AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
(File No. 33-42101)
Post-Effective Amendment No. 13
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
(File No. 811-6373)
Post-Effective Amendment No. 14
SIT MUTUAL FUNDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
4600 Norwest Center, Minneapolis, Minnesota 55402
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(612) 332-3223
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Paul E. Rasmussen, Vice President
SIT Mutual Funds
4600 Norwest Center
Minneapolis, Minnesota 55402
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
Michael J. Radmer, Esq.
Dorsey & Whitney LLP
2200 First Bank Place East
Minneapolis, Minnesota 55402
It is proposed that this filing will become effective (check appropriate box):
___ immediately upon filing pursuant to paragraph (b) of rule 485
___ on (specify date) pursuant to paragraph (b) of rule 485
XXX 60 days after filing pursuant to paragraph (a)(1) of rule 485
___ on (specify date) pursuant to paragraph (a)(1) of rule 485
___ 75 days after filing pursuant to paragraph (a)(2) of rule 485
___ on (specify date) pursuant to paragraph (a)(2) of rule 485
The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company
Act of 1940. A Rule 24f-2 Notice for the Registrant's most recent fiscal year
was filed with the Securities and Exchange Commission on or about August 11,
1997.
<PAGE>
INCORPORATION BY REFERENCE
Part A (Prospectus), Part B (Statement of Additional Information), and the
required cross-reference sheet of this Registration Statement on Form N-1A of
the Registrant are hereby incorporated by reference to Part A, Part B, and the
cross-reference sheet of Post-Effective Amendment No. 11 to the Registration
Statement on Form N-1A of Sit Mutual Funds, Inc. - Sit Science and Technology
Fund filed with the Commission on July 16, 1997. The enclosed Post-Effective
Amendment seeks to extend the effective date requested in Post-Effective
Amendment No. 11 filed on July 16, 1997 from October 1, 1997 to November 28,
1997. The enclosed Post-Effective Amendment also includes a Part C Exhibit.
<PAGE>
Part C
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements (incorporated by reference to Post-Effective
Amendment No. 11 to the Registrant's Registration Statement).
(b) Exhibits
1. Articles of Incorporation (incorporated by reference to
Post-Effective Amendment No. 3 to the Registrant's
Registration Statement).
1.1 Certificate of Designation (filed herewith)
2. Amended Bylaws (to be filed by amendment)
3. Not applicable
4. Specimen Copy of Share Certificate (to be filed by amendment)
5. Investment Management Agreement (to be filed by amendment)
6. Underwriting and Distribution Agreement (to be filed by
amendment)
7. Not applicable
8.1 Custodian Agreement (to be filed by amendment)
8.2 Transfer Agency and Services Agreement (to be filed by
amendment)
8.3 Accounting Services Agreement (to be filed by amendment)
9. Not applicable
10. Opinion and Consent of Dorsey & Whitney (to be filed by
amendment)
11. Consent of KPMG Peat Marwick (incorporated by reference to
Post-Effective Amendment No. 10 to the Registrant's
Registration Statement.)
12. Not applicable
13. Letter of Investment Intent (Incorporated by reference to
Post-Effective Amendment No. 11 to the Registrant's
Registration Statement.)
14. Not applicable
15. Not applicable
16. Calculations of Performance Data (incorporated by reference to
Post-Effective Amendment No. 10 to the Registrant's
Registration Statement.)
17. Powers of Attorney (incorporated by reference to
Post-Effective Amendment No. 9 to the Registrant's
Registration Statement.)
Item 25. Persons Controlled by or Under Common Control with Registrant
(Incorporated by reference to Post-Effective Amendment No. 11 to the
Registrant's Registration Statement. See the section of the Prospectus
entitled "Management" and the section of the Statement of Additional
Information entitled "Investment Adviser.")
Item 26. Number of Holders of Securities
The number of holders of shares of Sit Mutual Funds, Inc. as of June
30, 1997 are:
Title of Class Number of Record Holders
-------------- ------------------------
Common Stock, par value of $.01 per share
Series A 2,121
Series B 126
Series C 1,630
Series D 547
Series E None
<PAGE>
Item 27. Indemnification
(Incorporated by reference to Post-Effective Amendment No. 11 to the
Registrant's Registration Statement).
Item 28. Business and other Connections of Investment Adviser
(Incorporated by reference to Post-Effective Amendment No. 11 to the
Registrant's Registration Statement).
Item 29. Principal Underwriters
(Incorporated by reference to Post-Effective Amendment No. 11 to the
Registrant's Registration Statement).
Item 31. Management Services Not applicable
Item 32. Undertakings
(a) Not applicable
(b) Registrant undertakes to file a post-effective amendment,
using financial statements which need not be certified, within
four to six months from the initial public offering of its
Series E common shares.
(c) Registrant undertakes to call a meeting of shareholders for
the purpose of voting upon the question of removal of a
director if requested to do so by the holders of at least 10%
of such Registrant's outstanding shares and to assist in
communications with other shareholders as required by Section
16(c) of the Investment Company Act of 1940.
(d) Registrant undertakes to furnish each person to whom a
prospectus or any series of the Registrant is sent the latest
Annual Report of such series. Such Annual Report will be
furnished by the Registrant without charge upon request by
such person.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Minneapolis, State of Minnesota, on the 29th day
of September, 1997.
SIT MUTUAL FUNDS, INC.
(Registrant)
By /s/ Eugene C. Sit
--------------------------------------------
Eugene C. Sit, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature and Title
/s/ Eugene C. Sit Dated: September 29, 1997
- -------------------------------------------
Eugene C. Sit Chairman
(Principal Executive Officer and Director)
/s/ Paul E. Rasmussen Dated: September 29, 1997
- -------------------------------------------
Paul E. Rasmussen, Treasurer
(Principal Financial Officer and Accounting Officer)
William E. Frenzel, Director *
John E. Hulse, Director *
Sidney L. Jones, Director *
Peter L. Mitchelson, Director *
Donald W. Phillips, Director *
* By /s/ Eugene C. Sit Dated: September 29, 1997
-------------------------------------
Eugene C. Sit, Attorney-in-fact
(Pursuant to Powers of Attorney filed
previously with the Commission.)
<PAGE>
SIT MUTUAL FUNDS, INC.
REGISTRATION STATEMENT ON FORM N-1A
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER NAME OF EXHIBIT NUMBER
1.1 Certificate of Designation C-5
Exhibit 1.1
Certificate of Designation
CERTIFICATE OF DESIGNATION
OF
SERIES E AND SERIES F COMMON SHARES
OF
SIT MUTUAL FUNDS, INC.
The undersigned duly elected Secretary of SIT Mutual Funds,
Inc., a Minnesota corporation ("Mutual Funds"), hereby certifies that the
following is a true, complete and correct copy of resolutions duly adopted by a
majority of the directors of the Board of Directors of Mutual Funds on July 24,
1997.
DESIGNATION OF SERIES E AND F COMMON SHARES
WHEREAS, the shareholders of SIT Mutual Funds, Inc. ("Mutual Funds"),
have authorized one trillion (1,000,000,000,000) shares of common stock, $.01
par value per share, of which ten billion (10,000,000,000) shares have been
designated Series A Common Shares; and ten billion (10,000,000,000) shares have
been designated Series B Common Shares; and ten billion (10,000,000,000) shares
have been designated Series C Common Shares; and ten billion (10,000,000,000)
shares have been designated Series D Common Shares; and
WHEREAS, said Articles of Incorporation, as amended, set forth that the
balance of authorized but unissued shares of common stock may be issued
in such series and with such designations, preferences and relative,
participating, optional or other special rights, or qualifications,
limitations or restrictions thereof, as shall be stated or expressed in
a resolution or resolutions providing for the issue of any series of
common shares as may be adopted from time to time by the Board of
Directors of Mutual Funds;
NOW, THEREFORE, BE IT RESOLVED, that ten billion (10,000,000,000) of
the remaining authorized by unissued common shares of Mutual Funds be,
and they hereby are, designated as Series E Common Shares, and said
Series E represents an interest in a separate and distinct portion of
Mutual Funds' assets and liabilities, which shall take the form of a
separate portfolio of investment securities, cash, other assets and
liabilities.
NOW, THEREFORE, BE IT RESOLVED, that ten billion (10,000,000,000) of
the remaining authorized by unissued common shares of Mutual Funds be,
and they hereby are, designated as Series F Common Shares, and said
Series F represents as interest in a separate and distinct portion of
Mutual Funds' assets and liabilities, which shall take the form of a
separate portfolio of investment securities, cash, other assets and
liabilities.
BE IT FURTHER RESOLVED, that Articles 6 and 7 of the Articles of
Incorporation, as amended, of Mutual Funds setting forth the
preferences and relative, participating, optional or other special
rights, and qualifications, limitations and restrictions thereof, of
and among each series of common shares be, and they hereby are, adopted
as the preferences and relative, participating, optional and other
rights, and the qualifications, limitations and restrictions thereof
and among the Series A Common Shares, Series B Common Shares, Series C
Common Shares,
<PAGE>
Series D Common Shares, Series E Common Shares and Series F Common
Shares of Mutual Funds.
BE IT FURTHER RESOLVED, that the officers of Mutual Funds are hereby
authorized and directed to file with the Secretary of State of
Minnesota, a Certificate of Designation setting forth the relative
rights and preferences of the Series E Common Shares and the Series F
Common Shares in relation to the other series of the Corporation, as
required by Section 302A.401, Subd.3(b) of the Minnesota Statutes.
BE IT FURTHER RESOLVED, that there is hereby authorized the issuance of
said Series E Common Shares and Series F Common Shares, provided that
such shares shall be issued at a price no less than their net asset
value per share.
BE IT FURTHER RESOLVED, that upon receipt of the issuance price for the
shares authorized to be issued hereinabove, either in connection with
the original issue of the shares or the issue following the redemption
of such shares by Mutual Funds (and after filing with the Secretary of
State of Minnesota pursuant to Section 302A.401, Subd.3(b) of the
Minnesota Statutes, the aforementioned Certificate of Designation
setting forth the name of the corporation and the text of the relevant
portions of these resolutions and certifying the adoption of such
portions of these resolutions and the date of adoption), the officers
of Mutual Funds are hereby authorized and directed to issue
certificates representing shares (or confirm purchases to investors and
credit such purchases to their accounts) of the Series E Common Shares
and the Series F Common Shares of Mutual Funds, and such shares are
hereby declared to be validly and legally issued, fully paid and
nonassessable.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Designation on behalf of Mutual Funds this 3rd day of September,
1997.
/s/ Michael J. Radmer
------------------------------
Michael J. Radmer
