EXHIBIT (h.2)
Amendment to Accounting Services Agreement
AMENDMENT TO THE
ACCOUNTING SERVICES AGREEMENT
FOR
DATASTATION SERVICES
THIS AMENDMENT, dated as of October 1, 2000 is made to the Accounting
Services Agreement[s] (the "Agreement[s]") dated April 1, 1996 between each of
the Companies executing this Amendment (hereafter individually and collectively
referred to as the "Company") and FIRST DATA INVESTOR SERVICES GROUP, INC.
(n/k/a PFPC Inc.) ("PFPC").
Recitals
WHEREAS, in addition to the services described in the Agreement, the
Company desires that PFPC provide the Company's service providers with Internet
access to certain fund portfolio data using PFPC DataStation ("DataStation"),
all in accordance with the terms of this Amendment; and
WHEREAS, the Company and PFPC desire to amend the Agreement to provide
for such services and corresponding fees.
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, PFPC and the Company, intending to be legally bound hereby,
agree as follows.
1. Amendments to Agreement.
(a) All references to "First Data Investor Services Group, Inc." and
"FDISG" are hereby deleted and replaced with "PFPC Inc." and "PFPC"
respectively.
(b) The Agreement is hereby amended to add a Section 3(g), which shall
read in full as follows:
"(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.
(c) Exhibit A and Exhibit B are hereby added to the Agreement to read
in full as set forth in such Exhibits to this Amendment.
2. Miscellaneous.
(a) Except as specifically amended herein, and except as necessary to
conform to the intention of the parties hereinabove set forth, the Agreement
shall remain unaltered and in full force and effect and is hereby ratified and
confirmed. In the event of a conflict between the terms hereof and the
Agreement, as to the Internet services, this Amendment shall control.
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(b) This Amendment, together with its Exhibits, constitutes the
complete understanding and agreement of the parties with respect to the subject
matter hereof and supercedes all prior communications with respect thereto.
IN WITNESS WHEREOF, the parties hereto have set their hands by their
duly authorized representatives as of the year and date first above indicated.
PFPC INC. SIT LARGE CAP GROWTH FUND, INC.
(f/k/a First Data Investor Services Group)
By: Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Title: Executive Vice President Title: Vice President
----------------------------- -----------------------------
SIT MID CAP GROWTH FUND, INC. SIT MONEY MARKET FUND, INC.
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Title: Vice President Title: Vice President
----------------------------- -----------------------------
SIT MUTUAL FUNDS, INC. SIT MUTUAL FUNDS II, INC.
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Title: Vice President Title: Vice President
----------------------------- -----------------------------
SIT U.S. GOVERNMENT SECURITIES
FUND, INC.
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------
Title: Vice President
-----------------------------
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EXHIBIT A
DATASTATION ACCESS SERVICES
THIS EXHIBIT A, dated as of October 1, 2000, is Exhibit A to the Accounting
Services Agreement[s] dated April 1, 1996, 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.
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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.
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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: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Title: Executive Vice President Title: Vice President
----------------------------- -----------------------------
SIT MID CAP GROWTH FUND, INC. SIT MONEY MARKET FUND, INC.
By: :/s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Title: Vice President Title: Vice President
----------------------------- -----------------------------
SIT MUTUAL FUNDS, INC. SIT MUTUAL FUNDS II, INC.
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Title: Vice President Title: /s/ Xxxx X. Xxxxxxxxx
----------------------------- -----------------------------
SIT U.S. GOVERNMENT SECURITIES
FUND, INC.
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------
Title: /s/ Xxxx X. Xxxxxxxxx
-----------------------------
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EXHIBIT B
DataStation Authorized Persons
THIS EXHIBIT B, dated as of October 1, 2000 is Exhibit B to the Accounting
Services Agreement[s] dated April 1, 1996, 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
---- --------------- ---------
Xxxx Xxxxxx Sit Investment /s/ Xxxx Xxxxxx
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PFPC INC. SIT LARGE CAP GROWTH FUND, INC.
(f/k/a First Data Investor Services Group)
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Title: Executive Vice President Title: Vice President
----------------------------- -----------------------------
SIT MID CAP GROWTH FUND, INC. SIT MONEY MARKET FUND, INC.
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Title: Vice President Title: Vice President
----------------------------- -----------------------------
SIT MUTUAL FUNDS, INC. SIT MUTUAL FUNDS II, INC.
By: /s/ Xxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------- --------------------------------
Title: Vice President Title: Vice President
----------------------------- -----------------------------
SIT U.S. GOVERNMENT SECURITIES
FUND, INC.
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------------
Title: Vice President
-----------------------------
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