Exhibit 99. - h(vii)
[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:
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 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.
1
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.
2
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
III. 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
3
Exhibit A
Ordinary Fund Operating
Expenses
(as a percentage of average
Fund 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%
-------------------------------------- -----
4
[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 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; (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
5
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.
6
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
IV. 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
7
Exhibit A
Ordinary Fund Operating
Expenses
(as a percentage of average
Fund 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%
------------------------------------- -----
8
[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:
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.
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
9
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.
10
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
V. 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
11
Exhibit A
Ordinary Fund Operating
Expenses
(as a percentage of average
Fund 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%
--------------------------------- -----
12
[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:
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.
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
13
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.
14
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
VI. 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
15
Exhibit A
Ordinary Fund Operating
Expenses
(as a percentage of average
Fund daily net 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%
----------------------------------- -----
16
[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:
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.
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
17
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.
18
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
VII. 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
19
Exhibit A
Ordinary Fund Operating
Expenses
(as a percentage of average
Fund 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%
------------------------------- -----
20
[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.
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
21
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.
22
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
VIII. 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
23
Exhibit A
Ordinary Fund Operating
Expenses
(as a percentage of average
Fund 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%
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24
