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Accounting Services Agreement
Accounting Services Agreement (39K)
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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
{PAGE}
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.
187179
| PFPC, Inc.;
| Sit Mutual Funds Trust
|
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