MANAGEMENT AGREEMENT
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This Agreement is made and entered into as of October 1, 1997 by and
between Investment Advisers, Inc., a Delaware corporation ("IAI"), and IAI
Investment Funds III, Inc., a Minnesota corporation (the "Company"), on behalf
of IAI Pacific Basin Fund, the portfolio represented by the Company's Series D
Common Shares (the "Fund").
1. ENGAGEMENT OF IAI; SERVICES.
(a) Investment Advisory Services. The Company hereby engages IAI on behalf
of the Fund, and IAI hereby agrees, pursuant to the terms and conditions
hereinafter set forth, to furnish the Fund continuously with investment
planning, to provide investment advice with regard to the Fund's portfolio, to
prepare and make available to the Fund necessary research and statistical data
in connection therewith, to supervise the acquisition and disposition of
specific securities by the Fund and to perform such other services as are
reasonably incidental to the foregoing duties as investment adviser for, and to
manage the investment of the assets of, the Fund. IAI covenants and agrees that,
in effecting acquisitions and dispositions of specific investments on behalf of
the Fund, IAI shall at all times be governed by the Fund's investment
objectives, restrictions and policies as delineated and limited by the
disclosures contained in the various documents filed with the Securities and
Exchange Commission on behalf of the Fund, as such documents may from time to
time be amended or supplemented. IAI shall report to the Company's Board of
Directors regularly at such times and in such detail as the Board may from time
to time determine appropriate, in order to permit the Board to determine the
adherence of IAI to the Fund's investment objectives, policies and limitations.
(b) Dividend Disbursing, Accounting, Administrative and Transfer Agency
Services. The Company on behalf of the Fund hereby engages IAI, and IAI hereby
agrees, to provide to the Fund with all dividend disbursing, accounting,
administrative and transfer agency services required by the Fund, including,
without limitation, the following services:
(1) The calculation of net asset value per share at such times and in such
manner as specified in the Fund's current Prospectus and Statement of Additional
Information and at such other times upon which the parties hereto may from time
to time agree. The pricing services or other sources from which daily price
quotations on portfolio securities are to be obtained for purposes of
calculating the Fund's daily net asset value shall be paid for by IAI and
approved by the Company;
(2) Upon the receipt of funds for the purchase of Fund shares or the
receipt of redemption requests with respect to Fund shares outstanding, the
calculation of the number of shares to be purchased or redeemed, respectively;
(3) Upon the Fund's distribution of dividends, (i) the calculation of the
amount of such dividends to be received per Fund share, (ii) the calculation of
the number of additional Fund shares to be received by each Fund shareholder,
other than any shareholder who has elected to receive such dividends in cash,
and (iii) the mailing of payments with respect to such dividends to shareholders
who have elected to receive such dividends in cash;
(4) The provision of transfer agency services as described below:
(i) IAI shall make original issues of shares of the Fund in accordance with
the Fund's current Prospectus and Statement of Additional Information and with
instructions from the Company;
(ii) Prior to the daily determination of net asset value of the Fund, IAI
shall process all purchase orders received since the last determination of the
Fund's net asset value;
(iii) Transfers of shares shall be registered;
(iv) IAI will maintain stock registry records in the usual form in which it
will note the issuance, transfer and redemption of Fund shares, and is also
authorized to maintain an account in which it will record the Fund shares and
fractions issued and outstanding from time to time for which issuance of Fund
share certificates is deferred; and
(v) IAI will, in addition to the aforementioned duties and functions,
perform the usual duties and functions of a stock transfer agent for a
registered investment company;
(5) The creation and maintenance of such records relating to the business
of the Fund as the Company may from time to time reasonably request;
(6) The preparation of tax forms, reports, notices, proxy statements,
proxies and other Fund shareholder communications, and the mailing thereof to
Fund shareholders; and
(7) The provision of such other dividend disbursing, accounting,
administrative, accounting and transfer agency services upon which the parties
hereto may from time to time agree.
(8) The Fund hereby authorizes IAI to contract with qualified entities for
the provision of any of the services to be performed pursuant to this Section
1(b).
(c) Shareholder Services. The Company on behalf of the Fund hereby engages,
and IAI hereby agrees, to provide the Fund with all services to shareholders not
otherwise the subject of Section 1(b) above. These shareholder services may
include personal services provided to shareholders, such as answering
shareholder inquiries regarding a Fund and providing reports and other
information and services related to the maintenance of shareholder accounts. The
Fund hereby also authorizes IAI to contract with qualifying broker-dealers,
financial institutions and other such entities for the provision of such
services to Fund shareholders.
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(d) Filings, Office Facilities, Equipment and Personnel. IAI shall, at its
own expense, file all documents with all relevant regulatory agencies and
governmental authorities on the Company's behalf, furnish the Company and the
Fund with all office facilities, equipment and personnel necessary to discharge
its responsibilities and duties hereunder. IAI shall arrange, if requested by
the Company, for officers or employees of IAI to serve without compensation from
the Company as directors, officers, or employees of the Company if duly elected
to such positions by the shareholders or directors of the Company.
(e) Other Services. IAI shall, at its own expense, provide or arrange for
the provision of all services required by the Company on behalf of the Fund not
otherwise addressed in this Agreement.
(f) Books and Records. IAI hereby acknowledges that all records pertaining
to the services rendered hereunder are the sole and exclusive property of the
Company, and in the event that a transfer of any of the services currently
rendered hereunder to someone other than IAI should ever occur, IAI will
promptly, and at its own cost, take all steps necessary to segregate such
records and deliver them to the Company.
(g) No Separate Charges to Shareholders. IAI hereby covenants and agrees
that it will make no separate charge to any Fund shareholder or his individual
account for any services rendered to said shareholder, the Fund or the Company
unless such charge for special services is specifically approved by the Board
including a majority of the directors who are not "interested persons" (as such
term is defined in the Investment Company Act of 1940, as amended, which act, as
amended and together with all rules and regulations promulgated thereunder, is
hereinafter referred to as the "1940 Act") of IAI. No special charge will be
levied retroactively or without appropriate notice to affected shareholders.
(h) Limitation of Liability. IAI, 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. Without limitation of the foregoing:
(1) IAI may rely upon, and shall not be liable to any person or party for
any actions taken or omitted to be taken in good faith in reliance upon, the
advice of the Company, or of counsel, who may be counsel for the Company or
counsel for IAI, and upon statements of accountants, brokers and other persons
believed by IAI in good faith to be expert in the matters upon which they are
consulted; and
(2) IAI may rely upon, and shall not be liable to any person or party for
any actions taken or omitted to be taken in good faith in reliance upon, any
signature, instruction, request, letter of transmittal, certificate, opinion of
counsel, statement, instrument, report, notice, consent, order or other paper or
document that IAI in good faith believes to be genuine and to have been signed,
presented or authorized by the purchaser, Company or other proper party or
parties.
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2. COMPENSATION FOR SERVICES; ALLOCATION OF EXPENSES
(a) In payment for the services to be provided or arranged by IAI
hereunder, the Company (on behalf of the Fund) shall pay to IAI a fee based on
the Fund's average daily net assets (as determined in accordance with the
Company's Bylaws and with the Fund's Prospectus and Statement of Additional
Information, as the same may from time to time be amended or supplemented) as
set forth in Exhibit A attached hereto. This fee shall be paid to IAI on a
monthly basis not later than the tenth business day of the month following the
month in which the services were rendered and shall be prorated for any fraction
of a month at the commencement or termination of this Agreement.
(b) Except for brokerage commissions and other expenditures in connection
with the purchase and sale of portfolio securities, interest expense and,
subject to the specific approval of a majority of the directors of the Company
who are not "interested persons" (as defined in the 0000 Xxx) of IAI or the
Company, taxes and extraordinary expenses, IAI shall bear all of the Fund's
expenses; provided however, that IAI will either pay the fees and the ordinary
and reasonable expenses of the Fund's disinterested directors or reduce the fee
due under this Agreement by an equivalent amount paid by the Fund to such
directors.
3. FREEDOM TO DEAL WITH THIRD PARTIES.
IAI shall be free to render services to others similar to those rendered
under this Agreement or of a different nature except as such services may
conflict with the services to be rendered or the duties to be assumed hereunder.
4. EFFECTIVE DATE, DURATION, AMENDMENT AND TERMINATION OF AGREEMENT.
(a) Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect for a period more than two years from the date of its
execution but only as long as such continuance is specifically approved at least
annually by (i) the Board of Directors of the Company or by the vote of a
majority of the outstanding voting securities of the Fund, and (ii) by the vote
of a majority of the directors of the Company who are not parties to this
Agreement or "interested persons" (as defined in the 0000 Xxx) of IAI or of the
Company cast in person at a meeting called for the purpose of voting on such
approval.
(b) This Agreement may be terminated at any time, without the payment of
any penalty, by the Board of Directors of the Company or by the vote of a
majority of the outstanding voting securities of the Fund, or by IAI, upon 60
days' written notice to the other party.
(c) This Agreement shall automatically terminate in the event of its
"assignment" (as defined in the Investment Company Act of 1940, as amended).
(d) No amendment to this Agreement shall be effective until approved by the
vote of: (i) a majority of the directors of the Company who are not parties to
this Agreement or "interested persons" (as defined in the 0000 Xxx) of IAI or of
the Company cast in person at a meeting called for the purpose of voting on such
approval; and (ii) a majority of the outstanding voting securities of the Fund.
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(e) Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding voting securities or shares of the Fund
shall mean the lesser of (i) the vote of 67% or more of the voting securities of
the Fund present at a regular or special meeting of shareholders duly called, if
more than 50% of the Fund's outstanding voting securities are present or
represented by proxy, or (ii) the vote of more than 50% of the outstanding
voting securities of the Fund.
(f) To the extent the provisions of this Section 4 are based on legislative
or regulatory requirements in effect at the time of this Agreement's initial
approval by the Fund's Board of Directors and/or shareholders and any such
legislative or regulatory requirements change, the relevant provision of this
Section 4 will be deemed to have been so amended without further action by the
Fund's Board of Directors or its shareholders.
5. NOTICES.
Any notice under this Agreement shall be in writing, addressed, delivered
or mailed, postage prepaid, to the other party at such address as such other
party may designate in writing for receipt of such notice.
6. REPRESENTATION.
IAI hereby represents that it will maintain registrations with and/or
approvals by all relevant governmental authorities necessary for the provision
of services pursuant to this Agreement.
7. INTERPRETATION; GOVERNING LAW.
This Agreement shall be subject to and interpreted in accordance with all
applicable provisions of law including, but not limited to, the 1940 Act. 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.
IN WITNESS WHEREOF, the Company and IAI have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
IAI INVESTMENT FUNDS III, INC.
By /s/Xxxx X. Xxxx
Xxxx X. Xxxx, President
INVESTMENT ADVISERS, INC.
By /s/Xxxxxxxxxxx X. Xxxxx
Xxxxxxxxxxx X. Xxxxx, Secretary
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EXHIBIT A
IAI PACIFIC BASIN FUND
FEE AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
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Daily Net Assets Fee IAI Receives Annually
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For the first $100 million 2.50%
For the next $100 - $250 million 2.45%
For the next $250 - $500 million 2.30%
Above $500 million 2.00%
