0000088053-09-001028 Sample Contracts

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • September 18th, 2009 • Investors Cash Trust • Massachusetts

AGREEMENT, dated as of October 1, 2008 among Investors Cash 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.

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 18th, 2009 • Investors Cash Trust • Massachusetts

AGREEMENT, dated as of May 1, 2008 among Investors Cash 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.

FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • September 18th, 2009 • Investors Cash Trust • Massachusetts

THIS AGREEMENT is made as of the __ day of _______, 2009, by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the Commonwealth of Massachusetts having its principal office and place of business at One Lincoln Center, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and Investors Cash Trust, a Massachusetts business trust having its principal office and place of business at 345 Park Avenue, New York, N.Y. 10154 (the “Trust”), on behalf of DWS Central Cash Management Fund (the “Portfolio”).

Re: Exclusive Placement Agent Agreement
Exclusive Placement Agent Agreement • September 18th, 2009 • Investors Cash Trust

This is to confirm that, in consideration of the agreements hereinafter contained, Investors Cash Trust (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and organized as a business trust under the laws of The Commonwealth of Massachusetts, on behalf of its series, Central Cash Management Fund (the “Fund”), has agreed that DWS Investments Distributors, Inc., a Delaware corporation (“DIDI”), shall be the exclusive placement agent (the “Exclusive Placement Agent”) of shares of beneficial interest (“Shares”) of the Fund.

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