EXHIBIT (H)(1)
ISLAMIA GROUP OF FUNDS
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
THIS TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT (the "Agreement")
is made as of the _____________ day of July, 2001, by and between ISLAMIA GROUP
OF FUNDS (the "Trust"), INCOME ACHIEVERS, INC., the investment adviser to the
Trust ("IAI") and FUND SERVICES, INC. D/B/A CHAMPION FUND SERVICES (the
"Transfer Agent"), a Texas corporation.
WITNESSETH THAT:
WHEREAS, the Trust is registered as an open-end management investment Trust
under the Investment Company Act of 1940, as amended (the "1940 Act"), and has
registered the Trust's shares of common stock (the "Shares") under the
Securities Act of 1933, as amended (the "1933 Act");
WHEREAS, the Transfer Agent is registered as a transfer agent under Section
17A of the Securities Exchange Act of 1934, as amended (the "1934 Act") in one
or more distinct series of portfolios (the "Fund or Funds"); and
WHEREAS, the Trust, IAI and the Transfer Agent desire to enter into this
Agreement pursuant to which the Transfer Agent will provide Transfer Agent,
shareholder servicing agent and dividend disbursing agent services to the Trust,
as may be amended from time to time, on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust, IAI and the Transfer Agent, intending to
be legally bound hereby, agree as follows:
1. APPOINTMENT OF TRANSFER AGENT. The Trust and IAI hereby appoint the
Transfer Agent as Transfer Agent, shareholder servicing agent and dividend
disbursing agent for all Shares of the Funds, and the Transfer Agent hereby
accepts such appointment under the terms of this Agreement. The Transfer
Agent shall issue, redeem and transfer shares, provide related shareholder
services, pay dividends and make other distributions, all as set forth on
Schedule B hereto, as may be amended from time to time ("Schedule B"), and
in accordance with the terms of this Agreement.
2. TRUST DOCUMENTS. The Trust has provided the Transfer Agent with properly
certified or authenticated copies of the following Trust related documents
in effect on the date hereof: the Trust's organizational documents,
including Articles of Incorporation and By-Laws; the Trust's Registration
Statement on Form N-1A, including all exhibits thereto; the Fund's
Prospectus and Statement of Additional Information; resolutions of the
Trust's Board of Trustees authorizing the appointment of the Transfer Agent
and approving this Agreement; and a certificate signed by the Secretary of
the Trust specifying the number of Shares authorized, issued, and currently
outstanding, the names and specimen signatures of the officers of the Trust
and the name and address of the legal counsel for the Trust. The Trust
shall promptly furnish to the Transfer Agent copies, properly certified or
authenticated, of all additions, amendments or supplements to the foregoing
Trust documents as well as updated certificates and opinions relating to
changes in the number of Shares authorized, issued and outstanding. The
Trust shall furnish to the Transfer Agent copies of all other information
and financial statements, which the Transfer Agent may reasonably request
for use in connection with its duties under this Agreement.
3. ISSUANCE, REDEMPTION AND TRANSFER OF SHARES. The Transfer Agent shall
follow the procedures for the issuance, redemption and transfer of Shares
set forth in this Section 3:
a. The Transfer Agent shall accept purchase orders and redemption
requests with respect to Shares on each Trust business day in
accordance with the most current Prospectus and Statement of
Additional Information provided to the Transfer Agent by the Trust
pursuant to Section 2
hereof. All Shares issued by the Transfer Agent hereunder shall be
issued only in exchange for full payment. The Trust shall provide the
Transfer Agent with sufficient advance notice to enable the Transfer
Agent to effect any changes in the purchase and redemption procedures
set forth in the Prospectus and Statement of Additional Information;
provided, however, that in no event shall such advance notice be less
than 30 days.
b. If applicable, the Transfer Agent shall also accept with respect to
each Fund business day, at such times as are agreed upon from time to
time by the Transfer Agent and the Trust, a computer tape or
electronic data transmission consistent in all respects with the
Transfer Agent's record format, as amended from time to time, which is
reasonably believed by the Transfer Agent to be furnished by or on
behalf of any servicing agent approved by the Trust ("Servicing
Agent"). The Transfer Agent reserves the right to approve, in advance,
any Servicing Agent, which approval shall not be unreasonably
withheld.
c. On each Trust business day, the Transfer Agent shall, as of the time
the Trust computes the net asset value of the Fund and class of
shares, issue to and redeem from the accounts specified in a purchase
order, redemption request, or computer tape or electronic data
transmission, the appropriate number of full and fractional Shares
based on the net asset value per Share specified in a written
instruction received from the Trust on such Fund business day.
Notwithstanding the foregoing, if a redemption specified in a computer
tape or electronic data transmission is for a dollar value of Shares
in excess of the dollar value of Shares in the specified account, the
Transfer Agent shall not effect such redemption in whole or in part
and shall within 24 hours orally advise the Servicing Agent which
supplied such tape of the discrepancy.
d. In connection with a reinvestment of a dividend or distribution of
Shares of the Fund, the Transfer Agent shall as of each Trust business
day, as specified in certified resolutions of the Trust's Board of
Trustees, issue Shares of the Fund based on the net asset value per
Share of the Fund specified in a written instruction received from the
Trust on such Trust business day.
e. On each Trust business day, the Transfer Agent shall supply the Trust
with a written statement specifying with respect to the immediately
preceding Trust business day: the total number of Shares of the Fund
(including fractional Shares) issued and outstanding at the opening of
business on such day; the total number of Shares of the Fund sold on
such day; the total number of Shares of the Fund redeemed on such day;
the total number of Shares of the Fund issued, if any, pursuant to
Section 3d. hereof; and the total number of Shares of the Fund issued
and outstanding.
f. In connection with each purchase and each redemption of Shares, the
Transfer Agent shall send such written statements to shareholders as
are prescribed by the Federal securities laws applicable to the Fund
or as described in the Prospectus and Statement of Additional
Information.
g. As of each Trust business day, the Transfer Agent shall furnish the
Trust with a written instruction setting forth the number and dollar
amount of Shares of each Fund to be redeemed on such Trust business
day.
h. Upon receipt of a proper redemption request and moneys paid to it by
the Trust's custodian ("Custodian") in connection with a redemption of
Shares, the Transfer Agent shall cancel the redeemed Shares and after
making appropriate deduction for any withholding taxes required by
applicable law, (i) in the case of a redemption of Shares pursuant to
a redemption described in Section 3a hereof, make payment in
accordance with the Fund's redemption and payment procedures described
in the applicable Prospectus and Statement of Additional Information,
and (ii) in the case of a redemption of Shares pursuant to a computer
tape or electronic data transmission described in Section 3b hereof,
make payment by directing a Federal Funds wire order to the account
previously designated by the Servicing Agent specified in said
computer tape or electronic data transmission.
i. The Transfer Agent shall not be required to issue any Shares after it
has received from an officer of the Trust or from an appropriate
Federal or state authority written notification that the sale of
Shares has been suspended or discontinued, and the Transfer Agent
shall be entitled to rely upon such written notification.
j. Upon the issuance of any Shares in accordance with this Agreement, the
Transfer Agent shall not be responsible for the payment of any
original issue or other taxes required to be paid by the Fund in
connection with such issuance of any Shares.
k. Except as otherwise provided in this Agreement, the Transfer Agent
shall transfer or redeem Shares upon presentation to the Transfer
Agent of instructions properly endorsed for transfer or redemption,
accompanied by such documents as the Transfer Agent deems necessary to
evidence the authority of the person making such transfer or
redemption, and bearing satisfactory evidence of the payment of stock
transfer taxes. The Transfer Agent shall have the right to refuse to
transfer or redeem Shares until it is satisfied that the instructions
are valid and genuine, and for that purpose it will require, unless
otherwise instructed in writing by an authorized officer of the Trust,
a guarantee of signature by an "Eligible Guarantor Institution" as
that term is defined by Rule 17Ad-15 under the 1934 Act. The Transfer
Agent shall also have the right to refuse to transfer or redeem Shares
until it is satisfied that the requested transfer or redemption is
legally authorized. The Transfer Agent shall not be liable for its
refusal to make transfers or redemptions which the Transfer Agent, in
its reasonable judgment, deems improper or unauthorized, or until it
is satisfied that there is no basis to any claims adverse to such
transfer or redemption. The Transfer Agent may, in effecting transfers
and redemptions of Shares, rely upon those provisions of the Uniform
Commercial Code or other laws relating to the transfer of securities,
as the same may be amended from time to time.
l. If instructed by the Trust, the Transfer Agent shall issue
certificates representing Shares ("Certificates"). The Trust shall
supply to the Transfer Agent a sufficient number of blank Certificates
and from time to time shall supply additional blank Certificates upon
the request of the Transfer Agent. Such blank Certificates shall be
signed manually or by facsimile signature by the duly authorized
officers of the Trust, and shall bear the corporate seal or facsimile
thereof of the Trust. Notwithstanding the death, resignation or
removal of any officer of the Trust, such executed Certificates
bearing the manual or facsimile signature of such officers shall
remain valid and may be issued to shareholders until the Trust
provides to the Transfer Agent a written instruction to the contrary.
The Transfer Agent may issue new Certificates to replace Certificates
represented to have been lost, destroyed or stolen upon receiving an
appropriate bond of indemnity satisfactory to the Transfer Agent, and
may issue new Certificates in exchange for and upon surrender of
mutilated Certificates. Except as otherwise provided in Section 3k
hereof, the Transfer Agent shall issue new Certificates to evidence
transfers of Shares upon surrender of outstanding Certificates in the
form deemed by the Transfer Agent to be properly endorsed for transfer
with all necessary endorser's signatures guaranteed by an Eligible
Guarantor Institution.
4. DIVIDENDS AND DISTRIBUTIONS. The Transfer Agent shall pay dividends and
make other distributions in accordance with the following procedures:
a. The Trust shall furnish to the Transfer Agent certified resolutions of
its Board of Trustees, either (i) setting forth the date of the
declaration of a dividend or distribution, the date of accrual or
payment, the record date as of which shareholders entitled to payment
or accrual shall be determined, the amount per share of such dividend
or distribution, the payment date on which all previously accrued and
unpaid dividends are to be paid, and the total amount, if any, payable
to the Transfer Agent on such payment date, or (ii) authorizing the
declaration of dividends and distributions on a daily or other
periodic basis or as determined by the officers of the Trust.
b. Upon the mail date specified in such resolutions or by the officers of
the Trust, the Trust shall, in the case of a cash dividend or
distribution, cause the Custodian to deposit in an account in the name
of the Transfer Agent on behalf of the Fund an amount of cash, if any,
sufficient for the Transfer Agent to make the payment, specified in
such resolution to the shareholders of record on the record date. The
Transfer Agent shall, upon receipt of any such cash, make payment of
such cash dividends or distributions to the shareholders of record as
of the record date by: (i) mailing a check, payable to the registered
shareholder, to the address of record or dividend mailing address, or
(ii) wiring such amounts to the accounts previously designated by a
Servicing Agent, as the case may be. If the Transfer Agent does not
receive from the Custodian sufficient cash to make payments of any
cash dividend or distribution to all shareholders of the Fund as of
the record date, the Transfer Agent shall, upon notifying the Trust,
withhold payment to all shareholders of record as of the record date
until sufficient cash is provided to the Transfer Agent. In lieu of
receiving from the Custodian and paying the shareholders cash
dividends or distributions, the Transfer Agent may arrange for direct
payment of cash dividends and
distributions to shareholders by the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to time
by and among the Trust, the Transfer Agent and the Custodian.
c. The Transfer Agent shall file such appropriate information returns
concerning the payment of dividends and distributions with the proper
Federal, state and local authorities as are required by law to be
filed by the Trust, and shall be responsible for the collection or
withholding of taxes due on such dividends or distributions due to
shareholders, if such collection or withholding is required by
applicable law.
5. RECORD KEEPING AND OTHER INFORMATION. The Transfer Agent shall create and
maintain all necessary records in accordance with all applicable laws,
rules and regulations, including, but not limited to, records identified on
Schedule B hereto and required by Section 31(a) of the 1940 Act and the
rules thereunder, as the same may be amended from time to time, relating to
the various services performed by it. All records shall be the property of
the Trust at all times and shall be available for inspection and use by the
Trust. Where applicable, such records shall be maintained by the Transfer
Agent for the periods and in the places required by Rule 31a-2 under the
1940 Act.
6. AUDIT, INSPECTION AND VISITATION. The Transfer Agent shall make available
during regular business hours all records and other data created and
maintained pursuant to this Agreement for reasonable audit and inspection
by the Trust or any person retained by the Trust. Upon reasonable notice by
the Trust, the Transfer Agent shall make available during regular business
hours its facilities and premises employed in connection with its
performance of this Agreement for reasonable visitation by the Trust, or
any person retained by the Trust.
7. COMPLIANCE WITH GOVERNMENT RULES AND REGULATIONS. Except as otherwise
provided herein, the Trust assumes full responsibility for ensuring that
the Trust complies with all applicable requirements of the 1933 Act, the
1934 Act, the 1940 Act and rules thereunder, and any other applicable laws,
rules and regulations.
8. COMPENSATION. The Trust shall pay to the Transfer Agent as compensation for
services rendered hereunder the annual fee set forth in Schedule A. The fee
shall be calculated and accrued daily, and paid monthly. The Trust shall
also reimburse the Transfer Agent for its out-of-pocket expenses related to
the performance of its duties hereunder, including, without limitation,
FUND/SERV & Networking fees; telecommunications charges (such as toll-free
lines, voice response system and over-flow call centers); Blue Sky permit
fees; filing fees; internet web hosting; postage and delivery services;
record retention costs (such as microfilm, microfiche and off-site
storage); reproduction charges; custom programming; and traveling and
lodging expenses incurred by officers and employees of the Transfer Agent.
The Trust shall pay the Transfer Agent's monthly invoices for transfer
agency fees and out-of-pocket expenses on the first business day following
the respective month-end. If this Agreement becomes effective subsequent to
the first day of a month or terminates before the last day of a month, the
Trust shall pay the Transfer Agent a transfer agency fee that is prorated
for that part of the month in which this Agreement is in effect. All rights
of compensation and reimbursement under this Agreement for services
performed by the Transfer Agent as of the termination date shall survive
the termination of this Agreement.
9. APPOINTMENT OF AGENTS. The Transfer Agent may at any time or times in its
discretion appoint (and may at any time remove) other parties as its agent
to carry out such provisions of this Agreement as the Transfer Agent may
from time to time direct; provided, however, that the appointment of any
such agent shall not relieve the Transfer Agent of any of its
responsibilities or liabilities hereunder, and further provided that the
Transfer Agent shall be liable to the Trust and IAI for any loss to either
of them arising out of the actions of such other parties unless such
actions are taken in good faith and with due diligence, and do not involve
either negligence or willful misconduct by such party.
10. USE OF TRANSFER AGENT'S NAME. The Fund shall not use the name of the
Transfer Agent or any of its affiliates in any Prospectuses, Statements of
Additional Information, sales literature or other material relating to the
Trust in a manner not approved prior thereto in writing by the Transfer
Agent; provided,
however, that during the term hereof the Transfer Agent shall approve all
uses of its and its affiliates' names that merely refer in accurate terms
to their appointments hereunder or that are required by the Securities and
Exchange Commission (the "SEC") or a state securities commission; and
further provided, that in no event shall such approval be unreasonably
withheld.
11. USE OF FUND'S NAME. Neither the Transfer Agent nor any of its affiliates
shall use the name of the Trust, the Fund or IAI or material relating to
any of them on any forms (including any checks, bank drafts or bank
statements) for other than internal use in a manner not approved prior
thereto in writing by the Trust and IAI; provided, however, that during the
term hereof the Trust and IAI shall approve all uses of their name or the
name of the Fund that merely refer in accurate terms to the appointment of
the Transfer Agent hereunder or that are required by the SEC or state
securities commission; and further provided, that in no event shall such
approval be unreasonably withheld.
12. LIABILITY OF TRANSFER AGENT. The Transfer Agent's liability shall be
limited as follows:
a. The duties of the Transfer Agent shall be limited to those expressly
set forth herein, and no implied duties are assumed by or may be
asserted against the Transfer Agent hereunder. The Transfer Agent may,
in connection with this Agreement, employ agents or attorneys in fact,
and shall be liable for their conduct in accordance with the
provisions of Section 9 hereof. With respect to its own conduct, the
Transfer Agent shall not be liable for any loss arising out of or in
connection with its actions under this Agreement so long as it acts in
good faith and with due diligence, and is not negligent or guilty of
any willful misconduct.
b. With prior approval of IAI or the Trust (except with respect to
routine matters when such prior approval shall not be required), the
Transfer Agent may consult counsel to the Trust or the Trust's
independent public accountants or other experts with respect to any
matter arising in connection with the Transfer Agent's duties, and the
Transfer Agent shall not be liable for any action taken or omitted by
the Transfer Agent in good faith in reliance on the oral or written
instruction of such counsel, accountants or other experts.
c. The Transfer Agent shall not be liable for any action taken or omitted
by the Transfer Agent in reliance on the oral or written instruction,
authorization, approval or information provided to the Transfer Agent
by any person reasonably believed by the Transfer Agent to be
authorized by the Trust to give such instruction, authorization,
approval or information.
d. Any person, even though also an officer, director, employee or agent
of the Transfer Agent or any of its affiliates, who may be or become
an officer or Trustee of the Trust, shall be deemed, when rendering
services to the Trust as such officer or Trustee to be rendering such
services to or acting solely for the Trust and not as an officer,
Trustee, employee or agent or one under the control or direction of
the Transfer Agent or any of its affiliates, even though paid by one
of those entities.
e. The Transfer Agent shall not be liable or responsible for any acts or
omissions of any predecessor transfer agent or any other persons
having responsibility for matters to which this Agreement relates
prior to the effective date of this Agreement nor shall the Transfer
Agent be responsible for reviewing any such act or omissions.
f. The Transfer Agent shall not be liable for any loss suffered by the
Trust or its shareholders in the event that a computer tape or
electronic data transmission from a Servicing Agent may not be
processed by the Transfer Agent for any reason beyond the reasonable
control of the Transfer Agent, or if any of the information on such
tape or transmission is reasonably believed by the Transfer Agent to
be incorrect.
g. The Transfer Agent shall not be liable for any action taken or omitted
by the Transfer Agent in reliance upon the provisions of the Uniform
Commercial Code or other laws relating to the transfers of securities,
as the same may be amended from time to time.
h. The Transfer Agent shall not be liable for its refusal to transfer or
redeem Shares in accordance with Section 3k hereof.
i. The Transfer Agent shall not be liable for any improper dividend
payments or distributions made in reliance on certified resolutions of
the Trust's Board of Trustees. In addition, the Transfer Agent shall
not be liable for the determination of the rate or form of dividends
or distributions due or payable to the shareholders as set forth in
the certified resolutions. The Transfer Agent shall not be liable for
any loss to the Fund resulting from processing by the
Transfer Agent of a dividend or distribution based on incorrect
information provided in the certified resolutions, and the Trust shall
pay to the Transfer Agent any and all costs, both direct and
out-of-pocket, incurred to remedy such error, provided, that the
Transfer Agent will take all possible steps to mitigate such costs, if
any.
j. The Transfer Agent shall not be liable to the Trust with respect to
any redemption drafts processed in accordance with written redemption
draft procedures established by the Transfer Agent and the Trust;
provided, however, that notwithstanding anything to the contrary in
such procedures, the Transfer Agent shall not be liable for any
material alteration to or forgery of any endorsement, it being
understood that the Transfer Agent's sole responsibility with respect
to inspecting redemption drafts is to use reasonable care to verify
the drawer's signature against signatures on file.
k. The Transfer Agent shall not be liable for permitting any person to
inspect shareholder records of the Trust, if it receives an opinion
from its counsel that there is a reasonable likelihood that the
Transfer Agent will be held liable for failure to permit access to
such shareholder records. The Transfer Agent shall promptly notify the
Trust that such disclosure has been made or is to be made.
l. The Transfer Agent shall be under no duty or obligation to inquire
into, and shall not be liable for: the legality of the issue or sale
of any Shares, the sufficiency of the amount to be received therefor,
or the authority of a Servicing Agent or of the Trust, to request such
sale or issuance; the legality of a transfer of Shares, or of a
redemption of any Shares, the propriety of the amount to be paid
therefore, or the authority of the Servicing Agent or the Trust to
request such transfer or redemption; the legality of the declaration
of any dividend by the Trust, or the legality of the issue of any
Shares in payment of any stock dividends; or the legality of any
recapitalization or readjustment of Shares. As used in this Section 12
(except Section 12e) and in Section 13, the term "Transfer Agent"
shall include Trustees, officers, employees and other agents of the
Transfer Agent.
13. INDEMNIFICATION. (a) The Trust hereby agrees to indemnify and hold harmless
the Transfer Agent from and against all claims, demands, expenses
(including attorney's fees) and liabilities, whether with or without basis
in fact or law, of any and every nature which the Transfer Agent may
sustain or incur or which may be asserted against the Transfer Agent by any
person of, or as a result of: (i) any action taken or omitted to be taken
by the Transfer Agent in good faith in reliance upon any certificate,
instrument, order or stock certificates believed by it to be genuine and to
be signed, countersigned or executed by any duly authorized person, upon
the oral instructions or written instructions of an authorized person of
the Trust or upon the opinion of legal counsel for the Trust or its
counsel; or (ii) any action taken or permitted to be taken by the Transfer
Agent in connection with its appointment in good faith in reliance upon any
law, act, regulation or interpretation of the same even though the same may
thereafter have been altered, changed, amended or repealed. However,
indemnification hereunder shall not apply to actions or omissions of the
Transfer Agent or its directors, officers, employees or agents in cases of
its own negligence, willful misconduct, bad faith, or reckless disregard of
its or their own duties hereunder. The right to indemnity hereunder shall
include the right to advancement of defense expenses in the event of any
pending or threatened litigation; provided, however, that the Transfer
Agent shall agree that any advancement of expenses shall be returned to the
Trust if it is ultimately determined by an administrative or judicial
tribunal that the expenses (and related liability, if any) resulted from
the Transfer Agent's own willful misfeasance, bad faith, negligence or
reckless disregard of its duties and obligations under this Agreement.
The Transfer Agent shall give prompt written notice to the Trust of a
written assertion or claim of any threatened or pending legal proceeding
which may be subject to indemnity under this Section; provided, however,
that any inadvertent failure to notify the Trust of such written assertion
or claim shall not operate to relieve the Trust of any liability hereunder.
The Trust shall be entitled, if it so elects, to assume the defense of any
claim subject to this indemnity and such defense shall be conducted by
counsel chosen by the Trust with notice to the Transfer Agent. In the event
that the Trust elects to assume the defense of any claim pursuant to the
preceding sentence, the Transfer Agent shall bear the fees and expenses of
additional counsel retained by it. If the Trust does not elect to assume
the defense of a claim, the Trust shall advance or reimburse the Transfer
Agent, at the election of the Transfer Agent, reasonable fees and expenses
of any counsel retained by the Transfer Agent, including reasonable
investigation costs.
(b) The Transfer Agent hereby agrees to indemnify and hold harmless the
Trust and IAI from and against all claims, demands, expenses (including
attorney's fees) and liabilities, whether with or without basis in fact or
law, of any and every nature which the Trust or IAI may sustain or incur or
which may be asserted against either of them by any person by reason of, or
as a result of any action taken or omitted to be taken by the Transfer
Agent or any of its Trustees, officers, employees or agents, to the extent
that such action was the result of its or their negligence, willful
misconduct, bad faith or reckless disregard of duties hereunder. The right
to indemnity hereunder shall include the right to advancement of defense
expenses in the event of any pending or threatened litigation.
The Trust or IAI shall give prompt written notice to the Transfer Agent of
a written assertion or claim of any threatened or pending legal proceeding
which may be subject to indemnity under this Section; provided, however,
that any inadvertent failure to notify the Transfer Agent of such written
assertion or claim shall not operate to relieve the Transfer Agent of any
liability arising hereunder. The Transfer Agent shall be entitled, if it so
elects, to assume the defense of any suit brought to enforce a claim
subject to this Indemnity, and such defense shall be conducted by counsel
chosen by the Transfer Agent with notice to the Trust or IAI, as
applicable. In the event that the Transfer Agent elects to assume the
defense of any claim pursuant to the preceding sentence, the Trust or IAI
shall bear the fees and expenses of additional counsel retained by it. If
the Transfer Agent does not elect to assume the defense of a claim, the
Transfer Agent shall advance or reimburse the Trust or IAI, at the election
of the such party, reasonable fees and expenses of any counsel retained by
them, including reasonable investigation costs.
14. SCOPE OF DUTIES. The Transfer Agent and the Trust shall regularly consult
with each other regarding the Transfer Agent's performance of its
obligations and its compensation under the foregoing provisions. In
connection therewith, the Trust shall submit to the Transfer Agent, at a
reasonable time in advance of filing with the SEC, copies of any amended or
supplemented Registration Statement of the Trust (including exhibits) under
the 1933 Act and the 1940 Act, and, at a reasonable time in advance of
their proposed use, copies of any amended or supplemented forms relating to
any plan, program or service offered by the Trust. Any change in such
materials that would require any change in the Transfer Agent's obligations
under the foregoing provisions shall be subject to the Transfer Agent's
approval. The Transfer Agent shall have no obligation to perform any
additional obligations unless requested to do so by the Trust or IAI. In
the event that IAI or the Trust requests that the Transfer Agent perform
services representing a material increase in the Transfer Agent's
obligations hereunder, and the Transfer Agent agrees to do so, the Transfer
Agent shall be entitled to receive reasonable compensation therefor.
15. DURATION. This Agreement shall become effective on the date first written
above and shall continue in force for one year from that date, or until the
merger of the Trust into a series of another new or existing registered
investment Trust is effective, whichever is earlier (the "Initial Term").
Thereafter, this Agreement shall continue in force from year to year (each
a "Successive Term"), provided continuance after the Initial Term is
approved at least annually by (i) the vote of a majority of the Trustees of
the Trust; (ii) the vote of a majority of those Trustees of the Trust who
are not "interested persons" of the Trust, and who are not parties to this
Agreement or "interested persons" of any such party (as determined under
the 1940 Act), cast at a meeting called for the purpose of voting on the
approval; and (iii) an appropriate officer of IAI.
16. TERMINATION. This Agreement shall terminate as follows:
a. This Agreement shall terminate automatically in the event of its
assignment.
b. Either the Trust, IAI or the Transfer Agent may terminate this
Agreement without penalty prior to the commencement of any Successive
Term by providing to the other party 90 days prior written notice of
such termination.
c. Any party (the "terminating party") may immediately terminate this
Agreement during the Initial Term or any Successive Term in the event
of a material breach of this Agreement by the other party (the
"breaching party"), provided that the terminating party has given to
the breaching party notice of such breach and the breaching party has
not remedied such breach within 45 days after receipt of such notice.
Upon the termination of this Agreement, the Trust shall pay to the Transfer
Agent such compensation and out-of- pocket expenses as may be payable for
the period prior to the effective date of such termination. In the event
that the Trust designates a successor to any of the Transfer Agent's
obligations hereunder, the Transfer Agent shall, at the expense and
direction of the Fund, transfer to such successor all relevant books,
records and other data established or maintained by the Transfer Agent
under the foregoing provisions.
Sections 8, 10, 11, 12, 13, 6, 17, 21, 2, 23, 24, 25 and 26 shall
indefinitely survive any termination of this Agreement.
17. FORCE MAJEURE. The Transfer Agent shall not be liable for any delays or
errors in the performance of its obligations hereunder occurring by reason
of circumstances not reasonably foreseeable and beyond its control,
including but not limited to acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot or failure of communication or power supply. In the
event of equipment breakdowns which are beyond the reasonable control of
the Transfer Agent and not primarily attributable to the failure of the
Transfer Agent to reasonably maintain or provide for the maintenance of
such equipment, the Transfer Agent shall, at no additional expense to the
Trust or IAI, take reasonable steps in good faith to minimize service
interruptions, but shall have no liability with respect thereto.
18. AMENDMENT. The terms of this Agreement shall not be waived, altered,
modified, amended or supplemented in any manner whatsoever except by a
written instrument signed by the Transfer Agent and the Trust.
19. NON-EXCLUSIVE SERVICES. The services of the Transfer Agent rendered to the
Trust are not exclusive. The Transfer Agent may render such services to any
other investment Trust and have other businesses and interests.
20. DEFINITIONS. As used in this Agreement, the terms "assignment" and
"interested person" shall have the respective meanings specified in the
1940 Act and rules enacted thereunder as now in effect or hereafter
amended.
21. PRIVACY POLICY. It is the policy of the Transfer Agent to maintain the
security and privacy of all non-public personal information it collects on
its clients and/or its clients' shareholders. Personal information that we
collect may include: name, address, phone number, social security
number/tax identification number, and date of birth, which may be received
on or in applications or other forms, correspondence, or conversations. The
Transfer Agent restricts access to non-public personal information to those
persons who require such information to provide service to the Transfer
Agent's clients and/or client shareholders and does not sell, nor make
available, personally identifiable client and/or client shareholder
information to non-affiliated parties.
The Transfer Agent shall treat confidentially and as proprietary
information of the Trust all records and other information relating to the
Trust and prior, present or potential shareholders and shall not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except as may be required by
administrative or judicial tribunals or as requested by the Trust.
22. NOTICE. Any notices and other communications required or permitted
hereunder shall be in writing and shall be effective upon delivery by hand
or upon receipt if sent by certified or registered mail (postage prepaid
and return receipt requested) or by a nationally recognized overnight
courier service
(appropriately marked for overnight delivery) or upon transmission if sent
by telex or facsimile (with request for immediate confirmation of receipt
in a manner customary for communications of such respective type and with
physical delivery of the communication being made by one or the other means
specified in this Section 22 as promptly as practicable thereafter).
Notices shall be addressed as follows:
(a) if to the Trust:
Islamia Group of Funds
c/o Income Achievers, Inc.
0000 Xxxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Q. Xxx Xxxx
(b) if to the Transfer Agent:
Fund Services, Inc.
d/b/a Champion Fund Services
00000 Xxxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx
(c) if to IAI:
Income Achievers, Inc.
0000 Xxxxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Q. Xxx Xxxx
or to such other respective addresses as the Trust, IAI or the Transfer
Agent shall designate by like notice, provided that notice of a change of
address shall be effective only upon receipt thereof.
23. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
24. GOVERNING LAW. This Agreement shall be administered, construed and enforced
in accordance with the laws of the State of Texas to the extent that such
laws are not preempted by the provisions of any law of the United States
heretofore or hereafter enacted, as the same may be amended from time to
time.
25. ENTIRE AGREEMENT. This Agreement (including the Exhibits attached hereto)
contains the entire agreement and understanding of the parties with respect
to the subject matter hereof and supersedes all prior written or oral
agreements and understandings with respect thereto.
26. MISCELLANEOUS. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction. This Agreement may be executed in two
counterparts, each of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
ISLAMIA GROUP OF FUNDS
By:
----------------------------------------------
Xxxxxxxxxx Xxx Yar Khan
INCOME ACHIEVERS, INC.
By:
----------------------------------------------
Xxxxxxxxxx Xxx Yar Khan
FUND SERVICES, INC., D/B/A CHAMPION FUND SERVICES
By:
----------------------------------------------
Xxxxxxxx X. Xxxxxx, President
CHAMPION FUND SERVICES(TM)
SCHEDULE A
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ISLAMIA GROUP OF FUNDS
TRANSFER AGENCY AND SHAREHOLDER SERVICES FEES
ANNUAL BASE FEE: $15,000.00
Annual Account Fee (Waived): Based on total open shareholder accounts
$20.00 per open shareholder account per year; Plus:
$1.00 per open shareholder account with 12b-1 fees
$1.00 per open shareholder account with front end or back end sales charges
$1.00 per open shareholder account in non-annual dividend Funds
*ADDITIONAL FUNDS OR SHARE CLASSES:
Two to Five Cusips: $750.00 per month per cusip
Six or More Cusips: $500.00 per month per cusip
OUT-OF-POCKET COSTS: Standard out-of-pocket costs including, but not limited
to, postage, courier, lock box, shareholder toll-free
number, internet web hosting, over-flow call center,
statements and confirmations, programming for
customized reports and/or statements, printing,
copying, filing fees, Blue Sky Permit Fees, FUND/SERV
and Networking, bank charges, wire charges, travel,
record retention and other miscellaneous items.
(Invoiced to Client at cost)
Conversion costs: To be determined.
*With respect to the pending merger of Islamia Group of Funds and Azzad/Dow
Xxxxx Ethical Market Fund, the Transfer Agent hereby agrees to provide transfer
agency and shareholder services as outlined in this Agreement to Islamia Group
of Funds, currently a separate and distinct Trust and Series from Azzad/Dow
Xxxxx Ethical Market Fund, at the reduced fee schedule outlined as "Additional
Funds or Share Classes" (treating the Islamia Group of Funds as additional Funds
hereunder) for a period of not more than four (4) months from the execution of
the Transfer Agency and Shareholder Services Agreement with Islamia Group of
Funds. If the pending merger of Islamia Group of Funds and Azzad/Dow Xxxxx
Ethical Market Fund has not taken place at the expiration of the four (4) month
period, the Islamia Group of Funds' fee schedule shall be determined without
taking the Azzad/Dow Xxxxx Ethical Market Fund into consideration for the
remainder of the Agreement term or until the merger has been completed.
ACKNOWLEDGEMENT AND ACCEPTANCE OF FEE SCHEDULE:
ISLAMIA GROUP OF FUNDS
By: Date:
------------------------------ --------------------
INCOME ACHIEVERS, INC.
By: Date:
------------------------------ --------------------
FUND SERVICES, INC., D/B/A CHAMPION FUND SERVICES
By: Date:
------------------------------ --------------------
SCHEDULE B
TRANSFER AGENT, SHAREHOLDERS SERVICING AGENT AND
DIVIDEND DISBURSING AGENT SERVICES PROVIDED BY FUND SERVICES, INC.
1. Examine and process new accounts, subsequent payments, liquidations,
exchanges, transfers, telephone transactions, check redemptions, automatic
withdrawals, automatic investments, and wire order trades.
2. Reinvest or pay dividends and make other distributions.
3. Answer investor and dealer telephone and/or written inquiries, except as
otherwise agreed by the Transfer Agent, IAI and the Funds.
4. Process and confirm address changes.
5. Process standard account record changes as required, i.e. Dividend Codes,
etc.
6. Microfilm and/or store source documents for transactions, such as account
applications and correspondence.
7. Perform backup withholding for accounts subject thereto in accordance with
Federal regulations.
8. Solicit missing taxpayer identification numbers.
9. Provide remote access inquiry to Fund records via Fund supplied hardware
(Fund responsible for connection line and monthly fee).
10. Maintain the following shareholder information in such a manner as the
Transfer Agent shall determine:
a. Name and address, including zip code.
b. Balance of Shares.
c. Number of Shares, issuance date of each Share outstanding and
cancellation date of each share no longer outstanding, if issued.
d. Balance of dollars available for redemption.
e. Dividend code (daily accrual, monthly reinvest, monthly cash etc.).
f. Type of account code.
g. Establishment date indicating the date an account was opened, carrying
forward pre-conversion data as available.
h. Original establishment date for accounts opened by exchange.
i. W-9 withholding status and periodic reporting.
j. State of residence code.
k. Social security or taxpayer identification number, and indication of
certification.
l. Historical transactions on the account for the most recent 18 months,
or other period as mutually agreed to from time to time.
m. Indication as to whether phone transaction can be accepted for this
account. Beneficial owner code, i.e. male, female, joint tenant, etc.
11. Provide the following reports and statements:
a. Prepare daily journals for the Funds reflecting all Shares and dollar
activity for the previous day.
b. Supply information monthly for the Funds' preparation of Blue Sky
reporting.
c. Supply monthly purchase, redemption and liquidation information for
use in the Trust's N-SAR report.
d. Provide monthly average daily balance reports for the Funds.
e. Prepare and mail copies of summary statements to dealers and
investment advisers.
f. Mail transaction confirmation statements daily to investors.
g. Address and mail financial reports to shareholders.
h. Mail periodic statement to investors.
i. Compute, prepare and furnish all necessary reports to shareholders and
governmental authorities: Forms 1099R, 1099DIV, 1099B, 1042 and 1042S.
j. Enclose various marketing material as designated by the Trust in
statement mailings, i.e. monthly or quarterly statements (material
must be adaptable to mechanical equipment as reasonably specified by
the Transfer Agent).
12. Prepare and mail confirmations to dealers daily
13. Prepare certified list of stockholders for proxy mailings.
14. Determine commission amounts (including contingent deferred sales charges),
if any, in accordance with the Funds' Prospectus and process commission
payments as instructed by the Trust.
15. Provide periodic calculations of 12b-1 accrual, if any, on qualifying
shareholder accounts and report to the Funds.
