U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
Read Instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: IAA Trust Growth Fund, Inc.
808 IAA Drive
Bloomington, IL 61702
2. Name of each series or class of funds for which this notice is
filed: IAA Trust Growth Fund
3. Investment Company Act File Number: 811-1338
Securities Act File Number: 2-24221
4. Last day of fiscal year for which this notice is filed:
June 30, 1996
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuers's 24f-2 declaration:
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6. Date of termination of issuer's declaration under Rule 24f-2(a)(1),
if applicable (see instruction A.6):
Not Applicable
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: 0
8. Number and amount of securities registered during the fiscal year
other than pursuant to Rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the
fiscal year:
367,621 shares were sold for an aggregate price of $6,620,827
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
367,621 shares were sold for an aggregate price of $6,620,827
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see instruction B.7):
416,875 shares were reinvested for an aggregate price of $7,132,281
12. CALCULATION OF REGISTRATION FEE:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
Rule 24f-2 (from item 10).....................$ 6,620,827
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from item 11, if applicable).................+ 7,132,281
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable)...............................- 6,960,870
(iv) Aggregate price of shares redeemed
or repurchased and previously applied as a reduction
to filing fees pursuant to Rule 24e-2
(if applicable)...............................+ 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on Rule 24f-2
[line(i), plus line (ii), less line (iii),
plus line (iv)] (if applicable)............... 6,792,238
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6).......x 1/29th of 1%
(vii) Fee due
[line (i) or line (v) multiplied by line (vi)]: $ 2,342.15
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the Form is being filed within 60 days after the
close of the issuer's fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commision's Rules of
Informal and Other Procedures(17 CFR 202.3a):
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
August 28, 1996
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/ Robert W. Weldon
Robert W. Weldon, Treasurer
Date: August 28, 1996
* Please print the name and title of the signing officer below the
signature.
August 26, 1996
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 previously 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 367,621 shares of capital
stock publicly issued and 416,875 shares of capital stock issued in
connection with a dividend reinvestment plan by IAA Trust Growth Fund,
Inc., during its fiscal year ended June 30, 1996, pursuant to Rule 24f-2.
On the basis of information and documents furnished us by representatives
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 784,496 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 784,496 shares of capital stock, par
value $1.00 per share.
Very truly yours,
OFFICE OF THE GENERAL COUNSEL
Paul M. Harmon
