QUAKER INVESTMENT TRUST SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Exhibit (g)(3)
SECOND AMENDMENT TO THE
THIS SECOND AMENDMENT dated as of the 1st day of March, 2016, to the Custody Agreement, dated as of January 9, 2013, as amended March 20, 2014 (the "Agreement"), is entered into by and between QUAKER INVESTMENT TRUST, a Massachusetts trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Custodian").
RECITALS
WHEREAS, the parties have entered into the Agreement; and
WHEREAS, the Trust and USBFS desire to amend the fees and the term of the Agreement; and
WHEREAS, Article XV, Section 15.02 of the Agreement allows for its amendment
by a written instrument executed by all parties.
NOW, THEREFORE, the parties agree to the following:
Exhibit C shall be superseded and replaced with Amended Exhibit C attached hereto.
Article XIII, Section 13.01 Effective Period; is hereby superseded and replaced with the following:
13.01 Effective Period. This Agreement shall become effective as of January 1, 2016 and will continue in effect for a period of three years.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
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U.S. BANK NATIONAL ASSOCIATION
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By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Secretary
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Title: Senior Vice President
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Amended Exhibit C to the Custody Agreement – Quaker Investment Trust
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CUSTODY SERVICES
FEE SCHEDULE at January, 2016
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Annual Fee Based Upon Market Value Per Fund*
__ basis point on average daily market value of all long securities and cash held in the portfolio.
Minimum annual fee per fund - $__ (applies only to funds without foreign assets)
Plus portfolio transaction fees
Fee Reduction: 10% of the minimum annual fee for the first six months of 2016
Portfolio Transaction Fees
§ $__ /book entry DTC transaction/Federal Reserve transaction/principal paydown
§ $__ /U.S. Bank repo agreement transaction, reverse repurchase agreement, time deposit/CD or other non-depository transaction
§ $__ /option/future contract written, exercised or expired
§ $__ /mutual fund trade/Fed wire/margin variation Fed wire
§ $__ /physical transaction
§ $__ /segregated account per year
A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
Additional Services
§ A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
§ No charge for the initial conversion free receipt.
§ Overdrafts – charged to the account at prime interest rate plus 2 unless a line of credit is in place.
§ Additional fees apply for global servicing.
§ Sub Advised Funds - $__ per custody account per year
Chief Compliance Officer Support Fee (Fund Complex)*
§ $__ /year
Out-Of-Pocket Expenses
Including but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, deposit withdrawals at custodian (DWAC) fees, SWIFT charges and extraordinary expenses based upon complexity.
*Subject to annual CPI increase - All Urban Consumers - U.S. City Average
Fees are calculated pro rata and billed monthly.
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Amended Exhibit C (continued) to the Custody Agreement – Quaker Investment Trust
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Country
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Instrument
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Safekeeping
(BPS)
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Transaction
Fee
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Country
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Instrument
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Safekeeping
(BPS)
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Transaction
Fee
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|||||
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Argentina
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All
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__
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$__
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Lithuania
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All
|
__
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$__
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|||||
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Australia
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All
|
__
|
$__
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Luxembourg
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All
|
__
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$__
|
|||||
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Austria
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All
|
__
|
$__
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Malaysia
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All
|
__
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$__
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|||||
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Bahrain
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All
|
__
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$__
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Mali*
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All
|
__
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$__
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|||||
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Bangladesh
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All
|
__
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$__
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Malta
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All
|
__
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$__
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|||||
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Belgium
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All
|
__
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$__
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Mauritius
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All
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__
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$__
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|||||
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Benin*
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All
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__
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$__
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Mexico
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All
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__
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$__
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|||||
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Bermuda
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All
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__
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$__
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Morocco
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All
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__
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$__
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|||||
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Botswana
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All
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__
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$__
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Namibia
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All
|
__
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$__
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|||||
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Brazil
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All
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__
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$__
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Netherlands
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All
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__
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$__
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|||||
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Bulgaria
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All
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__
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$__
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New Zealand
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All
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__
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$__
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|||||
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Burkina Faso*
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All
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__
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$__
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Niger*
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All
|
__
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$__
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|||||
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Canada
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All
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__
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$__
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Nigeria
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All
|
__
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$__
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|||||
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Cayman Islands*
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All
|
__
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$__
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Norway
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All
|
__
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$__
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|||||
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Channel Islands*
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All
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__
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$__
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Oman
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All
|
__
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$__
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|||||
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Chile
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All
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__
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$__
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Pakistan
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All
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__
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$__
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|||||
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China“A” Shares
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All
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__
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$__
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Palestinian Autonomous Area*
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All
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__
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$__
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|||||
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China“B” Shares
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All
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__
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$__
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Peru
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All
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__
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$__
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|||||
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Columbia
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All
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__
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$__
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Philippines
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All
|
__
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$__
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|||||
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Costa Rica
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All
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__
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$__
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Poland
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All
|
__
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$__
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|||||
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Croatia
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All
|
__
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$__
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Portugal
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All
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__
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$__
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|||||
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Cyprus*
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All
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__
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$__
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Qatar
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All
|
__
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$__
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|||||
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Czech Republic
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All
|
__
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$__
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Romania
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All
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__
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$__
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|||||
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Denmark
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All
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__
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$__
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Russia
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Equities
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__
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$__
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|||||
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Ecuador
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All
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__
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$__
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Russia
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MINFINs
|
__
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$__
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|||||
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Egypt
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All
|
__
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$__
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Senegal*
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All
|
__
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$__
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|||||
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Estonia
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All
|
__
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$__
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Serbia*
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All
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__
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$__
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|||||
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Euromarkets**
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All
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__
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$__
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Singapore
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All
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__
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$__
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|||||
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Finland
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All
|
__
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$__
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Slovak Republic
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All
|
__
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$__
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|||||
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France
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All
|
__
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$__
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Slovenia
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All
|
__
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$__
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|||||
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Germany
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All
|
__
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$__
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South Africa
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All
|
__
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$__
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|||||
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Ghana
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All
|
__
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$__
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South Korea
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All
|
__
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$__
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|||||
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Greece
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All
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__
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$__
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Spain
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All
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__
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$__
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|||||
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Guinea Bissau*
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All
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__
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$__
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Sri Lanka
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All
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__
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$__
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|||||
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Hong Kong
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All
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__
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$__
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Swaziland
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All
|
__
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$__
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|||||
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Hungary
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All
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__
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$__
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Sweden
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All
|
__
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$__
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|||||
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Iceland
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All
|
__
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$__
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Switzerland
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All
|
__
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$__
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|||||
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India
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All
|
__
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$__
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Taiwan
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All
|
__
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$__
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|||||
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Indonesia
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All
|
__
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$__
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Thailand
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All
|
__
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$__
|
|||||
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Ireland
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All
|
__
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$__
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Togo*
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All
|
__
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$__
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|||||
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Israel
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All
|
__
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$__
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Trinidad & Tobago*
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All
|
__
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$__
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|||||
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Italy
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All
|
__
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$__
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Tunisia
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All
|
__
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$__
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|||||
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Ivory Coast
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All
|
__
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$__
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Turkey
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All
|
__
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$__
|
|||||
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Jamaica*
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All
|
__
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$__
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UAE
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All
|
__
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$__
|
|||||
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Japan
|
All
|
__
|
$__
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United Kingdom
|
All
|
__
|
$__
|
|||||
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Jordan
|
All
|
__
|
$__
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Ukraine
|
All
|
__
|
$__
|
|||||
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Kazakhstan
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All
|
__
|
$__
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Uruguay
|
All
|
__
|
$__
|
|||||
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Kenya
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All
|
__
|
$__
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Venezuela
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All
|
__
|
$__
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|||||
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Latvia
|
Equities
|
__
|
$__
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Vietnam*
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All
|
__
|
$__
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|||||
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Latvia
|
Bonds
|
__
|
$__
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Zambia
|
All
|
__
|
$__
|
|||||
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Lebanon
|
All
|
__
|
$__
|
|||||||||
* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
** Tiered by market value:<$___: 1bp, >$___and <$___: .75 bps; >$___: .50 bps.
** Euromarkets – Non-Eurobonds:Surcharges vary by local market
*Safekeeping and transaction fees are assessed on security and currency transactions.
Amended Exhibit C (continued) to the Custody Agreement – Quaker Investment Trust
Annual Base Fee - $___ per Fund will apply.
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§
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Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge.
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§
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For all other markets specified above, surcharges may apply if a security is held outside of the local market.
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Cash Transactions:
Tax Reclamation Services: Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $___ per claim.
Out of Pocket Expenses
|
§
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Charges incurred by U.S. Bank, N.A. directly or through sub-custodians for local taxes, stamp duties or other local duties and assessments, stock exchange fees, foreign exchange transactions, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
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§
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A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
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§
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SWIFT reporting and message fees.
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