1933 Act Registration No. 033-61834
1940 Act Registration No. 811-07690
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ____
Post-Effective Amendment No. _11_
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. _11_
(Check appropriate box or boxes)
IAI INVESTMENT FUNDS II, INC.
(Exact Name of Registrant as Specified in Charter)
3700 U.S. Bank Place
P.O. Box 357
Minneapolis, Minnesota 55440
(Address of Principal Executive Offices, Zip Code)
(612) 376-2700
(Registrant's Telephone Number, including Area Code)
Steven G. Lentz, Esq.
3700 U.S. Bank Place
P.O. Box 357
Minneapolis, Minnesota 55440
(Name and Address of Agent for Service)
COPY TO:
Kathleen L. Prudhomme, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
It is proposed that this filing will become effective (check appropriate box):
___ immediately upon filing pursuant to paragraph (b) of Rule 485
_X_ on August 1, 1999 pursuant to paragraph (b) of Rule 485
___ 75 days after filing pursuant to paragraph (a) of Rule 485
___ on (specify date) pursuant to paragraph (a) of Rule 485
___ 60 days after filing pursuant to paragraph (a) of Rule 485
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<PAGE>
Incorporation by Reference
and
Explanatory Note
In addition to the cover page, Part C, signature page and exhibits
included herewith, this Post-Effective Amendment contains Part A (Prospectus)
and Part B (Statement of Additional Information), which are incorporated by
reference from Post-Effective Amendment No. 31 to the Registration Statement of
IAI Investment Funds VI, Inc. (File Nos. 033-40496 and 811-5990) filed on July
30, 1999. Such Prospectus and Statement of Additional Information combines five
Registrants (and Series) as listed below:
Registrant Series
---------- ------
IAI Investment Funds VI, Inc. Capital Appreciation Fund
Emerging Growth Fund
Midcap Growth Fund
Balanced Fund
IAI Investment Funds II, Inc. Growth Fund
IAI Investment Funds IV, Inc. Regional Fund
IAI Investment Funds VII, Inc. Growth and Income Fund
IAI Investment Funds VIII, Inc. Value Fund
Post-Effective Amendment No. 31 was filed pursuant to Rule 485(B) to
become effective on the same day as this Registration Statement.
<PAGE>
PART C
IAI Growth Fund
a series of
IAI Investment Funds II, Inc.
OTHER INFORMATION
Item 23. Exhibits
- -------- --------
THE FUNDS ARE FILING OR INCORPORATING BY REFERENCE THE FOLLOWING
EXHIBITS:
(a) Articles of Incorporation dated 2/8/93 (2)
(b) Bylaws (2)
(c) Instruments Defining Rights of Security Holders - not
applicable
(d) Management Agreement dated 4/1/96 (1)
(e) Form of Shareholder Service Agreement (3)
(f) Bonus or Profit Sharing Contracts - not applicable
(g) Custodian Servicing Agreement dated 3/1/99 (4)
(h).1 Fund Accounting Servicing Agreement dated 3/1/99 (4)
(h).2 Fund Administration Servicing Agreement (4)
(h).3 Fulfillment Servicing Agreement dated 4/26/99 (4)
(h).4 Transfer Agent Servicing Agreement dated 4/26/99 (4)
(i) Legal Opinion of Dorsey & Whitney dated 7/27/93 (2)
(j) Consent of KPMG Peat Marwick LLP (5)
(k) Omitted Financial Statements - not applicable
(l) Initial Capital Agreements - not applicable
(m) Rule 12b-1 Plan - not applicable
(n) Financial Data Schedule - not applicable
(o) Rule 18f-3 Plan - not applicable
- -----------------------
(1) Incorporated by reference to Post-Effective Amendment No. 6 to the
Registrant's Registration Statement on Form N-1A filed with the
Commission on May 30, 1996.
(2) Incorporated by reference to Post-Effective Amendment No. 7 to the
Registrant's Registration Statement on Form N-1A filed with the
Commission on July 25, 1996.
(3) Incorporated by reference to Post-Effective Amendment No. 9 to the
Registrant's Registration Statement on Form N-1A filed with the
Commission on July 23, 1998.
(4) Incorporated by reference to Post-Effective Amendment No. 31 to the
Registration Statement of IAI Investment Funds VI, Inc. (File
#033-40496) on Form N-1A filed with the Commission on July 30, 1999.
(5) Filed herewith.
Item 24. Persons Controlled by or Under Common Control with the Fund
- -------- -----------------------------------------------------------
THE FOLLOWING IS A LIST OF ALL PERSONS DIRECTLY OR INDIRECTLY
CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND:
See the section of the Prospectus entitled "Fund Management" and the
section of the Statement of Additional Information entitled "Management" filed
as part of this Registration Statement.
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<PAGE>
Item 25. Indemnification
- -------- ---------------
STATE THE GENERAL EFFECT OF ANY CONTRACT, ARRANGEMENTS OR STATUTE UNDER
WHICH ANY DIRECTOR, OFFICER, UNDERWRITER OR AFFILIATED PERSON OF THE FUND IS
INSURED OR INDEMNIFIED AGAINST ANY LIABILITY INCURRED IN THEIR OFFICIAL
CAPACITY, OTHER THAN INSURANCE PROVIDED BY ANY DIRECTOR, OFFICER, AFFILIATED
PERSON, OR UNDERWRITER FOR THEIR OWN PROTECTION.
Incorporated by reference to Post-Effective Amendment #6 to
Registrant's Registration Statement on Form N-1A filed on May 30, 1996.
Item 26. Business and Other Connections of the Investment Adviser
- -------- --------------------------------------------------------
DESCRIBE ANY OTHER BUSINESS, PROFESSION, VOCATION OR EMPLOYMENT OF A
SUBSTANTIAL NATURE THAT EACH INVESTMENT ADVISER, AND EACH DIRECTOR, OFFICER OR
PARTNER OF THE ADVISER, IS OR HAS BEEN ENGAGED WITHIN THE LAST TWO FISCAL YEARS
FOR HIS OR HER OWN ACCOUNT OR IN THE CAPACITY OF DIRECTOR, OFFICER, EMPLOYEE,
PARTNER OR TRUSTEE.
Information on the business of Investment Advisers, Inc. ("IAI") is
described in the Prospectus section "Management" and in Part B of this
Registration Statement in the section "Management."
The following senior officers and directors of IAI are not listed in
the Statement of Additional Information:
Other Business/Employment
Name Position with Adviser During Past Two Years
- ---- --------------------- ---------------------
Iain D. Cheyne Chairman/Director None
E. Keith Wirtz President/Director Managing Director/Chief
Investment Officer-Equities,
TradeStreet Investment
Associates, Charlotte,
NC 1996 - 1999.
Stephen C. Coleman Senior Vice President None
Larry Ray Hill Executive Vice President None
Kevin McKendry Director None
Peter Phillips Director None
John Caravello Director Senior Vice President, Lloyds
Bank, New York, NY since 1980.
Certain of the officers and directors of IAI also serve as officers and
directors of IAI International Ltd. The address of IAI International is 10 Fleet
Place, London, EC4M 7RH, England. Both IAI and IAI International's ultimate
corporate parent is Lloyds TSB Group plc, a publicly-held financial services
organization based in London, England. The senior officers and directors of IAI
International are John A. Alexander, Deputy Chief Investment Officer and Iain D.
Cheyne, Director.
Certain of the officers and directors of IAI also serve as officers and
directors of IAI Trust Company, a wholly-owned subsidiary of IAI. The address of
IAI Trust Company is 3600 U.S. Bank Place, Minneapolis, Minnesota 55402. John A.
Alexander is the President and a Director of IAI Trust Company.
2
<PAGE>
Item 27. Principal Underwriters
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(a) STATE THE NAME OF EACH INVESTMENT COMPANY (OTHER THAN THE FUND) FOR WHICH
EACH PRINCIPAL UNDERWRITER CURRENTLY DISTRIBUTING THE FUND'S SECURITIES ALSO
ACTS AS A PRINCIPAL UNDERWRITER, DEPOSITOR, OR INVESTMENT ADVISER.
Not applicable.
(b) PROVIDE THE INFORMATION REQUIRED BY THE FOLLOWING TABLE FOR EACH DIRECTOR,
OFFICER, OR PARTNER OF EACH PRINCIPAL UNDERWRITER NAMED IN RESPONSE TO ITEM 20.
Not applicable.
(c) PROVIDE THE INFORMATION REQUIRED BY THE FOLLOWING TABLE FOR ALL COMMISSIONS
AND OTHER COMPENSATION RECEIVED, DIRECTLY OR INDIRECTLY, FROM THE FUND DURING
THE LAST FISCAL YEAR BY EACH PRINCIPAL UNDERWRITER WHO IS NOT AN AFFILIATED
PERSON OF THE FUND OR ANY AFFILIATED PERSON OF AN AFFILIATED PERSON.
Not applicable.
Item 28. Location of Accounts and Records
- -------- --------------------------------
STATE THE NAME AND ADDRESS OF EACH PERSON MAINTAINING PHYSICAL
POSSESSION OF EACH ACCOUNT, BOOK, OR OTHER DOCUMENT REQUIRED TO BE MAINTAINED BY
SECTION 31(a) AND THE RULES UNDER THAT SECTION.
The Custodian for Registrant is Norwest Bank Minnesota, N.A., Norwest
Center, Sixth & Marquette, Minneapolis, Minnesota 55479. The Custodian maintains
records of all cash transactions of Registrant. All other books and records of
Registrant's investment portfolios are maintained by IAI. IAI also acts as
Registrant's transfer agent and dividend disbursing agent, at 601 Second Avenue
South, P.O. Box 357, Minneapolis, Minnesota 55402.
Item 29. Management Services
- -------- -------------------
PROVIDE A SUMMARY OF THE SUBSTANTIVE PROVISIONS OF ANY MANAGEMENT-
RELATED SERVICE CONTRACT NOT DISCUSSED IN PART A OR B, DISCLOSING THE PARTIES TO
THE CONTRACT AND THE TOTAL AMOUNT PAID AND BY WHOM FOR THE FUND FOR THE LAST
THREE FISCAL YEARS.
Not applicable.
Item 30. Undertakings
- -------- ------------
(a) IN INITIAL REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT,
PROVIDE AN UNDERTAKING TO FILE AN AMENDMENT TO THE REGISTRATION
STATEMENT WITH CERTIFIED FINANCIAL STATEMENTS SHOWING THE INITIAL
CAPITAL RECEIVED BEFORE ACCEPTING SUBSCRIPTIONS FROM MORE THAN 25
PERSONS IF THE FUND INTENDS TO RAISE ITS INITIAL CAPITAL UNDER SECTION
14(a)(3).
Not applicable.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement on Form N-1A
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis and State of Minnesota on
the 30th day of July 1999.
IAI INVESTMENT FUNDS II, INC.
(Registrant)
By /s/ John A. Alexander
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John A. Alexander, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
/s/ John A. Alexander President (principal July 30, 1999
- -------------------------- executive officer)
John A. Alexander
/s/ Paul H. Perseke Treasurer (principal financial July 30, 1999
- -------------------------- and accounting officer)
Paul H. Perseke
Madeline Betsch * Director
W. William Hodgson * Director
George R. Long * Director
J. Peter Thompson * Director
Charles H. Withers * Director
*By /s/ William C. Joas July 30, 1999
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William C. Joas, Attorney-in-Fact
* Registrant's directors executing Powers of Attorney dated August 18, 1993,
filed with the Commission on June 28, 1994.
Exhibit (j)
Independent Auditors' Consent
The Board of Directors
IAI Investment Funds II, Inc.:
IAI Investment Funds IV, Inc.:
IAI Investment Funds VII, Inc.:
IAI Investment Funds VIII, Inc.:
We consent to the use of our reports incorporated herein by reference and to the
references to our Firm under the headings "FINANCIAL HIGHLIGHTS" in Part A and
"AUDITORS" in Part B of the Registration Statement.
KPMG LLP
Minneapolis, Minnesota
July 29, 1999
