EXHIBIT (e)
Underwriting and Distribution Agreement
UNDERWRITING AND DISTRIBUTION AGREEMENT
THIS AGREEMENT, made 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 (the
"Fund") and SIA Securities Corp., a Minnesota corporation ("Securities"),
WITNESSETH:
1. UNDERWRITING SERVICES.
The Fund hereby engages Securities, and Securities hereby
agrees to act, as principal underwriter for the Fund in connection with the sale
and distribution of the shares of the Fund's Series (as defined below) to the
public, either through dealers or otherwise. Securities agrees to offer such
shares for sale at all times when such shares are available for sale and may
lawfully be offered for sale and sold. As used herein, "Series" is defined as
Sit Florida Tax-Free Income Fund (Series A) and any other Series which may
hereafter be created by the Board of Directors of the Fund.
2. SALE OF FUND SHARES.
Such shares are to be sold only on the following terms:
(a) Only subscriptions, offers or sales of any shares of the Funds by
Securities shall be subject to this Agreement. All subscriptions, offers or
sales shall be subject to acceptance or rejection by the Fund. Any offer or sale
shall be conclusively presumed to have been accepted by the Fund if the Fund
shall fail to notify Securities of the rejection of such offer or sale prior to
the computation of the net asset value of the Fund's shares next following
receipt by the Fund of notice of such offer or sale.
(b) No share of any Series of the Fund shall be sold by
Securities for any consideration other than cash or for any amount less than the
net asset value of such share, computed as provided in the Bylaws of the Fund.
3. INVESTMENT OF DIVIDEND AND DISTRIBUTIONS.
The Fund may extend to its shareholders the right to purchase
shares issued by each Series of the Fund at the net asset value thereof with the
proceeds of any dividend or capital gain distribution paid or payable by the
Fund (or any other fund for which Securities serves as underwriter) to its
shareholders.
4. REGISTRATION OF SHARES.
The Fund agrees to make prompt and reasonable efforts to
effect and keep in effect, at its own expense, the registration or
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qualification of its shares for sale in such jurisdictions as the Fund may
designate.
5. INFORMATION TO BE FURNISHED SECURITIES.
The Fund agrees that it will furnish Securities with such
information with respect to the affairs and accounts of the Fund as Securities
may from time to time reasonably require, and further agrees that Securities, at
all reasonable times, shall be permitted to inspect the books and records of the
Fund.
6. ALLOCATION OF EXPENSES.
During the period of this contract, the Fund shall pay or
cause to be paid all expenses, costs and fees incurred by the Fund which are not
assumed by Securities or Sit Investment Associates, Inc. ("SIA"). SIA shall pay
all promotional expenses in connection with the distribution of the Fund's
shares including paying for prospectuses and shareholder reports for new
shareholders, and the costs of sales literature
7. COMPENSATION TO SECURITIES.
It is understood and agreed by the parties hereto that sales
of Fund shares will benefit SIA, an affiliate of Securities; therefore,
Securities will receive no additional compensation for services it performs
hereunder.
8. LIMITATION OF SECURITIES' AUTHORITY.
Securities shall be deemed to be an independent contractor
and, except as specifically provided or authorized herein, shall have no
authority to act for or represent the Fund. In connection with its role as
underwriter of Fund shares, Securities shall at all times be deemed an agent of
the Fund and shall sell Fund shares to purchasers thereof as agent and not as
principal.
9. SUBSCRIPTION FOR SHARES--REFUND FOR CANCELED ORDERS.
Securities shall effect the subscription of Fund shares as
agent for the Fund. In the event that an order for the purchase of shares of the
Fund is placed with Securities by a customer or dealer and subsequently
canceled, Securities, on behalf of such customer or dealer, shall forthwith
cancel the subscription for such shares entered on the books of the Fund, and,
if customer has paid the Fund for such shares, the customer shall be entitled to
receive from the Fund in refund of such payment the lesser of:
(a) the consideration received by the Fund for said shares;
(b) the net asset value of such shares at the time of
cancellation by Securities.
10. INDEMNIFICATION OF THE FUND
Securities agrees to indemnify the Fund against any and all
litigation and other legal proceedings of any kind or nature and against any
liability, judgment, cost or penalty imposed as a result of such litigation or
proceedings in any way arising out of or in connection with the sale or
distribution of the shares of the Fund by
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Securities. In the event of the threat or institution of any such litigation or
legal proceedings against the Fund, Securities shall defend such action on
behalf of the Fund at its own expense, and shall pay any such liability,
judgment, cost or penalty resulting therefrom, whether imposed by legal
authority or agreed upon by way of compromise and settlement; provided, however,
Securities shall not be required to pay or reimburse the Fund for any liability,
judgment, cost or penalty incurred as a result of information supplied by, or as
the result of the omission to supply information by, the Fund to Securities, or
to Securities by a director, officer, or employee of the Fund who is not an
interested person of Securities, unless the information so supplied or omitted
was available to Securities or the Fund's investment adviser without recourse to
the Fund or any such interested person of the Fund.
11. FREEDOM TO DEAL WITH THIRD PARTIES.
Securities shall be free to render to others services of a
nature either similar to or different from those rendered under this contract,
except such as may impair As performance of the services and duties to be
rendered by it hereunder.
12. EFFECTIVE DATE, DURATION AND TERMINATION OF AGREEMENT.
This Agreement shall be effective on December 15, 2003.
Wherever referred to in this Agreement, the vote or approval of the holders of a
majority of the outstanding voting securities of a Series or the Fund shall mean
the vote of 67% or more of such securities if the holders of more than 50% of
such securities are present in person or by proxy or the vote of more than 50%
of such securities, whichever is less.
Unless sooner terminated as hereinafter provided, this
Agreement shall continue in effect only so long as such continuance is
specifically approved at least annually (a) by the Board of Directors of the
Fund, or with respect to a particular Series, by the vote of the holders of a
majority of the outstanding voting securities of such Series, and (b) by a
majority of the directors who are not interested persons of Securities or of the
Fund cast in person at a meeting called for the purpose of voting on such
approval provided that, if a majority of the outstanding voting securities of
any of the Series approves this Agreement, this Agreement shall continue in
effect with respect to such approving Series whether or not the shareholders of
any other Series of the Fund approve this Agreement.
This Agreement may be terminated at any time without the
payment of any penalty by the vote of the Board of Directors of the Fund or by
the vote of the holders of a majority of the outstanding voting securities of
the Fund, or by Securities, upon sixty (60) days written notice to the other
party. This Agreement may be terminated with respect to a particular Series at
any time without the payment of any penalty by the vote of the holders of a
majority of the outstanding voting securities of such Series, upon sixty (60)
days written notice to Securities. This Agreement shall automatically terminate
in the event of its assignment.
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13. AMENDMENTS TO AGREEMENT.
No material amendment to this Agreement shall be effective
until approved by a vote of the Board of Directors of the Fund, including a
majority of the Directors who are not interested persons of the Fund and who
have no direct or indirect financial interest in this Agreement, cast in person
at a meeting called for the purpose of voting on such amendment.
14. 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.
IN WITNESS WHEREOF, the Fund and Securities have caused this
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
SIA SECURITIES CORP.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Its President
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SIT MUTUAL FUNDS TRUST
By /s/ G. ▇▇▇▇ ▇▇▇▇▇▇▇
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Its Chief Operating Officer
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