EXHIBIT (H)(2)
ISLAMIA GROUP OF FUNDS
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT (the "Agreement") is made as of the
______________ day of July, 2001, by and among ISLAMIA GROUP OF FUNDS (the
"Trust"), INCOME ACHIEVERS, INC. ("IAI"), the Trust's investment adviser, and
FUND SERVICES, INC. D/B/A CHAMPION FUND SERVICES (the "Administrator"), a Texas
corporation.
WITNESSETH THAT:
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and has registered the Trust's shares of common stock under the Securities Act
of 1933, as amended (the "1933 Act") in one or more distinct series of shares
(The "Fund or Funds"); and
WHEREAS, the Trust, IAI and the Administrator desire to enter into this
Agreement pursuant to which the Administrator will provide administrative
services to the Fund, 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 Administrator, intending to
be legally bound hereby, agree as follows:
1. APPOINTMENT OF ADMINISTRATOR. The Trust and IAI hereby appoint the
Administrator to perform the services described in this Agreement for the
Fund, and the Administrator hereby accepts such appointment. The
Administrator shall act under such appointment pursuant to the terms and
conditions hereinafter set forth.
2. TRUST DOCUMENTS. The Trust has provided to the Administrator 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
Prospectuses and Statement of Additional Information; all contracts with
the Trust's investment adviser, transfer agent/shareholder servicing agent,
distributor, accounting services agent and custodian; if applicable, notice
filed with or granted by the Commodity Futures Trading Commission relating
to the Trust's status as a commodity pool operator; and resolutions of the
Trust's Board of Trustees authorizing the appointment of the Administrator
and approving this Agreement (members of the Board of Trustees being
referred to herein as "Trustees"). The Trust shall promptly provide to the
Administrator copies, properly certified or authenticated, of all
additions, amendments or supplements to the foregoing, if any.
3. ADMINISTRATIVE SERVICES. Subject to the direction and control of the Board
of Trustees of the Trust and to the extent not otherwise the responsibility
of, or provided by, the Trust or other agents of the Trust, the
Administrator shall provide the administrative services set forth on
Schedule B hereto. The Trust and IAI shall provide, and shall cause the
Trust's custodian, transfer agent/shareholder servicing agent, distributor,
accounting services agent, legal counsel and independent public accountants
to cooperate with the Administrator and to provide it with, such
information, documents and advice as the Administrator may reasonably
request in order to enable the Administrator to perform its duties
hereunder. The Administrator shall provide office space, facilities,
equipment and personnel necessary to perform its obligations under this
Agreement.
4. ALLOCATION OF EXPENSES. The Administrator shall bear all costs and expenses
associated with its obligation to provide the office space, facilities,
equipment and personnel necessary to perform its duties under this
Agreement, including compensation of officers of the Trust who are
affiliated persons of the Administrator (if applicable). The Trust shall
pay all its expenses other than those expressly stated to be payable by the
Administrator hereunder, which expenses payable by the Trust shall include,
without limitation: organizational expenses; fees and expenses payable to
the Trust's investment adviser, custodian, transfer
agent/shareholder servicing agent, distributor, accounting services agent,
legal counsel and independent public accountants; all documented
out-of-pocket expenses incurred by the Administrator in connection with the
provision of administrative services hereunder; the cost of obtaining
quotations for calculating the value of the assets of the Fund; taxes
levied against the Trust or the Fund; brokerage fees, xxxx-ups and
commissions in connection with the purchase and sale of Fund securities;
costs, including the interest expense, of borrowing money; costs and/or
fees incident to holding meetings of the Board of Trustees and
shareholders; costs and/or fees related to preparation (including
typesetting and printing charges) and mailing of copies of the Fund's
Prospectuses, Statements of Additional Information, reports and proxy
materials to the existing shareholders of the Fund and filing of reports
with regulatory bodies; costs and/or fees related to maintenance of the
Trust's existence; costs and/or fees of initial and on-going registration
of shares with Federal and state securities authorities; costs of printing
share certificates representing shares of the Fund; fees payable to, and
expenses of, Trustees who are not "interested persons" of the Trust;
premiums payable on the fidelity bond required by Section 17(g) of the 1940
Act, and any other premiums payable on insurance policies related to the
Trust's business and the investment activities of the Fund; fees, voluntary
assessments and other expenses incurred in connection with the Trust's
membership in investment company organizations; and such non-recurring
expenses as may arise, including actions, suits or proceedings to which the
Trust is a party and the legal obligation which the Trust may have to
indemnify its Trustees and officers with respect thereto.
5. RECORDKEEPING AND OTHER INFORMATION. The Administrator shall create and
maintain all necessary records in accordance with all applicable laws,
rules and regulations, including, but not limited to, records 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
and not otherwise created and maintained by another party pursuant to a
contract with the Trust. 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 Administrator for the
periods and in the places required by Rule 31a-2 under the 1940 Act.
6. AUDIT, INSPECTION AND VISITATION. The Administrator 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, IAI or any other person retained by either of them. Upon
reasonable notice by the Trust, the Administrator 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, IAI or any person retained by either of them.
7. COMPLIANCE WITH GOVERNMENTAL 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
Securities Exchange Act of 1934, as amended, the 1940 Act, and the rules
thereunder, and any other applicable laws, rules and regulations; provided,
however, that all services performed by the Administrator hereunder, to the
extent governed by any such laws, shall be rendered in compliance with the
terms thereof.
8. COMPENSATION. The Trust shall pay to the Administrator as compensation for
its services rendered hereunder the annual fee set forth in Schedule A;
provided, however, that IAI (or its designee) shall reimburse the Trust for
such payment to the extent of any applicable formal or informal expense
limitation agreement. The fee shall be calculated and accrued daily, and
paid monthly. The Trust shall also reimburse the Administrator for its
out-of-pocket expenses related to the performance of its duties hereunder,
including, without limitation, telecommunications charges, postage and
delivery services, record retention costs, reproduction charges, Trustee
supplies, and traveling and lodging expenses incurred by officers and
employees of the Administrator. The Trust shall pay the Administrator's
monthly invoices for administration 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 to the Administrator an
administration 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 Administrator as of the
termination date shall survive the termination of this Agreement.
9. APPOINTMENT OF AGENTS. The Administrator 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 Administrator may
from time to time direct; provided, however, that the appointment of any
such agent shall not relieve the Administrator of any of its
responsibilities or liabilities hereunder, and further provided that the
Administrator 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 ADMINISTRATOR'S NAME. The Trust shall not use the name of the
Administrator or any of its affiliates in the 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
Administrator; provided, however, that during the term hereof the
Administrator 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 any state
securities commission; and further provided, that in no event shall such
approval be unreasonably withheld.
11. USE OF NAME OF TRUST OR IAI. Neither the Administrator nor any of its
affiliates shall use the name of the Trust, the Funds, 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 Trust and IAI; provided, however, that during the
term hereof the Trust and IAI shall approve all uses of their names or the
name of the Fund that merely refers in accurate terms to the appointment of
the Administrator hereunder or that are required by the SEC or any state
securities commission; and further provided, that in no event shall such
approval be unreasonably withheld.
12. LIABILITY OF ADMINISTRATOR. The duties of the Administrator shall be
limited to those expressly set forth herein, and no implied duties are
assumed by or may be asserted against the Administrator hereunder. The
Administrator 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
Administrator 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. With the prior approval of IAI or the Trust (except with
respect to routine matters when such prior approval shall not be required),
the Administrator 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 Administrator's duties, and the
Administrator shall not be liable for any action taken or omitted by the
Administrator in good faith in reliance on the oral or written instruction
of such counsel, independent public accountants or other experts. The
Administrator shall not be liable for any action taken or omitted by the
Administrator in reliance on the oral or written instruction,
authorization, approval or information provided to the Administrator by any
person reasonably believed by the Administrator to be authorized by the
Trust or IAI to give such instruction, authorization, approval or
information. The Administrator shall not be liable or responsible for any
acts or omissions of any predecessor administrator or any other persons
having responsibility for matters to which this Agreement relates prior to
the effective date of this Agreement nor shall the Administrator be
responsible for reviewing any such acts or omissions. Any person, even
though also an officer, director, employee or agent of the Administrator 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, director, employee or agent or one under
the control or direction of the Administrator or any of its affiliates,
even though paid by one of those entities. As used above in this Section 12
(except the previous sentence) and in Section 13, the term "Administrator"
shall include directors, officers, employees and other agents of the
Administrator.
13. INDEMNIFICATION. (a) The Trust hereby agrees to indemnify and hold harmless
the Administrator from and against any and 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
Administrator may sustain or incur or which may be asserted against the
Administrator by any person by reason of, or as a result of: (i) any action
taken or omitted to be taken by the Administrator in good faith reliance
upon any instrument, order or communication believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized person,
upon the oral instruction or written instruction of an authorized person of
the Trust or upon the opinion of legal counsel for the Trust or its own
counsel; or (ii) any action taken or permitted to be taken by the
Administrator 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 Administrator or its directors, officers, employees, or agents in
cases of its or their 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 Administrator 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 Administrator's own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
The Administrator 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 the Administrator's inadvertent failure to notify the Trust of such
threatened or pending legal proceeding shall not operate to relieve the
Trust of any liability arising 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 Administrator. In the event that the Trust elects to assume
the defense of any claim pursuant to the preceding sentence, or in the
event that the Administrator determines for any other reason to engage its
own counsel, the Administrator shall bear the fees and expenses of counsel
retained by it. If the Trust does not elect to assume the defense of a
claim, the Trust shall advance or reimburse the Administrator, at the
election of the Administrator, reasonable fees and expenses of any counsel
retained by the Administrator, including reasonable investigation costs.
(b) The Administrator 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
Administrator or any of its directors, 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 Administrator 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 Administrator of such written
assertion or claim shall not operate to relieve the Administrator of any
liability arising hereunder. The Administrator 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 Administrator with notice to the Trust or IAI, as applicable.
In the event that the Administrator elects to assume the defense of any
claim pursuant to the preceding sentence, or in the event that the
Administrator determines for any other reason to engage its own counsel,
the Trust or IAI, as applicable, shall bear the fees and expenses of
additional counsel retained by it. If the Administrator does not elect to
assume the defense of a claim, the Administrator shall advance or reimburse
the Trust or IAI, at the election of such party, reasonable fees and
expenses of any counsel retained by them, including reasonable
investigation costs.
14. SCOPE OF DUTIES. The Administrator and the Trust shall regularly consult
with each other regarding the Administrator's performance of its
obligations and its compensation under the foregoing provisions. In
connection therewith, the Trust shall submit to the Administrator 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 1940 Act and the 1933 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 Administrator's obligations
under the foregoing provisions shall be subject to the Administrator's
approval. The Administrator 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 Administrator perform
services representing a material increase in the Administrator's
obligations hereunder, and the Administrator agrees to do so, the
Administrator 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, provided,
however, that if during such one year term IAI no longer serves as
investment adviser to any fund this Agreement will automatically terminate
as to IAI only, as of the date of the termination of such advisory
agreement, and this Agreement may be amended to add any successor
investment adviser as a party hereto with the agreement of the remaining
parties (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 and (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, cast at a meeting called for the purpose of voting on the
approval, and (iii) by 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 Administrator may terminate this
Agreement without penalty prior to the commencement of any Successive
Term by providing to the other parties 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
Administrator 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
Administrator's obligations hereunder, the Administrator shall, at the
expense and direction of the Trust, transfer to such successor all relevant
books, records and other data established or maintained by the
Administrator under the foregoing provisions. Sections 4, 8, 10, 11, 12,
13, 16, 17, 21, 22, 23, 24 and 25 shall survive any termination of this
Agreement.
17. FORCE MAJEURE. The Administrator 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 communications or power supply. In
the event of equipment breakdowns which are beyond the reasonable control
of the Administrator, and not primarily attributable to the failure of the
Administrator to reasonably maintain or provide for the maintenance of such
equipment, the Administrator 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 Administrator, the Trust and IAI.
19. NON-EXCLUSIVE SERVICES. The types of administrative services rendered by
the Administrator hereunder are not exclusive. The Administrator may render
such services to any other investment company and have other businesses and
interests.
20. DEFINITIONS. As used in this Agreement, the terms "assignment" and
"interested person" shall have the respective meanings set forth in the
1940 Act and the rules enacted thereunder as now in effect or hereafter
amended.
21. PRIVACY POLICY. It is the policy of the Administrator 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
Administrator restricts access to non-public personal information to those
persons who require such information to provide service to the
Administrator'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 Administrator 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 Xx., Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxx Xxxx
(b) if to the Administrator:
Fund Services, Inc. d/b/a Champion Fund Services
00000 Xxxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxxxx, XX 00000-0000
Attn: Xxxxxxxx Xxxxxx
(c) if to IAI:
Income Achievers, Inc.
0000 Xxxxxxxxxxxx Xx., Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
Attn: Xxx Xxxx
or to such other respective addresses as the parties 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: Date:
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Qamarrudin Ali Yar Khan
INCOME ACHIEVERS, INC.
By: Date:
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Xxxxxxxxxx Xxx Yar Khan, President
FUND SERVICES, INC., D/B/A CHAMPION FUND SERVICES
By: Date:
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Xxxxxxxx X. Xxxxxx, President
CHAMPION FUND SERVICES(TM)
SCHEDULE A
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ISLAMIA GROUP OF FUNDS
ADMINISTRATIVE SERVICES FEES
----------------------------
ANNUAL BASE FEE (ONE FUND): $21,000.00
Annual Asset Based Fee: Based on average net assets
VARIABLE FEES (WAIVED): One (1) basis point of total assets per month
*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, telephone, travel, printing,
copying, filing fees, Trustee supplies, record
retention and other miscellaneous items. (Invoiced to
Client at cost)
Conversion cost: To be determined.
*With respect to the pending merger of Islamia Group of Funds and Azzad/Dow
Xxxxx Ethical Market Fund, the Administrator hereby agrees to provide
administrative 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 Trust, at the reduced fee schedule outlined as "Additional Trusts 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 Administration Agreement with Islamia Group of Funds. If the pending merger
of Azzad/Dow Xxxxx Ethical Market Trust and Islamia Group of Funds 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:
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INCOME ACHIEVERS, INC.
By: Date:
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FUND SERVICES, INC., D/B/A CHAMPION FUND SERVICES
By: Date:
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SCHEDULE B
ADMINISTRATIVE SERVICES PROVIDED BY TRUST SERVICES, INC.
1. Provide overall day-to-day Trust administrative management, including
coordination of investment adviser, custodian, transfer agency,
distribution, and pricing and accounting activities;
2. Assist the Trust and Trust counsel with the design and development of the
Trust, including investment objectives, policies and structure of new
Trusts;
3. Preparation and filing with the SEC of Registration Statements,
Prospectuses, Statements of Additional Information, and proxy materials,
with the assistance of Trust counsel;
4. Prepare and file such reports, applications and documents as may be
necessary or desirable to register the Funds' shares with the Federal and
state securities authorities, and monitor the sale of Fund shares for
compliance with Federal and state securities laws;
5. Prepare and file Annual and Semi-Annual Report on Form N-SAR;
6. Prepare and file reports to shareholders, including the annual and semi
annual reports, and coordinate mailing Prospectuses, notices, proxy
statements, proxies and other reports to shareholders;
7. Assist with layout and printing of shareholder communications, including
Prospectuses and reports to shareholders;
8. Administer contracts on behalf of the Trust with, among others, IAI,
custodian, transfer agent/shareholder servicing agent, distributor, and
accounting services agent;
9. Coordinate the representations of outside legal counsel and independent
public accountants to the Trust;
10. Assist the Trust in obtaining fidelity bond and trustees and
officers/errors and omissions insurance policies for the Trust in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under the 1940
Act, as such bonds and policies are approved by the Trust's Board of
Trustees;
11. Prepare and maintain materials for trustees/management meetings including,
agendas, attendance records and minute books;
12. Coordinate shareholder meetings, including assisting Trust counsel in
preparation of minutes, preparation of proxy materials, with the assistance
of Trust counsel, and tabulation of results;
13. Monitor and pay Trust bills, maintain Trust budget and report budget
expenses and variances to Trust management;
14. Monitor the Trust's compliance with the investment restrictions and
limitations imposed by the 1940 Act and state Blue Sky laws and applicable
regulations thereunder, the fundamental and non-fundamental investment
policies and limitations set forth in the Trust's Prospectuses and
Statement of Additional Information, and the investment restrictions and
limitations necessary for the Fund to qualify as a regulated investment
company- under Subchapter M of the Internal Revenue Code of 1986, as
amended, or any successor statute;
15. Prepare and distribute to appropriate parties notices announcing the
declaration of dividends and other distributions to shareholders;
SCHEDULE B - CONTINUED
16. Provide personnel to serve as officers of the Trust if so elected by the
Board of Trustees of the Trust, and the Trust provides coverage for said
officers under the Trust's Trustees and Officers and Errors and Omissions
insurance;
17. Provide other administrative services as may be agreed from time to time in
writing by the Trust, IAI and the Administrator;
18. Prepare and file the Trust's annual report pursuant to Rule 24f-2 of the
Investment Company Act of 1940, as amended, with the assistance of Trust
counsel.
