IAI INVESTMENT FUNDS VII INC
497, 1999-12-28
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                                                   IAI Investment Funds II, Inc.
                                                               File No. 33-61834
                                                  IAI Investment Funds VII, Inc.
                                                                File No. 2-39560


                       SUPPLEMENT DATED DECEMBER 28, 1999
                  TO THE JOINT PROSPECTUS DATED AUGUST 1, 1999
                                       OF
              IAI GROWTH FUND (A PORTFOLIO OF IAI INVESTMENT FUNDS
            II, INC.) IAI GROWTH AND INCOME FUND (A PORTFOLIO OF IAI
                           INVESTMENT FUNDS VII, INC.)


         The following replaces the disclosure on page 29 concerning the
management of the Funds:

         GROWTH  FUND AND GROWTH & INCOME  FUND.  These  Funds are  managed by a
team of  investment  professionals comprised  of Keith Wirtz,  David  McDonald
and Jeff Malet.  Mr.  Wirtz joined IAI in March 1999 as President  and Chief
Investment  Officer.  Prior to joining  IAI,  Mr.  Wirtz was Chief  Investment
Strategist  for  TradeStreet Investment  Associates,  Inc. from 1996 to 1999 and
Senior Vice President and Chief Investment  Officer for Bank of America  from
1992 to 1996.  Mr.  McDonald,  who  joined IAI in 1994,  is a Vice  President
and  Senior  Portfolio Manager.  Mr.  Malet  joined IAI in January  1999 and is
a Vice  President  and Senior  Portfolio  Manager.  Before joining IAI, Mr.
Malet was an equity  analyst and  associate  portfolio  manager with  American
Express  Financial Advisors.


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