MEMBER SERVICES AGREEMENT with Saturna Capital Corporation for AMANA MUTUAL FUNDS TRUST
EXHIBIT B
MEMBER SERVICES AGREEMENT
with Saturna Capital Corporation for
AMANA MUTUAL FUNDS TRUST
THIS AGREEMENT, effective the first day of January, 2000, between Saturna Capital Corporation, a Washington State corporation (the "Adviser") and the Islamic Society of North America ("ISNA"), for advice and services related to Amana Mutual Funds Trust (the "Trust"), to be and become effective as provided in Section 1, Article IV, between the parties hereto,
WITNESSETH, THAT:
The parties hereto pursuant to the terms hereof enter into the following Articles of Agreement:
ARTICLE 1: MEMBER SERVICEs
During the continuance of this Agreement, ISNA shall provide advice and other services to the Adviser regarding investments by members of the Islamic Society of North America in the funds of Amana Mutual Funds Trust. ISNA provides the Adviser with nondistribution related service and advice primarily concerning designing and tailoring the investment program from Saturna Capital and its Amana mutual funds to meet the needs of ISNA's members on an ongoing basis. ISNA shall not provide advice as to the value of securities or as to the advisability of investing in, purchasing or selling securities or other property.
ARTICLE II: REPORTS AND CONSULTATIONS
Upon request, ISNA shall furnish to the Adviser a written or oral report on all matters pertaining to its services. Upon request, ISNA shall meet with the Adviser, the trustees or any committee of the trustees of Amana Mutual Funds Trust to provide consultation and advice regarding issues of investment by ISNA's membership.
ARTICLE III: ISNA MEMBER SERVICES FEE
As full compensation for all services rendered by ISNA hereunder, the Adviser shall pay to ISNA an annual fee equal to 0.10% of the average daily net asset value of Amana's Growth Fund and Income Fund. Such average daily net asset value shall be determined by dividing the aggregate of the daily net asset values by the number of calendar days in the period. The amount thus determined for each calendar month shall be paid to ISNA as soon as practicable after receipt of the advisory fee. In the event of the termination of this Agreement the fee for the month in which terminated shall be that proportion of the rate for the whole month as the number of calendar days during which this Agreement is in effect during the month bears to the number of days in the whole month computed on the average daily net asset value of each Fund during such period. Notwithstanding the foregoing provisions in this Article III, in the event that the total expenses (excluding taxes, interest and extraordinary items) of a Fund of the Trust for any fiscal year exceeds the lesser of 2% of average daily net asset value or the expense limitation provisions established for the most restrictive state in which a Fund is registered to offer and sell Shares, the Adviser is obligated to reimburse the Fund for such excess. Such calculation shall be made at the end of each month based on the average daily net assets in such month, on a basis consistently applied, and any reimbursement or adjustment required shall be made promptly thereafter. In the event that reimbursement is required, ISNA shall reimburse the Adviser for a pro rata share of the amount of the advisory fee that the Adviser is required to reimburse to such Fund. Any such reimbursement by the Adviser to the Fund shall not exceed the amount of the advisory fee paid or payable to the Adviser for such fiscal year.
ARTICLE IV: TERM AND TERMINATION OF AGREEMENT
This Member Services Agreement shall become effective on January 1, 2000 for an initial period to September 30, 2000, and shall continue from year to year so long as the terms of the Advisory Agreement and the renewal and continuance thereof have been approved at least annually by a majority of the trustees, who are not interested persons of the Adviser, ISNA, the Trust or a Fund, casting their vote in person at a meeting called for the purpose of voting on such continuance. This Agreement may be terminated at any time without liability to either party by notice in writing given by the party desiring to terminate to the other not less than sixty (60) days in advance of the date specified, for termination. The Trust may take such action by majority vote of the trustees. This Agreement shall automatically terminate upon termination of the Advisory Agreement between the Adviser and any fund of Amana Mutual Funds Trust. This Agreement may not be assigned by either party and shall terminate automatically upon assignment (as defined in the federal Investment Company Act of 1940).
ARTICLE V. RESPONSIBILITY
ISNA shall have no responsibility for selection of securities, purchase or sale of securities, or investment advice given by the Adviser to the Trust. The sole responsibility hereunder shall be for providing advice and other services to the Adviser regarding the investments of ISNA members in funds of the Trust. ISNA shall have no responsibility or liability for the investment recommendations and advice of the Adviser, and shall have no responsibility or liability for the performance of the Trust which may result from the advice and recommendations of the Adviser.
ARTICLE VI. GENERAL
This instrument is executed by the Adviser and ISNA in their respective capacities. By the execution hereof all parties agree that, except to the extent limited by the provisions of the federal Investment Company Act of 1940, for the payment of any claim or the performance of any obligations hereunder, resort shall be had solely to the assets and property of the Trust and no Shareholder, trustee, officer, employee or agent of the Trust or a Fund shall be personally liable therefore. Reference is made to Articles of Trust dated July 17, 1984 which has been filed with the Indiana Secretary of State, Indianapolis, Indiana.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on behalf of each of them by their duly authorized officers as of the date and year first above written.
ISLAMIC SOCIETY OF NORTH AMERICA |
SATURNA CAPITAL CORPORATION |
By /s/ Xxxxxxxx Xxxxxxxx, Sec-Gen | By/s/ Xxxxxxxx Xxxxxx, President |