Codeof
Ethics
Updated: March 15, 2023
AMANA MUTUAL FUNDS TRUST
SATURNA INVESTMENT TRUST
SATURNA CAPITAL CORPORATION
SATURNA BROKERAGE SERVICES, INC.
SATURNA TRUST COMPANY
SATURNA SDN. BHD.
SATURNA INVESTMENT TRUST
SATURNA CAPITAL CORPORATION
SATURNA BROKERAGE SERVICES, INC.
SATURNA TRUST COMPANY
SATURNA SDN. BHD.
Preamble
Atalltimes,ourclients'interestsmustcomefirst.Wemustmaintaintheintegrityofourbusinessbypromotingethicalconduct,creatingaculture of compliance and avoiding even the appearance of impropriety. We must not take inappropriate advantage of our positions and access to information. We are all expected to protect and preserve the confidentiality of information entrusted to us by our clients.
Allpersonsmustcomplywithallapplicablesecuritieslaws,rulesandregulations,aswellastherulesofapplicableself-regulatoryorganizations such as the Financial Industry Regulatory Authority.
TheboardofdirectorsofSaturnaCapitalCorporation,actingforitselfanditssubsidiaries,andtheboardoftrusteesofbothSaturnaInvestment Trust and Amana Mutual Funds Trust independently adopted this Code of Ethics to assist in maintaining the highest standards of conduct.
SaturnaCapitalanditsaffiliatesencourageprivateinvestmentactivities,butsuchactivitiesmustbecarriedoutwithintheletterandspiritofthis Code.EachoftheseboardsmustapproveanymaterialchangetothisCodeofEthics.QuestionsshouldbebroughttotheattentionoftheChief Compliance Officer.
ByacceptingemploymentwiththeAdviserand/oritssubsidiaries,orassociationwithaFund,youhaveagreedtobeboundbythisCode.This Code is a part of the Saturna Manual, which governs the operations of Saturna Capital and its affiliates. Each employee annually certifies in writing his understanding of and intention to comply with this Code.
ThisCodedoesnotattempttoidentifyallpossibleconflictsofinterest,andliteralcompliancewitheachofitsspecificprovisionswillnotshieldyou from liability for front running client orders with personal trading or other unethical conduct or conduct that violates a fiduciary duty.
Section 1 - Definitions
"Adviser"
meansSaturnaCapitalCorporation,includinganyofitssubsidiaries.Adviserdoesnotincludeanyconsultantorsub-advisor whose only role is to advise on general principles
"Access Person"
means a trustee, director, officer, or employee of a Fund or the Adviser. It does not include an Independent Trustee or IndependentDirectorunlessinconnectionwithhisorherregularfunctionsordutiestheTrusteeorDirectormakes,participatesin,orobtains information regarding, the purchase or sale of Reportable Securities by a Fund, or whose functions relate to the making of any recommendation with respect to such purchases or sale
"Beneficial Ownership"
has the same meaning as used in Rule 16a-1(a)(2) under the U.S. Securities Exchange Act of 1934. "Direct or indirect beneficial ownership" means direct or indirect influence or control or ownership of any beneficial interest. The terms of Rule 16a are incorporated herein by reference and shall control any determination hereunder. In general, and without limiting the foregoing, a person has Beneficial Ownership in any securities held (i) by members of a person's immediate family sharing the same household; provided, however, thatthepresumptionofsuchBeneficialOwnershipmayberebutted;or(ii)byrelatedpartnerships,trusts,corporationsorotherarrangements "Business Entertainment" means ordinary and usual business entertainment such as an occasional meal, ticket to a sporting event or theater,orcomparableentertainment,solongasitisneithersofrequentnorsoextensiveastoraiseanyquestionofproprietyandtheperson providing the Business Entertainment must accompany the recipient to any such function
"Chief Compliance Officer"
means the person designated by the Adviser and the Fund to act in that capacity under Rule 38a1 of the U.S. Investment Company Act of 1940 or similar authority. Any action, duty, or responsibility delegated to the Chief Compliance Officer under this CodeofEthicsmay,inhisabsence,(andshall,withrespecttoactionsinvolvingthepersonaltransactionsoftheChiefComplianceOfficer)be performed by another Compliance Officer or the President. Any action, duty or responsibility of Saturna Capital's Chief Compliance Officer under this Code is the responsibility of the Compliance Officer of a subsidiary where such Officer is employed
"Fund"
meansanyregisteredinvestmentcompanyadoptingthisCodeof
Ethics
"Gift"
includesanythingofvalue,butdoesnotincludeordinaryandusual"Business
Entertainment"
"IndependentTrusteeorDirector"
meansanindependentTrusteeofaFundoranindependentDirectoroftheAdviser.Anindependent Trustee is a trustee who is not an “interested person” of a Fund within the meaning of Section 2(a)(19) of the 1940 Act. An independent Director is a director
whoisnotan“interestedperson”oftheAdviserwithinthemeaningofSection2(a)(19)(B)ofthe1940Actforanyreasonotherthanasa director of the Adviser and as an owner of direct or beneficial interests in Saturna Capital (but owner of no more than 5% of Saturna Capital’s outstanding voting securities), and (ii) who has no involvement with the day-to-day operations of the Funds or the Adviser
“InitialPublicOffering”
meansanofferingofsecuritiesregisteredundertheSecuritiesActof1933,theissuerofwhich,immediatelybefore the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934
“LimitedOffering”meansanofferingthatisexemptfromregistrationundertheSecuritiesActof1933pursuanttoSection4(2)orSection
4
(6)orpursuanttoRule504,505,or506undertheSecuritiesActof
1933
"President"
meansthepresidentofSaturnaCapital,thepresidentofasubsidiaryofSaturnaCapitalrelatingtoemployeesofthatsubsidiary, or the president of a Fund
“PortfolioManager"
meanstheperson(oroneofthepersons)responsiblefortheday-to-daymanagementofaFund,otherpooledvehicles, or the portfolio of an individually managed account
"ReportingAccount"
meanstheaccount(s)maintainedbyAccessPersonsforreportingtransactionscoveredbythisCodeonSaturna'sown portfolio system (NEPTUNE), or on any other portfolio system having the monitoring functionality required by the Chief Compliance Officer "Reportable Security" means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, mutual funds advised by Saturna Capital, hedge funds, unit trusts, and exchange-traded funds, interests in limited partnerships, shares of limited offerings,
certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities(includinganyinterestthereinorbasedonthevaluethereof)oranyput,call,straddle,option,orprivilegeenteredintoonanational securities exchange relating to foreign currency, or in general, any interest commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. Reportable Security does not include direct obligations of the Government of the United States (for any foreign subsidiary this would be direct obligations of their government) including short-term debt securities that are government securities within the meaning of law, bankers'acceptances,bankcertificatesofdeposit,commercialpaper,repurchaseagreements,otherhigh-qualityshort-termdebtinstruments, shares of registered open-end investment companies where Saturna Capital does not act an adviser, shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, 529 plans, variable contracts, and shares issued by money-market funds
.
Section 2 - Prohibited Transactions
1.
PersonalProfitfromKnowledgeofClientTransactions.
Nopersoncoveredbythiscodemayuseactualknowledgeofclient transactions to profit from such transactions.
2.
ConflictingTrades
.
NoAccessPersonshallpurchaseorsellanyReportableSecurityorderivativethereoninwhichhehas,orbecause of such order will acquire, any direct or indirect Beneficial Ownership, when to their knowledge, any Fund or client of the Adviser has a pendingorder.However,anAccessPersonmayparticipateaspartofa"bunch"orderwithsimultaneousclienttransactions.TheAdviser must determine that the “bunching” is consistent with best execution and no client is disadvantaged.
3.
Portfolio Manager and Trade Desk Personnel Restrictions.
Portfolio Managers and Trade Desk Personnel handling Fund and or advisory client orders and any account in which they have a Beneficial Ownership are limited to transactions in registered open-end investmentcompanies,exchange-tradedfunds,securitiesexcludedfromthedefinitionofReportableSecurity,andtransactionsinSaturna Capital stock. Transactions in Reportable Securities acquired prior to appointment as a Portfolio Manager or to the Trade Desk are exempted from this restriction to the extent that the transactions reduce an existing position. Likewise, transactions in Reportable Securities acquired through inheritance or gift after appointment are exempted from this restriction to the extent that the transactions reduce an existing position.
4.
InitialPublicOffering.
NoAccessPersonmaydirectlyorindirectlyacquirebeneficialownershipinanysecurityinaninitialpublic
offering.
5.
LimitedOffering(commonlyreferredtoasaPrivatePlacement).
NoAccessPersonmaydirectlyorindirectlyacquirebeneficial ownership in any security in a limited offering.
6.
PrincipalTransactions.
NoAccessPersonnortheAdvisermayeffectatransactionasprincipalwitha
client.
7. InsiderTrading.
Trading.
a.
Alldirectors,trustees,officersoremployeesofaFund,ortheAdviserareprohibitedfromtradinginanysecurity,eitherpersonallyoron behalf of others, including clients, on the basis of material non-public information or communicating material non-public information to others in violation of the law.
b.
PersonswhoareawareofthemisuseofmaterialnonpublicinformationshouldreportsuchmisusetotheChiefCompliance
Officer.
8.
Investmentrecommendationdisclosures.
NoAccessPersonmayrecommendorattempttocauseanysecuritiestransactionsbya client or participate in any investment decision without disclosing his interest in the securities.
9.
UnlawfulActions.
NoAccessPersoninconnectionwiththepurchaseorsale,directlyorindirectly,ofasecurityheldortobeacquiredby a Fund as defined in Rule 17j-1 may:
a.
Employanydevice,schemeorartificetodefraudany
client;
b.
Makeanyuntruestatementofamaterialfactto,oromittostateamaterialfactto,any
client;
c.
Engageinanyact,practiceorcourseofbusinessthatoperatesorwouldoperateasafraudordeceitonanyclient;
or
d.
Engageinanymanipulativepracticewithregardtoany
client.
Section 3 - Reporting and Approvals
1.
IndependentTrusteesandIndependentDirectors.
AnIndependentTrusteeorIndependentDirectorneednotmakeatransactionreport pursuant to this section unless he, at the time he executes a transaction in a Reportable Security, knew or in the ordinary course offulfilling his official duties, should have known that during the fifteen (15) calendar day period immediately before his transaction, a Fund purchased or sold the security, or the Fund or its Adviser considered purchasing or selling the security. In the event that this provision is triggered, the Trustee or Director may rely on paragraph (6)(c) of this Section to meet their quarterly reporting obligation.
2.
ReportingAccounts.
NoAccessPersonsmayhaveaBeneficialOwnershipinanysecuritiesaccountheldawayfromSaturnaBrokerage Services or Saturna Capital. Officers, directors, and employees of a foreign subsidiary of the Advisor are permitted to maintain securities accounts at a custodian acceptable to the subsidiaries’ Chief Compliance Officer, provided that they comply with the following provisions of this section. Reporting Accounts registrations in NEPTUNE are to be marked as "employee" to facilitate monitoring.
a.
Nolaterthan10daysafterbecominganAccessPerson,eachAccessPersonshallmeetwiththeChiefComplianceOfficertodiscuss the requirements of this Code. The Access Person shall deliver a current record (as of a date no more than 45 days prior to the date they became an Access Person) of all Securities (including name and quantity) in which the Access Person has a direct or indirect Beneficial Ownership, including the name of any broker, dealer or bank with whom the Access Person maintained an account. The Access Person shall provide evidence that the Access Person has made provision to open an account with Saturna Brokerage Services or another approved brokerage firm, and as soon as practicable, arrange to transfer all Securities holdings to that account and close any previous outside accounts.
b.
Attheendofthefirstmonthofemployment,theAccessPersonshalldemonstratethathehascompletedtheprocessofclosingall outside accounts and moving all holdings to the approved brokerage firm. The Chief Compliance Officer will provide appropriate guidance and assistance to the Access Person if needed to complete the process.
c.
AnAccessPerson'swillfulnon-compliancewithcompletionofthisprocessshallbeconsideredaviolationofthisCodeof
Ethics.
3.
ThePresidentmay
permit,inunusualcircumstancesandforgoodcause,anAccessPersontomaintainaReportingAccountawayfrom Saturna Brokerage Services or Saturna Capital. If an Access Person is permitted to maintain such an account, the Access Person:
a.
musthavenoadvanceknowledgeorcontrolofanytransactioninsuchaccount,
and
b.
shallberesponsibleformaintainingonamirroringReportingAccountanaccuratehistoryofallsecuritytransactionsthatarerequired to be reported under this Code, and
c.
shallinstructthemanagerorcustodianwithwhichsuchaccountismaintainedtosendperiodicstatementsandcopiesofsecurity transaction confirmations (if available) directly to the Chief Compliance Officer.
4.
AccessPersons
maykeeprecordsofsecuritiesinwhichtheyhaveindirectBeneficialOwnershipinseparateReportingAccount(s)from those in which they have direct Beneficial Ownership, or may combine those holdings in a single Reporting Account.
5.
Notconsideredadmission.
AnyReportingAccountsubmissionmaycontainastatementthatthereportshallnotbeconstruedasan admissionbythepersonmakingsuchreportthathehasanydirectorindirectBeneficialOwnershipinthesecuritytowhichthereport
relates.
6. Transactionreporting.
reporting.
a.
IfnotdonethroughaReportingAccount,AccessPersonsshallreporttransactionsinanysecurityinwhichsuchpersonhas,or because of such transaction acquires, any direct or indirect Beneficial Ownership.
b.
Everyreportshallbemadenotlaterthanten(10)daysaftertheendoftheexecutionofthetransaction,andshallcontainthefollowing
information:
Thedateofthetransaction,thetitleandthenumberofshares,andtheprincipalamountofeachsecurityinvolved; The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
Thepriceatwhichthetransactionwas
effected;
Thenameofthebroker,dealer,funddistributor,orbankwithorthroughwhomthetransactionwaseffected;and The date that the report was submitted.
c.
If expressly permitted by the Chief Compliance Officer, and if received by the Adviser no later than 30 days after the end of the applicablecalendarquarter,periodicstatementsorcopiesofsecuritytransactionconfirmationscontainingtheinformationrequiredby paragraph 17j-1(d)(1)(ii) of the Investment Company Act of 1940 will meet this requirement.
Section 4 - Exemptions from Prohibited Transaction and Reporting Requirements
1.
“FundDirect”Accounts.
Accountslimitedsolelytotransactionsinregisteredopen-endinvestmentcompanieswheretheAdviserdoes not act as adviser, unit investment trusts, 529 plans, and variable contracts.
2.
Exceptions and Exemptions
.
The Chief Compliance Officer may grant an exception to or exemption from this Code to any person, transactionorseriesoftransactions,providedthattheexceptionorexemptionisnotcontrarytothemandatoryrequirementsofapplicable Laws, Rules and Regulations. Exceptions or exemptions must be in writing and specify the reason(s) and any conditions imposed. In determiningwhethertograntpermissionforaninitialpublicofferingorlimitedoffering,theChiefComplianceOfficershallconsider,among other things, whether such offering should be reserved for a Fund or other client of the Adviser, and whether such transaction is being offered to the person because of his or her position with the Adviser. If an Access Person receives approval, they must disclose such investments whenever they are involved in the Adviser’s subsequent consideration of these investments for any client. Further, the decision to purchase or sell such security for any client should be made by persons with no personal direct or indirect interest in the
security.
3.
InvoluntaryTransactions.
Transactionsthatarenon-volitionalbyeithertheAccessPersonoranyclient(includingtransactionswith respect to which such Access Person has no actual advance knowledge of a given trade).
4.
AutomaticInvestmentPlans.
Transactionsmadeautomaticallyinaccordancewithapredeterminedscheduleandallocation,suchas dividend reinvestment plans.
5.
RightsOfferings.
Purchaseseffectedupontheexerciseofrightsissuedbyanissuerproratatoallholdersofaclassofitssecurities,to the extent such rights were acquired from such issuer, and sales of rights so acquired.
Section 5 - Periodic Certification
1.
On a quarterly basis, Access Persons (other than those whose trading is subject to Portfolio Manager Restrictions and have not been permittedtoholdaReportingAccountaway)shallcertifythattheyhavereviewedtheirquarter-endholdingsreportsandthatsecurities holdings in which they have a beneficial interest are accurately reflected.
2.
Onanannualbasis,AccessPersonswhosetradingissubjecttoPortfolioManagerRestrictionsandhavenotbeenpermittedtomaintaina Reporting Account away, shall certify that they have reviewed their year-end holdings reports and that securities holdings in which they have a beneficial interest are accurately reflected.
3.
Onanannualbasis,allAccessPersonsshallcertifythattheyhaveread,understand,andintendtocomplywiththis
Code.
Section 6 - Service as a Director of a Publicly Traded Company
1.
No Access Person shall serve as director of any publicly traded company without first obtaining approval of the President. Any such approval shall be based on a determination by the President that such board service will be consistent with the interests of the clients of the Adviser, and that such person serving as a director will be isolated from those making investment decisions with respect to such companybyappropriateprocedures.AtthedirectionofthePresident,inhisorhersolediscretion,suchpersonmayberequiredtoresign from such directorship.
Section 7 - Gifts and Entertainment
1.
Thegivingorreceivingofgiftsorbusinessentertainmentcouldgiverisetoapotentialoractualconflictofinterest,suchthatthegiftor entertainment is provided as a kickback or quid pro quo.
2.
Gifts:
No Access Person, whether directly or indirectly, shall give or receive a Gift in excess of $100 per year to or from any person associatedwithafinancialservicesfirmorvendordoingbusinesswith,orhopingtodobusinesswith,theFundsandorSaturna.Giftsand
entertainment connected to the purchase or sale of a Fund’s portfolio securities are not permitted. All Gifts must be reported to the Chief ComplianceOfficerwithin30daysofreceipt.Forpurposesofthisprovision,promotionalitemsofnominalvaluethatarewidelydistributed and display a gift giver’s logo, such as golf balls, shirts, towels and pens, do not fall within the definition of “Gift.”
3.
Business entertainment:
No Access Person may provide Business Entertainment to any person from whom Saturna is soliciting business or with whom Saturna is conducting business, in excess of the dollar limit applicable to such person as established by the PresidentorChiefFinancialOfficerofSaturna.TrusteesoftheFundsandinvestmentadvisoryclientsofSaturnaareexemptedfromthis
requirement.
4.
Payment or Reimbursement of Expenses:
Payments of an Access Person's or Trustee's ("Attendee") expenses in connection with meetingsheldbyanofferororbyasecuritiesbrokeragefirm,forthepurposeoftrainingoreducationoftheAttendeemaybereceived, provided that:
a.
TheAttendeekeeps,includingallcompensationreceived,thenameoftheofferororbrokeragefirm,theamountofcashreceived,and the nature and, if known, value of any non-cash compensation;
b.
TheAttendeeobtainsthePresident'spriorapprovaltoattendthe
meeting;
c.
Thelocationisappropriatetothepurposeofthemeeting,whichshallmeananofficeoftheofferororthebrokeragefirm,orafacility located in the vicinity of such office, or a regional location with respect to regional meetings;
d.
ThepaymentorreimbursementisnotappliedtotheexpensesofguestsoftheAttendee;
and
e.
Thepaymentorreimbursementbytheofferororbrokeragefirmisnotsubjecttoanyconditions.Thelimitsofthisparagraphshallnot apply to any expenses incurred by any Fund or trustee which are paid by the Adviser in connection with any meeting, conference, education or other activity of any kind related to business of a Fund.
Section 8 - Disclosures
1.
Fundtrusteedisclosures.
FundtrusteesmustdiscloseownershipinterestsinFundsecurities,qualificationsfortheirFundpositions, compensation, meeting attendance, potential conflicts of interest, and other details specified in SEC regulations which are received through an annual questionnaire. Questions are directed to Fund legal counsel and/or the Chief Compliance Officer.
2.
CodeofEthicsdisclosure.
TheFundsdiscloseintheirregistrationstatements
that:
a.
TheFundsandtheAdviserhaveadoptedthisCodeof
Ethics;
b.
ThisCodepermitspersonneltoinvestinsecuritiesfortheirownaccounts,
and
c.
ThisCodeisonpublicfile,andavailablefrom,theSEC.ThisCodeofEthicsisfiledasanexhibittotheFunds'registrationstatements and is available online at Saturna websites.
Section 9 - Administration and Enforcement
1.
The Chief Compliance Officer will administer the Code and shall be responsible for a quarterly review, as prepared by the Reporting Accountsystem,whichcomparesReportingAccountsecuritiestransactionsofAccessPersonswithcompletedportfoliotransactionsof clientstodetermine,amongotherthings,whetheraviolationofthisCodeofEthics,front-running,orinsidertradingmayhaveoccurred.
2.
Possible violations of this Code of Ethics must be reported to the Chief Compliance Officer immediately, or in the absence of the Chief Compliance Officer, to any Compliance Officer, the President, or to any Director. Possible violations shall be promptly investigated, and violations reported through the Chief Compliance Officer to the President and board of directors of the Adviser, with copies to Fund boards. Such report shall include the corrective action taken and any recommendation for disciplinary action deemed appropriate by the Chief Compliance Officer. Such recommendation shall be based on, among other things, the severity of the infraction, whether it is a first or repeat offense, and whether it is part of a pattern of disregard for the letter and intent of this Code of Ethics. The President or board of directorsoftheAdvisermayimposesuchsanctionsforviolationofthisCodeofEthicsasdeemedappropriate,including,butnotlimitedto:
a.
Oral
reprimand;
b.
Letterof
censure;
c.
Suspensionorterminationofthe
employment;
d.
Reversalofasecuritiestradeattheviolator'sexpenseandrisk,includingdisgorgementofanyprofit;
and
e.
Inseriouscases,referraltolawenforcementorregulatory
authorities.
3.
At their first regular meeting in each calendar year, the Fund boards must be provided and review an annual report from the Adviser on compliance for the previous year. The Boards must receive a certification that the Fund and the Adviser "have adopted procedures reasonablynecessarytopreventAccessPersonsfromviolating"theircodesbeforeapprovingthisCodeofEthicsand"notlessfrequently than annually" thereafter. The annual report to the Fund boards must describe any issues and material violations arising under this Code since the last report.
Appendix
A
Sarbanes-Oxley SOX Code of Ethics for the
Principal Executive Officer and Principal Financial Officer
of
AMANA MUTUAL FUNDS TRUST
SATURNA INVESTMENT TRUST
I.COVEREDOFFICERS/PURPOSEOFTHESOXCODE
CODE
ThisSarbanes-OxleySOXCodeofEthics(the“SOXCode”)fortheseriesoffunds(each,a“Fund”andcollectively,the“Funds”)ofAmana MutualFundsTrustandSaturnaInvestmentTrust(each,a“Trust”andcollectively,the“Trusts”)appliestoeachTrust’sPrincipalExecutive Officer and Principal Financial Officer (the “Covered Officers,” identified on Schedule A). The purpose of this SOX Code is to promote:
Honestandethicalconduct,includingtheethicalhandlingofactualorapparentconflictsofinterestbetweenpersonalandprofessional
relationships;
Full,fair,accurate,timely,andunderstandabledisclosureinreportsanddocumentsthataregistrantfileswith,orsubmitsto,theSECandin other public communications made by the Funds;
Compliancewithapplicablelawsandgovernmentalrulesand
regulations;
ThepromptinternalreportingofviolationsoftheSOXCodetoanappropriatepersonorpersonsidentifiedintheSOXCode;and Accountability for adherence to the SOX Code.
EachCoveredOfficershouldadheretoahighstandardofbusinessethicsandshouldbesensitivetosituationsthatmaygiverisetoactualas well as apparent conflicts of interest.
II. COVEREDOFFICERSSHOULDHANDLEETHICALLYANYACTUALANDAPPARENTCONFLICTSOFINTEREST
INTEREST
A“conflictofinterest”occurswhenaCoveredOfficer’spersonalinterestinterfereswiththeinterestsof,orhisserviceto,aFund.Forexample,a conflict of interest would arise if a Covered Officer, or a member of his family, were to receive improper personal benefits as a result of his position with a Fund.
Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisionsintheInvestmentCompanyActof1940andtheInvestmentAdvisersActof1940.Forexample,CoveredOfficersmaynotindividually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as “affiliated persons” of the investment adviser to each of the Funds. The compliance programs and procedures of the Funds and Saturna Capital Corporation (“Saturna”) are designed to prevent, or identify and correct, violations of such requirements. This SOX Code does not, and is not intended to, repeal or replace those programs and procedures, and such conflicts fall outside of the parameters of this SOX Code.
Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship betweeneachoftheFundsandSaturna,forwhichtheCoveredOfficersmayalsoserveastrustees,officers,oremployees.Asaresult,thisSOX Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for Saturna, or for both), be involvedinestablishingpoliciesandimplementingdecisionsthatwillhavedifferenteffectsonSaturnaandeachoftheFunds.Theparticipationof the Covered Officers in such activities is inherent in the contractual relationship between each of the Funds and Saturna and is consistent with theperformancebytheCoveredOfficersoftheirdutiesasofficersofoneormoreFundsand,ifaddressedinconformitywiththeprovisionsofthe Investment Company Act and the Investment Advisers Act, will be deemed to have been handled ethically. In addition, it is recognized by the Boards of Trustees of each Trust (collectively, the “Board of Trustees”) that the Covered Officers may also be directors, officers, or employees of Saturna and are covered by this SOX Code and by a separate code of ethics.
Other conflicts of interest are covered by this SOX Code, even if such conflicts of interest are not subject to provisions in the Investment CompanyActandtheInvestmentAdvisersAct.InreadingthefollowingexamplesofconflictsofinterestunderthisSOXCode,CoveredOfficers should keep in mind that such a list cannot ever be exhaustive and cannot consider every possible scenario. As such, the overarching principle that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund shall govern and shall be the standard by which a Covered Officer’s conduct is judged under this SOX Code.
EachCoveredOfficermust
not:
UsehispersonalinfluenceorpersonalrelationshipsimproperlytoinfluenceinvestmentdecisionsorfinancialreportingbyaFundwherebythe Covered Officer would benefit personally to the detriment of the Fund; and
CauseaFundtotakeaction,orfailtotakeaction,fortheindividualpersonalbenefitoftheCoveredOfficerratherthanthebenefitthe
Fund.
TherearesomepotentialconflictofinterestsituationsthatshouldbediscussedwithSaturna’sChiefLegalOfficerifmaterial.Examplesofthese
include:
Serviceasadirectorontheboardofanypublic
company;
Anydirectownershipinterestin,oranyconsultingoremploymentrelationshipwith,anyoftheFunds’serviceproviders,otherthanSaturnaor any affiliated person of Saturna;
Adirectorindirectfinancialinterestincommissions,transactioncharges,orspreadspaidbyaFundforeffectingportfoliotransactionsorfor selling or redeeming shares, other than an interest arising from the Covered Officer’s employment, such as compensation or as director, officer, shareholder, or employee of Saturna.
III. DISCLOSURE&COMPLIANCE
COMPLIANCE
ItistheresponsibilityofeachCoveredOfficertopromotecompliancewiththestandardsandrestrictionsimposedbyapplicablelaws,rules,and regulations. In addition, each Covered Officer:
Shouldfamiliarizehimselfwiththedisclosurerequirementsgenerallyapplicabletothe
Funds;
Should not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside Saturna or a Fund, including to a Trust’s Independent Trustees and auditors, and to governmental regulators and self-regulatory organizations; and Should, to the extent appropriate within his area of responsibility, consult with other officers of the Trust and employees of Saturna with the goalofpromotingfull,fair,accurate,timelyandunderstandabledisclosureinthereportsanddocumentstheFundsfilewith,orsubmitto,the SEC and in other public communications made by the Funds.
IV. REPORTINGANDACCOUNTABILITY
ACCOUNTABILITY
Saturna’sChiefLegalOfficerisresponsibleforapplyingthisSOXCodetospecificsituationsinwhichquestionsarepresentedunderitandhas the authority to interpret this SOX Code in any particular situation. The Chief Legal Officer may consult, as appropriate, with the Independent Trustees,and/orcounseltotheIndependentTrustees,andisencouragedtodoso.However,anyapprovalsorwaiverssoughtbytheCovered Persons will be considered and approved by the Independent Trustees.
EachCoveredOfficer
must:
UponadoptionoftheSOXCode,affirminwritingtotheBoardofTrusteesthathehasreceived,read,andunderstandstheSOXCode; Annually thereafter affirm to the Board of Trustees that he has complied with the requirements of the SOX Code;
ReportatleastannuallysuchaffiliationsorotherrelationshipsrelatedtoconflictsofinterestascoveredbytheAnnualDirectors&Officers
Questionnaire;
NotretaliateagainstanyemployeeormemberofSaturnaforreportsofviolationsorpotentialviolationsoflaworthisSOXCodethatare made in good faith; and
NotifySaturna’sChiefLegalOfficerpromptlyifheisawareofanyviolationorpotentialviolationoflaworthisSOXCode,recognizingthat failure to do so is itself a violation of this SOX Code.
EachoftheFundswillfollowtheseproceduresininvestigatingandenforcingthisSOX
Code:
Saturna’sChiefLegalOfficerwilltakeallappropriateactiontoinvestigateanypotentialviolationsreportedto
him;
If,aftersuchinvestigation,theChiefLegalOfficerbelievesthatnoviolationhasoccurred,theChiefLegalOfficerisnotrequiredtotakeany further action, but he shall discuss with the Trust’s Independent Trustees at its next regularly scheduled meeting his investigation and
conclusion;
AnymatterthattheChiefLegalOfficerbelievesisaviolationwillbereportedtotheIndependent
Trustees;
If the Independent Trustees concur that a violation has occurred, the Independent Trustees will consider appropriate action, which may includereviewof,andappropriatemodificationsto,applicablepoliciesandprocedures;notificationtoappropriatepersonnelofSaturna;ora recommendation to dismiss the Covered Officer;
TheIndependentTrusteeswillberesponsibleforgrantingwaivers,asappropriate;
and
AnychangestoorwaiversofthisSOXCodewill,totheextentrequired,bedisclosedasprovidedbySEC
rules.
V. OTHERPOLICIESANDPROCEDURES
PROCEDURES
This SOX Code shall be the sole SOX Code of ethics adopted by the Trusts (on behalf of each Fund) for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. To the extent that they overlap or conflict,theprovisionsofthisSOXCodesupersedethepoliciesandproceduresoftheFundsandtheFunds’adviser,principalunderwriter,and other service providers. The Funds’ and Saturna’s Code of Ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others and are not part of this SOX Code.
VI. AMENDMENTS
ExceptastotheindividualslistedonScheduleA,thisSOXCodemaynotbeamendedexceptinwrittenform,whichshallbeexplicitlyapproved or ratified by a majority vote of each Trust’s Independent Trustees.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this SOX Code shall be considered confidential and shall be maintained and protectedaccordingly.ExceptasotherwiserequiredbylaworthisSOXCode,suchmattersshallnotbedisclosedtoanyoneotherthanthe Independent Trustees and their independent legal counsel.
VIII. INTERNALUSE
USE
TheSOXCodeisintendedsolelyfortheinternalusebyeachoftheFundsanddoesnotconstituteanadmission,byoronbehalfofanyFund,as to any fact, circumstance, or legal conclusion.
SCHEDULEA
A
PersonsCoveredbythisSOXCodeof
Ethics
Positionwith
Trusts
NicholasF.
Kaiser
PrincipalExecutiveOfficer
JaneK.
Carten
PrincipalExecutiveOfficer
ChristopherR.
Fankhauser
PrincipalFinancialOfficer