SIT MUTUAL FUNDS II INC
N-30D, 1995-05-30
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ANNUAL REPORT
BOND FUNDS
March 31, 1995

                                                                             SIT
                                                               Mutual Fund Group

                                         A FAMILY
                                         OF 100%
                                         NO-LOAD FUNDS

                                         * BOND FUND

                                         * MINNESOTA TAX-FREE
                                           INCOME FUND

                                         * TAX-FREE
                                           INCOME FUND

                                         * U.S. GOVERNMENT
                                           SECURITIES FUND

                                         * MONEY MARKET FUND



                         A LOOK AT THE SIT MUTUAL FUNDS

     The SIT Mutual Fund Group is managed by Sit Investment Associates, Inc. Sit
Investment was founded by Eugene C. Sit in July 1981 and is dedicated to a
single purpose, to be one of the premier investment management firms in the
United States. Sit Investment currently manages more than $3.5 billion for some
of America's largest corporations, foundations and endowments.

     The SIT Mutual Fund Group is comprised of eleven 100% no-load funds. 100%
no-load means that the funds have no sales charges on purchases, no deferred
sales charges, no 12b-1 fees, no redemption fees and no exchange fees. Every
dollar you invest goes to work for you.

     Some of the other features include:

          * Free telephone exchange
          * Dollar-cost averaging through automatic investment plan
          * Electronic transfer of funds for purchases and redemptions 
          * Free check-writing privileges on bond funds 
          * Retirement accounts including IRAs, Keoghs and 401(k) Plans

[GRAPH]

                              SIT FAMILY OF FUNDS




                             SIT MUTUAL FUND GROUP
                            BOND FUNDS ANNUAL REPORT
                               TABLE OF CONTENTS


                                                                   Page

Chairman's Letter ...............................................    2
Performance Review ..............................................    4
Fund Reviews and Portfolios of Investments
      Bond Fund .................................................    6
      Minnesota Tax-Free Income Fund ............................   10
      Tax-Free Income Fund ......................................   16
      U.S. Government Securities Fund ...........................   26
      Money Market Fund .........................................   30
Notes to Portfolios of Investments ..............................   33
Statements of Assets and Liabilities ............................   34
Statements of Operations ........................................   35
Statements of Changes in Net Assets .............................   36
Notes to Financial Statements ...................................   38
Financial Highlights ............................................   41
Independent Auditors' Report ....................................   46
Federal Income Tax Information ..................................   47


         This document must be preceded or accompanied by a Prospectus.


SIT MUTUAL FUND GROUP
CHAIRMAN'S LETTER - MAY 10, 1995

[PHOTO]

Dear Fellow Shareholders:

         The recent slowing of the domestic economy coupled with continued
indications of moderate inflation seem to imply relative stability for interest
rates in the months ahead despite the dollar's recent weakness.

Economic Outlook

         Economic growth slowed measurably during the first quarter of 1995 to
an estimated real GDP growth rate of +2.8%, compared with the robust +5.1%
recorded during the fourth quarter of 1994. Higher interest rates during the
past year appear to have finally dampened the growth of personal consumption
expenditures which is the largest component of GDP. Personal consumption
expanded by only +1.4% during the first quarter, down from +5.1% in the previous
quarter. Economic momentum should continue to subside as 1995 unfolds based on
the marked slowdown in residential investment and auto sales, decreases in
durable goods orders and employment growth, and fairly weak retail sales over
the past few months. The risk of recession, however, appears minimal given
strong exports, healthy corporate profits and balance sheet improvements. In
addition, steady consumer income growth should serve as a cushion for future
spending and has actually increased the domestic savings rate. We estimate that
real GDP growth will approximate +3.0% for the second quarter and should finish
1995 within a range of 2 1/2% to 3 1/2% for the calendar year.

         One implication of moderate economic growth is a lessened risk of high
inflation, which thus far in 1995 seems to be the case. Significant inflation at
the commodity and producer levels has not yet surfaced despite full capacity
utilization figures, and consumer inflation remains a modest +2.9% as measured
by the year-over-year change in the Consumer Price Index. A potential threat to
price stability over the intermediate term, however, could stem from higher
import prices which is a product of the weak dollar. Overall, we believe the CPI
should generally remain below the 3.5% level in 1995.

         The most surprising economic development of the past year was the
depreciation of the dollar against the G-10 currencies. During the past year,
the dollar declined -16% against the Japanese yen and -19% against the German
mark, an apparent indication of foreign dissatisfaction with the U.S. budget and
trade deficit situations and the so-called resolution of the Mexican peso
debacle. Despite the dollar's decline, the Federal Reserve has signalled an
unwillingness to act solely in defense of the currency mainly because our
domestic economy is already slowing. Japanese and German monetary authorities
did reduce their own short-term interest rates, but attempts to support the
dollar have generally been unsuccessful. The dollar remains within its
longer-term historical trading range with the G-10 currencies, albeit at the
lower end. Based on the competitive position of the U.S. in world markets, the
yen and the mark appear to be overvalued.

          Recent indicators suggest that the Fed has thus far been successful in
its attempt to engineer a "soft landing" in which economic activity moderates to
a targeted +3.0% level of annual real GDP growth with contained inflation. After
raising the federal funds rate seven times since February 1994, domestic
monetary policy has remained unchanged since the last 50 basis point increases
in both the federal funds and discount rates this January. The Fed now appears
to be assessing the lagged effects of last year's interest rate increases before
making any further moves.

         Following weak performance in 1994, fixed income markets performed well
during the first quarter of 1995 amidst mixed economic data, the failure of the
Senate to pass a balanced budget amendment, and the weakness of the dollar. The
yield on the 30-year Treasury bond, which was 7.09% a year ago, peaked at 8.17%
in early November and hs since contracted to 7.43% at March 31, 1995. The yield
on 3-month Treasury bills, which increased steadily from 3.56% on March 31,
1994, appears to have stabilized since December, and as of March 31, 1995, stood
at 5.85%. Substantial purchases of short-term U.S. Treasury securities by
foreign central banks to support the dollar have caused a steepening of the
yield curve in recent months. We expect short-term interest rates in the U.S.
will move moderately higher in the coming months, given the prospects for
continued growth.

         On the fiscal policy front, the Republican party recently celebrated
their "First 100 Days," having fulfilled many of the provisions outlined in the
Contract With America, including a potential reduction in the capital gains tax
rate. Continued deficit reduction efforts will depend primarily on the ultimate
passage of spending cuts. We are encouraged that key members of Congress appear
to realize the importance of reducing the budget deficit. As next year's
election draws closer, Congress also appears to be evaluating the present
Medicare system in light of managed care alternatives, a change which may lead
to eventual budget improvement. The fiscal deficit has continued to narrow and
has been reduced by $23 billion so far this fiscal year. The tax reform debate
will continue as we move toward the 1996 election process, although we believe
that there is little probability of material change until after the elections.
While a change in the capital gains tax is possible, relief may be constrained
by near-term fiscal pressures.

FIXED INCOME STRATEGY SUMMARY

         Based on our interest rate outlook, taxable and tax-exempt bond yields
should remain within their recent trading ranges. Economic activity and future
indicators of inflation will be the key determinants of future interest rate
levels.

         Although taxable fixed income portfolios have been defensively
structured for most of the past year, we have recently extended portfolio
durations (price sensitivity to changes in interest rates) to more
market-neutral positions relative to comparative benchmark indices by increasing
exposure to long maturity U.S. Treasury bonds. Investment emphasis remains on
core positions in short- to intermediate-effective maturity securities that
provide high levels of income and relative price stability, such as GNMA
pass-through securities and VA vendee bonds. Based on our expectations for more
moderate economic activity later in the year, we believe that any increases in
bond yields will present opportunities to extend portfolio durations further.

[LINE GRAPH]

         Historical Yield Trends
                  30-year Bond
                  Bond Buyer 40 Yield to Maturity
                  3-Month Bill

           Our investment strategy for tax-exempt fixed income portfolios
consists primarily of seeking selected opportunities of value and greater call
protection. We continue to emphasize the hospital/health care sector as well as
the multifamily and single family housing sectors. We believe that proposed
changes at the Federal Housing Administration and at the Federal Department of
Housing and Urban Development will be gradual in nature and that strong housing
programs will not be materially affected.

         As fellow shareholders, our goals remain focused on achieving
competitive investment results and helping investors achieve their long-term
investment goals. We are proud of the SIT fixed income funds' investment results
during a year with very volatile bond market returns and of our performance in
meeting our Funds' dual objectives of capital preservation and high income. We
appreciate your continued interest in the SIT Mutual Fund Group.

With best wishes,

/s/ Eugene C. Sit
Eugene C. Sit, CFA
Chairman and Chief Investment Officer




SIT MUTUAL FUND GROUP
PERFORMANCE SUMMARY - BOND FUNDS

BOND MARKET REVIEW

The Federal Reserve raised short term interest rates five more times since March
31, 1994. The federal funds rate is up +250 basis points to 6.00% and the
discount rate is up +225 basis points to 5.25%. The yield on 3-month Treasury
bills increased steadily from 3.56% on March 31, 1994 to 5.68% on December 31,
1994 and remained relatively stable over the first quarter closing at 5.85% on
March 31, 1995 . The yield on the 30-year Treasury bonds continued to move
gradually higher into the fourth quarter of 1994 and, since peaking in November
at 8.17%, has declined to 7.43% on March 31, 1995, a level only somewhat higher
than its yield of 7.09% one year ago.

         Municipal bond yields have returned to their levels of last summer. The
yield on the Bond Buyer 40-Bond Index increased only one basis point during the
year to 6.37% on March 31, 1995, after reaching a high of 7.37% in late November
as pressures from tax loss selling, mutual fund redemptions and portfolio
deleveraging compounded the effect of continued Fed tightening. Municipal yield
levels stabilized in March of this year as "crossover" buyers, who found
relative value in tax-exempt bonds in late 1994, returned to taxable bonds.

         Despite calendar 1994 being one of the worst years on record for bond
market returns, fixed income markets performed well during the first quarter of
1995. Domestic monetary policy has remained unchanged since the Fed tightening
in late January 1995, however, substantial purchases of short maturity U.S.
Treasury securities, resulting from efforts to support the U.S. dollar, has
caused a temporary steepening in the yield curve. Lack of new issuance in the
taxable bond market has kept the incremental yields offered by corporate and
mortgage securities at historically narrow spreads. Both long taxable and
tax-exempt yields have remained within contained ranges recently.

         Although our bond funds' returns lagged relative to their respective
peer group universes during the first quarter of 1995 as long term interest
rates declined, our bond funds continued to provide investors with strong fiscal
year performance results, particularly in this very volatile period of bond
market returns.


<TABLE>
<CAPTION>
                          TOTAL RETURN - CALENDAR YEAR

                                                                                              YTD   Yield as of  Distribution
                              1988     1989     1990     1991    1992     1993        1994    1995    3/31/95    Rate (2)
<S>                           <C>      <C>      <C>      <C>     <C>      <C>         <C>     <C>       <C>      <C> 
SIT BOND FUND                 ----     ----     ----     ----    ----      0.34%(1)  -1.31%   4.25%     7.11%    6.62%
SIT MINNESOTA TAX-FREE
     INCOME FUND              ----     ----     ----     ----    ----      1.60(1)    0.63    4.47      5.59(3)  5.70
  (NASDAQ Symbol: SMTFX)

SIT TAX-FREE INCOME FUND      2.19%(1) 8.38%    7.29%    9.25%  7.71%     10.42      -0.63    4.35      5.73(4)  5.84
  (NASDAQ Symbol: SNTIX)

SIT U.S. GOV'T. SECURITIES FUND
  (NASDAQ Symbol: SNGVX)      7.86    11.04    10.97    12.87   5.43       7.34       1.77    2.85      6.89     6.51

SIT MONEY MARKET FUND         ----     ----     ----     ----   ----       0.46(1)    3.84    1.39      5.60
  (NASDAQ Symbol: SNIXX)

      Lehman Aggregate 
        Bond Index            ----     ----     ----     ----   ----       0.54      -2.92    5.04
      Lehman 5-Year 
         Municipal Bond Index 0.75     9.07     7.70    11.41   7.62       8.73      -1.28    4.07
      Lehman Inter. Government
         Bond Index           6.40    12.68     9.56    14.11   6.93       8.17      -1.75    4.16
      3-Month U.S. 
         Treasury Bill        7.10     8.73     8.04     5.72   3.56       3.13       4.47    1.51

SIT Investment Reserve Fund   6.65     8.53     7.59     6.14   3.81       2.34(5)
      (Inception date 1/25/85.  Converted to SIT Money Market Fund on 11/1/93.)
</TABLE>



<TABLE>
<CAPTION>
                                                      QUARTER        SIX MONTH     AVERAGE ANNUAL TOTAL RETURNS FOR
                                                   RETURN ENDED     RETURN ENDED   THE PERIODS ENDED MARCH 31, 1995
                                       INCEPTION      3/31/95         3/31/95    1 YEAR     3 YEARS  5 YEARS   SINCE
                                                                                                              INCEPTION
<S>                                    <C>            <C>                 <C>     <C>       <C>         <C>      <C>  
SIT BOND FUND                          12/01/93       4.25%            5.18%      4.51%      ----       ----     2.42%
SIT MINNESOTA TAX-FREE
   INCOME FUND                         12/01/93       4.47             4.44       7.68       ----       ----     5.08
SIT TAX-FREE INCOME FUND               09/29/88       4.35             4.18       7.00       6.99%      7.30%    7.50
SIT U.S. GOV'T. SECURITIES
   FUND                                06/02/87       2.85             3.38       4.47       6.08       8.14     8.43
SIT MONEY MARKET FUND                  11/01/93       1.39             2.60       4.57       ----        ----    4.04
(formerly SIT Investment Reserve Fund)
      Lehman Aggregate Bond Index                     5.04             5.44       4.99       ----       ----     1.90
      Lehman 5-Year Municipal Bond Index              4.07             3.58       5.71       6.30       7.47     7.34
      Lehman Inter. Government Bond Index             4.16             4.05       4.27       6.16       8.18     8.19
      3-Month U.S. Treasury Bill                      1.51             2.90       5.17       ----       ----     4.63
</TABLE>

(1)  Period from inception through calendar year-end.

(2)  Based on the last 12 monthly distributions of net investment income and
     average NAV as of 3/31/95.

(3)  For Minnesota residents in the 31%, 36% and 39.6% federal tax brackets, the
     double exempt tax equivalent yields are 8.85%, 9.55% and 10.11%
     respectively. (Assumes the maximum Minnesota tax bracket of 8.5%.)

(4)  For individuals in the 31%, 36%, and 39.6% federal tax brackets, the
     federal tax equivalent yields are 8.30%, 95% and 9.49% respectively.
     (Income subject to stat tax, if any.)

(5)  Period January 1, 1993, through October 31, 1993, at which time the Fund
     converted to the SIT Money Market Fund.

Please remember that past performance is not a guarantee of future results and
is only one of the factors to consider in choosing a fund. 

As with all investments, the share price and return may vary and you may have a
gain or loss at the time of sale.




SIT BOND FUND REVIEW
MARCH 31, 1995

[PHOTO]  Michael C. Brilley, Senior Portfolio Manager
         Douglas S. Rogers, CFA, Portfolio Manager


         For the one year period ended March 31, 1995 the SIT Bond Fund provided
investors with a total rate of return of +4.51%, as compared to a +3.74% average
return for the Lipper Analytical Services Inc. Investment Grade Bond Fund
universe. The Fund's performance ranked 21st of 128 funds in its Lipper peer
group category. As of March 31, 1995, the Fund's 30-day SEC yield was 7.11% and
its 12-month distribution rate was 6.62%.

         Over the past year the Fund has maintained a slightly defensive
posture, which proved advantageous. Interest rates continued to climb in the
second, third and fourth quarters of 1994, causing significant declines in bond
prices. During this period the Fund's coupon return was just enough to offset
price depreciation. Fortunately, interest rates reversed this trend in the first
quarter of 1995 and began to decline steadily. As a result of the more positive
outlook for bonds, we became more constructive on the market and lengthened the
Fund's duration (price sensitivity to changes in interest rates) to equal that
of the Lehman Aggregate Bond Index. We do not envision becoming more aggressive
until interest rates increase from their present levels as we expect that the
economy will begin to show more strength later in 1995.

         We have gradually reduced our allocation to traditional mortgage pass
through securities and corporate bonds. Their incremental yields relative to
similar maturity U.S. Treasuries remain at historically narrow levels. Thus, we
have continued to purchase high grade asset backed securities and VA vendee
collateralized mortgage obligation (CMO's) that offer greater return potential.


                       INVESTMENT OBJECTIVE AND STRATEGY

The investment objective of the Fund is to maximize total return, consistent
with preservation of capital. The Fund's "total return" is a combination of
income, changes in principal value and reinvested dividends.

The Fund will pursue its objective by investing in a diversified portfolio of
fixe-income securities which include, but are not limited to, the following:
U.S. government securities; corporate debt securities; corporate commercial
paper; mortgage and other asset-backed securities.

                               PORTFOLIO SUMMARY
Net Asset Value   3/31/95: $9.48 Per Share
                  3/31/94: $9.69 Per Share

         Total Net Assets: $3.53 Million
         30-Day SEC Yield:  7.11%
         Average Maturity:  16.4 Years
         Modified Adjusted Duration: 4.7 Years (1)

(1) Duration is a measure which reflects estimated price sensitivity to a given
change in interest rates. For example, for an interest rate change of 1.0%, a
portfolio with a duration of 5 years would be expected to experience a price
change of 5%. Duration is based on the Adviser's assumptions regarding future
changes in interest rates and the expected average life of individual securities
held in the portfolio.


                              PORTFOLIO STRUCTURE
                            (% of total net assets)
[BAR GRAPH]

Agency Mortgage Pass-Through Securities            41.2
Government & Agency                                17.5
Collateralized Mortgage Obligations                15.5
Corporate Bonds & Notes                            13.2
Asset-Backed Securities                             6.3
Other Assets & Liabilities                          6.3


<TABLE>
<CAPTION>
                                      AVERAGE ANNUAL TOTAL RETURNS*       CUMULATIVE TOTAL RETURNS*
                                Lipper Inter.       Lehman                         Lipper Inter.        Lehman
                  Bond           Investment    Grade Aggregate         Bond       Investment Grade     Aggregate
                  Fund         Bond Fund Avg.     Bond Index           Fund       Bond Fund Avg.       Bond Index
<C>               <C>               <C>              <C>               <C>              <C>               <C>  
3 Months          4.25%             4.36%            5.04%             4.25%            4.36%             5.04%
   (unannualized)
1 Year            4.51              3.74             4.99              4.51             3.74              4.99
Inception         2.42              1.05             1.90              3.23             1.40              2.53
  (12/1/93)

* As of 3/31/95
</TABLE>

Performance is historical and assumes reinvestment of all dividends and capital
gains. Share price and return will vary so that a gain or loss may be realized
when shares are sold. Total return should not be taken as a representation of
future performance. Management fees and administrative expenses are included in
the Fund's performance; however, fees and expenses are not incorporated in the
Lehman Aggregate Bond Index. The Lipper averages and indices are obtained from
Lipper Analytical Services, Inc., a large independent evaluator of mutual funds.


[GRAPH]
                               GROWTH OF $10,000
SIT BOND FUND

LEHMAN AGGREGATE BOND INDEX


The sum of $10,000 invested at inception (12/1/93) and held until 3/31/95 would
have grown to $10,323 in the Fund or $10,253 in the Lehman Aggregate Bond Index
assuming reinvestment of all dividends and capital gains.



[PIE CHART]
                                QUALITY RATINGS
                            (% of total net assets)

                         LOWER OF MOODY'S OR S&P USED.

Agency Mortgage-Backed Securities & CMO's  56.7%
Government & Agency                        17.5
AAA                                         1.3
AA                                          5.0
A                                           7.7
BBB                                         5.5
Other Assets & Liabilities                  6.3




SIT BOND FUND
PORTFOLIO OF INVESTMENTS - MARCH 31, 1995

      Quantity   Name of Issuer            Market Value (1)

U.S. GOVERNMENT SECURITIES (17.5%) (2)
       650,000   U.S. Treasury Bond,
                   7.125%, 02/15/23            $619,729
    (cost:  $599,695)

ASSET-BACKED SECURITIES (6.3%)
        50,000   CIT Group Securitization Corp.,
                   1993-1 A3, 6.10%, 6/15/18     46,141
       100,000   Green Tree Financial Corp.,
                   1993-3 A7, 6.40%,  10/15/18   85,313
       100,000   Green Tree Financial Corp.,
                   1993-4 A4, 6.60%, 1/1/19      89,750
Total asset-backed securities
    (cost:  $245,363)                           221,204

CORPORATE BONDS & NOTES (13.2%)
       125,000   Corestates Capital Corp., 9.625%,
                   2/15/01                      135,938
       175,000   Green Tree Financial Corp.,
                   10.25%,  6/1/02              194,906
       125,000   Texas Instruments, Inc., 9.00%,
                   3/15/01                      134,062

Total corporate bonds & notes
    (cost:  $477,187)                           464,906

MORTGAGE PASS-THROUGH SECURITIES (3)(41.2%)
        81,093   Federal Home Loan Mortgage
                   Corp., 10.25%, 9/1/09         85,742
                 Government National Mortgage
                                  Association:
        33,828       8.75%, 11/15/01             35,200
        69,729       9.00%, 11/15/08             71,846
        15,665       9.00%, 8/15/11              16,258
        32,966       9.50%, 3/15/03              34,892
       208,093       9.50%, 9/15/10             218,497
       112,962       9.50%, 2/15/11             118,614
         7,575       9.75%, 8/15/02               8,044
        73,170       10.00%, 8/15/02             78,074
        67,875       10.25%, 4/15/01             72,738
        74,877       10.25%, 4/15/01             80,248
        21,678       10.25%, 4/15/12             23,302
        18,025       10.25%, 5/15/12             19,467
        19,625       10.25%, 5/15/12             21,083
       155,112       10.25%, 5/15/12            166,726
        20,743       10.25%, 6/15/12             22,291
        21,542       10.25%, 6/15/12             23,155
        57,583       10.25%, 7/15/12             61,854
        22,249       10.25%, 7/15/12             23,920
       131,894       10.25%, 8/15/12            141,789
        70,590       10.25%, 6/15/13             75,918
        52,580       11.25%, 10/15/00            57,322

Total mortgage pass-through securities
    (cost:  $1,480,604)                       1,456,980

COLLATERALIZED MORTGAGE OBLIGATIONS (15.5%)
       135,000   FHLMC CMO #1617, 6.25%,
                   3/15/23                      117,323
                 Vendee Mortgage Trust:
        50,000     1993-3 2D, 5.75%, 6/15/13     44,375
        50,000     1993 - 2C, 6.25%, 3/15/10     46,781
        50,000     1992-1 2B, 7.75%, 9/15/10     49,893
       150,000     1992-1 2D, 7.75%, 12/15/14   147,234
        75,000     1992-2 2D, 7.00%, 9/15/15     70,500
        75,000     1994-3 2D, 7.75%, 5/15/18     72,492

Total collateralized mortgage obligations
    (cost:  $558,222)                           548,598

SHORT-TERM SECURITIES (5.4%)
        38,260   Cash Management Fund, 5.85%     38,260
       154,000   IBM Credit Corp., 5.92%, 
                   4/4/95                       153,924

Total short-term securities
    (cost:  $192,184)                           192,184


Total investments in securities
    (cost:  $3,553,255)  (6)                 $3,503,601



SIT MINNESOTA TAX-FREE INCOME FUND REVIEW
MARCH 31, 1995

[PHOTO]  Michael C. Brilley, Senior Portfolio Manager
         Debra A. Sit, CFA, Portfolio Manager

         Municipal bond yields declined during the first quarter of 1995 from
their peak in late November 1994, thus returning to roughly the same levels of
last summer. The Fund's per share net asset value increased from $9.79 to $9.96,
and during the last twelve months, has ranged between $9.41 and $10.03. While
the Fund's +4.47% return for first quarter 1995 was the lowest among 36
Minnesota municipal bond funds tracked by Lipper Analytical Services, Inc., the
Fund's 12-month return of +7.68% remains ranked as the highest among the 30
Minnesota funds surveyed over that period. This variation in ranking reflects
the relative price stability of the Fund's investments compared with other
Minnesota bond funds. As of fiscal year end, the Fund's estimated average
duration was 5.5 years compared with approximately 6.5 years during calendar
1994.

         The primary change in portfolio structure was an increase in cash
equivalents to 14.1%, resulting from accumulated new cash flow during the most
recent quarter. Fund assets now total $43.9 million, compared with $37.5 million
at calendar year end and $18.1 million one year ago. Other changes included
slight increases in the health care sector from 17.8% to 19.3% and in the
industrial development sector from 11.3% to 13.0%, and a decrease in the housing
sector from 52.5% to 49.3%. In addition, the Fund's holdings of non-rated
securities increased from 21% to approximately 36% during the first fiscal
quarter and remained at 34.7% as of March 31, 1995. We anticipate purchasing
longer term bonds to substantially reduce the Fund's short-term holdings during
the next quarter. We expect to maintain the Fund's quality distribution as
currently structured.

                       INVESTMENT OBJECTIVE AND STRATEGY

The investment objective of the Fund is to provide a high level of current
income exempt from federal regular income tax and Minnesota regular personal
income tax as is consistent with the preservation of capital.

The Fund will endeavor to invest 100% of its assets in municipal securities, the
income from which is exempt from federal regular income tax and Minnesota
regular personal income tax. The Fund anticipates that substantially all of its
distributions to its shareholders will be exempt as such. For investors subject
to the alternative minimum tax ("AMT"), up to 20% of the Fund's income may be
treated as an item of tax preference that is included in the alternative minimum
taxable income.

                               PORTFOLIO SUMMARY

         Net Asset Value   3/31/95: $9.96 Per Share
                           3/31/94: $9.79 Per Share

                  Total Net Assets:       $43.88 Million
                  30-Day SEC Yield:         5.59%
                  Tax Equivalent Yield:    10.11% (1)
                  Average Maturity:        17.16 Years
                  Duration to Estimated 
                    Avg. Life:              5.51 Years (2)


(1)  For individuals in the 39.6% Federal and 8.5% MN tax brackets.

(2)  Duration is a measure which reflects estimated price sensitivity to a given
     change in interest rates. For example, for an interest rate change of 1.0%,
     a portfolio with a duration of 5 years would be expected to experience a
     price change of 5%. Duration is based on the Adviser's assumptions
     regarding future changes in interest rates and the expected average life of
     individual securities held in the portfolio.


[BAR GRAPH]
                              PORTFOLIO STRUCTURE
                            (% of total net assets)

Single Family Mortgage Revenue                       25.8
Multifamily Mortgage Revenue                         23.5
Hospital/Health Care Revenue                         19.3
Industrial Revenue/Pollution Control                 13.0
Municipal Lease Rental                                2.7
General Obligation                                    1.1
Other Revenue Bonds                                   0.5
Other Assets & Liabilities                           14.1


<TABLE>
<CAPTION>
                       AVERAGE ANNUAL TOTAL RETURNS*                                  CUMULATIVE TOTAL RETURNS*
               MN Tax-Free         Lipper          Lehman                   MN Tax-Free         Lipper           Lehman
                 Income           MN Muni.       5-Year Muni.                  Income           MN Muni.        5-Year Muni.
                  Fund         Bond Fund Avg.     Bond Index                    Fund         Bond Fund Avg.     Bond Index
<C>               <C>               <C>              <C>                        <C>              <C>               <C>  
3 Months          4.47%             6.65%            4.07%                      4.47%            6.65%             4.07%
   (unannualized)
1 Year            7.68              6.06             5.71                       7.68             6.06              5.71
Inception         5.08              1.57             3.16                       6.82             2.09              4.23
  (12/1/93)
* As of 3/31/95
</TABLE>

Performance is historical and assumes reinvestment of all dividends and capital
gains. Share price and return will vary so that a gain or loss may be realized
when shares are sold. Total return should not be taken as a representation of
future performance. Management fees and administrative expenses are included in
the Fund's performance; however, fees and expenses are not incorporated in the
Lehman 5-Year Municipal Bond Index. The Lipper averages and indices are obtained
from Lipper Analytical Services, Inc., a large independent evaluator of mutual
funds.


[LINE GRAPH]
                               GROWTH OF $10,000

SIT MN TAX-FREE INCOME FUND
LEHMAN 5-YEAR MUNI BOND INDEX

The sum of $10,000 invested at inception (12/1/93) and held until 3/31/95 would
have grown to $10,682 in the Fund or $10,423 in the Lehman 5-Year Municipal Bond
Index assuming reinvestment of all dividends and capital gains.


[PIE CHART]
                                QUALITY RATINGS
                            (% of total net assets)

                     LOWER OF MOODY'S, S&P, FITCH OR DUFF &
                              PHELPS RATINGS USED.

         A                                  14.7%
         AA                                 17.1
         AAA                                13.6
         BBB                                 5.8
         Other Assets  & Liabilities        14.1
         Not Rated                          34.7

         ADVISER'S ASSESSMENT OF  NOT-RATED SECURITIES
                  AA                1.5%
                  A                 2.3
                  BBB              24.2
                  BB                6.7
                  Total            34.7%




SIT MINNESOTA TAX-FREE INCOME FUND
PORTFOLIO OF INVESTMENTS - MARCH 31, 1995

<TABLE>
<CAPTION>

       Quantity     Name of Issuer                                                                   Market Value (1)
     <S>            <C>                                                                                <C>                   
MUNICIPAL BONDS (85.9%) (2)
    GENERAL OBLIGATION (1.1%)
        475,000     Southeastern MN Multi-Co. Hsg. & Redev. Auth. Hsg. Dev. Series 1994 (Lake City G.O.),
                      6.00%, 8/1/10                                                                    $   468,398
    HOSPITAL/HEALTH CARE (19.3%)
        500,000     Brooklyn Center Hlth. Care Fac. Rev. Series 1993 (Maranatha Proj.), 7.50%, 12/1/10     513,205
        215,000     Fergus Falls Hlth. Care Fac. Auth. Series 1993A (Lake Region Hosp. Corp. Proj.), 
                       6.25%, 9/1/04                                                                       210,210
      1,685,000     Maplewood Health Care Fac. Rev. (VOA Care Ctrs. Proj.), 7.375%, 10/1/12              1,722,306
                    Minneapolis Hlth. Care Fac. Rev.:
        890,000       Series 1991 (Jones-Harrison Residence Proj.), 8.35%, 9/1/21                          954,739
      1,000,000       Series 1993 (St. Olaf Res. Proj.), 7.00%, 10/1/18                                    973,070
      1,100,000     New Ulm Hlth. Care Facs. Rev. Series 1994 (Highland Manor Proj.), 7.25%, 6/1/14      1,106,523
                    Pine River Hlth. Fac. Auth. Rev. Refunding Series 1994 
                      (Lutheran Good Samaritan Proj.):
        180,000       6.00%, 8/1/06                                                                        183,542
        170,000       5.80%, 8/1/05                                                                        171,430
        230,000     Puerto Rico Industrial, Tourist, Educ., Med. & Env. Ctrl. Fac. Fin. Auth. Hosp.
                      Rev. 1994 Series A (Ryder Mem. Hosp. Proj.), 5.75%, 5/1/99                           226,051
                    Red Wing Hlth. Care Ctr. Fac. Rev. Refunding (River Region Obligated Group):
        125,000       Series 1993A, 6.20%, 9/1/05                                                          125,466
        130,000       Series 1993A, 6.30%, 9/1/06                                                          130,482
        200,000       Series 1993B, 6.20%, 9/1/05                                                          200,746
                    Sherburne Co. Nursing Home Fac. Rev. Series 1994 (Guardian Angels Care Ctr. Proj.):
         75,000       7.30%, 6/1/07                                                                         76,544
         80,000       7.35%, 6/1/08                                                                         81,643
         90,000       7.40%, 6/1/09                                                                         92,149
        555,000       7.50%, 6/1/14                                                                        566,328
        140,000       7.75%, 6/1/15                                                                        144,041
        150,000       7.75%, 6/1/16                                                                        155,037
        820,000     Wadena Co. Hlth. Care Fac. Rev. Series 1994B, 7.45%, 9/1/15                            840,509
                                                                                                         8,474,021
    INDUSTRIAL /POLLUTION CONTROL (13.0%)
                    Anoka Industrial Dev. Rev. Series 1994 (Lund Industries, Inc. Proj.):
        500,000       6.40%, 9/1/03 (4)                                                                    505,145
        500,000       6.50%, 9/1/04 (4)                                                                    506,275
                    Baxter Industrial  Dev. Rev. Series 1979 (Kmart Corp. Proj.):
         90,000       6.75%, 2/1/98                                                                         90,095
        100,000       6.75%, 2/1/99                                                                        100,121
                    Cloquet Pollution Control Rev. (Potlach Corp. Proj.):
        110,000       Series 1978, 6.50%, 6/1/08                                                           109,889
        635,000       Series 1979, 6.75%, 6/1/09                                                           634,346
      2,025,000     Plymouth Rev. Refunding Series 1992 (Carlson Ctr. Proj.) (LOC First Bank, N.A.), 
                      7.00%, 4/1/12                                                                      2,102,213
                    Richfield Cmty. Dev. Rev. Refunding 1994 (Richfield Shoppes Proj.):
      1,390,000       7.50%, 10/1/04                                                                     1,446,448
        200,000       8.375%, 10/1/05                                                                      212,712
                                                                                                         5,707,244
    MULTIFAMILY MORTGAGE (23.5%)
                    Burnsville Multifamily Hsg. Rev. Refunding:
        500,000       Series 1991 (Atrium Proj.) (Trygg-Hansa ins.), 7.20%, 5/1/11                         528,050
        960,000       Series 1994 (Bridgeway Apts. Proj.), 7.25%, 2/1/14                                   975,091
         65,000     Eden Prairie Multifamily Hsg. Rev. Refunding Series 1990A 
                      (Welsh Parkway Apts. Ltd.  Proj.- FHA insured), 8.00%, 7/1/26                         69,567
                    Hopkins Elderly Hsg. Rev. Refunding (St. Therese Southwest Proj.):
      1,600,000       Series 1994A (Asset Gty. insured), 6.25%, 3/1/14                                   1,601,120
        360,000       Series 1994B, 9.00%, 11/1/19                                                         378,475
        500,000     Hutchinson Hsg. Facs. Rev. Series 1994 (Prince of Peace Proj.), 7.375%, 10/1/12        512,850
        565,000     Minneapolis Multifamily Hsg. Rev. Series 1994 
                       (Findley Place Townhomes Proj) (Section 8), 7.00%, 12/1/16 (4)                      584,509
                    MN HFA Multifamily Hsg. Dev. Rev.:
         20,000       Series 1977, 6.25%, 2/1/08                                                            20,319
        500,000       Series 1979 (Section 8), 7.00%, 2/1/22                                               509,250
        395,000       Series 1978B, 7.10%, 2/1/21                                                          401,984
         25,000       Series 1988A, 7.70%, 8/1/08                                                           26,586
                    Minnetonka Hsg. Facs. Rev. Series 1994 (Beacon Hill Housing Proj.):
      1,000,000       7.50%, 6/1/14                                                                      1,022,590
        890,000       7.00%, 6/1/04                                                                        898,250
        525,000     Minnetonka Multifamily Hsg. Rev. Refunding Subordinate Series 1994C 
                      (Brier Creek Proj.), 8.00%, 12/20/16                                                 549,308
        325,000     Sandstone Econ. Dev. Auth. Hsg. & Dev. Rev. Series 1994A (Family Apts. Proj.),
                      8.00%, 1/1/12                                                                        337,483
        500,000     St. Paul Hsg. & Redev. Multifamily Refunding Series 1992 (Point of St. Paul Proj.)
                      (FNMA-backed), 6.60%, 10/1/12                                                        513,475
        966,042     St. Paul Residual Interest Rev. Series 1995 Convertible Capital Appreciation
                      Bonds, Zero coupon, 7.23% Effective Yield on Purchase Date, 9/1/11                   311,790
      1,095,000     Washington Co. Hsg. & Redev. Auth. Multifamily Hsg. Rev. Refunding Series 1994
                      (White Bear Lake Transitional Hsg. Proj.), 6.625%, 8/1/24                          1,085,759
                                                                                                        10,326,456
    LEASE RENTAL (2.7%)
        585,000     Burnsville Solid Waste Rev. Series 1990 (Freeway Transfer Inc. Proj.), 
                       9.00%, 4/1/10 (4)                                                                   649,239
        500,000     Eden Prairie Hsg. & Redev. Auth. Lease Rev. Series 1992B (City Hall Proj.), 
                       6.25%, 2/1/09                                                                       514,905
                                                                                                         1,164,144
    SINGLE FAMILY MORTGAGE (25.8%)
      6,275,148     Brooklyn Center/Columbia Heights/Moorhead/Robbinsdale Econ. Dev. Auth. Residual
                      Interest Rev. Series 1992B (FNMA backed) Zero Coupon, 7.15% Effective Yield on
                      Purchase Date, 11/1/14                                                             1,586,232
      1,000,000     Dakota County Hsg. & Redev. Auth. Single Family Mtg. Rev. Series 1994A (FNMA-backed),
                      6.70%, 10/1/09 (4)                                                                 1,046,750
        795,000     Dakota/Wash./Stearns Cos. Hsg. & Redev. Auth. Single Family Rev. Refunding
                      Series 1994A (FNMA-backed), 6.50%, 9/1/10 (4)                                        813,659
                    Minneapolis CDA & St. Paul HRA Homeownership Mtg. Family Hsg. Prog. Series 1984:
      2,420,000       7.875%, 7/1/17                                                                     2,508,620
        235,000       7.75%, 7/1/06                                                                        244,097
        160,000       7.50%, 7/1/98                                                                        165,304
         45,000     Minneapolis Hsg. & Redev. Auth. Single Family Mtg. Rev. Refunding Series 1978, 
                      6.75%, 5/1/09                                                                         45,738
        205,000     Minneapolis Redev. Mtg. Rev. Series 1987A  (Riverplace Proj.) (LOC Bk. of Tokyo),
                      7.00%, 1/1/07                                                                        211,716
         35,000     Minneapolis/ St. Paul Hsg. Fin. Bd. Single Family Mtg. Rev. Series 1989A (GNMA backed),
                      7.65%, 12/1/00 (4)                                                                    36,709
                    MN HFA Res. Mtg. Rev. Series 1985A:
        935,000       9.28%, 7/1/05                                                                        974,597
        115,000       Zero Coupon, 5.60% Effective Yield on Purchase Date, 7/1/95                          112,786
                    MN HFA Single Family Mtg. Rev.:
        120,000       Series 1988D, 8.25%, 8/1/20 (4)                                                      124,971
         25,000       Series 1989B, 7.05%, 1/1/03                                                           26,117
         75,000       Series 1989B, 7.05%, 7/1/03                                                           78,517
        320,000       Series 1990C, 7.70%, 7/1/14                                                          337,712
         45,000       Series 1991A, 7.05%, 7/1/22 (4)                                                       46,509
        600,000       Series 1991A, 7.45%, 7/1/22 (4)                                                      633,804
        235,000       Series 1992B-1, 6.75%, 1/1/26 (4)                                                    239,839
        140,000       Series 1992G, 6.10%, 1/1/11                                                          141,958
      3,800,000     Moorhead Single Family Mtg. Rev. Refunding Series 1992B Zero Coupon, 7.00% Effective
                      Yield on Purchase Date, 8/1/11                                                     1,186,930
        700,000     St. Paul Hsg. & Redev. Auth. Single Family Mtg. Rev. Refunding Series 1995
                      (FNMA-backed), 6.125%, 3/1/17                                                        704,949
         50,000     Vadnais Heights Hsg. Dev. Rev. Series 1979A, 7.50%, 8/1/09                              50,458
                                                                                                        11,317,972
    OTHER BONDS (0.5%)
        230,000     Minneapolis Cmty. Dev. Agy. Common Bond Fund Series 1993-5, 6.125%, 12/1/06 (4)        232,424

Total municipal bonds (cost:  $37,234,185)                                                              37,690,659

SHORT-TERM SECURITIES (13.4%)
      1,425,639     Minnesota Municipal Cash Management Fund, 4.10%                                      1,425,639
      1,545,000     Mendota Heights Multifamily Hsg. Mtg. Rev. Refunding Series 1991A
                      (Lexington Apts. Proj.)(LOC Sumitomo Bank), Variable Rate Weekly Put Bonds, 
                      4.35%, 4/5/95                                                                      1,545,000
      1,000,000     Minneapolis MN G.O. Series 1995 Variable Rate Weekly Put Bonds (Arena Acquisition
                      Project) (LOC Bayerische Vereinsbank, AG), 4.15%, 4/6/95                           1,000,000
        900,000     Minnesota Higher Education Coordinating Board Revenue Refunding Series 1994A,
                      Variable Rate Weekly Put Bonds (LOC Norwest Bank), 4.15%, 4/6/95                     900,000
      1,000,000     University of Minnesota Revenue Series 1985E Variable Rate C.P.  (LOC First Bank
                      Minneapolis), 3.70%, 4/3/95                                                        1,000,000
Total short-term securities (cost:  $5,870,639)                                                          5,870,639

Total investments in securities (cost:  $43,104,824) (6)                                               $43,561,298

</TABLE>


See accompanying notes to portfolios of investments on page 33.



SIT TAX-FREE INCOME FUND REVIEW
MARCH 31, 1995

[PHOTO]           Michael C. Brilley,  Senior Portfolio Manager
                  Debra A. Sit, CFA,  Portfolio Manager

         Municipal bond yields declined during the first quarter of 1995 from
their peak in late November 1994, thus returning to roughly the same levels of
last summer. The Fund's net per share asset value increased slightly from $9.63
to $9.70 and during the last twelve months, has ranged between $9.25 and $9.83.
While the Fund's +4.35% return for first quarter 1995 ranked nearly last among
223 funds tracked by Lipper Analytical Services, Inc., for the 12 months ended
March 31, 1995, the Fund's return of +7.00% ranked 30th of 193 funds in its
Lipper category. In addition, the Fund experienced much less price variability
than other funds during this volatile period.

         Fund assets decreased substantially during the year from $325 million
to $255 million, primarily due to shareholder withdrawals during the summer
months as well as at the end of the 1994 for tax purposes. Major changes in
industry sector weightings included a decrease in industrial
development/pollution control bonds from 16.4% to 12.0% and an increase in
health care from 19.3% to 22.7%. In addition, the recent sale of the San
Joaquin, California Toll Road issue that had some exposure to the Orange County,
California investment pool eliminated the Fund's 5.1% weighting in
transportation.

         We took advantage of the recent decline in bond yields to reduce the
Fund's weightings in BBB-rated securities to 33.3% at the end of the fiscal year
from 35.7% one year ago and from 40.2% at calendar year end. The Fund's
weighting in A-rated issues also declined from 44.5% to 37.0% during the year.
Sale proceeds were used to accumulate cash equivalents to a 12.3% portfolio
weighting as of March 31, 1995. Thus, the Fund's 30-day SEC yield declined from
6.34% to 5.73% during the most recent quarter, compared with 6.02% as of March
31, 1994. Likewise, the Fund's duration declined from 6.2 years to 5.4 years
during the most recent quarter and from 6.3 years twelve months ago.

         We expect bond yields to continue trading within a contained range in
the near term. Within this environment, we hope to find selective opportunities
to reinvest cash in securities with attractive value and greater call protection
and which meet the Fund's dual objectives of high income and stability of
principal.

                       INVESTMENT OBJECTIVE AND STRATEGY

The objective of the Fund is to provide a high level of current income that is
exempt from federal income tax, consistent with the preservation of capital, by
investing in investment-grade municipal securities.

Such municipal securities generate interest that is exempt from regular federal
income taxes. Of the municipal securities in which the Fund invests, 100% will
be rated investment grade at time of purchase.

                               PORTFOLIO SUMMARY

    Net Asset Value   3/31/95:            $9.70 Per Share
                      3/31/94:            $9.63 Per Share
             Total Net Assets:          $255.16 Million
             30-Day SEC Yield:             5.73%
             12 Month Distribution Rate:   5.84%
             Tax Equivalent Yield:         9.49% (1)
             Average Maturity:            13.54 Years
             Duration to Estimated 
              Avg. Life:                   5.40 Years (2)

(1)  For individuals in the 39.6% federal tax bracket.

(2)  Duration is a measure which reflects estimated price sensitivity to a given
     change in interest rates. For example, for an interest rate change of 1.0%,
     a portfolio with a duration of 5 years would be expected to experience a
     price change of 5%. Duration is based on the Adviser's assumptions
     regarding future changes in interest rates and the expected average life of
     individual securities held in the portfolio.


[BAR GRAPH]
                              PORTFOLIO STRUCTURE
                            (% of total net assets)

Hospital/Health Care Revenue          22.7%
Multifamily Mortgage Revenue          21.2
Single Family Mortgage Revenue        19.2
Industrial Revenue/Pollution Control  12.0
Lease Rental/Municipal Lease           3.9
Other Municipal Bonds                  2.7
Public Facilities                      2.5
Education/Student Loan                 1.7
Utilities                              1.2
Escrowed to Maturity/Pre-Refund        0.6
Other Assets & Liabilities            12.3



<TABLE>
<CAPTION>
                           AVERAGE ANNUAL TOTAL RETURNS*               CUMULATIVE TOTAL RETURNS*
                                     Lipper        Lehman                        Lipper         Lehman
                       Tax-Free   General Muni.  5-Year Muni.     Tax-Free    General Muni.   5-Year Muni.
                      Income Fund Bond Fund Avg. Bond Index     Income Fund    Bond Fund Avg. Bond Index
<C>                     <C>           <C>           <C>            <C>            <C>            <C>  
3 Months                4.35%         6.96%         4.07%          4.35%          6.96%          4.07%
   (unannualized)
1 Year                  7.00          6.20          5.71           7.00           6.20           5.71
3 Years                 6.99          6.95          6.30          22.47          22.34          20.13
5 Years                 7.30          7.82          7.47          42.26          45.69          43.34
Inception               7.50          7.89          7.34          60.10          63.80          58.50
  (9/29/88)
* As of 3/31/95
</TABLE>

Performance is historical and assumes reinvestment of all dividends and capital
gains. Share price and return will vary so that a gain or loss may be realized
when shares are sold. Total return should not be taken as a representation of
future performance. Management fees and administrative expenses are included in
the Fund's performance; however, fees and expenses are not incorporated in the
Lehman 5-Year Municipal Bond Index. The Lipper averages and indices are obtained
from Lipper Analytical Services, Inc., a large independent evaluator of mutual
funds.

[LINE GRAPH]
                               GROWTH OF $10,000

SIT                           LEHMAN 5-YEAR
TAX-FREE                      MUNI. BOND INDEX
INCOME FUND

The sum of $10,000 invested at inception (9/29/88) and held until 3/31/95 would
have grown to $16,010 in the Fund or $15,850 in the Lehman 5-Year Municipal Bond
Index assuming reinvestment of all dividends and capital gains.

[PIE CHART]
                                QUALITY RATINGS
                            (% of total net assets)

          LOWER OF MOODY'S, S&P, FITCH OR DUFF & PHELPS RATINGS USED.

                    AAA                              7.1%
                    AA                               9.4
                    A                               37.0
                    BBB                             33.3
                    BB                               0.9
                    Other Assets & Liabilities      12.3

Total number of holdings:  210


SIT TAX-FREE INCOME FUND
PORTFOLIO OF INVESTMENTS - MARCH 31, 1995

<TABLE>
<CAPTION>

     Quantity       Name of Issuer                                                                 Market Value (1)

MUNICIPAL BONDS (87.7%) (2)
    ALASKA (1.0%)
     <S>            <C>                                                                               <C>   
                    AK Industrial Dev. & Export Auth. Rev. Refunding Revolving Fund Series 1993A:
        430,000       5.60%, 4/1/03                                                                   $    432,468
      2,005,000       5.95%, 4/1/06                                                                      2,033,651
                                                                                                         2,466,119
    ARIZONA (1.2%)
                    AZ Hlth. Fac. Auth. Hosp. System Refunding Rev. Series 1991 (Phoenix Mem. Hosp.):
      1,105,000       8.00%, 6/1/06                                                                      1,153,664
        725,000       8.20%, 6/1/21                                                                        764,940
      1,070,000     Valley HDC Phoenix Hsg. Rev. 1979 (Roosevelt Plaza) (Section 8), 8.00%, 10/1/20      1,093,893
                                                                                                         3,012,497
    ARKANSAS (2.6%)
                    Drew Co. Public Fac. Bd. Single Family Mtg. Rev. Refunding:
        262,331       Series 1993B, 7.75%, 8/1/11                                                          278,461
        482,847       Series 1993-A2 (FNMA backed), 7.90%, 8/1/11                                          528,983
        395,289     Jacksonville Res. Hsg. Fac. Bd. Single Family Mtg. Rev. Refunding Series 1993B,
                      7.75%, 1/1/11                                                                        430,627
        421,507     Lonoke Co. Res. Hsg. Fac. Bd. Single Family Mtg. Rev. Refunding 1993B, 7.375%,
                      4/1/11                                                                               455,683
      2,100,000     Maumelle HDC First Lien Rev. Refunding 1992 Series A (Section 8), 7.875%, 7/1/09     2,248,323
      2,430,000     Saline Co. Res. Hsg. Fac. Bd. Single Family Mtg. Rev. Refunding Series 1992, 
                      7.875%, 3/1/11                                                                     2,588,849
                                                                                                         6,530,926
    CALIFORNIA (4.4%)
      1,650,000     Gilroy Unified School Dist. Refunding Certificates of Participation 1994, 5.85%, 
                      7/1/08                                                                             1,612,677
      2,000,000     Glendale Hosp. Rev. Refunding Series 1994 (Verdugo Hills Hosp.), 8.00%, 1/1/12       2,091,140
          5,000     Lancaster/Grand Terrace/Huntington Park HFA Res. Mtg. Rev. Refunding Series 1991A,
                      7.10%, 1/1/10                                                                          5,175
        885,000     Los Angeles Home Mtg. Rev. 1983 Zero Coupon, 10.84% Effective Yield on Purchase
                      Date, 6/1/16                                                                          93,598
                    Los Angeles Co. Certificates of Participation 1993 (Disney Parking Proj.)
                      Zero Coupon:
        900,000       6.50% Effective Yield on Purchase Date, 3/1/06                                       442,980
      4,865,000       6.75% Effective Yield on Purchase Date, 9/1/08                                     2,009,440
      1,000,000     Paramount Unified School Dist. Convertible Capital Appreciation 
                      Certificates of Participation (Land Acquisition Program) 1994 Series B 
                      (FSA insured) Zero Coupon, 6.85% Effective Yield on Purchase Date, 9/1/14            669,240
      2,100,000     Riverside Co. Community Fac. Dist. Lakehills 1984 Series 2, 9.90%, 9/1/06            2,207,331
      1,550,000     Sacramento Public Television Fac. Rev. 1989 Series A (KVIE inc.) LOC First
                      Interstate Bank, 7.50%, 7/1/20                                                     1,612,574
        810,000     Santa Clara Co. HA Multifamily Mtg. Rev. Series 1983 
                      (FHA insured) (Meadows Proj.) Zero Coupon, 9.78% Effective 
                      Yield on Purchase Date, 3/1/99                                                       570,556
                                                                                                        11,314,711
    COLORADO (1.8%)
        485,000     LaPlata Co. Southwestern CO Single Family Mtg. Participation Rev. 
                      Refunding 1991 Series A, 7.375%, 9/1/11                                              506,912
        505,000     Pueblo Co. Single Family Mtg. Rev. Series 1978, 7.30%, 12/1/09                         505,000
        790,000     Silverthorne Sales Tax Rev. Series 1992, 7.45%, 4/15/13                                836,397
        670,000     Thornton Single Family Mtg. Rev. Refunding 1992 Series A, 8.05%, 8/1/09                719,794
        645,000     Vail Single Family Mtg. Rev. Refunding Series 1992, 8.125%, 6/1/10                     695,104
      1,195,000     Westminster Multifamily Hsg. Rev. Refunding Series 1992 (Ironwood at the 
                     Ranch Proj.), 7.45%, 12/1/10                                                        1,234,029
                                                                                                         4,497,236
    CONNECTICUT (0.7%)
      1,645,000     CT HFA Hsg. Mtg. Fin. Prgm. Series 1985A, 7.625%, 11/15/17                           1,708,398

    DELAWARE (0.4%)
     16,825,000     DE EDA Multifamily Rev. 1985 (GNMA collateralized) (Valley Stream Apts. Proj.)
                      Zero Coupon, 8.10% Effective Yield on Purchase Date, 12/20/27                      1,080,333

    DISTRICT OF COLUMBIA (0.6%)
      1,500,000     District of Columbia HFA Multifamily Hsg. Refunding Rev. Series 1992C (FHA
                      insured) (Chastleton Dev.), 6.95%, 7/1/27                                          1,545,105

    FLORIDA (2.9%)
        495,000     Brevard Co. HFA Single Family Mtg. Rev. Refunding Series 1993 Zero Coupon, 7.38%
                      Effective Yield on Purchase Date, 5/20/12                                            143,060
      5,910,000     Broward Co. Resource Recovery Rev. Series 1984  (SES Broward Co. LP South Proj.),
                      7.95%, 12/1/08                                                                     6,430,848
        715,000     Jacksonville Hlth. Fac. Auth. Industrial Dev. Rev. Refunding Series 1992 
                      (Natl. Benevolent Assn. - Cypress Village Proj.), 7.10%, 12/1/06                     722,357
                                                                                                         7,296,265
    ILLINOIS (13.4%)
      6,100,000     Chicago Res. Mtg. Rev. Refunding Series 1992B (MBIA insured) Zero Coupon, 
                      7.30% Effective Yield on Purchase Date, 10/1/09                                    2,303,543
      2,000,000     Collinsville (City of) Madison Co. Industrial Dev. Rev. Refunding 
                      (Drury Inn-Collinsville Proj.) Series 1993, 6.00%, 11/1/04                         1,922,420
                    Edwardsville Elderly Hsg. Corp. 1978 (Section 8):
         45,000       7.75%, 6/1/95                                                                         45,450
         50,000       7.75%, 6/1/97                                                                         50,625
         60,000       7.75%, 6/1/99                                                                         60,600
         65,000       7.75%, 6/1/00                                                                         65,569
         75,000       7.75%, 6/1/02                                                                         75,581
         85,000       7.75%, 6/1/04                                                                         85,545
         95,000       7.75%, 6/1/05                                                                         95,515
        110,000       7.75%, 6/1/07                                                                        110,568
      1,000,000     IL DFA Econ. Dev. Rev. Refunding Series 1992 (Drury Inn-Schaumberg Proj.) (NWNL),
                      7.125%, 9/15/12                                                                    1,033,170
                    IL Educ. Fac. Auth. Rev. Series 1992 (Chicago Osteopathic Hlth. Sys.):
        595,000       7.00%, 5/15/99                                                                       618,163
        125,000       7.125%, 5/15/00                                                                      128,894
        610,000       7.125%, 5/15/01                                                                      628,636
      3,000,000     IL HDA Elderly Hsg. Rev. Series 1992C (Village Ctr.) (Section 8), 6.85%, 3/1/20      3,060,270
                    IL HDA Multifamily Hsg. Rev.:
                      Refunding 1992 Series A (Section 8):
      2,150,000         6.65%, 7/1/04                                                                    2,227,766
      1,495,000         7.00%, 7/1/10                                                                    1,565,175
                      Refunding 1991 Series C (Section 8):
        260,000         7.35%, 7/1/11                                                                      276,286
        100,000         7.40%, 7/1/23                                                                      105,531
         90,000       1985 Series B (FHA insured) (Section 8), 9.25%, 7/1/28                                92,929
      1,270,000     IL HDA Res. Mtg. 1987 Series A, 7.00%, 8/1/17                                        1,304,379
                    IL Hlth. Fac. Auth. Rev.:
                      Refunding Series 1993 (Lutheran Social Svcs. IL):
        610,000         5.70%, 8/15/00                                                                     579,634
        475,000         5.80%, 8/15/01                                                                     448,842
        525,000         6.00%, 8/15/03                                                                     491,158
        545,000         6.10%, 8/15/04                                                                     507,041
        860,000       Refunding Series 1993 (Northern IL Med. Ctr. Proj.), 5.75%, 9/1/08                   817,525
      5,100,000       Refunding Series 1992 (Galesburg Cottage Hosp.) (Asset Guaranty insured), 
                        6.25%, 5/1/11                                                                    5,124,123
      1,000,000       Refunding Series 1994 (Passavant Memorial Area Hospital Assn.), 5.95%, 10/1/11       921,100
      1,000,000       Refunding Series 1994 (Friendship Village Schamburg), 6.25%, 12/1/04               1,009,200
                      Refunding Series 1994 (St. Elizabeth's Hosp. of Chicago, Inc.):
      2,160,000         7.25%, 7/1/05                                                                    2,220,955
      1,000,000         7.625%, 7/1/10                                                                   1,025,240
      1,000,000       Refunding Series 1989A (Masonic Med. Ctr.), 7.60%, 10/1/07                         1,056,510
      1,040,000     Rochelle Water & Sewer Rev. Refunding Series 1992, 7.15%, 5/1/14                     1,081,402
        580,000     Rock Island Res. Mtg. Rev. Refunding Series 1992, 7.70%, 9/1/08                        616,639
      1,140,000     Springfield Community Improvement Rev. 1985 (Garden Court Proj. - FHA insured)
                      (Section 8) (MBIA insured), 10.50%, 4/1/26                                         1,332,797
      2,315,000     Urbana Res. Mtg. Rev. Refunding 1991 Series B Zero Coupon, 7.39% Effective Yield on
                      Purchase Date, 3/1/07                                                                983,968
                                                                                                        34,072,749
    INDIANA (7.5%)
      1,800,000     Elkhart Co. Hosp. Auth. Rev. Series 1992 (Goshen Hosp. Proj.), 7.25%, 7/1/05         1,878,534
      1,095,000     IN Bond Bank Special Prgm. Series 1993B (Gary Sanitary Dist.), 6.15%, 2/1/08         1,081,521
                    IN Educ. Fac. Auth. Educ. Fac. Rev. Series 1992 (Manchester College Proj.):
        515,000       6.45%, 10/1/04                                                                       524,502
        250,000       6.50%, 10/1/05                                                                       252,643
        305,000       6.60%, 10/1/06                                                                       308,425
        350,000       6.75%, 10/1/08                                                                       363,664
        370,000       6.80%, 10/1/09                                                                       375,679
      1,000,000       6.85%, 10/1/18                                                                       991,920
                    IN Hlth. Fac. Fin. Auth. Hosp. Rev.:
                      Series 1991 (Jackson Co. Schneck Mem. Hosp. Proj.):
        300,000         7.25%, 2/15/00                                                                     310,878
        325,000         7.30%, 2/15/01                                                                     338,130
      1,200,000         7.50%, 2/15/05                                                                   1,263,288
                      Series 1992 (Fayette Mem. Hosp. Proj.):
        250,000         7.00%, 10/1/02                                                                     259,127
        295,000         7.10%, 10/1/03                                                                     306,617
        315,000         7.20%, 10/1/04                                                                     328,863
        340,000         7.25%, 10/1/05                                                                     353,471
        365,000         7.25%, 10/1/06                                                                     377,644
        390,000         7.30%, 10/1/07                                                                     402,928
        420,000         7.30%, 10/1/08                                                                     431,861
                      Series 1992 (Floyd Mem. Hosp. Proj.):
        460,000         6.75%, 2/15/06                                                                     478,294
        595,000         6.80%, 2/15/07                                                                     617,378
      2,000,000       Series 1992 (Mem. Hosp. & Hlth. Care Ctr. Proj.), 7.35%, 3/1/12                    2,037,720
        260,000     IN HFA Single Family Mtg. Rev. 1985 Series A, 10.20%, 1/1/16                           273,309
        830,000     IN HFA  Home Mtg. Prog. 1990 Series F1 (GNMA collateralized), 7.50%, 1/1/16            883,933
      2,750,000     Indianapolis Econ. Dev. Refunding & Imprv. Rev. Series 1992 (Natl. Benevolent
                      Assn.-Robin Run Village Proj.), 7.25%, 10/1/10                                     2,781,900
        970,000     Marion HC Mtg. Rev. Refunding Series 1994 (Hilltop Towers Project)
                      (Section 8), 6.90%, 10/1/10                                                          999,381
                    Valparaiso Waterworks Rev. Series 1992:
        300,000       6.70%, 4/1/08                                                                        315,249
        330,000       6.75%, 4/1/09                                                                        346,517
        200,000       6.80%, 4/1/12                                                                        209,178
                                                                                                        19,092,554
    IOWA (1.4%)
      1,500,000     IA Fin. Auth. Small Business Dev. Refunding Rev. Series 1992 
                      (University Civic Ctr. Court Assn. Proj.), 7.40%, 3/1/17                           1,583,970
                    Polk Co. Hlth. Svcs. Residential Care Fac. Rev. Series 1991:
        460,000       7.25%, 2/1/06                                                                        479,720
      1,500,000       7.50%, 2/1/16                                                                      1,571,100
                                                                                                         3,634,790
    KANSAS (0.9%)
        545,000     Geary Co. Single Family Mtg. Rev. 1980 (FGIC insured), 10.75%, 4/1/12                  572,348
      7,660,000     Kansas City Single Family Mtg. Rev. Series 1982A Zero Coupon, 11.23% 
                      Effective Yield on Purchase Date, 11/1/14                                            889,862
      2,170,000     Olathe & Labette Cos. Mtg. Loan Rev. 1991 Series B (GNMA collateralized) 
                      Zero Coupon, 7.56% Effective Yield on Purchase Date, 2/1/23                          283,315
        615,000     Sedgwick Co. Mtg. Loan Rev. Series 1987C (GNMA collateralized), 8.625%, 11/1/18        665,645
                                                                                                         2,411,170
    KENTUCKY (0.6%)
      1,500,000     Jefferson Co. First Mtg. Rev. Series 1994 (Christian Church Homes Proj.), 6.00%, 
                      11/15/09                                                                           1,389,735
         10,000     Louisville Res. Mtg. 1984 Series Zero Coupon, 10.20% Effective Yield on 
                      Purchase Date, 7/1/95                                                                  9,746
                                                                                                         1,399,481
    LOUISIANA (5.5%)
      2,187,957     Bossier Public Trust Fin. Auth. Single Family Mtg. Rev. Refunding Series 1992,
                      8.50%, 11/1/11                                                                     2,365,838
        730,000     Calcasieu Parish Industrial Dev. Rev. 1975 (Cities Service Co. Proj.), 7.80%,
                      12/1/05                                                                              733,548
        610,000     Calcasieu Parish Public Trust Auth. Mtg. Rev. Refunding 1992 Series B, 6.875%,
                      11/1/12                                                                              631,509
      5,650,000     Denham Springs/Livingston Hsg. & Mtg. Fin. Auth. Residual Rev. Series 1992C 
                      Zero Coupon, 7.65% Effective Yield on Purchase Date, 7/10/14                       1,355,492
      4,000,000     Houma-Terrebonne Public Trust Fin. Auth. Residual Rev. Series 1992C Zero Coupon, 
                      7.60% Effective Yield on Purchase Date, 7/10/14                                      969,160
      1,955,000     LA HFA Residual Lien Refunding Mtg. Rev. Series 1992 Zero Coupon, 
                      7.27% Effective Yield on Purchase Date, 9/1/13                                     1,952,713
        465,044     LA PFA Single Family Mtg. Purchase Rev. Series 1992 (Lafayette PTFA Mtg. 
                      Acquisition), 7.50%, 10/1/15                                                         494,560
                    LA PFA Rev. Multifamily Hsg. Series 1991 (Volunteers of America Natl. Hsg. Corp.)
                      (Asset Guaranty insured):
      1,290,000         7.25%, 11/1/04                                                                   1,391,820
      3,000,000         7.75%, 11/1/16                                                                   3,223,980
      1,000,000     Monroe - McKeen Plaza Hsg. Dev. Corp. Multifamily Hsg. Rev. Refunding Series
                      1994A (Murray Plaza Apts. - Section 8), 6.80%, 2/1/12                              1,024,470
                                                                                                        14,143,090
    MAINE (0.2%)
        465,000     ME HA Mtg. Purchase 1987 Series A-2, 7.65%, 11/15/15                                   481,749

    MASSACHUSETTS (3.3%)
                    MA Hlth. & Educ. Fac. Auth. Rev.:
        655,000       Series 1982 (Malden Hosp.) (FHA insured), 9.50%, 8/1/08                              657,476
      5,000,000       Series 1990B (Goddard Mem. Hosp.), 9.00%, 7/1/15                                   5,497,450
      1,500,000       Series 1994B (Holyoke Hosp.), 6.25%, 7/1/04                                        1,448,820
        910,000     Methuen HA Multifamily Rev. 1985 (FNMA backed) (Appleton Estates), 8.00%, 12/1/07      931,349
                                                                                                         8,535,095
    MICHIGAN (5.5%)
      1,305,000     Detroit Econ. Dev. Corp. Limited Obligation Rev. Refunding Series 1992 
                     (E.H. Associates Ltd. Partnership Proj.), 7.00%, 6/1/12                             1,410,862
      2,500,000     MI HDA Rental Hsg. Rev. Series 1992A (AMBAC insured), 6.40%, 4/1/05                  2,595,325
      1,000,000     MI Hosp. Fin. Auth. Rev. Refunding Series 1994A (Pontiac Osteopathic Hosp.), 
                        5.20%, 2/1/00                                                                      930,250
                      Pontiac Hosp. Fin. Auth. Hosp. Rev. Series 1993 (NOMC Obligated Group):
        800,000         5.20%, 8/1/97                                                                      782,112
        840,000         5.40%, 8/1/98                                                                      814,078
        890,000         5.60%, 8/1/99                                                                      856,189
      1,300,000     Romulus Econ. Dev. Corp. Ltd. Obligation Rev. Refunding Series 1992 (Romulus HIR Ltd.
                      Partnership Proj.) (ITT Lyndon), 7.00%, 11/1/15                                    1,365,533
        500,000     Saginaw Hosp. Fin. Auth. Rev. Refunding Series 1989 (Saginaw Gen. Hosp.), 7.625%, 
                      10/1/19                                                                              521,920
      1,705,000     Tri City Village Hsg. Corp. Mtg. Refunding Multifamily Tri City Apts. Series 1992A 
                      (Section 8)(FNMA backed), 7.75%, 8/15/23                                           1,829,141
      2,750,000     Troy City EDC Econ. Dev. Rev. Refunding Series 1992 (Drury Inn-Troy Proj.)
                      (Lincoln Natl. Corp.), 6.75%, 10/1/12                                              2,813,800
                                                                                                        13,919,210
    MINNESOTA (0.6%)
      4,560,480     Moorhead Single Family Mtg. Rev. Refunding Series 1992B (FNMA backed), Zero Coupon,
                      7.00% Effective Yield on Purchase Date, 8/1/11                                     1,424,466

    MISSISSIPPI (0.7%)
      5,750,000     MS Home Corp. Residual Rev. Series 1992-II Zero Coupon, 7.38% Effective 
                      Yield on Purchase Date, 4/15/12                                                    1,715,915

    MISSOURI (0.3%)
                    MO HDC Single Family Mtg. Rev.:
        340,000       Series 1985, 9.25%, 4/1/05                                                           356,714
         54,000       Series 1984 (FHA insured), 10.00%, 8/1/98                                             56,233
        150,000     MO Hlth. & Educ. Fac. Auth. Hlth. Fac. Rev. Series 1993 (Jefferson Mem. 
                      Hosp. Assn. Proj.), 5.125%, 8/15/02                                                  141,748
         90,000     St. Louis Co. Single Family Res. Mtg. Series 1984 (MBIA insured), 9.75%, 4/1/10         92,360
                                                                                                           647,055

    MONTANA (0.2%)
        515,000     Lewis & Clark Co. Pollution Control Rev. Series 1976 (Asarco, Inc. Proj.), 
                      6.75%, 12/1/06                                                                       514,516

    NEW HAMPSHIRE (1.1%)
                    NH Higher Educ. & Hlth. Fac. Auth. Series 1991 (St. Joseph's Hosp.):
        540,000       7.25%, 1/1/02                                                                        571,115
      1,875,000       7.375%, 1/1/05                                                                     1,944,562
      3,505,000     NH HFA Single Family Res. Mtg. 1982 Series A Zero Coupon, 11.75% Effective Yield on
                      Purchase Date, 1/1/14                                                                415,693
                                                                                                         2,931,370
    NEW MEXICO (0.4%)
        959,000     Hobbs Single Family Mtg. Rev. Refunding Series 1992, 8.75%, 7/1/11                   1,034,234

    NEW YORK (0.7%)
      1,815,000     Niagara Co. Dev. Agency Industrial Dev. Rev. Refunding Series 1993 (Rainbow 
                      Square LTD Proj.), 5.80%, 2/1/02                                                   1,811,769

    NORTH CAROLINA (0.1%)
      9,860,000     NC HFA Multifamily Hsg. Rev. (FHA insured) 1985 Series C Zero Coupon,
                      9.97% Effective Yield on Purchase Date, 7/1/27                                       379,314

    NORTH DAKOTA (1.4%)
      1,910,000     Oliver Co. Pollution Control Rev. Series 1976 (Sq. Butte Elec. Coop. Proj.), 
                      7.00%, 12/31/10                                                                    1,918,328
      1,600,000     Ward Co. Hlth. Care Fac. Rev. Series 1994 (St. Joseph Hosp. Proj.), 8.00%, 11/15/04  1,648,416
                                                                                                         3,566,744
    OHIO (2.5%)
      1,060,000     Cleveland Certificate of Participation Motor Vehicle Motorized Equipment Series 1992,
                      6.50%, 1/1/98                                                                      1,093,676
      2,655,000     Cleveland Parking Fac. Imprv. Rev. Series 1992, 7.60%, 9/15/03                       2,772,988
      1,275,000     Franklin Co. Hosp. Fac. Rev. Refunding & Imprv. Series 1993 (Doctors Hosp.),
                      5.90%, 12/1/06                                                                     1,212,971
        500,000     Tuscarawas Co. Hosp. Fac. Rev. Series 1993A (Union Hosp. Proj.), 6.375%, 10/1/11       471,555
        850,000     Washington Co. Hosp. Fac. Rev. Series 1992 (Marietta Area Hlth. Care  Proj.), 
                      7.20%, 9/1/05                                                                        881,663
                                                                                                         6,432,853
    OKLAHOMA (3.0%)
      1,840,000     Cleveland Co. Home Loan Auth. Single Family Mtg. Rev. Refunding Series 1991, 8.00%, 
                        8/1/12                                                                           1,974,909
                      Midwest City Mem. Hosp. Auth. Hosp. Rev. Series 1992:
        115,000         7.25%, 4/1/06                                                                      120,331
        365,000         8.75%, 4/1/03                                                                      421,772
         50,000         10.00%, 4/1/95                                                                      50,000
        150,000         10.00%, 4/1/96                                                                     158,630
        325,000         10.00%, 4/1/01                                                                     392,291
        345,000         10.00%, 4/1/02                                                                     423,653
      2,000,000     Muskogee Co. HFA Single Family Mtg. Rev. Refunding 1990 Series A (FGIC insured) Zero
                      Coupon, 7.65% Effective Yield on Purchase Date, 6/1/11                               617,800
        315,000     Muskogee Co. Industrial Pollution Rev. Series 1987A (Oklahoma G&E Proj.), 
                      7.00%, 3/1/17                                                                        327,987
        680,000     Payne Co. Home Loan Auth. Single Family Rev. Refunding Series 1993A, 8.625%, 3/1/11    719,603
      2,540,000     Tulsa Public Facilities Auth. Recreational Facs. Rev. Series 1985, 6.20%, 11/1/12    2,529,053
                                                                                                         7,736,029
    PENNSYLVANIA (5.6%)
      1,600,000     Erie Higher Educ. Bldg. Auth. Univ. Rev. Refunding Series 1993D (Gannon Univ. Proj.),
                      5.90%, 6/1/11                                                                      1,464,288
      2,860,000     McKean Co. Hosp. Auth. Hosp. Rev. Refunding Series 1994 (Bradford Hosp. Proj.),
                      5.95%, 10/1/08                                                                     2,621,362
      6,000,000     Montgomery Co. Industrial Dev. Auth. Resource Recovery Rev. Series 1989 (LOC Banque
                      Paribas), 7.50%, 1/1/12                                                            6,337,680
      2,240,000     Montgomery Co. Redev. Auth. Multifamily Hsg. Rev. 1993 Series A (KBF Assoc. L.P.),
                      6.375%, 7/1/12                                                                     2,107,101
                    Sharon Regional Hlth. Sys. Auth. Hosp. Rev. Refunding (Sharon Regional Hlth. 
                      Sys. Proj.) Series 1993A:
        705,000         6.40%, 12/1/00                                                                     705,578
        255,000         6.50%, 12/1/01                                                                     255,377
        800,000         6.60%, 12/1/02                                                                     801,328
                                                                                                        14,292,714
    SOUTH CAROLINA (0.6%)
      1,500,000     Myrtle Beach PFC Certificates of Participation Series 1992 
                      (Myrtle Beach Convention Ctr. Proj.), 6.75%, 7/1/02                                1,531,605

    SOUTH DAKOTA (0.8%)
      2,000,000     SD HDA Multifamily Hsg. Rev. 1992 Series B (Section 8), 7.00%, 4/1/12                2,090,840

    TENNESSEE (0.3%)
        830,000     TN HDA Homeownership Program Series 1991 Issue U, 7.35%, 7/1/11                        876,546

    TEXAS (11.4%)
      2,880,000     Baytown HFC Single Family Mtg. Rev. Refunding Series 1992B, 8.50%, 9/1/11            3,160,570
                    Beaumont Hsg. Auth. Multifamily Mtg. Rev. Series 1993A (Section 8):
      1,365,000       6.65%, 11/1/07                                                                     1,421,989
        650,000       6.75%, 11/1/10                                                                       672,659
      1,765,000     Bexar Co. HFC Residual Rev. Series 1993 Zero Coupon, 6.50% Effective Yield on 
                      Purchase Date, 3/1/15                                                                485,516
        520,000     Brazos Co. HFC Single Family Mtg. Rev. 1985 (MBIA insured) Zero Coupon, 10.55% 
                      Effective Yield on Purchase Date, 9/1/11                                              93,018
                    Dallas Housing Corp. Capital Program Revenue Bonds:
      1,715,000       Series 1995A (Estell Village Apts.) (Section 8), 7.875%, 12/1/09                   1,721,037
      1,700,000       Series 1995 (Cedar Glen Apts.) (Section 8), 7.75%, 12/1/09                         1,703,604
      1,000,000     Dallas HFC Cap. Proj. Refunding 1990 (Section 8), 7.85%, 8/1/13                      1,063,390
        680,000     Ft. Worth HFC Home Mtg. Rev. Refunding 1991, 8.50%, 10/1/11                            740,908
      2,000,000     Harris Co. Hlth. Fac. Dev. Corp. Hosp. Rev. Series 1992 (Mem. Hosp. Sys. Proj.), 
                      7.10%, 6/1/04                                                                      2,166,040
      1,745,000     Lubbock HFC Multifamily Hsg. Rev. Refunding Series 1992A 
                      (Los Colinas, Park Ridge Place & Quail Creek), 7.75%, 1/1/22                       1,799,392
                    Midland Co. Hosp. Dist. Hosp. Rev.:
        695,000       Series 1989, 7.00%, 6/1/03                                                           721,813
      4,990,000       Series 1992 Zero Coupon, 7.61% Effective Yield on Purchase Date, 6/1/07            2,238,065
                    Midland HFC Single Family Mtg. Rev. Refunding:
        721,861       Series 1992 B-2, 8.15%, 12/1/11                                                      778,635
        990,751       Series 1992 A-2, 8.45%, 12/1/11                                                    1,082,395
      1,508,899       Series 1992, 9.00%, 9/1/01                                                         1,621,553
      2,000,000     Odessa HFC Single Family Mtg. Rev. Refunding Series 1992B Class B-2, 
                      8.125%, 11/1/11                                                                    2,194,960
        650,000     San Marcos HA Multifamily Mtg. Rev. Series 1993A (FHA insured) (Section 8), 5.80%,
                      11/1/10                                                                              603,986
      3,000,000     Southeast TX HFC Residual Rev. Series 1992A Zero Coupon, 7.63% Effective Yield on
                      Purchase Date, 9/1/17                                                                582,000
        950,000     TX HA Single Family Mtg. Refunding Series 1991A, 7.00%, 3/1/05                         994,108
      6,675,000     TX Dept. Hsg. & Community Affairs Single Family Rev. Refunding Junior Lien Series 
                      1994A Zero Coupon 6.93% Effective Yield on Purchase Date, 3/1/15                   1,722,884
                    Washington Co. Hlth. Fac. Dev. Corp. Rev. Series 1994 
                      (Lutheran Soc. Service of the South):
        225,000       6.15%, 8/15/98                                                                       223,090
        275,000       6.55%, 8/15/01                                                                       275,820
        290,000       6.70%, 8/15/02                                                                       292,146
        310,000       6.80%, 8/15/03                                                                       312,127
        330,000       6.90%, 8/15/04                                                                       332,904
        835,000     West Central TX HFC Single Family Mtg. Rev. 1985 (MBIA insured) Zero Coupon, 10.56%
                      Effective Yield on Purchase Date, 9/1/11                                             149,365
                                                                                                        29,153,974
    UTAH (0.2%)
        105,000     UT HFA Res. Mtg. Series 1984A Zero Coupon, 10.89% Effective Yield on Purchase Date, 
                      7/1/16                                                                                10,236
        575,000     UT HFA Single Family Mtg. Rev. Senior Series 1988C, 8.25%, 7/1/08                      596,988
                                                                                                           607,224
    WASHINGTON (1.8%)
      1,000,000     WA Hlth. Care Fac. Auth. Rev. Series 1989 (Sisters of Providence), 7.875%, 10/1/10   1,079,320
                    WA HFC Nonprofit Housing Revenue:
      2,500,000       Series 1993 (CRISTA Shores Proj.), 6.20%, 7/1/14                                   2,439,400
      1,000,000       Series 1995A (Judson Park Project), 6.90%, 7/1/16                                  1,000,000
                                                                                                         4,518,720
    WEST VIRGINIA (1.2%)
        185,000     Berkeley, Brooke & Fayette Cos., etc. (21 Municipalities) Single Family Mtg. 1984 
                      Series A, (MBIA insured), 10.125%, 9/1/10                                            194,383
      5,435,000     Huntington Res. Mtg. Rev. Refunding Series 1991 Zero Coupon, 7.37% Effective 
                      Yield on Purchase Date, 9/1/12                                                     1,547,997
      2,000,000     Mason Co. Residual Rev. Series 1992C Zero Coupon, 7.58% Effective Yield on 
                      Purchase Date, 7/10/14                                                               494,100
      3,000,000     Ohio Co. Residual Rev. Series 1992C Zero Coupon, 7.43% Effective Yield on Purchase
                      Date, 7/10/14                                                                        744,540
                                                                                                         2,981,020
    WISCONSIN (0.0%)
         85,000     WI HEDA Homeownership Rev. 1985 Series I Zero Coupon, 7.99% Effective Yield on 
                      Purchase Date, 12/1/96                                                                73,571

    WYOMING (0.9%)
      2,350,000     Cheyenne Industrial Dev. First Mtg. Rev. Refunding Series 1992 (Cheyenne Plaza Proj.)
                      (NWNL), 6.90%, 2/1/00                                                              2,417,281


Total municipal bonds (cost:  $222,100,858)                                                            223,879,238

SHORT-TERM SECURITIES (10.7%)
      5,000,000     Independence MO Water Utility Rev. Series 1986 (LOC National Westminster) Tax-
                      Exempt C.P., 3.70%, 4/6/95                                                         5,000,000
      3,000,000     Jacksonville FL Elec. Auth. Series D1 Tax-Exempt C.P. (LOC Credit Suisse), 
                      3.70%, 4/3/95                                                                      3,000,000
      2,000,000     Minneapolis MN G.O. Series 1995 Variable Rate Weekly Put Bonds (Arena Acquisition
                      Project) (LOC Bayerische Vereinsbank, AG), 4.15%, 4/6/95                           2,000,000
      3,000,000     Salt River Project AZ Improvement & Power Dist. Tax-Exempt C.P. (LOC Union Bank of
                      Switzerland et. al.), 3.80%, 4/7/95                                                3,000,000
      4,720,824     Municipal Money Market Fund, 3.85%                                                   4,720,824
      9,694,782     Tax-Exempt Cash Management Fund, 3.93%                                               9,694,782

Total short-term securities (cost:  $27,415,606)                                                        27,415,606

Total investments in securities (cost:  $249,516,464) (6)                                             $251,294,844
</TABLE>

See accompanying notes to portfolios of investments on page 33.



SIT U.S. GOVERNMENT SECURITIES FUND REVIEW
MARCH 31, 1995


[PHOTO]  Michael C. Brilley, Senior Portfolio Manager
         Douglas S. Rogers, CFA, Portfolio Manager

         The SIT U.S. Government Securities Fund provided investors with a
+4.47% total rate of return for the one year period ended March 31, 1995, as
compared to a +2.95% average return for the Lipper Analytical Services Inc. U.S.
Government Bond Fund universe. The Fund's performance ranked 27th of 151 funds
in its Lipper peer group category. As of March 31, 1995, the Fund's 30-day SEC
yield was 6.89% and its 12-month distribution rate was 6.51%.

         The positive relative performance over the past year was attributable
to the Fund's emphasis on stability of market value in an increasing interest
rate environment, and we continue to focus on securities that will generate a
high level of income. Stable prepayment experience from the Fund's significant
position in pass- through securities has provided investors with greater income
than that offered by U.S. Treasury and agency securities of similar effective
maturity. As of March 31, 1995 GNMA mobile home pass-through securities
comprised 65.6% of the Fund's net assets.

         We became more constructive on the fixed income market at the end of
the first quarter of 1995 and lengthened the Fund's duration (price sensitivity
to changes in interest rates) to equal that of the Lehman Intermediate
Government Bond Index. We continue to seek unique securities that offer
attractive return potential along with protection of principal. Thus, we
anticipate increasing the Fund's weighting in securities with these favorable
characteristics such as VA vendee loan bonds. VA vendee bonds are comprised of
loans which were previously owned by veterans but do not have refinancing
options. Historically, these loans have displayed a low and stable prepayment
rate which results in high income generation. This feature, along with the full
faith and credit guarantee of the U.S. Government, makes them a suitable 
investment, consistent with the dual objectives of the Fund.

                       INVESTMENT OBJECTIVE AND STRATEGY

The objective of the Fund is to provide high current income and safety of
principal. The Fund invests solely in securities issued, guaranteed or insured
by the U.S. government or its agencies or its instrumentalities.

Agency mortgage securities and U.S. Treasury securities will be the principal
holdings in the Fund. The mortgage securities that the Fund will purchase
consist of pass-through securities (Government National Mortgage Association
(GNMA), Federal National Mortgage Association (FNMA), and Federal Home Loan
Mortgage Corporation (FHLMC)).


                               PORTFOLIO SUMMARY

         Net Asset Value 3/31/95:  $10.28 Per Share
                         3/31/94:  $10.50 Per Share
                Total Net Assets:  $37.45 Million
                30-Day SEC Yield:    6.89%
      12 Month Distribution Rate:    6.51%
                Average Maturity:   15.44 Years
      Modified Adjusted Duration:    2.92 Years (1)

(1)  Duration is a measure which reflects estimated price sensitivity to a given
     change in interest rates. For example, for an interest rate change of 1.0%,
     a portfolio with a duration of 5 years would be expected to experience a
     price change of 5%. Duration is based on the Adviser's assumptions
     regarding future changes in interest rates and the expected average life of
     individual securities held in the portfolio.

[BAR GRAPH]
                              PORTFOLIO STRUCTURE
                            (% of total net assets)

GNMA Pass-Through Securities             69.0%
U.S. Treasury Bonds                       7.6
FHLMC Pass-Through Securities             6.2
FNMA Pass-Through Securities              4.2
Other Assets & Liabilities                6.8
Collateralized Mortgage Obligations       6.2



<TABLE>
<CAPTION>
                                    AVERAGE ANNUAL TOTAL RETURNS*                     CUMULATIVE TOTAL RETURNS*
                      U.S. Gov't    Lipper U.S. Gov't.   Lehman Inter.        U.S. Gov't. Lipper U.S. Gov't.   Lehman Inter.
                      Securities       Fund Average   Gov't. Bond Index      Securities      Fund Average    Gov't. Bond Index
                        Fund                                                   Fund

<C>                        <C>              <C>              <C>               <C>               <C>               <C>  
3 Months                   2.85%            4.54%            4.16%             2.85%             4.54%             4.16%
   (unannualized)
1 Year                     4.47             2.95             4.27              4.47              2.95              4.27
3 Years                    6.08             5.77             6.16             19.37             18.33             19.63
5 Years                    8.14             7.76             8.18             47.89             45.32             48.18
Inception                  8.43             7.56             8.19             88.44             77.02             85.35
    (6/2/87)
* As of 3/31/95
</TABLE>

Performance is historical and assumes reinvestment of all dividends and capital
gains. Share price and return will vary so that a gain or loss may be realized
when shares are sold. Total return should not be taken as a representation of
future performance. Management fees and administrative expenses are included in
the Fund's performance; however, fees and expenses are not incorporated in the
Lehman Intermediate Government Bond Index. The Lipper averages and indices are
obtained from Lipper Analytical Services, Inc., a large independent evaluator of
mutual funds.




[LINE GRAPH]
                               GROWTH OF $10,000


SIT U.S. GOV'T.            LEHMAN INTER. GOV'T. BOND INDEX
SECURITIES FUND


The sum of $10,000 invested at inception (6/2/87) and held until 3/31/95 would
have grown to $18,844 in the Fund or $18,535 in the Lehman Intermediate
Government Bond Index assuming reinvestment of all divdends and capital gains.

[BAR CHART]
                         ESTIMATED AVERAGE LIFE PROFILE

The Adviser's estimates of the dollar weighted average life of the portfolio's
securities, which may vary from their stated maturities.


          0-1 years            6.8%
          1-5 years           83.1
          5-10 years           2.5
          10-20 years          0.0
          20+ years            7.6%


SIT U.S. GOVERNMENT SECURITIES FUND
PORTFOLIO OF INVESTMENTS - MARCH 31, 1995

      Quantity   Name of Issuer            Market Value (1)

MORTGAGE PASS-THROUGH SECURITIES (79.4%) (2)
    FEDERAL HOME LOAN MORTGAGE CORPORATION (6.2%):
        61,346   8.75%, 12/1/01             $    61,821
       805,845   9.00%, 10/1/16                 823,236
       741,042   9.00%, 6/1/17                  757,131
       135,987   9.50%, 6/1/16                  140,914
       141,802   9.75%, 6/1/17                  147,829
        13,291   11.00%, 10/1/00                 14,193
       271,255   11.50%, 10/1/15                293,639
        68,070   12.00%, 6/1/00                  72,633
                                              2,311,396
    FEDERAL NATIONAL MORTGAGE ASSOCIATION (4.2%):
       284,924   9.00%, 4/1/10                  292,230
       297,982   9.00%, 9/1/17                  305,677
       742,163   9.50%, 4/1/20                  772,466
       168,287   11.50%, 12/1/00                180,714
        19,888   12.25%, 10/1/14                 21,635
                                              1,572,722
    GOVERNMENT NATIONAL MORTGAGE
       ASSOCIATION (3) (69.0%):
       358,398   8.75%, 5/15/03                 372,967
       303,645   8.75%, 10/15/06                316,316
       427,080   8.75%, 11/15/06                445,095
       344,848   8.75%, 2/15/07                 355,777
       332,008   8.75%, 11/15/09                342,735
       404,937   8.75%, 6/15/11                 418,285
       524,801   8.75%, 12/15/11                541,826
       291,496   9.00%, 10/15/04                305,287
       555,928   9.00%, 4/15/06                 582,157
       388,060   9.00%, 10/15/07                402,213
       161,226   9.00%, 11/15/09                167,238
       531,785   9.00%, 6/15/11                 552,722
       643,327   9.00%, 9/15/11                 667,755
       578,146   9.00%, 9/15/11                 600,348
       355,037   9.00%, 1/15/12                 368,543
        62,181   9.25%, 4/15/01                  65,402
       134,696   9.25%, 9/15/01                 141,641
       643,520   9.25%, 11/15/11                672,151
       433,243   9.25%, 4/15/12                 452,705
        46,386   9.50%, 1/15/05                  48,993
        13,223   9.50%, 1/20/05                  13,759
       588,136   9.50%, 1/15/10                 617,384
       215,643   9.50%, 8/15/10                 226,115
       402,760   9.50%, 1/15/11                 423,120
       317,347   9.75%, 11/15/02                337,026
       100,128   9.75%, 3/15/04                 106,423
       719,080   9.75%, 8/15/05                 765,030
       352,306   9.75%, 2/15/06                 376,943
     1,563,864   9.75%, 8/15/10               1,662,982
       424,211   9.75%, 11/15/10               $451,811
       464,437   9.75%, 11/15/12                495,095
       431,208   9.75%, 11/15/12                459,483
       396,457   9.75%, 11/15/12                422,278
       343,545   10.00%, 1/15/06                366,511
       316,502   10.00%, 11/15/08               337,930
       162,573   10.00%, 5/15/09                173,591
        81,340   10.00%, 6/15/10                 87,032
       282,150   10.00%, 7/15/10                301,461
       228,922   10.00%, 1/15/11                244,706
       142,480   10.25%, 11/15/00               152,701
       145,252   10.25%, 8/15/04                156,057
       383,294   10.25%, 1/15/12                411,666
       400,276   10.25%, 3/15/12                430,009
       304,582   10.25%, 5/15/12                327,106
       417,956   10.25%, 6/15/12                449,107
       137,013   10.25%, 6/15/12                147,169
       133,818   10.25%, 6/15/12                143,718
       452,730   10.25%, 7/15/12                486,726
       423,293   10.25%, 7/15/12                454,897
       158,035   10.25%, 7/15/12                169,889
       565,951   10.25%, 8/15/12                608,318
       434,525   10.25%, 8/15/12                467,037
       431,730   10.25%, 8/15/12                464,016
       466,157   10.25%, 2/15/13                501,292
       354,762   10.25%, 2/15/13                380,887
        80,949   10.25%, 4/15/13                 86,980
       236,875   10.25%, 7/15/13                254,743
        18,073   10.50%, 9/15/00                 19,310
       137,231   10.50%, 9/15/01                148,124
       230,508   10.50%, 7/15/10                248,635
        85,327   10.50%, 8/15/15                 92,041
        97,176   10.50%, 9/15/15                104,935
       172,002   10.50%, 11/15/15               185,708
        85,284   10.50%, 11/15/15                92,078
        84,718   10.50%, 3/15/16                 91,550
        52,495   10.50%, 9/15/16                 58,424
        81,361   10.50%, 12/15/16                90,547
        20,515   10.75%, 7/15/98                 22,185
        19,022   10.75%, 10/15/98                20,575
       329,537   10.75%, 8/15/11                357,367
        52,958   11.00%, 10/15/98                57,003
       280,574   11.00%, 1/15/10                307,245
       234,768   11.00%, 1/15/10                256,985
       236,691   11.00%, 6/15/10                259,089
        18,917   11.00%, 7/15/13                 20,328
           647   11.25%, 5/15/95                    647
         2,314   11.25%, 8/15/95                  2,521
         2,614   11.25%, 1/15/96                  2,847
        92,549   11.25%, 3/15/98                100,857
        11,476   11.25%, 5/15/98                 12,510
         2,148   11.25%, 5/15/98                  2,341
        68,781   11.25%, 4/15/99                 74,972
       254,371   11.25%, 8/15/00                277,616
       124,677   11.25%, 12/15/00               136,063
        62,026   11.25%, 1/15/01                 67,577
        38,209   11.25%, 5/15/03                 41,633
       317,214   11.25%, 10/15/11               341,948
        15,698   11.75%, 2/15/98                 17,216
        15,478   11.75%, 9/15/98                 16,977
        42,190   11.75%, 10/15/98                46,304
        22,352   11.75%, 10/15/98                24,520
       175,042   11.75%, 5/15/00                192,258
       174,190   11.75%, 5/15/04                191,640
        38,876   12.75%, 1/15/00                 42,562
         2,858   14.75%, 4/15/97                  3,121
        50,666   14.75%, 8/15/97                 55,401
                                             25,864,814

Total mortgage pass-through securities
    (cost: $29,987,815)                      29,748,932

U.S. GOVERNMENT SECURITIES (7.6%)
       3,000,000 United States Treasury Bonds,
                   7.125%, 2/15/23            2,860,290
    (cost: $2,875,771)

COLLATERALIZED MORTGAGE OBLIGATIONS (6.2%)
       428,092   Federal Home Loan Mortgage
                   Corporation, 1006-C, 9.15%,
                   10/15/20               $     433,722
                 Vendee Mortgage Trust:
       1,000,000   Series 1992-2D, 7.00%,
                     9/15/15                    940,000
       1,000,000   Series 1993-2C, 6.25%,
                     3/15/10                    935,625

Total collateralized mortgage obligations
    (cost: $2,303,767)                        2,309,347

SHORT-TERM SECURITIES (7.3%)
       1,000,000 Federal National Mortgage
                   Association-ADN, 5.97%,
                   4/5/95                       999,336
       800,000   Federal Home Loan Mortgage
                   Corporation-ADN, 5.92%,
                   4/10/95                      798,816
       941,995   Government Cash Management
                  Fund, 6.04%                   941,995
Total short-term securities
    (cost: $2,740,147)                        2,740,147

Total investments in securities
    (cost: $37,907,500) (6)                 $37,658,716

See accompanying notes to portfolios of investments on page 33.


SIT MONEY MARKET FUND REVIEW (FORMERLY INVESTMENT RESERVE FUND)
MARCH 31, 1995

[PHOTO]  Michael C. Brilley, Senior Portfolio Manager
         Douglas S. Rogers, CFA, Portfolio Manager


         The SIT Money Market Fund provided investors with a +4.57% return for
the one year period ended March 31, 1995, as compared to a +4.34% average return
for the Lipper Analytical Services Inc. Money Market Fund universe. The Fund's
perfomance ranked 47th of 248 funds in its Lipper peer group category. As of
March 31, 1995, the Fund's 30-day SEC yield was 5.60% and its 7-day compound
yield was 5.78%.

         Three month Treasury bill rates have continued to move upward over the
past year from 3.56% to 5.85%, reflecting Federal Reserve efforts to moderate
domestic economic growth. During the first quarter of 1995, longer term yields
fell, while Treasury bill yields remained relatively constant, supported by
substantial foreign central bank purchases to support the U.S. dollar. We
believe that once this volume of purchasing subsides, yields on short-term
securities are likely to move slightly higher to levels that are more consistent
with Federal Reserve monetary policy. Thus, we anticipate maintaining the Fund's
average maturity at 40 days or less until at least early summer.

         We continue to focus on purchasing commercial paper of the highest
quality and rating categories. For the foreseeable future, we are purposely
avoiding purchase of commercial paper issued by securities dealers which are
experiencing diminishing trading profits, insurance companies with potential
asset quality problems and commercial banks with heavy derivative exposure.

                       INVESTMENT OBJECTIVE AND STRATEGY

The objective of the Fund is to achieve maximum current income to the extent
consistent with the preservation of capital and maintenance of liquidity. The
Fund pursues this objective by investing in a diversified portfolio of high
quality short-term debt instruments. The Fund seeks to maintain a stable net
asset value of $1.00 per share. However, there is no assurance of a constant
share price.

An investment in the Fund is neither insured nor guaranteed by the U.S.
government and there can be no assurance that the Fund will be able to maintain
a stable net asset value of $1.00 per share.


                               PORTFOLIO SUMMARY

    Net Asset Value   3/31/95: $1.00 Per Share
                      3/31/94: $1.00 Per Share
             Total Net Assets: $29.82 Million


[BAR CHART]
                              PORTFOLIO STRUCTURE
                            (% of total net assets)

Consumer Loan  Finance                 19.5%
Diversified Finance                    18.2
Captive Equipment Finance              18.0
U.S. Government Securities             12.9
Energy                                 11.9
Utilities                               6.7
Insurance                               5.0
Captive Auto Finance                    4.7
Other Assets & Liabilities              3.1


<TABLE>
<CAPTION>
                              AVERAGE ANNUAL TOTAL RETURNS*                                 CUMULATIVE TOTAL RETURNS*
                      Money        Lipper Money     U.S. Treasury                  Money         Lipper Money     U.S. Treasury
                    Market Fund      Market Avg.    Bill (3-Month)              Market Fund       Market Avg.    Bill (3-Month)

<C>                   <C>              <C>               <C>                       <C>               <C>             <C>  
3 Months              1.39%            1.32%             1.51%                     1.39%             1.32%           1.51%
   (unannualized)
1 Year                4.57             4.34              5.17                      4.57              4.34            5.17
Inception             4.04             3.85              4.63                      5.76              5.48            6.61
  (11/1/93)
* As of 3/31/95
</TABLE>

Performance is historical and assumes reinvestment of all dividends and capital
gains. Share price and return will vary so that a gain or loss may be realized
when shares are sold. Total return should not be taken as a representation of
future performance. Management fees and administrative expenses are included in
the Fund's performance; however, fees and expenses are not incorporated in the
U.S. Treasury Bill. The Lipper averages and indices are obtained from Lipper
Analytical Services, Inc., a large independent evaluator of mutual funds.


[LINE GRAPH]
                               GROWTH OF $10,000

             3-MONTH U.S. TREASURY INDEX
             SIT MONEY MARKET FUND

The sum of $10,000 invested at inception (11/1/93) and held until 3/31/95 would
have grown to $10,576 in the Fund or $10,661 in the 3-Month U.S. Treasury Bill
Index assuming reinvestment of all dividends and capital gains.


[PIE CHART]
                                QUALITY RATINGS
                            (% of total net assets)
                          As rated by Moody's and S&P

             A1, P1           100%


    First Tier Securities   100%
    Second Tier Securities    0


SIT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS - MARCH 31, 1995

      Quantity    Name of Issuer          Market Value (1)

COMMERCIAL PAPER (84.0%) (2)
    CAPTIVE AUTO FINANCE (4.7%)
                 Ford Motor Credit Corp.:
       350,000     6.09%, 4/11/95           $   349,414
       109,000     5.95%, 4/12/95               108,802
       500,000     6.20%, 4/17/95               498,649
       450,000     6.16%, 4/17/95               448,776
                                              1,405,641
    CAPTIVE EQUIPMENT FINANCE (18.0%)
                 Deere & Company:
       339,000     6.00%, 4/26/95               337,602
       300,000     6.09%, 5/10/95               298,040
                 John Deere Capital Corp.:
       400,000     6.06%, 5/22/95               396,600
       650,000     6.08%, 5/23/95               644,348
                 IBM Corp.:
       206,000     6.01%, 4/3/95                205,932
       653,000     6.10%, 4/18/95               651,141
       320,000     5.97%, 4/26/95               318,687
       500,000   IBM Credit Corp., 6.01%,
                   4/21/95                      498,339
                 Pitney Bowes Credit Corp.:
       800,000     6.11%, 4/20/95               797,450
       500,000     6.05%, 5/4/95                497,241
       735,000   Xerox Credit Corp., 
                   6.14%, 6/12/95               726,106
                                              5,371,486
    CONSUMER LOAN FINANCE (19.5%)
                 American Express Credit Corp.:
       300,000     6.07%, 5/15/95               297,796
       670,000     6.17%, 6/5/95                662,645
       200,000     6.13%, 6/19/95               197,349
                 American General Financial:
       1,004,000   6.03%, 4/25/95             1,000,004
       200,000     6.06%, 5/19/95               198,400
                 Beneficial Corp.:
       607,000     5.96%, 4/18/95               605,300
       264,000     6.06%, 5/2/95                262,636
       300,000     6.11%, 5/30/95               297,040
                 Household Finance Corp.:
       350,000     5.99%, 4/24/95               348,674
       206,000     6.06%, 5/1/95                204,970
       452,000     6.10%, 5/9/95                449,118
                 Norwest Financial, Inc.:
       700,000     6.08%, 4/10/95               698,946
       600,000     5.92%, 4/12/95               598,918
                                              5,821,796
    DIVERSIFIED FINANCE (18.2%)
                 Associates Corp. N.A.:
       300,000     6.08%, 4/11/95               299,498
       520,000     6.08%, 5/1/95                517,391
       180,000     6.17%, 5/9/95                178,845
       200,000     6.12%, 6/19/95               197,353
                 CIT Group Holdings, Inc.:
       404,000     6.16%, 4/3/95                403,863
       450,000     6.08%, 4/13/95         $     449,097
       405,000     6.08%, 5/2/95                402,901
       400,000     6.15%, 6/29/95               394,007
                 General Electric Capital Corp.:
       900,000     6.10%, 4/5/95                899,397
       536,000     6.01%, 4/7/95                535,464
       300,000     6.05%, 4/10/95               299,550
                 Heller Financial, Inc.:
       141,000     6.04%, 4/12/95               140,741
       200,000     6.09%, 4/19/95               199,397
       350,000     5.99%, 4/24/95               348,674
       150,000     6.13%, 6/1/95                148,465
                                              5,414,643
    ENERGY (11.9%)
       940,000   British Petroleum New Zealand Ltd.,
                   6.25%, 5/3/95                934,861
                 Chevron Oil Finance Corp.:
       250,000     5.95%, 4/7/95                249,753
       361,000     5.96%, 4/12/95               360,344
       800,000     6.08%, 4/17/95               797,860
                 Texaco, Inc.:
       700,000       6.04%, 4/28/95             696,860
       500,000       6.11%, 5/12/95             496,561
                                              3,536,239
    INSURANCE (5.0%)
       500,000   American Family Financial Co.,
                   6.02%, 4/27/95               497,841
       1,000,000 Travelers Insurance Co.,
                   6.02%, 4/13/95               998,007
                                              1,495,848
    UTILITIES (6.7%)
                 Bellsouth Telecommunications, Inc.
       894,000     5.98%, 4/4/95                893,558
       200,000     5.96%, 4/6/95                199,835
       900,000   Southwestern Bell Capital Corp.,
                   6.22%, 5/8/95 (5)            894,339
                                              1,987,732

Total commercial paper
    (cost:  $25,033,385)                     25,033,385

U.S. GOVERNMENT SECURITIES (12.9%)
                 Federal National Mortgage
                   Assoc. - ADN:
       3,010,000     5.93%, 4/17/95           3,002,107
       850,000       5.94%, 4/18/95             847,632

Total U.S. government securities
    (cost:  $3,849,739)                       3,849,739

Total investments in securities
    (cost:  $28,883,124) (6)                $28,883,124

See accompanying notes to portfolios of investments of page 33.




SIT MUTUAL FUND GROUP
NOTES TO PORTFOLIOS OF INVESTMENTS

(1)  Securities  are valued by  procedures  described in note 1 to the financial
     statements.

(2)  Percentage figures indicate percentage of total net assets.

(3)  At March 31,  1995,  65.6% of the U.S.  Government  Securities  Fund's  net
     assets and 36.8% of the Bond Fund's net assets was  invested in GNMA mobile
     home pass-through securities.

(4)  Securities  from which the income is  treated as a tax  preference  that is
     included in  alternative  minimum  taxable income for purposes of computing
     federal  alternative  minimum tax (AMT).  At March 31, 1995,  approximately
     12.4% of the  Minnesota  Tax-Free  Income Fund's net assets was invested in
     such securities.

(5)  Commercial  paper  sold  within  terms of a private  placement  memorandum,
     exempt from registration  under Section 4(2) of the Securities Act of 1933,
     as  amended,  and may be sold  only to  dealers  in that  program  or other
     "accredited  investors."  This  security has been  determined  to be liquid
     under the guidelines established by the Board of Directors.

(6)  At March 31, 1995,  the cost of securities  for federal income tax purposes
     and the aggregate gross unrealized  appreciation and depreciation  based on
     that cost were as follows:

<TABLE>
<CAPTION>
                                                                                                 MINNESOTA
                                                                        TAX-FREE                  TAX-FREE
                                                        BOND             INCOME                    INCOME
                                                        FUND              FUND                      FUND
<S>                                                  <C>               <C>                       <C>         
Cost for federal income tax purposes                 $3,553,255        $43,104,824               $249,516,464

Unrealized appreciation (depreciation) on investments:
         Gross unrealized appreciation               $   30,212           $614,852                 $4,254,756
         Gross unrealized depreciation                  (79,866)          (158,378)                (2,476,376)
Net unrealized appreciation (depreciation)             ($49,654)          $456,474                 $1,778,380
</TABLE>


<TABLE>
<CAPTION>
                                                                 U.S.
                                                             GOVERNMENT           MONEY
                                                             SECURITIES           MARKET
                                                                FUND               FUND
<S>                                                        <C>                  <C>        
Cost for federal income tax purposes                       $37,907,500          $28,883,124

Unrealized appreciation (depreciation) on investments:
           Gross unrealized appreciation                      $142,263              None
           Gross unrealized depreciation                      (391,047)             None

Net unrealized appreciation (depreciation)                   ($248,784)             None
</TABLE>


SIT MUTUAL FUND GROUP
STATEMENTS OF ASSETS & LIABILITIES - MARCH 31, 1995

<TABLE>
<CAPTION>
                                                         MINNESOTA                         U.S.
                                                         TAX-FREE        TAX-FREE       GOVERNMENT        MONEY
                                            BOND          INCOME          INCOME        SECURITIES       MARKET
ASSETS                                      FUND           FUND            FUND            FUND           FUND
<S>                                       <C>           <C>            <C>             <C>            <C>        
Investments in securities, at
   identified cost...................     $3,553,255    $43,104,824    $249,516,464    $37,907,500    $28,883,124

Investments in securities, at
   market value - see
   accompanying schedules for
   detail............................     $3,503,601    $43,561,298    $251,294,844    $37,658,716    $28,883,124
Cash in bank on demand
   deposit...........................             35       ------                 1            255            139
Accrued interest
   receivable........................         31,105        745,690       3,981,724        294,330       ------
Receivable for investment
   securities sold...................            557       ------            14,741         18,831       ------
Receivable for Fund shares
   sold..............................            440         22,501       1,506,994         33,020        997,826

     Total assets....................      3,535,738     44,329,489     256,798,304     38,005,152     29,881,089


LIABILITIES
Payable for investment securities
   purchased.........................       ------          204,250       1,000,000       ------          ------
Payable for Fund shares
   redeemed..........................       ------          167,137         117,604        505,500         40,047
Cash portion of dividends
   payable to shareholders...........            367         47,182         351,941         20,710          6,598
Accrued investment management
   and advisory services fee.........          2,372         29,427         171,722         25,013         12,372

     Total liabilities...............          2,739        447,996       1,641,267        551,223         59,017

Net assets applicable to
   outstanding capital stock.........     $3,532,999    $43,881,493    $255,157,037    $37,453,929    $29,822,072

Capital stock
   Par...............................         $0.001         $0.001          $0.001         $0.001         $0.001

   Authorized shares................. 10,000,000,000 10,000,000,000  10,000,000,000 10,000,000,000 10,000,000,000
   Outstanding shares................        372,863      4,405,441      26,295,050      3,641,826     29,825,073

Net asset value per share of
   outstanding capital stock.........          $9.48          $9.96           $9.70         $10.28          $1.00
</TABLE>

See accompanying notes to financial statements on pages 38-45.


SIT MUTUAL FUND GROUP
STATEMENTS OF OPERATIONS - YEAR ENDED MARCH 31, 1995

<TABLE>
<CAPTION>
                                                              MINNESOTA                      U.S.
                                                              TAX-FREE      TAX-FREE      GOVERNMENT     MONEY
                                                BOND           INCOME        INCOME       SECURITIES    MARKET
                                                FUND            FUND          FUND           FUND        FUND
<S>                                           <C>           <C>           <C>            <C>          <C>       
INVESTMENT INCOME:
   INCOME:
    Interest...............................   $247,837      $2,096,248    $18,181,916    $2,667,478   $1,091,006
        Total income.......................    247,837       2,096,248     18,181,916     2,667,478    1,091,006

   EXPENSES (NOTE 3):
    Investment management and
        advisory services fee..............     26,701         256,587      2,195,496       366,490      169,942
        Less fees and expenses absorbed
           by investment adviser...........    ----             ----          (24,991)      (73,460)     (63,828)

        Total net expenses.................     26,701         256,587      2,170,505       293,030      106,114

        Net investment income..............    221,136       1,839,661     16,011,411     2,374,448      984,892

REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS :
    Net realized loss (note 2).............   (117,419)       (419,772)    (3,519,873)     (631,212)        ----
    Net change in unrealized
        appreciation (depreciation)........     47,225         979,887      5,481,190      (150,786)        ----

        Net gain (loss) on investments.....    (70,194)        560,115      1,961,317      (781,998)        ----

Net increase in net assets resulting
   from operations.........................   $150,942      $2,399,776    $17,972,728    $1,592,450     $984,892
</TABLE>

See accompanying notes to financial statements on pages 38-45.


SIT MUTUAL FUND GROUP
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                     BOND                      MINNESOTA TAX-FREE    
                                                                     FUND                          INCOME FUND       
                                                                           PERIOD                           PERIOD   
                                                                            ENDED                            ENDED   
                                                         YEAR ENDED       MARCH 31,      YEAR ENDED        MARCH 31, 
                                                          MARCH 31,         1994*         MARCH 31,          1994*   
                                                            1995          (NOTE 1)          1995           (NOTE 1)  
<S>                                                    <C>             <C>             <C>             <C>
OPERATIONS:
   Net investment income ............................. $   221,136     $    59,041     $  1,839,661    $     246,347   
   Net realized gain (loss) on investments............    (117,419)        (20,368)        (419,772)         (26,302)  
   Net change in unrealized appreciation
    (depreciation) of investments.....................      47,225         (96,879)         979,887         (523,413)  

    Net increase (decrease) in net assets resulting from
      operations......................................     150,942         (58,206)       2,399,776         (303,368)  
DISTRIBUTIONS TO SHAREHOLDERS FROM:
   Net investment income..............................    (221,136)        (59,041)      (1,839,661)        (246,347)  
   Net realized gains on investments..................       ----            ----             ----             ----

    Total distributions...............................    (221,136)        (59,041)      (1,839,661)        (246,347)  
CAPITAL SHARE TRANSACTIONS:
   Proceeds from shares sold..........................     304,160       3,988,307       37,614,894       21,980,078   
   Reinvested distributions...........................     212,345          57,798        1,475,259          207,847   
   Payments for shares redeemed.......................    (315,970)       (526,300)     (13,873,710)      (3,533,375)  

    Increase (decrease) in net assets from
      capital share transactions......................     200,535       3,519,805       25,216,443       18,654,550   

      Total increase (decrease) in net assets.........     130,341       3,402,558       25,776,558       18,104,835   
NET ASSETS
   Beginning of period................................   3,402,658             100       18,104,935              100   
   End of period......................................  $3,532,999      $3,402,658      $43,881,493      $18,104,935   
NET ASSETS CONSIST OF:
   Capital (par value and paid-in surplus)............  $3,720,440      $3,519,905      $43,871,093      $18,654,650   
   Undistributed (distributions in excess of) net
    investment income.................................   ----            ----             ----             ----        
   Accumulated net realized gain (loss) from
    security transactions ............................    (137,787)        (20,368)        (446,074)         (26,302)  
   Unrealized appreciation (depreciation)
    on investments....................................     (49,654)        (96,879)         456,474         (523,413)  

                                                        $3,532,999      $3,402,658      $43,881,493      $18,104,935   

CAPITAL TRANSACTIONS IN SHARES:
   Sold...............................................      32,543         397,999        3,830,816        2,177,903   
   Reinvested distributions...........................      22,594           5,834          150,326           20,754   
   Redeemed...........................................     (33,547)        (52,570)      (1,425,007)        (349,361)  

Net increase (decrease)...............................      21,590         351,263        2,556,135        1,849,296   

* Period from December 1, 1993 (commencement of operations) to March 31, 1994.
** Formerly Investment Reserve Fund  
</TABLE>


STATEMENTS OF CHANGES IN NET ASSETS  (TABLE CONTINUED)
<TABLE>
<CAPTION>

                TAX-FREE                       U.S. GOVERNMENT                   MONEY MARKET
               INCOME FUND                     SECURITIES FUND                       FUND
                         NINE MONTHS                       NINE MONTHS                       NINE MONTHS
                            ENDED                             ENDED                             ENDED
         YEAR ENDED       MARCH 31,        YEAR ENDED       MARCH 31,        YEAR ENDED       MARCH 31,
          MARCH 31,         1994            MARCH 31,         1994            MARCH 31,        1994**
            1995          (NOTE 1)            1995          (NOTE 1)            1995          (NOTE 1)
       <C>             <C>               <C>             <C>             <C>               <C>          
       $  16,011,411   $  15,032,414     $  2,374,448    $  1,630,275    $     984,892     $     264,945
          (3,519,873)      2,614,895         (631,212)        127,685        ----                    621
    
           5,481,190     (12,671,484)        (150,786)       (751,026)       ----                  4,724


          17,972,728       4,975,825        1,592,450       1,006,934          984,892           270,290

         (16,000,200)    (15,032,414)      (2,384,177)     (1,690,774)        (985,117)         (264,945)
            (560,435)     (3,031,287)       ----             (127,467)       ----                 (2,862)

         (16,560,635)    (18,063,701)      (2,384,177)     (1,818,241)        (985,117)         (267,807)

         129,607,190     179,643,583       16,243,728      19,358,027       77,036,008        46,982,265
          12,481,182      14,507,914        2,180,030       1,681,532          935,224           232,463
        (213,034,707)   (195,349,143)     (18,861,210)    (13,083,196)     (66,012,623)      (40,222,147)


         (70,946,335)     (1,197,646)        (437,452)      7,956,363       11,958,609         6,992,581

         (69,534,242)    (14,285,522)      (1,229,179)      7,145,056       11,958,384         6,995,064

         324,691,279     338,976,801       38,683,108      31,538,052       17,863,688        10,868,624
        $255,157,037    $324,691,279      $37,453,929     $38,683,108      $29,822,072       $17,863,688

        $256,896,612    $327,842,947      $38,333,925     $38,771,377      $29,822,072       $17,863,463

                 (54)        (11,265)       ----                9,729        ----                    225

          (3,517,901)        562,407         (631,212)      ----             ----              ----

           1,778,380      (3,702,810)        (248,784)        (97,998)       ----              ----

        $255,157,037    $324,691,279      $37,453,929     $38,683,108      $29,822,072       $17,863,688


          13,463,623      17,809,726        1,582,314       1,815,421       77,036,009        46,982,776
           1,298,812       1,442,476          211,762         157,986          935,322           232,420
         (22,177,813)    (19,362,612)      (1,836,057)     (1,229,364)     (66,012,623)      (40,222,794)

          (7,415,378)       (110,410)         (41,981)        744,043       11,958,708         6,992,402
</TABLE>

* Period from December 1, 1993 (commencement of operations) to March 31, 1994.
** Formerly Investment Reserve Fund 

See accompanying notes to financial statements on pages  38-45.


SIT MUTUAL FUND GROUP
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The SIT Mutual Funds (the Funds) are 100% no-load funds, and are
         registered under the Investment Company Act of 1940 (as amended) as
         diversified (except Minnesota Tax-Free Income Fund which is
         non-diversified), open-end management investment companies, or series
         thereof. The SIT Bond Fund, SIT Minnesota Tax-Free Income Fund, and the
         SIT Tax-Free Income Fund are series funds of SIT Mutual Funds II, Inc.
         This report covers the bond funds within the SIT Mutual Fund Group.

         On November 1, 1993 the Investment Reserve Fund's name was changed to
         Money Market Fund, and the Fund's investment objective was amended to
         comply with Rule 2a-7 of the Investment Company Act of 1940 governing
         money market funds. To effect this change the Fund declared a stock
         split in the ratio of 9.98 to 1. The Minnesota Tax-Free Income Fund and
         Bond Fund commenced operations on December 1, 1993. The only
         transactions for these Funds prior to this date was the sale of 10
         shares for $100 in each of these funds to Sit Investment Associates,
         Inc. on November 30, 1993. Effective February 11, 1994 the U.S
         Government Securities, Tax-Free Income, and Money Market Funds changed
         their respective fiscal year ends from June 30 to March 31.

         Significant accounting policies followed by the Funds are summarized
         below:


         INVESTMENTS IN SECURITIES

         Securities maturing more than 60 days from the valuation date, with the
         exception of those in Money Market Fund, are valued at the market price
         or approximate market value based on current interest rates; those
         securities with maturities of less than 60 days when acquired, or which
         subsequently are within 60 days of maturity, are valued at amortized
         cost, which approximates market value. When market quotations are not
         readily available, securities are valued at fair value based on
         procedures appoved by the Board of Directors. Such fair values are
         determined using prices quoted by independent brokers or pricing
         services. Pursuant to Rule 2a-7 of the Investment Company Act of 1940,
         all securities in the Money Market Fund are valued at amortized cost,
         which approximates market value, in order to maintain a constant net
         asset value of $1 per share.

         Security transactions are accounted for on the date the securities are
         purchased or sold. Securities gains and losses are calculated on the
         identified-cost basis. Interest, including level-yield amortization of
         long-term bond premium and discount, is recorded on the accrual basis.

         Delivery and payment for securities which have been purchased by the
         Funds on a forward commitment or when-issued basis can take place a
         month or more after the transaction date. During this period, such
         securities are subject to market fluctuations and each Fund maintains,
         in a segregated account with its custodian, assets with a market value
         equal to the amount of its purchase commitments.

         The Minnesota Tax-Free Income Fund concentrates its investments in
         Minnesota, and therefore may have more credit risk related to the
         economic conditions in the state of Minnesota than a portfolio with
         broader geographical diversification.

         FEDERAL TAXES

         The Funds' policy is to comply with the requirements of the Internal
         Revenue Code applicable to regulated investment companies and to
         distribute all of its taxable income to shareholders. Therefore, no
         income tax provision is required. Also, in order to avoid the payment
         of any federal excise taxes, the Funds will distribute substantially
         all of their net investment income and net realized gains on a calendar
         year basis.

         Net investment income and net realized gains may differ for financial
         statement and tax purposes. The character of distributions made during
         the year for net investment income or net realized gains may also
         differ from its ultimate characterization for tax purposes. Also, due
         to the timing of dividend distributions, the fiscal year in which
         amounts are distributed may differ from the year that the income or
         realized gains (losses) are recorded by the portfolios.

         For federal income tax purposes the Bond Fund, Minnesota Tax-Free
         Income Fund, Tax-Free Income Fund, and U.S. Government Securities Fund
         has a capital loss carryover of $137,787, $446,074, $3,517,901, and
         $631,212, respectively, at March 31, 1995 which, if not offset by
         subsequent capital gains, will begin to expire in 2003 and 2004. It is
         unlikely the Board of Directors will authorize a distribution of any
         net realized gains until the available capital loss carryover is offset
         or expires.

         DISTRIBUTIONS

         Distributions to shareholders are recorded as of the close of business
         on the record date. Such distributions are payable in cash or
         reinvested in additional shares of the Funds' capital stock.
         Distributions from net investment income are declared daily and paid
         monthly for the Funds. Distributions from net realized gains, if any,
         will be made annually for each of the Funds.


NOTE 2 - INVESTMENT SECURITY TRANSACTIONS

         Purchases of and proceeds from sales and maturities of investment
         securities, other than short-term securities, for the year ended March
         31, 1995, were as follows:

<TABLE>
<CAPTION>

                                                            Purchases             Proceeds

<S>                                                       <C>                 <C>          
         Bond Fund                                        $  1,408,255        $   1,304,921
         Minnesota Tax-Free Income Fund                     28,788,686           10,222,566
         Tax-Free Income Fund                               34,521,363          130,507,572
         U.S. Government Securities Fund                    13,473,888           15,750,643
</TABLE>

         For Money Market Fund during the year ended March 31, 1995, purchases
         of and proceeds from sales and maturities of investment securities
         aggregated $254,662,628 and $244,242,708, respectively.


NOTE 3 - EXPENSES

         INVESTMENT ADVISER

         The Funds each have entered into an investment management agreement
         with Sit Investment Associates, Inc. (SIA), under which SIA manages the
         Fund's assets and provides research, statistical and advisory services,
         and pays related office rental, executive expenses and executive
         salaries. As part of its unified management fee, SIA is obligated to
         pay all of the Funds' operating expenses (excluding extraordinary
         expenses, stock transfer taxes, interest, brokerage commissions, and
         other transaction charges relating to investing activities). The fee
         for investment management and advisory services is based on the average
         daily net assets of the Funds at the annual rate of:


                                                          Average
                                                           Daily
                                                         Net Assets

         Bond Fund                                          .80%
         Minnesota Tax-Free Income Fund                     .80%
         Tax-Free Income Fund                               .80%

                                                     First              Over
                                                  $50 Million        $50 Million

         U.S. Government Securities Fund             1.00%               .80%
         Money Market Fund                            .80%               .60%


         For the period April 1, 1994 through December 31, 1995 the Adviser has
         voluntarily agreed to limit the flat monthly fee (and, thereby, all
         Fund expenses, except extraordinary expenses, interest, brokerage
         commissions and other transaction charges not payable by the Adviser)
         paid by the Tax-Free Income Fund to an annual rate of .70% of the
         Fund's average daily net assets in excess of $250 million. After
         December 31, 1995, this voluntary fee waiver may be discontinued by the
         Adviser in its sole discretion.

         For the period April 1, 1994 through December 31, 1995 the Adviser has
         voluntarily agreed to limit the flat monthly fee (and, thereby, all
         Fund expenses, except extraordinary expenses, interest, brokerage
         commissions and other transaction charges not payable by the Adviser)
         paid by the U.S. Government Securities Fund and Money Market Fund to an
         annual rate of .80% and .50%, respectively of each Fund's average daily
         net assets. After December 31, 1995, this voluntary fee waiver may be
         discontinued by the Adviser in its sole discretion.


         TRANSACTIONS WITH AFFILIATES

         The investment adviser, affiliates of the investment adviser, directors
         and officers of the Funds as a whole owned the following shares as of
         March 31, 1995

<TABLE>
<CAPTION>

                                                                                  % Shares
                                                            Shares               Outstanding

<S>                                                          <C>                    <C>  
         Bond Fund                                           91,452                 24.53
         Minnesota Tax-Free Income Fund                     262,999                  5.97
         Tax-Free Income Fund                             1,463,805                  5.57
         U.S. Government Securities Fund                    539,775                 14.82
         Money Market Fund                                2,332,799                  7.82
</TABLE>


NOTE 4 - FINANCIAL HIGHLIGHTS

         Per share data for a share of capital stock outstanding during the
         period and selected supplemental and ratio information for each
         period(s), are indicated as follows:

SIT BOND FUND
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                                                                       PERIOD FROM
                                                                                       DECEMBER 1,
                                                                   YEAR ENDED          1993 (1) TO
                                                                    MARCH 31,           MARCH 31,
                                                                      1995                1994

<S>                                                                  <C>                 <C>   
NET ASSET VALUE:
   Beginning of period                                               $9.69               $10.00
OPERATIONS:
   Net investment income                                               .62                  .19
   Net realized and unrealized
    losses on investments                                             (.21)                (.31)
Total from operations                                                  .41                 (.12)
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                                         (.62)                (.19)
NET ASSET VALUE:
   End of period                                                     $9.48                $9.69
Total investment return (2)                                           4.51%               -1.22%
Net assets at end of period (000's omitted)                         $3,533               $3,403

RATIOS:
   Expenses to average net assets                                     0.80%                0.80% (3)
   Net investment income to average net assets                        6.63%                6.24% (3)
Portfolio turnover rate (excluding short-term securities)            41.25%               43.49%

</TABLE>

(1)  Commencement of operations.

(2)  Total investment return is based on the change in net asset value of a 
     share during the period and assumes reinvestment of distributions at net 
     asset value.

(3)  Adjusted to an annual rate.


SIT MINNESOTA TAX-FREE INCOME FUND
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                                                                                  PERIOD FROM
                                                                                                  DECEMBER 1,
                                                                             YEAR ENDED           1993 (1) TO
                                                                              MARCH 31,            MARCH 31,
                                                                                1995                 1994

<S>                                                                             <C>                 <C>   
NET ASSET VALUE:
   Beginning of period                                                          $9.79               $10.00
OPERATIONS:
   Net investment income                                                          .56                  .17
   Net realized and unrealized gains
    (losses) on investments                                                       .17                 (.21)
Total from operations                                                             .73                 (.04)
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                                                    (.56)                (.17)
NET ASSET VALUE:
   End of period                                                                $9.96                $9.79
Total investment return (2)                                                      7.68%               -0.80%
Net assets at end of period (000's omitted)                                   $43,881              $18,105

RATIOS:
   Expenses to average net assets                                                0.80%                0.80% (3)
   Net investment income to average net assets                                   5.72%                5.23% (3)
Portfolio turnover rate (excluding short-term securities)                       34.20%               12.23%

</TABLE>

(1)  Commencement of operations.

(2)  Total  investment  return is based on the  change  in net asset  value of a
     share during the period and assumes  reinvestment of  distributions  at net
     asset value.

(3)  Adjusted to an annual rate.



SIT TAX-FREE INCOME FUND
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                                              NINE MONTHS
                                              YEAR ENDED         ENDED
                                               MARCH 31,        MARCH 31,            YEARS ENDED JUNE 30,
                                                 1995             1994          1993         1992           1991

<S>                                              <C>             <C>            <C>          <C>           <C>  
NET ASSET VALUE:
   Beginning of period                           $9.63           $10.02         $9.74        $9.59         $9.61
OPERATIONS:
   Net investment income                           .56              .43           .60          .69           .74
   Net realized and unrealized gains
    (losses) on investments                        .09             (.30)          .32          .15          (.02)
Total from operations                              .65              .13           .92          .84           .72
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                     (.56)            (.43)         (.60)        (.69)         (.74)
   From realized gains                            (.02)            (.09)         (.04)           ----        ----
Total distributions                               (.58)            (.52)         (.64)        (.69)         (.74)
NET ASSET VALUE:
   End of period                                 $9.70            $9.63        $10.02        $9.74         $9.59
Total investment return (1)                       7.00%            1.19%         9.81%        9.09%         7.76%
Net assets at end of period (000's omitted)   $255,157         $324,691      $338,977     $192,808       $86,997

RATIOS:
   Expenses to average net assets                 0.79% (3)        0.77% (2)     0.80%        0.80%         0.80%
   Net investment income to average net assets    5.84% (3)        5.68% (2)     6.17%        7.02%         7.62%
Portfolio turnover rate
    (excluding short-term securities)            13.13%           47.56%        58.29%       80.27%        74.48%

</TABLE>


(1)  Total investment return is based on the change in net asset value of a 
     share during the period and assumes reinvestment of distributions at net 
     asset value.

(2)  Adjusted to an annual rate. Total Fund expenses are contractually limited
     to .80% of average daily net assets. However, during the period ended March
     31, 1994 the investment adviser voluntarily absorbed $77,029 in expenses
     that were otherwise payable by the Fund. Had the Fund incurred these
     expenses, the ratio of expenses to average daily net assets would have been
     .80% for the period ended March 31, 1994 and the ratio of net investment
     income to average daily net assets would have been 5.65%.

(3)  Total Fund expenses are contractually limited to .80% of average daily net
     assets. However, during the year ended March 31, 1995 the investment
     adviser voluntarily absorbed $24,991 in expenses that were otherwise
     payable by the Fund. Had the Fund incurred these expenses, the ratio of
     expenses to average daily net assets would have been .80% for the year
     ended March 31, 1995 and the ratio of net investment income to average
     daily net assets would have been 5.83%.


SIT U.S. GOVERNMENT SECURITIES FUND
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                                              NINE MONTHS
                                              YEAR ENDED         ENDED
                                               MARCH 31,        MARCH 31,            YEARS ENDED JUNE 30,
                                                 1995             1994         1993         1992           1991

<S>                                             <C>              <C>           <C>          <C>           <C>   
NET ASSET VALUE:
   Beginning of period                          $10.50           $10.73        $10.81       $10.54        $10.31
OPERATIONS:
   Net investment income                           .67              .47           .71          .77           .79
   Net realized and unrealized gains
    (losses) on investments                       (.22)            (.18)          .07          .44           .23
Total from operations                              .45              .29           .78         1.21          1.02
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                     (.67)            (.47)         (.71)        (.77)         (.79)
   From realized gains                            ----             (.05)         (.15)        (.17)          ----
Total Distributions                               (.67)            (.52)         (.86)        (.94)         (.79)
NET ASSET VALUE:
   End of period                                $10.28           $10.50        $10.73       $10.81        $10.54
Total investment return (1)                       4.47%            2.70%         7.50%       11.87%        10.19%
Net assets at end of period (000's omitted)    $37,454          $38,683       $31,538      $35,353       $30,153

RATIOS:
   Expenses to average net assets                 0.80% (3)        0.86% (3)     0.89% (2)    0.80% (2)     0.90%(2)
   Net investment income to average net assets    6.48% (3)        5.79% (3)     6.60% (2)    7.28% (2)     7.60%(2)
Portfolio turnover rate
   (excluding short-term securities)             38.51%           73.87%        76.66%      133.86%       118.27%

</TABLE>

(1)  Total investment return is based on the change in net asset value of a 
     share during the period and assumes reinvestment of distributions at net 
     asset value.

(2)  Prior to January 1, 1993, total Fund expenses were contractually limited to
     1.25% of average daily net assets for the first $30 million of Fund net
     assets and 1.00% of average daily net assets exceeding $30 million of Fund
     net assets. However, during the years ended June 30, 1993, 1992, and 1991,
     the investment adviser voluntarily absorbed an additional $72,628,
     $134,559, and $67,810 of expenses that were otherwise payable by the Fund.
     Had the Fund incurred these expenses, the ratio of expenses to average
     daily net assets would have been 1.11%, 1.21%, and 1.25%, respectively for
     these periods, and the ratio of net investment income to average daily net
     assets would have been 6.38%, 6.87%, and 7.25%, respectively.

(3)  1994 percentages are adjusted to an annual rate. Total Fund expenses are
     contractually limited to 1.00% of average daily net assets for the first
     $50 million in Fund net assets and .80% of average daily net assets for
     Fund net assets exceeding $50 million. However, during the periods ended
     March 31, 1995 and 1994, the investment adviser voluntarily absorbed
     $73,460 and $39,324, respectively, of expenses that were otherwise payable
     by the Fund. Had the Fund incurred these expenses, the ratio of expenses to
     average daily net assets would have been 1.00% for the periods ended March
     31, 1995 and 1994, and the ratio of net investment income to average daily
     net assets would have been 6.28% and 5.65%, respectively.


SIT MONEY MARKET FUND
FINANCIAL HIGHLIGHTS


 As of November 1, 1993, the Fund's name was changed to Sit Money Market Fund,
Inc. from Sit Investment Reserve Fund, Inc. Effective on this date, the Fund's
primary investment policy was amended to comply with Rule 2a-7 of the Investment
Company Act of 1940 governing money market funds. The Fund's investment
objective, however, remains the achievement of maximum current income to the
extent consistent with the preservation of capital and maintenance of liquidity.
Per share amounts prior to November 1, 1993 have been restated to reflect the
9.98 to 1 stock split.


<TABLE>
<CAPTION>

                                              SIT MONEY MARKET FUND              SIT INVESTMENT RESERVE FUND
                                                            Period From    Period From
                                                           November 1,       July 1,
                                             Year Ended      1993 to        1993 to
                                              March 31,      March 31,     October 31,     Years Ended June 30,
                                                1995           1994           1993      1993      1992       1991

<S>                                             <C>            <C>          <C>        <C>        <C>        <C>  
NET ASSET VALUE:
   Beginning of period                          $1.00          $1.00        $1.00      $1.00      $1.00      $1.00
OPERATIONS:
   Net investment income                         0.04           0.01         0.01       0.03       0.05       0.07
Total from operations                            0.04           0.01         0.01       0.03       0.05       0.07
DISTRIBUTIONS TO SHAREHOLDERS:
   From net investment income                   (0.04)         (0.01)       (0.01)     (0.03)     (0.05)     (0.07)
NET ASSET VALUE:
   End of period                                $1.00          $1.00        $1.00      $1.00      $1.00      $1.00
Total investment return (1)                      4.57%          1.14%        0.92%      3.02%      5.03%      7.14%
Net assets at end of period (000's omitted)   $29,822        $17,864      $12,626    $10,869    $16,234     $7,729

RATIOS:
   Expenses to average net assets                0.50% (3)      0.50% (3)    0.72% (3)  0.80% (2)  0.80% (2)  0.86%(2)
   Net investment income to average net assets   4.63% (3)      2.76% (3)    2.67% (3)  2.98% (2)  4.74% (2)  6.87%(2)

</TABLE>

(1)  Total  investment  return is based on the change in net asset  value of a 
     share  during the period  and  assumes  reinvestment  of distributions 
     at net asset value.

(2)  Prior to January 1, 1993, total Fund expenses were contractually limited to
     1.00% of average daily net assets for the first $30 million of Fund net
     assets. Subsequent to January 1, 1993 total Fund expenses are contractually
     limited to .80% of the first $50 million of Fund net assets. However,
     during the years ended June 30, 1993, 1992 and 1991, the investment adviser
     voluntarily absorbed $16,480, $20,635 and $8,824 of expenses that were
     otherwise payable by the Fund. Had the Fund incurred these expenses, the
     ratio of expenses to average daily net assets would have been 0.91% for the
     year ended June 30, 1993 and 1.00% for the years ended June 30, 1992 and
     1991 and the ratio of net investment income to average daily net assets
     would have been 2.87%, 4.54% and 6.73%, respectively.

(3)  1994 and 1993 percentages are adjusted to an annual rate. Total Fund
     expenses are contractually limited to .80% of average daily net assets for
     the first $50 million in Fund net assets and .60% of average daily net
     assets for Fund net assets exceeding $50 million. However, during the
     periods ended March 31, 1995, March 31, 1994, and October 31, 1993, the
     investment adviser voluntarily absorbed $63,828, $17,565, and $3,224,
     respectively, in expenses that were otherwise payable by the Fund. Had the
     Fund incurred these expenses, the ratio of expenses to average daily net
     assets would have been .80% for each of these periods and the ratio of net
     investment income to average daily net assets would have been 4.33%, 2.46%,
     and 2.59%, respectively.


INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
SIT Mutual Funds II, Inc.
SIT U.S. Government Securities Fund, Inc.
SIT Money Market Fund, Inc.:

     We have audited the accompanying statements of assets and liabilities,
including the schedules of portfolios of investments in securities, of SIT Bond
Fund (a series of SIT Mutual Funds II, Inc.), SIT Minnesota Tax-Free Income Fund
(a series of SIT Mutual Funds II, Inc.), SIT Tax-Free Income Fund (a series of
SIT Mutual Funds II, Inc.), SIT U.S. Government Securities Fund, Inc., and SIT
Money Market Fund, Inc. as of March 31, 1995; the related statements of
operations for the year ended March 31, 1995; the statements of changes in net
assets for the year ended March 31, 1995 and for the nine month period ended
March 31, 1994 (period from December 1, 1993, commencement of operations to
March 31, 1994 for SIT Bond Fund and SIT Minnesota Tax-Free Income Fund); and
the financial highlights for the year ended March 31, 1995 and for the nine
month period ended March 31, 1994 (period from December 1, 1993, commencement of
operations to March 31, 1994 for SIT Bond Fund and SIT Minnesota Tax-Free Income
Fund) and each of the years in the three-year period ended June 30, 1993 for SIT
Tax-Free Income Fund, SIT U.S. Government Securities Fund, Inc. and SIT Money
Market Fund, Inc. These financial statements and the financial highlights are
the responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements and the financial highlights based on our
audits.

     We conducted our audits in accordance with generally accepted accounting
standards. Those standards require that we plan and perform our audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Investment securities held in custody are confirmed to us by the
custodian. As to securities purchased and sold but not received or delivered, we
request confirmations from brokers and where replies are not received, we carry
out other appropriate auditing procedures. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements and the financial highlights
referred to above present fairly, in all material respects, the financial
position of SIT Bond Fund, SIT Minnesota Tax-Free Income Fund, SIT Tax-Free
Income Fund, SIT U.S. Government Securities Fund, Inc. and SIT Money Market Fund
as of March 31, 1995 and the results of their operations, the changes in their
net assets, and the financial highlights for the periods stated in the first
paragraph above, in conformity with generally accepted accounting principles.

                                       KPMG Peat Marwick LLP

Minneapolis, Minnesota
May 5, 1995



SIT MUTUAL FUND GROUP
FEDERAL INCOME TAX INFORMATION

     We are required by Federal tax regulations to provide shareholders with
certain information regarding dividend distributions on an annual fiscal year
basis. The figures are for informational purposes only and should not be used
for reporting to federal or state revenue agencies. All necessary tax
information will be mailed in January each year.


<TABLE>
<CAPTION>

                                            LONG-TERM                                                LONG-TERM
                            ORDINARY         CAPITAL                                  ORDINARY        CAPITAL
FUND AND PAYABLE DATE      INCOME (A)       GAIN (B)        FUND AND PAYABLE DATE    INCOME (A)      GAIN (B)

<S>                         <C>              <C>                                      <C>              <C>  
U.S. Government Securities Fund                             Tax-Free Income Fund
April 30, 1994              $0.05111         $----          April 30, 1994            $0.04517        $----
May 31, 1994                 0.05246          ----          May 31, 1994               0.04905         ----
June 30, 1994                0.05441          ----          June 30, 1994              0.04573         ----
July 31, 1994                0.03917          ----          July 31, 1994              0.04435         ----
August 31, 1994              0.05976          ----          August 31, 1994            0.05023         ----
September 30, 1994           0.06144          ----          September 30, 1994         0.04569         ----
October 31, 1994             0.05537          ----          October 31, 1994           0.04744         ----
November 30, 1994            0.05827          ----          November 30, 1994          0.04769         ----
December 31, 1994            0.05894          ----          December 31, 1994          0.05700      0.01078
January 31, 1995             0.06018          ----          January 31, 1995           0.05004         ----
February 28, 1995            0.05978          ----          February 28, 1995          0.04284         ----
March 31, 1995               0.05889          ----          March 31, 1995             0.04607         ----
                            $0.66978 (c)  $0.00000                                    $0.57130 (d) $0.01078

Money Market Fund                                           Minnesota Tax-Free Income Fund
April 30, 1994               0.00247         $----          April 30, 1994            $0.04463        $----
May 31, 1994                 0.00307          ----          May 31, 1994               0.04916         ----
June 30, 1994                0.00317          ----          June 30, 1994              0.04282         ----
July 31, 1994                0.00312          ----          July 31, 1994              0.04224         ----
August 31, 1994              0.00363          ----          August 31, 1994            0.04766         ----
September 30, 1994           0.00352          ----          September 30, 1994         0.04658         ----
October 31, 1994             0.00376          ----          October 31, 1994           0.04978         ----
November 30, 1994            0.00381          ----          November 30, 1994          0.04799         ----
December 31, 1994            0.00437          ----          December 31, 1994          0.04735         ----
January 31, 1995             0.00481          ----          January 31, 1995           0.05094         ----
February 28, 1995            0.00426          ----          February 28, 1995          0.04295         ----
March 31, 1995               0.00473          ----          March 31, 1995             0.04713         ----
                            $0.04472 (c)  $0.00000                                    $0.55923 (e) $0.00000

Bond Fund
April 30, 1994              $0.05125         $----
May 31, 1994                 0.05618          ----
June 30, 1994                0.04927          ----
July 31, 1994                0.04346          ----
August 31, 1994              0.05562          ----
September 30, 1994           0.05322          ----
October 31, 1994             0.04653          ----
November 30, 1994            0.05403          ----
December 31, 1994            0.05161          ----
January 31, 1995             0.05281          ----
February 28, 1995            0.05308          ----
March 31, 1995               0.05509          ----
                            $0.62215 (c)  $0.00000



(a)  Includes distributions of short-term gains, if any, which are taxable as 
     ordinary income.

(b)  Taxable as long-term gain.

(c)  Taxable as dividend income and does not qualify for deduction by 
     corporations.

(d)  Includes $0.01025 of short-term capital gains taxable as ordinary income,
     100% of the remaining $0.56105 were derived from interest on tax-exempt
     securities. This portion of exempt-interest dividends is exempt from
     federal taxes and should not be included in shareholders' gross income.
     Exempt-interest dividends may be subject to state and local taxes. Each
     shareholder should consult a tax adviser about reporting this income for
     state and local tax purposes.

(e)  100% of dividends were derived from interest on tax-exempt securities. This
     portion of exempt-interest dividends is exempt from federal taxes and
     should not be included in shareholders' gross income. Exempt-interest
     dividends may be subject to state and local taxes. Each shareholder should
     consult a tax adviser about reporting this income for state and local tax
     purposes.




Directors:
                Eugene C. Sit, CFA
                Peter L. Mitchelson, CFA
                Michael C. Brilley
                Melvin C. Bahle
                Sidney L. Jones
                Donald W. Phillips
                William E. Frenzel


Officers:


</TABLE>
<TABLE>
<CAPTION>
               <S>                                     <C>
                Eugene C. Sit, CFA                      Chairman
                Peter L. Mitchelson, CFA                Vice Chairman
                Michael C. Brilley                      Senior Vice President
                Mary K. Stern                           President
                Douglas S. Rogers, CFA (1)              Vice President - Investments
                Debra A. Sit, CFA (2)                   Vice President - Investments, Assistant Treasurer
                Paul E. Rasmussen                       Vice President & Treasurer
                Michael P. Eckert                       Vice President
                Michael J. Radmer                       Secretary
                Parnell M. Kingsley                     Assistant Secretary
                Carla J. Rose                           Assistant Secretary

</TABLE>

(1)  Bond, U.S. Government Securities and Money Market Funds only.
(2)  Assistant Treasurer of all Funds, Vice President - Investments of the 
     Tax-Free Income and Minnesota Tax-Free Income Funds only.





ANNUAL REPORT
BOND FUNDS

March 31, 1995



INVESTMENT ADVISER
Sit Investment Associates, Inc.
4600 Norwest Center
Minneapolis, MN 55402
612-334-5888 (Metro Area)
800-332-5580


DISTRIBUTOR
SIA Securities Corp.
4600 Norwest Center
Minneapolis, MN 55402
612-334-5888 (Metro Area)
800-332-5580


CUSTODIAN, TRANSFER AGENT
AND DISBURSING AGENT
Norwest Bank Minnesota, N.A.
733 Marquette Avenue, Fourth Floor
Minneapolis, MN 55479
612-667-9678 (Metro Area)
800-626-4836


AUDITORS
KPMG Peat Marwick LLP
4200 Norwest Center
Minneapolis, MN 55402


LEGAL COUNSEL
Dorsey & Whitney
220 South Sixth Street
Minneapolis, MN 55402




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