Exhibit(h)(vii)
FORM OF
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 1st day of
December, 2002 by and among DEUTSCHE INVESTORS PORTFOLIOS TRUST, a New York
business trust (the "Trust") on behalf of the portfolio listed on Exhibit A,
(the "Portfolio"), DEUTSCHE INVESTORS FUNDS, INC., a Maryland Corporation (the
"Corporation") on behalf of the fund listed on Exhibit B, (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 the
Portfolio's 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 C, as may be amended from time to time, do
not exceed the percentage of average daily net assets set
forth on Exhibit C for the period December 1, 2002 through
December 31, 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
2
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
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.
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 the Portfolio listed on Exhibit A
Attest: By:
-------------------------- --------------------------
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Secretary
DEUTSCHE INVESTORS FUNDS, INC.
On behalf of the Fund listed on Exhibit B
Attest: By:
-------------------------- --------------------------
Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Assistant Secretary
INVESTMENT COMPANY CAPITAL CORP.
Attest: By:
-------------------------- --------------------------
Name: Xxxx X. Xxxxx Name: Xxxxxxx X. Xxxx
Title: President
Exhibit A
Deutsche Investors Portfolios Trust
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Top 50 US Portfolio
Exhibit B
Deutsche Investors Funds, Inc.
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Top 50 US Fund
Exhibit C
Ordinary Fund Operating
Expenses
Fund (as a percentage of average
daily net 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%
