EXHIBIT (d)
Investment Management Agreement
INVESTMENT MANAGEMENT AGREEMENT
This Agreement, made as of this 15th day of December 2003, by
and between Sit Mutual Funds Trust, a Delaware statutory trust, on behalf of the
portfolio represented by a series of shares of common stock of the Trust that
adopts this Agreement (the "Fund") (the Fund is set forth in Exhibit A hereto,
which shall be updated from time to time to reflect additions, deletions or
other changes thereto), and Sit Investment Associates, Inc., a Minnesota
corporation ("SIA").
WITNESSETH:
1. INVESTMENT MANAGEMENT SERVICES.
(a) The Fund hereby engages SIA, and SIA hereby agrees to act,
as investment adviser for, and to manage the investment of the assets of, the
Fund.
(b) The investment of the assets of the Fund shall at all
times be subject to the applicable provisions of the Articles of Incorporation,
Bylaws, Registration Statement and current Prospectus and the Statement of
Additional Information of the Fund and shall conform to the policies and
purposes of the Fund as set forth in such documents and as interpreted from time
to time by the Fund's Board of Directors. Within the framework of the Fund's
investment policies, and except as otherwise permitted by this Agreement, SIA
shall have the sole and exclusive responsibility for the management of the
Fund's investment portfolio and for making and executing all investment
decisions for the Fund. SIA shall report to the Fund's Board of Directors
regularly at such times and in such detail as the Board may from time to time
determine appropriate, in order to permit the Board to determine the adherence
of SIA to the Fund's investment policies.
(c) SIA shall, at its own expense, furnish all office
facilities, equipment and personnel necessary to discharge its responsibilities
and duties hereunder. SIA shall arrange, if requested by the Fund, for officers
or employees of SIA to serve without compensation from the Fund as directors,
officers, or employees of the Fund if duly elected to such positions by the
shareholders or directors of the Fund.
(d) SIA hereby acknowledges that all records pertaining to the
Fund's investments are the property of the Fund, and in the event that a
transfer of investment management services to someone other than SIA should ever
occur, SIA will promptly, and at its own cost, take all steps necessary to
segregate such records and deliver them to the Fund.
(e) SIA shall not be liable hereunder for any loss suffered by
the Fund in connection with the matters to which this Agreement relate, except
losses resulting from willful misfeasance, bad faith or gross negligence on the
part of SIA in the performance of its obligations and duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.
2. COMPENSATION FOR SERVICES.
In payment for the investment advisory and management services
to be rendered by SIA hereunder, the Fund shall pay to SIA a fee at an annual
rate of .80% of the Fund's average daily
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net assets. This fee shall be paid to SIA on a monthly basis not later than the
fifth business day of the month following the month in which said services were
rendered. This fee shall be based on the average of the net asset values of all
of the issued and outstanding shares of the Fund as determined as at the close
of each business day of the month pursuant to the Articles of Incorporation,
Bylaws, and currently effective Prospectus and Statement of Additional
Information of the Fund.
3. ALLOCATION OF EXPENSES.
Except for extraordinary expenses (as so designated by a
majority of the directors of the Fund, including a majority of said directors
who are not "interested persons" of the Fund or of SIA, as defined in the
Investment Company Act of 1940, as amended), interest, brokerage commissions and
other transaction charges relating to the Fund's investing activities, SIA shall
bear all of the Fund's expenses.
4. FREEDOM TO DEAL WITH THIRD PARTIES.
SIA shall be free to render services to others similar to
those rendered under this Agreement or of a different nature except as such
services may conflict with the services to be rendered or the duties to be
assumed hereunder.
5. EFFECTIVE DATE, DURATION, TERMINATION, AMENDMENT OF
AGREEMENT.
(a) The effective date of this Agreement shall be December 15,
2003.
(b) Unless sooner terminated as hereinafter provided, this
Agreement shall continue in effect for a period more than two years from the
date of its execution but only as long as such continuance is specifically
approved at least annually by (i) the Board of Directors of the Fund or by the
vote of a majority of the outstanding voting securities of the Fund, and (ii) by
the vote of a majority of the directors of the Fund who are not parties to this
Agreement or "interested persons" (as defined in the Investment Company Act of
1940, as amended) of SIA or of the Fund cast in person at a meeting called for
the purpose of voting on such approval.
(c) This Agreement may be terminated at any time, without the
payment of any penalty, by the Board of Directors of the Fund or by the vote of
a majority of the outstanding voting securities of the Fund, or by SIA, upon 60
days' written notice to the other party.
(d) This Agreement shall automatically terminate in the event
of its "assignment" (as defined in the Investment Company Act of 1940, as
amended).
(e) No amendment to this Agreement shall be effective until
approved by the vote of: (i) a majority of the directors of the Fund who are not
parties to this Agreement or "interested persons" (as defined in the Investment
Company Act of 1940, as amended) of SIA or of the Fund cast in person at a
meeting called for the purpose of voting on such approval; and (ii) a majority
of the outstanding voting securities of the Fund.
(f) Wherever referred to in this Agreement, the vote or
approval of the holders of a majority of the outstanding voting securities or
shares of the Fund shall mean the lesser of (i) the vote
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of 67% or more of the voting securities of the Fund present at a regular or
special meeting of shareholders duly called, if more than 50% of the Fund's
outstanding voting securities are present or represented by proxy, or (ii) the
vote of more than 50% of the outstanding voting securities of the Fund.
6. NOTICES.
Any notice under this Agreement shall be in writing,
addressed, delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate in writing for receipt of
such notice.
7. INTERPRETATION; GOVERNING LAW.
This Agreement shall be subject to and interpreted in
accordance with all applicable provisions of law including, but not limited to,
the Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder. To the extent that the provisions herein contained
conflict with any such applicable provisions of law, the latter shall control.
The laws of the State of Minnesota shall otherwise govern the construction,
validity and effect of this Agreement.
IN WITNESS WHEREOF, the Fund and SIA have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
SIT MUTUAL FUNDS TRUST
By
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Its
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SIT INVESTMENT ASSOCIATES, INC.
By
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Its
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EXHIBIT A
To
INVESTMENT MANAGEMENT AGREEMENT
Annual Management Fee
Fund Effective Date (as % of average daily net assets)
------------------ -------------- ----------------------------------
Sit Florida Tax-Free Expected - .80% (1)
Income Fund December 31, 2003
(1) Except for extraordinary expenses (as so designated by a majority of the
directors of the Trust, including a majority of said directors who are not
"interested persons" of the Trust or of SIA, as defined in the Investment
Company Act of 1940, as amended), interest, brokerage commissions and other
transaction charges relating to investing activities incurred by the Trust on
behalf of each aforementioned Fund, SIA shall bear all of each Fund's expenses.
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