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Exhibit 99(h)(3)
EXPENSE LIMITATION AGREEMENT
THIS EXPENSE LIMITATION AGREEMENT is made as of the 31/st/ day of March
2000, 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 COMPANY, 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 June 4, 1999, 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
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 period
from March 31, 2000 to July 31, 2001, 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.
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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.
ON BEHALF OF THE TRUST AND
PORTFOLIO TRUST LISTED BELOW:
BT PYRAMID MUTUAL FUNDS
ASSET MANAGEMENT PORTFOLIO
Attest: /s/ Amy M. Olmert By: /s/ Daniel O. Hirsch
Name: Amy M. Olmert Name: Daniel O. Hirsch
Title: Secretary
BANKERS TRUST COMPANY
Attest: /s/ Amy M. Olmert By: /s/ Ross Youngman
Name: Amy M. Olmert Ross Youngman
Managing Director
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Exhibit A
Total Fund Operating Expenses
Fund (as a percentage of average daily net assets)
---- ---------------------------------------------
BT Institutional Asset Management 0.60%
Fund
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