Exhibit (h)(11)
[Form of] EXPENSE LIMITATION
AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 17th day of
December, 2004, by and between XXXXXXX ADVISOR FUNDS, a Massachusetts Business
trust (the "Trust"), on behalf of Xxxxxxx Mid Cap Growth Fund (the "Fund"),
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 and the Fund's Investment
Advisor pursuant to an Investment Advisory Agreement dated July 30, 2002, and
the Administrator serves as the Fund and the Trust'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 each of the Fund's
series or classes set forth on Exhibit A, as may be amended
from time to time, do not exceed the percentage of average
daily net assets set forth on Exhibit A for an initial three
year period from the date of this contract to the Fund's
annual prospectus update on February 1, 2008 (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
10
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 the 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 or unless
sooner terminated. 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.
XXXXXXX ADVISOR FUNDS on
behalf of Xxxxxxx Mid Cap
Growth Fund
Attest: By:
------------------ --------------------------
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Secretary
DEUTSCHE ASSET MANAGEMENT, INC.
Attest: By:
----------------- --------------------------
Name: Xxxx X. Xxxxx Name: Xxxx Xxx
Title: Assistant Secretary
INVESTMENT COMPANY CAPITAL CORPORATION
Attest: By:
----------------- --------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary
Exhibit A
Ordinary Fund Operating
Expenses*
(as a percentage of average
Fund daily net assets)
Mid Cap Growth Fund - Investment Class 1.00%
Mid Cap Growth Fund - Institutional Class 1.00%
Mid Cap Growth Fund - Class A 1.00%
Mid Cap Growth Fund - Class B 1.00%
Mid Cap Growth Fund - Class C 1.00%
Mid Cap Growth Fund - Class R 1.00%
* Excluding 12b-1 distribution fees and sub-recordkeeping fees.
