EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 31st day of
December, 1999 by and between BT PYRAMID MUTUAL FUNDS, a Massachusetts Business
trust (the "Trust"), CASH MANAGEMENT PORTFOLIO and EQUITY 500 INDEX PORTFOLIO,
each a New York trust (a "Portfolio Trust"), and BANKERS TRUST COMPANY, a New
York corporation (the "Adviser"), with respect to the following:
WHEREAS, the Adviser serves as BT Pyramid Mutual Funds' Investment
Adviser pursuant to an Investment Advisory Agreement dated June 4, 1999; the
Adviser serves as the Investment Adviser to Cash Management Portfolio and Equity
500 Index Portfolio pursuant to Investment Advisory Agreements dated June 4,
1999 and the Adviser serves as the Trust's Administrator pursuant to an
Administration and Services Agreement dated October 28, 1992, as amended,
(collectively, the "Agreements"); and
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 agrees to waive its fees and reimburse expenses for period
from December 31, 1999 to April 30, 2001 to the extent necessary so that
each Fund's total annual operating expenses do not exceed the percentage
of average daily net assets set forth on Exhibit A.
2. Upon the termination of the Investment Advisory Agreement or the
Administration Agreement, this Agreement shall automatically terminate.
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 (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.
ON BEHALF OF THE TRUST AND
PORTFOLIO TRUSTS LISTED BELOW:
BT PYRAMID MUTUAL FUNDS
CASH MANAGEMENT PORTFOLIO
EQUITY 500 INDEX PORTFOLIO
Attest: /s/ Xxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
-------------------- --------------------------
Name: Xxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Secretary
BANKERS TRUST COMPANY
Attest: /s/ Xxx X. Xxxxxx By: /s/ Xxxx Xxxxxxxx
-------------------- --------------------------
Name: Xxx X. Xxxxxx Name: Xxxx Xxxxxxxx
Title: Managing Director
EXHIBIT A
Total Fund Operating Expenses
Fund (as a percentage of average daily net assets)
---- ---------------------------------------------
BT Investment Money Market Fund 0.35%
Equity 500 Index Fund 0.25%
