1940 Act, hereby adopts this Plan, as follows, on behalf of the Series:
1. Each class of shares will represent interests in the same portfolio of investments of the Series, and be identical in all respects to each other class, except as set forth below. The only differences among the various classes of shares of the Series will relate solely to: (a) different distribution fee payments or service fee payments associated with any Rule 12b-1 Plan for a particular class of shares and any other costs relating to implementing or amending such Rule 12b-1 Plan (including obtaining shareholder approval of such Rule 12b-1 Plan or any amendment thereto), which will be borne solely by shareholders of such class; (b) different service or administrative fees associated with a service or administrative plan for a specific class
1
and any other costs relating to implementing or amending such service or administrative plan; (c) different account minimums; (d) the bearing by each class of its Class Expenses, as defined in Section 2(b) below; (e) the voting rights related to any Rule 12b-1 Plan affecting a specific class of shares; (f) separate exchange privileges; (g) different conversion features; and (h) different class names and designations.
2. (a) The gross income, realized and unrealized capital gains and losses and expenses (other than Class Expenses, as defined below) of the Series shall be allocated to each share of the Series, on the basis of its net asset value relative to the net asset value of the Series pursuant to Rule 18f-3(c)(1)(i) of the 1940 Act. Expenses to be so allocated include expenses of the Fund that are not specifically attributable to the Series (or any other series of the Fund), which shall first be allocated among the Series of the Fund based upon their relative aggregate net assets (“Fund Expenses”) and expenses of the Series not attributable to a particular class of the Series (“Series Expenses”) to the extent that such expenses are not paid by DIMA pursuant to the Administrative Services Agreement, as in effect from time to time, between DIMA and the Fund (including any subsequent amendments thereto) (the “Administrative Services Agreements”). Fund Expenses may include, but are not limited to, Board Members’ fees and certain legal fees. Series Expenses include, but are not limited to, the Administrative Fee under the Administrative Services Agreement, advisory fees and other expenses relating to the management of the Series’ assets.
(b) Expenses attributable to one or more particular classes, which are allocated on the basis of the amount incurred on behalf of each class (“Class Expenses”), will include the following types of expenses to the extent that such expense is not paid by DIMA under the Administrative Services Agreement and to the extent that such expense is attributable to a specific class: (a) transfer agent fees attributable to a specific class, (b) any distribution fees or service fees associated with any Rule 12b-1 Plan for a specific class and any other costs relating to implementing or amending such Rule 12b-1 Plan (including obtaining shareholder approval of such Rule 12b-1 Plan or any amendment thereto); (c) sub-recordkeeping fees (including omnibus recordkeeping fees) attributable to a specific class; (d) service or administrative fees associated with a service or administrative plan for a specific class and any other costs relating to implementing or amending such service or administrative plan; (e) printing and postage expenses related to preparing and distributing material such as shareholder reports, prospectuses and proxy materials to current shareholders of the Series; (f) registration fees (other than state filing fees imposed on a Fund-wide basis and Securities and Exchange Commission registration fees); (g) the expense of administrative personnel and services as required to support the shareholders of a specific class; (h) litigation or other legal expenses and audit or other accounting expenses relating to a specific class; (i) Board Members’ fees incurred as a result of issues relating to a specific class; and (j) shareholder or Board Members’ meeting costs that relate to a specific class. All expenses described in clauses (a) through (j) of this paragraph may be allocated as Class Expenses, but only if the Fund’s President and Treasurer have determined, subject to review by the Fund’s Board of Trustees, which expenses will be treated as Class Expenses, consistent with applicable legal principles under the 1940 Act and the Internal Revenue Code of 1986, as amended.
2
In the event that a particular expense is no longer reasonably allocable by class or to a particular class, it shall be treated as a Fund Expense or Series Expense, and in the event a Fund Expense or Series Expense becomes allocable at a different level, including as a Class Expense, it shall be so allocated, subject to compliance with Rule 18f-3 and to approval (or ratification) by the Board of Trustees.
Any changes in the categories of expenses that will be allocated as Class Expenses shall be submitted for approval (or ratification) by the Board of Trustees, including a majority of the Board Members who are not “interested persons” of the Fund, as defined in the 1940 Act (the “Independent Board Members”). Any changes to such expense allocation shall be set forth in a schedule as amended from time to time and approved (or ratified) by the Board of Trustees, including a majority of the Independent Board Members, which schedule shall form a part of this Plan.
3. Class C shares will automatically convert to Class A shares of the same Series at the relative net asset values of the two classes no later than the end of the month in which the tenth anniversary of the date of purchase occurs (or such earlier date as the Trustees of a Fund may authorize), provided that the relevant Series or the financial intermediary through which the shareholder purchased such Class C shares has records verifying the completion of the ten-year aging period. Class C shares issued upon reinvestment of income and capital gain dividends and other distributions will be converted to Class A shares on a pro rata basis with the Class C shares. For purposes of calculating the time period remaining on the conversion of Class C shares to Class A shares, Class C shares received on exchange retain their original purchase date. No sales charges or other charges will apply to any such conversion.
4. Any conversion of shares of one class to shares of another class is subject to the continuing availability of a ruling of the Internal Revenue Service or an opinion of counsel to the effect that the conversion of shares should not constitute a taxable event under federal income tax law. Any such conversion may be suspended if such a ruling or opinion is no longer available.
5. To the extent exchanges are permitted, shares of any class of the Series (except for Class T shares) will be exchangeable with shares of the same class of another series, with shares of a different class of the Series (provided that the shareholder requesting the intra-Series exchange meets the eligibility requirements of the class into which such shareholder seeks to exchange, subject to the discretion of DDI), or with money market fund shares as described in the applicable prospectus. Exchanges will comply with all applicable provisions of Rule 11a-3 under the 1940 Act. Class T shares will have no exchange privileges.
6. Dividends paid by the Series as to each class of its shares, to the extent any dividends are paid, will be calculated in the same manner, at the same time, on the same day, and will be in the same amount, except that any distribution fees, service fees, or administrative services fees and Class Expenses allocated to a class will be borne exclusively by that class.
3
7. Any distribution arrangement of the Fund, including distribution fees, front-end sales loads and CDSCs, will comply with Financial Industry Regulatory Authority, Inc. Rule 2341.
8. All material amendments to this Plan must be approved by a majority of the members of the Fund’s Board, including a majority of the Independent Board Members.
The Board of Trustees, including a majority of the Independent Board Members, has approved the Plan based on a determination that the Plan, including the expense allocation, is in the best interests of each class and the Series and of the Fund. Their determination was based on their review of information furnished to them which they deemed reasonably necessary and sufficient to evaluate the Plan.
Dated: August 10, 2018
4
Exhibit (p)(1)
Level 3
Code of Ethics – AM US
Table of Contents
1. Overview | 4 |
2. General Rule | 5 |
3. Standards of Business Conduct | 6 |
4. Definitions | 7 |
5. Restrictions | 8 |
A. General | 9 |
B. Specific Blackout Period Restrictions | 9 |
C. New Issues (“IPOs”) | 11 |
D. Short-Term Trading | 11 |
E. Holding Period Requirement | 11 |
F. Restricted Lists | 12 |
G. Private Placements, Private Investment Partnerships and Other Private Interests | 12 |
H. Other General Restrictions | 13 |
6. Compliance Procedures | 14 |
A. Designated Brokerage Accounts | 14 |
B. Pre-Clearance | 14 |
C. Deutsche Mutual Fund Holdings | 15 |
D. Requirements Applicable to External, Temporary or Contract Employees | 15 |
E. Reporting Requirements | 15 |
F. Confirmation of Compliance with Policies | 17 |
7. Other Procedures/Restrictions | 17 |
A. Service on Boards of Directors | 17 |
B. Outside Business Affiliations | 18 |
C. Executorships | 18 |
D. Trusteeships | 18 |
E. Custodianships and Powers of Attorney | 18 |
F. Gifts and Entertainment | 18 |
G. Rules for Dealing with Governmental Officials and Political Candidates | 19 |
H. Confidentiality | 20 |
I. Prohibition of Market Abuse under the European Market Abuse Regulation | 20 |
8. Supervision | 22 |
9. Sanctions and Red Flags | 22 |
10. Interpretations and Exceptions | 23 |
11. Business-Line and Infrastructure Controls | 23 |
12. Associated Policies | 23 |
APPENDIX I | 24 |
SCHEDULE A | 24 |
2
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3
Deutsche Bank’s Values and Beliefs
Deutsche Bank (“DB”) has established a clear set of values and beliefs which lie at the core of what we do - Integrity, Sustainable Performance, Client Centricity, Innovation, Discipline and Partnership. These values guide our behavior with clients, with each other, with our shareholders and with the communities we serve. They define the type of institution Deutsche Bank aspires to be. Each of the values rests on a set of beliefs which set out how we seek to conduct ourselves as we live our values and reflects our own history, the interests of our stakeholders and the changing environment in which we operate.
Risk Culture
With these guiding values, Risk Management defined and embedded a set of risk culture behaviors that align with those values. These behaviors, listed below, operationalize DB’s values enhancing its corporate governance through a strong risk management culture and establishing DB’s expectations that all Employees take a holistic approach to managing risk and return and effectively managing DB’s risk, capital and reputation. These behaviors include:
— Being fully responsible for managing and mitigating DB’s risks where possible.
— Being rigorous, forward looking, and comprehensive in the
assessment of risk.
— Inviting colleagues to challenge behaviors inconsistent with our risk culture.
— Being cautious of any conflicts of interests.
—
Troubleshooting collectively.
— Placing DB’s reputation at the heart of all decisions.
Fiduciary Obligations
In conducting our activities within DB’s values and beliefs within the context of a strong risk management framework, Deutsche Asset Management (“AM US”) Employees must also be cognizant of our fiduciary obligations. AM US Employees will, in varying degrees, participate in or be aware of fiduciary and investment services provided to investment advisory clients, pooled vehicles, institutional investment clients, employee benefit trusts and other types of investment advisory accounts. As a fiduciary, we have an obligation to act solely in the best interest of our clients. The fiduciary relationship mandates adherence to the highest standards of conduct and integrity. We will at all times conduct ourselves with integrity and distinction, putting the interests of our clients first and beyond all others.
The Code
The AM US Code of Ethics (the “Code”) sets forth the specialized rules for business conduct and guidelines for the personal investing and business activities generally required of employees within AM US. The provisions of the Code apply to all US AM employees. This includes the following:
· | All other employees involved in executing or supporting DB’s US Registered Investment Adviser (“RIA”) businesses, including those who are dual-hatted into a DB RIA; and |
· | Any employees as the Compliance Department (“Compliance”)1 may determine to be covered by this Code, from time to time. |
____________________________
1 “Compliance” refers to the DB Americas Compliance Department (generally referred to herein as “Compliance” and/or its unit specifically designated to the AM US business units, “AM Compliance”).
4
Alternatives employees are subject to additional personal trading restrictions which are described in their business specific procedures.
This Code applies in addition to the associated policies in Section 12.
For access to the policies and procedures, see the DB Policy Portal.
Together, this Code, the Code of Business Conduct and Ethics – DB Group, Employee and Employee-Related Accounts Trading Policy & Procedures – APAC, Americas & EMEA (ex Germany) (“ETRA Policy”) and other associated policies in Section 12 underscore DB’s commitment that in all of our dealings, we will act with fairness, decency and integrity and adhere to the highest standards of ethics. The success of this commitment depends on the conduct of each DB employee.
Accordingly, each employee must have a reasonable
knowledge of the policies that are
applicable to them and their businesses. Supervisors are responsible for instituting reasonable
measures pursuant to the CCF
Risk Categories – Written Supervisory Procedures – Deutsche Asset Management (“WSP”) and each business
lines Key Operating Procedures (“KOP”), as applicable to make sure that employees understand them, are kept up-to-date
of any changes, and comply with them.
Any questions as to the interpretation of the Code should be referred to a Compliance Officer for further assistance.
This policy applies to all AM US Employees. External, Temporary and Contract Employees, depending on their period of service, may be subject to all or part of the Code. All Employees must be mindful of their fiduciary duties towards their clients within the framework of legal and regulatory requirements. Consistent with this standard, the interests of AM USclients take priority over the investment desires of AM USEmployees. All AM US Employees must conduct themselves in a manner consistent with the requirements and procedures set forth in the Code as follows:
· | All conflicts or appearance of conflicts must be identified, mitigated or managed, between the self-interest of any Employee and the responsibility of that Employee to DB, its shareholders or its clients.2 AM USbusiness management maintains a register of actual and potential conflicts of interest identifying global applicability. Employees should familiarize themselves with the register. As per the WSP, Employees should notify Compliance promptly if a conflict has not been properly managed, mitigated and/or disclosed. The register can be accessed at: |
https://mydb.intranet.db.com/docs/DOC-179696
Employees are required to comply with applicable US federal securities and/or banking laws and may also be required to comply with other policies imposing separate requirements. Specifically, they may be subject to laws or regulations that impose restrictions with respect to personal securities transactions, including, but not limited to, Section 17(j) and Rule 17j-1 under the Investment Company Act of 1940. The purpose of this Code is to ensure that, in connection with his or her personal trading, no Employee shall conduct any of the following acts in connection with a client account:
____________________________
2 The rules herein cannot anticipate all situations which may involve a possible conflict of interest. If an Employee becomes aware of a personal interest that is, or might be, in conflict with the interest of a client, that person should disclose the potential conflict to AM Compliance or Legal prior to executing such transaction.
5
· | Employ any device, scheme or artifice to defraud; |
· | Make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statement not misleading; |
· | Engage in any act, practice or course of business that operates or would operate as a fraud or deceit; |
· | Engage in any manipulative practice; or |
· | Spread any rumors or misinformation that is known to be false or misleading; this includes rumors that may reasonably be expected to affect market conditions. Discussion of unsubstantiated information published in a widely circulated public media is allowed so long as any unsubstantiated information is sourced to the news outlet and is made clear that the information is not based on fact. |
Any Employee who discovers a violation of the Code is personally required to report the violation to Compliance, and if he or she does not do so, the Employee shall be deemed in violation of this Code, subject to the exception noted below, or elsewhere herein. The Chief Compliance Officer(s) (or designee) or Heads of Department / Function and Compliance senior management will receive periodic reports of all violations of the Code.
Any Employee who violates the Code may be subject to the issuance of a Red Flag resulting in disciplinary actions, including possible termination of employment and regulatory sanctions and fines. Please refer to Section 9 for additional information regarding Sanctions and Red Flags.
If it is not practicable to report the violation to the noted contacts above, Employees should refer to the Whistleblower Policy – Deutsche Bank Group. This policy sets forth the reporting requirements and procedures for any possible violations of the Code. It also refers to the DB Employee Hotlines which can be found at the following link:
https://mydb.intranet.db.com/docs/DOC-199157
The hotlines are toll-free numbers available 24 hours/7 days a week/365 days of the year and can be used to relay any issues or concerns about potentially unethical or inappropriate business practices on an anonymous basis.
3. Standards of Business Conduct
DB has established minimum personal and professional conduct standards in the Code of Business Conduct and Ethics – DB Group, Human Resources policies, and various Compliance policies to facilitate compliance with applicable laws, rules and regulations when carrying out responsibilities on behalf of DB. DB will provide ongoing training and education on personal and professional conduct issues.
In sum, these standards require that all Employees:
6
In particular, DB expects all employees to act with fairness, decency and integrity and adhere to the highest standards of ethics, avoiding any activity, interest or external association that could impair or give the appearance of impairing Employees’ abilities to perform their work objectively and effectively. If a conflict of interest arises, it must be managed promptly and appropriately, and with the interests of customers paramount to all others.
Employees will, in varying degrees, participate in or be aware of fiduciary and investment services provided to investment advisory clients, registered investment companies, institutional investment clients, employee benefit trusts and other types of investment advisory accounts. The fiduciary relationship mandates adherence to the highest standards of conduct and integrity. Employees will at all times conduct themselves with integrity and distinction, putting first the interests of clients.
A. | “Accounts/Trading Account” shall mean any banking, investment or other account through which Employees can purchase, sell or hold securities products, excluding custodial accounts opened at a DB group company specifically and solely for the purpose of receiving DB stock. |
C. | “Compliance” shall mean the designated compliance officer contact assigned to support a specific business line. |
7
D. | “Discretionary Managed Account” shall mean trading accounts that falls into one of two categories: |
(i) | Accounts where (A) the Employee or Family/Household Member has fully delegated the investment decision to a third-party by means of a written Discretionary Investment Management Agreement, and (B) the investment manager maintains full discretionary control over the Account and confirms that the Employee or Family/Household Member will not be permitted to direct or influence trading in the Account; or |
(ii) | Accounts where (A) the investment manager maintains full discretionary control over the Account, and (B) the Account is programmatically managed (i.e., all accounts in the programme are managed identically and the broker does not adjust the trading strategy to conform to any specific views or preferences). |
E. | “Employee” is a general term which shall include all Investment Personnel and Access Persons3. |
F. | “Employee and Employee-Related Account” shall mean trading accounts owned or controlled by Employees or Family/Household Members. |
G. | “External, Temporary or Contract Employees” shall mean individuals working at or for DB who are not directly employed by DB. |
H. | “Investment Personnel” shall mean and include: |
(i) | Portfolio Managers, portfolio consultants, traders, analysts (including other Employees who work directly with these individuals in an assistant capacity) and others as may be determined by AM Compliance. As those responsible for making investment decisions (or participating in such decisions) in client accounts or providing information or advice to Portfolio Managers or otherwise helping to execute or implement the Portfolio Managers' recommendations, Investment Personnel occupy a comparatively sensitive position, and thus, additional rules outlined herein apply to such individuals. |
I. | “Mutual Funds” shall include all open end investment companies registered under the Investment Company Act of 1940, other than money market mutual funds unless otherwise directed by Compliance. |
J. | “Securities” shall include equity or debt securities, including closed-end investment companies, derivatives of securities (such as options, warrants, and ADRs), futures, swaps, commodities, securities indices, exchange-traded funds, government and municipal bonds and similar instruments, but do not include: |
(i) | Bankers’ acceptances; |
(ii) | Bank certificates of deposit; |
(iii) | Commercial paper; |
(iv) | High quality short-term debt instruments, including repurchase agreements; and |
(v) | Mutual Funds, other than mutual funds required to be reported. |
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3 All AM employees in the US are generally considered Access Persons for the purposes of this Code. An Access Person is a supervised person who has access to non-public information regarding clients' purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are non-public. A supervised person who has access to non-public information regarding the portfolio holdings of affiliated mutual funds is also an Access Person.
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For purposes of the Code, a prohibition or requirement applicable to any Employee applies also to transactions in certain Securities and Mutual Funds for the Employee’s Employee Related Account(s), including transactions executed by that Employee's spouse or relatives living in the Employee’s household (see definition under 4.F. above).
Employees must ensure conflicts or appearance of conflicts are identified, mitigated or managed, between their duties and responsibilities and their personal investment activities. To avoid potential conflicts, absent specific written approval from their Managing Officer4 and Compliance, Employees should not personally invest in Securities issued by companies with which they have significant dealings on behalf of AM, or in investment vehicles sponsored by such companies. Additional rules that apply to Securities transactions by Employees, including the requirement for Employees to pre-clear personal Securities transactions and rules regarding how Employee Related Accounts must be maintained are described in more detail later in this Code.
Note that violations of these Restrictions may result in an employee receiving a Red Flag. See Sanctions and Red Flags, Section 9 for further information.
A. | General |
(i) | The Basic Policy: Employees have a personal obligation to conduct their investing activities and related Securities and Mutual Fund transactions lawfully and in a manner that avoids actual or potential conflicts between their own interests and the interests of AM and their clients. Employees must carefully consider the nature of their responsibilities – and the type of information that he or she might be deemed to possess in light of any particular Securities and Mutual Fund transaction – before engaging in that transaction. |
(ii) | Material Non-public Information: An employee who is in possession of or believes they are in possession of material non-public information about or affecting Securities or their issuer should promptly notify Compliance (and no one else, including AM personnel). Such Employees are prohibited from buying or selling such Securities or advising any other person to buy or sell such Securities. |
See also the Information Security Principles – DB Group and the Handling Confidential and Non-Public, Price Sensitive Information and Chinese Walls Policy - DB Group.
(iii) | Firm and Departmental Restricted Lists: Employees are not permitted to buy or sell any Securities that are included on the Compliance Restricted List (available at https://cresta.uk.intranet.db.com/cwa/rl/overview.jsp or can be accessed from the Compliance intranet home page) and/or other applicable restricted lists. See “Restricted Lists” below. |
(iv) | Front-Running: Employees are prohibited from buying or selling Securities, exchange traded closed-end funds, or other instruments in their Employee Related Accounts so as to benefit from the Employee’s knowledge of the Firm’s or a client's trading positions, plans or strategies; or forthcoming research recommendations. |
B. | Specific Blackout Period Restrictions |
(i) | SAME-DAY RULE: |
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4 For purposes of this policy, “Managing Officer” is defined as an officer of at least the Managing Director level to whom the Employee directly or indirectly reports, who is in charge of the Employee’s unit (e.g., a Department Head, Division Head, Function Head, Group Head, General Manager, etc.).
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Employees shall not knowingly or otherwise effect the purchase or sale of a Security for an Employee Related Account on a day during which any AM client account has a “buy” or “sell” order for the same Security, until that order is executed or withdrawn.
(ii) | 5-DAY RULE: |
a) | Investment Personnel shall not purchase or sell a Security for an Employee Related Account within five calendar days before or five calendar days after the same Security is traded (or contemplated to be traded) for a client account with which the individual is associated. |
b) | Employees and other personnel of the Fixed Income portfolio management team or the Equity portfolio management team who have real time access to their respective team’s global research (or has access to both Fixed Income and Equity global research) , shall not purchase or sell a Security for an Employee Related Account within five calendar days before or five calendar days after the same Security: (a) has its internal rating upgraded or downgraded; or (b) has research coverage initiated. |
c) | Employees identified as having access to Fixed Income or Equity model portfolio changes shall not purchase or sell a Security for an Employee Related Account within five calendar days before or five calendar days after the same Security is added to/deleted from or has its weighting changed in the model portfolio. |
(iii) | DB Securities: |
During certain times of the year, all DB employees are prohibited from conducting transactions in the equity and debt Securities of DB, which affect their beneficial interest in the Firm. Compliance generally imposes these “blackout” periods around the fiscal reporting of corporate earnings. Blackouts typically begin three days prior to the expected quarterly or annual earnings announcement and end after earnings are released publicly. Additional restricted periods may be required for certain individuals and events, and Compliance will announce when such additional restricted periods are in effect. Employees are prohibited from trading in options on DB securities.
The only permissible transactions in DB Securities (excluding DB Proprietary Products) are purchases and long sales of DB stock and debt. DB Proprietary Products include DB hedge funds, DB issued Exchange-Traded Funds, DB issued structured notes, DB issued private equity or real estate funds, DWS products etc. In general, the hypothecation of, hedging of long stock positions with stock options or other equity derivatives, and short selling of DB Securities, are prohibited. This prohibition includes the hedging of un-vested DB Securities granted to Employees.
(iv) | Exceptions to Blackout Periods (above items i and ii only): |
The following are exempt from the specified blackout periods:
· | The purchase or sale of 500 shares or less in companies comprising the S&P 500 Index; |
· | ETFs (Exchange-Traded Funds – e.g., SPDRs or “Spiders” (S&P 500 Index), DIAs or “Diamonds” (Dow Jones Industrial Average), etc.) and similar securities; |
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· | Purchases or sales which are non-volitional on the part of either the Access Person, an investment company, or another US client. |
· | Government and municipal bonds; |
· | Currency and Interest Rate Futures; |
· | Shares purchased under an issuer sponsored DRIPs, other than optional purchases; |
· | To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of Securities; and |
· | Securities purchased under an employer sponsored stock purchase plan or upon the exercise of employee stock options. |
Note: Transactions in derivative instruments, including warrants, convertible Securities, futures, swaps and options, etc. shall be restricted in the same manner as the underlying Security.
C. | New Issues (“IPOs”) |
Employees are prohibited from purchasing or subscribing for Securities pursuant to an initial public offering. This prohibition applies even if DB (or any affiliate) has no underwriting role and/or is not involved with the distribution. However, approval may be granted by Compliance to participate in a particular IPO where DB does not act as an underwriter.
D. | Short-Term Trading |
Employees must always conduct their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies that are consistent with their financial resources and objectives. DB generally discourages short-term trading strategies, and Employees are cautioned that such strategies may inherently carry a higher risk of regulatory and other scrutiny. In any event, excessive or inappropriate trading that interferes with job performance or compromises the duty that DB owes to its clients and shareholders will not be tolerated.
E. | Holding Period Requirement |
Positions in Securities and DB advised/issued Funds must be held for a minimum of 30 calendar days following the trade date. Requirements under the holding period may be waived in exceptional circumstances by Compliance.
Mutual Funds subject to periodic purchase plans including your Employee-sponsored benefit plans (e.g., DB 401(k) plan) are subject to short term trading limitations as per the Fund’s prospectus.
The following are exempted from this restriction:
· | Shares purchased under an issuer sponsored DRIPs, other than optional purchases; |
· | To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro rata to holders of a class of Securities; |
· | Securities purchased under an employer sponsored stock purchase plan; |
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· | Exchange-Traded Funds (Note: DB issued ETFs are subject to the 30 Day Rule); |
· | Fixed Income Mutual Funds investing in government bonds with “short-term” in their name; and |
· | Mutual Funds other than Deutsche Mutual Funds, for which AM does not serve as sub-advisor. (Note: Both Deutsche Mutual Funds and closed-end investment companies are subject to the 30-Day Rule.) |
F. | Restricted Lists |
(i) | DB Restricted List |
The DB Restricted List is comprised of securities in which the normal trading or recommending activity of DB and its employees is prohibited or subject to specified restrictions. While the DB Restricted List is distributed extensively internally and posted on the intranet, its composition is generally considered sensitive and should not be shared outside of DB.
All employees are responsible for checking the Restricted List prior to entering into any transaction, soliciting customer orders or issuing research. Failure to observe the requirements of the Restricted List is considered a serious disciplinary matter and may result in sanctions, which could include dismissal.
The Restricted List can be found at https://cresta.uk.intranet.db.com/cwa/rl/overview.jsp or can be accessed from the DB Compliance intranet home page under Useful Links.
For additional information, please also see the Restricted List Policy – DB Group.
(ii) | AM Restricted List |
The AM Restricted List is comprised of securities for which Employees have reported material non-public information or for various other reasons which result in the need to restrict trading for certain Employees. The AM Restricted List is not published outside of Compliance. Personal trade requests for transactions in securities which are on the AM Restricted List will be automatically denied. During the time that a security is placed on the Restricted List, effecting any personal purchase or sale transactions involving that security for the period of time that it is on the Restricted List, is prohibited.
G. | Private Placements, Private Investment Partnerships and Other Private Interests |
Prior to effecting a transaction in private Securities (i.e., Securities not requiring registration with the Securities and Exchange Commission and sold directly to the investor), or purchasing or subscribing for interests of any kind in a privately held company, private investment partnership, or industrial/commercial property, all Employees must first, in accordance with DB policy, obtain the approval of his/her supervisor and then pre-clear the transaction with Compliance, including completing the questionnaire in the Employee Trade Request Application (“ETRA”) system. Any new Employee, who holds an interest in any of the above, must disclose such holdings to the Compliance Department within 10 days of employment.
(i) | DB-Sponsored Private Placements, Private Investment Partnerships and Other Private Interests |
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Employee investments or transactions (including liquidations) in DB’s Proprietary Products (for example, Global Equity Derivatives structured notes (equity-linked notes/mandatory convertible notes), DB-issued private equity or real estate funds, etc.) raises special concerns regarding the potential for conflicts of interest or the appearance of conflicts. In addition, pursuant to Volcker Rule, Employees may not invest in DB-sponsored private funds, which are exempt from registration under Section 3(c)(1) or 3(c)(7) (“Related Covered Funds”), except for any employee who is directly providing investment advisory or other services to the fund. Accordingly, transactions in such securities must be reported to and approved in advance by the employee’s supervisor and the Employee Trading Group, and Compliance is responsible for assessing employee requested trades in Related Covered Funds. Specific questions will be asked regarding Proprietary Products and specific restrictions will apply. Employees must complete the on-line Private Transactions Pre-Clearance Questionnaire (available on ETRA) to obtain approval for such requests. Employees should not proceed with any such investments until they have obtained approval from the Employee Trading Group.
H. | Other General Restrictions |
Employees are also subject to the following general restrictions:
· | Employees are prohibited from sharing in the profits and losses of customer accounts (unless the
customer is a family member of the employee, for example, joint accounts). |
· | Taking unfair advantage of any customer, supplier, competitor or other firm information through manipulation, concealment, abuse of privileged information, misrepresentation of material fact or any other unfair dealing or practice. |
· | Accepting personal fees, commissions, other compensation paid or expenses paid or reimbursed from others, not in the usual course of DB's business, in connection with any business or transaction involving DB. |
· | Using non-approved/sponsored DB systems (information technology and electronic communications system) to conduct DB business. |
· | Permitting firm property (including data transmitted or stored electronically and computer resources) to be damaged, lost, misused, or intercepted in an unauthorized manner. |
· | Borrowing or accepting money from customers or suppliers unless the customer or supplier is a financial institution that makes such loans in the ordinary course of its business. |
· | Providing customers with legal, tax (except tax preparation), or accounting advice. |
· | Doing any of the above actions indirectly through another person. |
· | Entering into cross transactions between the employee’s accounts and any other account. |
· | Contacting other broker-dealers to prearrange trades for their accounts. |
· | Effecting transactions that might raise or give the appearance of a conflict with the employee’s duties or responsibilities with DB. |
· | Timing transactions in Employee and Employee-Related or client accounts to take advantage of possible market action caused by transactions in other client accounts. |
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6. Compliance Procedures
A. | Designated Brokerage Accounts |
All Employees in the US must maintain their Employee and Employee-Related Accounts with a Designated Broker (provided below). Upon joining DB, new employees must make best efforts to complete the transfer of all Accounts to a Designated Broker within 60 days of the start of employment.
Exceptions to the Designated Broker Requirement will be given only where a Household/Family Member is employed by another financial institution with its own conflicting Designated Broker requirement (i.e., the “spousal exception”). All other requirements, including but not limited to the disclosure and pre-approval requirements, apply to Accounts granted a spousal exception.
See the link below for a list of Designated Brokers https://mydb.intranet.db.com/docs/DOC-347942.
Under no circumstance is an Employee permitted to open or maintain any Employee Related Account that is undisclosed to Compliance. Also, the policies, procedures and rules described throughout this Code of Ethics apply to all Employee Related Accounts.
Accordingly, all Employees are required to open and maintain their Employee Related Accounts in accordance with the Employee Trading Policy – DB Group and the Employee and Employee-Related Accounts Trading Policy & Procedures – Americas, APAC, EMEA (ex-Germany).
B. | Pre-Clearance |
All Employee Trades must be pre-cleared by the: 1) employee’s supervisor (or designee); and 2) the Employee Trading Group. Execution of a trade may not take place until the trade has been pre-cleared by the supervisor (or designee) and the Employee Trading Group. Failure to complete the pre-clearance process may result in cancellation of the Employee Trade and disciplinary action, including termination. Employees are responsible for all consequences resulting from cancelled employee trades that were not processed in accordance with this Code or related DB policies and procedures.
Pre-clearance of employee trades must be processed via ETRA through ComplianceDirect, which is available on the Employee Compliance Application Portal accessible on dbnetwork Americas. Approvals are valid only for the day granted. Good Till Cancelled (“GTC”) orders are NOT permitted in instruments for which pre-clearance is required. If the security or product is NOT subject to pre-clearance (e.g., ETFs (excluding DB issued ETFs which must be pre-cleared), currencies, treasuries, indexes, etc.), extended period limit orders may be entered.
Excluding DB Proprietary Products5, the following are exempted from the pre-clearance requirement:
· | Trading in Discretionary Managed Accounts (i.e., accounts where the Employee exercises no discretion in relation to the management of the account or selection of underlying investments); |
· | Cash commodities where the Employee accepts physical delivery; |
· | Transactions in college savings plans (e.g., US 529 Plans) ; |
· | Transfers from one Account to another Account of the same Employee, provided that the second Account was disclosed in accordance with this Policy; |
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5 DB Mutual Funds are exempt from the pre-clearance requirement.
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· | Receipt of securities under automatic Dividend Reinvestment Plans; however optional purchases in, and sales out of, a DRIP account do require pre-clearance |
· | Mutual Funds (including Deutsche Mutual Funds); |
· | Unit Trusts; |
· | Index products where no single stock has a weighting of more than 20% (unless the Employee is an index trader, in which case pre-approval is required); |
· | Venture capital trusts; |
· | Exchange-Traded Funds (Note – a DB issued ETF is defined as a DB Proprietary Product and requires pre-clearance); |
· | Collective Investment Schemes and Index Mutual Funds (e.g., non-sector specific indices such as CAC 40, S&P 500, DAX etc.); and |
· | Cash management vehicles such as money market funds/liquid schemes |
C. | Deutsche Mutual Fund Holdings |
All Employees are required to maintain their holdings of Deutsche Mutual Funds in the DB 401(k) Plan, in E*Trade, Charles Schwab, DB Alex.Brown, Charles Schwab, or Fidelity brokerage accounts, or directly with Deutsche AM Distributors, Inc. (“Deutsche AM Distributors”) .
D. | Requirements Applicable to External, Temporary or Contract Employees |
Subject to locally applicable employment law, External, Temporary and Contract Employees employed at or with the Bank for a period of 3 months or longer are subject to all requirements of this Policy.
External, Temporary and Contract Employees employed at or with the Bank for a period of less than three (3) months are subject to all Restrictions set forth in Section 5 of this Policy.
E. | Reporting Requirements |
(i) | Disclosure of Employee Related Accounts/Provision of Statements |
As stated in Section 6.A. Designated Brokerage Accounts above, upon joining DB, new Employees are required to disclose all of their Employee or Employee-Related Accounts to Compliance, and must carry out the instructions provided to conform such Accounts, if necessary, to DB policies.
Furthermore, note that while Designated Managed Account(s) are exempt from pre-clearance and trade reporting requirements, on a periodic basis, as determined by Compliance, all US employees and their discretionary third party manager(s), must certify that the Employee did not have influence or control over his/her Discretionary Managed Account(s). Compliance may request reports on holdings and/or transactions made in the Account(s) to identify transactions that would have been prohibited pursuant to the Code.
(ii) | Initial Personal Securities Holdings Report (“IPSHR”) |
In addition, no later than ten (10) days after an individual becomes an Employee (i.e., joining/transferring into AM, etc.), he or she must also complete and return a “Personal Securities Holdings Report” (filed during the “new hire” Code of Ethics Annual Acknowledgement) for personal Securities holdings to AM Compliance (see iv. Annual
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Acknowledgement of Personal Securities Holdings below). The information must be current as of a date no more than forty-five (45) days prior to the hire date.
(iii) | Quarterly Personal Securities Trading Reports (“PSTR”) |
Within thirty (30) days of the end of each calendar quarter, all Employees must submit to AM Compliance a PSTR for Securities, unless exempted by a division-specific requirement, if any.
Personal transactions in Deutsche funds and funds distributed by Deutsche AM Distributors, as well as transactions in any off-shore funds must be included in this report.
Employees that do not have any reportable transactions in a particular quarter must indicate as such in the reporting system for the respective quarter.
The following types of transactions do not have to be reported:
o | Transactions effected in an account in which the employee has no direct or indirect influence or control (i.e. discretionary/managed accounts) do not have to be reported; |
o | Transactions in Mutual Funds and closed end registered investment companies subject to periodic purchase plans are not required to be reported quarterly, but holdings may still require reporting annually (see iv. below); |
o | Transactions effected pursuant to an automatic investment plan or as a result of a dividend reinvestment plan do not have to be reported but holdings will require reporting annually (see iv. below); |
o | Bankers’ acceptances; |
o | Bank Certificates of Deposits (“CDs”); |
o | Commercial paper; |
o | Money markets; |
o | Direct obligations of the US Government; |
o | High quality, short-term debt instruments (including repurchase agreements); and |
o | US Mutual Funds (excluding Deutsche Mutual Funds). |
(iv) | Annual Acknowledgement of Personal Securities Holdings |
All Employees must submit to Compliance on an annual basis at a date specified by Compliance, a Personal Securities Holdings Report for all Securities and closed-end Mutual Fund holdings, unless exempted by a division-specific requirement, if any.
The information submitted must be current within forty-five (45) calendar days of the report date.
Personal holdings in Deutsche funds and funds distributed by Deutsche AM Distributors, Inc. as well as holdings in any off-shore funds must be included in this report.
Employees that do not have any reportable securities holdings must indicate as such in the reporting system.
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The following types of holdings do not have to be reported:
· | Securities held in accounts over which the employee had no direct or indirect influence or control (i.e. discretionary/managed accounts); |
· | Bankers’ acceptances; |
· | Bank CDs; |
· | Commercial paper; |
· | Money markets; |
· | Direct obligations of the US Government; |
· | High quality, short-term Debt Instruments (including repurchase agreements); and |
· | Mutual Funds other than Deutsche Mutual Funds and other funds distributed by Deutsche AM Distributors, Inc. |
(v) | Annual Acknowledgement of Accounts |
Once each year, at a date to be specified by Compliance, each Employee must acknowledge that they do or do not have brokerage and Mutual Fund Accounts. Employees with brokerage and Mutual Fund Accounts must acknowledge each Account.
F. | Confirmation of Compliance with Policies |
Annually, each Employee is required to acknowledge that he or she has received the Code, as amended or updated, and confirm his or her adherence to it. Understanding and complying with the Code and truthfully completing the Acknowledgment are the obligations of each Employee. Failure to perform this obligation may result in the issuance of a Red Flag, which may result in disciplinary actions, including dismissal.
7. Other Procedures/Restrictions
A. | Service on Boards of Directors |
Service on Boards of publicly traded companies may be undertaken after approval from the appropriate Business Signatory Officer (“BSO”), Credit Risk Management (“CRM”) and Compliance, based upon a determination that these activities are consistent with the interests of DB and its clients. Employees serving as directors for publicly traded companies will not be permitted to participate in the process of making investment decisions on behalf of clients which involve the subject company.
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B. | Outside Business Affiliations |
Employees may not maintain outside business affiliations (e.g., officer, director, governor, trustee, part-time employment, etc.) without the prior written approval of the appropriate BSO, CRM (for Directorships and Partnerships) and Compliance. Employees may not engage in any activities on behalf of an approved outside business affiliation during company time or while using DB property (e.g., e-mail, internet) other than on a de minimis basis.
C. | Executorships |
As a general rule, AM discourages acceptance of executorships by members of the organization. However, family relationships may make it desirable to accept executorships under certain wills. In all cases (other than when acting as Executor for one's own spouse, domestic partner, parent or spouse's or domestic partner’s parent), it is necessary for the individual to have the written authorization of the appropriate BSO, CRM and Compliance.
Authorization to serve as an executor may be given in situations assuming that arrangements for the anticipated workload can be made without undue interference with the individual's responsibilities to DB. For example, this may require the employment of an agent to handle the large amount of detail which is usually involved. In such a case, the firm would expect the individual to retain the commission. There may be other exceptions which will be determined based upon the facts of each case.
D. | Trusteeships |
All trusteeships must have BSO, CRM and Compliance approval. The firm will normally authorize Employees to act as trustees for trusts of their immediate family. Other non-client trusteeships can conflict with our clients' interests so that acceptance of such trusteeships will be authorized only in unusual circumstances.
E. | Custodianships and Powers of Attorney |
It is expected that most custodianships will be for minors of an individual’s immediate family. These will be considered as automatically authorized and do not require written approval of the Firm. However, the written approval from Compliance is required for all other custodianships. All such existing or prospective relationships must be reported in writing to AM Compliance.
Entrustment with a Power of Attorney to execute Securities transactions on behalf of another requires written approval of Compliance. Authorization will only be granted if AM believes such a role will not be unduly time consuming or create conflicts of interest.
Please see the Outside Business Interests Policy – Deutsche Bank Group for additional information.
F. | Gifts and Entertainment |
Giving and receiving gifts and entertainment can create a conflict of interest or the appearance of a conflict of interest and may, in some instances, violate the law6. Employees may not accept or give gifts, entertainment, or other things of material value that would create the appearance that
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6 Under the Bank Bribery Act and other applicable laws and regulations, severe penalties may be imposed on anyone who offers or accepts such improper payments or gifts. If you receive or are offered an improper payment or gift, or if you have any questions as to the application or interpretation of DB’s rules regarding the acceptance of gifts, you must bring the matter to the attention of the Compliance Department.
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the gift or entertainment is intended to influence or reward the receipt of business, or otherwise affect an employee’s decision-making.
Gifts offered or received which have no undue influence on providing financial services may be permitted in accordance with the Gifts, Entertainment and Business Events Policy – DB Group. In addition, special circumstances may apply to Employees acting in certain capacities within the organization7.
Gifts and Entertainment to Public/Government Officials, Taft Hartley Union Officials and ERISA Plans and their Fiduciaries
The Department of Labor and other governmental agencies, legislative bodies and jurisdictions may have rules and regulations regarding the receipt of gifts by their employees or officials. In many cases, the giving of gifts or entertainment to these entities or individuals will be prohibited. Please see the Gifts, Entertainment and Business Events Policy – DB Group for further details.
Non-Cash Compensation
Employees, Registered Representatives and Associated Persons of Deutsche Asset Management broker-dealer affiliates must also comply with Financial Industry Regulatory Authority (“FINRA”) Rules governing the payment of Non-Cash Compensation. Non-Cash Compensation encompasses any form of compensation received in connection with the sale and distribution of variable contracts and investment company securities that is not cash compensation, including, but not limited to, merchandise, gifts and prizes, travel expenses, meals and lodging.
For more information on the policy refer to the Deutsche AM Distributors, Inc. Written Supervisory Procedures Manual – AM US.
G. | Rules for Dealing with Governmental Officials and Political Candidates |
(i) | Corporate Payments or Political Contributions |
No corporate or individual Employee payments or gifts of value may be made to any outside party, including any government official or political candidate or official, for the purpose of securing or retaining business for DB or influencing any decision on its behalf.
The Federal Election Campaign Act prohibits corporations and labor organizations from using their general treasury funds to make contributions or expenditures in connection with federal elections, and therefore DB departments may not make contributions to US Federal political parties or candidates. The Political Contributions into the US and US Lobbying Activities Policy does not permit corporate political contributions in federal, state or local elections. It also states that no employee may be compensated by the Firm for, or cause the Firm to reimburse, any Political Contributions.
Under the Foreign Corrupt Practices Act, Bank Bribery Law, Elections Law and other applicable regulations, severe penalties may be imposed on DB and on individuals who violate these laws and regulations. Similar laws and regulations may also apply in various countries and legal jurisdictions where DB does business. See the Anti-Bribery and Corruption Policy - DB Group.
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7 In accordance with regulations and practices in various jurisdictions, as well as the rules of the New York Stock Exchange and FINRA, certain Employees may be subject to more stringent gift-giving and receiving guidelines. In general, these rules apply to the receipt of gifts by and from “associated persons” or where such gratuity is in relation to the business of the employer. If you have any questions regarding your role relative to these rules contact Compliance
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(ii) | Personal Political Contributions |
Employees must pre-clear ALL political contributions before making or soliciting such contributions using Political Contributions, Gifts and Entertainment Management System (“PGEMS”). This includes contributions that are paid from accounts held in the name of the employee and those jointly held with others regardless of who made the contribution. A political contribution made on behalf of an employee's spouse, dependent children and/or unemancipated minors may all also need to be pre-cleared depending on state or municipal reporting requirements.
No personal payments or gifts of value may be made to any outside party, including any government official or political candidate or official, for the purpose of securing business for DB or influencing any decision on its behalf. Employees should always exercise care and good judgment to avoid making any political contribution that may give rise to a conflict of interest or the appearance of conflict. If an AM business unit engages in business with a particular governmental entity or official, Employees should avoid making personal political contributions to officials or candidates who may appear to be in a position to influence the award of business to DB. All political contributions should be made in accordance with AM policies and procedures.
For more information, please see the Political Contributions into the US and US Lobbying Activities Policy.
H. | Confidentiality |
Employees must not divulge contemplated or completed Securities transactions or trading strategies of DB clients to any person, except as required by the performance of such person’s duties and only on a need-to-know basis. In addition, the standards contained in the Information Security Principles – DB Group, the Handling Confidential and Non-Public, Price Sensitive Information and Chinese Walls Policy - DB Group, as well as those within the Code of Professional Conduct – US must be observed.
I. Prohibition of Market Abuse under the European Market Abuse Regulation
Market abuse is unlawful behavior in the financial markets and consists of insider dealing, unlawful disclosure of inside information and market manipulation. Such behavior prevents full and proper market transparency, which is a prerequisite for trading for all economic actors in integrated financial markets.
Under no circumstances shall portfolio management therefore attempt, initiate or participate in any activities that may be considered as a violation of the insider dealing or market manipulation regulations.
The responsibility to abide portfolio management activities within the ruling to avoid market abuse needs to be considered by each portfolio manager/supervisor. Business controls shall be implemented to avoid market abuse regulation.
Suspicious transactions/orders need to be reported to Compliance according to the local process and procedures.
(1) | Market Manipulation |
While the definition of Market Manipulation varies from jurisdiction to jurisdiction, for the purpose of this policy, Market Manipulation is considered to be: (1) any transaction or order
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to trade a financial instrument that gives, or is likely to give, a false or misleading impression as to the supply of, demand for, or price of one or more financial instruments; (2) dissemination of information (by any means) that gives or is likely to give a false or misleading impression; (3) behaviour that is likely to distort the market, and likely to be regarded as a failure to observe the standard of behaviour expected of the person involved; or (4) any transaction or order that secures the price of one or more financial instruments at an abnormal or artificial level (collectively, “Market Manipulation”).
Orders should be considered to have a wide meaning and encompass all types or orders, modifications/updates and cancellation of orders irrespective whether or not they have been executed, irrespective of whether the order has been included in an order-book of the trading venue or the means used to access the trading venue (including direct market access or algorithmic trading).
The scope of market manipulation includes also OTC instruments whose price depends or has an effect on a financial instrument on or admitted to a trading venue, as where a financial instrument is used as a reference price, an OTC traded financial instrument can be used to benefit from manipulated prices or be used to manipulate the price of a financial instrument traded on a trading venue.
Attempted market manipulation is also prohibited.
For details please refer to the Market Conduct Policy – Deutsche Bank Group.
(2) | Insider dealing |
a) | Scope |
Insider dealing is the use of Inside information by
· | acquiring or disposing of financial instruments to which the information relates |
· | cancelling or amending orders to trade where the orders were placed before the person possessed the inside information. |
· | submitting, modifying or withdrawing a bid by a person for its own account of for the account of a third party in relation to auctions of emission allowances or other auctioned product. |
Orders placed before a person possesses inside information generally is not deemed to be insider dealing. However, where a person comes into possession of inside information, there should be a presumption that any subsequent change including cancellation or amendment of an order, constitutes insider dealing. The same applies for an attempt to cancel/amend of an order when being in the possession of inside information. That presumption could, however, be rebutted if the person establishes that he/she did not use the insider information when carrying out the transaction.
Not only insider dealing by portfolio management personnel is prohibited, but also where portfolio management personnel recommend that another person engages in insider dealing, or inducing another person to engage in insider dealing.
For details please refer to the Market Conduct Policy - DB Group.
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8. Supervision
Supervisors and other relevant managers are responsible for instituting reasonable measures designed to achieve compliance with this Code. Such measures include a prompt and thorough review of pre-clearance requests and rejection of inappropriate transactions. If an unusual activity has been identified, the Supervisor, in accordance to the WSP, should escalate the issue to his/her Supervisor or to Human Resources, Compliance, AML and/or Legal as appropriate. If misconduct has been identified, the Supervisor is responsible for taking any remedial and/or disciplinary action, as appropriate in accordance with DB policies and procedures.
Additionally, AM has implemented the Global Supervisory System (“GSS”) which captures the documentation requirements set forth in specific procedures. Supervisors must complete the appropriate GSS certification to facilitate the formal evidence that they performed their supervisory obligations, which includes the review of Code of Ethics.
When reviewing pre-clearance requests for Employee trades, supervisors (or designees) should focus attention on the following:
· | Transactions suggesting misuse of confidential, proprietary or material non-public (inside information, non-public, price-sensitive information (“non-public PSI”), or PSI); |
· | Transactions that appear excessive in terms of known financial resources; |
· | High risk or aggressive transactions or strategies that may be inconsistent with known financial resources or ordinary patterns of trading; |
· | Transactions involving any of the prohibited activities listed in this Code; |
· | Concentration in a specific security that could influence an Employee’s judgment or objectivity in recommending transactions in the same security; |
· | Potential conflicts of interests; |
· | Past, present or future transactions or business in which the Employee has or will be expected to undertake on behalf of DB or clients in connection with the security to be traded; |
· | Frequency of trading, taking into account proportion to working hours; and |
· | The nature of the transaction and relationship it may have to previous transactions. |
For more information, please refer to the Employee and Employee-Related Accounts Trading Policy & Procedures – Americas, APAC, EMEA (ex-Germany) Policy.
The Red Flags process is an integral part of the Bank’s global risk culture initiatives, aimed at embedding a strong risk culture across the Bank. This includes making sure the firm only rewards the right behaviors. Employee trading is one of the categories that will be measured for compliance. An Employee’s Red Flags data will therefore be considered as one of the criteria during performance management, compensation and promotion decisions. Any Employee who violates the Code may be subject to the issuance of a Red Flag resulting in disciplinary actions, including possible termination of employment. In addition, Securities transactions executed in violation of the Code, such as short-term trading or trading during blackout periods, may subject the Employee to unwinding the trade and/or disgorging of the profits or other financial penalties.
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Code of Ethics violations are reported to Business Management on a quarterly basis. Finally, violations and suspected violations of criminal laws will be reported to the appropriate authorities as required by applicable laws and regulations. Additional information regarding the Red Flags Program can be found at the following link:
http://risk.intranet.db.com/content/monitoring_28596.html.
10. Interpretations and Exceptions
Compliance shall have the right to make final and binding interpretations of the Code and may grant an exception to certain of the above restrictions, as long as no abuse or potential abuse is involved. Each Employee must obtain approval from Compliance before taking action regarding such an exception. Any questions regarding the applicability, meaning or administration of the Code shall be referred in advance of any contemplated transaction to Compliance.
11. Business-Line and Infrastructure Controls
In addition to the Supervisory responsibilities described above, all impacted business and infrastructure units are required to adopt, implement, and maintain procedures to ensure compliance with the Code. At a minimum, such procedures must: (i) assign roles and responsibilities for carrying out the procedures; (ii) identify clear escalation paths for identified breaches of the procedures; and (iii) for non-dedicated procedures (i.e., desk manuals), contain a legend or table mapping the procedures to this Policy (e.g., cross-referencing Section or page numbers).
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APPENDIX I
The following entities8 have adopted this Code of Ethics – AM US:
Deutsche Investment Management Americas, Inc.
RREEF Americas LLC
DBX Advisors LLC
DBX Strategic Advisors LLC
Deutsche Bank Investment Managers
Deutsche Bank Securities Inc.
Deutsche AM Distributors, Inc.
___________________________
8The references in the document to Employees include Employees of the entities that have adopted the Code of Ethics – AM US.
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Exhibit (p)(2)
DWS Funds and Germany Funds
Code of Ethics
Last reviewed June 2018
I. General
While affirming its confidence in the integrity and good faith of all of its officers and directors (references to a “director” apply to a trustee if the Fund is a business trust), the Fund recognizes that the knowledge of present or future portfolio transactions and/or, in certain instances, the power to influence portfolio transactions which may be possessed by certain of its officers or directors, could place such individuals, if they engage in personal securities transactions, in a position where their personal interests may conflict with that of the Fund. In view of this and of the provisions of Rule 17j-1(b) under the Investment Company Act of 1940, as amended (“1940 Act”), the Fund has determined to adopt this Code of Ethics to specify and prohibit certain types of personal securities transactions that may create conflicts of interest and to establish reporting requirements and enforcement procedures.
This Code is divided into six parts. The first part contains definitions. The second part contains provisions applicable to any officer, director, trustee or employee of the Funds, Adviser, Sub-Advisers or Distributor. The third part contains provisions applicable to any officer, director, trustee or employee of the Funds, Adviser, Sub-Advisers or Distributor, but excluding Distributor employees and other employees who do not make investment recommendations. The fourth part contains provisions applicable to the Adviser, Sub-Adviser, and distributor. The fifth part contains provisions relating to the review of reports. The final part contains record-keeping and other provisions.
The Adviser imposes stringent reporting requirements and restrictions on the personal securities transactions of its personnel. The Fund has determined that the high standards established by the Adviser may be appropriately applied by the Fund to its officers and those of its directors who are affiliated with the Adviser and, accordingly, may have frequent opportunities for knowledge of and, in some cases, influence over Fund portfolio transactions.
All parts of the Code of Ethics - Asset Management – US (the “Code”), except Part 7, Other Procedures/ Restrictions, are hereby incorporated by reference as the Adviser’s Code of Ethics applicable to officers and directors of the Fund who are officers, directors or employees of DWS or an affiliate thereof.
Rule 17j-1 (c)(1)(ii) requires that a majority of the board of directors, including a majority of the independent directors, must approve the written Code of Ethics.
II. Definitions
For purposes of this Code, the following terms have the meanings set forth as follows:
A. “Access Person” means:
1. | All of a Fund's directors, officers, and general partners, and any Advisory Person of a Fund or of a Fund's Adviser or Sub-Adviser. If an investment adviser's primary business is advising Funds or other advisory clients, all of the investment adviser's directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. |
a) | If an investment adviser is primarily engaged in a business or businesses |
other than advising Funds or other advisory clients, the term Access Person means any director, officer, general partner or Advisory Person of the investment adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Covered Securities being made by the investment adviser to any Fund. |
b) | An investment adviser is "primarily engaged in a business or businesses other than advising
Funds or other advisory clients" if, for each of its most recent three fiscal years or for the period of time since its organization,
whichever is less, the investment adviser derived, on an unconsolidated basis, more than 50 percent of its total sales and revenues
and more than 50 percent of its income (or loss), before income taxes and extraordinary items, from the other business or businesses. |
2. | Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Securities. |
B. | “Adviser” means DWS Investment Management Americas, Inc. or, in the case of the Germany Funds, Deutsche Asset Management International GmbH. |
C. “Advisory Person” is:
1. | any employee, director, general partner, (or any company in a controlled relationship to the Fund or Adviser or Sub-Adviser), trustee or officer of a Fund, Adviser or Sub-Adviser who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the Purchase or Sale of a Security by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and |
2. | any natural person in a Control relationship to a Fund, Adviser or Sub-Adviser who obtains information concerning recommendations made to the Fund with regard to the Purchase or Sale of a Security by the Fund. |
D. | “Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan. |
E. | “Beneficial Ownership” of a Security is to be determined in the same manner as it is for purposes of Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. This means that a person should generally consider himself or herself the beneficial owner of any securities of which he or she shares in the profits, even if he or she has no influence on voting or disposition of the securities. |
F. | “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. |
Section 2(a)(9) defines “control” as the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company’s outstanding voting securities is presumed to give the holder thereof control over the company. Such presumption may be countered by the facts and circumstances of a given situation. |
G. | “Covered Persons” means any officer, director, trustee or employee of the Funds, Adviser, Sub-Advisers or Distributor. |
H. | “Derivative” means options, futures contracts, options on futures contracts, swaps, caps and the like, where the underlying instrument is a Security, a securities index, a financial indicator, or a precious metal. |
I. | “Distributor” means DWS Distributors, Inc. for the DWS Funds (excluding closed-end funds) only. |
J. | “Compliance Department” means the DWS Compliance Department and/or Deutsche Bank’s Employee Compliance Group. |
K. | “Fund” means any fund overseen by any of the board of directors for any DWS Fund or Germany Fund. |
L. | “Independent Director” means a director or trustee of a Fund who is not an “interested person” of the Fund within the meaning of Section 2 (a)(19) of the 1940 Act. |
M. “Investment Personnel” means:
1. | Any employee of the Fund or Adviser or Sub-Adviser (or of any company in a control relationship to the Fund or Adviser or Sub-Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the Purchase or Sale of Securities by the Fund. |
2. | Any natural person who controls the Fund or Adviser and who obtains information concerning recommendations made to the Fund regarding the Purchase or Sale of Securities by the Fund. |
N. | “Initial Public Offering” or “IPO” means an offering of securities registered under the Securities Act of 1933 [15 U.S.C. 77a], the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934 [15 U.S.C. 78m or 78o(d)]. |
O. | “Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) [15 U.S.C. 77d(2) or 77d(6)] or pursuant to rule 504, rule 505, or rule 506 [17 CFR 230.504, 230.505, or 230.506] under the Securities Act of 1933. |
P. | “Purchase or Sale of a Security” means obtaining or disposing of “Beneficial Ownership” of that Security and includes, among other things, the writing of an option to purchase or sell a Security. |
Q. | “Review Officer” means the person responsible for receiving and reviewing quarterly and annual reports submitted by the Independent Directors as designated on Appendices A, B |
and C, respectively. |
R. | “Security” shall have the same meaning as that set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (including repurchase agreements) and shares issued by registered, open-end investment companies not advised by DWS or its affiliates. The term “Security” includes any separate security which is convertible into, exchangeable for or which carries a right to purchase a security and also includes derivatives. |
S. | “Sub-Adviser” means any registered investment adviser to any of the DWS Funds, to whom the Adviser delegates certain investment management responsibilities. |
III. General Principles Applicable to Covered Persons
A. Introduction
Although certain provisions of this Code of Ethics apply only to Access Persons, all Covered Persons are subject to the prohibitions of Rule 17j-1 against fraudulent, deceptive and manipulative practices and to the general fiduciary principles as set forth in III.B., III.C. and III.D. below.
Every Covered Person should appreciate the need to behave in an ethical manner with respect to the Funds. In particular, all Covered Persons who are involved in any way with the activities of a Fund should be wary of any potential conflicts between their duty of loyalty to a Fund and their own financial interests, particularly with respect to their own securities trading activities. Covered Persons should take care to preserve the confidentiality of the Funds’ business affairs. Covered Persons who are not “Access Persons” but who become aware of proposed fund securities transactions should not engage in transactions in those same securities without the permission of the Chief Compliance Officer of the Fund (or his designee). Otherwise, Covered Persons who are not Access Persons are not limited in their personal securities transactions by this Code, but such Covered Persons are encouraged to consult with the Compliance Department if they have any doubts about the applicability of the Code of Ethics to any proposed transaction.
B. | This Code applies to Independent Directors or other persons who are not subject to a separate Code of Ethics. |
C. Statement of General Fiduciary Principles
The following principles are the policy of the Fund and are the obligations of all Covered Persons:
1. | It is the duty of all Covered Persons at all times to place the interests of Fund shareholders first. |
2. | All personal securities transactions must be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility. |
3. | Covered Persons must not take inappropriate advantage of their positions or the information they acquire, with or on behalf of a Fund, Adviser, Sub-Adviser and/or |
Distributor, to the detriment of shareholders of the Fund. |
D. Fraudulent Practices
Rule 17j-1(b) makes it unlawful for any Covered Person, in connection with the purchase or sale, directly or indirectly, by the person of a Security held or to be acquired by the Fund, to:
1. | employ any device, scheme or artifice to defraud a Fund; |
2. | make to a Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; |
3. | engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a Fund; or |
4. | engage in any manipulative practice with respect to a Fund. |
E. Sanctions
1. | If the Compliance Department finds that a violation has occurred, it shall impose upon the individual such sanctions as deemed appropriate and, if the violation or the sanction is deemed material, shall report the violation and the sanction imposed to the directors of the Fund. The sanctions that may be imposed hereunder include, without limitation, reversing the improper personal securities transaction and/or disgorging any profit realized, censure, imposition of restrictions on personal trading, fines, and/or termination of employment. |
2. | No person shall participate in a determination of whether he/she has committed a violation of the Code or of the imposition of any sanction against himself/herself. If a securities transaction of a member of the Compliance Department is under consideration, the remaining members of the Compliance Department shall make the determination of whether a violation has occurred and any sanction. |
IV. Reporting Requirement for All Access Persons.
A. | Unless excepted by paragraph B of this section, every Access Person (other than a person covered by a separate Code pursuant to Section V) of a Fund (other than a money market fund or a Fund that does not invest in Securities) and every Access Person of an investment adviser of or principal underwriter (other than a person covered by a separate Code pursuant to Section V) for the Fund, must file the reports detailed in paragraphs C, D, and E of this section. |
1. Investments in IPOs and Private Placements.
Investment Personnel of a Fund or its Adviser are prohibited from purchasing or subscribing for Securities pursuant to an initial public offering. Prior to effecting a transaction in private Securities (i.e., Securities not requiring registration with the Securities and Exchange Commission and sold directly to the investor), all employees must first, in accordance with Deutsche Bank policy, obtain the approval of his/her supervisor and then pre-clear the transaction with the Central Compliance Department, including completing the questionnaire. Any person who has previously purchased privately-placed Securities must disclose such purchases to the Compliance Department before he or she participates in a
fund’s or an advisory client’s subsequent consideration of an investment in the Securities of the same or a related issuer.
B. Exemptions.
1. | A person need not make a report under paragraph A of this section with respect to transactions effected for, and Securities held in, any account over which the person has no direct or indirect influence or control. |
2. | An Independent Director of the Fund who would be required to make a report solely by reason of being a Fund director, need not make: |
a) | An Initial Holdings Report under paragraph C of this section and an Annual Holdings Report under paragraph D of this section; and |
b) | A Quarterly Transaction Report under paragraph E of this section, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director's transaction in a Security, the Fund purchased or sold the Security, or the Fund or its investment adviser considered purchasing or selling the Security. |
3. | All Access Persons shall not be required to make a quarterly transaction report under paragraph D of this section with respect to purchases that are part of an Automatic Investment Plan. |
C. | Initial Holdings Reports. Within ten (10) days of commencing service as an Access Person, each Access Person must report all holdings of securities in which he/she has beneficial ownership (use Appendix B). These Access Persons must file such reports even if they have no holdings. The information in the initial holding report must be current to forty-five (45) days of the date the person becomes an Access Person. The initial holding report must include: |
1. | The title, number of shares and principal amount of each Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person; |
2. | The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and |
3. | The date that the report is submitted by the Access Person. |
D. | Annual Holdings Reports. Annually, all Access Persons shall also submit an Annual Holdings Report which includes an acknowledgement of obligations under the Fund’s Code of Ethics (use Appendix C) within forty-five (45) days of such report being requested from a Access Person by the Review Officer or his/her alternate. The Annual Holdings Report must include: |
1. | The title, number of shares and principal amount of each covered Security in which the Access Person had any direct or indirect beneficial ownership; |
2. | The name of any broker, dealer or bank with whom the Access Person maintains an |
account in which any securities are held for the direct or indirect benefit of the Access Person; and |
3. | The date that the report is submitted by the Access Person. |
E. | Quarterly Transaction Reports. Every quarterly transaction report shall indicate the date it was submitted and be made not later than thirty (30) days after the end of the calendar quarter in which the transaction to which the report relates was effected. Attachment B shall be used to report transactions required to be reported pursuant hereto. The quarterly transaction report must include: |
1. | With respect to any transaction during the quarter in a covered Security in which the Access Person had any direct or indirect beneficial ownership: |
a) | The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each covered Security involved; |
b) | The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
c) | The price of the covered Security at which the transaction was effected; |
d) | The name of the broker, dealer or bank with or through which the transaction was effected; and |
e) | The date that the report is submitted by the Access Person. |
2. | With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person: |
a) | The name of the broker, dealer or bank with whom the Access Person established the account; |
b) | The date the account was established; and |
c) | The date that the report is submitted by the Access Person. |
V. Requirements Applicable to Adviser, Sub-Adviser, and Distributor
A. | The requirements of this Code of Ethics are not applicable to any Covered Person or Access Person to the Fund who is subject to a separate Code of Ethics adopted by an Adviser, Sub-Adviser, or Distributor of the Fund (as such terms are defined in Appendix A), provided that: |
1. | such Code of Ethics complies with the requirements of Rule 17j-1 and has been approved by the Board of Directors/Trustees of the Fund; and |
2. | such Adviser, Sub-Adviser, or Distributor has certified to the Board of Directors/Trustees of the Fund that it has adopted procedures reasonably necessary to |
prevent Access Persons from violating such Code of Ethics. |
B. Each Adviser, Sub-Adviser, and Distributor shall:
1. | submit to the Fund a copy of its Code of Ethics adopted pursuant to Rule 17j-1; |
2. | promptly report to the Fund in writing any material amendments to such Code; |
3. | furnish to the Fund upon request (and in any event no less than quarterly) written reports which: |
a. | describe any issues arising under its Code of Ethics or procedures during the period specified including (but not limited to) information about material violations of the Code or procedures and sanctions imposed in response to material violations; and |
b. | certify that it has adopted procedures reasonably necessary to prevent an Access Persons from violating its Code. |
C. Exception for Distributor.
Pursuant to Rule 17j-1; the requirements set forth in V.A. and V.B. do not apply to the Distributor unless:
1. | the Distributor is an affiliated person of the Fund or of the Fund’s investment adviser; or |
2. | an officer, director or general partner of the Distributor serves as an officer, director or general partner of the Fund or of the Fund’s investment adviser. |
VI Review of Reports and Sanctions
A. Review.
1. | The Review Officer shall compare the reported personal holdings and personal securities transactions with completed and contemplated portfolio transactions of the Fund to determine whether a violation of this Code may have occurred. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material. |
2. | If the Review Officer determines that a violation of this Code has or may have occurred, he/she shall submit his/her written determination, together with the reports and any additional explanatory material provided by the individual to the Compliance Department, who shall make an independent determination of whether a violation has occurred. |
3. | The Review Officer may appoint an alternate to act as Review Officer. |
B. Sanctions.
1. | Directors. If the Compliance Department determines that a violation of the Fund Code has occurred by a Director, the Compliance Department shall so advise a |
committee consisting of the Independent Directors, other than the person whose transaction is under consideration, and shall provide the committee with the report, the record of pertinent actual or contemplated portfolio transactions of the Fund and any additional material supplied by such person. The committee, at its option, shall either impose such sanction as it deems appropriate or refer the matter to the entire board of directors, which shall impose such sanctions as are deemed appropriate. The sanctions that may be imposed hereunder include, without limitation, reversing the improper personal securities transaction and/or disgorging any profit realized, censure, imposition of restrictions on personal trading and fines. |
2. | Non-Directors. If the Compliance Department determines that a violation of the Fund Code has occurred by any Access Person other than a Director, the procedures of the Code of Ethics – AM US or the relevant Sub-adviser’s Code of Ethics should be used. |
VII. Miscellaneous
A. Annual Report.
The Review Officer or the Review Officer’s alternate shall report annually to the board of directors concerning issues arising under this Code or existing procedures and any material changes to those procedures, as well as any material violations and sanctions imposed during the past year which related to the Fund. Such report shall be in writing and include any certification required by law. Such report may be made jointly with the report provided by the Adviser pursuant to the Adviser’s Code or, if made separately, need not duplicate information provided in the Adviser’s report.
B. Records.
The Fund shall maintain records in the manner and to the extent set forth below, which records may be maintained on microfilm or such other medium permitted under Rule 31a-2(f) of the 1940 Act and shall be made available for examination by representatives of the Securities and Exchange Commission.
1. | A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place; |
2. | A record of any violation of such code(s) of ethics and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs; |
3. | A copy of each report made by an Access Person pursuant to such code(s) of ethics, including any information provided in lieu of such reports, shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made or the information is provided, the first two years in an easily accessible place; |
4. | A list of all persons who are, or within the past five years have been, required to make reports pursuant to such code(s) of ethics shall be maintained in an easily accessible place; |
5. | A list of names of all persons who are, or within the past five years, have been responsible for reviewing any transaction or holdings reports filed pursuant to such |
code(s) shall be maintained in an easily accessible place; and |
6. | A copy of each report made to the board of directors pursuant to such code(s) shall be maintained for at least five (5) years after the end of the fiscal year in which it was made, the first two (2) years in an easily accessible place. |
C. Amendments to Fund’s Code of Ethics.
Any material amendments to this Code shall be approved by the board of directors of the Fund, including a majority of Independent Directors.
D. Confidentiality.
All reports of securities transactions and any other information filed with the Fund pursuant to this Code shall be treated as confidential, except as otherwise provided herein.
E. Interpretation of Provisions.
The board of directors may from time to time adopt such interpretations of this Code as it deems appropriate.
F. Reports Are Not Admissions.
Any transaction or holdings report may contain a statement that the report shall not be construed as an admission by the person making such report that he/she has any direct or indirect beneficial ownership in the security to which the report relates.
APPENDIX A
QUARTERLY PERSONAL SECURTIES TRANSACTIONS REPORT FOR INDEPENDENT DIRECTORS
An Independent Director is required to complete this report ONLY if the Director knew or, in the ordinary course of fulfilling his/her official duties as a Fund director or trustee should have known, that during the 15-day period immediately before or after the director’s or trustee’s transaction, such Security is or was Purchased or Sold, or considered for Purchase or Sale, by a Fund. Reports are due within 30 calendar days after the end of the calendar quarter.*
Name of Reporting Person:
Calendar Quarter Ended:
Securities Transactions
Date of Transaction | Name of Issuer and Title of Security | Number of Shares, Principal Amount, Maturity Date and Interest Rate (if applicable) | Type of Transaction | Price | Name of Broker, Dealer or Bank Effecting Transaction | Disclaim Beneficial Ownership? (indicate by “X”)** |
Broker Who Established Account |
Date Account Established |
I certify that I have included on this report all securities transactions required to be reported pursuant to the Code of Ethics.
Signature Date
Please return this form to: Scott Hogan via email at scott-d.hogan@dws.com or mail at DWS Compliance, One International Place, 12th Floor, Boston, MA 02110, USA.
Questions should be directed to Scott Hogan at (617) 295-3986.
* This reporting requirement shall not be applicable to trading activity in passively managed index funds
**
If you do not want this report to be construed as an admission that you have Beneficial Ownership of
a particular security, please
indicate this by marking an “X” in the box.
NOTE: Use additional forms if necessary to report all transactions.
SALES OR OTHER DISPOSITIONS
Security Type | Units |
Ticker/ Cusip |
Issuer/ Company | Trade Date | Price |
Principal Amount |
Broker/ Dealer/Bank(1) |
Acct # |
Interest Rate(2) |
Maturity Date(2) |
Gift/ AIP/NBI(3) |
PURCHASES OR OTHER ACQUISITIONS
Security Type | Units |
Ticker/ Cusip |
Issuer/ Company |
Trade Date | Price |
Principal Amount |
Broker/ Dealer/Bank(1) |
Acct # |
Interest Rate(2) |
Maturity Date(2) |
Gift/ AIP/NBI(3) |
DID YOU ESTABLISH ANY INVESTMENT ACCOUNTS (I.E., BROKER/DEALER/BANK) THIS QUARTER? IF SO INSERT THE FOLLOWING INFORMATION BELOW:
Name of Broker, Dealer or Bank where account was
established
Account Number
Date Account was opened
FOOTNOTES
(1) If you have made a direct issuer trade (i.e. traded directly with the company) enter N/A in this column.
(2) For Fixed Income securities only.
(3) Indicate here if transaction is a Gift, Automatic Investment Plan (AIP), or No Beneficial Ownership (NBI-you claim that you do not have any direct or indirect beneficial ownership in such transactions).
APPENDIX B
PERSONAL SECURITIES HOLDINGS REPORT
Name____________________________________________ (print) |
Return To:
Scott Hogan via email at scott-d.hogan@dws.com or mail at DWS Compliance, One International Place, 12th Floor, Boston, MA 02110, USA
Symbol (or CUSIP) |
Issuer/Company | Security Type | Principal Amt. |
Number of Shares
|
Name of Broker/Dealer or Bank |
Account Number |
Name in which Security/Acct. is held |
The undersigned does not by this report admit that he/she has any direct or indirect beneficial ownership in the securities listed.
□ I certify that the securities listed above and/or the holdings statements attached reflect all my reportable securities holdings as of a date not earlier than 45 days prior to the date of my submission of this Report.
□ I currently have no reportable securities holdings to report.
Not all securities are required to be reported. Please see Section II.S. for a definition of reportable securities.
__________________________ _____________
Signature Date
APPENDIX C
Return Completed Form to: Scott Hogan via email at scott-d.hogan@dws.com or mail at DWS Compliance, One International Place, 12th Floor, Boston, MA 02110, USA.
Annual Holdings Under the Fund’s Code of Ethics
___________________________________________
Name (print clearly)
I. CODE OF ETHICS
I understand that my signature below means that I have read/reread and understand the Fund’s Code of Ethics. Further, I have reported all personal holdings and transactions required to be reported pursuant to the requirements of the Code and have complied with the provisions of the Code of Ethics applicable to me over the past year and will continue to comply with such provisions.
II. CHECK THE APPROPRIATE STATEMENTS:
(a) [ ] I am an Affiliated Director:
(b) [ ] I am an Unaffiliated but not an Independent Director:
(1) The following is a complete list of all broker, dealer or bank accounts that contain holdings wherein I have beneficial ownership:
Account Number | Broker Name |
and
(2) [ ] I have arranged for provision of a complete report of all my holdings information in the form of duplicate account statements for all of my covered accounts. (Only those securities meeting the definition set in Section II.Q. need to be reported); or
(3) [ ] I have not arranged for provision of all of my holdings, so I have submitted a supplemental report of all current holdings concurrently herewith (Use Appendix B to list additional holdings not on file).
Signature Date
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