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EXHIBIT 23D(1)
MASTER INVESTMENT ADVISORY AGREEMENT
QUAKER INVESTMENT TRUST
AMENDED AGREEMENT, DATED OCTOBER 1, 2001 to
AGREEMENT FOR INVESTMENT ADVISORY SERVICES
DATED JUNE 16, 2001
THIS AMENDED AGREEMENT is made as of this 1st day of October, 2001, between
Quaker Investment Trust (the "Trust") and Quaker Funds, Inc., a Pennsylvania
corporation (the "Adviser").
RECITALS
WHEREAS, 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 by-laws 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 ("Shares") in the Portfolios which are identified on Schedule A
attached hereto and incorporated herein, which Schedule A may be amended from
time to time by mutual agreement of the Trust and Adviser (the "Portfolios"),
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, the Trust desires to retain Adviser to furnish investment advisory
services to the Portfolios, and such other Portfolios as may be added from time
to time by mutual agreement of the parties, pursuant to the terms and conditions
of this Agreement, and 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
The Trust hereby appoints Adviser to act as investment adviser to the
Portfolios for the periods and pursuant to the terms and conditions as set forth
in this Agreement. 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 Adviser with properly certified or authenticated
copies of each of the following:
a. The Trust's Amended and Restated Declaration of Trust as filed with
the Commonwealth of Massachusetts;
b. The Trust's Amended and Restated By-Laws;
c. Resolutions of the Trust's Board of Trustees authorizing the
appointment of Adviser and approving this Agreement;
d. 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 (the "1933 Act");
e. The Trust's current Prospectus and Statement of Additional Information
(together called the "Prospectus")
The Trust will furnish Adviser from time to time 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 SEC and/or state
authorities.
3. Management
Subject to the general supervision of the Trust's Board of Trustees (the
"Board"), Adviser will be responsible for providing a continuous investment
program for the Portfolios, including investment research and management with
respect to all securities, investments, cash and cash equivalents held by the
Portfolios.
Adviser may, with the prior written consent of the Board and the approval of the
appropriate Trust shareholders, as required, employ persons or entities to serve
as sub-advisers to one or more Portfolios. The Adviser and/or such sub-advisers,
if any, may, in their sole discretion, determine from time to time what
securities and other investments will be purchased, retained or sold by the
Portfolios. The investment activities of such sub-advisers, if any, as such
services relate to the Portfolios, will at all times be subject to the general
supervision and control of Adviser. Adviser will provide, through its own
efforts itself and/or through the medium of its previously approved
sub-adviser(s), the services under this Agreement in accordance with each
Portfolio's investment objectives, policies and restrictions as such are set
forth in the Prospectus from time to time. Adviser further agrees that it:
(a) Will 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) Will monitor the investment activities of any sub-adviser which it
employs to insure that such sub-adviser conducts its activities with
respect to the applicable Portfolio(s) in accordance with the
Prospectus and any and all federal and/or state laws and regulations
relating to the applicable Portfolio(s);
(c) Will place orders, or monitor the placement of orders by sub-advisers,
pursuant to good faith investment determinations for the Portfolios
either directly with the respective issuers or with appropriate
brokers and dealers. In placing orders with brokers or dealers, the
Advisor, or sub-adviser(s) under the supervision of Adviser, will
attempt to obtain the best net price and the most favorable execution
of its orders. Consistent with this obligation, when Adviser, or
Adviser's duly authorized sub-adviser(s), believes two or more brokers
or dealers are comparable in price and execution, Adviser, or
Adviser's duly authorized sub-adviser(s), may prefer: (I) brokers and
dealers who provide the Portfolio(s) with research advice and
other services, or who recommend or sell Trust shares, and (II)
brokers who are affiliated with the Trust, Adviser or sub-adviser;
provided, however, that in no instance will portfolio securities be
purchased from or sold to Adviser or any sub-adviser in principal
transactions;
(d) Will provide, at its own cost, all office space, facilities and
equipment necessary for the conduct of its advisory activities on
behalf of the Trust.
4. Services not Exclusive
The services to be furnished by Adviser hereunder are not to be considered
exclusive, and Adviser shall be free to furnish similar services to others so
long as its services under this Agreement are not impaired thereby; provided,
however, that without the prior written consent of the Board, Adviser will not
serve as an investment advisor to any other investment company having a similar
investment objective to that of the Trust.
5. Books and Records
In compliance with Rule 31a-3 promulgated under the 1940 Act, Adviser hereby
agrees that all records which it maintains for the benefit of the Trust are the
property of the Trust and further agrees to surrender promptly to the Trust any
of such records upon the Trust's request. Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 the records required to be maintained by it
pursuant to such Rule that are not maintained by others on behalf of the Trust.
6. Expenses
During the term of this Agreement, Adviser will pay all expenses incurred by it
in connection with its investment advisory services furnished to the Trust other
than the costs of securities and other investments (including brokerage
commissions and other transaction charges) purchased or sold for the Portfolios.
7. Compensation
The Trust will pay Adviser, and Adviser will accept as full compensation for its
services rendered hereunder, the investment advisory fees for each Portfolio as
set forth on Schedule B attached hereto and incorporated herein, which Schedule
B may be amended from time to time by mutual agreement of the Trust, Adviser and
shareholders as applicable. All fees payable to Adviser pursuant to this
Agreement shall be computed at the end of each month and payable within five (5)
business days thereafter, and shall be computed as an annual rate as a
percentage of the average daily net assets of the applicable Portfolio. All
parties to this Agreement do hereby expressly authorize and instruct the Trust's
Administrator, Declaration Service Company or its successor, to provide, in
accordance with the fees set forth on Schedule B, a calculation each month of
the gross amounts due Adviser for each Portfolio and to remit such fee payments
hereunder promptly to Adviser.
8. Limitation of Liability
Adviser shall not be liable for any error of judgment, mistake of law or for any
other loss suffered by the Trust or any Portfolio in connection with the
performance of this Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful malfeasance, bad faith or gross negligence on
Adviser's 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
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:
(a) By the affirmative vote of a majority of those members of the Board
who are not parties to the 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
(b) By affirmative vote of either a majority of the entire Board or a
majority (as that term is defined in the 0000 Xxx) of the outstanding
voting securities of the Trust.
Notwithstanding the foregoing, this Agreement may be terminated by the Trust or
by Adviser at any time upon sixty (60) days written notice, without payment of
any penalty; provided, however that termination by the Trust must be authorized
by majority vote of the Board or by vote of a majority of the outstanding voting
securities of the Trust. 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 the holders of a majority of the Fund's outstanding voting securities (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 the Trust: If to the Adviser:
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Quaker Investment Trust Quaker Funds, Inc..
0000 Xxxxxx Xxxxx Xxxx, Xxxxx 00 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 00
Xxxxxx Xxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
Xxxxxxx X. Xxxx Xxxxx X. Xxxxxx
Chairman President
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 INVESTMENT TRUST
By: _______________________ By:
Title: Xxxxxxx Xxxx
Title: Chairman
Attest: QUAKER FUNDS, INC.
By: ________________________ By:
Title: Xxxxx X. Xxxxxx
Title: President
Schedule A
Quaker Investment Trust
Portfolios of the Trust
The following Portfolios and Classes of Shares are offered by the Trust and
subject to this Agreement:
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Class A Class B Class C No-Load Shares
Name of Portfolio Shares Shares Shares
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Quaker Core Equity Fund X X X X
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Quaker Aggressive Growth Fund X X X X
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Quaker Large-Cap Value Fund X X X X
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Quaker Mid-Cap Value Fund X X X X
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Quaker Small-Cap Value Fund X X X X
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Quaker High Yield Fund X X X X
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Quaker Small-Cap Growth Fund X X X X
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Quaker Money Market Fund X
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Quaker-Long Bow Science & Technology Fund X
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Schedule B
Quaker Investment Trust
Compensation Schedule
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Annual Fee Rate, as percentage of
Name of Portfolio average daily net assets
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Quaker Core Equity Fund 0.80%
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Quaker Aggressive Growth Fund 1.05%
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Quaker Large-Cap Value Fund 0.80%
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Quaker Mid-Cap Value Fund 0.80%
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Quaker Small-Cap Value Fund 0.95%
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Quaker High Yield Fund 0.55%
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Quaker Small-Cap Growth Fund 0.80%
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Quaker Money Market Fund 0.55%
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Quaker-Long Bow Science & Technology Fund
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