EX-99 (d)(7)
QUAKER INVESTMENT TRUST
SUB-INVESTMENT ADVISORY AGREEMENT
As Amended May 9, 2002
This AGREEMENT, made as of the 26th day of October, 2000 and amended as of
the 9th day of May, 2002, is by and between Quaker Investment Trust (the
"Trust"), Quaker Funds, Inc. (the "Adviser") and Xxxxxxxxx Capital Management
Company, a Pennsylvania corporation (the "Sub-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 (the "Portfolios"), and
WHEREAS, The Trust has authorized the issuance of shares of beneficial
interest in, among others, a Portfolio known as the Quaker Mid-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, the Trust has retained Adviser to furnish investment advisory
services to the Fund pursuant to a written agreement dated May 31, 2000 and
ratified by the shareholders of the Fund on June 23, 2000; and
WHEREAS, the Trust and Adviser have retained Sub-Adviser to furnish
day-to-day investment advisory services to the Fund pursuant to the terms and
conditions of this Agreement, and Sub-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
Adviser, with the consent of the Trust and subject to the approval of the
shareholders of the Fund, hereby appoints the Sub-Adviser to provide day-to-day
investment advisory services to the Fund for the periods and on the terms set
forth in this Agreement. Sub-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 Sub-Adviser with properly certified or
authenticated copies of each of the following:
a. Resolutions of the Trust's Board of Trustees authorizing the
appointment of Sub-Adviser and approving this Agreement;
b. 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 (the "1933 Act");
c. The Trust's current Prospectus and Statement of Additional Information
(together called the "Prospectus")
The Trust will furnish Sub-Adviser from time to time 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
SEC and/or state authorities.
3. MANAGEMENT
Subject to the supervision of the Trust's Board of Trustees and Adviser,
Sub-Adviser will provide a continuous investment program for the Fund, including
investment research and management with respect to all securities, investments,
cash and cash equivalents in the Fund. Sub-Adviser will determine from time to
time what securities and other investments will be purchased, retained or sold
by the Fund. Sub-Adviser 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. Sub-Adviser further
agrees that it:
(a) Will 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) Will 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, Sub-Adviser will
attempt to obtain the best net price and the most favorable execution
of its orders. Consistent with this obligation, when Sub-Adviser
believes two or more brokers or dealers are comparable in price and
execution, Sub-Adviser may prefer: (I) brokers and dealers who provide
the Fund with research advice and other services, or who recommend or
sell Trust shares, and (II) brokers who are affiliated with the
Fund(s), Adviser, and/or Sub-Adviser; provided, however, that in no
instance will portfolio securities be purchased from or sold to
Sub-Adviser in principal transactions; and
(c) Will 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 Sub-Adviser hereunder are not to
be considered exclusive, and Sub-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 written
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consent of the Trustees of the Trust, Sub-Adviser will 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, Sub-Adviser
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 any Fund's request. Sub-Adviser 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, Sub-Adviser 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 Sub-Adviser, and Sub-Adviser 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
the Fund. All parties to this Agreement do hereby authorize and instruct the
Fund's Administrator, Citco-Quaker Fund Services, Inc., or its successor, to
provide a calculation each month of the gross amount due the Advisor, to deduct
such amounts from the investment advisory fee payable to Adviser under its
investment advisory agreement with the Fund, and to remit such fee payments
directly to Sub-Adviser.
8. LIMITATION OF LIABILITY
Sub-Adviser shall not be liable for any error of judgment, mistake of law
or for any other loss suffered by either Fund in connection with the performance
of this Agreement, except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or a loss resulting from
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
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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(a) By the vote of a majority of those members of the Board of Trustees who are
not parties to the 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
(b) By vote of either the Board of Trustees or a majority (as that term is
defined in the 0000 Xxx) of the outstanding voting securities of the Fund.
Notwithstanding the foregoing, this Agreement may be terminated by the
Trust or by Adviser or by Sub-Adviser at any time upon sixty (60) days written
notice, without payment of any penalty. Any such termination by the Trust must
be authorized by vote of the Board of Trustees or by vote of a majority of the
outstanding voting securities of the Fund. 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 the holders of a majority of the applicable Fund's outstanding voting
securities (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:
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IF TO THE TRUST: IF TO THE ADVISER:
---------------- ------------------
Quaker Investment Trust Quaker Funds, Inc.
0000 Xxxxxx Xxxxx Xxxx, Xxxxx 00 0000 Xxxxxx Xxxxx Xxxx, Xxxxx 00
X.X. Xxx 000 X.X. Xxx 000
Xxxxxx Xxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000
Xxxxxx X. Xxxx Xxxxx X. Xxxxxx
Chairman President
IF TO THE SUB-ADVISER:
----------------------
Xxxxxxxxx Capital Management Company
000 X. Xxxxxxxxxx Xxxx
Xxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxx
Its: President & CEO
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
/s/ Xxxxxx Xxxxx /s/ Xxxxxx X. Xxxx
---------------------------- -------------------------------
By: Xxxxxx Xxxxx By: Xxxxxx X. Xxxx, Xx.
Title: Secretary Title: Chairman
Attest: QUAKER FUNDS, INC.
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx X. Xxxxxx
---------------------------- -------------------------------
By: Xxxxxxx Xxxxxx By: Xxxxx X. Xxxxxx
Title: Compliance Officer Title: President
Attest: XXXXXXXXX CAPITAL
MANAGEMENT COMPANY
/s/ Xxxxx Xxxxxx. /s/ Xxxxxx Xxxxxxxxx
---------------------------- -------------------------------
By: Xxxxx Xxxxxx By: Xxxxxx Xxxxxxxxx
Title: CFO Title: President & CEO
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