Exhibit        (h)(x)

ADMINISTRATIVE SERVICES AGREEMENT

AGREEMENT, dated as of April 11, 2007, between DWS Value Series, Inc., a        Maryland corporation (the “Corporation”), on its own behalf and on behalf of        its series, DWS Large Cap Value Fund (the “Fund”), and Deutsche Investment        Management Americas Inc., a Delaware corporation (the “Administrator”),        effective with respect to the 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.

WHEREAS, the Corporation is engaged in business as an open-end investment        company registered under the Investment Company Act of 1940, as amended (the        “Investment Company Act”); and

WHEREAS, the Corporation desires to retain the Administrator and its        permitted designees to provide certain administrative and fund accounting services (the        “Services”) to the Corporation and the Fund on the terms set out in this        Agreement, and the Administrator and its designees are willing to provide the Services to        the Fund on the terms set out in this Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants contained        in this Agreement, the Corporation and the Administrator agree as follows:

|   | 1. | *Appointment and                        Services*. |
|--------|----|----------------------------------------------------|

(a)       The Corporation appoints the        Administrator to provide the administrative services set out in Appendix A to this        Agreement (the “Administrative Services”) for the benefit of the Fund. The        Administrator accepts its appointment and agrees to provide the Administrative Services for        the compensation set out in this Agreement.

(b)       The Corporation appoints the        Administrator to provide the fund accounting services set out in Appendix B to this        Agreement (the “Fund Accounting Services”) for the benefit of the Fund. The        Administrator accepts its appointment and agrees to provide the Fund Accounting Services        for the compensation set out in this Agreement.

|   | 2. | *Fees*. |
|--------|----|---------|

(a)       For all Administrative Services        and Fund Accounting Services provided under this Agreement, the Administrator will be        compensated as set out on Appendix C.

(b)       The Administrator may from time        to time agree not to impose all or a portion of its fee otherwise payable under this        Agreement and/or undertake to pay or reimburse the Fund for all or a portion of its        expenses not otherwise required to be paid by or reimbursed by the Administrator. Unless        otherwise agreed, any fee reduction or undertaking may be discontinued or modified by the        Administrator at any time. For the month and year in which this Agreement becomes effective        or terminates, there will be an appropriate pro ration of any fee based on the number of        days that the Agreement is in effect during such month and year, respectively.

(c)       The Administrator will not be        required to pay expenses of any activity which is primarily intended to result in the sale        of shares of the Fund if and to the extent that (i) such expenses are required to be borne        by a principal underwriter which acts as the distributor of the Fund’s shares        pursuant to an underwriting agreement which provides that the underwriter shall assume some        or all of such expenses, or (ii) the Corporation on behalf of the Fund will have adopted a        Plan in conformity with Rule 12b-1 under the Investment Company Act providing that the Fund        (or some other party) will assume some or all of such expenses. The payment of any fees        pursuant to a Plan, for each class, is subject to and contingent upon, the continued        effectiveness of a duly adopted Plan authorizing the payment for such class.

|   | 3. | *Expenses*. |
|--------|----|-------------|

(a)       Except as otherwise provided in        this Agreement, the Administrator will pay all costs it incurs in connection with the        performance of its duties under this Agreement. The Administrator will pay the compensation        and expenses of all of its personnel and will make available, without expense to the        Corporation, the services of its officers and employees as may duly be elected officers or        Directors of the Corporation, subject to their individual consent to serve and to any        limitations imposed by law.

(b)       The Administrator will not be        required to pay any expenses of the Corporation other than those specifically allocated to        the Administrator in this Agreement. In particular, but without limiting the generality of        the previous sentence, the Administrator will not be required to pay the following        Corporation expenses: (i) organization expenses of the Fund (including out-of-pocket        expenses, but not including the Administrator’s overhead or employee costs); (ii)        fees payable to the Adviser and to any other advisors or consultants of the Fund; (iii)        except as otherwise agreed with the Board of Directors, fees and expenses incurred by the        Corporation in connection with membership in investment company organizations; (iv) payment        for portfolio pricing or valuation services to pricing agents, accountants, bankers and        other specialists, if any; (v) outside legal, accounting or auditing expenses; (vi)        interest, insurance premiums, taxes or governmental fees; (vii) litigation and        indemnification expenses and other extraordinary expenses not incurred in the ordinary        course of the Corporation’s business; (viii) the expenses of and fees for registering        or qualifying shares of the Corporation for sale and of maintaining the registration of the        Corporation and registering the Corporation as a broker or a dealer, if applicable; (ix)        the compensation and all expenses (specifically including travel expenses relating to        Corporation business) of Directors, officers and employees of the Corporation who are not        affiliated persons of the Administrator; (x) expenses of printing, preparing, edgarizing,        mailing and filing the Prospectus and Statement of Additional Information (the        “SAI”) of the Fund, any supplements thereto, and any other regulatory filings        for the Corporation or the Fund; (xi) any direct charges to shareholders approved by the        Board of Directors; (xii) costs of shareholders’ and other meetings; (xiii) costs in        connection with the tabulation of proxies; (xiv) costs incurred in connection with        registering with the Public Company Accounting Oversight Board; (xv) transfer agency and        custodian expenses; and (xvi) record-keeping and record retrieval costs associated with        compliance under the Investment Company Act.

|   | 4. | *Delegation*. |
|--------|----|---------------|

(a)       The Administrator, upon prior        notice to the Corporation and in compliance with applicable law, may delegate any of the        Services, or adjust any prior delegation, to any other person or persons that the        Administrator controls, is controlled by, or is under common control with, or to specified        employees of any such persons, to the extent permitted by applicable law.

(b)       Subject to prior approval of a        majority of the members of the Corporation’s Board of Directors, including a majority        of the Directors who are not “interested persons,” and, to the extent required        by applicable law, by the shareholders of the Fund, the Administrator, upon prior consent        of the Corporation and in compliance with applicable law, may delegate or outsource any of        the Services, or adjust any prior delegation or outsourcing, to any other person or persons        unaffiliated with the Administrator or to specified employees of any such persons, to the        extent permitted by applicable law.

(c)       Notwithstanding any delegation        under clauses (a) or (b) of this Section 4, the Administrator will continue to supervise        the Services provided by such persons or employees and any delegation will not relieve the        Administrator of any of its obligations under this Agreement.

|   | 5. | *Indemnification*. |
|--------|----|--------------------|

(a)       The Administrator will exercise        reasonable care and diligence in the performance of its duties under this        Agreement.

(b)       As an inducement to the        Administrator undertaking to provide services to Corporation and the Fund pursuant to this        Agreement, the Corporation on behalf of the Fund agrees that the Administrator will not be        liable under this Agreement for any error of judgment or mistake of law or for any loss        suffered by the Corporation or the Fund in connection with the matters to which this        Agreement relates, provided that nothing in this Agreement will be deemed to protect or        purport to protect the Administrator against any liability to the Corporation, the Fund or        its shareholders to which the Administrator would otherwise be subject by reason of willful        misfeasance, bad faith or negligence in the performance of its duties, or by reason of its        reckless disregard of its obligations and duties under this Agreement.

(c)       At any time the Administrator        may apply to any officer of the Corporation for instructions, and may consult with legal        counsel for the Corporation, at the expense of the Fund, with respect to any matter arising        in connection with this Agreement; and it will not be liable for any action taken or        omitted by it in good faith in reliance upon such instructions or upon the advice of such        counsel. The Administrator is authorized to act on the orders, directions or instructions        of such persons as the Board of Directors from time to time designates by resolution. The        Administrator will be protected in acting upon any paper or document, including any orders,        directions or instructions, reasonably believed by it to be genuine and to have been signed        by the proper person or persons; andthe Administrator will not be        held to have notice of any change of authority of any person so authorized by the        Corporation until receipt of written notice from the Corporation.

(d)       In carrying out the Fund        Accounting Services under this Agreement the Administrator will be entitled to receive, and        may rely upon, information furnished it by means of Proper Instructions (as defined below),        including but not limited to: (i) the manner and amount of accrual of expenses to be        recorded on the books of the Fund; (ii) the source of quotations to be used for securities        as may not be available through the Administrator's normal pricing services; (iii) the        value to be assigned to any asset for which no price quotations are readily available; (iv)        if applicable, the manner of computation of the public offering price and other        computations as may be necessary; (v) transactions in portfolio securities; (vi)        transactions in capital shares; and (vii) information received from any third party        transfer agent of the Fund.

"Proper Instructions" means any certificate, letter or other instrument or        telephone call reasonably believed by the Administrator to be genuine and to have been        properly made or signed by any authorized officer of the Corporation or person reasonably        believed by the Administrator as being authorized by the Board of Directors of the        Corporation. Proper Instructions may include communications effected directly between        electro-mechanical or electronic devices as from time to time agreed to by an authorized        officer of the Corporation and the Administrator.

|   | 6. | *Term and                        Termination*. |
|--------|----|------------------------------------------------|

(a)       This Agreement will remain in        force until September 30, 2008 and continue in force from year to year thereafter, but only        so long as such continuance is specifically approved at least annually by the vote of a        majority of the Directors who are not parties to this Agreement or “interested        persons” of any party to this Agreement.

(b)       This Agreement will        automatically terminate in the event of its assignment. Either party to this Agreement may        terminate this Agreement or any Service under this Agreement without penalty by an        instrument in writing delivered or mailed to the other party. The Fund may effect a        termination under this Agreement by a vote of (i) a majority of the Directors of the        Corporation who are not interested persons of the Corporation and who have no direct or        indirect financial interest in the operation of this Agreement or in any other agreement        related to this Agreement or (ii) a majority of the outstanding voting securities of the        Fund. Any termination under this Section will take effect not sooner than sixty (60) days        after the date of delivery or mailing of such notice of termination, unless the Fund        terminates this Agreement or Service under this Agreement due to a material failure of the        Administrator to fulfill its obligations under this Agreement or with respect to the        Service, in which case the termination will take effect immediately. Upon termination, the        Administrator (or any designee of the Administrator) will turn over to the Corporation or        its designee, and cease to be obligated to retain in the Administrator’s files, any        and all records pertaining to the terminated Services under this Agreement; provided,        however, the Administrator (or its designee) in its discretion may make and retain copies        of any and all such records and documents that it determines appropriate or for its        protection.

7.         *Amendment.*This Agreement, including any        Schedule or Appendix to this Agreement, may be amended at any time by mutual agreement of        the parties.

8.         *Additional Series*. In the event the Corporation        establishes one or more Funds after the effective date of this Agreement, such Funds will        become Funds under this Agreement upon approval of this Agreement by the Board of Directors        with respect to the Funds and the execution of an amended Schedule I reflecting the        Funds.

*9 Services Not Exclusive*. The Administrator's        services pursuant to this Agreement are not exclusive, and it is understood that the        Administrator may perform similar services for other persons. In acting under this        Agreement, the Administrator will be an independent contractor and not an agent of the        Corporation or the Fund. The Administrator and its affiliates, by separate agreement with        the Corporation, may also serve the Corporation or the Fund in other capacities.

8.         *Other Interests.*It is understood that the        Directors and officers of the Corporation and the shareholders of the Fund are or may be or        become interested in the Administrator or its affiliates as directors, officers, employees,        shareholders or otherwise and that directors, officers, employees and shareholders of the        Administrator and its affiliates are or may be or become similarly interested in the Fund,        and that the Administrator and its affiliates may be or become interested in the Fund as        shareholder or otherwise. It is also understood that directors, officers, employees and        shareholders of the Administrator and its affiliates may be or become interested (as        directors, officers, employees, shareholders or otherwise) in other companies or entities        (including but not limited to, other investment companies) controlling, controlled by or        under common control with the Administrator, its affiliates or subsidiaries or which the        Administrator, its affiliates or subsidiaries may in the future organize, sponsor or        acquire, or with which they may merge or consolidate.

9.         *Limited        Recourse*.      With respect to any        claim by the Administrator for recovery of that portion of any fees or reimbursable        expenses (or any other liability of the Fund arising under this Agreement) related to a        particular class of the Fund, whether in accordance with the express terms of this        Agreement or otherwise, the Administrator will have recourse solely against the assets of        that class to satisfy the claim and will have no recourse against the assets of any other        series and class of the Corporation.

10.       *Internal        Controls*.       The        Administrator will maintain sufficient policies and procedures to reasonably ensure its        ability to perform the services under this Agreement, and will monitor compliance with its        policies and procedures.

|   | 11. | *Miscellaneous*. |
|--------|-----|------------------|

(a)        The captions in this        Agreement are included for convenience of reference only and in no way define or limit any        of the provisions hereof or otherwise affect their construction or effect. This Agreement        may be executed simultaneously in two or more counterparts, each of which will be deemed an        original, but all of which together will constitute one and the same instrument.

(b)        In interpreting the        provisions of this Agreement, the definitions under the Investment Company Act        (particularly the definitions of “interested person,” “affiliated        person,” “assignment” and “majority of the outstanding voting        securities”) will be applied, subject, however, to such exemptions as may be granted        by the SEC by any rule, regulation, or order.

(c)       In connection with the        operation of this Agreement, the Corporation and the Administrator may agree from time to        time on interpretations of or in addition to the provisions of this Agreement as in their        joint opinions may be consistent with this Agreement. Any such interpretive or additional        provisions will be in writing, signed by both parties and annexed, but no such provisions        will be deemed to be an amendment of this Agreement.

(d)       If the Administrator is        prevented from complying, either totally or in part, with any of the terms or provisions of        this Agreement, by reason of fire, flood, storm, strike, lockout or other labor trouble,        riot, war, rebellion, accidents, acts of God, acts of terrorism, equipment, utility or        transmission failure or damage, and/or any other cause or casualty beyond the reasonable        control of the Administrator, whether similar to the foregoing matters or not, then, upon        written notice to the Fund, the requirements of this Agreement that are affected by such        disability, to the extent so affected, will be suspended during the period of such        disability; provided, however, that the Administrator will make reasonable effort to remove        such disability as soon as possible.

(e)       This Agreement will be governed        and construed in accordance with the laws of the State of Maryland applicable to agreements        made and to be performed entirely in that jurisdiction, without regard to that        jurisdiction’s conflict of laws provisions, provided that nothing in this Agreement        will be construed in a manner inconsistent with the Investment Company Act, or in a manner        which would cause the Fund to fail to comply with the requirements of Subchapter M of the        Internal Revenue Code of 1986, as amended.

(f)        This Agreement        constitutes the entire agreement between the parties concerning the subject matter, and        supersedes any and all prior understandings.

(g)       If any provision of this        Agreement is held or made invalid by a court decision, statute, rule or otherwise, the        remainder will not be affected.

(i)        Any notice required under        this Agreement will be sufficiently given when delivered or mailed to the other party at        the address of such party set out below or to such other persons or at such address as such        party may from time to time specify in writing to the other party.

|   | If to Corporation: | DWS Value Series, Inc. |
|--------|--------------------|------------------------|

John Millette

|   | Two International Place, 10th Floor |
|--------|-------------------------------------|

|   | Boston, MA 02110-4103 |
|--------|-----------------------|

|   | If to Administrator: | Deutsche Investment Management Americas Inc. |
|--------|----------------------|----------------------------------------------|

|   | Michael Colon |
|--------|---------------|

|   | 345 Park Avenue |
|--------|-----------------|

|   | New York, NY 10154 |
|--------|--------------------|

 

(j)        Except as otherwise        provided in this Agreement or as required by law, the Administrator will keep confidential        all records of and information in its possession relating to the Corporation, and or its        shareholders or shareholder accounts and will not disseminate those records and information        except at the request of or with the consent of the Fund.

[The rest        of this page is intentionally blank]

 

IN        WITNESS WHEREOF, the Corporation and the Administrator have caused this Agreement to be        executed as of the day and year first above written.

 

DWS Value Series, Inc.

 

By: ____________________________

|   | Name: Philip J. Collora |
|--------|-------------------------|

|   | Title: Vice President |
|--------|-----------------------|

 

 

 

Deutsche Investment Management Americas Inc.

         

By: ______________________________

|   | Name: Michael Colon |
|--------|---------------------|

|   | Title: Chief Operating Officer |
|--------|--------------------------------|

         

         

Deutsche Investment Management Americas Inc.

         

By: ______________________________

|   | Name: John Millette |
|--------|---------------------|

|   | Title: Director |
|--------|-----------------|

         

SCHEDULE        I

FUND

| **Fund**                         | **Effective Date**     |
|----------------------------------|------------------------|
|  

DWS Large Cap Value Fund |  

April 11, 2007 |

 

 

APPENDIX        A

ADMINISTRATIVE SERVICES

Subject        to the oversight and control of the Directors of the Corporation, the Administrator will        manage, supervise and conduct all business and affairs of the Corporation in connection        with its operation as an open-end fund, other than those governed by the Investment        Management Agreement or otherwise provided by other parties, including without        limitation:

1.         provide the        Corporation with personnel as are reasonably necessary to perform the Administrative        Services;

2.         arrange for the        preparation and filing for the Corporation of all required tax returns;

3.         (a) the preparation        and submission of reports and meeting materials to the Board of Directors and to existing        shareholders and (b) prepare and file the periodic updating of the Corporation’s        prospectus and statement of additional information and prepare and file any currently        required or to be required reports filed with the Securities and Exchange Commission and        other regulatory and self-regulatory authorities including, but not limited to, preliminary        and definitive proxy materials, post-effective amendments to the Registration Statement,        semi-annual reports on Form N-SAR, Form N-CSR, Form N-Q, and notices pursuant to Rule 24f-2        under the Investment Company Act;

4.         maintain all of the        Corporation’s records as required by the Investment Company Act, except for those        records to be maintained by the investment adviser under the Investment Management        Agreement or by another party under any other agreement with the Corporation;

5.         provide the        Corporation with adequate office space and all necessary office equipment and services,        including but not limited to telephone service, heat, utilities, stationary supplies and        similar items;

6.         supervise, negotiate        contractual arrangements with (to the extent appropriate) and monitor the performance of,        third party accounting agents, custodians, depositories, transfer agents, pricing agents,        independent accountants and auditors, attorneys, printers, insurers and other persons in        any capacity deemed to be necessary or desirable to Corporation or Fund        operations;

|   | 7. | oversee the tabulation of proxies; |
|--------|----|------------------------------------|

8.         monitor the        valuation of portfolio securities and monitor compliance with board-approved valuation        procedures;

|   | 9. | assist in establishing the accounting and tax policies of                        the Fund; |
|--------|----|--------------------------------------------------------------------------------------------|

10.       assist in the resolution of        accounting issues that may arise with respect to the Fund's operations and consulting with        the Fund's independent accountants, legal counsel and the Fund's other agents as necessary        in connection therewith;

|   | 11. | establish and monitor the Fund's operating expense                        budgets; |
|--------|-----|------------------------------------------------------------------------------------|

12.       review the Fund’s bills        and process the payment of bills that have been approved by an authorized person of the        applicable Fund;

13.       assist the Fund in determining        the amount of dividends and distributions available to be paid by the Fund to its        shareholders, preparing and arranging for the printing of dividend notices to shareholders,        and providing the transfer agent and the custodian with the information that is required        for those parties to effect the payment of dividends and distributions;

14.       provide to the        Corporation’s Board of Directors periodic and special reports as the Board may        reasonably request, including but not limited to reports concerning the services of the        administrator, custodian, shareholder service and transfer agents;

|   | 15. | provide assistance with investor and public relations                        matters; |
|--------|-----|---------------------------------------------------------------------------------------|

16.       monitor the registration of        shares under applicable federal and state securities law; and

17.       otherwise assist the        Corporation as it may reasonably request in the conduct of the Fund's business.

APPENDIX        B

FUND        ACCOUNTING SERVICES

Subject        to the general supervision of the Board of Directors of the Corporation, the Administrator        will provide the following Fund Accounting Services to the Corporation:

 

1.         Maintain and        preserve all accounts, books, financial records and other documents as are required of the        Fund under Section 31 of the Investment Company Act and Rules 31a-1, 31a-2 and 31a-3 under        the Investment Company Act, applicable federal and state laws and any other law or        administrative rules or procedures which may be applicable to the Fund, other than (a)        those accounts, books and financial records required to be maintained by the Fund's        custodian or (b) transfer agent and/or books and records maintained by all other service        providers necessary for the Fund to conduct its business as a registered open-end        management investment company. All such books and records shall be the property of the        applicable Fund and will at all times during regular business hours be open for inspection        by, and will be surrendered promptly upon request of, duly authorized officers of the        Corporation. All such books and records will at all times during regular business hours be        open for inspection, upon request of duly authorized officers of the Corporation, by        employees or agents of the Corporation and employees and agents of the Securities and        Exchange Commission.

2.   Record the current day's trading activity and other        proper bookkeeping entries as are necessary for determining that day's net asset value and        net income.

3.   Maintain records in accordance with generally accepted        accounting principles to the extent required under applicable law.

4.   Calculate performance for the Fund, including the total        return yield, the SEC yield and the distribution yield.

5.   Render statements or copies of records as from time to        time are reasonably requested by the Fund.

6.   Facilitate audits of accounts by the Fund's independent        public accountants or by any other auditors employed or engaged by the Fund or by any        regulatory body with jurisdiction over the applicable Fund.

7.   Compute the Fund's net asset value per share, and, if        applicable, its public offering price and/or its daily dividend rates and money market        yields, in accordance with this Agreement and notify the Fund and any other persons as the        Fund may reasonably request of the net asset value per share, the public offering price        and/or its daily dividend rates and money market yields. In connection with the        computation:

(i)        The Administrator will        compute the Fund's net asset value, including net income, in a manner consistent with the        specific provisions of the Registration Statement. The computation will be made as of the        time or times specified in the Fund’s Registration Statement.

(ii)       The Administrator will compute        the daily dividend rates and money market yields, if applicable, in accordance with the        methodology set out in the Fund’s Registration Statement.

(iii)      For purposes of valuing the        securities of the Fund, securities will be valued in accordance with (a) that Fund's        Registration Statement; (b) the resolutions of the Board of Directors of the Corporation at        the time in force and applicable, as they may from time to time be delivered to the        Administrator, and (c) Proper Instructions from the officers of the Corporationor other        persons as are from time to time authorized by the Board of Directors of the Corporation to        give instructions with respect to computation and determination of the net asset value. The        Administrator may use one or more external pricing services, including broker-dealers,        provided that an appropriate officer of the Corporation will have approved such use in        advance.

APPENDIX        C

ADMINISTRATIVE SERVICES AND FUND ACCOUNTING SERVICES FEE SCHEDULE

The        Corporation on behalf of the Fund will pay the Administrator in United States Dollars        following the last day of each month the unpaid balance of a fee equal to the sum of all        the daily management accruals from the previous month. The daily management accrual is        calculated on a daily basis by multiplying the Fund’s prior day’s net assets by        the specific percentage indicated in the schedule below and dividing that product by the        number of days in that year. The Administrator will be entitled to receive during any month        such interim payments of its fee under this Agreement as it will request, provided that no        such payment will exceed 75 percent of the amount of its fee then accrued on the books of        the Fund and unpaid.

The        “average daily net assets” of the Fund will mean the average of the values        placed on the Fund's net assets as of 4:00 p.m. (New York time) on each day on which the        net asset value of the Fund is determined consistent with the provisions of Rule 22c-1        under the Investment Company Act or, if the Fund lawfully determines the value of its net        assets as of some other time on a business day, as of such time. The value of the net        assets of the Fund will always be determined pursuant to the applicable provisions of the        Corporation's Articles, as amended from time-to-time and the Registration Statement. If the        determination of net asset value for the Fund does not take place for any particular day,        then for the purposes of this Agreement, the value of the net assets of the Fund as last        determined will be deemed to be the value of its net assets as of 4:00 p.m. (New York        time), or as of such other time as the value of the net assets of the Fund's portfolio may        be lawfully determined on that day. If the Fund determines the value of the net assets of        its portfolio more than once on any day, then the last such determination thereof on that        day will be deemed to be the sole determination thereof on that day for the purposes of        this Agreement.

 

 

| **Fund**                 | **Fee Rate** | **Date**       |
|--------------------------|--------------|----------------|
| DWS Large Cap Value Fund | 0.100%       | April 11, 2007 |