INDEMNIFICATION AND REIMBURSEMENT AGREEMENT
EXHIBIT (f)(2)
INDEMNIFICATION AND REIMBURSEMENT AGREEMENT
This Agreement, dated as of November 14, 2007, is made by and between each of the DWS Xxxxxxx Funds listed in Schedule A attached hereto (the "Funds") and Deutsche Investment Management Americas Inc. ("DIMA").
WHEREAS, the Funds have entered into Retirement Agreements of even date herewith with their Independent Directors listed in Schedule B attached hereto, for the purpose of facilitating the creation of a unified board structure where the board members of the Funds and of the other DWS Xxxxxxx Funds would be primarily the same individuals (the "Consolidated Board"); 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 to reimburse the Funds for all costs of the retirement benefit granted by the Funds to the Independent Directors under the terms of the aforesaid Retirement Agreements and to provide certain further 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. Reimbursement of Costs. DIMA shall reimburse the Funds promptly upon payment for the cost of the retirement benefits provided to the Independent Directors under the terms of the aforesaid Retirement Agreements.
2. Existing Indemnification Agreements. DIMA agrees that the retirement of the Independent Directors under the terms of the aforesaid Retirement Agreements shall in no way affect or diminish the contractual rights of indemnification that the Independent Directors may have at the time under any agreement of indemnification between an Independent Director and DIMA, including without limitation agreements of indemnification currently in effect with respect to matters related to market timing and matters related to merged or liquidated funds. Upon request made by any Independent Director, DIMA agrees to execute a separate instrument confirming the existence and continuation of any such agreement of indemnification.
3. Maintenance of Minimum Insurance Coverage. In the event that the Consolidated Board determines to reduce insurance coverage below the minimum levels stated in the aforesaid Retirement Agreements, then DIMA at its expense will purchase excess insurance coverage for the benefit of the Independent Directors sufficient to maintain such minimum coverage levels in place for the duration of the period specified in the aforesaid Retirement Agreements, provided that in the event that such excess coverage is not available in the marketplace on commercially reasonable terms from a conventional third-party insurer, DIMA (or an affiliate of DIMA) may, at DIMA's discretion and in lieu of purchasing such excess insurance coverage, elect instead to provide the Independent Directors substantially equivalent protection in the form of a written indemnity or financial guaranty reasonably acceptable to each such Independent Director.
4. Enforcement by Independent Directors. This Agreement is made for the benefit of the Funds and the Independent Directors, respectively, and may be enforced by any of them directly against DIMA to the extent that their interests are adversely affected by any breach by DIMA of its obligations hereunder. DIMA shall reimburse all reasonable attorney fees, costs, and expenses that an Independent Director incurs in connection with any demand, action, or proceeding to enforce this Agreement directly against DIMA.
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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DEUTSCHE INVESTMENT MANAGEMENT AMERICAS
INC. |
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 VALUE SERIES, INC.
INVESTORS CASH TRUST
TAX-EXEMPT CALIFORNIA MONEY MARKET FUND
Schedule B
Xxxxxx X. Xxxxxxx
Xxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxx
