IAA TRUST GROWTH FUND INC
40-17F2, EX-99, 2000-10-05
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IAA Trust Company Mutual Funds



September 22, 2000



PricewaterhouseCoopers LLP
203 North LaSalle Street
Chicago, IL  60601

RE:  Management Statement Regarding Compliance with Certain Provisions of the
Investment Company Act of 1940

We, as members of management of IAA Trust Company Mutual Funds,  are responsible
for complying with the  requirements  of subsections  (b) and (c) of Rule 17f-2,
"Custody of Investments by Registered Management  Investment  Companies," of the
Investment  Company Act of 1940. We are also  responsible for  establishing  and
maintaining  effective  internal  control  structure over  compliance with those
requirements.  We have performed an evaluation of the Fund's compliance with the
requirements  of  subsections  (b) and (c) of Rule 17f-2 as of June 30, 2000 and
from April 1, 2000 through June 30, 2000.


Based on this  evaluation,  we assert that the Funds were in compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 of the Investment  Company
Act of 1940as of June 30,  2000 and from April 1, 2000  through  June 30,  2000,
with respect to securities reflected in the investment account of the Funds.


IAA TRUST COMPANY MUTUAL FUNDS

By:


/s/ Richard F. Day
Richard F. Day
Controller



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