QUAKER INVESTMENT TRUST FORM OF INVESTMENT SUBADVISORY AGREEMENT
FORM OF INVESTMENT
SUBADVISORY AGREEMENT
THIS AGREEMENT is
made and entered into as of the [___] day of [______], 2009, by and
between Quaker Funds, Inc., a Delaware corporation (“Adviser”), and [_____________________],
Inc., a [___________][corporation/partnership/limited
liability company] (“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 [________________]
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:
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(a)
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The
Trust’s Amended and Restated Declaration of Trust as filed with the
Commonwealth of Massachusetts;
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(b) The
Trust’s Amended and Restated Bylaws;
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(c)
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Resolutions
of the Trust’s Board of Trustees authorizing the appointment of Subadviser
and approving this Agreement;
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(d)
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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;
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(e)
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The
Trust’s current Prospectus and Statement of Additional Information
(together called the “Prospectus”);
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(f)
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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
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(g)
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Any
other investment policies, procedures and/or restrictions applicable to
the operations of the Fund.
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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:
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(a)
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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;
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(b)
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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
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(c)
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Provide,
at its own cost, all office space, facilities and equipment necessary for
the conduct of its advisory activities on behalf of the
Fund.
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4. Services Not
Exclusive
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(a)
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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; 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.
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(b)
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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.
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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 [x.xx] % 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.
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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
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(a)
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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:
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(i)
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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
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(ii)
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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).
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(b) Notwithstanding
the foregoing, this Agreement may be terminated by:
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(i)
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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
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(ii)
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Subadviser
at any time upon sixty (60) calendar days’ written notice, without payment
of any penalty.
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(c)
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This
Agreement will automatically terminate in the event of its assignment (as
that term is defined in the 1940
Act).
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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).
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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. [insert contact
info]
000
Xxxxxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attn: Xxxxxx
X. Xxxx, Xx.
Chief Executive Officer
15. 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 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.
16. 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.
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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:
[SUB-ADVISER]
By
________________________ By
_____________________________
Name:
Name:
Title:
Title:
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