Exhibit (b)6(a)
DISTRIBUTION AGREEMENT
Agreement made as of this _____ day of _____________, 1997 between
Islamia Group of Funds, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Fund"), and Income Achievers, Inc., a
Delaware corporation (the "Underwriter").
W I T N E S S E T H
In consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints the Underwriter its agent for the
distribution of shares of beneficial interest, par value $.01 per
share, including such series or classes of shares as may now or
hereafter be authorized (the "Shares") in jurisdictions wherein
Shares may legally be offered for sale; provided, however, that the
Fund, in its absolute discretion, may: (a) issue or sell Shares
directly to holders of Shares of the Fund upon such terms and
conditions and for such consideration, if any, as it may determine,
whether in connection with the distribution of subscription or
purchase rights, the payment or reinvestment of dividends or
distributions, or otherwise; and (b) issue or sell Shares at net
asset value in connection with merger or consolidation with, or
acquisition of the assets of, other investment companies or similar
companies.
2. The Underwriter hereby accepts appointment as agent for
the distribution of the Shares and agrees that it will use its best
efforts to sell such part of the authorized Shares remaining
unissued as from time to time shall be effectively registered under
the Securities Act of 1933 ("Securities Act"), at prices determined
as hereinafter provided and on terms hereinafter set forth, all
subject to applicable Federal and State laws and regulations and to
the Declaration of Trust of the Fund.
3. The Fund agrees that it will use its best efforts to keep
effectively registered under the Securities Act for sale, as herein
contemplated, such Shares as the Underwriter shall reasonably
request and as the Securities and Exchange Commission shall permit
to be so registered.
4. Notwithstanding any other provision hereof, the Fund may
terminate, suspend, or withdraw the offering of the Shares, or
Shares of any series or class, whenever, in its sole discretion, it
deems such action to be desirable.
5. The Underwriter shall sell Shares directly to retail
customers or, to or through, brokers, dealers, banks or other
qualified financial intermediaries (hereinafter referred to as
"dealers"), in such manner not inconsistent with the provisions
hereof and the then effective Registration Statement of the Fund
under the Securities Act (and related Prospectus and Statement of
Additional Information) as the Underwriter may determine from time
to time, provided that no dealer, or other person, shall be
appointed or authorized to act as agent of the Fund without the
prior consent of the Fund. The Underwriter shall have the right to
enter into agreements with dealers of its choice for the sale of
Shares and fix therein the portion of the sales charge which may be
allocated to such dealers; provided that the Fund shall approve the
form of such agreements and shall evidence such approval by filing
said form and any amendments thereto as attachments to this
Agreement, which shall be filed as an exhibit to the Fund's
currently effective registration statement under the Securities Act.
Shares sold to dealers shall be for resale by such dealers only at
the public offering price(s) set forth in the Fund's then current
Prospectus. The current form of such agreements are attached hereto
as Exhibit 1.
6. Shares offered for sale, or sold by the Underwriter, shall
be so offered or sold at a price per Share determined in accordance
with the then current Prospectus relating to the sale of Shares
except as departure from such prices shall be permitted by the rules
and regulations of the Securities and Exchange Commission. Any
public offering price shall be the net asset value per Share plus a
sales charge of not more than the percentage of such public offering
price set forth in attached Schedule A (as may be amended from time
to time). Shares may be sold at net asset value without a sales
charge to such class or classes of investors or in such class or
classes of transactions as may be permitted under applicable rules
of the Securities and Exchange Commission and as described in the
then current Prospectus of the Fund. The net asset value per Share
of each series or class shall be calculated in accordance with the
Declaration of Trust of the Fund and shall be determined in the
manner, and at the time, set forth in the then current Prospectus of
the Fund relating to such Shares.
7. The price the Fund shall receive for all Shares purchased
from the Fund shall be the net asset value used in determining the
public offering price applicable to the sale of such Shares. The
excess, if any, of the sales price over the net asset value of
Shares sold by the Underwriter as agent shall be retained by the
Underwriter as a commission for its services hereunder. Out of such
commission, the Underwriter may allow commissions or concessions to
dealers in such amounts as the Underwriter shall determine from time
to time. Except as may be otherwise determined by the Underwriter
and the Fund from time to time, such commissions or concessions
shall be uniform to all dealers.
8. The Underwriter shall issue and deliver, or cause to be
issued and delivered, on behalf of the Fund such confirmations of
sales made by it as agent, pursuant to this Agreement, as may be
required. At, or prior to, the time of issuance of Shares, the
Underwriter will pay, or cause to be paid, to the Fund the amount
due the Fund for the sale of such Shares. Certificates shall not be
issued. Shares, however, will be registered on the transfer books
of the Fund, in such names and denominations as the Underwriter may
specify.
9. The Fund will execute any and all documents, and furnish
any and all information, which may be reasonably necessary in
connection with the qualification of the Shares for sale (including
the qualification of the Fund as a dealer, where necessary or
Page 2
advisable) in such states as the Underwriter may reasonably request
(it being understood that the Fund shall not be required, without
its consent, to comply with any requirement which, in its opinion,
is unduly burdensome).
10. The Fund will furnish to the Underwriter, from time to
time, such information with respect to the Fund and the Shares as
the Underwriter may reasonably request for use in connection with
the sale of Shares. The Underwriter agrees that it will not use or
distribute, nor will it authorize dealers or others to use,
distribute or disseminate, in connection with the sale of such
Shares, any statements other than those contained in the Fund's
current Prospectus and Statement of Additional Information, except
such supplemental literature or advertising as shall be lawful under
Federal and State securities laws and regulations, and that it will
furnish the Fund with copies of all such material.
11. The Underwriter shall order Shares from the Fund only to
the extent that it shall have received purchase orders therefor.
The Underwriter will not make, nor authorize any dealers or others,
to make: (a) any short sale of Shares; or (b) any sale of Shares to
any officer or trustee of the Fund, nor to any officer or trustee of
the Underwriter, or of any corporation or association furnishing
investment advisory, managerial, or supervisory services to the
Fund, nor to any such corporation or association, unless such sales
are made in accordance with the then current Prospectus relating to
the sale of such Shares.
12. In selling Shares for the account of the Fund, the
Underwriter will in all respects conform to the requirements of all
Federal and State laws and the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. relating to such
sales, and will indemnify and save harmless the Fund from any damage
or expense on account of any wrongful act by the Underwriter or any
employee, representative, or agent of the Underwriter. The
Underwriter will observe and be bound by all the provisions of the
Declaration of Trust of the Fund (and of any fundamental policies
adopted by the Fund pursuant to the Investment Company Act of 1940,
notice of which shall have been given by the Fund to the
Underwriter) which at the time in any way require, limit, restrict,
prohibit or otherwise regulate any action on the part of the
Underwriter.
13. The Underwriter will require each dealer to conform to the
provisions hereof and of the Registration Statement (and related
Prospectus) at the time in effect under the Securities Act with
respect to the public offering price of the Shares, and neither the
Underwriter nor any such dealer shall withhold the placing of
purchase orders so as to make a profit thereby.
14. The Fund will pay, or cause to be paid, expenses
(including the fees and disbursements of its own counsel) of any
registration of Shares under the federal securities laws, expenses
of qualifying or continuing the qualification of the Shares for sale
and, in connection therewith, of qualifying or continuing the
qualification of the Fund as a dealer or broker under the laws of
such states as may be designated by the Underwriter under the
Page 3
conditions herein specified, and expenses incident to the issuance
of the Shares such as issue taxes, and fees of the transfer and
shareholder service agent. The Underwriter will pay, or cause to be
paid, all expenses (other than expenses which any dealer may bear
pursuant to any agreement with the Underwriter) incident to the sale
and distribution of the Shares issued or sold hereunder, including,
without limiting the generality of the foregoing, all: (a) expenses
of printing and distributing any Prospectus and Statement of
Additional Information and of preparing, printing and distributing
or disseminating any other literature, advertising and selling aids
in connection with such offering of the Shares for sale (except that
such expenses need not include expenses incurred by the Fund in
connection with the preparation, printing and distribution of any
report or other communication to holders of Shares in their capacity
as such), and (b) expenses of advertising in connection with such
offering. No transfer taxes, if any, which may be payable in
connection with the issue or delivery of Shares sold as herein
contemplated shall be borne by the Fund, and the Underwriter will
indemnify and hold harmless the Fund against liability for all such
transfer taxes.
15. This agreement shall continue in effect until
____________, 1998, unless and until terminated by either party as
hereinafter provided, and will continue from year to year
thereafter, but only so long as such continuance is specifically
approved, at least annually, in the manner required by the
Investment Company Act of 1940. Either party hereto may terminate
this agreement on any date by giving the other party at least six
months' prior written notice of such termination, specifying the
date fixed therefor. Without prejudice to any other remedies of the
Fund in any such event, the Fund may terminate this agreement at any
time immediately upon any failure of fulfillment of any of the
obligations of the Underwriter hereunder.
16. This agreement shall automatically terminate in the event
of its assignment.
17. Any notice under this agreement shall be in writing,
addressed, and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.
18. The Declaration of Trust of the Fund on file with the
Secretary of State of the Commonwealth of Massachusetts was executed
on behalf of the Fund by the initial trustees of the Fund and not
individually, and any obligation of the Fund shall be binding only
upon the assets of the Fund (or applicable series thereof) and shall
not be binding upon any trustee, officer or shareholder of the Fund.
Neither the authorization of any action by the trustees or
shareholders of the Fund nor the execution of this agreement on
behalf of the Fund shall impose any liability upon any trustee,
officer or shareholder of the Fund.
Page 4
In Witness Whereof, the Fund and the Underwriter have each caused
this agreement to be executed on its behalf as of the day and year first
above written.
Islamia Group of Funds
By
___________________________________
President
Attest:
_______________________________
Secretary
Income Achievers Inc.
By
___________________________________
President
Attest:
_______________________________
Secretary
Page 5
Schedule A
Sales charge: maximum of 3.00% of the public offering price.
Page 6
Exhibit 1
Income Achievers, Inc.
0000 Xxxxxxxxxxxx Xxxx, Xxxxx #000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Dealer Agreement
Gentlemen:
As principal underwriter for shares of the Series of the
investment company (the "Fund") listed on Exhibit A, (as from
time to time may be revised by us), we offer to sell to you
shares of the Series of the Fund (the "Shares") on the following
terms:
1. In all sales of Shares of each Series of the Fund to
the public you shall act as dealer for your own account, and in
no transaction shall you have any authority to act as agent for
the Fund or for us.
2. Orders received from you will be accepted by us only at
the public offering price applicable to each order, except for
transactions to which a reduced offering price applies as
provided in the then current Prospectus (which term shall include
herein the Statement of Additional Information) of the Fund. The
minimum dollar purchase of Shares of each Series of the Fund by
any investor shall be the applicable minimum amount described in
the then current Fund Prospectus, and no order for less than such
amount will be accepted hereunder. The public offering price
shall be the net asset value per Share plus a sales charge, if
any, applicable to the transaction expressed as a percentage of
the applicable public offering price, as determined and effective
as of the time specified in the then current Fund Prospectus.
The procedures relating to the handling of orders and payment
therefor shall be subject to any instructions that we shall
forward from time to time to you. All orders are subject to
acceptance or rejection by us in our sole discretion.
3. As of the date of this Agreement or the effective date
of any amendments hereto, the sales charge applicable to any sale
by you of Shares of a Series of the Fund covered by this
Agreement and the dealer concession or commission applicable to
any offer from you for the purchase of Shares of such Series of
the Fund accepted by us shall be the percentage of the applicable
public offering price set forth in the current Prospectus of the
Fund. You may be deemed to be an underwriter in connection with
sales by you of Shares of the Fund where you receive all or
substantially all of the sales charge as set forth in the Fund's
Prospectus, and therefore you may be subject to applicable
provisions of the Securities Act of 1933.
Reduced sales charges or no sales charges may apply to certain
transactions under letter of intent, combined purchases or
investments, reinvestment of dividends and distributions,
repurchase privileges or other programs, as described in the then
current Fund Prospectus. You agree to advise us promptly as to
the amounts of any sales made by you to the public qualifying for
any reduced sales charges.
4. You agree to purchase Shares only from us or from your
customers. If you purchase Shares from us, you agree that all
such purchases shall be made only: (a) to cover orders already
received by you from your customers or (b) for your own bona fide
investment. If you purchase Shares from your customers, you
agree to pay such customers not less than the applicable
redemption price as established by the then current Fund
Prospectus. We, in turn, agree that we will not purchase any
securities from the Fund except for the purpose of covering
purchase orders which we have already received or for bona fide
investment purposes.
5. You shall sell Shares only: (a) to customers at the
applicable public offering price, and (b) to us as agent for the
Fund at the redemption price. In such a sale to us, you may act
either as principal for your own account or as agent for your
customer. If you act as principal for your own account in
purchasing Shares for resale to us, you agree to pay your
customer not less than the price which you receive from us. If
you act as agent for your customer in selling Shares to us, you
agree not to charge your customer more than a fair commission for
handling the transaction.
6. You shall not withhold placing with us orders received
from your customers so as to profit yourself as a result of such
withholding; e.g., by a change in the net asset value from that
used in determining the public offering price to your customers.
7. You hereby certify that all of your customers' taxpayer
identification numbers ("TIN") or social security numbers ("SSN")
furnished to us by you are correct and that you will not open an
account without providing the customer's TIN or SSN unless
otherwise approved by us.
8. We will not accept from you any conditional orders for
Shares.
9. If any Shares sold to you under the terms of this
Agreement are redeemed by the Fund or repurchased by us as agent
for the Fund, or are tendered for redemption, within seven
business days after the date of our confirmation of the original
purchase by you, it is agreed that you shall forfeit your right
to any dealer concession or commission received by you on such
Shares.
We will notify you of any such repurchase or redemption within
ten business days from the date on which the repurchase or
redemption order in proper form is delivered to us or to the
Fund, and you shall forthwith refund to us the full concession
allowed to you on such sale. We agree, in the event of any such
repurchase or redemption, to refund to the Fund our share of the
concession allowed to us and upon receipt from you of the refund
of the concession allowed to you, to pay such refund forthwith to
the Fund.
10. Payment for Shares by you shall be made on or before
the settlement date specified in our confirmation, at our office,
as the Fund's transfer agent, at the above-specified address, and
by check payable to the order of the Fund Series, which reserves
the right to delay issuance or transfer of Shares until such
check has cleared. If such payment is not received by us, we
reserve the right, without notice, forthwith either to cancel the
sale, or, at our option, to sell the Shares ordered back to the
Fund, and in either case, we may hold you responsible for any
loss, including loss of profit, suffered by us or by the Fund
resulting from your failure to make payment as aforesaid.
11. Shares sold hereunder shall be available in book-entry
form on the books of the Fund's transfer agent, unless the
Trustees permit certificates to be issued. If no open account
registration or transfer instructions are received by the Fund's
transfer agent within 20 days after payment by you for Shares
sold to you, an open account for such Shares will be established
in your name. You agree to hold harmless and indemnify us, the
transfer agent, and the Fund for any loss or expenses resulting
from such open account registration of such Shares.
12. No person is authorized to make any representations
concerning Shares of a Fund Series except those contained in the
then current Fund Prospectus and in sales literature issued by us
supplemental to such Prospectus. In purchasing Shares from us,
you shall rely solely on the representations contained in such
Prospectus and in such sales literature. We will furnish
additional copies of the current Prospectus and such sales
literature and other releases and information issued by us in
reasonable quantities upon request. You further agree that you
will not offer or sell any Shares of a Fund Series except under
circumstances that will result in compliance with the applicable
Federal and state securities laws and that in connection with
sales and offers to sell Shares you will furnish to each person
to whom any such sale or offer is made a copy of the then current
Prospectus for the Fund (as amended or supplemented) and will not
furnish to any persons any information relating to Shares which
is inconsistent in any respect with the information contained in
the then current Prospectus or cause any advertisement to be
published in any newspaper or posted in any public place without
our consent and the consent of the Fund.
13. All sales will be made subject to our receipt of Shares
from the Fund. The Fund reserves the right in its discretion and
we reserve the right in our discretion, without notice, to
suspend sales or withdraw the offering of Fund Shares entirely, to
change the concession or any other amounts payable hereunder. We
reserve the right, without notice, to amend, modify, change or
cancel this Agreement.
14. This Agreement shall replace any prior agreement with
respect to the Fund between us and is conditioned upon your
representation and warranty that you are a member in good
standing of the National Association of Securities Dealers, Inc.,
or, in the alternative, that you are a foreign dealer, not
eligible for membership in that association. You agree to abide
by the Rules and Regulations of the National Association of
Securities Dealers, Inc., including Rule 2830 of its Conduct
Rules, and all applicable state and Federal laws, rules and
regulations.
You will not offer Shares of any Series of the Fund for sale in
any state where they are not qualified for sale under the Blue
Sky Laws and regulations of such state or where you are not
qualified to act as a dealer, except for states in which they are
exempt from qualification.
In the event that you offer Shares of any Series of the Fund for
sale outside the United States, you agree to comply with the
applicable laws, rules and regulations of the foreign government
having jurisdiction over such sales, including any regulations of
the United States military authorities applicable to
solicitations to military personnel.
15. You shall provide such office space and equipment,
telephone facilities, personnel and literature distribution as is
necessary or appropriate for providing information and services
to your customers. Such services and assistance may include, but
not be limited to, establishment and maintenance of shareholder
accounts and records, processing purchase and redemption
transactions, answering routine inquiries regarding the Fund, and
such other services as may be agreed upon from time to time and
as may be permitted by applicable statute, rule, or regulation.
You shall perform these services in good faith and with
reasonable care. You shall immediately inform the Fund or us of
all written complaints received by you from Fund shareholders
relating to the maintenance of their accounts and shall promptly
answer all such complaints.
16. All communications to us should be sent to the above
address. Any notice to you shall be duly given if mailed or
telegraphed to you at the address specified by you below. This
Agreement shall be effective when accepted by you below and shall
be construed under the laws of the State of Illinois. This
Agreement is subject to the Prospectus of the Fund from time to
time in effect, and, in the event of a conflict, the terms of the
Prospectus shall control. Any changes, modifications or
additions reflected in the Prospectus shall be effective on the
date of such Prospectus (or supplement thereto) unless specified
otherwise.
INCOME ACHIEVERS, INC.
By_________________________________
(Authorized Signature)
ACCEPTED:
___________________________________
(Dealer's Name)
___________________________________
(Street Address)
___________________________________
(City) (State) (Zip)
By_________________________________
(Authorized Signature
of Dealer)
EXHIBIT A
Islamia Group of Funds and its Series - Islamia Income Fund and
Islamia Growth Fund.
