DWS MUNICIPAL INCOME TRUST

CHANGE OF ADDRESS

DEF 14A 1 d921137ddef14a.htm DWS MUNICIPAL INCOME TRUST DWS MUNICIPAL INCOME TRUST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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DWS MUNICIPAL INCOME TRUST

(Name of Registrant as Specified in Its Charter)

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DWS MUNICIPAL INCOME TRUST (“KTF”)

875 THIRD AVENUE

NEW YORK, NEW YORK 10022

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 19, 2025

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

To the shareholders of the Fund:

An annual meeting of shareholders of the Fund will be held on September 19, 2025 at 1:00 p.m. (Eastern time), at the offices of DWS Investment Management Americas, Inc., 100 Summer Street, Boston, Massachusetts 02110 (the “Meeting”), to consider the following proposal (the “Proposal”):

PROPOSAL:

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

(i)

one (1) Class II Board Member to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class; and

(ii)

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

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

Holders of record of shares of the Fund at the close of business on August 1, 2025 are entitled to vote at the Meeting and at any adjournment(s) or postponement(s) thereof.

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

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

This notice and the related proxy materials are being mailed to shareholders of the Fund on or about August 15, 2025. This proxy is being solicited on behalf of your Fund’s Board.

By Order of the Board

/s/ John Millette

John Millette

Secretary

August 11, 2025

We urge you to mark, sign, date and mail the enclosed proxy card in the postage-paid envelope provided or to record your voting instructions by telephone or via the Internet so that you will be represented at the Meeting. If you complete and sign the proxy card (or tell us how you want to vote by voting by telephone or via the Internet), we will vote it exactly as you tell us. If you simply sign the proxy card, we will vote it in accordance with the Board’s recommendation on the Proposal. Your prompt return of the enclosed proxy card (or your voting by telephone or via the Internet) may prevent the necessity and expense of further solicitations. If you have any questions, please call Georgeson LLC, the Fund’s proxy solicitor, at the special toll-free number we have set up for you (1-866-417-3382), or contact your financial advisor.

INSTRUCTIONS FOR SIGNING PROXY CARDS

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

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

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

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


Registration		Valid Signature
Corporate Accounts
(1) ABC Corp		ABC Corp John Doe, Treasurer

(2) ABC Corp.		John Doe, Treasurer

(3) ABC Corp. c/o John Doe, Treasurer		John Doe

(4) ABC Corp. Profit Sharing Plan		John Doe, Trustee

Partnership Accounts

(1) The XYZ Partnership		Jane B. Smith, Partner

(2) Smith and Jones, Limited Partnership		Jane B. Smith, General Partner

Trust Accounts

(1) ABC Trust Account		Jane B. Doe, Trustee

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

Custodial or Estate Accounts

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

GMA/UTMA

(2) Estate of John B. Smith		John B. Smith, Jr., Executor

DWS MUNICIPAL INCOME TRUST (“KTF”)

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

August 11, 2025

GENERAL

This proxy statement (the “Proxy Statement”) is being furnished in connection with the solicitation of proxies by the Board of KTF (the “Fund”), for use at the annual meeting of shareholders of the Fund to be held at the offices of DWS Investment Management Americas, Inc. (“DIMA” or the “Advisor”), 100 Summer Street, Boston, Massachusetts 02110 on September 19, 2025 at 1:00 p.m. (Eastern time), and at any adjournment(s) or postponement(s) thereof (the “Meeting”). The principal executive address of the Fund is 875 Third Avenue, New York, New York 10022.

This Proxy Statement, along with the enclosed Notice of Annual Meeting of Shareholders and the accompanying proxy card (the “Proxy Card”), are first being mailed to shareholders on or about August 15, 2025. The Proxy Statement explains what you should know before voting on the proposal described herein. Please read it carefully and keep it for future reference.

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

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

PROPOSAL: To elect Board Members to the Board of Trustees of the Fund as outlined below:

(i)

one (1) Class II Board Member to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class; and

(ii)

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

THE BOARD OF THE FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH

BOARD MEMBER NOMINEE.

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

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

The most recent Annual Report of the Fund, containing audited financial statements (the “Annual Report”), previously has been made available to the Fund’s shareholders. An additional copy of the Annual Report and the most recent Semi-Annual Report (the “Semi-Annual Report”) succeeding the Annual Report, if any, will be furnished without charge upon request by writing to your Fund at 875 Third Avenue, New York, New York 10022, or by calling 800-349-4281. Annual Reports and Semi-Annual Reports are available on the DWS website at www.dws.com and on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov.

PROPOSAL

ELECTION OF BOARD MEMBERS

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

At the Meeting, the holders of the preferred shares of beneficial interest (“Preferred Shareholders”), voting as a separate class, are entitled to elect two (2) Board Members, and the holders of the common shares of beneficial interest (“Common Shareholders”) and the Preferred Shareholders, voting together as a single class, are entitled to elect one (1) Board Member (as described below).

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

At the Meeting, one (1) Class II Board Member is to be elected by the Fund’s Common Shareholders and Preferred Shareholders, voting together as a single class, to hold office until the annual meeting of shareholders in 2028, or until the termination of the Fund as described below has been completed, and until such Board Member’s successor is duly elected and qualifies or until such Board Member sooner dies, resigns, retires or is removed; and two (2) Board Members are to be elected by the Fund’s Preferred Shareholders only, voting as a separate class (the “Preferred Board Members”), each to hold office until the annual meeting of shareholders in 2026, or until the termination of the Fund as described below has been completed, and until such Preferred Board Member’s successor has been duly elected and qualifies or until such Preferred Board Member sooner dies, resigns, retires or is removed. As previously announced, the Board has approved the termination of KTF, pursuant to which the Fund will make a liquidating distribution to shareholders no later than November 30, 2026. Class II and Preferred Board Members elected to the Board at the Meeting will serve until the termination of the Fund. In the event the termination of the Fund does not occur, Class II and Preferred Board Members elected to the Board would serve until the annual meetings of shareholders in 2028 and 2026, respectively. The Class II Board Member nominee standing for election at the Meeting is Ms. Catherine Schrand. The Preferred Board Member nominees standing for election at the Meeting are Mr. Keith R. Fox and Mr. Chad D. Perry.

The individuals nominated for election as Board Members of the Fund at the Meeting (collectively, the “Board Member Nominees”) were nominated by the Fund’s Board upon the recommendation of the Board’s Nominating and Governance Committee. The Board Member Nominees currently serve as Board Members of the Fund, and currently serve as Board Members of other DWS funds advised by DIMA.

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

Information Concerning the Board Member Nominees and Board Members

Information is provided below as of August 1, 2025 for the Board Member Nominees and the continuing Board Members for the Fund’s Board. All of the Board Member Nominees and continuing Board Members are non-interested Board Members, pursuant to the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Board Members”). See page 7-8 for further discussion of the qualifications of the Board Member Nominees and the continuing Board Members.

Board Member Nominees/Board Members:


Name and Year of Birth	Position(s) with the DWS Funds	Term of Office and Length of Time Served⁽¹⁾	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Board Member	Other Directorships Held by Board Member During the Past Five Years

Catherine Schrand (1964)	Board Member	Term: Class II Board Member until 2025 annual shareholder meeting for the Fund Length of Service: Since 2021	Celia Z. Moh Professor of Accounting (2016-present) and Professor of Accounting (1994-present), The Wharton School, University of Pennsylvania; and Member of the Financial Economists Roundtable (2014-present) (Steering Committee Member since 2022 and Executive Committee Member 2024-present). Directorships: Advisory Board Member, the Jacobs Levy Center, The Wharton School, University of Pennsylvania (since 2023); Formerly: Vice Dean, Wharton Doctoral Programs, The Wharton School, University of Pennsylvania (2016-2019)	66	None

Keith R. Fox, CFA (1954)	Chairperson of the Board and Board Member	Term: Preferred Board Member until 2025 annual shareholder meeting Length of Service: Chairperson, Since 2017; Board Member, Since 1996	Former Managing General Partner, Exeter Capital Partners (a series of private investment funds) (1986-2023); former Chairman, National Association of Small Business Investment Companies. Former Directorships: ICI Mutual Insurance Company; BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds); and Progressive International Corporation (kitchen goods designer and distributor)	66	None

Chad D. Perry (1972)	Board Member	Term: Preferred Board Member until 2025 annual shareholder meeting Length of Service: Since 2021	Private Investor; Formerly: Executive Vice President and General Counsel and Secretary, RLJ Lodging Trust⁽²⁾ (2023-2025); Executive Vice President, General Counsel and Secretary, Tanger Factory Outlet Centers, Inc.⁽²⁾ (2011-2023); Executive Vice President and Deputy General Counsel, LPL Financial Holdings Inc.⁽²⁾ (2006-2011); Senior Corporate Counsel, EMC Corporation (2005-2006); Associate, Ropes & Gray LLP (1997-2005)	66	Director, Great Elm Capital Corp. (business development company) (since 2022)


Name and Year of Birth	Position(s) with the DWS Funds	Term of Office and Length of Time Served⁽¹⁾	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Board Member	Other Directorships Held by Board Member During the Past Five Years

Jennifer Conrad (1959)	Board Member	Term: Class I Board Member until 2027 annual shareholder meeting Length of Service: Since 2024	Emerita Professor of Finance, Kenan-Flagler Business School, University of North Carolina at Chapel Hill (Since 2025); Formerly, Dalton McMichael, Sr., Distinguished Professor of Finance (2003-2025) and Interim Dean (2022-2023), Kenan-Flagler Business School, University of North Carolina at Chapel Hill; and Director of the Four Corners Center for Research on Index Investments (2021-2023).	66	None

Mary Schmid Daugherty, NACD.DC, PHD, CFA (1958)	Board Member	Term: Class I Board Member until 2027 annual shareholder meeting Length of Service: Since 2023	Senior Fellow in Applied Finance, Department of Finance, Opus College of Business at the University of St. Thomas (1987-present); Directorships: The Meritex Company (real estate investment and management company) (2017-present); The Hardenbergh Foundation (2021-present) and Warners’ Stellian (appliance company) (2024-present); Former Directorships: Driessen Water, Inc. (2016-2023); Mairs & Power Funds Trust (mutual funds) (2010-2022); and Crescent Electric Supply Company (2010-2019)	66	None

Rebecca W. Rimel (1951)	Board Member	Term: Class III Board Member until 2026 annual shareholder meeting Length of Service: Since 1995	Directorships: Washington College (since July 2023); Formerly: President, Chief Executive Officer and Director (1994-2020) and Senior Advisor (2020-2021), The Pew Charitable Trusts (charitable organization); Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983-2004); Board Member, Investor Education (charitable organization) (2004-2005); Former Directorships: Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001-2007); Director, Viasys Health Care⁽²⁾ (January 2007-June 2007); Trustee, Thomas Jefferson Foundation (charitable	66	Director, The Bridgespan Group (nonprofit organization) (Since October 2020)

Name and
Year of Birth

Position(s)
with the

DWS
Funds

Term of
Office and Length of
Time Served⁽¹⁾

Principal Occupation(s)
During Past 5 Years

Number of
Portfolios
in Fund
Complex
Overseen
by Board
Member

Other
Directorships
Held by
Board
Member
During the
Past Five
Years

organization) (1994- 2012); Director, BioTelemetry, Inc.⁽²⁾ (acquired by Royal Philips in 2021) (health care) (2009-2021); Director, Becton Dickinson and Company⁽²⁾ (medical technology company) (2012-2022)

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

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

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

As reported to the Funds, Exhibit A to this Proxy Statement sets forth the dollar range of equity securities and number of shares beneficially owned by each Board Member Nominee and continuing Board Member in the Fund as of August 1, 2025. Exhibit A also sets forth the aggregate dollar range of equity securities beneficially owned by each Board Member Nominee and continuing Board Member in all DWS funds overseen by the Board Member as of August 1, 2025.

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

members of the Board. The Committee also considered, among other factors, the particular attributes described below with respect to the various individual Board Members:

Jennifer Conrad — Ms. Conrad’s experience as a professor of finance with expertise on a range of topics including investments, derivatives and corporate finance.

Mary Schmid Daugherty — Ms. Daugherty’s experience as a professor of finance and business consultant, and her experience as a corporate director of numerous organizations, including experience as a mutual fund director.

Keith R. Fox — Mr. Fox’s experience as the chairman and a director of various private operating companies and investment partnerships and his experience as a director and audit committee member of several public companies. In addition, he holds the Chartered Financial Analyst designation.

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

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

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

Officers

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

Compensation of Board Members and Officers

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

Fund officers who are officers, directors, employees or stockholders of DWS or its affiliates receive no direct compensation from the Fund, although they are compensated as employees of DWS, or its affiliates, and as a result may be deemed to participate in fees paid by the Funds.

Exhibit C to this Proxy Statement sets forth compensation paid to each current Independent Board Member by the Fund for its most recently completed fiscal year and to each current Independent Board Member by the DWS fund complex for the calendar year ended December 31, 2024.

Board Structure

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

The Fund’s Board meets multiple times during the year to review investment performance and other operational matters, including regulatory and compliance related policies and procedures. Furthermore, the Independent Board Members review the fees paid to the Advisor and its affiliates for investment advisory services and other services. The Board has adopted specific policies and guidelines that, among other things, seek to further enhance the effectiveness of the Independent Board Members in performing their duties. For example, the Independent Board Members select independent legal counsel to work with them in reviewing fees, advisory and other contracts and overseeing fund matters, and regularly meet privately with their counsel. An Independent Board Member, Mr. Fox, currently serves as Chairperson of the Board of the Fund.

During calendar year 2024, the Board of the Fund held five (5) regular meetings and one (1) special meeting. Each Board Member attended at least 75% of the respective meetings of the Board and the committees (if a member thereof) held while they were a Board Member during calendar year 2024.

The Board provides a process for shareholders to send communications to the Board. Correspondence should be sent by U.S. mail or courier service to Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600, who will forward it to a specific Board Member if addressed to that Board Member.

Taking into account the number, diversity and complexity of the funds overseen by the Board Members and the aggregate amount of assets under management in the DWS funds, the Board has determined that the efficient conduct of its affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Board. These committees, which are described in more detail below, review and evaluate matters specified in their charters and take actions on those matters and/or make recommendations to the Board, as appropriate. Each committee may utilize the resources of the Fund’s counsel and auditors as well as other experts. The committees meet as often as necessary, either in conjunction with regular meetings of the Board or otherwise. The membership and chair of each committee are appointed by the Board upon recommendations of the Nominating and Governance Committee. The membership and chair of each committee consist exclusively of Independent Board Members.

The Board has determined that this committee structure also allows the Board to focus more effectively on the oversight of risk as part of its broader oversight of the Fund’s affairs. While risk management is the primary responsibility of the Fund’s investment advisor, the Board regularly receives reports regarding investment risks and compliance risks. The Board’s committee structure allows separate committees to focus on different aspects of these risks and their potential impact on some or all of the DWS funds and to discuss with the Fund’s investment advisor and administrator how it monitors and controls such risks.

The Board has established the following standing committees: Audit Committee, Nominating and Governance Committee and Operations Committee (each a “Committee”). The Board also has a Dividend Committee but it is currently inactive for the Fund. For each Committee, except the Dividend Committee, a written charter setting forth the Committee’s responsibilities was adopted by the Board. The function, membership and number of meetings held in calendar year 2024 for each Committee is discussed below.

Audit Committee. The Audit Committee, which consists entirely of Independent Board Members, assists the Board in fulfilling its responsibility for oversight of (1) the integrity of the financial statements, (2) the Fund’s accounting and financial reporting policies and procedures, (3) the Fund’s compliance with legal and regulatory requirements related to accounting and financial reporting, (4) valuation of Fund assets and securities, and (5) the qualifications, independence and performance of the independent registered public accounting firm for the Fund. The Audit Committee oversees the Fund’s valuation designee, who is responsible for valuing the Fund’s securities and other assets. The Audit Committee also approves and recommends to the Board the appointment, retention or termination of the

independent registered public accounting firm for the Fund, reviews the scope of audit and internal controls, considers and reports to the Board on matters relating to the Fund’s accounting and financial reporting practices, and performs such other tasks as the full Board deems necessary or appropriate. The Fund’s Audit Committee is governed by the Audit Committee Charter, which is available in the Documents section on the Fund’s website at

https://fundsus.dws.com/en-us/products/closed-end-funds/KTF-dws-municipal-income-trust/#downloads.

The Fund’s Audit Committee is comprised of only Independent Board Members who are “independent” as defined in the New York Stock Exchange (“NYSE”) listing standards applicable to closed-end funds. Pursuant to the charter of the Fund’s Audit Committee, no member of the Audit Committee shall serve on the audit committee of more than three public companies unless the Board determines that such simultaneous service would not impair the ability of the Audit Committee member to serve effectively on the Audit Committee. During the calendar year 2024, the Audit Committee of the Fund’s Board held six (6) meetings.

In January 2025, the Fund’s Audit Committee reviewed and discussed the Fund’s audited financial statements with management for the Fund’s fiscal year ended 2024. The Fund’s Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301 (Communications With Audit Committees). The Fund’s independent registered public accounting firm provided the Fund’s Audit Committee the written disclosure required by Public Company Accounting Oversight Board (“PCAOB”) Rule 3526 (Communications with Audit Committees Concerning Independence), and the Fund’s Audit Committee discussed with representatives of the independent registered public accounting firm their firm’s independence. Based on its review of the Fund’s financial statements and discussions with management and the independent registered public accounting firm and other written disclosure provided by the independent registered public accounting firm, the Fund’s Audit Committee recommended to its Fund’s Board that the audited financial statements be included in the annual report provided to shareholders for the Fund’s fiscal year ended 2024. The current members of the Fund’s Audit Committee are:

Catherine Schrand (Chair)

Jennifer S. Conrad (Vice Chair)

Keith R. Fox

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

Members, recommends individuals for membership on the Board, nominates officers, Board and committee chairs, vice chairs and committee members, and oversees the operations of the Board. The Nominating and Governance Committee has not established specific, minimum qualifications that must be met by an individual to be considered by the Nominating and Governance Committee for nomination as a Board Member. The Nominating and Governance Committee may take into account a wide variety of factors in considering Board Member candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities to the Board, (ii) relevant industry and related experience, (iii) educational background, (iv) financial expertise, (v) an assessment of the candidate’s ability, judgment and expertise, and (vi) the current composition of the Board. The Fund’s Nominating and Governance Committee generally believes that the Board benefits from diversity of background, experience and views among its members, and considers this as a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard. The Nominating and Governance Committee reviews recommendations by shareholders for candidates for Board positions on the same basis as candidates recommended by other sources. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199-3600. The Fund’s Nominating and Governance Committee is governed by the Nominating and Governance Committee Charter, which is available in the Documents section on the Fund’s website at

https://fundsus.dws.com/en-us/products/closed-end-funds/KTF-dws-municipal-income-trust/#downloads.

The Fund’s Nominating and Governance Committee is comprised of only Independent Board Members who are “independent” as defined in the NYSE listing standards applicable to closed-end funds. The current members of the Fund’s Nominating and Governance Committee are Rebecca W. Rimel (Chair), Chad D. Perry (Vice Chair) and Keith R. Fox. During the calendar year 2024, the Nominating and Governance Committee of the Fund’s Board held five (5) regular meetings.

Operations Committee. The Operations Committee, which consists entirely of Independent Board Members, reviews the administrative operations and general compliance matters of the Fund. The Operations Committee reviews administrative matters related to the operations of a Fund, policies and procedures relating to portfolio transactions, custody arrangements, fidelity bond and insurance arrangements and such other tasks as the full Board deems necessary or appropriate. The current

members of the Fund’s Operations Committee are Chad D. Perry (Chair), Mary S. Daugherty (Vice Chair) and Rebecca W. Rimel. During the calendar year 2024, the Operations Committee of the Fund’s Board held five (5) regular meetings.

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

Required Vote

For the Fund, a plurality of shares entitled to vote on the matter shall elect a Board Member Nominee.

Recommendation of the Board

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

The following table shows the amount of fees that EY billed to (i) the Fund during the Fund’s last two fiscal years; and (ii) DIMA and any entity controlling, controlled by, or under common control with DIMA (collectively, the “DIMA Entities”) that provides ongoing services to the Fund, for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two fiscal years. The Fund’s 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 Accountant Billed to the Fund and DIMA Entities


	Audit Fees Billed to		Audit Related Fees Billed to⁽²⁾				Tax Fees Billed to				All Other Fees Billed to⁽⁵⁾
Fiscal Year Ended November 30,	Fund⁽¹⁾		Fund		DIMA Entities		Fund⁽³⁾		DIMA Entities⁽⁴⁾		Fund		DIMA Entities
2024	$	54,731	$	0	$	0	$	7,629	$	628,206	$	0	$	0
2023	$	53,136	$	0	$	0	$	7,629	$	539,907	$	0	$	0

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

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

(3)	“Tax Fees” for the Fund were billed for professional services rendered for tax preparation.

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

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

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 Fund’s Audit Committee pre-approved all non-audit services that EY provided to the DIMA Entities that related directly to the Fund’s operations and financial reporting. The Fund’s 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 DIMA Entities. The Fund’s Audit Committee considered this information in evaluating EY’s independence. The non-audit fees billed to DIMA Entities for the 2024 fiscal year reflect timing differences regarding the rendering of statements for services performed.


Fiscal Year Ended November 30,	Total Non- Audit Fees Billed to Fund (A)		Total Non-Audit Fees Billed to DIMA Entities (engagements related directly to the operations and financial reporting of the Fund) (B)		Total Non-Audit Fees Billed to DIMA Entities (all other engagements) (C)		Total of (A), (B) and (C)
2024	$	7,629	$	628,206	$	0	$	635,835
2023	$	7,629	$	539,907	$	0	$	547,536

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

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

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

According to the Fund’s principal independent registered public accounting firm, substantially all of the principal independent registered public accounting firm’s hours spent on auditing the Fund’s financial 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 Fund’s Audit Committee, include a provision mandating the use of mediation and arbitration to resolve any controversy or claim between the parties arising out of or relating to the engagement letter or the services provided thereunder.

ADDITIONAL INFORMATION

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

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

Any meeting of shareholders may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. Adjournment will subject the Fund to additional expenses.

Each whole share is entitled to one vote and each fractional share is entitled to a proportionate fractional vote. A plurality of shares entitled to vote shall elect a Board Member Nominee. As noted previously, the Preferred Shareholders of the Fund, voting as a separate class for the Fund, are entitled to elect two (2) Board Members and the holders of the Common Shares and Preferred Shares of the Fund, voting together as a single class for the Fund, are entitled to elect one (1) Board Member. Abstentions and broker non-votes, if any, will have no effect on the Proposal.

Record Date and Method of Tabulation. Shareholders of record of the Fund at the close of business on August 1, 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting. As of the Record Date, shares of the Fund were issued and outstanding as follows:


	Shares Outstanding
• Common	•	39,172,837.98
• Preferred	•	3,800.00

Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Fund as tellers for the Meeting.

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


Fund Name and Class	Shareholder Name and Address	Amount of Shares Owned		Percentage of Class Owned
DWS Municipal Income Trust, Common Shares	Sit Investment Associates, Inc.⁽¹⁾ 80 South Eighth St., Suite 3300 Minneapolis, MN 55402-4130		9,442,267		24.1	%
DWS Municipal Income Trust, Common Shares	Karpus Investment Management⁽²⁾ 183 Sully’s Trail Pittsford, New York 14534		2,325,849		5.94	%
DWS Municipal Income Trust, Variable Rate MuniFund Term Preferred Shares, Series 2020-1	JPMorgan Chase Bank, National Association⁽³⁾ 1111 Polaris Parkway Columbus, OH 43240		3,800		100	%

⁽¹⁾	This information, including the number of shares owned (but not the percent), is based exclusively on information provided by such entity on Schedule 13D/A filed with the SEC on June 30, 2025.

⁽²⁾	This information, including the number of shares owned (but not the percent), is based exclusively on information provided by such entity on Schedule 13G filed with the SEC on November 13, 2024.

⁽³⁾	This information, including the number of shares owned (but not the percent), is based exclusively on information provided by such entity on Schedule 13G/A filed with the SEC on December 1, 2023.

Collectively the Board Members and executive officers of the Fund own less than 1% of the Fund’s outstanding shares as of August 1, 2025. As of August 1, 2025, the Independent Board Members and executive officers did not own any Preferred Shares of the Fund. The number of shares beneficially owned is determined under rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Proxy Costs and Solicitation of Proxies. The Fund will pay its costs of preparing, printing and mailing the enclosed Proxy Card and Proxy Statement and all other costs incurred in connection with the solicitation of proxies, including any additional solicitation made by letter or telephone. In addition to solicitations by mail, solicitations also may be made by telephone, through the Internet or in person by officers and representatives of the Fund, by officers and employees of DIMA

and by certain financial services firms and their representatives, who will receive no extra compensation for their services. Georgeson LLC has been engaged to assist in the solicitation of proxies for the Fund at an estimated cost of $13,295, plus reimbursement for out-of-pocket expenses. However, the exact cost will depend on the amount and types of services rendered. If shareholders record votes by telephone or through the Internet, the proxy solicitor will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions and to allow shareholders to confirm that their instructions have been recorded properly.

If a shareholder wishes to participate in the Meeting, but does not wish to give a proxy by telephone or via the Internet, the shareholder may still submit the Proxy Card(s) originally sent with this Proxy Statement or attend the Meeting in person. Should shareholders require additional information regarding the proxy or replacement Proxy Card(s) or for directions on how to attend the Meeting in person, they may call Georgeson LLC toll-free at 1-866-417-3382. Any proxy given by a shareholder is revocable until voted at the Meeting.

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

Persons holding shares as nominees will, upon request, be reimbursed for their reasonable expenses in soliciting instructions from their principals. The Fund will pay the costs of solicitation, including (a) the printing and mailing of this Proxy Statement and the accompanying materials, (b) the reimbursement of brokerage firms and others for their expenses in forwarding solicitation materials to the beneficial owners of the Fund’s shares, (c) payment to Georgeson LLC for its services in soliciting proxies and (d) supplementary solicitations to submit proxies.

One Proxy Statement may be delivered to two or more shareholders of the Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of the Proxy Statement, which will be delivered upon written or oral request, or for instructions as to how to request a single copy if multiple copies are received, shareholders should call 800-349-4281 or write to the Fund at 875 Third Avenue, New York, New York 10022.

Revocation of Proxies. Proxies, including proxies given by telephone or via the Internet, may be revoked at any time before they are voted either (i) by a written revocation received by the Secretary of the Fund at 100 Summer Street, Suite 800, Boston, MA 02110, (ii) by properly submitting a later-dated Proxy Card that is received by the Fund at or prior to the Meeting or (iii) by attending the Meeting and voting in

person. Merely attending the Meeting without voting, however, will not revoke a proxy previously given.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 30(h) of the 1940 Act and Section 16(a) of the Securities Exchange Act of 1934 require the Fund’s officers and Board Members, DIMA, affiliated persons of DIMA and persons who own more than ten percent of a registered class of the Fund’s equity securities to file forms reporting their affiliation with that Fund and reports of ownership and changes in ownership of the Fund’s shares with the SEC. These persons and entities are required by SEC regulation to furnish the Fund with copies of all Section 16(a) forms they file. Based solely upon its review of the copies of such forms received by it, and written representations from certain reporting persons that no year-end reports were required for those persons, the Fund believes that during the fiscal year ended November 30, 2024, all filings required by Section 16(a) were timely.

Investment Advisor and Administrator. DIMA, 875 Third Avenue, New York, New York 10022, serves as the Fund’s investment advisor and administrator. DIMA is an indirect, wholly-owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”). DWS Group is a publicly-listed financial services firm that is an indirect, majority-owned subsidiary of Deutsche Bank AG. The DWS brand represents the DWS Group and any of its subsidiaries such as DWS Distributors, Inc., which offers investment products, or DIMA and RREEF America L.L.C., which offer advisory services.

SUBMISSION OF SHAREHOLDER PROPOSALS

As previously announced, the Board approved the termination of the Fund, pursuant to which the Fund will make a liquidating distribution to shareholders no later than November 30, 2026. In light of the Board’s approval of the liquidation, the Fund does not expect to hold an annual meeting of shareholders in 2026. However, in the event that a 2026 annual meeting of shareholders is held for the Fund, the deadlines below would apply for submissions of shareholder proposals for the 2026 annual meeting of shareholders.

Shareholders wishing to submit proposals for inclusion in a proxy statement for a shareholders’ meeting held in 2026, if any, should send their written proposals to the Secretary of the applicable Fund at the following address: DWS Investment Management Americas, Inc., 100 Summer Street, Suite 800, Boston, MA 02110.

A shareholder wishing to submit a proposal for inclusion in the Fund’s proxy statement for the 2026 annual meeting of shareholders, if any, pursuant to Rule 14a-8 under the Securities Exchange Act of 1934

should send such written proposal along with all information required by the advanced notice provisions of the Amended and Restated By-Laws as described in the next paragraph to the Secretary of the Fund within a reasonable time before the solicitation of proxies for such meeting. The Fund will treat any such proposal received no later than April 17, 2026 as timely. The timely submission of a proposal, however, does not guarantee its inclusion.

The Fund has established advance notice requirements pursuant to its Amended and Restated By-Laws for the submission of shareholder proposals, including proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, to be considered by shareholders at an annual meeting, which do not apply to holders of Preferred Shares of the Fund to the extent set forth in the applicable By-Laws. Pursuant to the advance notice provisions of the Fund’s Amended and Restated By-Laws for nominations of individuals for election to the Board or other business to be properly brought before an annual meeting by a shareholder pursuant to the advance notice provisions, the shareholder must have given timely notice thereof in writing to the Secretary of the Fund and such other business must otherwise be a proper matter for action by the shareholders. To be timely, a shareholder’s notice shall set forth all information required pursuant to the advance notice requirements and shall be delivered to the Secretary at the principal executive office of the Fund not earlier than March 18, 2026 nor later than 5:00 p.m., Eastern Time, on April 17, 2026. However, in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the 120th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern time, on the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made. The Fund’s advance notice requirements are set forth in Exhibit D. The timely submission of a proposal, however, does not guarantee that it will be considered at the applicable annual meeting.

OTHER MATTERS TO COME BEFORE THE MEETING

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

IF YOU HAVE ANY QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE PROCEDURES TO BE FOLLOWED TO EXECUTE AND TO DELIVER A PROXY CARD, PLEASE CONTACT GEORGESON LLC AT 1-866-417-3382.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND TO SIGN THE ENCLOSED PROXY CARD AND TO RETURN IT IN THE ENCLOSED ENVELOPE, OR TO FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD FOR VOTING BY TELEPHONE OR THROUGH THE INTERNET.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 19, 2025:

The Notice of Meeting, Proxy Statement and Proxy Card(s) are available at www.proxy-direct.com/dws-34638

EXHIBIT A

BOARD MEMBER SHARE OWNERSHIP

As of August 1, 2025, the Board Members and the officers of the Fund as a whole owned less than 1% of the outstanding shares of the Fund.

The following tables show the dollar range of equity securities beneficially owned and the number of shares beneficially owned by each Board Member Nominee and continuing Board Member in the Fund as of August 1, 2025.

Dollar Range of Equity Securities Beneficially Owned


Fund Name	Jennifer Conrad⁽¹⁾		Mary Schmid Daugherty⁽²⁾		Keith R. Fox		Chad D. Perry		Rebecca W. Rimel		Catherine Schrand
DWS Municipal Income Trust	$	0		$0		$0		$0		$0		$0
Aggregate Dollar Range of Equity Securities Owned in All DWS Funds Overseen by Nominee/ Board Member	$	0	$ $	50,001- 100,000	$	Over 100,000	$	Over 100,000	$	Over 100,000	$	Over 100,000

Number of Shares Beneficially Owned


Fund Name	Jennifer Conrad⁽¹⁾		Mary Schmid Daugherty⁽²⁾		Keith R. Fox		Chad D. Perry		Rebecca W. Rimel		Catherine Schrand
DWS Municipal Income Trust		0		0		0		0		0		0

⁽¹⁾	Ms. Conrad was elected to the Board effective September 20, 2024.

⁽²⁾	Ms. Daugherty was appointed to the Board effective August 15, 2023.

A-1

EXHIBIT B

OFFICERS⁽¹⁾

Unless otherwise indicated, the address of each officer below is 100 Summer Street, Suite 800, Boston, MA 02110.


Name, Year of Birth Position(s) with the Fund and Length of Time Served⁽²⁾		Principal Occupation(s) During the Past 5 Years and Other Directorships Held

Hepsen Uzcan (1974)⁽³⁾ President and Chief Executive Officer, 2017 — present		Managing Director, DWS; CEO of the Americas (since 2024), DWS; Head of Product America, DWS (2021-present); Head of Fund Administration and Head of U.S. Mutual Funds, DWS (2017-present); Vice President, DWS Service Company (2018-present); President and Chief Executive Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2017-present); formerly: Vice President of the DWS funds (2016-2017); Assistant Secretary of the DWS Funds (2013-2019); Secretary, DWS USA Corporation (2018-2023); Assistant Secretary, DWS Investment Management Americas, Inc. (2018-2023); Assistant Secretary, DWS Trust Company (2018-2023); Assistant Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2013-2020); Assistant Secretary, DWS Distributors, Inc. (2018-2023); Head of Americas CEO Office, DWS (2023-2024); Directorships: Director of DWS Service Company (2018-present); Director of DB Investment Managers, Inc. (2018-present); Director of Episcopalian Charities of New York (2018-present); Interested Director of The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2020-present); Director of ICI Mutual Insurance Company (2020-present); Director of DWS USA Corporation (2023-present); Director of DWS Investment Management Americas, Inc. (2023-present); and Manager of DBX Advisors LLC (2023-present)

B-1


Name, Year of Birth Position(s) with the Fund and Length of Time Served⁽²⁾		Principal Occupation(s) During the Past 5 Years and Other Directorships Held

John Millette (1962)Vice President and Secretary, 1999 — present		Director, DWS; Legal (Associate General Counsel), DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (2015-present); Director and Vice President, DWS Trust Company (2016-present); Director of Cayman Real Assets Fund, Ltd. (2018-present); Director of Cayman Commodity Fund II, Ltd. (2018—present); Vice President, DBX Advisors LLC (2021-present); Secretary, DBX ETF Trust (2020-present); and Secretary, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2011-present); formerly: Secretary, Deutsche Investment Management Americas Inc. (2015-2017); and Assistant Secretary, DBX ETF Trust (2019-2020)

Diane Kenneally (1966) 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 (2019-present); and Treasurer and Chief Financial Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018-present); formerly: Assistant Treasurer of the DWS funds (2007-2018); Co-Head of DWS Treasurer’s Office (2018-2024)

Caroline Pearson (1962) Chief Legal Officer, 2010 — present		Managing Director, DWS; Legal (Regional Head Legal, Americas), DWS (since 2024); Assistant Secretary, DBX ETF Trust (2020-present); Chief Legal Officer DBX Advisors LLC (2019-present); and Chief Legal Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2012-present); formerly: Secretary, Deutsche AM Distributors, Inc. (2002-2017); Secretary, Deutsche AM Service Company (2010-2017); Chief Legal Officer, DBX Strategic Advisors LLC (2020-2021) and Legal (Senior Team Lead), DWS (2020-2024)

B-2


Name, Year of Birth Position(s) with the Fund and Length of Time Served⁽²⁾		Principal Occupation(s) During the Past 5 Years and Other Directorships Held

Rob Benson (1978)⁽⁴⁾ Chief Compliance Officer, since May 20, 2025		Director, DWS (since 2024); AFC & Compliance US (Senior Team Lead), DWS (since 2025); Vice President, DBX Advisors LLC (since 2025); and Chief Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (since 2025); formerly: Associate General Counsel DWS Legal (2023-2025); Vice President and Senior Counsel, DWS Legal (2021-2023); and Assistant Vice President and Counsel, DWS Legal (2017-2021)

Christian Rijs (1980)⁽³⁾Anti-Money Laundering Compliance Officer, 2021 — present		Director, DWS; Senior Team Lead Anti-Financial Crime and Compliance, DWS; Anti-Money Laundering Compliance Officer, DWS Trust Company (2021-present); Anti-Money Laundering Compliance Officer, DBX ETF Trust (2021-present); Anti-Money Laundering Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2021-present); Anti-Money Laundering Compliance Officer, DWS Distributor, Inc. (2021-present); formerly: DWS UK & Ireland Head of Anti-Financial Crime and MLRO

Rich Kircher (1962)⁽³⁾ Deputy Anti-Mony Laundering Compliance Officer, 2024 — present		Director, DWS; Senior Team Lead Anti-Financial Crime and Compliance, of DWS Investment Management Americas, Inc.; Deputy Anti-Money Laundering Compliance Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2024-present); Deputy Anti-Money Laundering Compliance Officer, DBX ETF Trust (2024-present); Deputy Anti-Money Laundering Compliance Officer, DWS Distributors, Inc. (2024-present); Deputy Anti-Money Laundering Compliance Officer, DWS Trust Company (2024-present); formerly: BSA & Sanctions Compliance Officer for Putnam Investments

Yvonne Wong (1960) Assistant Treasurer, 2023 — present		Vice President, DWS; Fund Administration (Senior Analyst), DWS; Assistant Treasurer, DBX ETF Trust (2023-present)

Jeff Berry (1959) Assistant Treasurer, since 2025		Director, DWS; Fund Administration (Senior Specialist), DWS; Financial and Regulatory Reporting Oversight and Print, Publishing and Mail for DWS Funds; Assistant Treasurer, DBX ETF Trust (2019-present)

B-3


Name, Year of Birth Position(s) with the Fund and Length of Time Served⁽²⁾		Principal Occupation(s) During the Past 5 Years and Other Directorships Held

Ciara Crawford (1984)⁽³⁾ Assistant Secretary, 2019 — present		Vice President, DWS (2025-present); Fund Administration (Specialist), DWS (2015-present); Secretary, DWS Service Company (2024-present); Assistant Secretary of U.S. Mutual Funds, DWS (2019-present); Secretary, DWS USA Corporation (2024-present); Assistant Secretary, DBX Advisors, LLC (2025-present); Assistant Secretary, DWS Investment Management Americas, Inc. (2025-present); Assistant Clerk, DWS Trust Company (2025-present); and Assistant Secretary, DWS Distributors, Inc. (2025-present); formerly, Assistant Vice President, DWS (2015-2025); Assistant Secretary DWS Service Company (2018-2024); Assistant Secretary, DWS USA Corporation (2023-2024); Secretary (2024-2025) and Assistant Secretary (2023-2024), DBX Advisors, LLC; Secretary (2024-2025) and Assistant Secretary (2023-2024), DWS Investment Management Americas, Inc.; Clerk (2024-2025) and Assistant Clerk (2023-2024), DWS Trust Company; Secretary (2024-2025) and Assistant Secretary (2023-2024), DWS Distributors, Inc.; Legal Assistant, Accelerated Tax Solutions.

⁽¹⁾	As a result of their respective positions held with DIMA, these individuals are considered “interested persons” of the Funds within the meaning of the 1940 Act. Interested persons receive no compensation from the Funds.

⁽²⁾	The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds. The officers are elected by the Board on an annual basis.

⁽³⁾	Address: 875 Third Avenue, New York, New York 10022.

⁽⁴⁾	Address: 5201 Gate Parkway, Jacksonville, FL 32256.

B-4

EXHIBIT C

BOARD MEMBER COMPENSATION

The table below shows (i) the compensation paid to each current Independent Board Member by the Fund for its most recently completed fiscal year and (ii) the total compensation received by each current Independent Board Member from the DWS fund complex for the calendar year ended December 31, 2024. No Independent Board Member of the Fund receives pension or retirement benefits from the Fund.


	Independent Board Members
Fund Name	Jennifer Conrad⁽²⁾	Mary Schmid Daugherty		Keith R. Fox			Chad D. Perry			Rebecca W. Rimel			Catherine Schrand
DWS Municipal Income Trust	$ 667	$	2,396	$	3,054		$	2,396		$	2,527		$	2,580
Total Compensation from Fund Complex⁽¹⁾	$35,497	$	315,000	$	440,000	⁽³⁾	$	315,000	⁽⁵⁾	$	340,000	⁽⁵⁾	$	350,000	⁽⁴⁾

⁽¹⁾	For each Independent Board Member, total compensation from the DWS fund complex represents compensation from 67 funds as of December 31, 2024.

⁽²⁾	Ms. Conrad was elected to the Board effective September 20, 2024.

⁽³⁾	Includes $125,000 in annual retainer fees received by Mr. Fox as Chairperson of DWS Funds Board.

⁽⁴⁾	Includes $35,000 in annual retainer fees for serving as Chairperson of the Audit Committee of the DWS funds.

⁽⁵⁾	Includes $25,000 in annual retainer fees for serving as Chairperson of a Board Committee (other than the Audit Committee) of the DWS funds.

C-1

EXHIBIT D

ADVANCE NOTICE REQUIREMENTS FOR

DWS MUNICIPAL INCOME TRUST (“KTF”)

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

2.6

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

(a)

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

(b)

Annual Meetings of Shareholders.

(1)

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

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to be brought before an annual meeting by a Shareholder whether such business is to be included in the Trust’s proxy statement pursuant to Rule 14a-8 of the proxy rules (or any successor provision) promulgated under the 1934 Act, presented to shareholders by means of an independently financed proxy solicitation or otherwise presented to shareholders.

(2)

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

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

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

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

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

(3)

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

(4)

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

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beneficial interest of the Trust owned of record or beneficially by such Shareholder and (iii) any Person controlling, controlled by or under common control with such Shareholder Associated Person. For purposes of the definition of Shareholder Associated Person, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) has the same meaning as in Rule 12b-2 under the 1934 Act.

(c)

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

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announcement thereof, commence a new time period (or extend any time period) for the giving of a Shareholder Notice.

(d)

General.

(1)

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

(2)

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

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(3)

For purposes of this Section 2.6, “public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service, (ii) in a document publicly filed by the Trust with the Securities and Exchange Commission pursuant to the 1934 Act or the 1940 Act and the rules and regulations promulgated thereunder or (iii) on a Web site accessible to the public maintained by the Trust or by its investment adviser or an affiliate of such investment adviser with respect to the Trust.

(4)

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

(e)

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

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or action as a Trustee that has not been disclosed therein and (c) in such person’s individual capacity, would be in compliance, if elected as a Trustee of the Trust, and will comply with all applicable publicly disclosed trust governance, conflict of interest, confidentiality and share ownership and trading policies and guidelines of the Trust.

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CE-Proxy-CEF.2025


PO Box 43131 Providence, RI 02940-3131	EVERY VOTE IS IMPORTANT

		SCAN The QR code or visit www.proxy-direct.com to vote your shares

		CALL 1-800-337-3503 Follow the recorded instructions available 24 hours

		MAIL Vote, sign and Mail in the enclosed Business Reply Envelope

		VOTE IN PERSON Attend Shareholder Meeting DWS Investment Management Americas, Inc. 100 Summer Street Boston, MA 02110 on September 19, 2025

Please detach at perforation before mailing.

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

PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD SEPTEMBER 19, 2025

PROXY CARD

COMMON SHARES

The undersigned hereby appoints Ciara Crawford, John Millette and Caroline Pearson, in any capacity, with full power of substitution as proxy or proxies of the undersigned, to vote all shares of the Fund which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund to be held September 19, 2025 at 1:00 p.m. (Eastern time), at the offices of DWS Investment Management Americas, Inc., 100 Summer Street, Boston, Massachusetts 02110, and at any adjournment(s) or postponement(s) thereof.

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

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

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

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

KTF_34638_062525

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

xxxxxxxxxxxxxx

code

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to Be Held on September 19, 2025.

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

https://www.proxy-direct.com/dws-34638

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

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

Proposal THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF THE BOARD MEMBER NOMINEE.

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

Note:

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


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

	Scanner bar code

xxxxxxxxxxxxxx	KTF 34638	xxxxxxxx


PO Box 43131 Providence, RI 02940-3131	EVERY VOTE IS IMPORTANT

		SCAN The QR code or visit www.proxy-direct.com to vote your shares

		CALL 1-800-337-3503 Follow the recorded instructions *available 24 hours*

		MAIL Vote, sign and Mail in the enclosed Business Reply Envelope

		VOTE IN PERSON Attend Shareholder Meeting DWS Investment Management Americas, Inc. 100 Summer Street Boston, MA 02110 on September 19, 2025

Please detach at perforation before mailing.

LOGO

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

PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD SEPTEMBER 19, 2025

PROXY CARD

PREFERRED SHARES

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

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

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

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

KTF_34638_062525_Pref

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

xxxxxxxxxxxxxx

code

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to Be Held on September 19, 2025.

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

https://www.proxy-direct.com/dws-34638

IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,

YOU NEED NOT RETURN THIS PROXY CARD

Please detach at perforation before mailing.

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

Proposal THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE BOARD MEMBER NOMINEES.


1.	Election of Class II Board Member: Preferred Shares Only
		FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT
	01. Catherine Schrand 02. Chad D. Perry	☐	☐	☐
	03. Keith R. Fox

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

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

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

Note:


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

	Scanner bar code

xxxxxxxxxxxxxx	KTF2 34638	xxxxxxxx

SEC Form DEF 14A filed by DWS Municipal Income Trust