<PAGE>
As filed with the Securities and Exchange Commission on July 27, 1995
1933 Act Registration No. 33-10207
1940 Act Registration No. 811-4904
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. 18 X
---
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 18 X
---
IAI INVESTMENT FUNDS III, 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 appropriate box)
___ immediately upon filing pursuant to paragraph (b)
X on July 28, 1995 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
March 23, 1995.
<PAGE>
IAI INVESTMENT FUNDS III, 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................................ 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....... Distribution of Fund Shares;
Computation of Net Asset Value and
Pricing; Purchase of Shares; Automatic
Investment Plan; Exchange Privilege;
Automatic Exchange Plan; Retirement
Plans; Authorized Telephone Trading
8 Redemption or Repurchase................... Systematic Cash Withdrawal Plan;
Redemption of Shares
9 Pending Legal Proceedings.................. Not Applicable
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Item Number Caption Prospectus Caption
- ----------- ------- ------------------
<S> <C> <C>
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
16 Investment Advisory and Other Services...... Investment Advisory and Administrative Services
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................................ Plan of Distribution
22 Calculation of Performance Data............. Investment Performance
23 Financial Statements........................ Financial Statements
</TABLE>
3
<PAGE>
Registration Statement on form N-1A
of
IAI Investment Funds III, Inc.
(File No. 33-10207)
Part A
The Prospectus dated June 1, 1995 of the IAI Investment Funds
III, Inc. relating to IAI Developing Countries Fund is incorporated by
reference to said Prospectus as filed with the commission pursuant to
Rule 497(c) on or about June 6, 1995.
<PAGE>
Registration Statement on form N-1A
of
IAI Investment Funds III, Inc.
(File No. 33-10207)
Part B
The Statement of Additional Information dated June 1, 1995
relating to IAI Developing Countries Fund is incorporated by reference
to said Statement of Additional Information as filed with the
commission pursuant to Rule 497(c) on or about June 6, 1995.
<PAGE>
IAI DEVELOPING COUNTRIES FUND
FUND PORTFOLIO
JUNE 30, 1995
(unaudited)
(percentage figures indicate percentage of total net assets)
<TABLE>
<CAPTION>
COMMON STOCKS - 65.9%
Market
Quantity Value (a)
- -----------------------------------------------------------------
<S> <C> <C>
Brazil - 4.5%
Telebras Spons, ADR 2,500 $ 81,875
Usiminas Sideburg Minas, ADR 7,000 79,660
--------
161,535
- -----------------------------------------------------------------
Chile - 5.4%
Enersis S.A., ADR 3,150 92,925
Maderas Y Sinteticos S.A. 5,300 99,375
--------
192,300
- -----------------------------------------------------------------
Columbia - 1.6%
Cementos Rio, ADR (b) 3,500 57,750
- -----------------------------------------------------------------
Czech Republic - 1.4%
Skoda Plzen (b) 3,000 51,481
- -----------------------------------------------------------------
Greece - 4.1%
Delta Informatics 7,000 59,452
Technical Company of Volos 5,750 88,186
--------
147,638
- -----------------------------------------------------------------
India - 3.6%
Grasim Industries Spons, GDR (b) 3,250 79,235
Indian Petrochemicals, GDR (b) 3,000 51,375
--------
130,610
- -----------------------------------------------------------------
Indonesia - 5.8%
PT Bank International Indonesia, Foreign 25,000 77,195
PT Indorayon Utama, Foreign (b) 32,500 67,146
PT Indorayon Utama 10,000 20,660
PT Semen Cibinong, Foreign 13,000 40,871
--------
205,872
- -----------------------------------------------------------------
Malaysia - 7.6%
Kelang Container Terminal 38,000 99,803
Malaysian International Shipping, 8,000 23,473
Foreign
Perusahaan Otomobil Nasional 26,000 93,894
Sime Darby Berhad 19,000 53,020
--------
270,190
- -----------------------------------------------------------------
Mexico - 10.9%
Alfa S.A., Series A 5,500 67,114
Desc S.A., Series B (b) 25,000 84,003
Fomemto Economico Mexicano, Series B 30,000 70,900
Grupo Carso, ADR (b) 8,500 93,500
Telefonos De Mexico, ADR 2,500 74,063
--------
389,580
- -----------------------------------------------------------------
</TABLE>
See accompanying Notes to Fund Portfolio.
<PAGE>
IAI DEVELOPING COUNTRIES FUND
FUND PORTFOLIO
JUNE 30, 1995
(unaudited)
(percentage figures indicate percentage of total net assets)
<TABLE>
<CAPTION>
Market
Quantity Value (a)
----------------------
<S> <C> <C>
Peru - 2.2%
CPT Telefonica Del Peru, Series A 50,000 $ 79,678
- --------------------------------------------------------------
Poland - 2.3%
Elektrim SA 9b) 23,500 82,800
- --------------------------------------------------------------
Portugal - 1.7%
Portucel Industrial Empresa (b) 8,500 60,860
- --------------------------------------------------------------
South Africa - 6.2%
Bidvest Limited 19,000 98,087
South African Iron & Steel Industries 109,750 124,798
----------
222,885
- --------------------------------------------------------------
South Korea - 4.4%
Korea Electric Power (b) 2,400 90,266
Samsung Electronics (b) 372 66,222
----------
156,488
- --------------------------------------------------------------
Taiwan - 1.8%
China Steel, GDR 3,000 63,750
- --------------------------------------------------------------
Turkey - 1.7%
Tofas-Turk Otomobil Fabr, ADR (b) 13,500 59,265
- --------------------------------------------------------------
United Kingdom - .8%
Ocean Wilsons Holdings LTD 22,000 28,054
- --------------------------------------------------------------
TOTAL INVESTMENTS IN COMMON STOCKS
(Cost: $2,239,218) $2,360,736
- --------------------------------------------------------------
PREFERRED STOCKS - 6.0%
Market
Quantity Value (a)
----------------------
Brazil - 4.2%
Centrais Electric Sta Cat, Series B (b) 102,000 $ 82,487
Multibras S.A. 80,000 66,174
----------
148,661
- --------------------------------------------------------------
South Korea - 1.8%
Samsung Electronics (b) 700 65,478
- --------------------------------------------------------------
TOTAL INVESTMENTS IN PREFERRED STOCKS
(Cost: $208,948) $ 214,139
- --------------------------------------------------------------
</TABLE>
See accompanying Notes to Fund Portfolio.
<PAGE>
IAI DEVELOPING COUNTRIES FUND
FUND PORTFOLIO
JUNE 30, 1995
(unaudited)
(percentage figures indicate percentage of total net assets)
<TABLE>
<CAPTION>
Market
Quantity Value (a)
--------------------------
<S> <C> <C>
SHORT-TERM SECURITIES - 24.9%
U.S. Treasury Bill
5.42%, 9/21/95 $ 900,000 $ 889,220
- ------------------------------------------------------------------
TOTAL INVESTMENTS IN SHORT-TERM
SECURITIES
(Cost: $888,889) $ 889,220
- ------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES
(Cost: $3,337,055) $3,464,095
- ------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (NET) - $ 114,201
3.2%
- ------------------------------------------------------------------
TOTAL NET ASSETS $3,578,296
- ------------------------------------------------------------------
</TABLE>
NOTES TO FUND PORTFOLIO
(a) Market values of securities are stated in U.S. dollars and are determined
as described in Note 1 to the financial statements, under "Security
Valuation."
(b) Non-income producing securities.
(c) At June 30, 1995, the cost of securities for federal income tax
purposes and the aggregate gross unrealized appreciation and depreciation
based on that cost were as follows:
Cost for federal income tax purposes $ 3,337,055
===========
Gross unrealized appreciation $ 189,374
Gross unrealized depreciation (62,334)
-----------
Net unrealized appreciation $ 127,040
===========
See accompanying Notes to Fund Portfolio.
<PAGE>
IAI DEVELOPING COUNTRIES FUND
STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C> <C>
Investments in securities, at market $ 3,464,095
(Cost: $3,337,055) (See Fund
Portfolio)
Cash in bank on demand deposit 102,317
Dividends receivable 2,243
Organization costs 22,410
Other 2,547
-----------
TOTAL ASSETS 3,593,612
-----------
LIABILITIES
Payable for investment securities 10,579
purchased
Accrued expenses 4,737
-----------
TOTAL LIABILITIES 15,316
-----------
NET ASSETS APPLICABLE TO
OUTSTANDING CAPITAL STOCK $ 3,578,296
===========
REPRESENTED BY:
Capital stock $ 3,324
Additional paid-in capital 3,387,340
Undistributed net investment income 5,956
Accumulated net realized gains 54,643
Unrealized appreciation (depreciation)
on:
Investment securities $127,040
Other assets and liabilities
denominated in foreign currency (7)
--------
127,033
-----------
TOTAL - REPRESENTING NET
ASSETS APPLICABLE TO
OUSTANDING CAPITAL STOCK $ 3,578,296
===========
Shares of capital stock
outstanding; authorized
10 billion shares of
$0.01 par value stock 332,398
-----------
NET ASSET VALUE PER SHARE OF
OUTSTANDING CAPITAL STOCK $ 10.77
===========
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
IAI DEVELOPING COUNTRIES FUND
STATEMENT OF OPERATIONS
PERIOD FROM FEBRUARY 10, 1995 TO JUNE 30, 1995
(unaudited)
<TABLE>
<CAPTION>
NET INVESTMENT INCOME
<S> <C> <C>
INCOME
Dividends (net of foreign income
taxes withheld of $1,636) $ 10,446
Interest 11,214
--------
TOTAL INCOME 21,660
--------
EXPENSES
Investment advisory fees 9,817
Distribution fees 1,963
Dividend-disbursing,
administrative, and accounting
fees 2,356
Legal fees 626
Custodian fees 7,830
Amortization of organization costs 1,764
Compensation of Directors 2,349
Printing and shareholder reporting 136
Registration fees 1,210
--------
TOTAL EXPENSES 28,051
Less fees reimbursed by
Advisers or Distributor (12,347)
--------
NET EXPENSES 15,704
--------
NET INVESTMENT INCOME 5,956
--------
NET REALIZED AND UNREALIZED GAINS (LOSSES)
Net realized gains (losses) on:
Investment securities $ 54,648
Foreign currency transactions (5)
--------
54,643
--------
Net change in unrealized
appreciation (depreciation) on:
Investment securities $127,040
Other assets and liabilities
denominated in foreign
currency (7)
--------
127,033
--------
NET GAIN ON INVESTMENTS AND
FOREIGN CURRENCY 181,676
--------
NET INCREASE IN NET ASSETS $187,632
RESULTING FROM OPERATIONS ========
</TABLE>
<PAGE>
IAI DEVELOPING COUNTRIES FUND
STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM FEBRUARY 10, 1995 TO JUNE 30, 1995
(unaudited)
<TABLE>
<CAPTION>
OPERATIONS
<S> <C>
Net investment income $ 5,956
Net realized gains 54,643
Net change in unrealized
appreciation or depreciation 127,033
-----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS 187,632
-----------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income -
Net realized gains -
-----------
TOTAL DISTRIBUTIONS -
-----------
CAPITAL SHARE TRANSACTIONS
Net proceeds from sale of 487,321 5,051,175
shares
Cost of 154,923 shares redeemed (1,660,511)
-----------
INCREASE IN NET ASSETS FROM
CAPITAL SHARE TRANSACTIONS 3,390,664
-----------
TOTAL INCREASE IN NET ASSETS 3,578,296
NET ASSETS AT BEGINNING OF PERIOD -
-----------
NET ASSETS AT END OF PERIOD $ 3,578,296
===========
(including undistributed net
investment income
of $5,956)
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
IAI DEVELOPING COUNTRIES FUND
FINANCIAL HIGHLIGHTS
PERIOD FROM FEBRUARY 10, 1995 TO JUNE 30, 1995
(unaudited)
<TABLE>
<CAPTION>
NET ASSET VALUE
<S> <C>
Beginning of period $ 10.00
----------
OPERATIONS
Net investment income 0.02
Net realized and unrealized gains
(losses) 0.75
----------
TOTAL FROM OPERATIONS 0.77
----------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income -
Net realized gains -
----------
TOTAL DISTRIBUTIONS -
----------
NET ASSET VALUE
End of period $ 10.77
==========
Total investment return* 7.70%
Net assets at end of period $3,578,296
RATIOS
Expenses to average net assets** 2.00%
Net investment income to average
net assets** 0.76%
Portfolio turnover rate
(excluding short-term
securities) 20.8%
</TABLE>
* Total investment return is based on the change in net asset value of a
share during the period and assumes reinvestment of all distributions at net
asset value.
** Annualized
*** The Fund's adviser voluntarily waived $12,347 in expenses for the period
ended June 30, 1995. If the Fund had been charged for these expenses, the ratio
of expenses to average daily net assets would have been 3.57% and the ratio of
net investment income to average daily net assets would have been (.81%).
<PAGE>
IAI Developing Countries Fund
Notes to Financial Statements
June 30, 1995
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
IAI Investment Funds III, Inc. is registered under the Investment Company
Act of 1940 (as amended) as a diversified, open-end management investment
company. The IAI Developing Countries Fund is a separate portfolio of IAI
Investment Funds III, Inc. This report covers only the IAI Developing
Countries Fund (the Fund). The Fund commenced operations on February 10,
1995. Significant accounting policies followed by the Fund are summarized
below:
SECURITY VALUATION
Investments in securities traded on national securities exchanges are
valued at the last reported sales price at the close of each business day.
Investments denominated in foreign currencies are adjusted daily to reflect
changes in exchange rates. Securities, including restricted securities, for
which quotations are not readily available are valued primarily using
dealer-supplied valuations or at their fair value as determined in good
faith using consistently applied procedures under the general supervision
of the Board of Directors.
Short-term securities with a maturity of 60 days or less from the date of
purchase are valued at amortized cost. Short-term securities with a
maturity greater than 60 days from the date of purchase are marked-to-
market on a daily basis.
FOREIGN CURRENCY TRANSLATIONS AND FORWARD FOREIGN CURRENCY CONTRACTS
The Fund invests in foreign securities. The market value of securities and
other assets and liabilities denominated in foreign currencies is
translated daily into U.S. dollars at the closing rate of exchange.
Purchases and sales of securities, income and expenses are translated at
the exchange rates on the transaction date. Exchange gains (losses) may
also be realized between the trade and settlement dates on security and
forward contract transactions. The Fund does not isolate that portion of
the results of operations resulting from changes in foreign exchange rates
on investments from the fluctuations arising from changes in market prices
of securities held. Such fluctuations are included with the net realized
and unrealized gain or loss from investments.
The Fund may enter into forward foreign currency exchange contracts for
operational purposes and to hedge against adverse exchange rate
fluctuations. The net U.S. dollar value of foreign currency underlying all
contractual commitments held by the Fund and the resulting unrealized
appreciation or depreciation are determined using foreign currency exchange
rates from an independent pricing service. The Fund is subject to the
credit risk that the other party will not complete the obligations of the
contract.
FEDERAL TAXES
Since it is the Fund's policy to comply with the provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
all of its taxable income to its shareholders, no provision for income
taxes is required. In order to avoid the payment of any federal excise
taxes, the Fund is required to distribute substantially all of its net
investment income and net realized gains on a calendar year basis.
<PAGE>
IAI Developing Countries Fund
Notes to Financial Statements
June 30, 1995
(Unaudited)
FEDERAL TAXES, CONTINUED
Net investment income and net realized gains (losses) may differ for
financial statement and tax purposes primarily due to differing treatments
for foreign currency transactions, passive foreign investment companies
(PFIC), and losses deferred due to "wash sales". The character of
distributions made during the year for net investment income or net
realized gains may also differ from its ultimate characterization for tax
purposes.
The Fund may be subject to foreign taxes on income, gains on investments or
currency repatriation. The Fund accrues such taxes as applicable.
SECURITY TRANSACTIONS AND INVESTMENT INCOME
The Fund records security transactions on trade date, the date the
securities are purchased or sold. Dividend income is recorded on the ex-
dividend date or upon receipt of ex-dividend notification in the case of
certain foreign securities. Security gains and losses are determined on the
basis of identified cost, which is the same basis used for federal income
tax purposes. Investment income is recorded net of foreign taxes withheld
where recovery of such taxes is uncertain.
DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders are recorded on the ex-dividend date.
Distributions from net investment income and capital gains are paid
annually. Additional distributions as needed to comply with federal tax
regulations are distributed during the year.
CONCENTRATION OF RISK
Investments of Emerging Markets in countries with limited or developing
capital markets may involve greater risks than investments in more
developed markets and the prices of such investments may be volatile. The
consequences of political, social or economic changes in these markets may
have disruptive effects on the market prices of the Fund's investments and
the income it generates, as well as the Fund's ability to repatriate such
amounts.
2. FEES AND EXPENSES
Under terms of an investment advisory agreement, the Fund pays Investment
Advisers, Inc. (Advisers) a monthly management fee based upon average daily
net assets, equal on an annual basis, to 1.25% of the first $200 million in
net assets, 1.10% of the next $200 million in net assets, and 1.00% of net
assets in excess of $400 million.
The Fund also pays an annual fee to Advisers for acting as the Fund's
dividend-disbursing, administrative, and accounting services agent. The fee
is paid monthly and is computed at an annual rate of .30% of average daily
net assets.
The Fund has adopted a plan of distribution with IAI Securities, Inc.
(Distributor), the Fund's distributor. Under the Plan, the Fund pays
Distributor a monthly fee to cover expenses incurred in the distribution
and promotion of the Fund's shares. The fee is equal to an annual rate of
.25% of the Fund's average daily net assets.
<PAGE>
IAI Developing Countries Fund
Notes to Financial Statements
June 30, 1995
(Unaudited)
2. FEES AND EXPENSES, CONTINUED
In addition to the advisory, distribution, and dividend-disbursing,
administrative, and accounting services fees, the Fund is responsible for
paying its operating expenses, including costs incurred in the purchase and
sale of assets. In addition, Advisers and Distributor have voluntarily
agreed to reimburse the Fund for the period to the extent total expenses,
excluding costs incurred in the the purchase and sale of assets, exceed, on
an annual basis, 2.00% of average daily net assets.
3. PURCHASES AND SALES OF SECURITIES
For the period February 10, 1995 to June 30,1995, purchases of securities
and sales proceeds, other than investments in short-term securities, for
the Fund aggregated $2,746,191 and $352,571, respectively.
<PAGE>
PART C
Item 24. Financial Statements and Exhibits
- ------- ---------------------------------
(a) Financial Statements (1)
(b) Exhibits
(1) Articles of Incorporation (3)
(2) Bylaws (4)
(5A) Investment Advisory Agreement (4)
(5B) Subadvisory Agreement (4)
(6A) Distribution and Shareholders Services Agreement (5)
(6B) Dealer Sales Agreement
(6C) Shareholder Services Agreement
(8) Custodian Agreement (4)
(9) Administrative Agreement (4)
(11) Consent of Independent Auditors
(15) Plan of Distribution (5)
(16) Calculations of Total Returns (2)
(99A) Annual Report - International Fund Portfolio (6)
(99B) Financial Statements (unaudited) - Developing Countries
Fund Portfolio
______________
(1) Incorporated by reference in Part B of the Registration Statement.
(2) Incorporated by reference to Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A filed on March 31, 1988.
(3) Incorporated by reference to Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A filed on June 3, 1993.
(4) Incorporated by reference to Post-Effective Amendment No. 15 to
Registrant's Registration Statement on Form N-1A filed on November 18,
1994.
(5) Incorporated by reference to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form N-1A filed on June 1,
1995.
(6) Incorporated by reference to the Annual Report filed electronically on Form
N-30D on June 1, 1995.
1
<PAGE>
Item 25. Persons Controlled by or Under Common Control with Registrant.
- ------- -------------------------------------------------------------
See the sections of the Prospectus entitled "Management" and
"Description of Common Stock" and the section of the Statement of Additional
Information entitled "Management," filed as part of this Registration Statement.
Item 26. Number of Holders Securities.
- -------- -----------------------------
<TABLE>
<CAPTION> Number of Record Holders
Portfolio Title of Class as of June 30, 1995
- --------- -------------- -------------------
<S> <C> <C>
IAI International Fund Common Stock (Series A) 3,239
IAI Developing Countries Fund Common Stock (Series B) 330
</TABLE>
Item 27. Indemnification.
- ------- ---------------
No change from information supplied in Post-Effective Amendment, filed
in February 1987.
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:
Name Title
---- -----
Jeffrey R. Applebaum Senior Vice President
Charles P. Barrington Director
Scott Allen Bettin Senior Vice President
Richard Oliver Bernays Director
Archie Campbell Black, III Senior Vice President/Treasurer
Julian Peavey Carlin Senior Vice President
Stephen C. Coleman Senior Vice President
Hugh Freedberg Chairman
Larry Ray Hill Executive Vice President/Director
Anne Florence Holloran Senior Vice President
Richard A. Holway Senior Vice President
Irving Philip Knelman Executive Vice President/Director
Rick D. Leggott Senior Vice President
Timothy A. Palmer Senior Vice President
Douglas Rugh Platt Senior Vice President
Andrew Scott Plummer Director
Noel Paul Rahn Chief Executive Officer/Director
R. David Spreng Senior Vice President
Christopher John Smith Senior Vice President/Secretary
Eric St. C. Stobart Director
Richard Edward Struthers Executive Vice President/Director
Suzanne F. Zak Senior Vice President
All of such persons have been affiliated with IAI for more than two
years except Messrs. Bernays, Barrington, Freedberg, Plummer and Stobart. Prior
to being appointed to the Board of IAI in 1993, Mr. Bernays was and remains
Chief Executive Officer of Hill Samuel Investment Management Group Ltd., 10
Fleet Place, Limeburner Lane, London, England EC4M 7RH, since 1992. Prior to
being appointed to the Board in 1994, Mr.
2
<PAGE>
Barrington was and remains Managing Director of Hill Samuel Bank, 100 Wood
Street, London, England EC2P 2AJ, since 1991. Prior to being appointed to the
Board in 1994, Mr. Freedberg was and remains Chief Executive of TSB Group plc,
Hill Samuel Division, 100 Wood Street, London, England EC2P 2AJ, since 1991.
Prior to being appointed to the Board in 1994, Mr. Plummer was and remains Legal
Adviser to TSB Group plc, 60 Lombard Street, London, England EC3V 9DN, since
1988. Prior to being appointed to the Board in 1994, Mr. Stobart was and remains
Director of Hill Samuel Bank, 100 Wood Street, London, England EC2P 2AJ, since
1977.
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 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:
Name Title
- ---- -----
Noel Paul Rahn Chairman of the Board of Directors
Richard Bernays Director
Roy C. Gillson Chief Investment Officer/Director
Anne F. Holloran Senior Vice President/Director
Irving Philip Knelman Director
Hilary Fane Deputy Chief Investment Officer/Director
Feidhlim O'Broin Associate Director
Elizabeth Gold Associate Director
Certain of the officers and directors of IAI also serve as officers
and directors of IAI Trust Company, a wholly-owned subsidiary of IAI. The
officers and directors of IAI Trust Company and their titles are as follows:
Name Title
- ---- -----
Richard E. Struthers Chairman of the Board
John G. Flesch Director/President
Christopher J. Smith Director/Secretary
Archie C. Black Director/Treasurer
Christie Haagensen Director of Client Services
Item 29. Principal Underwriters
- ------- ----------------------
(a) IAI Securities is also the principal underwriter for IAI
Investment Funds I, Inc., IAI Investment Funds II, Inc., IAI Investment Funds
IV, Inc., IAI Investment Funds V, Inc., IAI Investment Funds VI, Inc., IAI
Investment Funds VII, Inc., and IAI Investment Funds VIII, Inc.
3
<PAGE>
(b) The officers and directors of IAI Securities and the positions, if
any, such officers and directors hold with the Registrant are set forth below.
The business address of such persons is 3700 First Bank Place, Minneapolis,
Minnesota 55402.
<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ---------------- ---------------- ---------------
<S> <C> <C>
Noel P. Rahn Chairman of the Board Chairman of the Board
Richard E. Struthers President/Director President/Director
Douglas R. Platt Vice President/Director None
R. David Spreng Vice President/Director None
Christopher J. Smith Secretary None
Archie C. Black, III CFO/Treasurer Treasurer
William C. Joas Chief Compliance Officer Secretary
</TABLE>
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) Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of its latest annual report to shareholders, upon
request and without charge.
4
<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 this 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 27th day of July, 1995.
IAI INVESTMENT FUNDS III, 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 27, 1995
- -------------------------- executive officer
Richard E. Struthers & Director
/s/ Archie C. Black III Treasurer (principal July 27, 1995
- -------------------------- financial and accounting
Archie C. Black III officer
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 27, 1995
- ------------------------
William C. Joas
Attorney-in-fact
(1) Registrant's directors executing Powers of Attorney dated August 18, 1993,
and filed with the Commission on June 28, 1994.
