Exhibit (b)8
Custodian Agreement
This Agreement made on December 31, 1996, between the Islamia
Group of Funds organized as a Massachusetts business trust
(hereinafter called the "Funds"), and Firstar Trust Company, a
corporation organized under the laws of the State of Wisconsin
(hereinafter called "Custodian");
Whereas, the Funds desire that its securities and cash shall be
hereafter held and administered by Custodian pursuant to the
terms of this Agreement;
Now, Therefore, in consideration of the mutual agreements herein
made, the Funds and Custodian agree as follows:
1. Definitions.
The word "securities" as used herein includes stocks, shares,
bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the
same, or evidencing or representing any other rights or interests
therein, or in any property or assets.
The words "officers' certificate" shall mean a request or
direction or certification in writing signed in the name of the
Funds by any two of the President, a Vice President, the
Secretary and the Treasurer of the Funds, or any other persons
duly authorized to sign by the Board of Directors of the Funds.
The word "Board" shall mean Board of Directors of the Funds.
2. Names, Titles, and Signatures of the Funds' Officers.
An officer of the Trust will certify to Custodian the names and
signatures of those persons authorized to sign the officers'
certificates described in Section 1 hereof, and the names of the
members of the Board of Directors of the Funds, together with any
changes which may occur from time to time.
3. Receipt and Disbursement of Money.
A. Custodian shall open and maintain a separate account or
accounts in the name of each Fund, subject only to draft or order
by Custodian acting pursuant to the terms of this Agreement.
Custodian shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the
account of the Funds. Custodian shall make payments of cash to,
or for the account of, the Funds from such cash only:
(a) for the purchase of securities for the portfolio of the
Funds upon the delivery of such securities to Custodian,
registered in the name of the Funds or of the nominee of
Custodian referred to in Section 7 or in proper form for
transfer;
(b) for the purchase or redemption of shares of the common
stock of the Funds upon delivery thereof to Custodian, or upon
proper instructions from the Funds;
(c) for the payment of interest, dividends, taxes,
investment adviser's fees or operating expenses (including,
without limitation thereto, fees for legal, accounting, auditing
and custodian services and expenses for printing and postage);
(d) for payments in connection with the conversion,
exchange or surrender of securities owned or subscribed to by the
Funds held by or to be delivered to Custodian; or
(e) for other proper corporate purposes certified by
resolution of the Board of Directors of the Funds.
Before making any such payment, Custodian shall receive (and may
rely upon) an officers' certificate requesting such payment and
stating that it is for a purpose permitted under the terms of
items (a), (b), (c), or (d) of this Subsection A, and also, in
respect of item (e), upon receipt of an officers' certificate
specifying the amount of such payment, setting forth the purpose
for which such payment is to be made, declaring such purpose to
be a proper corporate purpose, and naming the person or persons
to whom such payment is to be made, provided, however, that an
officers' certificate need not precede the disbursement of cash
for the purpose of purchasing a money market instrument, or any
other security with same or next-day settlement, if the
President, a Vice President, the Secretary or the Treasurer of
the Funds issues appropriate oral or facsimile instructions to
Custodian and an appropriate officers' certificate is received by
Custodian within two business days thereafter.
B. Custodian is hereby authorized to endorse and collect
all checks, drafts or other orders for the payment of money
received by Custodian for the account of the Funds.
C. Custodian shall, upon receipt of proper instructions,
make federal funds available to the Funds as of specified times
agreed upon from time to time by the Funds and the custodian in
the amount of checks received in payment for shares of the Funds
which are deposited into the Funds' account.
4. Segregated Accounts.
Upon receipt of proper instructions, the Custodian shall
establish and maintain a segregated account for and on behalf of
the portfolios, into which account(s) may be transferred cash
and/or securities.
5. Transfer, Exchange, Redelivery, etc. of Securities.
Custodian shall have sole power to release or deliver any
securities of the Funds held by it pursuant to this Agreement.
Custodian agrees to transfer, exchange or deliver securities held
by it hereunder only:
(a) for sales of such securities for the account of the
Funds upon receipt by Custodian of payment therefore;
(b) when such securities are called, redeemed or retired or
otherwise become payable;
(c) for examination by any broker selling any such
securities in accordance with "street delivery" custom;
(d) in exchange for, or upon conversion into, other
securities alone or other securities and cash whether pursuant to
any plan of merger, consolidation, reorganization,
recapitalization or readjustment, or otherwise;
(e) upon conversion of such securities pursuant to their
terms into other securities;
(f) upon exercise of subscription, purchase or other
similar rights represented by such securities;
(g) for the purpose of exchanging interim receipts or
temporary securities for definitive securities;
(h) for the purpose of redeeming in kind shares of common
stock of the Funds upon delivery thereof to Custodian; or
(i) for other proper corporate purposes.
As to any deliveries made by Custodian pursuant to items (a),
(b), (d), (e), (f), and (g), securities or cash receivable in
exchange therefore shall be deliverable to Custodian.
Before making any such transfer, exchange or delivery, Custodian
shall receive (and may rely upon) an officers' certificate
requesting such transfer, exchange or delivery, and stating that
it is for a purpose permitted under the terms of items (a), (b),
(c), (d), (e), (f), (g), or (h) of this Section 5 and also, in
respect of item (i), upon receipt of an officers' certificate
specifying the securities to be delivered, setting forth the
purpose for which such delivery is to be made, declaring such
purpose to be a proper corporate purpose, and naming the person
or persons to whom delivery of such securities shall be made,
provided, however, that an officers' certificate need not precede
any such transfer, exchange or delivery of a money market
instrument, or any other security with same or next-day
settlement, if the President, a Vice President, the Secretary or
the Treasurer of the Funds issues appropriate oral or facsimile
instructions to Custodian and an appropriate officers'
certificate is received by Custodian within two business days
thereafter.
6. Custodian's Acts Without Instructions.
Unless and until Custodian receives an officers' certificate to
the contrary, Custodian shall: (a) present for payment all
coupons and other income items held by it for the account of the
Funds, which call for payment upon presentation and hold the cash
received by it upon such payment for the account of the Funds;
(b) collect interest and cash dividends received, with notice to
the Funds, for the account of the Funds; (c) hold for the account
of the Funds hereunder all stock dividends, rights and similar
securities issued with respect to any securities held by it
hereunder; and (d) execute, as agent on behalf of the Funds, all
necessary ownership certificates required by the Internal Revenue
Code or the Income Tax Regulations of the United States Treasury
Department or under the laws of any state now or hereafter in
effect, inserting the Funds' name on such certificates as the
owner of the securities covered thereby, to the extent it may
lawfully do so.
7. Registration of Securities.
Except as otherwise directed by an officers' certificate,
Custodian shall register all securities, except such as are in
bearer form, in the name of a registered nominee of Custodian as
defined in the Internal Revenue Code and any Regulations of the
Treasury Department issued hereunder or in any provision of any
subsequent federal tax law exempting such transaction from
liability for stock transfer taxes, and shall execute and deliver
all such certificates in connection therewith as may be required
by such laws or regulations or under the laws of any state.
Custodian shall use its best efforts to the end that the specific
securities held by it hereunder shall be at all times
identifiable in its records.
The Funds shall from time to time furnish to Custodian
appropriate instruments to enable Custodian to hold or deliver in
proper form for transfer, or to register in the name of its
registered nominee, any securities which it may hold for the
account of the Funds and which may from time to time be
registered in the name of the Funds.
8. Voting and Other Action.
Neither Custodian nor any nominee of Custodian shall vote any of
the securities held hereunder by or for the account of the Funds,
except in accordance with the instructions contained in an
officers' certificate. Custodian shall deliver, or cause to be
executed and delivered, to the Corporation all notices, proxies
and proxy soliciting materials with relation to such securities,
such proxies to be executed by the registered holder of such
securities (if registered otherwise than in the name of the
Funds), but without indicating the manner in which such proxies
are to be voted.
9. Transfer Tax and Other Disbursements.
The Funds shall pay or reimburse Custodian from time to time for
any transfer taxes payable upon transfers of securities made
hereunder, and for all other necessary and proper disbursements
and expenses made or incurred by Custodian in the performance of
this Agreement.
Custodian shall execute and deliver such certificates in
connection with securities delivered to it or by it under this
Agreement as may be required under the provisions of the Internal
Revenue Code and any Regulations of the Treasury Department
issued thereunder, or under the laws of any state, to exempt from
taxation any exemptable transfers and/or deliveries of any such
securities.
10. Concerning Custodian.
Custodian shall be paid as compensation for its services pursuant
to this Agreement such compensation as may from time to time be
agreed upon in writing between the two parties. Until modified
in writing, such compensation shall be as set forth in Exhibit A
attached hereto. If the Fund elects to terminate this Agreement
prior to the first anniversary of this Agreement, the Fund agrees
to reimburse Agent for the difference between the standard fee
schedule and the discounted fee schedule agreed to between the
parties.
Custodian shall not be liable for any action taken in good faith
upon any certificate herein described or certified copy of any
resolution of the Board, and may rely on the genuineness of any
such document which it may in good faith believe to have been
validly executed.
The Funds agree to indemnify and hold harmless Custodian and its
nominee from all taxes, charges, expenses, assessments, claims
and liabilities (including counsel fees) incurred or assessed
against it or by its nominee in connection with the performance
of this Agreement, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or
willful misconduct. Custodian is authorized to charge any
account of the Funds for such items.
In the event of any advance of cash for any purpose made by
Custodian resulting from orders or instructions of the Funds, or
in the event that Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Agreement,
except such as may arise from its or its nominee's own negligent
action, negligent failure to act or willful misconduct, any
property at any time held for the account of the Funds shall be
security therefore.
Custodian agrees to indemnify and hold harmless Funds from all
charges, expenses, assessments, and claims/liabilities (including
counsel fees) incurred or assessed against it in connection with
the performance of this agreement, except such as may arise from
the Funds' own negligent action, negligent failure to act, or
willful misconduct.
11. Subcustodians.
Custodian is hereby authorized to engage another bank or trust
company as a Subcustodian for all or any part of the Funds'
assets, so long as any such bank or trust company is a bank or
trust company organized under the laws of any state of the United
States, having an aggregate capital, surplus and undivided
profit, as shown by its last published report, of not less than
Two Million Dollars ($2,000,000) and provided further that, if
the Custodian utilizes the services of a Subcustodian, the
Custodian shall remain fully liable and responsible for any
losses caused to the Funds by the Subcustodian as fully as if the
Custodian was directly responsible for any such losses under the
terms of the Custodian Agreement.
Notwithstanding anything contained herein, if the Funds requires
the Custodian to engage specific Subcustodians for the
safekeeping and/or clearing of assets, the Funds agrees to
indemnify and hold harmless Custodian from all claims, expenses
and liabilities incurred or assessed against it in connection
with the use of such Subcustodian in regard to the Funds' assets,
except as may arise from its own negligent action, negligent
failure to act or willful misconduct.
12. Reports by Custodian.
Custodian shall furnish the Funds periodically as agreed upon
with a statement summarizing all transactions and entries for the
account of Funds. Custodian shall furnish to the Funds, at the
end of every month, a list of the portfolio securities showing
the aggregate cost of each issue. The books and records of
Custodian pertaining to its actions under this Agreement shall be
open to inspection and audit at reasonable times by officers of,
and of auditors employed by, the Funds.
13. Termination or Assignment.
This Agreement may be terminated by the Funds, or by Custodian,
on ninety (90) days notice, given in writing and sent by
registered mail to Custodian at X.X. Xxx 0000, Xxxxxxxxx,
Xxxxxxxxx 00000, or to the Funds 0000 Xxxxxxxxxxxx Xxxx, Xxxxx
000 Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000, as the case may be. Upon
any termination of this Agreement, pending appointment of a
successor to Custodian or a vote of the shareholders of the Funds
to dissolve or to function without a custodian of its cash,
securities and other property, Custodian shall not deliver cash,
securities or other property of the Funds to the Funds, but may
deliver them to a bank or trust company of its own selection,
having an aggregate capital, surplus and undivided profits, as
shown by its last published report of not less than Two Million
Dollars ($2,000,000) as a Custodian for the Funds to be held
under terms similar to those of this Agreement, provided,
however, that Custodian shall not be required to make any such
delivery or payment until full payment shall have been made by
the Funds of all liabilities constituting a charge on or against
the properties then held by Custodian or on or against Custodian,
and until full payment shall have been made to Custodian of all
its fees, compensation, costs and expenses, subject to the
provisions of Section 10 of this Agreement.
This Agreement may not be assigned by Custodian without the
consent of the Funds, authorized or approved by a resolution of
its Board of Directors.
14. Deposits of Securities in Securities Depositories.
No provision of this Agreement shall be deemed to prevent the use
by Custodian of a central securities clearing agency or
securities depository, provided, however, that Custodian and the
central securities clearing agency or securities depository meet all
applicable federal and state laws and regulations, and the Board of
Directors of the Funds approves by resolution the use of such central
securities clearing agency or securities depository.
15. Records.
To the extent that Custodian in any capacity prepares or
maintains any records required to be maintained and preserved by
the Funds pursuant to the provisions of the Investment Company
Act of 1940, as amended, or the rules and regulations promulgated
thereunder, Custodian agrees to make any such records available
to the Funds upon request and to preserve such records for the
periods prescribed in Rule 31a-2 under the Investment Company Act
of 1940, as amended.
In Witness Whereof, the parties hereto have caused this Agreement
to be executed and their respective corporate seals to be affixed
hereto as of the date first-above written by their respective
officers thereunto duly authorized.
Executed in several counterparts, each of which is an original.
Islamia Group of Funds Firstar Trust Company
/s/ Q. Ali Yar Khan /s/ Xxxxx X. Xxxxx
______________________________ ______________________________
(Q. Xxx Xxxx) Vice President
Attest:
/s/ Xxxxx Xxxxxxxxx By /s/ Xxxxxx XxXxx
______________________________ ______________________________
(notary) Assistant Secretary
12-4-1996
Custody Services
Annual Fee Schedule - Domestic Funds
- Annual fee based upon market value
- 2 basis points per year
- Minimum annual fee per fund - $3,000
- Investment transactions (purchase, sale, exchange, tender,
redemption, maturity, receipt, delivery):
- $12.00 per book entry security (depository or Federal
Reserve system)
- $25.00 per definitive security (physical)
- $25.00 per mutual fund trade
- $75.00 per Euroclear
- $8.00 per principal reduction on pass-through certificates
- $35.00 per option/futures contract
- $10.00 per variation margin
- $12.00 per Fed wire deposit or withdrawal
- Variable Amount Demand Notes: Used as a short-term
investment, variable amount notes offer safety and prevailing
high interest rates. Our charge, which is 1/4 of 1%, is deducted
from the variable amount note income at the time it is credited
to your account.
- Plus out-of-pocket expenses, and extraordinary expenses
based upon complexity
- Fees are billed monthly, based upon market value at the
beginning of the month
