ADMINISTRATIVE AGENCY AGREEMENT
THIS AGREEMENT is made as of November 27, 2006 by and between XXXXX BROTHERS XXXXXXXX &
CO., a limited partnership organized under the laws of the State of New York (the
“Administrator”), and QUAKER INVESTMENT TRUST, a Massachusetts business trust (the “Fund” on
behalf of each series listed on Appendix A to this Agreement each a “Portfolio” and
collectively, the “Portfolios”).
WITNESSETH:
WHEREAS, the Fund is registered with the United States Securities and Exchange Commission as
a management investment company under the Investment Company Act of 1940, as amended (the “1940
Act”); and
WHEREAS, the Fund desires to retain the Administrator to render certain services to the
Fund, and the Administrator is willing to render such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
parties hereto agree as follows:
1. Appointment of Administrator. The Fund hereby employs and appoints the Administrator to act as
its administrative agent on the terms set forth in this Agreement, and the Administrator accepts
such appointment.
2. Delivery of Documents. The Fund will on a continuing basis provide the Administrator with:
2.1 properly certified or authenticated copies of resolutions of the Fund’s Board of
Trustees authorizing the appointment of the Administrator as administrative agent of the Fund and
approving this Agreement;
2.2 a copy of the Fund’s most recent registration statement;
2.3 copies of all agreements between the Fund and its service providers, including without
limitation, advisory, distribution and administration agreements and distribution and/or
shareholderservicing plans;
2.4 a copy of the Fund’s valuation procedures;
2.5 a copy of the Fund’s Amended and Restated Declaration of Trust and Bylaws;
2.6 any other documents or resolutions (including but not limited to
directions or resolutions of the Fund’s Board of Trustees) which
relate to or affect the Administrator’s performance of its duties
hereunder or which the
1
Administrator may at any time reasonably request; and
2.7 copies of any and all amendments or supplements to the
foregoing.
3. Duties as Administrator. Subject to the supervision and direction of the Fund’s Board of
Trustees, the Administrator will perform the administrative services described in Appendix B
hereto. Additional services may be provided by the Administrator upon the request of the Fund as
mutually agreed from time to time. In performing its duties and obligations hereunder, the
Administrator will act in accordance with the Fund’s instructions as defined in Section 5
(“Instructions”). Except as provided in Appendix B hereto, the Administrator shall not be
responsible for the Fund’s compliance with any applicable documents, laws or regulations, or for
losses, costs or expenses arising out of the Fund’s failure to comply with said documents, laws
or regulations or the Fund’s failure or inability to correct any non-compliance therewith. The
Administrator shall in no event be required to take any action, which is in contravention of any
applicable law, rule or regulation or any order or judgment of any court of competent
jurisdiction.
3.1 Records. The Administrator will maintain and retain such records as required by the
1940 Act and other applicable federal securities laws and created pursuant to the
performance of the Administrator’s obligations under this Agreement. The Administrator will
maintain such other records as requested by the Fund and received by the Administrator. The
Administrator shall not be
responsible for the accuracy and completeness of any records not created by the
Administrator. The Administrator acknowledges that the records maintained and preserved by
the Administrator pursuant to this Agreement are the property of the Fund and will be, at
the Fund’s expense, surrendered promptly upon reasonable request. In performing its
obligations under this Section, the Administrator may utilize micrographic and electronic
storage media as well as independent third party storage
facilities.
3.2 Procedures. The Administrator represents and warrants that it has compliance policies
and procedures relating to its administrative responsibilities which have been prepared in
accordance with Rule 38a-l under the 1940 Act The Administrator will promptly furnish
the Fund’s Chief Compliance Officer with summaries of such policies and procedures at any
time upon request and
will notify the Fund’s Chief Compliance Officer of any material changes to the foregoing compliance policies and procedures.
will notify the Fund’s Chief Compliance Officer of any material changes to the foregoing compliance policies and procedures.
3.3 CCO Report Materials. The Administrator will cooperate with the Fund in connection with
the review by the Fund’s Chief Compliance Officer of the Administrator’s administrative
operations in connection with the preparation of the yearly written report to the Board
contemplated by Rule 38a-l(a)(4)(iii) under the 0000 Xxx.
2
3.4 Compliance with Organizational Documents. In performing all services under this
Agreement, the Administrator shall act in conformity with the Fund’s Declaration of Trust
and Bylaws, each as may be amended from time to time, and all of the investment
objectives, investment policies and other practices and policies set forth in the Fund’s
registration statement, and any compliance policies and procedures of the Fund that are
communicated to the Administrator, as the same may be amended from time to time.
4. Duties of the Fund. The Fund shall notify the Administrator promptly of any matter affecting
the performance by the Administrator of its services under this Agreement and where the
Administrator is providing fund accounting services pursuant to this Agreement shall promptly
notify the Administrator as to the accrual of liabilities of the Fund, liabilities of the Fund not
appearing on the books of account kept by the Administrator as to the existence, status and proper
treatment of reserves, if any, authorized by the Fund. Where the Administrator is providing
portfolio compliance monitoring services pursuant to this Agreement,
the Fund agrees to notify the Administrator in the event the Fund or any officer, employee or agent
of the Fund detects a possible non-compliance of the Fund with its investment restrictions,
policies and limitations. The Fund agrees to provide such information to the Administrator as may
be requested under the banking and securities laws of the United States or other jurisdictions
relating to “Know Your Customer” and money laundering prevention rules and regulations
(collectively, the “KYC Requirements”). For purposes of this
subsection, and in connection with all applicable KYC Requirements, the Fund and each Portfolio is
the “client” or “customer” of the Administrator. The Fund further represents that it will perform
all obligations required under applicable KYC Requirements with respect to its “customers” (as
defined in the KYC Requirements) and that, because these customers do not constitute “customers” or
“clients” of the
Administrator under such applicable rules and regulations, the Administrator is under no such
similar
obligations.
5. Instructions.
5.1 The Administrator shall not be liable for, and shall be indemnified by the Fund against
any and all losses, costs, damages or expenses arising from or as a result of, any action
taken or omitted in reliance upon Instructions or upon any other written notice, request,
direction, instruction, certificate or other instrument believed by it to be genuine and
signed or authorized by the proper party or parties. A list of persons so authorized by the
Fund (“Authorized Persons”) is attached hereto as Appendix C and upon which the
Administrator may rely until its receipt of notification to the contrary by the Fund.
3
5.2 Instructions shall include a written request, direction, instruction or certification signed or
initialed on behalf of the Fund by one or more persons as the Board of Trustees of the Fund shall
have from time to time authorized in writing. Those persons authorized to give Instructions may be
identified by the Board of Trustees by name, title or position and will include at least one
officer empowered by the Board to name other individuals who are authorized to give Instructions on
behalf of the Fund.
5.3 Telephonic or other oral instructions or instructions given by telefax transmission may be
given by any one of the above persons and will also be considered Instructions if the Administrator
believes them to have been given by a person authorized to give such Instructions with respect to
the transaction involved.
5.4 With respect to telefax transmissions, the Fund hereby acknowledges that (i) receipt of legible
instructions cannot be assured, (ii) the Administrator cannot verify that authorized signatures on
telefax instructions are original, and (iii) the Administrator shall not be responsible for losses
or expenses incurred through actions taken in reliance on such telefax instructions. The Fund
agrees that such telefax instructions shall be conclusive evidence of the Fund’s Instruction to the
Administrator to act or to omit to act.
5.5 Instructions given orally will not be confirmed in writing and the lack of such confirmation
shall in no way affect any action taken by the Administrator in reliance upon such oral
Instructions.
The Fund authorizes the Administrator to tape record any and all telephonic or other oral
Instructions given to the Administrator by or on behalf of the Fund (including any of its officers, directors,
trustees, employees or agents or any investment manager or adviser or person or entity with similar
responsibilities which is authorized to give Instructions on behalf of the Fund to the
Administrator.)
Expenses and Compensation.
6.1 Fees, For the services to be rendered and the facilities to be furnished by the Administrator
as provided for in this Agreement, each Portfolio shall pay the Administrator for its services
rendered pursuant to this Agreement a fee based on the Fee Schedule attached hereto as Appendix D
as may from time to time be agreed upon in writing by the Fund and the Administrator. Additional
services performed by the Administrator as requested by the Fund shall be subject to additional
fees as mutually agreed from time to time. In addition to such fee, the Administrator shall xxxx
each Portfolio, separately for any out-of-pocket disbursements of the Administrator based on an
out-of-pocket schedule as may from time to time be agreed upon in writing by the Fund and the
Administrator. The foregoing fees and disbursements shall be billed to each Portfolio by the
Administrator and shall be paid promptly by wire transfer or other appropriate means to the
Administrator.
4
6.2 Transactions. In the case of the following transactions, not in the ordinary course of
business, namely, (i) the merger of a Portfolio into or the consolidation of a Portfolio
with another investment company or series thereof; (ii) the sale by a Portfolio of all, or
substantially all, of the assets of the Portfolio to another investment company or series
thereof; or (iii) the liquidation or dissolution of a Portfolio and distribution of the
assets of the Portfolio, upon the payment of the fees, disbursements and expenses of the
Administrator owed by such Portfolios through the then remaining term of this Agreement,
the Administrator will complete all actions reasonably necessary in connection with such
merger, consolidation, or sale upon the order of the Fund set forth in an officers’
certificate, accompanied by a certified copy of a resolution of the Board authorizing any
of the foregoing transactions. Upon completion of such actions and the payment of all such
fees, disbursements and expenses of the Administrator by the applicable Portfolio, this
Agreement will terminate as to such Portfolio and the Administrator shall be released from
any and all obligations hereunder as they relate to such Portfolio.
7. Standard of Care. The Administrator shall be held to the exercise of reasonable care and
diligence in carrying out the provisions of this Agreement, provided that the Administrator shall
not thereby be required to take any action which is in contravention of any applicable law, rule or
regulation or any order or judgment of any court of competent jurisdiction.
8. General Limitations on Liability. The Administrator shall incur no liability with respect to
any telecommunications, equipment or power failures, or any failures to perform or delays in
performance by postal or courier services or third-party information providers (including without
limitation those listed on Appendix D).
8.1 The Administrator shall also incur no liability under this Agreement if the
Administrator or any agent or entity utilized by the Administrator shall be prevented,
forbidden or delayed from performing, or omits to perform, any act or thing which this
Agreement provides shall be performed or omitted to be performed, by reason of causes or
events beyond its control, including but not limited to:
8.1.1 any Sovereign Event. A “Sovereign Event” shall mean any nationalization;
expropriation; devaluation; revaluation; confiscation; seizure;
cancellation; destruction; strike; act of war, terrorism, insurrection or
revolution; or any other act or event beyond the Administrator’s control;
8.1.2 any provision of any present or future law, regulation or order of the
United States or any state thereof, or of any foreign country or political
subdivision thereof, or of any securities depository or clearing agency; and
5
8.1.3 any provision of any order or judgment of any court of competent
jurisdiction.
8.2 The Administrator shall not be held accountable or liable for any losses, damages or
expenses the Fund or any shareholder or former shareholder of the Fund or any other person
may suffer or incur arising from acts, omissions, errors or delays of the Administrator in
the performance of its obligations and duties as provided in Section 3 hereof, including
without limitation any error of judgment or mistake of law, except a damage, loss or expense
directly resulting from the Administrator’s willful malfeasance, bad faith or
negligence in the performance of such administrator’s obligations and duties.
8.3 In no event and under no circumstances shall the Administrator be held liable to the
other party for consequential or indirect damages, loss of profits, damage to reputation or
business or any other special or punitive damages arising under or by reason of any provision
of this Agreement or for any act or omissions hereunder, even if the Administrator has been
advised of the possibility of such damages or losses.
9. Specific Limitations on Liability. In addition to, and without limiting the application of the
general limitations on liability contained in Section 8, above, the following specific limitations
on the Administrator’s liability shall apply to the particular administrative services set forth on
Appendix B hereto.
9.1 Portfolio Compliance Monitoring. The compliance monitoring of the investments of the
Fund and/or each Portfolio with respect to investment restrictions and policies is subject
to parameters that may vary over time and which may be beyond the control or knowledge of
the Administrator. Consequently, the results of the monitoring as notified by the
Administrator to the Fund are to be considered merely as an indication of possible
non-compliance with the investment restrictions and policies of the Fund and/or Portfolio
rather than an affirmative statement as to non-compliance with the investment restrictions
and policies. Moreover, the Administrator may not detect a breach and consequently might not
notify the Fund thereof if information or data in its possession are inaccurate, incomplete
or ambiguous. The Board of Trustees of the Fund shall remain fully responsible for ensuring
compliance of the investments of the Fund and each Portfolio with its investment
restrictions and policies and the services provided by the Administrator in monitoring
investment restrictions and policies shall not be deemed to be a delegation of the Board’s
responsibility to the Administrator. In addition, the Fund agrees that the Administrator
shall not be
6
liable for the accuracy, completeness or use of any information or data that Xxxxxxx River
Development “ComplianceMaster” Automated Compliance System or any other compliance system used by
the Administrator generates in connection with such administrative compliance monitoring on any
given date.
9.2 Liability for Fund Accounting Services. Without limiting the provisions in Section 8 hereof,
the Administrator’s liability for acts, omissions, errors or delays relating to its fund
accounting obligations and duties shall be limited to the amount of any expenses associated with
a required recalculation of net asset value per share (“NAV”) or any direct damages suffered by
shareholders in connection with such recalculation. The Administrator’s liability or
accountability for such acts, omissions, errors or delays shall be further subject to clauses
9.2.1 through 9.2.4 below.
9.2.1. The parties hereto acknowledge that the Administrator’s causing an error or
delay in the determination of NAV may, but does not in and of itself, constitute negligence
or reckless or willful misconduct. The parties further acknowledge that in accordance with
industry practice, the Administrator shall be liable and the recalculation of NAV shall be
performed only with regard to errors in the calculation of the NAV that are greater
than or equal to $.01 per share of a Fund. If a recalculation of NAV occurs, the Fund agrees
to reprocess shareholder transactions or take such other action(s) so as to eliminate or
minimize to the extent possible the liability of the Administrator.
9.2.2. In no event shall the Administrator be liable or responsible to the Fund, any
present or former shareholder of the Fund, or any other person for any error or delay that
continued or was undetected after the date of an audit performed by the certified public
accountants employed by the Fund if, in the exercise of reasonable care in accordance with
generally accepted accounting standards, such accountants should have become aware of such
error or delay in the course of performing such audit.
9.2.3 The Administrator shall not be held accountable or liable to the Fund, any
shareholder or former shareholder of a Portfolio or any other person for any delays or
losses, damages or expenses any of them may suffer or incur resulting from (i) the
Administrator’s usage of a third party service provider for the purpose of storing records
delivered to the Administrator by the Fund and which the Administrator did not create in
the performance of its obligations hereunder; (ii) the Administrator’s failure to receive
timely and suitable notification concerning quotations or corporate actions relating to or
affecting portfolio securities of the Fund; or (iii) any errors in the computation of NAV
based upon or arising out of quotations or information as to corporate actions if received
by the Administrator either (a)
7
from a source which the Administrator was authorized to rely upon (including, but
not limited to, the fair value pricing procedures of any investment manager of
adviser of the Fund and those sources listed on Appendix E), (b) from a source
which in the Administrator’s reasonable judgment was as reliable a source for such
quotations or information as such authorized sources, or (c) relevant information
known to the Fund or its service provider which would impact the calculation of NAV
but which is not communicated by the Fund or its service providers to the
Administrator. To the extent that Fund assets are not in the custody of the
Administrator, the Administrator may conclusively rely on any reporting in
connection with such assets provided to the Administrator by a third party on
behalf of the Fund.
9.2.4. In the event of any error or delay in the determination of such NAV for
which the Administrator may be liable, the Fund and the Administrator will consult
and make good faith efforts to reach agreement on what actions should be taken in
order to mitigate any loss suffered by the Fund or a Portfolio’s present or former
shareholders, in order that the Administrator’s exposure to liability shall be
reduced to the extent possible after taking into account all relevant factors and
alternatives. It is understood that in attempting to reach agreement on the actions
to be taken or the amount of the loss which should appropriately be borne by the
Administrator, the Fund and the Administrator will consider such relevant factors as
the amount of the loss involved, the Fund’s desire to avoid loss of shareholder good
will, the fact that other persons or entities could have been reasonably expected to
have detected the error sooner than the time it was actually discovered, the
appropriateness of limiting or eliminating the benefit which shareholders or former
shareholders might have obtained by reason of the error, and the possibility that
other parties providing services to the Fund might be induced to absorb a portion of
the loss incurred.
10. Indemnification. The Fund hereby agrees to indemnify the Administrator against and hold it
harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from any act, omission, error or delay or any claim,
demand, action or suit, in connection with or arising out of performance of its obligations and
duties under this Agreement, not resulting from the willful malfeasance, bad faith or negligence
of the Administrator in the performance of such obligations and duties. Notwithstanding anything
in this Agreement to the contrary, in no event shall a Portfolio, the Fund or any of their
officers, trustees or employees (collectively, the “Fund Indemnified Parties”) be liable to the
Administrator or any third party, and the Administrator shall indemnify and hold the Portfolios,
the Fund and the Fund Indemnified Parties harmless from and against any Claim to the extent
arising as a
8
result of the negligence, willful misfeasance, bad faith or reckless disregard of duties of the
Administrator under this Agreement. The provisions of this Section 10 shall survive the
termination of this Agreement.
11. Reliance by the Administrator on Opinions of Counsel and Opinions
of Certified Public Accountants.
The Administrator may consult with its counsel or the Fund’s counsel in any case where so
doing appears to the Administrator to be necessary or desirable. The Administrator shall not be
considered to have engaged in any misconduct or to have acted negligently and shall be without
liability in acting upon the advice of its counsel or of the Fund’s counsel.
The Administrator may consult with a certified public accountant or the Fund’s Treasurer in
any case where so doing appears to the Administrator to be necessary or desirable. The
Administrator shall not be considered to have engaged in any misconduct or to have acted
negligently and shall be without liability in acting upon the advice of such certified public
accountant or of the Fund’s Treasurer.
12. Termination of Agreement. This Agreement may be terminated by either party in
accordance with the provisions of this Section.
12.1 This Agreement shall have an initial term of three (3) years from the date hereof.
Thereafter, this Agreement shall automatically renew for successive one (1) year periods
unless either party terminates this Agreement by written notice effective no sooner than
seventy-five (75) days following the date that notice to such effect shall be delivered to
the other party at its address set forth herein. Notwithstanding the foregoing provisions,
either party may terminate this Agreement at any time (a) for cause, which as a material
breach of the Agreement not cured within sixty (60) days, in which case termination shall
be effective upon written receipt of notice by the non-terminating party, or upon thirty
(30) days written notice to the other party in the event that the either party is adjudged
bankrupt or insolvent, or there shall be commenced against such party a case under any
applicable bankruptcy, insolvency, or other similar law now or hereafter in effect. In the
event a termination notice is given by a party hereto, all expenses associated with the
movement of records and materials and the conversion thereof shall be paid by the Fund for
which services shall cease to be performed hereunder. The Administrator shall be
responsible for completing all actions in progress when such termination notice is given
unless otherwise agreed.
12.2. Upon termination of the Agreement in accordance with this Section 12, the Fund may request
the Administrator to promptly deliver to the Fund or to any designated third party all records
created and maintained
9
by the Administrator pursuant to Section 3.1 of this Agreement, as well as any Fund records
maintained but not created by the Administrator. If such request is provided in writing by the
Fund to the Administrator within seventy-five (75) days of the date of termination of the
Agreement, the Administrator shall provide to the Fund a certification that all records created
by the Administrator pursuant to its obligations under Section 3.1 of this Agreement are accurate
and complete. After seventy-five (75) days of the date of termination of this Agreement, no such
certification will be provided to the Fund by the Administrator and the Administrator is under no
further obligation to ensure that records created by the Administrator pursuant to Section 3.1 of
this Agreement are maintained in a form that is accurate or complete.
Confidentiality.
13.1 The parties hereto agree that each shall treat confidentially the terms and conditions of this
Agreement and all information provided by each party to the other regarding its business and
operations. All confidential information provided by a party hereto shall be used by any other
party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement
and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party
(except for the Fund’s outside legal counsel and accountants) without the prior consent of such
providing party. The foregoing shall not be applicable to any information that is publicly
available when provided or thereafter becomes publicly available other than through a breach of
this Agreement, or that is required to be disclosed by or to any Regulatory Authority, any auditor
of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law.
13.2 In addition, the parties further agree that any Nonpublic Personal Information, as defined
under Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the Xxxxx-Xxxxx-
Xxxxxx Act (the “Act”), disclosed by a party hereunder is for the specific purpose of permitting
the other party to perform the services set forth in this Agreement. Each party agrees that, with
respect to such information, it will comply with Regulation S-P and the Act and that it will not disclose any
Nonpublic Personal Information received in connection with this Agreement, to any other party,
except as necessary to carry out the services set forth in this Agreement or as otherwise permitted
by Regulation S-P or the Act. The parties acknowledge that there will be instances where each party
will have in its possession Nonpublic Personal Information obtained outside of the relationship
contemplated under this Agreement that is the same Nonpublic Personal Information that is obtained
pursuant to this Agreement, and that disclosure of such Nonpublic Personal Information to any
affiliate or third party will be subject to the privacy policies referenced in the privacy notices
provided to such consumers and customers by the respective party to this Agreement.
10
14. Tape-recording. The Fund authorizes the Administrator to tape record any and all telephonic
or other oral instructions given to the Administrator by or on behalf of the Fund, including from
any Authorized Person. This authorization will remain in effect until and unless revoked by the
Fund in writing. The Fund further agrees to solicit valid written or other consent from any of its
employees with respect to telephone communications to the extent such consent is required by
applicable law.
15. Entire Agreement; Amendment This Agreement constitutes the entire understanding and agreement
of the parties hereto and supersedes any other oral or written agreements heretofore in effect
between the parties with respect to the subject matter hereof. No provision of this Agreement may
be amended or
terminated except by a statement in writing signed by the party against which enforcement of the amendment or termination is sought.
terminated except by a statement in writing signed by the party against which enforcement of the amendment or termination is sought.
16. Severability. In the event any provision of this Agreement is determined to be void or
unenforceable, such determination shall not affect the remainder of this Agreement, which shall
continue to be in force.
17. Headings. The section headings in this Agreement are for the convenience of reference only
and shall not modify, define, expand or limit any of the terms or provisions thereof.
18. Governing Law. This Agreement shall be governed by and construed according to the laws of the
Commonwealth of Massachusetts without giving effect to conflicts of laws principles and each of the
parties hereto irrevocably consents to the exclusive jurisdiction of the courts of the Commonwealth
of Massachusetts in the City of Boston and the federal courts located in the City of Boston. The
fund irrevocably waives any
objection it may now or hereafter have to the laying of venue of any action or proceeding in any of the aforesaid courts and any claim that any such action or proceeding has been brought in an inconvenient forum. Furthermore, each party hereto irrevocably waives any right that it may have to trial by jury in any action, proceeding or counterclaim arising out of or related to this Agreement or the services contemplated hereby.
objection it may now or hereafter have to the laying of venue of any action or proceeding in any of the aforesaid courts and any claim that any such action or proceeding has been brought in an inconvenient forum. Furthermore, each party hereto irrevocably waives any right that it may have to trial by jury in any action, proceeding or counterclaim arising out of or related to this Agreement or the services contemplated hereby.
19. Notices. Notices and other writings delivered or mailed postage prepaid to the Fund
addressed to the Fund at 000 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000, Attention: Xxxxxx Xxxxxxxx, or
to such other address as the Fund may have designated to the Administrator in writing, or to the
Administrator at 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attention: Manager, Fund Administration
Department, or to such other address as the Administrator may have designated
11
to the Fund in writing, shall be deemed to have been properly delivered or given hereunder to
the respective addressee.
20. Binding Effect; Assignment This Agreement shall be binding upon and inure to the benefit of
the Fund and the Administrator and their respective successors and assigns, provided that no party
hereto may assign this Agreement or any of its rights or obligations hereunder without the written
consent of the other party. Each party agrees that only the parties to this Agreement and/or their
successors in interest shall have a right to enforce the terms of this Agreement. Accordingly, no
client of the Fund or other third party shall
have any rights under this Agreement and such rights are explicitly disclaimed by the parties.
have any rights under this Agreement and such rights are explicitly disclaimed by the parties.
21. Counterparts. This Agreement maybe executed in any number of counterparts each of which
shall be deemed to be an original. This Agreement shall become effective when one or more
counterparts have been signed and delivered by each of the parties. A photocopy or telefax of
the Agreement shall be acceptable evidence of the existence of the Agreement and the Administrator
shall be protected in relying on the photocopy or telefax until the Administrator has received the
original of the Agreement.
22. Exclusivity. The services furnished by the Administrator hereunder are not to be deemed
exclusive, and the Administrator shall be free to furnish similar services to others.
23. Authorization. The Fund hereby represents and warrants that the Fund’s Board of Trustees has
authorized the execution and delivery of this Agreement and that an authorized officer of the Fund
has signed this Agreement, Appendices A, B, C, and D and the Fee Schedule hereto.
24. Series. The Administrator acknowledges and agrees that each Portfolio is separately, and not
jointly and severally, liable for its respective obligations hereunder, and that the Administrator
shall look solely to the accounts of such Portfolio for payment. No officer, trustee, shareholder
or agent of the Fund, nor any investment adviser or subadviser of any Portfolio, nor any of their
officers, directors, employees or agents, shall be personally liable for any obligations of any
Portfolios.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their duly authorized officers as of the date first written above.
The undersigned acknowledges that (I/we) have received a copy of this document.
12
| XXXXX BROTHERS XXXXXXXX & CO |
||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Managing Director | |||
| Date: | November 29, 2006 | |||
| QUAKER INVESTMENT TRUST |
||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Names: Xxxxxx Xxxxxxxx | ||||
| Title: | Secretary | |||
| Date: | December 5, 2006 | |||
13
APPENDIX A
TO
ADMINISTRATIVE
AGENCY
AGREEMENT
TO
ADMINISTRATIVE
AGENCY
AGREEMENT
The following is a list of Portfolios for which the Administrator shall serve under an
Administrative Agency Agreement dated as of December 11, 2006:
Quaker Strategic Growth Fund
Quaker Core Equity Fund
Quaker Small-Cap Growth Fund
Quaker Capital Opportunities Fund
Quaker Biotech Pharma-Healthcare Fund
Quaker Mid-Cap Value Fund
Quaker Small-Cap Value Fund
Quaker Core Value Fund
Quaker Core Equity Fund
Quaker Small-Cap Growth Fund
Quaker Capital Opportunities Fund
Quaker Biotech Pharma-Healthcare Fund
Quaker Mid-Cap Value Fund
Quaker Small-Cap Value Fund
Quaker Core Value Fund
| QUAKER INVESTMENT TRUST |
||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Names: Xxxxxx Xxxxxxxx | ||||
| Title: | Secretary | |||
| Date" | December 5, 2006 | |||
14
Fund Accounting Services
The Administrator will provide the following fund accounting services to each Portfolio each day
that such Portfolio and the New York Stock Exchange (“NYSE”) is open (each a “Business Day”):
transaction processing and review, custodial reconciliation, securities pricing and investment
accounting.
Transaction Processing and Review. The Administrator shall input and reconcile each Portfolio’s
investment activity including with respect to:
| • | Investment taxlots | ||
| • | Income | ||
| • | Dividends | ||
| • | Principal paydowns | ||
| • | Capital activity | ||
| • | Expense accruals | ||
| • | Cash activity | ||
| • | Corporate Reorganizations |
Custodial Reconciliation. The Administrator shall reconcile the following positions of each
Portfolio against the records of the Custodian:
| • | Securities holdings | ||
| • | Cash including cash transfers, fees assessed and other investment related cash transactions | ||
| • | Trade settlements |
Securities Pricing, The Administrator shall update each security position of each Portfolio as to
the following:
| • | Market prices obtained from approved sources including those listed on Appendix E or Fair Valuations obtained from an Authorized Person of the Fund | ||
| • | Xxxx to market of non-base receivables/payables utilizing approved foreign exchange quotations as quoted in Appendix E | ||
| • | Xxxx to market of non-base currency positions utilizing the approved sources quoted in Appendix E or Fair Valuations obtained from an Authorized Person of the Fund |
Investment Accounting. The Administrator shall provide the following investment accounting services
to each Portfolio:
| • | Amortization/accretion at the individual tax lot level | ||
| • | General ledger entries | ||
| • | Book value calculations | ||
| • | Trade Date + 1 accounting | ||
| • | Calculation of Net Asset Value Per Share (“NAV”) as of the close of business of the NYSE |
15
Portfolio Compliance Monitoring Services
The Administrator shall perform the following compliance monitoring services with respect to the
investments of each Portfolio on each Business Day unless otherwise specified (“Portfolio
Compliance Monitoring Services”):
| • | Trade date plus one monitoring of each Portfolio’s investments with respect to the investment restrictions, policies and limitations as described in the current prospectus and statement of additional information, which shall be provided to the Administrator by the Fund, and agreed to by the Administrator and Fund |
| • | Monitoring of policies, restrictions and limitations with respect to certain derivative investments is performed monthly (or as requested) |
| • | Trade date plus one monitoring of each Portfolio’s investments with respect to the 1940 Act requirements and rules thereunder (including Rule 2a-7 if applicable) and applicable Internal Revenue Code rules and regulations as described in Exhibit A attached hereto |
| • | Rule 17g-l monitoring shall be performed monthly as requested | ||
| • | Qualifying income monitoring with respect to Subchapter M compliance shall be performed monthly |
| • | Trade date plus one monitoring of other portfolio investment restrictions, policies and limitations at such times as may be agreed in writing by the Fund and Administrator | ||
| • | The Administrator shall notify the Fund’s Chief Compliance Officer (“CCO”) or such other Authorized Person as may be agreed to by the Fund in the event and at such times as the Administrator detects possible non-compliance with a Portfolio’s investment restrictions, policies and limitations (“Daily Exception Reporting”) | ||
| • | Provide the Fund’s CCO or such other Authorized Person as may be agreed to by the Fund a monthly report summarizing the results of the Portfolio Compliance Monitoring Services (“Monthly Summary Reporting”) | ||
| • | Provide the Fund’s Board of Trustees/Directors a quarterly report summarizing the results of the Portfolio Compliance Monitoring Services (“Quarterly Board Summary Reporting”) | ||
| • | Assist the Fund in producing quarterly brokerage-related reports for the Fund’s Board of Trustees/Directors as requested by the Fund and agreed to by the Administrator |
Financial Reporting Services
| • | The Administrator shall accumulate information for and prepare: |
| • | Within a 60-day production cycle, one annual and one semi-annual shareholder report for the Fund per fiscal year, such preparation includes the coordination of all printer and author edits, the review of printer drafts and the coordination |
16
| of the audit of the Fund by its independent public auditor (e.g. manage open items lists, host weekly audit meeting, etc.) |
| • | one annual report and one semi-annual report on Form N-SAR | ||
| • | one first fiscal quarter report and one third fiscal quarter report on Form N-Q | ||
| • | one annual report and one semi-annual report on Form N-CSR | ||
| • | one annual Rule 24f-2 Notice |
| • | Upon acceptance of each above-mentioned report by the Fund’s Treasurer and/or Chief Financial Officer, the Administrator shall edgarize and file such reports as required, including any applicable executed officer certifications or other exhibits. | ||
| • | Quarterly calculation and reporting of each Portfolio’s portfolio turnover |
| • | Preparation of the following quarterly report for the Funds’ Board of Trustees/Directors (in Administrator’s Reporting Format or such other format as agreed to between the Administrator and the Fund): |
| • | Statements of Changes in Net Assets |
17
Assistant Treasurer Services
| • | Prepare and obtain authorization of Fund expense invoices on a bi-monthly basis | ||
| • | Prepare the Fund’s quarterly budget and make recommendations for adjustments as appropriate | ||
| • | Prepare a monthly expense pro forma | ||
| • | Provide an “Assistant Treasurer” who may be approved as an officer of the Fund by the Board of Trustees/Directors | ||
| • | Provide consultative services with respect to financial matters of the Fund as may be requested and agreed to by the Fund and Administrator from time to time |
Tax Support Services
| • | Prepare fiscal year end and excise tax distribution calculations | ||
| • | Prepare monthly, quarterly and annual income distributions as described in each Portfolio’s prospectus | ||
| • | Prepare annual capital gain distribution(s) including spillback amounts as required |
||
| • | Prepare tax-related ROCSOP entries for fund accounting purposes | ||
| • | Review required tax disclosures (such as tax cost, long term capital gain and tax exempt designation, foreign tax credits, dividend received deductions and qualified dividend income pass throughs) in the Fund’s financial statements | ||
| • | Prepare and file federal, state and local (if any) income tax returns, including tax return extension requests | ||
| • | Prepare shareholder year-end tax information | ||
| • | Calculate the amounts and characterizations of distributions declared during the calendar year for Form 1099/DIV reporting | ||
| • | Consult with the Fund’s Authorized Persons regarding potential passive foreign investment companies (“PHCs”) | ||
| • | Prepare wash sales calculations and other differences required for tax purposes | ||
| • | Consult with the Fund’s Authorized Persons on various tax issues as requested and with the Fund’s independent public accountant when appropriate | ||
| • | Provide tax research as requested |
Performance Measurement Services
| • | Calculate time weighted total returns for each Portfolio (by class, if applicable) and report such returns to the Fund on a monthly basis, and SEC after-tax returns on an annual basis | ||
| • | If applicable, calculate 30-day SEC yields and report such returns to the Fund on a monthly basis | ||
| • | Provide and review each Portfolio’s performance information disclosed in its financial |
18
| statements, prospectus and statement of additional information |
| • | On a monthly basis, reconcile total return calculations to those reported by major database companies | ||
| • | At the Fund’s request, report portfolio holdings to identified database companies |
19
Attribution Calculation and Reporting Services (not included in Standard
Performance Measurement Services)
Corporate Secretarial Services
| • | Monitor good standing of the Fund in its state of organization as may be required | ||
| • | Provide an “Assistant Secretary” who may be approved as an officer of the Fund by the Board of Trustees/Directors | ||
| • | Maintain calendar for Board matters/approvals | ||
| • | Prepare quarterly Board and Audit Committee meeting materials, including notices, scripts, agendas, resolutions, memoranda, minutes, and mail to Board of Directors/Trustees and such other persons as instructed by Authorized Persons of the Fund | ||
| • | Attend quarterly Board and Audit Committee meetings, take minutes of the meetings, make presentations as required and follow up on matters raised at the meetings | ||
| • | In accordance with Rule 3 la-2 under the 1940 Act, maintain those records received or created by the Administrator, which are required to be maintained by Rule 31a-l(b)(4) under the 1940 Act |
Regulatory Support Services
| • | Maintain calendar for all regulatory matters | ||
| • | Prepare one annual update to the Fund’s registration statement and file the same with the SEC (includes coordination of the update with Fund personnel, Fund counsel and independent auditors) | ||
| • | Prepare up to four supplements (“Stickers”) to the Fund’s registration statement per calendar year | ||
| • | Assist the Fund in obtaining a fidelity bond and D&O/E&O insurance policies in accordance with the 1940 Act and applicable rules thereunder | ||
| • | File the fidelity bond with the SEC | ||
| • | Assist the Fund in preparing one annual Form N-PX filing per calendar year and file the same with the SEC | ||
| • | Review and comment on shareholder reports | ||
| • | Assist in monitoring regulatory proposals and changes that may affect the Fund |
| QUAKER INVESTMENT TRUST |
||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Secretary | |||
| Date: | December 5, 2006 | |||
20
APPENDIX C ADMINISTRATIVE
AGENCY AGREEMENT List of
Authorized Persons
AGENCY AGREEMENT List of
Authorized Persons
Xxxxxxx Xxxx, Sr.
Xxxxxx Xxxxx
Xxxxxx Xxxxxxxx
Xxxxxx Xxxxx
Xxxxxx Xxxxxxxx
| QUAKER INVESTMENT TRUST |
||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Secretary | |||
| Date: | December 5, 2006 | |||
21
APPENDIX D TO
ADMINISTRATIVE
AGENCY AGREEMENT
ADMINISTRATIVE
AGENCY AGREEMENT
| I. | Fund Accounting Charges |
Annual Asset based Charges
|
2.50 basis points on assets up to $2bn | |||
| 2.00 basis point on assets over $2bn | ||||
Annual Additional Share Class Charge
|
$500 per share class |
| II. | Fund Administration* |
Annual Assets based Charges:
|
3.00 basis points on assets up to $2bn | |||
| 2.50 basis point on assets over $2bn |
| • | Includes Compliance, Financial Reporting, Performance, Tax, Legal Support, Assistant Treasurer Support, Corporate Secretarial Services. | ||
| • | Special Board or Audit Committee Meetings, Regular Board or Audit Committee Meetings in excess of 4 per year or additional committee meetings will be charged additional fees of approximately $2,500 to $5,000 or more per such meeting depending on the complexity of the meeting and other factors. | ||
| • | Additional separate prospectuses and SAIs will be charged additional fees to be determined at the time of the request. | ||
| • | Additional stickers will be charged a minimum filing fee of $500 or more depending on the complexity of the sticker and other factors. |
| III. | Annual Account Minimum Charges* |
Fund Accounting Fund Administration |
$45,000 per fund $15,000 per fund |
| * | Minimums do not apply if, on an annual, aggregate / relationship level, the asset charges exceed the account minimum charges. |
| IV. | Accounting & Administration Out-of-Pocket Expenses |
Out-of-pocket expenses including, but not limited to, postage, courier and overnight mail
charges, telephone and telecommunication charges including fax charges, duplicating charges
including those relating to filings with federal and state regulatory authorities and Board meeting
materials, forms and supplies including those relating to Board meeting materials, travel and
lodging expenses relating to travel to and from Board meetings, customized computer programming
requests, charges for Edgarizing documents, pricing service charges, record retention, retrieval
and destruction costs, locally mandated charges, telex expenses, audit reporting expenses, legal
expenses, and other expenses as agreed to by the parties from time to time, would be additional.
| V. | Term |
3 years
00
XXXXXXXX X TO
ADMINISTRATIVE
AGENCY
AGREEMENT
AUTHORIZED
SOURCES
ADMINISTRATIVE
AGENCY
AGREEMENT
AUTHORIZED
SOURCES
The Fund hereby acknowledges that the Administrator is authorized to use the following authorized
sources and their successors and assigns for financial reporting, compliance monitoring,
performance measurement, pricing (including corporate actions, dividends and rights offering), and
foreign exchange quotations, to assist it in fulfilling its obligations under the aforementioned
Agreement.
XXXXXXXXX
XXXXXXX/MELLON
EXTEL (LONDON)
FUND MANAGERS
INTERACTIVE DATA CORPORATION
REPUTABLE BROKERS
REUTERS
SUBCUSTODIAN BANKS
TELEKURS
VALORINFORM (GENEVA)
REPUTABLE FINANCIAL PUBLICATIONS
STOCK EXCHANGES
FINANCIAL INFORMATION INC. CARD
11 XXXXX
FRI CORPORATION
XXXXXX XXXXXXX CAPITAL INTERNATIONAL
Other data source:
XXXXXXX/MELLON
EXTEL (LONDON)
FUND MANAGERS
INTERACTIVE DATA CORPORATION
REPUTABLE BROKERS
REUTERS
SUBCUSTODIAN BANKS
TELEKURS
VALORINFORM (GENEVA)
REPUTABLE FINANCIAL PUBLICATIONS
STOCK EXCHANGES
FINANCIAL INFORMATION INC. CARD
11 XXXXX
FRI CORPORATION
XXXXXX XXXXXXX CAPITAL INTERNATIONAL
Other data source:
| QUAKER INVESTMENT TRUST |
||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Secretary | |||
| Date: | December 5, 2006 | |||
23
