Exhibit h(10)
FUND ACCOUNTING AGREEMENT
THIS AGREEMENT made and effective as of the 3rd day of June, 2002, by
and between INVESTMENT COMPANY CAPITAL CORPORATION, a Maryland Corporation
("ICCC"), on behalf of the mutual funds listed on Exhibit A, as may be amended
from time to time (each a "Fund," collectively, the "Funds"), and ▇▇▇▇▇▇▇ FUND
ACCOUNTING CORPORATION, a corporation organized under the laws of the
Commonwealth of Massachusetts ("▇▇▇▇▇▇▇").
WHEREAS, ICCC is the administrative service provider or fund accounting
agent for the Funds; and
WHEREAS, the Funds are registered as "investment companies" under the
Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, ▇▇▇▇▇▇▇ is an accounting service provider affiliated with ICCC
and the Funds; and
WHEREAS, ICCC performs certain administrative and/or accounting
services for each of the Funds, pursuant to certain agreements listed on
Appendix B; and
WHEREAS, ICCC wishes to sub-contract certain fund accounting services
to ▇▇▇▇▇▇▇, on behalf of each Fund, and ▇▇▇▇▇▇▇ is willing to accept such
sub-contract and appointment to perform certain fund accounting services in
connection with maintaining certain accounting records of each Fund on a
computerized accounting system (the "Portfolio Accounting System");
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto, intending to be legally bound, mutually covenant
and agree as follows:
1. Appointment of Recordkeeping Agent. Subject to the terms and conditions
set forth in this Agreement, ICCC hereby delegates and appoints ▇▇▇▇▇▇▇
as fund accounting agent for each Fund to perform accounting functions
related to portfolio transactions required of each Fund under Rule
31a-1 of the 1940 Act and to calculate the net asset value of the each
Fund.
2. Representations and Warranties of ICCC. ICCC hereby represents,
warrants and acknowledges to ▇▇▇▇▇▇▇:
A. ICCC is a corporation duly organized and existing and in good
standing under the laws of the State of Maryland;
B. ICCC has the requisite power and authority under applicable
law, its charter or articles of incorporation and its bylaws
to enter into and perform this Agreement; this Agreement has
been duly executed and delivered by ICCC; and this Agreement
constitutes a legal, valid and binding obligation of ICCC,
enforceable in accordance with its terms; and
C. ICCC has determined to its satisfaction that the Portfolio
Accounting System is appropriate and suitable for the needs of
each Fund.
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3. Representations and Warranties of ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ hereby represents,
warrants and acknowledges to ICCC for the benefit of each of the Funds:
▇. ▇▇▇▇▇▇▇ is a corporation duly organized and existing and in
good standing under the laws of the Commonwealth of
Massachusetts;
▇. ▇▇▇▇▇▇▇ has the requisite power and authority under applicable
law, its charter or articles of incorporation and its bylaws
to enter into and perform this Agreement; this Agreement has
been duly executed and delivered by ▇▇▇▇▇▇▇; and this
Agreement constitutes a legal, valid and binding obligation of
▇▇▇▇▇▇▇, enforceable in accordance with its terms; and
C. The accounts maintained and preserved by ▇▇▇▇▇▇▇ shall be the
property of ICCC for the benefit of each of the Funds and
▇▇▇▇▇▇▇ will not use any information made available to ▇▇▇▇▇▇▇
under the terms hereof for any purpose other than complying
with its duties and responsibilities hereunder or as
specifically authorized by ICCC on behalf of each of the Funds
in writing.
4. Duties and Responsibilities of ICCC.
A. ICCC, on behalf of each Fund, shall turn over to ▇▇▇▇▇▇▇ each
Fund's accounts previously maintained, if any.
B. ICCC, on behalf of each Fund, shall provide to ▇▇▇▇▇▇▇ the
information necessary to perform ▇▇▇▇▇▇▇'▇ duties and
responsibilities hereunder in writing or its electronic or
digital equivalent prior to the close of the New York Stock
Exchange on each day on which ▇▇▇▇▇▇▇ prices the Fund's
securities and foreign currency holdings.
C. ICCC, on behalf of each Fund, shall furnish ▇▇▇▇▇▇▇ the
declaration, record and payment dates and amounts of any
dividends or income and any other special actions required
concerning the securities in the portfolio when such
information is not readily available from generally accepted
securities industry services or publications.
D. ICCC shall pay to ▇▇▇▇▇▇▇ such compensation at such time as
may from time to time be agreed upon in writing by ▇▇▇▇▇▇▇ and
ICCC for the performance of services by ▇▇▇▇▇▇▇ for each Fund
under this Agreement. The initial compensation schedule is
attached as Exhibit C.
E. ICCC, on behalf of each Fund, shall provide to ▇▇▇▇▇▇▇, as
conclusive proof of any fact or matter required to be
ascertained from any Fund as reasonably determined by ▇▇▇▇▇▇▇,
a certificate signed by the Fund's president or other officer
of the Fund, or other authorized individual, as reasonably
requested by ▇▇▇▇▇▇▇. ICCC, on behalf of each Fund, shall also
provide to ▇▇▇▇▇▇▇ instructions with respect to any matter
concerning this Agreement requested by ▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇ may
rely upon any instruction or information furnished by any
person reasonably believed by it to be an officer or agent of
ICCC, acting on behalf of each Fund, and shall not be held to
have notice of any change of authority of any such person
until receipt of written notice thereof from ICCC.
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5. Duties and Responsibilities of ▇▇▇▇▇▇▇.
▇. ▇▇▇▇▇▇▇ shall perform each of the services, all as
specifically set forth in Exhibit ▇.
▇. ▇▇▇▇▇▇▇ shall calculate each Fund's net asset value in
accordance with each Fund's prospectus. ▇▇▇▇▇▇▇ will price the
securities of each Fund for which market quotations are
available by the use of outside services designated by the
Fund which are normally used and contracted with for this
purpose; all other securities will be priced in accordance
with the Fund's Board approved valuation procedures.
▇. ▇▇▇▇▇▇▇ shall prepare and maintain, with the direction and as
interpreted by ICCC or each Fund's accountants and/or other
advisors, in complete, accurate, and current form, all
accounts and records needed to be maintained as a basis for
calculation of each Fund's net asset value, and as further
agreed upon by the parties in writing, and shall preserve such
records in the manner and for the periods required by law or
for such longer period as the parties may agree upon in
writing.
▇. ▇▇▇▇▇▇▇ shall make available to ICCC, each Fund for inspection
or reproduction within a reasonable time, upon demand, all
accounts and records of the Funds maintained and preserved by
▇▇▇▇▇▇▇.
▇. ▇▇▇▇▇▇▇ shall be entitled to rely conclusively on the
completeness and correctness of any and all accounts and
records turned over to it by ICCC on behalf of each Fund.
▇. ▇▇▇▇▇▇▇ shall assist each Fund's independent accountants, or
upon approval of ICCC, or any Fund or upon demand, any
regulatory body, in any requested review of any Fund's
accounts and records maintained by ▇▇▇▇▇▇▇ but shall be
reimbursed by ICCC for all expenses and employee time invested
in any such review outside of routine and normal periodic
reviews. Inspections conducted by the Securities and Exchange
Commission shall be considered routine.
G. Upon receipt from ICCC on behalf of each Fund of any necessary
information or instructions, ▇▇▇▇▇▇▇ shall provide information
from the books and records it maintains for the Funds that any
of the Funds needs for tax returns, questionnaires, or
periodic reports to shareholders and such other reports and
information requests as ICCC, on behalf of any Fund, and
▇▇▇▇▇▇▇ shall agree upon from time to time.
▇. ▇▇▇▇▇▇▇ shall not have any responsibility hereunder to ICCC,
any Fund, any Fund's shareowners or any other person or entity
for moneys or securities of any Fund, whether held by any Fund
or custodians of any Fund.
6. Delegation. ▇▇▇▇▇▇▇ may employ, at its own expense, one or more agents
from time to time to perform such of the acts and services of ▇▇▇▇▇▇▇
and upon such terms and conditions as may be agreed upon between
▇▇▇▇▇▇▇ and such agents and approved by the Board of Trustees of the
Trust.
Page 3
7. Indemnification.
A. ICCC shall indemnify and hold ▇▇▇▇▇▇▇ harmless from
and against any and all costs, expenses, losses,
damages, charges, reasonable counsel fees, payments
and liabilities which may be asserted against or
incurred by ▇▇▇▇▇▇▇, or for which it may be liable,
arising out of or attributable to:
▇. ▇▇▇▇▇▇▇'▇ action or omission to act pursuant
hereto except for any loss or damage arising
form any negligent act or willful misconduct
of ▇▇▇▇▇▇▇ or its designated sub-contractor.
ii. ▇▇▇▇▇▇▇'▇ payment of money as requested by
ICCC, on behalf of each Fund, or the taking
of any action which might make ▇▇▇▇▇▇▇
liable for payment of money; provided,
however, that ▇▇▇▇▇▇▇ shall not be obligated
to expend its own moneys or to take any such
action except in ▇▇▇▇▇▇▇'▇ sole discretion.
iii. ▇▇▇▇▇▇▇'▇ action or omission to act
hereunder in good faith reliance on any
instructions, advice, notice, request,
consent, certificate or other instrument or
paper appearing to it to be genuine and to
have been properly executed.
iv. ▇▇▇▇▇▇▇'▇ action or omission to act in good
faith reliance on the opinion of outside
counsel acceptable to both ICCC and ▇▇▇▇▇▇▇.
▇. ▇▇▇▇▇▇▇'▇ action or omission to act in good
faith reliance on statements of counsel to
ICCC and any Fund, any Fund's independent
accountants, and any Fund's officers or
other authorized individuals provided by any
Fund's resolution.
vi. The legality of the issue, sale or purchase
of any shares of the Funds, the sufficiency
of the purchase or sale price, or the
declaration of any dividend by any of the
Funds, whether paid in cash or stock.
vii. Any error, omission, inaccuracy or other
deficiency in any Fund's accounts and
records or other information provided by or
on behalf of ICCC to ▇▇▇▇▇▇▇, or the failure
of ICCC to provide, or provide in a timely
manner, the information needed by ▇▇▇▇▇▇▇ to
perform the Services hereunder.
viii. ICCC's refusal or failure to comply with the
terms of this Agreement, ICCC's negligence
or willful misconduct in connection with the
performance of its duties hereunder, or the
failure of any representation of ICCC
hereunder to be and remain true and correct
in all respects at all times.
ix. The use or misuse, whether authorized or
unauthorized, of the Portfolio Accounting
System or other computerized recordkeeping
and reporting system to which ▇▇▇▇▇▇▇
provides ICCC, on behalf of each Fund direct
access hereunder or of any other electronic
system of communication used hereunder by
ICCC or by any person who acquires access to
such system(s) through a
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terminal device, passwords, access
instruction or other means of access to such
system(s) which are utilized by, assigned to
or otherwise made available to ICCC, except
to the extent attributable to any negligence
or willful misconduct by ▇▇▇▇▇▇▇.
▇. ▇▇▇▇▇▇▇ shall indemnify and hold ICCC harmless from
and against any and all costs, expenses, losses,
damages, charges, reasonable counsel fees, payments
and liabilities which may be asserted against or
incurred by ICCC or for which it may be liable,
arising out of or attributable to:
▇. ▇▇▇▇▇▇▇'▇ refusal or failure to comply with
the terms of this Agreement or the failure
of any representation or warranty of ▇▇▇▇▇▇▇
hereunder to be and remain true and correct
in all respects at all times.
ii. Any negligent or willful misconduct of
▇▇▇▇▇▇▇, including direct losses occasioned
by the negligent error of ▇▇▇▇▇▇▇ in
calculating any Fund's net asset value;
provided, however, that ICCC shall accept
▇▇▇▇▇▇▇'▇ offer to minimize or eliminate any
resulting monetary damages by employing such
alternatives as reasonably necessary, which
alternative shall be done at the reasonable
expense of ▇▇▇▇▇▇▇.
iii. The failure of ▇▇▇▇▇▇▇ to materially comply
with applicable law in connection with the
performance of its duties hereunder.
C. For purposes of this indemnification provision, the
Indemnitor shall assume indemnity obligations and the
Indemnitee shall be the beneficiary of the
indemnification provision. Indemnitor shall not be
liable under this indemnification provision with
respect to any claim made against Indemnitee unless
Indemnitee shall have notified Indemnitor in writing
within a reasonable time after the summons or other
first legal process giving information as to the
nature of the claim shall have been served upon
Indemnitee (or after Indemnitee shall have received
notice of such service on any designated agent), but
failure to notify Indemnitor of any such claim shall
not relieve Indemnitor from any liability which it
may have to Indemnitee against whom such action is
brought otherwise than on account of this
indemnification provision. In case any such action is
brought against Indemnitee, Indemnitor shall be
entitled to participate at its own expense in the
defense of such action. Indemnitor also shall be
entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action.
D. In no event shall ▇▇▇▇▇▇▇ or ICCC be liable for
consequential, special or punitive damages.
8. Notices. All notices and consents required or given hereunder shall be
in writing and shall be deemed to have been duly given when (i)
delivered to the proper party by hand, or (ii) delivered to the proper
party by certified mail, return receipt requested, or by a commercial
courier, or (iii) sent to the proper party by telecopier, facsimile or
similar electronic means if (x) on the same day a copy also is sent by
certified mail, return receipt requested, or is sent for overnight
delivery by commercial courier, addressed to the proper party at its
address below (or a changed address specified by it in a notice to the
other party) and marked to the
Page 5
attention of the officer names below and (y) such communication by
telecopier, facsimile or similar electronic means is addressed to the
telecopier or facsimile number provided by the other party. Each party
shall keep the other party advised of the appropriate telecopier or
facsimile number for receiving telecopier or facsimile notices
hereunder and each party shall respond promptly by telecopier facsimile
or similar electronic means to any request of the other party for
confirmation of receipt of a notice sent by any means described above.
The addresses of the parties, the names and titles of the relationship
managers to whose attention notices are to marked, and the facsimile
and telephone numbers for such notices for each party are as follows:
If to ICCC:
Investment Company Capital Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Phone (▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
If to ▇▇▇▇▇▇▇:
▇▇▇▇▇▇▇ Fund Accounting Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Phone (▇▇▇) ▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
9. Confidential Information.
A. Each party shall preserve the confidentiality of the other
party's information, whether in written, oral, graphic,
electronic or physical form, including client information,
financial and proprietary information, business plans,
techniques, formulae, products, software, and information or
materials relevant to the business of the other party, and in
the case of ICCC, of each Fund ("Confidential Information").
Confidential Information also shall include the tapes, books,
reference manuals, instructions, records, programs,
documentation and information of, and other materials relevant
to, the Portfolio Accounting System.
B. Neither party shall voluntarily disclose such Confidential
Information to any other person other than its own employees
or agents who reasonably have a need to know such information
pursuant to this Agreement, provided a party may disclose
Confidential Information in response to a court order,
governmental action, or as otherwise required by law, but only
if the other party has been given notice and an opportunity to
appear and object to such disclosure. Each party shall return
all such Confidential Information to the other party upon
termination or expiration of this Agreement.
Page 6
C. For purposes of this Agreement, Confidential Information shall
not include: (a) information that is made or becomes available
to the public without breach of this Agreement; (b)
information that the other party agrees in writing can be
disclosed by the first party to a third party without
restriction; or (c) information disclosed to a party by a
third party, in which case such party shall owe to the other
party duties of non-disclosure no more stringent than those,
if any, owed to the third party from whom the information was
received.
10. Force Majeure. Neither ICCC nor ▇▇▇▇▇▇▇ shall be responsible or liable
for its failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, including, without
limitation: any interruption, loss or malfunction of any utility,
transportation, computer (hardware or software) or communication
service; inability to obtain labor, material, equipment or
transportation, or a delay in mails; government or exchange action,
statute, ordinance, rulings, regulations or direction; war, strike,
riot, emergency, civil disturbance, terrorism, vandalism, explosions,
labor disputes, freezes, floods, fires, tornadoes, acts of God or
public enemy, revolutions, or insurrection.
11. Procedures. ▇▇▇▇▇▇▇ and ICCC may from time to time adopt procedures as
they agree upon, and ▇▇▇▇▇▇▇ may conclusively assume that any procedure
approved in writing or directed by ICCC or any of the Funds'
accountants or other advisors does not conflict with or violate any
requirements of any Funds' prospectus, charter or articles of
incorporation, bylaws, any applicable law, rule or regulation, or any
order, decree or agreement by which any Fund may be bound.
12. Term and Termination. The initial term of this Agreement shall be a
period of one year commencing on the effective date hereof. This
Agreement shall continue thereafter until terminated by either party by
notice in writing received by the other party not less than ninety (90)
days prior to the date upon which such termination shall take effect.
Sections 2, 3, 6, 8 and this Section 11 shall survive termination of
this Agreement. Upon termination of this Agreement, ICCC shall pay to
▇▇▇▇▇▇▇ its fees and compensation due hereunder. ICCC shall designate a
successor by notice in writing to ▇▇▇▇▇▇▇ on or before the termination
date. ▇▇▇▇▇▇▇ shall deliver to the designated successor, or if none has
been designated, to ICCC, at ▇▇▇▇▇▇▇'▇ office, all records, funds and
other properties of all of the Funds deposited with or held by ▇▇▇▇▇▇▇
hereunder. In the event that neither a successor nor ICCC takes
delivery of all records, funds and other properties of the Funds by the
termination date, ▇▇▇▇▇▇▇'▇ sole obligation with respect thereto from
the termination date until delivery to a successor or ICCC shall be to
exercise reasonable care to hold the same in custody in its form and
condition as of the termination date, and ▇▇▇▇▇▇▇ shall be entitled to
reasonable compensation therefor, including but not limited to all of
its out-of-pocket costs and expenses incurred in connection therewith.
13. Miscellaneous.
A. This Agreement shall be construed according to, and the rights
and liabilities of the parties hereto shall be governed by,
the laws of the State of New York, without reference to the
choice of law principles.
Page 7
B. All terms and provisions of this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the
parties hereto and their respective successors and permitted
assigns.
C. No provisions of the Agreement may be amended or modified in
any manner except by a written agreement properly authorized
and executed by each party hereto.
D. The failure of either party to insist upon the performance of
any terms or conditions of this Agreement or to enforce any
rights resulting from any breach of any of the terms or
conditions of this Agreement, including the payment of
damages, shall not be construed as a continuing or permanent
waiver of any such terms, conditions, rights or privileges,
but the same shall continue and remain in full force and
effect as if no such forbearance or waiver had occurred.
E. The captions in this Agreement are included for convenience of
reference only, and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
F. This Agreement may be executed in two or more separate
counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
G. If any provision of this Agreement shall be determined to be
invalid or unenforceable, the remaining provisions of this
Agreement shall not be affected thereby, and every provision
of this Agreement shall remain in full force and effect and
shall remain enforceable to the fullest extent permitted by
applicable law.
H. This Agreement may not be assigned by either party hereto
without the prior written consent of the other.
I. Neither the execution nor performance of this Agreement shall
be deemed to create a partnership or joint venture by and
between ICCC and ▇▇▇▇▇▇▇.
J. Except as specifically provided herein, this Agreement does
not in any way affect any other agreements entered into among
the parties hereto and any actions taken or omitted by any
party.
Page 8
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective and duly authorized officers, to be effective as of
the day and year first above written.
Investment Company Capital Corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
▇▇▇▇▇▇▇ Fund Accounting Corporation
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
Page 9
EXHIBIT A
As Amended May 1, 2003
BT INVESTMENT FUNDS BT INVESTMENT PORTFOLIOS
Cash Management Fund Investment Liquid Assets Portfolio
Tax Free Money Fund Investment Asset Management II Portfolio
NY Tax Free Money Fund Investment Asset Management III Portfolio
Treasury Money Fund Investment Small Cap Portfolio
International Equity Fund--Class A, B and C U.S. Bond Index Portfolio
International Equity Fund--Investment Class EAFE(R)Equity Index Portfolio
Mid Cap Fund--Investment Class PreservationPlus Portfolio
Mid Cap Fund--Institutional Class PreservationPlus Income Portfolio
Lifecycle Long Range--Investment Class Quantitative Equity Portfolio
Lifecycle Mid Range--Investment Class
Lifecycle Short Range--Investment Class ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INVESTMENT TRUST
Small Cap--Investment Class International Select Equity Fund
Quantitative Equity--Investment Class European Equity Fund
Quantitative Equity--Institutional Class Emerging Markets Equity Fund
PreservationPlus Income Emerging Markets Debt Fund
Global Equity Fund--Institutional Class Fixed Income Fund
Global Equity Fund--Class A, B and C Municipal Bond Fund
Short-Term Fixed Income Fund
BT ADVISOR FUNDS Short-Term Municipal Bond Fund
EAFE Equity Index--Premier Class High Yield Bond Fund
U.S. Bond Index--Premier Class Micro Cap Fund
Total Return Bond Fund
BT PYRAMID MUTUAL FUNDS
Money Market Investment Deutsche Bank Alex. ▇▇▇▇▇ Cash Reserve Fund, Inc.
Equity 500 Index Investment Prime Series
Asset Management--Premier Class Treasury Series
PreservationPlus--Investment Class Tax-Free Series
PreservationPlus--Institutional Class
PreservationPlus--Inst. Service Class Flag Investors Communications Fund, Inc.
BT INSTITUTIONAL FUNDS Emerging Growth Fund, Inc.
Cash Management Institutional
Cash Reserves Institutional Short-Intermediate Income Fund, Inc.
Treasury Money Institutional
International Equity Fund Institutional Class I Flag Investors Value Builder Fund, Inc.
International Equity Fund Institutional Class II
Equity 500 Index Premier Real Estate Securities Fund, Inc.
Liquid Assets Fund Institutional
Daily Assets Fund Institutional Flag Investors Equity Partners Fund, Inc.
Treasury Assets Fund Institutional
Deutsche Investors Funds, Inc.
Global Biotechnology Fund
▇▇▇▇▇▇▇ RREEF Real Estate Securities Fund Growth Opportunity Fund
Page 10
EXHIBIT A
As Amended May 1, 2003
CASH MANAGEMENT PORTFOLIO Deutsche Asset Management VIT Funds
▇▇▇▇▇▇▇ Real Estate Securities Portfolio
TREASURY MONEY PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
EQUITY 500 INDEX PORTFOLIO
ASSET MANAGEMENT PORTFOLIO
Page 11
EXHIBIT B
As Amended May 1, 2003
Administrative Agreement between BT Investment Funds and Investment Company
Capital Corporation dated July 1, 2001.
Administrative Agreement between BT Investment Portfolios and Investment Company
Capital Corporation dated July 1, 2001.
Administrative Agreement between BT Advisor Funds and Investment Company Capital
Corporation dated July 1, 2001.
Administrative Agreement between Asset Management Portfolio and Investment
Company Capital Corporation dated July 1, 2001.
Administrative Agreement between International Equity Portfolio and Investment
Company Capital Corporation dated July 1, 2001.
Administrative Agreement between Cash Management Portfolio and Investment
Company Capital Corporation dated July 1, 2001.
Administrative Agreement between Treasury Money Portfolio and Investment Company
Capital Corporation dated July 1, 2001.
Administrative Agreement between BT Pyramid Mutual Funds and Investment Company
Capital Corporation dated July 1, 2001.
Administrative Agreement between BT Institutional Funds and Investment Company
Capital Corporation dated July 1, 2001.
Administrative Agreement between Equity 500 Index Portfolio and Investment
Company Capital Corporation dated July 1, 2001.
Accounting Services Agreement among Investment Company Capital Corporation,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Investment Trust, and Deutsche Asset Management, Inc., dated as
of September 1, 2000.
Accounting Services Agreement among Investment Company Capital Corporation and
Deutsche Asset Management, Inc., dated as of July 17, 2001, on behalf of The
SMALLCap Fund, Inc.(TM)
Accounting Service Appendix to the Master Services Agreement between the Flag
Investors, on behalf of each of the Funds and Investment Company Capital
Corporation, dated as of September 1, 2000.
Administration Agreement between Deutsche Asset Management VIT Funds and
Investment Company Capital Corporation dated May 1, 2003.
Page 12
EXHIBIT C
To be agreed upon by the parties.
Page 13
EXHIBIT D
On a daily basis, ▇▇▇▇▇▇▇ shall provide the following accounting functions with
respect to the Fund:
1. Journalize each Fund's investment, capital share and income and expense
activities;
2. Validate investment buy/sell trade tickets when received from each
Fund's investment advisor;
3. Maintain individual ledgers for investment securities;
4. Maintain historical tax lots in accordance with the specific
identification method for each security;
5. Reconcile cash and investment balances with the custodian for required
Funds as applicable, and provide each Fund's investment advisor with
the beginning cash balance available for investment purposes;
6. Update the cash availability throughout the day for required Funds as
applicable and as required by each Fund's investment advisor;
7. Post to and prepare each Fund's Statement of Net Assets and Liabilities
and the Statement of Operations on a monthly basis;
8. Calculate various contractual expenses (e.g., advisor and custody
fees);
9. Monitor the expense accruals and notify ICCC and each Fund's management
of any proposed adjustments;
10. Calculate book capital gains and losses allocated to each Fund;
11. Determine each Fund's net income and calculate and distribute daily
dividend rates for daily distributed funds income;
12. Obtain security market quotes from independent pricing services
approved by the Fund's investment advisor or if such quotes are
unavailable, or if such prices are unavailable, then follow Board
approved valuation procedures in order to calculate the market value of
the Fund's investment, and in either case calculate the market value of
portfolio investments;
13. Transmit or mail a copy of the portfolio valuations to each Fund's
investment advisor/sub-advisor when requested;
14. Compute the net asset of each Fund;
15. Compute the yields;
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16. Assist in preparation of Annual and Semi-Annual Reports on Form N-SAR;
17. Provide data needed for monitoring compliance with Sub-Chapter M of the
Internal Revenue Code;
18. Keep the following records: (a) all books and records with respect to
each Fund's books of account; and (b) records of each Fund's securities
transactions;
19. Act as liaison with each Fund's independent accounts and provide
account analyses, fiscal year summaries and other audit related
schedules;
20. Post to and prepare each Fund's general ledger;
21. Supply readily available Fund statistical data to the Fund as requested
on an ongoing basis;
22. Provide Fund information necessary for the Fund tax group to determine
the amount of dividends and other distributions payable to shareholders
as necessary to, among other things, maintain the qualification as a
regulated investment company of the Fund under the Code;
23. Assist as needed in the preparation of the quarterly compliance
memorandum;
24. Assist as needed in Fund events such as liquidations, redemptions,
in-kind, mergers, etc. Provide necessary operational support to effect
the transactions;
25. Provide accounting services as defined in our contractual agreements
with our private label clients;
26. Reconcile general ledger accounts with Invest One system records and
external parties such as Transfer Agent and Advisor (management fees,
administration fees and waivers); and
27. Provide assistance for required Funds in the monitoring of overdrafts
in DB custody accounts in compliance with Federal Reserve (23A)
policies and procedures.
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