Form 485BPOS DEUTSCHE DWS TAX FREE

Exhibit (a)(14)

 

DEUTSCHE DWS TAX FREE TRUST

 

Amendment

Statement of Change of Principal Office

 

The Trustees of Deutsche DWS Tax Free Trust (the “Trust”), acting pursuant to Article VIII, Section 8.3, of the Trust’s Amended and Restated Declaration of Trust, dated June 2, 2008, as amended (the “Declaration”), do hereby amend the “Address of Trust” section of the Addendum to the Declaration, effective immediately, as follows:

 

The address of principal office in Massachusetts is hereby replaced with the following:

 

Address of Principal Office in Massachusetts: 100 Summer Street
                                                                  Boston, Massachusetts 02110-2146

 

[The remainder of this page is intentionally blank.]

 

 

IN WITNESS WHEREOF, the undersigned, being at least a majority of the Trustees of the Trust, have executed this instrument as of this 20^th day of November 2020.

 

/s/ John W. Ballantine			/s/ William McClayton
John W. Ballantine, Trustee			William McClayton, Trustee
/s/ Dawn-Marie Driscoll			/s/ Rebecca W. Rimel
Dawn-Marie Driscoll, Trustee			Rebecca W. Rimel, Trustee
/s/ Keith R. Fox			/s/ William N. Searcy, Jr.
Keith R. Fox, Trustee			William N. Searcy, Jr., Trustee
/s/ Richard J. Herring
Richard J. Herring, Trustee

 

 

 

 

 

 

Exhibit (h)(10)

 

 

		DWS Distributors, Inc.
		222 South Riverside Plaza Chicago, IL 60606-5808  (800) 621-1148 dws.com

 

 

Dear Financial Services Firm (“you” or “Intermediary”),

 

As principal underwriter of the DWS Funds, we (or a predecessor firm) or our affiliate have entered into a selling group or other agreement or agreements (the "Agreement") with you to permit you, as applicable, to sell, service, or facilitate trading in shares of the DWS Funds (collectively, the "Shares").

 

This amendment to the Agreement is entered into as of the date indicated in the signature block below, with an effective date of October 16, 2007, or such earlier date as of which you begin providing the Shareholder information described below, and includes the following provisions:

 

1. Agreement to Provide Information. Intermediary agrees to provide the Fund, upon written request, the taxpayer identification number (“TIN”), the Individual Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through each account maintained by the Intermediary during the period covered by the request.

 

2. Period Covered by Request. Requests must set forth a specific period, not to exceed 90 days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.

 

3. Form and Timing of Response.

 

(a) Intermediary agrees to provide, promptly upon request of the Fund or its designee, the requested information specified in paragraph 1 above. If requested by the Fund or its designee, Intermediary agrees to use best efforts to determine promptly whether any specific person about whom it has received the identification and transaction information specified in paragraph 1 is itself a financial intermediary (“indirect intermediary”) and, upon further request of the Fund or its designee, promptly either (i) provide (or arrange to have provided) the information set forth in paragraph 1 for those shareholders who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect intermediary from purchasing, in nominee name on behalf of other persons, securities issued by the Fund.

 

(b)

Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.

 

 

(c)

To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format

 

4. Limitations on Use of Information. The Fund agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Intermediary.

 

5. Agreement to Restrict Trading. Intermediary agrees to execute written

instructions from the Fund to restrict or prohibit further purchases or exchanges of

Shares by a Shareholder that has been identified by the Fund as having engaged in

transactions of the Fund’s Shares (directly or indirectly through the Intermediary’s account) that violate policies established or utilized by the Fund for the purpose of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

 

6. Form of Instructions. Instructions to restrict or prohibit trading must include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be executed. If the TIN, ITIN, or GII is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

 

7. Timing of Response. Intermediary agrees to execute instructions from the Fund to restrict or prohibit trading as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Intermediary.

 

8. Confirmation by Intermediary. Intermediary must provide written confirmation to the Fund that instructions from the Fund to restrict or prohibit trading have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.

 

9. Definitions. For purposes of this amendment:

 

9.1 The term “Fund” includes the fund’s principal underwriter and transfer agent. The term does not include any “excepted funds” as defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940.*

 

9.2 The term “Shares” means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.

 

9.3 Except as otherwise provided in this paragraph 9.3, the term “Shareholder” means the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name. If you are a retirement plan recordkeeper, the term “Shareholder” means each retirement plan participant notwithstanding that the retirement plan may be deemed to be the beneficial owner of Shares. If you are an insurance company, the term “Shareholder” means the holder of interests in a variable annuity or variable life insurance contract issued by the Intermediary.

 

9.4

The term “written” includes electronic writings and facsimile transmissions.

 

 

9.5

The term “Intermediary” shall mean a “financial institution” as defined in SEC Rule 22c-2.

 

9.6

The term “purchase” does not include the automatic reinvestment of dividends.

 

9.7

The term “promptly” as used in paragraph 3(a) shall mean as soon as practicable but in no event later than ten business days from the Intermediary’s receipt of the request for information from the Fund or its designee.

 

 

DWS DISTRIBUTORS, INC.

 

By:____________________________________

Name:

Title:

 

By:_____________________________________

Name:

Title:

 

FIRM: __________________________________

 

By:______________________________________

Name: ___________________________________

Title: ____________________________________

 

Date: ____________________________________

 

* As defined in SEC Rule 22c-2(b), the term “excepted fund” means any: (1) money market fund; (2) fund that issues securities that are listed on a national exchange; and (3) fund that affirmatively permits short-term trading of its securities, if its prospectus clearly and prominently discloses that the fund permits short-term trading of its securities and that such trading may result in additional costs for the fund.

 

The brand DWS represents DWS Group GmbH & Co. KGaA and any of its subsidiaries such as DWS Distributors, Inc., which offers investment products, or DWS Investment Management Americas, Inc. and RREEF America L.L.C., which offer advisory services. Clients will be provided DWS products or services by one or more legal entities that will be identified to clients pursuant to the contracts, agreements, offering materials or other documentation relevant to such products or services.

.

 

Investment Product. No Bank Guarantee. Not FDIC Insured. May Lose Value. R-______ (8/18)

 

 

 

 

 

Exhibit (h)(11)

 

EXPENSE LIMITATION AGREEMENT

 

THIS EXPENSE LIMITATION AGREEMENT (“Expense Limitation Agreement”) is made as of the 1st day of October, 2007 by and between each of the funds listed on Exhibit A hereto (as may be amended from time to time), each of which is a Massachusetts business trust, a Maryland corporation or a New York trust (each, a “Fund” and collectively, the “Funds”), and DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a Delaware corporation (the “Advisor”), with respect to the following:

 

WHEREAS, each Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), with such series (each a “Series”) and classes (each a “Class”) as listed on Exhibit A; and

 

WHEREAS, the Advisor serves as Investment Advisor to each Series pursuant to an Investment Advisory Agreement;

 

NOW, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:

 

1.      The Advisor agrees to waive its fees and/or reimburse expenses (or to cause its affiliates to waive their fees and/or reimburse expenses) to the extent necessary so that the “total annual fund operating expenses” for each Series or Class, as applicable, do not exceed the percentage of average daily net assets set forth on Exhibit A. For the purposes of this Expense Limitation Agreement, “total annual fund operating expenses” for a Series or Class shall consist of all expenses and costs of a Fund not specifically borne by the Advisor or a Series’ principal underwriter, including investment advisory fees, administration fees, distribution and shareholder service fees, fees for necessary professional services, and costs associated with regulatory compliance and maintaining legal existence and shareholder relations, but excluding the following: (a) portfolio transaction and other investment-related costs (including brokerage commissions, dealer and underwriter spreads, commitment fees on leverage facilities (but not commitment fees on credit facilities), prime broker fees and expenses, interest expense, dividend expenses related to short sales and “Acquired Fund Fees and Expenses” (as defined in Form N-1A)); (b) taxes; and (c) extraordinary expenses. For purposes of this agreement, “extraordinary expenses” mean any unusual, unexpected and/or nonrecurring expenses that are approved as such by the Board(s) of Trustees/Directors of the applicable Fund(s).

 

2.         Notwithstanding the foregoing, organizational expenses and offering costs related to certain Funds, Series or Classes as indicated on Exhibit A and that commenced operations prior to October 1, 2007 are excluded from the limit on “total annual fund operating expenses,” but such organizational expenses and offering costs shall be subject to a separate limit of 10 basis points.

 

3.         This Expense Limitation Agreement shall be effective as to each Fund, Series or Class, as applicable, for the period set forth in Exhibit A. Upon the termination of the Agreement, this Expense Limitation Agreement shall automatically terminate with respect to the affected Fund. The obligation of the Advisor under Paragraph 1 hereof shall survive the

 

 

 

 

 

termination of the Investment Advisory Agreement solely as to expenses and obligations incurred prior to the date of such termination.

 

4.         Any question of interpretation of any term or provision of this Expense Limitation Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by the parties hereto, taking into consideration and assigning such weight as they may determine on a case-by-case basis, by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission (“SEC”) issued pursuant to said Act. Otherwise the provisions of this Expense Limitation Agreement shall be interpreted in accordance with the laws of Delaware.

 

5.          Amendments. This Expense Limitation Agreement and the exhibits hereto may be amended by agreement of the affected Fund and the Advisor. Additional Funds, Series or Classes may be added to this Expense Limitation Agreement by written agreement of such Fund and the Advisor. The Advisor may unilaterally amend Exhibit A to extend or lower any expense limitation and any such amendment shall be subject to the terms of this Agreement. In addition, the Advisor shall be contractually bound hereunder by the disclosure of expense limitations contained in the Fund’s prospectus or any supplements thereto as if such limitations were set forth in Exhibit A.

 

6.         For each Fund that is a Massachusetts business trust, a copy of the Fund’s Declaration of Trust, together with all amendments thereto, is on file in the Office of the Secretary of the Commonwealth of Massachusetts. For each Fund that is a Massachusetts business trust, the Advisor is hereby expressly put on notice of the limitation of liability as set forth in the Fund’s Declaration of Trust and it agrees that the obligations assumed by the Fund on behalf of each Series pursuant to this Expense Limitation Agreement will be limited in all cases to the Series and its assets, and it will not seek satisfaction of any such obligation from the shareholders or any shareholder of the Series or any other series of the Fund, or from any Trustee, officer, employee or agent of the Fund. The Advisor understands that the rights and obligations of each Series under the Declaration of Trust are separate and distinct from those of any and all other Series.

 

7.         This Agreement and all the exhibits attached hereto constitute the entire agreement of the parties with respect to the subject matter of this Agreement and supersede all prior negotiations, agreements and understandings with respect thereto.

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Expense Limitation Agreement to be executed in duplicate by their respective officers as of the day and year first above written.

 

 

 

 

Attest:_____________________________ Name:	DWS FUNDS   By: _______________________ Name:    John Millette Title:      Secretary
Attest:_____________________________ Name:	DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.   By: _______________________ Name:     Title:      Chief Operating Officer           By: _______________________ Name:    John Millette Title:      Director

 

 

 

 

 

 

EXHIBIT A

 

 

 

 

Fund	Cap on Total Annual Fund Operating Expenses (as a percentage of average daily net assets)

 

 

[PLEASE SEE ATTACHED EXHIBIT MATRIX]

 

 

 

 

 

 

 

 

Exhibit (j)

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the references to our firm under the captions “Financial Highlights” in the Prospectuses and “Independent Registered Public Accounting Firm, Reports to Shareholders and Financial Statements” in the Statements of Additional Information and to the incorporation by reference in Post-Effective Amendment Number 79 to the Registration Statement of Deutsche DWS Tax Free Trust (Form N-1A, No. 002-81105) of our report dated July 28, 2021 on the financial statements and financial highlights of DWS Intermediate Tax-Free Fund (one of the Funds constituting Deutsche DWS Tax Free Trust) included in the Fund’s Annual Report for the fiscal year ended May 31, 2021.

 

 

 

/s/ ERNST & YOUNG LLP

 

Boston, Massachusetts

September 22, 2021

 

 

Exhibit (n)

 

DEUTSCHE DWS TAX FREE TRUST

AMENDED AND RESTATED

MULTI-DISTRIBUTION SYSTEM PLAN

 

WHEREAS, Deutsche DWS Tax Free Trust (the “Fund,” and each underlying portfolio of the Fund, a “Series”) is adopting this Amended and Restated Multi-Distribution System Plan (the “Plan”). The Fund is an open-end investment management company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

 

WHEREAS, DWS Investment Management Americas, Inc. (“DIMA”) serves as investment adviser and DWS Distributors, Inc. (“DDI”) serves as principal underwriter and distributor for the Fund;

 

WHEREAS, the Fund has established an Amended and Restated Multi-Distribution System enabling each Series, as more fully reflected in its prospectuses, to offer investors the option of purchasing shares of the Series with one or more of the following classes of shares: (a) with a front-end sales load (which may vary among Series) and with a Rule 12b-1 Plan providing for a service fee (“Class A shares”); (b) without a front-end sales load, but subject to a CDSC (which may vary among Series) and a Rule 12b-1 Plan providing for a distribution fee and a service fee (“Class C shares”); (c) solely to certain investors, without a front-end sales load, a CDSC, or a Rule 12b-1 Plan providing for a distribution fee or service fee (“Class S shares”); (d) solely to eligible institutions and other eligible investors, without a front-end sales load, a CDSC, or a Rule 12b-1 Plan providing for a distribution fee or service fee (“Institutional Class shares”); and (e) with a front-end sales load and Rule 12b-1 Plan providing for a distribution and/or service fee, but without a CDSC (“Class T shares”);

 

WHEREAS, the Fund or a Series may offer or issue some or all of the classes listed above; and

 

WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies to issue multiple classes of voting stock representing interests in the same portfolio notwithstanding Sections 18(f)(1) and 18(i) under the 1940 Act if, among other things, such investment companies adopt a written plan setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges.

 

NOW, THEREFORE, the Fund, wishing to issue multiple classes of shares in accordance with Rule 18f-3 under the 1940 Act, hereby adopts this Plan, as follows, on behalf of the Series:

 

1.       Each class of shares will represent interests in the same portfolio of investments of the Series, and be identical in all respects to each other class, except as set forth below. The only differences among the various classes of shares of the Series will relate solely to: (a) different distribution fee payments or service fee payments associated with any Rule 12b-1 Plan for a particular class of shares and any other costs relating to implementing or amending such Rule 12b-1 Plan (including obtaining shareholder approval of such Rule 12b-1 Plan or any amendment thereto), which will be borne solely by shareholders of such class; (b) different service or administrative fees associated with a service or administrative plan for a specific class and any

other costs relating to implementing or amending such service or administrative plan; (c) different account minimums; (d) the bearing by each class of its Class Expenses, as defined in Section 2(b) below; (e) the voting rights related to any Rule 12b-1 Plan affecting a specific class of shares; (f) separate exchange privileges; (g) different conversion features; and (h) different class names and designations.

 

2.       (a) The gross income, realized and unrealized capital gains and losses and expenses (other than Class Expenses, as defined below) of the Series shall be allocated to each share of the Series, on the basis of its net asset value relative to the net asset value of the Series pursuant to Rule 18f-3(c)(1)(i) of the 1940 Act. Expenses to be so allocated include expenses of the Fund that are not specifically attributable to the Series (or any other series of the Fund), which shall first be allocated among each Series of the Fund based upon their relative aggregate net assets (“Fund Expenses”) and expenses of the Series not attributable to a particular class of the Series (“Series Expenses”) to the extent that such expenses are not paid by DIMA pursuant to the Administrative Services Agreement, as in effect from time to time, between DIMA and the Fund (including any subsequent amendments thereto) (the “Administrative Services Agreements”). Fund Expenses may include, but are not limited to, Board Members’ fees and certain legal fees. Series Expenses include, but are not limited to, the Administrative Fee under the Administrative Services Agreement, advisory fees and other expenses relating to the management of the Series’ assets. Notwithstanding the above allocation methodology, the fixed costs charged under the Agency Agreement with DWS Service Company shall be allocated each month to each class of each Series based on the number of open shareholder accounts within that class during the month.

 

(b) Expenses attributable to one or more particular classes, which are allocated on the basis of the amount incurred on behalf of each class (“Class Expenses”), will include the following types of expenses to the extent that such expense is not paid by DIMA under the Administrative Services Agreement and to the extent that such expense is attributable to a specific class: (a) transfer agent fees attributable to a specific class, (b) any distribution fees or service fees associated with any Rule 12b-1 Plan for a specific class and any other costs relating to implementing or amending such Rule 12b-1 Plan (including obtaining shareholder approval of such Rule 12b-1 Plan or any amendment thereto); (c) sub-recordkeeping fees (including omnibus recordkeeping fees) attributable to a specific class; (d) service or administrative fees associated with a service or administrative plan for a specific class and any other costs relating to implementing or amending such service or administrative plan; (e) printing and postage expenses related to preparing and distributing material such as shareholder reports, prospectuses and proxy materials to current shareholders of the Series; (f) registration fees (other than state filing fees imposed on a Fund-wide basis and Securities and Exchange Commission registration fees); (g) the expense of administrative personnel and services as required to support the shareholders of a specific class; (h) litigation or other legal expenses and audit or other accounting expenses relating to a specific class; (i) Board Members’ fees incurred as a result of issues relating to a specific class; and (j) shareholder or Board Members’ meeting costs that relate to a specific class. All expenses described in clauses (a) through (j) of this paragraph may be allocated as Class Expenses, but only if the Fund’s President and Treasurer have determined, subject to review by the Fund’s Board of Trustees, which expenses will be treated as Class Expenses, consistent with applicable legal principles under the 1940 Act and the Internal Revenue Code of 1986, as amended.

 

       In the event that a particular expense is no longer reasonably allocable by class or to a particular class, it shall be treated as a Fund Expense or Series Expense, and in the event a Fund Expense or Series Expense becomes allocable at a different level, including as a Class Expense, it shall be so allocated, subject to compliance with Rule 18f-3 and to approval (or ratification) by the Board of Trustees.

 

Any changes in the categories of expenses that will be allocated as Class Expenses shall be submitted for approval (or ratification) by the Board of Trustees, including a majority of the Board Members who are not “interested persons” of the Fund, as defined in the 1940 Act (the “Independent Board Members”). Any changes to such expense allocation shall be set forth in a schedule as amended from time to time and approved (or ratified) by the Board of Trustees, including a majority of the Independent Board Members, which schedule shall form a part of this Plan.

 

3.       Class C shares will automatically convert to Class A shares of the same Series at the relative net asset values of the two classes no later than the end of the month in which the eighth anniversary of the date of purchase occurs (or such earlier date as the Trustees of the Fund may authorize), provided that the relevant Series or the financial intermediary through which the shareholder purchased such Class C shares has records verifying the completion of the eight-year aging period. Class C shares issued upon reinvestment of income and capital gain dividends and other distributions will be converted to Class A shares on a pro rata basis with the Class C shares. For purposes of calculating the time period remaining on the conversion of Class C shares to Class A shares, Class C shares received on exchange retain their original purchase date. No sales charges or other charges will apply to any such conversion.

 

4.       Any conversion of shares of one class to shares of another class is subject to the continuing availability of a ruling of the Internal Revenue Service or an opinion of counsel to the effect that the conversion of shares should not constitute a taxable event under federal income tax law. Any such conversion may be suspended if such a ruling or opinion is no longer available.

 

5.       To the extent exchanges are permitted, shares of any class of the Series (except for Class T shares) will be exchangeable with shares of the same class of another series, with shares of a different class of the Series (provided that the shareholder requesting the intra-Series exchange meets the eligibility requirements of the class into which such shareholder seeks to exchange, subject to the discretion of DDI), or with money market fund shares as described in the applicable prospectus. Exchanges will comply with all applicable provisions of Rule 11a-3 under the 1940 Act. Class T shares will have no exchange privileges.

 

6.       Dividends paid by the Series as to each class of its shares, to the extent any dividends are paid, will be calculated in the same manner, at the same time, on the same day, and will be in the same amount, except that any distribution fees, service fees, or administrative services fees and Class Expenses allocated to a class will be borne exclusively by that class.

 

7.       Any distribution arrangement of the Fund, including distribution fees, front-end sales loads and CDSCs, will comply with Financial Industry Regulatory Authority, Inc. Rule 2341.

 

8.       All material amendments to this Plan must be approved by a majority of the members of the Fund’s Board, including a majority of the Independent Board Members.

 

The Board of Trustees, including a majority of the Independent Board Members, has approved the Plan based on a determination that the Plan, including the expense allocation, is in the best interests of each class, each Series and the Fund. Their determination was based on their review of information furnished to them which they deemed reasonably necessary and sufficient to evaluate the Plan.

 

Dated: May 10, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

Exhibit (p)(1)

 

 

 

 

 

Table of Contents

 

 

 

0.   KEY DATA	4
1.   OVERVIEW	6
2.   DEFINED TERMS	7
3.   GENERAL RULE	10
4.   REPORTING REQUIREMENTS	11
A.   Initial Personal Securities Holdings and Trading Accounts Disclosures	11
B.   Quarterly Transaction Reports	12
C.   Annual Holdings and Trading Accounts Reports	12
5.   PRE-CLEARANCE REQUIREMENTS	12
6.   RESTRICTIONS	14
A.   General	14
B.   Specific Blackout Period Restrictions	14
C.   Initial Public Offerings (“IPOs”)	16
D.   Short-Term Trading and Holding Period Requirement	16
E.   Short Sales and Put Options	16
F.   DWS Restricted List	16
G.   Private Investment Transactions	17
7.   WRITTEN ACKNOWLEDGEMENT	17
8.   COMPLIANCE OVERSIGHT	18
A.   DWS Compliance Oversight	18
B.   DWS’s Consequence Management Standards	18
C.   Reports of Violations	18
9.   INTERPRETATIONS AND EXCEPTIONS	19
10.   ASSOCIATED POLICIES	19
11.   AUTHORITATIVE GUIDANCE	19
12.   List of Appendicies and Attachments	20
APPENDIX A	21
APPENDIX B	22
APPENDIX C	25
APPENDIX D	28

 

 

 

 

 

0.

Key Data

 

Summary

The Global Code of Ethics – DWS Group (the “Code”) sets forth the specialized rules for personal trading and investment of all Access Persons (as defined below) and seeks to prevent actual or potential conflicts of interest or any abuse of an individual’s position to our clients.

 

Document category Egory
Group Policy	☐	Non-Group Policy	☒
Group Procedure	☐	Non-Group Procedure	☐

 

Applicability
DB Group	☐	Restricted to	DWS Group / Global

 

Issuing unit

Compliance

 

Risk type

Supervisory Arrangements

 

Risk type authorisation
(i)      Risk type control function, as per DB Group’s risk type taxonomy; and / or	☒
(ii)      Approval by the relevant risk type controller / RTC contact / issuing unit	☐
(iii)     Management Board resolution	☐
(iv)     Business allocation plan of DB AG	☐

 

Addressees

The Code applies to the following DWS entities: ·         DWS Investment Management Americas, Inc. (“DIMA”) ·         RREEF America, L.L.C. (“RREEF”) ·         DWS Distributors Inc. (“DDI”) ·         DWS International GmbH ·         DWS Alternatives Global Limited ·         DWS Investments Hong Kong Limited ·         DWS Investments Australia Limited ·         DBX Advisors LLC   This Code may also apply to individuals deemed by DWS Compliance to be Access Persons but who do not work for a DWS Entity.

 

Management Board approval Not applicable to DWS

☐

Date of approval

dd.mm.yyyy

 

Implementation date

Upon publication.

 

 

 

1.

OVERVIEW

 

DWS’s Values and Beliefs

 

DWS has established a clear set of values and beliefs which lie at the core of what we do – Integrity, Sustainable Performance, Client Centricity, Innovation, Discipline and Partnership. These values guide our behavior with clients, with each other, with our shareholders and with the communities we serve. They define the type of institution DWS aspires to be. Each of the values rests on a set of beliefs which set out how we seek to conduct ourselves as we live our values and reflects our own history, the interests of our stakeholders and the changing environment in which we operate.

 

Risk Culture

 

With these guiding values, DWS has defined and embedded a set of risk culture behaviors that align with those values. These behaviors, listed below, operationalize DWS’s values enhancing its corporate governance through a strong risk management culture and establishing DWS’s expectations that all employees take a holistic approach to managing risk and return and effectively managing DWS’s risk, capital and reputation. These behaviors include:

 

·

Being fully responsible for managing and mitigating DWS’s risks.

·

Being rigorous, forward looking, and comprehensive in the assessment of risk.

·

Reporting to DWS Compliance behaviors inconsistent with our risk culture.

·

Identifying and mitigating conflicts of interests.

·

Troubleshooting collectively.

·

Placing both clients’ best interest and DWS’s reputation at the heart of all decisions.

 

The Code

 

The Global Code of Ethics – DWS Group (the “Code”) sets forth the specialized rules for personal trading and investment of all Access Persons (as defined below) and seeks to prevent actual or potential conflicts of interest or any abuse of an individual’s position to our clients.

 

The Code applies to the following DWS entities:

·

DWS Investment Management Americas, Inc. (“DIMA”)

·

RREEF America, L.L.C. (“RREEF”)

·

DWS Distributors Inc. (“DDI”)

·

DWS International GmbH

·

DWS Alternatives Global Limited

·

DWS Investments Hong Kong Limited

·

DWS Investments Australia Limited

·

DBX Advisors LLC (each a “DWS Entity” and collectively, the “DWS Entities”)

 

This Code may also apply to individuals deemed by DWS Compliance to be Access Persons but who do not work for a DWS Entity.

 

For purposes of this Code, all DWS Employees and Contingent Workers of DIMA, RREEF, DBX Advisors LLC, DBX Strategic Advisers LLC, and DDI are “Access Persons.” For the avoidance of doubt, all DWS Employees and Contingent Workers in the US are “Access Persons.” Each Chief Compliance Officer of DWS International GmbH, DWS Alternatives Global Limited, DWS Investments Hong Kong Limited, and DWS Investments Australia Limited shall identify, and maintain a list of, DWS Employees or Contingent Workers who are Access Persons under this Code.¹

 

In addition to the Code, you should also review and comply with the requirements of the associated policies set forth in Section 10 – Associated Policies. For access to the policies and procedures, see the Deutsche Bank AG (“DB”) Policy Portal.

 

¹ The Board of Directors/Trustees (the “Board”) of the DWS Funds, DBX Funds, and Germany Funds have adopted a separate code of ethics that applies to the members of the Boards.

 

 

 

 

 

Together, this Code, and other associated policies in Section 10 underscore DWS’s commitment that we will act with fairness, decency and integrity, put our clients’ interests before any other interests, adhere to the highest standards of ethics and comply with the U.S. federal securities laws. The success of this commitment depends on the conduct of each of us.

 

Any questions relating to the Code should be directed to DWS Compliance.

 

 

2.

DEFINED TERMS

 

The following capitalized terms used throughout the Code shall have the following meaning:

 

Term	Definition
A.    Access Person	“Access Person” shall include individuals who are “access persons” under Rule 17j-1 of the Investment Company Act of 1940, as amended and Rule 204A-1 of the Investment Advisers Act of 1940, as amended, and shall include:   (i)    A DWS Employee who, in the normal conduct of his/her job responsibilities, has access (or are likely to be perceived to have access) to nonpublic information regarding any Advisory Client’s purchase or sale of Securities or nonpublic information regarding the portfolio holdings of any reportable fund; (ii)   A DWS Employee who is involved in making securities recommendations to advisory clients, or has access to such recommendations before they are public; (iii)  Any officer or director of each DWS Entity; (iv)  Any officer of an Investment Company advised or sub-advised by a DWS Entity; or (v)   Any other individual determined by DWS Compliance.   For purposes of the Code, all DWS Employees and Contingent Workers of DIMA, RREEF, DBX Advisors LLC, DBX Strategic Advisers LLC, and DDI are “Access Persons.” For the avoidance of doubt, all DWS Employees and Contingent Workers in the US are “Access Persons.”   The Chief Compliance Officers of DWS International GmbH, DWS Alternatives Global Limited, DWS Investments Hong Kong Limited, and DWS Investments Australia Limited shall identify, and maintain a list of, DWS Employees or Contingent Workers who are Access Persons under this Code.
B.    Advisory Client	“Advisory Client” shall mean a U.S. client, including a U.S. Investment Company or U.S. institutional client, for which a DWS Entity provides investment advisory services as an investment adviser or sub-adviser.
C.    Beneficial Ownership	“Beneficial Ownership” as a general matter, shall mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in a Security. You are presumed to have a Beneficial Ownership interest in any security held directly or indirectly by you or a member of your Immediate Family (as defined below).   Some examples may include:   ·     You are named as having power of attorney on a Trading Account through any contract, arrangement, understanding, or otherwise; ·     You own partnership interests in a partnership or limited company;  ·     You have or share investment control over a corporation’s investment portfolio; or

 

 

 

 

Term	Definition

	·   You have investment control over a trust’s investments.   As a technical matter, the term “Beneficial Ownership” for purposes of this Code will be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, in determining whether a person has beneficial ownership of a Security.
D.    Contingent Workers	“Contingent Workers” shall mean individuals working at or for a DWS Entity who are not directly employed by such DWS Entity.
E.    Discretionary Managed Account	“Discretionary Managed Account” shall mean a Trading Account where (A) the investment making decision has been delegated to an independent third-party investment manager or financial institution by means of a written agreement, (B) the third-party investment manager or financial institution maintains full discretionary control over the Trading Account, and (C) the DWS Employee and a person with Beneficial Ownership may not direct or influence any activity in the Trading Account.
F.    DWS Compliance	“DWS Compliance” shall mean the designated compliance officer contact assigned to support a specific business line.
G.    DWS Employee	“DWS Employee” shall include all employees of the DWS Entities. For avoidance of doubt, DWS Employee includes individuals who are seconded into a DWS Entity, but employed by an affiliated entity.
H.    Immediate Family	“Immediate Family” shall mean any of the following persons who share the same household with you: your spouse, partner, any child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including any adoptive relationships. Any questions relating to whether a person shares the same household with you should be directed to DWS Compliance.   For the avoidance of doubt, this includes, but is not limited to, children in college or others for whom you are financial responsible.
I.      Initial Coin Offerings (“ICOs”) and Initial Exchange Offerings (“IEOs”)	“Initial Coin Offerings” or token sales are offerings of new digital assets to raise capital or participate in investment opportunities. In an ICO, a company offers digital tokens to potential investors to fund a certain project or platform, and distributes the token via a blockchain network.   “Initial Exchange Offerings” are offerings of digital assets (e.g., coins or tokens) to raise capital that are offered directly by online trading platforms on behalf of companies to provide immediate trading opportunities for the digital assets.
J.     Investment Company	“Investment Company” is a company that issues securities that represent an undivided interest in the net assets held by the company. This includes such companies, and their series, that are registered under the Investment Company Act of 1940, as amended, or similar non-U.S. regulatory regime. These companies may be structured as open end or closed end companies and may be offered at a share price equal to their net asset value or on an exchange based on market prices.

 

 

 

Term	Definition

K.    Investment Personnel	“Investment Personnel” shall mean any Access Person who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities for Advisory Clients or any natural person who controls the Investment Company or DWS Entity and who obtains information concerning recommendations made to the Investment Company regarding the purchase or sale of securities by such Investment Company.   Generally, this will include Portfolio Managers, Traders, Research Analysts (including other DWS Employees who work directly with these individuals in an assistant capacity) and others as may be determined by DWS Compliance.   As those responsible for making investment decisions (or participating in such decisions) for Advisory Clients, Investment Personnel occupy a comparatively sensitive position, and thus, additional rules outlined in this Code apply to these Access Persons.
L.    Private Investment Transaction	“Private Investment Transaction” shall mean a transaction in a Security that is not listed on any exchange and is generally not available to the public. It includes subscribing to or purchasing interest, of any kind, in a hedge fund, private equity fund, other unlisted funds, a privately held company, private investment partnership, or industrial/commercial property or any direct investment in someone else’s business, starting one’s own business, and investing capital in a business of any sort.
M.   Security or Securities	“Security or Securities” shall mean any security or securities as defined in Section 2(a)(36) of the Investment Company Act of 1940, as amended, or Section 202(a)(18) of the Investment Advisers Act of 1940, as amended, but shall not include:   (i)    Direct obligations of the Government of the United States and any debt obligations of the national governments included in the G10; (ii)   Bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements; (iii)  Shares issued by an open-end Investment Company, except for an open-end Investment Company for which a DWS Entity or an affiliate acts as investment adviser, sub-adviser or principal underwriter (e.g., Investmentfond-Anteile); and (iv)  Shares issued by unit investment trusts that are invested exclusively in one or more open-end Investment Companies, none of which are advised by a DWS Entity or an affiliate (e.g., Dachfond).   A Security will generally include, but not be limited to, equity or debt securities, DWS open-end Investment Companies, closed-end Investment Companies, exchange traded products, including exchange traded funds (ETFs), hedge funds, private funds, or other unregistered investment fund securities, derivatives (such as options, warrants, futures, and swaps,) American Depository Receipts (“ADRs”), Global Depository Receipts (“GDRs”), commodities, securities indices, and municipal bonds and similar instruments.

 

 

 

 

Term	Definition
	Any questions relating to the definition of Securities should be directed to DWS Compliance.
N.    Trading Account	“Trading Account” shall mean any banking, investment or other account through which an Access Person has, direct or indirect, Beneficial Ownership of securities, excluding investments in 529 Plans (college savings plans) where products do not include any advised by a DWS Entity.

 

 

3.

GENERAL RULE

 

In conducting our activities, we must also be cognizant of our fiduciary obligations. We will, in varying degrees, participate in or be aware of fiduciary and investment services provided to Advisory Clients. As a fiduciary, we have an obligation to adhere to the highest standards of conduct and integrity and act solely in the best interest of our clients. Accordingly, we must place the interest of our clients first and avoid transactions, internal or external business activities, and relationships that might interfere or appear to interfere with making decisions in the best interests of such clients and conduct all personal securities transactions in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility. If a conflict of interest arises, it must be managed promptly, appropriately, and in the best interests of our clients. We will at all times conduct ourselves with integrity and distinction, putting the interests of our clients first and beyond all others.

 

It is your duty to conduct all activities in a manner that is consistent with all applicable laws and regulations, including the U.S. Federal Securities Laws, which include the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers and any rules and/or regulations adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

 

You must promptly report to your Supervisor or DWS Compliance any suspected violation(s) of DWS policy, including this Code, or any illegal conduct.

 

The General Scope

 

While the restrictions in the Code apply only to an individual who is an Access Persons of a DWS Entity, the general principles underlying the Code apply to all DWS Employees and Contingent Workers as detailed in Deutsche Bank’s Code of Conduct (Code of Conduct – DB Group). The purpose of this Code is to ensure that, in connection with your personal trading, you do not violate any U.S. Federal Securities Laws.

 

You must report violations of one or more provisions contained within the Code to the Chief Compliance Officer(s) (or designee) or DWS Compliance senior management, and if you do not do so, you may be deemed in violation of this Code. The Chief Compliance Officer(s) (or designee) and DWS Compliance senior management will receive periodic reports of all violations of the Code. You should refer to the Raising Concerns (including Whistleblowing Policy) – Deutsche Bank Group for your responsibilities to report violations of U.S. Federal Securities Laws.

 

If you violate the Code, you may be subject to disciplinary actions, including but not limited to the issuance of a Red Flag, disgorging profits, suspending trading, terminating employment, and being subject to regulatory sanctions and fines. Please refer to Section 8 of the Code for additional information².

 

 

² In Germany, the Red Flag process is limited to senior executives (“leitende Angestellte”).

 

 

 

 

 

4.

REPORTING REQUIREMENTS

 

As an Access Person, you are required to make certain disclosures relating to Trading Accounts and Securities for which you have a Beneficial Ownership, to the extent permitted by local laws. Below are details of the reporting requirements applicable to all Access Persons of a DWS Entity.

 

A.

Initial Personal Securities Holdings and Trading Accounts Disclosures

 

All Access Persons are required to disclose all Trading Accounts along with applicable holdings in Securities no later than ten (10) calendar days after an individual becomes an Access Person. The information submitted must be current within 45 days prior to the date the individual becomes an Access Person. The information must include:

 

i.

The title and type of security, and as applicable the exchange ticker symbol or CUSIP number3, number of shares, or principal amount of each Security in which the Access Person has any direct or indirect Beneficial Ownership when the person became an Access Person; and

ii.

The name of any broker, dealer or bank with whom the Access Person maintained a Trading Account in which any securities (including open-end Investment Companies) were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

iii.

The date that the report is submitted by the Access Person.

 

Access Persons that do not have any Beneficial Ownership in securities (including open-end Investment Companies) will be required to attest to that effect.

 

Access Persons in the U.S. must report all Securities held in Trading Accounts via the Employee Compliance System (“ECS”). All other Access Persons must complete the attached Initial Personal Securities Holdings Disclosure form attached as Appendix B.

 

(i) Designated Brokers.

 

All Access Persons must also disclose their Trading Accounts in the Employee Trade Request Application (“ETRA”)⁴. In general, Access Persons must maintain new Trading Accounts with a Designated Broker (provided below).

 

DWS Entities in the U.S. require that Access Persons maintain their Trading Accounts with a Designated Broker. See the link below for a list of Designated Brokers.

 

https://mydb.intranet.db.com/docs/DOC-347942

 

New Access Persons must complete the transfer of all Trading Accounts to a Designated Broker within 60 days of the start of employment, unless an exception is granted by DWS Compliance.

 

Exceptions to the Designated Broker requirement may be given on a case by case basis. Exceptions, include but are not limited to, approved Discretionary Managed Accounts or where a member of an Access Person’s Immediate Family is employed by another financial institution with its own conflicting Designated Broker requirement. If an exception is granted for a Trading Account or to not be maintained with a Designated Broker, the Access Person must provide or arrange for duplicate account statements and confirmations be automatically provided.

 

Please Note: Trading Accounts that are a U.S. 529 Plan (college savings plans) where the investment options are only limited to Investment Companies, excluding plans offering products where a DWS Entity or an affiliate acts as investment adviser, sub-adviser or principal underwriter, do not need to be reported.

 

 

 

³ DWS Compliance considers the ISIN an equivalent uniform identifier to the CUSIP when obtaining holdings reports for Access Persons who are outside of North America.

⁴ ETRA is scheduled to be decommissioned in 2021 and will be replaced by Global Employee Compliance Collective (“GECCo”).

 

 

 

 

 

 

B.

Quarterly Transaction Reports

 

All Access Persons must submit a quarterly transaction report no later than 30 calendar days after the end of the calendar quarter. The information in the report shall contain the following information with respect to any transaction during the quarter in a Security within a Trading Account:

 

i.

The date of the transaction, the title, and as applicable the exchange ticker symbol or ISIN/CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved;

ii.

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

iii.

The price of the Security at which the transaction was effected;

iv.

The name of the broker, dealer or bank with or through which the transaction was effected; and

v.

The date the Access Person submits the report.

 

Access Persons that do not have any transactions in Securities in a particular quarter will be required to attest that they did not have any such transactions for the respective quarter.

 

In addition, all Access Persons must report with respect to any Trading Account open during the quarter:

 

·

The name of the broker, dealer or bank where the Access Person established the Trading Account;

·

The date the Trading Account was established; and

·

The date that the report is submitted by the Access Person.

 

Access Persons in the U.S. must complete the quarterly transaction report for all transactions in Securities during the prior calendar quarter via ECS. All other Access Persons must complete the attached Quarterly Transaction Report form attached as Appendix C.

 

All quarterly transaction reports will be reviewed to ensure compliance with the Code in accordance with applicable procedures.

 

C.

Annual Holdings and Trading Accounts Reports

 

Annually, all Access Person must submit a report that includes all Trading Accounts and all applicable holdings in Securities. The information submitted must be current within forty-five (45) calendar days of the report date. The information must include:

 

i.

The title and type of security, and as applicable the exchange ticker symbol or ISIN/CUSIP number, number of shares, and principal amount of each Security in which the Access Person has any direct or indirect Beneficial Ownership; and

ii.

The name of any broker, dealer or bank with whom the Access Person maintained a Trading Account in which any securities (including open-end Investment Companies) were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

iii.

The date that the report is submitted by the Access Person.

 

Access Persons that do not have any Beneficial Ownership in securities (including open-end Investment Companies) will be required to attest to that effect.

 

Access Persons in the U.S. must complete the annual holdings report via ECS. All other Access Persons must complete the attached Annual Personal Securities Holdings Disclosure form attached as Appendix D.

 

All annual holdings reports will be reviewed to ensure compliance with the Code in accordance with applicable procedures.

 

 

5.

PRE-CLEARANCE REQUIREMENTS

 

All Access Persons must pre-clear transactions (e.g., purchases, sales, and gifting) in any Security (as defined above) prior to execution in a Trading Account. Access Persons must enter pre-clearance requests via ETRA and, for Private

 

 

 

Investment Transactions only, via GECCo, which will process such request. ETRA and GECCo are available via the dbnetwork.

 

Approvals are valid only for the day granted. If an approved transaction in a Security is not executed on the same day that the approval is granted, you must repeat the pre-clearance process before executing the transaction the next day. Good Till Cancelled (“GTC”) orders, limit orders, or any other carry-over orders are NOT permitted.

 

In addition to the exclusions from the definition of Security above, the following transactions are exempted from the pre-clearance requirement:

 

·

Transactions in disclosed and approved Discretionary Managed Accounts;

 

·

DWS open-end Investment Companies;

·

Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities;

 

·

Purchases of Securities through an employer sponsored share purchase plan, such as the DB or DWS Group Global Stock Purchase Plan (“GSPP”) (or similar plans), and the receipt of shares, rights, or options (including the exercise of options or other conversions to shares) from an employer as compensation. (All sales of such Securities received through employer sponsored share purchase plans or as compensation must be precleared);

 

·

Receipt of underlying equity, including where the equity is provided net of tax, the transfer of equity received to another disclosed account, or election to receive cash or notional value rather than shares at the time of vesting through a deferred compensation scheme/plan (including the exercise of Stock Appreciation Rights);

 

·

Selling or purchasing rights solely to round the award to a complete share;

 

·

Purchases and sales of currencies transactions in digital or crypto currencies and assets, however, transactions in digital or crypto currencies and assets during an ICO or IEO would be subject to pre-clearance. Additionally, any derivative or futures-related transactions in digital or crypto currencies and assets would be subject to pre-clearance. Please note that mining digital or crypto currencies and assets using personal equipment or as a business must be pre-cleared as a Private Investment Transaction or Outside Business Interest. Mining digital or crypto currencies and assets using DWS equipment is strictly prohibited;

 

·

Cash commodities where the Access Person accepts physical delivery;

 

·

Transfers from one Trading Account to another Trading Account of the same Access Person, provided that the second Trading Account has been disclosed in accordance with the Code;

 

·

Securities purchased under a program in which regular periodic purchases are made automatically in Trading Accounts in accordance with a predetermined schedule and allocation (e.g. issuer sponsored DRIPs). Additional or occasional purchases outside of the program and all sales of shares would be subject to pre-clearance;

 

·

Participating or receiving Securities in conjunction with tender offers. Subsequent sales of Securities must be pre-cleared and will be subject to the short-term trading and holding period requirements describe above;

 

·

Collective investment schemes that are not exchanged traded products;

 

·

Shares sold in accordance to a Rule 10b5-1 Plan. Please note that any Rule 10b5-1 Plan must be disclosed (including a copy of the Rule 10b5-1 Plan) to DWS Compliance before being established, unless the Rule 10b5-1 Plan was established prior to employment at DWS; and

 

·

Cash management vehicles, such as money market Investment Companies.

 

 

 

6.

RESTRICTIONS

 

Access Persons must ensure conflicts or the appearance of conflicts are identified, mitigated and managed, between their duties and responsibilities to our Advisory Clients and their personal investment activities. Technical compliance with the Code will not automatically insulate any transaction in any Trading Accounts from scrutiny that indicates an abuse of your fiduciary duties or that creates an appearance of such abuse.

 

In situations where a conflict is created by a personal transaction, whether that conflict be actual, potential, or perceived, the Access Person may be required to exit the position. New Access Persons with a conflicted position may be required to exit the position(s) or transfer the position to a Discretionary Managed Account.

 

Note that violations of these restrictions may result in a Red Flag and/or other disciplinary actions, including but not limited to, disgorging profits, suspending trading, terminating employment, and being subject to regulatory sanctions and fines. Please refer to Section 8 for additional information⁵.

 

A.

General

 

(i)

The Basic Policy: Access Persons have a personal obligation to conduct transactions in Securities lawfully and in a manner that avoids actual, perceived, or potential conflicts between their own interests and the interests of DWS and Advisory Clients. Access Persons must carefully consider the nature of their responsibilities – and the type of information that he or she might be deemed to possess in light of any particular securities transaction – before engaging in that transaction;

 

(ii)

Material Nonpublic Information (“MNPI”)/Price Sensitive Information (“PSI”): An Access Person who is in possession of or believes he or she is in possession of MNPI/PSI about or affecting Securities or the Security’s issuer must promptly notify DWS Compliance (and no one else, including any other DWS Employee). Such Access Persons are prohibited from buying or selling such Securities or advising any other person to buy or sell such Securities;

 

See also the Information Security Principles – DB Group and the Information Barriers – DWS Group.

 

(iii)

Firm and Departmental Restricted Lists: Access Persons are not permitted to buy or sell any Securities that are included on the DWS Restricted List (available at https://gromit.intranet.db.com/rlweb/rl/overview.jsp?view=companies or can be accessed from the intranet home page under Useful Links\Compliance) and/or other applicable restricted lists for a DWS Entity. See “DWS Restricted List” below; and

 

(iv)

Front-Running/Piggybacking: Access Persons are prohibited from buying or selling Securities or other instruments in their Trading Accounts so as to benefit from the Access Person’s knowledge of the DWS Entity’s, an investment company’s or other client’s trading positions, plans or strategies, or forthcoming research recommendations.

 

B.

Specific Blackout Period Restrictions

 

(i)

SAME-DAY RULE: Access Persons shall not knowingly or otherwise effect the purchase or sale of a Security in their Trading Accounts on a day during which any Advisory Client has an open “buy” or “sell” order for the same Security, until that order is withdrawn or fully executed;

 

(ii)

5-DAY RULE:

a)

Investment Personnel shall not purchase or sell a Security in their Trading Accounts within five calendar days before or five calendar days after the same Security (i) is traded (or contemplated to be traded) for an Advisory Client account with which the individual is associated; or (ii) is added to/deleted from or has its weighting changed in a model portfolio; and

 

 

⁵ In Germany, the Red Flag process is limited to senior executives (“leitende Angestellte”).

 

 

 

 

b)

Access Persons who have real time access to Fixed Income and/or Equity global research, shall not purchase or sell a Security in their Trading Accounts within five calendar days before or five calendar days after the same Security: (i) has its internal rating upgraded or downgraded; or (ii) has research coverage initiated.

 

(iii)

Deutsche Bank and DWS Issued Securities:

During certain times of the year, Access Persons are prohibited from conducting transactions in equity and debt securities of Deutsche Bank AG and DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Compliance generally imposes these “blackout” periods around the fiscal reporting of corporate earnings. Blackouts typically begin three days prior to the expected quarterly or annual earnings announcement and end after earnings are released publicly. Additional restricted periods may be required for certain individuals and events, and DWS Compliance will announce when such additional restricted periods are in effect. Additionally, Access Persons are prohibited from short selling (e.g., selling a security that is not held in your Trading Account) or trading in options or derivatives with a DB or DWS Group security as an underlying instrument. (Transactions in DB and/or DWS Group securities are also subject to local requirements.)

 

(iv)

Exceptions to Blackout Periods (above items i and ii only): The following transactions in Securities are exempt from the Same Day Rule and 5-Day Rule noted above:

 

·

Purchases or sales of 500 shares or less of the equity Securities of issuers in the Stoxx 50, Eurostoxx 50, DAX, MIB 30, CAC 40, Ibex 35, AEX, ATX, SMI, FTSE 100, ASX 50, and S&P 500 Indices;

 

·

Transactions in Discretionary Managed Accounts;

 

·

Securities purchased under a program in which automatic purchases are made in Trading Accounts in accordance with a predetermined schedule and allocation (e.g. issuer sponsored Dividend Reinvestment Plan (“DRIPs”)), but excluding any purchases outside of the program (However, the sale of such Securities will be subject to the Blackout Periods above.);

 

·

To the extent acquired from the issuer, Securities acquired upon the exercise of rights issued to holders of a class of such Securities (However, the sale of such Securities will be subject to the Blackout Periods above.);

 

·

Currency (Excluding ICOs and IEOs);

 

·

Securities purchased through an employer sponsored share purchase plan, such as the Deutsche Bank or DWS GSPP (or similar plans), and the receipt of shares, rights, or options (including the exercise of options or other conversions to shares) from an employer as compensation (However, the sale of such Securities will be subject to the Blackout Periods above.); and

 

·

Securities bought or sold in accordance to a Rule 10b5-1 Plan6 or similar pre-established, written trading contract or plan that expressly specifies the amount, price, and date to buy or sell a security7. This written plan or contract must instruct another person to purchase or sell the Security for the instructing person’s account and not permit the Access Person to exercise any subsequent influence over how, when, or whether to effect sales, provided that any other person exercising such influence must not be aware of any MNPI/PSI when doing so.

 

 

 

 

⁶ When a contract, instruction or plan is relied upon under this rule, it must meet detailed criteria set forth in Rule 10b5-1(c)(1)(i)(B) and (C).

⁷ The SEC has expressed its view about the concept of trading “on the basis of” material, non-public information in Rule 10b5-1. Under Rule 10b5-1, and subject to the affirmative defenses contained in the rule, a purchase or sale of a security of an issuer is “on the basis” of material non-public information about that security or issuer if the person making the purchase or sale was aware of the material, non-public information when the person made the purchase or sale. A person’s purchase or sale is not “on the basis of” material, non-public information if he or she demonstrates that before becoming aware of the information, the person had entered into a binding contract to purchase or sell the security, instructed another person to purchase or sell the security for the instructing person’s account, or adopted a written plan for trading securities.

 

 

 

 

 

 

C.

Initial Public Offerings (“IPOs”)

 

Access Persons are prohibited from purchasing or subscribing for Securities pursuant to an initial public offering or limited offering. This prohibition applies even if DB or DWS Group (or any affiliate) has no underwriting role and/or is not involved with the distribution.

 

D.

Short-Term Trading and Holding Period Requirement

 

Access Persons must always conduct their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies that are consistent with their financial resources and objectives. DWS generally discourages personal short-term trading strategies, and Access Persons are cautioned that such personal short term trading strategies may inherently carry a higher risk of regulatory scrutiny. In any event, excessive or inappropriate trading that interferes with job performance or compromises the duty that DWS owes its Advisory Clients and shareholders is not appropriate and will not be tolerated.

 

Access Persons are prohibited from purchasing and selling any Securities within any 30 calendar day period. The 30 calendar day period is calculated using the Last In, First Out (“LIFO”) basis (e.g. any additional purchases in the same security would start the 30 calendar day period over). Requirements under the holding period may be waived in exceptional circumstances by DWS Compliance.

 

The following are exempted from this restriction:

 

·

Securities purchased under a program in which automatic purchases are made in Trading Accounts in accordance with a predetermined schedule and allocation (e.g. issuer sponsored DRIPs and Periodic Purchase Plans/Automatic Investment Plans for open-end Investment Companies advised by DWS). Additional or occasional purchases of Securities outside of the program would be subject to the 30 calendar day short-term trading requirement;

 

·

To the extent acquired from the issuer, Securities acquired upon the automatic exercise of rights issued to holders of a class of Securities;

 

·

Purchases of Securities through an employer sponsored share purchase plan, such as the Deutsche Bank or DWS GSPP (or similar plans), and the receipt of shares, rights, or options (including the exercise of options or other conversions to shares) from an employer as compensation;

 

·

Securities purchased or sold in accordance to a Rule 10b5-1 Plan or similar pre-established, written trading contract or plan; and

 

·

Cash management vehicles, such as money market Investment Companies.

 

E.

Short Sales and Put Options

 

Access Persons may not sell short any Security, including covered shorts (i.e. selling short “against the box”).

 

 

F.

DWS Restricted List

 

The DWS Restricted List is comprised of Securities in which the normal trading or recommending activity of DWS Group, including the personal trading of Access Persons, is prohibited or subject to specified restrictions (e.g., material, non-public information or price sensitive information).

 

(i)

All Access Persons are responsible for checking the DWS Restricted List prior to entering into any transaction, soliciting customer orders or issuing research. Failure to observe the requirements of the Restricted List is considered a serious disciplinary matter and may result in sanctions, which could include dismissal.

(ii)

The DWS Restricted List can be found at DWS Restricted List or can be accessed from the intranet home page under Useful Links\Compliance.

For additional information, please also see the Restricted List Policy – Global.

 

 

 

 

 

 

G.

Private Investment Transactions

 

Prior to effecting a Private Investment Transaction, such as subscribing to or purchasing interests of any kind in a private placement, privately held company, private investment partnership, or industrial/commercial property or other private interest, all Access Persons must first, in accordance with the Code, pre-clear the transaction and complete a conflicts of interest questionnaire. Approvals for Private Investment Transactions are good for 30 calendar days. Additional time may be granted by DWS Compliance.

 

(i)

DB or DWS-Sponsored Private Placements, Private Investment Partnerships and Other Private Interests

 

Access Person investments or transactions (including liquidations) in DB or DWS private products raises special concerns regarding the potential for conflicts of interest or the appearance of conflicts. In addition, pursuant to the Volcker Rule, Access Persons may not invest in DB or DWS-sponsored private funds, that are exempt from the definition of “investment company” under Section 3(c)(1) or 3(c)(7) (“Related Covered Funds”), except for any Access Person who is directly providing investment advisory or other services to the fund. Accordingly, transactions in such Securities must be reported to and approved in advance via GECCo. DWS Compliance is responsible for reviewing and assessing an Access Person’s requested trades in Related Covered Funds. Access Persons should not proceed with any such investments until they have obtained approval.

 

 

7.

WRITTEN ACKOWLEDGEMENT

 

Upon commencement of your employment, becoming an Access Person, or the effective date of this Code, whichever occurs later, and upon any material amendments to the Code, all Access Persons will be required to acknowledge in writing receipt of a copy of the Code by submitting an attestation via the Global Attestation platform or via the attached Code of Ethics Acknowledgement form attached as Appendix A. By that acknowledgement, you will also agree:

 

·

To read the Code, to make a reasonable effort to understand its provisions and that you have had the opportunity to ask questions to DWS Compliance;

·

To comply with the Code, as amended or updated, including its general principles, its reporting requirements, its prohibitions, its preclearance requirements, its short-term trading and holding period requirements and blackout periods;

·

To advise the members of your Immediate Family about the existence of the Code, its applicability to their personal transactions in Securities and your responsibility to assure that their personal transactions in Securities comply with the Code, to the extent permitted by local laws; and

·

To cooperate fully with any review or inquiry by or on behalf of the Chief Compliance Officer (or designee) to determine your compliance with the provisions of the Code.

 

In addition, your acknowledgement will recognize that any failure to comply with the Code and to honor the commitments made by your acknowledgement may result in disciplinary actions, including Red Flags or dismissal.

 

(i)

Annual Attestation:

 

All Access Persons are required to attest in writing on an annual basis, via the Global Attestation platform that they have complied with each provision of your initial acknowledgment (see above). In particular, the annual certification will require that Access Persons certify that they have read and understood the Code, that they recognize that they are subject to its provisions, that they have complied with the requirements of the Code during the period to which it applies, and that they have disclosed, reported, or caused to be reported all transactions required to be disclosed or reported pursuant to the requirements of the Code and that they have disclosed, reported or caused to be reported all Trading Accounts in which they have a Beneficial Ownership interest. In addition, all Access Persons will be required to confirm the accuracy of the Trading Accounts and Security records.

 

All Access Persons must also acknowledge receipt of any amendments made to the Code if a determination is made by DWS Compliance that such acknowledgement should occur prior to the next annual acknowledgement.

 

 

 

8.

COMPLIANCE OVERSIGHT

 

A.

DWS Compliance Oversight

 

DWS has engaged DB to administer, monitor and report on violations of the requirements set forth in the Code. DB’s Employee Compliance team is generally responsible for administering a pre-clearance system for all Access Persons in accordance with the requirements of the Code, collecting and reviewing the reports and attestations required under the Code and identifying and reporting to DWS Compliance with respect to (i) all violations and (ii) actions taken to address such violations based on DWS’s Consequence Management Standards (see below). Please note that in some regions outside of the US, it is DWS Compliance’s responsibility to administer, monitor, and report with respect to certain requirements set forth in the Code.

 

DB Employee Compliance is responsible for escalating any issues that fall outside of DWS’s Consequence Management Standards to the Chief Compliance Officer(s) (or his or her designee) for the respective DWS Entity. The Chief Compliance Officer(s) (or his or her designee) for each DWS Entity will be responsible for providing oversight of DB Employee Compliance and its administration of the Code. DB Employee Compliance will provide reporting, no less frequently than monthly, of all violations of the Code to the Chief Compliance Officer(s) (or his or her designee) for each DWS Entity.

 

Access Persons may contact DWS Compliance with any interpretation questions relating to the Code by sending an email to:

 

[email protected]

 

B.

DWS’s Consequence Management Standards

 

The sanctions recommended by the Chief Compliance Officer may, to the extent permitted by local regulations, include, but not be limited to, written breaches of policy, issuance of Red Flags, full or partial disgorgement of profits, consideration of such violation during year-end performance and discretionary compensation review, imposition of a penalty, censure, trading suspension, or dismissal. As part of any sanction, (e.g., for violation of the Code’s restrictions on short-term trading and holding period requirements or trading during blackout periods), Access Persons may be required to reverse or unwind a transaction and to forfeit any profit or to absorb any loss from the transaction. If a transaction in a Security cannot be reversed or unwound, you may be required to disgorge any profits associated with the transaction, which profits will be distributed in a manner prescribed by the respective DWS Entity in the exercise of its discretion. Profits derived from transactions in Securities in violation of the Code may not be offset by any losses from other transactions. In certain circumstances, the Chief Compliance Officer will escalate matters to DWS Anti-Financial Crime Investigations (“DWS AFCI”) for an independent investigation. The details of this framework can be found in DWS’s Global Code of Ethics Consequence Management Standards.

 

The Red Flags process is an integral part of DWS’s global Risk Culture initiatives, aimed at embedding a strong Risk Culture across the Firm. This includes making sure the Firm only rewards the right behaviors. Access Person personal account dealing is one of the categories that will be measured for compliance. An Access Person’s Red Flags data will therefore be considered as one of the criteria during performance management, compensation and promotion decisions. Any Access Person who violates the Code may be subject to disciplinary actions, including the issuance of a Red Flag or possible termination of employment⁸. Additionally, violations of the Code are reported to Business Management no less than monthly. Finally, violations and suspected violations of criminal laws will be reported to the appropriate authorities as required by applicable laws and regulations. Additional information regarding the Red Flags Program can be found at the following link:

 

https://mydb.intranet.db.com/groups/red-flags

 

C.

Reports of Violations

 

In a timely manner, typically monthly, but not less frequently than quarterly, any known violations of the Code by an Access Person will be reported, as appropriate, to the Risk & Control Committee, regional operating

 

 

⁸ In Germany, the Red Flag process is limited to senior executives (“leitende Angestellte”).

 

 

 

 

 

committees, DWS Funds Board, DBX Funds Board, and Germany Funds Board along with the sanctions imposed in response to the violation.

 

On at least an annual basis, the DWS Funds Board, DBX Funds Board, and Germany Funds Board will each be presented with an annual report that, at a minimum:

 

(i)

Summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year;

(ii)

Identifies any violations requiring significant sanctions during the past year;

(iii)

Identifies any recommended changes in existing restrictions or procedures based on evolving industry practices or developments in applicable laws or regulations; and

(iv)

Includes certifications from the Fund, investment advisers, and principal underwriter, stating that each entity has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

 

 

9.

INTERPRETATIONS AND EXCEPTIONS

 

The Chief Compliance Officer(s) (or his or her designee), in their discretion, may grant case-by-case exceptions to any of the requirements, restrictions, or prohibitions, except that the Chief Compliance Officer(s) (or his or her designee) may not exempt any transaction in a Security from the Code’s reporting requirements. Exemptions from the Code’s pre-clearance requirements and from the Code’s restrictions on Short-Term Trading and trading during Blackout Periods will require a determination by the Chief Compliance Officer(s) (or his or her designee) that the exempted transaction does not involve a realistic possibility of violating the general principles described in this Code. An application for a case-by-case exemption, in accordance with this paragraph, should be made in writing to the Chief Compliance Officer (or his or her designee).

 

 

10.

ASSOCIATED POLICIES

 

The following policies provide additional guidance to the Code. DWS Access Persons must also comply with the requirements of the following policies.

 

• Code of Conduct – DB Group
• CCF Risk Categories Global Requirements MaComp – Written Supervisory Procedures – DWS Global
• Gifts, Entertainment and Business Events Policy – DB Group
• Information Barriers Policy - DWS Group
• Anti-Bribery and Corruption Policy – DB Group
• Personal Account Dealing Policy – DB Group
• Information Security Principles – DB Group
• Restricted List Policy – DB Group
• Outside Business Interests Policy – Deutsche Bank Group
• Raising Concerns (including Whistleblowing Policy) – Deutsche Bank Group
• Market Conduct Policy – Deutsche Bank Group
• Conflicts of Interest Policy – DWS Group

 

 

11.

AUTHORITATIVE GUIDANCE

 

• Section 10(b) of, and Rule 10b-5 under the Securities Exchange Act of 1934 (15 USC § 78j and 17 CFR § 240.10b-5)
• Section 204A of, and Rule 204A-1 under the Investment Advisers Act of 1940 (15 USC § 80b-4a and 17 CFR § 275.204A-1)
• Section 206 of the Investment Advisers Act of 1940
• Section 17(j) of, and Rule 17j-1 under the Investment Company Act of 1940 (15 USC § 80a-17 and 17 CFR § 270.17j-1)
• FINRA Rule 3210
• European Market Abuse Regulation
• Fund Manager Code of Conduct (Securities and Futures Commission – Hong Kong)

 

 

• Gramm-Leach-Bliley Act

 

 

12.

List of Appendicies and Attachments

 

Appendix A – Code of Ethics Acknowledgement

Appendix B – Initial Personal Securities Holdings Disclosure

Appendix C – Quarterly Transaction Report

Appendix D – Annual Personal Securities Holdings Disclosure

 

APPENDIX A

 

Code of Ethics Acknowledgement

 

I hereby certify that:

 

·

I have received, read, made a reasonable effort to understand the provisions of the Global Code of Ethics – DWS Group (“the Code”) and have had the opportunity to ask questions to DWS Compliance about the Code;

·

I will comply with the Code, as amended or updated, including its general principles, its reporting requirements, its prohibitions, its preclearance requirements, its short-term trading and holding period requirements and blackout periods;

·

I will advise the members of my Immediate Family about the existence of the Code, its applicability to their personal transactions in Securities and my responsibility to assure that their personal transactions in Securities comply with the Code; and

·

I will cooperate fully with any review or inquiry by or on behalf of the Chief Compliance Officer (or designee) to determine my compliance with the provisions of the Code.

 

In addition, pursuant to the requirements of the Code, I have reported all of my personal transactions requiring quarterly disclosure and all of my personal securities holdings requiring initial and annual disclosure. I recognize that any failure to comply with the Code and to honor the commitments made by my acknowledgement herein may result in disciplinary actions, including Red Flags or dismissal.

 

 

Print Name:

___________________________________________________

 

 

Signature:

___________________________________________________

 

 

 

Date:

________________________

 

 

 

 

 

APPENDIX B

 

INITIAL PERSONAL SECURITIES HOLDINGS DISCLOSURE

 

Name in print (Legal & Preferred):	Department:
Date of Report:

 

This information must be submitted within 10 days of you becoming an Access Person in order to comply with the Global Code of Ethics – DWS Group (the “Code”) requirements.

This disclosure must include all Securities held within your Trading Accounts, as defined in the Code, including exchange traded funds (ETFs).

*Trading Accounts shall mean any banking, investment or other account through which an Access Person has, direct or indirect, Beneficial Ownership of Securities (e.g., accounts for which the DWS Employee has power of attorney), which may include accounts of members of an Access Person’s Immediate Family sharing the same household that hold respective securities.

 

*Securities shall mean any security or securities as defined in Section 2(a)(36) of the Investment Company Act of 1940, as amended, and Section 202(a)(18) of the Investment Advisers Act of 1940, as amended. A Security will generally include, but not be limited to, equity or debt securities, DWS open-end Investment Companies, closed-end Investment Companies, exchange traded products, including exchange traded Investment Companies, hedge funds, private funds, unregistered investments, derivatives (such as options, warrants, futures, and swaps,) American Depository Receipts, Global Depository Receipts, commodities, securities indices, and municipal bonds and similar instruments.

Not all securities are reportable. You do not need to include the following:

·

Direct obligations of the Government of the United States and any debt obligations of the national governments included in the G10;

·

Bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements;

·

Shares issued by an open-end Investment Company, except for an open-end Investment Company for which a DWS Entity or an affiliate acts as investment adviser, sub-adviser or principal underwriter; and

·

Shares issued by unit investment trusts that are invested exclusively in one or more open-end Investment Companies, none of which are advised by a DWS Entity or an affiliate.

All Access Persons are required to immediately disclose their Trading Accounts in the Employee Trading Request Application (“ETRA”). This disclosure requirement is separate and distinct from the requirement to complete this form.

New Access Persons will receive via email a new joiner attestation, which will include instructions on how to disclose their brokerage account information. If you do not receive this e-mail, please contact the DB Employee Compliance team at one of the email addresses below.

 

 

☐  I certify that I have reported all Trading Accounts and have reportable Securities holdings and I have provided DB Employee Compliance with current (dated within 45 days) account statements and have not disclosed outside DWS any information related to DWS client accounts.

 

☐ I do not maintain any Trading Accounts or any reportable Securities holdings as of my effective date of hire or transfer and have not disclosed outside DWS any information related to DWS client accounts.

 

 

 

__________________________	__________________________
Signature	Date

 

 

Send your completed form or any questions to:

 

DB Employee Compliance Email:

 

[email protected] (Germany)

[email protected] (Hong Kong)

[email protected] (UK)

 

 

 

 

 

  

 

Initial Holdings Report

 

Name in print (Legal & Preferred):		Department:
Date of Report:    DD/MMM/YYYY

 

As of Date	Security Name	Security Type	ISIN / CUSIP / Ticker Symbol	Number of Shares	Principal Amount	Broker Name / Account No.

 

 

 

 

  

APPENDIX C

Quarterly Transaction Report

 

Name in print (Legal & Preferred):	Department:
Date of Report:

Compliance is required to maintain a register of all Trading Accounts and Securities held by Access Persons and Investment Personnel under the Code of Ethics – DWS Group (the “Code”), which is the DWS policy outlining the U.S. regulatory requirements for U.S. registered investment advisers.

This Quarterly Transaction Report must be submitted by all Access Persons/ Investment Personnel on a quarterly basis within 30 days from each quarter end. Please refer to the Code and the relevant procedures for a full explanation of reporting requirements on personal transactions.

Please check the appropriate boxes below and provide relevant information. Please note that even if you have not opened any new Trading Accounts as defined by the Code nor executed any reportable transaction during the quarter, you must check the appropriate boxes in 1 and 2 below.

*Trading Accounts shall mean any banking, investment or other account through which an Access Person has, direct or indirect, Beneficial Ownership of Securities (e.g., accounts for which the DWS Employee has power of attorney), which may include accounts of members of an Access Person’s Immediate Family sharing the same household that hold respective securities.

*Securities shall mean any security or securities as defined in Section 2(a)(36) of the Investment Company Act of 1940, as amended, and Section 202(a)(18) of the Investment Advisers Act of 1940, as amended. A Security will generally include, but not be limited to, equity or debt securities, DWS open-end Investment Companies, closed-end Investment Companies, exchange traded products, including exchange traded Investment Companies, hedge funds, private funds, unregistered investments, derivatives (such as options, warrants, futures, and swaps,) American Depository Receipts, Global Depository Receipts, commodities, securities indices, and municipal bonds and similar instruments.

Not all securities are reportable. You do not need to include the following:

·

Direct obligations of the Government of the United States and any debt obligations of the national governments included in the G10;

·

Bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements;

·

Shares issued by an open-end Investment Company, except for an open-end Investment Company for which a DWS Entity or an affiliate acts as investment adviser, sub-adviser or principal underwriter; and

·

Shares issued by unit investment trusts that are invested exclusively in one or more open-end Investment Companies, none of which are advised by a DWS Entity or an affiliate.

Additionally, trading in Discretionary Managed Accounts (i.e., accounts where the Access Person exercises no discretion in relation to the management of the account or selection of underlying investments);

 

1.

Trading Accounts (tick one and report detail)

 

I have not opened any new Trading Accounts during the quarter. €

 

I opened a new Trading Account(s) during the quarter (details are listed below). €

 

 

 

Name of Broker	Account Holder Name	Account No.	Relationship w/ Access Person

 

2.

Reportable Securities (tick one and report detail, as applicable)

 

I have not opened any new Employee or Related Party Accounts during the Quarter

and have not disclosed outside DWS any information related to DWS client accounts.     €

 

I newly opened new Employee or Related Party Account(s) during the Quarter as follows

and have not disclosed outside DWS any information related to DWS client accounts. €

 

PLEASE ATTACH A COPY OF THE RESPECTIVE BROKER STATEMENT(S) / COPY CONTRACT NOTE(S) OR FILL IN THE INFORMATION IN THE TABLE ON THE NEXT PAGE.

 

By signing this form, I confirm that I have not disclosed outside DWS any information related to DWS client accounts.

 

 

__________________________	__________________________
Signature	Date

 

Send your completed form or any questions to:

 

DB Employee Compliance Email:

 

[email protected] (Germany)

[email protected] (Hong Kong)

[email protected] (UK)

 

 

 

Quarterly Transaction Report

 

 

Name in print (Legal & Preferred):		Department:
Date of Report:    DD/MMM/YYYY

 

Transaction Date	Security Name	ISIN / CUSIP / Ticker Symbol	Number of Shares	Nature of Transaction (Buy, Sell, etc.)	Price	Principal Amount	Interest Rate (if applicable)	Maturity (if applicable)	Broker Name / Account No.	Pre-cleared in ETRA?

 

 

APPENDIX D

 

ANNUAL PERSONAL SECURITIES HOLDINGS

DISCLOSURE

 

Name in print (Legal & Preferred):	Department:
Date:

DWS requires Access Persons to provide an Annual Personal Securities Holdings Disclosure once each year. The information submitted must be current within forty-five (45) calendar days of the report date.

This disclosure must include all Securities held within your Trading Accounts, as defined in the Code of Ethics – DWS Group, including exchange traded funds (ETFs).

*Trading Accounts shall mean any banking, investment or other account through which an Access Person has, direct or indirect, Beneficial Ownership of Securities (e.g., accounts for which the DWS Employee has power of attorney), which may include accounts of members of an Access Person’s Immediate Family sharing the same household that hold respective securities.

*Securities shall mean any security or securities as defined in Section 2(a)(36) of the Investment Company Act of 1940, as amended, and Section 202(a)(18) of the Investment Advisers Act of 1940, as amended. A Security will generally include, but not be limited to, equity or debt securities, closed-end Investment Companies, exchange traded products, including exchange traded Investment Companies, hedge funds, private funds, unregistered investments, derivatives (such as options, warrants, futures, and swaps,) American Depository Receipts (“ADRs”), Global Depository Receipts (“GDRs”), commodities, securities indices, and municipal bonds and similar instruments.

Not all securities are reportable. You do not need to include the following:

·

Direct obligations of the Government of the United States and any debt obligations of the national governments included in the G10;

·

Bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements;

·

Shares issued by an open-end Investment Company, except for an open-end Investment Company for which a DWS Entity or an affiliate acts as investment adviser, sub-adviser or principal underwriter; and

·

Shares issued by unit investment trusts that are invested exclusively in one or more open-end Investment Companies, none of which are advised by a DWS Entity or an affiliate.

 

Report on Holdings in Reportable Securities

 

☐   I certify that I have reported all Trading Accounts and have reportable Securities holdings and I have attached hereto are current (dated within 45 days) account statements and have not disclosed outside DWS any information related to DWS client accounts.

 

☐  I do not maintain any Trading Accounts or any reportable Securities holdings as of the report date and have not disclosed outside DWS any information related to DWS client accounts.

 

 

__________________________	__________________________
Signature	Date

 

 

 

 

Send your completed form or any questions to:

 

DB Employee Compliance Email:

 

[email protected] (Germany)

[email protected] (Hong Kong)

[email protected] (UK)

 

 

 

 

 

 

 

Annual Holdings Report

 

 

Name in print (Legal & Preferred):		Department:
Date of Report:    DD/MMM/YYYY

 

As of Date	Security Name	Security Type	ISIN / CUSIP / Ticker Symbol	Number of Shares	Principal Amount	Broker Name / Account No.

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 28

Exhibit (p)(2)

 

 

 

DWS Funds and Germany Funds

Code of Ethics

Last reviewed July 2021

 

I.

General

 

While affirming its confidence in the integrity and good faith of all of its officers and directors (references to a “director” apply to a trustee if the Fund is a business trust), the Fund recognizes that the knowledge of present or future portfolio transactions and/or, in certain instances, the power to influence portfolio transactions which may be possessed by certain of its officers or directors, could place such individuals, if they engage in personal securities transactions, in a position where their personal interests may conflict with that of the Fund. In view of this and of the provisions of Rule 17j-1(b) under the Investment Company Act of 1940, as amended (“1940 Act”), the Fund has determined to adopt this Code of Ethics (the “Code”) to specify and prohibit certain types of personal securities transactions that may create conflicts of interest and to establish reporting requirements and enforcement procedures.

 

This Code is divided into six parts. The first part contains definitions. The second part contains provisions applicable to any officer, director, trustee or employee of the Funds, Adviser, Sub-Advisers or Distributor. The third part contains provisions applicable to any officer, director, trustee or employee of the Funds, Adviser, Sub-Advisers or Distributor, but excluding Distributor employees and other employees who do not make investment recommendations. The fourth part contains provisions applicable to the Adviser, Sub-Adviser, and Distributor. The fifth part contains provisions relating to the review of reports. The final part contains record-keeping and other provisions.

 

The Adviser imposes stringent reporting requirements and restrictions on the personal securities transactions of its personnel. The Fund has determined that the high standards established by the Adviser may be appropriately applied by the Fund to its officers and those of its directors who are affiliated with the Adviser and, accordingly, may have frequent opportunities for knowledge of and, in some cases, influence over Fund portfolio transactions.

 

All parts of the Code of Ethics – DWS Group are hereby incorporated by reference as the “Adviser’s Code of Ethics” applicable to officers and directors of the Fund who are officers, directors or employees of DWS or an affiliate thereof.

 

Rule 17j-1 (c)(1)(ii) requires that a majority of the board of directors, including a majority of the independent directors, must approve the written Code.

 

II.

Definitions

 

For purposes of this Code, the following terms have the meanings set forth as follows:

 

A.

“Access Person” means:

 

1.

All of a Fund's directors, officers, and general partners, and any Advisory Person of a Fund or of a Fund's Adviser or Sub-Adviser. If an investment adviser's primary business is advising Funds or other advisory clients, all of the investment adviser's directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser.

 

a)

If an investment adviser is primarily engaged in a business or businesses other than advising Funds or other advisory clients, the term Access Person

means any director, officer, general partner or Advisory Person of the investment adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Covered Securities being made by the investment adviser to any Fund.

 

b)

An investment adviser is "primarily engaged in a business or businesses other than advising Funds or other advisory clients" if, for each of its most recent three fiscal years or for the period of time since its organization, whichever is less, the investment adviser derived, on an unconsolidated basis, more than 50 percent of its total sales and revenues and more than 50 percent of its income (or loss), before income taxes and extraordinary items, from the other business or businesses.

2.

Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Securities.

 

B.

“Adviser” means DWS Investment Management Americas, Inc. or, in the case of the Germany Funds, DWS International GmbH.

 

C.

“Advisory Person” is:

 

1.

any employee, director, general partner, (or any company in a controlled relationship to the Fund or Adviser or Sub-Adviser), trustee or officer of a Fund, Adviser or Sub-Adviser who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the Purchase or Sale of a Security by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

 

2.

any natural person in a Control relationship to a Fund, Adviser or Sub-Adviser who obtains information concerning recommendations made to the Fund with regard to the Purchase or Sale of a Security by the Fund.

 

D.

“Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

 

E.

“Beneficial Ownership” of a Security is to be determined in the same manner as it is for purposes of Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. This means that a person should generally consider himself or herself the beneficial owner of any securities of which he or she shares in the profits, even if he or she has no influence on voting or disposition of the securities.

 

F.

“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. Section 2(a)(9) defines “control” as the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official

position with such company. Ownership of 25% or more of a company’s outstanding voting securities is presumed to give the holder thereof control over the company. Such presumption may be countered by the facts and circumstances of a given situation.

 

G.

“Covered Persons” means any officer, director, trustee or employee of the Funds, Adviser, Sub-Advisers or Distributor.

 

H.

“Derivative” means options, futures contracts, options on futures contracts, swaps, caps and the like, where the underlying instrument is a Security, a securities index, a financial indicator, or a precious metal.

 

I.

“Distributor” means DWS Distributors, Inc. for the DWS Funds (excluding closed-end funds) only.

 

J.

“Compliance Department” means the DWS Compliance Department and/or Deutsche Bank’s Employee Compliance Group.

 

K.

“Fund” means any fund overseen by any of the Board of Directors for any DWS Fund or Germany Fund.

 

L.

“Independent Director” means a director or trustee of a Fund who is not an “interested person” of the Fund within the meaning of Section 2 (a)(19) of the 1940 Act.

 

M.

“Investment Personnel” means:

 

1.

any employee of the Fund or Adviser or Sub-Adviser (or of any company in a control relationship to the Fund or Adviser or Sub-Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the Purchase or Sale of Securities by the Fund.

 

2.

any natural person who controls the Fund or Adviser and who obtains information concerning recommendations made to the Fund regarding the Purchase or Sale of Securities by the Fund.

 

N.

“Initial Public Offering” or “IPO” means an offering of securities registered under the Securities Act of 1933 [15 U.S.C. 77a], the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934 [15 U.S.C. 78m or 78o(d)].

 

O.

“Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) [15 U.S.C. 77d(2) or 77d(6)] or pursuant to rule 504, rule 505, or rule 506 [17 CFR 230.504, 230.505, or 230.506] under the Securities Act of 1933.

 

P.

“Purchase or Sale of a Security” means obtaining or disposing of “Beneficial Ownership” of that Security and includes, among other things, the writing of an option to purchase or sell a Security.

 

Q.

“Review Officer” means the person responsible for receiving and reviewing quarterly and annual reports submitted by the Independent Directors as designated on Appendices A, B and C, respectively.

 

R.

“Security” shall have the same meaning as that set forth in Section 2(a)(36) of the 1940 Act,

except that it shall not include direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (including repurchase agreements) and shares issued by registered, open-end investment companies not advised by DWS or its affiliates. The term “Security” includes any separate security which is convertible into, exchangeable for or which carries a right to purchase a security and also includes derivatives.

 

S.

“Sub-Adviser” means any registered investment adviser to any of the DWS Funds, to whom the Adviser delegates certain investment management responsibilities.

 

III.

General Principles Applicable to Covered Persons

 

A.

Introduction.

 

Although certain provisions of this Code apply only to Access Persons, all Covered Persons are subject to the prohibitions of Rule 17j-1 against fraudulent, deceptive and manipulative practices and to the general fiduciary principles as set forth in III.B., III.C., and III.D. below.

 

Every Covered Person should appreciate the need to behave in an ethical manner with respect to the Funds. In particular, all Covered Persons who are involved in any way with the activities of a Fund should be wary of any potential conflicts between their duty of loyalty to a Fund and their own financial interests, particularly with respect to their own securities trading activities. Covered Persons should take care to preserve the confidentiality of the Funds’ business affairs. Covered Persons who are not “Access Persons” but who become aware of proposed fund securities transactions should not engage in transactions in those same securities without the permission of the Chief Compliance Officer of the Fund (or his designee). Otherwise, Covered Persons who are not Access Persons are not limited in their personal securities transactions by this Code, but such Covered Persons are encouraged to consult with the Compliance Department if they have any doubts about the applicability of the Code to any proposed transaction.

 

B.

The provisions of this Code applies to Independent Directors or other Covered Persons who are not subject to the Adviser’s Code of Ethics.

 

C.

Statement of General Fiduciary Principles.

 

The following principles are the policy of the Fund and are the obligations of all Covered Persons:

 

1.

It is the duty of all Covered Persons at all times to place the interests of Fund shareholders first.

 

2.

All personal securities transactions must be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility.

 

3.

Covered Persons must not take inappropriate advantage of their positions or the information they acquire, with or on behalf of a Fund, Adviser, Sub-Adviser and/or Distributor, to the detriment of shareholders of the Fund.

 

D.

Fraudulent Practices.

 

Rule 17j-1(b) makes it unlawful for any Covered Person, in connection with the purchase or

sale, directly or indirectly, by the person of a Security held or to be acquired by the Fund, to:

 

1.

employ any device, scheme or artifice to defraud a Fund;

 

2.

make to a Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

 

3.

engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a Fund; or

 

4.

engage in any manipulative practice with respect to a Fund.

 

E.

Sanctions.

 

1.

If the Compliance Department finds that a violation has occurred, it shall impose upon the individual such sanctions as deemed appropriate and, if the violation or the sanction is deemed material, shall report the violation and the sanction imposed to the directors of the Fund. The sanctions that may be imposed hereunder include, without limitation, reversing the improper personal securities transaction and/or disgorging any profit realized, censure, imposition of restrictions on personal trading, fines, and/or termination of employment.

 

2.

No person shall participate in a determination of whether he/she has committed a violation of the Code or of the imposition of any sanction against himself/herself. If a securities transaction of a member of the Compliance Department is under consideration, the remaining members of the Compliance Department shall make the determination of whether a violation has occurred and any sanction.

 

IV.

Reporting Requirement for All Access Persons.

 

A.

Unless exempted by paragraph B of this section, every Access Person (other than a person covered by the Adviser’s Code of Ethics pursuant to Section V) of a Fund (other than a money market fund or a Fund that does not invest in Securities) and every Access Person of an investment adviser of or principal underwriter (other than a person covered by the Adviser’s Code of Ethics pursuant to Section V) for the Fund, must file the reports detailed in paragraphs C, D, and E of this section.

 

1.

Investments in IPOs and Private Placements.

 

Investment Personnel of a Fund or its Adviser are prohibited from purchasing or subscribing for Securities pursuant to an initial public offering. Prior to effecting a transaction in private Securities (i.e., Securities not requiring registration with the Securities and Exchange Commission and sold directly to the investor), all employees must first, in accordance with DWS policy, obtain the approval of his/her supervisor and then pre-clear the transaction with Employee Compliance, including completing the Conflicts Questionnaire. Any person who has previously purchased private Securities must disclose such purchases to the Compliance Department before he or she participates in a fund’s or an advisory client’s subsequent consideration of

an investment in the Securities of the same or a related issuer.

 

B.

Exemptions.

 

1.

A person need not make a report under paragraph A of this section with respect to transactions effected for, and Securities held in, any account over which the person has no direct or indirect influence or control.

 

2.

An Independent Director of the Fund who would be required to make a report solely by reason of being a Fund director, need not make:

 

a)

An Initial Holdings Report under paragraph C of this section and an Annual Holdings Report under paragraph D of this section; and

 

b)

A Quarterly Transaction Report under paragraph E of this section, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director's transaction in a Security, the Fund purchased or sold the Security, or the Fund or its investment adviser considered purchasing or selling the Security.

 

3.

All Access Persons shall not be required to make a quarterly transaction report under paragraph D of this section with respect to purchases that are part of an Automatic Investment Plan.

 

C.

Initial Holdings Reports. Within ten (10) days of commencing service as an Access Person, each Access Person must report all holdings of securities in which he/she has beneficial ownership (use Appendix B). These Access Persons must file such reports even if they have no holdings. The information in the initial holding report must be current to forty-five (45) days of the date the person becomes an Access Person. The initial holding report must include:

 

1.

The title, number of shares and principal amount of each Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

 

2.

The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

 

3.

The date that the report is submitted by the Access Person.

 

D.

Annual Holdings Reports. Annually, all Access Persons shall also submit an Annual Holdings Report which includes an acknowledgement of obligations under the Code (use Appendix C) within forty-five (45) days of such report being requested from an Access Person by the Review Officer or his/her alternate. The Annual Holdings Report must include:

 

1.

The title, number of shares and principal amount of each covered Security in which the Access Person had any direct or indirect beneficial ownership;

 

2.

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the

Access Person; and

 

3.

The date that the report is submitted by the Access Person.

 

E.

Quarterly Transaction Reports. Every quarterly transaction report shall indicate the date it was submitted and be made not later than thirty (30) days after the end of the calendar quarter in which the transaction to which the report relates was effected. Appendix B shall be used to report transactions required to be reported pursuant hereto. The quarterly transaction report must include:

 

1.

With respect to any transaction during the quarter in a covered Security in which the Access Person had any direct or indirect beneficial ownership:

 

a)

The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each covered Security involved;

 

b)

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

 

c)

The price of the covered Security at which the transaction was effected;

 

d)

The name of the broker, dealer or bank with or through which the transaction was effected; and

 

e)

The date that the report is submitted by the Access Person.

 

2.

With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

 

a)

The name of the broker, dealer or bank with whom the Access Person established the account;

 

b)

The date the account was established; and

 

c)

The date that the report is submitted by the Access Person.

 

V.

Requirements Applicable to Adviser, Sub-Adviser, and Distributor.

 

A.

The requirements of this Code are not applicable to any Covered Person or Access Person to the Fund who is subject to the Adviser’s Code of Ethics adopted by an Adviser, Sub-Adviser, or Distributor of the Fund (as such terms are defined in Appendix A), provided that:

 

1.

such Adviser’s Code of Ethics complies with the requirements of Rule 17j-1 and has been approved by the Board of Directors/Trustees of the Fund; and

 

2.

such Adviser, Sub-Adviser, or Distributor has certified to the Board of Directors/Trustees of the Fund that it has adopted procedures reasonably necessary to prevent Access Persons from violating such Adviser’s Code of Ethics.

 

B.

Each Adviser, Sub-Adviser, and Distributor shall:

 

1.

submit to the Fund a copy of the Adviser’s Code of Ethics adopted pursuant to Rule

17j-1;

 

2.

promptly report to the Fund in writing any material amendments to such Adviser’s Code of Ethics;

 

3.

furnish to the Fund upon request (and in any event no less than quarterly) written reports which:

 

a)

describe any issues arising under the Adviser’s Code of Ethics or procedures during the period specified including (but not limited to) information about material violations of the Adviser’s Code of Ethics or procedures and sanctions imposed in response to material violations; and

 

b)

certify that it has adopted procedures reasonably necessary to prevent an Access Persons from violating the Adviser’s Code of Ethics.

 

C.

Exception for Distributor.

 

Pursuant to Rule 17j-1; the requirements set forth in V.A. and V.B. do not apply to the Distributor unless:

 

1.

the Distributor is an affiliated person of the Fund or of the Fund’s investment adviser; or

 

2.

an officer, director or general partner of the Distributor serves as an officer, director or general partner of the Fund or of the Fund’s investment adviser.

 

VI.

Review of Reports and Sanctions

 

A.

Review.

 

1.

The Review Officer shall compare the reported personal holdings and personal securities transactions with completed and contemplated portfolio transactions of the Fund to determine whether a violation of this Code may have occurred. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material.

 

2.

If the Review Officer determines that a violation of this Code has or may have occurred, he/she shall submit his/her written determination, together with the reports and any additional explanatory material provided by the individual to the Compliance Department, who shall make an independent determination of whether a violation has occurred.

 

3.

The Review Officer may appoint an alternate to act as Review Officer.

 

B.

Sanctions.

 

1.

Directors. If the Compliance Department determines that a violation of this Code has occurred by a Director, the Compliance Department shall so advise a committee consisting of the Independent Directors, other than the person whose transaction is under consideration, and shall provide the committee with the report, the record of pertinent actual or contemplated portfolio transactions of the Fund and any additional

material supplied by such person. The committee, at its option, shall either impose such sanction as it deems appropriate or refer the matter to the entire Board of Directors, which shall impose such sanctions as are deemed appropriate. The sanctions that may be imposed hereunder include, without limitation, reversing the improper personal securities transaction and/or disgorging any profit realized, censure, imposition of restrictions on personal trading and fines.

 

2.

Non-Directors. If the Compliance Department determines that a violation of this Code has occurred by any Access Person other than a Director, the procedures of the Adviser’s Code of Ethics or the relevant Sub-adviser’s Code of Ethics should be used.

 

VII.

Miscellaneous

 

A.

Annual Report.

 

The Review Officer or the Review Officer’s alternate shall report annually to the Board of Directors concerning issues arising under this Code or existing procedures and any material changes to those procedures, as well as any material violations and sanctions imposed during the past year which related to the Fund. Such report shall be in writing and include any certification required by law. Such report may be made jointly with the report provided by the Adviser pursuant to the Adviser’s Code of Ethics or, if made separately, need not duplicate information provided in the Adviser’s report.

 

B.

Records.

 

The Fund shall maintain records in the manner and to the extent set forth below, which records may be maintained on microfilm or such other medium permitted under Rule 31a-2(f) of the 1940 Act and shall be made available for examination by representatives of the Securities and Exchange Commission.

 

1.

A copy of this Code and any other Code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

 

2.

A record of any violation of such Code(s) and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

 

3.

A copy of each report made by an Access Person pursuant to such Code(s), including any information provided in lieu of such reports, shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made or the information is provided, the first two years in an easily accessible place;

 

4.

A list of all persons who are, or within the past five years have been, required to make reports pursuant to such Code(s) shall be maintained in an easily accessible place;

 

5.

A list of names of all persons who are, or within the past five years, have been responsible for reviewing any transaction or holdings reports filed pursuant to such code(s) shall be maintained in an easily accessible place; and

 

6.

A copy of each report made to the Board of Directors pursuant to such Code(s) shall be maintained for at least five (5) years after the end of the fiscal year in which it was

made, the first two (2) years in an easily accessible place.

 

C.

Amendments to the Code.

 

Any material amendments to this Code shall be approved by the Board of Directors of the Fund, including a majority of Independent Directors.

 

D.

Confidentiality.

 

All reports of securities transactions and any other information filed with the Fund pursuant to this Code shall be treated as confidential, except as otherwise provided herein.

 

E.

Interpretation of Provisions.

 

The Board of Directors may from time to time adopt such interpretations of this Code as it deems appropriate.

 

F.

Reports Are Not Admissions.

 

Any transaction or holdings report may contain a statement that the report shall not be construed as an admission by the person making such report that he/she has any direct or indirect beneficial ownership in the security to which the report relates.

 

APPENDIX A

 

QUARTERLY PERSONAL SECURTIES TRANSACTIONS REPORT FOR INDEPENDENT DIRECTORS

 

An Independent Director is required to complete this report ONLY if the Director knew or, in the ordinary course of fulfilling his/her official duties as a Fund Director or Trustee should have known, that during the 15-day period immediately before or after the director’s or trustee’s transaction, such Security is or was Purchased or Sold, or considered for Purchase or Sale, by a Fund. Reports are due within 30 calendar days after the end of the calendar quarter.*

 

Name of Reporting Person:                                                                                                                                                

 

Calendar Quarter Ended: _______________________________________________________________

 

Securities Transactions

 

Date of Transaction	Name of Issuer and Title of Security	CUSIP / Ticker Symbol	Number of Shares, Principal Amount, Maturity Date and Interest Rate (if applicable)	Type of Transaction	Price	Principal Amount	Name of Broker, Dealer or Bank Effecting Transaction	Disclaim Beneficial Ownership? (indicate by “X”)**	Broker Who Established Account	Date Account Established

 

I certify that I have included on this report all securities transactions required to be reported pursuant to the Code of Ethics.

 

__________________________________                                    ____________________________

Signature                                                                                         Date

 

Please return this form to: Scott Hogan via email at [email protected] or mail at DWS Compliance, 100 Summer Street, 8^th Floor, Boston, MA 02110, USA.

 

 

Questions should be directed to Scott Hogan at (617) 295-3986.

 

 

 

* This reporting requirement shall not be applicable to trading activity in passively managed index funds

** If you do not want this report to be construed as an admission that you have Beneficial Ownership of a particular security, please indicate this by marking an “X” in the box.

NOTE: Use additional forms if necessary to report all transactions.

 

SALES OR OTHER DISPOSITIONS

Security Type	Units	Ticker/ Cusip	Issuer/ Company	Trade Date	Price	Principal Amount	Broker/ Dealer/Bank(1)	Acct #	Interest Rate(2)	Maturity Date(2)	Gift/ AIP/NBI(3)

PURCHASES OR OTHER ACQUISITIONS

Security Type	Units	Ticker/ Cusip	Issuer/ Company	Trade Date	Price	Principal Amount	Broker/ Dealer/Bank(1)	Acct #	Interest Rate(2)	Maturity Date(2)	Gift/ AIP/NBI(3)

DID YOU ESTABLISH ANY INVESTMENT ACCOUNTS (I.E., BROKER/DEALER/BANK) THIS QUARTER? IF SO INSERT THE FOLLOWING

INFORMATION BELOW:

Name of Broker, Dealer or Bank where account was established                                                         

Account Number                                                                                                       

Date Account was opened                                                                                                        

FOOTNOTES

⁽¹⁾ If you have made a direct issuer trade (i.e. traded directly with the company) enter N/A in this column.

⁽²⁾ For Fixed Income securities only.

⁽³⁾ Indicate here if transaction is a Gift, Automatic Investment Plan (AIP), or No Beneficial Ownership (NBI-you claim that you do not have any direct or indirect beneficial ownership in such transactions).

APPENDIX B

 

PERSONAL SECURITIES HOLDINGS REPORT

 

 

Name____________________________________________ (print)

 

Return To:

Scott Hogan via email at [email protected] or mail at DWS Compliance, 100 Summer Street, 8^th Floor, Boston, MA 02110, USA

 

Symbol (or CUSIP)	Issuer/Company	Security Type	Principal Amt.	Number of Shares	Name of Broker/Dealer or Bank	Account Number	Name in which Security/Acct. is held

The undersigned does not by this report admit that he/she has any direct or indirect beneficial ownership in the securities listed.

□ I certify that the securities listed above and/or the holdings statements attached reflect all my reportable securities holdings as of a date not earlier than 45 days prior to the date of my submission of this Report.

□ I currently have no reportable securities holdings to report.

 

Not all securities are required to be reported. Please see Section II.S. for a definition of reportable securities.

 

_________________________ ___________

Signature                            Date

APPENDIX C

 

Return Completed Form to: Scott Hogan via email at [email protected] or mail at DWS Compliance, 100 Summer Street, 8^th Floor, Boston, MA 02110, USA.

 

Annual Holdings Under the Code

 

___________________________________________

Name (print clearly)

 

I.CODE OF ETHICS

 

I understand that my signature below means that I have read/reread and understand the Code. Further, I have reported all personal holdings and transactions required to be reported pursuant to the requirements of the Code and have complied with the provisions of the Code applicable to me over the past year and will continue to comply with such provisions.

 

II.CHECK THE APPROPRIATE STATEMENTS:

 

(a)       [ ] I am an Affiliated Director:

(b)       [ ] I am an Unaffiliated but not an Independent Director:

 

(1) The following is a complete list of all broker, dealer or bank accounts that contain holdings wherein I have beneficial ownership:

 

Account Number	Broker Name

 

and

 

(2) [ ] I have arranged for provision of a complete report of all my holdings information in the form of duplicate account statements for all of my covered accounts. (Only those securities meeting the definition set in Section II.Q. need to be reported); or

 

(3) [ ] I have not arranged for provision of all of my holdings, so I have submitted a supplemental report of all current holdings concurrently herewith (Use Appendix B to list additional holdings not on file).

 

 

_______________________________________                                      _________________

Signature                                                                                                  Date

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Robin Hunden of Hunden Partners Honored With Jeffrey D. Fisher Real Estate Legacy Award From Indiana University’s Kelley School of Business
• BCG Announces Collaborations with NASA and USRA to Launch a Generative Artificial Intelligence Lab for Science and Engineering
• PickleRage Makes a Racket in Glen Burnie with New Indoor Pickleball Club Opening Soon