EXHIBIT 6
Underwriting and Distribution Agreement
UNDERWRITING AND DISTRIBUTION AGREEMENT
THIS AGREEMENT, made this first day of April, 1994, by and between Sit
Mutual Funds, Inc. (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 International Growth Fund (Series A) and Sit Balanced Fund (Series B) 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 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 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 April 1, 1994. 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.
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/ ▇▇▇▇▇▇▇ Kingsley____
Its Vice President_______
SIT MUTUAL FUNDS, INC.
By _ /s/ ▇▇▇▇ ▇. Rasmussen___
Its Vice President_______