Exhibit (d)(4)
DWS Strategic Income
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Trust
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Xxxxxx
February 5, 2007
Deutsche Asset Management Americas Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xx. Xxxxxxxx Xxxxxx, Product Specialist
Dear Xx. Xxxxxx:
This will serve as the agreement between The Xxxxxx Group, Inc. ("The Xxxxxx
Group") and DWS Strategic Income Trust (the "Client"), pursuant to which The
Xxxxxx Group will serve the Client as Information Agent for a Rights Offer (the
"Offer"), for DWS Strategic Income Trust.
As Information Agent, The Xxxxxx Group will handle the following:
1. Provide strategic counsel to the Client and its advisors on the
execution of the steps to best ensure the success of the Offer.
2. Develop a timeline, detailing the logistics and suggested
communications methods.
3. Coordinate the ordering and receipt of the Depository Trust Company
participant list(s) and non-objecting beneficial owner (NOBO) list(s).
4. Typeset and place any summary advertisement in publication selected
by the Client.
5. Contact the reorganization departments at all banks and brokerage firms
to determine the number of holders and quantity of materials needed.
6. Coordinate the printing of sufficient documents for the eligible
universe of holders (if requested to do so).
7. Complete the mailing of needed Offer material to any registered
holders.
8. Distribute the Offer material to banks and brokers, and follow up to
ensure the correct processing of such by each firm.
9. Distribute the documents directly to the decision maker at each
major institutional holder, if any, to avoid the delay associated
with the material being filtered through the holders' custodian bank
or brokerage firm.
10. Establish a dedicated toll-free number to answer questions, provide
assistance and fulfill requests for Offer materials.
11. If requested, conduct an outbound phone campaign to targeted universe
of holders to confirm receipt and understanding of the Offer materials.
12. Maintain contact with the bank and broker reorganization departments
for ongoing monitoring of the response to the Offer.
13. Provide feedback to the Client and its advisors as to the response to
the Offer.
14. Establish ongoing coordination with the depositary to verify expected
tenders.
(Check mark) Xxxxxx
FEES
1) The Xxxxxx Group agrees to complete the work described
above for a fee of $6,500, plus $2,500 for any
extensions of more than five business days.
2) In addition, reasonable out-of-pocket expenses shall be
reimbursed by the Client, and will include such charges
as search notification, postage, mailing services,
messengers and overnight couriers, other expenses
incurred by The Xxxxxx Group in obtaining or converting
depository participant, ISS reports, 13F data,
transmissions from ADP, shareholder and/or
Non-Objecting Beneficial Owners (NOBO's) listings; and
reasonable and customary charges for supplies, in-house
photocopying, and facsimile usage, and other similar
activities.
3) If applicable, outgoing calls or received calls for
record or beneficial owners including, Non-Objecting
Beneficial Owners (NOBO's), will be charged at a fee of
$5.00 per successful contact. A charge of $0.95 per
call will be charged for each unsuccessful attempt to
contact a shareholder. If a telephone vote is received,
an additional $4.50 will be charged per telephone vote
obtained. In addition, directory assistance will be
charged at a rate of $0.60 per each look-up.
4) A toll free number will be provided to DWS Strategic
Income Trust for any holder needing assistance in
filling out the letter of transmittal. The set-up fee
is $600 and then $4.50 per incoming call. An additional
$110.00 per hour will be invoiced for additional data
processing time.
5) An invoice for the agreed base fee of $2,500 is
attached and the Xxxxxx Group requires that the signed
contract and this retainer be received by our office
prior to the distribution of material. Out-of-pocket
expenses, fees for completed phone calls, set-up and
other fees relating to the toll free number, and
charges for telephone look-ups will be invoiced to the
Client after the completion of the project.
6) Banks, brokers and proxy intermediaries will be
directed to send their invoices directly to the Client
for payment. The Xxxxxx Group will, if requested,
assist in reviewing and approving any or all of these
invoices.
7) Copies of supplier invoices and other back-up material
in support of The Xxxxxx Group's out-of-pocket expenses
will be available for review at the offices of The
Xxxxxx Group upon reasonable notice and during normal
business hours. Upon the Client's written request, The
Xxxxxx Group will provide copies to the Client.
8) The Xxxxxx Group reserves the right to receive advance
payment for any individual out-of-pocket charge
anticipated to exceed $500 before incurring such
expense. We will advise you by e-mail or fax of any
such request for an out-of-pocket advance.
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CONFIDENTIALITY
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The Xxxxxx Group acknowledges its responsibility, both during and after the
term of this agreement, to preserve the confidentiality of any proprietary or
confidential information or data developed by The Xxxxxx Group on the Client's
behalf or disclosed by the Client to The Xxxxxx Group.
INDEMNIFICATION
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The Client agrees to indemnify and hold The Xxxxxx Group harmless against any
loss, damage, expense (including, without limitation, reasonable legal and
other related out-of-pocket fees and expenses), liability or claim arising out
of The Xxxxxx Group's fulfillment of this Agreement (except for any loss,
damage, expense, liability or claim resulting out of The Xxxxxx Group's own
gross negligence or gross misconduct). The Client shall be entitled to
participate at its own expense in the defense of any such action, proceeding,
suit or claim. In addition, at its election, the Client may assume the defense
of any such action, proceeding, suit or claim. The Xxxxxx Group hereby agrees
to advise the Client of any such liability or claim promptly after receipt of
the notice thereof; provided however, that The Xxxxxx Group's right to
indemnification hereunder shall not be limited by its failure to promptly
advise the Client of any such liability or claim, except to the extent that
the Client is prejudiced by such failure. The Xxxxxx Group agrees not to settle
any claim or litigation in connection with any claim or liability with respect
to which The Xxxxxx Group may seek indemnification from the Client without
the prior consent of the Client. The indemnification contained in this paragraph
will survive the term of the Agreement.
TERMINATION
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The Xxxxxx Group's appointment under this Agreement shall be effective as of
the date of this letter and will continue thereafter until the termination or
completion of the assignment, or until such date as The Xxxxxx Group may
complete the duties requested by the Client or its counsel. The Client will be
responsible for paying all reasonable, out-of-pocket expenses incurred on
behalf of the Client by The Xxxxxx Group during the course of the assignment
including reasonable out-of-pocket expenses processed after the completion of
the assignment. To the extent the Offer does not occur, The Xxxxxx Group
will return to the client the Base Fee less any reasonable out-of-pocket
expenses incurred by The Xxxxxx Group hereunder through the date of the
termination hereof.
GOVERNING LAW
This Agreement will be governed and construed in accordance with the laws of
the State of New York for contracts made and to be performed entirely in New
York, and shall inure to the benefit of, and the obligations created hereby
shall be binding upon, the successors and assigns of the parties hereto, except
that The Xxxxxx Group may neither assign its rights nor delegate its duties
without the Client's prior written consent.
If you are in agreement with the above, kindly sign a copy of this agreement in
the space provided for that purpose below and return to The Xxxxxx Group along
with the retainer of which an invoice is attached.
Sincerely,
THE XXXXXX GROUP, INC.
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Xxxxxx Xxxxxx
Managing Director -- Closed-End Funds
Xxxx Xxxxxxx
Director -- Closed-End Funds
Xxxx Xxxxxxxx
Executive Managing Director
Xxxxxx to and accepted as of the date set forth below:
DWS Strategic Income Trust
By: ________________________________
Print Authorized Name & Title
________________________________
Authorized Signature
________________________________
Date
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