EXHIBIT 23M(3)
AMENDED PLAN OF DISTRIBUTION
FOR CLASS C SHARES
AMENDED PLAN OF DISTRIBUTION
PURSUANT TO RULE 12B-1
CLASS C SHARES
WHEREAS, Quaker Investment Trust, an unincorporated business trust organized and
existing under the laws of the Commonwealth of Massachusetts (the
"Trust"),engages in business as an open-end management investment company and is
registered as such under the Investment Company Act of 1940, as amended
(the"1940 Act"); and
WHEREAS, the Trust is authorized to issue an unlimited number of shares of
beneficial interest (the "Shares"), in separate series representing the
interests in separate funds of securities and other assets (the "Portfolio");
and
WHEREAS, the Trust offers the following series of such Shares:
Quaker Core Equity Fund;
Quaker Aggressive Growth Fund;
Quaker Large-Cap Value Fund;
Quaker Mid-Cap Value Fund;
Quaker Small-Cap Value Fund;
Quaker Small-Cap Growth Fund;
Quaker Fixed Income Fund; Quaker High Yield Fund; and
Quaker Government Money Market Fund
WHEREAS, the Trust has further divided each series of the Trust into various
Classes of Shares, each representing an undivided proportionate interest in the
portfolio of each series and differing in sales charges and ongoing fees and
expenses; and
WHEREAS, each series of the Trust, except the Quaker Government Money Market
Fund, offers Class C Shares, which Class is sold to the public without front-end
sales charges or contingent deferred sales charges; and
WHEREAS, the Trustees of the Trust as a whole, and the Trustees who are not
interested persons of the Trust, as defined in the 1940 Act, and who have no
direct or indirect financial interest in the operation of this Plan of
Distribution Pursuant to Rule 12b-1 (the "Plan") or in any agreement relating
hereto (the "Non-Interested Trustees"), having determined, in the exercise of
their reasonable business judgment and in light of their fiduciary duties under
state law and under Section 36(a) and (b) of the 1940 Act, that there is a
reasonable likelihood that the Plan will benefit the Trust and its shareholders,
have approved the Plan by votes cast at a meeting called for the purpose of
voting hereon and on any agreements related hereto; and
NOW, THEREFORE, the Trust hereby adopts this Plan in accordance with Rule 12b-1
under the 1940 Act, on the following terms and conditions:
17. DISTRIBUTION AND SERVICING ACTIVITIES. Subject to the supervision of the
Trustees of the Trust, the Trust may, directly or indirectly, engage in any
activities primarily intended to result in the sale of Class C Shares of
each series of the Trust, which activities may include, but are not limited
to, the following:
(m) payments to the Trust's Sponsor and to securities dealers and others
in respect of the sale of Class C Shares of each series of the Trust;
(n) payment of compensation to and expenses of personnel (including
personnel of organizations with which the Trust has entered into
agreements related to this Plan) who engage in or support distribution
of Class C Shares of each series of the Trust or who render
shareholder support services not otherwise provided by the Trust's
transfer agent, administrator, or custodian, including but not limited
to, answering inquiries regarding the Trust, processing shareholder
transactions, providing personal services and/or the maintenance of
shareholder accounts, providing other shareholder liaison services,
responding to shareholder inquiries, providing information on
shareholder investments in each series of the Trust, and providing
such other shareholder services as the Trust may reasonably request;
(o) formulation and implementation of marketing and promotional
activities, including, but not limited to, direct mail promotions and
television, radio, newspaper, magazine and other mass media
advertising;
(p) preparation, printing and distribution of sales literature;
(q) preparation, printing and distribution of prospectuses and statements
of additional information and reports of the Trust for recipients
other than existing shareholders of the Trust; and
(r) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Trust may, from time to
time, deem advisable.
The Trust is authorized to engage in the activities listed above, and in
any other activities primarily intended to result in the sale of Class C
Shares of each series of the Trust, either directly or through other
persons with which the Trust has entered into agreements related to this
Plan.
18. MAXIMUM EXPENDITURES. During the period in which this Plan is effective,
the Trust shall pay to Quaker Funds, Inc. (the "Sponsor") a monthly fee for
distribution activities in an amount calculated at the rate of 0.25% per
annum of the average daily net asset value of the Class C Shares of each
series of the Trust. Further, the Trust shall also pay to the Sponsor a
monthly fee for shareholder servicing activities in an amount calculated at
the rate of 0.75% per annum of the average daily net asset value of the
Class C Shares of each series of the Trust.
Notwithstanding the foregoing, the expenditures to be made by the Trust pursuant
to this Plan and the basis upon which payment of such expenditures will be made
shall be determined by the Trustees of the Trust, and in no event may such
expenditures paid by the Trust as distribution fees exceed an amount calculated
at the rate of 0.25% of the average annual net assets of the Class C Shares of
any series of the Trust, nor may such expenditures paid as service fees to any
person who sells Class C Shares of any series of the Trust exceed an amount
calculated at the rate of 0.75% of the average annual net asset value of such
Shares. At the request of the Sponsor, such payments for distribution and/or
shareholder servicing activities may be made directly by the Trust to other
persons with which the Trust has entered into agreements related to this Plan.
19. TERM AND TERMINATION. (a) This Plan shall become effective as of the 31st
day of October, 1999. Unless terminated as herein provided, this Plan shall
continue in effect for one year from the date hereof and shall continue in
effect for successive periods of one year thereafter, but only so long as
each such continuance is specifically approved by votes of a majority of
both (i) the Trustees of the Trust and (ii) the Non-Interested Trustees,
cast in person at a meeting called for the purpose of voting on such
approval. (b) This Plan may be terminated at any time with respect to any
series of the Trust by a vote of a majority of the Non-Interested Trustees
or by a vote of a majority of the outstanding voting securities of the
Class C Shares of such series as defined in the 1940 Act.
20. AMENDMENTS. This Plan may not be amended to increase materially the maximum
expenditures permitted by Section 2 hereof for any series of the Trust
unless such amendment is approved by a vote of the majority of the
outstanding voting securities of the Class C Shares of such series, as
defined in the 1940 Act, with respect to which a material increase in the
amount of expenditures is proposed, and no material amendment to this Plan
shall be made unless approved in the manner provided for annual renewal of
this Plan in Section 3(a) hereof.
21. SELECTION AND NOMINATION OF TRUSTEES. While this Plan is in effect, the
selection and nomination of the Non-Interested Trustees of the Trust shall
be committed to the discretion of such Non-Interested Trustees.
22. QUARTERLY REPORTS. The Treasurer of the Trust shall provide to the Trustees
of the Trust, and the Trustees shall review quarterly, a written report of
the amounts expended pursuant to this Plan and any related agreements and
the purposes for which such expenditures were made.
23. RECORD KEEPING. The Trust shall preserve copies of this Plan and any
related agreements and all reports made pursuant to Section 6 hereof, for a
period of not less than six years from the date of this Plan. Any such
related agreements or such reports for the first two years will be
maintained in an easily accessible place.
24. LIMITATION OF LIABILITY. Any obligations of the Trust hereunder shall not
be binding upon any of the Trustees, officers or shareholders of the Trust
personally, but shall bind only the assets and property of the Trust. The
term "Quaker Investment Trust" means and refers to the Trustees from time
to time serving under the Agreement and Declaration of Trust of the Trust,
a copy of which is on file with the Secretary of The Commonwealth of
Massachusetts. The execution of this Plan has been authorized by the
Trustees, and this Plan has been signed on behalf of the Trust by an
authorized officer of the Trust, acting as such and not individually, and
neither such authorization by such Trustees nor such execution by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the
assets and property of the Trust as provided in the Agreement and
Declaration of Trust.
IN WITNESS THEREOF, the Trustees of the Trust, including a majority of the
Non-Interested Trustees, have adopted this Plan at a meeting held on April 12,
2000, and have further directed that the Plan be made effective as of the date
first written above.
QUAKER INVESTMENT TRUST
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Jeffry H. King
Chairman
