C:\59WS\Islamic\bbh_A-TA2000_2.doc 3/7/2000
ISLAMIC GLOBAL EQUITY FUND
TRANSFER AGENCY AND SERVICES AGREEMENT
AGREEMENT made as of the ________, by and between the Islamic Global
Equity Fund, a Massachusetts Business Trust (the "Fund"), with its principal
office and place of business at 00 Xxxx Xxxxxx, Xxxxxx XX 00000, and Forum
Shareholder Services, LLC, a Delaware limited liability company with its
principal office and place of business at Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx
00000 ("Forum").
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company.
WHEREAS, the Fund desires that Forum perform as the transfer agent and
dividend disbursing agent for the Fund and Forum is willing to provide these
services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Fund and Forum hereby agree as follows:
SECTION 1. APPOINTMENT; DELIVERY OF DOCUMENTS
(a) The Fund, hereby appoints Forum to act as, and Forum agrees to act
as, (i) transfer agent for the authorized and issued shares of the Fund
("Shares"), (ii) dividend disbursing agent and (iii) agent in connection with
any accumulation, open-account or similar plans provided to the registered
owners of shares of any of the Fund ("Shareholders") and set out in the
currently effective prospectus and statement of additional information
(collectively the "Prospectus") of the Fund, including, without limitation, any
periodic investment plan or periodic withdrawal program.
(b) In connection therewith, the Fund has delivered to Forum copies of
(i) the Fund's Declaration of Trust and Bylaws (collectively, as amended from
time to time, "Organic Documents"), (ii) the Fund's Registration Statement and
all amendments thereto filed with the U.S. Securities and Exchange Commission
("SEC") pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), or the 1940 Act (the "Registration Statement"), (iii) the Fund's current
Prospectus (as currently in effect and as amended or supplemented, and (iv) each
current plan of distribution or similar document adopted by the Fund under Rule
12b-1 under the 1940 Act ("Plan") and each current shareholder service plan or
similar document adopted by the Fund ("Service Plan") and shall promptly furnish
Forum with all amendments of or supplements to the foregoing. The Fund shall
deliver to Forum a certified copy of the resolution of the Board of the Fund
(the "Board") appointing Forum and authorizing the execution and delivery of
this Agreement.
SECTION 2. DUTIES OF FORUM
(a) Forum agrees that in accordance with procedures established from
time to time by agreement between the Fund and Forum, Forum will perform the
following services:
(i) provide the services of a transfer agent, dividend disbursing agent
and, as relevant, agent in connection with accumulation, open-account
or similar plans (including without limitation any periodic investment
plan or periodic withdrawal program) that are customary for open-end
management investment companies including: (A) maintaining all
Shareholder accounts, (B) preparing Shareholder meeting lists, (C)
mailing proxies and related materials to Shareholders, (D) mailing
Shareholder reports and prospectuses to current Shareholders, (E)
withholding taxes on U.S. resident and non-resident alien accounts, (F)
preparing and filing U.S. Treasury Department Forms 1099 and other
appropriate forms required by federal authorities with respect to
distributions for Shareholders, (G) preparing and mailing confirmation
forms and statements of account to Shareholders for all purchases and
redemptions of Shares and other confirmable transactions in Shareholder
accounts, (H) preparing and mailing activity statements for
Shareholders, and (I) providing Shareholder account information;
(ii) receive for acceptance orders for the purchase of Shares and promptly
deliver payment and appropriate documentation therefor to the custodian of the
Fund (the "Custodian") or, in the case of the Fund's operating in a master
feeder or fund of funds structure, to the transfer agent or interest holder or
recordkeeper for the master portfolios in which the fund invests;
(iii) pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
(iv) receive for acceptance redemption requests and deliver the appropriate
documentation therefor to the Custodian.
(v) as and when it receives monies paid to it by the Custodian with
respect to any redemption, pay the redemption proceeds as required by
the prospectus pursuant to which the redeemed Shares were offered and
as instructed by the redeeming Shareholders;
(vi) effect transfers of Shares upon receipt of appropriate instructions
from Shareholders;
(vii) prepare and transmit to Shareholders (or credit the appropriate
Shareholder accounts) payments for all distributions declared by the
Fund with respect to Shares;
(viii) issue share certificates and replacement share certificates for
those share certificates alleged to have been lost, stolen, or
destroyed upon receipt by Forum of indemnification satisfactory to
Forum and protecting Forum and the Fund and, at the option of Forum,
issue replacement certificates in place of mutilated share certificates
upon presentation thereof without requiring indemnification;
(ix) receive from Shareholders or debit Shareholder accounts for sales
commissions, including contingent deferred, deferred and other sales
charges, and service fees (i.e., wire redemption charges) and prepare
and transmit payments to underwriters, selected dealers and others for
commissions and service fees received;
(x) track shareholder accounts by financial intermediary source and
otherwise as reasonably requested by the Fund and provide periodic
reporting to the Fund or its administrator or other agent;
(xi) maintain records of account for and provide reports and statements to
the Fund and Shareholders as to the foregoing;
(xii) record the issuance of Shares of the Fund and maintain pursuant
to Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as
amended ("1934 Act") a record of the total number of Shares of the
Fund, that are authorized, based upon data provided to it by the Fund,
and are issued and outstanding and provide the Fund on a regular basis
a report of the total number of Shares that are authorized and the
total number of Shares that are issued and outstanding;
(xiii) provide a system which will enable the Fund to calculate the
total number of Shares of the Fund sold in each State;
(xiv) monitor and make appropriate filings with respect to the
escheatment laws of the various states and territories of the United
States; and
(xv) oversee the activities of proxy solicitation firms.
(b) Forum shall receive and tabulate proxy votes, coordinate the
tabulation of proxy and shareholder meeting votes and perform such other
additional services as may be specified from time to time by the Fund, all
pursuant to mutually acceptable compensation and implementation agreements.
(c) The Fund or its administrator or other agent (i) shall identify to
Forum in writing those transactions and assets to be treated as exempt from
reporting for each state and territory of the United States and for each foreign
jurisdiction (collectively "States") and (ii) shall monitor the sales activity
with respect to Shareholders domiciled or resident in each State. The
responsibility of Forum for the Fund's State registration status is solely
limited to the reporting of transactions to the Fund, and Forum shall have no
obligation, when recording the issuance of Shares, to monitor the issuance of
such Shares or to take cognizance of any laws relating to the issue or sale of
such Shares, which functions shall be the sole responsibility of the Fund or its
administrator or other agent.
(d) Forum shall establish and maintain facilities and procedures
reasonably acceptable to the Fund for the safekeeping, control, preparation and
use of share certificates, check forms, and facsimile signature imprinting
devices. Forum shall establish and maintain facilities and procedures reasonably
acceptable to the Fund for safekeeping of all records maintained by Forum
pursuant to this Agreement.
(e) Forum shall cooperate with the Fund's independent public
accountants and shall take reasonable action to make all necessary information
available to the accountants for the performance of the accountants' duties.
(f) Except with respect to Forum's duties as set forth in this Section
2 and except as otherwise specifically provided herein, the Fund assumes all
responsibility for ensuring that the Fund complies with all applicable
requirements of the Securities Act, the 1940 Act and any laws, rules and
regulations of governmental authorities with jurisdiction over the Fund. All
references to any law in this Agreement shall be deemed to include reference to
the applicable rules and regulations promulgated under authority of the law and
all official interpretations of such law or rules or regulations.
SECTION 3. RECORDKEEPING
(a) Prior to the commencement of Forum's responsibilities under this
Agreement, if applicable, the Fund shall deliver or cause to be delivered over
to Forum (i) an accurate list of Shareholders of the Fund, showing each
Shareholder's address of record, number of Shares owned and whether such Shares
are represented by outstanding share certificates and (ii) all Shareholder
records, files, and other materials necessary or appropriate for proper
performance of the functions assumed by Forum under this Agreement (collectively
referred to as the "Materials"). The Fund shall indemnify and hold Forum
harmless from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liability arising out of or attributable to any
error, omission, inaccuracy or other deficiency of the Materials, or out of the
failure of the Fund to provide any portion of the Materials or to provide any
information in the Fund's possession or control reasonably needed by Forum to
perform the services described in this Agreement.
(b) Forum shall keep records relating to the services to be performed
under this Agreement, in the form and manner as it may deem advisable and as
required by applicable law. To the extent required by Section 31 of the 1940
Act, and the rules thereunder, Forum agrees that all such records prepared or
maintained by Forum relating to the services to be performed by Forum under this
Agreement are the property of the Fund and will be preserved, maintained and
made available in accordance with Section 31 of the 1940 Act and the rules
thereunder, and will be surrendered promptly to the Fund on and in accordance
with the Fund's request. The Fund and the Fund's authorized representatives
shall have access to Forum's records relating to the services to be performed
under this Agreement at all times during Forum's normal business hours. Upon the
reasonable request of the Fund, copies of any such records shall be provided
promptly by Forum to the Fund or the Fund's authorized representatives.
(c) Forum and the Fund agree that all books, records, information, and
data pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement shall
remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law.
(d) In case of any requests or demands for the inspection of the
Shareholder records of the Fund, Forum will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. Forum shall abide by the Fund's instructions for granting or denying
the inspection; provided, however, that Forum may grant the inspection without
instructions if Forum is advised by counsel to Forum that failure to do so will
result in liability to Forum.
SECTION 4. ISSUANCE AND TRANSFER OF SHARES
(a) Forum shall make original issues of Shares of the accordance with
the Fund's then current prospectus only upon receipt of (i) instructions
requesting the issuance, (ii) a certified copy of a resolution of the Board
authorizing the issuance, (iii) necessary funds for the payment of any original
issue tax applicable to such Shares, and (iv) an opinion of the Fund's counsel
as to the legality and validity of the issuance, which opinion may provide that
it is contingent upon the filing by the Fund of an appropriate notice with the
SEC, as required by Section 24 of the 1940 Act or the rules thereunder. If the
opinion described in (iv) above is contingent upon a filing under Section 24 of
the 1940 Act, the Fund shall indemnify Forum for any liability arising from the
failure of the Fund to comply with that section or the rules thereunder.
(b) Transfers of Shares the Fund shall be registered on the Shareholder
records maintained by Forum. In registering transfers of Shares, Forum may rely
upon the Uniform Commercial Code as in effect in the Commonwealth of
Massachusetts or any other statutes that, in the opinion of Forum's counsel,
protect Forum and the Fund from liability arising from (i) not requiring
complete documentation, (ii) registering a transfer without an adverse claim
inquiry, (iii) delaying registration for purposes of such inquiry or (iv)
refusing registration whenever an adverse claim requires such refusal. As
Transfer Agent, Forum will be responsible for delivery to the transferor and
transferee of such documentation as is required by the Uniform Commercial Code.
SECTION 5. SHARE CERTIFICATES
(a) The Fund shall furnish to Forum a supply of blank share
certificates of the Fund and, from time to time, will renew such supply upon
Forum's request. Blank share certificates shall be signed manually or by
facsimile signatures of officers of the Fund authorized to sign by the Organic
Documents of the Fund and, if required by the Organic Documents, shall bear the
Fund's seal or a facsimile thereof. Unless otherwise directed by the Fund, Forum
may issue or register Share certificates reflecting the manual or facsimile
signature of an officer who has died, resigned or been removed by the Fund.
(b) New Share certificates shall be issued by Forum upon surrender of
outstanding Share certificates in the form deemed by Forum to be properly
endorsed for transfer and satisfactory evidence of compliance with all
applicable laws relating to the payment or collection of taxes. Forum shall
forward Share certificates in "non-negotiable" form by first-class or registered
mail, or by whatever means Forum deems equally reliable and expeditious. Forum
shall not mail Share certificates in "negotiable" form unless requested in
writing by the Fund and fully indemnified by the Fund to Forum's satisfaction.
(c) In the event that the Fund informs Forum that the Fund does not
issue share certificates, Forum shall not issue any such share certificates and
the provisions of this Agreement relating to share certificates shall not be
applicable with respect to the Fund.
SECTION 6. SHARE PURCHASES; ELIGIBILITY TO RECEIVE DISTRIBUTIONS
(a) Shares shall be issued in accordance with the terms of the Fund's
prospectus after Forum or its agent receives either:
(i) (A) an instruction directing investment in the Fund, (B) a check
(other than a third party check) or a wire or other electronic payment
in the amount designated in the instruction and (C), in the case of an
initial purchase, a completed account application; or
(ii) the information required for purchases pursuant to a selected
dealer agreement, processing organization agreement, or a similar
contract with a financial intermediary.
(b) Shares issued in the Fund after receipt of a completed
purchase order shall be eligible to receive distributions of
the Fund at the time specified in the prospectus pursuant to
which the Shares are offered.
(c) Shareholder payments shall be considered Federal Funds no
later than on the day indicated below unless other times are
noted in the prospectus of the Fund:
(i) for a wire received, at the time of the receipt of the wire;
(ii) for a check drawn on a member bank of the Federal Reserve System, on
the next Fund business day following receipt of the check; and
(iii) for a check drawn on an institution that is not a member of
the Federal Reserve System, at such time as Forum is credited
with Federal Funds with respect to that check.
SECTION 7. FEES AND EXPENSES
(a) For the services provided by Forum pursuant to this Agreement, the
Fund agrees to pay Forum the fees set forth in Clauses (i) and (ii) of Appendix
A hereto. Fees will begin to accrue for the Fund on the latter of the date of
this Agreement or the date of commencement of operations of the Fund. If fees
begin to accrue in the middle of a month or if this Agreement terminates before
the end of any month, all fees for the period from that date to the end of that
month or from the beginning of that month to the date of termination, as the
case may be, shall be prorated according to the proportion that the period bears
to the full month in which the effectiveness or termination occurs. Upon the
termination of this Agreement the Fund shall pay to Forum such compensation as
shall be payable prior to the effective date of termination. The Fund
acknowledges that Forum may from time to time earn money on amounts in the
deposit accounts maintained by Forum to service the Fund (and other clients
serviced by Forum).
(b) In connection with the services provided by Forum pursuant to this
Agreement, the Fund agrees to reimburse Forum for the expenses set forth in
Appendix A hereto. In addition, the Fund shall reimburse Forum for all
reasonable incurred expenses and employee time (at 150% of salary) attributable
to any review of the Fund's accounts and records by the Fund's independent
accountants or any regulatory body outside of routine and normal periodic
reviews. Should the Fund exercise its right to terminate this Agreement, the
Fund, shall reimburse Forum for all reasonable incurred out-of-pocket expenses
and employee time (at 150% of salary) associated with the copying and movement
of records and material to any successor person and providing assistance to any
successor person in the establishment of the accounts and records necessary to
carry out the successor's responsibilities.
(c) All fees and reimbursements are payable in arrears on a monthly
basis and the Fund agrees to pay all fees and reimbursable expenses within
thirty (30) business days following receipt of the respective billing notice.
SECTION 8. REPRESENTATIONS AND WARRANTIES
(a) Forum represents and warrants to the Fund that:
(i) It is a limited liability company duly organized and existing and in
good standing under the laws of the State of Delaware;
(ii) It is duly qualified to carry on its business in the State of Maine;
(iii) It is empowered under applicable laws and by its Operating
Agreement to enter into this Agreement and perform its duties under
this Agreement;
(iv) All requisite corporate proceedings have been taken to authorize
it to enter into this Agreement and perform its duties under this
Agreement;
(v) It has access to the necessary facilities, equipment, and personnel to
perform its duties and obligations under this Agreement;
(vi) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of Forum, enforceable against Forum
in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties and
to general equity principals; and
(vii) It is registered as a transfer agent under Xxxxxxx 00X xx xxx
0000 Xxx.
(x) Islamic Global Equity Fund represents and warrants to Forum that:
(i) It is a business trust duly organized and existing and in good standing
under the laws of Massachusetts;
(ii) It is empowered under applicable laws and by its Organic Documents
to enter into this Agreement and perform its duties under this
Agreement;
(iii) All requisite corporate proceedings have been taken to authorize
it to enter into this Agreement and perform its duties under this
Agreement;
(iv) It is an open-end management investment company registered under the
1940 Act;
(v) This Agreement, when executed and delivered, will constitute a
legal, valid and binding obligation of the Islamic Global Equity Fund,
enforceable against the Islamic Global Equity Fund in accordance with
its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting the rights
and remedies of creditors and secured parties and to general equity
principals; and
(vi) A registration statement under the Securities Act is currently
effective and will remain effective, and appropriate State securities
law filings have been made and will continue to be made, with respect
to all Shares of the Fund being offered for sale.
SECTION 9. PROPRIETARY INFORMATION
(a) The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals maintained by Forum on databases under the control and ownership of
Forum or a third party constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of substantial
value to Forum or the third party. The Fund agrees to treat all Proprietary
Information as proprietary to Forum and further agrees that it shall not divulge
any Proprietary Information to any person or organization except as may be
provided under this Agreement.
(b) Forum acknowledges that the Shareholder list and all information
related to Shareholders furnished to Forum by the Fund or by a Shareholder in
connection with this Agreement (collectively, "Customer Data") constitute
proprietary information of substantial value to the Fund. In no event shall
Proprietary Information be deemed Customer Data. Forum agrees to treat all
Customer Data as proprietary to the Fund and further agrees that it shall not
divulge any Customer Data to any person or organization except as may be
provided under this Agreement or as may be directed by the Fund.
SECTION 10. INDEMNIFICATION
(a) Forum shall not be responsible for, and the Fund shall indemnify
and hold Forum harmless from and against, any and all losses, damages, costs,
charges, reasonable counsel fees, payments, expenses and liability arising out
of or attributable to:
(i) all actions of Forum or its agents or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken
in good faith and without negligence or willful misconduct;
(ii) the Fund's lack of good faith or the Fund's negligence or willful
misconduct;
(iii) the reasonable reliance on or use by Forum or its agents or
subcontractors of information, records, documents or services which
have been prepared, maintained or performed by the Fund or any other
person or firm on behalf of the Fund, including but not limited to any
previous transfer agent or registrar;
(iv) the reasonable reliance on, or the carrying out by Forum or its agents
or subcontractors of, any instructions or requests of the Fund on behalf of the
applicable Fund; and
(v) the offer or sale of Shares in violation of any requirement under
the Federal securities laws or regulations or the securities laws or
regulations of any State that such Shares be registered in such State
or in violation of any stop order or other determination or ruling by
any federal agency or any State with respect to the offer or sale of
such Shares in such State.
(b) Forum shall indemnify and hold the Fund harmless from and against
any and all losses, damages, costs, charges, reasonable counsel fees, payments,
expenses and liability arising out of or attributed to any action or failure or
omission to act by Forum as a result of Forum's lack of good faith, negligence
or willful misconduct with respect to the services performed under or in
connection with this Agreement.
(c) At any time Forum may apply to any officer of the Fund for
instructions, and may consult with legal counsel to the Fund or to Forum with
respect to any matter arising in connection with the services to be performed by
Forum under this Agreement, and Forum and its agents or subcontractors shall not
be liable and shall be indemnified by the Fund on behalf of the applicable Fund
for any action taken or omitted by it in reasonable reliance upon such
instructions or upon the advice of such counsel. Forum, its agents and
subcontractors shall be protected and indemnified in acting upon (i) any paper
or document furnished by or on behalf of the Fund, reasonably believed by Forum
to be genuine and to have been signed by the proper person or persons, (ii) any
instruction, information, data, records or documents provided Forum or its
agents or subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and (iii) any authorization,
instruction, approval, item or set of data, or information of any kind
transmitted to Forum in person or by telephone, vocal telegram or other
electronic means, reasonably believed by Forum to be genuine and to have been
given by the proper person or persons. Forum shall not be held to have notice of
any change of authority of any person, until receipt of written notice thereof
from the Fund. Forum, its agents and subcontractors shall also be protected and
indemnified in recognizing share certificates which are reasonably believed to
bear the proper manual or facsimile signatures of the officers of the Fund, and
the proper countersignature of any former transfer agent or former registrar or
of a co-transfer agent or co-registrar of the Fund.
(d) If the Fund has the ability to originate electronic instructions to
Forum in order to (i) effect the transfer or movement of cash or Shares or (ii)
transmit Shareholder information or other information, then in such event Forum
shall be entitled to rely on the validity and authenticity of such instruction
without undertaking any further inquiry as long as such instruction is
undertaken in conformity with security procedures established by Forum from time
to time.
(e) The Fund has authorized or in the future may authorize Forum to act
as a "Mutual Fund Services Member" for the Fund. Fund/SERV and Networking are
services sponsored by the National Securities Clearing Corporation ("NSCC") and
as used herein have the meanings as set forth in the then current edition of
NSCC Rules and Procedures published by NSCC or such other similar publication as
may exist from time to time. The Fund shall indemnify and hold Forum harmless
from and against any and all losses, damages, costs, charges, reasonable counsel
fees, payments, expenses and liability arising directly or indirectly out of or
attributed to any action or failure or omission to act by NSCC.
(f) In order that the indemnification provisions contained in this
Section shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim or to defend against
said claim in its own name or in the name of the other party. In the event that
Forum elects to defend against a claim,the defense shall be conducted by counsel
chosen by Forum and reasonably satisfactory to the Agent. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
SECTION 11. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective on the earlier of
_________or the date on which the Fund's Registration
Statement relating to the Shares of the Fund becomes effective
or the date of the commencement of operations of the Fund.
Upon effectiveness of this Agreement, it shall supersede all
previous agreements between the parties hereto covering the
subject matter hereof insofar as such Agreement may have been
deemed to relate to the Fund.
(b) This Agreement shall continue in effect with respect to the Fund until
terminated.
(c) This Agreement may be terminated with respect to a Fund at any time,
without the payment of any penalty (i) by the Board on sixty (60) days' written
notice to Forum or (ii) by Forum on sixty (60) days' written notice to the Fund.
Any termination shall be effective as of the date specified in the notice. Upon
notice of termination of this Agreement by either party, Forum shall promptly
transfer to the successor transfer agent the original or copies of all books and
records maintained by Forum under this Agreement including, in the case of
records maintained on computer systems, copies of such records in
machine-readable form, and shall cooperate with, and provide reasonable
assistance to, the successor transfer agent in the establishment of the books
and records necessary to carry out the successor transfer agent's
responsibilities.
(d) The obligations of Sections 3, 7, 8, 9, 10, 14, 15 and 17 shall survive
any termination of this Agreement.
SECTION 12. ADDITIONAL CLASSES
In the event that the Fund establishes one or more classes of Shares
after the effectiveness of this Agreement, such classes of Shares shall become
Classes under this Agreement. Forum or the Fund may elect not to make any such
classes subject to this Agreement.
SECTION 13. ASSIGNMENT
Except as otherwise provided in this Agreement, neither this Agreement
nor any rights or obligations under this Agreement may be assigned by either
party without the written consent of the other party. This Agreement shall inure
to the benefit of and be binding upon the parties and their respective permitted
successors and assigns. Forum may, without further consent on the part of the
Fund, subcontract for the performance hereof with any entity, including
affiliated persons of Forum; provided however, that Forum shall be as fully
responsible to the Fund for the acts and omissions of any subcontractor as Forum
is for its own acts and omissions.
SECTION 14. FORCE MAJEURE
Forum shall not be responsible or liable for any failure or delay in
performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control
including, without limitation, acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdowns, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails or
any transportation medium, communication system or power supply.
SECTION 15. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Fund and the shareholders of each Fund shall not be
liable for any obligations of the Fund under this Agreement, and Forum agrees
that, in asserting any rights or claims under this Agreement, it shall look only
to the assets and property of the Fund or the Fund to which Forum's rights or
claims relate in settlement of such rights or claims, and not to the Trustees of
the Fund or the shareholders of the Fund.
SECTION 16. TAXES
Forum shall not be liable for any taxes, assessments or governmental
charges that may be levied or assessed on any basis whatsoever in connection
with the Fund or any Shareholder or any purchase of Shares, excluding taxes
assessed against Forum for compensation received by it under this Agreement.
SECTION 17. MISCELLANEOUS
(a) Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement.
(b) Except to add new Classes in accordance with Section 12, no
provisions of this Agreement may be amended or modified in any manner except by
a written agreement properly authorized and executed by both parties hereto.
(c) This Agreement shall be governed by, and the provisions of this
Agreement shall be construed and interpreted under and in accordance with, the
laws of the State of New York, except as otherwise provided in Section 4(b).
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
(e) This Agreement may be executed by the parties hereto on any number
of counterparts, and all of the counterparts taken together shall be deemed to
constitute one and the same instrument.
(f) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid. This Agreement shall be construed as if drafted jointly by both Forum
and Fund and no presumptions shall arise favoring any party by virtue of
authorship of any provision of this Agreement.
(g) Section and paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.
(h) Notices, requests, instructions and communications received by the
parties at their respective principal addresses, or at such other address as a
party may have designated in writing, shall be deemed to have been properly
given.
(i) Nothing contained in this Agreement is intended to or shall require
Forum, in any capacity hereunder, to perform any functions or duties on any day
other than a Fund business day. Functions or duties normally scheduled to be
performed on any day which is not a Fund business day shall be performed on, and
as of, the next Fund business day, unless otherwise required by law.
(j) No affiliated person (as that term is defined in the 1940 Act),
employee, agent, director, officer or manager of Forum shall be liable at law or
in equity for Forum's obligations under this Agreement.
(k) Each of the undersigned expressly warrants and represents that they
have full power and authority to sign this Agreement on behalf of the party
indicated and that their signature will bind the party indicated to the terms
hereof and each party hereto warrants and represents that this Agreement, when
executed and delivered, will constitute a legal, valid and binding obligation of
the party, enforceable against the party in accordance with its terms, subject
to bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting the rights and remedies of creditors and secured parties.
(l) The terms and "affiliated person," "assignment" and "vote of a
majority of the outstanding voting securities" shall have the meanings ascribed
thereto in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
persons, as of the day and year first above written.
ISLAMIC GLOBAL EQUITY FUND
By:
----------------------------------
Xxxxxx Xxxxxxxx
President
ISLAMIC GLOBAL EQUITY FUND
By:
--------------------------------
Xxxxxx Xxxxxxxx
President
FORUM SHAREHOLDER SERVICES, LLC
By:
--------------------------------
Xxxx X. Xxxxxxxx
Director
- B1 -
ISLAMIC GLOBAL EQUITY FUND
TRANSFER AGENCY AND SERVICE AGREEMENT
Appendix A
Fees and Expenses
(i) Base Fee:
Fees per CUSIP..........................................$1,000/month
(ii) Shareholder Account Fees:
(a) Non- NSCC networked account..............$1.50/account/month
(b) NSCC networked account...................$0.75/account/month
Shareholder account fees are based upon the number of Shareholder
accounts as of the last Fund Business Day of the prior month.
(iii) Out-Of-Pocket and Related Expenses:
Islamic Global Equity Fund shall reimburse Forum for all out-of-pocket
and ancillary expenses in providing the services described in this
Agreement, including but not limited to, the cost of (or appropriate
share of the cost of): (i) statement, confirmation, envelope and
stationary stock, (ii) share certificates, (iii) printing of checks and
drafts, (iv) postage, (v) telecommunications, (vi) banking services
(DDA account, wire and ACH, check and draft clearing and lock box fees
and charges), (vii) NSCC Mutual Fund Service Member fees and expenses,
(viii) outside proxy solicitors and tabulators, (ix) proxy solicitation
fees and (ix) microfilm and microfiche. In addition, any other expenses
incurred by Forum at the request or with the consent of the Fund will
be reimbursed by the Fund.
