EXHIBIT H(vi)(d)
[FORM OF] EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 1st day of January,
2004 by and between XXXXXXX INVESTORS FUNDS, INC., a Maryland Corporation (the
"Corporation") on behalf of JAPANESE EQUITY FUND, (the "Fund") a Maryland
corporation, XXXXXXX INVESTORS PORTFOLIOS TRUST, on behalf of JAPANESE EQUITY
PORTFOLIO, a New York business trust (the "Portfolio") and DEUTSCHE ASSET
MANAGEMENT, INC., a Delaware corporation ("XxXX, Inc."), with respect to the
following:
WHEREAS, XxXX, Inc. serves as the Portfolio's Investment Advisor (the
"Advisor") pursuant to an Investment Advisory Agreement dated September 5, 2002.
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. XxXX, Inc., in its capacity as the Portfolio's Advisor, agrees to
waive its fees and/ or reimburse expenses to the extent necessary so
that the ordinary annual operating expenses for each of the 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 as annually approved by the Board. 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 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 and Fund as of
the date the Portfolio and Fund commence operations after this
Agreement shall have been approved by the Board of Directors of the
Corporation with respect to the Portfolio and Fund and, unless sooner
terminated as provided herein, shall continue in effect as to the
Portfolio and Fund for the stated period and may be extended for
another period, provided such continuance is specifically approved at
least annually by the vote of a majority of the Board of Directors of
the Corporation. Upon the termination of any of the Agreements, this
Agreement shall automatically terminate with respect to the Portfolio
and 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
Maryland.
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 INVESTORS PORTFOLIOS TRUST
On behalf of Japanese Equity Portfolio
By: ___________________________________
Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Secretary
XXXXXXX INVESTORS FUNDS, INC.
On behalf of Japanese Equity Fund
By: ___________________________________
Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Secretary
DEUTSCHE ASSET MANAGEMENT, INC.
By: ___________________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Exhibit A
Ordinary Fund Operating Expenses
Fund (as a percentage of average daily net
assets)
Japanese Equity Fund - Class A Shares 1.40%
Japanese Equity Fund - Class B Shares 2.15%
Japanese Equity Fund - Class C Shares 2.15%
Japanese Equity Fund - Class S Shares 1.15%
