EXHIBIT (g)
FORM OF
CUSTODIAN SERVICING AGREEMENT
THIS AGREEMENT is entered into effective as of March 1, 1999, by and
between each of IAI Investment Funds I, Inc., IAI Investment Funds II, Inc., IAI
Investment Funds III, Inc., IAI Investment Funds IV, Inc., IAI Investment Funds
VI, Inc., IAI Investment Funds VII, Inc., IAI Investment Funds VIII, Inc., and
IAI Retirement Funds, Inc., (each hereinafter referred to as a "Company") and
Firstar Bank Milwaukee, N.A., a corporation organized under the laws of the
State of Wisconsin (hereinafter referred to as the "Custodian").
WHEREAS, each Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, each Company is authorized to create separate series, each
with its own separate investment portfolio (each hereinafter referred to as a
"Fund"); and
WHEREAS, each Company desires that the securities and cash of each of
its Funds listed on Exhibit A attached hereto, as may be amended from time to
time, shall be hereafter held and administered by Custodian pursuant to the
terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
each Company and Custodian agree as follows:
1. DEFINITIONS
A. The word "securities" as used herein includes stocks, shares, bonds,
debentures, notes, mortgages or other obligations, and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same, or evidencing or representing any other rights or
interests therein, or in any property or assets.
B. The words "officers' certificate" shall mean a request or direction
or certification in writing signed in the name of each Company by any two of the
President, a Vice President, the Secretary and the Treasurer of each Company, or
any other persons duly authorized to sign by the Board of Directors. "Officers'
certificate" may also include communications effected directly between
electronic-mechanical or electronic devices provided that each Company and
Custodian are satisfied that the procedures for such communications afford
adequate safeguards for each Fund's assets.
C. The word "Board" shall mean Board of Directors of each Company.
2. NAMES, TITLES, AND SIGNATURES OF COMPANY OFFICERS
An officer of each Company will certify to Custodian the names and
signatures of those persons authorized to sign the officers' certificates
described in Section 1 hereof, and the names of the members of the Board of each
Company, together with any changes which may occur from time to time.
3. RECEIPT AND DISBURSEMENT OF MONEY
A. Custodian shall open and maintain a separate account or accounts in
the name of each Fund, subject only to draft or order by Custodian acting
pursuant to the terms of this Agreement. Custodian shall hold in such account or
accounts, subject to the provisions hereof, all cash received by it from or for
the account of each Company. Custodian shall make payments of cash to, or for
the account of, each Company from such cash only:
(a) for the purchase of securities for the portfolio of the Fund upon
the delivery of such securities to Custodian, registered in the name of each
Company or of the nominee of Custodian referred to in Section 7 or in proper
form for transfer;
(b) for the purchase or redemption of shares of the common stock of a
Fund upon delivery thereof to Custodian, or upon proper instructions from each
Company;
(c) for the payment of interest, dividends, taxes, investment adviser's
fees or operating expenses (including, without limitation thereto, fees for
legal, accounting, auditing and custodian services and expenses for printing and
postage);
(d) for payments in connection with the conversion, exchange or
surrender of securities owned or subscribed to by the Fund held by or to be
delivered to Custodian; or
(e) for other proper corporate purposes certified by resolution of the
Board of Directors of each Company.
Before making any such payment, Custodian shall receive (and may rely
upon) an officers' certificate requesting such payment and stating that it is
for a purpose permitted under the terms of items (a), (b), (c), or (d) of this
Subsection A, and also, in respect of item (e), upon receipt of an officers'
certificate specifying the amount of such payment, setting forth the purpose for
which such payment is to be made, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to whom such payment is to
be made, provided, however, that an officers' certificate need not precede the
disbursement of cash for the purpose of purchasing a money market instrument, or
any other security with same or next-day settlement, if the President, a Vice
President, the Secretary, the Treasurer or other authorized signer of each
Company issues appropriate oral or facsimile instructions to Custodian and an
appropriate officers' certificate is received by Custodian within two business
days thereafter.
B. Custodian is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received by Custodian for the
account of each Fund.
C. Custodian shall, upon receipt of proper instructions, make federal
funds available to each Company as of specified times agreed upon from time to
time by each Company and Custodian in the amount of checks received in payment
for shares of the Fund which are deposited into the Fund's account.
D. If so directed by each Company, Custodian will invest any and all
available cash in overnight cash-equivalent investments as specified by the
investment manager.
E. Custodian shall not make payment for the purchase of domestic
securities for the account of a Fund in advance of receipt of the securities
purchased in the absence of specific written
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instructions from a Company to so pay in advance. In any and every case where
payment for purchase of domestic securities for the account of a Fund is made by
Custodian in advance of receipt of the securities purchased in the absence of
specific written instructions from a Company to so pay in advance, Custodian
shall be absolutely liable to a Company (for the account of the applicable Fund)
for such securities to the same extent as if the securities had been received by
Custodian.
4. SEGREGATED ACCOUNTS
Upon receipt of proper instructions, the Custodian shall establish and
maintain a segregated account(s) for and on behalf of each Fund, into which
account(s) may be transferred cash and/or securities.
5. TRANSFER, EXCHANGE, REDELIVERY, ETC. OF SECURITIES
A. Custodian shall have sole power to release or deliver any securities
of each Company held by it pursuant to this Agreement. Custodian agrees to
transfer, exchange or deliver securities held by it hereunder only:
(a) for sales of such securities for the account of the Fund upon
receipt by Custodian of payment therefore;
(b) when such securities are called, redeemed or retired or otherwise
become payable;
(c) for examination by any broker selling any such securities in
accordance with "street delivery" custom;
(d) in exchange for, or upon conversion into, other securities alone or
other securities and cash whether pursuant to any plan of merger, consolidation,
reorganization, recapitalization or readjustment, or otherwise;
(e) upon conversion of such securities pursuant to their terms into
other securities;
(f) upon exercise of subscription, purchase or other similar rights
represented by such securities;
(g) for the purpose of exchanging interim receipts or temporary
securities for definitive securities;
(h) for the purpose of redeeming in kind shares of common stock of the
Fund upon delivery thereof to Custodian; or
(i) for other proper corporate purposes.
B. As to any deliveries made by Custodian pursuant to items (a), (b),
(d), (e), (f), and (g) of this Paragraph 5, securities or cash receivable in
exchange therefor shall be deliverable to Custodian.
C. Before making any such transfer, exchange or delivery, Custodian
shall receive (and may rely upon) an officers' certificate requesting such
transfer, exchange or delivery, and stating that it is for a purpose permitted
under the terms of items (a), (b), (c), (d), (e), (f), (g), or (h) of this
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Paragraph 5 and also, in respect of item (i), upon receipt of an officers'
certificate specifying the securities to be delivered, setting forth the purpose
for which such delivery is to be made, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to whom delivery of such
securities shall be made, provided, however, that an officers' certificate need
not precede any such transfer, exchange or delivery of a money market
instrument, or any other security with same or next-day settlement, if the
President, a Vice President, the Secretary, the Treasurer or other authorized
person of each Company issues appropriate oral or facsimile instructions to
Custodian and an appropriate officers' certificate is received by Custodian
within two business days thereafter.
6. CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS
Unless and until Custodian receives an officers' certificate to the
contrary, Custodian shall: (a) present for payment all coupons and other income
items held by it for the account of each Fund, which call for payment upon
presentation and hold the cash received by it upon such payment for the account
of the Fund; (b) collect interest and cash dividends received, with notice to
each Company, for the account of the Fund; (c) hold for the account of the Fund
hereunder all stock dividends, rights and similar securities issued with respect
to any securities held by it hereunder; (d) execute, as agent on behalf of each
Company, all necessary ownership certificates required by the Internal Revenue
Code of 1986, as amended (the "Code") or the Income Tax Regulations (the
"Regulations") of the United States Treasury Department (the "Treasury
Department") or under the laws of any state now or hereafter in effect,
inserting each Company's name on such certificates as the owner of the
securities covered thereby, to the extent it may lawfully do so; and (e) in
general, attend to all non-discretionary details in connection with the sale,
exchange, substitution, purchase, transfer and other dealings with the
securities and property of each Company.
7. REGISTRATION OF SECURITIES
A. Except as otherwise directed by an officers' certificate, Custodian
shall register all securities, except such as are in bearer form, in the name of
a registered nominee of Custodian as defined in the Internal Revenue Code and
any Regulations of the Treasury Department issued thereunder or in any provision
of any subsequent federal tax law exempting such transaction from liability for
stock transfer taxes, and shall execute and deliver all such certificates in
connection therewith as may be required by such laws or regulations or under the
laws of any state. All securities held by Custodian hereunder shall be at all
times identifiable in its records held in an account or accounts of Custodian
containing only the assets of the particular Fund.
B. Each Company shall from time to time furnish to Custodian
appropriate instruments to enable Custodian to hold or deliver in proper form
for transfer, or to register in the name of its registered nominee, any
securities which it may hold for the account of each Company and which may from
time to time be registered in the name of each Company.
8. VOTING AND OTHER ACTION
A. Neither Custodian nor any nominee of Custodian shall vote any of the
securities held hereunder by or for the account of a Fund, except in accordance
with the instructions contained in an officers' certificate. Custodian shall
deliver, or cause to be executed and delivered, to each Company all notices,
proxies and proxy soliciting materials with respect to such securities, such
proxies to be executed by the registered holder of such securities (if
registered otherwise than in the name of each Company), but without indicating
the manner in which such proxies are to be voted. Upon request by a Company,
Custodian shall furnish to a Company any and all written materials
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which establish the holding/ownership, amount held/owned, and period of
holding/ownership of the securities in question.
B. Custodian shall transmit promptly to each Company all written
information (including, without limitation, dependency of calls and maturities
of securities and expirations of rights in connection therewith and notices of
exercise of call and put options written by a Fund and the maturity of futures
contracts purchased or sold by a Company) received by Custodian from issuers of
the securities being held for each Fund. With respect to tender or exchange
offers, Custodian shall transmit promptly to a Company all written information
received by Custodian from issuers of the securities whose tender or exchange is
sought and from the party (or his agents) making the tender or exchange offer.
If the Company desires to take action with respect to any tender offer, exchange
offer or any other similar transaction, the Company shall notify the Custodian
at least one business day prior to the date on which the Custodian is to take
such action.
9. TRANSFER TAX AND OTHER DISBURSEMENTS
A. Each Company shall pay or reimburse Custodian from time to time for
any transfer taxes payable upon transfers of securities made hereunder, and for
all other necessary and proper disbursements and expenses made or incurred by
Custodian in the performance of this Agreement.
B. Custodian shall execute and deliver such certificates in connection
with securities delivered to it or by it under this Agreement as may be required
under the provisions of the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, or under the laws of any state, to exempt
from taxation any exempt transfers and/or deliveries of any such securities.
10. CONCERNING CUSTODIAN
A. Custodian shall be paid as compensation for its services pursuant to
this Agreement such compensation as may from time to time be agreed upon in
writing between the two parties. Until modified in writing, such compensation
shall be as set forth in Exhibit A attached hereto. Notwithstanding anything to
the contrary, amounts owed by each Company to the Custodian shall be paid by
Investment Advisers, Inc.
B. Custodian shall not be liable for any action taken in good faith and
without negligence, willful misconduct, or breach of this Agreement upon any
certificate herein described or certified copy of any resolution of the Board,
and may rely on the genuineness of any such document which it may in good faith
believe to have been validly executed.
C. Each Company agrees to indemnify and hold harmless Custodian and its
nominee from all taxes, charges, expenses, assessments, claims and liabilities
(including reasonable counsel fees) incurred or assessed against it or by its
nominee in connection with the performance of this Agreement, except such as may
arise from its or its nominee's own bad faith, negligent action, negligent
failure to act, willful misconduct or breach of this Agreement. In the event of
any advance of cash for any purpose made by Custodian resulting from orders or
instructions of each Company, any property at any time held for the account of
each Company shall be security therefor.
D. Custodian agrees to indemnify and hold harmless each Company from
all charges, expenses, assessments, and claims/liabilities (including reasonable
counsel fees) incurred or assessed
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against it in connection with the performance of this Agreement, except such as
may arise from each Company's own bad faith, negligent action, negligent failure
to act, willful misconduct or breach of this Agreement.
E. Custodian is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the governing documents Company Instrument
of each Company and agrees that obligations assumed by each Company pursuant to
this Agreement shall be limited in all cases to each Company and its assets, and
if the liability relates to one or more series, the obligations hereunder shall
be limited to the respective assets of such series. Custodian further agrees
that it shall not seek satisfaction of any such obligation from any Fund
shareholder or individual director or officer.
11. SUBCUSTODIANS
A. Custodian is hereby authorized to engage another bank or trust
company as a subcustodian for all or any part of each Fund's assets, so long as
any such bank or trust company is itself qualified under the 1940 Act and the
rules and regulations thereunder and provided further that, if the Custodian
utilizes the services of a subcustodian, the Custodian shall remain fully liable
and responsible for any losses caused to each Company by the subcustodian as
fully as if the Custodian was directly responsible for any such losses under the
terms of this Agreement.
B. Notwithstanding anything contained herein, if a Company requires the
Custodian to engage specific subcustodians for the safekeeping and/or clearing
of assets, each such Company agrees to indemnify and hold harmless Custodian
from all claims, expenses and liabilities incurred or assessed against it in
connection with the use of such subcustodian in regard to a Company's assets,
except as may arise from Custodian's own bad faith, negligent action, negligent
failure to act, willful misconduct or breach of this Agreement.
12. REPORTS BY CUSTODIAN
Custodian shall furnish each Company periodically as agreed upon with a
statement summarizing all transactions and entries for the account of Company.
Custodian shall furnish to each Company, at the end of every month, a list of
the portfolio securities for each Fund showing the aggregate cost of each issue.
The books and records of Custodian pertaining to its actions under this
Agreement shall be open to inspection and audit at reasonable times by officers
of, and by auditors employed by, each Company as well as by the U.S. Securities
and Exchange Commission.
13. TERMINATION OR ASSIGNMENT
A. This Agreement may be terminated by each Company, or by Custodian,
on ninety (90) days notice, given in writing and mailed or delivered as follows:
Firstar Bank Milwaukee, N.A.
c/o Firstar Mutual Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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or to the Companies at:
IAI Mutual Funds
Attn: Director, Fund Administration
000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxxxxxx, XX 00000
as the case may be. Upon any termination of this Agreement, pending appointment
of a successor to Custodian or a vote of the shareholders of the Fund to
dissolve or to function without a custodian of its cash, securities and other
property, Custodian shall not deliver cash, securities or other property of a
Fund to each Company, but may deliver them to a bank or trust company of its own
selection that meets the requirements of the 1940 Act as a custodian for each
Company to be held under terms similar to those of this Agreement, provided,
however, that Custodian shall not be required to make any such delivery or
payment until full payment shall have been made by each Company of all
liabilities constituting a charge on or against the properties then held by
Custodian or on or against Custodian, and until full payment shall have been
made to Custodian of all its fees, compensation, costs and expenses, subject to
the provisions of Section 10 of this Agreement.
B. This Agreement may not be assigned by Custodian without the consent
of each Company, authorized or approved by a resolution of its Board of
Directors.
14. DEPOSITS OF SECURITIES IN SECURITIES DEPOSITORIES
No provision of this Agreement shall be deemed to prevent the use by
Custodian of a central securities clearing agency or securities depository,
provided, however, that Custodian and the central securities clearing agency or
securities depository meet all applicable federal and state laws and
regulations, and the Board of Directors of each Company approves by resolution
the use of such central securities clearing agency or securities depository.
Custodian may deposit and/or maintain domestic securities owned by any
Fund in a clearing agency registered with the Securities and Exchange Commission
under Section 17A of the Exchange Act, which acts as a securities depository, or
in a Federal Reserve Bank, as Custodian may select, and to permit such deposited
Assets to be registered in the name of Custodian or Custodian's agent or nominee
on the records of such Federal Reserve Bank or such registered clearing agency
or the nominee of either (collectively referred to herein as "Securities
System") in accordance with applicable Federal Reserve Board and Securities and
Exchange Commission rules and regulations, if any, and subject to the following
provisions:
1) Custodian may keep domestic securities of a Fund in a
Securities System provided that such securities are
represented in an account ("Account") of the Custodian in the
Securities System which shall not include any assets of
Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;
2) The records of Custodian with respect to domestic securities
of a Fund which are maintained in a Securities System shall
identify by book-entry those securities belonging to such
Fund;
3) Custodian shall pay for domestic securities purchased for the
account of a Fund upon (i) the simultaneous receipt of advice
from the Securities System that such securities have been
transferred to the Account, and (ii) the making of an entry on
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the records of Custodian to reflect such payment and transfer
for the account of the Fund. Custodian shall transfer domestic
securities sold for the account of a Fund upon (i) the
simultaneous receipt of advice from the Securities System that
payment for such securities has been transferred to the
Account, and (ii) the making of an entry on the records of
Custodian to reflect such transfer and payment for the account
of the Fund. Copies of all advises from the Securities System
of transfers of securities for the account of a Fund shall
identify the Fund, be maintained for the Fund by Custodian and
be provided to each Company at its request. Upon request,
Custodian shall furnish a Company confirmation of each
transfer to or from the account of a Fund in the form of a
written advice or notice and shall furnish to a Company copies
of daily transaction sheets reflecting each day's transactions
in the Securities System for the account of each Fund.
4) Custodian shall provide each Company with any report obtained
by Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding
securities deposited in the Securities System;
5) Custodian shall have received the initial or annual
certificate, as the case may be, required by Paragraph 14
hereof;
6) Anything to the contrary in this Agreement notwithstanding,
Custodian shall be liable to each Company (for the account of
each Fund) for any loss or damage to the applicable Fund(s)
resulting from use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian or any
of its agents or of any of its or their employees or from
failure of Custodian or any such agent or employee to enforce
effectively such rights as it may have against the Securities
System; at the election of a Company, it shall be entitled to
be subrogated to the rights of Custodian with respect to any
claim against the Securities System or any other person which
Custodian may have as a consequence of any such loss or damage
if and to the extent that the applicable Funds have not been
made whole for any such loss or damage.
15. RECORDS
Custodian shall keep records relating to its services to be performed
hereunder, in the form and manner, and for such period, as it may deem advisable
and is agreeable to each Company but not inconsistent with the rules and
regulations of appropriate government authorities, in particular Section 31 of
the 1940 Act and the rules thereunder. Custodian agrees that all such records
prepared or maintained by the Custodian relating to the services performed by
Custodian hereunder are the property of each Company and will be preserved,
maintained, and made available in accordance with such section and rules of the
1940 Act and will be promptly surrendered to each Company on and in accordance
with its request. Such records shall also be made available for review by the
U.S. Securities and Exchange Commission.
16. GOVERNING LAW
This Agreement shall be governed by Wisconsin law. However, nothing
herein shall be construed in a manner inconsistent with the 1940 Act or any rule
or regulation promulgated by the Securities and Exchange Commission thereunder.
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17. PROPRIETARY AND CONFIDENTIAL INFORMATION
The Custodian agrees on behalf of itself and its directors, officers,
and employees to treat confidentially and as proprietary information of each
Company all records and other information relative to each Company and prior,
present, or potential shareholders of each Company (and clients of said
shareholders), and not to use such records and information for any purpose other
than the performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by each Company, which approval
shall not be unreasonably withheld and may not be withheld where the Custodian
may be exposed to civil or criminal contempt proceedings for failure to comply,
when requested to divulge such information by duly constituted authorities, or
when so requested by each Company.
18. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower the
Custodian to act as agent for the other party to this Agreement, or to conduct
business in the name of, or for the account of the other party to this
Agreement.
19. NO JOINT OBLIGATIONS
From the standpoint of convenience, a single document has been entered
into by all of the Companies set forth above and on the signature page. However,
it is not intended thereby that the obligations of any one Company or Fund will
be the obligation of any other Company or Fund.
20. OPINION OF A COMPANY'S INDEPENDENT ACCOUNTANT
Custodian shall take all reasonable action, as each Company may from
time to time request, to obtain from year to year favorable opinions from each
Company's independent accountants with respect to its activities hereunder in
connection with the preparation of each Company's Form N-1A and Form N-SAR or
other reports to the U.S. Securities and Exchange Commission and with respect to
any other requirements of such Commission.
21. REPORTS TO EACH COMPANY BY INDEPENDENT PUBLIC ACCOUNTANTS
Custodian shall provide to each Company, at such times as each Company
may reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts, including
securities deposited and/or maintained in a Securities System, relating to
services provided by Custodian under this Agreement; such reports shall be of
sufficient scope, and in sufficient detail, as may be reasonably required by
each Company to provide reasonable assurance that any material inadequacies
would be disclosed by such examination, and, if there are no such inadequacies,
the reports shall so state.
22. REPRESENTATIONS AND WARRANTIES OF CUSTODIAN
A. Custodian represents and warrants to the Companies that the computer
software, computer firmware, computer hardware (whether general or special
purpose) and other similar related items of automated, computerized and/or
software systems that are owned or licensed by Custodian and will be utilized by
Custodian or its agents in connection with the provision of services described
in this Agreement are "Year 2000 Compliant" (as
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defined below). As used in this Section 20 of this Agreement, the term "Year
2000 Compliant" shall mean the ability of the relevant system to provide all of
the following functions:
(1) Process date information before, during and after January 1, 2000,
including but not limited to accepting date specific input data, providing date
specific output data, and performing calculations on dates or portions of dates;
(2) Function accurately and without interruption or malfunction before,
during and after January 1, 2000, without any change in operations associated
with the advent of the new millennium and assuming no other defects, bugs,
viruses or other problems unrelated to Year 2000 compliance issues which disrupt
functionality;
(3) Respond to two-digit, year-date input in a way that resolves the
ambiguity as to century and in a disclosed, defined and predetermined manner;
and
(4) Store and provide output data of date specific information in ways
that are unambiguous as to century.
The parties recognize and acknowledge that this representation and warranty was
a significant inducement for the Companies to enter into this Agreement.
B. Custodian represents and warrants that it satisfies all rules and
requirements under the 1940 Act for the purpose of providing the services set
forth in this Agreement.
C. To the extent Custodian make changes relating to its services,
systems, programs, rules, operating schedules and equipment, it represents and
warrants that any such changes will not adversely affect the services provided
to a Fund under this Agreement. Custodian will provide each Company at least 90
days' prior written notice of any such material changes.
D. In the event of a mechanical breakdown or failure of communication
or power supplies beyond its control, Custodian shall take all reasonable steps
to minimize service interruptions for any period that such interruption
continues beyond Custodian's control. Custodian will restore any lost or damaged
data and correct any errors resulting from such a breakdown at the expense of
Custodian. Custodian agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of systems needed to perform services under this Agreement.
Custodian shall provide each Company with copies of such contingencies plans and
any changes thereto. Representatives of each Company shall be entitled to
inspect Custodian's premises and operating capabilities at any time during
regular business hours of Custodian, upon reasonable notice to Custodian.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer or one or more counterparts as of the day
and year first written above.
FIRSTAR BANK MILWAUKEE, N.A.
IAI INVESTMENT FUNDS I, INC
IAI INVESTMENT FUNDS II, INC By:_____________________________________
IAI INVESTMENT FUNDS III, INC
IAI INVESTMENT FUNDS IV, INC
IAI INVESTMENT FUNDS VI, INC Attest:_________________________________
IAI INVESTMENT FUNDS VII, INC
IAI INVESTMENT FUNDS VIII, INC
IAI RETIREMENT FUNDS, INC
By:_____________________________________
Attest:_________________________________
INVESTMENT ADVISERS, INC.- WITH RESPECT TO PARAGRAPH 10.A. ONLY
By:_____________________________________
Attest:_________________________________
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EXHIBIT A- LIST OF IAI MUTUAL FUNDS AND FEE SCHEDULE
Name of Fund Effective Date
IAI INVESTMENT FUNDS I, INC.
IAI Bond Fund March 1, 1999
IAI Institutional Bond Fund March 1, 1999
IAI INVESTMENT FUNDS II, INC.
IAI Growth Fund April 1, 1999
IAI INVESTMENT FUNDS III, INC.
IAI International Fund April __, 1999
IAI INVESTMENT FUNDS IV, INC.
IAI Regional Fund April 1, 1999
IAI INVESTMENT FUNDS VI, INC.
IAI Emerging Growth Fund April 1, 1999
IAI Midcap Growth Fund April 1, 1999
IAI Balanced Fund April __, 1999
IAI Money Market Fund March 1, 1999
IAI Capital Appreciation Fund April 1, 1999
IAI INVESTMENT FUNDS VII, INC.
IAI Growth & Income Fund April 1, 1999
IAI INVESTMENT FUNDS VIII, INC.
IAI Value Fund April 1, 1999
IAI RETIREMENT FUNDS, INC.
IAI Regional Portfolio March 1, 1999
IAI Reserve Portfolio March 1, 1999
IAI Balanced Portfolio March 1, 1999
Annual fee based upon market value
1 basis points per year
Minimum annual fee per fund - $3,000
Investment transactions (purchase, sale, exchange, tender, redemption, maturity,
receipt, delivery):
$ 6.00 per book entry security (depository or Federal Reserve
system)
$25.00 per definitive security (physical)
$25.00 per mutual fund trade
$75.00 per Euroclear
$ 8.00 per principal reduction on pass-through certificates
$ 6.00 per short sale/liability transaction
$35.00 per option/futures contract
$15.00 per variation margin
$15.00 per Fed wire deposit or withdrawal
Variable Amount Demand Notes: Used as a short-term investment, variable amount
notes offer safety and prevailing high interest rates. Our charge, which is 1/4
of 1%, is deducted from the variable amount note income at the time it is
credited to your account.
Plus out-of-pocket expenses, and extraordinary expenses based upon complexity
Fees and out-of-pocket expenses are billed to the fund monthly, based upon
market value at the beginning of the month.
12
