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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Rule 24f-2 Notice for
IAI INVESTMENT FUNDS II, INC. (THE "FUND")
FILE #33-61834
1. The 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, 1,565,650 shares of
the Fund's Series A Common Stock, with an approximate value of
$16,038,486 were sold in reliance upon Rule 24f-2. During the same
period, the Fund redeemed 577,136 shares of its Series A Common Stock,
with an approximate value of $6,041,735, resulting in a net increase
of 988,514 shares of the Fund with an approximate value of $9,996,751.
4. $9,996,751 times 1/29 of 1% equals $3,447.16. Such amount has been
wired to the Commission's account at Mellon Bank.
IAI Investment Funds II, 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 II, 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 II, 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 1,565,650 shares of
Series A Common Stock, $.01 par value, of the Company sold by the Company during
the fiscal period 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 #33-61834).
Very truly yours,
/s/ Christopher J. Smith
Christopher J. Smith
CJS:cmb
[LETTERHEAD OF INVESTMENT ADVISERS, INC.]
