UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        ANNUAL NOTICE OF SECURITIES SOLD
                             PURSUANT TO RULE 24F-2


1.    Name and address of issuer: Sit Large Cap Growth Fund, Inc.
                                  3300 IDS Center, 80 S. 8th Street
                                  Minneapolis, MN 55402

2.    Name of each series or class of securities for which this Form is filed
      (If the Form is being filed for all series and classes of securities of
      the issuer, check the box but do not list series or classes):          [ ]

3.    Investment Company Act File Number: 811-03343

      Securities Act File Number:         2-75152

4.(a) Last day of fiscal year for which this Form is filed: 6-30-21

4.(b) [ ] Check box if this Form is being filed late (i.e. more than 90 calendar
          days after the close of the issuer's fiscal year).
          (See Instruction A.2)

      NOTE: IF THE FORM IS BEING FILED LATE, INTEREST MUST BE PAID ON THE
      REGISTRATION FEE DUE.

4.(c) [ ] Check box if this is the last time the issuer will be filing this
          Form.



SEC2393 (9-97)








5.    Calculation of registration fee:

      (i)   Aggregate sale price of securities
            sold during the fiscal year pursuant
            to section 24(f):                                     $17,649,133.00
                                                                 ---------------

      (ii)  Aggregate price of securities redeemed
            or repurchased during the fiscal year  $14,001,175.00
                                                   ---------------

      (iii) Aggregate price of securities redeemed or
            repurchased during any prior fiscal year
            ending no earlier than October 11, 1995
            that were not previously used to reduce
            registration fees payable to the
            Commission:                            $342,960,122.59
                                                   ---------------

      (iv)  Total available redemption credits
            [add Items 5(ii) and 5(iii):                         $356,961,297.59
                                                                 ---------------

      (v)   Net sales - if Item 5(i) is greater
            than Item 5(iv) [subtract Item 5(iv)
            from Item 5(i)]:                                     $0
                                                                 ---------------

      (vi)  Redemption credits available for use in
            future years -- if Item 5(i) is less
            than Item 5(iv) [subtract Item 5(iv)
            from Item 5(i)]:                      ($339,312,164.59)
                                                   ---------------

      (vii) Multiplier for determining registration
            fee (See Instruction C.9                          x .00010910
                                                                 ---------------

      (viii) Registration fee due [multiply
             Item 5(v) by Item 5(vii)] (enter
             "0" if no fee is due):                            = $0
                                                                 ===============

6.    Prepaid Shares

      If the response to Item 5(i) was determined by deducting an amount of
      securities that were registered under the Securities Act of 1933 pursuant
      to rule 24e-2 as in effect before [effective date of rescisison of rule
      24e-2], then report the amount of securities (number of shares of other
      units) deducted here: ______. If there is a number of shares or other
      units that were registered pursuant to rule 24e-2 remaining unsold at the
      end of the fiscal year for which this form is filed that are available for
      use by the issuer in future fiscal years, then state that number here:
      ______.

7.    Interest due - if this Form is being filed more than 90 days after the end
      of the issuer's fiscal year (See Instruction D):
                                                               + $0
                                                                 ---------------

8.    Total of the amount of the registration fee due plus any interest due
      [line 5(viii) plus line 7}:

                                                               = $0
                                                                 ===============

9.    Date the registration fee and any interest payment was sent to the
      Commission's lockbox depository:
      Date:
      Method of delivery: [ ] Wire Transfer          CIK # 0000356786
                          [ ] Mail or other means







                                   SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Paul E. Rasmussen
                          ------------------------------------------------------

                          Paul E. Rasmussen, Vice President
                          ------------------------------------------------------

Date: August 10, 2021
      ---------------

  *Please print the name and title of the signing officer below the signature.