Exhibit 99.h(2)
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 25/th/ day of April,
2003 by and among BT INVESTMENT FUNDS, a Massachusetts Business trust (the
"Trust"), ASSET MANAGEMENT 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 Portfolio Trusts' Investment Advisor
pursuant to Investment Advisory Agreements dated April 25, 2003, 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 an initial two year period from the date of this
contract (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
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 each 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 and the Portfolio Trusts. 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 INVESTMENT FUNDS, ASSET MANAGEMENT
PORTFOLIO, and BT INVESTMENT PORTFOLIOS
Attest: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------- -----------------------------
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Secretary
DEUTSCHE ASSET MANAGEMENT, INC.
Attest: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------- -----------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxx X. Xxxxxx
Title: Vice President
INVESTMENT COMPANY CAPITAL CORPORATION
Attest: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxx
--------------------------- -----------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxx
Title: President
Exhibit A
Ordinary Fund Operating
Expenses
Fund (as a percentage of average
daily net assets)
Lifecycle Short Range Fund - Investment Class 1.00%
Lifecycle Mid Range Fund - Investment Class 1.00%
Lifecycle Long Range Fund - Investment Class 1.00%
