EXPENSE LIMITATION AGREEMENT
Exhibit
(h)(3)
THIS EXPENSE LIMITATION
AGREEMENT (“Expense Limitation
Agreement”) is made as of the 1st day of October,
2007 by and between each of the funds listed on Exhibit
A hereto (as may be amended from time to time), each
of which is a Massachusetts business trust, a Maryland corporation or a New York
trust (each, a “Fund” and collectively, the “Funds”), and DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.,
a Delaware corporation (the “Advisor”), with respect to the
following:
WHEREAS, each Fund is registered under the
Investment Company Act of 1940, as amended (the “1940
Act”), with such series (each a “Series”) and classes (each a “Class”) as listed on Exhibit
A; and
WHEREAS, the Advisor serves as Investment
Advisor to each Series pursuant to an Investment Advisory
Agreement;
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 agrees to waive its fees and/or reimburse expenses (or to
cause its affiliates to waive their fees and/or reimburse expenses) to the
extent necessary so that the “total annual fund operating expenses” for each
Series or Class, as applicable, do not exceed the percentage of average daily
net assets set forth on Exhibit A. For the purposes of this Expense Limitation
Agreement, “total annual fund operating expenses” for a Series or Class shall
consist of all expenses and costs of a Fund not specifically borne by the
Advisor or a Series’ principal underwriter, including investment advisory fees,
administration fees, distribution and shareholder service fees, fees for
necessary professional services, and costs associated with regulatory compliance
and maintaining legal existence and shareholder relations, but excluding the
following: (a) portfolio transaction and other investment-related costs
(including brokerage commissions, dealer and underwriter spreads, commitment
fees on leverage facilities (but not commitment fees on credit facilities),
prime broker fees and expenses, interest expense, dividend expenses related to
short sales and “Acquired Fund Fees and Expenses” (as defined in Form N-1A));
(b) taxes; and (c) extraordinary expenses. For purposes of this agreement,
“extraordinary expenses” mean any unusual, unexpected and/or nonrecurring
expenses that are approved as such by the Board(s) of Trustees/Directors of the
applicable Fund(s).
2. Notwithstanding
the foregoing, organizational expenses and offering costs related to certain
Funds, Series or Classes as indicated on Exhibit A and that commenced operations
prior to October 1, 2007 are excluded from the limit on “total annual fund
operating expenses,” but suchorganizational expenses and offering costs shall be
subject to a separate limit of 10 basis points.
3. This Expense
Limitation Agreement shall be effective as to each Fund, Series or Class, as
applicable, for the period set forth in Exhibit A. Upon the termination of the
Agreement, this Expense Limitation Agreement shall automatically terminate with
respect to the affected Fund. The obligation of the Advisor under Paragraph 1
hereof shall survive the
termination of the Investment Advisory Agreement solely as to expenses
and obligations incurred prior to the date of such termination.
4. Any question of
interpretation of any term or provision of this Expense Limitation Agreement
having a counterpart in or otherwise derived from a term or provision of the
1940 Act shall be resolved by the parties hereto, taking into consideration and
assigning such weight as they may determine on a case-by-case basis, 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.
Otherwise the provisions of this Expense Limitation Agreement shall be
interpreted in accordance with the laws of Delaware.
5. Amendments. This Expense Limitation Agreement
and the exhibits hereto may be amended by agreement of the affected Fund and the
Advisor. Additional Funds, Series or Classes may be added to this Expense
Limitation Agreement by written agreement of such Fund and the Advisor. The
Advisor may unilaterally amend Exhibit A to extend or lower any expense
limitation and any such amendment shall be subject to the terms of this
Agreement. In addition, the Advisor shall be contractually bound hereunder by
the disclosure of expense limitations contained in the Fund’s prospectus or any
supplements thereto as if such limitations were set forth in Exhibit
A.
6. For each Fund
that is a Massachusetts business trust, a copy of the Fund’s Declaration of
Trust, together with all amendments thereto, is on file in the Office of the
Secretary of the Commonwealth of Massachusetts. For each Fund that is a
Massachusetts business trust, the Advisor is hereby expressly put on notice of
the limitation of liability as set forth in the Fund’s Declaration of Trust and
it agrees that the obligations assumed by the Fund on behalf of each Series
pursuant to this Expense Limitation Agreement will be limited in all cases to
the Series and its assets, and it will not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Series or any other
series of the Fund, or from any Trustee, officer, employee or agent of the Fund.
The Advisor understands that the rights and obligations of each Series under the
Declaration of Trust are separate and distinct from those of any and all other
Series.
7. This Agreement
and all the exhibits attached hereto constitute the entire agreement of the
parties with respect to the subject matter of this Agreement and supersede all
prior negotiations, agreements and understandings with respect
thereto.
IN WITNESS
WHEREOF, the parties hereto have caused this Expense
Limitation Agreement to be executed in duplicate by their respective officers as
of the day and year first above written.
|
Attest:_____________________________
Name: |
DWS FUNDS
By: ______________
Name: Xxxx Xxxxxxxx Title: Secretary |
|
Attest:_____________________________
Name: |
DEUTSCHE INVESTMENT MANAGEMENT AMERICAS
INC.
By: _______________
Name: Title: Chief Operating Officer By:
_______________
Name: Xxxx Xxxxxxxx Title: Director |
EXHIBIT
A
|
Fund
|
Cap on Total Annual Fund Operating Expenses (as a percentage of
average daily net assets)
|
[PLEASE SEE ATTACHED EXHIBIT MATRIX]
