EX-23.H(iii)
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 1st day of July,
2001 by and between BT INSTITUTIONAL FUNDS, a Massachusetts Business trust (the
"Trust"), CASH MANAGEMENT PORTFOLIO, TREASURY MONEY PORTFOLIO, INTERNATIONAL
EQUITY PORTFOLIO, EQUITY 500 INDEX 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 Trust's Investment Adviser pursuant
to an Investment Advisory Agreement dated April 30, 2001, the Adviser serves as
the Portfolio Trusts' Investment Adviser pursuant to Investment Advisory
Agreements dated March 8, 2001 and 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:
4. 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.
5. 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.
6. 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 INSTITUTIONAL FUNDS
CASH MANAGEMENT PORTFOLIO
TREASURY MONEY PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
EQUITY 500 INDEX 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)
Cash Management Fund Institutional 0.23%
Cash Reserves Fund Institutional 0.18%
Treasury Money Fund Institutional 0.25%
International Equity Fund - Institutional Class I 0.95%
International Equity Fund - Institutional Class II 1.25%
Equity 500 Index Fund Premier 0.10%
Liquid Assets Fund Institutional 0.16%
Treasury Assets Fund Institutional 0.16%
Daily Assets Fund Institutional 0.12%
