August 9, 1995
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: RULE 24F-2 NOTICE FOR: SIT MUTUAL FUNDS, INC.
4600 NORWEST CENTER
MINNEAPOLIS, MN 55402
FILE NO. 33-42101
Gentlemen:
In accordance with the provisions of Rule 24f-2, the SIT Mutual Funds, 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
June 30, 1995. 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.
<TABLE>
<CAPTION>
DEV MARKETS SMALL CAP INTERNATIONAL
NUMBER OF SHARES GROWTH FUND GROWTH FUND GROWTH FUND BALANCED FUND
<S> <C> <C> <C> <C>
# Sold $ 606,755 $ 931,351 $1,195,496 $ 115,099
# Reinvested 1,723 1,696 86,580 4,375
# Gross Shares 608,478 933,047 1,282,076 119,474
# Redeemed (117,597) (42,634) (1,229,768) (33,817)
# Net 490,881 890,413 52,308 85,657
DOLLAR VALUE
$ Sold 6,135,667 10,375,386 18,209,502 1,160,193
$ Reinvested 17,122 17,806 1,271,854 42,696
$ Gross Sales 6,152,789 10,393,182 19,481,356 1,202,889
$ Redeemed (1,223,761) (502,440) (18,523,460) (341,220)
$ Net 4,929,028 9,890,752 957,896 861,669
SEC Filing Fee (divide by 2900)
$ 1,699.66 $ 3,410.60 $ 330.31 $ 297.13
Total fee: $5,737.70
</TABLE>
Any questions regarding this matter should be addressed to Parnell M. Kingsley
at the above address.
_________________________________________
Enc. Parnell M. Kingsley, Assistant Secretary
August 10, 1995
Sit Growth Fund, Inc.
4600 Norwest Center
Minneapolis, Minnesota 55402
RE: Rule 24f-2 Notice (Registration Number 33-42101)
Ladies and Gentlemen:
We have acted as general counsel to Sit Growth Fund, Inc., a Minnesota
corporation (the "Fund"), in connection with the Fund's Registration Statement
on Form N-1A (Registration Number 33-42101). 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 2,943,075 shares of
common stock, $.01 par value per share, issued by the Fund during the fiscal
year ended June 30, 1995, 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,
Dorsey & Whitney P.L.L.P.
MJR
