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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Rule 24f-2 Notice for
IAI INVESTMENT FUNDS VII, INC. (THE "FUND")
FILE #2-39560
1. The Fund's most recent fiscal year ended March 31, 1995.
2. No securities have been registered during the fiscal year ended
March 31, 1995, other than pursuant to Rule 24f-2.
3. During the fiscal year ending March 31, 1995, 2,128,885 shares of the
Fund's Series A Common Stock, with an approximate value of $28,730,197
were sold in reliance upon Rule 24f-2. During the same period, the
Fund redeemed 3,619,759 shares of its Series A Common Stock, with an
approximate value of $49,044,325, resulting in a net decrease of
1,490,874 shares of the Fund with an approximate value of $20,314,128.
4. Due to the fact that the Fund experienced a net decrease in the number
of shares outstanding during the fiscal year ending March 31, 1995, no
registration fees are due pursuant to Rule 24f-2(c).
IAI Investment Funds VII, Inc.
By /s/ William C. Joas
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Its Secretary
Dated: May 15, 1995
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[LOGO OF INVESTMENT ADVISERS, INC.]
Christopher J. Smith
Senior Vice President and General Counsel
612-376-2790
May 23, 1995
IAI Investment Funds VII, Inc.
3700 First Bank Place
P.O. Box 357
Minneapolis, MN 55440
Dear Sir or Madam:
This opinion is addressed to you in connection with a filing by IAI Investment
Funds VII, Inc., a Minnesota corporation (the "Company") of a notice (the
"Notice") pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. I have examined such documents and have reviewed such questions of law
as I have considered necessary and appropriate for the purposes of this opinion,
and based thereon, advise you that, in my opinion, the 2,128,885 shares of
Series A Common Stock, $.01 par value, of the Company sold by the Company during
the fiscal year ending March 31, 1995, as set forth in the Notice, were legally
issued, have been fully paid, and are non-assessable, if issued and sold upon
the terms and in the manner set forth in the Fund's registration statement on
Form N-1A (File #2-39560).
Very truly yours,
/s/ Christopher J. Smith
Christopher J. Smith
CJS:cmb
[LETTERHEAD OF INVESTMENT ADVISERS, INC.]
