DISTRIBUTION AGREEMENT
DISTRIBUTION AGREEMENT, dated as of November 9, 2000 by and between
Islamic Global Equity Fund, a Massachusetts business trust (the "Fund"), and
Signature Broker-Dealer Services, Inc., a Delaware corporation ("SBDS" or the
"Distributor") with respect to Shares of Beneficial Interest of the Fund.
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940 (collectively with
the rules and regulations promulgated thereunder, the "1940 Act");
WHEREAS, the Board of Trustees of the Fund has adopted a Distribution
Plan, dated as of November 9, 2000 (the "Distribution Plan"), which is
incorporated herein by reference and pursuant to which the Fund desires to enter
into this Distribution Agreement; and
WHEREAS, the Fund wishes to engage SBDS to provide certain services
with respect to the distribution of Shares of the Fund (the "Shares"), and SBDS
is willing to provide such services to the Fund on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. The Fund grants to the Distributor the right, as agent of the Fund, to
sell Shares of the Fund upon the terms herein below set forth during the term of
this Agreement. While this Agreement is in force, the Distributor agrees to use
its best efforts to find purchasers for Shares of the Fund.
The Distributor shall have the right, as agent of the Fund, to order
from the Fund the Shares needed, but not more than the Shares needed (except for
clerical errors and errors of transmission), to fill unconditional orders for
Shares of the Fund placed with the Distributor by any dealer, all such orders to
be made in the manner set forth in the Fund's then-current prospectus (the
"Prospectus") and then-current statement of additional information (the
"Statement of Additional Information") relating to the Shares. The price which
shall be paid to the Fund for the Shares of the Fund so purchased shall be the
net asset value per Share as determined in accordance with the provisions of the
Fund's Declaration of Trust and By-Laws, as each may from time to time be
amended (collectively, the "Governing Instruments") as provided in the Fund's
currently effective prospectus relating to the Fund. The Distributor shall
notify the Custodian of the Fund, at the end of each business day, or as soon
thereafter as the orders placed with the Distributor have been compiled, of the
number of Shares of the Fund and the prices thereof which have been ordered
through the Distributor since the end of the previous business day.
The right granted to the Distributor to place orders for Shares with
the Fund shall be exclusive, except that this exclusive right shall not apply to
Shares issued in the event that an investment company (whether a regulated or
private investment company or a personal holding company) is merged with and
into or consolidated with the Fund or in the event that the Fund acquires, by
purchase or otherwise, all (or substantially all) the assets or the outstanding
shares of any such company; nor shall it apply to Shares issued by the Fund as a
dividend or stock split. The exclusive right to place orders for Shares granted
to the Distributor may be waived by the Distributor by notice to the Fund in
writing, either unconditionally or subject to such conditions and limitations as
may be set forth in such notice to the Fund. The Fund hereby acknowledges that
the Distributor may render distribution and other services to other parties,
including other investment companies. In connection with its duties hereunder,
the Distributor shall also arrange for computation of performance statistics
with respect to the Fund and arrange for publication of current price
information in newspapers and other publications.
2. The Shares may be sold by the Distributor on behalf of the Fund to or on
through any dealer having a sales agreement with the Distributor upon the
following terms and conditions:
The public offering price of the Shares, including the Shares of the
Fund, i.e., the price per Share at which the Distributor or dealer purchasing
Shares through the Distributor may sell shares to the public, shall be the net
asset value of such Shares plus the amount of the applicable sales charge, as
provided in the Fund's currently effective Prospectus relating to the Fund. The
difference between the public offering price and net asset value (which amount
shall not be in excess of that set forth in the Prospectus) may be retained by
the Distributor or all or any part thereof may be paid by the Distributor to a
broker-dealer registered as such under the Securities Exchange Act of 1934 in
accordance with the Prospectus and the Distribution Plan.
The net asset value of Shares of the Fund shall be determined by the
Fund, or by an agent of the Fund, as of the close of trading on the New York
Stock Exchange on each day on which the New York Stock Exchange is open for
trading (and on such other days as the Trustees deem necessary in order to
comply with Rule 22c-1 under the 1940 Act), in accordance with the method
established pursuant to the Governing Instruments. The Fund shall have the right
to suspend the sale of Shares if, because of some extraordinary condition, the
New York Stock Exchange shall be closed, or if conditions existing during the
hours when the Exchange is open render such action advisable or for any other
reason deemed adequate by the Fund.
3. The Fund agrees that it will, from time to time, but subject to the
necessary approval, if any, of its shareholders, take all necessary action to
register such number of Shares of the Fund under the Securities Act of 1933, as
amended (the "1933 Act"), as the Distributor may reasonably be expected to sell.
The Distributor shall be an independent contractor and neither the
Distributor nor any of its Directors, officers or employees as such, is or shall
be an employee of the Fund. It is understood that Trustees, officers and
shareholders of the Fund are or may become interested in the Distributor, as
Directors, officers, employees, or otherwise and that Directors, officers and
employees of the Distributor are or may become similarly interested in the Fund
and that the Distributor may be or become interested in the Fund as a
shareholder or otherwise. The Distributor is responsible for its own conduct and
the employment, control and conduct (but only with respect to the duties and
obligations of the Distributor hereunder) of its agents and employees and for
any injury to any of such agents or employees or to others through its agents or
employees. The Distributor assumes full responsibility for its agents and
employees under applicable statutes and agrees to pay all employer taxes
thereunder.
4. The Distributor covenants and agrees that, in selling Shares, it will
use its best efforts in all respects duly to conform with the requirements of
all state and federal laws and the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. relating to the sale of Shares, and will
indemnify and hold harmless the Fund and each of its Trustees and officers and
each person, if any, who controls the Fund within the meaning of Section 15 of
the 1933 Act (the "Indemnified Parties") against all losses, liabilities,
damages or expenses (including the reasonable cost of investigating or defending
any alleged loss, liability, damages, claim or expense and reasonable counsel
fees incurred in connection therewith) arising from any claim, demand, action or
suit (collectively, "Claims"), arising by reason of any person's acquiring any
of the Shares through the Distributor, which may be based upon the 1933 Act or
any other statute or common law, on account of any wrongful act of the
Distributor or any of its employees (including any failure to conform with any
requirement of any state or federal law or the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. relating to the sale of Shares)
or on the ground that the registration statement under the 1933 Act, including
all amendments thereto (the "Registration Statement"), or Prospectus or previous
prospectus or Statement of Additional Information or previous statement of
additional information, with respect to such Shares, includes or included an
untrue statement of a material fact or omits or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, if and only if any such act, statement or omission was
made in reliance upon information furnished by the Distributor to the Fund;
provided, however, that in no case (i) is the indemnity of the Distributor in
favor of any Indemnified Party to be deemed to protect any such Indemnified
Party against liability to which such Indemnified Party would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its or his duties or by reason of its or his reckless disregard
of its or his obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this Section
4 with respect to any Claim made against any Indemnified Party unless such
Indemnified Party shall have notified the Distributor in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the Claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Distributor of
any such Claim shall not relieve it from any liability which it may have to any
Indemnified Party otherwise than on account of its indemnity agreement contained
in this Section 4. The Distributor shall be entitled to participate, at its own
expense, in the defense, or, if it so elects, to assume the defense, of any suit
brought to enforce any such Claim, and, if the Distributor elects to assume the
defense, such defense shall be conducted by counsel chosen by it and
satisfactory to each Indemnified Party. In the event that the Distributor elects
to assume the defense of any such suit and retain such counsel, each Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it
but, in case the Distributor does not elect to assume the defense of any such
suit, it shall reimburse the Indemnified Parties for the reasonable fees and
expenses of any counsel retained by them. Except with the prior written consent
of the Distributor, no Indemnified Party shall confess any Claim or make any
compromise in any case in which the Distributor will be asked to indemnify such
Indemnified Party. The Distributor agrees promptly to notify the Fund of the
commencement of any litigation or proceeding against it in connection with the
issuance and sale of any of the Shares.
Neither the Distributor nor any dealer nor any other person is
authorized to give any information or to make any representation on behalf of
the Fund in connection with the sale of Shares of the Fund, other than those
contained in the Registration Statement or Prospectus or Statement of Additional
Information relating to the Fund.
5. The Fund will pay, or cause to be paid--
(i) all costs and expenses of the Fund, including fees and
disbursements of its counsel, in connection with the preparation and filing of
the Registration Statement, Prospectus and Statement of Additional Information
with respect to Shares of the Fund, and preparing and mailing to shareholders
Prospectuses, Statements of Additional Information, statements and confirmations
and periodic reports (including the expense of setting in type the Registration
Statement, Prospectus and Statement of Additional Information or any periodic
report with respect to Shares of the Fund);
(ii) the cost of preparing temporary or permanent certificates for Shares;
(iii) the cost and expenses of delivering to the Distributor at its office
in Boston, Massachusetts all Shares purchased through it as agent hereunder;
(iii) a distribution fee periodically at an annual rate of 0.50% of the
average daily net assets of the Fund for its then-current fiscal year, subject
to the Distribution Plan;
(iv) all fees and disbursements of the Transfer Agent and Custodian with
respect to the Fund, subject to the Fund's Administrative Services Plan;
(v) a fee to the Administrator of the Fund; and
(vi) a fee to the investment adviser of the Fund, if any.
The Distributor agrees that, with respect to the sale of Shares of the
Fund, after the Prospectus and Statement of Additional Information and periodic
reports with respect to the Fund have been set in type, it will bear the expense
(other than the cost of mailing to shareholders of the Fund) of printing and
distributing any copies thereof which are to be used in connection with the
offering or sale of Shares of the Fund to any dealer or prospective investor.
The Distributor further agrees that it will bear the expenses of preparing,
printing and distributing any other literature used by the Distributor or
furnished by it for use by any dealer in connection with the offering of the
Shares of the Fund for sale to the public and any expense of sending
confirmations and statements to any dealer having a sales agreement with the
Distributor. The Distributor will also bear the cost of any compensation paid to
dealers in connection with the sale of Shares of the Fund. The Distributor also
agrees to bear the expenses of qualification of Shares of the Fund for sale in
the various states and, if necessary or advisable in connection therewith, of
qualifying the Fund as a broker or dealer in any such state.
6. If, at any time during the term of this Agreement, the Fund shall deem
it necessary or advisable in the best interests of the Fund that any amendment
of this Agreement be made in order to comply with any recommendation or
requirement of the Securities and Exchange Commission or other governmental
authority or to obtain any advantage under Massachusetts or federal tax laws, it
shall notify the Distributor of the form of amendment which it deems necessary
or advisable and the reasons therefor. If the Distributor declines to assent to
such amendment (after a reasonable time), the Fund may terminate this Agreement
forthwith by written notice to the Distributor without payment of any penalty.
If, at any time during the term of this Agreement, the Distributor requests the
Fund to make any change in its Governing Instruments or in its methods of doing
business which are necessary in order to comply with any requirement of federal
law or regulations of the Securities and Exchange Commission or of a national
securities association of which the Distributor is or may become a member,
relating to the sale of Shares, and the Fund fails (after a reasonable time) to
make any such change as requested, the Distributor may terminate this Agreement
forthwith by written notice to the Fund without payment of any penalty.
7. The Distributor agrees that it will not take any long or short position
in the Shares of any Fund and that, so far as it can control the situation, it
will prevent any of its Directors or officers from taking any long or short
position in the Shares of such Fund, except as permitted by the Governing
Instruments.
8. This Agreement shall become effective upon its execution and shall
continue in force indefinitely unless its continuance thereafter is specifically
approved at least annually (i) by the vote of a majority of the Trustees of the
Fund who are not "interested persons" of the Fund or of the Distributor at a
meeting specifically called for the purpose of voting on such approval, and (ii)
by the Board of Trustees of the Fund, or by the "vote of a majority of the
outstanding voting securities" of the Shares of the Fund as to which this
Agreement is to continue. The aforesaid requirement that continuance of this
Agreement be "specifically approved at least annually" shall be construed in a
manner consistent with the 1940 Act.
This Agreement may be terminated as to the Fund at any time by either party
without payment of any penalty on not more than 60 days' nor less than 30 days'
written notice to the other party.
This Agreement shall automatically terminate in the event of its
assignment.
9. SBDS may subcontract for the performance of SBDS' obligations hereunder
with any one or more persons; provided, however, that SBDS shall not enter into
any such subcontract unless the Trustees of the Fund shall have found the
subcontracting party to be qualified to perform the obligations sought to be
subcontracted; and provided, further, that, unless the Fund otherwise expressly
agrees in writing, SBDS shall be as fully responsible to the Fund for the acts
and omissions of any subcontractor as it would be for its own acts or omissions.
10. The terms "vote of a majority of the outstanding voting securities",
"interested person", "assignment" and "specifically approved at least annually"
shall have the respective meanings specified in, and shall be construed in a
manner consistent with, the 1940 Act, subject, however, to such exemptions as
may be granted by the Securities and Exchange Commission thereunder, and
provided, however, that the term "assignment" shall include (without limitation)
any sale, transfer or conversion of a controlling interest of any class of
voting stock of SBDS or of any entity which holds a controlling interest of any
class of voting stock of SBDS or another such entity.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered in their names on their behalf by the undersigned,
thereunto duly authorized, and their respective seals to be hereto affixed, all
as of the day and year first above written. The undersigned Trustee of the Fund
has executed this Agreement not individually, but as Trustee under the Fund's
Declaration of Trust, dated , and the obligations of this Agreement are not
binding upon any of the Trustees or shareholders of the Fund individually, but
bind only the Fund estate.
ISLAMIC GLOBAL EQUITY FUND SIGNATURE BROKER-
DEALER SERVICES, INC.
By: By:
------------------------ ----------------------------
Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx
Title: President Title: Chief Executive Officer
