Exhibit h(vii)(b)
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT is made as of the 15th day of July,
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 each Portfolio's Investment Advisor (the
"Advisor") pursuant to an Investment Advisory Agreement dated May 7, 2001, and
each 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 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 July 15, 2002 through December
31, 2003. 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
underwriters, 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 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 Japanese Equity Portfolio
Attest: By:
-------------------- ---------------------
Name: Name:
Title: Secretary
DEUTSCHE INVESTORS FUNDS, INC.
On behalf of Japanese Equity Fund
Attest: By:
-------------------- ---------------------
Name: Name:
Title: Secretary
INVESTMENT COMPANY CAPITAL CORP.
Attest: By:
-------------------- ---------------------
Name: Name:
Title: President
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%
Japanese Equity Fund - Class S Shares 1.35%
