SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Solicitation Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

IAA TRUST GROWTH FUND, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
|X| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or Item 22(a)(2) of
Schedule 14A.
|_| $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:
..................................................................
2) Aggregate number of securities to which transaction applies:
..................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
..................................................................
4) Proposed maximum aggregate value of transaction:
..................................................................
5) Total fee paid:
..................................................................
|_| Fee paid previously under preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $125
2) Form, Schedule or Registration Statement No.: Fedwire #0809
3) Filing Party: Fund/Plan Services, Inc.
4) Date Filed: 8/19/1996

IAA TRUST GROWTH FUND, INC.
808 IAA Drive, Bloomington, Illinois 61702 o Phone (309) 557-3222

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 30, 1996

TO THE STOCKHOLDERS OF IAA TRUST GROWTH FUND, INC.

NOTICE IS HEREBY GIVEN THAT the ANNUAL MEETING OF STOCKHOLDERS (the
'Meeting') of IAA Trust Growth Fund, Inc., (the 'Fund'), will be held on
September 30, 1996, at 1:00 p.m. Central Daylight Savings Time, at the Earl
Smith Hall of the Illinois Agricultural Association Building, 1701 Towanda
Avenue, Bloomington, Illinois, 61702. The following matters will be acted upon
at that time:

(1) To elect seven (7) Directors for the ensuing year; and

(2) To consider and vote upon the ratification or rejection of the
selection by the Board of Directors of the firm of Coopers &
Lybrand, L.L.P. as auditors and accountants for the fiscal year
ending June 30, 1997; and

(3) To transact such other business as may properly come before the
Meeting, or any adjournment thereof.

Stockholders of record of the Fund at the close of business on August 1,
1996, are entitled to notice of, and to vote on, the proposals at the Meeting,
or any adjournment thereof. Any stockholder giving the solicited proxy has the
power to revoke it at any time before it is exercised by giving written notice
to the Fund, by signing a later proxy, or by appearing at the annual meeting to
vote in person.

Stockholders are invited to attend in person. If you plan to attend the
Meeting, so indicate on the enclosed proxy and return it promptly in the
enclosed envelope. No postage is required if mailed in the United States.
Whether you will be able to attend or not, PLEASE VOTE, SIGN AND DATE THE PROXY
AND RETURN IT PROMPTLY.

By Order of the Board of Directors
/s/ Paul M. Harmon
-------------------------------
August 19, 1996 Paul M. Harmon
Secretary

PLEASE RETURN YOUR PROXY IMMEDIATELY

IAA TRUST GROWTH FUND, INC.
808 IAA Drive, Bloomington, Illinois 61702 o Phone (309) 557-3222

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS -- SEPTEMBER 30, 1996

GENERAL INFORMATION

The Board of Directors of IAA Trust Growth Fund, Inc. (the 'Fund'), submits
this statement in connection with its solicitation of proxies from the Fund's
Stockholders for the Annual Meeting of Stockholders of the Fund to be held on
September 30, 1996, at 1:00 p.m. Central Daylight Savings Time, at the Earl
Smith Hall of the Illinois Agricultural Association Building, 1701 Towanda
Avenue, Bloomington, Illinois, 61702 for the purposes set forth in the
accompanying Notice of Meeting of Stockholders. This Proxy Statement and the
accompanying form of proxy was first mailed to stockholders on or about August
19, 1996.

Any stockholder giving the solicited proxy has the power to revoke it any
time before it is exercised by giving written notice to the Fund, by signing a
later proxy, or by appearing at the annual meeting to vote in person.

Proxies will be voted in accordance with the Stockholder's specifications
and if no specifications are made proxies will be voted FOR the particular
proposal.

On August 1, 1996, the Fund had outstanding 4,739,419.760 shares of common
stock. Each share is entitled to one vote per share, with proportionate voting
for fractional shares. Only Stockholders of record at the close of business on
August 1, 1996, will be entitled to notice of, and to vote at this meeting.

As of August 1, 1996, those persons who are known to be the beneficial
owners of more than five percent of the Fund's common stock are:

NAME AND ADDRESS OF NUMBER OF
BENEFICIAL OWNER SHARES HELD PERCENTAGE
- ------------------------------ ------------ -----------

IAATCO 1,896,429 40.01%
c/o IAA Trust Company
808 IAA Drive
Bloomington, IL 61702

Country Life 455,787 9.61%
Insurance Company
P.O. Box 2000
Bloomington, IL 61702-2000

Approximately 99.99% of the issued and outstanding stock of Country Life is
owned by Illinois Agricultural Holding Co. and 98.30% of the shares of the
latter company are owned by Illinois Agricultural Association of 1701 Towanda
Avenue, Bloomington, Illinois, an Illinois not-for-profit corporation to promote
agriculture and the mutual interests of its members therein.

As of August 1, 1996, the common stock of the Fund beneficially owned by
its officers, directors and director nominees was:

NAME OF BENEFICIAL OWNERS SHARES(1) PERCENTAGE
- -------------------------------------------------------------------------------------------------------------------

Herbert G. Allen, Director and Nominee 1,407.950 *
Nancy J. Erickson, Director and Nominee 0
William E. Klein, Sr., Director and Nominee 0
Ailene Miller, Director and Nominee 245.399 *
Ronald R. Warfield, Director and Nominee 1,210.896 *
Rollie D. Moore, Nominee 1,184.281 *
Charlot R. Cole, Nominee 435.067 *
----------
----------
Directors and Officers as a Group 4,483.593

* Owns less than one percent of the Fund's outstanding common stock.

(1) Shares held with sole power over voting and disposition except as noted.

1. ELECTION OF DIRECTORS
(Information Pertains to an Item to be Submitted to Stockholders at the Annual
Meeting)

The by-laws of the Fund provide for a Board of seven (7) Directors to be
elected to hold office until their successors shall have been elected and
qualified. Unless otherwise directed by the stockholders giving such proxies,
the persons named in the enclosed proxy are committed to vote the shares
represented by the proxies given to them for the seven (7) nominees designated
by the Board of Directors who are hereinafter named. The Fund does intend to
appoint a nominating or similar committee at its September Board of Directors
meeting. The disinterested nominees have been agreed to by the disinterested
directors.

All of the nominees, except for Ronald R. Warfield, Nancy J. Erickson,
Rollie D. Moore, and Charlot R. Cole were most recently elected as directors of
the Fund at the Annual Meeting of Stockholders held on September 27, 1993, to
serve until the next meeting of stockholders or until their successors are
elected and qualified. All nominees have consented to serve and the Board of
Directors has no reason to believe that any of the persons named will become
unavailable for election. Should any nominee withdraw from the election or
otherwise be unable to serve, the named proxies will vote for the election of
such substitute nominee as the Board of Directors may recommend, unless a
decision is made to reduce the number of directors serving on the Board.

The following information is furnished with respect to the nominees.

DIRECTORS AND NOMINEES

LENGTH OF
NAME OF NOMINEE AGE SERVICE PRINCIPAL OCCUPATION(S) FOR LAST FIVE YEARS
- -------------------------------------------------------------------------------------------------------------------------

Ronald R. Warfield(2) 51 Since 1994 Director and President: Illinois Agricultural Association,
Illinois Agricultural Holding Co., CC Services, Inc.(4), Country
Casualty Insurance Company, Country Investors Life Assurance
Company, Country Life Insurance Company, Country Mutual Insurance
Company, and Country Preferred Insurance Company, 1993 to date;
Director: AgriVisor Services, Inc., Country Capital Management
Company, and IAA Trust Company, 1993 to date; Coordinating
Committee Member of GROWMARK, Inc. and Chairman, Board of
Trustees, IAA Foundation(2), 1993 to date; Director and President:
IAA Trust Growth Fund, Inc., IAA Trust Asset Allocation Fund,
Inc., IAA Trust Tax Exempt Bond Fund, Inc., IAA Trust Taxable
Fixed Income Series Fund, Inc.(1), Illinois Agricultural Service
Company; President of AgriVisor Services, Inc., and IAA Trust
Company, 1994 to date; Chairman of the Board: Country Capital
Management Company, 1994 to date; Director and President; Country
Medical Plans, Inc., 1996 to date. Director: Bank of Gibson City,
1989 to date. Director: American Farm Bureau Federation and
certain of its affiliated companies, 1995 to date. Farmer.

Herbert G. Allen 65 Since 1987 Director: IAA Trust Growth Fund, Inc., IAA Trust Asset Allocation
Fund, Inc., IAA Trust Tax Exempt Bond Fund, Inc., and IAA Trust
Taxable Fixed Income Series Fund, Inc.(1), 1987 to date. Farmer.

Nancy J. Erickson 38 Since 1995 President of McHatton Farm Management, Inc., 1981 to date;
Director: IAA Growth Fund, Inc., IAA Trust Asset Allocation Fund,
Inc., IAA Trust Tax Exempt Bond Fund, Inc., and IAA Trust Taxable
Fixed Income Series Fund, Inc.(1), 1995 to date. Farmer.

William E. Klein, Sr.(2) 67 Since 1993 Director: Illinois Agricultural Association, Illinois Agricultural
Holding Co., CC Services, Inc.(4), Country Casualty Insurance
Company, Country Investors Life Assurance Company, Country Life
Insurance Company, Country Mutual Insurance Company, and Country
Preferred Insurance Company, 1988 to date; Director: Country
Capital Management Company, 1992 to date; Director: IAA Trust
Growth Fund, Inc., IAA Trust Asset Allocation Fund, Inc., IAA
Trust Tax Exempt Bond Fund, Inc., and IAA Trust Taxable Fixed
Income Series Fund, Inc.(1), 1993 to date; Director: Country
Medical Plans, Inc., 1996 to date. Farmer.

Ailene Miller 69 Since 1991 McLean County (Illinois) Board Member: 1986 to date; Member: IAA
Foundation(2), Trustee-Emeritus, 1988 to date; Director: IAA Trust
Growth Fund, Inc., IAA Trust Asset Allocation Fund, Inc., IAA
Trust Tax Exempt Bond Fund, Inc., and IAA Trust Taxable Fixed
Income Series Fund, Inc.(1), 1991 to date.

Rollie D. Moore 46 Nominee Director and Vice President: Illinois Agricultural Association,
Illinois Agricultural Holding Co., CC Services, Inc.(4), Country
Capital Management Company, Country Casualty Insurance Company,
Country Investors Life Assurance Company, Country Life Insurance
Company, Country Mutual Insurance Company, and Country Preferred
Insurance Company, 1993 to date; Director: IAA Trust Company, 1993
to date; Vice Chairman, Board of Trustees, IAA Foundation(2), 1993
to date; Vice President: IAA Trust Growth Fund, Inc., IAA Trust
Asset Allocation Fund, Inc., IAA Trust Tax Exempt Bond Fund, Inc.,
and IAA Trust Taxable Fixed Income Series Fund, Inc.(1), 1994 to
date; Vice President: IAA Trust Company, 1994 to date; Director:
AgriVisor Services, Inc. and Illinois Agricultural Service
Company, 1994 to date; Coordinating Committee Member of GROWMARK,
Inc., 1994 to date. Director and Vice President; Country Medical
Plans, Inc., 1996 to date. Farmer. Previously served as Director:
Illinois Agricultural Association, Illinois Agricultural Holding
Co., CC Services, Inc.(4), Country Casualty Insurance Company,
Country Investors Life Assurance Company, Country Life Insurance
Company, Country Mutual Insurance Company, and Country Preferred
Insurance Company, 1984 to 1992; Country Capital Management
Company, 1989 to 1992; IAA Trust Growth Fund, Inc., IAA Trust
Asset Allocation Fund, Inc., IAA Trust Tax Exempt Bond Fund, Inc.,
and IAA Trust Taxable Fixed Income Series Fund, Inc., 1989 to
1993; AgriVisor Services, Inc., 1991 to 1992.

Charlot R. Cole 55 Nominee Property Developer, 1979 to date; Member of Macoupin-Greene County
Cooperation Extension Council (Formerly Macoupin County
Cooperative Extension Council), 1992 to date and President 1995 to
date; Secretary/Treasurer; Cole Farms, Inc., 1993 to date. Farmer.

EXECUTIVE OFFICERS

Following is a list of the Fund's executive officers who are neither
directors nor director nominees:

LENGTH OF
NAME OF OFFICER AGE SERVICE PRINCIPAL OCCUPATION(S) FOR LAST FIVE YEARS
- -------------------------------------------------------------------------------------------------------------------------

Wayne A. Brown 61 Since 1994 Senior Vice President: IAA Trust Company, 1996 to date (prior
Vice-President thereto Senior Vice President--Investments); Assistant Treasurer:
Country Life Insurance Company, 1980 to date; Vice President: IAA
Trust Growth Fund, Inc., IAA Trust Asset Allocation Fund, Inc.,
IAA Trust Tax Exempt Bond Fund, Inc., and IAA Trust Taxable Fixed
Income Series Fund, Inc.(1), 1994 to date.

Gary E. Mede 58 Since 1978 Executive Vice President: IAA Trust Company, 1977 to date; Vice
Vice-President President--Investments: Country Capital Management Company, 1977
to date; Vice President: IAA Trust Growth Fund, Inc., IAA Trust
Asset Allocation Fund, Inc., and IAA Trust Tax Exempt Bond Fund,
Inc., 1978 to date; IAA Trust Taxable Fixed Income Series Fund,
Inc.(1), 1981 to date.

Richard M. Miller 58 Since 1992 Senior Vice President and Senior Trust Officer: IAA Trust Company,
Vice-President 1991 to date (prior thereto Senior Vice President and Trust
Officer); Vice President: IAA Trust Growth Fund, Inc., IAA Trust
Asset Allocation Fund, Inc., IAA Trust Tax Exempt Bond Fund, Inc.,
and IAA Trust Taxable Fixed Income Series Fund, Inc.(1), 1992 to
date.
Paul M. Harmon 53 Since 1995 Deputy General Counsel: Illinois Agricultural Association and
Secretary Affiliated Companies, 1991 to date. Secretary: IAA Trust Growth
Fund, Inc., IAA Trust Asset Allocation Fund, Inc., IAA Trust Tax
Exempt Bond Fund, Inc., IAA Trust Taxable Fixed Income Series
Fund, Inc.(1), and Country Capital Management Company, 1995 to
date; IAA Trust Company, 1996 to date.
Robert W. Weldon 61 Since 1975 Vice President--Finance and Treasurer: IAA Trust Company, Illinois
Treasurer Agricultural Association, Country Life Insurance Company, Country
Mutual Insurance Company, Country Casualty Insurance Company,
Country Preferred Insurance Company, and Country Capital
Management Company, 1974 to date; Director and Treasurer: Illinois
Agricultural Service Company, 1974 to date; Vice
President--Finance and Treasurer: CC Services, Inc.(4), 1975 to
date; Country Investors Life Assurance Company, 1981 to date;
Country Medical Plans, Inc., 1996 to date; Treasurer: Illinois
Agricultural Holding Co., 1974 to date; Illinois Agricultural
Auditing Association, 1975 to date; IAA Trust Growth Fund, Inc.,
1975 to date; IAA Trust Asset Allocation Fund, Inc. and IAA Trust
Tax Exempt Bond Fund, Inc., 1978 to date; IAA Trust Taxable Fixed
Income Series Fund, Inc.(1), 1981 to date; AgriVisor Services,
Inc., 1984 to date.
Richard F. Day 55 Since 1992 Controller: IAA Trust Company, 1974 to date; IAA Trust Growth
Controller Fund, Inc., IAA Trust Asset Allocation Fund, Inc., IAA Trust Tax
Exempt Bond Fund, Inc., and IAA Trust Taxable Fixed Income Series
Fund, Inc.(1), 1992 to date.

(1) IAA Trust Taxable Fixed Income Series Fund, Inc. was formerly IAA Trust Money Market Fund, Inc.
(2) Interested directors. All directors classified by the Fund as interested directors also serve as directors of
Illinois Agricultural Association (IAA), Illinois Agricultural Holding Co. (IAHC), Country Life Insurance
Company (CLIC) and Country Capital Management Company (CCMC). IAH Cowns 99.9% of the outstanding stock of
CLIC and 100% of the outstanding stock of IAA Trust Company (IAATC). Ronald R. Warfield and Rollie D. Moore
also serve as directors of IAATC and as President and Vice President respectively, of CLIC, IAATC, IAHC and
IAA. Ronald R. Warfield is Chairman of the Board of CCMC and Rollie D. Moore is Vice President. As of August
1, 1996, 1,932,541.698 shares, or 40.78% of the issued and outstanding capital stock of the Fund were owned
of record by IAATC, 1701 Towanda Avenue, Bloomington, Illinois.
(3) The mailing address for all the Funds' Officers and Directors is in care of the IAA Trust Funds, 808 IAA
Drive, Bloomington, Illinois 61702.
(4) CC Services, Inc. was organized to provide insurance brokerage, administrative, marketing and other services
to the insurance companies affiliated with the Illinois Agricultural Association.

Directors of the Fund are entitled to $200 for each day or a portion
thereof spent in a meeting or meetings of the Board of Directors or while
engaged in special work authorized by the President or the Board of Directors
and to reimbursement of expenses for each directors' meeting attended or while
engaged in special work authorized by the President or by the Board of
Directors, but no fees are paid to any director if such director is also a
director, officer or employee of the investment adviser of the Fund. Directors
and officers receive no other compensation from the Fund

for their services. During the fiscal year ended June 30, 1996, the aggregate
amount of fees and expenses paid to directors and officers was $4,967.39.

The Board of Directors held four meetings during the Fund's fiscal year
ended June 30, 1996. All incumbent directors attended 75% or more of these
meetings, except for Nancy J. Erickson who attended 100% of the meetings
following her election to the Board.

Set forth below are the total fees which were paid to each of the Directors
who are not 'interested persons' during the fiscal year ended June 30, 1996.

AGGREGATE FEES PAID BY THE
DIRECTOR SERIES
- ------------------------ -----------------------------

Herbert G. Allen 952.37
Vernal C. Brown 465.79
Nancy J. Erickson 451.27
Paul S. Ives* 639.33
Ailene Miller 832.44
Joseph W. Sommers* 846.23
Ronald W. Warfield 0

* Mr. Ives and Mr. Sommers are retiring from the Board of Directors on September
30, 1996.

MAJORITY VOTE OF SECURITY HOLDERS

The vote of a majority of the outstanding voting securities of the Series
as used herein means the vote at the annual meeting (1) of 67 per centum or more
of the voting securities present at such meetings, if the holders of more than
50 per centum of the outstanding securities of the Series are present or
represented by proxy; or (2) of more than 50 per centum of the outstanding
voting securities of the Series, whichever is less.

2. RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
(Information Pertains to an Item to be Submitted to Stockholders at the Annual
Meeting)

Coopers & Lybrand, L.L.P., Independent Certified Public Accountants, have
been selected as auditors and accountants for the ensuing year by the Board of
Directors, including a majority of those members of the Board of Directors, who
are not interested persons of the Fund, subject to the right of the Fund to
terminate the employment without penalty by a vote at the annual meeting of a
majority of the Fund's outstanding voting securities. Such Independent Certified
Public Accountants have no direct or indirect interest in either the Fund or the
Management Company, as required by the Investment Company Act, such selection is
submitted to the stockholders for their ratification or rejection. Votes will be
cast as directed upon the enclosed proxy, but unless a contrary direction is
indicated, the proxies will vote to ratify the selection of these Independent
Certified Public Accountants. The Directors recommend that the selection be
ratified. A representative of Coopers & Lybrand, L.L.P. is expected to be
present at the annual meeting. Such representative will have the opportunity to
make a statement if he or she desires to do so and is expected to be available
to respond to appropriate questions. The Board of Directors has no audit or
similar committee.

OTHER INFORMATION

INFORMATION CONCERNING THE FUND'S ADVISOR

IAA Trust Company, (the 'Trust Company') 808 IAA Drive, Bloomington,
Illinois 61702, serves as investment adviser to the Fund, pursuant to an
Advisory Agreement dated September 29, 1992. The Trust Company is incorporated
in Illinois and is a bank as that term is defined in the Investment Company Act
of 1940. The Trust Company was organized on December 30, 1970 and currently also
serves as investment adviser for IAA Trust Asset Allocation Fund, Inc., IAA
Trust Tax Exempt Bond Fund, Inc., and IAA Trust Taxable Fixed Income Series
Fund, Inc. The Trust Company exercises fiduciary powers as permitted by its
charter and the State of Illinois. For the fiscal year ended June 30, 1996,
approximately 31% of the Trust Company's income was received from Trust service
fees. The Trust Company is supervised by the office of the Illinois Commissioner
of Banks and Trust Companies.

INFORMATION CONCERNING THE FUND'S DISTRIBUTOR AND ADMINISTRATOR

Fund/Plan Broker Services, Inc. (the 'Distributor') is the distributor of
the Fund pursuant to an Underwriting Agreement dated August 1, 1995. The
Distributor is a Pennsylvania corporation formed on April 19, 1989, and is a
broker-dealer registered with the SEC and a member of the National Association
of Securities Dealers, Inc. The Distributor, located at 2 W. Elm Street,
Conshohocken, PA 19428, is a wholly-owned subsidiary of Fund/Plan Services, Inc.
(the servicing agent, administrator, transfer agent and accounting/pricing agent
for the Fund). Fund/Plan Services, Inc. is located at the same address as the
Distributor. At the present time, the Distributor serves as distributor for
eight other nonaffiliated Fund groups.

INFORMATION CONCERNING THE NOMINATING COMMITTEE

The Fund has a Nominating Committee for disinterested directors, but does
not have an audit or compensation committee. All disinterested directors serve
on the Nominating Committee which nominates disinterested directors. The
Committee met once during the fiscal year ended June 30, 1996 and nominated
Nancy J. Erickson to fill a disinterested director position on the Board.

SUBMISSION OF STOCKHOLDER PROPOSALS

The Fund is not required, nor does it intend, to hold regular annual
meetings of its stockholders. Any stockholder who wishes to submit a proposal
for consideration at the next meeting of stockholders, when and if such a
meeting is called, should submit such proposal promptly.

STOCKHOLDERS MAY RECEIVE, UPON REQUEST AND WITHOUT CHARGE, A COPY OF THE
FUND'S ANNUAL REPORT AND MOST RECENT SEMI-ANNUAL REPORT BY CONTACTING IAA TRUST
GROWTH FUND, INC. AT FUND/PLAN BROKER SERVICES, INC., #2 ELM STREET, P.O. BOX
874, CONSHOHOCKEN, PENNSYLVANIA 19428, OR BY CALLING TOLL-FREE (800) 245-2100.

OTHER BUSINESS

As of this date, management does not know of any other business to come
before the meeting other than the approval of the minutes of the 1993 annual
meeting. Approval of the minutes indicates only that the minutes accurately
reflect the events of the meeting. If any matters other than those referred to
above come before the meeting, the persons named in the proxies will act on
behalf of the stockholders they represent according to their best judgement.

Respectfully Submitted,
/s/ Paul M. Harmon
-------------------

August 19, 1996 Paul M. Harmon
Bloomington, Illinois Secretary

PROXY THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS PROXY
OF IAA TRUST GROWTH FUND, INC. (the "Fund")

ANNUAL MEETING -- SEPTEMBER 30, 1996 AT 1:00 P.M. Central Daylight Savings Time

The undersigned hereby revokes all previous proxies for his/her shares and
appoints Paul M. Harmon, or in his absence, Robert W. Weldon, as Proxy, and
hereby authorizes him to vote as designated below, as effectively as the
undersigned could do if personally present, all the shares of IAA TRUST GROWTH
FUND, INC. held of record by the undersigned on August 1, 1996, at the Annual
Meeting of Stockholders, or any adjournment thereof, to be held at 1:00 p.m.
Central Daylight Savings Time on September 30, 1996 at the Earl Smith Hall of
the Illinois Agricultural Association Building, 1701 Towanda Avenue,
Bloomington, Illinois 61702.

1. ELECTION OF A BOARD OF DIRECTORS.
o FOR all nominees listed below o WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Ronald R. Warfield Herbert G. Allen Nancy J. Erickson
William E. Klein, Sr.
Ailene Miller Rollie D. Moore Charlot R. Cole
2. RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P AS THE FUND'S
INDEPENDENT PUBLIC AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
o FOR o AGAINST o ABSTAIN
3. TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

(Continued and to be signed on reverse.)

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IMMEDIATELY IN THE
POSTAGE-PAID ENVELOPE PROVIDED.

This Proxy is solicited on behalf of the Board of Directors and when properly
executed will be voted as specified. If no specification is made, the
undersigned's vote, as a shareholder of IAA TRUST GROWTH FUND, INC., will be
cast for the election of all directors and for Proposal (2). If any other
matters properly come before the meeting about which the proxy holder was not
aware prior to the time of the solicitation of the Fund, authorization is given
to the proxy holder to vote in accordance with his judgment on such matters.
Management is not aware of any such matters, other than the approval of the 1993
Annual Board Meeting. The undersigned acknowledges receipt of the Notice of
Meeting and Proxy Statement dated August 19, 1996. Please sign exactly as name
appears below. When shares are held by joint tenants, both should sign.

Signature*

Dated: , 1996

* Please sign exactly as your name appears on this Proxy. If signing for an
estate, trust or corporation, title or capacity should be stated.

CHECK HERE o IF YOU PLAN TO ATTEND THE MEETING. ( PERSON(S) WILL ATTEND.)
==============================================================================