SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SIT DEVELOPING MARKETS GROWTH FUND
SIT SMALL CAP GROWTH FUND
SIT INTERNATIONAL GROWTH FUND
SIT GROWTH FUND, INC.
SIT GROWTH & INCOME FUND, INC.
SIT BALANCED FUND
SIT BOND FUND
SIT MINNESOTA TAX-FREE INCOME FUND
SIT TAX-FREE INCOME FUND
SIT U.S. GOVERNMENT SECURITIES FUND, INC.
SIT MONEY MARKET FUND, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid: $125 per registrant
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
SIT DEVELOPING MARKETS GROWTH FUND
SIT SMALL CAP GROWTH FUND
SIT INTERNATIONAL GROWTH FUND
SIT GROWTH FUND, INC.
SIT GROWTH & INCOME FUND, INC.
SIT BALANCED FUND
SIT BOND FUND
SIT MINNESOTA TAX-FREE INCOME FUND
SIT TAX-FREE INCOME FUND
SIT U.S. GOVERNMENT SECURITIES FUND, INC.
SIT MONEY MARKET FUND, INC.
4600 Norwest Center
Minneapolis, Minnesota 55402
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 24, 1995
August 31, 1995
Dear Shareholders:
Notice is hereby given that the joint annual meeting of the shareholders of
SIT Developing Markets Growth Fund ("Developing Markets Fund"), SIT Small Cap
Growth Fund ("Small Cap Fund"), SIT International Growth Fund ("International
Fund"), SIT Growth Fund, Inc. ("Growth Fund"), SIT Growth & Income Fund, Inc.
("Growth & Income Fund"), SIT Balanced Fund ("Balanced Fund"), (collectively the
"Stock" Funds), SIT Bond Fund ("Bond Fund"), SIT Minnesota Tax-Free Income Fund
("Minnesota Fund"), SIT Tax-Free Income Fund ("Tax-Free Income Fund"), U.S.
Government Securities Fund ("U.S. Government Fund"), and SIT Money Market Fund,
Inc. ("Money Market Fund") (collectively the "Bond" Funds), (the Stock and Bond
Funds, collectively, the "Funds"), will be held at 11:30 a.m. (Minneapolis time)
on Tuesday, October 24, 1995 at the Edina Country Club, 5100 Wooddale Avenue,
Edina, Minnesota, for the following purposes:
1. Approve or disapprove an amendment to each Fund's fundamental
investment policies to allow each Fund to make loans of Fund
securities;
2. To re-elect the Board of Directors for each Fund;
3. To ratify or reject the Board's selection of KPMG Peat Marwick LLP to
serve as each Fund's independent auditors for the fiscal years ending
March 31, 1996 or June 30, 1996;
4. To transact such other business as may properly come before the
meeting.
Shareholders of record on August 28, 1995 are the only persons entitled to
notice of and to vote at the meeting. We hope you can attend. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL
EXPENSE OF FURTHER SOLICITATION, WE RESPECTFULLY ASK FOR YOUR COOPERATION IN
MAILING IN YOUR PROXY MATERIAL. If you are present at the meeting, you may then
revoke your proxy and vote in person, as explained in the accompanying Proxy
Statement.
By Order of the Board of Directors,
Eugene C. Sit
Chairman
PROXY STATEMENT
SIT DEVELOPING MARKETS GROWTH FUND
SIT SMALL CAP GROWTH FUND
SIT INTERNATIONAL GROWTH FUND
SIT GROWTH FUND, INC.
SIT GROWTH & INCOME FUND, INC.
SIT BALANCED FUND
SIT BOND FUND
SIT MINNESOTA TAX-FREE INCOME FUND
SIT TAX-FREE INCOME FUND
SIT U.S. GOVERNMENT SECURITIES FUND, INC.
SIT MONEY MARKET FUND, INC.
4600 Norwest Center
Minneapolis, Minnesota 55402
JOINT ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 24, 1995
The enclosed Proxy is solicited by the Boards of Directors of SIT
Developing Markets Growth Fund ("Developing Markets Fund"), SIT Small Cap Growth
Fund ("Small Cap Fund"), SIT International Growth Fund ("International Fund"),
SIT Growth Fund, Inc. ("Growth Fund"), SIT Growth & Income Fund, Inc. ("Growth &
Income Fund"), SIT Balanced Fund ("Balanced Fund"), (collectively the "Stock"
Funds), SIT Bond Fund ("Bond Fund"), SIT Minnesota Tax-Free Income Fund
("Minnesota Fund"), SIT Tax-Free Income Fund ("Tax-Free Income Fund"), SIT U.S.
Government Securities Fund, Inc. ("U.S. Government Fund"), and SIT Money Market
Fund ("Money Market Fund") (collectively the "Bond" Funds) (the Stock and Bond
Funds, collectively, the "Funds"), in connection with the joint annual meeting
of shareholders of the Funds to be held at 11:30 a.m. (Minneapolis time) on
Tuesday, October 24, 1995 at the Edina Country Club, 5100 Wooddale Avenue,
Edina, Minnesota, and at any adjournments thereof. The cost of solicitation,
including the cost of preparing and mailing the Notice of the Joint Annual
Meeting of Shareholders and this Proxy Statement, will be paid by the Funds, and
such mailing will take place on approximately September 6, 1995. Representatives
of the Funds may, without cost to the Funds, solicit Proxies for the management
of the Funds by means of mail, telephone or personal calls.
A Proxy may be revoked before the meeting by giving written notice of
revocation to the Secretary of the applicable Fund, or at the meeting, prior to
voting. Unless revoked, properly executed Proxies will be voted as indicated in
this Proxy Statement. In instances where choices are specified by the
shareholders in properly executed Proxies, these Proxies will be voted or the
vote will be withheld in accordance with each shareholder's choice. In instances
where no choices are specified by the shareholder in properly executed Proxies,
those Proxies will be voted "for" each item for which no choice is specified in
accordance with the recommendations of the Funds' Boards of Directors. Should
any other matters properly come before the meeting, it is the intention of the
proxies named in the enclosed Proxy to act upon such matters according to their
best judgment.
Each shareholder is entitled to one vote for each share held. None of the
matters to be presented at the meeting will entitle any shareholder of any Fund
to cumulative voting or appraisal rights. In the event that sufficient Proxy
votes in favor of the proposals set forth in the Notice of Joint Annual Meeting
of Shareholders are not received by October 24, 1995, the persons named as
proxies may propose one or more adjournments of the meeting with respect to one
or more of the Funds to permit further solicitation of Proxies. With respect to
any Fund, an adjournment will require the affirmative vote of the holders of a
majority of the shares present in person or by Proxy at the meeting. The persons
named as proxies will vote in favor of such adjournments with respect to any of
said proposals if the proxies are instructed, by more than a majority of the
shares represented in person or by proxy, to vote "for" the proposal(s) for
which the adjournment is being proposed. The persons named as proxies will vote
against such adjournment if they are instructed (by a majority of the shares
represented in person or by proxy) to vote "against" the proposal(s) for which
the adjournment is being proposed.
An "abstention" on any proposal will be counted as present for purposes of
determining whether a quorum of shares is present at the meeting with respect to
the proposal on which the abstention is noted, but will be counted as a vote
"against" such proposal. Under the rules of the New York Stock Exchange, each of
Proposals 1, 2 and 3 is considered a "discretionary" proposal, which means that
brokers who hold Fund shares in street name for customers are authorized to vote
on such proposals on behalf of their customers with or without specific voting
instructions from such customers.
Only shareholders of record on August 28, 1995 may vote at the meeting or
any adjournment thereof. As of that date, the Funds had the following number of
issued and outstanding common shares, the only class of securities of each Fund:
Developing Markets Fund 515,731 Bond Fund 543,400
Small Cap Fund 1,272,263 Minnesota Fund 5,130,431
International Fund 4,329,390 Tax-Free Income Fund 26,634,663
Growth Fund 24,909,097 U.S. Government Fund 4,163,364
Growth & Income Fund 1,435,394 Money Market Fund 24,351,560
Balanced Fund 250,323
SHARE OWNERSHIP
Except as set forth below, no person or entity, to the knowledge of Fund
management, beneficially owned more than 5% of the outstanding shares of any
Fund as of August 28, 1995. The following table sets forth certain share
ownership information (including the number of shares owned and the percentage
of total outstanding shares of the Funds such shares represented) with respect
to directors of the Funds, all officers and directors as a group, and persons
and entities known by the Funds to beneficially own more than 5% of any of the
Fund's outstanding shares as of August 28, 1995:
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
DEVELOPING SMALL GROWTH &
MARKETS CAP INTERNATIONAL GROWTH INCOME BALANCED
BENEFICIAL OWNERS FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Directors # % # % # % # % # % # %
Eugene C. Sit 41,146 7.98 180,974 14.23 183,812 4.25 597,512 2.40 40,561 2.83 1,035 (a)
William E. Frenzel 1,047 (a) 10,267 (a) 13,926 (a) 60,303 (a) 0 n/a 0 n/a
John E. Hulse 0 n/a 0 n/a 0 n/a 0 n/a 0 n/a 0 n/a
Sidney L. Jones 0 n/a 0 n/a 2,055 (a) 6,860 (a) 0 n/a 0 n/a
Peter L. Mitchelson 0 n/a 8,606 (a) 6,221 (a) 13,075 (a) 2,362 (a) 0 n/a
Donald W. Phillips 0 n/a 0 n/a 9,856 (a) 14,292 (a) 0 n/a 0 n/a
All Officers/Directors 61,325 11.89 241,776 19.00 254,707 5.88 785,282 3.15 47,463 3.31 1,035 (a)
Sit Investment 133,638 25.91 168,000 13.21 521,665 12.05 594,600 2.39 109,767 7.65 121,407 48.50
Associates Inc. &
affiliates (various accounts)
(a) Less than 1%
(CONTINUED)
NUMBER OF SHARES BENEFICIALLY OWNED
DEVELOPING SMALL GROWTH &
MARKETS CAP INTERNATIONAL GROWTH INCOME BALANCED
BENEFICIAL OWNERS FUND FUND FUND FUND FUND FUND
# % # % # % # % # % # %
Other 5% Shareholders:
The Northern Trust Co., 2,141,401 8.60
Trustee, Airtouch
Communications Ret Plan,
P O Box 92956, Chicago, IL
The Danforth Foundation 104,474 7.28
c/o Melvin C. Bahle, Treas.
231 So. Bemiston Ave., #1080
St. Louis, MO
Dennis W. Gartner, Trustee, 32,501 12.98
Electric Component Sales, Inc.
Profit Sharing Plan & Trust
4974 Lincoln Dr., Mpls., MN
Richard & Marlys Lunch, 18,776 7.50
Trustees, El-Tronic Precision,
Inc. Profit Sharing and
401k Plan, 7345 NE Baker St.
Fridley, MN
Robert Vokes & 17,605 7.03
Kraig Lungstrom, Trustees
Northstar Matrix Services
401(k) Plan, 7101 31st Ave. N.
Mpls., MN
James Olson, Trustee, Cote 15,001 5.99
Family Corporation Salary
Savings Plan, 110 S. Woodward
Nisswa, MN
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
TAX-FREE U.S. MONEY
BOND MINNESOTA INCOME GOVERNMENT MARKET
FUND FUND FUND FUND FUND
DIRECTORS # % # % # % # % # %
<S> <C> <C> <C> <C> <C> <C> <C>
Eugene C. Sit 1,099 (a) 56,796 1.11 541,661 2.03 17,875 (a) 29,897 (a)
Michael C. Brilley 0 n/a 3,081 (a) 0 n/a 45 (a) 1,532 (a)
William E. Frenzel 0 n/a 0 n/a 65,616 (a) 0 n/a 0 n/a
John E. Hulse 0 n/a 0 n/a 0 n/a 0 n/a 0 n/a
Sidney L. Jones 0 n/a 0 n/a 2,156 (a) 0 n/a 0 n/a
Peter L. Mitchelson 0 n/a 85,196 1.66 29,254 (a) 0 n/a 0 n/a
Donald W. Phillips 0 n/a 0 n/a 0 n/a 0 n/a 0 n/a
All Officers/Directors 1,099 (a) 154,434 3.01 693,421 2.60 28,249 (a) 53,429 (a)
Sit Investment Associates, Inc. & 127,442 23.45 116,617 2.27 657,311 2.47 354,667 8.52 5,985,027 24.58
affiliates (various accounts)
Other 5% Shareholders:
Charles Schwab & Company Inc., 380,537 9.14
Special Custody Acct for Benefit
Cust, 101 Montgomery Street,
San Francisco, CA
Hazelden Foundation II, MS 0047 220,176 5.29
733 Marquette Ave., Mpls., MN
W. John Driscoll, 332 Minnesota Street 317,978 6.20
Ste. 2100, St. Paul, MN
Victor C. Wallestad Foundation 255,296 46.98
PO Box 1450, NW 8477, Mpls., MN
S. Walter Richey, 900 2nd Ave. South 69,898 12.86
Ste. 1600, Mpls., MN
(a) Less than 1%
</TABLE>
ANNUAL REPORTS OF THE FUNDS
The combined Annual Report of the Bond Funds, containing financial
statements for the fiscal year ended March 31, 1995 was mailed to shareholders
of the Bond Funds on approximately May 27, 1995. The combined Annual Report of
the Stock Funds, containing financial statements for the fiscal year ended June
30, 1995 was mailed to shareholders of the Stock Funds on approximately August
28, 1995. If you have not received a report for your Fund or would like to
receive another copy, please contact the Funds at 800-332-5580 or 612-334-5888
and one will be sent, without charge, by first class mail, within three business
days.
PROPOSAL 1
SECURITIES LENDING
Each of the Developing Markets Fund, Small Cap Fund, International Fund,
Growth Fund, Growth & Income Fund, Balanced Fund, and U.S. Government Fund
currently has a fundamental investment policy that states "the Fund will not
make loans except by purchasing publicly distributed debt securities such as
bonds, debentures and similar securities". Each of the Bond Fund, Minnesota
Fund, and Tax-Free Income Fund currently has a fundamental investment policy
that states "the Fund will not make loans except by purchase of debt obligations
(including repurchase agreements) in which it may invest consistent with its
investment policies". The Money Market Fund currently has a fundamental
investment policy that states "the Fund will not lend money to others except
through the purchase of debt obligations (including repurchase agreements) of
the type which the Fund is permitted to purchase". The proposed amendment to
each Funds' fundamental investment policies will allow each Fund to lend its
portfolio securities in an amount not to exceed 33 1/3% of its total net assets
if such loans are secured by collateral equal to 100% of the value of the
securities lent.
The lending of portfolio securities to broker-dealers, banks, and other
institutions may increase the average annual return to shareholders. Lending of
portfolio securities also involves certain risks to a Fund. As with other
extensions of credit, there are risks of delay in recovery of loaned securities,
or even loss of rights in collateral pledged by the borrower, should the
borrower fail financially. However, the Funds will only enter into loan
agreements with broker-dealers, banks, and other institutions which the Adviser
has determined are creditworthy. The Funds may also experience a loss if, upon
the failure of a borrower to return loaned securities, the collateral is not
sufficient in value or liquidity to cover the value of such loaned securities
(including accrued interest thereon). However, the borrower will be required to
pledge collateral which the custodian for a Fund's portfolio securities will
take into possession before any securities are loaned. Additionally, the
borrower may pledge only cash, securities issued or guaranteed by the U.S.
Government or its agencies and instrumentalities, certificate of deposit or
other high-grade, short-term obligations or interest-bearing cash equivalents as
collateral. There will be a daily procedure to ensure that the pledged
collateral is equal in value to at least 100% of the value of the securities
loaned. Under such procedures, the value of the collateral pledged by the
borrower as of any particular business day will be determined on the next
succeeding business day. If such value is less than 100% of the value of the
securities loaned, the borrower will be required to pledge additional
collateral. The risks of borrower default (and the resultant risk of loss to a
Fund) also are reduced by lending only securities for which a ready market
exists. This will reduce the risk that the borrower will not be able to return
such securities due to its inability to cover its obligation by purchasing such
securities on the open market.
To the extent that collateral is comprised of cash, the Fund will be able
to invest such collateral only in securities issued or guaranteed by the U.S.
Government or its agencies and instrumentalities and in certificates of deposit
or other high-grade, short-term obligations or interest-bearing cash
equivalents. If the Fund invests cash collateral in such securities, the Fund
could experience a loss if the value of such securities declines below the value
of the cash collateral pledged to secure the loaned securities. The amount of
such loss would be the difference between the value of the collateral pledged by
the borrower and the value of the securities in which the pledged collateral was
invested.
Although there can be no assurance that the risks described above will not
adversely affect the Fund, the Board of Directors believes that the potential
benefits that may accrue to a Fund as a consequence of the amendment will
outweigh any such increase in risk.
EACH FUND'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
AMENDMENT TO EACH FUND'S FUNDAMENTAL INVESTMENT POLICIES TO ALLOW EACH FUND TO
LEND SECURITIES.
PROPOSAL 2
ELECTION OF DIRECTORS
It is intended that the enclosed Proxies will be voted for the election of
the persons named below as directors for the applicable Funds unless such
authority has been withheld in the respective Proxy. The term of office of each
person elected to be a Fund Director will be until the next regular or special
meeting of the shareholders at which election of directors is an agenda item and
until his successor is duly elected and shall qualify. Pertinent information
regarding each nominee is set forth below.
<TABLE>
<CAPTION>
NAME (AGE) AND PRINCIPAL OCCUPATION DURING PAST 5 YEARS
BUSINESS ADDRESS (IN ADDITION TO SERVING AS A DIRECTOR OF THE FUNDS)
<S> <C>
DIRECTORS OF ALL FUNDS
Eugene C. Sit (57) * Chairman, CEO and CIO (Chief Investment Officer) of Sit Investment Associates, Inc.
4600 Norwest Center (the "Adviser"); Chairman and CEO of Sit/Kim International Investment Associates, Inc.
Minneapolis, MN (the "Sub-Adviser") sub-adviser for Developing Markets Fund and International Fund;
Chairman of each Fund
William E. Frenzel (66) ** Senior Visiting Scholar at The Brookings Institution; formerly a Senior Republican member
1775 Massachusetts Ave. NW of Congress and a ranking Republican on the House Ways and Means Committee and Vice
Washington, D.C. Chairman of the House Budget Committee; Advisory Director of the Adviser; Director
of the Sub-Adviser for Developing Markets Fund and International Fund
John E. Hulse (62) Director, Vice Chairman and Chief Financial Officer at Pacific Telesis Group until June
1992; Trustee, Benild Religious & Charitable Trust; Trustee, Pacific Gas & Electric
Nuclear Decommissioning Trust
Sidney L. Jones (60) Adjunct Faculty, Center for Public Policy Education, The Brookings Institution; former
8505 Parliament Drive Assistant Secretary for Economic Policy, United States Department of the Treasury
Potomac, MD
Peter L. Mitchelson (53) * President and Director of the Adviser; Executive Vice President & Director of
4600 Norwest Center Sub-Adviser for Developing Markets Fund and International Fund; Vice Chairman of each Fund
Minneapolis, MN
Donald W. Phillips (47) Executive Vice President of Equity Financial and Management Company; Chairman of
Two North Riverside Plaza Equity Institutional Investors, Inc.; Chief Investment Officer of Ameritech, Inc.,
Chicago, IL 60606 Chicago, IL until 1990
DIRECTOR OF BOND FUNDS ONLY:
Michael C. Brilley (49) * Senior Vice President of all Bond Funds; Senior Vice President and Senior Fixed Income
4600 Norwest Center Officer of Adviser
Minneapolis, MN
DIRECTOR EMERITUS
Melvin C. Bahle (76) Financial consultant; director and/or officer of several companies, foundations and
#1 Muirfield Lane religious organizations; Vice President and Assistant to the Chairman of the Board
St. Louis, MO of Ralston Purina Company until February 1984.
</TABLE>
* Directors who are "interested persons" of the Funds, as defined under the
Investment Company Act of 1940, as amended. Each of said individuals are
interested persons because they are officers, and in certain instances
directors, of the Adviser and/or certain affiliates thereof.
** Director who may be deemed an "interested person" of the Funds (and who,
therefore, is treated by the Funds as an interested person) because of his
role as Advisory Director of the Adviser and a director of the sub-adviser
for the Developing Markets Fund and International Fund.
Mr. Bahle resigned from the Board of Directors of each Fund on July 28,
1995. Mr. Bahle has served as a Director since the inception of each Fund. He
has agreed to continue his service to the Boards as Director Emeritus. On July
28, 1995, the Board of Directors of each Fund unanimously elected John E. Hulse
to replace Mr. Bahle to serve as Director of each Fund.
Mr. Phillips has been a director of the Growth Fund, Growth & Income Fund,
U.S. Government Fund, Tax-Free Income Fund, and Money Market Fund since 1990,
the International Fund since 1993, and since inception for all other Funds. Mr.
Frenzel has been a director of the Small Cap Fund, Balanced Fund, Developing
Markets Fund, International Fund, Bond Fund, and Minnesota Fund since inception
and since 1992 for all other Funds. Dr. Jones was a director of the Growth Fund,
Growth & Income Fund, U.S. Government Fund, Tax-Free Income Fund, and Money
Market Fund from October, 1988 to July, 1989, and effective January 20, 1993 was
reappointed to each Board, and has been a director of all other Funds since
inception. Mr. Hulse has been a director of each Fund since July 28, 1995. All
other directors have been directors since the inception of each applicable Fund.
None of the persons named as nominees are directors of reporting companies
except for the Funds. "Reporting companies" include companies with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934 or subject to the requirements of Section 15(d) of such Act, or any company
registered as an investment company under the Investment Company Act of 1940, as
amended (the "1940 Act").
The Funds do not have standing audit or nominating committees of the Board
of Directors, or committees performing similar functions. There were four joint
meetings of the Funds' Boards of Directors during their fiscal years ended March
31, 1995 for the Bond Funds and June 30, 1995 for the Stock Funds. Each of the
nominees, except Mr. Hulse, attended all meetings. The following table sets
forth the aggregate compensation received by each Director for services provided
to each Fund during the most recently ended fiscal year of each Fund, as well as
the total compensation received by each Director for services provided to the
eleven funds of the SIT Mutual Fund Group (the "Fund Complex") during such
periods. Directors who are officers of the Adviser or any of its affiliates did
not receive any such compensation and are not included in the table.
<TABLE>
<CAPTION>
Aggregate Pension or
Compensation Retirement Estimated Total
For Services Benefits Accrued Annual Compensation
Rendered to As Part of Fund Benefits Upon From Fund
Director Each Fund Expenses Retirement Complex
<S> <C> <C> <C> <C>
Melvin C. Bahle $1,381.82 None None $15,200
William E. Frenzel 1,381.82 None None 15,200
Sidney L. Jones 1,381.82 None None 15,200
Donald W. Phillips 1,381.82 None None 15,200
</TABLE>
Pursuant to the advisory agreement with each Fund except the Growth Fund and the
Growth & Income Fund, the Adviser pays all of the Funds' expenses including the
compensation and expenses of the Directors (but excluding extraordinary
expenses, stock transfer taxes, interest, brokerage commissions, and other
transaction charges relating to investing activities). The Growth Fund and the
Growth & Income Fund bear certain expenses including Directors' fees, however,
the Adviser is obligated to pay all expenses (but excluding stock transfer
taxes, interest, and brokerage commissions) in any fiscal year which exceed
certain limitations.
In voting for directors, you must vote all of your shares noncumulatively.
This means that the owners of a majority of each Fund's outstanding shares have
the power to elect that Fund's entire Board of Directors. The vote of a majority
of shares of each Fund represented at the meeting, provided at least a quorum
(at least ten percent of the outstanding shares of Developing Markets Fund,
Small Cap Fund, International Fund, Balanced Fund, Tax-Free Income Fund,
Minnesota Fund, Bond Fund and at least a majority of the outstanding shares of
each of the other Funds) is represented in person or by proxy, is sufficient for
the election of the above nominees to each Fund's Board of Directors. By
completing the Proxy, you give the proxy the right to vote for the persons named
in the table above. If you elect to withhold authority for any individual
nominee, you may do so by making an "X" in the box marked "FOR", and by striking
a line through such nominee's name on the Proxy, as further explained on the
Proxy itself.
All of the nominees have agreed to serve as Directors of the applicable
Fund or Funds. If any unforeseen event prevents one or more of the nominees from
serving as a director, your votes will be cast for the election of a substitute
or substitutes selected by the Board. In no event, however, can the Proxies be
voted for a greater number of persons than the number of nominees named. Unless
otherwise instructed, the proxies will vote for the election of each nominee to
serve as a director of the applicable Fund or Funds.
EACH FUND'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF THE PERSONS NAMED ABOVE AS DIRECTORS FOR THE APPLICABLE FUNDS.
PROPOSAL 3
RATIFICATION OR REJECTION OF INDEPENDENT AUDITORS
The 1940 Act provides that every registered investment company shall be
audited at least once each year by independent auditors selected by a majority
of the directors of the investment company who are not interested persons of the
investment company. The 1940 Act requires that such selection be submitted for
ratification or rejection by the shareholders at their next meeting following
such selection.
At a meeting held on July 28, 1995, the directors of the Funds selected
KPMG Peat Marwick LLP to be each Fund's independent auditor for the fiscal year
ending March 31, 1996 for the Fixed Income Funds and June 30, 1996 for the
Equity Funds. Such firm has served as each Fund's independent auditor since each
such Fund's inception. KPMG Peat Marwick LLP has no material direct or indirect
financial interest in any of the Funds, other than the receipt of fees for
services to the Funds.
Representatives of KPMG Peat Marwick LLP are expected to be present at the
meeting. Such representatives will be given the opportunity to make statements
to shareholders if they so desire, and are expected to be available to respond
to any questions which may arise at the meeting.
The vote of a majority of the shares of each Fund represented at the
meeting, provided at least a quorum (at least ten percent of the outstanding
shares of International Growth Fund and at least a majority of the outstanding
shares of each of the other Funds) is represented in person or by proxy, is
sufficient for the ratification of the selection of the independent auditors of
each Fund. Unless otherwise instructed, the proxies will vote for the
ratification of the selection of KPMG Peat Marwick LLP as each Fixed Income
Fund's independent auditors for the fiscal year ending March 31, 1995 and each
Equity Fund's independent auditors for the fiscal year ending June 30, 1995.
EACH FUND'S BOARD OF DIRECTORS RECOMMENDS SHAREHOLDERS VOTE FOR
RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP AS EACH FUND'S
INDEPENDENT AUDITORS.
SHAREHOLDER PROPOSALS FOR 1996 MEETING
No proposals were received from shareholders this year. Any shareholder
proposal for consideration at the 1996 annual meeting, which will be held in
October, 1996, must be received by the Funds in writing on or before June 1,
1996.
August 31, 1995
By Order of the Board of Directors,
Eugene C. Sit
Chairman
PROXY
SIT BALANCED FUND
4600 NORWEST CENTER * MINNEAPOLIS, MINNESOTA 55402 *
(612) 334-5888; (800) 332-5580
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT
BALANCED FUND
The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson and Michael
J. Radmer, and each of them, with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of common stock of SIT Balanced Fund (the "Fund"), held of record by the
undersigned on August 28, 1995, at the annual meeting of shareholders of the
Fund to be held on October 24, 1995, or any adjournment or postponements
thereof, with all powers the undersigned would possess if present in person. All
previous proxies given with respect to the meeting hereby are revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. SELECTION OF KPMG PEAT MARWICK to serve as the Fund's independent auditors
for the fiscal year ending June 30, 1995.
___ FOR ___ AGAINST ___ ABSTAIN
2. ELECTION OF DIRECTORS:
[ ]FOR ALL OF THE NOMINEES LISTED BELOW
(except as marked to the contrary below)
[ ]WITHHOLD AUTHORITY
to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name listed below:
Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones
Donald W. Phillips Peter L. Mitchelson
3. SELECTION OF KPMG PEAT MARWICK LLP to serve as the Fund's independent
auditors for the fiscal year ending June 30, 1995.
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on the reverse side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
DATED: ______________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
TO SAVE FURTHER SOLICITATION
EXPENSE, PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
PROXY
SIT BOND FUND
4600 NORWEST CENTER * MINNEAPOLIS, MINNESOTA 55402 *
(612) 334-5888; (800) 332-5580
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT BOND
FUND
The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson and Michael
J. Radmer, and each of them, with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of common stock of SIT Bond Fund (the "Fund"), held of record by the
undersigned on August 28, 1995, at the annual meeting of shareholders of the
Fund to be held on October 24, 1995, or any adjournment or postponements
thereof, with all powers the undersigned would possess if present in person. All
previous proxies given with respect to the meeting hereby are revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. SECURITIES LENDING: Amend the Fund's fundamental investment policies to
allow the Fund to lend Fund securities.
___ FOR ___ AGAINST ___ ABSTAIN
2. ELECTION OF DIRECTORS:
[ ]FOR ALL OF THE NOMINEES LISTED BELOW
(except as marked to the contrary below)
[ ]WITHHOLD AUTHORITY
to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name listed below:
Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse
Sidney L. Jones Peter L. Mitchelson Donald W. Phillips
3. SELECTION OF KPMG PEAT MARWICK LLP to serve as the Fund's independent
auditors for the fiscal year ending June 30, 1995.
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on the reverse side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
DATED: ______________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
TO SAVE FURTHER SOLICITATION
EXPENSE, PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
PROXY
SIT DEVELOPING MARKETS GROWTH FUND
4600 NORWEST CENTER * MINNEAPOLIS, MINNESOTA 55402 *
(612) 334-5888; (800) 332-5580
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT
DEVELOPING MARKETS GROWTH FUND
The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson and Michael
J. Radmer, and each of them, with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of common stock of SIT Developing Markets Growth Fund (the "Fund"), held
of record by the undersigned on August 28, 1995, at the annual meeting of
shareholders of the Fund to be held on October 24, 1995, or any adjournment or
postponements thereof, with all powers the undersigned would possess if present
in person. All previous proxies given with respect to the meeting hereby are
revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. SECURITIES LENDING: Amend the Fund's fundamental investment policies to
allow the Fund to lend Fund securities.
___ FOR ___ AGAINST ___ ABSTAIN
2. ELECTION OF DIRECTORS:
[ ]FOR ALL OF THE NOMINEES LISTED BELOW
(except as marked to the contrary below)
[ ]WITHHOLD AUTHORITY
to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name listed below:
Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones
Donald W. Phillips Peter L. Mitchelson
3. SELECTION OF KPMG PEAT MARWICK LLP to serve as the Fund's independent
auditors for the fiscal year ending June 30, 1995.
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on the reverse side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
DATED: ______________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
TO SAVE FURTHER SOLICITATION
EXPENSE, PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
PROXY
SIT U.S. GOVERNMENT SECURITIES FUND, INC.
4600 NORWEST CENTER * MINNEAPOLIS, MINNESOTA 55402 *
(612) 334-5888; (800) 332-5580
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT U.S.
GOVERNMENT SECURITIES FUND, INC.
The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson and Michael
J. Radmer, and each of them, with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of common stock of SIT U.S. Government Securities Fund, Inc. (the
"Fund"), held of record by the undersigned on August 28, 1995, at the annual
meeting of shareholders of the Fund to be held on October 24, 1995, or any
adjournment or postponements thereof, with all powers the undersigned would
possess if present in person. All previous proxies given with respect to the
meeting hereby are revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. SECURITIES LENDING: Amend the Fund's fundamental investment policies to
allow the Fund to lend Fund securities.
___ FOR ___ AGAINST ___ ABSTAIN
2. ELECTION OF DIRECTORS:
[ ]FOR ALL OF THE NOMINEES LISTED BELOW
(except as marked to the contrary below)
[ ]WITHHOLD AUTHORITY
to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name listed below:
Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse
Sidney L. Jones Peter L. Mitchelson Donald W. Phillips
3. SELECTION OF KPMG PEAT MARWICK LLP to serve as the Fund's independent
auditors for the fiscal year ending June 30, 1995.
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on the reverse side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
DATED: ______________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
TO SAVE FURTHER SOLICITATION
EXPENSE, PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
PROXY
SIT GROWTH FUND, INC.
4600 NORWEST CENTER * MINNEAPOLIS, MINNESOTA 55402 *
(612) 334-5888; (800) 332-5580
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT GROWTH
FUND, INC.
The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson and Michael
J. Radmer, and each of them, with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of common stock of SIT Growth Fund, Inc. (the "Fund"), held of record by
the undersigned on August 28, 1995, at the annual meeting of shareholders of the
Fund to be held on October 24, 1995, or any adjournment or postponements
thereof, with all powers the undersigned would possess if present in person. All
previous proxies given with respect to the meeting hereby are revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. SECURITIES LENDING: Amend the Fund's fundamental investment policies to
allow the Fund to lend Fund securities.
___ FOR ___ AGAINST ___ ABSTAIN
2. ELECTION OF DIRECTORS:
[ ]FOR ALL OF THE NOMINEES LISTED BELOW
(except as marked to the contrary below)
[ ]WITHHOLD AUTHORITY
to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name listed below:
Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones
Peter L. Mitchelson Donald W. Phillips
3. SELECTION OF KPMG PEAT MARWICK LLP to serve as the Fund's independent
auditors for the fiscal year ending June 30, 1995.
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on the reverse side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
DATED: ______________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
TO SAVE FURTHER SOLICITATION
EXPENSE, PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
PROXY
SIT GROWTH & INCOME FUND, INC.
4600 NORWEST CENTER * MINNEAPOLIS, MINNESOTA 55402 *
(612) 334-5888; (800) 332-5580
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT GROWTH
& INCOME FUND, INC.
The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson and Michael
J. Radmer, and each of them, with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of common stock of SIT Growth & Income Fund, Inc. (the "Fund"), held of
record by the undersigned on August 28, 1995, at the annual meeting of
shareholders of the Fund to be held on October 24, 1995, or any adjournment or
postponements thereof, with all powers the undersigned would possess if present
in person. All previous proxies given with respect to the meeting hereby are
revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. SECURITIES LENDING: Amend the Fund's fundamental investment policies to
allow the Fund to lend Fund securities.
___ FOR ___ AGAINST ___ ABSTAIN
2. ELECTION OF DIRECTORS:
[ ]FOR ALL OF THE NOMINEES LISTED BELOW
(except as marked to the contrary below)
[ ]WITHHOLD AUTHORITY
to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name listed below:
Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones
Peter L. Mitchelson Donald W. Phillips
3. SELECTION OF KPMG PEAT MARWICK LLP to serve as the Fund's independent
auditors for the fiscal year ending June 30, 1995.
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on the reverse side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
DATED: ______________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
TO SAVE FURTHER SOLICITATION
EXPENSE, PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
PROXY
SIT INTERNATIONAL GROWTH FUND
4600 NORWEST CENTER * MINNEAPOLIS, MINNESOTA 55402 *
(612) 334-5888; (800) 332-5580
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT
INTERNATIONAL GROWTH FUND
The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson and Michael
J. Radmer, and each of them, with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of common stock of SIT International Growth Fund (the "Fund"), held of
record by the undersigned on August 28, 1995, at the annual meeting of
shareholders of the Fund to be held on October 24, 1995, or any adjournment or
postponements thereof, with all powers the undersigned would possess if present
in person. All previous proxies given with respect to the meeting hereby are
revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. SECURITIES LENDING: Amend the Fund's fundamental investment policies to
allow the Fund to lend Fund securities.
___ FOR ___ AGAINST ___ ABSTAIN
2. ELECTION OF DIRECTORS:
[ ]FOR ALL OF THE NOMINEES LISTED BELOW
(except as marked to the contrary below)
[ ]WITHHOLD AUTHORITY
to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name listed below:
Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones
Donald W. Phillips Peter L. Mitchelson
3. SELECTION OF KPMG PEAT MARWICK LLP to serve as the Fund's independent
auditors for the fiscal year ending June 30, 1995.
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on the reverse side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
DATED: ______________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
TO SAVE FURTHER SOLICITATION
EXPENSE, PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
PROXY
SIT MINNESOTA TAX-FREE INCOME FUND
4600 NORWEST CENTER * MINNEAPOLIS, MINNESOTA 55402 *
(612) 334-5888; (800) 332-5580
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT
MINNESOTA TAX-FREE INCOME FUND
The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson and Michael
J. Radmer, and each of them, with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of common stock of SIT Minnesota Tax-Free Income Fund (the "Fund"), held
of record by the undersigned on August 28, 1995, at the annual meeting of
shareholders of the Fund to be held on October 24, 1995, or any adjournment or
postponements thereof, with all powers the undersigned would possess if present
in person. All previous proxies given with respect to the meeting hereby are
revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. SECURITIES LENDING: Amend the Fund's fundamental investment policies to
allow the Fund to lend Fund securities.
___ FOR ___ AGAINST ___ ABSTAIN
2. ELECTION OF DIRECTORS:
[ ]FOR ALL OF THE NOMINEES LISTED BELOW
(except as marked to the contrary below)
[ ]WITHHOLD AUTHORITY
to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name listed below:
Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse
Sidney L. Jones Peter L. Mitchelson Donald W. Phillips
3. SELECTION OF KPMG PEAT MARWICK LLP to serve as the Fund's independent
auditors for the fiscal year ending June 30, 1995.
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on the reverse side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
DATED: ______________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
TO SAVE FURTHER SOLICITATION
EXPENSE, PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
PROXY
SIT MONEY MARKET FUND, INC.
4600 NORWEST CENTER * MINNEAPOLIS, MINNESOTA 55402 *
(612) 334-5888; (800) 332-5580
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MONEY
MARKET FUND, INC.
The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson and Michael
J. Radmer, and each of them, with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of common stock of SIT Money Market Fund, Inc. (the "Fund"), held of
record by the undersigned on August 28, 1995, at the annual meeting of
shareholders of the Fund to be held on October 24, 1995, or any adjournment or
postponements thereof, with all powers the undersigned would possess if present
in person. All previous proxies given with respect to the meeting hereby are
revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. SECURITIES LENDING: Amend the Fund's fundamental investment policies to
allow the Fund to lend Fund securities.
___ FOR ___ AGAINST ___ ABSTAIN
2. ELECTION OF DIRECTORS:
[ ]FOR ALL OF THE NOMINEES LISTED BELOW
(except as marked to the contrary below)
[ ]WITHHOLD AUTHORITY
to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name listed below:
Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse
Sidney L. Jones Peter L. Mitchelson Donald W. Phillips
3. SELECTION OF KPMG PEAT MARWICK LLP to serve as the Fund's independent
auditors for the fiscal year ending June 30, 1995.
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on the reverse side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
DATED: ______________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
TO SAVE FURTHER SOLICITATION
EXPENSE, PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
PROXY
SIT SMALL CAP GROWTH FUND
4600 NORWEST CENTER * MINNEAPOLIS, MINNESOTA 55402 *
(612) 334-5888; (800) 332-5580
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT
SMALL CAP GROWTH FUND
The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson and Michael
J. Radmer, and each of them, with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of common stock of SIT Small Cap Growth Fund (the "Fund"), held of record
by the undersigned on August 28, 1995, at the annual meeting of shareholders of
the Fund to be held on October 24, 1995, or any adjournment or postponements
thereof, with all powers the undersigned would possess if present in person. All
previous proxies given with respect to the meeting hereby are revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. SECURITIES LENDING: Amend the Fund's fundamental investment policies to
allow the Fund to lend Fund securities.
___ FOR ___ AGAINST ___ ABSTAIN
2. ELECTION OF DIRECTORS:
[ ]FOR ALL OF THE NOMINEES LISTED BELOW
(except as marked to the contrary below)
[ ]WITHHOLD AUTHORITY
to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name listed below:
Eugene C. Sit William E. Frenzel John E. Hulse Sidney L. Jones
Donald W. Phillips Peter L. Mitchelson
3. SELECTION OF KPMG PEAT MARWICK LLP to serve as the Fund's independent
auditors for the fiscal year ending June 30, 1995.
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on the reverse side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
DATED: ______________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
TO SAVE FURTHER SOLICITATION
EXPENSE, PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
PROXY
SIT TAX-FREE INCOME FUND
4600 NORWEST CENTER * MINNEAPOLIS, MINNESOTA 55402 *
(612) 334-5888; (800) 332-5580
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT
TAX-FREE INCOME FUND
The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson and Michael
J. Radmer, and each of them, with power to act without the other and with the
right of substitution in each, as proxies of the undersigned and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of common stock of SIT Tax-Free Income Fund (the "Fund"), held of record
by the undersigned on August 28, 1995, at the annual meeting of shareholders of
the Fund to be held on October 24, 1995, or any adjournment or postponements
thereof, with all powers the undersigned would possess if present in person. All
previous proxies given with respect to the meeting hereby are revoked.
THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:
1. SECURITIES LENDING: Amend the Fund's fundamental investment policies to
allow the Fund to lend Fund securities.
___ FOR ___ AGAINST ___ ABSTAIN
2. ELECTION OF DIRECTORS:
[ ]FOR ALL OF THE NOMINEES LISTED BELOW
(except as marked to the contrary below)
[ ]WITHHOLD AUTHORITY
to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name listed below:
Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse
Sidney L. Jones Peter L. Mitchelson Donald W. Phillips
3. SELECTION OF KPMG PEAT MARWICK LLP to serve as the Fund's independent
auditors for the fiscal year ending June 30, 1995.
___ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on the reverse side)
(continued from other side)
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED "FOR" PROPOSALS 1, 2 AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
DATED: ______________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
TO SAVE FURTHER SOLICITATION
EXPENSE, PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE-PAID
ENVELOPE.
