As filed with the Securities and Exchange Commission on July 25, 1996
1933 Act Registration No. 2-84589
1940 Act Registration No. 811-3767
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 23 X
---
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 23 X
---
IAI INVESTMENT FUNDS VIII, INC.
(Exact Name of Registrant as Specified in Charter)
3700 First Bank Place, P.O. Box 357
Minneapolis, Minnesota 55440
(Address of Principal Executive Offices) (Zip Code)
(612) 376-2700
(Registrant's Telephone Number, including Area Code)
Christopher J. Smith, Esq. Copy to:
3700 First Bank Place Michael J. Radmer, Esq.
P.O. Box 357 Dorsey & Whitney
Minneapolis, Minnesota 55440 220 South Sixth Street
(Name and Address of Agent for Service) Minneapolis, Minnesota 55402
It is proposed that this filing will become effective (check ppropriate box)
---- immediately upon filing pursuant to paragraph (b)
X on August 1, 1996 pursuant to paragraph (b)
----
---- 60 days after filing pursuant to paragraph (a)(1)
---- on (date) pursuant to paragraph (a)(1)
---- 75 days after filing pursuant to paragraph (a)(2)
---- on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
---- this post-effective amendment designates a new effective
date for a previously filed post-effective amendment
Registrant has registered an indefinite number of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended. Rule 24f-2 Notices were last filed with the Commission on
May 28, 1996.
<PAGE>
IAI INVESTMENT FUNDS VIII, INC.
FORM N-1A
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
Item Number Caption Prospectus Caption
- ----------- ------- ------------------
<S> <C> <C>
1 Cover Page.................................... Cover Page of Prospectus
2 Synopsis...................................... Fund Expense Information
3 Condensed Financial Information............... Financial Highlights; Investment Performance
4 General Description of Registrant ............ Investment Objectives and Policies;
Description of Common Stock; Additional
Information
5 Management of the Fund........................ Fund Expense Information; Management;
Additional Information; Custodian, Transfer
Agent and Dividend Disbursing Agent
5A Management's Discussion of Fund Performance Information is Contained in the Annual Report
6 Capital Stock and Other Securities............ Dividends, Distributions and Tax Status;
Description of Common Stock; Additional
Information
7 Purchase of Securities Being Offered.......... Computation of Net Asset Value and Pricing;
Purchase of Shares; Automatic Investment
Plan; Exchange Privilege; Automatic Exchange
Plan; Retirement Plans
8 Redemption or Repurchase...................... Systematic Cash Withdrawal Plan; Redemption
of Shares; Authorized Telephone Trading
9 Pending Legal Proceedings..................... Not Applicable
<PAGE>
Item Number Caption Statement of Additional Information Caption
- ----------- ------- -------------------------------------------
10 Cover Page.................................... Cover Page of Statement of Additional
Information
11 Table of Contents............................. Table of Contents
12 General Information and History............... History
13 Investment Objectives and Policies............ Investment Objectives and Policies;
Investment Restrictions
14 Management of the Fund........................ Management
15 Control Persons and Principal
Holders of Securities....................... Management; Capital Stock
16 Investment Advisory and Other Services....... Management; Prior Agreements; Counsel and
Auditors; Custodian, Transfer Agent and
Dividend Disbursing Agent
17 Brokerage Allocation.......................... Portfolio Transactions and Allocation of
Brokerage
18 Capital Stock and Other Securities............ Capital Stock
19 Purchase, Redemption and Pricing
of Securities Being Offered................... Net Asset Value and Public Offering Price
20 Tax Status.................................... Tax Status
21 Underwriters.................................. Prior Agreements
22 Calculation of Performance Data............... Investment Performance
23 Financial Statements.......................... Financial Statements
</TABLE>
<PAGE>
Registration Statement on Form N-1A
of
IAI Investment Funds VIII, Inc.
(File No. 2-84589)
Part A
Part A to the Registration Statement of IAI Value Fund, a separate
portfolio of IAI Investment Funds VIII, Inc., is incorporated herein by
reference to said Part A as filed with the Commission by Post-Effective
Amendment No. 22 (File No. 2-84589) on May 30, 1996.
<PAGE>
Registration Statement on Form N-1A
of
IAI Investment Funds VIII, Inc.
(File No. 2-84589)
Part B
Part B to the Registration Statement of IAI Value Fund, a separate
portfolio of IAI Investment Funds VIII, Inc., is incorporated herein by
reference to said Part B as filed with the Commission by Post-Effective
Amendment No. 22 (File No. 2-84589) on May 30, 1996.
<PAGE>
PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements (1)
(b) Exhibits
(1) Articles of Incorporation
(2) Bylaws
(5) Management Agreement (2)
(6A) Dealer Sales Agreement (2)
(6B) Shareholder Services Agreement (2)
(8) Custodian Agreement
(11) Consent of Independent Auditors (2)
(16) Calculations of Total Returns
(99) Annual Report (3)
- -------------------
(1) Incorporated by reference in Part B of the Registration Statement.
(2) Incorporated by reference to Post-Effective Amendment No. 22 to Registrant's
Registration Statement on Form N-1A filed on May 30, 1996.
(3) Incorporated by reference to the Annual Report filed electronically on Form
N-30D on May 30, 1996.
Item 25. Persons Controlled by or Under Common Control with Registrant.
Not applicable.
Item 26. Number of Holders Securities.
<TABLE>
<CAPTION>
Number of Record Holders
Portfolio Title of Class as of May 22, 1996
- --------- -------------- ------------------
<S> <C> <C>
IAI Value Fund Common Stock (Series A) 1883
</TABLE>
Item 27. Indemnification.
Incorporated by reference to Post-Effective Amendment to Registrant's
Registration Statement on Form N-1A filed on May 30, 1996.
<PAGE>
Item 28. Business and Other Connections of Investment Adviser.
Information on the business of Investment Advisers, Inc. ("IAI") is
described in the Prospectus section "Management" and in Part B of this
Registration Statement in the section "Management."
The senior officers and directors of IAI and their titles are as follows:
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
Jeffrey R. Applebaum Senior Vice President
Scott Allen Bettin Senior Vice President
Archie Campbell Black, III Senior Vice President/Treasurer
Iain D. Cheyne Director
Stephen C. Coleman Senior Vice President
Larry Ray Hill Executive Vice President
Richard A. Holway Senior Vice President
Irving Philip Knelman Executive Vice President/Director
Rick D. Leggott Senior Vice President
Kevin McKendry Director
Timothy A. Palmer Senior Vice President
Peter Phillips Director
Douglas Rugh Platt Senior Vice President
Noel Paul Rahn Chief Executive Officer/Director
James S. Sorenson Senior Vice President
R. David Spreng Senior Vice President
Christopher John Smith Senior Vice President/Secretary
Richard Edward Struthers Executive Vice President
Suzanne F. Zak Senior Vice President
</TABLE>
All of such persons have been affiliated with IAI for more than two years
except Messrs. Cheyne, McKendry, Phillips and Sorenson. Prior to being appointed
to the Board in 1996, Mr. Cheyne was and remains General Manager of Corporate
Banking of Lloyds Bank plc, St. George's House, 6-8 Eastcheap, London, England
EC3M 1LL since 1972. Prior to being appointed to the Board in 1996, Mr. McKendry
was and remains Bank Counsel to Lloyds Bank Plc, P.O. Box 2008, One Seaport
Plaza, 199 Water Street, New York, NY 10038, since 1979. Prior to being
appointed to the Board in 1996, Mr. Phillips was and remains Executive Vice
President and General Manager of Lloyds Bank Plc, P.O. Box 2008, One Seaport
Plaza, 199 Water Street, New York, NY 10038, since 1993. Prior to becoming a
Senior Vice President of IAI in 1996, Mr. Sorenson was Vice President, Sales
Manager since the commencement of his employment with IAI in August 1994. Prior
thereto, Mr. Sorenson was Associate General Agent with Lutheran Brotherhood
since 1988.
Certain directors and officers of IAI are directors and/or officers of the
Registrant, as described in the section of the Statement of Additional
Information entitled "Management," filed as a part of this Registration
Statement.
The address of the officers and directors of IAI is that of IAI, which is
3700 First Bank Place, P. O. Box 357, Minneapolis, Minnesota 55440.
Certain of the officers and directors of IAI also serve as officers and
directors of IAI International Ltd. Both IAI and IAI International are
wholly-owned subsidiaries of Hill Samuel Group BV, a London-based merchant
banking and financial services firm which, in turn, is owned by Lloyds TSB Group
plc, a publicly-held financial services organization based in London, England.
The senior officers and directors of IAI International and their titles are as
follows:
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
Noel Paul Rahn Chairman of the Board of Directors
Roy C. Gillson Chief Investment Officer/Director
Iain D. Cheyne Director
Irving Philip Knelman Director
Hilary Fane Deputy Chief Investment Officer/Director
Feidhlim O'Broin Associate Director
</TABLE>
Certain of the officers and directors of IAI also serve as officers and
directors of IAI Trust Company, a wholly-owned subsidiary of IAI. The principal
officers and directors of IAI Trust Company and their titles are as follows:
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
Richard E. Struthers Chairman of the Board
Christopher J. Smith Director/Secretary
Archie C. Black Director/Treasurer
</TABLE>
Item 29. Principal Underwriters
(a) Not applicable.
(b) Not applicable.
Item 30. Location of Accounts and Records.
The Custodian for Registrant is Norwest Bank Minnesota, N.A., Norwest
Center, Sixth & Marquette, Minneapolis, Minnesota 55479. The Custodian maintains
records of all cash transactions of Registrant. All other books and records of
Registrant, including books and records of Registrant's investment portfolios,
are maintained by IAI. IAI also acts as Registrant's transfer agent and dividend
disbursing agent, at 3700 First Bank Place, Minneapolis, Minnesota 55402.
Item 31. Management Services.
Not applicable.
Item 32. Undertakings.
(a) Not applicable.
(b) Not applicable.
(c) IAI Investment Funds VIII, Inc., undertakes to furnish each person to
whom a prospectus is delivered a copy of its latest annual report to
shareholders, upon request and without change.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Registrant certifies that it meets all of the
requirements for effectiveness of its Post-Effective Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Minneapolis, and State of Minnesota, on the 18th day of July, 1996.
IAI INVESTMENT FUNDS VIII, INC.
(Registrant)
By /s/ Richard E. Struthers, President
Richard E. Struthers , President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated:
/s/ Richard E. Struthers President (principal July 18, 1996
- --------------------------- executive officer) & Director
Richard E. Struthers
/s/ Archie C. Black III Treasurer (principal July 18, 1996
- --------------------------- financial and accounting officer)
Archie C. Black III
Noel P. Rahn (1)
Director
Madeline Betsch (1)
Director
W. William Hodgson (1)
Director
George R. Long (1)
Director
J. Peter Thompson (1)
Director
Charles H. Withers (1)
Director
/s/ William C. Joas July 18, 1996
- ---------------------------------
William C. Joas,
Attorney-in-fact
(1) Registrant's directors executing Powers of Attorney dated August 18, 1993,
and filed with the Commission on February 7, 1994.
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description Sequential Page No.
- ----------- ------------------- -------------------
1 Articles of Incorporation
2 Bylaws
8 Custodian Agreement
16 Calculations of Total Returns
EXHIBIT 1
CERTIFICATE OF AMENDMENT
ARTICLES OF INCORPORATION
OF
IAI VALUE FUND, INC.
I, William C. Joas, Secretary of IAI Value Fund, Inc., (the "Corporation")
a Minnesota corporation hereby certify as follows:
1. The name of the Corporation is IAI Value Fund, Inc.
2. At meetings duly called and held (pursuant to the requirements of the
Minnesota Statutes, Chapter 302A) on February 10, 1993 and June 25, 1993, the
Corporation's Board of Directors and shareholders, respectively, adopted and
approved the following Amended and Restated Articles of Incorporation of the
Corporation to replace the Corporation's existing Articles of Incorporation (as
amended) in their entirety, and directed that the officers of the Corporation
file the following Amended and Restated Articles in the office of the Minnesota
Secretary of State.
3. Pursuant to this Certificate of Amendment, the name of the Corporation
is being changed to IAI Investment Funds VIII, Inc.
------------------------------------
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
IAI INVESTMENT FUNDS VIII, INC.
For the purpose of forming a corporation pursuant to the provisions of
Minnesota Statutes, Chapter 302A, the following Restated Articles of
Incorporation are adopted:
1. The name of the corporation (the "Corporation") is IAI Investment Funds
VIII, Inc.
2. The Corporation shall have general business purposes and shall have
unlimited power to engage in and do any lawful act concerning any and all lawful
businesses for which corporations may be organized under the Minnesota Statutes,
Chapter 302A. Without limiting the generality of the foregoing, the Corporation
shall have specific power:
(a) To conduct, operate and carry on the business of a so-called "open-end"
management investment company pursuant to applicable state and federal
regulatory statutes, and exercise all the powers necessary and appropriate to
the conduct of such operations.
(b) To purchase, subscribe for, invest in or otherwise acquire, and to own,
hold, pledge, mortgage, hypothecate, sell, possess, transfer or otherwise
dispose of, or turn to account or realize upon, and generally deal in, all forms
of securities of every kind, nature, character, type and form, and other
financial instruments which may not be deemed to be securities, including but
not limited to futures contracts and options thereon. Such securities and other
financial instruments may include but are not limited to shares, stocks, bonds,
debentures, notes, scrip, participation certificates, rights to subscribe,
warrants, options, certificates of deposit, bankers' acceptances, repurchase
agreements, commercial paper, choses in action, evidences of indebtedness,
certificates of indebtedness and certificates of interest of any and every kind
and nature whatsoever, secured and unsecured, issued or to be issued, by any
corporation, company, partnership (limited or general), association, trust,
entity or person, public or private, whether organized under the laws of the
United States, or any state, commonwealth, territory or possession thereof, or
organized under the laws of any foreign country, or any state, province,
territory or possession thereof, or issued or to be issued by the United States
government or any agency or instrumentality thereof, options on stock indexes,
stock index and interest rate futures contracts and options thereon, and other
futures contracts and options thereon.
<PAGE>
(c) In the above provisions of this Article 2, purposes shall also be
construed as powers and powers shall also be construed as purposes, and the
enumeration of specific purposes or powers shall not be construed to limit other
statements of purposes or to limit purposes or powers which the Corporation may
otherwise have under applicable law, all of the same being separate and
cumulative, and all of the same may be carried on, promoted and pursued,
transacted or exercised in any place whatsoever.
3. The Corporation shall have perpetual existence.
4. The location and post office address of the registered office in
Minnesota is 3700 First Bank Place, P.O. Box 357, Minneapolis, Minnesota
5~440~357.
5. The total authorized number of shares of the Corporation is 10 trillion
(10,000,000,000,000), all of which shall be common shares of the par value of
$.01 per share (individually, a "Share", and collectively, the "Shares"). The
Corporation may issue and sell any of its Shares in fractional denominations to
the same extent as its whole Shares, and Shares and fractional denominations
shall have, in proportion to the relative fractions represented thereby, all the
rights of whole Shares, including, without limitation, the right to vote, the
right to receive dividends and distributions, and the right to participate upon
liquidation of the Corporation.
(a) Ten billion (10,000,000,000) of the Shares may be issued by the
Corporation in a series designated "Series A Common Shares," and the remaining
9,990,000,000,000 Shares authorized by this Article 5 shall initially be
undesignated Shares (the "Undesignated Shares"). Any series of the Shares shall
be referred to herein individually as a "Series" and collectively herein,
together with any further series from time to time created by the Board of
Directors, as "Series." The Undesignated Shares may be issued in such Series
with such designations, preferences and relative, participating, optional or
other special rights, or qualifications, limitations or restrictions thereof, as
shall be stated or expressed in a resolution or resolutions providing for the
issue of any Series as may be adopted from time to time by the Board of
Directors of the Corporation pursuant to the authority hereby vested in the
Board of Directors. Each Series of Shares which the Board of Directors may
establish, as provided herein, may evidence, if the Board of Directors shall so
determine by resolution, an interest in a separate and distinct portion of the
Corporation's assets, which shall take the form of a separate portfolio of
investment securities, cash and other assets. Authority to establish such
separate portfolios is hereby vested in the Board of Directors of the
Corporation, and such separate portfolios may be established by the Board of
Directors without the authorization or approval of the holders of any Series of
Shares of the Corporation. Such investment portfolios in which Shares of the
Series represent interests are also hereinafter referred to as "Series".
(b) The Shares of each Series may be classified by the Board of Directors
in one or more classes (individually, a "Class", and, collectively, together
with any other class or classes within any Series, the "Classes") with such
relative rights and preferences as shall be stated or expressed in a resolution
or resolutions providing for the issue of any such Class or Classes as may be
adopted from time to time by the Board of Directors of the Corporation pursuant
to the authority hereby vested in the Board of Directors and Minnesota Statutes,
Section 302A.401, Subd. 3, or any successor provision. The Shares of each Class
within a Series may be subject to such charges and expenses (including by way of
example, but not by way of limitation, front-end and deferred sales charges,
expenses under Rule 12b-1 plans, administration plans, service plans, or other
plans or arrangements, however designated) adopted from time to time by the
Board of Directors in accordance, to the extent applicable, with the Investment
Company Act of 1940, as amended (together with the rules and regulations
promulgated thereunder, the "1940 Act"), which charges and expenses may differ
from those applicable to another Class within such Series, and all of the
charges and expenses to which a Class is subject shall be borne by such Class
and shall be appropriately reflected (in the manner determined by the Board of
Directors in the resolution or resolutions providing for the issue of such
Class) in determining the net asset value and the amounts payable with respect
to dividends and distributions on and redemptions or liquidations of, such
Class. Subject to compliance with the requirements of the 1940 Act, the Board of
Directors shall have the authority to provide that Shares of any Class shall be
convertible (automatically, optionally or otherwise) into Shares of one or more
other Classes in accordance with such requirements and procedures as may be
established by the Board of Directors.
<PAGE>
6. The shareholders of each Series (or Class thereof) of common shares of
the Corporation:
(a) shall not have the right to cumulate votes for the election of
directors; and
(b) shall have no preemptive right to subscribe to any issue of shares of
any Series (or Class thereof) of the Corporation now or hereafter created,
designated or classified.
7. A description of the relative rights and preferences of all Series of
Shares (and Classes thereof) is as follows, unless otherwise set forth in one or
more amendments to these Articles of Incorporation or in the resolution
providing for the issue of such Series (and Classes thereof):
(a) On any matter submitted to a vote of shareholders of the Corporation,
all Shares of the Corporation then issued and outstanding and entitled to vote,
irrespective of Series or Class, shall be voted in the aggregate and not by
Series or Class, except: (i) when otherwise required by Minnesota Statutes,
Chapter 302A, in which case shares will be voted by individual Series or Class,
as applicable; (ii) when otherwise required by the 1940 Act or the rules adopted
thereunder, in which case shares shall be voted by individual Series or Class,
as applicable; and (iii) when the matter does not affect the interests of a
particular Series or Class thereof, in which case only shareholders of the
Series or Class thereof affected shall be entitled to vote thereon and shall
vote by individual Series or Class, as applicable.
(b) All consideration received by the Corporation for the issue or sale of
Shares of any Series, together with all assets, income, earnings, profits and
proceeds derived therefrom (including all proceeds derived from the sale,
exchange or liquidation thereof and, if applicable, any assets derived from any
reinvestment of such proceeds in whatever form the same may be) shall become
part of the assets of the portfolio to which the Shares of that Series relate,
for all purposes, subject only to the rights of creditors, and shall be so
treated upon the books of account of the Corporation. Such assets, income,
earnings, profits and proceeds (including any proceeds derived from the sale,
exchange or liquidation thereof and, if applicable, any assets derived from the
sale, exchange or liquidation thereof and, if applicable, any assets derived
from any reinvestment of such proceeds in whatever form the same may be) are
herein referred to as "assets belonging to" such Series of Shares of the
Corporation.
(c) Assets of the Corporation not belonging to any particular Series are
referred to herein as "General Assets." General Assets shall be allocated to
each Series in proportion to the respective net assets belonging to such Series.
The determination of the Board of Directors shall be conclusive as to the amount
of assets, as to the characterization of assets as those belonging to a Series
or as General Assets, and as to the allocation of General Assets.
<PAGE>
(d) The assets belonging to a particular Series of Shares shall be charged
with the liabilities incurred specifically on behalf of such Series of Shares
("Special Liabilities"). Such assets shall also be charged with a share of the
general liabilities of the Corporation ("General Liabilities") in proportion to
the respective net assets belonging to such Series of common shares. The
determination of the Board of Directors shall be conclusive as to the amount of
liabilities, including accrued expenses and reserves, as to the characterization
of any liability as a Special Liability or General Liability, and as to the
allocation of General Liabilities among Series.
(e) The Board of Directors may, to the extent permitted by Minnesota
Statutes, Chapter 302A or any successor provision thereto, declare and pay
dividends or distributions in Shares, cash or other property on any or all
Series (or Classes thereof) of Shares, the amount of such dividends and the
payment thereof being wholly in the discretion of the Board of Directors.
(f) In the event of the liquidation or dissolution of the Corporation,
holders of the Shares of any Series shall have priority over the holders of any
other Series with respect to, and shall be entitled to receive, out of the
assets of the Corporation available for distribution to holders of shares, the
assets belonging to such Series of Shares and the General Assets allocated to
such Series of Shares, and the assets so distributable to the holders of the
Shares of any Series shall be distributed among such holders in proportion to
the number of Shares of such Series held by each such shareholder and recorded
on the books of the Corporation, except that, in the case of a Series with more
than one Class of Shares, such distributions shall be adjusted to appropriately
reflect any charges and expenses borne by each individual Class.
(g) With the approval of a majority of the shareholders of each of the
affected Series of Shares present in person or by proxy at a meeting called for
the following purpose (provided that at least 10% of the issued and outstanding
Shares of the affected Series is present at such meeting in person or by proxy),
the Board of Directors may transfer the assets of any Series to any other
Series. Upon such a transfer, the Corporation shall issue Shares representing
interests in the Series to which the assets were transferred in exchange for all
Shares representing interests in the Series from which the assets were
transferred. Such Shares shall be exchanged at their respective net asset
values.
8. The following additional provisions, when consistent with law, are
hereby established for the management of the business, for the conduct of the
affairs of the Corporation, and for the purpose of describing certain specific
powers of the Corporation and of its directors and shareholders.
(a) In furtherance and not in limitation of the powers conferred by statute
and pursuant to these Articles of Incorporation, the Board of Directors is
expressly authorized to do the following:
(i) to make, adopt, alter, amend and repeal Bylaws of the Corporation
unless reserved to the shareholders by the Bylaws or by the laws of the State of
Minnesota, subject to the power of the shareholders to change or repeal such
Bylaws;
(ii) to distribute, in its discretion, for any fiscal year (in the year or
in the next fiscal year) as ordinary dividends and as capital gains
distributions, respectively, amounts sufficient to enable each Series to qualify
under the Internal Revenue Code as a regulated investment company to avoid any
liability for federal income tax in respect of such year. Any distribution or
dividend paid to shareholders from any capital source shall be accompanied by a
written statement showing the source or sources of such payment;
<PAGE>
(iii) to authorize, subject to such vote, consent, or approval of
shareholders and other conditions, if any, as may be required by any applicable
statute, rule or regulation, the execution and performance by the Corporation of
any agreement or agreements with any person, corporation, association, company,
trust, partnership (limited or general) or other organization whereby, subject
to the supervision and control of the Board of Directors, any such other person,
corporation, association, company, trust, partnership (limited or general), or
other organization shall render managerial, investment advisory, distribution,
transfer agent, accounting and/or other services to the Corporation (including,
if deemed advisable, the management or supervision of the investment portfolios
of the Corporation) upon such terms and conditions as may be provided in such
agreement or agreements;
(iv) to authorize any agreement of the character described in subparagraph
3 of this paragraph (a) with any person, corporation, association, company,
trust, partnership (limited or general) or other organization, although one or
more of the members of the Board of Directors or officers of the Corporation may
be the other party to any such agreement or an officer, director, employee,
shareholder, or member of such other party, and no such agreement shall be
invalidated or rendered voidable by reason of the existence of any such
relationship;
(v) to allot and authorize the issuance of the authorized but unissued
Shares of any Series, or Class thereof, of the Corporation;
(vi) to accept or reject subscriptions for Shares of any Series, or Class
thereof, made after incorporation;
(vii) to fix the terms, conditions and provisions of and authorize the
issuance of options to purchase or subscribe for Shares of any Series, or Class
thereof, including the option price or prices at which Shares may be purchased
or subscribed for;
(viii) to take any action which might be taken at a meeting of the Board of
Directors, or any duly constituted committee thereof, without a meeting pursuant
to a writing signed by that number of directors or committee members that would
be required to taken the same action at a meeting of the Board of Directors or
committee thereof at which all directors or committee members were present;
provided, however, that, if such action also requires shareholder approval, such
writing must be signed by all of the directors or committee members entitled to
vote on such matter; and
(ix) to determine what constitutes net income, total assets and the net
asset value of the Shares of each Series (or Class thereof) of the Corporation.
Any such determination made in good faith shall be final and conclusive, and
shall be binding upon the Corporation, and all holders (past, present and
future) of Shares of each Series and Class thereof.
(b) Except as provided in the next sentence of this paragraph (b), Shares
of any Series, or Class thereof, hereafter issued which are redeemed, exchanged,
or otherwise acquired by the Corporation shall return to the status of
authorized and unissued Shares of such Series or Class. Upon the redemption,
exchange, or other acquisition by the Corporation of all outstanding Shares of
any Series (or Class thereof), hereafter issued, such Shares shall return to the
status of authorized and unissued Shares without designation as to series (if no
Shares of the Series remain outstanding) or with the same designation as to
Series, but no designation as to class within such Series (if Shares of such
Series remain outstanding, but no Shares of such Class thereof remain
outstanding), and all provisions of these articles of incorporation relating to
such Series, or Class thereof (including, without limitation, any statement
establishing or fixing the rights and preferences of such Series, or Class
thereof,), shall cease to be of further effect and shall cease to be a part of
these articles. Upon the occurrence of such events, the Board of Directors of
the Corporation shall have the power, pursuant to Minnesota Statutes Section
302A.135, Subdivision 5 or any successor provision and without shareholder
action, to cause restated articles of incorporation of the Corporation to be
prepared and filed with the Secretary of State of the State of Minnesota which
reflect such removal from these articles of all such provisions relating to such
Series, or Class thereof.
<PAGE>
(c) The determination as to any of the following matters made by or
pursuant to the direction of the Board of Directors consistent with these
Articles of Incorporation and in the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of duties, shall be final and conclusive
and shall be binding upon the Corporation and every holder of shares of its
capital stock: namely, the amount of the assets, obligations, liabilities and
expenses of each Series (or Class thereof) of the Corporation; the amount of the
net income of each Series (or Class thereof) of the Corporation from dividends
and interest for any period and the amount of assets at any time legally
available for the payment of dividends in each Series (or Class thereof); the
amount of paid-in surplus, other surplus, annual or other net profits, or net
assets in excess of capital, undivided profits, or excess of profits over losses
on sales of securities of each Series (or Class thereof); the amount, purpose,
time of creation, increase or decrease, alteration or cancellation of any
reserves or charges and the propriety thereof (whether or not any obligation or
liability for which such reserves or charges shall have been created shall have
been paid or discharged); the market value, or any sale, bid or asked price to
be applied in determining the market value, of any security owned or held by or
in each Series of the Corporation; the fair value of any other asset owned by or
in each Series of the Corporation; the number of Shares of each Series (or Class
thereof) of the Corporation issued or issuable; any matter relating to the
acquisition, holding and disposition of securities and other assets by each
Series of the Corporation; and any question as to whether any transaction
constitutes a purchase of securities on margin, a short sale of securities, or
an underwriting of the sale of, or participation in any underwriting or selling
group in connection with the public distribution of any securities.
(d) The Board of Directors or the shareholders of the Corporation may
adopt, amend, affirm or reject investment policies and restrictions upon
investment or the use of assets of each Series of the Corporation and may
designate some such policies as fundamental and not subject to change other than
by a vote of a majority of the outstanding voting securities, as such phrase is
defined in the 1940 Act. of the affected Series of the Corporation.
9. The Corporation shall indemnify such persons for such expenses and
liabilities, in such manner, under such circumstances, and to the full extent
permitted by Section 302A.521 of the Minnesota Statutes, as now enacted or
hereafter amended, provided, however, that no such indemnification may be made
if it would be in violation of Section 17(h) of the 1940 Act. as now enacted or
hereafter amended.
10. To the fullest extent permitted by the Minnesota Statutes, Chapter
302A, as the same exists or may hereafter be amended (except as prohibited by
the 1940 Act, as the same exists or may hereafter be amended), a director of the
Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director.
IN WITNESS WHEREOF, the undersigned duly elected Secretary of the
Corporation has executed this Certificate of Amendment to the Articles of
Incorporation on July 23, 1993.
s/s William C. Joas
Secretary
EXHIBIT 2
BYLAWS
OF
IAI INVESTMENT FUNDS VIII, INC.
ARTICLE I
OFFICES, CORPORATE SEAL
Section 1.01. Name. The name of the corporation is IAI Investment Funds
VIII, Inc. The name of the series represented by Series A Common Shares shall be
"IAI Value Fund."
Section 1.02. Registered Office. The registered office of the corporation
in Minnesota shall be that set forth in the Articles of Incorporation or in the
most recent amendment of the Articles of Incorporation or resolution of the
directors filed with the Secretary of State of Minnesota changing the registered
office.
Section 1.03. Other Offices. The corporation may have such other offices
and places of businesses, within or without the State of Minnesota, as the
directors shall, from time to time, determine.
Section 1.04. Corporate Seal. The corporate seal shall be circular in form
and shall have inscribed thereon the name of the corporation and the word
"Minnesota" and the words "Corporate Seal." The form of the seal shall be
subject to alteration by the Board of Directors and the seal may be used by
causing it or a facsimile to be impressed or affixed or printed or otherwise
reproduced. Any officer or director of the corporation shall have authority to
affix the corporate seal of the corporation to any document requiring the same.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01. Place and Time of Meetings. Except as provided otherwise by
Minnesota Statutes Chapter 302A, meetings of the shareholders may be held at any
place, within or without the State of Minnesota, designated by the directors
and, in the absence of such designation, shall be held at the registered office
of the corporation in the State of Minnesota. The directors shall designate the
time of day for each meeting and, in the absence of such designation, every
meeting of shareholders shall be held at ten o'clock a.m.
Section 2.02. Regular Meetings. Annual meetings of shareholders are not
required by these Bylaws. Regular meetings shall be held only with such
frequency and at such times and places as provided in and required by law.
Section 2.03. Special Meetings. Special meetings of the shareholders may be
held at any time and for any purpose and may be called by the Chairman of the
Board, the President, and two or more directors, or by one or more shareholders
holding ten percent (10%) or more of the shares entitled to vote on the matters
to be presented to the meeting, except that a special meeting for the purpose of
considering any action directly or indirectly to facilitate or effect a business
combination, including any action to change or otherwise affect the composition
of the Board of Directors for that purpose, must be called by 25% of the voting
power of all shares entitled to vote.
<PAGE>
Section 2.04. Quorum; Adjourned Meetings. The holders of ten percent (10%)
of the shares outstanding and entitled to vote at the meeting shall constitute a
quorum for the transaction of business at any regular or special shareholders'
meeting. In case a quorum shall not be present at a meeting, those present in
person or by proxy shall adjourn the meeting to such day as they shall, by
majority vote, agree upon without further notice other than by announcement at
the meeting at which such adjournment is taken. If a quorum is present, a
meeting may be adjourned from time to time without notice other than
announcement at the meeting. At adjourned meetings at which a quorum is present,
any business may be transacted which might have been transacted at the meeting
as originally noticed. If a quorum is present, the shareholders may continue to
transact business until adjournment notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 2.05. Voting. At each meeting of the shareholders, every
shareholder shall have the right to vote in person or by proxy. Each
shareholder, unless the Articles of Incorporation or applicable laws provide
otherwise, shall have one vote for each share having voting power registered in
his name on the books of the corporation. Upon the demand of any shareholder,
the vote upon any question before the meeting shall be by written ballot. Except
as otherwise specifically provided by these Bylaws or as required by provisions
of the Investment Company Act of l940 or other applicable laws, all questions
shall be decided by a majority vote of the number of shares entitled to vote and
represented at the meeting at the time of the vote. If the matter(s) to be
presented at a regular or special meeting relates only to an individual series
or class thereof of the corporation, then only the shareholders of the series or
class thereof are entitled to vote on such matter(s).
Section 2.06. Voting Proxies. The right to vote by proxy shall exist only
if the instrument authorizing such proxy to act shall have been executed in
writing by the shareholder himself or by his attorney thereunto duly authorized
in writing. No proxy shall be voted after eleven (11) months from its date
unless it provides for a longer period.
Section 2.07. Closing of Books. The Board of Directors may fix a time, not
exceeding sixty (60) days preceding the date of any meeting of shareholders, as
a record date for the determination of the shareholders entitled to notice of,
and to vote at, such meeting, notwithstanding any transfer of shares on the
books of the corporation after any record date so fixed. If the Board of
Directors fails to fix a record date for determination of the shareholders
entitled to notice of, and to vote at, any meeting of shareholders, the record
date shall be the thirtieth (30th) day preceding the date of such meeting.
Section 2.08. Notice of Meetings. The Secretary or an Assistant Secretary
shall mail to each shareholder shown by the books of the corporation to be a
holder of record of voting shares, at his address as shown by the books of the
corporation, a notice setting out the time and date and place of each regular
meeting and each special meeting, which notice shall be mailed at least ten (10)
days prior thereto; except that notice of a meeting at which an agreement of
merger or consolidation is to be considered shall be mailed to all shareholders
of record, whether entitled to vote or not, at least two (2) weeks prior
thereto; and except that notice of a meeting at which a proposal to dispose of
all, or substantially all, of the property and assets of the corporation is to
be considered shall be mailed to all shareholders of record, whether entitled to
vote or not, at least ten (10) days prior thereto; and except that notice of a
meeting at which a proposal to dissolve the corporation or to amend the Articles
of Incorporation is to be considered shall be mailed to all shareholders of
record, whether entitled to vote or not, at least ten (10) days prior thereto.
Every notice of any special meeting shall state the purpose or purposes for
which the meeting has been called, pursuant to Section 2.03, and the business
transacted at all special meetings shall be confined to the purpose stated in
the call.
Section 2.09. Waiver of Notice. Notice of any regular or special meeting
may be waived either before, at or after such meeting orally or in writing
signed by each shareholder or representative thereof entitled to vote the shares
so represented. A shareholder, by his attendance at any meeting of shareholders,
shall be deemed to have waived notice of such meeting, except where the
shareholder objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened, or objects
before a vote on an item of business because the item may not lawfully be
considered at that meeting and does not participate in the consideration of the
item at that meeting.
<PAGE>
Section 2.10. Written Action. Any action which might be taken at a meeting
of the shareholders may be taken without a meeting if done in writing and signed
by a majority of the shareholders entitled to vote on that action. If the action
to be taken relates to an individual series or class thereof of the corporation,
then only shareholders of the series or class thereof are entitled to vote on
such action.
ARTICLE III
DIRECTORS
Section 3.01. Number Qualifications and Term of Office. Until the first
meeting of shareholders, or until the directors increase their number by
resolution, the number of directors shall be the number named in the Articles of
Incorporation. Thereafter, the number of directors shall be established by
resolution of the shareholders (subject to the authority of the Board of
Directors to increase the number of directors as permitted by law). In the
absence of such resolution, the number of directors shall be the number last
fixed by the shareholders, the Board of Directors or the Articles of
Incorporation. Directors may but need not be shareholders. Each of the directors
shall hold office until the regular meeting of shareholders next held after his
election and until his successor shall have been elected and shall qualify, or
until he shall resign, or shall have been removed as hereinafter provided.
Section 3.02. Election of Directors. Except as otherwise provided in
Section 3.12 and 3.13 hereof the directors shall be elected at all regular
shareholders' meeting. Directors may be elected at a special shareholders'
meeting, provided that the notice of such meeting shall contain mention of such
purpose. At each shareholders' meeting for the election of directors, the
directors shall be elected by a plurality of the votes validly cast at such
election. The shareholders of each series or class thereof of stock of the
corporation shall be entitled to vote for directors and shall have equal voting
power.
Section 3.03. General Powers.
(a) The property, affairs and business of the corporation shall be managed
by the Board of Directors, which may exercise all the powers of the corporation
except those powers vested solely in the shareholders of the corporation by
statute, the Articles of Incorporation or these Bylaws, as amended.
(b) All acts done by any meeting of the directors or by any person acting
as a director, so long as his successor shall not have been duly elected or
appointed, shall, notwithstanding that it be afterwards discovered that there
was some defect in the election of the directors or such person acting as
aforesaid or that they or any of them were disqualified, be as valid as if the
directors or such other person, as the case may be, had been duly elected and
were or was qualified to be directors or a director of the corporation.
Section 3.04. Power to Declare Dividends.
(a) The Board of Directors, from time to time as they may deem advisable,
may declare and pay dividends in cash or other property of the corporation, out
of any source available for dividends, to the shareholders of each series (or
class thereof) of stock of the corporation according to their respective rights
and interests in the investment portfolio of the corporation issuing such series
(or class thereof) of stock.
(b) The Board of Directors shall cause to be accompanied by a written
statement any dividend payment wholly or partly from any source other than
(i) each investment portfolio's accumulated and accrued undistributed net
income (determined in accordance with generally accepted accounting practice and
the rules and regulations of the Securities and Exchange Commission then in
effect) and not including profits or losses realized upon the sale of securities
or other properties; or
<PAGE>
(ii) each investment portfolio's net income so determined for the current
or preceding fiscal year.
Such statement shall adequately disclose the source or sources of such
payment and the basis of calculation, and shall be in such form as the
Commission may prescribe.
(c) Notwithstanding the above provisions of this Section 3.04, the Board of
Directors may at any time declare and distribute pro rata among the shareholders
of each series (or class thereof) of stock a "stock dividend" out of each
portfolio's authorized but unissued shares of stock, including any shares
previously purchased by a portfolio of the corporation.
Section 3.05. Annual Meeting. The Board of Directors shall meet annually at
the registered office of the corporation, or at such other place within or
without the State of Minnesota as may be designated by the Board of Directors,
for the purpose of electing the officers of the corporation and for the
transaction of such other business as shall come before the meeting.
Section 3.06. Board Meetings. Meetings of the Board of Directors shall be
held from time to time at such time and place within or without the State of
Minnesota as may be fixed by resolution adopted by a majority of the whole Board
of Directors.
Section 3.07. Meeting; Notice. A director may call a meeting by giving five
(5) days' notice to all directors of the date, time, and place of the meeting;
provided that if the date, time and place of a board meeting have been announced
at a previous meeting of the board, no notice is required.
Section 3.08. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived either before, at, or after such meeting orally or in
writing signed by such director. A director, by his attendance and participation
in the action taken at any meeting of the Board of Directors, shall be deemed to
have waived notice of such meeting.
Section 3.09. Quorum. A majority of the directors then holding office shall
constitute a quorum for the transaction of business at such meeting; provided,
however, notwithstanding the above, if the Board of Directors is taking action
pursuant to the Investment Company Act of 1940, as now enacted or hereafter
amended, a majority of the directors who are not "interested persons" (as
defined by the Investment Company Act of 1940, as now enacted or hereafter
amended) of the corporation shall constitute a quorum for taking such action.
Section 3.10. Advance Consent or Opposition. A director may give advance
written consent or opposition to a proposal to be acted on at a meeting of the
Board of Directors. If such director is not present at the meeting, consent or
opposition to a proposal does not constitute presence for purposes of
determining the existence of a quorum, but consent or opposition shall be
counted as a vote in favor of or against the proposal and shall be entered in
the minutes or other record of action at the meeting, if the proposal acted on
at the meeting is substantially the same or has substantially the same effect as
the proposal to which the director has consented or objected.
Section 3.11. Conference Communications. Directors may participate in any
meeting of the Board of Directors, or of any duly constituted committee thereof,
by means of a conference telephone conversation or other comparable
communication technique whereby all persons participating in the meeting can
hear and communicate to each other. For the purposes of establishing a quorum
and taking any action at the meeting, such directors participating pursuant to
this Section 3.11 shall be deemed present in person at the meeting, and the
place of the meeting shall be the place or origination of the conference
telephone conversation or other comparable communication technique.
<PAGE>
Section 3.12. Vacancies; Newly Created Directorships. Vacancies in the
Board of Directors of the corporation occurring by reason of death, resignation,
removal or disqualification shall be filled for the unexpired term by a majority
of the remaining directors of the Board although less than a quorum; newly
created directorships resulting from an increase in the authorized number of
directors by action of the Board of Directors as permitted by Section 3.01 may
be filled by a two-thirds (2/3) vote of the directors serving at the time of
such increase; and each person so elected shall be a director until his
successor is elected by the shareholders, who may make such election at their
next regular meeting or at any meeting duly called for that purpose; provided,
however, that no vacancy can be filled as provided above if prohibited by the
provisions of the Investment Company Act of 1940.
Section 3.13. Removal. The entire Board of Directors or any individual
director may be removed from office, with or without cause, by a vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors. In the event that the entire Board or any one or more directors be so
removed, new directors shall be elected at the same meeting, or the remaining
directors may, to the extent vacancies are not filled at such meeting, fill any
vacancy or vacancies created by such removal. A director named by the Board of
Directors to fill a vacancy may be removed from office at any time, with or
without cause, by the affirmative vote of the remaining directors if the
shareholders have not elected directors in the interim between the time of the
appointment to fill such vacancy and the time of removal.
Section 3.14. Committees. A resolution approved by the affirmative vote of
a majority of the Board of Directors may establish committees having the
authority of the board in the management of the business of the corporation to
the extent provided in the resolution. A committee shall consist of one or more
persons, who need not be directors, appointed by affirmative vote of a majority
of the directors present. Committees are subject to the direction and control
of, and vacancies in the membership thereof shall be filled by, the Board of
Directors, except as provided by Minnesota Statutes Section 302A.243.
A majority of the members of the committee present at a meeting is a quorum
for the transaction of business, unless a larger or smaller proportion or number
is provided in a resolution approved by the affirmative vote of a majority of
the directors present.
Section 3.15. Written Action. Any action which might be taken at a meeting
of the Board of Directors, or any duly constituted committee thereof, may be
taken without a meeting if done in writing and signed by a majority of the
directors or committee members.
Section 3.16. Compensation. Directors who are not salaried officers of this
corporation or affiliated with its investment adviser shall receive such fixed
sum per meeting attended or such fixed annual sum as shall be determined, from
time to time, by resolution of the Board of Directors. All directors may receive
their expenses, if any, of attendance at meetings of the Board of Directors or
any committee thereof. Nothing herein contained shall be construed to preclude
any director from serving this corporation in any other capacity and receiving
proper compensation therefor.
Section 3.17. Resignation. A director may resign by giving written notice
to the corporation, and the resignation is effective without acceptance when
given, unless a later effective time is specified in the notice.
ARTICLE IV
OFFICERS
Section 4.01. Number. The officers of the corporation shall consist of a
Chairman of the Board (if one is elected by the Board), the President, a
Treasurer and a Secretary, and, if desired by the Board, one or more Vice
Presidents, Assistant Secretaries, and Assistant Treasurers, and such other
officers and agents as may, from time to time, be elected by the Board of
Directors. Any number of offices may be held by the same person.
<PAGE>
Section 4.02. Election, Term of Office and Qualifications. The Board of
Directors shall elect, from within or without their number, the President, the
Secretary, the Treasurer and such other officers as may be deemed advisable. The
President and all other officers who may be directors shall continue to hold
office until the election and qualification of their successors, notwithstanding
an earlier termination of their directorship.
Section 4.03. Resignation. Any officer may resign his office at any time by
delivering a written resignation to the Board of Directors, the President, the
Secretary, or any Assistant Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
Section 4.04. Removal and Vacancies. Any officer may be removed from his
office by a majority of the whole Board of Directors, with or without cause.
Such removal, however, shall be without prejudice to the contract rights of the
person so removed. If there be a vacancy among the officers of the corporation
by reason of death, resignation or otherwise, such vacancy shall be filled for
the unexpired term by the Board of Directors.
Section 4.05. Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside at all meetings of the shareholders and directors and
shall have such other duties as may be prescribed, from time to time, by the
Board of Directors.
Section 4.06. President. The President shall have general active management
of the business of the corporation. In the absence of the Chairman of the Board,
he shall preside at all meetings of the shareholders and directors. He shall be
the chief executive officer of the corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He shall be ex
officio a member of all standing committees. He may execute and deliver, in the
name of the corporation, any deeds, mortgages, bonds, contracts or other
instruments pertaining to the business of the corporation and, in general, shall
perform all duties usually incident to the office of President. He shall have
such other duties as may, from time to time, be prescribed by the Board of
Directors.
Section 4.07. Vice President. Each Vice President shall have such powers
and shall perform such duties as may be specified in the Bylaws or prescribed by
the Board of Directors or by the President. In the event of absence or
disability of the President, Vice Presidents shall succeed to his power and
duties in the order designated by the Board of Directors.
Section 4.08. Secretary. The Secretary shall be secretary of, and shall
attend all, meetings of the shareholders and Board of Directors and shall record
all proceedings of such meetings in the minute book of the corporation. He shall
give proper notice of meetings of shareholders and directors. He shall keep the
seal of the corporation and shall affix the same to any instrument requiring it
and may, when necessary, attest the seal by his signature. He shall perform such
other duties as may, from time to time, be prescribed by the Board of Directors
or by the President.
Section 4.09. Treasurer. The Treasurer shall keep accurate accounts of all
moneys of the corporation received or disbursed. He shall deposit all moneys,
drafts and checks in the name of, and to the credit of, the corporation in such
banks and depositories as a majority of the whole Board of Directors shall, from
time to time, designate. He shall have power to endorse, for deposit, all notes,
checks and drafts received by the corporation. He shall disburse the funds of
the corporation, as ordered by the Board of Directors, making proper vouchers
therefor. He shall render to the President and the directors, whenever required,
an account of all his transactions as Treasurer and of the financial condition
of the corporation, and shall perform such other duties as may, from time to
time, be prescribed by the Board of Directors or by the President.
Section 4.10. Assistant Secretaries. At the request of the Secretary, or in
his absence or disability, any Assistant Secretary shall have power to perform
all the duties of the Secretary and, when so acting, shall have all the powers
of, and be subject to all restrictions upon, the Secretary. The Assistant
Secretaries shall perform such other duties as from time to time may be assigned
to them by the Board of Directors or the President.
<PAGE>
Section 4.11. Assistant Treasurer. At the request of the Treasurer, or in
his absence or disability, any Assistant Treasurer shall have power to perform
all the duties of the Treasurer, and when so acting, shall have all the powers
of, and be subject to all the restrictions upon, the Treasurer. The Assistant
Treasurers shall perform such other duties as from time to time may be assigned
to them by the Board of Directors or the President.
Section 4.12. Compensation. The officers of this corporation shall receive
such compensation for their services as may be determined, from time to time, by
resolution of the Board of Directors. Section 4.13. Surety Bonds. The Board of
Directors may require any officer or agent of the corporation to execute a bond
(including, without limitation, any bond required by the Investment Company Act
of 1940 and the rules and regulations of the Securities and Exchange Commission)
to the corporation in such sum and with such surety or sureties as the Board of
Directors may determine, conditioned upon the faithful performance of his duties
to the corporation, including responsibility for negligence and for the
accounting of any of the corporation's property, funds or securities that may
come into his hands. In any such case, a new bond of like character shall be
given at least every six years, so that the date of the new bond shall not be
more than six years subsequent to the date of the bond immediately preceding.
ARTICLE V
SHARES AND THEIR TRANSFER AND REDEMPTION
Section 5.01. Certificates for Shares.
(a) The corporation may have certificated or uncertificated shares, or
both, as designated by resolution of the Board of Directors. Every owner of
certificated shares of the corporation shall be entitled to a certificate, to be
in such form as shall be prescribed by the Board of Directors, certifying the
number of shares of the corporation owned by him. Within a reasonable time after
the issuance or transfer of uncertificated shares, the corporation shall send to
the new shareholder the information required to be stated on certificates.
Certificated shares shall be numbered in the order in which they shall be issued
and shall be signed, in the name of the corporation, by the President or a Vice
President and by the Treasurer, or by such officers as the Board of Directors
may designate. Such signatures may be facsimile if authorized by the Board of
Directors. Every certificate surrendered to the corporation for exchange or
transfer shall be canceled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so canceled, except in cases provided for in Section 5.08
(b) In case any officer, transfer agent or registrar who shall have signed
any such certificate, or whose facsimile signature has been placed thereon,
shall cease to be such an officer (because of death, resignation or otherwise)
before such certificate is issued, such certificate may be issued and delivered
by the corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.
Section 5.02. Issuance of Shares. The Board of Directors is authorized to
cause to be issued shares of the corporation up to the full amount authorized by
the Articles of Incorporation in such series and classes thereof and in such
amounts as may be determined by the Board of Directors and as may be permitted
by law. No shares shall be allotted except in consideration of cash or of an
amount transferred from surplus to stated capital upon a share dividend. At the
time of such allotment of shares, the Board of Directors making such allotments
shall state, by resolution, their determination of the fair value to the
corporation in monetary terms of any consideration other than cash for which
shares are adopted. The amount of consideration to be received in cash, or
otherwise, shall not be less than the par value of the shares so allotted. No
shares of stock issued by the corporation shall be issued, sold, or exchanged by
or on behalf of the corporation for any amount less than the net asset value per
share of the shares outstanding as determined pursuant to Article XI hereunder.
<PAGE>
Section 5.03. Redemption of Shares. Upon the demand of any shareholder this
corporation shall redeem any share of stock issued by it held and owned by such
shareholder at the net asset value thereof as determined pursuant to Article XI
hereunder. The Board of Directors may suspend the right of redemption or
postpone the date of payment during any period when: (a) trading on the New York
Stock Exchange is restricted or such Exchange is closed for other than weekends
or holidays; (b) the Securities and Exchange Commission has by order permitted
such suspension; or (c) an emergency as defined by rules of the Securities and
Exchange Commission exists, making disposal of portfolio securities or valuation
of net assets of the corporation not reasonably practicable.
If the value of a shareholder's investments in the corporation becomes less
than $500 (or such other amount as may be determined from time to time by the
Board of Directors) as a result of a redemption or transfer of shares, the
corporation's officers are authorized, in their discretion, on behalf of the
corporation, to redeem such shareholder's entire interest and remit such amount,
provided that such a redemption will only be effected by the corporation
following (a) the mailing by the corporation to such shareholder of a "notice of
intention to redeem," and (b) the passage of such time period as may be
determined by the Board of Directors, during which time the shareholder will
have the opportunity to make an additional investment in the corporation to
increase the value of such shareholder's account to at least such minimum
amount.
Section 5.04. Transfer of Shares. Transfer of shares on the books of the
corporation may be authorized only by the shareholder named in the certificate,
or the shareholder's legal representative, or the shareholder's duly authorized
attorney-in-fact, and upon surrender of the certificate or the certificates for
such shares or a duly executed assignment covering shares held in unissued form.
The corporation may treat, as the absolute owner of shares of the corporation,
the person or persons in whose name shares are registered on the books of the
corporation.
Section 5.05. Registered Shareholders. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by the laws of Minnesota.
Section 5.06 Transfer Agents and Registrars. The Board of Directors may
from time to time appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the corporation, and it may appoint the same
person as both transfer agent and registrar. Upon any such appointment being
made all certificates representing shares of capital stock thereafter issued
shall be countersigned by one of such transfer agents or by one of such
registrars of transfers or by both and shall not be valid unless so
countersigned. If the same person shall be both transfer agent and registrar,
only one countersignature by such person shall be required.
Section 5.07. Transfer Regulations. The shares of stock of the corporation
may be freely transferred, and the Board of Directors may from time to time
adopt rules and regulations with reference to the method of transfer of the
shares of stock of the corporation.
Section 5.08. Lost, Stolen, Destroyed, and Mutilated Certificates. The
holder of any stock of the corporation shall immediately notify the corporation
of any loss, theft destruction or mutilation of any certificate therefor, and
the Board of Directors may, in its discretion, cause to be issued to him a new
certificate or certificate of stock upon the surrender of the mutilated
certificate or in case of loss, theft or destruction of the certificate, upon
satisfactory proof of such loss, theft or destruction, after the owner of the
lost, stolen or destroyed certificate, or his legal representatives, gives to
the corporation and to such registrar or transfer agent as may be authorized or
required to countersign such new certificate or certificates a bond, in such sum
as they may direct, and with such surety or sureties, as they may direct, as
indemnity against any claim that may be made against them or any of them on
account of or in connection with the alleged loss, theft, or destruction of any
such certificate.
<PAGE>
ARTICLE VI
DIVIDENDS, SURPLUS, ETC.
Section 6.01. The corporation's net investment income will be determined,
and its dividends shall be declared and made payable at such time(s) as the
Board of Directors shall determine; dividends shall be payable to shareholders
of record as of the date of declaration.
It shall be the policy of the corporation to qualify for and elect the tax
treatment applicable to regulated investment companies under the Internal
Revenue Code, so that the corporation will not be subjected to Federal income
tax on such part of its income or capital gains as it distributes to
shareholders.
ARTICLE VII
BOOKS AND RECORDS, AUDIT, FISCAL YEAR
Section 7.01. Books and Records. The Board of Directors of the corporation
shall cause to be kept such books and records, at such places, as may be
required by law.
Section 7.02. Audit, Accountant.
(a) The Board of Directors shall cause the records and books of account of
the corporation to be audited at least once in each fiscal year and at such
other times as it may deem necessary or appropriate.
(b) The corporation shall employ an independent certified public accountant
or firm of independent certified public accountants as its Accountant to examine
the accounts of the corporation and to sign and certify financial statements
filed by the corporation. The Accountant's certificates and reports shall be
addressed both to the Board of Directors and to the shareholders.
(c) A majority of the members of the Board of Directors shall select the
Accountant at any meeting held before the first regular meeting of shareholders,
and thereafter shall select the Accountant annually at a meeting held within
thirty (30) days before or after the beginning of the fiscal year of the
corporation. Such selection shall be submitted for ratification or rejection at
the next succeeding regular shareholders' meeting. If such meeting shall reject
such selection, the Accountant shall be selected by majority vote, either at the
meeting at which the rejection occurred or at a subsequent meeting of
shareholders called for such purpose.
(d) Any vacancy occurring between regular meetings, due to the death,
resignation or otherwise of the Accountant, may be filled by the Board of
Directors.
Section 7.03. Fiscal Year. The fiscal year of the corporation shall be
determined by the Board of Directors.
ARTICLE VIII
INSPECTION OF BOOKS
Section 8.01. Every shareholder of the corporation and every holder of a
voting trust certificate shall have a right to examine, in person or by agent or
attorney, at any reasonable time or times, for any proper purpose, and at the
place or places where usually kept, the share register, books of account and
records of the proceedings of the shareholders and directors and to make
extracts therefrom.
<PAGE>
ARTICLE IX
LOANS TO OFFICERS, DIRECTORS, SHAREHOLDERS
Section 9.01. The corporation shall not lend any of its assets to any
officer or director of the corporation, nor shall it lend any of its assets to
shareholders upon the security of its shares. If any such loan be made, the
officers and directors who make such loan, or assent thereto, shall be jointly
and severally liable for repayment or return thereof.
ARTICLE X
VOTING OF STOCK HELD
Section 10.01. Unless otherwise provided by resolution of the Board of
Directors, the President, any Vice President, the Secretary or the Treasurer,
may from time to time appoint an attorney or attorneys or agent or agents of the
corporation, in the name and on behalf of the corporation, to cast the votes
which the corporation may be entitled to cast as a stockholder or otherwise in
any other corporation or association, any of whose stock or securities may be
held by the corporation, at meetings of the holders of the stock or other
securities of any such other corporation or association, or to consent in
writing to any action by any such other corporation or association, and may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent, and may execute or cause to be executed on behalf
of the corporation and under its corporate seal, or otherwise, such written
proxies, consents, waivers, or other instruments as it may deem necessary or
proper in the circumstances; or any of such officers may themselves attend any
meeting of the holders of stock or other securities of any such corporation or
association and thereat vote or exercise any or all other powers of the
corporation as the holder of such stock or other securities of such other
corporation or association, or consent in writing to any action by any such
other corporation or association.
ARTICLE XI
VALUATION OF NET ASSET VALUE
Section 11.01. The net asset value per share of each series of stock issued
by the portfolios of the corporation shall be determined in good faith by or
under supervision of the officers of the corporation as authorized by the Board
of Directors as often and on such days and at such time(s) as the Board of
Directors shall determine.
ARTICLE XII
CUSTODY OF ASSETS
Section 12.01. All securities and cash owned by this corporation shall, as
hereinafter provided, be held by or deposited with a bank or trust company
having (according to its last published report) not less than two million
dollars ($2,000,000) aggregate capital, surplus and undivided profits (the
"Custodian").
This corporation shall enter into a written contract with the Custodian
regarding the powers, duties and compensation of the Custodian with respect to
the cash and securities of this corporation held by the Custodian. Said contract
and all amendments thereto shall be approved by the Board of Directors of this
corporation. In the event of the Custodian's resignation or termination, the
corporation shall use its best efforts promptly to obtain a successor Custodian
and shall require that the cash and securities owned by this corporation held by
the Custodian be delivered directly to such successor Custodian.
<PAGE>
ARTICLE XIII
AMENDMENTS
Section 13.01. These Bylaws may be amended or altered by a vote of the
majority of the whole Board of Directors at any meeting provided that notice of
such proposed amendment shall have been given in the notice given the directors
of such meeting. Such authority in the Board of Directors is subject to the
power of the shareholders to change or repeal such Bylaws by a majority vote of
the shareholders present or represented at any regular or special meeting of
shareholders called for such purpose. The Board of Directors shall not make or
alter any Bylaws fixing their qualifications, classifications, term of office,
or number, except that the Board of Directors may make or alter any Bylaws to
increase their number.
ARTICLE XIV
MISCELLANEOUS
Section 14.01. Interpretation. When the context in which words are used in
these Bylaws indicates that such is the intent, singular words will include the
plural and vice verse, and masculine words will include the feminine and neuter
genders and vice versa.
Section 14.02. Article and Section Titles. The titles of Sections and
Articles in these Bylaws are for descriptive purpose only and will not control
or alter the meaning of any of these Bylaws as set forth in the text.
EXHIBIT 8
CUSTODIAN AGREEMENT
THIS AGREEMENT, made as of the 12th day of May, 1993, by and between IAI
Value Fund, Inc., a Minnesota corporation (the "Fund"), and Norwest Bank
Minnesota N.A., a national banking association organized and existing under the
laws of the United States of America (the "Custodian").
WITNESSETH:
WHEREAS, the Fund desires to appoint the Custodian as the custodian for its
assets, and the Custodian desires to accept such appointment, pursuant to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
herein made, the Fund and the Custodian agree as follows:
Article 1. Definitions
The word "Securities" as used herein shall be construed to include, without
being limited to, shares, stocks, bonds, debentures, notes, scrip, participation
certificates, rights to subscribe, warrants, options, certificates of deposit,
bankers' acceptances, repurchase agreements, commercial paper, choses in action,
evidences of indebtedness, investment contracts, voting trust certificates,
certificates of indebtedness and certificates of interest of any and every kind
and nature whatsoever, secured and unsecured, issued or to be issued, by any
corporation, company, partnership (limited or general), association, trust,
entity or person, public or private, whether organized under the laws of the
United States, or any state, commonwealth, territory or possession thereof, or
organized under the laws of any foreign country, or any state, province,
territory or possession thereof, or issued or to be issued by the United States
government or any agency or instrumentality thereof, options on stock indexes,
stock index and interest rate futures contracts and options thereon, and other
futures contracts and options thereon.
The words "Written Order from the Fund" shall mean a writing signed or
initialed by one or more person or persons designated in the current certified
list referred to in Article 2, provided that if said writing is signed by only
one person, that person shall be an officer of the Fund designated in said
current certified list. "Written Order from the Fund" also may include a
communication effected directly between electro-mechanical or electronic devices
(including, but not limited to, facsimile transceivers) provided that management
of the Fund and the Custodian are satisfied that such procedures afford adequate
safeguards for the assets of the Fund.
Article 2. Names, Titles and Signatures of Fund's Officers
The Fund shall certify to the Custodian the names, titles and signatures of
officers and others officers and other persons who are authorized to give any
Written Order from the Fund. The Fund agrees that, whenever any change in such
authorization occurs, it will file with the Custodian a new certified list of
names, titles and signatures which shall be signed by at least one officer
previously certified to the Custodian if any such officer still holds an office
in the Fund. The Custodian is authorized rely and act upon the names, titles and
signatures of the individuals as they appear in the most recent such certified
list which has been delivered to the Custodian as hereinbefore provided.
<PAGE>
Article 3. Sub-Custodians and Depositories
Notwithstanding any other provision in this Agreement to the contrary, all
or any of the cash and Securities of each Series may be held in the Custodian's
own custody or in the custody of one or more other banks or trust companies
selected by the Custodian or as directed in one or more Written Orders from the
Fund. Any such sub-custodian must have the qualifications required for
custodians under the Investment Company Act of 1940, as amended. The Custodian
or sub-custodian, as the case may be, may participate directly or indirectly in
one or more "securities depositories" (as defined in Rule 17f-4 under the
Investment Company Act of 1940, as amended, or in any successor provisions or
rules thereto). Any references in this Agreement to the delivery of Securities
by or to the Custodian shall, with respect to Securities custodied with one of
the aforementioned "securities depositories," be interpreted to mean that the
Custodian shall cause a bookkeeping entry to be made by the applicable
securities depository to indicate the transfer of ownership of the applicable
Security to or from the Fund, all as set forth in one or more Written Orders
from the Fund. Additionally, any references in this Agreement to the receipt of
proceeds or payments with respect to Securities transactions shall, with respect
to Securities custodied with one of the aforementioned "securities
depositories," be interpreted to mean that the Custodian shall have received an
advice from such securities depository that said proceeds or payments have been
received by such depository and deposited in the Custodian's account.
Article 4. Receipt and Disbursing of Money
Section (1). The Fund shall from time to time cause cash owned by the Fund
to be delivered or paid to the Custodian for the account of the Fund, but the
Custodian shall not be under any obligation or duty to determine whether all
cash of the Fund is being so deposited or to take any action or to give any
notice with respect to cash not so deposited. The Custodian agrees to hold such
cash, together with any other sum collected or received by it for or on behalf
of the Fund, in the account of the Fund in conformity with the terms of this
Agreement. The Custodian shall be authorized to disburse cash from the account
of the Fund only:
(a) upon receipt of and in accordance with Written Orders from the Fund
stating that such cash is being used for one or more of the following purposes,
and specifying such purpose or purposes, provided, however, that a reference in
such Written Order from the Fund to the pertinent paragraph or paragraphs of
this Article shall be sufficient compliance with this provision:
(i) the payment of interest;
(ii) the payment of dividends;
(iii) the payment of taxes;
(iv) the payment of the fees or charges to any investment adviser of the
Fund;
(v) the payment of fees to a Custodian, stock registrar, transfer agent or
dividend disbursing agent of the Fund;
(vi) the payment of distribution fees and commissions;
<PAGE>
(vii) the payment of any operating expenses, which shall be deemed to
include legal and accounting fees and all other expenses not specifically
referred to in this paragraph (a);
(viii) payments to be made in connection with the conversion, exchange or
or surrender of Securities owned by the Fund;
(ix) payments on loans that may from time to time be due;
(x) payment to a recognized and reputable broker for Securities purchased
by the Fund through said broker (whether or not including any regular brokerage
fees, charges or commissions on the transaction) upon receipt by the Custodian
of such Securities in proper form for transfer and after the receipt of a
confirmation from the broker or dealer with respect to the transaction;
(xi)payment to an issuer or its agent on a subscription for Securities of
such issuer upon the exercise of rights so to subscribe, against a receipt from
such issuer or agent for the cash so paid;
(b) as provided in Article 5 hereof; and
(c) upon the termination of this Agreement.
Section (2). The Custodian is hereby appointed the attorney-in-fact of the
Fund to use reasonable efforts to enforce and collect all checks, drafts or
other orders for the payment of money received by the Custodian for the account
of the Fund and drawn to or to the order of the Fund and to deposit them in the
account of the Fund.
Article 5. Receipt of Securities
The Fund agrees to place all of the Securities in its account with the
Custodian, but the Custodian shall not be under any obligation or duty to
determine whether all Securities of the Fund are being so deposited, or to
require that such Securities be so deposited, or to take any action or give any
notice with respect to the Securities not so deposited. The Custodian agrees to
hold such Securities in the account of the Fund and in the Fund's name of the
Fund or of bearer or of a nominee of the Custodian, and in conformity with the
terms of this Agreement. The Custodian also agrees, upon Written Order from the
Fund, to receive from persons other than the Fund and to hold in the Fund's
account Securities specified in said Written Order of the Fund, and, if the same
are in proper form, to cause payment to be made therefor to the persons from
whom such Securities were received, from the funds held by the Custodian in the
Fund's account in the amounts provided and in the manner directed by the Written
Order from the Fund.
The Custodian agrees that all of the Fund's Securities placed in its
custody shall be kept physically segregated at all times from those of any other
person, firm or corporation, and shall be held by the Custodian with all
reasonable precautions for the safekeeping thereof. Upon delivery of any
Securities of the Fund to a subcustodian pursuant to Article 3 of this
Agreement, the Custodian will create and maintain records identifying those
assets which have been delivered to the subcustodian as belonging to the Fund.
<PAGE>
Article 6. Delivery of Securities
The Custodian agrees to transfer, exchange or deliver Securities as
provided in Article 7, or on receipt by it of, and in accordance with, a Written
Order from the Fund in which the Fund shall state specifically which of the
following cases is covered thereby:
(a) in the case of deliveries of Securities sold by the Fund, against
receipt by the Custodian of the proceeds of sale and after receipt of a
confirmation from a broker or dealer (or, in accordance with industry practice
with respect to "same day trades" acceptance of delivery of such securities by
the broker or dealer, which acceptance is followed up by confirmation thereof
within the normal settlement period) with respect to the transaction;
(b) in the case of deliveries of Securities which may mature or be
called, redeemed, retired or otherwise become payable, against receipt by the
Custodian of the sums payable thereon or against interim receipts or other
proper delivery receipts;
(c) in the case of deliveries of Securities which are to be transferred
to and registered in the name of the Fund or of a nominee of the Custodian and
delivered to the Custodian for the account of the Fund, against receipt by the
Custodian of interim receipts or other proper delivery receipts;
(d) in the case of deliveries of Securities to the issuer thereof, its
transfer agent or other proper agent, or to any committee or other organization
for exchange for other Securities to be delivered to the Custodian in connection
with a reorganization or recapitalization of the issuer or any split-up or
similar transaction involving such Securities, against receipt by the Custodian
of such other Securities or against interim receipts or other proper delivery
receipts;
(e) in the case of deliveries of temporary certificates in exchange for
permanent certificates, against receipt by the Custodian of such permanent
certificates or against interim receipts or other proper delivery receipts;
(f) in the case of deliveries of Securities upon conversion thereof
into other Securities, against receipt by the Custodian of such other Securities
or against interim receipts or other proper delivery receipts;
(g) in the case of deliveries of Securities in exchange for other
Securities (whether or not such transactions also involve the receipt or payment
of cash), against receipt by the Custodian of such other Securities or against
interim receipts or other proper delivery receipts;
(h) in the case of warrants, rights or similar Securities, the
surrender thereof in the exercise of such warrants, rights or similar Securities
or the surrender of interim receipts or temporary Securities for definitive
Securities;
(i) for delivery in connection with any loans of securities made by the
Fund for the benefit of any Series, but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian and the Fund;
(j) for delivery as security in connection with any borrowings by the
Fund for the benefit of any Series requiring a pledge of assets from the Fund,
but only against receipt of amounts borrowed;
2
<PAGE>
(k) for delivery in accordance with the provisions of any agreement
among the Fund, the Custodian and a bank, broker-dealer or futures commission
merchant relating to compliance with applicable rules and regulations regarding
account deposits, escrow or other arrangements in connection with transactions
by the Fund;
(l) in a case not covered by the preceding paragraphs of this Article,
upon receipt of a resolution adopted by the Board of Directors of the Fund,
signed by an officer of the Fund and certified to by the Secretary, specifying
the Securities and assets to be transferred, exchanged or delivered, the
purposes for which such delivery is being made, declaring such purposes to be
proper corporate purposes, and naming a person or persons (each of whom shall be
a properly bonded officer or employee of the Fund) to whom such transfer,
exchange or delivery is to be made; and
(m) in the case of deliveries pursuant to paragraphs (a) through (k)
above, the Written Order from the Fund shall direct that the proceeds of any
Securities delivered, or Securities or other assets exchanged for or in lieu of
Securities so delivered, are to be delivered to the Custodian.
Article 7. Custodian's Acts Without Written Orders from the Fund
Unless and until the Custodian receives contrary Written Orders from
the Fund, the Custodian shall without order from the Fund:
(a) present for payment all bills, notes, checks, drafts and similar
items, and all coupons or other income items (except stock dividends), held or
received for the account of the Fund, and which require presentation in the
ordinary course of business, and credit such items to the account of the
applicable Series conditionally, subject to final payment;
(b) present for payment all Securities which may mature or be called,
redeemed, retired or otherwise become payable and credit such items to the
account of the Fund conditionally, subject to final payment;
(c) hold for and credit to the account of the Fund all shares of stock
and other Securities received as stock dividends or as the result of a stock
split or otherwise from or on account of Securities of the Fund, and notify the
Fund, in the Custodian's monthly reports to the Fund, of the receipt of such
items;
(d) deposit or invest (as instructed from time to time by the Fund) any
cash received by it from, for or on behalf of the Fund to the credit of the
account of the Fund's account;
(e) charge against the account of the Fund disbursements authorized to
be made by the Custodian hereunder and actually made by it, and notify the Fund
of such charges at least once a month;
(f) deliver Securities which are to be transferred to and reissued in
the name of the Fund, or of a nominee of the Custodian for the account of the
Fund, and temporary certificates which are to be exchanged for permanent
certificates, to a proper transfer agent for such purpose against interim
receipts or other proper delivery receipts; and
(g) hold for disposition in accordance with Written Orders from the
Fund hereunder all options, rights and similar Securities which may be received
by the Custodian and which are issued with respect to any securities held by it
hereunder, and notify the Fund promptly of the receipt of such items.
3
<PAGE>
Article 8. Segregated Accounts
Upon receipt of a Written Order from the Fund, the Custodian shall
establish and maintain one or more segregated accounts for and on behalf of the
Series specified in said Written Order from the Fund for purposes of segregating
cash and/or Securities (of the type agreed upon from time to time by the
Custodian and the Fund) for the purpose or purposes specified in said Written
Order from the Fund.
Article 9. Delivery of Proxies
The Custodian shall deliver promptly to the Fund all proxies, notices
and communications with relation to Securities held by it which it may receive
from sources other than the Fund.
Article 10. Transfer
The Fund shall furnish to the Custodian appropriate instruments to
enable the Custodian to hold or deliver in proper form for transfer any
Securities which it may hold for the account of the Fund. For the purpose of
facilitating the handling of Securities, unless otherwise directed by Written
Order from the Fund, the Custodian is authorized to hold Securities deposited
with it under this Agreement in the name of its registered nominee or nominees
(as defined in the Internal Revenue Code and any regulations of the United
States 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. The Custodian shall, if requested by the Fund, advise the
Fund of the certificate number of each certificate so presented for transfer and
that of the certificate received in exchange therefor, and shall use its best
efforts to the end that the specific Securities held by it hereunder shall be at
all times identifiable.
Article 11. Transfer Taxes and Other Disbursements
The Fund shall pay or reimburse the Custodian for any transfer taxes payable
upon transfers of Securities made hereunder, including transfers incident to the
termination of this Agreement, and for all other necessary and proper
disbursements and expenses made or incurred by the Custodian in the performance
or incident to the termination of this Agreement, and the Custodian shall have a
lien upon any cash or Securities held by it for the Fund's account for all such
items, enforceable, after thirty days' written notice by registered mail from
the Custodian to the Fund, by the sale of sufficient Securities to satisfy such
lien. The Custodian may reimburse itself by deducting from the proceeds of any
sale of Securities an amount sufficient to pay any transfer taxes payable upon
the transfer of Securities sold. The Custodian shall execute such certificates
in connection with Securities delivered to it under this Agreement as may be
required, under the provisions of any federal revenue act and any regulations of
the Treasury Department issued thereunder or any state laws, to exempt from
taxation any transfers and/or deliveries of any such Securities as may qualify
for such exemption.
Article 12. Custodian's Liability for
Proceeds of Securities Sold
If the mode of payment for Securities to be delivered by the Custodian
is not specified in the Written Order from the Fund directing such delivery, the
Custodian shall make delivery of such Securities against receipt by it of cash,
a postal money order or a check drawn by a bank, trust company or other banking
institution, or by a broker named in such Written Order from the Fund, for the
amount the Custodian is directed to receive. The Custodian shall be liable for
the proceeds of any delivery of Securities made pursuant to this Article, but
provided that it has complied with the provisions of this Article, only to the
extent that such proceeds are actually received.
4
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Article 13. Custodian's Report
The Custodian shall furnish the Fund, as of the close of business on
the last business day of each month, a statement showing all cash transactions
and entries for the account of the Fund. The books and records of the Custodian
pertaining to its actions as Custodian under this Agreement shall be open to
inspection and audit, at reasonable times, by officers of, and auditors employed
by, the Fund. The Custodian shall furnish the Fund with a list of the Securities
held by it in custody for the account of the Fund as of the close of business on
the last business day of each quarter of the Fund's fiscal year.
Article 14. Custodian's Compensation
The Custodian shall be paid compensation at such rates and at such
times as may from time to time be agreed on in writing by the parties hereto (as
set forth with respect to each Series in Exhibit A hereto), and the Custodian
shall have a lien for unpaid compensation, to the date of termination of this
Agreement, upon any cash or Securities held by it for account of the Fund,
enforceable in the manner specified in Article 11 hereof.
Article 15. Duration. Termination and Amendment of Agreement
This Agreement shall remain in effect, as it may from time to time be
amended, until it shall have been terminated as hereinafter provided, but no
such amendment or termination shall affect or impair any rights or liabilities
arising out of any acts or omissions to act occurring prior to such amendment or
termination.
The Custodian may terminate this Agreement by giving the Fund ninety
days' written notice of such termination by registered mail addressed to the
Fund at its principal place of business.
The Fund may terminate this Agreement by giving ninety days' written
notice thereof delivered by registered mail to the Custodian at its principal
place of business. Additionally, this Agreement may be terminated with respect
to any Series of the Fund pursuant to the same procedures, in which case this
Agreement shall continue in full effect with respect to all other Series of the
Fund.
Upon termination of this Agreement, the assets of the Fund held by the
Custodian shall be delivered by the Custodian to a successor custodian upon
receipt by the Custodian of a Written Order from the Fund designating the
successor custodian; and if no successor custodian is designated in said Written
Order from the Fund, the Custodian shall, upon such termination, deliver all
such assets to the Fund.
This Agreement may be amended or terminated at any time by the mutual
agreement of the Fund and the Custodian.
This Agreement may not be assigned by the Custodian without the consent
of the Fund, authorized or approved by a resolution of its Board of Directors.
<PAGE>
Article 16. Successor Custodian
Any bank or trust company into which the Custodian or any successor
custodian may be merged or converted or with which it or any successor custodian
may be consolidated, or any bank or trust company resulting from any merger,
conversion or consolidation to which the Custodian or any successor custodian
shall be a party, or any bank or trust company succeeding to the business of the
Custodian, shall be and become the successor custodian without the execution of
any instrument or any further act on the part of the Fund or the Custodian or
any successor custodian.
Any successor custodian shall have all the power, duties and obligations of the
preceding custodian under this Agreement and any amendments thereof and shall
succeed to all the exemptions and privileges of the preceding custodian under
this Agreement and any amendments thereof.
Article 17. General
Notwithstanding any other provision in this Agreement, the Custodian
agrees to follow the settlement and income payment policies and standards set
forth in Exhibit B to this Agreement.
Nothing expressed or mentioned in or to be implied from any provisions
of this Agreement is intended to give or shall be construed to give any person
or corporation other than the parties hereto any legal or equitable right,
remedy or claim under or in respect of this Agreement or any covenant, condition
or provision herein contained, this Agreement and all of the covenants,
conditions and provisions hereof being intended to be, and being, for the sole
and exclusive benefit of the parties hereto and their respective successors and
assigns.
It is the purpose and intention of the parties hereto that the Fund
shall retain all the power, rights and responsibilities of determining policy,
exercising discretion and making decisions with respect to the purchase, or
other acquisition, and the sale, or other disposition, of all of its Securities,
and that the duties and responsibilities of the Custodian hereunder shall be
limited to receiving and safeguarding the assets and Securities of the Fund and
to delivering or disposing of them pursuant to the Written Order from the Fund
as aforesaid, and the Custodian shall have no authority, duty or responsibility
for the investment policy of the Fund or for any acts of the Fund in buying or
otherwise acquiring, or in selling or otherwise disposing of, any Securities,
except as hereinbefore specifically set forth.
The Custodian shall in no case or event permit the withdrawal of any
money or Securities of the Fund upon the mere receipt of any director, officer,
employee or agent of the Fund, but shall hold such money and Securities for
disposition under the procedures herein set forth.
Article 18. Standard of Care; Indemnification
In connection with the performance of its duties and responsibilities hereunder,
the Custodian (and each officer, employee, agent, sub-custodian and depository
of or engaged by the Custodian) shall at all times be held to the standard of
reasonable care. The Custodian shall be fully responsible for any action taken
or omitted by any officer, employee, agent, sub-custodian or depository of or
engaged by the Custodian to the same extent as if the Custodian were to take or
omit to take such action directly. The Custodian agrees to indemnify and hold
the Fund harmless from and against any and all loss, liability and expense,
including reasonable legal fees and expenses, arising out of the Custodian's own
negligence, misfeasance, bad faith or willful misconduct or that of any officer,
employee, agent, sub-custodian and depository of or engaged by the Custodian in
the performance of the Custodian's duties and obligations under this Agreement;
provided, however, that, notwithstanding any other provision in this Agreement,
the Custodian shall not be responsible for the following:
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<PAGE>
(a) any action taken or omitted in accordance with any Written Order
from the Fund reasonably believed by the Custodian to be genuine and to be
signed by the proper party or parties; or
(b) any action taken or omitted in reasonable reliance on the advice
of counsel of or reasonably acceptable to the Fund relating to any of its duties
and responsibilities hereunder.
The Fund agrees to indemnify and hold the Custodian harmless from and
against any and all loss, liability and expense, including reasonable legal fees
and expenses, arising out of the performance by the Custodian (and each officer,
employee, agent, sub-custodian and depository of or engaged by the Custodian) of
its duties and responsibilities under this Agreement provided that the Custodian
(or any officer, employee, agent, sub-custodian or depository of or engaged by
the Custodian, as applicable) exercised reasonable care in the performance of
its duties and responsibilities under this Agreement.
Article 19. Effective Date
This Agreement shall become effective when it shall have been approved
by the Board of Directors of the Fund. The effective date of this Agreement is
the date first above written. The Fund shall transmit to the Custodian promptly
after such approval by said Board of Directors a copy of its resolution
embodying such approval, certified by the Secretary of the Fund.
Article 20. Governing Law
This Agreement is executed and delivered in Minneapolis, Minnesota, and
the laws of the State of Minnesota shall be controlling and shall govern the
construction, validity and effect of this contract.
IN WITNESS WHEREOF, the Fund and the Custodian have caused this Agreement to be
executed in duplicate as of the date first above written by their duly
authorized officers.
ATTEST: IAI VALUE FUND, INC.
/s/ William C. Joas By: /s/ Richard E. Struthers
Secretary Its: President
ATTEST: NORWEST BANK MINNESOTA, N.A.
/s/ Brent Siegel By: /s/ Theresa G. Burks
Trust Officer Its: Assistant Vice President
<PAGE>
EXHIBIT A
(as amended through May 12,1993)
to
CUSTODIAN AGREEMENT
between
IAI VALUE FUND, INC.
and
NORWEST BANK MINNESOTA, N.A.
Compensation Schedule
---------------------
<TABLE>
<CAPTION>
Annual Fees Rate
- ----------- ----
<S> <C>
Fee Per Global Market Value $0.0012
(Domestic Securities Excluded)
Fee Per Issue Held $25.00
(Global Securities Excluded)
Fee Per Account $4,000.00
Norwest ACCESS (on-line cost $.50 billed to client) $3,600.00
First year waived excluding communications costs.
Transaction Fees - Domestic Securities
- --------------------------------------
DTC Purchase/Sale/Maturity $8.00
Fed Purchase/Sale Maturity 10.00
New York Physical/Sale/Maturity 20.00
Commercial Paper Purchase/Maturity 20.00
Other Physical Purchase/Sale/Maturity 20.00
Options/Futures Purchase/Sale 20.00
Book Entry/Deposit/Withdrawal $12.50
Book Entry Re-Registration 15.00
Physical Re-Registration 100.00
GNMA and Fed Agency Principal Payments $5.00
CMO & Private Placement Payments 15.00
Non-Trade Wire 10.00
Transfer to DDA/Issuance 0.00
Overnight Sweep Activity 0.00
Transaction Fees - Global Securities
- ------------------------------------
Global Equity Transactions $50.00
Forward Currency Purchase/Sale 0.00
Total bill will receive a 7% discount.
</TABLE>
<PAGE>
Exhibit B
(as amended through May 12, 1993)
to
CUSTODIAN AGREEMENT
between
IAI VALUE FUND, INC.
and
NORWEST BANK MINNESOTA. N.A.
Settlement and Income Payment Policies and Standards
----------------------------------------------------
Settlement Policy
Norwest will:
1. Guarantee posting of all trades on contractual settlement date based on the
following standards:
a. Complete information for all 5-day settlements (Depository Trust
Company-DTC and physical settlements) is received by Trade Date + 1.
b. Complete information for trades settling through Participant Trust
Company(PTC) is received by Trade Date + 1.
c. Complete information for Federal Book Entry trades is received by 11:00
arn on Settlement Date for same day settlement and by 4:00 pm on Trade Date for
next day settlement.
d. Complete information for International trades is received by 11:00 am on
Trade Date.
e. For physical trades settling same day or next day in New York or
Minneapolis, complete trade information is received by:
1. 9:00 am on Settlement Date for sales settling in Minneapolis.
2. 10:30 am on Settlement Date for sales settling in New York.
3. 11:00 am on Settlement Date for all purchases.
2. Process any trade information which is received after the Norwest standard on
a best efforts basis.
3. Make efforts to contact the party with investment authority to obtain
direction for all ID confirms not affirmed by Trade Date + 3.
4. Guarantee posting on contractual settlement date for the sale of any security
which is on loan through Norwest's Securities Lending Program if trade
information is received by 2:00 pm on Trade Date.
<PAGE>
5. Not be responsible for posting trades on Settlement Date if trade information
is incomplete, incorrect, or late.
6. Not be responsible for posting a sale on Settlement Date if the security is
not in good deliverable form on Trade Date. This may include, but is not
restricted to, the following types of securities:
a. Restricted Stock
b. Private Placements
c. Limited Partnerships
d. Closely Held Issues
7. Make efforts to obtain written authorization for all trades which are not
directly affirmed to DTC by the client.
8. Retain the right to reverse the posting of any sale if the underlying
security was involved in a full or partial call and the sale was contracted
after the call publication date.
Income Payment Policy
- ---------------------
Norwest will credit income in Fed funds and cash becomes available for
investment immediately.
<TABLE>
<CAPTION>
Security Type Dividends/Interest Maturities Principal Payments
- ------------- ------------------ ---------- ------------------
<S> <C> <C> <C>
Bond Calls, Full and Partial Calls Receipt* Receipt
Equities, Common & Preferred Payable Date N/A N/A
Bonds, Corporate & Municipals Payable Date Payable Date Receipt
Treasuries Payable Date Payable Date Receipt
GNMA I & II Payable Date N/A Payable + 2**
Fed Agencies Payable Date Payable Date Receipt
Other Govt't Agencies Payable Date Payable Date Receipt
Commercial Paper Payable Date Payable Date N/A
Repurchase Agreements Payable Date Payable Date N/A
Mutual Funds Receipt N/A N/A
Unit Investment Trusts (UITs) Receipt N/A Receipt
Global Securities Receipt Receipt N/A
Certificates of Deposit Receipt Payable Date N/A
Passbook, Time Deposits Receipt Payable Date N/A
</TABLE>
* After 8/1/93 with the implementation of the AMS trust system, bond calls
will be paid on payable Date in Fed Funds credit.
** After 8/1/93 with the implementation of the AMS trust system, GNMA
principal payments will be paid on Payable Date + 1 in Fed Funds credit.
EXHIBIT 16
CALCULATIONS OF TOTAL RETURNS
IAI APOLLO FUND
<TABLE>
<CAPTION>
Performance Cumulative Performance per
Date for Period Performance Prospectus
---- ---------- ----------- ----------
<S> <C> <C> <C>
10/12/83 3.10% 39.68% 7.77%
1984 (5.50%) 35.48%
1985 12.90% 43.37%
1986 2.20% 26.99%
1/1 - 3/31/87 22.89% 24.25%
3/31 - 12/31/87 (7.17%) 1.11% 1.11%
1/1 - 3/31/88 8.92% 8.92%
</TABLE>
