VAM INSTITUTIONAL FUNDS INC
40-17F2, 1997-08-26
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM N-17F-2


              Certificate of Accounting of Securities and Similar
                         Investments in the Custody of
                        Management Investment Companies


                    Pursuant to Rule 17f-2[17CFR 270.17f-2]


          OMB APPROVAL
          ------------
OMB Number:          3235-0360
Expires:         June 30, 1997
Estimated average burden
hours per response........0.05



1. Investment Company Act File Number:              Date examination completed:

     811-5267                                           5/31/97

2. State Identifiaction Number:






3. Exact name of investment company as specified in registration statement:

          VAM Institutional Funds, Inc.

          VAM Financial Institution Intermediate Duration Portfolio



4. Address of principal executive office number, street, city, state, zip 
   codes:

          90 South Seventh Street, Suite 4400, Minneapolis, MN 55402




<PAGE>




                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM N-17F-2


              Certificate of Accounting of Securities and Similar
                         Investments in the Custody of
                        Management Investment Companies


                    Pursuant to Rule 17f-2[17CFR 270.17f-2]


          OMB APPROVAL
          ------------
OMB Number:          3235-0360
Expires:         June 30, 1997
Estimated average burden
hours per response........0.05



1. Investment Company Act File Number:              Date examination completed:

     811-5267                                           5/31/97

2. State Identifiaction Number:






3. Exact name of investment company as specified in registration statement:

          VAM Institutional Funds, Inc.

          VAM Financial Institution Core Portfolio



4. Address of principal executive office number, street, city, state, zip 
   codes:

          90 South Seventh Street, Suite 4400, Minneapolis, MN 55402



<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
     VAM Institutional Funds, Inc.

             and

Securities and Exchange Commission:

We have examined management's assertion, included in its representation letter,
that VAM Financial Institutions Intermediate Duration Portfolio and VAM
Financial Institutions Core Portfolio of VAM Institutional Funds, Inc. (the
Funds) complied with the provisions of subsections (b) and (c) of Rule 17f-2
under the Investment Company Act of 1940 as of May 31, 1997 and during the
period from October 31, 1996 (the date of our last examination) through May 31,
1997. Management is responsible for the Funds' compliance with those provisions.
Our responsibility is to express an opinion on management's assertion about the
Funds' compliance based on our examination.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Funds' compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures were the following tests
performed as of May 31, 1997 and for the period from October 31, 1996 through
May 31, 1997, with respect to securities transactions, without prior notice to
management:

         *        Confirmation of all securities with the sub-custodian,
                  Northern Trust.

         *        Confirmation or examination of underlying documentation of all
                  securities purchased but not received, hypothecated, pledged,
                  placed in escrow, or out for transfer with brokers, pledgees,
                  and/or transfer agents;

         *        Reconciliation of all such securities to the books and records
                  of the Funds and the Custodian; and

         *        Test of selected security transactions.

We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Funds' compliance with
the specified requirements.


<PAGE>


In our opinion, management's assertion the Funds were in compliance with the
above mentioned provisions of Rule 17f-2 of the Investment Company Act of 1940
as of May 31, 1997, and for the period from October 31, 1996 through May 31,
1997, is fairly stated in all material respects.

This report is intended solely for the information and use of management of VAM
Financial Institutions Intermediate Duration Portfolio and VAM Financial
Institutions Core Portfolio and the Securities and Exchange Commission and
should not be used for any other purpose.


                                             KPMG Peat Marwick LLP


Minneapolis, Minnesota
August 22, 1997





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