Exhibit (h.2.)
Accounting Services Agreement
ACCOUNTING SERVICES AGREEMENT
THIS ACCOUNTING SERVICES AGREEMENT is made as of December ___, 2003 (the
"Agreement"), by and between Sit Mutual Funds Trust, a Delaware statutory trust
(the "Company"), and PFPC, Inc., a Massachusetts corporation ("PFPC").
WHEREAS, the Company wishes to retain PFPC to provide certain
fund accounting services with respect to each investment portfolio listed in
Schedule A hereto, as the same may be amended from time to time by the parties
hereto (the "Fund", or if more than one portfolio listed, collectively, the
"Funds"), and PFPC is willing to furnish such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints PFPC to provide certain fund
accounting services required by the Company for each Fund for the period and on
the terms set forth in this Agreement. PFPC accepts such appointment and agrees
to furnish the services herein set forth in return for the compensation as
provided in Section 4 of this Agreement. In the event that the Company decides
to retain PFPC to act as fund accountant hereunder with respect to one or more
portfolios other than the Funds, the Company shall notify PFPC in writing. If
PFPC is willing to render such services, it shall notify the Company in writing
whereupon such portfolio shall become a Fund hereunder.
2. Delivery of Documents. The Company has furnished PFPC with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Company's Board of Directors authorizing
PFPC to provide certain fund accounting services to the Company and approving
this Agreement;
(b) The Company's Articles of Incorporation (the "Articles")
filed with the State of Minnesota and all amendments thereto;
(c) The Company's By-Laws and all amendments thereto (the
"By-Laws");
(d) The Investment Advisory Agreement between SIT Investment
Associates, Inc. (the "Adviser") and the Company dated as of April 1, 1993 and
all amendments thereto (the "Advisory Agreement");
(e) The Custody Agreement between The Northern Trust Company (the
"Custodian") and the Company dated as of April 1, 1996 and all amendments
thereto (the "Custody Agreement");
(f) The Transfer Agency and Registrar Agreement between PFPC,
Inc. (the "Transfer Agent") and the Company dated as of January 1, 1996 and all
amendments thereto;
(g) The Company's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and under the
Investment Company Act of 1940 (the "1940 Act") (File Nos. 2-91312 and
811-04033), as declared effective by the Securities and Exchange Commission (the
"SEC") on September
29, 1988, relating to shares of beneficial interest of the Company (the
"Shares"), and all amendments thereto; and
(h) Each Fund's most recent prospectus and statement of
additional information and all amendments and supplements thereto (collectively,
the "Prospectuses").
The Company will furnish PFPC from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any. Furthermore, the Company will provide PFPC with any other
documents that PFPC may reasonably request and will notify PFPC as soon as
possible of any matter materially affecting the performance by PFPC of its
services under this Agreement.
3. Services and Duties. Subject to the supervision and control of the
Company, PFPC undertakes to provide the following specific services:
(a) Accounting and bookkeeping services (including the
maintenance of such accounts, books and records of the Company as may be
required by Section 31(a) of the 1940 Act and the rules thereunder);
(b) Internal auditing;
(c) Valuing the assets of each Fund and calculating the net asset
value of the shares of the Fund at the close of trading on the New York Stock
Exchange ("NYSE") on each day on which the NYSE is open for trading, and at such
other times as the Board of Directors may reasonably request;
(d) Accumulating information for and, subject to approval by the
Company's Treasurer, preparing reports to the Company's shareholders of record
and the SEC including, but not necessarily limited to, Annual Reports and
Semi-Annual Reports on Form N-SAR;
(e) Assisting the Adviser, at the Adviser's request, in
monitoring and developing compliance procedures for the Company which will
include, among other matters, procedures to assist the Adviser in monitoring
compliance with each Fund's investment objective, policies, restrictions, tax
matters and applicable laws and regulations; and
(f) Preparing and furnishing the Company (at the Company's
request) with performance information (including yield and total return
information) calculated in accordance with applicable U.S. securities laws and
reporting to external databases such information as may reasonably be requested.
(g) PFPC DataStation Access Services. PFPC shall provide to the
Company the DataStation Internet access services as set forth on Exhibit A
attached hereto and made a part hereof, as such Exhibit A may be amended from
time to time. Persons who are Company "Authorized Persons" to access DataStation
are set forth on Exhibit B attached hereto and made a part hereof, as such
Exhibit B may be amended from time to time."
In performing its duties under this Agreement, PFPC: (a) will act in
accordance with the Articles, By-Laws, Prospectuses and with the instructions
and directions of the Company and will conform to and comply with the
requirements of the 1940 Act and all other applicable Federal or state laws and
regulations; and (b) will consult with legal counsel to the Company, as
necessary and appropriate. Furthermore, PFPC shall not have or be required to
have any authority to supervise the investment or reinvestment of the securities
or other properties which comprise the assets of the Company or any of its Funds
and shall not provide any investment advisory services to the Company or any of
its Funds.
4. Compensation and Allocation of Expenses.
(a) For the services to be rendered, the facilities to be
furnished and the payments to be made by PFPC, as provided for in this
Agreement, the Company, on behalf of each Fund, will pay PFPC on the first
business day of each month a fee for the previous month at the annual rate as
follows:
Assets Basis Point Charge
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$1 greater than $2,000,000,000 4.0
$2,000,000,000 - $5,000,000,000 2.5
Greater than $5,000,000,000 2.0
For purposes of determining the asset levels in the foregoing fee schedule, the
assets of all Sit Mutual funds serviced by PFPC, shall be combined. In addition,
for each fund added, if any, to the Sit Mutual Funds listed on Exhibit 1 and
serviced hereunder by PFPC (a "New Fund") the Company shall pay PFPC a minimum
annual fee in an amount equal to a.) $30,000 less b.) an amount calculated in
accordance with the foregoing fee schedule for the New Fund on a stand alone
basis without regard to other Sit Mutual funds serviced by PFPC. For each fund
listed on Exhibit 1 that is liquated or dissolved, or merged into ano6ther fund
included on Exhibit 1m the aggregate fee paid to PFPC by the remaining funds
listed on Exhibit 1 will be reduce by $15,000 annually. The annual fee reduction
will be applied as a credit monthly in arrears. The annual fee reduction will
commence in the month of the liquidation, dissolution or merger if the
liquidation, dissolution or merger takes place on or before the 15th of a month,
and will commence in the month following the liquidation, dissolution or merger
if the liquidation, dissolution or merger takes place after the 15th of a month.
(5) Limitation of Liability
(a) PFPC, its directors, officers, employees, shareholders and
agents shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Company or a Fund in connection with the performance of
this Agreement, except a loss resulting from willful misfeasance, bad faith, or
negligence on the part of PFPC in the performance of its obligations and duties
under this Agreement.
(b) Notwithstanding any provision in this Agreement to the
contrary, PFPC's cumulative liability (to the Company) for all losses, claims,
suits, controversies, breaches, or damages for any cause whatsoever (including
but not limited to those arising out of or related to this Agreement) and
regardless of the form of action or legal theory shall not exceed the lesser of
(i) $1,000,000 or (ii) the fees received by PFPC for services provided under
this Agreement during the twelve months immediately prior to the date of such
loss or damage.
(c) Neither party may assert any cause of action against the
other party under this Agreement that accrued more than two (2) years prior to
the filing of the suit (or commencement of arbitration proceedings) alleging
such cause of action.
(d) Each party shall have the duty to mitigate damages for which
the other party may become responsible.
(e) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
IN NO EVENT SHALL PFPC, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF
TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST
PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS
OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Indemnification.
(a) The Company shall indemnify and hold PFPC harmless from and
against any and all claims, costs, expenses (including reasonable attorneys'
fees), losses, damages, charges, payments and liabilities of any sort or kind
which may be asserted against PFPC or for which PFPC may be held to be liable in
connection with this Agreement or PFPC's performance hereunder (a "Claim"),
unless such Claim resulted from a negligent act or omission to act or bad faith
by PFPC in the performance of its duties hereunder.
(b) The Company or a Fund, its officers, employees, shareholders
and agents shall not be liable for, and PFPC shall indemnify and hold the
Company and each Fund harmless from and against any and all claims, made by
third parties, including costs, expenses (including reasonable attorneys' fees),
losses, damages, charges, payments and liabilities of any sort or kind, which
result from a negligent act or omission to act or bad faith by PFPC in the
performance of its duties hereunder.
(c) In any case in which either party (the "Indemnifying Party")
may be asked to indemnify or hold the other party (the "Indemnified Party")
harmless, the Indemnified Party will notify the Indemnifying Party promptly
after identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Indemnifying Party, although the
failure to do so shall not prevent recovery by the Indemnified Party, and shall
keep the Indemnifying Party advised with respect to all developments concerning
such situation. The Indemnifying Party shall have the option to defend the
Indemnified Party against any claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party, and thereupon the Indemnifying Party
shall take over complete defense of the claim and the Indemnified Party shall
sustain no further legal or other expenses in respect of such claim. The
Indemnified Party will not confess any claim or make any compromise in any case
in which the Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party's prior written consent. The obligations of the
parties hereto under this Section 6 shall survive the termination of this
Agreement.
7. EXCLUSION OF WARRANTIES. THIS IS A SERVICE AGREEMENT. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, PFPC DISCLAIMS ALL OTHER REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE FUND OR ANY OTHER PERSON,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF
ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS
PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. PFPC DISCLAIMS
ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS
AGREEMENT.
8. Termination of Agreement.
(a) This Agreement shall continue until March 31, 2003 (the
"Initial Term"), unless earlier terminated pursuant to the terms of this
Agreement. Thereafter, this Agreement shall automatically be renewed for
successive terms of three (3) years ("Renewal Terms") each.
(b) Either party may terminate this Agreement at the end of the
Initial Term or at the end of any subsequent Renewal Term upon not than less
than ninety (90) days or more than one hundred-eighty (180) days prior written
notice to the other party.
(c) In the event a termination notice is given by the Company,
all expenses associated with movement of records and materials and conversion
thereof will be borne by the Company.
(d) If a party hereto is guilty of a material failure to perform
its duties and obligations hereunder (a "Defaulting Party") resulting in a
material loss to the other party, such other party (the "Non-Defaulting Party")
may give written notice thereof to the Defaulting Party, and if such material
breach shall not have been remedied within thirty (30) days after such written
notice is given, then the Non-Defaulting Party may terminate this Agreement by
giving thirty (30) days written notice of such termination to the Defaulting
Party. If PFPC is the Non-Defaulting Party, its termination of this Agreement
shall not constitute a waiver of any other rights or remedies of PFPC with
respect to services performed prior to such termination or rights of PFPC to be
reimbursed for out-of-pocket expenses. In all cases, termination by the
Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party
of any other rights it might have under this Agreement or otherwise against the
Defaulting Party.
9. Modifications and Waivers. No change, termination, modification, or
waiver of any term or condition of the Agreement shall be valid unless in
writing signed by each party. No such writing shall be effective as against PFPC
unless said writing is executed by a Senior Vice President, Executive Vice
President or President of PFPC. A party's waiver of a breach of any term or
condition in the Agreement shall not be deemed a waiver of any subsequent breach
of the same or another term or condition.
10. No Presumption Against Drafter. PFPC and the Company have jointly
participated in the negotiation and drafting of this Agreement. The Agreement
shall be construed as if drafted jointly by the Company and PFPC, and no
presumptions arise favoring any party by virtue of the authorship of any
provision of this Agreement.
11. Publicity. Neither PFPC nor the Company shall release or publish news
releases, public announcements, advertising or other publicity relating to this
Agreement or to the transactions contemplated by it without prior review and
written approval of the other party; provided, however, that either party may
make such disclosures as are required by legal, accounting or regulatory
requirements after making reasonable efforts in the circumstances to consult in
advance with the other party.
12. Severability. The parties intend every provision of this Agreement to
be severable. If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality of this
paragraph, if a court determines that any remedy stated in this Agreement has
failed of its essential purpose, then all other provisions of this Agreement,
including the limitations on liability and exclusion of damages, shall remain
fully effective.
13. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Company or PFPC shall be sufficiently
given if addressed to that party and received by it at its office set forth
below or at such other place as it may from time to time designate in writing.
To the Company:
Sit Mutual Funds
4600 Xxxxx Fargo Center
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: President
To PFPC:
PFPC, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
(b) This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns and
is not intended to confer upon any other person any rights or remedies
hereunder. This Agreement may not be assigned or otherwise transferred by either
party hereto, without the prior written consent of the other party, which
consent shall not be unreasonably withheld; provided, however, that PFPC may, in
its sole discretion, assign all its right, title and interest in this Agreement
to an affiliate, parent or subsidiary, or to the purchaser of substantially all
of its business. PFPC may, in its sole discretion, engage subcontractors to
perform any of the obligations contained in this Agreement to be performed by
PFPC.
(c) The laws of the Commonwealth of Massachusetts, excluding the
laws on conflicts of laws, shall govern the interpretation, validity, and
enforcement of this Agreement. All actions arising from or related to this
Agreement shall be brought in the state and federal courts sitting in the City
of Boston, and PFPC and the Company hereby submit themselves to the exclusive
jurisdiction of those courts.
(d) This Agreement may be executed in any number of counterparts
each of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
14. Confidentiality.
(a) The parties agree that the Proprietary Information (defined
below) and the contents of this Agreement (collectively "Confidential
Information") are confidential information of the parties and their respective
licensers. The Company and PFPC shall exercise reasonable care to safeguard the
confidentiality of the Confidential Information of the other. The Company and
PFPC may each use the Confidential Information only to exercise its rights or
perform its duties under this Agreement. The Company and PFPC shall not
duplicate, sell or disclose to others the Confidential Information of the other,
in whole or in part, without the prior written permission of the other party.
The Company and PFPC may, however, disclose Confidential Information to its
employees who have a need to know the Confidential Information to perform work
for the other, provided that each shall use reasonable efforts to ensure that
the Confidential Information is not duplicated or disclosed by its employees in
breach of this Agreement. The Company and PFPC may also disclose the
Confidential Information to independent contractors, auditors and professional
advisors, provided they first agree in writing to be bound by the
confidentiality obligations substantially similar to this Section 14.
Notwithstanding the previous sentence, in no event shall either the Company or
PFPC disclose the Confidential Information to any competitor of the other
without specific, prior written consent.
(b) Proprietary Information means:
(i) any data or information that is completely sensitive
material, and not generally known to the public,
including, but not limited to, information about product plans, marketing
strategies, finance, operations, customer relationships, customer profiles,
sales estimates, business plans, and internal performance results relating to
the past, present or future business activities of the Company or PFPC, their
respective subsidiaries and affiliated companies and the customers, clients and
suppliers of any of them;
(ii) any scientific or technical information, design,
process, procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Company or PFPC a
competitive advantage over its competitors; and
(iii) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer software,
source code, object code, flow charts, databases, inventions, know-how, show-how
and trade secrets, whether or not patentable or copyrightable.
(c) Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the foregoing of either party
which now exist or come into the control or possession of the other.
(d) The parties acknowledge that breach of the restrictions on
use, dissemination or disclosure of any Confidential Information would result in
immediate and irreparable harm, and money damages would be inadequate to
compensate the other party for that harm. The non-breaching party shall be
entitled to equitable relief, in addition to all other available remedies, to
redress any such breach.
15. Force Majeure. No party shall be liable for any default or delay in
the performance of its obligations under this Agreement if and to the extent
such default or delay is caused, directly or indirectly, by (i) fire, flood,
elements of nature or other acts of God; (ii) any outbreak or escalation of
hostilities, war, riots or civil disorders in any country, (iii) any act or
omission of the other party or any governmental authority; (iv) any labor
disputes (whether or not the employees' demands are reasonable or within the
party's power to satisfy); or (v) nonperformance by a third party or any similar
cause beyond the reasonable control of such party, including without limitation,
failures or fluctuations in telecommunications or other equipment. In any such
event, the non-performing party shall be excused from any further performance
and observance of the obligations so affected only for so long as such
circumstances prevail and such party continues to use commercially reasonable
efforts to recommence performance or observance as soon as practicable.
16. Entire Agreement. This Agreement, including all Schedules hereto,
constitutes the entire Agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous proposals,
agreements, contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
PFPC, INC.
By: _________________________
Name:________________________
Title: ______________________
SIT MUTUAL FUNDS TRUST
By: _________________________
Name:________________________
Title: ______________________
SCHEDULE A
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SIT MUTUAL FUNDS TRUST
Sit Florida Tax-Free Income Fund (Series A)
SCHEDULE B
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OUT-OF-POCKET EXPENSES
1. Out-of-pocket expenses. The Company shall reimburse PFPC monthly for
applicable out-of-pocket expenses, including, but not limited to the following
items:
- Postage
- Telephone and telecommunications charges including all lease,
maintenance and line costs
- Shipping, Certified and Overnight mail and insurance
- Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
- Duplicating services
- Courier services
- Overtime, as approved by the Company
- Temporary Staff, as approved by the Company
- Travel and entertainment, as approved by the Company
- Record retention, retrieval and destruction costs, including bu not
limited to exit feed charged by third party record keeping vendors
- Third party audit reviews (SAS 70)
- Pricing services (or services used to determine Company NAV)
- Vendor pricing comparision
- Such other expenses as are agreed to by PFPC and the Company.
2. Miscellaneous Charges. The Company shall be charged for the following
products and services as applicable:
- Ad hoc reports
- Manual Pricing
- Materials for Rule 15c-3 Presentations
3. Programming Costs. The following programming rates are subject to an annual
5% increase after the one year anniversary of the effective date of this
Agreement.,
System Enhancements (Non Dedicated Team): $150.00 per/hr per programmer
PFPC RESERVES THE RIGHT TO RENEGOTIATE THE FEES SET FORTH ON THIS SCHEDULE B AND
IN SECTION 4 OF THE AGREEMENT SHOULD THE ACTUAL SERVICES VARY MATERIALLY FROM
THE ASSUMPTIONS PROVIDED.
EXHIBIT A
DATASTATION ACCESS SERVICES
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THIS EXHIBIT A, dated as of December __, 2003, is Exhibit A to the Accounting
Services Agreement[s] dated December __, 2003, as amended to date (the
"Agreement") between each of the Companies executing this Exhibit A (hereafter
individually and collectively referred to as the "Company") and PFPC Inc.
("PFPC"). This Exhibit A shall supersede all previous forms of Exhibit A to the
Agreement as of the date hereof.
1. PFPC Services
(a) Provide Internet access to PFPC DataStation ("DataStation") at
xxx.xxxxxxxxxxxxxxx.xxx (the "Site") for Fund portfolio data otherwise
supplied by PFPC to Company service providers via other electronic and
manual methods (the "Services"). Types of information to be provided
on the Site include: (i) data relating to portfolio securities, (ii)
general ledger balances, and (iii) net asset value-related data (NAV
and net asset, distribution and yield detail).
(b) Supply each of the Authorized Persons specified on Exhibit B as
permissible users of Datastation (the "Users") with a logon ID and
Password;
(c) Provide to Users access to the information listed in (a) above using
standard inquiry tools and reports. Users will be able to modify
standard inquiries to develop user-defined inquiry tools; however,
PFPC will review computer costs for running user-defined inquiries and
may assess surcharges for those requiring excessive hardware
resources. In addition, costs for developing custom reports or
enhancements are not included in the fees set forth below and will be
negotiated and billed separately.
(d) Utilize a form of encryption that is generally available to the public
in the U.S. for standard Internet browsers and establish, monitor and
verify firewalls and other security features (commercially reasonable
for this type of information and these types of users) and exercise
commercially reasonable efforts to attempt to maintain the security
and integrity of the Site; and
(e) Monitor the telephone lines involved in providing the Services and
inform the Company promptly of any malfunctions or service
interruptions.
2. Duties of the Company and the Users
(a) The Company shall:
(i) Provide and maintain a web browser supporting Secure Sockets Layer
128-bit encryption; and
(ii) Keep logon IDs and passwords confidential and notify PFPC immediately
in the event that a logon ID or password is lost, stolen or if you
have reason to believe that the logon ID and password are being used
by an unauthorized person.
(b) The Company acknowledges that it and the Users are prohibited from
using any Data in any way not authorized by PFPC. The Company further
acknowledges that it and the Users are prohibited from using any Data for
purposes of updating a security master. The Company agrees that PFPC's
suppliers
of Data are third-party beneficiaries to this express prohibition and that
any such Data supplier may bring suit on its own behalf to enforce this
express prohibition.
3. Standard of Care; Limitations of Liability
(a) Notwithstanding anything to the contrary contained in the Agreement or
this Exhibit A, PFPC shall be liable for direct damages incurred by
the Company and which arise out of PFPC's failure to perform its
duties and obligations described in this Exhibit A to the extent such
damages constitute willful misfeasance, bad faith, negligence or
reckless disregard of its duties and obligations under this Exhibit A.
(b) The Company acknowledges that the Internet is an "open," publicly
accessible network and not under the control of any party. PFPC's
provision of Services is dependent upon the proper functioning of the
Internet and services provided by telecommunications carriers,
firewall providers, encryption system developers and others. The
Company agrees that PFPC shall not be liable in any respect for the
actions or omissions of any third party wrongdoers (i.e., hackers not
employed by such party or its affiliates) or of any third parties
involved in the Services and shall not be liable in any respect for
the selection of any such third party, unless that selection
constitutes a breach of PFPC's standard of care above.
(c) Without limiting the generality of the foregoing or any other
provisions of this Exhibit A or the Agreement, PFPC shall not be
liable for delays or failures to perform any of the Services or errors
or loss of data occurring by reason of circumstances beyond such
party's control, including acts of civil or military authority,
national emergencies, labor difficulties, fire, flood, catastrophe,
acts of God, insurrections, war, riots or failure of the mails,
transportation, communication or power supply, functions or
malfunctions of the Internet or telecommunications services,
firewalls, encryption systems or security devices caused by any of the
above, or laws or regulations imposed after the date of this Exhibit.
4. Fees for DataStation Services.
As consideration for the performance by PFPC of the Services, the Company will
pay the fees set forth below and any additional fees set forth in a separate fee
letter or work order as agreed between the parties from time to time:
Number of Portfolios Monthly Fee
-------------------- -----------
1 - 2 $250
3 - 5 $250 + $85 perportfolio over 2
6 - 10 $505 + $65 per portfolio over 5
11 - 15 $830 + $50 per portfolio over 10
16 - 20 $1,080 + $35 per portfolio over 15
over 20 $1,250 + $30 per portfolio over 20
5. Duration, Termination and Changes to Terms.
(a) PFPC shall have the right at any time to review and propose changes to
the terms and fees described in this Amendment. Such changes will
become effective and bind the parties hereto after sixty (60) days
from the date PFPC notifies the Company of such changes, unless the
Company terminates this Amendment pursuant hereto or the parties agree
otherwise at such time.
(b) Either party may terminate this Amendment upon sixty (60) days prior
written notice to the other. Any outstanding fees must be paid before
this Amendment terminates.
EXHIBIT B
DataStation Authorized Persons
THIS EXHIBIT B, dated as of October 1, 2000 is Exhibit B to the Accounting
Services Agreement[s] dated December __, 2003, as amended to date (the
"Agreement") between each of the Companies executing this Exhibit B (hereafter
individually and collectively referred to as the "Company") and PFPC Inc.
("PFPC"). This Exhibit B shall supersede all previous forms of Exhibit B to the
Agreement as of the date hereof.
The following individuals shall be Company Authorized Persons to access PFPC
DataStation:
NAME COMPANY OR FIRM SIGNATURE
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PFPC INC. SIT LARGE CAP GROWTH FUND, INC.
(f/k/a First Data Investor Services
Group)
By: ________________________________ By: __________________________________
Title: _____________________________ Title: _______________________________
SIT MID CAP GROWTH FUND, INC. SIT MONEY MARKET FUND, INC.
BY: ________________________________ BY: __________________________________
TITLE: _____________________________ TITLE: _______________________________
SIT MUTUAL FUNDS, INC. SIT MUTUAL FUNDS II, INC.
BY: ________________________________ BY: __________________________________
TITLE: _____________________________ TITLE: _______________________________
SIT U.S. GOVERNMENT SECURITIES SIT MUTUAL FUNDS TRUST
FUND, INC.
BY: ________________________________ BY: __________________________________
TITLE: _____________________________ TITLE: _______________________________
6. MISCELLANEOUS. In the event of a conflict between specific terms of this
Exhibit A and the Agreement, this Exhibit A shall control as to the
Internet Services.
PFPC INC. SIT LARGE CAP GROWTH FUND, INC.
(f/k/a First Data Investor Services
Group)
BY: ________________________________ BY: __________________________________
TITLE: _____________________________ TITLE: _______________________________
SIT MID CAP GROWTH FUND, INC. SIT MONEY MARKET FUND, INC.
BY: ________________________________ BY: __________________________________
TITLE: _____________________________ TITLE: _______________________________
SIT MUTUAL FUNDS, INC. SIT MUTUAL FUNDS II, INC.
BY: ________________________________ BY: __________________________________
TITLE: _____________________________ TITLE: _______________________________
SIT U.S. GOVERNMENT SECURITIES SIT MUTUAL FUNDS TRUST
FUND, INC.
BY: ________________________________ BY: __________________________________
TITLE: _____________________________ TITLE: _______________________________
