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, 1997
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:
[ ]
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:
1,905,852 shares were sold for an aggregate price of
$40,718,271
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to Rule
24f-2:
1,905,852 shares were sold for an aggregate price of
$40,718,271
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):
331,143 shares were reinvested for an aggregate price
of $5,730,849
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) $ 40,718,271
(ii) Aggregate price of shares issued
in connection with dividend reinvestment plans
(from item 11, if applicable) + 5,730,849
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable) - 9,325,850
(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) 37,123,270
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6)
x 1/33rd of 1%
(vii) Fee due
[line (i) or line (v) multiplied by line (vi)]:
$ 11,249.48
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
Commission'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, 1997
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: /s/ Robert W. Weldon
Treasurer
(Signature and Title*)
Date: August 22, 1997
* Please print the name and title of the signing officer
below the signature.
Office of the General Counsel
August 21, 1997
IAA Trust Growth Fund, Inc.
808 IAA Drive
Bloomington, IL 61702
Ladies and 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 1,905,852
shares of capital stock publicly issued and 331,143 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, 1997, 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 2,236,995 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 2,236,995 shares of capital stock, par value
$1.00 per share.
Very truly yours,
OFFICE OF THE GENERAL COUNSEL
/s/ Paul M. Harmon
Paul M. Harmon
General Counsel
gs
ILLINOIS AGRICULTURAL ASSOCIATION and AFFILIATED COMPANIES
1701 Towanda Avenue/P. O. Box 2901/Bloomington, Illinois 61701
Telephone: 309/557/2542 To call writer direct: 309/557/2210
Fax: 309/557/2211
ABC Dairy, Inc. AgriVisor Services, Inc. CC Services, Inc.
Country Capital Management Company Country Casualty
Insurance Company Country Investors Life Assurance Company
Country Life Insurance Company Country Medical Plans, Inc.
Country Mutual Insurance Company Country Preferred Insurance
Company East Side Jersey Dairy, Inc. FS Credit Corporation
FS Farmco, Inc. GROWMARK, Inc. IAA Federal Credit Union
IAA Foundation IAA Trust Company IAA Trust Asset Allocation
Fund, Inc. IAA Trust Growth Fund, Inc. IAA Trust Taxable
Fixed Income Series Fund, Inc. IAA Trust Tax Exempt Bond
Fund, Inc. Ice Cream Specialties, Inc. Illinois
Agricultural Auditing Association Illinois Agricultural
Holding Co. Illinois Agricultural Service Company Illinois
Livestock Marketing Company Illinois Milk Producers
Association Interstate Producers Livestock Association
MID-CO Commodities, Inc. PFD Supply Corporation Prairie Farms
Dairy, Inc.
