EXHIBIT (h.1)
Transfer Agency and Services Agreement
AMENDMENT
THIS AMENDMENT, dated as of this 1st day of January, 2001 is made to
the various terms of the Agreements (the "Agreement[s]") described in Schedule 1
of this Amendment between each of the Funds executing this Amendment (hereafter
individually and collectively referred to as the "Fund" or the "Company") and
FIRST DATA INVESTOR SERVICES GROUP, INC. (n/k/a PFPC Inc.)("PFPC").
WITNESSETH
WHEREAS, the Fund and PFPC desire to amend the Agreement[s].
NOW THEREFORE, the Fund and PFPC agree that as of the date first
referenced above, the Agreement[s] shall be amended as follows:
1. All references in the Agreement[s] to "First Data Investor Services
Group, Inc." and "FDISG" are hereby deleted and replaced with "PFPC
Inc." and "PFPC" respectively.
2. The Transfer Agency and Services Agreement[s].
(a) Article 13.1 Term and Termination is modified by deleting from
the first sentence thereof the phrase " for a period of five
(5) years" and inserting in its place the phrase "in effect
through December 31, 2003".
(b) Schedule C "FEE SCHEDULE" is hereby deleted and replaced with
the attached revised Schedule C.
(c) Schedule D "OUT-OF-POCKET EXPENSES" is hereby deleted in its
entirety and replaced with the attached revised Schedule D.
(d) Exhibit 1 "Sit Mutual Funds, Inc. List of Portfolios" is
hereby deleted in its entirety and replaced with the attached
revised Exhibit 1.
3. Software and Support Agreement.
(a) The Agreement is hereby amended by deleting the phrase "4600
Norwest Center" from the third sentence of the Agreement and
inserting in its place the phrase "Suite 4600, 90 South
Seventh Street".
(b) Article 2.1 Initial Term and Renewal is modified by deleting
from the first sentence thereof the phrase "in force for
thirty-six (36) months" and inserting in its place the phrase
"in effect through December 31, 2003".
(c) Exhibit C "Prices and Payment Software Fees" is hereby deleted
in its entirety and replaced with the attached Exhibit C.
(d) Schedule 1 "Sit Mutual Funds, Inc. List of Funds" is hereby
deleted in its entirety and replaced with the attached revised
Schedule 1.
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4. Disaster Backup Services Agreement.
(a) Article 8.1 Term is hereby amended by deleting the phrase "for
a period of (5) five years" and inserting in its place "in
effect through December 31, 2003".
(b) Article 12 Notice is hereby amended by deleting and revising
the address of the Company to read as follows:
"Sit Mutual Funds
Suite 4600
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxxxx X. Sit"
5. Print/Mail Services Agreement.
(a) The Agreement is hereby amended by deleting the phrase "4600
Norwest Center" from the third sentence of the Agreement and
inserting in its place the phrase "Suite 4600, 00 Xxxxx
Xxxxxxx Street".
(b) Section 6(a) Term and Termination is hereby amended by
deleting the phrase "for a period of three years" and
inserting in its place "in effect through December 31, 2003".
(c) Section 15 Notices is hereby amended by deleting and revising
the address of the Company to read as follows:
"Sit Mutual Funds
Suite 4600
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxxxx X. Sit"
(d) Schedule D "PRICING" is hereby deleted and replaced with the
attached Schedule D.
(e) Exhibit 1 "Sit Mutual Funds, Inc. List of Funds" is hereby
deleted in its entirety and replaced with the attached revised
Exhibit 1.
The Agreement[s], as amended by this Amendment, ("Modified
Agreement[s]") constitutes the entire agreement between the parties with respect
to the subject matter hereof. The Modified Agreement[s] supersedes all prior and
contemporaneous agreements between the parties in connection with the subject
matter hereof. No officer, employee, servant or other agent of either party is
authorized to make any representation, warranty, or other promises not expressly
contained herein with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
PFPC INC. SIT LARGE CAP GROWTH FUND, INC.
(f/k/a First Data Investor Services Group)
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- --------------------------------
Title: Executive Vice President Title: Vice President
------------------------------ -----------------------------
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SIT MID CAP GROWTH FUND, INC. SIT MONEY MARKET FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- --------------------------------
Title: Vice President Title: Vice President
------------------------------ -----------------------------
SIT MUTUAL FUNDS, INC. SIT MUTUAL FUNDS II, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- --------------------------------
Title: Vice President Title: Vice President
------------------------------ -----------------------------
SIT U.S. GOVERNMENT SECURITIES
FUND, INC.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- --------------------------------
Title: Vice President Title: Vice President
------------------------------ -----------------------------
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Schedule 1
Transfer Agency and Services Agreement[s] dated December 31, 1995
Software and Support Agreement dated December 31, 1995
Disaster Backup Services Agreement dated June 1, 1997
Print/Mail Services Agreement dated December 31, 1995
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EXHIBIT C
To the Software and Support Services Agreement
PRICES AND PAYMENT
SOFTWARE FEES
Revised as of 1/1/01
1. General
1.1 PFPC shall charge a service fee equal to the lesser of (i) one and
one half percent (1-1/2%) per month or (ii) the highest interest rate legally
permitted on any unpaid amounts, unless such amounts are ultimately determined
not due in accordance with the Payment Dispute Procedure. Client shall also
reimburse PFPC for all reasonable expense to collect delinquent amounts,
including reasonable attorneys' fees and court costs.
1.2 PFPC shall charge Client for all travel and living expenses. Client
shall pay PFPC monthly for any expenses which PFPC incurs for forms, postage,
package delivery and other similar items, while performing services under the
Agreement. Client shall also pay amounts arising from, among other events,
changes and upgrades to Equipment and Third Party Software, and costs associated
with reproducing Third Party Vendor documentation.
1.3 PFPC may adjust any annual or monthly fees (a) once per calendar
year, upon thirty (30) days prior written notice, in an amount not to exceed the
cumulative percentage increase in the Consumer Price Index for All Urban
Consumers (CPI-U) U.S. City Average, All Items (unadjusted) - (1982-84 = 100),
published by the U.S. Department of Labor since the last such adjustment in
Client's monthly fees (or the Effective Date absent a prior such adjustment);
and (b) by any price increase from Third Party Vendors or PFPC's suppliers of
other product or service, effective on the date of the suppliers' price
increase.
2. Software Fees
Software Fee: $10,000.00 per year
Software Fee shall be paid as follows:
$833.00 total per month for 12 months
3. Support Fees
Support Fee: $650 per workstation per year
Support Fee shall be paid as follows:
$541.66 total per month for 12 months for 10
workstations
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Schedule C
To The Transfer Agency and Services Agreement[s]
FEE SCHEDULE
------------
Revised As of 1/1/01
1. STANDARD TRANSFER AGENCY SERVICES
a) ANNUAL ACCOUNT FEES:
The following fees will be calculated and payable monthly:
Active account $15.75 per fund position per annum
Inactive account $ 2.50 per fund position per annum
Fees are billed monthly based on 1/12th of the annual fee. An inactive
account is defined as having a zero balance during the entire month
with no dividend payable. Inactive accounts are purged annually.
b) MONTHLY MINIMUM FEE:
$ 2,000 per month, per cusip, excluding out-of-pocket expenses and
transaction charges.
c) TRANSACTION CHARGES:
Retirement Plan processing: $15.00 per fund position, per annum*
$15.00 per distribution, per closed
account*
*May be charged to the shareholder or paid by the fund.
d) SHAREHOLDER EXPENSES (WHICH MAY BE INCURRED BY THE FUND): Billed as
incurred
Shareholder expenses include but are not limited to: exchange fees
between funds; request for account transcript; returned checks; lost
certificate bonding; overnight delivery as requested by the
shareholder; wire fee for disbursement if requested by the shareholder,
etc.
e) MISCELLANEOUS CHARGES (WHICH MAY BE INCURRED BY THE FUND): Billed as
incurred
The Fund shall be charged for the following products and services as
applicable, ad hoc reports, ad hoc SQL time, banking services, COLD
storage, digital recording, microfiche/microfilm production, magnetic
media tapes and freight, and pre-printed stock, including business
forms, certificates, envelopes, checks and stationary. In addition,
consolidated statement, audio response and development/programming
costs will be quoted upon occurrence.
2. IMPRESSNET (RETAIL VERSION):
a) ANNUAL RECURRING FEE:
----------------------------------------------------------------------
NUMBER OF ACCOUNTS * ANNUAL FEE
----------------------------------------------------------------------
Less than 20,000 Accounts $10,500
----------------------------------------------------------------------
Between 20,001 and 50,000 Accounts $14,000
----------------------------------------------------------------------
Between 50,001 and 100,000 Accounts $17,500
----------------------------------------------------------------------
Between 100,001 and 500,000 Accounts $21,000
----------------------------------------------------------------------
Between 500,001 and 1,000,000 Accounts $28,000
----------------------------------------------------------------------
Over 1,000,000 Accounts $35,000
----------------------------------------------------------------------
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b) INQUIRY AND TRANSACTION FEES:
The fee for an Account Inquiry is $0.10 per occurrence. For an Account
Transaction, the fee is $0.50 per occurrence. These fees are tracked
and billed monthly. Inquiry and transaction fees are subject to the
following monthly minimums:
MONTHLY MINIMUMS:
-----------------------------------------------------------------------
TRANSACTION
NUMBER OF ACCOUNTS * INQUIRY MINIMUM MINIMUM
-----------------------------------------------------------------------
Less than 20,000 Accounts $1,200 $120
-----------------------------------------------------------------------
Between 20,001 and 50,000 Accounts $1,600 $160
-----------------------------------------------------------------------
Between 50,001 and 100,000 Accounts $2,000 $200
-----------------------------------------------------------------------
Between 100,001 and 500,000 Accounts $2,600 $260
-----------------------------------------------------------------------
Between 500,001 and 1,000,000 Accounts $3,200 $320
-----------------------------------------------------------------------
Over 1,000,000 Accounts $4,000 $400
-----------------------------------------------------------------------
* Counted at implementation and then at each subsequent anniversary
date from the date of implementation. Annual Fee and Monthly Minimums
will be adjusted accordingly.
c) ANNUAL HARDWARE MAINTENANCE FEE: $20,000 PER YEAR
d) XXXXXXX-XXX.XXX (BACK OFFICE): $0.05 PER CLICK
e) OTHER FEES: CUSTOMIZATION FEE: $150 PER HOUR
3. DAZL SERVICES
MONTHLY MAINTENANCE FEE: $1,000.00
Includes client and broker dealer access to DAZL Support Group.
DAZL BASE TRANSMISSION FEE/RECORD:
Price records $0.015
Other records $0.030
(security, distribution, account master, transaction, position)
DAZL DIRECT/INTERACTIVE/TRUST/401K/ICI/MGT. CO LEVEL FEE/RECORD:
Price records $0.01
Other records $0.01
(security, distribution, account master, transaction, position)
ENHANCEMENT FEE: $125.00/hour
4. NSCC:
* $0.15 per transaction
* $0.10 per same day trade
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5. TRAINING:
* $125 per hour per resource
* Travel & Entertainment is not included in hourly rate
6. VOICE RESPONSE UNIT:
* $500 per month maintenance fee
* $0.23 per minute
* $0.10 per call
Customization is available at $150.00 per hour.
7. FUNDED/DEDICATED TEAM/ADHOCS:
* Funded team is $150 per hour
* Dedicated team is $150,000 per programmer; $100,000 per BSA, and/or
$80,000 per tester per year PLUS all merit increases, including
bonuses
* Adhocs are $150 per hour
8. COST BASIS ACCOUNTING:
$0.15 per eligible account per month
9. GENERAL:
a) PFPC may charge a service fee equal to the lesser of (i) one and one
half percent (1 1/2%) per month or (ii) the highest interest rate
legally permitted on any unpaid amounts, unless such amounts are
ultimately determined not due in accordance with the Payment Dispute
Procedure. The Fund shall also reimburse PFPC for all reasonable
expenses to collect delinquent amounts, including reasonable attorneys'
fees and court costs.
b) PFPC may adjust the fees described herein once per calendar year, upon
thirty (30) days prior written notice, in an amount not to exceed the
cumulative percentage increase in the Consumer Price Index for All
Urban Consumers (CIP-U) U.S. City Average, All Items (unadjusted) -
(1982-84=100), published by the U.S. Department of Labor since the last
such adjustment in Client's monthly fees (or the effective date absent
a prior such adjustment).
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Schedule D
To The Transfer Agency and Services Agreement[s]
OUT-OF-POCKET-EXPENSES
Out-of-Pocket Expenses will be billed as incurred and include, but are not
limited to, postage (direct pass through to the Fund), telephone and
telecommunication costs (including all lease, maintenance and line costs), proxy
solicitations (including mailings and tabulations), shipping, certified and
overnight mail (including related insurance), terminals, communication lines,
printers and other equipment and any expenses incurred in connection with such
terminals and lines, duplicating services, distribution and redemption check
issuance, courier services, Federal Reserve charges for check clearance,
overtime (as approved by the Fund), temporary staff (as approved by the Fund),
travel and entertainment (as approved by the Fund), record retention (including
retrieval and destruction costs, exit fees charged by third party record keeping
vendors), third party audit reviews, insurance.
The Fund agrees that postage and mailing expenses will be paid on the day of or
prior to mailing as agreed with PFPC. In addition, the Fund will promptly
reimburse PFPC for any other unscheduled expenses incurred by PFPC whenever the
Fund and PFPC mutually agree that such expenses are not otherwise properly borne
by PFPC as part of its duties and obligations under the Agreement.
C-19
Schedule D
To the Print/Mail Services Agreement
Pricing
1. PRINT/MAIL SERVICES:
TESTING APPLICATION OR DATA REQUIREMENTS: $3.00 / fax to client or
Record Keeper
WORK ORDER: $15.00 per work order
DAILY WORK (CONFIRMS):
HAND: $71.00/K with $75.00 minimum (includes 1 insert)
$0.07/each additional insert
MACHINE: $42.00/K with $50.00 minimum (includes 1 insert)
$0.01/each additional insert
DAILY CHECKS:
HAND: $91.00/K with $100.00 minimum daily (includes 1 insert)
$0.08/each additional insert
MACHINE: $52.00/K with $75.00 minimum (includes 1 insert)
$0.01/each additional insert
* There is a $3.00 charge for each 3606 Form sent.
STATEMENTS:
HAND: $78.00/K with $75.00 minimum (includes 1 insert)
$0.08/each additional insert
$125.00/K for intelligent inserting
MACHINE: $52.00/K with $75.00 minimum (includes 1 insert)
$0.01 each additional insert
$58.00/K for intelligent inserting
PERIODIC CHECKS:
HAND: $91.00/K with $100.00 minimum (includes 1 insert)
$0.08/each additional insert
MACHINE: $52.00/K with $100.00 minimum (includes 1 insert)
$0.01/each additional insert
12B1/DEALER COMMISSION CHECKS/STATEMENTS: $0.78/each envelope with
$100.00 minimum
SPAC REPORTS/GROUP STATEMENTS: $78.00/K with $75.00 minimum
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LISTBILLS: $0.78 per envelope with $75.00 minimum
PRINTING CHARGES: $0.07 per confirm/statement/page
$0.10 per check
FOLDING (MACHINE): $18.00/K
OFFLINE METERING: $10.00/K
FOLDING (HAND): $.12 each
PRESORT CHARGE: $0.035 per piece
COURIER CHARGE: $15.00 for each on call courier trip/or actual cost
for on demand
OVERNIGHT CHARGE: $3.50 per package service charge plus Federal
Express/Airborne charge
INVENTORY STORAGE: $25.00 for each inventory location as of the 15th
of the month
INVENTORY RECEIPT: $20.00 for each SKU/Shipment
HOURLY WORK; SPECIAL PROJECTS, OPENING ENVELOPES, ETC.: $24.00 per hour
SPECIAL PULLS: $2.50 per account pull
BOXES/ENVELOPES: Shipping boxes $0.85 each
Oversized Envelopes $0.45 each
FORMS DEVELOPMENT/PROGRAMMING FEE: $150.00/hr
SYSTEMS TESTING: $110.00/hr
CUTTING CHARGES: $10.00/K
2. GENERAL:
a) PFPC may charge a service fee equal to the lesser of (i) one
and one half percent (1 1/2%) per month or (ii) the highest
interest rate legally permitted on any unpaid amounts, unless
such amounts are ultimately determined not due in accordance
with the Payment Dispute Procedure. The Fund shall also
reimburse PFPC for all reasonable expenses to collect
delinquent amounts, including reasonable attorneys' fees and
court costs.
b) PFPC may adjust the fees described herein once per calendar
year, upon thirty (30) days prior written notice, in an amount
not to exceed the cumulative percentage increase in the
Consumer Price Index for All Urban Consumers (CIP-U) U.S. City
Average, All Items (unadjusted) - (1982-84=100), published by
the U.S. Department of Labor since the last such adjustment in
Client's monthly fees (or the effective date absent a prior
such adjustment).
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Exhibit 1
To Transfer Agency and Services Agreement dated December 31, 1995
Sit Mutual Funds, Inc.
LIST OF PORTFOLIOS
Dated as of December 15, 2000
Sit International Growth Fund (series A)
Sit Balanced Fund (series B)
Sit Developing Markets Growth Fund (series C)
Sit Small Cap Growth Fund (series D)
Sit Science and Technology Growth Fund (series E)
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Schedule 1
To Software and Support Agreement dated December 31, 1995
Sit Mutual Funds - List of Funds
Dated as of December 15, 2000
Sit Mid Cap Growth Fund, Inc.
Sit Large Cap Growth Fund, Inc.
Sit U.S. Government Securities Fund, Inc.
Sit Money Market Fund, Inc.
Sit Mutual Funds, Inc.
Comprised of:
Sit International Growth Fund (series A)
Sit Balanced Fund (series B)
Sit Developing Markets Growth Fund (series C)
Sit Small Cap Growth Fund (series D)
Sit Science and Technology Growth Fund (series E)
Sit Mutual Funds II, Inc.
Comprised of:
Sit Tax-Free Income Fund (series A)
Sit Minnesota Tax-Free Income Fund (series B)
Sit Bond Fund (series C)
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Exhibit 1
To Print/Mail Services Agreement dated December 31, 1995
Sit Mutual Funds - List of Funds
Dated as of December 15, 2000
Sit Mid Cap Growth Fund, Inc.
Sit Large Cap Growth Fund, Inc.
Sit U.S. Government Securities Fund, Inc.
Sit Money Market Fund, Inc.
Sit Mutual Funds, Inc.
Comprised of:
Sit International Growth Fund (series A)
Sit Balanced Fund (series B)
Sit Developing Markets Growth Fund (series C)
Sit Small Cap Growth Fund (series D)
Sit Science and Technology Growth Fund (series E)
Sit Mutual Funds II, Inc.
Comprised of:
Sit Tax-Free Income Fund (series A)
Sit Minnesota Tax-Free Income Fund (series B)
Sit Bond Fund (series C)
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