August 9, 1995
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: RULE 24F-2 NOTICE FOR: SIT GROWTH FUND, INC.
4600 NORWEST CENTER
MINNEAPOLIS, MN 55402
FILE NO. 2-75151
Gentlemen:
In accordance with the provisions of Rule 24f-2, the SIT Growth Fund, Inc.
hereby files its Rule 24f-2 Notice. Enclosed are five copies, one of which is
manually signed. This Rule 24f-2 Notice is being filed for the fiscal year ended
June 30, 1995.
6,918,401 shares of the capital stock of the Fund were sold during the fiscal
year in reliance of an indefinite amount of securities registered pursuant to
Rule 24f-2. No securities of the Fund have been registered except pursuant to
Rule 24f-2.
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion of
counsel indicating that the securities, the registration of which the Notice
makes definite in number, were legally issued, fully paid and nonassessable.
Aggregate Sale Price for 6,918,401 Shares
Sold During Fiscal Year.............................. $80,377,663.00
Reduced by Aggregate Redemption Price of 7,435,697
Shares Redeemed During the Fiscal Year............... (89,871,342.00)
Equals ............................................. $ (9,493,679.00)
The filing fee due is $ (9,493,679.00) divided by 2900
which is equal to ................................... $0.00
Any questions regarding this matter should be addressed to Parnell M. Kingsley
at the above address.
_________________________________________
Enc. Parnell M. Kingsley, Assistant Secretary
August 10, 1995
Sit Growth Fund, Inc.
4600 Norwest Center
Minneapolis, Minnesota 55402
RE: Rule 24f-2 Notice (Registration Number 2-75151)
Ladies and Gentlemen:
We have acted as general counsel to Sit Growth Fund, Inc., a Minnesota
corporation (the "Fund"), in connection with the Fund's Registration Statement
on Form N-1A (Registration Number 2-75151). 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 6,918,401 shares of
common stock, $.001 par value per share, issued by the Fund during the fiscal
year ended June 30, 1995, 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,
Dorsey & Whitney P.L.L.P.
MJR
