Sit Mutual Funds Ii Inc Sample Contracts

EXHIBIT (e.) Underwriting Contracts UNDERWRITING AND DISTRIBUTION AGREEMENT
Underwriting and Distribution Agreement • July 27th, 2020 • Sit Mutual Funds Ii Inc

The Fund may extend to its shareholders the right to purchase shares issued by 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.

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EXHIBIT (h.2.) ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
Administration and Accounting Services Agreement • July 27th, 2020 • Sit Mutual Funds Ii Inc • Delaware

The Administrator shall be under no duty to take any action hereunder on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by the Administrator and the Fund in a written amendment hereto. The Administrator shall not bear, or otherwise be. responsible for, any fees, costs or expenses charged by any third party service providers engaged by the Fund or by any other third party service provider to the Fund.

EXHIBIT (h.1.) Transfer Agency and Shareholder Services Agreement
Transfer Agency and Shareholder Services Agreement • July 27th, 2020 • Sit Mutual Funds Ii Inc
Exhibit (h.2) Administration and Accounting Services Agreement EXHIBIT A
Sit Mutual Funds Ii Inc • December 17th, 2012

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.

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
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 (d) Investment Advisory Contracts AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 1st, 2019 • Sit Mutual Funds Ii Inc

This amendment number 2 (the “Amendment 2”) is effective as of the 1st day of January, 2020, by and between Sit U.S. Government Securities Fund, Inc., a Minnesota corporation (the “Fund”), and Sit Investment Associates, Inc., a Minnesota corporation (“SIA”).

EXHIBIT (g.) Custodian Agreements SCHEDULE II
Sit Mutual Funds Ii Inc • July 27th, 2020
EXHIBIT (d.) Investment Advisory Contracts AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 18th, 2021 • Sit Mutual Funds Ii Inc
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
Sit Mutual Funds Ii Inc • December 17th, 2012

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.

EXHIBIT (h.3.) Other Material Contracts SUPERVISION AND ADMINISTRATION AGREEMENT
Other Material Contracts • March 18th, 2021 • Sit Mutual Funds Ii Inc • Minnesota

this function, including systems and procedures relating to defaulted securities; forensic reporting and monitoring of securities and derivatives pricing, including checks and balances against internal models and external pricing services; tracking and reviewing fair valued securities; supervising pricing vendors; monitoring for significant events occurring after the close of trading that may affect the value of portfolio holdings; and establishing net asset value estimation processes in the event the custodian cannot produce a net asset value for Shares of a Fund.

EXHIBIT (h.3.) Other Material Contracts SUPERVISION AND ADMINISTRATION AGREEMENT
Supervision and Administration Agreement • November 1st, 2019 • Sit Mutual Funds Ii Inc • Minnesota

SUPERVISION AND ADMINISTRATION AGREEMENT, made this 1st day of January, 2020, between Sit U.S. Government Securities Fund, Inc. (the “Fund”), a Minnesota corporation and Sit Investment Associates, Inc. (the “Administrator” or “SIA”), a Minnesota corporation.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 27th, 2020 • Sit Mutual Funds Ii Inc
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