IAI RETIREMENT FUNDS INC
N-30D, 1996-08-26
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                           IAI RETIREMENT FUNDS, INC.

                             IAI REGIONAL PORTFOLIO
                             IAI BALANCED PORTFOLIO
                              IAI RESERVE PORTFOLIO


                               SEMI-ANNUAL REPORT

                                  JUNE 30, 1996

                                   (unaudited)


                                TABLE OF CONTENTS
                           IAI Retirement Funds, Inc.
                               Semi-Annual Report
                                  June 30, 1996
                                   (unaudited)

  Chairman's Letter...............................2

  Portfolio Managers' Reviews

      IAI Regional Portfolio......................4

      IAI Balanced Portfolio......................5

      IAI Reserve Portfolio.......................6

  Schedules of Investments

      IAI Regional Portfolio......................7

      IAI Balanced Portfolio.....................10

      IAI Reserve Portfolio......................12

  Notes to Schedules of Investments..............13

  Statements of Assets and Liabilities...........14

  Statements of Operations.......................15

  Statements of Changes in Net Assets

      IAI Regional Portfolio.....................16

      IAI Balanced Portfolio.....................17

      IAI Reserve Portfolio......................18

  Financial Highlights

      IAI Regional Portfolio.....................19

      IAI Balanced Portfolio.....................20

      IAI Reserve Portfolio......................21

  Notes to Financial Statements..................22

  Distributor, Adviser, Custodian,
  Legal Counsel, Independent Auditors,
  Directors..............................Back Cover

                                     [LOGO]
                                  MUTUAL FUNDS

                            INVESTMENT ADVISERS, INC.
 3700 FIRST BANK PLACE, P.O. BOX 357, MINNEAPOLIS, MINNESOTA 55440-0357 USA
                                FAX 612.376.2737

                                  800.945.3863
                                  612.376.2700

                                CHAIRMAN'S LETTER
                           IAI Retirement Funds, Inc.

INVESTING WITH CAUTION

[PHOTO]
NOEL P. RAHN
Chairman

Just when it appeared that the stock market was getting tired after a five-year
run, the Dow Jones Industrial Average reached more new highs in the first half
of 1996. It is fitting that the Dow would be reaching record levels on the 100th
anniversary of its birth.

How much longer can it go before the inevitable correction? Even though the
pundits on television will give you their best guess, nobody really knows. But
just because this is the longest bull market in history doesn't mean it has to
end tomorrow. In short, when it comes to the stock market, history doesn't
necessarily repeat itself.

Although the Dow gets most of the attention, the real news this year is the
success of smaller companies. With the exception of the month of June, indices
such as NASDAQ and the Russell 2500 have shown sterling returns in 1996. New
stock offerings from emerging growth companies continue to come out in record
numbers. To be sure, this can also be a sign that the top of the market is near.

That's one reason that while we continue to enjoy the market advances, we
continue to invest cautiously. We're doing that by investing in companies that
are priced reasonably, and selling them when they reach our disciplined sell
targets.


ECONOMIC OUTLOOK

A summary of the economic outlook as provided by Larry Hill, IAI's Chief Fixed
Income Officer, is listed below.

Although we don't expect inflation to rise above 3% in 1996, we are more
concerned about rising prices in 1997. The U.S. economy is now in the sixth year
of a modest, but persistent expansion. A persistent expansion uses up economic
capacity, eventually putting upward pressure on prices. Monetary policy has been
accommodative over the last year, providing ample fuel for higher prices if
capacity limits are exceeded. So far, the economy has not exceeded its capacity
ceiling. However, with a capacity utilization rate of 83% and an unemployment
rate of 5.4%, a modest growth acceleration could push these rates over their
limits. If the economy grows at a 3.5% rate instead of a 2.5% rate, then there
will be pressure on prices and wages.

Corporate downsizing has helped to hold prices and wages in check. However,
these strategies have reached an extreme for this cycle. Management techniques
such as just-in-time deliveries, reengineering, and layoffs have helped to make
US businesses the most competitive in the world. Yet, these practices have
created a business environment with very little cushion in the system to meet
unexpected increases in demand. As the economy grows, businesses eventually have
to hire more employees. If that becomes the case, the unemployment rate over the
next 12 months is going to go a lot lower, and there will be wage pressures--not
because of union demands, but because of supply and demand.

Economic growth in the second and third quarter should average about 3.5%. Much
of this will be inventory replenishment which should subside by the fourth
quarter. For the full year real GDP should expand by slightly under 3%.
Inflation will not be a problem this year, but as the expansion ages in 1997
higher prices are inevitable.

Please read the Portfolio Managers' Reviews, which follow this letter, for a
detailed perspective on the Portfolios' performance and our strategy going
forward. We appreciate your continued trust and confidence in IAI. If there is
any way we can serve you better, please let us know by calling our toll-free
Investor Services Hotline at 1-800-945-3863.

Sincerely,



/s/Noel P. Rahn
Noel P. Rahn
Chairman



                           PORTFOLIO MANAGER'S REVIEW
                             IAI Regional Portfolio

IAI REGIONAL PORTFOLIO

The IAI Regional Portfolio, which invests in companies located in the Upper
Midwest, produced a total return of 5.3% during the second quarter of 1996. In
contrast, the Standard & Poor's 500 Index rose 4.5% while the IAI Regional 300
Index, which is a market-cap weighted index created by IAI consisting of the 300
largest companies in the eight state region ranked by market capitalization, was
up 3.0%.

We believe that the Portfolio outperformed its benchmarks, in part, because of
the nature of the stocks that we select. We tend to avoid "hot names,"
concentrating instead on companies that are not widely followed by Wall Street.
Examples of strong performers include Merrill, a financial printer, Land's End,
the catalog company, and Northland Cranberries, an agricultural concern moving
into consumer products.

The IAI Regional Portfolio owns a collection of stocks in companies which should
continue to generate strong growth regardless of the fortunes of the overall
U.S. economy. We believe that our discipline in valuing companies and our direct
research would serve us well under any stock market scenario.

                                    [PHOTO]

                             MARK C. HOONSBEEN, CFA
                             IAI Regional Portfolio
                                     Manager
VALUE OF $10,000 INVESTMENT+

[GRAPH'S PLOT POINTS]

             IAI Regional Portfolio    S&P 500 Index*
              (Inception 1/31/94)      

 1/31/94            $10,000               $10,000
 6/30/94            $10,020               $ 9,343
12/31/94            $10,620               $ 9,803
 6/30/95            $11,986               $11,782
12/31/95            $14,178               $13,479
 6/30/96            $15,377               $14,859


AVERAGE ANNUAL RETURNS+
Through 6/30/96

                                                       Since Inception
                                6 Months**     1 Year      1/31/94
- ----------------------------------------------------------------------

  IAI Regional Portfolio           8.45%        28.30%        19.52%
- ----------------------------------------------------------------------
  S&P 500 Index                   10.24%        26.12%        17.81%*

+  Past performance is not predictive of future performance
*  Since 2/01/94
** Not annualized

                           PORTFOLIO MANAGERS' REVIEW
                             IAI Balanced Portfolio


IAI BALANCED PORTFOLIO

The IAI Balanced Portfolio seeks to invest in the optimal mixture of stocks and
bonds. Late in the quarter, this asset allocation mix was shifted from a ratio
of 60% stocks/40% bonds to a 50/50 ratio. The shift reflects our view that bonds
became increasingly attractive as bond yields rose above 7%.

The Portfolio produced a total return of 2.3% during the quarter. This matches
the performance for the average balanced fund, which generated a return of 2.3%,
according to Lipper Analytical Services Inc.* The Portfolio's performance
reflects the differing fortunes of stocks and bonds as an asset class. During
the quarter, the Standard & Poor's 500 Index rose 4.5%, while the bond market
was essentially flat.

Within the bond portion, we biased the Portfolio away from U.S. Treasuries and
toward corporate bond holdings. Within the equity portion, the Portfolio
includes companies with strong economic franchises that generate high levels of
free cash flow.



*Source: 7/3/96 The Wall Street Journal, pg. R2

                                    [PHOTO]
                               LARRY R. HILL, CFA
                             IAI Balanced Portfolio
                                   Co-Manager

VALUE OF $10,000 INVESTMENT+

[GRAPH'S PLOT POINTS]

             IAI Balanced Portfolio     S&P 500 Index*      Lehman Government/
              (Inception 2/03/94)                         Corporate Bond Index*
 2/03/94             $10,000               $10,000               $10,000
 6/30/94             $ 9,900               $ 9,343               $ 9,425
12/31/94             $10,220               $ 9,803               $ 9,506
 6/30/95             $11,282               $11,782               $10,627
12/31/95             $11,877               $13,479               $11,335
 6/30/96             $12,282               $14,859               $11,122


                                    [PHOTO]
                              DON J. HOELTING, CFA
                             IAI Balanced Portfolio
                                   Co-Manager

AVERAGE ANNUAL RETURNS+
Through 6/30/96
                                                       Since Inception
                                6 Months**     1 Year       2/03/94
- ----------------------------------------------------------------------

   IAI Balanced Portfolio          3.41%        8.86%          8.92%
- ----------------------------------------------------------------------
   S&P 500 Index                  10.24%       26.12%         17.81%*
- ----------------------------------------------------------------------
   Lehman Government/
      Corporate Bond Index        (1.88%)       4.66%          4.50%*

+  Past performance is not predictive of future performance
*  Since 2/01/94
** Not annualized


                           PORTFOLIO MANAGERS' REVIEW
                              IAI Reserve Portfolio

IAI RESERVE PORTFOLIO

The U.S. economy shifted into a higher gear during the second quarter of 1996.
The shift was unusually abrupt, coming after a winter in which a partial
government shutdown and severe weather depressed economic activity. Despite
strong job growth, the Federal Reserve Board took no action during the second
quarter to slow the economy. As a result, yields on short-term investments such
as U.S. government securities stayed fairly constant. For the six-month period
ended June 30, 1996, the IAI Reserve Portfolio produced a total return of 2.2%.

Yields on securities beyond one year rose sharply, as investors anticipated that
the Federal Reserve Board would have to tighten the money supply to slow down
the economy. As a result, short-term investments generally outperformed
intermediate and long-term bonds, which suffer price declines in a rising
interest rate environment. Given this environment, we are maintaining a cautious
position, keeping the Portfolio's average maturity under two years.


                                    [PHOTO]
                             TIMOTHY A. PALMER, CFA
                              IAI Reserve Portfolio
                                   Co-Manager

VALUE OF $10,000 INVESTMENT+

[GRAPH'S PLOT POINTS]

             IAI Reserve Portfolio    Salomon Brothers One
              (Inception 4/07/94)      Year Treasury Bill*

 4/07/94            $10,000                 $10,000
 6/30/94            $10,044                 $10,046
12/31/94            $10,225                 $10,232
 6/30/95            $10,496                 $10,716
12/31/95            $10,746                 $11,060
 6/30/96            $10,983                 $11,326


                                    (PHOTO)
                           LIVINGSTON G. DOUGLAS, CFA
                              IAI Reserve Portfolio
                                   Co-Manager

AVERAGE ANNUAL RETURNS+
Through 6/30/96
                                                       Since Inception
                                6 Months**     1 Year       4/07/94
- ----------------------------------------------------------------------

   IAI Reserve Portfolio           2.20%        4.63%         4.29%
- ----------------------------------------------------------------------
   Salomon Brothers One Year
      Treasury Bill Index          2.40%        5.69%         5.69%*

+  Past performance is not predictive of future performance
*  Since 4/01/94
** Not annualized


<TABLE>
<CAPTION>
                             SCHEDULE OF INVESTMENTS
                             IAI REGIONAL PORTFOLIO

                                  June 30, 1996
          (percentage figures indicate percentage of total net assets)
                                   (unaudited)

COMMON STOCKS - 73.1%
                                             Market                                            Market
                                  Quantity  Value (a)                              Quantity   Value (a)
<S>                               <C>     <C>           <C>                         <C>     <C>
COMMERCIAL SERVICES - 5.0%
Banta                              1,050   $ 26,512     FCB Financial                1,000   $ 17,500
Bell & Howell (b)                  1,300     42,413     Green Tree Financial         2,400     75,000
Castle (A.M.)                      4,000     94,500     Guarantee Life               5,300     93,413
Data Documents (b)                 3,000     36,750     Life USA (b)                 1,800     15,975
Manpower                           2,400     94,200     Olympic Financial (b)        2,000     46,000
Merrill                            5,000    125,000     ReliaStar Financial          1,800     77,625
                                            419,375     Roosevelt Financial          2,000     38,500
CONSUMER DURABLES - 6.2%                                Winthrop Resources           2,000     40,500
Clarcor                            1,600     39,600                                           687,088
ITI Technologies (b)               3,800    125,400     HEALTH SERVICES - 1.3%       
Newell                             4,300    131,688     InStent (b)                  1,600     34,800
Polaris                            3,400    116,025     Patterson Dental (b)         2,000     72,500
Snap-On                            2,200    104,225                                           107,300
                                            516,938     HEALTH TECHNOLOGY - 7.4%     
CONSUMER NON-DURABLES - 0.5%                            Abbott Laboratories          3,600    156,600
Sara Lee                           1,400     45,325     Aksys (b)                    2,200     33,550
CONSUMER SERVICES - 1.5%                                Baxter International         3,200    151,200
Buffets (b)                        6,400     78,400     CIMA Labs (b)               10,000     75,000
Lodgenet Entertainment (b)           900     12,375     Diametrics Medical (b)      10,000     50,000
McDonald's                           800     37,400     Empi (b)                       500      6,500
                                            128,175     Northfield Laboratories (b)    400      5,900
ELECTRONIC TECHNOLOGY - 6.7%                            Possis Medical (b)           1,000     16,625
360 Communications (b)             5,000    120,000     Sybron International -       3,100     77,500
Aetrium (b)                        5,100     91,800       Wisconsin (b)
ANTEC (b)                          5,000     79,375     Urologix (b)                 2,900     39,150
Cyberoptics (b)                    3,000     46,500                                           612,025
FSI International (b)              7,700     97,212     NON-ENERGY MINERALS - 1.8%   
Lucent Technologies                1,200     45,450     USG                          5,200    144,950
Rural Cellular Class A (b)         1,400     17,850     PROCESS INDUSTRIES - 6.9     
Sheldahl (b)                       1,800     37,575     AptarGroup                   4,500    136,125
United States Satellite              600     22,650     Bemis                        1,000     35,000
  Broadcasting (b)                                      BMC                          3,800    109,250
                                            558,412     Fort Howard (b)              5,700    113,288
ENERGY MINERALS - 0.9%                                  IMC Global                   1,620     60,952
Amoco                              1,000     72,375     Mycogen (b)                  2,000     30,000
FINANCIAL - 8.3%                                        Northland Cranberries        1,500     45,000
Allstate                           2,000     91,250       Class A
Amerin (b)                         4,100    109,675     Valspar                        400     18,400
Equitable of Iowa                  2,300     81,650     Wausau Paper Mills           1,300     25,675
                                                                                              573,690

          See Accompanying Notes to Schedule of Investments on page 13
</TABLE>


<TABLE>
<CAPTION>
                                      Market                                                Market
                           Quantity  Value (a)                                Quantity    Value (a)
<S>                         <C>    <C>           <C>                          <C>       <C>
PRODUCER MANUFACTURING - 11.0%                    TECHNOLOGY SERVICES - 5.5%
ABC Rail Products (b)        5,500  $ 118,938     Engineering Animation (b)     5,800    $  116,000
Anixter International (b)    9,000    133,875     FIserv (b)                    1,700        51,000
Borg-Warner Automotive       1,400     55,300     Metromail (b)                 2,000        44,750
Case                         2,100    100,800     Racotek (b)                   6,200        29,062
Deere                        2,100     84,000     Reality Interactive (b)      10,000        45,000
Diamond Home Services (b)    1,000     16,750     Secure Computing (b)          4,600       105,800
IDEX                         3,500    133,000     Spyglass (b)                    600        12,863
Illinois Tool Works            900     60,862     TRO Learning (b)              3,000        48,750
Juno Lighting                  500      8,500                                               453,225
Lindsay Manufacturing        1,500     60,375     TRANSPORTATION - 4.0%
Littlefuse (b)                 100      3,750     Heartland Express (b)           923        24,690
Minnesota Mining &             300     20,700     Illinois Central              4,600       130,525
  Manufacturing                                   USFreightways                 4,600        89,700
Pentair                      1,800     54,000     Wisconsin Central             2,800        91,000
Recovery Engineering (b)     1,600     21,200       Transportation (b)
Thermo Sentron (b)           2,700     43,200                                               335,915
Woodhead                       300      3,525     UTILITIES - 1.7%
                                      918,775     MFS Communications (b)        3,800       142,975
RETAIL TRADE - 4.4%                               TOTAL INVESTMENTS IN COMMON STOCKS               
Land's End (b)               5,700    141,075     (Cost: $5,591,465) ..................  $6,084,755
Sears Roebuck                3,500    170,187     TOTAL INVESTMENTS IN LONG-TERM                   
Walgreen                     1,700     56,950          SECURITIES                                  
                                      368,212     (Cost: $5,591,465) ..................  $6,084,755
                                                  

          See Accompanying Notes to Schedule of Investments on page 13
</TABLE>


<TABLE>
<CAPTION>

SHORT-TERM SECURITIES - 23.8%
                                                                 Principal         Market
                                                Rate  Maturity    Amount          Value (a)
<S>                                            <C>   <C>        <C>             <C>
U.S. GOVERNMENT OBLIGATIONS - 23.8%
U.S. Treasury Bills
                                                5.21% 08/08/96   $ 1,000,000     $  994,944
                                                5.25  09/19/96     1,000,000        988,667
                                                                                 ----------
                                                                                  1,983,611
TOTAL INVESTMENTS IN SHORT-TERM SECURITIES
(Cost: $1,983,319)  ........................................................     $1,983,611
TOTAL INVESTMENTS IN SECURITIES
(Cost: $7,574,784) (c) .....................................................     $8,068,366
OTHER ASSETS AND LIABILITIES (NET) - 3.1%
 ............................................................................     $  260,540
TOTAL NET ASSETS
 ............................................................................     $8,328,906

          See Accompanying Notes to Schedule of Investments on page 13
</TABLE>


<TABLE>
<CAPTION>

                             SCHEDULE OF INVESTMENTS
                             IAI BALANCED PORTFOLIO

                                  June 30, 1996
          (percentage figures indicate percentage of total net assets)
                                   (unaudited)

COMMON STOCKS - 52.6%
                                    Market                                           Market
                        Quantity   Value (a)                              Quantity  Value (a)
<S>                      <C>     <C>           <C>                          <C>    <C>
CONSUMER DURABLES - 5.5%                        HEALTH TECHNOLOGY - 3.0%
Bandag                    300     $  14,40      Bristol-Myers Squibb         130    $11,700
Eastman Kodak             300       23,325      Merck                        100      6,463
Hasbro                    300       10,725      Pfizer                       150     10,706
Sturm Ruger               300       13,950      SmithKline Beecham ADR       100      5,437
                                    62,400                                           34,306
CONSUMER NON-DURABLES - 6.2%                    INDUSTRIAL SERVICES - 1.2%         
Coca-Cola                 320       15,640      Schlumberger ADR              40      3,370
Gillette                  200       12,475      WMX Technologies             300      9,825
Phillip Morris            300       31,200                                           13,195
UST                       300       10,275      NON-ENERGY MINERALS - 2.1%         
                                    69,590      Nucor                        200     10,125
CONSUMER SERVICES - 3.8%                        Schweitzer-Maudit            500     14,063
Media General Class A     300       11,175                                           24,188
Reader's Digest Class A   300       12,750      PRODUCER MANUFACTURING - 4.1%      
Walt Disney               300       18,862      General Electric             260     22,490
                                    42,787      Nordson                      200     11,300
ELECTRONIC TECHNOLOGY - 4.2%                    Tyco International           300     12,225
General Dynamics          200       12,400                                           46,015
Intel                     220       16,156      RETAIL TRADE - 4.1%                
Motorola                  300       18,863      Circuit City                 400     14,450
                                    47,419      Harcourt General             300     15,000
ENERGY MINERALS - 2.2%                          Wal-Mart                     650     16,494
British Petroleum ADR      70        7,481                                           45,944
Exxon                     200       17,375      TECHNOLOGY SERVICES - 1.0%         
                                    24,856      Electronic Data Systems      200     10,750
FINANCIAL - 11.1%                               
Aetna Life & Casualty     200       14,300      UTILITIES - 4.1%                           
American Express          300       13,388      AT&T                         300     18,600
Federal National          600       20,100      Cellular Communications      200     10,625
  Mortgage  Association                           Class A (b)                              
First USA                 100        5,500      FPL Group                    200      9,200
Leucadia National         400        9,800      MCI Communications           300      7,687
MBNA                      300        8,550                                           46,112
Norwest                   350       12,206      TOTAL INVESTMENTS IN COMMON STOCKS         
PMI Group                 300       12,750      (Cost: $579,731) ...............   $592,806
United Assets Management  700       17,150      
United Dominion Realty    800       11,500
  Trust
                                   125,244

          See Accompanying Notes to Schedule of Investments on page 13
</TABLE>


<TABLE>
<CAPTION>


U.S. GOVERNMENT OBLIGATIONS - 29.8%
                                                               Principal        Market
                                               Rate  Maturity   Amount        Value (a)
<S>                                           <C>    <C>       <C>          <C>
U.S. TREASURY NOTES - 21.7%
                                               6.00 % 11/30/97  $20,000      $   20,003
                                               6.13   09/30/00   25,000          24,707
                                               8.00   05/15/01   25,000          26,578
                                               7.50   11/15/01   25,000          26,098
                                               7.50   05/15/02   70,000          73,281
                                               6.25   02/15/03   75,000          73,676
                                                                             ----------
                                                                                244,343
U.S. TREASURY BOND - 8.1%
                                              10.75   05/15/03   75,000          91,887
TOTAL INVESTMENTS IN U.S. GOVERNMENT OBLIGATIONS
(Cost: $339,715) .......................................................     $  336,230
TOTAL INVESTMENTS IN LONG - TERM SECURITIES
(Cost: $919,446) .......................................................     $  929,036
TOTAL INVESTMENTS IN SECURITIES
(Cost: $919,446) (c) ...................................................     $  929,036
OTHER ASSETS AND LIABILITIES (NET) - 17.6%
 ........................................................................     $  198,953
TOTAL NET ASSETS
 ........................................................................     $1,127,989

          See Accompanying Notes to Schedule of Investments on page 13
</TABLE>

                            SCHEDULE OF INVESTMENTS
                             IAI RESERVE PORTFOLIO

                                 June 30, 1996
          (percentage figures indicate percentage of total net assets)
                                  (unaudited)
<TABLE>
<CAPTION>

U.S. GOVERNMENT OBLIGATIONS - 22.4%
                                                                 Principal      Market
                                                 Rate  Maturity   Amount       Value (a)
<S>                                             <C>   <C>       <C>          <C>
U.S. TREASURY BILLS - 22.4%
                                                 5.56% 08/22/96  $ 80,000     $ 79,430
                                                 5.54  02/06/97   100,000       96,822
                                                                              --------
                                                                               176,252
TOTAL INVESTMENTS IN U.S GOVERNMENT OBLIGATIONS
(Cost: $176,186) .........................................................    $176,252


U.S. GOVERNMENT AGENCY SECURITIES - 69.1%
                                                                 Principal      Market
                                                 Rate  Maturity   Amount       Value (a)
U.S. GOVERNMENT AGENCY DISCOUNT NOTES - 69.1%
Federal Farm Credit Bank                         5.36% 09/05/96  $150,000     $148,542
Federal Home Loan Bank                           7.29  03/20/97   100,000       96,216
Federal Home Loan Mortgage Corporation           6.18  09/11/96   150,000      148,410
Federal National Mortgage Association            6.28  07/09/96   150,000      149,825
                                                                               542,993
TOTAL INVESTMENTS IN U.S. GOVERNMENT AGENCY SECURITIES
(Cost: $542,881)  ........................................................    $542,993
TOTAL INVESTMENTS IN SECURITIES
(Cost: $719,067) (c) .....................................................    $719,245
OTHER ASSETS & LIABILITIES (NET) - 8.5%
 ..........................................................................   $  67,129
TOTAL NET ASSETS
 ..........................................................................   $ 786,374

          See Accompanying Notes to Schedule of Investments on page 13
</TABLE>


                       NOTES TO SCHEDULES OF INVESTMENTS
                           IAI RETIREMENT FUNDS, INC.

                                 June 30, 1996
                                  (unaudited)

                                      (a)
     Market value of securities is determined as described in Note 1 to the
                financial statements, under "Security Valuation".

                                      (b)
                    Currently non-income producing security.

                                      (c)
  At June 30, 1996, the cost of securities for federal income tax purposes and
the aggregate gross unrealized appreciation and depreciation based on that cost
                                were as follows:

                                IAI REGIONAL    IAI BALANCED   IAI RESERVE
                                PORTFOLIO       PORTFOLIO      PORTFOLIO
                                ------------    ------------   -----------

 Cost for federal income tax     $7,575,939      $919,448       $719,067

 Gross unrealized appreciation   $  668,629      $ 25,506       $    232
 Gross unrealized depreciation     (176,202)      (15,918)           (54)
 Net unrealized appreciation     $  492,427      $  9,588       $    178




<TABLE>
<CAPTION>
                      STATEMENTS OF ASSETS AND LIABILITIES
                           IAI RETIREMENT FUNDS, INC.

                                 June 30, 1996
                                  (Unaudited)

                                                                                  IAI REGIONAL   IAI BALANCED     IAI RESERVE
                                                                                   PORTFOLIO       PORTFOLIO       PORTFOLIO
                                                                                   ---------       ---------       ---------
<S>                                                                               <C>             <C>             <C>
ASSETS
   Investments in securities, at market
      (Cost: $7,574,784, $919,446, and $719,067 respectively)                      $8,068,366      $  929,036      $  719,245
   Cash in bank on demand deposit                                                     235,128         133,057          57,002
   Receivable for investment securities sold                                           17,318          52,704              --
   Dividends and accrued interest receivable                                            4,194           5,538              --
   Organization costs (Note 1)                                                          6,538           6,558           6,962
   Other                                                                                2,808           1,494           3,489
                                                                                   ----------      ----------      ----------
      TOTAL ASSETS                                                                  8,334,352       1,128,387         786,698
                                                                                   ----------      ----------      ----------

LIABILITIES
   Payable for investment securities purchased                                          4,519              --              --
   Accrued dividend-disbursing, administrative, and
      accounting fees                                                                      46             257             200
   Other accrued expenses                                                                 881             141             124
                                                                                   ----------      ----------      ----------
      TOTAL LIABILITIES                                                                 5,446             398             324
                                                                                   ----------      ----------      ----------
         NET ASSETS APPLICABLE TO OUTSTANDING CAPITAL STOCK                        $8,328,906      $1,127,989      $  786,374
                                                                                   ==========      ==========      ==========

REPRESENTED BY:
   Capital stock                                                                   $    5,720      $      942      $      785
   Additional paid-in capital                                                       7,440,820       1,067,673         784,600
   Undistributed net investment income                                                 20,012          10,287             780
   Accumulated net realized gains on investments                                      368,772          39,497              31
   Unrealized appreciation on investments                                             493,582           9,590             178
                                                                                   ----------      ----------      ----------
      TOTAL - REPRESENTING NET ASSETS APPLICABLE TO OUTSTANDING CAPITAL STOCK      $8,328,906      $1,127,989      $  786,374
                                                                                   ==========      ==========      ==========
      Shares of common stock outstanding; authorized 10 billion shares
         of $.01 par value stock of each Portfolio                                    572,007          94,241          78,456
                                                                                   ----------      ----------      ----------

      NET ASSET VALUE PER SHARE OF OUTSTANDING CAPITAL STOCK                       $    14.56      $    11.97      $    10.02
                                                                                   ==========      ==========      ==========

          See Accompanying Notes to Financial Statements on page 22
</TABLE>


<TABLE>
<CAPTION>
                            STATEMENTS OF OPERATIONS
                           IAI RETIREMENT FUNDS, INC.

                         SIX MONTHS ENDED JUNE 30, 1996
                                   (UNAUDITED)

                                                                   IAI REGIONAL  IAI BALANCED    IAI RESERVE
                                                                    PORTFOLIO     PORTFOLIO       PORTFOLIO
                                                                    ---------     ---------       ---------
<S>                                                                <C>           <C>            <C>
NET INVESTMENT INCOME
   Income:
      Interest                                                      $ 32,922      $ 12,485       $ 20,671
      Dividends (net of foreign income taxes withheld
           of $0, $11, and $0 respectively)                           21,129         3,660             --
                                                                    --------      --------       --------
        TOTAL INCOME                                                  54,051        16,145         20,671
                                                                    --------      --------       --------

   Expenses:
      Investment advisory fees                                        20,827         3,038          1,773
      Dividend-disbursing, administrative, and accounting fees         3,205           468            394
      Legal fees                                                         185           185            185
      Custodian fees                                                   4,090         2,730          1,820
      Amortization of organization costs                               1,256         1,256          1,256
      Compensation of directors                                          249            35             33
      Audit fees                                                       2,912         2,002          2,002
      Printing and shareholder reporting                                 733           369            369
      Registration fees                                                  530           530            530
      Other expenses                                                      42             9             22
                                                                    --------      --------       --------
        TOTAL EXPENSES                                                34,029        10,622          8,384
                                                                    --------      --------       --------
        Less fees reimbursed or waived by Advisers                        --        (4,771)        (5,016)
                                                                    --------      --------       --------
        NET EXPENSES                                                  34,029         5,851          3,368
                                                                    --------      --------       --------
          NET INVESTMENT INCOME                                       20,022        10,294         17,303
                                                                    --------      --------       --------

NET REALIZED AND UNREALIZED GAINS (LOSSES)
   Net realized gains on investments                                 370,022        39,509             38
   Net change in unrealized appreciation or depreciation on
      investment securities                                           94,665       (18,768)           (37)
                                                                    --------      --------       --------
          NET GAIN ON INVESTMENTS                                    464,687        20,741              1
                                                                    --------      --------       --------
          NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS      $484,709      $ 31,$35        $17,304
                                                                    ========      ========        =======

          See Accompanying Notes to Financial Statements on page 22
</TABLE>


<TABLE>
<CAPTION>
                       STATEMENTS OF CHANGES IN NET ASSETS
                           IAI RETIREMENT FUNDS, INC.

                             IAI REGIONAL PORTFOLIO

                                                                        Six months ended      Year ended
                                                                         June 30, 1996     December 31, 1995
                                                                         -------------     -----------------
<S>                                                                      <C>               <C>
OPERATIONS                                                                (UNAUDITED)
     Net investment income                                                $    20,022       $    27,460
     Net realized gains                                                       370,022           402,797
     Net change in unrealized appreciation or depreciation                     94,665           377,323
                                                                          -----------       -----------
        NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                  484,709           807,580
                                                                          -----------       -----------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                                                    (28,333)           (2,961)
     Net realized gains                                                      (399,948)               --
                                                                          -----------       -----------
        TOTAL DISTRIBUTIONS                                                  (428,281)           (2,961)
                                                                          -----------       -----------

CAPITAL SHARE TRANSACTIONS
     Net proceeds from sale of 242,649 and 284,186 shares                   3,620,008         3,496,985
     Net asset value of 29,614 and 250 shares issued to shareholders
         in reinvestment of distributions                                     430,883             2,976
     Cost of 60,652 and 5,480 shares redeemed                                (883,024)          (65,151)
                                                                          -----------       -----------
        Increase in net assets from capital share transactions              3,167,867         3,434,810
                                                                          -----------       -----------
        Total increase in net assets                                        3,224,295         4,239,429

            Net assets at beginning of period                               5,104,611           865,182
                                                                          -----------       -----------

            Net assets at end of period                                   $ 8,328,906       $ 5,104,611
                                                                          ===========       ===========
               (including undistributed net investment income of
                   $20,012 and $28,323)

          See Accompanying Notes to Financial Statements on page 22
</TABLE>



<TABLE>
<CAPTION>
                       STATEMENTS OF CHANGES IN NET ASSETS
                           IAI RETIREMENT FUNDS, INC.

                             IAI BALANCED PORTFOLIO

                                                                      Six months ended      Year ended
                                                                       June 30, 1996     December 31, 1995
                                                                       -------------     -----------------
<S>                                                                     <C>               <C>
OPERATIONS                                                               (UNAUDITED)
     Net investment income                                               $    10,294       $     8,739
     Net realized gains                                                       39,509            10,667
     Net change in unrealized appreciation or depreciation                   (18,768)           28,015
                                                                         -----------       -----------
        NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                  31,035            47,421
                                                                         -----------       -----------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                                                    (9,609)           (2,721)
     Net realized gains                                                      (10,009)               --
                                                                         -----------       -----------
        TOTAL DISTRIBUTIONS                                                  (19,618)           (2,721)
                                                                         -----------       -----------

CAPITAL SHARE TRANSACTIONS
     Net proceeds from sale of 32,046 and 51,989 shares                      384,961           595,671
     Net asset value of 1,644 and 243 shares issued to shareholders
        in reinvestment of distributions                                      19,608             2,721
     Cost of 4,324 and 7,482 shares redeemed                                 (52,109)          (84,648)
                                                                         -----------       -----------
        Increase in net assets from capital share transactions               352,460           513,744
                                                                         -----------       -----------
        Total increase in net assets                                         363,877           558,444

            Net assets at beginning of period                                764,112           205,668
                                                                         -----------       -----------

            Net assets at end of period                                  $ 1,127,989       $   764,112
                                                                         ===========       ===========
               (including undistributed net investment income of
                   $10,287 and $9,602)

          See Accompanying Notes to Financial Statements on page 22
</TABLE>


<TABLE>
<CAPTION>
                       STATEMENTS OF CHANGES IN NET ASSETS
                           IAI RETIREMENT FUNDS, INC.

                              IAI RESERVE PORTFOLIO

                                                                            Six months ended     Year ended
                                                                             June 30, 1996    December 31, 1995
                                                                             -------------    -----------------
<S>                                                                           <C>               <C>
OPERATIONS                                                                     (UNAUDITED)
     Net investment income                                                     $    17,303       $    35,152
     Net realized gains                                                                 38               391
     Net change in unrealized appreciation or depreciation                             (37)              215
                                                                               -----------       -----------
        NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                        17,304            35,758
                                                                               -----------       -----------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                                                         (19,137)          (34,624)
     Net realized gains                                                               (385)               --
                                                                               -----------       -----------
        TOTAL DISTRIBUTIONS                                                        (19,522)          (34,624)
                                                                               -----------       -----------

CAPITAL SHARE TRANSACTIONS
     Net proceeds from sale of 26,677 and 110,373 shares                           267,892         1,109,346
     Net asset value of 1,943 and 3,456 shares issued to shareholders
        in reinvestment of distributions                                            19,483            34,694
     Cost of 34,122 and 84,066 shares redeemed                                    (342,887)         (844,916)
                                                                               -----------       -----------
        Increase (decrease) in net assets from capital share transactions          (55,512)          299,124
                                                                               -----------       -----------
        Total increase (decrease) in net assets                                    (57,730)          300,258

            Net assets at beginning of period                                      844,104           543,846
                                                                               -----------       -----------

            Net assets at end of period                                        $   786,374       $   844,104
                                                                               ===========       ===========
               (including undistributed net investment income of
                   $780 and $2,614)

          See Accompanying Notes to Financial Statements on page 22
</TABLE>



<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                           IAI RETIREMENT FUNDS, INC.
                             IAI REGIONAL PORTFOLIO

             PER SHARE DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING
               THROUGHOUT EACH PERIOD AND SELECTED INFORMATION FOR
                      EACH PERIOD INDICATED ARE AS FOLLOWS:

                                                                                                           Period from
                                                                 Six months ended      Year ended     January 31, 1994 * to
                                                                  June 30, 1996     December 31,1995    December 31, 1994
                                                                  -------------     ----------------    -----------------
<S>                                                              <C>                 <C>                  <C>
   NET ASSET VALUE                                                 (UNAUDITED)
   Beginning of period                                            $      14.16        $      10.62         $    10.00
                                                                  ------------        ------------         ----------
                                                                                                           
OPERATIONS                                                                                                 
   Net investment income                                                  0.01                0.06               0.03
   Net realized and unrealized gains                                      1.18                3.50               0.59
                                                                  ------------        ------------         ----------
       TOTAL FROM OPERATIONS                                              1.19                3.56               0.62
                                                                  ------------        ------------         ----------
                                                                                                           
DISTRIBUTIONS TO SHAREHOLDERS FROM:                                                                        
   Net investment income                                                 (0.05)              (0.02)                --
   Net realized gains                                                    (0.74)                 --                 --
                                                                  ------------        ------------         ----------
       TOTAL DISTRIBUTIONS                                               (0.79)              (0.02)                --
                                                                  ------------        ------------         ----------
                                                                                                           
NET ASSET VALUE                                                                                            
   End of period                                                  $      14.56        $      14.16         $    10.62
                                                                  ------------        ------------         ----------
                                                                                                           
Total investment return**                                                 8.45%              33.51%              6.20%
                                                                                                           
Net assets at end of period (000's omitted)                       $      8,329        $      5,105          $     865
                                                                                                           
RATIOS:                                                                                                    
   Expenses to average daily net assets                                   1.07%***            1.37%+             1.13%***+
   Expenses to average daily net assets (NET OF                                                            
       EXPENSES PAID INDIRECTLY)                                           n/a                1.25%               n/a
   Net investment income to average daily net assets                      0.63%***            1.12%+             0.81%***+
   Portfolio turnover rate (excluding short-term securities)              40.1%              156.0%             127.6%
                                                                                                        

*        COMMENCEMENT OF OPERATIONS

**       TOTAL INVESTMENT RETURN IS BASED ON THE CHANGE IN NET ASSET VALUE OF A
         SHARE DURING THE PERIOD AND ASSUMES REINVESTMENT OF ALL DISTRIBUTIONS
         AT NET ASSET VALUE.

***      ANNUALIZED

+        THE PORTFOLIO'S ADVISER VOLUNTARILY WAIVED $6,737, AND $7,455 IN
         EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1995, AND THE PERIOD ENDED
         DECEMBER 31, 1994, RESPECTIVELY. IF THE PORTFOLIO HAD BEEN CHARGED
         THESE EXPENSES, THE RATIO OF EXPENSES TO AVERAGE DAILY NET ASSETS WOULD
         HAVE BEEN 1.64%, AND 3.90%, RESPECTIVELY, AND THE RATIO OF NET
         INVESTMENT INCOME (LOSS) TO AVERAGE DAILY NET ASSETS WOULD HAVE BEEN
         .85%, AND (1.96%), RESPECTIVELY. IN FISCAL YEAR 1995 THE RATIO OF
         EXPENSES TO AVERAGE DAILY NET ASSETS INCLUDES EXPENSES PAID INDIRECTLY
         BY THE PORTFOLIO. PRIOR PERIOD EXPENSE RATIOS HAVE NOT BEEN ADJUSTED.
</TABLE>
          See Accompanying Notes to Financial Statements on page 22


<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS
                           IAI RETIREMENT FUNDS, INC.

                             IAI BALANCED PORTFOLIO

             PER SHARE DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING
               THROUGHOUT EACH PERIOD AND SELECTED INFORMATION FOR
                            EACH PERIOD INDICATED ARE AS FOLLOWS:

                                                                                                           Period from
                                                                  Six months ended     Year ended     February 3, 1994 * to
                                                                   June 30, 1996    December 31,1995    December 31, 1994
                                                                   -------------    ----------------    -----------------
<S>                                                              <C>                 <C>               <C>
   NET ASSET VALUE                                                 (UNAUDITED)
   Beginning of period                                            $      11.78        $    10.22           $    10.00
                                                                  ------------        ----------           ----------
                                                                                                           
OPERATIONS                                                                                                 
   Net investment income                                                  0.06              0.09                 0.10
   Net realized and unrealized gains                                      0.34              1.56                 0.12
                                                                  ------------        ----------           ----------
       TOTAL FROM OPERATIONS                                              0.40              1.65                 0.22
                                                                  ------------        ----------           ----------
                                                                                                           
DISTRIBUTIONS TO SHAREHOLDERS FROM:                                                                        
   Net investment income                                                 (0.10)            (0.09)                  --
   Net realized gains                                                    (0.11)               --                   --
                                                                  ------------        ----------           ----------
       TOTAL DISTRIBUTIONS                                               (0.21)            (0.09)                  --
                                                                  ------------        ----------           ----------
                                                                                                           
NET ASSET VALUE                                                                                            
   End of period                                                  $      11.97        $    11.78           $    10.22
                                                                  ------------        ----------           ----------
                                                                                                           
Total investment return**                                                 3.41%            16.21%                2.20%
                                                                                                           
Net assets at end of period (000's omitted)                       $      1,128        $      764           $      206
                                                                                                           
RATIOS:                                                                                                    
   Expenses to average daily net assets****                               1.25%***          1.70%                1.25%***
   Expenses to average daily net assets (NET OF                                                            
       EXPENSES PAID INDIRECTLY)                                           n/a              1.25%                 n/a
   Net investment income to average daily net assets****                  2.21%***          2.34%                2.28%***
   Portfolio turnover rate (excluding short-term securities)              79.0%             56.0%                21.6%


*        COMMENCEMENT OF OPERATIONS

**       TOTAL INVESTMENT RETURN IS BASED ON THE CHANGE IN NET ASSET VALUE OF A
         SHARE DURING THE PERIOD AND ASSUMES REINVESTMENT OF ALL DISTRIBUTIONS
         AT NET ASSET VALUE

***      ANNUALIZED

****     THE PORTFOLIO'S ADVISER VOLUNTARILY WAIVED $4,771, $13,428, AND $7,756
         IN EXPENSES FOR THE SIX MONTHS ENDED JUNE 30, 1996, THE YEAR ENDED
         DECEMBER 31, 1995, AND THE PERIOD ENDED DECEMBER 31, 1994,
         RESPECTIVELY. IF THE PORTFOLIO HAD BEEN CHARGED THESE EXPENSES, THE
         RATIO OF EXPENSES TO AVERAGE DAILY NET ASSETS WOULD HAVE BEEN 2.28%,
         5.29%, AND 10.33%, RESPECTIVELY, AND THE RATIO OF NET INVESTMENT INCOME
         (LOSS) TO AVERAGE DAILY NET ASSETS WOULD HAVE BEEN 1.18%, (1.25%), AND
         (6.80%), RESPECTIVELY. IN FISCAL YEAR 1995 THE RATIO OF EXPENSES TO
         AVERAGE DAILY NET ASSETS INCLUDES EXPENSES PAID INDIRECTLY BY THE
         PORTFOLIO. PRIOR PERIOD EXPENSE RATIOS HAVE NOT BEEN ADJUSTED.
</TABLE>

          See Accompanying Notes to Financial Statements on page 22

<TABLE>
<CAPTION>
                              FINANCIAL HIGHLIGHTS

                           IAI RETIREMENT FUNDS, INC.
                              IAI RESERVE PORTFOLIO

             PER SHARE DATA FOR A SHARE OF CAPITAL STOCK OUTSTANDING
               THROUGHOUT EACH PERIOD AND SELECTED INFORMATION FOR
                      EACH PERIOD INDICATED ARE AS FOLLOWS:

                                                                                                        Period from
                                                              Six months ended       Year ended      April 7, 1994 * to
                                                               June 30, 1996      December 31,1995   December 31, 1994
                                                               -------------      ----------------   -----------------
<S>                                                            <C>                 <C>                 <C>
   NET ASSET VALUE                                             (UNAUDITED)
   Beginning of period                                          $    10.05          $    10.03          $    10.00
                                                                ----------          ----------          ----------
                                                                                                        
OPERATIONS                                                                                              
   Net investment income                                              0.22                0.48                0.20
   Net realized and unrealized gains (losses)                        (0.01)               0.02                0.02
                                                                ----------          ----------          ----------
       TOTAL FROM OPERATIONS                                          0.21                0.50                0.22
                                                                ----------          ----------          ----------
                                                                                                        
DISTRIBUTIONS TO SHAREHOLDERS FROM:                                                                     
   Net investment income                                             (0.24)              (0.48)              (0.19)
                                                                ----------          ----------          ----------
       TOTAL DISTRIBUTIONS                                           (0.24)              (0.48)              (0.19)
                                                                ----------          ----------          ----------
                                                                                                        
NET ASSET VALUE                                                                                         
   End of period                                                $    10.02          $    10.05          $    10.03
                                                                ==========          ==========          ==========
                                                                                                        
Total investment return**                                             2.20%               5.09%               2.25%
                                                                                                        
Net assets at end of period (000's omitted)                     $      786         $       844          $      544
                                                                                                        
RATIOS:                                                                                                 
   Expenses to average daily net assets****                           0.85%***            1.03%               0.85%***
   Expenses to average daily net assets (NET OF                                                         
       EXPENSES PAID INDIRECTLY)                                       n/a                0.85%                n/a
   Net investment income to average daily net assets****              4.39%***            4.84%               3.56%***


*        COMMENCEMENT OF OPERATIONS
 
**       TOTAL INVESTMENT RETURN IS BASED ON THE CHANGE IN NET ASSET VALUE OF A
         SHARE DURING THE PERIOD AND ASSUMES REINVESTMENT OF ALL DISTRIBUTIONS
         AT NET ASSET VALUE.

***      ANNUALIZED

****     THE PORTFOLIO'S ADVISER VOLUNTARILY WAIVED $5,016, $11,528, AND $6,930
         IN EXPENSES FOR THE SIX MONTHS ENDED JUNE 30, 1996, THE YEAR ENDED
         DECEMBER 31, 1995, AND THE PERIOD ENDED DECEMBER 31, 1994,
         RESPECTIVELY. IF THE PORTFOLIO HAD BEEN CHARGED THESE EXPENSES, THE
         RATIO OF EXPENSES TO AVERAGE DAILY NET ASSETS WOULD HAVE BEEN 2.13%,
         2.62%, AND 4.62%, RESPECTIVELY, AND THE RATIO OF NET INVESTMENT INCOME
         (LOSS) TO AVERAGE DAILY NET ASSETS WOULD HAVE BEEN 3.11%, 3.25%, AND
         (.21%), RESPECTIVELY. IN FISCAL YEAR 1995 THE RATIO OF EXPENSES TO
         AVERAGE DAILY NET ASSETS INCLUDES EXPENSES PAID INDIRECTLY BY THE
         PORTFOLIO. PRIOR PERIOD EXPENSE RATIOS HAVE NOT BEEN ADJUSTED.
</TABLE>
          See Accompanying Notes to Financial Statements on page 22


                          NOTES TO FINANCIAL STATEMENTS
                           IAI RETIRMENT FUNDS, INC.

                                 JUNE 30, 1996
                                  (UNAUDITED)

                 [1] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

IAI Retirement Funds, Inc. is registered under the Investment Company Act of
1940 (as amended) as a diversified, open-end management investment company. IAI
Regional Portfolio (Regional Portfolio), IAI Balanced Portfolio (Balanced
Portfolio) and IAI Reserve Portfolio (Reserve Portfolio) are separate portfolios
of IAI Retirement Funds, Inc. Portfolio shares are not offered directly to the
public, but sold only to selected insurance companies' separate accounts in
connection with variable life insurance policies or variable annuity contracts.
The Regional Portfolio has a primary objective of long-term appreciation through
investments in equity securities. The Balanced Portfolio has a primary objective
of maximum total return through investment in stocks, bonds and short-term
instruments. The Reserve Portfolio has a primary objective of providing a high
level of current income consistent with the preservation of capital and
liquidity. This report covers only the Regional Portfolio, Balanced Portfolio
and Reserve Portfolio (the Portfolios).

Significant accounting policies followed by the Portfolios are summarized below:

SECURITY VALUATION
Investments in securities traded on national securities exchanges are valued at
the last reported sales price at the close of each business day. Securities
traded on the over-the-counter market are valued at the last reported sales
price or if the last reported sales price is not available, the last reported
bid price is used.

The values of debt securities are determined using pricing services or prices
quoted by independent brokers. Short-term securities with maturities of 60 days
or less from the date of initial acquisition are valued at amortized cost.
Short-term securities with maturities greater than 60 days from the date of
initial acquisition are marked-to-market on a daily basis.

FEDERAL TAXES
Since it is each Portfolio's policy to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all taxable income to shareholders, no provision for income taxes is
required.

Net investment income and net realized gains may differ for financial statement
and tax purposes primarily because of the deferral of "wash sale" losses for tax
purposes. The character of distributions made during the year for net investment
income or net realized gains may also differ from its ultimate characterization
for tax purposes.

SECURITY TRANSACTIONS AND INVESTMENT INCOME
The Portfolios record security transactions on trade date, the date the
securities are purchased or sold. Dividend income is recorded on the ex-dividend
date. Interest income, including level yield amortization of discount, is
accrued daily. Security gains and losses are determined on the basis of
identified cost, which is the same basis used for federal income tax purposes.

DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders are recorded on the ex-date. Distributions from
net investment income are made annually for Regional Portfolio and Balanced
Portfolio and monthly for Reserve Portfolio. Capital gains, if any, are
primarily distributed in June. Additional capital gains distributions as needed
to comply with federal tax regulations are distributed during the year.

ORGANIZATION COSTS
Organization costs are being amortized over 60 months on a straight-line basis.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported results of operations during the reporting period. Actual results
could differ from those estimates.


                        [2] COMMITMENTS AND CONTINGENCIES

Regional Portfolio, Balanced Portfolio and Reserve Portfolio have available
lines of credit of $750,000, $100,000 and $200,000, respectively, with a bank at
the prime interest rate. To the extent funds are drawn against the line,
securities are held in a segregated account. No compensating balances or
commitment fees are required under the line of credit. During the six months
ended June 30, 1996, the Portfolios paid no interest on the line of credit.
There were no borrowings outstanding at June 30, 1996.


                              [3] FEES AND EXPENSES

Under the terms of an investment advisory agreement, Regional Portfolio,
Balanced Portfolio and Reserve Portfolio pay Investment Advisers, Inc.
(Advisers) a management fee based upon average daily net assets equal, on an
annual basis, to .65%, .65% and .45%, respectively.

Each Portfolio also pays an annual fee to Advisers for acting as the Portfolios'
dividend-disbursing, administrative, and accounting services agent. The fee is
based on an annual rate of .10% of average daily net assets for each Portfolio.

In addition to the advisory and dividend-disbursing, administrative, and
accounting services fees, the Portfolios are responsible for paying their
operating expenses, including costs incurred in the purchase and sale of assets.
Advisers has currently voluntarily agreed to waive expenses for Balanced
Portfolio and Reserve Portfolio in excess of 1.25% and .85%, respectively, of
average daily net assets.


                           [4] INVESTMENT TRANSACTIONS

PURCHASES AND SALES OF SECURITIES
For the period ended June 30, 1996, purchases of securities and sales proceeds,
including maturities, for the Reserve Portfolio aggregated $1,129,639 and
$1,239,120, respectively. Purchases of securities and sales proceeds, other than
investments in short-term securities for Regional Portfolio and Balanced
Portfolio, were as follows:


                            PURCHASES         SALES

IAI REGIONAL PORTFOLIO      $3,612,475      $2,016,015
IAI BALANCED PORTFOLIO      $  876,382      $  621,320





                                   DISTRIBUTOR
                              IAI Securities, Inc.

                               INVESTMENT ADVISER
                                   AND MANAGER
                            Investment Advisers, Inc.
                                  P.O. Box 357
                         Minneapolis, MN 55440-0357 USA
                                  800.945.3863
                                  612.376.2700

                                    CUSTODIAN
                          Norwest Bank Minnesota, N.A.
                               Sixth and Marquette
                              Minneapolis, MN 55479

                                  LEGAL COUNSEL
                              Dorsey & Whitney LLP
                             220 South Sixth Street
                              Minneapolis, MN 55402

                              INDEPENDENT AUDITORS
                              KPMG Peat Marwick LLP
                               4200 Norwest Center
                              Minneapolis, MN 55402

                                    DIRECTORS
                                 Madeline Betsch
                               W. William Hodgson
                                 George R. Long
                                  Noel P. Rahn
                              Richard E. Struthers
                                J. Peter Thompson
                               Charles H. Withers


                                   [LOGO] IAI
                                  MUTUAL FUNDS

                            INVESTMENT ADVISERS, INC.
   3700 FIRST BANK PLACE, P.O. BOX 357, MINNEAPOLIS, MINNESOTA 55440-0357 USA
                                FAX 612.376.2737

                                  800.945.3863
                                  612.376.2700



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