May 28, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: RULE 24f-2 NOTICE FOR: SIT MUTUAL FUNDS II, INC.
4600 NORWEST CENTER
MINNEAPOLIS, MN 55402
FILE NO. 2-91312
Gentlemen:
In accordance with the provisions of Rule 24f-2, the SIT Mutual Funds II, Inc.
hereby files its Rule 24f-2 Notice. Enclosed are five copies, one of which is
manually signed. This Rule 24f-2 Notice is being filed for all series for the
fiscal year ended March 31, 1997. All shares were sold in reliance of an
indefinite amount of securities registered pursuant to Rule 24f-2. No securities
of the Issuer have been registered except pursuant to Rule 24f-2.
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion of
counsel indicating that the securities, the registration of which the Notice
makes definite in number, were legally issued, fully paid and nonassessable.
MN
Tax-Free Tax-Free Bond
NUMBER OF SHARES Income Fund Income Fund Fund
- ---------------- ----------- ----------- --------
# Sold 15,592,536 5,256,072 198,683
# Reinvested 1,256,626 314,798 33,549
--------- ------- ------
# Gross Sales 16,849,162 5,570,870 232,232
# Redeemed (10,828,540) (2,547,449) (97,629)
------------ ----------- --------
# Net 6,020,622 3,023,421 134,603
DOLLAR VALUE
$ Sold $155,421,758 $53,475,364 $1,935,754
$ Reinvested 12,524,280 3,198,228 327,137
---------- --------- -------
$ Gross Sales 167,946,038 56,673,592 2,262,891
$ Redeemed (107,554,950) (25,849,251) (951,712)
------------- ------------ ---------
$ Net $ 60,391,088 $ 30,824,341 $1,311,179
SEC Filing Fee (.0003448) $ 20,822.85 $10,628.23 $452.09
Any questions regarding this matter should be addressed to Paul E. Rasmussen at
the above address.
____________________________________
Paul E. Rasmussen, Vice President
Enc.
May 27, 1996
SIT Mutual Funds II, Inc.
4600 Norwest Center
Minneapolis, Minnesota 55402
RE: Rule 24f-2 Notice (Registration Number 2-91312)
Ladies and Gentlemen:
We have acted as general counsel to SIT Mutual Funds II, Inc., a Minnesota
corporation (the "Fund"), in connection with the Fund's Registration Statement
on Form N-1A (Registration Number 2-91312). This opinion is addressed to you in
connection with a filing by the Fund of a notice (the "Notice") pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. In that connection,
we have examined such documents and have reviewed such questions of law as we
have considered necessary and appropriate for the purposes of this opinion.
Based thereon, we advise you that, in our opinion, the 22,652,264 shares of
common stock, $.001 par value per share, issued by the Fund during the fiscal
year ended March 31, 1997, as set forth in the Notice, were legally issued, have
been fully paid, and are nonassessable, if issued and sold upon the terms and in
the manner set forth in the Registration Statement of the Fund referred to
above.
Very truly yours,
/s/ Dorsey & Whitney L.L.P.
Dorsey & Whitney L.L.P.
