Exhibit No. EX-99.23.d.8
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
Xxxxxxx+Xxxxxxx+Xxxxx, XX, a Delaware limited 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, a Portfolio known as the Quaker Small-Cap Value 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 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 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; and
(e) The Trust's current Prospectus and Statement of Additional Information
(together called the "Prospectus").
Adviser and/or the Trust 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 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,
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
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 a
similar investment objective to that of the Fund.
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. 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. 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.
7. 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 five (5) business days
thereafter, equal to the annual rate of 0.90% of the average daily net assets of
the Fund. All parties to this Agreement do hereby authorize and instruct the
Fund's administrator, Citco Mutual Fund Services, Inc., 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.
8. 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.
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 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.
(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 Fund (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. Xxxxxxx+Xxxxxxx+Xxxxx, XX
000 Xxxxxxxxxx Xxxxx 000 Xxxxx Xxxxx Street, 20th Floor
Malvern, PA 19355 Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxx, Xx. Attn: Xxxxxxxx X. Xxxxxxx
Chief Executive Officer Managing Principal
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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: XXXXXXX+XXXXXXX+XXXXX, XX
By ________________________ By _____________________________
Name: Name:
Title: Title:
