U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: SIT LARGE CAP GROWTH FUND, INC.
4600 NORWEST CENTER
MINNEAPOLIS, MN 55402
2. Name of each series or class of funds for which this notice is filed:
Sit Large Cap Growth Fund, Inc.
3. Investment Company Act File Number: 811-03343
Securities Act File Number: 2-75152
4. Last day of fiscal year for which this notice is filed: June 30, 1997
5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but not before termination of the issuer's 24f-2
declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2
in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year: N/A
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: N/A
9. Number and aggregate sale price of securities sold during the fiscal year:
578,426 shares $20,231,257
10.Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
578,426 shares $20,231,257
11.Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
12.Calculation of registration fee:
(I) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from item 10): $ 20,231,257
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): +
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable:) 408,921 shares - 14,329,400
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +
<PAGE>
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): 5,901,857
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6): x .0003448
(vii) Fee due [line (I) or line (v) multiplied by line (vi)]: $ 2,034.96
Instructions: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: August 8, 1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/ Paul E. Rasmussen
Vice President
Date: August 11, 1997
<PAGE>
August 5,1997
Sit Large Cap Growth Fund, Inc.
4600 Norwest Center
Minneapolis, Minnesota 55402
Re: Rule 24f-2 Notice (Registration Number 2-75152)
Ladies and Gentlemen:
We have acted as general counsel to Sit Large Cap Growth Fund, Inc., a
Minnesota corporation (the "Fund"), in connection with the Fund's Registration
Statement on Form N-1A (Registration Number 2-75152). This opinion is addressed
to you in connection with a filing by the Fund of a notice (the "Notice")
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. In
that connection, we have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of this opinion. Based thereon, we advise you that, in our opinion, the
578,426 shares of common stock, $.001 par value per share, issued by the Fund
during the fiscal year ended June 30, 1997, as set forth in the Notice, were
legally issued, have been fully paid, and are nonassessable, if issued and
sold upon the terms and in the manner set forth in the Registration Statement of
the Fund referred to above.
Very truly yours,
/S/ Dorsey & Whitney LLP
MJR
