ISLAMIA GROUP OF FUNDS
N-1A/A, EX-99.L, 2000-06-21
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                                                                     EXHIBIT (L)


                             ISLAMIA GROUP OF FUNDS

                             SUBSCRIPTION AGREEMENT

         This Agreement made this 1st day of June, 2000 by and between Islamia
Group of Funds, a Massachusetts business trust (the "Fund"), and Q. Ali Yar Khan
and Sabera Khan, (the "SUBSCRIBER").

          1. SHARE SUBSCRIPTION. The Subscriber subscribes for and agrees to
purchase from the Fund 2,500 shares of beneficial interest of the Fund's series,
the Islamia Income Fund for a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary prospectus ("PRELIMINARY
PROSPECTUS"). Subscriber agrees to make payment for these shares at such time as
demand for payment may be made by an officer of the Fund.

         The Subscriber understands that the Fund filed a registration statement
with the Securities and Exchange Commission on Form N-1A, which contains the
Preliminary Prospectus describing the Fund and the shares. The Subscriber
acknowledges receipt of a copy of the Preliminary Prospectus.

         The Subscriber recognizes that the Fund will not be fully operational
until it commences public offering of its shares. Accordingly, a number of
features of the Fund described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and redemption of shares
upon request of shareholders, are not, in fact, in existence at the present time
and will not be instituted until the Fund's registration statement becomes
effective under the Securities Act of 1933 (the "SECURITIES ACT").

         2. REPRESENTATIONS AND WARRANTIES: The Subscriber hereby represents and
warrants the following:

               (a) The Subscriber represents that it has been informed of the
         following:

                    (i) that the shares being subscribed for have not been and
               will not be registered under the Securities Act;

                    (ii) that the shares will be sold by the Fund in reliance on
               an exemption from the registration requirements of the Securities
               Act;

                    (iii) that the Fund's reliance upon an exemption from the
               registration requirements of the Securities Act is predicated in
               part on the representations and agreements contained in this
               Subscription Agreement;

                                      1-1


<PAGE>


                    (iv) that when issued, the shares will be "restricted
               securities" as defined in paragraph (a)(3) of Rule 144 of the
               General Rules and Regulations under the Securities Act ("RULE
               144") and cannot be sold or transferred by Subscriber unless they
               are subsequently registered under the Securities Act or unless an
               exemption from such registration is available.

                    (v) that there does not appear to be any exemptions from the
               registration provisions of the Securities Act available to the
               Subscriber for resale of the shares. In the future, certain
               exemptions may possibly become available, including an exemption
               for limited sales in accordance with the conditions of Rule 144.

         The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (i) through (v) above is to put it on notice as to
restrictions on the transferability of the shares.

                    (b) The Subscriber is aware that no federal or state agency
               has made any findings or determination as to the fairness for
               investment, nor any recommendation nor endorsement, of the
               Shares;

                    (c) The Subscriber has such knowledge and experience of
               financial and business matters as will enable him to utilize the
               information made available to him in connection with the offering
               of the shares to evaluate the merits and risks of the prospective
               investment and to make an informed investment decision;

                    (d) The Subscriber recognizes that the Fund (and its
               respective series) has only recently been organized, that the
               Fund has no financial or operating history and further, that
               investment in the Fund involves certain risks, and the Subscriber
               has taken full cognizance of and understands all of the risks
               related to the purchase of the shares, and the Subscriber
               acknowledges that he has suitable financial resources and
               anticipated income to bear the economic risks of such an
               investment;

                    (e) The Subscriber is purchasing shares for investment for
               his own account and not on behalf of any other person or persons,
               and not with any intention of redemption, distribution or resale
               of shares, either in whole or in part;

                    (f) The Subscriber will not sell the shares purchased by him
               without registration of them under the Securities Act or
               exemption therefrom;

                    (g) The Subscriber has been furnished with and has read this
               agreement, the Preliminary Prospectus and such other documents
               relating to the Fund and its series as he has requested and as
               have been provided to him by the Fund;

                    (h) The Subscriber has also had the opportunity to ask
               questions of, and receive answers from, officers of the Fund
               concerning the Fund, its series, and the terms of the offering;
               and


                                      1-2

<PAGE>


                    (i) The Subscriber recognizes that the Fund reserves the
               right to reject or limit any subscription.

         3. SOCIAL SECURITY NUMBER. The Subscriber certifies under penalties of
perjury that the number shown on this form is the Subscriber's correct social
security number and that he is not subject to backup withholding as a result of
a failure to report all interest and dividend income to the Internal Revenue
Service.

         4. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.

         5. The Fund's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement is executed on behalf of the Fund
by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.


                                      1-3

<PAGE>


         IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.


                                                          ISLAMIA GROUP OF FUNDS



                                                          By  /S/ Q.A. KHAN
                                                              -------------


 [INSERT NAME AND ADDRESS]
Social Security Number:




/S/ Q.A. KHAN
-------------
(Signature)
(Q.A. Khan)

                                      1-4





<PAGE>




                             ISLAMIA GROUP OF FUNDS

                             SUBSCRIPTION AGREEMENT

         This Agreement made this 31st day of May, 2000 by and between Islamia
Group of Funds, a Massachusetts business trust (the "Fund"), and Obaid Yarkhan,
(the "SUBSCRIBER").

          1. SHARE SUBSCRIPTION. The Subscriber subscribes for and agrees to
purchase from the Fund 400 shares of beneficial interest of the Fund's series,
the Islamia Income Fund for a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary prospectus ("PRELIMINARY
PROSPECTUS"). Subscriber agrees to make payment for these shares at such time as
demand for payment may be made by an officer of the Fund.

         The Subscriber understands that the Fund filed a registration statement
with the Securities and Exchange Commission on Form N-1A, which contains the
Preliminary Prospectus describing the Fund and the shares. The Subscriber
acknowledges receipt of a copy of the Preliminary Prospectus.

         The Subscriber recognizes that the Fund will not be fully operational
until it commences public offering of its shares. Accordingly, a number of
features of the Fund described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and redemption of shares
upon request of shareholders, are not, in fact, in existence at the present time
and will not be instituted until the Fund's registration statement becomes
effective under the Securities Act of 1933 (the "SECURITIES ACT").

         2. REPRESENTATIONS AND WARRANTIES: The Subscriber hereby represents and
warrants the following:

               (a) The Subscriber represents that it has been informed of the
         following:

                    (i) that the shares being subscribed for have not been and
               will not be registered under the Securities Act;

                    (ii) that the shares will be sold by the Fund in reliance on
               an exemption from the registration requirements of the Securities
               Act;

                    (iii) that the Fund's reliance upon an exemption from the
               registration requirements of the Securities Act is predicated in
               part on the representations and agreements contained in this
               Subscription Agreement;

                    (iv) that when issued, the shares will be "restricted
               securities" as defined in paragraph (a)(3) of Rule 144 of the
               General Rules and Regulations under the Securities Act ("RULE
               144") and cannot be sold or transferred by Subscriber unless they
               are subsequently registered under the Securities Act or unless an
               exemption from such registration is available.


                                      2-1

                    (v) that there does not appear to be any exemptions from the
               registration provisions of the Securities Act available to the
               Subscriber for resale of the shares. In the future, certain
               exemptions may possibly become available, including an exemption
               for limited sales in accordance with the conditions of Rule 144.

         The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (i) through (v) above is to put it on notice as to
restrictions on the transferability of the shares.

               (b) The Subscriber is aware that no federal or state agency has
         made any findings or determination as to the fairness for investment,
         nor any recommendation nor endorsement, of the Shares;

               (c) The Subscriber has such knowledge and experience of financial
         and business matters as will enable him to utilize the information made
         available to him in connection with the offering of the shares to
         evaluate the merits and risks of the prospective investment and to make
         an informed investment decision;

               (d) The Subscriber recognizes that the Fund (and its respective
         series) has only recently been organized, that the Fund has no
         financial or operating history and further, that investment in the Fund
         involves certain risks, and the Subscriber has taken full cognizance of
         and understands all of the risks related to the purchase of the shares,
         and the Subscriber acknowledges that he has suitable financial
         resources and anticipated income to bear the economic risks of such an
         investment;

               (e) The Subscriber is purchasing shares for investment for his
         own account and not on behalf of any other person or persons, and not
         with any intention of redemption, distribution or resale of shares,
         either in whole or in part;

               (f) The Subscriber will not sell the shares purchased by him
         without registration of them under the Securities Act or exemption
         therefrom;

               (g) The Subscriber has been furnished with and has read this
         agreement, the Preliminary Prospectus and such other documents relating
         to the Fund and its series as he has requested and as have been
         provided to him by the Fund;

               (h) The Subscriber has also had the opportunity to ask questions
         of, and receive answers from, officers of the Fund concerning the Fund,
         its series, and the terms of the offering; and

               (i) The Subscriber recognizes that the Fund reserves the right to
         reject or limit any subscription.

                                      2-2

          3. SOCIAL SECURITY NUMBER. The Subscriber certifies under penalties of
perjury that the number shown on this form is the Subscriber's correct social
security number and that he is not subject to backup withholding as a result of
a failure to report all interest and dividend income to the Internal Revenue
Service.

          4. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.

          5. The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.


                                      2-3

<PAGE>


         IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.


                                                          ISLAMIA GROUP OF FUNDS



                                                          By  /S/ Q.A. KHAN
                                                              -------------


 [INSERT NAME AND ADDRESS]
Social Security Number:



/S/ OBAID YARKHAN
-----------------
(Signature)


                                      2-4




<PAGE>





                             ISLAMIA GROUP OF FUNDS

                             SUBSCRIPTION AGREEMENT

         This Agreement made this 31st day of May, 2000 by and between Islamia
Group of Funds, a Massachusetts business trust (the "Fund"), and Mohammed
Yarkhan, (the "SUBSCRIBER").

          1. SHARE SUBSCRIPTION. The Subscriber subscribes for and agrees to
purchase from the Fund 300 shares of beneficial interest of the Fund's series,
the Islamia Income Fund for a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary prospectus ("PRELIMINARY
PROSPECTUS"). Subscriber agrees to make payment for these shares at such time as
demand for payment may be made by an officer of the Fund.

         The Subscriber understands that the Fund filed a registration statement
with the Securities and Exchange Commission on Form N-1A, which contains the
Preliminary Prospectus describing the Fund and the shares. The Subscriber
acknowledges receipt of a copy of the Preliminary Prospectus.

         The Subscriber recognizes that the Fund will not be fully operational
until it commences public offering of its shares. Accordingly, a number of
features of the Fund described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and redemption of shares
upon request of shareholders, are not, in fact, in existence at the present time
and will not be instituted until the Fund's registration statement becomes
effective under the Securities Act of 1933 (the "SECURITIES ACT").

         2. REPRESENTATIONS AND WARRANTIES: The Subscriber hereby represents and
warrants the following:

               (a) The Subscriber represents that it has been informed of the
         following:

                    (i) that the shares being subscribed for have not been and
               will not be registered under the Securities Act;

                    (ii) that the shares will be sold by the Fund in reliance on
               an exemption from the registration requirements of the Securities
               Act;

                    (iii) that the Fund's reliance upon an exemption from the
               registration requirements of the Securities Act is predicated in
               part on the representations and agreements contained in this
               Subscription Agreement;

                    (iv) that when issued, the shares will be "restricted
               securities" as defined in paragraph (a)(3) of Rule 144 of the
               General Rules and Regulations under the Securities Act ("RULE
               144") and cannot be sold or transferred by Subscriber unless they
               are subsequently registered under the Securities Act or unless an
               exemption from such registration is available.


                                      3-1


<PAGE>


                    (v) that there does not appear to be any exemptions from the
               registration provisions of the Securities Act available to the
               Subscriber for resale of the shares. In the future, certain
               exemptions may possibly become available, including an exemption
               for limited sales in accordance with the conditions of Rule 144.

         The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (i) through (v) above is to put it on notice as to
restrictions on the transferability of the shares.

                    (b) The Subscriber is aware that no federal or state agency
               has made any findings or determination as to the fairness for
               investment, nor any recommendation nor endorsement, of the
               Shares;

                    (c) The Subscriber has such knowledge and experience of
               financial and business matters as will enable him to utilize the
               information made available to him in connection with the offering
               of the shares to evaluate the merits and risks of the prospective
               investment and to make an informed investment decision;

                    (d) The Subscriber recognizes that the Fund (and its
               respective series) has only recently been organized, that the
               Fund has no financial or operating history and further, that
               investment in the Fund involves certain risks, and the Subscriber
               has taken full cognizance of and understands all of the risks
               related to the purchase of the shares, and the Subscriber
               acknowledges that he has suitable financial resources and
               anticipated income to bear the economic risks of such an
               investment;

                   (e) The Subscriber is purchasing shares for investment for
         his own account and not on behalf of any other person or persons, and
         not with any intention of redemption, distribution or resale of shares,
         either in whole or in part;

                    (f) The Subscriber will not sell the shares purchased by him
               without registration of them under the Securities Act or
               exemption therefrom;

                    (g) The Subscriber has been furnished with and has read this
               agreement, the Preliminary Prospectus and such other documents
               relating to the Fund and its series as he has requested and as
               have been provided to him by the Fund;

                    (h) The Subscriber has also had the opportunity to ask
               questions of, and receive answers from, officers of the Fund
               concerning the Fund, its series, and the terms of the offering;
               and

                    (i) The Subscriber recognizes that the Fund reserves the
               right to reject or limit any subscription.


                                      3-2

<PAGE>


          3. SOCIAL SECURITY NUMBER. The Subscriber certifies under penalties of
perjury that the number shown on this form is the Subscriber's correct social
security number and that he is not subject to backup withholding as a result of
a failure to report all interest and dividend income to the Internal Revenue
Service.

          4. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.

          5. The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.


                                      3-3

<PAGE>


         IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.


                                                          ISLAMIA GROUP OF FUNDS



                                                          By  /S/ Q.A. KHAN
                                                              -------------


 [INSERT NAME AND ADDRESS]
Social Security Number:



/S/ MOHAMMED YARKHAN
--------------------
(Signature)


                                      3-4




<PAGE>





                             ISLAMIA GROUP OF FUNDS

                             SUBSCRIPTION AGREEMENT

         This Agreement made this 31st day of May, 2000 by and between Islamia
Group of Funds, a Massachusetts business trust (the "Fund"), and Aijaz Yarkhan,
(the "SUBSCRIBER").

          1. SHARE SUBSCRIPTION. The Subscriber subscribes for and agrees to
purchase from the Fund 300 shares of beneficial interest of the Fund's series,
the Islamia Income Fund for a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary prospectus ("PRELIMINARY
PROSPECTUS"). Subscriber agrees to make payment for these shares at such time as
demand for payment may be made by an officer of the Fund.

         The Subscriber understands that the Fund filed a registration statement
with the Securities and Exchange Commission on Form N-1A, which contains the
Preliminary Prospectus describing the Fund and the shares. The Subscriber
acknowledges receipt of a copy of the Preliminary Prospectus.

         The Subscriber recognizes that the Fund will not be fully operational
until it commences public offering of its shares. Accordingly, a number of
features of the Fund described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and redemption of shares
upon request of shareholders, are not, in fact, in existence at the present time
and will not be instituted until the Fund's registration statement becomes
effective under the Securities Act of 1933 (the "SECURITIES ACT").

         2. REPRESENTATIONS AND WARRANTIES: The Subscriber hereby represents and
warrants the following:

               (a) The Subscriber represents that it has been informed of the
         following:

                    (i) that the shares being subscribed for have not been and
         will not be registered under the Securities Act;

                    (ii) that the shares will be sold by the Fund in reliance on
         an exemption from the registration requirements of the Securities Act;

                    (iii) that the Fund's reliance upon an exemption from the
         registration requirements of the Securities Act is predicated in part
         on the representations and agreements contained in this Subscription
         Agreement;

                    (iv) that when issued, the shares will be "restricted
         securities" as defined in paragraph (a)(3) of Rule 144 of the General
         Rules and Regulations under the Securities Act ("RULE 144") and cannot
         be sold or transferred by Subscriber unless they are subsequently
         registered under the Securities Act or unless an exemption from such
         registration is available.


                                      4-1

<PAGE>


                    (v) that there does not appear to be any exemptions from the
         registration provisions of the Securities Act available to the
         Subscriber for resale of the shares. In the future, certain exemptions
         may possibly become available, including an exemption for limited sales
         in accordance with the conditions of Rule 144.

         The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (i) through (v) above is to put it on notice as to
restrictions on the transferability of the shares.

                    (b) The Subscriber is aware that no federal or state agency
         has made any findings or determination as to the fairness for
         investment, nor any recommendation nor endorsement, of the Shares;

                   (c) The Subscriber has such knowledge and experience of
         financial and business matters as will enable him to utilize the
         information made available to him in connection with the offering of
         the shares to evaluate the merits and risks of the prospective
         investment and to make an informed investment decision;

                   (d) The Subscriber recognizes that the Fund (and its
         respective series) has only recently been organized, that the Fund has
         no financial or operating history and further, that investment in the
         Fund involves certain risks, and the Subscriber has taken full
         cognizance of and understands all of the risks related to the purchase
         of the shares, and the Subscriber acknowledges that he has suitable
         financial resources and anticipated income to bear the economic risks
         of such an investment;

                   (e) The Subscriber is purchasing shares for investment for
         his own account and not on behalf of any other person or persons, and
         not with any intention of redemption, distribution or resale of shares,
         either in whole or in part;

                    (f) The Subscriber will not sell the shares purchased by him
         without registration of them under the Securities Act or exemption
         therefrom;

                   (g) The Subscriber has been furnished with and has read this
         agreement, the Preliminary Prospectus and such other documents relating
         to the Fund and its series as he has requested and as have been
         provided to him by the Fund;

                    (h) The Subscriber has also had the opportunity to ask
         questions of, and receive answers from, officers of the Fund concerning
         the Fund, its series, and the terms of the offering; and

                    (i) The Subscriber recognizes that the Fund reserves the
         right to reject or limit any subscription.


                                      4-2

<PAGE>


          3. SOCIAL SECURITY NUMBER. The Subscriber certifies under penalties of
perjury that the number shown on this form is the Subscriber's correct social
security number and that he is not subject to backup withholding as a result of
a failure to report all interest and dividend income to the Internal Revenue
Service.

          4. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.

          5. The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.


                                      4-3

<PAGE>


         IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.


                                                          ISLAMIA GROUP OF FUNDS



                                                          By  /S/ Q.A. KHAN
                                                              -------------


 [INSERT NAME AND ADDRESS]
Social Security Number:



/S/ AIJAZ YARKHAN
-----------------
(Signature)



                                      4-4


<PAGE>




                             ISLAMIA GROUP OF FUNDS

                             SUBSCRIPTION AGREEMENT

         This Agreement made this 1st day of June, 2000 by and between Islamia
Group of Funds, a Massachusetts business trust (the "Fund"), and Farooq Sultan
and Sara Sultan, (the "SUBSCRIBER").

          1. SHARE SUBSCRIPTION. The Subscriber subscribes for and agrees to
purchase from the Fund 2,000 shares of beneficial interest of the Fund's series,
the Islamia Income Fund for a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary prospectus ("PRELIMINARY
PROSPECTUS"). Subscriber agrees to make payment for these shares at such time as
demand for payment may be made by an officer of the Fund.

         The Subscriber understands that the Fund filed a registration statement
with the Securities and Exchange Commission on Form N-1A, which contains the
Preliminary Prospectus describing the Fund and the shares. The Subscriber
acknowledges receipt of a copy of the Preliminary Prospectus.

         The Subscriber recognizes that the Fund will not be fully operational
until it commences public offering of its shares. Accordingly, a number of
features of the Fund described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and redemption of shares
upon request of shareholders, are not, in fact, in existence at the present time
and will not be instituted until the Fund's registration statement becomes
effective under the Securities Act of 1933 (the "SECURITIES ACT").

         2. REPRESENTATIONS AND WARRANTIES: The Subscriber hereby represents and
warrants the following:

               (a) The Subscriber represents that it has been informed of the
         following:

               (i) that the shares being subscribed for have not been and will
         not be registered under the Securities Act;

               (ii) that the shares will be sold by the Fund in reliance on an
         exemption from the registration requirements of the Securities Act;

               (iii) that the Fund's reliance upon an exemption from the
         registration requirements of the Securities Act is predicated in part
         on the representations and agreements contained in this Subscription
         Agreement;

               (iv) that when issued, the shares will be "restricted securities"
         as defined in paragraph (a)(3) of Rule 144 of the General Rules and
         Regulations under the Securities Act ("RULE 144") and cannot be sold or
         transferred by Subscriber unless they are subsequently registered under
         the Securities Act or unless an exemption from such registration is
         available.

                                      5-1

<PAGE>


                   (v) that there does not appear to be any exemptions from the
         registration provisions of the Securities Act available to the
         Subscriber for resale of the shares. In the future, certain exemptions
         may possibly become available, including an exemption for limited sales
         in accordance with the conditions of Rule 144.

         The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (i) through (v) above is to put it on notice as to
restrictions on the transferability of the shares.

               (b) The Subscriber is aware that no federal or state agency has
         made any findings or determination as to the fairness for investment,
         nor any recommendation nor endorsement, of the Shares;

                   (c) The Subscriber has such knowledge and experience of
         financial and business matters as will enable him to utilize the
         information made available to him in connection with the offering of
         the shares to evaluate the merits and risks of the prospective
         investment and to make an informed investment decision;

                   (d) The Subscriber recognizes that the Fund (and its
         respective series) has only recently been organized, that the Fund has
         no financial or operating history and further, that investment in the
         Fund involves certain risks, and the Subscriber has taken full
         cognizance of and understands all of the risks related to the purchase
         of the shares, and the Subscriber acknowledges that he has suitable
         financial resources and anticipated income to bear the economic risks
         of such an investment;

                   (e) The Subscriber is purchasing shares for investment for
         his own account and not on behalf of any other person or persons, and
         not with any intention of redemption, distribution or resale of shares,
         either in whole or in part;

               (f) The Subscriber will not sell the shares purchased by him
         without registration of them under the Securities Act or exemption
         therefrom;

                   (g) The Subscriber has been furnished with and has read this
         agreement, the Preliminary Prospectus and such other documents relating
         to the Fund and its series as he has requested and as have been
         provided to him by the Fund;

               (h) The Subscriber has also had the opportunity to ask questions
         of, and receive answers from, officers of the Fund concerning the Fund,
         its series, and the terms of the offering; and

               (i) The Subscriber recognizes that the Fund reserves the right to
         reject or limit any subscription.


                                      5-2


<PAGE>

          3. SOCIAL SECURITY NUMBER. The Subscriber certifies under penalties of
perjury that the number shown on this form is the Subscriber's correct social
security number and that he is not subject to backup withholding as a result of
a failure to report all interest and dividend income to the Internal Revenue
Service.

          4. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.

          5. The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.


                                      5-3

<PAGE>


         IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.


                                                          ISLAMIA GROUP OF FUNDS



                                                          By  /S/ Q.A. KHAN
                                                              -------------


 [INSERT NAME AND ADDRESS]
Social Security Number:



/S/ F. SULTAN
--------------

/S/ SARA SULTAN
---------------
(Signature)


                                      5-4



<PAGE>




                             ISLAMIA GROUP OF FUNDS

                             SUBSCRIPTION AGREEMENT

         This Agreement made this 1st day of June, 2000 by and between Islamia
Group of Funds, a Massachusetts business trust (the "Fund"), and Omar Sultan,
(the "SUBSCRIBER").

          1. SHARE SUBSCRIPTION. The Subscriber subscribes for and agrees to
purchase from the Fund 1,000 shares of beneficial interest of the Fund's series,
the Islamia Income Fund for a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary prospectus ("PRELIMINARY
PROSPECTUS"). Subscriber agrees to make payment for these shares at such time as
demand for payment may be made by an officer of the Fund.

         The Subscriber understands that the Fund filed a registration statement
with the Securities and Exchange Commission on Form N-1A, which contains the
Preliminary Prospectus describing the Fund and the shares. The Subscriber
acknowledges receipt of a copy of the Preliminary Prospectus.

         The Subscriber recognizes that the Fund will not be fully operational
until it commences public offering of its shares. Accordingly, a number of
features of the Fund described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and redemption of shares
upon request of shareholders, are not, in fact, in existence at the present time
and will not be instituted until the Fund's registration statement becomes
effective under the Securities Act of 1933 (the "SECURITIES ACT").

         2. REPRESENTATIONS AND WARRANTIES: The Subscriber hereby represents and
warrants the following:

               (a) The Subscriber represents that it has been informed of the
         following:

               (i) that the shares being subscribed for have not been and will
         not be registered under the Securities Act;

               (ii) that the shares will be sold by the Fund in reliance on an
         exemption from the registration requirements of the Securities Act;

               (iii) that the Fund's reliance upon an exemption from the
         registration requirements of the Securities Act is predicated in part
         on the representations and agreements contained in this Subscription
         Agreement;

               (iv) that when issued, the shares will be "restricted securities"
         as defined in paragraph (a)(3) of Rule 144 of the General Rules and
         Regulations under the Securities Act ("RULE 144") and cannot be sold or
         transferred by Subscriber unless they are subsequently registered under
         the Securities Act or unless an exemption from such registration is
         available.


                                      6-1

<PAGE>


                   (v) that there does not appear to be any exemptions from the
         registration provisions of the Securities Act available to the
         Subscriber for resale of the shares. In the future, certain exemptions
         may possibly become available, including an exemption for limited sales
         in accordance with the conditions of Rule 144.

         The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (i) through (v) above is to put it on notice as to
restrictions on the transferability of the shares.

               (b) The Subscriber is aware that no federal or state agency has
         made any findings or determination as to the fairness for investment,
         nor any recommendation nor endorsement, of the Shares;

               (c) The Subscriber has such knowledge and experience of financial
         and business matters as will enable him to utilize the information made
         available to him in connection with the offering of the shares to
         evaluate the merits and risks of the prospective investment and to make
         an informed investment decision;

               (d) The Subscriber recognizes that the Fund (and its respective
         series) has only recently been organized, that the Fund has no
         financial or operating history and further, that investment in the Fund
         involves certain risks, and the Subscriber has taken full cognizance of
         and understands all of the risks related to the purchase of the shares,
         and the Subscriber acknowledges that he has suitable financial
         resources and anticipated income to bear the economic risks of such an
         investment;

               (e) The Subscriber is purchasing shares for investment for his
         own account and not on behalf of any other person or persons, and not
         with any intention of redemption, distribution or resale of shares,
         either in whole or in part;

               (f) The Subscriber will not sell the shares purchased by him
         without registration of them under the Securities Act or exemption
         therefrom;

               (g) The Subscriber has been furnished with and has read this
         agreement, the Preliminary Prospectus and such other documents relating
         to the Fund and its series as he has requested and as have been
         provided to him by the Fund;

               (h) The Subscriber has also had the opportunity to ask questions
         of, and receive answers from, officers of the Fund concerning the Fund,
         its series, and the terms of the offering; and

               (i) The Subscriber recognizes that the Fund reserves the right to
         reject or limit any subscription.

                                      6-2

<PAGE>


          3. SOCIAL SECURITY NUMBER. The Subscriber certifies under penalties of
perjury that the number shown on this form is the Subscriber's correct social
security number and that he is not subject to backup withholding as a result of
a failure to report all interest and dividend income to the Internal Revenue
Service.

          4. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.

          5. The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.


                                      6-3

<PAGE>


         IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.


                                                          ISLAMIA GROUP OF FUNDS



                                                          By  /S/ Q.A. KHAN
                                                              -------------


 [INSERT NAME AND ADDRESS]
Social Security Number:



/S/ OMAR SULTAN
---------------
(Signature)


                                      6-4



<PAGE>




                             ISLAMIA GROUP OF FUNDS

                             SUBSCRIPTION AGREEMENT

         This Agreement made this 1st day of June, 2000 by and between Islamia
Group of Funds, a Massachusetts business trust (the "Fund"), and Raj Mohammed,
(the "SUBSCRIBER").

          1. SHARE SUBSCRIPTION. The Subscriber subscribes for and agrees to
purchase from the Fund 500 shares of beneficial interest of the Fund's series,
the Islamia Income Fund for a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary prospectus ("PRELIMINARY
PROSPECTUS"). Subscriber agrees to make payment for these shares at such time as
demand for payment may be made by an officer of the Fund.

         The Subscriber understands that the Fund filed a registration statement
with the Securities and Exchange Commission on Form N-1A, which contains the
Preliminary Prospectus describing the Fund and the shares. The Subscriber
acknowledges receipt of a copy of the Preliminary Prospectus.

         The Subscriber recognizes that the Fund will not be fully operational
until it commences public offering of its shares. Accordingly, a number of
features of the Fund described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and redemption of shares
upon request of shareholders, are not, in fact, in existence at the present time
and will not be instituted until the Fund's registration statement becomes
effective under the Securities Act of 1933 (the "SECURITIES ACT").

         2. REPRESENTATIONS AND WARRANTIES: The Subscriber hereby represents and
warrants the following:

               (a) The Subscriber represents that it has been informed of the
         following:

               (i) that the shares being subscribed for have not been and will
         not be registered under the Securities Act;

               (ii) that the shares will be sold by the Fund in reliance on an
         exemption from the registration requirements of the Securities Act;

               (iii) that the Fund's reliance upon an exemption from the
         registration requirements of the Securities Act is predicated in part
         on the representations and agreements contained in this Subscription
         Agreement;

               (iv) that when issued, the shares will be "restricted securities"
         as defined in paragraph (a)(3) of Rule 144 of the General Rules and
         Regulations under the Securities Act ("RULE 144") and cannot be sold or
         transferred by Subscriber unless they are subsequently registered under
         the Securities Act or unless an exemption from such registration is
         available.


                                      7-1

<PAGE>


               (v) that there does not appear to be any exemptions from the
         registration provisions of the Securities Act available to the
         Subscriber for resale of the shares. In the future, certain exemptions
         may possibly become available, including an exemption for limited sales
         in accordance with the conditions of Rule 144.

         The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (i) through (v) above is to put it on notice as to
restrictions on the transferability of the shares.

               (b) The Subscriber is aware that no federal or state agency has
         made any findings or determination as to the fairness for investment,
         nor any recommendation nor endorsement, of the Shares;

               (c) The Subscriber has such knowledge and experience of financial
         and business matters as will enable him to utilize the information made
         available to him in connection with the offering of the shares to
         evaluate the merits and risks of the prospective investment and to make
         an informed investment decision;

               (d) The Subscriber recognizes that the Fund (and its respective
         series) has only recently been organized, that the Fund has no
         financial or operating history and further, that investment in the Fund
         involves certain risks, and the Subscriber has taken full cognizance of
         and understands all of the risks related to the purchase of the shares,
         and the Subscriber acknowledges that he has suitable financial
         resources and anticipated income to bear the economic risks of such an
         investment;

               (e) The Subscriber is purchasing shares for investment for his
         own account and not on behalf of any other person or persons, and not
         with any intention of redemption, distribution or resale of shares,
         either in whole or in part;

               (f) The Subscriber will not sell the shares purchased by him
         without registration of them under the Securities Act or exemption
         therefrom;

               (g) The Subscriber has been furnished with and has read this
         agreement, the Preliminary Prospectus and such other documents relating
         to the Fund and its series as he has requested and as have been
         provided to him by the Fund;

               (h) The Subscriber has also had the opportunity to ask questions
         of, and receive answers from, officers of the Fund concerning the Fund,
         its series, and the terms of the offering; and

               (i) The Subscriber recognizes that the Fund reserves the right to
         reject or limit any subscription.

                                      7-2

<PAGE>


          3. SOCIAL SECURITY NUMBER. The Subscriber certifies under penalties of
perjury that the number shown on this form is the Subscriber's correct social
security number and that he is not subject to backup withholding as a result of
a failure to report all interest and dividend income to the Internal Revenue
Service.

          4. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.

          5. The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.



                                      7-3
<PAGE>


         IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.


                                                          ISLAMIA GROUP OF FUNDS



                                                          By  /S/ Q.A. KHAN
                                                              -------------


 [INSERT NAME AND ADDRESS]
Social Security Number:



/S/ RAJ MOHAMMED
----------------
(Signature)





                                      7-4


<PAGE>




                             ISLAMIA GROUP OF FUNDS

                             SUBSCRIPTION AGREEMENT

         This Agreement made this 5th day of June, 2000 by and between Islamia
Group of Funds, a Massachusetts business trust (the "Fund"), and Shamim Qureshi,
(the "SUBSCRIBER").

          1. SHARE SUBSCRIPTION. The Subscriber subscribes for and agrees to
purchase from the Fund 1,000 shares of beneficial interest of the Fund's series,
the Islamia Income Fund for a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary prospectus ("PRELIMINARY
PROSPECTUS"). Subscriber agrees to make payment for these shares at such time as
demand for payment may be made by an officer of the Fund.

         The Subscriber understands that the Fund filed a registration statement
with the Securities and Exchange Commission on Form N-1A, which contains the
Preliminary Prospectus describing the Fund and the shares. The Subscriber
acknowledges receipt of a copy of the Preliminary Prospectus.

         The Subscriber recognizes that the Fund will not be fully operational
until it commences public offering of its shares. Accordingly, a number of
features of the Fund described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and redemption of shares
upon request of shareholders, are not, in fact, in existence at the present time
and will not be instituted until the Fund's registration statement becomes
effective under the Securities Act of 1933 (the "SECURITIES ACT").

         2. REPRESENTATIONS AND WARRANTIES: The Subscriber hereby represents and
warrants the following:

               (a) The Subscriber represents that it has been informed of the
         following:

               (i) that the shares being subscribed for have not been and will
         not be registered under the Securities Act;

               (ii) that the shares will be sold by the Fund in reliance on an
         exemption from the registration requirements of the Securities Act;

               (iii) that the Fund's reliance upon an exemption from the
         registration requirements of the Securities Act is predicated in part
         on the representations and agreements contained in this Subscription
         Agreement;

               (iv) that when issued, the shares will be "restricted securities"
         as defined in paragraph (a)(3) of Rule 144 of the General Rules and
         Regulations under the Securities Act ("RULE 144") and cannot be sold or
         transferred by Subscriber unless they are subsequently registered under
         the Securities Act or unless an exemption from such registration is
         available.


                                      8-1

<PAGE>


               (v) that there does not appear to be any exemptions from the
         registration provisions of the Securities Act available to the
         Subscriber for resale of the shares. In the future, certain exemptions
         may possibly become available, including an exemption for limited sales
         in accordance with the conditions of Rule 144.

         The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (i) through (v) above is to put it on notice as to
restrictions on the transferability of the shares.

               (b) The Subscriber is aware that no federal or state agency has
         made any findings or determination as to the fairness for investment,
         nor any recommendation nor endorsement, of the Shares;

               (c) The Subscriber has such knowledge and experience of financial
         and business matters as will enable him to utilize the information made
         available to him in connection with the offering of the shares to
         evaluate the merits and risks of the prospective investment and to make
         an informed investment decision;

               (d) The Subscriber recognizes that the Fund (and its respective
         series) has only recently been organized, that the Fund has no
         financial or operating history and further, that investment in the Fund
         involves certain risks, and the Subscriber has taken full cognizance of
         and understands all of the risks related to the purchase of the shares,
         and the Subscriber acknowledges that he has suitable financial
         resources and anticipated income to bear the economic risks of such an
         investment;

               (e) The Subscriber is purchasing shares for investment for his
         own account and not on behalf of any other person or persons, and not
         with any intention of redemption, distribution or resale of shares,
         either in whole or in part;

               (f) The Subscriber will not sell the shares purchased by him
         without registration of them under the Securities Act or exemption
         therefrom;

               (g) The Subscriber has been furnished with and has read this
         agreement, the Preliminary Prospectus and such other documents relating
         to the Fund and its series as he has requested and as have been
         provided to him by the Fund;

               (h) The Subscriber has also had the opportunity to ask questions
          of, and receive answers from, officers of the Fund concerning the
          Fund, its series, and the terms of the offering; and

               (i) The Subscriber recognizes that the Fund reserves the right to
         reject or limit any subscription.


                                      8-2

<PAGE>


          3. SOCIAL SECURITY NUMBER. The Subscriber certifies under penalties of
perjury that the number shown on this form is the Subscriber's correct social
security number and that he is not subject to backup withholding as a result of
a failure to report all interest and dividend income to the Internal Revenue
Service.

          4. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.

          5. The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.


                                      8-3

<PAGE>


         IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.


                                                          ISLAMIA GROUP OF FUNDS



                                                          By  /S/ Q.A. KHAN
                                                              -------------


 [INSERT NAME AND ADDRESS]
Social Security Number:



/S/ SHAMIM QURESHI
------------------
(Signature)



                                      8-4


<PAGE>




                             ISLAMIA GROUP OF FUNDS

                             SUBSCRIPTION AGREEMENT

         This Agreement made this 6th day of June, 2000 by and between Islamia
Group of Funds, a Massachusetts business trust (the "Fund"), and Mohammed
Misbahuddin and Afzal Misbah, (the "SUBSCRIBER").

          1. SHARE SUBSCRIPTION. The Subscriber subscribes for and agrees to
purchase from the Fund 500 shares of beneficial interest of the Fund's series,
the Islamia Income Fund for a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary prospectus ("PRELIMINARY
PROSPECTUS"). Subscriber agrees to make payment for these shares at such time as
demand for payment may be made by an officer of the Fund.

         The Subscriber understands that the Fund filed a registration statement
with the Securities and Exchange Commission on Form N-1A, which contains the
Preliminary Prospectus describing the Fund and the shares. The Subscriber
acknowledges receipt of a copy of the Preliminary Prospectus.

         The Subscriber recognizes that the Fund will not be fully operational
until it commences public offering of its shares. Accordingly, a number of
features of the Fund described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and redemption of shares
upon request of shareholders, are not, in fact, in existence at the present time
and will not be instituted until the Fund's registration statement becomes
effective under the Securities Act of 1933 (the "SECURITIES ACT").

         2. REPRESENTATIONS AND WARRANTIES: The Subscriber hereby represents and
warrants the following:

               (a) The Subscriber represents that it has been informed of the
         following:

               (i) that the shares being subscribed for have not been and will
         not be registered under the Securities Act;

               (ii) that the shares will be sold by the Fund in reliance on an
         exemption from the registration requirements of the Securities Act;

               (iii) that the Fund's reliance upon an exemption from the
         registration requirements of the Securities Act is predicated in part
         on the representations and agreements contained in this Subscription
         Agreement;

               (iv) that when issued, the shares will be "restricted securities"
         as defined in paragraph (a)(3) of Rule 144 of the General Rules and
         Regulations under the Securities Act ("RULE 144") and cannot be sold or
         transferred by Subscriber unless they are subsequently registered under
         the Securities Act or unless an exemption from such registration is
         available.

                                      9-1


<PAGE>


                   (v) that there does not appear to be any exemptions from the
         registration provisions of the Securities Act available to the
         Subscriber for resale of the shares. In the future, certain exemptions
         may possibly become available, including an exemption for limited sales
         in accordance with the conditions of Rule 144.

         The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (i) through (v) above is to put it on notice as to
restrictions on the transferability of the shares.

               (b) The Subscriber is aware that no federal or state agency has
         made any findings or determination as to the fairness for investment,
         nor any recommendation nor endorsement, of the Shares;

               (c) The Subscriber has such knowledge and experience of financial
         and business matters as will enable him to utilize the information made
         available to him in connection with the offering of the shares to
         evaluate the merits and risks of the prospective investment and to make
         an informed investment decision;

               (d) The Subscriber recognizes that the Fund (and its respective
         series) has only recently been organized, that the Fund has no
         financial or operating history and further, that investment in the Fund
         involves certain risks, and the Subscriber has taken full cognizance of
         and understands all of the risks related to the purchase of the shares,
         and the Subscriber acknowledges that he has suitable financial
         resources and anticipated income to bear the economic risks of such an
         investment;

               (e) The Subscriber is purchasing shares for investment for his
         own account and not on behalf of any other person or persons, and not
         with any intention of redemption, distribution or resale of shares,
         either in whole or in part;

               (f) The Subscriber will not sell the shares purchased by him
         without registration of them under the Securities Act or exemption
         therefrom;

               (g) The Subscriber has been furnished with and has read this
         agreement, the Preliminary Prospectus and such other documents relating
         to the Fund and its series as he has requested and as have been
         provided to him by the Fund;

               (h) The Subscriber has also had the opportunity to ask questions
         of, and receive answers from, officers of the Fund concerning the Fund,
         its series, and the terms of the offering; and

               (i) The Subscriber recognizes that the Fund reserves the right to
         reject or limit any subscription.


                                      9-2


<PAGE>


          3. SOCIAL SECURITY NUMBER. The Subscriber certifies under penalties of
perjury that the number shown on this form is the Subscriber's correct social
security number and that he is not subject to backup withholding as a result of
a failure to report all interest and dividend income to the Internal Revenue
Service.

          4. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.

          5. The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.


                                      9-3

<PAGE>


         IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.


                                                          ISLAMIA GROUP OF FUNDS



                                                          By  /S/ Q.A. KHAN
                                                              -------------


 [INSERT NAME AND ADDRESS]
Social Security Number:



/S/ MOHAMMED MISBAHUDDIN
------------------------
(Signature)



                                      9-4


<PAGE>




                             ISLAMIA GROUP OF FUNDS

                             SUBSCRIPTION AGREEMENT

         This Agreement made this 1st day of June, 2000 by and between Islamia
Group of Funds, a Massachusetts business trust (the "Fund"), and Zareena Abbas,
(the "SUBSCRIBER").

          1. SHARE SUBSCRIPTION. The Subscriber subscribes for and agrees to
purchase from the Fund 1,000 shares of beneficial interest of the Fund's series,
the Islamia Income Fund for a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary prospectus ("PRELIMINARY
PROSPECTUS"). Subscriber agrees to make payment for these shares at such time as
demand for payment may be made by an officer of the Fund.

         The Subscriber understands that the Fund filed a registration statement
with the Securities and Exchange Commission on Form N-1A, which contains the
Preliminary Prospectus describing the Fund and the shares. The Subscriber
acknowledges receipt of a copy of the Preliminary Prospectus.

         The Subscriber recognizes that the Fund will not be fully operational
until it commences public offering of its shares. Accordingly, a number of
features of the Fund described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and redemption of shares
upon request of shareholders, are not, in fact, in existence at the present time
and will not be instituted until the Fund's registration statement becomes
effective under the Securities Act of 1933 (the "SECURITIES ACT").

         2. REPRESENTATIONS AND WARRANTIES: The Subscriber hereby represents and
warrants the following:

               (a) The Subscriber represents that it has been informed of the
         following:

               (i) that the shares being subscribed for have not been and will
         not be registered under the Securities Act;

               (ii) that the shares will be sold by the Fund in reliance on an
         exemption from the registration requirements of the Securities Act;

               (iii) that the Fund's reliance upon an exemption from the
         registration requirements of the Securities Act is predicated in part
         on the representations and agreements contained in this Subscription
         Agreement;

               (iv) that when issued, the shares will be "restricted securities"
         as defined in paragraph (a)(3) of Rule 144 of the General Rules and
         Regulations under the Securities Act ("RULE 144") and cannot be sold or
         transferred by Subscriber unless they are subsequently registered under
         the Securities Act or unless an exemption from such registration is
         available.


                                      10-1

<PAGE>


               (v) that there does not appear to be any exemptions from the
         registration provisions of the Securities Act available to the
         Subscriber for resale of the shares. In the future, certain exemptions
         may possibly become available, including an exemption for limited sales
         in accordance with the conditions of Rule 144.

         The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (i) through (v) above is to put it on notice as to
restrictions on the transferability of the shares.

               (b) The Subscriber is aware that no federal or state agency has
         made any findings or determination as to the fairness for investment,
         nor any recommendation nor endorsement, of the Shares;

               (c) The Subscriber has such knowledge and experience of financial
         and business matters as will enable him to utilize the information made
         available to him in connection with the offering of the shares to
         evaluate the merits and risks of the prospective investment and to make
         an informed investment decision;

               (d) The Subscriber recognizes that the Fund (and its respective
         series) has only recently been organized, that the Fund has no
         financial or operating history and further, that investment in the Fund
         involves certain risks, and the Subscriber has taken full cognizance of
         and understands all of the risks related to the purchase of the shares,
         and the Subscriber acknowledges that he has suitable financial
         resources and anticipated income to bear the economic risks of such an
         investment;

               (e) The Subscriber is purchasing shares for investment for his
         own account and not on behalf of any other person or persons, and not
         with any intention of redemption, distribution or resale of shares,
         either in whole or in part;

               (f) The Subscriber will not sell the shares purchased by him
         without registration of them under the Securities Act or exemption
         therefrom;

               (g) The Subscriber has been furnished with and has read this
         agreement, the Preliminary Prospectus and such other documents relating
         to the Fund and its series as he has requested and as have been
         provided to him by the Fund;

               (h) The Subscriber has also had the opportunity to ask questions
         of, and receive answers from, officers of the Fund concerning the Fund,
         its series, and the terms of the offering; and

               (i) The Subscriber recognizes that the Fund reserves the right to
         reject or limit any subscription.


                                      10-2


<PAGE>


          3. SOCIAL SECURITY NUMBER. The Subscriber certifies under penalties of
perjury that the number shown on this form is the Subscriber's correct social
security number and that he is not subject to backup withholding as a result of
a failure to report all interest and dividend income to the Internal Revenue
Service.

          4. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.

          5. The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.



                                      10-3

<PAGE>


         IN WITNESS WHEREOF, this Subscription Agreement has been executed by
the parties hereto as of the day and date first above written.


                                                          ISLAMIA GROUP OF FUNDS



                                                          By  /S/ Q.A. KHAN
                                                              -------------


 [INSERT NAME AND ADDRESS]
Social Security Number:



/S/ ZARINA ABBAS
----------------
(Signature)


                                      10-4






<PAGE>




                             ISLAMIA GROUP OF FUNDS

                             SUBSCRIPTION AGREEMENT

         This Agreement made this 29th day of May, 2000 by and between Islamia
Group of Funds, a Massachusetts business trust (the "Fund"), and S.G. Hasnain
Ashrafi or Tasneem K. Ashrafi, (the "SUBSCRIBER").

          1. SHARE SUBSCRIPTION. The Subscriber subscribes for and agrees to
purchase from the Fund 250 shares of beneficial interest of the Fund's series,
the Islamia Income Fund for a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary prospectus ("PRELIMINARY
PROSPECTUS"). Subscriber agrees to make payment for these shares at such time as
demand for payment may be made by an officer of the Fund.

         The Subscriber understands that the Fund filed a registration statement
with the Securities and Exchange Commission on Form N-1A, which contains the
Preliminary Prospectus describing the Fund and the shares. The Subscriber
acknowledges receipt of a copy of the Preliminary Prospectus.

         The Subscriber recognizes that the Fund will not be fully operational
until it commences public offering of its shares. Accordingly, a number of
features of the Fund described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and redemption of shares
upon request of shareholders, are not, in fact, in existence at the present time
and will not be instituted until the Fund's registration statement becomes
effective under the Securities Act of 1933 (the "SECURITIES ACT").

         2. REPRESENTATIONS AND WARRANTIES: The Subscriber hereby represents and
warrants the following:

               (a) The Subscriber represents that it has been informed of the
         following:

               (i) that the shares being subscribed for have not been and will
         not be registered under the Securities Act;

               (ii) that the shares will be sold by the Fund in reliance on an
         exemption from the registration requirements of the Securities Act;

               (iii) that the Fund's reliance upon an exemption from the
         registration requirements of the Securities Act is predicated in part
         on the representations and agreements contained in this Subscription
         Agreement;

               (iv) that when issued, the shares will be "restricted securities"
         as defined in paragraph (a)(3) of Rule 144 of the General Rules and
         Regulations under the Securities Act ("RULE 144") and cannot be sold or
         transferred by Subscriber unless they are subsequently registered under
         the Securities Act or unless an exemption from such registration is
         available.


                                      11-1


<PAGE>


               (v) that there does not appear to be any exemptions from the
         registration provisions of the Securities Act available to the
         Subscriber for resale of the shares. In the future, certain exemptions
         may possibly become available, including an exemption for limited sales
         in accordance with the conditions of Rule 144.

         The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (i) through (v) above is to put it on notice as to
restrictions on the transferability of the shares.

               (b) The Subscriber is aware that no federal or state agency has
         made any findings or determination as to the fairness for investment,
         nor any recommendation nor endorsement, of the Shares;

               (c) The Subscriber has such knowledge and experience of financial
         and business matters as will enable him to utilize the information made
         available to him in connection with the offering of the shares to
         evaluate the merits and risks of the prospective investment and to make
         an informed investment decision;

               (d) The Subscriber recognizes that the Fund (and its respective
         series) has only recently been organized, that the Fund has no
         financial or operating history and further, that investment in the Fund
         involves certain risks, and the Subscriber has taken full cognizance of
         and understands all of the risks related to the purchase of the shares,
         and the Subscriber acknowledges that he has suitable financial
         resources and anticipated income to bear the economic risks of such an
         investment;

               (e) The Subscriber is purchasing shares for investment for his
         own account and not on behalf of any other person or persons, and not
         with any intention of redemption, distribution or resale of shares,
         either in whole or in part;

               (f) The Subscriber will not sell the shares purchased by him
         without registration of them under the Securities Act or exemption
         therefrom;

               (g) The Subscriber has been furnished with and has read this
         agreement, the Preliminary Prospectus and such other documents relating
         to the Fund and its series as he has requested and as have been
         provided to him by the Fund;

               (h) The Subscriber has also had the opportunity to ask questions
         of, and receive answers from, officers of the Fund concerning the Fund,
         its series, and the terms of the offering; and

               (i) The Subscriber recognizes that the Fund reserves the right to
         reject or limit any subscription.


                                      11-2


<PAGE>


          3. SOCIAL SECURITY NUMBER. The Subscriber certifies under penalties of
perjury that the number shown on this form is the Subscriber's correct social
security number and that he is not subject to backup withholding as a result of
a failure to report all interest and dividend income to the Internal Revenue
Service.

          4. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.

          5. The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.



                                      11-3


<PAGE>


IN WITNESS WHEREOF, this Subscription Agreement has been executed by the parties
hereto as of the day and date first above written.


                                                          Islamia Group of Funds



                                                          By  /S/ Q.A. KHAN
                                                              -------------



[INSERT NAME AND ADDRESS]
Social Security Number:



/S/ S.G. HASNAIN ASHRAFI
------------------------



/S/ TASNEEM K. ASHRAFI
---------------------------
(Signature)


                                      11-4






<PAGE>




                             ISLAMIA GROUP OF FUNDS

                             SUBSCRIPTION AGREEMENT

         This Agreement made this 29th day of May, 2000 by and between Islamia
Group of Funds, a Massachusetts business trust (the "Fund"), and Sarah Ashrafi
or Tasneem K. Ashrafi, (the "SUBSCRIBER").

          1. SHARE SUBSCRIPTION. The Subscriber subscribes for and agrees to
purchase from the Fund 250 shares of beneficial interest of the Fund's series,
the Islamia Income Fund for a purchase price of $10.00 per share, on the terms
and conditions set forth herein and in the preliminary prospectus ("PRELIMINARY
PROSPECTUS"). Subscriber agrees to make payment for these shares at such time as
demand for payment may be made by an officer of the Fund.

         The Subscriber understands that the Fund filed a registration statement
with the Securities and Exchange Commission on Form N-1A, which contains the
Preliminary Prospectus describing the Fund and the shares. The Subscriber
acknowledges receipt of a copy of the Preliminary Prospectus.

         The Subscriber recognizes that the Fund will not be fully operational
until it commences public offering of its shares. Accordingly, a number of
features of the Fund described in the Preliminary Prospectus, including, without
limitation, the declaration and payment of dividends, and redemption of shares
upon request of shareholders, are not, in fact, in existence at the present time
and will not be instituted until the Fund's registration statement becomes
effective under the Securities Act of 1933 (the "SECURITIES ACT").

         2. REPRESENTATIONS AND WARRANTIES: The Subscriber hereby represents and
warrants the following:

               (a) The Subscriber represents that it has been informed of the
         following:

               (i) that the shares being subscribed for have not been and will
         not be registered under the Securities Act;

               (ii) that the shares will be sold by the Fund in reliance on an
         exemption from the registration requirements of the Securities Act;

               (iii) that the Fund's reliance upon an exemption from the
         registration requirements of the Securities Act is predicated in part
         on the representations and agreements contained in this Subscription
         Agreement;

               (iv) that when issued, the shares will be "restricted securities"
         as defined in paragraph (a)(3) of Rule 144 of the General Rules and
         Regulations under the Securities Act ("RULE 144") and cannot be sold or
         transferred by Subscriber unless they are subsequently registered under
         the Securities Act or unless an exemption from such registration is
         available.


                                      12-1


<PAGE>


               (v) that there does not appear to be any exemptions from the
         registration provisions of the Securities Act available to the
         Subscriber for resale of the shares. In the future, certain exemptions
         may possibly become available, including an exemption for limited sales
         in accordance with the conditions of Rule 144.

         The Subscriber understands that a primary purpose of the information
acknowledged in subparagraphs (i) through (v) above is to put it on notice as to
restrictions on the transferability of the shares.

               (b) The Subscriber is aware that no federal or state agency has
         made any findings or determination as to the fairness for investment,
         nor any recommendation nor endorsement, of the Shares;

               (c) The Subscriber has such knowledge and experience of financial
         and business matters as will enable him to utilize the information made
         available to him in connection with the offering of the shares to
         evaluate the merits and risks of the prospective investment and to make
         an informed investment decision;

               (d) The Subscriber recognizes that the Fund (and its respective
         series) has only recently been organized, that the Fund has no
         financial or operating history and further, that investment in the Fund
         involves certain risks, and the Subscriber has taken full cognizance of
         and understands all of the risks related to the purchase of the shares,
         and the Subscriber acknowledges that he has suitable financial
         resources and anticipated income to bear the economic risks of such an
         investment;

               (e) The Subscriber is purchasing shares for investment for his
         own account and not on behalf of any other person or persons, and not
         with any intention of redemption, distribution or resale of shares,
         either in whole or in part;

               (f) The Subscriber will not sell the shares purchased by him
         without registration of them under the Securities Act or exemption
         therefrom;

               (g) The Subscriber has been furnished with and has read this
         agreement, the Preliminary Prospectus and such other documents relating
         to the Fund and its series as he has requested and as have been
         provided to him by the Fund;

               (h) The Subscriber has also had the opportunity to ask questions
         of, and receive answers from, officers of the Fund concerning the Fund,
         its series, and the terms of the offering; and

               (i) The Subscriber recognizes that the Fund reserves the right to
         reject or limit any subscription.


                                      12-2


<PAGE>


          3. SOCIAL SECURITY NUMBER. The Subscriber certifies under penalties of
perjury that the number shown on this form is the Subscriber's correct social
security number and that he is not subject to backup withholding as a result of
a failure to report all interest and dividend income to the Internal Revenue
Service.

          4. This Subscription Agreement and all of its provisions shall be
binding upon the legal representatives, heirs, successors and assigns of the
parties hereto.

          5. The Fund's Declaration of Trust is on file with the Secretary of
the Commonwealth of Massachusetts. This Agreement is executed on behalf of the
Fund by the Fund's officers as officers and not individually and the obligations
imposed upon the Fund by this Agreement are not binding upon any of the Fund's
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.



                                      12-3


<PAGE>


IN WITNESS WHEREOF, this Subscription Agreement has been executed by the parties
hereto as of the day and date first above written.


                                                          Islamia Group of Funds




                                                          By  /S/ Q.A. KHAN
                                                              -------------


 [INSERT NAME AND ADDRESS]
Social Security Number:

/S/ SARAH ASHRAFI
-----------------

/S/ TASNEEM K. ASHRAFI
---------------------------
(Signature)



                                      12-4


<PAGE>


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