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Exhibit 99h.2
FUND ACCOUNTING AGREEMENT
AGREEMENT made this 1st day of March, 1999, between the INTERNATIONAL
CURRENCY FUND (the "Trust"), a Delaware business trust and BISYS FUND SERVICES,
INC. ("Fund Accountant"), a corporation organized under the laws of the State of
Delaware.
WHEREAS, Fund Accountant is an affiliate of BISYS Fund Services Ohio,
Inc., BISYS Fund Services Limited Partnership and BISYS Fund Services (Ireland)
Limited (each such entity and any other entity hereafter providing services
under a BISYS Agreement (as defined below) is hereinafter referred to as a
"BISYS Entity");
WHEREAS, concurrently herewith, Fund Accountant and the other BISYS
Entities are entering into other agreements to provide services to the Trust,
SSgA International Liquidity Fund, SSgA Cash Management Fund PLC (such
agreements and any other comparable agreements in effect from time to time being
referred to collectively as the "BISYS Agreements");
WHEREAS, the Trust desires that Fund Accountant perform certain fund
accounting services for each investment portfolio of the Trust, all as now or
hereafter may be established from time to time (individually referred to herein
as the "Portfolio" and collectively as the "Portfolios"); and
WHEREAS, Fund Accountant is willing to perform such services on the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. SERVICES AS FUND ACCOUNTANT.
(a) MAINTENANCE OF BOOKS AND RECORDS. Fund Accountant will keep and
maintain the following books and records of each Portfolio
pursuant to Rule 31a-1 under the Investment Company Act of
1940 (the "Rule"):
(i) Journals containing an itemized daily record in detail of
all purchases and sales of securities, all receipts and
disbursements of cash and all other debits and credits,
as required by subsection (b)(1) of the Rule;
(ii) General and auxiliary ledgers reflecting all asset,
liability, reserve, capital, income and expense accounts,
including interest accrued and interest received, as
required by subsection (b)(2)(I) of the Rule;
(iii) Separate ledger accounts required by subsection
(b)(2)(ii) and (iii) of the Rule; and
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(iv) A monthly trial balance of all ledger accounts (except
shareholder accounts) as required by subsection (b)(8) of
the Rule.
(b) PERFORMANCE OF DAILY ACCOUNTING SERVICES. In addition to the
maintenance of the books and records specified above, Fund
Accountant shall perform the following accounting services daily
for each Portfolio:
(i) Calculate the net asset value per share using amortized
cost pricing or utilizing prices obtained from the
sources described in subsection 1(b)(ii) below, as
appropriate;
(ii) Obtain security prices from independent pricing services,
or if such quotes are unavailable, then obtain such
prices from each Portfolio's investment adviser or its
designee, as approved by the Trust's Board of Trustees;
(iii) Reconcile with the Portfolios' custodian all daily trade
activity;
(iv) Compute, as appropriate, each Portfolio's net income and
capital gains, dividend payables, dividend factors, 7-day
yields, 7-day effective yields, 30-day yields, and
weighted average portfolio maturity;
(v) Review daily the net asset value calculation and dividend
factor (if any) for each Portfolio prior to release to
shareholders, check and confirm the net asset values and
dividend factors for reasonableness and deviations, and
distribute net asset values and yields to NASDAQ;
(vi) Report to the Trust the daily market pricing of
securities in any Portfolio, with the comparison to the
amortized cost basis;
(vii) Determine unrealized appreciation and depreciation on
securities held in variable net asset value Portfolios;
(viii) Amortize premiums and accrete discounts on securities
purchased at a price other than face value, if requested
by the Trust;
(ix) Update fund accounting system to reflect rate changes, as
received from a Portfolio's investment adviser, on
variable interest rate instruments;
(x) Post Portfolio transactions to appropriate categories;
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(xi) Accrue expenses of each Portfolio according to
instructions received from the Trust's Administrator;
(xii) Determine the outstanding receivables and payables for
all (1) security trades, (2) Portfolio share transactions
and (3) income and expense accounts;
(xiii) Provide accounting reports in connection with the Trust's
regular annual audit and other audits and examinations by
regulatory agencies; and
(xiv) Provide such periodic reports as the parties shall agree
upon, as set forth in a separate schedule.
(c) SPECIAL REPORTS AND SERVICES.
(i) Fund Accountant may provide additional special reports
upon the request of the Trust or a Portfolio's investment
adviser, which may result in an additional charge, the
amount of which shall be agreed upon between the parties.
(ii) Fund Accountant may provide such other similar services
with respect to a Portfolio as may be reasonably
requested by the Trust, which may result in an additional
charge, the amount of which shall be agreed upon between
the parties.
(d) ADDITIONAL ACCOUNTING SERVICES. Fund Accountant shall also
perform the following additional accounting services for each
Portfolio:
(i) Provide monthly a download (and hard copy thereof) of the
financial statements described below, upon request of the
Trust. The download will include the following items:
Statement of Assets and Liabilities,
Statement of Operations,
Statement of Changes in Net Assets, and
Condensed Financial Information;
(ii) Provide accounting information for the following:
(A) U.S. federal and state income tax returns, U.S.
federal excise tax returns, U.K. distributor filings
and such other similar regulatory filings as are
deemed necessary or appropriate by the Trust;
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(B) the Trust's semi-annual reports with the Securities
and Exchange Commission ("SEC") on Form N-SAR;
(C) the Trust's annual, semi-annual and quarterly
(if any) shareholder reports;
(D) registration statements on Form N-1A and other
filings relating to the registration of shares;
(E) the Administrator's monitoring of the Trust's status
as a regulated investment company under Subchapter M
of the Internal Revenue Code, as amended;
(F) annual audit by the Trust's auditors; and
(G) examinations performed by the SEC.
2. DELEGATION.
The Trust consents to the appointment of Fund Accountant's
affiliate BISYS Fund Services (Ireland) Limited ("BISYS Ireland") to provide
certain services under this Agreement and the Trust further agrees that Fund
Accountant may delegate the responsibility to perform certain services to be
provided under this agreement to non-affiliated third parties with the prior
express written consent of the Trust, provided that, to the extent that the
services delegated involve only such ministerial tasks as are routinely and
commonly delegated by similarly situated service providers, such consent shall
not be unreasonably withheld; provided, however, that Fund Accountant shall be
fully responsible for the acts and omissions of BISYS Ireland and its other
delegates and shall not be relieved of any of its responsibilities hereunder by
any such delegation.
3. COMPENSATION.
The Trust shall pay Fund Accountant for the services to be provided
by Fund Accountant under this Agreement in accordance with, and in the manner
set forth in, Schedule A hereto, as such Schedule may be amended from time to
time.
4. REIMBURSEMENT OF EXPENSES.
In addition to paying Fund Accountant the fees described in Section
3 hereof, the Trust agrees to reimburse Fund Accountant for the following
out-of-pocket expenses incurred in providing services hereunder:
(a) All freight and other delivery and bonding charges incurred by Fund
Accountant in delivering materials to and from the Trust;
(b) All direct telephone, telephone transmission and telecopy or other
electronic transmission expenses incurred by Fund Accountant in
fulfilling its obligations under this Agreement, other than
expenses incurred in communicating with the other BISYS Entities
and any other affiliates, or the Trust's investment adviser;
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(c) The cost of obtaining security market quotes pursuant to
Section l(b)(ii) above;
(d) The cost of microfilm or microfiche of records or other materials;
(e) All systems-related expenses associated with the provision of
special reports and services pursuant to Section 1(c) herein; and
(f) Any expenses Fund Accountant shall incur at the written direction
of an officer of the Trust thereunto duly authorized.
5. EFFECTIVE DATE.
This Agreement shall become effective with respect to a Portfolio
as of the date first written above (or, if a particular Portfolio is not in
existence on that date, on the date such Portfolio commences operation) (the
"Effective Date").
6. TERM.
This Agreement shall continue in effect with respect to a
Portfolio, unless earlier terminated by either party hereto as provided
hereunder, until March 1, 2000 (the "Initial Term"). Thereafter, if not earlier
terminated as herein provided, it shall continue from year to year so long as
such continuance with respect to any such Portfolio is approved at least
annually by the Trustees of the Trust. Notwithstanding the foregoing, this
Agreement may be terminated by either party, without payment of any penalty, at
any time with respect to any Portfolio upon not less than 120 days' prior
written notice to the other party. Notwithstanding the foregoing, after such
termination for so long as Fund Accountant, with the written consent of the
Trust, in fact continues to perform any one or more of the services contemplated
by this Agreement or any schedule or exhibit hereto, the provisions of this
Agreement, including without limitation the provisions dealing with
indemnification, shall continue in full force and effect. Compensation due Fund
Accountant and unpaid by the Trust upon such termination shall be immediately
due and payable upon and notwithstanding such termination. Fund Accountant shall
be entitled to collect from the Trust, in addition to the compensation described
under Section 3 hereof, the amount of all of Fund Accountant's cash
disbursements for services in connection with Fund Accountant's activities in
effecting such termination, including without limitation, the delivery to the
Trust and/or its designees of the Trust's property, records, instruments and
documents, or any copies thereof. Subsequent to such termination, for a
reasonable fee, Fund Accountant shall deliver to the Trust any Trust documents
or records remaining in its possession.
Notwithstanding the foregoing, the Trust may terminate this
Agreement at any time for Cause, as defined below, without incurring any
additional cost. For purposes of this Agreement, the term "Cause" shall mean
(i) dishonest statements or acts with respect to the Trust or any affiliate
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thereof; (ii) failure to perform to the reasonable satisfaction of the Trust's
Board of Trustees a substantial portion of Fund Accountant's duties and
responsibilities hereunder; (iii) gross negligence or willful misconduct of Fund
Accountant with respect to the Trust or any affiliate thereof; or (iv) a
material breach by Fund Accountant of any of Fund Accountant's obligations
hereunder; provided, however, that the Administrator shall have 30 days to cure
any such breach following a written notice from the Company relating to such
breach.
7. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION.
Fund Accountant shall use its best efforts to insure the accuracy
of all services performed under this Agreement, but shall not be liable to the
Trust for any action taken or omitted by Fund Accountant in the absence of bad
faith, willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties. A Portfolio agrees to indemnify and hold harmless Fund
Accountant, its employees, agents, directors, officers and nominees from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to Fund Accountant's actions
taken or nonactions with respect to the performance of services under this
Agreement with respect to such Portfolio or based, if applicable, upon
reasonable reliance on information, records, instructions or requests with
respect to such Portfolio given or made to Fund Accountant by a duly authorized
representative of the Trust; provided that this indemnification shall not apply
to actions or omissions of Fund Accountant in cases of its own bad faith,
willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties. For purposes of this Agreement, actions or omissions by
any BISYS Entity or its employees, agents, directors, officers or nominees made
in any capacity shall be deemed to be actions or omissions by Fund Accountant.
Any actions or omissions by a person who is both an officer or employee of the
Trust and an officer or employee of any BISYS Entity shall be deemed to have
been committed solely in such person's capacity as an officer or employee of
such BISYS Entity.
The Trust's agreement to indemnify Fund Accountant, its partners
and employees and any such controlling person, as aforesaid, is expressly
conditioned upon the Trust being notified of any action brought against Fund
Accountant, its partners or employees, or any such controlling person, such
notification to be given in accordance with Section 19 hereof within 10 days
after the summons or other first legal process shall have been served. The
failure to so notify the Trust of any such action shall not relieve the Trust
from any liability which the Trust may have to the person against whom such
action is brought by reason of any such untrue, or allegedly untrue, statement
or omission, or alleged omission, otherwise than with respect to incremental
liabilities resulting from such failure. The Trust will be entitled to assume
the defense of any suit brought to enforce any such claim, demand or liability,
but, in such case, such defense shall be conducted by counsel of good standing
chosen by the Trust and approved by Fund Accountant, which approval shall not be
unreasonably withheld. In the event the Trust elects to assume the defense of
any such suit and retain counsel of good standing approved by Fund Accountant,
the defendant or defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case the
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Trust does not elect to assume the defense of any such suit, or in case Fund
Accountant reasonably does not approve of counsel chosen by the Trust, the Trust
will reimburse Fund Accountant, its partners and employees, or the controlling
person or persons named as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by Fund Accountant or them.
8. RECORD RETENTION AND CONFIDENTIALITY.
Fund Accountant shall keep and maintain on behalf of the Trust all
books and records which the Trust and Fund Accountant is, or may be, required to
keep and maintain pursuant to any applicable statutes, rules and regulations,
including without limitation Rules 31a-1 and 31a-2 under the Investment Company
Act of 1940, as amended (the "1940 Act"), relating to the maintenance of books
and records in connection with the services to be provided hereunder. Fund
Accountant further agrees that all such books and records shall be the property
of the Trust and to make such books and records available for inspection by the
Trust or by the Securities and Exchange Commission at reasonable times and
otherwise to keep confidential all books and records and other information
relative to the Trust and its shareholders; except when requested to divulge
such information by duly-constituted authorities or court process.
9. REPORTS.
Fund Accountant will furnish to the Trust and to its properly
authorized auditors, investment advisers, examiners, distributors, dealers,
underwriters, salesmen, insurance companies and others designated by the Trust
in writing, such reports and at such times as are prescribed pursuant to the
terms and the conditions of this Agreement to be provided or completed by Fund
Accountant, or as subsequently agreed upon by the parties pursuant to an
amendment hereto.
10. RIGHTS OF OWNERSHIP.
All computer programs and procedures developed to perform services
required to be provided by Fund Accountant under this Agreement are the property
of Fund Accountant. All records and other data except such computer programs and
procedures are the exclusive property of the Trust and all such other records
and data will be furnished to the Trust in appropriate form as soon as
practicable after termination of this Agreement for any reason.
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11. RETURN OF RECORDS.
Fund Accountant may at its option at any time, and shall promptly
upon the Trust's demand, turn over to the Trust and cease to retain Fund
Accountant's files, records and documents created and maintained by Fund
Accountant pursuant to this Agreement which are no longer needed by Fund
Accountant in the performance of its services or for its legal protection. If
not so turned over to the Trust, such documents and records will be retained by
Fund Accountant for six years from the year of creation. At the end of such
six-year period, such records and documents will be turned over to the Trust
unless the Trust authorizes in writing the destruction of such records and
documents.
12. REPRESENTATIONS OF THE TRUST.
The Trust certifies to Fund Accountant that: (1) as of the close of
business on the Effective Date, each Portfolio that is in existence as of the
Effective Date has authorized unlimited shares, and (2) this Agreement has been
duly authorized by the Trust and, when executed and delivered by the Trust, will
constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.
13. REPRESENTATIONS OF FUND ACCOUNTANT.
Fund Accountant represents and warrants that: (1) the various
procedures and systems which Fund Accountant has implemented with regard to
safeguarding from loss or damage attributable to fire, theft, or any other cause
the records, and other data of the Trust and Fund Accountant's records, data,
equipment facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as are required for the secure performance of its obligations
hereunder, and (2) this Agreement has been duly authorized by Fund Accountant
and, when executed and delivered by Fund Accountant, will constitute a legal,
valid and binding obligation of Fund Accountant, enforceable against Fund
Accountant in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties.
14. INSURANCE.
Fund Accountant shall notify the Trust should any of its insurance
coverage be canceled or reduced. Such notification shall include the date of
change and the reasons therefor. Fund Accountant shall notify the Trust of any
material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify the
Trust from time to time as may be appropriate of the total outstanding claims
made by Fund Accountant under its insurance coverage.
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15. INFORMATION TO BE FURNISHED BY THE TRUST AND PORTFOLIOS.
The Trust has furnished to Fund Accountant the following:
(a) Copies of the Declaration of Trust of the Trust and of any
amendments thereto, certified by the proper official of the
state in which such document has been filed.
(b) Copies of the following documents:
(i) The Trust's Bylaws and any amendments thereto; and
(ii) Certified copies of resolutions of the Board of Trustees
covering the approval of this Agreement, authorization of
a specified officer of the Trust to execute and deliver
this Agreement and authorization for specified officers of
the Trust to instruct Fund Accountant thereunder.
(c) A list of all the officers of the Trust, together with specimen
signatures of those officers who are authorized to instruct
Fund Accountant in all matters.
(d) Two copies of the Prospectuses and Statements of Additional
Information for each Portfolio.
16. INFORMATION FURNISHED BY FUND ACCOUNTANT.
(a) Fund Accountant has furnished to the Trust the following:
(i) Fund Accountant's Articles of Incorporation; and
(ii) Fund Accountant's Bylaws and any amendments thereto.
(b) Fund Accountant shall, upon request, furnish certified copies
of corporate actions covering the following matters:
(i) Approval of this Agreement, and authorization of a
specified officer of Fund Accountant to execute and
deliver this Agreement; and
(ii) Authorization of Fund Accountant to act as fund accountant
for the Trust and to provide accounting services for the
Trust.
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17. AMENDMENTS TO DOCUMENTS.
The Trust shall furnish Fund Accountant with written copies of any
amendments to, or changes in, any of the items referred to in Section 15 hereof
forthwith upon such amendments or changes becoming effective. In addition, the
Trust agrees that no amendments will be made to the Prospectuses or Statements
of Additional Information of the Trust which might have the effect of changing
the procedures employed by Fund Accountant in providing the services agreed to
hereunder or which amendment might affect the duties of Fund Accountant
hereunder unless the Trust first obtains Fund Accountant's approval of such
amendments or changes, such approval not to be unreasonably withheld.
18. COMPLIANCE WITH LAW.
Except for the obligations of Fund Accountant set forth in Section
7 hereof, the Trust assumes full responsibility for the preparation, contents
and distribution of each prospectus of the Trust as to compliance with all
applicable requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the 1940 Act and any other laws, rules and regulations of
governmental authorities having jurisdiction. Fund Accountant shall have no
obligation to take cognizance of any laws relating to the sale of the Trust's
shares. The Trust represents and warrants that no shares of the Trust will be
offered to the public until the Trust's registration statement under the
Securities Act and the 1940 Act has been declared or becomes effective.
19. NOTICES.
Any notice, demand, request or other communication which may be
required or contemplated herein shall be sufficiently given if (i) given either
by facsimile transmission or telex, by reputable overnight delivery service,
postage prepaid, or by registered or certified mail, postage prepaid and return
receipt requested, to the address indicated below or to such other address as
any party hereto may specify as provided herein, or (ii) delivered personally at
such address.
If to the Trust: State Street Global Advisers
Xxxxxx House
00 Xxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X0XX
Attention: Xxxxx X. Xxxxxxxxx
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with a copy to:
Xxxxxxxx R.T. Xxxxxx
Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000-0000
If to Fund Accountant 0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000.
Attention: J. Xxxxx Xxxxx
21. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
It is expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust
property of the Trust. The execution and delivery of this Agreement have been
authorized by the Trustees, and this Agreement has been signed and delivered by
an authorized officer of the Trust, acting as such, and neither such
authorization by the Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Trust as provided in the Trust's Agreement and Declaration of Trust.
22. SEVERAL OBLIGATIONS OF THE PORTFOLIOS.
The Trust is a series company with multiple series, the Portfolios,
and has entered into this Agreement on behalf of those series, as amended from
time to time on notice to the Fund Accountant. With respect to any obligation of
the Trust on behalf of any Portfolio arising hereunder, the Fund Accountant
shall look for payment or satisfaction of such obligations solely to the assets
and property of the Portfolios to which such obligation relates as though the
Trust had separately contracted with the Fund Accountant by separate written
instrument with respect to each Portfolio. In addition, this Agreement may be
terminated with respect to one or more Portfolios without affecting the rights,
duties or obligations of any of the other Portfolios.
23. ASSIGNMENT.
This Agreement and the rights and duties hereunder shall not be
assignable with respect to a Portfolio by either of the parties hereto except by
the specific written consent of the other party. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.
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24. GOVERNING LAW.
This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of the State of Ohio. No provision of this
Agreement shall be deemed to limit the duties or obligations of Fund Accountant
or any other BISYS Entity under any other BISYS Agreement.
25. FORCE MAJEURE.
If the Fund Accountant is prevented, hindered or delayed from or in
performing any of its obligations under this Agreement by a Force Majeure Event
(as defined below), then:
(a) (i) the Fund Accountant's obligations under this Agreement
shall be suspended for so long as the Force Majeure Event
continues and to the extent that it is so prevented,
hindered or delayed;
(ii) as soon as possible after the commencement of the Force
Majeure Event the Fund Accountant shall notify the
Company in writing of the occurrence of the Force
Majeure Event, the date of commencement of the Force
Majeure Event and the effect of the Force Majeure
Event on the Fund Accountant's ability to perform its
obligations under this Agreement; and
(iii) as soon as possible after the cessation of the Force
Majeure Event the Fund Accountant shall notify the
Company in writing of the cessation of the Force
Majeure Event and shall resume performance of its
obligations under this Agreement.
(b) If the Force Majeure continues for more than one month after
the commencement of the Force Majeure Event either party may
terminate this Agreement by giving not less than seven days
notice in writing to the other party.
(c) "Force Majeure Event" means any event beyond the reasonable
control of a party including, without limitation, acts of God,
war, riot, civil commotion, malicious damage, compliance with
any law or governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire, flood or
storm.
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26. MISCELLANEOUS.
Paragraph headings in this agreement are included for convenience
only and are not to be used to construe or interpret this Agreement. For
purposes of this Agreement, no officer of the Trust who is an employee of any
BISYS Entity shall be deemed to be an authorized representative of the Trust for
the purposes of giving or receiving any notice, consent, or other communication
pursuant to Sections 2, 4(e), 6, 7, 11, 14, 23 or 25 of this Agreement or not in
the ordinary course of business. No provision of this Agreement shall be deemed
to limit the duties or obligations of Fund Accountant or any other BISYS Entity
under any other BISYS Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
INTERNATIONAL CURRENCY FUND
By:______________________________________
Title:___________________________________
BISYS FUND SERVICES, INC.
By:______________________________________
Title:___________________________________
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Dated: March 1, 1999
SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
INTERNATIONAL CURRENCY FUND
AND
BISYS FUND SERVICES, INC.
FEES
Fund Accountant shall be entitled to receive a fee from each Portfolio in
accordance with the following schedule:
FUND ACCOUNTING FEES
GROSS FEE PER PORTFOLIO*
Two one-hundredths of one percent (.02%) of each
Portfolio's average daily net assets up to
$500 million
One one-hundredths of one percent (.01%) of each
Portfolio's average daily net assets in excess of
$500 million up to $1 billion
Three quarters one-hundredths of one percent (.0075%)
of each Portfolio's average daily net assets in
excess of $1 billion
* The average daily net asset value of a Portfolio refers to the
amount in the relevant designated currency. All fees are incremental.
OUT-OF-POCKET EXPENSES
Fund Account shall be entitled to be reimbursed for all reasonable
out-of-pocket expenses authorized by section 4 of the Fund
Accounting Agreement.
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PRORATION OF FEES
The fee for the period from the day of the month this Agreement is
entered into until the end of that month shall be prorated
according to the proportion which such period bears to the full
monthly period. Upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be
prorated according to the proportion which such period bears to
the full monthly period and shall be payable upon the date of
termination of this Agreement.
For purposes of determining the fees payable, the applicable rate
will be applied on an annual basis to each of the Portfolio's
average daily net assets, to the Administrator, the value of the
net assets of a particular Portfolio shall be computed in the
manner described in the Company's Declaration of Trust or in the
Prospectus or Statement of Additional Information respecting that
Portfolio as from time to time is in effect for the computation of
the value of such net assets in connection with the determination
of the liquidating value of the shares of such Portfolio.
The parties hereby confirm that the fees payable hereunder shall
be applied to each Portfolio as a whole, and not to separate
classes of shares within the portfolios.
INTERNATIONAL CURRENCY FUND BISYS FUND SERVICES, INC.
By:________________________________ By:____________________________________
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