EXHIBIT (e)
Underwriting and Distribution Agreement
SIT MUTUAL FUNDS, INC.
DISTRIBUTION AGREEMENT
February 19, 2006
Xx. Xxxxxx X. Sit
SIA Securities Corp.
3300 IDS Center
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Dear Mr. Sit:
This Distribution Agreement ("Agreement") has been adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940 (the "Company Act") by Sit Mutual
Funds, Inc. a Minnesota corporation and the issuer of the series of shares of
common stock representing the open-end management investment companies set forth
in the Exhibit A to the Distribution Plan (each a "Fund", collectively the
"Funds"), on behalf of each Fund's Class S shares, and is governed by the terms
of the Funds' Distribution Plan pursuant to Rule 12b-1 (the "Plan").
The Plan has been approved by a majority of the Directors who are not interested
persons of the Funds and who have no direct or indirect financial interest in
the operation of the Plan (the "Disinterested Directors"), cast in person at a
meeting called for the purpose of voting on such Plan. Such approval included a
determination that in the exercise of the reasonable business judgment of the
Board of Directors and in light of their fiduciary duties, there is a reasonable
likelihood that the Plan will benefit the Funds and their shareholders.
I. To the extent you, in your capacity as the Distributor pursuant to this
Agreement, provide eligible shareholder services of the type identified in the
Plan to the Funds, we shall pay you a monthly fee based on the average net asset
value of each Fund's Class S Shares.
II. In no event may the aggregate annual fee paid to you pursuant to the
Plan with respect to a Fund exceed .25% of the value of the net assets of the
Class S Shares of such Fund (determined in the same manner as the Fund uses to
compute its net assets as set forth in its then-effective Prospectus), without
approval by a majority of the outstanding shares of the applicable Class.
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III. You shall furnish to the Board of Directors, for its review, on a
quarterly basis, a written report of the amounts expended under the Plan by you
with respect to each Fund and the purposes for which such expenditures were
made.
IV. All communications to the Funds shall be sent to you, as Distributor
for the Funds, at the following address:
Sit Mutual Funds, Inc.
3300 IDS Center
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
Any notice to you shall be duly given if mailed or delivered to you at your
address as indicated in this Agreement.
V. This Agreement may be terminated with respect to a Fund by us or by
you, by the vote of a majority of the Directors who are Disinterested Directors
of a Fund, or by a vote of a majority of the outstanding shares of a Fund, on
sixty (60) days' written notice, all without payment of any penalty. This
Agreement shall also be terminated automatically in the event of its assignment
by you or by any act that terminates the Plan. If this Agreement is terminated
your ability to receive fees under the Plan shall be limited as provided for in
the Plan.
VI. The provisions of the Plan insofar as they relate to you are
incorporated herein by reference.
This Agreement shall take effect on the date indicated below, and the terms and
provisions thereof are hereby accepted and agreed to by us as evidenced by our
execution hereof.
SIT MUTUAL FUNDS, INC.
By: /s/ Xxxxx X. Sit
--------------------------
Its: Executive Vice President
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Dated: February 19, 2006
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Agreed and Accepted:
SIA SECURITIES CORP.
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------
Its: President
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