EXHIBIT(h)
ADMINISTRATIVE AGREEMENT
THIS AGREEMENT, dated as of the 3rd day of November, 1993, by and
between IAI Retirement Funds, Inc., a Minnesota corporation (the "Corporation"),
on behalf of each portfolio represented by a series of shares of common stock of
the Corporation (the "Portfolios") set forth in Exhibit A hereto, as
supplemented from time to time, and Investment Advisers, Inc. ("Advisers"), a
Delaware corporation:
WITNESSETH THAT:
WHEREAS, the Corporation, on behalf of each Portfolio, desires to
engage Advisers, and Advisers has agreed to provide such administrative,
dividend disbursing, transfer, and accounting services as may be required by
each Portfolio pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the parties hereto, intending to be legally bound,
do hereby agree as follows:
Section 1. Appointment. The Corporation hereby appoints Advisers as
the administrative agent, dividend disbursing agent, transfer agent, redemption
agent and accounting services agent for each Portfolio, and Advisers hereby
accepts such appointments and agrees to act in such capacities upon the terms
and conditions set forth in this Agreement.
ACCOUNTING SERVICES
Section 2. Required Accounts and Records. Advisers shall maintain
and keep current such accounts and records relating to the business of the
Corporation and the Portfolios as are necessary or advisable for compliance with
applicable regulations, including, without limitation, Rules 3la-1 and 3la-2
under the Investment Company Act of 1940, as amended, in such form as may be
mutually agreed to between the Corporation and Advisers.
Section 3. Required Calculations. Advisers shall perform the
calculations necessary to calculate each Portfolio's net asset value daily on
each day the Corporation is required to calculate such net asset values and in
accordance with the current Prospectus and Statement of Additional Information
of the Corporation and the Portfolios. The pricing services or other sources
from which daily price quotations on portfolio securities are to be obtained for
purposes calculating such daily net asset value shall be paid for by Advisers
and approved by the Corporation.
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Section 4. Periodic Reports. Advisers shall supply to the
Corporation such daily and periodic reports with respect to the Portfolios as
the Corporation is required by law, rule or regulation to maintain and,
additionally, as requested by the Corporation and agreed upon by Advisers.
Section 5. Ownership of Accounts and Reports. The accounts and
records required hereunder, in the agreed upon format, maintained by Advisers,
shall be the property of the Corporation and shall be made available to the
Corporation within a reasonable period of time upon proper demand. Advisers
shall assist the Corporation's independent auditor, or upon approval of the
Corporation, or upon demand, any regulatory body, in any requested review of the
Corporation's accounts and records, but shall be reimbursed for all expenses and
employee time invested in any such review outside of routine and normal periodic
reviews. Upon receipt from the Corporation of the necessary information, issuers
shall supply the necessary data for the Corporation's (or the Corporation's
accountant's) completion of any necessary tax returns, questionnaires, periodic
reports to shareholders and such other reports and information requests as the
Corporation and Advisers Shall agree upon from time to time.
TRANSFER AGENCY
Section 6. Share Issuances. Advisers shall make original issues of
the shares of each Portfolio in accordance with this Agreement, with such
Portfolio's current Prospectus and Statement of Additional Information and with
the instructions from the Corporation.
Section 7. Processing of Purchase Orders. Prior to the daily
determination of net asset value in accordance with each Portfolio's current
Prospectus and Statement of Additional Information, Advisers shall process all
purchase orders received since the last determination of such Portfolio's net
asset value.
Section 8. Transfer of Shares. Transfers of shares shall be
registered and new share certificates shall be issued by Advisers upon surrender
of properly endorsed outstanding Portfolio share certificates with all necessary
signature guarantees and satisfactory evidence of compliance with all applicable
laws relating to the payment or collection of taxes.
Section 9. Issuance of Replacement Certificates. Advisers may issue
new Portfolio share certificates in place of Portfolio share certificates
represented to have been lost, destroyed or stolen, upon receiving indemnity
satisfactory to Advisers and may issue new Portfolio share certificates in
exchange for, and upon surrender of, mutilated Portfolio share certificates.
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Section 10. Maintenance of Stock Registry Records. Advisers will
maintain stock registry records in the usual form in which it will note the
issuance, transfer and redemption of Portfolio shares and the issuance and
transfer of Portfolio share certificates, and is also authorized to maintain an
account in which it will record the Portfolio shares and fractions issued and
outstanding from time to time for which issuance of portfolio share certificates
is deferred.
Section 11. Other Transfer Agency Duties of Advisers. Advisers will,
in addition to the duties and functions above-mentioned, perform the usual
duties and functions of a stock transfer agent for a registered investment
company.
REDEMPTIONS
Section 12. Processing of Redemption Requests. Prior to the daily
determination of net asset value in accordance with each Portfolio's current
Prospectus and Statement of Additional Information, Advisers shall process all
requests from shareholders to redeem such Portfolio's shares. The proceeds of
redemption shall be remitted by Advisers in accordance with the Portfolio's
current Prospectus and Statement of Additional Information by check mailed to
the shareholder at his registered address.
DIVIDENDS
Section 13. Notice. Upon the declaration of each dividend and each
capital gains distribution with respect to each Portfolio by the Board of
Directors of the Corporation, Advisers shall process such dividends and
distributions in accordance with instructions received from the Corporation and
in accordance with the Portfolio's current Prospectus and Statement of
Additional Information and with the applicable laws.
OTHER SERVICES
Section 14. Other Services Under This Agreement. In addition to the
services as administrative agent, dividend disbursing agent, transfer agent,
redemption agent and accounting services agent, as set forth above, Advisers
will perform, for no additional compensation, other related services for the
Corporation and each Portfolio as agreed from time to time, including but not
limited to, preparation of and mailing federal tax information forms, mailing
semi-annual reports of the Portfolios, preparation of an annual list of
Portfolio shareholders, and mailing notices of Portfolio shareholders' meetings,
proxies and proxy statements.
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COMPENSATION
Section 15. Compensation; Allocation of Expenses. In payment for the
services to be rendered by Advisers under this Agreement, the Corporation shall
pay Advisers a monthly fee for each Portfolio within ten (10) business days
after the last day of the month in which said services were rendered equal to
the percentage of the value of the Portfolio's net assets on the last day of the
month, as set forth in Exhibit A hereto, as supplemented from time to time. This
fee shall be prorated for any fraction of a month at the commencement or
termination of this Agreement with respect to a Portfolio.
In addition to the compensation provided in this Section, each
Portfolio shall pay all its other costs and expenses not expressly assumed by
Advisers, including, without limitation. costs incurred in the purchase and sale
of assets, interest, taxes, charges of the custodian of the Portfolio's assets,
costs of reports and proxy materials sent to existing Portfolio shareholders,
fees paid for independent accounting and legal services, costs of printing
prospectuses for existing Portfolio shareholders, costs of registering the
Portfolio's shares, postage and insurance premiums. Except as expressly provided
herein, Advisers shall pay for the costs and expenses incurred in connection
with the rendering of services under this Agreement, including the salaries and
benefits of all necessary personnel (including overhead), the costs and expenses
of all computer hardware and software and the costs of all pricing services used
in connection with the calculations of each Portfolio's not asset value.
INSTRUCTIONS
Section 16. Authorizing Resolutions. The Corporation shall from time
to time file with Advisers with respect to each Portfolio a certified copy of
each resolution of its Board of Directors authorizing the transmittal of
instructions and specifying the person or persons authorized to give
instructions in accordance with this Agreement.
GENERAL PROVISIONS
Section 17. Indemnification. Advisers, in carrying out and
performing the terms and conditions of this Agreement, shall incur no liability
for its status hereunder or for any actions taken or omitted in good faith and
without negligence, and the Corporation, on behalf of the Portfolios, hereby
agrees to indemnify and hold Advisers harmless from any and all loss, liability
and expense, including any legal expenses, arising out of Advisers' performance
or status or any act or omission of Advisers under this Agreement other than
that incurred by Advisers' negligence or lack of good faith. Without limitation
of the foregoing:
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(a) Advisers may rely upon the advice of the Corporation, or of
counsel, who may be counsel for the Corporation or counsel for Advisers
and upon statements of accountants, brokers and other persons believed by
it in good faith to be expert in the matters upon which they are consulted
and for any actions taken in good faith upon such statements, Advisers
shall not be liable to any person or party; and
(b) Advisers may rely and shall be protected in acting upon any
signature, instruction, request, letter of transmittal, certificate,
opinion of counsel, statement, instrument, report, notice, consent, order,
or other paper or document believed in good faith by it to be genuine and
to have been signed, presented or authorized by the purchaser,
Corporation, or other proper party or parties.
Section 18. Interpretation: Governing Law. This Agreement shall be
subject to and interpreted in accordance with all applicable provisions of law,
including, without limitation, the Investment Company Act of 1940, as amended,
and the rules and regulations promulgated thereunder. To the extent that the
provisions herein contained conflict with any such applicable provisions of law,
the latter shall control. The laws of the State of Minnesota shall otherwise
govern the construction, validity and effect of this Agreement.
Section 19. Effective Date; Duration; Termination. The effective
date of this Agreement with respect to each Portfolio shall be the date set
forth on Exhibit A hereto, as supplemented from time to time. Wherever referred
to in this Agreement, the vote or approval of the holders of a majority of the
outstanding voting securities of a Portfolio shall mean the vote of 67% or more
of the voting securities present at a regular or special meeting of shareholders
duly called, if more than 50% of the Portfolio's outstanding securities are
present in person or by proxy or the vote of more than 50% of the Portfolio's
outstanding voting securities, whichever is the lesser.
Unless sooner terminated as hereinafter provided, this Agreement
shall continue in effect from year to year with respect to a Portfolio but only
so long as such continuance is specifically approved at least annually (1) by
the Board of Directors of the Corporation or by the vote of the holders of a
majority of the outstanding voting securities of the Portfolio, and (2) by the
vote of a majority of the directors who are not parties to this Agreement or
"interested persons" of any such party (as defined in the Investment Company Act
of 1940, as amended), cast in person at a meeting called for the purpose of
voting on such approval.
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This Agreement may be terminated with respect to a Portfolio at any
time without the payment of any penalty by the vote of the Board of Directors of
the Corporation or by the vote of the holders of a majority of the outstanding
voting securities of the Portfolio, or by Advisers, upon sixty (60) days'
written notice to the other party. Upon the effective termination date, subject
to payment to Advisers of all amounts due to Advisers as of said date, Advisers
shall make available to the Portfolio or its designated record keeping successor
all of the records of the Portfolio maintained under this Agreement then in
Advisers' possession.
This Agreement shall automatically terminate in the event of its
assignment (as defined by the provisions of the Investment Company Act of 1940,
as amended).
Section 20. Amendments. No material amendment to this Agreement
shall be effective until approved by Advisers and by the vote of a majority of
the Board of Directors of the Corporation who are not interested persons of
Advisers.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officers as of the day and year first above
written.
IAI RETIREMENT FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, President
INVESTMENT ADVISERS, INC.
By: /s/Xxxx X. Xxxx
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Xxxx X. Xxxx, Chief Executive Officer
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EXHIBIT A
Monthly Administrative
Fee (as a % of average
Portfolio Effective Date daily net assets)
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Series A - LAI Regional Portfolio November 3, 1993 .0083
Series B - IAI Balanced Portfolio November 3, 1993 .0083
Series C - IAI Reserve Portfolio November 3, 1993 .0083
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