Exhibit No. EX-99.23.d.3
QUAKER INVESTMENT TRUST
INVESTMENT SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into as of the 3rd day of May, 2005, by
and between Quaker Funds, Inc., a Delaware corporation ("Adviser"), and Geewax,
Terker & Co., a Pennsylvania partnership ("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, the Portfolios known as the Quaker Core Equity Fund,
Quaker Small-Cap Growth Fund, and Geewax Terker Core Value Fund (each, a "Fund,"
together, the "Funds"); 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 each Fund pursuant to an investment advisory agreement dated May
3rd, 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 each 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; and
(e) The Trust's current Prospectus and Statement of Additional Information
(together called the "Prospectus").
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.
3. Management
Subject to the supervision of the Trust's Board of Trustees and Adviser,
Subadviser will provide a continuous investment program for each Fund, including
investment research and management with respect to all securities, investments,
cash and cash equivalents held by each respective Fund. Subadviser will
determine what securities and other investments will be purchased, retained or
sold by each Fund and will execute such decisions. Subadviser will choose such
investments and otherwise provide 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. 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 each 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 Funds with research advice and other services; and (ii) brokers
who are affiliated with the Trust, Adviser, and/or Subadviser;
provided, 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 each
Fund.
4. Services Not Exclusive
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 under this Agreement are not impaired thereby;
provided, however, that without the written consent of Adviser, Subadviser shall
not serve as an investment advisor to any other investment company having
similar investment objectives to that of the Funds.
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 each Fund
are the property of such Fund and further agrees to surrender promptly to the
respective Fund any of such records upon the request of the Fund. 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 Funds.
6. Expenses
During the term of this Agreement, Subadviser will pay all expenses
incurred by it in connection with its investment advisory services furnished to
each Fund other than the costs of securities and other investments (including
brokerage commissions and other transaction charges) purchased or sold for the
Funds.
7. Compensation
With respect to each Fund, 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
five (5) business days thereafter, equal to the annual rate of 0.75% of the
average daily net assets of each respective Fund. All parties to this Agreement
do hereby authorize and instruct the Funds' administrator, Citco Mutual Fund
Services, Inc., or its successor, to provide a calculation each month of the
gross amount due the Subadviser with respect to each Fund. In the event that
Subadviser's services to a Fund begin or end at a time other than the beginning
or end of a month, fees payable to Subadviser with respect to such Fund will be
prorated for that portion of the month during which services were actually
rendered.
8. Limitation of Liability
Subadviser shall not be liable for any error of judgment, mistake of law or
for loss suffered by the Funds in connection with the performance of this
Agreement, except a loss to the Funds resulting from a breach of Subadviser's
fiduciary duties with respect to the receipt of compensation for services or a
loss to the Funds 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.
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 with respect to each Fund:
(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 each respective 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 respective 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.
(c) This Agreement will automatically terminate in the event of its
assignment (as that term is defined in the 1940 Act).
10. Amendment of this Agreement
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by a written instrument signed by the party against
which enforcement of the change, waiver, discharge or termination is sought. No
material amendment of this Agreement shall be effective until approved by vote
of a majority of the outstanding voting securities of the 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 Adviser: If to Subadviser:
Quaker Funds, Inc. Geewax, Terker & Company
000 Xxxxxxxxxx Xxxxx 000 Xxx Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000 Xxxxxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxx, Xx. Attn: Xxxx X. Xxxxxx
Chief Executive Officer General Partner
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
Attest: QUAKER FUNDS, INC.
By ________________________ By _____________________________
Name: Name:
Title: Title:
Attest: GEEWAX, TERKER & CO.
By ________________________ By _____________________________
Name: Name:
Title: Title:
