0000088053-07-001151 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 1st, 2007 • DWS Equity Partners Fund, Inc. • Maryland

AGREEMENT, dated as of July 1, 2006, and as revised April 1, 2007, among DWS Equity Partners Fund, Inc., a Maryland corporation (the “Corporation”), and Deutsche Investment Management Americas Inc., a Delaware corporation (the “Adviser”) as successor to Investment Company Capital Corp. (“ICCC”).

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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 1st, 2007 • DWS Equity Partners Fund, Inc. • Illinois

AGREEMENT dated the 1st of July, 2006, by and between DWS Equity Partners Fund, Inc., a Maryland corporation (“Fund”), and DWS SCUDDER INVESTMENTS SERVICE COMPANY, a Delaware corporation (“Service Company”).

DWS EQUITY PARTNERS FUND, INC. (Formerly Flag Investors Equity Partners Fund, Inc.)
Sub-Advisory Agreement • October 1st, 2007 • DWS Equity Partners Fund, Inc. • Maryland

THIS AGREEMENT is made as of the 4th day of June, 1999 and revised as of April 1, 2007, by and among DWS EQUITY PARTNERS FUND, INC. (Formerly Flag Investors Equity Partners Fund, Inc.), a Maryland corporation (the "Fund"), DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a Delaware corporation (the "Advisor"), as successor to INVESTMENT COMPANY CAPITAL CORP., a Maryland corporation , and ALEX. BROWN INVESTMENT MANAGEMENT, LLC, a Maryland Limited Liability Company (the "Sub-Advisor") (formerly Alex. Brown Investment Management).

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • October 1st, 2007 • DWS Equity Partners Fund, Inc. • Massachusetts
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