Exhibit (h)(ii)
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 25/th/ day of April,
2003, by and between BT INSTITUTIONAL FUNDS, a Massachusetts Business trust (the
"Trust"), CASH MANAGEMENT PORTFOLIO, TREASURY MONEY PORTFOLIO, INTERNATIONAL
EQUITY 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 "Advisor"), and INVESTMENT COMPANY
CAPITAL CORPORATION, a Maryland corporation (the "Administrator"), with respect
to the following:
WHEREAS, the Advisor serves as the Trust's and the Portfolio Trusts'
Investment Advisor pursuant to Investment Advisory Agreements dated July 30,
2002 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 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 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 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 each Fund immediately 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 INSTITUTIONAL FUNDS
CASH MANAGEMENT PORTFOLIO
TREASURY MONEY PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
BT INVESTMENT PORTFOLIOS
Attest: /s/ Xxxx Xxxxx By: /s/ Xxxxx Xxxxxxxxx
------------------------------ --------------------------------
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Secretary
DEUTSCHE ASSET MANAGEMENT, INC.
Attest: /s/ Xxxx Xxxxx By: /s/ Xxxxxx Xxxxxx
------------------------------ --------------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxx X. Xxxxxx
Title: Vice President
INVESTMENT COMPANY CAPITAL
CORPORATION
Attest: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx Xxxx
------------------------------ --------------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxx
Title: President
Exhibit A
Ordinary Fund
Operating Expenses
(as a percentage of
Fund average daily net 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%
Liquid Assets Fund Institutional 0.16%
Treasury Assets Fund Institutional 0.16%
Daily Assets Fund Institutional 0.12%
