0001193125-12-504618 Sample Contracts

Exhibit (h.2) Administration and Accounting Services Agreement EXHIBIT A
Administration and Accounting Services Agreement • December 17th, 2012 • Sit Mutual Funds Ii Inc

THIS EXHIBIT A, amended and restated effective as of December 31, 2012, is Exhibit A to that certain Administration and Accounting Services Agreement dated as of June 30, 2012 between BNY Mellon Investment Servicing (US) Inc. and each investment company listed below.

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Exhibit (g) Custodian Agreement SCHEDULE II
Custodian Agreement • December 17th, 2012 • Sit Mutual Funds Ii Inc

THIS SCHEDULE II, amended and restated effective as of December 31, 2012, is Schedule II to that certain Custody Agreement dated as of June 30, 2012 between The Bank of New York Mellon and each investment company listed below.

Exhibit (h.1) Transfer Agency and Shareholder Services Agreement Amendment No. 1 To Transfer Agency And Shareholder Services Agreement
Transfer Agency and Shareholder Services Agreement • December 17th, 2012 • Sit Mutual Funds Ii Inc

This Amendment No. 1 To Transfer Agency And Shareholder Services Agreement, dated as of November 30, 2012 (“Amendment No. 1”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of the registered investment companies signing below (each, an “Investment Company”, and collectively, the “Investment Companies”).

Exhibit (e) Underwriting Contracts AMENDMENT OF UNDERWRITING AND DISTRIBUTION AGREEMENT AS OF DECEMBER 31, 2012
Underwriting and Distribution Agreement • December 17th, 2012 • Sit Mutual Funds Ii Inc

WHEREAS Sit Mutual Funds II, Inc. (the “Fund”) and SIA Securities Corp., a Minnesota corporation (“Securities”) entered into an agreement the terms of which are set forth in the Underwriting and Distribution Agreement dated April 1, 1994; and

Exhibit (l) Initial Capital Agreements: Letter of Investment Intent Sit Investment Associates, Inc. Letter of Investment Intent Purchase of Sit Mutual Funds II, Inc. Series E Common Shares Sit Quality Income Fund
Letter of Investment Intent • December 17th, 2012 • Sit Mutual Funds Ii Inc

Sit Investment Associates, Inc. (“SIA”) intends to purchase approximately one hundred (100) Series E Common Shares of Sit Mutual Funds II, Inc. for $10 per share on or before December 31, 2012. SIA will hold said shares for investment purposes.

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