Exhibit 99. (h)(4)(i)
FORM OF EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 7th day of June,
2002 by and between XXXXXX XXXXXXXX INVESTMENT TRUST, a Delaware business trust
(the "Trust") on behalf of Micro Cap Fund (the "Fund") and DEUTSCHE ASSET
MANAGEMENT, INC., a Delaware corporation ("XxXX, Inc."), with respect to the
following:
WHEREAS, XxXX, Inc. serves as the Trust's Investment Advisor (the
"Advisor") pursuant to an Investment Management Contract dated August 23, 1996,
and the Trust's Administrator (the "Administrator") pursuant to an
Administration Agreement dated August 27, 1998 (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. XxXX, Inc., in its capacity as the Fund's Advisor and 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 also set forth in Exhibit A. For the
purposes of this Agreement, ordinary operating expenses for the Fund
generally consist of costs not specifically borne by the Advisor,
Administrator or the 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 the 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 the 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 Fund after this Agreement
shall have been approved by the Board of Trustees of the Trust 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 of the Trust. Upon the termination of any of the
Agreements, this Agreement shall automatically terminate with respect
to the 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.
XXXXXX XXXXXXXX INVESTMENT TRUST
Attest: By:
----------------------- -------------------------
Name: Xxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Secretary
DEUTSCHE ASSET MANAGEMENT, INC.
Attest: By:
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Name: Xxxxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: Vice President
EXHIBIT A
ORDINARY FUND OPERATING WAIVER PERIOD
EXPENSES
MICRO CAP FUND (AS A PERCENTAGE OF AVERAGE
DAILY NET ASSETS)
Institutional Class 1.49% 09/30/02 - 01/31/04
Investment Class 1.74% 09/30/02 - 01/31//04
Class A 1.74% 06/28/02 - 01/31/04
Class B 2.49% 06/28/02 - 01/31/04
Class C 2.49% 06/28/02 - 01/31/04
