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
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              (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


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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


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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


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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


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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.


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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


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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.