UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment

(Amendment No.             )

 

 

Filed by Registrant  ☒                        Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12§240.14a-12

DEUTSCHE MULTI-MARKET INCOME TRUST

DEUTSCHEDWS MUNICIPAL INCOME TRUST

DEUTSCHE STRATEGIC INCOME TRUST

DEUTSCHEDWS STRATEGIC MUNICIPAL INCOME TRUST

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

 

 No fee required.
 Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 1) 

Title of each class of securities to which transaction applies:

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2) 

Aggregate number of securities to which transaction applies:

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3)    

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 4) 

Proposed maximum aggregate value of transaction:

 

 5) 

Total fee paid:

     

 Fee paid previously with preliminary materials.
 Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 1) 

Amount Previously Paid:

 

     

 2) 

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 4) 

Date Filed:

 

     

 

 

 


DEUTSCHE MULTI-MARKET INCOME TRUST (“KMM”)

DEUTSCHEDWS MUNICIPAL INCOME TRUST (“KTF”)

DEUTSCHE STRATEGIC INCOME TRUST (“KST”)

DEUTSCHEDWS STRATEGIC MUNICIPAL INCOME TRUST (“KSM”)

345 PARK875 THIRD AVENUE

NEW YORK, NEW YORK 1015410022

 

 

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD SEPTEMBER 20, 201723, 2022

 

 

This is the formal notice for the joint annual meeting of shareholders of KMM, KTF KST and KSM (individually, a “Fund” and collectively, the “Funds”). It tells you the proposal that you will be asked to vote on and the time and place of the joint annual meeting, in the event you choose to attend in person.

To the shareholders of the Funds:

A joint annual meeting of shareholders of each Fund will be held September 20, 201723, 2022 at 2:00 p.m. (Eastern time), at the offices of DeutscheDWS Investment Management Americas, Inc., 60 Wall100 Summer Street, New York, New York 10005Boston, Massachusetts 02110 (the “Meeting”), to consider the following proposal (the “Proposal”):

 

PROPOSAL:

To elect four (4) Board Members to the Board of Trustees of each Fund (each a “Board”) as outlined below:

 

 (A)(i)For KMM and KST only, to elect four (4)

two (2) Class IIIII Board Members to be elected by the Boardholders of Trustees of the Fund.Common Shares and Preferred Shares, voting together as a single class; and

 

 (B)(ii)For KTF and KSM only, to elect five (5) Board Members to the Board of Trustees of each Fund:

(i) three (3) Class III Board Members to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class; and

(ii) two (2) Board Members to be elected by the holders of Preferred Shares only, voting as a separate class.

As part of precautions regarding the coronavirus or COVID-19 pandemic, the Funds are planning for the possibility that the Meeting may be held solely by means of remote communication rather than in person at the offices of DWS Investment Management Americas, Inc. If this step is taken, the Funds will announce the decision to do so in advance, together with details on how to participate. If the Funds decide to hold the Meeting solely by means of remote communication, the Funds may also change the date and time of the Meeting and will announce any changes to the date and time of the Meeting in advance. In light of COVID-19, you are strongly encouraged to vote your shares by marking, signing, dating and mailing the enclosed proxy card in the postage-paid envelope provided or to record your voting instructions by telephone or via the Internet rather than attending the Meeting in person.


The persons named as proxies will vote in their discretion on any other business that properly may come before the Meeting and at any adjournment(s) or postponement(s) thereof.

Holders of record of shares of each Fund at the close of business on July 20, 2017August 5, 2022 are entitled to vote at the Meeting and at any adjournment(s) or postponement(s) thereof.

THE BOARD OF YOUR FUND RECOMMENDS THAT YOU VOTEFOR THE ELECTION OF EACH BOARD MEMBER NOMINEE.


For KMM and KST, to the extent permitted by the Fund’s Amended and Restated Agreement and Declaration of Trust, any meeting of shareholders may, by action of the chairman of the meeting, be adjourned without further notice with respect to one or more matters to be considered at such meeting to a designated time and place, whether or not a quorum is present with respect to such matter; upon motion of the chairman of the meeting, the question of adjournment may be submitted to a vote of the shareholders, and in that case, any adjournment with respect to one or more matters must be approved by the vote of holders of a majority of the shares present and entitled to vote with respect to the matter or matters adjourned, and without further notice to the extent permitted by the Fund’s Amended and Restated Agreement and Declaration of Trust.

For KTF and KSM,each Fund, any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

This notice and the related proxy materials are being mailed to shareholders of each Fund on or about August 18, 2017.19, 2022. This proxy is being solicited on behalf of your Fund’s Board.

By Order of the Board

 

LOGO

John Millette

Secretary

August 15, 20172022

We urge you to mark, sign, date and mail the enclosed proxy card in the postage-paid envelope provided or to record your voting instructions by telephone or via the Internet so that you will be represented at the Meeting. If you complete and sign the proxy card (or tell us how you want to vote by voting by telephone or via the Internet), we will vote it exactly as you tell us. If you simply sign the proxy card, we will vote it in accordance with your Board’s recommendation on the Proposal. Your prompt return of the enclosed proxy card (or your voting by telephone or via the Internet) may prevent the necessity and expense of further solicitations. If you have any questions, please call Georgeson LLC, your Fund’s proxy solicitor, at the special toll-free number we have set up for you(866-821-2570)(888-867-6963), or contact your financial advisor.


INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.

 

1.

Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card.

 

2.

Joint Accounts: Both parties should sign, and the name(s) of the party or parties signing should conform exactly to the name(s) shown in the registration on the proxy card.

 

3.

All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

 

Registration

  

Valid Signature

Corporate Accounts

  

(1) ABC Corp

  

ABC Corp

John Doe, Treasurer

(2) ABC Corp.

  John Doe, Treasurer

(3) ABC Corp. c/o John Doe, Treasurer

  John Doe

(4) ABC Corp. Profit Sharing Plan

  John Doe, Trustee

Partnership Accounts

  

(1) The XYZ Partnership

  Jane B. Smith, Partner

(2) Smith and Jones, Limited Partnership

  Jane B. Smith, General Partner

Trust Accounts

  

(1) ABC Trust Account

  Jane B. Doe, Trustee

(2) Jane B. Doe, Trustee u/t/d 12/28/78

  Jane B. Doe

Custodial or Estate Accounts

  

(1) John B. Smith, Cust. F/b/o John B. Smith Jr.

  John B. Smith

GMA/UTMA

  

(2) Estate of John B. Smith

  John B. Smith, Jr., Executor


DEUTSCHE MULTI-MARKET INCOME TRUST (“KMM”)

DEUTSCHEDWS MUNICIPAL INCOME TRUST (“KTF”)

DEUTSCHE STRATEGIC INCOME TRUST (“KST”)

DEUTSCHEDWS STRATEGIC MUNICIPAL INCOME TRUST (“KSM”)

JOINT PROXY STATEMENT

FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS

August 15, 20172022

GENERAL

This joint proxy statement (the “Proxy Statement”) is being furnished in connection with the solicitation of proxies by the Board of each of KMM KTF KST and KSM (each a “Fund” and collectively, the “Funds”), for use at the annual meeting of shareholders of each Fund to be held jointly at the offices of DeutscheDWS Investment Management Americas, Inc. (“DIMA” or the “Advisor”), 60 Wall100 Summer Street, New York, New York 10005 on September 20, 2017Boston, Massachusetts 02110 at 2:00 p.m. (Eastern time), and at any adjournment(s) or postponement(s) thereof (the “Meeting”). The principal executive address of each Fund is 345 Park875 Third Avenue, New York, New York 10154.10022.

As part of precautions regarding the coronavirus or COVID-19 pandemic, the Funds are planning for the possibility that the Meeting may be held solely by means of remote communication rather than in person at the offices of DIMA. If this step is taken, the Funds will announce the decision to do so in advance, together with details on how to participate. If the Funds decide to hold the Meeting solely by means of remote communication, the Funds may also change the date and time of the Meeting and will announce any changes to the date and time of the Meeting in advance. In light of COVID-19, you are strongly encouraged to vote your shares by marking, signing, dating and mailing the enclosed proxy card in the postage-paid envelope provided or to record your voting instructions by telephone or via the Internet rather than attending the Meeting in person.

This Proxy Statement, along with the enclosed Notice of Joint Annual Meeting of Shareholders and the accompanying proxy card (the “Proxy Card”), are first being mailed to shareholders on or about August 18, 2017.19, 2022. The Proxy Statement explains what you should know before voting on the proposal described herein. Please read it carefully and keep it for future reference.

The term “Board,” as used herein, refers to the board of trustees of each Fund. The term “Board Member,” as used herein, refers to a person who serves as a trustee of a Fund (each a “Trustee”).


The Meeting is being held to consider and to vote on the following proposal (the “Proposal”) for each Fund, as indicated below and as described more fully herein, and such other matters as properly may come before the Meeting:

PROPOSAL: To elect four (4) Board Members to the Board of Trustees of each Fund as outlined below:

 

 (A)(i)For KMM and KST only, to elect four (4)

two (2) Class IIIII Board Members to be elected by the Boardholders of Trustees of the Fund.Common Shares and Preferred Shares, voting together as a single class; and

 

 (B)(ii)For KTF and KSM only, to elect five (5)

two (2) Board Members to be elected by the Boardholders of Trustees of each Fund:Preferred Shares only, voting as a separate class.

(i) three (3) Class III Board Members to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class; and


(ii) two (2) Board Members to be elected by the holders of Preferred Shares only, voting as a separate class.

THE BOARD OF EACH FUND RECOMMENDS THAT SHAREHOLDERS VOTE

FOR THE ELECTION OF EACH

BOARD MEMBER NOMINEE.

The vote required to approve the Proposal is described under “Proposal — Election of Board Members — Required Vote” and “Additional Information — Quorum and Required Vote.”

The persons named as proxies will vote in their discretion on any other business that properly may come before the Meeting and at any adjournment(s) or postponement(s) thereof.

The most recent Annual Report of each Fund, containing audited financial statements (each an “Annual Report”), previously has been furnishedmade available to each Fund’s shareholders. An additional copy of an Annual Report and the most recent Semi-Annual Report (each a “Semi-Annual Report”) succeeding an Annual Report, if any, will be furnished without charge upon request by writing to your Fund at 345 Park875 Third Avenue, New York, New York 10154,10022, or by calling800-349-4281. Annual Reports and Semi-Annual Reports also are available on the Deutsche Asset ManagementDWS website atwww.deutschefunds.comwww.dws.com and on the website of the Securities and Exchange Commission (the “SEC”) atwww.sec.gov.

 

2


PROPOSAL

ELECTION OF BOARD MEMBERS

Shareholders of each Fund are being asked to elect Board Members to the Board of their Fund as described below.

For KMM and KSTonly.Pursuant to the Fund’s Amended and Restated Agreement and Declaration of Trust and Amended and RestatedBy-Laws, the Board of the Fund has been divided into three (3) classes with Board Members of each class being elected to serve until the third annual meeting following their election. At the Meeting, four (4) Class III Board Members are to be elected by shareholders of the Fund, each to hold office until the annual meeting of shareholders in 2020, or until the termination of the Fund as described below has been completed, and until such Board Member’s successor is duly elected and qualifies or until such Board Member sooner dies, resigns, retires or is removed. As previously announced, the Board has approved the termination of KMM and KST, pursuant to which each Fund will make a liquidating distribution to shareholders no later than December 31, 2018. Board Members elected to the Board of KMM and KST at the Meeting will serve until the termination of the Fund. In the event the termination of KMM and KST does not occur, Board Members elected to the Board of KMM and KST at the Meeting would serve until the annual meeting of shareholders in 2020. The Class III Board Member nominees standing for election at the Meeting are: Mr. John W. Ballantine, Ms. Dawn Marie Driscoll, Dr. Kenneth C. Froewiss and Ms. Rebecca W. Rimel.

For KTF and KSM only.At the Meeting, the holders of the preferred shares of beneficial interest (“Preferred Shareholders”), voting as a separate class, are entitled to elect two (2) Board Members, and the holders of the common shares of beneficial interest (“Common Shareholders”) and the Preferred Shareholders, voting together as a single class, are entitled to elect three (3)two (2) Board Members (as described below).

Pursuant to each Fund’s Amended and Restated Agreement and Declaration of Trust and Amended and RestatedBy-Laws, the Board of each Fund, with the exception of the two Board Members elected by the vote of the Preferred Shareholders as a separate class, has been divided into three (3) classes with Board Members of each class being elected to serve until the third annual meeting following their election. In addition, two Board Members are elected by the Preferred Shareholders, voting as a separate class, to serve until the next annual meeting. At the Meeting, three (3)two (2) Class IIIII Board Members are to be elected by each Fund’s Common Shareholders and Preferred Shareholders, voting together as a single class, each to hold office until

3


the annual meeting of shareholders in 20202025 and until such Board Member’s successor is duly elected and qualifies or until such Board Member sooner dies, resigns, retires or is removed; and two (2) Board Members are to be elected by each Fund’s Preferred Shareholders only, voting as a separate class, (the “Preferred Board Members”), each to hold office until the annual meeting of shareholders in 20182023 and until such Preferred Board Member’s successor has been duly elected and qualifies or until such Preferred Board Member sooner dies, resigns, retires or is removed. The Class IIIII Board Member nominees standing for election at the Meeting are: Mr. John W. Ballantine, Dr. Kenneth C. FroewissChad D. Perry and Ms. Rebecca W. Rimel.Catherine Schrand. The Preferred Board Member nominees standing for election at the Meeting are: Ms. Dawn-Marie Driscoll and Mr. Keith R. Fox and Dr. Paul K. Freeman.Fox. Mr. William McClayton currently is a Class II Trustee for each Fund, holding office until the Meeting. Mr. McClayton is not standing for re-election as a Class II Trustee for each Fund at the Meeting due to his anticipated retirement from service on the Boards of the DWS funds effective December 31, 2022. As a result, it is anticipated that the Board of each Fund will be reduced in size from nine to eight members effective as of the conclusion of the Meeting.

For all Funds.each Fund. The individuals nominated for election as Board Members of each Fund at the Meeting (collectively, the “Board Member Nominees”) were nominated by each Fund’s Board upon the

3


recommendation of the Board’s Nominating and Governance Committee. The Board Member Nominees currently serve as Board Members of each Fund, and currently serve as Board Members of other DeutscheDWS funds advised by DIMA.

It is the intention of the persons named in the enclosed Proxy Card to vote the shares represented thereby for the election of the Board Member Nominees unless the Proxy Card is marked otherwise. Each of the Board Member Nominees has consented to being named in the Proxy Statement and has agreed to serve as a Board Member of aeach Fund if elected. However, should any Board Member Nominee become unable or unwilling to serve prior to the Meeting, the persons named as proxies may vote your shares for substitute nominees, if any, recommended by the Board of your Fund.

Information Concerning the Board Member Nominees and Board Members

Information is provided below as of JulyAugust 1, 20172022 for the Board Member Nominees and the continuing Board Members for each Fund’s Board. All of the Board Member Nominees and continuing Board Members are“non-interested”non-interested Board Members, as that term is used inpursuant to the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Board Members”). Seepages 9-1010-11 for further discussion of the qualifications of the Board Member Nominees and the continuing Board Members.

 

4


Board Member Nominees/Board Members:

 

Name and


Year of Birth

 

Position(s)


with the

Deutsche

DWS
Funds

 

Term of


Office and Length of
Time Served(1)

 

Principal Occupation(s)


During Past 5 Years

 Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
 

Other
Directorships
Held by
Board
Member
During the
Past Five

Years

William McClayton(2)

John W. Ballantine

(1946)(1944)

 

Board Member

 

Term: Class IIIII Board Member until 20172022 annual shareholder meeting for each Fund

 

Length of Service:


Since 19992004

 Private equity investor (since October 2009); formerly: Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001-2009); and Senior Partner, Arthur Andersen LLP (accounting) (1966-2001); Former Directorships: Board of Managers, YMCA of Metropolitan Chicago; Trustee, Ravinia Festival70None

Chad D. Perry

(1972)

Board Member

Term: Class II Board Member until 2022 annual shareholder meeting for each Fund

 

Retired;Length of Service:
Since 2021

Executive Vice President, General Counsel and Secretary, Tanger Factory Outlet Centers, Inc.(3) (since 2011); formerly: Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996-1998)Deputy General Counsel, LPL Financial Holdings Inc.(3) (2006-2011); Executive Vice President and Head of International Banking (1995-1996)Senior Corporate Counsel, EMC Corporation (2005-2006); former Directorships: Associate, Ropes & Gray LLP (1997-2005)21(4)Director, and Chairman of the Board, Healthways Inc. (population well-being and wellness services) (2003-2014); StockwellGreat Elm Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc.; Oak Brook Bank; and Prisma Energy International.Not-for-Profit Director/ Trustee: Palm Beach Civic-Assn.; Public Radio International; Window to the World Communications (public media); and Harris Theater for Music and Dance (Chicago)Corp. (business development company) (since 2022)

Catherine Schrand

(1964)

 

95

Board Member
 

Portland
General
Electric
(utility
company)
(2003-
present)

Dawn-Marie Driscoll

(1946)

Board Member

Term: Class IIIII Board Member until 20172022 annual shareholder meeting for KMM and KST

Class I Board Member until 2018 annual shareholder meeting for KTF and KSMeach Fund

 

Length of Service:


Since 19872021

Celia Z. Moh Professor of Accounting (since 2016) and Professor of Accounting (since 1994), The Wharton School, University of Pennsylvania; formerly: Vice Dean, Wharton Doctoral Programs (2016-2019)21(4)None

 

5


Name and
Year of Birth

 

Position(s)
with the

EmeritusDWS
Funds

Term of
Office and Length of
Time Served(1)

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member

Other
Directorships
Held by
Board
Member
During the
Past Five

Years

Dawn-Marie Driscoll

(1946)

Board Member

Term: Preferred Board Member until 2022 annual shareholder meeting for each Fund

Length of Service:
Since 1987

Advisory Board and former Executive Fellow, Hoffman Center for Business Ethics, Bentley University; formerly: President, Driscoll Associates (consulting firm); Partner, Palmer & Dodge (law firm) (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene’s (retail) (1978-1988); Directorships: Advisory Board, Center for Business Ethics, Bentley University; Trustee and former Chairman of the Board, Southwest Florida Community Foundation (charitable organization); former Directorships: ICI Mutual Insurance Company (2007-2015); Sun Capital Advisers Trust (mutual funds) (2007-2012); Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)70None

Keith R. Fox, CFA

(1954)

 Chairperson of the Board and Board Member

Term: Preferred Board Member until 2022 annual shareholder meeting for each Fund

 

95

Length of Service: Chairperson, Since 2017; Board Member, Since 1996

 

Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986); Directorships: Progressive International Corporation (kitchen goods designer and distributor); former Chairman, National Association of Small Business Investment Companies; former Directorships: ICI Mutual Insurance Company; BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds)

70None

 

56


Name and


Year of Birth

 

Position(s)


with the

Deutsche

DWS
Funds

 

Term of


Office and Length of
Time Served(1)

 

Principal Occupation(s)


During Past 5 Years

 Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
 

Other
Directorships
Held by
Board
Member
During the
Past Five

Years

Richard J. Herring

Kenneth C. Froewiss

(1945)(1946)

 

Vice Chairperson of the Board and Board Member

 

Term: Class IIII Board Member until 20172024 annual shareholder meeting for each Fund

 

Length of Service: Vice Chairperson,
Since 2017; Board Member, Since 20011990

 

Retired ClinicalJacob Safra Professor of International Banking and Professor of Finance, NYU SternThe Wharton School, University of Business (1997-2014)Pennsylvania (since July 1972); Member FinanceFDIC Systemic Risk Advisory Committee Association for Asian(since 2011), member Systemic Risk Council (since 2012) and member of the Advisory Board of the Yale Program on Financial Stability (since 2013); formerly: Director, Wharton Financial Institutions Center (1994-2020); Vice Dean and Director, Wharton Undergraduate Division (1995-2000); and Director, Lauder Institute of International Management Studies (2002-present)(2000-2006); Formerly Co-Chair of the Shadow Financial Regulatory Committee (2003-2015); Executive Director Mitsui Sumitomo Insurance Group (US) (2004-present); formerly, Managingof The Financial Economists Roundtable (2008-2015)

70Formerly: Director, J.P. Morgan (investment banking firm) (until 1996)The Aberdeen Japan Fund (since 2007-2021), Director, The Aberdeen Singapore Fund (2007-2018), Director, The Thai Capital Fund (2007-2013), and Non-Executive Director of Barclays Bank Delaware (2010-2018)

William N. Searcy, Jr.

(1946)

 

95

Board Member
 

The
Central
and
Eastern
Europe
Fund,
Inc.; The
European
Equity
Fund, Inc.
and The
New
Germany
Fund, Inc.
(since
2017)

Rebecca W. Rimel

(1951)

Board Member

Term: Class IIII Board Member until 20172024 annual shareholder meeting for each Fund

 

Length of Service:


Since 19951993

Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation (telecommunications) (1989-2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998-2012)70None

 

7


Name and
Year of Birth

 

Position(s)
with the

DWS
Funds

Term of
Office and Length of
Time Served(1)

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member

Other
Directorships
Held by
Board
Member
During the
Past Five

Years

John W. Ballantine

(1946)

Board Member

Term: Class III Board Member until 2023 annual shareholder meeting for each Fund

Length of Service:
Since 1999

Retired; formerly: Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996-1998); Executive Vice President and Head of International Banking (1995-1996); Not-for-Profit Directorships: Window to the World Communications (public media); Life Director of Harris Theater for Music and Dance (Chicago); Life Director of Hubbard Street Dance Chicago; former Directorships: Director and Chairman of the Board, Healthways Inc. (population well-being and wellness services) (2003-2014); Stockwell Capital Investments PLC (private equity); Enron Corporation; FNB Corporation; Tokheim Corporation; First Oak Brook Bancshares, Inc.; Oak Brook Bank; and Prisma Energy International. former Not-for-Profit Directorships: Public Radio International and Palm Beach Civic Assn.70Formerly, Director, Portland General Electric (utility company) (2003-2021)

8


Name and
Year of Birth

Position(s)
with the

DWS
Funds

Term of
Office and Length of
Time Served(1)

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member

Other
Directorships
Held by
Board
Member
During the
Past Five

Years

Rebecca W. Rimel

(1951)

Board Member

Term: Class III Board Member until 2023 annual shareholder meeting for each Fund

Length of Service:
Since 1995

Director, The Bridgespan Group (nonprofit organization) (Since October 2020); formerly: President, Chief Executive Officer and Director (1994-2020) and Senior Advisor (2020-2021), The Pew Charitable Trusts (charitable organization) (1994-present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983-2004); Board Member, Investor Education (charitable organization) (2004-2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001-2007); Director, Viasys Health Care (January 2007-June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994-2012)

 

95

70
 

Formerly: Director
Becton
Dickinson
and
Company
(medical
technology
company)
(2012-
present);
Director
BioTelemetry,
Inc.
(health
care)
(2009-
present)

Keith R. Fox, CFA

(1954)

Chairperson of the Board and Board Member

Term: Class I Board Member until 2018 annual shareholder meeting for KMM and KST

Preferred Board Member until 2017 annual shareholder meeting for KTF and KSM

Length of Service: Chairperson, Since 2017; Board Member, Since 1996

Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986); Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011-2012)

95

None

6


Name and

Year of Birth

Position(s)

with the

Deutsche

Funds

Term of

Office and Length of
Time Served(1)

Principal Occupation(s)

During Past 5 Years

Number of
Portfolios
(acquired by Royal Philips in Fund
Complex
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
During the
Past Five
Years

Paul K. Freeman

(1950)

Board Member

Term: Class II Board Member until 2019 annual shareholder meeting for KMM and KST

Preferred Board Member until 2017 annual shareholder meeting for KTF and KSM

Length of Service:

Since 1993

Consultant, World Bank/Inter-American Development Bank; Independent Directors Council (former Chair); Investment Company Institute (executive and nominating committees); formerly: Chairman of Education Committee of Independent Directors Council; Project Leader, International Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986-1998); Directorship: Denver Zoo Foundation (December 2012-present); Knoebel Institute for Healthy Aging, and University of Denver (2017-present); former Directorship: Prisma Energy International

95

None

Henry P. Becton, Jr.

(1943)

Board Member

Term: Class II Board Member until 2019 annual shareholder meeting for each Fund

Length of Service:

Since 1990

Vice Chair and former President, WGBH Educational Foundation; Directorships: Public Radio International; Public Radio Exchange (PRX); the Pew Charitable Trusts (charitable organization); former Directorships: Belo Corporation (media company); The PBS Foundation; Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College; and North Bennett Street School (Boston)

95

Director,
Becton
Dickinson
and
Company
(medical
technology
company)
(1987-
2016)

7


Name and

Year of Birth

Position(s)

with the

Deutsche

Funds

Term of

Office and Length of
Time Served(1)

Principal Occupation(s)

During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member
Other
Directorships
Held by
Board
Member
During the
Past Five
Years

Richard J. Herring

  (1946)

Board Member

Term: Class I Board Member until 2018 annual shareholder meeting for each Fund

Length of Service:

Since 1990

Jacob Safra Professor of International Banking and Professor, Finance Department, The Wharton School, University of Pennsylvania (since July 1972);Co-Director, Wharton Financial Institutions Center; formerly: Vice Dean and Director, Wharton Undergraduate Division (July 1995-June 2000)2021) (health care)(2009-2021); Director, Lauder Institute of International Management Studies (July 2000-June 2006)

95

Director,
Aberdeen
Singapore
Becton Dickinson and Japan
Funds
(since
2007)Company (medical technology company) (2012-2022);
Independent
Director
of
Barclays
Bank
Delaware
(since
September
2010)

William McClayton

(1944)

Board Member

Term: Class II Board Member until 2019 annual shareholder meeting for each Fund

Length of Service:

Since 2004

Private equity investor (since October 2009); previously: Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001-2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966-2001); Trustee, Ravinia Festival

95

None

William N. Searcy, Jr.

(1946)

Board Member

Term: Class I Board Member until 2018 annual shareholder meeting for each Fund

Length of Service:

Since 1993

Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation (telecommunications) (November 1989-September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998-2012)

95

None

Jean Gleason Stromberg

(1943)

Board Member

Term: Class II Board Member until 2019 annual shareholder meeting for each Fund

Length of Service:

Since 1997

Retired; formerly: Consultant (1997-2001); Director, Financial Markets, US Government Accountability Office (1996-1997); Partner, Norton Rose Fulbright, L.L.P. (law firm) (1978-1996); former Directorships: The William and Flora Hewlett Foundation (charitable organization) (2000-2015), Service Source, Inc. (nonprofit), Mutual Fund Directors Forum (2002-2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987-1990 and 1994-1996)

95

None

 

(1)

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

(2)

Mr. McClayton is a Class II Board Member for each Fund. Mr. McClayton is not standing for re-election at the Meeting due to his anticipated retirement from service on the Boards of the DWS funds effective December 31, 2022. As a result, it is anticipated that the Boards of each Fund will be reduced in size from nine to eight members effective as of the conclusion of the Meeting.

(3)

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

(4)

Mr. Perry and Ms. Schrand are Advisory Board Members of Deutsche DWS Asset Allocation Trust, Deutsche DWS Equity 500 Index Portfolio, Deutsche DWS Global/International Fund, Inc., Deutsche DWS Income Trust, Deutsche DWS Institutional Funds, Deutsche DWS International Fund, Inc., Deutsche DWS Investment Trust, Deutsche DWS Investments VIT Funds, Deutsche DWS Money Market Trust, Deutsche DWS Municipal Trust, Deutsche DWS Portfolio Trust, Deutsche DWS Securities Trust, Deutsche DWS Tax Free Trust, Deutsche DWS Variable Series I and Government Cash Management Portfolio. Mr. Perry and Ms. Schrand are Board Members of each other Trust in the DWS funds complex.

 

89


Unless otherwise noted, each Board Member Nominee and continuing Board Member Nominee has engaged in the principal occupation(s) noted in the table above for at least the most recent five years, although not necessarily in the same capacity. The mailing address of each IndependentBoard Member Nominee and continuing Board Member is Keith R. Fox, DeutscheDWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600.

As reported to the Funds, Exhibit A to this Proxy Statement sets forth the dollar range of equity securities and number of shares beneficially owned by each Board Member Nominee and continuing Board Member in each Fund as of JulyAugust 1, 2017.2022. Exhibit A also sets forth the aggregate dollar range of equity securities beneficially owned by each Board Member Nominee and continuing Board Member in all DeutscheDWS funds overseen by the Board Member as of JulyAugust 1, 2017.2022.

The Nominating and Governance Committee of the Board of each Fund is responsible for recommending proposed nominees for election to the full Board for its approval. In recommending the election of the current Board Members, the Committee generally considered the educational, business and professional experience of each Board Member in determining his or her qualifications to serve as a Board Member, including the Board Member’s record of service as a director or trustee of public and private organizations. In the case of eachmost Board Member,Members, this included his or her many years of previous service as a director or trustee of certain of the DeutscheDWS funds. This previous service has provided these Board Members with a valuable understanding of the history of the DeutscheDWS funds and the DIMA organization and has also served to demonstrate his or her high level of diligence and commitment to the interests of fund shareholders and his or her ability to work effectively and collegially with other members of the Board. The Committee also considered, among other factors, the particular attributes described below with respect to the various individual Board Members:

John W. Ballantine — Mr. Ballantine’s experience in banking, financial risk management and investments acquired in the course of his service as a senior executive of a major U.S. bank.

Henry P. Becton, Jr. — Mr. Becton’s professional training and experience as an attorney, his experience as the chief executive officer of a major public media company and his experience as lead director of two NYSE companies, including his service at various times as the chair of the audit, compensation and nominating committees of one or both of such boards.

Dawn-Marie Driscoll — Ms. Driscoll’s professional training and experience as an attorney, her expertise as a consultant, professor and author on the subject of business ethics, her service as a member of the

9


executive committee of the Independent Directors Council of the Investment Company Institute and her experience as a director of an insurance company serving the mutual fund industry.

Keith R. Fox — Mr. Fox’s experience as the chairman and a director of various private operating companies and investment partnerships and

10


his experience as a director and audit committee member of several public companies. In addition, he holds the Chartered Financial Analyst designation.

Paul K. Freeman — Dr. Freeman’s professional training and experience as an attorney and an economist, his experience as the founder and chief executive officer of an insurance company, his experience as a senior executive and consultant for various companies focusing on matters relating to risk management and his service on the Independent Directors Council of the Investment Company Institute.

Kenneth C. Froewiss — Dr. Froewiss’ professional training and experience as an economist, his experience in finance acquired in various professional positions with governmental and private banking organizations and his experience as a professor of finance at a leading business school.

Richard J. Herring — Mr. Herring’s experience as a professor of finance at a leading business school and his service as an advisor to various professional and governmental organizations.

William McClayton — Mr. McClayton’s professional training and experience in public accounting, including his service as a senior partner of a major public accounting firm focusing on financial markets companies and his service as a senior executive of a public management consulting firm.

Chad D. Perry — Mr. Perry’s professional training and experience as an attorney, his experience as general counsel of a public company and his prior experience in the financial services industry.

Rebecca W. Rimel — Ms. Rimel’s experience on a broad range of public policy issues acquired during her service as the executive director of a major foundationpublic charity and her experience as a director of several public companies.

Catherine Schrand — Ms. Schrand’s experience as a professor of accounting at a leading business school and her expertise as an author and editor on the subject of accounting and economics.

William N. Searcy, Jr. — Mr. Searcy’s experience as an investment officer for various major public company retirement plans, which included evaluation of unaffiliated investment advisers and supervision of various administrative and accounting functions.

Jean Gleason Stromberg — Ms. Stromberg’s professional training and experience as an attorney specializing in federal securities law, her service in a senior position with the Securities and Exchange Commission and the U.S. Government Accountability Office and her experience as a director and audit committee member of several majornon-profit organizations.

10


Officers

The officers of each Fund are set forth in Exhibit B hereto.

Compensation of Board Members and Officers

Each Independent Board Member receives compensation from each Fund for his or her services, which includes retainer fees and specified amounts for various committee services and for the Board Chairperson and Vice Chairperson, as applicable.if any. No additional compensation is paid to any Independent Board Member for travel time to meetings, attendance at directors’ educational seminars or conferences, service on industry or association committees, participation as speakers at directors’ conferences or service on special fund industry director task forces or subcommittees. Independent Board Members do not receive any employee benefits such as pension or retirement benefits or health insurance from the Funds or any fund in the DeutscheDWS fund complex.

11


Fund officers who are officers, directors, employees or stockholders of Deutsche Asset Management (“Deutsche AM”)DWS or its affiliates receive no direct compensation from the Funds, although they are compensated as employees of the Deutsche AM division of Deutsche Bank AG,DWS, or its affiliates, and as a result may be deemed to indirectly receive a portion of their compensation from revenues generatedparticipate in fees paid by the Funds.

Exhibit C to this Proxy Statement sets forth compensation paid to each current Independent Board Member by each Fund for its most recently completed fiscal year and to each current Independent Board Member by the DeutscheDWS fund complex for the calendar year ended December 31, 2016.2021.

Board Structure

The primary responsibility of each Fund’s Board is to represent the interests of the Fund and to provide oversight of the management of the Fund. SEC rules currently require a majority of the board members of a fund to be “independent” if the fund takes advantage of certain exemptive rules under the 1940 Act. If the Board Member Nominees are elected by shareholders of each Fund, each Fund’s Board will be comprised of eleveneight individuals, all of whom are Independent Board Members. Each of the Board Member Nominees that will be considered an Independent Board Member, if elected, has been selected and nominated solely by the current Independent Board Members of each Fund.

Each Fund’s Board meets multiple times during the year to review investment performance and other operational matters, including regulatory and compliance related policies and procedures. Furthermore, the Independent Board Members review the fees paid to

11


the Advisor and its affiliates for investment advisory services and other services. Each Board has adopted specific policies and guidelines that, among other things, seek to further enhance the effectiveness of the Independent Board Members in performing their duties. For example, the Independent Board Members select independent legal counsel to work with them in reviewing fees, advisory and other contracts and overseeing fund matters, and regularly meet privately with their counsel. An Independent Board Member, Mr. Fox, currently serves as Chairperson of the Board of each Fund.

During calendar year 2016,2021, the Board of each Fund met six (6) times.held five (5) regular meetings and one (1) special meeting. Each Board Member attended at least 75% of the respective meetings of each Board and the committees (if a member thereof) held during calendar year 2016. One Board member attended the 2016 annual shareholder meeting of each Fund.2021.

The Board of each Fund provides a process for shareholders to send communications to the Board. Correspondence should be sent by U.S. mail or courier service to Keith R. Fox, DeutscheDWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800

12


Boylston Street, Boston, MA 02199-3600, who will forward it to a specific Board Member if addressed to that Board Member.

Taking into account the number, the diversity and the complexity of the funds overseen by the Board Members and the aggregate amount of assets under management in the DeutscheDWS funds, each 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 take actions on those matters and/or make recommendations to the Board, as they deem appropriate. Each committee may utilize the resources of the Fund’s 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 recommendations of the Nominating and Governance Committee. The membership and chair of each committee consists solelyconsist exclusively of Independent Board Members.

EachThe Board of each Fund 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 the Fund’s affairs. While risk management is the primary responsibility of each Fund’s investment 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 DeutscheDWS funds and to discuss with the Fund’s

12


investment advisor and administrator how it monitors and controls such risks.

The Board of each Fund has established the following standing committees: Audit Committee and ValuationSub-Committee, Nominating and Governance Committee, Contract Committee, Investment Oversight Committee and Operations Committee (each a “Committee”). The Board of each Fund also has a Dividend Committee which has no responsibility with respect to the Funds. For each Committee, except the Dividend Committee, a written charter setting forth the Committee’s responsibilities was adopted by each Board. The function, membership and number of meetings held in calendar year 20162021 for each Committee is discussed below.

Audit Committee.The Audit Committee, which consists entirely of Independent Board Members, 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

13


independent registered public accounting firm for a Fund. The Audit Committee oversees the valuation of Fund securities and other assets and determines, as needed, the fair value of Fund securities or other assets under certain circumstances as described in a Fund’sthe Valuation Procedures. The Audit Committee has appointed a ValuationSub-Committee, which may make determinations of fair value required when the Audit Committee is not in session. The current members of each Fund’s ValuationSub-Committee are Paul K. Freeman,William McClayton, Richard J. Herring, and John W. Ballantine (Alternate), Henry P. Becton, Jr. and Catherine Schrand (Alternate). Effective September 1, 2022, the Audit Committee will assist the Board in fulfilling its responsibility for the oversight of the valuation of the Fund’s securities and William McClayton (Alternate).other assets, including overseeing the activities of the Fund’s investment adviser in its capacity as “Valuation Designee” under Rule 2a-5 of the 1940 Act, and the Valuation Sub-Committee will be discontinued. 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. Each Fund’s Audit Committee is governed by the Audit Committee Charter, which is available on each Fund’s information page athttps://fundsus.deutscheam.com/EN/fundsus.dws.com/us/en-us/products/closed-end-prices-performance.jspclosed-end-funds/dws-strategic-municipal-income-trust.html#resources. (click on the relevant Fund). Each Fund’s Audit Committee is comprised of only Independent Board Members who are “independent” as defined in the New York Stock Exchange (“NYSE”) listing standards applicable toclosed-end funds. Pursuant to the charter of each Fund’s Audit Committee, no member of the Audit Committee shall serve on the audit committee of more than three public companies unless the Board determines that

13


such simultaneous service would not impair the ability of the Audit Committee member to serve effectively on the committee. At its January 2012 meeting, the Board of each Fund considered the fact that Mr. Richard J. Herring had begun simultaneous service on more than three public company audit committees and determined that such service would not impair his ability to effectively serve on the Audit Committee. During the calendar year 2016,2021, the Audit Committee of each Fund’s Board held ten (10)six (6) meetings.

In January 2017,2022, each Fund’s Audit Committee reviewed and discussed the Fund’s audited financial statements with management for the Fund’s fiscal year ended 2016.2021. Each Fund’s Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301 (Communications With Audit Committees). Each Fund’s independent registered public accounting firm provided the Fund’s Audit Committee the written disclosure required by Public Company Accounting Oversight Board (“PCAOB”) Rule 3526 (Communications with Audit Committees Concerning Independence), and each Fund’s Audit Committee discussed with representatives of the independent registered public accounting firm their firm’s independence. Based on its review of

14


each Fund’s financial statements and discussions with management and the independent registered public accounting firm and other written disclosure provided by the independent registered public accounting firm, each Fund’s Audit Committee recommended to its Fund’s Board that the audited financial statements be included in the annual report provided to shareholders for each Fund’s fiscal year ended 2016.2021. The current members of each Fund’s Audit Committee are:

Paul K. FreemanWilliam McClayton (Chair)

William McClaytonRichard J. Herring (Vice Chair)

John W. Ballantine

Henry P. Becton, Jr.Catherine Schrand

Richard J. HerringIn connection with Mr. McClayton’s pending retirement from each Fund’s Board, the Board has appointed Ms. Schrand as the Chair of each Fund’s Audit Committee effective immediately following the Meeting.

Nominating and Governance Committee.The Nominating and Governance Committee, which consists entirely of Independent Board Members, 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:

14


(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. Each Fund’s Nominating and Governance 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 U.S. mail or courier service to Keith R. Fox, DeutscheDWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. Each Fund’s Nominating and Governance Committee is governed by athe Nominating and Governance Committee Charter, which is available on each Fund’s information page at

15


https://fundsus.deutscheam.com/EN/fundsus.dws.com/us/en-us/products/closed-end-prices-performance.jspclosed-end-funds/dws-strategic-municipal-income-trust.html#resources. (click on the relevant Fund). Each Fund’s Nominating and Governance Committee is comprised of only Independent Board Members who are “independent” as defined in the NYSE listing standards applicable toclosed-end funds. The current members of each Fund’s Nominating and Governance Committee are Rebecca W. Rimel (Chair), Henry P. Becton, Jr.John W. Ballantine (Vice Chair), Kenneth C. Froewiss and William McClayton. In connection with Mr. McClayton’s pending retirement from each Fund’s Board, the Board has appointed Chad D. Perry as a member of each Fund’s Nominating and Governance Committee effective September 21, 2022. During the calendar year 2016,2021, the Nominating and Governance Committee of each Fund’s Board held five (5) meetings.

Contract Committee.  The Contract Committee, which consists entirely of Independent Board Members, reviews at least annually (a) a Fund’s financial arrangements with DIMAregular meetings and its affiliates, and (b) a Fund’s expense ratios. The current members of each Fund’s Contract Committee are John W. Ballantine (Chair), Dawn-Marie Driscoll (Vice Chair), Paul K. Freeman, Richard J. Herring, William N. Searcy, Jr. and Jean Gleason Stromberg. During the calendar year 2016, the Contract Committee of each Fund’s Board held six (6) meetings.

Investment Oversight Committee.  The Investment Oversight Committee, which consists entirely of Independent Board Members, reviews the investment operations of the Funds. The current members of each Fund’s Investment Oversight Committee are William McClayton (Chair), Richard J. Herring (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Dawn-Marie Driscoll, Paul K. Freeman, Kenneth C. Froewiss, Rebecca W. Rimel, William N. Searcy, Jr. and Jean Gleason Stromberg. During the calendar year 2016, the

15


Investment Oversight Committee of each Fund’s Board held five (5) meetings.(1) one special meeting.

Operations Committee.The Operations Committee, which consists entirely of Independent Board Members, reviews the administrative operations and general compliance matters of a Fund. The Operations Committee reviews administrative matters related to the operations of a Fund, 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. The current members of each Fund’s Operations Committee are William N. Searcy, Jr. (Chair), Kenneth C. FroewissDawn-Marie Driscoll (Vice Chair), Dawn-Marie Driscoll,Chad D. Perry and Rebecca W. Rimel and Jean Gleason Stromberg.Rimel. During the calendar year 2016,2021, the Operations Committee of each Fund’s Board held five (5) meetings.

Ad Hoc Committees.In addition to the standing committees described above, from time to time the Board of each Fund may also form ad hoc committees to consider specific issues.

Required Vote

Each Fund will vote separately on the election of Board Member Nominees. For KMM and KST only, a majority of the shares outstanding and entitled to vote on the matter shall elect a Board Member Nominee. For KTF and KSM only,each Fund, a plurality of shares entitled to vote on the matter shall elect a Board Member Nominee.

Recommendation of the Board

The Board of your Fund believes that the election of each Board Member Nominee is in the best interests of your Fund.Accordingly, the Board unanimously recommends thatshareholders of each Fund vote FOR the election of each Board Member Nominee as set forth in theProposal above.

 

16


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Each Fund’s Board, including the Independent Board Members, has selected Ernst & Young LLP (“EY”) to act as independent registered public accounting firm to audit the books and records of itsthe Fund for the current fiscal year. EY has served each Fund in this capacity since eachthe Fund was organized and has no direct or indirect financial interest in anyeither Fund except as the independent registered public accounting firm. Representatives of EY will not be present at the Meeting.

The following table shows the amount of fees that EY billed to (i) each Fund during the Fund’s last two fiscal years; and (ii) DIMA and any entity controlling, controlled by, or under common control with DIMA (collectively, the “DIMA Entities”) that provides ongoing services to each Fund, for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two fiscal years. Each Fund’s Audit Committee approved in advance all audit services andnon-audit services that EY provided to the Fund.

Services that each Fund’s Independent Registered Public Accountant Billed to the Fund and DIMA Entities

 

  Audit
Fees
Billed to
  Audit Related
Fees

Billed to(2)
   Tax Fees Billed to  All Other Fees
Billed to(5)
 

Fiscal Year Ended
November 30,

 Fund(1)  Fund  DIMA
Entities
   Fund(3)   DIMA
Entities(4)
  Fund   DIMA
Entities
 

KMM

          

2016

 $72,137  $0  $0   $7,588   $449,529  $0   $0 

2015

 $72,137  $0  $0   $7,588   $563,986  $0   $2,350,151 

KTF

          

2016

 $74,036  $0  $0   $6,879   $449,529  $0   $0 

2015

 $74,036  $0  $0   $6,879   $563,986  $0   $2,350,151 

KST

          

2016

 $71,642  $0  $0   $7,353   $449,529  $0   $0 

2015

 $71,642  $0  $0   $7,353   $563,986  $0   $2,350,151 

KSM

          

2016

 $69,860  $0  $0   $6,384   $449,529  $0   $0 

2015

 $69,860  $0  $0   $6,384   $563,986  $0   $2,350,151 
   Audit
Fees
Billed to
   Audit Related
Fees

Billed to(2)
   Tax Fees Billed to   All Other Fees
Billed to(5)
 

Fiscal Year Ended
November 30,

  Fund(1)   Fund   DIMA
Entities
   Fund(3)   DIMA
Entities(4)
   Fund   DIMA
Entities
 

KTF

              

2021

  $55,933   $0   $0   $7,880   $461,717   $0   $0 

2020

  $55,933   $0   $0   $7,880   $650,763   $0   $0 

KSM

              

2021

  $55,933   $0   $0   $7,880   $461,717   $0   $0 

2020

  $55,933   $0   $0   $7,880   $650,763   $0   $0 

 

(1)

“Audit Fees” are the aggregate fees billed for professional services for the audit of the Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements.

 

(2)

“Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably related to the performance of the audit or review of financial statements and are not reported under “Audit Fees.”

 

(3)

“Tax Fees” for the Fund were billed for professional services rendered for tax return preparation.

 

(4)

“Tax Fees” for the DIMA Entities were billed in connection with tax compliance services and agreed upon procedures.

 

17


(5)

“All Other Fees” are the aggregate fees billed for services other than “Audit Fees,” “Audit Related Fees” and “Tax Fees.” “All Other Fees” for the DIMA Entities were billed for services in connection with agreed upon procedures.

17


Non-Audit Services.The following table shows the amount of fees that EY billed during each Fund’s last two fiscal years fornon-audit services. Each Fund’s Audit Committeepre-approved allnon-audit services that EY provided to the DIMA Entities that related directly to the Fund’s operations and financial reporting. Each Fund’s Audit Committee requested and received information from EY about anynon-audit services that EY rendered during the Fund’s last fiscal year to the DIMA Entities. Each Fund’s Audit Committee considered this information in evaluating EY’s independence.

 

Fiscal Year Ended

November 30,

 Total Non-
Audit Fees
Billed to Fund
(A)
  Total Non-Audit
Fees Billed to
DIMA Entities
(engagements
related directly
to the operations
and financial
reporting of
the Fund)
(B)
  Total Non-Audit
Fees Billed to
DIMA Entities
(all other
engagements)
(C)
  Total of (A), (B)
and (C)
 

KMM

    

2016

 $7,588  $449,529  $595,469  $1,052,586 

2015

 $7,588  $2,914,137  $880,336  $3,802,061 

KTF

    

2016

 $6,879  $449,529  $595,469  $1,051,877 

2015

 $6,879  $2,914,137  $880,336  $3,801,352 

KST

    

2016

 $7,353  $449,529  $595,469  $1,052,351 

2015

 $7,353  $2,914,137  $880,336  $3,801,826 

KSM

    

2016

 $6,384  $449,529  $595,469  $1,051,382 

2015

 $6,384  $2,914,137  $880,336  $3,800,857 

Fiscal Year Ended

November 30,

 Total Non-
Audit Fees
Billed to Fund
(A)
  Total Non-Audit
Fees Billed to
DIMA Entities
(engagements
related directly
to the operations
and financial
reporting of
the Fund)
(B)
  Total Non-Audit
Fees Billed to
DIMA Entities
(all other
engagements)
(C)
  Total of (A), (B)
and (C)
 

KTF

    

2021

 $7,880  $461,717  $0  $469,597 

2020

 $7,880  $650,763  $0  $658,643 

KSM

    

2021

 $7,880  $461,717  $0  $469,597 

2020

 $7,880  $650,763  $0  $658,643 

All other engagement fees were billed for services in connection with agreed upon procedures and tax compliance for the DIMA Entities.

Audit CommitteePre-Approval Policies and Procedures.Generally, each Fund’s Audit Committee mustpre-approve (i) all services to be performed for the Fund by the Fund’s independent registered public accounting firm and (ii) allnon-audit services to be performed by the Fund’s independent registered public accounting firm for the DIMA Entities with respect to operations and financial reporting of the Fund, except that the Chairperson or Vice Chairperson of the Fund’s Audit Committee may grant thepre-approval fornon-audit services described in items (i) and (ii) above fornon-prohibited services for engagements of less than $100,000. All such delegatedpre-approvals shall be presented to each Fund’s Audit Committee no later than the next Audit Committee meeting.

18


There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception underRule 2-01(c)(7)(i)(C) or Rule2-01(c)(7)(ii) ofRegulation S-X.

According to each Fund’s principal independent registered public accounting firm, substantially all of the principal independent registered public accounting firm’s hours spent on auditing the Fund’s financial

18


statements were attributed to work performed by full-time permanent employees of the principal independent registered public accounting firm.

In connection with the audit of the 2015 financial statements, each Fund entered into an engagement letter with EY. The terms of the engagement letter required by EY,2020 and agreed to by each Fund’s Audit Committee, included provisions in which the parties consented to the sole jurisdiction of federal courts in New York, Boston or the Northern District of Illinois, as well as a waiver of right to a trial by jury.

In connection with the audit of the 20162021 financial statements, each Fund entered into an engagement letter with EY. The terms of the engagement letter required by EY, and agreed to by each Fund’s Audit Committee, include a provision mandating the use of mediation and arbitration to resolve any controversy or claim between the parties arising out of or relating to the engagement letter or the services provided thereunder.

1.) ForPursuant to PCAOB Rule 3526, EY is required to describe in writing to each Fund, in various communications beginning on April 20, 2016, EY advised the Fund’s Audit Committee, on at least an annual basis, all relationships between EY, or any of its affiliates, and the DWS funds, including each Fund, or persons in financial reporting oversight roles at the DWS funds that, EY had identified the following matters that it determined to be inconsistent with the SEC’s auditor independence rules.

EY advised the Fund’s Audit Committee of financial relationships held by covered persons within EY that were in violationas of the Rule2-01(c)(1)date of RegulationS-X.the communication, may reasonably be thought to bear on EY’s independence. Pursuant to PCAOB Rule 3526, EY has reported the matters set forth below that may reasonably be thought to bear on EY’s independence. With respect to each reported matter in the aggregate, EY advised the Audit Committee that, after careful consideration of the facts and circumstances and the applicable independence rules, EYit concluded that the independence breaches did not and do not impair EY’s ability to exercise objective and impartial judgment in connection with the audits of the financial statements of the Fund and that a reasonable investor would reach the same conclusion. In assessing this matter, EY indicated that upon detection the breaches were corrected promptly and that none of the breaches (i) related to financial relationships directly in the Fund, (ii) involved professionals who were part of the audit engagement team for the Fund or in a position to influence the audit engagement team, or (iii) were for services directly for the Fund.

19


EY advised the Fund’s Audit Committee that, in 2016, a pension plan for the Ernst & Young Global Limited (“EYG”) member firm in Germany (“EY Germany”), through one of its investment advisors, purchased an investment in an entity that may be deemed to be under common control with the Fund. EY informed the Audit Committee that this investment was inconsistent with Rule2-01(c)(1)(i) of RegulationS-X. EY advised the Audit Committee that in assessing the impact of the independence breach, in fact and appearance, EY considered all relevant facts and circumstances to assess whether a reasonable investor would conclude that EY was and is capable of exercising objective and impartial judgment on all issues encompassed within the audit engagement. EY advised the Audit Committee that after consideration of the facts and circumstances and the applicable independence rules, EY concluded that the independence breach did not and does not impair EY’s ability to exercise objective and impartial judgment in connection with the audit of the financial statements of the Fund and that a reasonable investor would reach the same conclusion. In reaching this conclusion, EY noted a number of factors, including that the purchase was by EY Germany’s investment advisor without EY Germany’s permission, authorization or knowledge and EY Germany instructed its investment advisor to sell the shares of the entity that may be deemed to be under common control with the Fund immediately upon detection of the purchase and the breach did not involve any professionals who were part of the audit engagement team for the Fund or in a position to influence the audit engagement team. In addition, EY noted that the independence breach did not (i) create a mutual or conflicting interest with the Fund, (ii) place EY in the position of auditing its own work, (iii) result in EY acting as management or an employee of the Fund, or (iv) place EY in a position of being an advocate of the Fund.

EY advised the Fund’s Audit Committee that, in 2014, the EYG member firm in Spain (“EY Spain”) completed an acquisition of a small consulting firm that had a deposit account with an overdraft line of credit at the time of the acquisition with Deutsche Bank SA Espanola, which EY Spain acquired. EY informed the Audit Committee that having this line of credit with an entity that may be deemed to be under common control with the Fund was inconsistent with Rule2-01(c)(1)(ii) of RegulationS-X. EY advised the Audit Committee that in assessing the impact of the independence breach, in fact and appearance, EY considered all relevant

20


facts and circumstances to assess whether a reasonable investor would conclude that EY was and is capable of exercising objective and impartial judgment on all issues encompassed within the audit engagements. EY advised the Audit Committee that after consideration of the facts and circumstances and the applicable independence rules, EY concluded that the independence breach did not and does not impair EY’s ability to exercise objective and impartial judgment in connection with the audits of the financial statements of the Fund and that a reasonable investor would reach the same conclusion. In reaching this conclusion, EY noted a number of factors, including that that the credit line was terminated and the breach did not involve any professionals who were part of the audit engagement team for the Fund or in a position to influence the audit engagement team. In addition, EY noted that the independence breach did not (i) create a mutual or conflicting interest with the Fund, (ii) place EY in the position of auditing its own work, (iii) result in EY acting as management or an employee of the Fund, or (iv) place EY in a position of being an advocate of the Fund.

EY advised the Audit Committee that the above described matters individually and in the aggregate, do not and will not impair EY’s ability to exercise objective and impartial judgment in connection with the audits of the financial statements for the Fund and a reasonable investor with knowledge of all relevant facts and circumstances would conclude that EY has been and is capable of objective and impartial judgment on all issues encompassed within EY’s audit engagements, and that EY can continue to act as the Independent Registered Public Accounting Firm.

Management and the Audit Committee considered these matters and, based solely upon EY’s description of the facts and the representations made by EY, believe that (1) these matters did not impact EY’s application of objective and impartial judgment with respect to all issues encompassed within EY’s audit engagements; and (2) a reasonable investor with knowledge of all relevant facts and circumstances would reach the same conclusion.

2.) For each Fund, in various communications beginning on June 27, 2016, EY also informed the Audit Committee that EY had identified independence breaches where EY and covered persons maintain lending relationships with owners of greater than 10% of the shares of certain investment companies within the “investment company complex” as defined under Rule2-01(f)(14) of RegulationS-X. EY informed the Audit Committee that these lending relationships are inconsistent with

21


Rule2-01(c)(l)(ii)(A) of RegulationS-X (referred to as the “Loan Rule”).

The Loan Rule specifically provides that an accounting firm would not be independent if it receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit client’s equity securities. For purposes of the Loan Rule, audit clients include the Fund as well as all registered investment companies advised by DIMA and its affiliates, including other subsidiaries of the Advisor’s parent company, Deutsche Bank AG (collectively, the “Deutsche Funds Complex”). EY’s lending relationships affect EY’s independence under the Loan Rule with respect to all investment companies in the Deutsche Funds Complex.

EY informed the Audit Committee that, after evaluating the facts and circumstances and the applicable independence rules, EY has concluded that the lending relationships described above do not and will not impair EY’s ability to exercise objective and impartial judgment in connection with the audits of the financial statements for each Fund and a reasonable investor with knowledge of all relevant facts and circumstances would conclude that EY has been and is capable of exercising objective and impartial judgment on all issues encompassed within EY’s audit engagements. EY informed the Audit Committee that its conclusion was based on a number of factors, including, among others, EY’s belief that the lenders are not able to impact the impartiality of EY or assert any influence over the investment companies in the Deutsche Funds Complex whose shares the lenders own or the applicable investment company’s investment adviser. In addition, the individuals at EY who arranged EY’s lending relationships have no oversight of, or ability to influence, the individuals at EY who conducted the audits of the Fund’s financial statements.

On June 20, 2016, the SEC Staff issued a“no-action” letter to another mutual fund complex (see Fidelity Management & Research Company et al.,No-Action Letter) related to similar Loan Rule issues as those described above. In that letter, the SEC Staff confirmed that it would not recommend enforcement action against an investment company that relied on the audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. The circumstances described in theno-action letter appear to be substantially similar to the circumstances that affected EY’s independence under the Loan Rule with respect to the Fund. EYalso confirmed to the Audit Committee that it meetscan continue act as the conditions of theno-action letter. In theno-action letter, the SEC Staff stated that the relief under the letter is temporary and will expire 18 months after the issuance of the letter.Independent Registered Public Accounting Firm for each Fund.

 

22


3.) For each Fund, in various communications beginning on January 25, 2017, EY advised theeach Fund’s Audit Committee that EY had identified the following matters that it determined to be inconsistent with the SEC’s auditor independence rules.

EY advised the Fund’s Audit Committee of financial relationships held byvarious covered persons within EY and itsEY’s affiliates held investments in, or had other financial relationships with, entities within the DWS funds “investment company complex” (as defined in Regulation S-X). EY informed the Audit Committee that these investments and financial relationships were in violation of theinconsistent with Rule2-01(c)(1) of RegulationS-X. EY advised the Audit Committeereported that after consideration of the facts and circumstances and the applicable independence rules, EY concluded that the independenceall breaches do not and will not impair EY’s ability to exercise objective and impartial judgment in connection with the audits of the financial statements of the Fund and that a reasonable investor would reach the same conclusion. In assessing this matter, EY indicated that upon detection the breaches were corrected promptlyhave been resolved and that none of the breaches (i) related to financial relationships directly in the Fund, (ii) involved any professionals who were part of the audit engagement team for the Fund or in a position to influence the audit engagement team or (iii) were for services directly for the Fund.

EY advised the Fund’s Audit Committee that, in 2015, EY Spain provided a loaned staff service to Deutsche Bank AG, where a manager from EY Spain analyzed investment opportunities in Spain under the supervision of Deutsche Bank AG personnel. EY informed the Audit Committee that this loaned staff service where the EY professional temporarily acted as an employee of Deutsche Bank AG was inconsistent with Rule2-01(c)(4)(vi) of RegulationS-X. EY advised the Audit Committee that in assessing the impact of the independence breach, in fact and appearance, EY considered all relevant facts and circumstances to assess whether a reasonable investor would conclude that EY was and is capable of exercising objective and impartial judgment on all issues encompassed within the audit engagements. EY advised the Audit Committee that after consideration of the facts and circumstances and the applicable independence rules, EY concluded that the independence breach did not and will not impair EY’s ability to exercise objective and impartial judgment in connection with the audits of the financial statements of the Fund and that a reasonable investor would reach the same conclusion. In reaching this conclusion, EY noted a number of factors, including that the breach did not involve any professionals who were part of the audit engagement team for the Fund or in a position to influence the

 

2319


audit engagement team and did not involve services provided directly for the Fund. In addition, EY noted that the independence breach did not (i) create a mutual or conflicting interest with the Fund, (ii) place EY in the position of auditing its own work, (iii) result in EY acting as management or an employee of the Fund, or (iv) place EY in a position of being an advocate of the Fund.

EY advised the Audit Committee that the above described matters, individually and in the aggregate, do not and will not impair EY’s ability to exercise objective and impartial judgment in connection with the audits of the financial statements for the Fund and a reasonable investor with knowledge of all relevant facts and circumstances would conclude that EY has been and is capable of objective and impartial judgment on all issues encompassed within EY’s audit engagements, and that EY can continue to act as the Independent Registered Public Accounting Firm.

4.) For each Fund, in various communications beginning on January 25, 2017, EY informed the Audit Committee that EY had identified an independence breach where a covered person maintains a lending relationship with an owner of greater than 10% of the shares of certain investment companies within the “investment company complex” as defined under Rule2-01(f)(14) of RegulationS-X. EY informed the Audit Committee that this lending relationship is inconsistent with the Loan Rule.

The Loan Rule specifically provides that an accounting firm would not be independent if it receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit client’s equity securities. For purposes of the Loan Rule, audit clients include the Fund as well as all registered investment companies advised by DIMA and its affiliates, including other subsidiaries of the Advisor’s parent company, Deutsche Bank AG (collectively, the “Deutsche Funds Complex”). The covered person’s lending relationship affects EY’s independence under the Loan Rule with respect to all investment companies in the Deutsche Funds Complex.

EY informed the Audit Committee that, after evaluating the facts and circumstances and the applicable independence rules, EY has concluded that the lending relationship described above does not and will not impair EY’s ability to exercise objective and impartial judgment in connection with the audits of the financial statements for the Fund and a reasonable investor with knowledge of all relevant facts and circumstances would conclude that EY has been and is capable of objective and impartial judgment on all issues encompassed within EY’s audit engagements. EY informed the Audit Committee that its conclusion was based on a number of factors, including, among others,

24


EY’s belief that the lender is not able to impact the impartiality of EY or assert any influence over the investment companies in the Deutsche Funds Complex whose shares the lenders own or the applicable investment company’s investment adviser.

As noted above, on June 20, 2016, the SEC Staff issued a“no-action” letter to another mutual fund complex (see Fidelity Management & Research Company et al.,No-Action Letter) related to similar Loan Rule issues as those described above. In that letter, the SEC Staff confirmed that it would not recommend enforcement action against an investment company that relied on the audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. The circumstances described in theno-action letter appear to be substantially similar to the circumstances that affected EY’s independence under the Loan Rule with respect to the Fund. EY confirmed to the Audit Committee that it meets the conditions of theno-action letter. In theno-action letter, the SEC Staff stated that the relief under the letter is temporary and will expire 18 months after the issuance of the letter.

5.) For each Fund, on July 11, 2017, EY advised the Fund’s Audit Committee that EY had identified the following matters that it determined to be inconsistent with the SEC’s auditor independence rules.

EY advised the Fund’s Audit Committee of financial relationships held by covered persons within EY and its affiliates that were in violation of Rule2-01(c)(1) of RegulationS-X. EY advised the Audit Committee that after consideration of the facts and circumstances and the applicable independence rules, EY concluded that the independence breaches do not and will not impair EY’s ability to exercise objective and impartial judgment in connection with the audits of the financial statements of the Fund and that a reasonable investor would reach the same conclusion. In assessing this matter, EY indicated that upon detection the breaches were corrected promptly and that none of the breaches (i) related to financial relationships directly in the Fund, (ii) involved professionals who were part of the audit engagement team for the Fund or in a position to influence the audit engagement team, or (iii) were for services directly for the Fund.

EY advised the Audit Committee that the above described matters, individually and in the aggregate, do not and will not impair EY’s ability to exercise objective and impartial judgment in connection with the audits of the financial statements for the Fund and a reasonable investor with knowledge of all relevant facts and circumstances would

25


conclude that EY has been and is capable of objective and impartial judgment on all issues encompassed within EY’s audit engagements, and that EY can continue to act as the Independent Registered Public Accounting Firm.

6.) For each Fund, on July 11, 2017, EY informed the Audit Committee that EY had identified an independence breach where EY maintains a lending relationship with an entity that owned for a period of time greater than 10% of the shares of an investment company within the “investment company complex” as defined under Rule2-01(f)(14) of RegulationS-X. EY informed the Audit Committee that this lending relationship was inconsistent with the Loan Rule.

The Loan Rule specifically provides that an accounting firm would not be independent if it receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit client’s equity securities. For purposes of the Loan Rule, audit clients include the Fund as well as all registered investment companies advised by DIMA and its affiliates, including other subsidiaries of the Advisor’s parent company, Deutsche Bank AG (collectively, the “Deutsche Funds Complex”). EY’s lending relationship affects EY’s independence under the Loan Rule with respect to all investment companies in the Deutsche Funds Complex.

EY informed the Audit Committee that, after evaluating the facts and circumstances and the applicable independence rules, EY has concluded that the lending relationship described above did not and will not impair EY’s ability to exercise objective and impartial judgment in connection with the audits of the financial statements for the Fund and a reasonable investor with knowledge of all relevant facts and circumstances would conclude that EY has been and is capable of objective and impartial judgment on all issues encompassed within EY’s audit engagements. EY informed the Audit Committee that its conclusion was based on a number of factors, including, among others, EY’s belief that the lender is not able to impact the impartiality of EY and was not able to assert any influence over the investment company in the Deutsche Funds Complex whose shares the lender owned or the applicable investment company’s investment adviser.

On June 20, 2016, the SEC Staff issued a“no-action” letter to another mutual fund complex (see Fidelity Management & Research Company et al.,No-Action Letter) related to similar Loan Rule issues as those described above. In that letter, the SEC Staff confirmed that it would not recommend enforcement action against an investment company that relied on the audit services performed by an audit firm that was not in compliance with the Loan Rule in certain specified circumstances. The circumstances described in theno-action letter appear to be substantially similar to the circumstances that affected EY’s

26


independence under the Loan Rule with respect to the Fund. EY confirmed to the Audit Committee that it meets the conditions of theno-action letter. In theno-action letter, the SEC Staff stated that the relief under the letter is temporary and will expire 18 months after the issuance of the letter.

ADDITIONAL INFORMATION

Quorum and Required Vote. Proxies are being solicited from each Fund’s shareholders by the respective Fund’s Board for the Meeting. Unless revoked, all valid proxies will be voted in accordance with the specification thereon or, in the absence of specification, FOR the election of all Board Member Nominees and as the persons named in the proxy determine on such other business as may come before the Meeting. However, should any Board Member Nominee become unable or unwilling to serve prior to the Meeting, the persons named as proxies may vote your shares for substitute nominees, if any recommended by the Board. Except for Board Members elected solely by the Preferred Shareholders of KTF and KSM,each Fund, if an annual meeting is called for the purpose of considering the election of Board Members, and a then currentthen-current Board Member up for election is not elected and such Board Member’s successor is not elected and qualified, then the current Board Member shall remain a member of the relevant class, holding office until the annual meeting held in the third succeeding year after such annual meeting is initially called and until the election and qualification of such Board Member’s successor, if any, or until such current Board Member sooner dies, resigns, retires or is removed. For Board Members elected solely by the Preferred Shareholders of KTF and KSM,each Fund, if a Board Member does not receive the required vote, such Board Member will continue to serve until the next annual meeting of the Fund and until his or her successor has been elected and qualifies.

For each Fund, the presence at the Meeting of 30% of the shares of such Fund outstanding and entitled to vote at the Meeting constitutes a quorum for the Meeting. Thus, the meeting for a particular Fund could not take place on its scheduled date if less than 30% of the shares of that Fund were represented. The tellers will count shares represented by proxies that reflect abstentions and “brokernon-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote, and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum.

For KMM and KST, to the extent permitted by the Amended and Restated Agreement and Declaration of Trust, any meeting of shareholders may, by action of the chairman of the meeting, be

27


adjourned without further notice with respect to one or more matters to be considered at such meeting to a designated time and place, whether or not a quorum is present with respect to such matter; upon motion of the chairman of the meeting, the question of adjournment may be submitted to a vote of the shareholders, and in that case, any adjournment with respect to one or more matters must be approved by the vote of holders of a majority of the shares present and entitled to vote with respect to the matter or matters adjourned, and without further notice to the extent permitted by the Amended and Restated Agreement and Declaration of Trust. Unless a proxy is otherwise limited in this regard, any shares present and entitled to vote at the Meeting that are represented by brokernon-votes may, at the discretion of the proxies named therein, be voted in favor of such adjournment. For KTF and KSM,each Fund, any meeting of shareholders may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Adjournment will subject a Fund to additional expenses.

For each Fund, each whole share is entitled to one vote and each fractional share is entitled to a proportionate fractional vote. For KMM and KST only, a majority of shares of theeach Fund, outstanding and entitled to vote on the matter shall elect a Board Member Nominee. For KTF and KSM only, a plurality of shares entitled to vote shall elect a Board Member Nominee. As noted previously, the Preferred Shareholders of KTF and KSM,each

20


Fund, voting as a separate class for each respective Fund, are entitled to elect two (2) Board Members and the holders of the Common Shares and Preferred Shares of KTF and KSM,each Fund, voting together as a single class for each respective Fund, are entitled to elect three (3)two (2) Board Members. For KMM and KST,each Fund, abstentions and brokernon-votes will have the effect of a vote against the Proposal. For KTF and KSM, abstentions and brokernon-votes, if any, will have no effect on the Proposal.

28


Record Date and Method of Tabulation. Shareholders of record of each Fund at the close of business on, July 20, 2017August 5, 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting. As of the Record Date, shares of each Fund were issued and outstanding as follows:

 

Fund Name

  Shares Outstanding 

KMM

22,393,261.76

KTF

  

Common

  39,139,537.3339,500,937.98 

Preferred

  39,750.00

KST

4,694,846.373,975.00 

KSM

  

Common

  11,201,629.7711,203,941.36 

Preferred

  2,800.00700.00 

Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Funds as tellers for the Meeting. Shareholders will vote by individual Fund on the Proposal.

Deutsche Bank Voting.  Deutsche Bank Trust Company Americas (“Deutsche Bank Trust”) will vote any shares in accounts as to which Deutsche Bank Trust has voting authority, and shares in any other accounts as to which Deutsche Bank Trust is the agent of record, which are not otherwise represented in person or by proxy at the Meeting. Deutsche Bank Trust will vote shares of the Funds over which it has investment discretion in accordance with its fiduciary and other legal obligations, and in its discretion may consult with the beneficial owners or other fiduciaries. Deutsche Bank Trust will vote shares of the Funds for which it is the owner of record but does not have investment discretion, which are not otherwise represented in person or by proxy at the Meeting, in the same proportion as the votes cast by holders of all shares in the Funds otherwise represented at the Meeting. This practice is commonly referred to as “mirror” or “echo” voting. Deutsche Bank Trust and its affiliates will vote any shares held in proprietary accounts in accordance with their voting procedures.

29


Share Ownership. As of the Record Date, each Fund knows of no person who beneficially owns more than 5% of any of the outstanding shares of a class of the Fund, except as follows:

 

Fund Name and Class

 

Shareholder Name and

Address

 Amount
of Shares

Owned
  Percentage of
Class Owned
 

Deutsche Multi Market Income Trust,
Common Shares

 

    

Saba Capital Management, L.P.(1)

405 Lexington Avenue, 58th

New York, NY 10174

 

 

    

1,960,714

 

 

 

 

    

8.76

 

Deutsche Municipal Income Trust, Common Shares

 

    

First Trust Portfolios L.P.(2)

120 East Liberty Drive, Suite 400
Wheaton, IL 60187

  

    

2,159,997

 

 

  

    

5.52

 

Deutsche Municipal Income Trust, Floating Rate Municipal Term Preferred Shares, Series 2018

 

    

    

Citibank, N.A.(3)

399 Park Ave.

New York, NY 10022

 

 

    

    

39,750

 

 

 

 

 

    

    

100

 

 

Deutsche Strategic Income Trust: Common Shares

 

    

Saba Capital Management, L.P.(4)

405 Lexington Avenue, 58th

New York, New York 10174

  

    

416,155

 

 

  

    

8.86

 

Deutsche Strategic Municipal Income Trust, Common Shares

 

    

First Trust Portfolios L.P.(5)

120 East Liberty Drive, Suite 400
Wheaton, IL 60187

 

 

    

799,669

 

 

 

 

    

7.14

 

Deutsche Strategic Municipal Income Trust, Floating Rate Municipal Term Preferred Shares, Series 2018

 

    

    

Citibank, N.A.(6)

399 Park Ave.

New York, NY 10022

 

 

    

    

2,800

 

 

 

 

 

    

    

100

 

 

Fund Name and Class

 

Shareholder Name and

Address

 Amount
of Shares

Owned
  Percentage
of Class
Owned
 

DWS Municipal Income Trust,
Common Shares

 

 

1607 Capital Partners, LLC(1)

13 S. 13th Street, Suite 400

Richmond, VA 23219

 

 

 

 

2,639,972

 

 

 

 

 

 

6.68

 

DWS Municipal Income Trust,
Common Shares

 

 

First Trust Portfolios L.P.(2)

120 East Liberty Drive, Suite 400
Wheaton, IL 60187

 

 

 

 

2,234,482

 

 

 

 

 

 

5.66

 

DWS Municipal Income Trust,
Variable Rate MuniFund Term Preferred Shares, Series 2020-1

 

 

 

JPMorgan Chase Bank, National Association(3)

1111 Polaris Parkway

Columbus, OH 43240

 

 

 

 

 

 

3,975

 

 

 

 

 

 

 

 

 

100

 

 

DWS Strategic Municipal Income Trust,
Common Shares

 

 

 

First Trust Portfolios L.P.(4)

120 East Liberty Drive, Suite 400
Wheaton, IL 60187

 

 

 

 

 

 

1,991,162

 

 

 

 

 

 

 

 

 

17.77

 

 

21


Fund Name and Class

 

Shareholder Name and

Address

 Amount
of Shares

Owned
  Percentage
of Class
Owned
 

DWS Strategic Municipal Income Trust,
Variable Rate MuniFund Term Preferred Shares, Series 2020-1

 

 

 

 

 

JPMorgan Chase Bank, National Association(5)

1111 Polaris Parkway

Columbus, OH 43240

 

 

 

 

 

 

 

 

 

 

700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100

 

 

 

 

 

(1) 

This information, including the number of shares owned (but not the percent) is based exclusively on information provided by such entity on Schedule 13G/A filed with the SEC with respect to KMM on February 13, 2017.

(2)This information, including the number of shares owned (but not the percent), is based exclusively on information provided by such entity on Schedule 13G/A filed with the SEC with respect to KTF on January 25, 2017.February 14, 2022.

 

(3)(2)

This information, including the number of shares owned (but not the percent), is based exclusively on information provided by such entity on Schedule 13G filed with the SEC with respect to KTF on July 7, 2015.January 12, 2022.

 

(4)(3)

This information, including the number of shares owned (but not the percent), is based exclusively on information provided by such entity on Schedule 13G/A13G filed with the SEC with respect to KSTKTF on February 13, 2017.December 1, 2020.

 

(5)(4) 

This information, including the number of shares owned (but not the percent), is based exclusively on information provided by such entity on Schedule 13G/A filed with the SEC with respect to KSM on January 23, 2017.12, 2022.

 

(6)(5) 

This information, including the number of shares owned (but not the percent), is based exclusively on information provided by such entity on Schedule 13G filed with the SEC with respect to KSM on July 7, 2015.December 1, 2020.

30


Collectively, for each Fund, the Board Members and executive officers of the Fund own less than 1% of such Fund’s outstanding shares.shares as of August 1, 2022. As of December 31, 2016,August 1, 2022, the Independent Board Members and executive officers did not own any Preferred Shares of KTF or KSM. The number of shares beneficially owned is determined under rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Proxy Costs and Solicitation of Proxies. Each Fund will pay its costs of preparing, printing and mailing the enclosed Proxy Card and Proxy Statement and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter or telephone. In addition to solicitations by mail, solicitations also may be made by telephone, through the Internet or in person by officers and representatives of each Fund, by officers and employees of DIMA and by certain financial services firms and their representatives, who will receive no extra compensation for their services. Georgeson LLC has been engaged to assist in the solicitation of proxies for each Fund at an estimated cost of $7,348 for KMM, $6,703 KST, $8,236$9,974 for KTF and $7,021$9,049 for KSM, plus reimbursement forout-of-pocket expenses. However, the exact cost will depend on the amount and types of services rendered. If the shareholders record votes by telephone or through the Internet, the proxy solicitor

22


will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions and to allow shareholders to confirm that their instructions have been recorded properly.

If a shareholder wishes to participate in the Meeting, but does not wish to give a proxy by telephone or via the Internet, the shareholder may still submit the Proxy Card(s) originally sent with this Proxy Statement or attend the Meeting in person. Should shareholders require additional information regarding the proxy or replacement Proxy Card(s) or for directions on how to attend the Meeting in person, they may call Georgeson LLC toll-free at866-821-2570.888-867-6963. Any proxy given by a shareholder is revocable until voted at the Meeting.

As the Meeting date approaches, certain shareholders of the Funds may receive a telephone call from a representative of Georgeson LLC if their votes have not yet been received.

Persons holding shares as nominees will, upon request, be reimbursed for their reasonable expenses in soliciting instructions from their principals. The Funds will pay the costs of solicitation, including (a) the printing and mailing of this Proxy Statement and the accompanying materials, (b) the reimbursement of brokerage firms and others for their expenses in forwarding solicitation materials to the beneficial owners of

31


each Fund’s shares, (c) payment to Georgeson LLC for its services in soliciting proxies and (d) supplementary solicitations to submit proxies.

One Proxy Statement may be delivered to two or more shareholders of a Fund who share an address, unless a Fund has received instructions to the contrary. To request a separate copy of the Proxy Statement, which will be delivered upon written or oral request, or for instructions as to how to request a single copy if multiple copies are received, shareholders should call800-349-4281 or write to your Fund at 345 Park875 Third Avenue, New York, New York 10154.10022.

Revocation of Proxies. Proxies, including proxies given by telephone or via the Internet, may be revoked at any time before they are voted either (i) by a written revocation received by the Secretary of your Fund at One Beacon100 Summer Street, Suite 800, Boston, MA 02108,02110, (ii) by properly submitting a later-dated Proxy Card that is received by the Fund at or prior to the Meeting or (iii) by attending the Meeting and voting in person. Merely attending the Meeting without voting, however, will not revoke a proxy previously given.

Section 16(a) Beneficial Ownership Reporting Compliance.Section 30(h) of the 1940 Act and Section 16(a) of the Securities Exchange Act of 1934 require each Fund’s officers and Board Members, DIMA, affiliated persons of DIMA and persons who own more than ten percent of a registered class of the Fund’s equity securities to file forms reporting their

23


affiliation with that Fund and reports of ownership and changes in ownership of that Fund’s shares with the SEC. These persons and entities are required by SEC regulation to furnish the Funds with copies of all Section 16(a) forms they file. Based solely upon its review of the copies of such forms received by it, and written representations from certain reporting persons that noyear-end reports were required for those persons, each Fund believes that during the fiscal year ended November 30, 2016,2021, all filings required by Section 16(a) were timely.timely, except that each of Helen Delman, Christian Rijs and Catherine Schrand filed a Form 3 late for each of the Funds. Each filing related to each individual’s initial designation as a reporting person and did not relate to any transactions in the Funds. Each individual has since made the necessary filing.

Investment Advisor and Administrator. DIMA, 345 Park875 Third Avenue, New York, New York 10154,10022, serves as each Fund’s investment advisor and administrator. DIMA is an indirect, wholly-owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group is a publicly-listed financial services firm that is an indirect, majority-owned subsidiary of Deutsche Bank AG.

Deutsche AM The DWS brand represents the asset management activities conducted by Deutsche Bank AG orDWS Group and any of its subsidiaries. Deutsche AM is a global asset management organization thatsubsidiaries such as DWS Distributors, Inc., which offers a wide range of investing expertiseinvestment products, or DIMA 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.RREEF America L.L.C., which offer advisory services.

32


SUBMISSION OF SHAREHOLDER PROPOSALS

Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders’ meeting to be held in 20182023 should send their written proposals to the Secretary of the applicable Fund at the following address: DeutscheDWS Investment Management Americas, Inc., One Beacon100 Summer Street, Suite 800, Boston, MA 02108.02110.

It is currently anticipated that the next annual meeting of each Fund will be held in September 2018.2023. A shareholder wishing to submit a proposal for inclusion in a Fund’s proxy statement for the 20182023 annual meeting of shareholders pursuant toRule 14a-8 under the Securities Exchange Act of 1934 should send such written proposal along with all information required by the advanced notice provisions of the Amended and RestatedBy-Laws as described in the next paragraph to the Secretary of the Fund within a reasonable time before the solicitation of proxies for such meeting. A Fund will treat any such proposal received no later than April 20, 201821, 2023 as timely. The timely submission of a proposal, however, does not guarantee its inclusion.

Each Fund has established advance notice requirements pursuant to its Amended and RestatedBy-Laws for the submission of shareholder proposals, including proposals pursuant to Rule14a-8 under the

24


Securities Exchange Act of 1934, to be considered by shareholders at an annual meeting, which do not apply to holders of Preferred Shares of KTF and KSMeach Fund to the extent set forth in the applicableBy-Laws. Pursuant to the advance notice provisions of each Fund’s Amended and RestatedBy-Laws for nominations of individuals for election to the Board or other business to be properly brought before an annual meeting by a shareholder pursuant to the advance notice provisions, the shareholder must have given timely notice thereof in writing to the Secretary of the Fund and such other business must otherwise be a proper matter for action by the shareholders. To be timely, a shareholder’s notice shall set forth all information required pursuant to the advance notice requirements and shall be delivered to the Secretary at the principal executive office of the Fund not earlier than March 21, 201822, 2023 nor later than 5:00 p.m., Eastern Time, on April 20, 2018.21, 2023. However, in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern time, on the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made. Each Fund’s advance notice requirements are set

33


forth as follows: KMM and KST in Exhibit D; and KTF and KSM in Exhibit E.D. The timely submission of a proposal, however, does not guarantee that it will be considered at the applicable annual meeting.

OTHER MATTERS TO COME BEFORE THE MEETING

No Board Member is aware of any matters that will be presented for action at the Meeting other than the matters set forth herein. Should any other matters requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares as to any such other matters in accordance with their best judgment in the interest of each Fund.

IF YOU HAVE ANY QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE PROCEDURES TO BE FOLLOWED TO EXECUTE AND TO DELIVER A PROXY CARD, PLEASE CONTACT GEORGESON LLC AT866-821-2570.888-867-6963.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND TO SIGN THE ENCLOSED PROXY CARD AND TO RETURN IT IN THE ENCLOSED ENVELOPE, OR TO

25


FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD FOR VOTING BY TELEPHONE OR THROUGH THE INTERNET.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 20, 2017:23, 2022:

The Notice of Meeting, Proxy Statement and Proxy Card(s) are available atwww.proxy-direct.com/deu-29102.dws-32899.

 

34

26


EXHIBIT A

BOARD MEMBER SHARE OWNERSHIP

As of JulyAugust 1, 2017,2022, the Board Members and the officers of each Fund as a whole owned less than 1% of the outstanding shares of the Funds.

The following tables show the dollar range of equity securities beneficially owned and the number of shares beneficially owned by each Board Member Nominee and continuing Board Member in each Fund as of JulyAugust 1, 2017.2022.

Under its Board Governance Policies, each Fund’s Board has established the expectation that within three years of becoming a Board Member, a Board Member will have invested in the aggregate at least $275,000$315,000 in the Deutsche Funds. Each Board Member owns over $275,000 of shares on an aggregate basis in all Deutsche funds overseen by the Board Member as of July 1, 2017.DWS funds.

Dollar Range of Equity Securities Beneficially Owned

 

Fund Name

 John W.
Ballantine
  Henry P.
Becton, Jr.
  Dawn-Marie
Driscoll
  Keith R.
Fox
  Paul K.
Freeman
  Kenneth C.
Froewiss
  Richard J.
Herring
  William
McClayton
  Rebecca W.
Rimel
  William N.
Searcy, Jr.
  Jean
Gleason

Stromberg
 

Deutsche Multi-Market Income Trust

  0   $1-$10,000   $1-$10,000   $1-$10,000   0   $1-$10,000   $1-$10,000   0   $1-$10,000   0   0 

Deutsche Municipal Income
Trust

  0   0   $1-$10,000   $10,001-$50,000   $10,001-$50,000   $1-$10,000   $1-$10,000   0   0   $10,001-$50,000   0 

Deutsche Strategic Income Trust

  0   $1-$10,000   $1-$10,000   0   0   $10,001-$50,000   $1-$10,000   0   0   0   
$10,001-
$50,000
 
 

Deutsche Strategic Municipal Income Trust

  0   0   $1-$10,000   $10,001-$50,000   $10,001-$50,000   $10,001-$50,000   $1-$10,000   0   $1-$10,000   0   0 

Aggregate Dollar Range of Equity Securities Owned in All Deutsche Funds Overseen by Nominee/ Board Member

  

Over

$275,000

 

 

  

Over

$275,000

 

 

  

Over

$275,000

 

 

  

Over

$275,000

 

 

  

Over

$275,000

 

 

  

Over

$275,000

 

 

  

Over

$275,000

 

 

  

Over

$275,000

 

 

  

Over

$275,000

 

 

  

Over

$275,000

 

 

  

Over

$275,000

 

 

A-1


Fund Name

 John W.
Ballantine
  Dawn-Marie
Driscoll
  Keith R.
Fox
  Richard J.
Herring
  William
McClayton
  Chad D.
Perry(1)
  Rebecca W.
Rimel
  Catherine
Schrand(1)
  William N.
Searcy, Jr.
 

DWS Municipal Income Trust

  $10,001-$50,000   $1-$10,000   $0   $1-$10,000   $0   $0   $0   $0   $0 

DWS Strategic Municipal Income Trust

  $10,001-$50,000   $1-$10,000   $0   $1-$10,000   

Over

$100,000

 

 

  $0   $1-$10,000   $0   $0 

Aggregate Dollar Range of Equity Securities Owned in All DWS Funds Overseen by Nominee/ Board Member

  

Over

$315,000

 

 

  

Over

$315,000

 

 

  

Over

$315,000

 

 

  

Over

$315,000

 

 

  

Over

$315,000

 

 

  $0   

Over

$315,000

 

 

  $0   

Over

$315,000

 

 

Number of Shares Beneficially Owned

 

Fund Name

 John W.
Ballantine
   Henry P.
Becton, Jr.
   Dawn-Marie
Driscoll
   Keith
R. Fox
   Paul K.
Freeman
   Kenneth C.
Froewiss
   Richard J.
Herring
   William
McClayton
   Rebecca W.
Rimel
   William N.
Searcy, Jr.
   Jean Gleason
Stromberg
 

Deutsche Multi-Market Income Trust

  0    500    500    1,000    0    1,100    1,000    0    540    0    0 

Deutsche Municipal Income Trust

  0    0    330    1,000    2,500    600    600    0    0    2,376    0 

Deutsche Strategic Income Trust

  0    400    375    0    0    1,100    800    0    0    0    1,058 

Deutsche Strategic Municipal Income Trust

  0    0    323    1,000    879    1,100    600    0    405    0    0 

Fund Name

 John W.
Ballantine
  Dawn-Marie
Driscoll
  Keith R.
Fox
  Richard J.
Herring
  William
McClayton
  Chad D.
Perry(1)
  Rebecca W.
Rimel
  Catherine
Schrand(1)
   William N.
Searcy, Jr.
 

DWS Municipal Income Trust

  2,460   330   0   600   0   0   0   0    0 

DWS Strategic Municipal Income Trust

  2,335   323   0   600   22,083   0   405   0    0 

(1)

Mr. Perry and Ms. Schrand were appointed to the Board effective November 18, 2021.

 

A-2A-1


EXHIBIT B

OFFICERS(1)

Unless otherwise indicated, the address of each officer below is One Beacon100 Summer Street, Suite 800, Boston, Massachusetts 02108.MA 02110.

 

Name, Year of Birth

Position(s) with the

Fund and Length of

Time Served(2)

 

Principal Occupation(s) During the Past 5 Years


and Other Directorships  Held

Brian E. BinderHepsen Uzcan (1972)(1974)(4)(3)
President and Chief Executive Officer,
20132017 — present

 

Managing Director(3) and Head of US Product and Fund Administration Deutsche Asset Management (2013-present)(Head since 2017), DWS; Secretary, DWS USA Corporation (2018-present); Director and President, Deutsche AM Service Company (since 2016)Assistant Secretary, DWS Distributors, Inc. (2018-present); Director and Vice President, Deutsche AM DistributorsDWS Service Company (2018-present); Assistant Secretary, DWS Investment Management Americas, Inc. (since 2016)(2018-present); Assistant Clerk, DWS Trust Company (2020–present); Director and President, DB Investment Managers, Inc. (2018 to present); and President and Chief Executive Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2017-present); formerly: Vice President for the DWS funds (2016-2017), Assistant Secretary for the DWS funds (2013-2019), and Assistant Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2013-2020). Directorships: Interested Director, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since 2016)June 25, 2020); formerly, HeadICI Mutual Insurance Company (since October 16, 2020); and Episcopalian Charities of Business Management and Consulting at Invesco, Ltd. (2010-2012)

New York (2018-present)

John Millette(1962)
Vice President and Secretary,
1999 — present

 Director(3)Legal (Associate General Counsel), Deutsche Asset Management,DWS; Chief Legal Officer, DeutscheDWS Investment Management Americas, Inc. (2015-present)(2017-present); and Director and Vice President, Deutsche AMDWS Trust Company (since 2016)(2016-present); formerly,Vice President, DBX Advisors LLC (2021-present); Secretary, DeutscheDBX ETF Trust (2020-present); and Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2011-present); formerly: Secretary, DWS Investment Management Americas, Inc. (2015-2017)

Paul H. Schubert(1963)(5)
Chief Financial Officer, 2004- present
Treasurer, 2005 — present

Managing Director(3), Deutsche Asset Management, and Chairman, Director and President, Deutsche AM Trust Company (since 2013); and Vice President; Deutsche AM Distributors Inc. (since 2016); formerly, Director, Deutsche AM Trust Company (2004-2013)

Caroline Pearson(1962)
Chief Legal Officer, 2010 — present

Managing Director(3), Deutsche Asset Management; formerly: Secretary, Deutsche AM Distributors, Inc.; Secretary Deutsche AM Service Company

Hepsen Uzcan (1974)(6)
Vice President, since 2016(7)
Assistant Secretary, 2013 — present

Director(3), Deutsche Asset Management

Scott D. Hogan(1970)
Chief Compliance Officer,
Since 2016(8)

Director(3), Deutsche Asset ManagementDBX ETF Trust (2019-2020)

 

B-1


Name, Year of Birth

Position(s) with the

Fund and Length of

Time Served(2)

 

Principal Occupation(s) During the Past 5 Years


and Other Directorships  Held

Wayne SalitDiane Kenneally(1967) (1966)
Treasurer and Chief Financial Officer,
2018 — present

Fund Administration Treasurer’s Office (Co-Head since 2018), DWS; Treasurer, Chief Financial Officer and Controller, DBX ETF Trust (2019-present); and Treasurer and Chief Financial Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018-present); formerly: Assistant Treasurer for the DWS funds (2007-2018)

Caroline Pearson (1962)
Chief Legal Officer,
2010 — present

Legal (Senior Team Lead), DWS; Assistant Secretary, DBX ETF Trust (2020-present); Chief Legal Officer, DBX Advisors LLC (2020-present); and Chief Legal Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2012-present); formerly: Secretary, DWS Distributors, Inc. (2002-2017); and Secretary, DWS Service Company (2010-2017); and Chief Legal Officer, DBX Strategic Advisors LLC (2020-2021)

Scott D. Hogan (1970)
Chief Compliance Officer,
2016 — present(5)

Anti-Financial Crime & Compliance US (Senior Team Lead), DWS; and Chief Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2016-present)

Christian Rijs (1980) (3)
Anti-Money Laundering
Compliance Officer,
2014 — present since October 6, 2021

 Director(3)Senior Team Lead Anti-Financial Crime and Compliance, DWS; AML Officer, DWS Trust Company (since November 2, 2021); AML Officer, DBX ETF Trust (since October 21, 2021); AML Officer, The European Equity Fund, Inc., Deutsche Asset ManagementThe New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since 2014)November 12, 2021); formerly, Managing Director, AML Compliance Officer, BNY Mellon (2011-2014); Director, AML Compliance Officer, Deutsche Bank (2004-2011)formerly: DWS UK & Ireland Head of Anti-Financial Crime and MLRO

Paul Antosca(1957)
Assistant Treasurer,
2007 — present

 Director(3)Fund Administration Tax (Head), Deutsche Asset ManagementDWS; Assistant Treasurer, DBX ETF Trust (2019-present)

B-2


Name, Year of Birth

Position(s) with the

Fund and Length of

Time Served(2)

Principal Occupation(s) During the Past 5 Years
and Other Directorships  Held

Sheila Cadogan(1966)
Assistant Treasurer, since July 12,
2017(9) — present

 Director(3)Fund Administration Treasurer’s Office (Co-Head since 2018), Deutsche Asset ManagementDWS; Director and Vice President, DWS Trust Company (2018-present); Assistant Treasurer, DBX ETF Trust (2019-present); and Assistant Treasurer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018-present)

Diane KenneallyCiara Crawford(1966) (1984)(4)
Assistant Treasurer, 2007Secretary,
2019 — present

 Director(3)Fund Administration (Specialist), Deutsche Asset ManagementDWS (2015-present); formerly, Legal Assistant, Accelerated Tax Solutions.

 

(1)

As a result of their respective positions held with DIMA, these individuals are considered “interested persons” of the Funds within the meaning of the 1940 Act. Interested persons receive no compensation from the Funds.

 

(2)

The length of time served represents the year in which the officer was first elected in such capacity for one or more DeutscheDWS funds. The officers are elected by the Board on an annual basis.

 

(3)Executive title, not a board directorship.

Address: 875 Third Avenue, New York, New York 10022.

 

(4)

Address: 222 South Riverside Plaza, Chicago, Illinois 60606.

5022 Gate parkway, Suite 400, Jacksonville, FL 32256.

(5)Address: 60 Wall Street, New York, New York 10005.

(6)Address: 345 Park Avenue, New York, New York 10154.

(7)Effective as of May 11, 2016.

(8)Effective June 1, 2016.

(9)Effective July 12, 2017.

 

B-2

B-3


EXHIBIT C

BOARD MEMBER COMPENSATION

The table below shows (i) the compensation paid to each current Independent Board Member by each Fund for its most recently completed fiscal year and (ii) the total compensation received by each current Independent Board Member from the DeutscheDWS fund complex for the calendar year ended December 31, 2016.2021. No Independent Board Member of the Funds receives pension or retirement benefits from the Funds.

 

  Independent Board Members 

Fund Name

 John W.
Ballantine
  Henry P.
Becton, Jr.
  Dawn-Marie
Driscoll
  Keith R.
Fox
  Paul K.
Freeman
  Kenneth C.
Froewiss
  Richard J.
Herring
  William
McClayton
  Rebecca W.
Rimel
  William N.
Searcy, Jr.
  Jean Gleason
Stromberg
 

Deutsche Multi-Market Income Trust

 $1,291  $1,232  $1,291  $1,291  $1,291  $1,467  $1,232  $1,267  $1,291  $1,232  $1,232 

Deutsche Municipal Income Trust

 $2,346  $2,192  $2,346  $2,346  $2,346  $2,807  $2,192  $2,284  $2,346  $2,192  $2,192 

Deutsche Strategic Income Trust

 $813  $797  $813  $813  $813  $861  $807  $807  $813  $797  $797 

Deutsche Strategic Municipal Income Trust

 $1,102  $1,060  $1,102  $1,102  $1,102  $1,228  $1,060  $1,085  $1,102  $1,060  $1,060 

Total Compensation from Fund Complex(1)

 $300,000(4)  $275,000  $300,000(4)  $300,000(4)  $300,000(4)  $375,000(2)  $275,000  $290,000(3)  $300,000(4)  $275,000  $275,000 
   Independent Board Members 

Fund Name

  John W.
Ballantine
   Dawn-Marie
Driscoll
   Keith R.
Fox
  Richard J.
Herring
   William
McClayton
  Chad D.
Perry(1)
   Rebecca W.
Rimel
  Catherine
Schrand(1)
   William N.
Searcy, Jr.
 

DWS Municipal Income Trust

  $2,949   $2,949   $3,841  $2,949   $3,199  $646   $3,127  $646   $3,127 

DWS Strategic Municipal Income Trust

  $1,555   $1,555   $1,809  $1,555   $1,626  $324   $1,606  $324   $1,606 

Total Compensation from Fund Complex(2)

  $295,000   $295,000   $420,000(3)  $295,000   $330,000(4)  $73,750   $320,000(5)  $73,750   $320,000(5) 

 

(1) 

Mr. Perry and Ms. Schrand were appointed as Board Members effective November 18, 2021.

(2)

For each Independent Board Member, total compensation from the DeutscheDWS fund complex representedrepresents compensation from 9870 funds as of December 31, 2016.

(2)Includes $100,000 in2021. The annual retainer fees received by Dr. Froewiss as Chairperson of Deutsche Funds Board.for each Independent Board Member was increased from $295,000 to $315,000 effective January 1, 2022.

 

(3) 

Includes $15,000$125,000 in annual retainer fees received by Mr. McClaytonFox as Vice Chairperson of DeutscheDWS Funds Board.

 

(4)

Includes an$35,000 in annual retainer feefees for serving as Chairperson of the Audit Committee of the DWS funds.

(5)

Includes $25,000 in annual retainer fees for serving as Chairperson of a Board Committee.Committee (other than the Audit Committee) of the DWS funds.

 

C-1


EXHIBIT D

ADVANCE NOTICE REQUIREMENTS FOR

DEUTSCHE MULTI-MARKET INCOME TRUST (“KMM”)

DEUTSCHE STRATEGIC INCOME TRUST (“KST”)

The following is an excerpt from the Amended and RestatedBy-Laws for KMM and KST. The excerpt is qualified in its entirety by the complete Amended and RestatedBy-Laws for KMM and KST. Any terms not defined herein have the meaning set forth in the Amended and RestatedBy-Laws.

9.9Advance Notice of Shareholder Nominees for Trustees and Other Shareholder Proposals.

(a)Annual Meetings of Shareholders.

(1)Nominations of individuals for election to the Board of Trustees and the proposal of other business to be considered by the Shareholders may be made at an annual meeting (i) pursuant to the Trust’s notice of meeting given by the Secretary or Trustees pursuant to Section 9.3 of theseBy-laws, (ii) by or at the direction of the Board of Trustees or (iii) by any Shareholder if such Shareholder (A) can demonstrate to the Trust record ownership of Shares both as of the time the Shareholder Notice (as defined below) was delivered to the Secretary as provided in Section 9.9(a)(2) of theseBy-laws and at the time of the annual meeting, (B) is entitled to vote the applicable Shares at the meeting and (C) has complied with the procedures set forth in this Section 9.9(a). The requirements of this Section 9.9 will apply to any business to be brought before an annual meeting by a Shareholder whether such business is to be included in the Trust’s proxy statement pursuant to Rule14a-8 of the proxy rules (or any successor provision) promulgated under the 1934 Act, presented to Shareholders by means of an independently financed proxy solicitation or otherwise presented to Shareholders.

(2)

For nominations or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 9.9, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust (a “Shareholder Notice”) and such other business must otherwise be a proper matter for action by the Shareholders. To be timely, a Shareholder Notice shall be delivered to the Secretary at the principal executive office of the Trust not

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earlier than the 150th day and not later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date on which notice of the prior year’s annual meeting was first given to Shareholders. However, in the event that the date of the annual meeting set forth in a notice of meeting given by the Secretary or Trustees pursuant to Section 9.3 of theseBy-laws is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, the Shareholder Notice, to be timely, must be so delivered not earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made by the Trust. In no event shall any postponement or adjournment of an annual meeting, or the public announcement thereof, commence a new time period (or extend any time period) for the giving of a Shareholder Notice. To be in proper form, a Shareholder Notice (whether given pursuant to this Section 9.9(a)(2) or Section 9.9(b)) shall: (i) set forth as to each individual whom the Shareholder proposes to nominate for election or reelection as a Trustee, (A) the name, age, date of birth, nationality, business address and residence address of such individual, (B) the class, series and number of any shares of beneficial interest of the Trust that are owned of record or beneficially owned by such individual, (C) the date such shares were acquired and the investment intent of such acquisition, (D) whether such Shareholder believes any such individual is, or is not, an “interested person” of the Trust, as defined in the 1940 Act and information regarding such individual that is sufficient, in the discretion of the Board of Trustees or any committee thereof or any authorized officer of the Trust, to make such determination, (E) all other information relating to such individual that would be required to be disclosed in a proxy statement or otherwise required to be made in connection with solicitations of proxies for election of Trustees in a contested election pursuant to Regulation 14A (or any successor provision) under the 1934 Act (including such individual’s written consent to being named in the proxy statement as a nominee and to serving

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as a Trustee if elected), and (F) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such Shareholder and any Shareholder Associated Person (as defined below), if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated underRegulation S-K if the Shareholder making the nomination and any Shareholder Associated Person, or any affiliate or associate thereof or Person acting in concert therewith, were the “registrant” for purposes of such Item and the nominee were a Trustee or executive officer of such registrant; (ii) if the Shareholder Notice relates to any business other than a nomination of a Trustee or Trustees that the Shareholder proposes to bring before the meeting, set forth (A) a brief description of the business desired to be brought before the meeting, the reasons for proposing such business at the meeting and any material interest in such business of such Shareholder and any Shareholder Associated Person, individually or in the aggregate, including any anticipated benefit to the Shareholder and any Shareholder Associated Person therefrom and (B) a description of all agreements, arrangements and understandings between such Shareholder and such Shareholder Associated Person, if any, and any other Person or Persons (including their names) in connection with the proposal of such business by such Shareholder; (iii) set forth, as to the Shareholder giving the Shareholder Notice and any Shareholder Associated Person, (A) the class, series and number of all shares of beneficial interest of the Trust which are, directly or indirectly, owned beneficially and of record by such Shareholder and by such Shareholder Associated Person, if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such Shareholder and by any such Shareholder Associated Person, (B) any option, warrant, convertible security, appreciation right or similar right with an exercise or conversion privilege or settlement payment date or mechanism at a price related to any class or series

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of shares of the Trust or with value derived in whole or in part from the value of any class or series of shares of the Trust, whether or not such instrument or right shall be subject to settlement in the underlying class or series of shares of beneficial interest of the Trust or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such Shareholder and by such Shareholder Associated Person, if any, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Trust, (C) any proxy, contract, arrangement, understanding or relationship pursuant to which such Shareholder and such Shareholder Associated Person, if any, has a right to vote any shares of any security of the Trust, (D) any short interest in any security of the Trust (for purposes of this Section 9.9(a)(2), a Person shall be deemed to have a short interest in a security if such Person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Trust owned beneficially by such Shareholder or Shareholder Associated Person, if any, that are separated or separable from the underlying shares of the Trust, (F) any proportionate interest in the shares of the Trust or Derivative Instruments held, directly or indirectly, by a general or limited partnership or other entity in which such Shareholder or Shareholder Associated Person, if any, is a general partner or holds a similar position or, directly or indirectly, beneficially owns an interest in a general partner or entity that holds a similar position, (G) any performance-related fees (other than an asset-based fee) that such Shareholder or Shareholder Associated Person, if any, is entitled to based on any increase or decrease in the value of shares of the Trust or Derivative Instruments, if any, as of the date of the Shareholder Notice, including without limitation any such interest held by members of such Shareholder’s or Shareholder Associated Person’s, if any, immediate family sharing the same household (which information shall be supplemented by such Shareholder or Shareholder Associated Person, if any, not later than ten days after the record date for the meeting to disclose such ownership as of the record date) and (H) any other derivative positions

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held of record or beneficially by the Shareholder and any Shareholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to mitigate or otherwise manage benefit, loss or risk of share price changes or to increase or decrease the voting power of, such Shareholder or any Shareholder Associated Person with respect to the Trust’s securities; (iv) set forth, as to the Shareholder giving the Shareholder Notice and any Shareholder Associated Person, (A) the name and address of such Shareholder as they appear on the Trust’s share ledger and current name and address, if different, and of such Shareholder Associated Person and (B) any other information relating to such Shareholder and Shareholder Associated Person, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of Trustees in a contested election pursuant to Regulation 14A (or any successor provision) of the 1934 Act; (v) set forth, to the extent known by the Shareholder giving the Shareholder Notice, the name and address of any other Shareholder or beneficial owner of Shares supporting the nominee for election or reelection as a Trustee or the proposal of other business on the date of the applicable Shareholder Notice; (vi) with respect to each nominee for election or reelection as a Trustee, be accompanied by a completed and signed questionnaire, representation and agreement required by Section 9.10 of these Bylaws; (vii) set forth any material interest of the Shareholder providing the Shareholder Notice, or any Shareholder Associated Person, in the matter proposed (other than as a shareholder of the Trust); and (viii) include a representation that the Shareholder or an authorized representative thereof intends to appear in person at the meeting to act on the matter(s) proposed. With respect to the nomination of an individual for election or reelection as a Trustee pursuant to Section 9.9(a)(1)(iii), the Trust may require the proposed nominee to furnish such other information as may reasonably be required by the Trust to determine the eligibility of such proposed nominee to serve an in independent Trustee of the Trust or that could be

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material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee. If a nominee fails to provide such written information within five Business Days, the information requested may be deemed by the Board of Trustees not to have been provided in accordance with this Section 9.9.

(3)Notwithstanding anything in the second sentence of subsection (a)(2) of this Section 9.9 to the contrary, in the event the Board of Trustees increases the number of Trustees and there is no public announcement by the Trust naming all of the nominees for Trustee or specifying the size of the increased Board of Trustees at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a Shareholder Notice required by this Section 9.9(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Trust not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Trust.

(4)For purposes of this Section 9.9, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, including any beneficial owner of the Trust’s securities on whose behalf a nomination or proposal is made, (ii) any beneficial owner of shares of beneficial interest of the Trust owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder Associated Person. For purposes of the definition of Shareholder Associated Person, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) has the same meaning as in Rule12b-2 under the 1934 Act.

(b)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of Shareholders as shall have been brought before the meeting pursuant to the notice of meeting given by the Secretary or Trustees pursuant to Section 9.3 of theseBy-laws. Nominations of individuals for election to the Board of Trustees may be made at a special meeting of Shareholders at which Trustees are to be elected (i) pursuant to the Trust’s notice of meeting given by the Secretary or Trustees pursuant to Section 9.3 of these

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By-laws, (ii) by or at the direction of the Board of Trustees or (iii) provided that the Board of Trustees has determined that Trustees shall be elected at such special meeting, by any Shareholder if such Shareholder (A) can demonstrate to the Trust record ownership of Shares both as of the time the Shareholder Notice was delivered to the Secretary as provided in Section 9.9(a)(2) of theseBy-laws and at the time of the special meeting, (B) is entitled to vote the applicable Shares at the special meeting and (C) has complied with the procedures set forth in this Section 9.9 as to such nomination. In the event that a special meeting of Shareholders is called for the purpose of electing one or more individuals to the Board of Trustees, any Shareholder may nominate an individual or individuals (as the case may be) for election to such position(s) as specified in the Trust’s notice of meeting, if the Shareholder Notice required by paragraph (2) of Section 9.9(a) of theseBy-laws shall be delivered to the Secretary at the principal executive office of the Trust not earlier than the 120th day prior to such special meeting of Shareholders and not later than 5:00 p.m., Eastern Time, on the 90th day prior to such special meeting or, if the first public announcement of the date of such special meeting of Shareholders is less than 100 days prior to the date of such special meeting, the tenth day following the day on which public announcement is first made of the date of the special meeting of Shareholders and of the nominees proposed by the Board of Trustees to be elected at such meeting. In no event shall any postponement or adjournment of a special meeting of Shareholders, or the public announcement thereof, commence a new time period (or extend any time period) for the giving of a Shareholder Notice.

(c)General.

(1)

Upon written request by the Secretary or the Board of Trustees or any committee thereof, any Shareholder proposing a nominee for election as a Trustee or any proposal for other business at a meeting of Shareholders shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Board of Trustees or any committee thereof or any authorized officer of the Trust, to demonstrate the accuracy of any information submitted by the Shareholder pursuant to this Section 9.9. If a Shareholder fails to provide such written verification within such period, the information as to which written

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verification was requested may be deemed by the Board of Trustees not to have been provided in accordance with this Section 9.9. Notwithstanding anything herein to the contrary, the Trust shall have no obligation to inform a Shareholder of any defects with respect to the timing or substance of a Shareholder Notice or give such Shareholder an opportunity to cure any defects.

(2)Only such individuals who are nominated in accordance with the procedures set forth in this Section 9.9 shall be eligible for election by Shareholders as Trustees, and only such business shall be conducted at a meeting of Shareholders as shall have been brought before the meeting in accordance with the procedures set forth in theseBy-laws. Except as otherwise provided by law, the Declaration or theseBy-laws, the chairman presiding over the meeting of Shareholders shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the Declaration and theseBy-laws and, if any proposed nomination or business is not in compliance with the procedures set forth in the Declaration or theseBy-laws, to declare that such defective proposal or nomination shall be disregarded. Any determination by the chairman presiding over a meeting of Shareholders shall be binding on all parties.

(3)For purposes of this Section 9.9, “public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service, (ii) in a document publicly filed by the Trust with the Securities and Exchange Commission pursuant to the 1934 Act or the 1940 Act and the rules and regulations promulgated thereunder or (iii) on a Web site accessible to the public maintained by the Trust or by its investment adviser or an affiliate of such investment adviser with respect to the Trust.

(4)Notwithstanding the foregoing provisions of this Section 9.9, a Shareholder shall also comply with all applicable law, including, without limitation, requirements of state law and of the 1934 Act and the rules and regulations promulgated thereunder, with respect to the matters set forth in this Section 9.9.

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9.10Submission of Questionnaire, Representation and Agreement. To be eligible to be a Shareholder nominee for election as a Trustee of the Trust, the proposed nominee must deliver (in accordance with the time periods prescribed for delivery of a Shareholder Notice) to the Secretary of the Trust at the principal executive office of the Trust a written questionnaire with respect to the background and qualification of such person (which questionnaire shall be provided by the Secretary of the Trust upon written request) and a written representation and agreement that such person (a) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any Person as to how such person, if elected as a Trustee of the Trust, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Trust or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Trustee of the Trust, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any Person other than the Trust with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Trustee that has not been disclosed therein and (c) in such person’s individual capacity, would be in compliance, if elected as a Trustee of the Trust, and will comply with all applicable publicly disclosed trust governance, conflict of interest, confidentiality and share ownership and trading policies and guidelines of the Trust.

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EXHIBIT E

ADVANCE NOTICE REQUIREMENTS FOR

DEUTSCHEDWS MUNICIPAL INCOME TRUST (“KTF”)

DEUTSCHEDWS STRATEGIC MUNICIPAL INCOME TRUST (“KSM”)

The following is an excerpt from the Amended and RestatedBy-Laws for KTF and KSM. The excerpt is qualified in its entirety by the complete Amended and RestatedBy-Laws for KTF and KSM. Any terms not defined herein have the meaning set forth in the Amended and RestatedBy-Laws.

 

2.6

Advance Notice of Shareholder Nominees for Trustees and Other Shareholder Proposals and Shareholder-Requested Special Meetings.

 

 (a)

Applicability and Definitions. This Section 2.6 shall not apply to any preferred share of beneficial interest of the Trust or holder thereof to the extent that it would alter, amend or repeal any right, power or preference of such preferred share or any holder thereof. For purposes of this Section 2.6, the following terms have the following meanings: “Shareholder” means any record owner of common shares of beneficial interest of the Trust; “1934 Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, all as amended from time to time; and “1940 Act” means the Investment Company Act of 1940 and the rules and regulations thereunder, all as amended from time to time.

 

 (b)

Annual Meetings of Shareholders.

 

 (1)

Except as provided in Article IV Section 1(f) of the Declaration, Trustees shall be elected only at annual meetings. Nominations of individuals for election to the Board of Trustees and the proposal of other business to be considered by the shareholders may be made at an annual meeting (i) pursuant to the Trust’s notice of meeting given pursuant to Section 2.3 of theseBy-laws, (ii) by or at the direction of the Board of Trustees or (iii) by any Shareholder if such record owner (A) can demonstrate to the Trust record ownership of shares of beneficial interest of the Trust both as of the time the Shareholder Notice (as defined below) was delivered to the Secretary as provided in Section 2.6(b)(2) of theseBy-laws and at the time of the annual meeting, (B) is entitled to vote the applicable shares of beneficial interest of the Trust at the meeting and (C) has complied with the

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procedures set forth in this Section 2.6(b). The

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requirements of this Section 2.6 will apply to any business to be brought before an annual meeting by a Shareholder whether such business is to be included in the Trust’s proxy statement pursuant to Rule14a-8 of the proxy rules (or any successor provision) promulgated under the 1934 Act, presented to shareholders by means of an independently financed proxy solicitation or otherwise presented to shareholders.

 

 (2)

For nominations or other business to be properly brought before an annual meeting by a Shareholder pursuant to clause (iii) of paragraph (b)(1) of this Section 2.6, the Shareholder must have given timely notice thereof in writing to the Secretary of the Trust (a “Shareholder Notice”) and such other business must otherwise be a proper matter for action by the shareholders. To be timely, a Shareholder Notice shall be delivered to the Secretary at the principal executive office of the Trust not earlier than the 150th day and not later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date on which notice of the prior year’s annual meeting was first given to shareholders. However, in the event that the date of the annual meeting set forth in a notice of meeting given by the Secretary or Trustees pursuant to Section 2.3 of theseBy-laws is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, the Shareholder Notice, to be timely, must be so delivered not earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made by the Trust. In no event shall any postponement or adjournment of an annual meeting, or the public announcement thereof, commence a new time period (or extend any time period) for the giving of a Shareholder Notice. To be in proper form, a Shareholder Notice (whether given pursuant to this Section 2.6(b)(2) or Section 2.6(c)) shall: (i) set forth as to each individual whom the Shareholder proposes to nominate for election or reelection as a Trustee, (A) the name, age, date of birth, nationality, business address and residence address

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of such individual, (B) the class, series and number of any shares of beneficial interest of the Trust

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that are owned of record or beneficially owned by such individual, (C) the date such shares were acquired and the investment intent of such acquisition, (D) whether such Shareholder believes any such individual is, or is not, an “interested person” of the Trust, as defined in the 1940 Act and information regarding such individual that is sufficient, in the discretion of the Board of Trustees or any committee thereof or any authorized officer of the Trust, to make such determination, (E) all other information relating to such individual that would be required to be disclosed in a proxy statement or otherwise required to be made in connection with solicitations of proxies for election of Trustees in a contested election pursuant to Regulation 14A (or any successor provision) under the 1934 Act (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a Trustee if elected), and (F) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such Shareholder and any Shareholder Associated Person (as defined below), if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated underRegulation S-K if the Shareholder making the nomination and any Shareholder Associated Person, or any affiliate or associate thereof or Person acting in concert therewith, were the “registrant” for purposes of such Item and the nominee were a Trustee or executive officer of such registrant; (ii) if the Shareholder Notice relates to any business other than a nomination of a Trustee or Trustees that the Shareholder proposes to bring before the meeting, set forth (A) a brief description of the business desired to be brought before the meeting, the reasons for proposing such business at the meeting and any material interest in such business of such Shareholder and any Shareholder Associated Person, individually or in the aggregate, including any anticipated benefit to the

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Shareholder and any Shareholder Associated Person therefrom and (B) a description of all agreements,

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arrangements and understandings between such Shareholder and such Shareholder Associated Person, if any, and any other Person or Persons (including their names) in connection with the proposal of such business by such Shareholder; (iii) set forth, as to the Shareholder giving the Shareholder Notice and any Shareholder Associated Person, (A) the class, series and number of all shares of beneficial interest of the Trust which are, directly or indirectly, owned beneficially and of record by such Shareholder and by such Shareholder Associated Person, if any, and the nominee holder for, and number of, shares owned beneficially but not of record by such Shareholder and by any such Shareholder Associated Person, (B) any option, warrant, convertible security, appreciation right or similar right with an exercise or conversion privilege or settlement payment date or mechanism at a price related to any class or series of shares of the Trust or with value derived in whole or in part from the value of any class or series of shares of the Trust, whether or not such instrument or right shall be subject to settlement in the underlying class or series of shares of beneficial interest of the Trust or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such Shareholder and by such Shareholder Associated Person, if any, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Trust, (C) any proxy, contract, arrangement, understanding or relationship pursuant to which such Shareholder and such Shareholder Associated Person, if any, has a right to vote any shares of any security of the Trust, (D) any short interest in any security of the Trust (for purposes of this Section 2.6(b)(2), a Person shall be deemed to have a short interest in a security if such Person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Trust owned beneficially by such Shareholder or Shareholder Associated Person, if any, that are separated or separable from the underlying shares of the Trust, (F) any proportionate interest in the shares of the Trust or

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Derivative Instruments held, directly or indirectly, by a general or limited partnership or other entity in which such Shareholder or Shareholder Associated Person, if any, is a

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general partner or holds a similar position, directly or indirectly, beneficially owns an interest in a general partner, or entity that holds a similar position (G) any performance-related fees (other than an asset-based fee) that such Shareholder or Shareholder Associated Person, if any, is entitled to based on any increase or decrease in the value of shares of the Trust or Derivative Instruments, if any, as of the date of the Shareholder Notice, including without limitation any such interest held by members of such Shareholder’s or Shareholder Associated Person’s, if any, immediate family sharing the same household (which information shall be supplemented by such Shareholder or Shareholder Associated Person, if any, not later than ten days after the record date for the meeting to disclose such ownership as of the record date) and (H) any other derivative positions held of record or beneficially by the Shareholder and any Shareholder Associated Person and whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding has been made, the effect or intent of which is to mitigate or otherwise manage benefit, loss or risk of share price changes or to increase or decrease the voting power of, such Shareholder or any Shareholder Associated Person with respect to the Trust’s securities; (iv) set forth, as to the Shareholder giving the Shareholder Notice and any Shareholder Associated Person, (A) the name and address of such Shareholder as they appear on the Trust’s share ledger and current name and address, if different, and of such Shareholder Associated Person and (B) any other information relating to such Shareholder and Shareholder Associated Person, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of Trustees in a contested election pursuant to Regulation 14A (or any successor provision) of the 1934 Act; (v) set forth, to the extent known by the Shareholder giving the Shareholder Notice, the name and address of any other shareholder or beneficial owner of shares of beneficial interest of the Trust supporting the

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nominee for election or reelection as a Trustee or the proposal of other business on the date of the applicable Shareholder Notice; (vi) with respect to each nominee for election or reelection as a Trustee, be accompanied by a completed and signed questionnaire,

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representation and agreement required by Section 2.6(e) of these Bylaws; (vii) set forth any material interest of the Shareholder providing the Shareholder Notice, or any Shareholder Associated Person, in the matter proposed (other than as a shareholder of the Trust); and (viii) include a representation that the Shareholder or an authorized representative thereof intends to appear in person at the meeting to act on the matter(s) proposed. With respect to the nomination of an individual for election or reelection as a Trustee pursuant to Section 2.6(b)(1)(iii), the Trust may require the proposed nominee to furnish such other information as may reasonably be required by the Trust to determine the eligibility of such proposed nominee to serve an in independent Trustee of the Trust or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee. If a nominee fails to provide such written information within five Business Days, the information requested may be deemed by the Board of Trustees not to have been provided in accordance with this Section 2.6.

 

 (3)

Notwithstanding anything in the second sentence of subsection (b)(2) of this Section 2.6 to the contrary, in the event the Board of Trustees increases the number of Trustees and there is no public announcement by the Trust naming all of the nominees for Trustee or specifying the size of the increased Board of Trustees at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a Shareholder Notice required by this Section 2.6(b) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Trust not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Trust.

 

 (4)

For purposes of this Section 2.6, “Shareholder Associated Person” of any Shareholder shall mean (i) any Person controlling, directly or indirectly, or acting in concert with, such Shareholder, including any beneficial owner of the Trust’s securities on whose behalf a nomination or

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proposal is made, (ii) any beneficial owner of shares of beneficial interest of the Trust owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder Associated Person. For purposes of the definition of Shareholder Associated Person, the term “control”

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“control” (including the terms “controlling,” “controlled by” and “under common control with”) has the same meaning as in Rule12b-2 under the 1934 Act.

 

 (c)

Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the notice of meeting given by the Secretary or Trustees pursuant to Section 2.3 of theseBy-laws. Nominations of individuals for election to the Board of Trustees may be made at a special meeting of shareholders at which Trustees are to be elected (i) pursuant to the Trust’s notice of meeting given pursuant to Section 2.3 of theseBy-laws, (ii) by or at the direction of the Board of Trustees or (iii) provided that the Board of Trustees has determined that Trustees shall be elected at such special meeting, by any Shareholder if such Shareholder (A) can demonstrate to the Trust record ownership of shares of beneficial interest in the Trust both as of the time the Shareholder Notice was delivered to the Secretary as provided in Section 2.6(b)(2) of theseBy-laws and at the time of the special meeting, (B) is entitled to vote the applicable shares at the special meeting and (C) has complied with the procedures set forth in this Section 2.6 as to such nomination. In the event a special meeting of shareholders is called for the purpose of electing one or more individuals to the Board of Trustees, any Shareholder may nominate an individual or individuals (as the case may be) for election to such position(s) as specified in the Trust’s notice of meeting, if the Shareholder Notice required by paragraph (2) of Section 2.6(b) shall be delivered to the Secretary at the principal executive office of the Trust not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the 90th day prior to such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the tenth day following the day on which public announcement is first made of the date of the special meeting of shareholders and of the nominees proposed by the Board of Trustees to be elected at such meeting. In no event shall any postponement or adjournment of a special meeting of shareholders, or the public announcement thereof, commence a new time period (or extend any time period) for the giving of a Shareholder Notice.

 

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 (d)

General.

 

 (1)

Upon written request by the Secretary or the Board of Trustees or any committee thereof, any Shareholder

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proposing a nominee for election as a Trustee or any proposal for other business at a meeting of shareholders shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), written verification, satisfactory, in the discretion of the Board of Trustees or any committee thereof or any authorized officer of the Trust, to demonstrate the accuracy of any information submitted by the Shareholder pursuant to this Section 2.6. If a Shareholder fails to provide such written verification within such period, the information as to which written verification was requested may be deemed by the Board of Trustees not to have been provided in accordance with this Section 2.6. Notwithstanding anything herein to the contrary, the Trust shall have no obligation to inform a Shareholder of any defects with respect to the timing or substance of a Shareholder Notice or give such Shareholder an opportunity to cure any defects.

 

 (2)

Only such individuals who are nominated in accordance with the procedures set forth in this Section 2.6 shall be eligible for election by shareholders as Trustees, and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in theseBy-laws. Except as otherwise provided by law, the Declaration or theseBy-laws, the chairman presiding over the meeting of shareholders shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the Declaration and theseBy-laws and, if any proposed nomination or business is not in compliance with the procedures set forth in the Declaration or theseBy-laws, to declare that such defective proposal or nomination shall be disregarded. Any determination by the chairman presiding over a meeting of shareholders shall be binding on all parties.

 

 (3)

For purposes of this Section 2.6, “public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service, (ii) in a document publicly filed by the Trust with the Securities

E-8


and Exchange Commission pursuant to the 1934 Act or the 1940 Act and the rules and regulations promulgated thereunder or (iii) on a Web site accessible to the public maintained by the Trust or by its investment adviser or an affiliate of such investment adviser with respect to the Trust.

 

D-8


 (4)

Notwithstanding the foregoing provisions of this Section 2.6, a Shareholder shall also comply with all applicable law, including, without limitation, requirements of state law and of the 1934 Act and the rules and regulations promulgated thereunder, with respect to the matters set forth in this Section 2.6. Nothing in this Section 2.6 shall be deemed to affect any right of the holders of any series of the Trust’s preferred shares of beneficial interest (if any) if and to the extent provided under law, the Declaration of Trust or theseBy-laws.

 

 (e)

Submission of Questionnaire, Representation and Agreement. To be eligible to be a Shareholder nominee for election as a Trustee of the Trust, the proposed nominee must deliver (in accordance with the time periods prescribed for delivery of a Shareholder Notice) to the Secretary of the Trust at the principal executive office of the Trust a written questionnaire with respect to the background and qualification of such person (which questionnaire shall be provided by the Secretary of the Trust upon written request) and a written representation and agreement that such person (a) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any Person as to how such person, if elected as a Trustee of the Trust, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Trust or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Trustee of the Trust, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any Person other than the Trust with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Trustee that has not been disclosed therein and (c) in such person’s individual capacity, would be in compliance, if elected as a Trustee of the Trust, and will comply with all applicable publicly disclosed trust governance, conflict of interest, confidentiality and share ownership and trading policies and guidelines of the Trust.

 

E-9D-9


 

CE-PROXY-CEF.2017CE-Proxy-CEF.2022


  

EASY VOTING OPTIONS:

  

LOGO

LOGO
 

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

or scan the QR code

Follow the on-screen instructions

available 24 hours

  

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VOTE BY PHONE

Call 1-800-337-3503

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VOTE BY MAIL

Vote, sign and date this Proxy

Card and return in the

postage-paid envelope

  

LOGOLOGO

 

VOTE IN PERSON

Attend Shareholder Meeting

60 Wall100 Summer Street

New York, NY 10005Boston, MA 02110

on September 20, 201723, 2022

Please detach at perforation before mailing.

 

LOGO 

DEUTSCHE MULTI-MARKETLOGO

DWS MUNICIPAL INCOME TRUST (“KMM”KTF” OR THE “FUND”)

PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD SEPTEMBER 20, 201723, 2022

  PROXY CARD

COMMON SHARES

The undersigned hereby appoints John Millette, Caroline Pearson and Hepsen Uzcan, in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of the Fund which the undersigned is entitled to vote at the Joint Annual Meeting of Shareholders of the Fund to be held September 20, 201723, 2022 at 2:00 p.m. (Eastern time), at 60 Wall100 Summer Street, New York, New York 10005,Boston, MA 02110, and at any adjournment(s) or postponement(s) thereof.

This proxy is solicited on behalf of the Board of Trustees of the Fund.

ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTEDFOR THE ELECTION OF ALLEACH OF THE BOARD MEMBER NOMINEES.

VOTE VIA THE INTERNET: www.proxy-direct.com                    

VOTE VIA THE TELEPHONE: 1-800-337-3503                           

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-800-337-3503
 

   
CHANGE OF ADDRESS      

KTF_32899_081122

UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.

CHANGE OF ADDRESSxxxxxxxxxxxxxx    

  

code  

  
  

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.

KMM_29102_080717


EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Joint Annual Meeting of Shareholders to Be Held on September 20, 2017.23, 2022.

The Proxy Statement and Proxy Card for this Meeting are available at:

https://www.proxy-direct.com/deu-29102dws-32899

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:  

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:

LOGO
ALOGO 

Proposal

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE ELECTION OF ALLEACH OF THE BOARD MEMBER NOMINEES.

 

 1.Election of Class II Board Members:   FOR
 WITHHOLD 

FOR  

ALL

1.

 Election of Class III Board Members:

WITHHOLD

ALL

 

  FOR ALL

ALL

EXCEPT

 01. John W. Ballantine03.  Kenneth C. FroewissChad D. Perry   
 02. Dawn-Marie Driscoll04.  Rebecca W. Rimel
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

Catherine Schrand
   

 INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box

 “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

BLOGO Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

 

Date (mm/dd/yyyy) — Please print date below  Signature 1 — Please keep signature within the box  Signature 2 — Please keep signature within the box

//

      

6 0 8 9 9 9 9 0 0 1 0 9 9 9 9 9 9 9 9 9 9

 xxxxxxxxxxxxxx
  KMM_29102 M      xxxxxxxx

Scanner bar code

 +
    LOGO

KTF 32899

LOGO


  

EASY VOTING OPTIONS:

  

LOGO

LOGO
 

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

or scan the QR code

Follow the on-screen instructions

available 24 hours

  

LOGO

LOGO
 

VOTE BY PHONE

Call 1-800-337-3503

Follow the recorded instructions

available 24 hours

  

LOGO

LOGO
 

VOTE BY MAIL

Vote, sign and date this Proxy

Card and return in the

postage-paid envelope

  

LOGOLOGO

 

VOTE IN PERSON

Attend Shareholder Meeting

60 Wall100 Summer Street

New York, NY 10005Boston, MA 02110

on September 20, 201723, 2022

Please detach at perforation before mailing.

 

LOGO 

DEUTSCHELOGO

DWS MUNICIPAL INCOME TRUST (“KTF” OR THE “FUND”)

PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD SEPTEMBER 20, 201723, 2022

  PROXY CARD

COMMONPREFERRED SHARES

The undersigned hereby appoints John Millette, Caroline Pearson and Hepsen Uzcan, in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of the Fund which the undersigned is entitled to vote at the Joint Annual Meeting of Shareholders of the Fund to be held September 20, 201723, 2022 at 2:00 p.m. (Eastern time), at 60 Wall100 Summer Street, New York, New York 10005,Boston MA 02110, and at any adjournment(s) or postponement(s) thereof.

This proxy is solicited on behalf of the Board of Trustees of the Fund.

ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTEDFOR THE ELECTION OF ALL BOARD MEMBER NOMINEES.

VOTE VIA THE INTERNET: www.proxy-direct.com                    

VOTE VIA THE TELEPHONE: 1-800-337-3503                           

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-800-337-3503
 

   
CHANGE OF ADDRESS      

KTF_32899_081122_Pref

UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.

CHANGE OF ADDRESSxxxxxxxxxxxxxx    

  

code  

  
  

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.

KTF_29102-080717


EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Joint Annual Meeting of Shareholders to Be Held on September 20, 2017.23, 2022.

The Proxy Statement and Proxy Card for this Meeting are available at:

https://www.proxy-direct.com/deu-29102dws-32899

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:  

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:

LOGO
ALOGO 

Proposal

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE ELECTION OF ALL BOARD MEMBER NOMINEES.

 

 1.Election of Class II Board Members:Preferred Shares Only   FOR
 WITHHOLD FOR ALL
1. Election of Class III Board Members:

  FOR  

ALL

 

WITHHOLD

ALL

 

  FOR ALL

ALL

EXCEPT

 01. John W. BallantineChad D. Perry 03. Rebecca W. RimelDawn-Marie Driscoll   
 02. Kenneth C. FroewissCatherine Schrand 
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

04. Keith R. Fox
   

 INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box

 “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

BLOGO Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

 

Date (mm/dd/yyyy) — Please print date below  Signature 1 — Please keep signature within the box  Signature 2 — Please keep signature within the box

//

      

6 0 8 9 9 9 9 0 0 1 0 9 9 9 9 9 9 9 9 9 9

 xxxxxxxxxxxxxx
  KTF_29102 M      xxxxxxxx

Scanner bar code

 +
    LOGO

KTF2 32899

LOGO


  

EASY VOTING OPTIONS:

  

LOGO

LOGO
 

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

or scan the QR code

Follow the on-screen instructions

available 24 hours

  

LOGO

LOGO
 

VOTE BY PHONE

Call 1-800-337-3503

Follow the recorded instructions

available 24 hours

  

LOGO

LOGO
 

VOTE BY MAIL

Vote, sign and date this Proxy

Card and return in the

postage-paid envelope

  

LOGOLOGO

 

VOTE IN PERSON

Attend Shareholder Meeting

60 Wall100 Summer Street

New York, NY 10005Boston, MA 02110

on September 20, 201723, 2022

Please detach at perforation before mailing.

 

LOGO 

DEUTSCHELOGO

DWS STRATEGIC MUNICIPAL INCOME TRUST (“KTF”KSM” OR THE “FUND”)

PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD SEPTEMBER 20, 201723, 2022

  PROXY CARD

PREFERREDCOMMON SHARES

The undersigned hereby appoints John Millette, Caroline Pearson and Hepsen Uzcan, in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of the Fund which the undersigned is entitled to vote at the Joint Annual Meeting of Shareholders of the Fund to be held September 20, 201723, 2022 at 2:00 p.m. (Eastern time), at 60 Wall100 Summer Street, New York, New York 10005,Boston, MA 02110, and at any adjournment(s) or postponement(s) thereof.

This proxy is solicited on behalf of the Board of Trustees of the Fund.

ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTEDFOR THE ELECTION OF ALLEACH OF THE BOARD MEMBER NOMINEES.

VOTE VIA THE INTERNET: www.proxy-direct.com                    

VOTE VIA THE TELEPHONE: 1-800-337-3503                           

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-800-337-3503
 

   
CHANGE OF ADDRESS      

KSM_32899_081122

UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.

CHANGE OF ADDRESSxxxxxxxxxxxxxx    

  

code  

  
  

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE

KTF_29102-Pref_080717


EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Joint Annual Meeting of Shareholders to Be Held on September 20, 2017.23, 2022.

The Proxy Statement and Proxy Card for this Meeting are available at:

https://www.proxy-direct.com/deu-29102dws-32899

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:  

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:

LOGO
ALOGO 

Proposal

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE ELECTION OF ALLEACH OF THE BOARD MEMBER NOMINEES.

 

 1.Election of Class II Board Members:   FOR
 WITHHOLD 

FOR  

ALL

1.

 Election of Class III Board Members:

WITHHOLD

ALL

 Preferred Shares Only

  FOR ALL

ALL

EXCEPT

 01. John W. Ballantine04.  Keith R. FoxChad D. Perry   
 02. Kenneth C. Froewiss05.  Paul K. Freeman
03.  Rebecca W. Rimel
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

Catherine Schrand
   

 INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box

 “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

BLOGO Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

 

Date (mm/dd/yyyy) — Please print date below  Signature 1 — Please keep signature within the box  Signature 2 — Please keep signature within the box

//

      

6 0 8 9 9 9 9 0 0 1 0 9 9 9 9 9 9 9 9 9 9

 xxxxxxxxxxxxxx
  KTF_29102 M      xxxxxxxx

Scanner bar code

 +
    LOGO

KSM 32899

LOGO


  

EASY VOTING OPTIONS:

  

LOGO

LOGO
 

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

or scan the QR code

Follow the on-screen instructions

available 24 hours

  

LOGO

LOGO
 

VOTE BY PHONE

Call 1-800-337-3503

Follow the recorded instructions

available 24 hours

  

LOGO

LOGO
 

VOTE BY MAIL

Vote, sign and date this Proxy

Card and return in the

postage-paid envelope

  

LOGOLOGO

 

VOTE IN PERSON

Attend Shareholder Meeting

60 Wall100 Summer Street

New York, NY 10005Boston, MA 02110

on September 20, 201723, 2022

Please detach at perforation before mailing.

 

LOGO 

DEUTSCHELOGO

DWS STRATEGIC MUNICIPAL INCOME TRUST (“KST”KSM” OR THE “FUND”)

PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD SEPTEMBER 20, 201723, 2022

  PROXY CARD

PREFERRED SHARES

The undersigned hereby appoints John Millette, Caroline Pearson and Hepsen Uzcan, and each of them, in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of the Fund which the undersigned is entitled to vote at the Joint Annual Meeting of Shareholders of the Fund to be held September 20, 201723, 2022 at 2:00 p.m. (Eastern Time)time), at 60 Wall100 Summer Street, New York, New York 10005,Boston, MA 02110, and at any adjournment(s) or postponement(s) thereof.

This proxy is solicited on behalf of the Board of Trustees of the Fund.

ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTEDFOR THE ELECTION OF ALL BOARD MEMBER NOMINEES.

VOTE VIA THE INTERNET: www.proxy-direct.com                    

VOTE VIA THE TELEPHONE: 1-800-337-3503                           

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-800-337-3503
 

   
CHANGE OF ADDRESS      

KSM_32899_081122_Pref

UNLESS VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.

CHANGE OF ADDRESSxxxxxxxxxxxxxx    

  

code  

  
  

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.

KST_29102_080717


EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Joint Annual Meeting of Shareholders to Be Held on September 20, 2017.23, 2022.

The Proxy Statement and Proxy Card for this Meeting are available at:

https://www.proxy-direct.com/deu-29102dws-32899

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:  

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:

LOGO
ALOGO 

Proposal

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE ELECTION OF ALL BOARD MEMBER NOMINEES.

 

 1.Election of Class II Board Members:Preferred Shares Only   FOR
 WITHHOLD FOR ALL
1. Election of Class III Board Members:

  FOR  

ALL

 

WITHHOLD

ALL

 

  FOR ALL

ALL

EXCEPT

 01. John W. BallantineChad D. Perry 03. Kenneth C. FroewissDawn-Marie Driscoll   
 02. Dawn-Marie DriscollCatherine Schrand 04. Rebecca W. Rimel
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

Keith R. Fox
   

 INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box

 “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

BLOGO Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

 

Date (mm/dd/yyyy) — Please print date below  Signature 1 — Please keep signature within the box  Signature 2 — Please keep signature within the box

//

      

6 0 8 9 9 9 9 0 0 1 0 9 9 9 9 9 9 9 9 9 9

 xxxxxxxxxxxxxx    KST_29102M      xxxxxxxx+


EASY VOTING OPTIONS:

LOGO

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

or scan the QR code

Follow the on-screen instructions

available 24 hours

LOGO

VOTE BY PHONE

Call 1-800-337-3503

Follow the recorded instructions

available 24 hours

LOGO

VOTE BY MAIL

Vote, sign and date this Proxy

Card and return in the

postage-paid envelope

LOGO

VOTE IN PERSON

Attend Shareholder Meeting

60 Wall Street

New York, NY 10005

on September 20, 2017

Please detach at perforation before mailing.

LOGO

DEUTSCHE STRATEGIC MUNICIPAL INCOME TRUST (“KSM” OR THE “FUND”)

PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD SEPTEMBER 20, 2017

PROXY CARD

COMMON SHARES

The undersigned hereby appoints John Millette, Caroline Pearson and Hepsen Uzcan, in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of the Fund which the undersigned is entitled to vote at the Joint Annual Meeting of Shareholders of the Fund to be held September 20, 2017 at 2:00 p.m. (Eastern time), at 60 Wall Street, New York, New York 10005, and at any adjournment(s) or postponement(s) thereof.

This proxy is solicited on behalf of the Board of Trustees of the Fund.

ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTEDFOR THE ELECTION OF ALL BOARD MEMBER NOMINEES.

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-800-337-3503

CHANGE OF ADDRESS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.

KSM_29102_080717


EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Joint Annual Meeting of Shareholders to Be Held on September 20, 2017.

The Proxy Statement and Proxy Card for this Meeting are available at:

https://www.proxy-direct.com/deu-29102

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:  

AProposalTHE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE ELECTION OF ALL BOARD MEMBER NOMINEES.

FORWITHHOLDFOR ALL
1.Election of Class III Board Members:ALLALLEXCEPT
01.  John W. Ballantine03.  Rebecca W. Rimel
02.  Kenneth C. Froewiss    
 INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. 

Scanner bar code

  
 

BAuthorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

Date (mm/dd/yyyy) — Please print date belowSignature 1 — Please keep signature within the boxSignature 2 — Please keep signature within the box
//

6 0 8 9 9 9 9 0 0 1 0 9 9 9 9 9 9 9 9 9 9

xxxxxxxxxxxxxx    KSM_29102M      xxxxxxxx+


EASY VOTING OPTIONS:

LOGO

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

or scan the QR code

Follow the on-screen instructions

available 24 hours

LOGO

VOTE BY PHONE

Call 1-800-337-3503

Follow the recorded instructions

available 24 hours

LOGO

VOTE BY MAIL

Vote, sign and date this Proxy

Card and return in the

postage-paid envelope

LOGO

VOTE IN PERSON

Attend Shareholder Meeting

60 Wall Street

New York, NY 10005

on September 20, 2017

Please detach at perforation before mailing.

LOGO

DEUTSCHE STRATEGIC MUNICIPAL INCOME TRUST (“KSM” OR THE “FUND”)

PROXY FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD SEPTEMBER 20, 2017

PROXY CARD

PREFERRED SHARES

The undersigned hereby appoints John Millette, Caroline Pearson and Hepsen Uzcan, in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of the Fund which the undersigned is entitled to vote at the Joint Annual Meeting of Shareholders of the Fund to be held September 20, 2017 at 2:00 p.m. (Eastern time), at 60 Wall Street, New York, New York 10005, and at any adjournment(s) or postponement(s) thereof.

This proxy is solicited on behalf of the Board of Trustees of the Fund.

ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTEDFOR THE ELECTION OF ALL BOARD MEMBER NOMINEES.

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-800-337-3503

CHANGE OF ADDRESS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.

KSM_29102-080717_Pref


EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Joint Annual Meeting of Shareholders to Be Held on September 20, 2017.

The Proxy Statement and Proxy Card for this Meeting are available at:

https://www.proxy-direct.com/deu-29102

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:  

APROPOSALTHE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE ELECTION OF ALL BOARD MEMBER NOMINEES.

FORWITHHOLDFOR ALL
1.Election of Class III Board Members:Preferred Shares OnlyALLALLEXCEPT
01.  John W. Ballantine04.  Keith R. Fox
02.  Kenneth C. Froewiss05.  Paul K. Freeman
03.  Rebecca W. Rimel    
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.    LOGO  

KSM2 32899

 

  LOGO 

BAuthorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below

Note:Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

Date (mm/dd/yyyy) — Please print date belowSignature 1 — Please keep signature within the boxSignature 2 — Please keep signature within the box
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