Exhibit 99.(h)(1)
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 1st day of July, 2001
by and between BT PYRAMID MUTUAL FUNDS, a Massachusetts Business trust (the
"Trust"), CASH MANAGEMENT PORTFOLIO, EQUITY 500 INDEX PORTFOLIO, 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 "Adviser"), and INVESTMENT COMPANY
CAPITAL CORPORATION, a Maryland corporation (the "Administrator"), with respect
to the following:
WHEREAS, the Adviser serves as the Portfolio Trusts' Investment Adviser
pursuant to Investment Advisory Agreements dated April 30, 2001, 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 Adviser 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 the 16 month period
from such Fund's fiscal year end. For the purposes of this
Agreement, ordinary operating expenses for a Fund generally
consist of costs not specifically borne by the Adviser,
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 shall be effective as to each Fund as of the date
the Fund commences operations after this Agreement shall have been
approved by the Board of Trustees of the Trust with respect to
that Fund and, unless sooner terminated as provided herein, shall
continue in effect as to such 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. 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 PYRAMID MUTUAL FUNDS
CASH MANAGEMENT PORTFOLIO
EQUITY 500 INDEX PORTFOLIO
ASSET MANAGEMENT PORTFOLIO
BT INVESTMENT PORTFOLIOS
Attest: /s/ Xxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
Name: Xxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Secretary
DEUTSCHE ASSET MANAGEMENT, INC.
Attest: /s/ Xxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx
Name: Xxx X. Xxxxxx Name: Xxxxxxx X. Xxxx
Title: Vice President
INVESTMENT COMPANY CAPITAL CORPORATION
Attest: /s/ Xxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx
Name: Xxx X. Xxxxxx Name: Xxxxxxx X. Xxxx
Title: President
EXHIBIT A
ORDINARY FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET
FUND ASSETS)
Money Market Fund Investment 0.35%
Equity 500 Index Fund Investment 0.25%
Asset Management Fund - Premier Class 0.60%
PreservationPlus Fund - Institutional Class 0.40%
PreservationPlus Fund - Institutional Service Class 0.55%
PreservationPlus Fund - Investment Class 0.65%
EXHIBIT A
AS REVISED: JULY 29, 2002
ORDINARY FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE DAILY NET
FUND ASSETS)
Asset Management Fund - Premier Class 0.60%
