Keith R. Fox

About Keith R. Fox

Keith R. Fox, CFA (year of birth: 1954) serves as Chairperson of the Board and an Independent Board Member of DWS Municipal Income Trust (KTF). He has been Board Chair since 2017 and a trustee across the DWS funds since 1996, overseeing 66 portfolios in the fund complex as of August 1, 2025 . Fox is classified as a non-interested (independent) trustee under the Investment Company Act of 1940; he brings private equity leadership and public-company audit committee experience to the board .

Past Roles

Additional qualifications: CFA charterholder; prior service as a director and audit committee member of several public companies .

External Roles

Board Governance

• Board Chair: Independent Board Member; currently serves as Chairperson of the Board .
• Independence: All nominees and continuing trustees are Independent under the 1940 Act .
• Tenure: Board Member since 1996; Chair since 2017 .
• Attendance: In calendar 2024, the Board held 5 regular and 1 special meeting; each trustee attended at least 75% of Board and committee meetings held during the year .
• Committees and roles:
  • Audit Committee: Member (appointed March 27, 2024); current Audit Committee members are Catherine Schrand (Chair), Jennifer S. Conrad (Vice Chair), and Keith R. Fox; 6 meetings held in 2024 .
  • Nominating and Governance Committee: Member; current members are Rebecca W. Rimel (Chair), Chad D. Perry (Vice Chair), and Keith R. Fox; 5 meetings held in 2024 .
  • Operations Committee: Not listed as a member; current members are Chad D. Perry (Chair), Mary S. Daugherty (Vice Chair), and Rebecca W. Rimel; 5 meetings held in 2024 .

Fixed Compensation

• Compensation structure for Independent trustees consists of retainer fees and specified amounts for committee service and Board Chair/Vice Chair roles; no pension, retirement, or health benefits are provided by the Funds .
• Chair retainer detail: “Includes $125,000 in annual retainer fees received by Mr. Fox as Chairperson of DWS Funds Board” .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and investments: Former managing general partner of private investment funds; CFA charterholder .
• Audit oversight: Experience as an audit committee member at public companies; currently serves on KTF’s Audit Committee .
• Board leadership: Chairperson since 2017 across DWS funds .

Equity Ownership

• Ownership guideline: Board expectation (2024 proxy) that within three years of becoming a Board Member, a trustee invests at least $315,000 in aggregate across DWS funds; Fox’s aggregate holdings were “Over $315,000” as of Aug 1, 2024, indicating guideline alignment at that time .
• Pledging/hedging: Not disclosed; Board Members collectively own <1% of KTF; Independent trustees and officers owned no preferred shares as of record dates .

Governance Assessment

• Strengths:
  • Independent Board Chair with extensive tenure and fund-complex experience; strong audit oversight credentials (CFA; audit committee member) .
  • Active committee participation (Audit; Nominating & Governance); committees composed solely of Independent trustees; consistent meeting cadence and documented attendance .
• Alignment considerations:
  • Zero direct ownership of KTF shares (closed-end fund), while having significant aggregate DWS complex holdings historically; monitor aggregate alignment as the 2025 proxy reports “Over $100,000” vs. “Over $315,000” in 2024 .
• Potential red flags / monitoring points:
  • Long tenure (service since 1996) may raise entrenchment concerns typical for investment fund boards; balanced by continued independent classification and committee work .
  • No performance-based pay or equity-linked compensation disclosed for trustees; compensation is primarily cash retainers and committee fees .
  • No related-party transactions or director-specific perquisites disclosed; Section 16(a) filings reported timely, suggesting compliance hygiene .

Appendix: Committee Snapshot (FY 2024)

Additional context: The Board has approved termination of KTF, with liquidating distributions no later than November 30, 2026; trustees elected at the 2025 meeting will serve until termination .