EXHIBIT (D)
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;
<PAGE>
(d) to determine if the securities purchased for a
Fund are consistent with Islamic principles as applicable
pursuant to the Fund's investment objectives, policies and
restrictions. In making such a determination, the Manager
shall make a good faith effort, using the best publicly
available information obtainable by it, to identify those
companies and other issuers of securities whose products,
services and/or activities are substantially consistent with
core Islamic teachings;
(e) 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;
(f) 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;
(g) 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
(h) 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).
-2-
<PAGE>
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 administrator pursuant to the Administration
and 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;
-3-
<PAGE>
(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, any
administrator 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 Securities Act of 1933, 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;
-4-
<PAGE>
(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.
-5-
<PAGE>
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. Except to add or delete Funds from Schedule A,
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.
-6-
<PAGE>
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. The
Trust's Declaration of Trust is on file with the State of Masachusetts.
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.
-7-
<PAGE>
Dated: June 1, 2000
ISLAMIA GROUP OF FUNDS
By /S/ Q.A. KHAN
-------------
ATTEST
By /S/ SABINA ABDUL QADIR
----------------------
INCOME ACHIEVERS, INC.
By /S/ Q.A. KHAN
-------------
ATTEST
By /S/ SABINA ABDUL QADIR
----------------------
-8-
<PAGE>
[GRAPHIC OMITTED]
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 INITIAL TERM
Islamia Income Fund June 1, 2000 June 1, 2000 to
June 1, 2002
-9-
<PAGE>
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.
-10-
<PAGE>
