Exhibit (h)(23)
FORM OF
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT, dated as of June 1, 2006, among DWS Value Equity Trust, a
Massachusetts business trust (the "Trust"), on its own behalf and on behalf of
each of the Funds listed on Schedule I to this Agreement (each a "Fund" and
together, the "Funds"), as may be amended from time to time, and Deutsche
Investment Management Americas, Inc., a Delaware corporation (the
"Administrator").
WHEREAS, the Trust is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and
WHEREAS, the Trust desires to retain the Administrator and its
permitted designees to provide certain administrative and fund accounting (the
"Services") to the Trust and the Funds on the terms set out in this Agreement,
and the Administrator and its designees are willing to provide the Services to
the Trust and each Fund on the terms set out in this Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants
contained in this Agreement, the Trust, each Fund, and the Administrator agree
as follows:
1. Appointment and Services.
(a) The Trust appoints the Administrator to provide the
administrative services set out in Appendix A to this Agreement (the
"Administrative Services") for the benefit of the Trust and the Funds.
The Administrator accepts its appointment and agrees to provide the
Administrative Services for the compensation set out in this Agreement.
(b) The Trust appoints the Administrator to provide the fund
accounting services set out in Appendix B to this Agreement (the "Fund
Accounting Services") for the benefit of the Trust and the Funds. The
Administrator accepts its appointment and agrees to provide the Fund
Accounting Services for the compensation set out in this Agreement.
2. Fees.
(a) For all Administrative Services and Fund Accounting
Services provided under this Agreement, the Administrator will be
compensated as set out on Appendix C.
(b) The Administrator may from time to time agree not to
impose all or a portion of its fee otherwise payable under this
Agreement and/or undertake to pay or reimburse the Trust for all or a
portion of its expenses not otherwise required to be paid by or
reimbursed by the Administrator. Unless otherwise agreed, any fee
reduction or undertaking may be discontinued or modified by the
Administrator at any time. For the month and year in which this
Agreement becomes effective or terminates, there will be an appropriate
pro ration of any fee based on the number of days that the Agreement is
in effect during such month and year, respectively.
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(c) The Administrator will not be required to pay expenses of
any activity which is primarily intended to result in the sale of
shares of a Fund if and to the extent that (i) such expenses are
required to be borne by a principal underwriter which acts as the
distributor of a Fund's shares pursuant to an underwriting agreement
which provides that the underwriter shall assume some or all of such
expenses, or (ii) the Trust on behalf of a Fund will have adopted a
plan in conformity with Rule 12b-1 under the Investment Company Act
providing that a Fund (or some other party) will assume some or all of
such expenses. The payment of any fees pursuant to a Plan, for each
class, is subject to and contingent upon, the continued effectiveness
of a duly adopted Plan authorizing the payment for such class.
3. Expenses.
(a) Except as otherwise provided in this Agreement, the
Administrator will pay all costs it incurs in connection with the
performance of its duties under this Agreement. The Administrator will
pay the compensation and expenses of all of its personnel and will make
available, without expense to the Trust, the services of its officers
and employees as may duly be elected officers or Trustees of the Trust,
subject to their individual consent to serve and to any limitations
imposed by law.
(b) The Administrator will not be required to pay any expenses
of the Trust other than those specifically allocated to the
Administrator in this Agreement. In particular, but without limiting
the generality of the previous sentence, the Administrator will not be
required to pay the following Trust expenses: (i) organization expenses
of a Fund (including out-of-pocket expenses, but not including the
Administrator's overhead or employee costs); (ii) fees payable to the
Adviser and to any other advisors or consultants of a Fund; (iii)
except as otherwise agreed with the Board of Trustees, fees and
expenses incurred by the Trust in connection with membership in
investment company organizations; (iv) payment for portfolio pricing or
valuation services to pricing agents, accountants, bankers and other
specialists, if any; (v) outside legal, accounting or auditing
expenses; (vi) interest, insurance premiums, taxes or governmental
fees; (vii) litigation and indemnification expenses and other
extraordinary expenses not incurred in the ordinary course of the
Trust's business; (viii) the expenses of and fees for registering or
qualifying shares of the Trust for sale and of maintaining the
registration of the Trust and registering the Trust as a broker or a
dealer, if applicable; (ix) the compensation and all expenses
(specifically including travel expenses relating to Trust business) of
Trustees, officers and employees of the Trust who are not affiliated
persons of the Administrator; (x) expenses of printing, preparing,
edgarizing, mailing and filing Prospectuses (each a "Prospectus") and
Statements of Additional Information (each, an "SAI") of a Fund, any
supplements thereto, and any other regulatory filings for the Trust or
a Fund; (xi) any direct charges to shareholders approved by the Board
of Trustees; (xii) costs of shareholders' and other meetings; (xiii)
costs in connection with the tabulation of proxies; (xiv) costs
incurred in connection with registering with the Public Company
Accounting Oversight Board; (xv) transfer agency and custodian
expenses; and (xvi) record-keeping and record retrieval costs
associated with compliance under the Investment Company Act.
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4. Delegation.
(a) The Administrator, upon prior notice to the Trust and in
compliance with applicable law, may delegate any of the Services, or
adjust any prior delegation, to any other person or persons that the
Administrator controls, is controlled by, or is under common control
with, or to specified employees of any such persons, to the extent
permitted by applicable law.
(b) Subject to prior approval of a majority of the members of
a Fund's Board of Trustees, including a majority of the Trustees who
are not "interested persons," and, to the extent required by applicable
law, by the shareholders of a Fund, the Administrator, upon prior
consent of the Trust and in compliance with applicable law, may
delegate or outsource any of the Services, or adjust any prior
delegation or outsourcing, to any other person or persons unaffiliated
with the Administrator or to specified employees of any such persons,
to the extent permitted by applicable law.
(c) Notwithstanding any delegation under clauses (a) or (b) of
this Section 4, the Administrator will continue to supervise the
Services provided by such persons or employees and any delegation will
not relieve the Administrator of any of its obligations under this
Agreement.
5. Indemnification.
(a) The Administrator will exercise reasonable care and
diligence in the performance of its duties under this Agreement.
(b) As an inducement to the Administrator undertaking to
provide services to Trust and each Fund pursuant to this Agreement, the
Trust and each Fund agrees that the Administrator will not be liable
under this Agreement for any error of judgment or mistake of law or for
any loss suffered by the Trust or a Fund in connection with the matters
to which this Agreement relates, provided that nothing in this
Agreement will be deemed to protect or purport to protect the
Administrator against any liability to the Trust, a Fund or its
shareholders to which the Administrator would otherwise be subject by
reason of willful misfeasance, bad faith or negligence in the
performance of its duties, or by reason of its reckless disregard of
its obligations and duties under this Agreement.
(c) At any time the Administrator may apply to any officer of
a Fund for instructions, and may consult with legal counsel for a Fund,
at the expense of the Fund, with respect to any matter arising in
connection with this Agreement; and it will not be liable for any
action taken or omitted by it in good faith in reliance upon such
instructions or upon the advice of such counsel. The Administrator is
authorized to act on the orders, directions or instructions of such
persons as the Board of Trustees from time to time designates by
resolution. The Administrator will be protected in acting upon any
paper or document, including any orders, directions or instructions,
reasonably believed by it to be genuine and to have been signed by the
proper person or persons; and the Administrator will not be held to
have notice of any change of authority of any person so authorized by a
Fund until receipt of written notice from the Fund.
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(d) In carrying out the Fund Accounting Services under this
Agreement the Administrator will be entitled to receive, and may rely
upon, information furnished it by means of Proper Instructions (as
defined below), including but not limited to: (i) the manner and amount
of accrual of expenses to be recorded on the books of each Fund; (ii)
the source of quotations to be used for securities as may not be
available through the Administrator's normal pricing services; (iii)
the value to be assigned to any asset for which no price quotations are
readily available; (iv) if applicable, the manner of computation of the
public offering price and other computations as may be necessary; (v)
transactions in portfolio securities; (vi) transactions in capital
shares; and (vii) information received from any third party transfer
agent of a Fund.
"Proper Instructions" means any certificate, letter or other
instrument or telephone call reasonably believed by the Administrator
to be genuine and to have been properly made or signed by any
authorized officer of a Fund or person reasonably believed by the
Administrator as being authorized by the Board of Trustees of a Fund.
Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices as from time to time
agreed to by an authorized officer of a Fund and the Administrator.
6. Term and Termination.
(a) This Agreement will remain in force until September 30,
2006 and continue in force from year to year thereafter, but only so
long as such continuance is specifically approved at least annually by
the vote of a majority of the Trustees who are not parties to this
Agreement or "interested persons" of any party to this Agreement.
(b) This Agreement will automatically terminate in the event
of its assignment. Either party to this Agreement may terminate this
Agreement or any Service under this Agreement without penalty by an
instrument in writing delivered or mailed to the other party. A Fund
may effect a termination under this Agreement by a vote of (i) a
majority of the Trustees of the Fund who are not interested persons of
the Fund and who have no direct or indirect financial interest in the
operation of this Agreement or in any other agreement related to this
Agreement or (ii) a majority of the outstanding voting securities of
the Fund. Any termination under this Section will take effect not
sooner than sixty (60) days after the date of delivery or mailing of
such notice of termination, unless a Fund terminates this Agreement or
Service under this Agreement due to a material failure of the
Administrator to fulfill its obligations under this Agreement or with
respect to the Service, in which case the termination will take effect
immediately. Upon termination, the Administrator (or any designee of
the Administrator) will turn over to the Trust or its designee, and
cease to be obligated to retain in the Administrator's files, any and
all records pertaining to the terminated Services under this Agreement;
provided, however, the Administrator (or its designee) in its
discretion may make and retain copies of any and all such records and
documents that it determines appropriate or for its protection.
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7. Amendment. This Agreement, including any Schedule or Appendix to
this Agreement, may be amended at any time by mutual agreement of the parties.
8. Services Not Exclusive. The Administrator's services pursuant to
this Agreement are not exclusive, and it is understood that the Administrator
may perform similar services for other persons. In acting under this Agreement,
the Administrator will be an independent contractor and not an agent of the
Trust or the Funds. The Administrator and its affiliates, by separate agreement
with the Trust or a Fund, may also serve the Trust or a Fund in other
capacities.
9. Other Interests. It is understood that the Trustees and Officers of
the Trust and the shareholders of the Funds are or may be or become interested
in the Administrator or its affiliates as directors, officers, employees,
shareholders or otherwise and that directors, officers, employees and
shareholders of the Administrator and its affiliates are or may be or become
similarly interested in the Funds, and that the Administrator and its affiliates
may be or become interested in the Funds as shareholder or otherwise. It is also
understood that directors, officers, employees and shareholders of the
Administrator and its affiliates may be or become interested (as directors,
officers, employees, shareholders or otherwise) in other companies or entities
(including but not limited to, other investment companies) controlling,
controlled by or under common control with the Administrator, its affiliates or
subsidiaries or which the Administrator, its affiliates or subsidiaries may in
the future organize, sponsor or acquire, or with which they may merge or
consolidate.
10. Limited Recourse.
(a) With respect to any claim by the Administrator for
recovery of that portion of any fees or reimbursable expenses (or any
other liability of a Fund arising under this Agreement) related to a
particular series and class of a Fund, whether in accordance with the
express terms of this Agreement or otherwise, the Administrator will
have recourse solely against the assets of that series and class to
satisfy the claim and will have no recourse against the assets of any
other series and class of any Fund.
(b) The Trust's Declaration of Trust, as amended from
time-to-time (the "Declaration"), a copy of which, together with all
amendments thereto, is on file in the Office of the Secretary of The
Commonwealth of Massachusetts, provides that the name "DWS Value Equity
Trust" refers to the Trustees under the Declaration collectively as
Trustees and not as individuals or personally, and that no shareholder
of a Fund, or Trustee, officer, employee, or agent of the Trust, will
be subject to claims against or obligations of the Trust or of the Fund
to any extent whatsoever, but that the Trust estate only will be
liable.
(c) The Administrator is hereby expressly put on notice of the
limitation of liability as set forth in the Declaration and it agrees
that the obligations assumed by the Trust on behalf of each Fund
pursuant to this Agreement will be limited in all cases to a Fund and
its assets, and it will not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Fund or any other
series of the Trust, or from any Trustee, officer, employee or agent of
the Trust. The Administrator understands that the
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rights and obligations of each Fund, or series, under the Declaration
are separate and distinct from those of any and all other series.
11. Internal Controls. The Administrator will maintain sufficient
policies and procedures to reasonably ensure its ability to perform the services
under this Agreement, and will monitor compliance with its policies and
procedures.
12. Miscellaneous.
(a) The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.
(b) In interpreting the provisions of this Agreement, the
definitions under the Investment Company Act (particularly the
definitions of "interested person," "affiliated person," "assignment"
and "majority of the outstanding voting securities") will be applied,
subject, however, to such exemptions as may be granted by the SEC by
any rule, regulation, or order.
(c) In connection with the operation of this Agreement, the
Trust and the Administrator may agree from time to time on
interpretations of or in addition to the provisions of this Agreement
as in their joint opinions may be consistent with this Agreement. Any
such interpretive or additional provisions will be in writing, signed
by both parties and annexed, but no such provisions will be deemed to
be an amendment of this Agreement.
(d) If the Administrator is prevented from complying, either
totally or in part, with any of the terms or provisions of this
Agreement, by reason of fire, flood, storm, strike, lockout or other
labor trouble, riot, war, rebellion, accidents, acts of God, acts of
terrorism, equipment, utility or transmission failure or damage, and/or
any other cause or casualty beyond the reasonable control of the
Administrator, whether similar to the foregoing matters or not, then,
upon written notice to a Fund, the requirements of this Agreement that
are affected by such disability, to the extent so affected, will be
suspended during the period of such disability; provided, however, that
the Administrator will make reasonable effort to remove such disability
as soon as possible.
(e) This Agreement will be governed and construed in
accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely in that jurisdiction,
without regard to that jurisdiction's conflict of laws provisions,
provided that nothing in this Agreement will be construed in a manner
inconsistent with the Investment Company Act, or in a manner which
would cause a Fund to fail to comply with the requirements of
Subchapter M of the Internal Revenue Code of 1986, as amended.
(f) This Agreement constitutes the entire agreement between
the parties concerning the subject matter, and supersedes any and all
prior understandings.
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(g) If any provision of this Agreement is held or made invalid
by a court decision, statute, rule or otherwise, the remainder will not
be affected.
(i) Any notice required under this Agreement will be
sufficiently given when delivered or mailed to the other party at the
address of such party set out below or to such other persons or at such
address as such party may from time to time specify in writing to the
other party.
If to Trust: Xxxx Xxxxxxxx
DWS Value Equity Trust
Two International Place, 00xx Xxxxx
Xxxxxx, XX 00000-0000
If to Administrator: Xxxxxxx Xxxxx
Deutsche Investment Management Americas, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
(j) Except as otherwise provided in this Agreement or as
required by law, the Administrator will keep confidential all records
of and information in its possession relating to the Trust, and or its
shareholders or shareholder accounts and will not disseminate those
records and information except at the request of or with the consent of
a Fund.
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IN WITNESS WHEREOF, the Trust and the Administrator have caused this Agreement
to be executed as of the day and year first above written.
DWS Value Equity Trust
By: ____________________________
Name: Xxxx Xxxxxxxx
Title: Vice President & Secretary
DWS Value Equity Trust, on
behalf of the Funds set out on Schedule I
By: ____________________________
Name: Xxxx Xxxxxxxx
Title: Vice President & Secretary
Deutsche Investment Management Americas, Inc.
By: ______________________________
Name: Xxxxxxx Xxxxx
Title: Chief Operating Officer
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SCHEDULE I
FUNDS
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Fund Effective Date of this
Agreement
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DWS Enhanced S&P 500 Index Fund June 1, 2006
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DWS Equity Income Fund July 1, 2006
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APPENDIX A
ADMINISTRATIVE SERVICES
Services
--------
Subject to the oversight and control of the Trustees of the Trust, the
Administrator will manage, supervise and conduct all business and affairs of the
Trust in connection with its operation as an open-end fund, other than those
governed by the Investment Management Agreement or otherwise provided by other
parties, including without limitation:
1. provide the Trust with personnel as are reasonably
necessary to perform the Services;
2. arrange for the preparation and filing for the Trust of all
required tax returns;
3. (a) the preparation and submission of reports and meeting
materials to the Board of Trustees and to existing shareholders and (b)
prepare and file the periodic updating of the Trust's prospectus and
statement of additional information and the prepare and file any
currently required or to be required reports filed with the Securities
and Exchange Commission and other regulatory and self-regulatory
authorities including, but not limited to, preliminary and definitive
proxy materials, post-effective amendments to the Registration
Statement, semi-annual reports on Form N-SAR, Form N-CSR, Form N-Q, and
notices pursuant to Rule 24f-2 under the Investment Company Act;
4. maintain all of the Trust's records as required by the
Investment Company Act, except for those records to be maintained by
the investment adviser under the Investment Management Agreement or by
another party under any other agreement with the Trust;
5. provide the Trust with adequate office space and all
necessary office equipment and services, including but not limited to
telephone service, heat, utilities, stationary supplies and similar
items;
6. supervise, negotiate contractual arrangements with (to the
extent appropriate) and monitor the performance of, third party
accounting agents, custodians, depositories, transfer agents, pricing
agents, independent accountants and auditors, attorneys, printers,
insurers and other persons in any capacity deemed to be necessary or
desirable to Trust or Fund operations;
7. oversee the tabulation of proxies;
8. monitor the valuation of portfolio securities and monitor
compliance with board-approved valuation procedures;
9. assist in establishing the accounting and tax policies of
each Fund;
10. assist in the resolution of accounting issues that may
arise with respect to each Fund's operations and consulting with each
Fund's independent accountants, legal counsel and each Fund's other
agents as necessary in connection therewith;
11. establish and monitor each Fund's operating expense
budgets;
12. review each Fund's bills and process the payment of bills
that have been approved by an authorized person of the applicable Fund;
13. assist each Fund in determining the amount of dividends
and distributions available to be paid by each Fund to its
shareholders, preparing and arranging for the printing of dividend
notices to shareholders, and providing the transfer agent and the
custodian with the information that is required for those parties to
effect the payment of dividends and distributions;
14. provide to the Trust's Board of Trustees periodic and
special reports as the Board may reasonably request, including but not
limited to reports concerning the services of the administrator,
custodian, shareholder service and transfer agents;
15. provide assistance with investor and public relations
matters;
16. monitor the registration of shares under applicable
federal and state securities law; and
17. otherwise assist the Trust as it may reasonably request in
the conduct of each Fund's business.
APPENDIX B
FUND ACCOUNTING SERVICES
Services
--------
Subject to the general supervision of the Board of Trustees of the Trust, the
Administrator will provide the following fund accounting services to the Trust:
1. Maintain and preserve all accounts, books, financial
records and other documents as are required of each Fund under Section
31 of the Investment Company Act and Rules 31a-1, 31a-2 and 31a-3 under
the Investment Company Act, applicable federal and state laws and any
other law or administrative rules or procedures which may be applicable
to a Fund, other than (a) those accounts, books and financial records
required to be maintained by a Fund's custodian or (b) transfer agent
and/or books and records maintained by all other service providers
necessary for a Fund to conduct its business as a registered open-end
management investment company. All such books and records shall be the
property of the applicable Fund and will at all times during regular
business hours be open for inspection by, and will be surrendered
promptly upon request of, duly authorized officers of the Fund. All
such books and records will at all times during regular business hours
be open for inspection, upon request of duly authorized officers of the
applicable Fund, by employees or agents of the applicable Fund and
employees and agents of the Securities and Exchange Commission.
2. Record the current day's trading activity and other proper
bookkeeping entries as are necessary for determining that day's net
asset value and net income.
3. Maintain records in accordance with generally accepted
accounting principles to the extent required under applicable law.
4. Calculate performance for each Fund, including the total
return yield, the SEC yield and the distribution yield.
5. Render statements or copies of records as from time to time
are reasonably requested by a Fund.
6. Facilitate audits of accounts by a Fund's independent
public accountants or by any other auditors employed or engaged by a
Fund or by any regulatory body with jurisdiction over the applicable
Fund.
7. Compute each Fund's net asset value per share, and, if
applicable, its public offering price and/or its daily dividend rates
and money market yields, in accordance with this Agreement and notify
the applicable Fund and any other persons as that Fund may reasonably
request of the net asset value per share, the public offering price
and/or its daily dividend rates and money market yields. In connection
with the computation:
(i) The Administrator will compute each Fund's net asset
value, including net income, in a manner consistent with
the specific provisions
of the Registration Statement. The computation will be
made as of the time or times specified in each Fund's
Registration Statement.
(ii) The Administrator will compute the daily dividend
rates and money market yields, if applicable, in
accordance with the methodology set out in each Fund's
Registration Statement.
(iii) For purposes of valuing the securities of a Fund,
securities will be valued in accordance with (a) that
Fund's Registration Statement; (b) the resolutions of
the Board of Trustees of each Fund at the time in force
and applicable, as they may from time to time be
delivered to the Administrator, and (c) Proper
Instructions from the officers of each Fund or other
persons as are from time to time authorized by the Board
of Trustees of the applicable Fund to give instructions
with respect to computation and determination of the net
asset value. The Administrator may use one or more
external pricing services, including broker-dealers,
provided that an appropriate officer of the applicable
Fund will have approved such use in advance.
APPENDIX C
ADMINISTRATIVE SERVICES AND FUND ACCOUNTING SERVICES FEE SCHEDULE
The Trust on behalf of each Fund will pay the Administrator in United States
Dollars following the last day of each month the unpaid balance of a fee equal
to the sum of all the daily management accruals from the previous month. The
daily management accrual is calculated on a daily basis by multiplying a Fund's
prior day's net assets by 0.100% and dividing that product by the number of days
in that year. The Administrator will be entitled to receive during any month
such interim payments of its fee under this Agreement as it will request,
provided that no such payment will exceed 75 percent of the amount of its fee
then accrued on the books of a Fund and unpaid.
The "average daily net assets" of each Fund will mean the average of the values
placed on the Fund's net assets as of 4:00 p.m. (New York time) on each day on
which the net asset value of the Fund is determined consistent with the
provisions of Rule 22c-1 under the Investment Company Act or, if the Fund
lawfully determines the value of its net assets as of some other time on each
business day, as of such time. The value of the net assets of each Fund will
always be determined pursuant to the applicable provisions of the Trust's
Declaration, as amended from time-to-time and the Registration Statement. If the
determination of net asset value for a Fund does not take place for any
particular day, then for the purposes of this Agreement, the value of the net
assets of the Fund as last determined will be deemed to be the value of its net
assets as of 4:00 p.m. (New York time), or as of such other time as the value of
the net assets of the Fund's portfolio may be lawfully determined on that day.
If a Fund determines the value of the net assets of its portfolio more than once
on any day, then the last such determination thereof on that day will be deemed
to be the sole determination thereof on that day for the purposes of this
Agreement.
