SIT GROWTH & INCOME FUND INC
N-30D, 1995-08-30
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ANNUAL REPORT
EQUITY FUNDS
June 30, 1995

                                                                             SIT
                                                               MUTUAL FUND GROUP

                                 A FAMILY
                                 OF 100%
                                 NO-LOAD FUNDS

                                 *  Developing Markets Growth Fund

                                 *  Small Cap Growth Fund

                                 *  International Growth Fund

                                 *  Growth Fund

                                 *  Growth & Income Fund

                                 *  Balanced Fund


                         A Look at the SIT Mutual Funds

         The SIT Mutual Fund Group is managed by Sit Investment Associates, Inc.
Sit investment was founded by Eugene C. Sit in July 1981 and is dedicated to a
single purpose, to be one of the premier investment management firms in the
United States. Sit Investment currently manages more than $4.0 billion for some
of America's largest corporations, foundations and endowments.

         The SIT Mutual Fund Group is comprised of eleven 100% no-load funds.
100% no-load means that the funds have no sales charges on purchases, no
deferred sales charges, no 12b-1 fees, no redemption fees and no exchange fees.
Every dollar you invest goes to work for you.

         Some of the other features include:
         *  Free telephone exchange
         *  Dollar-cost averaging through automatic investment plan 
         *  Electronic transfer of funds for purchases and redemptions 
         *  Free check-writing privileges on bond funds 
         *  Retirement accounts including IRAs, Keoghs and 401(k) Plans

(GRAPH) describing: 1) principal stability and current income and 2) growth
potential.

                              SIT FAMILY OF FUNDS


<TABLE>
<S>                                 <C>                       <C>                                <C>
STABILITY:                          INCOME:                   GROWTH & INCOME:                   GROWTH:
Safety of principal                 Increased income          Long-term capital                  Long-term capital
and current income                                            appreciation and income            appreciation
</TABLE>




                  SIT MUTUAL FUND GROUP
                Stock Funds Annual Report
                    Table of Contents

                                            PAGE

Chairman's Letter ........................    2

Performance Review .......................    4

Fund Reviews and Portfolios of Investments

         Developing Markets Growth Fund ..    6

         Small Cap Growth Fund ...........   10

         International Growth Fund .......   14

         Growth Fund .....................   18

         Growth & Income Fund ............   22

         Balanced Fund ...................   26

Notes to Portfolios of Investments .......   31

Statements of Assets and Liabilities .....   32

Statements of Operations .................   33

Statements of Changes in Net Assets ......   34

Notes to Financial Statements ............   36

Financial Highlights .....................   40

Independent Auditors' Report .............   46

Federal Income Tax Information ...........   47


This document must be preceded or accompanied by a Prospectus.


SIT MUTUAL FUND GROUP
Chairman's Letter - June 30, 1995


PHOTO             Eugene C. Sit

Dear Fellow Shareholders:

         Market expectations for lower short-term interest rates, relatively
stable inflation, strong second quarter corporate earnings reports, and
favorable prospects for an economic soft landing provided the basis for domestic
stocks to rise sharply in the first half of 1995.

ECONOMIC REVIEW

Domestic economic growth decelerated in the first half of 1995 as second quarter
real GDP expanded modestly at a +0.5% annual rate and first quarter data was
revised downward slightly to +2.7%. Slower second quarter growth was primarily
the result of a correction in inventories and slower growth in exports. Real
final sales for the quarter rose +2.1%. Although those leaning toward the
possibility of recession cite the increasing trend in unemployment and
decreasing capacity utilization as indicators of slowing growth, we believe a
recession will be avoided in 1995 and that the soft landing scenario is most
likely. Personal income growth remained strong at a +5.7% annual rate in June,
and personal consumption expenditures, the largest component of GDP, expanded by
a rate of slightly better than +2.5%. Looking toward the second half of 1995,
upticks in housing and auto sales and strong loan demand combined with more
moderate inventory levels suggest a more active economy during the latter half
of the year. We expect that economic growth will accelerate somewhat during this
period, resulting in a growth rate of approximately +3.0% for calendar 1995.

Mixed indications of second quarter economic activity led financial markets to
discount an impending reduction in short-term interest rates as a means of
economic stimulus to avert a possible recession. These expectations were
confirmed on July 6th when the Federal Reserve lowered the federal funds rate by
25 basis points at its FOMC meeting, citing an absence of price pressures as
reasonable justification. Although the Fed appears now to be leaning in favor of
monetary ease, we believe further reductions in short-term rates will depend
primarily upon future levels of economic activity.

Price increases in general continue at a modest pace, suggesting that the Fed's
July policy reversal was justified. Consumer price increases, as measured by the
year-over-year change in the CPI, remain moderate at +3.0%. Price increases at
the producer level were even more subdued, showing a +2.2% annual increase as
measured by the PPI. Although labor and energy prices appear completely in check
at the present time, wheat prices, which are now flirting with 25-year highs
because of dwindling inventories created by this year's extreme weather, could
spark a larger uptick in consumer prices.

In addition to stable inflation, the policies aimed at increased fiscal
restraint brought to Washington by the Republican majority have contributed to
the favorable investment environment. Congress continues to aggressively pursue
deficit reduction as evidenced by the nearly $983 billion in spending cuts
outlined in the compromise plan between House and Senate Republicans. The
majority of the cuts would be derived by slowing the growth in Medicare and
Medicaid spending and would provide for a balanced budget by the year 2002.
While President Clinton now favors a balanced budget, his plans provide
significant differences in spending for entitlement programs. Therefore, the
budget debate will likely intensify through the fall. The Administration now
estimates that the current fiscal deficit will approximate $160 billion.

International trade relations were strained recently as the U.S. clashed with
Japan over auto import policies before a last-minute agreement was reached.
Although the agreement contained little substance, the compromise was important
in terms of preserving momentum toward free trade. The competitive position of
the U.S. in international markets remains extremely strong, particularly among
the G-7 nations, in terms of its low unit labor costs as well as its exchange
rate, especially versus the Japanese yen, which could enhance prospects for
increased export activity.

Even though international equities performed well in light of generally lower
interest rates, global growth now appears to be slowing. Real GDP growth in
several of the European nations peaked during the first quarter, although
inflation seems to be tapering off as well. Germany's Bundesbank, a leader in
setting European monetary policy, could stimulate the region by lowering
short-term interest rates this fall. The Asian economies, ex-Japan, have also
slowed modestly as well, although from generally higher levels of economic
activity. In contrast to the other Asian economies, Japan appears once again on
the brink of recession and is currently grappling with rampant asset deflation,
a potential banking crisis, and public discord created by weak political
leadership. These problems will require a substantial fiscal stimulus package
coupled with an expansionary monetary policy by the Bank of Japan.

EQUITY STRATEGY SUMMARY

Growth stocks continued to perform well during the first half of 1995, fueled by
the strong earnings increases of technology-related issues and stable to
declining interest rates. In terms of market valuation, even though domestic
stocks performed strongly during the first half of 1995, corporate earnings
continue to advance and the current price/earnings ratio of the S&P 500 at 16
times trailing earnings still appears reasonable given the outlook for continued
profit increases and current interest rate levels. Moreover, growth stock
valuation in general remains well within historical ranges. We anticipate a
continued market advance through next year, albeit at a much slower rate, and a
near-term correction is probable, particularly after the market's strong first
half showing.

Given our expectations for moderate economic growth and stable to slightly
rising interest rates, we believe the cycle favoring growth stocks which began
12 months ago will continue. Moving toward the latter half of the year the
companies in the S&P 500 will encounter some fairly difficult earnings
comparisons, particularly economically-sensitive issues that benefited greatly
from the decline in interest rates that began in 1993. On a relative basis,
those companies that are able to deliver high and consistent earnings growth
will become increasingly favored by investors.

Portfolio strategy for domestic stock funds consists of maintaining considerable
weightings in sectors that present opportunities for superior earnings gains,
namely technology, business equipment and services, and health care. Since
relative earnings momentum and stock selection will be critical for investment
success in the second half of 1995, we are continually monitoring the earnings
growth potential of the companies in the portfolio. All portfolios are
essentially fully invested at the present time.

In terms of international strategy, we continue to emphasize non-Japan Asian
markets that offer attractive valuations and the potential for above-average
rates of economic growth. European markets should also continue to perform well
in anticipation of interest rate reductions and corporate restructuring.
Finally, we believe that following the volatility in emerging markets during the
late stages of 1994 and into 1995, investors will find renewed interest in these
markets as a means of pursuing above-average growth opportunities. 

We appreciate your continued interest and support as fellow shareholders in the
SIT Mutual Fund Group. You will soon be receiving proxy material for our Annual
Meeting which is scheduled for Tuesday, October 24, 1995 in Minneapolis. We
welcome your attendance and look forward to meeting with you personally.

With best wishes,


Eugene C. Sit, CFA
Chairman and Chief Investment Officer



SIT MUTUAL FUND GROUP
JUNE 30, 1995 PERFORMANCE REVIEW - STOCK FUNDS

STOCK FUNDS REVIEW

Domestic equities soared to record highs during the twelve-month period ended
June 30, 1995 propelled by rising corporate profits and declining interest
rates. The broad market, as measured by the S&P 500 Index, gained +26.1% during
this period. Strong earnings coupled with volatility in the emerging markets
late in 1994 spurred a flight to larger company stocks which drove the DJIA to
advance +29.0%. Even stronger returns were recorded on the NASDAQ Composite,
which surged ahead +32.2%, largely on the momentum of technology-related shares.

Large company stocks gained +25.5% during this period according to the Russell
1000 Index, slightly ahead of the +20.1% provided by the Russell 2000 Index, a
broad indicator of smaller stock performance. Smaller stocks outperformed by
+2.7% during the month of June, however, as the dollar rebounded and investors
grew increasingly optimistic over an eventual capital gains tax reduction,
suggesting that the cycle favoring medium-to-smaller company issues remains
intact.

The cycle favoring growth stocks also turned markedly positive during this
period as investors began to discount expectations for more moderate economic
growth. At the large end of the capitalization spectrum, growth stock returns
exceeded value stock returns by +10.1%, but the growth/value differential was
even more dramatic for smaller company shares which outperformed by +11.2%.

International equity performance generally lagged that of the U.S. in U.S.
dollar terms, although regional strength was found in Finland and Switzerland.
European stocks advanced +18.8% as measured by the MSCI Europe Index, while the
Pacific Ex-Japan measure grew by +7.5%. Japanese and Mexican shares, however,
continued to languish under the weight of structural economic problems and
contracted considerably.

(TABLE)


<TABLE>
<CAPTION>
                                                            TOTAL RETURN - CALENDAR YEAR
                                                                        YTD
                     1985       1986       1987       1988       1989       1990    1991       1992       1993       1994       1995
<S>                  <C>        <C>        <C>        <C>        <C>        <C>     <C>        <C>        <C>        <C>        <C> 
SIT DEVELOPING
 MARKETS GROWTH FUND   --         --         --         --         --         --      --         --         --      -2.02%(1) -3.49%
  (NASDAQ Symbol:
   SDMGX)

SIT SMALL CAP
 GROWTH FUND           --         --         --         --         --         --      --         --         --      11.57(1)  21.53
  (NASDAQ Symbol:
   SSMGX)

SIT INTERNATIONAL
 GROWTH FUND           --         --         --         --         --         --    4.10%(2)   2.69%     48.37%     -2.99      5.58
  (NASDAQ Symbol:
   SNGRX)

SIT GROWTH FUND     43.65%     10.33%      5.50%      9.77%     35.15%     -2.04%  65.50      -2.14       8.55      -0.47     12.95
  (NASDAQ Symbol:
   NBNGX)

SIT GROWTH &
 INCOME FUND        23.48      21.83       5.32       5.33      32.02      -2.37   32.72       4.94       3.15       2.83     17.92
  (NASDAQ Symbol:
   SNIGX)

SIT BALANCED FUND      --         --         --         --         --         --      --         --         --      -0.33     14.09

International
  Emerging Markets
  Free Index(3)        --         --         --         --         --         --      --         --         --       2.80     -4.30
Russell 2000
  Index (3)            --         --         --         --         --         --      --         --         --       4.61     14.42
EAFE Index (4)         --         --         --         --         --         --    0.26      -12.17     32.56       7.78      2.60
NASDAQ OTC
 Composite Index    31.36       7.36      -5.26      15.41      19.26      -17.80  56.84      15.45      14.75      -3.20     24.14
S&P 500 Index       31.60      18.64       5.28      16.55      31.61      - 3.05  30.46       7.64      10.07       1.32     20.21

</TABLE>


<TABLE>
<CAPTION>
                                 QUARTERLY             Average Annual Total Returns for
                                  RETURN               the Periods Ended June 30, 1995
                                                                                                        
                                 3 MONTHS    1 YEAR  3 YEARS  5 YEARS   10 YEARS SINCE INCEPTION
INCEPTION
<S>                     <C>        <C>         <C>    <C>       <C>         <C>        <C>  
SIT DEVELOPING
  MARKETS GROWTH FUND   07/01/94   10.06%     -5.44%     --         --         --      -5.44%
SIT SMALL CAP
  GROWTH FUND           07/01/94   10.03      35.59      --         --         --      35.59
SIT INTERNATIONAL
  GROWTH FUND           11/01/91    9.25       7.86   14.93%        --         --      14.16
SIT GROWTH FUND         09/02/82    7.62      28.44   11.74      12.53%     14.40%     18.19
SIT GROWTH &
  INCOME FUND           09/02/82   10.23      26.33   11.21      10.32      12.75      14.22
SIT BALANCED FUND       12/31/93    7.75      19.16      --         --         --       8.98
International
  Emerging Markets
  Free Index (3)                    9.67      -1.63      --         --         --      -1.63
Russell 2000
  Index (3)                         9.37      19.70      --         --         --      19.70
EAFE Index (4)                      0.73       1.65   12.68         --         --       7.21
NASDAQ OTC
  Composite Index (5)              14.22      32.22   18.32      15.09      12.16      13.71
S&P 500 Index (5)                   9.55      26.07   13.25      12.10      14.66      16.51

</TABLE>

(1)  Period from inception (7/1/94) through 12/31/94.
(2)  Period from inception (11/1/91) through 12/31/91.
(3)  Figures assume an inception date of 7/1/94.
(4)  Figures assume an inception date of 11/1/91.
(5)  Figures assume an inception date of 9/2/82.

Please remember that past performance is not a guarantee of future results and
is only one of the factors to consider in choosing a fund. As with all
investments, the share price and return may vary and you may have a gain or loss
at the time of sale.


SIT DEVELOPING MARKETS GROWTH FUND REVIEW
JUNE 30, 1995

PHOTO            Andrew B. Kim, CFA
                 Senior Portfolio Manager

The SIT Developing Markets Growth Fund's investment return for the twelve months
ended June 30, 1995, was -5.4%, compared to the MSCI Emerging Markets Free Index
return of -1.6%. As shown in the attached chart, the Fund's underperformance
occurred during the initial start-up period. During the first quarter, the Fund
was not fully invested and as a result, the Fund lagged the Index significantly.
The Fund has, however, outperformed the Index during the remainder of the year.
The Fund is now fully invested.

Investments in Asia represented approximately 58% of the Fund's portfolio at
June 30, compared to 52% three months ago. Latin America and Europe represented
26% and 8% of the portfolio as of June 30, compared to 24% and 3% at the end of
the March quarter.

In the aftermath of the Mexican financial crisis, investment in the world's
emerging markets, especially in the Pacific Rim region, has not changed
materially. With global liquidity rebounding, we expect capital flows to
accelerate into emerging markets. The Federal Reserve's interest rate reduction
will have a salutary effect on equity valuations. The major investment risk now
appears to be an unexpectedly strong rebound in the U.S. economy in the second
half of 1995. This would reignite inflation pressure in emerging markets and
pre-empt the possibility of further interest rate reductions.

Our current investment strategy continues to emphasize the Asian markets where
valuations remain well below their early 1994 peaks. For diversification
purposes, we recently increased our allocation to Taiwan, Korea and India which
had declined substantially recently. These markets generally move independently
from the Southeast Asian and U.S. markets and have not yet participated in the
recent emerging market rebound. In Latin America, we will continue to focus on
Brazil and Peru as these countries continue to make progress in restructuring
their economies.

                       INVESTMENT OBJECTIVE AND STRATEGY

The objective of the Developing Markets Growth Fund is to maximize long-term
capital appreciation. The Fund pursues this objective by investing in equity
securities of companies deemed to be domiciled or otherwise operating in a
developing market.

Developing markets tend to be less economically developed regions of the world.
General characteristics also include a high demand for capital investment, a
high dependence on export markets for their major industries, a need to develop
basic economic infrastructures, rapid economic growth and lower degrees of
political stability. Investors should carefully consider the risks associated
with developing markets such as currency fluctuations, high volatility,
illiquidity and the possibility of political instability.


                               PORTFOLIO SUMMARY

    Net Asset Value           6/30/95:  $ 9.41 Per Share
                              7/ 1/94:  $10.00 Per Share

                     Total Net Assets:  $ 4.62 Million


                              PORTFOLIO STRUCTURE
                            (% of total net assets)
(BAR GRAPH)

    Asia                               57.6
    Latin America                      25.8
    Europe                              8.4
    Africa                              2.4
    Other Assets & Liabilities          5.8


                           CUMULATIVE TOTAL RETURNS*

              Developing  International
                Markets      Emerging                
                 Growth      Markets     Lipper Emerging
                  Fund      Free Index    Markets Index

3 Months          10.06%        9.67%        8.60%
1 Year            -5.44        -1.63        -1.61
Inception         -5.44        -1.63        -1.61
  (7/1/94)

       *  As of 6/30/95

Performance is historical and assumes reinvestment of all dividends and capital
gains. Share price and return will vary so that a gain or loss may be realized
when shares are sold. Total return should not be taken as a representation of
future performance. Management fees and administrative expenses are included in
the Fund's performance; however, fees and expenses are not incorporated in the
International Emerging Markets Free Index. The Lipper averages and indices are
obtained from Lipper Analytical Services, Inc., a large independent evaluator of
mutual funds.


                               GROWTH OF $10,000
(LINE GRAPH)
       SIT Developing Markets Growth Fund

       International Emerging Markets Free Index

The sum of $10,000 invested at inception (7/1/94) and held until 6/30/95 would
have declined to $9,456 in the Fund or $9,837 in the International Emerging
Markets Free Index assuming reinvestment of all dividends and capital gains.


                              10 LARGEST HOLDINGS

                         Tele 2000
                         Genting Berhad
                         Banco Latinoamericano
                         IJM Berhad Corp.
                         Advanced Info Services
                         Makro Brazil
                         President Enterprises
                         Enersis, A.D.R.
                         Hutchison Whampoa
                         Lojas Americanos

                         Total number of holdings:   44


SIT DEVELOPING MARKETS GROWTH FUND
PORTFOLIO OF INVESTMENTS - JUNE 30, 1995


COMMON AND PREFERRED STOCKS (92.4%)(2)
    CAPITAL GOODS (4.7%)
        37,000   IJM Berhad Corp. (Malaysia)   $147,211
        20,000   Leader Universal Cables
                   (Malaysia)                    71,370
                                                218,581
    CONSUMER DURABLES (3.6%)
         1,900   Autoliv AB (Sweden) (4)        101,502
        77,000   Multibras (Preferred) (Brazil)  63,602
                                                165,104
    CONSUMER NON-DURABLES (11.8%)
        13,000   Cerebos Pacific Ltd. (Singapore)76,279
        13,000   Nestle Berhad (Malaysia)        99,713
         3,000   Panamerican Beverages, Inc.
                   (Mexico)                      90,000
         8,000   President Enterprises, G.D.R.
                   (Taiwan) (3) (4)             130,000
         4,200   Quilmes Industrial (Argentina)  81,900
       172,000   Vitasoy International(Hong Kong)68,355
                                                546,247
    CONSUMER SERVICES (5.6%)
        16,000   Genting Berhad (Malaysia)      158,163
        18,500   PT Modern Photo (Indonesia)(5) 100,516
                                                258,679
    ENERGY (2.6%)
         5,000   Ban Pu Coal (Thailand)         118,290

    FINANCIAL (7.0%)
       BANKING (7.0%)
         4,500   Banco Latinoamericano (Panama) 149,063
         8,000   Bangkok Bank (Thailand)         88,151
         9,000   United Overseas Bank (Singapore)85,008
                                                322,222
    HEALTH CARE (3.8%)
       BIOTECHNOLOGY/PHARMACEUTICALS (3.8%)
         3,600   Ranbaxy Labs, G.D.R. (India)    90,000
        18,700   F.H. Faulding (Australia)       82,845
                                                172,845
    MULTI-INDUSTRY (9.4%)
        26,000   Hutchison Whampoa (Hong Kong)  125,674
         6,000   India Growth Fund (India)      110,250
       228,000   International UNP Holdings Ltd.
                   (Poland) (3) (4)              86,296
         9,800   Morgan Stanley Africa Investment
                   Fund (South Africa)          112,700
                                                434,920
    RAW MATERIALS (3.6%)
         6,600   Asia Pulp & Paper, G.D.S.
                   (Indonesia) (3)            $  83,325
         1,200   Concordia Paper, A.D.R.
                   (Hong Kong) (3)               16,950
         8,695   Hankuk Glass, G.D.R.
                   (Korea) (3) (4)               65,213
                                                165,488
    RETAIL (7.7%)
         3,246   Ceteco Holdings, A.D.S.
                   (Netherlands) (4)             98,581
     5,600,000   Lojas Americanos (Preferred)
                   (Brazil)                     124,606
        93,000   Makro Brazil (Brazil) (3)      133,246
                                                356,433
    SHELTER (6.1%)
        83,750   Ayala Land 'B' (Philippines)    96,736
        17,200   City Developments (Singapore)  105,230
         3,800   Land & House Company (Thailand) 80,049
                                                282,015
    TECHNOLOGY (6.7%)
       ELECTRONIC EQUIPMENT (2.6%)
        10,400   LG Electronics, G.D.R.
                   (Korea) (3) (4)              119,600
       TELECOMMUNICATIONS & EQUIPMENT (4.1%)
       147,702   Tele 2000 (Peru) (3)           189,681

    UTILITIES (19.8%)
       ELECTRIC POWER (9.1%)
         4,080   Cemig, A.D.R. (Brazil) (3) (4)  78,540
         4,300   Enersis, A.D.R. (Chile)        126,850
         4,200   Korea Electric Power, A.D.R.
                   (Korea) (3)                   95,025
        15,150   Manila Electric Company
                   (Philippines)                121,603
                                                422,018
       TELECOMMUNICATIONS (10.7%)
         9,000   Advanced Info Services 
                   (Thailand)                   133,441
         3,700   Hong Kong Telecommunications,
                   A.D.R. (Hong Kong)            73,537
        41,300   Pilipino Telephone Corp.
                   (Philippines) (3)             32,341
         1,000   SPT Telecom 
                   (Czech Republic) (3)         101,870
        48,050   Telefonos Del Peru - B (Peru)   81,988
       575,000   TELESP (Preferred) (Brazil)     71,143
                                                494,320
Total common and preferred stocks
    (cost:  $4,211,953)                      $4,266,443

CONVERTIBLE BONDS (1.8%)
        50,000   United Microelectronics, 1.25%,
                   6/8/04 (Taiwan)(cost:$87,100) 85,375

SHORT-TERM SECURITIES (3.9%)
       180,000   Ford Motor Credit Co., 5.92%,
                   7/3/95 (cost: $179,941)      179,941


Total investments in securities
    (cost:  $4,478,994) (7)                  $4,531,759

See accompanying notes to portfolios of investments on page 31.



SIT SMALL CAP GROWTH FUND REVIEW
  JUNE 30, 1995

PHOTO            Eugene C. Sit, CFA
                 Senior Portfolio Manager

The SIT Small Cap Growth Fund kicked off its inaugural year in fine fashion,
providing investors with a solid +35.6% return. The Fund's return exceeded the
+19.7% performance of the Russell 2000 Index, a broad-based measure of small cap
equity performance, and has outperformed this benchmark every quarter since its
inception. Although recent performance has been driven largely by technology
sector holdings, stocks in the financial, capital goods, and consumer
non-durables sectors have also contributed positively.

         As economic growth and corporate profits moderate through year-end and
into 1996, the relative attractiveness of companies generating high and
consistent levels of earnings growth remains solidly based. The Fund is well
positioned to capitalize on this belief with weighted average estimated earnings
gains of +33.8% in 1995 and +32.4% in 1996, more than triple the estimated
earnings gains for the broad equity market as measured by the S&P 500 Index.
Despite the superior earnings growth potential of the Fund's holdings, the
current valuation remains relatively attractive at 15.9 times estimated 1996
earnings. This valuation level represents a 10% premium to the broad stock
market for more than three times the earnings growth potential.


       At the end of its first year, the Fund is most heavily weighted in
technology holdings at 40.4% of net assets, which is partially the result of the
group's strong performance but also stems from the recent additions of Anadigics
(telecommunications equipment), Computer Network Technology (networking), and
Data Systems & Software (software services). The Fund's largest holdings are
primarily semiconductor-related issues such as Advanced Semiconductor,
Integrated Process Equipment and Tower Semiconductor, due to the tremendous and
growing demand for microprocessors. Aside from technology, the health care and
financial sectors also offer prospects for substantial earnings growth and
comprised 15.7% and 11.6% of net assets, respectively, at year-end.


                       INVESTMENT OBJECTIVE AND STRATEGY

The objective of the Small Cap Growth Fund is to maximize long-term capital
appreciation. The Fund pursues this objective by investing primarily in the
common stocks of small companies that have a capitalization of under $500
million at the time of purchase.

In addition, the Fund may purchase securities convertible into common stocks,
preferred stocks and warrants. The Fund may invest in securities not listed on a
national securities exchange but generally such securities will have an
established over-the-counter market.

                               PORTFOLIO SUMMARY

       Net Asset Value              6/30/95:              $13.49 Per Share
                                    7/ 1/94:              $10.00 Per Share

                           Total Net Assets:              $12.02 Million


                              PORTFOLIO STRUCTURE
                            (% of total net assets)

(BAR GRAPH)

                         Technology                     40.4
                         Financial                      11.6
                         Health Care                    15.7
                         Business Equipment & Services  10.2
                         Retail                          4.5
                         Capital Goods                   4.3
                         Energy                          3.0
                         Transportation                  2.9
                         Consumer Non-Durables           2.2
                         Consumer Services               1.6
                         Consumer Durables               1.6
                         Other Assets & Liabilities      2.0



                           CUMULATIVE TOTAL RETURNS*

                            Small Cap            Russell 2000       Lipper Small
                            Growth Fund            Index             Co. Growth

             3 Months         10.03%                9.37%              9.55%
             1 Year           35.59                 19.70              26.07
             Inception        35.59                 19.70              26.07
               (7/1/94)

             *  As of 6/30/95

Performance is historical and assumes reinvestment of all dividends and capital
gains. Share price and return will vary so that a gain or loss may be realized
when shares are sold. Total return should not be taken as a representation of
future performance. Management fees and administrative expenses are included in
the Fund's performance; however, fees and expenses are not incorporated in the
Russell 2000 Index. The Lipper averages and indices are obtained from Lipper
Analytical Services, Inc., a large independent evaluator of mutual funds.


                               GROWTH OF $10,000
(LINE GRAPH)

                              SIT Small Cap Growth Fund
                              Russell 2000 Index

             The sum of $10,000 invested at inception (7/1/94) and held until
6/30/95 would have grown to $13,559 in the Fund or $11,970 in the Russell 2000
Index assuming reinvestment of all dividends and capital gains.


                              10 LARGEST HOLDINGS

                              Advanced Semiconductor Material Intl. N.V.
                              Integrated Process Equip. Corp.
                              Sierra Health Services, Inc.
                              CMAC Investment Corp.
                              Electronics for Imaging, Inc.
                              BISYS Group, Inc.
                              Tower Semiconductor Ltd.
                              National Data Corp.
                              ABC Rail Products Corp.
                              Clinicom, Inc.

                              Total number of holdings:  46



SIT SMALL CAP GROWTH FUND
PORTFOLIO OF INVESTMENTS - JUNE 30, 1995

COMMON STOCKS (98.0%) (2)
    BUSINESS EQUIPMENT & SERVICES (10.2%)
        16,500   BISYS Group, Inc. (The) (3) $  367,125
        20,000   Information Resources, Inc. (3)285,000
        15,000   National Data Corp.            345,000
        14,000   Transaction Network Services,
                   Inc. (3)                     224,000
                                              1,221,125
    CAPITAL GOODS (4.3%)
        12,500   BW/IP, Inc.                    231,250
        12,500   Molten Metal 
                   Technology, Inc.(3)          290,625
                                                521,875
    CONSUMER DURABLES (1.6%)
         7,500   Titan Wheel International, Inc.193,125

    CONSUMER NON-DURABLES (2.2%)
        10,500   BMC Industries, Inc.           263,813

    CONSUMER SERVICES (1.6%)
         6,500   Heritage Media Corp. (3)       187,687

    ENERGY (3.0%)
        10,000   Global Industries Limited (3)  222,500
        10,000   HS Resources, Inc. (3)         140,000
                                                362,500
    FINANCIAL (11.6%)
       BANKING (0.8%)
         5,000   Long Island Bancorp, Inc.       95,000
       FINANCIAL SERVICES (2.1%)
        15,000   Olympic Financial Ltd. (3)     250,312
       INSURANCE (8.7%)
         8,000   Allied Group, Inc.             228,000
         9,500   E.W. Blanch Holdings, Inc.     176,938
         9,300   CMAC Investment Corp.          403,387
        10,000   PXRE Corp.                     235,000
                                              1,043,325
    HEALTH CARE (15.7%)
       BIOTECHNOLOGY/ PHARMACEUTICALS (1.8%)
        11,800   Dura Pharmaceuticals, Inc. (3) 221,988
       MEDICAL EQUIPMENT/ SUPPLIES (2.3%)
        52,000   Innerdyne, Inc. (3)            149,500
        15,000   Resound Corp. (3)              121,875
                                                271,375
       MEDICAL FACILITIES MANAGEMENT (11.6%)
        18,000   Clinicom, Inc. (3)             297,000
        12,000   GMIS, Inc. (3)                 273,750
         9,000   Living Centers of 
                   America, Inc.(3)             244,125
        17,000   Sierra Health Services, Inc.(3)416,500
         9,000   Summit Care Corp. (3)      $   164,250
                                              1,395,625
    RETAIL (4.5%)
        14,000   Apple South, Inc.              273,000
        20,000   Sports & Recreation, Inc. (3)  262,500
                                                535,500
    TECHNOLOGY (40.4%)
       COMPUTER RELATED (6.9%)
        22,500   Computer Network Technology
                   Corp. (3)                    230,625
         7,500   Electronics For 
                   Imaging, Inc.(3)             391,875
         7,500   Madge N.V. (3)                 210,000
                                                832,500
       COMPUTER SOFTWARE/ SERVICES (9.2%)
        11,500   Aspen Technology, Inc. (3)     293,250
         6,500   Business Objects, S. A.,
                   A.D.R. (3)                   214,500
        18,000   Data Systems & 
                   Software, Inc.(3)            186,750
         1,000   Discreet Logic, Inc. (3)        33,000
         6,000   Hyperion Software Corp. (3)    271,500
         2,000   PeopleSoft, Inc. (3)           108,500
                                              1,107,500
       SEMICONDUCTORS & RELATED (15.3%)
        29,500   Advanced Semiconductor
                  Material International N.V.(3)759,625
         6,000   Cognex Corp. (3)               241,500
        14,000   Integrated Process Equipment
                   Corp. (3)                    494,375
        12,000   Tower Semiconductor Ltd. (3)   348,000
                                              1,843,500
       TELECOMMUNICATIONS & EQUIPMENT (9.0%)
        10,000   Anadigics Inc. (3)             195,000
         6,000   Aspect Telecommunications
                   Corp. (3)                    268,500
         9,500   Centennial Cellular Corp. (3)  159,125
        25,000   Intelcom Group Inc. (3)        223,438
         8,500   Summa Four, Inc. (3)           240,125
                                              1,086,188
    TRANSPORTATION (2.9%)
        15,000   ABC Rail Products Corp. (3)    345,000

Total common stocks
    (cost: $9,698,813)                       11,777,938


SHORT-TERM SECURITIES (4.3%)
                 American Express Credit Corp.:
       194,000     5.85%, 7/3/95                193,937
       150,000     6.00%, 7/6/95          $     149,875
       170,000   Ford Motor Credit Corp., 5.92%,
                    7/5/95                      169,888
Total short-term securities
    (cost: $513,700)                            513,700

Total investments in securities
    (cost: $10,212,513) (7)                 $12,291,638


See accompanying notes to portfolios of investments on page 31.



SIT INTERNATIONAL GROWTH FUND REVIEW
JUNE 30, 1995

PHOTO        Andrew B. Kim, CFA
             Senior Portfolio Manager

      The SIT International Growth Fund's investment return for the fiscal year
ended June 30, 1995, was +7.86%, substantially ahead of the EAFE index's return
of +1.65%. The Fund's structural underweighting in Japan was a key to its strong
performance. During the year ended June 30, 1995, the Japanese market declined
- -18% in U.S. dollar terms.

      Recently, major international equity markets have recovered strongly in
response to the stabilizing global interest rate cycle. One prominent exception
was Japan, due to concerns over the banking crisis and a possible double-dip
recession. We are focusing on those Japanese companies with visible earnings
growth and those that are beneficiaries of trade expansion with other Asian
economies. The Fund's Japanese weighting will continue to be around 23-25% of
the portfolio, well below the 40.9% of the EAFE Index.

      At year-end, the Fund's allocation to non-Japan Asian markets remained
relatively unchanged at 30%. The large currency appreciation against the U.S.
dollar resulted in a slowdown in Asian export industries and has reduced
inflationary pressures. Valuations remain well below their early 1994 peak, and
we will continue to allocate approximately 30% of the Fund's assets to the
non-Japan Asian region.

      During the past quarter we increased the Fund's European allocation from
36% to 39%. Europe had the best regional performance in the quarter, as well as
year-to-date. We believe European markets will continue to perform strongly due
to declining interest rates, corporate restructuring, and increasing trade with
emerging markets around the world.

      Latin America will benefit from liquidity migration as the U.S. equity
market's upsurge begins to slow. Our Latin American holdings will continue to
focus on the growth opportunities in Brazil and Peru.

                       INVESTMENT OBJECTIVE AND STRATEGY

The objective of the International Growth Fund is to achieve long-term growth of
capital by investing in equity securities of issuers domiciled outside the
United States. The Fund's investment objective reflects the belief that
long-term investment planning should include the investment opportunities that
exist outside the U.S.

The Fund selects its investments based on the characteristics of the particular
markets and economies of the countries in which it invests. Emphasis is placed
on identifying securities of companies believed to be undervalued in the
marketplace in relation to factors such as the company's revenues, earnings,
assets and long-term competitive position which over time will enhance the
equity value of the company.

                               PORTFOLIO SUMMARY
      Net Asset Value              6/30/95:         $15.71 Per Share
                                   6/30/94:         $14.87 Per Share

                          Total Net Assets:         $68.12 Million


                              PORTFOLIO STRUCTURE
                            ( % OF TOTAL NET ASSETS)
(BAR GRAPH)

      Pacific Basin                                 29.6      [ 9.8]
      Japan                                         22.6      [40.9]
      Other Europe                                  22.3      [19.1]
      France, Germany & UK                          16.3      [30.2]
      Latin America                                  2.9      [ 0.0]
      Other Assets & Liabilities                     6.3
                                                              [MORGAN STANLEY 
                                                               CAPITAL EAFE 
                                                               INDEX WEIGHTINGS]



<TABLE>
<CAPTION>
                                    AVERAGE ANNUAL TOTAL RETURNS *                       CUMULATIVE TOTAL RETURNS *
                                           Morgan Stanley                                       Morgan Stanley
                          International    Capital Int'l        Lipper         International    Capital Int'l             Lipper
                            Growth Fund      EAFE Index        Int'l Fund       Growth Fund       EAFE Index            Int'l Fund

<S>                           <C>               <C>              <C>               <C>               <C>                    <C>  
      3 Months                9.25%             0.73%            5.09%             9.25%             0.73%                  5.09%
        (unannualized)
      1 Year                  7.86              1.65             1.78              7.86              1.65                   1.78
      3 Years                14.93             12.68             9.75             51.82             43.06                  32.19
      Inception              14.16              7.21             8.88             62.45             29.07                  36.62
      (11/1/91)
        * As of 6/30/95
</TABLE>

Performance is historical and assumes reinvestment of all dividends and capital
gains. Share price and return will vary so that a gain or loss may be realized
when shares are sold. Total return should not be taken as a representation of
future performance. Management fees and administrative expenses are included in
the Fund's performance; however, fees and expenses are not incorporated in the
Morgan Stanley Capital International EAFE (Europe, Australia, Far East) Index.
The Lipper averages and indices are obtained from Lipper Analytical Services,
Inc., a large independent evaluator of mutual funds.


                               GROWTH OF $10,000
(LINE GRAPH)

    SIT INTERNATIONAL GROWTH FUND
    MORGAN STANLEY EAFE INDEX

The sum of $10,000 invested at inception (11/1/91) and held until 6/30/95 would
have grown to $16,245 in the Fund or $12,907 in the Morgan Stanley EAFE Index
assuming reinvestment of all dividends and capital gains.


                              10 LARGEST HOLDINGS

                              Autoliv AB
                              Aegon N.F., A.D.R.
                              Nokia Preferred
                              Genting Berhad
                              Hutchison Whampoa
                              Wolters Kluwer
                              United Overseas Bank
                              Telecom Corp. New Zealand, A.D.R.
                              Reuters Holdings, p.l.c., A.D.S.
                              Bangkok Bank

                                      Total number of holdings:  63



SIT INTERNATIONAL GROWTH FUND
PORTFOLIO OF INVESTMENTS - JUNE 30, 1995

COMMON AND PREFERRED STOCKS (92.2%)(2)
    BUSINESS EQUIPMENT & SERVICE (3.8%)
        14,900   Canon Inc., A.D.R. (Japan)  $1,218,075
        27,800   Reuters Holdings p.l.c., A.D.S.
                   (United Kingdom)           1,393,475
                                              2,611,550
    CAPITAL GOODS (9.2%)
        44,000   IHC Caland (Netherlands)     1,248,625
       270,000   IJM Berhad Corp. (Malaysia)  1,074,245
       315,000   Leader Universal Cables
                   (Malaysia)                 1,124,081
        16,000   Mabuchi Motor (Japan)        1,100,589
        27,000   Murata Manufacturing Co., Ltd.
                   (Japan)                    1,020,848
        33,000   Raito Kogyo (Japan)            699,647
                                              6,268,035
    CONSUMER DURABLES (4.3%)
        35,200   Autoliv AB (Sweden) (4)      1,880,465
        47,300   Rinnai Corp. (Japan)         1,047,397
                                              2,927,862
    CONSUMER NON-DURABLES (5.0%)
        22,500   Panamerican Beverages, Inc.
                   (Mexico)                     675,000
        64,333   President Enterprises, G.D.R.
                   (Taiwan) (3) (4)           1,045,411
       236,725   PT Indofood Sukses Makmur
                   (Indonesia) (5)            1,020,458
     1,660,000   Vitasoy International 
                   (Hong Kong)                  659,709
                                              3,400,578
    CONSUMER SERVICES (10.2%)
       152,500   Genting Berhad (Malaysia)    1,507,491
       190,000   News Corp. Ltd. Preferred
                   (Australia)                  938,705
       120,000   PT Modern Photo (Indonesia)(5) 651,998
       230,000   Rentokil (United Kingdom)      987,949
        17,000   Secom Co. (Japan)            1,067,256
       386,000   Shaw Brothers (Hong Kong)      361,680
        16,044   Wolters Kluwer (Netherlands) 1,414,515
                                              6,929,594
    FINANCIAL (6.7%)
       BANKING (4.1%)
       125,000   Bangkok Bank (Thailand)      1,377,354
       148,500   United Overseas Bank
                   (Singapore)                1,402,637
                                              2,779,991
       INSURANCE (2.6%)
        51,065   Aegon N.V., A.D.R. 
                   (Netherlands)             $1,780,892

    HEALTH CARE (8.7%)
       BIOTECHNOLOGY/ PHARMACEUTICALS (8.7%)
        44,200   Astra "B" Free (Sweden)      1,329,350
         2,500   Gehe, A.G. (Germany)         1,146,936
           625   Gehe, A.G. New Shares
                   (Germany)                    275,897
        60,000   Banyu Pharmaceuticals (Japan)  706,007
           186   Roche Holdings, A.G.
                   (Switzerland)              1,197,901
        46,200   Santen Pharmaceutical (Japan)1,229,823
                                              5,885,914
    MULTI-INDUSTRY (3.5%)
       296,000   Hutchison Whampoa(Hong Kong) 1,430,745
        93,000   India Fund (India)             479,370
     1,245,113   International UNP Holdings Ltd.
                   (Poland) (3) (4)             471,264
                                              2,381,379
    RAW MATERIALS (0.7%)
        35,600   Concordia Paper, A.D.R.
                   (Hong Kong)                  502,850
    RETAIL (9.9%)
         8,300   Autobacs Seven (Japan)         806,537
         1,900   Carrefour (France)             974,006
        40,064   Ceteco Holdings, A.D.S.
                   (Netherlands) (4)          1,216,744
         1,000   Hornbach Preferred, A.G.
                   (Germany)                  1,343,812
         6,000   Ito Yokado, A.D.R. (Japan)   1,272,000
        16,000   Seven Eleven Japan (Japan)   1,143,934
                                              6,757,033
    TECHNOLOGY (12.7%)
       COMPUTER SOFTWARE/ SERVICES (1.9%)
         1,050   SAP Preferred (Germany)      1,321,867
       ELECTRONIC EQUIPMENT (1.5%)
        15,500   Samsung Electronics, G.D.R.
                   (Korea) (4)                  813,750
         4,155   Samsung Electronics, G.D.R.
                   Bonus Shares (Korea) (4)     207,231
                                              1,020,981
       TELECOMMUNICATIONS & EQUIPMENT (9.3%)
         7,000   Kyocera Corp. (Japan)          575,501
         6,400   Kyocera Corp., A.D.R.(Japan) 1,046,400
        94,000   Kyowa Exeo (Japan)          $  863,604
        44,000   L.M. Ericsson Telephone Co.,
                   A.D.R. (Sweden)              880,000
        40,000   Matsushita Kotobuki (Japan)    782,097
        26,800   Nokia Preferred (Finland)    1,566,330
       477,498   Tele 2000 (Peru) (3)           613,210
                                              6,327,142
    UTILITIES (17.5%)
       ELECTRIC POWER (9.6%)
        15,184   Cemig, A.D.R. (Brazil) (3) (4) 292,292
        25,300   Empresa Nacional De Electricidad,
                   A.D.R. (Spain)             1,246,025
       162,000   Manila Electric Company
                   (Philippines)              1,300,313
       105,000   Northern Electric
                   (United Kingdom)           1,326,333
       151,089   Powergen p.l.c. 
                   (United Kingdom)           1,162,177
         3,000   Veba A.G. (Germany)          1,178,003
                                              6,505,143
       TELECOMMUNICATIONS (7.9%)
        55,000   Advanced Info Services 
                   (Thailand)                   815,474
        51,200   Hong Kong Telecommunications,
                   A.D.R. (Hong Kong)         1,017,600
           100   Nippon Telephone & Telegraph
                   (Japan)                      836,278
        23,100   Telecom Corp. New Zealand,
                   A.D.R. (New Zealand)       1,400,438
       350,000   Telecom Italia (Italy)         948,228
       222,600   Telefonos Del Peru - B (Peru)  379,822
                                              5,397,840

Total common and preferred stocks
    (cost:  $46,156,000)                     62,798,651

CONVERTIBLE BONDS (1.5%)
       590,000   United Microelectronics, 1.25%,
                   6/8/04 (Taiwan) 
                   (cost:$995,469)            1,007,425

SHORT-TERM SECURITIES (4.9%)
    COMMERCIAL PAPER
                 American Express Credit Co.:
       430,000     5.85%, 7/3/95                429,860
       325,000     6.00%, 7/6/95                324,729
                 Ford Motor Credit Corp.:
       400,000     6.00%, 7/7/95                399,600
       700,000     5.92%, 7/5/95          $     699,538
       375,000   Household Finance Corp., 5.95%,
                   7/3/95                       374,876
       300,000   Pitney Bowes Credit Corp., 5.98%,
                   7/10/95                      299,551
                 Texaco, Inc.:
       500,000     5.95%, 7/6/95                499,587
       325,000     5.95%, 7/7/95                324,678

Total short-term securities
    (cost:  $3,352,419)                       3,352,419

Total investments in securities
    (cost:  $50,503,888) (7)                $67,158,495


See accompanying notes to portfolios of investments on page 31.



SIT GROWTH FUND REVIEW
JUNE 30, 1995

PHOTO        Eugene C. Sit, CFA, Senior Portfolio Manager
             Erik S. Anderson, CFA, Portfolio Manager

The SIT Growth Fund provided a strong +28.4% return for the 12-month period
ended June 30, 1995, outpacing the S&P 500 Index's +26.1% performance. The
Fund's annual return exceeded those of virtually all mid-cap market indices, but
lagged the NASDAQ Composite Index, which benefited from strong gains by several
larger cap technology stocks. Momentum continues to build in favor of growth
stock investing, and the Fund is participating well in the rally of
smaller-to-medium capitalization issues that began earlier this year.

         At a time when estimates for overall corporate earnings are
decelerating, weighted average earnings growth rates for the Fund's investments
are actually increasing. Current estimates indicate that the companies in the
Fund's portfolio are expected to grow earnings at substantial rates of +30.7% in
1995 and +28.2% in 1996, easily exceeding the +16.4% and +4.8% earnings gains
anticipated for the market as a whole as measured by the S&P 500 Index. Despite
the Fund's superior earnings growth potential, its earnings multiple of 19.7
times 1996 estimates represents an acceptable 36% premium to the market's
valuation and is well within the bounds of historical growth stock valuation.

         Consistent with our expectations for moderate economic growth,
portfolio structure has shifted increasingly toward companies in the technology
and business equipment/services sectors that demonstrate significant unit and
earnings growth characteristics. Technology holdings increased to 31.0% due
partly to market appreciation as well as the addition of networking stocks such
as 3Com and Madge, software companies such as Informix and Peoplesoft, and
semiconductor-related issues, Analog Devices and KLA Instruments. Since the
beginning of the year, portfolio weightings were increased in the business
equipment & services and financial sectors. The health care and capital goods
sectors decreased.

                       INVESTMENT OBJECTIVE AND STRATEGY

The objective of the Growth Fund is to maximize long-term capital appreciation.
The Fund pursues this objective by investing primarily in the common stocks of
small and medium-size emerging growth companies before they become well
recognized.

The Fund may invest in larger companies which offer improved growth
possibilities because of rejuvenated management, changes in product or some
other development that might stimulate earnings growth.


                               PORTFOLIO SUMMARY
             Net Asset Value           6/30/95:          $13.00 Per Share
                                       6/30/94:          $11.08 Per Share

                              Total Net Assets:         $327.88 Million


                              PORTFOLIO STRUCTURE
                            (% of total net assets)


(BAR GRAPH)

       Technology                              31.0
       Health Care                             17.4
       Financial                               15.7
       Business Equipment & Services           14.8
       Energy                                   4.9
       Retail                                   4.1
       Consumer Services                        3.0
       Transportation                           2.8
       Capital Goods                            2.3
       Consumer Durables                        2.1
       Raw Materials                            1.2
       Other Assets & Liabilities               0.7


<TABLE>
<CAPTION>
                              AVERAGE ANNUAL TOTAL RETURNS*                               CUMULATIVE TOTAL RETURNS*
                      Growth          NASDAQ OTC               S&P                Growth           NASDAQ OTC        S&P
                       Fund        Composite Index          500 Index              Fund         Composite Index    500 Index

<C>                    <C>             <C>                      <C>                 <C>               <C>             <C>  
3 Months                7.62%          14.22%                   9.55%               7.62%             14.22%          9.55%
   (unannualized)
1 Year                 28.44           32.22                   26.07               28.44              32.22          26.07
5 Years                12.53           15.09                   12.10               80.47             101.92          77.01
10 Years               14.40           12.16                   14.66              284.06             215.14         292.81
Inception              18.19           13.71                   16.51              753.92             420.03         610.73
  (9/2/82)
</TABLE>

*  As of 6/30/95

Performance is historical and assumes reinvestment of all dividends and capital
gains. Share price and return will vary so that a gain or loss may be realized
when shares are sold. Total return should not be taken as a representation of
future performance. Management fees and administrative expenses are included in
the Fund's performance; however, fees and expenses are not incorporated in the
NASDAQ OTC Composite Index nor the S&P 500 Index.


                               GROWTH OF $10,000
(LINE GRAPH)
       SIT Growth Fund
       NASDAQ OTC Composite Index

The sum of $10,000 invested at inception (9/2/82) and held until 6/30/95 would
have grown to $85,392 in the Fund or $52,003 in the NASDAQ OTC Composite Index
assuming reinvestment of all dividends and capital gains.

                              10 LARGEST HOLDINGS

                      3Com Corp.
                      Parametric Technology, Inc.
                      Paychex, Inc.
                      Xilinx, Inc.
                      TCF Financial Corp.
                      MGIC Investment Corp.
                      HBO & Co.
                      Analog Devices, Inc.
                      Ceridian Corp.
                      Federated Dept. Stores, Inc.

                      Total number of holdings:  62



SIT GROWTH FUND
PORTFOLIO OF INVESTMENTS - JUNE 30, 1995

COMMON AND PREFERRED STOCKS (99.3%) (2)
    BUSINESS EQUIPMENT & SERVICE (14.8%)
        30,500   Broderbund 
                   Software, Inc.(3)        $ 1,944,375
       225,600   Ceridian Corp. (3)           8,319,000
       178,600   Danka Business Systems, Inc.,
                   A.D.R.                     4,319,887
        88,000   First Financial 
                   Management Corp.           7,524,000
       146,500   Fiserv, Inc. (3)             4,120,313
       204,000   Office Depot, Inc. (3)       5,737,500
       288,750   Paychex, Inc.               10,467,187
       174,000   Sensormatic Electronics Corp.6,177,000
                                             48,609,262
    CAPITAL GOODS (2.3%)
       115,300   American Power Conversion
                   Corp. (3)                  2,637,488
       110,500   Varity Corp. (3)             4,862,000
                                              7,499,488
    CONSUMER DURABLES (2.1%)
       285,500   Harley-Davidson, Inc.        6,959,063

    CONSUMER SERVICES (3.0%)
       100,000   Loewen Group, Inc.           3,562,500
       186,600   Stewart Enterprises, Inc.    6,251,100
                                              9,813,600
    ENERGY (4.9%)
       160,600   Devon Energy Corp.           3,452,900
       301,000   HS Resources, Inc. (3)       4,214,000
       173,900   Parker & Parsley 
                   Petroleum Co.              3,412,787
       106,500   Triton Energy Corp. (3)      4,938,937
                                             16,018,624
    FINANCIAL (15.7%)
       BANKING (4.0%)
        81,500   Mercantile 
                   Bancorporation, Inc.       3,657,313
       197,000   TCF Financial Corp.          9,357,500
                                             13,014,813
       FINANCIAL SERVICES (4.8%)
        85,400   Green Tree Financial Corp.   3,789,625
       367,600   Mercury Finance Co.          7,076,300
       129,900   T. Rowe Price & Associates   5,001,150
                                             15,867,075
       INSURANCE (6.9%)
       118,000   Equitable of Iowa Co.        3,879,250
       201,500   Mercury General Corp.        6,926,562
       189,500   MGIC Investment Corp.        8,882,813
        60,500   Unitrin, Inc.                2,873,750
                                             22,562,375
    HEALTH CARE (17.4%)
       BIOTECHNOLOGY/PHARMACEUTICALS (8.4%)
       113,000   Biogen, Inc. (3)             5,028,500
        51,500   Chiron Corp. (3)           $ 3,347,500
        93,100   Elan Corp., p.l.c., A.D.R.(3)3,793,825
       102,700   Forest Laboratories, Inc. (3)4,557,312
        81,500   Medtronic, Inc.              6,285,688
       110,500   R. P. Scherer Corp. (3)      4,668,625
                                             27,681,450
       MEDICAL FACILITIES MANAGEMENT (9.0%)
       209,000   Coventry Corp. (3)           2,952,125
       156,400   HBO & Co.                    8,523,800
       415,000   HEALTHSOUTH Rehabilitation
                   Corp. (3)                  7,210,625
       150,500   Integrated Health 
                   Services, Inc.             4,515,000
       132,500   Oxford Health Plans, Inc.(3) 6,260,625
                                             29,462,175
    RAW MATERIALS (1.2%)
        76,000   IMC Global, Inc.             4,113,500

    RETAIL (4.1%)
       318,500   Federated Department Stores,
                   Inc. (3)                   8,201,375
        59,500   Kohls Corp (3)               2,714,688
       180,650   Sports & Recreation, Inc.(3) 2,371,031
                                             13,287,094
    TECHNOLOGY (31.0%)
       COMPUTER RELATED (6.7%)
       170,900   3Com Corp. (3)              11,450,300
        69,500   Electronics For 
                   Imaging, Inc. (3)          3,631,375
       242,000   Madge N.V. (3)               6,776,000
                                             21,857,675
       COMPUTER SOFTWARE/SERVICES (9.9%)
        56,500   Adobe Systems, Inc.          3,277,000
        37,500   Hyperion Software, Inc. (3)  1,696,875
       187,000   Informix Corp. (3)           4,745,125
        37,500   Intuit, Inc. (3)             2,850,000
       225,500   Parametric 
                   Technology, Inc.(3)       11,218,625
       108,500   Peoplesoft, Inc. (3)         5,886,125
        89,500   Sybase, Inc. (3)             2,629,063
                                             32,302,813
       SEMICONDUCTORS & RELATED (8.8%)
       246,500   Analog Devices, Inc. (3)     8,381,000
       160,100   Integrated Device Technology,
                   Inc. (3)                   7,404,625
        40,000   KLA Instruments Corp. (3)    3,090,000
       108,000   Xilinx, Inc. (3)            10,152,000
                                             29,027,625
       TELECOMMUNICATIONS & EQUIPMENT (5.6%)
       124,000   Cellular Communications, Inc.
                   (common stock) (3)         5,642,000
        39,500   Cellular Communications, Inc.
                   (cv preferred stock) (3)   1,797,250
       171,000   DSC Communications Corp.(3)  7,951,500
        39,750   Glenayre Technologies, 
                   Inc.(3)                    2,027,250
        29,500   Paging Network, Inc. (3)     1,010,375
                                             18,428,375
    TRANSPORTATION (2.8%)
       184,500   TNT Freightways Corp.        3,666,938
       116,500   XTRA Corp.                   5,388,125
                                              9,055,063

Total common & preferred stocks
    (cost:  $250,014,920)                   325,560,070

SHORT-TERM SECURITIES (3.2%)
                 Ford Motor Credit Co.:
       2,400,000   5.92%, 7/3/95              2,399,211
       850,000     5.93%, 7/3/95                849,720
       861,000     5.94%, 7/3/95                860,716
       500,000   SIT Money Market Fund,
                   5.53% (6)                    500,000
       6,020,000 The Travelers Insurance Co.,
                   5.93%, 7/3/95              6,018,020

Total short-term securities
    (cost:  $10,627,667)                     10,627,667

Total investments in securities
    (cost:  $260,642,587) (7)              $336,187,737


See accompanying notes to portfolios of investments on page 31.



SIT GROWTH & INCOME FUND REVIEW
JUNE 30, 1995

PHOTO        Peter L. Mitchelson, CFA, Senior Portfolio Manager
             Ronald D. Sit, CFA, Portfolio Manager

      For the fiscal year ended June 30, 1995, the SIT Growth & Income Fund's
total return was +26.3% as compared to +26.1% for the S&P 500 Index and +19.2%
for the Lipper Growth & Income Index. The Fund's 12-month return ranked 4th out
of 53 funds in its Lipper style and size grouping.

      The domestic stock market's strong performance over the past year has
surprised some observers. The fact remains, however, that average price-earnings
ratios are not excessive, and dynamic growth companies, which are the focus of
the Growth & Income Fund's investments, remain attractive on a valuation basis,
particularly in relation to prior peaks. Accordingly, the Fund remains
essentially fully invested with approximately 4% of assets in cash reserve
instruments as of June 30, 1995.

      The two largest weighting changes in industry groups during the latest
quarter occurred in health care and technology. The former declined about four
percentage points with the sales of Biogen, Columbia/HCA Healthcare and
Integrated Health Services, while the latter increased nearly six percentage
points, partly due to strong price gains among technology holdings generally.
During the quarter, both Compaq Computer and Sybase were sold, while Applied
Materials and SAP, a German client/server software leader, were acquired. Two
other new purchases for the Fund in the quarter were Marriott International, the
hotel and food service management company, and Coca Cola.

      Given evidence of the economy's slowing, the relative attraction of
companies with strong and predictable earnings growth rates has improved. These
trends appear likely to continue and the Growth & Income Fund has been
positioned accordingly. The Fund's assets over the past 12 months have grown
from $34.6 million to $45.2 million and shareholders' confidence and
participation are greatly appreciated.

                       INVESTMENT OBJECTIVE AND STRATEGY

The objective of the Growth & Income Fund is to achieve long-term capital
appreciation and, secondarily, current income. The Fund invests in common
stocks, preferred stocks, convertible stocks and bonds, corporate bonds,
debentures and government securities.

Currently, the fund invests exclusively in common and preferred stocks and
securities convertible into common stock. In making common stock investments,
effort is directed toward the selection of "blue-chip" common stocks that pay
dividends, particularly those with which have provided stable and growing
dividend rates on an historical basis.

                               PORTFOLIO SUMMARY
    Net Asset Value           6/30/95:          $28.38 Per Share
                              6/30/94:          $23.89 Per Share

                     Total Net Assets:          $45.21 Million

                       Total Dividend:           $1.50
               Long-Term Capital Gain:           $1.41
                      Ordinary Income:           $0.09

                              PORTFOLIO STRUCTURE
                            (% of total net assets)
(BAR GRAPH)

    Technology                                  27.9
    Health Care                                 16.5
    Financial                                   12.3
    Consumer  Non-Durables                      10.5
    Business Equipment  & Services               8.9
    Energy                                       4.8
    Capital Goods                                3.7
    Retail                                       3.0
    Consumer Services                            2.9
    Raw Materials                                2.3
    Utilities                                    1.5
    Multi-Industry                               1.0
    Shelter                                      1.0
    Other Assets & Liabilities                   3.7


<TABLE>
<CAPTION>
                                      AVERAGE ANNUAL TOTAL RETURNS*                         CUMULATIVE TOTAL RETURNS*
                             Growth &         Lipper Growth       S&P            Growth &        Lipper Growth          S&P
                            Income Fund      & Income Index    500 Index        Income Fund      & Income Index      500 Index
<S>                           <C>                <C>              <C>              <C>                <C>              <C>  
    3 Months                  10.23%             8.21%            9.55%            10.23%             8.21%            9.55%
       (unannualized) 
    1 Year                    26.33             19.16            26.07             26.33             19.16            26.07
    5 Years                   10.32             11.57            12.10             63.41             72.86            77.01
    10 Years                  12.75             13.17            14.66            232.01            244.71           292.81
    Inception                 14.22             15.07            16.51            451.02            505.54           610.73
      (9/2/82)
</TABLE>

    * As of 6/30/95

     Performance is historical and assumes reinvestment of all dividends and
capital gains. Share price and return will vary so that a gain or loss may be
realized when shares are sold. Total return should not be taken as a
representation of future performance. Management fees and administrative
expenses are included in the Fund's performance; however, fees and expenses are
not incorporated in the S&P 500 Index. The Lipper Index figures are obtained
from Lipper Analytical Services, Inc., a large independent evaluator of mutual
funds.

     On 6/6/93, the Fund's investment objective changed to allow for a portfolio
of 100% stocks. Prior to that time, the portfolio was required to contain no
more than 80% stocks.

                               GROWTH OF $10,000
(LINE GRAPH)
    SIT Growth & Income Fund
    Lipper Growth & Income Fund Index
    S&P 500 Index

The sum of $10,000 invested at inception (9/2/82) and held until 6/30/95 would
have grown to $55,102 in the Fund, $60,554 in the Lipper Growth & Income Fund
Index or $71,073 in the S&P 500 Index assuming reinvestment of all dividends and
capital gains.

                              10 LARGEST HOLDINGS

                      Intel Corp.
                      Motorola, Inc.
                      Cisco Systems, Inc.
                      Pfizer, Inc.
                      Citicorp
                      Home Depot, Inc. (The)
                      Amgen, Inc.
                      Oracle Systems Corp.
                      LSI Logic Corp.
                      Federal Home Loan Mortgage Corp.

                      Total number of holdings:   60



SIT GROWTH & INCOME FUND
PORTFOLIO OF INVESTMENTS - JUNE 30, 1995

COMMON STOCKS (96.3%) (2)
    BUSINESS EQUIPMENT & SERVICES (8.9%)
        22,000   Ceridian Corp. (3)         $   811,250
        14,000   First Data Corp.               796,250
        11,000   First Financial Management 
                   Corp.                        940,500
        17,500   Office Depot Inc. (3)          492,188
        14,250   Paychex, Inc.                  516,562
        13,000   Sensormatic Electronics Corp.  461,500
                                              4,018,250
    CAPITAL GOODS (3.7%)
         5,000   Alco Standard Corp.            399,375
        17,000   Owens-Corning Fiberglas
                   Corp. (3)                    626,875
        15,000   Varity Corp. (3)               660,000
                                              1,686,250
    CONSUMER NON-DURABLES (10.5%)
        10,000   Coca Cola Co.                  637,500
        14,000   Crown Cork & Seal Co., Inc.(3) 701,750
        21,000   Gillette Co. (The)             937,125
        13,000   Philip Morris Cos., Inc.       966,875
        13,000   Proctor & Gamble Co.           934,375
        19,000   UST, Inc.                      565,250
                                              4,742,875
    CONSUMER SERVICES (2.9%)
        19,250   CUC International, Inc. (3)    808,500
        14,000   Marriot International, Inc.    502,250
                                              1,310,750
    ENERGY (4.8%)
        23,000   McDermott International, Inc.  554,875
         9,000   Schlumberger Ltd.              559,125
        19,000   Union Texas Petroleum
                   Holdings, Inc.               401,375
        24,000   Unocal Corp.                   663,000
                                              2,178,375
    FINANCIAL (12.3%)
       BANKING (4.3%)
        22,500   Citicorp                     1,302,187
        23,000   Norwest Corp.                  661,250
                                              1,963,437
       FINANCIAL SERVICES (2.2%)
        14,500   Federal Home Loan Mortgage
                   Corp.                        996,875
       INSURANCE (5.8%)
         8,000   American International 
                   Group, Inc.                  912,000
        17,000   EXEL Ltd.                      884,000
        13,000   Mercury General Corp.          446,875
         9,500   Progressive Corp.              364,563
                                              2,607,438
    HEALTH CARE (16.5%)
       BIOTECHNOLOGY/ PHARMACEUTICALS (8.8%)
        15,000   Amgen, Inc. (3)             $1,206,562
        13,000   Forest Laboratories, Inc. (3)  576,875
        10,500   Medtronic, Inc.                809,812
        15,000   Pfizer, Inc.                 1,385,625
                                              3,978,874
       MEDICAL EQUIPMENT/ SUPPLIES (3.1%)
        13,000   Johnson & Johnson              879,125
        13,000   Stryker Corp.                  498,875
                                              1,378,000
       MEDICAL FACILITIES MANAGEMENT (4.6%)
        24,500   HEALTHSOUTH Rehabilitation
                   Corp. (3)                    425,687
        29,500   Humana, Inc. (3)               519,937
        26,000   Mid Atlantic Medical Services
                   Corp. (3)                    481,000
        16,000   United HealthCare Corp.        662,000
                                              2,088,624
    MULTI-INDUSTRY (1.0%)
        12,500   General Instruments Corp. (3)  479,687

    RAW MATERIALS (2.3%)
         8,500   Monsanto Co.                   766,063
         4,500   Potash Corp. Saskatchewan, Inc.251,438
                                              1,017,501
    RETAIL (3.0%)
         2,500   Federated Department Stores,
                   Inc. (3)                      64,375
        32,000   Home Depot, Inc. (The)       1,300,000
                                              1,364,375
    SHELTER (1.0%)
         5,000   Georgia Pacific Corp.          433,750

    TECHNOLOGY (27.9%)
       AEROSPACE/ DEFENSE (1.0%)
         7,500   Boeing Company                 469,688
       COMPUTER RELATED (4.3%)
        29,000   Cisco Systems, Inc. (3)      1,466,313
        12,000   Silicon Graphics, Inc. (3)     478,500
                                              1,944,813
       COMPUTER SOFTWARE/ SERVICES (7.4%)
         7,500   Computer Associates
                   International, Inc.          508,125
        10,500   Microsoft Corp. (3)            948,937
        28,000   Oracle Systems Corp. (3)     1,081,500
        10,000   Parametric Technology Corp. (3)497,500
         7,000   SAP A.D.S. (3) (4)             294,413
                                              3,330,475
       SEMICONDUCTORS & RELATED (6.7%)
         4,000   Applied Materials, Inc. (3)$   346,500
        26,000   Intel Corp.                  1,646,125
        27,000   LSI Logic Corp. (3)          1,056,375
                                              3,049,000
       TELECOMMUNICATIONS & EQUIPMENT (8.5%)
        33,500   Airtouch Communications,
                   Inc. (3)                     954,750
        21,000   DSC Communications Corp. (3)   976,500
        18,000   Ericsson, (L. M.) Telephone Co.,
                   A.D.R.                       360,000
        23,000   Motorola, Inc.               1,543,875
                                              3,835,125
    UTILITIES (1.5%)
        19,000   Enron Corp.                    667,375

Total common stocks
    (cost: $33,082,317)                      43,541,537

SHORT-TERM SECURITIES (4.1%)
                 American Express Credit Co:
       500,000     5.85%, 7/3/95                499,838
       360,000     6.00%, 7/6/95                359,700
                 Ford Motor Credit Co.:
       400,000     5.92%, 7/3/95                399,868
       300,000     5.92%, 7/5/95                299,803
       300,000     6.00%, 7/6/95                299,750

Total short-term securities
    (cost: $1,858,959)                        1,858,959

Total investments in securities
    (cost: $34,941,276) (7)                 $45,400,496


See accompanying notes to portfolios of investments on page 31.



SIT BALANCED FUND REVIEW
JUNE 30, 1995

PHOTO        Peter L. Mitchelson, CFA, Senior Portfolio Manager
             Douglas S. Rogers, CFA Portfolio Manager

    The SIT Balanced Fund began operations on December 31, 1993 with the
specific objective of providing a relatively conservative investment vehicle
employing both stocks and bonds. The equities in the Fund are managed using a
growth-oriented philosophy common to all of the SIT equity funds, and the fixed
income holdings are managed to maximize total return.

    For the fiscal year ended June 30, 1995, the Fund's total return was +19.2%.
The Fund's 12-month return ranked 4th out of 41 funds in its Lipper style and
size grouping.

    As of June 30, 1995, the asset allocation of the Fund was 59% in equities
and 41% in fixed-income securities (bonds and cash reserves). The figure for
stocks is near the upper end of the Fund's normal 40% to 60% equity operating
range as we have believed the outlook for growth stocks has been quite
attractive. This remains our view.

    The dominant characteristic of the equities held in the portfolio is high
earnings growth. The average projected 1995 earnings growth rate for the
companies held is +26.1% and the comparable figure for 1996 is +22.3% Both of
these growth rates are significantly higher than those expected for the broad
stock market, which augurs well for the continuation of the resurgence of growth
stocks that began in the last half of 1994.

    In the fixed-income portion of the Fund, we continue to emphasize
asset-backed and collateralized mortgage obligations with collateral that
displays relatively stable prepayment characteristics. The Fund's fixed-income
holdings currently have an effective maturity of approximately six years, which
is similar to the investment grade bond universe.

                       INVESTMENT OBJECTIVE AND STRATEGY

The Balanced Fund's dual objectives are to seek long-term growth of capital
consistent with the preservation of principal and to provide regular income. It
pursues its objectives by investing in a diversified portfolio of stocks, bonds
and short-term instruments. The Fund may emphasize either equity securities,
fixed-income securities, or short-term instruments or hold equal amounts of
each, dependent upon the Adviser's analysis of market, financial and economic
conditions.

The Fund's permissible investment allocation is: 40-60% in equity securities,
40-60% in fixed-income securities, and up to 20% in short-term fixed-income
instruments. At all times at least 25% of the assets will be invested in
fixed-income senior securities.

                               PORTFOLIO SUMMARY
             Net Asset Value           6/30/95:           $10.99 Per Share
                                       6/30/94:           $ 9.48 Per Share

                              Total Net Assets:           $ 2.44 Million

                                Total Dividend:           $ 0.27


                              PORTFOLIO STRUCTURE
                            (% of total net assets)

(PIE CHART)
                      Stocks:                            59.3%
                      Fixed Income (Bonds & Cash):       40.7%


<TABLE>
<CAPTION>
                              AVERAGE ANNUAL TOTAL RETURNS*                          CUMULATIVE TOTAL RETURNS*
                    Balanced     Lehman Aggregate          S&P             Balanced     Lehman Aggregate       S&P
                      Fund          Bond Index          500 Index            Fund          Bond Index       500 Index

<S>                   <C>              <C>                  <C>              <C>              <C>              <C>  
    3 Months          7.75%            6.09%                9.55%            7.75%            6.09%            9.55%
   (unannualized)
    1 Year           19.16            12.55                26.07            19.16            12.55            26.07
    Inception         8.98             5.41                14.09            13.72             8.19            21.80
      (12/31/93)
</TABLE>
    
* As of 6/30/95

Performance is historical and assumes reinvestment of all dividends and capital
gains. Share price and return will vary so that a gain or loss may be realized
when shares are sold. Total return should not be taken as a representation of
future performance. Management fees and administrative expenses are included in
the Fund's performance; however, fees and expenses are not incorporated in the
Lehman Aggregate Bond Index nor the S&P 500 Index.

                               GROWTH OF $10,000
(LINE GRAPH)
             SIT BALANCED FUND
             LEHMAN AGGREGATE BOND INDEX
             S&P 500 INDEX

The sum of $10,000 invested at inception (12/31/93) and held until 6/30/95 would
have grown to $11,372 in the Fund, $10,819 in the Lehman Aggregate Bond Index or
$12,180 in the S&P 500 Index assuming reinvestment of all dividends and capital
gains.

                                  TOP HOLDINGS
Stocks:
                      Cisco Systems, Inc.
                      Citicorp
                      Intel Corp.
                      Home Depot, Inc. (The)
                      Pfizer, Inc.

Bonds:
                      U.S. Treasury Note, 7.125%, 2/15/23
                      GNMA 9.25%, 9/15/01
                      U.S. Treasury Note, 7.75%, 2/15/01
                      GNMA 9.00%, 6/15/11
                      FNMA 6.65%, 12/25/23

                      Total number of holdings:    78



SIT BALANCED FUND
PORTFOLIO OF INVESTMENTS - JUNE 30, 1995

COMMON STOCKS (59.3%) (2)
    BUSINESS EQUIPMENT & SERVICES (5.6%)
           800   Ceridian Corp. (3)             $29,500
           400   First Data Corp.                22,750
           500   First Financial Management Corp.42,750
           600   Office Depot, Inc. (3)          16,875
           400   Paychex, Inc.                   14,500
           300   Sensormatic Electronics Corp.   10,650
                                                137,025
    CAPITAL GOODS (1.6%)
           600   Owens-Corning Fiberglas Corp.(3)22,125
           400   Varity Corp. (3)                17,600
                                                 39,725
    CONSUMER NON-DURABLES (6.2%)
           400   Coca Cola Co.                   25,500
           400   Crown Cork & Seal Co., Inc. (3) 20,050
           800   Gillette Co. (The)              35,700
           400   Philip Morris Cos., Inc.        29,750
           400   Proctor & Gamble Co.            28,750
           400   UST, Inc.                       11,900
                                                151,650
    CONSUMER SERVICES (1.8%)
           700   CUC International, Inc. (3)     29,400
           400   Marriot International, Inc.     14,350
                                                 43,750
    ENERGY (3.5%)
           800   McDermott International, Inc.   19,300
           500   Schlumberger Ltd.               31,062
           600   Union Texas Petroleum Holdings,
                   Inc.                          12,675
           800   Unocal Corp.                    22,100
                                                 85,137
    FINANCIAL (8.5%)
       BANKING (3.1%)
           900   Citicorp                        52,088
           800   Norwest Corp.                   23,000
                                                 75,088
       FINANCIAL SERVICES (1.4%)
           500   Federal Home Loan Mortgage Corp.34,375
       INSURANCE (4.0%)
           300   American International Group, 
                   Inc.                          34,200
           600   EXEL Ltd.                       31,200
           500   Mercury General Corp.           17,188
           400   Progressive Corp.               15,350
                                                 97,938
    HEALTH CARE (9.3%)
       BIOTECHNOLOGY/ PHARMACEUTICALS (4.8%)
           500   Amgen, Inc. (3)                 40,219
           400   Medtronic, Inc.                 30,850
           500   Pfizer, Inc.                 $  46,188
                                                117,257
       MEDICAL EQUIPMENT/ SUPPLIES (2.0%)
           400   Johnson & Johnson               27,050
           600   Stryker Corp.                   23,025
                                                 50,075
       MEDICAL FACILITIES MANAGEMENT (2.5%)
           700   HEALTHSOUTH Rehabilitation
                   Corp. (3)                     12,163
           800   Humana, Inc. (3)                14,100
           700   Mid Atlantic Medical Services,
                   Inc. (3)                      12,950
           500   United HealthCare Corp.         20,687
                                                 59,900
    RAW MATERIALS (1.1%)
           300   Monsanto Co.                    27,038

    RETAIL (2.6%)
           600   Federated Department Stores,
                   Inc. (3)                      15,450
         1,200   Home Depot, Inc. (The)          48,750
                                                 64,200
    SHELTER (0.7%)
           200   Georgia Pacific Corp.           17,350

    TECHNOLOGY (17.4%)
       AEROSPACE/ DEFENSE (0.5%)
           200   Boeing Company                  12,525
       COMPUTER RELATED (3.1%)
         1,200   Cisco Systems, Inc. (3)         60,675
           400   Silicon Graphics, Inc. (3)      15,950
                                                 76,625
       COMPUTER SOFTWARE/ SERVICES (4.8%)
           200   Computer Associates International,
                   Inc.                          13,550
           500   Microsoft Corp. (3)             45,187
         1,100   Oracle Systems Corp. (3)        42,487
           300   Parametric Technology Corp. (3) 14,925
                                                116,149
       SEMICONDUCTORS & RELATED (4.1%)
           200   Applied Materials, Inc. (3)     17,325
           800   Intel Corp.                     50,650
           800   LSI Logic Corp. (3)             31,300
                                                 99,275
       TELECOMMUNICATIONS EQUIPMENT (4.9%)
         1,100   Airtouch Communications, 
                   Inc. (3)                      31,350
           700   DSC Communications Corp. (3)    32,550
           800   Ericsson, (L. M.) Telephone Co.,
                   A.D.R.                        16,000
           600   Motorola, Inc.             $    40,275
                                                120,175
    UTILITIES (1.0%)
           700   Enron Corp.                     24,587

Total common stocks
    (cost: $1,210,153)                        1,449,844

BONDS (37.3%)
    U.S. TREASURY (10.9%)
                 U.S. Treasury Notes/Bonds:
       150,000     7.125%, 2/15/23              158,059
        25,000     8.875%, 11/15/97              26,629
        75,000     7.75%, 2/15/01                81,052
                                                265,740
    ASSET-BACKED SECURITIES (2.0%)
        25,000   American Housing Trust Corp.,
                   8.25%, 6/25/20                26,187
        25,000   Green Tree Financial Corp.,
                   Series 1993-3, 6.40%, 
                     10/15/18                    22,719
                                                 48,906
    CORPORATE BONDS & NOTES (3.5%)
        25,000   Corestates Capital Corp.,
                   9.625%, 2/15/01               28,625
        25,000   Green Tree Financial Corp.,
                   10.25%, 6/1/02                29,312
        25,000   Texas Instruments Inc.,
                   9.00%, 3/15/01                28,031
                                                 85,968
    MORTGAGE PASS-THROUGH SECURITIES (20.9%)
       FEDERAL NATIONAL MORTGAGE ASSOCIATION (2.0%)
        50,000   1994-38 Pac, 6.65%, 12/25/23    48,422
       GOVERNMENT NATIONAL MORTGAGE
           ASSOCIATION (11.9%)
        63,697   9.00%, 6/15/11                  66,601
        96,885   9.25%, 9/15/01                 102,083
        30,252   9.75%, 2/1/01                   31,765
         1,139   11.25%, 12/15/95                 1,238
        33,617   11.25%, 10/15/00                36,580
        34,096   11.25%, 10/15/11                36,681
        15,141   11.75%, 3/15/00                 16,568
                                                291,516
       COLLATERALIZED MORTGAGE OBLIGATIONS (7.0%)
        25,000   FHLMC CMO,
                   1617, 6.25%, 3/15/23    $     23,405
                 Vendee Mortgage Trust:
        25,000     1992-1 2B, 7.75%, 9/15/10     25,508
        25,000     1993-2 2C, 6.25%, 3/15/10     24,324
        25,000     1993-1 3D, 5.75%, 6/15/13     23,440
        25,000     1992-1 2D, 7.75%, 12/15/14    25,706
        25,000     1992-2 2D, 7.00%, 9/15/15     24,835
        24,000     1994-3 2D, 7.75%, 5/15/18     24,837
                                                172,055
Total bonds
    (cost: $878,053)                            912,607

Total investments in securities
    (cost: $2,088,206) (7)                   $2,362,451

See accompanying notes to portfolios of investments on page 31.



SIT MUTUAL FUND GROUP
NOTES TO PORTFOLIOS OF INVESTMENTS

(1)  Securities are valued by procedures described in note 1 to the financial
     statements.

(2)  Percentage figures indicate percentage of total net assets.

(3)  Presently non-income producing securities.

(4)  Common stock sold within terms of a private placement memorandum, exempt
     from registration under section 144A of the Securities Act of 1933, as
     amended, and sold only to dealers in that program or other "accredited
     investors". This security has been determined liquid under the guidelines
     established by the Board of Directors.

(5)  These securities have been identified by the investment adviser as illiquid
     securities. The aggregate value of these securities at June 30, 1995 is
     $100,516 and $1,672,456 in Developing Markets Growth Fund and International
     Growth Fund, respectively, which represents 2.2% and 2.5% of the Fund's net
     assets, respectively. The following table summarizes the purchase date and
     cost basis of these securities:

                                                                       Purchase
<TABLE>
<CAPTION>
       Fund                                   Security                   Date       Shares      Cost Basis
<S>                                         <C>                         <C>         <C>         <C>      
       Developing Markets Growth Fund       PT Modern Photo             4/3/95       18,500     $  77,176
       International Growth Fund            PT Modern Photo             3/17/93      20,000        56,074
       International Growth Fund            PT Modern Photo             4/8/93       25,000        70,522
       International Growth Fund            PT Modern Photo             4/29/93      75,000       205,092
       International Growth Fund            PT Indofood Sukses Makmur   2/9/95      236,725       850,000
</TABLE>

(6)  This security represents an investment in an affiliated party and comprises
     .2% of the Growth Fund's net assets. See note 3 to the accompanying
     financial statements.

(7)  At June 30, 1995, the cost of securities for federal income tax purposes
     and the aggregate gross unrealized appreciation and depreciation based on
     that cost were as follows:

<TABLE>
<CAPTION>
                                                                 DEVELOPING            SMALL
                                                                 MARKETS               CAP                   INTERNATIONAL
                                                                 GROWTH                GROWTH                GROWTH
                                                                 FUND                  FUND                  FUND

<S>                                                              <C>                   <C>                   <C>        
Cost for federal income tax purposes                           $  4,478,994            $10,226,259           $50,799,965

Unrealized appreciation (depreciation) on investments:
             Gross unrealized appreciation                     $    340,091            $ 2,374,345           $18,071,876
             Gross unrealized depreciation                         (287,326)              (308,966)           (1,713,346)

Net unrealized appreciation                                    $     52,765            $ 2,065,379           $16,358,530

                                                                                       GROWTH &
                                                                 GROWTH                INCOME                BALANCED
                                                                 FUND                  FUND                  FUND

Cost for federal income tax purposes                           $260,666,422            $34,941,276           $ 2,088,206

Unrealized appreciation (depreciation) on investments:
             Gross unrealized appreciation                     $ 80,415,294            $10,756,852           $   288,944
             Gross unrealized depreciation                       (4,893,979)              (297,632)              (14,699)

Net unrealized appreciation                                    $ 75,521,315            $10,459,220           $   274,245

</TABLE>



<TABLE>
<CAPTION>
SIT MUTUAL FUND GROUP
STATEMENTS OF ASSETS AND LIABILITIES - JUNE 30, 1995

                                 DEVELOPING            SMALL
                                   MARKETS              CAP         INTERNATIONAL                       GROWTH &
                                   GROWTH              GROWTH           GROWTH          GROWTH           INCOME           BALANCED
                                    FUND                FUND             FUND            FUND             FUND              FUND
<S>                            <C>              <C>              <C>              <C>              <C>              <C>            
ASSETS
Investments in securities, at
   identified cost ..........  $     4,478,994  $    10,212,513  $    50,503,888  $   260,642,587  $    34,941,276  $     2,088,206

Investments in securities, at
   market value - see
   accompanying schedule for
   detail ...................  $     4,531,759  $    12,291,638  $    67,158,495  $   336,187,737  $    45,400,496  $     2,362,451
Cash in bank on demand
   deposit ..................          102,357            7,556              854           25,650            5,049           65,945
Dividends and accrued interest
   receivable ...............            7,293            1,147          192,693           62,773           26,375           12,858
Receivable for investment
   securities sold ..........               --               --          846,689          227,826           22,138            4,922
Receivable for Fund shares
   sold .....................            2,438            4,938           21,150          122,522           29,074              187

          Total assets ......        4,643,847       12,305,279       68,219,881      336,626,508       45,483,132        2,446,363


LIABILITIES
Payable for investment securities
   purchased ................           17,100          274,501               --        2,132,766          235,928               --
Payable for Fund shares
   redeemed .................              810            1,350           11,937        6,430,915               --               --
Accrued investment management
   and advisory services fee             7,504           14,165           82,998          161,892           33,431            1,979
Other accrued expenses ......               --               --               --           22,280            2,926               --

          Total liabilities .           25,414          290,016           94,935        8,747,853          272,285            1,979

Net assets applicable to
   outstanding capital stock   $     4,618,433  $    12,015,263  $    68,124,946  $   327,878,655  $    45,210,847  $     2,444,384

Capital stock
   Par ......................  $         0.001  $         0.001  $         0.001  $         0.001  $         0.001  $         0.001

   Authorized shares ........   10,000,000,000   10,000,000,000   10,000,000,000   10,000,000,000   10,000,000,000   10,000,000,000
   Outstanding shares .......          490,891          890,423        4,335,844       25,219,013        1,592,872          222,350

Net asset value per share of
   outstanding capital stock   $          9.41  $         13.49  $         15.71  $         13.00  $         28.38  $         10.99

</TABLE>

See accompanying notes to financial statements on pages 36-45.


<TABLE>
<CAPTION>
SIT MUTUAL FUND GROUP
STATEMENTS OF OPERATIONS - YEAR ENDED JUNE 30, 1995

                                           DEVELOPING     SMALL
                                             MARKETS       CAP      INTERNATIONAL                 GROWTH &
                                             GROWTH       GROWTH        GROWTH       GROWTH        INCOME        BALANCED
                                              FUND         FUND          FUND         FUND          FUND           FUND
<S>                                      <C>           <C>           <C>           <C>          <C>           <C>        
INVESTMENT INCOME:
   INCOME:
     Dividends * ......................  $    34,525   $    14,725   $ 1,122,473   $ 1,484,484  $   441,720   $     9,619
     Interest .........................       36,159        51,769       263,770     1,116,090       97,457        58,438
        Total income ..................       70,684        66,494     1,386,243     2,600,574      539,177        68,057

   EXPENSES (NOTE 3):
     Investment management and
        advisory services fee .........       69,616        83,184     1,209,349     1,862,769      359,972        17,120
     Custodian, transfer agent
        and accounting services fees ..           --            --            --       469,093       69,168            --
     Auditing and legal fees ..........           --            --            --        23,016       18,545            --
     Printing costs ...................           --            --            --        53,277        7,143            --
     Postage ..........................           --            --            --        65,374        9,226            --
     Registration fees ................           --            --            --        45,892       24,269            --
     Directors' fees and expenses .....           --            --            --         7,455        7,455            --
     Other ............................           --            --            --        23,093       16,489            --
        Total expenses ................       69,616        83,184     1,209,349     2,549,969      512,267        17,120
        Less fees and expenses absorbed
           by investment adviser ......           --            --      (228,795)           --     (132,305)           --

        Total net expenses ............       69,616        83,184       980,554     2,549,969      379,962        17,120

        Net investment income (loss) ..        1,068       (16,690)      405,689        50,605      159,215        50,937

REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS :
     Net realized gain (loss) (note 2)      (346,290)       79,816     1,189,544    25,409,872    1,917,168       (48,392)
     Net change in unrealized
        appreciation ..................       52,765     2,079,125     3,216,287    52,036,551    7,081,827       327,093
     Realized loss on foreign
        currency transactions .........         (749)           --       (17,082)           --           --            --
     Unrealized gain (loss) on foreign
        currency transactions .........          (13)           --         3,632            --           --            --

     Net gain (loss) on investments ...     (294,287)    2,158,941     4,392,381    77,446,423    8,998,995       278,701

Net increase (decrease) in net assets
   resulting from operations ..........  ($  293,219)  $ 2,142,251   $ 4,798,070   $77,497,028  $ 9,158,210   $   329,638

</TABLE>

* Dividends are net of foreign withholding tax of $3,687 and $84,422 in the
Developing Markets Growth Fund and International Growth Fund, respectively.

                  See accompanying notes to financial statements on pages 36-45.




[START]



<TABLE>
<CAPTION>
SIT MUTUAL FUND GROUP
STATEMENTS OF CHANGES IN NET ASSETS

                                                            DEVELOPING        SMALL
                                                             MARKETS           CAP
                                                              GROWTH          GROWTH             INTERNATIONAL
                                                               FUND            FUND               GROWTH FUND

                                                            YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED
                                                              JUNE 30,        JUNE 30,        JUNE 30,        JUNE 30,
                                                                1995            1995            1995            1994
<S>                                                        <C>             <C>             <C>             <C>          
OPERATIONS:
   Net investment income (loss) ........................   $      1,068    ($    16,690)   $    405,689    ($    89,543)
   Net realized gain (loss) on investments .............       (346,290)         79,816       1,189,544       1,746,352
   Net realized loss on foreign currency transactions ..           (749)             --         (17,082)        (77,414)
   Net change in unrealized appreciation
    (depreciation) of investments ......................         52,765       2,079,125       3,216,287       8,684,981
   Net change in unrealized appreciation (depreciation)
    of foreign currency transactions ...................            (13)             --           3,632         (89,915)

    Net increase (decrease) in net assets resulting from
      operations .......................................       (293,219)      2,142,251       4,798,070      10,174,461
DISTRIBUTIONS TO SHAREHOLDERS FROM:
   Net investment income ...............................             --              --        (171,445)       (372,990)
   Net realized gains on investments ...................        (17,476)        (17,840)     (1,158,084)       (217,198)

    Total distributions ................................        (17,476)        (17,840)     (1,329,529)       (590,188)
CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold ...........................      6,135,667      10,375,386      18,209,502      39,382,567
   Reinvested distributions ............................         17,122          17,806       1,271,854         552,934
   Payments for shares redeemed ........................     (1,223,761)       (502,440)    (18,523,460)    (20,369,824)

    Increase (decrease) in net assets from
      capital share transactions .......................      4,929,028       9,890,752         957,896      19,565,677

      Total increase (decrease) in net assets ..........      4,618,333      12,015,163       4,426,437      29,149,950
NET ASSETS
   Beginning of period .................................            100             100      63,698,509      34,548,559
   End of period .......................................   $  4,618,433    $ 12,015,263    $ 68,124,946    $ 63,698,509
NET ASSETS CONSIST OF:
   Capital (par value and paid-in surplus) .............   $  4,929,021    $  9,890,852    $ 50,924,732    $ 49,966,836
   Undistributed (distributions in excess of) net
    investment income ..................................            426              --         387,263         170,101
   Accumulated net realized gain (loss) from
    security transactions and foreign
    currency transactions ..............................       (363,766)         45,286         153,384         121,924
   Unrealized appreciation (depreciation) on investments         52,765       2,079,125      16,654,607
                                                                                                             13,438,320
   Unrealized appreciation (depreciation) on foreign
    currency transactions ..............................            (13)             --           4,960           1,328

                                                           $  4,618,433    $ 12,015,263    $ 68,124,946    $ 63,698,509
CAPITAL TRANSACTIONS IN SHARES:
   Sold ................................................        606,755         931,351       1,195,496       2,735,026
   Reinvested distributions ............................          1,723           1,696          86,580          36,694
   Redeemed ............................................       (117,597)        (42,634)     (1,229,768)     (1,370,035)

Net increase (decrease) ................................        490,881         890,413          52,308       1,401,685

</TABLE>

*    Period from December 31, 1993 (commencement of operations) to June 30,
     1994. 


<TABLE>
<CAPTION>

[TABLE CONTINUED FROM ABOVE]


SIT MUTUAL FUND GROUP
STATEMENTS OF CHANGES IN NET ASSETS

                                                                       
                                                                     
                                                       GROWTH                          GROWTH &                   BALANCED
                                                        FUND                          INCOME FUND                   FUND  
                                                                                                                          PERIOD
                                              YEAR ENDED      YEAR ENDED       YEAR ENDED   YEAR ENDED      YEAR ENDED     ENDED
                                                JUNE 30,        JUNE 30,         JUNE 30,     JUNE 30,        JUNE 30,     JUNE 30,
                                                  1995            1994             1995         1994           1995        1994*
<S>                                         <C>             <C>             <C>            <C>            <C>           <C>        
OPERATIONS:
  Net investment income (loss) ...........  $      50,605   ($    271,390)  $    159,215   $    330,349   $    50,937   $    16,211
  Net realized gain (loss) on investments ..   25,409,872      23,619,521      1,917,168      2,983,086       (48,392)      (20,482)
  Net realized loss on foreign
    currency transactions ................             --              --             --             --            --            --
  Net change in unrealized appreciation
   (depreciation) of investments .........     52,036,551     (35,778,817)     7,081,827     (3,442,652)      327,093       (52,848)
  Net change in unrealized appreciation
    (depreciation) of foreign currency
    transactions .........................             --              --             --             --            --            --

   Net increase (decrease) in net assets
     resulting from operations ...........     77,497,028     (12,430,686)     9,158,210       (129,217)      329,638       (57,119)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income ..................             --        (477,159)      (131,512)      (342,530)      (42,750)       (7,700)
  Net realized gains on investments ......    (25,299,507)     (7,602,602)    (2,040,000)    (1,994,333)           --            --

   Total distributions ...................    (25,299,507)     (8,079,761)    (2,171,512)    (2,336,863)      (42,750)       (7,700)
CAPITAL SHARE TRANSACTIONS:
  Proceeds from shares sold ..............     56,655,364     103,838,219      7,686,224      3,824,633     1,160,193     1,370,332
  Reinvested distributions ...............     23,722,299       7,404,127      2,113,345      2,265,370        42,696         7,667
  Payments for shares redeemed ...........    (89,871,342)   (147,259,053)    (6,187,506)    (6,614,220)     (341,220)      (17,453)

   Increase (decrease) in net assets from
     capital share transactions ..........     (9,493,679)    (36,016,707)     3,612,063       (524,217)      861,669     1,360,546

     Total increase (decrease) in net assets   42,703,842     (56,527,154)    10,598,761     (2,990,297)    1,148,557     1,295,727
NET ASSETS
  Beginning of period ....................    285,174,813     341,701,967     34,612,086     37,602,383     1,295,827           100
  End of period ..........................  $ 327,878,655   $ 285,174,813   $ 45,210,847   $ 34,612,086   $ 2,444,384   $ 1,295,827
NET ASSETS CONSIST OF:
  Capital (par value and paid-in
    surplus) .............................  $ 230,456,780   $ 239,950,459   $ 33,374,058   $ 29,761,995   $ 2,222,315   $ 1,360,646
  Undistributed (distributions
    in excess of) net investment
    income ...............................         50,605              --         30,317          2,614        16,698         8,511
  Accumulated net realized gain
    (loss) from security transactions
    and foreign currency transactions ....     21,826,120      21,715,755      1,347,252      1,470,084       (68,874)      (20,482)
  Unrealized appreciation (depreciation)
    on investments .......................     75,545,150      23,508,599     10,459,220      3,377,393       274,245       (52,848)
  Unrealized appreciation
    (depreciation)on foreign
    currency transactions ................             --              --             --             --            --            --

                                            $ 327,878,655   $ 285,174,813   $ 45,210,847   $ 34,612,086   $ 2,444,384   $ 1,295,827
CAPITAL TRANSACTIONS IN SHARES:
  Sold ...................................      4,757,900       8,353,054        303,028        150,177       115,099       137,712
  Reinvested distributions ...............      2,160,501         596,698         89,220         91,390         4,375           795
  Redeemed ...............................     (7,435,697)    (11,912,207)      (248,087)      (260,977)      (33,817)       (1,824)

Net increase (decrease) ..................       (517,296)     (2,962,455)       144,161        (19,410)       85,657       136,683

</TABLE>


                  See accompanying notes to financial statements on pages 36-45.






NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The SIT Mutual Funds (the Funds) are 100% no-load funds, and are registered
     under the Investment Company Act of 1940 (as amended) as diversified,
     open-end management investment companies, or series thereof. The SIT
     Developing Markets Growth Fund, SIT Small Cap Growth Fund, SIT
     International Growth Fund and SIT Balanced Fund are series funds of SIT
     Mutual Funds, Inc.

     The Developing Markets Growth and Small Cap Growth Funds commenced
     operations on July 1, 1994. The only transactions for the Funds prior to
     this date was the sale of 10 shares for $100 in each of the funds to Sit
     Investment Associates, Inc. on March 31, 1994.

     Significant accounting policies followed by the Funds are summarized below:

     INVESTMENTS IN SECURITIES

     Investments in securities traded on national or international securities
     exchanges or on the NASDAQ National Market System are valued at the last
     quoted sales price prior to the time when assets are valued; securities
     traded in the over-the-counter market and listed securities for which no
     sale was reported on that date are valued at the last bid price; foreign
     securities that are purchased in the form of American Depository Receipts
     (ADRs) are valued in United States dollars at the latest quoted price on
     the national securities exchange on which the ADR is traded. When market
     quotations are not readily available, securities are valued at fair value
     based on procedures determined in good faith by the Board of Directors.
     Such fair values are determined using prices quoted by independent brokers
     or pricing services. Securities maturing more than 60 days from the
     valuation date are valued at the market price or approximate market value
     based on current interest rates; those securities with maturities of less
     than 60 days when acquired, or which subsequently are within 60 days of
     maturity, are valued at amortized cost, which approximates market value.

     Security transactions are accounted for on the date the securities are
     purchased or sold. Securities gains and losses are calculated on the
     identified-cost basis. Dividend income is recorded on the ex-dividend date
     or upon the receipt of ex-dividend notification in the case of certain
     foreign securities. Interest, including level-yield amortization of
     long-term bond premium and discount, is recorded on the accrual basis.

     FOREIGN CURRENCY TRANSLATIONS AND FORWARD FOREIGN CURRENCY CONTRACTS

     The market value of securities and other assets and liabilities denominated
     in foreign currencies for Developing Markets Growth Fund and International
     Growth Fund are translated daily into U.S. dollars at the closing rate of
     exchange. Purchases and sales of securities, income and expenses are
     translated at the exchange rate on the transaction date. Dividend and
     interest income includes currency exchange gains (losses) realized between
     the accrual and payment dates on such income. Exchange gains (losses) may
     also be realized between the trade and settlement dates on security and
     forward contract transactions. For securities denominated in foreign
     currencies, the effect of changes in foreign exchange rates on realized and
     unrealized gains or losses is reflected as a component of such gains or
     losses.

     The Developing Markets Growth and International Growth Funds may enter into
     forward foreign currency exchange contracts for operational purposes and to
     protect against adverse exchange rate fluctuation. The net U.S. dollar
     value of foreign currency underlying all contractual commitments held by
     the Funds and the resulting unrealized appreciation or depreciation are
     determined using foreign currency exchange rates from an independent
     pricing service. The Funds are subject to the credit risk that the other
     party will not complete the obligations of the contract.

     FEDERAL TAXES

     The Funds' policy is to comply with the requirements of the Internal
     Revenue Code applicable to regulated investment companies and to distribute
     all of its taxable income to shareholders. Therefore, no income tax
     provision is required. Also, in order to avoid the payment of any federal
     excise taxes, the Funds will distribute substantially all of their net
     investment income and net realized gains on a calendar year basis.

     Net investment income and net realized gains may differ for financial
     statement and tax purposes. The character of distributions made during the
     year for net investment income or net realized gains may also differ from
     its ultimate characterization for tax purposes. Also, due to the timing of
     dividend distributions, the fiscal year in which amounts are distributed
     may differ from the year that the income or realized gain (losses) were
     recorded by the Fund.

     Undistributed net investment income and accumulated net realized gains
     (losses) from the Statement of Changes in Net Assets have been increased
     (decreased) by current permanent book-to-tax differences resulting in
     reclassification of additional paid-in capital as follows:

                                        Developing Small 
                                          Markets   Cap  International 
                                          Growth   Growth    Growth 
                                           Fund     Fund      Fund

Undistributed net investment income         (642)   16,690   (17,082)
Accumulated net realized gains (losses)      749   (16,690)   17,082
Additional paid-in capital                  (107)       --        --

     For federal income tax purposes the Developing Markets Growth and the
     Balanced Funds have capital loss carryovers of $369,284 and $68,874,
     respectively at June 30, 1995 which, if not offset by subsequent capital
     gains, will expire in 2004 and 2003, respectively. It is unlikely that the
     Board of Directors will authorize a distribution of net realized gains
     until the available capital loss carryover is offset or expires.

     DISTRIBUTIONS

     Distributions to shareholders are recorded as of the close of business on
     the record date. Such distributions are payable in cash or reinvested in
     additional shares of the Funds' capital stock. Distributions from net
     investment income, if any, are declared and paid quarterly for Growth &
     Income and Balanced Funds and declared and paid annually for Developing
     Markets Growth, Small Cap Growth, International Growth, and Growth Funds.
     Distributions from net realized gains, if any, will be made annually for
     each of the Funds.

NOTE 2 - INVESTMENT SECURITY TRANSACTIONS

     Purchases of and proceeds from sales and maturities of investment
     securities, other than short-term securities, for the year ended June 30,
     1995, were as follow:

<TABLE>
<CAPTION>
                                                 Purchases        Proceeds
<S>                                             <C>            <C>         
               Developing Markets Growth Fund   $  6,204,892   $  1,559,401
               Small Cap Growth Fund              12,176,595      2,557,559
               International Growth Fund          27,461,681     24,583,505
               Growth Fund                       217,095,494    225,382,260
               Growth & Income Fund               26,596,998     24,356,300
               Balanced Fund                       1,816,491        785,234
</TABLE>


NOTE 3 - EXPENSES

     INVESTMENT ADVISER

     The Funds each have entered into an investment management agreement with
     Sit Investment Associates, Inc. (SIA), under which SIA manages the Fund's
     assets and provides research, statistical and advisory services, and pays
     related office rental, executive expenses and executive salaries. The fee
     for investment management and advisory services is based on the average
     daily net assets of the Funds at the annual rate of:

<TABLE>
<CAPTION>
                                                 First          Next             Over
                                              $30 Million    $70 Million     $100 Million
<S>                                             <C>            <C>               <C>  
              Developing Markets Growth Fund    2.00%          2.00%             2.00%
              Small Cap Growth Fund             1.50%          1.50%             1.50%
              International Growth Fund         1.85%          1.85%             1.85%
              Growth Fund                       1.00%           .75%              .50%
              Growth & Income Fund              1.00%           .75%              .50%
              Balanced Fund                     1.00%          1.00%             1.00%
</TABLE>


     SIA is obligated to pay all of Developing Markets Growth, Small Cap Growth,
     International Growth and Balanced Funds' expenses (excluding extraordinary
     expenses, stock transfer taxes, interest, brokerage commissions and other
     transaction charges relating to investing activities).

     The Growth and Growth & Income Funds will bear certain other expenses
     including outside directors' fees, custodian and transfer agent fees,
     registration fees, printing and shareholder reports, legal, auditing and
     accounting services and other miscellaneous expenses. SIA is obligated to
     pay all expenses (excluding stock transfer taxes, interest, and brokerage
     commissions) in any fiscal year which exceed the following limitations:

                                     First            Over
                                  $30 Million      $30 Million
             Growth Fund             1.50%            1.00%
             Growth & Income Fund    1.50%            1.00%

     Under the agreements, SIA directly incurs and pays the above expenses
     relating to the Growth and Growth & Income Funds and the Funds in turn
     reimburse SIA to the extent of the lower of the actual expenses (including
     the investment management and advisory services fee) or the expense
     limitation.

     During the year ended June 30, 1995, for the International Growth and
     Growth & Income Funds, SIA voluntarily absorbed an additional $228,795 and
     $132,305, respectively, in expenses that were otherwise payable by the
     Funds.

     As of June 30, 1995, the Growth Fund had invested $500,000 in the SIT Money
     Market Fund. The terms of such transactions were identical to those of
     non-related entities except that, to avoid duplicate investment advisory
     fees, SIA remits to the Growth Fund an amount equal to all fees otherwise
     due to them under their investment management agreement for the assets
     invested in the SIT Money Market Fund.

     INVESTMENT SUB-ADVISER

     SIA has entered into a sub-advisory arrangement with an affiliated
     international investment adviser, Sit/Kim International Investment
     Associates, Inc. ("SKI"). SKI provides investment research information and
     portfolio management service for the Developing Markets Growth Fund and
     International Growth Fund. Generally, as compensation for its services
     under the sub-advisory agreement, SIA pays SKI a monthly fee of 1/12 of
     .75% on the first $100 million of each Fund's average daily net assets,
     1/12 of .50% on the next $100 million of average daily net assets and 1/12
     of .40% of average daily net assets in excess of $200 million. SKI has
     agreed to waive any fees under the agreement to the extent that cumulative
     out of pocket expenses of each Fund borne by SIA exceed the cumulative fees
     received by SIA pursuant to each Fund's investment management agreement. In
     accordance with the Agreement, fees of $424,864 were paid or payable to SKI
     for the year ended June 30, 1995.

     TRANSACTIONS WITH AFFILIATES

     The investment adviser, affiliates of the investment adviser, directors and
     officers of the Funds as a whole owned the following shares as of June 30,
     1995:

                                                        % Shares
                                               Shares  Outstanding

              Developing Markets Growth Fund   225,351   45.91%
              Small Cap Growth Fund            432,148   48.53
              International Growth Fund        940,766   21.70
              Growth Fund                    2,309,139    9.16
              Growth & Income Fund             323,986   20.34
              Balanced Fund                    121,639   54.71

     Legal fees are paid by Growth and Growth & Income Funds to a law firm of
     which the Funds' secretary is a partner. The total legal fees paid by these
     Funds for the period ended June 30, 1995 were $7,637.

     NOTE 4 - FINANCIAL HIGHLIGHTS

     Per share data for a share of capital stock outstanding during the period
     and selected supplemental and ratio information for each period(s), are
     indicated as follows:




SIT DEVELOPING MARKETS GROWTH FUND
FINANCIAL HIGHLIGHTS

                                                        Year Ended
                                                         June 30,
                                                           1995
NET ASSET VALUE:
   Beginning of year                                      $ 10.00
Operations:
   Net realized and unrealized
     losses on investments                                   (.54)
Total from operations                                        (.54)
DISTRIBUTIONS TO SHAREHOLDERS:
   From realized gains                                       (.05)
Total distributions                                          (.05)
NET ASSET VALUE:
   End of year                                            $  9.41
Total investment return (1)                                 (5.44%)
Net assets at end of year (000's omitted)                  $4,618

RATIOS:
   Expenses to average daily net assets                      2.00%
   Net investment income to average daily net assets         0.03%
Portfolio turnover rate (excluding short-term securities)   56.35%



(1)  Total investment return is based on the change in net asset value of a
     share during the period and assumes reinvestment of distributions at net
     asset value.


SIT SMALL CAP GROWTH FUND
FINANCIAL HIGHLIGHTS

                                                       Year Ended
                                                        June 30,
                                                          1995

NET ASSET VALUE:
   Beginning of year                                      $ 10.00
Operations:
   Net investment loss                                       (.02)
   Net realized and unrealized
     gains on investments                                    3.56
Total from operations                                        3.54
DISTRIBUTIONS TO SHAREHOLDERS:
     From realized gains                                     (.05)
Total distributions                                          (.05)
NET ASSET VALUE:
   End of year                                            $ 13.49
Total investment return (1)                                 35.59%
Net assets at end of year (000's omitted)                 $12,015

RATIOS:
   Expenses to average daily net assets                      1.50%
   Net investment loss to average daily net assets          (0.30%)
Portfolio turnover rate (excluding short-term securities)   49.39%



(1)  Total investment return is based on the change in net asset value of a
     share during the period and assumes reinvestment of distributions at net
     asset value.


<TABLE>
<CAPTION>
SIT INTERNATIONAL GROWTH FUND
FINANCIAL HIGHLIGHTS
                                                                        Years Ended June 30,
                                                             1995         1994       1993        1992 (1)
<S>                                                         <C>         <C>         <C>         <C>    
NET ASSET VALUE:
  Beginning of period                                       $ 14.87     $ 11.99     $ 10.70     $ 10.00
Operations:
  Net investment income (loss)                                  .09        (.04)       (.03)        .03
  Net realized and unrealized gains
    on investments                                             1.06        3.08        1.35         .67
Total from operations                                          1.15        3.04        1.32         .70
DISTRIBUTIONS TO SHAREHOLDERS:
  From net investment income                                   (.04)       (.10)       (.03)         --
  From realized gains                                          (.27)       (.06)         --          --
Total distributions                                            (.31)       (.16)       (.03)         --
NET ASSET VALUE:
  End of period                                             $ 15.71     $ 14.87     $ 11.99     $ 10.70
Total investment return (2)                                    7.86%      25.26%      12.37%       7.00%
Net assets at end of period (000's omitted)                 $68,125     $63,699     $34,549     $24,631

RATIOS:
  Expenses to average daily net assets                         1.50%(3)    1.65%(3)    1.85%       1.85%(4)
  Net investment income (loss) to average daily net assets     0.62%(3)   (0.16%W)(3)  (0.29%)      0.67%(4)
Portfolio turnover rate (excluding short-term securities)     40.42%      42.48%      52.50%      18.62%

</TABLE>

(1)  Period from November 1, 1991 (commencement of operations), to June 30,
     1992.

(2)  Total investment return is based on the change in net asset value of a
     share during the period and assumes reinvestment of distributions at net
     asset value.

(3)  Total Fund expenses are contractually limited to 1.85% of average daily net
     assets. However, during the years ended June 30, 1995 and 1994, the
     investment adviser voluntarily absorbed $228,795 and $111,320,
     respectively, in expenses that were otherwise payable by the Fund. Had the
     Fund incurred these expenses, the ratio of expenses to average daily net
     assets would have been 1.85% for the years ended June 30, 1995 and 1994,
     and the ratio of net investment income (loss) to average daily net assets
     would have been 0.27% and (0.36%), respectively.

(4)  Adjusted to an annual rate.


<TABLE>
<CAPTION>
SIT GROWTH FUND
FINANCIAL HIGHLIGHTS

Per share amounts prior to December 10, 1993 have been restated to reflect the 4
to 1 stock split.

                                                                                 Years Ended June 30,
                                                              1995          1994         1993         1992         1991
<S>                                                          <C>          <C>          <C>          <C>          <C>    
NET ASSET VALUE:
   Beginning of year                                         $ 11.08      $ 11.91      $ 10.52      $  9.35      $  8.70
Operations:
   Net investment income (loss)                                   --         (.01)         .03          .04          .07
   Net realized and unrealized gains
     (losses) on investments                                    2.96         (.51)        1.43         1.22         1.05
   Total from operations                                        2.96         (.52)        1.46         1.26         1.12
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                                     --         (.02)        (.05)        (.06)        (.08)
   From realized gains                                         (1.04)        (.29)        (.02)        (.03)        (.39)
Total distributions                                            (1.04)        (.31)        (.07)        (.09)        (.47)
NET ASSET VALUE:
   End of year                                               $ 13.00      $ 11.08      $ 11.91      $ 10.52      $  9.35
Total investment return (1)                                    28.44%       (4.62%)      13.88%       13.34%       14.13%
Net assets at end of year (000's omitted)                   $327,879     $285,175     $341,702     $241,831     $122,677

RATIOS:
   Expenses to average daily net assets                         0.83%        0.82%        0.80%        0.83%        1.03%
   Net investment income (loss) to average daily net assets     0.02%       (0.08%)       0.35%        0.52%        0.96%
Portfolio turnover rate (excluding short-term securities)      75.40%       46.71%       45.18%       24.74%       37.01%

</TABLE>

(1)  Total  investment  return is based on the  change  in net asset  value of a
     share during the period and assumes  reinvestment of  distributions  at net
     asset value.


<TABLE>
<CAPTION>
SIT GROWTH & INCOME FUND
FINANCIAL HIGHLIGHTS
                                                                               Years Ended June 30,
                                                            1995          1994         1993         1992         1991

<S>                                                        <C>          <C>          <C>          <C>          <C>    
NET ASSET VALUE:
   Beginning of year                                       $ 23.89      $ 25.61      $ 24.22      $ 21.89      $ 22.64
Operations:
   Net investment income                                       .11          .23          .33          .38          .58
   Net realized and unrealized gains
     (losses) on investments                                  5.88         (.33)        1.94         2.91         (.01)
Total from operations                                         5.99         (.10)        2.27         3.29          .57
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                                 (.09)        (.23)        (.34)        (.43)        (.69)
   From realized gains                                       (1.41)       (1.39)        (.54)        (.53)        (.63)
Total distributions                                          (1.50)       (1.62)        (.88)        (.96)       (1.32)
NET ASSET VALUE:
   End of year                                             $ 28.38      $ 23.89      $ 25.61      $ 24.22      $ 21.89
Total investment return (1)                                  26.33%       (0.58%)       9.52%       15.22%        3.10%
Net assets at end of year (000's omitted)                  $45,211      $34,612      $37,602      $32,040      $21,112

RATIOS:
   Expenses to average daily net assets                       1.00%(2)     1.10%(2)     1.42%        1.50%        1.50%
   Net investment income to average daily net assets          0.42%(2)     0.89%(2)     1.31%        1.92%        2.74%
Portfolio turnover rate (excluding short-term securities)    67.14%       73.62%       47.82%       73.40%       70.01%

</TABLE>

(1)  Total investment return is based on the change in net asset value of a
     share during the period and assumes reinvestment of distributions at net
     asset value.

(2)  During the years ended June 30, 1995 and 1994, the investment adviser
     voluntarily absorbed $132,305 and $112,191, respectively, in expenses that
     were otherwise payable by the Fund. Had the Fund incurred these expenses,
     the ratio of expenses to average daily net assets would have been 1.35% and
     1.40% for the years ended June 30, 1995 and 1994, respectively, and the
     ratio net investment income to average daily net assets would have been
     0.07% and 0.59%, respectively.


<TABLE>
<CAPTION>
SIT BALANCED FUND
FINANCIAL HIGHLIGHTS
                                                          Year Ended    Period Ended
                                                           June 30,        June 30,
                                                            1995           1994 (1)
<S>                                                        <C>          <C>    
NET ASSET VALUE:
   Beginning of period                                     $  9.48      $ 10.00
Operations:
   Net investment income                                       .28          .13
   Net realized and unrealized gains
     (losses) on investments                                  1.50         (.59)
Total from operations                                         1.78         (.46)
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                                 (.27)        (.06)
Total distributions                                           (.27)        (.06)
NET ASSET VALUE:
   End of period                                           $ 10.99      $  9.48
Total investment return (2)                                  19.16%       (4.56%)
Net assets at end of period (000's omitted)                 $2,444       $1,296

RATIOS:
   Expenses to average daily net assets                       1.00%        1.00%(3)
   Net investment income to average daily net assets          2.97%        2.87%(3)
Portfolio turnover rate (excluding short-term securities)    50.61%       52.53%

</TABLE>

(1)  Period from December 31, 1993 (commencement of operations), to June 30,
     1994.

(2)  Total investment return is based on the change in net asset value of a
     share during the period and assumes reinvestment of distributions at net
     asset value.

(3)  Adjusted to an annual rate.







SIT Mutual Fund Group
Independent Auditors' Report

The Board of Directors and Shareholders
SIT Mutual Funds, Inc.
SIT Growth Fund, Inc.
SIT Growth & Income Fund, Inc.:

   We have audited the accompanying statements of assets and liabilities,
including the schedules of portfolios of investments in securities of SIT
Developing Markets Growth Fund (a series of SIT Mutual Funds Inc.), SIT Small
Cap Growth Fund (a series of SIT Mutual Funds Inc.), SIT International Growth
Fund (a series of SIT Mutual Funds, Inc.), SIT Growth Fund, Inc., SIT Growth &
Income Fund, Inc. and SIT Balanced Fund (a series of SIT Mutual Funds, Inc.) as
of June 30, 1995; the related statements of operations for the year ended June
30, 1995; the statements of changes in net assets for the year ended June 30,
1995 and the year ended June 30, 1994 for SIT International Growth Fund, SIT
Growth Fund, Inc., SIT Growth & Income Fund, Inc. and the period from December
31, 1993, commencement of operations, to June 30, 1994 for SIT Balanced Fund;
and the financial highlights as presented in footnote 4 to the financial
statements. These financial statements and the financial highlights are the
responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements and the financial highlights based on our
audits.

   We conducted our audits in accordance with generally accepted accounting
standards. Those standards require that we plan and perform our audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Investment securities held in custody are confirmed to us by the
custodian. As to securities purchased and sold but not received or delivered, we
request confirmations from brokers and where replies are not received, we carry
out other appropriate auditing procedures. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

   In our opinion, the financial statements and the financial highlights
referred to above present fairly, in all material respects, the financial
position of SIT Growth Fund, Inc., SIT International Growth Fund, SIT Growth &
Income Fund, Inc. and SIT Balanced Fund as of June 30, 1995 and the results of
their operations, the changes in their net assets, and the financial highlights
for the periods stated in the first paragraph above, in conformity with
generally accepted accounting principles.


                    KPMG Peat Marwick LLP

Minneapolis, Minnesota
August 4, 1995


SIT Mutual Fund Group
Federal Income Tax Information

We are required by Federal tax regulations to provide shareholders with certain
information regarding dividend distributions on an annual fiscal year basis. The
figures are for informational purposes only and should not be used for reporting
to federal or state revenue agencies. All necessary tax information will be
mailed in January each year.

                                                      LONG-TERM
                                    ORDINARY           CAPITAL
FUND AND PAYABLE DATE              INCOME (a)          GAIN (b)

Developing Markets Growth Fund
   December 20, 1994            $    0.04895(c)        $0.00000

Small Cap Growth Fund
   December 20, 1994            $    0.05389(d)        $0.00000

International Growth Fund
   December 20, 1994            $    0.03962(c)        $0.26763

Growth Fund
   December 20, 1994            $    0.00000           $1.04029

Growth & Income Fund
   October 10, 1994             $    0.02044                 --
   December 20, 1994                 0.02418            1.40957
   April 10, 1995                    0.02437                 --
   July 11, 1995                     0.01776                 --
                                $    0.08675(e)        $1.40957

Balanced Fund
   October 10, 1994             $    0.07454                 --
   December 20, 1994                 0.07662                 --
   April 10, 1995                    0.06094                 --
   July 11, 1995                     0.07256                 --
                                $    0.28466(f)        $0.00000


(a)  Includes distributions of short-term gains, if any, which are taxable as
     ordinary income.

(b)  Taxable as long-term gain.

(c)  Taxable as dividend income and does not qualify for dividends-received
     deduction by corporations.

(d)  Taxable as dividend income, 19.16% qualifying for dividends-received
     deduction by corporations.

(e)  Taxable as dividend income, 100% qualifying for dividends-received
     deduction by corporations.

(f)  Taxable as dividend income, 18.34% qualifying for dividends-received
     deduction by corporations.

Directors:
                  Eugene C. Sit, CFA
                  Peter L. Mitchelson, CFA
                  Melvin C. Bahle
                  Sidney L. Jones
                  Donald W. Phillips
                  William E. Frenzel

Officers:
                  Eugene C. Sit, CFA        Chairman
                  Peter L. Mitchelson, CFA  Vice Chairman
                  Mary K. Stern             President
                  Erik S. Anderson, CFA (1) Vice President - Investments
                  Ronald D. Sit, CFA (2)    Vice President - Investments
                  Paul E. Rasmussen         Vice President & Treasurer
                  Michael P. Eckert         Vice President
                  Michael J. Radmer         Secretary
                  Parnell M. Kingsley       Assistant Secretary
                  Carla J. Rose             Assistant Secretary  
                  Debra A. Sit, CFA         Assistant Treasurer


(1)      Growth Fund only.
(2)      Growth & Income Fund only.



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