Exhibit (h)(ii)
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 14th day of December,
2004 by and between XXXXXXX INSTITUTIONAL FUNDS, a Massachusetts business trust
(the "Trust"), DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., a Delaware
corporation (the "Advisor"), and INVESTMENT COMPANY CAPITAL CORPORATION, a
Maryland business corporation (the "Administrator"), with respect to the
following:
WHEREAS, the Advisor serves as Investment Advisor to the Trust's series
set forth on Exhibit A pursuant to an Investment Advisory Agreement dated
December 14, 2004 and the Administrator serves as the Trust's Administrator
pursuant to an Administration Agreement 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 all costs not specifically
borne by the Advisor 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.
2. This Agreement shall be effective as to each Fund as of the date the
Fund commences operations after this Agreement shall have been
approved by the Board of Trustees of the Trust with respect to that
Fund 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 (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 Delaware.
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.
XXXXXXX INSTITUTIONAL FUNDS
Attest:/s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxxxx
----------------------- -----------------------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxx X. Xxxxxxxxx
Title: Vice President and Assistant
Secretary
DEUTSCHE INVESTMENT
MANAGEMENT AMERICAS INC.
Attest: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------- -----------------------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary
INVESTMENT COMPANY CAPITAL
CORPORATION
Attest: /s/ Xxxxxxx Xxxxxx By: /s/Xxxxxxx X. Xxxxxxxxx
---------------------- -----------------------------------------
Name: Xxxxxxx Xxxxxx Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Secretary
EXHIBIT A
Total Fund Operating Expenses
Fund (as a percentage of average daily net assets)
---- ---------------------------------------------
Xxxxxxx Commodity Securities Fund - Class A Shares 1.50%
Xxxxxxx Commodity Securities Fund - Class B Shares 2.25%
Xxxxxxx Commodity Securities Fund - Class C Shares 2.25%
Xxxxxxx Commodity Securities Fund - Institutional Class Shares 1.25%
Xxxxxxx Commodity Securities Fund - Class S Shares 1.35%
