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 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 Growth Fund, Inc.
3. Investment Company Act File Number: 811-03342
Securities Act File Number: 2-75151
4. Last day of fiscal year for which this notice is filed: June 30, 1996
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 reportinig securities
sold afater 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 242f-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: 8,919,489 shares $129,027,884
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
8,919,489 shares $129,027,884
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):
<TABLE>
<CAPTION>
12. Calculation of registration fee:
<S> <C> <C> <C>
(I) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from item 10): $ 129,027,884
(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:) 1,272,708 shares - 167,122,012
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): +
(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): 0.00
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see x
Instruction C.6):
(vii) Fee due [line (I) or line (v) multiplied by line (vi)]: $ 0.00
</TABLE>
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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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/ Parnell M. Kingsley
Assistant Secretary
Date: August 26, 1996
August 26, 1996
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 8,919,489 shares of
common stock, $.001 par value per share, issued by the Fund during the fiscal
year ended June 30, 1996, 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
Dorsey &Whitney LLP
