EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 17th day of
November, 2004 by and among XXXXXXX INVESTMENT PORTFOLIOS, a New York Business
trust (the "Trust"), on behalf of PreservationPlus Income Portfolio (the
"Portfolio", 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 Trust's and the Portfolio's
Investment Advisor pursuant to Investment Advisory Agreements dated July 30,
2002, and the Administrator serves as the Trust's and Portfolio's 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 the Portfolio as may be
amended from time to time, do not exceed the percentage of
average daily net assets set forth on Exhibit A from the date
of this agreement to February 1, 2006. For the purposes of
this Agreement, ordinary operating expenses for a Portfolio
generally consist of costs not specifically borne by the
Advisor, Administrator or a Portfolio'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 Portfolio 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 Portfolio or class or the
acquisition of all or substantially all of the assets of
another Portfolio or class; (ii) expenses of holding, and
soliciting proxies for, a meeting of shareholders of a
Portfolio 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 shall be effective as to the Portfolio
immediately and, unless sooner terminated as provided herein,
shall continue in effect as to such Portfolio until February
1, 2006, and may be extended for successive 16 month periods
from such Portfolio's fiscal year end, provided such
continuance is specifically approved at least annually by the
vote of a majority of the Board of Directors of the Trust.
Upon the termination of any of the Agreements, this Agreement
shall automatically terminate with respect to the affected
Portfolio.
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 New York.
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.
XXXXXXX INVESTMENT PORTFOLIOS
on behalf of PreservationPlus Income
Portfolio
Attest: /s/Xxxx X. Xxxxx By: /s/Xxxxx X. Xxxxxxxxx
---------------------------- -----------------------
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Secretary
DEUTSCHE ASSET MANAGEMENT, INC.
Attest: /s/Xxxx X. Xxxxx By: /s/Xxxx Xxx
--------------------------- -------------------------
Name: Xxxx X. Xxxxx Name: Xxxx Xxx
Title: Assistant Secretary
INVESTMENT COMPANY CAPITAL CORPORATION
Attest: /s/Xxxx X. Xxxxx By: /s/Xxxx Xxxxxxxxx
--------------------------- -------------------------
Name: Xxxx X. Xxxxx Name: Xxxx Xxxxxxxxx
Title: Assistant Secretary
Exhibit A
Ordinary Portfolio Operating
Expenses
(as a percentage of average
Portfolio daily net assets)
PreservationPlus Income Portfolio 0.48%
