EXHIBIT 6I
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 which we serve
as principal underwriter (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 and account maintenance services for certain
shareholders of the Funds who purchase shares of the Funds as a result of
their relationship to you. Such services may include, shareholder liaison
services, such as responding to customer inquiries and providing
information on their investments, and such other information and services
as we reasonably may request, 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 make available to us any publications and other facilities of your
organization for the placement of advertisements or promotional materials
and 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 by us to you; and you shall have no authority to act as agent for
the Funds or for us. You agree to hold the Funds harmless and indemnify us
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, which
violation may result in liability to us, 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 and as
permitted by each Funds' respective Plan of Distribution established under
Rule 12b-1 of the Investment Company Act of 1940 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. Each Fund reserves the right to terminate or suspend
its Plan of Distribution or terminate this Agreement at any time, and 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. We reserve the right, at our 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 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. 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_______________________
_____________________________