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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Rule 24f-2 Notice for
IAI Emerging Growth Fund,
IAI Midcap Growth Fund and
IAI Balanced Fund
(the "Funds")
separate portfolios of
IAI INVESTMENT FUNDS VI, INC. (THE "COMPANY")
FILE #33-40496
1. Each Fund's most recent fiscal period ended March 31, 1995.
2. No securities have been registered during the fiscal period ended March 31,
1995, other than pursuant to Rule 24f-2.
3. During the fiscal period ending March 31, 1995, 23,449,810 shares of Series
A Common Stock, representing interests in IAI Emerging Growth Fund, with an
approximate value of $335,670,306, 5,228,457 shares of Series C Common
Stock, representing interests in IAI Midcap Growth Fund, with an
approximate value of $73,595,266, and 1,118,372 shares of Series E Common
Stock, representing interests in IAI Balanced Fund, with an approximate
value of $11,221,295 were sold in reliance upon Rule 24f-2. During the
same period, 16,680,719 shares of Series A Common Stock, representing
interests in IAI Emerging Growth Fund with an approximate value of
$242,619,237, 3,632,875 shares of Series C Common Stock, representing
interests in IAI Midcap Growth Fund with an approximate value of
$51,382,552, and 2,257,774 shares of Series E Common Stock, representing
interests in IAI Balanced Fund with an approximate value of $22,879,376,
were redeemed resulting in a net increase of 7,225,271 shares of the
Company with an approximate value of $103,605,702.
4. $103,605,702 times 1/29 of 1% equals $35,726.10. Such amount has been
wired to the Commission's account at Mellon Bank.
IAI Investment Funds VI, Inc.
By /s/ William C. Jones
________________________________
Its Secretary
Dated: May 15, 1995
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[LOGO OF IAI]
Christopher J. Smith
Senior Vice President and General Counsel
612-376-2790
May 23, 1995
IAI Investment Funds VI, 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 VI, 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 23,449,810 shares of
Series A Common Stock, $.01 par value, the 5,228,457 shares of Series C Common
Stock, $.01 par value, and the 1,118,372 shares of Series E 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 Company's registration statement on Form N-1A (File #33-40496).
Very truly yours,
/s/ Christopher J. Smith
Christopher J. Smith
CJS:cmb
[LETTERHEAD OF INVESTMENT ADVISERS, INC.]
