Exhibit 99.h(3)
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 25/th/ day of April,
2003 by and among BT INVESTMENT FUNDS, a Massachusetts Business trust (the
"Trust"), ASSET MANAGEMENT PORTFOLIO and BT INVESTMENT PORTFOLIOS, each a New
York trust (each a "Portfolio Trust" and, collectively, the "Portfolio Trusts"),
DEUTSCHE ASSET MANAGEMENT, INC., a Delaware corporation (the "Advisor"), and
INVESTMENT COMPANY CAPITAL CORPORATION, a Maryland corporation (the
"Administrator"), with respect to the following:
WHEREAS, the Advisor serves as the Portfolio Trusts' Investment Advisor
pursuant to Investment Advisory Agreements dated April 25, 2003, and the
Administrator serves as the Trust's and Portfolio Trusts' Administrator pursuant
to Administration and Services Agreements dated July 1, 2001 (collectively, the
"Agreements").
NOW, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
1. The Advisor and Administrator agree to waive their fees and/or
reimburse expenses to the extent necessary so that the ordinary
annual operating expenses for each of the Trust's series or classes
set forth on Exhibit A, as may be amended from time to time, (each
a "Fund") do not exceed the percentage of average daily net assets
set forth on Exhibit A for an initial two year period from the date
of this contract (the "Initial Period") and thereafter as set forth
in Item 2. For the purposes of this Agreement, ordinary operating
expenses for a Fund generally consist of costs not specifically
borne by the Advisor, Administrator or a Fund's principal
underwriter, including investment advisory fees, administration and
services fees, fees for necessary professional services,
amortization of organizational expenses and costs associated with
regulatory compliance and maintaining legal existence and
shareholder relations, but excluding: (a) transactions costs (such
as brokerage commissions and dealer and underwriter spreads); (b)
interest charges on fund borrowings; (c) taxes; (d) litigation and
indemnification costs; and (e) extraordinary expenses.
Extraordinary expenses are those that are unusual or expected to
recur only infrequently, including, but not limited to (i) expenses
of the reorganization, restructuring or merger of a Fund or class
or the acquisition of all or substantially all of the assets of
another fund or class; (ii) expenses of holding, and soliciting
proxies for, a meeting
of shareholders of a Fund or class (except to the extent relating
to routine items such as the election of trustees or the approval
of independent public accountants); and (iii) expenses of
converting to a new custodian, transfer agent or other service
provider.
2. This Agreement, after the Initial Period, shall continue in effect
as to each Fund for successive 16 month periods from such Fund's
fiscal year end, provided such continuance is specifically approved
at least annually by the vote of a majority of the Board of
Trustees of the Trust and the Portfolio Trusts. Upon the
termination of any of the Agreements, this Agreement shall
automatically terminate with respect to the affected Fund.
3. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term
or provision of the Investment Company Act of 1940, as amended (the
"1940 Act") shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any,
by the United States Courts or in the absence of any controlling
decision of any such court, by rules, regulations or orders of the
Securities and Exchange Commission ("SEC") issued pursuant to said
Act. In addition, where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is revised by rule,
regulation or order of the SEC, such provision shall be deemed to
incorporate the effect of such rule, regulation or order. Otherwise
the provisions of this Agreement shall be interpreted in accordance
with the laws of Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the day and year first
above written.
BT INVESTMENT FUNDS,
ASSET MANAGEMENT PORTFOLIO,
and BT INVESTMENT PORTFOLIOS
Attest:____________________ By:___________________________
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Secretary
DEUTSCHE ASSET MANAGEMENT, INC.
Attest:____________________ By:___________________________
Name: Xxxx X. Xxxxx Name: Xxxxxx X. Xxxxxx
Title: Vice President
INVESTMENT COMPANY CAPITAL CORPORATION
Attest:____________________ By:___________________________
Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxx
Title: President
Exhibit A
Ordinary Fund Operating
Expenses
(as a percentage of average
daily net assets)
Fund
Lifecycle Short Range Fund - Investment Class 1.00%
Lifecycle Mid Range Fund - Investment Class 1.00%
Lifecycle Long Range Fund - Investment Class 1.00%
