As filed with the Securities and Exchange Commission on January 22, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Form N-1A
Registration Statement under the
Securities Act of 1933 ( X )
Registration No. 33-
Pre-Effective Amendment No. _____ ( )
Post-Effective Amendment No. _____ ( )
Registration Statement under the
Investment Company Act of 1940 ( X )
Registration No. 811-
Amendment No. _____ ( )
Islamia Group of Funds
(Exact Name of Registrant as Specified in Declaration of Trust)
1553 Bloomingdale Road, Suite #900 60139
Glendale Heights, Illinois (Zip Code)
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (630) 766-4603
Qamaruddin Ali Yar Khan Copies to:
1553 Bloomingdale Road, Suite #900 Eric F. Fess
Glendale Heights, Illinois 60139 Chapman and Cutler
(Name and Address of Agent for Service) 111 W. Monroe
Chicago, IL 60603
It is proposed that this filing will become effective (check appropriate
box):
( ) immediately upon filing pursuant to paragraph (b)
( ) on (date) pursuant to paragraph (a)(1)
( ) on (date) pursuant to paragraph (b)
( ) 75 days after filing pursuant to paragraph (a)(2)
( ) 60 days after filing pursuant to paragraph (a)(1)
( ) on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
( ) This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Pursuant to Rule 24f-2 of the Investment Company Act of 1940, Registrant
hereby declares that an indefinite number of shares of the Trust are
being registered under the Securities Act of 1933.
The Registrant hereby amends this Registration Statement under the
Securities Act of 1933 on such date or dates as may be necessary to delay
its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section
8(a), may determine.
_________________________________________________________________________
CONTENTS
OF
REGISTRATION STATEMENT
The Registration Statement comprises the following papers and contents:
The Facing Sheet
Cross-Reference Sheet
Part A-Prospectus for Islamia Group of Funds
Part B-The Statement of Additional Information
Part C-Other Information
Signatures
Index to Exhibits
Exhibits
Cross Reference Sheet
Form N-1A
Item
Part A Prospectus Captions
1. Cover Page Cover Page
2. Synopsis Summary of Fund Expenses
3. Condensed Financial Statement Not Applicable
4. General Description of Registrant About the Fund;
Organization; Investment
Policies; Investment
Restrictions
5. Management of the Fund Management of the Funds;Portfolio
transactions
5A. Management's Discussion of
Fund Performance Not Applicable
6. Capital Stock and Other Securities Organization;
Distributions and Taxes
7. Purchase of Securities Being Offered How to Buy Fund Shares;
Management of the Funds;
Net Asset Value
8. Redemption or Repurchase How to Redeem Fund Shares
9. Pending Legal Proceedings Not Applicable
Part B Statement of Additional
Information
10. Cover Page Cover Page
11. Table of Contents Cover Page
12. General Information and History Not Applicable
13. Investment Objectives & Policies Investment Objectives and
Policies of the Funds
14. Management of the Registrant Management of the Funds
15. Control Persons and Principal Principal Holders of
Holders of Securities Securities
16. Investment Advisory and Other Investment Advisory
Services and Other Services; Independent
Public Accountants and Custodian
17. Brokerage Allocation and other Brokerage Allocation;
Practices Portfolio Turnover
18. Capital Stock and Other Securities See "Organization" in the
Prospectus
19. Purchase, Redemptions and Pricing Purchase, Redemption and
of Securities Being Offered Pricing of Securities
Being Offered
20. Tax Status Tax Status
21. Underwriters Distribution of Shares
22. Calculations of Performance Data Performance Data
23. Financial Statements Financial Statements
Page 2
Prospectus
_____________, 1997
Islamia Group of Funds
Islamia Growth Fund
Islamia Income Fund
1553 Bloomingdale Road, Suite #900
Glendale Heights, IL 60139
The Islamia Group of Funds is an open-end diversified management
company designed to meet the needs of various investors, and the
particular needs of Muslims by investing in accordance with Islamic
Principles. The Islamia Group of Funds currently offers two series to
investors: the Islamia Growth Fund and the Islamia Income Fund. The
Islamia Growth Fund seeks to provide long-term capital growth to
investors. The Islamia Income Fund seeks to provide current income and
capital appreciation by investing in a portfolio of equity securities.
This Prospectus, which should be retained for future reference, sets
forth information that you should know before you invest. A Statement of
Additional Information dated ___________, has been filed with the
Securities and Exchange Commission and is incorporated by reference into
this Prospectus. For a free copy of the Statement of Additional
Information, write to Income Achievers, Inc., 1553 Bloomingdale Road,
Suite #900, Glendale Heights, IL 60139 or call toll-free at 800-
_____________.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEES
OR ENDORSED BY, ANY BANK AND ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
AGENCY. SHARES OF THE FUND INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY NOR
HAS THE COMMISSION OR ANY STATE AUTHORITY PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Table of Contents
Page
Summary of Fund Expenses 1
About the Fund 2
Investment Policies 3
Portfolio Turnover 5
Investment Restrictions 5
How to Buy Fund Shares 5
How to Redeem Fund Shares 7
Management of the Funds 9
Portfolio Transactions 10
Net Asset Value 10
How the Funds Show Performance 11
Distributions and Taxes 11
General Information 12
Page i
Summary of Fund Expenses
The purpose of the table below is to help you understand all
expenses and fees that you would bear directly or indirectly as a Fund
shareholder. The percentages shown are estimated for the current fiscal
year. Actual fees and expenses may be greater or less than those shown.
An example of how the expenses work follows the table.
Islamia Islamia
Income Growth
Shareholder Transaction Expenses Fund Fund
_______ _______
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) 3% 3%
Maximum Sales Load Imposed on Reinvested
Dividends (as a percentage of offering price) None None
Deferred Sales Loads (as a percentage of
original purchase price or redemption proceeds,
as applicable) None None
Redemption Fees (as a percentage of
amount redeemed) None None
Exchange Fee None None
Islamia Islamia
Income Growth
Annual Fund Operating Expenses Fund Fund
(as a percentage of average net assets) _______ _______
Management and Administrative Fees 0.80% 0.80%
12b-1 Expenses None None
Other Expenses 0.52% 0.73%
Total Fund Operating Expenses 1.32% 1.53%
Example*
For the Funds listed below, you would pay the following expenses on
a $1,000 investment assuming: (1) 5% annual rate of return; and (2)
redemption at the end of each period in the Fund:
1 Year 3 Years
Islamia Growth Fund $45.10 $76.89
Islamia Income Fund $43.04 $70.58
_______________________________
* This example does not represent past or future expenses, which may be
greater or less than those shown. Moreover, the Fund's actual rate of
return may be greater or less than the hypothetical 5% return shown in
the example. This example assumes that the percentage amounts listed
under Annual Operating Expenses remain the same in each of the periods.
For additional information about the Fund's fees and expenses, see
Management of the Funds.
About the Fund
Islamia Group of Funds (the "Trust") is designed to meet the needs
of various investors, and the particular needs of Muslims by investing in
accordance with Islamic principles. The Islamia Group of Funds was
organized as a Massachusetts business trust on December 23, 1996. The
Trust is an open-end diversified management investment company. The
Trust is designed as a series trust that may offer several separate funds
for investors. Currently, the Trust offers two series: the Islamia
Growth Fund and the Islamia Income Fund (collectively, the "Funds"). The
primary objective of the Islamia Growth Fund is long-term capital growth,
consistent with Islamic principles. The objective of the Islamia Income
Fund is current income and appreciation of capital, consistent with
Islamic principles. The provision of current income is the Islamia
Income Fund's primary objective and the appreciation of capital is a
secondary objective. The investment decisions of both Funds are made in
accordance with Islamic principles. The investment objectives of the
Funds cannot be changed without shareholder approval.
Risks and Special Considerations
The Funds pursue their investment objectives by investing in equity
securities, including foreign securities. There can be no assurance that
the Funds will achieve their investment objectives. The Funds have no
prior operating history and the Funds' investment adviser has no previous
experience advising a mutual fund. Further, the value of Fund shares
will fluctuate as the value of the securities in which the Funds invest
fluctuate. Accordingly, an investment in Fund shares should be made with
an understanding of the risks which an investment in common stock
entails, including the risk that the financial condition of the issuers
of the underlying securities or the general condition of the common stock
market may worsen, and the value of the underlying securities and
therefore the value of Fund shares may decline. Further, while the Funds
Page 2
may invest in foreign securities, they currently limit such investments
to 5% of their assets and intend to invest primarily in American
Depository Receipts ("ADRs") of foreign companies. Such investments
involve opportunities and risks not typically associated with investing
in U.S. companies. In addition, to the extent the Funds invest primarily
in common stocks, the Fund does not necessarily represent a complete
investment program and the Funds may be more susceptible to volatility
than a fund investing in equity securities and non-equity securities,
such as fixed income securities. Finally, the Funds' investment adviser
selects the brokers to be used for the Funds' transactions, and such
adviser is permitted to act as broker for the Fund. See "Portfolio
Transactions." Any brokerage fees the adviser would earn by acting as
broker to the Funds would provide the adviser with an incentive to select
itself as broker for the Funds. The adviser, however, only will charge
the Funds its costs in executing any portfolio transactions as broker.
Accordingly, the adviser is expected to be the Funds' primary broker.
Investment Policies
The Trust is designed to provide investment alternatives that are
consistent with Islamic principles. Generally, Islamic principles
require that investors share in profit and loss, that they receive no
usury or interest, and that they do not invest in a business that is not
permitted by Islamic principles. In light of these principles, the Funds
invest in the common stock of companies. As noted, investments in common
stock are subject to market risk and the risk of price fluctuations and
thus there is no guaranteed rate of return. As such, an investment in
the common stock of companies is a permitted investment under Islamic
principles. The Funds will not invest in businesses that are not in
accordance with Islamic principles, such as a business involving liquor,
wine, casinos, pornography, gambling, banks and loan associations (that
are not based on Islamic principles). The investment adviser to the
Funds is not aware of any Islamic banks or loan associations whose
securities are traded domestically. The Funds also, in accordance with
Islamic principles, shall not make any investments which pay interest.
The above criteria will limit the investment opportunities available to
the Funds more than is customary for other mutual funds.
Income Achievers, Inc. ("Income Achievers" or the "Adviser") is
responsible for the selection of investments to meet the particular
investment objectives of each separate Fund, including determining
whether the securities are consistent with Islamic principles. The
Adviser selects investments in companies which to its knowledge do not
violate the requirements of the Islamic faith at the time of investment.
Whenever the Adviser learns that a company whose stock is owned by a Fund
has activities (through acquisition or otherwise) that it believes are
not permitted by Islamic principles, the Adviser will notify the Board of
Trustees. The Board will determine whether the stock of that company
should be divested by the Fund. Immediate divesting may have an adverse
impact on the investment performance of a Fund.
The policy of the Islamia Income Fund is to invest at least 80% of
its assets in income-producing equity securities, such as dividend-paying
common stocks. Some assets may be held as cash to cover short-term needs
Page 3
such as redemptions. The Islamia Income Fund may invest up to 20% of its
assets in non-income producing securities, including cash for short-term
needs, for use in covered option writing to earn premium income.
Under normal circumstances, it is the policy of the Islamia Growth
Fund to invest at least 80% of assets in common stocks. Investments in
common stocks involve greater risk, and commensurately greater
opportunity for reward, than some other investments, such as investments
in short-term bonds and money market instruments. The value of
investments in common stocks fluctuates and may be greater than or less
than the investment made. The Islamia Growth Fund selects investments
primarily on the expectation of increases in earnings and share price,
and not current dividend-paying ability.
In addition, while the Funds may engage in covered option writing,
they currently do not do so. The Funds also currently do not invest in
preferred stock or warrants.
The policies outlined in this section can be changed if deemed
appropriate by a majority of the Board of Trustees.
Short Term Investments
The Funds may use short-term income producing investments to the
extent the Board of Trustees and the Adviser agree that those investments
are consistent with Islamic principles. Short-term investments are
securities which mature or have a remaining maturity of twelve months or
less from the date of purchase. The Adviser does not know of any short-
term investments which meet Islamic requirements that are currently
available in the United States. Most ordinary mutual funds use a variety
of investments which produce interest for short-term needs. Islamic
principles prohibit the use of these interest-producing investments. If
short-term Islamic investments become available in the future, the Funds
have the power to use them.
Foreign Securities
Each Fund may invest up to 10% of its assets in foreign securities
not traded publicly in the U.S., but currently limit such investments to
5%. The Funds intend to invest only in foreign securities available for
trading and settlement in the U.S., primarily in American Depository
Receipts ("ADRs") for foreign securities. ADRs are receipts typically
issued by a U.S. bank or trust company evidencing ownership of the
underlying foreign security and denominated in U.S. dollars. ADRs do not
eliminate all the risk inherent in investing in foreign issuers, such as
changes in foreign currency exchange rates. However, by investing in
ADRs rather than directly in foreign issuers stock, the Fund avoids
currency risks during the settlement period.
Temporary Investments
During uncertain market or economic conditions, the Funds may adopt
a temporary, defensive position. The Funds cannot invest in interest-
paying instruments frequently used by mutual funds for this purpose, such
Page 4
as U.S. government securities, certificates of deposits, commercial paper
or short-term corporate notes, bonds or debentures. When markets are
unattractive, the Adviser chooses between continuing to follow the Funds'
investment policy or converting securities to cash for temporary,
defensive purposes. This choice is based on the Adviser's evaluation of
market conditions and the Funds' portfolio holdings. Accordingly, as a
temporary defensive measure, each Fund may hold up to 100% of its assets
in cash.
Portfolio Turnover
Each Fund anticipates that its annual portfolio turnover will not
exceed 100% under normal market conditions. A turnover rate of 100%
would occur, for example, if the Fund sold and replaced securities valued
at 100% of its net assets within one year. In the event a Fund were to
have a turnover rate of 100% or more in any year, it would result in the
payment by the Fund of increased brokerage costs and could result in the
payment by shareholders of increased taxes on realized investment gains.
Investment Restrictions
In accordance with Islamic principles, the Funds shall not purchase
bonds, debentures, or other interest-paying obligations of indebtedness.
The Funds also may not make loans, lend portfolio securities, make short
sales, or borrow money. Both Funds are diversified, and do not invest
more than 5% of total assets in the securities of any one issuer. In
addition, the Funds will not invest more than 25% of its assets in any
particular industry.
The above restrictions are fundamental policies and may not be
changed without prior approval by a majority of the outstanding shares of
a Fund. For additional information regarding the investment policies and
restrictions of the Funds, See "Investment Objectives and Policies of the
Funds" in the Statement of Additional Information.
Investment Results
Shareholders receive a financial report showing the investments,
income and expenses of your Fund every six months. You may obtain
current share values any time by calling the Adviser at
[_____________________________].
How to Buy Fund Shares
Purchase Price
You may purchase shares of a Fund at a public offering price equal
to the applicable net asset value per share plus an up-front sales load
imposed at the time of purchase of 3% of the public offering price (__%
of net amount invested). The applicable Fund receives the entire net
asset value of all of its shares that are sold. Income Achievers is the
Funds' distributor and it retains the full sales charge.
Page 5
The price at which you purchase shares of a Fund is based on the
next calculation of the net asset value for shares of that Fund after the
order is placed. The net asset value per share for each Fund is
determined as of the close of trading (generally 4:00 p.m. Eastern Time)
on each day the New York Stock Exchange is open for business. See "Net
Asset Value," below for a description of how net asset value is
calculated.
Minimum Investment
Your first purchase of any Fund's shares needs to be for $2,000 or
more. Additional purchases may be in the amounts of $100 or more. These
minimums may be changed at any time by the Funds.
Opening an Account and Purchasing Shares
To open an account, complete and sign the Account Application. Make
your check payable to the Islamia Growth Fund or Islamia Income Fund,
whichever is applicable. Mail your completed Account Application,
together with your check to: Income Achievers, Inc., 1553 Bloomingdale
Road, Suite #900, Glendale Heights IL 60139. After your initial
purchase, you may purchase additional shares by mailing to Income
Achievers at the above address a check in the amount of your purchase
made payable to the Islamia Growth Fund or Islamia Income Fund (whichever
is applicable) and indicating your account number on the check.
All purchases must be made in U.S. dollars and checks must be drawn
on U.S. banks. Cash will not be accepted for the purchase of shares. If
a check fails to clear, the purchase to which the check relates will be
canceled and the prospective investor will be liable for any losses or
fees incurred by the respective Fund and its transfer agent, including
without limitation a $20 fee to cover bank handling charges for returning
checks due to insufficient funds. When purchases are made by check, the
respective Fund can hold payment on redemption of shares so purchased
until it is reasonably satisfied that the check has cleared.
The Funds will not issue certificates to represent Shares. If you
choose to invest in a Fund, an account will be opened and maintained for
you by Income Achievers, the Funds' transfer agent. With each purchase,
you will receive a statement showing the details of the transaction and
the current number and value of shares owned. You may purchase full and
fractional shares, expressed to three decimal places. A change in
registration or transfer of shares held in the name of your financial
adviser's firm can only be made by an order in good form from the
financial adviser acting on your behalf. The Funds reserve the right to
reject any purchase order and to waive or increase minimum investment
requirements. Subject to the rules and regulations of the Securities and
Exchange Commission, the Funds reserve the right to suspend the
continuous offering of its shares at any time, but no suspension shall
affect your right of redemption as described below.
Page 6
How to Redeem Fund Shares
You may redeem your Fund shares at any time for cash at the net
asset value next computed after the redemption instructions and any
required documents are received in proper form, as described below.
There is no charge for the redemption of any Fund's shares.
Written Request
You may redeem shares by sending a written request for redemption
directly to Income Achievers, Inc., 1553 Bloomingdale Road, Suite #900,
Glendale Heights, IL 60139. Requests for redemption must be signed by
each shareholder and, if the redemption proceeds exceed $50,000 or are
payable other than to the shareholder of record at the address of record
(which address may not have changed in the preceding 60 days), the
signature must be guaranteed by a national bank or trust company, by a
member of a national securities exchange or in such other manner as may
be acceptable to the Fund. You will receive payment based on the net
asset value per share next determined after receipt by the Fund of a
properly executed redemption request in proper form. A check for the
redemption proceeds will be mailed to you within seven days after receipt
of your redemption request. For accounts registered in the name of a
broker-dealer, payment will be forwarded within three business days.
However, if any shares to be redeemed were purchased by check within 15
days prior to the date the redemption request is received, the Fund will
not mail the redemption proceeds until the check received for the
purchase of shares has cleared, which may take up to 15 days.
Telephone Request
If you have authorized telephone redemption and your account address
has not changed within the last 60 days, you can redeem shares that are
worth $50,000 or less by calling Income Achievers at [
]. While you or anyone authorized by you may make telephone redemption
requests, redemption checks will be issued only in the name of the
shareholder of record and will be mailed to the address of record. If
your telephone request is received prior to 4:00 p.m. eastern time, the
redemption check will normally be mailed the next business day. For
requests received after 4:00 p.m. eastern time, the redemption will be
effected at 4:00 p.m. eastern time the following business day and the
check will normally be mailed on the second business day after the
request.
If you have authorized redemption proceeds to be sent by wire, you
can take advantage of the following expedited redemption procedures to
redeem shares that are worth at least $1,000. You may make redemption
requests for a wire transfer by calling Income Achievers at [
]. If a redemption request is received by 4:00 p.m. eastern time, the
redemption will be made as of 4:00 p.m. that day. If the redemption
request is received after 4:00 p.m. eastern time, the redemption will be
made as of 4:00 p.m. the following business day. Under this type of
request, proceeds will normally be wired on the second business day
following the redemption, but may be delayed one additional business day
if the Federal Reserve Bank of Boston or the Federal Reserve Bank of New
Page 7
York is closed on the day redemption proceeds would ordinarily be wired.
The Fund reserves the right to charge a fee for this service.
To redeem by telephone, you need to complete the telephone
redemption authorization section of the enclosed Application Form and
return it to Income Achievers. If you did not authorize telephone
redemption when you opened your account, you may obtain a telephone
redemption authorization form by writing Income Achievers or by calling
toll-free at [ ]. Proceeds of share redemptions made by
wire will be transferred by Federal Reserve wire only to the commercial
bank account specified by the shareholder on the Application Form. You
need to send a written request to Income Achievers in order to establish
multiple accounts, or to change the account or accounts designated to
receive redemption proceeds. These requests must be signed by each
account owner with signatures guaranteed by a national bank or trust
company or by a member of a national security exchange or in such other
manner as may be acceptable to the Fund. Further documentation may be
required from corporations, executors, trustees or personal
representatives.
The Funds reserve the right to refuse telephone redemptions and, at
its option, may limit the timing, amount or frequency of these
redemptions. Telephone or wire redemption procedures may be modified or
terminated at any time, on 30 days' notice, by the Fund. The Funds and
Income Achievers will not be liable for following telephone instructions
reasonably believed to be genuine. The Funds employ procedures
reasonably designed to confirm that telephone instructions are genuine.
These procedures may include recording all telephone instructions and
requiring up to three forms of identification prior to acting upon a
caller's instructions. If the Funds do not follow reasonable procedures
for protecting shareholders against loss on telephone transactions, it
may be liable for any losses due to unauthorized or fraudulent telephone
instructions.
General
Each Fund may suspend the right of redemption of their shares or
delay payment more than seven days (a) during any period when the New
York Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund normally utilizes is
restricted, or an emergency exists as determined by the Securities and
Exchange Commission so that trading of the Fund's investments or
determination of its net asset value is not reasonably practicable, or
(c) for any other periods that the Securities and Exchange Commission by
order may permit for protection of Fund shareholders.
The Funds may, from time to time, establish a minimum total
investment for their Fund shareholders, and the Funds reserve the right
to redeem your shares if your investment is less than the minimum after
giving you at least 30 days' notice. If any minimum total investment is
established, and if your account is below the minimum, you will be
allowed 30 days following the notice in which to purchase sufficient
shares to meet the minimum.
Page 8
Management of the Funds
The management of the Funds, including general supervision of the
duties performed for the Funds by the Adviser under the Investment
Management Agreement, is the responsibility of the Trust's Board of
Trustees.
Investment Adviser
Income Achievers provides the Funds with overall investment advisory
and administrative services under an Investment Management Agreement with
the Trust. Subject to any policies established by the Trust's Board of
Trustees, the Adviser makes investment decisions on behalf of each Fund,
makes available any research and statistical data, manages each Fund's
business affairs, and supervises the acquisition and disposition of
investments by the Fund. The Adviser also furnishes to the Trust, among
other things, equipment, facilities, certain personnel to carry out the
management of the Trust, and certain accounting and bookkeeping services
as set forth in the Investment Management Agreement. The Adviser shall
pay for all executive and other personnel, office space and office
facilities that it is required to render under the Investment Management
Agreement. The Adviser is also the distributor and transfer agent of the
Funds.
The Adviser was founded in 1995 and currently serves as investment
adviser only to the Trust, but may in the future serve as investment
adviser to other investment companies. The Adviser's principal mailing
address is 1553 Bloomingdale Road, Suite #900, Glendale Heights IL 60139.
Qamaruddin Ali Yar Khan, the Chairman, President and a Trustee of the
Trust is a controlling person of the Adviser through his ownership of all
of the common stock of the Adviser.
For its services, each Fund pays the Adviser an annual advisory fee
of .8 of 1% of the Fund's average daily net assets. In addition to the
fee paid to the Adviser, each Fund bears all of its other expenses
including, but not limited to, telephone and other communications
facilities, a pro rata portion of salary, fees and expenses (including
legal fees) of those trustees, officers and employees of the Trust who
are not officers, trustees or employees of the Adviser; taxes and
governmental fees; brokerage commissions and other expenses incurred in
acquiring or disposing of portfolio securities; fees and expenses of the
custodian and transfer agent, registrar and dividend disbursing agency;
expenses of registering and qualifying shares for sale with the
Securities and Exchange Commission and state securities commissions;
accounting and legal costs; insurance premiums; expenses of maintaining
the Fund's legal existence and of shareholder meetings; expenses of
preparation and distribution to existing shareholders of reports, proxies
and prospectuses; and fees and expenses of membership in industry
organizations. For the first few years of operation, the Adviser may at
its discretion bear some of these expenses.
Income Achievers also acts as transfer agent, maintaining all
shareowner records for which it is paid a fee per account. For prompt
response to all shareholder inquiries, please write to the Adviser at its
address above or call ______________.
Page 9
Portfolio Manager
Qamaruddin Ali Yar Khan has served as portfolio manager for the
Funds since commencement of their operations. Mr. Khan received his
bachelor of science from Osmania University in Hyderabad, India. Mr.
Khan is a certified public accountant and has been Controller of
Sonoscan, Inc. since 1990. Mr. Khan also is President and owner of
Glenside Accounting & Tax Service. Mr. Khan does not have any prior
experience managing a mutual fund portfolio.
Portfolio Transactions
Subject to the discretion of the Board of Trustees, the Adviser is
responsible for the placement of the portfolio transactions of the Funds
with brokers or dealers selected by the Adviser. It is the policy of the
Adviser to seek the best execution at the best security price available
with respect to each transaction, and with respect to brokered
transactions, in light of overall quality and research services provided.
In selecting broker-dealers and negotiating their commissions, the
Adviser may take into account such factors as the firm's reliability, the
quality of its execution services, its financial condition, and the sale
of Fund shares. Subject to the supervision of the Board of Trustees, the
Adviser is authorized to allocate brokerage to affiliated broker-dealers,
such as itself, to effect portfolio transactions. The Trustees have
adopted procedures incorporating the standards of Rule 17e-1 of the
Investment Company Act of 1940, which requires that the commission paid
to affiliated broker-dealers must be reasonable and fair compared to the
commission, fee, or other remuneration received or to be received, by
other brokers in connection with comparable transactions involving
similar securities during a comparable period of time. As broker, the
Adviser will charge the Fund only its costs in executing portfolio
transactions. Accordingly, it is expected that the Adviser will be the
Funds' primary broker.
Net Asset Value
Each Fund's net asset value per share is determined as of the close
of trading (normally 4:00 p.m. eastern time) on each day of the New York
Stock Exchange is open for business. The Fund's net asset value may not
be calculated on days during which the respective Fund receives no orders
to purchase shares and no shares are tendered for redemption. Net asset
value is calculated by taking the fair value of the Fund's total assets,
including dividends accrued but not yet collected, less all liabilities,
and dividing by the total number of shares outstanding. The result,
rounded to the nearest cent, is the net asset value per share. In
determining net asset value, expenses are accrued and applied daily and
securities and other assets for which market quotations are available are
valued at market value. Common stocks and other equity-type securities
are valued at the last sales price on the national securities exchange or
NASDAQ on which such securities are primarily traded; however, securities
traded on a national securities exchange or NASDAQ for which there were
no transactions on a given day or securities not listed on a national
securities exchange or NASDAQ are valued at the most recent bid prices.
Any securities or other assets for which market quotations are not
Page 10
readily available are valued at fair value as determined in good faith by
the Board of Trustees.
How the Funds Show Performance
The Funds may quote their respective yield or total return in
reports to shareholders, sales literature and advertisements. The Funds may
also from time to time compare their investment results to various passive
indices or other mutual funds with similar investment objectives.
Comparative performance information may include data from Lipper
Analytical Services, Inc., Morningstar, Inc. and other industry
publications. See the Statement of Additional Information for a more
detailed discussion.
The yield of a Fund refers to the income generated by an investment
in the Fund over a one-month period (which period will be stated in the
advertisement). This income is then "annualized." That is, the amount
of income generated by the investment during the month is assumed to be
generated each month over a 12-month period and is shown as a percentage
of the investment. All total return figures assume the reinvestment of
all dividends and measure the net investment income generated by, and the
effect of any realized and unrealized appreciation or depreciation of,
the underlying investments in the Funds over a specified period of time.
Average annual total return figures are annualized and therefore
represent the average annual percentage change over the specified period.
Cumulative total return figures are not annualized and represent the
aggregate percentage or dollar value change over a stated period of time.
Yield and total return are based upon the historical results of the
respective Fund and are not necessarily representative of the future
performance of such Fund.
Distributions and Taxes
Each Fund intends to operate as a "Regulated Investment Company"
under Subchapter M of the Internal Revenue Code, and therefore will not
be liable for federal income taxes to the extent earnings are distributed
on a timely basis.
For federal income tax purposes, unless you are exempt from taxation
or entitled to a tax deferral, all dividends paid by a Fund that are
derived from net investment income and net short-term capital gains are
taxable as ordinary income, and distributions paid by a Fund from net
long-term capital gains are taxable as long-term capital gain, whether
received in cash or reinvested in additional shares. The capital gain
holding period for this purpose is determined by the length of time the
Fund has held the security and not the length of time you have held
shares in the Fund. Long-term capital gain distributions received by
individual shareholders are taxed at a maximum rate of 28%. Investors
are informed annually as to the amount and nature of all dividends and
capital gains paid during the prior year. Such capital gains and
dividends may also be subject to state or local taxes. If you are not
required to pay taxes on your income, you are generally not required to
pay federal income taxes on the amounts distributed to you.
Page 11
Income dividends are usually distributed quarterly, and capital
gains, if any, are usually distributed annually in December. When a
dividend or capital gain is distributed, the Funds' net asset value
decreases by the amount of the payment. Any such distribution will be
subject to federal income tax, even if the distribution occurs shortly
after a purchase of Fund shares. All dividends or capital gains
distributions will automatically be reinvested in additional shares of
the respective Fund at the then prevailing net asset value unless an
investor specifically requests that either dividends or capital gains, or
both, be paid in cash. The election to receive dividends or reinvest
them may be changed by writing to: Income Achievers, Inc., 1553
Bloomingdale Road, Suite #900, Glendale Heights, IL 60139. Such notice
needs to be received at least 5 days prior to the record date of any
dividend or capital gain distribution.
Under certain circumstances, a corporate shareholder may be entitled
to a dividends received deduction with respect to such shareholder's
taxable dividends which are attributable to dividends received by the
Fund on its equity securities.
If you do not furnish the applicable Fund with your correct social
security number or employer identification number, the Fund is required
by federal law to withhold federal income tax from your distributions and
redemption proceeds at a rate of 31%.
This section is not intended to be a full discussion of federal
income tax laws and the effect of such laws on you. A more detailed
summary appears in the Statement of Additional Information. There may be
other federal, state, or local tax considerations applicable to a
particular investor. You are urged to consult your own tax adviser.
General Information
Custodian and Transfer Agent
The custodian of the assets of the Funds is Firstar Trust Company,
located at 615 E. Michigan Street, Milwaukee, Wisconsin 53201. The
custodian also provides certain accounting services to the Funds. The
Funds' Adviser is also the Funds' transfer, shareholder services and
dividend paying agent and therefore performs bookkeeping, data processing
and administrative services for the maintenance of shareholder accounts.
Organization
Each Fund is a series of the Islamia Group of Funds (the "Trust"),
an open-end diversified management investment company under the
Investment Company Act of 1940. The Trust was organized as a
Massachusetts business trust on December [_], 1996. The Board of
Trustees of the Trust is authorized to issue an unlimited number of
shares in one or more series or "Funds," which may be divided into
classes of shares. Currently, there are two series authorized and
outstanding, each of which has only one class of shares. Each share of a
Fund has equal rights as to voting, redemption, dividends, and
liquidation as the other shares of that Fund. On matters affecting an
Page 12
individual Fund (such as advisory contracts or changes in fundamental
policy of a Fund) a separate vote of the shares of that Fund is required.
Shares of a Fund are not entitled to vote on any matter not affecting
that Fund. There are no conversion, preemptive or other subscription
rights. The Board of Trustees has the right to establish additional
series in the future, to change those series and to determine the
preferences, voting powers, rights and privileges thereof.
In the interest of economy and convenience, certificates
representing shares purchased will not be ordinarily issued. The
investor, however, will have the same rights of ownership with respect to
such shares as if certificates had been issued.
The Trust is not required and does not intend to hold annual
meetings of shareholders. Shareholders owning more than 10% of the
outstanding shares of a Fund have the right to call a special meeting to
remove Trustees or for any other purpose.
Under Massachusetts law applicable to Massachusetts business trusts,
shareholders of such a trust may, under certain circumstances, be held
personally liable as partner for its obligations. However, the
Declaration of Trust of the Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Trust and requires
that notice of this disclaimer be given in each agreement, obligation or
instrument entered into or executed by the Trust or the Trustees. The
Fund's Declaration of Trust further provides for indemnification out of
the assets and property of the Trust for all loss and expense of any
shareholder held personally liable for the obligations of the Trust.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which both
inadequate insurance existed and the Trust or Fund itself was unable to
meet its obligations. The Trust believes the likelihood of the
occurrence of these circumstances is remote.
Page 13
Statement of Additional Information
[Insert Date]
Islamia Group of Funds
1553 Bloomingdale Road
Suite #900
Glendale Heights, IL 60137
Islamia Group of Funds
Islamia Income Fund
Islamia Growth Fund
This Statement of Additional Information is not a prospectus. A
prospectus may be obtained from Income Achievers, Inc. at 1553
Bloomingdale Road, Suite #900, Glendale Heights, IL 60137. This
Statement of Additional Information relates to, and should be read in
conjunction with the prospectus for the Funds, dated [ ].
Table of Contents
Page
General Information B-1
Investment Objectives and Policies of the Funds B-1
Portfolio Turnover B-3
Performance Data B-3
Management of the Funds B-5
Principal Holders of Securities B-6
Investment Advisory and Other Services B-6
Brokerage Allocation B-8
Purchase, Redemption and Pricing of Securities Being Offered B-10
Distribution of Shares B-10
Tax Status B-11
Independent Public Accountants and Custodians B-14
Financial Statements B-15
General Information
Islamia Income Fund and Islamia Growth Fund (individually a "Fund"
and collectively, the "Funds") are series of the Islamia Group of Funds
(the "Trust"), an open-end diversified series investment company. Each
series of the Trust represents shares of beneficial interest in a
separate portfolio of securities and other assets, with its own
objectives and policies. Currently, two series of the Trust are
authorized and outstanding. The Trust was organized on December 23, 1996
and therefore, the Funds have no prior operating history.
Certain matters under the Investment Company Act of 1940 which must
be submitted to a vote of the holders of the outstanding voting
securities of a series company shall not be deemed to have been
effectively acted upon unless approved by the holders of a majority of
the outstanding voting securities of each series affected by such matter.
Investment Objectives and Policies of the Funds
The investment objectives and certain investment policies of each
Fund are described in the Prospectus. All investments are subject to the
overall policy of making investment decisions according to Islamic
principles. The investment objectives of each Fund, as well as certain
other policies and restrictions described in the Prospectus and herein
are fundamental and may not be changed without approval by holders of a
"majority of the Fund's outstanding voting shares." As defined in the
Investment Company Act of 1940, this means the vote of (i) 67% or more of
the Fund's shares present at a meeting, if the holders of more than 50%
of the Fund's shares are present or represented by proxy, or (ii) more
than 50% of the Fund's shares, whichever is less.
Fundamental investment restrictions limiting investments of the
Funds provide that the Funds may not:
(1) issue senior securities, except as permitted under the
Investment Company Act of 1940;
(2) purchase "restricted securities" (those which are subject to
legal or contractual restrictions on resale or are otherwise in the
opinion of the Board of Trustees or its delegate not readily marketable);
(3) purchase securities on margin or effect short sales of
securities;
(4) invest in oil, gas, or other mineral exploration leases and
programs;
(5) purchase or sell real estate, real estate limited partnerships
(except master limited partnerships that are publicly traded on a
national securities exchange or NASDAQ's National Market System);
(6) purchase or sell commodities or commodity contracts including
futures contracts;
Page B-1
(7) make loans of cash or portfolio securities or borrow money or
property;
(8) underwrite the securities of other issuers except that the Fund
might be deemed to be an underwriter for purposes of the Securities Act
of 1933 in connection with the purchase and sale of certain securities;
(9) purchase more than 10% of the outstanding voting securities of
an issuer, or invest in a company to get control or manage it;
(10) invest more than 5% of the Fund's total assets in securities
of an issuer;
(11) purchase the securities of any issuer if, as a result, more
than 25% of the Fund's total assets would be invested in the securities
of issuers whose principal business activities are in the same industry;
(12) purchase or retain the securities of any issuer if the
officers, directors, advisers, or managers of the Fund owning
beneficially more than one and one-half of one percent of the securities
of such issuer together own beneficially 5% of such securities; provided
no officer or director shall be deemed to own beneficially securities
held in other accounts managed by such person or held in employee or
similar plans for which such person acts as trustee;
(13) purchase securities of other investment companies except in
compliance with the Investment Company Act of 1940 and applicable state
law and provided further that no such restriction shall apply to a
purchase of investment company securities in connection with a merger,
consolidation, acquisition or reorganization;
(14) purchase the securities of any issuer if, as a result, more
than 10% of its total assets would be invested in the securities of
issuers that, including predecessors or unconditional guarantors, have a
record of less than three years of continuous operation. This policy
does not apply to securities of pooled investment vehicles.
In addition to the foregoing fundamental restrictions, the Funds
have adopted the following non-fundamental policies which may be changed
by the Board of Trustees:
(1) each Fund has authority to invest up to 10% of its assets in
foreign securities not publicly traded in the U.S. Although the Funds
occasionally invest in such foreign securities, current policy limits
such investments up to 5% of Fund assets. The Funds intend to invest
only in foreign securities available for trading and settlement in the
United States, primarily in American Depository Receipts ("ADRs") for
foreign securities. These are certificates issued by United States
banks, representing the right to receive securities of the foreign issuer
deposited in that bank or a correspondent bank. The Adviser does not
plan to invest the Funds' assets in foreign securities that are not
traded and settled domestically;
(2) each Fund will not purchase or sell options, except each Fund
has the power to use covered call options as a method to increase the
income received from common stocks owned by that Fund. The Funds may
Page B-2
sell (write) covered call option and purchase call options to close out
call options previously written. The Funds currently do not write
covered call options;
(3) The Funds do not invest in preferred stock; and
(4) The Funds will not invest their net assets in warrants.
If a percentage restriction is adhered to at the time of investment,
a later increase in percentage resulting from a change in market value of
the investment or the total assets will not constitute a violation of
that restriction.
Portfolio Turnover
The Trust places no restrictions on portfolio turnover and will buy
or sell investments according to the Adviser's appraisal of the factors
affecting the market and the economy.
Performance Data
The historical investment performance of the Funds may be shown in
the form of "average annual total return," "cumulative total return," and
"current yield." PERFORMANCE FIGURES REPRESENT PAST PERFORMANCE AND ARE
NOT PREDICTIVE OF FUTURE RESULTS.
The average annual total return quotation is computed in accordance
with a standardized method prescribed by rules of the Securities and
Exchange Commission ("SEC"). The average annual total return for a
specific period is found by taking a hypothetical, $1,000 investment
("initial investment") in Fund shares on the first day of the period,
reducing the amount to reflect the maximum sales charge, and computing
the "redeemable value" of that investment at the end of the period. The
redeemable value is then divided by the initial investment, and this
quotient is taken to the Nth root (N representing the number of years in
the period) and 1 is subtracted from the result, which is then expressed
as a percentage. The calculation assumes that all income and capital
gains distributions have been reinvested in Fund shares at net asset
value on the reinvestment dates during the period.
Calculation of cumulative total return is not subject to a
prescribed formula. Cumulative total return for a specific period is
calculated by first taking a hypothetical initial investment in Fund
shares on the first day of the period, deducting (in some cases) the
maximum sales charge, and computing the "redeemable value" of that
investment at the end of the period. The cumulative total return
percentage is then determined by subtracting the initial investment from
the redeemable value and dividing the remainder by the initial investment
and expressing the result as a percentage. The calculation assumes that
all income and capital gains distributions by a Fund have been reinvested
at net asset value on the reinvestment dates during the period.
Cumulative total return may also be shown as the increased dollar value
Page B-3
of the hypothetical investment over the period. Cumulative total return
calculations that do not include the effect of the sales charge would
be reduced if such charge were included.
Current yield is computed in accordance with a formula prescribed by
the SEC. Current yield is computed by dividing the net investment income
per share earned, over a 30 day period for which the yield is presented,
by the maximum offering price per share on the last day of the period,
and annualize the results. The formula used is:
Yield=2{(a-b/cd +1)to the power of 6 -1}
Where a = dividends accrued during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends
d = the maximum offering price per share on the last day of the
period
The Funds have no interest income. For the purpose of computing
yield, the Funds recognize dividend income by accruing 1/360 of the
stated annual dividend rate of the security each day in the last 30 days
that the security is in the portfolio.
In reports or other communications to shareholders or in advertising
and sales literature, a Fund may compare its performance with that of
other mutual funds as reported by Lipper Analytical Services, Inc.
("Lipper"), Morningstar, Inc. ("Morningstar"), Wiesenberger Investment
Companies Services ("Weisenberger") and CDA Investment Technologies, Inc.
("CDA"), or similar independent services which monitor the performance of
mutual funds, or other industry or financial publications such as
Barron's, Changing Times, Forbes and Money Magazine. Performance
comparisons by these indexes, services or publications may rank mutual
funds over different periods of time by means of aggregate, average, year
by year, or other types of total return and performance figures. The
Funds may use comparative performance as computed in a ranking by these
or other independent services. Any given performance quotation or
performance comparison should not be considered as representative of the
performance of the Funds for any future period.
The Funds may also compare themselves to the Consumer Price Index, a
widely recognized measure of inflation, and to other indexes and averages
such as, the Dow Jones Industrials, Standard & Poor's 500 Composite Stock
Price Index, Wilshire 5000, Russell 2000, Dow Jones Utilities, NASDAQ
Composite, New York Stock Exchange Composite and Ibbotson Common Stocks.
The composition of these indexes or averages differs from that of
the Funds. Comparison of a Fund to an alternative investment should be
made with consideration of the differences in features and expected
performance of the investments.
All of the indexes and averages noted above will be obtained from
the indicated sources or reporting services, which the Trust believes to
be generally accurate. A Fund may also note its mention or recognition
Page B-4
in other newspapers, magazines or media from time to time. However, the
Trust assumes no responsibility for the accuracy of such data.
Management of the Funds
The management of the Trust, including general supervision of the
duties performed for the Fund under the Investment Management Agreement,
is the responsibility of its Board of Trustees. The number of trustees
of the Trust is fixed at [ ] [ ] of whom are "interested persons"
(as the term "interested persons" is defined in the Investment Company
Act of 1940) and [ ] of whom are "disinterested persons." The names
and business addresses of the trustees and officers of the Trust and
their principal occupations and other affiliations during the past five
years are set forth below, with those trustees who are "interested
persons" of the Trust indicated by an asterisk.
<TABLE>
<CAPTION>
Position and Offices Principal Occupations
Name and Address Age with Trust During Past Five Years
<S> <C> <C> <C>
Qamaruddin Ali Yar Khan* Chairman, President and President, Director, and sole
1553 Bloomingdale Road, Suite #900 Trustee shareholder of Income
Glendale Heights, IL 60139 Achievers, Inc. (since its
inception in 1995); Controller of
Sonoscan, Inc. (manufacturer of
ultrasonic testing equipment)
(since 1990) and manager of
Sonoscan's accounting
department (1987-1990); and
owner of Glenside Accounting &
Tax Services (since 1989).
Trustee
Trustee
Trustee
</TABLE>
Although the Board of Trustees has authority to establish an
Executive Committee with the power to act on behalf of the Board between
meetings and to exercise all powers of the Trustees in the management of
the Trust, no Executive Committee has been established at this time.
The following table sets forth estimated compensation to be paid by
the Trust to each of the trustees who are not designated "interested
persons" during the Trust's first full fiscal year. The Trust has no
retirement or pension plans. The officers and trustees affiliated with
the Adviser serve without any compensation from the Trust.
Page B-5
Total**
Estimated* Compensation from
Aggregate Trust and Fund
Compensation Complex Paid to
Name of Trustee from the Trust Trustees
* The estimated compensation to be paid by the Trust to the
independent trustees for the current fiscal year.
** Independent Trustees serve only as trustees for the two Funds.
Each trustee who is not affiliated with the Adviser receives $100 per day
plus expenses for attendance at all meetings held on a day on which a
regularly scheduled board meeting is held and $50 per day plus expenses
for attendance by telephone at a meeting held on each day on which no
regular board meeting is held. The annual fees and expenses are
allocated between the Funds on the basis of relative net asset sizes.
The Trust requires no employees other than its officers, all of whom are
compensated by Income Achievers.
Principal Holders of Securities
As of [Insert Date], [ ] owned all of the outstanding shares of
each Fund.
Investment Advisory and Other Services
Adviser
Income Achievers, Inc. acts as adviser to the Funds, with
responsibility for the overall management of each Fund. Its address is
1553 Bloomingdale Road, Suite #900, Glendale Heights, IL 60137. Pursuant
to its Investment Management Agreement, Income Achievers provides
investment advisory and administrative services for the Funds. In
performing its duties, the Adviser will also determine if the securities
are in accordance with Islamic Principles. Subject to the policies the
Board of Trustees may determine, the Adviser makes investment decisions
on behalf of each Fund, makes available research and any statistical data
therewith, and supervises the acquisition and disposition of investments
by each Fund, including the selection of broker-dealers to carry out
portfolio transactions. The Adviser will permit any of its officers and
directors to serve without compensation from the Funds as trustees or
officers of the Trust if elected to such positions.
Qamaruddin Ali Yar Khan, Chairman, President and a trustee of the
Trust, is also President and sole shareholder of the Adviser.
Accordingly, the Adviser is controlled by Mr. Khan by virtue of his stock
ownership.
Page B-6
In addition to the advisory services noted above, the Adviser will
also provide certain administrative services to the Trust, subject to the
supervision of the Board of Trustees and the terms of the Investment
Management Agreement. Under the Investment Management Agreement, the
Adviser will provide to the Trust facilities, equipment, statistical and
research data, clerical, accounting and bookkeeping services, internal
auditing and legal services, and personnel to carry out all management
services required for operation of the business and affairs of the Funds
other than those services performed by the Trust's distributor,
custodian, transfer agent, accountant, and those services normally
performed by the Trust's counsel and auditors. The Adviser at its own
expense shall furnish all executive and other personnel, office space,
and office facilities required to render the investment management and
administrative services set forth in the Investment Management Agreement.
Unless expressly assumed by the Adviser, the Adviser shall not be
obligated to pay any costs or expenses incidental to the organization,
operations or business of the Trust. For its services, each Fund will
pay the Adviser monthly a fee at the annual rate of .8 of 1% of the
Fund's average daily net assets. In addition to the fee, each Fund bears
all of its other expenses, including but not limited to, telephone and
other communications facilities, a pro rata portion of salary, fees and
expenses (including legal fees) of those trustees, officers and employees
of the Funds who are not officers, directors or employees of the Adviser;
interest expenses; fees and expenses of the custodian and transfer agent;
taxes and government fees; brokerage commissions and other expenses
incurred in acquiring or disposing of portfolio securities; expenses of
registering and qualifying shares for sale with the SEC and state
securities commissions; accounting costs (including those provided by the
Adviser), legal costs; insurance premiums; expenses of maintaining the
Fund's legal existence and of shareholders' meetings; expenses of
preparation and distribution to existing shareholders of reports, proxies
and prospectuses; and fees and expenses of membership in industry
organizations. For the first few years of the Funds' operations, the
Adviser may bear some of these expenses at its own discretion.
The Investment Management Agreement will continue in effect from
year to year, as long as it is approved at least annually by the Trust's
Board of Trustees or by a vote of the outstanding voting securities of
the Fund and in either case by a majority of the Trustees who are not
parties to the Agreement or interested persons of any such party. The
Agreement terminates automatically if it is assigned and may be
terminated without penalty by either party upon at least 60 days' written
notice. The Agreement provides that the Adviser shall not be liable for
any loss sustained by reason of the purchase, sale or retention of any
security, if such recommendation shall have been selected with due care
and in good faith, except for loss resulting from willful misfeasance,
bad faith or gross negligence on the part of the Adviser in the
performance of its duties or by reason of reckless disregard of its
obligations and duties under the Agreement.
Income Achievers also provides services as the transfer agent and
dividend-paying agent for the Funds. As transfer agent, Income Achievers
furnishes to each shareholder a statement after each transaction, a
historical statement at the end of each year showing all transactions
during the year, and Form 1099 tax forms. Income Achievers also, on
behalf of the Trust, responds to shareholders questions or
correspondence. Further, the transfer agent regularly furnishes the
Funds with current shareholder lists and information necessary to keep
Page B-7
the shares in balance with the Trust's records. The mailing of all
financial statements, notices and prospectuses to shareholders is
performed by the transfer agent. The transfer agent maintains records of
contributions, disbursements and assets as required for IRAs and other
qualified retirement accounts.
As compensation for services as transfer agent and dividend
disbursement agent, the Funds pay Income Achievers an annual fee of $10
per account The Funds reimburse Income Achievers for any out-of-pocket
expense for forms and mailing costs used in performing its functions.
Brokerage Allocation
The Adviser is responsible for decisions to buy and sell securities
for the Funds and for the placement of the Funds' securities business,
the negotiation of the commissions to be paid on brokered transactions,
the prices for principal trades in securities, and the allocation of
portfolio brokerage and principal business. It is the policy of the
Adviser to seek the best execution at the best security price available
with respect to each transaction, and with respect to brokered
transactions, in light of the overall quality of brokerage and research
services provided to the respective Adviser and its advisees. The best
price to the Funds means the best net price without regard to the mix
between purchase or sale price and commission, if any. Portfolio
securities transactions will normally be effected through brokers
(including the Adviser) on securities exchanges. Purchases may also be
made from underwriters, dealers, and, on occasion, the issuers.
Purchases and sales of portfolio securities through brokers involve a
commission to the broker. The purchase price of portfolio securities
purchased from an underwriter or dealer may include underwriting
commissions and dealer spreads. The Funds may pay mark-ups on principal
transactions. In selecting broker-dealers and in negotiating
commissions, the portfolio manager considers the firm's reliability, the
quality of its execution services on a continuing basis and its financial
condition. The Adviser may also consider sales of a Fund's shares as a
factor in the selection of broker-dealers to execute portfolio
transactions, subject to the policy of obtaining best price and
execution.
Section 28(e) of the Securities Exchange Act of 1934 ("Section
28(e)") permits an investment adviser, under certain circumstances, to
cause an account to pay a broker or dealer who supplies brokerage and
research services a commission for effecting a transaction in excess of
the amount of commission another broker or dealer would have charged for
effecting the transaction. Brokerage and research services include (a)
furnishing advice as to the value of securities, the advisability of
investing, purchasing or selling securities, and the availability of
securities or purchasers or sellers of securities; (b) furnishing
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy, and the performance of accounts;
and (c) effecting securities transactions and performing functions
incidental thereto (such as clearance, settlement, and custody).
In selecting brokers, the Adviser also considers investment and
market information and other research, such as economic, securities,
financial and performance measurement research, provided by such brokers,
Page B-8
and the quality and reliability of brokerage services, including
execution capability, performance, and financial responsibility.
Accordingly, the commissions charged by any such broker may be greater
than the amount another firm might charge if the Adviser determines in
good faith that the amount of such commissions is reasonable in relation
to the value of the research information and brokerage services provided
by such broker to the Adviser or the Funds. The Adviser believes that
the research information received in this manner provides the Funds with
benefits by supplementing the research otherwise available to the Funds.
The research supplied, however, may or may not be of value or used in
making investment decisions for the Funds. Further, although as of the
date of this Statement of Additional Information the Adviser did not have
any advisory accounts other than the Funds, the Adviser may in the future
advise other accounts. In such case, the Adviser may use such research
in servicing all of its accounts and not all such services may be used by
the Adviser in connection with the Funds. The Investment Management
Agreement provides that such higher commissions will not be paid by the
Funds unless the Adviser determines in good faith that the amount is
reasonable in relation to the services provided. The investment advisory
fees paid by the Funds to the Adviser under the Investment Management
Agreement are not reduced as a result of receipt by the Adviser of
research services.
The Adviser may also effect portfolio transactions as a broker for
the Funds. The Adviser will conduct any brokerage services it performs
for the Fund in compliance with the requirements of Section 17(e)(2) of
the Investment Company Act of 1940 and rule 17e-1 thereunder. The
commissions, fees or other remuneration received by the Adviser must be
reasonable and fair compared to the commissions, fees or other
remuneration paid to other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time. This standard
would allow the Adviser to receive no more than the remuneration which
would be expected to be received by an unaffiliated broker in a
commensurate arms' length transaction. Furthermore, the Board of
Trustees, including a majority of the Trustees who are not interested
persons, have adopted procedures which are reasonably designed to provide
that any commissions, fees or other remuneration paid to the Adviser are
consistent with the foregoing standard. Brokerage transactions with the
Adviser are also subject to such fiduciary standards as may be imposed
upon the Adviser by applicable law. As broker, the Adviser only intends
to charge the Fund its costs incurred in executing the portfolio
transactions.
The Adviser seeks to allocate portfolio transactions equitably
whenever concurrent decisions are made to purchase or sell securities by
the Funds or with another advisory account. In some cases, this
procedure could have an adverse effect on the price or the amount of
securities available to the Funds. In making such allocations between a
Fund and other advisory accounts, the main factors considered by the
Adviser are the respective investment objectives, the relative size of
portfolio holdings of the same or comparable securities, the availability
of cash for investment and the size of investment commitments generally
held.
Page B-9
Purchase, Redemption and Pricing of Securities Being Offered
As described in the Prospectus, you may purchase shares of the Funds
at a price equal to their net asset value plus an up-front sales charge.
For information regarding the up-front sales charge, see "Summary of Fund
Expenses" and "How to Buy Fund Shares" in the Prospectus. Set forth is
an example of the method of computing the offering price of the shares of
each of the Funds. The example assumes a purchase on
[__________________] of shares from a Fund at a price based upon the net
asset value of the shares.
Net Asset Value per share $
Per Share Sales Charge-3% of public offering price
(____% of net asset value) $
Per Share Offering Price to the Public $
Net asset value per share is determined by dividing the value of all
securities and other assets, less liabilities, by the number of shares
outstanding. The net asset value is determined for each Fund as of the
close of trading on the New York Stock Exchange (generally 4 p.m. New
York time) on each day the Exchange is open for trading. The Exchange is
generally closed on: New Year's Day, Washington's Birthday/President's
Day, Good Friday, Memorial Day, Independence Day (observance), Labor Day,
Thanksgiving Day and Christmas Holiday.
Distribution of Shares
Income Achievers, the Fund's investment adviser, also acts as the
distributor of the shares of the Funds as provided by a distribution
agreement with the Trust (the "Distribution Agreement"). Pursuant to the
Distribution Agreement, the Trust appointed Income Achievers to be its
agent for the distribution of the Funds' shares on a continuous offering
basis. Income Achievers has agreed to use its "best efforts" to
distribute the Funds' shares, but has not committed to purchase or sell
any specific number of shares. The Distribution Agreement for the Funds
is renewable annually by the vote of the Trustees at a meeting called for
such purpose. The Distribution Agreement will automatically terminate in
the event of its assignment. Pursuant to the Distribution Agreement,
Income Achievers may sell the Funds' shares directly to retail customers
or to or through brokers, dealers, banks, or other qualified financial
intermediaries. Under the Distribution Agreement, Income Achievers at
its own expense will finance certain activities incident to the sale and
distribution of the Funds' shares including, printing and distributing
prospectuses and statements of additional information to other than
existing shareholders, the printing and distributing of advertising and
sales literature (except such expenses shall not include expenses
incurred by the Funds in connection with the preparation, printing and
distribution of any report or other communication to shareholders in
their capacity as such), and giving of concessions to any dealers.
Income Achievers receives for its services the excess, if any, of the
sales price of a Fund's shares less the net asset value of those shares,
and may reallow a majority or all of such amounts to any dealers who sold
the shares.
Page B-10
Tax Status
The following discussion of federal income tax matters is based upon
the advice of Chapman and Cutler, counsel to the Trust.
As described in the Prospectus, each of the Funds intends to qualify
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code") for tax treatment as a regulated investment company. In order to
qualify as a regulated investment company, a Fund must satisfy certain
requirements relating to the source of its income, diversification of its
assets, and distributions of its income to shareholders. First, the Fund
must derive at least 90% of its annual gross income from dividends,
interest, payments with respect to securities loans, gains from the sale
or other disposition of stock or securities, foreign currencies or other
income (including but not limited to gains from options and futures)
derived with respect to its business of investing in such stock or
securities (the "90% gross income test"). Second, a Fund must derive
less than 30% of its annual gross income from the sale or other
disposition of any of the following which was held for less than three
months: stock, securities and certain options, futures, or forward
contracts (the "short-short test"). Third, the Fund must diversify its
holdings so that, at the close of each quarter of its taxable year, (i)
at least 50% of the value of its total assets is comprised of cash, cash
items, United States Government securities, securities of other regulated
investment companies and other securities limited in respect of any one
issuer to an amount not greater in value than 5% of the value of the
Fund's total assets and to not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of the
Fund's total assets is invested in the securities of any one issuer
(other than United States Government securities and securities of other
regulated investment companies) or two or more issuers controlled by a
Fund and engaged in the same, similar or related trades or businesses.
As a regulated investment company, a Fund will not be subject to
federal income tax in any taxable year for which it distributes at least
90% of its "investment company taxable income" (which includes dividends,
taxable interest, income from securities lending, net short-term capital
gain in excess of long-term capital loss, and any other taxable income
other than "net capital gain" (as defined below) and is reduced by
deductible expenses). A Fund may retain for investment its net capital
gain (which consists of the excess of its net long-term capital gain over
its net short-term capital loss). However, if the Fund retains any net
capital gain or any investment company taxable income, it will be subject
to federal income tax at regular corporate rates on the amount retained.
If the Fund retains any net capital gain, such Fund may designate the
retained amount as undistributed capital gains in a notice to its
shareholders who, if subject to federal income tax on long-term capital
gains, (i) will be required to include in income for federal income tax
purposes, as long-term capital gain, their shares of such undistributed
amount, and (ii) will be entitled to credit their proportionate shares of
the tax paid by such Fund against their federal income tax liabilities if
any, and to claim refunds to the extent the credit exceeds such
liabilities. For federal income tax purposes, the tax basis of shares
owned by a shareholder of the Fund will be increased by an amount equal
under current law to 65% of the amount of undistributed net capital gains
included in the shareholder's gross income. Each Fund intends to
Page B-11
distribute at least annually to its shareholders all or substantially all
of its investment company taxable income and net capital gain.
Treasury regulations permit a regulated investment company, in
determining its investment company taxable income and net capital gain,
to elect (unless it has made a taxable year election for excise tax
purposes as discussed below) to treat all or part of any net capital
loss, any net long-term capital loss or any net foreign currency loss
incurred after October 31 as if they had been incurred in the succeeding
year.
If any of the Funds engages in hedging transactions involving
financial futures and options, these transactions will be subject to
special tax rule, the effect of which may be to accelerate income to a
Fund, defer a Fund's losses, cause adjustments in the holding periods of
a Fund's securities, convert long-term capital gains into short-term
capital gains and convert short-term capital losses into long-term
capital losses. These rules could therefore affect the amount, timing
and character of distributions to shareholders.
Prior to purchasing shares in one of the Funds, the impact of
dividends or distributions which are expected to be or have been
declared, but not paid, should be carefully considered. Any dividend or
distribution declared shortly after a purchase of such shares prior to
the record date will have the effect of reducing the per share net asset
value by the per share amount of the dividend or distribution and will be
subject to federal income tax to the extent it is a distribution of
ordinary income or capital gain.
Although dividends generally will be treated as distributed when
paid, dividends declared in October, November or December, payable to
shareholders of record on a specified date in one of those months and
paid during the following January, will be treated as having been
distributed by each Fund (and received by the shareholders) on December
31.
The redemption or exchange of the shares of a Fund normally will
result in capital gain or loss to the shareholders. Generally, a
shareholder's gain or loss will be long-term gain or loss if the shares
have been held for more than one year. Present law taxes both long- and
short-term capital gains of corporations at the rates applicable to
ordinary income. For non-corporate taxpayers, however, net capital gains
(i.e., the excess of net long-term capital gain over net short-term
capital loss) will be taxed at a maximum marginal rate of 28%, while
short-term capital gains and other ordinary income will be taxed at a
maximum marginal rate of 39.6%. Because of the limitations on itemized
deductions and the deduction for personal exemptions applicable to higher
income taxpayers, the effective tax rate may be higher in certain
circumstances.
All or a portion of a sales load paid in purchasing shares of a Fund
cannot be taken into account for purposes of determining gain or loss on
the redemption or exchange of such shares within 90 days after their
purchase to the extent shares of a Fund or another fund are subsequently
acquired without payment of a sales load or with the payment of a reduced
sales load pursuant to the reinvestment or exchange privilege. Any
disregarded portion of such load will result in an increase in the
shareholder's tax basis in the shares subsequently acquired. Moreover,
Page B-12
losses recognized by a shareholder on the redemption or exchange of
shares of a Fund held for six months or less are disallowed to the extent
of any distribution of exempt-interest dividends received with respect to
such shares and, if not disallowed, such losses are treated as long-term
capital losses to the extent of any distributions of long-term capital
gains made with respect to such shares. In addition, no loss will be
allowed on the redemption or exchange of shares of a Fund if the
shareholder purchases other shares of such Fund (whether through
reinvestment of distributions or otherwise) or the shareholder acquires
or enters into a contract or option to acquire securities that are
substantially identical to shares of a Fund within a period of 61 days
beginning 30 days before and ending 30 days after such redemption or
exchange. If disallowed, the loss will be reflected in an adjustment to
the basis of the shares acquired.
In order to avoid a 4% federal excise tax, each Fund must distribute
or be deemed to have distributed by December 31 of each calendar year at
least 98% of its taxable ordinary income for such year, at least 98% of
the excess of its realized capital gains over its realized capital losses
(generally computed on the basis of the one-year period ending on October
31 of such year) and 100% of any taxable ordinary income and the excess
of realized capital gains over realized capital losses for the prior year
that was not distributed during such year and on which such Fund paid no
federal income tax. For purposes of the excise tax, a regulated
investment company may reduce its capital gain net income (but not below
its net capital gain) by the amount of any net ordinary loss for the
calendar year. The Funds intend to make timely distributions in
compliance with these requirements and consequently it is anticipated
that they generally will not be required to pay the excise tax.
If in any year a Fund should fail to qualify under Subchapter M for
tax treatment as a regulated investment company, the Fund would incur a
regular corporate federal income tax upon its income for that year, and
distributions to its shareholders would be taxable to shareholders as
ordinary dividend income for federal income tax purposes to the extent of
the Fund's available earnings and profits.
The Funds are required in certain circumstances to withhold 31% of
taxable dividends and certain other payments paid to non-corporate
holders of shares who have not furnished to the Funds their correct
taxpayer identification number (in the case of individuals, their social
security number) and certain certifications, or who are otherwise subject
to backup withholding.
Shareholders who are non-resident aliens are subject to U.S.
withholding tax on ordinary income dividends at a rate of 30% or such
lower rate as prescribed by an applicable tax treaty.
A corporate shareholder will generally be entitled to a 70%
dividends received deduction with respect to any portion of such
shareholder's ordinary income dividends which are attributable to
dividends received by a Fund on certain portfolio securities (other than
corporate shareholders, such as "S" corporations, which are not eligible
for the deduction because of their special characteristics and other than
for purposes of special taxes such as the accumulated earnings tax and
the personal holding corporation tax). A Fund will designate the portion
Page B-13
of any taxable dividend which is eligible for this deduction. However, a
corporate shareholder should be aware that Sections 246 and 246A of the
Code impose additional limitations on the eligibility of dividends for
the 70% dividends received deduction. These limitations include a
requirement that stock (and therefore Shares of a Fund) must generally be
held at least 46 days (as determined under Section 246(c) of the Code).
Regulations have been issued which address special rules that must be
considered in determining whether the 46 days holding requirement is met.
Moreover, the allowable percentage of the deduction will generally be
reduced from 70% if a corporate shareholder owns Shares of the Fund the
financing of which is directly attributable to indebtedness incurred by
such corporation. It should be noted that various legislative proposals
that would affect the dividends received deduction have been introduced.
To the extent dividends received by a Fund are attributable to foreign
corporations, a corporate shareholder will not be entitled to the
dividends received deduction with respect to its share of such foreign
dividends since the dividends received deduction is generally available
only with respect to dividends paid by domestic corporations. It should
be noted that payments to a Fund of dividends on portfolio securities
that are attributable to foreign corporations may be subject to foreign
withholding taxes. Corporate shareholders should consult with their tax
advisers with respect to the limitations on, and possible modifications
to, the dividends received deduction.
The foregoing is a general and abbreviated summary of the provisions
of the Code and Treasury Regulations presently in effect as they directly
govern the federal income taxation of the Funds and their shareholders.
For complete provisions, reference should be made to the pertinent Code
sections and Treasury Regulations. The Code and Treasury Regulations are
subject to change by legislative or administrative action, and any such
change may be retroactive with respect to Fund transactions.
Shareholders are advised to consult their own tax advisers for more
detailed information concerning the federal taxation of the Funds and the
income tax consequences to their shareholders.
Independent Public Accountants and Custodian
Firstar Trust Company located at 615 E. Michigan Street, Milwaukee,
Wisconsin 53201 is the custodian of the Funds. As custodian for the
Funds, the bank holds in custody all securities and cash, settles for all
securities transactions, receives money from sale of shares and on order
of the Funds pays the authorized expenses of the Funds. When Fund shares
are redeemed by investors, the proceeds are paid to the shareowner from
an account at the custodian bank.
[ ] are the independent accountants for
the Trust and the Funds. The accountants conduct an annual audit of the
Funds as of [ ] each year, prepare the tax returns of the Funds
and assist the Adviser in any accounting matters throughout the year.
Page B-14
Financial Statements
To be filed by pre-effective amendment.
Page B-15
Part C - Other Information
Item 24: Financial Statements and Exhibits
(a) Financial Statements:
Included in the Prospectus:
Not Applicable
Included in Statement of Additional Information:
Statements of Net Assets, [Insert Date], for each Fund.
Report of Independent Public Accountants dated [ ].
(b) Exhibits:
1(a). Declaration of Trust of Registrant.
1(b). Certificate of Establishment and Designation of Series.
2. Bylaws of Registrant.
3. Not Applicable.
4. Not Applicable.
5(a). Form of Investment Management Agreement between Registrant
and Income Achievers, Inc.
6(a). Form of Distribution Agreement between Registrant and
Income Achievers, Inc.
7. Not Applicable.
8. Form of Custodian Agreement between Registrant and Firstar
Trust Company.
9(a). Not Applicable.
10(a). Opinion and consent of Chapman and Cutler, dated .*
11. Consent of Independent Public Accountants.*
12. Not Applicable.
13. Subscription Agreement with .*
14. Not Applicable.
15. Not Applicable.
16. Not Applicable.
17. Financial Data Schedule.*
18. Not applicable.
*To be filed by pre-effective amendment.
Item 5. Persons Controlled by or Under Common Control with
Registrant
Not applicable
Item 26. Number of Holders of Securities
As of [ ] the following information is furnished for the Trust:
(1) (2)
Title of Series Number of Record Holders
Islamia Income Fund [_________]
Islamia Growth Fund [_________]
Item 27. Indemnification
Section 4 of Article XII of Registrant's Declaration of Trust
provides as follows:
Subject to the exceptions and limitations contained in this Section
4, every person who is, or has been, a Trustee, officer, employee or
agent of the Trust, including persons who serve at the request of the
Trust as directors, trustees, officers, employees or agents of another
organization in which the Trust has an interest as a shareholder,
creditor or otherwise (hereinafter referred to as a "Covered Person"),
shall be indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid by
him in connection with any claim, action, suit or proceeding in which he
becomes involved as a party or otherwise by virtue of his being or having
been such a Trustee, director, officer, employee or agent and against
amounts paid or incurred by him in settlement thereof.
Page 2
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by
reason of a final adjudication by the court or other body before
which the proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office;
(b) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best interests of the
Trust; or
(c) in the event of a settlement or other disposition not
involving a final adjudication (as provided in paragraph (a) or (b))
and resulting in a payment by a Covered Person, unless there has
been either a determination that such Covered Person did not engage
in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office by the
court or other body approving the settlement or other disposition or
a reasonable determination, based on a review of readily available
facts (as opposed to a full trial-type inquiry), that he did not
engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect
any other rights to which any Covered Person may now or hereafter be
entitled, shall continue as to a person who has ceased to be such a
Covered Person and shall inure to the benefit of the heirs, executors and
administrators of such a person. Nothing contained herein shall affect
any rights to indemnification to which Trust personnel other than Covered
Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding subject to a claim for indemnification under
this Section 4 shall be advanced by the Trust prior to final disposition
thereof upon receipt of an undertaking by or on behalf of the recipient
to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses
arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then
in office act on the matter) or independent legal counsel in a
Page 3
written opinion shall determine, based upon a review of the readily
available facts (as opposed to a full trial-type inquiry), that
there is reason to believe that the recipient ultimately will be
found entitled to indemnification.
As used in this Section 4, a "Disinterested Trustee" is one (x) who
is not an Interested Person of the Trust (including, as such
Disinterested Trustee, anyone who has been exempted from being an
Interested Person by any rule, regulation or order of the Commission),
and (y) against whom none of such actions, suits or other proceedings or
another action, suit or other proceeding on the same or similar grounds
is then or has been pending.
As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings
(civil, criminal, administrative or other, including appeals), actual or
threatened; and the word "liability" and "expenses" shall include without
limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
The trustees and officers of the Registrant are covered by
Investment Trust Errors and Omission policies in the aggregate amount of
$[____________] (with a maximum deductible of $[____________]) against
liability and expenses of claims of wrongful acts arising out of their
position with the Registrant, except for matters which involved willful
acts, bad faith, gross negligence and willful disregard of duty (i.e.,
where the insured did not act in good faith for a purpose he or she
reasonably believed to be in the best interest of Registrant or where he
or she shall have had reasonable cause to believe this conduct was
unlawful).
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to the officers, trustees or
controlling persons of the Registrant pursuant to the Declaration of
Trust of the Registrant or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by an officer or trustee or controlling person
of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such officer, trustee or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of
such issue.
Item 28. Business and Other Connections of Investment Adviser
The following table sets forth any other business, profession,
vocation or employment of a substantial nature in which any director or
officer of the Adviser has engaged during the last two years for his
account or in the capacity of director, officer, employee, partner or
trustee.
Page 4
<TABLE>
<CAPTION>
Relationship with
Name and Address Position with Adviser Other Businesses
<S> <C> <C>
Qamaruddin Ali Yar Khan President and sole shareholder Chairman, President and
1553 Bloomingdale Road Trustee of the Islamia Group
Suite #900 of Funds; Controller of
Glendale Heights, IL 60137 Sonoscan, Inc.; President and
owner of Glenside
Accounting and Tax Services.
Sabera Khan Secretary Lab Manager of Vaughan's
1553 Bloomingdale Road Seed Company.
Suite #900
Glendale Heights, IL 60137
</TABLE>
Item 29. Principal Underwriters
(a) The Adviser acts as investment adviser and distributor to the
Funds. The Adviser does not presently act as investment adviser or
distributor to any other investment company.
(b)
<TABLE>
<CAPTION>
Positions and Offices
Name and Address Position with Underwriter with Registrant
<S> <C> <C>
Qamaruddin Ali Yar Khan President and Chairman, President and a
1553 Bloomingdale Road sole shareholder Trustee of the Islamia Group
Suite #900 of Funds.
Glendale Heights, IL 60137
Sabera Khan Secretary None.
1553 Bloomingdale Road
Suite #900
Glendale Heights, IL 60137
</TABLE>
(c) Not applicable.
Item 30. Location of Accounts and Records
With the exception of those records maintained by the Custodian, all
records of the Trust are physically in the possession of the Trust and
maintained at the offices of Income Achievers, 1553 Bloomingdale Road,
Suite #900, Glendale Heights, IL 60137.
Page 5
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) Not applicable.
(b) The Registrant undertakes to file a post-effective amendment to
its registration statement, using financial statements which need not be
certified, within four to six months from the effective date of
Registrant's 1933 Act registration statement.
(c) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest Annual
Report to Shareholders upon request and without charge.
Page 6
Signatures
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Glendale Heights, State of
Illinois, on the 21st day of December.
Islamia Group of Funds
By /s/ Q. Ali Yar Khan
___________________________
Qamaruddin Ali Yar Khan,
President
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, this Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
_________ _____ ____
/s/ Q. Ali Yar Khan Sole Trustee, Chairman of 12/21/96
______________________ the Board, and President
Qamaruddin Ali Yar Khan
Page 7
Exhibit Index
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibit Page
<S> <C> <C>
1(a). Declaration of Trust of Registrant.
1(b). Certificate of Establishment and Designation of Series.
2. Bylaws of Registrant.
3. Not Applicable.
4. Not Applicable.
5(a). Form of Investment Management Agreement between
Registrant and Income Achievers, Inc.
6(a). Form of Distribution Agreement between Registrant and
Income Achievers, Inc.
7. Not Applicable.
8. Form of Custodian Agreement between Registrant and
Firstar Trust Company.
9(a). Not Applicable.
10(a). Opinion and consent of Chapman and Cutler, dated .*
11. Consent of Independent Public Accountants.*
12. Not Applicable.
13. Subscription Agreement with .*
14. Not Applicable.
15. Not Applicable.
16. Not Applicable.
Page 8
17. Financial Data Schedule.*
18. Not Applicable.
</TABLE>
*To be filed by pre-effective amendment.
Exhibit (b)1(a)
Declaration of Trust
of
Islamia Group of Funds
Declaration Of Trust made as of this 16th day of December 1996 by
the Trustees hereunder.
Whereas, the Trustees desire to establish a trust fund for the
purposes of carrying on the business of a management investment company;
and
Whereas, in furtherance of such purpose, the Trustees and any
successor Trustees elected in accordance with Article V hereof are
acquiring and may hereafter acquire assets and properties which they will
hold and manage as trustees of a Massachusetts business trust with
transferable shares in accordance with the provisions hereinafter set
forth;
Now, Therefore, the Trustees and any successor Trustees elected or
appointed in accordance with Article V hereof hereby declare that they
will hold all cash, securities and other assets and properties, which
they may from time to time acquire in any manner as Trustees hereunder,
In Trust, and that they will manage and dispose of the same upon the
following terms and conditions for the benefit of the holders from time
to time of shares of beneficial interest in this Trust as hereinafter set
forth.
Article I
Name and Definitions
Section 1. Name. This Trust shall be known as the "Islamia Group of
Funds" and the Trustees shall conduct the business of the Trust under
that name or any other name as they may from time to time determine.
Section 2. Definitions. Whenever used herein, unless otherwise
required by the context or specifically provided:
(a) The "Trust" refers to the Massachusetts voluntary
association established by this Declaration of Trust, as amended
from time to time;
(b) "Trustee" or "Trustees" refers to each signatory to this
Declaration of Trust so long as such signatory shall continue in
office in accordance with the terms hereof, and all other
individuals who at the time in question have been duly elected or
appointed and qualified in accordance with Article V hereof and are
then in office;
(c) "Shares" mean the shares of beneficial interest described
in Article IV hereof and include fractions of Shares as well as
whole Shares;
(d) "Shareholder" means a record owner of Shares;
(e) The "1940 Act" refers to the Investment Company Act of
1940 (and any successor statute) and the Rules and Regulations
thereunder, all as amended from time to time;
(f) The terms "Commission," "Interested Person," "Principal
Underwriter" and "vote of a majority of the outstanding voting
securities" shall have the meanings given them in the 1940 Act;
(g) "Declaration of Trust" or "Declaration" shall mean this
Declaration of Trust as amended or restated from time to time; and
(h) "By-Laws" shall mean the By-Laws of the Trust as amended
from time to time.
Article II
Nature and Purpose of Trust
The Trust is a voluntary association with transferable shares
(commonly known as a business trust) of the type referred to in Chapter
182 of the General Laws of the Commonwealth of Massachusetts. The Trust
is not intended to be, shall not be deemed to be, and shall not be
treated as, a general or a limited partnership, joint venture,
corporation or joint stock company, nor shall the Trustees or
Shareholders or any of them for any purpose be deemed to be, or be
treated in any way whatsoever as though they were, liable or responsible
hereunder as partners or joint venturers. The purpose of the Trust is to
engage in, operate and carry on the business of an open-end management
investment company and to do any and all acts or things as are necessary,
convenient, appropriate, incidental or customary in connection therewith.
The Trust set forth in this instrument shall be deemed made in the
Commonwealth of Massachusetts, and it is created under and is to be
governed by and construed and administered according to the laws of said
Commonwealth. The Trust shall be of the type commonly called a business
trust, and without limiting the provisions hereof, the Trust may exercise
all powers which are ordinarily exercised by such a trust. No provision
of this Declaration shall be effective to require a waiver of compliance
with any provision of the Securities Act of 1933, as amended, or the 1940
Act, or of any valid rule, regulation or order of the Commission
thereunder.
Article III
Registered Agent; Principal Place of Business
The name of the registered agent of the Trust is Lexis Document
Services, Inc. at 1205 Tucker, North Dartmouth, MA 02747. The principal
place of business of the Trust is 1553 Bloomingdale Road, Suite #900,
Glendale Heights, Illinois 60139. The Trustees may, without the approval
of Shareholders, change the registered agent of the Trust and the
principal place of business of the Trust.
Article IV
Beneficial Interest
Section 1. Shares of Beneficial Interest. The beneficial interest
in the Trust shall be divided into such transferable Shares of beneficial
interest, of such series or classes, and of such designations and par
values (if any) and with such rights, preferences, privileges and
restrictions as shall be determined by the Trustees in their sole
discretion, without Shareholder approval, from time to time and shall
initially consist of one class of transferable shares, par value $.01 per
share. The number of Shares is unlimited and each Share shall be fully
paid and nonassessable. The Trustees shall have full power and
authority, in their sole discretion and without obtaining any prior
authorization or vote of the Shareholders of the Trust or of the
Shareholders of any series or class of Shares, to create and establish
(and to change in any manner) Shares or any series or classes thereof
with such preferences, voting powers, rights and privileges as the
Trustees may from time to time determine; to divide or combine the Shares
or the Shares of any series or classes thereof into a greater or lesser
number; to classify or reclassify any issued Shares into one or more
series or classes of Shares; to abolish any one or more series or classes
of Shares; and to take such other action with respect to the Shares as
the Trustees may deem desirable. Except as may be specifically set forth
in Section 2 of this Article IV or in an instrument establishing and
designating classes or series of Shares, the Shares shall have the
powers, preferences, rights, qualifications, limitations and restrictions
described below:
(i) In the event of the termination of the Trust the holders
of the Shares shall be entitled to receive pro rata the net
distributable assets of the Trust.
(ii) Each holder of Shares shall be entitled to one vote for
each Share held on each matter submitted to a vote of Shareholders,
and the holders of outstanding Shares shall vote together as a
single class.
(iii) Dividends or other distributions to Shareholders, when, as
and if declared or made by the Trustees, shall be shared equally by
the holders of Shares on a share for share basis, such dividends or
other distributions or any portion thereof to be paid in cash or to
be reinvested in full and fractional Shares of the Trust as the
Trustees shall direct.
(iv) Any Shares purchased, redeemed or otherwise reacquired by
the Trust shall be retired automatically and such retired Shares
shall have the status of authorized but unissued Shares.
(v) Shares may be issued from time to time, without the vote
of the Shareholders (or, if the Trustees in their sole discretion
deem advisable, with a vote of Shareholders), either for cash or for
such other consideration (which may be in any one or more instances
a certain specified consideration or certain specified
considerations) and on such terms as the Trustees, from time to
time, may deem advisable, and the Trust may in such manner acquire
other assets (including the acquisition of assets subject to, and in
connection with the assumption of liabilities).
(vi) The Trust may issue Shares in fractional denominations to
the same extent as its whole Shares, and Shares in fractional
denominations shall be Shares having proportionately to the
respective fractions represented thereby all the rights of whole
Shares, including, without limitation, the right to vote, the right
to receive dividends and distributions and the right to participate
upon termination of the Trust. The Trustees may from time to time,
without the vote of Shareholders, divide or combine Shares into a
greater or lesser number without thereby changing their
proportionate beneficial interest in the Trust.
Section 2. Establishment of Series and Classes of Shares. (a)
Series. The Trustees, in their sole discretion, without obtaining any
prior authorization or vote of the Shareholders of the Trust or of the
Shareholders of any series or class of Shares, from time to time may
authorize the division of Shares into two or more series, the number and
relative rights, privileges and preferences of which shall be established
and designated by the Trustees, in their discretion, upon and subject to
the following provisions:
(i) All Shares shall be identical except that there may be
such variations as shall be fixed and determined by the Trustees
between different series as to purchase price, right of redemption,
and the price, terms and manner or redemption, and special and
relative rights as to dividends and on liquidation.
(ii) The number of authorized Shares and the number of Shares
of each series that may be issued shall be unlimited. The Trustees
may classify or reclassify any unissued Shares or any Shares
previously issued and reacquired of any series into one or more
series that may be established and designated from time to time.
The Trustees may hold as treasury shares (of the same or some other
series), reissue for such consideration and on such terms as they
may determine, or cancel any Shares of any series reacquired by the
Trust at their discretion from time to time.
(iii) The power of the Trustees to invest and reinvest the
assets of the Trust allocated or belonging to any particular series
shall be governed by Section 1, Article VI hereof unless otherwise
provided in the instrument of the Trustees establishing such series
which is hereinafter described.
(iv) Each Share of a series shall represent a beneficial
interest in the net assets allocated or belonging to such series
only, and such interest shall not extend to the assets of the Trust
generally. Dividends and distributions on Shares of a particular
series may be paid with such frequency as the Trustees may
determine, which may be monthly or otherwise, pursuant to a standing
vote or votes adopted only once or with such frequency as the
Trustees may determine, to the Shareholders of that series only,
from such of the income and capital gains, accrued or realized, from
the assets belonging to that series. All dividends and
distributions on Shares of a particular series shall be distributed
pro rata to the Shareholders of that series in proportion to the
number of Shares of that series held by such Shareholders at the
date and time of record established for the payment of such
dividends or distributions. Shares of any particular series of the
Trust may be redeemed solely out of the assets of the Trust
allocated or belonging to that series. Upon liquidation or
termination of a series of the Trust, Shareholders of such series
shall be entitled to receive a pro rata share of the net assets of
such series only.
(v) Notwithstanding any provision hereof to the contrary, on
any matter submitted to a vote of the Shareholders of the Trust, all
Shares then entitled to vote shall be voted by individual series,
except that (i) when required by the 1940 Act to be voted in the
aggregate, Shares shall not be voted by individual series, (ii) when
the Trustees have determined that the matter affects only the
interests of Shareholders of one or more series, only Shareholders
of such series shall be entitled to vote thereon, and (iii) all
series shall vote together on the election of Trustees.
(vi) The establishment and designation of any series of Shares
shall be effective upon the execution by a majority of the Trustees
of an instrument setting forth such establishment and designation
and the relative rights and preferences of such series or as
otherwise provided in such instrument.
(b) Classes. Notwithstanding anything in this Declaration to
the contrary, the Trustees may, in their discretion, without obtain-
ing any prior authorization or vote of the Shareholders of the Trust
or of the Shareholders of any series or class of Shares, from
time to time authorize the division of Shares of the Trust or any
series thereof into Shares of one or more classes upon the
execution by a majority of the Trustees of an instrument setting
forth such establishment and designation and the relative rights
and preferences of such class or classes. All Shares of a class
shall be identical with each other and with the Shares of each
other class of the same series except for such variations between
classes as may be approved by the Board of Trustees and set forth
in such instrument of establishment and designation and be permitted
under the 1940 Act or pursuant to any exemptive order issued by the
Commission.
Section 3. Ownership of Shares. The ownership and transfer of
Shares shall be recorded on the books of the Trust or its transfer or
similar agent. No certificates certifying the ownership of Shares shall
be issued except as the Trustees may otherwise determine from time to
time. The Trustees may make such rules as they consider appropriate for
the issuance of Share certificates, transfer of Shares and similar
matters. The record books of the Trust, as kept by the Trust or any
transfer or similar agent of the Trust, shall be conclusive as to who are
the holders of Shares and as to the number of Shares held from time to
time by each Shareholder.
Section 4. No Preemptive Rights, Etc. The holders of Shares shall
not, as such holders, have any right to acquire, purchase or subscribe
for any Shares or securities of the Trust which it may hereafter issue or
sell, other than such right, if any, as the Trustees in their discretion
may determine. The holders of Shares shall have no appraisal rights with
respect to their Shares and, except as otherwise determined by resolution
of the Trustees in their sole discretion, shall have no exchange or
conversion rights with respect to their Shares.
Section 5. Assets and Liabilities of Series. In the event that the
Trust, pursuant to Section 2(a) of this Article IV, shall authorize the
division of Shares into two or more series, the following provisions
shall apply:
(a) All consideration received by the Trust for the issue or
sale of Shares of a particular series, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and
any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to that
series for all purposes, subject only to the rights of creditors,
and shall be so recorded upon the books of the Trust. Such
consideration, assets, income, earnings, profits and proceeds,
including any proceeds derived from the sale, exchange or
liquidation of such assets and any funds or payments derived from
any reinvestment of such proceeds, in whatever form the same may be,
together with any General Items (as hereinafter defined) allocated
to that series as provided in the following sentence, are herein
referred to as "Assets belonging to" that series. In the event that
there are any assets, income, earnings, profits or proceeds thereof,
funds or payments which are not readily identifiable as belonging to
any particular series (collectively "General Items"), the Trustees
shall allocate such General Items to and among any one or more of
the series created from time to time in such manner and on such
basis as they, in their sole discretion, deem fair and equitable;
and any General Items allocated to a particular series shall belong
to that series. Each such allocation by the Trustees shall be
conclusive and binding upon the Shareholders of all series for all
purposes.
(b) The assets belonging to a particular series shall be
charged with the liabilities of the Trust in respect of that series
and with all expenses, costs, charges and reserves attributable to
that series and shall be so recorded upon the books of the Trust.
Liabilities, expenses, costs, charges and reserves charged to a
particular series, together with any General Items (as hereinafter
defined) allocated to that series as provided in the following
sentence, are herein referred to as "liabilities belonging to" that
series. In the event there are any general liabilities, expenses,
costs, charges or reserves of the Trust which are not readily
identifiable as belonging to any particular series (collectively
"General Items"), the Trustees shall allocate and charge such
General Items to and among any one or more of the series created
from time to time in such manner and on such basis as the Trustees
in their sole discretion deem fair and equitable; and any General
Items so allocated and charges to a particular series shall belong
to that series. Each such allocation by the Trustees shall be
conclusive and binding upon the Shareholders of all series for all
purposes.
Section 6. Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving only the rights
provided in this instrument. Every Shareholder by virtue of having
become a Shareholder shall be held to have expressly assented and agreed
to the terms of this Declaration of Trust and to have become a party
thereto. The death of a Shareholder during the continuance of the Trust
shall not operate to terminate the same nor entitle the representative of
any deceased Shareholder to an accounting or to take any action in court
or elsewhere against the Trust or the Trustees, but only to the rights of
said decedent under this Trust. Ownership of Shares shall not entitle
the Shareholder to any title in or to the whole or any part of the Trust
property or right to call for a partition or division of the same or for
an accounting. Neither the Trustees, nor any officer, employee or agent
of the Trust shall have any power to bind any Shareholder personally or
to call upon any Shareholder for the payment of any sum of money or
assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription for any Shares or
otherwise.
Article V
The Trustees
Section 1. Management of the Trust. The business and affairs of the
Trust shall be managed by the Trustees, and they shall have all powers
necessary and desirable to carry out that responsibility.
Section 2. Qualification and Number. Each Trustee shall be a
natural person. A Trustee need not be a Shareholder, a citizen of the
United States, or a resident of the Commonwealth of Massachusetts. By
the vote or consent of a majority of the Trustees then in office, the
Trustees may fix the number of Trustees at a number not less than two (2)
nor more than twelve (12) and may fill the vacancies created by any such
increase in the number of Trustees. Except as determined from time to
time by resolution of the Trustees, no decrease in the number of Trustees
shall have the effect of removing any Trustee from office prior to the
expiration of his term, but the number of Trustees may be decreased in
conjunction with the removal of a Trustee pursuant to Section 4 of
Article V.
Section 3. Term and Election. Each Trustee shall hold office until
the next meeting of Shareholders, if any, called for the purpose of
considering the election or re-election of such Trustee or of a successor
to such Trustee, and until the election and qualification of his
successor, if any, elected at such meeting, or until such Trustee sooner
dies, resigns, retires or is removed. Any Trustee who is appointed by
the Trustees in the interim to fill a vacancy as provided hereunder shall
have the same remaining term as that of his predecessor, if any, or such
term as the Trustees may determine. Any vacancy resulting from a newly
created Trusteeship or the death, resignation, retirement, removal, or
incapacity of a Trustee may be filled by the affirmative vote or consent
of a majority of the Trustees then in office or as otherwise required by
the 1940 Act.
Section 4. Resignation and Removal. Any Trustee may resign or
retire as a Trustee (without need for prior or subsequent accounting
except in the event of removal) by an instrument in writing signed by him
and delivered or mailed to the President or the Secretary, and such
resignation or retirement shall be effective upon such delivery, or at a
later date according to the terms of the instrument. Any Trustee who has
become incapacitated by illness or injury as determined by a majority of
the other Trustees, may be retired by written instrument signed by a
majority of the other Trustees. Except as aforesaid, any Trustee may be
removed from office only for "Cause" (as hereinafter defined) and only
(i) by action of at least sixty-six and two-thirds percent (66-2/3%) of
the outstanding Shares, or (ii) by written instrument, signed by at least
sixty-six and two-thirds percent (66-2/3%) of the remaining Trustees,
specifying the date when such removal shall become effective. "Cause"
shall require willful misconduct, dishonesty, fraud or a felony
conviction.
Section 5. Vacancies. The death, declination, resignation,
retirement, removal, or incapacity, of the Trustees, or any one of them,
shall not operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust. Whenever a
vacancy in the number of Trustees shall occur, until such vacancy is
filled as provided herein, or the number of Trustees as fixed is reduced,
the Trustees in office, regardless of their number, shall have all the
powers granted to the Trustees, and during the period during which any
such vacancy shall occur, only the Trustees then in office shall be
counted for the purposes of the existence of a quorum or any action to be
taken by such Trustees.
Section 6. Ownership of Assets of the Trust. The assets of the
Trust shall be held separate and apart from any assets now or hereafter
held in any capacity other than as Trustee hereunder by the Trustees or
any successor Trustees. All of the assets of the Trust shall at all
times be considered as automatically vested in the Trustees as shall be
from time to time in office. Upon the resignation, retirement, removal,
incapacity or death of a Trustee, such Trustee shall automatically cease
to have any right, title or interest in any of the Trust property, and
the right, title and interest of such Trustee in the Trust property shall
vest automatically in the remaining Trustees. Such vesting and cessation
of title shall be effective without the execution or delivery of any
conveyancing or other instruments. No Shareholder shall be deemed to
have a severable ownership in any individual asset of the Trust or any
right of partition or possession thereof.
Section 7. Voting Requirements. In addition to the voting
requirements imposed by law or by any other provision of this Declaration
of Trust, the provisions set forth in this Article V may not be amended,
altered or repealed in any respect, nor may any provision inconsistent
with this Article V be adopted, without the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the
outstanding Shares. In the event the holders of the outstanding shares
of any series or class are required by law or any other provision of this
Declaration of Trust to approve such an action by a class vote of such
holders, such action must be approved by the holders of at least sixty-
six and two-thirds percent (66 2/3%) of the outstanding Shares of such
series or class or such lower percentage as may be required by law or any
other provision of this Declaration of Trust.
Article VI
Powers of Trustees
Section 1. Powers. The Trustees in all instances shall have full,
absolute and exclusive power, control and authority over the Trust assets
and the business and affairs of the Trust to the same extent as if the
Trustees were the sole and absolute owners thereof in their own right.
The Trustees shall have full power and authority to do any and all acts
and to make and execute any and all contracts and instruments that they
may consider necessary or appropriate in connection with the management
of the Trust. The enumeration of any specific power herein shall not be
construed as limiting the aforesaid powers. In construing the provisions
of this Declaration of Trust, there shall be a presumption in favor of
the grant of power and authority to the Trustees. Subject to any
applicable limitation in this Declaration, the Trustees shall have power
and authority:
(a) To invest and reinvest in, to buy or otherwise acquire, to
hold, for investment or otherwise, to sell or otherwise dispose of,
to lend or to pledge, to trade in or deal in securities or interests
of all kinds, however evidenced, or obligations of all kinds,
however evidenced, or rights, warrants, or contracts to acquire such
securities, interests, or obligations, of any private or public
company, corporation, association, general or limited partnership,
trust or other enterprise or organization foreign or domestic, or
issued or guaranteed by any national or state government, foreign or
domestic, or their agencies, instrumentalities or subdivisions
(including but not limited to, bonds, debentures, bills, time notes
and all other evidences or indebtedness); negotiable or
nonnegotiable instruments; any and all options and futures
contracts, derivatives or structured securities; government
securities and money market instruments (including but not limited
to, bank certificates of deposit, finance paper, commercial paper,
bankers acceptances, and all kinds of repurchase agreements) and,
without limitation, all other kinds and types of financial
instruments;
(b) To adopt By-Laws not inconsistent with this Declaration of
Trust providing for the conduct of the business of the Trust and to
amend and repeal them to the extent that they do not reserve that
right to the Shareholders;
(c) To elect and remove such officers and appoint and
terminate such agents as they consider appropriate;
(d) To set record dates for any purpose;
(e) To delegate such authority as they consider desirable to
any officers of the Trust and to any investment adviser, investment
subadviser, transfer agent, custodian, underwriter or other
independent contractor or agent;
(f) Subject to Article IX, Section 1 hereof, to merge, or
consolidate the Trust with any other corporation, association, trust
or other organization; or to sell, convey, transfer, or lease all or
substantially all of the assets of the Trust;
(g) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property;
and to execute and deliver proxies or powers of attorney to such
person or persons as the Trustees shall deem proper, granting to
such person or persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;
(h) To exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities;
(i) To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form;
or either in their or the Trust's name or in the name of a custodian
or a nominee or nominees;
(j) To issue, sell, repurchase, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer and otherwise deal in Shares
and in any options, warrants or other rights to purchase Shares or
any other interests in the Trust other than Shares;
(k) To set apart, from time to time, out of any funds of the
Trust a reserve or reserves for any proper purpose, and to abolish
any such reserve;
(l) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
issuer, any security or property of which is held in the Trust; to
consent to any contract, lease, mortgage, purchase, or sale of
property by such corporation or issuer, and to pay calls or
subscriptions with respect to any security held in the Trust;
(m) To compromise, arbitrate, or otherwise adjust claims in
favor of or against the Trust or any matter in controversy
including, but not limited to, claims for taxes;
(n) To make distributions to Shareholders;
(o) To borrow money and to pledge, mortgage, or hypothecate
the assets of the Trust;
(p) To establish, from time to time, a minimum total
investment for Shareholders, and to require the redemption of the
Shares of any Shareholders whose investment is less than such
minimum upon such terms as shall be established by the Trustees;
(q) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security with, or transfer any security
to, any such committee, depositary or trustee, and to delegate to
them such power and authority with relation to any security (whether
or not so deposited or transferred) as the Trustees shall deem
proper, and to agree to pay, and to pay, such portion of the
expenses and compensation of such committee, depositary or trustee
as the Trustees shall deem proper;
(r) To purchase and pay for out of Trust property such
insurance as they may deem necessary or appropriate for the conduct
of the business of the Trust, including, without limitation,
insurance policies insuring the assets of the Trust and payment of
distributions and principal on its portfolio investments, and
insurance policies insuring the Shareholders, Trustees, officers,
employees, agents, investment advisers, investment subadvisers or
managers, principal underwriters, or independent contractors of the
Trust individually against all claims and liabilities of every
nature arising by reason of holding, being or having held any such
office or position, or by reason of any action alleged to have been
taken or omitted by any such person as Shareholder, Trustee,
officer, employee, agent, investment adviser, subadviser or manager,
principal underwriter, or independent contractor, whether or not any
such action may be determined to constitute negligence, and whether
or not the Trust would have the power to indemnify such person
against such liability; and
(s) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and carry out
pension, profit-sharing, share bonus, share purchase, savings,
thrift and other retirement, incentive and benefit plans, trusts and
provisions, including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and
agents of the Trust.
Any determination made by or pursuant to the direction of the
Trustees in good faith and consistent with the provisions of this
Declaration of Trust shall be final and conclusive and shall be binding
upon the Trust and every holder at any time of Shares, including, but not
limited to the following matters: the amount of the assets, obligations,
liabilities and expenses of the Trust; the amount of the net income of
the Trust from dividends, capital gains, interest or other sources for
any period and the amount of assets at any time legally available for the
payment of dividends or distributions; the amount, purpose, time of
creation, increase or decrease, alteration or cancellation of any
reserves or charges and the propriety thereof (whether or not any
obligation or liability for which such reserves or charges were created
shall have been paid or discharged); the market value, or any quoted
price to be applied in determining the market value, of any security or
other asset owned or held by the Trust; the fair value of any security
for which quoted prices are not readily available, or of any other asset
owned or held by the Trust; the number of Shares of the Trust issued or
issuable; the net asset value per Share; any matter relating to the
acquisition, holding and depositing of securities and other assets by the
Trust; any question as to whether any transaction constitutes a purchase
of securities on margin, a short sale of securities, a borrowing, or an
underwriting of the sale of, or participation in any underwriting or
selling group in connection with the public distribution of, any
securities, and any matter relating to the issue, sale, redemption,
repurchase, and/or other acquisition or disposition of Shares of the
Trust. No provision of this Declaration of Trust shall be effective to
protect or purport to protect any Trustee or officer of the Trust against
any liability to the Trust or to its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office.
Section 2. Manner of Acting, By-Laws. The By-Laws shall make
provision from time to time for the manner in which the Trustees may take
action, including, without limitation, at meetings within or without
Massachusetts, including meetings held by means of a conference telephone
or other communications equipment, or by written consents, the quorum and
notice, if any, that shall be required for any meeting or other action,
and the delegation of some or all of the power and authority of the
Trustees to any one or more committees which they may appoint from their
own number, and terminate, from time to time.
Article VII
Expenses of The Trust
The Trustees shall have the power to reimburse themselves from the
Trust property for their expenses and disbursements, to pay reasonable
compensation to themselves from the Trust property, and to incur and pay
out of the Trust property any other expenses which in the opinion of the
Trustees are necessary or incidental to carry out any of the purposes of
this Declaration of Trust, or to exercise any of the powers of the
Trustees hereunder.
Article VIII
Investment Adviser, Underwriter
and Transfer Agent
Section 1. Investment Adviser. The Trust may enter into written
contracts with one or more persons (which term shall include any firm,
corporation, trust or association), to act as investment adviser or
investment subadviser to the Trust, and as such to perform such functions
as the Trustees may deem reasonable and proper, including, without
limitation, investment advisory, management, research, valuation of
assets, clerical and administrative functions, under such terms and
conditions, and for such compensation, as the Trustees may in their
discretion deem advisable.
Section 2. Underwriter; Transfer Agent. The Trust may enter
into a written contract or contracts with an underwriter or under-
writers or distributor or distributors whereby the Trust may either
agree to sell Shares to the other party or parties to the contract or
appoint such other party or parties its sales agent or agents for such
Shares and with such other provisions as the Trustees may deem reasonable
and proper, and the Trustees may in their discretion from time to time
enter into transfer agency and/or shareholder service contract(s), in
each case with such terms and conditions, and providing for such compen-
sation, as the Trustees may in their discretion deem advisable.
Section 3. Parties to Contract. Any contract of the character
described in Sections 1 and 2 of this Article VIII or in Article X hereof
may be entered into with any corporation, firm, partnership, trust or
association, including, without limitation, the investment adviser, any
investment subadviser or an affiliate of the investment adviser or
investment subadviser, although one or more of the Trustees or officers
of the Trust may be an officer, director, trustee, shareholder, or member
of such other party to the contract, or otherwise interested in such
contract and no such contract shall be invalidated or rendered voidable
by reason of the existence of any such relationship, nor shall any person
holding such relationship be liable merely by reason of such relationship
for any loss or expense to the Trust under or by reason of said contract
or accountable for any profit realized directly or indirectly therefrom,
provided that the contract when entered into was not inconsistent with
the provisions of this Article VIII, Article X, or the By-Laws. The same
person (including a firm, corporation, partnership, trust or association)
may be the other party to contracts entered into pursuant to Sections 1
and 2 above or Article X, and any individual may be financially
interested or otherwise affiliated with persons who are parties to any or
all of the contracts mentioned in this Section 3.
Article IX
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers. The Shareholders shall have power to vote
only: (a) for the election or removal of Trustees as provided in Article
V, (b) with respect to any investment advisory or management contract to
the extent required by the 1940 Act, (c) with respect to any termination
of the Trust or a series thereof to the extent and as provided in this
Article IX, Section 1, (d) with respect to any amendment of this
Declaration of Trust to the extent and as provided in Article XIII,
Section 4, (e) with respect to a merger or consolidation of the Trust or
any series thereof with any corporation, association, trust or other
organization or a reorganization or recapitalization of the Trust or
series thereof, or a sale, lease or transfer of all or substantially all
of the assets of the Trust or any series thereof (other than in the
regular course of the Trust's investment activities) to the extent and as
provided in this Article IX, Section 1, (f) to the same extent as the
shareholders of a Massachusetts business corporation as to whether or not
a court action, proceeding or claim should be brought or maintained
derivatively or as a class action on behalf of the Trust or the
Shareholders, and (g) with respect to such additional matters relating to
the Trust as may be required by law, the 1940 Act, this Declaration of
Trust, the By-Laws of the Trust, or any registration of the Trust with
the Commission or any State, or as the Trustees may consider necessary or
desirable.
An affirmative vote of the holders of at least sixty-six and two-
thirds percent (66-2/3%) of the outstanding Shares of the Trust (or, in
the event of any action set forth below affecting only one or more series
or classes of the Trust, an affirmative vote of the holders of at least
sixty-six and two-thirds percent of the outstanding Shares of such
affected series or class) shall be required to approve, adopt or
authorize (i) a merger or consolidation of the Trust or a series of the
Trust with any corporation, association, trust or other organization or a
reorganization or recapitalization of the Trust or a series of the Trust,
(ii) a sale, lease or transfer of all or substantially all of the assets
of the Trust or series of the Trust (other than in the regular course of
the Trust's investment activities), or (iii) a termination of the Trust
or a series of the Trust (other than a termination by the Trustees as
provided for in Section 1 of Article XIII hereof), unless in any case
such action is recommended by the Trustees, in which case the affirmative
vote of a majority of the outstanding voting securities of the Trust or
the affected series or class shall be required. Nothing contained
herein shall be construed as requiring approval of Shareholders for any
transaction, whether deemed a merger, consolidation, reorganization or
otherwise whereby the Trust issues Shares in connection with the
acquisition of assets (including those subject to liabilities) from any
other investment company or similar entity.
Section 2. Meetings. Meetings of the Shareholders of the Trust or
any one or more series thereof may be called and held from time to time
for the purpose of taking action upon any matter requiring the vote or
authority of the Shareholders as herein provided or upon any other matter
deemed by the Trustees to be necessary or desirable. Meetings of the
Shareholders shall be held at such place within the United States as
shall be fixed by the Trustees, and stated in the notice of the meeting.
Meetings of the Shareholders may be called by the Trustees and shall be
called by the Trustees upon the written request of Shareholders owning at
least one-tenth of the outstanding Shares entitled to vote. Shareholders
shall be entitled to at least ten days' written notice of any meeting,
except where the meeting is an adjourned meeting and the date, time and
place of the meeting were announced at the time of the adjournment.
Section 3. Quorum and Action. (a) The Trustees shall set in the By-
Laws the quorum required for the transaction of business by the
Shareholders at a meeting, which quorum shall in no event be less than
thirty percent (30%) of the Shares entitled to vote at such meeting. If
a quorum is present when a duly called or held meeting is convened, the
Shareholders present may continue to transact business until adjournment,
even though the withdrawal of a number of Shareholders originally present
leaves less than the proportion or number otherwise required for a
quorum.
(b) The Shareholders shall take action by the affirmative vote
of the holders of a majority, except in the case of the election of
Trustees which shall only require a plurality, of the Shares present
in person or by proxy and entitled to vote at a meeting of Share-
holders at which a quorum is present, except as may be otherwise
required by any provision of this Declaration of Trust or the By-Laws.
Section 4. Voting. Each whole Share shall be entitled to one vote
as to any matter on which it is entitled to vote and each fractional
Share shall be entitled to a proportionate fractional vote, except that
Shares held in the treasury of the Trust shall not be voted. In the
event that there is more than one series of the Shares, Shares shall be
voted by individual series on any matter submitted to a vote of the
Shareholders of the Trust except as provided in Sections 2(a)(v) and 2(b)
of Article IV. There shall be no cumulative voting in the election of
Trustees or on any other matter submitted to a vote of the Shareholders.
Shares may be voted in person or by proxy. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take any action
required or permitted by law, this Declaration of Trust or the By-Laws of
the Trust to be taken by Shareholders.
Section 5. Action by Written Consent in Lieu of Meeting of
Shareholders. Any action required or permitted to be taken at a meeting
of the Shareholders may be taken without a meeting by written action
signed by all of the Shareholders entitled to vote on that action. The
written action is effective when it has been signed by all of those
Shareholders, unless a different effective time is provided in the
written action.
Article X
Custodian
All securities and cash of the Trust shall be held by one or more
custodians and subcustodians, each meeting the requirements for a
custodian contained in the 1940 Act, or shall otherwise be held in
accordance with the 1940 Act.
Article XI
Distributions and Redemptions
Section 1. Distributions. The Trustees may in their sole discretion
from time to time declare and pay, or may prescribe and set forth in a
duly adopted vote or votes of the Trustees, the bases and time for the
declaration and payment of, such dividends and distributions to
Shareholders as they may deem necessary or desirable, after providing for
actual and accrued expenses and liabilities (including such reserves as
the Trustees may establish) determined in accordance with good accounting
practices.
Section 2. Redemption of Shares. All shares of the Trust shall be
redeemable, at the redemption price determined in the manner set out in
this Declaration. The Trust shall redeem the Shares of the Trust or any
series or class thereof at the price determined as hereinafter set forth,
upon the appropriately verified application of the record holder thereof
(or upon such other form of request as the Trustees may determine) at
such office or agency as may be designated from time to time for that
purpose by the Trustees. The Trustees may from time to time specify
additional conditions, not inconsistent with the 1940 Act, regarding the
redemption of Shares in the Trust's then effective prospectus under the
Securities Act of 1933.
Section 3. Redemption Price. Shares shall be redeemed at their net
asset value (less any applicable redemption fee or sales charge)
determined as set forth in Section 7 of this Article XI as of such time
as the Trustees shall have theretofore prescribed by resolution. In the
absence of such resolution, the redemption price of Shares deposited
shall be the net asset value of such Shares next determined as set forth
in such Section hereof after receipt of such application.
Section 4. Payment. Payment of the redemption price of Shares of
the Trust or any series or class thereof shall be made in cash or in
property or partly in cash and partly in property to the Shareholder at
such time and in the manner, not inconsistent with the 1940 Act or other
applicable laws, as may be specified from time to time in the Trust's
then effective prospectus under the Securities Act of 1933.
Section 5. Redemption of Shareholders Interest. The Trustees, in
their sole discretion, may cause the Trust to redeem all of the Shares of
the Trust or one or more series of the Trust held by any Shareholder if
the value of such Shares held by such Shareholder is less than the
minimum amount established from time to time by the Trustees.
Section 6. Suspension of Right of Redemption. Notwithstanding the
foregoing, the Trust may postpone payment of the redemption price and may
suspend the right of the holders of Shares to require the Trust to redeem
Shares (a) during any period when the New York Stock Exchange (the
"Exchange") is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Trust normally utilizes is
restricted, or an emergency exists as determined by the Commission so
that disposal of the Trust's investments or determination of its net
asset value is not reasonably practicable, or (c) for such other periods
as the Commission may by order, rule or otherwise permit.
Section 7. Determination of Net Asset Value and Valuation of
Portfolio Assets. The Trustees may in their sole discretion from time to
time prescribe and shall set forth in the By-Laws or in a duly adopted
vote or votes of the Trustees such bases and times for determining the
per Share net asset value of the Shares and the valuation of portfolio
assets as they may deem necessary or desirable.
The Trust may suspend the determination of net asset value during
any period when it may suspend the right of the holders of Shares to
require the Trust to redeem Shares.
Article XII
Limitation of Liability and Indemnification
Section 1. Limitation of Liability. No personal liability for any
debt or obligation of the Trust shall attach to any Trustee of the Trust.
Without limiting the foregoing, a Trustee shall not be responsible for or
liable in any event for any neglect or wrongdoing of any officer, agent,
employee, investment adviser, subadviser, principal underwriter or
custodian of the Trust, nor shall any Trustee be responsible or liable
for the act or omission of any other Trustee. Nothing contained herein
shall protect any Trustee against any liability to which such Trustee
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office.
Every note, bond, contract, instrument, certificate, Share or
undertaking and every other act or thing whatsoever executed or done by
or on behalf of the Trust or the Trustees or any of them in connection
with the Trust shall be conclusively deemed to have been executed or done
only in or with respect to their or his capacity as Trustees or Trustee
and neither such Trustees or Trustee nor the Shareholders shall be
personally liable thereon.
Every note, bond, contract, instrument, certificate or undertaking
made or issued by the Trustees or by any officers or officer shall give
notice that this Declaration of Trust is on file with the Secretary of
State of the Commonwealth of Massachusetts, shall recite that the same
was executed or made by or on behalf of the Trust by them as Trustees or
Trustee or as officers or officer and not individually and that the
obligations of such instrument are not binding upon any of them or the
Shareholders individually but are binding only upon the assets and
property of the Trust, and may contain such further recitals as they or
he may deem appropriate, but the omission thereof shall not operate to
bind any Trustees or Trustee or officers or officer or Shareholders or
Shareholder individually.
All persons extending credit to, contracting with or having any
claim against the Trust shall look only to the assets of the Trust for
payment under such credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of the Trust's officers, employees
or agents, whether past, present or future, shall be personally liable
therefor.
Section 2. Trustees' Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretions
thereunder shall be binding upon everyone interested. A Trustee shall be
liable only for his own willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of the office
of Trustee, and for nothing else, and shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees may take advice of
counsel or other experts with respect to the meaning and operation of
this Declaration of Trust and their duties as Trustees hereunder, and
shall be under no liability for any act or omission in accordance with
such advice or for failing to follow such advice. In discharging their
duties, the Trustees, when acting in good faith, shall be entitled to
rely upon the books of account of the Trust and upon written reports made
to the Trustees by any officer appointed by them, any independent public
accountant and (with respect to the subject matter of the contract
involved) any officer, partner or responsible employee of any other party
to any contract entered into hereunder. The Trustees shall not be
required to give any bond as such, nor any surety if a bond is
required.
Section 3. Liability of Third Persons Dealing with Trustees. No
person dealing with the Trustees shall be bound to make any inquiry
concerning the validity of any transaction made or to be made by the
Trustees or to see to the application of any payments made or property
transferred to the Trust or upon its order.
Section 4. Indemnification. Subject to the exceptions and
limitations contained in this Section 4, every person who is, or has
been, a Trustee, officer, employee or agent of the Trust, including
persons who serve at the request of the Trust as directors, trustees,
officers, employees or agents of another organization in which the Trust
has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person"), shall be indemnified by the Trust to
the fullest extent permitted by law against liability and against all
expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes involved as a party or
otherwise by virtue of his being or having been such a Trustee, director,
officer, employee or agent and against amounts paid or incurred by him in
settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by
reason of a final adjudication by the court or other body before
which the proceeding was brought that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office;
(b) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the
reasonable belief that his action was in the best interests of the
Trust; or
(c) in the event of a settlement or other disposition not
involving a final adjudication (as provided in paragraph (a) or (b))
and resulting in a payment by a Covered Person, unless there has
been either a determination that such Covered Person did not engage
in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office by the
court or other body approving the settlement or other disposition,
or a reasonable determination, based on a review of readily
available facts (as opposed to a full trial-type inquiry), that he
did not engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the
Disinterested Trustees then in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect
any other rights to which any Covered Person may now or hereafter be
entitled, shall continue as to a person who has ceased to be such a
Covered Person and shall inure to the benefit of the heirs, executors and
administrators of such a person. Nothing contained herein shall affect
any rights to indemnification to which Trust personnel other than Covered
Persons may be entitled by contract or otherwise under law.
Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding subject to a claim for indemnification under
this Section 4 shall be advanced by the Trust prior to final disposition
thereof upon receipt of an undertaking by or on behalf of the recipient
to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses
arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then
in office act on the matter) or independent legal counsel in a
written opinion shall determine, based upon a review of the readily
available facts (as opposed to a full trial-type inquiry), that
there is reason to believe that the recipient ultimately will be
found entitled to indemnification.
As used in this Section 4, a "Disinterested Trustee" is one (x) who
is not an Interested Person of the Trust (including anyone, as such
Disinterested Trustee, who has been exempted from being an Interested
Person by any rule, regulation or order of the Commission), and (y)
against whom none of such actions, suits or other proceedings or another
action, suit or other proceeding on the same or similar grounds is then
or has been pending.
As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings
(civil, criminal, administrative or other, including appeals), actual or
threatened; and the words "liability" and "expenses" shall include
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
Section 5. Shareholders. No personal liability for any debt or
obligation of the Trust shall attach to any Shareholder or former
Shareholder of the Trust. In case any Shareholder or former Shareholder
of the Trust shall be held to be personally liable solely by reason of
his being or having been a Shareholder and not because of his acts or
omissions or for some other reason, the Shareholder or former Shareholder
(or his heirs, executors, administrators or other legal representatives
or in the case of a corporation or other entity, its corporate or other
general successor) shall be entitled out of the assets of the Trust to be
held harmless from and indemnified against all loss and expense arising
from such liability; provided, however, there shall be no liability or
obligation of the Trust arising hereunder to reimburse any Shareholder
for taxes paid by reason of such Shareholder's ownership of any Share or
for losses suffered by reason of any changes in value of any Trust
assets. The Trust shall, upon request by the Shareholder or former
Shareholder, assume the defense of any claim made against the Shareholder
for any act or obligation of the Trust and satisfy any judgment thereon.
Article XIII
Miscellaneous
Section 1. Termination of Trust. Unless terminated as provided
herein, the Trust shall continue without limitation of time. The Trust
or any series of the Trust may be terminated at any time by the Trustees
by written notice to the Shareholders of the Trust, or such Series as the
case may be, without a vote of the Shareholders of the Trust, or of such
series, or the Trust or any series of the Trust may be terminated by the
affirmative vote of the Shareholders in accordance with Section 1 of
Article IX hereof.
Upon termination of the Trust or any series thereof, after paying or
otherwise providing for all charges, taxes, expenses and liabilities,
whether due or accrued or anticipated, as may be determined by the
Trustees, the Trust shall, in accordance with such procedures as the
Trustees consider appropriate, reduce the remaining assets of the Trust
or of the particular series thereof to distributable form in cash or
other securities, or any combination thereof, and distribute the proceeds
to the holders of the Shares of the Trust or such series in the manner
set forth by resolution of the Trustees.
Section 2. Filing of Copies, References, Headings. The original or
a copy of this instrument and of each amendment hereto shall be kept in
the office of the Trust where it may be inspected by any Shareholder. A
copy of this instrument and of each amendment shall be filed by the
Trustees with the Secretary of State of the Commonwealth of
Massachusetts, as well as any other governmental office where such filing
may from time to time be required, provided, however, that the failure to
so file will not invalidate this instrument or any properly authorized
amendment hereto. Anyone dealing with the Trust may rely on a
certificate by an officer or Trustee of the Trust as to whether or not
any such amendments have been made and as to any matters in connection
with the Trust hereunder, and with the same effect as if it were the
original, may rely on a copy certified by an officer or Trustee of the
Trust to be a copy of this instrument or of any such amendments. In this
instrument or in any such amendment, references to this instrument, and
all expressions like "herein," "hereof' and "hereunder," shall be deemed
to refer to this instrument as a whole and as amended or affected by any
such amendment, and masculine pronouns shall be deemed to include the
feminine and the neuter, as the context shall require. Headings are
placed herein for convenience of reference only, and in case of any
conflict, the text of this instrument, rather than the headings, shall
control. This instrument may be executed in any number of counterparts,
each of which shall be deemed an original.
Section 3. Trustees May Resolve Ambiguities. The Trustees may
construe any of the provisions of this Declaration insofar as the same
may appear to be ambiguous or inconsistent with any other provisions
hereof, and any such construction hereof by the Trustees in good faith
shall be conclusive as to the meaning to be given to such provisions.
Section 4. Amendments. Except as otherwise specifically provided in
this Declaration of Trust, this Declaration of Trust may be amended at
any time by an instrument in writing signed by a majority of the then
Trustees with the consent of Shareholders holding more than fifty percent
(50%) of Shares entitled to vote except that an amendment which in the
determination of the Trustees shall affect the holders of one or more
series or classes of Shares but not the holders of all outstanding series
or classes shall be authorized by vote of the Shareholders holding a
majority of the Shares entitled to vote of each series and class affected
and no vote of Shareholders of a series or class not affected shall be
required. In addition, notwithstanding any other provision to the
contrary contained in this Declaration of Trust, the Trustees may amend
this Declaration of Trust without the vote or consent of Shareholders
(i) at any time if the Trustees deem it necessary in order for the Trust
or any series or class thereby to meet the requirements of applicable
Federal or State laws or regulations, or the requirements of the
regulated investment company provisions of the Internal Revenue Code,
(ii) to designate series or classes or exercise other powers with respect
thereto in accordance with Section 1 and 2 of Article IV hereof, (iii)
change the name of the Trust or to supply any omission, cure any
ambiguity or cure, correct or supplement any defective or inconsistent
provision contained herein, or (iv) for any reason at any time before a
registration statement under the Securities Act of 1933, as amended,
covering the initial public offering of Shares has become effective.
Section 5. Use of the Name. The Trust is adopting its trust name
and the name of its first two Series by permission of Income Achievers,
Inc. ("Income Achievers"), and the Trust's right to use the name "Islamia
Group of Funds" and the names "Islamia Growth Fund" and "Islamia Income
Fund" is subject to the right of Income Achievers or its successors or
assigns at any time to control the usage of the name "Islamia Group of
Funds" and the names "Islamia Growth Fund" and "Islamia Income Fund" by
the Trust and to direct that the Trust stop using the name "Islamia Group
of Funds" and/or the names "Islamia Growth Fund" and "Islamia Income
Fund" in any form or combination as part of its name, service mark, as a
Series of the Trust, and in any literature or reference whatsoever. All
proprietary interest in the names "Islamia Group of Funds," "Islamia
Growth Fund" and "Islamia Income Fund" shall remain exclusively the
property of Income Achievers, and, at the written request of Income
Achievers or its successors or assigns, delivered to the Trust at its
registered office in Boston, Massachusetts, if any, and, if none, at its
principal office, the Trust shall forthwith stop using the name "Islamia
Group of Funds" and/or the names "Islamia Growth Fund" and "Islamia
Income Fund" in accordance with the provisions of such request. The
provisions hereof are binding upon the Trust, its trustees, officers,
Shareholders, creditors, successors or assigns, and all other persons
claiming under or through it. The terms of this Section 5 do not
preclude the use of the names "Islamia Group of Funds" or "Islamia Growth
Fund" and "Islamia Income Fund" by any other person or organization,
whether now existing or hereafter created, to which Income Achievers may
grant the right to such name.
In Witness Whereof, the undersigned, being the sole Trustee(s) of
the Trust, have executed this instrument as of the date first written
above.
/s/ Q. Ali Yar Khan
Qamaruddin Ali Yar Khan
as Trustee
1553 Bloomingdale Road, Suite #900
Glendale Heights, IL 60139
State of Illinois )
) SS.
County of Cook )
Then personally appeared the above-named person(s) who are known to
me to be Trustee(s) of the Trust whose name(s) and signature(s) are
affixed to the foregoing Declaration of Trust and who acknowledged the
same to be his/her free act and deed, before me this 16th day of Dec.
1996.
/s/ Gail O' Brien
Notary Public
My Commission Expires: 3/2/97
Exhibit (b)1(b)
Islamia Group of Funds
Establishment and Designation of Series of
Shares of Beneficial Interest
Pursuant to Section 2 of Article IV of the Declaration of Trust
dated December 16, 1996 (the "Declaration"), of Islamia Group of Funds, a
Massachusetts business trust (the "Trust"), the Trustee of the Trust,
this 4th day of January, 1997 hereby establishes and designates two
series of Shares (as defined in the Declaration) (each a "Fund") to have
the special and relative rights described below.
1. The following two Funds are established and designated:
Islamia Growth Fund
Islamia Income Fund
2. Each Fund shall be authorized to hold cash, invest in
securities, instruments and other property and use investment techniques
as from time to time described in the Trust's then currently effective
registration statement under the Securities Act of 1933 to the extent
pertaining to the offering of Shares of such Fund. Each Share of each
Fund shall be redeemable, shall be entitled to one vote (or fraction
thereof in respect of a fractional share) on matters on which
Shareholders of that Fund may vote in accordance with the Declaration,
shall represent a pro rata beneficial interest in the assets allocated or
belonging to such Fund, and shall be entitled to receive its pro rata
share of the net assets of such Fund upon liquidation of such Fund, all
as provided in Article IV, Sections 2 and 5 of the Declaration. The
proceeds of the sale of Shares of each Fund, together with any income and
gain thereon, less any diminution or expenses thereof, shall irrevocably
belong to such Fund, unless otherwise required by law.
3. Shareholders of each Fund shall vote either separately as a
series on any matter to the extent required by, and any matter shall be
deemed to have been effectively acted upon with respect to such Fund as
provided in, Rule 18f-2, as from time to time in effect, under the
Investment Company Act of 1940, as amended (the "1940 Act"), or any
successor rules, and by the Declaration.
4. The assets and liabilities of the Trust shall be allocated
among each Fund as set forth in Article IV, Section 5 of the Declaration.
5. The designation of the two Funds hereby shall not impair the
power of the Trustees from time to time to designate additional series of
Shares of the Trust.
6. Subject to the applicable provisions of the 1940 Act and the
provisions of Article IV, Sections 2 and 5 of the Declaration, the
Trustees shall have the right at any time and from time to time to
reallocate assets and expenses or to change the designation of each Fund
now or hereafter created, or to otherwise change the special relative
rights of each Fund designated hereby without any action or consent of
the Shareholders.
In Witness Whereof, the undersigned, being the sole Trustee(s) of
the Trust have, executed this instrument as of this 4th day of January,
1997.
/s/ Q. Ali Yar Khan
Qamaruddin Ali Yar Khan
as Trustee
1553 Bloomingdale Road, Suite #900
Glendale Heights, IL 60139
State of Illinois )
) SS.
County of DuPage )
Then personally appeared the above-named person(s) who are known to
me to be Trustee(s) of the Trust whose name(s) and signature(s) are
affixed to the foregoing Declaration of Series and who acknowledged the
same to be his/her free act and deed, before me this 4th day of January,
1997.
/s/ Michael B. Abbott
Notary Public
My Commission Expires: Oct 28, 2000
Exhibit (b)(2)
By-Laws
of
Islamia Group of Funds
Article I
Declaration of Trust
and
Offices
Section 1.1. Declaration of Trust. These By-Laws shall be
subject to the Declaration of Trust, as from time to time in
effect (the "Declaration of Trust"), of Islamia Group of Funds,
the Massachusetts business trust established by the Declaration
of Trust (the "Trust").
Section 1.2. Other Offices. The Trust may have such other
offices and places of business within or without the Commonwealth
of Massachusetts as the Board of Trustees shall determine.
Article II
Shareholders
Section 2.1. Place of Meetings. Meetings of the Shareholders
may be held at such place or places within or without the
Commonwealth of Massachusetts as shall be fixed by the Board of
Trustees and stated in the notice of the meeting.
Section 2.2. Shareholders Meeting. Meetings of the
Shareholders for any purpose or purposes may be called by the
Chairman of the Board, the President, or two or more Trustees,
and must be called at the written request of Shareholders
entitled to cast at least 10 percent of all the votes entitled to
be cast at the meeting, provided such request must state the
purpose or purposes of the meeting. Each call of a meeting shall
state the place, date, hour and purposes of the meeting.
Section 2.3. Notice of Meetings. Notice stating the time,
date, place and purposes of the meeting shall be delivered to
each Shareholder entitled to vote thereon not less than ten nor
more than sixty days prior to the meeting, except where the
meeting is an adjourned meeting and the date, time and place of
the meeting were announced at the time of the adjournment.
Section 2.4. Quorum and Action. (a) The holders of thirty
percent (30%) of the voting power of the shares of beneficial
interest of the Trust (the "Shares") entitled to vote at a
meeting are a quorum for the transaction of business. If a
quorum is present when a duly called or held meeting is convened,
the Shareholders present may continue to transact business until
adjournment, even though the withdrawal of a number of
Shareholders originally present leaves less than the proportion
or number otherwise required for a quorum.
(b) The Shareholders shall take action by the affirmative
vote of the holders of a majority, except in the case of the
election of Trustees which shall only require a plurality, of the
voting power of the Shares present and entitled to vote at a
meeting of Shareholders at which a quorum is present, except as
may be otherwise required by the Investment Company Act of 1940,
as amended (the "1940 Act"), or the Declaration of Trust.
Section 2.5. Voting. At each meeting of the Shareholders,
every holder of Shares then entitled to vote may vote in person
or by proxy and shall have one vote for each Share registered in
his name.
Section 2.6. Proxy Representation. A Shareholder may cast or
authorize the casting of a vote by filing a written appointment
of a proxy with an officer of the Trust at or before the meeting
at which the appointment is to be effective. The appointment of
a proxy is valid for eleven months, unless a longer period is
expressly provided in the appointment. No appointment is
irrevocable unless the appointment is coupled with an interest in
the Shares or in the Trust.
Section 2.7. Adjourned Meetings. Any meeting of Shareholders
may be adjourned to a designated time, date and place by the vote
of the holders of a majority of the Shares present and entitled
to vote there at even though less than a quorum is so present
without any further notice except by announcement at the meeting.
An adjourned meeting may reconvene as designed, and when a quorum
is present any business may be transacted which might have been
transacted at the meeting as originally called.
Article III
Trustees
Section 3.1. Qualifications and Number: Vacancies. Each
Trustee shall be a natural person. A Trustee need not be a
Shareholder, a citizen of the United States, or a resident of the
Commonwealth of Massachusetts. The number of Trustees of the
Trust, their term and election and the filling of vacancies shall
be as provided in the Declaration of Trust.
Section 3.2. Powers. The business and affairs of the Trust
shall be managed under the direction of the Board of Trustees.
All powers of the Trust may be exercised by or under the
authority of the Board of Trustees, except those conferred on or
reserved to the Shareholders by statute, the Declaration of Trust
or these By-Laws.
Section 3.3. Investment Policies. It shall be the duty of the
Board of Trustees to ensure that the purchase, sale, retention
and disposal of portfolio securities and the other investment
practices of the Trust are at all times consistent with the
investment objectives, policies and restrictions with respect to
securities investments and otherwise of the Trust filed from time
to time with the Securities and Exchange Commission and as
required by the 1940 Act, unless such duty is delegated to an
investment adviser pursuant to a written contract, as provided in
the Declaration of Trust. The Trustees, however, may delegate
the duty of management of the assets of the Trust to an
individual or corporate investment adviser or subadviser to act
as investment adviser or subadviser pursuant to a written
contract.
Section 3.4. Meetings. Regular meetings of the Trustees may
be held without notice at such places and at such times as the
Trustees shall fix. Special meetings of the Trustees may be
called by the Chairman of the Board or the President, and shall
be called at the written request of two or more Trustees. Unless
waived by each Trustee, three days' notice of special meetings
shall be given to each Trustee in person, by mail, by telephone,
or by telegram or cable, or by any other means that reasonably
may be expected to provide similar notice. Notice of special
meetings need not state the purpose or purposes thereof.
Meetings of the Trustees may be held at any place within or
outside the Commonwealth of Massachusetts. A conference among
Trustees by any means of communication through which the Trustees
may simultaneously hear each other during the conference
constitutes a meeting of the Trustees or of a committee of the
Trustees, if the notice requirements have been met (or waived)
and if the number of Trustees participating in the conference
would be sufficient to constitute a quorum at such meeting.
Participation in such meeting by that means constitutes presence
in person at the meeting.
Section 3.5. Quorum and Action. A majority of the Trustees
currently holding office, or in the case of a meeting of a
committee of the Trustees, a majority of the members of such
committee, shall constitute a quorum for the transaction of
business at any meeting. If a quorum is present when a duly
called or held meeting is convened, the Trustees present may
continue to transact business until adjournment, even though the
withdrawal of a number of Trustees originally present leaves less
than the proportion or number otherwise required for a quorum.
At any duly held meeting at which a quorum is present, the
affirmative vote of the majority of the Trustees present shall be
the act of the Trustees or the committee, as the case may be, on
any question, except where the act of a greater number is
required by these By-Laws or by the Declaration of Trust.
Section 3.6. Action by Written Consent in Lieu of Meetings of
Trustees. An action which is required or permitted to be taken
at a meeting of the Trustees or a committee of the Trustees may
be taken by written action signed by the number of Trustees that
would be required to take the same action at a meeting of the
Trustees or committee, as the case may be, at which all Trustees
were present. The written action is effective when signed by the
required number of Trustees, unless a different effective time is
provided in the written action. When written action is taken by
less than all Trustees, all Trustees shall be notified
immediately of its text and effective date.
Section 3.7. Committees. The Trustees, by resolution adopted
by the affirmative vote of a majority of the Trustees, may
designate from their members an Executive Committee, an Audit
Committee and any other committee or committees, each such
committee to consist of two or more Trustees and to have such
powers and authority (to the extent permitted by law) as may be
provided in such resolution. Any such committee may be
terminated at any time by the affirmative vote of a majority of
the Trustees.
Article IV
Officers
Section 4.1. Number and Qualifications. The officers of the
Trust shall include a Chairman of the Board, a President, a
Controller, a Treasurer, a Secretary and such other officers, if
any, as the Trustees may from time to time in their discretion
elect or appoint (including one or more Vice Presidents, one of
which may be designated an Executive Vice President). Any two or
more offices may be held by the same person. Unless otherwise
determined by the Trustees, the Chairman, the President, the
Treasurer and the Secretary shall be elected annually by the
Trustees at their first meeting in each calendar year or at such
later meeting in such year as the Trustees shall determine.
Other officers and or agents, if any, may be elected or appointed
by the Trustees at said meeting or at any other time. The
Chairman, President, Treasurer and Secretary shall serve until
the next election and until his successor shall have been duly
elected and qualified, or until his death, or until he shall have
resigned or have been removed, as hereinafter provided in these
By-Laws. Each other officer shall hold office and each agent
shall retain his or her authority at the pleasure of the
Trustees. The Trustees may from time to time elect, or delegate
to the Chairman of the Board or the President, or both, the power
to appoint, such officers (including one or more Assistant Vice
Presidents, one or more Assistant Treasurers and one or more
Assistant Secretaries) and such agents as may be necessary or
desirable for the business of the Trust. Such other officers
shall hold office for such terms as may be prescribed by the
Trustees or by the appointing authority.
Section 4.2. Resignations. Any officer of the Trust may
resign at any time by giving written notice of his resignation to
the Trustees, the Chairman of the Board, the President or the
Secretary. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective
shall not be specified therein, immediately upon its receipt,
and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 4.3. Removal. An officer may be removed at any time,
with or without cause, by a resolution approved by the
affirmative vote of a majority of the Trustees present at a duly
convened meeting of the Trustees.
Section 4.4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause,
may be filled for the unexpired portion of the term by the
Trustees, or in the manner determined by the Trustees.
Section 4.5. The Chairman of the Board. The Chairman of the
Board shall be elected from among the Trustees. He shall be the
chief executive officer of the Trust and shall:
(a) have general active management of the business of
the Trust (subject to control of the Trustees);
(b) when present, preside at all meetings of the
Trustees and of the Shareholders;
(c) see that all orders and resolutions of the
Trustees are carried into effect;
(d) sign and deliver in the name of the Trust any
deeds, mortgages, bonds, contracts or other instruments
pertaining to the business of the Trust, except in cases in which
the authority to sign and deliver is required by law to be
exercised by another person or is expressly delegated by the
Declaration of Trust or By-Laws or by the Trustees to some other
officer or agent of the Trust; and
(e) maintain records of and, whenever necessary,
certify all proceedings of the Trustees and the Shareholders.
The Chairman of the Board shall be authorized to do or cause to
be done all things necessary or appropriate, including
preparation, execution and filing of any documents to effectuate
the registration from time to time of the Shares of the Trust
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended. He shall perform all duties
incident to the office of Chairman of the Board and such other
duties as from time to time may be assigned to him by the
Trustees or by these By-Laws.
Section 4.6. The President. The President shall be the chief
operating officer of the Trust and, subject to the Chairman of
the Board, he shall have general authority over and general
management and control of the business and affairs of the Trust.
In general, he shall discharge all duties incident to the office
of the chief operating officer of the Trust and such other duties
as may be prescribed by the Trustees and the Chairman of the
Board from time to time. In the absence of the Chairman of the
Board or in the event of his disability, or inability to act or
to continue to act, the President shall perform the duties of the
Chairman of the Board and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the
Chairman of the Board.
Section 4.7. Executive Vice-President. In the case of the
absence or inability to act by the President and the Chairman of
the Board, any Executive Vice-President shall perform the duties
of the President and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. Any
Executive Vice-President shall perform all duties incident to the
office of Executive Vice-President and such other duties as from
time to time may be assigned to him by the Trustees, the
President or these By-Laws.
Section 4.8. Vice Presidents. Any Vice-President shall
perform all such duties as from time to time may be assigned to
him by the Trustees, the Chairman of the Board or the President.
Section 4.9. Controller. The Controller shall:
(a) keep accurate financial records for the Trust;
(b) render to the Chairman of the Board, the President
and the Trustees, whenever requested, an account of all
transactions by and of the financial condition of the Trust; and
(c) in general, perform all the duties incident to the
office of Controller and such other duties as from time to time
may be assigned to him by the Trustees, the Chairman of the Board
or the President.
Section 4.10. Treasurer. The Treasurer shall:
(a) have charge and custody of, and be responsible
for, all the funds and securities of the Trust, except those
which the Trust has placed in the custody of a bank or trust
company pursuant to a written agreement designating such bank or
trust company as custodian of the property of the Trust, as
required by Section 6.5 of these By-Laws;
(b) deposit all money, drafts, and checks in the name
of and to the credit of the Trust in the banks and depositories
designated by the Trustees;
(c) endorse for deposit all notes, checks, and drafts
received by the Trust making proper vouchers therefor;
(d) disburse corporate funds and issue checks and
drafts in the name of the Trust, as ordered by the Trustees; and
(e) in general, perform all the duties incident to the
office of Treasurer and such other duties as from time to time
may be assigned to him by the Trustees, the Chairman of the Board
or the President.
Section 4.11. Secretary. The Secretary shall:
(a) keep or cause to be kept in one or more books
provided for the purpose the minutes of all meetings of the
Trustees, the committees of the Trustees and the Shareholders;
(b) see that all notices are duly given in accordance
with the provisions of these By-Laws and as required by statute;
(c) be custodian of the records of the Trust;
(d) see that the books, reports, statements,
certificates and other documents and records required by statute
to be kept and filed are properly kept and filed; and
(e) in general, perform all the duties incident to the
office of Secretary and such other duties as from time to time
may be assigned to him by the Trustees, the Chairman of the Board
or the President.
Section 4.12. Salaries. The salaries of all officers shall be
fixed by the Trustees.
Article V
Shares
Section 5.1. Share Certificates. No certificates certifying
the ownership of shares shall be issued except as the Trustees
may otherwise authorize. In the event that the Trustees
authorize the issuance of share certificates, subject to the
provisions of Section 5.2, each Shareholder shall be entitled to
a certificate stating the number of shares owned by him or her,
in such form as shall be prescribed from time to time by the
Trustees. Such certificates shall be signed in the name of the
Trust by the Chairman of the Board, the President, the Executive
Vice President or a Vice President and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer
(which signatures may be either manual or facsimile, engraved or
printed). In case any officer who shall have signed such
certificate shall have ceased to be such officer before such
certificates shall be issued, they may nevertheless be issued by
the Trust with the same effect as if such officer were still in
office at the date of their issuance.
In lieu of issuing certificates for shares, the Trustees or the
transfer or shareholder services agent may either issue receipts
therefor or may keep accounts upon the books of the Trust for the
record holders of such shares, who shall in either case be
deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such
certificates and shall be held to have expressly assented and
agreed to the terms hereof.
Section 5.2. Discontinuance of Issuance of Certificates. If
the Trustees authorize the issuance of certificates, the Trustees
may at any time discontinue the issuance of share certificates
and may, by written notice to each shareholder, require the
surrender of share certificates to the Trust for cancellation.
Such surrender and cancellation shall not affect the ownership of
shares in the Trust.
Section 5.3. Books and Records; Inspection. The Trust shall
keep at its principal executive office, or at another place or
places within the United States determined by the Trustees, a
share register not more than one year old, containing the names
and addresses of the shareholders and the number of Shares held
by each Shareholder. The Trust shall also keep, at its principal
executive office, or at another place or places within the United
States determined by the Trustees, a record of the dates on which
Shares were issued.
Section 5.4. Share Transfers. Upon compliance with any
provisions restricting the transferability of Shares that may be
set forth in the Declaration of Trust, these By-Laws, or any
resolution or written agreement in respect thereof, transfers of
Shares of the Trust shall be made only on the books of the Trust
by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with an
officer of the Trust, or with a transfer agent or a registrar and
on surrender of any certificate or certificates for such Shares
properly endorsed and the payment of all taxes thereon. Except
as may be otherwise provided by law or these By-Laws, the person
in whose name Shares stand on the books of the Trust shall be
deemed the owner thereof for all purposes as regards the Trust;
provided that whenever any transfer of Shares shall be made for
collateral security, and not absolutely, such fact, if known to
an officer of the Trust, shall be so expressed in the entry of
transfer.
Section 5.5. Regulations. The Trustees may make such
additional rules and regulations, not inconsistent with these By-
Laws, as they may deem expedient concerning the issue,
certification, transfer and registration of Shares of the Trust.
They may appoint, or authorize any officer or officers to
appoint, one or more transfer agents or one or more transfer
clerks and one or more registrars and may require all
certificates for Shares (if any) to bear the signature or
signatures of any of them.
Section 5.6. Lost, Destroyed or Mutilated Certificates. The
holder of any certificate representing Shares of the Trust shall
immediately notify the Trust of any loss, destruction or
mutilation of such certificate, and the Trust may issue a new
certificate in the place of any certificate theretofore issued by
it which the owner thereof shall allege to have been lost or
destroyed or which shall have been mutilated, and the Trustees
may, in their discretion, require such owner or his legal
representatives to give to the Trust a bond in such sum, limited
or unlimited, and in such form and with such surety or sureties
as the Trustees in their absolute discretion shall determine, to
indemnify the Trust against any claim that may be made against it
on account of the alleged loss or destruction of any such
certificate, or the issuance of a new certificate. Anything
herein to the contrary notwithstanding, the Trustees, in their
absolute discretion, may refuse to issue any such new
certificate, except as otherwise required by law.
Section 5.7. Record Date: Certification of Beneficial Owner.
(a) The Trustees may fix a date not more than ninety
days before the date of a meeting of Shareholders as the date
for the determination of the holders of Shares entitled to notice
of and entitled to vote at the meeting or any adjournment thereof.
(b) The Trustees may fix a date for determining
Shareholders entitled to receive payment of any dividend or
distribution or allotment of any rights or entitled to exercise
any rights in respect of any change, conversion or exchange of
Shares.
(c) In the absence of such fixed record date, (i) the
date for determination of Shareholders entitled to notice of and
entitled to vote at a meeting of Shareholders shall be the later
of the close of business on the day on which notice of the
meeting is mailed or the thirtieth day before the meeting, and
(ii) the date for determining Shareholders entitled to receive
payment of any dividend or distribution or an allotment of any
rights or entitled to exercise any rights in respect of any
change, conversion or exchange of Shares shall be the close of
business on the day on which the resolution of the Trustees is
adopted.
(d) A resolution approved by the affirmative vote of a
majority of the Trustees present may establish a procedure
whereby a Shareholder may certify in writing to the Trust that
all or a portion of the Shares registered in the name of the
Shareholder are held for the account of one or more beneficial
owners. Upon receipt by the Trust of the writing, the persons
specified as beneficial owners, rather than the actual
Shareholders, are deemed the Shareholders for the purposes
specified in the writing.
Article VI
Miscellaneous
Section 6.1. Fiscal Year. The fiscal year of the Trust shall
be as fixed by the Trustees of the Trust.
Section 6.2. Notice and Waiver of Notice. (a) Any notice of a
meeting required to be given under these By-Laws to Shareholders
or Trustees, or both, may be waived by any such person (i) orally
or in writing signed by such person before, at or after the
meeting or (ii) by attendance at the meeting in person or, in the
case of a Shareholder, by proxy.
(b) Except as otherwise specifically provided herein, all
notices required by these By-Laws shall be printed or written,
and shall be delivered either personally, by telecopy, telegraph
or cable, or by mail or courier or delivery service, and, if
mailed, shall be deemed to be delivered when deposited in the
United States mail, postage prepaid, addressed to the Shareholder
or Trustee at his address as it appears on the records of the
Trust.
Article VII
Amendments
Section 7.1. These By-Laws may be amended or repealed, or new
By-Laws may be adopted, by the Trustees at any meeting thereof or
by action of the Trustees by written consent in lieu of a
meeting.
Exhibit (b)5(a)
Management Agreement
Between
Islamia Group of Funds
and
Income Achievers, Inc.
Islamia Group of Funds, a Massachusetts business trust registered
under the Investment Company Act of 1940 (the "1940 Act") as an
open-end diversified management series investment company (the
"Trust"), hereby appoints Income Achievers, Inc., an Illinois
corporation registered under the Investment Advisers Act of 1940
as an investment adviser (the "Manager"), to furnish investment
advisory and management services and certain administrative
services with respect to the assets represented by the shares of
beneficial interest issued in each series listed in Schedule A
hereto, as such schedule may be amended from time to time (each
such series hereinafter referred to as the "Fund"). The Trust and
the Manager hereby agree that:
1. Investment Management Services. The Manager shall
manage the investment operations of the Trust and each Fund,
subject to the terms of this Agreement and to the supervision and
control of the Trust's Board of Trustees (the "Trustees"). The
Manager agrees to perform, or arrange for the performance of, the
following services with respect to each Fund:
(a) to obtain and evaluate such information relating to
economies, industries, businesses, securities and commodities
markets, and individual securities, commodities and indices as it
may deem necessary or useful in discharging its responsibilities
hereunder;
(b) to formulate and maintain a continuous investment
program in a manner consistent with and subject to (i) the
Trust's Declaration of Trust and By-laws; (ii) the Fund's
investment objectives, policies, and restrictions as set forth in
written documents furnished by the Trust to the Manager; (iii)
all securities, commodities, and tax laws and regulations
applicable to the Fund and Trust; and (iv) any other written
limits or directions furnished by the Trustees to the Manager;
(c) unless otherwise directed by the Trustees, to determine
from time to time securities, commodities, interests or other
investments to be purchased, sold, retained or lent by the Fund,
and to implement those decisions, including the selection of
entities with or through which such purchases, sales or loans are
to be effected;
(d) to use reasonable efforts to manage the Fund so that it
will qualify as a regulated investment company under subchapter M
of the Internal Revenue Code of 1986, as amended;
(e) to make the recommendations as to the manner in which
voting rights, rights to consent to the Trust or the Fund, and
any other rights pertaining to the Trust or the Fund shall be
exercised;
(f) to make available to the Trust promptly upon request
all of the Fund's records and ledgers and any reports or
information reasonably requested by the Trust; and
(g) to the extent required by law, to furnish to regulatory
authorities any information or reports relating to the services
provided pursuant to this Agreement.
Except as otherwise instructed from time to time by the Trustees,
with respect to execution of transactions for the Trust on behalf
of a Fund, the Manager shall place, or arrange for the placement
of, all orders for purchases, sales, or loans with issuers,
brokers, dealers or other counterparts or agents selected by the
Manager. In connection with the selection of all such parties
for the placement of all such orders, the Manager shall attempt
to obtain most favorable execution and price, but may
nevertheless in its sole discretion as a secondary factor,
purchase and sell portfolio securities from and to brokers and
dealers who provide the Manager with statistical, research and
other information, analysis, advice, and similar services. In
recognition of such services or brokerage services provided by a
broker or dealer, the Manager is hereby authorized to pay such
broker or dealer a commission or spread in excess of that which
might be charged by another broker or dealer for the same
transaction if the Manager determines in good faith that the
commission or spread is reasonable in relation to the value of
the services so provided. The Manager may also act as broker to
execute trades on behalf of a Fund subject to the above policies
and applicable federal and state securities laws.
The Trust hereby authorizes any entity or person associated with
the Manager that is a member of a national securities exchange to
effect any transaction on the exchange for the account of a Fund
to the extent permitted by and in accordance with Section 11(a)
of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder. The Trust hereby consents to the retention by such
entity or person of compensation for such transactions in
accordance with Rule 11a-2-2(T)(a)(iv).
Transactions for each Fund managed by the Manager generally will
be effected independently. The Manager, however, may, where it
deems to be advisable, aggregate orders for its other customers
together with any securities of the same type to be sold or
purchased for the Trust or one or more Funds in order to obtain
best execution or lower brokerage commissions. In such event,
the Manager shall allocate the shares so purchased or sold, as
well as the expenses incurred in the transaction, in a manner it
considers to be equitable and fair and consistent with its
fiduciary obligations to the Trust, the Funds, and the Manager's
other customers.
The Manager shall for all purposes be deemed to be an independent
contractor and not an agent of the Trust and shall, unless
otherwise expressly provided or authorized, have no authority to
act for or represent the Trust in any way.
2. Administrative Services. Subject to the terms of this
Agreement and to the supervision and control of the Trustees, the
Manager shall provide to the Trust facilities, equipment,
statistical and research data, clerical, accounting and
bookkeeping services, internal auditing and legal services, and
personnel to carry out all management services required for
operation of the business and affairs of the Funds other than
those services to be performed by the Trust's Distributor
pursuant to the Distribution Agreement, those services to be
performed by the Trust's Custodian pursuant to the Custody
Agreement, those services to be performed by the Trust's Transfer
Agent pursuant to the Transfer Agency Agreement, those services
to be provided by the Trust's accountant pursuant to the
Accounting Agreement and those services normally performed by the
Trust's counsel and auditors.
3. Use of Affiliated Companies and Subcontractors. In
connection with the services to be provided by the Manager under
this Agreement, the Manager may, to the extent it deems
appropriate, and subject to compliance with the requirements of
applicable laws and regulations, make use of (i) its affiliated
companies and their directors, trustees, officers, and employees
and (ii) subcontractors selected by the Manager, provided that
the Manager shall supervise and remain fully responsible for the
services of all such third parties in accordance with and to the
extent provided by this Agreement. All costs and expenses
associated with services provided by any such third parties shall
be borne by the Manager of such parties.
4. Expenses Borne by the Trust. Except to the extent
expressly assumed by the Manager herein or under a separate
agreement between the Trust and the Manager and except to the
extent required by law to be paid by the Manager, the Manager
shall not be obligated to pay any costs or expenses incidental to
the organization, operations or business of the Trust. Without
limitation, such costs and expenses shall include but not be
limited to:
(a) all charges of depositories, custodians and other
agencies for the safekeeping and servicing of its cash,
securities, and other property;
(b) all charges for equipment or services used for
obtaining price quotations or for communication between the
Manager or the Trust and the custodian, transfer agent or any
other agent selected by the Trust;
(c) all charges for and accounting services provided to the
Trust by the Manager, or any other provider of such services;
(d) all charges for services of the Trust's independent auditors
and for services to the Trust by legal counsel;
(e) all compensation of the Trustees, other than those
affiliated with the Manager, all expenses incurred in connection
with their services to the Trust, and all expenses of meetings of
the Trustees or committees thereof;
(f) all expenses incidental to holding meetings of holders
of shares of interest in the Trust ("Shareholders"), including
printing and of supplying each record-date Shareholder with
notice and proxy solicitation material, and all other proxy
solicitation expenses;
(g) all expenses of printing of annual or more frequent
revisions of the Trust prospectus(es) and of supplying each then-
existing Shareholder with a copy of a revised prospectus;
(h) all expenses related to preparing and transmitting
certificates (if any) representing the Trust shares;
(i) all expenses of bond and insurance coverage required by
law or deemed advisable by the Board of Trustees;
(j) all brokers' commissions and other normal charges
incident to the purchase, sale, or lending of portfolio
securities;
(k) all taxes and governmental fees payable to Federal,
state or other governmental agencies, domestic or foreign,
including all stamp or other transfer taxes;
(l) all expenses of registering and maintaining the
registration of the Trust under the 1940 Act and, to the extent
no exemption is available, expenses of registering the Trust's
shares under the 1933 Act, of qualifying and maintaining
qualification of the Trust and of the Trust's shares for sale
under securities laws of various states or other jurisdictions
and of registration and qualification of the Trust under all
other laws applicable to the Trust or its business activities;
(m) all interest on indebtedness, if any, incurred by the
Trust or a Fund; and
(n) all fees, dues and other expenses incurred by the Trust
in connection with membership of the Trust in any trade
association or other investment company organization.
5. Allocation of Expenses Borne by the Trust. Any
expenses borne by the Trust that are attributable solely to the
organization, operation or business of a Fund shall be paid
solely out of Fund assets. Any expense borne by the Trust which
is not solely attributable to a Fund, nor solely to any other
series of shares of the Trust, shall be apportioned in such
manner as the Manager determines is fair and appropriate, or as
otherwise specified by the Board of Trustees.
6. Expenses Borne by the Manager. The Manager at its own
expense shall furnish all executive and other personnel, office
space, and office facilities required to render the investment
management and administrative services set forth in this
Agreement.
In the event that the Manager pays or assumes any expenses of the
Trust or a Fund not required to be paid or assumed by the Manager
under this Agreement, the Manager shall not be obligated hereby
to pay or assume the same or similar expense in the future;
provided that nothing contained herein shall be deemed to relieve
the Manager of any obligation to the Trust or a Fund under any
separate agreement or arrangement between the parties.
7. Management Fee. For the services rendered, facilities
provided, and charges assumed and paid by the Manager hereunder,
the Trust shall pay to the Manager out of the assets of each Fund
fees at the annual rate for such Fund as set forth in Schedule B
to this Agreement. For each Fund, the management fee shall
accrue on each calendar day, and shall be payable monthly on the
first business day of the next succeeding calendar month. The
daily fee accrual shall be computed by multiplying the fraction
of one divided by the number of days in the calendar year by the
applicable annual rate of fee, and multiplying this product by
the net assets of the Fund, determined in the manner established
by the Board of Trustees, as of the close of business on the last
preceding business day on which the Fund's net asset value was
determined.
8. Retention of Sub-Adviser. Subject to obtaining the
initial and periodic approvals required under Section 15 of the
1940 Act, the Manager may retain one or more sub-advisers at the
Manager's own cost and expense for the purpose of furnishing one
or more of the services described in Section 1 hereof with
respect to the Trust or one or more Funds. Retention of a sub-
adviser shall in no way reduce the responsibilities or
obligations of the Manager under this Agreement, and the Manager
shall be responsible to the Trust and its Funds for all acts or
omissions of any sub-adviser in connection with the performance
of the Manager's duties hereunder.
9. Non-Exclusivity. The services of the Manager to the
Trust hereunder are not to be deemed exclusive and the Manager
shall be free to render similar services to others.
10. Standard of Care. The Manager shall not be liable for
any loss sustained by reason of the purchase, sale or retention
of any security, whether or not such purchase, sale or retention
shall have been based upon the investigation and research made by
any other individual, firm or corporation, if such recommendation
shall have been selected with due care and in good faith, except
loss resulting from willful misfeasance, bad faith, or gross
negligence on the part of the Manager in the performance of its
obligations and duties, or by reason of its reckless disregard of
its obligations and duties under this Agreement.
11. Amendment. This Agreement may not be amended as to the
Trust or any Fund without the affirmative votes (a) of a majority
of the Board of Trustees, including a majority of those Trustees
who are not "interested persons" of the Trust or of the Manager,
voting in person at a meeting called for the purpose of voting on
such approval, and (b) of a "majority of the outstanding shares"
of the Trust or, with respect to any amendment affecting an
individual Fund, a "majority of the outstanding shares" of that
Fund. The terms "interested persons" and "vote of a majority of
the outstanding shares" shall be construed in accordance with
their respective definitions in the 1940 Act and, with respect to
the latter term, in accordance with Rule 18f-2 under the 1940
Act.
12. Effective Date and Termination. This Agreement shall
become effective as to any Fund as of the effective date for that
Fund specified in Schedule A hereto. This Agreement may be
terminated at any time, without payment of any penalty, as to any
Fund by the Board of Trustees of the Trust, or by a vote of a
majority of the outstanding shares of that fund, upon at least
sixty (60) days' written notice to the Manager. This Agreement
may be terminated by the Manager at any time upon at least sixty
(60) days' written notice to the Trust. This Agreement shall
terminate automatically in the event of its "assignment" (as
defined in the 1940 Act). Unless terminated as provided above,
this Agreement shall continue in effect with respect to any Fund
until the end of the initial term applicable to that Fund
specified in Schedule A and thereafter from year to year only so
long as such continuance is specifically approved with respect to
that Fund at least annually (a) by a majority of those Trustees
who are not interested persons of the Trust or of the Manager,
voting in person at a meeting called for the purpose of voting on
such approval, and (b) by either the Board of Trustees of the
Trust or by a "vote of a majority of the outstanding shares" of
the Fund.
13. Ownership of Records; Interparty Reporting. All
records required to be maintained and preserved by the Trust
pursuant to the provisions of rules or regulations of the
Securities and Exchange Commission under Section 31(a) of the
1940 Act or other applicable laws or regulations which are
maintained and preserved by the Manager on behalf of the Trust
and any other records the parties mutually agree shall be
maintained by the Manager on behalf of the Trust, are the
property of the Trust and shall be surrendered by the Manager
promptly on request by the Trust; provided that the Manager may
at its own expense make and retain copies of any such records.
The Trust shall furnish or otherwise make available to the
Manager such copies of the financial statements, proxy
statements, reports, and other information relating to the
business and affairs of each Fund as the Manager may, at any time
or from time to time, reasonably require in order to discharge
its obligations under this Agreement.
The Manager shall prepare and furnish to the Trust as to each
Fund statistical data and other information in such form and at
such intervals as the Trust may reasonably request.
14. Non-Liability of Trustees and Shareholders. Any
obligation of the Trust hereunder shall be binding only upon the
assets of the Trust (or the applicable Fund thereof) and shall
not be binding upon any Trustee, officer, employee, agent or
shareholder of the Trust. Neither the authorization of any
action by the Trustees or shareholders of the Trust nor the
execution of this Agreement on behalf of the Trust shall impose
any liability upon any Trustee or any shareholder.
15. References and Headings. In this Agreement and in any
such amendment, references to this Agreement and all expressions
such as "herein," "hereof," and "hereunder'" shall be deemed to
refer to this Agreement as amended or affected by any such
amendments. Headings are placed herein for convenience of
reference only and shall not be taken as a part hereof or control
or affect the meaning, construction, or effect of this Agreement.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
Dated: ____________, 1997
Islamia Group of Funds
Attest By___________________________
Income Achievers, Inc.
Attest By___________________________
Islamia Group of Funds
Schedule A
The Funds of the Trust currently subject to this Agreement and
the effective date of each are as follows:
Fund Effective Date
Islamia Growth Fund ________________________
Islamia Income Fund ________________________
Islamia Group of Funds
Management Agreement
Schedule B
Compensation pursuant to Section 7 of this Agreement shall be
calculated with respect to each Fund in accordance with the
following rate: .80 of 1% of the average daily net assets of the
Fund annually.
Exhibit (b)6(a)
DISTRIBUTION AGREEMENT
Agreement made as of this _____ day of _____________, 1997 between
Islamia Group of Funds, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Fund"), and Income Achievers, Inc., a
Delaware corporation (the "Underwriter").
W I T N E S S E T H
In consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints the Underwriter its agent for the
distribution of shares of beneficial interest, par value $.01 per
share, including such series or classes of shares as may now or
hereafter be authorized (the "Shares") in jurisdictions wherein
Shares may legally be offered for sale; provided, however, that the
Fund, in its absolute discretion, may: (a) issue or sell Shares
directly to holders of Shares of the Fund upon such terms and
conditions and for such consideration, if any, as it may determine,
whether in connection with the distribution of subscription or
purchase rights, the payment or reinvestment of dividends or
distributions, or otherwise; and (b) issue or sell Shares at net
asset value in connection with merger or consolidation with, or
acquisition of the assets of, other investment companies or similar
companies.
2. The Underwriter hereby accepts appointment as agent for
the distribution of the Shares and agrees that it will use its best
efforts to sell such part of the authorized Shares remaining
unissued as from time to time shall be effectively registered under
the Securities Act of 1933 ("Securities Act"), at prices determined
as hereinafter provided and on terms hereinafter set forth, all
subject to applicable Federal and State laws and regulations and to
the Declaration of Trust of the Fund.
3. The Fund agrees that it will use its best efforts to keep
effectively registered under the Securities Act for sale, as herein
contemplated, such Shares as the Underwriter shall reasonably
request and as the Securities and Exchange Commission shall permit
to be so registered.
4. Notwithstanding any other provision hereof, the Fund may
terminate, suspend, or withdraw the offering of the Shares, or
Shares of any series or class, whenever, in its sole discretion, it
deems such action to be desirable.
5. The Underwriter shall sell Shares directly to retail
customers or, to or through, brokers, dealers, banks or other
qualified financial intermediaries (hereinafter referred to as
"dealers"), in such manner not inconsistent with the provisions
hereof and the then effective Registration Statement of the Fund
under the Securities Act (and related Prospectus and Statement of
Additional Information) as the Underwriter may determine from time
to time, provided that no dealer, or other person, shall be
appointed or authorized to act as agent of the Fund without the
prior consent of the Fund. The Underwriter shall have the right to
enter into agreements with dealers of its choice for the sale of
Shares and fix therein the portion of the sales charge which may be
allocated to such dealers; provided that the Fund shall approve the
form of such agreements and shall evidence such approval by filing
said form and any amendments thereto as attachments to this
Agreement, which shall be filed as an exhibit to the Fund's
currently effective registration statement under the Securities Act.
Shares sold to dealers shall be for resale by such dealers only at
the public offering price(s) set forth in the Fund's then current
Prospectus. The current form of such agreements are attached hereto
as Exhibit 1.
6. Shares offered for sale, or sold by the Underwriter, shall
be so offered or sold at a price per Share determined in accordance
with the then current Prospectus relating to the sale of Shares
except as departure from such prices shall be permitted by the rules
and regulations of the Securities and Exchange Commission. Any
public offering price shall be the net asset value per Share plus a
sales charge of not more than the percentage of such public offering
price set forth in attached Schedule A (as may be amended from time
to time). Shares may be sold at net asset value without a sales
charge to such class or classes of investors or in such class or
classes of transactions as may be permitted under applicable rules
of the Securities and Exchange Commission and as described in the
then current Prospectus of the Fund. The net asset value per Share
of each series or class shall be calculated in accordance with the
Declaration of Trust of the Fund and shall be determined in the
manner, and at the time, set forth in the then current Prospectus of
the Fund relating to such Shares.
7. The price the Fund shall receive for all Shares purchased
from the Fund shall be the net asset value used in determining the
public offering price applicable to the sale of such Shares. The
excess, if any, of the sales price over the net asset value of
Shares sold by the Underwriter as agent shall be retained by the
Underwriter as a commission for its services hereunder. Out of such
commission, the Underwriter may allow commissions or concessions to
dealers in such amounts as the Underwriter shall determine from time
to time. Except as may be otherwise determined by the Underwriter
and the Fund from time to time, such commissions or concessions
shall be uniform to all dealers.
8. The Underwriter shall issue and deliver, or cause to be
issued and delivered, on behalf of the Fund such confirmations of
sales made by it as agent, pursuant to this Agreement, as may be
required. At, or prior to, the time of issuance of Shares, the
Underwriter will pay, or cause to be paid, to the Fund the amount
due the Fund for the sale of such Shares. Certificates shall not be
issued. Shares, however, will be registered on the transfer books
of the Fund, in such names and denominations as the Underwriter may
specify.
9. The Fund will execute any and all documents, and furnish
any and all information, which may be reasonably necessary in
connection with the qualification of the Shares for sale (including
the qualification of the Fund as a dealer, where necessary or
Page 2
advisable) in such states as the Underwriter may reasonably request
(it being understood that the Fund shall not be required, without
its consent, to comply with any requirement which, in its opinion,
is unduly burdensome).
10. The Fund will furnish to the Underwriter, from time to
time, such information with respect to the Fund and the Shares as
the Underwriter may reasonably request for use in connection with
the sale of Shares. The Underwriter agrees that it will not use or
distribute, nor will it authorize dealers or others to use,
distribute or disseminate, in connection with the sale of such
Shares, any statements other than those contained in the Fund's
current Prospectus and Statement of Additional Information, except
such supplemental literature or advertising as shall be lawful under
Federal and State securities laws and regulations, and that it will
furnish the Fund with copies of all such material.
11. The Underwriter shall order Shares from the Fund only to
the extent that it shall have received purchase orders therefor.
The Underwriter will not make, nor authorize any dealers or others,
to make: (a) any short sale of Shares; or (b) any sale of Shares to
any officer or trustee of the Fund, nor to any officer or trustee of
the Underwriter, or of any corporation or association furnishing
investment advisory, managerial, or supervisory services to the
Fund, nor to any such corporation or association, unless such sales
are made in accordance with the then current Prospectus relating to
the sale of such Shares.
12. In selling Shares for the account of the Fund, the
Underwriter will in all respects conform to the requirements of all
Federal and State laws and the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. relating to such
sales, and will indemnify and save harmless the Fund from any damage
or expense on account of any wrongful act by the Underwriter or any
employee, representative, or agent of the Underwriter. The
Underwriter will observe and be bound by all the provisions of the
Declaration of Trust of the Fund (and of any fundamental policies
adopted by the Fund pursuant to the Investment Company Act of 1940,
notice of which shall have been given by the Fund to the
Underwriter) which at the time in any way require, limit, restrict,
prohibit or otherwise regulate any action on the part of the
Underwriter.
13. The Underwriter will require each dealer to conform to the
provisions hereof and of the Registration Statement (and related
Prospectus) at the time in effect under the Securities Act with
respect to the public offering price of the Shares, and neither the
Underwriter nor any such dealer shall withhold the placing of
purchase orders so as to make a profit thereby.
14. The Fund will pay, or cause to be paid, expenses
(including the fees and disbursements of its own counsel) of any
registration of Shares under the federal securities laws, expenses
of qualifying or continuing the qualification of the Shares for sale
and, in connection therewith, of qualifying or continuing the
qualification of the Fund as a dealer or broker under the laws of
such states as may be designated by the Underwriter under the
Page 3
conditions herein specified, and expenses incident to the issuance
of the Shares such as issue taxes, and fees of the transfer and
shareholder service agent. The Underwriter will pay, or cause to be
paid, all expenses (other than expenses which any dealer may bear
pursuant to any agreement with the Underwriter) incident to the sale
and distribution of the Shares issued or sold hereunder, including,
without limiting the generality of the foregoing, all: (a) expenses
of printing and distributing any Prospectus and Statement of
Additional Information and of preparing, printing and distributing
or disseminating any other literature, advertising and selling aids
in connection with such offering of the Shares for sale (except that
such expenses need not include expenses incurred by the Fund in
connection with the preparation, printing and distribution of any
report or other communication to holders of Shares in their capacity
as such), and (b) expenses of advertising in connection with such
offering. No transfer taxes, if any, which may be payable in
connection with the issue or delivery of Shares sold as herein
contemplated shall be borne by the Fund, and the Underwriter will
indemnify and hold harmless the Fund against liability for all such
transfer taxes.
15. This agreement shall continue in effect until
____________, 1998, unless and until terminated by either party as
hereinafter provided, and will continue from year to year
thereafter, but only so long as such continuance is specifically
approved, at least annually, in the manner required by the
Investment Company Act of 1940. Either party hereto may terminate
this agreement on any date by giving the other party at least six
months' prior written notice of such termination, specifying the
date fixed therefor. Without prejudice to any other remedies of the
Fund in any such event, the Fund may terminate this agreement at any
time immediately upon any failure of fulfillment of any of the
obligations of the Underwriter hereunder.
16. This agreement shall automatically terminate in the event
of its assignment.
17. Any notice under this agreement shall be in writing,
addressed, and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
18. The Declaration of Trust of the Fund on file with the
Secretary of State of the Commonwealth of Massachusetts was executed
on behalf of the Fund by the initial trustees of the Fund and not
individually, and any obligation of the Fund shall be binding only
upon the assets of the Fund (or applicable series thereof) and shall
not be binding upon any trustee, officer or shareholder of the Fund.
Neither the authorization of any action by the trustees or
shareholders of the Fund nor the execution of this agreement on
behalf of the Fund shall impose any liability upon any trustee,
officer or shareholder of the Fund.
Page 4
In Witness Whereof, the Fund and the Underwriter have each caused
this agreement to be executed on its behalf as of the day and year first
above written.
Islamia Group of Funds
By
___________________________________
President
Attest:
_______________________________
Secretary
Income Achievers Inc.
By
___________________________________
President
Attest:
_______________________________
Secretary
Page 5
Schedule A
Sales charge: maximum of 3.00% of the public offering price.
Page 6
Exhibit 1
Income Achievers, Inc.
1553 Bloomingdale Road, Suite #900
Glendale Heights, Illinois 60139
Dealer Agreement
Gentlemen:
As principal underwriter for shares of the Series of the
investment company (the "Fund") listed on Exhibit A, (as from
time to time may be revised by us), we offer to sell to you
shares of the Series of the Fund (the "Shares") on the following
terms:
1. In all sales of Shares of each Series of the Fund to
the public you shall act as dealer for your own account, and in
no transaction shall you have any authority to act as agent for
the Fund or for us.
2. Orders received from you will be accepted by us only at
the public offering price applicable to each order, except for
transactions to which a reduced offering price applies as
provided in the then current Prospectus (which term shall include
herein the Statement of Additional Information) of the Fund. The
minimum dollar purchase of Shares of each Series of the Fund by
any investor shall be the applicable minimum amount described in
the then current Fund Prospectus, and no order for less than such
amount will be accepted hereunder. The public offering price
shall be the net asset value per Share plus a sales charge, if
any, applicable to the transaction expressed as a percentage of
the applicable public offering price, as determined and effective
as of the time specified in the then current Fund Prospectus.
The procedures relating to the handling of orders and payment
therefor shall be subject to any instructions that we shall
forward from time to time to you. All orders are subject to
acceptance or rejection by us in our sole discretion.
3. As of the date of this Agreement or the effective date
of any amendments hereto, the sales charge applicable to any sale
by you of Shares of a Series of the Fund covered by this
Agreement and the dealer concession or commission applicable to
any offer from you for the purchase of Shares of such Series of
the Fund accepted by us shall be the percentage of the applicable
public offering price set forth in the current Prospectus of the
Fund. You may be deemed to be an underwriter in connection with
sales by you of Shares of the Fund where you receive all or
substantially all of the sales charge as set forth in the Fund's
Prospectus, and therefore you may be subject to applicable
provisions of the Securities Act of 1933.
Reduced sales charges or no sales charges may apply to certain
transactions under letter of intent, combined purchases or
investments, reinvestment of dividends and distributions,
repurchase privileges or other programs, as described in the then
current Fund Prospectus. You agree to advise us promptly as to
the amounts of any sales made by you to the public qualifying for
any reduced sales charges.
4. You agree to purchase Shares only from us or from your
customers. If you purchase Shares from us, you agree that all
such purchases shall be made only: (a) to cover orders already
received by you from your customers or (b) for your own bona fide
investment. If you purchase Shares from your customers, you
agree to pay such customers not less than the applicable
redemption price as established by the then current Fund
Prospectus. We, in turn, agree that we will not purchase any
securities from the Fund except for the purpose of covering
purchase orders which we have already received or for bona fide
investment purposes.
5. You shall sell Shares only: (a) to customers at the
applicable public offering price, and (b) to us as agent for the
Fund at the redemption price. In such a sale to us, you may act
either as principal for your own account or as agent for your
customer. If you act as principal for your own account in
purchasing Shares for resale to us, you agree to pay your
customer not less than the price which you receive from us. If
you act as agent for your customer in selling Shares to us, you
agree not to charge your customer more than a fair commission for
handling the transaction.
6. You shall not withhold placing with us orders received
from your customers so as to profit yourself as a result of such
withholding; e.g., by a change in the net asset value from that
used in determining the public offering price to your customers.
7. You hereby certify that all of your customers' taxpayer
identification numbers ("TIN") or social security numbers ("SSN")
furnished to us by you are correct and that you will not open an
account without providing the customer's TIN or SSN unless
otherwise approved by us.
8. We will not accept from you any conditional orders for
Shares.
9. If any Shares sold to you under the terms of this
Agreement are redeemed by the Fund or repurchased by us as agent
for the Fund, or are tendered for redemption, within seven
business days after the date of our confirmation of the original
purchase by you, it is agreed that you shall forfeit your right
to any dealer concession or commission received by you on such
Shares.
We will notify you of any such repurchase or redemption within
ten business days from the date on which the repurchase or
redemption order in proper form is delivered to us or to the
Fund, and you shall forthwith refund to us the full concession
allowed to you on such sale. We agree, in the event of any such
repurchase or redemption, to refund to the Fund our share of the
concession allowed to us and upon receipt from you of the refund
of the concession allowed to you, to pay such refund forthwith to
the Fund.
10. Payment for Shares by you shall be made on or before
the settlement date specified in our confirmation, at our office,
as the Fund's transfer agent, at the above-specified address, and
by check payable to the order of the Fund Series, which reserves
the right to delay issuance or transfer of Shares until such
check has cleared. If such payment is not received by us, we
reserve the right, without notice, forthwith either to cancel the
sale, or, at our option, to sell the Shares ordered back to the
Fund, and in either case, we may hold you responsible for any
loss, including loss of profit, suffered by us or by the Fund
resulting from your failure to make payment as aforesaid.
11. Shares sold hereunder shall be available in book-entry
form on the books of the Fund's transfer agent, unless the
Trustees permit certificates to be issued. If no open account
registration or transfer instructions are received by the Fund's
transfer agent within 20 days after payment by you for Shares
sold to you, an open account for such Shares will be established
in your name. You agree to hold harmless and indemnify us, the
transfer agent, and the Fund for any loss or expenses resulting
from such open account registration of such Shares.
12. No person is authorized to make any representations
concerning Shares of a Fund Series except those contained in the
then current Fund Prospectus and in sales literature issued by us
supplemental to such Prospectus. In purchasing Shares from us,
you shall rely solely on the representations contained in such
Prospectus and in such sales literature. We will furnish
additional copies of the current Prospectus and such sales
literature and other releases and information issued by us in
reasonable quantities upon request. You further agree that you
will not offer or sell any Shares of a Fund Series except under
circumstances that will result in compliance with the applicable
Federal and state securities laws and that in connection with
sales and offers to sell Shares you will furnish to each person
to whom any such sale or offer is made a copy of the then current
Prospectus for the Fund (as amended or supplemented) and will not
furnish to any persons any information relating to Shares which
is inconsistent in any respect with the information contained in
the then current Prospectus or cause any advertisement to be
published in any newspaper or posted in any public place without
our consent and the consent of the Fund.
13. All sales will be made subject to our receipt of Shares
from the Fund. The Fund reserves the right in its discretion and
we reserve the right in our discretion, without notice, to
suspend sales or withdraw the offering of Fund Shares entirely, to
change the concession or any other amounts payable hereunder. We
reserve the right, without notice, to amend, modify, change or
cancel this Agreement.
14. This Agreement shall replace any prior agreement with
respect to the Fund between us and is conditioned upon your
representation and warranty that you are a member in good
standing of the National Association of Securities Dealers, Inc.,
or, in the alternative, that you are a foreign dealer, not
eligible for membership in that association. You agree to abide
by the Rules and Regulations of the National Association of
Securities Dealers, Inc., including Rule 2830 of its Conduct
Rules, and all applicable state and Federal laws, rules and
regulations.
You will not offer Shares of any Series of the Fund for sale in
any state where they are not qualified for sale under the Blue
Sky Laws and regulations of such state or where you are not
qualified to act as a dealer, except for states in which they are
exempt from qualification.
In the event that you offer Shares of any Series of the Fund for
sale outside the United States, you agree to comply with the
applicable laws, rules and regulations of the foreign government
having jurisdiction over such sales, including any regulations of
the United States military authorities applicable to
solicitations to military personnel.
15. You shall provide such office space and equipment,
telephone facilities, personnel and literature distribution as is
necessary or appropriate for providing information and services
to your customers. Such services and assistance may include, but
not be limited to, establishment and maintenance of shareholder
accounts and records, processing purchase and redemption
transactions, answering routine inquiries regarding the Fund, and
such other services as may be agreed upon from time to time and
as may be permitted by applicable statute, rule, or regulation.
You shall perform these services in good faith and with
reasonable care. You shall immediately inform the Fund or us of
all written complaints received by you from Fund shareholders
relating to the maintenance of their accounts and shall promptly
answer all such complaints.
16. All communications to us should be sent to the above
address. 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 effective when accepted by you below and shall
be construed under the laws of the State of Illinois. This
Agreement is subject to the Prospectus of the Fund from time to
time in effect, and, in the event of a conflict, the terms of the
Prospectus shall control. Any changes, modifications or
additions reflected in the Prospectus shall be effective on the
date of such Prospectus (or supplement thereto) unless specified
otherwise.
INCOME ACHIEVERS, INC.
By_________________________________
(Authorized Signature)
ACCEPTED:
___________________________________
(Dealer's Name)
___________________________________
(Street Address)
___________________________________
(City) (State) (Zip)
By_________________________________
(Authorized Signature
of Dealer)
EXHIBIT A
Islamia Group of Funds and its Series - Islamia Income Fund and
Islamia Growth Fund.
Exhibit (b)8
Custodian Agreement
This Agreement made on December 31, 1996, between the Islamia
Group of Funds organized as a Massachusetts business trust
(hereinafter called the "Funds"), and Firstar Trust Company, a
corporation organized under the laws of the State of Wisconsin
(hereinafter called "Custodian");
Whereas, the Funds desire that its securities and cash shall be
hereafter held and administered by Custodian pursuant to the
terms of this Agreement;
Now, Therefore, in consideration of the mutual agreements herein
made, the Funds and Custodian agree as follows:
1. Definitions.
The word "securities" as used herein includes stocks, shares,
bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the
same, or evidencing or representing any other rights or interests
therein, or in any property or assets.
The words "officers' certificate" shall mean a request or
direction or certification in writing signed in the name of the
Funds by any two of the President, a Vice President, the
Secretary and the Treasurer of the Funds, or any other persons
duly authorized to sign by the Board of Directors of the Funds.
The word "Board" shall mean Board of Directors of the Funds.
2. Names, Titles, and Signatures of the Funds' Officers.
An officer of the Trust will certify to Custodian the names and
signatures of those persons authorized to sign the officers'
certificates described in Section 1 hereof, and the names of the
members of the Board of Directors of the Funds, together with any
changes which may occur from time to time.
3. Receipt and Disbursement of Money.
A. Custodian shall open and maintain a separate account or
accounts in the name of each Fund, subject only to draft or order
by Custodian acting pursuant to the terms of this Agreement.
Custodian shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the
account of the Funds. Custodian shall make payments of cash to,
or for the account of, the Funds from such cash only:
(a) for the purchase of securities for the portfolio of the
Funds upon the delivery of such securities to Custodian,
registered in the name of the Funds or of the nominee of
Custodian referred to in Section 7 or in proper form for
transfer;
(b) for the purchase or redemption of shares of the common
stock of the Funds upon delivery thereof to Custodian, or upon
proper instructions from the Funds;
(c) for the payment of interest, dividends, taxes,
investment adviser's fees or operating expenses (including,
without limitation thereto, fees for legal, accounting, auditing
and custodian services and expenses for printing and postage);
(d) for payments in connection with the conversion,
exchange or surrender of securities owned or subscribed to by the
Funds held by or to be delivered to Custodian; or
(e) for other proper corporate purposes certified by
resolution of the Board of Directors of the Funds.
Before making any such payment, Custodian shall receive (and may
rely upon) an officers' certificate requesting such payment and
stating that it is for a purpose permitted under the terms of
items (a), (b), (c), or (d) of this Subsection A, and also, in
respect of item (e), upon receipt of an officers' certificate
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 corporate purpose, and naming the person or persons
to whom such payment is to be made, provided, however, that an
officers' certificate need not precede the disbursement of cash
for the purpose of purchasing a money market instrument, or any
other security with same or next-day settlement, if the
President, a Vice President, the Secretary or the Treasurer of
the Funds issues appropriate oral or facsimile instructions to
Custodian and an appropriate officers' certificate is received by
Custodian within two business days thereafter.
B. Custodian is hereby authorized to endorse and collect
all checks, drafts or other orders for the payment of money
received by Custodian for the account of the Funds.
C. Custodian shall, upon receipt of proper instructions,
make federal funds available to the Funds as of specified times
agreed upon from time to time by the Funds and the custodian in
the amount of checks received in payment for shares of the Funds
which are deposited into the Funds' account.
4. Segregated Accounts.
Upon receipt of proper instructions, the Custodian shall
establish and maintain a segregated account for and on behalf of
the portfolios, into which account(s) may be transferred cash
and/or securities.
5. Transfer, Exchange, Redelivery, etc. of Securities.
Custodian shall have sole power to release or deliver any
securities of the Funds held by it pursuant to this Agreement.
Custodian agrees to transfer, exchange or deliver securities held
by it hereunder only:
(a) for sales of such securities for the account of the
Funds upon receipt by Custodian of payment therefore;
(b) when such securities are called, redeemed or retired or
otherwise become payable;
(c) for examination by any broker selling any such
securities in accordance with "street delivery" custom;
(d) in exchange for, or upon conversion into, other
securities alone or other securities and cash whether pursuant to
any plan of merger, consolidation, reorganization,
recapitalization or readjustment, or otherwise;
(e) upon conversion of such securities pursuant to their
terms into other securities;
(f) upon exercise of subscription, purchase or other
similar rights represented by such securities;
(g) for the purpose of exchanging interim receipts or
temporary securities for definitive securities;
(h) for the purpose of redeeming in kind shares of common
stock of the Funds upon delivery thereof to Custodian; or
(i) for other proper corporate purposes.
As to any deliveries made by Custodian pursuant to items (a),
(b), (d), (e), (f), and (g), securities or cash receivable in
exchange therefore shall be deliverable to Custodian.
Before making any such transfer, exchange or delivery, Custodian
shall receive (and may rely upon) an officers' certificate
requesting such transfer, exchange or delivery, and stating that
it is for a purpose permitted under the terms of items (a), (b),
(c), (d), (e), (f), (g), or (h) of this Section 5 and also, in
respect of item (i), upon receipt of an officers' certificate
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,
provided, however, that an officers' certificate need not precede
any such transfer, exchange or delivery of a money market
instrument, or any other security with same or next-day
settlement, if the President, a Vice President, the Secretary or
the Treasurer of the Funds issues appropriate oral or facsimile
instructions to Custodian and an appropriate officers'
certificate is received by Custodian within two business days
thereafter.
6. Custodian's Acts Without Instructions.
Unless and until Custodian receives an officers' certificate to
the contrary, Custodian shall: (a) present for payment all
coupons and other income items held by it for the account of the
Funds, which call for payment upon presentation and hold the cash
received by it upon such payment for the account of the Funds;
(b) collect interest and cash dividends received, with notice to
the Funds, for the account of the Funds; (c) hold for the account
of the Funds hereunder all stock dividends, rights and similar
securities issued with respect to any securities held by it
hereunder; and (d) execute, as agent on behalf of the Funds, all
necessary ownership certificates required by the Internal Revenue
Code or the Income Tax Regulations of the United States Treasury
Department or under the laws of any state now or hereafter in
effect, inserting the Funds' name on such certificates as the
owner of the securities covered thereby, to the extent it may
lawfully do so.
7. Registration of Securities.
Except as otherwise directed by an officers' certificate,
Custodian shall register all securities, except such as are in
bearer form, in the name of a registered nominee of Custodian as
defined in the Internal Revenue Code and any Regulations of the
Treasury Department issued hereunder or in any provision of any
subsequent federal tax law exempting such transaction from
liability for stock transfer taxes, and shall execute and deliver
all such certificates in connection therewith as may be required
by such laws or regulations or under the laws of any state.
Custodian shall use its best efforts to the end that the specific
securities held by it hereunder shall be at all times
identifiable in its records.
The Funds shall from time to time furnish to Custodian
appropriate instruments to enable Custodian to hold or deliver in
proper form for transfer, or to register in the name of its
registered nominee, any securities which it may hold for the
account of the Funds and which may from time to time be
registered in the name of the Funds.
8. Voting and Other Action.
Neither Custodian nor any nominee of Custodian shall vote any of
the securities held hereunder by or for the account of the Funds,
except in accordance with the instructions contained in an
officers' certificate. Custodian shall deliver, or cause to be
executed and delivered, to the Corporation all notices, proxies
and proxy soliciting materials with relation to such securities,
such proxies to be executed by the registered holder of such
securities (if registered otherwise than in the name of the
Funds), but without indicating the manner in which such proxies
are to be voted.
9. Transfer Tax and Other Disbursements.
The Funds shall pay or reimburse Custodian from time to time for
any transfer taxes payable upon transfers of securities made
hereunder, and for all other necessary and proper disbursements
and expenses made or incurred by Custodian in the performance of
this Agreement.
Custodian shall execute and deliver such certificates in
connection with securities delivered to it or by it under this
Agreement as may be required under the provisions of the Internal
Revenue Code and any Regulations of the Treasury Department
issued thereunder, or under the laws of any state, to exempt from
taxation any exemptable transfers and/or deliveries of any such
securities.
10. Concerning Custodian.
Custodian shall be paid as compensation for its services pursuant
to this Agreement such compensation as may from time to time be
agreed upon in writing between the two parties. Until modified
in writing, such compensation shall be as set forth in Exhibit A
attached hereto. If the Fund elects to terminate this Agreement
prior to the first anniversary of this Agreement, the Fund agrees
to reimburse Agent for the difference between the standard fee
schedule and the discounted fee schedule agreed to between the
parties.
Custodian shall not be liable for any action taken in good faith
upon any certificate herein described or certified copy of any
resolution of the Board, and may rely on the genuineness of any
such document which it may in good faith believe to have been
validly executed.
The Funds agree to indemnify and hold harmless Custodian and its
nominee from all taxes, charges, expenses, assessments, claims
and liabilities (including counsel fees) incurred or assessed
against it or by its nominee in connection with the performance
of this Agreement, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or
willful misconduct. Custodian is authorized to charge any
account of the Funds for such items.
In the event of any advance of cash for any purpose made by
Custodian resulting from orders or instructions of the Funds, or
in the event that Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Agreement,
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 the Funds shall be
security therefore.
Custodian agrees to indemnify and hold harmless Funds from all
charges, expenses, assessments, and claims/liabilities (including
counsel fees) incurred or assessed against it in connection with
the performance of this agreement, except such as may arise from
the Funds' own negligent action, negligent failure to act, or
willful misconduct.
11. Subcustodians.
Custodian is hereby authorized to engage another bank or trust
company as a Subcustodian for all or any part of the Funds'
assets, so long as any such bank or trust company is a bank or
trust company organized under the laws of any state of the United
States, having an aggregate capital, surplus and undivided
profit, as shown by its last published report, of not less than
Two Million Dollars ($2,000,000) and provided further that, if
the Custodian utilizes the services of a Subcustodian, the
Custodian shall remain fully liable and responsible for any
losses caused to the Funds by the Subcustodian as fully as if the
Custodian was directly responsible for any such losses under the
terms of the Custodian Agreement.
Notwithstanding anything contained herein, if the Funds requires
the Custodian to engage specific Subcustodians for the
safekeeping and/or clearing of assets, the Funds agrees to
indemnify and hold harmless Custodian from all claims, expenses
and liabilities incurred or assessed against it in connection
with the use of such Subcustodian in regard to the Funds' assets,
except as may arise from its own negligent action, negligent
failure to act or willful misconduct.
12. Reports by Custodian.
Custodian shall furnish the Funds periodically as agreed upon
with a statement summarizing all transactions and entries for the
account of Funds. Custodian shall furnish to the Funds, at the
end of every month, a list of the portfolio securities showing
the aggregate cost of each issue. The books and records of
Custodian pertaining to its actions under this Agreement shall be
open to inspection and audit at reasonable times by officers of,
and of auditors employed by, the Funds.
13. Termination or Assignment.
This Agreement may be terminated by the Funds, or by Custodian,
on ninety (90) days notice, given in writing and sent by
registered mail to Custodian at P.O. Box 2054, Milwaukee,
Wisconsin 53201, or to the Funds 1553 Bloomingdale Road, Suite
900 Glendale Heights, Illinois 60139, as the case may be. Upon
any termination of this Agreement, pending appointment of a
successor to Custodian or a vote of the shareholders of the Funds
to dissolve or to function without a custodian of its cash,
securities and other property, Custodian shall not deliver cash,
securities or other property of the Funds to the Funds, but may
deliver them to a bank or trust company of its own selection,
having an aggregate capital, surplus and undivided profits, as
shown by its last published report of not less than Two Million
Dollars ($2,000,000) as a Custodian for the Funds to be held
under terms similar to those of this Agreement, provided,
however, that Custodian shall not be required to make any such
delivery or payment until full payment shall have been made by
the Funds of all liabilities constituting a charge on or against
the properties then held by Custodian or on or against Custodian,
and until full payment shall have been made to Custodian of all
its fees, compensation, costs and expenses, subject to the
provisions of Section 10 of this Agreement.
This Agreement may not be assigned by Custodian without the
consent of the Funds, authorized or approved by a resolution of
its Board of Directors.
14. Deposits of Securities in Securities Depositories.
No provision of this Agreement shall be deemed to prevent the use
by Custodian of a central securities clearing agency or
securities depository, provided, however, that Custodian and the
central securities clearing agency or securities depository meet all
applicable federal and state laws and regulations, and the Board of
Directors of the Funds approves by resolution the use of such central
securities clearing agency or securities depository.
15. Records.
To the extent that Custodian in any capacity prepares or
maintains any records required to be maintained and preserved by
the Funds pursuant to the provisions of the Investment Company
Act of 1940, as amended, or the rules and regulations promulgated
thereunder, Custodian agrees to make any such records available
to the Funds upon request and to preserve such records for the
periods prescribed in Rule 31a-2 under the Investment Company Act
of 1940, as amended.
In Witness Whereof, the parties hereto have caused this Agreement
to be executed and their respective corporate seals to be affixed
hereto as of the date first-above written by their respective
officers thereunto duly authorized.
Executed in several counterparts, each of which is an original.
Islamia Group of Funds Firstar Trust Company
/s/ Q. Ali Yar Khan /s/ James C. Tyler
______________________________ ______________________________
(Q. Ali Khan) Vice President
Attest:
/s/ Hilda Rodriguez By /s/ Andrea McVoy
______________________________ ______________________________
(notary) Assistant Secretary
12-4-1996
Custody Services
Annual Fee Schedule - Domestic Funds
- - Annual fee based upon market value
- 2 basis points per year
- Minimum annual fee per fund - $3,000
- - Investment transactions (purchase, sale, exchange, tender,
redemption, maturity, receipt, delivery):
- $12.00 per book entry security (depository or Federal
Reserve system)
- $25.00 per definitive security (physical)
- $25.00 per mutual fund trade
- $75.00 per Euroclear
- $8.00 per principal reduction on pass-through certificates
- $35.00 per option/futures contract
- $10.00 per variation margin
- $12.00 per Fed wire deposit or withdrawal
- - Variable Amount Demand Notes: Used as a short-term
investment, variable amount notes offer safety and prevailing
high interest rates. Our charge, which is 1/4 of 1%, is deducted
from the variable amount note income at the time it is credited
to your account.
- - Plus out-of-pocket expenses, and extraordinary expenses
based upon complexity
- - Fees are billed monthly, based upon market value at the
beginning of the month
