EDGAR HTML
Statement of Additional Information
December 1, 2022
DEUTSCHE DWS INTERNATIONAL FUND, INC.
DWS CROCI® International Fund
CLASS/TICKER
A
SUIAX
C
SUICX
R6
SUIRX
INST
SUIIX
S
SCINX
DEUTSCHE DWS GLOBAL/INTERNATIONAL FUND, INC.
DWS International Growth Fund
CLASS/TICKER
A
SGQAX
C
SGQCX
R
SGQRX
R6
SGQTX
INST
SGQIX
S
SCOBX
This combined Statement of Additional Information (“SAI) is not a prospectus and should be read in conjunction with the prospectus for each fund dated December 1, 2022, as supplemented, a copy of which may be obtained without charge by calling (800) 728-3337; 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 PartsPart 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.

Statement of Additional Information (SAI)Part I
 
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Detailed Part II table of contents precedes page II-1
 
 

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 Directors of the Corporation
Board – Board of Directors of the Corporation
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
Advisory Board Members – Members of the Advisory Board of the Corporations
Advisory Board – Advisory Board of the Corporations
Independent Advisory Board Members – Advisory 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 CROCI® International Fund and/or DWS International Growth Fund as the context may require
Custodian – Brown Brothers Harriman & Company, 50 Post Office Square, Boston, Massachusetts 02110
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
Corporation – Deutsche DWS International Fund, Inc. or Deutsche DWS Global/International Fund, Inc., as applicable (together, the Corporations)
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 CROCI® International Fund is a series of Deutsche DWS International Fund, Inc. Deutsche DWS International Fund, Inc. was organized as Scudder Fund of Canada Ltd. in Canada in 1953 by the investment management firm of Scudder, Stevens & Clark, Inc. On March 16, 1964, the name of this Corporation was changed to Scudder International Investments Ltd. On July 31, 1975, the corporate domicile of this Corporation was changed to the US through the transfer of its net assets to a newly formed Maryland corporation, Scudder International Fund, Inc., in exchange for shares of this Corporation which
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then were distributed to the shareholders of the Corporation. On February 6, 2006, the name of this Corporation was changed from Scudder International Fund, Inc. to DWS International Fund, Inc. On August 11, 2014 the name of this Corporation was changed to Deutsche International Fund, Inc. On July 2, 2018, Deutsche International Fund, Inc. was renamed Deutsche DWS International Fund, Inc. and Deutsche CROCI® International Fund was renamed DWS CROCI® International Fund.
Deutsche DWS International Fund, Inc.’s charter authorizes the issuance of shares of capital stock with a par value of $.01 each, which capital stock has been divided into five series: DWS CROCI® International Fund (renamed from Deutsche CROCI® International Fund on July 2, 2018, from Deutsche International Fund on December 1, 2014 and from DWS International Fund on August 11, 2014), DWS Latin America Equity Fund (renamed from Deutsche Latin America Equity Fund on July 2, 2018 and from DWS Latin America Equity Fund on August 11, 2014), DWS World Dividend Fund (renamed from Deutsche World Dividend Fund on July 2, 2018 and from DWS World Dividend Fund on August 11, 2014), DWS Emerging Markets Equity Fund (renamed from Deutsche Emerging Markets Equity Fund on July 2, 2018 and from DWS Emerging Markets Equity Fund on August 11, 2014) and DWS Global Macro Fund (renamed from Deutsche Global Macro Fund on July 2, 2018, from Deutsche Global Equity Fund on May 8, 2017, from DWS Global Equity Fund on August 11, 2014 and from DWS Diversified International Equity Fund on July 12, 2013). Each fund may be further divided into multiple share classes, which may bear different expenses.
DWS International Growth Fund is a series of Deutsche DWS Global/International Fund, Inc. This Corporation is a Maryland corporation organized on May 15, 1986. On February 6, 2006, the name of this Corporation was changed from Global/International Fund, Inc. to DWS Global/International Fund, Inc. On August 11, 2014, the name of this Corporation was changed to Deutsche Global/International Fund, Inc. On July 2, 2018, Deutsche Global/International Fund, Inc. was renamed Deutsche DWS Global/International Fund, Inc. and Deutsche International Growth Fund was renamed DWS International Growth Fund.
Deutsche DWS Global/International Fund, Inc.’s charter authorizes the issuance of shares of capital stock with a par value of $0.01 each, which capital stock has been divided into six series: DWS Global Small Cap Fund (renamed from Deutsche Global Small Cap Fund on July 2, 2018, from DWS Global Small Cap Fund on August
11, 2014 and from DWS Small Cap Growth Fund on May 1, 2014), DWS ESG Global Bond Fund (renamed from DWS High Conviction Global Bond Fund May 1, 2019, from Deutsche High Conviction Bond Fund on July 2, 2018, from Deutsche Enhanced Global Bond Fund on October 2, 2017 and from DWS Enhanced Global Bond Fund on August 11, 2014), DWS Emerging Markets Fixed Income Fund (renamed from Deutsche Emerging Markets Fixed Income Fund on July 2, 2018, from Deutsche Enhanced Emerging Markets Fixed Income Fund on October 2, 2017 and from DWS Enhanced Emerging Markets Income Fund on August 11, 2014), DWS International Growth Fund (renamed from Deutsche International Growth Fund on July 2, 2018, from Deutsche Global Growth Fund on October 1, 2017, from DWS Global Growth Fund on August 11, 2014 and from DWS Global Thematic Fund on February 1, 2013), DWS RREEF Global Infrastructure Fund (renamed from Deutsche Global Infrastructure Fund on July 2, 2018 and from DWS RREEF Global Infrastructure Fund on August 11, 2014) and DWS ESG International Core Equity Fund (renamed from DWS European Equity Fund on October 1, 2019 and Deutsche European Equity Fund on July 2, 2018). Each fund may be further divided into multiple share classes, which may bear different expenses.
Each Corporation is governed by Amended and Restated Articles of Incorporation that were approved by shareholders in the second quarter of 2006, as may be further amended from time to time (the Articles of Incorporation). Additional information about each Corporation is set forth in Part II under Fund Organization.
While each fund, through the combined prospectus, offers only its own share classes, it is possible that one fund might become liable for a misstatement in the combined prospectus or SAI regarding another fund.
Management of each Fund
Board Members, Advisory Board Members, and Officers’ Identification and Background
The identification and background of the Board Members, Advisory Board Members and officers are set forth in Part IIAppendix II-A.
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Board Committees and Compensation
Compensation paid to the Independent Board Members,and Advisory Board Members for certain specified periods is set forth in Part IAppendix I-C. Information regarding the committees of the Board, is set forth in Part IAppendix I-B.
Board Member/Advisory Board Member Share Ownership and Control Persons
Information concerning the ownership of fund shares by Board Members, Advisory 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 IAppendix 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 IAppendix 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 IAppendix 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.
Sales Charges and Distribution Plan Payments
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 IAppendix I-F. This infor
mation 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 Plan Payments
Payments made by each fund for the most recent fiscal year under each fund’s Rule 12b-1 Plans are set forth in Part IAppendix I-G. This information is not applicable to funds/classes that do not incur expenses paid in connection with 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 IAppendix 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.
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 IAppendix I-J.
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 IAppendix 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
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investment objective. Part IIAppendix 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.
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)
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.
For purposes of fundamental policy (5), each of DWS International Growth Fund and DWS CROCI® International Fund has no current intention to hold and sell real estate acquired as a result of a fund's ownership of securities.
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
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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 13% 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.
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)
the fund may not purchase illiquid securities if, as a result, more than 15% of the fund's net assets would be invested in such securities.
(2)
the fund may not acquire securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
(3)
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.
(4)
the fund may not purchase warrants if, as a result, such securities, taken at the lower of cost or market value, would represent more than 5% of the value of the fund's total assets (for this purpose, warrants acquired in units or attached to securities will be deemed to have no value).
(5)
the Board has the discretion to retain the current distribution arrangement for the fund while investing in a master fund in a master-feeder structure (this policy would permit the Board, without shareholder approval to convert the fund to a master-feeder structure).
(6)
the fund may not purchase options, unless the aggregate premiums paid on all such options held by the fund at any time do not exceed 20% of its total assets; or sell put options, if, as a result, the aggregate value of the obligations underlying such put options would exceed 50% of its total assets.
(7)
(for DWS CROCI® International Fund only) the fund generally will not enter into a transaction to hedge currency exposure to an extent greater, after netting all transactions intended wholly or partially to offset other transactions, than the aggregate market value (at the time of entering into the transaction) of the securities held in its portfolio that are denominated or generally quoted in or currently convertible into such currency, other than with respect to proxy hedging or cross hedging.
(8)
(for DWS International Growth Fund only) the fund generally will not enter into a transaction to hedge currency exposure to an extent greater, after netting all transactions intended wholly or partially to offset other transactions, than the aggregate market value (at the time of entering into the transaction) of the securities held in its portfolio that are denominated or generally quoted in or currently convertible into such currency.
(9)
(for DWS CROCI® International Fund only) to the extent the fund engages in proxy hedging, the amount of the commitment or option would not exceed the value of the fund’s securities denominated in correlated currencies.
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(10)
the fund will not sell interest rate caps or floors where it does not own securities or other instruments providing the income stream the fund may be obligated to pay.
(11)
(for DWS CROCI® International Fund only) the fund will invest no more than 5% of its total assets in securities rated BB or lower by Moody's or Ba by S&P.
(12)
the fund will generally invest in at least three different countries excluding the United States.
For purposes of non-fundamental policy (1), an illiquid security is any investment that the fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days without the sale or disposition significantly changing the market value of the investment.
Taxes
Important information concerning the tax consequences of an investment in each fund is contained in Part II
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 as shown below, 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 IAppendix I-K.
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Part I: Appendix I-ABoard Member/Advisory Board Member Share Ownership and Control Persons
Board Member/Advisory Board Member Share Ownership in each fund
The following tables show the dollar range of equity securities beneficially owned by each current Board Member or Advisory Board Member in each fund and in DWS funds as of December 31, 2021.
Dollar Range of Beneficial Ownership(1)
Board Member
DWS CROCI® International Fund
DWS International Growth Fund
Independent Board Member:
John W. Ballantine
None
None
Dawn-Marie Driscoll
$1 - $10,000
$10,001 - $50,000
Keith R. Fox
$10,001 - $50,000
None
Richard J. Herring
None
None
William McClayton
None
$10,001 - $50,000
Rebecca W. Rimel
None
$10,001 - $50,000
William N. Searcy, Jr.
None
None
 
DWS CROCI® International Fund
DWS International Growth Fund
Independent Advisory 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
William N. Searcy, Jr.
Over $100,000
Independent Advisory Board Member:
Chad D. Perry(2)
None
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 Advisory 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 or Independent Advisory 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
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step and adoptive children, and any dependents. The securities represent ownership in the Advisor or Distributor and any persons (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with the Advisor or Distributor (including Deutsche Bank AG and DWS Group).
Independent
Board Member
Owner and
Relationship to
Board Member
Company
Title of
Class
Value of
Securities on an
Aggregate Basis
Percent of
Class on an
Aggregate Basis
John W. Ballantine
 
None
 
 
 
Dawn-Marie Driscoll
 
None
 
 
 
Keith R. Fox
 
None
 
 
 
Richard J. Herring
 
None
 
 
 
William McClayton
 
None
 
 
 
Rebecca W. Rimel
 
None
 
 
 
William N. Searcy, Jr.
 
None
 
 
 
Independent
Advisory Board
Member
Owner and
Relationship to
Advisory Board
Member
Company
Title of
Class
Value of
Securities on an
Aggregate Basis
Percent of
Class on an
Aggregate Basis
Chad D. Perry
 
None
 
 
 
Catherine Schrand
 
None
 
 
 
As of November 2, 2022, all Board Members, Advisory 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, no investor owned of record 25% or more of a fund’s shares as of November 2, 2022.
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 November 2, 2022. All holdings are of record, unless otherwise indicated.
DWS CROCI® International Fund
Name and Address of Investor
Shares
Class
Percentage
AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
88,780.12
A
7.04%
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER
PLAZA II 3RD FLOOR
JERSEY CITY NJ 07311
85,636.23
A
6.79%
FIRST CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
ST LOUIS MO 63103-2523
82,987.98
A
6.58%
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Name and Address of Investor
Shares
Class
Percentage
NATIONAL FINANCIAL SERVICES LLC
FOR EXCLUSIVE BENE OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT - 4TH FL
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
74,563.99
A
5.91%
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0001
65,476.90
A
5.19%
FIRST CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
ST LOUIS MO 63103-2523
26,410.45
C
17.57%
LPL FINANCIAL
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
24,063.06
C
16.01%
UBS WM USA
OMNI ACCOUNT M/F
SPEC CDY A/C EXCL BEN CUST UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
15,310.07
C
10.19%
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0001
12,660.96
C
8.42%
RAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
HOUSE ACCT FIRM XXXXXXXX
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL 33716-1100
11,770.07
C
7.83%
NATIONAL FINANCIAL SERVICES LLC
FOR EXCLUSIVE BENE OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT - 4TH FL
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
10,438.30
C
6.94%
AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
9,669.48
C
6.43%
FIRST CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
ST LOUIS MO 63103-2523
255,155.79
Institutional
51.53%
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Name and Address of Investor
Shares
Class
Percentage
RAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
HOUSE ACCT FIRM XXXXXXXX
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL 33716-1100
66,222.21
Institutional
13.37%
NATIONAL FINANCIAL SERVICES LLC
FOR EXCLUSIVE BENE OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT - 4TH FL
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
53,958.36
Institutional
10.90%
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER
PLAZA II 3RD FLOOR
JERSEY CITY NJ 07311
26,369.15
Institutional
5.33%
TR CO OF KNOXILLE 1
4823 OLD KINGSTON PIKE STE 100
KNOXVILLE TN 37919-6499
20,818.29
R6
52.17%
FIIOC
STAVIG INDUSTRIES LLC 401K PLAN
100 MAGELLAN WAY # XXXX
COVINGTON KY 41015-1987
10,660.48
R6
26.72%
NATIONAL FINANCIAL SERVICES LLC
FOR EXCLUSIVE BENE OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT - 4TH FL
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
4,196.55
R6
10.52%
ASCENSUS TR CO FBO
E A PARTNERS PLC 401K PL XXX
PO BOX 10758
FARGO ND 58106-0758
3,027.77
R6
7.59%
NATIONAL FINANCIAL SERVICES LLC
FOR EXCLUSIVE BENE OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT - 4TH FL
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
634,707.25
S
8.22%
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS DEPARTMENT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151
566,555.35
S
7.34%
DWS International Growth Fund
Name and Address of Investor
Shares
Class
Percentage
NATIONAL FINANCIAL SERVICES LLC
FOR EXCLUSIVE BENE OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT - 4TH FL
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
92,752.54
A
9.62%
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Name and Address of Investor
Shares
Class
Percentage
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0001
76,572.38
A
7.94%
MLPF&S FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION XXXXX
4800 DEER LAKE DR EAST 2ND FL
JACKSONVILLE FL 32246-6484
72,303.86
A
7.50%
LPL FINANCIAL
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
65,890.20
A
6.83%
FIRST CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
ST LOUIS MO 63103-2523
64,208.21
A
6.66%
AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
56,844.96
A
5.89%
MORGAN STANLEY SMITH BARNEY
HARBORSIDE FINANCIAL CENTER
PLAZA II 3RD FLOOR
JERSEY CITY NJ 07311
49,957.44
A
5.18%
LPL FINANCIAL
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
3,753.76
C
21.67%
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0001
2,004.18
C
11.57%
ASCENSUS TRUST COMPANY FBO
TIMLIN PLUMBING & HEATING INC XXXX
PO BOX 10758
FARGO ND 58106-0758
1,532.85
C
8.85%
UBS WM USA
OMNI ACCOUNT M/F
SPEC CDY A/C EXCL BEN CUST UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
1,303.87
C
7.53%
FIRST CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
ST LOUIS MO 63103-2523
1,140.96
C
6.59%
RELIANCE TRUST CO TTEE
FBO ADP ACCESS LARGE MARKET 401K
201 17TH ST NW STE 1000
ATLANTA GA 30363-1195
65,855.83
Institutional
36.18%
I-11

Name and Address of Investor
Shares
Class
Percentage
RAYMOND JAMES
OMNIBUS FOR MUTUAL FUNDS
HOUSE ACCT FIRM XXXXXXXX
ATTN COURTNEY WALLER
880 CARILLON PARKWAY
ST PETERSBURG FL 33716-1100
16,200.26
Institutional
8.90%
NATIONAL FINANCIAL SERVICES LLC
FOR EXCLUSIVE BENE OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT - 4TH FL
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
15,549.56
Institutional
8.54%
FIRST CLEARING LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
ST LOUIS MO 63103-2523
14,807.67
Institutional
8.13%
MATRIX TRUST COMPANY CUST FBO
FBO HSA BANK HSG
717 17TH ST STE 1300
DENVER CO 80202-3304
12,607.07
Institutional
6.93%
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0001
11,604.89
Institutional
6.38%
AMERICAN ENTERPRISE INVESTMENT SVC
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
11,145.01
Institutional
6.12%
LINCOLN INVESTMENT PLANNING LLC
FBO LINCOLN CUSTOMERS
601 OFFICE CENTER DR STE 300
FT WASHINGTON PA 19034-3275
9,566.38
Institutional
5.26%
EMPOWER TRUST FBO
EMPOWER BENEFIT GRAND FATHERED
PLAN
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002
10,479.26
R
40.72%
STATE STREET BANK & TR TTEE
AND/OR CUST
FBO ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
3,881.24
R
15.08%
HARTFORD LIFE INSURANCE
COMPANY SEPARATE ACCOUNT
PO BOX 2999
HARTFORD CT 06104-2999
3,268.56
R
12.70%
I-12

Name and Address of Investor
Shares
Class
Percentage
EMPOWER TRUST FBO
EMPOWER BENEFIT GRAND FATHERED
PLAN
8515 E ORCHARD RD 2T2
GREENWOOD VLG CO 80111-5002
3,187.72
R
12.39%
UBS WM USA
OMNI ACCOUNT M/F
SPEC CDY A/C EXCL BEN CUST UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
2,764.94
R
10.74%
DIMA INC
ATTN NANCY TANZIL &
RHEEZA RAMOS CONTROLLING
60 WALL STREET 22ND FLOOR
MAILSTOP NYC60-2255
NEW YORK NY 10005-2865
380.566
R6
100.00%
NATIONAL FINANCIAL SERVICES LLC
FOR EXCLUSIVE BENE OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT - 4TH FL
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
791,494.08
S
7.01%
CHARLES SCHWAB & CO INC
REINVEST ACCOUNT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4151
778,758.73
S
6.90%
I-13

Part I: Appendix I-BBoard 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 the Advisory Board and 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 confer with the Advisory Board Members and 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.
Advisory Board
The Board has established an Advisory Board to confer with and provide non-binding advice to the Board regarding the oversight of the affairs of the funds. Advisory Board Members do not vote or otherwise have decision-making authority on matters affecting the funds. The Board remains solely responsible for the oversight of a fund’s affairs and for assuring the fund is managed in the best interests of its shareholders. There are currently two Advisory Board Members, Chad D. Perry and Catherine Schrand. Advisory Board Members attend all Board Meetings.
I-14

Board Committees. The Board has established the following standing committees: Audit Committee, Nominating and Governance Committee, Operations Committee and Dividend Committee.
Name of Committee
Number of
Meetings in Last
Calendar Year
Functions
Current Members
AUDIT COMMITTEE
5
Assists the Board in fulfilling its responsibility
for oversight of (1) the integrity of the financial
statements, (2) a fund’s accounting and
financial reporting policies and procedures, (3)
a fund’s compliance with legal and regulatory
requirements related to accounting and
financial reporting, (4) valuation of fund assets
and securities and (5) the qualifications,
independence and performance of the
independent registered public accounting firm
for a fund. Oversees a fund’s valuation
designee, who is responsible for valuing the
fund’s securities and other assets. The Audit
Committee also approves and recommends to
the Board the appointment, retention or
termination of the independent registered
public accounting firm for a fund, reviews the
scope of audit and internal controls, considers
and reports to the Board on matters relating to
a fund’s accounting and financial reporting
practices, and performs such other tasks as
the full Board deems necessary or appropriate.
William McClayton (Chair),
Richard J. Herring (Vice
Chair) and John W.
Ballantine
I-15

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) 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-16

Part I: Appendix I-CBoard Member Compensation
Each Independent Board Member and Independent Advisory 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 or Independent Advisory 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 and Independent Advisory 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 or Advisory 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 and Independent Advisory 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 CROCI® International Fund
DWS International Growth Fund
Independent Board Member:
John W. Ballantine
$2,098
$2,366
Dawn-Marie Driscoll
$2,098
$2,366
Keith R. Fox
$2,896
$3,279
Richard J. Herring
$2,098
$2,366
William McClayton
$2,322
$2,621
Rebecca W. Rimel
$2,258
$2,548
William N. Searcy, Jr.
$2,258
$2,548
 
DWS CROCI® International Fund
DWS International Growth Fund
Independent Advisory Board Member:
Chad D. Perry(1)
$2,092
$2,361
Catherine Schrand(1)
$2,092
$2,361
I-17

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
Rebecca W. Rimel(4)
$320,000
William N. Searcy, Jr.(4)
$320,000
Independent Advisory Board Member:
Chad D. Perry(1)
$73,750
Catherine Schrand (1)
$73,750
(1)
Mr. Perry and Ms. Schrand were appointed as Independent Advisory Board Members effective November 18, 2021.
(2)
For each Independent Board Member and Independent Advisory 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 and Independent Advisory Board Member was increased from $295,000 to $315,000 effective January 1, 2022.
(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-18

Part I: Appendix I-DPortfolio Management
Fund Ownership of Portfolio Managers
The following table shows the dollar range of fund shares owned beneficially and of record by the portfolio management team as well as in all US registered DWS funds advised by the Advisor as a group, including investments by their immediate family members sharing the same household and amounts invested through retirement and deferred compensation plans. This information is provided as of each fund's most recent fiscal year end.
DWS CROCI® International Fund
Name of Portfolio Manager
Dollar Range of
Fund Shares Owned
Dollar Range of All DWS
Fund Shares Owned
Di Kumble
$10,001 - $50,000
$100,001 - $500,000
John Moody
$0
$0
DWS International Growth Fund
Name of Portfolio Manager
Dollar Range of
Fund Shares Owned
Dollar Range of All DWS
Fund Shares Owned
Sebastian P. Werner
$10,001 - $50,000
$100,001 - $500,000
Conflicts of Interest
In addition to managing the assets of each fund, a portfolio manager may have responsibility for managing other client accounts of the Advisor or its affiliates. The tables below show, per portfolio manager, the number and asset size of: (1) SEC registered investment companies (or series thereof) other than each fund, (2) pooled investment vehicles that are not registered investment companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by a portfolio manager. Total assets attributed to a portfolio manager in the tables below include total assets of each account managed, although a portfolio manager may only manage a portion of such account’s assets. For a fund subadvised by subadvisors unaffiliated with the Advisor, total assets of funds managed may only include assets allocated to the portfolio manager and not the total assets of a fund managed. The tables also show the number of performance-based fee accounts, as well as the total assets of the accounts for which the advisory fee is based on the performance of the account. This information is provided as of each fund's most recent fiscal year end.
DWS CROCI® International Fund
Other SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
Number of
Registered
Investment
Companies
Total Assets of
Registered
Investment
Companies
Number of Investment
Company Accounts
with Performance-
Based Fee
Total Assets of
Performance-Based
Fee Accounts
Di Kumble
9
$6,354,333,026
0
$0
John Moody
3
$778,754,637
0
$0
I-19

DWS CROCI® International Fund
Other Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
Number of
Pooled
Investment
Vehicles
Total Assets of
Pooled Investment
Vehicles
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
Total Assets of
Performance-
Based Fee
Accounts
Di Kumble
0
$0
0
$0
John Moody
0
$0
0
$0
DWS CROCI® International Fund
Other Accounts Managed:
Name of
Portfolio Manager
Number of
Other Accounts
Total Assets
of Other
Accounts
Number of Other
Accounts with
Performance-
Based Fee
Total Assets of
Performance-
Based Fee
Accounts
Di Kumble
9
$3,365,875,611
0
$0
John Moody
9
$3,064,778,012
0
$0
DWS International Growth Fund
Other SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
Number of
Registered
Investment
Companies
Total Assets of
Registered
Investment
Companies
Number of Investment
Company Accounts
with Performance-
Based Fee
Total Assets of
Performance-Based
Fee Accounts
Sebastian P. Werner
6
$3,944,998,048
0
$0
DWS International Growth Fund
Other Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
Number of
Pooled
Investment
Vehicles
Total Assets of
Pooled Investment
Vehicles
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
Total Assets of
Performance-
Based Fee
Accounts
Sebastian P. Werner
1
$218,883,665
0
$0
DWS International Growth Fund
Other Accounts Managed:
Name of
Portfolio Manager
Number of
Other Accounts
Total Assets
of Other
Accounts
Number of Other
Accounts with
Performance-
Based Fee
Total Assets of
Performance-
Based Fee
Accounts
Sebastian P. Werner
19
$138,972,494
0
$0
I-20

In addition to the accounts above, an investment professional may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of each fund. The Advisor or Subadvisor, as applicable, has in place a Code of Ethics that is designed to address conflicts of interest and that, among other things, imposes restrictions on the ability of portfolio managers and other access persons to invest in securities that may be recommended or traded in each fund and other client accounts.
I-21

Part I: Appendix I-EService Provider Compensation
DWS CROCI® International Fund
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
$2,734,750
$0
$469,506
$0
2021
$2,984,982
$0
$512,466
$0
2020
$2,974,195
$0
$519,397
$0
Fiscal Year Ended
Gross Amount Paid to
DSC for Transfer
Agency Services
Amount Waived by
DSC for Transfer
Agency Services
2022
$407,551
$0
2021
$440,384
$0
2020
$387,079
$1,812
(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 International Growth Fund
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
$3,382,692
$0
$529,228
$0
2021
$3,843,994
$0
$601,399
$0
2020
$3,265,626
$0
$519,065
$0
Fiscal Year Ended
Gross Amount Paid to
DSC for Transfer
Agency Services
Amount Waived by
DSC for Transfer
Agency Services
2022
$295,853
$721
2021
$315,320
$395
2020
$277,219
$1,138
(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.
The following waivers are currently in effect:
For DWS CROCI® International Fund, the Advisor has contractually agreed through September 30, 2023 to waive its fees and/or reimburse fund expenses to the extent necessary to maintain the fund’s total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest expense and acquired fund fees and expenses) at 1.24%, 1.99%, 0.99%, 0.99% and 0.99% for Class A, Class C, Class R6, Institutional Class and Class S, respectively. The agreement may only be terminated with the consent of the fund’s Board.
I-22

For DWS International Growth Fund, the Advisor has contractually agreed through September 30, 2023 to waive its fees and/or reimburse fund expenses to the extent necessary to maintain the fund’s total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest expense and acquired fund fees and expenses) at 1.23%, 0.98%, 0.98% and 0.98% for Class A, Class R6, Institutional Class and Class S, respectively. In addition, the Advisor has contractually agreed through November 30, 2023 to waive its fees and/or reimburse fund expenses to the extent necessary to maintain the fund’s total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest expense and acquired fund fees and expenses) at ratios no higher than 1.98% and 1.48% for Class C and Class R, respectively. The agreements may only be terminated with the consent of the fund’s Board.
For DWS International Growth Fund, the Advisor has voluntarily agreed to waive its fees and/or reimburse fund expenses to the extent necessary to maintain the fund’s total annual operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage, interest expense and acquired fund fees and expenses) at 0.83% for Class R6. This voluntary waiver or reimbursement may be terminated at any time at the option of the Advisor.
I-23

Part I: Appendix I-FSales Charges
The following tables show the aggregate amount of underwriting commissions paid, the amount of underwriting commissions retained by DDI and any CDSCs paid to DDI for the noted fiscal period(s). Any commissions not retained by DDI were paid out to unaffiliated brokers.
Class A Initial Sales Charge:
 
Fiscal
Year
Aggregate
Sales
Commissions
Aggregate
Commissions
Retained
by DDI
DWS CROCI® International Fund
2022
$1,994
$693
 
2021
$3,248
$555
 
2020
$3,749
$458
DWS International Growth Fund
2022
$378
$203
 
2021
$3,263
$480
 
2020
$3,353
$1,328
CDSC Paid to DDI on:
 
Fiscal
Year
Class A Shares
Class C Shares
DWS CROCI® International Fund
2022
$0
$0
 
2021
$0
$108
 
2020
$0
$1,125
DWS International Growth Fund
2022
$0
$30
 
2021
$0
$26
 
2020
$0
$99
I-24

Part I: Appendix I-GDistribution 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
12b-1 Shareholder
Services Fees
12b-1 Shareholder
Services Fees
Waived
DWS CROCI® International Fund
Class A
N/A
$146,183
$0
 
Class C
$76,642
$25,391
$0
DWS International Growth Fund
Class A
N/A
$104,807
$0
 
Class C
$5,514
$1,686
$0
 
Class R
$3,048
$3,004
$0
I-25

Part I: Appendix I-HPortfolio Transactions and Brokerage Commissions
Variations to a fund’s portfolio turnover rate may be due to, among other things, a fluctuating volume of shareholder purchase and redemption orders, market conditions, and/or changes in the Advisor's investment outlook. The amount of brokerage commissions paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity and/or portfolio turnover.
Portfolio Turnover Rates
Fund
2022
2021
DWS CROCI® International Fund
65%
61%
DWS International Growth Fund
8%
15%
Brokerage Commissions
 
Fiscal
Year
Brokerage Commissions
Paid by Fund
DWS CROCI® International Fund
2022
$130,011
 
2021
$138,365
 
2020
$164,436
DWS International Growth Fund
2022
$38,774
 
2021
$78,138
 
2020
$55,857
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 CROCI® International Fund
2022
None
None
 
2021
None
None
 
2020
None
None
DWS International Growth Fund
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 CROCI® International Fund
The fund did not hold any securities of its regular brokers or dealers.
DWS International Growth Fund
The fund did not hold any securities of its regular brokers or dealers.
I-26

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 or Subadvisor, if applicable, to provide research services that may be used by the Advisor or Subadvisor, if applicable, in servicing all of its accounts. 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 CROCI® International Fund
$0
$0
DWS International Growth Fund
$3,901,056
$9,637(1)
(1) The fund has commission sharing arrangements (CSA) in place with some broker-dealers pursuant to which a specified percentage of the total commissions paid on qualifying trades are contributed to a CSA pool. The Advisor may utilize the related commissions in the CSA pool to pay for market data, third-party research and research from certain other broker-dealers with whom the Advisor either does not trade or does not trade at significant levels.
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Part I: Appendix I-IInvestments, 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 CROCI® International Fund
Borrowing
Brady Bonds
Cash Management Vehicles
Commodity Pool Operator Exclusion
Common Stock
Convertible Securities
Depositary Receipts
Derivatives
Dollar Roll Transactions
Eurodollar Obligations
Fixed Income Securities
Foreign Currencies
Foreign Investment
High Yield Fixed Income Securities – Junk Bonds
Illiquid Securities
Impact of Large Redemptions and Purchases of Fund Shares
Inflation
Interfund Borrowing and Lending Program
Investment Companies and Other Pooled Investment Vehicles
Investment-Grade Bonds
IPO Risk
Lending of Portfolio Securities
Micro-Cap Companies
Mortgage-Backed Securities
Participation Interests
Privatized Enterprises
Real Estate Investment Trusts (REITs)
Repurchase Agreements
Reverse Repurchase Agreements
Short-Term Securities
Small Companies
Sovereign Debt
Special Information Concerning Master-Feeder Fund Structure
Trust Preferred Securities
US Government Securities
Warrants
When-Issued and Delayed-Delivery Securities
Zero Coupon Securities and Deferred Interest Bonds
DWS International Growth Fund
Asset-Backed Securities
Borrowing
Brady Bonds
Cash Management Vehicles
Commercial Paper
Commodity Pool Operator Exclusion
Common Stock
Convertible Securities
Depositary Receipts
Derivatives
Dollar Roll Transactions
Environmental, Social and Governance (ESG) Considerations
Eurodollar Obligations
Fixed Income Securities
Foreign Currencies
Foreign Investment
High Yield Fixed Income Securities – Junk Bonds
Illiquid Securities
Impact of Large Redemptions and Purchases of Fund Shares
Inflation
Interfund Borrowing and Lending Program
Investment Companies and Other Pooled Investment Vehicles
Investment-Grade Bonds
Lending of Portfolio Securities
Micro-Cap Companies
Mortgage-Backed Securities
Participation Interests
Privatized Enterprises
Real Estate Investment Trusts (REITs)
Repurchase Agreements
Reverse Repurchase Agreements
Short-Term Securities
Small Companies
Sovereign Debt
Special Information Concerning Master-Feeder Fund Structure
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Trust Preferred Securities
US Government Securities
Warrants
When-Issued and Delayed-Delivery Securities
Yields and Ratings
Zero Coupon Securities and Deferred Interest Bonds
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Part I: Appendix I-JSecurities Lending Activities
During DWS CROCI® International Fund’s most recent fiscal year, Brown Brothers Harriman & Co. (BBH) served as the fund’s securities lending agent.
During DWS International Growth Fund’s most recent fiscal year, BBH served as the fund’s securities lending agent.
As a securities lending agent, BBH is responsible for the implementation and administration of a fund’s securities lending program. Pursuant to its respective Securities Lending Agency Agreement (Securities Lending Agreement) with a fund, BBH, as a general matter, performs various services, including the following:
lend available securities to institutions that are approved borrowers
determine whether a loan shall be made and negotiate and establish the terms and conditions of the loan with the borrower
ensure that all dividends and other distributions paid with respect to loaned securities are credited to the fund’s relevant account
receive and hold, on the fund’s behalf, or transfer to a fund account, upon instruction by the fund, collateral from borrowers to secure obligations of borrowers with respect to any loan of available securities
mark-to-market the market value of loaned securities relative to the market value of the collateral each business day
obtain additional collateral, as needed, in order to maintain the value of the collateral relative to the market value of the loaned securities at the levels required by the Securities Lending Agreement
at the termination of a loan, return the collateral to the borrower upon the return of the loaned securities
in accordance with the terms of the Securities Lending Agreement, invest cash collateral in permitted investments, including investments managed by the fund’s investment adviser
maintain records relating to the fund’s securities lending activity and provide to the fund a monthly statement describing, among other things, the loans made during the period, the income derived from the loans (or losses incurred) and the amounts of any fees or payments paid with respect to each loan
BBH was compensated for the above-described services from its securities lending revenue split. The table below shows the income each fund earned and the fees and compensation it paid to service providers in connection with its securities lending activities during its most recent fiscal year.
Securities Lending Activities – Income and Fees for Fiscal Year 2022
 
DWS
CROCI® International Fund
DWS International Growth Fund
Gross income from securities lending activities
(including income from cash collateral reinvestment)
$226,446
$526,342
Fees and/or compensation for securities lending activities and related services
Fees paid to securities lending agent from a revenue
split
$18,462
$49,083
Fees paid for any cash collateral management
service (including fees deducted from a pooled cash
collateral reinvestment vehicle) that are not included
in the revenue split
$7,616
$7,514
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DWS
CROCI® International Fund
DWS International Growth Fund
Administrative fees not included in revenue split
$0
$0
Indemnification fee not included in revenue split
$0
$0
Rebate (paid to borrower)
$29,422
$27,950
Other fees not included in revenue split
$0
$0
Aggregate fees/compensation for securities lending
activities and related services
$55,500
$84,547
Net income from securities lending activities
$170,946
$441,795
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Part I: Appendix I-KAdditional Information
Fund and its Fiscal Year End
Class
CUSIP Number
DWS CROCI® International Fund
Class A
25156G673
Fiscal Year End: 8/31
Class C
25156G699
 
Class R6
25156G582
 
Class S
25156G715
 
Institutional Class
25156G731
DWS International Growth Fund
Class A
25156A775
Fiscal Year End: 8/31
Class C
25156A817
 
Class R
25156A825
 
Class R6
25156A643
 
Institutional Class
25156A700
 
Class S
25156A833
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Statement of Additional Information (SAI)Part II
 
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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
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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
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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
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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
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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
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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 IIAppendix 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 IAppendix I-B and Part IAppendix 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 IIAppendix 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
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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 IIAppendix 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
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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
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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)
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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
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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).
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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
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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 lo