EX-99.G CUST AGREEMT 3 qf-ex99g3.htm SECOND AMENDMENT TO CUSTODY AGREEMENT
Exhibit (g)(3)
 
 
QUAKER INVESTMENT TRUST
SECOND AMENDMENT TO THE
CUSTODY AGREEMENT

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Exhibit C shall be superseded and replaced with Amended Exhibit C attached hereto.
 
Article XIII, Section 13.01 Effective Period; is hereby superseded and replaced with the following: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.

QUAKER INVESTMENT TRUST
U.S. BANK NATIONAL ASSOCIATION
   
By: /s/Justin Brundage
By: /s/Michael R. McVoy
   
Name: Justin Brundage
Name: Michael R. McVoy
   
Title: Secretary
Title: Senior Vice President




Amended Exhibit C to the Custody Agreement – Quaker Investment Trust
 
CUSTODY SERVICES
FEE SCHEDULE at January, 2016
 
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.
 
 
 
 

 

Amended Exhibit C (continued) to the Custody Agreement – Quaker Investment Trust
 
 
Additional Global Sub-Custodial Services Annual Fee Scheduleat January, 2016
 
 
Country
Instrument
Safekeeping
(BPS)
Transaction
Fee
     
Country
Instrument
Safekeeping
(BPS)
Transaction
Fee
 
 
Argentina
All
__
$__
     
Lithuania
All
__
$__
 
 
Australia
All
__
$__
     
Luxembourg
All
__
$__
 
 
Austria
All
__
$__
     
Malaysia
All
__
$__
 
 
Bahrain
All
__
$__
     
Mali*
All
__
$__
 
 
Bangladesh
All
__
$__
     
Malta
All
__
$__
 
 
Belgium
All
__
$__
     
Mauritius
All
__
$__
 
 
Benin*
All
__
$__
     
Mexico
All
__
$__
 
 
Bermuda
All
__
$__
     
Morocco
All
__
$__
 
 
Botswana
All
__
$__
     
Namibia
All
__
$__
 
 
Brazil
All
__
$__
     
Netherlands
All
__
$__
 
 
Bulgaria
All
__
$__
     
New Zealand
All
__
$__
 
 
Burkina Faso*
All
__
$__
     
Niger*
All
__
$__
 
 
Canada
All
__
$__
     
Nigeria
All
__
$__
 
 
Cayman Islands*
All
__
$__
     
Norway
All
__
$__
 
 
Channel Islands*
All
__
$__
     
Oman
All
__
$__
 
 
Chile
All
__
$__
     
Pakistan
All
__
$__
 
 
China“A” Shares
All
__
$__
     
Palestinian Autonomous Area*
All
__
$__
 
 
China“B” Shares
All
__
$__
     
Peru
All
__
$__
 
 
Columbia
All
__
$__
     
Philippines
All
__
$__
 
 
Costa Rica
All
__
$__
     
Poland
All
__
$__
 
 
Croatia
All
__
$__
     
Portugal
All
__
$__
 
 
Cyprus*
All
__
$__
     
Qatar
All
__
$__
 
 
Czech Republic
All
__
$__
     
Romania
All
__
$__
 
 
Denmark
All
__
$__
     
Russia
Equities
__
$__
 
 
Ecuador
All
__
$__
     
Russia
MINFINs
__
$__
 
 
Egypt
All
__
$__
     
Senegal*
All
__
$__
 
 
Estonia
All
__
$__
     
Serbia*
All
__
$__
 
 
Euromarkets**
All
__
$__
     
Singapore
All
__
$__
 
 
Finland
All
__
$__
     
Slovak Republic
All
__
$__
 
 
France
All
__
$__
     
Slovenia
All
__
$__
 
 
Germany
All
__
$__
     
South Africa
All
__
$__
 
 
Ghana
All
__
$__
     
South Korea
All
__
$__
 
 
Greece
All
__
$__
     
Spain
All
__
$__
 
 
Guinea Bissau*
All
__
$__
     
Sri Lanka
All
__
$__
 
 
Hong Kong
All
__
$__
     
Swaziland
All
__
$__
 
 
Hungary
All
__
$__
     
Sweden
All
__
$__
 
 
Iceland
All
__
$__
     
Switzerland
All
__
$__
 
 
India
All
__
$__
     
Taiwan
All
__
$__
 
 
Indonesia
All
__
$__
     
Thailand
All
__
$__
 
 
Ireland
All
__
$__
     
Togo*
All
__
$__
 
 
Israel
All
__
$__
     
Trinidad & Tobago*
All
__
$__
 
 
Italy
All
__
$__
     
Tunisia
All
__
$__
 
 
Ivory Coast
All
__
$__
     
Turkey
All
__
$__
 
 
Jamaica*
All
__
$__
     
UAE
All
__
$__
 
 
Japan
All
__
$__
     
United Kingdom
All
__
$__
 
 
Jordan
All
__
$__
     
Ukraine
All
__
$__
 
 
Kazakhstan
All
__
$__
     
Uruguay
All
__
$__
 
 
Kenya
All
__
$__
     
Venezuela
All
__
$__
 
 
Latvia
Equities
__
$__
     
Vietnam*
All
__
$__
 
 
Latvia
Bonds
__
$__
     
Zambia
All
__
$__
 
 
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.
§
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.
§
For all other markets specified above, surcharges may apply if a security is held outside of the local market.



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
§
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.
§
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.
§
SWIFT reporting and message fees.