SIT LARGE CAP GROWTH FUND INC, DEF 14A, 1998-09-10

SIT LARGE CAP GROWTH FUND INC
DEF 14A, 1998-09-10

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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 SCIENCE AND TECHNOLOGY GROWTH FUND
SIT REGIONAL GROWTH 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>

SIT LARGE CAP GROWTH FUND, INC.
SIT MID CAP GROWTH FUND, INC.
SIT SMALL CAP GROWTH FUND
SIT BALANCED FUND
SIT SCIENCE AND TECHNOLOGY GROWTH FUND
SIT REGIONAL GROWTH 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 27, 1998

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

September 11, 1998

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 Science and Technology Growth
Fund ("Science and Technology Fund"), Sit Regional Growth Fund ("Regional
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 1:45 P.M. (MINNEAPOLIS TIME)
ON TUESDAY, OCTOBER 27, 1998 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,
1999 or June 30, 1999;

<PAGE>

3. Approve or disapprove an amendment to the Large Cap Fund, Mid Cap Fund,
U.S. Government Fund, and International Fund's fundamental investment
restrictions to eliminate the restriction regarding each fund's ability to
invest in securities of investment companies;

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

Shareholders of record on August 28, 1998 are the only persons entitled to
notice of and to vote at the meeting. We hope you can attend. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY
IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. IN ORDER TO AVOID THE ADDITIONAL
EXPENSE OF FURTHER SOLICITATION, WE RESPECTFULLY ASK FOR YOUR COOPERATION IN
MAILING IN YOUR PROXY MATERIAL. If you are present at the meeting, you may then
revoke your proxy and vote in person, as explained in the accompanying Proxy
Statement.

By Order of the Board of Directors,

Eugene C. Sit
Chairman

<PAGE>

PROXY STATEMENT

SIT LARGE CAP GROWTH FUND, INC.
SIT MID CAP GROWTH FUND, INC.
SIT SMALL CAP GROWTH FUND
SIT BALANCED FUND
SIT SCIENCE AND TECHNOLOGY GROWTH FUND
SIT REGIONAL GROWTH 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 27, 1998

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 Science and Technology Growth Fund ("Science and
Technology Fund"), Sit Regional Growth Fund ("Regional 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 1:45 p.m. (Minneapolis time) on Tuesday,
October 27, 1998 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 11, 1998. 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.

The Sit Mutual Funds are comprised of six corporate issuers of either one
series or multiple series. Sit Mid Cap Growth Fund, Inc., Sit Large Cap Growth
Fund, Inc., Sit U.S. Government Securities Fund, Inc., and Sit Money Market
Fund, Inc. are issuers of one series (collectively, the "Non-Series Funds"). Sit
Mutual Funds, Inc. is the corporate issuer of the International Fund, Balanced
Fund, Developing Markets Fund, Small Cap Fund, Science and Technology Fund, and
Regional Fund; and Sit Mutual Funds II, Inc. is the corporate issuer of the
Tax-Free Income Fund, Minnesota Fund and Bond Fund, (collectively, the "Series
Funds").

<PAGE>

Each shareholder is entitled to one vote for each share held. With respect
to the election of directors (proposal 1) and ratification or rejection of the
independent auditor (proposal 2), a majority of the shares outstanding of each
Non-Series Fund must be present in person or by proxy to achieve a quorum and
10% of the shares outstanding of each Series Fund must be present in person or
by proxy to achieve a quorum. Shareholders of the Series Funds vote together as
shareholders of the corporate issuer. Provided a quorum is represented, approval
of proposals 1 and 2 requires the affirmative vote of more than 50% of shares of
each fund represented at the meeting. With respect to the amendment to the
fundamental investment policies of the Large Cap Fund, Mid Cap Fund, U.S.
Government Fund, and International Fund (proposal 3), approval requires the
affirmative vote of (i) at least 67% of shares of each fund if holders of more
than 50% of a fund's outstanding shares are present or represented by proxy, or
(ii) more than 50% of shares of each fund, whichever is less. None of the
matters to be presented at the meeting will entitle any shareholder to
cumulative voting or appraisal rights.

A proxy may be revoked before the meeting by giving written notice of
revocation to the Secretary of the Funds, or at the meeting prior to voting.
Unless revoked, properly executed proxies in which choices are not specified by
the shareholders will be voted "for" each item for which no choice is specified,
in accordance with the recommendation of the applicable Fund's Board of
Directors. In instances where choices are specified by the shareholders in the
proxy, those proxies will be voted or the vote will be withheld in accordance
with the shareholder's choice. With regard to the election of directors, votes
may be cast in favor or withheld. Abstentions may be specified on all proposals
other than the election of directors. Abstentions and votes withheld with
respect to the election of directors will be counted as present for purposes of
determining whether a quorum of shares is present at the meeting with respect to
the item on which the abstention is noted, and will have the same effect as a
vote "against" such item. Under the Rules of the New York Stock Exchange, if a
proposal is considered "non-discretionary," then brokers who hold Fund shares in
street name for customers are not authorized to vote on such proposal on behalf
of their customers who have not furnished the broker specific voting
instructions. If a broker returns a "non-vote" proxy, indicating a lack of
authority to vote on a proposal, then the shares covered by such non-vote shall
not be counted as present for purposes of calculating the vote with respect to
such proposal. So far as the Board of Directors is aware, no matter other than
those described in this Proxy Statement will be acted upon at the meeting.
Should other matters properly come before the meeting calling for a vote of
shareholders, it is the intention of the persons named as proxies in the
enclosed proxy to act upon such matters according to their best judgment.

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 27, 1998, 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.

Only shareholders of record on August 28, 1998 may vote at the meeting or
any adjournment thereof. As of August 28, 1998, the Funds had the following
number of issued and outstanding common shares, the only class of securities of
each Fund:

<TABLE>
<S> <C> <C> <C> <C> <C>
Large Cap Fund 2,450,897 Science and Technology Fund 447,037 Money Market Fund 45,762,932
Mid Cap Fund 23,954,198 Regional Fund 448,474 U.S. Government Fund 11,552,711
Small Cap Fund 2,556,179 International Fund 4,990,437 Bond Fund 1,142,819
Balanced Fund 448,112 Developing Markets Fund 1,338,248 Tax-Free Income Fund 61,523,565
Minnesota Fund 17,772,166
</TABLE>

<PAGE>

SHARE OWNERSHIP

Except as set forth below, no person or entity, to the knowledge of Fund
management, beneficially owned more than 5% of the outstanding shares of any
Fund as of August 28, 1998. The following table sets forth certain share
ownership information (including the number of shares owned and the percentage
of total outstanding shares of the Funds such shares represented) with respect
to directors of the Funds, all officers and directors as a group, and persons
and entities known by the Funds to beneficially own more than 5% of any of the
Fund's outstanding shares as of August 28, 1998:

<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
--------------------------------------------------------------------------------------
LARGE CAP MID CAP SMALL CAP BALANCED
BENEFICIAL OWNERS FUND FUND FUND FUND
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DIRECTORS: # % # % # % # %
- ----------
Eugene C. Sit 30,386 1.24 541,182 2.26 205,369 8.03 1,211 (a)
Michael C. Brilley 0 n/a 0 n/a 0 n/a 0 n/a
William E. Frenzel 0 n/a 73,988 (a) 8,074 (a) 0 n/a
John E. Hulse 0 n/a 0 n/a 4,783 (a) 0 n/a
Sidney L. Jones 1,349 (a) 9,560 (a) 0 n/a 0 n/a
Peter L. Mitchelson 3,028 (a) 19,638 (a) 11,228 (a) 0 n/a
Donald W. Phillips 0 n/a 33,684 (a) 0 n/a 0 n/a
All Officers/Directors 55,402 2.26 1,034,404 4.32 321,226 12.57 1,211 (a)
Sit Investment Associates, 153,844 6.28 645,548 2.69 526,311 20.59 126,247 28.17
Inc. & affiliates
(various accounts)
(a) Less than 1%

OTHER 5% SHAREHOLDERS:
- ----------------------
Norwest Bank MN NA 271,615 11.08
Cust Hazelden Foundation
733 Marquette Avenue
Minneapolis, MN

The Danforth Foundation 133,902 5.46
c/o Melvin Bahle
211 N. Broadway Ste 2390
St. Louis, MO

Fishnet & Co. 1,366,420 5.70
Master Trust Division
c/o State Street Bank &
Trust
P.O. Box 1992
Boston, MA

Chemical Bank Corporation, 1,212,502 5.06
Trustee, Hearst Corporation
Master Trust
4 New York Plaza
New York, NY

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
---------------------------------------------------------------------------------------
LARGE CAP MID CAP SMALL CAP BALANCED
(CONTINUED) FUND FUND FUND FUND
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OTHER 5% SHAREHOLDERS: # % # % # % # %
- ---------------------
Richard & Marlys Lynch, 39,251 8.76
Trustees, El-Tronic
Precision,
Inc.
Profit Sharing & 401k Plan
441 93rd Avenue NW
Coon Rapids, MN

Dennis W. Gartner, Trustee 38,100 8.50
Electric Component Sales
Profit Sharing Plan & Trust
6474 City West Parkway
Eden Prairie, MN

Robert Vokes & 28,768 6.42
Kraig Lungstrom, Trustees
Northstar Matrix Services
401k Plan
7101 31st Avenue N
Minneapolis, MN

<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
---------------------------------------------------------------------------------------
REGIONAL SCIENCE AND INTERNATIONAL DEVELOPING
BENEFICIAL OWNERS FUND TECHNOLOGY FUND FUND MARKETS FUND
---------------------------------------------------------------------------------------

DIRECTORS: # % # % # % # %
- ----------
Eugene C. Sit 6,204 1.38 6,045 1.35 141,263 2.83 35,636 2.66
Michael C. Brilley 0 n/a 0 n/a 0 n/a 0 n/a
William E. Frenzel 0 n/a 4,000 (a) 15,852 (a) 1,050 (a)
John E. Hulse 0 n/a 1,444 (a) 0 n/a 0 n/a
Sidney L. Jones 0 n/a 0 n/a 0 n/a 0 n/a
Peter L. Mitchelson 5,000 1.11 0 n/a 7,082 (a) 0 n/a
Donald W. Phillips 0 n/a 0 n/a 11,219 (a) 0 n/a
All Officers/Directors 13,337 2.97 13,511 3.02 255,350 5.12 52,123 3.89
Sit Investment Associates, 105,095 23.43 112,120 25.08 307,320 6.16 279,524 20.89
Inc. & affiliates
(various accounts)
(a) Less than 1%

OTHER 5% SHAREHOLDERS:
- ----------------------
Clifford F. L. Mohr, Grace 22,816 5.09
L. Mohr, Wendell C. Mohr &
Karen M. Chavez, JT WROS
3726 S Forest Way
Denver, CO

Robert G. Michaels 28,426 6.36
5030 Dupont Avenue S
Minneapolis, MN

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
---------------------------------------------------------------------------------------
REGIONAL SCIENCE AND INTERNATIONAL DEVELOPING
(CONTINUED) FUND TECHNOLOGY FUND FUND MARKETS FUND
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OTHER 5% SHAREHOLDERS: # % # % # % # %
- ---------------------
Jefferson L. Miller & 25,112 5.62
Dorothy D. Miller, JT Ten
9051 Ladue Road
St. Louis, MO

Northern Trust Co., Trustee 249,962 5.01
J. Paul Getty Retirement
Plan
P.O. Box 92956
Chicago, IL

<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
---------------------------------------------------------------------------------------
MONEY MARKET FUND U.S. BOND TAX-FREE MINNESOTA
GOVERNMENT FUND INCOME FUND FUND
BENEFICIAL OWNERS FUND
---------------------------------------------------------------------------------------
DIRECTORS: # % # % # % # % # %
- ----------
Eugene C. Sit 15,182 (a) 10,817 (a) 1,339 (a) 243,422 (a) 71,528 (a)
Michael C. Brilley 816 (a) 0 n/a 0 n/a 0 n/a 5,693 (a)
William E. Frenzel 0 n/a 0 n/a 0 n/a 185,850 (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 0 n/a 1,717 (a) 0 n/a
Peter L. Mitchelson 0 n/a 0 n/a 0 n/a 35,047 (a) 85,197 (a)
Donald W. Phillips 0 n/a 0 n/a 0 n/a 0 n/a 0 n/a
All Officers/Directors 67,894 (a) 14,282 (a) 1,339 (a) 515,463 (a) 204,201 1.15
Sit Investment Associates, 6,076,727 13.28 348,839 3.02 66,737 5.84 488,907 (a) 336,808 1.90
Inc. & affiliates
(various accounts)
(a) Less than 1%

OTHER 5% SHAREHOLDERS:
- ----------------------
Metropolitan Sports 7,158,702 15.64
Facilities Commission
900 S. 5th Street
Minneapolis, MN

Pembroke Limited 2,369,160 5.18
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola
British Virgin Islands

Victor C. Wallestad 355,955 31.15
Foundation
Norwest Bank MN, NA
733 Marquette Avenue
Minneapolis, MN

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY OWNED
---------------------------------------------------------------------------------------
MONEY MARKET FUND U.S. BOND TAX-FREE MINNESOTA
GOVERNMENT FUND INCOME FUND FUND
(CONTINUED) FUND
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OTHER 5% SHAREHOLDERS: # % # % # % # % # %
- ---------------------
S. Walter Richey 94,918 8.31
Northern Trust Cust IRA
P.O. Box 353
Amery, WI

Frank R. Zimmerman 81,163 7.10
Northern Trust Cust IRA
P.O. Box 87
Acme, MI

</TABLE>

ANNUAL REPORTS OF THE FUNDS

The combined Annual Report of the Bond Funds, containing financial
statements for the fiscal year ended March 31, 1998 was mailed to shareholders
of the Bond Funds on approximately May 28, 1998. The combined Annual Report of
the Stock Funds, containing financial statements for the fiscal year ended June
30, 1998 was mailed to shareholders of the Stock Funds on approximately August
28, 1998. 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)
- ---------------- ---------------------------------------------------

DIRECTORS OF ALL FUNDS
- ----------------------
<S> <C>
Eugene C. Sit, CFA (60) * Chairman, CEO and CIO of Sit Investment Associates, Inc.,
4600 Norwest Center (the "Adviser"); Chairman, CEO and CIO of Sit/Kim
90 S. 7th Street 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 (68) ** Advisory Director of the Adviser; Director of the
The 1775 Massachusetts Ave. NW Sub-Adviser; Guest Scholar at Brookings Institution;
Washington, D.C. 20036 Former senior member of Congress and a ranking member on
the House Ways and Means Committee and Vice Chairman of
the House Budget Committee.
</TABLE>

<PAGE>

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

DIRECTORS OF ALL FUNDS
- ----------------------
<S> <C>
John E. Hulse (65) Vice Chairman and CFO at Pacific Telesis Group until June
4303 Quail Run Lane 1992; Trustee, Benilde Religious & Charitable Trust;
Danville, CA 64506 Trustee, Pacific Gas & Electric Nuclear Decommissioning
Trust.

Sidney L. Jones (62) Adjunct Faculty, Center for Public Policy Education, The
8505 Parliament Drive Brookings Institution; Visiting Research Associate in
Potomac, MD 20854 Economics at Carleton College; Former Assistant Secretary
for Economic Policy, United States Department of the
Treasury.

Peter L. Mitchelson, CFA (57) * President and Director of the Adviser; Executive Vice
4600 Norwest Center President & Director of Sub-Adviser; Vice Chairman of the
90 S. 7th Street Sit Mutual Funds; Director of the Distributor.
Minneapolis, MN 55402-4130

Donald W. Phillips (50) President of Forstmann-Leff International, Inc.;
111 West Jackson, Suite 1800 Executive Vice President of Equity Financial and
Chicago, IL 60604 Management Company until 1997; Chairman of Equity
Institutional Investors, Inc. until 1997.

DIRECTOR OF BOND FUNDS ONLY:
- ----------------------------

Michael C. Brilley (53) * Senior Vice President of the Sit Bond Funds; Senior Vice
4600 Norwest Center President and Senior Fixed Income Officer of the Adviser.
90 S. 7th Street
Minneapolis, MN 55402

DIRECTOR EMERITUS (not standing for election)
- ---------------------------------------------

Melvin C. Bahle (78) Financial consultant; Director and/or Officer of several
#1 Muirfield Lane companies, foundations and religious organizations.
St. Louis, MO 63141

</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.

<PAGE>

None of the persons named as nominees are directors of reporting companies
except for the Funds. "Reporting companies" include companies with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934 or subject to the requirements of Section 15(d) of such Act, or any company
registered as an investment company under the Investment Company Act of 1940, as
amended (the "1940 Act").

The Funds do not have standing audit or nominating committees of the Board
of Directors, or committees performing similar functions. There were four joint
meetings of the Funds' Boards of Directors during their fiscal years ended March
31, 1998 for the Bond Funds and June 30, 1998 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 thirteen
funds of the Sit Mutual Funds 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 $1,355 None None $17,615
John E. Hulse 1,355 None None 17,615
William E. Frenzel 1,355 None None 17,615
Sidney L. Jones 1,355 None None 17,615
Donald W. Phillips 1,355 None None 17,615

</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).

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.

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.

<PAGE>

At a meeting held on July 30, 1998, the directors of the Funds selected
KPMG Peat Marwick LLP to be each Fund's independent auditor for the fiscal year
ending March 31, 1999 for the Bond Funds and June 30, 1999 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.

By completing the Proxy, you give the proxy the right to 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, 1999 and each Stock
Fund's independent auditor for the fiscal year ending June 30, 1999.

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
LARGE CAP FUND, MID CAP FUND, INTERNATIONAL FUND, AND U.S. GOVERNMENT FUND ONLY

AMEND FUNDAMENTAL INVESTMENT RESTRICTIONS TO ELIMINATE THE RESTRICTION
REGARDING EACH FUND'S ABILITY TO INVEST IN SECURITIES OF INVESTMENT COMPANIES

The current fundamental investment policies of the Large Cap Fund, Mid Cap
Fund, International Fund, and U.S. Government Fund (the "Funds") state that the
Funds will not, except as part of a merger, consolidation, acquisition, or
reorganization, invest more than 5% of the value of its total assets in the
securities of any one investment company or more than 10% of the value of its
total assets, in the aggregate, in the securities of two or more investment
companies, or acquire more than 3% of the total outstanding voting securities of
any one investment company.

The current investment policies of the Funds with respect to investment in
shares of the Sit Money Market Fund, state that the Funds may invest up to the
greater of 5% of the total net assets or $2.5 million in the securities of the
Sit Money Market Fund, subject to the conditions contained in an exemptive order
issued to the Funds and Sit Investment Associates, Inc. (the "Adviser") by the
Securities and Exchange Commission (the "Commission"). Such investments may be
made in lieu of direct investments in short term money market instruments if the
Adviser believes that they are in the best interest of the Funds. The exemptive
order requires the Adviser and its affiliates, in their capacities as service
providers for the Sit Money Market Fund, to remit to the Funds, or waive, an
amount equal to all fees otherwise due to them under their advisory and other
agreements with Sit Money Market Fund to the extent such fees are based upon a
Fund's assets invested in shares of Sit Money Market Fund.

The proposed amendment to each Fund's fundamental investment policies will
eliminate the restrictions on investing in investment companies. However,
subject to the approval of this proposal number three, the Funds will adopt a
non-fundamental investment policy for each Fund that provides: "the Fund will
not invest more that 5% of the value of its total assets in the securities of
any one investment company or more than 10% of the value of its total assets, in
the aggregate, in the securities of two or more investment companies, or acquire
more than 3% of the total outstanding voting securities of any one investment
company, except a.) as part of a merger, consolidation, acquisition or

<PAGE>

reorganization or b.) in a manner consistent with the requirements of an
exemptive order issued to the Fund and/or the Adviser by the Securities and
Exchange Commission."

The Funds and the Adviser have filed a request for an exemptive order which
would permit each Fund to invest up to 25% of its total net assets in shares of
money market funds subject to the requirements of Rule 2a-7 under the Investment
Company Act of 1940 and managed by the Adviser (which includes the Sit Money
Market Fund). The exemptive order requested would allow certain joint
transactions in accordance with Section 17(d) of the 1940 Act and Rule 17d-1 so
as to permit: (i) the Funds to utilize the cash reserves that have not been
invested in portfolio securities (uninvested cash) to invest up to 25% of each
Funds' total net assets in shares of money market funds managed by the Adviser
and (ii) the money market funds managed by the Adviser to sell their shares to,
and to purchase (or redeem) such shares from, the Funds. Shares of such money
market funds will be sold at net asset value and will not be subject to a sales
charge or a distribution plan fee. There is no assurance the Commission will
grant the requested exemptive relief.

The proposed amendment to the fundamental investment policies, and receipt
of the exemptive order requested from the SEC by the Funds and the Adviser,
would increase the amount the Funds may invest in shares of money market funds
subject to the requirements of Rule 2a-7 under the Investment Company Act of
1940 and managed by the Adviser (which includes the Sit Money Market Fund) from
the greater of $2.5 million or 5% of net assets, to 25% of net assets.

The Adviser believes that the proposed amendment to the fundamental
investment policies, and receipt of the exemptive order requested from the SEC
by the Funds and the Adviser, will result in a number of benefits to the
shareholders of the Funds. Such shareholders would not be subject to the
imposition of double management fees as a result of the Fund's investment in a
money market fund managed by the Adviser. The Adviser and its affiliates will
remit to the Funds, or waive, the investment advisory and any other fees any
service provider earns as a result of the Fund's investment in a money market
fund managed by the Adviser. The exemptive order will not affect fees paid by
the Funds to investment companies not affiliated with the Adviser. In addition,
by investing in conformance with the provisions of Rule 2a-7 under the 1940 Act
in high quality, short-term instruments, money market funds managed by the
Adviser will provide highly liquid investments for the Funds.

EACH FUND'S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO AMEND
FUNDAMENTAL INVESTMENT RESTRICTIONS REGARDING EACH FUND'S ABILITY TO INVEST
IN SECURITIES OF INVESTMENT COMPANIES.

SHAREHOLDER PROPOSALS FOR 1998 MEETING
No proposals were received from shareholders this year. Any shareholder
proposal for consideration at the 1999 annual meeting, which will be held in
October, 1999, must be received by the Funds in writing on or before June 1,
1999.

September 11, 1998

By Order of the Board of Directors,

Eugene C. Sit
Chairman

<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 28, 1998, at the annual
meeting of shareholders of the Fund to be held on October 27, 1998, 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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to amend the Fund's fundamental investment restrictions to
eliminate the restriction regarding the ability to invest in securities of
investment companies.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. 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, AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.

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

Dated: __________________________, 1998

________________________________________
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 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 28, 1998, at the annual
meeting of shareholders of the Fund to be held on October 27, 1998, 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:

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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to amend the Fund's fundamental investment restrictions to
eliminate the restriction regarding the ability to invest in securities of
investment companies.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

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

Dated: __________________________, 1998

________________________________________
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 28, 1998, at the annual meeting of
shareholders of the Fund to be held on October 27, 1998, 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:

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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. 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 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: __________________________, 1998

________________________________________
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 28, 1998, at the annual meeting of
shareholders of the Fund to be held on October 27, 1998 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:

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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. 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 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: __________________________, 1998

________________________________________
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 SCIENCE AND TECHNOLOGY 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 SCIENCE
AND TECHNOLOGY 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 28, 1998, at the annual
meeting of shareholders of the Fund to be held on October 27, 1998, 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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. 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 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: __________________________, 1998

________________________________________
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 REGIONAL 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
REGIONAL 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 28, 1998, at the annual
meeting of shareholders of the Fund to be held on October 27, 1998, 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:

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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. 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 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: __________________________, 1998

________________________________________
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 28, 1998, at the annual
meeting of shareholders of the Fund to be held on October 27, 1998, 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:

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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to amend the Fund's fundamental investment restrictions to
eliminate the restriction regarding the ability to invest in securities of
investment companies.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. 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, AND 3 ABOVE. RECEIPT OF NOTICE OF MEETING AND THE
PROXY STATEMENT RELATING TO THE MEETING IS ACKNOWLEDGED BY YOUR EXECUTION OF
THIS PROXY.

Dated: __________________________, 1998

________________________________________
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 28, 1998, at the annual
meeting of shareholders of the Fund to be held on October 27, 1998, 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:

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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. 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 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: __________________________, 1998

________________________________________
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 28, 1998, at the annual
meeting of shareholders of the Fund to be held on October 27, 1998, 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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. 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 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: __________________________, 1998

________________________________________
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 28, 1998, at the
annual meeting of shareholders of the Fund to be held on October 27, 1998, 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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3 Proposal to amend the Fund's fundamental investment restrictions to
eliminate the restriction regarding the ability to invest in securities of
investment companies.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

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

Dated: __________________________, 1998

________________________________________
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 28, 1998, at the annual meeting of
shareholders of the Fund to be held on October 27, 1998, 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:

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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. 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 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: __________________________, 1998

________________________________________
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 28, 1998, at the annual meeting of
shareholders of the Fund to be held on October 27, 1998, 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:

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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. 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 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: __________________________, 1998

________________________________________
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 28, 1998, at the annual
meeting of shareholders of the Fund to be held on October 27, 1998, 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:

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, 1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. 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 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: __________________________, 1998

________________________________________
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.