QUAKER INVESTMENT TRUST INVESTMENT SUBADVISORY AGREEMENT
(d)(12)
THIS AGREEMENT is made and entered into as of the 27th day of August, 2008, by and
between Quaker Funds, Inc., a Delaware corporation (“Adviser”), and Xxxxxxx, Xxxxx & Associates,
Inc., a California corporation (“Subadviser”).
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 Amended
and Restated 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 Small-Cap Growth Total Return 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, Subadviser 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 an investment advisory agreement dated May 3, 2005; and
WHEREAS, Adviser, with the consent of the Trust, desires to retain Subadviser to furnish
day-to-day investment advisory services to the Fund pursuant to the terms and conditions of this
Agreement, and Subadviser 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 Subadviser to provide day-to-day
investment advisory services to the Fund for the periods and on the terms set forth in this
Agreement. Subadviser accepts the appointment and agrees to furnish the services herein set forth
for the compensation herein provided.
2. Delivery of Documents
The Trust and/or Adviser have furnished Subadviser 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 Bylaws; | ||
| (c) | Resolutions of the Trust’s Board of Trustees authorizing the appointment of Subadviser 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; | ||
| (e) | The Trust’s current Prospectus and Statement of Additional Information (together called the “Prospectus”); | ||
| (f) | All compliance policies and/or procedures adopted by the Board of Trustees of the Trust that are applicable to the operations of the Fund; and | ||
| (g) | Any other investment policies, procedures and/or restrictions applicable to the operations of the Fund. |
The Trust and/or Adviser will furnish Subadviser 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, or at such time as officially adopted by the Board of Trustees of the Trust.
3. Management
Subject to the supervision of the Trust’s Board of Trustees and Adviser, Subadviser 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.
Subadviser will determine what securities and other investments will be purchased, retained or sold
by the Fund and will execute such decisions. Subadviser 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.
Subadviser 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, Subadviser will attempt to obtain the best net price and the most favorable execution of its orders. Consistent with this obligation, when Subadviser believes two or more brokers or dealers are comparable in price and execution, Subadviser 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 Subadviser; provided, |
2
| however, that in no instance will portfolio securities be purchased from or sold to Subadviser 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. Services Not Exclusive
| (a) | Services to Other Funds. The advisory services to be furnished by Subadviser hereunder are not to be considered exclusive, and Subadviser shall be free to furnish similar services to others so long as its services to the Fund under this Agreement are not materially impaired thereby | ||
| (b) | Status of Subadviser. Subadviser shall for all purposes herein be deemed to be an independent contractor and not an agent for the Trust, the Fund or Adviser and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust, Fund or Adviser in any way. |
5. Books and Records
In compliance with Rule 31a-3 promulgated under the 1940 Act, Subadviser 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 ; provided,
however, that the Sub-Adviser may retain a copy of such records. Subadviser 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. Voting of Proxies
Unless otherwise instructed by the Adviser or the Company, the Sub-Adviser shall have the
power, discretion and responsibility to vote, either in person or by proxy, all securities in which
the assets managed by the Sub-Adviser may be invested from time to time, and shall not by required
to seek instructions from the Adviser, the Company or a Fund. The Sub-Adviser shall provide its
Proxy Voting Policy (the “Proxy Policy”), and, if requested by the Adviser, a summary of such Proxy
Policy suitable for including in the Prospectus, and will provide the Adviser with any material
amendment to the Proxy Policy within a reasonable time after such amendment has taken effect. If
both the Sub-Adviser and another person managing assets of a Fund have invested in the same
security, the Sub-Adviser and such other entity will each have the power to vote its pro rata share
of the security, the Sub-Adviser shall provide, at least annually, a record of all proxies voted by
the Sub-Adviser for any securities held by the Fund.
7. Expenses
During the term of this Agreement, Subadviser 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.
8. Compensation
Adviser will pay to Subadviser, and Subadviser will accept as full compensation for its
services rendered hereunder, an investment advisory fee, computed at the end of each month and
payable within
3
five (5) business days thereafter, equal to the annual rate of [0.50]% of the
average daily net assets of the Fund. All parties to this Agreement do hereby authorize and
instruct the Fund’s administrator, Xxxxx Brothers Xxxxxxxx & Co., or its successor, to provide a
calculation each month of the gross amount due to Subadviser. In the event that Subadviser’s
services to the Fund begin or end at a time other than the beginning or end of a month, fees
payable to Subadviser will be prorated for that portion of the month during which services were
actually rendered.
During the term of this Agreement, Subadviser may, from time to time, waive receipt of some or
all of its fee and/or reimburse the Fund for other expenses incurred by the Fund in order to assist
the Fund to maintain a certain overall expense ratio, such expense ratio to be determined by the
Subadviser at its discretion. Subadviser is under no obligation to waive receipt of its fees,
reimburse the Fund for expenses, or attempt in any manner to maintain any predetermined expense
cap. Such actions and/or waivers on the part of Subadviser are entirely voluntary. However, in
the event Subadviser does undertake such waivers and/or reimbursements, Subadviser may recover such
waived fees and/or reimbursed expenses, at Subadviser’s discretion, at any time for a period of
thirty-six months subsequent to the time such waiver or reimbursement is made.
9. Limitation of Liability
Subadviser 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 Subadviser’s fiduciary duties with respect to the receipt of compensation for
services or a loss to the Fund resulting from the Subadviser’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.
10. 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 Subadviser; or |
| (ii) | Subadviser at any time upon sixty (60) calendar days’ written notice, without payment of any penalty. |
4
| (c) | This Agreement will automatically terminate in the event of its assignment (as that term is defined in the 1940 Act). |
11. 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).
12. 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.
13. 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.
14. Governing Law
This Agreement shall be construed in accordance with, and governed by, the laws of the
Commonwealth of Pennsylvania.
15. 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. | Xxxxxxx, Xxxxx & Associates | |||
| 000 Xxxxxxxxxx Xxxxx | 0000 Xxxxxxxx Xxxx Xxxx, Xxxxx 0000 | |||
| Xxxxxxx, XX 00000 | Xxx Xxxxxxx, XX 00000 | |||
Attn:
|
Xxxxxx X. Xxxx Xx. | Attn: Chief Executive Officer | ||
| Chief Executive Officer | ||||
16. Disclosures
Neither the Trust, the Fund nor Adviser shall, without the written consent of Subadviser,
which consent shall not be unreasonably withheld, make representations regarding Subadviser or any
of its affiliates in any disclosure document, advertisement, sales literature or other promotional
materials. Subadviser shall respond in writing within five (5) business days of receipt of any
written request for
5
prior written consent and in the event Subadviser does not so respond,
Subadviser shall be deemed to have consented to the disclosure document, advertisement, sales
literature or other promotional materials submitted in writing to Subadviser.
17. Non-Liability of Trustees and Shareholders
All obligations of the Fund hereunder shall be binding only upon the assets of the Fund and
shall not be binding upon any trustee, officer, employee, agent or shareholder of the Fund.
Neither the authorization of any action by the Board of Trustees or shareholders of the Fund nor
the execution of this Agreement on behalf of the Fund shall impose any liability upon any trustee,
officer or shareholder of the Fund.
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:
|
/s/ Xxxxxxx X. Xxxxxxxx | By: | /s/ Xxxxxx Xxxxxxxx | |||||
Name:
|
Xxxxxxx X. Xxxxxxxx | Name: | Xxxxxx Xxxxxxxx | |||||
Title:
|
General Counsel/ CCO | Title: | President | |||||
| Attest: | XXXXXXX CAPITAL MANAGEMENT, INC. | |||||||
By:
|
/s/ Xxxxx Quick | By: | /s/ G. Xxxxxx Xxxxxxx | |||||
Name:
|
Xxxxx Quick | Name: | G. Xxxxxx Xxxxxxx | |||||
Title:
|
Compliance Officer | Title: | President & CEO | |||||
6
