Statement of
Additional Information
August 1,
2022
CASH
ACCOUNT TRUST
|
DWS
Government & Agency Securities Portfolio | ||
|
CLASS/TICKER |
SERVICE
SHARES |
CAGXX |
|
|
|
|
DWS
Tax-Exempt Portfolio | ||
|
CLASS/TICKER |
SERVICE
SHARES |
CHSXX |
This
combined Statement of Additional Information (“SAI”) is not a
prospectus and should be read in conjunction with the
prospectus for each fund dated August 1,
2022, as supplemented, a
copy of which may be obtained
without charge by calling (800) 730-1313; by
visiting dws.com (the Web site does
not
form a part of this SAI); or from the firm from which this SAI was
obtained. This SAI is incorporated by reference into
the prospectus.
Portions
of the Annual Report to Shareholders of each fund are
incorporated herein by reference, and are hereby deemed to be
part of this SAI. Reports to Shareholders may
also be obtained without charge by calling the
number provided in the preceding paragraph.
This
SAI is divided into two Parts—Part
I and Part II. Part I contains
information that is specific to each fund, while Part II
contains information that generally applies to each of
the funds in the DWS funds.
Part
I
Definitions
“1933 Act” – the Securities
Act of 1933, as amended
“1934 Act” – the Securities
Exchange Act of 1934, as amended
“1940 Act” – the Investment
Company Act of 1940, as amended
“Code” – the Internal
Revenue Code of 1986, as amended
“SEC” – the Securities
and Exchange Commission
“DIMA” or “Advisor” or “Administrator” – DWS Investment
Management Americas, Inc., 875 Third Avenue, New York,
New York 10022
“DDI” or “Distributor” – DWS Distributors,
Inc., 222 South Riverside Plaza,
Chicago, Illinois 60606
“DSC” or “Transfer
Agent” – DWS Service
Company, 222 South Riverside
Plaza, Chicago, Illinois 60606
“DWS” – refers to the
asset management activities conducted by DWS
Group GmbH & Co. KGaA or any of its subsidiaries,
including the Advisor and other affiliated investment
advisors
“DWS
funds” – the US registered
investment companies advised by
DIMA
“DWS
Group” – DWS Group GmbH
& Co. KGaA, a separate,
publicly-listed financial services firm that is an indirect,
majority-owned subsidiary of Deutsche Bank AG
“Board
Members” – Members of the
Board of Trustees of the
Trust
“Board” – Board of Trustees
of the Trust
“Independent Board
Members”– Board Members who
are not
interested persons (as defined in the 1940 Act) of the fund, the
investment advisor or the distributor
“fund” or “series” – DWS Government
& Agency Securities Portfolio
and/or DWS Tax-Exempt Portfolio as the context may
require
“Custodian” – State Street Bank
and Trust Company, State Street Financial
Center, One Lincoln Street, Boston, Massachusetts
02111
“Fund Legal
Counsel” – Vedder Price
P.C., 222 North LaSalle Street,
Chicago, Illinois 60601
“Trustee/Director
Legal Counsel” – Ropes & Gray
LLP, Prudential Tower,
800 Boylston Street, Boston, Massachusetts 02199
“Trust” – Cash Account
Trust
“Business
Day” – Monday through
Friday except holidays
“Independent
Registered Public Accounting Firm” – Ernst
&
Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116
“NRSRO” – a nationally
recognized statistical rating organization
“Moody’s” – Moody’s Investors
Service, Inc., a NRSRO
“Fitch” – Fitch Ratings, a
NRSRO
Fund
Organization
DWS
Government & Agency Securities Portfolio and DWS Tax-Exempt Portfolio
are each a series of Cash Account Trust, a registered
open-end management investment company, organized
as a business trust under the laws of Massachusetts on
March 2, 1990. The Trust is governed by an Amended and
Restated Declaration of Trust dated March 17, 1990, as
may be further amended from time to time (the
“Declaration of
Trust”). The Trust may
issue an unlimited number
of shares of beneficial interest in one or more series
or “funds,” all having no par
value, which may be divided
by the Board of Trustees into classes of shares, subject
to compliance with the SEC regulations permitting the
creation of separate classes of shares. The Trust is
currently divided into two series: DWS Government &
Agency Securities Portfolio and DWS Tax-Exempt
Portfolio. Additional information for the Trust is further described
in Part II
under
“Fund
Organization.”
On
February 15, 2017, Government & Agency Securities Portfolio was
renamed Deutsche Government & Agency Securities Portfolio
and Tax-Exempt Portfolio was renamed Deutsche Tax-Exempt
Portfolio. On July 2, 2018, Deutsche Government &
Agency Securities Portfolio was renamed
I-1
DWS
Government & Agency Securities Portfolio and Deutsche Tax-Exempt
Portfolio was renamed DWS Tax-Exempt
Portfolio.
Management
of each Fund
Board Members, Advisory Board
Members, and
Officers’
Identification and Background
The
identification and background of the Board Members and officers are set
forth in Part
II—Appendix
II-A.
Board Committees and
Compensation
Compensation
paid to the Independent Board Members, for certain
specified periods is set forth in Part I—
Appendix I-C. Information regarding the committees of the Board, is set forth in Part I—Appendix I-B.
Appendix I-C. Information regarding the committees of the Board, is set forth in Part I—Appendix I-B.
Board Member Share Ownership and
Control Persons
Information
concerning the ownership of fund shares by Board Members and
officers, as a group, as well as the dollar range
value of each Board Member’s share ownership in each
fund and, on an aggregate basis, in all DWS funds
overseen, by investors who control the fund, if any, and by
investors who own 5% or more of any class of fund
shares, if any, is set forth in Part I—
Appendix I-A.
Appendix I-A.
Portfolio Management
Information
regarding each fund’s portfolio manager(s), including other
accounts managed, compensation, ownership of fund
shares and possible conflicts of interest, is set forth in
Part I—Appendix
I-D and Part II – Appendix II-B. This section does
not apply to money market
funds.
Service Provider
Compensation
Compensation
paid by each fund to certain of its service providers for
various services, including investment advisory,
administrative, transfer agency, and, for certain funds, fund
accounting services and subadvisory services, is set forth in
Part I—Appendix
I-E. For information
regarding payments
made to DDI, see Part
I—
Appendix I-F. The service provider compensation and underwriting and sales commission information is not applicable to new funds that have not completed a fiscal reporting period. Fee rates for services of the above-referenced service providers are included in Part II – Appendix II-C.
Appendix I-F. The service provider compensation and underwriting and sales commission information is not applicable to new funds that have not completed a fiscal reporting period. Fee rates for services of the above-referenced service providers are included in Part II – Appendix II-C.
Sales
Charges, Distribution Plan Payments
and Administrative Services Fees
Sales Charges
Initial
sales charges and any contingent deferred sales charges (CDSC) paid
in connection with the purchase and sale of fund
shares for the three most recent fiscal years are set forth
in Part I—Appendix
I-F. This
information is not applicable
to funds/classes that do not impose sales
charges, or to new funds/classes that have not completed a
fiscal reporting period.
Distribution and Service
Agreements and Plan Payments
Payments
made by each fund for the most recent fiscal year under each
fund’s Distribution and Service Agreements and Rule 12b-1
Plan, as applicable, are set forth in Part I—Appendix
I-G. This information
is not applicable to funds/classes
that do not incur expenses paid in connection with
Distribution and Service Agreements and Rule 12b-1
Plans, or to new funds/classes that have not completed a
fiscal reporting period.
Portfolio
Transactions, Brokerage Commissions
and Securities Lending Activities
Portfolio Turnover
The
portfolio turnover rates for the two most recent fiscal years are set forth
in Part I—Appendix
I-H. This section
does
not apply to money market funds or to new funds that have not
completed a fiscal reporting period.
Brokerage Commissions
Total
brokerage commissions paid by each fund for the three most recent
fiscal years are set forth in Part I—
Appendix I-H. This section does not apply to new funds that have not completed a fiscal reporting period.
Appendix I-H. This section does not apply to new funds that have not completed a fiscal reporting period.
Each
fund's policy with respect to portfolio transactions and brokerage is set
forth under “Portfolio
Transactions” in Part II of this
SAI.
Securities Lending
Activities
Information
regarding securities lending activities of each fund, if any, during
its most recent fiscal year is set forth in Part I—Appendix
I-J.
I-2
Additional
information regarding securities lending in general is set forth
under “Lending of Portfolio
Securities”
in
Part II of this
SAI.
Investments
Investments, Practices and
Techniques, and Risks
Part
I—Appendix
I-I includes a list of
the investments, practices and
techniques, and risks which each fund may employ (or
be subject to) in pursuing its investment
objective. Part
II—Appendix
II-G
includes a description of
these investments, practices and techniques, and
risks.
Investment
Restrictions
Unless
otherwise stated, the policies below apply to each fund.
Except
as otherwise indicated, each fund’s investment objective and
policies are not fundamental and may be changed without a
vote of shareholders. There can be no assurance that
each fund’s investment objective will be met.
Any
investment restrictions herein which involve a maximum percentage
of securities or assets shall not be considered to be
violated unless an excess over the percentage occurs
immediately after, and is caused by, an acquisition or
encumbrance of securities or assets of, or borrowings
by, a fund, except as described below with respect to
asset coverage for fund borrowings.
Each
fund has elected to be classified as a diversified series of an
open-end management investment company. A diversified fund
may not, with respect to 75% of total assets, invest more
than 5% of total assets in the securities of a
single issuer (other than cash and cash items, US government
securities or securities of other investment
companies) or invest in more than 10% of the outstanding
voting securities of such issuer. A fund's election to be
classified as diversified under the 1940 Act may not be
changed without the vote of a majority of the outstanding
voting securities (as defined herein) of the fund. Each
fund is also subject to additional diversification requirements
imposed by Rule 2a-7 under the 1940
Act.
The
following fundamental policies may not be changed without the approval
of a majority of the outstanding voting securities of a fund
which, under the 1940 Act and the
rules
thereunder and as used in this SAI, means the lesser of (1) 67% or more
of the voting securities present at such meeting, if the
holders of more than 50% of the outstanding voting
securities of a fund are present or represented by
proxy, or (2) more than 50% of the outstanding voting
securities of a fund.
As
a matter of fundamental policy, a fund may not do any of the
following:
(1)
borrow money, except
as permitted under the 1940 Act, as interpreted
or modified by regulatory authority having
jurisdiction, from time to time.
(2)
issue senior
securities, except as permitted under the 1940 Act, as
interpreted or modified by regulatory authority
having jurisdiction, from time to
time.
(3)
purchase or sell
commodities, except as permitted by the 1940 Act, as
interpreted or modified by regulatory authority
having jurisdiction, from time to
time.
(4)
engage in the
business of underwriting securities issued by others,
except to the extent that the fund may be deemed to be
an underwriter in connection with the disposition
of portfolio securities.
(5)
purchase or sell
real estate, which term does not include securities
of companies which deal in real estate or mortgages
or investments secured by real estate or interests
therein, except that the fund reserves freedom of
action to hold and to sell real estate acquired as a
result of the fund’s ownership of
securities.
(6)
make loans except as
permitted under the 1940 Act, as interpreted
or modified by regulatory authority having
jurisdiction, from time to time.
(7)
(for DWS Government
& Agency Securities Portfolio only) concentrate
its investments in a particular industry, as that
term is used in the 1940 Act, as interpreted or
modified by regulatory authority having jurisdiction, from
time to time.
(8)
(for DWS Tax-Exempt
Portfolio only) concentrate its investments in a
particular industry, excluding US Government
obligations, as that term is used in the 1940 Act, as
interpreted or modified by regulatory authority having
jurisdiction, from time to time.
I-3
(9)
(for DWS Tax-Exempt
Portfolio only) consider certain “private
activity” bonds (i.e., those
subject to AMT) to be Municipal
Securities for purposes of the 80% limitation in
compliance with the position of the staff of the
Securities and Exchange Commission (the “SEC”). This is a
fundamental policy so long as the staff of the
SEC maintains its position, after which it would
become nonfundamental.
With
regard to the fundamental concentration restriction policy
above for the DWS
Tax-Exempt Portfolio, for purposes of
determining the concentration of the fund's total assets,
industrial development or other private activity bonds ultimately
payable by companies within the same industry will be
considered as if they were issued by issuers in the same
industry.
The
following is intended to help investors better understand the meaning of a
fund’s fundamental policies by briefly describing
limitations, if any, imposed by the 1940 Act. References to
the 1940 Act below may encompass rules, regulations
or orders issued by the SEC and, to the extent deemed
appropriate by the fund, interpretations and guidance
provided by the SEC staff. These descriptions are
intended as brief summaries of such limitations as of
the date of this SAI; they are not comprehensive and they are
qualified in all cases by reference to the 1940 Act
(including any rules, regulations or orders issued by the SEC
and any relevant interpretations and guidance provided by
the SEC staff). These descriptions are subject to
change based on evolving guidance by the appropriate
regulatory authority and are not part of a fund’s fundamental
policies.
The
1940 Act generally permits a fund to borrow money in amounts of up to
33 1∕3% of its total
assets from banks for any purpose. The
1940 Act requires that after any borrowing from a
bank, a fund shall maintain an asset coverage of at least
300% for all of the fund’s borrowings, and, in the event
that such asset coverage shall at any time fall below
300%, a fund must, within three days thereafter (not
including Sundays and holidays), reduce the amount of its
borrowings to an extent that the asset coverage of all of a
fund’s borrowings shall be at least 300%. In addition, a
fund may borrow up to 5% of its total assets from
banks or other lenders for temporary purposes (a loan is
presumed to be for temporary purposes if it is
repaid within 60 days and is not extended or renewed). For
additional information, see “Borrowing”
in
Part II — Appendix II-G.
Under
the 1940 Act, a senior security does not include any promissory note
or evidence of indebtedness where such loan is for
temporary purposes only and in an amount
not
exceeding 5% of the value of the total assets of a fund at the time the
loan is made (a loan is presumed to be for temporary
purposes if it is repaid within 60 days and is not extended
or renewed). The SEC and/or its staff has indicated that
certain investment practices may raise senior security
issues unless a fund takes appropriate steps to segregate
assets against, or cover, its obligations. A fund is permitted
to engage in the investment practices described
in its prospectus and in its SAI.
For
additional information regarding the fund’s asset segregation practices, see
“Asset
Segregation” in Part II — Appendix II-G.
At
present, the 1940 Act does not set forth a maximum percentage of a
fund’s assets that may be invested in commodities.
Under
the 1940 Act, a fund generally may not lend portfolio securities
representing more than one-third of its total asset value
(including the value of collateral received for loans of portfolio
securities).
The
SEC staff currently interprets concentration to mean investing more than
25% of a fund’s assets in a particular industry or group of
industries (excluding US government securities).
Other Investment
Policies. The Board has
adopted certain additional
non-fundamental policies and restrictions which are observed
in the conduct of a fund’s affairs. They differ from
fundamental investment policies in that they may be changed
or amended by action of the Board without requiring
prior notice to, or approval of, the shareholders.
As a matter of
non-fundamental policy:
(1)
(for DWS Tax-Exempt
Portfolio only) the fund may not acquire
securities of other investment companies, except as
permitted by the 1940 Act and the rules,
regulations and any applicable exemptive order
issued thereunder.
(2)
(for DWS Tax-Exempt
Portfolio only) the fund may
invest
more than 25% of its assets in municipal securities that are
repayable out of revenue streams generated from
economically related projects or facilities, if such
investment is deemed necessary or appropriate by
the fund’s Advisor.
I-4
(3)
(for DWS Tax-Exempt
Portfolio only) the fund may
invest
more than 25% of its total assets in industrial development
bonds.
(4)
(for DWS Tax-Exempt
Portfolio only) the fund will not purchase
participation interests unless in the opinion of bond
counsel, counsel for the issuers of such participations
or counsel selected by the Advisor, the
interest from such participations is exempt from regular
federal income tax for the fund.
(5)
the fund may only
use banks which, in the opinion of the Advisor, are
of investment quality comparable to other permitted
investments of the fund for letter of credit
backed investments.
(6)
the fund will enter
into when-issued or delayed delivery
transactions for the purpose of acquiring securities and not
for the purpose of leverage.
(7)
(for DWS Tax-Exempt
Portfolio only) the fund may invest without limit
in Participation Certificates, but it is currently
anticipated that such investments will not exceed 25% of
the fund's assets.
Pursuant
to federal regulations effective for DWS Tax-Exempt
Portfolio, the Advisor considers whether a security presents
minimal credit risks based on its evaluation of various factors
which includes an analysis of the capacity of the
security’s issuer or guarantor to meet its financial
obligations as well as consideration of other factors, including
with respect to the issuer or guarantor: (i) financial
condition, (ii) sources of liquidity, (iii) ability to react to future
market-wide and issuer specific events, including ability to
repay debt in a highly adverse situation; and (iv) position
within its industry and industry strength within the economy
and relative to economic trends and the issuer’s or
guarantor’s competitive position within its
industry.
Taxes
Important
information concerning the tax consequences of an investment in
each fund is contained in Part II—
Appendix II-H.
Appendix II-H.
Independent
Registered Public Accounting
Firm, Reports to Shareholders and
Financial Statements
Ernst
& Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116, an
independent registered public accounting firm,
audits the financial statements of each
fund
and provides other audit, tax and related services. Shareholders will
receive annual audited financial statements and semi-annual
unaudited financial statements.
The
financial statements, together with the report of the Independent
Registered Public Accounting Firm, financial
highlights
and notes to financial statements in the Annual Report to the Shareholders of each
fund, dated April 30, 2022, are incorporated
herein by reference and are hereby deemed to be a part
of this combined SAI.
Additional
Information
For
information on CUSIP numbers and fund fiscal year end information, see
Part I—Appendix
I-K.
I-5
Part I:
Appendix I-A—Board
Member Share Ownership and Control Persons
Board Member Share Ownership in
each fund
The
following tables show the dollar range of equity securities beneficially owned
by each current Board Member in each fund and in DWS
funds as of December 31, 2021.
Dollar Range of Beneficial
Ownership(1)
|
Board
Member |
DWS Government & Agency
Securities Portfolio |
DWS Tax-Exempt
Portfolio |
|
Independent
Board Member: | ||
|
John
W. Ballantine |
None |
None |
|
Dawn-Marie
Driscoll |
None |
None |
|
Keith
R. Fox |
None |
None |
|
Richard
J. Herring |
None |
None |
|
William
McClayton |
None |
None |
|
Rebecca
W. Rimel |
None |
None |
|
William
N. Searcy, Jr. |
None |
None |
|
|
DWS Government & Agency
Securities Portfolio |
DWS Tax-Exempt
Portfolio |
|
Independent
Board Member: | ||
|
Chad
D. Perry(2) |
None |
None |
|
Catherine
Schrand(2) |
None |
None |
Aggregate Dollar Range of
Beneficial Ownership(1)
|
|
Funds Overseen
by
Board Member in
the
DWS
Funds |
|
Independent
Board Member: | |
|
John
W. Ballantine |
Over
$100,000 |
|
Dawn-Marie
Driscoll |
Over
$100,000 |
|
Keith
R. Fox |
Over
$100,000 |
|
Richard
J. Herring |
Over
$100,000 |
|
William
McClayton |
Over
$100,000 |
|
Rebecca
W. Rimel |
Over
$100,000 |
|
Chad
D. Perry(2)
|
None |
|
William
N. Searcy, Jr. |
Over
$100,000 |
|
Catherine
Schrand(2)
|
None |
(1)The dollar ranges
are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over
$100,000.
(2)Mr. Perry and Ms.
Schrand were appointed as Independent Board Members effective November 18,
2021.
Ownership in Securities of the
Advisor and Related Companies
As
reported to each fund, the information in the table below reflects ownership by
the current Independent Board Members and their
immediate family members of certain securities as of December 31, 2021. An immediate
family member can be a
spouse, children residing in the same household, including step and adoptive
children, and any
I-6
dependents.
The securities represent ownership in the Advisor or Distributor and any persons
(other than a registered investment company)
directly or indirectly controlling, controlled by, or under common control with
the Advisor or Distributor
(including Deutsche Bank AG and DWS Group).
|
Independent
Board
Member |
Owner and
Relationship to
Board
Member |
Company |
Title of
Class |
Value of
Securities on an
Aggregate
Basis |
Percent of
Class on an
Aggregate
Basis |
|
John
W. Ballantine |
|
None |
|
|
|
|
Dawn-Marie
Driscoll |
|
None |
|
|
|
|
Keith
R. Fox |
|
None |
|
|
|
|
Richard
J. Herring |
|
None |
|
|
|
|
William
McClayton |
|
None |
|
|
|
|
Chad
D. Perry |
|
None |
|
|
|
|
Rebecca
W. Rimel |
|
None |
|
|
|
|
William
N. Searcy, Jr. |
|
None |
|
|
|
|
Catherine
Schrand |
|
None |
|
|
|
As
of July 5, 2022, all Board Members
and officers owned, as a group, less than 1% of the outstanding shares of a
fund.
25% or Greater
Ownership
Shareholders
who beneficially own 25% or more of a fund's shares may have a significant
impact on any shareholder vote of the fund.
Although each fund does not have information concerning the beneficial ownership
of shares, the following table
identifies those investors who owned of record 25%
or more of a fund’s shares as of July 5, 2022:
DWS Government & Agency
Securities Portfolio
|
Name and
Address of Investor |
Shares |
Percentage |
|
STATE
STREET BANK AND TRUST CO
AS
CUSTODIAN FBO USIS CLIENTS
1
LINCOLN ST
BOSTON
MA 02111-2900 |
759,676,887.360 |
46.13% |
5% or Greater Ownership of Share
Classes
The
following table identifies those investors who owned 5% or more of a fund share
class as of July 5, 2022. All holdings are of
record, unless otherwise indicated.
DWS Government & Agency
Securities Portfolio
|
Name and
Address of Investor |
Shares |
Class |
Percentage |
|
EDWARD
D JONES & CO
FOR
THE BENEFIT OF CUSTOMERS
12555
MANCHESTER RD
ST
LOUIS MO 63131-3710 |
37,092,460.38 |
DWS
Government
& Agency
Money Fund |
21.47% |
|
RELIANCE
TRUST CO TTEE
FBO
ADP ACCESS LARGE MARKET 401K
201
17TH ST NW STE 1000
ATLANTA
GA 30363-1195 |
18,186,082.99 |
DWS
Government
& Agency
Money Fund |
10.53% |
I-7
|
Name and
Address of Investor |
Shares |
Class |
Percentage |
|
CONCEPT
II INC PETER D
DREISSIGACKER
& BARI DREISSIGACKER
105
INDUSTRIAL PARK DR
MORRISVILLE
VT 05661-8532 |
17,228,230.18 |
DWS
Government
& Agency
Money Fund |
9.97% |
|
CHICAGO
DWELLINGS ASSOCIATION
C/O
ARTHUR P DONNER CPA
760
N FRONTAGE RD STE 105
WILLOWBROOK
IL 60527-5656 |
15,089,986.86 |
DWS
Government
& Agency
Money Fund |
8.74% |
|
STATE
STREET BANK AND TRUST CO
AS
CUSTODIAN FBO USIS CLIENTS
1
LINCOLN ST
BOSTON
MA 02111-2900 |
749,556,866.32 |
DWS Government
Cash
Institutional
Shares |
53.32% |
|
THE
BANK OF NEW YORK MELLON
ACTING
AS AGENT FOR
ATTN
KATHY SNAREY
500
ROSS ST STE 850
PITTSBURGH
PA 15219-2126 |
140,561,675.91 |
DWS Government
Cash
Institutional
Shares |
10.00% |
|
DEUTSCHE
BANK AG AS AGENT FOR
DEUTSCHE
FUNDS
ATTN:
RICHARD CAPUTO XXXXXXX-XXXX
60
WALL ST
NEW
YORK NY 10005-2836 |
127,967,803.45 |
DWS Government
Cash
Institutional
Shares |
9.10% |
|
BROWN
BROTHERS HARRIMAN & CO
50
POST OFFICE SQ
BOSTON
MA 02110-1548 |
84,751,220.92 |
DWS Government
Cash
Institutional
Shares |
6.03% |
|
PERSHING
LLC FOR THE EXCLUSIVE
BENEFIT
OF CUSTOMERS
1
PERSHING PLZ
JERSEY
CITY NJ 07399-0001 |
71,890,524.52 |
DWS Government
Cash
Institutional
Shares |
5.11% |
|
STATE
STREET BANK AND TRUST CO
AS
CUSTODIAN FBO USIS CLIENTS
1
LINCOLN ST
BOSTON
MA 02111-2900 |
10,120,021.04 |
Government
Cash
Managed
Shares |
16.44% |
|
FIDUCIARY
TRUST CO INT'L AS AGENT
ATTN
CASH SETTLEMENT
280
PARK AVE - 6TH FL
NEW
YORK NY 10017-1274 |
6,693,000.00 |
Government
Cash
Managed
Shares |
10.88% |
|
FIDUCIARY
TRUST CO INT'L AS AGENT
NON
COMPENSATION ACCOUNT
ATTN
CASH SETTLEMENT
280
PARK AVE 6TH FL
NEW
YORK NY 10017-1274 |
5,560,500.00 |
Government
Cash
Managed
Shares |
9.03% |
|
PERSHING
LLC FOR THE EXCLUSIVE
BENEFIT
OF CUSTOMERS
1
PERSHING PLZ
JERSEY
CITY NJ 07399-0001 |
3,887,210.88 |
Government
Cash
Managed
Shares |
6.32% |
I-8
|
Name and
Address of Investor |
Shares |
Class |
Percentage |
|
PERSHING
LLC FOR THE EXCLUSIVE
BENEFIT
OF CUSTOMERS
1
PERSHING PLZ
JERSEY
CITY NJ 07399-0001 |
6,764,504.37 |
Service
Shares |
99.53% |
DWS Tax-Exempt
Portfolio
|
Name and
Address of Investor |
Shares |
Class |
Percentage |
|
LPL
FINANCIAL
4707
EXECUTIVE DR
SAN
DIEGO CA 92121-3091 |
7,200,805.72 |
DWS
Tax-Exempt
Cash Premier
Shares |
42.76% |
|
PERSHING
LLC FOR THE EXCLUSIVE
BENEFIT
OF CUSTOMERS
1
PERSHING PLZ
JERSEY
CITY NJ 07399-0001 |
3,919,967.49 |
DWS
Tax-Exempt
Cash Premier
Shares |
23.28% |
|
STATE
STREET BANK AND TRUST CO
AS
CUSTODIAN FOR DB FBO ITS CLIENTS
1
LINCOLN ST
BOSTON
MA 02111-2900 |
2,750,050.05 |
DWS
Tax-Exempt
Cash Premier
Shares |
16.33% |
|
LPL
FINANCIAL
9785
TOWNE CENTRE DR
SAN
DIEGO CA 92121-1968 |
1,628,910.29 |
DWS
Tax-Exempt
Cash Premier
Shares |
9.67% |
|
STATE
STREET BANK AND TRUST CO
AS
CUSTODIAN FOR DB FBO ITS CLIENTS
1
LINCOLN ST
BOSTON
MA 02111-2900 |
1,298,117.63 |
DWS
Tax-Exempt
Cash Premier
Shares |
7.71% |
|
STANLEY
J BUSHMAN TTEE
STANLEY
J BUSHMAN TR
4740
ROANOKE PARKWAY
KANSAS
CITY MO 64112-1854 |
5,920,600.98 |
DWS
Tax-Exempt
Money
Fund |
6.50% |
|
PERSHING
LLC FOR THE EXCLUSIVE
BENEFIT
OF CUSTOMERS
1
PERSHING PLZ
JERSEY
CITY NJ 07399-0001 |
4,628,125.62 |
Service
Shares |
100.00% |
|
FIDUCIARY
TRUST CO INT'L AS AGENT
NON
COMPENSATION ACCOUNT
ATTN
CASH SETTLEMENT
280
PARK AVE - 6TH FL
NEW
YORK NY 10017-1274 |
8,930,000.00 |
Tax-Exempt
Cash
Managed
Shares |
82.34% |
|
FIDUCIARY
TRUST CO INT'L AS AGENT
ATTN
CASH SETTLEMENT
280
PARK AVE - 6TH FL
NEW
YORK NY 10017-1274 |
1,791,500.00 |
Tax-Exempt
Cash
Managed
Shares |
16.52% |
|
PERSHING
LLC FOR THE EXCLUSIVE
BENEFIT
OF CUSTOMERS
1
PERSHING PLZ
JERSEY
CITY NJ 07399-0001 |
10,554,970.42 |
Tax-Free
Investment
Class |
96.96% |
I-9
Part I:
Appendix I-B—Board
Committees and Meetings
Information Concerning Committees
and Meetings of the Board
The
Board oversees the operations of the DWS funds and meets periodically to oversee
fund activities, and to review fund performance and
contractual arrangements with fund service providers. The Board met six times during the
most
recently completed calendar year.
Board Leadership
Structure
A
fund’s Board is responsible for the general oversight of a fund’s affairs and
for assuring that the fund is managed in the best
interests of its shareholders. The Board regularly reviews a fund’s investment
performance as well as the quality of other
services provided to a fund and its shareholders by DIMA and its affiliates,
including administration and shareholder
servicing. At least annually, the Board reviews and evaluates the fees and
operating expenses paid by a fund for these
services and negotiates changes that it deems appropriate. In carrying out these
responsibilities, the Board is
assisted by a fund’s auditors, independent counsel and other experts, as
appropriate, selected by and responsible to the
Board.
Independent
Board Members are not considered “interested
persons” (as defined in the
1940 Act) of the fund or its investment adviser.
These Independent Board Members must vote separately to approve all financial
arrangements and other agreements
with a fund’s investment adviser and other affiliated parties. The role of the
Independent Board Members has been
characterized as that of a “watchdog” charged with
oversight to protect shareholders’ interests against overreaching
and abuse by those who are in a position to control or influence a fund. A
fund’s Independent Board Members meet
regularly as a group in executive session without representatives of the Advisor
present. An Independent Board
Member currently serves as chairman of the Board.
Taking
into account the number, diversity and complexity of the funds overseen by the
Board Members and the aggregate amount of assets
under management in the DWS funds, the Board has determined that the efficient
conduct of its affairs makes it
desirable to delegate responsibility for certain specific matters to committees
of the Board. These committees, which
are described in more detail below, review and evaluate matters specified in
their charters and/or enabling
resolutions, and take actions on those matters and/or make recommendations to
the Board, as appropriate. Each committee may
utilize the resources of counsel and auditors as well as other experts. The
committees meet as often as necessary,
either in conjunction with regular meetings of the Board or otherwise. The
membership and chair of each committee
are appointed by the Board upon recommendation of the Nominating and Governance
Committee. The membership and
chair of each committee consist exclusively of Independent Board
Members.
The
Board has determined that this committee structure also allows the Board to
focus more effectively on the oversight of risk as part of
its broader oversight of a fund’s affairs. While risk management is the primary
responsibility of the Advisor, the Board
regularly receives reports regarding investment risks and compliance risks. The
Board’s committee structure allows
separate committees to focus on different aspects of these risks and their
potential impact on some or all of the DWS
funds and to discuss with the Advisor how it monitors and controls such
risks.
I-10
Board
Committees. The Board has
established the following standing committees: Audit Committee and Valuation
Sub-Committee,
Nominating and Governance Committee, Operations Committee and Dividend
Committee.
|
Name of
Committee |
Number of
Meetings in Last
Calendar
Year |
Functions |
Current
Members |
|
AUDIT
COMMITTEE |
5 |
Assists
the Board in fulfilling its responsibility
for
oversight of (1) the integrity of the financial
statements,
(2) a fund’s accounting and
financial
reporting policies and procedures, (3)
a
fund’s compliance with legal and regulatory
requirements
related to accounting and
financial
reporting, (4) valuation of fund assets
and
securities and (5) the qualifications,
independence
and performance of the
independent
registered public accounting firm
for
a fund. Oversees 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
William
McClayton, Richard J. Herring, John W.
Ballantine
(Alternate) and Catherine Schrand
(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. |
William
McClayton (Chair),
Richard
J. Herring (Vice
Chair),
John W. Ballantine
and
Catherine Schrand |
I-11
|
Name of
Committee |
Number of
Meetings in Last
Calendar
Year |
Functions |
Current
Members |
|
NOMINATING
AND
GOVERNANCE
COMMITTEE |
6 |
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),
John
W. Ballantine (Vice
Chair)
and William
McClayton |
|
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),
Dawn-Marie Driscoll
(Vice
Chair), Chad D. Perry
and
Rebecca W. Rimel |
|
DIVIDEND
COMMITTEE |
0 |
Authorizes
dividends and other distributions for
those
funds that are organized as Maryland
corporations
or as series of a Maryland
corporation.
The Committee meets on an as-
needed
basis. The Committee applies only to
the
following corporations: Deutsche DWS
Global/International
Fund, Inc. and Deutsche
DWS
International Fund, Inc. |
Dawn-Marie
Driscoll, Keith
R.
Fox, John W. Ballantine
(Alternate),
Richard J.
Herring
(Alternate), William
McClayton
(Alternate),
Rebecca
W. Rimel
(Alternate)
and William N.
Searcy,
Jr. (Alternate) |
Ad Hoc
Committees. In addition to the
standing committees described above, from time to time the Board may also
form ad
hoc committees to consider specific issues.
I-12
Part I:
Appendix I-C—Board
Member Compensation
Each
Independent Board Member receives compensation from each fund for his or her
services, which includes retainer fees and specified
amounts for various committee services and for the Board Chairperson and Vice
Chairperson, if any. No additional
compensation is paid to any Independent Board Member for travel time to
meetings, attendance at directors’
educational seminars or conferences, service on industry or association
committees, participation as speakers at
directors’ conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not
receive any employee benefits such as pension or retirement benefits or health
insurance from a fund or any
fund in the DWS fund complex.
Board
Members who are officers, directors, employees or stockholders of DWS or its
affiliates receive no direct compensation from the fund,
although they are compensated as employees of DWS, or its affiliates, and as a
result may be deemed to participate in
fees paid by a fund. The following tables show, for each current Independent
Board Member, compensation from each fund
during its most recently completed fiscal year, and aggregate compensation from
all of the funds in the DWS fund complex
during calendar year 2021.
Aggregate Compensation from each
fund
|
Board
Member |
DWS Government & Agency
Securities Portfolio |
DWS Tax-Exempt
Portfolio |
|
Independent
Board Member: | ||
|
John
W. Ballantine |
$9,281 |
$990 |
|
Dawn-Marie
Driscoll |
$9,281 |
$990 |
|
Keith
R. Fox |
$13,251 |
$1,314 |
|
Richard
J. Herring |
$9,281 |
$990 |
|
William
McClayton |
$10,392 |
$1,081 |
|
Chad
D. Perry(1) |
$6,753 |
$702 |
|
Rebecca
W. Rimel |
$10,075 |
$1,055 |
|
Catherine
Schrand(1) |
$6,753 |
$702 |
|
William
N. Searcy, Jr. |
$10,075 |
$1,055 |
Total Compensation from DWS Fund
Complex
|
Board
Member |
Total
Compensation
from each fund
and
DWS Fund Complex(2)
|
|
Independent
Board Member: | |
|
John
W. Ballantine |
$295,000 |
|
Dawn-Marie
Driscoll |
$295,000 |
|
Keith
R. Fox(3) |
$420,000 |
|
Richard
J. Herring |
$295,000 |
|
William
McClayton(4) |
$330,000 |
|
Chad
D. Perry(1)
|
$73,750 |
|
Rebecca
W. Rimel(4) |
$320,000 |
|
Catherine
Schrand(1)
|
$73,750 |
|
William
N. Searcy, Jr.(4) |
$320,000 |
(1)
Mr. Perry and Ms.
Schrand were appointed as Independent Board Members effective November 18,
2021.
(2)
For each Independent
Board Member, total compensation from the DWS fund complex represents
compensation from 70 funds as of
December 31, 2021. The annual retainer
for each Independent Board Member was increased from $295,000 to
$315,000 effective January 1, 2022.
I-13
(3)
Includes
$125,000 in annual retainer
fees received by Mr. Fox as Chairperson of the DWS funds.
(4)
Includes $25,000 in
annual retainer fees for serving as Chairperson of a Board committee
(other than the Audit
Committee) of the
DWS funds and $35,000 in annual retainer
fees
for serving as Chairperson of the
Audit Committee of the DWS
funds,
as
applicable.
I-14
Part I:
Appendix I-D—Portfolio
Management
This section is not
applicable to money market funds.
I-15
Part I:
Appendix I-E—Service
Provider Compensation
DWS Government & Agency
Securities Portfolio
|
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(1)
|
Amount Waived by
DIMA for General
Administrative
Services |
|
2022 |
$2,212,041 |
$2,212,041 |
$2,588,616 |
$1,499,798 |
|
2021 |
$2,281,713 |
$2,281,713 |
$2,752,153 |
$834,474 |
|
2020 |
$2,268,647 |
$1,775,883 |
$2,787,277 |
$0 |
(1)Effective March 1,
2020, the fund pays the Advisor an administrative services fee, calculated daily
and paid monthly, at the annual rate of 0.097% of the fund’s average
daily net assets. Prior to March 1, 2020, the fund paid the Advisor an
administrative services fee, calculated daily and paid monthly, at the
annual rate of 0.10% of the fund’s average daily net assets.
DWS Government & Agency
Securities Portfolio - Service Shares
|
Fiscal Year
Ended |
Gross Amount Paid
to
DSC for Transfer
Agency
Services |
Amount Waived by
DSC for Transfer
Agency
Services |
|
2022 |
$45,795 |
$44,438 |
|
2021 |
$49,346 |
$43,642 |
|
2020 |
$47,647 |
$0 |
DWS Tax-Exempt
Portfolio
|
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(1)
|
Amount Waived by
DIMA for General
Administrative
Services |
|
2022 |
$164,846 |
$164,846 |
$192,865 |
$192,865 |
|
2021 |
$211,419 |
$211,419 |
$254,647 |
$159,344 |
|
2020 |
$224,068 |
$224,068 |
$275,397 |
$98,083 |
(1)Effective March 1,
2020, the fund pays the Advisor an administrative services fee, calculated daily
and paid monthly, at the annual rate of 0.097% of the fund’s average
daily net assets. Prior to March 1, 2020, the fund paid the Advisor an
administrative services fee, calculated daily and paid monthly, at the
annual rate of 0.10% of the fund’s average daily net assets.
DWS Tax-Exempt Portfolio - Service
Shares
|
Fiscal Year
Ended |
Gross Amount Paid
to
DSC for Transfer
Agency
Services |
Amount Waived by
DSC for Transfer
Agency
Services |
|
2022 |
$15,542 |
$12,774 |
|
2021 |
$13,114 |
$12,653 |
|
2020 |
$34,892 |
$0 |
The following waivers are
currently in effect:
DWS Government & Agency
Securities Portfolio
The
Advisor has contractually agreed to reduce its management fee such that after
allocation of the fee to each series of the Trust, the
amount payable by the fund will be limited to 0.05% of the fund’s average daily
net assets.
I-16
From
time to time, the Advisor may voluntarily waive a portion of its fees and/or
reimburse certain operating expenses of the fund. These
voluntary waivers and/or reimbursements may be terminated at any time at the
option of the Advisor. These voluntary
waivers and/or reimbursements are in addition to any existing contractual
expense limitations.
The
Advisor and its affiliates may voluntarily waive a portion of their fees and/or
reimburse certain expenses to the extent necessary to
assist the fund in attempting to avoid a negative yield. There is no guarantee
that the fund will avoid a negative
yield. These voluntary waivers and/or reimbursements may be amended or
terminated at any time at the option of the
Advisor. These voluntary waivers and/or reimbursements are in addition to any
existing contractual expense
limitations.
DWS Tax-Exempt
Portfolio
From
time to time, the Advisor may voluntarily waive a portion of its fees and/or
reimburse certain operating expenses of the fund. These
voluntary waivers and/or reimbursements may be terminated at any time at the
option of the Advisor. These voluntary
waivers and/or reimbursements are in addition to any existing contractual
expense limitations.
The
Advisor and its affiliates may voluntarily waive a portion of their fees and/or
reimburse certain expenses to the extent necessary to
assist the fund in attempting to avoid a negative yield. There is no guarantee
that the fund will avoid a negative
yield. These voluntary waivers and/or reimbursements may be amended or
terminated at any time at the option of the
Advisor. These voluntary waivers and/or reimbursements are in addition to any
existing contractual expense
limitations.
I-17
Part I:
Appendix I-F—Sales
Charges
Not
applicable.
I-18
Part I:
Appendix I-G—Distribution
Plan Payments
Expenses
of each fund paid in connection with the Rule 12b-1 Plans for each class of
shares that has adopted a Rule 12b-1 Plan are set
forth below for the most recent fiscal year.
12b-1 Compensation to Underwriter
and Firms:
|
|
|
12b-1
Distribution
Fees |
Amount
Waived |
|
DWS
Government & Agency Securities Portfolio |
Service
Shares |
$109,206 |
$109,206 |
|
DWS
Tax-Exempt Portfolio |
Service
Shares |
$37,292 |
$37,292 |
I-19
Part I:
Appendix I-H—Portfolio
Transactions and Brokerage Commissions
Portfolio Turnover
Rates
Not
applicable.
Brokerage Commissions
|
|
Fiscal
Year |
Brokerage
Commissions
Paid by
Fund |
|
DWS
Government & Agency
Securities
Portfolio |
2022 |
$0 |
|
|
2021 |
$0 |
|
|
2020 |
$0 |
Brokerage Commissions
|
|
Fiscal
Year |
Brokerage
Commissions
Paid by
Fund |
|
DWS
Tax-Exempt Portfolio |
2022 |
$0 |
|
|
2021 |
$0 |
|
|
2020 |
$0 |
Brokerage Commissions Paid to
Affiliated Brokers
|
|
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
Government & Agency
Securities
Portfolio |
2022 |
None |
— |
None |
— |
— |
|
|
2021 |
None |
— |
None |
— |
— |
|
|
2020 |
None |
— |
None |
— |
— |
Brokerage Commissions Paid to
Affiliated Brokers
|
|
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
Tax-Exempt Portfolio |
2022 |
None |
— |
None |
— |
— |
|
|
2021 |
None |
— |
None |
— |
— |
|
|
2020 |
None |
— |
None |
— |
— |
Listed
below are the regular brokers or dealers (as such term is defined in the 1940
Act) of each fund whose securities each fund held as of
the end of its most recent fiscal year and the dollar value of such
securities.
DWS Government & Agency
Securities Portfolio
The fund did not
hold any securities of its regular brokers or dealers.
I-20
DWS Tax-Exempt
Portfolio
The fund did not
hold any securities of its regular brokers or dealers.
Transactions for Research
Services
For
the most recent fiscal year, each fund allocated the following amount of
transactions, and related commissions, to broker-dealer
firms that have been deemed by the Advisor to provide research services. The
provision of research services was not
necessarily a factor in the placement of business with such firms.
|
Fund |
Amount of
Transactions
with Research
Firms |
Commissions Paid
on Transactions
with Research
Firms |
|
DWS
Government & Agency
Securities
Portfolio |
$0 |
$0 |
|
Fund |
Amount of
Transactions
with Research
Firms |
Commissions Paid
on Transactions
with Research
Firms |
|
DWS
Tax-Exempt Portfolio |
$0 |
$0 |
I-21
Part I:
Appendix I-I—Investments,
Practices and Techniques, and Risks
Below
is a list of headings related to investments, practices and techniques, and
risks which are further described in Appendix
II-G.
DWS Government & Agency
Securities Portfolio
Adjustable Rate
Securities
Asset
Segregation
Borrowing
Commercial
Paper
Commodity Pool
Operator Exclusion
Credit
Enhancement
Fixed Income
Securities
Illiquid
Securities
Impact of Large
Redemptions and Purchases of Fund Shares
Inflation
Interfund Borrowing
and Lending Program
Mortgage-Backed
Securities
Repurchase
Agreements
Stable Net Asset
Value
Stand-by
Commitments
Third Party
Puts
US Government
Securities
Variable and
Floating Rate Instruments
When-Issued and
Delayed-Delivery Securities
Yields and
Ratings
I-22
DWS Tax-Exempt
Portfolio
Adjustable Rate
Securities
Asset
Segregation
Borrowing
Cash Management
Vehicles
Commercial
Paper
Commodity Pool
Operator Exclusion
Credit
Enhancement
Fixed Income
Securities
Illiquid
Securities
Impact of Large
Redemptions and Purchases of Fund Shares
Industrial
Development and Pollution Control Bonds
Inflation
Interfund Borrowing
and Lending Program
Investment Companies
and Other Pooled Investment Vehicles
Municipal Leases,
Certificates of Participation and Other Participation Interests
Municipal
Securities
Municipal Trust
Receipts
Obligations of Banks
and Other Financial Institutions
Participation
Interests
Private Activity
Bonds
Repurchase
Agreements
Stable Net Asset
Value
Stand-by
Commitments
Tax-Exempt
Commercial Paper
Tax-Exempt
Pass-Through Securities
Third Party
Puts
US Government
Securities
Variable and
Floating Rate Instruments
Variable Rate
Preferred Securities
When-Issued and
Delayed-Delivery Securities
Yields and
Ratings
I-23
Part I:
Appendix I-J—Securities
Lending Activities
Each fund had no
securities lending activity during its most recent fiscal
year.
I-24
Part I:
Appendix I-K—Additional
Information
|
Fund and
its Fiscal Year End |
Class |
CUSIP
Number |
|
DWS
Government & Agency Securities Portfolio |
Service
Shares |
147539837 |
|
Fiscal
Year End: 4/30 |
|
|
|
DWS
Tax-Exempt Portfolio |
Service
Shares |
147539696 |
|
Fiscal
Year End: 4/30 |
|
|
I-25
Statement of Additional
Information (SAI)—Part
II
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Page |
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|
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|
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|
II-23 | |
|
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|
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|
II-32 | |
|
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|
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II-147 | |
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II-168 |
Part
II of this SAI includes policies, investment techniques and information that
apply to the DWS funds. Unless otherwise noted, the
use of the term “fund” applies to
all DWS
funds.
Management
of the Funds
Investment
Advisor. DIMA, with
headquarters at 875 Third Avenue, New
York, NY 10022, is the investment advisor for the
fund. Under the oversight of the Board, the Advisor makes
investment decisions, buys and sells securities for the
fund and conducts research that leads to these purchase
and sale decisions. The Advisor is an indirect,
wholly-owned subsidiary of DWS Group GmbH & Co. KGaA (DWS
Group), a separate, publicly-listed financial services
firm that is an indirect, majority-owned subsidiary of
Deutsche Bank AG. The Advisor and its predecessors have more than 90
years of experience managing mutual funds and
provide a full range of global investment advisory services to
institutional and retail clients.
DWS
represents the asset management activities conducted by DWS
Group or any of its subsidiaries, including DIMA,
other affiliated investment advisors and the Distributor. DWS
is a global organization that offers a wide range of
investing expertise and resources, including hundreds
of portfolio managers and analysts and an office
network that reaches the world’s major investment centers.
This well-resourced global investment platform brings
together a wide variety of experience and investment
insight across industries, regions, asset classes and
investing styles.
The
Advisor and its affiliates may utilize the resources of DWS’s global
investment platform to provide investment
management services through branch offices or affiliates
located outside the US. In some cases, the Advisor and its
affiliates may also utilize DWS’s branch offices or
affiliates located in the US or outside the US to perform certain
services, such as trade execution, trade matching and
settlement, or various administrative, back-office or other
services. The delegation of trade execution, trade
matching and settlement services to DWS’s branch offices
or affiliates will not result in additional fees for a fund or a
fund’s shareholders. The branch offices or affiliates
receive a flat fee for their trade routing services, payable by the
Advisor, and do not have authority to select portfolio
investments or otherwise provide advice to a fund. DWS’s branch
offices or affiliates may have discretion to select
intermediaries to execute trades and to aggregate trade orders for a
fund with those of other DWS funds
as
well as non-DWS funds clients. The delegation of trade execution, trade
matching and settlement services to DWS’s branch offices
or affiliates may result in certain savings for the
Advisor and its affiliates through consolidation of functions and,
as a result, may create a conflict of interest between
the Advisor and its affiliates and a fund. To the extent
services are performed outside the US, such activity
may be subject to both US and foreign regulation. It is
possible that the jurisdiction in which the Advisor or its
affiliate performs such services may impose restrictions or
limitations on portfolio transactions that are different from,
and in addition to, those that apply in the US.
In
some instances, the investments for a fund may be managed by the same
individuals who manage one or more other mutual
funds advised by DIMA that have similar names,
objectives and investment styles. A fund may differ from
these other mutual funds in size, cash flow patterns,
distribution arrangements, expenses and tax matters.
Accordingly, the holdings and performance of a fund may be
expected to vary from those of other mutual
funds.
Certain
investments may be appropriate for a fund and also for other
clients advised by DIMA. 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. Frequently, 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, a particular security may be bought for
one or more clients when one or more other clients are
selling the security. 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 DIMA to
be equitable to each. In some cases, this procedure could
have an adverse 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 DIMA in the interest of achieving the most
favorable net results to a fund.
DIMA,
its parent or its subsidiaries, or affiliates may have deposit, loan and
other commercial banking relationships with the issuers of
obligations which may be purchased on behalf
of a fund, including outstanding loans
II-1
to
such issuers which could be repaid in whole or in part with the proceeds of
securities so purchased. Such affiliates deal,
trade and invest for their own accounts in such obligations and
are among the leading dealers of various types of
such obligations. DIMA has informed a fund that, in making
its investment decisions, it does not obtain or use
material inside information in its possession or in the
possession of any of its affiliates. In making investment
recommendations for a fund, DIMA will not inquire or
take into consideration whether an issuer of securities
proposed for purchase or sale by a fund is a customer
of DIMA, its parent or its subsidiaries or affiliates.
Also, in dealing with its customers, the Advisor, its
parent, subsidiaries, and affiliates will not inquire or take into
consideration whether securities of such customers are
held by any fund managed by DIMA or any such
affiliate.
Officers
and employees of the Advisor from time to time may have
transactions with various banks, including a fund’s custodian
bank. It is the Advisor’s opinion that the terms and conditions
of those transactions which have occurred were not
influenced by existing or potential custodial or other
fund relationships.
From
time to time, DIMA, DWS Group, Deutsche Bank AG or their
affiliates may at their sole discretion invest their own assets in
shares of a fund for such purposes it deems
appropriate, including investments designed to assist in the
management of a fund. Any such investment may be
hedged by DIMA, DWS Group, Deutsche Bank AG or
their affiliates and, in that event, the return on such
investment, net of the effect of the hedge, would be
expected to differ from the return of a fund. DIMA, DWS
Group, Deutsche Bank AG or their affiliates have no
obligation to make any investment in a fund and the
amount of any such investment may or may not be
significant in comparison to the level of assets of a fund. In the
event that such an investment is made, except as otherwise
required under the 1940 Act, DIMA, DWS Group, Deutsche
Bank AG or their affiliates would be permitted to
redeem the investment at such time that they deem
appropriate.
DWS
Investment Management Americas, Inc., DWS Distributors, Inc.
and their advisory affiliates (“DWS Service
Providers”) have sought and
obtained a permanent order from
the Securities and Exchange Commission providing
exemptive relief under Section 9 of the Investment
Company Act of 1940, as amended, on which the DWS
Service Providers rely in connection with the continued
provision of investment advisory and underwriting
services to the funds and other registered investment
companies.
DWS
Name.
Under a separate agreement, DWS Investment GmbH has
granted a license to DWS Group which permits the
DWS funds to utilize the “DWS”
trademark.
Consultant.
For DWS Emerging
Markets Equity Fund, the Consultant
provides current analysis and views on Latin American
politics, currencies, risks, markets and companies to DIMA in
connection with the investment management services
it provides to the fund.
Terms of the
Investment Management Agreement. Pursuant to the
applicable Investment Management Agreement, DIMA
provides continuing investment management of the
assets of a fund. In addition to the investment
management of the assets of a fund, the Advisor determines
the investments to be made for each fund, including what
portion of its assets remain uninvested in cash
or cash equivalents, and with whom the orders for
investments are placed, consistent with a fund’s policies as
stated in its prospectus and SAI, or as adopted by a
fund’s Board. DIMA will also monitor, to the extent not
monitored by a fund’s administrator or other agent, a
fund’s compliance with its investment and tax guidelines and
other compliance policies.
DIMA
provides assistance to a fund’s Board in valuing the securities and
other instruments held by a fund, to the extent
reasonably required by valuation policies and procedures that may
be adopted by a fund.
Pursuant
to the Investment Management Agreement, (unless otherwise
provided in the agreement or as determined by a fund’s Board
and to the extent permitted by applicable law),
DIMA pays the compensation and expenses of all the
Board members, officers, and executive employees
of a fund, including a fund’s share of payroll taxes,
who are affiliated persons of DIMA.
The
Investment Management Agreement provides that a fund, except as
noted below, is generally responsible for expenses that
include, but are not limited to: fees payable to the
Advisor; outside legal, accounting or auditing expenses, including
with respect to expenses related to negotiation,
acquisition or distribution of portfolio investments; maintenance of
books and records that are maintained by a
fund, a fund’s custodian, or other agents of a fund; taxes and
governmental fees; fees and expenses of a fund’s
accounting agent, custodian, sub-custodians, depositories,
transfer agents, dividend reimbursing agents and registrars;
payment for portfolio pricing or valuation services to pricing
agents, accountants, bankers and other specialists, if any;
brokerage commissions or other costs
II-2
of
acquiring or disposing of any portfolio securities or other instruments of
a fund; and litigation expenses and other extraordinary
expenses not incurred in the ordinary course of a fund’s
business.
DIMA
may enter into arrangements with affiliates and third party service
providers to perform various administrative, back-office and
other services. Such service providers may be
located in the US or in non-US jurisdictions. The costs and
expenses of such arrangements are generally borne
by DIMA, not by a fund.
Shareholders
are not parties to, or intended (or “third party”) beneficiaries of
the Investment Management Agreement, and the
Investment Management Agreement is not intended to
create in any shareholder any right to enforce it or to
seek any remedy under it, either directly or on behalf of a
fund.
For DWS Latin
America Equity Fund, in rendering
investment
subadvisory services, the Subadvisor may use the resources of
a foreign (non-US) affiliate (the Overseas Affiliate)
that is not registered under the Investment Advisers
Act of 1940, as amended (the Advisers Act), to
provide services to the fund. Under a Participating
Affiliates Agreement, the Overseas Affiliate may be considered a
Participating Affiliate of IUAM as that term is used in
relief granted by the staff of the SEC allowing
US-registered advisers to use the resources of unregistered
advisory affiliates subject to the regulatory supervision of the
registered adviser. Each Participating Affiliate and any of
their respective employees who provide services to the fund
are considered under a Participating Affiliate Agreement
to be an “associated
person”
of the
Subadvisor as that term is defined in the Advisers Act for purposes of
the Subadvisor’s required supervision. Itaú Unibanco S.A.
is a Participating Affiliate of the Subadvisor. Itaú
Unibanco S.A. has appointed the Subadvisor to act as
its resident agent for service of process in the
US.
For
DWS ESG Core Equity
Fund and DWS CROCI® Equity Dividend Fund, the Investment
Management Agreement also provides that
DIMA shall render administrative services (not
otherwise provided by third parties) necessary for a
fund’s operation as an open-end investment company
including, but not limited to, preparing reports
and notices to the Board and shareholders; supervising,
negotiating contractual arrangements with, and
monitoring various third-party service providers to the
Registrant (such as the Registrant’s transfer agent,
pricing agents, custodian, accountants and others);
preparing and making filings with the SEC and other regulatory
agencies; assisting in the prepa
ration
and filing of the Registrant’s federal, state and local tax returns;
preparing and filing the Registrant’s federal excise tax returns;
assisting with investor and public relations matters;
monitoring the valuation of securities and the calculation
of net asset value; monitoring the registration of
shares of the Registrant under applicable federal and state
securities laws; maintaining the Registrant’s books and records
to the extent not otherwise maintained by a
third party; assisting in establishing accounting policies
of the Registrant; assisting in the resolution of
accounting and legal issues; establishing and monitoring the
Registrant’s operating budget; processing the
payment of the Registrant’s bills; assisting the Registrant in,
and otherwise arranging for, the payment of distributions and
dividends; and otherwise assisting the Registrant in
the conduct of its business, subject to the direction and
control of the Board.
On
behalf of DWS ESG
Core Equity Fund and DWS CROCI® Equity Dividend
Fund,
pursuant to a sub-administration
agreement between DIMA and State Street Bank &
Trust Company (SSB), DIMA has delegated certain
administrative functions for each of these funds to SSB under the
Investment Management Agreement. The costs and
expenses of such delegation are borne by DIMA, not by a
fund.
The
Investment Management Agreement allows DIMA to delegate any of
its duties under the Investment Management Agreement
to a subadvisor, subject to a majority vote of the
Board, including a majority of the Board who are not
interested persons of a fund, and, if required by
applicable law, subject to a majority vote of a fund’s
shareholders.
The
Investment Management Agreement provides that DIMA shall not be
liable for any error of judgment or mistake of law or
for any loss suffered by a fund in connection with
matters to which the agreement relates, except a loss
resulting from willful malfeasance, bad faith or gross negligence
on the part of DIMA in the performance of its duties or
from reckless disregard by DIMA of its obligations
and duties under the agreement. The Investment
Management Agreement may be terminated at any time,
without payment of penalty, by either party or by vote of
a majority of the outstanding voting securities of a fund
on 60 days’ written notice.
The
Investment Management Agreement continues in effect from year to
year only if its continuance is approved annually by the vote
of a majority of the Board Members who are not parties
to such agreement or interested persons of any such
party, cast in person at a meeting
II-3
called
for the purpose of voting on such approval, and either by a vote of
the Board or of a majority of the outstanding voting
securities of a fund.
Under
the Investment Management Agreement, a fund, except as otherwise
noted, pays DIMA a management fee calculated daily
based on the prior day’s net assets and then aggregated
for a particular month. For DWS ESG Core Equity Fund and DWS
CROCI® Equity Dividend Fund, the management fee
paid to DIMA is calculated and payable monthly
based on the average daily net assets for the particular
month. The annual management fee rate for each fund
is set forth in Part
II – Appendix II-C.
CROCI® Investment Strategy and Valuation
Group (applicable
only to those funds that employ a CROCI® strategy). The
CROCI® Investment Strategy
and
Valuation Group is a unit within the DWS Group, through a licensing
arrangement with the funds’ Advisor. The
CROCI® Investment Strategy
and Valuation Group is responsible for
devising the CROCI® strategy and
calculating the
CROCI® Economic P/E
Ratios. The CROCI®
Investment Strategy
and Valuation Group is not responsible for the management
of the funds and does not act in a fiduciary
capacity in relation to the funds or the investors in the
funds. The CROCI® strategy is
provided without any
representations or warranties of any kind and the
CROCI® Investment Strategy
and Valuation Group shall not be
responsible for any error or omissions in any CROCI®
strategy.
The
calculation of the CROCI® Economic P/E Ratios
is determined by the
CROCI® Investment Strategy
and Valuation Group
using publicly available information. This publicly available
information is adjusted on rules-based assumptions made by
the CROCI® Investment and
Valuation Group
that, subsequently, may prove not to have been correct.
As CROCI® Economic P/Es
Ratios are calculated using
historical information, there can be no guarantee of the
future performance of the CROCI®
strategy.
Subadvisors
(applicable only to those funds that have subadvisory arrangements as
described in Part I). Each Subadvisor serves as
subadvisor to a fund pursuant to the terms of a
subadvisory agreement between it and DIMA (Subadvisory
Agreement).
DWS
Investments Hong Kong Limited, Level 52, International Commerce Centre, 1
Austin Road West, Kowloon, Hong Kong, serves as
Subadvisor to all or a portion of the assets of one or
more funds. DWS Investments Hong Kong Limited is an
investment advisor registered with
the
SEC. DWS Investments Hong Kong Limited is an affiliate of DIMA
and a direct, wholly-owned subsidiary of DWS
Group.
DWS
International GmbH, Mainzer Landstrasse 11-17, Frankfurt am Main,
Germany, serves as Subadvisor to all or a portion of
the assets of one or more funds. DWS International GmbH
is an investment advisor registered with the SEC and
with the Federal Financial Supervisory Authority in
Germany, an affiliate of DIMA and a direct, wholly-owned
subsidiary of DWS Group.
Itaú
USA Asset Management, Inc., 540 Madison Avenue, 24th Floor, New
York, New York 10022, a subsidiary of Itaú Unibanco S.A.
(a Brazilian publicly quoted bank), serves as Subadvisor
to all or a portion of the assets of one or more funds.
The Subadvisor is an investment advisor registered
with the SEC.
Northern
Trust Investments, Inc. (NTI) 50 South LaSalle Street, Chicago, IL
60603, a subsidiary of Northern Trust Corporation, serves
as Subadvisor to all or a portion of the assets of one or
more funds. NTI is an Illinois State Banking Corporation
and an investment adviser registered under the
Investment Advisers Act of 1940, as amended. It
primarily manages assets for institutional and individual
separately managed accounts, investment companies and bank
common and collective funds. Northern Trust
Corporation is regulated by the Board of Governors of the
Federal Reserve System as a financial holding company
under the U.S. Bank Holding Company Act of 1956, as
amended.
RREEF
America L.L.C. (RREEF), 222 South Riverside Plaza, Chicago,
Illinois 60606, serves as Subadvisor to all or a portion of
the assets of one or more funds. RREEF is an investment
advisor registered with the SEC. RREEF is an affiliate of
DIMA and an indirect, wholly-owned subsidiary of DWS
Group. RREEF has provided real estate investment
management services to institutional investors since 1975 and has
been an investment advisor of real estate securities
since 1993.
Terms of the
Subadvisory Agreements. Pursuant to
the
terms of the applicable Subadvisory Agreement, a Subadvisor makes the
investment decisions, buys and sells securities,
and conducts the research that leads to these purchase and
sale decisions for a fund. A Subadvisor is also responsible
for selecting brokers and dealers to execute portfolio
transactions and for negotiating brokerage
commissions and dealer charges on behalf of a fund. Under the
terms of the Subadvisory Agreement, a Subadvisor manages
the investment and reinvestment
II-4
of
a fund's assets and provides such investment advice, research and
assistance as DIMA may, from time to time, reasonably
request.
Each
Subadvisory Agreement provides that the Subadvisor will not be liable
for any error of judgment or mistake of law or for any loss
suffered by a fund in connection with matters to which the
Subadvisory Agreement relates, except a loss
resulting from (a) the subadvisor causing a fund to be in
violation of any applicable federal or state law, rule or
regulation or any investment policy or restriction set
forth in a fund's prospectus or as may be provided in writing
by the Board or DIMA, or (b) willful misconduct, bad
faith or gross negligence on the part of the Subadvisor in
the performance of its duties or from reckless disregard
by the Subadvisor of its obligations and duties under the
Subadvisory Agreement.
A
Subadvisory Agreement continues from year to year only as long as such
continuance is specifically approved at least annually
(a) by a majority of the Board Members who are not parties
to such agreement or interested persons of any such
party, and (b) by the shareholders or the Board of the
Registrant. A Subadvisory Agreement may be terminated at
any time upon 60 days’ written notice by DIMA or by
the Board of the Registrant or by majority vote of the
outstanding shares of a fund, and will terminate
automatically upon assignment or upon termination of a
fund’s Investment Management Agreement.
Under
each Subadvisory Agreement between DIMA and a Subadvisor, DIMA,
not a fund, pays the Subadvisor a subadvisory fee
based on the percentage of the assets overseen by the
Subadvisor or based on a percentage of the fee received
by DIMA from a fund. The Subadvisor fee is paid directly
by DIMA at specific rates negotiated between DIMA and the
Subadvisor. No fund is responsible for paying the
Subadvisor.
Sub-Subadvisors
(applicable only to those funds that have sub-subadvisory arrangements
as described in Part
I). Each Sub-Subadvisor
serves as a sub-subadvisor with respect to a
fund pursuant to the terms of the applicable sub-subadvisory
agreement between it and the Subadvisor
(Sub-Subadvisory Agreement).
DWS
Alternatives Global Limited, 30 Fenchurch Avenue, The Willis Building
- London, United Kingdom, EC3M 5AD, serves as
Sub-Subadvisor to a fund. DWS Alternatives Global Limited is an
investment advisor registered with the SEC. In
addition, DWS Alternatives Global Limited is an affiliate of
DIMA and a direct, wholly-owned subsidiary of DWS
Group.
DWS
Investments Australia Limited, Level 16, Deutsche Bank Place, Corner
of Hunter & Phillip Streets, Sydney, NSW 2000, Australia,
serves as Sub-Subadvisor to a fund. DWS Investments
Australia Limited is an investment advisor registered
with the SEC. In addition, DWS Investments Australia Limited
is an affiliate of DIMA and a direct, wholly-owned
subsidiary of DWS Group.
Terms of the
Sub-Subadvisory Agreements. Pursuant
to the
terms of the applicable Sub-Subadvisory Agreement and under the
oversight of the Board, DIMA and the Subadvisor, the
Sub-Subadvisors provide investment management services
with respect to a fund’s assets related to specific
foreign markets and provides such investment advice,
research and assistance as the Subadvisor may, from
time to time, reasonably request. The Subadvisor
allocates, and reallocates as it deems appropriate, each of
a fund’s assets among the Sub-Subadvisors. A
Sub-Subadvisor is also responsible for selecting
brokers and dealers to execute portfolio transactions and for negotiating
brokerage commissions and dealer charges on
behalf of a fund. Under the terms of the Sub-Subadvisory
Agreement, a Sub-Subadvisor manages the
investment and reinvestment of a portion of a fund’s
assets.
Each
Sub-Subadvisory Agreement provides that the Sub-Subadvisor shall
not be subject to any liability for any act or omission
in the course of providing investment management services
to a fund, except a loss resulting from willful
misconduct, bad faith or gross negligence on the part of the
Sub-Subadvisor in the performance of its duties or from
reckless disregard by the Sub-Subadvisor of its obligations
and duties under the Sub-Subadvisory Agreement.
A
Sub-Subadvisory Agreement continues from year to year only as long as
such continuance is specifically approved at least
annually (a) by a majority of the Board Members who are not
parties to such agreement or interested persons of any such
party, and (b) by the shareholders or the Board of the
Trust/Corporation. A Sub-Subadvisory
Agreement may be terminated at any time upon 60 days’
written notice by the Board of the Trust/Corporation or
by majority vote of the outstanding shares of a fund,
and will terminate automatically upon assignment or upon
termination of a fund’s Subadvisory Agreement.
Under
the Sub-Subadvisory Agreements, the Subadvisor, not the fund, pays
each Sub-Subadvisor a sub-subadvisory fee based on the
percentage of the assets overseen by the Sub-Subadvisor
from the fee received by the
II-5
Subadvisor
from DIMA. The sub-subadvisory fee is paid directly by a
Subadvisor at specific rates negotiated between a Subadvisor
and a Sub-Subadvisor. No fund is responsible for
paying a Sub-Subadvisor.
Board Members
Board Members and
Officers’ Identification and Background. The identification
and background of the Board Members and
Officers of the Registrant are set forth in
Part II—Appendix
II-A.
Board Committees
and Compensation. Information
regarding the
Committees of the Board, as well as compensation paid to
the Independent Board Members and to Board Members
who are not officers of the Registrant, for certain
specified periods, is set forth in Part I—Appendix I-B
and Part I—Appendix
I-C.
Administrator,
Fund Accounting Agent, Transfer Agent and Shareholder Service Agent, and
Custodian
Administrator. DIMA serves as a
fund’s administrator pursuant to an
Administrative Services Agreement (except for DWS
CROCI® Equity Dividend Fund and DWS
ESG Core Equity
Fund).
For
its services under the Administrative Services Agreement, the
Administrator receives a fee at the rate set forth in
Part II—Appendix
II-C.
The Administrator will pay Accounting
Agency fees out of the Administrative Services
fee.
Under
the Administrative Services Agreement, the Administrator is obligated on a
continuous basis to provide such administrative
services as the Board of a fund reasonably deems necessary for
the proper administration of a fund. The Administrator
provides a fund with personnel; arranges for the
preparation and filing of a fund’s tax returns; prepares
and submits reports and meeting materials to the
Board and the shareholders; prepares and files updates to
a fund’s prospectus and statement of additional
information as well as other reports required to be filed by the
SEC; maintains a fund’s records; provides a fund with office
space, equipment and services; supervises, negotiates the
contracts of and monitors the performance of third parties
contractors; oversees the tabulation of proxies; monitors
the valuation of portfolio securities and monitors
compliance with Board-approved valuation procedures; assists
in establishing the accounting and tax policies of a
fund; assists in the resolution of accounting issues
that may arise with respect to a fund; establishes and
monitors a fund’s operating expense budgets; reviews and
processes a fund’s bills; assists in
determining
the amount of dividends and distributions available to be paid
by a fund, prepares and arranges dividend
notifications and provides information to agents to effect payments
thereof; provides to the Board periodic and special reports;
provides assistance with investor and public relations
matters; and monitors the registration of shares under
applicable federal and state law. The Administrator
also performs certain fund accounting services under the
Administrative Services Agreement.
The
Administrative Services Agreement provides that the Administrator will
not be liable under the Administrative Services Agreement
except for willful misfeasance, bad faith or negligence
in the performance of its duties or from the reckless
disregard by it of its duties and obligations thereunder.
Pursuant to an agreement between the Administrator
and SSB, the Administrator has delegated certain
administrative functions to SSB. The costs and expenses
of such delegation are borne by the Administrator, not
by a fund.
In
certain instances, a fund may be eligible to participate in class action
settlements involving securities presently or formerly held by
the fund. Pursuant to the Advisor’s procedures, approved
by the Board, proof of claim forms are routinely filed
on behalf of a fund by a third party service provider,
with certain limited exceptions. The Board receives periodic
reports regarding the implementation of these procedures.
Under some circumstances, the Advisor may decide
that a fund should not participate in a class action, and
instead cause the fund to pursue alternative legal remedies.
Where the rights and interests of funds differ, the
Advisor might take different approaches to the same class
action claim.
Fund Accounting
Agent.
For DWS
CROCI® Equity Dividend Fund and DWS ESG Core
Equity Fund, DIMA, 100 Summer Street,
Boston, Massachusetts 02110, is responsible for
determining net asset value per share and maintaining the
portfolio and general accounting records for a fund
pursuant to a Fund Accounting Agreement. For its
services under a Fund Accounting Agreement, DIMA
receives a fee at the rate set forth in Part II — Appendix
II-C.
Pursuant
to an agreement between DIMA and SSB, DIMA has delegated
certain fund accounting functions to SSB under the Fund
Accounting Agreement.
Transfer Agent
and Shareholder Service Agent. DSC, 222 South Riverside
Plaza, Chicago, Illinois 60606, an affiliate of the
Advisor, is each fund’s transfer agent, dividend-paying
agent and shareholder service agent
II-6
pursuant
to a transfer agency and service agreement (Transfer Agency and
Services Agreement). Pursuant to a sub-transfer
agency agreement between DSC and DST Systems, Inc. (DST),
DSC has delegated certain transfer agent, dividend
paying agent and shareholder servicing agent functions to
DST. The costs and expenses of such delegation are borne
by DSC, not by a fund. For its services under the Transfer
Agency and Services Agreement, DSC receives a fee at
the rate set forth in Part II—Appendix
II-C. Each fund, or the
Advisor (including any affiliate of the Advisor), or
both, may pay unaffiliated third parties for providing
recordkeeping and other administrative services with
respect to accounts of participants in retirement plans or
other beneficial owners of shares whose interests are
generally held in an omnibus account.
Custodian. Under its custody
agreement with a fund, the Custodian (i)
maintains separate accounts in the name of a fund, (ii)
holds and transfers portfolio securities on account of a fund,
(iii) accepts receipts and makes disbursements of
money on behalf of a fund, and (iv) collects and
receives all income and other payments and distributions on
account of a fund’s portfolio securities. The Custodian has
entered into agreements with foreign subcustodians
approved by the Board pursuant to Rule 17f-5 under the 1940
Act.
In
some instances, the Custodian may use Deutsche Bank AG or its
affiliates, as subcustodian (DB Subcustodian) in certain
countries. To the extent a fund holds any securities in the
countries in which the Custodian uses a DB Subcustodian as
a subcustodian, those securities will be held by DB
Subcustodian as part of a larger omnibus account in
the name of the Custodian (Omnibus Account). For its
services, DB Subcustodian receives (1) an annual fee based
on a percentage of the average daily net assets of the
Omnibus Account and (2) transaction charges with respect
to transactions that occur within the Omnibus Account
(e.g., foreign exchange transactions or corporate
transactions). To the extent that a DB Subcustodian
receives any brokerage commissions for any transactions,
such transactions and amount of brokerage
commissions paid by the fund are set forth in Part I – Appendix
I-H.
The
Custodian’s fee may be reduced by certain earnings credits in favor of
a fund.
Fund Legal Counsel. Provides legal
services to the funds.
Trustee/Director
Legal Counsel. Serves as legal
counsel to the Independent
Board Members.
Principal
Underwriter and Distribution Agreement.
Pursuant to a
distribution agreement (Distribution Agreement) with a
fund, DDI, 222 South Riverside Plaza, Chicago, Illinois
60606, an affiliate of the Advisor, is the principal
underwriter and distributor for each class of shares of a fund and
acts as agent of a fund in the continuous offering
of its shares. The Distribution Agreement remains in
effect for a class from year-to-year only if its
continuance is approved for the class at least annually by a vote
of the Board, including the Board Members who are not
parties to the Distribution Agreement or
interested persons of any such party.
The
Distribution Agreement automatically terminates in the event of its
assignment and may be terminated for a class at any time
without penalty by a fund or by DDI upon 60 days’
notice. Termination by a fund with respect to a class may be by
vote of (i) a majority of the Board Members who are not
interested persons of a fund and who have no direct
or indirect financial interest in the Distribution
Agreement or any related agreement, or (ii) a “majority of the
outstanding voting securities” of the class of a fund, as
defined under the 1940 Act. All material amendments must be
approved by the Board in the manner described
above with respect to the continuation of the Distribution
Agreement. The provisions concerning
continuation, amendment and termination of a Distribution
Agreement are on a fund-by-fund and class-by-class basis.
Under
the Distribution Agreement, DDI uses reasonable efforts to sell
shares of a fund and may appoint various financial services
firms to sell shares of a fund and to provide ongoing
shareholder services. DDI bears all of its expenses of
providing services pursuant to the Distribution Agreement,
including the payment of any commissions, concessions, and
distribution and/or shareholder service fees to
financial services firms. A fund pays the cost of the
registration of its shares for sale under the federal securities
laws and the registration or qualification of its shares for
sale under the securities laws of the various states.
A fund also pays the cost for the prospectus and
shareholder reports to be typeset and printed for existing
shareholders, and DDI, as principal underwriter, pays
for the printing and distribution of copies thereof used in
connection with the offering of shares to prospective
investors. DDI also pays for supplementary sales literature and
advertising costs. DDI receives any sales charge upon
the purchase of shares of a class with an initial sales
charge and pays commissions, concessions and distribution
fees to firms for the sale of a fund’s shares. DDI also
receives any contingent deferred sales charges paid with
respect to the redemption of any shares
II-7
having
such a charge. DDI receives no compensation from a fund as principal
underwriter and distributor except with respect to certain
fund classes in amounts authorized by a Rule 12b-1 Plan
adopted for a class by a fund (see Distribution and
Service Agreements and Plans).
Shareholder and
Administrative Services.
Shareholder and administrative
services are provided to certain fund classes under a
shareholder services agreement (Services Agreement)
with DDI. The Services Agreement continues in effect
for each class from year to year so long as such
continuance is approved for the class at least annually by a
vote of the Board, including the Board Members who are not
interested persons of a fund and who have no direct
or indirect financial interest in the Services Agreement
or in any related agreement. The Services Agreement
automatically terminates in the event of its assignment
and may be terminated for a class at any time without
penalty by a fund or by DDI upon 60 days’ notice.
Termination by a fund with respect to a class may be by a vote of
(i) the majority of the Board Members who are not
interested persons of a fund and who have no direct or
indirect financial interest in the Services Agreement or in any
related agreement, or (ii) a “majority
of the
outstanding voting securities” of the class of
such fund, as defined
under the 1940 Act. The Services Agreement may not be
amended for a class to increase materially the fee
to be paid by a fund without approval of a majority of the
outstanding voting securities of such class of a fund, and
all material amendments must in any event be
approved by the Board in the manner described above with
respect to the continuation of the Services
Agreement.
Under
the Services Agreement, DDI provides, and may appoint various
financial services firms to provide, information and services to
investors in certain classes of a fund. Firms
appointed by DDI provide such office space and equipment,
telephone facilities and personnel as is necessary or
beneficial for providing information and services to
shareholders in the applicable classes of a fund. Such services
and assistance may include, but are not limited to,
establishing and maintaining accounts and records, processing
purchase and redemption transactions, answering routine
inquiries regarding a fund, providing assistance
to clients in changing dividend and investment options,
account designations and addresses and such other
administrative services as may be agreed upon from time to
time and permitted by applicable statute, rule or
regulation.
DDI
bears all of its expenses of providing those services pursuant to the
Services Agreement, including the payment of any
service fees to financial services firms
appointed
by DDI to provide such services and DDI receives
compensation from a fund for its services under the Services
Agreement in amounts authorized by a Rule 12b-1 Plan adopted
for a class by a fund (see Distribution and Service
Agreements and Plans).
DDI
may itself provide some of the above distribution and shareholder and
administrative services and may retain any portion
of the fees received under the Distribution Agreement and/or
the Services Agreement not paid to financial
services firms to compensate itself for such distribution
and shareholder and administrative functions performed
for a fund. Firms to which DDI may pay commissions,
concessions, and distribution fees or service fees or
other compensation may include affiliates of DDI.
Codes of
Ethics.
Each fund, the Advisor, each fund’s principal
underwriter and distributor, and, if applicable, each fund’s
subadvisor(s) (and, if applicable, sub-subadvisor(s))
have adopted codes of ethics under Rule 17j-1 under the
1940 Act. Board Members, officers of a Registrant and
employees of the Advisor and principal underwriter are
permitted to make personal securities transactions,
including transactions in securities that may be purchased or held
by a fund, subject to requirements and restrictions set
forth in the applicable Code of Ethics. The Advisor’s Code
of Ethics contains provisions and requirements
designed to identify and address certain conflicts of
interest between personal investment activities and the
interests of a fund. Among other things, the Advisor’s Code
of Ethics prohibits certain types of transactions absent
prior approval, imposes time periods during which
personal transactions may not be made in certain securities,
and requires the submission of duplicate broker confirmations
and quarterly reporting of securities transactions.
Additional restrictions apply to portfolio managers, traders,
research analysts and others involved in the investment
advisory process. Exceptions to these and other provisions
of the Advisor’s or subadvisors Codes of Ethics may be
granted in particular circumstances after review by
appropriate personnel.
Fund
Organization
For each Trust
(except Deutsche DWS Asset Allocation Trust, Deutsche DWS Portfolio
Trust, Deutsche DWS Tax Free Trust and Cash Account
Trust)
The
Board has the authority to divide the shares of the Trust into multiple
funds by establishing and designating two or more series
of the Trust. The Board also has the authority to
establish and designate two or more
II-8
classes
of shares of the Trust, or of any series thereof, with variations in
the relative rights and preferences between the classes
as determined by the Board; provided that all shares of a
class shall be identical with each other and with the shares
of each other class of the same series except for such
variations between the classes, including bearing different
expenses, as may be authorized by the Board and not
prohibited by the 1940 Act and the rules and regulations
thereunder. All shares issued and outstanding are
transferable, have no pre-emptive or conversion rights
(except as may be determined by the Board) and are
redeemable as described in the SAI and in the prospectus.
Each share has equal rights with each other share of the
same class of the fund as to voting, dividends,
exchanges, conversion features and liquidation. Shareholders are
entitled to one vote for each full share held and
fractional votes for fractional shares held.
A
fund generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, shareholders only have the power
to vote in connection with the following
matters and only to the extent and as provided in the
Declaration of Trust and as required by applicable law: (a)
the election, re-election or removal of one or more Trustees
if a meeting of shareholders is called by or at the
direction of the Board for such purpose(s), provided that the
Board shall promptly call a meeting of shareholders for the
purpose of voting upon the question of removal of one or
more Trustees as a result of a request in writing by the
holders of not less than 10% of the outstanding shares
of the Trust; (b) the termination of the Trust or a fund
if, in either case, the Board submits the matter to a vote
of shareholders; (c) any amendment of the Declaration
of Trust that (i) would affect the rights of shareholders to
vote under the Declaration of Trust, (ii) requires
shareholder approval under applicable law or (iii) the Board
submits to a vote of shareholders; and (d) such additional
matters as may be required by law or as the Board may
determine to be necessary or desirable. Shareholders also
vote upon changes in fundamental policies or
restrictions.
The
Declaration of Trust provides that shareholder meeting quorum requirements
shall be established in the By-laws. The By-laws of the
Trust currently provide that the presence in person
or by proxy of the holders of 30% of the shares entitled
to vote at a meeting shall constitute a quorum for the
transaction of business at meetings of shareholders of the
Trust (or of an individual series or class if required to
vote separately).
On
any matter submitted to a vote of shareholders, all shares of the Trust
entitled to vote shall, except as otherwise provided
in the By-laws, be voted in the aggregate as a
single class without regard to series or classes of shares,
except (a) when required by applicable law or when the
Board has determined that the matter affects one
or more series or classes of shares materially
differently, shares shall be voted by individual series or class; and
(b) when the Board has determined that the matter
affects only the interests of one or more series or classes,
only shareholders of such series or classes shall be
entitled to vote thereon.
The
Declaration of Trust provides that the Board may, in its discretion,
establish minimum investment amounts for shareholder
accounts, impose fees on accounts that do not exceed a
minimum investment amount and involuntarily redeem shares in
any such account in payment of such fees. The
Board, in its sole discretion, also may cause the Trust to
redeem all of the shares of the Trust or one or more
series or classes held by any shareholder for any reason, to
the extent permissible by the 1940 Act, including:
(a) if the shareholder owns shares having an aggregate
net asset value of less than a specified minimum
amount; (b) if a particular shareholder’s ownership of shares
would disqualify a series from being a
regulated investment company; (c) upon a shareholder’s
failure to provide sufficient identification to permit the Trust
to verify the shareholder’s identity; (d) upon a
shareholder’s failure to pay for shares or meet or maintain the
qualifications for ownership of a particular class or series of
shares; (e) if the Board determines (or pursuant to policies
established by the Board it is determined) that share
ownership by a particular shareholder is not in the best
interests of remaining shareholders; (f) when a fund is
requested or compelled to do so by governmental
authority or applicable law; and (g) upon a shareholder’s
failure to comply with a request for information with respect to the
direct or indirect ownership of shares or other
securities of the Trust. The Declaration of Trust also
authorizes the Board to terminate a fund or any class
without shareholder approval, and the Trust may suspend
the right of shareholders to require the Trust to redeem
shares to the extent permissible under the 1940
Act.
The
Declaration of Trust provides that, except as otherwise required by
applicable law, the Board may authorize the Trust or any series
or class thereof to merge, reorganize or consolidate with
any corporation, association, trust or series thereof
(including another series or class of the Trust) or other
entity (in each case, the “Surviving
Entity”)
II-9
or
the Board may sell, lease or exchange all or substantially all of the Trust
property (or all or substantially all of the Trust property
allocated or belonging to a particular series or class),
including its good will, to any Surviving Entity, upon such
terms and conditions and for such consideration as
authorized by the Board. Such transactions may be effected
through share-for-share exchanges, transfers or sales
of assets, in-kind redemptions and purchases, exchange
offers or any other method approved by the Board. The
Board shall provide notice to affected shareholders of each
such transaction. The authority of the Board with
respect to the merger, reorganization or consolidation of any
class of the Trust is in addition to the authority of the
Board to combine two or more classes of a series into a
single class. (For DWS RREEF Global Real Estate
Securities Fund, the fund's by-laws contain special provisions
related to a reorganization of the fund.)
Upon
the termination of the Trust or any series, after paying or adequately
providing for the payment of all liabilities, which may include
the establishment of a liquidating trust or similar vehicle,
and upon receipt of such releases, indemnities and
refunding agreements as they deem necessary for their
protection, the Board may distribute the remaining Trust
property or property of the series to the shareholders of
the Trust or the series involved, ratably according to the
number of shares of the Trust or such series held by the
several shareholders of the Trust or such series on the
date of termination, except to the extent otherwise
required or permitted by the preferences and special or
relative rights and privileges of any classes of shares of
a series involved, provided that any distribution to the
shareholders of a particular class of shares shall be made
to such shareholders pro rata in proportion to the
number of shares of such class held by each of them. The
composition of any such distribution (e.g., cash,
securities or other assets) shall be determined by the
Trust in its sole discretion and may be different among
shareholders (including differences among shareholders
in the same series or class).
Under
Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally
liable for obligations of a fund. The Declaration of
Trust, however, disclaims shareholder liability for acts or
obligations of the fund and requires that notice of such disclaimer
be given in each agreement, obligation, or instrument
entered into or executed by a fund or a fund's trustees.
Moreover, the Declaration of Trust provides for indemnification
out of fund property for all losses and expenses of any
shareholder held personally liable for the obligations of
the fund, and the fund may be covered by insurance which
the Board considers adequate to cover foreseeable tort
claims. Thus, the risk of a shareholder
incurring
financial loss on account of shareholder liability is limited to
circumstances in which a disclaimer is inoperative and a
fund itself is unable to meet its obligations.
For Deutsche DWS
Asset Allocation Trust, Deutsche DWS Portfolio Trust and Deutsche
DWS Tax Free Trust
The
Board has the authority to divide the shares of the Trust into multiple
funds by establishing and designating two or more series
of the Trust. The Board also has the authority to
establish and designate two or more classes of shares of
the Trust, or of any series thereof, with variations in
the relative rights and preferences between the classes
as determined by the Board; provided that all shares of a
class shall be identical with each other and with the shares
of each other class of the same series except for such
variations between the classes, including bearing different
expenses, as may be authorized by the Board and not
prohibited by the 1940 Act and the rules and regulations
thereunder. All shares issued and outstanding are
transferable, have no pre-emptive or conversion rights
(except as may be determined by the Board) and are
redeemable as described in the SAI and in the prospectus.
Each share has equal rights with each other share of the
same class of the fund as to voting, dividends,
exchanges, conversion features and liquidation. Shareholders are
entitled to one vote for each full share held and
fractional votes for fractional shares held.
A
fund generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, shareholders only have the power
to vote in connection with the following
matters and only to the extent and as provided in the
Declaration of Trust and as required by applicable law: (a)
the election, re-election or removal of one or more Trustees
if a meeting of shareholders is called by or at the
direction of the Board for such purpose(s), provided that the
Board shall promptly call a meeting of shareholders for the
purpose of voting upon the question of removal of one or
more Trustees as a result of a request in writing by the
holders of not less than 10% of the outstanding shares
of the Trust; (b) the termination of the Trust or a fund
if, in either case, the Board submits the matter to a vote
of shareholders; (c) any amendment of the Declaration
of Trust that (i) would change any right with respect to any
shares of the Trust or fund by reducing the amount payable
thereon upon liquidation of the Trust or fund or by
diminishing or eliminating any voting rights pertaining thereto,
in which case the vote or consent of the holders of
two-thirds of the shares of the Trust or
II-10
fund
outstanding and entitled to vote would be required (ii) requires
shareholder approval under applicable law or (iii) the Board
submits to a vote of shareholders; and (d) such additional
matters as may be required by law or as the Board may
determine to be necessary or desirable. Shareholders also
vote upon changes in fundamental policies or
restrictions.
In
addition, under the Declaration of Trust, shareholders of the Trust also
have the power to vote in connection with the following
matters to the extent and as provided in the Declaration
of Trust and as required by applicable law: (a) to the same
extent as the stockholders of a Massachusetts business
corporation as to whether or not a court action,
proceeding or claims should or should not be brought or
maintained derivatively or as a class action on behalf of the
Trust or the shareholders; (b) with respect to any merger,
consolidation or sale of assets; (c) with respect to any
investment advisory or management contract entered
into with respect to one or more funds; (d) with respect to
the incorporation of the Trust or a fund; (e) with respect to
any plan adopted pursuant to Rule 12b-1 (or any
successor rule) under the 1940 Act; and (f) with respect to such
additional matters relating to the Trust as may be
required by the Declaration of Trust, the By-laws or any
registration of the Trust with the SEC as an investment
company under the 1940 Act.
The
Declaration of Trust provides that shareholder meeting quorum requirements
shall be established in the By-laws. The By-laws of the
Trust currently provide that the presence in person
or by proxy of the holders of 30% of the shares entitled
to vote at a meeting shall constitute a quorum for the
transaction of business at meetings of shareholders of the
Trust (or of an individual series or class if required to
vote separately).
On
any matter submitted to a vote of shareholders, all shares of the Trust
entitled to vote shall, except as otherwise provided
in the By-laws, be voted in the aggregate as a
single class without regard to series or classes of shares,
except (a) when required by applicable law or when the
Board has determined that the matter affects one
or more series or classes of shares materially
differently, shares shall be voted by individual series or class; and
(b) when the Board has determined that the matter
affects only the interests of one or more series or classes,
only shareholders of such series or classes shall be
entitled to vote thereon.
The
Declaration of Trust provides that the Board may, in its discretion,
establish minimum investment amounts for shareholder
accounts, impose fees on accounts that do not exceed a
minimum investment amount and invol
untarily
redeem shares in any such account in payment of such fees. The
Board, in its sole discretion, also may cause the Trust to
redeem all of the shares of the Trust or one or more
series or classes held by any shareholder for any reason, to
the extent permissible by the 1940 Act, including:
(a) if the shareholder owns shares having an aggregate
net asset value of less than a specified minimum
amount; (b) if a particular shareholder’s ownership of shares
would disqualify a series from being a
regulated investment company; (c) upon a shareholder’s
failure to provide sufficient identification to permit the Trust
to verify the shareholder’s identity; (d) upon a
shareholder’s failure to pay for shares or meet or maintain the
qualifications for ownership of a particular class or series of
shares; (e) if the Board determines (or pursuant to policies
established by the Board it is determined) that share
ownership by a particular shareholder is not in the best
interests of remaining shareholders; (f) when a fund is
requested or compelled to do so by governmental
authority or applicable law; and (g) upon a shareholder’s
failure to comply with a request for information with respect to the
direct or indirect ownership of shares or other
securities of the Trust. The Declaration of Trust also
authorizes the Board to terminate a fund or any class
without shareholder approval, and the Trust may suspend
the right of shareholders to require the Trust to redeem
shares to the extent permissible under the 1940
Act.
Upon
the termination of the Trust or any series, after paying or adequately
providing for the payment of all liabilities, which may include
the establishment of a liquidating trust or similar vehicle,
and upon receipt of such releases, indemnities and
refunding agreements as they deem necessary for their
protection, the Board may distribute the remaining Trust
property or property of the series to the shareholders of
the Trust or the series involved, ratably according to the
number of shares of the Trust or such series held by the
several shareholders of the Trust or such series on the
date of termination, except to the extent otherwise
required or permitted by the preferences and special or
relative rights and privileges of any classes of shares of
a series involved, provided that any distribution to the
shareholders of a particular class of shares shall be made
to such shareholders pro rata in proportion to the
number of shares of such class held by each of them. The
composition of any such distribution (e.g., cash,
securities or other assets) shall be determined by the
Trust in its sole discretion and may be different among
shareholders (including differences among shareholders
in the same series or class).
II-11
Under
Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally
liable for obligations of a fund. The Declaration of
Trust, however, disclaims shareholder liability for acts or
obligations of the fund and requires that notice of such disclaimer
be given in each agreement, obligation, or instrument
entered into or executed by a fund or a fund's trustees.
Moreover, the Declaration of Trust provides for indemnification
out of fund property for all losses and expenses of any
shareholder held personally liable for the obligations of
the fund and the fund may be covered by insurance which
the Board considers adequate to cover foreseeable tort
claims. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to
circumstances in which a disclaimer is inoperative and a
fund itself is unable to meet its obligations.
For Cash Account
Trust
The
Board Members have the authority to create additional funds and to
designate the relative rights and preferences as between the
different funds. The Board Members also may
authorize the division of shares of a fund into different
classes, which may bear different expenses. All shares
issued and outstanding are fully paid and
non-assessable, transferable, have no pre-emptive or
conversion rights and are redeemable as described in the
funds’ prospectuses and SAIs. Each share has equal rights
with each other share of the same class of the fund as to
voting, dividends, exchanges, conversion features and
liquidation. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares
held. The Board Members may also terminate any fund
or class by notice to the shareholders without shareholder
approval.
The
Trust generally is not required to hold meetings of its shareholders.
Under the Declaration of Trust, however, shareholder meetings
will be held in connection with the following
matters: (a) the election or removal of Board Members if a meeting
is called for such purpose; (b) the adoption of any
contract for which shareholder approval is required by the
1940 Act; (c) any termination or reorganization of the Trust to the
extent and as provided in the Declaration of
Trust; (d) any amendment of the Declaration of Trust (other
than amendments changing the name of the Trust or any
fund, establishing a fund, supplying any omission, curing
any ambiguity or curing, correcting or supplementing any
defective or inconsistent provision thereof); and (e)
such additional matters as may be required by law, the
Declaration of Trust, the By-laws of the Trust, or any registration
of the Trust with the SEC or any state,
or
as the Board Members may consider necessary or desirable. The
shareholders also would vote upon changes in fundamental
investment objectives, policies or restrictions.
Subject
to the Declaration of Trust, shareholders may remove Board
Members. Each Board Member serves until the next
meeting of shareholders, if any, called for the purpose of
electing Board Members and until the election and
qualification of a successor or until such Board Member sooner
dies, resigns, retires or is removed by a majority vote
of the shares entitled to vote (as described below) or
a majority of the Board Members. In accordance with
the 1940 Act (a) the Trust will hold a shareholder meeting
for the election of Board Members at such time as less
than a majority of the Board Members have been elected by
shareholders, and (b) if, as a result of a vacancy in the
Board, less than two-thirds of the Board Members have
been elected by the shareholders, that vacancy will be
filled only by a vote of the shareholders.
The
Declaration of Trust provides that obligations of the Trust are not
binding upon the Board Members individually but only upon the
property of the Trust, that the Board Members and officers
will not be liable for errors of judgment or mistakes
of fact or law, and that a Trust will indemnify its Board
Members and officers against liabilities and expenses
incurred in connection with litigation in which they may be
involved because of their offices with a Trust except if it
is determined in the manner provided in the Declaration
of Trust that they have not acted in good faith in the
reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of
Trust protects or indemnifies a Board Member or officer
against any liability to which he would otherwise be subject
by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in
the conduct of their office.
Board
Members may be removed from office by a vote of the holders of a
majority of the outstanding shares at a meeting called for
that purpose, which meeting shall be held upon the
written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or
more shareholders who have been such for at least six
months and who hold shares constituting at least 1% of the
outstanding shares of the Trust stating that such
shareholders wish to communicate with the other shareholders
for the purpose of obtaining the signatures necessary to demand
a meeting to consider removal
II-12
of
a trustee, the Trust has undertaken to disseminate appropriate
materials at the expense of the requesting shareholders.
The
Declaration of Trust provides that the presence at a shareholder meeting
in person or by proxy of at least 30% of the shares
entitled to vote on a matter shall constitute a quorum.
Thus, a meeting of shareholders of a fund could take
place even if less than a majority of the shareholders
were represented on its scheduled date. Shareholders would
in such a case be permitted to take action which does
not require a larger vote than a majority of a quorum, such as
the election of Board Members and ratification of
the selection of auditors. Some matters requiring a larger
vote under the Declaration of Trust, such as termination or
reorganization of a fund and certain amendments of the
Declaration of Trust, would not be affected by this
provision; nor would matters which under the 1940 Act require
the vote of a “majority of the
outstanding voting
securities” as defined in the
1940 Act.
The
Declaration of Trust specifically authorizes the Board to terminate the
Trust (or any fund or class) by notice to the shareholders
without shareholder approval.
Under
Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally
liable for obligations of the Trust. The Declaration of
Trust, however, disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer
be given in each agreement, obligation, or instrument
entered into or executed by the Trust or the Board Members.
Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses
of any shareholder held personally liable for the
obligations of the Trust and the Trust may be covered by
insurance. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is considered by the
Advisor remote and not material, since it is limited
to circumstances in which a disclaimer is inoperative and
the Trust itself is unable to meet its obligations.
For each Corporation
All
shares issued and outstanding are fully paid and non-assessable,
transferable, have no pre-emptive rights (except as may be
determined by the Board of Directors) or conversion rights
(except as described below) and are redeemable as
described in the SAI and in each fund’s prospectus. Each
share has equal rights with each other share of the same
class of a fund as to voting, dividends,
exchanges
and liquidation. Shareholders are entitled to one vote for each
share held and fractional votes for fractional shares
held.
The
Board of Directors may determine that shares of a fund or a class of a
fund shall be automatically converted into shares of
another fund of the Corporation or of another class of the same or
another fund based on the relative net assets of such
fund or class at the time of conversion. The Board of
Directors may also provide that the holders of shares of a fund
or a class of a fund shall have the right to convert or
exchange their shares into shares of one or more other
funds or classes on terms established by the Board of
Directors.
Each
share of the Corporation may be subject to such sales loads or
charges, expenses and fees, account size requirements, and
other rights and provisions, which may be the same or
different from any other share of the Corporation or any
other share of any fund or class of a fund (including
shares of the same fund or class as the share), as the Board
of Directors may establish or change from time to time
and to the extent permitted under the 1940
Act.
The
Corporation is not required to hold an annual meeting of shareholders in
any year in which the election of Directors is not
required by the 1940 Act. If a meeting of shareholders of
the Corporation is required by the 1940 Act to take action
on the election of Directors, then an annual meeting shall
be held to elect Directors and take such other action as
may come before the meeting. Special meetings of
the shareholders of the Corporation, or of the
shareholders of one or more funds or classes thereof, for
any purpose or purposes, may be called at any time
by the Board of Directors or by the President, and shall
be called by the President or Secretary at the request in
writing of shareholders entitled to cast a majority of the
votes entitled to be cast at the meeting.
Except
as provided in the 1940 Act, the presence in person or by proxy of the
holders of one-third of the shares entitled to vote at a meeting
shall constitute a quorum for the transaction of
business at meetings of shareholders of the Corporation or
of a fund or class.
On
any matter submitted to a vote of shareholders, all shares of the
Corporation entitled to vote shall be voted in the aggregate as
a single class without regard to series or classes of
shares, provided, however, that (a) when applicable law
requires that one or more series or classes vote separately,
such series or classes shall vote separately and, subject to (b)
below, all other series or classes shall
II-13
vote
in the aggregate; and (b) when the Board of Directors determines that a
matter does not affect the interests of a particular
series or class, such series or class shall not be entitled to
any vote and only the shares of the affected series or
classes shall be entitled to vote.
Notwithstanding
any provision of Maryland corporate law requiring
authorization of any action by a greater proportion than a majority of
the total number of shares entitled to vote on a matter,
such action shall be effective if authorized by the majority
vote of the outstanding shares entitled to
vote.
Subject
to the requirements of applicable law and any procedures adopted
by the Board of Directors from time to time, the holders
of shares of the Corporation or any one or more series
or classes thereof may take action or consent to any
action by delivering a consent, in writing or by electronic
transmission, of the holders entitled to cast not less than
the minimum number of votes that would be necessary
to authorize or take the action at a formal
meeting.
The
Articles of Incorporation provide that the Board of Directors may, in
its discretion, establish minimum investment amounts
for shareholder accounts, impose fees on accounts
that do not exceed a minimum investment amount
and involuntarily redeem shares in any such account in
payment of such fees. The Board of Directors, in its
sole discretion, also may cause the Corporation to redeem all of
the shares of the Corporation or one or more series
or classes held by any shareholder for any reason, to
the extent permissible by the 1940 Act, including: (a)
if the shareholder owns shares having an aggregate net
asset value of less than a specified minimum amount; (b)
if the shareholder’s ownership of shares would
disqualify a series from being a regulated investment company;
(c) upon a shareholder’s failure to provide sufficient
identification to permit the Corporation to verify the
shareholder’s identity; (d) upon a shareholder’s failure to pay for
shares or meet or maintain the qualifications for
ownership of a particular series or class; (e) if the Board of
Directors determines (or pursuant to policies established
by the Board of Directors it is determined) that share
ownership by a shareholder is not in the best interests
of the remaining shareholders; (f) when the Corporation is
requested or compelled to do so by governmental
authority or applicable law; or (g) upon a shareholder’s
failure to comply with a request for information with respect to the
direct or indirect ownership of shares of the
Corporation. By redeeming shares the Corporation may
terminate a fund or any class without
shareholder
approval, and the Corporation may suspend the right of
shareholders to require the Corporation to redeem shares to the
extent permissible under the 1940 Act.
Except
as otherwise permitted by the Articles of Incorporation, upon liquidation or
termination of a fund or class, shareholders of such
fund or class of such fund shall be entitled to receive,
pro rata in proportion to the number of shares of such
fund or class held by each of them, a share of the net
assets of such fund or class, and the holders of shares of
any other particular fund or class shall not be
entitled to any such distribution, provided, however, that the
composition of any such payment (e.g., cash, securities
and/or other assets) to any shareholder shall be determined
by the Corporation in its sole discretion, and may
be different among shareholders (including
differences among shareholders in the same fund or
class).
For Master/Feeder
Arrangements
Deutsche
DWS Equity 500 Index Portfolio and Government Cash
Management Portfolio (the “Portfolios”
and
each a “Portfolio”) are organized as
master trust funds under the laws of
the State of New York. Each Portfolio serves as a master
fund in a master/feeder arrangement. References to a fund
in this section refer only to a fund that is a feeder
fund in a master/feeder arrangement. Each Portfolio's
Declaration of Trust provides that a fund and other entities
investing in the Portfolio (e.g., other investment
companies, insurance company separate accounts and common
and commingled trust funds) will each be liable for
all obligations of a Portfolio. However, the risk of a fund
incurring financial loss on account of such liability is
limited to circumstances in which both inadequate insurance
existed and a Portfolio itself was unable to meet its
obligations. Accordingly, the Board believes that
neither a fund nor its shareholders will be adversely affected
by reason of a fund's investing in a Portfolio. Whenever
a fund is requested to vote on a matter pertaining to a
Portfolio, a fund will vote its shares without a meeting of
shareholders of a fund if the proposal is one, in which made
with respect to a fund, would not require the vote of
shareholders of a fund as long as such action is
permissible under applicable statutory and regulatory
requirements. In addition, whenever a fund is requested to vote
on matters pertaining to the fundamental policies of a
Portfolio, a fund will hold a meeting of the fund's
shareholders and will cast its vote as instructed by the
fund's shareholders. The percentage of a fund's votes
representing fund shareholders not voting will be voted
by a fund in the same proportion as
II-14
fund
shareholders who do, in fact, vote. For all other matters requiring a
vote, a fund will hold a meeting of shareholders of a
fund and, at the meeting of investors in a Portfolio, a
fund will cast all of its votes in the same proportion as the
votes of a fund's shareholders even if all fund
shareholders did not vote. Even if a fund votes all its shares at
the Portfolio meeting, other investors with a greater pro
rata ownership of a Portfolio could have effective
voting control of the operations of a Portfolio.
Purchase
and Redemption of Shares
General
Information. Policies and
procedures affecting transactions in a
fund’s shares can be changed at any time without notice,
subject to applicable law. Transactions may be contingent
upon proper completion of application forms and other
documents by shareholders and their receipt by a
fund’s agents. Transaction delays in processing (and
changing account features) due to circumstances within or beyond
the control of a fund and its agents may occur.
Shareholders (or their financial services firms) are
responsible for all losses and fees resulting from bad checks,
cancelled orders or the failure to consummate
transactions effected pursuant to instructions reasonably believed
to be genuine.
A
fund may suspend (in whole or in part) or terminate the offering of its
shares at any time for any reason and may limit the amount
of purchases by, and refuse to sell to, any person.
During the period of such suspension, a fund may permit
certain persons (for example, persons who are already
shareholders of the fund) to continue to purchase
additional shares of a fund and to have dividends
reinvested.
Orders
will be confirmed at a share price next calculated after receipt in
good order by DDI. Except as described below,
orders received by certain dealers or other financial
services firms prior to the close of a fund's business day will be
confirmed at a price based on the net asset value
determined on that day (trade date).
Use of Financial
Services Firms. Dealers and other
financial services
firms provide varying arrangements for their clients to
purchase and redeem a fund’s shares, including different
minimum investments, and may assess transaction or other
fees. In addition, certain privileges with respect to the
purchase and redemption of shares or the reinvestment
of dividends may not be available through such firms.
Firms may arrange with their clients for other investment
or administrative services. Such firms may independently
establish and charge additional
amounts
to their clients for such services. Firms also may hold a fund’s
shares in nominee or street name as agent for and on
behalf of their customers. In such instances, the
Shareholder Service Agent will have no information with
respect to or control over the accounts of specific
shareholders. Such shareholders may obtain access to their
accounts and information about their accounts only from
their firm. Certain of these firms may receive compensation
from a fund through the Shareholder Service Agent for
record-keeping and other expenses relating to
these nominee accounts. Some firms may participate in a
program allowing them access to their clients’
accounts for servicing including, without limitation,
transfers of registration and dividend payee changes; and may
perform functions such as generation of confirmation
statements and disbursement of cash dividends. Such
firms, including affiliates of DDI, may receive compensation
from a fund through the Shareholder Service Agent for
these services.
A
fund has authorized one or more financial service institutions, including certain
members of the Financial Industry Regulatory
Authority (FINRA) other than DDI (i.e., financial
institutions), to accept purchase and redemption orders
for a fund’s shares. Such financial institutions may also designate
other parties, including plan administrator
intermediaries, to accept purchase and redemption orders on
a fund’s behalf. Orders for purchases or redemptions will
be deemed to have been received by a fund when such
financial institutions or, if applicable, their authorized
designees accept the orders. Subject to the terms
of the contract between a fund and the financial
institution, ordinarily orders will be priced at a fund’s net
asset value next computed after acceptance by such financial
institution or its authorized designees. Further,
if purchases or redemptions of a fund’s shares are arranged
and settlement is made at an investor’s election through
any other authorized financial institution, that financial
institution may, at its discretion, charge a fee for that
service.
Tax-Sheltered
Retirement Plans. The Shareholder
Service
Agent and DDI provide retirement plan services and documents and
can establish investor accounts in any of the following
types of retirement plans:
•
Traditional, Roth and Education
IRAs.
This includes Simplified Employee
Pension Plan (SEP) IRA accounts and prototype
documents.
•
403(b)(7) Custodial
Accounts. This type of plan
is available to
employees of most non-profit organizations.
II-15
•
Prototype money
purchase pension and profit-sharing plans may be adopted
by employers.
Materials
describing these plans and materials for establishing them are available
from the Shareholder Service Agent upon request.
DDI may pay commissions to dealers and other financial
services firms in connection with shares sold to
retirement plans. For further information about such
compensation, see Compensation Schedule as set forth in
Part II—Appendix II-D.
Additional fees
and
transaction policies and procedures may apply to such plans. Certain
funds investing in municipal securities may not be
appropriate for such Tax-Sheltered Retirement Plans. Investors
should consult their own tax advisors before establishing
a retirement plan.
Purchases
A
fund may offer only certain of the classes of shares referred to in the
subsections below. Thus, the information provided below in
regard to the purchase of certain classes of shares is
only applicable to funds offering such classes of shares.
For information regarding purchases of shares of
Deutsche DWS Variable Series I, Deutsche DWS Variable Series
II and Deutsche DWS Investments VIT Funds, please
see Variable
Insurance Funds below. For information
regarding purchases of money market funds, please see
Money Market
Funds
below.
Purchase of Class
A Shares. The public offering
price of Class A shares is
the net asset value plus a sales charge based on investment
amount, if applicable, as set forth in the relevant
prospectus and the “Class A and Class T
Sales
Charge Schedule” set forth in
Part II – Appendix
II-F. Class A shares are
subject to a Rule 12b-1 fee, as described in the
relevant prospectus (see also the discussion of Rule
12b-1 Plans under Distribution and Service Agreements
and Plans below).
Class A Shares Reduced Sales
Charges
Quantity
Discounts. An investor or the
investor’s dealer or other financial
services firm must notify the Shareholder Service Agent or
DDI whenever a quantity discount or reduced sales
charge is applicable to a purchase. In order to qualify for
a lower sales charge, all orders from an organized group
will have to be placed through a single dealer or other firm
and identified as originating from a qualifying
purchaser.
Combined
Purchases. A fund’s Class A
shares may be purchased at the
rate applicable to the sales charge discount bracket
attained by combining same day investments in all share
classes of two or more retail DWS funds (excluding
direct purchases of DWS money market funds).
Cumulative
Discount. Class A shares of a
fund may also be purchased at
the rate applicable to the discount bracket attained by
adding to the cost of shares being purchased, the value
of all share classes of retail DWS funds (excluding
shares in DWS money market funds for which a sales
charge has not previously been paid and computed at the
maximum offering price at the time of the purchase for
which the discount is applicable for Class A shares)
already owned by the investor or his or her immediate family
member (including the investor’s spouse or life
partner and children or stepchildren age 21 or
younger).
Letter of
Intent.
The reduced sales charges for Class A shares, as shown in
the relevant prospectus and the “Class A Sales and
Class T Charge Schedule” set forth
in
Part II – Appendix
II-F,
also apply to the aggregate amount of purchases
of all shares of retail DWS funds (excluding direct
purchases of DWS money market funds) made by any
purchaser within a 24-month period under a written Letter of
Intent (Letter) provided to DDI. The Letter, which
imposes no obligation to purchase or sell additional Class A
shares, provides for a price adjustment depending upon the
actual amount purchased within such period. The Letter
provides that the first purchase following execution of the
Letter must be at least 5% of the amount of the intended
purchase, and that 5% of the amount of the intended
purchase normally will be held in escrow in the form of
shares pending completion of the intended purchase. If the
total investments under the Letter are less than the
intended amount and thereby qualify only for a higher sales
charge than actually paid, the appropriate number of escrowed
shares are redeemed and the proceeds used
toward satisfaction of the obligation to pay the increased
sales charge. A shareholder may include the value
(at the maximum offering price, which is determined by
adding the maximum applicable sales load charged to the
net asset value) of all shares of such DWS funds held of
record as of the initial purchase date under the Letter as
an “accumulation
credit” toward the
completion of the
Letter, but no price adjustment will be made on such
shares.
A
description of other waivers are included in the relevant prospectus.
II-16
Purchase of Class
T Shares. Class T shares of
DWS Core Equity Fund,
DWS CROCI® Equity Dividend
Fund, DWS
CROCI® International Fund,
DWS CROCI® U.S. Fund, DWS Emerging
Markets Equity Fund, DWS Enhanced Commodity
Strategy Fund, DWS Global High Income Fund, DWS
Global Macro Fund, DWS Global Small Cap Fund, DWS GNMA
Fund, DWS High Income Fund, DWS RREEF Global
Infrastructure Fund, DWS RREEF Global Real Estate
Securities Fund, DWS RREEF Real Assets Fund, DWS
RREEF Real Estate Securities Fund, DWS Short Duration
Fund and DWS Small Cap Core Fund are closed to new
purchases, except for in connection with the
reinvestment of dividends or other distributions. The public offering
price of Class T shares is the net asset value plus
a sales charge based on investment amount, as set forth
in the relevant prospectus and the “Class A and Class T
Sales Charge Schedule” set forth
in
Part II – Appendix
II-F.
Class T shares are subject to a Rule 12b-1 fee, as
described in the relevant prospectus (see also the
discussion of Rule 12b-1 Plans under Distribution and Service
Agreements and Plans below).
Class T NAV
Sales.
There are generally no sales charge waivers for Class T
purchases. However, the sales charge will be waived if
you are reinvesting dividends and distributions. In addition,
certain intermediaries may provide sales charge
waivers. If provided, such waivers and the applicable
intermediaries would be described under “Sales Charge Waivers and
Discounts Available Through Intermediaries” in Appendix B to a
fund’s prospectus.
Purchase of Class
C Shares. Class C shares of a
fund are offered at net
asset value. No initial sales charge is imposed, which
allows the full amount of the investor’s purchase payment to
be invested in Class C shares for his or her account.
Class C shares are subject to a contingent deferred
sales charge of 1.00% (for shares sold within one year
of purchase) and Rule 12b-1 fees, as described in the
relevant prospectus (see also the discussion of Rule
12b-1 Plans under Distribution and Service Agreements
and Plans below).
Class
C shares automatically convert to Class A shares of the same fund at
the relative net asset values of the two classes no later
than the end of the month in which the eighth
anniversary of the date of purchase occurs (or such earlier
date as the Trustees or Directors of a fund may authorize),
provided that the relevant fund or the financial
intermediary through which the shareholder purchased such
Class C shares has records verifying the
completion of the eight-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.
Purchase of Class
R Shares. Class R shares of a
fund are offered at net
asset value. No initial sales charge is imposed, which
allows the full amount of the investor’s purchase payment to
be invested in Class R shares for his or her account.
Class R shares are subject to a Rule 12b-1 fee, as
described in the relevant prospectus (see also the discussion
of Rule 12b-1 Plans under Distribution and Service
Agreements and Plans below).
The
Shareholder Service Agent monitors transactions in Class R shares to
help to ensure that investors purchasing Class R shares meet
the eligibility requirements described in the prospectus.
If the Shareholder Service Agent is unable to verify
that an investor meets the eligibility requirements for
Class R, either following receipt of a completed
application form within time frames established by a fund or as
part of its ongoing monitoring, the Shareholder Service
Agent may take corrective action up to and including
canceling the purchase order or redeeming the
account.
Purchase of Class
R6 Shares. Class R6 shares of a
fund are offered at net
asset value.
Class
R6 shares are generally available
only to certain retirement plans, IRA platform programs
approved by DWS Distributors, Inc. that trade on an
omnibus basis and certain plans administered as college savings
plans under Section 529 of the Internal Revenue
Code. If your plan or program sponsor has selected
Class R6 shares as an investment option, you may
purchase Class R6 shares through your securities dealer or
any institution authorized to act as a shareholder
servicing agent for your plan or program. There is no minimum
investment for Class R6 shares. Contact your
securities dealer or shareholder servicing agent for details on
how to buy and sell Class R6 shares.
Purchase of
Institutional Class Shares. Institutional
Class
shares of a fund are offered at net asset value without a sales
charge to certain eligible investors as described in the
section entitled “Buying, Exchanging
and
Selling Class A, Class C, Institutional Class and Class S Shares” in a fund’s
prospectus.
Investors
may invest in Institutional Class shares by setting up an account
directly with the Shareholder Service Agent or through an
authorized service agent. Investors who
II-17
establish
shareholder accounts directly with the Shareholder Service Agent
should submit purchase and redemption orders as
described in the relevant prospectus.
Purchase of Class
S. Class S shares of a
fund are offered at net asset value.
Class S shares are available through (i) fee-based
programs of investment dealers that have special agreements
with a fund’s distributor, (ii) certain group retirement
plans and (iii) certain registered investment advisors,
or (iv) by establishing an account directly with a
fund’s Transfer Agent. Investors
who purchase shares
through a financial intermediary may be charged ongoing
fees for services they provide. Class S shares may also be
available on brokerage platforms of firms that have
agreements with DDI to offer such shares when acting
solely on an agency basis for its customers for the
purchase or sale of such shares. If you transact in
Class S shares through one of these programs, you may be
required to pay a commission and/or other forms
of compensation to your broker. Shares of a fund are
available in other share classes that have different fees and
expenses.
Multi-Class
Suitability for Classes A and C. DDI has
established the
following procedures regarding the purchase of Class A
and Class C shares, as applicable. Orders to purchase
Class C shares of $500,000 or more (certain funds have
a $250,000 maximum for Class C purchases, see the
applicable fund's prospectus) will be declined with the
exception of orders received from (i) financial
representatives acting for clients whose shares are held in an
omnibus account; and (ii) DWS/Ascensus 403(b)
Plans.
The
following provisions apply to DWS/ Ascensus 403(b) Plans.
(1)
Class C Share DWS/
Ascensus 403(b) Plans. Orders to purchase Class C
shares for a DWS/ Ascensus 403(b) Plan,
regardless of when such plan was established on the system, will
be invested instead in Class A shares at
net asset value when the combined subaccount
value in DWS funds or other eligible assets held
by the plan is $1,000,000 or more. This provision
will be imposed for the first purchase after
eligible plan assets reach the $1,000,000
threshold. A later decline in assets below the $1,000,000
threshold will not affect the plan’s ability to continue
to purchase Class A shares at net asset
value.
The
procedures described above do not reflect in any way the suitability
of a particular class of shares for a particular investor
and should not be relied upon as such. A suitability
determination must be made by investors with the assistance
of their financial representative.
Purchase
Privileges for DWS Affiliated Individuals.
Current
or former Board members of the DWS funds, employees, their
spouses or life partners and children or step-children age
21 or younger, of Deutsche Bank AG or its affiliates
or a subadvisor to any DWS fund or a broker-dealer
authorized to sell shares of a fund are generally eligible
to purchase shares in the class of a fund with the lowest
expense ratio, usually the Institutional Class shares. If a
fund does not offer Institutional Class shares, these
individuals are eligible to buy Class A shares at NAV.
Each fund also reserves the right to waive the minimum
account balance requirement for employee and
director accounts. Fees generally charged to IRA accounts will
be charged to accounts of employees and
directors.
Money Market
Funds. Shares of a fund are
sold at net asset value directly
from a fund or through selected financial services
firms, such as broker-dealers and banks. Each fund seeks to
have its investment portfolio as fully invested as possible
at all times in order to achieve maximum income.
Since each fund will be investing in instruments that
normally require immediate payment in Federal Funds
(monies credited to a bank’s account with its regional
Federal Reserve Bank), as described in the applicable
prospectus, each fund has adopted procedures for the convenience
of its shareholders and to ensure that each
fund receives investable funds.
Variable
Insurance Funds. Shares of
Deutsche DWS
Variable Series I,
Deutsche DWS Variable Series II and Deutsche DWS Investments VIT
Funds
are continuously offered to separate
accounts of participating insurance companies
at the net asset value per share next determined
after a proper purchase request has been received by the
insurance company. The insurance companies offer to
variable annuity and variable life insurance contract
owners units in its separate accounts which directly
correspond to shares in a fund. Each insurance company
submits purchase and redemption orders to a fund
based on allocation instructions for premium payments,
transfer instructions and surrender or partial
withdrawal requests which are furnished to the insurance company by
such contract owners. Contract owners can send such
instructions and requests to the
II-18
insurance
companies in accordance with procedures set forth in the
prospectus for the applicable variable insurance product offered by
the insurance company.
Purchases
In-Kind. A fund may, at its
own option, accept securities in
payment for shares. The securities delivered in payment for
shares are valued by the method described under “Net Asset
Value” as of the day a
fund receives the securities. This
is a taxable transaction to the shareholder. Securities may be
accepted in payment for shares only if they are, in
the judgment of the Advisor, appropriate investments for a
fund. In addition, securities accepted in payment
for shares must: (i) meet the investment objective
and policies of the acquiring fund; (ii) be acquired by
the applicable fund for investment and not for resale;
(iii) be liquid securities which are not restricted as to
transfer either by law or liquidity of market; and (iv) if stock,
have a value which is readily ascertainable as evidenced by a
listing on a stock exchange, over-the-counter
market or by readily available market quotations from a
dealer in such securities. The shareholder will be charged the
costs associated with receiving or delivering the
securities. These costs include security movement costs and
taxes and registration costs. A fund reserves the right
to accept or reject at its own option any and all
securities offered in payment for its shares.
Redemptions
A
fund may offer only certain of the classes of shares referred to in the
subsections below. Thus, the information provided below in
regard to the redemption of certain classes of
shares is only applicable to funds offering such classes of
shares. Please consult the prospectus for the availability
of these redemption features for a specific fund. In
addition, the information provided below does not apply to
contract holders in variable insurance products. Contract
owners should consult their contract prospectuses for
applicable redemption procedures.
A
request for repurchase (confirmed redemption) may be communicated by a
shareholder through a financial services firm to
DDI, which firms must promptly submit orders to be
effective.
Redemption
requests must be unconditional. Redemption requests (and a
stock power for certificated shares) must be duly endorsed by
the account holder. As specified in the relevant
prospectus, signatures may need to be guaranteed by a
commercial bank, trust company, savings and loan
association, federal savings bank, member firm of a national
securities exchange or other financial institution permitted by SEC
rule. DWS accepts Medallion Signature
Guarantees. Additional documentation may be
required,
particularly from institutional and fiduciary account holders,
such as corporations, custodians (e.g., under the Uniform
Transfers to Minors Act), executors, administrators,
trustees or guardians.
Wires. The ability to send
wires is limited by the business hours and holidays
of the firms involved. A fund is not responsible for the
efficiency of the federal wire system or the account
holder’s financial services firm or bank. The account holder
is responsible for any charges imposed by the account
holder’s firm or bank. To change the designated account to receive
wire redemption proceeds, send a written request to
the Shareholder Service Agent with signatures
guaranteed as described above or contact the firm through which
fund shares were purchased.
Systematic
Withdrawal Plan. An owner of $5,000
or more
of a class of a fund’s shares at the offering price (net asset value
plus, in the case of Class A shares, the initial sales
charge, as applicable) may provide for the payment from the
owner’s account of any requested dollar amount to be paid to
the owner or a designated payee monthly, quarterly,
semiannually or annually pursuant to a Systematic
Withdrawal Plan (the “Plan”). The $5,000
minimum
account size is not applicable to IRAs. The minimum periodic
payment is $50. The maximum annual rate at which shares
subject to CDSC may be redeemed without the
imposition of the CDSC is 12% of the net asset value of the
account.
Non-retirement
plan shareholders may establish a Plan to receive monthly,
quarterly or periodic redemptions from his or her account
for any designated amount of $50 or more. Shareholders
may designate which day they want the systematic
withdrawal to be processed. If a day is not designated, the
withdrawal will be processed on the 25th day of the
month to that the payee should receive payment
approximately on the first of the month. The check amounts may be
based on the redemption of a fixed dollar amount,
fixed share amount, percent of account value or
declining balance. The Plan provides for income dividends
and capital gains distributions, if any, to be
reinvested in additional shares. Shares are then liquidated as
necessary to provide for withdrawal payments. Since the
withdrawals are in amounts selected by the investor and
have no relationship to yield or income, payments received
cannot be considered as yield or income on the
investment and the resulting liquidations may deplete or
possibly extinguish the initial investment and any reinvested
dividends and capital gains distributions. Any such requests
must be received by the Shareholder Service Agent ten
days prior to the date of the first systematic
withdrawal. A Plan may be terminated
II-19
at
any time by the shareholder, the Trust or its agent on written notice, and
will be terminated when all fund shares under the Plan have
been liquidated or upon receipt by the Trust of notice
of death of the shareholder.
The
purchase of Class A shares while participating in a Plan will ordinarily
be disadvantageous to the investor because the investor
will be paying a sales charge, if applicable, on the
purchase of shares at the same time that the investor is
redeeming shares upon which a sales charge may have
already been paid. Therefore, an investor should consider
carefully whether to make additional investments in Class
A shares if the investor is at the same time making
systematic withdrawals.
Contingent
Deferred Sales Charge (CDSC). The following example
will illustrate the operation of the CDSC for Class A (when
applicable) and Class C shares, to the extent applicable.
Assume that an investor makes a single purchase of $10,000
of a fund’s Class C shares and then 11 months later the
value of the shares has grown by $1,000 through
reinvested dividends and by an additional $1,000 of share
appreciation to a total of $12,000. If the investor were then
to redeem the entire $12,000 in share value, the CDSC
would be payable only with respect to $10,000 because
neither the $1,000 of reinvested dividends nor the
$1,000 of share appreciation is subject to the charge. The
charge would be at the rate of 1.00% ($100).
The
rate of the CDSC is determined by the length of the period of ownership.
Investments are tracked on a monthly basis. The period of
ownership for this purpose begins the first day of the
month in which the order for the investment is
received. In the event no specific order is requested when
redeeming shares subject to a CDSC, the redemption will
be made first from shares representing reinvested
dividends and then from the earliest purchase of shares.
DDI receives any CDSC directly. The CDSC will not be
imposed upon redemption of reinvested dividends or share
appreciation.
Redemptions
In-Kind. A fund reserves the
right to honor any request for
redemption or repurchase by making payment in whole or
in part in securities, which are subject to market risk until
sold, may incur taxes and may incur brokerage costs,
rather than cash. These securities will be chosen pursuant
to procedures adopted by the fund’s Board and valued as
they are for purposes of computing a fund’s net asset
value. A shareholder may incur transaction expenses in
converting these securities to cash. Please see the
prospectus for any requirements that may be applicable to
certain funds to provide cash up to certain amounts. For the
following funds, this right may only be
exercised
upon the consent of the shareholder: DWS Government &
Agency Securities Portfolio, a series of Cash Account Trust;
DWS Government Money Market Series, a series of
Deutsche DWS Money Market Trust; and DWS Treasury
Portfolio and DWS ESG Liquidity Fund, each a series of
Investors Cash Trust.
Checkwriting (applicable to DWS
Short Duration Fund, DWS Intermediate
Tax-Free Fund and DWS Massachusetts Tax-Free Fund
only). The Checkwriting
Privilege is not offered to new
investors. The Checkwriting Privilege is available for
shareholders of DWS Intermediate Tax-Free Fund and DWS Short
Term Bond Fund (which was acquired by DWS Short
Duration Fund) who previously elected this privilege prior
to August 19, 2002, and to shareholders of DWS
Massachusetts Tax-Free Fund who were shareholders of the
Scudder Massachusetts Limited Term Tax Free Fund prior
to July 31, 2000. Checks may be used to pay any
person, provided that each check is for at least $100 and
not more than $5 million. By using the checks, the
shareholder will receive daily dividend credit on his or her shares
until the check has cleared the banking system. Investors
who purchased shares by check may write checks against
those shares only after they have been on a fund’s
book for 10 calendar days. Shareholders who use this
service may also use other redemption
procedures. No shareholder may write checks against certificated
shares. A fund pays the bank charges for this service.
However, each fund will review the cost of operation
periodically and reserve the right to determine if direct charges to
the persons who avail themselves of this service would
be appropriate. Each fund, State Street Bank and Trust
Company and the Transfer Agent reserve the right at any
time to suspend or terminate the Checkwriting
procedure.
Money Market Funds
Only
The
following sections relate to certain Money Market Funds. Please
consult the prospectus for the availability of these redemption
features for a specific fund.
Redemption by
Check/ACH Debit Disclosure. A fund will accept
Automated Clearing House (ACH) debit entries for accounts that
have elected the checkwriting redemption privilege
(see Redemptions by Draft below). Please consult the
prospectus for the availability of the checkwriting
privilege for a specific fund. An example of an ACH debit is a
transaction in which you have given your insurance
company, mortgage company, credit card company, utility
company, health club, etc., the right to withdraw your
monthly payment from your fund account or the right to
convert your mailed check into an ACH debit. Sometimes,
you may give a merchant from whom
II-20
you
wish to purchase goods the right to convert your check to an ACH
debit. You may also authorize a third party to initiate an
individual payment in a specific amount from your account by
providing your account information and authorization to
such third party via the Internet or telephone. You
authorize a fund upon receipt of an ACH debit entry
referencing your account number, to redeem fund shares in your
account to pay the entry to the third party originating
the debit. A fund will make the payment on the basis of the
account number that you provide to your merchant and
will not compare this account number with the name on the
account. A fund, the Shareholder Service Agent or any
other person or system handling the transaction are
not required to determine if there is a discrepancy
between the name and the account number shown on the
transfer instructions.
The
payment of any ACH debit entry will be subject to sufficient funds
being available in the designated account; a fund will not be
able to honor an ACH debit entry if sufficient funds are
not available. ACH debit entry transactions to your fund
account should not be initiated or authorized by you in
amounts exceeding the amount of Shares of a fund
then in the account and available for redemption. A fund
may refuse to honor ACH debit entry transactions
whenever the right of redemption has been suspended or
postponed, or whenever the account is otherwise impaired.
Your fund account statement will show any ACH debit
entries in your account; you will not receive any
other separate notice. (Merchants are permitted to convert
your checks into ACH debits only with your prior
consent.)
You
may authorize payment of a specific amount to be made from your
account directly by a fund to third parties on a continuing
periodic basis. To arrange for this service, you should contact
the person or company you will be paying. Any
preauthorized transfers will be subject to sufficient funds
being available in the designated account. A preauthorized
transfer will continue to be made from the account in the
same amount and frequency as initially established until
you terminate the preauthorized transfer instructions with
the person or company whom you have been paying. If
regular preauthorized payments may vary in amount, the
person or company you are going to pay should tell you ten
(10) days before each payment will be made and how much
the payment will be. If you have told a fund in
advance to make regular payments out of your account, you
may stop any of these payments by writing or calling
the Shareholder Service Agent at the address and
telephone number listed in the next paragraph in time for the
Shareholder Service Agent to receive your request three (3)
business days or more before the payment is scheduled
to be made. If you call, a fund
may
also require that you put your request in writing so that a fund will
receive it within fourteen (14) days after you call. If you
order a fund to stop one of these payments three (3) business
days or more before the transfer is scheduled and a fund
does not do so, a fund will be liable for your loss or
damages but not in an amount exceeding the amount of the
payment. A stop payment order will stop only the
designated periodic payment. If you wish to terminate the
periodic preauthorized transfers, you should do so with
the person or company to whom you have been making
payments.
In case of errors
or questions about your ACH debit entry transactions please telephone
(see telephone number on front
cover) or write (DWS Service Company, P.O. Box 219151,
Kansas City, MO 64121-9151) the Shareholder Service Agent as
soon as possible if you think your statement is
wrong or shows an improper transfer or if you need more
information about a transfer listed on the statement.
Our business days are Monday through Friday except
holidays. The Shareholder Service Agent must hear from you
no later than sixty (60) days after a fund sent you the
first fund account statement on which the problem or error
appeared. If you do not notify the Shareholder Service
Agent within sixty (60) days after a fund sends you the
account statement, you may not get back any money you
have lost, and you may not get back any additional money
you lose after the sixty (60) days if a fund or the
Shareholder Service Agent could have stopped someone from
taking that money if you had notified the
Shareholder Service Agent in time.
Tell
us your name and account number, describe the error or the transfer you
are unsure about, and explain why you believe it is an
error or why you need more information. Tell us the dollar
amount of the suspected error. If you tell the
Shareholder Service Agent orally, the Shareholder Service Agent may
require that you send your complaint or
questions in writing within ten (10) business days. The
Shareholder Service Agent will determine whether an error
occurred within ten (10) business days after it hears from
you and will correct any error promptly. If the Shareholder
Service Agent needs more time, however, it may take
up to forty-five (45) days (or up to ninety (90) days for
certain types of transactions) to investigate your complaint or
question. If the Shareholder Service Agent
decides to do this, your account will be credited with
escrowed fund shares within ten (10) business days for
the amount you think is in error so that you will have
the use of the money during the time it takes the
Shareholder Service Agent to complete its investigation. If
the Shareholder Service Agent asks you to put your
complaint or questions in writing and the
II-21
Shareholder
Service Agent does not receive it within ten (10) business days,
your account may not be credited. The Shareholder
Service Agent will tell you the results within three (3)
business days after completing its investigation. If the Shareholder
Service Agent determines that there was no
error, the Shareholder Service Agent will send you a
written explanation. You may ask for copies of documents that
were used by the Shareholder Service Agent in the
investigation.
In
the event a fund or the Shareholder Service Agent does not complete a
transfer from your account on time or in the correct
amount according to a fund’s agreement with you, a fund may
be liable for your losses or damages. A fund will not be
liable to you if: (i) there are not sufficient funds available in
your account; (ii) circumstances beyond our control
(such as fire or flood or malfunction of equipment)
prevent the transfer; (iii) you or another shareholder have
supplied a merchant with incorrect account information;
or (iv) a merchant has incorrectly formulated an ACH
debit entry. In any case, a fund’s liability shall not exceed the
amount of the transfer in question.
A
fund or the Shareholder Service Agent will disclose information to third
parties about your account or the transfers you make:
(1) where it is necessary for completing the
transfers; (2) in order to verify the existence or condition of your
account for a third party such as a credit bureau or a
merchant; (3) in order to comply with government agencies
or court orders; or (4) if you have given a fund written
permission.
The
acceptance and processing of ACH debit entry transactions is established
solely for your convenience and a fund reserves the
right to suspend, terminate or modify your ability to
redeem fund shares by ACH debit entry transactions at any
time. ACH debit entry transactions are governed by the
rules of the National Automated Clearing House
Association (NACHA) Operating Rules and any local ACH
operating rules then in effect, as well as Regulation E of
the Federal Reserve Board.
Redemptions by
Draft.
Upon request, shareholders of certain Money Market
Funds will be provided with drafts to be drawn on a
fund (Redemption Checks). Please consult the
prospectus for the availability of the checkwriting
redemption privilege for a specific Money Market Fund. These
Redemption Checks may be made payable to the order
of any person for not more than $5 million. When a
Redemption Check is presented for payment, a
sufficient number of full and fractional shares in the shareholder’s
account will be redeemed as of the next determined net
asset value to cover the amount of the Redemption
Check. This will enable the shareholder
to
continue earning dividends until a fund receives the Redemption Check. A
shareholder wishing to use this method of redemption
must complete and file an Account Application which is
available from a fund or firms through which shares were
purchased. Redemption Checks should not be used to close
an account since the account normally includes
accrued but unpaid dividends. A fund reserves the right
to terminate or modify this privilege at any time. This
privilege may not be available through some firms that
distribute shares of a fund. In addition, firms may impose
minimum balance requirements in order to offer this
feature. Firms may also impose fees to investors for this
privilege or establish variations of minimum check
amounts.
Unless
more than one signature is required pursuant to the Account
Application, only one signature will be required on
Redemption Checks. Any change in the signature
authorization must be made by written notice to the Shareholder
Service Agent. Shares purchased by check or through
certain ACH transactions may not be redeemed by
Redemption Check until the shares have been on a fund’s
books for at least ten (10) days. Shareholders may not use this
procedure to redeem shares held in certificate
form. A fund reserves the right to terminate or modify
this privilege at any time.
A
fund may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or
whenever the account is otherwise impaired. A $10
service fee will be charged when a Redemption Check is
presented to redeem fund shares in excess of the
value of a fund account or in an amount less than the
minimum Redemption Check amount specified in the
prospectus; when a Redemption Check is presented that
would require redemption of shares that were purchased
by check or certain ACH transactions within ten (10)
days; or when “stop
payment” of a Redemption Check
is requested.
Special
Redemption Features. Certain firms that
offer Shares of the Money
Market Funds also provide special redemption features
through charge or debit cards and checks that redeem
fund shares. Various firms have different charges
for their services. Shareholders should obtain information
from their firm with respect to any special redemption
features, applicable charges, minimum balance requirements
and special rules of the cash management program
being offered.
II-22
Exchanges
The
exchange features may not be available to all funds. Please consult the
prospectus for the availability of exchanges for a
specific fund. A fund may offer only certain of the classes of
shares referred to in the subsections below. Thus, the
information provided below in regard to the exchange of
certain classes of shares is only applicable to funds offering
such classes of shares. In addition, the information
provided below does not apply to contract holders in variable
insurance products. Contract holders should consult their
contract prospectuses for applicable exchange
procedures.
General. Shareholders may
request a taxable exchange of their shares for
shares of the corresponding class of other DWS funds
without imposition of a sales charge, subject to the
provisions below. Shares of the fund acquired in an
exchange that were subject to a CDSC at the time of the
exchange will continue to be subject to the CDSC schedule of
the shares of the fund you originally purchased. No CDSC
charges apply to shares of DWS money market
funds or a fund with Class A shares without a sales
charge acquired directly.
Shareholders
who exchange their shares out of a DWS money market fund or
a fund with Class A shares without a sales charge into
Class A shares of certain other DWS funds will generally
be subject to the applicable sales charge (not
including shares acquired by dividend reinvestment or
shares that have previously paid a sales charge).
Certain
DWS funds may not be available to shareholders on an exchange. To
learn more about which DWS funds may be available on
exchange, please contact your financial services firm or
visit our Web site at: dws.com (the Web site does not form a
part of this Statement of Additional Information) or call
DWS (see telephone number on front cover).
Shareholders
must obtain the prospectus of the DWS fund they are
exchanging into from dealers, other firms or DDI.
Exchanges
involving Class T Shares. Subject to certain
limitations,
shareholders of certain classes may request an exchange into
Class T shares of the same fund.
Compensation of Financial
Intermediaries
Incentive Plan
for DWS Distributors, Inc. Personnel.
DDI has
adopted an Incentive Plan (Plan) covering wholesalers that market shares
of the DWS funds to financial representatives (DWS
Wholesalers). These financial repre
sentatives
in turn may recommend that investors purchase shares of a DWS
fund. The Plan is an incentive program that combines
monthly and quarterly incentive components based on achieving
certain sales and other performance metrics. Under the
Plan, DWS Wholesalers will receive a monetary
monthly incentive based on the amount of sales
generated from their marketing of the funds, and that
incentive will differ depending on the product tier of a
fund. Each fund is assigned to one of four product
tiers—taking into consideration, among other things, the
following criteria, where applicable:
•
a fund’s consistency
with DWS’s branding and long-term
strategy
•
a fund’s competitive
performance
•
a fund’s Morningstar
rating
•
the length of time a
fund’s Portfolio Managers have managed a
fund/strategy
•
market size for the
fund tier
•
a fund’s size,
including sales and redemptions of a fund’s
shares
This
information and other factors are discussed with senior
representatives from various groups within the asset management
division, who review on a regular basis the funds assigned
to each product tier described above, and may make changes
to those assignments periodically. No one factor,
whether positive or negative, determines a fund’s placement
in a given product tier; all these factors together are
considered, and the designation of funds in a
particular tier represents management’s judgment based on
the above criteria. In addition, management may
consider a fund’s profile over the course of several review
periods before making a change to its tier assignment.
These tier assignments will be posted to the DWS funds’
Web site at:
fundsus.dws.com/us/en-us/legal-resources/wholesaler-compensation.html.
DWS
Wholesalers receive the highest compensation for Tier
1 funds, successively less for Tier 2 funds, successively
less for Tier 3 funds and successively less for Tier 4
funds. The level of compensation among these product tiers
may differ significantly.
In
the normal course of business, DWS will from time to time introduce
new funds into the DWS family of funds. As a general rule,
new funds will be assigned to the product tier that is
most appropriate to the type of fund
II-23
at
the time of its launch based on the criteria described above. As described
above, the fund tier assignments are reviewed
periodically and are subject to change.
The
prospect of receiving, or the receipt of, additional compensation by a
DWS Wholesaler under the Plan may provide an incentive
to favor marketing funds in higher payout tiers over
funds in lower payout tiers. The Plan, however, will not
change the price that investors pay for shares of a fund.
The DWS Compliance Department monitors DWS
Wholesaler sales and other activity in an effort to detect
unusual activity in the context of the compensation
structure under the Plan. However, investors may wish
to take the compensation structure into account when
considering purchasing a fund or evaluating any recommendations
relating to fund shares.
Financial
Services Firms’ Compensation. DDI may pay
compensation to
financial intermediaries in connection with the sale of
fund shares as described in Part II – Appendix II-D. In addition,
financial intermediaries may receive compensation
for post-sale administrative services from DDI or directly
from a fund as described in Part II – Appendix II-D.
Compensation for
Recordkeeping Services. Certain
financial
institutions, including affiliates of DDI, may receive compensation from a
fund for recordkeeping and other expenses relating to
nominee accounts or for providing certain services to
their client accounts. Generally, payments by a fund
to financial institutions for providing such services are
not expected to exceed 0.25% of shareholder assets for which
such services are provided. Normally,
compensation for these financial institutions is paid by the
Transfer Agent, which is in turn reimbursed by the applicable
fund. To the extent that record keeping compensation in
excess of the amount reimbursed by a fund is owed to a
financial institution, the Transfer Agent, Distributor or
Advisor may pay compensation from their own resources (see
Financial Intermediary Support Payments
below).
Compensation for
Recordkeeping Services: Variable Insurance Funds. Technically, the
shareholders of Deutsche DWS
Variable Series I, Deutsche DWS Variable Series II and
Deutsche DWS Investments VIT Funds are the participating
insurance companies that offer shares of the funds as
investment options for holders of certain variable annuity
contracts and variable life insurance policies.
Effectively, ownership of fund shares is passed through to insurance
company contract and policy holders. The holders of the
shares of a fund on the records of a fund are the
insurance companies and no information concerning fund
holdings of specific contract and policy
holders
is maintained by a fund. The insurance companies place orders for the
purchase and redemption of fund shares with a fund
reflecting the investment of premiums paid, surrender and
transfer requests and other matters on a net basis; they
maintain all records of the transactions and holdings of
fund shares and distributions thereon for individual
contract and policy holders; and they prepare and mail to contract
and policy holders confirmations and periodic account
statements reflecting such transactions and
holdings.
A
fund may compensate certain insurance companies for record keeping
and other administrative services performed with
regard to holdings of Class B shares as an expense of the
Class B shares up to 0.15%. These fees are included
within the “Other
Expenses” category
in the
fee table for each portfolio in the Class B Shares Prospectus (see How
Much Investors Pay in the applicable fund's prospectus).
In addition, the Advisor may, from time to time,
pay from its own resources certain insurance companies
for record keeping and other administrative services related to
Class A and Class B shares of the Portfolios
held by such insurance companies on behalf of their
contract and policy holders (see Financial Intermediary Support
Payments below).
Financial
Intermediary Support Payments (not applicable to Class R6 shares). The Advisor, the
Distributor and their affiliates
have undertaken to furnish certain additional
information below regarding the level of payments made by
them to selected affiliated and unaffiliated
brokers, dealers, participating insurance companies or other
financial intermediaries (financial representatives) in connection with
the sale and/or distribution of fund shares or
the retention and/or servicing of investors and
fund shares (revenue sharing).
The
Advisor, the Distributor and/or their affiliates may pay additional
compensation, out of their own assets and not as an additional
charge to each fund, to financial representatives in connection with
the sale and/or distribution of fund shares or
the retention and/or servicing of fund investors
and fund shares. Such revenue sharing payments are in
addition to any distribution or service fees payable under
any Rule 12b-1 or service plan of any fund, any
recordkeeping/sub-transfer agency/networking fees payable by each
fund (generally through the Distributor or an
affiliate) and/or the Distributor or the Advisor to certain
financial representatives for performing such services and
any sales charges, commissions, non-cash
compensation arrangements expressly permitted under
applicable rules of FINRA or other concessions described in the
fee table or elsewhere in the
II-24
prospectuses
or the SAI as payable to all financial representatives. For example, the
Advisor, the Distributor and/or their affiliates
may, using their legitimate profits, compensate financial
representatives for providing each fund with
“shelf
space” or access to a
third party platform or fund offering
list, or other marketing programs including, without limitation,
inclusion of each fund on preferred or recommended sales
lists, mutual fund “supermarket”
platforms and other
formal sales programs; granting the Distributor access
to the financial representative’s sales force; granting the
Distributor access to the financial representative’s conferences and
meetings; assistance in training and
educating the financial representative’s personnel; and
obtaining other forms of marketing support. In
addition, revenue sharing payments may consist of the
Distributor’s and/or its affiliates’ payment or reimbursement of
ticket charges that would otherwise be assessed by a
financial representative on an investor’s fund transactions.
The level of revenue sharing payments made to
financial representatives may be a fixed fee or based
upon one or more of the following factors: gross
sales, current assets and/or number of accounts of each
fund attributable to the financial representative, the particular fund
or fund type or other measures as agreed
to by the Advisor, the Distributor and/or their
affiliates and the financial representatives or any combination
thereof. The amount of these payments is
determined at the discretion of the Advisor, the Distributor
and/or their affiliates from time to time, may be substantial,
and may be different for different financial
representatives based on, for example, the nature of the services
provided by the financial representative.
The
Advisor, the Distributor and/or their affiliates currently make revenue sharing
payments from their own assets in connection with
the sale and/or distribution of DWS fund shares, or the
retention and/or servicing of investors, to financial
representatives in amounts that generally range from 0.01% up to
0.52% of assets of a fund serviced and maintained by
the financial representative, 0.05% to 0.25% of sales of
a fund attributable to the financial representative, a
flat fee of up to $95,000, or any combination thereof. These
amounts are annual figures typically paid on a quarterly
basis and are subject to change at the discretion of
the Advisor, the Distributor and/or their affiliates. Receipt
of, or the prospect of receiving, this additional
compensation, may influence your financial representative’s
recommendation of a fund or of any particular share
class of a fund. You should review your financial
representative’s compensation disclosure and/or talk to your
financial representative to obtain more information on how this
compensation may have influenced your financial
representative’s recommendation of a fund.
Other Payments to
Financial Intermediaries. In addition
to the
above-described payments, the Distributor may, using its legitimate
profits, pay fees to a financial intermediary who sells shares of
the funds for other products or services offered
through the financial intermediary that are unrelated to the
sale or distribution of the funds’ shares, but which
may be helpful to the Distributor in carrying out its
distribution responsibilities. Such products or services may
include access to various kinds of analytical data.
Such payments may be in the form of licensing
fees.
(For
all funds except for DWS ESG Liquidity Fund): The Advisor, the
Distributor and/or their affiliates may also make such revenue
sharing payments to financial representatives under the terms
discussed above in connection with the
distribution of both DWS funds and non-DWS funds by financial
representatives to retirement plans that obtain
recordkeeping services from ADP, Inc. or to 403(b) plans that
obtain recordkeeping services from Ascensus, Inc., on
the DWS-branded retirement plan platform (the
Platform). The level of revenue sharing payments is based
upon sales of both the DWS funds and the non-DWS
funds by the financial representative on the Platform or
current assets of both the DWS funds and the non-DWS
funds serviced and maintained by the financial
representative on the Platform.
Each
fund has been advised that the Advisor, the Distributor and
their affiliates expect that the firms listed in Part II—Appendix
II-E
will receive revenue sharing payments at
different points during the coming year as described
above.
The
Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue
existing arrangements with financial representatives at any time without
notice.
The
prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial
representatives may provide such financial representatives
and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales
of shares of mutual funds (or non-mutual fund
investments) with respect to which the financial
representative does not receive additional compensation or
promotional incentives, or receives lower levels of additional
compensation or promotional incentives. Similarly,
financial representatives may receive different
compensation or incentives that may influence their recommendation
of any particular share class of a fund or of other
funds. These payment arrangements,
II-25
however,
will not change the price that an investor pays for fund shares or
the amount that a fund receives to invest on behalf of
an investor and will not increase fund expenses. You may
wish to take such payment arrangements into account when
considering and evaluating any recommendations
relating to fund shares and you should discuss this matter
with your financial representative and review your
financial representative’s disclosures.
It
is likely that broker-dealers that execute portfolio transactions for a fund will
include firms that also sell shares of the DWS funds to
their customers. However, the Advisor will not
consider sales of DWS fund shares as a factor in the
selection of broker-dealers to execute portfolio
transactions for the DWS funds. Accordingly, the Advisor has
implemented policies and procedures reasonably designed
to prevent its traders from considering sales of DWS fund
shares as a factor in the selection of broker-dealers to
execute portfolio transactions for a fund. In addition,
the Advisor, the Distributor and/or their affiliates will not
use fund brokerage to pay for their obligation to
provide additional compensation to financial representatives as
described above.
Class R6
Shares.
None of the above-described financial intermediary support
payments are made with respect to Class R6 shares.
To the extent a fund makes such payments with
respect to another class of its shares, the expense is borne
by the other share class.
Dividends (for
non-Money Market Funds). A fund, other
than a
money fund, intends to distribute, at least annually: (i) substantially
all of its investment company taxable income (computed
without regard to the dividends-paid deduction), which
generally includes taxable ordinary income and any
excess of net realized short-term capital gains over net
realized long-term capital losses; (ii) net tax-exempt income,
if any; and (iii) the entire excess of net realized
long-term capital gains over net realized short-term capital
losses. However, if a fund determines that it is in the
interest of its shareholders, a fund may decide to retain
all or part of its net realized long-term capital gains for
reinvestment, after paying the related federal taxes. In
such a case, shareholders will be treated for federal income
tax purposes as having received their share of such gains,
but will then generally be able to claim a credit
against their federal income tax liability for the federal income
tax a fund pays on such gain. If a fund does not
distribute the amount of ordinary income and/or capital gain
required to be distributed by an excise tax provision of the
Code, as amended, a fund may be subject to that
excise tax on the undistributed amounts.
In
certain circumstances, a fund may determine that it is in the interest
of shareholders to distribute less than the required
amount.
A
fund has a schedule for paying out any earnings to shareholders (see
Understanding Distributions and Taxes in each fund's
prospectus). Additional distributions may also be made in
November or December (or treated as made on December 31)
if necessary to avoid an excise tax imposed under
the Code.
Any
dividends or capital gains distributions declared in October, November or
December with a record date in such a month and
paid during the following January will be treated by
shareholders for federal income tax purposes as if received on
December 31 of the calendar year declared.
Dividends
paid by a fund with respect to each class of its shares will be
calculated in the same manner, at the same time and on the
same day.
The
level of income dividends per share (as a percentage of net asset value)
will be lower for Class C shares than for other share
classes primarily as a result of the distribution services fee
applicable to Class C shares. Distributions of capital gains,
if any, will be paid in the same amount for each
class.
Income
dividends and capital gain dividends (see Taxation of US Shareholders –
Dividends and Distributions), if any, of a fund will be
credited to shareholder accounts in full and fractional
shares of the same class of that fund at net asset value on
the reinvestment date, unless shareholders indicate to the
Shareholder Service Agent, that they wish to receive
them in cash or in shares of other DWS funds as
provided in the fund's prospectus. Shareholders must maintain the
required minimum account balance in the fund
distributing the dividends in order to use this privilege
of investing dividends of a fund in shares of another DWS fund.
A fund will reinvest dividend checks (and future
dividends) in shares of that same fund and class if checks are
returned as undeliverable. Dividends and other
distributions of a fund in the aggregate amount of $10 or less are
automatically reinvested in shares of that fund and class
unless the shareholder requests that a check be issued
for that particular distribution. Shareholders who chose to
receive distributions by electronic transfer are not
subject to this minimum.
Generally,
if a shareholder has elected to reinvest any dividends and/or
other distributions, such distributions will be made in
shares of that fund and confirmations
II-26
will
be mailed to each shareholder. If a shareholder has chosen to receive
cash, a check will be sent. Distributions of investment
company taxable income and net realized capital
gains are generally taxable, whether made in shares or
cash.
With
respect to variable insurance products, all distributions will be reinvested
in shares of a fund unless we are informed by an
insurance company that they should be paid out in cash.
The insurance companies will be informed about the
amount and character of distributions from the relevant
fund for federal income tax purposes.
Each
distribution is accompanied by a brief explanation of the form and
character of the distribution. The characterization of distributions on
such correspondence may differ from the
characterization for federal income tax purposes. Early each
year, a fund issues to each shareholder a statement of the
federal income tax status of all distributions in
the prior calendar year.
A
fund may at any time vary its foregoing distribution practices and,
therefore, reserves the right from time to time to either
distribute or retain for reinvestment such of its net
investment income and its net short-term and net long-term
capital gains as its Board determines appropriate under the
then-current circumstances. In particular, and without limiting
the foregoing, a fund may make additional
distributions of net investment income or net realized capital
gain in order to satisfy the minimum distribution requirements
contained in the Code.
Dividends (Money
Market Funds). Dividends are
declared daily and
paid monthly. Shareholders will receive dividends in
additional shares unless they elect to receive cash, as provided in
a fund's prospectus. Dividends will be reinvested
monthly in shares of a fund at net asset value. Shareholders
will receive all unpaid dividends upon redeeming their
entire account, unless they elect to receive all unpaid
dividends on the next monthly dividend payment date, as
provided in a fund’s prospectus.
Each
fund calculates its dividends based on its daily net investment income.
For this purpose, the net investment income of a money
fund generally consists of (a) accrued interest income plus
or minus amortized discount or premium, (b) plus or
minus all short-term realized gains and losses on
investments and (c) minus accrued expenses allocated
to the applicable fund. Expenses of each money fund are
accrued each day. Dividends are reinvested monthly
and shareholders will receive monthly confirmations of
dividends and of purchase and redemption
transactions except that confirmations of
dividend
reinvestment for DWS IRAs and other fiduciary accounts for which
SSB acts as trustee will be sent quarterly.
Distributions
of a fund's net realized long-term capital gains in excess of
net realized short-term capital losses, if any, and any
undistributed net realized short-term capital gains in excess of
net realized long-term capital losses are normally
declared and paid annually at the end of the fiscal year in
which they were earned to the extent they are not offset
by any capital loss carryforwards.
If
the shareholder elects to receive dividends or distributions in cash, checks
will be mailed monthly, within five business days
of the reinvestment date, to the shareholder or any person
designated by the shareholder. Each fund reinvests
dividend checks (and future dividends) in shares of a fund if
checks are returned as undeliverable. Dividends and other
distributions in the aggregate amount of $10 or less are
automatically reinvested in shares of a fund unless the
shareholder requests that a check be issued for that
particular distribution. Shareholders who chose to receive
distributions by electronic transfer are not subject to this
minimum.
Dividends
and distributions are treated the same for federal income tax
purposes, whether made in shares or
cash.
Distribution
and Service Agreements and
Plans
For
information regarding distribution and service agreements and plans for
retail funds, see I.
Retail Funds
below.
For
information regarding distribution and service agreements and plans for money
market funds, see II.
Money Market
Funds
below.
For
information regarding distribution and service agreements and plans for
variable insurance funds, see III. Deutsche DWS Variable Series I and
Deutsche DWS Variable
Series II; and IV. Deutsche DWS Investments
VIT Funds
below.
For
all of the agreements and plans described below, no Independent Board
Member has any direct or indirect financial interest
in the operation of the agreement or plan.
I. Retail Funds
II-27
A
fund may offer only certain of the classes of shares referred to in the
subsections below. Thus, the information provided below in
regard to certain classes of shares is only
applicable to funds offering such classes of
shares.
Rule 12b-1
Plans.
Certain funds, as described in the applicable prospectuses, have
adopted plans pursuant to Rule 12b-1 under the 1940
Act (each a Rule 12b-1 Plan) on behalf of their
Class A, T, C and R shares, as applicable, that authorize
payments out of class assets for distribution and/or shareholder
and administrative services as described in more
detail below. Because Rule 12b-1 fees are paid out of
class assets on an ongoing basis, they will, over
time, increase the cost of an investment and may cost more
than other types of sales charges.
Rule
12b-1 Plans provide alternative methods for paying sales charges and
provide compensation to DDI or intermediaries for post-sale
servicing, which may help funds grow or maintain
asset levels to provide operational efficiencies and
economies of scale. Each Rule 12b-1 Plan is approved and
reviewed separately for each applicable class in accordance
with Rule 12b-1 under the 1940 Act, which regulates
the manner in which an investment company may,
directly or indirectly, bear the expenses of distributing its
shares. A Rule 12b-1 Plan may not be amended to increase
the fee to be paid by a fund with respect to a class
without approval by a majority of the outstanding voting
securities of such class.
If
a Rule 12b-1 Plan is terminated in accordance with its terms, the
obligation of the applicable class to make payments to DDI
pursuant to the Rule 12b-1 Plan will cease and a fund
will not be required to make any payments not
previously accrued past the termination date. Thus, there is
no legal obligation for a class to pay any expenses
incurred by DDI other than fees previously accrued and payable
under a Rule 12b-1 Plan, if for any reason the
Rule 12b-1 Plan is terminated in accordance with its terms.
Because the Rule 12b-1 Plans are compensation plans,
future fees under a Rule 12b-1 Plan may or may not be
sufficient to cover DDI for its expenses incurred. On the
other hand, under certain circumstances, DDI might collect in
the aggregate over certain periods more in fees under
the applicable Rule 12b-1 Plan than it has expended over
that same period in providing distribution services for a
fund. For example, if Class C shares of a fund were to
appreciate (resulting in greater asset base against which
Rule 12b-1 fees are charged) and sales of a fund’s Class C
shares were to decline (resulting in lower expenditures
by DDI under the Rule 12b-1 Plan), fees payable could
exceed expenditures. Similarly, fees paid to DDI could
exceed DDI’s expenditures over certain
periods
shorter than the life of the Rule 12b-1 Plan simply due to the timing of
expenses incurred by DDI that is not matched to the
timing of revenues received. Under these or other
circumstances where DDI’s expenses are less than the Rule
12b-1 fees, DDI will retain its full fees and make a
profit.
Class C and Class R
Shares
Fees for
Distribution Services. For its services
under the Distribution
Agreement, DDI receives a fee from a fund under its Rule
12b-1 Plan, payable monthly, at the annual rate of 0.75%
of average daily net assets of a fund attributable to
Class C shares. This fee is accrued daily as an expense
of Class C shares. DDI currently advances to firms
the first year distribution fee at a rate of 0.75% of the
purchase price of Class C shares. DDI does not advance the
first year distribution fee to firms for sales of Class C
shares to employer-sponsored employee benefit
plans using the OmniPlus subaccount record keeping
system made available through ADP, Inc. under an
alliance between ADP, Inc. and DDI and its affiliates. For
periods after the first year, DDI currently pays firms for sales
of Class C shares a distribution fee, generally payable
quarterly, at an annual rate of 0.75% of net assets
attributable to Class C shares maintained and serviced by the
firm. This fee continues until terminated by DDI or the
applicable fund. Under the Distribution Agreement, DDI also
receives any contingent deferred sales
charges paid with respect to Class C shares.
For
its services under the Distribution Agreement, DDI receives a fee from
a fund under its Rule 12b-1 Plan, payable monthly, at
the annual rate of 0.25% of average daily net assets of
a fund attributable to Class R shares. This fee is accrued
daily as an expense of Class R shares. DDI currently pays
firms for sales of Class R shares a distribution fee,
generally payable quarterly, at an annual rate of 0.25% of net
assets attributable to Class R shares maintained and
serviced by the firm. This fee continues until terminated by
DDI or the applicable fund.
Class A, Class C and Class R
Shares
Fees for
Shareholder Services. For its services
under the Services
Agreement, DDI receives a shareholder services fee from a
fund under a Rule 12b-1 Plan, payable monthly, at an
annual rate of up to 0.25% of the average daily net assets of
Class A, C and R shares of a fund, as applicable.
With
respect to Class A and Class R shares of a fund, DDI pays each firm a
service fee, generally payable quarterly, at an
annual rate of up to 0.25% of the net
II-28
assets
in fund accounts that it maintains and services attributable to
Class A and Class R shares of a fund, generally commencing
immediately after investment. With respect to Class C
shares of a fund, DDI currently advances to firms
the first-year service fee at a rate of up to 0.25% of the
purchase price of such shares. DDI does not advance the
first-year service fee to firms for sales of Class C
shares to employer-sponsored employee benefit plans using
the OmniPlus subaccount record keeping system made
available through ADP, Inc. under an alliance between
ADP, Inc. and DDI and its affiliates. For periods after
the first year, DDI currently intends to pay firms a service
fee at a rate of up to 0.25% (calculated monthly and
generally paid quarterly) of the net assets attributable
to Class C shares of a fund maintained and serviced by the
firm.
Firms
to which administrative service fees may be paid include affiliates
of DDI. In addition DDI may, from time to time, pay certain
firms from its own resources additional amounts for ongoing
administrative services and assistance provided to their
customers and clients who are shareholders of a
fund.
DDI
also may provide some of the above services and may retain any
portion of the fee under the Services Agreement not paid
to firms to compensate itself for shareholder or
administrative functions performed for a fund. Currently, the
shareholder services fee payable to DDI is payable at an
annual rate of up to 0.25% of net assets based upon
fund assets in accounts for which a firm provides
administrative services and at the annual rate of 0.15% of net
assets based upon fund assets in accounts for which
there is no firm of record (other than DDI) listed on a
fund’s records. The effective shareholder services fee rate
to be charged against all assets of each fund while
this procedure is in effect will depend upon the proportion
of fund assets that is held in accounts for which a firm of
record provides shareholder services. The Board of each
fund, in its discretion, may approve basing the fee to
DDI at the annual rate of 0.25% on all fund assets in the
future.
Class T Shares
Fees for
Distribution Services and/or Shareholder Services. Pursuant to a Rule
12b-1 Plan for Class T shares, DDI receives a fee,
payable monthly, at an annual rate of up to 0.25% of
the average daily net assets of Class T shares of a fund
for distribution and/or distribution related services, including
shareholder services. DDI currently expects to pay the
Rule 12b-1 fee for Class T shares to firms for
distribution and/or distribution related services, including
shareholder services. DDI compensates firms
for
providing distribution and/or distribution related services, including
shareholder services, by paying the firm a fee,
generally payable quarterly, at an annual rate of 0.25% of net
assets attributable to Class T shares maintained and
serviced by the firm commencing immediately after investment.
DDI may also, from time to time, pay certain firms
from its own resources additional amounts for ongoing
administrative services and assistance provided to their
customers and clients who are shareholders of a
fund.
DDI
also may provide some of the above services and may retain any
portion of the Rule 12b-1 fee not paid to firms to compensate
itself for services performed for a fund. Currently, the
Class T Rule 12b-1 fee payable to DDI is payable at an
annual rate of 0.25% of net assets of Class T shares of
a fund based upon fund assets in accounts for which a
firm provides distribution and/or distribution related
services, including shareholder services, and at the
annual rate of 0.15% of net assets of Class T shares of
a fund based upon fund assets in accounts for which
there is no firm of record (other than DDI) listed on a
fund’s records. The effective Class T Rule 12b-1 fee rate to be
charged against all assets of Class T shares of a fund
while this procedure is in effect will depend upon the
proportion of fund assets that is held in accounts for
which a firm of record provides services. The Board of each
fund, in its discretion, may approve basing the fee to
DDI at the annual rate of 0.25% on all assets of Class T
shares of a fund in the future.
II. Money Market
Funds (except DWS Cash Investment Trust Class A and DWS Cash
Investment Trust Class C Shares, which are addressed
under Retail Funds above)
Rule 12b-1
Plans.
Certain Money Market Funds have adopted for certain
classes of shares a plan pursuant to Rule 12b-1 under the
1940 Act (each a Rule 12b-1 Plan) that provides for
fees payable as an expense of the class that are used by DDI
to pay for distribution services for those classes.
Additionally, in accordance with the Rule 12b-1 Plan for
certain classes, shareholder and administrative services are
provided to the applicable fund for the benefit of the
relevant classes under a fund’s Services Agreement with DDI.
With respect to certain classes, shareholder and
administrative services may be provided outside of a Rule
12b-1 Plan either by DDI pursuant to the Services
Agreement or by financial services firms under a Shareholder
Services Plan. Because Rule 12b-1 fees are paid out of
fund assets on an ongoing basis, they will, over
time, increase the cost of an investment and may cost more
than other types of sales charges.
II-29
The
Rule 12b-1 Plans provide alternative methods for paying for
distribution services and provide compensation to DDI or financial
services firms for post-sales servicing, which may
help funds grow or maintain asset levels to provide
operational efficiencies and economies of scale. Each Rule
12b-1 Plan is approved and reviewed separately for each
such class in accordance with Rule 12b-1 under the 1940
Act, which regulates the manner in which an
investment company may, directly or indirectly, bear the expenses of
distributing its shares. A Rule 12b-1 Plan may not be
amended to increase the fee to be paid by a fund with
respect to a class without approval by a majority of the
outstanding voting securities of such class of a
fund.
If
a Rule 12b-1 Plan is terminated in accordance with its terms, the
obligation of the applicable fund to make payments to DDI
pursuant to the Rule 12b-1 Plan will cease and a fund
will not be required to make any payments not
previously accrued past the termination date. Thus, there is
no legal obligation for a fund to pay any expenses
incurred by DDI other than fees previously accrued and payable
under a Rule 12b-1 Plan, if for any reason the
Rule 12b-1 Plan is terminated in accordance with its terms.
Because the Rule 12b-1 Plans are compensation plans,
future fees under a Rule 12b-1 Plan may or may not be
sufficient to cover DDI for its expenses incurred. On the
other hand, under certain circumstances, DDI might collect in
the aggregate over certain periods more in fees under
the applicable Rule 12b-1 Plan than it has expended over
that same period.
Distribution and Shareholder
Services
Service
Shares—Cash Account
Trust.
The Distribution Agreement authorizes
the fund to pay DDI, as an expense of the DWS
Government & Agency Securities Portfolio and the DWS
Tax-Exempt Portfolio of Cash Account Trust, a distribution
services fee, payable monthly, at an annual rate of 0.60% of
average daily net assets of the Service Shares of the
applicable fund. This fee is paid pursuant to a Rule 12b-1
Plan. DDI normally pays firms a fee for distribution and
administrative services, payable monthly, at a maximum annual
rate of up to 0.60% of average daily net assets of
Service Shares held in accounts that they maintain and
service.
Managed
Shares—Cash Account
Trust. The Services
Agreement currently
authorizes a fund to pay DDI, as an expense of the
Government Cash Managed Shares class of the DWS
Government & Agency Securities Portfolio of Cash Account
Trust and the Tax-Exempt Cash Managed Shares class of the
DWS Tax-Exempt Portfolio of Cash Account Trust, an
administrative service fee, payable
monthly,
at an annual rate of 0.15% of average daily net assets of the
Managed Shares of a fund. This fee is paid pursuant to a Rule
12b-1 Plan. The Rule 12b-1 Plan for the Tax-Exempt Cash
Managed Shares class authorizes the payment of up to
0.25% of average daily net assets of the class and, at
the discretion of the Board, the administrative service fee may be
increased from the current level to a maximum
of 0.25% of average daily net assets. The Rule 12b-1 Plan
for the Government Cash Managed Shares class
authorizes the payment of up to 0.15% of average daily net
assets of the class. DDI normally pays firms a fee for
administrative services, payable monthly, at a maximum annual
rate of up to 0.15% of average daily net assets of
Managed Shares held in accounts that they maintain
and service.
Tax-Free
Investment Class—Cash Account
Trust and Investment Class
Shares—
Investors Cash
Trust.
The
Distribution
Agreement authorizes a fund to pay DDI, as an expense of the
Tax-Free Investment Class of the DWS Tax-Exempt Portfolio
of Cash Account Trust and the Investment Class
Shares of the DWS Treasury Portfolio of Investors Cash
Trust (collectively, Investment Class), a distribution
services fee, payable monthly, at an annual rate of 0.25% of
average daily net assets of the Investment Class
shares of the applicable fund. This fee is paid pursuant to
a Rule 12b-1 Plan. DDI normally pays firms a fee for
distribution services, payable monthly, at a maximum annual
rate of up to 0.25% of average daily net assets of shares
of the Investment Class held in accounts that they
maintain and service. The Services Agreement authorizes
a fund to pay DDI, as an expense of the Investment
Class of the aforementioned funds, an administrative
service fee, payable monthly, at an annual rate of 0.07%
of average daily net assets of the Investment Class
shares of the applicable fund. This administrative
service fee is not paid pursuant to a Rule 12b-1 Plan. DDI
normally pays firms a fee for administrative services, payable
monthly, at a maximum annual rate of up to 0.07%
of average daily net assets of shares of the Investment
Class held in accounts that they maintain and
service.
Services
Agreement for DWS ESG Liquidity Fund – Institutional Reserved Shares and
DWS Treasury Portfolio – Institutional Shares,
each a series of Investors Cash Trust. The Services
Agreement authorizes each fund to pay
DDI an administrative services fee, payable
monthly, at an annual rate of 0.05% of the average daily net
assets of the class specified for each fund (Class). The
administrative services fee for DWS Treasury Portfolio –
Institutional Shares may be increased to 0.10% at the
discretion of the Board. DDI normally
II-30
pays
firms an administrative services fee, payable monthly, at a maximum annual
rate up to 0.05% of the average daily net assets of
the Class held in accounts that they maintain and
service. This administrative services fee is not paid pursuant to
a Rule 12b-1 Plan.
The
administrative services fee is accrued daily as an expense of the
Class. DDI may enter into agreements with firms pursuant
to which the firms provide personal service and/or
maintenance of shareholder accounts including, but not
limited to, establishing and maintaining shareholder accounts
and records, distributing monthly statements,
processing purchase and redemption transactions, answering routine
client inquiries regarding a fund, assistance to
clients in changing dividend options, account designations
and addresses, aggregating trades of all the firm’s
clients, providing account information to clients in client
sensitive formats and such other services as a fund may
reasonably request. The administrative service fee is not
payable for advertising, promotion or other distribution
services.
Firms
to which administrative services fees may be paid include affiliates
of DDI. In addition DDI may, from time to time, pay certain
firms from its own resources additional amounts for ongoing
administrative services and assistance provided to their
customers and clients who are shareholders of a
fund.
DDI
also may provide some of the above services and may retain any
portion of the fee under the Services Agreement not paid
to firms to compensate itself for shareholder or
administrative functions performed for a fund.
Shareholder
Services Plan for DWS Government Cash Management Fund—Institutional
Class, a series and class of Deutsche DWS Money Market
Trust. Each fund
has
adopted for the classes specified (Class) a shareholder service plan
(Plan). Under the Plan, which is not a Rule 12b-1 Plan, a
fund may pay financial services firms a service fee at an
annual rate of up to 0.25 of 1% of the average daily
net assets of shares of the Class held in accounts that the
firm maintains and services. The service fee is
accrued daily as an expense of the Class. A fund together with
DDI may enter into agreements with firms pursuant
to which the firms provide personal service and/or
maintenance of shareholder accounts including, but not
limited to, establishing and maintaining shareholder accounts
and records, distributing monthly statements,
processing purchase and redemption transactions, automatic
investment in fund shares of client account cash
balances, answering routine client inquiries regarding a fund,
assistance to clients in changing dividend
options,
account designations and addresses, aggregating trades of all the
firm’s clients, providing account information to
clients in client sensitive formats and such other services as a
fund may reasonably request. Service fees are not payable
for advertising, promotion or other distribution
services.
The
Plan continues in effect from year to year so long as its continuance is
approved at least annually by the vote of a majority of (a)
the Board, and (b) the Board Members who are not
“interested
persons” of a fund and who
have no
direct or indirect financial interest in the operation of the Plan, or any
related agreements. The Plan may be