N-CSR 1 ar123124ngf.htm THE NEW GERMANY FUND, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05983

The New Germany Fund, Inc.

(Exact Name of Registrant as Specified in Charter)

875 Third Avenue

New York, NY 10022-6225

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 454-4500

Diane Kenneally

100 Summer Street

Boston, MA 02110

(Name and Address of Agent for Service)

Date of fiscal year end: | 12/31
Date of reporting period: | 12/31/2024

Item 1. | Reports to Stockholders.
| (a)

December
31,
2024
Annual
Report
to
Shareholders
The
New
Germany
Fund,
Inc.
Ticker
Symbol:
GF
Contents
2
The
New
Germany
Fund,
Inc.
The
brand
DWS
represents
DWS
Group
GmbH
&
Co.
KGaA
and
any
of
its
subsidiaries
such
as
DWS
Distributors,
Inc.
which
offers
investment
products
or
DWS
Investment
Management
Americas,
Inc.
and
RREEF
America
L.L.C.
which
offer
advisory
services.
NOT
FDIC/NCUA
INSURED
NO
BANK
GUARANTEE
MAY
LOSE
VALUE
NOT
A
DEPOSIT
NOT
INSURED
BY
ANY
FEDERAL
GOVERNMENT
AGENCY
4
Letter
to
the
Shareholders
10
Performance
Summary
12
Schedule
of
Investments
17
Statement
of
Assets
and
Liabilities
18
Statement
of
Operations
19
Statements
of
Changes
in
Net
Assets
20
Financial
Highlights
21
Notes
to
Financial
Statements
29
Report
of
Independent
Registered
Public
Accounting
Firm
31
Tax
Information
31
Shares
Repurchased
and
Issued
32
Voluntary
Cash
Purchase
Program
and
Dividend
Reinvestment
Plan
37
Approval
of
Continuance
of
Investment
Advisory
Agreement
43
Investment
Objective,
Investment
Policies
and
Principal
Risks
53
Directors
and
Officers
of
the
Fund
59
Additional
Information
The
New
Germany
Fund,
Inc.
3
The
Fund
seeks
long-term
capital
appreciation
primarily
through
investment
in
middle-
market
German
equities.
Investments
in
funds
involve
risks,
including
the
loss
of
principal.
The
shares
of
most
closed-end
funds,
including
the
Fund,
are
not
continuously
offered.
Once
issued,
shares
of
closed-end
funds
are
bought
and
sold
in
the
open
market.
Shares
of
closed-end
funds
frequently
trade
at
a
discount
to
net
asset
value.
The
price
of
the
Fund’s
shares
is
determined
by
a
number
of
factors,
several
of
which
are
beyond
the
control
of
the
Fund.
Therefore,
the
Fund
cannot
predict
whether
its
shares
will
trade
at,
below,
or
above
net
asset
value.
This
Fund
is
diversified,
but
primarily
focuses
its
investments
in
Germany,
thereby
increasing
its
vulnerability
to
developments
in
that
country.
Investing
in
foreign
securities
presents
certain
risks,
such
as
currency
fluctuations,
political
and
economic
changes
and
market
risks.
Any
fund
that
concentrates
in
a
particular
segment
of
the
market
or
in
a
particular
geographical
region
will
generally
be
more
volatile
than
a
fund
that
invests
more
broadly.
The
United
States,
the
European
Union
(EU),
the
United
Kingdom,
and
other
countries
have
imposed
sanctions
in
response
to
the
Russian
military
and
other
actions
in
recent
years.
Russia,
in
turn,
has
imposed
sanctions
targeting
Western
individuals,
businesses
and
products.
The
various
sanctions
have
adversely
affected,
and
may
continue
to
adversely
affect,
not
only
the
Russian
economy
but
also
the
economies
of
many
countries
in
Europe,
including
Germany,
and
the
imposition
of
further
sanctions
may
materially
adversely
affect
the
value
of
securities
in
the
Fund’s
portffolio.
War,
terrorism,
sanctions,
economic
uncertainty,
trade
disputes,
public
health
crises,
natural
disasters,
climate
change
and
related
geopolitical
events
have
led
and,
in
the
future,
may
lead
to
significant
disruptions
in
U.S.
and
world
economies
and
markets,
which
may
lead
to
increased
market
volatility
and
may
have
significant
adverse
effects
on
the
Fund
and
its
investments.
Letter
to
the
Shareholders
(Unaudited)
4
The
New
Germany
Fund,
Inc.
Dear
Shareholder,
For
the
twelve-month
period
ended
December
31,
2024,
the
total
return
of
the
New
Germany
Fund,
Inc.
(the
“Fund”)
in
U.S.
dollars
(USD)
was
-10.98%
based
on
net
asset
value
and
-10.00%
based
on
market
price.
During
the
same
period,
the
total
return
in
USD
of
the
Fund’s
blended
benchmark
(a
custom
blend
of
the
MDAX
Index,
80%
weight,
and
the
SDAX
Index,
20%
weight)
was
-10.46%.
1
The
Fund’s
discount
to
net
asset
value
averaged
16.92%
for
the
period
from
January
1,
2024
to
December
31,
2024,
compared
with
an
average
discount
of
15.66%
for
the
same
period
a
year
earlier.
Following
a
strong
recovery
from
their
lows
in
2022
which
included
a
sharp
rally
to
close
2023,
German
small-
and
mid-cap
equities
experienced
a
weak
2024.
Entering
the
year,
German
economic
activity
indicators
remained
subdued,
with
the
composite
purchasing
manager
index
(PMI)
stagnating
at
a
contractionary
level
(below
50).
On
the
positive
side,
energy
prices
dropped
further
in
Germany
and
across
Europe,
as
gas
storage
remained
at
high
levels
throughout
the
winter.
This
led
to
further
declines
in
inflation,
with
March
German
headline
inflation
dropping
to
2.2%
on
a
year-over-year
basis
while
core
inflation
eased
slightly
to
3.2%.
The
second
quarter
saw
performance
for
German
small-
and
mid-cap
equities
continue
to
consolidate.
Economic
activity
indicators
recovered
slightly
during
the
quarter,
with
the
German
composite
PMI
rising
slightly
above
50,
driven
by
the
service
component.
Headline
inflation
in
Germany
stabilized
in
the
quarter
with
a
2.2%
reading
in
June,
while
core
inflation
fell
to
2.9%.
As
expected,
the
declines
in
inflation
in
Germany
and
across
Europe
enabled
the
European
Central
Bank
(ECB)
to
announce
an
initial
25
basis
point
(0.25%)
rate
cut
in
June.
Sentiment
briefly
turned
positive
late
in
the
third
quarter,
supported
by
Chinese
government
fiscal
stimulus
programs,
leading
German
small-
and
mid-cap
equities
to
finish
the
quarter
higher.
However,
economic
activity
indicators
declined
during
the
quarter,
with
the
German
composite
PMI
falling
to
47.5
in
September,
indicating
further
economic
contraction.
September
headline
inflation
in
Germany
fell
to
1.6%,
with
core
inflation
The
New
Germany
Fund,
Inc.
5
down
slightly
to
2.75%.
Easing
inflation
across
Europe
led
the
ECB
to
announce
an
additional
25
basis
point
rate
cut
in
September.
The
fourth
quarter
saw
German
small-
and
mid-cap
stocks
decline
significantly,
driven
by
persistent
weakness
in
economic
indicators.
The
composite
PMI
closed
the
year
at
48,
below
the
contraction
level
of
50,
reflecting
another
year
of
stagnation
for
the
German
economy.
German
inflation
rates
increased
slightly
over
the
final
quarter,
with
December
headline
inflation
of
2.7%,
while
core
inflation
increased
towards
3.1%
driven
by
persistent
services
inflation.
Still,
the
ECB
continued
to
ease
monetary
policy,
cutting
interest
rates
for
a
fourth
time
in
December
to
end
the
year
with
a
deposit
facility
rate
of
3.0%.
In
sector
terms,
positive
contributions
to
the
Fund’s
return
relative
to
the
benchmark
for
the
twelve
months
were
led
by
positioning
in
information
technology
along
with
an
overweight
to
communication
services
and
an
underweight
to
materials.
An
overweight
to
industrials
along
with
underweights
to
health
care
and
real
estate
weighed
most
heavily
on
relative
performance.
With
respect
to
individual
holdings,
the
Fund’s
overweight
in
Hensoldt
AG
(2.65%)
proved
additive,
as
the
sensor
and
optoelectronics
supplier
benefited
from
increased
defense
spending
in
Europe.
Overweight
positions
in
online
fashion
platform
About
You
Holding
SE
(1.10%)
and
webhosting
provider
IONOS
Group
SE
(1.93%)
also
contributed
positively
to
relative
performance.
About
You
has
benefited
from
improving
demand
Sector
Diversification
(As
a
%
of
Equity
Securities)
12/31/24
12/31/23
Industrials
34%
29%
Consumer
Discretionary
16%
11%
Communication
Services
13%
12%
Information
Technology
11%
13%
Materials
8%
10%
Real
Estate
6%
5%
Health
Care
4%
9%
Consumer
Staples
4%
5%
Financials
4%
4%
Utilities
–
2%
Energy
–
0%
100%
100%
6
The
New
Germany
Fund,
Inc.
in
the
fashion
industry
and
best-in
class
software
solutions
for
retailers,
which
led
main
competitor
Zalando
SE
to
buy
the
company
for
more
than
one
billion
euros.
IONOS
has
been
able
to
show
strong,
profitable
growth
due
to
price
increases
and
market
share
gains.
On
the
downside,
an
overweight
position
in
apparel
company
Hugo
Boss
AG
(0.88%)
weighed
on
relative
return
as
the
company
suffered
from
weakening
consumer
appetites
and
investor
sentiment
towards
premium/
luxury
goods.
A
lack
of
exposure
to
biotechnology
company
Morphosys
AG*
also
weighed
on
performance
as
the
loss-making
company
received
a
takeover
offer
from
pharmaceutical
company
Novartis
AG,
leading
to
a
jump
in
its
stock
price.
Market
Outlook
The
German
small-to-mid-cap
market
finished
2024
in
negative
territory
as
the
continued
stagnation
of
the
Germany
economy
overshadowed
generally
declining
inflation
and
lower
interest
rates
from
the
ECB.
For
2025,
we
continue
to
expect
only
a
modest
recovery
for
the
German
economy
after
the
stagnation
of
prior
years.
Much
will
depend
on
the
Ten
Largest
Equity
Holdings
at
December
31,
2024
(37.3%
of
Net
Assets)
Percent
1
.
Scout24
SE
4.9%
2
.
GEA
Group
AG
4.5%
3
.
Knorr-
Bremse
AG
4.5%
4
.
LEG
Immobilien
SE
3.6%
5
.
Nemetschek
SE
3.5%
6
.
FUCHS
SE
3.5%
7
.
TUI
AG
3.3%
8
.
Talanx
AG
3.2%
9
.
Puma
SE
3.
2
%
10
.
Delivery
Hero
SE
3.
1
%
Portfolio
holdings
and
characteristics
are
subject
to
change
and
not
indicative
of
future
portfolio
composition.
For
more
details
about
the
Fund’s
investments,
see
the
Schedule
of
Investments
commencing
on
page
11.
For
additional
information
about
the
Fund,
including
performance,
dividends,
presentations,
press
releases,
market
updates,
daily
NAV
and
shareholder
reports,
please
visit
dws.com.
The
New
Germany
Fund,
Inc.
7
outcome
of
the
German
election
in
February
and
to
what
extent
the
new
government
will
be
willing
to
implement
additional
fiscal
stimulus
despite
the
balanced
budget
amendment
passed
in
the
wake
of
the
2008
financial
crisis.
A
new
government
with
a
clear
majority
might
provide
much
needed
stability
and
support
for
consumers
and
companies,
potentially
improving
investor
sentiment.
Assuming
that
still
somewhat
persistent
core
inflation
does
not
pick
up
again,
further
ECB
rate
cuts
are
likely
over
the
next
12
months,
which
we
believe
should
support
the
economy
and
equity
market
valuations.
That
said,
some
form
of
“Goldilocks”
economy
featuring
both
falling
interest
rates
and
strong
growth
is
not
our
base
case
scenario
for
Germany.
Growth
will
also
depend
on
the
extent
of
continued
strength
in
the
U.S.
economy,
as
well
as
further
progress
in
the
Chinese
economic
recovery.
Additionally,
it
remains
to
be
seen
what
new
U.S.
tariffs
will
be
implemented
under
President
Trump
and
to
what
degree
that
might
hurt
the
German
economy.
Other
geopolitical
risks
include
the
potential
for
further
escalation
of
conflicts
in
the
Middle
East
and
Ukraine,
as
well
as
tensions
around
Taiwan.
On
the
positive
side,
a
further
easing
of
inflation
coupled
with
wage
increases
could
boost
consumer
sentiment
as
the
year
progresses.
Finally,
German
equity
market
valuations
are
not
excessive
and
the
small-
and
mid-cap
indices
are
still
trading
well
below
their
historical
highs.
Against
this
backdrop,
we
believe
a
portfolio
balanced
between
relatively
defensive
growth
stocks
with
attractive
valuations
and
high-quality
cyclicals
remains
appropriate.
The
Fund
is
overweight
the
communication
services
sector
which
features
companies
with
business
models
that
are
relatively
resilient
to
economic
downturns
and
often
offer
attractive
cash
flows.
On
the
more
cyclical
side,
the
Fund
is
overweight
the
industrials
sector,
focusing
on
companies
which
should
be
able
to
outgrow
the
broader
economy
due
to
strong
competitive
positioning
or
secular
growth
trends
such
as
industrial
re-shoring
or
automation.
Across
sectors
and
the
Fund’s
investment
universe,
we
are
emphasizing
high-quality
management
with
self-help
potential,
strong
pricing
power,
and
companies
benefiting
from
secular
trends.
Pricing
power
is
usually
driven
by
a
company’s
leading
market
position
and
is
essential
8
The
New
Germany
Fund,
Inc.
to
protecting
margins
and
earnings
quality.
Secular
trends
can
allow
companies
to
grow
revenues
even
in
times
of
lower
economic
growth
and
declining
inflation
rates.
Sincerely,
The
views
expressed
in
the
preceding
discussion
reflect
those
of
the
portfolio
management
team
generally
through
the
end
of
the
period
of
the
report
as
stated
on
the
cover.
The
management
team’s
views
are
subject
to
change
at
any
time
based
on
market
and
other
conditions
and
should
not
be
construed
as
recommendations.
Past
performance
is
no
guarantee
of
future
results.
Current
and
future
portfolio
holdings
are
subject
to
risk,
including
geopolitical
and
other
risks.
1
The
MDAX
I
ndex
is
a
total-return
index
of
50
mid-cap
issues
that
rank
below
the
DAX
I
ndex
.
The
SDAX
I
ndex
is
a
total-return
index
that
tracks
70
German
companies
from
all
industries
that
rank
directly
below
the
MDAX
equities
in
terms
of
market
capitalization
and
exchange
turnover.
The
DAX
I
ndex
is
a
total-return
index
of
40
selected
German
blue
chip
stocks
traded
on
the
Frankfurt
exchange.
Index
returns
do
not
reflect
any
fees
or
expenses
and
it
is
not
possible
to
invest
directly
in
the
blended
index
consisting
of
80%
MDAX
I
ndex
/
20%
SDAX
I
ndex
.
*
Not
held
at
December
31,
2024.
Leon
Cappel
Portfolio
Manager
Hepsen
Uzcan
Interested
Director,
President
and
Chief
Executive
Officer
The
New
Germany
Fund,
Inc.
9
Other
Information
-
Announcement
of
Portfolio
Manager
Change
Hansjoerg
Pack
will
replace
Leon
Cappel
as
the
Fund’s
portfolio
manager
effective
March
1,
2025.
The
Fund
noted
that
Mr.
Cappel
had
decided
to
resign
as
the
Fund's
portfolio
manager
for
personal
reasons,
and
that
the
Fund's
Deputy
Portfolio
Manager
would
continue
to
be
Juan
Barriobero
de
la
Pisa.
Mr.
Pack
joined
DWS
in
1997
and
has
extensive
portfolio
management
experience,
including
management
of
funds
with
significant
allocations
to
German
small
and
mid-cap
equity
securities,
including
DWS
Aktien
Strategie
Deutschland
(with
current
net
assets
of
over
EUR
2
billion)
from
2016
to
the
present.
Mr.
Pack
received
a
BA
in
Business
Administration
from
Sheffield
Hallam
University;
a
Master's
Degree
in
Economics
("Diplom-Volkswirt")
from
University
of
Duisburg-Essen;
and
is
a
CEFA
-
Certified
European
Financial
Analyst.
Performance
Summary
December
31,
2024
(Unaudited)
10
The
New
Germany
Fund,
Inc.
All
performance
shown
is
historical,
assumes
reinvestment
of
all
dividend
and
capital
gain
distributions,
and
does
not
guarantee
future
results.
Investment
return
and
net
asset
value
fluctuate
with
changing
market
conditions
so
that,
when
sold,
shares
may
be
worth
more
or
less
than
their
original
cost.
Current
performance
may
be
lower
or
higher
than
the
performance
data
quoted.
Please
visit
dws.com
for
the
most
recent
performance
of
the
Fund.
Fund
specific
data
and
performance
are
provided
for
informational
purposes
only
and
are
not
intended
for
trading
purposes.
Growth
of
an
Assumed
$10,000
Investment
Yearly
periods
ended
December
31
The
growth
of
$10,000
is
cumulative.
Average
Annual
Total
Returns
as
of
12/31/24
1-Year
5-Year
10-Year
Net
Asset
Value
(a)
(10.98)%
(1.17)%
5.94%
Market
Price
(a)
(10.00)%
(2.18)%
4.89%
Blended
index:
80%
German
Mid
Cap
Index
(MDAX)
/
20%
German
Small
Cap
Index
(SDAX)
(b)
(10.46)%
(2.68)%
3.18%
The
New
Germany
Fund,
Inc.
11
a
Total
return
based
on
net
asset
value
reflects
changes
in
the
Fund’s
net
asset
value
during
each
period.
Total
return
based
on
market
value
reflects
changes
in
market
value
during
each
period.
Each
figure
includes
reinvestments
of
income
and
capital
gain
distributions,
if
any,
at
market
prices
pursuant
to
the
dividend
reinvestment
plan.
Total
returns
based
on
net
asset
value
and
market
price
will
differ
depending
upon
the
level
of
any
discount
from
or
premium
to
net
asset
value
at
which
the
Fund’s
shares
trade
during
the
period.
Expenses
of
the
Fund
include
investment
advisory
and
administration
fees
and
other
fund
expenses.
Total
returns
shown
take
into
account
these
fees
and
expenses.
The
annualized
expense
ratio
of
the
Fund
for
the
year
ended
December
31,
2024
was
1.36%.
b
The
MDAX
Index
is
a
total-return
index
of
50
mid-cap
issues
that
rank
below
the
DAX
Index.
The
SDAX
Index
is
a
total-return
index
that
tracks
70
German
companies
from
all
industries
that
rank
directly
below
the
MDAX
equities
in
terms
of
market
capitalization
and
exchange
turnover.
The
DAX
Index
is
a
total-return
index
of
40
selected
German
blue
chip
stocks
traded
on
the
Frankfurt
exchange.
As
noted
in
the
“Change
to
the
Fund’s
Benchmark
Index”
section
of
the
Letter
to
Shareholders
in
this
report,
effective
September
2021
the
10
components
of
the
MDAX
Index
having
the
largest
market
capitalizations
transferred
to
the
DAX
Index,
resulting
in
the
MDAX
Index
having
50
components
and
the
DAX
Index
having
40
components.
Index
returns
do
not
reflect
any
fees
or
expenses
and
it
is
not
possible
to
invest
directly
in
the
blended
index
consisting
of
80%
MDAX
Index
/
20%
SDAX
Index.
Net
Asset
Value
and
Market
Price
As
of
12/31/24
As
of
12/31/23
Net
Asset
Value
$
9.42
$
10.66
Market
Price
$
7.80
$
8.74
Prices
and
Net
Asset
Value
fluctuate
and
are
not
guaranteed.
Distribution
Information
Per
Share
Twelve
Months
as
of
12/31/24:
Income
Distribution
$
0.07
Distributions
are
historical,
not
guaranteed
and
will
fluctuate.
Distributions
do
not
include
return
of
capital
or
other
non-income
sources.
Schedule
of
Investments
as
of
December
31,
2024
The
accompanying
notes
are
an
integral
part
of
the
financial
statements.
12
The
New
Germany
Fund,
Inc.
Shares
Value
($)
Germany
92.5%
Common
Stocks
87.7%
Aerospace
&
Defense
2.6%
Hensoldt
AG
113,000
4,037,287
Chemicals
3.5%
Evonik
Industries
AG
172,528
2,989,149
LANXESS
AG
47,500
1,159,924
Wacker
Chemie
AG
16,000
1,160,535
5,309,608
Commercial
Services
&
Supplies
2.4%
Bilfinger
SE
75,000
3,592,237
Construction
&
Engineering
1.1%
HOCHTIEF
AG
13,000
1,746,125
Consumer
Staples
Distribution
&
Retail
1.0%
HelloFresh
SE*
†
130,000
1,583,225
Diversified
Telecommunication
Services
0.9%
United
Internet
AG
(Registered)
85,000
1,379,367
Electrical
Equipment
0.5%
Nordex
SE*
64,000
746,958
Electronic
Equipment,
Instruments
&
Components
0.4%
Jenoptik
AG
28,500
662,308
Entertainment
2.6%
CTS
Eventim
AG
&
Co.
KGaA
47,000
3,974,167
Financial
Services
0.2%
GRENKE
AG
19,852
317,016
Ground
Transportation
0.8%
Sixt
SE
†
15,000
1,220,972
Health
Care
Equipment
&
Supplies
2.4%
Carl
Zeiss
Meditec
AG
30,000
1,414,215
Eckert
&
Ziegler
SE
45,000
2,073,789
Pentixapharm
Holding
AG*
30,000
91,651
3,579,655
Hotels,
Restaurants
&
Leisure
6.5%
Delivery
Hero
SE
''A''
144A*
171,000
4,802,616
TUI
AG*
580,000
5,014,209
9,816,825
Insurance
3.2%
Talanx
AG
58,000
4,934,323
The
accompanying
notes
are
an
integral
part
of
the
financial
statements.
The
New
Germany
Fund,
Inc.
13
Shares
Value
($)
Interactive
Media
&
Services
4.9%
Scout24
SE
144A
85,000
7,491,013
IT
Services
3.1%
Bechtle
AG
58,000
1,868,015
IONOS
Group
SE*
130,000
2,941,622
4,809,637
Life
Sciences
Tools
&
Services
1.7%
Evotec
SE*
†
81,130
688,529
Gerresheimer
AG
26,000
1,911,718
2,600,247
Machinery
19.5%
Deutz
AG
504,580
2,110,029
Duerr
AG
42,767
949,567
GEA
Group
AG
138,500
6,858,851
KION
Group
AG
51,000
1,682,705
Knorr-Bremse
AG
94,000
6,848,319
Krones
AG
23,000
2,858,256
Rational
AG
2,400
2,048,003
RENK
Group
AG
109,000
2,069,549
Traton
SE
56,000
1,620,921
Vossloh
AG
59,250
2,641,518
29,687,718
Media
2.3%
Stroeer
SE
&
Co.
KGaA
73,000
3,482,081
Metals
&
Mining
0.7%
thyssenkrupp
AG
278,000
1,128,843
Passenger
Airlines
2.8%
Deutsche
Lufthansa
AG
(Registered)
664,089
4,247,424
Professional
Services
0.4%
Amadeus
Fire
AG
7,400
583,188
Real
Estate
Management
&
Development
5.6%
LEG
Immobilien
SE
64,000
5,421,573
PATRIZIA
SE
†
52,822
432,149
TAG
Immobilien
AG*
180,000
2,676,819
8,530,541
Semiconductors
&
Semiconductor
Equipment
2.9%
AIXTRON
SE
73,000
1,150,614
Elmos
Semiconductor
SE
15,000
1,056,312
Siltronic
AG
15,000
722,331
SUSS
MicroTec
SE
29,000
1,461,076
4,390,333
The
accompanying
notes
are
an
integral
part
of
the
financial
statements.
14
The
New
Germany
Fund,
Inc.
Shares
Value
($)
Software
4.2%
Nemetschek
SE
55,000
5,331,269
TeamViewer
SE
144A*
97,908
967,700
6,298,969
Specialty
Retail
4.8%
About
You
Holding
SE*
†
250,000
1,675,083
Auto1
Group
SE
144A*
160,085
2,586,231
Fielmann
Group
AG
71,000
3,044,043
7,305,357
Textiles,
Apparel
&
Luxury
Goods
4.0%
HUGO
BOSS
AG
29,000
1,344,851
Puma
SE
105,000
4,823,618
6,168,469
Transportation
Infrastructure
0.8%
Fraport
AG
Frankfurt
Airport
Services
Worldwide*
†
20,000
1,211,652
Wireless
Telecommunication
Services
1.9%
Freenet
AG
99,000
2,823,522
Total
Common
Stocks
(Cost
$141,570,285)
133,659,067
Preferred
Stocks
4.8%
Chemicals
3.5%
FUCHS
SE
123,403
5,323,987
Machinery
1.3%
Jungheinrich
AG
73,000
1,939,865
Total
Preferred
Stocks
(Cost
$6,795,125)
7,263,852
Total
Germany
(Cost
$148,365,410)
140,922,919
Netherlands
3.1%
Common
Stocks
Consumer
Staples
Distribution
&
Retail
3.1%
Redcare
Pharmacy
NV
144A*
(Cost
$3,067,262)
35,000
4,773,598
Luxembourg
1.1%
Common
Stocks
Commercial
Services
&
Supplies
0.7%
Befesa
SA
144A
46,065
990,354
Media
0.4%
RTL
Group
SA
†
22,873
632,450
Total
Luxembourg
(Cost
$3,197,955)
1,622,804
The
accompanying
notes
are
an
integral
part
of
the
financial
statements.
The
New
Germany
Fund,
Inc.
15
Shares
Value
($)
Securities
Lending
Collateral
5.0%
DWS
Government
&
Agency
Securities
Portfolio
''DWS
Government
Cash
Institutional
Shares'',
4.39%
(Cost
$7,649,285)
(a)
(b)
7,649,285
7,649,285
Cash
Equivalents
3.5%
DWS
Central
Cash
Management
Government
Fund,
4.52%
(Cost
$5,330,334)
(b)
5,330,334
5,330,334
%
of
Net
Assets
Value
($)
Total
Investment
Portfolio
(Cost
$167,610,246)
105.2
160,298,940
Other
Assets
and
Liabilities,
Net
(5.2)
(7,921,945)
Net
Assets
100.0
152,376,995
A
summary
of
the
Fund’s
transactions
with
affiliated
investments
during
the
year
ended
December
31,
2024
are
as
follows:
Net
Change
Value
($)
at
12/31/2023
Purchases
Cost
($)
Sales
Proceeds
($)
Net
Real-
ized
Gain/
(Loss)
($)
in
Unreal-
ized
Appreci-
ation/
(Depreci-
ation)
($)
Income
($)
Capital
Gain
Distri-
butions
($)
Number
of
Shares
at
12/31/2024
Value
($)
at
12/31/2024
Securities
Lending
Collateral
5.0%
DWS
Government
&
Agency
Securities
Portfolio
''DWS
Government
Cash
Institutional
Shares'',
4.39%
(a)
(b)
5,067,060
2,582,225
(c)
–
–
–
21,897
–
7,649,285
7,649,285
Cash
Equivalents
3.5%
DWS
Central
Cash
Management
Government
Fund,
4.52%
(b)
527,370
33,057,444
28,254,480
–
–
86,135
–
5,330,334
5,330,334
5,594,430
35,639,669
28,254,480
–
–
108,032
–
12,979,619
12,979,619
The
accompanying
notes
are
an
integral
part
of
the
financial
statements.
16
The
New
Germany
Fund,
Inc.
Securities
are
listed
in
the
country
of
domicile.
For
purposes
of
the
Fund’s
investment
objective
policy
to
invest
in
German
companies,
non-Germany
domiciled
securities
may
qualify
as
German
companies
as
defined
in
the
Fund’s
Statement
of
Investment
Objectives,
Policies
and
Investment
Restrictions.
(d)
See
Schedule
of
Investments
for
additional
detailed
categorizations
.
*
Non-income
producing
security.
†
All
or
a
portion
of
these
securities
were
on
loan.
The
value
of
all
securities
loaned
at
December
31,
2024
amounted
to
$7,224,454,
which
is
4.7%
of
net
assets.
(a)
Represents
cash
collateral
held
in
connection
with
securities
lending.
Income
earned
by
the
Fund
is
net
of
borrower
rebates.
(b)
Affiliated
fund
managed
by
DWS
Investment
Management
Americas,
Inc.
The
rate
shown
is
the
annualized
seven-day
yield
at
period
end.
(c)
Represents
the
net
increase
(purchases
cost)
or
decrease
(sales
proceeds)
in
the
amount
invested
in
cash
collateral
for
the
period
ended
December
31,
2024.
144A:
Securities
exempt
from
registration
under
Rule
144A
of
the
Securities
Act
of
1933.
These
securities
may
be
resold
in
transactions
exempt
from
registration,
normally
to
qualified
institutional
buyers.
For
purposes
of
its
industry
concentration
policy,
the
Fund
classifies
issuers
of
portfolio
securities
at
the
industry
sub-group
level. Certain
of
the
categories
in
the
above
Schedule
of
Investments
consist
of
multiple
industry
sub-groups
or
industries.
Fair
Value
Measurements
Various
inputs
are
used
in
determining
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
three
broad
levels.
Level
1
includes
quoted
prices
in
active
markets
for
identical
securities.
Level
2
includes
other
significant
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds
and
credit
risk).
Level
3
includes
significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
level
assigned
to
the
securities
valuations
may
not
be
an
indication
of
the
risk
associated
with
investing
in
those
securities.
The
following
is
a
summary
of
the
inputs
used
as
of
December
31,
2024
in
valuing
the
Fund’s
investments.
For
information
on
the
Fund's
policy
regarding
the
valuation
of
investments,
please
refer
to
the
Security
Valuation
section
of
Note
A
in
the
accompanying
Notes
to
Financial
Statements.
Assets
Level
1
Level
2
Level
3
Total
Common
Stocks
and/or
Other
Equity
Investments
(d)
Germany
$
140,922,919
$
—
$
—
$
140,922,919
Netherlands
4,773,598
—
—
4,773,598
Luxembourg
1,622,804
—
—
1,622,804
Short-Term
Instruments
(d)
12,979,619
—
—
12,979,619
Total
$
160,298,940
$
—
$
—
$
160,298,940
Statement
of
Assets
and
Liabilities
The
accompanying
notes
are
an
integral
part
of
the
financial
statements.
The
New
Germany
Fund,
Inc.
17
*
Represents
collateral
on
securities
loaned.
as
of
December
31,
2024
Assets
Investments
in
non-affiliated
securities,
at
value
(cost
$154,630,627)
—
including
$7,224,454
of
securities
loaned
$
147,319,321
Investment
in
DWS
Central
Cash
Management
Government
Fund
(cost
$5,330,334)
5,330,334
Investment
in
DWS
Government
&
Agency
Securities
Portfolio
(cost
$7,649,285)
*
7,649,285
Foreign
currency,
at
value
(cost
$205,901)
205,901
Foreign
taxes
recoverable
592,104
Interest
receivable
14,782
Other
assets
28,909
Total
assets
161,140,636
Liabilities
Payable
upon
return
of
securities
loaned
7,649,285
Distributions
payable
779,865
Investment
advisory
fee
payable
93,271
Payable
for
investments
purchased
40,520
Administration
fee
payable
26,855
Payable
for
Directors'
fees
and
expenses
12,306
Accrued
expenses
and
other
liabilities
161,539
Total
liabilities
8,763,641
Net
assets
$
152,376,995
Net
Assets
Consist
of
Distributable
earnings
(loss)
(37,334,786)
Paid-in
capital
189,711,781
Net
assets
$
152,376,995
Net
Asset
Value
Net
assets
value
per
share
($152,376,995
÷
16,179,780
shares
of
common
stock
issued
and
outstanding,
$.001
par
value,
80,000,000
shares
authorized)
$
9.42
Statement
of
Operations
The
accompanying
notes
are
an
integral
part
of
the
financial
statements.
18
The
New
Germany
Fund,
Inc.
for
the
year
ended
December
31,
2024
Net
Investment
Income
Income:
Dividends
(net
of
foreign
withholding
taxes
of
$471,226)
$
3,135,624
Income
distributions
—
DWS
Central
Cash
Management
Government
Fund
86,135
Securities
lending
income,
net
of
borrower
rebates
21,897
Total
investment
income
3,243,656
Expenses:
Investment
advisory
fee
1,149,311
Administration
fee
333,104
Custody
and
accounting
fee
110,330
Services
to
shareholders
13,101
Reports
to
shareholders
and
shareholder
meeting
expenses
40,176
Directors'
fees
and
expenses
179,989
Legal
fees
231,569
Audit
and
tax
fees
66,307
NYSE
listing
fee
33,837
Insurance
70,369
Miscellaneous
35,861
Net
expenses
2,263,954
Net
investment
income
979,702
Realized
and
Unrealized
Gain
(Loss)
Net
realized
gain
(loss)
from:
Investments
(4,618,848)
Foreign
currency
25,036
Net
realized
gain
(loss)
(4,593,812)
Change
in
net
unrealized
appreciation
(depreciation)
on:
Investments
(16,565,539)
Foreign
currency
(32,539)
Change
in
net
unrealized
appreciation
(depreciation)
(16,598,078)
Net
gain
(loss)
(21,191,890)
Net
increase
(decrease)
in
net
assets
resulting
from
operations
$
(20,212,188)
Statements
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
the
financial
statements.
The
New
Germany
Fund,
Inc.
19
Increase
(Decrease)
in
Net
Assets
Years
Ended
December
31,
2024
2023
Operations:
Net
investment
income
(loss)
$
979,702
$
1,144,920
Net
realized
gain
(loss)
(4,593,812)
(15,786,924)
Change
in
net
unrealized
appreciation
(depreciation)
(16,598,078)
38,672,368
Net
increase
(decrease)
in
net
assets
resulting
from
operations
(20,212,188)
24,030,364
Distributions
to
shareholders
(1,171,318)
(1,183,647)
Fund
share
transactions:
Shares
repurchased
(5,027,322)
(5,414,200)
Net
increase
(decrease)
in
net
assets
from
Fund
share
transactions
(5,027,322)
(5,414,200)
Total
increase
(decrease)
in
net
assets
(26,410,828)
17,432,517
Net
assets
at
beginning
of
period
178,787,823
161,355,306
Net
assets
at
end
of
period
$
152,376,995
$
178,787,823
Other
Information
Shares
outstanding
at
beginning
of
period
16,773,780
17,391,480
Shares
repurchased
(594,000)
(617,700)
Shares
outstanding
at
end
of
period
16,179,780
16,773,780
Financial
Highlights
The
accompanying
notes
are
an
integral
part
of
the
financial
statements.
20
The
New
Germany
Fund,
Inc.
Years
Ended
December
31,
2024
2023
2022
2021
2020
Per
Share
Operating
Performance
Net
asset
value,
beginning
of
period
$
10.66
$
9.28
$
16.58
$
21.87
$
17.97
Income
(loss)
from
investment
operations:
Net
investment
income
(loss)
a
.0
6
.07
.05
(.04)
(.03)
Net
realized
and
unrealized
gain
(loss)
on
investments
and
foreign
currency
(1.
29
)
1.32
(6.4
5
)
.62
6.31
Total
from
investment
operations
(1.23)
1.39
(6.
40
)
.58
6.28
Less
distributions
from:
Net
investment
income
(.07)
(.07)
(.04)
(.08)
(
.00
)
*
Net
realized
gains
–
–
(.73)
(5.77)
(2.46)
Total
distributions
(.07)
(.07)
(.77)
(5.85)
(2.46)
Dilution
in
net
asset
value
from
dividend
reinvestment
–
–
(.1
5
)
(.11)
(.02)
Increase
resulting
from
share
repurchases
.06
.06
.02
.09
.10
Net
asset
value,
end
of
period
$
9.42
$
10.66
$
9.28
$
16.58
$
21.87
Market
value,
end
of
period
$
7.80
$
8.74
$
7.89
$
14.81
$
19.03
Total
Investment
Return
for
the
Period
b
Based
upon
market
value
(%)
(
10
.
00
)
11.6
9
(42.0
6
)
11
.
89
3
7
.
46
Based
upon
net
asset
value
(%)
(10.9
8
)
15.8
2
(39.
13
)
8
.
99
3
7
.
84
Ratios
to
Average
Net
Assets
Total
expenses
(%)
1.36
1.37
1.40
1.11
1.11
Net
investment
income
(loss)
(%)
.
5
9
.65
.49
(.16)
(.15)
Portfolio
turnover
(%)
35
46
55
49
57
Net
assets
at
end
of
period
($
thousands)
152,377
178,788
161,355
257,446
337,610
a
Based
on
average
shares
outstanding
during
the
period.
b
Total
investment
return
based
on
net
asset
value
reflects
changes
in
the
Fund's
net
asset
value
during
each
period.
Total
return
based
on
market
value
reflects
changes
in
market
value
during
each
period.
Each
figure
includes
reinvestments
of
dividend
and
capital
gain
distributions,
if
any,
at
market
prices
pursuant
to
the
dividend
reinvestment
plan.
These
figures
will
differ
depending
upon
the
level
of
any
discount
from
or
premium
to
net
asset
value
at
which
the
Fund's
shares
trade
during
the
period.
*
Amount
is
less
than
$.005
per
share.
The
New
Germany
Fund,
Inc.
21
Notes
to
Financial
Statements
A.
Accounting
Policies
The
New
Germany
Fund,
Inc.
(the
“Fund”)
is
registered
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“1940
Act”)
and
was
incorporated
in
Maryland
on
January
16,
1990
as
a
non-diversified,
closed-
end
management
investment
company.
The
Fund
commenced
investment
operations
on
January
30,
1990.
The
Fund
became
a
diversified
company
on
October
26,
2007.
The
preparation
of
financial
statements
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(“U.S.
GAAP”)
requires
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
and
disclosures
in
the
financial
statements.
Actual
results
could
differ
from
those
estimates.
The
Fund
qualifies
as
an
investment
company
under
Topic
946
of
Accounting
Standards
Codification
of
U.S.
GAAP.
The
following
is
a
summary
of
significant
accounting
policies
followed
by
the
Fund
in
the
preparation
of
its
financial
statements.
Operating
Segment.
In
this
reporting
period,
the
Fund
adopted
FASB
Accounting
Standards
Update
2023-07,
Segment
Reporting
(Topic
280)
-
Improvements
to
Reportable
Segment
Disclosures
(“ASU
2023-07”).
Adoption
of
the
new
standard
impacted
financial
statement
disclosures
only
and
did
not
affect
the
Fund’s
financial
position
or
the
results
of
its
operations.
An
operating
segment
is
defined
in
Topic
280
as
a
component
of
a
public
entity
that
engages
in
business
activities
from
which
it
may
recognize
revenues
and
incur
expenses,
has
operating
results
that
are
regularly
reviewed
by
the
public
entity’s
chief
operating
decision
maker
(CODM)
to
make
decisions
about
resources
to
be
allocated
to
the
segment
and
assess
its
performance,
and
has
discrete
financial
information
available.
The
President
and
Chief
Operating
Officer,
acts
as
the
Fund’s
CODM.
The
Fund
represents
a
single
operating
segment,
as
the
CODM
monitors
the
operating
results
of
the
Fund
as
a
whole
and
the
Fund’s
long-term
strategic
asset
allocation
is
pre-determined
in
accordance
with
the
terms
of
its
Investment
Objective,
Investment
Policies
and
Principal
Risks,
based
on
a
defined
investment
strategy
which
is
executed
by
the
Fund’s
portfolio
managers
as
a
team.
The
financial
information
in
the
form
of
the
Fund’s
portfolio
composition,
total
returns,
expense
ratios
and
changes
in
net
asset
(i.e.,
changes
in
net
assets
resulting
from
operations),
which
are
used
by
the
CODM
to
assess
the
segment’s
performance
versus
the
Fund’s
comparative
benchmarks
and
to
make
resource
allocation
decisions
for
the
Fund’s
single
segment,
is
consistent
with
that
presented
within
the
Fund’s
financial
statements.
Segment
assets
are
reflected
on
the
accompanying
statement
of
Assets
and
Liabilities
as
“total
assets”
and
results
of
operations
and
significant
segment
expenses
are
listed
on
the
accompanying
Statement
of
Operations.
22
The
New
Germany
Fund,
Inc.
Security
Valuation.
The
Fund
calculates
its
net
asset
value
(“NAV”)
per
share
for
publication
at
the
close
of
regular
trading
on
Deutsche
Börse
XETRA,
normally
at
11:30
a.m.,
New
York
time.
The
Fund’s
Board
has
designated
DWS
International
GmbH
(the
“Advisor”)
as
the
valuation
designee
for
the
Fund
pursuant
to
Rule
2a-5
under
the
1940
Act.
The
Advisor’s
Pricing
Committee
(the
“Pricing
Committee”)
typically
values
securities
using
readily
available
market
quotations
or
prices
supplied
by
independent
pricing
services
(which
are
considered
fair
values
under
Rule
2a-5).
The
Advisor
has
adopted
fair
valuation
procedures
that
provide
methodologies
for
fair
valuing
securities.
Various
inputs
are
used
in
determining
the
value
of
the
Fund’s
investments.
These
inputs
are
summarized
in
three
broad
levels.
Level
1
includes
quoted
prices
in
active
markets
for
identical
securities.
Level
2
includes
other
significant
observable
inputs
(including
quoted
prices
for
similar
securities,
interest
rates,
prepayment
speeds
and
credit
risk).
Level
3
includes
significant
unobservable
inputs
(including
the
Fund’s
own
assumptions
in
determining
the
fair
value
of
investments).
The
level
assigned
to
the
securities
valuations
may
not
be
an
indication
of
the
risk
or
liquidity
associated
with
investing
in
those
securities.
Equity
securities
are
valued
at
the
most
recent
sale
price
or
official
closing
price
reported
on
the
exchange
(U.S.
or
foreign)
or
over-the-counter
market
on
which
they
trade
prior
to
the
time
of
valuation.
Securities
for
which
no
sales
are
reported
are
valued
at
the
calculated
mean
between
the
most
recent
bid
and
asked
quotations
on
the
relevant
market
or,
if
a
mean
cannot
be
determined,
at
the
most
recent
bid
quotation.
Equity
securities
are
generally
categorized
as
Level
1.
Investments
in
open-end
investment
companies
are
valued
and
traded
at
their
NAV
each
business
day
and
are
categorized
as
Level
1.
Securities
and
other
assets
for
which
market
quotations
are
not
readily
available
or
for
which
the
above
valuation
procedures
are
deemed
not
to
reflect
fair
value
are
valued
in
a
manner
that
is
intended
to
reflect
their
fair
value
as
determined
in
accordance
with
procedures
approved
by
the
Board
and
are
generally
categorized
as
Level
3.
In
accordance
with
the
Fund’s
valuation
procedures,
factors
considered
in
determining
value
may
include,
but
are
not
limited
to,
the
type
of
the
security;
the
size
of
the
holding;
the
initial
cost
of
the
security;
the
existence
of
any
contractual
restrictions
on
the
security’s
disposition;
the
price
and
extent
of
public
trading
in
similar
securities
of
the
issuer
or
of
comparable
companies;
quotations
or
evaluated
prices
from
broker-dealers
and/or
the
appropriate
stock
exchange
(for
exchange-traded
securities);
an
analysis
of
the
company’s
or
issuer’s
financial
statements;
an
evaluation
of
the
forces
that
influence
the
issuer
and
the
market(s)
in
which
the
security
is
purchased
and
sold;
and,
with
respect
to
debt
securities,
the
maturity,
The
New
Germany
Fund,
Inc.
23
coupon,
creditworthiness,
currency
denomination,
and
the
movement
of
the
market
in
which
the
security
is
normally
traded.
The
value
determined
under
these
procedures
may
differ
from
published
values
for
the
same
securities.
Disclosure
about
the
classification
of
the
fair
value
measurements
is
included
in
a
table
following
the
Fund’s
Schedule
of
Investments.
Securities
Transactions
and
Investment
Income.
Investment
transactions
are
accounted
for
on
a
trade
date
plus
one
basis
for
daily
NAV
calculation.
However,
for
financial
reporting
purposes,
investment
security
transactions
are
reported
on
trade
date.
Interest
income
is
recorded
on
the
accrual
basis.
Dividend
income
is
recorded
on
the
ex-dividend
date
net
of
foreign
withholding
taxes.
Certain
dividends
from
foreign
securities
may
be
recorded
subsequent
to
the
ex-dividend
date
as
soon
as
the
Fund
is
informed
of
such
dividends.
Realized
gains
and
losses
from
investment
transactions
are
recorded
on
an
identified
cost
basis.
Proceeds
from
litigation
payments,
if
any,
are
included
in
net
realized
gain
(loss)
for
investments.
Securities
Lending.
National
Financial
Services
LLC
(Fidelity
Agency
Lending),
as
lending
agent,
lends
securities
of
the
Fund
to
certain
financial
institutions
under
the
terms
of
its
securities
lending
agreement.
During
the
term
of
the
loans,
the
Fund
continues
to
receive
interest
and
dividends
generated
by
the
securities
and
to
participate
in
any
changes
in
their
market
value.
The
Fund
requires
the
borrowers
of
the
securities
to
maintain
collateral
with
the
Fund
consisting
of
either
cash
or
liquid,
unencumbered
assets
having
a
value
at
least
equal
to
the
value
of
the
securities
loaned.
When
the
collateral
falls
below
specified
amounts,
the
securities
lending
agent
will
use
its
best
effort
to
obtain
additional
collateral
on
the
next
business
day
to
meet
required
amounts
under
the
securities
lending
agreement.
As
of
period
end,
any
securities
on
loan
were
collateralized
by
cash.
During
the
year
ended
December
31,
2024,
the
Fund
invested
the
cash
collateral
into
a
joint
trading
account
in
affiliated
money
market
funds,
including
DWS
Government
&
Agency
Securities
Portfolio,
managed
by
DWS
Investment
Management
Americas,
Inc.
DWS
Investment
Management
Americas,
Inc.
receives
a
management/
administration
fee
(0.13%
annualized
effective
rate
as
of
December
31,
2024)
on
the
cash
collateral
invested
in
DWS
Government
&
Agency
Securities
Portfolio.
The
Fund
receives
compensation
for
lending
its
securities
either
in
the
form
of
fees
or
by
earning
interest
on
invested
cash
collateral
net
of
borrower
rebates
and
fees
paid
to
a
securities
lending
agent.
Either
the
Fund
or
the
borrower
may
terminate
the
loan
at
any
time
and
the
borrower,
after
notice,
is
required
to
return
borrowed
securities
within
a
standard
time
period.
There
may
be
risks
of
delay
and
costs
in
recovery
of
securities
or
even
loss
of
rights
in
the
collateral
should
the
borrower
of
the
securities
fail
financially.
If
the
Fund
is
not
able
to
24
The
New
Germany
Fund,
Inc.
recover
securities
lent,
the
Fund
may
sell
the
collateral
and
purchase
a
replacement
investment
in
the
market,
incurring
the
risk
that
the
value
of
the
replacement
security
is
greater
than
the
value
of
the
collateral.
The
Fund
is
also
subject
to
all
investment
risks
associated
with
the
reinvestment
of
any
cash
collateral
received,
including,
but
not
limited
to,
interest
rate,
credit
and
liquidity
risk
associated
with
such
investments.
As
of
December
31,
2024,
the
Fund
had
securities
on
loan
which
were
classified
as
common
stock
in
the
Schedule
of
Investments.
The
value
of
the
related
collateral
exceeded
the
value
of
the
securities
loaned
at
period
end.
As
of
period
end,
the
remaining
contractual
maturity
of
the
collateral
agreements
were
overnight
and
continuous.
Foreign
Currency
Translation.
The
books
and
records
of
the
Fund
are
maintained
in
United
States
dollars.
Assets
and
liabilities
denominated
in
foreign
currency
are
translated
into
United
States
dollars
at
the
prevailing
exchange
rates
at
period
end.
Purchases
and
sales
of
investment
securities,
income
and
expenses
are
translated
at
the
rate
of
exchange
prevailing
on
the
respective
dates
of
such
transactions.
Net
realized
and
unrealized
gains
and
losses
on
foreign
currency
transactions
represent
net
gains
and
losses
between
trade
and
settlement
dates
on
securities
transactions,
the
acquisition
and
disposition
of
foreign
currencies,
and
the
difference
between
the
amount
of
net
investment
income
accrued
and
the
U.S.
dollar
amount
actually
received.
The
portion
of
both
realized
and
unrealized
gains
and
losses
on
investments
that
results
from
fluctuations
in
foreign
currency
exchange
rates
is
not
separately
disclosed
but
is
included
with
net
realized
and
unrealized
gain/appreciation
and
loss/depreciation
on
investments.
At
December
31,
2024,
the
exchange
rate
was
EUR
€1.00
to
USD
$1.04.
Contingencies.
In
the
normal
course
of
business,
the
Fund
may
enter
into
contracts
with
service
providers
that
contain
general
indemnification
clauses.
The
Fund’s
maximum
exposure
under
these
arrangements
is
unknown,
as
this
would
involve
future
claims
that
may
be
made
against
the
Fund
that
have
not
yet
occurred.
However,
based
on
experience,
the
Fund
expects
the
risk
of
loss
to
be
remote.
Taxes.
The
Fund’s
policy
is
to
comply
with
the
requirements
of
the
Internal
Revenue
Code
of
1986,
as
amended,
which
are
applicable
to
regulated
investment
companies,
and
to
distribute
all
of
its
taxable
income
to
its
shareholders.
Additionally,
the
Fund
may
be
subject
to
taxes
imposed
by
the
governments
of
countries
in
which
it
invests.
Such
taxes
are
generally
based
on
income
and/or
capital
gains
earned
or
repatriated.
Estimated
tax
liabilities
on
certain
foreign
securities
are
recorded
on
an
accrual
basis
and
are
reflected
as
components
of
interest
income
or
net
change
in
The
New
Germany
Fund,
Inc.
25
unrealized
gain/loss
on
investments.
Tax
liabilities
realized
as
a
result
of
security
sales
are
reflected
as
a
component
of
net
realized
gain/loss
on
investments.
At
December
31,
2024,
the
Fund
had
a
net
tax
basis
capital
loss
carryforward
of
approximately
$29,049,000,
which
may
be
applied
against
realized
net
taxable
capital
gains
indefinitely,
including
short-term
losses
($10,857,000)
and
long-term
losses
($18,192,000).
The
Fund
has
reviewed
the
tax
positions
for
the
open
tax
years
as
of
December
31,
2024
and
has
determined
that
no
provision
for
income
tax
and/or
uncertain
tax
positions
is
required
in
the
Fund’s
financial
statements.
The
Fund’s
federal
tax
returns
for
the
prior
three
fiscal
years
remain
open
subject
to
examinations
by
the
Internal
Revenue
Service.
Dividends
and
Distributions
to
Shareholders.
The
Fund
records
dividends
and
distributions
to
its
shareholders
on
the
ex-dividend
date.
The
timing
and
character
of
certain
income
and
capital
gain
distributions
are
determined
annually
in
accordance
with
United
States
federal
income
tax
regulations,
which
may
differ
from
accounting
principles
generally
accepted
in
the
United
States
of
America.
These
differences
primarily
relate
to
investments
in
certain
securities
sold
at
a
loss
and
income
related
to
restructuring
of
certain
securities.
The
Fund
may
utilize
a
portion
of
the
proceeds
from
capital
share
repurchases
as
a
distribution
from
net
investment
income
and
realized
capital
gains.
As
a
result,
net
investment
income
(loss)
and
net
realized
gain
(loss)
on
investment
transactions
for
a
reporting
period
may
differ
significantly
from
distributions
during
such
period.
Accordingly,
the
Fund
may
periodically
make
reclassifications
among
certain
of
its
capital
accounts
without
impacting
the
NAV
of
the
Fund.
At
December
31,
2024,
the
Fund’s
components
of
distributable
earnings
(accumulated
losses)
on
a
tax
basis
were
as
follows:
At
December
31,
2024,
the
aggregate
cost
of
investments
for
federal
income
tax
purposes
was
$168,752,306.
The
net
unrealized
depreciation
for
all
investments
based
on
tax
cost
was
$8,453,366.
This
consisted
of
aggregate
gross
unrealized
appreciation
for
all
investments
for
which
there
was
an
excess
of
value
over
tax
cost
of
$22,520,209
and
aggregate
gross
unrealized
depreciation
for
all
investments
for
which
there
was
an
excess
of
tax
cost
over
value
of
$30,973,575.
Undistributed
ordinary
income
$
222,916
Capital
loss
carryforwards
$
(29,049,000)
Net
unrealized
appreciation
(depreciation)
$
(8,453,366)
26
The
New
Germany
Fund,
Inc.
In
addition,
the
tax
character
of
distributions
paid
to
shareholders
by
the
Fund
is
summarized
as
follows:
*
For
tax
purposes,
short-term
capital
gain
is
considered
ordinary
income.
B.
Investment
Advisory
and
Administration
Agreements
The
Fund
is
party
to
an
Investment
Advisory
Agreement
with
DWS
International
GmbH
(“DWSI”).
The
Fund
also
has
an
Administration
Agreement
with
DWS
Investment
Management
Americas,
Inc.
(“DIMA”).
DWSI
and
DIMA
are
affiliated
companies.
Under
the
Investment
Advisory
Agreement
with
DWSI,
DWSI
directs
the
investments
of
the
Fund
in
accordance
with
its
investment
objectives,
policies
and
restrictions.
DWSI
determines
the
securities,
instruments
and
other
contracts
relating
to
investments
to
be
purchased,
sold
or
entered
into
by
the
Fund.
The
Investment
Advisory
Agreement
provides
DWSI
with
a
fee,
computed
weekly
and
payable
monthly,
at
the
annual
rate
of
0.75%
of
the
Fund’s
average
weekly
net
assets
up
to
and
including
$100
million,
0.60%
of
such
assets
in
excess
of
$100
million
and
up
to
and
including
$500
million,
and
0.55%
of
such
assets
in
excess
of
$500
million.
Accordingly,
for
the
year
ended
December
31,
2024,
the
fee
pursuant
to
the
Investment
Advisory
Agreement
was
equivalent
to
an
annual
rate
of
0.69%
of
the
Fund’s
average
weekly
net
assets.
Under
the
Administration
Agreement
with
DIMA,
DIMA
provides
certain
fund
administration
services
to
the
Fund.
The
Administration
Agreement
provides
DIMA
with
an
annual
fee,
computed
weekly
and
payable
monthly,
of
0.20%
of
the
Fund’s
average
weekly
net
assets.
C.
Transactions
with
Affiliates
DWS
Service
Company
(“DSC”),
an
affiliate
of
DIMA,
is
the
transfer
agent,
dividend-paying
agent
and
shareholder
service
agent
of
the
Fund.
Pursuant
to
a
sub-transfer
agency
agreement
between
DSC
and
SS&C
GIDS,
Inc.
(“SS&C”),
DSC
has
delegated
certain
transfer
agent
and
dividend-paying
agent
functions
to
SS&C.
DSC
compensates
SS&C
out
of
the
fee
it
receives
from
the
Fund.
For
the
year
ended
December
31,
2024,
the
amount
charged
to
the
Fund
by
DSC
included
in
the
Statement
of
Operations
under
“Services
to
shareholders”
aggregated
$12,000,
of
which
$1,000
is
unpaid.
Years
Ended
December
31,
2024
2023
Distributions
from
ordinary
income*
$
1,171,318
$
1,183,647
The
New
Germany
Fund,
Inc.
27
Under
an
agreement
with
the
Fund,
DIMA
is
compensated
for
providing
certain
pre-press
and
regulatory
filing
services
to
the
Fund.
For
the
year
ended
December
31,
2024,
the
amount
charged
to
the
Fund
by
DIMA
included
in
the
Statement
of
Operations
under
“Reports
to
shareholders
and
shareholder
meeting
expenses”
aggregated
$1,329,
of
which
$920
is
unpaid.
Deutsche
Bank
AG,
the
majority
shareholder
in
the
DWS
Group,
and
its
affiliates
may
receive
brokerage
commissions
as
a
result
of
executing
agency
transactions
in
portfolio
securities
on
behalf
of
the
Fund,
that
the
Board
determined
were
effected
in
compliance
with
the
Fund’s
Rule
17e-1
procedures.
For
the
year
ended
December
31,
2024,
Deutsche
Bank
did
not
receive
brokerage
commissions
from
the
Fund.
Certain
Officers
of
the
Fund
are
also
officers
of
DIMA.
The
Fund
pays
each
Director
who
is
not
an
“interested
person”
of
DIMA
or
DWS
International
GmbH
retainer
fees
plus
specified
amounts
for
attended
board
and
committee
meetings.
The
Fund
may
invest
cash
balances
in
DWS
Central
Cash
Management
Government
Fund,
which
is
managed
by
DIMA.
The
Fund
indirectly
bears
its
proportionate
share
of
the
expenses
of
DWS
Central
Cash
Management
Government
Fund.
DWS
Central
Cash
Management
Government
Fund
does
not
pay
DIMA
an
investment
management
fee.
DWS
Central
Cash
Management
Government
Fund
seeks
maximum
current
income
to
the
extent
consistent
with
stability
of
principal.
D.
Portfolio
Securities
Purchases
and
sales
of
investment
securities,
excluding
short-term
investments,
for
the
year
ended
December
31,
2024
were
$56,811,928
and
$67,698,055,
respectively.
E.
Capital
During
the
year
ended
December
31,
2024
and
the
year
ended
December
31,
2023,
the
Fund
purchased
594,000
and
617,700
of
its
shares
of
common
stock
on
the
open
market
at
a
total
cost
of
$5,027,322
and
$5,414,200
($8.46
and
$8.77
average
per
share),
respectively.
The
average
discount
of
these
purchased
shares,
comparing
the
purchase
price
to
the
NAV
per
share
at
the
time
of
purchase,
was
17.16%
and
15.39%,
respectively.
There
were
no
reinvestments
during
the
year
ended
December
31,
2024
and
the
year
ended
December
31,
2023.
28
The
New
Germany
Fund,
Inc.
F.
Share
Repurchases
On
July
28,
2023,
the
Fund
announced
that
the
Board
of
Directors
approved
an
extension
of
the
current
repurchase
authorization
permitting
the
Fund
to
repurchase
up
to
1,710,430
shares
during
the
period
from
August
1,
2023
through
July
31,
2024.
The
Fund
repurchased
847,300
shares
between
August
1,
2023
and
July
31,
2024.
On
July
25,
2024,
the
Fund
announced
that
the
Board
of
Directors
approved
an
extension
of
the
current
repurchase
authorization
permitting
the
Fund
to
continue
to
purchase
outstanding
shares
of
its
common
stock
in
open-market
transactions
over
the
twelve-month
period
from
August
1,
2024
through
July
31,
2025.
The
Fund
repurchased
31,500
shares
between
August
1,
2024
and
December
31,
2024.
Repurchases
will
be
made
when
the
Fund’s
shares
trade
at
a
discount
to
net
asset
value
(“NAV”)
and
such
purchases
are
deemed
to
be
in
the
best
interests
of
the
Fund.
The
amount
and
timing
of
the
repurchases
will
be
at
the
discretion
of
DIMA,
the
Funds’
administrator,
and
subject
to
market
conditions
and
investment
considerations.
There
can
be
no
assurance
that
the
Fund’s
repurchases
will
reduce
the
spread
between
the
market
price
of
the
Fund’s
shares
referred
to
below
and
its
NAV
per
share.
Monthly
updates
concerning
the
Fund’s
repurchase
program
are
available
on
its
Web
site
at
dws.com
.
G.
Concentration
of
Ownership
From
time
to
time,
the
Fund
may
have
a
concentration
of
several
shareholder
accounts
holding
a
significant
percentage
of
shares
outstanding.
Investment
activities
of
these
shareholders
could
have
a
material
impact
on
the
Fund.
At
December
31,
2024,
there
were
four
shareholders
that
held
approximately
14%,
10%,
10%
and
9%
respectively,
of
the
outstanding
shares
of
the
Fund.
Report
of
Independent
Registered
Public
Accounting
Firm
The
New
Germany
Fund,
Inc.
29
To
the
Board
of
Directors
and
Shareholders
of
The
New
Germany
Fund,
Inc.:
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities
of
The
New
Germany
Fund,
Inc.
(the
“Fund”),
including
the
schedule
of
investments
as
of
December
31,
2024,
and
the
related
statement
of
operations
for
the
year
then
ended,
the
statements
of
changes
in
net
assets
for
each
of
the
two
years
in
the
period
then
ended,
the
financial
highlights
for
each
of
the
five
years
in
the
period
then
ended
and
the
related
notes
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
at
December
31,
2024,
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
two
years
in
the
period
then
ended
and
its
financial
highlights
for
each
of
the
five
years
in
the
period
then
ended,
in
conformity
with
U.S.
generally
accepted
accounting
principles.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(“PCAOB”)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
The
Fund
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
the
Fund’s
internal
control
over
financial
reporting.
As
part
of
our
audits,
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting,
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Fund’s
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
30
The
New
Germany
Fund,
Inc.
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
December
31,
2024,
by
correspondence
with
the
custodian,
brokers,
and
others;
when
replies
were
not
received
from
brokers and others,
we
performed
other
auditing
procedures.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
We
have
served
as
the
auditor
of
one
or
more
investment
companies
in
the
DWS
family
of
funds
since
at
least
1979,
but
we
are
unable
to
determine
the
specific
year.
Boston,
Massachusetts
February
24,
2025
The
New
Germany
Fund,
Inc.
31
Tax
Information
(Unaudited)
For
federal
Income
tax
purposes,
the
Fund
designates
$3,527,603,
or
the
maximum
amount
allowable
under
tax
law,
as
qualified
dividend
income.
The
Fund
paid
foreign
taxes
of
$469,241
and
earned
$1,395,428
of
foreign
source
income
during
the
year
ended
December
31,
2024.
Pursuant
to
Section
853
of
the
Internal
Revenue
Code,
the
Fund
designates
$0.0290
per
share
as
foreign
taxes
paid
and
$0.0862
per
share
as
income
earned
from
foreign
sources
for
the
year
ended
December
31,
2024.
Please
consult
a
tax
advisor
if
you
have
questions
about
federal
or
state
income
tax
laws,
or
on
how
to
prepare
your
tax
returns.
If
you
have
specific
questions
about
your
account,
please
call
(800)
728-3337.
The
Fund
elected
to
be
subject
to
the
statutory
calculation,
notification
and
publication
requirements
of
the
German
Investment
Tax
Act
(Investmentsteuergesetz)
(the
“Act”)
for
the
fiscal
year
ended
December
31,
2023
and
intends
to
elect
to
be
subject
to
the
Act
for
the
fiscal
year
ending
December
31,
2024.
This
election
allows
investors
based
in
Germany
to
invest
in
the
Fund
without
adverse
tax
consequences.
Shares
Repurchased
and
Issued
(Unaudited)
The
Fund
has
been
purchasing
shares
of
its
common
stock
in
the
open
market
and
has
also
purchased
shares
pursuant
to
tender
offers.
Shares
repurchased
in
the
open
market,
shares
issued
for
dividend
reinvestment,
and
shares
tendered
and
accepted
for
the
past
five
years
are
as
follows:
j
Years
Ended
December
31,
2024
2023
2022
2021
2020
Shares
repurchased
594,000
617,700
261,300
568,687
587,813
Shares
issued
for
dividend
reinvestment
—
—
2,122,125
660,127
156,925
Voluntary
Cash
Purchase
Program
and
Dividend
Reinvestment
Plan
(Unaudited)
32
The
New
Germany
Fund,
Inc.
The
Fund
offers
shareholders
a
Voluntary
Cash
Purchase
Program
and
Dividend
Reinvestment
Plan
(“Plan”)
which
provides
for
optional
cash
purchases
and
for
the
automatic
reinvestment
of
dividends
and
distributions
payable
by
the
Fund
in
additional
Fund
shares.
A
more
complete
description
of
the
Plan
is
provided
in
the
Plan
brochure
available
from
DWS
Service
Company,
the
transfer
agent
(the
“Transfer
Agent”),
P.O.
Box
219066,
Kansas
City,
Missouri
64105
(telephone
1-800-GERMANY
(1-
800-437-6269)).
SS&C
GIDS,
Inc.
(the
“Plan
Agent”)
acts
as
the
plan
agent
under
the
Plan.
A
shareholder
should
read
the
Plan
brochure
carefully
before
enrolling
in
the
Plan.
Under
the
Plan,
participating
shareholders
(“Plan
Participants”)
appoint
the
Transfer
Agent
to
receive
or
invest
Fund
distributions
as
described
below
under
“Reinvestment
of
Fund
Shares.”
In
addition,
Plan
Participants
may
make
optional
cash
purchases
through
the
Transfer
Agent
as
often
as
once
a
month
as
described
below
under
“Voluntary
Cash
Purchases.”
There
is
no
charge
to
Plan
Participants
for
participating
in
the
Plan,
although
when
shares
are
purchased
under
the
Plan
by
the
Plan
Agent
on
the
New
York
Stock
Exchange
or
otherwise
on
the
open
market,
each
Plan
Participant
will
pay
a
pro
rata
share
of
brokerage
commissions
incurred
in
connection
with
such
purchases,
as
described
below
under
“Reinvestment
of
Fund
Shares”
and
“Voluntary
Cash
Purchases.”
Reinvestment
of
Fund
Shares.
Whenever
the
Fund
declares
a
capital
gain
distribution,
an
income
dividend
or
a
return
of
capital
distribution
payable,
at
the
election
of
shareholders,
either
in
cash
or
in
Fund
shares,
or
payable
only
in
cash,
the
Transfer
Agent
shall
automatically
elect
to
receive
Fund
shares
for
the
account
of
each
Plan
Participant.
Whenever
the
Fund
declares
a
capital
gain
distribution,
an
income
dividend
or
a
return
of
capital
distribution
payable
only
in
cash
and
the
net
asset
value
per
share
of
the
Fund’s
common
stock
equals
or
is
less
than
the
market
price
per
share
on
the
valuation
date
(the
“Market
Parity
or
Premium”),
the
Transfer
Agent
shall
apply
the
amount
of
such
dividend
or
distribution
payable
to
a
Plan
Participant
to
the
purchase
from
the
Fund
of
Fund
Shares
for
a
Plan
Participant’s
account,
except
that
if
the
Fund
does
not
offer
shares
for
such
purpose
because
it
concludes
Securities
Act
registration
would
be
required
and
such
registration
cannot
be
timely
effected
or
is
not
otherwise
a
cost-effective
alternative
for
the
Fund,
then
the
Transfer
Agent
shall
follow
the
procedure
described
in
the
next
paragraph.
The
number
of
additional
shares
to
be
credited
to
a
Plan
Participant’s
account
shall
be
determined
by
dividing
the
dollar
amount
of
The
New
Germany
Fund,
Inc.
33
the
distribution
payable
to
a
Plan
Participant
by
the
net
asset
value
per
share
of
the
Fund’s
common
stock
on
the
valuation
date,
or
if
the
net
asset
value
per
share
is
less
than
95%
of
the
market
price
per
share
on
such
date,
then
by
95%
of
the
market
price
per
share.
The
valuation
date
will
be
the
payable
date
for
such
dividend
or
distribution.
Whenever
the
Fund
declares
a
capital
gains
distribution,
an
income
dividend
or
a
return
of
capital
distribution
payable
only
in
cash
and
the
net
asset
value
per
share
of
the
Fund’s
common
stock
exceeds
the
market
price
per
share
on
the
valuation
date
(the
“Market
Discount”),
the
Plan
Agent
shall
apply
the
amount
of
such
dividend
or
distribution
payable
to
a
Plan
Participant
(less
a
Plan
Participant’s
pro
rata
share
of
brokerage
commissions
incurred
with
respect
to
open-market
purchases
in
connection
with
the
reinvestment
of
such
dividend
or
distribution)
to
the
purchase
on
the
open
market
of
Fund
shares
for
a
Plan
Participant’s
account.
The
valuation
date
will
be
the
payable
date
for
such
dividend
or
distribution.
Such
purchases
will
be
made
on
or
shortly
after
the
valuation
date
and
in
no
event
more
than
30
days
after
such
date
except
where
temporary
curtailment
or
suspension
of
purchase
is
necessary
to
comply
with
applicable
provisions
of
federal
securities
laws.
The
Transfer
Agent
or
the
Plan
Agent
may
aggregate
a
Plan
Participant’s
purchases
with
the
purchases
of
other
Plan
Participants,
and
the
average
price
(including
brokerage
commissions)
of
all
shares
purchased
by
the
Plan
Agent
shall
be
the
price
per
share
allocable
to
each
Plan
Participant.
For
all
purposes
of
the
Plan,
the
market
price
of
the
Fund’s
common
stock
on
a
payable
date
shall
be
the
last
sales
price
on
the
New
York
Stock
Exchange
on
that
date,
or,
if
there
is
no
sale
on
such
Exchange
(or,
if
different,
the
principal
exchange
for
Fund
shares)
on
that
date,
then
the
mean
between
the
closing
bid
and
asked
quotations
for
such
stock
on
such
Exchange
on
such
date.
The
net
asset
value
per
share
of
the
Fund’s
common
stock
on
a
valuation
date
shall
be
as
determined
by
or
on
behalf
of
the
Fund.
The
Transfer
Agent
may
hold
a
Plan
Participant’s
shares
acquired
pursuant
to
the
Plan,
together
with
the
shares
of
other
Plan
Participants
acquired
pursuant
to
this
Plan,
in
non-certificated
form
in
the
name
of
the
Transfer
Agent
or
that
of
a
nominee.
The
Transfer
Agent
will
forward
to
each
Plan
Participant
any
proxy
solicitation
material
and
will
vote
any
shares
so
held
for
a
Plan
Participant
only
in
accordance
with
the
proxy
returned
by
a
Plan
Participant
to
the
Fund.
Upon
a
Plan
Participant’s
written
request,
the
Transfer
Agent
will
deliver
to
a
Plan
Participant,
without
charge,
a
certificate
or
certificates
for
the
full
shares
held
by
the
Transfer
Agent.
Voluntary
Cash
Purchases.
Plan
Participants
have
the
option
of
making
investments
in
Fund
shares
through
the
Transfer
Agent
as
often
as
once
a
month.
Plan
Participants
may
invest
as
little
as
$100
in
any
month
and
may
34
The
New
Germany
Fund,
Inc.
invest
up
to
$36,000
annually
through
the
voluntary
cash
purchase
feature
of
the
Plan.
The
Plan
Agent
shall
apply
such
funds
(less
a
Plan
Participant’s
pro
rata
share
of
brokerage
commissions
or
other
costs,
if
any)
to
the
purchase
on
the
New
York
Stock
Exchange
(or,
if
different,
on
the
principal
exchange
for
Fund
shares)
or
otherwise
on
the
open
market
of
Fund
shares
for
such
Plan
Participant’s
account,
regardless
of
whether
there
is
a
Market
Parity
or
Premium
or
a
Market
Discount.
The
Plan
Agent
will
purchase
shares
for
Plan
Participants
on
or
about
the
15th
of
each
month.
Cash
payments
received
by
the
Transfer
Agent
less
than
five
business
days
prior
to
a
cash
purchase
investment
date
will
be
held
by
the
Transfer
Agent
until
the
next
month’s
investment
date.
Uninvested
funds
will
not
bear
interest.
Plan
Participants
may
withdraw
any
voluntary
cash
payment
by
written
notice
received
by
the
Transfer
Agent
not
less
than
48
hours
before
such
payment
is
to
be
invested.
Enrollment
and
Withdrawal.
Both
current
shareholders
and
first-time
investors
in
the
Fund
are
eligible
to
participate
in
the
Plan.
Current
shareholders
may
join
the
Plan
by
either
enrolling
their
shares
with
the
Transfer
Agent
or
by
making
an
initial
cash
deposit
of
at
least
$250
with
the
Transfer
Agent.
First-time
investors
in
the
Fund
may
join
the
Plan
by
making
an
initial
cash
deposit
of
at
least
$250
with
the
Transfer
Agent.
In
order
to
become
a
Plan
Participant,
shareholders
must
complete
and
sign
the
enrollment
form
included
in
the
Plan
brochure
and
return
it,
and,
if
applicable,
an
initial
cash
deposit
of
at
least
$250
directly
to
the
Transfer
Agent
if
shares
are
registered
in
their
name.
Shareholders
who
hold
Fund
shares
in
the
name
of
a
brokerage
firm,
bank
or
other
nominee
should
contact
such
nominee
to
arrange
for
it
to
participate
in
the
Plan
on
such
shareholder’s
behalf.
If
the
Plan
Participant
elects
to
participate
in
the
Plan
by
enrolling
current
shares
owned
by
the
Plan
Participant
with
the
Transfer
Agent,
participation
in
the
dividend
reinvestment
feature
of
the
Plan
begins
with
the
next
dividend
or
capital
gains
distribution
payable
after
the
Transfer
Agent
receives
the
Plan
Participant’s
written
authorization,
provided
such
authorization
is
received
by
the
Transfer
Agent
prior
to
the
record
date
for
such
dividend
or
distribution.
If
such
authorization
is
received
after
such
record
date,
the
Plan
Participant’s
participation
in
the
dividend
reinvestment
feature
of
the
Plan
begins
with
the
following
dividend
or
distribution.
If
the
Plan
Participant
elects
to
participate
in
the
Plan
by
making
an
initial
cash
deposit
of
at
least
$250
with
the
Transfer
Agent,
participation
in
the
dividend
reinvestment
feature
of
the
Plan
begins
with
the
next
dividend
or
capital
gains
distribution
payable
after
the
Transfer
Agent
receives
the
Plan
Participant’s
authorization
and
deposit,
and
after
the
Plan
Agent
The
New
Germany
Fund,
Inc.
35
purchases
shares
for
the
Plan
Participant
on
the
New
York
Stock
Exchange
(or,
if
different,
on
the
principal
exchange
for
Fund
shares)
or
otherwise
on
the
open
market,
provided
that
the
authorization
and
deposit
are
received,
and
the
purchases
are
made
by
the
Plan
Agent
prior
to
the
record
date.
If
such
authorization
and
deposit
are
received
after
the
record
date,
or
if
the
Plan
Agent
purchases
shares
for
the
Plan
Participant
after
the
record
date,
the
Plan
Participant’s
participation
in
the
dividend
reinvestment
feature
of
the
Plan
begins
with
the
following
dividend
or
distribution.
A
shareholder’s
written
authorization
and
cash
payment
must
be
received
by
the
Transfer
Agent
at
least
five
business
days
in
advance
of
the
next
cash
purchase
investment
date
(normally
the
15th
of
every
month)
in
order
for
the
Plan
Participant
to
participate
in
the
voluntary
cash
purchase
feature
of
the
Plan
in
that
month.
Plan
Participants
may
withdraw
from
the
Plan
without
charge
by
written
notice
to
the
Transfer
Agent.
Plan
Participants
who
choose
to
withdraw
may
elect
to
receive
stock
certificates
representing
all
of
the
full
shares
held
by
the
Transfer
Agent
on
their
behalf,
or
to
instruct
the
Transfer
Agent
to
sell
such
full
shares
and
distribute
the
proceeds,
net
of
brokerage
commissions,
to
such
withdrawing
Plan
Participant.
Withdrawing
Plan
Participants
will
receive
a
cash
adjustment
for
the
market
value
of
any
fractional
shares
held
on
their
behalf
at
the
time
of
termination.
Withdrawal
will
be
effective
immediately
with
respect
to
distributions
with
a
record
date
not
less
than
10
days
later
than
receipt
of
such
written
notice
by
the
Transfer
Agent.
Amendment
and
Termination
of
Plan.
The
Plan
may
only
be
amended
or
supplemented
by
the
Fund
or
by
the
Transfer
Agent
by
giving
each
Plan
Participant
written
notice
at
least
90
days
prior
to
the
effective
date
of
such
amendment
or
supplement,
except
that
such
notice
period
may
be
shortened
when
necessary
or
appropriate
in
order
to
comply
with
applicable
law
or
the
rules
or
policies
of
the
Securities
and
Exchange
Commission
or
any
other
regulatory
body.
The
Plan
may
be
terminated
by
the
Fund
or
by
the
Transfer
Agent
by
written
notice
mailed
to
each
Plan
Participant.
Such
termination
will
be
effective
with
respect
to
all
distributions
with
a
record
date
at
least
90
days
after
the
mailing
of
such
written
notice
to
the
Plan
Participants.
Federal
Income
Tax
Implications
of
Reinvestment
of
Fund
Shares.
Reinvestment
of
Fund
shares
does
not
relieve
Plan
Participants
from
any
income
tax
which
may
be
payable
on
dividends
or
distributions.
For
U.S.
federal
income
tax
purposes,
when
the
Fund
issues
shares
representing
an
income
dividend
or
a
capital
gains
dividend,
a
Participant
will
include
in
income
the
fair
market
value
of
the
shares
received
as
of
the
payment
date,
which
will
be
ordinary
dividend
income
or
capital
gains,
as
the
case
36
The
New
Germany
Fund,
Inc.
may
be.
The
shares
will
have
a
tax
basis
equal
to
such
fair
market
value,
and
the
holding
period
for
the
shares
will
begin
on
the
day
after
the
date
of
distribution.
If
shares
are
purchased
on
the
open
market
by
the
Plan
Agent,
a
Plan
Participant
will
include
in
income
the
amount
of
the
cash
payment
made.
The
basis
of
such
shares
will
be
the
purchase
price
of
the
shares,
and
the
holding
period
for
the
shares
will
begin
on
the
day
following
the
date
of
purchase.
State,
local
and
foreign
taxes
may
also
be
applicable.
The
New
Germany
Fund,
Inc.
37
Approval
of
Continuance
of
Investment
Advisory
Agreement
(Unaudited)
The
Fund’s
directors
approved
the
continuance
of
the
investment
advisory
agreement
between
the
Fund
and
DWS
International
GmbH
(“DWSI”)
(the
“agreement”)
at
a
meeting
held
on
November
12,
2024.
The
Fund’s
directors
simultaneously
approved
the
continuance
of
the
administration
agreement
(the
“administration
agreement”)
between
the
Fund
and
DWS
Investment
Management
Americas,
Inc.
(“DIMA”),
an
affiliate
of
DWSI.
In
preparation
for
the
meeting,
the
directors
had
requested,
received
and
evaluated
extensive
materials
from
DWSI
and
DIMA,
including
performance
and
expense
information
for
other
investment
companies
with
similar
investment
objectives
derived
from
data
compiled
by
Broadridge
Financial
Solutions,
Inc.
(“Broadridge”).
Prior
to
voting,
the
directors
reviewed
the
proposed
approval
of
the
continuance
of
the
agreement
with
management
and
experienced
Fund
counsel
and
received
a
memorandum
from
such
counsel
discussing
the
legal
standards
for
their
consideration
of
the
proposed
approval
of
the
continuance.
The
directors
also
discussed
the
proposed
approval
in
private
sessions
with
counsel
at
which
no
representatives
of
DWSI
or
DIMA
were
present.
In
reaching
their
determination
relating
to
approval
of
the
agreement,
the
directors
considered
all
factors
they
believed
relevant,
including
the
following:
1.
information
comparing
the
Fund’s
performance
to
other
investment
companies
with
similar
investment
objectives
and
to
an
index;
2.
the
nature,
extent
and
quality
of
investment
advisory
and
other
services
rendered
by
DWSI;
3.
payments
received
by
DWSI
and
its
affiliates
(including
DIMA)
from
all
sources
in
respect
to
the
Fund;
4.
the
costs
borne
by,
and
profitability
of,
DWSI
and
DIMA
in
providing
services
to
the
Fund;
5.
comparative
fee
and
expense
data
for
the
Fund
and
other
investment
companies
with
similar
investment
objectives;
6.
the
extent
to
which
economies
of
scale
would
be
realized
as
the
Fund
grows
and
whether
fee
levels
reflect
these
economies
of
scale
for
the
benefit
of
investors;
7.
DWSI’s
policies
and
practices
regarding
allocation
of
the
Fund’s
portfolio
transactions,
including
the
fact
that
DWSI
does
not
benefit
from
soft
dollar
arrangements;
8.
the
Fund’s
portfolio
turnover
rates
compared
to
those
of
other
closed-
end
investment
companies
investing
in
international
equities;
38
The
New
Germany
Fund,
Inc.
9.
fall-out
benefits
which
DWSI
and
its
affiliates
receive
from
their
relationships
with
the
Fund;
10.
information
concerning
the
programs
established
by
DWSI
with
respect
to
compliance,
risk
management,
cybersecurity,
disclosure
and
ethics;
11.
the
professional
experience
and
qualifications
of
the
Fund’s
portfolio
management
team
and
other
senior
personnel
of
DWSI.
12.
information
about
various
regulatory
enforcement
and
litigation
matters
affecting
DWS
Group
GmbH
&
Co.
KGaA
(“DWS
Group”),
certain
of
its
subsidiaries,
including
DIMA,
and
DWS
Group’s
controlling
shareholder
Deutsche
Bank
AG
(“Deutsche
Bank”)
and
management’s
representations
that
none
of
such
matters
was
expected
to
have
any
adverse
effect
on
the
management
or
operations
of
the
Fund
or
the
quality
of
services
provided
by
DWSI
and
DIMA
to
the
Fund,
or
result
in
any
material
changes
to
the
persons
at
DWSI
and
DIMA
providing
services
to
the
Fund,
and
that,
to
the
extent
such
persons
leave
DWSI
or
DIMA,
high
quality
replacements
would
be
put
in
place
as
promptly
as
is
reasonably
practicable;
and
13.
the
terms
of
the
agreement.
The
directors
also
considered
their
knowledge
of
the
nature
and
quality
of
the
services
provided
by
DIMA
and
DWSI
to
the
Fund
gained
from
their
experience
as
directors
of
the
European
Equity
Fund
and
the
Central
and
Eastern
Europe
Fund
and
their
confidence
in
DWSI’s
integrity
and
competence
gained
from
that
experience
and
DWSI’s
responsiveness
to
concerns
raised
by
them
in
the
past,
including
DWSI’s
willingness
to
consider
and
implement
organizational
and
operational
changes
designed
to
improve
investment
results
and
the
services
provided
to
the
Fund.
In
their
deliberations,
the
directors
did
not
identify
any
particular
information
that
was
all-important
or
controlling,
and
each
director
may
have
attributed
different
weights
to
the
various
factors.
The
directors
determined
that
the
overall
arrangements
between
the
Fund
and
DWSI,
as
provided
in
the
agreement,
were
fair
and
reasonable
in
light
of
the
services
performed,
expenses
incurred
and
such
other
matters
as
the
directors
considered
relevant
in
the
exercise
of
their
reasonable
judgment.
The
directors
further
determined
that
they
were
satisfied
that
the
services
provided
by
DWSI
to
the
Fund
represented
good
value
for
the
money
payable
to
it
by
the
Fund.
The
material
factors
and
conclusions
that
formed
the
basis
for
the
directors’
reaching
their
determination
to
approve
the
continuance
of
the
agreement
(including
their
determinations
that
DWSI
should
continue
in
its
role
as
investment
advisor
for
the
Fund,
and
that
the
fees
payable
to
DWSI
pursuant
to
the
agreement
are
appropriate)
were
separately
discussed
by
the
directors.
The
New
Germany
Fund,
Inc.
39
Nature,
Extent
and
Quality
of
Services
Provided
by
DWSI.
The
directors
noted
that,
under
the
agreement,
DWSI,
in
accordance
with
the
Fund’s
investment
objectives,
policies
and
limitations,
makes
all
decisions
with
respect
to
suitable
securities
for
investment
by
the
Fund
and
transmits
purchase
and
sale
orders
and
selects
brokers
and
dealers
to
execute
portfolio
transactions
on
behalf
of
the
Fund.
DWSI
pays
all
of
the
compensation
of
the
Fund’s
directors
and
officers
who
are
interested
persons
of
DWSI.
The
directors
considered
the
scope
and
quality
of
services
provided
by
DWSI
under
the
agreement
and
noted
that
the
scope
of
services
provided
had
expanded
over
time
as
a
result
of
regulatory
and
other
developments.
The
directors
also
considered
the
commitment
of
DWSI
to,
and
the
programs
established
by
it
with
respect
to,
compliance,
risk
management,
cybersecurity,
disclosure
and
ethics.
The
directors
considered
the
quality
of
the
investment
research
capabilities
of
DWSI
and
the
other
resources
it
has
dedicated
to
performing
services
for
the
Fund.
The
quality
of
the
advisory
services
provided
also
were
considered.
The
directors
considered
management’s
representation
that
the
various
regulatory
enforcement
and
litigation
matters
affecting
DWS
Group
(including
DIMA)
and
Deutsche
Bank
enumerated
in
No.
12
above
were
not
expected
to
have
any
adverse
effect
on
the
management
or
operations
of
the
Fund
or
the
quality
of
services
provided
by
DWSI
and
DIMA
to
the
Fund,
or
result
in
any
material
changes
to
the
persons
at
DWSI
and
DIMA
providing
services
to
the
Fund
and
that,
to
the
extent
such
persons
leave
DWSI
or
DIMA,
high
quality
replacements
would
be
put
in
place
as
promptly
as
is
reasonably
practicable.
The
directors
agreed
that
they
would
continue
to
monitor
the
matters
in
No.
12
above,
including
the
dedication
of
resources
to
the
Fund
going
forward,
and
management
agreed
to
continue
to
provide
information
to
facilitate
such
review.
The
directors
concluded
that,
overall,
they
were
satisfied
with
the
nature,
extent
and
quality
of
services
provided
(and
expected
to
be
provided)
to
the
Fund
under
the
agreement.
Costs
of
Services
Provided
and
Profitability
to
DWSI.
At
the
request
of
the
directors,
DWSI
provided
information
concerning
its
revenues,
expenses
and
net
income
and
financial
condition
for
2023
as
well
as
information
about
revenues
and
expenses
and
the
profitability
of
its
relationship
with
the
Fund
in
2023.
Similar
information
was
provided
for
DIMA.
The
directors
reviewed
the
assumptions
and
methods
of
allocation
used
by
DWSI
and
DIMA
in
preparing
Fund-specific
profitability
data.
DWSI
and
DIMA
stated
their
belief
that
the
methods
of
allocation
used
were
reasonable,
but
noted
that
there
are
limitations
inherent
in
allocating
costs
to
multiple
individual
clients
served
by
organizations
such
as
DWSI
and
DIMA
where
each
of
the
clients
draws
on,
and
benefits
from,
the
research
and
other
resources
of
the
DWS
organization.
40
The
New
Germany
Fund,
Inc.
The
directors
recognized
that
it
is
difficult
to
make
comparisons
of
profitability
from
fund
advisory
contracts
because
comparative
information
is
not
generally
publicly
available
and
is
affected
by
numerous
factors,
including
the
structure
of
the
particular
advisor,
the
types
of
funds
it
manages,
its
business
mix,
numerous
assumptions
regarding
allocations
and
the
advisor’s
capital
structure
and
cost
of
capital.
In
considering
profitability
information,
the
directors
considered
the
effect
of
possible
fall-out
benefits
on
DWSI’s
expenses,
including
the
fact
that
there
were
no
affiliated
brokerage
commissions.
The
directors
noted
that
at
the
beginning
of
2018
DWSI
had
discontinued
its
prior
practice
of
allocating
a
portion
of
the
Fund’s
brokerage
to
receive
research
generated
by,
or
paid
for
by,
executing
brokers.
They
also
noted
that
DWSI
has
policies
to
prohibit
consideration
of
the
sale
of
shares
of
DWS
funds
when
selecting
broker
dealers
to
execute
portfolio
transactions
for
the
Fund
or
other
DWS
funds.
Based
on
their
review,
the
directors
concluded
that
DWSI’s
level
of
profitability
from
its
relationships
with
the
Fund
was
not
excessive.
The
directors
also
considered
the
aggregate
profitability
of
the
relationships
with
the
Fund
of
DWSI
and
DIMA
in
2023
and
concluded
that
it
was
not
excessive.
Investment
Results.
In
addition
to
the
information
received
by
the
directors
for
the
meeting,
the
directors
receive
detailed
performance
information
for
the
Fund
at
each
regular
board
meeting
during
the
year
and
also
receive
monthly
performance
information.
As
the
Fund
is
not
aware
of
any
closed-end
fund
with
an
objective
similar
to
that
of
the
Fund,
and
the
Fund’s
market
trading
discount
is
beyond
the
control
of
DWSI,
the
directors
generally
focus
on
the
Fund’s
performance
based
on
net
asset
value
compared
to
its
benchmark
when
assessing
investment
results.
The
directors
also
reviewed
information
showing
the
Fund’s
performance
compared
to
that
of
other
investment
vehicles
compiled
by
management
based
on
information
provided
by
Broadridge
and
Morningstar.
The
directors
also
reviewed
information
showing
performance
of
the
Fund’s
benchmark
index,
a
custom
blend
of
the
German
Mid
Cap
Index
(80%
weight)
and
the
German
Small
Cap
Index
(20%
weight),
and
prior
to
September
1,
2018
the
German
Mid
Cap
Market
Index
of
80
stocks.
The
comparative
information
showed
that
the
Fund
underperformed
its
benchmark
in
the
first
ten
months
of
2023,
outperformed
the
benchmark
in
2023,
underperformed
the
benchmark
in
2022,
and
outperformed
the
benchmark
from
2019
through
2021.
Taking
into
account
these
comparisons
and
the
other
factors
considered,
the
directors
concluded
that
the
Fund’s
investment
results
over
time
were
satisfactory.
Taking
into
account
these
comparisons
and
the
other
factors
considered,
including
the
agreement
of
DSWI,
in
response
to
a
request
from
the
The
New
Germany
Fund,
Inc.
41
directors,
to
implement
a
10
basis
point
partial
fee
waiver
for
a
one
year
period
effective
January
1,
2022,
and
its
subsequent
agreement
to
voluntarily
waive
50%
of
its
contractual
advisory
fee
(in
a
manner
incorporating
the
previously
agreed
10
basis
point
temporary
waiver)
effective
February
24,
2022
until
further
notice
and
until
at
least
June
30,
2025,
in
all
cases
with
no
diminution
in
the
quality
of
services
provided
to
the
Fund,
the
directors
concluded
it
was
reasonable
to
continue
the
agreement.
Management
and
Investment
Advisory
Fees
and
Other
Expenses.
The
directors
considered
the
investment
advisory
fee
rates
payable
by
the
Fund
to
DWSI
under
the
agreement.
The
directors
recognized
that
it
is
difficult
to
make
comparisons
of
advisory
fees
because
there
are
variations
in
the
services
that
are
included
in
the
fees
paid
by
other
funds
and
noted
that
no
closed-end
or
open-end
U.S.
fund
has
a
similar
investment
strategy
as
the
Fund.
The
directors
also
considered
information
provided
by
DWSI
concerning
the
fee
rates
charged
by
it
to
other
investment
companies
having
somewhat
similar
mandates
as
the
Fund,
and
the
representation
by
DWSI
that
it
does
not
manage
any
other
institutional
accounts
that
have
similar
mandates
as
the
Fund.
The
directors
noted
that
the
retail
classes
of
non-U.S.
open-end
funds
advised
by
DWSI
pay
management
fees
that,
while
not
entirely
comparable
to
the
fees
payable
by
the
Fund
to
DWSI
and
DIMA,
are
substantially
higher
than
the
combined
advisory
and
administration
fee
rate
paid
by
the
Fund.
The
Fund’s
management
expense
comparison
group
consisted
of
six
closed-end
developed
market
or
global
funds
(including
the
Fund)
and
seven
open-end
European
region
funds
and
developed
market
funds
(plus
the
Fund)
selected
by
Broadridge.
The
directors
reviewed
information
comparing
the
combined
advisory
and
administrative
fees
payable
under
the
agreement
and
the
administration
agreement
for
this
purpose,
noting
that
DWSI
and
DIMA
are
affiliated
companies.
The
directors
noted
that
the
combined
actual
advisory
and
administrative
fee
rate
paid
by
the
Fund
in
2023
was
0.885%
and
that
the
information
prepared
by
Broadridge
indicated
that
the
combined
fee
rate
was
below
the
contractual
median
and
actual
median
fee
rates
of
the
closed-end
fund
comparison
group,
and
below
the
median
contractual
fee
rate
and
above
the
actual
median
fee
rate
of
the
open-end
fund
comparison
group.
The
directors
noted
that
the
Fund’s
effective
fee
rate
reflected
the
effect
of
breakpoints.
The
directors
also
considered
the
Fund’s
net
expense
ratio
in
comparison
to
the
fees
and
expenses
of
31
other
closed-end
international
equity
funds
compiled
by
management
based
on
Morningstar
data.
The
directors
also
noted
that
the
Fund’s
net
expense
ratio
was
below
the
median
and
average
and
in
the
second
quartile
of
the
comparison
group.
The
directors
concluded
that
the
Fund’s
expense
ratio
was
satisfactory.
42
The
New
Germany
Fund,
Inc.
Economies
of
Scale.
The
directors
noted
that
the
investment
advisory
fee
schedule
in
the
agreement
contains
breakpoints
that
reduce
the
fee
rate
on
assets
above
specified
levels.
The
directors
recognized
that
breakpoints
may
be
an
appropriate
way
for
DWSI
to
share
its
economies
of
scale
with
some
funds
that
have
substantial
assets
or
that
may
grow
materially
over
the
next
year.
However,
they
also
recognized
that
there
is
no
direct
relationship
between
the
economies
of
scale
realized
by
funds
and
those
realized
by
DWSI
as
assets
increase,
largely
because
economies
of
scale
are
realized
(if
at
all)
by
DWSI
across
a
variety
of
products
and
services,
and
not
only
in
respect
of
a
single
fund.
They
also
noted
that
the
Fund’s
assets
have
generally
diminished
over
recent
years.
Having
taken
these
factors
into
account,
the
directors
concluded
that
the
breakpoint
arrangements
in
the
agreement
were
acceptable
under
the
Fund’s
circumstances.
The
New
Germany
Fund,
Inc.
43
Investment
Objective,
Investment
Policies
and
Principal
Risks
Investment
Objective.
The
Fund’s
investment
objective
is
to
seek
capital
appreciation
through
investment
primarily
in
equity
or
equity-
linked
securities
of
German
companies.
For
this
purpose,
a
company
is
a
“German
company”
if
(i)
it
is
organized
under
the
laws
of
Germany
or
maintains
its
principal
place
of
business
in
Germany,
(ii)
its
equity
securities
are
traded
principally
in
Germany
and
its
principal
place
of
business
is
in
the
European
Union
or
in
a
state
that
is
a
member
of
the
European
Free
Trade
Association
or
(iii)
during
its
most
recent
fiscal
year,
it
derived
at
least
50%
of
its
revenues
or
profits
from
goods
produced
or
sold,
or
investments
made,
or
services
performed,
in
Germany
or
had
at
least
50%
of
its
assets
in
Germany.
This
objective
is
a
fundamental
policy
that
may
not
be
changed
without
the
approval
of
a
majority
of
the
Fund’s
outstanding
voting
securities.
Investment
Policies.
Under
normal
market
conditions
at
least
80%
of
the
Fund’s
net
assets
are
invested
in
equity
or
equity-linked
securities
of
German
companies.
(If
the
Fund
borrows
money
from
banks
(referred
to
as
“leverage”),
which
the
Fund
is
permitted
to
do
only
for
temporary
or
emergency
purposes
or
for
the
clearance
of
transactions
in
amounts
not
exceeding
10%
of
the
value
of
the
Fund’s
total
assets
(not
including
amounts
borrowed),
the
80%
minimum
will
apply
to
the
total
of
the
Fund’s
net
assets,
plus
the
amount
of
those
borrowings.)
In
addition,
at
least
65%
of
its
total
assets
are
invested
in
equity
or
equity-linked
securities
of
smaller-
and
medium-sized
German
companies,
including
securities
introduced
for
trading
in
the
over-the-counter
market
in
Germany,
and
publicly-traded
securities
of
non-German
companies;
provided,
however,
that
not
more
than
20%
of
the
Fund’s
net
assets,
plus
any
borrowings,
will
be
invested
in
non-German
companies.
The
Fund
may
invest
up
to
35%
of
its
total
assets
in
equity
or
equity-linked
securities
of
major
German
companies
(i.e.,
the
20
largest
companies
by
market
capitalization,
as
determined
from
time
to
time
pursuant
to
procedures
adopted
by
the
Board
of
Directors).
Companies
that
do
not
qualify
as
“major
German
companies”
constitute
“smaller-
and
medium-sized
companies.”
The
Fund
may
trade
in
securities
for
short-
term
gain.
Current
interest
and
dividend
income
may
also
be
considered
in
selecting
securities
but
is
not
an
objective
of
the
Fund.
When
selecting
an
investment
from
among
several
investment
opportunities
that
the
Fund’s
investment
adviser
believes
to
have
substantially
similar
potential
for
capital
appreciation,
the
investment
adviser
selects
the
investment
that
it
believes
will
provide
the
highest
level
of
current
dividend
or
interest
income
and
that
is
compatible
with
the
Fund’s
investment
objective.
No
assurance
can
be
given
that
the
Fund
will
be
able
to
achieve
its
objective.
44
The
New
Germany
Fund,
Inc.
Portfolio
Structure.
Subject
to
the
investment
restrictions
set
forth
below,
the
Fund
seeks
to
achieve
its
objective
by
investing
under
normal
circumstances
at
least
80%
of
its
net
assets,
plus
any
borrowings,
in
equity
or
equity-linked
securities
of
German
companies.
Additionally,
the
Fund
may
invest
up
to
20%
of
its
net
assets,
plus
any
borrowings,
in
non-
German
companies.
Investments
are
primarily
in
smaller-
and
medium-
sized
companies.
Equity
and
equity-linked
securities
include
common
stock,
convertible
and
non-convertible
preferred
stock,
whether
voting
or
non-voting,
convertible
bonds,
bonds
with
warrants
and
unattached
warrants.
Equity-linked
securities
also
include
options,
futures,
and
options
on
futures
on
equities
or
indices
of
equity
securities.
The
Fund
may
seek
to
earn
additional
income
by
lending
its
portfolio
securities.
The
Fund
invests
in
a
broad
spectrum
of
German
industries.
As
a
matter
of
fundamental
policy,
the
Fund
may
not
invest
25%
or
more
of
the
value
of
its
total
assets
in
the
securities
of
issuers
having
at
the
time
of
investment
their
principal
business
activities
in
the
same
industry.
For
purposes
of
its
concentration
policy,
the
Fund
generally
classifies
issuers
of
portfolio
securities
at
the
industry
sub-group
level.
In
addition,
the
Fund
may
not
invest
more
than
35%
of
its
total
assets
in
major
German
companies.
In
selecting
industries
and
companies
for
investment
by
the
Fund,
the
investment
adviser
generally
considers
factors
such
as
overall
growth
prospects,
competitive
position
in
their
product
markets,
management,
technology,
research
and
development,
productivity,
labor
costs,
raw
material
costs
and
sources,
profit
margins,
return
on
investment,
capital
resources
and
government
regulation.
Portfolio
management
generally
considers
environmental,
social
and
governance
(ESG)
factors
that
it
believes
to
be
financially
material.
As
a
matter
of
fundamental
policy,
the
Fund
may
not
purchase
more
than
10%
of
the
voting
securities
of
any
single
issuer
or
invest
more
than
15%
of
its
total
assets
in
the
securities
of
any
one
issuer.
The
Fund
may
not
invest
more
than
15%
of
its
total
assets
in
equity
or
equity-linked
securities
that
are
not
readily
marketable,
including
joint
ventures,
or
more
than
5%
of
its
net
assets
in
joint
ventures
at
the
time
of
investment.
The
first
category
of
investments
described
above
(major
German
companies)
includes
securities
of
the
20
largest
companies
by
market
capitalization.
The
second
category
(smaller-
and
medium-sized
companies)
includes
a
selection
of
smaller-
and
medium-sized
German
companies
that
are
traded
on
the
official
market,
the
regulated
unlisted
market
or
the
over-the-
counter
market
on
or
off
one
or
more
German
stock
exchanges.
These
securities
generally
have
smaller
trading
volumes
and
greater
price
volatility
than
the
major
listed
companies.
The
New
Germany
Fund,
Inc.
45
The
third
category
consists
of
securities
of
non-German
companies.
The
Fund
may
not
invest
more
than
20%
of
the
value
of
its
net
assets,
plus
any
borrowings,
in
securities
of
non-German
companies
or
invest
more
than
15%
of
its
total
assets
in
securities
of
companies
based
in
any
single
country
other
than
Germany.
For
temporary
defensive
purposes,
the
Fund
may
invest
in
Euro-
denominated
fixed
income
securities.
Such
investments
may
include
Euro-denominated
bonds
issued
by
the
Federal
Republic
of
Germany,
as
well
as
in
Euro-denominated
debt
instruments
issued
by
private
and
public
entities,
including
multi-national
lending
institutions
and
supra-
national
institutions.
In
the
view
of
the
Fund’s
investment
adviser,
such
investments
contribute
to
the
Fund’s
objective
of
capital
appreciation
because
during
periods
of
pronounced
strength
of
the
Euro,
the
dollar
value
of
Euro-
denominated
debt
instruments
increases.
Also,
for
temporary
defensive
purposes,
the
Fund
may
invest
in
U.S.
dollar
and
Euro-denominated
money
market
instruments,
including
bank
time
deposits
and
certificates
of
deposit.
The
Fund
may
invest
any
cash
collateral
received
on
the
Fund’s
lending
of
securities
in
shares
of
an
affiliated
money
market
fund
and
also
in
repurchase
agreements.
Such
repurchase
agreements
are
collateralized
by
securities
issued
or
guaranteed
by
the
United
States
Government,
its
agencies
or
instrumentalities.
Principal
Risks
Stock
market
risk.
When
stock
prices
fall,
you
should
expect
the
value
of
your
investment
to
fall
as
well.
Stock
prices
can
be
hurt
by
poor
management
on
the
part
of
the
issuer
of
the
stock,
shrinking
product
demand
and
other
business
risks.
These
may
affect
single
companies
as
well
as
groups
of
companies.
The
market
as
a
whole
may
not
favor
the
types
of
investments
the
Fund
makes,
which
could
adversely
affect
a
stock’s
price,
regardless
of
how
well
the
company
performs,
or
the
Fund’s
ability
to
sell
a
stock
at
an
attractive
price.
There
is
a
chance
that
stock
prices
overall
will
decline
because
stock
markets
tend
to
move
in
cycles,
with
periods
of
rising
and
falling
prices.
Events,
including
actions
taken
by
central
banks
and
governments
to
stimulate
or
stabilize
economic
growth,
may
at
times
result
in
unusually
high
market
volatility
which
could
negatively
affect
performance.
High
market
volatility
may
also
result
from
significant
shifts
in
momentum
of
one
or
more
specific
stocks
due
to
increases
or
decreases
in
trading
activity.
Momentum
can
change
quickly,
and
securities
subject
to
shifts
in
momentum
may
be
more
volatile
than
the
market
as
a
whole
and
returns
on
such
securities
may
drop
precipitously.
The
Fund
focuses
its
investments
in
Europe,
and
accordingly
the
Fund’s
performance
may
be
affected
by
the
general
performance
of
that
region.
46
The
New
Germany
Fund,
Inc.
Market
disruption
risk.
Economies
and
financial
markets
throughout
the
world
have
become
increasingly
interconnected,
which
has
increased
the
likelihood
that
events
or
conditions
in
one
country
or
region
will
adversely
impact
markets
or
issuers
in
other
countries
or
regions.
This
includes
reliance
on
global
supply
chains
that
are
susceptible
to
disruptions
resulting
from,
among
other
things,
war
and
other
armed
conflicts,
extreme
weather
events,
and
natural
disasters.
Such
supply
chain
disruptions
can
lead
to,
and
have
led
to,
economic
and
market
disruptions
that
have
far-reaching
effects
on
financial
markets
worldwide.
The
value
of
the
Fund’s
investments
may
be
negatively
affected
by
adverse
changes
in
overall
economic
or
market
conditions,
such
as
the
level
of
economic
activity
and
productivity,
unemployment
and
labor
force
participation
rates,
inflation
or
deflation
(and
expectations
for
inflation
or
deflation),
interest
rates,
demand
and
supply
for
particular
products
or
resources
including
labor,
and
debt
levels
and
credit
ratings,
among
other
factors.
Such
adverse
conditions
may
contribute
to
an
overall
economic
contraction
across
entire
economies
or
markets,
which
may
negatively
impact
the
profitability
of
issuers
operating
in
those
economies
or
markets.
In
addition,
geopolitical
and
other
globally
interconnected
occurrences,
including
war,
terrorism,
economic
uncertainty
or
financial
crises,
contagion,
trade
disputes,
government
debt
crises
(including
defaults
or
downgrades)
or
uncertainty
about
government
debt
payments,
government
shutdowns,
public
health
crises,
natural
disasters,
supply
chain
disruptions,
climate
change
and
related
events
or
conditions,
have
led,
and
in
the
future
may
lead,
to
disruptions
in
the
US
and
world
economies
and
markets,
which
may
increase
financial
market
volatility
and
have
significant
adverse
direct
or
indirect
effects
on
the
Fund
and
its
investments.
Adverse
market
conditions
or
disruptions
could
cause
the
Fund
to
lose
money,
and
encounter
operational
difficulties.
Although
multiple
asset
classes
may
be
affected
by
adverse
market
conditions
or
a
particular
market
disruption,
the
duration
and
effects
may
not
be
the
same
for
all
types
of
assets.
Current
military
and
other
armed
conflicts
in
various
geographic
regions,
including
those
in
Europe
and
the
Middle
East,
can
lead
to,
and
have
led
to,
economic
and
market
disruptions,
which
may
not
be
limited
to
the
geographic
region
in
which
the
conflict
is
occurring.
Such
conflicts
can
also
result,
and
have
resulted
in
some
cases,
in
sanctions
being
levied
by
the
United
States,
the
European
Union
and/or
other
countries
against
countries
or
other
actors
involved
in
the
conflict.
In
addition,
such
conflicts
and
related
sanctions
can
adversely
affect
regional
and
global
energy,
commodities,
financial
and
other
markets
and
thus
could
affect
the
value
of
the
Fund's
investments.
The
extent
and
duration
of
any
military
conflict,
related
sanctions
and
resulting
economic
and
market
disruptions
are
impossible
to
predict,
but
could
be
substantial.
The
New
Germany
Fund,
Inc.
47
Other
market
disruption
events
include
pandemic
spread
of
viruses,
such
as
the
novel
coronavirus
known
as
COVID-19,
which
have
caused
significant
uncertainty,
market
volatility,
decreased
economic
and
other
activity,
increased
government
activity,
including
economic
stimulus
measures,
and
supply
chain
disruptions.
While
COVID-19
is
no
longer
considered
to
be
a
public
health
emergency,
the
Fund
and
its
investments
may
be
adversely
affected
by
lingering
effects
of
this
virus
or
future
pandemic
spread
of
viruses.
In
addition,
markets
are
becoming
increasingly
susceptible
to
disruption
events
resulting
from
the
use
of
new
and
emerging
technologies
to
engage
in
cyber-attacks
or
to
take
over
the
Web
site
and/or
social
media
accounts
of
companies,
governmental
entities
or
public
officials,
or
to
otherwise
pose
as
or
impersonate
such,
which
then
may
be
used
to
disseminate
false
or
misleading
information
that
can
cause
volatility
in
financial
markets
or
for
the
securities
of
a
particular
company,
group
of
companies,
industry
or
other
class
of
assets.
Adverse
market
conditions
or
particular
market
disruptions,
such
as
those
discussed
above,
may
magnify
the
impact
of
each
of
the
other
risks
described
in
this
“PRINCIPAL
RISKS”
section
and
may
increase
volatility
in
one
or
more
markets
in
which
the
Fund
invests
leading
to
the
potential
for
greater
losses
for
the
Fund.
Security
selection
risk.
The
securities
in
the
Fund’s
portfolio
may
decline
in
value.
Portfolio
management
could
be
incorrect
in
its
analysis
of
industries,
companies,
economic
trends,
ESG
factors,
the
relative
attractiveness
of
different
securities
or
other
matters.
Small
and
medium-sized
company
risk.
Small
and
medium-sized
company
stocks
tend
to
be
more
volatile
than
large
company
stocks.
Because
stock
analysts
are
less
likely
to
follow
small
and
medium-sized
companies,
less
information
about
them
is
available
to
investors.
Industry-
wide
reversals
may
have
a
greater
impact
on
small
and
medium-sized
companies,
since
they
lack
the
financial
resources
of
larger
companies.
Small
and
medium-sized
company
stocks
are
typically
less
liquid
than
large
company
stocks.
Foreign
investment
risk.
Adverse
political,
economic
or
social
developments,
as
well
as
US
and
foreign
government
actions
such
as
the
imposition
of
tariffs,
economic
and
trade
sanctions
or
embargoes,
could
undermine
the
value
of
the
Fund’s
investments,
prevent
the
Fund
from
realizing
the
full
value
of
its
investments
or
prevent
the
Fund
from
selling
securities
it
holds.
Financial
reporting
standards
for
companies
based
in
foreign
markets
differ
from
those
in
the
US.
To
the
extent
that
the
Fund
invests
in
non-US
dollar
denominated
foreign
securities,
changes
in
currency
exchange
rates
48
The
New
Germany
Fund,
Inc.
may
affect
the
US
dollar
value
of
foreign
securities
or
the
income
or
gain
received
on
these
securities.
Foreign
governments
may
restrict
investment
by
foreign
parties,
limit
withdrawal
of
trading
profit
or
currency
from
the
country,
restrict
currency
exchange
or
seize
foreign
investments.
The
investments
of
the
Fund
may
also
be
subject
to
foreign
withholding
or
other
taxes.
Foreign
brokerage
commissions
and
other
fees
are
generally
higher
than
those
for
US
investments,
and
the
transactions
and
custody
of
foreign
assets
may
involve
delays
in
payment,
delivery
or
recovery
of
money
or
investments.
Foreign
markets
can
have
liquidity
risks
beyond
those
typical
of
US
markets.
Because
foreign
exchanges
generally
are
smaller
and
less
liquid
than
US
exchanges,
buying
and
selling
foreign
investments
can
be
more
difficult
and
costly.
Relatively
small
transactions
can
sometimes
materially
affect
the
price
and
availability
of
securities.
In
certain
situations,
it
may
become
virtually
impossible
to
sell
foreign
investments
in
an
orderly
fashion
at
a
price
that
approaches
portfolio
management’s
estimate
of
its
value.
For
the
same
reason,
it
may
at
times
be
difficult
to
value
the
Fund’s
foreign
investments.
Risks
related
to
investing
in
Germany.
The
German
economy
is
dependent
on
the
other
countries
in
Europe
as
well
as
China
and
the
United
States
as
key
trade
partners.
Exports
account
for
a
major
part
of
Germany’s
output
and
are
a
key
element
in
German
economic
expansion.
Heavy
regulation
of
labor
and
product
markets
is
pervasive
in
Germany.
These
regulations
may
stifle
economic
growth,
reduce
Germany’s
economic
competitiveness
or
result
in
extended
recessionary
periods.
Growth
potential
of
the
German
economy
might
be
damped
by
socioeconomic
factors,
like
an
aging
society
and
potentially
stagnant
labor
productivity.
Reduction
in
spending
by
key
trade
partners
on
German
products
and
services
or
negative
changes
in
any
of
these
countries
(including
decreasing
imports,
new
trade
regulations,
changes
in
exchange
rates
or
recessions)
may
cause
an
adverse
impact
on
the
German
economy.
Investing
in
German
issuers
involves
political,
social
and
regulatory
risks.
Certain
sectors
and
regions
of
Germany
have
experienced
high
unemployment
and
social
unrest.
These
issues
may
have
an
adverse
effect
on
the
German
economy
or
the
German
industries
or
sectors
in
which
the
Fund
invests.
Heavy
regulation
of
labor
and
product
markets
is
pervasive
in
Germany.
These
regulations
may
stifle
economic
growth
or
result
in
extended
recessionary
periods.
Country
concentration
risk.
To
the
extent
that
the
Fund
invests
significantly
in
a
single
country,
it
is
more
likely
to
be
impacted
by
events
or
conditions
affecting
that
country.
For
example,
political
and
economic
conditions
and
changes
in
regulatory,
tax
or
economic
policy
in
a
country
could
The
New
Germany
Fund,
Inc.
49
significantly
affect
the
market
in
that
country
and
in
surrounding
or
related
countries
and
have
a
negative
impact
on
the
Fund’s
performance.
European
investment
risk.
European
financial
markets
have
experienced
volatility
in
the
past
and
have
been
adversely
affected
by
concerns
about
economic
downturns,
credit
rating
downgrades,
rising
government
debt
level
and
possible
default
on
or
restructuring
of
government
debt
in
several
European
countries.
A
default
or
debt
restructuring
by
any
European
country
would
adversely
impact
holders
of
that
country’s
debt,
and
sellers
of
credit
default
swaps
linked
to
that
country’s
creditworthiness.
Most
countries
in
Western
Europe
are
members
of
the
European
Union
(EU),
which
faces
major
issues
involving
its
membership,
structure,
procedures
and
policies.
European
countries
are
also
significantly
affected
by
fiscal
and
monetary
controls
implemented
pursuant
to
the
European
Economic
and
Monetary
Union
(EMU),
and
it
is
possible
that
the
timing
and
substance
of
these
controls
may
not
address
the
needs
of
all
EMU
member
countries.
Investing
in
euro-denominated
securities
also
risks
exposure
to
a
currency
that
may
not
fully
reflect
the
strengths
and
weaknesses
of
the
disparate
economies
that
comprise
Europe.
There
is
continued
concern
over
member
state-level
support
for
the
euro,
which
could
lead
to
certain
countries
leaving
the
EMU,
the
implementation
of
currency
controls,
or
potentially
the
dissolution
of
the
euro.
The
dissolution
of
the
euro
could
have
significant
negative
effects
on
European
financial
markets.
Regional
focus
risk.
Focusing
investments
in
a
single
geographic
region,
as
the
Fund
does,
involves
increased
currency,
political,
regulatory
and
other
risks
compared
to
a
broader
investment
strategy.
Market
swings
in
a
targeted
region
are
likely
to
have
a
greater
effect
on
the
Fund’s
performance
than
they
would
in
a
more
geographically
diversified
fund.
Net
asset
value
discount
risk.
Shares
of
closed-end
investment
companies,
such
as
the
Fund,
frequently
trade
at
a
discount
from
net
asset
value,
and
the
discount
may
be
substantial.
This
is
a
risk
separate
and
distinct
from
the
risk
that
the
Fund’s
net
asset
value
will
decrease.
The
Fund
cannot
predict
whether
its
common
stock
will
trade
at,
above
or
below
net
asset
value.
However,
the
Fund’s
shares
of
common
stock
have
generally
traded
at
a
discount,
and
the
level
of
the
discount
has
fluctuated
significantly
over
time.
Exchange
rate
fluctuations
and
foreign
currency
considerations.
The
value
of
currencies
are
influenced
by
a
variety
of
factors,
including:
interest
rates,
national
debt
levels
and
trade
deficits,
changes
in
balances
of
payments
and
trade,
domestic
and
foreign
interest
and
inflation
rates,
global
or
regional
political,
economic
or
financial
events,
monetary
policies
of
governments,
actual
or
potential
government
intervention,
global
energy
prices,
political
instability
and
government
monetary
policies
and
50
The
New
Germany
Fund,
Inc.
the
buying
or
selling
of
currency
by
a
country’s
government.
Since
we
will
compute
and
distribute
income
in
U.S.
dollars,
and
the
computation
of
income
will
be
made
on
the
day
we
earn
the
income,
any
fluctuation
in
the
value
of
foreign
currency
relative
to
the
U.S.
dollar
between
the
earning
of
the
income
and
the
time
at
which
we
convert
the
foreign
currencies
to
U.S.
dollars
may
have
an
adverse
impact
on
us.
In
addition,
since
we
will
invest
in
securities
denominated
or
quoted
in
currencies
other
than
the
U.S.
dollar,
changes
in
foreign
currency
exchange
rates
will
affect
the
value
of
our
securities
in
our
portfolio
and
the
unrealized
appreciation
or
depreciation
of
our
investments.
Focus
risk.
To
the
extent
that
the
Fund
focuses
its
investments
in
particular
industries,
asset
classes
or
sectors
of
the
economy,
any
market
price
movements,
regulatory
or
technological
changes,
or
economic
conditions
affecting
companies
in
those
industries,
asset
classes
or
sectors
may
have
a
significant
impact
on
the
Fund’s
performance.
The
Fund
may
become
more
focused
in
particular
industries,
asset
classes
or
sectors
of
the
economy
as
a
result
of
changes
in
the
valuation
of
the
fund’s
investments
or
fluctuations
in
the
fund’s
assets,
and
the
fund
is
not
required
to
reduce
such
exposures
under
these
circumstances.
Liquidity
risk.
In
certain
situations,
it
may
be
difficult
or
impossible
to
sell
an
investment
and/or
the
Fund
may
have
to
sell
certain
investments
at
a
price
or
time
that
is
not
advantageous
in
order
to
meet
cash
needs.
This
risk
can
be
ongoing
for
any
security
that
does
not
trade
actively
or
in
large
volumes,
for
any
security
that
trades
primarily
on
smaller
markets,
and
for
investments
that
typically
trade
only
among
a
limited
number
of
large
investors
(such
as
certain
types
of
derivatives
or
restricted
securities).
In
unusual
market
conditions,
even
normally
liquid
securities
may
be
affected
by
a
degree
of
liquidity
risk
(i.e.,
if
the
number
and
capacity
of
traditional
market
participants
is
reduced).
This
may
affect
only
certain
securities
or
an
overall
securities
market.
Interest
expense
risk.
The
Fund
may,
subject
to
limitations,
borrow
money
for
temporary
or
emergency
purposes
for
the
clearance
of
transactions.
Borrowing
money
will
subject
the
Fund
to
interest
expenses,
and
the
Fund
may
incur
other
transaction
costs.
Certain
provisions
of
our
Articles
of
Incorporation
and
Bylaws.
Certain
provisions
in
the
Fund’s
articles
of
incorporation
and
bylaws
could
have
the
effect
of
delaying,
deferring,
preventing
or
otherwise
limiting
the
ability
of
other
entities
or
persons
to
acquire
control
of
the
Fund,
to
cause
the
Fund
to
engage
in
certain
transactions
or
to
modify
its
structure.
Foreign
custody.
The
Fund’s
foreign
securities
and
cash
are
generally
held
in
foreign
banks
and
securities
depositories
by
a
global
network
of
custodians.
There
may
be
limited
or
no
regulatory
oversight
over
their
operations.
Additionally,
the
laws
of
certain
countries
may
limit
the
Fund’s
The
New
Germany
Fund,
Inc.
51
ability
to
recover
its
assets
if
a
foreign
bank,
depository
or
issuer
of
a
security,
or
any
of
their
agents,
goes
bankrupt.
Derivatives
risk.
Derivatives
involve
risks
different
from,
and
possibly
greater
than,
the
risks
associated
with
investing
directly
in
securities
and
other
more
traditional
investments.
Risks
associated
with
derivatives
may
include
the
risk
that
the
derivative
is
not
well
correlated
with
the
underlying
asset,
index
or
currency
to
which
it
relates;
the
risk
that
derivatives
may
result
in
losses
or
missed
opportunities;
the
risk
that
the
Fund
will
be
unable
to
sell
the
derivative
because
of
an
illiquid
secondary
market;
the
risk
that
a
counterparty
is
unwilling
or
unable
to
meet
its
obligation,
which
risk
may
be
heightened
in
derivative
transactions
entered
into
“over-the-counter”
(i.e.,
not
on
an
exchange
or
contract
market);
and
the
risk
that
the
derivative
transaction
could
expose
the
Fund
to
the
effects
of
leverage,
which
could
increase
the
Fund’s
exposure
to
the
market
and
magnify
potential
losses.
There
is
no
guarantee
that
derivatives,
to
the
extent
employed,
will
have
the
intended
effect,
and
their
use
could
cause
lower
returns
or
even
losses
to
the
Fund.
The
use
of
derivatives
by
the
Fund
to
hedge
risk
may
reduce
the
opportunity
for
gain
by
offsetting
the
positive
effect
of
favorable
price
movements.
Counterparty
risk.
A
financial
institution
or
other
counterparty
with
whom
the
Fund
does
business,
or
that
underwrites,
distributes
or
guarantees
any
investments
or
contracts
that
the
Fund
owns
or
is
otherwise
exposed
to,
may
decline
in
financial
health
and
become
unable
to
honor
its
commitments.
This
could
cause
losses
for
the
Fund
or
could
delay
the
return
or
delivery
of
collateral
or
other
assets
to
the
Fund.
Securities
lending
risk.
Securities
lending
involves
the
risk
that
the
Fund
may
lose
money
because
the
borrower
of
the
loaned
securities
fails
to
return
the
securities
in
a
timely
manner
or
at
all.
A
delay
in
the
recovery
of
loaned
securities
could
interfere
with
the
fund’s
ability
to
vote
proxies
or
settle
transactions.
Delayed
settlement
may
limit
the
ability
of
the
Fund
to
reinvest
the
proceeds
of
a
sale
of
securities
or
prevent
the
Fund
from
selling
securities
at
times
and
prices
it
considers
desirable.
The
Fund
could
also
lose
money
in
the
event
of
a
decline
in
the
value
of
the
collateral
provided
for
the
loaned
securities
or
a
decline
in
the
value
of
any
investments
made
with
cash
collateral
or
even
a
loss
of
rights
in
the
collateral
should
the
borrower
of
the
securities
fail
financially
while
holding
the
securities.
Operational
and
technology
risk.
Cyber-attacks,
disruptions
or
failures
that
affect
the
Fund’s
service
providers
or
counterparties,
issuers
of
securities
held
by
the
Fund,
or
other
market
participants
may
adversely
affect
the
Fund
and
its
shareholders,
including
by
causing
losses
for
the
Fund
or
impairing
its
operations.
For
example,
the
Fund’s
or
its
service
providers’
52
The
New
Germany
Fund,
Inc.
assets
or
sensitive
or
confidential
information
may
be
misappropriated,
data
may
be
corrupted
and
operations
may
be
disrupted
(e.g.,
cyber-
attacks,
operational
failures
or
broader
disruptions
may
cause
the
release
of
private
shareholder
information
or
confidential
Fund
information,
interfere
with
the
processing
of
shareholder
transactions,
impact
the
ability
to
calculate
the
Fund’s
net
asset
value
and
impede
trading).
Market
events
and
disruptions
also
may
trigger
a
volume
of
transactions
that
overloads
current
information
technology
and
communication
systems
and
processes,
impacting
the
ability
to
conduct
the
Fund’s
operations.
Directors
and
Officers
of
the
Fund
The
New
Germany
Fund,
Inc.
53
Directors
Name,
Age,
Term
of
Office
and
Length
of
Time
Served*
†
Principal
Occupation(s)
During
the
Past
Five
Years
and
Other
Information
Other
Directorships
Held
by
Director
Fiona
Flannery,
57
(1)
Class
III
Since
2022
Independent
Non-
Executive
Director,
Kefron
Group
(IT
services
company)
(Dec
2023
to
present)
and
Siol
School
Trust
(registered
Irish
charity)
(March
2024
to
present).
Formerly,
Chief
Executive
Officer
of
PFS
Card
Services
Ireland
Limited
(pre-paid
credit
card
company)
(October
2022
to
December
2023);
DEPFA
Bank
plc
Chief
Executive
Officer
(December
2014
to
June
2022);
DEPFA
Group
Chief
Risk
Officer
and
Executive
Director
(April
2010
to
December
2014);
and
Executive
Director
DEPFA
Pfandbrief
Bank
International
SA
Luxembourg
(December
2011
to
November
2019).
Director,
The
European
Equity
Fund,
Inc.
(since
2022)
and
The
Central
and
Eastern
Europe
Fund,
Inc.
(since
2022).
Dr.
Holger
Hatje,
65
(1)
Class
I
Since
2020
Chairman
of
bank99
AG
(Austrian
retail
bank)
(since
2019).
Member
of
the
Supervisory
Board
of
the
IDEAL
Insurance
Group
(since
2021);
and
Member
of
the
Supervisory
Board
of
ABC
Bank/
ABC
Finance/
Bank
II
GmbH
(since
2023).
Formerly,
Supervisory
Director
of
Hertha
BSC
GmbH
&
Co.
(German
premier
league
football
club)
(2019–2023);
Chief
Executive
Officer
(2006–2018)
and
Executive
Director
(2005),
Berliner
Volksbank
eG
(German
regional
co-operative
bank);
and
Executive
Director
(2004–2005),
Oldenburgische
Landesbank
AG
(German
regional
bank).
He
previously
held
various
positions
at
Dresdner
Bank
AG
(German
global
bank)
(1987–2003),
and
served
as
Supervisory
Director
of
a
number
of
German
banking
and
charitable
organizations.
Director,
The
European
Equity
Fund,
Inc.
(since
2020)
and
The
Central
and
Eastern
Europe
Fund,
Inc.
(since
2020).
Bernhard
Koepp,
59
(1)
Class
II
Since
2022
CEO
&
Managing
Member,
Cyrus
J.
Lawrence
LLC
(SEC
registered
investment
advisor)
(since
2014).
Formerly,
Senior
Managing
Director,
ISI
Group
Inc.
(RIA/brokerdealer)
(1999–2014);
Director,
Asset
Management
Products
Group,
Deutsche
Bank
Securities
(1993–1999);
and
Structured
Finance
Manager
—
Deutsche
Bank
AG
London
(1989–1993).
Director
(since
2022)
and
Chairman
(since
2024),
The
European
Equity
Fund,
Inc.
and
The
Central
and
Eastern
Europe
Fund,
Inc.
54
The
New
Germany
Fund,
Inc.
Name,
Age,
Term
of
Office
and
Length
of
Time
Served*
†
Principal
Occupation(s)
During
the
Past
Five
Years
and
Other
Information
Other
Directorships
Held
by
Director
Dr.
Wolfgang
Leoni,
67
(1)
Class
III
Since
2017
Independent
Consultant;
Dr.
Leoni
is
the
former
Managing
Director
of
HQ
Asset
Management
GmbH
(2018–2022);
Chief
Executive
Officer
of
Sal.
Oppenheim
Jr.
&
CIE.
Komplementär
AG,
Cologne
(Germany)
(private
bank)
(2013–2017)
and
Chairman
of
Sal.Oppenheim
Jr.
&
CIE.
Luxembourg
S.A.
(2013–2017).
He
is
the
former
Chief
Investment
Officer
and
member
of
the
Management
Board
of
Sal.
Oppenheim
Jr.
&
CIE.
Komplementär
AG,
Cologne
(Germany)
(private
bank)
(2009–2013).
He
is
the
former
Managing
Director/CIO
of
Oppenheim
Kapitalanlagegesellschaft
MBH,
Cologne
(Germany)
(investment
company)
(2007–2009),
Managing
Director/CIO
of
Lupus
Alpha
Alternative
Solutions
GMBH
Frankfurt/M
(investment
company)
(2006).
He
is
the
former
Managing
Director/CIO
of
DEKA
Investment
GMBH,
Frankfurt/M
(investment
company)
(2002–2006)
and
Managing
Director/
management
board
member
(1996–2002).
Director,
The
European
Equity
Fund,
Inc.
(since
2017)
and
The
Central
and
Eastern
Europe
Fund,
Inc.
(since
2017).
Hepsen
Uzcan,
50
(1)(2)
Class
III
Since
2020
CEO
of
the
Americas
(since
2024),
DWS;
Head
of
Americas
CEO
Office
(since
2023),
DWS;
Head
of
Product
Americas
(since
2021),
DWS;
Head
of
U.S.
Mutual
Funds
(since
2021),
DWS:
Fund
Administration
(Head
since
2017),
DWS;
Director
and
Vice
President,
DWS
Service
Company
(since
2018);
Director
and
Vice
President,
DWS
Investment
Management
Americas,
Inc.
(since
2018);
Director,
DWS
USA
Corporation
(since
2023);
Trustee,
DBX
Advisors,
LLC
(since
2023);
Director
of
Cayman
Real
Assets
Fund,
Ltd.
(since
2018);
Director
of
Cayman
Commodity
Fund
II,
Ltd.
(since
2018);
and
Chief
Executive
Officer
and
President,
various
DWS
US
registered
investment
companies
advised
by
DWS
Investment
Management
Americas,
Inc.
Ms.
Uzcan
also
serves
as
Director
of
Episcopal
Charities
of
New
York
(since
2018);
and
Director
of
ICI
Mutual
Insurance
Company
(since
2020).
Formerly,
Secretary,
DWS
USA
Corporation
(2018–2023);
Assistant
Secretary,
DWS
Investment
Management
Americas,
Inc.
(2018–2023);
Assistant
Clerk,
DWS
Trust
Company
(2020–2023);
and
Assistant
Secretary,
DWS
Distributors,
Inc.
(2018–
2023).
Director,
The
European
Equity
Fund,
Inc.
(since
2020)
and
The
Central
and
Eastern
Europe
Fund,
Inc.
(since
2020).
The
New
Germany
Fund,
Inc.
55
*
The
address
of
each
Director
is
c/o
DWS
Investment
Management
Americas,
Inc.,
875
Third
Avenue,
New
York,
NY
10022.
†
The
term
of
office
for
Directors
in
Class
I
expires
at
the
2025
Annual
Meeting,
Class
II
expires
at
the
2026
Annual
Meeting
and
Class
III
expires
at
the
2027
Annual
Meeting.
(1)
Indicates
that
the
Director
also
serves
as
a
Director
of
The
European
Equity
Fund,
Inc.
and
The
Central
and
Eastern
Europe
Fund,
Inc.,
two
other
closed-end
registered
investment
companies
for
which
DWS
Investment
Management
Americas,
Inc.
acts
as
Administrator
and
DWS
International
GmbH
acts
as
Investment
Adviser.
(2)
Indicates
“Interested
Person”,
as
defined
in
the
Investment
Company
Act
of
1940,
as
amended
(the
“1940
Act”).
Ms.
Uzcan
is
an
“interested”
Director
as
a
result
of:
her
being
an
officer
of
the
Fund
and
her
ownership
of
securities
of
DWS
Group,
the
indirect
owner
of
the
Investment
Adviser
of
the
Fund;
and
her
ownership
of
shares
of
the
indirect
majority
owner
of
DWS
Group.
Name,
Age,
Term
of
Office
and
Length
of
Time
Served*
†
Principal
Occupation(s)
During
the
Past
Five
Years
and
Other
Information
Other
Directorships
Held
by
Director
Christian
M.
Zügel,
64
(1)
Class
II
Since
2019
Founder,
Chief
Investment
Officer
and
Chairman
of
ZAIS
Group,
LLC
(alternative
credit
manager)
(since
1997)
and
Chairman
of
ZAIS
Group
Holdings,
Inc.
He
is
also
a
director
or
officer
of
various
wholly
owned
affiliated
companies
and
investment
funds
managed
by
ZAIS
Group
LLC
or
related
companies.
He
also
serves
as
Director
of
1014
Inc.
New
York
(charitable
organization)
(since
2019).
Formerly,
Chairman
of
ZAIS
Financial
Corp.
(publicly
traded
commercial
mortgage
real
estate
investment
trust)
(2011–2016);
and
Director
of
Green
Dot
Bioplastics
(bioplastic
material
science
company)
(2022–2024).
Director,
The
European
Equity
Fund,
Inc.
(since
2019)
and
The
Central
and
Eastern
Europe
Fund,
Inc.
(since
2019).
56
The
New
Germany
Fund,
Inc.
Officers*
Name,
Age,
Position
with
the
Fund
and
Length
of
Time
Served
Principal
Occupation(s)
During
the
Past
Five
Years
Hepsen
Uzcan,
50
(1)
President
and
Chief
Executive
Officer,
2017–present
(2)
Managing
Director,
DWS;
CEO
of
the
Americas
(since
2024),
DWS;
Head
of
Americas
CEO
Office
(since
2023),
DWS;
Head
of
Product
Americas
(since
2021),
DWS;
Head
of
U.S.
Mutual
Funds
(since
2021),
DWS;
Head
of
Fund
Administration
(since
2017),
DWS;
Director
and
Vice
President,
DWS
Service
Company
(since
2018);
Director
and
Vice
President,
DWS
Investment
Management
Americas,
Inc.
(since
2023);
Director
of
DWS
USA
Corporation
(since
2023);
Trustee,
DBX
Advisors,
LLC
(since
2023);
Director
of
Cayman
Real
Assets
Fund,
Ltd.
(since
2018);
Director
of
Cayman
Commodity
Fund
II,
Ltd.
(since
2018);
and
Chief
Executive
Officer
and
President,
various
DWS
US
registered
investment
companies
advised
by
DWS
Investment
Management
Americas,
Inc.
Ms.
Uzcan
also
serves
as
Director
of
Episcopal
Charities
of
New
York
(since
2018);
and
Director
of
ICI
Mutual
Insurance
Company
(since
2020).
Formerly,
Secretary,
DWS
USA
Corporation
(2018–2023);
Assistant
Secretary,
DWS
Investment
Management
Americas,
Inc.
(2018–
2023);
Assistant
Clerk,
DWS
Trust
Company
(2020–2023);
and
Assistant
Secretary,
DWS
Distributors,
Inc.
(2018–
2023).
Diane
Kenneally,
58
(3)
Treasurer
and
Chief
Financial
Officer,
2018–present
Director,
DWS;
Fund
Administration
Treasurer’s
Office
(Head
since
2024),
DWS;
Treasurer,
Chief
Financial
Officer
and
Controller,
DBX
ETF
Trust
(since
2019);
and
Chief
Financial
Officer
and
Treasurer,
various
DWS
US
registered
investment
companies
advised
by
DWS
Investment
Management
Americas,
Inc.
(since
2018);
formerly:
Assistant
Treasurer,
various
DWS
US
registered
investment
companies
advised
by
DWS
Investment
Management
Americas,
Inc.
(2007–2018);
Co-Head
of
DWS
Fund
Administration
Treasurer’s
Office
(2018–2024).
John
Millette,
62
(3)
Secretary,
2011–present
(4)
Director,
DWS;
Legal
(Associate
General
Counsel),
DWS;
Chief
Legal
Officer,
DWS
Investment
Management
Americas,
Inc.
(since
2009);
and
Director
and
Vice
President,
DWS
Trust
Company;
Director
of
Cayman
Real
Assets
Fund,
Ltd.
(since
2018);
Director
of
Cayman
Commodity
Fund
II,
Ltd.
(since
2018);
Vice
President,
DBX
Advisors
LLC
(since
2021);
Secretary,
DBX
ETF
Trust
(since
2020);
and
Vice
President
and
Secretary,
various
DWS
US
registered
investment
companies
advised
by
DWS
Investment
Management
Americas,
Inc.
Formerly,
Assistant
Secretary,
DBX
ETF
Trust
(2019–2020).
The
New
Germany
Fund,
Inc.
57
Name,
Age,
Position
with
the
Fund
and
Length
of
Time
Served
Principal
Occupation(s)
During
the
Past
Five
Years
Sheila
Cadogan,
58
(3)
Assistant
Treasurer,
2018–present
Director,
DWS;
Fund
Administration
Treasurer’s
Office,
Head
of
Accounting
and
Vendor
Oversight
(since
2024),
DWS;
Director
and
Vice
President,
DWS
Trust
Company
(since
2018);
Assistant
Treasurer,
DBX
ETF
Trust
(since
2019);
and
Assistant
Treasurer,
various
DWS
US
registered
investment
companies
advised
by
DWS
Investment
Management
Americas,
Inc.(since
2017).
Formerly,
Co-Head
of
DWS
Fund
Administration
Treasurer’s
Office
(2018–2024).
Alyssa
Asbury,
29
(1)
Assistant
Secretary,
2020–present
Vice
President,
DWS;
Fund
Administration
(Senior
Specialist),
DWS.
Caroline
Pearson,
62
(3)
Chief
Legal
Officer,
2012–present
Managing
Director,
DWS;
Legal
(Regional
Head
Legal
Americas)
(since
2024),
DWS;
Chief
Legal
Officer,
DBX
Advisors
LLC
(since
2019);
Assistant
Secretary,
DBX
ETF
Trust
(since
2020);
and
Chief
Legal
Officer,
various
DWS
US
registered
investment
companies
advised
by
DWS
Investment
Management
Americas,
Inc.
Formerly:
Secretary,
Deutsche
AM
Distributors,
Inc.
(2002–2017);
Secretary,
Deutsche
AM
Service
Company
(2010–2017);
Chief
Legal
Counsel,
DBX
Strategic
Advisors
LLC
(2020–
2021);
and
Legal
(Senior
Team
Lead),
DWS
(2020–2024).
Scott
D.
Hogan,
54
(3)
Chief
Compliance
Officer,
2016–present
Director,
DWS;
Anti-Financial
Crime
&
Compliance
US
(Senior
Team
Lead),
DWS;
and
Chief
Compliance
Officer,
various
DWS
US
registered
investment
companies
advised
by
DWS
Investment
Management
Americas,
Inc.
Christian
Rijs,
44
(1)
Anti-Money
Laundering
Compliance
Officer,
2021–present
Director,
DWS;
Anti-Financial
Crime
and
Compliance
(Senior
Team
Lead),
DWS;
AML
Officer,
DWS
Trust
Company
(since
2021);
AML
Officer,
DBX
ETF
Trust
(since
2021);
AML
Officer,
various
DWS
US
registered
investment
companies
advised
by
DWS
Investment
Management
Americas,
Inc.
(since
2021);
formerly:
DWS
UK
&
Ireland
Head
of
Anti-Financial
Crime
and
MLRO.
Rich
Kircher,
62
(3)
Deputy
Money
Laundering
Compliance
Officer,
since
July
26,
2024
Director,
DWS;
Anti-Financial
Crime
and
Compliance
(Senior
Team
Lead),
DWS;
Deputy
AML
Officer,
DBX
ETF
Trust
(since
August
13,
2024);
Deputy
AML
Officer,
various
DWS
US
registered
investment
companies
advised
by
DWS
Investment
Management
Americas,
Inc.
(since
September
20,
2024);
Deputy
AML
Officer,
DWS
Distributors,
Inc.
(since
November
13,
2024);
formerly:
BSA
&
Sanctions
Compliance
Officer
for
Putnam
Investments.
58
The
New
Germany
Fund,
Inc.
Each
also
serves
as
an
Officer
of
The
European
Equity
Fund,
Inc.
and
The
Central
and
Eastern
Europe
Fund,
Inc.,
two
other
closed-end
registered
investment
companies
for
which
DWS
Investment
Management
Americas,
Inc.
acts
as
Administrator.
*
As
a
result
of
their
respective
positions
held
with
the
Administrator
or
its
affiliates,
these
individuals
are
considered
“interested
persons”
of
the
Administrator
within
the
meaning
of
the
1940
Act.
Interested
persons
receive
no
compensation
directly
from
the
Fund.
(1)
Address:
875
Third
Avenue,
New
York,
New
York
10022.
(2)
Served
as
Assistant
Secretary
from
July
22,
2013
to
May
7,
2020.
(3)
Address:
100
Summer
Street,
Boston,
Massachusetts
02110.
(4)
Served
as
Assistant
Secretary
from
July
14,
2006
to
December
31,
2010
and
as
Secretary
to
the
Fund
from
January
30,
2006
to
July
13,
2006.
Additional
Information
The
New
Germany
Fund,
Inc.
59
Automated
Information
Lines
DWS
Closed-End
Fund
Info
Line
(800)
349-4281
Web
Site
dws.com
Obtain
fact
sheets,
financial
reports,
press
releases
and
webcasts
when
available.
Written
Correspondence
DWS
Attn:
Secretary
of
the
DWS
Funds
100
Summer
Street
Boston,
MA
02110
Legal
Counsel
Sullivan
&
Cromwell
LLP
125
Broad
Street
New
York,
NY
10004
Dividend
Reinvestment
Plan Agent
SS&C
GIDS,
Inc.
333
W.
11th
Street,
5th
Floor
Kansas
City,
MO
64105
Shareholder
Service
Agent
and
Transfer
Agent
DWS
Service
Company
P.O.
Box
219066
Kansas
City,
MO
64121-9066
(800)
437-6269
Custodian
Brown
Brothers
Harriman
&
Company
50
Post
Office
Square
Boston,
MA
02110
Independent
Registered
Public
Accounting
Firm
Ernst
&
Young
LLP
200
Clarendon
Street
Boston,
MA
02116
Proxy
Voting
A
description
of
the
Fund's
policies
and
procedures
for
voting
proxies
for
portfolio
securities
and
information
about
how
the
Fund
voted
proxies
related
to
its
portfolio
securities
during
the
most
recent
12-month
period
ended
June
30
is
available
on
our
Web
site
—
dws.com/en-us/resources/proxy-voting
or
on
the
SEC's
Web
site
—
sec.gov.
To
obtain
a
written
copy
of
the
Fund's
policies
and
procedures
without
charge,
upon
request,
call
us
toll
free
at
(800)
437-6269.
60
The
New
Germany
Fund,
Inc.
Portfolio
Holdings
Following
the
Fund's
fiscal
first
and
third
quarter-end,
a
complete
portfolio
holdings
listing
is
posted
on
dws.com
and
is
available
free
of
charge
by
contacting
your
financial
intermediary
or,
if
you
are
a
direct
investor,
by
calling
(800)
728-3337.
In
addition,
the
portfolio
holdings
listing
is
filed
with
the
SEC
on
the
Fund's
Form
N-PORT
and
will
be
available
on
the
SEC's
Web
site
at
sec.gov.
Additional
portfolio
holdings
for
the
Fund
are
also
posted
on
dws.com
from
time
to
time.
Please
see
the
Fund’s
current
prospectus
for
more
information.
Investment
Management
DWS
International
GmbH,
which
is
part
of
DWS
Group,
is
the
investment
advisor
for
the
Fund.
DWS
International
GmbH
provides
a
full
range
of
investment
advisory
services
to
both
institutional
and
retail
clients.
DWS
International
GmbH
is
a
direct,
wholly
owned
subsidiary
of
DWS
Group.
DWS
Group
is
a
global
organization
that
offers
a
wide
range
of
investing
expertise
and
resources,
including
hundreds
of
portfolio
managers
and
analysts
and
an
office
network
that
reaches
the
world's
major
investment
centers.
This
well-resourced
global
investment
platform
brings
together
a
wide
variety
of
experience
and
investment
insight
across
industries,
regions,
asset
classes
and
investing
styles.
Open
Market
Purchases
by
the
Fund
Notice
is
hereby
given
in
accordance
with
Section
23(c)
of
the
Investment
Company
Act
of
1940
that
the
Fund
may
purchase
at
market
prices
from
time
to
time
shares
of
its
common
stock
in
the
open
market.
Voluntary
Cash
Purchase
Program
and
Dividend
Reinvestment
Plan
The
Fund
offers
shareholders
a
Voluntary
Cash
Purchase
Program
and
Dividend
Reinvestment
Plan
(“Plan”)
which
provides
for
optional
cash
purchases
and
for
the
automatic
reinvestment
of
dividends
and
distributions
payable
by
the
Fund
in
additional
Fund
shares.
Plan
participants
may
invest
as
little
as
$100
in
any
month
and
may
invest
up
to
$36,000
annually.
The
Plan
allows
current
shareholders
who
are
not
already
participants
in
the
Plan
and
first
time
investors
to
enroll
in
the
Plan
by
making
an
initial
cash
deposit
of
at
least
$250
with
the
plan
agent.
Share
purchases
are
combined
to
receive
a
beneficial
brokerage
fee.
A
brochure
is
available
by
writing
or
telephoning
the
transfer
agent:
DWS
Service
Company
P.O.
Box
219066
Kansas
City,
MO
64105
Tel.:
1-800-437-6269
NYSE
Symbol
GF
Nasdaq
Symbol
XGFNX
CUSIP
Number
644465106
Notes
Notes
Notes
There
are
three
closed-end
funds
investing
in
European
equities
advised
and
administered
by
wholly
owned
subsidiaries
of
the
DWS
Group:
The
Central
and
Eastern
Europe
Fund,
Inc.
—
investing
primarily
in
equity
or
equity-linked
securities
of
issuers
domiciled
in
Central
and
Eastern
Europe
(with
normally
at
least
80%
in
securities
of
issuers
domiciled
in
countries
in
Central
and
Eastern
Europe).
The
European
Equity
Fund,
Inc.
—
investing
primarily
in
equity
or
equity-linked
securities
of
issuers
domiciled
in
Europe
(with
normally
at
least
80%
in
securities
of
issuers
domiciled
in
Europe).
The
New
Germany
Fund,
Inc.
—
investing
primarily
in
equity
or
equity-linked
securities
of
middle
market
German
companies
with
up
to
20%
in
other
Western
European
companies
(with
no
more
than
15%
in
any
single
country).
Please
consult
your
broker
for
advice
on
any
of
the
above
or
call
1-800-437-6269
for
shareholder
reports.
875
Third
Avenue
New
York,
NY
10022
NGF-2
R-025797-14
(2/25)

| (b) Not applicable
Item 2. | Code of Ethics.
| As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR that applies to its Principal Executive Officer and Principal Financial Officer. There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
Item 3. | Audit Committee Financial Expert.
| The Fund’s Board of Directors has determined that the Fund has at least one “audit committee financial expert” serving on its audit committee: Fiona Flannery. This audit committee member is “independent,” meaning that he is not an “interested person” of the Fund (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940) and he does not accept any consulting, advisory, or other compensatory fee from the Fund (except in the capacity as a Board or committee member). An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933, as a result of being designated as an “audit committee financial expert.” Further, the designation of a person as an “audit committee financial expert” does not mean that the person has any greater duties, obligations, or liability than those imposed on the person without the “audit committee financial expert” designation. Similarly, the designation of a person as an “audit committee financial expert” does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
Item 4. | Principal Accountant Fees and Services.

The new germany Fund, Inc.

form n-csr disclosure re: AUDIT FEES

The following table shows the amount of fees that Ernst & Young LLP (“EY”), the Fund’s Independent Registered Public Accounting Firm, billed to the Fund during the Fund’s last two fiscal years. The Audit Committee approved in advance all audit services and non-audit services that EY provided to the Fund.

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

Fiscal Year Ended October 31, | Audit Fees Billed to Fund | Audit-Related Fees Billed to Fund | Tax Fees Billed to Fund | All Other Fees Billed to Fund
2024 | $56,364 | $0 | $5,969 | $0
2023 | $54,722 | $0 | $5,969 | $0

The above “Tax Fees” were billed for professional services rendered for tax preparation.

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

The following table shows the amount of fees billed by EY to the Fund’s advisor, DWS International GmbH, or the administrator, DWS Investment Management Americas, Inc. (“DIMA”), and any entity controlling, controlled by or under common control with DWS International GmbH or DWS Investment Management Americas, Inc. (“Control Affiliate”) that provides ongoing services to the Fund (collectively, the Advisor Entities”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.

Fiscal Year Ended October 31, | Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers | Tax Fees Billed to Adviser and Affiliated Fund Service Providers | All Other Fees Billed to Adviser and Affiliated Fund Service Providers
2024 | $0 | $637,276 | $0
2023 | $0 | $424,143 | $0

The above “Tax Fees” were billed in connection with tax compliance services and agreed upon procedures.

Non-Audit Services

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

Fiscal Year Ended October 31, | Total Non-Audit Fees Billed to Fund (A) | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund) (B) | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements) (C) | Total of (A), (B) and (C)
2024 | $5,969 | $637,276 | $0 | $643,245
2023 | $5,969 | $424,143 | $0 | $430,112

Audit Committee Pre-Approval Policies and Procedures. Generally, each Fund’s Audit Committee must pre approve (i) all services to be performed for a Fund by a Fund’s Independent Registered Public Accounting Firm and (ii) all non-audit services to be performed by a Fund’s Independent Registered Public Accounting Firm for the Advisor Entities with respect to operations and financial reporting of the Fund. The Audit Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Audit Committee. The Board and the Audit Committee have authorized any member of the Audit Committee to pre-approve any audit or non-audit services to be performed by the independent auditors, provided that any such approvals are presented to the Audit Committee at its next scheduled meeting.

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

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

***

In connection with the audit of the 2023 and 2024 financial statements, the Fund entered into an engagement letter with EY. The terms of the engagement letter required by EY, and agreed to by the 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 services provided thereunder.

***

Item 5. | Audit Committee of Listed Registrants
| The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The registrant's audit committee consists of Fiona Flannery (Chair), Dr. Holger Hatje and Dr. Wolfgang Leoni.
Item 6. | Investments.
| Not applicable
Item 7. | Financial Statements and Financial Highlights for Open-End Management Investment Companies.
| Not applicable
Item 8. | Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
| Not applicable
Item 9. | Proxy Disclosures for Open-End Management Investment Companies.
| Not applicable
Item 10. | Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
| Not applicable
Item 11. | Statement Regarding Basis for Approval of Investment Advisory Contract.
| See Item 1(a)
Item 12. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Scope

DWS investment advisors (“DWS”)1 registered with the SEC have adopted and implemented the following Proxy Voting Policy and Guidelines – DWS Americas (“Policy and Guidelines”). The Policy and Guidelines are reasonably designed to ensure that proxies are voted in the best economic interest of DWS’s advisory clients2 with voting rights (i.e., equity securities) and in accordance with its fiduciary duties and local regulation. The Policy and Guidelines apply to DWS when on behalf of client accounts, it has taken on the responsibility to vote, or provide recommendations relating to proxies.

The guidelines attached as Attachment A represent a set of recommendations (the “Guidelines”) that were determined by the DWS Proxy Voting Sub-Committee (“the PVSC”). These Guidelines were developed and approved by the PVSC to provide DWS with a comprehensive list of recommendations that represent how DWS will generally vote proxies for its clients. The Guidelines are closely aligned with, although not identical to, those of its proxy voting agent, Institutional Shareholder Services (“ISS”). As a fiduciary, DWS owes its clients a duty of loyalty and duty of care. As a result, DWS has a fiduciary obligation to vote proxies in the best economic interest of clients taking into consideration reasonable costs without considering any relationship that it or its parent or affiliates may have with an issuer. In addition, the organizational structures and documents of the various DWS legal entities allow, where necessary or appropriate, the execution by individual DWS subsidiaries of the proxy voting rights independently of any parent or affiliated company.

Capitalised terms have the meaning ascribed to them in the Glossary.

DWS’s Proxy Voting Responsibilities

Proxy votes are the property of DWS’s advisory clients. As such, DWS’s authority and responsibility to vote such proxies depend upon its contractual relationships with its clients or other delegated authority. DWS has delegated responsibility for effecting its advisory clients’ proxy votes to ISS, an independent third-party proxy voting specialist. ISS analyses and votes DWS’s advisory clients’ proxies in accordance with the Guidelines or DWS’s specific instructions. Where a client has given specific instructions as to how a proxy should be voted, DWS will notify ISS to carry out those instructions. Where no specific instruction exists, DWS will follow the procedures in voting the proxies set forth in this document. Certain Taft-Hartley clients may direct DWS to have ISS vote their proxies in accordance with Taft-Hartley Voting Guidelines.

1 These include DWS Investment Management Americas, Inc. (“DIMA”), DBX Advisors LLC (“DBX”) and RREEF Americas L.L.C. (“RREEF”) as well as DWS registered investment advisors based outside of the U.S. who provide services to U.S. accounts based on delegation from DIMA, DBX or RREEF.

2 For purposes of this document, “clients” refers to persons or entities: (i) for which DWS serves as investment advisor or sub-advisor; (ii) for which DWS votes proxies; and (iii) that have an economic or beneficial ownership interest in the portfolio securities of issuers soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify DWS that they wish to engage in securities lending transactions. In such cases, it is the responsibility of the custodian to deduct the number of shares that are on loan so that they do not get voted twice. DWS generally does not recall shares during a particular proxy vote but may recall shares under the limited circumstances described below. DWS maintains a list of U.S. and Canadian securities for certain clients that it does not intend to lend through a securities lending program during a given proxy voting season based on such factors as the overall ownership level to impact a vote, expected proxy votes on various matters or potential revenue associated with the security being out on loan over the period. DWS will also recall shares of securities on loan during a particular proxy vote for all products that have adopted an environmental, social and governance (“ESG”) dedicated investment strategy. The handling of all recall requests is beyond DWS’s control and may not be satisfied in time for DWS to vote the shares in question. When shares remain on loan through a securities lending program, the portfolio management teams will not be able to participate in the votes.

POLICIES

Proxy Voting Activities are Conducted in the Best Economic Interest of Clients

DWS has adopted the following Policies and Guidelines to ensure that proxies are voted in accordance with the best economic interest of its clients, as determined by DWS in good faith after appropriate review. DWS believes that this responsibility includes consideration of the economic effect on companies of certain relevant ESG factors.

DWS Investment Platform

Portfolio managers or research analysts in the DWS Investment Platform with appropriate standing (“Portfolio Management”)3 review recommendations for the U.S. accounts they manage from ISS on how to vote proxies based on its application of the Guidelines. Portfolio Management and members of the PVSC may request that the PVSC consider voting a particular proxy contrary to the Guidelines or recommendations from ISS based on its application of the Guidelines, if they believe that it may not be in the best economic interest of clients to vote the proxy in accordance with the Guidelines or ISS recommendations.

The Proxy Voting Sub-Committee

The PVSC is an internal working group established by the applicable DWS’s Investment Risk Oversight Committee pursuant to written Terms of Reference. The PVSC is responsible for overseeing DWS’s proxy voting activities, including:

| ■ | Adopting, monitoring and updating the Guidelines that provide how DWS will generally vote proxies pertaining to a comprehensive list of common proxy voting matters;

| ■ | Making decisions on how to vote proxies where: (i) the issues are not covered by specific client instruction or the Guidelines; or (ii) where an exception to the Guidelines may be in the best economic interest of DWS’s clients;

| ■ | Review recommendations raised by Portfolio Management, the PVSC and others to vote a particular proxy contrary to the Guidelines or recommendations from ISS based on its application of the Guidelines; and

| ■ | Monitoring DWS’s Proxy Vendor Oversight Group (“Proxy Vendor Oversight”) proxy voting activities (see below).

DWS’s Proxy Vendor Oversight, a function of DWS’s Operations Group, is responsible for coordinating with ISS to administer DWS’s proxy voting process and for voting proxies in accordance with any specific client instructions or, if there are none, the Guidelines, and overseeing ISS’s proxy responsibilities in this regard.

3 Portfolio Management also includes portfolio managers from DWS registered investment advisors based outside the U.S. who provided services to the U.S. accounts based on a delegation from DIMA, DBX or RREEF.

Availability of Proxy Voting Policies and Proxy Voting Record

Copies of this Policy and Guidelines, as it may be updated from time to time are made available to clients as required by law and otherwise at DWS’s discretion. Clients may also obtain information on how their proxies were voted by DWS as required by law and otherwise at DWS’s discretion. Note, however, that DWS must not selectively disclose its investment company clients’ proxy voting records. Proxy Vendor Oversight will make proxy voting reports available to advisory clients upon request. The investment companies’ proxy voting records will be disclosed to shareholders by means of publicly available annual filings of each company’s proxy voting record for the 12-month periods ending June 30, if so required by relevant law.

Procedures

The key aspects of DWS’s proxy voting process are delineated below.

The DWS Proxy Voting Guidelines

The Guidelines set forth the PVSC’s standard voting positions on a comprehensive list of common proxy voting matters. The PVSC has developed and continues to update the Guidelines based on consideration of current corporate governance principles, industry standards, client feedback, and the impact of the matter on issuers and the value of the investments.

The PVSC will review the Guidelines as necessary to support the best economic interest of DWS’s clients and, in any event, at least annually. The PVSC will make changes to the Guidelines, whether as a result of the annual review or otherwise, taking solely into account the best economic interest of clients. Before changing the Guidelines, the PVSC will thoroughly review and evaluate the proposed change and the reasons therefore, and the PVSC Chairperson(s) will ask PVSC members whether anyone outside or within the DWS organization (including Deutsche Bank and its affiliates) or any entity that identifies itself as an DWS advisory client has requested or attempted to influence the proposed change and whether any member has a conflict of interest with respect to the proposed change. If any such matter is reported to the PVSC Chairperson(s), the Chairperson(s) will promptly notify the Conflicts of Interest Management Sub-Committee and will defer the approval, if possible. Lastly, the PVSC will fully document its rationale for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual practices of the public company(ies) within the Deutsche Bank organization or of the investment companies for which DWS or an affiliate serves as investment advisor or sponsor. Investment companies, particularly closed-end investment companies, are different from traditional operating companies. These differences may call for differences in the actual practices of the investment company and the voting positions of the investment company on the same or similar matters. Further, the manner in which DWS votes proxies on behalf investment company proxies may differ from the voting recommendations made by a DWS-advised or sponsored investment company soliciting proxies from its shareholders.

Proxy Voting Recommendations and Decisions Made on a Case-by-Case Basis

Proxy Vendor Oversight will refer to Portfolio Management and members of the PVSC for review and recommendations on how to vote proxies prepared by ISS based upon the Guidelines. The proxies shall be voted on a case-by-case basis based on ISS’s application of the Guidelines. Portfolio Management and members of PVSC may request that the PVSC consider voting a particular proxy contrary to the Guidelines if they believe that it may not be in the best economic interest of clients to vote the proxy in accordance with the Guidelines.

Specific Proxy Voting Decisions Made by the PVSC

Proxy Vendor Oversight will refer to the PVSC only proxy proposals: (i) that are not covered by specific client instructions or the Guidelines; or (ii) that, in accordance with this Policy and Guidelines, have been appealed. The Proxy Vendor Oversight team will present to Portfolio Management and members of the PVSC all proposals voted on a case-by-case basis in accordance with the Guidelines which will include recommendations from ISS based on ISS’s application of the Guidelines and, in certain instances as outlined in the Guidelines or its Sustainability Proxy Voting Guidelines (“Sustainability”) Policy on social and sustainability issues. In addition, DWS may in certain circumstance consider the Coalition for Environmentally Responsible Economies (“CERES”) guidance on environmental and social matters contained in the CERES Roadmap 2030. Portfolio Management may appeal a recommendation when they believe that it may not be in the best economic interest of the client to vote in accordance with the recommendation, and such appeal will be referred by the Proxy Vendor Oversight team to the PVSC for consideration.

The DWS Corporate Governance Center (“CGC”) provides support to the PVSC but does not make any voting recommendations or determinations. The CGC will research recommendations from ISS based on the Sustainability Policy or CERES Roadmap 2030 to assess whether such recommendations are in the best economic interest of clients and will inform the PVSC Chairperson(s) of any such ISS recommendations that the CGC believes may not be in the best economic interest of clients. The CGC will periodically provide a report to the PVSC that includes details of its analysis with respect to the ISS recommendations based on the Sustainability Policy or CERES Roadmap 2030 and how DWS voted on each proxy. The CGC may also, at the PVSC’s request, provide research and analysis related to other proxy matters.

Additionally, if Proxy Vendor Oversight, the PVSC Chairperson(s), any member of the PVSC or Portfolio Management believes that voting a particular proxy in accordance with the Guidelines may not be in the best economic interest of clients, that individual may bring the matter to the attention of the PVSC Chairperson(s) and/or Proxy Vendor Oversight.

If Proxy Vendor Oversight refers a proxy proposal to the PVSC (or Action Group) or the PVSC (or Action Group) determines that voting a particular proxy in accordance with the Guidelines is not in the best economic interest of clients, the PVSC (or Action Group) will evaluate and instruct the Proxy Vendor Oversight team to vote the proxy in accordance with its fiduciary duty and subject to the procedures below regarding conflicts. Proxy Vendor Oversight shall periodically report to the PVSC the details of any instructions received from any Action Group.

The PVSC endeavours to determine how to vote particular proxies prior to the voting deadline.

Proxies that Cannot Be Voted or Instances When DWS Abstains from Voting

In some cases, the PVSC may determine that it is in the best economic interest of its clients not to vote certain proxies, or that it may not be feasible to vote certain proxies. If the conditions below are met with regard to a proxy proposal, DWS will not vote on the issue:

| ■ | Neither the Guidelines nor specific client instructions cover an issue;

| ■ | ISS does not make a recommendation on the issue; or

| ■ | There is not sufficient time prior to the voting deadline to make a determination as to what voting decision would be in the client’s best interest.

In addition, it is DWS’s policy not to vote proxies of issuers subject to laws of those jurisdictions that impose restrictions upon selling shares after proxies are voted, in order to preserve liquidity. In other cases, it may not be possible to vote certain proxies, despite good faith efforts to do so. For example, some jurisdictions do not provide adequate notice to shareholders so that proxies may be voted on a timely basis. Voting rights on securities that have been loaned to third-parties transfer to those third-parties, with loan termination often being the only way to attempt to vote proxies on the loaned securities. Lastly, the PVSC may determine that the costs to the client(s) associated with voting a particular proxy or group of proxies outweighs the economic benefits expected from voting the proxy or group of proxies.

There may be instances when DWS holds a position in a private company requiring a voting decision. ISS does not provide research and is unable to provide a voting recommendation based on the Guidelines with respect to private companies. As a result, DWS will refer all private company proxies to portfolio management for a review based on information that is available to them. Portfolio management will submit any recommendations to vote “For” or “Against” proposals for private companies to the PVSC for consideration. DWS will vote to “Abstain” for proposals for private companies if portfolio management does not have a recommendation to vote “For” or “Against” based on the available information.

Proxy Vendor Oversight will coordinate with the PVSC Chairperson(s) regarding any specific proxies and any categories of proxies that will not or cannot be voted. The reasons for not voting any proxy shall be documented.

Conflict of Interest Procedures

Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle

In the limited circumstances where the PVSC votes proxies,4 the PVSC will vote those proxies in accordance with what it, in good faith, determines to be the best economic interest of DWS’s clients.5

Independence of the PVSC

As a matter of Compliance policy, the PVSC and Proxy Vendor Oversight are structured to be independent from other parts of Deutsche Bank. Members of the PVSC and the employee responsible for Proxy Vendor Oversight are employees of DWS. As such, they may not be subject to the supervision or control of any employees of Deutsche Bank Corporate and Investment Banking division (“CIB”). Their compensation cannot be based upon their contribution to any business activity outside of DWS without prior approval of Legal and Compliance. They can have no contact with employees of Deutsche Bank outside of DWS regarding specific clients, business matters, or initiatives without the prior approval of Legal and Compliance. They furthermore may not discuss proxy votes with any person outside of DWS (and within DWS only on a need-to-know basis).

Conflict Review Procedures

The “Conflicts of Interest Management Sub-Committee” within DWS monitors for potential material conflicts of interest in connection with proxy proposals that are to be evaluated by the PVSC. The Conflicts of Interest Management Sub-Committee members include DWS Compliance, the chief compliance officers of the advisors and the DWS Funds. Promptly upon a determination that a proxy vote shall be presented to the PVSC, the PVSC Chairperson(s) shall notify the Conflicts of Interest Management Sub-Committee. The Conflicts of Interest Management Sub-Committee shall promptly collect and review any information deemed reasonably appropriate to evaluate, in its reasonable judgment, if DWS or any person participating in the proxy voting process has, or has the appearance of, a material conflict of interest. For the purposes of this policy, a conflict of interest shall be considered “material” to the extent that a reasonable person could expect the conflict to influence, or appear to influence, the PVSC’s decision on the particular vote at issue. PVSC should provide the Conflicts of Interest Management Sub-Committee a reasonable amount of time (no less than 24 hours for the Americas/Europe and 48 hours for APAC) to perform all necessary and appropriate reviews. To the extent that a conflicts review cannot be sufficiently completed by the Conflicts of Interest Management Sub-Committee the proxies will be voted in accordance with the standard Guidelines.

4 As mentioned above, the PVSC votes proxies where: (i) neither a specific client instruction nor a Guideline directs how the proxy should be voted; or (ii) where voting in accordance with the Guidelines may not be in the best economic interest of clients. Further, the PVSC will review recommendations for proxies if Portfolio Management or a member of the PVSC recommends voting contrary to the ISS recommendation if they believe that it may not be in the best economic interest of the client to vote in accordance with the Guidelines or ISS recommendation based on its application of the Guidelines.

5 Proxy Vendor Oversight, who serves as the non-voting secretary of the PVSC, may receive routine calls from proxy solicitors and other parties interested in a particular proxy vote. Any contact that attempts to exert improper pressure or influence shall be reported to the Conflicts of Interest Management Sub-Committee.

The information considered by the Conflicts of Interest Management Sub-Committee may include without limitation information regarding: (i) DWS client relationships; (ii) any relevant personal conflict known by the Conflicts of Interest Management Sub-Committee or brought to the attention of that sub-committee; and (iii) any communications with members of the PVSC (or anyone participating or providing information to the PVSC) and any person outside or within the DWS organization (including Deutsche Bank and its affiliates) or any entity that identifies itself as an DWS advisory client regarding the vote at issue. In the context of any determination, the Conflicts of Interest Management Sub-Committee may consult with and shall be entitled to rely upon all applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management Sub-Committee will document its findings and conclusions. If the Conflicts of Interest Management Sub-Committee determines that: (i) DWS has a material conflict of interest that would prevent it from deciding how to vote the proxies concerned without further client consent; or (ii) certain individuals should be recused from participating in the proxy vote at issue, the Conflicts of Interest Management Sub-Committee will so inform the PVSC Chairperson(s).

If notified that DWS has a material conflict of interest as described above, the PVSC chairperson(s) will obtain instructions as to how the proxies should be voted either from: (i) if time permits, the affected clients; or (ii) in accordance with the standard Guidelines. If notified that certain individuals should be recused from the proxy vote at issue, the PVSC Chairperson(s) shall do so in accordance with the procedures set forth below.

Note: Any DWS employee who becomes aware of a potential, material conflict of interest in respect of any proxy vote to be made on behalf of clients shall notify Compliance or the Conflicts of Interest Management Sub-Committee. Compliance shall call a meeting of the Conflicts of Interest Management Sub-Committee to evaluate such conflict and determine a recommended course of action.

Procedures to be followed by the PVSC

At the beginning of any discussion regarding how to vote any proxy, the PVSC Chairperson(s) (or his or her delegate) will inquire as to whether any PVSC member (whether voting or ex officio) or any person participating in the proxy voting process has a personal conflict of interest or has knowledge of an actual or apparent conflict that has not been reported to the Conflicts of Interest Management Sub-Committee.

The PVSC Chairperson(s) also will inquire of these same parties whether they have actual knowledge regarding whether any Director, officer, or employee outside or within the DWS organization (including Deutsche Bank and its affiliates) or any entity that identifies itself as an DWS advisory client, has: (i) requested that DWS, Proxy Vendor Oversight (or any member thereof), or a PVSC member vote a particular proxy in a certain manner; (ii) attempted to influence DWS, Proxy Vendor Oversight (or any member thereof), a PVSC member or any other person in connection with proxy voting activities; or (iii) otherwise communicated with a PVSC member, or any other person participating or providing information to the PVSC regarding the particular proxy vote at issue and which incident has not yet been reported to the Conflicts of Interest Management Sub-Committee.

If any such incidents are reported to the PVSC Chairperson(s), the Chairperson(s) will promptly notify the Conflicts of Interest Management Sub-Committee and, if possible, will delay the vote until the Conflicts of Interest Management Sub-Committee can complete the conflicts review. If a delay is not possible, the Conflicts of Interest Management Sub-Committee will instruct the PVSC (i) whether anyone should be recused from the proxy voting process or (ii) whether DWS should vote the proxy in accordance with the standard guidelines, seek instructions as to how to vote the proxy at issue from ISS or, if time permits, the affected clients. These inquiries and discussions will be properly reflected in the PVSC’s minutes.

Duty to Report. Any DWS employee, including any PVSC member (whether voting or ex officio), that is aware of any actual or apparent conflict of interest relevant to, or any attempt by any person outside or within the DWS organization (including Deutsche Bank and its affiliates) or any entity that identifies itself as an DWS advisory client to influence how DWS votes its proxies has a duty to disclose the existence of the situation to the PVSC Chairperson(s) (or his or her designee) and the details of the matter to the Conflicts of Interest Management Sub-Committee. In the case of any person participating in the deliberations on a specific vote, such disclosure should be made before engaging in any activities or participating in any discussion pertaining to that vote.

Recusal of Members

The PVSC will recuse from participating in a specific proxy vote any PVSC members (whether voting or ex officio) and/or any other person who: (i) are personally involved in a material conflict of interest; or (ii) who, as determined by the Conflicts of Interest Management Sub-Committee, have actual knowledge of a circumstance or fact that could affect their independent judgment, in respect of such vote. The PVSC will also exclude from consideration the views of any person (whether requested or volunteered) if the PVSC or any member thereof knows, or if the Conflicts of Interest Management Sub-Committee has determined, that such other person has a material conflict of interest with respect to the particular proxy or has attempted to influence the vote in any manner prohibited by these policies.

If, after excluding all relevant PVSC voting members pursuant to the paragraph above, there are three or more PVSC voting members remaining, those remaining PVSC members will determine how to vote the proxy in accordance with these Policies and Guidelines. If there are fewer than three PVSC voting members remaining, the PVSC Chairperson(s) will vote the proxy in accordance with the standard Guidelines or will obtain instructions as to how to have the proxy voted from, if time permits, the affected clients and otherwise from ISS.

Affiliated Investment Companies, Rule 12d1-4 and Affiliated Public Companies

Investment Companies

For investment companies for which DWS or an affiliate serves as investment advisor or principal underwriter, such proxies are voted in the same proportion as the vote of all other shareholders (i.e., “mirror” or “echo” voting). In addition, if a registered investment company (including an exchange traded fund) advised by DWS or an affiliate together with DWS advisory clients, in aggregate, (i) hold more than 25% of the outstanding voting securities of an investment company that is not a registered closed-end fund or business development company, or (ii) hold more than 10% of the outstanding voting securities of an investment company that is a registered closed-end fund or business development company, then DWS will vote its holdings in such registered investment company’s securities in the same proportion as the vote of all other holders of such securities (i.e., “mirror” or “echo” voting) as required by Rule 12d1-4 of the 1940 Act. Master Fund proxies solicited from feeder Funds are voted in accordance with applicable provisions of Section 12 of 1940 Act.

Affiliated Public Companies

For proxies solicited by non-investment company issuers of or within the DWS or Deutsche Bank organization (e.g., shares of DWS or Deutsche Bank), these proxies will be voted in the same proportion as the vote of other shareholders (i.e., “mirror” or “echo” voting). In markets where mirror voting is not permitted, DWS will “Abstain” from voting such shares.

Note: With respect to affiliated registered investment companies that invest in the DWS Central Cash Management Government Fund (registered under the 1940 Act), the affiliated registered investment companies are not required to engage in echo voting with respect to proxies of the DWS Central Cash Management Government Fund and the investment advisor will use these Guidelines and may determine, with respect to proxies of the DWS Central Cash Management Government Fund, to vote contrary to the positions in the Guidelines, consistent with the Fund’s best interest.

Other Procedures that Limit Conflicts of Interest

DWS and other entities in the Deutsche Bank organization have adopted a number of policies, procedures, and internal controls that are designed to avoid various conflicts of interest, including those that may arise in connection with proxy voting, including but not limited to:

| ■ | Code of Conduct– DB Group;

| ■ | Conflicts of Interest Policy – DWS Group;

| ■ | Code of Ethics – DWS Group;

The PVSC expects that these policies, procedures, and internal controls will greatly reduce the chance that the PVSC (or its members) would be involved in, aware of, or influenced by an actual or apparent conflict of interest.

RECORDKEEPING

At a minimum, the following records must be properly maintained and readily accessible in order to evidence compliance with this Policy.

| ■ | DWS will maintain a record of each proxy vote cast by DWS that includes among other things, company name, meeting date, proposals presented, vote cast, and shares voted.

| ■ | Proxy Vendor Oversight maintains records for each of the proxy ballots it votes. Specifically, the records include, but are not limited to:

The proxy statement (and any additional solicitation materials) and relevant portions of annual statements;

Any additional information considered in the voting process that may be obtained from an issuing company, its agents, or proxy research firms;

Analyst worksheets created for stock option plan and share increase analyses; and

Proxy Edge print-screen of actual vote election.

| ■ | DWS will: (i) retain this Policy and the Guidelines; (ii) maintain records of requests from Portfolio Management and members of the PVSC to appeal a recommendation on how to vote a proxy; (iii) maintain minutes of the meeting of the PVSC; (iv) maintain records of client requests for proxy voting information; and (v) retain any documents prepared by Proxy Vendor Oversight, the CGC or the PVSC that were material to making a voting decision or that memorialized the basis for a proxy voting decision.

| ■ | The PVSC also will create and maintain appropriate records documenting its compliance with this Policy, including records of its deliberations and decisions regarding conflicts of interest and their resolution.

| ■ | With respect to DWS’s investment company clients, ISS will create and maintain records of each company’s proxy voting record for the 12-month periods ending June 30. DWS will compile the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report (and with respect to which the company was entitled to vote):

| ■ | The name of the issuer of the portfolio security;

| ■ | The exchange ticker symbol of the portfolio security (if symbol is available through reasonably practicable means);

| ■ | The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security (if the number is available through reasonably practicable means);

| ■ | The shareholder meeting date;

| ■ | A brief identification of the matter voted on;

| ■ | Whether the matter was proposed by the issuer or by a security holder;

| ■ | Whether the company cast its vote on the matter;

| ■ | How the company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of Directors); and

| ■ | Whether the company cast its vote for or against Management.

Note: This list is intended to provide guidance only in terms of the records that must be maintained in accordance with this policy. In addition, please note that records must be maintained in accordance with the Records Management Policy - Deutsche Bank Group and applicable policies and procedures thereunder.

With respect to electronically stored records, “properly maintained” is defined as complete, authentic (unalterable), usable and backed-up. At a minimum, records should be retained for a period of not less than six years (or longer, if necessary to comply with applicable regulatory requirements), the first three years in an appropriate DWS office.

OVERSIGHT RESPONSIBILITIES

Proxy Vendor Oversight will review a reasonable sampling of votes based on its procedures on a regular basis to ensure that ISS has cast the votes in a manner consistent with the Guidelines. Proxy Vendor Oversight will provide the PVSC with a quarterly report of its review and identify any issues encountered during the period. Proxy Vendor Oversight will also perform a post season review once a year on certain proposals to assess whether ISS voted consistent with the Guidelines.

In addition, the PVSC will, in cooperation with Proxy Vendor Oversight and DWS Compliance, consider, on at least an annual basis, whether ISS has the capacity and competence to adequately analyze the matters for which it is responsible. This includes whether ISS has effective polices, and methodologies and a review of ISS’s policies and procedures with respect to conflicts.

The PVSC also monitors the proxy voting process by reviewing summary proxy information presented by ISS to determine, among other things, whether any changes should be made to the Guidelines. This review will take place at least quarterly and is documented in the PVSC’s meeting minutes.

ANNUAL REVIEW

The PVSC, in cooperation with Proxy Vendor Oversight and DWS Compliance, will review and document, no less frequently than annually, the adequacy of the Guidelines, including whether the Guidelines continue to be reasonably designed to ensure that DWS votes in the best interest of its clients.

GLOSSARY

Term | Definition
Action Group | A sub-group of the PVSC (as defined below) that will include the Chairperson(s) and at least one other member of the PVSC.
ISS | Institutional Shareholder Services, Inc.
PVSC | Proxy Voting Sub-Committee
SEC | Securities and Exchange Commission
1940 Act | Investment Company Act of 1940, as amended

LIST OF ANNEXES AND ATTACHMENTS

Attachment A – DWS Proxy Voting Guidelines – DWS Americas

Attachment A

DWS

Proxy Voting Guidelines – DWS Americas

Effective April 18, 2024

TABLE OF CONTENTS

| BOARD OF DIRECTORS
| Independence
| Composition
| Responsiveness
| Accountability
| Problematic Takeover Defenses, Capital Structure and Governance Structure
| Problematic Audit-Related Practices
| Problematic Compensation Practices
| Problematic Pledging of Company Stock
| Climate Accountability
| Governance Failures
| Voting on Director Nominees in Contested Elections
| Vote-No Campaigns
| Proxy Contests/Proxy Access
| Other Board Related Proposals
| Adopt Anti-Hedging/Pledging/Speculative Investments Policy
| Board Refreshment
| Term/Tenure Limits
| Age Limits
| Board Size
| Classification/Declassification of the Board
| CEO Succession Planning
| Cumulative Voting
| Director and Officer Indemnification, Liability Protection and Exculpation
| Establish/Amend Nominee Qualifications
| Establish Other Board Committee Proposals
| Filling Vacancies/Removal of Directors
| Independent Board Chair
| Majority of Independent Directors/Establishment of Independent Committees
| Majority Vote Standard for the Election of Directors
| Proxy Access
| Require More Nominees than Open Seats
| Shareholder Engagement Policy (Shareholder Advisory Committee)
| AUDIT-RELATED
| Auditor Indemnification and Limitation of Liability
| Auditor Ratification
| Shareholder Proposals Limiting Non-Audit Services
| Shareholder Proposals on Audit Firm Rotation
| SHAREHOLDER RIGHTS & DEFENSES
| Advance Notice Requirements for Shareholder Proposals/Nominations
| Amend Bylaws without Shareholder Consent
| Control Share Acquisition Provisions
| Control Share Cash-Out Provisions
| Disgorgement Provisions
| Fair Price Provisions
| Freeze-Out Provisions
| Greenmail
| Shareholder Litigation Rights
| Federal Forum Selection Provisions
| Exclusive Forum Provisions for State Law Matters
| Fee shifting
| Net Operating Loss (NOL) Protective Amendments
| Poison Pills (Shareholder Rights Plans)
| Shareholder Proposals to Put Pill to a Vote and/or Adopt a Pill Policy
| Management Proposals to Ratify a Poison Pill
| Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs)
| Proxy Voting Disclosure, Confidentiality, and Tabulation
| Ratification Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions
| Reimbursing Proxy Solicitation Expenses
| Reincorporation Proposals
| Shareholder Ability to Act by Written Consent
| Shareholder Ability to Call Special Meetings
| Stakeholder Provisions
| State Antitakeover Statutes
| Supermajority Vote Requirements
| Virtual Shareholder Meetings
| CAPITAL RESTRUCTURING
| Capital
| Adjustments to Par Value of Common Stock
| Common Stock Authorization
| Dual Class Structure
| Issue Stock for Use with Rights Plan
| Preemptive Rights
| Preferred Stock Authorization
| Recapitalization Plans
| Reverse Stock Splits
| Share Issuance Mandates at U.S. Domestic Issuers Incorporated Outside the U.S.
| Share Repurchase Programs
| Share Repurchase Programs Shareholder Proposals
| Stock Distributions: Splits and Dividends
| Tracking Stock
| Restructuring
| Appraisal Rights
| Asset Purchases
| Asset Sales
| Bundled Proposals
| Conversion of Securities
| Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans
| Formation of Holding Company
| Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)
| Joint Ventures
| Liquidations
| Mergers and Acquisitions
| Private Placements/Warrants/Convertible Debentures
| Reorganization/Restructuring Plan (Bankruptcy)
| Special Purpose Acquisition Corporations (SPACs)
| Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions
| Spin-offs
| Value Maximization Shareholder Proposals
| COMPENSATION
| Executive Pay Evaluation
| Advisory Votes on Executive Compensation—Management Proposals (Say-on-Pay)
| Frequency of Advisory Vote on Executive Compensation ("Say When on Pay")
| Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale
| Equity-Based and Other Incentive Plans
| Further Information on certain EPSC Factors:
| Egregious Factors
| Amending Cash and Equity Plans (including Approval for Tax Deductibility (162(m))
| Specific Treatment of Certain Award Types in Equity Plan Evaluations
| Operating Partnership (OP) Units in Equity Plan Analysis of Real Estate Investment Trusts (REITs)
| Other Compensation Plans
| 401(k) Employee Benefit Plans
| Employee Stock Ownership Plans (ESOPs)
| Employee Stock Purchase Plans—Qualified Plans
| Employee Stock Purchase Plans—Non-Qualified Plans
| Option Exchange Programs/Repricing Options
| Stock Plans in Lieu of Cash
| Transfer Stock Option (TSO) Programs
| Director Compensation
| Shareholder Ratification of Director Pay Programs
| Equity Plans for Non-Employee Directors
| Non-Employee Director Retirement Plans
| Shareholder Proposals on Compensation
| Bonus Banking/Bonus Banking “Plus”
| Compensation Consultants-Disclosure of Board or Company’s Utilization
| Disclosure/Setting Levels or Types of Compensation for Executives and Directors
| Golden Coffins/Executive Death Benefits
| Hold Equity Past Retirement or for a Significant Period of Time
| Pay Disparity
| Pay for Performance/Performance-Based Awards
| Pay for Superior Performance
| Pre-Arranged Trading Plans (10b5-1 Plans)
| Prohibit Outside CEOs from Serving on Compensation Committees
| Recoupment of Incentive or Stock Compensation in Specified Circumstances
| Severance and Golden Parachute Agreements
| Share Buyback Impact on Incentive Program Metrics
| Supplemental Executive Retirement Plans (SERPs)
| Tax Gross-Up Proposals
| Termination of Employment Prior to Severance Payment/Eliminating Accelerated Vesting of Unvested Equity
| ROUTINE / MISCELLANEOUS
| Adjourn Meeting
| Amend Quorum Requirements
| Amend Minor Bylaws
| Change Company Name
| Change Date, Time, or Location of Annual Meeting
| Other Business
| SOCIAL AND ENVIRONMENTAL ISSUES
| General Approach
| Endorsement of Principles
| Animal Welfare
| Animal Welfare Policies
| Animal Testing
| Animal Slaughter
| Consumer Issues
| Genetically Modified Ingredients
| Reports on Potentially Controversial Business/Financial Practices
| Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation
| Product Safety and Toxic/Hazardous Materials
| Tobacco-Related Proposals
| Climate Change
| Say on Climate (SoC) Management Proposals
| Say on Climate (SoC) Shareholder Proposals
| Climate Change/Greenhouse Gas (GHG) Emissions
| Energy Efficiency
| Renewable Energy
| Diversity
| Board Diversity
| Equality of Opportunity
| Gender Identity, Sexual Orientation, and Domestic Partner Benefits
| Gender, Race / Ethnicity Pay Gap
| Racial Equity and/or Civil Rights Audit Guidelines
| Environment and Sustainability
| Facility and Workplace Safety
| General Environmental Proposals and Community Impact Assessments
| Hydraulic Fracturing
| Operations in Protected Areas
| Recycling
| Sustainability Reporting
| Water Issues
| General Corporate Issues
| Charitable Contributions
| Data Security, Privacy, and Internet Issues
| Environmental, Social, and Governance (ESG) Compensation-Related Proposals
| Human Rights, Human Capital Management, and International Operations
| Human Rights Proposals
| Mandatory Arbitration
| Operations in High Risk Markets
| Outsourcing/Offshoring
| Sexual Harassment
| Weapons and Military Sales
| Political Activities
| Lobbying
| Political Contributions
| Political Expenditures and Lobbying Congruency
| Political Ties
| REGISTERED INVESTMENT COMPANY PROXIES
| Election of Directors
| Closed End Fund - Unilateral Opt-In to Control Share Acquisition Statutes
| Converting Closed-end Fund to Open-end Fund
| Proxy Contests
| Investment Advisory Agreements
| Approving New Classes or Series of Shares
| Preferred Stock Proposals
| 1940 Act Policies
| Changing a Fundamental Restriction to a Nonfundamental Restriction
| Change Fundamental Investment Objective to Nonfundamental
| Name Change Proposals
| Change in Fund's Subclassification
| Business Development Companies—Authorization to Sell Shares of Common Stock at a Price below Net Asset Value
| Disposition of Assets/Termination/Liquidation
| Changes to the Charter Document
| Changing the Domicile of a Fund
| Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval
| Distribution Agreements
| Master-Feeder Structure
| Mergers
| Shareholder Proposals for Mutual Funds
| Establish Director Ownership Requirement
| Reimburse Shareholder for Expenses Incurred
| Terminate the Investment Advisor
| INTERNATIONAL PROXY VOTING
| Appendix I

NOTE: Because of the unique oversight structure and regulatory scheme applicable to closed-end and open-end investment companies, except as otherwise noted, these voting guidelines are not applicable to holdings of shares of closed-end and open-end investment companies (except Real Estate Investment Trusts).

In voting proxies that are noted case-by-case, DWS will vote such proxies based on recommendations from ISS based on its application of the Guidelines.

BOARD OF DIRECTORS

DWS’s policy is to generally vote for director nominees6, except under the following circumstances (with new nominees considered on case-by-case basis):

Independence

General Recommendation

DWS’s policy is to generally vote against7 or withhold from non-independent directors when (See Appendix 1 for Classification of Directors):

| ■ | Independent directors comprise 50 percent or less of the board;

| ■ | The non-independent director serves on the audit, compensation, or nominating committee;

| ■ | The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; or

| ■ | The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee.

6 A "new nominee" is a director who is being presented for election by shareholders for the first time. Recommendations on new nominees who have served for less than one year are made on a case-by-case basis depending on the timing of their appointment and the problematic governance issue in question.

7 In general, companies with a plurality vote standard use “Withhold” as the contrary vote option in director elections; companies with a majority vote standard use “Against”. However, it will vary by company and the proxy must be checked to determine the valid contrary vote option for the particular company.

Composition

Attendance at Board and Committee Meetings

DWS’s policy is to generally vote against or withhold from directors (except nominees who served only part of the fiscal year8) who attend less than 75 percent of the aggregate of their board and committee meetings for the period for which they served, unless an acceptable reason for absences is disclosed in the proxy or another SEC filing. Acceptable reasons for director absences are generally limited to the following:

| ■ | Medical issues/illness;

| ■ | Family emergencies; and

| ■ | Missing only one meeting (when the total of all meetings is three or fewer).

In cases of chronic poor attendance without reasonable justification, in addition to voting against the director(s) with poor attendance, DWS’s policy is to generally vote against or withhold from appropriate members of the nominating/governance committees or the full board.

If the proxy disclosure is unclear and insufficient to determine whether a director attended at least 75 percent of the aggregate of his/her board and committee meetings during his/her period of service, DWS’s policy is to generally vote against or withhold from the director(s) in question.

Overboarded Directors

DWS’s policy is to generally vote against or withhold from individual directors who:

| ■ | Sit on more than four public company boards; or

| ■ | Are CEOs of public companies who sit on the boards of more than one public company besides their own—withhold only at their outside board9

Gender Diversity

DWS’s policy is to generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) at companies where there are no women on the company's board. An exception will be made if there was at least one woman on the board at the preceding annual meeting and the board makes a firm commitment to return to a gender-diverse status within a year.

Racial and/or Ethnic Diversity:

For companies in the Russell 3000 or S&P 1500 indices, DWS’s policy is to generally vote against or withhold from the chair of the nominating committee (or other directors on a case-by-case basis) where the board has no apparent racially or ethnically diverse members10. An exception will be made if (i) there was racial and/or ethnic diversity on the board at the preceding annual meeting and the board makes a firm commitment to appoint at least one racial and/or ethnic diverse member within a year; or (ii) there are no new nominees proposed for election to the board.

8 Nominees who served for only part of the fiscal year are generally exempted from the attendance policy.

9 Although all of a CEO’s subsidiary boards with publicly-traded common stock will be counted as separate boards, DWS will not recommend a withhold vote for the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent but may do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary relationships.

10 Aggregate diversity statistics provided by the board will only be considered if specific to racial and/or ethnic diversity.

Combined Chair/CEO

DWS’s policy is to vote case-by-case for new nominees who are up for election to serve as a combined Chair and CEO, taking into considerations the following:

| ■ | A majority independent board and/or the presence of independent directors on a key board committees;

| ■ | A clearly defined lead independent director serving as an appropriate counterbalance to a combined CEO/chair role.

DWS’s policy is to generally vote for an incumbent director who is a combined Chair and CEO up for reelection.

Responsiveness

DWS’s policy is to generally vote case-by-case on individual directors, committee members, or the entire board of directors as appropriate if:

| ■ | The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year or failed to act on a management proposal seeking to ratify an existing charter/bylaw provision that received opposition of a majority of the shares cast in the previous year. Factors that will be considered are:

Disclosed outreach efforts by the board to shareholders in the wake of the vote;

Rationale provided in the proxy statement for the level of implementation;

The subject matter of the proposal;

The level of support for and opposition to the resolution in past meetings;

Actions taken by the board in response to the majority vote and its engagement with shareholders;

The continuation of the underlying issue as a voting item on the ballot (as either shareholder or management proposals); and

Other factors as appropriate.

| ■ | The board failed to act on takeover offers where the majority of shares are tendered; or

| ■ | At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the issue(s) that caused the high withhold/against vote.

DWS’s policy is to generally vote case-by-case on Compensation Committee members (or, in exceptional cases, the full board) and the Say on Pay proposal if:

| ■ | The company’s previous say-on-pay received the support of less than 70 percent of votes cast. Factors that will be considered are:

The company's response, including:

| ■ | Disclosure of engagement efforts with major institutional investors, including the frequency and timing of engagements and the company participants (including whether independent directors participated);

| ■ | Disclosure of the specific concerns voiced by dissenting shareholders that led to the say-on-pay opposition; and

Disclosure of specific and meaningful actions taken to address shareholders' concerns;

| ■ | Other recent compensation actions taken by the company;

| ■ | Whether the issues raised are recurring or isolated;

| ■ | The company's ownership structure; and

| ■ | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.

| ■ | The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the plurality of votes cast.

Accountability

Problematic Takeover Defenses, Capital Structure and Governance Structure

Poison Pills

DWS’s policy is to generally vote against or withhold from all nominees (except new nominees, who should be considered case-by-case) if:

| ■ | The company has a poison pill with a deadhand or slowhand feature11;

| ■ | The board makes a material adverse modification to an existing pill, including, but not limited to, extension, renewal, or lowering the trigger, without shareholder approval; or

| ■ | The company has a long-term poison pill, (with a term of over one year) that was not approved by the public shareholders.12

DWS’s policy is to generally vote case-by-case on nominees if the board adopts an initial short-term pill (with a term of one year or less) without shareholder approval, taking into consideration:

| ■ | The disclosed rationale for the adoption;

| ■ | The trigger;

| ■ | The company’s market capitalization (including absolute level and sudden changes);

| ■ | A commitment to put any renewal to a shareholder vote; and

| ■ | Other factors as relevant

Unequal Voting Rights:

DWS’s policy is to generally vote for directors of a company employing a common stock structure with unequal voting rights.13

Classified Board Structure:

DWS’s policy is to generally vote against or withhold directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case), if the company’s board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold / against vote recommendation is not up for election. All appropriate nominees (except new) may be held accountable.

11 If the short-term pill with a deadhand or slowhand feature is enacted but expires before the next shareholder vote, DWS will generally still withhold or vote against nominees at the next shareholder meeting following its adoption.

12Approval prior to, or in connection, with a company’s becoming publicly traded or in connection with a de-SPAC transaction, is sufficient.

13This generally includes classes of common stock that have additional votes per share than other shares; classes of shares that are not entitled to vote on all the same ballot items or nominees; or stock with time-phased voting rights (“loyalty shares”).

Removal of Shareholder Discretion on Classified Boards

DWS’s policy is to generally vote against or withhold directors individually, committee members, or the entire board (except new nominees, who should be considered case-by-case), if the company has opted into, or failed to opt out of, state laws requiring a classified board structure.

Problematic Governance Structure

For companies that hold or held their first annual meeting of public shareholders after February 1, 2015, DWS’s policy is to generally vote against or withhold from directors individually, committee member, or the entire board (except new nominees, who should be considered case-by-case) if, prior to or in connection with the company’s public offering, the company or its board adopted the following bylaw or charter provisions that are considered to be materially adverse to shareholder rights:

| ■ | Supermajority vote requirements to amend the bylaws or charter;

| ■ | A classified board structure; or

| ■ | Other egregious provisions.

A provision which specifies that the problematic structure(s) will be sunset within seven years of the date of going public will be considered a mitigating factor.

Unless the adverse provision is reversed or removed, DWS’s policy is to generally vote case-by-case on director nominees in subsequent years.

Unilateral Bylaw/Charter Amendments

DWS’s policy is to generally vote against or withhold from directors individually, committee members, or the entire board (except new nominees who should be considered case-by-case) if the board amends the company's bylaws or charter without shareholder approval in a manner that materially diminishes shareholders' rights or that could adversely impact shareholders, considering the following factors:

| ■ | The board's rationale for adopting the bylaw/charter amendment without shareholder ratification;

| ■ | Disclosure by the company of any significant engagement with shareholders regarding the amendment;

| ■ | The level of impairment of shareholders' rights caused by the board's unilateral amendment to the bylaws/charter;

| ■ | The board's track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions;

| ■ | The company's ownership structure;

| ■ | The company's existing governance provisions;

| ■ | The timing of the board's amendment to the bylaws/charter in connection with a significant business development; and

| ■ | Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on share-holders.

Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years DWS’s policy is generally to vote case-by-case on director nominees.

DWS’s policy is to generally vote against (except new nominees, who should be considered case-by-case) if the directors:

| ■ | Classified the board;

| ■ | Adopted supermajority vote requirements to amend the bylaws or charter; or

| ■ | Eliminated shareholders' ability to amend bylaws.

| ■ | Adopted a fee-shifting provision; or

| ■ | Adopted another provision deemed egregious.

Restricting Binding Shareholder Proposals

DWS’s policy is to generally vote against or withhold from the members of the governance committee if:

| ■ | The company’s governing documents impose undue restrictions on shareholders ability to amend the bylaws.

Such restrictions include but are not limited to: outright prohibition on the submission of binding shareholder proposals or share ownership requirements, subject matter restrictions, or time holding requirements in excess of Rule 14a-8 under the Securities Exchange Act of 1934. DWS’s policy is to generally vote against or withhold on an ongoing basis in such cases.

Submission of management proposals to approve or ratify requirements in excess of the requirements under Rule 14a-8 for the submission of binding bylaw amendments will generally be viewed as insufficient restoration of shareholders’ rights. DWS’s policy is to generally vote against or withhold on an ongoing basis until shareholders are provided with an unfettered ability to amend the bylaws or a proposal providing for such unfettered right is submitted for shareholder approval.

Director Performance Evaluation

DWS’s policy is to generally vote against or withhold from (the members of the governance committee) if the board lack mechanisms to promote accountability and oversight, coupled with sustained poor performance relative to peers. Sustained poor performance is measured by one-, three- and five-year total shareholder returns in the bottom half of a company’s four-digit GICS industry group (Russell 3000 companies only). Take into consideration the company’s operational metrics and other factors as warranted. Problematic provisions include but are not limited to:

| ■ | A classified board structure;

| ■ | A supermajority vote requirement;

| ■ | Either a plurality vote standard in uncontested director elections, or a majority vote standard in contested elections;

| ■ | The inability of shareholders to call special meetings;

| ■ | The inability of shareholders to act by written consent;

| ■ | A multi-class capital structure; and/or

| ■ | A non-shareholder-approved poison pill.

Management Proposals to Ratify Existing Charter or Bylaw Provisions

DWS’s policy is to generally vote against/withhold from individual directors, members of the governance committee, or the full board, where boards ask shareholders to ratify existing charter or bylaw provisions considering the following factors:

| ■ | The presence of a shareholder proposal addressing the same issue on the same ballot;

| ■ | The board's rationale for seeking ratification;

| ■ | Disclosure of actions to be taken by the board should the ratification proposal fail;

| ■ | Disclosure of shareholder engagement regarding the board’s ratification request;

| ■ | The level of impairment to shareholders' rights caused by the existing provision;

| ■ | The history of management and shareholder proposals on the provision at the company’s past meetings;

| ■ | Whether the current provision was adopted in response to the shareholder proposal;

| ■ | The company's ownership structure; and

| ■ | Previous use of ratification proposals to exclude shareholder proposals.

Problematic Audit-Related Practices

DWS’s policy is to generally vote against or withhold from the members of the Audit Committee if:

| ■ | The non-audit fees paid to the auditor are excessive;

| ■ | The company receives an adverse opinion on the company’s financial statements from its auditor; or

| ■ | There is persuasive evidence that the Audit Committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.

DWS’s policy is to generally vote case-by-case on members of the Audit Committee and potentially the full board if:

| ■ | Poor accounting practices are identified that rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures. Examine the severity, breadth, chronological sequence, and duration, as well as the company’s efforts at remediation or corrective actions, in determining whether withhold/against votes are warranted.

Problematic Compensation Practices

In the absence of an Advisory Vote on Executive Compensation (Say on Pay) ballot item or in egregious situations, DWS’s policy is to generally vote against or withhold from the members of the Compensation Committee and potentially the full board if:

| ■ | There is an unmitigated misalignment between CEO pay and company performance (pay for performance);

| ■ | The company maintains significant problematic pay practices; or

| ■ | The board exhibits a significant level of poor communication and responsiveness to shareholders.

DWS’s policy is to generally vote against or withhold from the Compensation Committee chair, other committee members, or potentially the full board if:

| ■ | The company fails to include a Say on Pay ballot item when required under SEC provisions, or under the company’s declared frequency of say on pay; or

| ■ | The company fails to include a Frequency of Say on Pay ballot item when required under SEC provisions.

DWS’s policy is to generally vote against members of the board committee responsible for approving/setting non-employee director compensation if there is a pattern (i.e., two or more years) of awarding excessive non-employee director compensation without disclosing a compelling rationale or other mitigating factors.

Problematic Pledging of Company Stock

DWS’s policy is to generally vote against the members of the committee that oversees risks related to pledging, or the full board, where a significant level of pledged company stock by executives or directors raises concerns.

The following factors will be considered:

| ■ | The presence of an anti-pledging policy, disclosed in the proxy statement, that prohibits future pledging activity;

| ■ | The magnitude of aggregate pledged shares in terms of total common shares outstanding, market value, and trading volume;

| ■ | Disclosure of progress or lack thereof in reducing the magnitude of aggregate pledged shares over time;

| ■ | Disclosure in the proxy statement that shares subject to stock ownership and holding requirements do not include pledged company stock; and

| ■ | Any other relevant factors.

Climate Accountability

For companies that are significant greenhouse gas (GHG) emitters, through their operations or value chain14, DWS’s policy is to generally vote case-by case on the election of the incumbent chair of the responsible committee (or other directors) in cases where DWS determines that the company is not taking the minimum steps needed to understand, assess and mitigate the risks related to climate change to the company and the larger economy which may lead to regulatory risks.

Minimum steps to understand and mitigate those risks are considered to be the following.

| ■ | Detailed disclosure of climate-related risks, such as according to the framework established by the Task Force on Climate-related Financial Disclosures (TCFD), including:

Board governance measures;

Corporate strategy;

Risk management analyses; and

Metrics and targets.

Governance Failures

DWS’s policy is to generally vote case-by-case on directors individually, committee members, or the entire board, due to:

| ■ | Material failures of governance, stewardship, risk oversight15, or fiduciary responsibilities at the company, including failures to adequately manage or mitigate environmental, social and governance (ESG) risks;

| ■ | Failure to replace management as appropriate; or

| ■ | Egregious actions related to a director’s service on other boards that raise substantial doubt about his or her ability to effectively oversee management and serve the best interests of shareholders at any company.

14Companies defined as “significant GHG emitters” will be those on the current Climate Action 100+ Focus Group list.

15 Examples of failure of risk oversight include but are not limited to: bribery; large or serial fines or sanctions from regulatory bodies; demonstrably poor oversight of environmental and social issues, including climate change; significant adverse legal judgments or settlement; or hedging of company stock.

Voting on Director Nominees in Contested Elections

Vote-No Campaigns

General Recommendation

In cases where companies are targeted in connection with public “vote-no” campaigns, evaluate director nominees under the existing governance policies for voting on director nominees in uncontested elections. Take into consideration the arguments submitted by shareholders and other publicly available information.

Proxy Contests/Proxy Access

General Recommendation

DWS’s policy is to generally vote case-by-case on the election of directors in contested elections, considering the following factors:

| ■ | Long-term financial performance of the company relative to its industry;

| ■ | Management’s track record;

| ■ | Background to the contested election;

| ■ | Nominee qualifications and any compensatory arrangements;

| ■ | Strategic plan of dissident slate and quality of the critique against management;

| ■ | Likelihood that the proposed goals and objectives can be achieved (both slates); and

| ■ | Stock ownership positions.

In the case of candidates nominated pursuant to proxy access, DWS’s policy is to generally vote case-by-case considering any applicable factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether there are more candidates than board seats).

Other Board-Related Proposals

Adopt Anti-Hedging/Pledging/Speculative Investments Policy

General Recommendation

DWS’s policy is to generally vote for proposals seeking a policy that prohibits named executive officers from engaging in derivative or speculative transactions involving company stock, including hedging, holding stock in a margin account, or pledging stock as collateral for a loan. However, the company’s existing policies regarding responsible use of company stock will be considered.

Board Refreshment

DWS believes Board refreshment is best implemented through an ongoing program of individual director evaluations, conducted annually, to ensure the evolving needs of the board are met and to bring in fresh perspectives, skills, and diversity as needed.

Term/Tenure Limits

General Recommendation

DWS’s policy is to generally vote case-by-case on management proposals regarding director term/tenure limits, considering:

| ■ | The rationale provided for adoption of the term/tenure limit;

| ■ | The robustness of the company’s board evaluation process;

| ■ | Whether the limit is of sufficient length to allow for a broad range of director tenures;

| ■ | Whether the limit would disadvantage independent directors compared to non-independent directors; and

| ■ | Whether the board will impose the limit evenly, and not have the ability to waive it in a discriminatory manner.

DWS’s policy is to generally vote case-by-case on shareholder proposals asking for the company to adopt director term/tenure limits, considering:

| ■ | The scope of the shareholder proposal; and

| ■ | Evidence of problematic issues at the company combined with, or exacerbated by, a lack of board refreshment.

Age Limits

General Recommendation

DWS’s policy is to generally vote against management and shareholder proposals to limit the tenure of independent directors through mandatory retirement ages. DWS’s policy is to generally vote for proposals to remove mandatory age limits.

Board Size

General Recommendation

DWS’s policy is to generally vote for proposals seeking to fix the board size or designate a range for the board size. DWS’s policy is to generally vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.

Classification/Declassification of the Board

General Recommendation

DWS’s policy is to generally vote against proposals to classify (stagger) the board. DWS’s policy is to generally vote for proposals to repeal classified boards and to elect all directors annually.

CEO Succession Planning

General Recommendation

DWS’s policy is to generally vote for proposals seeking disclosure on a CEO succession planning policy, considering, at a minimum, the following factors:

| ■ | The reasonableness/scope of the request; and

| ■ | The company’s existing disclosure on its current CEO succession planning process.

Cumulative Voting

General Recommendation

DWS’s policy is to generally vote against management proposals to eliminate cumulate voting, and for shareholder proposals to restore or provide for cumulative voting, unless:

| ■ | The company has proxy access16, thereby allowing shareholders to nominate directors to the company’s ballot; and

| ■ | The company has adopted a majority vote standard, with a carve-out for plurality voting in situations where there are more nominees than seats, and a director resignation policy to address failed elections.

DWS’s policy is to generally vote for proposals for cumulative voting at controlled companies (insider voting power > 50%).

Director and Officer Indemnification, Liability Protection and Exculpation

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals on director and officer indemnification, liability protection and exculpation17.

16 A proxy access right that meets the recommended guidelines.

17Indemnification: the condition of being secured against loss or damage.

Limited liability: a person’s financial liability is limited to the fixed sum, or personal financial assets are not at risk if the individual loses a lawsuit that results in financial award/damages to the plaintiff.

Exculpation: to eliminate or limit the personal liability of a director or officer to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director or officer.

DWS’s policy is to consider the stated rationale for the proposed change. DWS will also consider, among other factors, the extent to which the proposal would:

| ■ | Eliminate directors' and officers' liability for monetary damages for violating the duty of care;

| ■ | Eliminate directors’ and officers’ liability for monetary damages for violating the duty of loyalty;

| ■ | Expand coverage beyond just legal expenses to liability for acts that are more serious violations of fiduciary obligation than mere carelessness; or

| ■ | Expand the scope of indemnification to provide for mandatory indemnification of company officials in connection with acts that previously the company was permitted to provide indemnification for, at the discretion of the company's board (i.e., "permissive indemnification"), but that previously the company was not required to indemnify.

DWS’s policy is to generally vote for those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if both of the following apply:

| ■ | If the individual was found to have acted in good faith and in a manner that the individual reasonably believed was in the best interests of the company; and

| ■ | If only the individual’s legal expenses would be covered.

Establish/Amend Nominee Qualifications

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals that establish or amend director qualifications. Votes should be based on the reasonableness of the criteria and the degree to which they may preclude dissident nominees from joining the board.

DWS’s policy is to generally vote case-by-case on shareholder resolutions seeking a director nominee who possesses a particular subject matter expertise, considering:

| ■ | The company’s board committee structure, existing subject matter expertise, and board nomination provisions relative to that of its peers;

| ■ | The company’s existing board and management oversight mechanisms regarding the issue for which board oversight is sought;

| ■ | The company’s disclosure and performance relating to the issue for which board oversight is sought and any significant related controversies; and

| ■ | The scope and structure of the proposal.

Establish Other Board Committee Proposals

General Recommendation

| ■ | DWS’s policy is to generally vote against shareholder proposals to establish a new board committee, as such proposals seek a specific oversight mechanism/structure that potentially limits a company’s flexibility to determine an appropriate oversight mechanism for itself. However, the following factors will be considered:

| ■ | Existing oversight mechanisms (including current committee structure) regarding the issue for which board oversight is sought;

| ■ | Level of disclosure regarding the issue for which board oversight is sought;

| ■ | Company performance related to the issue for which board oversight is sought;

| ■ | Board committee structure compared to that of other companies in its industry sector; and

| ■ | The scope and structure of the proposal.

Filling Vacancies/Removal of Directors

General Recommendation

DWS’s policy is to generally vote against proposals that provide that directors may be removed only for cause.

| ■ | DWS’s policy is to generally vote for proposals to restore shareholders’ ability to remove directors with or without cause.

| ■ | DWS’s policy is to generally vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.

| ■ | DWS’s policy is to generally vote for proposals that permit shareholders to elect directors to fill board vacancies.

Independent Board Chair

General Recommendation

DWS’s policy is to generally vote for shareholder proposals requiring that the board chair position be filled by an independent director, taking into consideration the following:

| ■ | The scope and rationale of the proposal;

| ■ | The company's current board leadership structure;

| ■ | The company's governance structure and practices;

| ■ | Company performance; and

| ■ | Any other relevant factors that may be applicable.

The following factors will increase the likelihood of a “for” recommendation:

| ■ | A majority non-independent board and/or the presence of non-independent directors on key board committees;

| ■ | A weak or poorly defined lead independent director role that fails to serve as an appropriate counterbalance to a combined CEO/chair role;

| ■ | The presence of an executive or non-independent chair in addition to the CEO, a recent recombination of the role of CEO and chair, and/or departure from a structure with an independent chair;

| ■ | Evidence that the board has failed to oversee and address material risks facing the company;

| ■ | A material governance failure, particularly if the board has failed to adequately respond to shareholder concerns or if the board has materially diminished shareholder rights; or

| ■ | Evidence that the board has failed to intervene when management’s interests are contrary to shareholders' interests.

Majority of Independent Directors/Establishment of Independent Committees

General Recommendation

DWS’s policy is to generally vote for shareholder proposals asking that a majority or more of directors be independent unless the board composition already meets the proposed threshold by DWS’s definition of Independent Director.

DWS’s policy is to generally vote for shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors unless they currently meet that standard.

Majority Vote Standard for the Election of Directors

General Recommendation

DWS’s policy is to generally vote for management proposals to adopt a majority of votes cast standard for directors in uncontested elections. DWS’s policy is to generally vote against such proposals if no carve-out for a plurality vote standard in contested elections is included.

DWS’s policy is to generally vote for precatory and binding shareholder resolutions requesting that the board change the company’s bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated. Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats.

Companies are strongly encouraged to also adopt a post-election policy (also known as a director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.

Proxy Access

General Recommendation

DWS’s policy is to generally vote for management and shareholder proposals for proxy access with the following provisions:

| ■ | Ownership threshold: maximum requirement not more than three percent (3%) of the voting power;

| ■ | Ownership duration: maximum requirement not longer than three (3) years of continuous ownership for each member of the nominating group;

| ■ | Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group; and

| ■ | Cap: cap on nominees of generally twenty-five percent (25%) of the board.

DWS will review for reasonableness any other restrictions on the right of proxy access. DWS’s policy is to generally vote against proposals that are more restrictive than these guidelines.

Require More Nominees than Open Seats

General Recommendation

DWS’s policy is to generally vote against shareholder proposals that would require a company to nominate more candidates than the number of open board seats.

Shareholder Engagement Policy (Shareholder Advisory Committee)

General Recommendation

DWS’s policy is to generally vote for shareholder proposals requesting that the board establish an internal mechanism/process, which may include a committee, in order to improve communications between directors and shareholders, unless the company has the following features, as appropriate:

| ■ | Established a communication structure that goes beyond the exchange requirements to facilitate the exchange of information between shareholders and members of the board;

| ■ | Effectively disclosed information with respect to this structure to its shareholders;

| ■ | Company has not ignored majority-supported shareholder proposals or a majority withhold vote on a director nominee; and

| ■ | The company has an independent chair or a lead director. This individual must be made available for periodic consultation and direct communication with major shareholders.

AUDIT-RELATED

Auditor Indemnification and Limitation of Liability

General Recommendation

DWS’s policy is to generally vote case-by-case on the issue of auditor indemnification and limitation of liability. Factors to be assessed include, but are not limited to:

| ■ | The terms of the auditor agreement—the degree to which these agreements impact shareholders' rights;

| ■ | The motivation and rationale for establishing the agreements;

| ■ | The quality of the company’s disclosure; and

| ■ | The company’s historical practices in the audit area.

DWS’s policy is to generally vote against or withhold from members of an audit committee in situations where there is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.

Auditor Ratification

General Recommendation

DWS’s policy is to generally vote for proposals to ratify auditors unless any of the following apply:

| ■ | An auditor has a financial interest in or association with the company, and is therefore not independent;

| ■ | There is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position;

| ■ | Poor accounting practices are identified that rise to a serious level of concern, such as fraud or misapplication of GAAP; or

| ■ | Fees for non-audit services (“Other” fees) are excessive.

Non-audit fees are excessive if:

| ■ | Non-audit (“other”) fees > audit fees + audit-related fees + tax compliance/preparation fees

Tax compliance and preparation include the preparation of original and amended tax returns and refund claims, and tax payment planning. All other services in the tax category, such as tax advice, planning, or consulting, should be added to “Other” fees. If the breakout of tax fees cannot be determined, add all tax fees to “Other” fees.

In circumstances where "Other" fees include fees related to significant one-time capital structure events (such as initial public offerings, bankruptcy emergence, and spin-offs) and the company makes public disclosure of the amount and nature of those fees that are an exception to the standard "non-audit fee" category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/tax compliance and preparation for purposes of determining whether non-audit fees are excessive.

Shareholder Proposals Limiting Non-Audit Services

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services.

Shareholder Proposals on Audit Firm Rotation

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals asking for audit firm rotation, taking into account:

| ■ | The tenure of the audit firm;

| ■ | The length of rotation specified in the proposal;

| ■ | Any significant audit-related issues at the company;

| ■ | The number of Audit Committee meetings held each year;

| ■ | The number of financial experts serving on the committee; and

| ■ | Whether the company has a periodic renewal process where the auditor is evaluated for both audit quality and competitive price.

SHAREHOLDER RIGHTS & DEFENSES

Advance Notice Requirements for Shareholder Proposals/Nominations

General Recommendation

DWS’s policy is to generally vote case-by-case on advance notice proposals, giving support to those proposals which allow shareholders to submit proposals/nominations as close to the meeting date as reasonably possible and within the broadest window possible, recognizing the need to allow sufficient notice for company, regulatory, and shareholder review.

To be reasonable, the company’s deadline for shareholder notice of a proposal/nominations must be no earlier than 120 days prior to the anniversary of the previous year’s meeting and have a submittal window of no shorter than 30 days from the beginning of the notice period. The submittal window is the period under which shareholders must file their proposals/nominations prior to the deadline.

In general, support additional efforts by companies to ensure full disclosure in regard to a proponent’s economic and voting position in the company so long as the informational requirements are reasonable and aimed at providing shareholders with the necessary information to review such proposals.

Amend Bylaws without Shareholder Consent

General Recommendation

DWS’s policy is to generally vote against proposals giving the board exclusive authority to amend the bylaws.

DWS’s policy is to generally vote case-by-case on proposals giving the board the ability to amend the bylaws in addition to shareholders, taking into account the following:

| ■ | Any impediments to shareholders' ability to amend the bylaws (i.e., supermajority voting requirements);

| ■ | The company's ownership structure and historical voting turnout;

| ■ | Whether the board could amend bylaws adopted by shareholders; and

| ■ | Whether shareholders would retain the ability to ratify any board-initiated amendments.

Control Share Acquisition Provisions

General Recommendation

DWS’s policy is to generally vote for proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders.

DWS’s policy is to generally vote against proposals to amend the charter to include control share acquisition provisions. DWS’s policy is to generally vote for proposals to restore voting rights to the control shares.

Control share acquisition statutes function by denying shares their voting rights when they contribute to ownership in excess of certain thresholds. Voting rights for those shares exceeding ownership limits may only be restored by approval of either a majority or supermajority of disinterested shares. Thus, control share acquisition statutes effectively require a hostile bidder to put its offer to a shareholder vote or risk voting disenfranchisement if the bidder continues buying up a large block of shares.

Control Share Cash - Out Provisions

General Recommendation

DWS’s policy is to generally vote for proposals to opt out of control share cash-out statutes.

Control share cash-out statutes give dissident shareholders the right to "cash-out" of their position in a company at the expense of the shareholder who has taken a control position. In other words, when an investor crosses a preset threshold level, remaining shareholders are given the right to sell their shares to the acquirer, who must buy them at the highest acquiring price.

Disgorgement Provisions

General Recommendation

DWS’s policy is to generally vote for proposals to opt out of state disgorgement provisions.

Disgorgement provisions require an acquirer or potential acquirer of more than a certain percentage of a company's stock to disgorge, or pay back, to the company any profits realized from the sale of that company's stock purchased 24 months before achieving control status. All sales of company stock by the acquirer occurring within a certain period of time (between 18 months and 24 months) prior to the investor's gaining control status are subject to these recapture-of-profits provisions.

Fair Price Provisions

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to adopt fair price provisions (provisions that stipulate that an acquirer must pay the same price to acquire all shares as it paid to acquire the control shares), evaluating factors such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price.

DWS’s policy is to generally vote against fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

Freeze-Out Provisions

General Recommendation

DWS’s policy is to generally vote for proposals to opt out of state freeze-out provisions. Freeze-out provisions force an investor who surpasses a certain ownership threshold in a company to wait a specified period of time before gaining control of the company.

Greenmail

General Recommendation

DWS’s policy is to generally vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.

DWS’s policy is to generally vote case-by-case on anti-greenmail proposals when they are bundled with other charter or bylaw amendments.

Greenmail payments are targeted share repurchases by management of company stock from individuals or groups seeking control of the company. Since only the hostile party receives payment, usually at a substantial premium over the market value of its shares, the practice discriminates against all other shareholders.

Shareholder Litigation Rights

Federal Forum Selection Provisions

Federal forum selection provisions require that U.S federal courts be the sole forum for shareholders to litigate claims arising under federal securities law.

General Recommendation

DWS’s policy is to generally vote for federal forum selection provisions in the charter or bylaws that specify "the district courts of the United States" as the exclusive forum for federal securities law matters, in the absence of serious concerns about corporate governance or board responsiveness to shareholders.

DWS’s policy is to generally vote against provisions that restrict the forum to a particular federal district court; unilateral adoption (without a shareholder vote) of such a provision will generally be considered a one-time failure under the Unilateral Bylaw/Charter Amendments policy.

Exclusive Forum Provisions for State Law Matters

Exclusive forum provisions in the charter or bylaws restrict shareholders’ ability to bring derivative lawsuits against the company, for claims arising out of state corporate law, to the courts of a particular state (generally the state of incorporation).

General Recommendation

DWS’s policy is to generally vote for charter or bylaw provisions that specify courts located within the state of Delaware as the exclusive forum for corporate law matters for Delaware corporations, in the absence of serious concerns about corporate governance or board responsiveness to shareholders.

For states other than Delaware, DWS’s policy is to generally vote case-by-case on exclusive forum provisions, taking into consideration:

| ■ | The company's stated rationale for adopting such a provision;

| ■ | Disclosure of past harm from duplicative shareholder lawsuits in more than one forum;

| ■ | The breadth of application of the charter or bylaw provision, including the types of lawsuits to which it would apply and the definition of key terms; and

| ■ | Governance features such as shareholders' ability to repeal the provision at a later date (including the vote standard applied when shareholders attempt to amend the charter or bylaws) and their ability to hold directors accountable through annual director elections and a majority vote standard in uncontested elections.

DWS’s policy is to generally vote against provisions that specify a state other than the state of incorporation as the exclusive forum for corporate law matters, or that specify a particular local court within the state; unilateral adoption of such provision will generally be considered a one-time failure under the Unilateral Bylaw/Charter Amendments policy.

Fee shifting

Fee-shifting provisions in the charter or bylaws require that a shareholder who sues a company unsuccessfully pay all litigation expenses of the defendant corporation and its directors and officers.

General Recommendation

DWS’s policy is to generally vote against provisions that mandate fee-shifting whenever plaintiffs are not completely successful on the merits (i.e., including cases where the plaintiffs are partially successful).

Unilateral adoption of a fee-shifting provision will generally be considered an ongoing failure under the Unilateral Bylaw/Charter Amendments policy.

Net Operating Loss (NOL) Protective Amendments

General Recommendation

DWS’s policy is to generally vote against proposals to adopt a protective amendment for the stated purpose of protecting a company's net operating losses (NOL) if the effective term of the protective amendment would exceed the shorter of three years and the exhaustion of the NOL.

DWS’s policy is to generally vote case-by-case, considering the following factors, for management proposals to adopt an NOL protective amendment that would remain in effect for the shorter of three years (or less) and the exhaustion of the NOL:

| ■ | The ownership threshold (NOL protective amendments generally prohibit stock ownership transfers that would result in a new 5-percent holder or increase the stock ownership percentage of an existing 5-percent holder);

| ■ | The value of the NOLs;

| ■ | Shareholder protection mechanisms (sunset provision or commitment to cause expiration of the protective amendment upon exhaustion or expiration of the NOL);

| ■ | The company's existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and

| ■ | Any other factors that may be applicable.

Poison Pills (Shareholder Rights Plans)

Shareholder Proposals to Put Pill to a Vote and/or Adopt a Pill Policy

General Recommendation:

DWS’s policy is to generally vote for shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it unless the company has: (1) A shareholder-approved poison pill in place; or (2) The company has adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if either:

| ■ | Shareholders have approved the adoption of the plan; or

| ■ | The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to adopt a pill without the delay in adoption that would result from seeking stockholder approval (i.e., the “fiduciary out” provision). A poison pill adopted under this fiduciary out will be put to a shareholder ratification vote within 12 months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately terminate.

If the shareholder proposal calls for a time period of less than 12 months for shareholder ratification after adoption, DWS’s policy is to generally vote for the proposal, but add the caveat that a vote within 12 months would be considered sufficient implementation.

Management Proposals to Ratify a Poison Pill

General Recommendation

DWS’s policy is to generally vote case-by-case on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes:

| ■ | No lower than a 20 percent trigger, flip-in or flip-over;

| ■ | A term of no more than three years;

| ■ | No deadhand, slowhand, no-hand, or similar feature that limits the ability of a future board to redeem the pill;

| ■ | Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, 10 percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill.

In addition, the rationale for adopting the pill should be thoroughly explained by the company. In examining the request for the pill, take into consideration the company’s existing governance structure, including: board independence, existing takeover defenses, and any problematic governance concerns.

Management Proposals to Ratify a Pill to Preserve Net Operating Losses (NOLs)

General Recommendation

DWS’s policy is to generally vote against proposals to adopt a poison pill for the stated purpose of protecting a company's net operating losses (NOL) if the term of the pill would exceed the shorter of three years and the exhaustion of the NOL.

DWS’s policy is to vote case-by-case on management proposals for poison pill ratification, considering the following factors, if the term of the pill would be the shorter of three years (or less) and the exhaustion of the NOL:

| ■ | The ownership threshold to transfer (NOL pills generally have a trigger slightly below 5 percent);

| ■ | The value of the NOLs;

| ■ | Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs);

| ■ | The company's existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and

| ■ | Any other factors that may be applicable.

Proxy Voting Disclosure, Confidentiality, and Tabulation

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals regarding proxy voting mechanics, taking into consideration whether implementation of the proposal is likely to enhance or protect shareholder rights. Specific issues covered under the policy include, but are not limited to, confidential voting of individual proxies and ballots, confidentiality of running vote tallies, and the treatment of abstentions and/or broker non-votes in the company's vote-counting methodology.

While a variety of factors may be considered in each analysis, the guiding principles are: transparency, consistency, and fairness in the proxy voting process. The factors considered, as applicable to the proposal, may include:

| ■ | The scope and structure of the proposal;

| ■ | The company's stated confidential voting policy (or other relevant policies) and whether it ensures a "level playing field" by providing shareholder proponents with equal access to vote information prior to the annual meeting;

| ■ | The company's vote standard for management and shareholder proposals and whether it ensures consistency and fairness in the proxy voting process and maintains the integrity of vote results;

| ■ | Whether the company's disclosure regarding its vote counting method and other relevant voting policies with respect to management and shareholder proposals are consistent and clear;

| ■ | Any recent controversies or concerns related to the company's proxy voting mechanics;

| ■ | Any unintended consequences resulting from implementation of the proposal; and

| ■ | Any other factors that may be relevant.

Ratification Proposals: Management Proposals to Ratify Existing Charter or Bylaw Provisions

General Recommendation

DWS’s policy is to generally vote against management proposals to ratify provisions of the company’s existing charter or bylaws, unless these governance provisions align with best practice.

In addition, voting against/withhold from individual directors, members of the governance committee, or the full board may be warranted, considering:

| ■ | The presence of a shareholder proposal addressing the same issue on the same ballot;

| ■ | The board's rationale for seeking ratification;

| ■ | Disclosure of actions to be taken by the board should the ratification proposal fail;

| ■ | Disclosure of shareholder engagement regarding the board’s ratification request;

| ■ | The level of impairment to shareholders' rights caused by the existing provision;

| ■ | The history of management and shareholder proposals on the provision at the company’s past meetings;

| ■ | Whether the current provision was adopted in response to the shareholder proposal;

| ■ | The company's ownership structure; and

| ■ | Previous use of ratification proposals to exclude shareholder proposals.

Reimbursing Proxy Solicitation Expenses

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to reimburse proxy solicitation expenses.

When voting in conjunction with support of a dissident slate, DWS’s policy is to generally vote for the reimbursement of all appropriate proxy solicitation expenses associated with the election.

DWS’s policy is to generally vote for shareholder proposals calling for the reimbursement of reasonable costs incurred in connection with nominating one or more candidates in a contested election where the following apply:

| ■ | The election of fewer than 50 percent of the directors to be elected is contested in the election;

| ■ | One or more of the dissident’s candidates is elected;

| ■ | Shareholders are not permitted to cumulate their votes for directors; and

The election occurred, and the expenses were incurred, after the adoption of this bylaw.

Reincorporation Proposals

General Recommendation

Management or shareholder proposals to change a company's state of incorporation should be evaluated case-by-case, giving consideration to both financial and corporate governance concerns including the following:

| ■ | Reasons for reincorporation;

| ■ | Comparison of company's governance practices and provisions prior to and following the reincorporation; and

| ■ | Comparison of corporation laws of original state and destination state.

DWS’s policy is to generally vote for reincorporation when the economic factors outweigh any neutral or negative governance changes.

Shareholder Ability to Act by Written Consent

General Recommendation: DWS’s policy is to generally vote against management and shareholder proposals to restrict or prohibit shareholders' ability to act by written consent.

DWS’s policy is to generally vote for management and shareholder proposals that provide shareholders with the ability to act by written consent, taking into account the following factors:

| ■ | Shareholders' current right to act by written consent;

| ■ | The consent threshold;

| ■ | The inclusion of exclusionary or prohibitive language;

| ■ | Investor ownership structure; and

| ■ | Shareholder support of, and management's response to, previous shareholder proposals.

DWS’s policy is to vote case-by-case on shareholder proposals if, in addition to the considerations above, the company has the following governance and antitakeover provisions:

| ■ | An unfettered18 right for shareholders to call special meetings at a 10 percent threshold;

| ■ | A majority vote standard in uncontested director elections;

| ■ | No non-shareholder-approved pill; and

| ■ | An annually elected board.

18 "Unfettered" means no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach the 10 percent threshold, and only reasonable limits on when a meeting can be called: no greater than 30 days after the last annual meeting and no greater than 90 prior to the next annual meeting.

Shareholder Ability to Call Special Meetings

General Recommendation

DWS’s policy is to generally vote against management or shareholder proposals to restrict or prohibit shareholders’ ability to call special meetings.

DWS’s policy is to generally vote for management or shareholder proposals that provide shareholders with the ability to call special meetings taking into account the following factors:

| ■ | Shareholders’ current right to call special meetings;

| ■ | Minimum ownership threshold necessary to call special meetings (10 percent preferred);

| ■ | The inclusion of exclusionary or prohibitive language;

| ■ | Investor ownership structure; and

| ■ | Shareholder support of, and management’s response to, previous shareholder proposals.

Stakeholder Provisions

General Recommendation

DWS’s policy is to generally vote against proposals that ask the board to consider non-shareholder constituencies or other non-financial effects when evaluating a merger or business combination.

State Antitakeover Statutes

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to opt in or out of state takeover statutes (including fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, and anti-greenmail provisions).

Supermajority Vote Requirements

General Recommendation

DWS’s policy is to generally vote against proposals to require a supermajority shareholder vote.

| ■ | DWS’s policy is to generally vote for management or shareholder proposals to reduce supermajority vote requirements. However, for companies with shareholder(s) who have significant ownership levels, DWS’s policy is to generally vote case-by-case, taking into account:

| ■ | Ownership structure;

| ■ | Quorum requirements; and

| ■ | Vote requirements.

Virtual Shareholder Meetings

General Recommendation

DWS’s policy is to generally vote for management proposals allowing for the convening of shareholder meetings by electronic means, so long as they do not preclude in-person meetings. Companies are encouraged to disclose the circumstances under which virtual-only19 meetings would be held, and to allow for comparable rights and opportunities for shareholders to participate electronically as they would have during an in-person meeting.

19 Virtual-only shareholder meeting” refers to a meeting of shareholders that is held exclusively using technology without a corresponding in-person meeting.

DWS’s policy is to vote case-by-case on shareholder proposals concerning virtual-only meetings, considering:

| ■ | Scope and rationale of the proposal; and

| ■ | Concerns identified with the company’s prior meeting practices.

CAPITAL / RESTRUCTURING

Capital

Adjustments to Par Value of Common Stock

General Recommendation

DWS’s policy is to generally vote for management proposals to reduce the par value of common stock unless the action is being taken to facilitate an anti-takeover device or some other negative corporate governance action.

DWS’s policy is to vote for management proposals to eliminate par value.

Common Stock Authorization

General Authorization Requests

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to increase the number of authorized shares of common stock that are to be used for general corporate purposes:

| ■ | if share usage (outstanding plus reserved) is less than 50% of the current authorized shares, vote for an increase of up to 50% of current authorized shares;

| ■ | If share usage is 50% to 100% of the current authorized, vote for an increase of up to 100% of current authorized shares;

| ■ | If share usage is greater than current authorized shares, vote for an increase of up to the current share usage; or

| ■ | In the case of a stock split, the allowable increase is calculated (per above) based on the post-split adjusted authorization.

DWS’s policy is to generally vote against proposed increases, even if within the above ratios, if the proposal or the company’s prior or ongoing use of authorized shares is problematic, including, but not limited to:

| ■ | The proposal seeks to increase the number of authorized shares of the class of common stock that has superior voting rights to other share classes;

| ■ | On the same ballot is a proposal for a reverse split for which support is warranted despite the fact that it would result in an excessive increase in the share authorization;

| ■ | The company has a non-shareholder approved poison pill (including an NOL pill); or

| ■ | The company has previous sizeable placements (within the past 3 years) of stock with insiders at prices substantially below market value, or with problematic voting rights, without shareholder approval.

However, DWS’s policy is to generally vote for proposed increases beyond the above ratios or problematic situations when there is disclosure of specific and severe risks to shareholders of not approving the request, such as:

| ■ | In, or subsequent to, the company’s most recent 10-k filing, the company discloses that there is substantial doubt about its ability to continue as a going concern;

| ■ | The company states that there is a risk of imminent bankruptcy or imminent liquidation if shareholders do not approve the increase in authorized capital; or

| ■ | A government body has in the past year required the company to increase capital ratios.

For companies incorporated in states that allow increases in authorized capital without shareholder approval, DWS’s policy is to generally vote withhold or against all nominees if a unilateral capital authorization increase does not conform to the above policies.

Specific Authorization Requests

General Recommendation

DWS’s policy is to generally vote for proposals to increase the number of authorized common shares where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as acquisitions, SPAC transactions, private placements, or similar transactions) on the same ballot, or disclosed in the proxy statement, that warrant support. For such transactions, the allowable increase will be the greater of:

| ■ | twice the amount needed to support the transactions on the ballot, and

| ■ | the allowable increase as calculated for general issuances above.

Dual Class Structure

General Recommendation

DWS’s policy is to generally vote against proposals to create a new class of common stock unless:

| ■ | The company discloses a compelling rationale for the dual-class capital structure, such as:

| ■ | The company's auditor has concluded that there is substantial doubt about the company's ability to continue as a going concern; or

| ■ | The new class of shares will be transitory;

| ■ | The new class is intended for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; and

| ■ | The new class is not designed to preserve or increase the voting power of an insider or significant shareholder.

Issue Stock for Use with Rights Plan

General Recommendation: DWS’s policy is to generally vote against proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder-approved shareholder rights plan (poison pill).

Preemptive Rights

General Recommendation: DWS’s policy is to generally vote case-by-case on shareholder proposals that seek pre-emptive rights, taking into consideration:

| ■ | The size of the company;

| ■ | The shareholder base; and

| ■ | The liquidity of the stock.

Preferred Stock Authorization

General Authorization Requests

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to increase the number of authorized shares of preferred stock that are to be used for general corporate purposes as follows:

| ■ | If share usage (outstanding plus reserved) is less than 50% of the current authorized shares, vote for an increase of up to 50% of current authorized shares;

| ■ | If share usage is 50% to 100% of the current authorized, vote for an increase up to 100% of current authorized shares;

| ■ | If share usage is greater than current authorized shares, vote for an increase of up to the current share usage;

| ■ | In the case of a stock split, the allowable increase is calculated (per above) based on the post-split adjusted authorization; or

| ■ | If no preferred shares are currently issued and outstanding, vote against the request, unless the company discloses a specific use for the shares.

DWS’s policy is to generally vote against proposed increases, even if within the above ratios, if the proposal or the company’s prior or ongoing use of authorized shares is problematic, including, but not limited to:

| ■ | If the shares requested are blank check preferred shares that can be used for antitakeover purposes20;

| ■ | The company seeks to increase a class of non-convertible preferred shares entitled to more than one vote per share on matters that do not solely affect the rights of preferred stockholders “supervoting shares”);

| ■ | The company seeks to increase a class of convertible preferred shares entitled to a number of votes greater than the number of common shares into which they are convertible (“supervoting shares”) on matters that do not solely affect the rights of preferred stockholders;

| ■ | The stated intent of the increase in the general authorization is to allow the company to increase an existing designated class of supervoting preferred shares;

| ■ | On the same ballot is a proposal for a reverse split for which support is warranted despite the fact that it would result in an excessive increase in the share authorization;

| ■ | The company has a non-shareholder approved poison pill (including NOL pill); or

| ■ | The company has previous sizeable placements (within the past 3 years) of stock with insiders at prices substantially below market value, or with problematic voting rights, without shareholder approval.

20 To be acceptable, appropriate disclosure would be needed that the shares are “declawed”; i.e., representation by the board that it will not, without prior stockholder approval, issue or use the preferred stock for any defensive or anti-takeover purpose or for the purpose of implementing any stockholder rights plan.

However, DWS’s policy is to generally vote for proposed increases beyond the above ratios or problematic situations when there is disclosure of specific and severe risks to shareholders of not approving the request, such as:

| ■ | In, or subsequent to, the company’s most recent 10-k filing, the company discloses that there is substantial doubt about its ability to continue as a going concern;

| ■ | The company states that there is a risk of imminent bankruptcy or imminent liquidation if shareholders do not approve the increase in authorized capital; or

| ■ | A government body has in the past year required the company to increase capital ratios.

For companies incorporated in states that allow increases in authorized capital without shareholder approval, DWS’s policy is to generally vote withhold or against all nominees if a unilateral capital authorization increase does not conform to the above policies.

Specific Authorization Requests

General Recommendation

DWS’s policy is to generally vote for proposals to increase the number of authorized preferred shares where the primary purpose of the increase is to issue shares in connection with transaction(s) (such as acquisitions, SPAC transactions, private placements, or similar transactions) on the same ballot, or disclosed in the proxy statement, that warrant support. For such transactions, the allowable increase will be the greater of:

| ■ | twice the amount needed to support the transactions on the ballot, and

| ■ | the allowable increase as calculated for general issuances above.

Recapitalization Plans

General Recommendation

DWS’s policy is to generally vote case-by-case on recapitalizations (reclassifications of securities), taking into account the following:

| ■ | More simplified capital structure;

| ■ | Enhanced liquidity;

| ■ | Fairness of conversion terms;

| ■ | Impact on voting power and dividends;

| ■ | Reasons for the reclassification;

| ■ | Conflicts of interest; and

| ■ | Other alternatives considered.

Reverse Stock Splits

General Recommendation

DWS’s policy is to generally vote for management proposals to implement a reverse stock split if:

| ■ | The number of authorized shares will be proportionately reduced; or

| ■ | The effective increase in authorized shares is equal to or less than the allowable increase calculated in accordance with ISS's Common Stock Authorization policy.

DWS’s policy is to generally vote case-by-case on proposals that do not meet either of the above conditions, taking into consideration the following factors:

| ■ | Stock exchange notification to the company of a potential delisting;

| ■ | Disclosure of substantial doubt about the company's ability to continue as a going concern without additional financing;

| ■ | The company's rationale; or

| ■ | Other factors as applicable.

Share Issuance Mandates at U.S. Domestic Issuers Incorporated Outside the U.S.

General Recommendation

For U.S. domestic Issuers incorporated outside the U.S. and listed solely on a U.S. exchange, DWS’ policy is to generally vote for resolutions to authorize the issuance of common shares up to 20% of currently issued common share capital, where not tied to a specific transaction or financing proposal.

For pre-revenue or other early-stage companies that are heavily reliant on periodic equity financing, DWS’ policy is to generally vote for resolutions to authorize the issuance of common shares up to 50% of currently issued common share capital. The burden of proof will be on the company to establish that it has a need for the higher limit.

Renewal of such mandates should be sought at each year’s annual meeting.

DWS’s policy is to generally vote case-by-case on share issuances for a specific transaction or financing proposal.

Share Repurchase Programs

General Recommendation

For U.S.-incorporated companies, and foreign-incorporated U.S. Domestic Issuers that are traded solely on U.S. exchanges, DWS’s policy is to generally vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, or to grant the board authority to conduct open-market repurchases, in the absence of company-specific concerns regarding:

| ■ | Greenmail,

| ■ | The use of buybacks to inappropriately manipulate incentive compensation metrics,

| ■ | Threats to the company's long-term viability, or

| ■ | Other company-specific factors as warranted.

DWS’s policy is to generally vote case-by-case on proposals to repurchase shares directly from specified shareholders, balancing the stated rationale against the possibility for the repurchase authority to be misused, such as to repurchase shares from insiders at a premium to market price.

Share Repurchase Programs Shareholder Proposals

General Recommendation

DWS’s policy is to generally vote against shareholder proposals prohibiting executives from selling shares of company stock during periods in which the company has announced that it may or will be repurchasing shares of its stock. DWS’s policy is to generally vote for the proposal when there is a pattern of abuse by executives exercising options or selling shares during periods of share buybacks.

Stock Distributions: Splits and Dividends

General Recommendation

DWS’s policy is to generally vote for management proposals to increase the common share authorization for stock split or stock dividend, provided that the effective increase in authorized shares is equal to or is less than the allowable increase calculated in accordance with ISS's Common Stock Authorization policy.

Tracking Stock

General Recommendation

DWS’s policy is to generally vote case-by-case on the creation of tracking stock, weighing the strategic value of the transaction against such factors as:

| ■ | Adverse governance changes;

| ■ | Excessive increases in authorized capital stock;

| ■ | Unfair method of distribution;

| ■ | Diminution of voting rights;

| ■ | Adverse conversion features;

| ■ | Negative impact on stock option plans; and

| ■ | Alternatives such as spin-off.

Restructuring

Appraisal Rights

General Recommendation

DWS’s policy is to generally vote for proposals to restore or provide shareholders with rights of appraisal.

Asset Purchases

General Recommendation

DWS’s policy is to generally vote case-by-case on asset purchase proposals, considering the following factors:

| ■ | Purchase price;

| ■ | Fairness opinion;

| ■ | Financial and strategic benefits;

| ■ | How the deal was negotiated;

| ■ | Conflicts of interest;

| ■ | Other alternatives for the business; and

| ■ | Non-completion risk.

Asset Sales

General Recommendation

DWS’s policy is to generally vote case-by-case on asset sales, considering the following factors:

| ■ | Impact on the balance sheet/working capital;

| ■ | Potential elimination of diseconomies;

| ■ | Anticipated financial and operating benefits;

| ■ | Anticipated use of funds;

| ■ | Value received for the asset;

| ■ | Fairness opinion;

| ■ | How the deal was negotiated; and

| ■ | Conflicts of interest.

Bundled Proposals

General Recommendation

DWS’s policy is to generally vote case-by-case on bundled or “conditional” proxy proposals. In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, vote against the proposals. If the combined effect is positive, support such proposals.

Conversion of Securities

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals regarding conversion of securities. When evaluating these proposals, the investor should review the dilution to existing shareholders, the conversion price relative to market value, financial issues, control issues, termination penalties, and conflicts of interest.

DWS’s policy is to vote for the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.

Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan, after evaluating:

| ■ | Dilution to existing shareholders' positions;

| ■ | Terms of the offer - discount/premium in purchase price to investor, including any fairness opinion; termination penalties; exit strategy;

| ■ | Financial issues - company's financial situation; degree of need for capital; use of proceeds; effect of the financing on the company's cost of capital;

| ■ | Management's efforts to pursue other alternatives;

| ■ | Control issues - change in management; change in control, guaranteed board and committee seats; standstill provisions; voting agreements; veto power over certain corporate actions; and

| ■ | Conflict of interest - arm's length transaction, managerial incentives.

DWS’s policy is to generally vote for the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.

Formation of Holding Company

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals regarding the formation of a holding company, taking into consideration the following:

| ■ | The reasons for the change;

| ■ | Any financial or tax benefits;

| ■ | Regulatory benefits;

| ■ | Increases in capital structure; and

| ■ | Changes to the articles of incorporation or bylaws of the company.

Absent compelling financial reasons to recommend for the transaction, DWS’s policy is to generally vote against the formation of a holding company if the transaction would include either of the following:

| ■ | Increases in common or preferred stock in excess of the allowable maximum (see discussion under “Capital”); or

| ■ | Adverse changes in shareholder rights.

Going Private and Going Dark Transactions (LBOs and Minority Squeeze-outs)

General Recommendation

DWS’s policy is to generally vote case-by-case on going private transactions, taking into account the following:

| ■ | Offer price/premium;

| ■ | Fairness opinion;

| ■ | How the deal was negotiated;

| ■ | Conflicts of interest;

| ■ | Other alternatives/offers considered; and

| ■ | Non-completion risk.

DWS’s policy is to vote case-by-case on going dark transactions, determining whether the transaction enhances shareholder value by taking into consideration:

| ■ | Whether the company has attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock); and

| ■ | Balanced interests of continuing vs. cashed-out shareholders, taking into account the following:

| ■ | Are all shareholders able to participate in the transaction?

| ■ | Will there be a liquid market for remaining shareholders following the transaction?

| ■ | Does the company have strong corporate governance?

| ■ | Will insiders reap the gains of control following the proposed transaction?

| ■ | Does the state of incorporation have laws requiring continued reporting that may benefit shareholders?

Joint Ventures

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to form joint ventures, taking into account the following:

| ■ | Percentage of assets/business contributed;

| ■ | Percentage ownership;

| ■ | Financial and strategic benefits;

| ■ | Governance structure;

| ■ | Conflicts of interest;

| ■ | Other alternatives; and

| ■ | Non-completion risk.

Liquidations

General Recommendation

DWS’s policy is to generally vote case-by-case on liquidations, taking into account the following:

| ■ | Management’s efforts to pursue other alternatives;

| ■ | Appraisal value of assets; and

| ■ | The compensation plan for executives managing the liquidation.

DWS’s policy is to generally vote for the liquidation if the company will file for bankruptcy if the proposal is not approved.

Mergers and Acquisitions

General Recommendation

DWS’s policy is to generally vote case-by-case on mergers and acquisitions. Review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

| ■ | Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction, and strategic rationale.

| ■ | Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal.

| ■ | Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.

| ■ | Negotiations and process - Were the terms of the transaction negotiated at arm's-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation "wins" can also signify the deal makers' competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value.

| ■ | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. The CIC figure presented in the "ISS Transaction Summary" section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine whether a potential conflict exists.

| ■ | Governance - Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.

Private Placements/Warrants/Convertible Debentures

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals regarding private placements, warrants, and convertible debentures taking into consideration:

| ■ | Dilution to existing shareholders' position: The amount and timing of shareholder ownership dilution should be weighed against the needs and proposed shareholder benefits of the capital infusion. Although newly issued common stock, absent pre-emptive rights, is typically dilutive to existing shareholders, share price appreciation is often the necessary event to trigger the exercise of "out of the money" warrants and convertible debt. In these instances from a value standpoint, the negative impact of dilution is mitigated by the increase in the company's stock price that must occur to trigger the dilutive event.

| ■ | Terms of the offer (discount/premium in purchase price to investor, including any fairness opinion, conversion features, termination penalties, exit strategy):

The terms of the offer should be weighed against the alternatives of the company and in light of company's financial condition. Ideally, the conversion price for convertible debt and the exercise price for warrants should be at a premium to the then prevailing stock price at the time of private placement.

When evaluating the magnitude of a private placement discount or premium, consider factors that influence the discount or premium, such as, liquidity, due diligence costs, control and monitoring costs, capital scarcity, information asymmetry, and anticipation of future performance.

| ■ | Financial issues:

The company's financial condition;

Degree of need for capital;

Use of proceeds;

Effect of the financing on the company's cost of capital;

Current and proposed cash burn rate; and

Going concern viability and the state of the capital and credit markets.

| ■ | Management's efforts to pursue alternatives and whether the company engaged in a process to evaluate alternatives: A fair, unconstrained process helps to ensure the best price for shareholders. Financing alternatives can include joint ventures, partnership, merger, or sale of part or all of the company.

| ■ | Control issues:

Change in management;

Change in control;

Guaranteed board and committee seats;

Standstill provisions;

Voting agreements;

Veto power over certain corporate actions; and

Minority versus majority ownership and corresponding minority discount or majority control premium.

| ■ | Conflicts of interest:

Conflicts of interest should be viewed from the perspective of the company and the investor; and

Were the terms of the transaction negotiated at arm's length? Are managerial incentives aligned with shareholder interests?

| ■ | Market reaction:

The market's response to the proposed deal. A negative market reaction is a cause for concern. Market reaction may be addressed by analysing the one-day impact on the unaffected stock price.

DWS’s policy is to generally vote for the private placement, or for the issuance of warrants and/or convertible debentures in a private placement, if it is expected that the company will file for bankruptcy if the transaction is not approved.

Reorganization/Restructuring Plan (Bankruptcy)

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to common shareholders on bankruptcy plans of reorganization, considering the following factors including, but not limited to:

| ■ | Estimated value and financial prospects of the reorganized company;

| ■ | Percentage ownership of current shareholders in the reorganized company;

| ■ | Whether shareholders are adequately represented in the reorganization process (particularly through the existence of an Official Equity Committee);

| ■ | The cause(s) of the bankruptcy filing, and the extent to which the plan of reorganization addresses the cause(s);

| ■ | Existence of a superior alternative to the plan of reorganization; and

| ■ | Governance of the reorganized company.

Special Purpose Acquisition Corporations (SPACs)

General Recommendation

DWS’s policy is to generally vote case-by-case on SPAC mergers and acquisitions taking into account the following:

| ■ | Valuation - Is the value being paid by the SPAC reasonable? SPACs generally lack an independent fairness opinion and the financials on the target may be limited. Compare the conversion price with the intrinsic value of the target company provided in the fairness opinion. Also, evaluate the proportionate value of the combined entity attributable to the SPAC IPO shareholders versus the pre-merger value of SPAC. Additionally, a private company discount may be applied to the target, if it is a private entity.

| ■ | Market reaction - How has the market responded to the proposed deal? A negative market reaction may be a cause for concern. Market reaction may be addressed by analysing the one-day impact on the unaffected stock price.

| ■ | Deal timing - A main driver for most transactions is that the SPAC charter typically requires the deal to be complete within 18 to 24 months, or the SPAC is to be liquidated. Evaluate the valuation, market reaction, and potential conflicts of interest for deals that are announced close to the liquidation date.

| ■ | Negotiations and process - What was the process undertaken to identify potential target companies within specified industry or location specified in charter? Consider the background of the sponsors.

| ■ | Conflicts of interest - How are sponsors benefiting from the transaction compared to IPO shareholders? Potential conflicts could arise if a fairness opinion is issued by the insiders to qualify the deal rather than a third party or if management is encouraged to pay a higher price for the target because of an 80 percent rule (the charter requires that the fair market value of the target is at least equal to 80 percent of net assets of the SPAC). Also, there may be sense of urgency by the management team of the SPAC to close the deal since its charter typically requires a transaction to be completed within the 18-24 month timeframe.

| ■ | Voting agreements - Are the sponsors entering into enter into any voting agreements/tender offers with shareholders who are likely to vote against the proposed merger or exercise conversion rights?

| ■ | Governance - What is the impact of having the SPAC CEO or founder on key committees following the proposed merger?

Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions

General Recommendation

DWS’s policy is to generally vote case-by-case on SPAC extension proposals taking into account the length of the requested extension, the status of any pending transaction(s) or progression of the acquisition process, any added incentive for non-redeeming shareholders, and any prior extension requests.

| ■ | Length of request: Typically, extension requests range from two to six months, depending on the progression of the SPAC's acquisition process.

| ■ | Pending transaction(s) or progression of the acquisition process: Sometimes an initial business combination was already put to a shareholder vote, but, for varying reasons, the transaction could not be consummated by the termination date and the SPAC is requesting an extension. Other times, the SPAC has entered into a definitive transaction agreement, but needs additional time to consummate or hold the shareholder meeting.

| ■ | Added incentive for non-redeeming shareholders: Sometimes the SPAC sponsor (or other insiders) will contribute, typically as a loan to the company, additional funds that will be added to the redemption value of each public share as long as such shares are not redeemed in connection with the extension request. The purpose of the "equity kicker" is to incentivize shareholders to hold their shares through the end of the requested extension or until the time the transaction is put to a shareholder vote, rather than electing redemption at the extension proposal meeting.

| ■ | Prior extension requests: Some SPACs request additional time beyond the extension period sought in prior extension requests.

Spin-offs

General Recommendation

DWS’s policy is to generally vote case-by-case on spin-offs, considering:

| ■ | Tax and regulatory advantages;

| ■ | Planned use of the sale proceeds;

| ■ | Valuation of spinoff;

| ■ | Fairness opinion;

| ■ | Benefits to the parent company;

| ■ | Conflicts of interest;

| ■ | Managerial incentives;

| ■ | Corporate governance changes; and

| ■ | Changes in the capital structure.

Value Maximization Shareholder Proposals

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals seeking to maximize shareholder value by:

| ■ | Hiring a financial advisor to explore strategic alternatives;

| ■ | Selling the company; or

| ■ | Liquidating the company and distributing the proceeds to shareholders.

These proposals should be evaluated based on the following factors:

| ■ | Prolonged poor performance with no turnaround in sight;

| ■ | Signs of entrenched board and management (such as the adoption of takeover defenses);

| ■ | Strategic plan in place for improving value;

| ■ | Likelihood of receiving reasonable value in a sale or dissolution; and

| ■ | The company actively exploring its strategic options, including retaining a financial advisor.

COMPENSATION

Executive Pay Evaluation

Advisory Votes on Executive Compensation—Management Proposals (Say-on-Pay)

General Recommendation

DWS’s policy is to generally vote case-by-case on ballot items related to executive pay and practices, as well as certain aspects of outside director compensation.

DWS’s policy is to vote against Advisory Votes on Executive Compensation (Say-on-Pay or “SOP”) if:

| ■ | There is an unmitigated misalignment between CEO pay and company performance (pay for performance);

| ■ | The company maintains significant problematic pay practices; or

| ■ | The board exhibits a significant level of poor communication and responsiveness to shareholders.

DWS’s policy is to generally vote against or withhold from the members of the Compensation Committee and potentially the full board if:

| ■ | There is no SOP on the ballot, and an against vote on an SOP would otherwise be warranted due to pay-for-performance misalignment, problematic pay practices, or the lack of adequate responsiveness on compensation issues raised previously, or a combination thereof;

| ■ | The board fails to respond adequately to a previous SOP proposal that received less than 70 percent support of votes cast;

| ■ | The company has recently practiced or approved problematic pay practices, such as option repricing or option backdating; or

| ■ | The situation is egregious.

Frequency of Advisory Vote on Executive Compensation ("Say When on Pay")

General Recommendation

DWS’s policy is to generally vote for annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies' executive pay programs.

Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale

General Recommendation

DWS’s policy is to generally vote case-by-case on say on Golden Parachute proposals, including consideration of existing change-in-control arrangements maintained with named executive officers but also considering new or extended arrangements.

Features that may result in an “against” recommendation include one or more of the following, depending on the number, magnitude, and/or timing of issue(s):

| ■ | Single- or modified-single-trigger cash severance;

| ■ | Single-trigger acceleration of unvested equity awards;

| ■ | Full acceleration of equity awards granted shortly before the change in control;

| ■ | Acceleration of performance awards above the target level of performance without compelling rationale;

| ■ | Excessive cash severance (generally >3x base salary and bonus);

| ■ | Excise tax gross-ups triggered and payable; or

| ■ | Excessive golden parachute payments (on an absolute basis or as a percentage of transaction equity value);

| ■ | Recent amendments that incorporate any problematic features (such as those above) or recent actions (such as extraordinary equity grants) that may make packages so attractive as to influence merger agreements that may not be in the best interests of shareholders; or

| ■ | The company's assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote.

Recent amendment(s) that incorporate problematic features will tend to carry more weight on the overall analysis. However, the presence of multiple legacy problematic features will also be closely scrutinized.

In cases where the golden parachute vote is incorporated into a company's advisory vote on compensation (management say-on-pay), DWS will evaluate the say-on-pay proposal in accordance with these guidelines, which may give higher weight to that component of the overall evaluation.

Equity-Based and Other Incentive Plans

General Recommendation

DWS’s policy is to generally vote case-by-case on certain equity-based compensation plans21 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an "Equity Plan Scorecard" (EPSC) approach with three pillars:

| ■ | Plan Cost: The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company's estimated Shareholder Value Transfer (SVT) in relation to peers and considering both:

SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and

SVT based only on new shares requested plus shares remaining for future grants.

| ■ | Plan Cost:

Quality of disclosure around vesting upon a change in control (CIC);

Discretionary vesting authority;

Liberal share recycling on various award types;

Lack of minimum vesting period for grants made under the plan; and

Dividends payable prior to award vesting.

| ■ | Grant Practices:

The company’s three-year burn rate relative to its industry/market cap peers;

Vesting requirements in CEO's recent equity grants (3-year look-back);

The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years);

The proportion of the CEO's most recent equity grants/awards subject to performance conditions;

Whether the company maintains a sufficient claw-back policy; and

Whether the company maintains sufficient post-exercise/vesting share-holding requirements.

21 Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors; amended plans will be further evaluated case-by-case.

DWS’s policy is to generally vote against the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders' interests, or if any of the following egregious factors ("overriding factors") apply:

| ■ | Awards may vest in connection with a liberal change-of-control definition;

| ■ | The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it – for NYSE and Nasdaq listed companies – or by not prohibiting it when the company has a history of repricing – for non-listed companies);

| ■ | The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances;

| ■ | The plan is excessively dilutive to shareholders' holdings;

| ■ | The plan contains an evergreen (automatic share replenishment) feature; or

| ■ | Any other plan features are determined to have a significant negative impact on shareholder interests.

Further Information on certain EPSC Factors:

Shareholder Value Transfer (SVT)

The cost of the equity plans is expressed as Shareholder Value Transfer (SVT), which is measured using a binomial option pricing model that assesses the amount of shareholders’ equity flowing out of the company to employees and directors. SVT is expressed as both a dollar amount and as a percentage of market value, and includes the new shares proposed, shares available under existing plans, and shares granted but unexercised (using two measures, in the case of plans subject to the Equity Plan Scorecard evaluation, as noted above). All award types are valued. For omnibus plans, unless limitations are placed on the most expensive types of awards (for example, full-value awards), the assumption is made that all awards to be granted will be the most expensive types.

For proposals that are not subject to the Equity Plan Scorecard evaluation, Shareholder Value Transfer is reasonable if it falls below a company-specific benchmark. The benchmark is determined as follows: The top quartile performers in each industry group (using the Global Industry Classification Standard: GICS) are identified. Benchmark SVT levels for each industry are established based on these top performers’ historic SVT. Regression analyses are run on each industry group to identify the variables most strongly correlated to SVT. The benchmark industry SVT level is then adjusted upwards or downwards for the specific company by plugging the company-specific performance measures, size and cash compensation into the industry cap equations to arrive at the company’s benchmark.22

22 For plans evaluated under the Equity Plan Scorecard policy, the company's SVT benchmark is considered along with other factors.

Three-Year Value-Adjusted Burn Rate

A “Value-Adjusted Burn Rate” is used for stock plan valuations. Value-Adjusted Burn Rate benchmarks will be calculated as the greater of: (1) an industry-specific threshold based on three-year burn rates within the company's GICS group segmented by S&P 500, Russell 3000 index (less the S&P 500) and non-Russell 3000 index; and (2) a de minimis threshold established separately for each of the S&P 500, the Russell 3000 index less the S&P 500, and the non-Russell 3000 index. Year-over-year burn-rate benchmark changes will be limited to a predetermined range above or below the prior year's burn-rate benchmark.

The Value-Adjusted Burn rate is calculated as follows:

Value-Adjusted Burn Rate = ((# of options * option’s dollar value using a Black-Scholes model) + (# of full-value awards * stock price)) / (Weighted average common shares * stock price).

Egregious Factors

Liberal Change in Control Definition

DWS’s policy is to generally vote against equity plans if the plan has a liberal definition of change in control and the equity awards could vest upon such liberal definition of change in control, even though an actual change in control may not occur. Examples of such a definition include, but are not limited to, announcement or commencement of a tender offer, provisions for acceleration upon a “potential” takeover, shareholder approval of a merger or other transactions, or similar language.

Repricing Provisions

DWS’s policy is to generally vote against plans that expressly permit the repricing or exchange of underwater stock options/stock appreciate rights (SARs) without prior shareholder approval. "Repricing" typically includes the ability to do any of the following:

| ■ | Amend the terms of outstanding options or SARs to reduce the exercise price of such outstanding options or SARs;

| ■ | Cancel outstanding options or SARs in exchange for options or SARs with an exercise price that is less than the exercise price of the original options or SARs;

| ■ | Cancel underwater options in exchange for stock awards; or

| ■ | Provide cash buyouts of underwater options.

DWS’s policy is to generally vote against or withhold from members of the Compensation Committee who approved repricing (as defined above or otherwise determined by ISS), without prior shareholder approval, even if such repricings are allowed in their equity plan.

DWS’s policy is to generally vote against plans that do not expressly prohibit repricing or cash buyout of underwater options without shareholder approval if the company has a history of repricing/buyouts without shareholder approval, and the applicable listing standards would not preclude them from doing so.

Problematic Pay Practices or Significant Pay-for-Performance Disconnect

If the equity plan on the ballot is a vehicle for problematic pay practices, DWS’s policy is to generally vote against the plan.

DWS’s policy is to generally vote against an equity plan if the plan is determined to be a vehicle for pay-for-performance misalignment. Considerations in voting against the equity plan may include, but are not limited to:

| ■ | Severity of the pay-for-performance misalignment;

| ■ | Whether problematic equity grant practices are driving the misalignment; and/or

| ■ | Whether equity plan awards have been heavily concentrated to the CEO and/or the other NEOs.

Amending Cash and Equity Plans (including Approval for Tax Deductibility (162(m))

General Recommendation: DWS’s policy is to generally vote case-by-case on amendments to cash and equity incentive plans.

DWS’s policy is to generally vote for proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:

| ■ | Addresses administrative features only; or

| ■ | Seeks approval for Section 162(m) purposes only and the plan administering committee consists entirely of independent directors. Note that if the company is presenting the plan to shareholders for the first time for any reason (including after the company’s initial public offering), or if the proposal is bundled with other material plan amendments, then the recommendation will be case-by-case (see below).

DWS’s policy is to generally vote against proposals to amend executive cash, stock, or cash and stock incentive plans if the proposal:

| ■ | Seeks approval for Section 162(m) purposes only, and the plan administering committee does not consist entirely of independent directors.

DWS’s policy is to generally vote case-by-case on all other proposals to amend c ash incentive plans. This includes plans presented to shareholders for the first time after the company's IPO and/or proposals that bundle material amendment(s) other than those for Section 162(m) purposes.

DWS’s policy is to generally vote case-by-case on all other proposals to amend equity incentive plans, considering the following:

| ■ | If the proposal requests additional shares and/or the amendments include a term extension or addition of full value awards as an award type, the recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of the amendments;

| ■ | If the plan is being presented to shareholders for the first time (including after the company's IPO), whether or not additional shares are being requested, the recommendation will be based on the Equity Plan Scorecard evaluation as well as an analysis of the overall impact of any amendments; and

| ■ | If there is no request for additional shares and the amendments do not include a term extension or addition of full value awards as an award type, then the recommendation will be based entirely on an analysis of the overall impact of the amendments, and the EPSC evaluation will be shown only for informational purposes.

In the first two case-by-case evaluation scenarios, the EPSC evaluation/score is the more heavily weighted consideration.

Specific Treatment of Certain Award Types in Equity Plan Evaluations

Dividend Equivalent Rights

Options that have Dividend Equivalent Rights (DERs) associated with them will have a higher calculated award value than those without DERs under the binomial model, based on the value of these dividend streams. The higher value will be applied to new shares, shares available under existing plans, and shares awarded but not exercised per the plan specifications. DERS transfer more shareholder equity to employees and non-employee directors and this cost should be captured.

Operating Partnership (OP) Units in Equity Plan Analysis of Real Estate Investment Trusts (REITs)

For Real Estate Investment Trusts (REITS), include the common shares issuable upon conversion of outstanding Operating Partnership (OP) units in the share count for the purposes of determining: (1) market capitalization in the Shareholder Value Transfer (SVT) analysis and (2) shares outstanding in the burn rate analysis.

Other Compensation Plans

401(k) Employee Benefit Plans

General Recommendation

DWS’s policy is to generally vote for proposals to implement a 401(k) savings plan for employees.

Employee Stock Ownership Plans (ESOPs)

General Recommendation: DWS’s policy is to generally vote for proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than five percent of outstanding shares).

Employee Stock Purchase Plans—Qualified Plans

General Recommendation

DWS’s policy is to generally vote case-by-case on qualified employee stock purchase plans. DWS’s policy is to generally vote for employee stock purchase plans where all of the following apply:

| ■ | Purchase price is at least 85 percent of fair market value;

| ■ | Offering period is 27 months or less; and

| ■ | The number of shares allocated to the plan is 10 percent or less of the outstanding shares.

DWS’s policy is to generally vote against qualified employee stock purchase plans where when the plan features do not meet all of the above criteria.

Employee Stock Purchase Plans—Non-Qualified Plans

General Recommendation

DWS’s policy is to generally vote case-by-case on nonqualified employee stock purchase plans. DWS’s policy is to generally vote for nonqualified employee stock purchase plans with all the following features:

| ■ | Broad-based participation;

| ■ | Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base salary;

| ■ | Company matching contribution up to 25 percent of employee’s contribution, which is effectively a discount of 20 percent from market value; and

| ■ | No discount on the stock price on the date of purchase when there is a company matching contribution.

DWS’s policy is to generally vote against nonqualified employee stock purchase plans when the plan features do not meet all of the above criteria. If the matching contribution or effective discount exceeds the above, DWS may evaluate the SVT cost of the plan as part of the assessment.

Option Exchange Programs/Repricing Options

General Recommendation

DWS’s policy is to generally vote case-by-case on management proposals seeking approval to exchange/reprice options taking into consideration:

| ■ | Historic trading patterns--the stock price should not be so volatile that the options are likely to be back “in-the-money” over the near term;

| ■ | Rationale for the re-pricing--was the stock price decline beyond management's control;

| ■ | Is this a value-for-value exchange;

| ■ | Are surrendered stock options added back to the plan reserve;

| ■ | Timing--repricing should occur at least one year out from any precipitous drop in company's stock price;

| ■ | Option vesting--does the new option vest immediately or is there a black-out period;

| ■ | Term of the option--the term should remain the same as that of the replaced option;

| ■ | Exercise price--should be set at fair market or a premium to market; and

| ■ | Participants--executive officers and directors must be excluded.

If the surrendered options are added back to the equity plans for re-issuance, then also take into consideration the company’s total cost of equity plans and its three-year average burn rate.

In addition to the above considerations, evaluate the intent, rationale, and timing of the repricing proposal. The proposal should clearly articulate why the board is choosing to conduct an exchange program at this point in time. Repricing underwater options after a recent precipitous drop in the company’s stock price demonstrates poor timing and warrants additional scrutiny. Also, consider the terms of the surrendered options, such as the grant date, exercise price and vesting schedule. Grant dates of surrendered options should be far enough back (two to three years) so as not to suggest that repricings are being done to take advantage of short-term downward price movements. Similarly, the exercise price of surrendered options should be above the 52-week high for the stock price.

DWS’s policy is to generally vote for shareholder proposals to put option repricings to a shareholder vote.

Stock Plans in Lieu of Cash

General Recommendation

DWS’s policy is to generally vote case-by-case on plans that provide participants with the option of taking all or a portion of their cash compensation in the form of stock.

DWS’s policy is to generally vote for non-employee director-only equity plans that provide a dollar-for-dollar cash-for-stock exchange.

DWS’s policy is to generally vote case-by-case on plans which do not provide a dollar-for-dollar cash for stock exchange. In cases where the exchange is not dollar-for-dollar, the request for new or additional shares for such equity program will be considered using the binomial option pricing model. In an effort to capture the total cost of total compensation, DWS will not make any adjustments to carve out the in-lieu-of cash compensation.

Transfer Stock Option (TSO) Programs

General Recommendation

One-time Transfers: DWS’s policy is to generally vote against or withhold from compensation committee members if they fail to submit one-time transfers to shareholders for approval.

DWS’s policy is to generally vote case-by-case on one-time transfers. DWS’s policy is to generally vote for such proposals if:

| ■ | Executive officers and non-employee directors are excluded from participating;

| ■ | Stock options are purchased by third-party financial institutions at a discount to their fair value using option pricing models such as Black-Scholes or a Binomial Option Valuation or other appropriate financial models; and

| ■ | There is a two-year minimum holding period for sale proceeds (cash or stock) for all participants.

Additionally, management should provide a clear explanation of why options are being transferred to a third-party institution and whether the events leading up to a decline in stock price were beyond management's control. A review of the company's historic stock price volatility should indicate if the options are likely to be back “in-the-money” over the near term.

Ongoing TSO program: DWS’s policy is to generally vote against equity plan proposals if the details of ongoing TSO programs are not provided to shareholders. Since TSOs will be one of the award types under a stock plan, the ongoing TSO program, structure and mechanics must be disclosed to shareholders. The specific criteria to be considered in evaluating these proposals include, but not limited, to the following:

| ■ | Eligibility;

| ■ | Vesting;

| ■ | Bid-price;

| ■ | Term of options;

| ■ | Cost of the program and impact of the TSOs on company’s total option expense; and

| ■ | Option repricing policy.

Amendments to existing plans that allow for introduction of transferability of stock options should make clear that only options granted post-amendment shall be transferable.

Director Compensation

Shareholder Ratification of Director Pay Programs

General Recommendation

DWS’s policy is to generally vote case-by-case on management proposals seeking ratification of non-employee director compensation, based on the following factors:

| ■ | If the equity plan under which non-employee director grants are made is on the ballot, whether or not it warrants support; and

| ■ | An assessment of the following qualitative factors:

The relative magnitude of director compensation as compared to companies of a similar profile;

The presence of problematic pay practices relating to director compensation;

Director stock ownership guidelines and holding requirements;

Equity award vesting schedules;

The mix of cash and equity-based compensation;

Meaningful limits on director compensation;

The availability of retirement benefits or perquisites; and

The quality of disclosure surrounding director compensation.

Equity Plans for Non-Employee Directors

General Recommendation

DWS’s policy is to generally vote case-by-case on compensation plans for non-employee directors, based on:

| ■ | The total estimated cost of the company’s equity plans relative to industry/market cap peers, measured by the company’s estimated Shareholder Value Transfer (SVT) based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants;

| ■ | The company’s three-year burn rate relative to its industry/market cap peers (in certain circumstances); and

| ■ | The presence of any egregious plan features (such as an option repricing provision or liberal CIC vesting risk).

On occasion, non-employee director stock plans will exceed the plan cost or burn-rate benchmarks when combined with employee or executive stock plans. In such cases, DWS’s policy is to generally vote case-by-case on the plan taking into consideration the following qualitative factors:

| ■ | The relative magnitude of director compensation as compared to companies of a similar profile;

| ■ | The presence of problematic pay practices relating to director compensation;

| ■ | Director stock ownership guidelines and holding requirements;

| ■ | Equity award vesting schedules;

| ■ | The mix of cash and equity-based compensation;

| ■ | Meaningful limits on director compensation;

| ■ | The availability of retirement benefits or perquisites; and

| ■ | The quality of disclosure surrounding director compensation.

Non-Employee Director Retirement Plans

General Recommendation

DWS’s policy is to generally vote against retirement plans for non-employee directors. DWS’s policy is to generally vote for shareholder proposals to eliminate retirement plans for non-employee directors.

Shareholder Proposals on Compensation

Bonus Banking/Bonus Banking “Plus”

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals seeking deferral of a portion of annual bonus pay, with ultimate payout linked to sustained results for the performance metrics on which the bonus was earned (whether for the named executive officers or a wider group of employees), taking into account the following factors:

| ■ | The company’s past practices regarding equity and cash compensation;

| ■ | Whether the company has a holding period or stock ownership requirements in place, such as a meaningful retention ratio (at least 50 percent for full tenure); and

| ■ | Whether the company has a rigorous claw-back policy in place.

Compensation Consultants—Disclosure of Board or Company’s Utilization

General Recommendation

DWS’s policy is to generally vote for shareholder proposals seeking disclosure regarding the company, board, or compensation committee’s use of compensation consultants, such as company name, business relationship(s), and fees paid.

Disclosure/Setting Levels or Types of Compensation for Executives and Directors

General Recommendation

DWS’s policy is to generally vote for shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders' needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company.

DWS’s policy is to generally vote against shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation (such as types of compensation elements or specific metrics) to be used for executive or directors.

DWS’s policy is to generally vote against shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.

DWS’s policy is to generally vote case-by-case on all other shareholder proposals regarding executive and director pay, taking into account relevant factors, including but not limited to: company performance, pay level and design versus peers, history of compensation concerns or pay-for-performance disconnect, and/or the scope and prescriptive nature of the proposal.

Golden Coffins/Executive Death Benefits

General Recommendation:

DWS’s policy is to generally vote for proposals calling for companies to adopt a policy of obtaining shareholder approval for any future agreements and corporate policies that could oblige the company to make payments or awards following the death of a senior executive in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, perquisites and other payments or awards made in lieu of compensation. This would not apply to any benefit programs or equity plan proposals for which the broad-based employee population is eligible.

Hold Equity Past Retirement or for a Significant Period of Time

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals asking companies to adopt policies requiring senior executive officers to retain a portion of net shares acquired through compensation plans. The following factors will be taken into account:

| ■ | The percentage/ratio of net shares required to be retained;

| ■ | The time period required to retain the shares;

| ■ | Whether the company has equity retention, holding period, and/or stock ownership requirements in place and the robustness of such requirements;

| ■ | Whether the company has any other policies aimed at mitigating risk taking by executives;

| ■ | Executives' actual stock ownership and the degree to which it meets or exceeds the proponent’s suggested holding period/retention ratio or the company’s existing requirements; and

| ■ | Problematic pay practices, current and past, which may demonstrate a short-term versus long-term focus.

Pay Disparity

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals calling for an analysis of the pay disparity between corporate executives and other non-executive employees. The following factors will be considered:

| ■ | The company’s current level of disclosure of its executive compensation setting process, including how the company considers pay disparity;

| ■ | If any problematic pay practices or pay-for-performance concerns have been identified at the company; and

| ■ | The level of shareholder support for the company's pay programs.

DWS’s policy is to generally vote against proposals calling for the company to use the pay disparity analysis or pay ratio in a specific way to set or limit executive pay.

Pay for Performance/Performance-Based Awards

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals requesting that a significant amount of future long-term incentive compensation awarded to senior executives shall be performance-based and requesting that the board adopt and disclose challenging performance metrics to shareholders, based on the following analytical steps:

| ■ | First, vote for shareholder proposals advocating the use of performance-based equity awards, such as performance contingent options or restricted stock, indexed options or premium-priced options, unless the proposal is overly restrictive or if the company has demonstrated that it is using a “substantial” portion of performance-based awards for its top executives. Standard stock options and performance-accelerated awards do not meet the criteria to be considered as performance-based awards. Further, premium-priced options should have a meaningful premium to be considered performance-based awards; and

| ■ | Second, assess the rigor of the company’s performance-based equity program. If the bar set for the performance-based program is too low based on the company’s historical or peer group comparison, generally vote for the proposal. Furthermore, if target performance results in an above target payout, vote for the shareholder proposal due to program’s poor design. If the company does not disclose the performance metric of the performance-based equity program, vote for the shareholder proposal regardless of the outcome of the first step to the test.

DWS’s policy is to generally vote for the shareholder proposal if the company does not meet both of the above two steps.

Pay for Superior Performance

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals that request the board establish a pay-for-superior performance standard in the company's executive compensation plan for senior executives. These proposals generally include the following principles:

| ■ | Set compensation targets for the plan’s annual and long-term incentive pay components at or below the peer group median;

| ■ | Deliver a majority of the plan’s target long-term compensation through performance-vested, not simply time-vested, equity awards;

| ■ | Provide the strategic rationale and relative weightings of the financial and non-financial performance metrics or criteria used in the annual and performance-vested long-term incentive components of the plan;

| ■ | Establish performance targets for each plan financial metric relative to the performance of the company’s peer companies; and

| ■ | Limit payment under the annual and performance-vested long-term incentive components of the plan to when the company’s performance on its selected financial performance metrics exceeds peer group median performance.

Consider the following factors in evaluating this proposal:

| ■ | What aspects of the company’s annual and long-term equity incentive programs are performance driven?

| ■ | If the annual and long-term equity incentive programs are performance driven, are the performance criteria and hurdle rates disclosed to shareholders or are they benchmarked against a disclosed peer group?

| ■ | Can shareholders assess the correlation between pay and performance based on the current disclosure?

| ■ | What type of industry and stage of business cycle does the company belong to?

Pre-Arranged Trading Plans (10b5-1 Plans)

General Recommendation

DWS’s policy is to generally vote for shareholder proposals calling for the addition of certain safeguards in prearranged trading plans (10b5-1 plans) for executives. Safeguards may include:

| ■ | Adoption, amendment, or termination of a 10b5-1 Plan must be disclosed in a Form 8-K;

| ■ | Amendment or early termination of a 10b5-1 Plan is allowed only under extraordinary circumstances, as determined by the board;

| ■ | Request that a certain number of days that must elapse between adoption or amendment of a 10b5-1 Plan and initial trading under the plan;

| ■ | Reports on Form 4 must identify transactions made pursuant to a 10b5-1 Plan;

| ■ | An executive may not trade in company stock outside the 10b5-1 Plan; or

| ■ | Trades under a 10b5-1 Plan must be handled by a broker who does not handle other securities transactions for the executive.

Prohibit Outside CEOs from Serving on Compensation Committees

General Recommendation: DWS’s policy is to generally vote against proposals seeking a policy to prohibit any outside CEO from serving on a company’s compensation committee, unless the company has demonstrated problematic pay practices that raise concerns about the performance and composition of the committee.

Recoupment of Incentive or Stock Compensation in Specified Circumstances

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to recoup incentive cash or stock compensation made to senior executives if it is later determined that the figures upon which incentive compensation is earned turn out to have been in error, or if the senior executive has breached company policy or has engaged in misconduct that may be significantly detrimental to the company's financial position or reputation, or if the senior executive failed to manage or monitor risks that subsequently led to significant financial or reputational harm to the company. Many companies have adopted policies that permit recoupment in cases where an executive's fraud, misconduct, or negligence significantly contributed to a restatement of financial results that led to the awarding of unearned incentive compensation. However, such policies may be narrow given that not all misconduct or negligence may result in significant financial restatements. Misconduct, negligence or lack of sufficient oversight by senior executives may lead to significant financial loss or reputational damage that may have long-lasting impact.

In considering whether to support such shareholder proposals, DWS will take into consideration the following factors:

| ■ | If the company has adopted a formal recoupment policy;

| ■ | The rigor of the recoupment policy focusing on how and under what circumstances the company may recoup incentive or stock compensation;

| ■ | Whether the company has chronic restatement history or material financial problems;

| ■ | Whether the company’s policy substantially addresses the concerns raised by the proponent;

| ■ | Disclosure of recoupment of incentive or stock compensation from senior executives or lack thereof; or

| ■ | Any other relevant factors.

Severance and Golden Parachute Agreements

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals requiring that executive severance (including change-in-control related) arrangements or payments be submitted for shareholder ratification.

Factors that will be considered include, but not limited to:

| ■ | The company’s severance or change-in-control agreements in place, and the presence of problematic features (such as excessive severance entitlements, single triggers, excise tax gross-ups, etc.);

| ■ | Any existing limits on cash severance payouts or policies which require shareholder ratification of severance payments exceeding a certain level;

| ■ | Any recent severance-related controversies; and

| ■ | Whether the proposal is overly prescriptive, such as requiring shareholder approval of severance that does not exceed market norms.

Share Buyback Impact on Incentive Program Metrics

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals requesting the company exclude the impact of share buybacks from the calculation of incentive program metrics, considering the following factors:

| ■ | The frequency and timing of the company's share buybacks;

| ■ | The use of per-share metrics in incentive plans;

| ■ | The effect of recent buybacks on incentive metric results and payouts; and

| ■ | Whether there is any indication of metric result manipulation.

Supplemental Executive Retirement Plans (SERPs)

General Recommendation

DWS’s policy is to generally vote for shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.

DWS’s policy is to generally vote for shareholder proposals requesting to limit the executive benefits provided under the company’s supplemental executive retirement plan (SERP) by limiting covered compensation to a senior executive’s annual salary or those pay elements covered for the general employee population.

Tax Gross-Up Proposals

General Recommendation

DWS’s policy is to generally vote for proposals calling for companies to adopt a policy of not providing tax gross-up payments to executives, except in situations where gross-ups are provided pursuant to a plan, policy, or arrangement applicable to management employees of the company, such as a relocation or expatriate tax equalization policy.

Termination of Employment Prior to Severance Payment/Eliminating Accelerated Vesting of Unvested Equity

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals seeking a policy requiring termination of employment prior to severance payment and/or eliminating accelerated vesting of unvested equity.

The following factors will be considered:

| ■ | The company's current treatment of equity upon employment termination and/or in change-in-control situations (i.e., vesting is double triggered and/or pro rata, does it allow for the assumption of equity by acquiring company, the treatment of performance shares, etc.); and

| ■ | Current employment agreements, including potential poor pay practices such as gross-ups embedded in those agreements.

DWS’s policy is to generally vote for proposals seeking a policy that prohibits automatic acceleration of the vesting of equity awards to senior executives upon a voluntary termination of employment or in the event of a change in control (except for pro rata vesting considering the time elapsed and attainment of any related performance goals between the award date and the change in control).

ROUTINE / MISCELLANEOUS

Adjourn Meeting

General Recommendation

DWS’s policy is to generally vote against proposals to provide management with the authority to adjourn an annual or special meeting absent compelling reasons to support the proposal.

DWS’s policy is to generally vote for proposals that relate specifically to soliciting votes for a merger or transaction if supporting that merger or transaction. DWS’s policy is to generally vote against proposals if the wording is too vague or if the proposal includes "other business."

Amend Quorum Requirements

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding, taking into consideration:

| ■ | The new quorum threshold requested;

| ■ | The rationale presented for the reduction;

| ■ | The market capitalization of the company (size, inclusion in indices);

| ■ | The company’s ownership structure;

| ■ | Previous voter turnout or attempts to achieve quorum;

| ■ | Any provisions or commitments to restore quorum to a majority of shares outstanding, should voter turnout improve sufficiently; and

| ■ | Other factors as appropriate.

In general, a quorum threshold kept as close to a majority of shares outstanding as is achievable is preferred.

DWS’s policy is to generally vote case-by-case on directors who unilaterally lower the quorum requirements below a majority of the shares outstanding, taking into consideration the factors listed above.

Amend Minor Bylaws

General Recommendation

DWS’s policy is to generally vote for bylaw or charter changes that are of a housekeeping nature (updates or corrections).

Change Company Name

General Recommendation: DWS’s policy is to generally vote for proposals to change the corporate name unless there is compelling evidence that the change would adversely impact shareholder value.

Change Date, Time, or Location of Annual Meeting

General Recommendation

DWS’s policy is to generally vote for management proposals to change the date, time, or location of the annual meeting unless the proposed change is unreasonable.

DWS’s policy is to generally vote against shareholder proposals to change the date, time, or location of the annual meeting unless the current scheduling or location is unreasonable.

Other Business

General Recommendation

DWS’s policy is to generally vote against proposals to approve other business when it appears as a voting item.

SOCIAL AND ENVIRONMENTAL ISSUES

General Recommendation

DWS’s policy will consider the Coalition for Environmentally Responsible Economies (“CERES”) guidance on certain environmental and social matters contained in the CERES Roadmap 2030 as well as the recommendations of the ISS Sustainability Proxy Voting Guidelines “Sustainability” Policy on social and sustainability issues. DWS will rely on ISS to identify shareholder proposals addressing CERES Roadmap 2030 to examine theses proxy items and to provide DWS with a voting recommendation based on ISS’s application of the Guidelines including any factors set forth in the Guidelines. DWS will generally vote such proxies in accordance with ISS’s recommendations for topics covered under CERES Roadmap 2030.

General Approach

DWS’s policy is to generally vote for social and environmental shareholder proposals that are in the best economic interest of clients. DWS’s general policy is to vote for disclosure reports that seek additional information particularly when it appears companies have not adequately addressed shareholders' social, workforce, and environmental concerns. In determining vote recommendations on shareholder social, workforce, and environmental proposals, DWS will analyze the following factors:

| ■ | Whether the proposal itself is well framed and reasonable;

| ■ | Whether adoption of the proposal would have either a positive or negative impact on the company’s short-term or long-term share value

| ■ | Whether the company’s analysis and voting recommendation to shareholders is persuasive

| ■ | The degree to which the company’s stated position on the issues could affect its reputation or sales, or leave it vulnerable to boycott or selective purchasing

| ■ | Whether the subject of the proposal is best left to the discretion of the board

| ■ | Whether the issues presented in the proposal are best dealt with through legislation, government regulation, or company-specific action

| ■ | The company’s approach compared with its peers or any industry standard practices for addressing the issue(s) raised by the proposal

| ■ | Whether the company has already responded in an appropriate or sufficient manner to the issue(s) raised by the proposal

| ■ | Whether there are significant controversies, fines, penalties or litigation associated with the company’s practices related to the issue(s) raised in the proposal

| ■ | If the proposal requests increased disclosure or greater transparency, whether sufficient information is publicly available to shareholders and whether it would be unduly burdensome for the company to compile and avail the requested information to shareholders in a more comprehensive or amalgamated fashion

| ■ | Whether implementation of the proposal would achieve the objectives sought in the proposal

Endorsement of Principles

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals seeking a company's endorsement of principles that support a particular public policy position. Endorsing a set of principles may require a company to take a stand on an issue that is beyond its own control and may limit its flexibility with respect to future developments. Management and the board should be afforded the flexibility to make decisions on specific public policy positions based on their own assessment of the most beneficial strategies for the company.

Animal Welfare

Animal Welfare Policies

General Recommendation

DWS’s policy is to generally vote for proposals seeking a report on a company’s animal welfare standards, or animal welfare-related risks, considering whether:

| ■ | The company has already published a set of animal welfare standards and monitors compliance;

| ■ | The company’s standards are comparable to industry peers; and

| ■ | There are no recent significant fines, litigation, or controversies related to the company’s and/or its suppliers' treatment of animals.

Animal Testing

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to phase out the use of animals in product testing, considering whether:

| ■ | The company is conducting animal testing programs that are unnecessary or not required by regulation;

| ■ | The company is conducting animal testing when suitable alternatives are commonly accepted and used by industry peers; or

| ■ | There are recent, significant fines or litigation related to the company’s treatment of animals.

Animal Slaughter

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals requesting the implementation of Controlled Atmosphere Killing (CAK) methods at company and/or supplier operations unless such methods are required by legislation or generally accepted as the industry standard.

DWS’s policy is to generally vote case-by-case on proposals requesting a report on the feasibility of implementing CAK methods at company and/or supplier operations considering the availability of existing research conducted by the company or industry groups on this topic and any fines or litigation related to current animal processing procedures at the company.

Consumer Issues

Genetically Modified Ingredients

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals requesting that a company voluntarily label genetically engineered (GE) ingredients in its products.

DWS’s policy is to generally vote for proposals asking for a report on the feasibility of labeling products containing GE ingredients, taking into account:

| ■ | The potential impact of such labelling on the company's business;

| ■ | The quality of the company’s disclosure on GE product labelling, related voluntary initiatives, and how this disclosure compares with industry peer disclosure; and

| ■ | Company’s current disclosure on the feasibility of GE product labelling.

DWS’s policy is to generally vote case-by-case on proposals seeking a report on the social, health, and environmental effects of genetically modified organisms (GMOs).

DWS’s policy is to generally vote against proposals to phase out GE ingredients from the company's products, or proposals asking for reports outlining the steps necessary to eliminate GE ingredients from the company’s products.

Reports on Potentially Controversial Business/Financial Practices

General Recommendation

DWS’s policy is to generally vote for requests for reports on a company’s potentially controversial business or financial practices or products, taking into account:

| ■ | Whether the company has adequately disclosed mechanisms in place to prevent abuses;

| ■ | Whether the company has adequately disclosed the financial risks of the products/practices in question;

| ■ | Whether the company has been subject to violations of related laws or serious controversies; and

| ■ | Peer companies’ policies/practices in this area.

Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation

General Recommendation

DWS’s policy is to generally vote against proposals requesting that companies implement specific price restraints on pharmaceutical products taking into account whether the company fails to adhere to legislative guidelines or industry norms in its product pricing practices.

DWS’s policy is to generally vote for proposals requesting that a company report on its product pricing or access to medicine policies, considering:

| ■ | The potential for reputational, market, and regulatory risk exposure;

| ■ | Existing disclosure of relevant policies;

| ■ | Deviation from established industry norms;

| ■ | Relevant company initiatives to provide research and/or products to disadvantaged consumers;

| ■ | Whether the proposal focuses on specific products or geographic regions;

| ■ | The potential burden and scope of the requested report; and

| ■ | Recent significant controversies, litigation, or fines at the company.

DWS’s policy is to generally vote for proposals requesting that a company report on the financial and legal impact of its prescription drug reimportation policies unless such information is already publicly disclosed.

DWS’s policy is to generally vote case-by-case on proposals requesting that companies adopt specific policies to encourage or constrain prescription drug reimportation.

Product Safety and Toxic/Hazardous Materials

General Recommendation

DWS’s policy is to generally vote for proposals requesting that a company report on its policies, initiatives/procedures, and oversight mechanisms related to toxic/hazardous materials or product safety in its supply chain, considering whether:

| ■ | The company already discloses similar information through existing reports such as a supplier code of conduct and/or a sustainability report;

| ■ | The company has formally committed to the implementation of a toxic/hazardous materials and/or product safety and supply chain reporting and monitoring program based on industry norms or similar standards within a specified time frame; or

| ■ | The company has not been recently involved in relevant significant controversies, fines, or litigation.

DWS’s policy is to generally vote for resolutions requesting that companies develop a feasibility assessment to phase-out of certain toxic/hazardous materials, or evaluate and disclose the potential financial and legal risks associated with utilizing certain materials, considering:

| ■ | The company’s current level of disclosure regarding its product safety policies, initiatives, and oversight mechanisms;

| ■ | Current regulations in the markets in which the company operates; and

| ■ | Recent significant controversies, litigation, or fines stemming from toxic/hazardous materials at the company.

DWS’s policy is to generally vote against resolutions requiring that a company reformulate its products.

Tobacco-Related Proposals

General Recommendation

DWS’s policy is to generally vote case-by-case on resolutions regarding the advertisement of tobacco products, considering:

| ■ | Recent related fines, controversies, or significant litigation;

| ■ | Whether the company complies with relevant laws and regulations on the marketing of tobacco;

| ■ | Whether the company’s advertising restrictions deviate from those of industry peers;

| ■ | Whether the company entered into the Master Settlement Agreement, which restricts marketing of tobacco to youth; and

| ■ | Whether restrictions on marketing to youth extend to foreign countries.

DWS’s policy is to generally vote case-by-case on proposals regarding second-hand smoke, considering;

| ■ | Whether the company complies with all laws and regulations;

| ■ | The degree that voluntary restrictions beyond those mandated by law might hurt the company’s competitiveness; and

| ■ | The risk of any health-related liabilities.

DWS’s policy is to generally vote against resolutions to cease production of tobacco-related products, to avoid selling products to tobacco companies, to spin-off tobacco-related businesses, or prohibit investment in tobacco equities. Such business decisions are better left to company management or portfolio managers.

DWS’s policy is to generally vote against proposals regarding tobacco product warnings. Such decisions are better left to public health authorities.

Climate Change

Say on Climate (SoC) Management Proposals

General Recommendation

DWS’s policy is to generally vote case-by-case on management proposals that request shareholders to approve the company’s transition action plan23, taking into account the completeness and rigor of the plan.

23 Variations of this request also include climate transition related ambitions, or commitment to reporting on the implementation of a climate plan.

Information that will be considered where available includes the following:

| ■ | The extent to which the company’s climate related disclosures are in line with TCFD recommendations and meet other market standards;

| ■ | Disclosure of its operational and supply chain Green House Gas (GHG) emissions (Scopes 1, 2, and 3);

| ■ | The completeness and rigor of company’s short-, medium-, and long-term targets for reducing operational and supply chain GHG emissions (Scopes 1, 2 and 3 if relevant);

| ■ | Whether the company has sought and received third-party approval that its targets are science-based;

| ■ | Whether the company has made a commitment to be “net zero” for operational and supply chain emissions (Scopes 1, 2, and 3) by 2050;

| ■ | Whether the company discloses a commitment to report on the implementation of its plan in subsequent years;

| ■ | Whether the company’s climate data has received third-party assurance;

| ■ | Disclosure of how the company’s lobbying activities and its capital expenditures align with company strategy;

| ■ | Whether there are specific industry decarbonization challenges; and

| ■ | The company’s related commitment, disclosure, and performance compared to its industry peers.

Say on Climate (SoC) Shareholder Proposals

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals that request the company to disclose a report on providing its GHG emissions levels and reduction targets and/or its upcoming/approved climate transition action plan and provide shareholders the opportunity to express approval or disapproval of its GHG emissions reduction plan, taking into account information such as the following:

| ■ | The completeness and rigor of the company’s climate-related disclosure;

| ■ | The company’s actual GHG emissions performance;

| ■ | Whether the company has been the subject of recent, significant violations, fines litigation, or controversy related to its GHG emissions; and

| ■ | Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive.

Climate Change/Greenhouse Gas (GHG) Emissions

General Recommendation

DWS’s policy is to generally vote for resolutions requesting that a company disclose information on the financial, physical, or regulatory risks it faces related to climate change on its operations and investments or on how the company identifies, measures, and manages such risks, considering:

| ■ | Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities;

| ■ | The company's level of disclosure compared to industry peers; and

| ■ | Whether there are significant controversies, fines, penalties, or litigation associated with the company's climate change-related performance.

DWS’s policy is to generally vote for proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, considering whether:

| ■ | The company already discloses current, publicly available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities;

| ■ | The company's level of disclosure is comparable to that of industry peers; or

| ■ | There are no significant, controversies, fines, penalties, or litigation associated with the company's GHG emissions.

DWS’s policy is to generally vote for proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:

| ■ | Whether the company provides disclosure of year-over-year GHG emissions performance data;

| ■ | Whether company disclosure lags behind industry peers;

| ■ | The company's actual GHG emissions performance;

| ■ | The company's current GHG emission policies, oversight mechanisms, and related initiatives; and

| ■ | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions.

Energy Efficiency

General Recommendation

DWS’s policy is to generally vote for proposals requesting that a company report on its energy efficiency policies, considering whether:

| ■ | The company complies with applicable energy efficiency regulations and laws, and discloses its participation in energy efficiency policies and programs, including disclosure of benchmark data, targets, and performance measures; or

| ■ | The proponent requests adoption of specific energy efficiency goals within specific timelines.

Renewable Energy

General Recommendation

DWS’s policy is to generally vote for requests for reports on the feasibility of developing renewable energy resources unless the report would be duplicative of existing disclosure or irrelevant to the company’s line of business.

DWS’s policy is to generally vote case-by-case on proposals seeking increased investment in renewable energy resources taking into consideration whether the terms of the resolution are overly restrictive.

DWS’s policy is to generally vote for proposals that call for the adoption of renewable energy goals, taking into account:

| ■ | The scope and structure of the proposal;

| ■ | The company's current level of disclosure on renewable energy use and GHG emissions; and

| ■ | The company's disclosure of policies, practices, and oversight implemented to manage GHG emissions and mitigate climate change risks.

Diversity

Board Diversity

General Recommendation

DWS’s policy is to generally vote for requests for reports on a company's efforts to diversify the board, considering whether:

| ■ | The gender and racial minority representation of the company’s board is reasonably inclusive in relation to companies of similar size and business; or

| ■ | The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company.

DWS’s policy is to generally vote for proposals asking a company to increase the gender and racial minority representation on its board, taking into account:

| ■ | The degree of existing gender and racial minority diversity on the company’s board and among its executive officers;

| ■ | The level of gender and racial minority representation that exists at the company’s industry peers;

| ■ | The company’s established process for addressing gender and racial minority board representation;

| ■ | Whether the proposal includes an overly prescriptive request to amend nominating committee charter language;

| ■ | The independence of the company’s nominating committee;

| ■ | Whether the company uses an outside search firm to identify potential director nominees; and

| ■ | Whether the company has had recent controversies, fines, or litigation regarding equal employment practices.

Equality of Opportunity

General Recommendation

DWS’s policy is to generally vote for proposals requesting a company disclose its diversity policies or initiatives, or proposals requesting disclosure of a company’s comprehensive workforce diversity data, including requests for EEO-1 data, considering whether:

| ■ | The company publicly discloses equal opportunity policies and initiatives in a comprehensive manner;

| ■ | The company already publicly discloses comprehensive workforce diversity data; or

| ■ | The company has no recent significant EEO-related violations or litigation.

DWS’s policy is to generally vote for shareholder proposals requesting nondiscrimination in salary, wages and all benefits.

DWS’s policy is to generally vote for shareholder proposals calling for action on equal employment opportunity and antidiscrimination.

DWS’s policy is to generally vote case-by-case on proposals seeking information on the diversity efforts of suppliers and service providers.

Gender Identity, Sexual Orientation and Domestic Partner Benefits

General Recommendation

DWS’s policy is to generally vote for proposals seeking to amend a company’s EEO statement or diversity policies to prohibit discrimination based on sexual orientation and/or gender identity, unless the change would be unduly burdensome.

Generally, vote for proposals to extend company benefits to domestic partners.

DWS’s policy is to generally vote for shareholder proposals seeking reports on a company’s initiatives to create a workplace free of discrimination on the basis of sexual orientation or gender identity.

DWS’s policy is to generally vote against shareholder proposals that seek to eliminate protection already afforded to gay and lesbian employees.

Gender, Race / Ethnicity Pay Gap

General Recommendation

DWS’s policy is to generally vote case-by-case on requests for reports on a company's pay data by gender or race /ethnicity, or a report on a company’s policies and goals to reduce any gender, or race /ethnicity pay gaps, taking into account:

| ■ | The company's current policies and disclosure related to both its diversity and inclusion policies and practices and its compensation philosophy on fair and equitable compensation practices;

| ■ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to gender, race, or ethnicity pay gap issues;

| ■ | The company’s disclosure regarding gender, race, or ethnicity pay gap policies or initiatives is compared to its industry peers; and

| ■ | Local laws regarding categorization of race and/or ethnicity and definitions of ethnic and/or racial minorities.

Racial Equity and/or Civil Rights Audit Guidelines

General Recommendation

DWS’s policy is to generally vote for proposals asking a company to conduct an independent racial equity and/or civil rights audit, taking into account:

| ■ | The company's established process or framework for addressing racial inequity and discrimination internally;

| ■ | Whether the company adequately discloses workforce diversity and inclusion metrics and goals;

| ■ | Whether the company has issued a public statement related to its racial justice efforts in recent years; or has committed to internal policy review;

| ■ | Whether the company has engaged with impacted communities, stakeholders, and civil rights experts;

| ■ | The company’s track record in recent years of racial justice measures and outreach externally;

| ■ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to racial inequity or discrimination.

Environment and Sustainability

Facility and Workplace Safety

General Recommendation

DWS’s policy is to generally vote for requests for workplace safety reports, including reports on accident risk reduction efforts, taking into account:

| ■ | The company’s current level of disclosure of its workplace health and safety performance data, health and safety management policies, initiatives, and oversight mechanisms;

| ■ | The nature of the company’s business, specifically regarding company and employee exposure to health and safety risks;

| ■ | Recent significant controversies, fines, or violations related to workplace health and safety; and

| ■ | The company's workplace health and safety performance relative to industry peers.

DWS’s policy is to generally vote case-by-case on resolutions requesting that a company report on or implement safety/security risk procedures associated with their operations and/or facilities, considering:

| ■ | The company’s compliance with applicable regulations and guidelines;

| ■ | The company’s current level of disclosure regarding its security and safety policies, procedures, and compliance monitoring; and

| ■ | The existence of recent, significant violations, fines, or controversy regarding the safety and security of the company’s operations and/or facilities.

General Environmental Proposals and Community Impact Assessments

General Recommendation

DWS’s policy is to generally vote for requests for reports on policies and/or the potential (community) social and/or environmental impact of company operations, considering:

| ■ | Current disclosure of applicable policies and risk assessment report(s) and risk management procedures;

| ■ | The impact of regulatory non-compliance, litigation, remediation, or reputational loss that may be associated with failure to manage the company’s operations in question, including the management of relevant community and stakeholder relations;

| ■ | The nature, purpose, and scope of the company’s operations in the specific region(s);

| ■ | The degree to which company policies and procedures are consistent with industry norms; and

| ■ | The scope of the resolution.

Hydraulic Fracturing

General Recommendation

DWS’s policy is to generally vote for proposals requesting greater disclosure of a company's (natural gas) hydraulic fracturing operations, including measures the company has taken to manage and mitigate the potential community and environmental impacts of those operations, considering:

| ■ | The company's current level of disclosure of relevant policies and oversight mechanisms;

| ■ | The company's current level of such disclosure relative to its industry peers;

| ■ | Potential relevant local, state, or national regulatory developments; and

| ■ | Controversies, fines, or litigation related to the company's hydraulic fracturing operations.

Operations in Protected Areas

General Recommendation

DWS’s policy is to generally vote for requests for reports on potential environmental damage as a result of company operations in protected regions, considering whether:

| ■ | Operations in the specified regions are not permitted by current laws or regulations;

| ■ | The company does not currently have operations or plans to develop operations in these protected regions; or

| ■ | The company’s disclosure of its operations and environmental policies in these regions is comparable to industry peers.

DWS’s policy is to generally vote for shareholder proposals asking companies to prepare reports or adopt policies on operations that include mining, drilling or logging in environmentally sensitive areas.

DWS’s policy is to generally vote for shareholder proposals seeking to curb or reduce the sale of products manufactured from materials extracted from environmentally sensitive areas such as old growth forests.

Recycling

General Recommendation

DWS’s policy is to generally vote for proposals to report on an existing recycling program or adopt a new recycling program, taking into account:

| ■ | The nature of the company’s business;

| ■ | The current level of disclosure of the company's existing related programs;

| ■ | The timetable and methods of program implementation prescribed by the proposal;

| ■ | The company’s ability to address the issues raised in the proposal; and

| ■ | How the company's recycling programs compare to similar programs of its industry peers.

Sustainability Reporting

General Recommendation

DWS’s policy is to generally vote for proposals requesting that a company report on its policies, initiatives, and oversight mechanisms related to social, economic, and environmental sustainability, considering whether:

| ■ | The company already discloses similar information through existing reports or policies such as an environment, health, and safety (EHS) report; a comprehensive code of corporate conduct; and/or a diversity report; or

| ■ | The company has formally committed to the implementation of a reporting program based on Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame.

Water Issues

General Recommendation

DWS’s policy is to generally vote for proposals requesting a company report on, or adopt a new policy on, water-related risks and concerns, taking into account:

| ■ | The company's current disclosure of relevant policies, initiatives, oversight mechanisms, and water usage metrics;

| ■ | Whether or not the company's existing water-related policies and practices are consistent with relevant internationally recognized standards and national/local regulations;

| ■ | The potential financial impact or risk to the company associated with water-related concerns or issues; and

| ■ | Recent, significant company controversies, fines, or litigation regarding water use by the company and its suppliers.

General Corporate Issues

Charitable Contributions

General Recommendation

DWS’s policy is to generally vote against proposals restricting a company from making charitable contributions.

Charitable contributions are generally useful for assisting worthwhile causes and for creating goodwill in the community. In the absence of bad faith, self-dealing, or gross negligence, management should determine which, and if, contributions are in the best interests of the company.

Data Security, Privacy, and Internet Issues

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals requesting the disclosure or implementation of data security, privacy, or information access and management policies and procedures, considering:

| ■ | The level of disclosure of company policies and procedures relating to data security, privacy, freedom of speech, information access and management, and Internet censorship;

| ■ | Engagement in dialogue with governments or relevant groups with respect to data security, privacy, or the free flow of information on the Internet;

| ■ | The scope of business involvement and of investment in countries whose governments censor or monitor the Internet and other telecommunications;

| ■ | Applicable market-specific laws or regulations that may be imposed on the company; and

| ■ | Controversies, fines, or litigation related to data security, privacy, freedom of speech, or Internet censorship.

Environmental, Social, and Governance (ESG) Compensation-Related Proposals

General Recommendation

DWS’s policy is to generally vote for proposals seeking a report or additional disclosure on the company’s approach, policies, and practices on incorporating environmental and social criteria into its executive compensation strategy, considering:

| ■ | The scope and prescriptive nature of the proposal;

| ■ | The company’s current level of disclosure regarding its environmental and social performance and governance;

| ■ | The degree to which the board or compensation committee already discloses information on whether it has considered related environmental or social criteria; and

| ■ | Whether the company has significant controversies or regulatory violations regarding social and/or environmental issues.

Human Rights, Human Capital Management, and International Operations

Human Rights Proposals

General Recommendation

DWS’s policy is to generally vote for proposals requesting a report on company or company supplier labor and/or human rights standards and policies unless such information is already publicly disclosed.

DWS’s policy is to generally vote for proposals to implement company or company supplier labor and/or human rights standards and policies, considering:

| ■ | The degree to which existing relevant policies and practices are disclosed;

| ■ | Whether or not existing relevant policies are consistent with internationally recognized standards;

| ■ | Whether company facilities and those of its suppliers are monitored and how;

| ■ | Company participation in fair labor organizations or other internationally recognized human rights initiatives;

| ■ | Scope and nature of business conducted in markets known to have higher risk of workplace labor/human rights abuse;

| ■ | Recent, significant company controversies, fines, or litigation regarding human rights at the company or its suppliers;

| ■ | The scope of the request; and

| ■ | Deviation from industry sector peer company standards and practices.

DWS’s policy is to generally vote for proposals requesting that a company conduct an assessment of the human rights risks in its operations or in its supply chain, or report on its human rights risk assessment process, considering:

| ■ | The degree to which existing relevant policies and practices are disclosed, including information on the implementation of these policies and any related oversight mechanisms;

| ■ | The company’s industry and whether the company or its suppliers operate in countries or areas where there is a history of human rights concerns;

| ■ | Recent significant controversies, fines, or litigation regarding human rights involving the company or its suppliers, and whether the company has taken remedial steps; and

| ■ | Whether the proposal is unduly burdensome or overly prescriptive.

Mandatory Arbitration

General Recommendation

DWS’s policy is to generally vote case-by-case on requests for a report on a company’s use of mandatory arbitration on employment-related claims, taking into account:

| ■ | The company's current policies and practices related to the use of mandatory arbitration agreements on workplace claims;

| ■ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to the use of mandatory arbitration agreements on workplace claims; and

| ■ | The company's disclosure of its policies and practices related to the use of mandatory arbitration agreements compared to its peers.

Operations in High Risk Markets

General Recommendation

DWS’s policy is to generally vote case-by-case on requests for a report on a company’s potential financial and reputational risks associated with operations in “high-risk” markets, such as a terrorism-sponsoring state or politically/socially unstable region, taking into account:

| ■ | The nature, purpose, and scope of the operations and business involved that could be affected by social or political disruption;

| ■ | Current disclosure of applicable risk assessment(s) and risk management procedures;

| ■ | Compliance with U.S. sanctions and laws;

| ■ | Consideration of other international policies, standards, and laws; and

| ■ | Whether the company has been recently involved in recent, significant controversies, fines, or litigation related to its operations in "high-risk" markets.

Outsourcing/Offshoring

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals calling for companies to report on the risks associated with outsourcing/plant closures, considering:

| ■ | Controversies surrounding operations in the relevant market(s);

| ■ | The value of the requested report to shareholders;

| ■ | The company’s current level of disclosure of relevant information on outsourcing and plant closure procedures; and

| ■ | The company’s existing human rights standards relative to industry peers.

Sexual Harassment

General Recommendation

DWS’s policy is to generally vote case-by-case on requests for a report on company actions taken to strengthen policies and oversight to prevent workplace sexual harassment, or a report on risks posed by a company’s failure to prevent workplace sexual harassment, taking into account:

| ■ | The company’s current policies, practices, oversight mechanisms related to preventing workplace sexual harassment;

| ■ | Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to workplace sexual harassment issues; and

| ■ | The company’s disclosure regarding workplace sexual harassment policies or initiatives compared to its industry peers.

Weapons and Military Sales

General Recommendation

DWS’s policy is to generally vote against reports on foreign military sales or offsets, taking into account when such disclosures may involve sensitive and confidential information. Moreover, companies must comply with government controls and reporting on foreign military sales.

DWS’s policy is to generally vote case-by-case on shareholder proposals seeking a report on the renouncement of future landmine production.

DWS’s policy is to generally vote against shareholder proposals requesting a report on the involvement, policies, and procedures related to depleted uranium and nuclear weapons.

DWS’s policy is to generally vote case-by-case on proposals that call for outright restrictions on foreign military sales.

DWS’s policy is to generally vote for shareholder proposals asking companies to review and amend, if necessary, the company’s code of conduct and statements of ethical criteria for military production related contract bids, awards and execution.

Political Activities

Lobbying

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals requesting information on a company’s lobbying (including direct, indirect, and grassroots lobbying) activities, policies, or procedures, considering:

| ■ | The company’s current disclosure of relevant lobbying policies, and management and board oversight;

| ■ | The company’s disclosure regarding trade associations or other groups that it supports, or is a member of, that engage in lobbying activities; and

| ■ | Recent significant controversies, fines, or litigation regarding the company’s lobbying-related activities.

Political Contributions

General Recommendation

DWS’s policy is to generally vote for proposals requesting greater disclosure of a company's political contributions and trade association spending policies and activities, considering:

| ■ | The company's policies, and management and board oversight related to its direct political contributions and payments to trade associations or other groups that may be used for political purposes;

| ■ | The company's disclosure regarding its support of, and participation in, trade associations or other groups that may make political contributions; and

| ■ | Recent significant controversies, fines, or litigation related to the company's political contributions or political activities.

DWS’s policy is to generally vote against proposals barring a company from making political contributions. Businesses are affected by legislation at the federal, state, and local level; barring political contributions can put the company at a competitive disadvantage.

DWS’s policy is to generally vote against proposals to publish in newspapers and other media a company's political contributions. Such publications could present significant cost to the company without providing commensurate value to shareholders.

Political Expenditures and Lobbying Congruency

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals requesting greater disclosure of a company’s alignment of political contributions, lobbying and electioneering spending with a company’s publicly stated values and policies, unless the terms of the proposal are unduly restrictive. Additionally, DWS will consider whether:

| ■ | The company's policies, management, board oversight, governance processes and level of disclosure related to direct political contributions, lobbying activities, and payments to trade associations, political action committees, or other groups that may be used for political purposes;

| ■ | The company’s disclosure regarding: the reasons for its support of candidates for public offices; the reasons for support of and participation in trade associations or other groups that may make political contributions; and other political activities;

| ■ | Any incongruencies identified between a company’s direct and indirect political expenditures and its publicly stated values and priorities; and

| ■ | Recent significant controversies related to the company’s direct and indirect lobbying, political contributions or political activities.

DWS’s policy is to generally vote case-by-case on proposals requesting comparison of a company’s political spending to objectives that can mitigate material risk for the company, such as limiting global warming.

Political Ties

General Recommendation

DWS’s policy is to generally vote against proposals asking a company to affirm political nonpartisanship in the workplace, considering whether:

| ■ | There are no recent, significant controversies, fines, or litigation regarding the company’s political contributions or trade association spending; and

| ■ | The company has procedures in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and prohibit coercion.

DWS’s policy is to generally vote against shareholder proposals calling for the disclosure of prior government service of the company’s key executives and whether such service had a bearing on the business of the company.

REGISTERED INVESTMENT COMPANY PROXIES

Election of Directors

General Recommendation

DWS’s policy is to generally vote case-by-case on the election of directors and trustees.

Closed End Fund - Unilateral Opt-In to Control Share Acquisition Statutes

General Recommendation

For closed-end management investment companies (CEFs), DWS’s policy is to generally vote on a case-by-case basis for nominating/governance committee members (or other directors on a case-by-case basis) at CEFs that have not provided a compelling rationale for opting-in to a Control Share Acquisition Statute, nor submitted a by-law amendment to a shareholder vote.

Converting Closed-end Fund to Open-end Fund

General Recommendation

DWS’s policy is to generally vote case-by-case on conversion proposals, considering the following factors:

| ■ | Past performance as a closed-end fund;

| ■ | Market in which the fund invests;

| ■ | Measures taken by the board to address the discount; and

| ■ | Past shareholder activism, board activity, and votes on related proposals.

Proxy Contests

General Recommendation

DWS’s policy is to generally vote case-by-case on proxy contests, considering the following factors:

| ■ | Past performance relative to its peers;

| ■ | Market in which the fund invests;

| ■ | Measures taken by the board to address the issues;

| ■ | Past shareholder activism, board activity, and votes on related proposals;

| ■ | Strategy of the incumbents versus the dissidents;

| ■ | Independence of directors;

| ■ | Experience and skills of director candidates;

| ■ | Governance profile of the company; and

| ■ | Evidence of management entrenchment.

Investment Advisory Agreements

General Recommendation

DWS’s policy is to generally vote case-by-case on investment advisory agreements, considering the following factors:

| ■ | Proposed and current fee schedules;

| ■ | Fund category/investment objective;

| ■ | Performance benchmarks;

| ■ | Share price performance as compared with peers;

| ■ | Resulting fees relative to peers; and

| ■ | Assignments (where the advisor undergoes a change of control).

Approving New Classes or Series of Shares

General Recommendation

DWS’s policy is to generally vote case-by-case on the establishment of new classes or series of shares.

Preferred Stock Proposals

General Recommendation

DWS’s policy is to generally vote case-by-case on the authorization for or increase in preferred shares, considering the following factors:

| ■ | Stated specific financing purpose;

| ■ | Possible dilution for common shares; and

| ■ | Whether the shares can be used for antitakeover purposes.

1940 Act Policies

General Recommendation

DWS’s policy is to generally vote case-by-case on policies under the Investment Advisor Act of 1940, considering the following factors:

| ■ | Potential competitiveness;

| ■ | Regulatory developments;

| ■ | Current and potential returns; and

| ■ | Current and potential risk.

DWS’s policy is to generally vote for these amendments as long as the proposed changes do not fundamentally alter the investment focus of the fund and do comply with the current SEC interpretation.

Changing a Fundamental Restriction to a Nonfundamental Restriction

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to change a fundamental restriction to a non-fundamental restriction, considering the following factors:

| ■ | The fund's target investments;

| ■ | The reasons given by the fund for the change; and

| ■ | The projected impact of the change on the portfolio.

Change Fundamental Investment Objective to Nonfundamental

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to change a fund’s fundamental investment objective to non-fundamental.

Name Change Proposals

General Recommendation

DWS’s policy is to generally vote case-by-case on name change proposals, considering the following factors:

| ■ | Political/economic changes in the target market;

| ■ | Consolidation in the target market; and

| ■ | Current asset composition.

Change in Fund's Subclassification

General Recommendation

DWS’s policy is to generally vote case-by-case on changes in a fund's sub-classification, considering the following factors:

| ■ | Potential competitiveness;

| ■ | Current and potential returns;

| ■ | Risk of concentration; and

| ■ | Consolidation in target industry.

Business Development Companies—Authorization to Sell Shares of Common Stock at a Price below Net Asset Value

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals authorizing the board to issue shares below Net Asset Value (NAV) if:

| ■ | The proposal to allow share issuances below NAV has an expiration date no more than one year from the date shareholders approve the underlying proposal, as required under the Investment Company Act of 1940;

| ■ | The sale is deemed to be in the best interests of shareholders by (1) a majority of the company's independent directors and (2) a majority of the company's directors who have no financial interest in the issuance; and

| ■ | The company has demonstrated responsible past use of share issuances by either:

| ■ | Outperforming peers in its 8-digit GICS group as measured by one- and three-year median TSRs; or

| ■ | Providing disclosure that its past share issuances were priced at levels that resulted in only small or moderate discounts to NAV and economic dilution to existing non-participating shareholders.

Disposition of Assets/Termination/Liquidation

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to dispose of assets, to terminate or liquidate, considering the following factors:

| ■ | Strategies employed to salvage the company;

| ■ | The fund’s past performance;

| ■ | The terms of the liquidation.

Changes to the Charter Document

General Recommendation

DWS’s policy is to generally vote case-by-case on changes to the charter document, considering the following factors:

| ■ | The degree of change implied by the proposal;

| ■ | The efficiencies that could result;

| ■ | The state of incorporation; and

| ■ | Regulatory standards and implications.

Changing the Domicile of a Fund

General Recommendation

DWS’s policy is to generally vote case-by-case on re-incorporations, considering the following factors:

| ■ | Regulations of both states;

| ■ | Required fundamental policies of both states; and

| ■ | The increased flexibility available.

Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals authorizing the board to hire or terminate subadvisors without shareholder approval if the investment advisor currently employs only one subadvisor.

Distribution Agreements

General Recommendation

DWS’s policy is to generally vote case-by-case on distribution agreement proposals, considering the following factors:

| ■ | Fees charged to comparably sized funds with similar objectives;

| ■ | The proposed distributor’s reputation and past performance;

| ■ | The competitiveness of the fund in the industry; and

| ■ | The terms of the agreement.

Master-Feeder Structure

General Recommendation

DWS’s policy is to generally vote case-by-case on the establishment of a master-feeder structure.

Mergers

General Recommendation

DWS’s policy is to generally vote case-by-case on merger proposals, considering the following factors:

| ■ | Resulting fee structure;

| ■ | Performance of both funds;

| ■ | Continuity of management personnel; and

| ■ | Changes in corporate governance and their impact on shareholder rights.

Shareholder Proposals for Mutual Funds

Establish Director Ownership Requirement

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals that mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board.

Reimburse Shareholder for Expenses Incurred

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals to reimburse proxy solicitation expenses. When supporting the dissidents, vote for the reimbursement of the proxy solicitation expenses.

Terminate the Investment Advisor

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to terminate the investment advisor, considering the following factors:

| ■ | Performance of the fund’s Net Asset Value (NAV);

| ■ | The fund’s history of shareholder relations; and

| ■ | The performance of other funds under the advisor’s management.

INTERNATIONAL PROXY VOTING

The above guidelines pertain to issuers organized in the United States. Proxies solicited by other issuers are voted in accordance with international guidelines or the recommendation of ISS and in accordance with applicable law and regulation.

Appendix I

Classification of Directors – U.S.

1. Executive Director

| 1.1. | Current employee or current officer1 of the company or one of its affiliates2.

2. Non-Independent Non-Executive Director

Board Identification

| 2.1. | Director identified as not independent by the board.

Controlling/Significant Shareholder

| 2.2. | Beneficial owner of more than 50 percent of the company's voting power (this may be aggregated if voting power is distributed among more than one member of a group).

Current Employment at Company or Related Company

| 2.3. | Non-officer employee of the firm (including employee representatives).

| 2.4. | Officer1, former officer, or general or limited partner of a joint venture or partnership with the company.

Former Employment

| 2.5. | Former CEO of the company.3, 4

| 2.6. | Former non-CEO officer1 of the company or an affiliate2 within the past five years.

| 2.7. | Former officer1 of an acquired company within the past five years.4

| 2.8. | Officer1 of a former parent or predecessor firm at the time the company was sold or split off within the past five years.

| 2.9. | Former interim officer if the service was longer than 18 months. If the service was between 12 and 18 months, an assessment of the interim officer’s employment agreement will be made.5

Family Members

| 2.10. | Immediate family member6 of a current or former officer1 of the company or its affiliates2 within the last five years.

| 2.11. | Immediate family member6 of a current employee of company or its affiliates2 where additional factors raise concern (which may include, but are not limited to, the following: a director related to numerous employees; the company or its affiliates employ relatives of numerous board members; or a non-Section 16 officer in a key strategic role).

Professional, Transactional, and Charitable Relationships

Director who (or whose immediate family member6) currently provides professional services7 in excess of the $10,000 per year to the company, an affiliate2 or an individual officer of the company or

| 2.12. | (an affiliate; or who is (or whose immediate family member6 is) a partner, employee or controlling shareholder of, an organization which provides services.

Director who (or whose immediate family member6) currently has any material transactional relationship8 with the company or its affiliates2.

| 2.13. | ; or who is (or whose immediate family member6 is) a partner in, or a controlling shareholder or an executive officer of, an organization which has the material transactional relationship8 (excluding investments in the company through a private placement).

| 2.14. | Director who (or whose immediate family member6) is) a trustee, director, or employee of a charitable or non-profit organization that receives material grants or endowments8 from the company or its affiliates2.

Other Relationships

| 2.15. | Party to a voting agreement9 to vote in line with management on proposals being brought to shareholder vote.

| 2.16. | Has (or an immediate family member6 has) an interlocking relationship as defined by the SEC involving members of the board of directors or its Compensation Committee.10

| 2.17. | Founder11 of the company but not currently an employee.

| 2.18. | Director with pay comparable to Named Executive Officers.

| 2.19. | Any material12 relationship with the company.

3. Independent Director

| 3.1. | No material12 connection to the company other than a board seat.

Footnotes:

1 The definition of officer will generally follow that of a “Section 16 officer” (officers subject to Section 16 of the Securities and Exchange Act of 1934) and includes the chief executive, operating, financial, legal, technology, and accounting officers of a company (including the president, treasurer, secretary, controller, or any vice president in charge of a principal business unit, division, or policy function). Current interim officers are included in this category. For private companies, the equivalent positions are applicable. A non-employee director serving as an officer due to statutory requirements (e.g., corporate secretary) will generally be classified as a Non-Independent Non-Executive Director under 2.19: “Any material relationship with the company.” However, if the company provides explicit disclosure that the director is not receiving additional compensation exceeding $10,000 per year for serving in that capacity, then the director will be classified as an Independent Director.

2 “Affiliate” includes a subsidiary, sibling company, or parent company. 50 percent control ownership is used by the parent company as the standard for applying its affiliate designation. The manager/advisor of an externally managed issuer (EMI) is considered an affiliate.

3 Includes any former CEO of the company prior to the company’s initial public offering (IPO).

4 When there is a former CEO of a special purpose acquisition company (SPAC) serving on the board of an acquired company, DWS will generally classify such directors as independent unless determined otherwise taking into account the following factors: the applicable listing standards determination of such director’s independence; any operating ties to the firm; and the existence of any other conflicting relationships or related party transactions.

5 ISS will look at the terms of the interim officer’s employment contract to determine if it contains severance pay, long-term health and pension benefits, or other such standard provisions typically contained in contracts of permanent, non-temporary CEOs. DWS will also consider if a formal search process was under way for a full-time officer at the time.

6 “Immediate family member” follows the SEC’s definition of such and covers spouses, parents, children, stepparents, step-children, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company.

7 Professional services can be characterized as advisory in nature, generally involve access to sensitive company information or to strategic decision-making, and typically have a commission- or fee-based payment structure. Professional services generally include but are not limited to the following: investment banking/financial advisory services, commercial banking (beyond deposit services), investment services, insurance services, accounting/audit services, consulting services, marketing services, legal services, property management services, realtor services, lobbying services, executive search services, and IT consulting services. The following would generally be considered transactional relationships and not professional services: deposit services, IT tech support services, educational services, and construction services. The case of participation in a banking syndicate by a non-lead bank should be considered a transactional (and hence subject to the associated materiality test) rather than a professional relationship. “Of Counsel” relationships are only considered immaterial if the individual does not receive any form of compensation (in excess of $10,000 per year) from, or is a retired partner of, the firm providing the professional service. The case of a company providing a professional service to one of its directors or to an entity with which one of its directors is affiliated, will be considered a transactional rather than a professional relationship. Insurance services and marketing services are assumed to be professional services unless the company explains why such services are not advisory.

8 A material transactional relationship, including grants to non-profit organizations, exists if the company makes annual payments to, or receives annual payments from, another entity, exceeding the greater of: $200,000 or 5 percent of the recipient’s gross revenues, for a company that follows NASDAQ listing standards; or the greater of $1,000,000 or 2 percent of the recipient’s gross revenues, for a company that follows NYSE listing standards. For a company that follows neither of the preceding standards, DWS will apply the NASDAQ-based materiality test. (The recipient is the party receiving the financial proceeds from the transaction).

9 Dissident directors who are parties to a voting agreement pursuant to a settlement or similar arrangement may be classified as Independent Directors if an analysis of the following factors indicates that the voting agreement does not compromise their alignment with all shareholders’ interests: the terms of the agreement; the duration of the standstill provision in the agreement; the limitations and requirements of actions that are agreed upon; if the dissident director nominee(s) is subject to the standstill; and if there any conflicting relationships or related party transactions.

10 Interlocks include: executive officers serving as directors on each other’s compensation or similar committees (or, in the absence of such a committee, on the board); or executive officers sitting on each other’s boards and at least one serves on the other’s compensation or similar committees (or, in the absence of such a committee, on the board).

11 The operating involvement of the founder with the company will be considered; if the founder was never employed by the company, DWS may deem him or her an Independent Director.

12 For purposes of DWS’s director independence classification, “material” will be defined as a standard of relationship (financial, personal or otherwise) that a reasonable person might conclude could potentially influence one’s objectivity in the boardroom in a manner that would have a meaningful impact on an individual's ability to satisfy requisite fiduciary standards on behalf of shareholders.

Item 13. | Portfolio Managers of Closed-End Management Investment Companies.

Portfolio Manager Disclosure:

As of the date of this report, the following individual handles the day-to-day management of the Fund.

Leon Cappel, Vice President, Portfolio Manager Equity and Portfolio Manager of the Fund

| · | Joined DWS in 2019 and the Fund in 2022.

| · | BSc and MSc in Business Chemistry from Heinrich Heine University Duesseldorf.

Hansjoerg Pack*, Director, Senior Portfolio Manager Equity and Portfolio Manager of the Fund

| · | Joined DWS in 1997 and the Fund in 2025.

| · | BA in Business Administration from Sheffield Hallam University; Master's Degree in Economics ("Diplom-Volkswirt") from University of Duisburg-Essen; CEFA - Certified European Financial Analyst.

* Hansjoerg Pack replaced Leon Cappel as portfolio manager of the Fund effective March 1, 2025.

Compensation of Portfolio Managers

The Advisor and its affiliates are part of DWS. The brand DWS represents DWS Group GmbH & Co. KGaA (“DWS Group”) and any of its subsidiaries such as DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services. DWS seeks to offer its investment professionals competitive short-term and long-term compensation based on continuous, above average, fund performance relative to the market. This includes measurement of short and long-term performance against industry and portfolio benchmarks. As employees of DWS, portfolio managers are paid on a total compensation basis, which includes Fixed Pay (base salary) and Variable Compensation, as set forth below. The compensation information below is provided as of the Fund’s most recent annual report date December 31, 2024.

| · | Fixed Pay (FP) is the key and primary element of compensation for the majority of DWS employees and reflects the value of the individual’s role and function within the organization. It rewards factors that an employee brings to the organization such as skills and experience, while reflecting regional and divisional (i.e. DWS) specifics. FP levels play a significant role in ensuring competitiveness of the Advisor and its affiliates in the labor market, thus benchmarking provides a valuable input when determining FP levels.

| · | Variable Compensation (VC) is a discretionary compensation element that enables DWS Group to provide additional reward to employees for their performance and behaviors, while reflecting DWS Group’s affordability and financial situation. VC aims to:

| o | Recognize that every employee contributes to the DWS’s success through the franchise component of Variable Compensation (Franchise Component), and

| o | Reflect individual performance, investment performance, behaviours and culture through discretionary individual VC (Individual Component).

Employee seniority as well as divisional and regional specifics determine which VC elements are applicable for a given employee and the conditions under which they apply. Both Franchise and Individual Components may be awarded in shares or other share-based instruments and other deferral arrangements.

| · | VC can be delivered via cash, restricted equity awards, and/or restricted incentive awards or restricted compensation. Restricted compensation may include:

| o | notional fund investments

| o | restricted equity, notional equity,

| o | restricted cash,

| o | or such other form as DWS may decide in its sole discretion

| · | VC comprises a greater proportion of total compensation as an employee’s seniority and total compensation level increase. Proportion of VC delivered via a long-term incentive award, which is subject to performance conditions and forfeiture provisions, will increase significantly as the amount of the VC increases.

| · | Additional forfeiture and claw back provisions, including complete forfeiture and claw back of VC may apply in certain events if an employee is designated a Material Risk Taker.

| · | For key investment professionals, in particular, a portion of any long-term incentives will be in the form of notional investments aligned, where possible, to the funds they manage.

In general, each of the Advisor and its advisory affiliates seek to offer their investment professionals competitive short-term and long-term compensation based on continuous, above average, fund performance relative to the market. This includes measurement of short and long-term performance against industry and portfolio benchmarks. To evaluate their investment professionals in light of and consistent with the compensation principles set forth above, the Advisor and its affiliates review investment performance for all accounts managed in relation to the appropriate Morningstar peer group universe with respect to a fund, iMoneyNet peer group with respect to a money market fund or relevant benchmark index(es) set forth in the governing documents with respect to each other account type. The ultimate goal of this process is to evaluate the degree to which investment professionals deliver investment performance that meets or exceeds their clients’ risk and return objectives. When determining total compensation, the Advisor and its affiliates consider a number of quantitative, qualitative and other factors:

| - | Quantitative measures (e.g. one-, three- and five-year pre-tax returns versus the appropriate Morningstar peer group universe for a fund, or versus the appropriate iMoneyNet peer group for a money market fund or relevant benchmark index(es) set forth in the governing documents with respect to each other account type, taking risk targets into account) are utilized to measure performance.

| - | Qualitative measures (e.g. adherence to, as well as contributions to, the enhancement of the investment process) are included in the performance review.

| - | Other factors (e.g. non-investment related performance, teamwork, adherence to compliance rules, risk management and "living the values" of the Advisor and its affiliates) are included as part of a discretionary component of the review process, giving management the ability to consider additional markers of performance on a subjective basis.

| - | Furthermore, it is important to note that DWS Group functions within a controlled environment based upon the risk limits established by DWS Group’s Risk division, in conjunction with DWS Group management. Because risk consideration is inherent in all business activities, performance assessment factors in an employee’s ability to assess and manage risk.

Fund Ownership of Portfolio Managers

The following table shows the dollar range of Fund shares owned beneficially and of record by each member of the Fund’s portfolio management team as well as in all US registered Funds advised by DWS International GmbH as a group (the “Family of Funds”), including investments by their immediate family members sharing the same household and amounts invested through retirement and deferred compensation plans. This information is provided as of the Fund’s most recent annual report date December 31, 2024.

Name of Portfolio Manager | Dollar Range of Fund Shares Owned | Dollar Range of All in the Family of Funds Shares Owned
Leon Cappel | - | -
Hansjoerg Pack | - | -

Conflicts of Interest

In addition to managing the assets of the Fund, the Fund’s portfolio managers may have responsibility for managing other client accounts of the Advisor or its affiliates. The tables below show, for each portfolio manager, the number and asset size of (1) SEC registered investment companies (or series thereof) other than the Fund, (2) pooled investment vehicles that are not registered investment companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by each portfolio manager. Total assets attributed to each portfolio manager in the tables below include total assets of each account managed by them, although the manager may only manage a portion of such account’s assets. For Funds subadvised by subadvisors unaffiliated with DWS International GmbH, total assets of Funds managed may only include assets allocated to the portfolio manager and not the total assets of each Fund managed. The tables also show the number of performance-based fee accounts, as well as the total assets of the accounts for which the advisory fee is based on the performance of the account. This information is provided as of the Fund’s most recent annual report date December 31, 2024.

Other SEC Registered Investment Companies Managed:

Name of Portfolio Manager | Number of Registered Investment Companies | Total Assets of Registered Investment Companies | Number of Investment Company Accounts with Performance Based Fee | Total Assets of Performance- Based Fee Accounts
Leon Cappel | - | - | - | -
Hansjoerg Pack | - | - | - | -

Other Pooled Investment Vehicles Managed:

Name of Portfolio Manager | Number of Pooled Investment Vehicles | Total Assets of Pooled Investment Vehicles | Number of Pooled Investment Vehicle Accounts with Performance-Based Fee | Total Assets of Performance- Based Fee Accounts
Leon Cappel | 1 | $201,131,150 | 1 | $201,131,150
Hansjoerg Pack | 2 | $2,038,463,602 | - | -

Other Accounts Managed:

Name of Portfolio Manager | Number of Other Accounts | Total Assets of Other Accounts | Number of Other Accounts with Performance- Based Fee | Total Assets of Performance- Based Fee Accounts
Leon Cappel | 2 | $172,871,537 | - | -
Hansjoerg Pack | - | - | - | -

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

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account, including the following:

| · | Certain investments may be appropriate for the Fund and also for other clients advised by the Advisor and their affiliates, including other client accounts managed by the Fund’s portfolio management team. Investment decisions for the Fund and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment and the size of their investments generally. A particular security may be bought or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, because clients of the Advisor and their affiliates may have differing investment strategies, a particular security may be bought for one or more clients when one or more other clients are selling the security. The investment results achieved for the Fund may differ from the results achieved for other clients of the Advisor and their affiliates. In addition, purchases or sales of the same security may be made for two or more clients on the same day. In such event, such transactions will be allocated among the clients in a manner believed by the Advisor and their affiliates to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the Advisor and their affiliates in the interest of achieving the most favorable net results to the Fund and the other clients.

| · | To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide time and attention among relevant accounts. The Advisor and their affiliates attempt to minimize these conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts.

| · | In some cases, an apparent conflict may arise where the Advisor has an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. The Advisor and its affiliates will not determine allocations based on whether it receives a performance-based fee from the client. Additionally, the Advisor has in place supervisory oversight processes to periodically monitor performance deviations for accounts with like strategies.

| · | The Advisor and its affiliates and the investment team of each Fund may manage other mutual funds and separate accounts on a long only or a long-short basis. The simultaneous management of long and short portfolios creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value of the long positions (and vice versa), the risk arising from sequential orders in long and short positions, and the risks associated with receiving opposing orders at the same time. The Advisor has adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts of interest. Included in these procedures are specific guidelines developed to provide fair and equitable treatment for all clients whose accounts are managed by each Fund’s portfolio management team. The Advisor and the portfolio management team have established monitoring procedures, a protocol for supervisory reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity are properly addressed.

The Advisor is owned by the DWS Group, a multinational global financial services firm that is a majority owned subsidiary of Deutsche Bank AG. Therefore, the Advisor is affiliated with a variety of entities that provide, and/or engage in commercial banking, insurance, brokerage, investment banking, financial advisory, broker-dealer activities (including sales and trading), hedge funds, real estate and private equity investing, in addition to the provision of investment management services to institutional and individual investors. Since Deutsche Bank AG, its affiliates, directors, officers and employees (the “Firm”) are engaged in businesses and have interests in addition to managing asset management accounts, such wide ranging activities involve real, potential or apparent conflicts of interest. These interests and activities include potential advisory, transactional and financial activities and other interests in securities and companies that may be directly or indirectly purchased or sold by the Firm for its clients’ advisory accounts. The Advisor may take investment positions in securities in which other clients or related persons within the Firm have different investment positions. There may be instances in which the Advisor and its affiliates are purchasing or selling for their client accounts, or pursuing an outcome in the context of a workout or restructuring with respect to, securities in which the Firm is undertaking the same or differing strategy in other businesses or other client accounts. These are considerations of which advisory clients should be aware and which will cause conflicts that could be to the disadvantage of the Advisor and its affiliate’s advisory clients, including the Fund. The Advisor has instituted business and compliance policies, procedures and disclosures that are designed to identify, monitor and mitigate conflicts of interest and, as appropriate, to report them to a Fund’s Board.

Item 14. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Period | (a) Total Number of Shares Purchased | (b) Average Price Paid per Share | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 through January 31 | 112,500 | $ 8.45 | 112,500 | 1,313,130
February 1 through February 29 | 77,200 | $ 8.41 | 77,200 | 1,235,930
March 1 through March 31 | 80,300 | $ 8.57 | 80,300 | 1,155,630
April 1 through April 30 | 112,500 | $ 8.55 | 112,500 | 1,043,130
May 1 through May 31 | 17,000 | $ 8.64 | 17,000 | 1,026,130
June 1 through June 30 | 73,000 | $ 8.38 | 73,000 | 953,130
July 1 through July 31 | 90,000 | $ 8.42 | 90,000 | 863,130
August 1 through August 31 | 31,500 | $ 8.32 | 31,500 | n/a
September 1 through September 30 | 0 |  | 0 | n/a
October 1 through October 31 | 0 |  | 0 | n/a
November 1 through November 30 | 0 |  | 0 | n/a
December 1 through December 31 | 0 |  | 0 | n/a
Total | 594,000 | $ 8.46 | 594,000 |
On July 28, 2023, the Fund announced that the Board of Directors approved an extension of the current repurchase authorization permitting the Fund to repurchase up to 1,710,430 shares during the period from August 1, 2023 through July 31, 2024. The Fund repurchased 847,300 shares between August 1, 2023 and July 31, 2024.
On July 25, 2024, the Fund announced that the Board of Directors approved an extension of the current repurchase authorization permitting the Fund to continue to purchase outstanding shares of its common stock in open-market transactions over the twelve-month period from August 1, 2024 through July 31, 2025. Repurchases will be made when the Fund’s shares trade at a discount to net asset value and such purchases are deemed to be in the best interests of the Fund.

Item 15. | Submission of Matters to a Vote of Security Holders.
| There were no material changes to the procedures by which stockholders may recommend nominees to the Fund’s Board. The Nominating and Governance Committee will consider nominee candidates properly submitted by stockholders in accordance with applicable law, the Fund's Articles of Incorporation or By-laws, resolutions of the Board and the qualifications and procedures set forth in the Nominating and Governance Committee Charter and this proxy statement. The Nominating and Governance Committee's Charter requires that a stockholder or group of stockholders seeking to submit a nominee candidate (i) must have beneficially owned at least 5% of the Fund's common stock for at least two years, (ii) may submit only one nominee candidate for any particular meeting of stockholders, and (iii) may submit a nominee candidate for only an annual meeting or other meeting of stockholders at which directors will be elected. The stockholder or group of stockholders must provide notice of the proposed nominee pursuant to the requirements found in the Fund's By-laws. Generally, this notice must be received not less than 90 days nor more than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting. Such notice shall include the specific information required by the Fund's By-laws. The Nominating and Governance Committee will evaluate nominee candidates properly submitted by stockholders on the same basis as it considers and evaluates candidates recommended by other sources.
Item 16. | Controls and Procedures.
| (a) | The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
| (b) | There have been no changes in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.
Item 17. | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Securities Lending Activities

During The New Germany Fund, Inc’s most recent fiscal year ending December 31, 2024, Fidelity Agency Lending (“FAL”) served as the fund’s securities lending agent.

As a securities lending agent, FAL is responsible for the implementation and administration of a fund’s securities lending program. Pursuant to its respective Securities Lending Agency Agreement (“Securities Lending Agreement”) with the fund, FAL, as a general matter, performs various services, including the following:

| · | lend available securities to institutions that are approved borrowers

| · | determine whether a loan shall be made and negotiate and establish the terms and conditions of the loan with the borrower

| · | ensure that all dividends and other distributions paid with respect to loaned securities are credited to the fund’s relevant account

| · | receive and hold, on the fund’s behalf, or transfer to a fund account, upon instruction by the fund, collateral from borrowers to secure obligations of borrowers with respect to any loan of available securities

| · | mark-to-market the market value of loaned securities relative to the market value of the collateral each business day

| · | obtain additional collateral, as needed, in order to maintain the value of the collateral relative to the market value of the loaned securities at the levels required by the Securities Lending Agreement

| · | at the termination of a loan, return the collateral to the borrower upon the return of the loaned securities

| · | in accordance with the terms of the Securities Lending Agreement, invest cash collateral in permitted investments, including investments managed by the fund’s investment adviser

| · | maintain records relating to the fund’s securities lending activity and provide to the fund a monthly statement describing, among other things, the loans made during the period, the income derived from the loans (or losses incurred) and the amounts of any fees or payments paid with respect to each loan

FAL is compensated for the above-described services from its securities lending revenue split. The table below shows the income the fund earned and the fees and compensation it paid to service providers in connections with its securities lending activities during its most recent fiscal year.

The New Germany Fund, Inc.

Securities Lending Activities - Income and Fees for Fiscal Year 2024

Gross income from securities lending activities (including income from cash collateral reinvestment) | $443,494
Fees and/or compensation for securities lending activities and related services |
Fees paid to securities lending agent from a revenue split | $2,141
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split | $11,004
Administrative fees not included in revenue split | $0
Indemnification fee not included in revenue split | $0
Rebate (paid to borrower) | $408,452
Other fees not included in revenue split | $0
Aggregate fees/compensation for securities lending activities and related services | $421,597
Net income from securities lending activities | $21,897

Item 18. | Recovery of Erroneously Awarded Compensation.
| Not applicable
Item 19. | Exhibits.
| (a)(1) | Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
| (a)(2) | Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
| (b) | Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant: | The New Germany Fund, Inc.
By: | /s/Hepsen Uzcan Hepsen Uzcan Principal Executive
Date: | 2/28/2025

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: | /s/Hepsen Uzcan Hepsen Uzcan Principal Executive
Date: | 2/28/2025
By: | /s/Diane Kenneally Diane Kenneally Principal Financial Executive
Date: | 2/28/2025