0000088053-07-000710 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • June 22nd, 2007 • DWS Portfolio Trust • Massachusetts

AGREEMENT, dated as of June 1, 2006, among 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 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.

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Scudder Portfolio Trust Two International Place Boston, Massachusetts 02110-4103
Underwriting Agreement • June 22nd, 2007 • DWS Portfolio Trust
UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT
Underwriting and Distribution Services Agreement • June 22nd, 2007 • DWS Portfolio Trust • Massachusetts

AGREEMENT made this 5th day of April, 2002 between SCUDDER PORTFOLIO TRUST, a Massachusetts business trust (the “Fund”), and SCUDDER DISTRIBUTORS, INC., a Delaware corporation (“SDI”).

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