SHAREHOLDER SERVICES AGREEMENT
THIS AGREEMENT is made and entered into as of this 4th day of May,
2000, by and between Allied Asset Advisors Funds, a Delaware business trust
(hereinafter referred to as the "Trust") and Xxxxxxxx Capital Markets, Inc.
("RCM"), a corporation organized and existing under the laws of the State of New
York.
WHEREAS, the Trust is an open-end management investment company which
is registered under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust is authorized to create separate series, each with
its own separate investment portfolio, along with separate classes of such
series;
WHEREAS, RCM is a corporation and, among other things, is in the
business of providing or arranging for shareholder services; and
WHEREAS, the Trust desires to retain RCM to act as shareholder
servicing agent for each class of each series of the Trust listed on Exhibit A
attached hereto, (each such class and each such series hereinafter referred to
as a "class" and a "Fund", respectively), as may be amended from time to time.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Trust and RCM agree as follows:
1. The Trust hereby appoints RCM to provide information and administrative
services for the benefit of the Fund and its shareholders attributable to the
class. In this regard, RCM shall appoint various broker-dealer firms and other
service or administrative firms ("Firms") to provide related services and
facilities for persons who are investors in the class of the Fund ("investors").
The Firms shall provide such office space and equipment, telephone facilities,
personnel or other services as may be necessary or beneficial for providing
information and services to investors. Such services and assistance may include,
but are not limited to, establishing and maintaining accounts and records,
processing purchase and redemption transactions, answering routine inquiries
regarding the Fund and its special features, assistance to investors in changing
dividend and investment options, account designations and addresses, and such
other administrative services as the Trust or RCM may reasonably request. Firms
may include affiliates of RCM. RCM may also provide some of the above services
for the Fund directly.
RCM accepts such appointment and agrees during such period to render
such services and to assume the obligations herein set forth for the
compensation herein provided. RCM shall for all purposes herein provided be
deemed to be an independent contractor and, unless otherwise expressly provided
or authorized, shall have no authority to act for or represent the Trust in any
way or otherwise be deemed an agent of the Trust. RCM, by separate agreement
with the Trust, may also serve the Trust in other capacities. In carrying out
its duties and responsibilities hereunder, RCM will appoint various Firms to
provide administrative and other services described herein directly to or for
the benefit of investors. Such Firms shall at all times be deemed to be
independent contractors retained by RCM and not the Trust. RCM and not the Trust
will be responsible for the payment of compensation to such Firms for such
services.
2. For the administrative services described in Section 1, the Trust will pay to
RCM at the end of each calendar month a shareholder service fee computed at an
annual rate of up to 0.25 of 1% of the average daily net assets of the Fund
attributable to the class. The current fee schedule is set forth as Exhibit B
hereto. For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during such month and year,
respectively. The services of RCM to the Trust under this Agreement are not to
be deemed exclusive, and RCM shall be free to render similar services or other
services to others.
3. The Trust shall assume and pay all charges and expenses of its operations not
specifically assumed or otherwise to be provided by RCM under this Agreement.
4. This Agreement may be terminated at any time without the payment of any
penalty by the Trust or by RCM on sixty (60) days written notice to the other
party. Termination of this Agreement shall not affect the right of RCM to
receive payments on any unpaid balance of the compensation described in Section
2 hereof earned prior to such termination. This Agreement may not be amended,
modified or effected except by written instrument executed by all parties
effected thereby.
5. If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder shall not be thereby
affected.
6. RCM is hereby expressly put on notice of the limitation of shareholder
liability as set forth in the Trust's Declaration of Trust and agrees that
obligations assumed by the Trust pursuant to this Agreement shall be limited in
all cases to the Trust and its assets, and if the liability relates to one or
more series, the obligations hereunder shall be limited to the respective assets
of such series. RCM further agrees that it shall not seek satisfaction of any
such obligation from the shareholder or any individual shareholder of a series
of the Trust, nor from the Trustees or any individual Trustee of the Trust.
7. This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of Wisconsin. However,
nothing herein shall be construed in a manner inconsistent with the 1940 Act or
any rule or regulation promulgated by the Securities and Exchange Commission
thereunder.
8. Notices of any kind to be given by either party to the other party shall be
in writing and shall be duly given if mailed or delivered as follows:
Notice to RCM shall be sent to:
Xxxxxxxx Capital Markets, Inc.
0000 Xxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
and notice to the Trust shall be sent to:
Allied Asset Advisors Funds
000 XxXxxxxxxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxx X. Xxxxxx
Vedder, Price, Xxxxxxx & Kammholz
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
[SIGNATURES APPEAR ON THE NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer or one or more counterparts as of the day
and year first written above.
ALLIED ASSET ADVISORS FUNDS
By:___________________
Name:_________________
Title:________________
Attest:______________________
FIRSTAR MUTUAL FUND SERVICES, LLC
By:___________________
Name:_________________
Title:________________
Attest:______________________
EXHIBIT A
ALLIED ASSET ADVISORS FUNDS
----------------------------------------------------------- --------------------
FUND CLASS
----------------------------------------------------------- --------------------
Dow Xxxxx Islamic Index Fund M Shares
----------------------------------------------------------- --------------------
EXHIBIT B
ALLIED ASSET ADVISORS FUNDS
DOW XXXXX ISLAMIC INDEX FUND
FEE SCHEDULE FOR
SHAREHOLDER SERVICES AGREEMENT
Pursuant to Section 2 of the Shareholder Services Agreement to which this
Exhibit is attached, the Trust and RCM agree that the initial administrative
service fee will be computed as described hereinafter. The Trust will pay RCM a
fee at a rate sufficient to reimburse RCM for service fee payments made by RCM
to broker-dealer firms and other financial services firms ("Firms") that are
retained by RCM to provide information and administrative services for their
clients as contemplated by Section 1 of the Agreement. RCM will pay Firms a
service fee at an annual rate of up to .25% of net assets of the Fund
attributable to the class of those accounts in the class of the Fund that they
maintain and service. For this purpose, Firms shall only include broker-dealers
and other financial services firms listed on the records of the Trust as "dealer
of record," and shall not include RCM. In no event shall the fee paid to RCM
exceed the limitations set forth in Section 2 of the Agreement.
Dated: May 4, 2000
ALLIED ASSET ADVISORS FUNDS
By:______________________
Name:____________________
Title:___________________
Attest:______________________________
XXXXXXXX CAPITAL MARKETS, INC.
By:_____________________
Name:___________________
Title:__________________
Attest:_______________________________
