DWS Portfolio Trust Sample Contracts

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SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • October 3rd, 1997 • Scudder Portfolio Trust/ • California
EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 28th, 2015 • Deutsche Portfolio 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:

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,...
Amendment to Selling Group Agreement • August 1st, 2014 • DWS Portfolio Trust

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:

Contract
Administrative Services Agreement • September 26th, 2022 • Deutsche DWS Portfolio Trust • Massachusetts

Certain identified information has been excluded from this exhibit because it is not material and would likely cause competitive harm to the Registrant if publicly disclosed.

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 24th, 2024 • Deutsche DWS Portfolio Trust

AGREEMENT, dated as of June 1, 2006, and revised as of October 30, 2017, October 1, 2019, and October 1, 2024, respectively, among Deutsche DWS Portfolio 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 DWS 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.

Dear Financial Services Firm (“you” or “Intermediary”), As principal underwriter of the Deutsche 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...
Amendment to Selling Group Agreement • April 27th, 2018 • Deutsche Portfolio Trust

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:

Exhibit 9(a)(1) TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 3rd, 1997 • Scudder Portfolio Trust/ • Massachusetts
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,...
Amendment to Selling Group Agreement • September 29th, 2010 • DWS Portfolio Trust

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:

WITNESSETH:
Subcustodian Agreement • October 3rd, 1997 • Scudder Portfolio Trust/ • Massachusetts
SELLING GROUP AGREEMENT – DWS Distributors, Inc.
Selling Group Agreement • September 27th, 2018 • Deutsche DWS Portfolio Trust • Illinois

As principal underwriter and distributor, we invite you to join a Selling Group for the distribution of Shares (as defined below) of the DWS Funds (“Funds”), subject to the terms of this Selling Group Agreement (“Agreement”). For purposes of this Agreement, the Funds shall include Class A, Class C, Class R, Class R6, Class S, Class T, Institutional Class, and Investment Class shares of the Funds and such additional classes as we may from time to time specify by supplement hereto (the “Shares”). In our capacity as exclusive agent of each Fund, we offer to sell to you Shares of the Funds subject to the following terms:

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • March 2nd, 2009 • DWS Portfolio Trust • Massachusetts

This Agreement is made as of November 17, 2008, between EACH REGISTERED INVESTMENT COMPANY IDENTIFIED ON APPENDIX A HERETO (each such registered investment company, and each registered investment company made subject to this Agreement in accordance with Section 18 below, referred to as the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 2nd, 2010 • DWS Portfolio Trust • New York

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

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 2nd, 2009 • DWS Portfolio 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:

Exhibit 77.o
Rule 10f-3 Acquisition of Securities From an Affiliate • March 31st, 2003 • Scudder Portfolio Trust/
Contract
Master Distribution Agreement • September 30th, 2014 • Deutsche Portfolio Trust
SUB-ADMINISTRATION AND SUB-ACCOUNTING AGREEMENT
Sub-Administration and Sub-Accounting Agreement • April 28th, 2015 • Deutsche Portfolio Trust • Massachusetts

By its execution of the Sub-Administration and Sub-Accounting Agreement, the Customer accepts responsibility for its and its Authorized Designees’ compliance with the terms of this Addendum.

Contract
Master Distribution Agreement • September 26th, 2013 • DWS Portfolio Trust
Deutsche Investment Management Americas Inc. 345 Park Avenue New York, New York 10154-0010
Research and Advisory Agreement • March 1st, 2004 • Scudder Portfolio Trust/ • New York
AMENDMENT TO THE AGENCY AGREEMENT
Agency Agreement • September 28th, 2016 • Deutsche Portfolio Trust

This AMENDMENT NO. 1 is made as of July 13, 2016 to that certain AGENCY AGREEMENT (together with the exhibits attached here and thereto, this “Agreement”), dated the 1st day of April, 2007 by and between DEUTSCHE PORTFOLIO TRUST (formerly known as DWS Portfolio Trust) (the “Fund”) and DEUTSCHE AM SERVICE COMPANY (formerly known as DWS Scudder Investments Service Company), a Delaware corporation (the “Service Company”).

APPENDIX A To Master Distribution Agreement dated January 13, 2010 (As amended December 1, 2013)
Master Distribution Agreement • April 29th, 2014 • DWS Portfolio Trust

Fund Series & Classes Effective Date of Agreement Expiration Date of Initial Term of the Agreement CASH ACCOUNT TRUST 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: 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-Free Investment Class January 13, 2010 September 30, 2010 CASH RESERVE FUND, INC. Prime Series S

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