Exhibit (m)(8)

|   | **Fund:** | **DWS Target Fund**(the                            “Fund”) |
|--------|-----------|------------------------------------------------------------------------|

|   | **Series:** | **DWS LifeCompass Protect Fund**(the “Series”) |
|--------|-------------|------------------------------------------------------------|

|   | **Class:** | **Class C (the “Class”)** |
|--------|------------|---------------------------------------|

 

 

|   | **RULE 12b-1 PLAN** |
|--------|---------------------|

 

Pursuant to the provisions of Rule 12b-1 under the Investment Company            Act of 1940 (the “Act”), this Rule 12b-1 Plan (the “Plan”) has            been adopted for the Fund, on behalf of the Series, for the Class (all as noted and            defined above) by a majority of the members of the Fund’s Board of Trustees,            including a majority of the Trustees who are not “interested persons” of            the Fund and who have no direct or indirect financial interest in the operation of the            Plan or in any agreements related to the Plan (the “Qualified Trustees”) at            a meeting called for the purpose of voting on this Plan.

 

1.         Compensation. The Fund will pay to DWS            Scudder Distributors, Inc. (“DWS-SDI”) at the end of each calendar month a            distribution services fee computed at the annual rate of 0.75 of 1% of the average            daily net assets attributable to the Class. DWS-SDI may compensate various financial            services firms appointed by DWS-SDI (“Firms”) in accordance with the            provisions of the Fund’s Underwriting and Distribution Services Agreement (the            “Distribution Agreement”) for sales of shares at the fee levels provided in            the Fund’s prospectus from time to time. DWS-SDI may pay other commissions, fees            or concessions to Firms, and may pay them to others in its discretion, in such amounts            as DWS-SDI may determine from time to time. The distribution services fee for the Class            shall be based upon the average daily net assets of the Series attributable to the            Class and such fee shall be charged only to that Class. For the month and year in which            this Plan becomes effective or terminates, there shall be an appropriate proration of            the distribution services fee set forth herein on the basis of the number of days that            the Plan, the Distribution Agreement and any agreement related to the Plan is in effect            during the month and year, respectively. The distribution services fee shall be in            addition to and shall not be reduced or offset by the amount of any contingent deferred            sales charge received by DWS-SDI.

 

2.         Additional Services. Pursuant to the terms            of a Shareholder Services Agreement (the “Services Agreement”), DWS-SDI            provides information and administrative services for the benefit of the Fund and its            shareholders. This Plan authorizes the Fund to pay DWS-SDI the administrative services            fee computed at an annual rate of up to 0.25 of 1% of the average daily net assets of            the Class, as set forth in the Services Agreement. As described in the Services            Agreement, DWS-SDI may use the administrative services fee to compensate various Firms            for providing such office space and equipment, telephone facilities, personnel or other            services as may be necessary or beneficial for providing information and services to            investors in the Fund. Such services and assistance may include, but are not limited            to, establishing and maintaining accounts and records, processing purchase and            redemption transactions, answering routine inquiries regarding the Fund and its special            features, providing assistance to investors in changing dividend and investment            options, account designations and addresses, and such other administrative services as            the Fund or DWS-SDI may reasonably request.

 

3.         Periodic Reporting. DWS-SDI shall prepare            reports for the Board of Trustees of the Fund on a quarterly basis for the Class            showing amounts paid to the various Firms pursuant to this Plan, the Services Agreement            and any other related agreement, the purpose of such expenditure, and such other            information as from time to time shall be reasonably requested by the Board of            Trustees.

 

4.         Continuance. This Plan shall continue in            effect indefinitely, provided that such continuance is approved at least annually by a            vote of a majority of the Trustees, and of the Qualified Trustees, cast in person at a            meeting called for such purpose.

 

5.         Termination. This Plan may be terminated at            any time without penalty with respect to the Class by vote of a majority of the            Qualified Trustees or by vote of the majority of the outstanding voting securities of            the Class.

 

6.         Amendment. This Plan may not be amended to            materially increase the amount payable to DWS-SDI by the Fund either for distribution            services or for services under the Services Agreement with respect to the Class without            the vote of a majority of the outstanding voting securities of the Class. All material            amendments to this Plan must in any event be approved by a vote of a majority of the            Board, and of the Qualified Trustees, cast in person at a meeting called for such            purpose.

 

7.         Selection of Non-Interested Trustees. So            long as this Plan is in effect, the selection and nomination of those Trustees who are            not interested persons of the Fund will be committed to the discretion of Trustees who            are not themselves interested persons.

 

8.         Recordkeeping. The Fund will preserve            copies of this Plan, the Distribution Agreement, the Services Agreement and all reports            made pursuant to Paragraph 3 above for a period of not less than six (6) years            from the date of this Plan, the Distribution Agreement, the Services Agreement or any            such report, as the case may be, the first two (2) years in an easily accessible            place.

 

9.         Limitation of Liability. Any obligation of            the Fund hereunder shall be binding only upon the assets of the Class and shall not be            binding on any trustee, officer, employee, agent, or shareholder of the            Fund.

 

10.       Definitions. The terms “interested            person” and “vote of a majority of the outstanding voting securities”            shall have the meanings set forth in the Act and the rules and regulations            thereunder.

 

11.       Severability; Separate Action. If any            provision of this Plan shall be held or made invalid by a court decision, rule or            otherwise, the remainder of this Plan shall not be affected thereby. Action shall be            taken separately for the Series or Class as the Act or the rules thereunder so            require.

 

 

Dated:            ___________