Exhibit 99 - D(iv)
[FORM OF] EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 1st day of January,
2002 by and among DEUTSCHE INVESTORS PORTFOLIOS TRUST, a New York business trust
(the "Trust") on behalf of TOP 50 US PORTFOLIO, (the "Portfolio"), DEUTSCHE
INVESTORS FUNDS, INC., a Maryland Corporation (the "Corporation") on behalf of
TOP 50 US FUND, (the "Fund"), and INVESTMENT COMPANY CAPITAL CORP., a Maryland
corporation ("ICCC"), with respect to the following:
WHEREAS, ICCC serves as the Portfolio's Investment Advisor (the
"Advisor") pursuant to an Investment Advisory Agreement dated May 7, 2001, and
the Fund's Administrator pursuant to a Master Services Agreement dated September
1, 2000 (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. ICCC, in its capacity as the Portfolio's Advisor and Fund's
Administrator, 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 for the period January 1, 2002 through January
1, 2003. 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.
-27-
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 Trustees of the Trust with respect to the
Portfolio, by the Board of Directors of the Corporation with
respect to the Fund and, unless sooner terminated as
provided herein, shall continue in effect as to the 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
Trustees/Directors of the Trust and 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.
-28-
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.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
On behalf of Top 50 US Portfolio
Attest: ______________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
DEUTSCHE INVESTORS FUNDS, INC.
On behalf of Top 50 US Fund
Attest: ______________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
Attest: ______________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: President
-29-
Exhibit A
Ordinary Fund Operating Expenses
(as a percentage of average daily net
Fund assets)
Top 50 US Fund - Class A Shares 1.15%
Top 50 US Fund - Class B Shares 1.90%
Top 50 US Fund - Class C Shares 1.90%
[FORM OF] EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 1st day of January,
2002 by and among DEUTSCHE INVESTORS PORTFOLIOS TRUST, a New York business trust
(the "Trust") on behalf of EUROPEAN MID-CAP PORTFOLIO, (the "Portfolio"),
DEUTSCHE INVESTORS FUNDS, INC., a Maryland Corporation (the "Corporation") on
behalf of EUROPEAN MID-CAP FUND, (the "Fund"), and INVESTMENT COMPANY CAPITAL
CORP., a Maryland corporation ("ICCC"), with respect to the following:
WHEREAS, ICCC serves as the Portfolio's Investment Advisor (the
"Advisor") pursuant to an Investment Advisory Agreement dated May 7, 2001, and
the Fund's Administrator pursuant to a Master Services Agreement dated September
1, 2000 (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. ICCC, in its capacity as the Portfolio's Advisor and Fund's
Administrator, 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 for the period January 1, 2002 through December
31, 2002. 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;
-30-
(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 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 Trustees of
the Trust with respect to the Portfolio, by the Board of
Directors of the Corporation with respect to the Fund and, unless
sooner terminated as provided herein, shall continue in effect as
to the 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
Trustees/Directors of the Trust and Corporation. Upon the
termination of any of the Agreements, this Agreement shall
automatically terminate with respect to the Portfolio and 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
Maryland.
-31-
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.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
On behalf of European Mid-Cap Portfolio
Attest: ___________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
DEUTSCHE INVESTORS FUNDS, INC.
On behalf of European Mid-Cap Fund
Attest: ______________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
Attest: ______________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: President
-32-
Exhibit A
Ordinary Fund Operating
Expenses
Fund (as a percentage of average
daily net assets)
European Mid-Cap Fund - Class A Shares 1.60%
European Mid-Cap Fund - Class B Shares 2.35%
European Mid-Cap Fund - Class C Shares 2.35%
-33-
[FORM OF] EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 1st day of January,
2002 by and among DEUTSCHE INVESTORS PORTFOLIOS TRUST, a New York business trust
(the "Trust") on behalf of JAPANESE EQUITY PORTFOLIO, (the "Portfolio"),
DEUTSCHE INVESTORS FUNDS, INC., a Maryland Corporation (the "Corporation") on
behalf of JAPANESE EQUITY FUND, (the "Fund"), and INVESTMENT COMPANY CAPITAL
CORP., a Maryland corporation ("ICCC"), with respect to the following:
WHEREAS, ICCC serves as the Portfolio's Investment Advisor (the "Advisor")
pursuant to an Investment Advisory Agreement dated May 7, 2001, and the Fund's
Administrator pursuant to a Master Services Agreement dated September 1, 2000
(collectively, the "Agreements").
NOW, in consideration of the mutual covenants herein contained and other
good and valuaassets)ble consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
7. ICCC, in its capacity as the Portfolio's Advisor and Fund's
Administrator, 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 for
the period January 1, 2002 through December 31, 2002. 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.
-34-
8. 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 Trustees of
the Trust with respect to the Portfolio, by the Board of
Directors of the Corporation with respect to the Fund and, unless
sooner terminated as provided herein, shall continue in effect as
to the 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
Trustees/Directors of the Trust and Corporation. Upon the
termination of any of the Agreements, this Agreement shall
automatically terminate with respect to the Portfolio and Fund.
9. 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.
-35-
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.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
On behalf of Japanese Equity Portfolio
Attest: ___________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
DEUTSCHE INVESTORS FUNDS, INC.
On behalf of Japanese Equity Fund
Attest: ______________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
Attest: ______________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: President
-36-
Exhibit A
Ordinary Fund Operating
Expenses
Fund (as a percentage of average
daily net assets)
Japanese Equity Fund - Class A Shares 1.60%
Japanese Equity Fund - Class B Shares 2.35%
Japanese Equity Fund - Class C Shares 2.35%
-37-
[FORM OF] EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 1st day of January,
2002 by and among DEUTSCHE INVESTORS PORTFOLIOS TRUST, a New York business trust
(the "Trust") on behalf of TOP 50 ASIA PORTFOLIO, (the "Portfolio"), DEUTSCHE
INVESTORS FUNDS, INC., a Maryland Corporation (the "Corporation") on behalf of
TOP 50 ASIA FUND, (the "Fund"), and INVESTMENT COMPANY CAPITAL CORP., a Maryland
corporation ("ICCC"), with respect to the following:
WHEREAS, ICCC serves as the Portfolio's Investment Advisor (the "Advisor")
pursuant to an Investment Advisory Agreement dated May 7, 2001, and the Fund's
Administrator pursuant to a Master Services Agreement dated September 1, 2000
(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:
10. ICCC, in its capacity as the Portfolio's Advisor and Fund's
Administrator, 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 for
the period January 1, 2002 through December 31, 2002. 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.
-38-
11. 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 Trustees of
the Trust with respect to the Portfolio, by the Board of
Directors of the Corporation with respect to the Fund and, unless
sooner terminated as provided herein, shall continue in effect as
to the 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
Trustees/Directors of the Trust and Corporation. Upon the
termination of any of the Agreements, this Agreement shall
automatically terminate with respect to the Portfolio and Fund.
12. 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.
-39-
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.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
On behalf of Top 50 Asia Portfolio
Attest: ___________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
DEUTSCHE INVESTORS FUNDS, INC.
On behalf of Top 50 Asia Fund
Attest: ______________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
Attest: ______________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: President
-40-
Exhibit A
Ordinary Fund Operating
Expenses
Fund (as a percentage of average
daily net assets)
Top 50 Asia Fund - Class A Shares 1.60%
Top 50 Asia Fund - Class B Shares 2.35%
Top 50 Asia Fund - Class C Shares 2.35%
-41-
[FORM OF] EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 1st day of January,
2002 by and among DEUTSCHE INVESTORS PORTFOLIOS TRUST, a New York business trust
(the "Trust") on behalf of TOP 50 EUROPE PORTFOLIO, (the "Portfolio"), DEUTSCHE
INVESTORS FUNDS, INC., a Maryland Corporation (the "Corporation") on behalf of
TOP 50 EUROPE FUND, (the "Fund"), and INVESTMENT COMPANY CAPITAL CORP., a
Maryland corporation ("ICCC"), with respect to the following:
WHEREAS, ICCC serves as the Portfolio's Investment Advisor (the "Advisor")
pursuant to an Investment Advisory Agreement dated May 7, 2001, and the Fund's
Administrator pursuant to a Master Services Agreement dated September 1, 2000
(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:
13. ICCC, in its capacity as the Portfolio's Advisor and Fund's
Administrator, 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 for the period January 1,
2002 through December 31, 2002. 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.
-42-
14. 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 Trustees of the
Trust with respect to the Portfolio, by the Board of Directors of
the Corporation with respect to the Fund and, unless sooner
terminated as provided herein, shall continue in effect as to the
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
Trustees/Directors of the Trust and Corporation. Upon the
termination of any of the Agreements, this Agreement shall
automatically terminate with respect to the Portfolio and Fund.
15. 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.
-43-
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.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
On behalf of Top 50 Europe Portfolio
Attest: ___________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
DEUTSCHE INVESTORS FUNDS, INC.
On behalf of Top 50 Europe Fund
Attest: ______________________ By: _____________________
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
Attest: ______________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: President
-44-
Exhibit A
Ordinary Fund Operating
Expenses
(as a percentage of average
daily net assets)
Fund assets)
Top 50 Europe Fund - Class A Shares 1.60%
Top 50 Europe Fund - Class B Shares 2.35%
Top 50 Europe Fund - Class C Shares 2.35%
-45-
[FORM OF] EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 1st day of January,
2002 by and among DEUTSCHE INVESTORS PORTFOLIOS TRUST, a New York business trust
(the "Trust") on behalf of TOP 50 WORLD PORTFOLIO, (the "Portfolio"), DEUTSCHE
INVESTORS FUNDS, INC., a Maryland Corporation (the "Corporation") on behalf of
TOP 50 WORLD FUND, (the "Fund"), and INVESTMENT COMPANY CAPITAL CORP., a
Maryland corporation ("ICCC"), with respect to the following:
WHEREAS, ICCC serves as the Portfolio's Investment Advisor (the
"Advisor") pursuant to an Investment Advisory Agreement dated May 7, 2001, and
the Fund's Administrator pursuant to a Master Services Agreement dated September
1, 2000 (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:
16. ICCC, in its capacity as the Portfolio's Advisor and Fund's
Administrator, 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
for the period January 1, 2002 through December 31, 2002. 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.
-46-
17. 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 Trustees of the Trust
with respect to the Portfolio, by the Board of
Directors of the Corporation with respect to the Fund
and, unless sooner terminated as provided herein,
shall continue in effect as to the 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 Trustees/Directors of the Trust and Corporation.
Upon the termination of any of the Agreements, this
Agreement shall automatically terminate with respect
to the Portfolio and Fund.
18. 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.
-47-
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.
DEUTSCHE INVESTORS PORTFOLIOS TRUST
On behalf of Top 50 World Portfolio
Attest:________________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
DEUTSCHE INVESTORS FUNDS, INC.
On behalf of Top 50 World Fund
Attest:___________________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxx X. Xxxxxx
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
Attest:_________________________ By: ______________________
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: President
-48-
Exhibit A
Ordinary Fund Operating
Expenses
Fund (as a percentage of average
daily net assets)
Top 50 World Fund - Class A Shares 1.60%
Top 50 World Fund - Class B Shares 2.35%
Top 50 World Fund - Class C Shares 2.35%
-49-
