**UNDERWRITING AND DISTRIBUTION SERVICES AGREEMENT**

 

AGREEMENT made this 5th day of April, 2002 and revised as of June 24, 2008 between DWS GLOBAL/INTERNATIONAL FUND, INC., a Maryland corporation (the “Fund”), and DWS SCUDDER DISTRIBUTORS, INC., a Delaware corporation (“DWS - SDI”).

 

In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

 

1.  The Fund hereby appoints DWS-SDI to act as principal underwriter of the Class A, Class B, Class C, Institutional Class and Class R shares of beneficial interest, as applicable, (hereinafter called “shares”) of the Fund in jurisdictions wherein shares of the Fund may legally be offered for sale; provided, however, that the Fund in its absolute discretion may (a) issue or sell shares directly to holders of shares of the Fund upon such terms and conditions and for such consideration, if any, as it may determine, whether in connection with the distribution of subscription or purchase rights, the payment or reinvestment of dividends or distributions, or otherwise; (b) issue or sell shares at net asset value to the shareholders of any other investment company, for which DWS-SDI shall act as exclusive distributor, who wish to exchange all or a portion of their investment in shares of such otherinvestment company for shares of the Fund; or (c) issue shares in connection with the merger or consolidation of any other investment company with the Fund or the Fund’s acquisition, by purchase or otherwise, of all or substantially all of the assets of any other investment company or all or substantially all of the outstanding shares of any such company.  DWS-SDI shall appoint various financial service firms (“Firms”) to provide distribution services to investors. The Firms shall provide such office space and equipment, telephone facilities, personnel, literature distribution, advertising and promotion as is necessary or beneficial for providing information and distribution services to existing and potential clients of the Firms. DWS-SDI may also provide some of the above services for the Fund.

 

DWS-SDI accepts such appointment as distributor and principal underwriter and agrees to render such services and to assume the obligations herein set forth for the compensation herein provided. DWS-SDI shall for all purposes herein provided be deemed to be an independent contractor and, unless expressly provided herein or otherwise authorized, shall have no authority to act for or represent the Fund in any way. DWS-SDI, by separate agreement with the Fund, may also serve the Fund in other capacities. The services of DWS-SDI to the Fund under this Agreement are not to be deemed exclusive, and DWS-SDI shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.

 

In carrying out its duties and responsibilities hereunder, DWS-SDI will, pursuant to separate written contracts, appoint various Firms to provide advertising, promotion and other distribution services contemplated hereunder directly to or for the benefit of existing and potential shareholders who may be clients of such Firms. Such Firms shall at all times be deemed to be independent contractors retained by DWS-SDI and not the Fund.

 

 

 

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