SIT GROWTH & INCOME FUND INC
N-30D, 1996-08-29
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                                SIT MUTUAL FUNDS
                                 ANNUAL REPORT
                                   STOCK FUNDS
                                 June 30, 1996

                         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 Funds 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 $4.8 billion for some
of America's largest corporations, foundations and endowments.

      The Sit Mutual Funds 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

                              SIT FAMILY OF FUNDS

STABILITY:           INCOME:           GROWTH & INCOME:        GROWTH:
Safety of principal  Increased income  Long-term capital       Long-term capital
and current income                     appreciation and income appreciation


                                SIT MUTUAL FUNDS
                            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................................................  41

       Independent Auditors' Report........................................  47

       Federal Income Tax Information......................................  48

         This document must be preceded or accompanied by a Prospectus.


SIT MUTUAL FUNDS
CHAIRMAN'S LETTER - JUNE 30, 1996

[PHOTO] EUGENE C. SIT, CFA

Dear Fellow Shareholders:

     Global equity markets produced positive results for the fiscal year ended
June 30, 1996. Domestic stocks recorded significant gains amid increased
corporate profits and record cash flows into equity mutual funds, while
international equity performance was positive overall but varied on currency
translation.

ECONOMIC OVERVIEW

     The domestic economy expanded during the second quarter at a robust annual
GDP growth rate of +4.2%. Expectations for heightened second quarter growth,
some as high as +5.0%, sparked volatility in the financial markets during the
second quarter. A series of strong monthly employment reports and signs of
sporadic wage pressures generated concerns that growth could be running near
levels typically associated with increased inflation, particularly in the labor
markets. Economic growth in the second quarter was aided by healthy spending on
durable goods, such as autos and furniture, as well as on residential
construction, which was surprising given recent increases in interest rates.
Government spending, which had been dormant for several quarters, also surged
during the quarter, particularly at the state and local levels.
     Despite the second quarter's strong performance, signs of economic
deceleration have begun to emerge. A recent decline in the National Purchasing
Managers' Index and soft June personal consumer expenditures seem to suggest
more moderate activity. Evidence of the same was also found in slower
chain-store and auto sales during July as well as recently diminished housing
activity. Although the exact path of the economy is unclear at present, a
continuation of growth at the second quarter's rate clearly appears
unsustainable. We are presently forecasting that real GDP growth will decelerate
to +3.0% in the third quarter, +2.0% in the fourth quarter and eventually
approximate a +2.5% annual rate for calendar 1996. Growth at this level has
historically been regarded as well within a range of long run economic growth
consistent with generally contained inflation.
     The strength of the domestic economy has not produced a material impact on
inflation, which remains contained with consumer prices and producer prices
registering +3.0% and +2.6% year-over-year gains, respectively, through July.
The inflationary jitters that rattled the markets during the second quarter
stemmed primarily from payroll employment data, particularly in the wholesale
and retail trade sector. Increased agricultural prices also raised concerns as
grain inventories hover near historic lows and current yield prospects are
mixed. On the positive side, though, other commodity prices, like copper, have
clearly peaked, and price reductions in the cereal and consumer electronics
areas lead us to believe that inflation should remain reasonably well
constrained. We expect the consumer price index will approximate a +3.0%
increase for 1996, but we are monitoring the wage component closely since it
represents nearly two thirds of consumer inflation.
     Given the perceived deceleration of the economy and generally contained
inflation, monetary policy is neutral at the present time. Despite changing
labor conditions in certain markets, the Federal Reserve opted to leave
short-term rates constant at its latest FOMC meeting in July. In his recent
Humphrey Hawkins testimony, Chairman Greenspan stated that the Fed will closely
be observing several key economic indicators including the employment cost
index, vendor delivery performance, the core CPI and the consumption price
deflator. Clearly the Fed is attempting to accomplish the dual objectives of
prolonging a mature economic expansion while quelling any inflationary pressures
should they arise. We believe the FOMC is unlikely to raise rates in the near
term without clear indications of strengthening inflation or a surge in economic
activity.
     With respect to fiscal policy, the budget deficit continues to improve with
the latest Congressional Budget Office (CBO) estimates approximating $130
billion for the current fiscal year. Much of this improvement, however, was a
byproduct of lower interest rates and the passage of the savings and loan
crisis. Looking ahead, CBO estimates show that growth in entitlement spending
could push the deficit back up to the $244 billion level in the absence of
significant policy actions. The Republicans have seized entitlement spending
reform as a major platform issue heading into the elections. Also to be debated
will be prospects for economic growth, fiscal responsibility and foreign policy,
issues that will certainly bring heated debate.
     Having strengthened early in the year, the dollar remains within a fairly
stable range and should continue to do so over the near term. Internationally,
we are forecasting a more sustained recovery in Japan in 1996 to be followed by
a gradual pickup in Europe in 1997. In Japan, the deflationary threat appears
over, and profit expansion should power its equity market, while European
monetary authorities have ample room to ease monetary policies further. The
emerging market economies should benefit from increased capital spending and the
absence of meaningful inflation.

EQUITY STRATEGY SUMMARY

     Domestic stocks corrected after mid year to relieve a portion of the
excessive speculation that had driven the markets during the first half.
However, corporate profit advances continue to be healthy and interest rates
have stabilized somewhat to improve the valuation case for domestic equities.
Based on newly revised estimates, the S&P 500 Index is currently valued at 17.4
times and 16.4 times 1996 and 1997 estimated earnings, respectively, valuations
which are not excessive for periods of low inflation and moderate growth.
Technically, the six-month price momentum of both the S&P 500 Index and the
NASDAQ Composite has retreated to more neutral levels from which these markets
could more readily build a base.
     The Sit domestic equity funds continue to emphasize high growth investments
in the areas of technology, health care and business equipment and services as a
means of maximizing the earnings growth potential of these portfolios. The
environment for networking, software, health care information services and the
outsourcing of business services has remained favorable thus far in 1996 and
should provide ample opportunities for growth. These portfolios continue to
exhibit average earnings growth rates that vastly exceed the earnings
expectations for the market as a whole, a characteristic that should be viewed
favorably in an environment of economic moderation. Given the recent correction
of smaller- to medium-sized companies in general, we are presently deploying
modest opportunity cash reserves to capitalize on attractive buying
opportunities.
     In the Sit International Growth Fund, we are seeking to take advantage of
corporate restructuring opportunities in Europe, export-oriented growth stocks
in Asia and consumer-related growth stocks in Japan with prospects for improved
profitability. The Sit Developing Markets Growth Fund continues to emphasize
investments in the high growth regions of the Pacific Rim and Latin America.
     We are pleased with the performance of the Sit Equity Mutual Funds,
particularly since the recent favorable performance results add further to the
Funds' above-average, long-term records. We appreciate your continued interest
and support as shareholders in the Sit Mutual Funds.

With best wishes,


/s/ Eugene C. Sit
Eugene C. Sit, CFA
Chairman and Chief Investment Officer

SIT MUTUAL FUNDS
JUNE 30, 1996 PERFORMANCE REVIEW - STOCK FUNDS

                               STOCK FUNDS REVIEW

    Domestic equities advanced strongly during the twelve-month period ended
June 30, 1996, amid shifting expectations for the economy, continued increases
in corporate profits and substantial cash flows into equity mutual funds. Blue
chip issues led the way as the DJIA produced a +26.9% gain, edging slightly the
+26.0% broad market advance generated by the S&P 500 Index. Medium- and
small-sized companies also provided positive results. The S&P Midcap 400 Index
increased +21.6%, while the Russell 2000 Index, a widely recognized measure of
smaller company performance, rose by +23.9%.
    Growth stocks generally outperformed value stocks across the equity
capitalization spectrum during the past year. Large cap growth issues provided
an incremental +3.1% as measured by the Russell 1000 Growth/Value Indices, while
small cap growth stocks outperformed by +5.1% according to the Russell 2000
Growth/Value Indices. Earlier in the year, cyclical areas such as the retail and
capital goods sectors reacted positively to economic data suggesting economic
acceleration. Recently, however, more defensive areas such as the consumer
non-durables and energy sectors have performed well, possibly reflecting a shift
in expectations.
    Large cap stocks provided a +2.3% advantage over small cap stocks according
to the Russell 1000/2000 Indices. Investors were generally drawn to the relative
stability of large company issues, particularly in June as small company stocks
began to correct.
    International equity performance in U.S. dollar terms was led by emerging
countries as the momentum of certain Latin American markets carried over into
the most recent quarter. European and Pacific markets also provided strong
results during the past year as seen in the +14.7% and +15.4% respective gains
in the MSCI Europe and Pacific Indices.

                                                                             
<TABLE>
<CAPTION>
                                           1985       1986       1987            1988           1989        1990        1991    
                                           ----       ----       ----            ----           ----        ----        ----    
<S>                                        <C>        <C>        <C>             <C>            <C>         <C>         <C>     
SIT DEVELOPING MARKETS GROWTH              ----       ----       ----            ----           ----        ----        ----    
  (NASDAQ Symbol: SDMGX)
SIT SMALL CAP GROWTH                       ----       ----       ----            ----           ----        ----        ----    
  (NASDAQ Symbol: SSMGX)
SIT INTERNATIONAL GROWTH                   ----       ----       ----            ----           ----        ----        4.10%(1)
  (NASDAQ Symbol: SNGRX)
SIT GROWTH                                43.65%     10.33%      5.50%           9.77%         35.15%      -2.04%      65.50    
  (NASDAQ Symbol: NBNGX)
SIT GROWTH & INCOME                       23.48      21.83       5.32            5.33          32.02       -2.37       32.72    
  (NASDAQ Symbol: SNIGX)
SIT BALANCED                               ----       ----       ----            ----           ----        ----        ----    
MCSI EMERGING MARKETS FREE INDEX(2)        ----       ----       ----            ----           ----        ----        ----    
RUSSELL 2000 INDEX(3)                      ----       ----       ----            ----           ----        ----        ----    
EAFE INDEX(4)                              ----       ----       ----            ----           ----        ----        0.26    
NASDAQ OTC COMPOSITE INDEX                31.36       7.36      -5.26           15.41          19.26      -17.80       56.84    
S&P 500 INDEX                             31.60      18.64       5.28           16.55          31.61       -3.05       30.46    

</TABLE>

WIDE TABLE CONTINUED FROM ABOVE


<TABLE>
<CAPTION>
                                                                                           YTD          
                                        1992          1993         1994        1995        1996         
                                        ----          ----         ----        ----        ----         
<S>                                     <C>           <C>          <C>         <C>         <C>          
SIT DEVELOPING MARKETS GROWTH           ----          ----        -2.02%(1)   -4.29%      17.49%        
  (NASDAQ Symbol: SDMGX)                                                                                
SIT SMALL CAP GROWTH                    ----          ----        11.57(1)    52.16       15.11         
  (NASDAQ Symbol: SSMGX)                                                                                
SIT INTERNATIONAL GROWTH                2.69%        48.37%       -2.99        9.36        6.40         
  (NASDAQ Symbol: SNGRX)                                                                                
SIT GROWTH                             -2.14          8.55        -0.47       33.64       12.41         
  (NASDAQ Symbol: NBNGX)                                                                                
SIT GROWTH & INCOME                     4.94          3.15         2.83       31.66       11.49         
  (NASDAQ Symbol: SNIGX)                                                                                
SIT BALANCED                            ----          ----        -0.33       25.43        6.66         
MCSI EMERGING MARKETS FREE INDEX(2)     ----          ----         2.80       -6.94        9.31         
RUSSELL 2000 INDEX(3)                   ----          ----         4.61       28.45       10.36         
EAFE INDEX(4)                         -12.17         32.56         7.78       11.21        4.52         
NASDAQ OTC COMPOSITE INDEX             15.45         14.75        -3.20       39.92       12.63         
S&P 500 INDEX                           7.64         10.07         1.32       37.58       10.10         
                                      
</TABLE>


<TABLE>
<CAPTION> 
                                                                 TOTAL RETURN        TOTAL RETURN   
                                                                 QUARTER ENDED    SIX MONTHS ENDED      
                                                 INCEPTION         6/30/96             6/30/96                       
                                                 ---------         -------             -------                       
<S>                                              <C>                 <C>                 <C>        
SIT DEVELOPING MARKETS GROWTH                    07/01/94            7.67%               17.49%     
SIT SMALL CAP GROWTH                             07/01/94           11.13                15.11      
SIT INTERNATIONAL GROWTH                         11/01/91            2.84                 6.40      
SIT GROWTH                                       09/02/82            5.34                12.41      
SIT GROWTH & INCOME                              09/02/82            6.84                11.49      
SIT BALANCED                                     12/31/93            4.46                 6.66      
MCSI EMERGING MARKETS FREE INDEX (2)                                 3.35                 9.31      
RUSSELL 2000 INDEX (3)                                               5.00                10.36      
EAFE INDEX (4)                                                       1.58                 4.52      
NASDAQ OTC COMPOSITE INDEX (5)                                       7.59                12.63      
S&P 500 INDEX (5)                                                    4.49                10.10      


</TABLE>


WIDE TABLE CONTINUED FROM ABOVE

<TABLE>
<CAPTION>
                                                                      AVERAGE ANNUAL TOTAL RETURNS FOR 
                                                                      THE PERIODS ENDED JUNE 30, 1996
                                                                      -------------------------------
                                                                                                                        SINCE     
                                                1 YEAR           3 YEARS           5 YEARS         10 YEARS           INCEPTION   
                                                ------           -------           -------         --------           ---------   
<S>                                              <C>              <C>                <C>              <C>               <C>        
SIT DEVELOPING MARKETS GROWTH                    16.51%            ----               ----             ----              4.98%     
SIT SMALL CAP GROWTH                             44.13             ----               ----             ----             39.92      
SIT INTERNATIONAL GROWTH                         10.21            14.19%              ----             ----             13.31      
SIT GROWTH                                       33.00            17.67              16.03%           13.61%            19.21      
SIT GROWTH & INCOME                              24.48            16.06              14.56            11.77             14.94      
SIT BALANCED                                     17.26             ----               ----             ----             12.23      
MCSI EMERGING MARKETS FREE INDEX (2)              6.29             ----               ----            ----               2.26      
RUSSELL 2000 INDEX (3)                           23.89             ----               ----            ----              21.84      
EAFE INDEX (4)                                   13.28            10.45               ----            ----               8.49      
NASDAQ OTC COMPOSITE INDEX (5)                   26.95            18.96              20.02            11.32             14.62      
S&P 500 INDEX (5)                                26.00            17.22              15.73            13.81             17.18      

</TABLE>


(1)  Period from Fund inception through calendar year-end.
(2)  Figures assume an inception date of 6/30/94.
(3)  Figures assume an inception date of 7/1/94.
(4)  Figures assume an inception date of 10/31/91.
(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, 1996 

[PHOTO] EUGENE C. SIT, CFA           
           SENIOR PORTFOLIO MANAGER  
        ANDREW B. KIM, CFA           
           SENIOR PORTFOLIO MANAGER  
        

     The Sit Developing Markets Growth Fund's investment return for the year
ended June 30, 1996 was +16.5%, which compares favorably to the MSCI Emerging
Markets Free Index return of +6.3%. The Fund's outperformance is attributable to
its minimal exposure to South Africa, (which was up only +1%) as well as stock
selection in Brazil, Thailand, Philippines and Hong Kong.
     During the quarter, the Fund's allocation to Asia Pacific decreased from
56% to 50%. We sold all of the Fund's Indian holdings (which previously
accounted for 6% of the portfolio) due to the precarious political situations,
as well as falling earnings estimates. We recently added to our holdings in
Korea and Thailand as we expect these markets to recover from their depressed
valuations.
     The Fund's allocation to Latin America remained relatively unchanged at
28%. Peru has lagged the region during the past six months, and we have taken
advantage of some attractive valuations by adding two new Peruvian holdings
- --Credicorp (financial) and Backus & Johnston (Brewery). In Brazil, real
interest rates continue to decline, and we are maintaining the Fund's
significant allocation to consumer-oriented stocks. Additionally, Telebras
continues to benefit from a more favorable rate environment as well as
increasing prospects of privatization.
     Although there are concerns with regard to the risk of higher bond yields
in the U.S., we believe emerging markets are now less prone to severe market
swings. In Asia, inflation is ebbing while economic growth is slowing to a more
manageable level. In Latin America the Fund has relatively little invested in
Mexico and Argentina, which are the countries most impacted by the potentially
adverse U.S. interest rate environment. Emerging markets' valuations are not
stretched and we envision the remainder of 1996 will continue to be favorable
for investors in these markets.

                       INVESTMENT OBJECTIVE AND STRATEGY

     The objective of the Sit Developing Markets Growth Fund is to maximize
long-term capital appreciation. The Fund pursues this objective by investing in
equity securities of companies located 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 flucuations, high
volatility, illiquidity and the possibility of political instability.

                               PORTFOLIO SUMMARY
                                                
  Net Asset Value 6/30/96:   $10.95 Per Share                          
                  6/30/95:   $ 9.41 Per Share
         Total Net Assets:   $ 8.65 Million

                         PORTFOLIO STRUCTURE - BY REGION
                             (% of total net assets)


[BAR CHART]
                               SIT DEVELOPING MARKETS       MSCI Emerging
                                    GROWTH FUND           Markets Free Index
Pacific Basin                          49.9                      46.4
Latin America                          27.6                      32.2
Africa/Middle East                      7.5                      15.9
Europe                                  6.4                       5.6
Other Assets & Liabilities              8.6                       N/A


<TABLE>
<CAPTION>
                      AVERAGE ANNUAL TOTAL RETURNS*                             CUMULATIVE TOTAL RETURNS*
                      -----------------------------                             -------------------------
                                Morgan Stanley                                         Morgan Stanley  
                Developing      International       Lipper             Developing      International        Lipper       
                  Markets     Emerging Markets     Emerging              Markets     Emerging Markets      Emerging      
                Growth Fund      Free Index      Markets Index         Growth Fund      Free Index       Markets Index   
                -----------      ----------      -------------         -----------      ----------       -------------   
                                                                                                                         
<S>                <C>             <C>              <C>                   <C>              <C>               <C>         
  3 Months         7.67%           3.35%            4.86%                 7.67%            3.35%             4.86%       
     (unannualized)                                                                                                      
  1 Year          16.51            6.29            10.49                 16.51             6.29             10.49        
  Inception        4.98            2.26             4.22                 10.18             4.56              8.61        
    (7/1/94)                                                        
</TABLE>

* As of 6/30/96

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 EMERGING MARKETS FREE INDEX. THE LIPPER AVERAGES AND
INDICES ARE OBTAINED FROM LIPPER ANALYTICAL SERVICES, INC., A LARGE INDEPENDENT
EVALUATOR OF MUTUAL FUNDS.

[BAR CHART]
                         PORTFOLIO STRUCTURE - BY SECTOR
                            ( % of total net assets)

Utilities                    24.3
Consumer Non-Durables        13.5
Financial                     9.7
Retail                        9.7
Consumer Services             8.8
Multi-Industry                6.8
Technology                    6.4
Shelter                       5.1
Capital Goods                 4.4
Consumer Durables             2.7
Other Assets & Liabilities    8.6

[LINE GRAPH]
                               GROWTH OF $10,000

The sum of $10,000 invested at inception (7/1/94) and held until 6/30/96 would
have grown to $11,018 in the Fund or $10,456 in the Morgan Stanley Capital Int'l
Emerging Markets Free Index assuming reinvestment of all dividends and capital
gains.


SIT DEVELOPING MARKETS GROWTH FUND
PORTFOLIO OF INVESTMENTS - JUNE 30, 1996

10 LARGEST HOLDINGS

* Datacraft Asia Ltd.
* Banco Latinoamericano
* Multibras
* Tadiran Telecom, A.D.R.
* First Pacific
* President Enterprises, G.D.R.
* Nice Systems Ltd., A.D.R.
* Grammy Entertainment
* Portugal Telecom, A.D.R.
* Genting Berhad

Total number of holdings: 59

 

           QUANTITY    NAME OF ISSUER                        MARKET VALUE(1)
           --------    --------------                        ---------------
COMMON & PREFERRED STOCKS (90.6%)(2)
     AFRICA/ MIDDLE EAST (7.5%)
         ISRAEL (6.1%)
            14,700     Home Centers, A.D.R. (Retail) (3)        $    95,320
            11,000     Nice Systems Ltd., A.D.R.
                          (Utilities) (3)                           209,000
            14,000     Tadiran Telecom, A.D.R.
                          (Utilities) (3)                           224,000
                                                                    528,320
         SOUTH AFRICA (1.4%)
             9,800     Morgan Stanley Africa Investment
                          Fund (Multi-Industry)                     123,725
     ASIA (49.1%)
         HONG KONG (6.8%)
           164,000     China-Hong Kong Photo
                          (Consumer Services)                        93,751
            23,000     Citic Pacific Ltd. (Utilities)                93,001
           138,627     First Pacific Co. (Multi-Industry)           213,114
            18,500     Hutchison Whampoa (Multi-Industry)           116,391
           414,000     Nanjing Panda (Technology) (3)                71,133
                                                                    587,390
         INDONESIA (5.9%)
             2,800     Indosat, A.D.R. (Utilities)                   93,800
            28,000     PT Indofood Sukses (Consumer
                          Non-Durables) (5)                         126,316
           136,000     PT Dynaplast (Consumer
                          Non-Durables) (5)                         128,550
            37,000     PT Modern Photo (Consumer
                          Services) (5)                             158,969
                                                                    507,635
         KOREA (1.8%)
             4,200     Korea Electric Power (Utilities) (3)         101,850
               496     Samsung Electronics G.D.R., Bonus
                           Issue (Technology) (4)                     9,222
             1,648     Samsung Electronics, G.D.R.
                          (Technology) (4)                           41,260
                                                                    152,332
         MALAYSIA (4.5%)
            23,000     Genting Berhad (Consumer
                          Services)                                 179,796
            44,000     IJM Berhad Corp. (Capital Goods)              76,200
            48,000     Leader Universal Cables (Capital
                          Goods)                                    135,658
                                                                    391,654
         PHILIPPINES (7.5%)
            83,750     Ayala Land 'B' (Shelter)                     150,239
           215,500     DMCI Holdings, Inc. (Shelter) (3)            154,222
           353,000     JG Summit, Inc. (Multi-Industry)             132,038
             8,270     Manila Electric Company (Utilities)           86,803
             2,100     Philippine Long Distance, A.D.R.
                          (Utilities)                               122,062
                                                                    645,364
         SINGAPORE (10.9%)
            13,000     Cerebos Pacific Ltd. (Consumer
                          Non-Durables)                             117,009
            17,200     City Developments (Shelter)                  134,089
            61,000     Clipsal Industries (Capital Goods)(4)        171,410
           234,000     Datacraft Asia Ltd. (Technology)             252,720
           330,000     Informatics Holdings (Consumer
                          Services) (3)                             133,310
            14,000     United Overseas Bank (Financial)             133,948
                                                                    942,486
         TAIWAN (3.7%)
            10,262     President Enterprises, G.D.R.
                          (Consumer Non-Durables) (3) (4)           212,937
            14,280     Yageo, G.D.R. (Technology) (3)               111,027
                                                                    323,964
         THAILAND (8.0%)
             9,000     Advanced Info Services
                          (Technology)                              141,090
             8,000     Bangkok Bank (Financial)                     108,398
            14,000     Grammy Entertainment (Consumer
                          Services) (3)                             194,107
            22,700     Krung Thai Bank (Financial)                  106,401
            28,000     Siam Makro (Retail)                          143,375
                                                                    693,371
     EUROPE (6.4%)
         CZECH REPUBLIC (1.4%)
             1,000     SPT Telecom (Utilities) (3)                  121,658

         NETHERLANDS (2.0%)
             3,279     Ceteco Holdings, A.D.S.(Retail)(4)           178,410

         POLAND (0.8%)
           111,000     Pan Smak Pizza (Consumer
                          Non-Durables) (3) (5)                      66,669
         PORTUGAL (2.2%)
             7,100     Portugal Telecom, A.D.R.(Utilities)          186,375

     LATIN AMERICA (27.6%)
         ARGENTINA (1.5%)
             5,100     Banco de Galicia, A.D.R.
                          (Financial)                               131,963
         BRAZIL (12.1%)
           285,000     Brahma (Preferred) (Consumer
                          Non-Durables)                             170,009
             5,980     Cemig, A.D.R. (Utilities) (3) (4)            156,975
         5,600,000     Lojas Americanos (Preferred)
                          (Retail)                                  110,422
           178,000     Makro Brazil (Retail) (3)                    168,401
           174,000     Multibras (Preferred) (Consumer
                          Durables)                                 233,929
             1,000     Telebras, A.D.R. (Utilities)                  69,625
         2,250,000     Telecom Brasileiras, S.A.(Utilities)         132,201
                                                                  1,041,562
         CHILE (3.1%)
             4,300     Enersis, A.D.R. (Utilities)                  133,300
             5,000     Santa Isabel, A.D.S. (Retail)                138,750
                                                                    272,050
         MEXICO (2.5%)
             4,100     Grupo Casa Autrey, A.D.R.
                          (Consumer Non-Durables)                    88,150
             2,800     Panamerican Beverage, Inc.
                          (Consumer Non-Durables)                   125,300
                                                                    213,450
         PANAMA (2.7%)
             4,200     Banco Latinoamericano
                          (Financial)                               236,250

         PERU (5.7%)
           106,195     Backus & Johnston (Consumer
                          Non-Durables)                             134,320
             6,300     Credicorp, A.D.R. (Financial)                125,213
            48,050     Telefonos Del Peru - B (Utilities)(3)         97,555
            74,704     Tele 2000 (Utilities) (3)                    132,711
                                                                    489,799
Total common and preferred stocks
     (cost:  $6,601,289)                                          7,834,427

CONVERTIBLE BONDS (0.8%)
            50,000     United Microelectronics, 1.25%,
                          6/8/04 (Taiwan) (5)                        64,125
     (cost $83,350)

SHORT-TERM SECURITIES (7.5%)
           325,000     American General Finance,
                          5.38%, 7/3/96                             324,903
           325,000     Ford Motor Credit, 5.38%, 7/5/96             324,806
Total short-term securities
     (cost $649,709)                                                649,709

Total investments in securities
     (cost $7,334,348) (7)                                       $8,548,261


See accompanying notes to portfolios of investments on page 31.



SIT SMALL CAP GROWTH FUND REVIEW
JUNE 30, 1996

[PHOTO] EUGENE C. SIT, CFA
          SENIOR PORTFOLIO MANAGER

     The Sit Small Cap Growth Fund provided its investors with a total return of
+44.1% for the fiscal year ended June 30, 1996, surpassing the benchmark Russell
2000 Index's +23.9% advance. The Fund also outperformed the Lipper Small Company
Growth Index return of +30.3% and the Russell 2000 Growth Index return of
+26.5%.
     Stock selection in the technology sector, a key area of emphasis for the
Fund, contributed significantly to the Fund's outperformance. Stock selection in
the health care and financial services areas, as well as sector selection in the
business equipment and services groups, added to the Fund's positive returns.
Although portfolio weights in the technology and health care sectors were
trimmed modestly during the most recent quarter, we will continue to focus on
these sectors since they provide the greatest number of opportunities to augment
the portfolio's earnings growth potential.
     We believe our emphasis on small cap growth companies able to consistently
generate higher-than-average earnings growth will produce attractive long-term
results, although the market's enthusiasm for small cap stocks had spurred some
valuation concerns. We expect that the companies in the Fund's portfolio will
increase earnings on a weighted average basis by +38.7% in 1997 and by +29.6%
over the long term, vastly above comparable levels of expected earnings growth
for the market as a whole. At 19.1 times 1997 earnings, the Fund is presently
valued at significant discounts to both its near-term and long-term estimated
growth rates.
     Since June, the equity market has been in a corrective mode that has
measurably impacted the performance of small cap stocks, particularly those that
had recorded significant gains during the first half of the year. Although the
increased market volatility has generated investor concerns, we believe this is
an opportunity to capitalize on some compelling growth opportunities at
relatively attractive valuations. We feel that our commitment to our
growth-oriented investment philosophy will reward investors over the
intermediate to long term based on the outstanding long-term growth prospects of
the companies in the Fund's portfolio.

                       INVESTMENT OBJECTIVE AND STRATEGY

     The objective of the Sit 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 6/30/96:  $19.27 Per Share                          
                   6/30/95:  $13.49 Per Share
          Total Net Assets:  $50.85 Million


[BAR CHART]
                              PORTFOLIO STRUCTURE
                            (% of total net assets)

Technology                         27.3
Health Care                        22.6
Financial                          11.8 
Consumer Services                   9.9
Business Equipment & Services       8.9
Energy                              4.5
Capital Goods                       2.7
Retail                              2.2
Transportation                      2.0
Utilities                           1.5
Other Assets & Liabilities          6.6


<TABLE>
<CAPTION>
                        AVERAGE ANNUAL TOTAL RETURNS*                     CUMULATIVE TOTAL RETURNS*
                        -----------------------------                     -------------------------
                                                    Lipper                                               Lipper     
                 Small Cap      Russell 2000       Small Co.         Small Cap      Russell 2000        Small Co.   
                Growth Fund         Index           Growth          Growth Fund         Index            Growth     
                -----------         -----           ------          -----------         -----            ------     
<S>               <C>              <C>              <C>               <C>               <C>               <C>       
  3 Months        11.13%           5.00%            8.12%             11.13%            5.00%             8.12%     
     (unannualized)                                                                                                 
  1 Year          44.13           23.89            30.27              44.13            23.89             30.27      
  Inception       39.92           21.84            28.14              95.43            48.29             64.10      
    (7/1/94)                                                     

</TABLE>

* As of 6/30/96


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.


[LINE GRAPH]
                               GROWTH OF $10,000

The sum of $10,000 invested at inception (7/1/94) and held until 6/30/96 would
have grown to $19,543 in the Fund or $14,829 in the Russell 2000 Index assuming
reinvestment of all dividends and capital gains.

     10 LARGEST HOLDINGS

* American Radio Systems Corp.
* HCIA, Inc.
* Cycare Systems, Inc.
* Commodore Applied Technologies, Inc.
* BDM International, Inc.
* HA-LO Industries, Inc.
* Anadigics, Inc.
* Technomatic Technologies, Ltd.
* Transaction Network Services, Inc.
* Regeneron Pharmaceuticals, Inc.

  Total number of holdings: 65


SIT SMALL CAP GROWTH FUND
PORTFOLIO OF INVESTMENTS - JUNE 30, 1996


           QUANTITY    NAME OF ISSUER                        MARKET VALUE(1)
           --------    --------------                        ---------------
COMMON STOCKS (93.4%) (2)
     BUSINESS EQUIPMENT & SERVICES (8.9%)
           238,000     Commodore Applied
                          Technologies, Inc. (3)                 $1,323,875
           238,000     Commodore Applied
                          Technologies, Inc.,
                          (warrants) (3)                            416,500
            27,000     Dendrite International, Inc. (3)             931,500
            17,500     Employee Solutions, Inc. (3)                 551,250
             4,500     On Assignment, Inc. (3)                      167,625
            52,500     Transaction Network Services,
                           Inc. (3)                               1,128,750
                                                                  4,519,500
     CAPITAL GOODS (2.7%)
            12,500     Molten Metal Technology, Inc. (3)            368,750
            47,500     Rohr Industries, Inc. (3)                    991,563
                                                                  1,360,313
     CONSUMER SERVICES (9.9%)
            37,000     American Radio Systems
                           Corp. (3)                              1,591,000
            30,000     Central European Media
                          Enterprises, Ltd. (3)                     750,000
            20,000     Chancellor Broadcasting
                          Class A (3)                               625,000
            47,250     HA-LO Industries, Inc. (3)                 1,228,500
            15,000     Heritage Media Corp. (3)                     598,125
            14,000     York Group, Inc. (The)                       241,500
                                                                  5,034,125
     ENERGY (4.5%)
            14,500     Newfield Exploration Co. (3)                 563,688
            18,500     Newpark Resources, Inc. (3)                  679,875
            32,000     Oceaneering International, Inc. (3)          484,000
            30,000     Swift Energy Co. (3)                         540,000
                                                                  2,267,563
     FINANCIAL (11.8%)
         FINANCIAL SERVICES (5.5%)
            35,000     Community First Bankshares, Inc.             822,500
            28,000     Imperial Credit Industries, Inc.  (3)        847,000
            18,375     Provident Bankshares Corp.                   606,375
            10,500     Queens County Bankcorp, Inc.                 514,500
                                                                  2,790,375
         INSURANCE (6.3%)
            18,500     Allied Group, Inc.                           804,750
            22,000     Amerin Corp. (3)                             588,500
             8,300     CMAC Investment Corp.                        477,250
            51,000     Crop Growers Corp. (3)                       484,500
            36,000     Dignity Partners, Inc. (3)                   333,000
            17,200     Meadowbrook Insurance Group                  528,900
                                                                  3,216,900
     HEALTH CARE (22.6%)
         BIOTECHNOLOGY/ PHARMACEUTICALS (6.6%)
            43,500     Collaborative Clinical Research,
                           Inc. (3)                                 505,688
            14,000     Dura Pharmaceuticals, Inc. (3)               784,000
            63,500     Genzyme Corp. - "Tissue
                          Repair" (3)                               746,125
            30,000     Life Medical Sciences, Inc. (3)              262,500
            62,000     Regeneron Pharmaceuticals,
                           Inc. (3)                               1,077,250
                                                                  3,375,563
         MEDICAL EQUIPMENT/ SUPPLIES (6.5%)
            22,000     Cantel Industries, Inc. (3)                  176,000
            42,000     FemRx Inc. (3)                               454,125
            29,000     I-Stat Corp. (3)                             547,375
           181,000     Innerdyne, Inc. (3)                          724,000
            12,000     InControl, Inc. (3)                          141,000
            46,500     Neuromedical Systems, Inc. (3)               697,500
            43,000     Resound Corp. (3)                            548,250
                                                                  3,288,250
         MEDICAL FACILITIES MANAGEMENT (9.5%)
            25,500     Cycare Systems, Inc. (3)                   1,329,188
            57,500     GMIS, Inc. (3)                               690,000
            21,500     HCIA, Inc. (3)                             1,354,500
            48,000     Physician Computer Network,
                           Inc. (3)                                 555,000
            28,500     Sierra Health Services, Inc. (3)             897,750
                                                                  4,826,438
     RETAIL (2.2%)
            16,500     Apple South, Inc.                            441,375
            28,500     Sonic Corp. (3)                              691,125
                                                                  1,132,500
     TECHNOLOGY (27.3%)
         COMPUTER RELATED (1.3%)
             9,200     Electronics For Imaging, Inc. (3)            638,250

         COMPUTER SOFTWARE/ SERVICES (16.4%)
            28,000     Alternative Resources Corp. (3)            1,029,000
            16,500     Aspen Technology, Inc. (3)                   907,500
            27,900     BDM International, Inc. (3)                1,297,350
            20,500     Business Objects, S. A., A.D.R.(3)           825,125
            66,500     Datalogix International, Inc. (3)            482,125
            10,500     Legato Systems, Inc. (3)                     577,500
            69,000     Novadigm, Inc. (3)                         1,035,000
            63,000     Scopus Technology (3)                        976,500
            63,500     Technomatix Technologies,
                          Ltd.(3)                                 1,206,500
                                                                  8,336,600
         SEMICONDUCTORS & RELATED (3.4%)
            49,500     Integrated Process Equipment
                          Corp. (3)                               1,027,125
            20,000     Uniphase Corp. (3)                           710,000
                                                                  1,737,125
         TELECOMMUNICATIONS & EQUIPMENT (6.2%)
            41,500     Anadigics, Inc. (3)                        1,208,688
            51,000     Arch Communications Group,
                           Inc. (3)                                 949,875
            26,500     Colonial Data Technologies
                           Corp. (3)                                394,188
            25,000     Intelcom Group, Inc. (3)                     625,000
                                                                  3,177,751
     TRANSPORTATION (2.0%)
            46,500     ABC Rail Products Corp. (3)                1,005,560

     UTILITIES (1.5%)
            37,000     Tel-Save Holdings, Inc. (3)                  786,250

Total common stocks
     (cost: $37,628,071)                                         47,493,063

SHORT-TERM SECURITIES (10.4%)
           673,000     American Express Credit
                          Corp., 5.29%, 7/2/96                      672,901
           310,000     American General Financial
                          Corp., 5.38%, 7/8/96                      309,676
                       Ford Motor Credit Corp.:
           948,000        5.33%, 7/3/96                             947,720
           700,500        5.41%, 7/9/96                             699,659
           652,000     IBM Corp., 5.35%, 7/1/96                     652,000
           990,000     Norwest Financial Corp., 5.36%,
                           7/5/96                                   989,412
           509,000     General Electric Capital Corp.,
                           5.38%, 7/5/96                            508,696
           510,000     Sit Money Market Fund,
                          5.10%(6)                                  510,000
Total short-term securities
     (cost: $5,290,064)                                           5,290,064

Total investments in securities
     (cost: $42,918,135) (7)                                    $52,783,127

See accompanying notes to portfolios of investments on page 31.

SIT INTERNATIONAL GROWTH FUND REVIEW
JUNE 30, 1996

[PHOTO] EUGENE C. SIT, CFA           
           SENIOR PORTFOLIO MANAGER  
        ANDREW B. KIM, CFA           
           SENIOR PORTFOLIO MANAGER  

     The Sit International Growth Fund's investment return for the year ended
June 30, 1996 was +10.2% compared to the EAFE index return of +13.3%. The Fund's
underperformance was attributable to a lower allocation to Europe which was up
+15.2%. Additionally, stock selection in Japan lagged the Index as cyclical
stocks outperformed growth stocks during the period.
     With four consecutive quarters of solid GDP growth, the outlook for Japan
is favorable. Exports should continue to improve due to the weaker yen and
should be accompanied by firmer growth in consumption and housing. Additionally,
the Bank of Japan continues to keep short-term interest rates at their extremely
low levels. Thus, non-financial corporate profit growth should increase nearly
+20% for fiscal year 1996.
     Outside Japan, Asian monetary authorities are preparing to ease by cutting
interest rates and increasing money supply growth in view of the constrained
state of inflation and the evidence of moderate economic growth. We continue to
believe that the greater China markets (Taiwan and Hong Kong) will be important
beneficiaries of China's easing of credit policy. We also look for a substantial
recovery in the depressed stock markets of Korea and Thailand.
     In Europe, we believe several long-term secular trends will have
significant positive portfolio implications. First, companies are in the infant
stages of reforming their pay-as-you-go pension plans, which will lead to
greater demand for equities. Second, certain European governments have embarked
on privatization programs which should further the cause for increased
competitiveness. Finally, currently listed companies are beginning to focus on
enhancing shareholder value.
     In light of these changes, we are increasing the Fund's European allocation
to 45%, with corresponding decreases in selected Asian holdings. We remain
underweighted in Japan while still overweighted in the Pacific Basin markets.

                       INVESTMENT OBJECTIVE AND STRATEGY

     The objective of the Sit 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    6/30/96:  $16.29 Per Share                          
                   6/30/95:  $15.71 Per Share
          Total Net Assets:  $88.71 Million

                         PORTFOLIO STRUCTURE - BY REGION
                            ( % of total net assets)

[BAR CHART]
                                 SIT INTERNATIONAL       Morgan Stanley
                                    GROWTH FUND           EAFE Index
Japan                                  27.0                  39.7
Pacific Basin                          25.0                  10.4
Other Europe                           18.5                  20.5
France, Germany & UK                   16.7                  29.4
Latin America                           5.2                   0.0
Africa/Middle East                      0.7                   0.0
Other Assets & Liabilities              6.9                   N/A


<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   
                  -----------     ----------       ----------     -----------       ----------      ----------   
<C>                  <C>             <C>              <C>            <C>               <C>            <C>        
3 Months             2.84%           1.58%            3.88%          2.84%             1.58%          3.88%      
   (unannualized)                                                                                                
1 Year              10.21           13.28            16.44          10.21             13.28          16.44       
3 Years             14.19           10.45            12.91          48.90             34.73          43.94       
Inception           13.31            8.49            10.90          79.04             46.22          62.03       
  (11/1/91)                                                  
                                              

</TABLE>

* As of 6/30/96

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.

                         PORTFOLIO STRUCTURE - BY SECTOR
                             (% of total net assets)

[BAR CHART]

Utilities                          17.5
Financial                          12.6
Health Care                        10.1
Consumer Services                  10.0
Retail                              9.8
Technology                          6.7
Multi-Industry                      6.2
Consumer Non-Durables               6.0
Business Equip. & Services          4.6
Capital goods                       3.9
Miscellaneous                       3.6
Transportation                      2.1
Other Assets & Liabilities          6.9


                               GROWTH OF $10,000

[LINE GRAPH]

The sum of $10,000 invested at inception (11/1/91) and held until 6/30/96 would
have grown to $17,904 in the Fund or $14,622 in the Morgan Stanley EAFE Index
assuming reinvestment of all dividends and capital gains.


SIT INTERNATIONAL GROWTH FUND
PORTFOLIO OF INVESTMENTS - JUNE 30, 1996

10 LARGEST HOLDINGS

* Aegon N.V., A.D.R.
* Carrefour
* Gehe AG
* Canon, Inc., A.D.R.
* Reuters Holdings, p.l.c., A.D.S.
* Societe Generale de Surveillance
* First Pacific Co.
* Hutchison Whampoa
* Wolters Kluwer
* Secom Co.

Total number of holdings:  71

         QUANTITY      NAME OF ISSUER                        MARKET VALUE(1)
         --------      --------------                        ---------------

COMMON & PREFERRED STOCKS (92.2%)(2)
     AFRICA/MIDDLE EAST (0.7%)
         ISRAEL (0.7%)
            41,000     Tadiran Telecom Corp, A.D.R.
                          (Utilities) (3)                        $  656,000
     ASIA (51.1%)
         AUSTRALIA (1.7%)
           192,416     News Corp. Ltd. (Preferred)
                          (Consumer Services)                       937,503
           167,183     Village Roadshow Ltd.
                          (Consumer Services)                       584,645
                                                                  1,522,148
         HONG KONG (6.3%)
            84,200     Concordia Paper, A.D.R.
                          (Raw Materials) (3)                       599,925
           318,000     Citic Pacific Ltd. (Multi-Industry)        1,285,844
         1,224,000     First Pacific Co. (Multi-Industry)         1,881,678
           296,000     Hutchison Whampoa
                          (Multi-Industry)                        1,862,248
                                                                  5,629,695
         INDONESIA (2.0%)
            30,500     Indosat, A.D.R. (Technology)               1,021,750
           170,000     PT Modern Photo (Consumer
                          Services) (5)                             730,397
                                                                  1,752,147
         JAPAN (27.0%)
            40,100     AFLAC, Inc. (Financial)                    1,197,987
            27,000     Amway Japan Ltd. (Consumer
                          Non-Durables)                           1,357,404
            13,400     Amway Japan, A.D.R. (Consumer
                          Non-Durables)                             333,325
             8,300     Autobacs Seven (Retail)                      804,205
           109,000     Banyu Pharmaceutical
                          (Health Care)                           1,544,333
            20,100     Canon, Inc., A.D.R. (Business
                          Equipment & Service)                    2,095,425
               161     DDI Corp. (Utilities)                      1,406,910
             6,000     Ito Yokado A.D.R. (Retail)                 1,446,000
            23,000     Mabuchi Motor (Capital Goods)              1,467,459
            65,000     Matsushita Kotobuki (Technology)           1,699,269
            27,000     Murata Manufacturing Co., Ltd.
                          (Capital Goods)                         1,024,223
                82     Nippon Telephone & Telegraph
                          (Utilities)                               608,629
            77,000     Nomura Securities (Financial)              1,506,216
                38     NTT Data Communications
                          Systems Co. (Utilities)                 1,139,305
            47,300     Rinnai Corp. (Consumer Durables)           1,124,132
            50,600     Santen Pharmaceutical
                          (Health Care)                           1,179,433
            26,000     Secom Co. (Consumer Services)              1,720,658
            23,600     Seven Eleven Japan (Retail)                1,507,898
            16,300     Sony Music Entertainment
                          (Consumer Non-Durables)                   759,872
                                                                 23,922,683
         KOREA (1.3%)
            18,500     Kookmin Bank (Financial)                     342,086
            17,010     Housing and Commercial Bank
                          (Financial) (3)                           396,313
            11,865     Samsung Electronics G.D.R.
                          (Technology) (4)                          300,281
             7,101     Samsung Electronics G.D.R.,
                          Bonus Issue (Technology) (4)              130,758
                                                                  1,169,438
         MALAYSIA (2.4%)
           152,500     Genting Berhad (Consumer
                          Services)                               1,192,123
           540,000     IJM Berhad Corp. (Capital Goods)             935,177
                                                                  2,127,300
         PHILIPPINES (1.6%)
           135,290     Manila Electric Co. (Utilities)            1,420,029
         NEW ZEALAND (1.7%)
            23,100     Telecom Corp. New Zealand,
                          A.D.R. (Utilities)                      1,541,925
         SINGAPORE (2.4%)
           185,000     City Developments (Shelter)                1,442,240
            72,500     United Overseas Bank (Financial)             693,657
                                                                  2,135,897
         TAIWAN (2.3%)
            50,909     President Enterprises, G.D.R.
                          (Consumer Non-Durables)(3)(4)           1,056,362
           121,800     Yageo, G.D.R. (Technology)                   946,995
                                                                  2,003,357
         THAILAND (2.4%)
            55,000     Advanced Info Services (Utilities)           862,218
            95,000     Bangkok Bank (Financial)                   1,287,222
                                                                  2,149,440
     EUROPE (35.2%)
         FRANCE (5.4%)
             3,765     Carrefour (Retail)                         2,110,757
             5,900     Cetelem (Financial)                        1,326,977
            10,200     Christian Dior (Retail)                    1,328,473
                                                                  4,766,207
         GERMANY (5.7%)
            37,200     Bayer, A.G. (Health Care)                  1,314,898
             3,125     Gehe, A.G. (Health Care)                   2,100,253
            30,000     Veba A.G. (Utilities)                      1,595,436
                                                                  5,010,587
         ITALY (1.7%)
           661,000     Telecom Italia Mobile Spa
                          (Utilities) (3)                         1,477,999
         NETHERLANDS (6.4%)
            52,614     Aegon, N.V., A.D.R. (Financial)            2,426,812
            13,209     Nutricia (Consumer Non-Durables)           1,397,980
            16,228     Wolters Kluwer (Consumer
                          Services)                               1,845,024
                                                                  5,669,816
         POLAND (0.5%)
         1,245,113     International UNP Holdings Ltd.
                          (Multi-Industry) (3) (4) (5)              456,002
         SPAIN (1.8%)
            25,300     Empresa Nacional De
                          Electricidad, A.D.R. (Utilities)        1,584,412
         SWEDEN (2.7%)
            32,000     Astra "B" Free (Health Care)               1,396,768
            48,400     L.M. Ericsson Telephone Co.
                          (Technology)                            1,040,600
                                                                  2,437,368
         SWITZERLAND (5.4%)
               186     Roche Holdings, A.G.
                          (Health Care)                           1,420,296
               795     Societe Generale de Surveillance
                          (Transportation)                        1,904,820
             5,460     Zurich Insurance (Financial)               1,489,488
                                                                  4,814,604
         UNITED KINGDOM (5.6%)
            69,000     Electrocomponents, p.l.c.
                          (Consumer Services)                       409,159
           152,935     Powergen, p.l.c. (Utilities)               1,114,881
           230,000     Rentokil Group, p.l.c.
                          (Consumer Services)                     1,460,389
            27,800     Reuters Holdings p.l.c., A.D.S.
                          (Business Equip. & Service)             2,015,500
                                                                  4,999,929
     LATIN AMERICA (5.2%)
         BRAZIL (1.4%)
        33,300,000     Lojas Americanos (Retail)                    656,615
         9,500,000     Telecom Brasileiras,S.A.(Utilities)          558,184
                                                                  1,214,799
         CHILE (1.9%)
            25,500     Enersis, A.D.R. (Utilities)                  790,500
            31,000     Santa Isabel, A.D.R. (Retail) (3)            860,250
                                                                  1,650,750
         MEXICO (0.5%)
            10,400     Panamerican Beverage, Inc.
                          (Consumer Non-Durables)                   465,400
         PANAMA (0.5%)
             8,000     Banco Latinoamericano
                          (Financial)                               450,000
         PERU (0.9%)
           382,600     Telefonos Del Peru - B (Utilities)           776,773

Total common and preferred stocks
     (cost:  $63,031,686)                                        81,804,705

CONVERTIBLE BONDS (0.9%)
           590,000     United Microelectronics, 1.25%,
                          6/8/04 (Taiwan) (5)                       756,675
     (cost:  $955,056)

SHORT TERM SECURITIES (6.7%)
         1,021,000     American Express Credit. 5.29%,
                          7/1/96                                  1,021,000
           728,000     American General Corp., 5.38%,
                           7/5/96                                   727,566
         1,868,000     Ford Motor Credit Co., 5.33%,
                          7/2/96                                  1,867,724
           940,000     General Electric Cap. Corp.,
                          5.36%, 7/8/96                             939,022
           858,000     Norwest Financial, 5.36%, 7/3/96             857,745
           510,000     Sit Money Market Fund, 5.10%(6)              510,000
Total short-term securities
     (cost:  $5,923,057)                                          5,923,057

Total investments in securities
     (cost:  $69,909,799) (7)                                   $88,484,437


         See accompanying notes to portfolios of investments on page 31.

SIT GROWTH FUND REVIEW
JUNE 30, 1996

[PHOTO] EUGENE C. SIT, CFA
           SENIOR PORTFOLIO MANAGER
        ERIK S. ANDERSON, CFA
           PORTFOLIO MANAGER
        
     The Sit Growth Fund ended the fiscal year on a strong note, providing
investors with a total return of +33.0%. During this twelve-month period, the
Fund outperformed its broad market benchmark indices, including the +27.0% gain
by the NASDAQ Composite and the +26.0% increase in the S&P 500 Index. The Fund
also outperformed mid cap stocks as shown by the +21.6% gain in the S&P Midcap
400 Index, a widely recognized measure of medium-sized company performance.
     Stock selection in the health care and technology sectors were the primary
contributors to the Fund's outperformance during the past twelve months. In
particular, companies providing productivity-enhancing tools to corporate
markets and the health care industry recorded strong earnings increases which
led to strong performance for the year. The Fund continues to emphasize these
two sectors as its primary avenues for obtaining superior earnings growth
through its investments in networking, software and health care information
systems and services companies. The Fund's overweight position in financial
services issues and its underweight in raw materials stocks also factored
positively in the Fund's performance.
     The Fund remains focused on companies with prospects for superior long-term
earnings growth. We estimate that the companies in the Fund's portfolio will
generate weighted average earnings increases of +32.3% in 1996 and +30.7% in
1997, considerably higher than the estimated earnings growth of the market as a
whole. Additionally, more than 80% of the Fund's portfolio is currently invested
in stocks that are estimated to produce long-term earnings growth of better than
16%. In light of the Fund's valuation at 28.5 times 1996 estimates and 20.8
times 1997 estimates, it is currently valued at an average 22% discount to its
near-term growth rates.
     Although near-term volatility has increased, there are a number of growth
companies valued at levels we find attractive. We remain solidly committed to
our growth-oriented investment philosophy and believe that the Fund's investors
will ultimately be rewarded by the outstanding growth prospects of the companies
in the Fund's portfolio.

                       INVESTMENT OBJECTIVE AND STRATEGY

      The objective of the Sit 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 6/30/96: $  15.58 Per Share                         
                   6/30/95: $  13.00 Per Share
          Total Net Assets: $ 356.32 Million

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

Technology                         28.8
Health Care                        17.2
Business Equipment & Services      14.5
Financial                          12.7
Energy                              6.3
Consumer Services                   4.3
Retail                              3.0
Capital Goods                       2.9
Consumer Durables                   1.8
Utilities                           1.6
Raw Materials                       1.0
Other Assets & Liabilities          5.9


<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  
                  ----       ---------------      ---------            ----       ---------------      ---------  
<S>               <C>              <C>              <C>                <C>            <C>               <C>       
  3 Months        5.34%            7.59%            4.49%              5.34%          7.59%             4.49%     
     (unannualized)                                                                                               
  1 Year         33.00            26.95            26.00              33.00          26.95             26.00      
  5 Years        16.03            20.02            15.73             110.32         149.00            107.58      
  10 Years       13.61            11.32            13.81             258.22         192.23            264.68      
  Inception      19.21            14.62            17.18           1,035.73         560.18            795.52      
    (9/2/82)                                                    

</TABLE>

*  As of 6/30/96

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

The sum of $10,000 invested at inception (9/2/82) and held until 6/30/96 would
have grown to $113,573 in the Fund or $66,018 in the NASDAQ OTC Composite Index
assuming reinvestment of all dividends and capital gains.


    10 LARGEST HOLDINGS

* Parametric Technology, Inc.
* HBO & Co.
* Peoplesoft, Inc.
* Oxford Health Plans, Inc.
* TCF Financial Corp.
* Ceridian Corp.
* MGIC Investment Corp.
* 3Com Corp.
* Healthsouth Rehabilitation Corp.
* Mercury General Corp.

Total number of holdings:  63

SIT GROWTH FUND
PORTFOLIO OF INVESTMENTS - JUNE 30, 1996

          QUANTITY     NAME OF ISSUER                        MARKET VALUE(1)
          --------     --------------                        ---------------

COMMON STOCKS (94.1%) (2)
     BUSINESS EQUIPMENT & SERVICE (14.5%)
            62,500     CDI Corp. (3)                            $ 2,109,375
            48,500     Career Horizons, Inc. (3)                  1,697,500
           207,100     Ceridian Corp. (3)                        10,458,550
            48,500     Computer Sciences Corp. (3)                3,625,375
            24,400     Corestaff, Inc. (3)                        1,091,900
           148,000     Danka Business Systems,
                           Inc., A.D.R.                           4,329,000
           150,000     Dendrite International, Inc. (3)           5,175,000
           240,100     Fiserv, Inc. (3)                           7,203,000
            41,000     Interim Services, Inc. (3)                 1,763,000
            78,500     National Data Corp.                        2,688,625
           160,500     Office Depot, Inc. (3)                     3,270,187
           171,000     Paychex, Inc.                              8,229,375
                                                                 51,640,887
     CAPITAL GOODS (2.9%)
           114,800     Crane Co.                                  4,706,800
           151,000     Sundstrand Corp.                           5,530,375
                                                                 10,237,175
     CONSUMER DURABLES (1.8%)
           159,500     Harley-Davidson, Inc.                      6,559,437
     CONSUMER SERVICES (4.3%)
           158,200     Loewen Group, Inc.                         4,785,550
            94,500     Promus Hotel Corp. (3)                     2,799,562
           247,500     Stewart Enterprises, Inc.                  7,734,375
                                                                 15,319,487
     ENERGY (6.3%)
           111,500     Camco International, Inc.                  3,777,063
           224,500     Parker & Parsley Petroleum Co.             6,229,875
           123,000     Petroleum Geo-Services,
                           A.D.R. (3)                             3,490,125
           121,700     Sonat Offshore Drilling, Inc.              6,145,850
            58,000     Triton Energy Corp. (3)                    2,820,250
                                                                 22,463,163
     FINANCIAL (12.7%)
         BANKING (3.1%)
           330,000     TCF Financial Corp.                       10,972,500
         FINANCIAL SERVICES (3.3%)
           116,300     Green Tree Financial Corp.                 3,634,375
           266,000     T. Rowe Price & Associates                 8,179,500
                                                                 11,813,875
         INSURANCE (6.3%)
            67,800     CMAC Investment Corp.                      3,898,500
           205,000     Mercury General Corp.                      8,968,750
           170,000     MGIC Investment Corp.                      9,541,250
                                                                 22,408,500
     HEALTH CARE (17.2%)
         BIOTECHNOLOGY/PHARMACEUTICALS (4.4%)
           120,000     Biogen, Inc. (3)                           6,585,000
           194,600     Cephalon, Inc. (3)                         3,843,350
            91,000     Elan Corp., p.l.c., A.D.R. (3)             5,198,375
                                                                 15,626,725
         MEDICAL EQUIPMENT/SUPPLIES (0.4%)
            52,000     Sofamor Danek Group, Inc. (3)              1,443,000

         MEDICAL FACILITIES MANAGEMENT (12.4%)
           231,000     Cerner Corp. (3)                           4,937,625
           202,000     HBO & Co.                                 13,685,500
            28,500     HCIA, Inc. (3)                             1,795,500
           254,000     HEALTHSOUTH Rehabilitation
                           Corp. (3)                              9,144,000
            44,100     Medic Computer Systems,
                           Inc.  (3)                              3,577,612
           271,500     Oxford Health Plans, Inc. (3)             11,165,438
                                                                 44,305,675
     RAW MATERIALS (1.0%)
            91,500     IMC Global, Inc.                           3,442,688

     RETAIL (3.0%)
           196,500     Kohls Corp. (3)                            7,196,813
            75,600     PETsMART, Inc. (3)                         3,609,900
                                                                 10,806,713
     TECHNOLOGY (28.8%)
         COMPUTER RELATED (4.7%)
           202,000     3Com Corp. (3)                             9,241,500
            84,500     Electronics For Imaging, Inc. (3)          5,862,187
           123,000     Madge N.V. (3)                             1,783,500
                                                                 16,887,187
         COMPUTER SOFTWARE/SERVICES (14.1%)
            21,800     Aspen Technology, Inc. (3)                 1,199,000
           139,000     Baan Co N.V.  (3)                          4,726,000
           160,000     Business Objects, S. A.,A.D.R.(3)          6,440,000
           121,500     Hyperion Software, Inc. (3)                1,503,562
           123,000     Informix Corp. (3)                         2,767,500
            85,500     Intuit, Inc. (3)                           4,039,875
            37,500     Legato Systems, Inc. (3)                   2,062,500
           332,000     Parametric Technology, Inc. (3)           14,400,500
           184,500     Peoplesoft, Inc. (3)                      13,145,625
                                                                 50,284,562
         SEMICONDUCTORS & RELATED (4.7%)
           288,500     Analog Devices, Inc. (3)                   7,356,750
           138,000     KLA Instruments Corp. (3)                  3,208,500
           190,500     Xilinx, Inc. (3)                           6,048,375
                                                                 16,613,625
         TELECOMMUNICATIONS & EQUIPMENT (5.3%)
            55,500     ADC Telecommunications,
                          Inc.(3)                                 2,497,500
           121,000     Cellular Communications,
                           Inc. (3)                               6,428,125
           214,500     Paging Network, Inc. (3)                   5,148,000
            59,500     Picturetel Corp. (3)                       2,342,813
            43,500     Premisys Communications,
                           Inc. (3)                               2,653,500
                                                                 19,069,938
     UTILITIES (1.6%)
           176,500     LCI International, Inc. (3)                5,537,688

 Total common stocks
     (cost:  $225,044,538)                                      335,432,825

 SHORT-TERM SECURITIES (4.9%)
         5,000,000     Bellsouth Telecom, 5.40%,
                          7/3/96                                  4,998,500
                       Ford Motor Credit Co.:
         3,000,000        5.33%, 7/1/96                           3,000,000
         3,136,000        5.33%, 7/2/96                           3,135,536
         5,929,000     General Electric Capital Corp.,
                          5.36%, 7/5/96                           5,925,476
           510,000     Sit Money Market Fund,
                          5.10% (6)                                 510,000

 Total short-term securities
     (cost:  $17,569,512)                                        17,569,512

Total investments in securities
     (cost: $242,614,050) (7)                                  $353,002,337


         See accompanying notes to portfolios of investments on page 31.


SIT GROWTH & INCOME FUND REVIEW
JUNE 30, 1996

[PHOTO] PETER L. MITCHELSON, CFA    
           SENIOR PORTFOLIO MANAGER 
        RONALD D. SIT, CFA          
           PORTFOLIO MANAGER                                             

     The Sit Growth & Income Fund posted a strong performance during the fiscal
year ended June 30, 1996. The Fund's total return of +24.5% compared favorably
with the +22.1% return of the Lipper Growth & Income Index. Despite a strong
performance in the most recent quarter, the Fund lagged the S&P 500 Index for
the year due to weakness in some technology stocks during the fourth calendar
quarter of 1995.
     As of June 30, 1996, the Growth & Income Fund was 94% invested in equities,
an increase of four percentage points compared to the end of the previous
quarter. Significant industry weighting increases included technology, where we
added U.S. Robotics, Ascend Communications, Analog Devices and Stratacom;
business equipment and services, where we made an entry into the independent
staffing business; and capital goods, where we acquired positions in General
Electric, Sundstrand Corporation and Tyco International. Reductions occurred in
health care, where we trimmed positions in Pfizer, Amgen, Stryker and United
Healthcare, as well as in financial services, where partial sales were made of
Federal Home Loan Mortgage, American International Group and Citicorp. The first
two of these sectors, in particular, provide very significant exposure to major
companies that are achieving very strong earnings growth.
     We believe the relative attractiveness of companies with strong and
predictable earnings growth rates will stand out as the economy slows in coming
quarters and have positioned the Growth & Income Fund accordingly. Assets in the
Fund totaled $53.0 million at the end of June, up from $45.2 million a year ago.
We appreciate shareholders' continued confidence and participation.
 
                       INVESTMENT OBJECTIVE AND STRATEGY

     The objective of the Sit Growth & Income Fund is to achieve long-term
capital appreciation and, secondarily, current income. The Fund pursues this
objective by investing primarily in common stocks of medium to large size growth
companies. As of June 30, 1996, the Fund was invested exclusively in such
securities.

                               PORTFOLIO SUMMARY

   Net Asset Value 6/30/96:  $32.75 Per Share                          
                   6/30/95:  $28.38 Per Share
          Total Net Assets:  $53.02 Million


                              PORTFOLIO STRUCTURE
                            (% of total net assets)

[BAR CHART]

Technology                         24.7
Health Care                        15.3
Financial                          10.8 
Consumer Non-Durables               9.6
Business Equip. & Services          9.4
Retail                              4.6
Energy                              4.4
Consumer Services                   4.3
Capital Goods                       4.2
Raw Materials                       2.6
Multi-Industry                      1.5
Consumer Durables                   1.3
Utilities                           1.1
Other Assets & Liabilities          6.2


<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        6.84%            2.77%            4.49%          6.84%             2.77%           4.49%      
     (unannualized)                                                                                             
  1 Year         24.48            22.12            26.00          24.48             22.12           26.00       
  5 Years        14.56            14.88            15.73          97.28            100.09          107.58       
  10 Years       11.77            12.25            13.81         204.34            217.58          264.68       
  Inception      14.94            15.59            17.18         585.89            641.44          795.52       
    (9/2/82)                                                  

</TABLE>

* As of 6/30/96

     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]

The sum of $10,000 invested at inception (9/2/82) and held until 6/30/96 would
have grown to $68,589 in the Fund, $74,144 in the Lipper Growth & Income Fund
Index or $89,552 in the S&P 500 Index assuming reinvestment of all dividends and
capital gains. Total number of holdings: 74 


  10 LARGEST HOLDINGS

* Cisco Systems, Inc.
* Microsoft Corp.
* First Data Corp.
* Philip Morris Cos., Inc.
* Johnson & Johnson
* Pfizer, Inc.
* Coca Cola Co.
* Amgen, Inc.
* Oracle Systems Corp.
* Gillette Co. (The)


Total number of holdings: 74

SIT GROWTH & INCOME FUND
PORTFOLIO OF INVESTMENTS - JUNE 30, 1996


          QUANTITY     NAME OF ISSUER                        MARKET VALUE(1)
          --------     --------------                        ---------------

COMMON STOCKS (93.8%) (2)
     BUSINESS EQUIPMENT & SERVICES (9.4%)
            20,500     Ceridian Corp. (3)                        $1,035,250
             7,000     Computer Sciences Corp. (3)                  523,250
            14,500     Danka Business Systems p.l.c,
                          A.D.R.                                    424,125
             9,000     Electronic Data Systems Corp.                483,750
            17,000     First Data Corp.                           1,353,625
             7,000     Manpower, Inc.                               274,750
             9,000     Olsten Corp. (The)                           264,375
            12,750     Paychex, Inc.                                613,594
                                                                  4,972,719
     CAPITAL GOODS (4.2%)
            10,500     General Electric Co.                         908,250
            12,500     Owens Corning Corp. (3)                      537,500
            14,500     Sundstrand Corp.                             531,063
             7,000     Tyco International Ltd.                      285,250
                                                                  2,262,063
     CONSUMER DURABLES (1.3%)
             6,500     AutoZone, Inc. (3)                           225,875
            11,500     Harley-Davidson, Inc.                        472,938
                                                                    698,813
     CONSUMER NON-DURABLES (9.6%)
            25,000     Coca Cola Co.                              1,221,875
            18,500     Gillette Co. (The)                         1,153,938
             3,000     Nike, Inc. Class B                           308,250
            13,000     Philip Morris Cos., Inc.                   1,352,000
             4,500     Pioneer Hi-Bred International, Inc.          237,938
             9,000     Proctor & Gamble Co.                         815,625
                                                                  5,089,626
     CONSUMER SERVICES (4.3%)
            29,000     CUC International, Inc. (3)                1,029,500
            20,500     Marriot International, Inc.                1,101,875
             5,000     Promus Hotel Corp. (3)                       148,125
                                                                  2,279,500
     ENERGY (4.4%)
            10,500     Baker Hughes, Inc.                           345,188
             6,075     British Petroleum Co., p.l.c, A.D.R.         649,266
            18,500     McDermott International, Inc.                386,188
             9,000     Schlumberger Ltd.                            758,250
             4,000     Sonat Offshore Drilling Co.                  202,000
                                                                  2,340,892
     FINANCIAL (10.8%)
         BANKING (2.5%)
            10,000     Citicorp                                     826,250
            14,500     Norwest Corp.                                505,688
                                                                  1,331,938
         FINANCIAL SERVICES (2.8%)
            10,500     Federal Home Loan Mortgage
                          Corp.                                     897,750
             7,500     Franklin Resources, Inc.                     457,500
             5,000     T. Rowe Price and Associates                 153,750
                                                                  1,509,000
         INSURANCE (5.5%)
             8,500     American International Group, Inc.           838,313
            11,000     EXEL Ltd.                                    775,500
            17,000     Mercury General Corp.                        743,750
             9,500     MGIC Investment Corp.                        533,188
                                                                  2,890,751
     HEALTH CARE (15.3%)
         BIOTECHNOLOGY/ PHARMACEUTICALS (7.2%)
            22,500     Amgen, Inc. (3)                            1,215,000
            18,500     Medtronic, Inc.                            1,036,000
            18,000     Pfizer, Inc.                               1,284,750
             5,000     Smithkline Beecham, A.D.R.                   271,875
                                                                  3,807,625
         MEDICAL EQUIPMENT/ SUPPLIES (3.4%)
            27,000     Johnson & Johnson                          1,336,500
            21,000     Stryker Corp.                                477,750
                                                                  1,814,250
         MEDICAL FACILITIES MANAGEMENT (4.7%)
            14,000     HBO & Co.                                    948,500
            20,500     HEALTHSOUTH Rehabilitation
                           Corp. (3)                                738,000
             6,000     Oxford Health Plans, Inc. (3)                246,750
            11,000     United HealthCare Corp. (3)                  555,500
                                                                  2,488,750
     MULTI-INDUSTRY (1.5%)
             8,500     Alco Standard Corp.                          384,625
            17,000     Whitman Corp.                                410,125
                                                                    794,750
     RAW MATERIALS (2.6%)
            27,500     Monsanto Co.                                 893,750
             7,500     Potash Corp. Saskatchewan, Inc.              496,875
                                                                  1,390,625
     RETAIL (4.6%)
            24,000     Federated Department Stores,
                           Inc. (3)                                 819,000
            12,500     Gap, Inc.                                    401,563
            16,500     Home Depot, Inc. (The)                       891,000
             8,500     Kohl's Corp. (3)                             311,313
                                                                  2,422,876
     TECHNOLOGY (24.7%)
         AEROSPACE/ DEFENSE (2.0%)
            12,000     Boeing Company                             1,045,500

         COMPUTER RELATED (5.0%)
            43,500     Cisco Systems, Inc. (3)                    2,463,188
             3,000     Stratacom, Inc. (3)                          168,750
                                                                  2,631,938
         COMPUTER SOFTWARE/ SERVICES (10.2%)
            11,250     Computer Associates
                          International, Inc.                       779,063
             7,000     Hewlett Packard Co.                          697,375
            11,500     Microsoft Corp. (3)                        1,381,438
            30,000     Oracle Systems Corp. (3)                   1,183,125
            25,000     Parametric Technology Corp. (3)            1,084,375
             6,000     SAP, A.D.S. (4)                              296,160
                                                                  5,421,536
         SEMICONDUCTORS & RELATED (3.7%)
             7,000     Applied Materials, Inc. (3)                  213,500
             7,500     Analog Devices, Inc. (3)                     191,250
            13,500     Intel Corp.                                  991,406
            22,500     LSI Logic Corp. (3)                          585,000
                                                                  1,981,156
         TELECOMMUNICATIONS & EQUIPMENT (3.8%)
            25,500     Airtouch Communications, Inc.(3)             720,375
             4,000     Ascend Communications, Inc. (3)              225,000
             9,000     DSC Communications Corp. (3)                 271,125
             6,500     Tellabs, Inc. (3)                            434,681
             4,000     U.S. Robotics Corp. (3)                      342,000
                                                                  1,993,181
     UTILITIES (1.1%)
            22,000     MCI Communications, Inc.                     563,750

Total common stocks
     (cost: $34,168,997)                                         49,731,239

SHORT-TERM SECURITIES (4.1%)
           477,000     American General Financial
                          Corp., 5.38%,7/5/96                       476,715
           437,000     Ford Motor Credit Corp, 7/1/96               437,000
                       General Electric Capital Corp.:
           250,000        5.38%, 7/3/96                             249,925
           628,000        5.36%, 7/8/96                             627,347
           375,000     Norwest Financial Corp.,
                           5.36%, 7/2/96                            374,944

Total short-term securities
     (cost: $2,165,931)                                           2,165,931

Total investments in securities
     (cost: $36,334,928) (7)                                    $51,897,170


         See accompanying notes to portfolios of investments on page 31.


SIT BALANCED FUND REVIEW
JUNE 30, 1996

[PHOTO] PETER L. MITCHELSON, CFA     
           SENIOR PORTFOLIO MANAGER  
        BRYCE A. DOTY, CFA           
           PORTFOLIO MANAGER         
        

    The Sit Balanced Fund posted a strong performance during the fiscal year
ended June 30, 1996. The Fund's total return of +17.3% compared favorably with
the +15.0% return of the Lipper Balanced Fund Index. This ranked 14th out of 64
similar sized balanced funds in the Lipper survey.
     During the latest quarter, the asset mix of the Balanced Fund was changed
to obtain a higher exposure to equities, which as of June 30 represented 60% of
total assets, up from 51% at the end of March. Bonds stayed relatively constant
at 37% of assets and cash reserve instruments were reduced to a relatively small
3% of assets.
     The equity component of the Fund invests in companies with above-average
earnings growth in the belief that, over the long term, superior earnings growth
will protect investors from the inroads of inflation. To generate above average
earnings growth, we typically invest in the dynamic sectors of technology and
health care. These remained the two most heavily weighted groups at the end of
June, though both were trimmed back slightly during the quarter. By contrast,
business equipment and services was increased with the introduction of two
temporary help companies, Manpower and Olsten. Capital goods was also increased
with the addition of General Electric, Sundstrand Corporation and Tyco
International. As a result, the aggregate 1996 projected earnings growth rate of
the companies in the Fund's portfolio increased from +20.6% at the end of March
to +22.4% at the end of June. This expected rate of improvement in earnings is
considerably higher than for the average American company.
     In general, fixed income markets have been weaker in 1996 as economic
growth, particularly in the second quarter, has been strong. The Balanced Fund
benefitted from its emphasis on mortgage backed securities with greater price
stability and higher income returns than other bond sectors.
     Total net assets of the Balanced Fund totaled $4.1 million at the end of
June, up from $2.4 million a year ago. We appreciate shareholders' continued
confidence and participation in the Fund.

                       INVESTMENT OBJECTIVE AND STRATEGY

     The Sit 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 6/30/96:   $12.57 Per Share                         
                   6/30/95:   $10.99 Per Share
          Total Net Assets:   $ 4.06 Million
            Total Dividend:   $ 0.29 Per Share


                              PORTFOLIO STRUCTURE
                            (% of total net assets)

[PIE CHART]

Fixed Income         40%
 (Bonds & Cash)

Stocks               60%

<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        4.46%            0.57%            4.49%          4.46%             0.57%           4.49%     
     (unannualized)                                                                                            
  1 Year         17.26             5.02            26.00          17.26              5.02           26.00      
  Inception      12.23             5.26            18.74          33.34             13.62           53.47      
    (12/31/93)                                                

</TABLE>


* As of 6/30/96

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]

The sum of $10,000 invested at inception (12/31/93) and held until 6/30/96 would
have grown to $13,334 in the Fund, $11,362 in the Lehman Aggregate Bond Index or
$15,347 in the S&P 500 Index assuming reinvestment of all dividends and capital
gains.

         TOP HOLDINGS
STOCKS:
* Cisco Systems, Inc.
* Philip Morris Cos., Inc.
* Microsoft Corp.
* Home Depot, Inc.
* Pfizer, Inc.

BONDS:
* U.S. Treasury Coupon Strip,
      6.93% Effective Yield, 11/15/04
* FNMA, 9.00%, 1/1/17 
* U.S. Treasury Note, 8.25%, 7/15/98 
* Franchise Finance MTN, 7.02%, 2/20/03 
* GNMA, 9.50%, 11/15/04 

Total number of holdings: 97

SIT BALANCED FUND
PORTFOLIO OF INVESTMENTS - JUNE 30, 1996

          QUANTITY     NAME OF ISSUER                          MARKET VALUE(1)
          --------     --------------                          ---------------

COMMON STOCKS (60.4%) (2)
     BUSINESS EQUIPMENT & SERVICES (6.0%)
               800     Ceridian Corp. (3)                       $    40,400
             1,000     Danka Business Systems p.l.c,
                           A.D.R.                                    29,250
               700     Electronic Data Systems Corp.                 37,625
               800     First Data Corp.                              63,700
               500     Manpower, Inc.                                19,625
               500     Office Depot, Inc. (3)                        10,188
               500     Olsten Corp. (The)                            14,688
               600     Paychex, Inc.                                 28,875
                                                                    244,351
     CAPITAL GOODS (3.1%)
               600     General Electric Co.                          51,900
               500     Owens Corning Corp. (3)                       21,500
               500     Sundstrand Corp.                              18,313
               800     Tyco International Ltd.                       32,600
                                                                    124,313
     CONSUMER DURABLES (0.4%)
               500     AutoZone, Inc. (3)                            17,375

     CONSUMER NON-DURABLES (7.2%)
             1,200     Coca Cola Co.                                 58,650
             1,000     Gillette Co. (The)                            62,375
               200     Nike, Inc. Class B                            20,550
               800     Philip Morris Cos., Inc.                      83,200
               400     Pioneer Hi-Bred International, Inc.           21,150
               500     Proctor & Gamble Co.                          45,313
                                                                    291,238
     CONSUMER SERVICES (3.1%)
             1,400     CUC International, Inc. (3)                   49,700
             1,000     Marriot International, Inc.                   53,750
               600     Viacom Inc., Class B (3)                      23,325
                                                                    126,775
     ENERGY (3.2%)
               500     Baker Hughes, Inc.                            16,438
               503     British Petroleum p.l.c., A.D.R.              53,758
               900     McDermott International, Inc.                 18,788
               500     Schlumberger Ltd.                             42,125
                                                                    131,109
     FINANCIAL (7.1%)
         BANKING (1.9%)
               500     Citicorp                                      41,313
             1,000     Norwest Corp.                                 34,875
                                                                     76,188
         FINANCIAL SERVICES (1.5%)
               500     Federal Home Loan Mortgage Corp.              42,750
               300     Franklin Resources, Inc.                      18,300
                                                                     61,050
     INSURANCE (3.7%)
               500     American International Group, Inc.            49,313
               600     EXEL Ltd.                                     42,300
               700     Mercury General Corp.                         30,625
               500     MGIC Investment Corp.                         28,063
                                                                    150,301
     HEALTH CARE (9.2%)
         BIOTECHNOLOGY/ PHARMACEUTICALS (4.3%)
             1,000     Amgen, Inc. (3)                               54,000
               800     Medtronic, Inc.                               44,800
               900     Pfizer, Inc.                                  64,237
               200     Smithkline Beecham, A.D.R.                    10,875
                                                                    173,912
         MEDICAL EQUIPMENT/ SUPPLIES (2.0%)
             1,200     Johnson & Johnson                             59,400
             1,000     Stryker Corp.                                 22,750
                                                                     82,150
         MEDICAL FACILITIES MANAGEMENT (2.9%)
               600     HBO & Co.                                     40,650
             1,000     HEALTHSOUTH Rehabilitation
                           Corp. (3)                                 36,000
               100     Oxford Health Plans, Inc. (3)                  4,112
               700     United HealthCare Corp. (3)                   35,350
                                                                    116,112
     MULTI-INDUSTRY (0.4%)
               400     Alco Standard Corp.                           18,100

     RAW MATERIALS (1.5%)
             1,000     Monsanto Co.                                  32,500
               400     Potash Corp. Saskatchewan, Inc.               26,500
                                                                     59,000
     RETAIL (4.0%)
             1,300     Federated Department Stores,
                           Inc. (3)                                  44,362
               500     Gap, Inc.                                     16,062
             1,200     Home Depot, Inc. (The)                        64,800
             1,000     Kohl's Corp. (3)                              36,625
                                                                    161,849
     TECHNOLOGY (14.6%)
         AEROSPACE/ DEFENSE (1.5%)
               700     Boeing Company                                60,987

         COMPUTER RELATED (3.2%)
             1,800     Cisco Systems, Inc. (3)                      101,925
               500     Stratacom, Inc. (3)                           28,125
                                                                    130,050
         COMPUTER SOFTWARE/ SERVICES (6.0%)
               500     Computer Associates
                           International, Inc.                       34,625
               400     Hewlett Packard Co.                           39,850
               600     Microsoft Corp. (3)                           72,075
             1,600     Oracle Systems Corp. (3)                      63,100
               800     Parametric Technology Corp. (3)               34,700
                                                                    244,350
         SEMICONDUCTORS & RELATED (2.2%)
               600     Applied Materials, Inc. (3)                   18,300
               600     Intel Corp.                                   44,062
             1,100     LSI Logic Corp. (3)                           28,600
                                                                     90,962
         TELECOMMUNICATIONS EQUIPMENT (1.7%)
             1,200     Airtouch Communications, Inc. (3)             33,900
               600     DSC Communications Corp. (3)                  18,075
               200     U.S. Robotics Corp. (3)                       17,100
                                                                     69,075
     UTILITIES (0.6%)
             1,000     MCI Communications, Inc.                      25,625

Total common stocks (cost: $1,817,948)                            2,454,872

BONDS (36.7%)
     U.S. TREASURY (7.1%)
           100,000     U.S. Treasury Note, 8.25%,
                          7/15/98                                   104,001
           325,000     U.S. Treasury Coupon Strip,
                          6.93% Effective Yield on
                          Purchase Date, 11/15/04                   185,819
                                                                    289,820
     ASSET-BACKED SECURITIES (5.3%)
            50,000     Advanta Mortgage Loan Trust,
                          7.07%, 5/25/27                             46,725
            25,000     EQCC Home Equity Loan Trust,
                          Series 1996-1, 6.93%, 3/15/27              23,163 
                       Green Tree Corp.:
            20,000        Series 1995-5, 7.25%, 9/15/26              19,417
            75,000        Series 1996-2, 7.60%, 4/15/27              73,798
            50,000        Series 1996-3, 7.70%, 5/15/27              49,426
                                                                    212,529
     CLOSED-END FUNDS (1.8%)
               600     American Strategic Income Fund I               6,225
             2,700     American Strategic Income Fund II             29,362
             3,600     American Strategic Income Fund III            36,900
                                                                     72,487
     CORPORATE BONDS (3.5%)
           100,000     Franchise Finance Corp. Medium
                          Term Note, 7.02%, 2/20/03                  94,875
            50,000     Nationwide Health Properties
                           Medium Term Note, 6.93%,
                          12/18/01                                   48,563
                                                                    143,438
     MORTGAGE PASS-THROUGH SECURITIES (19.0%)
         FEDERAL NATIONAL MORTGAGE ASSOCIATION (2.6%)
           102,658     9.00%, 1/1/17                                106,703
         GOVERNMENT NATIONAL MORTGAGE
               ASSOCIATION (10.6%)
            52,054     9.00%, 6/15/11                                54,455
            34,994     9.00%, 12/15/18                               36,497
            50,827     9.00%, 10/15/19                               53,029
            63,745     9.25%, 9/15/01                                67,391
            60,632     9.50%, 1/15/04                                64,442
            72,908     9.50%, 11/15/04                               77,408
             7,052     9.75%, 2/20/01                                 7,433
            26,501     11.25%, 10/15/00                              28,227
            27,378     11.25%, 10/15/11                              28,772
            12,604     11.75%, 3/15/00                               13,425
                                                                    431,079
         COLLATERALIZED MORTGAGE OBLIGATIONS (5.8%)
            25,000     American Housing Trust Corp.,
                          8.25%, 6/25/20                             25,336
            50,000     FNMA 1994-38 Pac, 6.65%,
                          12/25/23                                   46,856
                       Vendee Mortgage Trust:
            18,114        1992-1 2B, 7.75%, 9/15/10                  18,292
            25,000        1992-1 2D, 7.75%, 12/15/14                 25,221
            25,000        1992-2 2D, 7.00%, 9/15/15                  24,576
            25,000        1996-2 1D, 6.75%, 11/15/15                 23,986
            24,000        1994-3 2D, 7.75%, 5/15/18                  23,524
            50,000        1996-2 1E, 6.75%, 5/15/20                  46,793
                                                                    234,584

Total bonds (cost: $1,494,748)                                    1,490,640

SHORT-TERM SECURITIES (2.8%)
           115,000     Sit Money Market Fund,
                          5.10% (6)                                 115,000
     (cost: $115,000)

Total investments in securities
     (cost: $3,427,696) (7)                                      $4,060,512



         See accompanying notes to portfolios of investments on page 31.

SIT MUTUAL FUNDS
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,
      1996 is $544,629 and $1,943,074 in Developing Markets Growth Fund and
      International Growth Fund, respectively, which represents 6.3% and 2.2% of
      the Fund's net assets, respectively. The following table summarizes the
      purchase date and cost basis of these securities:

<TABLE>
<CAPTION>
                                                                      Purchase
                 Fund                       Security                   Date(s)             Shares/Par    Cost Basis
                 ----                       --------                   -------             ----------    ----------
<S>                                   <C>                           <C>                      <C>         <C>     
     Developing Markets Growth Fund   PT Modern Photo               4/3/95-5/8/96            37,000      $160,171
     Developing Markets Growth Fund   United Micro. (1.25%, 6/8/04)    6/27/95               50,000        83,051
     Developing Markets Growth Fund   Pan Smak Pizza               12/22/95-1/2/96          111,000        71,179
     Developing Markets Growth Fund   PT Indofood Sukses           11/30/95-3/8/96           28,000       132,931
     Developing Markets Growth Fund   PTDynaplast                      1/17/96              136,000       115,953
     International Growth Fund        PT Modern Photo              3/17/93-1/25/96          170,000       635,467
     International Growth Fund        International UNP Holdings       1/26/94            1,245,113       856,075
     International Growth Fund        United Micro. (1.25%, 6/8/04)    6/27/95              590,000       955,056

</TABLE>

(6)   This security represents an investment in an affiliated party and
      comprises 1.0%, .6%, .1%, and 2.8% of the Small Cap Growth, International
      Growth, Growth and Balanced Fund's net assets, respectively. See note 3 to
      the accompanying financial statements.

(7)   At June 30, 1996, 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            $  7,334,348        $ 42,934,135        $ 70,045,102
Unrealized appreciation (depreciation) on
   investments:
     Gross unrealized appreciation              $  1,448,075        $ 11,884,672        $ 20,721,254
     Gross unrealized depreciation                  (234,162)         (2,035,680)         (2,281,919)

Net unrealized appreciation                     $  1,213,913        $  9,848,992        $ 18,439,335

</TABLE>



<TABLE>
<CAPTION>

                                                                       GROWTH &
                                                   GROWTH               INCOME            BALANCED
                                                    FUND                 FUND               FUND
                                                    ----                 ----               ----
<S>                                             <C>                 <C>                 <C>         
Cost for federal income tax purposes            $242,735,911        $ 36,348,509        $  3,429,667
Unrealized appreciation (depreciation) on
   investments:
     Gross unrealized appreciation              $115,818,938        $ 15,742,369        $    669,307
     Gross unrealized depreciation                (5,552,512)           (193,708)            (38,462)

Net unrealized appreciation                     $110,266,426        $ 15,548,661        $    630,845
</TABLE>


SIT MUTUTAL FUNDS
STATEMENTS OF ASSETS & LIABILITIES - JUNE 30, 1996


<TABLE>
<CAPTION>

                                            DEVELOPING         SMALL
                                              MARKETS           CAP            INTERNATIONAL                 
                                              GROWTH          GROWTH              GROWTH          GROWTH     
                                               FUND            FUND                FUND            FUND      
                                               ----            ----                ----            ----      
<S>                                    <C>               <C>               <C>               <C>             
ASSETS
Investments in securities, at
   identified cost                     $     7,334,348   $    42,918,135   $    69,909,799   $   242,614,050 

Investments in securities, at
   market value - see
   accompanying schedule for
   detail                              $     8,548,261   $    52,783,127   $    88,484,437   $   353,002,337 
Cash in bank on demand
   deposit                                      78,014                70              --              17,123 
Other Receivables:
   Dividends and accrued interest               17,824             3,094           330,554            50,292 
   Fund shares sold                              2,097            85,121           157,435           744,035 
   Investment securities sold                     --           1,435,379           895,470         5,903,367 
   Foreign withholding taxes
       receivable                               17,327              --              69,369              --   

               Total assets                  8,663,523        54,306,791        89,937,265       359,717,154 

LIABILITIES
Payables:
   Bank overdraft                                 --                --             195,457              --   
   Investment securities purchased                --           3,395,599           858,582         3,111,092 
   Fund shares redeemed                           --               2,709            19,521            96,299 
   Accrued investment management
        and advisory services fee               13,848            62,386           107,985           177,766 
   Foreign withholding taxes payable             3,950              --              39,320              --   
   Other payables                                 --                --               3,617              --   
   Other accrued expenses                         --                --                --              15,000 

               Total liabilities                17,798         3,460,694         1,224,482         3,400,157 

Net assets applicable to
   outstanding capital stock                 8,645,725        50,846,097        88,712,783       356,316,997 

Capital stock
   Par                                 $         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 
   Outstanding shares                          789,343         2,638,254         5,444,465        22,865,794 

Net asset value per share of
   outstanding capital stock           $         10.95   $         19.27   $         16.29   $         15.58 


</TABLE>



WIDE TABLE CONTINUED FROM ABOVE

                                              GROWTH &                     
                                               INCOME           BALANCED    
                                                FUND              FUND      
                                                ----              ----      
ASSETS                                                                       
Investments in securities, at                                                
   identified cost                       $    36,334,928   $     3,427,696   
                                                                             
Investments in securities, at                                                
   market value - see                                                        
   accompanying schedule for                                                 
   detail                                $    51,897,170   $     4,060,512   
Cash in bank on demand                                                       
   deposit                                         4,403             1,845   
Other Receivables:                                                           
   Dividends and accrued interest                 41,272            14,418   
   Fund shares sold                               20,482              --     
   Investment securities sold                  1,538,787            21,397   
   Foreign withholding taxes                                                 
       receivable                                   --                --     
                                                                             
               Total assets                   53,502,114         4,098,172   
                                                                             
LIABILITIES                                                                  
Payables:                                                                    
   Bank overdraft                                   --                --     
   Investment securities purchased               431,197            32,444   
   Fund shares redeemed                           10,764               557   
   Accrued investment management                                             
        and advisory services fee                 38,866             3,309   
   Foreign withholding taxes payable                --                --     
   Other payables                                   --                --     
   Other accrued expenses                          4,760              --     
                                                                             
               Total liabilities                 485,587            36,310   
                                                                             
Net assets applicable to                                                     
   outstanding capital stock                  53,016,527         4,061,862   
                                                                             
Capital stock                                                                
   Par                                   $         0.001   $         0.001   
                                                                             
   Authorized shares                      10,000,000,000    10,000,000,000   
   Outstanding shares                          1,618,610           323,154   
                                                                             
Net asset value per share of                                                 
   outstanding capital stock             $         32.75   $         12.57   
                                                                             
                                       

See accompanying notes to financial statements on pages 36-46.

<TABLE>
<CAPTION>

SIT MUTUAL FUNDS
STATEMENTS OF OPERATIONS - YEAR ENDED JUNE 30, 1996

                                                  DEVELOPING          SMALL
                                                    MARKETS            CAP        INTERNATIONAL                    
                                                    GROWTH           GROWTH          GROWTH           GROWTH       
                                                     FUND             FUND            FUND             FUND        
                                                     ----             ----            ----             ----        
<S>                                             <C>              <C>              <C>              <C>             
INVESTMENT INCOME:
   INCOME:
       Dividends*                               $     105,652    $      62,505    $     999,548    $   1,361,493   
       Interest                                        16,861          125,326          257,143          642,478   
           Total income                               122,513          187,831        1,256,691        2,003,971   

   EXPENSES (NOTE 3):
       Investment management and
           advisory services fee                      118,946          477,179        1,424,797        2,152,618   
       Custodian, transfer agent
           and accounting services fees                  --               --               --            483,663   
       Auditing and legal fees                           --               --               --             23,352   
       Printing costs                                    --               --               --             40,619   
       Postage                                           --               --               --             21,727   
       Registration fees                                 --               --               --             67,749   
       Directors' fees and expenses                      --               --               --              9,684   
       Other                                             --               --               --             36,106   
           Total expenses                             118,946          477,179        1,424,797        2,835,518   
           Less fees and expenses absorbed
               by investment adviser                     --               --           (269,556)            --     

           Total net expenses                         118,946          477,179        1,155,241        2,835,518   

           Net investment income (loss)                 3,567         (289,348)         101,450         (831,547)  

REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS :
       Net realized gain (loss) (note 2)             (111,020)       2,792,536        5,630,000       68,471,876   
       Net change in unrealized appreciation
           (depreciation) on investments            1,161,148        7,785,867        1,920,031       34,843,137   
       Realized loss on foreign
           currency transactions                       (3,915)            --            (24,337)            --     
       Net change in unrealized appreciation
           (depreciation) on foreign currency
           transactions                                  (253)            --            (13,980)            --     

           Net gain on investments                  1,045,960       10,578,403        7,511,714      103,315,013   

Net increase in net assets
   resulting from operations                    $   1,049,527    $  10,289,055    $   7,613,164    $ 102,483,466   

</TABLE>



WIDE TABLE CONTINUED FROM ABOVE


                                                    GROWTH &                   
                                                     INCOME          BALANCED  
                                                      FUND             FUND    
                                                      ----             ----    
INVESTMENT INCOME:                                                              
   INCOME:                                                                      
       Dividends*                               $     419,096    $      20,126  
       Interest                                       126,492          105,886  
           Total income                               545,588          126,012  
                                                                                
   EXPENSES (NOTE 3):                                                           
       Investment management and                                                
           advisory services fee                      433,174           34,853  
       Custodian, transfer agent                                                
           and accounting services fees                72,309             --    
       Auditing and legal fees                         18,761             --    
       Printing costs                                   6,083             --    
       Postage                                          7,534             --    
       Registration fees                               25,778             --    
       Directors' fees and expenses                     9,747             --    
       Other                                           14,141             --    
           Total expenses                             587,527           34,853  
           Less fees and expenses absorbed                                      
               by investment adviser                 (110,099)            --    
                                                                                
           Total net expenses                         477,428           34,853  
                                                                                
           Net investment income (loss)                68,160           91,159  
                                                                                
REALIZED AND UNREALIZED GAIN (LOSS) ON                                          
   INVESTMENTS :                                                                
       Net realized gain (loss) (note 2)            5,081,899           76,955  
       Net change in unrealized appreciation                                    
           (depreciation) on investments            5,103,022          358,571  
       Realized loss on foreign                                                 
           currency transactions                           (1)            --    
       Net change in unrealized appreciation                                    
           (depreciation) on foreign currency                                   
           transactions                                    (4)            --    
                                                                                
           Net gain on investments                 10,184,916          435,526  
                                                                                
Net increase in net assets                                                      
   resulting from operations                    $  10,253,076    $     526,685  
                                               



*     Dividends are net of foreign withholding tax of $4,973 and $53,320 in the
      Developing Markets Growth Fund and International Growth Fund,
      respectively.


See accompanying notes to financial statements on pages 36-46.


<TABLE>
<CAPTION>

SIT MUTUAL FUNDS
STATEMENTS OF CHANGES IN NET ASSETS

                                                                     DEVELOPING MARKETS                SMALL CAP                  
                                                                        GROWTH FUND                   GROWTH FUND                 
                                                                        -----------                   -----------                 
                                                                YEAR ENDED    YEAR ENDED       YEAR ENDED       YEAR ENDED      
                                                                 JUNE 30,       JUNE 30,         JUNE 30,        JUNE 30,       
                                                                  1996           1995             1996            1995         
                                                                  ----           ----             ----            ----         
OPERATIONS:
<S>                                                          <C>             <C>             <C>             <C>          
   Net investment income (loss)                              $      3,567    $      1,068    ($   289,348)   ($    16,690)

   Net realized gain (loss) on investments                       (111,020)       (346,290)      2,792,536          79,816

   Net change in unrealized appreciation
      (depreciation) on investments                             1,161,148          52,765       7,785,867       2,079,125

   Net realized loss on foreign currency transactions              (3,915)           (749)           --              --   
   Net change in unrealized appreciation (depreciation) on
      foreign currency transactions                                  (253)            (13)           --              --   

      Net increase (decrease) in net assets resulting from
        operations                                              1,049,527        (293,219)     10,289,055       2,142,251

DISTRIBUTIONS TO SHAREHOLDERS FROM:
   Net investment income                                             (413)           --              --              --
   Net realized gains on investments                               (5,518)        (17,476)       (250,045)        (17,840)

      Total distributions                                          (5,931)        (17,476)       (250,045)        (17,840)

CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold                                    4,847,931       6,135,667      35,164,082      10,375,386
   Reinvested distributions                                         5,758          17,122         246,163          17,806
   Payments for shares redeemed                                (1,869,993)     (1,223,761)     (6,618,421)       (502,440)

      Increase (decrease) in net assets from
        capital share transactions                              2,983,696       4,929,028      28,791,824       9,890,752


        Total increase in net assets                            4,027,292       4,618,333      38,830,834      12,015,163

NET ASSETS
   Beginning of period                                          4,618,433             100      12,015,263             100

   End of period                                             $  8,645,725    $  4,618,433    $ 50,846,097    $ 12,015,263

NET ASSETS CONSIST OF:
   Capital (par value and paid-in surplus)                   $  7,912,382    $  4,929,021    $ 38,682,676    $  9,890,852

   Undistributed (distributions in excess of) net
      investment income                                              --               426            --              --   

   Accumulated net realized gain (loss) from
      security transactions and foreign
      currency transactions                                      (480,304)       (363,766)      2,298,429          45,286

   Unrealized appreciation (depreciation) on investments        1,213,913          52,765       9,864,992       2,079,125

   Unrealized appreciation (depreciation) on foreign
      currency transactions                                          (266)            (13)           --              --   

                                                             $  8,645,725    $  4,618,433    $ 50,846,097    $ 12,015,263

CAPITAL TRANSACTIONS IN SHARES:
   Sold                                                           486,886         606,755       2,120,150         931,351        
   Reinvested distributions                                           630           1,723          15,578           1,696
   Redeemed                                                      (189,064)       (117,597)       (387,897)        (42,634)

Net increase (decrease)                                           298,452         490,881       1,747,831         890,413

</TABLE>


WIDE TABLE CONTINUED FROM ABOVE


<TABLE>
<CAPTION>
        INTERNATIONAL                       GROWTH                         GROWTH &                       BALANCED            
         GROWTH FUND                         FUND                         INCOME FUND                       FUND              
         -----------                         ----                         -----------                       ----              
  YEAR ENDED     YEAR ENDED       YEAR ENDED      YEAR ENDED       YEAR ENDED     YEAR ENDED      YEAR ENDED    YEAR ENDED    
   JUNE 30,       JUNE 30,         JUNE 30,        JUNE 30,         JUNE 30,       JUNE 30,        JUNE 30,      JUNE 30,     
     1996           1995             1996            1995             1996           1995            1996          1995       
     ----           ----             ----            ----             ----           ----            ----          ----       
<C>             <C>             <C>              <C>              <C>             <C>             <C>             <C>        
$    101,450    $    405,689    ($    831,547)   $      50,605    $     68,160    $    159,215    $     91,159    $    50,937
   5,630,000       1,189,544       68,471,876       25,409,872       5,081,899       1,917,168          76,955        (48,392)

   1,920,031       3,216,287       34,843,137       52,036,551       5,103,022       7,081,827         358,571        327,093
     (24,337)        (17,082)            --               --                (1)           --              --             --   

     (13,980)          3,632             --               --                (4)           --              --             --   


   7,613,164       4,798,070      102,483,466       77,497,028      10,253,076       9,158,210         526,685        329,638

    (390,572)       (171,445)         (50,975)            --           (68,302)       (131,512)        (80,680)       (42,750)
  (3,758,362)     (1,158,084)     (35,900,021)     (25,299,507)     (3,279,734)     (2,040,000)           --             --   

  (4,148,934)     (1,329,529)     (35,950,996)     (25,299,507)     (3,348,036)     (2,171,512)        (80,680)       (42,750)

  29,862,086      18,209,502       94,477,676       56,655,364       8,919,140       7,686,224       1,430,436      1,160,193
   3,946,122       1,271,854       34,550,208       23,722,299       3,266,526       2,113,345          78,415         42,696
 (16,684,601)    (18,523,460)    (167,122,012)     (89,871,342)    (11,285,026)     (6,187,506)       (337,378)      (341,220)


  17,123,607         957,896      (38,094,128)      (9,493,679)        900,640       3,612,063       1,171,473        861,669

  20,587,837       4,426,437       28,438,342       42,703,842       7,805,680      10,598,761       1,617,478      1,148,557

  68,124,946      63,698,509      327,878,655      285,174,813      45,210,847      34,612,086       2,444,384      1,295,827
$ 88,712,783    $ 68,124,946    $ 356,316,997    $ 327,878,655    $ 53,016,527    $ 45,210,847    $  4,061,862    $ 2,444,384

$ 68,048,339    $ 50,924,732    $ 192,362,652    $ 230,456,780    $ 34,274,698    $ 33,374,058    $  3,393,788    $ 2,222,315

      73,804         387,263             --             50,605          30,175          30,317          27,177         16,698


   2,025,022         153,384       53,566,058       21,826,120       3,149,416       1,347,252           8,081        (68,874)
  18,574,638      16,654,607      110,388,287       75,545,150      15,562,242      10,459,220        632,816         274,245


      (9,020)          4,960             --               --                (4)           --              --             --   

$ 88,712,783    $ 68,124,946    $ 356,316,997    $ 327,878,655    $ 53,016,527    $ 45,210,847    $  4,061,862    $ 2,444,384

   1,891,318       1,195,496        6,311,934        4,757,900         290,926         303,028         122,024        115,099
     265,196          86,580        2,607,555        2,160,501         112,216          89,220           6,742          4,375
  (1,047,893)     (1,229,768)     (11,272,708)      (7,435,697)       (377,404)       (248,087)        (27,962)       (33,817)

   1,108,621          52,308       (2,353,219)        (517,296)         25,738         144,161         100,804         85,657

</TABLE>


See accompanying notes to financials on pages 36-46.

SIT MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS

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.

     This report covers the equity funds of the Sit Mutual Funds. The investment
     objective for each Fund is as follows:


     FUND                                 INVESTMENT OBJECTIVE

     Developing Markets Growth    Maximize long-term capital appreciation.
     Small Cap Growth             Maximize long-term capital appreciation.
     International Growth         Maximize long-term capital appreciation.
     Growth                       Maximize long-term capital appreciation.
     Growth & Income              Maximize long-term capital appreciation and, 
                                   secondarily current income.
     Balanced                     Long-term capital appreciation consistent with
                                   the preservation of principal and to provide 
                                   regular income.


     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.

     ILLIQUID SECURITIES

     Each Fund currently limits investments in illiquid securities to 15% of net
     assets. At June 30, 1996, the Developing Markets Growth Fund and
     International Growth Fund held investments in securities deemed illiquid by
     the investment adviser. The aggregate value of such securities at June 30,
     1996 was $544,629 and $1,943,074, representing 6.3% and 2.2% of the Fund's
     net assets, respectively. 

     Pursuant to the guidelines adopted by the Board of Directors, certain
     unregistered securities are determined to be liquid and are not included
     within the limitation specified above.

     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.

     At June 30, 1996 the International Growth Fund had entered into four
     foreign currency exchange contracts in the course of completing ordinary
     equity transactions that obligate the Fund to deliver currencies at
     specified future dates. The unrealized appreciation and/or depreciation on
     these contracts is included in the accompanying financial statements. The
     terms of the open contracts are as follows:
<TABLE>
<CAPTION>
                                                                                        Unrealized
                                      Currency to be         Currency to be            appreciation
                    Exchange date        delivered               received              (depreciation)
                    -------------        ---------               --------              --------------
<S>                 <C>                <C>                  <C>                     <C>       
                    July 1, 1996        548,146              541,647                 $  (4,234)
                                        Brazilian Real       U.S. Dollar

                    July 1, 1996        2,314,630            348,852                      (735)
                                        Swedish Krona        U.S. Dollar

                    July 2, 1996        445,980              686,998                      (777)
                                        U.S. Dollar          German Deutsche Mark

                    July 6, 1996        413,524              265,949                      (159)
                                        U.S. Dollar          British Pound
                                                                                     $  (5,905)
</TABLE>


     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 intend to 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:

<TABLE>
<CAPTION>
                                              Developing Markets   Small Cap    International
                                                  Growth Fund     Growth Fund    Growth Fund    Growth Fund
                                                  -----------     -----------    -----------    -----------
<S>                                                  <C>           <C>             <C>           <C>    
         Undistributed net investment income         (3,580)       289,348         (24,337)      831,917
         Accumulated net realized gains (losses)      3,915       (289,348)         24,337      (831,917)
         Additional paid-in capital                    (335)          --              --            --

</TABLE>

     For federal income tax purposes the Developing Markets Growth Fund has a
     capital loss carryover of $480,304 at June 30, 1996 which, if not offset by
     subsequent capital gains, will begin to expire in 2004. 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.

     CONCENTRATION OF INVESTMENTS

     The Developing Markets Growth Fund may concentrate investments in countries
     with limited or developing capital markets which may involve greater risks
     than investments in more developed markets and the prices of such
     investments may be volatile. The consequences of political, social or
     economic changes in these markets may have disruptive effects on the market
     prices of the Fund's investments and the income it generates, as well as
     the Fund's ability to repatriate such amounts.

     USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make certain
     estimates and assumptions that affect the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported results.
     Actual results could differ from those estimates.

NOTE 2 - INVESTMENT SECURITY TRANSACTIONS

         Purchases of and proceeds from sales and maturities of investment
         securities, other than short-term securities, for the period ended June
         30, 1996, were as follow:

<TABLE>
<CAPTION>
                                                               Purchases            Proceeds
                                                               ---------            --------
<S>                                                        <C>                 <C>          
                          Developing Markets Growth Fund   $   5,110,569       $   2,610,214
                          Small Cap Growth Fund               46,191,692          21,055,390
                          International Growth Fund           39,018,560          27,772,856
                          Growth Fund                        177,642,903         271,085,345
                          Growth & Income Fund                22,689,195          26,684,418
                          Balanced Fund                        4,390,855           3,240,884

</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 period ended June 30, 1996, for the International Growth and
         Growth & Income Funds, SIA voluntarily absorbed an additional $269,556
         and $110,099, respectively, in expenses that were otherwise payable by
         the Funds.

         As of June 30, 1996, the Small Cap Growth Fund, International Growth
         Fund, Growth Fund, and Balanced Fund had invested $510,000, $510,000,
         $510,000, and $115,000, respectively, 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 each 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 $527,362 were paid or payable to SKI for the year ended June 30,
         1996.

         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, 1996:

                                                                      % Shares
                                                       Shares        Outstanding
                                                       ------        -----------
                   Developing Markets Growth Fund     324,247           41.08%
                   Small Cap Growth Fund              952,110           36.09
                   International Growth Fund          970,428           17.82
                   Growth Fund                      2,477,126           10.83
                   Growth & Income Fund               344,940           21.31
                   Balanced Fund                      125,242           38.76

         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 year ended June 30, 1996 were $763.


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

<TABLE>
<CAPTION>
                                                                Years Ended June 30,
                                                                --------------------
                                                                 1996          1995
                                                                 ----          ----
<S>                                                           <C>           <C>      
NET ASSET VALUE:
   Beginning of year                                          $    9.41     $   10.00
OPERATIONS:
   Net investment income (loss)                                    --            --
   Net realized and unrealized gains
     (losses) on investments                                       1.55          (.54)
Total from operations                                              1.55          (.54)
DISTRIBUTIONS TO SHAREHOLDERS:
   From realized gains                                             (.01)         (.05)
Total distributions                                                (.01)         (.05)
NET ASSET VALUE:
   End of year                                                $   10.95     $    9.41
Total investment return (1)                                       16.51%        (5.44%)
Net assets at end of period (000's omitted)                   $   8,646     $   4,618

RATIOS:
   Expenses to average daily net assets                            2.00%         2.00%
   Net investment income (loss) to average daily net assets        0.06%         0.03%
Portfolio turnover rate (excluding short-term securities)         46.22%        56.35%

</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.


SIT SMALL CAP GROWTH FUND
FINANCIAL HIGHLIGHTS


<TABLE>
<CAPTION>
                                                                  Years Ended June 30,
                                                                  --------------------
                                                                   1996          1995
                                                                   ----          ----

<S>                                                           <C>            <C>       
NET ASSET VALUE:
   Beginning of year                                          $    13.49     $    10.00
OPERATIONS:
   Net investment loss                                              (.11)          (.02)
   Net realized and unrealized gains
     on investments                                                 6.03           3.56
Total from operations                                               5.92           3.54
DISTRIBUTIONS TO SHAREHOLDERS:
   From realized gains                                              (.14)          (.05)
Total distributions                                                 (.14)          (.05)
NET ASSET VALUE:
   End of year                                                $    19.27     $    13.49
Total investment return (1)                                        44.13%         35.59%
Net assets at end of period (000's omitted)                   $   50,846     $   12,015

RATIOS:
   Expenses to average daily net assets                             1.50%          1.50%
   Net investment income (loss) to average daily net assets        (0.91%)        (0.30%)
Portfolio turnover rate (excluding short-term securities)          69.92%         49.39%

</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 INTERNATIONAL GROWTH FUND
FINANCIAL HIGHLIGHTS


                                                                          Years Ended June 30,
                                                                          --------------------
                                                  1996              1995              1994             1993          1992 (1)
                                                  ----              ----              ----             ----          --------
<S>                                           <C>               <C>               <C>               <C>            <C>       
NET ASSET VALUE:
   Beginning of period                        $    15.71        $    14.87        $    11.99        $    10.70     $    10.00
OPERATIONS:
   Net investment income (loss)                      .02               .09              (.04)             (.03)           .03
   Net realized and unrealized gains
     on investments                                 1.50              1.06              3.08              1.35            .67
Total from operations                               1.52              1.15              3.04              1.32            .70
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                       (.09)             (.04)             (.10)             (.03)          --
   From realized gains                              (.85)             (.27)             (.06)             --             --
Total distributions                                 (.94)             (.31)             (.16)             (.03)          --
NET ASSET VALUE:
   End of period                              $    16.29        $    15.71        $    14.87        $    11.99     $    10.70
Total investment return (2)                        10.21%             7.86%            25.26%            12.37%          7.00%
Net assets at end of period (000's omitted)   $   88,712        $   68,125        $   63,699        $   34,549     $   24,631

RATIOS:
   Expenses to average daily net assets             1.50%(3)          1.50%(3)          1.65%(3)          1.85%          1.85%(4)
   Net investment income (loss) to
     average daily net assets                       0.13%(3)          0.62%(3)         (0.16%)(3)        (0.29%)         0.67%(4)
Portfolio turnover rate
     (excluding short-term securities)             38.55%            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, 1996, 1995 and 1994,
      the investment adviser voluntarily absorbed $269,556, $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, 1996, 1995 and 1994, and the ratio of net investment income (loss) to
      average daily net assets would have been (0.22%), 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,
                                                                          --------------------
                                                1996           1995             1994            1993           1992
                                                ----           ----             ----            ----           ----
<S>                                         <C>             <C>             <C>             <C>             <C>        
NET ASSET VALUE:
   Beginning of year                        $     13.00     $     11.08     $     11.91     $     10.52     $      9.35
OPERATIONS:
   Net investment income (loss)                    (.04)           --              (.01)            .03             .04
   Net realized and unrealized gains
     (losses) on investments                       4.07            2.96            (.51)           1.43            1.22
Total from operations                              4.03            2.96            (.52)           1.46            1.26
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                      --              --              (.02)           (.05)           (.06)
   From realized gains                            (1.45)          (1.04)           (.29)           (.02)           (.03)
Total distributions                               (1.45)          (1.04)           (.31)           (.07)           (.09)
NET ASSET VALUE:
   End of year                              $     15.58     $     13.00     $     11.08     $     11.91     $     10.52
Total investment return (1)                       33.00%          28.44%          (4.62%)         13.88%          13.34%
Net assets at end of year (000's omitted)   $   356,317     $   327,879     $   285,175     $   341,702     $   241,831

RATIOS:
   Expenses to average daily net assets            0.77%           0.83%           0.82%           0.80%           0.83%
   Net investment income (loss) to
     average daily net assets                     (0.23%)          0.02%          (0.08%)          0.35%           0.52%
Portfolio turnover rate (excluding
     short-term securities)                       50.38%          75.40%          46.71%          45.18%          24.74%

</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,
                                                                      --------------------
                                                1996            1995                1994              1993          1992
                                                ----            ----                ----              ----          ----
<S>                                         <C>               <C>               <C>               <C>            <C>       
NET ASSET VALUE:
   Beginning of year                        $    28.38        $    23.89        $    25.61        $    24.22     $    21.89
OPERATIONS:
   Net investment income                           .04               .11               .23               .33            .38
   Net realized and unrealized gains
     (losses) on investments                      6.61              5.88              (.33)             1.94           2.91
Total from operations                             6.65              5.99              (.10)             2.27           3.29
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                     (.04)             (.09)             (.23)             (.34)          (.43)
   From realized gains                           (2.24)            (1.41)            (1.39)             (.54)          (.53)
Total distributions                              (2.28)            (1.50)            (1.62)             (.88)          (.96)
NET ASSET VALUE:
   End of year                              $    32.75        $    28.38        $    23.89        $    25.61     $    24.22
Total investment return (1)                      24.48%            26.33%            (0.58%)            9.52%         15.22%
Net assets at end of year (000's omitted)   $   53,017        $   45,211        $   34,612        $   37,602     $   32,040

RATIOS:
   Expenses to average daily net assets           1.00%(2)          1.00%(2)          1.10%(2)          1.42%          1.50%
   Net investment income to average
     daily net assets                             0.14%(2)          0.42%(2)          0.89%(2)          1.31%          1.92%
Portfolio turnover rate (excluding
  short-term securities)                         49.99%            67.14%            73.62%            47.82%         73.40%

</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, 1996, 1995 and 1994, the investment
      adviser voluntarily absorbed $110,099, $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 1.23%, 1.35% and 1.40% for the years ended June 30,
      1996, 1995 and 1994, respectively, and the ratio of net investment
      income(loss) to average daily net assets would have been (.09%), 0.07%,
      and 0.59%, respectively.

<TABLE>
<CAPTION>

SIT BALANCED FUND
FINANCIAL HIGHLIGHTS

                                                              Years Ended June 30,      Period Ended
                                                              --------------------        June 30,
                                                               1996          1995         1994 (1)
                                                               ----          ----         --------
<S>                                                         <C>           <C>           <C>      
NET ASSET VALUE:
   Beginning of period                                      $   10.99     $    9.48     $   10.00
OPERATIONS:
   Net investment income                                          .30           .28           .13
   Net realized and unrealized gains
     (losses) on investments                                     1.57          1.50          (.59)
Total from operations                                            1.87          1.78          (.46)
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                                    (.29)         (.27)         (.06)
Total distributions                                              (.29)         (.27)         (.06)
NET ASSET VALUE:
   End of period                                            $   12.57     $   10.99     $    9.48
Total investment return (2)                                     17.26%        19.16%        (4.56%)
Net assets at end of period (000's omitted)                 $   4,062     $   2,444     $   1,296

RATIOS:
   Expenses to average daily net assets                          1.00%         1.00%         1.00%(3)
   Net investment income to average daily net assets             2.61%         2.97%         2.87%(3)
Portfolio turnover rate (excluding short-term securities)      101.37%        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 FUNDS
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 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, 1996; the
related statements of operations for the year ended June 30, 1996; the
statements of changes in net assets for each of the years in the two-year period
ended June 30, 1996; 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 auditing
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 Developing Markets Growth Fund, Sit Small Cap Growth Fund, Sit
International Growth Fund, Sit Growth Fund, Inc., Sit Growth & Income Fund, Inc.
and Sit Balanced Fund as of June 30, 1996 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 16, 1996


SIT MUTUAL FUNDS
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 19, 1995                        $0.01165 (c)      $0.00000

 Small Cap Growth Fund
    December 19, 1995                        $0.14185 (d)      $0.00000

 International Growth Fund
    December 19, 1995                        $0.08846 (c)      $0.84730

 Growth Fund
    December 19, 1995                        $0.00205 (e)      $1.45239

 Growth & Income Fund
    December 19, 1995                        $0.01026          $2.24395
    April 9, 1996                             0.01538             ----
    July 9, 1996                              0.01854             ----
                                             $0.04418 (f)      $2.24395

 Balanced Fund
    October 9, 1995                          $0.05777         $   ----
    December 19, 1995                         0.08302             ----
    April 9, 1996                             0.07563             ----
    July 9, 1996                              0.08221             ----
                                             $0.29863 (g)      $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, 7.96% qualifying for dividends-received
      deduction by corporations.

(e)   Taxable as dividend income, 27.68% qualifying for dividends-received
      deduction by corporations.

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

(g)   Taxable as dividend income, 20.52% qualifying for dividends-received
      deduction by corporations.


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

Director Emeritus:
                Melvin C. Bahle



Officers:
                Eugene C. Sit, CFA                Chairman
                Peter L. Mitchelson, CFA          Vice Chairman
                Mary K. Stern                     President
                Erik S. Anderson, CFA             Vice President - Investments
                Ronald D. Sit, CFA                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



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