UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-06041

The Central and Eastern Europe Fund, Inc.

(Exact Name of Registrant as Specified in Charter)

875 Third Avenue

New York, NY 10022-6225

(Address of Principal Executive Offices) (Zip Code)

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

Diane Kenneally

100 Summer Street

Boston, MA 02110

(Name and Address of Agent for Service)

Date of fiscal year end:	10/31
Date of reporting period:	10/31/2024

Item 1.	Reports to Stockholders.
	(a)

October

31,

2024

Annual

Report

to

Shareholders

The

Central

and

Eastern

Europe

Fund,

Inc.

Ticker

Symbol:

CEE

Contents

2

The

Central

and

Eastern

Europe

Fund,

Inc.

The

brand

DWS

represents

DWS

Group

GmbH

&

Co.

KGaA

and

any

of

its

subsidiaries

such

as

DWS

Distributors,

Inc.

which

offers

investment

products

or

DWS

Investment

Management

Americas,

Inc.

and

RREEF

America

L.L.C.

which

offer

advisory

services.

NOT

FDIC/NCUA

INSURED

NO

BANK

GUARANTEE

MAY

LOSE

VALUE

NOT

A

DEPOSIT

NOT

INSURED

BY

ANY

FEDERAL

GOVERNMENT

AGENCY

4

Letter

to

the

Shareholders

10

Performance

Summary

12

Schedule

of

Investments

18

Statement

of

Assets

and

Liabilities

19

Statement

of

Operations

20

Statements

of

Changes

in

Net

Assets

21

Financial

Highlights

23

Notes

to

Financial

Statements

32

Report

of

Independent

Registered

Public

Accounting

Firm

34

Tax

Information

34

Shares

Repurchased

and

Issued

35

Report

of

Annual

Meeting

of

Stockholders

36

Voluntary

Cash

Purchase

Program

and

Dividend

Reinvestment

Plan

41

Approval

of

Continuance

of

Investment

Advisory

Agreement

47

Investment

Objective,

Investment

Policies

and

Principal

Risks

57

Directors

and

Officers

of

the

Fund

63

Additional

Information

The

Central

and

Eastern

Europe

Fund,

Inc.

3

The

Central

and

Eastern

Europe

Fund,

Inc.

(“the

Fund”)

seeks

long-term

capital

appreciation

through

investment

primarily

in

equity

and

equity-linked

securities

of

issuers

domiciled

in

Central

and

Eastern

Europe.

Investments

in

funds

involve

risks,

including

the

loss

of

principal.

The

shares

of

most

closed-end

funds,

including

the

Fund,

are

not

continuously

offered.

Once

issued,

shares

of

closed-end

funds

are

bought

and

sold

in

the

open

market.

Shares

of

closed-end

funds

frequently

trade

at

a

discount

to

net

asset

value.

The

price

of

the

Fund’s

shares

is

determined

by

a

number

of

factors,

several

of

which

are

beyond

the

control

of

the

Fund.

Therefore,

the

Fund

cannot

predict

whether

its

shares

will

trade

at,

below,

or

above

net

asset

value.

Investing

in

foreign

securities

presents

certain

risks,

such

as

currency

fluctuations,

political

and

economic

changes,

and

market

risks.

Emerging

markets

tend

to

be

more

volatile

and

less

liquid

than

the

markets

of

more

mature

economies,

and

generally

have

less

diverse

and

less

mature

economic

structures

and

less

stable

political

systems

than

those

of

developed

countries.

Any

fund

that

focuses

in

a

particular

segment

of

the

market

or

region

of

the

world

will

generally

be

more

volatile

than

a

fund

that

invests

more

broadly.

This

Fund

is

non-diversified

for

purposes

of

the

Investment

Company

Act

of

1940,

and

can

take

larger

positions

in

fewer

issuers,

increasing

its

potential

risk.

The

United

States,

the

European

Union,

the

United

Kingdom

and

other

countries

have

imposed

sanctions

on

Russia,

Russian

companies,

and

Russian

individuals

in

response

to

actions

taken

by

Russia

in

recent

years,

including

its

February

2022

invasion

of

Ukraine

and

subsequent

activities.

In

turn

Russia

has

imposed

sanctions

on

Western

individuals,

businesses

and

products,

and

the

Russian

central

bank

has

taken

actions

that

have

effectively

frozen

most

investments

by

Western

entities,

including

the

Fund,

in

Russian

companies.

These

sanctions

have

adversely

affected

not

only

the

Russian

economy

but

also

the

economies

of

many

countries

in

Europe,

including

countries

in

Central

and

Eastern

Europe,

and

the

continuation

of

sanctions,

or

the

imposition

of

new

sanctions,

may

have

further

adverse

effects

on

Russian

and

European

economies.

As

previously

reported,

certain

of

the

Fund's

Russian

holdings

have

been

valued

at

zero

since

March

14,

2022

in

light

of

measures

adopted

by

the

Russian

Central

Bank

and

Government,

as

well

as

sanctions

implemented

by

the

United

States

and

other

countries

in

response

to

Russia's

invasion

of

Ukraine.

The

effects

of

the

sanctions

and

measures

adopted

by

the

Russian

Central

Bank

and

Government

are

far-reaching

and

include,

among

others,

the

freezing

of

certain

Russian

assets

held

by

entities,

such

as

the

Fund,

that

are

organized

in

countries

viewed

as

“unfriendly”

by

the

Russian

Government.

War,

terrorism,

sanctions,

economic

uncertainty,

trade

disputes,

public

health

crises,

natural

disasters,

climate

change

and

related

geopolitical

events

have

led

and,

in

the

future,

may

lead

to

significant

disruptions

in

U.S.

and

world

economies

and

markets,

which

may

lead

to

increased

market

volatility

and

may

have

significant

adverse

effects

on

the

Fund

and

its

investments.

In

the

case

of

the

Fund,

Russia’s

invasion

of

Ukraine

has

materially

adversely

affected,

and

may

continue

to

materially

adversely

affect,

the

value

and

liquidity

of

the

Fund’s

portfolio.

Letter

to

the

Shareholders

(Unaudited)

4

The

Central

and

Eastern

Europe

Fund,

Inc.

Dear

Shareholder,

For

its

most

recent

annual

period

ended

October

31,

2024,

the

Central

and

Eastern

Europe

Fund,

Inc.

(the

“Fund”)

posted

a

total

return

in

U.S.

dollars

(“USD”)

of

33.57%

based

on

net

asset

value

(“NAV”)

and

30.87%

based

on

market

price.

The

Fund’s

benchmark,

the

MSCI

Emerging

Markets

Eastern

Europe

Index,

returned

15.40%

during

the

same

period.

1

The

Fund

traded

at

an

average discount to

NAV

of

2.95%

for

the

period

in

review,

compared

with

an

average

premium

of

11.63%

for

the

same

period

a

year

earlier.

Performance

Discussion

With

the

removal

of

Russia

from

the

Fund's

benchmark

in

March

of

2022,

Poland

is

by

far

the

biggest

country

in

our

Central

and

Eastern

Europe

benchmark

investment

universe,

followed

by

Hungary

and

Czech

Republic.

All

three

markets

continued

to

rally

over

the

12-month

reporting

period

ending

October

31,

2024,

despite

the

ongoing

hostilities

in

Ukraine.

During

the

period,

the

Fund

successfully

disposed

of

certain

depository

receipts

for

Russian

securities,

which

were

previously

valued

at

zero,

helping

to

drive

much

of

the

Fund’s

outperformance

relative

to

the

Country

Breakdown

(As

a

%

of

Net

Assets)

10/31/24

10/31/23

Poland

62%

67%

Hungary

18%

17%

Netherlands

6%

—

Czech

Republic

4%

5%

Moldova

3%

4%

Austria

2%

2%

Portugal

2%

—

United

Kingdom

—

2%

Kazakhstan

0%

0%

France

0%

0%

Russia

0%

0%

Cash*

3%

3%

100%

100%

*

Includes

Cash

Equivalents

and

Other

Assets

and

Liabilities,

Net.

The

Central

and

Eastern

Europe

Fund,

Inc.

5

benchmark.

The

Fund’s

underlying

positioning

also

contributed

significantly

to

relative

performance.

In

country

terms,

positive

contributions

were

led

by

positioning

in

Poland

and

Austria,

most

notably

selections

within

diversified

banks

which

rallied

late

in

the

period.

An

underweight

to

the

Czech

Republic

weighed

on

performance.

Sentiment

with

respect

to

Poland

continued

to

benefit

from

last

fall’s

election

of

a

government

expected

to

pursue

policies

expected

to

be

significantly

more

market

friendly

and

supportive

of

the

European

Union

(EU)

framework.

Polish

banks

continued

to

be

the

strongest

driver

of

positive

returns

within

the

region.

The

Fund

has

a

fundamental

policy

of

not

concentrating

its

investments,

which

means

that

investment

into

any

single

industry

subsector

is

limited

to

a

maximum

of

25%

of

net

assets

subject

to

that

percentage

potentially

being

exceeded

due

solely

to

market

appreciation.

As

the

subsector

“Diversified

Banks”

constitutes

the

largest

weight

within

the

Fund’s

benchmark

at

well

over

25%

(approximately

46%

at

October 31,

2024),

the

Fund

is

structurally

underweight

the

subsector,

and

this

weighed

on

relative

performance

for

the

12

months.

In

terms

of

individual

securities,

an

underweight

to

Poland’s

third

largest

bank,

Santander

Bank

Polska

SA,**

highlighted

contributions.

Overweights

to

Erste

Group

Bank

AG

(2.2%),

an

Austrian

bank

and

one

of

the

largest

financial

services

providers

in

Central

and

Eastern

Europe,

and

Polish

bank

Alior

Bank

SA

(1.5%)

were

also

among

the

leading

contributors.

Outside

of

banking,

holdings

of

Orange

Polska

SA

(2.1%),

a

Polish

telecommunication

services

provider,

and

Hungary-based

Richter

Gedeon

Nyrt

(5.1%),

the

Sector

Diversification

(As

a

%

of

Equity

Securities)

10/31/24

10/31/23

Financials

35%

36%

Energy

13%

17%

Communication

Services

10%

4%

Consumer

Discretionary

10%

11%

Utilities

8%

8%

Consumer

Staples

7%

10%

Materials

6%

5%

Industrials

5%

4%

Health

Care

5%

5%

Real

Estate

1%

—

100%

100%

6

The

Central

and

Eastern

Europe

Fund,

Inc.

largest

pharmaceutical

company

in

Central

and

Eastern

Europe,

proved

beneficial.

On

the

downside,

an

overweight

to

Tauron

Polska

Energia

SA

(1.6%),

a

Polish

energy

holding

company

engaged

in

power

and

heat

generation

and

distribution

as

well

as

coal

mining,

was

the

most

significant

detractor

in

terms

of

individual

positions.

Underweights

to

Czech

energy

company

CEZ

AS

(2.5%),

Polish

copper

and

silver

miner

KGHM

Polska

Miedz

SA

(3.9%),

Hungarian

bank

OTP

Bank

Nyrt

(6.3%),

and

Polish

video

game

publisher

CD

Projekt

SA

(0.0%)

also

detracted.

Market

Outlook

Looking

ahead,

key

drivers

of

world

markets

will

likely

include

the

ultimate

efficacy

of

economic

support

measures

announced

in

September

by

the

Chinese

government

in

improving

China's

structural

growth

outlook

and

the

impact

of

the

U.S.

presidential

election

on

trade

policy

and

foreign

direct

investment

as

well

as

geopolitical

friction

points

including

Russia's

war

against

Ukraine.

While

there

is

the

potential

for

short-term

volatility,

the

underlying

outlook

for

the

region’s

largest

economies

remains

solid.

Regional

developments

Ten

Largest

Equity

Holdings

at

October

31,

2024

(59.3%

of

Net

Assets)

Country

Percent

1

.

Bank

Polska

Kasa

Opieki

SA

Poland

7.9%

2

.

ORLEN

SA

Poland

7.9%

3

.

Powszechny

Zaklad

Ubezpieczen

SA

Poland

7.7%

4

.

OTP

Bank

Nyrt

Hungary

6.3%

5

.

LPP

SA

Poland

6.1%

6

.

Nebius

Group

NV

Netherlands

5.

6

%

7

.

Richter

Gedeon

Nyrt

Hungary

5.1%

8

.

Powszechna

Kasa

Oszczednosci

Bank

Polski

SA

Poland

4.7%

9

.

MOL

Hungarian

Oil

&

Gas

PLC

Hungary

4.

1

%

10

.

KGHM

Polska

Miedz

SA

Poland

3.9%

Portfolio

holdings

and

characteristics

are

subject

to

change

and

not

indicative

of

future

portfolio

composition.

For

more

details

about

the

Fund’s

investments,

see

the

Schedule

of

Investments

commencing

on

page

12.

For

additional

information

about

the

Fund,

including

performance,

dividends,

presentations,

press

releases,

market

updates,

daily

NAV

and

shareholder

reports,

please

visit

dws.com.

The

Central

and

Eastern

Europe

Fund,

Inc.

7

we

will

be

monitoring

include

parliamentary

elections

in

the

Czech

Republic,

expected

by

October

2025,

which

could

result

in

a

more

Russia-

friendly

government,

relations

between

Hungary’s

Prime

Minister

Victor

Orban,

the

EU

and

Russian

President

Vladimir

Putin,

and

the

Polish

presidential

election

campaign

next

year.

Political

uncertainties

aside

we

view

conditions

as

being

supported

by

the

Czech

Republic’s

solid

economic

development,

Hungary’s

business

friendly

policies

with

respect

to

its

largest

companies,

and

Poland’s

outlook

for

receiving

EU

funds.

Polish

consumers

have

seen

rising

real

wages

and

the

outlook

for

consumer

spending

is

also

helped

by

the

prospect

of

additional

government

stimulus.

In

addition,

should

the

Polish

central

bank

begin

to

cut

rates

in

2025

as

anticipated,

that

could

be

reflected

in

accelerated

real

estate

market

activity.

Overall,

Polish

bank

asset

quality

is

strong

and

should

allow

banks

to

continue

to

pay

attractive

dividends.

Moreover,

with

Polish

bank

stock

valuations

at

more

attractive

levels,

we

believe

there

is

the

potential

for

international

investors

to

increase

their

exposure

to

the

sector.

More

broadly,

the

“nearshoring”

by

companies

of

operations

to

friendly

neighboring

countries

remains

an

overarching

theme

globally,

and

this

trend

should

help

support

GDP

growth

and

consumer

spending

in

the

region.

Russian

Holdings

Developments

As

previously

reported,

certain

of

the

Fund’s

Russian

holdings

have

been

valued

at

zero

since

March

14,

2022

in

light

of

measures

adopted

by

the

Russian

Central

Bank

and

Government,

as

well

as

sanctions

implemented

by

the

United

States

and

other

countries

in

response

to

Russia’s

invasion

of

Ukraine.

The

effects

of

the

sanctions

and

measures

adopted

by

the

Russian

Central

Bank

and

Government

are

far-reaching

and

include,

among

others,

the

freezing

of

certain

Russian

assets

held

by

entities,

such

as

the

Fund,

that

are

organized

in

countries

viewed

as

“unfriendly”

by

the

Russian

Government.

The

Fund’s

investment

manager

has

been

monitoring

the

situation

closely

and,

as

previously

disclosed,

has

observed

occasional

privately

negotiated

transactions

in

depositary

receipts

of

certain

non-sanctioned

Russian

issuers

taking

place

(at

prices

that

are

generally

deeply

discounted

from

those

taking

place

through

the

facilities

of

the

Moscow

Stock

Exchange).

On

May

30,

2024,

the

Fund

announced

that

in

May

2024

the

Fund

had

8

The

Central

and

Eastern

Europe

Fund,

Inc.

been

successful

in

selling

depositary

receipts

of

one

non-sanctioned

Russian

issuer

in

such

a

privately

negotiated

transaction

resulting

in

positive

impact

to

the

Fund’s

NAV.

In

August

and

September

2024,

the

Fund

was

successful

in

selling

additional

depositary

receipts

of

five

non-

sanctioned

Russian

issuers

in

privately

negotiated

transactions

resulting

in

positive

impact

to

the

Fund’s

NAV.

The

Fund

notes

that

recently,

former

Fund

portfolio

holding

Yandex

NV

was

restructured

and

now,

as

Nebius

Group

N.V.,

holds

only

non-Russian

assets.

The

Fund’s

shares

of

Nebius

Group

N.V.

recently

began

trading

on

the

Nasdaq.

As

a

result,

the

Fund

stopped

fair

valuing

the

securities

at

a

discount

as

of

October

30,

2024,

resulting

in

an

increase

in

the

Fund’s

net

assets.

The

Fund

will

continue

to

monitor

developments

in

this

area

but

notes

that

the

Fund’s

remaining

positions

in

Russian

securities

are

held

as

either

“local

shares,”

(which

cannot

currently

be

transacted

in

by

the

Fund)

or

as

depositary

receipts

for

securities

of

issuers

that

are

subject

to

U.S.

sanctions

such

that

it

would

not

be

possible

for

the

Fund

to

sell

them,

absent

receipt

of

special

permissions

granted

by

the

U.S.,

which

permissions

are

unlikely

to

be

forthcoming

if

requested

at

the

present

time.

Moreover,

a

recent

Russian

Presidential

Decree

may

result

in

the

expropriation

of

certain

Russian

assets

held

by

certain

foreign

investors,

which

potentially

could

include

the

Fund.

Currently,

all

of

the

Russian

securities

and

depository

receipts

for

Russian

securities

held

by

the

Fund

are

being

valued

at

zero.

Sincerely,

The

views

expressed

in

the

preceding

discussion

regarding

portfolio

management

matters

are

only

through

the

end

of

the

period

of

the

report

as

stated

on

the

cover.

Portfolio

management’s

views

are

subject

to

change

at

any

time

based

on

market

and

other

conditions

and

should

not

be

construed

as

recommendations.

Past

performance

Sebastian

Kahlfeld

Portfolio

Manager

Hepsen

Uzcan

Interested

Director,

President

and

Chief

Executive

Officer

The

Central

and

Eastern

Europe

Fund,

Inc.

9

is

no

guarantee

of

future

results.

Current

and

future

portfolio

holdings

are

subject

to

risk,

including

geopolitical

and

other

risks.

Percentages

in

parentheses

are

based

on

the

Fund’s

net

assets

as

of

October

31,

2024.

1

The

MSCI

Emerging

Markets

Eastern

Europe

Index

is

a

free-float

weighted

equity

Index

that

is

designed

to

capture

large-

and

mid-cap

representation

across

three

emerging

market

countries

in

Eastern

Europe

(Czech

Republic,

Hungary,

and

Poland).

MSCI

Inc.

is

a

provider

of

equity

and

fixed

income

market

indices.

Effective

March

9,

2022,

MSCI

Inc.

removed

Russian

securities

from

the

MSCI

Emerging

Markets

Eastern

Europe

Index.

Index

returns

assume

reinvestment

of

dividends

and,

unlike

Fund

returns,

do

not

reflect

any

fees

or

expenses.

It

is

not

possible

to

invest

directly

in

the

MSCI

Emerging

Markets

Eastern

Europe

Index.

**

Not

held

at

October

31,

2024.

Performance

Summary

October

31,

2024

(Unaudited)

10

The

Central

and

Eastern

Europe

Fund,

Inc.

All

performance

shown

is

historical,

assumes

reinvestment

of

all

dividend

and

capital

gain

distributions,

and

does

not

guarantee

future

results.

Investment

return

and

net

asset

value

fluctuate

with

changing

market

conditions

so

that,

when

sold,

shares

may

be

worth

more

or

less

than

their

original

cost.

Current

performance

may

be

lower

or

higher

than

the

performance

data

quoted.

Please

visit

dws.com

for

the

most

recent

performance

of

the

Fund.

Fund

specific

data

and

performance

are

provided

for

informational

purposes

only

and

are

not

intended

for

trading

purposes.

Growth

of

an

Assumed

$10,000

Investment

Yearly

periods

ended

October

31

The

growth

of

$10,000

is

cumulative.

Average

Annual

Total

Returns

as

of

10/31/24

1-Year

5-Year

10-Year

Net

Asset

Value

(a)

33.57%

(15.75)%

(5.51)%

Market

Price

(a)

30.87%

(13.91)%

(4.69)%

MSCI

Emerging

Markets

Eastern

Europe

Index

(b)

15.40%

(22.17)%

(8.71)%

Blended

Index

(c)

N/A

N/A

(9.59)%

The

Central

and

Eastern

Europe

Fund,

Inc.

11

a

Total

return

based

on

net

asset

value

reflects

changes

in

the

Fund’s

net

asset

value

during

each

period.

Total

return

based

on

market

value

reflects

changes

in

market

value

during

each

period.

Each

figure

includes

reinvestments

of

income

and

capital

gain

distributions,

if

any.

Total

returns

based

on

net

asset

value

and

market

price

will

differ

depending

upon

the

level

of

any

discount

from

or

premium

to

net

asset

value

at

which

the

Fund’s

shares

trade

during

the

period.

Expenses

of

the

Fund

include

investment

advisory

and

administration

fees

and

other

fund

expenses.

Total

returns

shown

take

into

account

these

fees

and

expenses.

The

annualized

expense

ratio

of

the

Fund

for

the

year

ended

October

31,

2024

was

1.48%.

b

The

MSCI

Emerging

Markets

Eastern

Europe

Index

is

a

free-float

weighted

equity

index

that

is

designed

to

capture

large

and

mid

cap

representation

across

three

emerging

markets

countries

in

Eastern

Europe

(Czech

Republic,

Hungary,

and

Poland).

Effective

March

9,

2022,

MSCI

Inc.

removed

Russian

securities

from

the

MSCI

Emerging

Markets

Eastern

Europe

Index.

c

Blended

Index

represents:

MSCI

Emerging

Markets

Europe

Index

from

November

1,

2014

through

February

29,

2016;

MSCI

Emerging

Markets

Europe

ex

Greece

Index

from

March

1,

2016

through

July

31,

2017;

and

the

current

index,

MSCI

Emerging

Markets

Eastern

Europe

Index

since

August

1,

2017.

Index

returns

do

not

reflect

any

fees

or

expenses

and

it

is

not

possible

to

invest

directly

into

an

index.

Net

Asset

Value

and

Market

Price

As

of

10/31/24

As

of

10/31/23

Net

Asset

Value

$    

11.07

$    

8.60

Market

Price

$    

10.67

$    

8.46

Prices

and

Net

Asset

Value

fluctuate

and

are

not

guaranteed.

Distribution

Information

Per

Share

Twelve

Months

as

of

10/31/24:

Income

Distribution

$    

0.37

Distributions

are

historical,

not

guaranteed

and

will

fluctuate.

Distributions

do

not

include

return

of

capital

or

other

non-income

sources.

Schedule

of

Investments

as

of

October

31,

2024

The

accompanying

notes

are

an

integral

part

of

the

financial

statements.

12

The

Central

and

Eastern

Europe

Fund,

Inc.

Shares

Value

($)

Poland

61.5%

Common

Stocks

Air

Freight

&

Logistics

0.6%

InPost

SA*

20,000

389,260

Banks

14.1%

Alior

Bank

SA

50,321

1,096,635

Bank

Polska

Kasa

Opieki

SA

160,000

5,593,318

Powszechna

Kasa

Oszczednosci

Bank

Polski

SA

237,500

3,304,451

9,994,404

Broadline

Retail

2.9%

Allegro.eu

SA

144A*

235,000

2,057,898

Capital

Markets

1.5%

Warsaw

Stock

Exchange

†

100,000

1,062,212

Commercial

Services

&

Supplies

1.0%

Mo-BRUK

SA

10,000

696,921

Construction

&

Engineering

2.2%

Budimex

SA

12,500

1,561,526

Consumer

Staples

Distribution

&

Retail

2.0%

Dino

Polska

SA

144A*

17,500

1,447,388

Diversified

Telecommunication

Services

2.1%

Orange

Polska

SA

750,000

1,452,687

Electric

Utilities

5.2%

Enea

SA*

250,000

694,427

PGE

Polska

Grupa

Energetyczna

SA*

1,100,000

1,890,338

Tauron

Polska

Energia

SA*

1,200,000

1,108,590

3,693,355

Entertainment

0.0%

CD

Projekt

SA

100

4,008

Household

Durables

0.6%

Dom

Development

SA

8,500

403,117

Insurance

7.7%

Powszechny

Zaklad

Ubezpieczen

SA

550,000

5,444,458

Metals

&

Mining

4.8%

Grupa

Kety

SA

3,750

636,298

KGHM

Polska

Miedz

SA

75,000

2,794,851

3,431,149

Oil,

Gas

&

Consumable

Fuels

7.9%

ORLEN

SA

430,000

5,585,014

The

accompanying

notes

are

an

integral

part

of

the

financial

statements.

The

Central

and

Eastern

Europe

Fund,

Inc.

13

Shares

Value

($)

Professional

Services

1.5%

Benefit

Systems

SA

1,250

749,595

Grupa

Pracuj

SA

22,500

288,368

1,037,963

Real

Estate

Management

&

Development

1.3%

Develia

SA

275,000

388,792

Murapol

SA

60,000

557,736

946,528

Textiles,

Apparel

&

Luxury

Goods

6.1%

LPP

SA

1,200

4,341,603

Total

Poland

(Cost

$35,626,992)

43,549,491

Hungary

17.9%

Common

Stocks

Banks

6.3%

OTP

Bank

Nyrt

90,000

4,470,325

Diversified

Telecommunication

Services

2.4%

Magyar

Telekom

Telecommunications

PLC

(ADR)

550,000

1,678,898

Oil,

Gas

&

Consumable

Fuels

4.1%

MOL

Hungarian

Oil

&

Gas

PLC

425,000

2,942,725

Pharmaceuticals

5.1%

Richter

Gedeon

Nyrt

125,000

3,602,957

Total

Hungary

(Cost

$8,854,752)

12,694,905

Netherlands

5.6%

Common

Stocks

Interactive

Media

&

Services

5.6%

Nebius

Group

NV

''A''

(Cost

$12,813,164)*

188,000

3,924,500

Czech

Republic

3.9%

Common

Stocks

Banks

1.5%

Komercni

Banka

AS

30,000

1,034,306

Moneta

Money

Bank

AS

144A

1,000

4,974

1,039,280

Electric

Utilities

2.4%

CEZ

AS

45,000

1,740,566

Total

Czech

Republic

(Cost

$2,687,237)

2,779,846

The

accompanying

notes

are

an

integral

part

of

the

financial

statements.

14

The

Central

and

Eastern

Europe

Fund,

Inc.

Shares

Value

($)

Moldova

3.2%

Common

Stocks

Beverages

3.2%

Purcari

Wineries

PLC

(Registered)

(Cost

$1,551,236)

700,000

2,272,004

Austria

2.2%

Common

Stocks

Banks

2.2%

Erste

Group

Bank

AG

27,500

1,544,503

Oil,

Gas

&

Consumable

Fuels

0.0%

OMV

AG

100

4,136

Total

Austria

(Cost

$781,353)

1,548,639

Portugal

1.5%

Common

Stocks

Consumer

Staples

Distribution

&

Retail

1.5%

Jeronimo

Martins

SGPS

SA

(Cost

$1,134,902)

55,000

1,066,884

Kazakhstan

0.4%

Common

Stocks

Metals

&

Mining

0.4%

Solidcore

Resources

PLC

(Cost

$1,244,170)*

75,000

268,500

France

0.0%

Common

Stocks

Oil,

Gas

&

Consumable

Fuels

0.0%

TotalEnergies

SE

(Cost

$4,732)

100

6,231

Russia

0.0%

Common

Stocks

Banks

0.0%

Sberbank

of

Russia

PJSC**

(a)

3,600,000

0

Chemicals

0.0%

PhosAgro

PJSC

(GDR)

(Registered)*

(a)

90,000

0

Consumer

Staples

Distribution

&

Retail

0.0%

Fix

Price

Group

PLC

(GDR)

(Registered)

(a)

125,000

0

Magnit

PJSC**

(a)

63,909

0

0

The

accompanying

notes

are

an

integral

part

of

the

financial

statements.

The

Central

and

Eastern

Europe

Fund,

Inc.

15

Shares

Value

($)

Metals

&

Mining

0.0%

Alrosa

PJSC**

(a)

1,670,000

0

GMK

Norilskiy

Nickel

PAO

(ADR)*

(a)

50,000

0

Magnitogorsk

Iron

&

Steel

Works

PJSC

(GDR)

(Registered)*

(a)

74,569

0

Polyus

PJSC

(GDR)

(Registered)*

(a)

20,000

0

0

Oil,

Gas

&

Consumable

Fuels

0.0%

Gazprom

PJSC**

(a)

5,000,000

0

Lukoil

PJSC**

(a)

209,500

0

Tatneft

PJSC

(ADR)*

†

(a)

26,400

0

0

Total

Russia

(Cost

$30,722,586)

0

Securities

Lending

Collateral

1.0%

DWS

Government

&

Agency

Securities

Portfolio

''DWS

Government

Cash

Institutional

Shares'',

4.75%

(Cost

$705,400)

(b)

(c)

705,400

705,400

Cash

Equivalents

3.3%

DWS

Central

Cash

Management

Government

Fund,

4.86%

(Cost

$2,355,938)

(c)

2,355,938

2,355,938

%

of

Net

Assets

Value

($)

Total

Investment

Portfolio

(Cost

$98,482,462)

100.5

71,172,338

Other

Assets

and

Liabilities,

Net

(0.5)

(364,805)

Net

Assets

100.0

70,807,533

The

accompanying

notes

are

an

integral

part

of

the

financial

statements.

16

The

Central

and

Eastern

Europe

Fund,

Inc.

For

purposes

of

its

industry

concentration

policy,

the

Fund

classifies

issuers

of

portfolio

securities

at

the

industry

sub-

group

level.

Certain

of

the

categories

in

the

above

Schedule

of

Investments

consist

of

multiple

industry

sub-groups

or

industries.

A

summary

of

the

Fund’s

transactions

in

affiliated

investments

during

the

period

ended

October

31,

2024

are

as

follows:

Net

Change

Value

($)

at

10/31/2023

Purchases

Cost

($)

Sales

Proceeds

($)

Net

Real-

ized

Gain/

(Loss)

($)

in

Unreal-

ized

Appreci

-

ation

/

(

Depreci

-

ation

)

($)

Income

($)

Capital

Gain

Distri

-

butions

($)

Number

of

Shares

at

10/31/2024

Value

($)

at

10/31/2024

Securities

Lending

Collateral

1.0%

DWS

Government

&

Agency

Securities

Portfolio

''DWS

Government

Cash

Institutional

Shares'',

4.75%

(b)

(c)

1,788,397

–

1,082,997(d)

–

–

22,022

–

705,400

705,400

Cash

Equivalents

3.3%

DWS

Central

Cash

Management

Government

Fund,

4.86%

(c)

2,025,993

15,752,982

15,423,037

–

–

80,184

–

2,355,938

2,355,938

3,814,390

15,752,982

16,506,034

–

–

102,206

–

3,061,338

3,061,338

*

Non-income

producing

security.

**

Non-income

producing

security;

due

to

applicable

sanctions,

dividend

income

was

not

recorded.

†

All

or

a

portion

of

these

securities

were

on

loan.

The

value

of

all

securities

loaned

at

October

31,

2024

amounted

to

$424,885,

which

is

0.6%

of

net

assets.

(a)

Investment

was

valued

using

significant

unobservable

inputs.

(b)

Represents

cash

collateral

held

in

connection

with

securities

lending.

Income

earned

by

the

Fund

is

net

of

borrower

rebates.

(c)

Affiliated

fund

managed

by

DWS

Investment

Management

Americas,

Inc.

The

rate

shown

is

the

annualized

seven-day

yield

at

period

end.

(

d)

Represents

the

net

increase

(purchases

cost)

or

decrease

(sales

proceeds)

in

the

amount

invested

in

cash

collateral

for

the

period

ended

October

31,

2024.

144A:

Securities

exempt

from

registration

under

Rule

144A

of

the

Securities

Act

of

1933.

These

securities

may

be

resold

in

transactions

exempt

from

registration,

normally

to

qualified

institutional

buyers.

ADR:

American

Depositary

Receipt

(See

Note

E

in

the

Notes

to

the

Financial

Statements)

GDR:

Global

Depositary

Receipt

(See

Note

E

in

the

Notes

to

the

Financial

Statements)

PJSC:

Public

Joint

Stock

Company

The

accompanying

notes

are

an

integral

part

of

the

financial

statements.

The

Central

and

Eastern

Europe

Fund,

Inc.

17

(e)

See

Schedule

of

Investments

for

additional

detailed

categorizations

.

During

the

year

ended

October

31,

2024,

the

amount

of

transfers

between

Level

3

and

Level

1

was

$210,938.

The

investments

were

transferred

from

Level

3

to

Level

1

due

to

an

increase

in

market

activity.

Transfers

between

price

levels

are

recognized

at

the

beginning

of

the

reporting

period.

Fair

Value

Measurements

Various

inputs

are

used

in

determining

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

three

broad

levels.

Level

1

includes

quoted

prices

in

active

markets

for

identical

securities.

Level

2

includes

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds

and

credit

risk).

Level

3

includes

significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

level

assigned

to

the

securities

valuations

may

not

be

an

indication

of

the

risk

associated

with

investing

in

those

securities.

The

following

is

a

summary

of

the

inputs

used

as

of

October

31,

2024

in

valuing

the

Fund’s

investments.

For

information

on

the

Fund's

policy

regarding

the

valuation

of

investments,

please

refer

to

the

Security

Valuation

section

of

Note

A

in

the

accompanying

Notes

to

Financial

Statements.

Assets

Level

1

Level

2

Level

3

Total

Common

Stocks

(e)

Poland

$

43,549,491

$

—

$

—

$

43,549,491

Hungary

12,694,905

—

—

12,694,905

Netherlands

3,924,500

—

—

3,924,500

Czech

Republic

2,779,846

—

—

2,779,846

Moldova

2,272,004

—

—

2,272,004

Austria

1,548,639

—

—

1,548,639

Portugal

1,066,884

—

—

1,066,884

Kazakhstan

268,500

—

—

268,500

France

6,231

—

—

6,231

Russia

—

—

0

0

Short-Term

Instruments

(e)

3,061,338

—

—

3,061,338

Total

$

71,172,338

$

—

$

0

$

71,172,338

Statement

of

Assets

and

Liabilities

The

accompanying

notes

are

an

integral

part

of

the

financial

statements.

18

The

Central

and

Eastern

Europe

Fund,

Inc.

as

of

October

31,

2024

Assets

Investments

in

non-affiliated

securities,

at

value

(cost

$95,421,124)

—

including

$424,885

of

securities

loaned

$

68,111,000

Investment

in

DWS

Central

Cash

Management

Government

Fund

(cost

$2,355,938)

2,355,938

Investment

in

DWS

Government

&

Agency

Securities

Portfolio

(cost

$705,400)

*

705,400

Foreign

currency,

at

value

(cost

$47,564)

44,987

Dividends

receivable

401,422

Foreign

taxes

recoverable

252,486

Interest

receivable

11,975

Other

assets

4,568

Total

assets

71,887,776

Liabilities

Payable

upon

return

of

securities

loaned

705,400

Payable

for

investments

purchased

116,001

Investment

advisory

fee

payable

22,525

Payable

for

Directors'

fees

and

expenses

20,032

Administration

fee

payable

12,014

Accrued

expenses

and

other

liabilities

204,271

Total

liabilities

1,080,243

Net

assets

$

70,807,533

Net

Assets

Consist

of

Distributable

earnings

(loss)

(110,270,644)

Paid-in

capital

181,078,177

Net

assets

$

70,807,533

Net

Asset

Value

Net

assets

value

per

share

($70,807,533

÷

6,395,607

shares

of

common

stock

issued

and

outstanding,

$.001

par

value,

80,000,000

shares

authorized)

$

11.07

*  

Represents

collateral

on

securities

loaned.

Statement

of

Operations

The

accompanying

notes

are

an

integral

part

of

the

financial

statements.

The

Central

and

Eastern

Europe

Fund,

Inc.

19

for

the

year

ended

October

31,

2024

Net

Investment

Income

Income:

Dividends

(net

of

foreign

withholding

taxes

of

$412,091)

$

3,053,966

Income

distributions

—

DWS

Central

Cash

Management

Government

Fund

80,184

Securities

lending

income,

net

of

borrower

rebates

22,022

Total

investment

income

3,156,172

Expenses:

Investment

advisory

fee

489,233

Administration

fee

130,462

Custody

and

accounting

fee

119,960

Services

to

shareholders

10,044

Reports

to

shareholders

and

shareholder

meeting

expenses

52,623

Directors'

fees

and

expenses

70,000

Legal

fees

150,226

Audit

and

tax

fees

108,983

NYSE

listing

fee

23,750

Insurance

22,531

Miscellaneous

34,941

Total

expenses

before

expense

reductions

1,212,753

Expense

reductions

(244,616)

Total

expenses

after

expense

reductions

968,137

Net

investment

income

2,188,035

Realized

and

Unrealized

Gain

(Loss)

Net

realized

gain

(loss)

from:

Investments

(15,079,844)

Foreign

currency

(19,295)

Net

realized

gain

(loss)

(15,099,139)

Change

in

net

unrealized

appreciation

(depreciation)

on:

Investments

30,911,529

Foreign

currency

(927)

Change

in

net

unrealized

appreciation

(depreciation)

30,910,602

Net

gain

(loss)

15,811,463

Net

increase

(decrease)

in

net

assets

resulting

from

operations

$

17,999,498

Statements

of

Changes

in

Net

Assets

The

accompanying

notes

are

an

integral

part

of

the

financial

statements.

20

The

Central

and

Eastern

Europe

Fund,

Inc.

Increase

(Decrease)

in

Net

Assets

Years

Ended

October

31,

2024

2023

Operations:

Net

investment

income

(loss)

  $

2,188,035

  $

1,827,198

Net

realized

gain

(loss)

(15,099,139)

(2,161,06

4

)

Change

in

net

unrealized

appreciation

(depreciation)

30,910,602

18,200,01

6

Net

increase

(decrease)

in

net

assets

resulting

from

operations

17,999,498

17,866,150

Distributions

to

shareholders

(2,300,273)

(1,484,719)

Fund

share

transactions:

Net

proceeds

from

reinvestment

of

distributions

923,591

735,381

Net

increase

(decrease)

in

net

assets

from

Fund

share

transactions

923,591

735,381

Total

increase

(decrease)

in

net

assets

16,622,816

17,116,812

Net

assets

at

beginning

of

period

54,184,717

37,067,905

Net

assets

at

end

of

period

  $

70,807,533

  $

54,184,717

Other

Information

Shares

outstanding

at

beginning

of

period

6,300,392

6,220,022

Shares

issued

from

reinvestment

of

distributions

95,215

80,370

Shares

outstanding

at

end

of

period

6,395,607

6,300,392

Financial

Highlights

The

accompanying

notes

are

an

integral

part

of

the

financial

statements.

The

Central

and

Eastern

Europe

Fund,

Inc.

21

Years

Ended

October

31,

2024

2023

2022

2021

2020

Per

Share

Operating

Performance

Net

asset

value,

beginning

of

period

$

8.60

$

5.96

$

35.19

$

22.01

$

31.60

Income

(loss)

from

investment

operations:

Net

investment

income

(loss)

a

.34

.29

.31

.90

1.00

d

Net

realized

and

unrealized

gain

(loss)

on

investments

and

foreign

currency

2.49

2.57

(28.64)

13.01

(9.21)

Total

from

investment

operations

2.83

2.86

(28.33)

13.91

(8.21)

Less

distributions

from:

Net

investment

income

(.37)

(.24)

(.95)

(.92)

(1.46)

Increase

(dilution)

in

net

asset

value

from

dividend

reinvestment

.01

.02

(.02)

(.02)

(.03)

Increase

resulting

from

share

repurchases

—

—

.07

.21

.11

Net

asset

value,

end

of

period

$

11.07

$

8.60

$

5.96

$

35.19

$

22.01

Market

value,

end

of

period

$

10.67

$

8.46

$

7.05

$

31.32

$

18.33

Total

Investment

Return

for

the

Period

b

Based

upon

market

value

(%)

30.87

23.13

(76.57)

77.46

(29.42)

Based

upon

net

asset

value

c

(%)

33.57

47.81

(82.33)

65.86

(26.61)

Financial

Highlights

(continued)

The

accompanying

notes

are

an

integral

part

of

the

financial

statements.

22

The

Central

and

Eastern

Europe

Fund,

Inc.

Years

Ended

October

31,

2024

2023

2022

2021

2020

Ratios

to

Average

Net

Assets

Total

expenses

before

expense

reductions

(%)

1.85

1.71

1.67

1.18

1.24

Total

expenses

after

expense

reductions

(%)

1.48

1.34

1.51

1.18

1.24

Net

investment

income

(%)

3.34

3.76

2.12

2.95

3.71

d

Portfolio

turnover

(%)

30

40

35

31

43

Net

assets

at

end

of

period

($

thousands)

70,808

54,185

37,068

221,580

144,813

a

Based

on

average

shares

outstanding

during

the

period.

b

Total

investment

return

based

on

net

asset

value

reflects

changes

in

the

Fund's

net

asset

value

during

each

period.

Total

return

based

on

market

value

reflects

changes

in

market

value

during

each

period.

Each

figure

includes

reinvestments

of

dividend

and

capital

gain

distributions,

if

any.

These

figures

will

differ

depending

upon

the

level

of

any

discount

from

or

premium

to

net

asset

value

at

which

the

Fund's

shares

trade

during

the

period.

c

Total

return

would

have

been

lower

had

certain

expenses

not

been

reduced.

d

Net

investment

income

per

share

includes

$258,629

of

non-recurring

foreign

dividend

reclaims

and

$5,373

of

non-recurring

related

interest

amounting

to

$0.04

per

share.

Excluding

these

non-recurring

amounts,

the

net

investment

income

ratio

would

have

been

3.57%.

The

Central

and

Eastern

Europe

Fund,

Inc.

23

Notes

to

Financial

Statements

A.

Accounting

Policies

The

Central

and

Eastern

Europe

Fund,

Inc.

(the

“Fund”)

is

a

non-diversified,

closed-end

management

investment

company

incorporated

in

Maryland.

The

Fund

commenced

investment

operations

on

March

6,

1990.

The

preparation

of

financial

statements

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(“U.S.

GAAP”)

requires

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

and

disclosures

in

the

financial

statements.

Actual

results

could

differ

from

those

estimates.

The

Fund

qualifies

as

an

investment

company

under

Topic

946

of

Accounting

Standards

Codification

of

U.S.

GAAP.

The

following

is

a

summary

of

significant

accounting

policies

followed

by

the

Fund

in

the

preparation

of

its

financial

statements.

Security

Valuation.

The

Fund

calculates

its

net

asset

value

(“NAV”)

per

share

for

publication

at

the

close

of

regular

trading

on

Deutsche

Börse

XETRA,

normally

at

11:30

a.m.,

New

York

time.

The

Fund’s

Board

has

designated

DWS

International

GmbH

(the

“Advisor”)

as

the

valuation

designee

for

the

Fund

pursuant

to

Rule

2a-5

under

the

1940

Act.

The

Advisor’s

Pricing

Committee

(the

“Pricing

Committee”)

typically

values

securities

using

readily

available

market

quotations

or

prices

supplied

by

independent

pricing

services

(which

are

considered

fair

values

under

Rule

2a-5).

The

Advisor

has

adopted

fair

valuation

procedures

that

provide

methodologies

for

fair

valuing

securities.

Various

inputs

are

used

in

determining

the

value

of

the

Fund’s

investments.

These

inputs

are

summarized

in

three

broad

levels.

Level

1

includes

quoted

prices

in

active

markets

for

identical

securities.

Level

2

includes

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

prepayment

speeds

and

credit

risk).

Level

3

includes

significant

unobservable

inputs

(including

the

Fund’s

own

assumptions

in

determining

the

fair

value

of

investments).

The

level

assigned

to

the

securities

valuations

may

not

be

an

indication

of

the

risk

or

liquidity

associated

with

investing

in

those

securities.

Equity

securities

are

valued

at

the

most

recent

sale

price

or

official

closing

price

reported

on

the

exchange

(U.S.

or

foreign)

or

over-the-counter

market

on

which

they

trade

prior

to

the

time

of

valuation.

Securities

for

which

no

sales

are

reported

are

valued

at

the

calculated

mean

between

the

most

recent

bid

and

asked

quotations

on

the

relevant

market

or,

if

a

mean

cannot

be

determined,

at

the

most

recent

bid

quotation.

Equity

securities

are

generally

categorized

as

Level

1.

Investments

in

open-end

investment

companies

are

valued

and

traded

at

their

NAV

each

business

day

and

are

categorized

as

Level

1.

24

The

Central

and

Eastern

Europe

Fund,

Inc.

Securities

and

other

assets

for

which

market

quotations

are

not

readily

available

or

for

which

the

above

valuation

procedures

are

deemed

not

to

reflect

fair

value

are

valued

in

a

manner

that

is

intended

to

reflect

their

fair

value

as

determined

in

accordance

with

procedures

approved

by

the

Pricing

Committee

and

are

generally

categorized

as

Level

3.

In

accordance

with

the

Fund’s

valuation

procedures,

factors

considered

in

determining

value

may

include,

but

are

not

limited

to,

the

type

of

the

security;

the

size

of

the

holding;

the

initial

cost

of

the

security;

the

existence

of

any

contractual

restrictions

on

the

security’s

disposition;

the

price

and

extent

of

public

trading

in

similar

securities

of

the

issuer

or

of

comparable

companies;

quotations

or

evaluated

prices

from

broker-dealers

and/or

the

appropriate

stock

exchange

(for

exchange-traded

securities);

an

analysis

of

the

company’s

or

issuer’s

financial

statements;

an

evaluation

of

the

forces

that

influence

the

issuer

and

the

market(s)

in

which

the

security

is

purchased

and

sold;

and,

with

respect

to

debt

securities,

the

maturity,

coupon,

creditworthiness,

currency

denomination,

and

the

movement

of

the

market

in

which

the

security

is

normally

traded.

The

value

determined

under

these

procedures

may

differ

from

published

values

for

the

same

securities.

Disclosure

about

the

classification

of

the

fair

value

measurements

is

included

in

a

table

following

the

Fund’s

Schedule

of

Investments.

Securities

Transactions

and

Investment

Income.

Investment

transactions

are

accounted

for

on

a

trade

date

plus

one

basis

for

daily

NAV

calculation.

However,

for

financial

reporting

purposes,

investment

security

transactions

are

reported

on

trade

date.

Interest

income

is

recorded

on

the

accrual

basis.

Dividend

income

is

recorded

on

the

ex-dividend

date

net

of

foreign

withholding

taxes.

Certain

dividends

from

foreign

securities

may

be

recorded

subsequent

to

the

ex-dividend

date

as

soon

as

the

Fund

is

informed

of

such

dividends.

Due

to

the

impact

of

sanctions

and

other

regulations

and

requirements,

dividend

income

may

not

be

recorded.

Realized

gains

and

losses

from

investment

transactions

are

recorded

on

an

identified

cost

basis.

Proceeds

from

litigation

payments,

if

any,

are

included

in

net

realized

gain

(loss)

for

investments.

Securities

Lending.

National

Financial

Services

LLC

(Fidelity

Agency

Lending),

as

lending

agent,

lends

securities

of

the

Fund

to

certain

financial

institutions

under

the

terms

of

its

securities

lending

agreement.

During

the

term

of

the

loans,

the

Fund

continues

to

receive

interest

and

dividends

generated

by

the

securities

and

to

participate

in

any

changes

in

their

market

value.

The

Fund

requires

the

borrowers

of

the

securities

to

maintain

collateral

with

the

Fund

consisting

of

cash

and/or

securities

issued

or

guaranteed

by

the

U.S.

Government,

its

agencies

or

instrumentalities

having

a

value

at

least

equal

to

the

value

of

the

securities

loaned.

When

the

collateral

falls

below

specified

amounts,

the

securities

lending

agent

will

use

its

best

effort

to

obtain

additional

collateral

on

The

Central

and

Eastern

Europe

Fund,

Inc.

25

the

next

business

day

to

meet

required

amounts

under

the

securities

lending

agreement.

During

the

year

ended

October

31,

2024,

the

Fund

invested

the

cash

collateral

into

a

joint

trading

account

in

an

affiliated

money

market

funds,

including

DWS

Government

&

Agency

Securities

Portfolio,

managed

by

DWS

Investment

Management

Americas,

Inc.

DWS

Investment

Management

Americas,

Inc.

receives

a

management/

administration

fee

(0.13%

annualized

effective

rate

as

of

October

31,

2024)

on

the

cash

collateral

invested

in

DWS

Government

&

Agency

Securities

Portfolio.

The

Fund

receives

compensation

for

lending

its

securities

either

in

the

form

of

fees

or

by

earning

interest

on

invested

cash

collateral

net

of

borrower

rebates

and

fees

paid

to

a

securities

lending

agent.

Either

the

Fund

or

the

borrower

may

terminate

the

loan

at

any

time

and

the

borrower,

after

notice,

is

required

to

return

borrowed

securities

within

a

standard

time

period.

There

may

be

risks

of

delay

and

costs

in

recovery

of

securities

or

even

loss

of

rights

in

the

collateral

should

the

borrower

of

the

securities

fail

financially.

If

the

Fund

is

not

able

to

recover

securities

lent,

the

Fund

may

sell

the

collateral

and

purchase

a

replacement

investment

in

the

market,

incurring

the

risk

that

the

value

of

the

replacement

security

is

greater

than

the

value

of

the

collateral.

The

Fund

is

also

subject

to

all

investment

risks

associated

with

the

reinvestment

of

any

cash

collateral

received,

including,

but

not

limited

to,

interest

rate,

credit

and

liquidity

risk

associated

with

such

investments.

As

of

October

31,

2024,

the

Fund

had

securities

on

loan

which

were

classified

as

common

stock

in

the

Schedule

of

Investments.

The

value

of

the

related

collateral

exceeded

the

value

of

the

securities

loaned

at

period

end.

As

of

period

end,

the

remaining

contractual

maturity

of

the

collateral

agreements

were

overnight

and

continuous.

Foreign

Currency

Translation.

The

books

and

records

of

the

Fund

are

maintained

in

United

States

dollars.

Assets

and

liabilities

denominated

in

foreign

currency

are

translated

into

United

States

dollars

at

the

prevailing

exchange

rates

at

period

end.

Purchases

and

sales

of

investment

securities,

income

and

expenses

are

translated

at

the

rate

of

exchange

prevailing

on

the

respective

dates

of

such

transactions.

Net

realized

and

unrealized

gains

and

losses

on

foreign

currency

transactions

represent

net

gains

and

losses

between

trade

and

settlement

dates

on

securities

transactions,

the

acquisition

and

disposition

of

foreign

currencies,

and

the

difference

between

the

amount

of

net

investment

income

accrued

and

the

U.S.

dollar

amount

actually

received.

The

portion

of

both

realized

and

unrealized

gains

and

losses

on

investments

that

results

from

fluctuations

in

foreign

currency

exchange

rates

is

not

separately

disclosed

but

is

included

with

net

realized

and

unrealized

gain/appreciation

and

loss/depreciation

on

investments.

Contingencies.

In

the

normal

course

of

business,

the

Fund

may

enter

into

contracts

with

service

providers

that

contain

general

indemnification

26

The

Central

and

Eastern

Europe

Fund,

Inc.

clauses.

The

Fund’s

maximum

exposure

under

these

arrangements

is

unknown,

as

this

would

involve

future

claims

that

may

be

made

against

the

Fund

that

have

not

yet

occurred.

However,

based

on

experience,

the

Fund

expects

the

risk

of

loss

to

be

remote.

Taxes.

The

Fund’s

policy

is

to

comply

with

the

requirements

of

the

Internal

Revenue

Code

of

1986,

as

amended,

which

are

applicable

to

regulated

investment

companies,

and

to

distribute

all

of

its

taxable

income

to

its

shareholders.

Additionally,

the

Fund

may

be

subject

to

taxes

imposed

by

the

governments

of

countries

in

which

it

invests.

Such

taxes

are

generally

based

on

income

and/or

capital

gains

earned

or

repatriated.

Estimated

tax

liabilities

on

certain

foreign

securities

are

recorded

on

an

accrual

basis

and

are

reflected

as

components

of

interest

income

or

net

change

in

unrealized

gain/loss

on

investments.

Tax

liabilities

realized

as

a

result

of

security

sales

are

reflected

as

a

component

of

net

realized

gain/loss

on

investments.

At

October

31,

2024,

the

Fund

had

a

net

tax

basis

capital

loss

carryforward

of

approximately

$84,560,000,

which

may

be

applied

against

realized

net

taxable

capital

gains

indefinitely,

including

short-term

losses

($16,129,000)

and

long-term

losses

($68,431,000).

The

Fund

has

reviewed

the

tax

positions

for

the

open

tax

years

as

of

October

31,

2024

and

has

determined

that

no

provision

for

income

tax

and/or

uncertain

tax

positions

is

required

in

the

Fund’s

financial

statements.

The

Fund’s

federal

tax

returns

for

the

prior

three

fiscal

years

remain

open

subject

to

examinations

by

the

Internal

Revenue

Service.

Dividends

and

Distributions

to

Shareholders.

The

Fund

records

dividends

and

distributions

to

its

shareholders

on

the

ex-dividend

date.

The

timing

and

character

of

certain

income

and

capital

gain

distributions

are

determined

annually

in

accordance

with

United

States

federal

income

tax

regulations,

which

may

differ

from

accounting

principles

generally

accepted

in

the

United

States

of

America.

These

differences

primarily

relate

to

certain

securities

sold

at

a

loss.

As

a

result,

net

investment

income

(loss)

and

net

realized

gain

(loss)

on

investment

transactions

for

a

reporting

period

may

differ

significantly

from

distributions

during

such

period.

Accordingly,

the

Fund

may

periodically

make

reclassifications

among

certain

of

its

capital

accounts

without

impacting

the

NAV

of

the

Fund.

At

October

31,

2024,

the

Fund’s

components

of

distributable

earnings

(accumulated

losses)

on

a

tax

basis

were

as

follows:

Undistributed

ordinary

income

$

1,669,561

Capital

loss

carryforwards

$

(84,560,000)

Net

unrealized

appreciation

(depreciation)

$

(27,365,648)

The

Central

and

Eastern

Europe

Fund,

Inc.

27

At

October

31,

2024,

the

aggregate

cost

of

investments

for

federal

income

tax

purposes

was

$98,537,986.

The

net

unrealized

depreciation

for

all

investments

based

on

tax

cost

was

$27,365,648.

This

consisted

of

aggregate

gross

unrealized

appreciation

for

all

investments

for

which

there

was

an

excess

of

value

over

tax

cost

of

$17,024,965

and

aggregate

gross

unrealized

depreciation

for

all

investments

for

which

there

was

an

excess

of

tax

cost

over

value

of

$44,390,613.

In

addition,

the

tax

character

of

distributions

paid

to

shareholders

by

the

Fund

is

summarized

as

follows:

*

For

tax

purposes,

short-term

capital

gain

is

considered

ordinary

income.

B.

Investment

Advisory

and

Administration

Agreements

The

Fund

is

party

to

an

Investment

Advisory

Agreement

with

DWS

International

GmbH

(“DWSI”).

The

Fund

also

has

an

Administration

Agreement

with

DWS

Investment

Management

Americas,

Inc.

(“DIMA”).

DWSI

and

DIMA

are

affiliated

companies.

Under

the

Investment

Advisory

Agreement

with

DWSI,

DWSI

directs

the

investments

of

the

Fund

in

accordance

with

its

investment

objectives,

policies

and

restrictions.

DWSI

determines

the

securities,

instruments

and

other

contracts

relating

to

investments

to

be

purchased,

sold

or

entered

into

by

the

Fund.

The

Investment

Advisory

Agreement

provides

DWSI

with

a

fee,

computed

weekly

and

payable

monthly,

at

the

annual

rate

of

0.75%

of

the

Fund’s

average

weekly

net

assets

up

to

and

including

$100

million,

0.60%

of

such

assets

in

excess

of

$100

million

and

up

to

and

including

$500

million,

0.55%

of

such

assets

in

excess

of

$500

million

and

up

to

and

including

$750

million,

and

0.50%

of

such

assets

in

excess

of

$750

million.

In

addition,

DWSI

has

agreed

to

implement

a

temporary

partial

fee

waiver.

Effective

February

24,

2022,

the

fee

payable

by

the

Fund

to

DWSI

was

reduced

by

50%

until

further

notice

(but

through

at

least

June

30,

2025)

by

DWSI

to

the

Fund.

Accordingly,

for

the

year

ended

October

31,

2024,

the

fee

pursuant

to

the

Investment

Advisory

Agreement

aggregated

$489,233,

of

which

$244,616

was

waived

resulting

in

an

Annual

rate

of

0.37%

of

the

Fund’s

average

weekly

net

assets.

Under

the

Administration

Agreement

with

DIMA,

DIMA

provides

certain

fund

administration

services

to

the

Fund.

The

Administration

Agreement

Years

Ended

October

31,

2024

2023

Distributions

from

ordinary

income*

$

2,300,273

$

1,484,719

28

The

Central

and

Eastern

Europe

Fund,

Inc.

provides

DIMA

with

an

annual

fee,

computed

weekly

and

payable

monthly,

of

0.20%

of

the

Fund’s

average

weekly

net

assets.

C.

Transactions

with

Affiliates

DWS

Service

Company

(“DSC”),

an

affiliate

of

DIMA,

is

the

transfer

agent,

dividend-paying

agent

and

shareholder

service

agent

of

the

Fund.

Pursuant

to

a

sub-transfer

agency

agreement

between

DSC

and

SS&C

GIDS,

Inc.

(“SS&C”),

DSC

has

delegated

certain

transfer

agent

and

dividend-paying

agent

functions

to

SS&C.

DSC

compensates

SS&C

out

of

the

fee

it

receives

from

the

Fund.

For

the

year

ended

October

31,

2024,

the

amount

charged

to

the

Fund

by

DSC

included

in

the

Statement

of

Operations

under

“Services

to

shareholders”

aggregated

$9,000,

of

which

$750

is

unpaid.

Under

an

agreement

with

the

Fund,

DIMA

is

compensated

for

providing

certain

pre-press

and

regulatory

filing

services

to

the

Fund.

For

the

year

ended

October

31,

2024,

the

amount

charged

to

the

Fund

by

DIMA

included

in

the

Statement

of

Operations

under

“Reports

to

shareholders

and

shareholder

meeting

expenses”

aggregated

$2,342,

of

which

$2,084

is

unpaid.

Deutsche

Bank

AG,

the

majority

shareholder

in

the

DWS

Group,

and

its

affiliates

may

receive

brokerage

commissions

as

a

result

of

executing

agency

transactions

in

portfolio

securities

on

behalf

of

the

Fund,

that

the

Board

determined

were

effected

in

compliance

with

the

Fund’s

Rule

17e-1

procedures.

For

the

year

ended

October

31,

2024,

Deutsche

Bank

did

not

receive

brokerage

commissions

from

the

Fund.

Certain

Officers

of

the

Fund

are

also

officers

of

DIMA.

The

Fund

pays

each

Director

who

is

not

an

“interested

person”

of

DIMA

or

DWS

International

GmbH

retainer

fees

plus

specified

amounts

for

attended

board

and

committee

meetings.

The

Fund

may

invest

cash

balances

in

DWS

Central

Cash

Management

Government

Fund,

which

is

managed

by

DIMA.

The

Fund

indirectly

bears

its

proportionate

share

of

the

expenses

of

DWS

Central

Cash

Management

Government

Fund.

DWS

Central

Cash

Management

Government

Fund

does

not

pay

DIMA

an

investment

management

fee.

DWS

Central

Cash

Management

Government

Fund

seeks

maximum

current

income

to

the

extent

consistent

with

stability

of

principal.

D.

Portfolio

Securities

Purchases

and

sales

of

investment

securities,

excluding

short-term

investments,

for

the

year

ended

October

31,

2024

were

$19,088,216

and

$19,198,769,

respectively.

The

Central

and

Eastern

Europe

Fund,

Inc.

29

E.

Investing

in

Emerging

Markets

in

Central

and

Eastern

Europe

Investing

in

emerging

markets

may

involve

special

risks

and

considerations

not

typically

associated

with

investing

in

developed

markets.

These

risks

include

currency

fluctuations,

high

rates

of

inflation

or

deflation,

repatriation

restrictions

on

income

and

capital,

and

adverse

political,

social

and

economic

developments.

Moreover,

securities

issued

in

these

markets

may

be

less

liquid,

may

be

subject

to

government

ownership

controls

or

delayed

settlements

and

may

have

prices

that

are

more

volatile

or

less

easily

assessed

than

those

of

comparable

securities

of

issuers

in

developed

markets.

The

United

States,

the

European

Union,

the

United

Kingdom

and

other

countries

have

imposed

sanctions

on

Russia

in

response

to

Russian

military

and

other

actions,

including

Russia’s

February

2022

invasion

of

Ukraine.

Countermeasures

imposed

by

Russia

have

had,

and

continue

to

have,

an

adverse

impact

on

the

local

operating

conditions

and

introduced

severe

limitations

on

the

activities

available

to

non-resident

investors

in

the

Russian

market

and

with

any

holdings

of

Russian

domestic

and

non-

domestic

securities

held

in

other

locations.

These

events

have

negatively

affected

the

value

of

many

of

the

Fund’s

portfolio

investments,

particularly

its

Russian

investments

(some

of

which

are

in

companies

affected

by

the

sanctions),

most

of

which

have

been

valued

at

zero

since

March

14,

2022,

and

may

continue

to

be

so

valued

for

an

indefinite

period.

For

more

information

on

the

valuation

of

the

Fund's

Russian

investments,

see

Russian

Holdings

Developments

in

the

Letter

to

Shareholders.

These

circumstances

have

resulted

in

market

disruptions,

inability

to

conduct

normal

market

purchase

and

sale

transactions,

impacts

to

receipt

of

dividend

income

as

well

as

the

introduction

of

asset

transfer

restrictions

and

the

adoption

of

currency

restrictions

prohibiting

the

repatriation

of,

or

further

investment

of,

Russian

ruble

income

received

on

securities.

On

April

16,

2022,

the

Russian

Federation

adopted

Federal

Law

No.

114-FZ,

which

relates

to

the

mandatory

termination

by

Russian

incorporated

issuers

of

depository

receipt

(“DR”)

programs

(the

“DR

Law”).

The

DR

Law

provides

for

the

mandatory

termination

of

DR

programs

by

all

Russian

incorporated

issuers

unless

an

express

permission

is

obtained

by

the

issuer

from

the

relevant

Russian

authority

to

retain

the

issuer’s

DR

program.

Since

April

27,

2022,

the

DR

Law’s

effective

date,

all

voting

and

dividend

rights

attached

to

the

shares

underlying

outstanding

DRs

have

been

suspended.

With

respect

to

its

holdings

of

Russian

DRs,

the

Fund

participated

in

four

mandatory

share

conversion

schemes

while

complying

with

restrictions

imposed

by

sanctions.

Due

to

the

frequently

changing

regulatory

and

market

environment

and

complexity

in

processing,

no

assurance

can

be

given

that

additional

DR

exchanges

will

occur.

On

October

2,

2024,

the

Russia

Federation

issued

Decree

No.

840

prescribing

that

all

securities

held

at

the

Fund's

sub-custodian

in

Russia

be

moved

from

the

central

depository,

the

Russian

National

Settlement

Depository

30

The

Central

and

Eastern

Europe

Fund,

Inc.

(“NSD”),

directly

to

the

books

of

the

issuers'

registrars.

As

a

result,

five

securities

were

transferred

from

the

NSD

to

local

registrars.

AO

Citibank,

the

funds

local

sub-custodian,

has

established

a

separate

account

for

each

of

its

clients

on

its

books

and

records

to

reflect

these

transfers.

The

local

registrars

are

not

securities

depositories

but

rather

are

agents

of

the

respective

issuers

which

creates

a

new

custody

chain

with

new

risks.

The

various

sanctions

have

adversely

affected,

and

may

continue

to

adversely

affect,

not

only

Russian

individuals,

Russian

issuers,

and

the

Russian

economy,

but

also

the

economies

of

many

countries

in

Europe,

including

Central

and

Eastern

Europe.

Russia’s

invasion

of

Ukraine

and

the

resulting

sanctions

have

adversely

affected,

and

may

continue

to

adversely

affect,

global

energy

and

financial

markets,

as

well

as

markets

for

some

agricultural

products,

potentially

affecting

the

value

of

the

Fund’s

investments

even

beyond

any

direct

exposure

the

Fund

may

have

to

Russian

issuers

or

the

adjoining

geographic

regions.

The

continuation

of

current

sanctions

or

the

imposition

of

additional

sanctions

may

further

materially

adversely

affect

the

value,

ownership

rights

or

liquidity

of

the

Fund’s

portfolio,

and

measures

taken

since

Russia’s

invasion

of

Ukraine

have

resulted

in

the

freezing

of

Russian

assets

held

by

the

Fund

and

it

is

not

known

when

or

if

this

situation

will

improve.

The

situation

with

Russia

continues

to

evolve

and

remains

fluid.

The

severity

and

duration

of

Russia’s

military

actions,

resulting

sanctions

and

resulting

market

disruptions

are

impossible

to

predict,

but

they

continue

to

be

substantial.

F.

Capital

During

the

year

ended

October

31,

2024,

and

the

year

ended

October

31,

2023,

the

Fund

did

not

purchase

any

shares

of

its

common

stock.

During

the

year

ended

October

31,

2024

and

the

year

ended

October

31,

2023,

the

Fund

issued

for

dividend

reinvestment

95,215

and

80,370

shares,

respectively.

The

average

premium

of

these

issued

shares,

comparing

the

issue

price

to

the

NAV

per

share

at

the

time

of

issuance,

was

4.52%

and

22.42%,

respectively.

G.

Share

Repurchases

On

July

29,

2022,

the

Fund

announced

that

the

Board

of

Directors

approved

an

extension

of

the

current

repurchase

authorization

permitting

the

Fund

to

repurchase

up

to

622,066

shares

during

the

period

from

August

1,

2022

through

July

31,

2023.

On

July

28,

2023,

the

Fund

announced

that

the

Board

of

Directors

approved

an

extension

of

the

current

repurchase

authorization

permitting

the

Fund

to

repurchase

up

to

630,039

shares

during

the

period

from

August

1,

2023

through

July

31,

2024.

On

July

25,

2024,

the

Fund

announced

that

the

Board

of

Directors

approved

an

extension

of

the

current

repurchase

authorization

permitting

the

Fund

to

continue

to

purchase

outstanding

shares

of

its

common

stock

The

Central

and

Eastern

Europe

Fund,

Inc.

31

in

open-market

transactions

over

the

twelve-month

period

from

August

1,

2024

through

July

31,

2025.

The

Fund

did

not

repurchase

shares

between

November

1,

2022

and

October

31,

2024.

Repurchases

will

be

made

from

time

to

time

when

they

are

believed

to

be

in

the

best

interests

of

the

Fund.

As

noted

above,

no

such

purchases

were

made

by

the

Fund

in

its

fiscal

years

ended

October

31,

2023

and

2024.

There

can

be

no

assurance

that

the

Fund’s

repurchases

will

reduce

any

discount

that

may

from

time

to

time

exist

between

the

market

price

of

the

Fund’s

shares

referred

to

below

and

its

NAV

per

share.

Monthly

updates

concerning

the

Fund’s

repurchase

program

are

available

on

its

Web

site

at

dws.com

.

H.

Concentration

of

Ownership

From

time

to

time,

the

Fund

may

have

a

concentration

of

several

shareholder

accounts

holding

a

significant

percentage

of

shares

outstanding.

Investment

activities

of

these

shareholders

could

have

a

material

impact

on

the

Fund.

At

October

31,

2024,

there

were

two

shareholders

that

held

approximately

6%

and

5%

respectively,

of

the

outstanding

shares

of

the

Fund.

Report

of

Independent

Registered

Public

Accounting

Firm

32

The

Central

and

Eastern

Europe

Fund,

Inc.

To

the

Board

of

Directors

and

Shareholders

of

The

Central

and

Eastern

Europe

Fund,

Inc.:

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities

of

The

Central

and

Eastern

Europe

Fund,

Inc.

(the

“Fund”),

including

the

schedule

of

investments,

as

of

October

31,

2024,

and

the

related

statement

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

at

October

31,

2024,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

then

ended

and

its

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended,

in

conformity

with

U.S.

generally

accepted

accounting

principles.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Fund

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

the

Fund’s

internal

control

over

financial

reporting.

As

part

of

our

audits,

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting,

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Fund’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

The

Central

and

Eastern

Europe

Fund,

Inc.

33

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

October

31,

2024,

by

correspondence

with

the

custodian,

brokers, and others;

when

replies

were

not

received

from

brokers and others,

we

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

DWS

family

of

funds

since

at

least

1979,

but

we

are

unable

to

determine

the

specific

year.

Boston,

Massachusetts

December

19,

2024

34

The

Central

and

Eastern

Europe

Fund,

Inc.

Tax

Information

(Unaudited)

For

federal

Income

tax

purposes,

the

Fund

designates

$3,812,000,

or

the

maximum

amount

allowable

under

tax

law,

as

qualified

dividend

income.

The

Fund

paid

foreign

taxes

of

$395,232

and

earned

$2,428,629

of

foreign

source

income

during

the

year

ended

October

31,

2024.

Pursuant

to

Section

853

of

the

Internal

Revenue

Code,

the

Fund

designates

$0.0618

per

share

as

foreign

taxes

paid

and

$

0.3797

per

share

as

income

earned

from

foreign

sources

for

the

year

ended

October

31,

2024.

Please

consult

a

tax

advisor

if

you

have

questions

about

federal

or

state

income

tax

laws,

or

on

how

to

prepare

your

tax

returns.

If

you

have

specific

questions

about

your

account,

please

call

(800)

728-3337.

The

Fund

elected

to

be

subject

to

the

statutory

calculation,

notification

and

publication

requirements

of

the

German

Investment

Tax

Act

(Investmentsteuergesetz)

(the

“Act”)

for

the

fiscal

year

ended

October

31,

2023

and

intends

to

elect

to

be

subject

to

the

Act

for

the

fiscal

year

ending

October

31,

2024.

This

election

allows

investors

based

in

Germany

to

invest

in

the

Fund

without

adverse

tax

consequences.

Shares

Repurchased

and

Issued

(Unaudited)

The

Fund

has

been

purchasing

shares

of

its

common

stock

in

the

open

market

and

has

also

purchased

shares

pursuant

to

tender

offers.

Shares

repurchased

in

the

open

market,

shares

issued

for

dividend

reinvestment,

and

shares

tendered

and

accepted

for

the

past

five

years

are

as

follows:

j

Years

Ended

October

31,

2024

2023

2022

2021

2020

Shares

repurchased

—

—

112,036

319,638

193,962

Shares

issued

for

dividend

reinvestment

95,215

80,370

34,858

36,305

63,136

Report

of

Annual

Meeting

of

Stockholders

(Unaudited)

The

Central

and

Eastern

Europe

Fund,

Inc.

35

The

Annual

Meeting

of

Stockholders

(the

“Meeting”)

of

The

Central

and

Eastern

Europe

Fund,

Inc.

was

called

to

order

on

June

27,

2024.

The

Meeting

was

adjourned

until,

and

reconvened

on,

July

19,

2024

to

permit

the

solicitation

of

additional

votes

with

respect

to

the

election

of

Directors

of

the

Fund.

At

the

close

of

business

on

May

2,

2024,

the

record

date

for

the

determination

of

stockholders

entitled

to

vote

at

the

Meeting,

there

were

issued

and

outstanding

6,395,607

shares

of

the

Fund’s

common

stock,

each

share

being

entitled

to

one

vote,

constituting

all

of

the

Fund’s

outstanding

voting

securities.

At

the

Meeting

convened

on

June

27,

2024,

the

holders

of

3,739,423

shares

of

the

Fund’s

common

stock

were

represented

in

person

or

by

proxy,

constituting

a

quorum.

At

the

Meeting

reconvened

on

July

19,

2024,

the

holders

of

4,324,133

shares

of

the

Fund’s

common

stock

were

represented

in

person

or

by

proxy,

constituting

a

quorum.

At

the

Meeting,

the

following

matters

were

voted

upon

by

the

stockholders.

The

resulting

votes

are

presented

below:

1.

To

elect

two

(2)

Class

III

Directors,

each

to

serve

for

a

term

of

three

years

and

until

his

successor

is

elected

and

qualifies.

The

other

Directors

of

the

Fund

whose

terms

continued

after

the

Meeting

are

Ms.

Fiona

Flannery,

Mr.

Bernhard

Koepp,

Ms.

Hepsen

Uzcan

and

Mr.

Christian

M.

Zügel.

2.

To

ratify

the

appointment

by

the

Audit

Committee

and

the

Board

of

Directors

of

Ernst

&

Young

LLP,

an

independent

public

accounting

firm,

as

independent

auditors

for

the

fiscal

year

ending

October

31,

2024.

Number

of

Votes:

For

Withheld

Dr.

Holger

Hatje

3,351,186

972,947

Dr.

Wolfgang

Leoni

3,352,713

941,420

Number

of

Votes:

For

Against

Abstain

3,604,962

45,076

89,385

Voluntary

Cash

Purchase

Program

and

Dividend

Reinvestment

Plan

(Unaudited)

36

The

Central

and

Eastern

Europe

Fund,

Inc.

The

Fund

offers

shareholders

a

Voluntary

Cash

Purchase

Program

and

Dividend

Reinvestment

Plan

(“Plan”)

which

provides

for

optional

cash

purchases

and

for

the

automatic

reinvestment

of

dividends

and

distributions

payable

by

the

Fund

in

additional

Fund

shares.

A

more

complete

description

of

the

Plan

is

provided

in

the

Plan

brochure

available

from

DWS

Service

Company,

the

transfer

agent

(the

“Transfer

Agent”),

P.O.

Box

219066,

Kansas

City,

Missouri

64121-9066

(telephone

1-800-GERMANY

(1-800-437-6269)).

SS&C

GIDS,

Inc.

(the

“Plan

Agent”)

acts

as

the

plan

agent

under

the

Plan.

A

shareholder

should

read

the

Plan

brochure

carefully

before

enrolling

in

the

Plan.

Under

the

Plan,

participating

shareholders

(“Plan

Participants”)

appoint

the

Transfer

Agent

to

receive

or

invest

Fund

distributions

as

described

below

under

“Reinvestment

of

Fund

Shares.”

In

addition,

Plan

Participants

may

make

optional

cash

purchases

through

the

Transfer

Agent

as

often

as

once

a

month

as

described

below

under

“Voluntary

Cash

Purchases.”

There

is

no

charge

to

Plan

Participants

for

participating

in

the

Plan,

although

when

shares

are

purchased

under

the

Plan

by

the

Plan

Agent

on

the

New

York

Stock

Exchange

or

otherwise

on

the

open

market,

each

Plan

Participant

will

pay

a

pro

rata

share

of

brokerage

commissions

incurred

in

connection

with

such

purchases,

as

described

below

under

“Reinvestment

of

Fund

Shares”

and

“Voluntary

Cash

Purchases.”

Reinvestment

of

Fund

Shares.

Whenever

the

Fund

declares

a

capital

gain

distribution,

an

income

dividend

or

a

return

of

capital

distribution

payable,

at

the

election

of

shareholders,

either

in

cash

or

in

Fund

shares,

or

payable

only

in

cash,

the

Transfer

Agent

shall

automatically

elect

to

receive

Fund

shares

for

the

account

of

each

Plan

Participant.

Whenever

the

Fund

declares

a

capital

gain

distribution,

an

income

dividend

or

a

return

of

capital

distribution

payable

only

in

cash

and

the

net

asset

value

per

share

of

the

Fund’s

common

stock

equals

or

is

less

than

the

market

price

per

share

on

the

valuation

date

(the

“Market

Parity

or

Premium”),

the

Transfer

Agent

shall

apply

the

amount

of

such

dividend

or

distribution

payable

to

a

Plan

Participant

to

the

purchase

from

the

Fund

of

Fund

Shares

for

a

Plan

Participant’s

account,

except

that

if

the

Fund

does

not

offer

shares

for

such

purpose

because

it

concludes

Securities

Act

registration

would

be

required

and

such

registration

cannot

be

timely

effected

or

is

not

otherwise

a

cost-effective

alternative

for

the

Fund,

then

the

Transfer

Agent

shall

follow

the

procedure

described

in

the

next

paragraph.

The

number

of

additional

shares

to

be

credited

to

a

Plan

Participant’s

account

shall

be

determined

by

dividing

the

dollar

amount

of

The

Central

and

Eastern

Europe

Fund,

Inc.

37

the

distribution

payable

to

a

Plan

Participant

by

the

net

asset

value

per

share

of

the

Fund’s

common

stock

on

the

valuation

date,

or

if

the

net

asset

value

per

share

is

less

than

95%

of

the

market

price

per

share

on

such

date,

then

by

95%

of

the

market

price

per

share.

The

valuation

date

will

be

the

payable

date

for

such

dividend

or

distribution.

Whenever

the

Fund

declares

a

capital

gains

distribution,

an

income

dividend

or

a

return

of

capital

distribution

payable

only

in

cash

and

the

net

asset

value

per

share

of

the

Fund’s

common

stock

exceeds

the

market

price

per

share

on

the

valuation

date

(the

“Market

Discount”),

the

Plan

Agent

shall

apply

the

amount

of

such

dividend

or

distribution

payable

to

a

Plan

Participant

(less

a

Plan

Participant’s

pro

rata

share

of

brokerage

commissions

incurred

with

respect

to

open-market

purchases

in

connection

with

the

reinvestment

of

such

dividend

or

distribution)

to

the

purchase

on

the

open

market

of

Fund

shares

for

a

Plan

Participant’s

account.

The

valuation

date

will

be

the

payable

date

for

such

dividend

or

distribution.

Such

purchases

will

be

made

on

or

shortly

after

the

valuation

date

and

in

no

event

more

than

30

days

after

such

date

except

where

temporary

curtailment

or

suspension

of

purchase

is

necessary

to

comply

with

applicable

provisions

of

federal

securities

laws.

The

Transfer

Agent

or

the

Plan

Agent

may

aggregate

a

Plan

Participant’s

purchases

with

the

purchases

of

other

Plan

Participants,

and

the

average

price

(including

brokerage

commissions)

of

all

shares

purchased

by

the

Plan

Agent

shall

be

the

price

per

share

allocable

to

each

Plan

Participant.

For

all

purposes

of

the

Plan,

the

market

price

of

the

Fund’s

common

stock

on

a

payable

date

shall

be

the

last

sales

price

on

the

New

York

Stock

Exchange

on

that

date,

or,

if

there

is

no

sale

on

such

Exchange

(or,

if

different,

the

principal

exchange

for

Fund

shares)

on

that

date,

then

the

mean

between

the

closing

bid

and

asked

quotations

for

such

stock

on

such

Exchange

on

such

date.

The

net

asset

value

per

share

of

the

Fund’s

common

stock

on

a

valuation

date

shall

be

as

determined

by

or

on

behalf

of

the

Fund.

The

Transfer

Agent

may

hold

a

Plan

Participant’s

shares

acquired

pursuant

to

the

Plan,

together

with

the

shares

of

other

Plan

Participants

acquired

pursuant

to

this

Plan,

in

non-certificated

form

in

the

name

of

the

Transfer

Agent

or

that

of

a

nominee.

The

Transfer

Agent

will

forward

to

each

Plan

Participant

any

proxy

solicitation

material

and

will

vote

any

shares

so

held

for

a

Plan

Participant

only

in

accordance

with

the

proxy

returned

by

a

Plan

Participant

to

the

Fund.

Upon

a

Plan

Participant’s

written

request,

the

Transfer

Agent

will

deliver

to

a

Plan

Participant,

without

charge,

a

certificate

or

certificates

for

the

full

shares

held

by

the

Transfer

Agent.

Voluntary

Cash

Purchases.

Plan

Participants

have

the

option

of

making

investments

in

Fund

shares

through

the

Transfer

Agent

as

often

as

once

a

month.

Plan

Participants

may

invest

as

little

as

$100

in

any

month

and

may

38

The

Central

and

Eastern

Europe

Fund,

Inc.

invest

up

to

$36,000

annually

through

the

voluntary

cash

purchase

feature

of

the

Plan.

The

Plan

Agent

shall

apply

such

funds

(less

a

Plan

Participant’s

pro

rata

share

of

brokerage

commissions

or

other

costs,

if

any)

to

the

purchase

on

the

New

York

Stock

Exchange

(or,

if

different,

on

the

principal

exchange

for

Fund

shares)

or

otherwise

on

the

open

market

of

Fund

shares

for

such

Plan

Participant’s

account,

regardless

of

whether

there

is

a

Market

Parity

or

Premium

or

a

Market

Discount.

The

Plan

Agent

will

purchase

shares

for

Plan

Participants

on

or

about

the

15th

of

each

month.

Cash

payments

received

by

the

Transfer

Agent

less

than

five

business

days

prior

to

a

cash

purchase

investment

date

will

be

held

by

the

Transfer

Agent

until

the

next

month’s

investment

date.

Uninvested

funds

will

not

bear

interest.

Plan

Participants

may

withdraw

any

voluntary

cash

payment

by

written

notice

received

by

the

Transfer

Agent

not

less

than

48

hours

before

such

payment

is

to

be

invested.

Enrollment

and

Withdrawal.

Both

current

shareholders

and

first-time

investors

in

the

Fund

are

eligible

to

participate

in

the

Plan.

Current

shareholders

may

join

the

Plan

by

either

enrolling

their

shares

with

the

Transfer

Agent

or

by

making

an

initial

cash

deposit

of

at

least

$250

with

the

Transfer

Agent.

First-time

investors

in

the

Fund

may

join

the

Plan

by

making

an

initial

cash

deposit

of

at

least

$250

with

the

Transfer

Agent.

In

order

to

become

a

Plan

Participant,

shareholders

must

complete

and

sign

the

enrollment

form

included

in

the

Plan

brochure

and

return

it,

and,

if

applicable,

an

initial

cash

deposit

of

at

least

$250

directly

to

the

Transfer

Agent

if

shares

are

registered

in

their

name.

Shareholders

who

hold

Fund

shares

in

the

name

of

a

brokerage

firm,

bank

or

other

nominee

should

contact

such

nominee

to

arrange

for

it

to

participate

in

the

Plan

on

such

shareholder’s

behalf.

If

the

Plan

Participant

elects

to

participate

in

the

Plan

by

enrolling

current

shares

owned

by

the

Plan

Participant

with

the

Transfer

Agent,

participation

in

the

dividend

reinvestment

feature

of

the

Plan

begins

with

the

next

dividend

or

capital

gains

distribution

payable

after

the

Transfer

Agent

receives

the

Plan

Participant’s

written

authorization,

provided

such

authorization

is

received

by

the

Transfer

Agent

prior

to

the

record

date

for

such

dividend

or

distribution.

If

such

authorization

is

received

after

such

record

date,

the

Plan

Participant’s

participation

in

the

dividend

reinvestment

feature

of

the

Plan

begins

with

the

following

dividend

or

distribution.

If

the

Plan

Participant

elects

to

participate

in

the

Plan

by

making

an

initial

cash

deposit

of

at

least

$250

with

the

Transfer

Agent,

participation

in

the

dividend

reinvestment

feature

of

the

Plan

begins

with

the

next

dividend

or

capital

gains

distribution

payable

after

the

Transfer

Agent

receives

the

Plan

Participant’s

authorization

and

deposit,

and

after

the

Plan

Agent

The

Central

and

Eastern

Europe

Fund,

Inc.

39

purchases

shares

for

the

Plan

Participant

on

the

New

York

Stock

Exchange

(or,

if

different,

on

the

principal

exchange

for

Fund

shares)

or

otherwise

on

the

open

market,

provided

that

the

authorization

and

deposit

are

received,

and

the

purchases

are

made

by

the

Plan

Agent

prior

to

the

record

date.

If

such

authorization

and

deposit

are

received

after

the

record

date,

or

if

the

Plan

Agent

purchases

shares

for

the

Plan

Participant

after

the

record

date,

the

Plan

Participant’s

participation

in

the

dividend

reinvestment

feature

of

the

Plan

begins

with

the

following

dividend

or

distribution.

A

shareholder’s

written

authorization

and

cash

payment

must

be

received

by

the

Transfer

Agent

at

least

five

business

days

in

advance

of

the

next

cash

purchase

investment

date

(normally

the

15th

of

every

month)

in

order

for

the

Plan

Participant

to

participate

in

the

voluntary

cash

purchase

feature

of

the

Plan

in

that

month.

Plan

Participants

may

withdraw

from

the

Plan

without

charge

by

written

notice

to

the

Transfer

Agent.

Plan

Participants

who

choose

to

withdraw

may

elect

to

receive

stock

certificates

representing

all

of

the

full

shares

held

by

the

Transfer

Agent

on

their

behalf,

or

to

instruct

the

Transfer

Agent

to

sell

such

full

shares

and

distribute

the

proceeds,

net

of

brokerage

commissions,

to

such

withdrawing

Plan

Participant.

Withdrawing

Plan

Participants

will

receive

a

cash

adjustment

for

the

market

value

of

any

fractional

shares

held

on

their

behalf

at

the

time

of

termination.

Withdrawal

will

be

effective

immediately

with

respect

to

distributions

with

a

record

date

not

less

than

10

days

later

than

receipt

of

such

written

notice

by

the

Transfer

Agent.

Amendment

and

Termination

of

Plan.

The

Plan

may

only

be

amended

or

supplemented

by

the

Fund

or

by

the

Transfer

Agent

by

giving

each

Plan

Participant

written

notice

at

least

90

days

prior

to

the

effective

date

of

such

amendment

or

supplement,

except

that

such

notice

period

may

be

shortened

when

necessary

or

appropriate

in

order

to

comply

with

applicable

law

or

the

rules

or

policies

of

the

Securities

and

Exchange

Commission

or

any

other

regulatory

body.

The

Plan

may

be

terminated

by

the

Fund

or

by

the

Transfer

Agent

by

written

notice

mailed

to

each

Plan

Participant.

Such

termination

will

be

effective

with

respect

to

all

distributions

with

a

record

date

at

least

90

days

after

the

mailing

of

such

written

notice

to

the

Plan

Participants.

Federal

Income

Tax

Implications

of

Reinvestment

of

Fund

Shares.

Reinvestment

of

Fund

shares

does

not

relieve

Plan

Participants

from

any

income

tax

which

may

be

payable

on

dividends

or

distributions.

For

U.S.

federal

income

tax

purposes,

when

the

Fund

issues

shares

representing

an

income

dividend

or

a

capital

gains

dividend,

a

Participant

will

include

in

income

the

fair

market

value

of

the

shares

received

as

of

the

payment

date,

which

will

be

ordinary

dividend

income

or

capital

gains,

as

the

case

40

The

Central

and

Eastern

Europe

Fund,

Inc.

may

be.

The

shares

will

have

a

tax

basis

equal

to

such

fair

market

value,

and

the

holding

period

for

the

shares

will

begin

on

the

day

after

the

date

of

distribution.

If

shares

are

purchased

on

the

open

market

by

the

Plan

Agent,

a

Plan

Participant

will

include

in

income

the

amount

of

the

cash

payment

made.

The

basis

of

such

shares

will

be

the

purchase

price

of

the

shares,

and

the

holding

period

for

the

shares

will

begin

on

the

day

following

the

date

of

purchase.

State,

local

and

foreign

taxes

may

also

be

applicable.

The

Central

and

Eastern

Europe

Fund,

Inc.

41

Approval

of

Continuance

of

Investment

Advisory

Agreement

(Unaudited)

The

Fund’s

directors

approved

the

continuance

of

the

investment

advisory

agreement

between

the

Fund

and

DWS

International

GmbH

(“DWSI”)

(the

“agreement”)

at

a

meeting

held

on

November

12,

2024.

The

Fund’s

directors

simultaneously

approved

the

continuance

of

the

administration

agreement

(the

“administration

agreement”)

between

the

Fund

and

DWS

Investment

Management

Americas,

Inc.

(“DIMA”),

an

affiliate

of

DWSI.

In

preparation

for

the

meeting,

the

directors

had

requested,

received

and

evaluated

extensive

materials

from

DWSI

and

DIMA,

including

performance

and

expense

information

for

other

investment

companies

with

similar

investment

objectives

derived

from

data

compiled

by

Broadridge

Financial

Solutions,

Inc.

(“Broadridge”).

Prior

to

voting,

the

directors

reviewed

the

proposed

approval

of

the

continuance

of

the

agreement

with

management

and

experienced

Fund

counsel

and

received

a

memorandum

from

such

counsel

discussing

the

legal

standards

for

their

consideration

of

the

proposed

approval

of

the

continuance.

The

directors

also

discussed

the

proposed

approval

in

private

sessions

with

counsel

at

which

no

representatives

of

DWSI

or

DIMA

were

present.

In

reaching

their

determination

relating

to

approval

of

the

agreement,

the

directors

considered

all

factors

they

believed

relevant,

including

the

following:

1.

information

comparing

the

Fund’s

performance

to

other

investment

companies

with

similar

investment

objectives

and

to

an

index;

2.

the

nature,

extent

and

quality

of

investment

advisory

and

other

services

rendered

by

DWSI;

3.

payments

received

by

DWSI

and

its

affiliates

(including

DIMA)

from

all

sources

in

respect

to

the

Fund;

4.

the

costs

borne

by,

and

profitability

of,

DWSI

and

DIMA

in

providing

services

to

the

Fund;

5.

comparative

fee

and

expense

data

for

the

Fund

and

other

investment

companies

with

similar

investment

objectives;

6.

the

extent

to

which

economies

of

scale

would

be

realized

as

the

Fund

grows

and

whether

fee

levels

reflect

these

economies

of

scale

for

the

benefit

of

investors;

7.

DWSI’s

policies

and

practices

regarding

allocation

of

the

Fund’s

portfolio

transactions,

including

the

fact

that

DWSI

does

not

benefit

from

soft

dollar

arrangements;

8.

the

Fund’s

portfolio

turnover

rates

compared

to

those

of

other

closed-

end

investment

companies

investing

in

international

equities;

42

The

Central

and

Eastern

Europe

Fund,

Inc.

9.

fall-out

benefits

which

DWSI

and

its

affiliates

receive

from

their

relationships

with

the

Fund;

10.

information

concerning

the

programs

established

by

DWSI

with

respect

to

compliance,

risk

management,

cybersecurity,

disclosure

and

ethics;

11.

the

professional

experience

and

qualifications

of

the

Fund’s

portfolio

management

team

and

other

senior

personnel

of

DWSI.

12.

information

about

various

regulatory

enforcement

and

litigation

matters

affecting

DWS

Group

GmbH

&

Co.

KGaA

(“DWS

Group”),

certain

of

its

subsidiaries,

including

DIMA,

and

DWS

Group’s

controlling

shareholder

Deutsche

Bank

AG

(“Deutsche

Bank”)

and

management’s

representations

that

none

of

such

matters

was

expected

to

have

any

adverse

effect

on

the

management

or

operations

of

the

Fund

or

the

quality

of

services

provided

by

DWSI

and

DIMA

to

the

Fund,

or

result

in

any

material

changes

to

the

persons

at

DWSI

and

DIMA

providing

services

to

the

Fund,

and

that,

to

the

extent

such

persons

leave

DWSI

or

DIMA,

high

quality

replacements

would

be

put

in

place

as

promptly

as

is

reasonably

practicable;

13.

DWSI’s

agreement

to

waive

50%

of

its

contractual

advisory

fee

until

further

notice

effective

February

24,

2022,

which

is

the

date

Russia

invaded

Ukraine,

such

waiver

to

continue

until

at

least

June

30,

2025,

with

no

diminution

in

the

quality

of

services

provided

to

the

Fund;

and

14.

the

terms

of

the

agreement.

The

directors

also

considered

their

knowledge

of

the

nature

and

quality

of

the

services

provided

by

DIMA

and

DWSI

to

the

Fund

gained

from

their

experience

as

directors

of

the

European

Equity

Fund

and

the

New

Germany

Fund

and

their

confidence

in

DWSI’s

integrity

and

competence

gained

from

that

experience

and

DWSI’s

responsiveness

to

concerns

raised

by

them

in

the

past,

including

DWSI’s

willingness

to

consider

and

implement

organizational

and

operational

changes

designed

to

improve

investment

results

and

the

services

provided

to

the

Fund.

In

their

deliberations,

the

directors

did

not

identify

any

particular

information

that

was

all-important

or

controlling,

and

each

director

may

have

attributed

different

weights

to

the

various

factors.

The

directors

determined

that

the

overall

arrangements

between

the

Fund

and

DWSI,

as

provided

in

the

agreement,

were

fair

and

reasonable

in

light

of

the

services

performed,

expenses

incurred

and

such

other

matters

as

the

directors

considered

relevant

in

the

exercise

of

their

reasonable

judgment.

The

directors

further

determined

that

they

were

satisfied

that

the

services

provided

by

DWSI

to

the

Fund

represented

good

value

for

the

money

payable

to

it

by

the

Fund.

The

Central

and

Eastern

Europe

Fund,

Inc.

43

The

material

factors

and

conclusions

that

formed

the

basis

for

the

directors’

reaching

their

determination

to

approve

the

continuance

of

the

agreement

(including

their

determinations

that

DWSI

should

continue

in

its

role

as

investment

advisor

for

the

Fund,

and

that

the

fees

payable

to

DWSI

pursuant

to

the

agreement

are

appropriate)

were

separately

discussed

by

the

directors.

Nature,

Extent

and

Quality

of

Services

Provided

by

DWSI.

The

directors

noted

that,

under

the

agreement,

DWSI,

in

accordance

with

the

Fund’s

investment

objectives,

policies

and

limitations,

makes

all

decisions

with

respect

to

suitable

securities

for

investment

by

the

Fund

and

transmits

purchase

and

sale

orders

and

selects

brokers

and

dealers

to

execute

portfolio

transactions

on

behalf

of

the

Fund.

DWSI

pays

all

of

the

compensation

of

the

Fund’s

directors

and

officers

who

are

interested

persons

of

DWSI.

The

directors

considered

the

scope

and

quality

of

services

provided

by

DWSI

under

the

agreement

and

noted

that

the

scope

of

services

provided

had

expanded

over

time

as

a

result

of

regulatory

and

other

developments.

The

directors

also

considered

the

commitment

of

DWSI

to,

and

the

programs

established

by

it

with

respect

to,

compliance,

risk

management,

cybersecurity,

disclosure

and

ethics.

The

directors

considered

the

quality

of

the

investment

research

capabilities

of

DWSI

and

the

other

resources

it

has

dedicated

to

performing

services

for

the

Fund.

The

quality

of

the

advisory

services

provided

also

were

considered.

The

directors

considered

management’s

representation

that

the

various

regulatory

enforcement

and

litigation

matters

affecting

DWS

Group

(including

DIMA)

and

Deutsche

Bank

enumerated

in

No.

12

above

were

not

expected

to

have

any

adverse

effect

on

the

management

or

operations

of

the

Fund

or

the

quality

of

services

provided

by

DWSI

and

DIMA

to

the

Fund,

or

result

in

any

material

changes

to

the

persons

at

DWSI

and

DIMA

providing

services

to

the

Fund

and

that,

to

the

extent

such

persons

leave

DWSI

or

DIMA,

high

quality

replacements

would

be

put

in

place

as

promptly

as

is

reasonably

practicable.

The

directors

agreed

that

they

would

continue

to

monitor

the

matters

in

No.

12

above,

including

the

dedication

of

resources

to

the

Fund

going

forward,

and

management

agreed

to

continue

to

provide

information

to

facilitate

such

review.

The

directors

concluded

that,

overall,

they

were

satisfied

with

the

nature,

extent

and

quality

of

services

provided

(and

expected

to

be

provided)

to

the

Fund

under

the

agreement.

Costs

of

Services

Provided

and

Profitability

to

DWSI.

At

the

request

of

the

directors,

DWSI

provided

information

concerning

its

revenues,

expenses

and

net

income

and

financial

condition

for

2023

as

well

as

information

about

revenues

and

expenses

and

the

profitability

of

its

relationship

with

the

Fund

in

2023.

Similar

information

was

provided

for

DIMA.

The

directors

reviewed

the

assumptions

and

methods

of

allocation

used

by

DWSI

and

DIMA

in

preparing

Fund-specific

profitability

data.

DWSI

44

The

Central

and

Eastern

Europe

Fund,

Inc.

and

DIMA

stated

their

belief

that

the

methods

of

allocation

used

were

reasonable,

but

noted

that

there

are

limitations

inherent

in

allocating

costs

to

multiple

individual

clients

served

by

organizations

such

as

DWSI

and

DIMA

where

each

of

the

clients

draws

on,

and

benefits

from,

the

research

and

other

resources

of

the

DWS

organization.

The

directors

recognized

that

it

is

difficult

to

make

comparisons

of

profitability

from

fund

advisory

contracts

because

comparative

information

is

not

generally

publicly

available

and

is

affected

by

numerous

factors,

including

the

structure

of

the

particular

advisor,

the

types

of

funds

it

manages,

its

business

mix,

numerous

assumptions

regarding

allocations

and

the

advisor’s

capital

structure

and

cost

of

capital.

In

considering

profitability

information,

the

directors

considered

the

effect

of

possible

fall-out

benefits

on

DWSI’s

expenses,

including

the

fact

that

there

were

no

affiliated

brokerage

commissions.

The

directors

noted

that

at

the

beginning

of

2018

DWSI

had

discontinued

its

prior

practice

of

allocating

a

portion

of

the

Fund’s

brokerage

to

receive

research

generated

by,

or

paid

for

by,

executing

brokers.

They

also

noted

that

DWSI

has

policies

to

prohibit

consideration

of

the

sale

of

shares

of

DWS

funds

when

selecting

broker

dealers

to

execute

portfolio

transactions

for

the

Fund

or

other

DWS

funds.

Based

on

their

review,

the

directors

concluded

that

DWSI’s

level

of

profitability

from

its

relationships

with

the

Fund

was

not

excessive.

The

directors

also

considered

the

aggregate

profitability

of

the

relationships

with

the

Fund

of

DWSI

and

DIMA

in

2023

and

concluded

that

it

was

not

excessive.

Investment

Results.

In

addition

to

the

information

received

by

the

directors

for

the

meeting,

the

directors

receive

detailed

performance

information

for

the

Fund

at

each

regular

board

meeting

during

the

year

and

also

receive

monthly

performance

information.

As

the

Fund

is

not

aware

of

any

closed-end

fund

with

an

objective

similar

to

that

of

the

Fund,

and

the

Fund’s

market

trading

premium

or

discount

is

beyond

the

control

of

DWSI,

the

directors

generally

focus

on

the

Fund’s

performance

based

on

net

asset

value

compared

to

its

benchmark

when

assessing

investment

results.

In

considering

the

investment

performance

of

the

Fund

as

compared

to

its

benchmark,

the

directors

noted

since

Russian

securities

were

removed

from

the

benchmark

in

March

2022,

the

index

has

been

concentrated

in

the

commercial

banking

sector,

whereas

the

Fund

had

a

fundamental

policy

to

concentrate

in

the

energy

sector

until

stockholder

approved

the

removal

of

such

policy

at

their

June

2022

annual

meeting

of

stockholders,

and

that

since

that

time

the

Fund

has

a

fundamental

policy

of

not

concentrating

its

investments

in

any

industry.

The

directors

further

noted

that

the

Fund’s

investment

performance

in

2024

had

been

positively

impacted

by

the

revaluation

or

sale

of

certain

depositary

receipts

for

Russian

securities

that

had

previously

been

valued

at

zero

in

light

of

The

Central

and

Eastern

Europe

Fund,

Inc.

45

measures

implemented

by

the

Russian

Government

and

Central

Bank

following

the

imposition

of

sanctions

by

Western

governments

following

Russia’s

invasion

of

Ukraine

in

February

2022.

The

directors

also

reviewed

information

showing

the

Fund’s

performance

compared

to

that

of

other

investment

vehicles

compiled

by

management

based

on

information

provided

by

Broadridge

and

Morningstar.

The

directors

also

reviewed

information

showing

performance

of

the

Fund’s

benchmark

index,

since

August

1,

2017,

the

MSCI

Emerging

Markets

Eastern

Europe

Index.

The

comparative

information

showed

that

the

Fund

outperformed

its

benchmark

in

the

first

ten

months

of

2024,

underperformed

the

benchmark

in

2023,

outperformed

the

benchmark

in

2022,

underperformed

the

benchmark

in

2021

and

in

2019,

and

outperformed

it

in

2020.

Taking

into

account

these

comparisons

and

the

other

factors

considered,

including

the

agreement

of

DSWI,

in

response

to

a

request

from

the

directors,

to

implement

a

10

basis

point

partial

fee

waiver

for

a

one

year

period

effective

January

1,

2022,

and

its

subsequent

agreement

to

voluntarily

waive

50%

of

its

contractual

advisory

fee

(in

a

manner

incorporating

the

previously

agreed

10

basis

point

temporary

waiver)

effective

February

24,

2022

until

further

notice

and

until

at

least

June

30,

2025,

in

all

cases

with

no

diminution

in

the

quality

of

services

provided

to

the

Fund,

the

directors

concluded

it

was

reasonable

to

continue

the

agreement.

Management

and

Investment

Advisory

Fees

and

Other

Expenses.

The

directors

considered

the

investment

advisory

fee

rates

payable

by

the

Fund

to

DWSI

under

the

agreement.

The

directors

recognized

that

it

is

difficult

to

make

comparisons

of

advisory

fees

because

there

are

variations

in

the

services

that

are

included

in

the

fees

paid

by

other

funds

and

noted

that

no

closed-end

or

open-end

U.S.

fund

has

a

similar

investment

strategy

as

the

Fund.

The

directors

also

considered

information

provided

by

DWSI

concerning

the

fee

rates

charged

by

it

to

other

investment

companies

having

somewhat

similar

mandates

as

the

Fund,

and

the

representation

by

DWSI

that

it

does

not

manage

any

other

institutional

accounts

that

have

similar

mandates

as

the

Fund.

The

directors

noted

that

the

retail

classes

of

non-U.S.

open-end

funds

advised

by

DWSI

pay

management

fees

that,

while

not

entirely

comparable

to

the

fees

payable

by

the

Fund

to

DWSI

and

DIMA,

are

substantially

higher

than

the

combined

advisory

and

administration

fee

rate

paid

by

the

Fund.

The

directors

also

noted

the

temporary

voluntary

fee

waivers

implemented

by

DWSI

as

discussed

above.

The

Fund’s

management

expense

comparison

group

consisted

of

nine

emerging

markets

closed-end

funds

(including

the

Fund)

and

10

open-

end

emerging

markets

funds

and

three

European

region

funds

(plus

the

Fund)

selected

by

Broadridge.

The

directors

reviewed

information

comparing

the

combined

advisory

and

administrative

fees

payable

under

46

The

Central

and

Eastern

Europe

Fund,

Inc.

the

agreement

and

the

administration

agreement

for

this

purpose,

noting

that

DWSI

and

DIMA

are

affiliated

companies.

The

directors

noted

that

the

combined

actual

advisory

and

administrative

fee

rate

paid

by

the

Fund

in

2023

was

CEE: 0.575%

(net

of

the

temporary

voluntary

fee

waiver

referred

to

above)

and

that

the

information

prepared

by

Broadridge

indicated

that

the

combined

fee

rate

was

below

the

median

contractual

and

actual

fee

median

rates

of

the

closed-end

fund

comparison

group,

and

above

the

median

contractual

and

actual

median

fee

rates,

of

the

open-

end

fund

comparison

group.

The

directors

also

considered

the

Fund’s

net

expense

ratio

in

comparison

to

the

fees

and

expenses

of

31

other

closed-end

international

equity

funds

compiled

by

management

based

on

Morningstar

data.

The

directors

also

noted

that

the

Fund’s

net

expense

ratio

was

below

the

median

and

average

and

in

the

second

quartile

of

the

comparison

group.

The

directors

concluded

that

the

Fund’s

expense

ratio

was

satisfactory.

Economies

of

Scale.

The

directors

noted

that

the

investment

advisory

fee

schedule

in

the

agreement

contains

breakpoints

that

reduce

the

fee

rate

on

assets

above

specified

levels.

The

directors

recognized

that

breakpoints

may

be

an

appropriate

way

for

DWSI

to

share

its

economies

of

scale

with

some

funds

that

have

substantial

assets

or

that

may

grow

materially

over

the

next

year.

However,

they

also

recognized

that

there

is

no

direct

relationship

between

the

economies

of

scale

realized

by

funds

and

those

realized

by

DWSI

as

assets

increase,

largely

because

economies

of

scale

are

realized

(if

at

all)

by

DWSI

across

a

variety

of

products

and

services,

and

not

only

in

respect

of

a

single

fund.

They

also

noted

that

the

Fund’s

assets

have

generally

diminished

over

recent

years,

and

that

they

had

diminished

very

significantly

following

Russia’s

invasion

of

Ukraine

on

February

24,

2022.

Having

taken

these

factors

into

account,

the

directors

concluded

that

the

breakpoint

arrangements

in

the

agreement

were

acceptable

under

the

Fund’s

circumstances.

The

Central

and

Eastern

Europe

Fund,

Inc.

47

Investment

Objective,

Investment

Policies

and

Principal

Risks

Investment

Objective.

The

investment

objective

of

The

Central

and

Eastern

Europe

Fund,

Inc.

(the

“Fund”)

is

to

seek

long-term

capital

appreciation

through

investment

primarily

in

equity

or

equity-linked

securities

of

issuers

domiciled

in

Central

and

Eastern

Europe.

The

term

“Central

and

Eastern

Europe”

includes,

for

this

purpose,

the

following

twenty-four

countries:

Albania,

Austria,

Belarus,

Bosnia

and

Herzegovina,

Bulgaria,

Croatia,

Czech

Republic,

Estonia,

North

Macedonia,

Germany,

Hungary,

Latvia,

Liechtenstein,

Lithuania,

Moldova,

Montenegro,

Poland,

Romania,

Russia,

Serbia,

Slovakia,

Slovenia,

Switzerland,

and

Ukraine.

Current

interest

and

dividend

income

is

not

an

objective

of

the

Fund.

No

assurance

can

be

given

that

the

Fund

will

be

able

to

achieve

its

investment

objective.

Investment

Policies.

Under

normal

circumstances,

the

Fund

will

invest

at

least

80%

of

its

net

assets

(plus

borrowings

used

for

investment

purposes)

in

the

equity

or

equity-linked

securities

of

issuers

domiciled

in

Central

and

Eastern

Europe.

The

Fund

may

also

invest

up

to

20%

of

the

value

of

its

total

assets

in

equity

or

equity-linked

securities

of

issuers

domiciled

elsewhere

in

Europe.

The

term

“Europe”

includes,

for

this

purpose,

the

following

twenty-five

countries,

in

addition

to

the

Central

and

Eastern

Europe

countries

listed

in

the

preceding

paragraph:

Andorra,

Azerbaijan,

Belgium,

Denmark,

Finland,

France,

Georgia,

Greece,

Iceland,

Ireland,

Italy,

Kazakhstan,

Kosovo,

Luxembourg,

Malta,

Monaco,

the

Netherlands,

Norway,

Portugal,

San

Marino,

Spain,

Sweden,

Turkey,

the

United

Kingdom,

and

Vatican

City.

(The

list

of

countries

in

Europe

includes

the

following

transcontinental

countries

that

are

geographically

in

both

Asia

and

Europe:

Azerbaijan,

Georgia,

Kazakhstan,

Russia

and

Turkey.)

Any

future

country

or

countries

(or

other

political

entities)

formed

by

combination

or

division

of

the

countries

comprising

Central

and

Eastern

Europe

or

Europe

shall

also

be

deemed

to

be

included

within

the

term

“Central

and

Eastern

Europe”

or

“Europe,”

respectively.

An

issuer

is

deemed

to

be

domiciled

in

a

country

or

region

if:

(1)

it

is

organized

under

the

laws

of

that

country,

or

a

country

within

that

region,

or

maintains

its

principal

place

of

business

in

that

country

or

region;

(2)

it

derives

50%

or

more

of

its

annual

revenues

or

profits

from

goods

produced

or

sold,

investments

made

or

services

performed

in

that

country

or

region,

or

has

50%

or

more

of

its

assets

in

that

country

or

region,

in

each

case

as

determined

in

good

faith

by

the

Fund’s

investment

adviser;

or

(3)

its

equity

securities

are

traded

principally

in

that

country

or

region.

48

The

Central

and

Eastern

Europe

Fund,

Inc.

Portfolio

Structure.

The

Fund

seeks

to

achieve

its

investment

objective

of

long-term

capital

appreciation

primarily

by

investing

in

equity

or

equity-

linked

securities

of

companies

in

a

spectrum

of

industries.

Equity

and

equity-linked

securities

include

common

stock,

convertible

and

non-

convertible

preferred

stock,

whether

voting

or

non-voting,

convertible

bonds,

bonds

with

warrants

and

unattached

warrants.

Equity-linked

securities

also

include

options,

futures,

and

options

on

futures

on

equities

or

indices

of

equity

securities.

The

Fund

may

seek

to

earn

additional

income

by

lending

its

portfolio

securities.

The

Fund

will

not

concentrate

investments

in

any

one

industry.

This

means

that

the

Fund

will

not

invest

more

than

25%

of

its

total

assets

in

the

securities

of

issuers

in

any

one

industry.

For

purposes

of

this

policy,

the

Fund’s

investment

adviser

generally

classifies

the

issuers

of

the

Fund’s

portfolio

securities

at

the

industry

sub-group

level.

In

selecting

industries

and

companies

for

investment

by

the

Fund,

the

Fund’s

investment

adviser

generally

considers

factors

such

as

overall

growth

prospects,

competitive

position

in

their

product

markets,

management,

technology,

research

and

development,

productivity,

labor

costs,

raw

material

costs

and

sources,

profit

margins,

return

on

investment,

capital

resources

and

government

regulation.

Portfolio

management

may

also

consider

financially

material

environmental,

social

and

governance

(ESG)

factors.

Such

factors

may

include,

but

are

not

limited

to,

exposure

to

climate

change

risks.

The

Fund

has

no

current

intention

of

focusing

its

investments

in

any

particular

countries

other

than

Poland,

Hungary

and

the

Czech

Republic,

where

Fund

investments

are,

and

may

in

the

future

be,

significant.

However,

except

as

described

herein,

there

are

no

prescribed

limits

on

geographic

asset

distribution

within

the

Central

and

Eastern

Europe

countries

and,

from

time

to

time,

a

significant

portion

of

the

Fund’s

assets

may

be

invested

in

companies

domiciled

in

as

few

as

three

countries.

The

Fund

may

not

purchase

more

than

10%

of

the

outstanding

voting

securities

of

any

single

issuer.

Although

it

intends

to

focus

its

investments

in

equities

or

equity-linked

securities

that

are

listed

on

a

recognized

securities

exchange

or

otherwise

publicly

traded,

the

Fund

may

also

invest

in

securities

that

are

not

readily

marketable.

The

Fund

is

classified

as

a

“non-diversified”

investment

company.

The

Fund

may

also

invest

in

other

investment

companies,

subject

to

applicable

limitations

under

the

Investment

Company

Act

of

1940,

as

amended

(“1940

Act”).

In

determining

whether

to

invest

assets

of

the

Fund

in

other

investment

companies,

the

investment

adviser

will

take

into

The

Central

and

Eastern

Europe

Fund,

Inc.

49

consideration,

among

other

factors,

the

advisory

fee

and

other

expenses

payable

by

such

other

investment

companies.

Principal

Risks

Stock

market

risk.

When

stock

prices

fall,

you

should

expect

the

value

of

your

investment

to

fall

as

well.

Stock

prices

can

be

hurt

by

poor

management

on

the

part

of

the

issuer

of

the

stock,

shrinking

product

demand

and

other

business

risks.

These

may

affect

single

companies

as

well

as

groups

of

companies.

The

market

as

a

whole

may

not

favor

the

types

of

investments

the

Fund

makes,

which

could

adversely

affect

a

stock’s

price,

regardless

of

how

well

the

company

performs,

or

the

Fund’s

ability

to

sell

a

stock

at

an

attractive

price.

There

is

a

chance

that

stock

prices

overall

will

decline

because

stock

markets

tend

to

move

in

cycles,

with

periods

of

rising

and

falling

prices.

Events,

including

actions

taken

by

central

banks

and

governments

to

stimulate

or

stabilize

economic

growth,

may

at

times

result

in

unusually

high

market

volatility,

which

could

negatively

affect

performance.

High

market

volatility

may

also

result

from

significant

shifts

in

momentum

of

one

or

more

specific

stocks

due

to

increases

or

decreases

in

trading

activity.

Momentum

can

change

quickly,

and

securities

subject

to

shifts

in

momentum

may

be

more

volatile

than

the

market

as

a

whole

and

returns

on

such

securities

may

drop

precipitously.

The

Fund

focuses

its

investments

in

Central

and

Eastern

Europe,

and

accordingly

the

Fund’s

performance

may

be

affected

by

the

general

performance

of

that

region.

Foreign

investment

risk.

Adverse

political,

economic

or

social

developments,

as

well

as

US

and

foreign

government

actions

such

as

the

imposition

of

tariffs,

economic

and

trade

sanctions

or

embargoes,

could

undermine

the

value

of

the

Fund’s

foreign

investments,

prevent

the

Fund

from

realizing

the

full

value

of

its

foreign

investments

or

prevent

the

Fund

from

selling

foreign

securities

it

holds.

Financial

reporting

standards

for

companies

based

in

foreign

markets

differ

from

those

in

the

US.

To

the

extent

that

the

Fund

invests

in

non-US

dollar

denominated

foreign

securities,

changes

in

currency

exchange

rates

may

affect

the

US

dollar

value

of

foreign

securities

or

the

income

or

gain

received

on

these

securities.

Foreign

governments

may

restrict

investment

by

foreign

parties,

limit

withdrawal

of

trading

profit

or

currency

from

the

country,

restrict

currency

exchange

or

seize

foreign

investments.

The

foreign

investments

of

the

Fund

may

also

be

subject

to

foreign

withholding

or

other

taxes.

Foreign

brokerage

commissions

and

other

fees

are

generally

higher

than

those

for

US

investments,

and

the

transactions

and

custody

of

foreign

assets

may

involve

delays

in

payment,

delivery

or

recovery

of

money

or

investments.

50

The

Central

and

Eastern

Europe

Fund,

Inc.

Foreign

markets

can

have

liquidity

risks

beyond

those

typical

of

US

markets.

Because

foreign

exchanges

generally

are

smaller

and

less

liquid

than

US

exchanges,

buying

and

selling

foreign

investments

can

be

more

difficult

and

costly.

Relatively

small

transactions

can

sometimes

materially

affect

the

price

and

availability

of

foreign

securities.

In

certain

situations,

it

may

become

virtually

impossible

to

sell

foreign

investments

in

an

orderly

fashion

at

a

price

that

approaches

portfolio

management’s

estimate

of

its

value.

For

the

same

reason,

it

may

at

times

be

difficult

to

value

the

Fund’s

foreign

investments.

Regional

focus

risk.

Focusing

investments

in

a

single

geographic

region,

as

the

Fund

does,

involves

increased

currency,

political,

regulatory

and

other

risks

compared

to

a

broader

investment

strategy.

Market

swings

in

a

targeted

region

are

likely

to

have

a

greater

effect

on

the

Fund’s

performance

than

they

would

in

a

more

geographically

diversified

fund.

Emerging

markets

risk.

The

Fund

invests

primarily

in

equity

securities

of

emerging

market

companies.

Foreign

investment

risks

are

greater

in

emerging

markets

than

in

developed

markets.

Investments

in

emerging

markets

are

often

considered

speculative.

Emerging

market

countries

typically

have

economic

and

political

systems

that

are

less

mature

and

stable

than

those

in

developed

markets.

For

example,

the

economies

of

such

countries

can

be

subject

to

rapid

and

unpredictable

rates

of

inflation

or

deflation.

Applicable

regulatory,

accounting,

auditing

and

financial

reporting

and

recordkeeping

standards

may

be

less

rigorous

in

emerging

market

countries

and

there

may

be

significant

differences

between

financial

statements

prepared

in

accordance

with

accounting

standards

and

practices

in

emerging

market

countries

and

those

prepared

in

accordance

with

international

accounting

standards.

In

particular,

the

assets

and

profits

appearing

on

the

financial

statements

of

an

emerging

market

issuer

may

not

reflect

its

financial

position

or

results

of

operations

in

the

way

they

would

be

reflected

had

such

financial

statements

been

prepared

in

accordance

with

US

Generally

Accepted

Accounting

Principles.

The

quality

of

audits

in

emerging

market

countries

may

be

unreliable.

Consequently,

the

Fund

may

not

be

provided

the

same

degree

of

protection

or

information

as

would

generally

apply

in

developed

countries

and

the

Fund

may

be

exposed

to

significant

losses.

There

is

also

substantially

less

publicly

available

information

about

emerging

market

issuers

than

there

is

about

issuers

in

developed

countries.

Therefore,

disclosure

of

certain

material

information

may

not

be

made,

and

less

information

may

be

available

to

the

Fund

and

other

investors

than

would

be

the

case

if

the

Fund’s

investments

were

restricted

to

securities

of

issuers

in

developed

countries.

The

Central

and

Eastern

Europe

Fund,

Inc.

51

Risks

relating

to

investment

in

Russia.

In

addition

to

the

risks

caused

by

Russia’s

invasion

of

Ukraine

discussed

below,

investing

in

securities

of

Russian

issuers

involves

a

number

of

other

risks

and

special

considerations,

including

risks

associated

with

government

control

of

a

large

share

of

economic

activity

and

significant

government

ownership

of

companies

in

important

sectors

of

the

economy,

including

banking,

energy

production

and

distribution,

automotive,

transportation

and

telecommunications.

In

addition,

the

Russian

economy

is

highly

sensitive

to

the

prices

of

oil

and

gas.

Other

risks

of

investing

in

securities

of

Russian

issuers

include

the

risk

of

potential

expropriation

or

nationalization

of

assets,

weak

corporate

governance

practices

and

poor

transparency

in

financial

reporting,

restrictions

on

and

government

intervention

in

international

trade,

government

interference

in

the

administration

of

justice,

confiscatory

or

punitive

taxation,

governmental

control

and

heavy

regulation

of

industry

and

labor,

regional

conflict,

political

instability,

including

authoritarian

or

military

involvement

in

government

decision

making,

armed

conflicts,

and

the

potential

adverse

impact

of

civil

unrest.

The

United

States,

the

European

Union,

the

United

Kingdom

and

other

countries

have

imposed

sanctions

on

Russia

and

certain

Russian

companies

in

response

to

Russian

military

and

other

actions,

including

Russia’s

February

2022

invasion

of

Ukraine.

The

ongoing

war

in

Ukraine

may

lead

to

further

sanctions.

Recent

events,

including

the

announcements

of

sanctions,

and

steps

taken

by

Russia’s

central

bank

and

certain

stock

exchanges,

have

negatively

affected

the

value

and

liquidity

of

many

of

the

Fund’s

portfolio

investments,

particularly

its

Russian

investments

(some

of

which

are

in

companies

affected

by

the

sanctions).

Most

of

the

Fund's

Russian

investments

have

been

fair

valued

at

zero

since

March

14,

2022.

There

can

be

no

assurance

that

such

assets

will

not

continue

to

be

fair

valued

at

zero

indefinitely.

These

circumstances

have

resulted

in

market

disruptions,

inability

to

conduct

normal

market

purchase

and

sale

transactions,

impacts

to

receipt

of

dividend

income

as

well

as

the

introduction

of

asset

transfer

restrictions

and

the

adoption

of

currency

restrictions

prohibiting

the

repatriation

of,

or

further

investment

of,

Russian

ruble

income

received

on

securities.

On

April

16,

2022,

the

Russian

Federation

adopted

Federal

Law

No.

114-FZ,

which

relates

to

the

mandatory

termination

by

Russian

incorporated

issuers

of

depository

receipt

(“DR”)

programs

(the

“DR

Law”).

The

DR

Law

provides

for

the

mandatory

termination

of

DR

programs

by

all

Russian

incorporated

issuers

unless

an

express

permission

is

obtained

by

the

issuer

from

the

relevant

Russian

authority

to

retain

the

issuer’s

DR

program.

Since

April

27,

2022,

the

DR

Law’s

effective

date,

all

voting

and

dividend

rights

attached

to

the

shares

underlying

outstanding

DRs

have

been

suspended.

With

respect

to

its

holdings

of

Russian

DRs,

the

Fund

participated

in

four

mandatory

share

conversion

schemes

while

complying

with

restrictions

imposed

by

sanctions.

Due

to

the

frequently

changing

regulatory

and

market

52

The

Central

and

Eastern

Europe

Fund,

Inc.

environment

and

complexity

in

processing,

no

assurance

can

be

given

that

additional

DR

exchanges

will

occur.

On

October

2,

2024,

the

Russia

Federation

issued

Decree

No.

840

prescribing

that

all

securities

held

at

the

Fund's

sub-custodian

in

Russia

be

moved

from

the

central

depository,

the

Russian

National

Settlement

Depository

(“NSD”),

directly

to

the

books

of

the

issuers'

registrars.

As

a

result,

five

securities

were

transferred

from

the

NSD

to

local

registrars.

AO

Citibank,

the

funds

local

sub-custodian,

has

established

a

separate

account

for

each

of

its

clients

on

its

books

and

records

to

reflect

these

transfers.

The

local

registrars

are

not

securities

depositories

but

rather

are

agents

of

the

respective

issuers

which

creates

a

new

custody

chain

with

new

risks.

These

sanctions

have

adversely

affected

Russian

individuals,

Russian

issuers

and

the

Russian

economy.

Russia,

in

turn,

has

imposed

sanctions

targeting

Western

individuals,

businesses

and

products.

The

various

sanctions

have

adversely

affected,

and

may

continue

to

adversely

affect,

not

only

the

Russian

economy

but

also

the

economies

of

many

countries

in

Europe,

including

countries

in

Central

and

Eastern

Europe.

The

continuation

of

current

sanctions,

or

the

imposition

of

additional

sanctions,

may

materially

adversely

affect

the

value,

ownership

rights

or

liquidity

of

the

Fund’s

portfolio.

Measures

taken

since

Russia’s

invasion

of

Ukraine

have

resulted

in

the

freeze

of

Russian

assets

held

by

the

Fund,

and

it

is

not

known

when

or

if

the

situation

will

improve.

Market

disruption

risk.

Economies

and

financial

markets

throughout

the

world

are

becoming

increasingly

interconnected,

which

increases

the

likelihood

that

events

or

conditions

in

one

country

or

region

will

adversely

impact

markets

or

issuers

in

other

countries

or

regions.

This

includes

reliance

on

global

supply

chains

that

are

susceptible

to

disruptions

resulting

from,

among

other

things,

war

and

armed

conflicts,

extreme

weather

events,

and

natural

disasters.

Such

supply

chain

disruptions

can

lead

to,

and

have

led

to,

economic

and

market

disruptions

that

have

far-

reaching

effects

on

financial

markets

worldwide.

The

value

of

the

fund’s

investments

may

be

negatively

affected

by

adverse

changes

in

overall

economic

or

market

conditions,

such

as

the

level

of

economic

activity

and

productivity,

unemployment

and

labor

force

participation

rates,

inflation

or

deflation

(and

expectations

for

inflation

or

deflation),

interest

rates,

demand

and

supply

for

particular

products

or

resources,

including

labor

and

debt

levels

and

credit

ratings,

among

other

factors.

Such

adverse

conditions

may

contribute

to

an

overall

economic

contraction

across

entire

economies

or

markets,

which

may

negatively

impact

the

profitability

of

issuers

operating

in

those

economies

or

markets.

In

addition,

geopolitical

and

other

globally

interconnected

occurrences,

including

war,

terrorism,

economic

or

financial

crises,

uncertainty

or

contagion,

trade

disputes,

government

debt

crises

(including

defaults

or

downgrades)

or

uncertainty

about

government

debt

payments,

government

shutdowns,

public

health

crises,

natural

disasters,

climate

change

and

related

events

or

conditions

have

led,

and

in

the

future

may

lead,

to

disruptions

in

the

U.S.

and

world

The

Central

and

Eastern

Europe

Fund,

Inc.

53

economies

and

markets,

which

may

increase

financial

market

volatility

and

have

significant

adverse

direct

or

indirect

effects

on

the

Fund

and

its

investments.

Adverse

market

conditions

or

disruptions

could

cause

the

Fund

to

lose

money,

experience

significant

redemptions,

and

encounter

operational

difficulties.

Although

multiple

asset

classes

may

be

affected

by

adverse

market

conditions

or

a

particular

market

disruption,

the

duration

and

effects

may

not

be

the

same

for

all

types

of

assets.

Current

military

conflicts

in

various

geographic

regions,

including

those

in

Europe

and

the

Middle

East,

can

lead

to,

and

have

led

to,

economic

and

market

disruptions,

which

may

not

be

limited

to

the

geographic

region

in

which

the

conflict

is

occurring.

Such

conflicts

can

also

result,

and

have

resulted

in

some

cases,

in

sanctions

being

levied

by

the

United

States,

the

European

Union

and/or

other

countries

against

countries

or

other

actors

involved

in

the

conflict.

In

addition,

such

conflicts

and

related

sanctions

can

adversely

affect

regional

and

global

energy,

commodities,

financial

and

other

markets

and

thus

could

affect

the

value

of

the

Fund’s

investments.

The

extent

and

duration

of

any

military

conflict,

related

sanctions

and

resulting

economic

and

market

disruptions

are

impossible

to

predict,

but

could

be

substantial.

Other

market

disruption

events

include

the

pandemic

spread

of

virus,

such

as

the

novel

coronavirus

known

as

COVID-19,

which

at

times

has

caused

significant

uncertainty,

market

volatility,

decreased

economic

and

other

activity,

increased

government

activity,

including

economic

stimulus

measures,

and

supply

chain

disruptions.

While

COVID-19

is

no

longer

considered

to

be

a

public

health

emergency,

the

Fund

and

its

investments

may

be

adversely

affected

by

lingering

effects

of

this

virus

or

future

pandemic

spread

of

viruses.

Adverse

market

conditions

or

particular

market

disruptions,

such

as

those

caused

by

current

military

conflicts,

such

as

those

discussed

above,

may

magnify

the

impact

of

each

of

the

other

risks

described

in

this

“Principal

Risks”

section

and

may

increase

volatility

in

one

or

more

markets

in

which

the

Fund

invests

leading

to

the

potential

for

greater

losses

for

the

Fund.

Net

asset

value

discount

risk.

Shares

of

closed-end

investment

companies,

such

as

the

Fund,

frequently

trade

at

a

discount

from

net

asset

value,

and

the

discount

may

be

substantial.

This

is

a

risk

separate

and

distinct

from

the

risk

that

the

Fund’s

net

asset

value

will

decrease.

The

Fund

cannot

predict

whether

its

common

stock

will

trade

at,

above

or

below

net

asset

value.

Exchange

Rate

Fluctuations

and

Foreign

Currency

Considerations.

Substantially

all

of

our

assets

are

invested

in

Central

Europe,

and

substantially

all

of

the

income

we

receive

from

these

investments

will

be

in

Polish

zlotys,

emerging

European

currencies

or

other

foreign

currencies.

The

value

of

currencies

are

influenced

by

a

variety

of

factors,

including

54

The

Central

and

Eastern

Europe

Fund,

Inc.

interest

rates,

national

debt

levels

and

trade

deficits,

changes

in

balances

of

payments

and

trade,

domestic

and

foreign

interest

and

inflation

rates,

global

or

regional

political,

economic

or

financial

events,

monetary

policies

of

governments,

actual

or

potential

government

intervention,

global

energy

prices,

political

instability

and

government

monetary

policies

and

the

buying

or

selling

of

currency

by

a

country’s

government.

Since

we

will

compute

and

distribute

income

in

U.S.

dollars,

and

the

computation

of

income

will

be

made

on

the

day

we

earn

the

income,

any

fluctuation

in

the

value

of

foreign

currency

relative

to

the

U.S.

dollar

between

the

earning

of

the

income

and

the

time

at

which

we

convert

the

foreign

currencies

to

U.S.

dollars

may

have

an

adverse

impact

on

us.

In

addition,

since

we

will

invest

in

securities

denominated

or

quoted

in

currencies

other

than

the

U.S.

dollar,

changes

in

foreign

currency

exchange

rates

will

affect

the

value

of

our

securities

in

our

portfolio

and

the

unrealized

appreciation

or

depreciation

of

our

investments.

Non-diversification

risk.

The

Fund

is

classified

as

non-diversified

under

the

1940

Act.

This

means

that

the

Fund

may

invest

in

securities

of

relatively

few

issuers.

Thus,

the

performance

of

one

or

a

small

number

of

portfolio

holdings

can

significantly

affect

overall

performance.

Security

selection

risk.

The

securities

in

the

Fund’s

portfolio

may

decline

in

value.

Portfolio

management

could

be

incorrect

in

its

analysis

of

industries,

companies,

economic

trends,

ESG

factors,

the

relative

attractiveness

of

different

securities

or

other

matters.

Liquidity

risk.

In

certain

situations,

it

may

be

difficult

or

impossible

to

sell

an

investment

and/or

the

Fund

may

have

to

sell

certain

investments

at

a

price

or

time

that

is

not

advantageous

in

order

to

meet

redemption

requests

or

other

cash

needs.

This

risk

can

be

ongoing

for

any

security

that

does

not

trade

actively

or

in

large

volumes,

for

any

security

that

trades

primarily

on

smaller

markets,

and

for

investments

that

typically

trade

only

among

a

limited

number

of

large

investors

(such

as

certain

types

of

derivatives

or

restricted

securities).

In

unusual

market

conditions,

even

normally

liquid

securities

may

be

affected

by

a

degree

of

liquidity

risk

(i.e.,

if

the

number

and

capacity

of

traditional

market

participants

is

reduced).

This

may

affect

only

certain

securities

or

an

overall

securities

market.

Interest

expense

risk.

We

may,

subject

to

limitations,

borrow

money

for

temporary

or

emergency

purposes

for

the

clearance

of

transactions.

Borrowing

money

will

subject

us

to

interest

expenses,

and

we

may

incur

other

transaction

costs.

Certain

provisions

of

our

Articles

of

Incorporation

and

Bylaws.

Certain

provisions

in

our

articles

of

incorporation

and

bylaws

could

have

the

effect

of

delaying,

deferring,

preventing

or

otherwise

limiting

the

ability

of

The

Central

and

Eastern

Europe

Fund,

Inc.

55

other

entities

or

persons

to

acquire

control

of

us,

to

cause

us

to

engage

in

certain

transactions

or

to

modify

our

structure.

Foreign

custody.

Our

foreign

securities

and

cash

are

generally

held

in

foreign

banks

and

securities

depositories

by

a

global

network

of

custodians.

There

may

be

limited

or

no

regulatory

oversight

over

their

operations.

Additionally,

the

laws

of

certain

countries

may

limit

on

our

ability

to

recover

our

assets

if

a

foreign

bank,

depository

or

issuer

of

a

security,

or

any

of

their

agents,

goes

bankrupt.

Derivatives

risk.

Derivatives

involve

risks

different

from,

and

possibly

greater

than,

the

risks

associated

with

investing

directly

in

securities

and

other

more

traditional

investments.

Risks

associated

with

derivatives

may

include

the

risk

that

the

derivative

is

not

well

correlated

with

the

underlying

asset,

index

or

currency

to

which

it

relates;

the

risk

that

derivatives

may

result

in

losses

or

missed

opportunities;

the

risk

that

the

Fund

will

be

unable

to

sell

the

derivative

because

of

an

illiquid

secondary

market;

the

risk

that

a

counterparty

is

unwilling

or

unable

to

meet

its

obligation,

which

risk

may

be

heightened

in

derivative

transactions

entered

into

“over-the-counter”

(i.e.,

not

on

an

exchange

or

contract

market);

and

the

risk

that

the

derivative

transaction

could

expose

the

Fund

to

the

effects

of

leverage,

which

could

increase

the

Fund’s

exposure

to

the

market

and

magnify

potential

losses.

There

is

no

guarantee

that

derivatives,

to

the

extent

employed,

will

have

the

intended

effect,

and

their

use

could

cause

lower

returns

or

even

losses

to

the

Fund.

The

use

of

derivatives

by

the

Fund

to

hedge

risk

may

reduce

the

opportunity

for

gain

by

offsetting

the

positive

effect

of

favorable

price

movements.

Counterparty

risk.

A

financial

institution

or

other

counterparty

with

whom

the

Fund

does

business,

or

that

underwrites,

distributes

or

guarantees

any

investments

or

contracts

that

the

Fund

owns

or

is

otherwise

exposed

to,

may

decline

in

financial

health

and

become

unable

to

honor

its

commitments.

This

could

cause

losses

for

the

Fund

or

could

delay

the

return

or

delivery

of

collateral

or

other

assets

to

the

Fund.

Securities

lending

risk.

Securities

lending

involves

the

risk

that

the

Fund

may

lose

money

because

the

borrower

of

the

loaned

securities

fails

to

return

the

securities

in

a

timely

manner

or

at

all.

A

delay

in

the

recovery

of

loaned

securities

could

interfere

with

the

fund’s

ability

to

vote

proxies

or

settle

transactions.

Delayed

settlement

may

limit

the

ability

of

the

Fund

to

reinvest

the

proceeds

of

a

sale

of

securities

or

prevent

the

Fund

from

selling

securities

at

times

and

prices

it

considers

desirable.

The

Fund

could

also

lose

money

in

the

event

of

a

decline

in

the

value

of

the

collateral

provided

for

the

loaned

securities

or

a

decline

in

the

value

of

any

investments

made

with

cash

collateral

or

even

a

loss

of

rights

in

56

The

Central

and

Eastern

Europe

Fund,

Inc.

the

collateral

should

the

borrower

of

the

securities

fail

financially

while

holding

the

securities.

Operational

and

technology

risk.

Cyber-attacks,

disruptions

or

failures

that

affect

the

Fund’s

service

providers

or

counterparties,

issuers

of

securities

held

by

the

Fund,

or

other

market

participants

may

adversely

affect

the

Fund

and

its

shareholders,

including

by

causing

losses

for

the

Fund

or

impairing

its

operations.

For

example,

the

Fund’s

or

its

service

providers’

assets

or

sensitive

or

confidential

information

may

be

misappropriated,

data

may

be

corrupted

and

operations

may

be

disrupted

(e.g.,

cyber-

attacks,

operational

failures

or

broader

disruptions

may

cause

the

release

of

private

shareholder

information

or

confidential

Fund

information,

interfere

with

the

processing

of

shareholder

transactions,

impact

the

ability

to

calculate

the

Fund’s

net

asset

value

and

impede

trading).

Market

events

and

disruptions

also

may

trigger

a

volume

of

transactions

that

overloads

current

information

technology

and

communication

systems

and

processes,

impacting

the

ability

to

conduct

the

Fund’s

operations.

Directors

and

Officers

of

the

Fund

The

Central

and

Eastern

Europe

Fund,

Inc.

57

Directors

Name,

Age,

Term

of

Office

and

Length

of

Time

Served*

†

Principal

Occupation(s)

During

the

Past

Five

Years

and

Other

Information

Other

Directorships

Held

by

Director

Fiona

Flannery,

57

(1)

Class

II

Since 2022

Independent

Non-Executive

Director,

Kefron

Group

(IT

services

company)

(Dec

2023

to

present)

and

Siol

School

Trust

(registered

Irish

charity)

(March

2024

to

present).

Formerly,

Chief

Executive

Officer

of

PFS

Card

Services

Ireland

Limited

(pre-paid

credit

card

company)(October

2022

to

December

2023);

DEPFA

Bank

plc

Chief

Executive

Officer

(December

2014

to

June

2022);

DEPFA

Group

Chief

Risk

Officer

and

Executive

Director

(April

2010

to

December

2014);

and

Executive

Director

DEPFA

Pfandbrief

Bank

International

SA

Luxembourg

(December

2011

to

November

2019).

Director,

The

European

Equity

Fund,

Inc.

(since

2022)

and

The

New

Germany

Fund,

Inc.

(since

2022).

Dr.

Holger

Hatje,

65

(1)

Class

III

Since 2020

Chairman

of

bank99

AG

(Austrian

retail

bank)

(since

2019).

Member

of

the

Supervisory

Board

of

the

IDEAL

Insurance

Group

(since

2021);

and

Member

of

the

Supervisory

Board

of

ABC

Bank/

ABC

Finance/

Bank

II

GmbH

(since

2023).

Formerly,

Supervisory

Director

of

Hertha

BSC

GmbH

&

Co.

(German

premier

league

football

club)

(2019–2023);Chief

Executive

Officer

(2006–2018)

and

Executive

Director

(2005),

Berliner

Volksbank

eG

(German

regional

co-operative

bank);

and

Executive

Director

(2004–2005),

Oldenburgische

Landesbank

AG

(German

regional

bank).

He

previously

held

various

positions

at

Dresdner

Bank

AG

(German

global

bank)

(1987–2003),

and

served

as

Supervisory

Director

of

a

number

of

German

banking

and

charitable

organizations.

Director,

The

European

Equity

Fund,

Inc.

(since

2020)

and

The

New

Germany

Fund,

Inc.

(since

2020).

Bernhard

Koepp,

59

(1)

Class

II

Since 2022

CEO

&

Managing

Member,

Cyrus

J.

Lawrence

LLC

(SEC

registered

investment

advisor)

(since

2014).

Formerly,

Senior

Managing

Director,

ISI

Group

Inc.

(RIA/broker-

dealer)

(1999–2014);

Director,

Asset

Management

Products

Group,

Deutsche

Bank

Securities

(1993–

1999);

and

Structured

Finance

Manager

—

Deutsche

Bank

AG

London

(1989–1993).

Director

and

Chairman,

The

European

Equity

Fund,

Inc.

(since

2022)

and

The

New

Germany

Fund,

Inc.

(since

2022).

58

The

Central

and

Eastern

Europe

Fund,

Inc.

Name,

Age,

Term

of

Office

and

Length

of

Time

Served*

†

Principal

Occupation(s)

During

the

Past

Five

Years

and

Other

Information

Other

Directorships

Held

by

Director

Dr.

Wolfgang

Leoni,

67

(1)

Class

III

Since 2017

Independent

Consultant;

Dr.

Leoni

is

the

former

Managing

Director

of

HQ

Asset

Management

GmbH

(2018–2022);

Chief

Executive

Officer

of

Sal.

Oppenheim

Jr.

&

CIE.

Komplementär

AG,

Cologne

(Germany)

(private

bank)

(2013–2017)

and

Chairman

of

Sal.

Oppenheim

Jr.

&

CIE.

Luxembourg

S.A.

(2013–2017).

He

is

the

former

Chief

Investment

Officer

and

Member

of

the

Management

Board

of

Sal.

Oppenheim

Jr.

&

CIE.

Komplementär

AG,

Cologne

(Germany)

(private

bank)

(2009–2013).

He

is

the

former

Managing

Director/CIO

of

Oppenheim

Kapitalanlagegesellschaft

MBH,

Cologne

(Germany)

(investment

company)

(2007–2009),

Managing

Director/CIO

of

Lupus

Alpha

Alternative

Solutions

GMBH

Frankfurt/M

(investment

company)

(2006).

He

is

the

former

Managing

Director/CIO

of

DEKA

Investment

GMBH,

Frankfurt/M

(investment

company)

(2002–2006)

and

Managing

Director/

management

board

member

(1996–2002).

Director,

The

European

Equity

Fund,

Inc.

(since

2017)

and

The

New

Germany

Fund,

Inc.

(since

2017).

Hepsen

Uzcan,

50

(1)(2)

Class

I

Since 2020

CEO

of

the

Americas

(since

2024),

DWS;

Head

of

Americas

CEO

Office

(since

2023),

DWS;

Head

of

Product

Americas

(since

2021),

DWS;

Head

of

U.S.

Mutual

Funds

(since

2021),

DWS:

Fund

Administration

(Head

since

2017),

DWS;

Director

and

Vice

President,

DWS

Service

Company

(since

2018);

Director

and

Vice

President,

DWS

Investment

Management

Americas,

Inc.

(since

2018);

Director

and

President,

DB

Investment

Managers,

Inc.

(since

2018);

Director,

DWS

USA

Corporation

(since

2023);

Trustee,

DBX

Advisors,

LLC

(since

2023);

Director

of

Cayman

Real

Assets

Fund,

Ltd.

(since

2018);

Director

of

Cayman

Commodity

Fund

II,

Ltd.

(since

2018);

and

Chief

Executive

Officer

and

President,

various

DWS

US

registered

investment

companies

advised

by

DWS

Investment

Management

Americas,

Inc.

Ms.

Uzcan

also

serves

as

Director

of

Episcopal

Charities

of

New

York

(since

2018);

and

Director

of

ICI

Mutual

Insurance

Company

(since

2020).

Formerly,

Secretary,

DWS

USA

Corporation

(2018–2023);

Assistant

Secretary,

DWS

Investment

Management

Americas,

Inc.

(2018–2023);

Assistant

Clerk,

DWS

Trust

Company

(2020–2023);

and

Assistant

Secretary,

DWS

Distributors,

Inc.

(2018–2023).

Director,

The

European

Equity

Fund,

Inc.

(since

2020)

and

The

New

Germany

Fund,

Inc.

(since

2020).

The

Central

and

Eastern

Europe

Fund,

Inc.

59

*

The

address

of

each

Director

is

c/o

DWS

Investment

Management

Americas,

Inc.,

875

Third

Avenue,

New

York,

NY

10022.

†

The

term

of

office

for

Directors

in

Class

I

expires

at

the

2025

Annual

Meeting,

Class

II

expires

at

the

2026

Annual

Meeting

and

Class

III

expires

at

the

2027

Annual

Meeting.

(1)

Indicates

that

the

Director

also

serves

as

a

Director

of

The

European

Equity

Fund,

Inc.

and

The

New

Germany

Fund,

Inc.,

two

other

closed-end

registered

investment

companies

for

which

DWS

Investment

Management

Americas,

Inc.

acts

as

Administrator

and

DWS

International

GmbH

acts

as

Investment

Adviser.

(2)

Indicates

“Interested

Person”,

as

defined

in

the

Investment

Company

Act

of

1940,

as

amended

(the

“1940

Act”).

Ms.

Uzcan

is

an

“interested”

Director

as

a

result

of:

her

being

an

officer

of

the

Fund

and

her

ownership

of

securities

of

DWS

Group,

the

indirect

owner

of

the

Investment

Adviser

of

the

Fund;

and

her

ownership

of

shares

of

the

indirect

majority

owner

of

DWS

Group.

Name,

Age,

Term

of

Office

and

Length

of

Time

Served*

†

Principal

Occupation(s)

During

the

Past

Five

Years

and

Other

Information

Other

Directorships

Held

by

Director

Christian

M.

Zügel,

64

(1)

Class

I

Since 2019

Founder,

Chief

Investment

Officer

and

Chairman

of

ZAIS

Group,

LLC

(alternative

credit

manager)

(since 1997)

and

Chairman

of

ZAIS

Group

Holdings,

Inc.

He

is

also

a

director

or

officer

of

various

wholly

owned

affiliated

companies

and

investment

funds

managed

by

ZAIS

Group

LLC

or

related

companies.

He

also

serves

as

Director

of

1014

Inc.

New

York

(charitable

organization)(since 2019).

Formerly,

Chairman

of

ZAIS

Financial

Corp.

(publicly

traded

commercial

mortgage

real

estate

investment

trust)

(2011–2016);

and

Director

of

Green

Dot

Bioplastics

(bioplastic

material

science

company)

(2022–2024).

Director,

The

European

Equity

Fund,

Inc.

(since

2019)

and

The

New

Germany

Fund,

Inc.

(since

2019).

60

The

Central

and

Eastern

Europe

Fund,

Inc.

Officers*

Name,

Age,

Position

with

the

Fund

and

Length

of

Time

Served

Principal

Occupation(s)

During

the

Past

Five

Years

Hepsen

Uzcan,

50

(1)

President

and

Chief

Executive

Officer,

2017–present

(2)

Managing

Director,

DWS;

CEO

of

the

Americas

(since

2024),

DWS;

Head

of

Americas

CEO

Office

(since

2023),

DWS;

Head

of

Product

Americas

(since 2021),

DWS;

Head

of

U.S.

Mutual

Funds

(since

2021),

DWS;

Head

of

Fund

Administration

(since

2017),

DWS;

Director

and

Vice

President,

DWS

Service

Company

(since

2018);

Director

and

Vice

President,

DWS

Investment

Management

Americas,

Inc.

(since

2023);

Director

and

President,

DB

Investment

Managers,

Inc.

(since

2018);

Director

of

DWS

USA

Corporation

(since

2023);

Trustee,

DBX

Advisors,

LLC

(since

2023);

Director

of

Cayman

Real

Assets

Fund,

Ltd.

(since

2018);

Director

of

Cayman

Commodity

Fund

II,

Ltd.

(since

2018);

and

Chief

Executive

Officer

and

President,

various

DWS

US

registered

investment

companies

advised

by

DWS

Investment

Management

Americas,

Inc.

Ms.

Uzcan

also

serves

as

Director

of

Episcopal

Charities

of

New

York

(since

2018);

and

Director

of

ICI

Mutual

Insurance

Company

(since

2020).

Formerly,

Secretary,

DWS

USA

Corporation

(2018–2023);

Assistant

Secretary,

DWS

Investment

Management

Americas,

Inc.

(2018–2023);

Assistant

Clerk,

DWS

Trust

Company

(2020–2023);

and

Assistant

Secretary,

DWS

Distributors,

Inc.

(2018–2023).

Diane

Kenneally,

57

(3)

Treasurer

and

Chief

Financial

Officer,

2018–present

Director,

DWS;

Fund

Administration

Treasurer’s

Office

(Head

since

2024),

DWS;

Treasurer,

Chief

Financial

Officer

and

Controller,

DBX

ETF

Trust

(since

2019);

and

Chief

Financial

Officer

and

Treasurer,

various

DWS

US

registered

investment

companies

advised

by

DWS

Investment

Management

Americas,

Inc.

(since

2018);

formerly:

Assistant

Treasurer,

various

DWS

US

registered

investment

companies

advised

by

DWS

Investment

Management

Americas,

Inc.

(2007–2018);

Co-Head

of

DWS

Fund

Administration

Treasurer’s

Office

(2018–2024).

The

Central

and

Eastern

Europe

Fund,

Inc.

61

Name,

Age,

Position

with

the

Fund

and

Length

of

Time

Served

Principal

Occupation(s)

During

the

Past

Five

Years

John

Millette,

62

(3)

Secretary,

2011–present

(4)

Director,

DWS;

Legal

(Associate

General

Counsel),

DWS;

Chief

Legal

Officer,

DWS

Investment

Management

Americas,

Inc.

(since

2009);

and

Director

and

Vice

President,

DWS

Trust

Company;

Director

of

Cayman

Real

Assets

Fund,

Ltd.

(since

2018);

Director

of

Cayman

Commodity

Fund

II,

Ltd.

(since

2018);

Vice

President,

DBX

Advisors

LLC

(since

2021);

Secretary,

DBX

ETF

Trust

(since

2020);

and

Vice

President

and

Secretary,

various

DWS

US

registered

investment

companies

advised

by

DWS

Investment

Management

Americas,

Inc.

Formerly,

Assistant

Secretary,

DBX

ETF

Trust

(2019–2020).

Sheila

Cadogan,

58

(3)

Assistant

Treasurer,

2018–present

Director,

DWS;

Fund

Administration

Treasurer’s

Office,

Head

of

Accounting

and

Vendor

Oversight

(since

2024),

DWS;

Director

and

Vice

President,

DWS

Trust

Company

(since

2018);

Assistant

Treasurer,

DBX

ETF

Trust

(since

2019);

and

Assistant

Treasurer,

various

DWS

US

registered

investment

companies

advised

by

DWS

Investment

Management

Americas,

Inc.(since

2017).

Formerly,

Co-Head

of

DWS

Fund

Administration

Treasurer’s

Office

(2018–2024).

Alyssa

Asbury,

29

(1)

Assistant

Secretary,

2020–present

Vice

President,

DWS;

Fund

Administration

(Senior

Specialist),

DWS.

Caroline

Pearson,

62

(3)

Chief

Legal

Officer,

2012–present

Managing

Director,

DWS;

Legal

(Regional

Head

Legal

Americas)

(since

2024),

DWS;

Chief

Legal

Officer,

DBX

Advisors

LLC

(since

2019);

Assistant

Secretary,

DBX

ETF

Trust

(since

2020);

and

Chief

Legal

Officer,

various

DWS

US

registered

investment

companies

advised

by

DWS

Investment

Management

Americas,

Inc.

Formerly:

Secretary,

Deutsche

AM

Distributors,

Inc.

(2002–2017);

Secretary,

Deutsche

AM

Service

Company

(2010–2017);

Chief

Legal

Counsel,

DBX

Strategic

Advisors

LLC

(2020–

2021);

and

Legal

(Senior

Team

Lead),

DWS

(2020–2024).

Scott

D.

Hogan,

54

(3)

Chief

Compliance

Officer,

2016–present

Director,

DWS;

Anti-Financial

Crime

&

Compliance

US

(Senior

Team

Lead),DWS;

and

Chief

Compliance

Officer,

various

DWS

US

registered

investment

companies

advised

by

DWS

Investment

Management

Americas,

Inc.

62

The

Central

and

Eastern

Europe

Fund,

Inc.

Each

also

serves

as

an

Officer

of

The

European

Equity

Fund,

Inc.

and

The

New

Germany

Fund,

Inc.,

two

other

closed-end

registered

investment

companies

for

which

DWS

Investment

Management

Americas,

Inc.

acts

as

Administrator.

*

As

a

result

of

their

respective

positions

held

with

the

Administrator

or

its

affiliates,

these

individuals

are

considered

“interested

persons”

of

the

Administrator

within

the

meaning

of

the

1940

Act.

Interested

persons

receive

no

compensation

directly

from

the

Fund.

(1)

Address:

875

Third

Avenue,

New

York,

New

York

10022.

(2)

Served

as

Assistant

Secretary

from

July

22,

2013

to

May

7,

2020.

(3)

Address:

100

Summer

Street,

Boston,

Massachusetts

02110.

(4)

Served

as

Assistant

Secretary

from

July

14,

2006

to

December

31,

2010

and

as

Secretary

to

the

Fund

from

January

30,

2006

to

July

13,

2006.

Name,

Age,

Position

with

the

Fund

and

Length

of

Time

Served

Principal

Occupation(s)

During

the

Past

Five

Years

Christian

Rijs,

44

(1)

Anti-Money

Laundering

Compliance

Officer,

2021–present

Director,

DWS;

Anti-Financial

Crime

and

Compliance

(Senior

Team

Lead),

DWS;

AML

Officer,

DWS

Trust

Company

(since

2021);

AML

Officer,

DBX

ETF

Trust

(since

2021);

AML

Officer,

various

DWS

US

registered

investment

companies

advised

by

DWS

Investment

Management

Americas,

Inc.

(since

2021);

formerly:

DWS

UK

&

Ireland

Head

of

Anti-Financial

Crime

and

MLRO.

Rich

Kircher,

62

(3)

Deputy

Money

Laundering

Compliance

Officer,

since July

26,

2024

Director,

DWS;

Anti-Financial

Crime

and

Compliance

(Senior

Team

Lead),

DWS;

Deputy

AML

Officer,

DBX

ETF

Trust

(since

August

13,

2024);

Deputy

AML

Officer,

various

DWS

US

registered

investment

companies

advised

by

DWS

Investment

Management

Americas,

Inc.

(since

September

20,

2024);

formerly:

BSA

&

Sanctions

Compliance

Officer

for

Putnam

Investments.

Additional

Information

The

Central

and

Eastern

Europe

Fund,

Inc.

63

Automated

Information

Lines

DWS

Closed-End

Fund

Info

Line

(800)

349-4281

Web

Site

dws.com

Obtain

fact

sheets,

financial

reports,

press

releases

and

webcasts

when

available.

Written

Correspondence

DWS

Attn:

Secretary

of

the

DWS

Funds

100

Summer

Street

Boston,

MA

02110

Legal

Counsel

Sullivan

&

Cromwell

LLP

125

Broad

Street

New

York,

NY

10004

Dividend

Reinvestment

Plan Agent

SS&C

GIDS,

Inc.

333

W.

11th

Street,

5th

Floor

Kansas

City,

MO

64105

Shareholder

Service

Agent

and

Transfer

Agent

DWS

Service

Company

P.O.

Box

219066

Kansas

City,

MO

64121-9066

(800)

437-6269

Custodian

Brown

Brothers

Harriman

&

Company

50

Post

Office

Square

Boston,

MA

02110

Independent

Registered

Public

Accounting

Firm

Ernst

&

Young

LLP

200

Clarendon

Street

Boston,

MA

02116

Proxy

Voting

A

description

of

the

Fund's

policies

and

procedures

for

voting

proxies

for

portfolio

securities

and

information

about

how

the

Fund

voted

proxies

related

to

its

portfolio

securities

during

the

most

recent

12-month

period

ended

June

30

is

available

on

our

web

site

—

dws.com/en-us/resources/proxy-voting

—

or

on

the

SEC's

web

site

—

sec.gov.

To

obtain

a

written

copy

of

the

Fund's

policies

and

procedures

without

charge,

upon

request,

call

us

toll

free

at

(800)

437-6269.

64

The

Central

and

Eastern

Europe

Fund,

Inc.

Portfolio

Holdings

Following

the

Fund's

fiscal

first

and

third

quarter-end,

a

complete

portfolio

holdings

listing

is

posted

on

dws.com,

and

is

available

free

of

charge

by

contacting

your

financial

intermediary,

or

if

you

are

a

direct

investor,

by

calling

(800)

728-3337.

In

addition,

the

portfolio

holdings

listing

is

filed

with

the

SEC

on

the

Fund's

Form

N-PORT

and

will

be

available

on

the

SEC's

Web

site

at

sec.gov.

Additional

portfolio

holdings

for

the

Fund

are

also

posted

on

dws.com

from

time

to

time.

Investment

Management

DWS

International

GmbH,

which

is

part

of

DWS

Group,

is

the

investment

advisor

for

the

Fund.

DWS

International

GmbH

provides

a

full

range

of

investment

advisory

services

to

both

institutional

and

retail

clients.

DWS

International

GmbH

is

a

direct,

wholly

owned

subsidiary

of

DWS

Group.

DWS

Group

is

a

global

organization

that

offers

a

wide

range

of

investing

expertise

and

resources,

including

hundreds

of

portfolio

managers

and

analysts

and

an

office

network

that

reaches

the

world's

major

investment

centers.

This

well-resourced

global

investment

platform

brings

together

a

wide

variety

of

experience

and

investment

insight

across

industries,

regions,

asset

classes

and

investing

styles.

Voluntary

Cash

Purchase

Program

and

Dividend

Reinvestment

Plan

The

Fund

offers

shareholders

a

Voluntary

Cash

Purchase

Program

and

Dividend

Reinvestment

Plan

(“Plan”)

which

provides

for

optional

cash

purchases

and

for

the

automatic

reinvestment

of

dividends

and

distributions

payable

by

the

Fund

in

additional

Fund

shares.

Plan

participants

may

invest

as

little

as

$100

in

any

month

and

may

invest

up

to

$36,000

annually.

The

Plan

allows

current

shareholders

who

are

not

already

participants

in

the

Plan

and

first

time

investors

to

enroll

in

the

Plan

by

making

an

initial

cash

deposit

of

at

least

$250

with

the

plan

agent.

Share

purchases

are

combined

to

receive

a

beneficial

brokerage

fee.

A

brochure

is

available

by

writing

or

telephoning

the

transfer

agent:

DWS

Service

Company

P.O.

Box

219066

Kansas

City,

MO

64121-9066

Tel.:

1-800-437-6269

NYSE

Symbol

CEE

Nasdaq

Symbol

XCEEX

CUSIP

Number

153436100

Notes

There

are

three

closed-end

funds

investing

in

European

equities

advised

and

administered

by

wholly

owned

subsidiaries

of

the

DWS

Group:

The

Central

and

Eastern

Europe

Fund,

Inc.

—

investing

primarily

in

equity

or

equity-linked

securities

of

issuers

domiciled

in

Central

and

Eastern

Europe

(with

normally

at

least

80%

in

securities

of

issuers

domiciled

in

countries

in

Central

and

Eastern

Europe).

The

European

Equity

Fund,

Inc.

—

investing

primarily

in

equity

or

equity-linked

securities

of

issuers

domiciled

in

Europe

(with

normally

at

least

80%

in

securities

of

issuers

domiciled

in

Europe).

The

New

Germany

Fund,

Inc.

—

investing

primarily

in

equity

or

equity-linked

securities

of

middle

market

German

companies

with

up

to

20%

in

other

Western

European

companies

(with

no

more

than

15%

in

any

single

country).

Please

consult

your

broker

for

advice

on

any

of

the

above

or

call

(1-800-437-6269)

for

shareholder

reports.

875

Third

Avenue

New

York,

NY

10022

CEE-2

(R-024978-14

(12/24)

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

The Central and Eastern Europe Fund, Inc.

form n-csr disclosure re: AUDIT FEES

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

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

Fiscal Year Ended October 31,	Audit Fees Billed to Fund	Audit-Related Fees Billed to Fund	Tax Fees Billed to Fund	All Other Fees Billed to Fund
2024	$44,004	$0	$5,969	$0
2023	$39,722	$0	$5,969	$0

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

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

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

Fiscal Year Ended October 31,	Audit-Related Fees Billed to Adviser and Affiliated Fund Service Providers	Tax Fees Billed to Adviser and Affiliated Fund Service Providers	All Other Fees Billed to Adviser and Affiliated Fund Service Providers
2024	$0	$560,206	$0
2023	$0	$539,907	$0

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

Non-Audit Services

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

Fiscal Year Ended October 31,	Total Non-Audit Fees Billed to Fund (A)	Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund) (B)	Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements) (C)	Total of (A), (B) and (C)
2024	$5,969	$560,206	$0	$566,175
2023	$5,969	$539,907	$0	$545,876

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

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

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

***

In connection with the audit of the 2023 and 2024 financial statements, the Fund entered into an engagement letter with EY. The terms of the engagement letter required by EY, and agreed to by the Audit Committee, include a provision mandating the use of mediation and arbitration to resolve any controversy or claim between the parties arising out of or relating to the engagement letter or services provided thereunder.

***

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

Scope

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

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

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

DWS’s Proxy Voting Responsibilities

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

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

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

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

POLICIES

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

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

DWS Investment Platform

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

The Proxy Voting Sub-Committee

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

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

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

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

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

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

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

Availability of Proxy Voting Policies and Proxy Voting Record

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

Procedures

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

The DWS Proxy Voting Guidelines

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

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

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

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

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

Specific Proxy Voting Decisions Made by the PVSC

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

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

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

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

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

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

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

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

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

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

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

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

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

Conflict of Interest Procedures

Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle

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

Independence of the PVSC

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

Conflict Review Procedures

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

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

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

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

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

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

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

Procedures to be followed by the PVSC

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

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

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

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

Recusal of Members

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

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

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

Investment Companies

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

Affiliated Public Companies

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

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

Other Procedures that Limit Conflicts of Interest

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

■ Code of Conduct– DB Group;

■ Conflicts of Interest Policy – DWS Group;

■ Code of Ethics – DWS Group;

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

RECORDKEEPING

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

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

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

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

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

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

Proxy Edge print-screen of actual vote election.

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

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

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

■ The name of the issuer of the portfolio security;

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

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

■ The shareholder meeting date;

■ A brief identification of the matter voted on;

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

■ Whether the company cast its vote on the matter;

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

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

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

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

OVERSIGHT RESPONSIBILITIES

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

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

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

ANNUAL REVIEW

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

GLOSSARY

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

LIST OF ANNEXES AND ATTACHMENTS

Attachment A – DWS Proxy Voting Guidelines – DWS Americas

Attachment A

DWS

Proxy Voting Guidelines – DWS Americas

Effective April 18, 2024

TABLE OF CONTENTS

BOARD OF DIRECTORS

Independence

Composition

Responsiveness

Accountability

Problematic Takeover Defenses, Capital Structure and Governance Structure

Problematic Audit-Related Practices

Problematic Compensation Practices

Problematic Pledging of Company Stock

Climate Accountability

Governance Failures

Voting on Director Nominees in Contested Elections

Vote-No Campaigns

Proxy Contests/Proxy Access

Other Board Related Proposals

Adopt Anti-Hedging/Pledging/Speculative Investments Policy

Board Refreshment

Term/Tenure Limits

Age Limits

Board Size

Classification/Declassification of the Board

CEO Succession Planning

Cumulative Voting

Director and Officer Indemnification, Liability Protection and Exculpation

Establish/Amend Nominee Qualifications

Establish Other Board Committee Proposals

Filling Vacancies/Removal of Directors

Independent Board Chair

Majority of Independent Directors/Establishment of Independent Committees

Majority Vote Standard for the Election of Directors

Proxy Access

Require More Nominees than Open Seats

Shareholder Engagement Policy (Shareholder Advisory Committee)

AUDIT-RELATED

Auditor Indemnification and Limitation of Liability

Auditor Ratification

Shareholder Proposals Limiting Non-Audit Services

Shareholder Proposals on Audit Firm Rotation

SHAREHOLDER RIGHTS & DEFENSES

Advance Notice Requirements for Shareholder Proposals/Nominations

Amend Bylaws without Shareholder Consent

Control Share Acquisition Provisions

Control Share Cash-Out Provisions

Disgorgement Provisions

Fair Price Provisions

Freeze-Out Provisions

Greenmail

Shareholder Litigation Rights

Federal Forum Selection Provisions

Exclusive Forum Provisions for State Law Matters

Fee shifting

Net Operating Loss (NOL) Protective Amendments

Poison Pills (Shareholder Rights Plans)

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

Management Proposals to Ratify a Poison Pill

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

Proxy Voting Disclosure, Confidentiality, and Tabulation

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

Reimbursing Proxy Solicitation Expenses

Reincorporation Proposals

Shareholder Ability to Act by Written Consent

Shareholder Ability to Call Special Meetings

Stakeholder Provisions

State Antitakeover Statutes

Supermajority Vote Requirements

Virtual Shareholder Meetings

CAPITAL RESTRUCTURING

Capital

Adjustments to Par Value of Common Stock

Common Stock Authorization

Dual Class Structure

Issue Stock for Use with Rights Plan

Preemptive Rights

Preferred Stock Authorization

Recapitalization Plans

Reverse Stock Splits

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

Share Repurchase Programs

Share Repurchase Programs Shareholder Proposals

Stock Distributions: Splits and Dividends

Tracking Stock

Restructuring

Appraisal Rights

Asset Purchases

Asset Sales

Bundled Proposals

Conversion of Securities

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

Formation of Holding Company

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

Joint Ventures

Liquidations

Mergers and Acquisitions

Private Placements/Warrants/Convertible Debentures

Reorganization/Restructuring Plan (Bankruptcy)

Special Purpose Acquisition Corporations (SPACs)

Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions

Spin-offs

Value Maximization Shareholder Proposals

COMPENSATION

Executive Pay Evaluation

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

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

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

Equity-Based and Other Incentive Plans

Further Information on certain EPSC Factors:

Egregious Factors

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

Specific Treatment of Certain Award Types in Equity Plan Evaluations

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

Other Compensation Plans

401(k) Employee Benefit Plans

Employee Stock Ownership Plans (ESOPs)

Employee Stock Purchase Plans—Qualified Plans

Employee Stock Purchase Plans—Non-Qualified Plans

Option Exchange Programs/Repricing Options

Stock Plans in Lieu of Cash

Transfer Stock Option (TSO) Programs

Director Compensation

Shareholder Ratification of Director Pay Programs

Equity Plans for Non-Employee Directors

Non-Employee Director Retirement Plans

Shareholder Proposals on Compensation

Bonus Banking/Bonus Banking “Plus”

Compensation Consultants-Disclosure of Board or Company’s Utilization

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

Golden Coffins/Executive Death Benefits

Hold Equity Past Retirement or for a Significant Period of Time

Pay Disparity

Pay for Performance/Performance-Based Awards

Pay for Superior Performance

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

Prohibit Outside CEOs from Serving on Compensation Committees

Recoupment of Incentive or Stock Compensation in Specified Circumstances

Severance and Golden Parachute Agreements

Share Buyback Impact on Incentive Program Metrics

Supplemental Executive Retirement Plans (SERPs)

Tax Gross-Up Proposals

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

ROUTINE / MISCELLANEOUS

Adjourn Meeting

Amend Quorum Requirements

Amend Minor Bylaws

Change Company Name

Change Date, Time, or Location of Annual Meeting

Other Business

SOCIAL AND ENVIRONMENTAL ISSUES

General Approach

Endorsement of Principles

Animal Welfare

Animal Welfare Policies

Animal Testing

Animal Slaughter

Consumer Issues

Genetically Modified Ingredients

Reports on Potentially Controversial Business/Financial Practices

Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation

Product Safety and Toxic/Hazardous Materials

Tobacco-Related Proposals

Climate Change

Say on Climate (SoC) Management Proposals

Say on Climate (SoC) Shareholder Proposals

Climate Change/Greenhouse Gas (GHG) Emissions

Energy Efficiency

Renewable Energy

Diversity

Board Diversity

Equality of Opportunity

Gender Identity, Sexual Orientation, and Domestic Partner Benefits

Gender, Race / Ethnicity Pay Gap

Racial Equity and/or Civil Rights Audit Guidelines

Environment and Sustainability

Facility and Workplace Safety

General Environmental Proposals and Community Impact Assessments

Hydraulic Fracturing

Operations in Protected Areas

Recycling

Sustainability Reporting

Water Issues

General Corporate Issues

Charitable Contributions

Data Security, Privacy, and Internet Issues

Environmental, Social, and Governance (ESG) Compensation-Related Proposals

Human Rights, Human Capital Management, and International Operations

Human Rights Proposals

Mandatory Arbitration

Operations in High Risk Markets

Outsourcing/Offshoring

Sexual Harassment

Weapons and Military Sales

Political Activities

Lobbying

Political Contributions

Political Expenditures and Lobbying Congruency

Political Ties

REGISTERED INVESTMENT COMPANY PROXIES

Election of Directors

Closed End Fund - Unilateral Opt-In to Control Share Acquisition Statutes

Converting Closed-end Fund to Open-end Fund

Proxy Contests

Investment Advisory Agreements

Approving New Classes or Series of Shares

Preferred Stock Proposals

1940 Act Policies

Changing a Fundamental Restriction to a Nonfundamental Restriction

Change Fundamental Investment Objective to Nonfundamental

Name Change Proposals

Change in Fund's Subclassification

Business Development Companies—Authorization to Sell Shares of Common Stock at a Price below Net Asset Value

Disposition of Assets/Termination/Liquidation

Changes to the Charter Document

Changing the Domicile of a Fund

Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval

Distribution Agreements

Master-Feeder Structure

Mergers

Shareholder Proposals for Mutual Funds

Establish Director Ownership Requirement

Reimburse Shareholder for Expenses Incurred

Terminate the Investment Advisor

INTERNATIONAL PROXY VOTING

Appendix I

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

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

BOARD OF DIRECTORS

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

Independence

General Recommendation

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

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

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

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

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

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

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

Composition

Attendance at Board and Committee Meetings

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

■ Medical issues/illness;

■ Family emergencies; and

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

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

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

Overboarded Directors

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

■ Sit on more than four public company boards; or

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

Gender Diversity

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

Racial and/or Ethnic Diversity:

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

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

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

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

Combined Chair/CEO

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

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

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

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

Responsiveness

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

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

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

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

The subject matter of the proposal;

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

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

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

Other factors as appropriate.

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

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

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

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

The company's response, including:

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

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

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

■ Other recent compensation actions taken by the company;

■ Whether the issues raised are recurring or isolated;

■ The company's ownership structure; and

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

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

Accountability

Problematic Takeover Defenses, Capital Structure and Governance Structure

Poison Pills

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

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

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

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

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

■ The disclosed rationale for the adoption;

■ The trigger;

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

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

■ Other factors as relevant

Unequal Voting Rights:

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

Classified Board Structure:

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

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

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

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

Removal of Shareholder Discretion on Classified Boards

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

Problematic Governance Structure

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

■ Supermajority vote requirements to amend the bylaws or charter;

■ A classified board structure; or

■ Other egregious provisions.

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

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

Unilateral Bylaw/Charter Amendments

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

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

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

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

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

■ The company's ownership structure;

■ The company's existing governance provisions;

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

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

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

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

■ Classified the board;

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

■ Eliminated shareholders' ability to amend bylaws.

■ Adopted a fee-shifting provision; or

■ Adopted another provision deemed egregious.

Restricting Binding Shareholder Proposals

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

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

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

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

Director Performance Evaluation

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

■ A classified board structure;

■ A supermajority vote requirement;

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

■ The inability of shareholders to call special meetings;

■ The inability of shareholders to act by written consent;

■ A multi-class capital structure; and/or

■ A non-shareholder-approved poison pill.

Management Proposals to Ratify Existing Charter or Bylaw Provisions

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

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

■ The board's rationale for seeking ratification;

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

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

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

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

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

■ The company's ownership structure; and

■ Previous use of ratification proposals to exclude shareholder proposals.

Problematic Audit-Related Practices

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

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

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

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

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

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

Problematic Compensation Practices

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

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

■ The company maintains significant problematic pay practices; or

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

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

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

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

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

Problematic Pledging of Company Stock

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

The following factors will be considered:

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

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

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

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

■ Any other relevant factors.

Climate Accountability

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

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

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

Board governance measures;

Corporate strategy;

Risk management analyses; and

Metrics and targets.

Governance Failures

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

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

■ Failure to replace management as appropriate; or

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

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

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

Voting on Director Nominees in Contested Elections

Vote-No Campaigns

General Recommendation

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

Proxy Contests/Proxy Access

General Recommendation

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

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

■ Management’s track record;

■ Background to the contested election;

■ Nominee qualifications and any compensatory arrangements;

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

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

■ Stock ownership positions.

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

Other Board-Related Proposals

Adopt Anti-Hedging/Pledging/Speculative Investments Policy

General Recommendation

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

Board Refreshment

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

Term/Tenure Limits

General Recommendation

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

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

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

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

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

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

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

■ The scope of the shareholder proposal; and

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

Age Limits

General Recommendation

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

Board Size

General Recommendation

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

Classification/Declassification of the Board

General Recommendation

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

CEO Succession Planning

General Recommendation

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

■ The reasonableness/scope of the request; and

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

Cumulative Voting

General Recommendation

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

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

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

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

Director and Officer Indemnification, Liability Protection and Exculpation

General Recommendation

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

¹⁶ A proxy access right that meets the recommended guidelines.

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

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

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

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

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

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

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

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

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

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

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

Establish/Amend Nominee Qualifications

General Recommendation

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

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

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

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

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

■ The scope and structure of the proposal.

Establish Other Board Committee Proposals

General Recommendation

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

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

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

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

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

■ The scope and structure of the proposal.

Filling Vacancies/Removal of Directors

General Recommendation

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

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

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

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

Independent Board Chair

General Recommendation

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

■ The scope and rationale of the proposal;

■ The company's current board leadership structure;

■ The company's governance structure and practices;

■ Company performance; and

■ Any other relevant factors that may be applicable.

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

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

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

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

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

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

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

Majority of Independent Directors/Establishment of Independent Committees

General Recommendation

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

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

Majority Vote Standard for the Election of Directors

General Recommendation

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

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

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

Proxy Access

General Recommendation

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

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

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

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

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

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

Require More Nominees than Open Seats

General Recommendation

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

Shareholder Engagement Policy (Shareholder Advisory Committee)

General Recommendation

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

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

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

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

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

AUDIT-RELATED

Auditor Indemnification and Limitation of Liability

General Recommendation

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

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

■ The motivation and rationale for establishing the agreements;

■ The quality of the company’s disclosure; and

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

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

Auditor Ratification

General Recommendation

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

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

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

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

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

Non-audit fees are excessive if:

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

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

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

Shareholder Proposals Limiting Non-Audit Services

General Recommendation

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

Shareholder Proposals on Audit Firm Rotation

General Recommendation

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

■ The tenure of the audit firm;

■ The length of rotation specified in the proposal;

■ Any significant audit-related issues at the company;

■ The number of Audit Committee meetings held each year;

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

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

SHAREHOLDER RIGHTS & DEFENSES

Advance Notice Requirements for Shareholder Proposals/Nominations

General Recommendation

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

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

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

Amend Bylaws without Shareholder Consent

General Recommendation

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

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

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

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

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

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

Control Share Acquisition Provisions

General Recommendation

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

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

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

Control Share Cash - Out Provisions

General Recommendation

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

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

Disgorgement Provisions

General Recommendation

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

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

Fair Price Provisions

General Recommendation

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

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

Freeze-Out Provisions

General Recommendation

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

Greenmail

General Recommendation

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

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

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

Shareholder Litigation Rights

Federal Forum Selection Provisions

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

General Recommendation

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

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

Exclusive Forum Provisions for State Law Matters

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

General Recommendation

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

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

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

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

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

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

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

Fee shifting

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

General Recommendation

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

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

Net Operating Loss (NOL) Protective Amendments

General Recommendation

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

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

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

■ The value of the NOLs;

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

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

■ Any other factors that may be applicable.

Poison Pills (Shareholder Rights Plans)

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

General Recommendation:

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

■ Shareholders have approved the adoption of the plan; or

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

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

Management Proposals to Ratify a Poison Pill

General Recommendation

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

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

■ A term of no more than three years;

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

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

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

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

General Recommendation

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

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

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

■ The value of the NOLs;

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

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

■ Any other factors that may be applicable.

Proxy Voting Disclosure, Confidentiality, and Tabulation

General Recommendation

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

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

■ The scope and structure of the proposal;

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

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

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

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

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

■ Any other factors that may be relevant.

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

General Recommendation

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

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

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

■ The board's rationale for seeking ratification;

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

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

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

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

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

■ The company's ownership structure; and

■ Previous use of ratification proposals to exclude shareholder proposals.

Reimbursing Proxy Solicitation Expenses

General Recommendation

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

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

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

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

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

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

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

Reincorporation Proposals

General Recommendation

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

■ Reasons for reincorporation;

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

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

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

Shareholder Ability to Act by Written Consent

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

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

■ Shareholders' current right to act by written consent;

■ The consent threshold;

■ The inclusion of exclusionary or prohibitive language;

■ Investor ownership structure; and

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

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

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

■ A majority vote standard in uncontested director elections;

■ No non-shareholder-approved pill; and

■ An annually elected board.

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

Shareholder Ability to Call Special Meetings

General Recommendation

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

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

■ Shareholders’ current right to call special meetings;

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

■ The inclusion of exclusionary or prohibitive language;

■ Investor ownership structure; and

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

Stakeholder Provisions

General Recommendation

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

State Antitakeover Statutes

General Recommendation

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

Supermajority Vote Requirements

General Recommendation

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

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

■ Ownership structure;

■ Quorum requirements; and

■ Vote requirements.

Virtual Shareholder Meetings

General Recommendation

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

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

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

■ Scope and rationale of the proposal; and

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

CAPITAL / RESTRUCTURING

Capital

Adjustments to Par Value of Common Stock

General Recommendation

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

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

Common Stock Authorization

General Authorization Requests

General Recommendation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Specific Authorization Requests

General Recommendation

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

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

■ the allowable increase as calculated for general issuances above.

Dual Class Structure

General Recommendation

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

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

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

■ The new class of shares will be transitory;

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

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

Issue Stock for Use with Rights Plan

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

Preemptive Rights

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

■ The size of the company;

■ The shareholder base; and

■ The liquidity of the stock.

Preferred Stock Authorization

General Authorization Requests

General Recommendation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Specific Authorization Requests

General Recommendation

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

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

■ the allowable increase as calculated for general issuances above.

Recapitalization Plans

General Recommendation

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

■ More simplified capital structure;

■ Enhanced liquidity;

■ Fairness of conversion terms;

■ Impact on voting power and dividends;

■ Reasons for the reclassification;

■ Conflicts of interest; and

■ Other alternatives considered.

Reverse Stock Splits

General Recommendation

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

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

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

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

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

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

■ The company's rationale; or

■ Other factors as applicable.

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

General Recommendation

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

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

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

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

Share Repurchase Programs

General Recommendation

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

■ Greenmail,

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

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

■ Other company-specific factors as warranted.

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

Share Repurchase Programs Shareholder Proposals

General Recommendation

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

Stock Distributions: Splits and Dividends

General Recommendation

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

Tracking Stock

General Recommendation

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

■ Adverse governance changes;

■ Excessive increases in authorized capital stock;

■ Unfair method of distribution;

■ Diminution of voting rights;

■ Adverse conversion features;

■ Negative impact on stock option plans; and

■ Alternatives such as spin-off.

Restructuring

Appraisal Rights

General Recommendation

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

Asset Purchases

General Recommendation

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

■ Purchase price;

■ Fairness opinion;

■ Financial and strategic benefits;

■ How the deal was negotiated;

■ Conflicts of interest;

■ Other alternatives for the business; and

■ Non-completion risk.

Asset Sales

General Recommendation

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

■ Impact on the balance sheet/working capital;

■ Potential elimination of diseconomies;

■ Anticipated financial and operating benefits;

■ Anticipated use of funds;

■ Value received for the asset;

■ Fairness opinion;

■ How the deal was negotiated; and

■ Conflicts of interest.

Bundled Proposals

General Recommendation

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

Conversion of Securities

General Recommendation

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

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

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

General Recommendation

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

■ Dilution to existing shareholders' positions;

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

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

■ Management's efforts to pursue other alternatives;

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

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

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

Formation of Holding Company

General Recommendation

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

■ The reasons for the change;

■ Any financial or tax benefits;

■ Regulatory benefits;

■ Increases in capital structure; and

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

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

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

■ Adverse changes in shareholder rights.

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

General Recommendation

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

■ Offer price/premium;

■ Fairness opinion;

■ How the deal was negotiated;

■ Conflicts of interest;

■ Other alternatives/offers considered; and

■ Non-completion risk.

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

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

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

■ Are all shareholders able to participate in the transaction?

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

■ Does the company have strong corporate governance?

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

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

Joint Ventures

General Recommendation

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

■ Percentage of assets/business contributed;

■ Percentage ownership;

■ Financial and strategic benefits;

■ Governance structure;

■ Conflicts of interest;

■ Other alternatives; and

■ Non-completion risk.

Liquidations

General Recommendation

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

■ Management’s efforts to pursue other alternatives;

■ Appraisal value of assets; and

■ The compensation plan for executives managing the liquidation.

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

Mergers and Acquisitions

General Recommendation

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

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

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

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

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

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

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

Private Placements/Warrants/Convertible Debentures

General Recommendation

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

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

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

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

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

■ Financial issues:

The company's financial condition;

Degree of need for capital;

Use of proceeds;

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

Current and proposed cash burn rate; and

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

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

■ Control issues:

Change in management;

Change in control;

Guaranteed board and committee seats;

Standstill provisions;

Voting agreements;

Veto power over certain corporate actions; and

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

■ Conflicts of interest:

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

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

■ Market reaction:

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

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

Reorganization/Restructuring Plan (Bankruptcy)

General Recommendation

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

■ Estimated value and financial prospects of the reorganized company;

■ Percentage ownership of current shareholders in the reorganized company;

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

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

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

■ Governance of the reorganized company.

Special Purpose Acquisition Corporations (SPACs)

General Recommendation

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

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

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

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

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

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

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

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

Special Purpose Acquisition Corporations (SPACs) - Proposals for Extensions

General Recommendation

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

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

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

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

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

Spin-offs

General Recommendation

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

■ Tax and regulatory advantages;

■ Planned use of the sale proceeds;

■ Valuation of spinoff;

■ Fairness opinion;

■ Benefits to the parent company;

■ Conflicts of interest;

■ Managerial incentives;

■ Corporate governance changes; and

■ Changes in the capital structure.

Value Maximization Shareholder Proposals

General Recommendation

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

■ Hiring a financial advisor to explore strategic alternatives;

■ Selling the company; or

■ Liquidating the company and distributing the proceeds to shareholders.

These proposals should be evaluated based on the following factors:

■ Prolonged poor performance with no turnaround in sight;

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

■ Strategic plan in place for improving value;

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

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

COMPENSATION

Executive Pay Evaluation

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

General Recommendation

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

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

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

■ The company maintains significant problematic pay practices; or

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

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

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

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

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

■ The situation is egregious.

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

General Recommendation

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

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

General Recommendation

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

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

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

■ Single-trigger acceleration of unvested equity awards;

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

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

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

■ Excise tax gross-ups triggered and payable; or

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

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

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

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

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

Equity-Based and Other Incentive Plans

General Recommendation

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

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

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

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

■ Plan Cost:

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

Discretionary vesting authority;

Liberal share recycling on various award types;

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

Dividends payable prior to award vesting.

■ Grant Practices:

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

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

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

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

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

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

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

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

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

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

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

■ The plan is excessively dilutive to shareholders' holdings;

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

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

Further Information on certain EPSC Factors:

Shareholder Value Transfer (SVT)

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

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

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

Three-Year Value-Adjusted Burn Rate

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

The Value-Adjusted Burn rate is calculated as follows:

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

Egregious Factors

Liberal Change in Control Definition

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

Repricing Provisions

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

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

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

■ Cancel underwater options in exchange for stock awards; or

■ Provide cash buyouts of underwater options.

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

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

Problematic Pay Practices or Significant Pay-for-Performance Disconnect

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

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

■ Severity of the pay-for-performance misalignment;

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

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

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

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

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

■ Addresses administrative features only; or

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

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

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

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

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

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

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

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

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

Specific Treatment of Certain Award Types in Equity Plan Evaluations

Dividend Equivalent Rights

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

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

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

Other Compensation Plans

401(k) Employee Benefit Plans

General Recommendation

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

Employee Stock Ownership Plans (ESOPs)

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

Employee Stock Purchase Plans—Qualified Plans

General Recommendation

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

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

■ Offering period is 27 months or less; and

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

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

Employee Stock Purchase Plans—Non-Qualified Plans

General Recommendation

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

■ Broad-based participation;

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

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

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

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

Option Exchange Programs/Repricing Options

General Recommendation

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

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

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

■ Is this a value-for-value exchange;

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

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

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

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

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

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

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

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

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

Stock Plans in Lieu of Cash

General Recommendation

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

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

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

Transfer Stock Option (TSO) Programs

General Recommendation

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

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

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

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

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

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

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

■ Eligibility;

■ Vesting;

■ Bid-price;

■ Term of options;

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

■ Option repricing policy.

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

Director Compensation

Shareholder Ratification of Director Pay Programs

General Recommendation

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

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

■ An assessment of the following qualitative factors:

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

The presence of problematic pay practices relating to director compensation;

Director stock ownership guidelines and holding requirements;

Equity award vesting schedules;

The mix of cash and equity-based compensation;

Meaningful limits on director compensation;

The availability of retirement benefits or perquisites; and

The quality of disclosure surrounding director compensation.

Equity Plans for Non-Employee Directors

General Recommendation

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

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

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

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

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

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

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

■ Director stock ownership guidelines and holding requirements;

■ Equity award vesting schedules;

■ The mix of cash and equity-based compensation;

■ Meaningful limits on director compensation;

■ The availability of retirement benefits or perquisites; and

■ The quality of disclosure surrounding director compensation.

Non-Employee Director Retirement Plans

General Recommendation

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

Shareholder Proposals on Compensation

Bonus Banking/Bonus Banking “Plus”

General Recommendation

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

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

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

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

Compensation Consultants—Disclosure of Board or Company’s Utilization

General Recommendation

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

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

General Recommendation

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

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

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

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

Golden Coffins/Executive Death Benefits

General Recommendation:

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

Hold Equity Past Retirement or for a Significant Period of Time

General Recommendation

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

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

■ The time period required to retain the shares;

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

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

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

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

Pay Disparity

General Recommendation

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

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

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

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

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

Pay for Performance/Performance-Based Awards

General Recommendation

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

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

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

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

Pay for Superior Performance

General Recommendation

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

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

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

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

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

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

Consider the following factors in evaluating this proposal:

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

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

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

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

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

General Recommendation

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

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

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

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

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

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

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

Prohibit Outside CEOs from Serving on Compensation Committees

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

Recoupment of Incentive or Stock Compensation in Specified Circumstances

General Recommendation

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

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

■ If the company has adopted a formal recoupment policy;

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

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

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

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

■ Any other relevant factors.

Severance and Golden Parachute Agreements

General Recommendation

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

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

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

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

■ Any recent severance-related controversies; and

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

Share Buyback Impact on Incentive Program Metrics

General Recommendation

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

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

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

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

■ Whether there is any indication of metric result manipulation.

Supplemental Executive Retirement Plans (SERPs)

General Recommendation

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

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

Tax Gross-Up Proposals

General Recommendation

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

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

General Recommendation

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

The following factors will be considered:

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

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

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

ROUTINE / MISCELLANEOUS

Adjourn Meeting

General Recommendation

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

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

Amend Quorum Requirements

General Recommendation

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

■ The new quorum threshold requested;

■ The rationale presented for the reduction;

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

■ The company’s ownership structure;

■ Previous voter turnout or attempts to achieve quorum;

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

■ Other factors as appropriate.

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

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

Amend Minor Bylaws

General Recommendation

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

Change Company Name

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

Change Date, Time, or Location of Annual Meeting

General Recommendation

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

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

Other Business

General Recommendation

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

SOCIAL AND ENVIRONMENTAL ISSUES

General Recommendation

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

General Approach

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

■ Whether the proposal itself is well framed and reasonable;

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

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

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

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

■ Whether the issues presented in the proposal are best dealt with through legislation, government regulation, or company-specific action

■ The company’s approach compared with its peers or any industry standard practices for addressing the issue(s) raised by the proposal

■ Whether the company has already responded in an appropriate or sufficient manner to the issue(s) raised by the proposal

■ Whether there are significant controversies, fines, penalties or litigation associated with the company’s practices related to the issue(s) raised in the proposal

■ If the proposal requests increased disclosure or greater transparency, whether sufficient information is publicly available to shareholders and whether it would be unduly burdensome for the company to compile and avail the requested information to shareholders in a more comprehensive or amalgamated fashion

■ Whether implementation of the proposal would achieve the objectives sought in the proposal

Endorsement of Principles

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals seeking a company's endorsement of principles that support a particular public policy position. Endorsing a set of principles may require a company to take a stand on an issue that is beyond its own control and may limit its flexibility with respect to future developments. Management and the board should be afforded the flexibility to make decisions on specific public policy positions based on their own assessment of the most beneficial strategies for the company.

Animal Welfare

Animal Welfare Policies

General Recommendation

DWS’s policy is to generally vote for proposals seeking a report on a company’s animal welfare standards, or animal welfare-related risks, considering whether:

■ The company has already published a set of animal welfare standards and monitors compliance;

■ The company’s standards are comparable to industry peers; and

■ There are no recent significant fines, litigation, or controversies related to the company’s and/or its suppliers' treatment of animals.

Animal Testing

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to phase out the use of animals in product testing, considering whether:

■ The company is conducting animal testing programs that are unnecessary or not required by regulation;

■ The company is conducting animal testing when suitable alternatives are commonly accepted and used by industry peers; or

■ There are recent, significant fines or litigation related to the company’s treatment of animals.

Animal Slaughter

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals requesting the implementation of Controlled Atmosphere Killing (CAK) methods at company and/or supplier operations unless such methods are required by legislation or generally accepted as the industry standard.

DWS’s policy is to generally vote case-by-case on proposals requesting a report on the feasibility of implementing CAK methods at company and/or supplier operations considering the availability of existing research conducted by the company or industry groups on this topic and any fines or litigation related to current animal processing procedures at the company.

Consumer Issues

Genetically Modified Ingredients

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals requesting that a company voluntarily label genetically engineered (GE) ingredients in its products.

DWS’s policy is to generally vote for proposals asking for a report on the feasibility of labeling products containing GE ingredients, taking into account:

■ The potential impact of such labelling on the company's business;

■ The quality of the company’s disclosure on GE product labelling, related voluntary initiatives, and how this disclosure compares with industry peer disclosure; and

■ Company’s current disclosure on the feasibility of GE product labelling.

DWS’s policy is to generally vote case-by-case on proposals seeking a report on the social, health, and environmental effects of genetically modified organisms (GMOs).

DWS’s policy is to generally vote against proposals to phase out GE ingredients from the company's products, or proposals asking for reports outlining the steps necessary to eliminate GE ingredients from the company’s products.

Reports on Potentially Controversial Business/Financial Practices

General Recommendation

DWS’s policy is to generally vote for requests for reports on a company’s potentially controversial business or financial practices or products, taking into account:

■ Whether the company has adequately disclosed mechanisms in place to prevent abuses;

■ Whether the company has adequately disclosed the financial risks of the products/practices in question;

■ Whether the company has been subject to violations of related laws or serious controversies; and

■ Peer companies’ policies/practices in this area.

Pharmaceutical Pricing, Access to Medicines, and Prescription Drug Reimportation

General Recommendation

DWS’s policy is to generally vote against proposals requesting that companies implement specific price restraints on pharmaceutical products taking into account whether the company fails to adhere to legislative guidelines or industry norms in its product pricing practices.

DWS’s policy is to generally vote for proposals requesting that a company report on its product pricing or access to medicine policies, considering:

■ The potential for reputational, market, and regulatory risk exposure;

■ Existing disclosure of relevant policies;

■ Deviation from established industry norms;

■ Relevant company initiatives to provide research and/or products to disadvantaged consumers;

■ Whether the proposal focuses on specific products or geographic regions;

■ The potential burden and scope of the requested report; and

■ Recent significant controversies, litigation, or fines at the company.

DWS’s policy is to generally vote for proposals requesting that a company report on the financial and legal impact of its prescription drug reimportation policies unless such information is already publicly disclosed.

DWS’s policy is to generally vote case-by-case on proposals requesting that companies adopt specific policies to encourage or constrain prescription drug reimportation.

Product Safety and Toxic/Hazardous Materials

General Recommendation

DWS’s policy is to generally vote for proposals requesting that a company report on its policies, initiatives/procedures, and oversight mechanisms related to toxic/hazardous materials or product safety in its supply chain, considering whether:

■ The company already discloses similar information through existing reports such as a supplier code of conduct and/or a sustainability report;

■ The company has formally committed to the implementation of a toxic/hazardous materials and/or product safety and supply chain reporting and monitoring program based on industry norms or similar standards within a specified time frame; or

■ The company has not been recently involved in relevant significant controversies, fines, or litigation.

DWS’s policy is to generally vote for resolutions requesting that companies develop a feasibility assessment to phase-out of certain toxic/hazardous materials, or evaluate and disclose the potential financial and legal risks associated with utilizing certain materials, considering:

■ The company’s current level of disclosure regarding its product safety policies, initiatives, and oversight mechanisms;

■ Current regulations in the markets in which the company operates; and

■ Recent significant controversies, litigation, or fines stemming from toxic/hazardous materials at the company.

DWS’s policy is to generally vote against resolutions requiring that a company reformulate its products.

Tobacco-Related Proposals

General Recommendation

DWS’s policy is to generally vote case-by-case on resolutions regarding the advertisement of tobacco products, considering:

■ Recent related fines, controversies, or significant litigation;

■ Whether the company complies with relevant laws and regulations on the marketing of tobacco;

■ Whether the company’s advertising restrictions deviate from those of industry peers;

■ Whether the company entered into the Master Settlement Agreement, which restricts marketing of tobacco to youth; and

■ Whether restrictions on marketing to youth extend to foreign countries.

DWS’s policy is to generally vote case-by-case on proposals regarding second-hand smoke, considering;

■ Whether the company complies with all laws and regulations;

■ The degree that voluntary restrictions beyond those mandated by law might hurt the company’s competitiveness; and

■ The risk of any health-related liabilities.

DWS’s policy is to generally vote against resolutions to cease production of tobacco-related products, to avoid selling products to tobacco companies, to spin-off tobacco-related businesses, or prohibit investment in tobacco equities. Such business decisions are better left to company management or portfolio managers.

DWS’s policy is to generally vote against proposals regarding tobacco product warnings. Such decisions are better left to public health authorities.

Climate Change

Say on Climate (SoC) Management Proposals

General Recommendation

DWS’s policy is to generally vote case-by-case on management proposals that request shareholders to approve the company’s transition action plan²³, taking into account the completeness and rigor of the plan.

²³ Variations of this request also include climate transition related ambitions, or commitment to reporting on the implementation of a climate plan.

Information that will be considered where available includes the following:

■ The extent to which the company’s climate related disclosures are in line with TCFD recommendations and meet other market standards;

■ Disclosure of its operational and supply chain Green House Gas (GHG) emissions (Scopes 1, 2, and 3);

■ The completeness and rigor of company’s short-, medium-, and long-term targets for reducing operational and supply chain GHG emissions (Scopes 1, 2 and 3 if relevant);

■ Whether the company has sought and received third-party approval that its targets are science-based;

■ Whether the company has made a commitment to be “net zero” for operational and supply chain emissions (Scopes 1, 2, and 3) by 2050;

■ Whether the company discloses a commitment to report on the implementation of its plan in subsequent years;

■ Whether the company’s climate data has received third-party assurance;

■ Disclosure of how the company’s lobbying activities and its capital expenditures align with company strategy;

■ Whether there are specific industry decarbonization challenges; and

■ The company’s related commitment, disclosure, and performance compared to its industry peers.

Say on Climate (SoC) Shareholder Proposals

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals that request the company to disclose a report on providing its GHG emissions levels and reduction targets and/or its upcoming/approved climate transition action plan and provide shareholders the opportunity to express approval or disapproval of its GHG emissions reduction plan, taking into account information such as the following:

■ The completeness and rigor of the company’s climate-related disclosure;

■ The company’s actual GHG emissions performance;

■ Whether the company has been the subject of recent, significant violations, fines litigation, or controversy related to its GHG emissions; and

■ Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive.

Climate Change/Greenhouse Gas (GHG) Emissions

General Recommendation

DWS’s policy is to generally vote for resolutions requesting that a company disclose information on the financial, physical, or regulatory risks it faces related to climate change on its operations and investments or on how the company identifies, measures, and manages such risks, considering:

■ Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities;

■ The company's level of disclosure compared to industry peers; and

■ Whether there are significant controversies, fines, penalties, or litigation associated with the company's climate change-related performance.

DWS’s policy is to generally vote for proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, considering whether:

■ The company already discloses current, publicly available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities;

■ The company's level of disclosure is comparable to that of industry peers; or

■ There are no significant, controversies, fines, penalties, or litigation associated with the company's GHG emissions.

DWS’s policy is to generally vote for proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:

■ Whether the company provides disclosure of year-over-year GHG emissions performance data;

■ Whether company disclosure lags behind industry peers;

■ The company's actual GHG emissions performance;

■ The company's current GHG emission policies, oversight mechanisms, and related initiatives; and

■ Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions.

Energy Efficiency

General Recommendation

DWS’s policy is to generally vote for proposals requesting that a company report on its energy efficiency policies, considering whether:

■ The company complies with applicable energy efficiency regulations and laws, and discloses its participation in energy efficiency policies and programs, including disclosure of benchmark data, targets, and performance measures; or

■ The proponent requests adoption of specific energy efficiency goals within specific timelines.

Renewable Energy

General Recommendation

DWS’s policy is to generally vote for requests for reports on the feasibility of developing renewable energy resources unless the report would be duplicative of existing disclosure or irrelevant to the company’s line of business.

DWS’s policy is to generally vote case-by-case on proposals seeking increased investment in renewable energy resources taking into consideration whether the terms of the resolution are overly restrictive.

DWS’s policy is to generally vote for proposals that call for the adoption of renewable energy goals, taking into account:

■ The scope and structure of the proposal;

■ The company's current level of disclosure on renewable energy use and GHG emissions; and

■ The company's disclosure of policies, practices, and oversight implemented to manage GHG emissions and mitigate climate change risks.

Diversity

Board Diversity

General Recommendation

DWS’s policy is to generally vote for requests for reports on a company's efforts to diversify the board, considering whether:

■ The gender and racial minority representation of the company’s board is reasonably inclusive in relation to companies of similar size and business; or

■ The board already reports on its nominating procedures and gender and racial minority initiatives on the board and within the company.

DWS’s policy is to generally vote for proposals asking a company to increase the gender and racial minority representation on its board, taking into account:

■ The degree of existing gender and racial minority diversity on the company’s board and among its executive officers;

■ The level of gender and racial minority representation that exists at the company’s industry peers;

■ The company’s established process for addressing gender and racial minority board representation;

■ Whether the proposal includes an overly prescriptive request to amend nominating committee charter language;

■ The independence of the company’s nominating committee;

■ Whether the company uses an outside search firm to identify potential director nominees; and

■ Whether the company has had recent controversies, fines, or litigation regarding equal employment practices.

Equality of Opportunity

General Recommendation

DWS’s policy is to generally vote for proposals requesting a company disclose its diversity policies or initiatives, or proposals requesting disclosure of a company’s comprehensive workforce diversity data, including requests for EEO-1 data, considering whether:

■ The company publicly discloses equal opportunity policies and initiatives in a comprehensive manner;

■ The company already publicly discloses comprehensive workforce diversity data; or

■ The company has no recent significant EEO-related violations or litigation.

DWS’s policy is to generally vote for shareholder proposals requesting nondiscrimination in salary, wages and all benefits.

DWS’s policy is to generally vote for shareholder proposals calling for action on equal employment opportunity and antidiscrimination.

DWS’s policy is to generally vote case-by-case on proposals seeking information on the diversity efforts of suppliers and service providers.

Gender Identity, Sexual Orientation and Domestic Partner Benefits

General Recommendation

DWS’s policy is to generally vote for proposals seeking to amend a company’s EEO statement or diversity policies to prohibit discrimination based on sexual orientation and/or gender identity, unless the change would be unduly burdensome.

Generally, vote for proposals to extend company benefits to domestic partners.

DWS’s policy is to generally vote for shareholder proposals seeking reports on a company’s initiatives to create a workplace free of discrimination on the basis of sexual orientation or gender identity.

DWS’s policy is to generally vote against shareholder proposals that seek to eliminate protection already afforded to gay and lesbian employees.

Gender, Race / Ethnicity Pay Gap

General Recommendation

DWS’s policy is to generally vote case-by-case on requests for reports on a company's pay data by gender or race /ethnicity, or a report on a company’s policies and goals to reduce any gender, or race /ethnicity pay gaps, taking into account:

■ The company's current policies and disclosure related to both its diversity and inclusion policies and practices and its compensation philosophy on fair and equitable compensation practices;

■ Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to gender, race, or ethnicity pay gap issues;

■ The company’s disclosure regarding gender, race, or ethnicity pay gap policies or initiatives is compared to its industry peers; and

■ Local laws regarding categorization of race and/or ethnicity and definitions of ethnic and/or racial minorities.

Racial Equity and/or Civil Rights Audit Guidelines

General Recommendation

DWS’s policy is to generally vote for proposals asking a company to conduct an independent racial equity and/or civil rights audit, taking into account:

■ The company's established process or framework for addressing racial inequity and discrimination internally;

■ Whether the company adequately discloses workforce diversity and inclusion metrics and goals;

■ Whether the company has issued a public statement related to its racial justice efforts in recent years; or has committed to internal policy review;

■ Whether the company has engaged with impacted communities, stakeholders, and civil rights experts;

■ The company’s track record in recent years of racial justice measures and outreach externally;

■ Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to racial inequity or discrimination.

Environment and Sustainability

Facility and Workplace Safety

General Recommendation

DWS’s policy is to generally vote for requests for workplace safety reports, including reports on accident risk reduction efforts, taking into account:

■ The company’s current level of disclosure of its workplace health and safety performance data, health and safety management policies, initiatives, and oversight mechanisms;

■ The nature of the company’s business, specifically regarding company and employee exposure to health and safety risks;

■ Recent significant controversies, fines, or violations related to workplace health and safety; and

■ The company's workplace health and safety performance relative to industry peers.

DWS’s policy is to generally vote case-by-case on resolutions requesting that a company report on or implement safety/security risk procedures associated with their operations and/or facilities, considering:

■ The company’s compliance with applicable regulations and guidelines;

■ The company’s current level of disclosure regarding its security and safety policies, procedures, and compliance monitoring; and

■ The existence of recent, significant violations, fines, or controversy regarding the safety and security of the company’s operations and/or facilities.

General Environmental Proposals and Community Impact Assessments

General Recommendation

DWS’s policy is to generally vote for requests for reports on policies and/or the potential (community) social and/or environmental impact of company operations, considering:

■ Current disclosure of applicable policies and risk assessment report(s) and risk management procedures;

■ The impact of regulatory non-compliance, litigation, remediation, or reputational loss that may be associated with failure to manage the company’s operations in question, including the management of relevant community and stakeholder relations;

■ The nature, purpose, and scope of the company’s operations in the specific region(s);

■ The degree to which company policies and procedures are consistent with industry norms; and

■ The scope of the resolution.

Hydraulic Fracturing

General Recommendation

DWS’s policy is to generally vote for proposals requesting greater disclosure of a company's (natural gas) hydraulic fracturing operations, including measures the company has taken to manage and mitigate the potential community and environmental impacts of those operations, considering:

■ The company's current level of disclosure of relevant policies and oversight mechanisms;

■ The company's current level of such disclosure relative to its industry peers;

■ Potential relevant local, state, or national regulatory developments; and

■ Controversies, fines, or litigation related to the company's hydraulic fracturing operations.

Operations in Protected Areas

General Recommendation

DWS’s policy is to generally vote for requests for reports on potential environmental damage as a result of company operations in protected regions, considering whether:

■ Operations in the specified regions are not permitted by current laws or regulations;

■ The company does not currently have operations or plans to develop operations in these protected regions; or

■ The company’s disclosure of its operations and environmental policies in these regions is comparable to industry peers.

DWS’s policy is to generally vote for shareholder proposals asking companies to prepare reports or adopt policies on operations that include mining, drilling or logging in environmentally sensitive areas.

DWS’s policy is to generally vote for shareholder proposals seeking to curb or reduce the sale of products manufactured from materials extracted from environmentally sensitive areas such as old growth forests.

Recycling

General Recommendation

DWS’s policy is to generally vote for proposals to report on an existing recycling program or adopt a new recycling program, taking into account:

■ The nature of the company’s business;

■ The current level of disclosure of the company's existing related programs;

■ The timetable and methods of program implementation prescribed by the proposal;

■ The company’s ability to address the issues raised in the proposal; and

■ How the company's recycling programs compare to similar programs of its industry peers.

Sustainability Reporting

General Recommendation

DWS’s policy is to generally vote for proposals requesting that a company report on its policies, initiatives, and oversight mechanisms related to social, economic, and environmental sustainability, considering whether:

■ The company already discloses similar information through existing reports or policies such as an environment, health, and safety (EHS) report; a comprehensive code of corporate conduct; and/or a diversity report; or

■ The company has formally committed to the implementation of a reporting program based on Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame.

Water Issues

General Recommendation

DWS’s policy is to generally vote for proposals requesting a company report on, or adopt a new policy on, water-related risks and concerns, taking into account:

■ The company's current disclosure of relevant policies, initiatives, oversight mechanisms, and water usage metrics;

■ Whether or not the company's existing water-related policies and practices are consistent with relevant internationally recognized standards and national/local regulations;

■ The potential financial impact or risk to the company associated with water-related concerns or issues; and

■ Recent, significant company controversies, fines, or litigation regarding water use by the company and its suppliers.

General Corporate Issues

Charitable Contributions

General Recommendation

DWS’s policy is to generally vote against proposals restricting a company from making charitable contributions.

Charitable contributions are generally useful for assisting worthwhile causes and for creating goodwill in the community. In the absence of bad faith, self-dealing, or gross negligence, management should determine which, and if, contributions are in the best interests of the company.

Data Security, Privacy, and Internet Issues

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals requesting the disclosure or implementation of data security, privacy, or information access and management policies and procedures, considering:

■ The level of disclosure of company policies and procedures relating to data security, privacy, freedom of speech, information access and management, and Internet censorship;

■ Engagement in dialogue with governments or relevant groups with respect to data security, privacy, or the free flow of information on the Internet;

■ The scope of business involvement and of investment in countries whose governments censor or monitor the Internet and other telecommunications;

■ Applicable market-specific laws or regulations that may be imposed on the company; and

■ Controversies, fines, or litigation related to data security, privacy, freedom of speech, or Internet censorship.

Environmental, Social, and Governance (ESG) Compensation-Related Proposals

General Recommendation

DWS’s policy is to generally vote for proposals seeking a report or additional disclosure on the company’s approach, policies, and practices on incorporating environmental and social criteria into its executive compensation strategy, considering:

■ The scope and prescriptive nature of the proposal;

■ The company’s current level of disclosure regarding its environmental and social performance and governance;

■ The degree to which the board or compensation committee already discloses information on whether it has considered related environmental or social criteria; and

■ Whether the company has significant controversies or regulatory violations regarding social and/or environmental issues.

Human Rights, Human Capital Management, and International Operations

Human Rights Proposals

General Recommendation

DWS’s policy is to generally vote for proposals requesting a report on company or company supplier labor and/or human rights standards and policies unless such information is already publicly disclosed.

DWS’s policy is to generally vote for proposals to implement company or company supplier labor and/or human rights standards and policies, considering:

■ The degree to which existing relevant policies and practices are disclosed;

■ Whether or not existing relevant policies are consistent with internationally recognized standards;

■ Whether company facilities and those of its suppliers are monitored and how;

■ Company participation in fair labor organizations or other internationally recognized human rights initiatives;

■ Scope and nature of business conducted in markets known to have higher risk of workplace labor/human rights abuse;

■ Recent, significant company controversies, fines, or litigation regarding human rights at the company or its suppliers;

■ The scope of the request; and

■ Deviation from industry sector peer company standards and practices.

DWS’s policy is to generally vote for proposals requesting that a company conduct an assessment of the human rights risks in its operations or in its supply chain, or report on its human rights risk assessment process, considering:

■ The degree to which existing relevant policies and practices are disclosed, including information on the implementation of these policies and any related oversight mechanisms;

■ The company’s industry and whether the company or its suppliers operate in countries or areas where there is a history of human rights concerns;

■ Recent significant controversies, fines, or litigation regarding human rights involving the company or its suppliers, and whether the company has taken remedial steps; and

■ Whether the proposal is unduly burdensome or overly prescriptive.

Mandatory Arbitration

General Recommendation

DWS’s policy is to generally vote case-by-case on requests for a report on a company’s use of mandatory arbitration on employment-related claims, taking into account:

■ The company's current policies and practices related to the use of mandatory arbitration agreements on workplace claims;

■ Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to the use of mandatory arbitration agreements on workplace claims; and

■ The company's disclosure of its policies and practices related to the use of mandatory arbitration agreements compared to its peers.

Operations in High Risk Markets

General Recommendation

DWS’s policy is to generally vote case-by-case on requests for a report on a company’s potential financial and reputational risks associated with operations in “high-risk” markets, such as a terrorism-sponsoring state or politically/socially unstable region, taking into account:

■ The nature, purpose, and scope of the operations and business involved that could be affected by social or political disruption;

■ Current disclosure of applicable risk assessment(s) and risk management procedures;

■ Compliance with U.S. sanctions and laws;

■ Consideration of other international policies, standards, and laws; and

■ Whether the company has been recently involved in recent, significant controversies, fines, or litigation related to its operations in "high-risk" markets.

Outsourcing/Offshoring

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals calling for companies to report on the risks associated with outsourcing/plant closures, considering:

■ Controversies surrounding operations in the relevant market(s);

■ The value of the requested report to shareholders;

■ The company’s current level of disclosure of relevant information on outsourcing and plant closure procedures; and

■ The company’s existing human rights standards relative to industry peers.

Sexual Harassment

General Recommendation

DWS’s policy is to generally vote case-by-case on requests for a report on company actions taken to strengthen policies and oversight to prevent workplace sexual harassment, or a report on risks posed by a company’s failure to prevent workplace sexual harassment, taking into account:

■ The company’s current policies, practices, oversight mechanisms related to preventing workplace sexual harassment;

■ Whether the company has been the subject of recent controversy, litigation, or regulatory actions related to workplace sexual harassment issues; and

■ The company’s disclosure regarding workplace sexual harassment policies or initiatives compared to its industry peers.

Weapons and Military Sales

General Recommendation

DWS’s policy is to generally vote against reports on foreign military sales or offsets, taking into account when such disclosures may involve sensitive and confidential information. Moreover, companies must comply with government controls and reporting on foreign military sales.

DWS’s policy is to generally vote case-by-case on shareholder proposals seeking a report on the renouncement of future landmine production.

DWS’s policy is to generally vote against shareholder proposals requesting a report on the involvement, policies, and procedures related to depleted uranium and nuclear weapons.

DWS’s policy is to generally vote case-by-case on proposals that call for outright restrictions on foreign military sales.

DWS’s policy is to generally vote for shareholder proposals asking companies to review and amend, if necessary, the company’s code of conduct and statements of ethical criteria for military production related contract bids, awards and execution.

Political Activities

Lobbying

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals requesting information on a company’s lobbying (including direct, indirect, and grassroots lobbying) activities, policies, or procedures, considering:

■ The company’s current disclosure of relevant lobbying policies, and management and board oversight;

■ The company’s disclosure regarding trade associations or other groups that it supports, or is a member of, that engage in lobbying activities; and

■ Recent significant controversies, fines, or litigation regarding the company’s lobbying-related activities.

Political Contributions

General Recommendation

DWS’s policy is to generally vote for proposals requesting greater disclosure of a company's political contributions and trade association spending policies and activities, considering:

■ The company's policies, and management and board oversight related to its direct political contributions and payments to trade associations or other groups that may be used for political purposes;

■ The company's disclosure regarding its support of, and participation in, trade associations or other groups that may make political contributions; and

■ Recent significant controversies, fines, or litigation related to the company's political contributions or political activities.

DWS’s policy is to generally vote against proposals barring a company from making political contributions. Businesses are affected by legislation at the federal, state, and local level; barring political contributions can put the company at a competitive disadvantage.

DWS’s policy is to generally vote against proposals to publish in newspapers and other media a company's political contributions. Such publications could present significant cost to the company without providing commensurate value to shareholders.

Political Expenditures and Lobbying Congruency

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals requesting greater disclosure of a company’s alignment of political contributions, lobbying and electioneering spending with a company’s publicly stated values and policies, unless the terms of the proposal are unduly restrictive. Additionally, DWS will consider whether:

■ The company's policies, management, board oversight, governance processes and level of disclosure related to direct political contributions, lobbying activities, and payments to trade associations, political action committees, or other groups that may be used for political purposes;

■ The company’s disclosure regarding: the reasons for its support of candidates for public offices; the reasons for support of and participation in trade associations or other groups that may make political contributions; and other political activities;

■ Any incongruencies identified between a company’s direct and indirect political expenditures and its publicly stated values and priorities; and

■ Recent significant controversies related to the company’s direct and indirect lobbying, political contributions or political activities.

DWS’s policy is to generally vote case-by-case on proposals requesting comparison of a company’s political spending to objectives that can mitigate material risk for the company, such as limiting global warming.

Political Ties

General Recommendation

DWS’s policy is to generally vote against proposals asking a company to affirm political nonpartisanship in the workplace, considering whether:

■ There are no recent, significant controversies, fines, or litigation regarding the company’s political contributions or trade association spending; and

■ The company has procedures in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and prohibit coercion.

DWS’s policy is to generally vote against shareholder proposals calling for the disclosure of prior government service of the company’s key executives and whether such service had a bearing on the business of the company.

REGISTERED INVESTMENT COMPANY PROXIES

Election of Directors

General Recommendation

DWS’s policy is to generally vote case-by-case on the election of directors and trustees.

Closed End Fund - Unilateral Opt-In to Control Share Acquisition Statutes

General Recommendation

For closed-end management investment companies (CEFs), DWS’s policy is to generally vote on a case-by-case basis for nominating/governance committee members (or other directors on a case-by-case basis) at CEFs that have not provided a compelling rationale for opting-in to a Control Share Acquisition Statute, nor submitted a by-law amendment to a shareholder vote.

Converting Closed-end Fund to Open-end Fund

General Recommendation

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

■ Past performance as a closed-end fund;

■ Market in which the fund invests;

■ Measures taken by the board to address the discount; and

■ Past shareholder activism, board activity, and votes on related proposals.

Proxy Contests

General Recommendation

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

■ Past performance relative to its peers;

■ Market in which the fund invests;

■ Measures taken by the board to address the issues;

■ Past shareholder activism, board activity, and votes on related proposals;

■ Strategy of the incumbents versus the dissidents;

■ Independence of directors;

■ Experience and skills of director candidates;

■ Governance profile of the company; and

■ Evidence of management entrenchment.

Investment Advisory Agreements

General Recommendation

DWS’s policy is to generally vote case-by-case on investment advisory agreements, considering the following factors:

■ Proposed and current fee schedules;

■ Fund category/investment objective;

■ Performance benchmarks;

■ Share price performance as compared with peers;

■ Resulting fees relative to peers; and

■ Assignments (where the advisor undergoes a change of control).

Approving New Classes or Series of Shares

General Recommendation

DWS’s policy is to generally vote case-by-case on the establishment of new classes or series of shares.

Preferred Stock Proposals

General Recommendation

DWS’s policy is to generally vote case-by-case on the authorization for or increase in preferred shares, considering the following factors:

■ Stated specific financing purpose;

■ Possible dilution for common shares; and

■ Whether the shares can be used for antitakeover purposes.

1940 Act Policies

General Recommendation

DWS’s policy is to generally vote case-by-case on policies under the Investment Advisor Act of 1940, considering the following factors:

■ Potential competitiveness;

■ Regulatory developments;

■ Current and potential returns; and

■ Current and potential risk.

DWS’s policy is to generally vote for these amendments as long as the proposed changes do not fundamentally alter the investment focus of the fund and do comply with the current SEC interpretation.

Changing a Fundamental Restriction to a Nonfundamental Restriction

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to change a fundamental restriction to a non-fundamental restriction, considering the following factors:

■ The fund's target investments;

■ The reasons given by the fund for the change; and

■ The projected impact of the change on the portfolio.

Change Fundamental Investment Objective to Nonfundamental

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to change a fund’s fundamental investment objective to non-fundamental.

Name Change Proposals

General Recommendation

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

■ Political/economic changes in the target market;

■ Consolidation in the target market; and

■ Current asset composition.

Change in Fund's Subclassification

General Recommendation

DWS’s policy is to generally vote case-by-case on changes in a fund's sub-classification, considering the following factors:

■ Potential competitiveness;

■ Current and potential returns;

■ Risk of concentration; and

■ Consolidation in target industry.

Business Development Companies—Authorization to Sell Shares of Common Stock at a Price below Net Asset Value

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals authorizing the board to issue shares below Net Asset Value (NAV) if:

■ The proposal to allow share issuances below NAV has an expiration date no more than one year from the date shareholders approve the underlying proposal, as required under the Investment Company Act of 1940;

■ The sale is deemed to be in the best interests of shareholders by (1) a majority of the company's independent directors and (2) a majority of the company's directors who have no financial interest in the issuance; and

■ The company has demonstrated responsible past use of share issuances by either:

■ Outperforming peers in its 8-digit GICS group as measured by one- and three-year median TSRs; or

■ Providing disclosure that its past share issuances were priced at levels that resulted in only small or moderate discounts to NAV and economic dilution to existing non-participating shareholders.

Disposition of Assets/Termination/Liquidation

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to dispose of assets, to terminate or liquidate, considering the following factors:

■ Strategies employed to salvage the company;

■ The fund’s past performance;

■ The terms of the liquidation.

Changes to the Charter Document

General Recommendation

DWS’s policy is to generally vote case-by-case on changes to the charter document, considering the following factors:

■ The degree of change implied by the proposal;

■ The efficiencies that could result;

■ The state of incorporation; and

■ Regulatory standards and implications.

Changing the Domicile of a Fund

General Recommendation

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

■ Regulations of both states;

■ Required fundamental policies of both states; and

■ The increased flexibility available.

Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals authorizing the board to hire or terminate subadvisors without shareholder approval if the investment advisor currently employs only one subadvisor.

Distribution Agreements

General Recommendation

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

■ Fees charged to comparably sized funds with similar objectives;

■ The proposed distributor’s reputation and past performance;

■ The competitiveness of the fund in the industry; and

■ The terms of the agreement.

Master-Feeder Structure

General Recommendation

DWS’s policy is to generally vote case-by-case on the establishment of a master-feeder structure.

Mergers

General Recommendation

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

■ Resulting fee structure;

■ Performance of both funds;

■ Continuity of management personnel; and

■ Changes in corporate governance and their impact on shareholder rights.

Shareholder Proposals for Mutual Funds

Establish Director Ownership Requirement

General Recommendation

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

Reimburse Shareholder for Expenses Incurred

General Recommendation

DWS’s policy is to generally vote case-by-case on shareholder proposals to reimburse proxy solicitation expenses. When supporting the dissidents, vote for the reimbursement of the proxy solicitation expenses.

Terminate the Investment Advisor

General Recommendation

DWS’s policy is to generally vote case-by-case on proposals to terminate the investment advisor, considering the following factors:

■ Performance of the fund’s Net Asset Value (NAV);

■ The fund’s history of shareholder relations; and

■ The performance of other funds under the advisor’s management.

INTERNATIONAL PROXY VOTING

The above guidelines pertain to issuers organized in the United States. Proxies solicited by other issuers are voted in accordance with international guidelines or the recommendation of ISS and in accordance with applicable law and regulation.

Appendix I

Classification of Directors – U.S.

1.       Executive Director

1.1. Current employee or current officer¹ of the company or one of its affiliates².

2.       Non-Independent Non-Executive Director

Board Identification

2.1. Director identified as not independent by the board.

Controlling/Significant Shareholder

2.2. Beneficial owner of more than 50 percent of the company's voting power (this may be aggregated if voting power is distributed among more than one member of a group).

Current Employment at Company or Related Company

2.3. Non-officer employee of the firm (including employee representatives).

2.4. Officer¹, former officer, or general or limited partner of a joint venture or partnership with the company.

Former Employment

2.5. Former CEO of the company.^{3, 4}

2.6. Former non-CEO officer¹ of the company or an affiliate² within the past five years.

2.7. Former officer¹ of an acquired company within the past five years.⁴

2.8. Officer¹ of a former parent or predecessor firm at the time the company was sold or split off within the past five years.

2.9. Former interim officer if the service was longer than 18 months. If the service was between 12 and 18 months, an assessment of the interim officer’s employment agreement will be made.⁵

Family Members

2.10. Immediate family member⁶ of a current or former officer¹ of the company or its affiliates² within the last five years.

2.11. Immediate family member⁶ of a current employee of company or its affiliates² where additional factors raise concern (which may include, but are not limited to, the following: a director related to numerous employees; the company or its affiliates employ relatives of numerous board members; or a non-Section 16 officer in a key strategic role).

Professional, Transactional, and Charitable Relationships

Director who (or whose immediate family member⁶) currently provides professional services⁷ in excess of the $10,000 per year to the company, an affiliate² or an individual officer of the company or

2.12. (an affiliate; or who is (or whose immediate family member⁶ is) a partner, employee or controlling shareholder of, an organization which provides services.

Director who (or whose immediate family member⁶) currently has any material transactional relationship⁸ with the company or its affiliates².

2.13. ; or who is (or whose immediate family member⁶ is) a partner in, or a controlling shareholder or an executive officer of, an organization which has the material transactional relationship⁸ (excluding investments in the company through a private placement).

2.14. Director who (or whose immediate family member⁶) is) a trustee, director, or employee of a charitable or non-profit organization that receives material grants or endowments⁸ from the company or its affiliates².

Other Relationships

2.15. Party to a voting agreement⁹ to vote in line with management on proposals being brought to shareholder vote.

2.16. Has (or an immediate family member⁶ has) an interlocking relationship as defined by the SEC involving members of the board of directors or its Compensation Committee.¹⁰

2.17. Founder¹¹ of the company but not currently an employee.

2.18. Director with pay comparable to Named Executive Officers.

2.19. Any material¹² relationship with the company.

3.       Independent Director

3.1. No material¹² connection to the company other than a board seat.

Footnotes:

¹ The definition of officer will generally follow that of a “Section 16 officer” (officers subject to Section 16 of the Securities and Exchange Act of 1934) and includes the chief executive, operating, financial, legal, technology, and accounting officers of a company (including the president, treasurer, secretary, controller, or any vice president in charge of a principal business unit, division, or policy function). Current interim officers are included in this category. For private companies, the equivalent positions are applicable. A non-employee director serving as an officer due to statutory requirements (e.g., corporate secretary) will generally be classified as a Non-Independent Non-Executive Director under 2.19: “Any material relationship with the company.” However, if the company provides explicit disclosure that the director is not receiving additional compensation exceeding $10,000 per year for serving in that capacity, then the director will be classified as an Independent Director.

² “Affiliate” includes a subsidiary, sibling company, or parent company. 50 percent control ownership is used by the parent company as the standard for applying its affiliate designation. The manager/advisor of an externally managed issuer (EMI) is considered an affiliate.

³ Includes any former CEO of the company prior to the company’s initial public offering (IPO).

⁴ When there is a former CEO of a special purpose acquisition company (SPAC) serving on the board of an acquired company, DWS will generally classify such directors as independent unless determined otherwise taking into account the following factors: the applicable listing standards determination of such director’s independence; any operating ties to the firm; and the existence of any other conflicting relationships or related party transactions.

⁵ ISS will look at the terms of the interim officer’s employment contract to determine if it contains severance pay, long-term health and pension benefits, or other such standard provisions typically contained in contracts of permanent, non-temporary CEOs. DWS will also consider if a formal search process was under way for a full-time officer at the time.

⁶ “Immediate family member” follows the SEC’s definition of such and covers spouses, parents, children, stepparents, step-children, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company.

⁷ Professional services can be characterized as advisory in nature, generally involve access to sensitive company information or to strategic decision-making, and typically have a commission- or fee-based payment structure. Professional services generally include but are not limited to the following: investment banking/financial advisory services, commercial banking (beyond deposit services), investment services, insurance services, accounting/audit services, consulting services, marketing services, legal services, property management services, realtor services, lobbying services, executive search services, and IT consulting services. The following would generally be considered transactional relationships and not professional services: deposit services, IT tech support services, educational services, and construction services. The case of participation in a banking syndicate by a non-lead bank should be considered a transactional (and hence subject to the associated materiality test) rather than a professional relationship. “Of Counsel” relationships are only considered immaterial if the individual does not receive any form of compensation (in excess of $10,000 per year) from, or is a retired partner of, the firm providing the professional service. The case of a company providing a professional service to one of its directors or to an entity with which one of its directors is affiliated, will be considered a transactional rather than a professional relationship. Insurance services and marketing services are assumed to be professional services unless the company explains why such services are not advisory.

⁸ A material transactional relationship, including grants to non-profit organizations, exists if the company makes annual payments to, or receives annual payments from, another entity, exceeding the greater of: $200,000 or 5 percent of the recipient’s gross revenues, for a company that follows NASDAQ listing standards; or the greater of $1,000,000 or 2 percent of the recipient’s gross revenues, for a company that follows NYSE listing standards. For a company that follows neither of the preceding standards, DWS will apply the NASDAQ-based materiality test. (The recipient is the party receiving the financial proceeds from the transaction).

⁹ Dissident directors who are parties to a voting agreement pursuant to a settlement or similar arrangement may be classified as Independent Directors if an analysis of the following factors indicates that the voting agreement does not compromise their alignment with all shareholders’ interests: the terms of the agreement; the duration of the standstill provision in the agreement; the limitations and requirements of actions that are agreed upon; if the dissident director nominee(s) is subject to the standstill; and if there any conflicting relationships or related party transactions.

¹⁰ Interlocks include: executive officers serving as directors on each other’s compensation or similar committees (or, in the absence of such a committee, on the board); or executive officers sitting on each other’s boards and at least one serves on the other’s compensation or similar committees (or, in the absence of such a committee, on the board).

¹¹ The operating involvement of the founder with the company will be considered; if the founder was never employed by the company, DWS may deem him or her an Independent Director.

¹² For purposes of DWS’s director independence classification, “material” will be defined as a standard of relationship (financial, personal or otherwise) that a reasonable person might conclude could potentially influence one’s objectivity in the boardroom in a manner that would have a meaningful impact on an individual's ability to satisfy requisite fiduciary standards on behalf of shareholders.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

Portfolio Manager Disclosure:

The following individual handles the day-to-day management of the Fund.

Sebastian Kahlfeld, Senior Portfolio Manager Equity, Portfolio Manager of the Fund.

· Joined DWS in 2005 and the Fund in 2011.

· Prior to that; served as a Sales Assistant HVB Private Banking and at HypoVereinsbank.

· BA from Birmingham City University and a Master’s Degree in Business Administration (“Diplom-Kaufmann”) from Ostfalia University of Applied Sciences; completed Bank Training Program (“Bankkaufmann”) at HypoVereinsbank.

Compensation of Portfolio Managers

The Advisor and its affiliates are part of DWS. The brand DWS represents DWS Group GmbH & Co. KGaA (“DWS Group”) and any of its subsidiaries such as DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services. DWS seeks to offer its investment professionals competitive short-term and long-term compensation based on continuous, above average, fund performance relative to the market. This includes measurement of short and long-term performance against industry and portfolio benchmarks. As employees of DWS, portfolio managers are paid on a total compensation basis, which includes Fixed Pay (base salary) and Variable Compensation, as set forth below. The compensation information below is provided as of the Fund’s most recent annual report dated October 31, 2024.

· Fixed Pay (FP) is the key and primary element of compensation for the majority of DWS employees and reflects the value of the individual’s role and function within the organization.  It rewards factors that an employee brings to the organization such as skills and experience, while reflecting regional and divisional (i.e. DWS) specifics. FP levels play a significant role in ensuring competitiveness of the Advisor and its affiliates in the labor market, thus benchmarking provides a valuable input when determining FP levels.

· Variable Compensation (VC) is a discretionary compensation element that enables DWS Group to provide additional reward to employees for their performance and behaviors, while reflecting DWS Group’s affordability and financial situation. VC aims to:

o Recognize that every employee contributes to the DWS’s success through the franchise component of Variable Compensation (Franchise Component), and

o Reflect individual performance, investment performance, behaviours and culture through discretionary individual VC (Individual Component).

Employee seniority as well as divisional and regional specifics determine which VC elements are applicable for a given employee and the conditions under which they apply.  Both Franchise and Individual Components may be awarded in shares or other share-based instruments and other deferral arrangements.

· VC can be delivered via cash, restricted equity awards, and/or restricted incentive awards or restricted compensation. Restricted compensation may include:

o notional fund investments

o restricted equity, notional equity,

o restricted cash,

o or such other form as DWS may decide in its sole discretion

· VC comprises a greater proportion of total compensation as an employee’s seniority and total compensation level increase. Proportion of VC delivered via a long-term incentive award, which is subject to performance conditions and forfeiture provisions, will increase significantly as the amount of the VC increases. 

· Additional forfeiture and claw back provisions, including complete forfeiture and claw back of VC may apply in certain events if an employee is designated a Material Risk Taker.

· For key investment professionals, in particular, a portion of any long-term incentives will be in the form of notional investments aligned, where possible, to the funds they manage.

In general, each of the Advisor and its advisory affiliates seek to offer their investment professionals competitive short-term and long-term compensation based on continuous, above average, fund performance relative to the market. This includes measurement of short and long-term performance against industry and portfolio benchmarks. To evaluate their investment professionals in light of and consistent with the compensation principles set forth above, the Advisor and its affiliates review investment performance for all accounts managed in relation to the appropriate Morningstar peer group universe with respect to a fund, iMoneyNet peer group with respect to a money market fund or relevant benchmark index(es) set forth in the governing documents with respect to each other account type.  The ultimate goal of this process is to evaluate the degree to which investment professionals deliver investment performance that meets or exceeds their clients’ risk and return objectives. When determining total compensation, the Advisor and its affiliates consider a number of quantitative, qualitative and other factors:

- Quantitative measures (e.g. one-, three- and five-year pre-tax returns versus the appropriate Morningstar peer group universe for a fund, or versus the appropriate iMoneyNet peer group for a money market fund or relevant benchmark index(es) set forth in the governing documents with respect to each other account type, taking risk targets into account) are utilized to measure performance.

- Qualitative measures (e.g. adherence to, as well as contributions to, the enhancement of the investment process) are included in the performance review.

- Other factors (e.g. non-investment related performance, teamwork, adherence to compliance rules, risk management and "living the values" of the Advisor and its affiliates) are included as part of a discretionary component of the review process, giving management the ability to consider additional markers of performance on a subjective basis.

- Furthermore, it is important to note that DWS Group functions within a controlled environment based upon the risk limits established by DWS Group’s Risk division, in conjunction with DWS Group management. Because risk consideration is inherent in all business activities, performance assessment factors in an employee’s ability to assess and manage risk.

Fund Ownership of Portfolio Managers

The following table shows the dollar range of Fund shares owned beneficially and of record by each member of the Fund’s portfolio management team as well as in all US registered Funds advised by DWS International GmbH as a group (the “Family of Funds”), including investments by their immediate family members sharing the same household and amounts invested through retirement and deferred compensation plans. This information is provided as of the Fund’s most recent annual report dated October 31, 2024.

Name of Portfolio Manager	Dollar Range of Fund Shares Owned	Dollar Range of All in the Family of Funds Shares Owned
Sebastian Kahlfeld	-	-

Conflicts of Interest

In addition to managing the assets of the Fund, the Fund’s portfolio managers may have responsibility for managing other client accounts of the Advisor or its affiliates. The tables below show, for each portfolio manager, the number and asset size of (1) SEC registered investment companies (or series thereof) other than the Fund, (2) pooled investment vehicles that are not registered investment companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by each portfolio manager. Total assets attributed to each portfolio manager in the tables below include total assets of each account managed by them, although the manager may only manage a portion of such account’s assets. For Funds subadvised by subadvisors unaffiliated with DWS International GmbH, total assets of Funds managed may only include assets allocated to the portfolio manager and not the total assets of each Fund managed. The tables also show the number of performance-based fee accounts, as well as the total assets of the accounts for which the advisory fee is based on the performance of the account. This information is provided as of the Fund’s most recent annual report dated October 31, 2024.

Other SEC Registered Investment Companies Managed:

Name of Portfolio Manager	Number of  Registered Investment Companies	Total Assets of Registered Investment Companies	Number of Investment Company Accounts with Performance Based Fee	Total Assets of Performance- Based Fee Accounts
Sebastian Kahlfeld	1	$65,325,166	-	-

Other Pooled Investment Vehicles Managed:

Name of Portfolio Manager	Number of Pooled Investment Vehicles	Total Assets of Pooled Investment Vehicles	Number of Pooled Investment Vehicle Accounts with Performance-Based Fee	Total Assets of Performance- Based Fee Accounts
Sebastian Kahlfeld	7	$464,350,556	-	-

Other Accounts Managed:

Name of Portfolio Manager	Number of Other Accounts	Total Assets of Other Accounts	Number of Other Accounts with Performance- Based Fee	Total Assets of Performance- Based Fee Accounts
Sebastian Kahlfeld	-	-	-	-

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

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account, including the following:

· Certain investments may be appropriate for the Fund and also for other clients advised by the Advisor and their affiliates, including other client accounts managed by the Fund’s portfolio management team. Investment decisions for the Fund and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment and the size of their investments generally. A particular security may be bought or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, because clients of the Advisor and their affiliates may have differing investment strategies, a particular security may be bought for one or more clients when one or more other clients are selling the security. The investment results achieved for the Fund may differ from the results achieved for other clients of the Advisor and their affiliates. In addition, purchases or sales of the same security may be made for two or more clients on the same day. In such event, such transactions will be allocated among the clients in a manner believed by the Advisor and their affiliates to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the Advisor and their affiliates in the interest of achieving the most favorable net results to the Fund and the other clients.

· To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide time and attention among relevant accounts. The Advisor and their affiliates attempt to minimize these conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts.

· In some cases, an apparent conflict may arise where the Advisor has an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. The Advisor and its affiliates will not determine allocations based on whether it receives a performance-based fee from the client. Additionally, the Advisor has in place supervisory oversight processes to periodically monitor performance deviations for accounts with like strategies.

· The Advisor and its affiliates and the investment team of each Fund may manage other mutual funds and separate accounts on a long only or a long-short basis. The simultaneous management of long and short portfolios creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value of the long positions (and vice versa), the risk arising from sequential orders in long and short positions, and the risks associated with receiving opposing orders at the same time. The Advisor has adopted procedures that it believes are reasonably designed to mitigate these and other potential conflicts of interest. Included in these procedures are specific guidelines developed to provide fair and equitable treatment for all clients whose accounts are managed by each Fund’s portfolio management team. The Advisor and the portfolio management team have established monitoring procedures, a protocol for supervisory reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity are properly addressed.

The Advisor is owned by the DWS Group, a multinational global financial services firm that is a majority owned subsidiary of Deutsche Bank AG. Therefore, the Advisor is affiliated with a variety of entities that provide, and/or engage in commercial banking, insurance, brokerage, investment banking, financial advisory, broker-dealer activities (including sales and trading), hedge funds, real estate and private equity investing, in addition to the provision of investment management services to institutional and individual investors. Since Deutsche Bank AG, its affiliates, directors, officers and employees (the “Firm”) are engaged in businesses and have interests in addition to managing asset management accounts, such wide ranging activities involve real, potential or apparent conflicts of interest. These interests and activities include potential advisory, transactional and financial activities and other interests in securities and companies that may be directly or indirectly purchased or sold by the Firm for its clients’ advisory accounts. The Advisor may take investment positions in securities in which other clients or related persons within the Firm have different investment positions. There may be instances in which the Advisor and its affiliates are purchasing or selling for their client accounts, or pursuing an outcome in the context of a workout or restructuring with respect to, securities in which the Firm is undertaking the same or differing strategy in other businesses or other client accounts. These are considerations of which advisory clients should be aware and which will cause conflicts that could be to the disadvantage of the Advisor and its affiliate’s advisory clients, including the Fund. The Advisor has instituted business and compliance policies, procedures and disclosures that are designed to identify, monitor and mitigate conflicts of interest and, as appropriate, to report them to a Fund’s Board.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
November 1 through November 30	0	n/a	0	630,039
December 1 through December 31	0	n/a	0	630,039
January 1 through January 31	0	n/a	0	630,039
February 1 through February 28	0	n/a	0	630,039
March 1 through March 31	0	n/a	0	630,039
April 1 through April 30	0	n/a	0	630,039
May 1 through May 31	0	n/a	0	630,039
June 1 through June 30	0	n/a	0	630,039
July 1 through July 31	0	n/a	0	630,039
August 1 through August 31	0	n/a	0	n/a
September 1 through September 30	0	n/a	0	n/a
October 1 through October 31	0	n/a	0	n/a
Total	0	n/a	0	n/a
On July 28, 2023, the Fund announced that the Board of Directors approved an extension of the current repurchase authorization permitting the Fund to repurchase up to 630,039 shares during the period from August 1, 2023 through July 31, 2024. The Fund did not repurchase shares between August 1, 2023 and July 31, 2024.
On July 25, 2024, the Fund announced that the Board of Directors approved an extension of the current repurchase authorization permitting the Fund to continue to purchase outstanding shares of its common stock in open-market transactions over the twelve-month period from August 1, 2024 through July 31, 2025. Repurchases will be made when the Fund’s shares trade at a discount to net asset value and such purchases are deemed to be in the best interests of the Fund. The Fund did not repurchase shares between August 1, 2024 and October 31, 2024.

Item 15.	Submission of Matters to a Vote of Security Holders.
	There were no material changes to the procedures by which stockholders may recommend nominees to the Fund’s Board. The Nominating and Governance Committee will consider nominee candidates properly submitted by stockholders in accordance with applicable law, the Fund's Articles of Incorporation or By-laws, resolutions of the Board and the qualifications and procedures set forth in the Nominating and Governance Committee Charter and this proxy statement. The Nominating and Governance Committee's Charter requires that a stockholder or group of stockholders seeking to submit a nominee candidate (i) must have beneficially owned at least 5% of the Fund's common stock for at least two years, (ii) may submit only one nominee candidate for any particular meeting of stockholders, and (iii) may submit a nominee candidate for only an annual meeting or other meeting of stockholders at which directors will be elected. The stockholder or group of stockholders must provide notice of the proposed nominee pursuant to the requirements found in the Fund's By-laws. Generally, this notice must be received not less than 90 days nor more than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year's annual meeting. Such notice shall include the specific information required by the Fund's By-laws. The Nominating and Governance Committee will evaluate nominee candidates properly submitted by stockholders on the same basis as it considers and evaluates candidates recommended by other sources.
Item 16.	Controls and Procedures.
	(a)	The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
	(b)	There have been no changes in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.
Item 17.	Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Securities Lending Activities

During The Central and Eastern Europe Fund, Inc. most recent fiscal year ending October 31, 2024, Fidelity Agency Lending (“FAL”), a business unit within National Financial Services LLC, served as the fund’s securities lending agent from November 1, 2023 through October 31, 2024.

As a securities lending agent, FAL is responsible, as the case may be, for the implementation and administration of the fund’s securities lending program. Pursuant to its respective Securities Lending Agency Agreement (“Securities Lending Agreement”) with the fund, FAL, as a general matter, performs various services, including the following:

· lend available securities to institutions that are approved borrowers

· determine whether a loan shall be made and negotiate and establish the terms and conditions of the loan with the borrower

· ensure that all dividends and other distributions paid with respect to loaned securities are credited to the fund’s relevant account

· receive and hold, on the fund’s behalf, or transfer to a fund account, upon instruction by the fund, collateral from borrowers to secure obligations of borrowers with respect to any loan of available securities

· mark-to-market the market value of loaned securities relative to the market value of the collateral each business day

· obtain additional collateral, as needed, in order to maintain the value of the collateral relative to the market value of the loaned securities at the levels required by the Securities Lending Agreement

· at the termination of a loan, return the collateral to the borrower upon the return of the loaned securities

· in accordance with the terms of the Securities Lending Agreement, invest cash collateral in permitted investments, including investments managed by the fund’s investment adviser

· maintain records relating to the fund’s securities lending activity and provide to the fund a monthly statement describing, among other things, the loans made during the period, the income derived from the loans (or losses incurred) and the amounts of any fees or payments paid with respect to each loan

FAL was compensated for the above-described services from their respective securities lending revenue split. The tables below show the income each fund earned and the fees and compensation it paid to service providers in connection with its securities lending activities during its most recent fiscal year.

The Central and Eastern Europe Fund, Inc.

Securities Lending Activities - Income and Fees for Fiscal Year 2024

Gross income from securities lending activities (including income from cash collateral reinvestment)	$77,270
Fees and/or compensation for securities lending activities and related services
Fees paid to securities lending agent from a revenue split	$2,186
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split	$1,813
Administrative fees not included in revenue split	$0
Indemnification fee not included in revenue split	$0
Rebate (paid to borrower)	$51,249
Other fees not included in revenue split	$0
Aggregate fees/compensation for securities lending activities and related services	$55,248
Net income from securities lending activities	$22,022

Item 18.	Recovery of Erroneously Awarded Compensation.
		Not applicable
Item 19.		Exhibits.
		(a)(1)	Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
		(a)(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
		(b)	Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:	The Central and Eastern Europe Fund, Inc.
By:	/s/Hepsen Uzcan Hepsen Uzcan Principal Executive
Date:	12/30/2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/Hepsen Uzcan Hepsen Uzcan Principal Executive
Date:	12/30/2024
By:	/s/Diane Kenneally Diane Kenneally Principal Financial Executive
Date:	12/30/2024