SIT LARGE CAP GROWTH FUND INC, DEF 14A, 1997-09-08

SIT LARGE CAP GROWTH FUND INC
DEF 14A, 1997-09-08

Previous: MAXIM SERIES FUND INC, 485BPOS, 1997-09-08

Next: CENTENNIAL GOVERNMENT TRUST /CO/, N-30D, 1997-09-08

SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11( c) or sec. 240.14a-12

SIT LARGE CAP GROWTH FUND, INC.
SIT MID CAP GROWTH FUND, INC.
SIT SMALL CAP GROWTH FUND
SIT BALANCED FUND

SIT INTERNATIONAL GROWTH FUND
SIT DEVELOPING MARKETS GROWTH FUND

SIT MONEY MARKET FUND, INC.
SIT U.S. GOVERNMENT SECURITIES FUND, INC.
SIT BOND FUND
SIT TAX-FREE INCOME FUND
SIT MINNESOTA TAX-FREE INCOME FUND
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Rule 0-11.
(Set forth the amount on which the filing fee is calculated and
state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a)(2) and the identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

<PAGE>

[DEFINITIVE COPY]

SIT LARGE CAP GROWTH FUND, INC.
SIT MID CAP GROWTH FUND, INC.
SIT SMALL CAP GROWTH FUND
SIT BALANCED FUND

SIT INTERNATIONAL GROWTH FUND
SIT DEVELOPING MARKETS GROWTH FUND

SIT MONEY MARKET FUND, INC.
SIT U.S. GOVERNMENT SECURITIES FUND, INC.
SIT BOND FUND
SIT TAX-FREE INCOME FUND
SIT MINNESOTA TAX-FREE INCOME FUND

4600 Norwest Center
Minneapolis, Minnesota 55402

---------------------------------------

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 21, 1997

---------------------------------------

September 8, 1997

Dear Shareholders:

Notice is hereby given that the joint annual meeting of the
shareholders of Sit Large Cap Growth Fund, Inc. ("Large Cap Fund"), Sit Mid Cap
Growth Fund, Inc. ("Mid Cap Fund"), Sit Small Cap Growth Fund ("Small Cap
Fund"), Sit Balanced Fund ("Balanced Fund"), Sit International Growth Fund
("International Fund") and Sit Developing Markets Growth Fund ("Developing
Markets Fund"), (collectively the "Stock" Funds), Sit Money Market Fund, Inc.
("Money Market Fund"), Sit U.S. Government Securities Fund, Inc. ("U.S.
Government Fund"), Sit Bond Fund ("Bond Fund"), Sit Tax-Free Income Fund
("Tax-Free Income Fund"), and Sit Minnesota Tax-Free Income Fund ("Minnesota
Fund"), (collectively the "Bond" Funds), (the Stock and Bond Funds,
collectively, the "Funds"), will be held at 11:30 A.M. (MINNEAPOLIS TIME) ON
TUESDAY, OCTOBER 21, 1997 at the Edina Country Club, 5100 Wooddale Avenue,
Edina, Minnesota, for the following purposes:

1. To re-elect the Board of Directors for each Fund;

2. To ratify or reject the Board's selection of KPMG Peat Marwick LLP to serve
as each Fund's independent auditor for the fiscal years ending March 31,
1998 or June 30, 1998;

<PAGE>

3. Approve or disapprove an amendment to each Fund's fundamental investment
policies which eliminates the policy restricting the ability of each Fund to
pledge, mortgage or hypothecate the Fund's assets and will allow each Fund
to temporarily borrow money for emergency or extraordinary purposes but not
for the purchase of investments and not in excess of 33-1/3% of the Fund's
total net assets. Upon the approval of such investment policy by the
shareholders, the Board of Directors of each Fund will adopt a
non-fundamental investment policy to allow each Fund to pledge, mortgage or
hypothecate the Fund's assets, or otherwise encumber them but only to the
extent necessary to secure permitted borrowings.

4. Approve or disapprove an amendment to change the Large Cap Fund's
fundamental investment objective from "achieve "achieve long-term capital
appreciation and, secondarily, current income" to "maximize long-term
capital appreciation." The Fund will continue to pursue its objective by
investing primarily in common stocks of medium to large growth companies
with a capitalization of over $5 billion at the time of purchase.

5. To transact such other business as may properly come before the meeting.

Shareholders of record on August 25, 1997 are the only persons entitled to
notice of and to vote at the meeting. We hope you can attend. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL
EXPENSE OF FURTHER SOLICITATION, WE RESPECTFULLY ASK FOR YOUR COOPERATION IN
MAILING IN YOUR PROXY MATERIAL. If you are present at the meeting, you may then
revoke your proxy and vote in person, as explained in the accompanying Proxy
Statement.

By Order of the Board of Directors,

/s/ Eugene C. Sit
Eugene C. Sit
Chairman

<PAGE>

PROXY STATEMENT

SIT LARGE CAP GROWTH FUND, INC.
SIT MID CAP GROWTH FUND, INC.
SIT SMALL CAP GROWTH FUND
SIT BALANCED FUND

SIT INTERNATIONAL GROWTH FUND
SIT DEVELOPING MARKETS GROWTH FUND

SIT MONEY MARKET FUND, INC.
SIT U.S. GOVERNMENT SECURITIES FUND, INC.
SIT BOND FUND
SIT TAX-FREE INCOME FUND
SIT MINNESOTA TAX-FREE INCOME FUND

4600 Norwest Center
Minneapolis, Minnesota 55402

JOINT ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 21, 1997

The enclosed Proxy is solicited by the Boards of Directors of Sit Large Cap
Growth Fund, Inc. ("Large Cap Fund"), Sit Mid Cap Growth Fund, Inc. ("Mid Cap
Fund"), Sit Small Cap Growth Fund ("Small Cap Fund"), Sit Balanced Fund
("Balanced Fund"), Sit International Growth Fund ("International Fund") and Sit
Developing Markets Growth Fund ("Developing Markets Fund"), (collectively the
"Stock" Funds), Sit Money Market Fund, Inc. ("Money Market Fund"), Sit U.S.
Government Securities Fund, Inc. ("U.S. Government Fund"), Sit Bond Fund ("Bond
Fund"), Sit Tax-Free Income Fund ("Tax-Free Income Fund"), and Sit Minnesota
Tax-Free Income Fund ("Minnesota Fund"), (collectively the "Bond" Funds), (the
Stock and Bond Funds, collectively, the "Funds"), in connection with the joint
annual meeting of shareholders of the Funds to be held at 11:30 a.m.
(Minneapolis time) on Tuesday, October 21, 1997 at the Edina Country Club, 5100
Wooddale Avenue, Edina, Minnesota, and at any adjournments thereof. The cost of
solicitation, including the cost of preparing and mailing the Notice of the
Joint Annual Meeting of Shareholders and this Proxy Statement, will be paid by
the Funds, and such mailing will take place on approximately September 8, 1997.
Representatives of the Funds may, without cost to the Funds, solicit Proxies for
the management of the Funds by means of mail, telephone or personal calls.

A Proxy may be revoked before the meeting by giving written notice of
revocation to the Secretary of the applicable Fund, or at the meeting, prior to
voting. Unless revoked, properly executed Proxies will be voted as indicated in
this Proxy Statement. In instances where choices are specified by the
shareholders in properly executed Proxies, these Proxies will be voted or the
vote will be withheld in accordance with each shareholder's choice. In instances
where no choices are specified by the shareholder in properly executed Proxies,
those Proxies will be voted "for" each item for which no choice is specified in
accordance with the recommendations of the Funds' Boards of Directors. Should
any other matters properly come before the meeting, it is the intention of the
Proxies named in the enclosed Proxy to act upon such matters according to their
best judgment.

<PAGE>

Each shareholder is entitled to one vote for each share held. None of the
matters to be presented at the meeting will entitle any shareholder of any Fund
to cumulative voting or appraisal rights. With respect to the election of
directors (Proposal 1) and ratification or rejection of the independent auditor
(Proposal 2), shareholders of the Funds which are series of separate
corporations (Sit Mutual Funds, Inc., which includes the International Fund,
Balanced Fund, Developing Markets Fund, and Small Cap Fund, and Sit Mutual Funds
II, Inc., which includes the Tax-Free Income Fund, Minnesota Fund and Bond Fund
(collectively the "Series Funds")), vote together as shareholders of such two
separate corporations. With respect to voting on the proposal to amend each
Fund's fundamental investment policies (Proposal 3), all shares of the Series
Funds vote as a separate series.

In the event that sufficient Proxy votes in favor of the proposals set forth
in the Notice of Joint Annual Meeting of Shareholders are not received by
October 21, 1997, the persons named as proxies may propose one or more
adjournments of the meeting with respect to one or more of the Funds to permit
further solicitation of Proxies. With respect to any Fund, an adjournment will
require the affirmative vote of the holders of a majority of the shares present
in person or by Proxy at the meeting. The persons named as proxies will vote in
favor of such adjournments with respect to any of said proposals if the proxies
are instructed, by more than a majority of the shares represented in person or
by proxy, to vote "for" the proposal(s) for which the adjournment is being
proposed. The persons named as proxies will vote against such adjournment if
they are instructed (by a majority of the shares represented in person or by
proxy) to vote "against" the proposal(s) for which the adjournment is being
proposed.

An "abstention" on any proposal will be counted as present for purposes of
determining whether a quorum of shares is present at the meeting with respect to
the proposal on which the abstention is noted, but will be counted as a vote
"against" such proposal. Under the rules of the New York Stock Exchange, each of
Proposals 1, and 2 is considered a "discretionary" proposal, which means that
brokers who hold Fund shares in street name for customers are authorized to vote
on such proposals on behalf of their customers with or without specific voting
instructions from such customers.

Only shareholders of record on August 25, 1997 may vote at the meeting or
any adjournment thereof. As of August 25, 1997, the Funds had the following
number of issued and outstanding common shares, the only class of securities of
each Fund:

Developing Markets Fund 1,308,348 Bond Fund 721,750
Small Cap Fund 3,145,614 Minnesota Tax-Free Fund 10,666,184
International Fund 5,296,045 Tax-Free Income Fund 39,330,240
Mid Cap Fund 24,812,947 U.S. Government Fund 7,806,156
Large Cap Fund 1,823,365 Money Market Fund 33,293,069
Balanced Fund 350,435

SHARE OWNERSHIP

Except as set forth below, no person or entity, to the knowledge of Fund
management, beneficially owned more than 5% of the outstanding shares of any
Fund as of August 25, 1997. The following table sets forth certain share
ownership information (including the number of shares owned and the percentage
of total outstanding shares of the Funds such shares represented) with respect
to directors of the Funds, all officers and directors as a group, and persons
and entities known by the Funds to beneficially own more than 5% of any of the
Fund's outstanding shares as of August 25, 1997:

<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
--------------------------------------------------------------------------------------------------------
DEVELOPING SMALL CAP INTERNATIONAL MID CAP LARGE CAP BALANCED
BENEFICIAL OWNERS MARKETS FUND FUND FUND FUND FUND FUND
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

DIRECTORS: # % # % # % # % # % # %
Eugene C. Sit 35,596 2.72 208,762 6.64 135,435 2.56 474,593 1.91 27,430 1.50 1,093 (a)
William E. Frenzel 1,048 (a) 9,194 (a) 15,198 (a) 79,214 (a) 0 n/a 0 n/a
John E. Hulse 0 n/a 0 n/a 0 n/a 0 n/a 0 n/a 0 n/a
Sidney L. Jones 0 n/a 1,087 (a) 1,121 (a) 9,154 (a) 0 n/a 0 n/a
Peter L. Mitchelson 0 n/a 11,228 (a) 6,789 (a) 17,176 (a) 2,733 (a) 0 n/a
Donald W. Phillips 0 n/a 0 n/a 10,756 (a) 29,461 (a) 0 n/a 0 n/a
All Officers/Directors 56,687 4.33 341,575 10.86 277,685 5.24 1,090,484 4.39 56,494 3.10 1,093 (a)
Sit Investment 294,373 22.50 528,441 16.80 312,058 5.89 612,115 2.47 137,409 7.54 121,270 34.61
Associates, Inc.
& Affiliates (various
accounts)
(a) Less than 1%

OTHER 5% SHAREHOLDERS:
The Danforth Foundation 120,872 6.63
c/o Melvin C. Bahle
231 Bemiston Ave. #1080
St. Louis, MO

Dennis W. Gartner, Trustee 34,740 9.91
Electric Component Sales,
Inc.
Profit Sharing Plan & Trust
6474 City West Parkway
Eden Prairie, MN

Richard & Marlys Lynch, 42,494 12.13
Trustees
El-Tronic Precision Inc.
Profit Sharing and 401K
Plan
7345 Baker St NE
Fridley, MN

Robert Vokes & 24,004 6.85
Kraig Lungstrom, Trustees
Northstar Matrix Services,
401K Plan
7101 31st Ave. N
Minneapolis, MN

Robert Gendron, Trustee 452,676 14.39
University of California
Berkeley Foundation
2440 Bancroft Way, Ste. 308
Berkeley, CA

</TABLE>

<PAGE>

NUMBER OF SHARES BENEFICIALLY OWNED
---------------------------------------------------------------------------------------
BOND MINNESOTA TAX-FREE GOVERNMENT MONEY MARKET
BENEFICIAL OWNERS FUND FUND INCOME FUND FUND FUND
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

DIRECTORS: # % # % # % # % # %
Eugene C. Sit 1,261 (a) 67,932 (a) 374,915 (a) 10,654 (a) 14,064 (a)
Michael C. Brilley 0 n/a 5,407 (a) 0 n/a 0 n/a 776 (a)
William E. Frenzel 0 n/a 0 n/a 187,000 (a) 0 n/a 0 n/a
John E. Hulse 0 n/a 0 n/a 0 n/a 0 n/a 0 n/a
Sidney L. Jones 0 n/a 0 n/a 1,620 (a) 0 n/a 0 n/a
Peter L. Mitchelson 0 n/a 85,197 (a) 33,146 (a) 0 n/a 0 n/a
Donald W. Phillips 0 n/a 0 n/a 0 n/a 0 n/a 0 n/a
All Officers/Directors 1,261 (a) 199,538 1.87 730,192 1.86 17,300 (a) 20,267 (a)
Sit Investment 66,907 9.27 218,064 2.04 501,581 1.28 331,605 4.25 3,228,713 9.70
Associates, Inc.
& affiliates (various
accounts)
(a) Less than 1%

OTHER 5% SHAREHOLDERS:

The Danforth Foundation 1,754,030 5.27
c/o Melvin C. Bahle
231 S. Bemiston Ave., Ste. 1080
St. Louis, MO

Charles G. Koch 1,696,257 5.10
Attn: Ruth Williams
4111 E. 37th Street N.
Wichita, KS

Pembroke Limited 1,712,085 5.14
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola
British Virgin Islands

Metropolitan Sports Facilities 1,760,274 5.29
Commission
900 South Fifth Street
Minneapolis, MN

W. John Driscoll 559,178 5.24
332 Minnesota St., Ste. 2100
St. Paul, MN

John Allen Gambell 691,302 6.48
3100 Foxpoint Road
Burnsville, MN

S. Walter Richey 70,603 9.78
Northern Trust Cust.
900 2nd Ave. S. Ste. 1800
Minneapolis, MN

</TABLE>

<PAGE>

NUMBER OF SHARES BENEFICIALLY OWNED
-----------------------------------------------------------------------------------------
BOND MINNESOTA TAX-FREE GOVERNMENT MONEY MARKET
BENEFICIAL OWNERS FUND FUND INCOME FUND FUND FUND
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

OTHER 5% SHAREHOLDERS (CONT.): # % # % # % # % # %
Victor C. Wallestad 335,223 46.45
Foundation
Norwest Bank MN, NA
733 Marquette Ave.
Minneapolis, MN

</TABLE>

ANNUAL REPORTS OF THE FUNDS

The combined Annual Report of the Bond Funds, containing financial
statements for the fiscal year ended March 31, 1997 was mailed to shareholders
of the Bond Funds on approximately May 30, 1997. The combined Annual Report of
the Stock Funds, containing financial statements for the fiscal year ended June
30, 1997 was mailed to shareholders of the Stock Funds on approximately August
31, 1997. If you have not received a report for your Fund or would like to
receive another copy, please contact the Funds at 800-332-5580 or 612-334-5888
and one will be sent, without charge, by first class mail, within three business
days.

PROPOSAL 1
ELECTION OF DIRECTORS

It is intended that the enclosed Proxies will be voted for the election of
the persons named below as directors for the applicable Funds, or in the case of
the Series Funds, the applicable corporation, unless such authority has been
withheld in the respective Proxy. The term of office of each person elected to
be a Fund Director will be until the next regular or special meeting of the
shareholders at which election of directors is an agenda item and until his
successor is duly elected and shall qualify. Pertinent information regarding
each nominee is set forth below.

NAME (AGE) AND PRINCIPAL OCCUPATION DURING PAST 5 YEARS
BUSINESS ADDRESS (IN ADDITION TO SERVING AS A DIRECTOR OF THE FUNDS)
- ---------------- ---------------------------------------------------
<S> <C>
DIRECTORS OF ALL FUNDS
- ----------------------
Eugene C. Sit, CFA (59)* Chairman, CEO and CIO of Sit Investment Associates,
4600 Norwest Center Inc., (the "Adviser"); Chairman, CEO and CIO of
90 S. 7th Street Sit/Kim International Investment Associates, Inc. (the
Minneapolis, MN 55402-4130 "Sub-Adviser"); Chairman of the Sit Mutual Funds and
Director of SIA Securities Corp. (the "Distributor").

William E. Frenzel (67)** Advisory Director of the Adviser; Director of the
1775 Massachusetts Ave. NW Sub-Adviser; Guest Scholar at The Brookings
Washington, D.C. 20036 Institution; Formerly a Senior member of Congress and
a ranking member on the House Ways and Means Committee
and Vice Chairman of the House Budget Committee.

John E. Hulse (64) Vice Chairman and Chief Financial Officer at Pacific
4303 Quail Run Lane Telesis Group until June 1992; Trustee, Benild
Danville, CA 94506 Religious & Charitable Trust; Trustee, Pacific Gas &
Electric Nuclear Decommissioning Trust.

<PAGE>

NAME (AGE) AND PRINCIPAL OCCUPATION DURING PAST 5 YEARS
BUSINESS ADDRESS (IN ADDITION TO SERVING AS A DIRECTOR OF THE FUNDS
- ---------------- --------------------------------------------------

Sidney L. Jones (61) Adjunct Faculty, Center for Public Policy Education,
8505 Parliament Drive The Brookings Institution, and Visiting Research
Potomac, MD 20854 Associate in Economics at Carleton College; Former
Assistant Secretary for Economic Policy, United States
Department of the Treasury.

Peter L. Mitchelson, CFA (56) * President and Director of the Adviser; Executive Vice
4600 Norwest Center President & Director of Sub-Adviser for Developing
90 S. 7th Street Markets Fund and International Fund; Vice Chairman of
Minneapolis, MN 55402-4130 the Sit Mutual Funds; Director of the Distributor.

Donald W. Phillips (49) President of Forstmann-Leff International, Inc.;
111 West Jackson, Suite 1800 Executive Vice President of Equity Financial and
Chicago, IL 60604 Management Company until early 1997; Chairman of
Equity Institutional Investors, Inc. until early 1997;
Chief Investment Officer of Ameritech, Inc., Chicago,
IL until 1990.

DIRECTOR OF BOND FUNDS ONLY:
- ----------------------------
Michael C. Brilley (52) * Senior Vice President of all Sit Bond Funds and the
4600 Norwest Center Sit Balanced Fund; Senior Vice President and Senior
90 S. 7th Street Fixed Income Officer of the Adviser.
Minneapolis, MN 55402

DIRECTOR EMERITUS (not standing for election)
- ---------------------------------------------
Melvin C. Bahle (77) Financial consultant; Director and/or Officer of
#1 Muirfield Lane several companies, foundations and religious
St. Louis, MO 63141 organizations.

</TABLE>

* Directors who are "interested persons" of the Funds, as defined under the
Investment Company Act of 1940, as amended. Each of said individuals are
interested persons because they are officers, and in certain instances
directors, of the Adviser and/or certain affiliates thereof.

** Director who may be deemed an "interested person" of the Funds (and who,
therefore, is treated by the Funds as an interested person) because of his
role as advisory director of the Adviser and a director of the sub-adviser
for the Developing Markets Fund and International Fund.

Mr. Phillips has been a director of the Mid Cap Fund, Large Cap Fund, U.S.
Government Fund, Tax-Free Income Fund, and Money Market Fund since 1990, the
International Fund since 1993, and since inception for all other Funds. Mr.
Frenzel has been a director of the Small Cap Fund, Balanced Fund, Developing
Markets Fund, International Fund, Bond Fund, and Minnesota Fund since inception
and since 1992 for all other Funds. Dr. Jones was a director of the Mid Cap
Fund, Large Cap Fund, U.S. Government Fund, Tax-Free Income Fund, and Money
Market Fund from October, 1988 to July, 1989, and effective January 20, 1993 was
reappointed to each Board, and has been a director of all other Funds since
inception. Mr. Hulse has been a director of each Fund since July 28, 1995. All
other directors have been directors since the inception of each applicable Fund.

None of the persons named as nominees are directors of reporting companies
except for the Funds. "Reporting companies" include companies with a class of
securities registered pursuant to Section 12 of the Securities Exchange

<PAGE>

Act of 1934 or subject to the requirements of Section 15(d) of such Act, or any
company registered as an investment company under the Investment Company Act of
1940, as amended (the "1940 Act").

The Funds do not have standing audit or nominating committees of the Board
of Directors, or committees performing similar functions. There were four joint
meetings of the Funds' Boards of Directors during their fiscal years ended March
31, 1997 for the Bond Funds and June 30, 1997 for the Stock Funds. Each of the
nominees attended all meetings. The following table sets forth the aggregate
compensation received by each Director for services provided to each Fund during
the most recently ended fiscal year of each Fund, as well as the total
compensation received by each Director for services provided to the eleven funds
of the Sit Mutual Funds (the "Fund Complex") during such periods. Directors who
are officers of the Adviser or any of its affiliates did not receive any such
compensation and are not included in the table.

<TABLE>
<CAPTION>
Aggregate Pension or
Compensation For Retirement Benefits Estimated Total
Services Rendered Accrued As Part Annual Benefits Compensation From
Director to Each Fund of Fund Expenses Upon Retirement Fund Complex
-------- ------------ ---------------- --------------- ------------
<S> <C> <C> <C> <C>
Melvin C. Bahle $1,454.55 None None $16,000
John E. Hulse 1,454.55 None None 16,000
William E. Frenzel 1,454.55 None None 16,000
Sidney L. Jones 1,454.55 None None 16,000
Donald W. Phillips 1,454.55 None None 16,000

</TABLE>

Pursuant to the advisory agreement with each Fund, the Adviser pays all
of the Funds' expenses including the compensation and expenses of the Directors
(but excluding extraordinary expenses, interest, brokerage commissions, and
other transaction charges relating to investing activities).

In voting for directors, you must vote all of your shares
noncumulatively. This means that the owners of a majority of each Fund's
outstanding shares have the power to elect that Fund's entire Board of
Directors. The vote of a majority of shares of each Fund represented at the
meeting, provided at least a quorum is represented in person or by proxy, is
sufficient for the election of the above nominees to each Fund's Board of
Directors. A quorum for the Series Funds is constituted by 10% of the shares
outstanding of each series. A quorum for the non-series funds (Large Cap Fund,
Mid Cap Fund, Government Fund, and Money Market Fund, collectively, the
"Non-Series Funds"), is constituted by a majority of the shares outstanding of
each fund. By completing the Proxy, you give the proxy the right to vote for the
persons named in the table above. If you elect to withhold authority for any
individual nominee, you may do so by making an "X" in the box marked "FOR", and
by striking a line through such nominee's name on the Proxy, as further
explained on the Proxy itself.

All of the nominees have agreed to serve as Directors. If any unforeseen
event prevents one or more of the nominees from serving as a director, your
votes will be cast for the election of a substitute or substitutes selected by
the Board. In no event, however, can the Proxies be voted for a greater number
of persons than the number of nominees named. Unless otherwise instructed, the
proxies will vote for the election of each nominee to serve as a Director.

EACH FUND'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF THE PERSONS NAMED ABOVE AS DIRECTORS.

<PAGE>

PROPOSAL 2
RATIFICATION OR REJECTION OF INDEPENDENT AUDITOR

The 1940 Act provides that every registered investment company shall be
audited at least once each year by independent auditors selected by a majority
of the directors of the investment company who are not interested persons of the
investment company. The 1940 Act requires that such selection be submitted for
ratification or rejection by the shareholders at their next meeting following
such selection.

At a meeting held on July 24, 1997, the directors of the Funds selected
KPMG Peat Marwick LLP to be each Fund's independent auditor for the fiscal year
ending March 31, 1998 for the Bond Funds and June 30, 1998 for the Stock Funds.
Such firm has served as each Fund's independent auditor since each such Fund's
inception. KPMG Peat Marwick LLP has no material direct or indirect financial
interest in any of the Funds, other than the receipt of fees for services to the
Funds.

Representatives of KPMG Peat Marwick LLP are expected to be present at
the meeting. Such representatives will be given the opportunity to make
statements to shareholders if they so desire, and are expected to be available
to respond to any questions which may arise at the meeting.

The vote of a majority of the shares of each Fund represented at the
meeting, provided at least a quorum is represented in person or by proxy, is
sufficient for the ratification of the selection of the independent auditor of
each Fund. A quorum for the Series Funds is constituted by 10% of the shares
outstanding of each series. A quorum for the Non-Series Funds is constituted by
a majority of the shares outstanding of each fund. Unless otherwise instructed,
the proxies will vote for the ratification of the selection of KPMG Peat Marwick
LLP as each Bond Fund's independent auditor for the fiscal year ending March 31,
1998 and each Stock Fund's independent auditor for the fiscal year ending June
30, 1998.

EACH FUND'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP AS EACH FUND'S
INDEPENDENT AUDITOR.

PROPOSAL 3
ELIMINATION OF RESTRICTIONS ON PLEDGING FUND ASSETS AND ALLOWING
TEMPORARY EMERGENCY OR EXTRAORDINARY BORROWING

The current fundamental investment restrictions of the Small Cap Fund,
Mid Cap Fund, Large Cap Fund, Balanced Fund, Developing Markets Fund and
International Fund state that such funds will not borrow money, except for
temporary or emergency purposes but not for the purchase of investments, and
then not in excess of 5% of the Fund's net assets; or pledge the Fund's
securities or receivables, transfer, assign or otherwise encumber them in an
amount exceeding the amount of the borrowing secured thereby.

The current fundamental investment restrictions of the Bond Fund and
Minnesota Fund state that such funds will not borrow money, except for temporary
or emergency purposes but not for the purchase of investments, and then not in
excess of 5% of the Fund's net assets; or pledge, mortgage or hypothecate the
Fund's assets, transfer, assign or otherwise encumber them in an amount
exceeding the amount of the borrowing secured thereby.

<PAGE>

The current fundamental investment restrictions of the Tax-Free Income
Fund states that the Fund will not mortgage, pledge or hypothecate its assets
except in an amount not exceeding 10% of its net assets to secure temporary or
emergency borrowing.

The current fundamental investment restrictions of the Money Market
Fund states that the Fund will not borrow money, except from banks for temporary
or emergency purposes but not for the purpose of purchase of investments, and
then, not in excess of 5% of the Fund's net assets.

The current fundamental investment restrictions of the U.S. Government
Fund states that the Fund will not borrow money.

The proposed amendment to each Fund's fundamental investment policies
will eliminate the policy restricting the ability of each Fund to pledge,
mortgage or hypothecate the Fund's assets and will allow each Fund to
temporarily borrow money for emergency or extraordinary purposes but not for the
purchase of investments and not in excess of 33-1/3% of the Fund's total net
assets. Upon the approval of such investment policy by the shareholders, the
Board of Directors of each Fund will adopt a non-fundamental investment policy
to allow each Fund to pledge, mortgage or hypothecate the Fund's assets, or
otherwise encumber them but only to the extent necessary to secure permitted
borrowings.

The Adviser currently has no intentions for the Funds to borrow money.
The Funds have not borrowed money in the past. However, the Adviser and the
Board of Directors believe that the investment restrictions should be amended so
that in an emergency or extraordinary situation the Board of Directors and the
Adviser have the flexibility to borrow money if they believe that such
borrowings would be in the best interest of a Fund in order to meet its cash
obligations. Borrowing money could decrease the average annual return to
shareholders and the Fund's share price may be subject to greater fluctuation
until the borrowing is paid off. Borrowing money and any corresponding pledge of
assets also involves certain risks to a Fund. However, the Funds will only enter
into borrowing arrangements which are temporary, in response to an emergency or
extraordinary situation, and not for the purpose of purchasing investments.

Although there can be no assurance that the risks described above will
not adversely affect the Fund, the Board of Directors believes that the
potential benefits that may accrue to a Fund as a consequence of the amendment
will outweigh any such increase in risk.

Approval of this proposal requires the affirmative vote of holders of a
majority of the outstanding shares of each Fund. For this purpose, the term
"majority of the outstanding shares" means the vote of (i) 67% or more of the
shares of a Fund present at the meeting, so long as the holders of more than 50%
of a Fund's outstanding shares are present or represented by proxy, or (ii) more
than 50% of the outstanding shares, whichever is less.

EACH FUND'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE AMENDMENT TO EACH FUND'S FUNDAMENTAL INVESTMENT POLICIES TO ELIMINATE
RESTRICTIONS ON EACH FUND'S ABILITY TO PLEDGE FUND ASSETS AND ALLOW EACH FUND TO
TEMPORARILY BORROW MONEY FOR EMERGENCY OR EXTRAORDINARY PURPOSES.

<PAGE>

PROPOSAL 4
LARGE CAP GROWTH FUND'S INVESTMENT OBJECTIVE

The Fund's current investment objective is to achieve long-term capital
appreciation and, secondarily, current income. The Fund has pursued its
objective by investing primarily in common stocks of medium to large growth
companies with a capitalization of over $5 billion at the time of purchase. The
Fund currently is permitted to invest up to 100% of its assets in common stocks
and up to 50% of its assets in debt securities. The Fund's portfolio emphasizes
common stocks that are issued by companies with records of stable profit growth
and dividend payments.

The Fund's management and the Fund's investment adviser, Sit Investment
Associates, Inc. (the "Adviser"), propose to amend the Fund's investment
objective to provide that the Fund's objective will be to maximize long-term
capital appreciation. The amendment eliminates the reference to current income
as a secondary objective.

If approved by Fund shareholders, the Adviser intends to pursue the
Fund's new objective by continuing to invest primarily in common stocks of
medium to large growth companies with a capitalization of over $5 billion at the
time of purchase. Under normal market conditions, at least 80% of the Fund's
total assets will be invested in such securities at the time of purchase.

The Adviser and Fund management believe that the proposed amendment to
the Fund's investment objectives will more accurately describe the Fund's
portfolio and eliminate any confusion regarding the Adviser's investment
strategy.

THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
PROPOSED AMENDMENT TO THE FUND'S INVESTMENT OBJECTIVE.

SHAREHOLDER PROPOSALS FOR 1998 MEETING
No proposals were received from shareholders this year. Any shareholder
proposal for consideration at the 1998 annual meeting, which will be held in
October, 1998, must be received by the Funds in writing on or before June 1,
1998.

September 8, 1997

By Order of the Board of Directors,

/s/ Eugene C. Sit
Eugene C. Sit
Chairman

<PAGE>

PROXY
SIT MID CAP GROWTH FUND, INC.
4600 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-5888; (800) 332-5580

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MID CAP
GROWTH FUND, INC.

The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson,
Paul E. Rasmussen and Michael J. Radmer, and each of them, with power to act
without the other and with the right of substitution in each, as proxies of the
undersigned and hereby authorizes each of them to represent and to vote, as
designated below, all the shares of common stock of Sit Mid Cap Growth Fund,
Inc. (the "Fund"), held of record by the undersigned on August 25, 1997, at the
annual meeting of shareholders of the Fund to be held on October 21, 1997, or
any adjournment or postponements thereof, with all powers the undersigned would
possess if present in person. All previous proxies given with respect to the
meeting hereby are revoked.

THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:

1. Election of Directors:

[ ] FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY
BELOW)
Eugene C. Sit William E. Frenzel John E. Hulse
Sidney L. Jones Peter L. Mitchelson Donald W. Phillips
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME BELOW:

---------------------------------------------------------------------------

2. Selection of KPMG Peat Marwick to serve as the Fund's independent auditors
for the fiscal year ending June 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to amend the Fund's fundamental investment policy to allow the
temporary borrowing of money for emergency or extraordinary purposes and to
allow the pledging of the Fund's assets to the extent necessary to secure
permitted borrowings.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1, 2, 3, AND 4 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.

PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD
BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.

Dated: __________________________, 1997

_______________________________________
Signature (and title if applicable)

_______________________________________
Signature if held jointly

TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY
SIT LARGE CAP GROWTH FUND, INC.
4600 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-5888; (800) 332-5580

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT LARGE
CAP GROWTH FUND, INC.

The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E.
Rasmussen and Michael J. Radmer, and each of them, with power to act without the
other and with the right of substitution in each, as proxies of the undersigned
and hereby authorizes each of them to represent and to vote, as designated
below, all the shares of common stock of Sit Large Cap Growth Fund, Inc. (the
"Fund"), held of record by the undersigned on August 25, 1997, at the annual
meeting of shareholders of the Fund to be held on October 21, 1997, or any
adjournment or postponements thereof, with all powers the undersigned would
possess if present in person. All previous proxies given with respect to the
meeting hereby are revoked.

THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:

1. Election of Directors:

---------------------------------------------------------------------------

2. Selection of KPMG Peat Marwick to serve as the Fund's independent auditors
for the fiscal year ending June 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. Proposal to amend the Fund's fundamental investment objectives from
"achieve long-term capital appreciation and, secondarily, current income"
to "maximize long-term capital appreciation."
[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1, 2, 3, 4 AND 5 ABOVE. RECEIPT OF NOTICE OF MEETING AND
THE PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.

Dated: __________________________, 1997

_______________________________________
Signature (and title if applicable)

_______________________________________
Signature if held jointly

TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY
SIT INTERNATIONAL GROWTH FUND
4600 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-5888; (800) 332-5580

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT
INTERNATIONAL GROWTH FUND

The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E.
Rasmussen and Michael J. Radmer, and each of them, with power to act without the
other and with the right of substitution in each, as proxies of the undersigned
and hereby authorizes each of them to represent and to vote, as designated
below, all the shares of common stock of Sit International Growth Fund (the
"Fund"), held of record by the undersigned on August 25, 1997, at the annual
meeting of shareholders of the Fund to be held on October 21, 1997, or any
adjournment or postponements thereof, with all powers the undersigned would
possess if present in person. All previous proxies given with respect to the
meeting hereby are revoked.

THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:

1. Election of Directors:

---------------------------------------------------------------------------

2. Selection of KPMG Peat Marwick to serve as the Fund's independent auditors
for the fiscal year ending June 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1,2,3 AND 4 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.

Dated: __________________________, 1997

_______________________________________
Signature (and title if applicable)

_______________________________________
Signature if held jointly

TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY
SIT BALANCED FUND
4600 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-5888; (800) 332-5580

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT
BALANCED FUND

The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E.
Rasmussen and Michael J. Radmer, and each of them, with power to act without the
other and with the right of substitution in each, as proxies of the undersigned
and hereby authorizes each of them to represent and to vote, as designated
below, all the shares of common stock of Sit Balanced Fund (the "Fund"), held of
record by the undersigned on August 25, 1997, at the annual meeting of
shareholders of the Fund to be held on October 21, 1997 or any adjournment or
postponements thereof, with all powers the undersigned would possess if present
in person. All previous proxies given with respect to the meeting hereby are
revoked.

THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:

1. Election of Directors:

---------------------------------------------------------------------------

2. Selection of KPMG Peat Marwick to serve as the Fund's independent auditors
for the fiscal year ending June 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1, 2, 3 AND 4 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.

Dated: __________________________, 1997

_______________________________________
Signature (and title if applicable)

_______________________________________
Signature if held jointly

TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY
SIT SMALL CAP GROWTH FUND
4600 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-5888; (800) 332-5580

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT SMALL
CAP GROWTH FUND

The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E.
Rasmussen and Michael J. Radmer, and each of them, with power to act without the
other and with the right of substitution in each, as proxies of the undersigned
and hereby authorizes each of them to represent and to vote, as designated
below, all the shares of common stock of Sit Small Cap Growth Fund (the "Fund"),
held of record by the undersigned on August 25, 1997, at the annual meeting of
shareholders of the Fund to be held on October 21, 1997, or any adjournment or
postponements thereof, with all powers the undersigned would possess if present
in person. All previous proxies given with respect to the meeting hereby are
revoked.

THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:

1. Election of Directors:

---------------------------------------------------------------------------

2. Selection of KPMG Peat Marwick to serve as the Fund's independent auditors
for the fiscal year ending June 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1, 2, 3 AND 4 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.

Dated: __________________________, 1997

_______________________________________
Signature (and title if applicable)

_______________________________________
Signature if held jointly

TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY
SIT DEVELOPING MARKETS GROWTH FUND
4600 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-5888; (800) 332-5580

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT
DEVELOPING MARKETS GROWTH FUND

The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E.
Rasmussen and Michael J. Radmer, and each of them, with power to act without the
other and with the right of substitution in each, as proxies of the undersigned
and hereby authorizes each of them to represent and to vote, as designated
below, all the shares of common stock of SIT Developing Markets Growth Fund (the
"Fund"), held of record by the undersigned on August 25, 1997, at the annual
meeting of shareholders of the Fund to be held on October 21, 1997, or any
adjournment or postponements thereof, with all powers the undersigned would
possess if present in person. All previous proxies given with respect to the
meeting hereby are revoked.

THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:

1. Election of Directors:

[ ] FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY
BELOW)
Eugene C. Sit William E. Frenzel John E. Hulse
Sidney L. Jones Peter L. Mitchelson Donald W. Phillips
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMIENES LISTED BELOW.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME BELOW:

---------------------------------------------------------------------------

2. Selection of KPMG Peat Marwick to serve as the Fund's independent auditors
for the fiscal year ending June 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

Dated: __________________________, 1997

_______________________________________
Signature (and title if applicable)

_______________________________________
Signature if held jointly

TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY
SIT U.S. GOVERNMENT SECURITIES FUND, INC.
4600 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-5888; (800) 332-5580

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT U.S.
GOVERNMENT SECURITIES FUND, INC.

The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E.
Rasmussen and Michael J. Radmer, and each of them, with power to act without the
other and with the right of substitution in each, as proxies of the undersigned
and hereby authorizes each of them to represent and to vote, as designated
below, all the shares of common stock of SIT U.S. Government Securities Fund,
Inc. (the "Fund"), held of record by the undersigned on August 25, 1997, at the
annual meeting of shareholders of the Fund to be held on October 21, 1997, or
any adjournment or postponements thereof, with all powers the undersigned would
possess if present in person. All previous proxies given with respect to the
meeting hereby are revoked.

THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:

1. Election of Directors:

[ ] FOR all of the nominees listed below AS MARKED TO THE CONTRARY BELOW)
Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse
Sidney L. Jones Peter L. Mitchelson Donald W. Phillips
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME BELOW:

---------------------------------------------------------------------------

2. Selection of KPMG Peat Marwick to serve as the Fund's independent auditors
for the fiscal year ending March 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

Dated: __________________________, 1997

_______________________________________
Signature (and title if applicable)

_______________________________________
Signature if held jointly

TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY
SIT BOND FUND
4600 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-5888; (800) 332-5580

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT BOND
FUND

The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E.
Rasmussen and Michael J. Radmer, and each of them, with power to act without the
other and with the right of substitution in each, as proxies of the undersigned
and hereby authorizes each of them to represent and to vote, as designated
below, all the shares of common stock of Sit Bond Fund (the "Fund"), held of
record by the undersigned on August 25, 1997, at the annual meeting of
shareholders of the Fund to be held on Octobe 21, 1997, or any adjournment or
postponements thereof, with all powers the undersigned would possess if present
in person. All previous proxies given with respect to the meeting hereby are
revoked.

THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:

1. Election of Directors:

[ ] FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY
BELOW)
Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse
Sidney L. Jones Peter L. Mitchelson Donald W. Phillips
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME BELOW:

---------------------------------------------------------------------------

2. Selection of KPMG Peat Marwick to serve as the Fund's independent auditors
for the fiscal year ending March 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1 AND 2 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE PROXY
STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS
PROXY.

Dated: __________________________, 1997

_______________________________________
Signature (and title if applicable)

_______________________________________
Signature if held jointly

TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY
SIT TAX-FREE INCOME FUND
4600 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-5888; (800) 332-5580

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT
TAX-FREE INCOME FUND

The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E.
Rasmussen and Michael J. Radmer, and each of them, with power to act without the
other and with the right of substitution in each, as proxies of the undersigned
and hereby authorizes each of them to represent and to vote, as designated
below, all the shares of common stock of SIT Tax-Free Income Fund (the "Fund"),
held of record by the undersigned on August 25, 1997, at the annual meeting of
shareholders of the Fund to be hel on October 21, 1997, or any adjournment or
postponements thereof, with all powers the undersigned would possess if present
in person. All previous proxies given with respect to the meeting hereby are
revoked.

THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:

1. Election of Directors:

---------------------------------------------------------------------------

2. Selection of KPMG Peat Marwick to serve as the Fund's independent auditors
for the fiscal year ending March 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1, 2, 3 AND 4 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.

Dated: __________________________, 1997

_______________________________________
Signature (and title if applicable)

_______________________________________
Signature if held jointly

TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY
SIT MINNESOTA TAX-FREE INCOME FUND
4600 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-5888; (800) 332-5580

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT
MINNESOTA TAX-FREE INCOME FUND

The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E.
Rasmussen and Michael J. Radmer, and each of them, with power to act without the
other and with the right of substitution in each, as proxies of the undersigned
and hereby authorizes each of them to represent and to vote, as designated
below, all the shares of common stock of Sit Minnesota Tax-Free Income Fund (the
"Fund"), held of record by the undersigned on August 25, 1997, at the annual
meeting of shareholders of the Fund to be held on October 21, 1997, or any
adjournment or postponements thereof, with all powers the undersigned would
possess if present in person. All previous proxies given with respect to the
meeting hereby are revoked.

THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:

1. Election of Directors:

[ ] FOR all of the nominees listed below (EXCEPT AS MARKED TO THE CONTRARY
BELOW
Eugene C. Sit Michael C. Brilley William E. Frenzel John E. Hulse
Sidney L. Jones Peter L. Mitchelson Donald W. Phillips
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME BELOW:

---------------------------------------------------------------------------

2. Selection of KPMG Peat Marwick to serve as the Fund's independent auditors
for the fiscal year ending March 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

Dated: __________________________, 1997

_______________________________________
Signature (and title if applicable)

_______________________________________
Signature if held jointly

TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.

<PAGE>

PROXY
SIT MONEY MARKET FUND, INC.
4600 NORWEST CENTER
MINNEAPOLIS, MINNESOTA 55402
(612) 334-5888; (800) 332-5580

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SIT MONEY
MARKET FUND, INC.

The undersigned hereby appoints Eugene C. Sit, Peter L. Mitchelson, Paul E.
Rasmussen and Michael J. Radmer, and each of them, with power to act without the
other and with the right of substitution in each, as proxies of the undersigned
and hereby authorizes each of them to represent and to vote, as designated
below, all the shares of common stock of SIT Money Market Fund, Inc. (the
"Fund"), held of record by the undersigned on August 25, 1997, at the annual
meeting of shareholders of the Fund to be held on October 21, 1997, or any
adjournment or postponements thereof, with all powers the undersigned would
possess if present in person. All previous proxies given with respect to the
meeting hereby are revoked.

THE PROXIES ARE INSTRUCTED TO VOTE AS FOLLOWS:

1. Election of Directors:

---------------------------------------------------------------------------

2. Selection of KPMG Peat Marwick to serve as the Fund's independent auditors
for the fiscal year ending March 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN

Dated: __________________________, 1997

_______________________________________
Signature (and title if applicable)

_______________________________________
Signature if held jointly

TO SAVE FURTHER SOLICITATION EXPENSE, PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE.