Exhibit No. EX-99.23.d.1
QUAKER INVESTMENT TRUST
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into as of this 3rd day of May, 2005, by
and between Quaker Investment Trust, a Massachusetts business trust (the
"Trust") and Quaker Funds, Inc., a Pennsylvania corporation ("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 (each, a "Fund," together, the "Funds"); and
WHEREAS, the Trust has authorized the issuance of shares of beneficial
interest in the Funds 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; 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 Funds, and such other Funds 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 Funds
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; and
(e) The Trust's current Prospectus and Statement of Additional Information
(together called the "Prospectus").
The Trust will furnish 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 general supervision of the Trust's Board of Trustees (the
"Board"), Adviser will be responsible for providing a continuous investment
program for the Funds, including investment research and management with respect
to all securities, investments, cash and cash equivalents held by the Funds.
Adviser may, with the prior written consent of the Board and the approval
of the shareholders of the applicable Funds, as required by applicable law,
employ persons or entities to serve as investment sub-advisers to one or more
Funds. Such shareholder approval will not be required to employ or terminate
investment sub-advisers for the Funds, if the Trust and Adviser obtain exemptive
relief from the SEC permitting a manager of managers structure and/or the SEC
subsequently adopts a rule authorizing the employment of the manager of managers
structure by investment companies and investment advisers. 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
Funds. The investment activities of such sub-advisers, if any, as such services
relate to the Funds, 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 Fund's investment objectives, policies
and restrictions as such are set forth in the Prospectus from time to time.
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 adopted
by 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) Monitor the investment activities of any sub-adviser which it employs
to ensure that such sub-adviser conducts its activities with respect
to the applicable Fund(s) in accordance with the Prospectus and any
and all federal and/or state laws and regulations relating to the
applicable Fund(s);
(c) Place orders, or monitor the placement of orders by sub-advisers,
pursuant to good faith investment determinations for the Funds either
directly with the respective issuers or with appropriate brokers and
dealers. In placing orders with brokers or dealers, the Adviser, 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 Fund(s) with research advice and other services; 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; and
(d) 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 Funds.
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 Funds.
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 Fund
as set forth on Schedule A, which Schedule A may be amended from time to time by
mutual agreement of the Trust, Adviser and shareholders as applicable. All
parties to this Agreement do hereby expressly authorize and instruct the Trust's
administrator, Citco Mutual Fund Services, Inc. (the "Administrator"), or its
successor, to provide, in accordance with the fees set forth on Schedule A, a
calculation of the gross amounts due to the Adviser for each Fund ("Advisory
Fees") and to remit such Advisory Fees to the Adviser. All Advisory Fees payable
to Advisor 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 at
an annual rate of the percentage of the average daily net assets of the
respective Funds. In the event that the Adviser's services to a Fund begin or
end at a time other than the beginning or end of a month, fees payable to
Adviser will be prorated for that portion of the month during which services
were actually rendered to the Fund.
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 Fund in connection with the
performance of this Agreement, except a loss to the Trust or to any Fund
resulting from Adviser's breach of fiduciary duties with respect to the receipt
of compensation for services or a loss resulting from 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 applicable Funds (as such a majority is defined
in the 1940 Act).
(b) Notwithstanding the foregoing, this Agreement may be terminated by:
(i) the vote of the Board of Trustees of the Trust or the vote of a
majority of the outstanding voting securities of the applicable
Funds (as such a majority is defined in the 0000 Xxx) at any
time, without the payment of any penalty, upon sixty (60)
calendar days' written notice to Adviser; or
(ii) 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 the
vote of a majority of the outstanding voting securities of the applicable Funds
(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 Adviser:
Quaker Investment Trust Quaker Funds, Inc.
000 Xxxxxxxxxx Xxxxx 000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx Attn: Xxxxxx X. Xxxx, Xx.
Chairman Chief Executive Officer
[SIGNATURE 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 INVESTMENT TRUST
By By
Name: Name:
Title: Title:
Attest: QUAKER FUNDS, INC.
By By
Name: Name:
Title: Title:
Schedule A
Quaker Investment Trust
Portfolios of the Trust
As amended May 3rd, 2005
The following Funds offered by Quaker Investment Trust (the "Trust"), and
the fees payable to Quaker Funds, Inc. ("Adviser") for services rendered to each
such Fund, are as follows:
--------------------------------------- ----------------------------------------
Name of Fund Annual Fee Rate
(as percentage of average
daily net assets)
--------------------------------------- ----------------------------------------
Quaker Core Equity Fund 1.05%
--------------------------------------- ----------------------------------------
Quaker Strategic Growth Fund 1.30%
--------------------------------------- ----------------------------------------
Quaker Mid-Cap Value Fund 1.05%
--------------------------------------- ----------------------------------------
Quaker Small-Cap Value Fund 1.20%
--------------------------------------- ----------------------------------------
Quaker Small-Cap Growth Fund 1.05%
--------------------------------------- ----------------------------------------
Quaker Fixed Income Fund Assets $0 to $100 million - 0.65%
Assets in excess of $100 million - 0.60%
--------------------------------------- ----------------------------------------
Geewax Terker Core Value Fund 1.05%
--------------------------------------- ----------------------------------------
Quaker Capital Opportunities Fund 1.05%
--------------------------------------- ----------------------------------------
Quaker Biotech Pharma-Healthcare Fund 1.45%
--------------------------------------- ----------------------------------------
Quaker Small-Cap Trend Fund Assets $0 to $100 million - 1.20%
Assets in excess of $100 million -1.10%
--------------------------------------- ----------------------------------------
The following table shows the fees payable to the respective sub-advisers
by the Adviser for investment sub-advisory services rendered to each Fund:
-------------------------------------- ------------------------------- -----------------------
Name of Fund Name of Sub-Adviser Annual Fee Rate, as
percentage of average
daily net assets
-------------------------------------- ------------------------------- -----------------------
Quaker Core Equity Fund Geewax, Terker & Co. 0.75%
-------------------------------------- ------------------------------- -----------------------
Quaker Strategic Growth Fund D.G. Capital Management, Inc. 0.75%
-------------------------------------- ------------------------------- -----------------------
Quaker Mid-Cap Value Fund Global Capital Management, Inc. 0.75%
-------------------------------------- ------------------------------- -----------------------
Quaker Small-Cap Value Fund Xxxxxxx+Xxxxxxx+Xxxxx, XX 0.90%
-------------------------------------- ------------------------------- -----------------------
Quaker Small-Cap Growth Fund Geewax, Terker & Co. 0.75%
-------------------------------------- ------------------------------- -----------------------
Quaker Fixed Income Fund Xxxxxx Capital Management, LLC See next page
-------------------------------------- ------------------------------- -----------------------
Geewax Terker Core Value Fund Geewax, Terker & Co. 0.75%
-------------------------------------- ------------------------------- -----------------------
Quaker Capital Opportunities Fund Xxxxx Capital Management 0.75%
-------------------------------------- ------------------------------- -----------------------
Quaker Biotech Pharma-Healthcare Fund Sectoral Asset Management, LC 0.95%
-------------------------------------- ------------------------------- -----------------------
Quaker Small-Cap Trend Fund TrendStar Advisors, LLC See next page
-------------------------------------- ------------------------------- -----------------------
Quaker Small-Cap Trend Fund - sub-advisory fees equal to an annual rate of:
0.70 % of the average daily net assets of the Fund on assets up to $100 million;
and
0.60 % of the average daily net assets of the Fund on assets above $100 million.
Quaker Fixed Income Fund - sub-advisory fees equal to an annual rate of:
0.35 % of the average daily net assets of the Fund on assets up to $100 million;
and
0.30% of the average daily net assets of the Fund on assets above $100 million.
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IN WITNESS WHEREOF, the parties hereto have caused this Schedules A to the
Agreement For Investment Advisory Services by and between the Trust and Quaker
Funds, Inc., dated as of the 3rd day of May, 2005 to be executed by their
officers designated below as of the 3rd day of May, 2005.
Attest: QUAKER INVESTMENT TRUST
By By
Name: Name:
Title: Title:
Attest: QUAKER FUNDS, INC.
By By
Name: Name:
Title: Title:
