0000088053-11-001629 Sample Contracts

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 30th, 2011 • DWS Market Trust • Delaware

THIS EXPENSE LIMITATION AGREEMENT (“Expense Limitation Agreement”) is made as of the 1st day of October, 2007 by and between each of the funds listed on Exhibit A hereto (as may be amended from time to time), each of which is a Massachusetts business trust, a Maryland corporation or a New York trust (each, a “Fund” and collectively, the “Funds”), and DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a Delaware corporation (the “Advisor”), with respect to the following:

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Dear Financial Services Firm (“you” or “Intermediary”), As principal underwriter of the DWS Funds, we (or a predecessor firm) or our affiliate have entered into a selling group or other agreement or agreements (the "Agreement") with you to permit you,...
DWS Market Trust • November 30th, 2011

This amendment to the Agreement is entered into as of the date indicated in the signature block below, with an effective date of October 16, 2007, or such earlier date as of which you begin providing the Shareholder information described below, and includes the following provisions:

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 30th, 2011 • DWS Market Trust • Massachusetts

AGREEMENT, dated as of October 1, 2008, among DWS Market 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”), and Deutsche Investment Management Americas Inc., a Delaware corporation (the “Administrator”), effective with respect to each Fund as of the date set out with respect to such Fund on Schedule I to this Agreement, as may be amended from time to time.

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 30th, 2011 • DWS Market Trust • Massachusetts

AGREEMENT, dated as of May 1, 2008, among DWS Market 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”), and Deutsche Investment Management Americas Inc., a Delaware corporation (the “Adviser”), effective with respect to each Fund as of the date set out with respect to such Fund on Schedule I to this Agreement, as may be amended from time to time.

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 30th, 2011 • DWS Market Trust • New York

AGREEMENT made this 1st day of August, 2010 and revised as of this 29th day of April, 2011 and this 1st day of December, 2011, between Deutsche Investment Management Americas Inc. (the “Adviser” or “DIMA”) and QS Investors, LLC (the “Sub-Adviser”).

To Master Distribution Agreement dated January 13, 2010 (Effective as of December 1, 2011)
Master Distribution Agreement • November 30th, 2011 • DWS Market Trust

Fund Series & Classes Effective Date of Agreement Expiration Date of Initial Term of the Agreement CASH ACCOUNT TRUST January 13, 2010 September 30, 2010 Government & Agency Securities Portfolio Share Classes: Capital Assets Funds Shares, Davidson Cash Equivalent Plus Shares, Davidson Cash Equivalent Shares, DWS Government & Agency Money Fund, DWS Government Cash Institutional Shares, Government Cash Managed Shares, and Service Shares January 13, 2010 September 30, 2010 Money Market Portfolio Share Classes: Capital Assets Funds Preferred Shares, Capital Assets Funds Shares, Davidson Cash Equivalent Plus Shares, Davidson Cash Equivalent Shares, Premium Reserve Money Market Shares, and Service Shares January 13, 2010 September 30, 2010 Tax-Exempt Portfolio Share Classes: Capital Assets Funds Shares, Davidson Cash Equivalent Shares, DWS Tax-Exempt Cash Institutional Shares, DWS Tax-Exempt Money Fund, DWS Tax-Free Money Fund Class S, Service Shares, Tax-Exempt Cash Managed Shares, and Tax-

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