EXHIBIT (h.2.)
Accounting Services Agreement
AMENDMENT TO THE ACCOUNTING SERVICES AGREEMENT
This Amendment dated December 15, 2003 (the "Amendment") is made to the
Accounting Services Agreement dated April 1, 1996 (as amended and supplemented,
the "Agreement") by and between SIT Large Cap Growth Fund, Inc. (the "Company")
and PFPC Inc. ("PFPC").
1. Exhibit 1 is modified by adding the following new portfolios for which
the Company would like to retain PFPC as Fund Accounting Agent:
SIT Dividend Growth Fund (Series G)
SIT Florida Tax Free Income Fund (Series A)
2. Section 3 of the Agreement is deleted in its entirety and replaced with
the following:
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) 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;
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.
3. Paragraph (a) of Section 4 of the Agreement is deleted in its entirety
and replaced with the following (all succeeding paragraphs in the
Agreement are appropriately renumbered):
(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
------ ------------------
$1 > $2,000,000,000 4.0
$2,000,000,000 - $5,000,000,000 2.5
> $5,000,000,000 2.0
C-10
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 attached hereto 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.
(b) Miscellaneous Charges. The Company shall be charged for
the following products and services as applicable:
o Ad hoc reports
o Manual Pricing
o Materials for Rule 15c-3 Presentations
(c) 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
4. Paragraph (e) of Section 8 of the Agreement is hereby deleted in its
entirety and replaced with the following:
(e) Notwithstanding anything contained in this Agreement to the
contrary, the Company may terminate this Agreement for any
reason, or no reason, upon ninety (90) days written notice
to PFPC and the payment to PFPC of an early termination
penalty equal to $200,000.
5. Effective June 11, 2004, paragraph (a) of Section 13 of the Agreement is
hereby amended to change the address for notices to the Company and PFPC
as follows:
To the Company:
SIT Investments
3300 IDS Center
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: President
To PFPC:
PFPC Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: President
6. Schedule B to the Agreement is deleted in its entirety and replaced with
the attached Schedule B.
7. Except to the extent amended hereby, the Agreement shall remain unchanged
and in full force and effect and is hereby ratified and confirmed in all
respects as amended hereby.
C-11
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.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxxx
--------------------------- -------------------------------------
Title: SVP Title: VP
------------------------ ----------------------------------
C-12
SCHEDULE B
OUT-OF-POCKET EXPENSES
The Company will reimburse PFPC for out-of-pocket expenses incurred on the
Company's behalf, including, but not limited to, postage, telephone, telex,
overnight express charges, deconversion costs, costs to obtain independent
security market quotes, record retention, third party audit reviews (SAS 70),
processing fees related to initial Blue Sky filings and travel expenses incurred
for Board meeting attendance.
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.
C-13
EXHIBIT 1
SIT MUTUAL FUNDS
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.
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 Dividend Growth Fund (Series G)*
Sit Mutual Funds II, Inc.
Sit Tax-Free Income Fund (Series A)
Sit Minnesota Tax-Free Income Fund (Series B)
Sit Bond Fund (Series C)
Sit Mutual Funds Trust
Sit Florida Tax Free Income Fund (Series A)*
* A New Fund as defined in Section 4a.
C-14
AMENDMENT TO THE ACCOUNTING SERVICES AGREEMENT
This Amendment dated December 15, 2003 (the "Amendment") is made to the
Accounting Services Agreement dated April 1, 1996 (as amended and supplemented,
the "Agreement") by and between SIT Mid Cap Growth Fund, Inc. (the "Company")
and PFPC Inc. ("PFPC").
1. Exhibit 1 is modified by adding the following new portfolios for which
the Company would like to retain PFPC as Fund Accounting Agent:
SIT Dividend Growth Fund (Series G)
SIT Florida Tax Free Income Fund (Series A)
2. Section 3 of the Agreement is deleted in its entirety and replaced with
the following:
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) 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;
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.
3. Paragraph (a) of Section 4 of the Agreement is deleted in its entirety
and replaced with the following (all succeeding paragraphs in the
Agreement are appropriately renumbered):
(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
------ ------------------
$1 > $2,000,000,000 4.0
$2,000,000,000 - $5,000,000,000 2.5
> $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 attached hereto 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
C-15
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.
(b) Miscellaneous Charges. The Company shall be charged for
the following products and services as applicable:
o Ad hoc reports
o Manual Pricing
o Materials for Rule 15c-3 Presentations
(c) 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
4. Paragraph (e) of Section 8 of the Agreement is hereby deleted in its
entirety and replaced with the following:
(e) Notwithstanding anything contained in this Agreement to the
contrary, the Company may terminate this Agreement for any
reason, or no reason, upon ninety (90) days written notice
to PFPC and the payment to PFPC of an early termination
penalty equal to $200,000.
5. Effective June 11, 2004, paragraph (a) of Section 13 of the Agreement is
hereby amended to change the address for notices to the Company and PFPC
as follows:
To the Company:
SIT Investments
3300 IDS Center
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: President
To PFPC:
PFPC Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: President
6. Schedule B to the Agreement is deleted in its entirety and replaced with
the attached Schedule B.
7. Except to the extent amended hereby, the Agreement shall remain unchanged
and in full force and effect and is hereby ratified and confirmed in all
respects as amended hereby.
C-16
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 MID CAP GROWTH FUND, INC.
By: /s/ Xxxx X. Xxxxxxx By:/s/ Xxxx X. Xxxxxxxxx
--------------------------- ------------------------------------
Title: SVP Title: VP
------------------------ -------------------------------
C-17
SCHEDULE B
OUT-OF-POCKET EXPENSES
The Company will reimburse PFPC for out-of-pocket expenses incurred on the
Company's behalf, including, but not limited to, postage, telephone, telex,
overnight express charges, deconversion costs, costs to obtain independent
security market quotes, record retention, third party audit reviews (SAS 70),
processing fees related to initial Blue Sky filings and travel expenses incurred
for Board meeting attendance.
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.
C-18
EXHIBIT 1
SIT MUTUAL FUNDS
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.
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 Dividend Growth Fund (Series G)*
Sit Mutual Funds II, Inc.
Sit Tax-Free Income Fund (Series A)
Sit Minnesota Tax-Free Income Fund (Series B)
Sit Bond Fund (Series C)
Sit Mutual Funds Trust
Sit Florida Tax Free Income Fund (Series A)*
* A New Fund as defined in Section 4a.
C-19
AMENDMENT TO THE ACCOUNTING SERVICES AGREEMENT
This Amendment dated December 15, 2003 (the "Amendment") is made to the
Accounting Services Agreement dated April 1, 1996 (as amended and supplemented,
the "Agreement") by and between SIT Mutual Funds, Inc. (the "Company") and PFPC
Inc. ("PFPC").
1. Schedule A is modified by adding the following new portfolio for which
the Company would like to retain PFPC as Fund Accounting Agent:
SIT Dividend Growth Fund (Series G)
2. Exhibit 1 is modified by adding the following new portfolios for which
the Company would like to retain PFPC as Fund Accounting Agent:
SIT Dividend Growth Fund (Series G)
SIT Florida Tax Free Income Fund (Series A)
3. Section 3 of the Agreement is deleted in its entirety and replaced with
the following:
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) 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;
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. Paragraph (a) of Section 4 of the Agreement is deleted in its entirety
and replaced with the following (all succeeding paragraphs in the
Agreement are appropriately renumbered):
(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
------ ------------------
$1 > $2,000,000,000 4.0
$2,000,000,000 - $5,000,000,000 2.5
> $5,000,000,000 2.0
C-20
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 attached hereto 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.
(b) Miscellaneous Charges. The Company shall be charged for
the following products and services as applicable:
o Ad hoc reports
o Manual Pricing
o Materials for Rule 15c-3 Presentations
(c) 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
5. Paragraph (e) of Section 8 of the Agreement is hereby deleted in its
entirety and replaced with the following:
(e) Notwithstanding anything contained in this Agreement to the
contrary, the Company may terminate this Agreement for any
reason, or no reason, upon ninety (90) days written notice
to PFPC and the payment to PFPC of an early termination
penalty equal to $200,000.
6. Effective June 11, 2004, paragraph (a) of Section 13 of the Agreement is
hereby amended to change the address for notices to the Company and PFPC
as follows:
To the Company:
SIT Investments
3300 IDS Center
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: President
To PFPC:
PFPC Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: President
7. Schedule B to the Agreement is deleted in its entirety and replaced with
the attached Schedule B.
8. Except to the extent amended hereby, the Agreement shall remain unchanged
and in full force and effect and is hereby ratified and confirmed in all
respects as amended hereby.
C-21
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 MUTUAL FUNDS, INC.
By: /s/ Xxxx X. Xxxxxxx By:/s/ Xxxx X. Xxxxxxxxx
--------------------------- ---------------------------------
Title: SVP Title: VP
------------------------ ----------------------------
C-22
SCHEDULE A
SIT MUTUAL FUNDS, INC.
Sit Mutual Funds, Inc.
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 Dividend Growth Fund (Series G)*
* A New Fund as defined in Section 4a.
C-23
SCHEDULE B
OUT-OF-POCKET EXPENSES
The Company will reimburse PFPC for out-of-pocket expenses incurred on the
Company's behalf, including, but not limited to, postage, telephone, telex,
overnight express charges, deconversion costs, costs to obtain independent
security market quotes, record retention, third party audit reviews (SAS 70),
processing fees related to initial Blue Sky filings and travel expenses incurred
for Board meeting attendance.
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.
C-24
EXHIBIT 1
SIT MUTUAL FUNDS
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.
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 Dividend Growth Fund (Series G)*
Sit Mutual Funds II, Inc.
Sit Tax-Free Income Fund (Series A)
Sit Minnesota Tax-Free Income Fund (Series B)
Sit Bond Fund (Series C)
Sit Mutual Funds Trust
Sit Florida Tax Free Income Fund (Series A)*
* A New Fund as defined in Section 4a.
C-25
