Amana Mutual Funds Trust
PART B
STATEMENT OF ADDITIONAL INFORMATION
Amana Mutual Funds Trust |
Income Fund |
Growth Fund |
Developing World Fund |
Participation Fund |
Investor |
(AMANX) |
Investor |
(AMAGX) |
Investor |
(AMDWX) |
Investor |
(AMAPX) |
Institutional |
(AMINX) |
Institutional |
(AMIGX) |
Institutional |
(AMIDX) |
Institutional |
(AMIPX) |
Statement of Additional Information
September 30, 2022
1300 N. State
Street
Bellingham, Washington 98225
360-734-9900
888-732-6262
This Statement of
Additional Information is not a Prospectus or Summary Prospectus. It provides
additional information concerning the Trust, the Income Fund, the Growth Fund,
the Developing World Fund, and the Participation Fund that is not included in
the Prospectus or Summary Prospectuses. It should be read in conjunction with
the Prospectus or Summary Prospectuses.
The audited financial
statements and Report of Independent Registered Public Accounting Firm in the
Funds' Annual Report to Shareowners, for the fiscal year ended May 31, 2022, and
the Funds' Semi-Annual Report dated November 30, 2021, are incorporated by
reference and made part of this Statement of Additional Information.
You may obtain a Prospectus
or Summary Prospectus dated September 30, 2022, and shareowner Annual and
Semi-Annual reports without charge by writing to the address shown above,
calling toll-free to the number shown above, and at
www.amanafunds.com.
TABLE OF CONTENTS:
TRUST HISTORY
Amana Mutual Funds Trust (the
"Trust") was organized as a Delaware Statutory Trust on March 11, 2013, and is
the successor to Amana Mutual Funds Trust, an Indiana Business Trust organized
on July 26, 1984, pursuant to a reorganization on July 19, 2013. Each Fund is a
series of the Trust and the successor to the corresponding series of the prior
Trust. The Income Fund commenced operations on June 23, 1986. The Growth Fund
began operations on February 3, 1994. The Developing World Fund began operations
on September 28, 2009. Institutional Shares of the Income, Growth, and
Developing World Fund were first offered on September 25, 2013. The
Participation Fund, including its Investor and Institutional Shares, began
operations September 28, 2015.
FUND DESCRIPTIONS, INVESTMENTS, AND
RISKS
Classification
Amana Mutual Funds Trust is
designed to meet the needs of various investors, and the particular needs of
Muslims, by investing in accordance with Islamic principles. The Trust is open
to any investor.
Each Fund is technically known
as an "open-end diversified management investment company." The Trust is a
"series trust" that presently offers four separate funds for investors: Income
Fund, Growth Fund, Developing World Fund, and Participation Fund.
Investment Strategies and Risks
The Prospectus describes the
principal investment strategies and risks of those strategies.
The Funds pursue these
investment strategies by purchasing equity and sukuk securities. While the Funds
may purchase preferred stocks and engage in covered option writing, they
currently do not do so.
In accordance with Islamic
principles, the Funds shall not purchase conventional bonds, debentures, or
other interest-paying obligations of indebtedness.
The Funds may use
income-producing investments to the extent the Board of Trustees and Saturna's
Islamic consultants agree that those investments are consistent with Islamic
principles. Short-term investments are securities that mature or have a
remaining maturity of 12 months or less from the date of purchase. Most ordinary
mutual funds use a variety of interest-paying investments for short-term needs.
Because the Funds may not receive interest from their investments, the Funds
cannot use them. A limited amount of Islamic investments that do not pay
interest are available. The Funds may invest in them when such opportunities are
suitable for the Funds.
Saturna Capital Corporation,
the Funds' investment adviser (the "adviser") selects investments that to its
knowledge do not violate the requirements of the Islamic faith at the time of
investment. To ensure that investments meet the requirements of the Islamic
faith, the adviser engages Amanie Advisors Sdn Bhd, a leading consultant
specializing in Islamic finance.
The Funds may participate in
the ReFlow, LLC ("ReFlow") liquidity program, which is designed to provide a
liquidity source for mutual funds experiencing net redemptions
2
of their shares. In order to
pay cash to shareowners who redeem their shares on a given day, a Fund typically
must hold cash in its portfolio or liquidate portfolio securities, which imposes
certain costs on a Fund. ReFlow provides participating mutual funds with another
source of cash by standing ready to purchase shares from a Fund equal to the
amount of the Fund's net redemptions on a given day. In return for this service,
the Fund will pay a fee to ReFlow at a rate determined by a daily "Dutch
auction" with other participating mutual funds seeking liquidity that day. The
costs to a Fund for participating in ReFlow are expected to be influenced by and
comparable to the cost of other sources of liquidity, such as the costs of
selling portfolio securities to meet redemptions.
ReFlow's purchases of Fund
shares through the liquidity program are made on an investment-blind basis
without regard to the Fund's objective, policies, or anticipated performance. In
accordance with federal securities laws, ReFlow is prohibited from acquiring
more than 3% of the outstanding voting securities of a Fund. While ReFlow holds
Fund shares, it will have the same rights and privileges with respect to those
shares as any other shareowner. ReFlow will periodically redeem its entire share
position in the Fund (when the Fund experiences net sales, at the end of a
maximum holding period determined by ReFlow (currently 14 days) or at other
times at ReFlow's discretion) and request that such redemption be met in kind in
accordance with the Fund's in-kind redemption policies described under
Purchase and Sale of Fund Shares in the Prospectus. Investments in a
Fund by ReFlow in connection with the ReFlow liquidity program are not subject
to the Funds' Frequent Trading Policy.
Fund Policies
The objectives of the Income Fund are current income and preservation
of capital, consistent with Islamic principles; current income is its primary
objective. The objective of the Growth
Fund is long-term capital growth, consistent with Islamic principles.
The objective of the Developing World
Fund is long-term capital growth, consistent with Islamic principles.
The objectives of the Participation Fund
are capital preservation and current income, consistent with Islamic principles;
capital preservation is its primary objective. In addition to the following
fundamental policies, the trustees have instructed that investments not be made
in preferred stocks and that the Funds should favor no-debt and low-debt
companies. In accordance with Islamic principles, the Funds shall not make any
investments that pay interest. These investment objectives, and the policies
that follow, are fundamental policies and cannot be changed without approval by
vote of a majority of the outstanding shares of the Fund. Other restrictions in
the form of operating policies are subject to change by the Trust's Board
without shareowner approval.
Senior
Securities. Each Fund shall not issue senior securities.
Borrowing.
Each Fund shall not borrow money, except for emergency purposes, including
facilitation of heavy redemption requests, and then only in amounts not
exceeding 10% of the then net liquidating value of the Fund's assets. The Trust
is authorized to mortgage or pledge assets of a Fund to the extent necessary to
secure such temporary borrowings.
Underwriting.
Each Fund shall not act as an underwriter of another issuer's securities, except
to the extent that the Fund may be deemed to be an underwriter within the
meaning of the Securities Act of 1933 (the 1933 Act), in connection with the
purchase and sale of portfolio securities.
Industry
Concentration. Each Fund, other than the Participation Fund, shall
not concentrate its investments in any particular industry, and no investment
shall be made if such investment at the time made would cause more than
twenty-five percent of the total assets of the Fund, taken at market value or
fair value as determined by the Trustees, to be invested in securities of
issuers in any one industry. This restriction does not apply to the
Participation Fund.
Real Estate and
Commodities. Each Fund shall not engage in the purchase or sale of
real estate, commodities, or commodity contracts except as may be acquired by
the Fund in connection with a merger, consolidation, reorganization, or in
satisfaction of a debt.
Loans.
Each Fund shall not make loans, except that a Fund may, subject to applicable
restrictions imposed by law, make loans of portfolio securities to brokers or
dealers in corporate or governmental securities, banks, or other recognized
institutional borrowers of securities against no less than 100% cash or
equivalent collateral if immediately thereafter the aggregate market value of
securities loaned shall not exceed 33% of the market value of its total
assets.
Diversification.
With respect to 75% of its total assets, each Fund, other than the Participation
Fund, shall not: (1) purchase more than 10% of the outstanding voting securities
of any one issuer; or (2) purchase securities of any issuer if, as a result,
more than 5% of the Fund's total assets would be invested in that issuer's
securities. This limitation does not apply to obligations of the US government
or its
3
agencies or instrumentalities.
This restriction does not apply to the Participation Fund.
Options.
Each Fund shall not purchase or sell options, except that a Fund may sell
covered call options and purchase call options for the purpose of terminating
call options previously sold.
Short
Sales. Each Fund shall not make short sales of securities or
maintain a short position, unless at all times when a short position is open,
the Fund owns an equal amount of such securities or owns securities which,
without the payment of any further consideration, are convertible into or
exchangeable for securities of the same issue as, and equal in amount to, the
securities sold short.
Temporary Defensive Position
The Funds may use short-term
income-producing investments to the extent the Board of Trustees and Saturna's
Islamic consultants agree that those investments are consistent with Islamic
principles. Short-term investments that meet Islamic and mutual fund
requirements are currently limited in the United States. Accordingly, assets are
primarily held in cash at the custodian when the adviser implements a defensive
position.
Cayman Islands Subsidiary
The Participation Fund will
invest in a wholly-owned subsidiary organized under the laws of the Cayman
Islands (the "Subsidiary"), the registered offices of which is located at
Solomon Harris, 53 Market Street, Unit 3211, Camana Bay, PO Box 1990, Grand
Cayman KY1-1104, Cayman Islands. The Fund will be the sole shareholder of the
Subsidiary, and does not expect shares of the Subsidiary to be offered or sold
to other investors. The Fund's investment in the Subsidiary may not exceed 25%
of the value of its total assets (ignoring any subsequent market appreciation in
the Subsidiary's value), which limitation is imposed by the Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code"), and is measured at the
end of each quarter of its taxable year.
To the extent applicable, the
Subsidiary otherwise is subject to the same fundamental and non-fundamental
investment restrictions as the Participation Fund and, in particular, to the
same requirements relating to liquidity, and the timing and method of valuation
of portfolio investments and Fund shares. (Accordingly, references in this SAI
to the Participation Fund may also include the Subsidiary.) By investing in the
Subsidiary, the Fund may be considered to be investing indirectly in the same
investments as the subsidiary and is indirectly exposed to the risks associated
with those investments.
The Subsidiary is not
registered with the SEC as an investment company under the 1940 Act and is not
subject to the investor protections of the 1940 Act. As an investor in the
Subsidiary, the Fund will not have the same protections offered to shareholders
of registered investment companies. However, because the Subsidiary is
wholly-owned and controlled by the Fund and the Fund is managed by Saturna
Capital Corporation, it is unlikely that the Subsidiary will take action in any
manner contrary to the interest of the Fund or its shareholders. Because the
Subsidiary has the same investment objective and, to the extent applicable, will
comply with the same investment policies as the Fund, Saturna Capital
Corporation manages the Subsidiary's portfolio in a manner similar to that of
the Fund.
The Subsidiary has a board of
directors that oversees its activities. The Subsidiary has entered into a
separate investment advisory agreement with Saturna Capital Corporation and the
Participation Fund pays Saturna a fee for its services. The Subsidiary also has
entered into agreements with the Fund's service providers for the provision of
administrative, accounting, transfer agency, and custody services.
The Fund and the Subsidiary may
not be able to operate as described in the Prospectus and this SAI in the event
of changes to the laws of the United States or the Cayman Islands. If the laws
of the Cayman Islands required the Subsidiary to pay taxes to a governmental
authority, the Fund would be likely to suffer decreased returns.
Portfolio Turnover
The Trust places no formal
restrictions on portfolio turnover and will buy or sell investments according to
the adviser's appraisal of the factors affecting the market and the economy.
Excessive portfolio turnover may be considered gambling by Islamic investors.
The portfolio turnover rates for the most recent three fiscal years ended May
31, were:
Portfolio
Turnover |
2022 |
2021 |
2020 |
Income Fund |
5% |
5% |
0% |
Growth Fund |
7% |
5% |
0%A |
Developing World Fund |
30% |
3% |
9% |
Participation Fund |
15% |
19% |
34% |
AAmount is less
than 0.5%
The Trustees have adopted a
policy that seeks to minimize potential current income taxes paid by
shareowners, which
4
includes: (1) infrequent
trading, (2) offsetting capital gains with losses, and (3) selling highest-cost
tax-lots first.
Disclosure of Portfolio Holdings
The Amana Mutual Funds Trust
has adopted a portfolio holdings disclosure policy governing the disclosure of
the Funds' portfolio holdings. In accordance with this policy, the Funds may
provide portfolio holdings information to third parties no earlier than the time
a report is filed with the SEC that is required to contain such information or
one day after the information is posted on the Funds' publicly accessible
website, www.amanafunds.com. A list of portfolio holdings is generally made
available on the Funds' website within ten business days after each month-end.
Additionally, the Funds publish on the website a list of their top ten holdings
as of the end of each calendar quarter, within ten business days after the end
of the quarter for which the information is current.
The Funds may disclose
portfolio holdings information that has not been included in a filing with the
SEC or posted on the Funds' website (i.e., non-public portfolio holdings
information) only if there is a legitimate business purpose for doing so and if
the recipient is required, either by explicit agreement or by virtue of the
recipient's duties to the Funds as an agent or service provider, to maintain the
confidentiality of the information and to not use the information in an improper
manner (e.g., personal trading). The Funds may disclose on an ongoing basis such
non-public portfolio holdings information in the normal course of their
investment and administrative operations to various service providers, including
the adviser, independent registered public accounting firm, custodian, financial
printer, and to the legal counsel for the Funds' trustees. The adviser may
disclose daily non-public portfolio holdings information on a next-day basis to
service providers to enable the adviser to perform statistical analysis using
those service providers' systems and software programs. The adviser may also
provide certain non-public portfolio holdings information to broker-dealers from
time to time in connection with the purchase or sale of securities. In providing
this information, reasonable precautions are taken in an effort to avoid
potential misuse of the disclosed information, including limitations on the
scope of the portfolio holdings information disclosed, when appropriate.
Non-public portfolio holdings
information may be provided to other persons if approved by the adviser's
president or designee upon a determination that there is a legitimate business
purpose for doing so, the disclosure is consistent with the interests of the
Funds, and the recipient is obligated to maintain the confidentiality of the
information and not misuse it.
Neither the adviser, the Funds,
nor any affiliated or non-affiliated party shall receive any compensation or
other consideration in connection with the disclosure of portfolio holdings.
In view of these Fund policies,
it is unlikely that a conflict of interest between the interests of the Funds,
the adviser, or any affiliated person of the Funds may arise. However, should
the adviser's president become aware that a potential conflict of interest may
exist in connection with authorized portfolio disclosures, she will promptly
consult with the chairman of the Trust's Board of Trustees with regard to action
to be taken. For further information about conflicts of interest, see the
Portfolio Managers section beginning on page 19.
Proxy Voting Policies
The proxy voting guidelines
summarize Saturna Capital Corporation's positions and give a general indication
of how portfolio securities held in advisory accounts, such as the Funds, will
be voted.
The guidelines are not
exhaustive and do not include all potential voting issues. Because proxy issues
and the circumstances of individual companies are varied, there may be instances
when the adviser may not vote in strict adherence to these guidelines. We will
evaluate the merits and intentions of all proposals, and will typically vote in
favor of those proposals we determine to be constructive to the company, to the
environment in which it operates, and to the best interest of its shareholders.
We will typically oppose proposals we deem to be immaterial, nuisance proposals,
or proposals that would entail significant costs in compliance with little
associated benefit.
Regardless of the
circumstances, the adviser will always attempt to vote in accordance with the
Funds' specific investment objectives and policies, which in the case of the
Amana Mutual Funds, includes careful examination of environmental, social, and
governance issues.
Saturna Capital Corporation's
investment professionals, as part of their ongoing review and analysis of all
portfolio holdings, are responsible for monitoring significant corporate
developments, including proxy proposals submitted to shareowners. The research
analyst assigned to the sector in which an issue falls is responsible for voting
the associated proxies.
5
These guidelines are reviewed
and approved annually by the Trustees. The research analyst will refer all
issues where there could be a conflict of interest (e.g., a familial or business
relationship with a company or management) or uncertainty regarding the merits
of any management or shareholder proposal to Saturna's Proxy Committee for
discussion and adjudication. The Proxy Committee consists of the Chief
Investment Officer, President, and Chief Legal Officer of Saturna Capital
Corporation, as well as other relevant investment professionals who may
participate from time to time.
Disclosure of the proxy voting
record is a responsibility of the Trust's secretary. The Funds' voting record is
filed on Form N-PX for each 12-month period ending June 30 and is available (1)
without charge, upon request, by calling Saturna Capital Corporation toll-free
at 1-800-728-8762; (2) on the Saturna website; and (3) on the SEC's website at
www.sec.gov.
CORPORATE GOVERNANCE
We will generally vote
FOR:
- Proposals requesting disclosure of the company's political contributions
and policies governing political contributions.
- Proposals requesting disclosure of the company's lobbying expenditures and
policies governing lobbying expenditures.
- Proposals requesting disclosure of the company's participation in drafting
and/or supporting legislation (including the names of partnering
organizations, if applicable).
- Management's recommendation for ratification of the auditor, except in the
case where non-audit fees represent more than 30% of the total fees paid in
the previous year.
Corporate
Transactions
We will generally vote
AGAINST:
- Authorization to transact other, unidentified, substantive business at the
meeting.
We will vote CASE BY
CASE on:
- Mergers and acquisitions, leveraged buyouts, spin-offs, re-incorporations,
tax inversions, liquidations, and asset sales with regard to the impact on
existing shareholders' and community stakeholders' interests.
- Proposals to amend a company's charter or by-laws.
Director
Elections
We will generally vote
FOR:
- Proposals that require a majority of independent Directors.
- Proposals to separate the Chief Executive Officer and Chairman of the
Board positions.
- Proposals seeking to increase the independence and diversity of board
nominating, audit, and compensation committees.
- Establishment of reasonable retirement age for Directors.
- Proposals that require Directors to own a minimum number of shares in the
company.
We will generally vote
AGAINST:
- Directors who have attended less than 75% of Board meetings.
- Management proposals that give management the ability to alter the size of
the board without shareholder approval.
- Efforts to classify the board or eliminate cumulative voting.
- The election of Directors who serve on the compensation committee who also
serve as CEO of any public company.
- Proposals to elect directors on a staggered schedule.
We will vote CASE BY
CASE on:
- Individual Directors, committee members, or on the entire board.
- Directors who are incumbent members of the nominating committee if the
board, in our judgment, lacks diversity.
Takeover
Defenses
We will generally vote
FOR:
- The elimination of dual class stock with unequal voting rights.
- Proposals to put poison pills to a shareholder vote.
We will generally vote
AGAINST:
- Proposals to introduce dual-class shareholding structures or non-voting
share classes.
- Proposals to adopt anti-takeover defenses.
6
Capital
Structure
We will generally vote
FOR:
- Proposals to effect stock splits.
- Proposals authorizing share repurchase programs.
We will vote CASE BY
CASE on:
- Proposals to increase common stock.
Compensation
We will generally vote
FOR:
- Proposals to allow shareholders to vote on executive compensation.
- Compensation programs that relate executive compensation to a company's
long-term performance.
- Stock option plans unless they could result in significant dilution or
have other provisions clearly not in the interest of existing shareholders.
We will vote CASE BY
CASE on:
- Executive and director compensation. We generally favor capital-related
Key Performance Indicators (return on capital expenditure (ROCE); return on
invested capital (ROIC); economic value added (EVA)) rather than
accounting-related indicators (sales; earnings per share (EPS); and earnings
before interest, taxes, depreciation, and amortization (EBITDA)).
ENVIRONMENT
We expect companies to be
mindful of their environmental record and impact. We will vote in favor of
proposals requesting that companies adopt the Ceres principles, and in favor of
requests for corporate social responsibility or sustainability reports detailing
a company's environmental practices.
We will also generally vote in
favor of any proposal that requests disclosure and/or improvement relating to
the company's approach to:
- Addressing climate change.
- Reducing waste.
- Reducing greenhouse gas emissions.
- Reducing other toxic emissions.
- Taking responsibility for toxic cleanup.
- Mitigating water-related risks.
- Mitigating negative impact on biodiversity in the communities in which the
company operates.
- The use of harmful pesticides, antibiotics, genetically engineered
organisms, and other chemicals in food production.
- Health and environmental hazards the company's operations present to the
communities in which it operates.
- Sustainable business operations.
SOCIAL RESPONSIBILITY
We will generally vote for any
proposals that request disclosure and/or improvement relating to the company's
approach to:
- The representation of women and minorities in the workplace.
- Equal employment opportunities and/or nondiscrimination policies.
- Workplace codes of conduct, particularly practices related to employee
health and safety.
- Product-related safety issues, including product quality and recalls.
- Animal welfare.
7
MANAGEMENT OF THE TRUST
Board of Trustees
A Board of five Trustees
oversees the Trust: M. Yaqub Mirza, Miles K. Davis, Ronald H. Fielding, Firas J.
Al-Barzinji, and Nicholas F. Kaiser. The Trustees establish policies as well as
review and approve contracts and their continuance. The Trustees also elect the
officers, authorize the payment of any dividend or capital gain distribution,
and serve on committees of the Trust. Trustees serve for the lifetime of the
Trust or until reaching the mandatory retirement age, death, resignation,
removal, or non re-election by the shareowners. The Trustees annually appoint
officers for one-year terms.
Management Information
Starting with the Independent
Trustees, the Trustees and officers are listed in the following tables.
Name (age) and address |
Position(s)
held with Trust and length of time served |
Principal
occupation(s) during past 5 years |
Number
of portfolios in Saturna fund complex overseen by Trustee |
Other
directorships held by Trustee |
INDEPENDENT
TRUSTEES |
(photo
omitted) |
M.
Yaqub Mirza, PhD1 1300 N. State
Street Bellingham, WA 98225 Age: 75 |
Independent
Chairman (since 2014); Vice Chairman, Independent Trustee (2009 to
2014); Independent Trustee (1987 to 2003); Chairman (2000 to
2003); Audit and Compliance Committee; Governance, Compensation and
Nominations Committee |
CEO, Sterling
Management Group, Inc. (management services) |
Four |
None |
(photo
omitted) |
Miles
K. Davis, PhD2 1300 N. State Street Bellingham,
WA 98225 Age: 63 |
Independent
Trustee (since 2008); Audit and Compliance Committee |
President,
Linfield University Former Dean and George Edward Durell
Chair of Management, Harry F. Byrd, Jr. School of Business, Shenandoah
University; Former Associate Professor of Management/Director
of the Institute for Entrepreneurship, Shenandoah University |
Four |
None |
(photo
omitted) |
Ronald
H. Fielding, MA, MBA, CFA 1300 N. State Street Bellingham,
WA 98225 Age: 73 |
Independent
Trustee (since 2012); Audit and Compliance Committee (Chairman,
Financial Expert) |
Director,
ICI Mutual Insurance Company |
Thirteen |
Saturna
Investment Trust |
(photo omitted) |
Firas J. Al-Barzinji, JD,
MBA 1300 N. State Street Bellingham, WA 98225 Age: 39 |
Independent Trustee (since 2022) |
General Counsel, Sterling Management
Group, Inc. (management services); Director and Chief Compliance Officer
of Sterling Advisory Services, Inc. |
Four |
None |
INTERESTED TRUSTEE |
(photo
omitted) |
Nicholas
F. Kaiser, MBA3,5 1300 N. State
Street Bellingham, WA 98225 Age: 76 |
President,
Trustee (since 1989); Governance, Compensation and Nominations
Committee |
Chairman
and Director, Saturna Capital Corporation (the Trust's investment
adviser); Chairman and Director, Saturna Trust Company; (former)
President, Saturna Trust Company |
Four |
None |
8
Name (age) and address |
Position(s)
held with Trust and length of time served |
Principal
occupation(s) during past 5 years |
OFFICERS WHO ARE
NOT TRUSTEES |
(photo
omitted) |
Jane
K. Carten, MBA4,5 1300 N. State
Street Bellingham, WA 98225 Age: 47 |
Vice
President (since 2012) |
President,
Chief Executive Officer, and Director, Saturna Capital Corporation;
President and Director, Saturna Brokerage Services; Vice President and
Director, Saturna Trust Company |
(photo
omitted) |
Christopher
R. Fankhauser4 1300 N. State Street Bellingham,
WA 98225 Age: 50 |
Treasurer (since
2002) |
Chief
Operations Officer and Director, Saturna Capital Corporation; Vice
President and Chief Operations Officer, Saturna Brokerage Services;Vice
President, Director, and Chief Operations Officer, Saturna Trust
Company |
(photo
omitted) |
Michael
E. Lewis4 1300 N. State Street Bellingham, WA
98225 Age: 61 |
Chief
Compliance Officer (since 2012) |
Chief
Compliance Officer, Saturna Capital Corporation, Saturna Trust Company,
and affiliated funds |
(photo
omitted) |
Jacob
A. Stewart4 1300 N. State Street Bellingham, WA
98225 Age: 41 |
Anti-Money
Laundering Officer (since 2015) |
Anti-Money
Laundering Officer, Saturna Capital Corporation, Saturna Brokerage
Services; Chief Compliance Officer, Saturna Brokerage Services; Bank
Secrecy Act Officer, Saturna Trust Company |
(photo
omitted) |
Elliot
S. Cohen4 1300 N. State Street Bellingham, WA
98225 Age: 58 |
Secretary (since
2022) |
Chief
Legal Officer, Saturna Capital Corporation; Former Associate General
Counsel for Russell Investments |
As of December 31, 2021, no
Independent Trustee (or any of his immediate family members) owned beneficially
or of record securities of the adviser or the Trust's principal underwriter, or
any person (other than a registered investment company) directly or indirectly,
controlling, controlled by, or under common control with the adviser or
principal underwriter.
1 Dr. Mirza is
the President and CEO, and Mr. Al-Barzinji is Director and Chief Compliance
Officer, of Sterling Advisory Services, Inc., the investment adviser to two
private investment funds that are sub-advised by Saturna Capital Corporation,
and which pay an investment sub-advisory fee to Saturna Capital
Corporation.
2 Saturna
Capital Corporation has committed to make a charitable donation to the School of
Business at Linfield University to support education programming in sustainable
investing. Saturna Capital has committed to make a donation of $125,000 over
five years, in the amount of $25,000 a year, beginning on September 30, 2021.
Dr. Miles Davis serves as President of Linfield University.
3 Mr. Kaiser is
an "interested person" of the Trust as an employee of the adviser.
4 Mrs. Carten,
Mr. Fankhauser, Mr. Lewis, Mr. Stewart, and Mr. Cohen are "interested persons"
of the Trust as employees of the adviser. Mr. Fankhauser, Mr. Lewis, Mr.
Stewart, and Mr. Cohen hold the same positions with Saturna Investment Trust,
which has nine fund portfolios and is also managed by Saturna Capital
Corporation.
5 Mrs. Carten is
Mr. Kaiser's daughter.
9
Management Ownership Information (as of December 31,
2021) |
Trustee/Officer |
Dollar
range of equity securities in Funds of Saturna fund complex |
Aggregate
dollar range of equity securities in all Registered Investment Companies
overseen by Trustee/Officer in Saturna fund complex |
M.
Yaqub Mirza |
Amana
Income Investor Shares: over $100,000 Amana
Income Institutional Shares: over $100,000 Amana
Growth Institutional Shares: over $100,000 Amana
Developing World Investor Shares: $10,001-$50,000
|
Over
$100,000 |
Miles
K. Davis |
Amana
Income Investor Shares: $10,001-$50,000 Amana
Income Institutional Shares: $10,001-$50,000 Amana
Growth Investor Shares: $10,001-$50,000 Amana
Growth Institutional Shares: $10,001-$50,000 Amana
Developing World Investor Shares: $10,001-$50,000 |
$50,001-$100,000 |
Ronald
H. Fielding |
Amana
Income Institutional Shares: over $100,000 Amana
Growth Institutional Shares: over $100,000 Sextant
International Z Shares: over $100,000 Sextant Global
High Income: over $100,000 |
Over
$100,000 |
Firas
J. Al-Barzinji |
Amana
Income Investor Shares: $50,001-$100,000 Amana
Growth Investor Shares: over $100,000 Amana Developing
World Investor Shares: $10,001-$50,000
|
Over
$100,000 |
Nicholas
F. Kaiser |
Amana
Income Institutional Shares: over $100,000 Amana
Growth Institutional Shares: over $100,000 Amana
Developing World Institutional Shares: over
$100,000 Amana Participation Institutional Shares:
over $100,000 Sextant Growth Z Shares: over
$100,000 Sextant International Z Shares: over
$100,000 Sextant Core: over
$100,000 Sextant Global High Income: over
$100,000 Sextant Short-Term Bond: over
$100,000 Sextant Bond Income: over
$100,000 Saturna Sustainable Bond: over
$100,000 Saturna Sustainable Equity: over
$100,000 Idaho Tax-Exempt: over $100,000 |
Over
$100,000 |
10
Leadership Structure and Board of
Trustees
As part of its annual
governance assessment, the Board reviews the collective and individual
experience, qualifications, attributes, and skills of the Trustees. Attributes
common to all Trustees are strong educational backgrounds, lifetimes of
experience in business and finance, and the ability to effectively request,
evaluate, and discuss information about Amana with the adviser and other service
providers to the Trust. The chairman of the Board and all other Trustees (except
Mr. Kaiser) are independent of the adviser or other service providers, and
fulfill the legal definition of Disinterested Trustee. They reside in diverse
communities across the continent, and all have lived outside the United States.
The Board has concluded that
its current leadership structure, in which the chairman of the Board is an
Independent Trustee and not affiliated with the adviser, is appropriate and in
the best interest of shareowners. In light of the services provided to the Trust
daily by the adviser and the responsibilities of the adviser to the Trust, the
Board believes it appropriate and in the best interest of shareowners to have a
separate President who is an active adviser employee. In making the
determination that each Trustee is qualified to serve, the Board considers a
variety of criteria, including actual service, commitment, and participation of
each Trustee during his tenure with the Trust. In addition to the information
set forth in the Trustees table above and other relevant qualifications, the
following are additional important qualifications of each Trustee:
M. Yaqub
Mirza, PhD, returned to the position of the Trust's independent
chairman in 2014. He suggested the concept of a US Islamic equity mutual fund in
1984. He is a founding member of the Board of Trustees and served from 1987
through 2003 as an independent Trustee, and as chairman of the Board from 2000
until 2003. He is the CEO of Sterling Management Group, Inc. (Herndon, VA), a
consulting, venture capital, business management, and real estate investment
firm. Dr. Mirza has served on the boards of public and private corporations, and
has been actively involved with agro-industrial and technology businesses in
several countries. He serves as a leader of numerous charities, and lectures on
both entrepreneurialism and philanthropy. Dr. Mirza's degrees include a master's
degree in science from the University of Karachi and a doctorate in physics from
the University of Texas at Dallas. The Board feels Dr. Mirza's long service to
the Trust, community organizations, considerable board experience, financial
business background, and leadership make him an excellent board member.
Firas J.
Al-Barzinji, JD, MBA, was added to the Board of Trustees in 2022. He is
a Virginia licensed attorney and serves as General Counsel to Sterling
Management Group, Inc. (Herndon, VA), a consulting, venture capital, business
management, and real estate investment firm. Mr. Barzinji serves on the boards
of several private companies and has worked in private equity since 2012. His
main focus has been in agro-industrial and technology investments. Mr. Barzinji
also serves multiple charitable institutions through board or committee
membership. Mr. Barzinji's degrees include a bachelor's degree in English from
Virginia Tech, a juris doctor from the George Mason University School of Law and
a master's degree in business administration from the University of Virginia
Darden School of Business. The Board feels Mr. Barzinji's legal experience,
financial business background, volunteer service and board leadership make him
an excellent board member.
Miles K.
Davis, PhD, is President of Linfield Univeristy (McMinnville, OR). Dr.
Davis is active in the microfinance movement, and lectures regularly in the US,
Africa, and Europe. An authority on entrepreneurship, his work focuses on the
areas of integrity, values, and principles within the business world. He is a
former Dean and George Edward Durell Chair of Management, Harry F. Byrd, Jr.
School of Business at Shenandoah University (Winchester, VA). Dr. Davis earned a
bachelor's degree in communications from Duquesne University, a master's degree
in human resource development from Bowie State University, and a doctorate in
organizational behavior and management from The George Washington University.
The Board feels Dr. Davis' proven academic leadership skills, financial
background, and experience make him an excellent board member.
Ronald H.
Fielding, MA, MBA, CFA, has worked in the mutual fund industry as a
portfolio manager, owner, and senior officer of mutual fund advisers for over 35
years. He has served on the board of Investment Company Institute Mutual
Insurance for over 20 years. He has taught courses in finance and economics, and
serves on philanthropic and educational institution boards. Mr. Fielding has a
bachelor's degree in liberal arts from St. John's College, plus master's degrees
in economics and business from the University of Rochester. The Board feels Mr.
Fielding's demonstrated mutual fund industry experience and background, and his
volunteer service and leadership on many boards, including ICI Mutual Insurance
and St. John's College, make him an excellent board member.
Nicholas F.
Kaiser, MBA, is president of the Trust and served as portfolio manager
of the Amana Income and Amana Growth Funds until April 2020. He is chairman
of
11
Saturna Capital Corporation,
Amana's investment adviser and administrator. He is also chairman of Saturna
Capital Corporation's trust company. For over 40 years, Mr. Kaiser and his firms
have provided investment management, administration, accounting, servicing,
marketing, and other services to mutual funds. Mr. Kaiser earned a bachelor's
degree in economics from Yale College, and a master's degree in business
administration from the University of Chicago. The Board feels Mr. Kaiser's
experience leading mutual funds and investment advisory firms, both domestic and
foreign, plus leadership experience on various other boards, make him an
excellent board member.
Board Role in Risk Oversight
The Board's role in management
of the Trust is oversight. Day-to-day management of the Trust, selection of Fund
investments, administration services, and management of operational and
portfolio risk are responsibilities of the adviser. Distribution services are
the responsibility of Saturna Brokerage Services, Inc., a subsidiary of the
adviser. The Board provides general supervision and risk oversight with respect
to the operation of the Trust and the Funds, including through the following
activities: receipt of reports from the adviser, distributor, and third parties;
meetings of the whole board as well as its committees; independent experiences
including shareowner contacts; and communications with board advisors such as
auditors, legal counsel, compliance officers, and regulators. The chairman's
duties include developing the agenda for each Board meeting in consultation with
management, presiding at each Board meeting, discussing Trust matters with
management between Board meetings, and facilitating communication and
coordination between the Trustees and management.
Committees
The Board has established two
standing committees: the Audit and Compliance Committee and the Governance,
Compensation, and Nominations Committee. The respective duties and current
memberships of the standing committees are:
Audit and Compliance
Committee. The Audit and Compliance Committee selects the independent
registered public accounting firm, reviews all audit reports, and monitors
compliance programs. Ronald H. Fielding, M. Yaqub Mirza, and Firas J.
Al-Barzinji are the members of the Audit and Compliance Committee. During the
fiscal year ended May 31, 2022, the Audit and Compliance Committee met once.
Governance,
Compensation, and Nominations Committee. The Governance, Compensation,
and Nominations Committee oversees the Board's annual review of operations and
structure, and recommends trustee compensation. Shareowners wishing to recommend
nominees may do so by sending written information to Dr. Davis at his address as
given above. M. Yaqub Mirza, Miles K. Davis, and Nicholas F. Kaiser (an
Interested Trustee) are the members of the Governance, Compensation, and
Nominations Committee. With respect to the selection of nominees for Independent
Trustees, Mr. Kaiser acts solely in an advisory capacity and does not vote.
During the fiscal year ended May 31, 2022, the Governance, Compensation, and
Nominations Committee met once.
Compensation
Saturna Capital Corporation,
not the Trust, pays the salaries of officers of the Trust; except the Trust's
Chief Compliance Officer's salary, for which the Trust may partially reimburse
the adviser. The Trust pays the Independent Trustees $2,500 per quarter in
arrears, $1,000 per board meeting attended (in person or by phone), $250 for
each portfolio of the Trust, and reimbursement of travel expenses. The Trustees
are also paid $250 for committee meetings attended. The Trust pays the Board
chairman and each committee chairman an additional $500 per quarter in arrears.
For the fiscal year ended May 31, 2022, the Trust paid $66,000 of compensation
expenses. No pension or retirement benefits were incurred.
Code of Ethics
The Trust, its investment
adviser Saturna Capital Corporation, and its principal underwriter Saturna
Brokerage Services, have adopted a common Code of Ethics under Rule 17j-1 of the
Investment Company Act and Rule 204A-1 of the Investment Advisers Act. The Code
permits personnel subject to the Code (as defined in the Code) to invest in
securities, including common stocks and mutual funds. To prevent conflicts of
interest, the Code includes restrictions on investing in securities that may be
purchased by the Funds. A copy of the Code is available without charge by
contacting the Trust or the adviser, and is available on the Trust's
website.
12
Trustee Compensation for Fiscal Year ended May 31,
2022 |
Name
of Person; Position |
Aggregate
Compensation from Trust |
Pension
or Retirement Benefits Accrued as Part of Trust Expenses |
Estimated
Annual Benefits Upon Retirement |
Total
Compensation From Trust and Fund Complex Paid to Trustees |
M. Yaqub Mirza; Trustee,
Independent Chairman |
$17,000 |
$0 |
$0 |
$17,000 |
Iqbal J. Unus; Emeritus
Trustee1 |
$17,000 |
$0 |
$0 |
$17,000 |
Miles K. Davis;
Trustee |
$15,000 |
$0 |
$0 |
$15,000 |
Ronald H. Fielding;
Trustee2 |
$17,000 |
$0 |
$0 |
$26,125 |
Firas J. Al-Barzinji,
Trustee |
$0 |
$0 |
$0 |
$0 |
Nicholas F. Kaiser;
Trustee |
$0 |
$0 |
$0 |
$0 |
Michael Lewis; Chief
Compliance Officer3 |
$100,000 |
$0 |
$0 |
n/a |
1 Iqbal Unus
retired as Trustee in May 2022 and now serves as Emeritus Trustee and receives
no compensation for this role.
2 Ronald H.
Fielding serves as Trustee to the Saturna Investment Trust, to which Saturna
Capital Corporation is adviser.
3Michael E.
Lewis also serves as Chief Compliance Officer to the Saturna Investment Trust,
to which Saturna Capital Corporation is adviser, and to Saturna Trust Company.
The Trustees have approved a portion of Mr. Lewis' compensation be allocated to
the Trust.
CONTROL PERSONS AND PRINCIPAL HOLDERS
OF SECURITIES
As of September 6, 2022, the
principal holders of record (those with 5% or more of the outstanding shares) of
securities of the Income Fund
were:
Name
and Address |
Shares |
Percentage
of Investor Shares |
NFSC
Omnibus Account for the Exclusive Benefit of Our Customers 200 Liberty
Street, New York, NY 10281 |
5,153,200 |
41.42% |
Charles
Schwab & Co., Inc. Special Custody Account FBO Customers 101
Montgomery Street, San Francisco, CA 94104 |
1,542,029 |
12.39% |
Voya
Retirement, Insurance and Annuity Company One Orange Way, Windsor, CT
06095 |
1,259,489 |
10.12% |
TD
Ameritrade, Inc. for the Exclusive Benefit of Our Clients P.O. Box
2226, Omaha, NE 68103 |
737,660 |
5.92% |
|
Name
and Address |
Shares |
Percentage
of Institutional Shares |
Vanguard
Fiduciary Trust Company 400 Devon Park Drive K22 Wayne, PA 19087 |
1,553,996 |
11.46% |
NFSC
Omnibus Account for the Exclusive Benefit of Our Customers 200 Liberty
Street, New York, NY 10281 |
1,324,861 |
9.77% |
13
As of September 6, 2022, the
principal holders of record (those with 5% or more of the outstanding shares) of
securities of the Growth Fund
were:
Name
and Address |
Shares |
Percentage
of Investor Shares |
NFSC
Omnibus Account for the Exclusive Benefit of Our Customers 200 Liberty
Street, New York, NY 10281 |
11,480,251 |
41.17% |
Charles
Schwab & Co., Inc. Special Custody Account FBO Customers 101
Montgomery Street, San Francisco, CA 94104 |
4,209,275 |
15.09% |
TD
Ameritrade, Inc. for the Exclusive Benefit of Our Clients P.O. Box
2226, Omaha, NE 68103 |
2,215,010 |
7.94% |
|
Name
and Address |
Shares |
Percentage
of Institutional Shares |
NFSC
Omnibus Account for the Exclusive Benefit of Our Customers 200 Liberty
Street, New York, NY 10281 |
3,742,898 |
14.73% |
As of September 6, 2022, the
principal holders of record (those with 5% or more of the outstanding shares) of
securities of the Developing World Fund
were:
Name
and Address |
Shares |
Percentage
of Investor Shares |
NFSC
Omnibus Account for the Exclusive Benefit of Our Customers 200 Liberty
Street, New York, NY 10281 |
655,245 |
32.97% |
Charles
Schwab & Co., Inc. Special Custody Account FBO Customers 101
Montgomery Street, San Francisco, CA 94104 |
247,017 |
12.43% |
TD
Ameritrade Inc. For The Exclusive Benefit of Our Customers P.O. Box
2226, Omaha, NE 68103-2226 |
243,882 |
12.27% |
Pershing
LLC 1 Pershing Plaza, Jersey City, NJ 07399 |
115,361 |
5.80% |
|
Name
and Address |
Shares |
Percentage
of Institutional Shares |
Charles
Schwab & Co., Inc. Special Custody Account FBO Customers 101
Montgomery Street, San Francisco, CA 94104 |
466,081 |
11.75% |
NFSC
Omnibus Account for the Exclusive Benefit of Our Customers 200 Liberty
Street, New York, NY 10281 |
406,675 |
10.25% |
Charles
Schwab & Co., Inc. Special Custody Account FBO Customers 101
Montgomery Street, San Francisco, CA 94104 |
267,537 |
6.74% |
Saturna
Capital Corporation1 1300 North State Street, Bellingham, WA
98225 |
237,444 |
5.98% |
1 Shares are
owned beneficially
14
As of September 6, 2022, the
principal holders of record (those with 5% or more of the outstanding shares) of
securities of the Participation Fund
were:
Name
and Address |
Shares |
Percentage
of Investor Shares |
NFSC
Omnibus Account for the Exclusive Benefit of Our Customers 200 Liberty
Street, New York, NY 10281 |
1,070,768 |
42.47% |
Charles
Schwab & Co., Inc. Special Custody Account FBO Customers 101
Montgomery Street, San Francisco, CA 94104 |
273,768 |
10.86% |
TD
Ameritrade, Inc. for the Exclusive Benefit of Our Clients P.O. Box
2226, Omaha, NE 68103 |
160,241 |
6.35% |
Pershing
LLC 1 Pershing Plaza, Jersey City, NJ 07399 |
160,171 |
6.35% |
|
Name
and Address |
Shares |
Percentage
of Institutional Shares |
Charles
Schwab & Co., Inc. Special Custody Account FBO Customers 101
Montgomery Street, San Francisco, CA 94104 |
3,719,929 |
18.97% |
Charles
Schwab & Co., Inc. Special Custody Account FBO Customers 101
Montgomery Street, San Francisco, CA 94104 |
2,821,528 |
14.39% |
SEI
Private Trust Company 1 Freedom Valley Drive, Oaks, PA 19456 |
1,787,948 |
9.11% |
NFSC
Omnibus Account for the Exclusive Benefit of Our Customers 200 Liberty
Street, New York, NY 10281 |
1,222,755 |
6.23% |
As of September 6, 2022, the
trustees, officers, and their affiliates (including Saturna Capital Corporation)
as a group, owned the following percentages of outstanding shares:
Trustees', officers', and affiliates'
ownership |
Income Fund Investor Shares
(AMANX) |
0.04% |
Income Fund Institutional
Shares (AMINX) |
1.67% |
Growth Fund Investor Shares
(AMAGX) |
0.02% |
Growth Fund Institutional
Shares (AMIGX) |
1.10% |
Developing World Fund Investor
Shares (AMDWX) |
1.02% |
Developing World Fund
Institutional Shares (AMIDX) |
6.50% |
Participation Fund Investor
Shares (AMAPX) |
0.07% |
Participation
Fund Institutional Shares (AMIPX) |
3.20% |
The Control Persons and
Principal Holders of Securities tables show the only persons known to the Trust
to be the owners of record or beneficial owners of more than 5% or more of any
Fund.
15
INVESTMENT ADVISORY AND OTHER
SERVICES
Investment
Adviser and Administrator
Saturna Capital Corporation,
1300 N. State Street, Bellingham, Washington 98225 is the Investment Adviser and
Administrator (the "adviser") for the Trust. Saturna Capital Corporation is also
the Trust's transfer agent. Mrs. Jane K. Carten, president of Saturna Capital,
through her ownership of 52% of its voting stock, is a control person of the
adviser. Mr. Nicholas F. Kaiser, chairman of Saturna Capital, through his
ownership of 41% of its voting stock, is a control person of the adviser. Mr.
Kaiser is also a trustee and president of Amana Mutual Funds Trust. A discussion
regarding the Trustees' approval of the continuance of the investment advisory
and administration agreements is available in the Trust's semi-annual report
published every January.
Advisory
and Administration Fees |
2022 |
2021 |
2020 |
Income
Fund |
$11,772,305
|
$10,656,894
|
$10,128,959 |
Growth
Fund |
$21,590,063
|
$18,089,154
|
$15,651,450 |
Developing
World Fund |
$571,303
|
$372,854
|
$265,217 |
Participation
Fund |
$1,044,070
|
$699,940
|
$506,370 |
|
Transfer
Agent Fees |
2022 |
2021 |
2020 |
Income
Fund Investor Shares (AMANX) |
$0 |
$0 |
$0
|
Income
Fund Institutional Shares (AMINX) |
$0 |
$0 |
$0
|
Growth
Fund Investor Shares (AMAGX) |
$0 |
$0 |
$0
|
Growth
Fund Institutional Shares (AMIGX) |
$0 |
$0 |
$0
|
Developing
World Fund Investor Shares (AMDWX) |
$0 |
$0 |
$0
|
Developing
World Fund Institutional Shares (AMIDX) |
$0 |
$0 |
$0
|
Participation
Fund Investor Shares (AMAPX) |
n/a |
n/a |
n/a |
Participation
Fund Institutional Shares (AMIPX) |
n/a |
n/a |
n/a |
|
Retirement
Plan Custodian Fees |
2022 |
2021 |
2020 |
Income
Fund Investor Shares (AMANX) |
$102
|
$70
|
$118 |
Income
Fund Institutional Shares (AMINX) |
$58,021
|
$26,225
|
$80,743 |
Growth
Fund Investor Shares (AMAGX) |
$115
|
$110
|
$178 |
Growth
Fund Institutional Shares (AMIGX) |
$83,653
|
$39,089
|
$112,188 |
Developing
World Fund Investor Shares (AMDWX) |
$12
|
$98
|
$22 |
Developing
World Fund Institutional Shares (AMIDX) |
$16,175
|
$8,755
|
$20,354 |
Participation
Fund Investor Shares (AMAPX) |
$133
|
$87
|
$118 |
Participation
Fund Institutional Shares (AMIPX) |
$7,885
|
$9,185
|
$9,327 |
|
12b-1
Fees |
2022 |
2021 |
2020 |
Income
Fund Investor Shares (AMANX) |
$2,006,713
|
$1,944,976
|
$1,972,765 |
Growth
Fund Investor Shares (AMAGX) |
$4,664,456
|
$3,838,348
|
$3,270,042
|
Developing
World Fund Investor Shares (AMDWX) |
$60,329
|
$43,085
|
$36,939
|
Participation
Fund Investor Shares (AMAPX) |
$62,742
|
$51,679
|
$50,692
|
Advisory
Fee
Under their Advisory and
Administration Agreements, effective December 1, 2020, the Amana Growth Fund,
Amana Income Fund, and Amana Developing World Fund each pay the adviser an
advisory and administration fee of 0.80% on the first $1 billion of a Fund's
average daily net assets, 0.65% on the next $1 billon, and 0.50% on assets over
$2 billion. Prior to December 1, 2020, the Amana Growth Fund, Amana Income Fund,
and Amana Developing World Fund each paid the adviser an advisory and
administration fee of 0.80% on the first $1 billion of a Fund's average daily
net assets, 0.70% on the next $1 billon, and 0.60% on assets over $2 billion.
Under the Advisory and Administration Agreement for the Participation Fund, the
Fund pays the adviser an advisory and administration fee of 0.50% annually of
the average daily net assets. The adviser, at its own expense and without
additional cost to the Funds, furnishes office space, office facilities and
equipment, personnel (including executive officers), and clerical and
bookkeeping services required to conduct the Funds' business.
The Advisory and
Administration Fees table at left shows amounts Saturna Capital
Corporation was paid as the Funds' investment adviser and administrator for the
three most recent fiscal years ended May 31.
The advisory agreements also
provide that in the event the total expenses of a Fund (excluding taxes,
commissions and extraordinary items) for any fiscal year exceed 2% of average
daily net assets, the Fund shall be reimbursed for such excess. No
reimbursements have been required.
The Investment Advisory and
Administrative Services Agreement is renewable from year to year with respect to
each Fund, so long as its continuance is approved at least annually (1)
16
by the vote of a majority of
the Independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval, and (2) by the vote of a majority of the Trustees or by
a majority vote of the outstanding shares of the Fund (as defined by the 1940
Act).
Under its respective investment
advisory agreement, each Fund pays its own taxes, brokerage commissions,
trustees' fees, legal and auditing fees, insurance premiums, custodian fees,
transfer agent fees, registrar and dividend disbursing agent fees, expenses
incurred in complying with state and federal laws regulating the issue and sale
of its shares, and mailing and printing costs for prospectuses, reports, and
notices to shareowners.
Principal
Underwriter
The adviser's wholly-owned
subsidiary, Saturna Brokerage Services, Inc., 1300 N. State Street, Bellingham,
WA 98225, is a general securities brokerage firm and acts as distributor for the
Trust.
Mr. Kaiser, an Interested
Trustee, is chairman and director of Saturna Capital Corporation and Saturna
Trust Company. Mrs. Jane Carten, an officer of the Trust, is president, chief
executive officer, a director, and controlling shareowner of Saturna Capital
Corporation; she is also president and a director of Saturna Brokerage Services,
Inc. and a vice president and director of Saturna Trust Company. Mr. Fankhauser,
an officer of the Trust, is chief operations officer and a director of Saturna
Capital Corporation; he is also chief operations officer and a vice president of
Saturna Brokerage Services, Inc. and a vice president, chief operations officer,
and director of Saturna Trust company. All employees of the distributor are also
employees of the adviser.
Shareowner
Servicing
Under a separate service
agreement, Saturna Capital Corporation also provides shareowner services as the
transfer agent and dividend-paying agent for the Funds. As transfer agent,
Saturna furnishes to each shareowner a confirmation after each transaction, a
historical statement at the end of each year showing all transactions during the
year, and Form 1099 and Form 1042 tax forms. Saturna also, on behalf of the
Funds, responds to shareowners' questions and correspondence. Furthermore, the
transfer agent regularly furnishes the Funds with current shareowner lists and
information necessary to keep the shares in balance with the Funds' records. The
transfer agent protects the privacy of shareowner information, but provides
shareowner information to regulators and other parties with legal rights to such
information, and to a mailing service, under a confidentiality agreement, to
facilitate the distribution of shareowner reports. The transfer agent performs
the mailing of all financial statements, notices, and prospectuses to
shareowners. The transfer agent makes year-end zakah computations for
shareowners requesting this service. Effective June 1, 2019, Saturna Capital has
waived its transfer agent fee for each Fund. Prior to June 1, 2019, the transfer
agent was paid a monthly fee of $0.25 per active account for each Fund other
than the Participation Fund.
The Transfer Agent
Fees table on page 16 shows the amounts Saturna Capital Corporation was
paid as the Funds' shareowner servicing and transfer agent for the three most
recent fiscal years ended May 31.
Saturna Trust Company, a
wholly-owned subsidiary of Saturna Capital Corporation, is the Funds' retirement
plan custodian and, as such, is paid compensation for maintaining records of
contributions, disbursements, and assets as required for IRAs and other
IRS-qualified retirement accounts. An annual fee of $10 per account for
retirement plan services is paid by the Funds to Saturna Trust Company.
Retirement plans using Saturna
Trust Company as the custodian, including IRAs, invest in Amana Institutional
Shares (i.e., without 12b-1 plan expenses).
The Retirement Plan
Custodian Fees table on page 16 shows the amounts Saturna Trust Company
was paid as the Funds' retirement plan custodian for the three most recent
fiscal years ended May 31.
Subsidiary
Service Providers
The Subsidiary has entered into
an agreement with the Trust's service providers for the provision of
administrative, accounting transfer agency and custody services. The Subsidiary
will bear the expenses associated with these services, which are not expected to
be material in relation to the value of the Participation Fund's assets. It is
also anticipated that the Fund's own expenses will be reduced to some extent as
a result of the payment of such expenses at the Subsidiary level. Therefore, it
is expected that the Fund's investment in the Subsidiary will not result in the
Fund's paying duplicative fees for similar services provided to the Fund and the
Subsidiary.
Rule
12b-1 Plan
Effective July 19, 2013, the
Trust entered into a distribution agreement with Saturna Brokerage Services,
Inc. (the "distributor"), a broker-dealer registered under the Securities
Exchange Act of 1934, pursuant to which the distributor acts as principal
underwriter of Fund shares for sale to the public.
17
Additionally, the Trust has
adopted a Rule 12b-1 plan which provides for each Fund to reimburse the
distributor monthly at a rate of up to 0.25% annually of that Fund's average
daily net assets applicable to Income Fund, Growth Fund, Developing World Fund,
and Participation Fund Investor Shares to finance the distribution of those
shares and to furnish services to owners of Investor Shares. The plan reimburses
the distributor only for expenses incurred and does not compensate the
distributor regardless of expenses. The Trust does not participate in any joint
distribution activities with another investment company.
The Trustees, in seeking
shareowner approval for the distribution plan, expected that it would help the
adviser and distributor have the flexibility to direct their distribution
activities in a manner consistent with prevailing market conditions by using,
subject to regular Trustee approval, a portion of Trust assets to make payments
to the distributor or third parties for marketing, distribution, and other
services. They expected that to the extent the adviser and distributor have
greater flexibility and resources under the plan, additional sales of Income
Fund, Growth Fund, Developing World Fund, and Participation Fund Investor Shares
may result, and that this has the potential to benefit the Funds by reducing the
possibility that a Fund would experience net redemptions, which might require
the liquidation of portfolio securities in amounts and at times that could be
disadvantageous for investment purposes. There can be no assurance that these
events will occur.
The 12b-1 Fees
table on page 16 shows the amounts Saturna Brokerage Services was paid as the
Funds' underwriter under the distribution plan for the three most recent fiscal
years ended May 31.
Institutional Shares do not pay
the 12b-1 fee.
No Trustee who is not an
interested person of the Trust has a direct or indirect financial interest in
the operation of the plan or related agreements. While Saturna Brokerage
Services is paid fees under the plan, there is no benefit to Saturna Capital
Corporation or its employees, including Mr. Kaiser, as the amounts spent by
Saturna Capital Corporation (described below) substantially exceed the 12b-1
fees received.
Under the distribution plan,
the distributor has entered into dealer selling agreements with a large number
of brokerage firms. These selling agreements do not compensate dealers for
actual sales (the Amana Funds pay no sales commissions), only for assets they
hold and service for their customers.
During the fiscal year ended
May 31, 2022, the Funds reimbursed the distributor the following amounts
allocated to the following principal activities:
Advertising: |
$- |
Printing and mailing of prospectuses to other than current
shareowners: |
$- |
Compensation to underwriters: |
$- |
Compensation to broker-dealers: |
$6,794,239 |
The adviser spent an additional
$4,584,659 of its own resources to compensate broker-dealers. The adviser may
pay such additional compensation, out of its own resources and not as an expense
of the Funds, to brokers or other financial intermediaries, or their affiliates,
in connection with the sale, distribution, retention, and/or servicing of Fund
shares. To the extent that these resources are derived from advisory fees paid
by Income Fund, Growth Fund, Developing World Fund, and Participation Fund
Investor Shares, these payments could be considered "revenue sharing." In some
cases, these payments may create an incentive for the intermediary or its
employees to recommend or sell shares of the Funds to you. If you have purchased
shares of a Fund through an intermediary, please contact your intermediary to
learn more about any payments it receives from the adviser and/or its
affiliates, as well as fees and/or commissions the intermediary charges. You
should also consult disclosures made by your intermediary at the time of
purchase. Any such payments will not change the net asset value or the price of
a Fund's shares.
Custodian
The Funds' custodian is UMB
Bank, NA, 928 Grand Blvd, 5th Floor, Kansas City, Missouri 64155.
The custodian holds all
securities and cash, settles all Fund portfolio securities transactions,
receives (on behalf of the Funds) the money from sale of Fund shares, and on
order of the Funds, pays the authorized expenses of the Funds. When investors
redeem Fund shares, the proceeds are paid to the shareowner from a Fund's
account at the custodian bank.
Independent
Registered Public Accounting Firm
Tait, Weller and Baker LLP, 50
South 16th Street, Suite 2900, Philadelphia, PA 19102, is the independent
registered public accounting firm for the Trust and the Funds. The accountants
conduct an annual audit of the Funds as of May 31 each year. With pre-approval
of the Trustees, they may provide related services such as preparing Fund tax
returns.
18
PORTFOLIO MANAGERS
All Saturna Capital Corporation
employees, including Elizabeth W. Alm, Patrick T. Drum, Bryce R. Fegley, Scott
F. Klimo, Christopher E. Paul, Monem A. Salam, Levi Stewart Zurbrugg, and other
portfolio managers are paid an annual salary, as set by the board of Saturna
Capital. The board also pays bonuses that are partly dependent on the profits of
Saturna Capital and may also reflect the results of specific managed accounts or
specific businesses of Saturna Capital. As owners of shares and/or stock options
of Saturna Capital Corporation, Ms. Alm and Messrs. Drum, Fegley, Klimo, Paul,
Salam, and Stewart Zurbrugg may benefit from any increase in its value per share
that might result from its operations or profits. They may also receive
dividends on shares of Saturna Capital. All Saturna Capital employees are
eligible for a retirement plan, health care, and other benefits, and a stock
option plan. Stock options are annually awarded on the basis of years of
service, and not individual performance. Mutual fund portfolio managers are paid
a monthly bonus (which may be shared with other employees) when a Fund achieves
an overall rating of 4 or 5 stars from Morningstar. The bonus is 1% of the
adviser's net monthly fee (which is based on both assets and performance) for a
4-star rating and 2% of the monthly fee for a 5-star rating.
Saturna's portfolio managers
may manage multiple accounts, including mutual funds and separate accounts for
individuals, investment partnerships, pension funds, and charities. Portfolio
managers make investment decisions for each account based on the investment
objectives, policies, practices, and other relevant investment considerations
that the managers believe are applicable to that account. The management of
multiple accounts may give rise to potential conflicts of interest when the
accounts have similar or different objectives, benchmarks, time horizons, and
fees because the portfolio manager must allocate his time and investment ideas
across multiple accounts. Consequently, a manager may purchase (or sell) a
security for one account and not for another. The adviser has adopted policies
designed to fairly allocate securities purchased or sold on an aggregated basis.
Transactions executed for one account may adversely affect the value of
securities held by other accounts. Securities selected for some accounts may
outperform the securities selected for others. Through an arrangement with
Saturna Brokerage Services, accounts presently trade securities at zero
commission, eliminating a potential conflict.
Portfolio Managers (as of May 31, 2022) |
Portfolio
Manager: |
Trust
portfolios served as primary manager (assets): |
Other
investment company portfolios served as primary manager
(assets): |
Other
pooled investment vehicles served as primary manager (assets): |
Other
accounts (assets): |
Elizabeth
W. Alm |
None |
Sextant
Bond Income Fund ($10,439,858)1
Idaho Tax-Exempt
Fund ($13,804,229) |
None |
None |
Patrick
T. Drum |
Amana
Participation Fund ($211,673,628) |
Saturna
Sustainable Bond Fund ($30,908,394) |
None |
None |
Bryce
R. Fegley |
None |
Sextant
Global High Income Fund ($9,751,238)1
Sextant Core
Fund ($18,553,311)1 |
None |
Two ($3,079,844) |
Scott
F. Klimo |
Amana
Growth Fund ($3,174,176,674) |
Sextant
Growth Fund ($56,614,325)1 |
None |
None |
Christopher
E. Paul |
None |
Sextant
International Fund ($59,340,171)1
Sextant Core
Fund ($18,553,311)1 |
Five ($86,640,470)1 |
Three ($3,144,075) |
Monem
A. Salam |
Amana
Income Fund ($1,535,169,918)
Amana Dev. World Fund
($69,845,917) |
None |
None |
Sixty ($98,336,997) |
Levi
Stewart Zurbrugg |
None |
Sextant
Short-Term Bond Fund ($12,081,895)1 |
None |
None |
|
1Assets managed with a performance
fee |
19
Portfolio Manager Fund Ownership (as of May 31,
2022) |
Dollar range of
equity securities in Amana Mutual Funds Trust owned beneficially by
Portfolio Managers |
Elizabeth
W. Alm |
Amana Growth Fund Institutional Shares:
$50,001-$100,000 Amana Participation
Fund Institutional Shares: $1-$10,000 |
Patrick
T. Drum |
Amana Participation Fund Investor Shares:
$1-$10,000 Amana Participation
Fund Institutional Shares: $1-$10,000 |
Bryce
R. Fegley |
Amana Income Fund Institutional Shares:
$50,001-$100,000 Amana Growth
Fund Institutional Shares: $100,001-$500,000 Amana Developing World Fund Institutional
Shares: $1-$10,000 |
Scott
F. Klimo |
Amana Income Fund Institutional Shares:
$100,001-$500,000 Amana Growth
Fund Institutional Shares: $100,001-$500,000 Amana Growth Fund Institutional Shares:
$100,001-$500,000 Amana Developing World
Fund Institutional Shares: $10,001-$50,000 |
Christopher
E. Paul |
None |
Monem
A. Salam |
Amana Income Fund Institutional Shares:
$100,001-$500,000 Amana Growth Fund
Institutional Shares: $500,001-$1,000,000 Amana Developing World Fund Institutional
Shares: $100,001-$500,000 Amana
Participation Fund Institutional Shares: $10,001-$50,000 |
Levi
Stewart Zurbrugg |
Amana Growth Fund Institutional Shares:
$10,001-$50,000 Amana Developing World
Fund Institutional Shares: $10,001-$50,000 |
Amana's net monthly advisory
fee is solely dependent on Fund assets. The net monthly fee from the Sextant
Funds is partly based on Sextant Fund performance results. The Sextant
International Fund (which Mr. Paul manages), Sextant Growth Fund (which Mr.
Klimo manages), Sextant Global High Income Fund (which Mr. Fegley manages) and
the Sextant Bond Income (which Ms. Alm manages), Sextant Core Fund (which
Messrs. Fegley and Paul manage), and Sextant Short-Term Bond Fund (which Mr.
Stewart Zurbrugg manages), pay a base fee of 0.50% of average daily net assets,
adjusted up or down by up to 0.20% depending upon a Fund's performance over the
previous 12 months compared to the average fund in its Morningstar category.
Since all fund assets vary over
time with performance and investors favor mutual funds with superior investment
records, the portfolio manager's bonus is a function of both performance and
assets.
Three of the private pooled
investment portfolios managed by Mr. Paul pay Saturna Capital Corporation as
adviser a performance fee of 10% of the year's increase in net asset value
achieved from the previous highest year-end net asset value. There is no base
fee and no performance fee in years when the net asset value is below the
highest previous value. As portfolio manager, Mr. Paul normally receives a
significant portion of any fee earned as a bonus.
A portfolio manager's
compensation plan may give rise to potential conflicts of interest. To reduce
this risk, a mutual fund portfolio manager's account performance bonus depends
upon the Fund's overall Morningstar&trad; rating, which derives from
investment results over the last three, five, and ten years. A manager's
compensation tends to increase with assets under management, which in turn may
increase the value of Saturna Capital Corporation.
20
BROKERAGE ALLOCATION
The placing of purchase and
sale orders as well as the negotiation of commissions is performed by the
adviser and is reviewed by the Board of Trustees. Although it is permitted to do
so, the adviser does not allocate brokerage to any broker in return for research
or services.
The primary consideration in
effecting securities transactions for the Trust is to obtain the best price and
execution which in the judgment of the adviser is attainable at the time and
which would bring the best net overall economic result to a Fund. Factors taken
into account in the selection of brokers include the price of the security,
commissions paid on the transaction, the efficiency and cooperation with which
the transaction is effected, the expediency of making settlement, and the
financial strength and stability of the broker. The adviser may negotiate
commissions at a rate in excess of the amount another broker would have charged
if it determines in good faith that the overall net economic result is favorable
to the Fund and is not required to execute trades in "over-the-counter"
securities with primary market-makers if similar terms are available elsewhere.
The adviser evaluates whether brokerage commissions are reasonable based upon
available information about the general level of commissions paid by similar
mutual funds for comparable services.
When consistent with best
execution, brokerage may be directed to Saturna Brokerage Services, Inc., a
wholly-owned subsidiary of the adviser, which engages in a discount brokerage
business. Saturna Brokerage Services currently executes portfolio transactions
for the Trust for free (no commissions). Transactions effected through other
brokers are subject to commissions payable to that broker.
The Commissions Paid To
Saturna Brokerage Services table on page 21 contains the commissions
each Fund paid Saturna Brokerage for each of the last three fiscal years.
The Commissions Paid To
Other Broker-Dealers table on page 21 contains the commissions each
Fund paid to unaffiliated broker-dealers for each of the last three fiscal
years.
The Trustees review brokerage
activity in detail at each regular meeting. Meetings are held on a quarterly
schedule.
Commissions Paid To Saturna Brokerage
Services |
|
2022 |
2021 |
2020 |
% of 2022
aggregate brokerage commissions paid Saturna Brokerage |
% of 2022
aggregate dollar amount of transactions involving the payment of
commissions through Saturna Brokerage |
Income Fund |
$0 |
$0 |
$0 |
0% |
0% |
Growth Fund |
$0 |
$0 |
$0 |
0% |
0% |
Developing World Fund |
$0 |
$0 |
$18 |
0% |
0% |
Participation Fund |
$0 |
$0 |
$0 |
0% |
0% |
Commissions Paid To Other Broker-Dealers |
|
2022 |
2021 |
2020 |
Income Fund |
$471 |
$1,760 |
$- |
Growth Fund |
$4,606 |
$1,825 |
$130 |
Developing World Fund |
$35,869 |
$13,333 |
$9,314 |
Participation Fund |
$- |
$- |
$- |
CAPITAL STOCK
The Amana Mutual Funds Trust is
organized as a "series" investment company. Each Fund of the Trust is divided
into classes, which are further divided into shares of beneficial interest.
Those Funds and classes are named: Income Fund Investor, Income Fund
Institutional, Growth Fund Investor, Growth Fund Institutional, Developing World
Fund Investor, Developing World Fund Institutional, Participation Fund Investor,
and Participation Fund Institutional. There are no restrictions on shareowners'
rights to freely retain or dispose of shares of any class. There are no material
obligations or potential liabilities associated with owning a Fund's shares
except the investment risks described in the Funds' prospectus and summary
prospectuses, and in this statement of additional information in the section
Fund Descriptions, Investments, and Risks on page 2. The shareowners of
each separate Fund may look only to that Fund for dividends, income, capital
gains or losses, redemption, liquidation, or termination. Each class of shares
of a Fund will have (i) exclusive voting rights on any matter submitted to
shareowners that relates solely to its arrangement and (ii) separate voting
rights on any matter submitted to shareowners in which the interests of
one
21
class differ from the interest
of any other class (however, the Participation Fund may impose a redemption
fee). The voting rights of each class of shares can only be modified by a
majority vote of that class. Shareowners may elect to convert eligible Investor
Shares into corresponding Institutional Shares of the same series, provided that
following the conversion the investor meets applicable eligibility requirements
for the Institutional Shares. Any such conversion will occur at the next
available respective net asset values of the share classes. There are no sinking
fund provisions. The creditors and shareowners of each class of shares are
limited to the assets of that class of shares for recovery of charges, expenses,
and liabilities.
PURCHASE, REDEMPTION, AND PRICING OF
SHARES
See Purchase and Sale of
Fund Shares in each Fund's Summary Prospectus and Fund Share
Pricing in the Trust's Prospectus for an explanation about the ways to
purchase or redeem shares. Both purchases and redemptions are made at net asset
value per share.
Each Fund reserves the right,
under certain conditions, to honor any request for redemption by making payment
in whole or in part in securities valued as described in "Fund Share Pricing" in
the prospectus. If payment is made in securities, a shareholder or Institution
generally will incur brokerage expenses or other transaction costs in converting
those securities into cash and will be subject to fluctuation in the market
prices of those securities until they are sold. The Funds would do so when the
Manager or the Fund Trustees determine that it is in the best interests of a
Fund's shareholders as a whole.
It is important to note that
there are differences between the two share classes. Investor Shares are subject
to an annual distribution fee to compensate financial intermediaries for
providing investors with ongoing account services. Institutional Shares are not
subject to an annual distribution fee and, consequently, holders of
Institutional Shares may not receive the same types or levels of services from
financial intermediaries. In choosing between Investor Shares versus
Institutional Shares, investors should weigh the benefits of the services to be
provided by financial intermediaries against the annual distribution fee imposed
upon some shares.
Offering Price
Each Fund computes its price
per share of each share class on each business day by dividing the value of all
securities and other assets, less liabilities, attributable to each share class,
by the number of shares outstanding of that class. The daily price is determined
for each class of each Fund as of the close of trading on the New York Stock
Exchange (generally 4 p.m. Eastern time) on each day the Exchange is open for
trading. The Exchange is generally closed on New Year's Day, Martin Luther King
Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving, and Christmas. See the balance sheet in the Annual Report or
Semi-Annual Report for a specimen sheet showing how the Funds calculate net
asset value, which is the price used for both purchase and redemption of
shares.
Pricing of Foreign Equity
Securities
Foreign securities traded
outside the US are valued on the basis of their most recent closing market
prices at 4 p.m. Eastern time.
Foreign markets may close
before the time at which the Funds' prices are determined. Because of this,
events occurring after the close of a foreign market and before the
determination of the Funds' NAVs may have a material effect on the Funds'
foreign security prices. To account for this, the Funds may use independent
pricing services for valuation of securities.
In developing valuations for
foreign securities, the independent pricing services review a variety of
factors, including developments in foreign markets, the performance of US
securities markets, and the performance of instruments trading in US markets
that represent foreign securities and baskets of foreign securities. The Funds
may also fair value securities in other situations, for example, when a
particular foreign market is closed but the Fund is open.
The Funds routinely compare
closing market prices, the next day's opening prices in the same markets, and
adjusted prices and other factors they believe are relevant for such testing.
Other mutual funds may adjust the prices of their securities by different
amounts.
Intermediary
Processing
Investors should be aware that
intermediaries might have policies different from the Funds' policies regarding
trading and redemptions, and these may be in addition to or in place of the
Funds' policies. For more information about these restrictions and policies,
please contact your broker, retirement plan administrator, or other
intermediary.
22
Abandoned Property
It is the responsibility of the
investor to ensure that Saturna Capital Corporation maintains a correct address
for the investor's account(s). An incorrect address may cause an investor's
account statements and other mailings to be returned. If Saturna Capital
Corporation is unable to locate the investor, then it will determine whether the
investor's account has been legally abandoned. Saturna Capital Corporation is
legally obligated to escheat (or transfer) abandoned property to the appropriate
state's unclaimed property administrator in accordance with statutory
requirements. The investor's last known address of record determines which state
has jurisdiction.
TAXATION OF THE TRUST
Each Fund is a separate
economic entity and as such, the tax status and tax consequences to shareowners
of each Fund may differ, depending upon the investment objectives, operations,
income, gain or loss, and distributions from each Fund.
Each Fund intends to qualify as
a regulated investment company for US federal income tax purposes. In order to
so qualify, a Fund must satisfy certain requirements with respect to the types
of income that it earns each year (the "Income Requirement") and satisfy other
requirements with respect to diversifying its investment holdings, measured at
the end of each quarter of its taxable year (the "Diversification
Requirement").
Each Fund intends to distribute
to shareowners substantially all of its net investment income and net realized
capital gains, if any, and to comply, as each has since inception, with the
provisions of the Internal Revenue Code applicable to regulated investment
companies (Subchapter M), which relieve mutual funds of federal income tax on
the amounts so distributed.
If a Fund failed to qualify for
treatment as a regulated investment company for any taxable year, (a) it would
be taxed as an ordinary corporation on the full amount of its taxable income for
that year without being able to deduct the distributions it makes to its
shareowners and (b) the shareowners would treat all those distributions,
including distributions of net capital gain, as dividends to the extent of that
Fund's earnings and profits, taxable as ordinary income (except that, for
individual shareowners, the part thereof that is "qualified dividend income"
would be subject to federal income tax at the rate for net capital gains – a
maximum rate of 20%) and eligible for the dividends-received deduction available
to corporations under certain circumstances. In addition, the Fund could be
required to recognize unrealized gains, pay substantial taxes and interest, and
make substantial distributions before requalifying for regulated investment
company treatment.
The Trust's custodian may use
foreign sub-custodians to hold securities of a Fund outside the US, which can
subject the Fund to foreign withholding or other taxes. Working with its
custodian, the Fund can normally reclaim such foreign taxes.
As of May 31, 2022, the
components of distributable earnings on a tax basis were as follows:
Income Fund |
Undistributed ordinary income |
$2,112 |
Accumulated capital gains |
$51,557,921 |
Tax accumulated earnings |
$51,560,033 |
Unrealized appreciation |
$963,499,156 |
Total accumulated
earnings |
$1,015,059,189 |
Growth Fund |
Undistributed ordinary income |
$2,865,568 |
Accumulated capital gains |
$79,453,782 |
Tax accumulated earnings |
$82,319,350 |
Unrealized appreciation |
$2,153,924,704 |
Total accumulated
earnings |
$2,236,244,054 |
Developing World
Fund |
Undistributed ordinary income |
$309,535 |
Accumulated capital and other losses |
$(273,542) |
Tax accumulated loss |
$35,993 |
Unrealized appreciation |
$1,380,201 |
Post October losses |
$(174,036) |
Total accumulated
earnings |
$1,242,158 |
Participation Fund |
Undistributed ordinary income |
$115 |
Accumulated capital and other losses |
$(705,269) |
Tax accumulated losses |
$(705,154) |
Unrealized depreciation |
$(6,911,858) |
Total accumulated
earnings |
$(7,617,012) |
The Funds' transfer agent must
withhold and remit to the US Treasury 24% of dividends, capital gains
distributions, and redemption proceeds (regardless of the extent to which gains
or losses may be realized) otherwise payable to any individual or certain other
non-corporate shareowner who fails to properly furnish the transfer agent with a
correct Social Security or other taxpayer identification number. Withholding at
that rate also is required from a Fund's dividends and capital gains
distributions otherwise payable to such a shareowner who is subject to backup
withholding for any other reason. Backup withholding is not an additional tax,
and any amounts so withheld may be credited against a shareowner's federal
income tax liability or refunded.
23
If the IRS determines that a
Fund should be fined or penalized for inaccurate or missing or otherwise
inadequate reporting of a Tax Identification Number, the amount of the IRS fee
or penalty will be directly assessed to the shareowner account involved.
Dividends a Fund pays to a
foreign shareowner, other than (1) dividends paid to a foreign shareowner whose
ownership of shares is effectively connected with a US trade or business the
shareowner carries on and (2) capital gains distributions paid to a non-resident
alien individual who is physically present in the United States for no more than
182 days during the taxable year, generally will be subject to a federal
withholding tax of 30% (or lower treaty rate). Two categories of dividends,
however, "interest-related dividends" and "short-term capital gain dividends,"
if properly designated by a Fund, will be exempt from that tax.
INVESTMENT IN THE SUBSIDIARY
The Participation Fund will
invest up to 25% of its total assets (by value) in the Subsidiary which is
expected to provide the Fund with exposure to sukuk, murahaba and wakala within
the limitations of the Income Requirement and the Diversification Requirement.
The Subsidiary will be classified as a corporation for federal tax purposes and,
as a foreign corporation, generally will not be subject to federal income
taxation unless it is engaged in a US trade or business. A foreign corporation
that is not a dealer in stocks, securities, or commodities may engage in the
following activities without being deemed to be so engaged: (1) trading in
stocks or securities (including contracts or options to buy or sell securities)
for its own account; and (2) trading in commodities that are "of a kind
customarily dealt in on an organized commodity exchange . . . if the transaction
is of a kind customarily consummated at such place" for its own account. It is
expected that the Subsidiary will conduct its securities trading activities to
comply with the foregoing.
In general, a foreign
corporation that does not conduct a US trade or business is nonetheless subject
to federal income tax at a flat rate of 30% (or lower treaty rate) on the gross
amount of certain US-source income, including dividends and certain interest
income, which is not effectively connected with a US trade or business. There is
no tax treaty in force between the United States and the Cayman Islands that
would reduce the 30% rate. The 30% tax does not apply to US-source capital gains
(whether long-term or short-term), interest paid to a foreign corporation on its
deposits with US banks, or "portfolio interest" (which includes interest,
including OID, on certain obligations in registered form and, under certain
circumstances, interest on bearer obligations).
The Subsidiary will be a
"controlled foreign corporation" ("CFC") if, on any day of its taxable year,
more than 50% of the voting power or value of its stock is directly, indirectly,
or constructively owned by "United States shareholders." A United States
shareholder is defined as a "United States person" (as defined in Internal
Revenue Code section 957(c)) who directly, indirectly, or constructively owns
10% or more of the total combined voting power or 10% or more of the total value
of all classes of a foreign corporation's voting stock. Because the Fund is a
United States shareholder of the Subsidiary – it is a United States person that
owns and will continue to own at least 10% of the voting power or 10% or more of
the total value of the Subsidiary's stock – that owns all of the Subsidiary's
stock, the Subsidiary thus is a CFC. As a United States shareholder, the Fund
annually is required to include in its gross income all of the Subsidiary's
"subpart F income" – which includes interest, OID, dividends, net gains from the
disposition of stocks or securities, receipts with respect to securities loans,
net payments received with respect to equity swaps and similar derivatives, and
net gains from transactions (including futures and forwards) in commodities and
is expected to constitute all of the Subsidiary's income – regardless of whether
the Subsidiary distributes that income to the Fund. The Fund's recognition of
the Subsidiary's subpart F income increases its tax basis in its stock in the
Subsidiary. Distributions by the Subsidiary to the Fund, if any, will be
tax-free, to the extent of its previously undistributed subpart F income, and
will correspondingly reduce the Fund's tax basis in the Subsidiary's stock.
Subpart F income is generally treated as ordinary income, regardless of the
character of the Subsidiary's underlying income.
24
UNDERWRITERS
Effective July 19, 2013, the
Trust entered into a distribution agreement with Saturna Brokerage Services,
Inc. (the "distributor"), a broker-dealer registered under the Securities
Exchange Act of 1934, pursuant to which distributor acts as principal
underwriter of the Funds' shares for sale to the public. The distributor is a
member of the the Financial Industry Regulatory Authority and a wholly-owned
subsidiary of Saturna Capital Corporation. All employees of the distributor are
also employees of the adviser. Additionally, the Trust has adopted a Rule 12b-1
Plan, under which the distributor is reimbursed by the Trust on a monthly basis
at a rate of up to 0.25% annually of the Funds' average daily net assets
applicable to Investor Shares to finance the distribution of Income Fund, Growth
Fund, Developing World Fund, and Participation Fund Investor Shares and to
furnish services to owners of Investor Shares. See Rule 12b-1 Plan on
page 18 for more information.
In accordance with its contract
with the Trust, the distributor devotes appropriate efforts to effect the sales
of shares of each of the Funds, but is not obligated to sell any certain number
of shares. The offering of shares is continuous.
FINANCIAL STATEMENTS
The most recent audited annual
report accompanies this Statement of Additional Information.
There is incorporated by
reference into this Registration Statement the following financial information
in the Annual Report to shareowners for the fiscal year ended May 31,
2022:
- Report of Tait, Weller & Baker LLP, Independent Registered Public
Accounting Firm
- Statements of Assets and Liabilities as of May 31, 2022
- Financial Highlights – Years ended May 31, 2022, 2021, 2020, 2019, and
2018
- Statements of Operations – Year ended May 31, 2022
- Statements of Changes in Net Assets – Years ended May 31, 2022, and 2021
- Investments – As of May 31, 2021
- Notes to Financial Statements