1
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
2
(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;
2
3
(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;
3
4
(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;
4
5
(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
5
6
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
6
7
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.
7
8
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.
8
9
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.
9
10
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
10
11
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.
11
12
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.
12
13
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.
[Remainder of the page intentionally left blank]
13
14
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:
------------------------------
14
15
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.
A-1
16
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 BISYS FUND SERVICES, INC.
CURRENCY FUND
By: By:
----------------------------- -----------------------------
A-2
