0000088053-11-000582 Sample Contracts

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 29th, 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 • April 29th, 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:

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 29th, 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 • April 29th, 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 • April 29th, 2011 • DWS Market Trust • New York

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

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2011 • DWS Market Trust • New York

AGREEMENT made this 29th day of April, 2011 between DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., as successor to Deutsche Asset Management, Inc. (the “Adviser”) and ABERDEEN ASSET MANAGEMENT INC. (the “Sub-Adviser”).

DWS MARKET TRUST AMENDED & RESTATED SHAREHOLDER SERVICES AGREEMENT FOR CLASS A, CLASS B, CLASS C, AND CLASS R SHARES
Shareholder Services Agreement • April 29th, 2011 • DWS Market Trust • Massachusetts

AGREEMENT dated this 5th day of April 2002 and revised on this 29th day of April 2011 by and between DWS Market Trust, a Massachusetts business trust (the “Fund”), and DWS INVESTMENTS DISTRIBUTORS, INC., a Delaware corporation (“DIDI”).

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