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 MONEY MARKET FUND, INC.
4600 NORWEST CENTER, MINNEAPOLIS, MN 55402
FILE NO. 2-91313
Gentlemen:
In accordance with the provisions of Rule 24f-2, the SIT Money Market Fund, Inc.
hereby files its Rule 24f-2 Notice. Enclosed are five copies, one of which is
manually signed. This Rule 24f-2 Notice is being filed for the fiscal year ended
March 31, 1997.
249,211,491 shares of the capital stock of the Fund were sold during the fiscal
year in reliance of an indefinite amount of securities registered pursuant to
Rule 24f-2. No securities of the Fund have been registered except pursuant to
Rule 24f-2.
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion of
counsel indicating that the securities, the registration of which the Notice
makes definite in number, were legally issued, fully paid and nonassessable.
<TABLE>
<CAPTION>
<S> <C>
Aggregate Sale Price for 249,211,491 Shares sold During Fiscal Year ............... $249,211,491.00
Reduced by Aggregate Redemption Price of 237,803,699 Shares Redeemed
During the Fiscal Year......................................................... (237,803,699.00)
----------------
Equals ........................................................................... $11,407,792.00
The filing fee due is .0003448 X $ 11,407,792.00 which is equal to ................ $ 3,933.41
</TABLE>
Any questions regarding this matter should be addressed to Paul E. Rassmussen at
the above address.
____________________________________
Paul E. Rasmussen, Vice President
Enc.
May 27, 1997
SIT Money Market Fund, Inc.
4600 Norwest Center
Minneapolis, Minnesota 55402
RE: Rule 24f-2 Notice (Registration Number 2-91313)
Ladies and Gentlemen:
We have acted as general counsel to SIT Money Market Fund, Inc., a Minnesota
corporation (the "Fund"), in connection with the Fund's Registration Statement
on Form N-1A (Registration Number 2-91313). 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 249,211,491 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.
