**Exhibit (n)(1)**

**DWS PORTFOLIO TRUST**

AMENDED AND RESTATED

MULTI-DISTRIBUTION SYSTEM PLAN

 

WHEREAS, each investment company adopting this Amended and Restated Multi-Distribution System Plan (each a “Fund”, and each Fund’s underlying portfolios, a “Series”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

 

WHEREAS, Deutsche Investment Management Americas Inc. (“DIMA”) serves as investment adviser and DWS Scudder Distributors, Inc. serves as principal underwriter for the Fund;

 

WHEREAS, the Fund has established an Amended and Restated Multi-Distribution System enabling each Series, as more fully reflected in its prospectus, to offer investors the option of purchasing shares of the Series (a) with a front-end sales load (which may vary among Series) and Rule 12b-1 Plan providing for a service fee (“Class A shares”); (b) without a front-end sales load, but subject to a contingent deferred sales charge (“CDSC”) (which may vary among Series) and a Rule 12b-1 plan providing for a distribution fee and a service fee (“Class B shares”); (c) with a front-end sales load, and subject to a CDSC (which may vary among Series) and a Rule 12b-1 Plan providing for a distribution fee and a service fee (“Class C shares”); (d) solely to certain investors, without a front-end sales load, a CDSC, a distribution fee or a service fee(“Class S shares”); and (e) solely to certain institutional and other select investors, without a front-end sales load, a CDSC, a distribution fee or a service fee (“Institutional Class shares”).

 

WHEREAS, Rule 18f-3 under the 1940 Act permits open-end management investment companies to issue multiple classes of voting stock representing interests in the same portfolio notwithstanding Sections 18(f)(1) and 18(i) under the 1940 Act if, among other things, such investment companies adopt a written plan setting forth the separate arrangement and expense allocation of each class and any related conversion features or exchange privileges;

 

NOW, THEREFORE, the Fund, wishing to be governed by Rule 18f-3 under the 1940 Act, hereby adopts this Amended and Restated Multi-Distribution System Plan, as follows, on behalf of the Series:

 

1.        Each class of shares will represent interests in the same portfolio of investments of the Series, and be identical in all respects to each other class, except as set forth below.  The only differences among the various classes of shares of the Series will relate solely to: (a) different distribution fee payments or service fee payments associated with any Rule 12b-1 Plan for a particular class of shares and any other costs relating to implementing or amending such Rule 12b-1 Plan (including obtaining shareholder approval of such Rule 12b-1 Plan or any amendment thereto) which will be borne solely by shareholders of such class; (b) different service fees; (c) different account minimums; (d) the bearing by each class of its Class Expenses, as defined in Section 2(b) below; (e) the voting rights related to any Rule 12b-1 Plan affecting aspecific class of shares; (f) separate exchange privileges; (g) different conversion features and (h) different class names and designations.

 

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