EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 31st day of March, 1999, by
and between BT PYRAMID MUTUAL FUNDS, a Massachusetts Business trust (the
"Trust") and ASSET MANAGEMENT PORTFOLIO, a New York trust (a "Portfolio Trust"),
and BANKERS TRUST, a New York corporation (the "Adviser"), with respect to the
following:
WHEREAS, the Adviser serves as Investment Adviser to BT Pyramid Mutual Funds and
Asset Management Portfolio pursuant to Investment Advisory Agreements dated
August 6, 1996 and April 8, 1992, respectively, and each as re-approved
thereafter; and the Adviser serves as the Trust's Administrator pursuant to an
Administration and Services Agreement dated October 28, 1992, as amended,
(collectively, the "Agreements"); and
WHEREAS, the Adviser has voluntarily agreed, under the Agreements, to waive its
fees and reimburse expenses so that the total operating expenses for the Trust's
series (the "Fund") and the Portfolio Trust's series (the "Portfolio") will not
exceed the percentage of average daily net assets as set forth on Exhibit A; and
WHEREAS, the Trust and the Adviser desire to formalize this voluntary fee waiver
and expense reimbursement arrangement for a 16-month period beginning on March
31, 1999 and ending on July 31, 2000.
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 Adviser agrees to waive its fees and reimburse expenses for a 16-month
period from March 31, 1999 to July 31, 2000, to the extent necessary so
that the Fund's total annual operating expenses do not exceed the
percentage of average daily net assets set forth on Exhibit A.
2. Upon the termination of the Investment Advisory Agreement or the
Administration Agreement, this Agreement shall automatically terminate.
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 Massachusetts.
Exhibit A
Total Fund Operating Expenses
Fund (as a percentage of average daily net assets)
---- ---------------------------------------------
BT Institutional Asset Management Fund 0.60%
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.
[SEAL]
BT PYRAMID MUTUAL FUNDS
Attest: /s/Xxx X. Xxxxxx By: /s/Xxxxxx X. Xxxxxx
Name: Xxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Secretary
ASSET MANAGEMENT PORTFOLIO
Attest: /s/Xxx X. Xxxxxx By: /s/Xxxxxx X. Xxxxxx
Name: Xxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: Secretary
BANKERS TRUST
Attest: /s/Xxx X. Xxxxxx By: /s/Xxxx Xxxxxxxx
Name: Xxx X. Xxxxxx Name: Xxxx Xxxxxxxx
Title: Managing Director
