Exhibit No. EX-99.23(d)(10)
FORM OF
QUAKER INVESTMENT TRUST
INVESTMENT SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into as of the __ day of ______, 2006,
by and between Quaker Funds, Inc. ("Adviser") and DG Capital Management, Inc.
("Sub-Adviser").
RECITALS
WHEREAS, Quaker Investment Trust (the "Trust") is organized under the laws
of the state of Massachusetts as an unincorporated business trust operating and
registered as an open-end management investment company of the series type under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust is authorized by its Amended and Restated Declaration of
Trust and bylaws to issue separate Portfolios of shares representing interests
in separate investment portfolios (the "Portfolios"); and
WHEREAS, the Trust has authorized the issuance of shares of beneficial
interest in, among others, a Portfolio known as the Quaker Global Growth Fund
(the "Fund"); and
WHEREAS, Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and engages in
the business of asset management; and
WHEREAS, Sub-Adviser is registered as an investment adviser under the
Advisers Act and engages in the business of asset management; and
WHEREAS, the Trust has retained Adviser to furnish investment advisory
services to the Fund pursuant to a written agreement dated _________, 2006; and
WHEREAS, Adviser, with the consent of the Trust, desires to retain
Sub-Adviser to furnish day-to-day investment advisory services to the Fund
pursuant to the terms and conditions of this Agreement, and Sub-Adviser is
willing to so furnish such services,
NOW THEREFORE, in consideration of the foregoing and the agreements and
covenants herein contained, the parties hereto, intending to be legally bound,
agree as follows:
1. Appointment
Adviser, with the consent of the Trust, hereby appoints Sub-Adviser to
provide day-to-day investment advisory services to the Fund for the periods and
on the terms set forth in this Agreement. Sub-Adviser accepts the appointment
and agrees to furnish the services herein set forth for the compensation herein
provided.
2. Delivery of Documents
The Trust has furnished Sub-Adviser with properly certified or
authenticated copies of each of the following:
(a) Resolutions of the Trust's Board of Trustees authorizing the appointment of
Sub-Adviser and approving this Agreement;
(b) The Trust's most current Registration Statement on form N-1A promulgated
under the 1940 Act and under the Securities Act of 1933, as amended; and
(c) The Trust's current Prospectus and Statement of Additional Information
(together called the "Prospectus").
Adviser and/or the Trust will furnish Sub-Adviser with properly certified
or authenticated copies of all amendments of or supplements to the foregoing at
the same time as such documents are required to be filed with the U.S.
Securities and Exchange Commission ("SEC") and/or state authorities.
3. Management
Subject to the supervision of the Trust's Board of Trustees and Adviser,
Sub-Adviser will provide a continuous investment program for the Fund, including
investment research and management with respect to all securities, investments,
cash and cash equivalents held by the Fund. Sub-Adviser will determine what
securities and other investments will be purchased, retained or sold by the Fund
and will execute such decisions. Sub-Adviser will provide the services under
this Agreement in accordance with the Fund's investment objectives, policies and
restrictions as such are set forth in the Prospectus from time to time.
Sub-Adviser further agrees that it will employ such efforts as required pursuant
to its fiduciary responsibilities under the Advisers Act, to:
(a) Conform its activities to all applicable rules and Regulations of the
SEC and will, in addition, conduct its activities under this Agreement in
accordance with the regulations of any other federal and state agencies
which may now or in the future have jurisdiction over its activities under
this Agreement;
(b) Place orders pursuant to its investment determinations for the Fund
either directly with the respective issuers or with any broker or dealer.
In placing orders with brokers or dealers, Sub-Adviser will attempt to
obtain the best net price and the most favorable execution of its orders.
Consistent with this obligation, when Sub-Adviser believes two or more
brokers or dealers are comparable in price and execution, Sub-Adviser may
prefer: (i) brokers and dealers who provide the Fund with research advice
and other services; and (ii) brokers who are affiliated with the Trust,
Adviser, and/or Sub-Adviser; provided, however, that in no instance will
portfolio securities be purchased from or sold to Sub-Adviser in principal
transactions; and
(c) Provide, at its own cost, all office space, facilities and equipment
necessary for the conduct of its advisory activities on behalf of the Fund.
4. Exclusive Services
[Sub-Adviser shall not, during the term of this agreement, furnish similar
investment advisory services to any other investment funds registered under the
1940 Act, with the exception of the Quaker Strategic Growth Fund.]
5. Books and Records
In compliance with Rule 31a-3 promulgated under the 1940 Act, Sub-Adviser
hereby agrees that all records which it maintains for the benefit of the Fund
are the property of the Fund and further agrees to surrender promptly to the
Fund any of such records upon the Fund's request. Sub-Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 promulgated under the 1940
Act, the records required to be maintained by it pursuant to Rule 31a-1
promulgated under the 1940 Act that are not maintained by others on behalf of
the Fund.
6. Expenses
During the term of this Agreement, Sub-Adviser will pay all expenses
incurred by it in connection with its investment advisory services furnished to
the Fund other than the costs of securities and other investments (including
brokerage commissions and other transaction charges) purchased or sold for the
Fund.
7. Compensation
Adviser will pay to Sub-Adviser, and Sub-Adviser will accept as full
compensation for its services rendered hereunder, an investment advisory fee,
computed at the end of each month and payable within five (5) business days
thereafter, equal to the annual rate of 1.25% of the average daily net assets of
the Fund. All parties to this Agreement do hereby authorize and instruct the
Fund's administrator, Citco Mutual Fund Services, Inc., or its successor, to
provide a calculation each month of the gross amount due to Sub-Adviser. In the
event that Sub-Adviser's services to the Fund begin or end at a time other than
the beginning or end of a month, fees payable to Sub-Adviser will be prorated
for that portion of the month during which services were actually rendered.
8. Limitation of Liability
Sub-Adviser shall not be liable for any error of judgment, mistake of law
or loss suffered by the Fund in connection with the performance of this
Agreement, except a loss to the Fund resulting from a breach of Sub-Adviser's
fiduciary duties with respect to the receipt of compensation for services or a
loss to the Fund resulting from the Sub-Adviser's willful malfeasance, bad faith
or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations or duties under this Agreement.
9. Duration and Termination
(a) This Agreement shall become effective as of the date first written
above and, unless sooner terminated as provided herein, shall continue in effect
for two years. Thereafter, this Agreement shall be renewable for successive
periods of one year each, provided such continuance is specifically approved
annually:
(i) by the vote of a majority of those members of the Board of
Trustees who are not parties to this Agreement or interested persons
of any such party (as that term is defined in the 1940 Act), cast in
person at a meeting called for the purpose of voting on such approval;
and
(ii) by either the affirmative vote of a majority of the Board of
Trustees or the vote of a majority of the outstanding voting
securities of the Fund (as such a majority is defined in the 1940
Act).
(b) Notwithstanding the foregoing, this Agreement may be terminated by:
(i) Adviser, if such termination is approved by the vote of the Board
of Trustees of the Trust or the vote of a majority of the outstanding
voting securities of the Fund (as such a majority is defined in the
1940 Act), at any time without the payment of any penalty, upon sixty
(60) calendar days' written notice to Sub-Adviser; or
(ii) Sub-Adviser at any time upon sixty (60) calendar days' written
notice, without payment of any penalty.
(c) This Agreement will automatically terminate in the event of its
assignment (as that term is defined in the 1940 Act).
10. Amendment of this Agreement
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by a written instrument signed by the party against
which enforcement of the change, waiver, discharge or termination is sought. No
material amendment of this Agreement shall be effective until approved by vote
of a majority of the outstanding voting securities of the Fund (as defined in
the 1940 Act).
11. Miscellaneous
The captions in this Agreement are included for convenience of reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of the Agreement shall not be affected thereby. This Agreement shall
be binding on, and shall inure to the benefit of, the parties hereto and their
respective successors.
12. Counterparts
This Agreement may be executed in counterparts by the parties hereto, each
of which shall constitute an original, and all of which, together, shall
constitute one Agreement.
13. Governing Law
This Agreement shall be construed in accordance with, and governed by, the
laws of the Commonwealth of Pennsylvania.
14. Notices
Except as otherwise provided in this Agreement, any notice or other
communication required by or permitted to be given in connection with this
Agreement will be in writing and will be delivered in person or sent by first
class mail, postage prepaid or by prepaid overnight delivery service to the
respective parties as follows:
If to Adviser: If to Sub-Adviser:
Quaker Funds, Inc. DG Capital Management, Inc.
000 Xxxxxxxxxx Xxxxx 000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000 Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxx, Xx. Attn: Xxxx Xxxxxxx
Chief Executive Officer President
[SIGNATURES ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
Attest: QUAKER FUNDS, INC.
By: ______________________________ By: ______________________________
Name: Name:
Title: Title:
Attest: DG CAPITAL MANAGEMENT, INC.
By: ______________________________ By: ______________________________
Name: Name:
Title: Title:
