RETIREMENT AGREEMENT
Exhibit (f)(i)
[Chicago Board Form]
This Retirement Agreement (“Agreement”), dated as of November 14, 2007, is made by and between [ ] (“Independent Director”) and each of the DWS Xxxxxxx Funds listed in Schedule A attached hereto (“Funds”).
WHEREAS, the Independent Director has served as an independent trustee or director of certain of the Funds for a significant number of years;
WHEREAS, in accepting this position, the Independent Director has reserved time in his or her schedule of commitments sufficient to meet the requirements of such service and, accordingly, has forgone or not pursued other opportunities for compensated service;
WHEREAS, the Board of each of the Funds has concluded that it would be desirable and in the best interests of the Fund to create a unified board structure where the board members of the Funds and those of other DWS Xxxxxxx Funds would be primarily the same individuals (the “Consolidated Board”);
WHEREAS, pursuant to a Plan of Consolidation adopted by the Board of each Fund, the effective date for the Consolidated Board is expected to be April 1, 2008 (the “Consolidation Date”);
WHEREAS, the Board of each of the open-end Funds has called a special meeting of shareholders to, among other items, elect the slate of nominees that will constitute the Consolidated Board;
WHEREAS, the Board of each of the closed-end funds contemplates holding an annual meeting of shareholders in May 2008 to, among other items, elect the slate of nominees that will constitute the Consolidated Board.
WHEREAS, in order to facilitate the nomination of the Consolidated Board, the Independent Director has agreed to not stand for re-election as a trustee or director of the Funds in connection with the shareholder election of the Consolidated Board and/or to retire from the Board of each closed-end Fund as of the Consolidation Date;
WHEREAS, unlike other fund complexes, the Funds have not adopted plans providing for any retirement or pension benefit for their trustees or directors;
WHEREAS, the Board of each of the Funds has determined that in consideration of the Independent Director’s agreement to not stand for re-election as a trustee or director of the Funds and/or to retire prior to the normal retirement date specified in the Fund’s current Governance Procedures and Guidelines, his or her past service to the Funds, and the other covenants contained herein, it is desirable and appropriate in the circumstances to provide a one-time retirement benefit to the Independent Director; and
WHEREAS, DIMA will benefit from the proposed consolidation of multiple boards through increased efficiencies and reduced costs in connection with operating and managing the DWS Xxxxxxx Funds and coordinating with their respective Boards, and, accordingly, the Boards have requested, and DIMA has agreed, by separate agreement of even date herewith, to reimburse the Funds for all costs of the retirement benefit and to provide certain additional assurances and indemnities for the benefit of the Independent Directors.
NOW THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, the parties agree as follows:
1. Payment of One-Time Retirement Benefit. Within ten (10) days following the Consolidation Date, the Funds shall make a one-time lump sum cash payment via federal wire transfer in the amount of $[ ].
2. Non-Competition. In consideration of the mutual agreements contained herein, the Independent Director agrees that, without the prior written consent of the Funds, he or she shall not in any way, directly or indirectly, solicit, accept, or serve in any position as a director, trustee, or equivalent role on the board of any investment company registered with the Securities and Exchange Commission, for a period of nine (9) months from the Consolidation Date; provided however, the Independent Director may continue to serve in any such role(s) he or she holds as of the date of this Agreement. The Independent Director acknowledges and agrees that the Funds shall be entitled to seek and obtain preliminary and/or permanent injunctive relief to prevent any actual or threatened breach of this provision.
3. Maintenance of Rights to Indemnification, Defense, and Advancement of Expenses. The Funds shall take all actions reasonably necessary to assure that this Agreement, the retirement of the Independent Director, and/or the election or appointment of members of the Consolidated Board shall not reduce or impair any rights of the Independent Director to indemnification, defense, advancement of expenses, or other rights, for or with respect to actual or threatened claims, liability, or expense that the Independent Director may incur or suffer arising from or with respect to the Independent Director’s service in such capacity, or in conjunction with this Agreement, except to the extent that the Consolidated Board determines in the exercise of its duties to modify the rights of all Directors, past and present, without distinction. It is understood that any such modification of rights shall not, without the written consent of the Independent Director, serve to modify any contractual rights that the Independent Director may have under any agreement to which the Independent Director and the Funds are parties.
4. Maintenance of Insurance Coverage. For the six-year period following the Consolidation Date, the Funds currently expect to maintain, D&O/E&O Insurance and IDL Insurance that is substantially equivalent in scope to the current coverage, and in amounts providing aggregate coverage with respect to the Funds and all funds overseen by the Consolidated Board of at least $100 million for D&O/E&O Insurance and at least $25 million for IDL Insurance, subject however to the right of the Consolidated Board in the exercise of its duties to determine that a lower level of insurance coverage is in the best interests of the Funds provided that any such reduction in coverage apply equally to their present and former directors.
5. Limitation of Liability. In the case of each Fund organized as a Massachusetts business trust reference is made to the trust’s Declaration of Trust on file with the Secretary of the Commonwealth of Massachusetts, and it is expressly agreed that the obligations of each Fund referenced above are not binding upon any of the trustees, officers, or shareholders of such trust, but only upon the assets and property of the Fund (or applicable portfolio series thereof).
6. Recitals. The Recitals set forth above shall be construed as substantive in nature, and are an integral part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
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The DWS Xxxxxxx Funds listed in Schedule A severally Xxxxxxx X. Xxxxx, President
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[ ] ___________________________________ |
Schedule A
CASH ACCOUNT TRUST
DWS BALANCED FUND
DWS BLUE CHIP FUND
DWS DREMAN VALUE INCOME EDGE FUND, INC.
DWS EQUITY TRUST
DWS HIGH INCOME SERIES
DWS HIGH INCOME TRUST
DWS MONEY FUNDS
DWS MULTI-MARKET INCOME TRUST
DWS MUNICIPAL INCOME TRUST
DWS STATE TAX-FREE INCOME SERIES
DWS STRATEGIC INCOME FUND
DWS STRATEGIC INCOME TRUST
DWS STRATEGIC MUNICIPAL INCOME TRUST
DWS TARGET FUND
DWS TECHNOLOGY FUND
DWS U.S. GOVERNMENT SECURITIES FUND
DWS VARIABLE SERIES II
INVESTORS CASH TRUST
TAX-EXEMPT CALIFORNIA MONEY MARKET FUND
