SHAREHOLDER SERVICING AGREEMENT
THIS AGREEMENT, entered into as of the date that the registration
statement of the Quaker Mid-Cap Value Fund of the Quaker Investment Trust
becomes effective with the Securities and Exchange Commission, by and between
QUAKER INVESTMENT TRUST (the "Trust"), a Massachusetts business trust, and
QUAKER FUNDS, INC., a Pennsylvania corporation ("Quaker Funds").
BACKGROUND
WHEREAS, the Trust is registered as a diversified, 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 desires to retain Quaker Funds to provide certain
shareholder servicing services to shareholders of the Quaker Mid-Cap Value Fund
series of the Trust pursuant to the terms and conditions of this Agreement, and
Quaker Funds 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 hereby, agree as follows:
1. Engagement. The Trust hereby engages Quaker Funds to provide the
shareholder servicing services set forth below to shareholders of the Quaker
Mid-Cap Value Fund (the "Fund") series of the Trust for the period and on the
terms set forth in this Agreement. Quaker Funds hereby accepts such appointment
and agrees to furnish the services herein set forth for the compensation herein
provided.
2. Shareholder Servicing Services. Quaker Funds hereby agrees to
provide the following services for the benefit of the shareholders of the Fund,
to the extent not provided by the Fund's administrator, transfer agent or
custodian: (i) provide oversight with respect to the responsibilities of the
Fund's investment advisor; (ii) arrange for the payment of investment advisory
and administrative fees; (iii) coordinate payments under the Fund's Distribution
Plan; (iv) develop communications with existing Fund shareholders; (v) prepare
periodic reports to Fund shareholders; (vi) assist in responding to shareholder
inquiries; (vii) review of proxy materials, registration statements and other
documents; and (viii) review of audit reports.
3. Services Not Exclusive. The shareholder servicing services to be
furnished by Quaker Funds hereunder are not to be deemed exclusive, and Quaker
Funds shall be free to furnish similar services to others so long as its
services under this Agreement are not impaired thereby.
4. Compensation. The Trust will pay Quaker Funds, and Quaker Funds will
accept as full compensation for its services rendered hereunder, a shareholder
servicing fee, computed at the end of each month and payable within five (5)
business days thereafter, equal to the annual rate of 0.25% of the average daily
net assets of the Fund. Quaker Funds hereby acknowledges that the expense ratio
for the Fund will be capped at 1.35% of average daily net assets of the Fund and
hereby agrees to waive its fees to the extent necessary to achieve such expense
ratio, on a basis that is pro rata to the fees charged by other providers of
services to the Fund.
5. Limitation of Liability. Quaker Funds shall not be liable for any
error of judgment, mistake of law or for any other loss suffered by the Fund in
connection with the performance of this Agreement, except a loss resulting from
willful misfeasance, 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.
6. Duration and Termination. This Agreement shall become effective upon
the date the registration statement of the Trust containing the Fund's
Prospectus is declared effective by the SEC and shall continue in effect until
terminated by either party hereto upon sixty (60) days' notice provided in
writing to the other party.
7. 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.
8. 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.
9. 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.
10. Governing Law. This Agreement shall be construed in accordance
with, and governed by, the laws of the Commonwealth of Pennsylvania.
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 above written.
Attest: QUAKER INVESTMENT TRUST
By:_____________________________ By:____________________________
Title: Title:
Attest: QUAKER FUNDS, INC.
By:_____________________________ By:____________________________
Title: Title:
