Registration No. 333-34414
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2000
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. _1_ |X|
(Check appropriate box or boxes)
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Exact Name of Registrant as Specified in Charter:
SIT LARGE CAP GROWTH FUND, INC.
Area Code and Telephone Number:
(612) 334-5888
Address of Principal Executive Offices:
4600 Norwest Center, 90 South Seventh Street
Minneapolis, Minnesota 55402-4130
Name and Address of Agent for Service:
Paul Rasmussen
Sit Investment Associates, Inc.
4600 Norwest Center, 90 South Seventh Street
Minneapolis, Minnesota 55402-4130
COPY TO:
Kathleen L. Prudhomme, Esq.
Dorsey & Whitney LLP
Pillsbury Center South, 220 South Sixth Street
Minneapolis, Minnesota 55402
It is proposed that this filing will become effective (check appropriate box):
_X_ immediately upon filing pursuant to paragraph (b)
___ on (date) pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(1)
___ on (date) pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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SIT LARGE CAP GROWTH FUND, INC.
PART A AND PART B
Incorporated by reference to the Registrant's Registration Statement on
Form N-14, File No. 333-34414, filed April 10, 2000.
PART C
OTHER INFORMATION
ITEM 15. INDEMNIFICATION.
Incorporated by reference to Post-Effective Amendment No. 23 to the
Registrant's Registration Statement on Form N-1A, File No. 2-75152.
ITEM 16. EXHIBITS.
1 Articles of Incorporation (1)
2 Bylaws (1)
3 Not Applicable
4 Agreement and Plan of Reorganization is attached as Exhibit A
to the Prospectus/Proxy Statement included in Part A of this
Registration Statement on Form N-14.
5 See 1 and 2 above.
6 Investment Advisory Agreement (1)
7 Underwriting and Distribution Agreement (2)
8 Not Applicable
9 Custodian Agreement (3)
10 Not Applicable
11 Opinion and Consent of Dorsey & Whitney LLP with respect to
the legality of the securities being registered (4)
12 Opinion and Consent of Dorsey & Whitney LLP with respect to
tax matters *
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13 Not Applicable
14 Consent of KPMG LLP (4)
15 Not Applicable
16 Power of Attorney (4)
17 Form of Proxy Card (4)
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* Filed herewith.
(1) Incorporated by reference to Post-Effective Amendment No. 20 to the
Registrant's Registration Statement on Form N-1A, File No. 2-75152.
(2) Incorporated by reference to Post-Effective Amendment No. 17 to the
Registrant's Registration Statement on Form N-1A, File No. 2-75152.
(3) Incorporated by reference to Post-Effective Amendment No. 23 to the
Registrant's Registration Statement on Form N-1A, File No. 2-75152.
(4) Incorporated by reference to the Registrant's Registration Statement on
Form N-14, File No. 333-34414, filed April 10, 2000.
ITEM 17. UNDERTAKINGS.
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus which is
a part of this Registration Statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment to the
Registration Statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be deemed
to be the initial bona fide offering of them.
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SIGNATURES
As required by the Securities Act of 1933, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Minneapolis, State of Minnesota, on the 31st day of July, 2000.
SIT LARGE CAP GROWTH FUND, INC.
By: /s/ Eugene C. Sit
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Eugene C. Sit, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Eugene C. Sit Chairman (principal July 31, 2000
----------------------------- executive officer)
Eugene C. Sit
/s/ Paul E. Rasmussen Treasurer (principal July 31, 2000
----------------------------- financial and accounting
Paul E. Rasmussen officer)
Peter L. Mitchelson* Director
William E. Frenzel* Director
John E. Hulse* Director
Sidney L. Jones* Director
Donald W. Phillips* Director
* By /s/ Paul E. Rasmussen July 31, 2000
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Paul E. Rasmussen
Attorney-in-Fact
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