DWS Investment Management Americas Inc

Item 5 / Fees and Compensation
Fee Schedules, Account Minimums and Payment Arrangements

DIMA’s general policy is to assess client fees according to the current fee schedule of the investment strategy in which they               are
invested. Actual fees, minimum fees and minimum account size               s vary depending on the circumstances of a particular client
(e.g., whether a client is an institutional client or an individual), additional or differing levels of servicing, or as othe     rwise agreed
with specific clients. Fees are negotiable, and DIMA may a           lso charge a lower fee depending on the entirety of the overall
relationship with a particular client, or for any other reason, in DIMA’s discretion.

— For fixed income strategies, the fees are generally in the range of        2.25 basis points – 59 basis points.

— For liquidity management strategies, the fees are generally in the range of          3 basis points – 40 basis points.

— For equities strategies, the fees are generally in the range of 1      0 basis points -100 basis points.

Fees are generally based on the combined market value of all securities and cash on the accounting date and are payable
quarterly or monthly either in advance or in arrears based on the quarter     - or month -end value, as applicable, and as also
dictated by th e client’s investment management agreement (IMA).        DIMA also enters into performance -based fee arrangements
with eligible clients.

Certain separately managed account clients may also be charged a flat fee for administrative and/or account services
performed by DIMA, in addition to any applicable management and performance fees. Such flat fee will vary by client and is
subject to negot iation.

For a mandate with multiple managed portfolios there is a per portfolio charge of up to $25,000 in addition to the fees quote               d.
This fee covers the additional administrative, operational, and reporting costs associated with multiple portfolios.

For certain model portfolio arrangements, DIMA will benefit by generating management fees and other fees and compensation
for DIMA and its affiliates when intermediary accounts and other persons utilize such model portfolios.

In the majority of cases, DIMA invoices     its clients for fees. However, there may be instances where DIMA de        ducts a fee without
invoicing the client . In these instances, DIMA may be deemed to have custody         . For example, with respect to its dual contract
retail SMA arrangements, DIMA may have limited authority to withdraw its advisory fee directly from a client’s account subjec              t
to various conditions. As a result, DIMA has policies and procedures in place to address this under         Rule 206(4) -2 of the Advisers
Act . For separately managed accounts, DIMA does not impose multiple advisory fees when an advisory client’s assets are
invested in DIMA Advised Funds. As a result, DIMA generally does not charge an account level advisory fee for assets of
separately managed acc ounts invested in DIMA Advised Funds. Separately managed accounts only pay such advisory fees
charged by the DIMA Advised Funds. Separately managed accounts will incur additional fees and expenses relating to third                 -
party services including, but not limi ted to, administration, custody, transfer agent, and other associated fees        . With respect to
the registered investment vehicles advised by DIMA that hold DIMA Advised Funds, please refer to the applicable prospectus,
semiannual report, or annual report that sets forth the applicable fees and expenses.

In addition, DIMA faces a conflict of interest when allocating client assets between DIMA Advised Funds and investment funds
managed by advisers who are not affiliated with DIMA (“Unaffiliated Funds”). DIMA has policies and procedures reasonably
designed t o appropriately identify and manage the conflicts of interest described above. For additional information regarding
the investments in DIMA Advised Funds, please see Item 11          Code of Ethics, Participation, or interest in Client Transactions. In

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Form ADV Part 2A
DWS Investment Management Americas, Inc.

addition to paying advisory fees, clients will pay brokerage commissions, mark        -ups, mark -downs, and/or other commission
equivalents related to transactions in their Advisory Accounts. See Item 12 for a discussion on Brokerage Practices.

The fees described herein do not include information about fees for advisory services DIMA provides through Retail SMAs. The
terms of each client’s Retail SMA are governed by the client’s agreement with the Program Sponsor and disclosure document
for each Retail SMA. Retail SMA clients are urged to refer to the appropriate disclosure document and client agreement for
more information about the Retail SMA and advisory services. Similarly, dual        -contract clients should refer to their agreement
with their Progr am Sponsor, as applicable, the disclosure document for the applicable program, and the client's agreement
with DIMA, which will vary depending on the strategy selected. See Item 4         – Advisory Business for additional information
regarding Retail SMAs.

Termination Arrangements

An advisory relationship with a client is generally terminable at will by either party. Certain agreements require a notice p        eriod
before the termination becomes effective and/or certain events to occur prior to the termination of the investment advisory
relationship. Furthermore, certain agreements        provide that DIMA cannot resign as investment adviser until a successor has
been appointed. In the event of termination, investment advisory fees are prorated to the date of termination and             any fees paid
...

Item 7 / Types of Clients
DIMA provides investment advice directly or indirectly to many client types including: banks, corporations, governments (U.S.
federal and state entities), international public authorities, foundations, endowments, financial institutions, insurance
companie s, non -governmental organizations (“NGO”), non -profit or not -for-profit organizations, individuals, trusts, qualified
institutional family offices, DIMA Advised Funds, including open        -end and closed -end funds, pension plans, including those
covered under th e Employee Retirement Income Security Act of 1974, as amended (“ERISA”), pooled investment vehicles, non                      -
U.S. funds and private investment funds, issuers of collateralized bond and loan obligations and other structured products in
the U.S. and abroad.

DIMA may impose a minimum dollar value of assets in order to open or maintain an account depending upon the type of
product and type of client. However, DIMA does consider the minimum annual fee an account is expected to generate when
determining whether t o open or maintain an account. DIMA takes into account the dollar value of assets expected to be
managed in an account, the expected length of the engagement, as well as the type of investment strategy to be employed, in
determining whether to open or main tain a separately managed account. Typically, clients are required to sign an Investment
Agreement that describes the investment management authority given to DIMA.

In the case of DIMA Advised Funds and other pooled vehicles, the minimum amount investors must invest in DIMA managed
funds is set forth in each fund’s prospectus or relevant offering document and varies from fund to fund depending on the
particular invest ment product.

In addition, DIMA may from time to time provide investment advice to individual retail investors through either a traditional
“single contract” wrap fee structure or through “dual contract” wrap accounts, each sponsored by unaffiliated investment
advisers, banks, or broker -dealers. DIMA may also manage separately managed account clients through a third             -party “manager
of managers” program, under which the third -party investment adviser hires or recommends DIMA to its own advisory clients.

With regard to transactions for clients that are subject to the ERISA,       DIMA may rely on various Prohibited Transaction
Exemptions (“PTEs”) available under ERISA, including with respect to certain of its affiliates, PTE 84         -14, which is only available
to qualified professional asset managers (the “QPAM Class Exemption”). Because of              Deutsche Bank Group’s past criminal
conviction in the LIBOR matter, which did not involve asset management activities, DIMA             , together with DWS Alternatives
Global Limited, RREEF America LLC,        and DWS Investments Australia Limited (collectively, the “DWS QP          AMs”), has been
required to seek an individual QPAM exemption to avoid disqualification from relying on the QPAM Class Exemption. In April
2024, the U.S. Department of Labor (“DOL”) extended the DWS QPAMs’ individual QPAM exemption (“PTE 2024                       -02”) . PTE
2024 -02 is now scheduled to expire on April 17, 2027, but may terminate earlier if, among other things, DIMA, its affiliates or
any owner, direct or indirect, of a five percent or more interest in DIMA, were to be convicted of crimes or were to engage               in
cond uct set forth in the QPAM Class Exemption in other matters. Under PTE 2024             -02, DIMA’s ERISA clients have a right, among
other rights, to obtain a copy of the summary of the written        policies developed in connection with the exemption.

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Form ADV Part 2A
DWS Investment Management Americas, Inc.