EXHIBIT (g)
CUSTODIAN CONTRACT
This AGREEMENT made as of November 3, 1993, by and between IAI
Retirement Funds, Inc., a Minnesota corporation having its principal office and
place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, (the
"Company"), and Norwest Bank Minnesota, N.A., a National Banking Association
having its principal office and place of business at Sixth and ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Custodian").
WHEREAS, the Company is a mutual fund whose shares are currently
offered in the following series (which, together with each future series of the
Company that adopts this contract are hereafter referred to individually as a
"Fund" and collectively as the "Funds"): Series A - IAI Regional Portfolio,
Series B - Balanced Portfolio and Series C - IAI Reserve Portfolio.
WHEREAS, the Company desires to appoint the Bank as the custodian
for each Fund, and the Bank desires to accept such appointment;
WITNESSETH, that in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It. The Company hereby
employs the Custodian as the custodian of the assets of each Fund, including
securities the Company desires to be held in places within the United States
("domestic securities") and securities the Company desires to be held outside of
the United States ("foreign securities"). The Company agrees to deliver to the
Custodian all securities and cash owned by each Fund, and all payments of
income, payments of principal or capital distributions received by the Fund with
respect to all securities owned by the Fund from time to time, and the cash
consideration received by the Fund for such new or treasury shares of capital
stock ("Shares") of the Fund as may be issued or sold from time to time. The
Custodian shall not be responsible for any property of a Fund held or received
by the Fund and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Article
6), the Custodian shall from time to time employ one or more sub-custodians, but
only in accordance with any necessary approvals by the Board of Directors of the
Company, and provided that the appointment by the Custodian of any
sub-custodians shall not relieve the Custodian of any of its responsibilities or
liabilities hereunder.
2. Duties of the Custodian with Respect to Fund Property held by the Custodian
in the United States.
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2.1 Holding Securities. The Custodian shall hold and physically segregate for
the account of each of the Funds all non-cash property, including all securities
owned by the Funds, other than (a) securities which are maintained pursuant to
Section 2.12 in a clearing agency which acts as a securities depository or in a
Federal Reserve Bank, as Custodian may select, and to permit such deposited
Assets to be registered in the name of Custodian or Custodian's agent or nominee
on the records of such Federal Reserve Bank or such registered clearing agency
or the nominee of either, and to employ and use securities depositories,
clearing agencies, clearance systems, sub-custodians or agents located outside
the United States in connection with transactions involving foreign securities,
collectively referred to herein as a "Securities System".
2.2 Delivery of Securities. The Custodian shall release and deliver securities
owned by the Company for the account of a Fund held by the Custodian or in a
Securities System account of the Custodian only upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, and only in the following:
1) Upon sale of such securities for the account of a Fund
and receipt of payment therefor;
2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered
into by the Company on behalf of a Fund;
3) In the case of a sale effected through a Securities
System, in accordance with the provisions of Section
2.12 hereof;
4) To the depository agent in connection with tender or
other similar offers for portfolio securities of a Fund;
5) To the issuer thereof or its agent when such securities
are called, redeemed, retired or otherwise become
payable; provided that, in any such case, the cash or
other consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into
the name of the Company for the-account of a Fund or
into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent
appointed pursuant to Section 2.11 or into the name or
nominee name of any sub-custodian appointed pursuant to
Article 1; or for exchange for a different number of
bonds, certificates or other evidence representing the
same aggregate face amount or number of units; provided
that, in any such case, the new securities are to be
delivered to the Custodian;
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7) Upon the sale of such securities for the account of a
Fund, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street
delivery" custom; provided that in any such case, the
Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities
prior to receiving payment for such securities except as
may arise from the Custodian's own negligence or willful
misconduct;
8) For exchange or conversion pursuant to any plan or
merger, consolidation, recapitalization, reorganization
or readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
9) 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 of temporary securities for definitive
securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
10) For delivery in connection with any loans of securities
made by the Company on behalf of a Fund, but only
against receipt of adequate collateral as agreed upon
from time to time by the Custodian and the Company,
which may be in the form of cash or obligations issued
by the United States government, its agencies or
instrumentalities, except that in connection with any
loans for which collateral is to be credited to the
Custodian's account in the book-entry system authorized
by the U.S. Department of the Treasury, the Custodian
will not be held liable or responsible for the delivery
of securities owned by a Fund prior to the receipt of
such collateral;
11) For delivery as security in connection with any
borrowings by the Company on behalf of a Fund requiring
a pledge of assets by the Company on behalf of such
Fund, but only against receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any
agreement among the Company on behalf of a Fund, the
Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 (the "Exchange Act") and
a member of the National Association of Securities
Dealers, Inc. (`NASD"), relating to the compliance with
the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any
similar organization or organizations, regarding escrow
or other arrangements in connection with transactions by
the Company;
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13) For delivery in accordance with the provisions of any
agreement among the Company on behalf of a Fund, the
Custodian, and a Futures Commission Merchant registered
under the Commodity Exchange Act, relating to compliance
with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any similar
organization or organizations, regarding account
deposits in connection with transactions by the Company
on behalf of a Fund;
14) Upon receipt of instructions from the transfer agent
("Transfer Agent") for the applicable Fund, for delivery
to such Transfer Agent or to the holders of shares in
connection with distributions in kind, as may be
described from time to time in the Fund's currently
effective prospectus and statement of additional
information ("prospectus"), in satisfaction of requests
by holders of Shares for repurchase or redemptions; and
15) For any other proper corporate purpose, but only upon
receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board of Directors
of the Company signed by an officer of the Company and
certified by the Secretary or an Assistant Secretary,
specifying the securities to be delivered, setting forth
the purpose for which such delivery is to be made,
declaring such purpose to be a proper corporate purpose,
and naming the person or persons to whom delivery of
such securities shall be made.
2.3 Registration of Securities. Domestic securities held by the Custodian (other
than bearer securities) shall be registered in the name of the Company for the
account of the applicable Fund(s) or in the name of any nominee of the Company
or of any nominee of the Custodian which nominee shall be assigned exclusively
to the Company's, unless the Company has authorized in writing the appointment
of a nominee to be used in common with other registered investment companies
having the same investment adviser as the applicable Fund(s), or in the name or
nominee name of any agent appointed pursuant to Section 2.11 or in the name or
nominee name of any sub-custodian appointed pursuant to Article 1. All
securities accepted by the Custodian on behalf of the Company under the terms of
this Contract shall be in "street name" or other good delivery form.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank account
or accounts in the name of each Fund, subject only to draft or order by the
Custodian acting pursuant to the terms of this Contract, and shall hold in such
account or accounts, subject to the provisions hereof, all cash received by it
from or for the account of each applicable Fund, other than cash maintained by
the applicable Fund in a bank account established and used in accordance with
Rule 17f-3 under the Investment Company Act of 1940. Cash held by the Custodian
for each Fund may be deposited by it to its credit as Custodian in the Banking
Department of the Custodian or in such other banks or trust companies as it may
in its discretion deem necessary or desirable; provided, however, that every
such bank or trust company shall be qualified to act as a
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custodian under the Investment Company Act of 1940 and that each such bank or
trust company and the cash to be deposited with each such bank or trust company
shall be approved by vote of a majority of the Board of Directors of the
Company. Such cash shall be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in that capacity.
2.5 Payments for Shares. The Custodian shall receive from the distributor for
each Fund Shares or from the Transfer Agent of each Fund and deposit into the
Fund account such payments as are received for Shares of the Fund issued or sold
from time to time by the Fund. The Custodian will provide timely notification to
the Fund and the Transfer Agent of any receipt by it of payments for Shares of
the Funds.
2.6 Availability of Federal Funds. Upon mutual agreement between the Company and
the Custodian, the Custodian shall, upon the receipt of Proper Instructions,
make federal funds available to the Funds as of specified times agreed upon from
time to time by the Company and the Custodian in the amount of checks received
in payment for Shares of the Funds which are deposited into the Funds' accounts.
2.7 Collection of Income. The Custodian shall, or shall cause its agent or
sub-custodian to, collect on a timely basis all income and other payments with
respect to registered securities held hereunder to which each Fund shall be
entitled either by law or pursuant to custom in the securities business, and
shall collect on a timely basis all income and other payments with respect to
bearer securities if, on the date of payment by the issuer, such securities are
held by the Custodian or its agent or sub-custodian and shall credit such
income, as collected, to the applicable Fund's custodian account. Without
limiting the generality of the foregoing, the Custodian shall detach and present
for payment all coupons and other income items requiring presentation as and
when they become due and shall collect interest when due on securities held
hereunder. Unless the Custodian is the lending agent in connection with
securities loaned by the Fund, income due each Fund on securities loaned
pursuant to the provisions of Section 2.2(10) shall be the responsibility of the
Company. The Custodian will have no duty or responsibility in connection
therewith, other than to provide the Company with such information or daft as
may be necessary to assist the Company in arranging for the timely delivery to
the Custodian of the income to which each Fund is properly entitled.
2.8 Payment of Company Monies. Upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, the Custodian
shall pay out monies of each Fund in the following cases only:
1) Upon the purchase of domestic securities, options,
futures contracts or options on futures contracts for
the account of each Fund but only (a) against the
delivery of such securities or evidence of title to such
options, futures contracts or options on futures
contracts, to the Custodian (or any bank, banking firm
or trust company doing business in the United States or
abroad which is qualified under the
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Investment Company Act of 1940 to act as a custodian and
has been designated by the Custodian as its agent for
this purpose) registered in the name of the Company for
the account of a Fund or in the name of a nominee of the
Custodian referred to in Section 2.3 hereof or in proper
form for transfer; (b) in the case of a purchase
effected through a Securities System, in accordance with
the conditions set forth in Section 2.12 hereof or (c)
in the case of the repurchase agreements entered into
between the Company and the Custodian, or another bank,
or a broker-dealer which is a member of NASD, (i)
against delivery of the securities either in certificate
form or through an entry crediting the Custodian's
account at the Federal Reserve Bank with such securities
or (ii) against delivery of the receipt evidencing
purchase by the Company for the account of a Fund of
securities owned by the Custodian along with written
evidence of the agreement by the Custodian to repurchase
such securities from a Fund;
2) In connection with conversion, exchange or surrender of
securities owned by a Fund as set forth in Section 2.2
hereof;
3) For the redemption or repurchase of Shares issued by a
Fund as set forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred by
a Fund, including but not limited to the following
payments for the account of such Fund: interest, taxes,
management, accounting, transfer agent and legal fees,
and operating expenses of the Fund whether or not such
expenses am to be in whole or part capitalized or
treated as deferred expenses;
5) For the payment of any dividends declared pursuant to
the governing documents of the Company and the
applicable Fund;
6) For payment of the amount of dividends received in
respect of securities sold short; or
7) For any other proper purpose, but only upon receipt of,
in addition to Proper Instructions, a certified copy of
a resolution of the Board of Directors of the Company
signed by an officer of the Company and certified by its
Secretary or an Assistant Secretary, specifying the
amount of such payment, setting forth the purpose for
which such payment is to be made, declaring such purpose
to be a proper purpose, and naming the person or persons
to whom such payment is to be made.
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2.9 Liability for Payment in Advance of Receipt of Securities Purchased. The
Custodian shall not make payment for the purchase of domestic securities for the
account of a Fund in advance of receipt of the securities purchased in the
absence of specific written instructions from the Company to so pay in advance.
In any and every case where payment for purchase of domestic securities far the
account of a Fund is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions from the
Company to so pay in advance, the Custodian shall be absolutely liable to the
Company (for the account of the Fund) for such securities to the same extent as
if the securities had been received by the Custodian.
2.10 Payments for Repurchases or Redemptions of Shares of a Fund. From such
funds as may be available for the purpose but subject to the limitations of the
Articles of Incorporation or Bylaws and any applicable votes of the Board of
Directors of the Company, the Custodian shall, upon receipt of instructions from
the Transfer Agent, make funds available for payment to holders of Shares who
have delivered to the Transfer Agent a request for redemption or repurchase of
their Shares. In connection with the redemption or repurchase of Shares of a
Fund, the Custodian is authorized upon receipt of instructions from the Transfer
Agent to wire funds to or through a commercial bank designated by the redeeming
shareholders. In connection with the redemption or repurchase of Shares of a
Fund, the Custodian shall honor checks drawn on the Custodian by a holder of
Shares, which checks have been furnished by the Company to the holder of Shares,
when presented to the Custodian in accordance with such procedures and controls
as are mutually agreed upon from time to time between the Company and the
Custodian.
2.11 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust company
which is itself qualified under the Investment Company Act of 1940 to act as a
custodian as its agent to carry out such of the provisions of this Article 2 as
the Custodian may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of any of its
responsibilities or liabilities hereunder.
2.12 Deposit of Fund Assets in Securities System. The Custodian may deposit
and/or maintain domestic securities owned by any Fund in a clearing agency
registered with the Securities and Exchange Commission under Section 17A of the
Exchange Act, which acts as a securities depository, or in a Federal Reserve
Bank, as Custodian may select, and to permit such deposited Assets to be
registered in the name of Custodian or Custodian's agent or nominee on the
records of such Federal Reserve Bank or such registered clearing agency or the
nominee of either (collectively referred to herein as "Securities System") in
accordance with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:
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1) The Custodian may keep domestic securities of a Fund in
a Securities System provided that such securities are
represented in an account ("Account") of the Custodian
in the Securities System which shall not include any
assets of the Custodian other than assets held as a
fiduciary, custodian or otherwise for customers;
2) The records of the Custodian with respect to domestic
securities of a Fund which are maintained in a
Securities System shall identify by book-entry those
securities belonging to such Fund;
3) The Custodian shall pay for domestic securities
purchased for the account of a Fund upon (i) the
simultaneous receipt of advice from the Securities
System that such securities have been transferred to the
Account, and (ii) the making of an entry on the records
of the Custodian to reflect such payment and transfer
for the account of the Fund. The Custodian shall
transfer domestic securities sold for the account of a
Fund upon (i) the simultaneous receipt of advice from
the Securities System that payment for such securities
has been transferred to the Account, and (ii) the making
of an entry on the records of the Custodian to reflect
such transfer and payment for the account of the Fund.
Copies of all advises from the Securities System of
transfers of securities for the account of a Fund shall
identify the Fund, be maintained for the Fund by the
Custodian and be provided to the Company at its request.
Upon request, the Custodian shall furnish the Company
confirmation of each transfer to or from the account of
a Fund in the form of a written advice or notice and
shall furnish to the Company copies of daily transaction
sheets reflecting each day's transactions in the
Securities System for the account of each Fund.
4) The Custodian shall provide the Company with any report
obtained by the Custodian on the Securities System's
accounting system, internal accounting control and
procedures for safeguarding securities deposited in the
Securities System;
5) The Custodian shall have received the initial or annual
certificate, as the case may be, required by Article 16
hereof;
6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable to the
Company (for the account of each Fund) for any loss or
damage to the applicable Fund(s) resulting from use of
the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees or from
failure of the Custodian or any such agent or employee
to enforce effectively such rights as it may have
against the Securities System; at the election of the
Company, it shall be entitled to be subrogated to the
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rights of the Custodian with respect to any claim
against the Securities System or any other person which
the Custodian may have as a consequence of any such loss
or damage if and to the extent that the applicable Funds
have not been made whole for any such loss or damage.
2.13 Segregated Account. The Custodian shall upon receipt of Proper Instructions
establish and maintain a segregated account or accounts for and on behalf of
each Fund, into which account or accounts may be transferred cash and/or
securities, including securities maintained in an account by the Custodian
pursuant to Section 2.12 hereof, (i) in accordance with the provisions of any
agreement among the Company, the Custodian and a broker-dealer registered under
the Exchange Act and a member of NASD (or any futures commission merchant
registered under the Commodity Exchange Act), relating to compliance with the
rules of The Options Clearing Corporation and of any registered national
securities exchange (or the Commodity Futures Trading Commission or any
registered contract market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with transactions by the
Company for the account of any Fund, (ii) for the purpose of segregating cash or
government securities in connection with options purchased, sold or written by
the Company for the account of any Fund or commodity futures contracts or
options thereon purchased or sold by the Company for the amount of any Fund,
(iii) for the purpose of compliance by the Company with the procedures required
by Investment Company Act Release No. 10666, or any subsequent release or
releases of the Securities and Exchange Commission relating to the maintenance
of segregated accounts by registered investment companies and (iv) for other
proper corporate purposes, but only, in the case of the clause (iv), upon
receipt of, in addition to Proper instructions, a certified copy of a resolution
of the Board of Directors of the Company signed by an officer of the Company and
certified by the Secretary or in Assistant Secretary, setting forth the purpose
or purposes of such segregated account and declaring such purposes to be proper
corporate purposes.
2.14 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state tax
purposes in connection with receipt of income or other payments with respect to
domestic securities of each Fund held by it and in connection with transfers of
securities.
3. Duties of the Custodian with Respect to Fund Property Held Outside of the
United States.
3.1 Appointment of Foreign Sub-Custodians. The Custodian is authorize and
instructed, either directly or indirectly (through one or more sub-custodian
U.S. banks), to employed as sub-custodians for any Fund's securities and other
assets maintained outside of the United States the foreign banking institutions,
foreign securities depositories and foreign clearing agencies designated on
Exhibit A hereto ("foreign sub-custodians"); provided, however, that
notwithstanding the contents of Exhibit A hereto, the Custodian (including any
of its agents and sub-custodians) is authorized to directly or indirectly employ
or retain any sub-custodian, depository or clearing agency only if said employed
or retained institution qualifies as either (a) an
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"eligible foreign custodian", as defined in Rule 17f-5 under the Investment
Company Act of 1940, or (b) a "bank", as defined in Section 2(a)(5) of the
Investment Company Act of 1940, that in turn qualifies as an eligible domestic
custodian under Section 17(f) of the Investment Company Act of 1940; and
provided further that the Custodian shall be liable to the Company for any loss
of any Fund assets custodied with any institution directly or indirectly
employed or retained by the Custodian (or any of its agents or sub-custodians)
that does not meet the qualifications of either clause (a) of (b) of the
preceding proviso.
Upon receipt of Proper Instructions, together with a certified
resolution of the Company's Board of Directors, the Custodian and the Company
may agree to amend Schedule A hereto from time to time to designate additional
or alternative foreign banking institutions, foreign securities depositories and
foreign clearing agencies to act as sub-custodians. Each foreign banking
institution shall be authorized to deposit securities in foreign securities
depositories and foreign clearing agencies authorized pursuant to Rule 17f-5
under the Investment Company Act of 1940. Upon receipt of Proper Instructions
from the Company the Custodian shall promptly cease the employment of any one or
more of such sub-custodians for maintaining custody of the assets of the
applicable Fund(s).
3.2 Assets to be Held. The Custodian shall limit the securities and other assets
maintained in the custody of the foreign sub-custodian to: (a) "foreign
securities", as defined in paragraph (c)(1) of Rule 17f-5 under the Investment
Company Act of 1940, and (b) cash and cash equivalents in such amounts as the
Custodian or the Company may determine to be reasonably necessary to effect the
foreign securities transactions of the applicable Fund(s).
3.3 Segregation of Securities. The Custodian shall identify on its books as
belonging to the Company for the account of one or more of the Fund(s), the
foreign securities of each such Fund held by each foreign sub-custodian. Each
agreement pursuant to which the Custodian or its duly appointed U.S.
sub-custodian employs a foreign banking institution shall require that such
institution establish a custody account for the Custodian (or its U.S.
sub-custodian, as the case may be) on behalf of its customers and physically
segregate in that account securities and other assets of the Custodian's
customers, and, in the event that such institution deposits a Fund's securities
in a foreign securities depository, the sub-custodian shall identify on its
books as belonging to the Custodian (or its U.S. sub-custodian, as the case may
be), as agent for the Custodian's customers, the securities so deposited (all
collectively referred to as the "Account").
3.4 Agreement with Foreign Banking Institution. Each agreement with a foreign
banking institution shall provide that: (a) each Fund's assets will not be
subject to any right, charge, security interest, lien or claim or any kind in
favor of the foreign banking institution or its creditors, except a claim of
payment for their safe custody or administration; (b) beneficial ownership for
each Fund's assets will be freely transferable without the payment of money or
value other sum for custody or administration, which may include payment of
stamp duties or government taxes; (c) adequate records will be maintained
identifying the assets as belonging to the customers of Custodian; (d) officers
of or auditors employed by, or other representatives of
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the Custodian, including independent public accountants for each Fund, will be
given access to the books and records of the foreign banking institution
relating to its actions given under its agreement with the Custodian or shall be
given confirmation of the contents of such books and records; and (e) assets of
each Fund held by the foreign sub-custodian will be subject only to the
instructions of the Company, the Custodian or their agents.
3.5 Access of Independent Accountants of the Company. Upon request of the
Company, the Custodian will use its best efforts to arrange for the independent
accountants of the Company to be afforded access to the books ad records of any
foreign banking institution employed as a foreign sub-custodian insofar as such
books and records relate to the performance of such foreign banking institutions
under its agreement with the Custodian (or its U.S. sub-custodian, as the case
may be).
3.6 Reports by Custodian. The Custodian will supply to the Company from time to
time, as mutually agreed upon, statements in respect of the securities and other
assets of each Fund held by foreign sub-custodians, including but not limited to
an identification of entities having possession of each applicable Fund's
securities and other assets and advices or notifications of any transfers of
securities to or from each custodial account maintained by a foreign
sub-custodian for the Custodian on behalf of each applicable Fund indicating, as
to securities acquired for the Fund, the identity of the entity having physical
possession of such securities.
3.7 Foreign Securities Transactions.
1) Upon receipt of Proper Instruction, which may be
continuing instructions when deemed appropriate by the
parties, the Custodian shall make or cause its foreign
sub-custodian to transfer, exchange or deliver foreign
securities owned by the Company for the account of a
Fund, but except to the extent explicitly provided
herein only in any of the cases specified in Section
2.2.
2) Upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the
parties, the Custodian shall pay out or cause its
foreign sub-custodian to pay out monies of a Fund, but
except to the extent explicitly provided herein only in
any of the cases specified in Section 2.8.
3) Settlement and payment for securities received for the
account of a Fund and delivery of securities maintained
for the account of a Fund may, upon receipt of Proper
Instructions, be effected in accordance with the
customary or established securities trading or
securities processing practices and procedures in the
jurisdiction or market in which the transaction occurs,
including, without limitation, delivering securities to
the purchaser thereof or to a dealer therefor (or an
agent for such purchaser or dealer) against a receipt
with the expectation of receiving later payment for such
securities from such purchaser or dealer.
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4) With respect to any transaction involving foreign
securities, the Custodian or any sub-custodian in its
discretion may case a Fund's account to be credited on
either the contractual settlement date or the actual
settlement date with the proceeds of any sale or
exchange of foreign securities from the account of the
applicable Fund and to be debited on either the
contractual settlement date or the actual settlement
date for the cost of foreign securities purchased or
acquired for such Fund according to Custodian's then
current internal policies and procedures pertaining to
securities settlement, which policies and procedures may
change from time to time. Custodian shall advise the
Company of any changes to such policies and procedures.
The Custodian may reverse any such credit or debit made
on the contractual settlement date if the transaction
with respect to which such credit or debit was made
fails to settle within a reasonable period, determined
by Custodian in its reasonable discretion, after the
contractual settlement date except that if any foreign
securities delivered pursuant to this section are
returned by the recipient thereof, the Custodian may
cause any such credits and debits to be reversed at any
time.
5) Securities maintained in the custody of a foreign
sub-custodian may be maintained in the name of such
entity's nominee to the same extent as set forth in
Section 2.3 of this Contract and the Fund agrees to hold
any such nominee harmless from any liability as a holder
of record of such securities.
6) Until the Custodian receives written instructions to the
contrary the Custodian shall, or shall cause the
sub-custodian to collect all interest and dividends paid
on securities held in each applicable Fund's account,
unless such payment is in default. Unless otherwise
instructed, the Custodian shall convert interest,
dividends and principal received with respect to
securities in a Fund's account into United States
dollars and the Custodian shall perform foreign exchange
contracts for the conversion of United States dollars to
foreign currencies for the settlement of trades whenever
it is practicable to do so through customary banking
channels. Customary banking channels may vary based upon
industry practice in each jurisdiction, and shall
include the banking facilities of the Custodian's
affiliates, in accordance with such affiliate's then
prevailing internal policy on funds repatriation. All
risk and expense incident to such foreign collection and
conversions is the responsibility of each applicable
Fund's account, and Custodian shall have no
responsibility for fluctuation in exchange rates
affecting collections or conversions.
-12-
3.8 Foreign Securities Lending. Notwithstanding any other provisions contained
in this Contract, the Custodian and any sub-custodian shall deliver and receive
securities loaned or returned in connection with securities lending transactions
only upon and in accordance with Proper Instructions; provided, if the Custodian
is not the lending agent in connection with such securities lending, then
neither the Custodian or any sub-custodian shall undertake or otherwise be
responsible for:
(i) marking to market values for such loaned securities.
(ii) collection of dividends, interest or other disbursements
or distributions made with respect to such loaned
securities
(iii) receipt of corporate action notices, communications,
proxies or instruments with respect to such loaned
securities, and
(iv) custody, safekeeping, valuation or any other actions or
services with respect to any collateral securing any
such securities lending transactions.
In the event that the Custodian is the applicable Fund's lending
agent in connection with a specific securities loan, the Custodian shall
undertake to perform all of the above duties with regard to such loan, except
that the Company shall not receive, nor be enabled to vote, proxies in
connection with such loaned security.
3.9 Liability of Foreign Sub-Custodians. Each agreement pursuant to which the
Custodian (or its U.S. sub-custodian bank, as applicable) employs a foreign
banking institution as a foreign sub-custodian shall require the institution to
exercise reasonable care in the performance of its duties and to indemnify, and
hold harmless, the Custodian and Custodian's customers from and against any
loss, damage, cost, expense, liability or claim arising out of such
sub-custodian's negligence, fraud, bad faith, willful misconduct or reckless
disregard of its duties. At the election of the Company, it shall be entitled to
be subrogated to the right of the Custodian with respect to any claims against
the Custodian's U.S. sub-custodian bank (if any) or a foreign banking
institution as a consequence of any such loss, damage, cost, expense, liability
or claim if and to the extent that the Company has not been made whole for any
such loss, damage, cost, expense, liability or claim.
3.10 Monitoring Responsibilities. The Custodian shall furnish annually to the
Company information concerning the foreign sub-custodians employed by the
Custodian (or its U.S. sub-custodian bank, as applicable). Such information
shall be similar in kind and scope to that furnished to the Company in
connection with the initial approval of this Contract (and any contracts with
U.S. and foreign sub-custodians entered into pursuant hereto). In addition, the
Custodian will promptly inform the Company in the event that the Custodian
learns of a material adverse change in the financial condition of a foreign
sub-custodian or is notified by the Custodian's U.S. sub-custodian bank (if any)
or a foreign banking institution employed as foreign
-13-
sub-custodian that there appears to be a substantial likelihood that its
shareholders' equity will decline below $200 million (United States dollars or
the equivalent thereof) or that its shareholders' equity has declined below $200
million (in each case computed in accordance with generally accepted United
States accounting principles).
3.11 Branches of United States Banks. Except as otherwise set forth in this
Contract, the provisions hereof shall not apply where the custody of any Fund's
assets maintained in a foreign branch of a banking institution which is a "bank"
as defined by Section 2(a)(5) of the Investment Company Act of 1940 which meets
the qualification set forth in Section 26(a) of said Act. The appointment of any
such branch as a sub-custodian shall be governed by Article 1 of this Contract.
3.12 Expropriation Insurance. The Custodian represents that it does not intend
to obtain any insurance for the benefit of the Company or any Fund which
protects the imposition of exchange control restrictions or the transfer from
any foreign jurisdiction of the of sale of any securities or against
confiscation, expropriation or nationalization of any securities or the assets,
of the issuer of such securities is organized or in which securities am held for
safekeeping either by Custodian or any sub custodians in such country. The
Custodian represents that its understanding of the position of the Staff of the
Securities and Exchange Commission is that any investment company investing in
securities of foreign issuers his the responsibility for reviewing the
possibility of the imposition of exchange control restrictions which would
affect the liquidity of such investment company's assets and the possibility of
exposure to: political risk, including the appropriateness of insuring against
such risk.
4. Proxies. The Custodian shall, with respect to the securities held hereunder,
cause to be promptly executed by the registered holder of such securities, if
the securities are registered otherwise than in the name of the Company or a
nominee of the Company, all proxies, without indication of the manner in which
such proxies are to be voted, and shall promptly deliver to the Company such
proxies, all proxy soliciting materials and all notices relating to such
securities.
5. Communications Relating to Fund Portfolio Securities. The Custodian shall
transmit promptly to the Company all written information (including, without
limitation, dependency of calls and maturities of securities and expirations of
rights in connection therewith and notices of exercise of call and put options
written by the Fund and the maturity of futures contracts purchased or sold by
the Company) received by the Custodian from issuers of the securities being held
for each Fund. With respect to tender or exchange offers, the Custodian shall
transmit promptly to the Company all written information received by the
Custodian from issuers of the securities whose tender or exchange is sought and
from the party (or his agents) making the tender or exchange offer. If the
Company desires to take action with respect to any tender offer, exchange offer
or any other similar transaction, the Company shall notify the Custodian at
least three business days prior to the date on which the Custodian is to take
such action.
-14
6. Proper Instructions. Proper Instructions as used in this Contract mean a
writing signed or initiated by one or move person or persons as the Board of
Directors of the Company shall have from time to time authorized. Each such
writing shall set forth the specific transaction or type of transaction
involved, including a specific statement of the purpose for which such action is
requested. Oral instructions will be considered Proper Instructions if the
Custodian reasonably believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved. The Company
shall cause all oral instructions to be confirmed in writing. Upon receipt of a
certificate of the Secretary or Assistant Secretary as to the authorization by
the Board of Directors of the Company accompanied by a detailed description of
procedures approved by the Board of Directors, Proper Instructions may include
communications effected directly between election-mechanical or electronic
devices provided that the Board of Directors and the Custodian are satisfied
that such procedures afford adequate safeguards for each Fund's assets.
7. Actions Permitted Without Express Authority. The Custodian may in its
discretion, without express authority from the Company:
1) Make payments to itself or others for minor expenses of
handling securities provided that all such payments
shall be accounted for to the Company;
2) Surrender securities in temporary form for securities in
definitive form;
3) Endorse for collection, in the names of the applicable
Fund, checks, drafts and other negotiable instruments;
and
4) In general, attend to all non-discretionary details in
connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the
securities and property of the Company except as
otherwise directed by the Board of Directors of the
Company.
8. Evidence of Authority. The Custodian shall be protected in acting upon any
instructions, notice, request, consent, certificate or other instrument of paper
believed by it to be genuine and to have been properly executed by or on behalf
of the Company. The Custodian may, receive and accept a certified copy of a vote
of the Board of Directors of the Company as conclusive evidence (a) of the
authority of any person to act in accordance with such vote or (b) or any
determination or of any action duly made or taken by the Board of Directors as
described in such vote, and such vote may be considered as in full force and
effect until receipt by the Custodian of written notice to the contrary.
-15-
9. Class Actions. The Custodian shall transmit promptly to the Company all
notices or other communications received by it in connection with any class
action lawsuit relating to securities currently or previously held for one or
more of the Funds. Upon being directed by the Company to do so, the Custodian
shall furnish to the Company any and all written materials which establish the
holding/ownership, amount held/owned, and period of holding/ownership of the
securities in question.
10. Records. The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Company and each Fund under the Investment Company Act of
1940, with particular attention to Section 31 thereof and Rule 3la-1 and 31a-2
thereunder. The Custodian shall also maintain records as directed by the Company
in connection with applicable federal and state tax laws and any other law or
administrative rules or procedures which may be applicable to the Company and
the Funds. With respect to securities and cash deposited with a Securities
System, a sub-custodian or an agent of the Custodian, the Custodian shall
identify on its books all such securities and cash as belonging to the Company
for the account of the applicable Fund(s). All such records shall be the
property of the Company and shall at all times during the regular business hours
of the Custodian be open for inspection by duly authority officers, employees or
agents of the Company. Such records shall be made available to the Company for
review by employees and agents of the Securities and Exchange Commission. The
Custodian shall furnish to the Company, and its agents as directed by the
Company, as of the close of business on the last day of each month a statement
showing all transactions and entries for the account of the Company during that
month, and all holdings as of month-end.
All records so maintained in connection with the performance of its
duties under this Agreement shall remain the property of the Company and, in the
event of termination of this Agreement, shall be delivered to the Company.
Subsequent to such delivery, and surviving the termination of this Agreement,
the Company shall provide the Custodian access to examine and photocopy such
records as the Custodian, in its discretion, deems necessary, for so long as
such records are retained by the Company.
11. Opinion of Company's Independent Accountant. The Custodian shall take all
reasonable action, as the Company may from time to time request, to obtain from
year to year favorable opinions from the Company's independent accountants with
respect to its activities hereunder in connection with the preparation of the
Company's Form N-lA and Form N-SAR or other reports to the Securities and
Exchange Commission and with respect to any other requirements of such
Commission.
-16-
12. Reports to Company by Independent Public Accountants. The Custodian shall
provide the Company, at such times as the Company may reasonably require, with
reports by independent public accountants on the accounting system, internal
accounting control and procedures for safeguarding securities, futures contracts
and options on futures contracts, including securities deposited and/or
maintained in a Securities System, relating to the services provided by the
Custodian under this Contract; such reports shall be of sufficient scope, and in
sufficient detail, as may reasonably be required by the Company to provide
reasonable assurance that any material inadequacies would be disclosed by such
examination, and, if them are no such inadequacies, the reports shall so state.
13. Compensation of Custodian. For performance by the Custodian pursuant to this
Agreement, the Company, out of the assets of each applicable Fund, agrees to pay
the Custodian annual asset fees and supplemental charges as set out in Exhibit
B. Fees and supplemental charges may be changed from time to time subject to
mutual written agreement between the Company and the Custodian.
14. Responsibility of Custodian. So long as and to the extent that it is in the
exercise of reasonable care, the Custodian shall not be responsible for the
title, validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Contract and shall be held
harmless in acting upon any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be signed by the
proper party or parties. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract, but shall be
kept indemnified by and shall be without liability to the Company or any Fund
for any action taken or omitted by it in good faith and without negligence. It
shall be entitled to rely on and may act upon advice of counsel of, or
reasonably acceptable to, the Company on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
Notwithstanding the foregoing, the responsibility of the Custodian with respect
to redemptions effected by check shall be in accordance with a separate
Agreement entered into between the Custodian and the Company.
If the Company requires the Custodian to take any action with
respect to securities, which action involves the payment of money or which
action may, in the reasonable opinion of the Custodian, result in the Custodian
or its nominee assigned to the Company being liable for the payment of money or
incurring liability of some other form, the Company, as a prerequisite to
requiring the Custodian to take such action, shall provide indemnity to the
Custodian in the amount and form reasonably satisfactory to it.
If the Company requires the Custodian to advance cash or securities
for any purpose or in the event that the Custodian or its nominee shall incur or
be assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of a Fund shall be
security
-17-
therefor and should the Company fail to repay the Custodian promptly with
respect to any Fund, the Custodian shall be entitled to utilize available cash
and to dispose of assets to the extent necessary to obtain reimbursement.
The Custodian shall not be liable for any loss or damage to the
Company or any Fund resulting from participation in a securities depository
unless such loss or damage arises by reason of any negligence, misfeasance, or
willful misconduct of officers or employees of the Custodian, or from its
failure to enforce effectively such rights as it may have against any securities
depository or from use of a sub-custodian or agent. Anything in this Contract to
the contrary notwithstanding, the Custodian shall exercise, in the performance
of its obligations undertaken or reasonably assumed with respect to this
Agreement, reasonable care, for which the Custodian shall be responsible to the
same extent as if it were performing such duties directly. The Custodian shall
be responsible for the securities and cash held by or deposited with any
sub-custodian or agent to the same extent as if such securities and cash were
directly held by or deposited with the Custodian. The Custodian hereby agrees
that it shall indemnify and hold the Company and each applicable Fund harmless
from and against any loss which shall occur as a result of the failure of a
foreign sub-custodian holding the securities and cash to provide a level of
safeguards for maintaining any Fund's securities and cash not materially
different from that provided by a United States custodian holding such
securities and cash in the United States.
The Custodian agrees to indemnify and hold the Company and each of
the Funds harmless for any and all loss, liability and expense, including
reasonable legal fees and expenses, arising out of the Custodian's own
negligence or willful misconduct or that of its officers, agents, sub-custodians
or employees in the performance of the Custodian's duties and obligations under
this Contract.
15. Effective Period, Termination and Amendment. The Contract shall become
effective as of its execution, shall continue in full force and effect until
terminated as hereinafter provided, may be amended at any time by mutual
agreement of the parties hereto and may be terminated by either party by an
instrument in writing delivered or mailed, postage prepaid to the other party,
such termination to take effect not sooner than sixty (60) days after the date
of such delivery or mailing; provided, however, that the Custodian shall not act
under Section 2.12 hereof in the absence of receipt of an initial certificate of
the Secretary or an Assistant Secretary that the Board of Directors of the
Company has approved the initial use of a particular Securities System and the
receipt of an annual certificate of the Secretary or an Assistant Secretary that
the Board of Directors has reviewed the use by each Fund of such Securities
System, as required in each case by Rule 17f-4 under the Investment Company Act
of 1940, provided further, however, that the Company shall not amend or
terminate this Contract in contravention of any applicable federal or state
regulations, or any provision of its Articles of Incorporation, and further
provided, that the Company may at any time by action of its Board of Directors,
with respect to any Fund (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the
-18-
happening of a like event at the direction of an appropriate regulatory agency
or court of competent jurisdiction.
Upon termination of the Contract, the Company on behalf of each Fund
shall pay to the Custodian such compensation as may be due as of the date of
such termination and shall likewise reimburse the Custodian for its costs,
expenses and disbursements.
16. Successor Custodian. If a successor custodian shall be appointed by the
Board of Directors of the Company, the Custodian shall, upon termination deliver
to such successor custodian at the office of the Custodian, duly endorsed and in
the form for transfer to an account of the successor custodian each of the
Fund's securities held in a Securities System.
If no such successor custodian shall be appointed, the Custodian
shall in like manner, upon receipt of a certified copy of a vote of the Board of
Directors of the Company, deliver at the office of the Custodian and transfer
such securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor custodian
or certified copy of a vote of the Board of Directors shall have been delivered
to the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act of 1940, of
its own selection, having an aggregate capital, surplus, and undivided profits,
as shown by its list published, report, of not less than $100,000,000, all
securities, funds and other properties held by the Custodian and all instruments
held by the Custodian relative thereto and all other property held by it under
this Contract and to transfer to an account of such successor custodian all of
each Fund's securities held in any Securities System. Thereafter, such bank or
trust company shall be the successor of the Custodian under and pursuant to this
Contract.
In the event that securities, funds and other properties remain in
the possession of the Custodian after the date of termination hereof owing to
failure of the Company to procure the certified copy of the vote referred to or
of the Board of Directors to appoint a successor custodian, the Custodian shall
be entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
17. Interpretive and Additional Provision. In connection with the operation of
this Contract, the Custodian and the Company may from time to time agree on such
provisions interpretive of or in addition to the provisions of this Contract as
may in their joint opinion be consistent with the general tenor of this
Contract. Any such interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of the Articles of Incorporation or Bylaws of
the Company. No interpretive or additional
-19-
provisions made as provided in the preceding sentence shall be deemed to be an
amendment of this Contract.
18. Minnesota Law to Apply. This Contract shall be construed and the provisions
thereof interpreted under and in accordance with laws of the State of Minnesota.
19. Prior Contracts. This Contract supersedes and terminates, as of the date
hereof, all prior contracts between the Company and the Custodian relating to
the custody of each Fund's assets. This Contract shall not be assignable by any
party hereto; provided however, that any entity into which the Company or the
Custodian, as the case may be, may be merged or converted or with which it may
be consolidated, or any entity succeeding to all or substantially all of the
business of the Company or the custody business of the Custodian, shall succeed
to the respective rights and shall assume the respective duties of the Company
or the Custodian, as the case may be, hereunder.
20. General. Nothing expressed or mentioned in or to be implied from any
provision of this Contract is intended to, 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 rasped to this Contract, or any covenant,
condition and provision herein contained, this Contract and all of the
covenants, conditions and provisions hereof being intended to be and being the
sole and exclusive benefit of the parties hereto and their respective successors
and assigns.
IN WITNESS WHEREOF, each of the parties has caused this instrument
to be executed in its name and behalf by its duly authorized officers as of the
day and year first above written.
IAI Retirement Funds, Inc. Norwest Bank Minnesota, N.A.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST ATTEST
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------ ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-20-
EXHIBIT A
IAI MUTUAL FUNDS
(Effective November 3, 1993)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TRUST COMPANY
GLOBAL CUSTODY NETWORK
COUNTRY NAME OF BANK/DEPOSITORY RULE 17f-5
------- (date of sub-custodian agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) BASIS OF
----------------------------------------------------- ELIGIBILITY
-----------
Argentina Citibank, N.A. - Buenos Aires Branch (8/28/91, signed 4/9/92) (1)
Caja de Valores (5)
Australia Australia and New Zealand Banking Group Limited (10/23/90) (2)
Clearing House Electronic Subregister System (5)
Austria Euroclear Clearance System (n/a) Wertpapiersammelbank (4)
(5)
Belgium Banque Bruxelles ▇▇▇▇▇▇▇ (7/20/92) (2)
Caisse Interprofessionnelle de Depot et de Virements de Titres (5)
Brazil Banco de Boston (1/7/93) (2)
Bolsa de Valores de Sao Paulo (5)
Bolsa de Valores de Rio de Janeiro (5)
Canada Toronto Dominion Bank (1/29/91) (2)
The Canadian Depository for Securities (5)
Chile Citibank, N-A. - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (7/8/92) (1)
Denmark Euroclear Clearance System (n/a) (4)
Vaerdipapircentralen (5)
Finland Euroclear Clearance System (n/a) (4)
France Banque Indosuez (7/25/91) (2)
Societe Interprofessionelle la Compensacion des Valuer Mobilieres (5)
Societe de Compensacion des Marches Conclitionnels (5)
Chambre de Compensation des Instruments Financiers de Paris (5)
Germany Berliner Handels-und Frankfurter Bank (11/1/91) (2)
Deutscher Kassenverein AG (5)
Greece Citibank, N.A. - Athens Branch (4/9/92) (1)
Central Clearing Office of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇)
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ and Shanghai Banking Corporation Ltd.
(1/20/88, amended 5/26/93) (2)
Hong Kong Securities Clearing Company (5)
▇-▇
▇▇▇▇▇ Hong Kong and Shanghai Banking Corporation Ltd.
(1 /20/88, amended 5/26/93) (2)
Indonesia Hong Kong and Shanghai Banking Corporation Ltd.
1/20/88, amended 5/26/93) (2)
Ireland Allied Irish Bank (7/4/91) (2)
Stock Exchange Talisman System (5)
Italy Barclays Bank PLC (4/18/91, supplemented 5/31/91) (2)
Monte Titoli S.p.A. (5)
Japan The Mitsubishi Bank Limited (5/25/88) (2)
Japan Securities Depository Center (5)
Korea Standard Chartered Bank (1/2/92) (2)
The Korean Central Depository (5)
Malaysia Oversea Chinese Banking Corporation (4/12/88,
supplemented 5/19/88 and 7/18/88) (2)
The Malaysian Central Depository (5)
Mexico Citibank, N.A. - Mexico City Branch (8/28/91, signed 4/9/92) (1)
Instituto para el Deposito de Valores (S.D. Indeval) (5)
Netherlands ABN Amro Bank (3/89) (2)
Nederlands Centraal Institut voor Giraal Effectenverkeer.B.V. (NECIGEF) (5)
New Zealand Bank of New Zealand (7/11/89) (2)
Austraclear New Zealand System (5)
Norway Euroclear Clearance System (n/a) (4)
Verdipapirsentralen (5)
Phillipines Hong Kong and Shanghai Banking Corporation Ltd.
(1/20/88, amended 5/26/93) (2)
Portugal Banco Comercial Portugues (10/l/89) (2)
Lisbon Stock Exchange (SICOB system) (5)
Oporto Stock Exchange (CAMBIUM system) (5)
Singapore Oversea Chinese Banking Corporation (4/12/88, supplemented 5/19/88 and 7/18/88) (2)
Central Depository Pte Ltd (5)
Spain Banco Santader (3/22/89) (2)
Servicio de Compensacion y Liquidacion de Valores (5)
Sweden Euroclear Clearance System (n/a) (4)
Vardepapperscentralen (5)
Switzerland ▇▇▇▇▇▇ Guaranty Trust Company of New York-Zurich Branch (10/16/91) (1)
Schweizerische Effekten ▇▇▇▇ A.G. (SEGA) (5)
A-2
Taiwan Hong Kong and Shanghai Banking Corporation Ltd. (1/20/88, amended 5/26/93) (2)
Taiwan Securities Depository Co. (5)
Thailand Standard Chartered Bank (1/29/90) (2)
Share Depository Center (5)
Turkey Citibank, N.A- - Istanbul Branch (8/28/91, signed 4/9/92) (1)
United Kingdom Barclays Bank PLC (9/92) (2)
Stock Exchange Talisman System (5)
Uruguay Citibank, N.A. - Montevideo Branch (8/28/91, signed 4/9/92) (1)
Venezuela Citibank, N.A- - Caracas Branch (8/28/91, signed 4/9/92) (1)
(1) Foreign branch of a United States bank, which qualifies as an
eligible domestic custodian under Section 17(f) of the Investment
Company Act of 1940.
(2) A bank or trust company that has shareholders' equity in excess of
$200 million (US) and is regulated as a bank or trust company by the
foreign country's government.
(3) A majority-owned direct or indirect subsidiary of a qualified U. S.
Bank or bank holding company that is incorporated or organized under
the laws of a country other than the United States and that has
shareholder equity in excess of $100 million (US).
(4) A securities depository or clearing agency which operates a
trans-national system for the central handling of securities or
equivalent book entries.
(5) A central securities depository or clearing agency which operates
the central system for the handling of securities or book-entries in
that country.
A-3
Exhibit B
(as amended through August 18, 1993)
TO
CUSTODIAN AGREEMENT
BETWEEN
IAI Investment Funds I, Inc.
AND
NORWEST BANK MINNESOTA, N.A.
Compensation Schedule
---------------------
ANNUAL FEES Rate
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 Purchase/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/Check Issuance 0.00
Overnight Sweep Activity 0.00
TRANSACTION FEES - GLOBAL SECURITIES
Global Equity Transactions $50.00
Forward Currency Purchase/Sale 0.00
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Exhibit C
(as amended through August 18, 1993)
TO
CUSTODIAN AGREEMENT
BETWEEN
IAI Investment Funds I, Inc.
AND
NORWEST BANK MINNESOTA, NA.
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 am 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.
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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.
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.
Principal
Security Type Dividends/Interest Maturities Payments
------------- ------------------ ---------- --------
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 Agencies Payable Date Payable Date Receipt
Commercial Paper Payable Date Payable Date N/A
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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
* 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.
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