August 28, 1995
Securities and Exchange Commission
Public Filing Desk
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
RE: IAA TRUST GROWTH FUND, INC.
Rule 24f-2 Notice --- File No. 2-24221
To the Staff of the Commission:
In accordance with the provisions of the Investment Company Act of 1940, as
amended, IAA Trust Growth Fund, Inc. (the "Fund") hereby files its 24f-2
Notice, for the fiscal year ended June 30, 1995.
Please note that the Fund experienced net redemptions during the fiscal year
therefore, no fee is enclosed.
Sincerely,
Michelle A. Whalen
Corporate Compliance Administrator
Enclosure
cc: Richard M. Miller
Paul Harmon, Esq.
<PAGE>
August 28, 1995
Securities and Exchange Commission
Public Filing Desk
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
RE: IAA TRUST GROWTH FUND, INC.
Rule 24f-2 Notice --- File No. 2-24221
To the Staff of the Commission:
In accordance with the provisions of the Investment Company Act of 1940, as
amended, IAA Trust Growth Fund, Inc. (the "Fund") hereby files its Rule 24f-2
Notice.
(i) This Rule 24f-2 Notice is being filed for the fiscal year ended June 30,
1995.
(ii) No shares of the capital stock of the Fund registered under the
Securities Act of 1933 (other than pursuant to Rule 24f-2) remained un-
sold at the beginning of the fiscal year.
(iii) No shares of the capital stock of the Fund were registered during the
fiscal year other than pursuant to Rule 24f-2.
(iv) 82,369 shares of capital stock of the Fund were sold during the fiscal
year.
(v) 82,369 shares of capital stock of the Fund were sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2. 1
1
The payment of the filing fee is based on the following calculation:
(A) Actual aggregate sale price for shares specified
in Item (v): $ 1,266,232
Reduced by the difference between:
(B) Actual aggregate redemption price of securities
redeemed by the Fund during its fiscal year: $(5,088,566)
(C) Actual aggregate redemption price of securities
previously applied pursuant to Rule 24(e)(1): $ None
(D) Difference between (B) and (C): $(5,088,566)
Amount on which fee is to be calculated
(Difference between (A) and (D)): $(3,822,334)
(E) Fee Calculation: Securities Act of 1933
Section 6(b) rate: / by 2900
(F) FEE: $ 0.00
Attached to this Rule 24f-2 Notice, and made a part hereof, is an Opinion
of Counsel indicating that the shares the registration of which the Notice
makes definite in number were legally issued, fully-paid and non-assessable.
IAA TRUST GROWTH FUND, INC.
Robert Weldon
Treasurer
August 24, 1995
IAA Trust Growth Fund, Inc.
808 IAA Drive
Bloomington, IL 61702
Gentlemen:
We understand that IAA Trust Growth Fund, Inc., Bloomington,
Illinois, Securities Act of 1933 Registration No. 2-24221, elected in
its Post-Effective Amendment No. 27 to its Registration Statement
effective March 7, 1978, to register, in addition to shares pre-
viously registered, an indefinite number of shares of its capital
stock pursuant to Rule 24f-2. You have requested our opinion in
connection with making definite the registration under the
Securities Act of 1933 of 82,369 shares of capital stock publicly
issued by IAA Trust Growth Fund, Inc., during its fiscal year ended
June 30, 1995, pursuant to Rule 24f-2.
On the basis of information and documents furnished us by representa-
atives of IAA Trust Growth Fund, Inc., it is my opinion that:
1. IAA Trust Growth Fund, Inc., is a corporation duly organized and
validly existing under the laws of the State of Maryland.
2. That such corporation has authorized capital stock of 10,000,000
shares of the par value of $1.00 per share.
3. That all necessary action has been taken to duly authorize the
issuance of 82,369 shares of the capital stock of the corporation
with a par value of $1.00 per share and that such shares were
validly authorized, legally issued, fully paid and non-assessable.
Consent is hereby granted for you to file this opinion letter with the
Securities and Exchange Commission as an Exhibit to your Rule 24f-2
Notice which Notice is being filed by IAA Trust Growth Fund, Inc., for
the purpose of making definite the registration of 82,369 shares of
capital stock, par value $1.00 per share.
Very truly yours,
SONNENSCHEIN, NATH & ROSENTHAL
By:___________________________
Jerome P. Weiss
