SHAREHOLDER SERVICE AGREEMENT
Ladies and Gentlemen:
We invite you to enter into an agreement with us for the servicing of
shareholders of, and the maintenance of shareholder accounts for those mutual
funds available to the public for which Investment Advisers, Inc., our
affiliate, serves as the investment adviser (the "Funds") and the shares of
which are offered to the public at net asset value, as described in the Funds'
Prospectuses. Subject to your acceptance of this Agreement, the terms and
conditions of this Agreement shall be as follows:
1. You shall provide shareholder services for certain shareholders of the
Funds who purchase shares of the Funds as a result of their relationship to
you. Such 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, to the extent you are permitted by
applicable statue, rule or regulation to provide such information or
services.
2. If shares of the Funds are to be purchased or held by you on behalf of your
clients:
(i) Such shares will be registered in your name or in the name of your
nominee. The client will be the beneficial owner of the shares of the
Funds purchased and held by you in accordance with the client's
instructions and the client may exercise all rights of a shareholder
of the Funds. You agree to transmit to the Funds' transfer agent
(Investment Advisers, Inc.), in a timely manner, all purchase orders
and redemption requests of your clients and to forward to each client
all proxy statements, periodic shareholder reports and other
communications received from the Funds by you on behalf of your
clients. The Funds have agreed to pay all reasonable out-of-pocket
expenses actually incurred by you in connection with the transfer by
you of such proxy statements and reports to your clients.
(ii) You agree to transfer to the Funds' transfer agent, on the date such
purchase orders are effective, federal funds in an amount equal to the
amount of all purchase orders placed by you on behalf of your clients
and accepted by the Funds. In the event that the Funds fail to
receive such federal funds on such date (other than through fault of
the Funds or their transfer agent), you shall indemnify the Funds
against any expense (including overdraft charges) incurred by the
Funds as a result of their failure to receive such federal funds.
(iii) You agree to make available to the Funds, upon the Funds' request,
such information relating to your clients who are beneficial owners
of shares of the Funds and their transactions in shares of the Funds,
as may be required by applicable laws and regulations or as may be
reasonably requested by the Funds.
(iv) You agree to transfer record ownership of a client's shares of the
Funds to the client promptly upon the request of a client. In
addition, record ownership will be promptly transferred to the client
in the event that the person or entity ceases to be your client.
3. You shall provide to us copies of the lists of members of your organization
and identify to us any publications and other facilities of your
organization for the placement of advertisements or promotional materials
and for sending information regarding the Funds to enable us to solicit for
sale and to sell shares to your members.
4. Neither you nor any of your employees or agents are authorized to make any
representation concerning the shares of the Funds except those contained in
the then current Prospectuses of the Funds, copies of which will be
supplied to you; and you shall have no authority to act as agent for the
Funds or for us. You agree to indemnify and hold harmless the Funds, us,
and Investment Advisers, Inc. from and against any and all claims,
liability, expense (including attorneys' fees) and loss in the event that
you, or any of your employees or agents, should violate any law, rule, or
regulation, or any provisions of this Agreement and, in the event we
determine to refund any amounts paid by any investor by reason of any such
violation on your part, you shall return to us any fees previously paid by
us to you in connection with the transaction for which the refund is made.
5. In consideration for the services described herein, you shall be entitled
to receive from us such fees as established by us from time to time as set
forth on Exhibit A. Such fee will be based upon assets of each Fund
represented by shares of the Fund owned, during the quarter for which
payment is being made, by shareholders for which you maintain a servicing
relationship as evidenced by their execution of such agreements as we may
from time to time require. We specifically reserve the right to
discontinue paying fees with respect to those assets for which such
customer authorization which we may require is not provided.
Such fee will be paid on a quarterly basis and, subject to the last
sentence of this section, will be paid so long as the accounts for your
clients and this Agreement and such other agreements as we may require have
not been terminated. Upon such termination any such obligation to pay such
fee shall cease. You agree to furnish us and the Funds with any such
information as may be reasonably requested with respect to such fees paid
to you pursuant to this Agreement.
6. You acknowledge and agree that the Funds reserve the right, in their sole
discretion and without notice, to suspend the sale of shares or withdraw
the sale of shares of the Funds.
7. This Agreement may be terminated by either party at any time upon seven
days notice to the other party with or without cause. We reserve the right
to amend this Agreement at any time upon written notice.
8. All communications to us should be sent to us at 0000 Xxxxx Xxxx Xxxxx,
X.X. Xxx 000, Xxxxxxxxxxx, XX 00000. Any notice to you shall be duly given
if mailed or telegraphed to you at the address specified by you below.
This Agreement shall be governed by and construed under the laws of the
State of Minnesota.
The undersigned hereby accepts IAI Securities, Inc.
the offer set forth herein
______________________________ By _____________________________
Firm
By____________________________ Its ____________________________
Its __________________________ Date of Acceptance______________
Address_______________________
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