Pre-Effective Amendment to Registration Statement of an Open-End Management Investment Company — Form N-1A
Filing Table of Contents
Document/Exhibit Description Pages Size
1: N-1A/A Pre-Effective Amendment to Registration Statement 66± 288K
of an Open-End Management Investment
Company
2: EX-99.A(III) Written Instrument Fixing 1 8K
3: EX-99.A(IV) Written Instrument Establishing 2± 12K
4: EX-99.B(I) Amendment to Bylaws 1 8K
5: EX-99.D Advisory Agreement 6± 26K
6: EX-99.D(I) Expense Waiver and Reimbursement Agreement 2± 10K
7: EX-99.E Distribution Agreement 7± 30K
8: EX-99.G Custody Agreement 27± 90K
9: EX-99.H(I) Admistration Agreement 8± 31K
10: EX-99.H(II) Transfer Agent Servicing Agreement 8± 31K
11: EX-99.H(III) Fund Accounting 8± 32K
12: EX-99.H(IV) Shareholder Services Agreement 4± 19K
13: EX-99.H(V) Fullfilment Agreement 4± 16K
14: EX-99.I Opinion and Consent of Counsel 1 11K
15: EX-99.L Agreement Relating to Initial Capital 1 8K
16: EX-99.M Rule 12B-1 Plan 8± 35K
17: EX-99.N Rule 18F-3 Plan 3± 14K
18: EX-99.P Code of Ethics 16± 56K
EX-99.D — Advisory Agreement
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of this ____ day of May, 2000 by and between
ALLLIED ASSET ADVISORS FUNDS, a Delaware Business Trust (the "Trust") and ALLIED
ASSET ADVISORS, INC., a Delaware Corporation (the "Advisor"), with respect to
the following recital of fact:
RECITAL
WHEREAS, the Trust is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act") and is authorized to issue shares in separate series with each such
series representing interests in a separate portfolio of securities and other
assets; and
WHEREAS, the Advisor is registered as an investment advisor under the
Investment Advisers Act of 1940, as amended, and is engaged in the business of
acting as an investment advisor; and
WHEREAS, the Trust desires to retain the Advisor to render advice and
services to the Fund (as defined below) pursuant to the terms and provisions of
this Agreement, and the Advisor desires to furnish said advice and services
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. APPOINTMENT OF ADVISOR. The Trust hereby appoints the Advisor to act as
investment advisor for the Dow Jones Islamic Index Fund, a series of the Trust
(the "Fund"). Subject to the direction and control of the Trust's Board of
Trustees, the Advisor shall act as investment advisor for the Fund and shall, in
such capacity, supervise the investment and reinvestment of the cash, securities
or other properties comprising the Fund's assets. The Advisor shall give the
Fund the benefit of its best judgment, efforts and facilities in rendering its
services as investment advisor.
2. DUTIES OF INVESTMENT ADVISOR. In carrying out its obligation under paragraph
1 hereof, the Advisor shall:
(a) act as investment adviser for and supervise and manage the
investment and reinvestment of the Fund's assets and in connection
therewith have complete discretion in purchasing and selling securities
and other assets for the Fund and in voting, exercising consents and
exercising all other rights appertaining to such securities and other
assets on behalf of the Fund;
(b) supervise continuously the investment
program of the Fund and the composition of its investment portfolio;
(c) arrange, subject to the provisions of paragraph 3 hereof, for the
purchase and sale of securities and other assets held in the investment
portfolio of the Fund; and (d) maintain books and records with respect
to the Fund's securities transactions and will render to the Trust's
Board of Trustees such periodic and special reports as they may
request.
3. BROKERAGE. The Advisor shall place all orders for the purchase and sale of
portfolio securities for the account of the Fund with brokers or dealers
selected by the Advisor, although the Fund will pay the actual brokerage
commissions on portfolio transactions in accordance with paragraph 5 hereof.
The Advisor shall consider all factors it deems relevant, including the breadth
of the market in the security, the price of the security, the financial
condition and execution capability of the broker or dealer, and the
reasonableness of the commission, if any (for the specific transaction and on a
continuing basis).
To the extent contemplated by the Trust's registration statement under the 1933
Act, in evaluating the overall terms available, and in selecting the broker or
dealer to execute a particular transaction, the Advisor may also consider the
brokerage and research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) provided to the Fund and/or other accounts
over which the Advisor (or an affiliate of the Advisor) exercises investment
discretion. The Advisor is authorized to pay to a broker or dealer who provides
such brokerage and research services a commission for executing a portfolio
transaction for the Fund which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if, but only
if, the Advisor determines in good faith that such commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of that particular transaction or in terms of
all of the accounts over which investment discretion is so exercised. Consistent
with the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. and subject to seeking the most favorable combination of net price
and execution available, the Advisor may consider sales of shares of the Fund as
a factor in the selection of broker-dealers to execute portfolio transactions
for the Fund.
4. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its obligations
under this Agreement, the Advisor shall at all times conform to:
(a) all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;
(b) the provisions of the Registration Statements of the Trust under
the Securities Act of 1933 and the 1940 Act;
(c) the provisions of the Declaration of Trust of the Trust, as
amended;
(d) the provisions of the By-Laws of the Trust, as amended; and
(e) any other applicable provisions of state and Federal law.
5. EXPENSES. The expenses connected with the Fund shall be allocable between
the Fund and the Advisor as follows:
(a) The Advisor shall furnish, at its expense and without cost to the
Fund, the services of a President, Secretary and one or more Vice
Presidents of the Trust, to the extent that such additional officers
may be required by the Trust for the proper conduct of its affairs.
(b) The Advisor shall further maintain, at its expense and without cost
to the Fund, a trading function in order to carry out its obligations
under subparagraph (d) of paragraph 2 hereof to place orders for the
purchase and sale of portfolio securities for the Fund.
(c) Nothing in subparagraph (a) hereof shall be construed to require
the Advisor to bear:
(i)any of the costs (including applicable office space,
facilities and equipment) of the services of a principal
financial officer of the Trust whose normal duties consist of
maintaining the financial accounts and books and records of
the Fund; including the reviewing of calculations of daily
net asset value and preparing tax returns; or
(ii) any of the costs (including applicable office space,
facilities and equipment) of the services of any of the
personnel operating under the direction of such principal
financial officer. Notwithstanding the obligation of the
Fund to bear the expense of the functions referred to in
clauses (i) and (ii) of this subparagraph (c), the Advisor
may pay the salaries, including any applicable employment or
payroll taxes and other salary costs, of the principal
financial officer and other personnel carrying out such
functions and the Fund shall reimburse the Advisor therefor
upon proper accounting.
(d) All of the ordinary business expenses incurred in the operations of
the Fund and the offering of its shares shall be borne by the Fund
unless specifically provided otherwise in this paragraph 6. These
expenses include but are not limited to brokerage commissions, legal,
auditing, taxes or governmental fees, the cost of preparing share
certificates, custodian, transfer and shareholder service agent costs,
expenses of issue, sale, redemption and repurchase of shares, expenses
of registering and qualifying shares for sale, expenses relating to
trustee and shareholder meetings, the cost of preparing and
distributing reports and notices to shareholders, the fees and other
expenses incurred by the Fund in connection with membership in
investment company organizations and the cost of printing copies of
prospectuses and statements of additional information distributed to
shareholders.
(e) The Advisor may voluntarily absorb certain Fund expenses or waive
the Adviser's own advisory fee. To the extent the Advisor incurs any
costs by assuming expenses, which are obligations of the Fund as set
forth herein, the Fund shall promptly reimburse the Advisor for such
costs and expenses, except to the extent the Advisor has otherwise
agreed to bear such expenses. Subject to approval by the Trust's Board
of Trustees, to the extent the services for which the Fund is obligated
to pay are performed by the Advisor, the Advisor shall be entitled to
recover from the Fund to the extent of the Advisor's actual costs for
providing such services. In determining the Advisor's actual costs,
the Advisor may take into account an allocated portion of the salaries
and overhead of personnel performing such services.
6. COMPENSATION.
(a) For all services rendered by Advisor hereunder, the Fund shall pay
to Advisor and Advisor agrees to accept as full compensation for all
services rendered hereunder, an annual investment advisory fee equal to
0.75 of 1% of the average daily net assets of the Fund. The portion of
the fee based upon the average daily net assets of the Fund shall be
accrued daily at the rate of 1/365th of 0.75 of 1% applied to the daily
net assets of the Fund.
(b) The investment advisory fee shall be accrued daily by the Fund and
paid to the Advisor on the first business day of the succeeding month.
(c) The initial fee under this Agreement shall be payable on the first
business day of the first month following the effective date of this
Agreement and shall be prorated as set forth below. If this Agreement
is terminated prior to the end of any month, the fee to the Advisor
shall be prorated for the portion of any month in which this Agreement
is in effect which is not a complete month according to the proportion
which the number of calendar days in the month during which the
Agreement is in effect bears to the number of calendar days in the
month, and shall be payable within ten days after the date of
termination.
(d) The fee payable to the Advisor under this Agreement will be reduced
to the extent of any receivable owed by the Advisor to the Fund and as
required under any expense limitation applicable to the Fund.
(e) The Advisor voluntarily may reduce any portion of the compensation
or reimbursement of expenses due to it pursuant to this Agreement and
may agree to make payments to limit the expenses that are the
responsibility of the Fund under this Agreement. Any such reduction or
payment shall be applicable only to such specific reduction or payment
and shall not constitute an agreement to reduce any future compensation
or reimbursement due to the Advisor hereunder or to continue future
payments. Any such reduction will be agreed to prior to accrual of
the related expense or fee and will be estimated daily and reconciled
and paid on a monthly basis.
(f) The Advisor may agree not to require payment of any portion of the
compensation or reimbursement of expenses otherwise due to it pursuant
to this Agreement. Any such agreement shall be applicable only with
respect to the specific items covered thereby and shall not constitute
an agreement not to require payment of any future compensation or
reimbursement due to the Advisor hereunder.
7. INDEPENDENT CONTRACTOR/NON-EXCLUSIVITY. The Advisor shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Fund or the Trust in any way or otherwise be deemed an agent of the Fund or the
Trust. However, it is understood and agreed that officers or directors of the
Advisor may serve as officers or trustees of the Trust, and that officers and
trustees of the Trust may serve as officers or directors of the Advisor to the
extent permitted by law; and that the officers and directors of the Advisor are
not prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers or directors
of any other firm or corporation, including other investment companies. The
services of the Advisor to the Fund are not to be deemed to be exclusive, and
the Advisor shall be free to render investment advisory and corporate
administrative or other services to others (including other investment
companies) and to engage in other activities.
8. TERM AND APPROVAL. This Agreement shall become effective at the close of
business on the date set forth above (the "Effective Date") and shall, unless
terminated as hereinafter provided, continue in force and effect for two years
from the Effective Date and from year to year thereafter, provided that such
continuance is specifically approved at least annually:
(a) (i) by the Trustees or (ii) by the vote of a majority of the
outstanding voting securities of the Fund (as defined in Section 2 (a)
(42) of the 1940 Act), and
(b) by the affirmative vote of a majority of the Trustees who are not
parties to this Agreement or interested persons of a party to this
Agreement (other than as Trustees), by votes cast in person at a
meeting specifically called for such purpose.
9. TERMINATION. This Agreement may be terminated at any time, without the
payment of any penalty, by vote of the Trustees or by vote of a majority of the
Fund's outstanding voting securities, or by the Advisor on sixty days' written
notice to the other party. The notice provided for herein may be waived by
either party. This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" for this purpose having the meaning defined
in Section 2(a)(4) of the 1940 Act.
10. LIABILITY OF ADVISOR AND INDEMNIFICATION. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations or
duties hereunder on the part of the Advisor or any of its officers, directors or
employees, it shall not be subject to liability to the Fund or to any
shareholder of the Fund for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may, from time to
time, be sustained in the purchase, holding or sale of any security.
11. LIABILITY OF TRUST. The obligations of the Trust hereunder shall not be
binding upon any of the trustees, shareholders, nominees, officers, agents or
employees of the Trust, personally, but shall bind only the assets and property
of the Trust as provided in the Declaration of Trust of the Trust.
12. NOTICES. Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Trust and that of the
Advisor shall be 745 McClintock Drive, Suite 114, Burr Ridge, Illinois, 60521.
13. QUESTIONS OF INTERPRETATION. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the Act and to interpretations thereof, if any, by the United
States Courts or in the absence of any controlling decision of any such court,
by rules, regulations or orders of the Securities and Exchange Commission issued
pursuant to said Act. In addition, where the effect of a requirement of the
1940 Act reflected in any provision of this Agreement is released by rules,
regulation or order of the Securities and Exchange Commission, such provision
shall be deemed to incorporate the effect of such rule, regulation and order.
14. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Advisor hereby agrees that all records which it maintains for
the Trust are the property of the Trust and further agrees to surrender promptly
to the Trust any such records upon the Trust's request. The Adviser further
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
the records required to be maintained by Rule 31a-1 under the 1940 Act.
15. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought. Any amendment of this Agreement shall by subject to
the 1940 Act.
16. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Illinois for contracts to be performed entirely therein
without reference to choice of law principles thereof and in accordance with the
applicable provisions of the 1940 Act.
17. MISCELLANEOUS. 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 or effect. 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. This
Agreement shall be binding on, and shall inure to the benefit of the parities
hereto and their respective successors.
18. COUNTERPARTS. This Agreement may be executed in counterparts by the parties
hereto, each of which shall constitute an original counterpart, and all of
which, together, shall constitute one Agreement.
IT WITNESS WEHREOF, the parties have caused this Agreement to be executed by
their respective officers on the day and the year first above written.
ALLIED ASSET ADVISORS FUNDS ALLIED ASSET ADVISORS, INC.
By: ____________________________ By:_____________________________
Name: __________________________ Name: __________________________
Title:__________________________ Title: _________________________
Attest:_________________________ Attest: ________________________
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