UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act number 811-04033 --------------------------------------- Sit Mutual Funds II, Inc. ------------------------- (Exact name of registrant as specified in charter) 3300 IDS Center, 80 S. 8th Street, Minneapolis, MN 55402 -------------------------------------------------------- (Address of principal executive offices) (Zip code) Kelly K . Boston, Esq. --------------------- 3300 IDS Center, 80 S. 8th Street, Minneapolis, MN 55402 -------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 612-332-3223 ------------- Date of fiscal year end: March 31, 2022 --------------- Date of reporting period: July 1, 2021 - June 30, 2022 ----------------------------- ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-04033 Reporting Period: 07/01/2021 - 06/30/2022 Sit Mutual Funds II, Inc. ================ Sit Minnesota Tax-Free Income Fund (Series B) ================= DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC. Ticker: VMM Security ID: 24610V103 Meeting Date: NOV 09, 2021 Meeting Type: Annual Record Date: AUG 12, 2021 # Proposal Mgt Rec Vote Cast Sponsor 2 Approve Reorganization of Funds For Did Not Vote Management between Delaware Investments Minnesota Municipal Income Fund II, Inc. and Delaware Investments National Municipal Income Fund 4.1 Elect Director Thomas L. Bennett For Did Not Vote Management 4.2 Elect Director Jerome D. Abernathy For Did Not Vote Management 4.3 Elect Director H. Jeffrey Dobbs For Did Not Vote Management 4.4 Elect Director John A. Fry For Did Not Vote Management 4.5 Elect Director Joseph Harroz, Jr. For Did Not Vote Management 4.6 Elect Director Sandra A.J. Lawrence For Did Not Vote Management 4.7 Elect Director Shawn K. Lytle For Did Not Vote Management 4.8 Elect Director Frances A. For Did Not Vote Management Sevilla-Sacasa 4.9 Elect Director Thomas K. Whitford For Did Not Vote Management 4.10 Elect Director Christianna Wood For Did Not Vote Management 4.11 Elect Director Janet L. Yeomans For Did Not Vote Management -------------------------------------------------------------------------------- NUVEEN MINNESOTA QUALITY MUNICIPAL INCOME FUND Ticker: NMS Security ID: 670734102 Meeting Date: APR 08, 2022 Meeting Type: Annual Record Date: JAN 18, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a.1 Elect Director Judith M. Stockdale For Did Not Vote Management 1a.2 Elect Director Carole E. Stone For Did Not Vote Management 1a.3 Elect Director Margaret L. Wolff For Did Not Vote Management ====================== Sit Quality Income Fund (Series E) ====================== There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ===================== Sit Tax-Free Income Fund (Series A) ====================== BLACKROCK LONG-TERM MUNICIPAL ADVANTAGE TRUST Ticker: BTA Security ID: 09250B103 Meeting Date: JUL 29, 2021 Meeting Type: Annual Record Date: JUN 01, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Phillip Holloman For Did Not Vote Management 1.2 Elect Director Catherine A. Lynch For Did Not Vote Management 1.3 Elect Director Karen P. Robards For Did Not Vote Management -------------------------------------------------------------------------------- BLACKROCK MUNIHOLDINGS FUND, INC. Ticker: MHD Security ID: 09253N104 Meeting Date: JUL 29, 2021 Meeting Type: Annual Record Date: JUN 01, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Castellano For Did Not Vote Management 1.2 Elect Director Richard E. Cavanagh For Did Not Vote Management 1.3 Elect Director Cynthia L. Egan For Did Not Vote Management 1.4 Elect Director Robert Fairbairn For Did Not Vote Management 1.5 Elect Director Stayce Harris For Did Not Vote Management 1.6 Elect Director J. Phillip Holloman For Did Not Vote Management 1.7 Elect Director R. Glenn Hubbard For Did Not Vote Management 1.8 Elect Director Catherine A. Lynch For Did Not Vote Management 1.9 Elect Director John M. Perlowski For Did Not Vote Management 1.10 Elect Director Karen P. Robards For Did Not Vote Management -------------------------------------------------------------------------------- BLACKROCK MUNIHOLDINGS INVESTMENT QUALITY FUND Ticker: MFL Security ID: 09254P108 Meeting Date: JUL 29, 2021 Meeting Type: Annual Record Date: JUN 01, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Castellano For Did Not Vote Management 1.2 Elect Director Richard E. Cavanagh For Did Not Vote Management 1.3 Elect Director Cynthia L. Egan For Did Not Vote Management 1.4 Elect Director Robert Fairbairn For Did Not Vote Management 1.5 Elect Director Stayce Harris For Did Not Vote Management 1.6 Elect Director J. Phillip Holloman For Did Not Vote Management 1.7 Elect Director R. Glenn Hubbard For Did Not Vote Management 1.8 Elect Director Catherine A. Lynch For Did Not Vote Management 1.9 Elect Director John M. Perlowski For Did Not Vote Management 1.10 Elect Director Karen P. Robards For Did Not Vote Management -------------------------------------------------------------------------------- BLACKROCK MUNIHOLDINGS INVESTMENT QUALITY FUND Ticker: MFL Security ID: 09254P108 Meeting Date: MAR 04, 2022 Meeting Type: Special Record Date: DEC 07, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1A Approve Reorganization of Funds For Did Not Vote Management between BlackRock MuniHoldings Investment Quality Fund and BlackRock Municipal Income Fund, Inc. -------------------------------------------------------------------------------- BLACKROCK MUNIHOLDINGS QUALITY FUND II, INC. Ticker: MUE Security ID: 09254C107 Meeting Date: JUL 29, 2021 Meeting Type: Annual Record Date: JUN 01, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Castellano For Did Not Vote Management 1.2 Elect Director Richard E. Cavanagh For Did Not Vote Management 1.3 Elect Director Cynthia L. Egan For Did Not Vote Management 1.4 Elect Director Robert Fairbairn For Did Not Vote Management 1.5 Elect Director Stayce Harris For Did Not Vote Management 1.6 Elect Director J. Phillip Holloman For Did Not Vote Management 1.7 Elect Director R. Glenn Hubbard For Did Not Vote Management 1.8 Elect Director Catherine A. Lynch For Did Not Vote Management 1.9 Elect Director John M. Perlowski For Did Not Vote Management 1.10 Elect Director Karen P. Robards For Did Not Vote Management -------------------------------------------------------------------------------- BLACKROCK MUNIYIELD MICHIGAN QUALITY FUND, INC. Ticker: MIY Security ID: 09254V105 Meeting Date: JUL 29, 2021 Meeting Type: Annual Record Date: JUN 01, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Castellano For Did Not Vote Management 1.2 Elect Director Richard E. Cavanagh For Did Not Vote Management 1.3 Elect Director Cynthia L. Egan For Did Not Vote Management 1.4 Elect Director Robert Fairbairn For Did Not Vote Management 1.5 Elect Director Stayce Harris For Did Not Vote Management 1.6 Elect Director J. Phillip Holloman For Did Not Vote Management 1.7 Elect Director R. Glenn Hubbard For Did Not Vote Management 1.8 Elect Director Catherine A. Lynch For Did Not Vote Management 1.9 Elect Director John M. Perlowski For Did Not Vote Management 1.10 Elect Director Karen P. Robards For Did Not Vote Management -------------------------------------------------------------------------------- BLACKROCK MUNIYIELD QUALITY FUND III, INC. Ticker: MYI Security ID: 09254E103 Meeting Date: JUL 29, 2021 Meeting Type: Annual Record Date: JUN 01, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Castellano For Did Not Vote Management 1.2 Elect Director Richard E. Cavanagh For Did Not Vote Management 1.3 Elect Director Cynthia L. Egan For Did Not Vote Management 1.4 Elect Director Robert Fairbairn For Did Not Vote Management 1.5 Elect Director Stayce Harris For Did Not Vote Management 1.6 Elect Director J. Phillip Holloman For Did Not Vote Management 1.7 Elect Director R. Glenn Hubbard For Did Not Vote Management 1.8 Elect Director Catherine A. Lynch For Did Not Vote Management 1.9 Elect Director John M. Perlowski For Did Not Vote Management 1.10 Elect Director Karen P. Robards For Did Not Vote Management -------------------------------------------------------------------------------- BLACKROCK MUNIYIELD QUALITY FUND, INC. Ticker: MQY Security ID: 09254F100 Meeting Date: JUL 29, 2021 Meeting Type: Annual Record Date: JUN 01, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Castellano For Did Not Vote Management 1.2 Elect Director Richard E. Cavanagh For Did Not Vote Management 1.3 Elect Director Cynthia L. Egan For Did Not Vote Management 1.4 Elect Director Robert Fairbairn For Did Not Vote Management 1.5 Elect Director Stayce Harris For Did Not Vote Management 1.6 Elect Director J. Phillip Holloman For Did Not Vote Management 1.7 Elect Director R. Glenn Hubbard For Did Not Vote Management 1.8 Elect Director Catherine A. Lynch For Did Not Vote Management 1.9 Elect Director John M. Perlowski For Did Not Vote Management 1.10 Elect Director Karen P. Robards For Did Not Vote Management -------------------------------------------------------------------------------- BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC. Ticker: DSM Security ID: 09662E109 Meeting Date: JUN 16, 2022 Meeting Type: Annual Record Date: APR 13, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan H. Howard For For Management -------------------------------------------------------------------------------- DWS MUNICIPAL INCOME TRUST Ticker: KTF Security ID: 233368109 Meeting Date: SEP 24, 2021 Meeting Type: Annual Record Date: AUG 06, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard J. Herring For For Management 1.2 Elect Director William N. Searcy, Jr. For For Management -------------------------------------------------------------------------------- DWS STRATEGIC MUNICIPAL INCOME TRUST Ticker: KSM Security ID: 23342Q101 Meeting Date: SEP 24, 2021 Meeting Type: Annual Record Date: AUG 06, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard J. Herring For For Management 1.2 Elect Director William N. Searcy, Jr. For For Management -------------------------------------------------------------------------------- EATON VANCE MUNICIPAL BOND FUND Ticker: EIM Security ID: 27827X101 Meeting Date: JUL 15, 2021 Meeting Type: Annual Record Date: MAY 04, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a.1 Elect Director Mark R. Fetting For Withhold Management 1a.2 Elect Director Valerie A. Mosley For Withhold Management 1a.3 Elect Director William H. Park For Withhold Management 1a.4 Elect Director Keith Quinton For Withhold Management -------------------------------------------------------------------------------- INVESCO ADVANTAGE MUNICIPAL INCOME TRUST II Ticker: VKI Security ID: 46132E103 Meeting Date: AUG 06, 2021 Meeting Type: Annual Record Date: MAY 10, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack M. Fields For For Management 1.2 Elect Director Martin L. Flanagan For For Management 1.3 Elect Director Elizabeth Krentzman For For Management 1.4 Elect Director Robert C. Troccoli For For Management 1.5 Elect Director James D. Vaughn For For Management -------------------------------------------------------------------------------- INVESCO MUNICIPAL OPPORTUNITY TRUST Ticker: VMO Security ID: 46132C107 Meeting Date: AUG 06, 2021 Meeting Type: Annual Record Date: MAY 10, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack M. Fields For For Management 1.2 Elect Director Martin L. Flanagan For For Management 1.3 Elect Director Elizabeth Krentzman For For Management 1.4 Elect Director Robert C. Troccoli For For Management 1.5 Elect Director James D. Vaughn For For Management -------------------------------------------------------------------------------- INVESCO MUNICIPAL TRUST Ticker: VKQ Security ID: 46131J103 Meeting Date: AUG 06, 2021 Meeting Type: Annual Record Date: MAY 10, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack M. Fields For For Management 1.2 Elect Director Martin L. Flanagan For For Management 1.3 Elect Director Elizabeth Krentzman For For Management 1.4 Elect Director Robert C. Troccoli For For Management 1.5 Elect Director James D. Vaughn For For Management -------------------------------------------------------------------------------- INVESCO QUALITY MUNICIPAL INCOME TRUST Ticker: IQI Security ID: 46133G107 Meeting Date: AUG 06, 2021 Meeting Type: Annual Record Date: MAY 10, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack M. Fields For For Management 1.2 Elect Director Martin L. Flanagan For For Management 1.3 Elect Director Elizabeth Krentzman For For Management 1.4 Elect Director Robert C. Troccoli For For Management 1.5 Elect Director James D. Vaughn For For Management -------------------------------------------------------------------------------- INVESCO TRUST FOR INVESTMENT GRADE MUNICIPALS Ticker: VGM Security ID: 46131M106 Meeting Date: AUG 06, 2021 Meeting Type: Annual Record Date: MAY 10, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack M. Fields For For Management 1.2 Elect Director Martin L. Flanagan For For Management 1.3 Elect Director Elizabeth Krentzman For For Management 1.4 Elect Director Robert C. Troccoli For For Management 1.5 Elect Director James D. Vaughn For For Management -------------------------------------------------------------------------------- INVESCO VALUE MUNICIPAL INCOME TRUST Ticker: IIM Security ID: 46132P108 Meeting Date: AUG 06, 2021 Meeting Type: Annual Record Date: MAY 10, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jack M. Fields For For Management 1.2 Elect Director Martin L. Flanagan For For Management 1.3 Elect Director Elizabeth Krentzman For For Management 1.4 Elect Director Robert C. Troccoli For For Management 1.5 Elect Director James D. Vaughn For For Management -------------------------------------------------------------------------------- NUVEEN AMT-FREE MUNICIPAL CREDIT INCOME FUND Ticker: NVG Security ID: 67071L106 Meeting Date: AUG 04, 2021 Meeting Type: Annual Record Date: JUN 07, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1c.1 Elect Director Jack B. Evans For Did Not Vote Management 1c.2 Elect Director Joanne T. Medero For Did Not Vote Management 1c.3 Elect Director Matthew Thornton, III For Did Not Vote Management -------------------------------------------------------------------------------- NUVEEN AMT-FREE QUALITY MUNICIPAL INCOME FUND Ticker: NEA Security ID: 670657105 Meeting Date: AUG 04, 2021 Meeting Type: Annual Record Date: JUN 07, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1c.1 Elect Director Jack B. Evans For Did Not Vote Management 1c.2 Elect Director Joanne T. Medero For Did Not Vote Management 1c.3 Elect Director Matthew Thornton, III For Did Not Vote Management -------------------------------------------------------------------------------- NUVEEN PENNSYLVANIA QUALITY MUNICIPAL INCOME FUND Ticker: NQP Security ID: 670972108 Meeting Date: NOV 17, 2021 Meeting Type: Annual Record Date: SEP 20, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a.1 Elect Director Jack B. Evans For Did Not Vote Management 1a.2 Elect Director Joanne T. Medero For Did Not Vote Management 1a.3 Elect Director Matthew Thornton, III For Did Not Vote Management -------------------------------------------------------------------------------- NUVEEN QUALITY MUNICIPAL INCOME FUND Ticker: NAD Security ID: 67066V101 Meeting Date: AUG 04, 2021 Meeting Type: Annual Record Date: JUN 07, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1c.1 Elect Director Jack B. Evans For Did Not Vote Management 1c.2 Elect Director Joanne T. Medero For Did Not Vote Management 1c.3 Elect Director Matthew Thornton, III For Did Not Vote Management ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Sit Mutual Funds II, Inc. -------------------------------------- By (Signature and Title)*/s/ Paul E. Rasmussen, Vice President -------------------------------------------------------------- Date August 18, 2022 -------------------- * Print the name and title of each signing officer under his or her signature.