Exhibit (e)
MASTER DISTRIBUTION AGREEMENT
AGREEMENT made as of the 13th day of January, 2010, severally by and
between each entity listed on Appendix A (each a "Fund" and collectively, with
each series thereof, the "Funds"), each with its principal office and place of
business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and DWS Investments
Distributors, Inc., a Delaware corporation with its principal office and place
of business at 000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 (the "Distributor"),
effective with respect to each Fund as of the date specifically and individually
indicated on Appendix A to this Agreement, as may be amended from time to time.
WHEREAS, each Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
or is a series of an open-end management investment company, and may issue its
shares (the "Shares") in separate series and classes and continuously offer for
sale its Shares to the public; and
WHEREAS, the Distributor is registered under the Securities Exchange
Act of 1934, as amended ("1934 Act"), as a broker-dealer and is engaged in the
business of selling shares of registered investment companies either directly to
purchasers or through other securities dealers;
WHEREAS, each Fund offers Shares of one or more classes (each such
class together with all other classes established in Appendix A, and made
subject to this Agreement in accordance with Section 16 hereof, being herein
referred to as a "Class," and collectively as the "Classes");
WHEREAS, each Fund desires that the Distributor offer the Shares
thereof to the public and the Distributor is willing to provide those services
on the terms and conditions set forth in this Agreement in order to promote the
growth of the Funds and facilitate the distribution of the Shares;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, each Fund severally and the Distributor hereby
agree as follows:
SECTION 1. APPOINTMENT
Each Fund hereby appoints the Distributor as its principal underwriter
and distributor to sell its Shares to the public and hereby agrees during the
term of this Agreement to sell its Shares to the Distributor upon the terms and
conditions herein set forth.
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SECTION 2. EXCLUSIVE NATURE OF DUTIES
The Distributor shall be the exclusive representative of each Fund to
act as principal underwriter and distributor except that the rights given under
this Agreement to the Distributor shall not apply to Shares issued in connection
with: (i) the merger, consolidation or reorganization of any other investment
company with a Fund; (ii) a Fund's acquisition by purchase or otherwise of all
or substantially all of the assets or stock of any other investment company;
(iii) the reinvestment in Shares by a Fund's shareholders of dividends or other
distributions or any other offering by a Fund of securities to its shareholders;
or (iv) an investment made by a Fund in another Fund.
SECTION 3. PURCHASE OF SHARES; OFFERING OF SHARES
(a) The Distributor shall have the right, acting as principal, to buy
from each Fund the Shares needed to fill unconditional orders for Shares as
shall then be effectively registered under the Securities Act placed with the
Distributor by investors or securities dealers or depository institutions or
other financial intermediaries acting as agent for their customers or on their
own behalf. Alternatively, the Distributor may act as each Fund's agent, to
offer, and to solicit offers to subscribe to, Shares as shall then be
effectively registered under the Securities Act. The Distributor will promptly
forward all orders and subscriptions for Shares. The price which the Distributor
shall pay for Shares purchased by it from the Funds shall be the net asset
value, determined as set forth in Section 3(c) hereof, used in determining the
public offering price on which the orders are based. The price at which the
Distributor shall offer and sell Shares to investors shall be the public
offering price, as set forth in Section 3(b) hereof. The Distributor may sell
Shares to securities dealers, depository institutions or other financial
intermediaries acting as agent for their customers that have entered into
agreements with the Distributor pursuant to Section 11 hereof or acting on their
own behalf. Each Fund reserves the right to sell its Shares directly to
investors through subscriptions received by the Fund, but no such direct sales
shall affect the sales charges due to the Distributor hereunder.
(b) The public offering price of the Shares, i.e., the price per Share
at which the Distributor or selected dealers or selected agents (each as defined
in Section 11 hereof) may sell Shares to the public or to those persons eligible
to invest in Shares as described in each Fund's Prospectus, shall be the public
offering price determined in accordance with the then currently effective
Prospectus of each Fund under the Securities Act relating to such Shares, but
not to exceed the net asset value at which the Distributor, when acting as
principal, is to purchase such Shares, plus, in the case of Shares for which an
initial sales charge is assessed, an initial charge equal to a specified
percentage of the public offering price of the Shares as set forth in the
current Prospectus relating to the Shares. In the case of Shares for which an
initial sales charge may be assessed, Shares may be sold to certain classes of
persons at reduced sales charges or without any sales charge as from time to
time set forth in the current Prospectus relating to the Shares.
(c) The net asset value per Share shall be determined by each
respective Fund, or an agent of that Fund, in accordance with the governing
instruments of each
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Fund and applicable law. Each Fund will advise the Distributor of the net asset
value per Share at each time as the net asset value per Share shall have been
determined by each Fund.
(d) Each Fund reserves the right to suspend the offering of Shares of
any Class at any time in the absolute discretion of the Board of Directors or
Board of Trustees, as applicable (the "Board") of such Fund, and upon notice of
such suspension the Distributor shall cease to offer the Shares specified in the
notice.
(e) Each Fund, or any agent of the Fund designated in writing to the
Distributor by the Fund, shall be promptly advised by the Distributor of all
purchase orders for Shares received by the Distributor and all orders for Shares
obtained by the Distributor shall be directed to the Funds for acceptance and
shall not be binding until accepted by the Funds. Any order may be rejected by a
Fund; provided, however, that each Fund will not arbitrarily or without
reasonable cause refuse to accept or confirm orders for the purchase of Shares.
Each Fund (or its agent) will confirm orders upon their receipt and acceptance,
will make appropriate book entries and, upon receipt by a Fund (or its agent) of
payment thereof, will issue such Shares in certificated or uncertificated form
pursuant to the instructions of the Distributor. The Distributor agrees to cause
such payment and such instructions to be delivered promptly to each Fund (or its
agent).
SECTION 4. REPURCHASE OR REDEMPTION OF SHARES
The Distributor shall act as each Fund's agent in connection with the
repurchase of Shares as provided in each Fund's registration statement, as
applicable.
SECTION 5. DUTIES AND REPRESENTATIONS OF THE DISTRIBUTOR
(a) The Distributor shall use best efforts to sell Shares upon the
terms and conditions contained herein and in the then current Prospectus, but
shall not be obligated to sell any specific number of Shares. The Distributor
shall only sell Shares against orders therefore and will not purchase Shares
from any person other than the Fund except as provided in Section 4. The
services of the Distributor to each Fund hereunder are not to be deemed
exclusive, and nothing herein contained shall prevent the Distributor from
entering into like arrangements with other investment companies so long as the
performance of its obligations hereunder is not impaired thereby.
(b) In selling Shares, the Distributor shall comply with the
requirements of all federal and state laws relating to the sale of the Shares,
as well as the requirements of FINRA and any other applicable self-regulatory
organization.
(c) The Distributor shall adopt and follow procedures for the
confirmation of sales to investors and selected dealers or selected agents, the
collection of amounts payable by investors and selected dealers or selected
agents on such sales, and the cancellation of unsettled transactions, as may be
necessary to comply with the requirements of the FINRA and any other applicable
self-regulatory organization.
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(d) The Distributor shall provide the Board on a quarterly basis with a
written report of the amounts expended in connection with this Agreement as
requested by the Board.
(e) The Distributor represents and warrants to each Fund that:
(i) It is a corporation duly organized and existing and in good
standing under the laws of the State of Delaware and it is duly
qualified to carry on its business in the State of Delaware;
(ii) It is empowered under applicable laws and by its Articles of
Incorporation to enter into and perform this Agreement;
(iii) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
(iv) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement;
(v) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of the Distributor, enforceable
against the Distributor in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting the rights and remedies of creditors and
secured parties;
(vi) It is registered under the 1934 Act with the Securities and
Exchange Commission (the "SEC") as a broker-dealer, it is a member in
good standing of the FINRA, it will abide by the rules and regulations
of the FINRA, and it will notify the Funds if its membership in the
FINRA is terminated or suspended; and
(vii) The performance by the Distributor of its obligations hereunder
does not and will not contravene any provision of its Articles of
Incorporation.
(f) Notwithstanding anything in this Agreement, including the
Appendices, to the contrary, the Distributor makes no warranty or representation
as to the number of selected dealers or selected agents with which it has
entered into agreements in accordance with Section 11 hereof, as to the
availability of any Shares to be sold through any selected dealer, selected
agent or other intermediary or as to any other matter not specifically set forth
herein.
SECTION 6. DUTIES AND REPRESENTATIONS OF THE FUND
(a) Each Fund shall furnish to the Distributor copies of all financial
statements and other documents to be delivered to shareholders or investors at
least two
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Fund business days prior to such delivery and shall furnish the Distributor
copies of all other financial statements, documents and other papers or
information which the Distributor may reasonably request for use in connection
with the distribution of Shares. Each Fund shall make available to the
Distributor the number of copies of its Prospectuses as the Distributor shall
reasonably request, provided that the Distributor shall bear the expense of
printing any Prospectuses used solely for purposes of offers and sales.
(b) Each Fund shall take, from time to time, subject to the approval of
the Board and any required approval of its shareholders, all action necessary to
fix the number of authorized Shares (if such number is not unlimited) and to
register the Shares under the Securities Act, to the end that there will be
available for sale the number of Shares as reasonably may be expected to be sold
pursuant to this Agreement.
(c) Each Fund shall register or qualify the Shares for sale under the
securities laws of the various states of the United States and other
jurisdictions ("States") as each Fund, in its sole discretion shall determine.
Any registration or qualification may be withheld, terminated or withdrawn by a
Fund at any time in its discretion. The Distributor shall furnish such
information and other material relating to its affairs and activities as may be
required by the Funds in connection with such registration or qualification.
(d) Each Fund represents and warrants to the Distributor that:
(i) It is a corporation or business trust duly organized and existing
and in good standing under the laws of where its Organizational
Documents are filed;
(ii) It is empowered under applicable laws and by its Organizational
Documents to enter into and perform this Agreement;
(iii) All proceedings required by the Organizational Documents have
been taken to authorize it to enter into and perform its duties under
this Agreement;
(iv) It is registered as an open-end management investment company with
the SEC under the 1940 Act;
(v) All Shares, when issued, shall be validly issued, fully paid and
non-assessable;
(vi) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of each Fund, enforceable against
each Fund in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured
parties;
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(vii) The performance by each Fund of its obligations hereunder does
not and will not contravene any provision of its Organizational
Documents.
(viii) Each Fund's Registration Statement is currently effective and,
except as the Fund otherwise notifies the Distributor, will remain
effective with respect to all Shares of its series and Classes (as
applicable) thereof being offered for sale;
(ix) Each Fund will use its best efforts to ensure that its
Registration Statement and Prospectuses have been or will be, as the
case may be, carefully prepared in conformity with the requirements of
the Securities Act and the rules and regulations thereunder;
(x) Each Fund will use its best efforts to ensure that (A) its
Registration Statement and Prospectuses contain or will contain all
statements required to be stated therein in accordance with the
Securities Act and the rules and regulations thereunder, (B) all
statements of fact contained or to be contained in the Registration
Statement or Prospectuses are or will be true and correct at the time
indicated or on the effective date as the case may be and (C) neither
the Registration Statement nor any Prospectus, when they shall become
effective or be authorized for use, will include an untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading to a
purchaser of Shares;
(xi) Each Fund will from time to time file such amendment or amendments
to its Registration Statement and Prospectuses as, in the light of
then-current and then-prospective developments, shall, in the opinion
of its counsel, be necessary in order to have the Registration
Statement and Prospectuses at all times contain all material facts
required to be stated therein or necessary to make any statements
therein not misleading to a purchaser of Shares ("Required
Amendments"); and
(xii) Each Fund will use its best efforts to ensure that the Fund shall
not file any amendment to its Registration Statement or Prospectuses
without giving the Distributor reasonable advance notice thereof (which
under normal circumstances shall be at least three Fund business days);
provided, however, that nothing contained in this Agreement shall in
any way limit a Fund's right to file at any time such amendments to its
Registration Statement or Prospectuses, of whatever character, as the
Funds may deem advisable, such right being in all respects absolute and
unconditional.
SECTION 7. LIMITATION OF LIABILITY
(a) The Distributor shall be an independent contractor and shall be
responsible for its own conduct and the employment, control and conduct of its
agents and employees. Except as otherwise specifically provided herein, the
Distributor shall be responsible for all expenses incurred by it in the
performance of its duties hereunder. Except as otherwise specifically provided
for in this Agreement, the Distributor shall not
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be liable to the Funds or any of the Funds' shareholders for any error of
judgment or mistake of law, for any loss arising out of any investment, or for
any action or inaction of the Distributor in the absence of bad faith, willful
misfeasance or gross negligence in the performance of the Distributor's duties
or obligations under this Agreement or by reason of the Distributor's reckless
disregard of its duties and obligations under this Agreement.
(b) The Distributor shall not be liable to the Funds for any action
taken or failure to act in good faith reliance upon:
(i) the advice of a Fund or of counsel, who may be counsel to the Funds
or counsel to the Distributor;
(ii) any oral instruction which the Distributor receives and which it
reasonably believes in good faith was transmitted by the person or
persons authorized by the Board to give such oral instruction (the
Distributor shall have no duty or obligation to make any inquiry or
effort of certification of such oral instruction);
(iii) any written instruction or certified copy of any resolution of
the Board, and the Distributor may rely upon the genuineness of any
such document or copy thereof reasonably believed in good faith by the
Distributor to have been validly executed; or
(iv) any signature, instruction, request, letter of transmittal,
certificate, opinion of counsel, statement, instrument, report, notice,
consent, order, or other document reasonably believed in good faith by
the Distributor to be genuine and to have been signed or presented by a
Fund or other proper party or parties;
and the Distributor shall not be under any duty or obligation to inquire into
the validity or invalidity or authority or lack thereof of any statement, oral
or written instruction, resolution, signature, request, letter of transmittal,
certificate, opinion of counsel, instrument, report, notice, consent, order, or
any other document or instrument which the Distributor reasonably believes in
good faith to be genuine.
(c) The Distributor shall not be responsible or liable for any failure
or delay in performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its reasonable
control including, without limitation, acts of civil or military authority,
national emergencies, labor difficulties (other than those related to the
Distributor's employees), fire, mechanical breakdowns, flood or catastrophe,
acts of God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply. In addition, to the extent the Distributor's
obligations hereunder are to oversee or monitor the activities of third parties,
the Distributor shall not be liable for any failure or delay in the performance
of the Distributor's duties caused, directly or indirectly, by the failure or
delay of such third parties in performing their respective duties or cooperating
reasonably and in a timely manner with the Distributor.
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(d) For each Fund that is a Massachusetts business trust, a copy of the
Fund's Declaration of Trust, together with all amendments thereto, is on file in
the Office of the Secretary of the Commonwealth of Massachusetts. For each Fund
that is a Massachusetts business trust, the Distributor is hereby expressly put
on notice of the limitation of liability as set forth in the Fund's Declaration
of Trust and it agrees that the obligations assumed by the Fund on behalf of
each series pursuant to this Agreement will be limited in all cases to the
series and its assets, and it will not seek satisfaction of any such obligation
from the shareholders or any shareholder of the series or any other series of
the Fund, or from any Trustee, officer, employee or agent of the Fund. The
Distributor understands that the rights and obligations of each series under the
Declaration of Trust are separate and distinct from those of any and all other
series.
SECTION 8. INDEMNIFICATION
(a) The Funds will indemnify, defend and hold the Distributor, its
employees, agents, directors and officers and any person who controls the
Distributor within the meaning of section 15 of the Securities Act or section 20
of the 1934 Act ("Distributor Indemnitees") free and harmless from and against
any and all claims, demands, actions, suits, judgments, liabilities, losses,
damages, costs, charges, reasonable counsel fees and other expenses of every
nature and character (including the cost of investigating or defending such
claims, demands, actions, suits or liabilities and any reasonable counsel fees
incurred in connection therewith) which any Distributor Indemnitee may incur,
under the Securities Act, under the securities laws of the various States or
under common law or otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in each Fund's Registration Statement or
Prospectuses, arising out of or based upon any alleged omission to state a
material fact required to be stated in any one thereof or necessary to make the
statements in any one thereof not misleading, or arising out of or based upon
any filing made with the regulatory authorities of any State unless such
statement or omission was made in reliance upon, and in conformity with,
information furnished in writing to a Fund in connection with the preparation of
the Registration Statement, exhibits to the Registration Statement or filings
made with the regulatory authorities of any State by or on behalf of the
Distributor ("Distributor Claims").
After receipt of the Distributor's notice of termination under Section
13(e) of this Agreement, each Fund shall indemnify and hold each Distributor
Indemnitee free and harmless from and against any Distributor Claim; provided,
that the term Distributor Claim for purposes of this sentence shall mean any
Distributor Claim related to the matters for which the Distributor has requested
amendment to each Fund's Registration Statement and for which the Funds have not
filed a Required Amendment, regardless of with respect to such matters whether
any statement in or omission from the Registration Statement was made in
reliance upon, or in conformity with, information furnished to a Fund by or on
behalf of the Distributor.
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(b) The Funds may assume the defense of any suit brought to enforce any
Distributor Claim and may retain counsel of good standing chosen by the Funds
and approved by the Distributor, which approval shall not be withheld
unreasonably. Each Fund shall advise the Distributor that it will assume the
defense of the suit and retain counsel within ten (10) days of receipt of the
notice of the claim. If a Fund assumes the defense of any such suit and retains
counsel, the defendants shall bear the fees and expenses of any additional
counsel that they retain. If a Fund does not assume the defense of any such
suit, or if Distributor does not approve of counsel chosen by a Fund or has been
advised that it may have available defenses or claims that are not available to
or conflict with those available to a Fund, that Fund will reimburse any
Distributor Indemnitee named as defendant in such suit for the reasonable fees
and expenses of any counsel that person retains. A Distributor Indemnitee shall
not settle or confess any claim without the prior written consent of the Funds,
which consent shall not be unreasonably withheld or delayed.
(c) The Distributor will indemnify, defend and hold each Fund and its
several officers and directors/trustees (collectively, the "Fund Indemnitees"),
free and harmless from and against any and all claims, demands, actions, suits,
judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees
and other expenses of every nature and character (including the cost of
investigating or defending such claims, demands, actions, suits or liabilities
and any reasonable counsel fees incurred in connection therewith), but only to
the extent that such claims, demands, actions, suits, judgments, liabilities,
losses, damages, costs, charges, reasonable counsel fees and other expenses
result from, arise out of or are based upon:
(i) any alleged untrue statement of a material fact contained in a
Fund's Registration Statement or Prospectus or any alleged omission of
a material fact required to be stated or necessary to make the
statements therein not misleading, if such statement or omission was
made in reliance upon, and in conformity with, information furnished to
a Fund in writing in connection with the preparation of the
Registration Statement or Prospectus by or on behalf of the
Distributor; or
(ii) any act of, or omission by, Distributor or its sales
representatives that does not conform to the requirements of paragraphs
(a), (b) and (c) of Section 5 of this Agreement (collectively, "Fund
Claims").
(d) The Distributor may assume the defense of any suit brought to
enforce any Fund Claim and may retain counsel of good standing chosen by the
Distributor and approved by the Funds, which approval shall not be withheld
unreasonably. The Distributor shall advise a Fund that it will assume the
defense of the suit and retain counsel within ten (10) days of receipt of the
notice of the claim. If the Distributor assumes the defense of any such suit and
retains counsel, the defendants shall bear the fees and expenses of any
additional counsel that they retain. If the Distributor does not assume the
defense of any such suit, or if a Fund does not approve of counsel chosen by the
Distributor or has been advised that it may have available defenses or claims
that are not available to or conflict with those available to the Distributor,
the Distributor will
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reimburse any Fund Indemnitee named as defendant in such suit for the reasonable
fees and expenses of any counsel that person retains. A Fund Indemnitee shall
not settle or confess any claim without the prior written consent of the
Distributor, which consent shall not be unreasonably withheld or delayed.
(e) The Funds' and the Distributor's obligations to provide
indemnification under this Section is conditioned upon the Funds or the
Distributor receiving notice of any action brought against a Distributor
Indemnitee or Fund Indemnitee, respectively, by the person against whom such
action is brought within twenty (20) days after the summons or other first legal
process is served. Such notice shall refer to the person or persons against whom
the action is brought. The failure to provide such notice shall not relieve the
party entitled to such notice of any liability that it may have to any
Distributor Indemnitee or Fund Indemnitee except to the extent that the ability
of the party entitled to such notice to defend such action has been materially
adversely affected by the failure to provide notice.
(f) The provisions of this Section and the parties' representations and
warranties in this Agreement shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any Distributor
Indemnitee or Fund Indemnitee and shall survive the sale and redemption of any
Shares made pursuant to subscriptions obtained by the Distributor. The
indemnification provisions of this Section will inure exclusively to the benefit
of each person that may be a Distributor Indemnitee or Fund Indemnitee at any
time and their respective successors and assigns (it being intended that such
persons be deemed to be third party beneficiaries under this Agreement).
(g) The Distributor agrees promptly to notify each Fund of the
commencement of any litigation or proceeding of which it becomes aware arising
out of or in any way connected with the issuance or sale of Shares. Each Fund
agrees promptly to notify the Distributor of the commencement of any litigation
or proceeding of which it becomes aware arising out of or in any way connected
with the issuance or sale of its Shares.
(h) Nothing contained herein shall require the Funds to take any action
contrary to any provision of their Organizational Documents or any applicable
statute or regulation or shall require the Distributor to take any action
contrary to any provision of its Articles of Incorporation or Bylaws or any
applicable statute or regulation; provided, however, that neither the Funds nor
the Distributor may amend their Organizational Documents or Articles of
Incorporation and Bylaws, respectively, in any manner that would result in a
violation of a representation or warranty made in this Agreement, except if
required by any applicable statute or regulation, and then only after notice to
the other party.
(i) Nothing contained in this section shall be construed to protect the
Distributor against any liability to the Funds or the security holders of the
Funds to which the Distributor would otherwise be subject by reason of its
failure to satisfy the requirements of paragraphs (a), (b) and (c) of Section 5
of this Agreement.
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SECTION 9. NOTIFICATION TO THE DISTRIBUTOR
Each Fund shall advise the Distributor immediately: (i) of any written
request by the SEC for amendments to a Fund's Registration Statement or
Prospectus or for additional information; (ii) in the event of the issuance by
the SEC of any stop order suspending the effectiveness of a Fund's Registration
Statement or any Prospectus or the initiation of any proceedings for that
purpose; (iii) of the happening of any material event which makes untrue any
statement made in a Fund's then current Registration Statement or Prospectus or
which requires the making of a change in either thereof in order to make the
statements therein not misleading; and (iv) of all action of the SEC with
respect to any amendments to a Fund's Registration Statement or Prospectus which
may from time to time be filed with the Commission under the 1940 Act or the
Securities Act.
SECTION 10. COMPENSATION; EXPENSES
(a) In consideration of the Distributor's services in connection with
the distribution of Shares and each Class thereof, the Distributor shall be
entitled to receive: (i) any applicable sales charge assessed upon investors in
connection with the purchase of Shares; (ii) from the Funds, any applicable
contingent deferred sales charge ("CDSC") assessed upon investors in connection
with the redemption of Shares; and (iii) from the Funds, the distribution
service fees with respect to the Shares of those Classes as designated in
Appendix A for which a plan under Rule 12b-1 under the 1940 Act (a "Plan") is
effective (the "Distribution Fee"). The Distribution Fee shall be accrued daily
by each applicable Fund or Class thereof and shall be paid monthly as promptly
as possible after the last day of each calendar month but in any event on or
before the fifth (5th) Fund business day after month-end, at the rate or in the
amounts set forth in each Fund's prospectus and, as applicable, the Plan(s).
(b) Each Fund shall cause its transfer agent (the "Transfer Agent") to
withhold, from redemption proceeds payable to holders of Shares and the Classes
thereof, all CDSCs properly payable by the shareholders in accordance with the
terms of the applicable Prospectus and shall cause the Transfer Agent to pay
such amounts over to the Distributor as promptly as possible after each month
end.
(c) Except as specified in Sections 8 and 10(a) of this Agreement, the
Distributor shall be entitled to receive no compensation or reimbursement of
expenses from the Funds for the services provided by the Distributor pursuant to
this Agreement. The Distributor may receive compensation from the Funds'
investment advisors, other service providers or their respective affiliates
(collectively, the "Advisor") for its services hereunder or for additional
services all as may be agreed to between the Advisor and the Distributor.
(d) Each Fund shall be responsible and assume the obligation for
payment of all its expenses, including fees and disbursements of its counsel and
auditors, in connection with the preparation and filing of the Registration
Statement and Prospectuses (including but not limited to the expense of setting
in type the Registration Statement and
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Prospectuses and printing sufficient quantities for internal compliance,
regulatory purposes and for distribution to current shareholders).
(e) Each Fund shall bear the cost and expenses: (i) of the registration
of its Shares for sale under the Securities Act; (ii) of the registration or
qualification of its Shares for sale under the securities laws of the various
States; (iii) if necessary or advisable in connection therewith, of qualifying a
Fund, or the Classes thereof (but not the Distributor) as an issuer or as a
broker or dealer, in such States as shall be selected by a Fund; and (iv)
payable to each State for continuing registration or qualification therein until
a Fund decides to discontinue registration or qualification. The Distributor
shall pay all expenses relating to the Distributor's broker-dealer
qualification.
SECTION 11. SELECTED DEALER AND SELECTED AGENT AGREEMENTS
(a) The Distributor shall have the right to enter into sub-distribution
agreements with securities dealers of its choice ("selected dealers") and with
depository institutions and other financial intermediaries of its choice
("selected agents") for the sale of Shares and to fix therein the portion of the
sales charge, if any, that may be allocated to the selected dealers or selected
agents; provided, that all such agreements shall be in substantially the form of
agreement as previously provided to and approved by the Funds and as the same
may be amended or supplemented from time to time, or such other form as approved
by the Funds. Shares shall be resold by selected dealers or selected agents only
at the public offering price(s) set forth in the Prospectus relating to the
Shares. The Distributor shall offer and sell Shares only to such selected
dealers as are members in good standing of FINRA. The Distributor shall have the
right to enter into shareholder servicing agreements with financial
intermediaries of its choice; provided, that all such agreements shall be in a
form as approved by the Funds.
(b) The Distributor will supervise its relationships with selected
dealers and agents and may make payments to those selected dealers and agents in
such amounts as the Distributor may determine from time to time in its sole
discretion.
SECTION 12. CONFIDENTIALITY
The Distributor agrees to treat all records and other information
related to each Fund as proprietary information of that Fund and, on behalf of
itself and its employees, to keep confidential all such information, except that
the Distributor may:
(i) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the SEC;
(ii) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(iii) release such other information as approved in writing by a Fund,
which approval shall not be unreasonably withheld,
12
provided, however, that the Distributor may release any information regarding a
Fund without the consent of that Fund if the Distributor reasonably believes
that it may be exposed to civil or criminal legal proceedings for failure to
comply, when requested to release any information by duly constituted
authorities or when so requested by a Fund.
SECTION 13. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective with respect to each Fund as
of the date specifically and individually indicated on Appendix A to this
Agreement, as may be amended from time to time. Upon effectiveness of this
Agreement, it shall supersede all previous agreements between the parties hereto
covering the subject matter hereof insofar as such Agreement may have been
deemed to relate to each Fund.
(b) This Agreement shall continue in effect with respect to each Fund
for a period of one year from its effectiveness and thereafter shall continue in
effect with respect to the series until terminated; provided, that continuance
is specifically approved at least annually: (i) by the Board or by a vote of a
majority of the outstanding voting securities of each Fund; and (ii) by a vote
of a majority of members of the Board (each a "Director" and together the
"Directors") of each Fund (I) who are not parties to this Agreement or
interested persons of any such party (other than as Directors of the Funds) and
(II) with respect to each Class of each Fund for which there is an effective
Plan, who do not have any direct or indirect financial interest in any such Plan
applicable to the Class or in any agreements related to the Plan, cast in person
at a meeting called for the purpose of voting on such approval.
(c) This Agreement may be terminated at any time with respect to a
Fund, without the payment of any penalty: (i) by the Board or by a vote of a
majority of the outstanding voting securities of a Fund or, with respect to each
Class for which there is an effective Plan, a majority of Directors of a Fund
who do not have any direct or indirect financial interest in any such Plan or in
any agreements related to the Plan, on 60 days' written notice to the
Distributor; or (ii) by the Distributor on 60 days' written notice to the Funds.
(d) This Agreement shall automatically terminate upon its assignment
and upon the termination of the Distributor's membership in FINRA.
(e) If a Fund does not file a Required Amendment within fifteen days
following receipt of a written request from the Distributor to do so, the
Distributor may, at its option, terminate this Agreement immediately.
(f) The obligations of Sections 5(e), 6(d), 8, 9 and 10 of this
Agreement shall survive any termination of this Agreement with respect to each
Fund or Class thereof.
13
SECTION 14. NOTICES
Any notice required or permitted to be given hereunder by the
Distributor to a Fund or by a Fund to the Distributor shall be deemed
sufficiently given if made in writing and personally delivered or sent by
electronic mail, telegram, facsimile or registered, certified or overnight mail,
postage prepaid, addressed by the party giving such notice to the other party at
the last address furnished by the other party to the party giving such notice,
and unless and until changed pursuant to the foregoing provisions hereof each
such notice shall be addressed to a Fund or the Distributor, as the case may be,
at their respective principal places of business.
SECTION 15. ACTIVITIES OF THE DISTRIBUTOR
Except to the extent necessary to perform the Distributor's obligations
hereunder, nothing herein shall be deemed to limit or restrict the Distributor's
right, or the right of any of the Distributor's employees, agents, officers or
directors who may also be a director, officer or employee of the Funds, or
affiliated persons of the Funds to engage in any other business or to devote
time and attention to the management or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
SECTION 16. ADDITIONAL FUNDS AND CLASSES
In the event that a Fund establishes one or more series of Shares or
one or more Classes of Shares after the effectiveness of this Agreement, such
series of Shares or Classes of Shares, as the case may be, shall become series
and Classes under this Agreement upon approval of this Agreement by the Board of
that Fund with respect to the series of Shares or Class of Shares and the
execution of an amended Appendix A reflecting the applicable names and terms.
The Distributor may elect by written notice to the Fund not to make any such
series or Classes subject to this Agreement.
SECTION 17. MISCELLANEOUS
(a) No provisions of this Agreement may be amended or modified in
any manner except by a written agreement properly authorized
and executed by the Distributor and the Funds. All material
amendments to this Agreement must be approved by a vote of a
majority of the Board, and of the Board members who are not
interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan, this
Agreement or in any other agreement related to the Plan, cast
in person at a meeting called for such purpose.
(b) This Agreement shall be governed by, and the provisions of
this Agreement shall be construed and interpreted under and in
accordance with, the laws of the State of New York.
14
(c) This Agreement constitutes the entire agreement between the
Distributor and the Funds and supersedes any prior agreement
with respect to the subject matter hereof, whether oral or
written.
(d) This Agreement may be executed by the parties hereto on any
number of counterparts, and all of the counterparts taken
together shall be deemed to constitute one and the same
instrument.
(e) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable
and not be affected, and the rights and obligations of the
parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to
be illegal or invalid.
(f) Section headings in this Agreement are included for
convenience only and are not to be used to construe or
interpret this Agreement.
(g) No affiliated person, employee, agent, officer or director of
the Distributor shall be liable at law or in equity for the
Distributor's obligations under this Agreement.
(h) Each of the undersigned warrants and represents that they have
full power and authority to sign this Agreement on behalf of
the party indicated and that their signature will bind the
party indicated to the terms hereof.
(i) The terms "vote of a majority of the outstanding voting
securities," "interested person," "affiliated person" and
"assignment" shall have the meanings ascribed thereto in the
1940 Act.
(j) The Distributor is hereby expressly put on notice of the
limitation of liability set forth in the Organizational
Documents and hereby agrees that the obligations assumed by
each Fund pursuant to this Agreement shall be limited in any
case to such Fund and its assets, and in the case of a
liability arising with respect a particular series or Class of
Shares of a Fund, the assets of such series or Class, and the
Distributor shall not seek satisfaction of any such obligation
from the shareholders of any other Fund, the Directors,
officers, employees or agents of such other Funds or any of
them.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
15
On behalf of the entities listed in
Appendix A
By: /s/Xxxx Xxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President & Secretary
DWS INVESTMENTS DISTRIBUTORS, INC.
By: /s/Xxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxx Xxxxx
Title: Director & Chief Operating Officer
By: /s/Xxxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
16
APPENDIX A
----------
To Master Distribution Agreement dated January 13, 2010
(Effective as of January 13, 2010)
----------------------------- -------------------------------------------- ---------------- -----------------
Fund Series & Classes Effective Date Initial Term of
of Agreement Agreement
----------------------------- -------------------------------------------- ---------------- -----------------
CASH ACCOUNT TRUST January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
Government & Agency Securities Portfolio January 13, September 30,
Share Classes: Capital Assets Fund 2010 2010
Shares, Davidson Cash Equivalent Plus
Shares, Davidson Cash Equivalent Shares,
DWS Government & Agency Money Fund, DWS
Government Cash Institutional Shares,
Government Cash Managed Shares, Premier
Money Market Shares, and Service Shares
----------------------------- -------------------------------------------- ---------------- -----------------
Money Market Portfolio January 13, September 30,
Share Classes: Capital Assets Funds 2010 2010
Preferred Shares, Capital Assets Funds
Shares, Davidson Cash Equivalent Plus
Shares, Davidson Cash Equivalent Shares,
Institutional Money Market Shares,
Institutional Select Money Market Shares,
Premier Money Market Shares, Premium
Reserve Money Market Shares, and Service Shares
----------------------------- -------------------------------------------- ---------------- -----------------
Tax-Exempt Portfolio January 13, September 30,
Share Classes: Capital Assets Funds 2010 2010
Shares, Davidson Cash Equivalent Shares,
DWS Tax-Exempt Cash Institutional Shares,
DWS Tax-Exempt Money Fund, DWS Tax-Free
Money Fund Class S, Premier Money Market
Shares, Service Shares, Tax-Exempt Cash
Managed Shares, and Tax-Free Investment
Class
----------------------------- -------------------------------------------- ---------------- -----------------
CASH RESERVE FUND, INC. January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
Prime Series January 13, September 30,
Share Classes: Prime Institutional Shares 2010 2010
and Prime Shares
----------------------------- -------------------------------------------- ---------------- -----------------
17
----------------------------- -------------------------------------------- ---------------- -----------------
Fund Series & Classes Effective Date Initial Term of
of Agreement Agreement
----------------------------- -------------------------------------------- ---------------- -----------------
DWS ADVISOR FUNDS January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Core Fixed Income Fund January 13, September 30,
2010 2010
Share Classes: Class A, Class B, Class C,
Class R, Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Diversified International Equity Fund January 13, September 30,
2010 2010
Share Classes: Class A, Class B, Class C,
Class R, Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS High Income Plus Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Lifecycle Long Range Fund January 13, September 30,
Share Classes: Class S and Institutional 2010 2010
Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Mid Cap Growth Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS RREEF Global Real Estate Securities January 13, September 30,
Fund 2010 2010
Share Classes: Class A, Class C, Class S,
and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS RREEF Real Estate Securities Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class R, Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Short Duration Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Short Duration Plus Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Short-Term Municipal Bond Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
18
----------------------------- -------------------------------------------- ---------------- -----------------
Fund Series & Classes Effective Date Initial Term of
of Agreement Agreement
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Small Cap Growth Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
NY Tax Free Money Fund January 13, September 30,
Share Classes: Investment Class and 2010 2010
Tax-Exempt New York Money Market Fund Class
----------------------------- -------------------------------------------- ---------------- -----------------
Tax Free Money Fund Investment January 13, September 30,
Share Classes: Institutional Shares and 2010 2010
Premier Shares
----------------------------- -------------------------------------------- ---------------- -----------------
DWS BALANCED FUND Share Classes: Class A, Class B, Class C, January 13, September 30,
Class S, and Institutional Class 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS BLUE CHIP FUND Share Classes: Class A, Class B, Class C, January 13, September 30,
Class S, and Institutional Class 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS COMMUNICATIONS FUND, Share Classes: Class A, Class B, Class C, January 13, September 30,
INC. and Institutional Class 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS EQUITY TRUST January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Alternative Asset Allocation Plus Fund January 13, September 30,
Share Classes: Class A, Class C, Class S, 2010 2010
and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Disciplined Long/Short Growth Fund January 13, September 30,
Share Classes: Class A, Class C, Class S, 2010 2010
and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Disciplined Market Neutral Fund January 13, September 30,
Share Classes: Class A, Class C, Class S, 2010 2010
and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Select Alternative Allocation Fund January 13, September 30,
Share Classes: Class A, Class C, Class S, 2010 2010
and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
19
----------------------------- -------------------------------------------- ---------------- -----------------
Fund Series & Classes Effective Date Initial Term of
of Agreement Agreement
----------------------------- -------------------------------------------- ---------------- -----------------
DWS GLOBAL/ INTERNATIONAL January 13, September 30,
FUND, INC. 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Emerging Markets Fixed Income Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Global Bond Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
and Class S
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Global Opportunities Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Global Thematic Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class R, Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS RREEF Global Infrastructure Fund January 13, September 30,
Share Classes: Class A, Class C, Class S, 2010 2010
and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS HIGH INCOME SERIES January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS High Income Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS INCOME TRUST January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS GNMA Fund January 13, September 30,
Share Classes: Class A, Class C, Class S, 2010 2010
and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS INSTITUTIONAL FUNDS January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
Cash Management Fund January 13, September 30,
Share Classes: Institutional Shares and 2010 2010
Prime Shares
----------------------------- -------------------------------------------- ---------------- -----------------
Cash Reserves Fund Institutional January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
20
----------------------------- -------------------------------------------- ---------------- -----------------
Fund Series & Classes Effective Date Initial Term of
of Agreement Agreement
----------------------------- -------------------------------------------- ---------------- -----------------
Daily Assets Fund Institutional January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Commodity Securities Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS EAFE Equity Index Fund January 13, September 30,
Share Class: Institutional Class 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Equity 500 Index Fund January 13, September 30,
Share Classes: Class S and Institutional 2010 2010
Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Inflation Protected Plus Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS U.S. Bond Index Fund January 13, September 30,
Share Classes: Class A, Class S, and 2010 2010
Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS INTERNATIONAL FUND, INC. January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Emerging Markets Equity Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Europe Equity Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS International Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS International Value Opportunities Fund January 13, September 30,
Share Classes: Class A, Class C, Class S, 2010 2010
and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Latin America Equity Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
and Class S
----------------------------- -------------------------------------------- ---------------- -----------------
21
----------------------------- -------------------------------------------- ---------------- -----------------
Fund Series & Classes Effective Date Initial Term of
of Agreement Agreement
----------------------------- -------------------------------------------- ---------------- -----------------
DWS INVESTMENT TRUST January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Capital Growth Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class R, Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Growth & Income Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Large Company Growth Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS S&P 500 Index Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
and Class S
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Small Cap Core Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
and Class S
----------------------------- -------------------------------------------- ---------------- -----------------
DWS INVESTMENTS VIT FUNDS January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Equity 500 Index VIP January 13, September 30,
Share Classes: Class A, Class B, and Class 2010 2010
B2
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Small Cap Index VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS MONEY FUNDS January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Money Market Prime Series January 13, September 30,
Share Classes: DWS Cash Investment Trust 2010 2010
Class A, DWS Cash Investment Trust Class
B, DWS Cash Investment Trust Class C, DWS
Cash Investment Trust Class S, and DWS
Money Market Fund
----------------------------- -------------------------------------------- ---------------- -----------------
DWS MONEY MARKET TRUST January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Money Market Series January 13, September 30,
Share Class: Institutional Class 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
22
----------------------------- -------------------------------------------- ---------------- -----------------
Fund Series & Classes Effective Date Initial Term of
of Agreement Agreement
----------------------------- -------------------------------------------- ---------------- -----------------
DWS MUNICIPAL TRUST January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Managed Municipal Bond Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Strategic High Yield Tax-Free Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS MUTUAL FUNDS, INC. January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Gold & Precious Metals Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS PORTFOLIO TRUST January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Core Plus Income Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Floating Rate Plus Fund January 13, September 30,
Share Classes: Class A, Class C, Class S, 2010 2010
and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS SECURITIES TRUST January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Climate Change Fund January 13, September 30,
Share Classes: Class A, Class C, Class S, 2010 2010
and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Health Care Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS STATE TAX-FREE INCOME January 13, September 30,
SERIES 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS California Tax-Free Income Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
and Class S
----------------------------- -------------------------------------------- ---------------- -----------------
DWS New York Tax-Free Income Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
and Class S
----------------------------- -------------------------------------------- ---------------- -----------------
23
----------------------------- -------------------------------------------- ---------------- -----------------
Fund Series & Classes Effective Date Initial Term of
of Agreement Agreement
----------------------------- -------------------------------------------- ---------------- -----------------
DWS STATE TAX-FREE TRUST January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Massachusetts Tax-Free Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
and Class S
----------------------------- -------------------------------------------- ---------------- -----------------
DWS STRATEGIC GOVERNMENT Share Classes: Class A, Class B, Class C, January 13, September 30,
SECURITIES FUND Class S, and Institutional Class 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS STRATEGIC INCOME FUND Share Classes: Class A, Class B, Class C, January 13, September 30,
and Class S 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS TARGET DATE SERIES January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS LifeCompass 2015 Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
and Class S
----------------------------- -------------------------------------------- ---------------- -----------------
DWS LifeCompass 2020 Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
and Class S
----------------------------- -------------------------------------------- ---------------- -----------------
DWS LifeCompass 2030 Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
and Class S
----------------------------- -------------------------------------------- ---------------- -----------------
DWS LifeCompass 2040 Fund January 13, September 30,
Share Classes: Class A, Class C, and 2010 2010
Class S
----------------------------- -------------------------------------------- ---------------- -----------------
DWS LifeCompass Retirement Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
and Class S
----------------------------- -------------------------------------------- ---------------- -----------------
DWS TARGET FUND January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS LifeCompass Protect 2017 Fund January 13, September 30,
Share Classes: Class A, Class C, Class S, 2010 2010
and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Target 2010 Fund January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Target 2011 Fund January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Target 2012 Fund January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
24
----------------------------- -------------------------------------------- ---------------- -----------------
Fund Series & Classes Effective Date Initial Term of
of Agreement Agreement
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Target 2013 Fund January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Target 2014 Fund January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS TAX FREE TRUST January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Intermediate Tax/AMT Free Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS TECHNOLOGY FUND Share Classes: Class A, Class B, Class C, January 13, September 30,
Class S, and Institutional Class 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS VALUE EQUITY TRUST January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS S&P 500 Plus Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class R, and Class S
----------------------------- -------------------------------------------- ---------------- -----------------
DWS VALUE SERIES, INC. January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Dreman Mid Cap Value Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Dreman Small Cap Value Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Large Cap Value Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Strategic Value Fund January 13, September 30,
Share Classes: Class A, Class B, Class C, 2010 2010
Class R, Class S, and Institutional Class
----------------------------- -------------------------------------------- ---------------- -----------------
DWS VARIABLE SERIES I January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Bond VIP January 13, September 30,
Share Class: Class A 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Capital Growth VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
25
----------------------------- -------------------------------------------- ---------------- -----------------
Fund Series & Classes Effective Date Initial Term of
of Agreement Agreement
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Global Opportunities VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Growth & Income VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Health Care VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS International VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS VARIABLE SERIES II January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Alternative Asset Allocation Plus VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Balanced VIP January 13, September 30,
Share Class: Class A 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Blue Chip VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Conservation Allocation VIP January 13, September 30,
Share Class: Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Core Fixed Income VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Diversified International Equity VIP January 13, September 30,
Share Class: Class A 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Dreman Small Mid Cap Value VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Global Thematic VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Government & Agency Securities VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
26
----------------------------- -------------------------------------------- ---------------- -----------------
Fund Series & Classes Effective Date Initial Term of
of Agreement Agreement
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Growth Allocation VIP January 13, September 30,
Share Class: Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS High Income VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Large Cap Value VIP January 13, September 30,
Share Class: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Mid Cap Growth VIP January 13, September 30,
Share Class: Class A 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Moderate Allocation VIP January 13, September 30,
Share Class: Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Money Market VIP January 13, September 30,
Share Class: Class A 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Small Cap Growth VIP January 13, September 30,
Share Class: Class A 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Strategic Income VIP January 13, September 30,
Share Class: Class A 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Strategic Value VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Technology VIP January 13, September 30,
Share Classes: Class A and Class B 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Xxxxxx Mid Cap Growth VIP January 13, September 30,
Share Class: Class A 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
INVESTORS CASH TRUST January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
DWS Variable NAV Money Fund January 13, September 30,
2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
Treasury Portfolio January 13, September 30,
Share Classes: DWS U.S. Treasury Money 2010 2010
Fund Class S, Institutional Class,
Investment Class, and Premier Money Market
Shares
----------------------------- -------------------------------------------- ---------------- -----------------
27
----------------------------- -------------------------------------------- ---------------- -----------------
Fund Series & Classes Effective Date Initial Term of
of Agreement Agreement
----------------------------- -------------------------------------------- ---------------- -----------------
TAX-EXEMPT CALIFORNIA MONEY Share Classes: Institutional Shares and January 13, September 30,
MARKET FUND Premier Shares 2010 2010
----------------------------- -------------------------------------------- ---------------- -----------------
On behalf of the above-listed entities in
Appendix A
By: /s/Xxxx Xxxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President & Secretary
DWS INVESTMENTS DISTRIBUTORS, INC.
By: /s/Xxxxxxx Xxxxx
-----------------------------------
Name: Xxxxxxx Xxxxx
Title: Director & Chief Operating Officer
By: /s/Xxxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Secretary
28
