AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---
(File No. 33-11549)
Post-Effective Amendment No. 21
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
(File No. 811-04995) ---
Post-Effective Amendment No. 22
SIT U.S. GOVERNMENT SECURITIES FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
4600 Norwest Center, Minneapolis, Minnesota 55402
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(612) 332-3223
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Paul Rasmussen, Vice President
Sit Mutual Funds
4600 Norwest Center
Minneapolis, Minnesota 55402
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
Michael J. Radmer, Esq.
Dorsey & Whitney
2200 First Bank Place East
Minneapolis, Minnesota 55402
It is proposed that this filing will become effective (check appropriate box):
___ immediately upon filing pursuant to paragraph (b) of rule 485
XX on August 1, 2000 pursuant to paragraph (b) of rule 485
___ 60 days after filing pursuant to paragraph (a)(1) of rule 485
___ on (specify date) pursuant to paragraph (a)(1) of rule 485
___ 75 days after filing pursuant to paragraph (a)(2) of rule 485
___ on (specify date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company
Act of 1940. A Rule 24f-2 Notice for the Registrant's most recent fiscal year
was filed with the Securities and Exchange Commission on or about May 30, 2000.
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---
(File No. 2-91312)
Post-Effective Amendment No. 25
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
(File No. 811-04033) ---
Post-Effective Amendment No. 26
SIT MUTUAL FUNDS II, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
4600 Norwest Center, Minneapolis, Minnesota 55402
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(612) 332-3223
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Paul Rasmussen, Vice President
Sit Mutual Funds
4600 Norwest Center
Minneapolis, Minnesota 55402
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
Michael J. Radmer, Esq.
Dorsey & Whitney
2200 First Bank Place East
Minneapolis, Minnesota 55402
It is proposed that this filing will become effective (check appropriate box):
___ immediately upon filing pursuant to paragraph (b) of rule 485
XX on August 1, 2000 pursuant to paragraph (b) of rule 485
___ 60 days after filing pursuant to paragraph (a)(1) of rule 485
___ on (specify date) pursuant to paragraph (a)(1) of rule 485
___ 75 days after filing pursuant to paragraph (a)(2) of rule 485
___ on (specify date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company
Act of 1940. A Rule 24f-2 Notice for the Registrant's most recent fiscal year
was filed with the Securities and Exchange Commission on or about May 30, 2000.
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---
(File No. 2-91313)
Post-Effective Amendment No. 22
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
(File No. 811-04032) ---
Post-Effective Amendment No. 23
SIT MONEY MARKET FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
4600 Norwest Center, Minneapolis, Minnesota 55402
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(612) 332-3223
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Paul Rasmussen, Vice President
Sit Mutual Funds
4600 Norwest Center
Minneapolis, Minnesota 55402
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
Michael J. Radmer, Esq.
Dorsey & Whitney
2200 First Bank Place East
Minneapolis, Minnesota 55402
It is proposed that this filing will become effective (check appropriate box):
___ immediately upon filing pursuant to paragraph (b) of rule 485
XX on August 1, 2000 pursuant to paragraph (b) of rule 485
___ 60 days after filing pursuant to paragraph (a)(1) of rule 485
___ on (specify date) pursuant to paragraph (a)(1) of rule 485
___ 75 days after filing pursuant to paragraph (a)(2) of rule 485
___ on (specify date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company
Act of 1940. A Rule 24f-2 Notice for the Registrant's most recent fiscal year
was filed with the Securities and Exchange Commission on or about May 30, 2000.
<PAGE>
PART C
OTHER INFORMATION
Item 23. Exhibits
Explanatory Note: This Registration Statement contains the combined
Part C for Sit U.S. Government Securities Fund, Inc., Sit Mutual Funds
II, Inc., and Sit Money Market Fund, Inc.
(a) Articles of Incorporation
-------------------------
1. Sit U.S. Government Securities Fund, Inc.
-----------------------------------------
(Incorporated by reference to Post-Effective Amendment No. 11
to the Fund's Registration Statement.)
2. Sit Mutual Funds II, Inc.
-------------------------
(Incorporated by reference to Post-Effective Amendment No. 12
to the Fund's Registration Statement.)
3. Sit Money Market Fund, Inc.
---------------------------
(Incorporated by reference to Post-Effective Amendment No. 12
to the Fund's Registration Statement.)
(b) Bylaws
------
1. Sit U.S. Government Securities Fund, Inc.
-----------------------------------------
(Incorporated by reference to the Fund's original
Registration Statement.)
2. Sit Mutual Funds II, Inc.
-------------------------
(Incorporated by reference to the Fund's original
Registration Statement.)
3. Sit Money Market Fund, Inc.
---------------------------
(Incorporated by reference to the Fund's original
Registration Statement.)
(c) Instruments Defining Rights of Security Holders
-----------------------------------------------
Not applicable.
(d) Investment Advisory Contracts
-----------------------------
1. Sit U.S. Government Securities Fund, Inc.
-----------------------------------------
(Incorporated by reference to Post-Effective Amendment No. 10
to the Fund's Registration Statement.)
2. Sit Mutual Funds II, Inc.
-------------------------
(Incorporated by reference to Post-Effective Amendment No. 11
to the Fund's Registration Statement.)
3. Sit Money Market Fund, Inc.
---------------------------
(Incorporated by reference to Post-Effective Amendment No. 11
to the Fund's Registration Statement.)
(e) Underwriting and Distribution Agreement
---------------------------------------
1. Sit U.S. Government Securities Fund, Inc.
-----------------------------------------
(Incorporated by reference to Post-Effective Amendment No. 12
to the Fund's Registration Statement.)
2. Sit Mutual Funds II, Inc.
-------------------------
(Incorporated by reference to Post-Effective Amendment No. 16
to the Fund's Registration Statement.)
3. Sit Money Market Fund, Inc.
---------------------------
(Incorporated by reference to Post-Effective Amendment No. 13
to the Fund's Registration Statement.)
<PAGE>
(f) Bonus or Profit Sharing Contracts
---------------------------------
Not applicable.
(g) Custodian Agreement
-------------------
1. Sit U.S. Government Securities Fund, Inc.
----------------------------------------
(Incorporated by reference to Post-Effective Amendment No. 20
to the Fund's Registration Statement.)
2. Sit Mutual Funds II, Inc.
------------------------
(Incorporated by reference to Post-Effective Amendment No. 24
to the Fund'sRegistration Statement.)
3. Sit Money Market Fund, Inc.
--------------------------
(Incorporated by reference to Post-Effective Amendment No. 21
to the Fund's Registration Statement.)
(h.1) Transfer Agency and Services Agreement
--------------------------------------
1. Sit U.S. Government Securities Fund, Inc.
----------------------------------------
(Incorporated by reference to Post-Effective Amendment No. 15
to the Fund's Registration Statement.)
2. Sit Mutual Funds II, Inc.
-------------------------
(Incorporated by reference to Post-Effective Amendment No. 19
to the Fund's Registration Statement.)
3. Sit Money Market Fund, Inc.
---------------------------
(Incorporated by reference to Post-Effective Amendment No. 17
to the Fund's Registration Statement.)
(h.2) Accounting Services Agreement
-----------------------------
1. Sit U.S. Government Securities Fund, Inc.
-----------------------------------------
(Amendment to Agreement incorporated by reference to
Post-Effective Amendment No. 20 to the Fund's Registration
Statement.)
2. Sit Mutual Funds II, Inc.
-------------------------
(Amendment to Agreement incorporated by reference to
Post-Effective Amendment No. 24 to the Fund's Registration
Statement.)
3. Sit Money Market Fund, Inc.
---------------------------
(Amendment to Agreement incorporated by reference to
Post-Effective Amendment No. 21 to the Fund's Registration
Statement.)
(i) Opinions and Consents of Dorsey & Whitney
-----------------------------------------
1. Sit U.S. Government Securities Fund, Inc.
-----------------------------------------
(Incorporated by reference to Post-Effective Amendment No. 8
to the Fund's Registration Statement.)
2. Sit Mutual Funds II, Inc.
-------------------------
(Incorporated by reference to Post-Effective Amendment No. 9
to the Fund's Registration Statement.)
3. Sit Money Market Fund, Inc.
---------------------------
(Incorporated by reference to Post-Effective Amendment No. 9
to the Fund's Registration Statement.)
(j) Consent of KPMG LLP
1. Sit U.S. Government Securities Fund, Inc.
-----------------------------------------
(Filed herewith.)
2. Sit Mutual Funds II, Inc.
-------------------------
(Filed herewith.)
3. Sit Money Market Fund, Inc.
---------------------------
(Filed herewith.)
(k) Omitted Financial Statements
----------------------------
Not applicable.
C-2
<PAGE>
(l) Initial Capital Agreements
--------------------------
Not applicable.
(m) Rule 12b-1 Plan
---------------
Not applicable.
(n) Rule 18f-3 Plan
---------------
Not applicable.
(o) Reserved.
---------
(p) Codes of Ethics
---------------
1. Sit U.S. Government Securities Fund, Inc.
---------------------------------------------
(Incorporated by reference to Post-Effective Amendment No. 20
to the Fund's Registration Statement.)
2. Sit Mutual Funds II, Inc.
--------------------------
(Incorporated by reference to Post-Effective Amendment No. 24
to the Fund's Registration Statement.)
3. Sit Money Market Fund, Inc.
---------------------------
(Incorporated by reference to Post-Effective Amendment No. 21
to the Fund's Registration Statement.)
Item 24. Persons Controlled by or Under Common Control with Registrant
-------- -------------------------------------------------------------
See the section of the Prospectus entitled "Investment Adviser"
and the section of the Statement of Additional Information entitled "Investment
Adviser."
Item 25. Indemnification
-------- ---------------
Each Registrant's Articles of Incorporation and Bylaws provide that the
Registrant shall indemnify such persons, for such expenses and liabilities, in
such manner, under such circumstances, and to such extent as permitted by
Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended;
provided, however, that no such indemnification may be made if it would be in
violation of Section 17(h) of the Investment Company Act of 1940, as now enacted
or hereinafter amended, and any rules, regulations or releases promulgated
thereunder.
Each Registrant may indemnify its officers and directors and other
"persons" acting in an "official capacity" (as such terms are defined in Section
302A.521) pursuant to a determination by the board of directors or shareholders
of the Registrant as set forth in Section 302A.521, by special legal counsel
selected by the board or a committee thereof for the purpose of making such a
determination, or by a Minnesota court upon application of the person seeking
indemnification. If a director is seeking indemnification for conduct in the
capacity of director or officer of a Registrant, then such director generally
may not be counted for the purpose of determining either the presence of a
quorum or such director's eligibility to be indemnified.
In any case, indemnification is proper only if the eligibility determining
body decides that the person seeking indemnification:
(a) has not received indemnification for the same conduct from any other
party or organization;
(b) acted in good faith;
(c) received no improper personal benefit;
(d) in the case of criminal proceedings, had no reasonable cause to believe
the conduct was unlawful;
(e) reasonably believed that the conduct was in the best interest of a
Registrant, or in certain contexts, was not opposed to the best
interest of a Registrant; and
C-3
<PAGE>
(f) had not otherwise engaged in conduct which precludes indemnification
under either Minnesota or Federal law (including, but not limited to,
conduct constituting willful misfeasance, bad faith, gross
negligence, or reckless disregard of duties as set forth in Section
17(h) and (i) of the Investment Company Act of 1940).
If a person is made or threatened to be made a party to a proceeding, the
person is entitled, upon written request to a Registrant, to payment or
reimbursement by a Registrant of reasonable expenses, including attorneys' fees
and disbursements, incurred by the person in advance of the final disposition of
the proceeding, (a) upon receipt by a Registrant of a written affirmation by the
person of a good faith belief that the criteria for indemnification set forth in
Section 302A.521 have been satisfied and a written undertaking by the person to
repay all amounts so paid or reimbursed by the Registrant, if it is ultimately
determined that the criteria for indemnification have not been satisfied, and
(b) after a determination that the facts then known to those making the
determination would not preclude indemnification under Section 302A.521. The
written undertaking required by clause (a) is an unlimited general obligation of
the person making it, but need not be secured and shall be accepted without
reference to financial ability to make the repayment.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of a
Registrant pursuant to the foregoing provisions, or otherwise, each Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a Registrant of expenses incurred or
paid by a director, officer or controlling person of such Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless, in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Each Registrant undertakes to comply with the indemnification requirements
of Investment Company Release 7221 (June 9, 1972) and Investment Company Release
11330 (September 2, 1980).
Item 26. Business and other Connections of Investment Adviser
-------- ----------------------------------------------------
Sit Investment Associates, Inc. (the "Adviser"), serves as the investment
adviser of each of the Sit Mutual Funds in addition to serving as the investment
adviser to the Sit Mutual Funds and to various other public and private
accounts.
Below is a list of the officers and directors of the Adviser and their
business/employment during the past two years:
Business and Employment During Past Two Years;
Name Principal Business Address
---- ----------------------------------------------------
Eugene C. Sit Chairman, CIO and Treasurer of the Adviser; Chairman
and CEO of the Sit/Kim International Investment
Associates, Inc. ("Sit/Kim"); Chairman of the Board
of Directors of all Sit Mutual Funds.
Peter L. Mitchelson President and Director of the Adviser; Director and
Executive Vice President of Sit/Kim; Senior
Portfolio Manager of the Sit Large Cap Growth Fund;
Vice Chairman & Director of all Sit Mutual Funds.
Frederick Adler Director of the Adviser; Of Counsel,
Fulbright & Jaworski
666 5th Avenue
New York, NY 10103
C-4
<PAGE>
Norman Bud Grossman Director of the Adviser; President, Cogel Management
4670 Norwest Center
Minneapolis, MN 55402
William Frenzel Advisory Director of the Adviser; Director of the
Sit Mutual Funds; Director of Sit/Kim; Senior
Visiting Scholar at the Brookings Institution
Roger J. Sit Executive Vice President - Research & Investment
Management of the Adviser; Assistant to the Sit/Kim
International Chief Investment Officer for
Investment Policy and Portfolio Management; Vice
President and Senior Equity Research Analyst for
Goldman Sachs & Company until December, 1997
Michael C. Brilley Senior Vice President and Senior Fixed Income
Officer of the Adviser; Director and Senior Vice
President of Sit U.S. Government Securities Fund
Inc., Sit Money Market Fund, Inc., Sit Mutual Funds
II, Inc. and Sit Balanced Fund
Debra A. Sit Vice President - Bond Investments of the Adviser;
Assistant Treasurer of all Sit Mutual Funds;
Assistant Treasurer of Sit/Kim; Vice President -
Investments of Sit U.S. Government Securities Fund,
Inc., Sit Money Market Fund, Inc., and Sit Mutual
Funds II, Inc.
Ronald D. Sit Vice President - Research & Investment Management of
the Adviser
Erik S. Anderson Vice President - Research & Investment Management of
the Adviser
John T. Groton, Jr. Vice President - Research & Investment Management of
the Adviser
Kent L. Johnson Vice President - Research & Investment Management of
the Adviser
Robert W. Sit Vice President - Equity Research Analyst of the
Adviser
Paul E. Rasmussen Vice President, Secretary and Controller and Chief
Compliance Officer of the Adviser and Sit/Kim; Vice
President and Treasurer of all Sit Mutual Funds
Carla J. Rose Vice President - Administration & Deputy Controller
of the Adviser
Debra K. Beaudet Vice President - Staff Operations of the Adviser
David A. Brown Vice President - Client Relations Marketing of the
Adviser
Item 27. Principal Underwriters
-------- ----------------------
The Distributor for each Registrant is SIA Securities Corp., 4600 Norwest
Center, Minneapolis, MN 55402, an affiliate of the Adviser, which
distributes only shares of each Registrant.
Below is a list of the officers and directors of the Distributor and their
business/employment during the past two years:
C-5
<PAGE>
Business and Employment During Past Two Years;
Name Principal Business Address
---- ----------------------------------------------------
Eugene C. Sit Chairman, CIO and Treasurer of the Adviser; Chairman
and CEO of Sit/Kim; Chairman of the Board of
Directors of all Sit Mutual Funds.
Peter L. Mitchelson President and Director of the Adviser; Director and
Executive Vice President of Sit/Kim; Senior
Portfolio Manager of the Sit Large Cap Growth Fund;
Vice Chairman & Director of all Sit Mutual Funds.
Paul E. Rasmussen Vice President, Secretary, Controller and Chief
Compliance Officer for the Adviser; Vice President &
Treasurer of all Sit Mutual Funds
Item 28. Location of Accounts and Records
-------- --------------------------------
The Custodian for each Registrant is The Northern Trust Company, 50 South
LaSalle Street, Chicago, IL 60675. The Transfer Agent for each Registrant is
PFPC Inc., 4400 Computer Drive, Westboro, MA 01581. Other books and records are
maintained by the Adviser, which is located at 4600 Norwest Center, Minneapolis,
MN 55402.
Item 29. Management Services
-------- -------------------
Not applicable
Item 30. Undertakings
-------- ------------
Not applicable.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Minneapolis, State of Minnesota, on the 12th day
of July 2000.
SIT U.S. GOVERNMENT SECURITIES FUND, INC.
(Registrant)
By /s/ Eugene C. Sit
---------------------------
Eugene C. Sit, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature and Title
-------------------
/s/ Eugene C. Sit Dated: July 12, 2000
-------------------------------------------
Eugene C. Sit Chairman
(Principal Executive Officer and Director)
/s/ Paul E. Rasmussen Dated: July 12, 2000
-------------------------------------------
Paul E. Rasmussen, Treasurer
(Principal Financial Officer and Accounting Officer)
John E. Hulse, Director*
Sidney L. Jones, Director*
Peter L. Mitchelson, Director*
Donald W. Phillips, Director*
*By /s/ Eugene C. Sit Dated: July 12, 2000
-------------------------------------------
Eugene C. Sit, Attorney-in-fact
(Pursuant to Powers of Attorney filed
previously with the Commission.)
C-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Minneapolis, State of Minnesota, on the 12th day
of May 2000.
SIT MUTUAL FUNDS II, INC.
(Registrant)
By /s/ Eugene C. Sit
---------------------------
Eugene C. Sit, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature and Title
-------------------
/s/ Eugene C. Sit Dated: July 12, 2000
-------------------------------------------
Eugene C. Sit Chairman
(Principal Executive Officer and Director)
/s/ Paul E. Rasmussen Dated: July 12, 2000
-------------------------------------------
Paul E. Rasmussen, Treasurer
(Principal Financial Officer and Accounting Officer)
John E. Hulse, Director*
Sidney L. Jones, Director*
Peter L. Mitchelson, Director*
Donald W. Phillips, Director*
*By /s/ Eugene C. Sit Dated: July 12, 2000
-------------------------------------------
Eugene C. Sit, Attorney-in-fact
(Pursuant to Powers of Attorney filed
previously with the Commission.)
C-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Minneapolis, State of Minnesota, on the 12th day
of May 2000.
SIT MONEY MARKET FUND, INC.
(Registrant)
By /s/ Eugene C. Sit
---------------------------
Eugene C. Sit, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature and Title
-------------------
/s/ Eugene C. Sit Dated: July 12, 2000
-------------------------------------------
Eugene C. Sit Chairman
(Principal Executive Officer and Director)
/s/ Paul E. Rasmussen Dated: July 12, 2000
-------------------------------------------
Paul E. Rasmussen, Treasurer
(Principal Financial Officer and Accounting Officer)
John E. Hulse, Director*
Sidney L. Jones, Director*
Peter L. Mitchelson, Director*
Donald W. Phillips, Director*
*By /s/ Eugene C. Sit Dated: July 12, 2000
-------------------------------------------
Eugene C. Sit, Attorney-in-fact
(Pursuant to Powers of Attorney filed
previously with the Commission.)
C-9
<PAGE>
REGISTRATION STATEMENT ON FORM N-1A
EXHIBIT INDEX
EXHIBIT NO. NAME OF EXHIBIT PAGE NO.
----------- --------------- --------
(j) Consent of KPMG LLP C-11
Sit U.S. Government Securities Fund, Inc.
Sit Mutual Funds II, Inc.
Sit Money Market Fund, Inc.
C-10
