QUAKER INVESTMENT TRUST
485APOS, 1999-11-01
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    As filed with the Securities and Exchange Commission on October 29, 1999.
                       Securities Act File No. 033-38074.
                      Investment Company Act No. 811-6260.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                     [ X]
Amendment No.                                                               [14]

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940                                                         [ X]
Post Effective Amendment No.                                                [16]

                             QUAKER INVESTMENT TRUST
                    (formerly Branch Cabell Investment Trust)
                        1288 Valley Forge Road, Suite 76
                               Post Office Box 987
                             Valley Forge, PA 19482
                                 1-800-220-8888

                                AGENT FOR SERVICE
                                Terence P. Smith
                           555 North Lane, Suite 6160
                             Conshohocken, PA 19428

It is proposed that this filing will become effective:

[ ]  Immediately upon filing pursuant to Rule 485(b), or
[ ]  60 days after filing pursuant to Rule 485(a)(1), or
[ ]  75 days after filing pursuant to Rule 485(a)(2), or
[ ]  on ____________, pursuant to Rule 485(b), or
[X]  0n November 1, 1999, pursuant to Rule 485(a)(2)

<PAGE>

                                                                      PROSPECTUS
                                                          Dated November 1, 1998

                           The Quaker Investment Trust
                        1288 Valley Forge Road, Suite 76
                             Valley Forge, PA 19482
                                 1-800-220-8888

The  Quaker  Investment  Trust(TM)  (the  "Trust")  is a  registered  management
investment company currently  offering the following  portfolios (each a "Fund",
and collectively, the Funds"):

     QUAKER CORE EQUITY FUND
     QUAKER AGGRESSIVE GROWTH FUND
     QUAKER LARGE-CAP VALUE MARKET FUND
     QUAKER MID-CAP VALUE FUND
     QUAKER SMALL-CAP VALUE FUND
     QUAKER FIXED INCOME FUND


The Trust is offering No-Load Shares by this  Prospectus.  The Trust also offers
other Classes of shares with sales  charges,  but with lower minimum  investment
amounts.  To receive a prospectus  describing  the Trust's other share  Classes,
call the Trust.

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES  OR  DETERMINED  IF THIS  PROSPECTUS  IS  TRUTHFUL OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

<PAGE>

                                TABLE OF CONTENTS

THE FUNDS
     QUAKER CORE EQUITY FUND
          What is the Fund's Investment Objective?..............................
          What are the Fund's Primary Investment Strategies?....................
          What are the Principal Risks of Investing in the Fund?................
          How Has the Fund Performed in the Past?...............................
          What are the Fund's Fees and Expenses?................................
     QUAKER AGGRESSIVE GROWTH FUND
          What is the Fund's Investment Objective?..............................
          What are the Fund's Primary Investment Strategies?....................
          What are the Principal Risks of Investing in the Fund?................
          How Has the Fund Performed in the Past?...............................
          What are the Fund's Fees and Expenses?................................
     QUAKER LARGE-CAP VALUE FUND
          What is the Fund's Investment Objective?..............................
          What are the Fund's Primary Investment Strategies?....................
          What are the Principal Risks of Investing in the Fund?................
          How Has the Fund Performed in the Past?...............................
          What are the Fund's Fees and Expenses?................................
     QUAKER MID-CAP VALUE FUND
          What is the Fund's Investment Objective?..............................
          What are the Fund's Primary Investment Strategies?....................
          What are the Principal Risks of Investing in the Fund?................
          How Has the Fund Performed in the Past?...............................
          What are the Fund's Fees and Expenses?................................
     QUAKER SMALL-CAP VALUE FUND
          What is the Fund's Investment Objective?..............................
          What are the Fund's Primary Investment Strategies?....................
          What are the Principal Risks of Investing in the Fund?................
          How Has the Fund Performed in the Past?...............................
          What are the Fund's Fees and Expenses?................................
     QUAKER FIXED INCOME FUND
          What is the Fund's Investment Objective?..............................
          What are the Fund's Primary Investment Strategies?....................
          What are the Principal Risks of Investing in the Fund?................
          How Has the Fund Performed in the Past?...............................
          What are the Fund's Fees and Expenses?................................
THE FUNDS' ADVISERS & SPONSOR
          For the Quaker Core Equity Fund.......................................
          For the Quaker Aggressive Growth Fund.................................
          For the Quaker Large-Cap and Mid-Cap Value Funds......................
          For the Quaker Small-Cap Value Fund...................................
          For the Quaker Fixed-Income Fund......................................
          The Funds' Sponsor....................................................
HOW TO BUY AND SELL SHARES
          Investing In The Funds................................................
          Determining Share Prices..............................................
          Variable Pricing System...............................................
          Distribution (12b-1) Fees.............................................
          Minimum Investment Amounts............................................
          Opening and Adding To Your Account....................................
          Purchasing Shares By Mail.............................................
          Purchasing Shares By Wire Transfer....................................
          Purchases through Financial Service Organizations.....................
          Purchasing Shares By Automatic Investment Plan........................
          Purchasing Shares By Telephone........................................
          Miscellaneous Purchase Information....................................
          How to Sell (Redeem) Your Shares......................................
          By Mail...............................................................
          Signature Guarantees..................................................
          By Telephone..........................................................
          By Wire...............................................................
          Redemption At The Option Of The Trust.................................
          Dividends And Distributions...........................................
          Tax Considerations....................................................
          General Information...................................................
- --------------------------------------------------------------------------------

<PAGE>

                                    THE FUNDS

                             QUAKER CORE EQUITY FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund's investment  objective is long-term growth of capital.  Current income
is not a significant investment consideration, and any such income realized will
be considered incidental to the Fund's investment objective.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Adviser attempts to achieve the Fund's investment objective by:

o    normally  investing  at least 65% of the Fund's  total  assets in US common
     stocks;
o    primarily  investing  in  common  stocks of  companies  with  large  market
     capitalizations (over $6 billion);
o    holding from 60 to 200 stocks in the Fund's investment portfolio;
o    maintaining  an  investment  portfolio  that  has,  on  average,  a  higher
     price/earnings ratio and lower yield than the S&P 500 Index;
o    investing  in  companies  with strong  fundamentals,  increasing  sales and
     earnings,  a  conservative  balance sheet and  reasonable  expectations  of
     continuing earnings increases; and
o    reducing capital gains taxes by controlling portfolio turnover.

To select portfolio companies for the Fund, the Fund's Adviser employs a "bottom
up" approach to stock selection. This means that the Adviser analyses individual
companies  for  suitability  and then picks  those  companies  that the  Adviser
believes  will perform  best in the overall  economic  environment.  The Adviser
conducts  extensive  fundamental  analysis  of the  companies  in which the Fund
invests.  The company's  management,  balance  sheet,  product or service niche,
market  penetration,  and other  fundamental  elements of the company's  overall
worth are all factors that influence the Adviser's  decision  concerning whether
to invest.

The Fund may invest up to 25% of its total assets in foreign securities that are
traded on a U.S. exchange, in the form of American Depository Receipts ("ADRs").
The Fund will only invest in ADRs that are issuer sponsored. This means that the
issuer is providing  information  that would not be  available  from ADR issuers
that do not sponsor their ADR's.  Sponsored  ADRs typically are issued by a U.S.
bank or trust company and evidence ownership of underlying  securities issued by
a foreign corporation.

The Fund will normally invest its remaining assets in cash and cash equivalents,
such as U.S.  government debt instruments,  other money market mutual funds, and
repurchase agreements.

Ordinarily,  the Fund's  portfolio will be invested  primarily in common stocks.
However,  the Fund is not required to be fully invested in common stocks and, in
fact, usually maintains a small percentage of its assets in cash reserves. Under
abnormal  market or economic  conditions,  The Trust has  authorized  the Fund's
Adviser to adopt a temporary  defensive  investment position in the market. When
the Adviser assumes such a position, cash reserves

<PAGE>

may be a  significant  percentage  (up to 100%) of the Fund's  total net assets.
When assuming a temporary defensive position,  the Fund usually invests its cash
reserves in U.S.  Government debt instruments,  other unaffiliated  mutual funds
(money market funds) and repurchase agreements.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

General Risks- All investments are subject to inherent risks, and the Fund is no
exception.  Accordingly,  you may lose money by investing in the Fund.  When you
sell your  Fund  shares,  they may be worth  more or less than what you paid for
them  because  the value of the Fund's  investments  will vary from  day-to-day,
reflecting  changes in market  conditions,  interest  rates and  numerous  other
factors.

Stock Market Risk- The stock market tends to trade in cyclical  price  patterns,
with prices generally rising or falling over sustained periods of time. The Fund
invests  primarily  in common  stocks,  so the Fund will be subject to the risks
associated   with   common   stocks,   including   price   volatility   and  the
creditworthiness of the issuing company.

Foreign Securities Risk- Investments in foreign securities involve greater risks
compared to domestic investments for the following reasons:

o    Foreign  companies are not subject to the regulatory  requirements  of U.S.
     companies,  so  there  may be less  publicly  available  information  about
     foreign issuers than U.S. companies.
o    Foreign companies generally are not subject to uniform accounting, auditing
     and financial reporting standards.
o    Dividends  and  interest  on foreign  securities  may be subject to foreign
     withholding   taxes.   Such  taxes  may  reduce  the  net  return  to  Fund
     shareholders.
o    Foreign  securities are often denominated in a currency other than the U.S.
     dollar.  Accordingly,  the Fund  will be  indirectly  subject  to the risks
     associated with fluctuations in currency values, because the ADR's in which
     the Fund  invests  represent  interests  in  foreign  currency  denominated
     securities.
o    Although the Fund will only invest in foreign issuers that are domiciled in
     nations  considered to have stable and friendly  governments,  there is the
     possibility of expropriation,  confiscation, taxation, currency blockage or
     political or social instability which could negatively affect the Fund.

Temporary  Defensive  Positions-  During times when the Fund holds a significant
portion of its net assets in cash,  it will not be  investing  according  to its
investment objectives,  and the Fund's performance may be negatively affected as
a result.

Year 2000 Risks- As with other mutual funds, businesses, financial organizations
and individuals  around the world,  the Fund could be adversely  affected if the
computer  systems  used by the Adviser and the Fund's  other  service  providers
don't properly process and calculate date-related  information and data from and
after  January  1,  2000.  This is  commonly  known as the "Year  2000" or "Y2K"
problem.  The Adviser has  assured the Trust that the  computer  systems it uses
have been tested and are Y2K compliant. The Fund's other major service providers
have provided similar assurances to the Fund.

<PAGE>

At the present time,  the Fund  believes  that its exposure to losses  resulting
from the Y2K problem are minimal.  However,  neither the Fund or the Adviser can
insure that the Fund is immune from Y2K problems.  The primary unidentified risk
to the Fund at this point in time concerns the Y2K  preparedness of companies in
which the Fund invests,  and foreign issuers in particular.  Foreign issuers may
not be as well prepared for the Y2K problem as U.S.  issuers,  and this may pose
additional  risk to the Fund.  The Fund's  Adviser will  continue to monitor the
companies  in which the Fund invests for  evidence of Y2K  preparedness,  or the
lack  thereof,  and will adjust the Fund's  portfolio as needed to minimize such
risks.

HOW HAS THE FUND PERFORMED IN THE PAST?

The bar chart and table below help show the returns  and risks of  investing  in
the Fund. They show changes in the Fund's yearly  performance  over the lifetime
of the Fund. They also compare the Fund's  performance to the performance of the
S&P 500  Index**  during each  period.  You should be aware that the Fund's past
performance may not be an indication of how the Fund will perform in the future.

PERFORMANCE BAR
CHART AND TABLE
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31

35%                                         -------   32.51%
30%                     -------   29.63%    -------
25%                     -------             -------
20%                     -------             -------
15%                     -------             -------
10%                     -------             -------
05%                     -------             -------
- ------------------------------------------------------------------
                         Year Ended        Year Ended
                        Dec. 31, 1997     Dec. 31, 1998

Best Quarter:           4th Qtr   1998       35.71%
Worst Quarter:          3rd Qtr   1998      (14.27)%

Average Annual Total Returns (For Periods ending on December 31, 1998)
- ----------------------------------------------------------------------

                       The Fund         S&P 500 Index**
                       --------         ---------------

One Year                32.51%              28.58%
Inception(11/25/96)     28.17%              28.10%

For the Period 1/1/99 through  6/30/99,  the Fund's  annualized total return was
21.56%

**   The S&P 500  Index  is a  widely  recognized,  unmanaged  index  of the 500
     largest   companies   in  the   United   States  as   measured   by  market
     capitalization.  The  Index  assumes  reinvestment  of  all  dividends  and
     distributions  and does not reflect any asset-based  charges for investment
     management or other expenses.

- --------------------------------------------------------------------------------

<PAGE>

WHAT ARE THE FUND'S FEES AND EXPENSES?

This  table  describes  the  fees and  expenses  you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES:
- -----------------
(fees paid directly from your investment)

MAXIMUM SALES CHARGE (LOAD)
IMPOSED ON PURCHASES                                          NONE

MAXIMUM DEFERRED SALES CHARGE (LOAD)                          NONE

REDEMPTION FEES                                               NONE

ANNUAL FUND OPERATING EXPENSES:
- -------------------------------
(expenses that are deducted from Fund assets)
MANAGEMENT FEES                                     (1)       1.00%
DISTRIBUTION & SERVICING (12B-1) FEES               (2)       0.25%
OTHER EXPENSES                                      (3)       0.25%
                                                              -----
TOTAL ANNUAL FUND
OPERATING EXPENSES                                            1.50%

1.   Management fees include a fee of 0.75% for investment advisory services and
     0.25%  for  administrative  services  provided  to the  Fund by the  Fund's
     Sponsor.
2.   Because  12b-1  fees are paid out of the  assets of the Fund on an  ongoing
     basis,  over time these fees will increase the cost of your  investment and
     may cost you more than paying other types of sales charges.
3.   Other  Expenses   included  fees  paid  to  the  Fund's   transfer   agent,
     administrator  and other  service  providers.  Because the Fund is offering
     these share Classes for the first time, these fees are estimated.

EXAMPLE:  THIS  EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.

THE EXAMPLE  ASSUMES  THAT YOU INVEST  $10,000 IN THE FUND FOR THE TIME  PERIODS
INDICATED  AND THEN  REDEEM  ALL YOUR  SHARES AT THE END OF THOSE  PERIODS.  THE
EXAMPLE ALSO ASSUMES THAT YOUR INVESTMENT HAS A 5% RETURN EACH YEAR AND THAT THE
FUND'S  OPERATING  EXPENSES  REMAIN THE SAME.  ALTHOUGH YOUR ACTUAL COSTS MAY BE
HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS YOUR COSTS WOULD BE:

                     1 YEAR    5 YEARS    10 YEARS
                     -------   -------    --------
                     $  153    $  818     $  1,791

IF YOU DID NOT REDEEM YOUR SHARES, YOUR EXPENSES WOULD BE THE SAME.
- --------------------------------------------------------------------------------

<PAGE>

                          QUAKER AGGRESSIVE GROWTH FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund's investment  objective is long-term growth of capital.  Current income
is not a significant investment consideration, and any such income realized will
be considered incidental to the Fund's investment objective.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The  Fund attempts to achieve its investment objective by;

o    normally  investing  at least 65% of the Fund's  total  assets in US common
     stocks;
o    investing  in  common  stocks  of  companies   without   regard  to  market
     capitalizations;
o    investing its assets in a limited number of equity  securities of companies
     which the Fund's  Adviser  believes  show a high  probability  for superior
     growth;
o    investing  in  "special  situation"  securities  when  the  Fund's  Adviser
     believes such investments will benefit the Fund
o    seeking a balance between  investments in "special  situation"  investments
     and investments in large to  mid-capitalization  equities ( in excess of $1
     billion in market capitalization) with high or accelerating  profitability;
     and
o    utilizing a strategy of short selling  securities to reduce  volatility and
     enhance  potential  investment  gain,  but not to exceed  25% of the Fund's
     total assets.

The Fund may invest up to 25% of its total  assets in  "special  situations".  A
special  situation  arises  when,  in the  opinion  of the Fund's  Adviser,  the
securities  of a company will,  within a reasonably  estimated  time period,  be
accorded  market  recognition  at an  appreciated  value  solely  by reason of a
development  particularly or uniquely  applicable to that company and regardless
of general  business  conditions  or  movements  of the market as a whole.  Such
developments  and  situations  include,  but  are  not  limited  to:  spin-offs,
corporate restructurings,  liquidations,  reorganizations,  recapitalizations or
mergers, material litigation, technological breakthroughs, and new management or
management policies.

In selecting  portfolio  companies,  the Fund's Adviser seeks a balance  between
investing in "special  situation"  companies and investing in the  securities of
companies that have high or accelerating profitability,  an element of franchise
value,  and reasonable  valuations.  In purchasing  securities for the Fund, the
Fund's Adviser looks for two primary  characteristics:  1) superior  risk/reward
due to inefficient pricing of the security due to lack of research coverage; and
2) a measure of downside risk protection due to the company's low correlation to
the capital markets.

The Fund may also  employ a  strategy  of short  selling  securities  to  reduce
volatility and enhance potential  investment gain. The Fund limits short selling
to 25% of its net  assets.  You  should be aware that the Fund may engage in two
types of short sales.  Securities may be sold " against the box", or outright. A
short sale against the box means that  securities that the Fund already owns are
sold, but not delivered.  Instead,  these  securities are segregated and pledged
against the short  position.  When the short sale is closed out, the  securities
owned are released.

<PAGE>


Outright short selling  involves the sale of securities  not presently  owned by
the Fund.  If the Fund does not  purchase  that  security on the same day as the
sale, the security must be borrowed.  At the time a short sale is effected,  the
Fund incurs an obligation to replace the security borrowed at whatever its price
may be at the time the Fund  purchases  the security for delivery to the lender.
Any gain or loss on the  transaction  is taxable as a short term capital gain or
loss.

The Fund may also  invest up to 25% of its total  assets in  foreign  securities
that are traded on a U.S. exchange,  in the form of American Depository Receipts
("ADRs"). The Fund will only invest in ADRs that are issuer sponsored. Sponsored
ADRs typically are issued by a U.S. bank or trust company and evidence ownership
of underlying securities issued by a foreign corporation.

Ordinarily,  the Fund's  portfolio will be invested  primarily in common stocks.
However,  the Fund is not required to be fully invested in common stocks and, in
fact, usually maintains a small percentage of its assets in cash reserves. Under
abnormal  market or economic  conditions,  The Trust has  authorized  the Fund's
Adviser to adopt a temporary  defensive  investment position in the market. When
the  Adviser  assumes  such a  position,  cash  reserves  may  be a  significant
percentage  (up to 100%)  of the  Fund's  total  net  assets.  When  assuming  a
temporary defensive position, the Fund usually invests its cash reserves in U.S.
Government  debt  instruments,  other  unaffiliated  mutual funds (money  market
funds) and repurchase agreements.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

General Risks- All investments are subject to inherent risks, and the Fund is no
exception.  Accordingly,  you may lose money by investing in the Fund.  When you
sell your  Fund  shares,  they may be worth  more or less than what you paid for
them  because  the value of the Fund's  investments  will vary from  day-to-day,
reflecting  changes in market  conditions,  interest  rates and  numerous  other
factors.

Stock Market Risk- The stock market tends to trade in cyclical  price  patterns,
with prices generally rising or falling over sustained periods of time. The Fund
invests  primarily  in common  stocks,  so the Fund will be subject to the risks
associated   with   common   stocks,   including   price   volatility   and  the
creditworthiness of the issuing company.

Short Selling Risks- Short selling involves special risks, and the Fund could at
any time suffer both a loss on the  purchase or retention  of one  security,  if
that  security  should  decline in value,  and a loss on a short sale of another
security,  if the  security  sold short should  increase in value.  When a short
position is closed out, it may result in a short term  capital  gain or loss for
federal income tax purposes. To the extent that in a generally rising market the
Fund maintains  short  positions in securities  rising with the market,  the net
asset value of the Fund would be  expected  to increase to a lesser  extent than
the net asset value of a fund that does not engage in short sales. When the Fund
engages in short sales,  the securities  underlying the transaction are repriced
daily, and if the value of the underlying  securities is not sufficient to fully
cover the short,  the Fund will have to put up additional  cash or securities to
make up any  difference.  This  requirement may result in additional loss to the

<PAGE>

Fund.

No short sale will be  effected  if, at the time of making the short  sale,  the
aggregate market value of all securities sold short will exceed 25% of the value
of the Fund's net assets.  Short sales by the Fund are further  limited to 2% of
the  securities  of any class of the  issuer.  The Fund may only engage in short
sale transactions in securities listed on a national  securities  exchange or on
the NASDAQ.

Foreign Securities Risk- Investments in foreign securities involve greater risks
compared to domestic investments for the following reasons:

o    Foreign  companies are not subject to the regulatory  requirements  of U.S.
     companies,  so  there  may be less  publicly  available  information  about
     foreign issuers than U.S. companies.
o    Foreign companies generally are not subject to uniform accounting, auditing
     and financial reporting standards.
o    Dividends  and  interest  on foreign  securities  may be subject to foreign
     withholding   taxes.   Such  taxes  may  reduce  the  net  return  to  Fund
     shareholders.
o    Foreign  securities are often denominated in a currency other than the U.S.
     dollar.  Accordingly,  the Fund  will be  indirectly  subject  to the risks
     associated with fluctuations in currency values, because the ADR's in which
     the Fund  invests  represent  interests  in  foreign  currency  denominated
     securities.
o    Although the Fund will only invest in foreign issuers that are domiciled in
     nations  considered to have stable and friendly  governments,  there is the
     possibility of expropriation,  confiscation, taxation, currency blockage or
     political or social instability which could negatively affect the Fund.

Special  Situation  Risks-  Although  large  and  well-known  companies  may  be
involved,  special  situations  often involve much greater risk than is found in
the normal course of investing. These risks result from the subjective nature of
determining  what a special  situation  is. For example,  investing in a company
primarily  because  the  Adviser  believes  that a merger is imminent or that an
announced  merger  will have  exaggerated  positive  effects  on the  company is
inherently    speculative    Furthermore,     liquidations,     reorganizations,
recapitalizations,  material litigation,  technological  breakthroughs,  and new
management or management  policies may not have the effect on a company's  price
that the Adviser expects,  which could  negatively  impact the Fund. To minimize
these risks,  the Fund will not invest in special  situations  unless the target
company  has  at  least  three  years  of   continuous   operations   (including
predecessors),  or unless the aggregate value of such investments is not greater
than 25% of the Fund's total net assets (valued at the time of investment).

Temporary  Defensive  Positions-  During times when the Fund holds a significant
portion of its net assets in cash,  it will not be  investing  according  to its
investment objectives,  and the Fund's performance may be negatively affected as
a result.

Year 2000 Risks- As with other mutual funds, businesses, financial organizations
and individuals  around the world,  the Fund could be adversely  affected if the
computer  systems  used by the Adviser and the Fund's  other  service  providers
don't properly process and calculate date-related  information and data from and
after January 1, 2000. This is

<PAGE>

commonly known as the "Year 2000" or "Y2K" problem.  The Adviser has assured the
Trust that the computer  systems it uses have been tested and are Y2K compliant.
The Fund's other major service providers have provided similar assurances to the
Fund.

At the present time,  the Fund  believes  that its exposure to losses  resulting
from the Y2K problem are minimal.  However,  neither the Fund or the Adviser can
insure that the Fund is immune from Y2K problems.  The primary unidentified risk
to the Fund at this point in time concerns the Y2K  preparedness of companies in
which the Fund invests,  and foreign issuers in particular.  Foreign issuers may
not be as well prepared for the Y2K problem as U.S.  issuers,  and this may pose
additional  risk to the Fund.  The Fund's  Adviser will  continue to monitor the
companies  in which the Fund invests for  evidence of Y2K  preparedness,  or the
lack  thereof,  and will adjust the Fund's  portfolio as needed to minimize such
risks.

HOW HAS THE FUND PERFORMED IN THE PAST?

The bar chart and table below help show the returns  and risks of  investing  in
the Fund. They show changes in the Fund's yearly  performance  over the lifetime
of the Fund. They also compare the Fund's  performance to the performance of the
S&P 500  Index**  during each  period.  You should be aware that the Fund's past
performance may not be an indication of how the Fund will perform in the future.

PERFORMANCE BAR
CHART AND TABLE
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31

35%
30%                                         -------   30.16%
25%                                         -------
20%                     -------   20.32%    -------
15%                     -------             -------
10%                     -------             -------
05%                     -------             -------
- ------------------------------------------------------------------
                         Year Ended       Year Ended
                        Dec. 31, 1997    Dec. 31, 1998

Best Quarter:           1st Qtr   1999       19.94%
Worst Quarter:          4th Qtr   1998      ( 5.34)%

Average Annual Total Returns (For Periods ending on December 31, 1998)
- ----------------------------------------------------------------------

                       The Fund         S&P 500 Index**
                       --------         ---------------

One Year                30.16%              28.58%
Inception               25.84%              28.10%

For the Period 1/1/99 through  6/30/99,  the Fund's  annualized total return was
74.20%

**   The S&P 500  Index  is a  widely  recognized,  unmanaged  index  of the 500
     largest   companies   in  the   United   States  as   measured   by  market
     capitalization.  The  Index  assumes  reinvestment  of  all  dividends  and
     distributions  and does not reflect any asset-based  charges for investment
     management or other expenses.
- --------------------------------------------------------------------------------

<PAGE>

WHAT ARE THE FUND'S FEES AND EXPENSES?

This  table  describes  the  fees and  expenses  you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES:
- -----------------
(fees paid directly from your investment)

MAXIMUM SALES CHARGE (LOAD)
IMPOSED ON PURCHASES                                          NONE

MAXIMUM DEFERRED SALES CHARGE (LOAD)                          NONE

REDEMPTION FEES                                               NONE

ANNUAL FUND OPERATING EXPENSES:
- -------------------------------
(expenses that are deducted from Fund assets)
MANAGEMENT FEES                                     (1)       1.00%
DISTRIBUTION & SERVICING (12B-1) FEES               (2)       0.25%
OTHER EXPENSES                                      (3)       0.25%
                                                              -----
TOTAL ANNUAL FUND
OPERATING EXPENSES                                            1.50%

1.   Management fees include a fee of 0.75% for investment advisory services and
     0.25%  for  administrative  services  provided  to the  Fund by the  Fund's
     Sponsor.
2.   Because  12b-1  fees are paid out of the  assets of the Fund on an  ongoing
     basis,  over time these fees will increase the cost of your  investment and
     may cost you more than paying other types of sales charges.
3.   Other  Expenses   included  fees  paid  to  the  Fund's   transfer   agent,
     administrator  and other  service  providers.  Because the Fund is offering
     these share Classes for the first time, these fees are estimated.

EXAMPLE:  THIS  EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.

THE EXAMPLE  ASSUMES  THAT YOU INVEST  $10,000 IN THE FUND FOR THE TIME  PERIODS
INDICATED  AND THEN  REDEEM  ALL YOUR  SHARES AT THE END OF THOSE  PERIODS.  THE
EXAMPLE ALSO ASSUMES THAT YOUR INVESTMENT HAS A 5% RETURN EACH YEAR AND THAT THE
FUND'S  OPERATING  EXPENSES  REMAIN THE SAME.  ALTHOUGH YOUR ACTUAL COSTS MAY BE
HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS YOUR COSTS WOULD BE:

                     1 YEAR    5 YEARS    10 YEARS
                     -------   -------    --------
                     $  153     $  818    $  1,791

IF YOU DID NOT REDEEM YOUR SHARES, YOUR EXPENSES WOULD BE THE SAME.
- --------------------------------------------------------------------------------

<PAGE>

                           QUAKER LARGE-CAP VALUE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund's investment  objective is long-term growth of capital.  Current income
is not a significant investment consideration, and any such income realized will
be considered incidental to the Fund's investment objective.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Adviser attempts to achieve the Fund's investment goals by:

o    normally  investing  at least 65% of the Fund's  total  assets in US common
     stocks;
o    investing the Fund's assets (65%) mostly in large  capitalization  (greater
     than $6 billion) companies;
o    investing in companies considered by the Fund's Adviser to have substantial
     core assets and consistently  above-average  earnings over time, selling at
     relatively  low market  valuations,  with  attractive  growth and  momentum
     characteristics; and
o    minimizing  portfolio turnover so as to avoid realizing capital gains; such
     a policy tends to minimize adverse tax consequences to Fund shareholders.

The  Fund's  Adviser  believes  that the  Fund's  investment  objective  is best
achieved by investing in companies  that exhibit the potential  for  significant
growth over the long term. The Adviser defines long-term as a time horizon of at
least three years. To identify companies that have significant growth potential,
the Adviser employs a value-oriented  approach to stock selection. To choose the
securities  in  which  the Fund  will  invest,  the  Adviser  seeks to  identify
companies which exhibit some or all of the following criteria:

o    low price-to-earnings ratio ("P/E");
o    low price-to-book value or tangible asset value;
o    excellent prospects for growth;
o    strong franchise;
o    highly qualified management;
o    consistent free cash flow; and
o    high returns on invested capital.

In order to choose the securities in which the Fund invests, the Adviser employs
its own proprietary  cash-flow based,  dividend  discount  analytical model. The
Adviser selects 50-100  securities which it believes to be undervalued  relative
to comparable alternate  investments,  then focuses on the fundamentals of these
companies to choose which companies will ultimately be included in the Fund.

The Fund may invest up to 25% of its total assets in foreign securities that are
traded on a U.S. exchange, in the form of American Depository Receipts ("ADRs").
The Fund will only  invest in ADRs that are  issuer  sponsored.  Sponsored  ADRs
typically are issued by a U.S.

<PAGE>

bank or trust company and evidence ownership of underlying  securities issued by
a foreign corporation.

The Fund will normally invest its remaining assets in cash and cash equivalents,
such as U.S.  government debt instruments,  other money market mutual funds, and
repurchase agreements.

Ordinarily,  the Fund's  portfolio will be invested  primarily in common stocks.
However,  the Fund is not required to be fully invested in common stocks and, in
fact, usually maintains a small percentage of its assets in cash reserves. Under
abnormal  market or economic  conditions,  The Trust has  authorized  the Fund's
Adviser to adopt a temporary  defensive  investment position in the market. When
the  Adviser  assumes  such a  position,  cash  reserves  may  be a  significant
percentage  (up to 100%)  of the  Fund's  total  net  assets.  When  assuming  a
temporary defensive position, the Fund usually invests its cash reserves in U.S.
Government  debt  instruments,  other  unaffiliated  mutual funds (money  market
funds) and repurchase agreements.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

General Risks- All investments are subject to inherent risks, and the Fund is no
exception.  Accordingly,  you may lose money by investing in the Fund.  When you
sell your  Fund  shares,  they may be worth  more or less than what you paid for
them  because  the value of the Fund's  investments  will vary from  day-to-day,
reflecting  changes in market  conditions,  interest  rates and  numerous  other
factors.

Value Risk- The Fund's  Adviser  seeks to invest in companies  that appear to be
"undervalued"  in the  marketplace  (i.e.  trading at prices below the company's
true  worth).  The risk in such an  investment  strategy  is that the  Adviser's
analysis  of a  company's  true  value  may be  incorrect,  and  the  securities
purchased may not perform as expected, reducing the Fund's return.

Stock Market Risk- The stock market tends to trade in cyclical  price  patterns,
with prices generally rising or falling over sustained periods of time. The Fund
invests  primarily  in common  stocks,  so the Fund will be subject to the risks
associated   with   common   stocks,   including   price   volatility   and  the
creditworthiness of the issuing company.

Foreign Securities Risk- Investments in foreign securities involve greater risks
compared to domestic investments for the following reasons:

o    Foreign  companies are not subject to the regulatory  requirements  of U.S.
     companies,  so  there  may be less  publicly  available  information  about
     foreign issuers than U.S. companies.
o    Foreign companies generally are not subject to uniform accounting, auditing
     and financial reporting standards.
o    Dividends  and  interest  on foreign  securities  may be subject to foreign
     withholding   taxes.   Such  taxes  may  reduce  the  net  return  to  Fund
     shareholders.
o    Foreign  securities are often denominated in a currency other than the U.S.
     dollar.  Accordingly,  the Fund  will be  indirectly  subject  to the risks
     associated with fluctuations in currency values, because the ADR's in which
     the Fund invests

<PAGE>

     represent interests in foreign currency denominated securities.
o    Although the Fund will only invest in foreign issuers that are domiciled in
     nations  considered to have stable and friendly  governments,  there is the
     possibility of expropriation,  confiscation, taxation, currency blockage or
     political or social instability which could negatively affect the Fund.

Temporary  Defensive  Positions-  During times when the Fund holds a significant
portion of its net assets in cash,  it will not be  investing  according  to its
investment objectives,  and the Fund's performance may be negatively affected as
a result.

Year 2000 Risks- As with other mutual funds, businesses, financial organizations
and individuals  around the world,  the Fund could be adversely  affected if the
computer  systems  used by the Adviser and the Fund's  other  service  providers
don't properly process and calculate date-related  information and data from and
after  January  1,  2000.  This is  commonly  known as the "Year  2000" or "Y2K"
problem.  The Adviser has  assured the Trust that the  computer  systems it uses
have been tested and are Y2K compliant. The Fund's other major service providers
have provided similar assurances to the Fund.

At the present time,  the Fund  believes  that its exposure to losses  resulting
from the Y2K problem are minimal.  However,  neither the Fund or the Adviser can
insure that the Fund is immune from Y2K problems.  The primary unidentified risk
to the Fund at this point in time concerns the Y2K  preparedness of companies in
which the Fund invests,  and foreign issuers in particular.  Foreign issuers may
not be as well prepared for the Y2K problem as U.S.  issuers,  and this may pose
additional  risk to the Fund.  The Fund's  Adviser will  continue to monitor the
companies  in which the Fund invests for  evidence of Y2K  preparedness,  or the
lack  thereof,  and will adjust the Fund's  portfolio as needed to minimize such
risks.

HOW HAS THE FUND PERFORMED IN THE PAST?

The bar chart and table below help show the returns  and risks of  investing  in
the Fund. They show changes in the Fund's yearly  performance  over the lifetime
of the Fund. They also compare the Fund's  performance to the performance of the
S&P 500  Index**  during each  period.  You should be aware that the Fund's past
performance may not be an indication of how the Fund will perform in the future.

PERFORMANCE BAR
CHART AND TABLE
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31

35%
30%                     -------   30.23%
25%                     -------
20%                     -------             -------  21.81%
15%                     -------             -------
10%                     -------             -------
05%                     -------             -------
- ------------------------------------------------------------------
                         Year Ended        Year Ended
                        Dec. 31, 1997     Dec. 31, 1998

<PAGE>

Best Quarter:           4th Qtr   1998       20.11%
Worst Quarter:          3rd Qtr   1998      (12.18)%

Average Annual Total Returns (For Periods ending on December 31, 1998)
- ----------------------------------------------------------------------

                       The Fund         S&P 500 Index**
                       --------         ---------------

One Year                21.81%              28.58%
Inception               25.52%              28.10%

For the Period 1/1/99 through  6/30/99,  the Fund's  annualized total return was
27.64%

**   The S&P 500  Index  is a  widely  recognized,  unmanaged  index  of the 500
     largest   companies   in  the   United   States  as   measured   by  market
     capitalization.  The  Index  assumes  reinvestment  of  all  dividends  and
     distributions  and does not reflect any asset-based  charges for investment
     management or other expenses.

WHAT ARE THE FUND'S FEES AND EXPENSES?

This  table  describes  the  fees and  expenses  you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES:
- -----------------
(fees paid directly from your investment)
MAXIMUM SALES CHARGE (LOAD)
IMPOSED ON PURCHASES                                          NONE

MAXIMUM DEFERRED SALES CHARGE (LOAD)                          NONE

REDEMPTION FEES                                               NONE

ANNUAL FUND OPERATING EXPENSES:
- -------------------------------
(expenses that are deducted from Fund assets)
MANAGEMENT FEES                                     (1)       1.00%
DISTRIBUTION & SERVICING (12B-1) FEES               (2)       0.25%
OTHER EXPENSES                                      (3)       0.25%
                                                              -----
TOTAL ANNUAL FUND
OPERATING EXPENSES                                            1.50%

1.   Management fees include a fee of 0.75% for investment advisory services and
     0.25%  for  administrative  services  provided  to the  Fund by the  Fund's
     Sponsor.
2.   Because  12b-1  fees are paid out of the  assets of the Fund on an  ongoing
     basis,  over time these fees will increase the cost of your  investment and
     may cost you more than paying other types of sales charges.
3.   Other  Expenses   included  fees  paid  to  the  Fund's   transfer   agent,
     administrator  and other  service  providers.  Because the Fund is offering
     these share Classes for the first time, these fees are estimated.

EXAMPLE:  THIS  EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.

<PAGE>

THE EXAMPLE  ASSUMES  THAT YOU INVEST  $10,000 IN THE FUND FOR THE TIME  PERIODS
INDICATED  AND THEN  REDEEM  ALL YOUR  SHARES AT THE END OF THOSE  PERIODS.  THE
EXAMPLE ALSO ASSUMES THAT YOUR INVESTMENT HAS A 5% RETURN EACH YEAR AND THAT THE
FUND'S  OPERATING  EXPENSES  REMAIN THE SAME.  ALTHOUGH YOUR ACTUAL COSTS MAY BE
HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS YOUR COSTS WOULD BE:


                     1 YEAR    5 YEARS    10 YEARS
                     -------   -------    --------
                     $  153     $  818    $  1,791

IF YOU DID NOT REDEEM YOUR SHARES, YOUR EXPENSES WOULD BE THE SAME.
- --------------------------------------------------------------------------------

                            QUAKER MID-CAP VALUE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund's investment  objective is long-term growth of capital.  Current income
is not a significant investment consideration, and any such income realized will
be considered incidental to the Fund's investment objective.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Adviser attempts to achieve the Fund's investment goals by:

o    normally  investing  at least 65% of the Fund's  total  assets in US common
     stocks;
o    investing  primarily  in  equity  securities  with  market  capitalizations
     similar to the market  capitalizations of the companies included in the S&P
     400 Mid-Cap Index;
o    Generally  maintaining an ultimate selection of 25-75 stocks for investment
     by the Fund;
o    investing in companies  considered by the Fund's Adviser to have consistent
     earnings and  above-average  core assets,  selling at relatively low market
     valuations, with attractive growth and momentum characteristics; and
o    minimizing  portfolio turnover so as to avoid realizing capital gains; such
     a policy tends to minimize adverse tax consequences to Fund shareholders.

The  Fund's  Adviser  believes  that the  Fund's  investment  objective  is best
achieved by investing in companies  that exhibit the potential  for  significant
growth over the long term. The Adviser defines long-term as a time horizon of at
least three years. To identify companies that have significant growth potential,
the Adviser employs a value-oriented  approach to stock selection. To choose the
securities  in  which  the Fund  will  invest,  the  Adviser  seeks to  identify
companies which exhibit some or all of the following criteria:

o    low price-to-earnings ratio ("P/E");
o    low price-to-book value or tangible asset value;
o    excellent prospects for growth;
o    strong franchise;

<PAGE>

o    highly qualified management;
o    consistent free cash flow; and
o    high returns on invested capital.

In order to choose the securities in which the Fund invests, the Adviser employs
its own proprietary  cash-flow based,  dividend  discount  analytical model. The
Adviser selects 50-100  securities which it believes to be undervalued  relative
to comparable alternate  investments,  then focuses on the fundamentals of these
companies to choose which companies will ultimately be included in the Fund.

The Fund may invest up to 25% of its total assets in foreign securities that are
traded on a U.S. exchange, in the form of American Depository Receipts ("ADRs").
The Fund will only  invest in ADRs that are  issuer  sponsored.  Sponsored  ADRs
typically are issued by a U.S.  bank or trust company and evidence  ownership of
underlying securities issued by a foreign corporation.

The Fund will normally invest its remaining assets in cash and cash equivalents,
such as U.S.  government debt instruments,  other money market mutual funds, and
repurchase agreements.

Ordinarily,  the Fund's  portfolio will be invested  primarily in common stocks.
However,  the Fund is not required to be fully invested in common stocks and, in
fact, usually maintains a small percentage of its assets in cash reserves. Under
abnormal  market or economic  conditions,  The Trust has  authorized  the Fund's
Adviser to adopt a temporary  defensive  investment position in the market. When
the  Adviser  assumes  such a  position,  cash  reserves  may  be a  significant
percentage  (up to 100%)  of the  Fund's  total  net  assets.  When  assuming  a
temporary defensive position, the Fund usually invests its cash reserves in U.S.
Government  debt  instruments,  other  unaffiliated  mutual funds (money  market
funds) and repurchase agreements.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

General Risks- All investments are subject to inherent risks, and the Fund is no
exception.  Accordingly,  you may lose money by investing in the Fund.  When you
sell your  Fund  shares,  they may be worth  more or less than what you paid for
them  because  the value of the Fund's  investments  will vary from  day-to-day,
reflecting  changes in market  conditions,  interest  rates and  numerous  other
factors.

Value Risk- The Fund's  Adviser  seeks to invest in companies  that appear to be
"undervalued"  in the  marketplace  (i.e.  trading at prices below the company's
true  worth).  The risk in such an  investment  strategy  is that the  Adviser's
analysis  of a  company's  true  value  may be  incorrect,  and  the  securities
purchased may not perform as expected, reducing the Fund's return.

Stock Market Risk- The stock market tends to trade in cyclical  price  patterns,
with prices generally rising or falling over sustained periods of time. The Fund
invests  primarily  in common  stocks,  so the Fund will be subject to the risks
associated   with   common   stocks,   including   price   volatility   and  the
creditworthiness of the issuing company.

<PAGE>

Medium-Cap  Stock  Risks-  The Fund  invests in  companies  with  medium  market
capitalizations  (from  $1.5  to  $6  billion).   Because  these  companies  are
relatively  small  compared to large-cap  companies,  may be engaged in business
mostly within their own  geographic  region,  and may be less  well-known to the
investment  community,  they can have more volatile  share prices.  Also,  these
companies often have less  liquidity,  less  management  depth,  narrower market
penetrations,  less  diverse  product  lines,  and fewer  resources  than larger
companies.  As a result, their stock prices often react more strongly to changes
in the marketplace.

Foreign Securities Risk- Investments in foreign securities involve greater risks
compared to domestic investments for the following reasons:

o    Foreign  companies are not subject to the regulatory  requirements  of U.S.
     companies,  so  there  may be less  publicly  available  information  about
     foreign issuers than U.S. companies.
o    Foreign companies generally are not subject to uniform accounting, auditing
     and financial reporting standards.
o    Dividends  and  interest  on foreign  securities  may be subject to foreign
     withholding   taxes.   Such  taxes  may  reduce  the  net  return  to  Fund
     shareholders.
o    Foreign  securities are often denominated in a currency other than the U.S.
     dollar.  Accordingly,  the Fund  will be  indirectly  subject  to the risks
     associated with fluctuations in currency values, because the ADR's in which
     the Fund  invests  represent  interests  in  foreign  currency  denominated
     securities.
o    Although the Fund will only invest in foreign issuers that are domiciled in
     nations  considered to have stable and friendly  governments,  there is the
     possibility of expropriation,  confiscation, taxation, currency blockage or
     political or social instability which could negatively affect the Fund.

Temporary  Defensive  Positions-  During times when the Fund holds a significant
portion of its net assets in cash,  it will not be  investing  according  to its
investment objectives,  and the Fund's performance may be negatively affected as
a result.

Year 2000 Risks- As with other mutual funds, businesses, financial organizations
and individuals  around the world,  the Fund could be adversely  affected if the
computer  systems  used by the Adviser and the Fund's  other  service  providers
don't properly process and calculate date-related  information and data from and
after  January  1,  2000.  This is  commonly  known as the "Year  2000" or "Y2K"
problem.  The Adviser has  assured the Trust that the  computer  systems it uses
have been tested and are Y2K compliant. The Fund's other major service providers
have provided similar assurances to the Fund.

At the present time,  the Fund  believes  that its exposure to losses  resulting
from the Y2K problem are minimal.  However,  neither the Fund or the Adviser can
insure that the Fund is immune from Y2K problems.  The primary unidentified risk
to the Fund at this point in time concerns the Y2K  preparedness of companies in
which the Fund invests,  and foreign issuers in particular.  Foreign issuers may
not be as well prepared for the Y2K problem as U.S.  issuers,  and this may pose
additional  risk to the Fund.  The Fund's  Adviser will  continue to monitor the
companies  in which the Fund invests for  evidence of Y2K  preparedness,  or the
lack  thereof,  and will adjust the Fund's  portfolio as needed to minimize such
risks.

<PAGE>

HOW HAS THE FUND PERFORMED IN THE PAST?

The bar chart and table below help show the returns  and risks of  investing  in
the Fund. They show changes in the Fund's yearly  performance  over the lifetime
of the Fund. They also compare the Fund's  performance to the performance of the
S&P 400 Mid-Cap Index** during each period.  You should be aware that the Fund's
past  performance  may not be an  indication of how the Fund will perform in the
future.

PERFORMANCE BAR
CHART AND TABLE
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31

10%                     -------  7.84%
05%                     -------
- ------------------------------------------------------------------
                     Year Ended
                     Dec. 31, 1998

Best Quarter:           2nd Qtr   1999       15.91%
Worst Quarter:          4th Qtr   1998      (13.18)%

Average Annual Total Returns (For Periods ending on December 31, 1998)
- ----------------------------------------------------------------------

                      The Fund       S&P 400 Mid-Cap Index**
                      --------       -----------------------

One Year                7.84%               17.68%
Inception (12/31/97)    7.84%               17.68%

For the Period 1/1/99 through  6/30/99,  the Fund's  annualized total return was
8.19%


**   The S&P 400 Mid-Cap Index is a widely  recognized,  unmanaged  index of 400
     companies  in the United  States with market  capitalizations  between $1.5
     billion and $6 billion. The Index assumes reinvestment of all dividends and
     distributions  and does not reflect any asset-based  charges for investment
     management or other expenses.

WHAT ARE THE FUND'S FEES AND EXPENSES?

This  table  describes  the  fees and  expenses  you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES:
- -----------------
(fees paid directly from your investment)

MAXIMUM SALES CHARGE (LOAD)
IMPOSED ON PURCHASES                                          NONE

MAXIMUM DEFERRED SALES CHARGE (LOAD)                          NONE

REDEMPTION FEES                                               NONE

<PAGE>

ANNUAL FUND OPERATING EXPENSES:
- -------------------------------
(expenses that are deducted from Fund assets)
MANAGEMENT FEES                                     (1)       1.00%
DISTRIBUTION & SERVICING (12B-1) FEES               (2)       0.25%
OTHER EXPENSES                                      (3)       0.25%
                                                              -----
TOTAL ANNUAL FUND
OPERATING EXPENSES                                            1.50%

1.   Management fees include a fee of 0.75% for investment advisory services and
     0.25%  for  administrative  services  provided  to the  Fund by the  Fund's
     Sponsor.
2.   Because  12b-1  fees are paid out of the  assets of the Fund on an  ongoing
     basis,  over time these fees will increase the cost of your  investment and
     may cost you more than paying other types of sales charges.
3.   Other  Expenses   included  fees  paid  to  the  Fund's   transfer   agent,
     administrator  and other  service  providers.  Because the Fund is offering
     these share Classes for the first time, these fees are estimated.

EXAMPLE:  THIS  EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.

THE EXAMPLE  ASSUMES  THAT YOU INVEST  $10,000 IN THE FUND FOR THE TIME  PERIODS
INDICATED  AND THEN  REDEEM  ALL YOUR  SHARES AT THE END OF THOSE  PERIODS.  THE
EXAMPLE ALSO ASSUMES THAT YOUR INVESTMENT HAS A 5% RETURN EACH YEAR AND THAT THE
FUND'S  OPERATING  EXPENSES  REMAIN THE SAME.  ALTHOUGH YOUR ACTUAL COSTS MAY BE
HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS YOUR COSTS WOULD BE:

                     1 YEAR    5 YEARS    10 YEARS
                     -------   -------    --------
                     $  153     $  818    $  1,791

IF YOU DID NOT REDEEM YOUR SHARES, YOUR EXPENSES WOULD BE THE SAME.
- --------------------------------------------------------------------------------


                           QUAKER SMALL-CAP VALUE FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund's investment  objective is long-term growth of capital.  Current income
is not a significant investment consideration, and any such income realized will
be considered incidental to the Fund's investment objective.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Adviser attempts to achieve the Fund's investment goals by:

o    normally  investing  at least 65% of the Fund's  total  assets in US common
     stocks;
o    primarily  investing  in  equity  securities  with  market  capitalizations
     similar to the market  capitalizations of companies included in the Russell
     2500 Index, with an ultimate selection of 140-160 stocks;
o    investing in a portfolio of securities which includes a broadly diversified

<PAGE>

     number of U.S. equity  securities  which the Fund's Adviser believes show a
     high probability of superior prospects for above average total return.

Under  normal  conditions,  at least  65% of the  Fund's  total  assets  will be
invested in equity securities of small capitalization  companies, as measured by
the Russell 2500 Index (current range).

In selecting portfolio  companies,  the Fund's Adviser focuses on companies with
consistently high earnings and above-average core assets,  selling at relatively
low market valuations, with attractive growth and momentum characteristics.  The
Fund will  normally  remain  fully  invested in these  securities  at all times,
subject to a minimum cash balance maintained for operational purposes.

The Fund's  Adviser  screens a broad  universe of U.S.  securities to identify a
subset of issuers  with ample  trading  volume,  a number of years of  operating
history,  and  capitalizations  no larger than the companies in the Russell 2000
Index. The resulting  stocks are divided into 11 peer groups or sectors.  Within
each group, the Adviser  identifies the most attractive  stocks by considering a
number of balance sheet and income statement criteria.  The Adviser then chooses
securities  so  as  to  approximate   the  overall   industry  and  risk  factor
characteristics of the Russell 2000 Index.

The Fund may invest up to 25% of its total assets in foreign securities that are
traded on a U.S. exchange, in the form of American Depository Receipts ("ADRs").
The Fund will only  invest in ADRs that are  issuer  sponsored.  Sponsored  ADRs
typically are issued by a U.S.  bank or trust company and evidence  ownership of
underlying securities issued by a foreign corporation.

The Fund may invest its remaining assets, if any, in equity securities of medium
and large  capitalization  companies,  cash and cash  equivalents,  such as U.S.
government  debt  instruments,  other money market mutual funds,  and repurchase
agreements.

Ordinarily,  the Fund's  portfolio will be invested  primarily in common stocks.
However,  the Fund is not required to be fully invested in common stocks and, in
fact, usually maintains a small percentage of its assets in cash reserves. Under
abnormal  market or economic  conditions,  The Trust has  authorized  the Fund's
Adviser to adopt a temporary  defensive  investment position in the market. When
the  Adviser  assumes  such a  position,  cash  reserves  may  be a  significant
percentage  (up to 100%)  of the  Fund's  total  net  assets.  When  assuming  a
temporary defensive position, the Fund usually invests its cash reserves in U.S.
Government  debt  instruments,  other  unaffiliated  mutual funds (money  market
funds) and repurchase agreements.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

General Risks- All investments are subject to inherent risks, and the Fund is no
exception.  Accordingly,  you may lose money by investing in the Fund.  When you
sell your  Fund  shares,  they may be worth  more or less than what you paid for
them  because  the value of the Fund's  investments  will vary from  day-to-day,
reflecting  changes in market  conditions,  interest  rates and  numerous  other
factors.

<PAGE>

Stock Market Risk- The stock market tends to trade in cyclical  price  patterns,
with prices generally rising or falling over sustained periods of time. The Fund
invests  primarily  in common  stocks,  so the Fund will be subject to the risks
associated   with   common   stocks,   including   price   volatility   and  the
creditworthiness of the issuing company.

Value Risk- The Fund's  Adviser  seeks to invest in companies  that appear to be
"undervalued"  in the  marketplace  (i.e.  trading at prices below the company's
true  worth).  The risk in such an  investment  strategy  is that the  Adviser's
analysis  of a  company's  true  value  may be  incorrect,  and  the  securities
purchased may not perform as expected, reducing the Fund's return.

Small-Cap  Stock  Risks- The Fund will  invest in  companies  with small  market
capitalizations  (generally less than $1.5 billion). Because these companies are
relatively  small  compared to large-cap  companies,  may be engaged in business
mostly within their own  geographic  region,  and may be less  well-known to the
investment  community,  they can have more volatile  share prices.  Also,  small
companies often have less  liquidity,  less  management  depth,  narrower market
penetrations,  less  diverse  product  lines,  and fewer  resources  than larger
companies.  As a result, their stock prices often react more strongly to changes
in the marketplace.

Foreign Securities Risk- Investments in foreign securities involve greater risks
compared to domestic investments for the following reasons:

o    Foreign  companies are not subject to the regulatory  requirements  of U.S.
     companies,  so  there  may be less  publicly  available  information  about
     foreign issuers than U.S. companies.
o    Foreign companies generally are not subject to uniform accounting, auditing
     and financial reporting standards.
o    Dividends  and  interest  on foreign  securities  may be subject to foreign
     withholding   taxes.   Such  taxes  may  reduce  the  net  return  to  Fund
     shareholders.
o    Foreign  securities are often denominated in a currency other than the U.S.
     dollar.  Accordingly,  the Fund  will be  indirectly  subject  to the risks
     associated with fluctuations in currency values, because the ADR's in which
     the Fund  invests  represent  interests  in  foreign  currency  denominated
     securities.
o    Although the Fund will only invest in foreign issuers that are domiciled in
     nations  considered to have stable and friendly  governments,  there is the
     possibility of expropriation,  confiscation, taxation, currency blockage or
     political or social instability which could negatively affect the Fund.

Temporary  Defensive  Positions-  During times when the Fund holds a significant
portion of its net assets in cash,  it will not be  investing  according  to its
investment objectives,  and the Fund's performance may be negatively affected as
a result.

Year 2000 Risks- As with other mutual funds, businesses, financial organizations
and individuals  around the world,  the Fund could be adversely  affected if the
computer  systems  used by the Adviser and the Fund's  other  service  providers
don't properly process and calculate date-related  information and data from and
after  January  1,  2000.  This is  commonly  known as the "Year  2000" or "Y2K"
problem. The Adviser has assured the Trust

<PAGE>

that the computer  systems it uses have been tested and are Y2K  compliant.  The
Fund's other major service  providers  have provided  similar  assurances to the
Fund.

At the present time,  the Fund  believes  that its exposure to losses  resulting
from the Y2K problem are minimal.  However,  neither the Fund or the Adviser can
insure that the Fund is immune from Y2K problems.  The primary unidentified risk
to the Fund at this point in time concerns the Y2K  preparedness of companies in
which the Fund invests,  and foreign issuers in particular.  Foreign issuers may
not be as well prepared for the Y2K problem as U.S.  issuers,  and this may pose
additional  risk to the Fund.  The Fund's  Adviser will  continue to monitor the
companies  in which the Fund invests for  evidence of Y2K  preparedness,  or the
lack  thereof,  and will adjust the Fund's  portfolio as needed to minimize such
risks.

HOW HAS THE FUND PERFORMED IN THE PAST?

The bar chart and table below help show the returns  and risks of  investing  in
the Fund. They show changes in the Fund's yearly  performance  over the lifetime
of the Fund. They also compare the Fund's  performance to the performance of the
Russell  2000 Index**  during each  period.  You should be aware that the Fund's
past  performance  may not be an  indication of how the Fund will perform in the
future.

PERFORMANCE BAR
CHART AND TABLE
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31

40%                     -------  41.47%
35%                     -------
30%                     -------
25%                     -------
20%                     -------
15%                     -------
10%                     -------
05%                     -------             -------   5.15%
- ------------------------------------------------------------------
                         Year Ended       Year Ended
                        Dec. 31, 1997    Dec. 31, 1998

Best Quarter:           2nd Qtr   1997       20.14%
Worst Quarter:          3rd Qtr   1998      (18.19)%

Average Annual Total Returns (For Periods ending on December 31, 1998)
- ----------------------------------------------------------------------

                       The Fund        Russell 2000 Index**
                       --------        --------------------

One Year                 5.15%              (3.08)%
Inception (11/25/96)    20.59%              10.37%

For the Period 1/1/99 through  6/30/99,  the Fund's  annualized total return was
0.32%

**   The Russell 200 Index is a widely  recognized,  unmanaged index of the 2000
     companies  in the  United  States.  The Index is  generally  considered  to
     represent  approximately 90% of the publicly traded companies in the United
     States as measured by market capitalization. The Index assumes reinvestment
     of all dividends  and  distributions  and does not reflect any  asset-based
     charges for investment management or other expenses.

<PAGE>

WHAT ARE THE FUND'S FEES AND EXPENSES?

This  table  describes  the  fees and  expenses  you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES:
- -----------------
(fees paid directly from your investment)

MAXIMUM SALES CHARGE (LOAD)
IMPOSED ON PURCHASES                                          NONE

MAXIMUM DEFERRED SALES CHARGE (LOAD)                          NONE

REDEMPTION FEES                                               NONE

ANNUAL FUND OPERATING EXPENSES:
- -------------------------------
(expenses that are deducted from Fund assets)
MANAGEMENT FEES                                     (1)       1.15%
DISTRIBUTION & SERVICING (12B-1) FEES               (2)       0.25%
OTHER EXPENSES                                      (3)       0.25%
                                                              -----
TOTAL ANNUAL FUND
OPERATING EXPENSES                                            1.65%

1.   Management fees include a fee of 0.90% for investment advisory services and
     0.25%  for  administrative  services  provided  to the  Fund by the  Fund's
     Sponsor.
2.   Because  12b-1  fees are paid out of the  assets of the Fund on an  ongoing
     basis,  over time these fees will increase the cost of your  investment and
     may cost you more than paying other types of sales charges.
3.   Other  Expenses   included  fees  paid  to  the  Fund's   transfer   agent,
     administrator  and other  service  providers.  Because the Fund is offering
     these share Classes for the first time, these fees are estimated.

EXAMPLE:  THIS  EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.

THE EXAMPLE  ASSUMES  THAT YOU INVEST  $10,000 IN THE FUND FOR THE TIME  PERIODS
INDICATED  AND THEN  REDEEM  ALL YOUR  SHARES AT THE END OF THOSE  PERIODS.  THE
EXAMPLE ALSO ASSUMES THAT YOUR INVESTMENT HAS A 5% RETURN EACH YEAR AND THAT THE
FUND'S  OPERATING  EXPENSES  REMAIN THE SAME.  ALTHOUGH YOUR ACTUAL COSTS MAY BE
HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS YOUR COSTS WOULD BE:

                     1 YEAR    5 YEARS    10 YEARS
                     -------   -------    --------
                     $  168     $  897    $  1,955

IF YOU DID NOT REDEEM YOUR SHARES, YOUR EXPENSES WOULD BE THE SAME.

- --------------------------------------------------------------------------------

<PAGE>

                            QUAKER FIXED INCOME FUND

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund's investment objective is to generate current income, preserve capital,
and maximize total returns through active  management of investment  grade fixed
income securities. Total Return is derived by combining the total changes in the
principal  value of all the  Fund's  investments  with the total  dividends  and
interest paid to the Fund.

WHAT ARE THE FUND'S PRINCIPAL INVESTMENT STRATEGIES?

The Fund's Adviser seeks to achieve the Fund's investment objective by:

o    normally  investing at least 65% of the Fund's total assets in a variety of
     debt securities;
o    normally establishing a duration target for the Fund's portfolio similar to
     the duration of the Salomon Brother's Broad Investment Grade Index.
o    lengthening  the  duration  of the  Fund's  portfolio  when  yields  appear
     abnormally high, and shortening duration when yields appear abnormally low.
o    Changing the average  maturity  structure of the Fund to take  advantage of
     shifts in the general interest rate environment.
o    Structuring  the Fund's  portfolio to take  advantage of differences in the
     relative  valuation of U.S.  Treasury  securities  versus  mortgage  backed
     securities,  asset  backed  securities,  corporate  bonds  and U.S.  agency
     securities.

DURATION. Duration is an important concept in the Fund's fixed income management
philosophy.  "Duration"  is not the  same  thing  as  "maturity".  The  risks of
investing in debt  securities  generally  rise as the maturity of that  security
lengthens.  However,  measuring  risk solely by a security's  maturity is not an
entirely  accurate method of gauging risk.  Maturity takes into account only the
final  principal  payments to  determine  the price risk of a  particular  fixed
income security.

Duration,  on the other  hand,  weighs all  potential  cash  flows -  principal,
interest  and  reinvestment  income - on an expected  present  value  basis,  to
determine  the  "effective  maturity"  of the  security as opposed to the stated
maturity.  Using such an analysis,  a security  with a maturity of ten years may
only have a duration of six years.  Accordingly,  that  security has less actual
time risk than its maturity would lead you to believe.

Using a proprietary analytical model for predicting interest rate movements, the
Fund's  Adviser  determines  the  optimal  duration  target  for  the  Fund  and
determines which of the Fund's permissible  investments has the highest relative
valuations.  The Adviser then constructs and closely monitors a portfolio of the
securities   described  below  that  it  feels  will  most  likely  achieve  its
anticipated performance.

U.S. GOVERNMENT SECURITIES. The Fund invests in U.S. Government Securities, such
as U.S. Treasury notes, U.S. Treasury bonds, and U.S. Treasury bills; securities
guaranteed  by  the  U.S.   Government  such  as  Government  National  Mortgage
Association  ("GNMA");  and securities  issued by U.S.  Government  agencies and
instrumentalities.  Securities of some U.S.  Government  sponsored  entities are
supported by the full faith and credit of the U.S.

<PAGE>

Government (e.g.  GNMA), some are supported by the right of the issuer to borrow
from the U.S.  Government (e.g. FNMA, FHLMC), and some are supported only by the
credit of the issuer itself (e.g. SLMA, FFCB). You should be aware that the U.S.
Government   is  not   obligated   to  support  U.S.   Government   agencies  or
instrumentalities in the future, other than as set forth above.

MORTGAGE  PASS-THROUGH   CERTIFICATES.   These  securities  represent  undivided
ownership  interests in pools of mortgages.  Such certificates are guaranteed as
to payment of  principal  by the  issuer.  For  securities  issued by GNMA,  the
payment  of  principal  is also  backed by the full faith and credit of the U.S.
Government.  Mortgage  pass-through  certificates  issued  by FNMA or FHLMC  are
guaranteed  as to  payment  of  principal  by the  credit  of the  issuing  U.S.
Government agency. Securities issued by other non-governmental entities (such as
commercial  banks or mortgage  bankers)  may offer  credit  enhancement  such as
guarantees,  insurance, or letters of credit. Mortgage pass-through certificates
are  subject to more rapid  prepayment  than their  stated  maturity  date would
indicate;  their  rate of  prepayment  tends to  accelerate  during  periods  of
declining  interest rates or increased  property transfers and, as a result, the
proceeds from such prepayments may be reinvested in instruments which have lower
yields.

COLLATERALIZED  MORTGAGE  OBLIGATIONS.  The Fund may  invest  in  collateralized
mortgage obligations ("CMOs"), which are generally securities backed by mortgage
pass-through certificates or whole mortgage loans (actual mortgages with similar
interest rate and credit  characteristics  bundled and sold as a package).  CMOs
are usually  structured into classes of varying maturities and principal payment
priorities.  CMOs pay interest and principal  (including  prepayments)  monthly,
quarterly  or  semi-annually.  The Fund's  Adviser  will  invest in CMOs when it
determines that such securities fit the investment objective and policies of the
Fund.

ASSET-BACKED SECURITIES.  In addition to CMOs, the Fund may also invest in other
asset-backed  securities,  such as securities backed by automobile loans, credit
card  receivables,  marine loans,  recreational  vehicle loans and  manufactured
housing loans. Typically, asset-backed securities represent undivided fractional
interests  in a trust  whose  assets  consist  of a pool of loans  and  security
interests  in the  collateral  securing  the loans.  Payments of  principal  and
interest on  asset-backed  securities are passed through  monthly to certificate
holders and are usually  guaranteed up to a certain  amount and time period by a
letter of credit issued by a financial institution.  You should be aware that if
the letter of credit is exhausted and the full amounts due on  underlying  loans
are not received because of unanticipated costs, depreciation, damage or loss of
the collateral securing the contracts, or other factors, certificate holders may
experience  delays in  payment  or losses on  asset-backed  securities.  In some
cases,  asset-backed securities are divided into senior and subordinated classes
so as to enhance the quality of the senior class.  Underlying  loans are subject
to prepayment, which may reduce the overall return to certificate holders. Fixed
Income will invest only in asset-backed securities rated A or better by Moody's,
S&P, Fitch, or D&P, or if not rated, of equivalent  quality as determined by the
Funds' Adviser.

<PAGE>

FLOATING  RATE  SECURITIES.  The Fund may invest in variable  or  floating  rate
securities that adjust the interest rate paid at periodic  intervals based on an
interest rate index. Typically,  floating rate securities use as their benchmark
an index such as the 1, 3 or 6 month London Inter Bank Offering Rate (LIBOR), 3,
6 or 12 month Treasury bills, or the Federal Funds rate. Resets of the rates can
occur at  predetermined  intervals or whenever  changes in the  benchmark  index
occur.

CORPORATE  BONDS.  Fixed  Income  may  invest in notes and bonds  issued by U.S.
Corporations and foreign  corporations rated by a U.S. rating service and traded
on a U.S. exchange. All corporate securities will be of investment grade quality
as  determined  by Moody's,  S&P,  Fitch,  and D&P, or if no rating  exists,  of
equivalent  quality  as  determined  by  FAM.  See,  "Investment  Limitations  -
Investment  Grade  Securities".  FAM will  monitor  continuously  the ratings of
securities held by the Fund and the creditworthiness of their issuers.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

General Risks- All investments are subject to inherent risks, and the Fund is no
exception.  Accordingly,  you may lose money by investing in the Fund.  When you
sell your  Fund  shares,  they may be worth  more or less than what you paid for
them  because  the value of the Fund's  investments  will vary from  day-to-day,
reflecting  changes in market  conditions,  interest  rates and  numerous  other
factors.  Anyone may invest in the Fund, but the Fund is primarily  designed for
tax-exempt  institutional  investors such as pension and  profit-sharing  plans,
endowments,  foundations,  employee benefit trusts, and certain individuals. The
Fund invests without regard to federal tax considerations  other than those that
apply to Fixed Income's status as a tax-exempt entity.

Debt  Securities.  The Fund  normally  invests  in debt  securities.  All of the
securities  described  above are considered to be debt  securities.  The primary
risks of investing in debt securities are interest rate risk and credit risk.

As interest rates generally  rise, the value of debt securities  generally fall.
The longer a debt  security  has until it matures,  the more  severely its price
will change when interest rates change.

The value of a debt security can change due to a change in the  creditworthiness
of the issuer. The less creditworthy the issuer, the less desirable the security
and the lower its value. Debt securities guaranteed as to principal and interest
by the full faith and credit of the U.S. Government are essentially  credit-risk
free.  The  creditworthiness  of  other  securities  largely  depends  upon  the
creditworthiness of the issuer. The issuer's credit rating can change over time,
and  when  this  happens  it can have a  negative  affect  on the  value of such
issuer's securities.

All  securities  purchased for the Fund will be of  investment  grade quality as
determined by Moody's  Investors  Service,  Inc.  ("Moodys"),  Standard & Poor's
Ratings Group ("S&P"), Fitch Investors Service, Inc. ("Fitch"), or Duff & Phelps
("D&P"),  or if no rating  exists,  of  equivalent  quality as determined by the
Adviser,  under the  Supervision  of the Board of Trustees.  For a more complete
description  of the various bond ratings for  Moody's,  S&P,  Fitch and D&P, see
Appendix A to the Statement of Additional Information.

<PAGE>

Year 2000 Risks- As with other mutual funds, businesses, financial organizations
and individuals  around the world,  the Fund could be adversely  affected if the
computer  systems  used by the Adviser and the Fund's  other  service  providers
don't properly process and calculate date-related  information and data from and
after  January  1,  2000.  This is  commonly  known as the "Year  2000" or "Y2K"
problem.  The Adviser has  assured the Trust that the  computer  systems it uses
have been tested and are Y2K compliant. The Fund's other major service providers
have provided similar assurances to the Fund.

At the present time,  the Fund  believes  that its exposure to losses  resulting
from the Y2K problem are minimal.  However,  neither the Fund or the Adviser can
insure that the Fund is immune from Y2K problems.  The primary unidentified risk
to the Fund at this point in time concerns the Y2K  preparedness of companies in
which the Fund invests,  and foreign issuers in particular.  Foreign issuers may
not be as well prepared for the Y2K problem as U.S.  issuers,  and this may pose
additional  risk to the Fund.  The Fund's  Adviser will  continue to monitor the
companies  in which the Fund invests for  evidence of Y2K  preparedness,  or the
lack  thereof,  and will adjust the Fund's  portfolio as needed to minimize such
risks.

HOW HAS THE FUND PERFORMED IN THE PAST?

The bar chart and table below help show the returns  and risks of  investing  in
the Fund. They show changes in the Fund's yearly  performance  over the lifetime
of the Fund. They also compare the Fund's  performance to the performance of the
Solomon Broad Investment  Grade Index** during each period.  You should be aware
that the Fund's past  performance  may not be an indication of how the Fund will
perform in the future.

PERFORMANCE BAR
CHART AND TABLE
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31

10%                     -------  8.11       -------  8.52
05%                     -------             -------
- ------------------------------------------------------------------
                         Year Ended       Year Ended
                        Dec. 31, 1997    Dec. 31, 1998

Best Quarter:           3rd Qtr   1998       4.91%
Worst Quarter:          1st Qtr   1997      (1.12)%

Average Annual Total Returns (For Periods ending on December 31, 1998)
- ----------------------------------------------------------------------

                                   Solomon Broad Investment
                      The Fund          Grade Index**
                      --------     ------------------------

One Year                8.11%               9.64%
Inception(11/25/96)     6.99%               8.27%

For the Period 1/1/99 through  6/30/99,  the Fund's  annualized total return was
(5.33)%

**   The Solomon Broad  Investment Grade Index is an unmanaged index composed of
     a broad variety of investment grade bonds.  The Index assumes  reinvestment
     of all dividends  and  distributions  and does not reflect any  asset-based
     charges for investment management or other expenses.

<PAGE>

WHAT ARE THE FUND'S FEES AND EXPENSES?

This  table  describes  the  fees and  expenses  you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES:
- -----------------
(fees paid directly from your investment)

MAXIMUM SALES CHARGE (LOAD)
IMPOSED ON PURCHASES                                          NONE

MAXIMUM DEFERRED SALES CHARGE (LOAD)                          NONE

REDEMPTION FEES                                               NONE

ANNUAL FUND OPERATING EXPENSES:
- -------------------------------
(expenses that are deducted from Fund assets)
MANAGEMENT FEES                                     (1)       0.65%
DISTRIBUTION & SERVICE (12B-1) FEES                 (2)       0.25%
OTHER EXPENSES                                      (3)       0.25%
                                                              -----
TOTAL ANNUAL FUND
OPERATING EXPENSES                                            1.05%

1.   Management fees include a fee of 0.40% for investment advisory services and
     0.25%  for  administrative  services  provided  to the  Fund by the  Fund's
     Sponsor.
2.   Because  12b-1  fees are paid out of the  assets of the Fund on an  ongoing
     basis,  over time these fees will increase the cost of your  investment and
     may cost you more than paying other types of sales charges.
3.   Other  Expenses   included  fees  paid  to  the  Fund's   transfer   agent,
     administrator  and other  service  providers.  Because the Fund is offering
     these share Classes for the first time, these fees are estimated.

EXAMPLE:  THIS  EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.

THE EXAMPLE  ASSUMES  THAT YOU INVEST  $10,000 IN THE FUND FOR THE TIME  PERIODS
INDICATED  AND THEN  REDEEM  ALL YOUR  SHARES AT THE END OF THOSE  PERIODS.  THE
EXAMPLE ALSO ASSUMES THAT YOUR INVESTMENT HAS A 5% RETURN EACH YEAR AND THAT THE
FUND'S  OPERATING  EXPENSES  REMAIN THE SAME.  ALTHOUGH YOUR ACTUAL COSTS MAY BE
HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS YOUR COSTS WOULD BE:

                     1 YEAR    5 YEARS    10 YEARS
                     -------   -------    --------
                     $  107     $  579    $  1,283

IF YOU DID NOT REDEEM YOUR SHARES, YOUR EXPENSES WOULD BE THE SAME.

- --------------------------------------------------------------------------------

<PAGE>

                    THE FUNDS' INVESTMENT ADVISERS & SPONSOR

FOR THE QUAKER CORE EQUITY FUND:
Geewax,  Terker & Co.  ("GTC")  provides  the Core Equity Fund with a continuous
program of investment  management,  including the  composition of its portfolio,
and furnishes advice and recommendations with respect to investments, investment
policies and the purchase and sale of securities.

GTC was established as a Pennsylvania  partnership in 1982, and is registered as
an investment adviser under the Investment Advisors Act of 1940, as amended. GTC
currently  serves as  investment  advisor to over $3.5  billion  in assets.  GTC
operates as an  investment  advisory  firm,  and has been  rendering  investment
counsel,  utilizing investment  strategies  substantially similar to that of the
Core Equity Fund, to  individuals,  pension and profit  sharing  plans,  trusts,
estates,  charitable organizations and corporations since 1987. GTC's address is
99 Starr Street, Phoenixville,  Pennsylvania 19460. GTC is controlled by John J.
Geewax and Bruce E. Terker.

John J. Geewax,  general partner of GTC, has  responsibility  for the day-to-day
management of the Fund's portfolio.  Prior to establishing Geewax,  Terker & Co.
in 1982,  Mr.  Geewax  served as a portfolio  manager  with  Pennsylvania  Asset
Services  beginning in 1980. He was also an instructor at the Wharton  School of
the University of Pennsylvania from 1980 to 1982.

Messrs.  Geewax and Terker, under the aegis Geewax,  Terker & Co., have provided
investment  management  services  and  counseling  to a  significant  number  of
individual clients,  large institutional clients and other registered investment
companies,  including  the Noah Fund and  Vanguard  Trustees  Equity  Fund since
founding the company.

Under the Advisory  Agreement with the Trust, GTC receives a monthly  management
fee equal to an annual rate of 0.75% of the average daily net asset value of the
Fund.  For the fiscal  year ending  June 30,  1999,  the Fund paid the Adviser a
total of $109,971, and the Adviser waived $16,165 of such fees.

FOR THE QUAKER AGGRESSIVE GROWTH FUND:
DG Capital Management,  Inc. ("DGCM") provides the Quaker Aggressive Growth Fund
with a continuous program of investment management, including the composition of
its  portfolio,  and  furnishes  advice  and  recommendations  with  respect  to
investments,  investment  policies  and the  purchase  and  sale of  securities,
pursuant to an Investment  Advisory  Agreement  ("Advisory  Agreement") with the
Trust.

DGCM  was  established  as a sole  proprietorship  in 1985  and  converted  to a
Massachusetts  corporation  in 1996,  and is  registered  under  the  Investment
Advisors Act of 1940, as amended. DGCM currently serves as investment advisor to
over  $10  million  in  assets.  DGCM  has been  rendering  investment  counsel,
utilizing investment strategies  substantially similar to that of the Aggressive
Growth Fund, to individuals,  banks and thrift institutions,  pension and profit
sharing plans, trusts, estates,  charitable organizations and corporations since
1985. DGCM's address is 121 High Street,  Boston,  Massachusetts  02110. DGCM is
controlled by Manu Daftary.  Mr. Daftary is the President of DGCM and the firm's
sole shareholder.

<PAGE>

Manu  Daftary is the  Fund's  portfolio  manager  and has been  responsible  for
day-to-day  management of the Fund's portfolio since its inception.  He has been
with DGCM since July 1996.  Previously Mr. Daftary was a portfolio  manager with
Greenville  Capital  Management  during  1995 and early  1996;  was Senior  Vice
President/Portfolio   Manager  with  Hellman,  Jordan  Management  Company  from
1993-1995;  was  co-manager of the  institutional  growth stock  portfolio  with
Geewax,  Terker & Co. from 1988-1993.  Investment advisory services are the sole
business of both DGCM and Mr. Daftary.

Under the Advisory  Agreement with the Trust, DGCM receives a monthly management
fee equal to an annual rate of 0.75% of the average daily net asset value of the
Fund.  For the fiscal  year ending  June 30,  1999,  the Fund paid the Adviser a
total of $18,600, and the Adviser waived $16,878 of such fees.

FOR THE QUAKER LARGE-CAP VALUE AND MID-CAP VALUE FUNDS:
Compu-Val  Investments,  Inc.  ("CVI") provides the Large-Cap Value Fund and the
Mid-Cap Value Fund with a continuous program of investment management, including
the composition of its portfolio,  and furnishes advice and recommendations with
respect  to  investments,  investment  policies  and the  purchase  and  sale of
securities,  pursuant to an Investment Advisory Agreement ("Advisory Agreement")
with the Trust.

CVI was  established as a Delaware  corporation in 1974 and is registered  under
the  Investment  Advisors  Act of 1940,  as  amended.  CVI  currently  serves as
investment  advisor  to over $170  million  in  assets.  CVI has been  rendering
investment counsel,  utilizing investment  strategies  substantially  similar to
that of the Large-Cap Value And Mid-Cap Value Funds,  to individuals,  banks and
thrift  institutions,   pension  and  profit  sharing  plans,  trusts,  estates,
charitable  organizations  and  corporations  since 1974.  CVI's address is 1702
Lovering Avenue, Wilmington,  Delaware, 19806. CVI is controlled by James Kalil,
Ph.D. and Donald J. Kalil.

Christopher O'Keefe,  Director of Equity Research for the Advisor since 1995, is
the Funds' portfolio manager.  Previously, Mr. O'Keefe was an investment analyst
with CoreStates Investment Advisors, Philadelphia, PA , since 1989.

Under the Advisory  Agreement with the Trust, CVI receives a monthly  management
fee equal to an annual  rate of 0.75% of the  average  daily net asset  value of
each Fund.  For the fiscal year ending June 30, 1999, the Funds paid the Adviser
a total of $16,846 and $70,885,  respectively, and the Adviser waived $7,883 and
16,746, respectively of such fees.

FOR THE QUAKER SMALL-CAP VALUE FUND:
Aronson + Partners  ("Aronson")  provides the Quaker Small-Cap Value Fund with a
continuous  program of investment  management,  including the composition of its
portfolio, and furnishes advice and recommendations with respect to investments,
investment  policies  and the purchase  and sale of  securities,  pursuant to an
amended  Investment  Advisory Agreement  ("Advisory  Agreement") with the Trust,
dated October 19, 1998.

Aronson was established as a Pennsylvania  partnership in 1984 and is registered
as an investment adviser under the Investment  Advisors Act of 1940, as amended.
Aronson currently serves as

<PAGE>

investment  advisor to over $1.4 billion in assets.  Aronson has been  rendering
investment counsel,  utilizing investment  strategies  substantially  similar to
that of the Small-Cap Value Fund, to individuals, banks and thrift institutions,
pension and profit sharing plans, trusts, estates,  charitable organizations and
corporations  since its inception in 1984.  Aronson's address is 230 South Broad
Street, 20th Floor,  Philadelphia,  Pennsylvania 19012. Aronson is controlled by
Theodore R. Aronson.

Mr.  Aronson  has been  responsible  for  day-to-day  management  of the  Fund's
portfolio  since its  inception.  He has been with  Aronson  since  August 1984.
Previously Mr. Aronson was a partner with Addison Capital Management.

Under the Advisory  Agreement  with the Trust,  Aronson is paid a base fee (Base
Fee) at an  annual  rate of  0.90% of the  daily  net  assets  of the Fund to be
computed and paid quarterly when the cumulative  investment results for the Fund
over the prior running twelve (12) months exceed the return for the Russell 2000
Index for the same period by at least 3.0%.  Adjustment  factors will be applied
to the investment advisory fee according to the following formula.:

Cumulative 12 months                        Performance Fee
Return versus the Index                     Adjustment

Less than + 1.0%                            0.3333 X Base Fee
Between +1.0 and +1.5%                      0.4664 X Base Fee
Between +1.5 and +2.0%                      0.5998 X Base Fee
Between +2.0 and +2.5%                      0.7332 X Base Fee
Between +2.5 and + 3.0%                     0.8666 X Base Fee
At +3.0%                                    1.0000 X Base Fee
Between +3.0 and + 3.5%                     1.1334 X Base Fee
Between +3.5 and + 4.0%                     1.2668 X Base Fee
Between +4.0 and + 4.5%                     1.4002 X Base Fee
Between +4.5 and + 5.0%                     1.5336 X Base Fee
More than +5.0%                             1.6667 X Base Fee

For the fiscal year ending June 30,  1999,  the Fund paid the Adviser a total of
$85,980, and the Adviser waived $29,827 of such fees.

FOR THE QUAKER FIXED-INCOME FUND
Fiduciary  Asset  Management Co.  ("FAM")  provides the Quaker Fixed Income Fund
with a continuous program of investment management, including the composition of


the Fund's portfolio,  and furnishes advice and recommendations  with respect to
investments,  investment  policies  and the  purchase  and  sale of  securities,
pursuant to an Investment  Advisory  Agreement  ("Advisory  Agreement") with the
Trust.

FAM was  established  as a Missouri  corporation in 1994 and is registered as an
investment  adviser under the Investment  Advisors Act of 1940, as amended.  FAM
currently serves as investment advisor to over $3.7 billion in assets, rendering
investment counsel and utilizing investment strategies  substantially similar to
that of the Fund, to  individuals,  banks and thrift  institutions,  pension and
profit sharing plans, trusts, estates, charitable organizations and corporations
since its inception in 1994. FAM's address is 8112 Maryland Avenue, Suite 310,

<PAGE>

Clayton, Missouri 63105. FAM is controlled by Charles D. Walbrandt.

Wiley D. Angell has been  responsible  for  day-to-day  management  of the Fixed
Income Fund's portfolio since its inception.  Mr. Angell has been with FAM since
its inception in June 1994. Previously Mr. Angell was Corporate Director,  Fixed
Income Portfolio Manager with General Dynamics Corporation.

Under the Advisory  Agreement with the Trust, FAM receives a monthly  management
fee equal to an annual rate of 0.45% of the average daily net asset value of the
Fixed Income Fund.  For the fiscal year ending June 30, 1999,  the Fund paid the
Adviser a total of $30,773, and the Adviser waived $25,611 of such fees.

THE FUNDS' SPONSOR:
Pursuant to a Sponsorship  Agreement  adopted by the Trust for each Fund, Quaker
Funds,  Inc.,  provides  shareholder  servicing  activities  for  each  Fund not
otherwise provided by each Fund's Administrator or Custodian,  for which it will
receive a fee at an annual rate of 0.25% of the average daily net assets of each
Fund. Quaker Funds,  Inc. also provides  oversight with respect to each Advisor,
arranges for payment of investment advisory and administrative fees, coordinates
payments  under each Fund's  Distribution  Plan,  develops  communications  with
existing Fund shareholders,  assists in responding to shareholder inquiries, and
provides other shareholder  servicing tasks. For the fiscal year ending June 30,
1999, the Sponsor waived receipt of such fees.

                     HOW TO BUY AND SELL SHARES OF THE FUND

INVESTING IN THE FUND

Determining Share Prices
- ------------------------
Shares of each Fund are offered at each share's next  calculated net asset value
("NAV").  NAV per share is calculated  by adding the value of Fund  investments,
cash and other  assets,  subtracting  Fund  liabilities,  and then  dividing the
result by the number of shares  outstanding.  The Fund generally  determines the
total value of its shares by using market prices for the  securities  comprising
its portfolio.  Securities for which  quotations are not available and any other
assets  are  valued at fair  market  value as  determined  in good faith by each
Fund's  Advisor,  subject to the review and supervision of the Board of Trustee.
Each  Fund's per share NAV is  computed  on all days on which the New York Stock
Exchange ("NYSE") is open for business, at the close of regular trading hours on
the  Exchange,  currently  4:00 p.m.  Eastern  time.  In the event that the NYSE
closes early, the share price will be determined as of the time of closing.

Variable Pricing System
- -----------------------
Each  Fund  in the  Quaker  Family  of  Funds  offers  No-load  shares  by  this
prospectus.  The Trust also offers other classes of shares with sales loads, but
lower  minimum  investment  amounts.  Each  share  class in any  Fund  represent
interests in the same portfolio of investments in that Fund.

Distribution Fees
- -----------------
Quaker  Investment Trust (the "Trust") has adopted  distribution and shareholder
servicing plans

<PAGE>

(the "Distribution Plans"),  pursuant to Rule 12b-1 under The Investment Company
Act of 1940, as amended (the "1940 Act"), by Class of Shares, for each Fund. The
Distribution  Plans  provide for fees to be deducted from the average net assets
of the Funds in order to compensate the Sponsor or others for expenses  relating
to the promotion and sale of shares of each Fund.

Under the  No-Load  Plan,  each Fund  compensates  the  Sponsor  and  others for
distribution  expenses  at a maximum  annual  rate of 0.25% (of which,  the full
amount may be service fees),  payable on a monthly basis, of each Fund's average
daily net assets attributable to No-Load shares.

The Distribution  Plans provide that the Funds may finance  activities which are
primarily intended to result in the sale of the Funds' shares, including but not
limited to,  advertising,  printing of  prospectuses  and reports for other than
existing shareholders, preparation and distribution of advertising materials and
sales literature, and payments to dealers and shareholder servicing agents.

The Distribution  Plans are reviewed  annually by the Trust's Board of Trustees,
and may be  renewed  only by  majority  vote of the  shareholders  of the Funds'
Classes,  or by  majority  vote of the Board,  and in both cases also a majority
vote of the  "disinterested"  Trustees of the Trust,  as that term is defined in
the 1940 Act.

Minimum Investment Amounts
- --------------------------
Payments for Fund shares should be in U.S.  dollars,  and in order to avoid fees
and  delays,  should be drawn on a U.S.  bank.  Fund  management  may reject any
purchase order for Fund shares and may waive the minimum  investment  amounts in
its sole discretion.

Your  purchase of Fund  shares is subject to the  following  minimum  investment
amounts:

                        MINIMUM             MINIMUM
TYPE OF                 INVESTMENT          SUBSEQUENT
ACCOUNT                 TO OPEN ACCOUNT     INVESTMENTS
- --------------------------------------------------------------------------------
REGULAR                 $10,000             $250

                        AUTOMATIC INVESTMENT PLAN MEMBERS

                        MINIMUM             MINIMUM
TYPE OF                 INVESTMENT          SUBSEQUENT
ACCOUNT                 TO OPEN ACCOUNT     INVESTMENTS
- --------------------------------------------------------------------------------
REGULAR                 $10,000             $100 per month minimum


Opening and Adding To Your Account
- ----------------------------------
You can invest in the Funds by mail,  wire  transfer  and through  participating
financial  service  professionals.  After you have  established your account and
made your first purchase,  you may also make subsequent  purchases by telephone.
You may also  invest  in the  Funds  through  an  automatic  payment  plan.  Any
questions you may have can be answered by calling 1-800-220-8888.

<PAGE>

Purchasing Shares By Mail
- -------------------------
To make your  initial  investment  in the Funds,  simply  complete  the  Account
Registration  Form  included with this  Prospectus,  make a check payable to the
Fund of your choice, and mail the Form and check to:

                             Quaker Investment Trust
                         c/o Declaration Service Company
                           555 North Lane, Suite 6160
                             Conshohocken, PA 19460

To make  subsequent  purchases,  simply make a check payable to the Fund of your
choice and mail the check to the  above-mentioned  address. Be sure to note your
Fund account number on the check.

Your purchase order,  if accompanied by payment,  will be processed upon receipt
by Declaration Service Company, the Fund's Transfer Agent. If the Transfer Agent
receives  your order and  payment  by the close of  regular  trading on the NYSE
(currently 4:00 p.m. Eastern time),  your shares will be purchased at the Fund's
NAV  calculated  at the close of regular  trading on that day.  Otherwise,  your
shares  will be  purchased  at the NAV  determined  as of the  close of  regular
trading on the next business day.

Purchasing Shares by Wire Transfer
- ----------------------------------
To make an initial  purchase  of shares by wire  transfer,  you need to take the
following steps:

     1.   Fill out and mail or fax an Account Application to the Transfer Agent
     2.   Call 1-800-220-8888 to inform us that a wire is being sent.
     3.   Obtain an account number from the Transfer Agent.
     4.   Ask your bank to wire funds to the account of:

                            First Union National Bank
                   Charlotte, North Carolina, ABA # 031201467
                           Credit Acct #2014217164231
                 For further credit to (Your Name and Account #)

Include  your  name(s),  address and  taxpayer  identification  number or Social
Security  number on the wire transfer  instructions.  The wire should state that
you are opening a new Fund account.

To make  subsequent  purchases  by wire,  ask your bank to wire funds  using the
instructions  listed  above,  and be sure to include your account  number on the
wire transfer instructions.

If you  purchase  Fund  shares by wire,  you must  complete  and file an Account
Registration Form with the Transfer Agent before any of the shares purchased can
be redeemed.  Either fill out and mail the  Application  Form included with this
prospectus,  or call the transfer  agent and they will send you an  application.
You should contact your bank (which will need to be a commercial  bank that is a
member of the Federal  Reserve System) for information on sending funds by wire,
including any charges that your bank may make for these services.

<PAGE>

Purchases through Financial Service Organizations
- -------------------------------------------------
You may purchase shares of the Funds through participating brokers, dealers, and
other financial professionals.  Simply call your investment professional to make
your  purchase.  If you are a client of a securities  broker or other  financial
organization,  such  organizations may charge a separate fee for  administrative
services in connection  with  investments  in Fund shares and may impose account
minimums  and  other  requirements.  These  fees  and  requirements  would be in
addition to those imposed by the Fund. If you are investing through a securities
broker or other financial  organization,  please refer to its program  materials
for any additional  special  provisions or conditions that may be different from
those described in this Prospectus (for example, some or all of the services and
privileges described may not be available to you).  Securities brokers and other
financial  organizations have the responsibility of transmitting purchase orders
and funds, and of crediting their customers' accounts following redemptions,  in
a  timely  manner  in  accordance  with  their  customer   agreements  and  this
Prospectus.

Purchasing Shares by Automatic Investment Plan
- ----------------------------------------------
You may  purchase  shares of the Funds  through  an  Automatic  Investment  Plan
("Plan").  The Plan  provides a  convenient  way for you to have money  deducted
directly from your checking, savings, or other accounts for investment in shares
of the Funds.  You can take  advantage of the Plan by filling out the  Automatic
Investment Plan application,  included with this Prospectus. You may only select
this  option  if  you  have  an  account  maintained  at  a  domestic  financial
institution   which  is  an  Automated   Clearing  House  member  for  automatic
withdrawals under the Plan. The Trust may alter,  modify, amend or terminate the
Plan at any time, and will notify you at least 30 days in advance if it does so.
For more information, call the Transfer Agent at 1-800-220-8888.

Purchasing Shares by Telephone
- ------------------------------
In order to be able to purchase  shares by telephone,  your account  authorizing
such  purchases  must have been  established  prior to your call.  Your  initial
purchase of shares may not be made by telephone.  Shares  purchased by telephone
will be purchased at their per share public  offering  price  determined  at the
close of business on the day that the Transfer  Agent receives  payment  through
the Automated Clearing House, which could be as many as two days after you place
your order for shares. Call the Transfer Agent for details.

You may make  purchases by telephone  only if you have an account at a bank that
is a member of the Automated Clearing House. Most transfers are completed within
three business days of your call. To preserve flexibility,  the Trust may revise
or eliminate the ability to purchase  Fund shares by phone,  or may charge a fee
for such service,  although the Trust does not currently expect to charge such a
fee.

The Funds'  Transfer Agent employs certain  procedures  designed to confirm that
instructions communicated by telephone are genuine. Such procedures may include,
but are not limited to, requiring some form of personal  identification prior to
acting upon telephonic instructions, providing written confirmations of all such
transactions,  and/or  tape  recording  all  telephonic  instructions.  Assuming
procedures such as the above have been followed,  neither the Transfer Agent nor
the  applicable  Fund will be liable for any loss,  cost,  or expense for acting
upon  telephone  instructions  that are believed to be genuine.  The Trust shall
have  authority,  as your agent,  to redeem  shares in your account to cover any
such loss. As a result of this policy, you will bear the risk of any loss unless
the Trust and/or Transfer Agent has failed to follow

<PAGE>

procedures such as the above.  However, if the Trust and/or Transfer Agent fails
to follow procedures  reasonably designed to prevent fraud, it may be liable for
such losses.

Miscellaneous Purchase Information
- ----------------------------------
All  applications  to purchase  shares of the Fund are subject to  acceptance or
rejection  by  authorized  officers of the  Company  and are not  binding  until
accepted.  Applications  will not be  accepted  unless they are  accompanied  by
payment in U.S.  funds.  Payment must be made by check or money order drawn on a
U.S. bank,  savings and loan  association or credit union.  The Fund's custodian
may charge a fee against your account,  in addition to any loss sustained by the
Fund,  for any payment check returned to the custodian for  insufficient  funds.
The Fund reserves the right to refuse to accept applications under circumstances
or in amounts considered disadvantageous to shareholders.  If you place an order
for Fund shares through a securities  broker, and you place your order in proper
form before 4:00 p.m.  Eastern time on any business day in accordance with their
procedures,  your purchase will be processed at the NAV  calculated at 4:00 p.m.
on that day, provided the securities broker transmits your order to the Transfer
Agent before 5:00 p.m.  Eastern  time.  The  securities  broker must send to the
Transfer Agent  immediately  available funds in the amount of the purchase price
within three business days for the order.

HOW TO SELL (REDEEM) YOUR SHARES

You may sell your  shares at any time.  You may  request the sale of your shares
either by mail, by telephone or by wire.

By Mail
- -------
Sale requests should be mailed via U.S. mail or overnight courier service to:

          Declaration Service Company
          555 North Lane, Suite 6160
          Conshohocken, PA  19460

The  redemption  price  you  receive  will be your  Fund's  per  share  NAV next
calculated  after  receipt of all required  documents in good order.  Payment of
redemption  proceeds will be made no later than the third business day after the
valuation date unless  otherwise  expressly agreed by the parties at the time of
the  transaction.  If you  purchase  your  shares by check and then  redeem your
shares  before  your  check has  cleared,  the  Trust  may hold your  redemption
proceeds until your check clears,  or for 15 days,  whichever  comes first.  The
Trust has reserved the right to redeem shares of the Fund for securities instead
of cash under certain circumstances.

"Good order" means that your redemption request must include:

1.   Your account number;
2.   The Fund from which you are redeeming shares;
3.   The  number of  shares to be sold  (redeemed)  or the  dollar  value of the
     amount to be redeemed;
4.   The  signatures of all account owners exactly as they are registered on the
     account;
5.   Any required signature guarantees; and
6.   Any supporting legal documentation that is required in the case of estates,
     trusts, corporations

<PAGE>

     or partnerships and certain other types of accounts.

Signature Guarantees --
- -----------------------
A  signature  guarantee  of each  owner is  required  to  redeem  shares  in the
following situations, for all size transactions:

o    if you change the ownership on your account;
o    when you want the redemption  proceeds sent to a different  address than is
     registered on the account;
o    if the proceeds are to be made payable to someone  other than the account's
     owner(s);
o    any redemption transmitted by federal wire transfer to your bank; and
o    if a change  of  address  request  has been  received  by the  Trust or the
     Transfer Agent within 15 days previous to the request for redemption.

In addition, signature guarantees are required for all redemptions of $25,000 or
more from any Fund shareholder account. A redemption will not be processed until
the signature guarantee, if required, is received by the Transfer Agent.

Signature  guarantees are designed to protect both you and the Trust from fraud.
To obtain a signature guarantee,  you should visit a bank, trust company, member
of a  national  securities  exchange,  other  broker-dealer,  or other  eligible
guarantor  institution.  (Notaries public cannot provide signature  guarantees.)
Guarantees must be signed by an authorized  person at one of these  institutions
and be accompanied by the words, "Signature Guarantee."

The Trust may also rely upon confirmation of redemption requests transmitted via
facsimile (FAX# 610-832-1067). The confirmation instructions must include:

1)   Shareholder name, name of applicable Fund, and account number;
2)   Number of shares or dollar amount to be redeemed;
3)   Instructions for transmittal of redemption funds to the shareholder; and
4)   Shareholder  signature as it appears on the  application  then on file with
     the Trust.

By Telephone
- ------------
You may redeem your shares by calling the Transfer  Agent at  1-800-220-8888  if
you elected to use  telephone  redemption on your account  application  when you
initially purchased shares.  Redemption proceeds must be transmitted directly to
you or to your pre-designated  account at a domestic bank. You may not redeem by
telephone if a change of address  request has been  received by the Trust or the
Transfer  Agent  within 15 days  prior to the  request  for  redemption.  During
periods of substantial economic or market changes,  telephone redemptions may be
difficult  to  implement.  If you are unable to contact  the  Transfer  Agent by
telephone,  shares may be  redeemed by  delivering  your  redemption  request in
person or by mail. In addition, interruptions in telephone service may mean that
you will be unable to effect a redemption by telephone exactly when desired.

By Wire
- -------
You may request the redemption  proceeds be wired to your  designated bank if it
is a member bank or a  correspondent  of a member  bank of the  Federal  Reserve
System. The Fund's Custodian

<PAGE>

may charge a fee for outgoing wires.

Redemption At The Option Of The Trust
- -------------------------------------
If the value of the shares in your account falls to less than $10,000, the Trust
may notify you that,  unless your account is  increased to $10,000 in value,  it
will redeem all your  shares and close the account by paying you the  redemption
proceeds and any dividends and distributions  declared and unpaid at the date of
redemption.  You will have thirty  days after  notice to bring the account up to
$10,000 before any action is taken.  This right of redemption shall not apply if
the value of your account  drops below  $10,000 as the result of market  action.
The Trust  reserves this right because of the expense to the Fund of maintaining
relatively small accounts.

Exchange Feature.
- -----------------
You may  exchange  your shares of any Fund for the same share class of any other
Fund of the Trust without  incurring any additional  sales charges.  An exchange
involves  the  simultaneous  redemption  of shares of one Fund and  purchase  of
shares of another Fund at the respective closing net asset value next determined
after a request for redemption has been received,  and is a taxable transaction.
Shares of each Fund may be  exchanged  for shares of any other Fund of the Trust
at the net asset  value.  You may direct the Trust to  exchange  your  shares by
contacting  the  Transfer  Agent.  The  request  must be signed  exactly  as the
investor's  name  appears on the  account,  and it must also provide the account
number,  number of shares to be  exchanged,  the name of the series to which the
exchange will take place and a statement as to whether the exchange is a full or
partial redemption of existing shares.

A pattern of frequent exchange  transactions may be deemed by the Distributor to
be an abusive  practice that is not in the best interests of the shareholders of
the Funds. Such a pattern may, at the discretion of the Distributor,  be limited
by that Fund's refusal to accept further purchase and/or exchange orders,  after
providing the investor with 60 days prior notice.  The Distributor will consider
all  factors it deems  relevant  in  determining  whether a pattern of  frequent
purchases,  redemptions and/or exchanges by a particular investor is abusive and
not in the best interests of the Funds or its other  shareholders.  The Board of
Trustees of the Trust  reserves the right to suspend or terminate,  or amend the
terms  of,  the  exchange   privilege   upon  60  days  written  notice  to  the
shareholders.

Systematic Withdrawal Plan.
- ---------------------------
Shareholders  owning  shares  with a value of  $10,000 or more may  establish  a
Systematic  Withdrawal  Plan.  A  shareholder  may receive  monthly or quarterly
payments, in amounts of not less than $100 per payment, by authorizing the Funds
to redeem the necessary number of shares  periodically (each month, or quarterly
in the  months of March,  June,  September  and  December)  in order to make the
payments requested.  Each Fund has the capacity of electronically depositing the
proceeds of the systematic  withdrawal  directly to the  shareholder's  personal
bank account ($5,000 minimum per bank wire).  Instructions for establishing this
service are included in the Fund Shares Application, enclosed in the Prospectus,
or  available  by  calling  the  Trust.  If you  prefer  to  receive  systematic
withdrawal  proceeds  in cash,  or if such  proceeds  are less  than the  $5,000
minimum for a bank wire, checks will be made payable to the designated recipient
and mailed within 7 days of the valuation  date. If the designated  recipient is
other than the registered shareholder, the signature of each shareholder must be
guaranteed on the application  (see "Signature  Guarantees").  A corporation (or
partnership)  must also submit a "Corporate  Resolution" (or  "Certification  of
Partnership") indicating the names, titles and required number

<PAGE>

of signatures authorized to act on its behalf. The application must be signed by
a duly authorized  officer(s) and the corporate seal affixed. No redemption fees
are  charged to  shareholders  under this plan.  Costs in  conjunction  with the
administration of the plan are borne by the Funds.  Shareholders should be aware
that such  systematic  withdrawals  may deplete or use up entirely their initial
investment and may result in realized  long-term or short-term  capital gains or
losses.  The  Systematic  Withdrawal  Plan may be  terminated at any time by the
Funds upon sixty days written notice or by a shareholder  upon written notice to
the Funds. Applications and further details may be obtained by calling the Funds
at 800-220-8888, or by writing to the Transfer Agent.

DIVIDENDS AND DISTRIBUTIONS

Dividends  paid by the Funds are derived from their net investment  income.  Net
investment  income  will be  distributed  at  least  annually.  The  Funds'  net
investment  income is made up of  dividends  received  from the stocks and other
securities  they  hold,  as well  as  interest  accrued  and  paid on any  other
obligations that might be held in their portfolios.

The Funds  realize  capital  gains when they sell a security  for more than they
paid for it.  The Funds may make  distributions  of their net  realized  capital
gains (after any reductions for capital loss carry forwards),  generally, once a
year.

Unless you elect to have your dividends and/or  distributions paid in cash, your
distributions  will be reinvested in additional  shares of the Fund(s).  You may
change the manner in which your dividends are paid at any time by writing to the
Transfer Agent.

TAX CONSIDERATIONS

Each Fund intends to qualify as a regulated  investment company under Subchapter
M of the  Internal  Revenue  Code of 1986,  as amended,  so as to be relieved of
federal  income tax on its capital  gains and net  investment  income  currently
distributed to its shareholders.

Dividends from investment income and net short-term  capital gains are generally
taxable to you as ordinary income.  Distributions of long-term capital gains are
taxable as long-term  capital gains regardless of the length of time shares in a
Fund have been held.  Distributions  are  taxable,  whether  received in cash or
reinvested in shares of a Fund.

You will be advised annually of the source of  distributions  for federal income
tax purposes.

A redemption  of shares is a taxable event and,  accordingly,  a capital gain or
loss may be recognized. You should consult a tax adviser regarding the effect of
federal, state, local, and foreign taxes on an investment in the Fund(s).

GENERAL INFORMATION

The Funds will not issue stock  certificates  evidencing shares.  Instead,  your
account will be credited with the number of shares  purchased,  relieving you of
responsibility for safekeeping of certificates and the need to deliver them upon
redemption. Written confirmations are issued for all purchases of shares.

<PAGE>

In reports or other communications to investors, or in advertising material, the
Funds may describe general economic and market conditions affecting them and may
compare  their  performance  with other  mutual  funds as listed in the rankings
prepared by Lipper Analytical  Services,  Inc. or similar nationally  recognized
rating services and financial publications that monitor mutual fund performance.
The Funds may also, from time to time,  compare their  performance to the one or
more appropriate indices.

<PAGE>


                              FINANCIAL HIGHLIGHTS

The  financial  data included in the tables below for the fiscal year ended June
30 of each time period have been audited by  Goldenberg  Rosenthal  Friedlander,
LLP, independent auditors. The information in the tables below should be read in
conjunction  with each Fund's  latest  audited  financial  statements  and notes
thereto, which may be obtained without charge by contacting the Funds.

                              THE CORE EQUITY FUND

<TABLE>
<CAPTION>
                                                                            FOR THE PERIOD
                                                                             FROM NOVEMBER
                                             YEAR              YEAR       25, 1996 (START OF
                                             ENDED             ENDED        OPERATIONS) TO
                                         JUNE 30, 1999     JUNE 30, 1998    JUNE 30, 1997
                                         ---------------------------------------------------

<S>                                           <C>               <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD          $14.42            $11.61           $10.00
                                          ----------        ----------       ----------
INCOME FROM INVESTMENT OPERATIONS:
     Net investment income (loss)              (0.06)             0.00             0.04
     Net realized and unrealized gain
     (loss) on investments                      4.10              2.81             1.61
                                          ----------        ----------       ----------
TOTAL FROM INVESTMENT OPERATIONS                4.04              2.81             1.65
                                          ----------        ----------       ----------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                      0.00              0.00            (0.04)
     Net realized capital gains                (0.68)             0.00             0.00
     Distributions in excess of
     Net realized gain                          0.00              0.00             0.00
                                          ----------        ----------       ----------
TOTAL DISTRIBUTIONS                            (0.68)             0.00            (0.04)
                                          ----------        ----------       ----------

NET ASSET VALUE, END OF PERIOD                $17.78            $14.42           $11.61

TOTAL RETURN                                   28.16%            24.20%           16.50%(B)

RATIOS/ SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD
(000'S OMITTED)                              $25,407           $ 4,777          $   519

RATIO OF EXPENSES TO AVERAGE NET ASSETS
     Before expense waivers and fee
     Reimbursements                             1.44%             3.48%           21.30%(a)
     After expense waivers and fee
     Reimbursements                             1.29%             1.35%            1.35%(a)

RATIO OF NET INVESTMENT INCOME (LOSS)
TO AVERAGE NET ASSETS:
     Before expense waivers and fee
     Reimbursements                           (0.73)%           (2.10)%          (19.47)(a)
     After expense waivers and fee
     Reimbursements                           (0.58)%             0.03%            0.49%(a)

PORTFOLIO TURNOVER RATE                        78.38%            64.36%           11.49%
</TABLE>

(a)  annualized
(b)  Aggregate Total Return, not annualized

<PAGE>

                           THE AGGRESSIVE GROWTH FUND

<TABLE>
<CAPTION>
                                                                            FOR THE PERIOD
                                                                             FROM NOVEMBER
                                             YEAR              YEAR       25, 1996 (START OF
                                             ENDED             ENDED        OPERATIONS) TO
                                         JUNE 30, 1999     JUNE 30, 1998    JUNE 30, 1997
                                         ---------------------------------------------------

<S>                                          <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $12.01           $11.16           $10.00
                                          ---------        ---------        ---------
INCOME FROM INVESTMENT OPERATIONS:
     Net investment income (loss)              0.12             0.00             0.04
     Net realized and unrealized gain
     (loss) on investments                     5.54             2.69             1.23
                                          ---------        ---------        ---------
TOTAL FROM INVESTMENT OPERATIONS               5.66             2.69             1.27
                                          ---------        ---------        ---------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                    (0.12)            0.00            (0.04)
     Net realized capital gains               (3.45)           (1.38)           (0.07)
     Distributions in excess of
     Net realized gain                         0.00            (0.46)            0.00
                                          ---------        ---------        ---------
TOTAL DISTRIBUTIONS                           (3.57)           (1.84)           (0.11)
                                          ---------        ---------        ---------

NET ASSET VALUE, END OF PERIOD               $14.10           $12.01           $11.16

TOTAL RETURN                                  49.44%           26.57%           12.68%(B)

RATIOS/ SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD
(000'S OMITTED)                              $3,865           $1,714           $1,121

RATIO OF EXPENSES TO AVERAGE NET ASSETS
     Before expense waivers and fee
     Reimbursements                            2.84%            8.09%           13.44%(a)
     After expense waivers and fee
     Reimbursements                            1.35%            1.35%            1.34%(a)

RATIO OF NET INVESTMENT INCOME (LOSS)
TO AVERAGE NET ASSETS:
     Before expense waivers and fee
     Reimbursements                          (0.45)%          (6.72)%           (9.18)(a)
     After expense waivers and fee
     Reimbursements                            1.04%          (0.04)%            0.64%(a)

PORTFOLIO TURNOVER RATE                    1,675.49%          876.64%          778.01%
</TABLE>

(a)  annualized
(b)  Aggregate Total Return, not annualized

<PAGE>

                            THE LARGE-CAP VALUE FUND

<TABLE>
<CAPTION>
                                                                            FOR THE PERIOD
                                                                             FROM NOVEMBER
                                             YEAR              YEAR       25, 1996 (START OF
                                             ENDED             ENDED        OPERATIONS) TO
                                         JUNE 30, 1999     JUNE 30, 1998    JUNE 30, 1997
                                         ---------------------------------------------------

<S>                                          <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $14.02           $11.83           $10.00
                                          ---------        ---------        ---------
INCOME FROM INVESTMENT OPERATIONS:
     Net investment income (loss)              0.04             0.07             0.07
     Net realized and unrealized gain
     (loss) on investments                     1.69             3.10             1.83
                                          ---------        ---------        ---------
TOTAL FROM INVESTMENT OPERATIONS               1.73             3.17             1.90
                                          ---------        ---------        ---------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                    (0.07)           (0.04)           (0.07)
     Net realized capital gains               (2.40)           (0.94)            0.00
     Distributions in excess of
     Net realized gain                        (2.47)           (0.98)           (0.07)
                                          ---------        ---------        ---------
TOTAL DISTRIBUTIONS                           (0.68)            0.00            (0.04)
                                          ---------        ---------        ---------

NET ASSET VALUE, END OF PERIOD               $13.28           $14.02           $11.83

TOTAL RETURN                                  19.05%           28.32%           19.04%(B)

RATIOS/ SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD
(000'S OMITTED)                              $9,742           $1,599           $  783

RATIO OF EXPENSES TO AVERAGE NET ASSETS
     Before expense waivers and fee
     Reimbursements                            2.02%            5.58%           16.44%(a)
     After expense waivers and fee
     Reimbursements                            0.81%            1.00%            1.00%(a)

RATIO OF NET INVESTMENT INCOME (LOSS)
TO AVERAGE NET ASSETS:
     Before expense waivers and fee
     Reimbursements                          (0.47)%          (3.99)%          (14.32)(a)
     After expense waivers and fee
     Reimbursements                            0.74%            0.59%            1.14%(a)

PORTFOLIO TURNOVER RATE                      136.81%          274.63%           34.26%
</TABLE>

(a)        annualized
(b)        Aggregate Total Return, not annualized


<PAGE>

                             THE MID-CAP VALUE FUND

                                                         FOR THE PERIOD
                                                          FROM JANUARY
                                             YEAR       6, 1998 (START OF
                                             ENDED        OPERATIONS) TO
                                        JUNE 30, 1999     JUNE 30, 1998
                                        ---------------------------------

NET ASSET VALUE, BEGINNING OF PERIOD          $10.93            $10.00
                                          ----------        ----------
INCOME FROM INVESTMENT OPERATIONS:
     Net investment income (loss)               0.00             (0.02)
     Net realized and unrealized gain
     (loss) on investments                      0.23              0.95
                                          ----------        ----------
TOTAL FROM INVESTMENT OPERATIONS                0.23              0.93
                                          ----------        ----------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                      0.00              0.00
     Net realized capital gains                (0.16)             0.00
     Distributions in excess of
     Net realized gain                          0.00              0.00
                                          ----------        ----------
TOTAL DISTRIBUTIONS                            (0.16)             0.00)
                                          ----------        ----------

NET ASSET VALUE, END OF PERIOD                $11.00            $10.93

TOTAL RETURN                                    2.68%             9.30%(B)

RATIOS/ SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD
(000'S OMITTED)                              $12,155           $ 9,033

RATIO OF EXPENSES TO AVERAGE NET ASSETS
     Before expense waivers and fee
     Reimbursements                             1.63%             1.97%(a)
     After expense waivers and fee
     Reimbursements                             1.35%             1.35%(a)

RATIO OF NET INVESTMENT INCOME (LOSS)
TO AVERAGE NET ASSETS:
     Before expense waivers and fee
     Reimbursements                           (0.33)%           (0.93)%(a)
     After expense waivers and fee
     Reimbursements                           (0.05)%           (0.31)%(a)

PORTFOLIO TURNOVER RATE                        69.36%            13.86%

(a)  annualized
(b)  Aggregate Total Return, not annualized

<PAGE>

                            THE SMALL-CAP VALUE FUND

<TABLE>
<CAPTION>
                                                                         FOR THE PERIOD
                                                                          FROM NOVEMBER
                                             YEAR            YEAR      25, 1996 (START OF
                                             ENDED           ENDED       OPERATIONS) TO
                                         JUNE 30, 1999   JUNE 30, 1998   JUNE 30, 1997
                                         ---------------------------------------------------

<S>                                          <C>             <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $13.47          $11.53          $10.00
                                          ---------       ---------       ---------
INCOME FROM INVESTMENT OPERATIONS:
     Net investment income (loss)             (0.04)          (0.01)           0.01
     Net realized and unrealized gain
     (loss) on investments                    (0.04)           2.99            2.02
                                          ---------       ---------       ---------
TOTAL FROM INVESTMENT OPERATIONS              (0.44)           2.98            2.03
                                          ---------       ---------       ---------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                     0.00            0.00           (0.01)
     Net realized capital gains               (0.22)          (1.04)          (0.49)
     Distributions in excess of
     Net realized gain                         0.00            0.00            0.00
                                          ---------       ---------       ---------
TOTAL DISTRIBUTIONS                           (0.22)          (1.04)          (0.50)
                                          ---------       ---------       ---------

NET ASSET VALUE, END OF PERIOD               $12.81          $13.47          $11.53

TOTAL RETURN                                  (2.96)%         27.04%          20.35%(B)

RATIOS/ SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD
(000'S OMITTED)                             $13.020         $ 3.792         $ 1,333

RATIO OF EXPENSES TO AVERAGE NET ASSETS
     Before expense waivers and fee
     Reimbursements                            1.78%           4.20%          10.50%(a)
     After expense waivers and fee
     Reimbursements                            1.35%           1.35%           1.31%(a)

RATIO OF NET INVESTMENT INCOME (LOSS)
TO AVERAGE NET ASSETS:
     Before expense waivers and fee
     Reimbursements                          (0.82)%         (3.03)%         (8.96)%(a)
     After expense waivers and fee
     Reimbursements                          (0.40)%         (0.18)%           0.22%(a)

PORTFOLIO TURNOVER RATE                      113.81%         129.58%          90.63%
</TABLE>

(a)  annualized
(b)  Aggregate Total Return, not annualized

<PAGE>

                              THE FIXED INCOME FUND

<TABLE>
<CAPTION>
                                                                            FOR THE PERIOD
                                                                             FROM NOVEMBER
                                             YEAR              YEAR       25, 1996 (START OF
                                             ENDED             ENDED        OPERATIONS) TO
                                         JUNE 30, 1999     JUNE 30, 1998    JUNE 30, 1997
                                         ---------------------------------------------------

<S>                                          <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $10.41           $09.98           $10.00
                                          ---------        ---------        ---------
INCOME FROM INVESTMENT OPERATIONS:
     Net investment income (loss)              0.48             0.47             0.26
     Net realized and unrealized gain
     (loss) on investments                    (0.27)            0.50            (0.11)
                                          ---------        ---------        ---------
TOTAL FROM INVESTMENT OPERATIONS               0.21             0.97             0.15
                                          ---------        ---------        ---------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
     Net investment income                    (0.48)           (0.45)           (0.26)
     Net realized capital gains               (0.01)            0.00             0.00
     Distributions in excess of
     Net realized gain                         0.00             0.00             0.00
                                          ---------        ---------        ---------
TOTAL DISTRIBUTIONS                           (0.49)           (0.45)           (0.26)
                                          ---------        ---------        ---------

NET ASSET VALUE, END OF PERIOD               $10.13           $10.41           $ 9.89

TOTAL RETURN                                   1.84%            9.97%            1.57%(B)

RATIOS/ SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD
(000'S OMITTED)                              $7,675           $5,682           $  576

RATIO OF EXPENSES TO AVERAGE NET ASSETS
     Before expense waivers and fee
     Reimbursements                            1.41%            2.53%           16.56%(a)
     After expense waivers and fee
     Reimbursements                            0.90%            0.90%            0.90%(a)

RATIO OF NET INVESTMENT INCOME (LOSS)
TO AVERAGE NET ASSETS:
     Before expense waivers and fee
     Reimbursements                            4.03%            2.96%         (10.87)%(a)
     After expense waivers and fee
     Reimbursements                            4.45%            4.59%            4.79%(a)

PORTFOLIO TURNOVER RATE                      276.94%           81.55%            0.00%
</TABLE>

(a)  annualized
(b)  Aggregate Total Return, not annualized

<PAGE>

                              FOR MORE INFORMATION

Additional information about the Funds is available in the Trust's latest Annual
Report,  Semi-annual  Report and Statement of Additional  Information (SAI). The
SAI contains more detailed  information  on all aspects of the Funds.  A current
SAI, dated November 1, 1999, has been filed with the SEC and is  incorporated by
reference  into this  prospectus.  The Trust's  Annual Report  contains  audited
financial  information  concerning  the Funds  and  discussion  relating  to the
factors that  affected  each Fund's  performance  during each Fund's last fiscal
year.

To receive information without charge concerning the Funds, or to request a copy
of the SAI or  annual or  semi-annual  reports  relating  to the  Funds,  please
contact the Trust at:

                             Quaker Investment Trust
                         c/o Declaration Service Company
                           555 North Lane, Suite 6160
                             Conshohocken, PA 19460
                                 1-800-220-8888

A copy of your  requested  document(s)  will be sent to you within three days of
your request.

You may also receive information  concerning the Funds, or request a copy of the
SAI or other  documents  relating to the Funds, by contacting the Securities and
Exchange Commission:

IN PERSON:  at the SEC's Public Reference Room in Washington, D.C.

BY PHONE:  1-800-SEC-0330

BY  MAIL:  Public  Reference  Section,   Securities  and  Exchange   Commission,
Washington, D.C. 20549-6009 (duplicating fee required)

ON THE INTERNET:  www.sec.gov

<PAGE>

                                     PART B
                       STATEMENT OF ADDITIONAL INFORMATION
                             QUAKER INVESTMENT TRUST
                           555 North Lane, Suite 6160
                           Conshohocken, PA 19428-0844
                             Telephone 800-220-8888

This Statement of Additional  Information is not a prospectus and should be read
in  conjunction  with the  Prospectus  of the Quaker  Core Equity  Fund,  Quaker
Aggressive  Growth Fund, Quaker Large-Cap Value Fund, Quaker Mid-Cap Value Fund,
Quaker  Small-Cap  Value Fund, and Quaker  Fixed-Income  Fund (each a "Fund" and
together  the  "Funds"),  dated  November 1, 1999.  You may obtain a copy of the
Prospectus,  free of charge, by writing to Quaker Investment Trust ("Trust") c/o
Declaration Service Company, 555 North Lane, Suite 6160, Conshohocken,  PA 19460
or by calling 1-800-220-8888.

                                TABLE OF CONTENTS

Investment Policies and Restrictions
Investment Restrictions
Investment Advisor
Directors and Officers
Performance Information
Purchasing and Redeeming Shares
Tax Information
Portfolio Transactions
Custodian
Transfer Agent
Administration
Distributor
Independent Accountants
Legal Counsel
Distribution Plan
General Information
Financial Statements

<PAGE>

                      INVESTMENT POLICIES AND RESTRICTIONS

The Fund's  investment  objectives  and the manner in which the Fund pursues its
investment  objectives are generally  discussed in the prospectus.  This section
provides  additional  information  concerning  the  Fund's  investments  and its
investment restrictions.

Investment  Grade  Securities.  Quaker Fixed  Income Fund limits its  investment
purchases to high quality investment grade securities.  The securities  industry
defines   investment   grade   securities   as   obligations   which   have  the
characteristics described by S&P, Fitch, Moody's, D&P or other recognized rating
services  in their four  highest  rating  grades.  For S&P,  Fitch and D&P those
ratings are AAA,  AA, A and BBB.  For Moody's  those  ratings are Aaa, Aa, A and
Baa. Although  considered to be of "investment grade" quality,  securities rated
BBB by S&P, Fitch, and D&P or Baa by Moody's, while normally exhibiting adequate
protection parameters,  have speculative  characteristics.  For a description of
each rating grade,  see Appendix A to the  Statement of Additional  Information.
Fixed Income  limits  portfolio  investments  to those  securities  in the three
highest  ratings,  rated at least A by  Moody's,  S&P,  Fitch or D&P,  or if not
rated,  of equivalent  quality as  determined by the Adviser.  There may also be
instances in which the Fixed-Income Fund purchases bonds that are rated A by one
rating agency and not rated or rated lower than A by other rating agencies.

Other  Investment  Limitations.   The  investment  objective  of  each  Fund  is
fundamental,  and may only be changed  upon  approval  of a  "majority"  of that
Fund's outstanding shares, as defined in the Investment Company Act of 1940. For
a complete listing of the Funds'  limitations,  both fundamental and those which
may be changed by vote of the Board of Trustees, See "Investment Limitations" in
the Statement of Additional Information.

Securities  that are  listed on a  securities  exchange  are  valued at the last
quoted  sales price at the time the  valuation  is made.  Price  information  on
listed  securities  is taken from the  exchange  where the security is primarily
traded by each Fund. Securities that are listed on an exchange and which are not
traded on the valuation date are valued at the mean of the bid and asked prices.
Unlisted securities for which market quotations are readily available are valued
at the latest  quoted  sales  price,  if  available,  at the time of  valuation,
otherwise,  at the latest  quoted bid price.  Temporary  cash  investments  with
maturities  of 60  days  or  less  will  be  valued  at  amortized  cost,  which
approximates  market  value.  Securities  for which no  current  quotations  are
readily  available  are valued at fair value as  determined  in good faith using
methods approved by the Board of Trustees of the Trust. Securities may be valued
on the basis of  prices  provided  by a pricing  service  when such  prices  are
believed to reflect the fair market value of such securities.

Fixed  income  securities  will  ordinarily  be traded  on the  over-the-counter
market.  When  market  quotations  are  not  readily  available,   fixed  income
securities  may be valued  based on prices  provided by a pricing  service.  The
prices   provided  by  the  pricing   service  are  generally   determined  with
consideration  given to  institutional  bid and last sale  prices  and take into
account  securities  prices,  yields,   maturities,   call  features,   ratings,
institutional trading in similar groups of securities,  and developments related
to specific  securities.  Such fixed income  securities may also be priced based
upon a matrix system of pricing similar bonds and other fixed income securities.
Such matrix system may be based upon the considerations  described above used by
other pricing  services and  information  obtained by the pricing agent from the
Advisors and other pricing sources deemed relevant by the pricing agent.

                                       1
<PAGE>

INVESTMENT SECURITIES COMMON TO ALL EQUITY FUNDS

Equity  Securities.  The Equity  Funds may invest in common  stock,  convertible
preferred stock,  straight  preferred  stock,  and investment grade  convertible
bonds.  Each  Equity Fund may also invest up to 5% of its net assets in warrants
or rights to acquire  equity  securities  (other than those acquired in units or
attached to other securities). Stocks held in the portfolios of the Equity Funds
will generally be traded on either the New York Stock  Exchange,  American Stock
Exchange or the NASDAQ  over-the-counter  market.  Under normal  conditions,  at
least  90% of the  Equity  Funds'  total  assets  will  be  invested  in  equity
securities. Warrants and rights are excluded for purposes of this calculation.

Foreign  Securities.  Because of the inherent  risk of foreign  securities  over
domestic issues,  the Equity Funds will only purchase foreign  securities traded
domestically as American Depository Receipts (ADRs). ADRs are receipts issued by
a U.S.  bank or trust  company  evidencing  ownership of securities of a foreign
issuer. ADRs may be listed on a national securities exchange or may trade on the
over the counter  markets.  The prices of ADRs are denominated in U.S.  dollars,
while the underlying  security may be denominated in a foreign  currency.  . See
"Investment Limitations."

Short-Term Investments. The Equity Funds also will normally hold money market or
repurchase agreement  instruments for funds awaiting  investment,  to accumulate
cash for anticipated purchases of portfolio securities, to allow for shareholder
redemptions and to provide for Fund operating expenses. As a temporary defensive
measure, the Equity Funds may invest up to 100% of their respective total assets
in investment grade bonds, U.S. Government Securities, repurchase agreements, or
money  market  instruments.  When the Equity  Funds  invest their assets in such
securities as a temporary defensive measure, they will not be not pursuing their
stated investment objective. See, "Quaker Fixed Income Fund" below.

Options.  Each  Equity  Fund may  invest in  options  on equity  securities  and
securities  indices,  and  options  on  futures  contacts.   The  primary  risks
associated  with these  investments  are; (1) the risk that a position cannot be
easily closed out due to the lack of a liquid secondary market, and (2) the risk
that changes in the value of the investment will not correlate to changes in the
value of the underlying security. Further.  over-the-counter options can be less
liquid  than  exchange-traded  options.  Accordingly,  an Equity Fund will treat
over-the-counter  options as illiquid securities.  Investing in options involves
specialized skills and techniques  different from those associated with ordinary
portfolio  transactions.  Each  Equity  Fund may invest not more than 10% of its
total  assets in options  transactions.  Options  may be  purchased  for hedging
purposes,  or to provide a viable  substitute  for direct  investment in, and/or
short sales of, specific equity  securities.  The Equity Funds will write (sell)
stock or stock index options only for hedging purposes or to close out positions
in stock or stock index  options that an Equity Fund has  purchased.  The Equity
Funds may only write (sell) "covered" options.

                                       2
<PAGE>

Futures  Contracts and Related  Options.  To hedge against changes in securities
prices or interest  rates,  each Equity Fund may purchase and sell various kinds
of  futures  contracts,  and  purchase  and write  call and put  options on such
futures  contracts.  Permissible  futures  contracts  investments are limited to
futures  on  various  equity  securities  and other  financial  instruments  and
indices. An Equity Fund will engage in futures and related options  transactions
for bona-fide hedging or other non-hedging  purposes as permitted by regulations
of the Commodity Futures Trading Commission.

An Equity  Fund may only  purchase or sell  non-hedging  futures  contracts,  or
purchase or sell related  non-hedging  options,  except for closing  purchase or
sale  transactions,  if immediately  thereafter the sum of the amount of initial
margin  deposits on the Equity Fund's existing  non-hedging  futures and related
non-hedging  options  positions,  and the amount of premiums  paid for  existing
non-hedging  options on futures  (net of the  amount the  positions  are "in the
money")  does not exceed 5% of the  market  value of the  Fund's  total  assets.
Otherwise,  each Equity Fund may invest up to 10% of its total assets in initial
margins and premiums on futures and related options.  Additional  information on
permitted futures transactions of the Equity Funds and their associated risks is
contained in the Statement of Additional Information.

PERMISSIBLE INVESTMENTS COMMON TO ALL QUAKER FUNDS

Money Market Instruments.  Money market instruments mature in thirteen months or
less from the date of purchase and include U.S. Government Securities, corporate
debt  securities,  bankers  acceptances and  certificates of deposit of domestic
branches of U.S.  banks,  and  commercial  paper rated in one of the two highest
rating  categories  by any  of  the  nationally  recognized  statistical  rating
organizations or if not rated, of equivalent  quality in the Adviser's  opinion.
Money market instruments may be purchased for temporary defensive  purposes,  to
accumulate cash for anticipated purchases of portfolio securities and to provide
for  shareholder  redemptions  and operating  expenses of a Fund.  For temporary
defensive purposes,  an Adviser may, when it believes that unusually volatile or
unstable  economic and market  conditions  exists,  depart from a Fund's  normal
investment  approach  and invest up to 100% of the net assets of a Fund in these
instruments.

U.S. Government  Securities.  Each Fund may invest a portion of its portfolio in
U.S.  Government  Securities,  as defined under  "Quaker Fixed Income  Fund-U.S.
Government Securities" above.

Repurchase  Agreements.  The Funds may acquire  U.S.  Government  Securities  or
corporate  debt  securities  subject  to  repurchase  agreements.  A  repurchase
agreement  transaction occurs when a Fund acquires a security and simultaneously
resells it to the vendor  (normally a member  bank of the  Federal  Reserve or a
registered  Government  Securities dealer) for delivery on an agreed upon future
date.  The  repurchase  price  exceeds  the  purchase  price by an amount  which
reflects an agreed upon market  interest  rate earned by the Fund  effective for
the period of time during which the repurchase agreement is in effect.  Delivery
pursuant  to the resale  typically  will  occur  within one to seven days of the
purchase.  A Fund will not enter into any repurchase  agreement which will cause
more than 10% of its net assets to be invested  seven days.  In the event of the
bankruptcy of the other party to a repurchase agreement, a Fund could experience
delays in recovering  its cash, or a loss in value due to a decline in the value
of the securities held.

                                       3
<PAGE>

Investment Companies.  In order to achieve its investment objective,  a Fund may
invest  up to 10% of the  value  of its  total  assets  in  securities  of other
investment  companies.  Each Fund may invest in any type of  investment  company
consistent with the Fund's  investment  objective and policies.  A Fund will not
acquire securities of any one investment company if, immediately thereafter, the
Fund  would  own  more  than  3% of  such  company's  total  outstanding  voting
securities,  securities  issued by such company would have an aggregate value in
excess of 5% of the Fund's total assets,  or  securities  issued by such company
and securities held by the Fund issued by other investment  companies would have
an aggregate value in excess of 10% of the Fund's total assets.  To the extent a
Fund invests in other investment companies,  the shareholders of that Fund would
indirectly pay a portion of the operating costs of the investment companies.

Real Estate Securities.  The Funds may invest in readily marketable interests in
real estate investment trusts  ("REITs").  REITs are pooled investment  vehicles
which invest  primarily in  income-producing  real estate or real estate related
loans or  interests.  REITs are generally  classified as equity REITs,  mortgage
REITs or a  combination  of equity and mortgage  REITs.  Equity REITs invest the
majority of their assets  directly in real property and derive income  primarily
from the  collection  of rents.  Equity REITs can also realize  capital gains by
selling  properties  that have  appreciated in value.  Mortgage REITs invest the
majority of their  assets in real estate  mortgages  and derive  income from the
collection  of interest  payments.  REITs are generally  publicly  traded on the
national  stock  exchanges and in the  over-the-counter  market and have varying
degrees of liquidity.  Although the Funds are not limited in the amount of these
types of securities they may acquire,  it is not presently  expected that within
the next 12 months a Fund will have in excess of 5% of its total  assets in real
estate securities.

You should be aware that Equity REITs may be affected by changes in the value of
the underlying property owned by the REITs, while mortgage REITs may be affected
by the quality of any credit  extended (which may also be affected by changes in
the value of the underlying  property) and by changes in interest  rates.  REITs
are dependent upon management skills,  often have limited  diversification,  and
are subject to the risks of financing projects.  REITs are subject to heavy cash
flow dependency, default by borrowers,  self-liquidation,  and the possibilities
of failing to qualify for exemption  from tax for  distributed  income under the
Internal  Revenue  Code  and  failing  to  maintain  their  exemptions  from the
Investment   Company   Act.   Certain   REITs  have   relatively   small  market
capitalizations,  which may result in less market  liquidity  and greater  price
volatility of their securities.

Illiquid  Investments.  Each  Fund may  invest  up to 10% of its net  assets  in
illiquid  securities.  Illiquid  securities  are  those  that may not be sold or
disposed  of  in  the  ordinary   course  of  business   within  seven  days  at
approximately  the price at which they are valued.  Under the supervision of the
Board  of  Trustees,  each  Advisor  determines  the  liquidity  of  its  Fund's
investments.  Included within the category of illiquid securities are restricted
securities,  which cannot be sold to the public without  registration  under the
federal  securities laws.  Unless registered for sale, these securities can only
be sold in privately  negotiated  transactions  or pursuant to an exemption from
registration.

Special  Situations.  The  Aggressive  Growth Fund  intends to invest in special
situations from time to time. A special situation arises when, in the opinion of
Fund management, the securities of a company will, within a reasonably estimated
time period,  be accorded market  recognition at

                                       4
<PAGE>

an appreciated value solely by reason of a development  particularly or uniquely
applicable  to that company and  regardless  of general  business  conditions or
movements of the market as a whole.  Such  developments and situations  include,
but are not  limited to:  liquidations,  reorganizations,  recapitalizations  or
mergers, material litigation, technological breakthroughs, and new management or
management  policies.  Although large and well-known  companies may be involved,
special  situations  often involve much greater risk than is found in the normal
course of  investing.  To  minimize  these  risks,  the Fund will not  invest in
special  situations  unless  the  target  company  has at least  three  years of
continuous operations (including predecessors), or unless the aggregate value of
such  investments is not greater than 25% of the Fund's total net assets (valued
at the time of investment).

When-Issued Securities and Delayed-Delivery  Transactions. The Fund may purchase
securities on a when-issued  basis,  and it may purchase or sell  securities for
delayed-delivery. These transactions occur when securities are purchased or sold
by the Fund with payment and delivery taking place at some future date. The Fund
may enter into such transactions  when, in the Advisor's  opinion,  doing so may
secure an  advantageous  yield and/or price to the Fund that might  otherwise be
unavailable.  The Fund has not established any limit on the percentage of assets
it may commit to such  transactions,  but to minimize the risks of entering into
these  transactions,  the Fund  will  maintain  a  segregated  account  with its
custodian  consisting  of cash,  or other  high-grade  liquid  debt  securities,
denominated in U.S.  dollars or non-U.S.  currencies,  in an amount equal to the
aggregate fair market value of its commitments to such transactions.

Master-Feeder Option.  Notwithstanding its other investment policies,  the Funds
may  seek to  achieve  their  investment  objective  by  investing  all of their
investable net assets in another  investment  company having the same investment
objective and  substantially  the same investment  policies and  restrictions as
those  of the  Fund.  Although  such  an  investment  may be  made  in the  sole
discretion of the Trustees,  the Fund's shareholders will be given 30 days prior
notice  of any such  investment.  There is no  current  intent  to make  such an
investment.

Portfolio  Turnover.  The Funds  will  generally  purchase  and sell  securities
without regard to the length of time the security has been held. Accordingly, it
can be expected that the rate of portfolio turnover may be substantial. For each
Fund's  latest  fiscal year ending on June 30, 1999,  portfolio  turnover  rates
were:

Core Equity Fund:              78.38%
Aggressive Growth Fund:     1,675.49%
Large-Cap Value Fund:         136.81%
Mid-Cap Value Fund:            34.26%
Small-Cap Value Fund          113.81%
Fixed Income Fund:            276.94%

High  portfolio  turnover  in any year will result in the payment by the Fund of
above-average  transaction costs and could result in the payment by shareholders
of above-average amounts of taxes on realized investment gains. Distributions to
shareholders of such investment  gains, to the extent they consist of short-term
capital  gains,  will be  considered  ordinary  income  for  federal  income tax
purposes.

                                       5
<PAGE>

Portfolio turnover rate is calculated by dividing (1) the lesser of purchases or
sales of  portfolio  securities  for the for the fiscal  year by (2) the monthly
average of the value of  portfolio  securities  owned  during the fiscal year. A
100%  turnover rate would occur if all the  securities in the Fund's  portfolio,
with the exception of  securities  whose  maturities at the time of  acquisition
were one year or less,  were sold and either  repurchased or replaced within one
year.

                             INVESTMENT RESTRICTIONS

Each Fund has adopted the following fundamental  investment  limitations,  which
cannot be changed  without  approval by holders of a majority of the outstanding
voting  securities" of the Fund as defined in the Investment Company Act of 1940
(the "1940  Act").  As provided  in the 1940 Act, a vote of a  "majority  of the
outstanding  voting  securities" of the Fund means the  affirmative  vote of the
lesser of (1) more than 50% of the outstanding shares of the Fund, or (2) 67% or
more of the shares of the Fund  present  at a  meeting,  if more than 50% of the
shares are represented at the meeting in person or by proxy. Except with respect
to borrowing, changes in values of the Fund's assets as a whole will not cause a
violation  of the  following  investment  restrictions  so  long  as  percentage
restrictions are observed by the Fund at the time it purchases any security.

As a matter of fundamental policy, each Fund may not:

(1) Issue senior securities,  borrow money, or pledge its assets, except that it
may borrow from banks as a temporary  measure (a) for extraordinary or emergency
purposes,  in amounts not  exceeding  5% of its total  assets or (b) in order to
meet redemption requests,  in amounts not exceeding 15% of its total assets; the
Fund will not make any  investments if borrowing  exceeds 5% of its total assets
until  such  time as total  borrowing  represents  less  than 5% of Fund  assets
(except that the Aggressive  Growth Fund may engage in short sales of securities
to the extent described in the Prospectus);

(2) With  respect to 75% of its assets,  invest more than 5% of the value of its
total assets in the  securities  of any one issuer or purchase  more than 10% of
the outstanding  voting  securities of any class of securities of any one issuer
(except   that   securities   of  the  U.S.   Government,   its   agencies   and
instrumentalities are not subject to this limitation);

(3) Invest 25% or more of the value of its total  assets in any one  industry or
group of industries (except that securities of the U.S. Government, its agencies
and instrumentalities are not subject to this limitation);

(4)  Invest for the  purpose of  exercising  control  or  management  of another
issuer;

(5)  Purchase  or  sell  commodities  or  commodities  contracts,   real  estate
(including  limited  partnership  interests,  but excluding  readily  marketable
securities  secured by real  estate or  interests  therein,  readily  marketable
interests in real estate investment trusts, readily marketable securities issued
by companies that invest in real estate or interests therein, or mortgage-backed
securities  for  the  Fixed  Income  Fund as  described  in the  Prospectus)  or
interests in oil, gas, or other mineral  exploration or development  programs or
leases (although it may invest in readily marketable  securities of issuers that
invest in or sponsor such programs or leases);

                                       6
<PAGE>

(6)  Underwrite  securities  issued by  others,  except to the  extent  that the
disposition of portfolio  securities,  either directly from an issuer or from an
underwriter for an issuer, may be deemed to be an underwriting under the federal
securities laws;

(7) Make short sales of  securities or maintain a short  position,  except short
sales "against the box",  and except that the Aggressive  Growth Fund may engage
in short sales of securities to the extent described in the Prospectus; (a short
sale is made by  selling  a  security  the Fund  does not own;  a short  sale is
"against the box" to the extent that the Fund  contemporaneously owns or has the
right to obtain at no additional cost securities  identical to those sold short)
(while each Fund has reserved  the right to make short sales  "against the box",
the Advisor to each Fund (other than the Aggressive  Growth Fund) has no present
intention of engaging in such transactions);

(8)  Participate on a joint or joint and several basis in any trading account in
securities; or

(9) Make loans of money or  securities,  except  that the Fund may (i) invest in
repurchase  agreements and commercial paper; (ii) purchase a portion of an issue
of publicly  distributed bonds,  debentures or other debt securities;  and (iii)
acquire  private  issues  of  debt  securities  subject  to the  limitations  on
investments in illiquid securities.

The following  investment  limitations are not  fundamental,  and may be changed
without shareholder approval.  As a matter of non-fundamental  policy, each Fund
may not:

(1)  Invest in  securities  of  issuers  which  have a record of less than three
years' continuous operation  (including  predecessors and, in the case of bonds,
guarantors)  if more  than 5% of its  total  assets  would be  invested  in such
securities;

(2) Invest  more than 10% of its net  assets in  illiquid  securities;  for this
purpose,  illiquid securities include,  among others (a) securities for which no
readily available market exists or which have legal or contractual  restrictions
on resale, (b) fixed time deposits that are subject to withdrawal  penalties and
have  maturities  of more than seven days,  and (c)  repurchase  agreements  not
terminable within seven days;

(3) Invest in the  securities of any issuer if those officers or Trustees of the
Trust and those officers and directors of the Advisor who  individually own more
than 1/2 of 1% of the  outstanding  securities of such issuer  together own more
than 5% of such issuer's securities;

(4) Write,  purchase, or sell puts, calls,  straddles,  spreads, or combinations
thereof or futures  contracts or related  options  (except that the Equity Funds
may engage in certain  transactions  in options to the extent  described  in the
Prospectus);

(5) Invest in warrants,  valued at the lower of cost or market,  exceeding  more
than 5% of the value of the Fund's net assets;  included within this amount, but
not to exceed 2% of the value of the Fund's net assets,  may be  warrants  which
are not listed on the New York or American Stock Exchange;  warrants acquired by
the Fund in units or attached to securities  may be deemed to be without  value;
or

(6) Purchase any securities on margin except in connection  with such short-term
credits as may be necessary for the clearance of transactions.

                                       7
<PAGE>

                               INVESTMENT ADVISERS

Information on each Fund's  Investment  Advisor is set forth in the  Prospectus.
This section contains additional  information  concerning the Advisors and their
obligations to the Funds.

General Adviser Duties.
- -----------------------
Each Adviser  supervises  and  implements  the  investment  activities  of their
respective Fund,  including the making of specific  decisions as to the purchase
and sale of portfolio  investments.  Among the  responsibilities of each Advisor
under the  Advisory  Agreement is the  selection of brokers and dealers  through
whom transactions in the Funds' portfolio investments will be effected.

The Advisory  Agreements  provide that each Advisor  shall not be liable for any
loss suffered by the Fund or its  shareholders  as a  consequence  of any act or
omission in connection  with services  under the Advisory  Agreement,  except by
reason of the Advisor's willful  misfeasance,  bad faith,  gross negligence,  or
reckless disregard of its obligations and duties.

Each Advisory  Agreement has an initial term of two years,  but may be continued
thereafter  from year to year so long as its  continuance  is  approved at least
annually (a) by the vote of a majority of the  Directors of the Fund who are not
"interested  persons"  of the Fund or the  Advisor  cast in  person at a meeting
called  for the  purpose  of  voting on such  approval,  and (b) by the Board of
Directors  as a whole or by the vote of a majority  (as defined in the 1940 Act)
of the outstanding shares of the Fund.

Each  Advisory  Agreement  will  terminate  automatically  in the  event  of its
assignment (as defined in the 1940 Act).

For the fiscal year ended June 30, 1999,  each Fund paid Advisory  fees, and the
Advisers each waived their fees, as follows:

                                Advisory Fee Paid      Amount Voluntarily Waived

Core Equity                         $ 109,971                   $16,165
Aggressive Growth                   $  18,600                   $16,878
Large-Cap Value                     $  16,846                   $ 7,883
Mid-Cap Value                       $  70,885                   $16,746
Small-Cap Value                     $  85,980                   $29,827
Fixed Income                        $  30,773                   $25,611

                             DIRECTORS AND OFFICERS

The Board Of Trustees  ("Board" or "Trustees")  has overall  responsibility  for
conduct of the  Trust's  affairs.  The  day-to-day  operations  of each Fund are
managed by the Fund's Advisor,  subject to the Bylaws of the Trust and review by
the Board.  The  Trustees of the Trust,  including  those  Trustees who are also
officers, are listed below. The Business Address of each Trustee is:

                                       8
<PAGE>

                        1288 Valley Forge Road, Suite 76
                             Valley Forge, PA 19482

                             Position        Principal Occupation for
Name, Age                    with Fund       The Last Five Years
- --------------------------------------------------------------------------------
Howard L. Gleit, 59          Trustee         Of Counsel, Connolly Epstein Chicco
                                             1515 Market Street, Philadelphia,
                                             Pennsylvania since 1997;.
                                             Previously of counsel to Foxman
                                             Engelmeyer & Ewing Philadelphia,
                                             Pennsylvania & Zapruder & Odell,
                                             Bala Cynwyd, Pennsylvania since
                                             1994; Previously a partner with
                                             Pepper, Hamilton & Scheetz
                                             Philadelphia, Pennsylvania.

Everett T. Keech, 59         Trustee         Chairman and CEO, Pico Products,
                                             Inc., a manufacturing firm, One
                                             Tower Bridge, Suite 501 West
                                             Conshohocken, Pennsylvania

Laurie Keyes, 49*            Trustee         Chief Operating Officer, Quaker
                             Secretary       Securities, Inc., 1288 Valley
                             Forge
                                             Road, Suite 75, Valley Forge,
                                             Pennsylvania

Jeffry H. King, 55*          Trustee         Chairman and CEO, Quaker
                             Chairman        Securities, Inc. 1288 Valley Forge
                                             Road Suite 75Valley Forge,
                                             Pennsylvania

Louis P. Pektor III, 48      Trustee         President, Ashley Development
                                             Company 961 Marcon Boulevard,
                                             Suite 300, Allentown, Pennsylvania
                                             since 1993; President, Greystone
                                             Capital, Allentown, Pennsylvania
                                             since 1993; previously, Executive
                                             Vice President, Wall Street
                                             Mergers & Acquisitions, Allentown,
                                             Pennsylvania

                                       9
<PAGE>

Peter F. Waitneight, 57*     Trustee         President Quaker Funds, Inc. 1288
                             President       Valley Forge Road, Suite 76, Valley
                                             Forge, Pennsylvania since 1996
                                             (Sponsor to the Quaker Family of
                                             Funds); previously, President,
                                             Paragon Financial Consulting
                                             Malvern, Pennsylvania 1995-96;
                                             previously, Marketing Director
                                             Turner Investment Partners Berwyn,
                                             Pennsylvania 1993-95;
- ----------------------------
* Indicates that Trustee is an "interested  person" of the Trust for purposes of
the 1940 Act  because  of his or her  position  with  one of the  Advisors,  the
Distributor, or the Sponsor to the Trust.

There are no family relationships between the Trustees and executive officers of
the Trust, except between Ms. Keyes and Mr. King, who are married.

Compensation
- ------------
The  officers  of the Trust  will not  receive  compensation  from the Trust for
performing the duties of their  offices.  Each Trustee who is not an "interested
person" of the Trust  receives a fee of $2,000  each year plus $250 per  meeting
attended in person and $100 per meeting attended by telephone.  All Trustees are
reimbursed for any out-of-pocket expenses incurred in connection with attendance
at meetings.

Name of Director         Compensation   Pension    Annual     Total Compensation
                         from Company   Benefits   Benefits   Paid to Director
- --------------------------------------------------------------------------------
Howard L. Gleit          $2,500         None       None       $2,500
Trustee

Everett T. Keech         $2,500         None       None       $2,500
Trustee

Laurie Keyes               None         None       None         None
Trustee

Jeffry H. King             None         None       None         None
Trustee

Louis P. Pektor III      $2,500         None       None       $2,500
Trustee

Peter F. Waitneight        None         None       None          None
Trustee

Control Persons and Shareholders Owning in Excess of 5% of Fund Shares
- ----------------------------------------------------------------------

As of June 30, 1999,  the  following  persons own more than 5% of No-Load  Share
Classes in each Fund.

                                       10
<PAGE>

                            Core Equity
Shareholder             Total Shares Owned    % of Total Outstanding Fund Shares
- --------------------------------------------------------------------------------
Geewax, Terker                510,246                       35.72%

St Mary's University          267,595                       18.73%
Charles Schwab
FBO Customer Accts            186,092                       13.03%

Geewax, Terker
FBO Customer Acct             107,611                        7.53%

Geewax, Terker
FBO Customer Acct              83,518                        5.85%

E. Boynton                     78,993                        5.53%

                        Aggressive Growth
Shareholder             Total Shares Owned    % of Total Outstanding Fund Shares
- --------------------------------------------------------------------------------
M. Dafarty                     42,724                       15.59%

J. King, Jr.                   20,607                        7.52%

Rabalam                        18,303                        6.68%

P. Schofield                   13,738                        5.01%

                          Large-Cap Value
Shareholder             Total Shares Owned    % of Total Outstanding Fund Shares
- --------------------------------------------------------------------------------
Trust Company
FBO Customer Acct             399,949                       54.50%

National Trust                183,671                       25.03%

                         Mid-Cap-Cap Value
Shareholder             Total Shares Owned    % of Total Outstanding Fund Shares
- --------------------------------------------------------------------------------
Trust Company
FBO Customer Acct             631,584                       57.16%

National Trust                348,434                       31.53%

                        Small-Cap-Cap Value
Shareholder             Total Shares Owned    % of Total Outstanding Fund Shares
- --------------------------------------------------------------------------------
OPUBCO
FBO Customer Acct             382,482                       37.63%

National Trust                188,715                       18.56%

                                       11
<PAGE>

                        Fixed Income Value
Shareholder             Total Shares Owned    % of Total Outstanding Fund Shares
- --------------------------------------------------------------------------------
St. Mary's                    464,014                       61.26%

J. King, Jr.                   92,033                       12.15%

Charles Schwab
FBO Customer Accts             80,882                       10.68%

Waitneight, P.                 46,212                        6.10%

                             PERFORMANCE INFORMATION

From time to time a Fund may quote total return  figures.  "Total  Return" for a
period is the  percentage  change in value during the period of an investment in
Fund shares,  including the value of shares acquired through reinvestment of all
dividends and capital gains distributions.  "Average Annual Total Return" is the
average  annual  compounded  rate of  change in value  represented  by the Total
Return Percentage for the period.

Average Annual Total Return is computed as follows: P(1+T)[n] = ERV

Where:    P = a hypothetical initial investment of $1000]
          T = average annual total return
          n = number of years
          ERV = ending redeemable value of shares at the end of the period

The Fund's  performance is a function of conditions in the  securities  markets,
portfolio management, and operating expenses.  Although information such as that
shown above is useful in reviewing the Fund's  performance and in providing some
basis for comparison with other investment  alternatives,  it should not be used
for comparison with other investments using different  reinvestment  assumptions
or time periods.

The yield of the Fixed  Income Fund is computed by dividing  the net  investment
income per share earned  during the period  stated in the  advertisement  by the
maximum offering price per share on the last day of the period.  For the purpose
of determining net investment income, the calculation  includes,  among expenses
of the Fund, all recurring fees that are charged to all shareholder accounts and
any  nonrecurring  charges  for the  period  stated.  In  particular,  yield  is
determined according to the following formula:

                           Yield =2[(A - B/CD + 1)6-1]

Where:  A equals  dividends  and  interest  earned  during the period;  B equals
expenses accrued for the period (net of reimbursements);  C equals average daily
number of shares  outstanding  during the period  that were  entitled to receive
dividends;  D equals the maximum offering price per share on the last day of the
period.

                                       12
<PAGE>

In sales literature, each Fund's performance may be compared with that of market
indices and other mutual funds. In addition to the above computations, each Fund
might use comparative  performance as computed in a ranking determined by Lipper
Analytical Services, Morningstar, Inc., or that of another service.

                         PURCHASING AND REDEEMING SHARES

Redemptions  of each Fund's  shares will be made at net asset value  ("NAV")less
any applicable CDSC. Each Fund's NAV is determined on days on which the New York
Stock Exchange  ("NYSE") is open for trading.  For purposes of computing the NAV
of a  share  of a Fund,  securities  traded  on  security  exchanges,  or in the
over-the-counter  market in which transaction prices are reported, are valued at
the last sales price at the time of valuation or,  lacking any reported sales on
that day, at the most recent bid quotations. Securities for which quotations are
not  available  and any  other  assets  are  valued  at a fair  market  value as
determined in good faith by the Advisor,  subject to the review and  supervision
of the Board. The price per share for a purchase order or redemption  request is
the NAV next determined after receipt of the order.

The Funds are open for  business on each day that the NYSE is open.  Each Fund's
share price or NAV is normally  determined as of 4:00 p.m.,  Eastern time.  Each
Fund's share price is calculated by subtracting its liabilities from the closing
fair  market  value of its total  assets  and  dividing  the result by the total
number of shares  outstanding  on that day.  Fund  liabilities  include  accrued
expenses and dividends payable, and its total assets include the market value of
the portfolio securities as well as income accrued but not yet received.

Redemptions in Kind.
- --------------------
The Funds do not intend, under normal circumstances,  to redeem their securities
by payment in kind. It is possible,  however,  that  conditions may arise in the
future which would, in the opinion of the Trustees,  make it undesirable for the
Funds to pay for all  redemptions  in cash. In such case,  the Board of Trustees
may authorize payment to be made in readily marketable  portfolio  securities of
the Fund.  Securities delivered in payment of redemptions would be valued at the
same  value  assigned  to them in  computing  the net  asset  value  per  share.
Shareholders  receiving them would incur brokerage  costs when these  securities
are sold.  An  irrevocable  election has been filed under Rule 18f-1 of the 1940
Act, wherein each Fund committed itself to pay redemptions in cash,  rather than
in kind,  to any  shareholder  of  record  of the Fund who  redeems  during  any
ninety-day  period,  the lesser of (a)  $250,000 or (b) one percent  (1%) of the
Fund's net asset value at the beginning of such period.

                                 TAX INFORMATION

The Funds  intend to qualify as a regulated  investment  company  ("RIC")  under
Subchapter  M of the  Internal  Revenue  Code of 1986,  as amended,  so as to be
relieved of federal  income tax on its capital gains and net  investment  income
currently distributed to its shareholders.  To qualify as a RIC, the Funds must,
among other  things,  derive at least 90% of its gross  income  from  dividends,
interest,  payments  with respect to  securities  loans,  gains from the sale or
other disposition of stock, securities,  or other income derived with respect to
its business of investing in such stock or securities.

                                       13
<PAGE>

If the  Funds  qualifies  as a RIC  and  distributes  at  least  90% of its  net
investment  income,  the Funds will not be subject to Federal  income tax on the
income so distributed.  However,  the Funds would be subject to corporate income
tax on any  undistributed  income other than  tax-exempt  income from  municipal
securities.

The  Funds   intends  to  distribute  to   shareholders,   at  least   annually,
substantially  all net investment income and any net capital gains realized from
sales of the Fund's portfolio  securities.  Dividends from net investment income
and  distributions  from  any net  realized  capital  gains  are  reinvested  in
additional  shares of the Funds unless the  shareholder has requested in writing
to have them paid by check.

If shares are purchased  shortly  before a record date for a  distribution,  the
shareholder  will, in effect,  receive a return of a portion of his  investment,
but the  distribution  will be taxable to him even if the net asset value of the
shares is reduced below the shareholder's cost. However,  for federal income tax
purposes the original cost would continue as the tax basis.

If  a   shareholder   fails  to  furnish  his  social   security  or  other  tax
identification  number or to certify properly that it is correct,  the Funds may
be  required  to  withhold  federal  income  tax at  the  rate  of  31%  (backup
withholding)  from  dividend,  capital  gain  and  redemption  payments  to him.
Dividend and capital gain payments may also be subject to backup  withholding if
the  shareholder  fails to  certify  properly  that he is not  subject to backup
withholding due to the under-reporting of certain income.

Taxation of the Shareholder.  Taxable distributions  generally are included in a
shareholder's  gross  income for the  taxable  year in which they are  received.
However,  dividends declared in October,  November and December and made payable
to  shareholders of record in such month will be deemed to have been received on
December 31st if paid by the Funds during the following January.

Distributions  by the Funds will result in a reduction  in the fair market value
of the Fund's shares. Should a distribution reduce the fair market value below a
shareholder's  cost basis, such distribution would be taxable to the shareholder
as  ordinary  income  or as a  long-term  capital  gain,  even  though,  from an
investment  standpoint,  it may  constitute  a  partial  return of  capital.  In
particular,  investors  should be careful to consider  the tax  implications  of
buying shares of the Fund just prior to a distribution. The price of such shares
include the amount of any  forthcoming  distribution so that those investors may
receive a return of investment upon distribution  which will,  nevertheless,  be
taxable to them.

Dividends. A portion of the Fund's income may qualify for the dividends-received
deduction  available  to  corporate  shareholders  to the extent that the Fund's
income is derived  from  qualifying  dividends.  Because the Fund may earn other
types of income, such as interest, income from securities loans,  non-qualifying
dividends,  and short-term  capital gains,  the percentage of dividends from the
Fund that qualifies for the deduction generally will be less than 100%. The Fund
will notify corporate  shareholders annually of the percentage of Fund dividends
that qualifies for the dividend received deductions.

                                       14
<PAGE>

A  portion  of  the  Fund's  dividends  derived  from  certain  U.S.  Government
obligations  may be exempt  from state and local  taxation.  Short-term  capital
gains are distributed as dividend income.  The Fund will send each shareholder a
notice in  January  describing  the tax status of  dividends  and  capital  gain
distributions for the prior year.

                             PORTFOLIO TRANSACTIONS

Decisions to buy and sell  securities for each Fund are made by the Advisor.  In
placing purchase and sale orders for portfolio  securities for a Fund, it is the
policy of the Advisor to seek the best execution of orders at the most favorable
price. In selecting brokers to effect portfolio transactions,  the determination
of what is expected to result in the best execution at the most favorable  price
involves  a number of largely  judgmental  considerations.  Among  these are the
Advisor's  evaluation  of the  broker's  efficiency  in  executing  and clearing
transactions,  the  rate  of  commission  or the  size  of  the  broker-dealer's
"spread", the size and difficulty of the order, the nature of the market for the
security,  operational  capabilities of the broker-dealer,  and the research and
other  services  provided.  A Fund  may  pay  more  than  the  lowest  available
commission  in return for brokerage  and research  services.  Research and other
services  may include  information  as to the  availability  of  securities  for
purchase or sale,  statistical or factual  information or opinions pertaining to
securities   and   reports   and   analysis   concerning   issuers   and   their
creditworthiness. The Advisor may use research and other services to service all
of its clients, rather than the particular clients whose commissions may pay for
research or other services.  In other words, the Fund's brokerage may be used to
pay for a  research  service  that is used in  managing  another  client  of the
Advisor.

The Advisor may  purchase or sell  portfolio  securities  on behalf of a Fund in
agency or principal  transactions.  In agency  transactions,  the Fund generally
pays brokerage commissions.  In principal transactions,  the Fund generally does
not pay  commissions.  However,  the price paid for the  security may include an
undisclosed commission or "mark-up" or selling concessions. The Advisor normally
purchases  fixed-income  securities  on a net basis from primary  market  makers
acting as principals for the securities.  The Advisor may purchase certain money
market  instruments  directly  from an  issuer  without  paying  commissions  or
discounts. Over-the-counter securities are generally purchased and sold directly
with  principal  market  makers who retain the  difference  in their cost in the
security and its selling price. In some instances, the Advisor feels that better
prices are available from  non-principal  market makers who are paid commissions
directly.

The  Advisor may combine  transaction  orders  placed on behalf of the Fund with
orders  placed on behalf of any other  fund or  private  account  managed by the
Advisor for the purpose of negotiating brokerage commissions or obtaining a more
favorable  transaction  price.  In these  cases,  transaction  costs are  shared
proportionately  by the fund or account,  as  applicable,  which are part of the
block.  If an  aggregated  trade is not  completely  filled,  then  the  Advisor
typically allocates the trade among the funds or accounts,  as applicable,  on a
pro  rata  basis  based  upon  account  size.  Exemptions  are  permitted  on  a
case-by-case  basis when judged by the Advisor to be fair and  reasonable to the
funds or accounts involved.

                                       15
<PAGE>

Trading by the Portfolio Manager
- --------------------------------
Pursuant to Section 17(j) of the 1940 Act and Rule 17j-1 thereunder,  the Funds,
the  Advisor,  and the  Distributor  have  adopted  Codes of Ethics  restricting
personal  securities  trading by the Fund's Advisors.  These Codes are on public
file, and are available from the Securities and Exchange  Commission.  While the
Codes permit  personal  transactions by the Advisors in securities held or to be
acquired by each Fund, the Codes prohibit and are designed to prevent fraudulent
activity in connection with such personal transactions.

                                    CUSTODIAN

First  Union   National  Bank  (the   "Custodian"),   123  South  Broad  Street,
Philadelphia,  PA  19109,  serves  as  custodian  for each  Fund's  assets.  The
Custodian  acts as the  depository  for  each  Fund,  holds in  safekeeping  its
portfolio  securities,  collects all income and other  payments  with respect to
portfolio  securities,  disburses  monies at the Fund's  request  and  maintains
records  in  connection  with its  duties  as  Custodian.  For its  services  as
Custodian,  the  Custodian  is entitled to receive  from each Fund an annual fee
based on the average net assets of the Fund held by the Custodian.

For the fiscal  year  ended  June 30,  1999,  each Fund paid  custodial  fees as
follows:

                                   Fee Paid
                                   --------
Core Equity                         $4,017
Aggressive Growth                   $5,253
Large-Cap Value                     $4,500
Mid-Cap Value                       $2,059
Small-Cap Value                     $4,683
Fixed Income                        $1,267

                                 TRANSFER AGENT

Declaration   Service   Company   (the  "DSC")  555  North  Lane,   Suite  6160,
Conshohocken,  PA 19428  serves as the Funds'  transfer,  dividend  paying,  and
shareholder servicing agent. The Transfer Agent, subject to the authority of the
Board of Trustees,  provides  transfer agency services  pursuant to an agreement
with the Administrator, which has been approved by the Trust. The Transfer Agent
maintains  the  records  of  each  shareholder's  account,  answers  shareholder
inquiries  concerning  accounts,  processes  purchases and  redemptions  of Fund
shares,  acts as dividend and distribution  disbursing agent, and performs other
shareholder  servicing  functions.  The Transfer  Agent is  compensated  for its
services by the Administrator and not directly by the Funds.

For the fiscal year ended June 30, 1999,  each Fund paid transfer  agent fees as
follows:

                                    Fee Paid
                                    --------
Core Equity                         $ 12,931
Aggressive Growth                   $  2,444
Large-Cap Value                     $  2,678
Mid-Cap Value                       $  9,358
Small-Cap Value                     $  9,144
Fixed Income                        $  6,849

                                       16
<PAGE>

                                 ADMINISTRATION

DSC also acts as administrator to the Trust pursuant to a written agreement with
the Trust.  DSC  supervises  all aspects of the  operations  of the Funds except
those  performed by the Fund's  Advisors  under the Fund's  investment  advisory
agreements. DSC is responsible for:

(a)  calculating each Fund's net asset value;
(b)  preparing and maintaining  the books and accounts  specified in Rule 31a-1;
     and 31a-2 of the Investment Company Act of 1940;
(c)  preparing financial statements contained in reports to stockholders of the;
     Fund
(d)  preparing each Fund's federal and state tax returns;
(e)  preparing reports and filings with the Securities and Exchange Commission;
(f)  preparing filings with state Blue Sky authorities; and
(g)  maintaining each Fund's financial accounts and records.

For the services to be rendered as  administrator,  the Trust pays DSC an annual
fee, paid  monthly,  based on the average net assets of each Fund, as determined
by valuations made as of the close of each business day of the month.

For the fiscal year ended June 30, 1999, each Fund paid  administration  fees as
follows:

                                    Fee Paid
                                    --------
Core Equity                         $ 12,931
Aggressive Growth                   $  2,444
Large-Cap Value                     $  2,678
Mid-Cap Value                       $  9,358
Small-Cap Value                     $  9,144
Fixed Income                        $  6,849

                                   DISTRIBUTOR

Declaration Distributors,  Inc. (DDI), 555 North Lane, Suite 6160, Conshohocken,
PA 19460, acts as the principal  underwriter of each Fund's shares pursuant to a
written  agreement with the Trust  ("Distribution  Agreement").  DDI and DSC are
both  wholly-owned  subsidiaries  of  Declaration  Holdings,  Inc.,  a  Delaware
corporation.

Pursuant to the Distribution Agreement, DDI facilitates the registration of each
Funds' shares under state securities laws and assists in the sale of shares. For
providing underwriting services to the Funds, DDI is paid an annual fixed fee by
the Trust.

The Distribution Agreement may be terminated by either party upon 60 days' prior
written notice to the other party.

                                       17
<PAGE>

                                     SPONSOR

Quaker Funds, Inc. (the "Sponsor"), 1288 Valley Forge Road, Post Office Box 987,
Valley  Forge,  Pennsylvania  19482,  acts as sponsor for each Fund and provides
certain  shareholder  services  (more  thoroughly  described in the  Prospectus)
pursuant to a Sponsorship  Agreement  between the Trust and the Sponsor for each
Fund approved by the Board of Trustees of the Trust. The Shareholder Sponsorship
Agreement may be terminated at any time, without penalty,  by each party upon 60
days prior written notice to the other party.

Laurie Keyes, Jeffrey H. King and Peter F. Waitneight, each of whom is a Trustee
of the Trust,  control  Quaker Funds,  Inc.  Quaker Funds,  Inc. was formed as a
Pennsylvania corporation in 1996 and is located at 1288 Valley Forge Road, Suite
76, Valley Forge, Pennsylvania 19482.

                             INDEPENDENT ACCOUNTANTS

The firm of Goldenberg  Rosenthal  Friedlander,  LLP, 101 West Avenue,  P.O. Box
458, Jenkintown,  Pennsylvania 19046-0468, serves as independent accountants for
the Funds, and will audit the annual financial  statements of the Funds, prepare
each Fund's federal and state tax returns, and consult with the Funds on matters
of accounting and federal and state income taxation.

                                  LEGAL COUNSEL

David Jones & Assoc., P.C., 799 State Street,  Pottstown PA 19464, has passed on
certain matters relating to this  registration  statement and acts as counsel to
the Trust.

                                DISTRIBUTION PLAN

As noted in the Fund's Prospectus,  the Trust has adopted plans pursuant to Rule
12b-1 under the 1940 Act (the  "Plan")  whereby each share class of the Funds is
authorized to pay a fee per annum of the Fund's  average daily net assets to the
Sponsor  and others to  compensate  them for  certain  expenses  incurred in the
distribution  of the Fund's shares and the servicing or  maintaining of existing
Fund shareholder accounts. The fees may be paid on a monthly basis, in arrears.


                               GENERAL INFORMATION

The Trust is an unincorporated  business trust organized under Massachusetts law
on  October  24,  1990  and  operating  as a  diversified,  open-end  management
investment  company.  The Trust's  Declaration of Trust  authorizes the Board of
Trustees  to divide  shares  into  series,  each  series  relating to a separate
portfolio of  investments,  and to classify and reclassify  any unissued  shares
into one or more classes of shares of each such series. The Declaration of Trust
currently provides for the shares of six series and the number of shares of each
series  shall  be   unlimited.   The  Trust  does  not  intend  to  issue  share
certificates.

In the event of a  liquidation  or  dissolution  of the  Trust or an  individual
series, such as each Fund, shareholders of a particular series would be entitled
to receive the assets  available  for  distribution  belonging  to such  series.
Shareholders  of a  series  are  entitled  to  participate  equally  in the  net
distributable assets of the particular series involved on liquidation,  based on
the number of shares of the series that are held by each  shareholder.  If there
are any assets,  income,  earnings,  proceeds,  funds or payments,  that are not
readily  identifiable as belonging to any particular  series, the Trustees shall
allocate  them  among  any one or more of the  series  as they,  in  their  sole
discretion, deem fair and equitable.

                                       18
<PAGE>

Shareholders of all of the series of the Trust,  including the Funds,  will vote
together and not  separately  on a  series-by-series  or  class-by-class  basis,
except as  otherwise  required by law or when the Board of  Trustees  determines
that the matter to be voted upon affects only the interests of the  shareholders
of a particular series or class. Rule 18f-2 under the 1940 Act provides that any
matter  required  to be  submitted  to the  holders  of the  outstanding  voting
securities  of an  investment  company  such as the Trust shall not be deemed to
have been effectively acted upon unless approved by the holders of a majority of
the outstanding  shares of each series or class affected by the matter. A series
or class is affected by a matter  unless it is clear that the  interests of each
series or class in the matter  are  substantially  identical  or that the matter
does not  affect any  interest  of the series or class.  Under Rule  18f-2,  the
approval of an investment advisory  agreement,  a Rule 12b-1 plan, or any change
in a fundamental  investment policy would be effectively acted upon with respect
to a series only if approved  by a majority  of the  outstanding  shares of such
series. However, the Rule also provides that the ratification of the appointment
of independent accountants, the approval of principal underwriting contracts and
the election of Trustees may be effectively  acted upon by  shareholders  of the
Trust voting together, without regard to a particular series or class.

When issued for  payment as  described  in the  Prospectus  and this  Additional
Statement, shares of each Fund will be fully paid and non-assessable.

The  Declaration  of Trust  provides  that the Trustees of the Trust will not be
liable in any event in connection with the affairs of the Trust,  except as such
liability may arise from his or her own bad faith,  willful  misfeasance,  gross
negligence,  or reckless  disregard of duties.  It also  provides that all third
parties  shall look  solely to the Trust  property  for  satisfaction  of claims
arising in connection with the affairs of the Trust. With the exceptions stated,
the  Declaration  of Trust  provides that a Trustee or officer is entitled to be
indemnified against all liability in connection with the affairs of the Trust.

Other Expenses. Each Fund is responsible for the payment of its expenses.  These
include,  for example,  the fees payable to the Advisor,  or expenses  otherwise
incurred in  connection  with the  management  of the  investment  of the Funds'
assets,  the fees and  expenses of the  Custodian,  the fees and expenses of the
Administrator,  the fees and  expenses of Trustees,  outside  auditing and legal
expenses,  all taxes and  corporate  fees payable by each Fund,  Securities  and
Exchange  Commission  fees,  state  securities   qualification  fees,  costs  of
preparing and printing prospectuses for regulatory purposes and for distribution
to shareholders,  costs of shareholder reports and shareholder meetings, and any
extraordinary  expenses.  Each  Fund  also pays for  brokerage  commissions  and
transfer  taxes (if any) in  connection  with the purchase and sale of portfolio
securities.  Expenses  attributable to a particular  series of the Trust will be
charged to that series, and expenses not readily  identifiable as belonging to a
particular series will be allocated by or under procedures approved by the Board
of  Trustees  among one or more  series  in such a manner  as it deems  fair and
equitable.

The Trust does not intend to hold annual shareholder  meetings; it may, however,
hold special  shareholder  meetings for  purposes  such as changing  fundamental
policies  or electing  Trustees.  The Board of Trustees  shall  promptly  call a
meeting  for the purpose of electing or  removing  Trustees  when  requested  in
writing to do so by the record holders of a least 10% of the outstanding  shares
of the Trust. The term of office of each Trustee is of unlimited  duration.  The
holders of at least two-thirds of the outstanding shares of the Trust may remove
a Trustee from that  position  either by  declaration  in writing filed with the
Custodian  or by votes  cast in person or by proxy at a meeting  called for that
purpose.

                                       19
<PAGE>

Shareholders of the Trust will vote in the aggregate and not by series (Fund) or
class,  except  as  otherwise  required  by the 1940  Act or when  the  Board of
Trustees determines that the matter to be voted on affects only the interests of
the  shareholders  of  a  particular  series  or  class.  Matters  affecting  an
individual series,  include, but are not limited to, the investment  objectives,
policies  and  restrictions  of  that  series.   Shares  have  no  subscription,
preemptive or conversion  rights.  Share  certificates will not be issued.  Each
share  is  entitled  to  one  vote  (and  fractional   shares  are  entitled  to
proportionate  fractional votes) on all matters submitted for a vote, and shares
have equal  voting  rights  except that only shares of a  particular  series are
entitled  to vote on  matters  affecting  only that  series.  Shares do not have
cumulative  voting  rights.  Therefore,  the  holders  of more  than  50% of the
aggregate  number  of  shares  of all  series  of the  Trust  may  elect all the
Trustees.

Under  Massachusetts  law,  shareholders  of a business trust may, under certain
circumstances,  be held personally liable as partners for the obligations of the
trust.  The  Declaration  of Trust,  therefore,  contains  provisions  which are
intended to mitigate such liability.

Reporting to Shareholders.  Each Fund will send to its  shareholders  annual and
semi-annual  reports;  the financial  statements appearing in annual reports for
each Fund will be audited by  independent  accountants.  In addition,  the Funds
will  send to each  shareholder  having an  account  directly  with the Fund,  a
quarterly  statement  showing  transactions in the account,  the total number of
shares owned and any dividends or distributions  paid.  Inquiries  regarding any
Fund may be directed in writing to 555 North Lane, Suite 6160, Conshohocken,  PA
19428 or by calling 800-220-8888.

                                       20
<PAGE>

                                   APPENDIX A

                             DESCRIPTION OF RATINGS

The Funds may generally  acquire from time to time fixed income  securities that
meet the following minimum rating criteria  ("Investment Grade Debt Securities")
or, if unrated, are in the Advisor's opinion comparable in quality to Investment
Grade Debt  Securities.  The Fixed  Income Fund,  however,  intends to limit its
portfolio to a more restrictive quality criteria,  limiting portfolio investment
to those securities in the three highest ratings,  as described below, or if not
rated,  of  equivalent  quality as determined by the Advisor to the Fixed Income
Fund. The various ratings used by the nationally  recognized  securities  rating
services are described below.

A rating by a rating service  represents the service's  opinion as to the credit
quality of the security  being rated.  However,  the ratings are general and are
not absolute standards of quality or guarantees as to the creditworthiness of an
issuer.  Consequently,  the Advisor  believes  that the quality of fixed  income
securities  in which the Funds may invest  should be  continuously  reviewed and
that  individual  analysts  give  different  weightings  to the various  factors
involved in credit analysis. A rating is not a recommendation to purchase,  sell
or hold a  security,  because  it does not take  into  account  market  value or
suitability  for a  particular  investor.  When a security has received a rating
from more than one service, each rating is evaluated independently.  Ratings are
based on current  information  furnished by the issuer or obtained by the rating
services from other sources that they consider reliable. Ratings may be changed,
suspended  or  withdrawn  as a result of  changes in or  unavailability  of such
information, or for other reasons.

Standard & Poor's  Ratings  Group.  The  following  summarizes  the highest four
ratings  used by  Standard & Poor's  Ratings  Group  ("S&P") for bonds which are
deemed to be "Investment-Grade Debt Securities" by the Advisor:

     AAA - This is the highest rating  assigned by S&P to a debt  obligation and
     indicates an extremely strong capacity to pay interest and repay principal.

     AA - Debt rated AA is  considered  to have a very  strong  capacity  to pay
     interest  and repay  principal  and differs from AAA issues only in a small
     degree.

     A - Debt rated A has a strong  capacity to pay interest and repay principal
     although it is somewhat more  susceptible to the adverse effects of changes
     in  circumstances  and  economic  conditions  than  debt  in  higher  rated
     categories.

                                       21
<PAGE>

     BBB - Debt rated BBB is  regarded  as having an  adequate  capacity  to pay
     interest  and  repay  principal.  Whereas  it  normally  exhibits  adequate
     protection   parameters,    adverse   economic   conditions   or   changing
     circumstances  are  more  likely  to lead  to a  weakened  capacity  to pay
     interest and repay  principal  for bonds in this  category than for debt in
     higher rated categories.

To  provide  more  detailed  indications  of credit  quality,  the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within these major rating categories.

Bonds  rated  BB, B,  CCC,  CC and C are not  considered  by the  Advisor  to be
"Investment-Grade   Debt   Securities"   and  are  regarded,   on  balance,   as
predominantly  speculative with respect to the issuer's capacity to pay interest
and principal in accordance with the terms of the  obligation.  BB indicates the
lowest degree of speculation and C the highest degree of speculation. While such
bonds may have some quality and protective characteristics, these are outweighed
by large uncertainties or major risk exposures to adverse conditions.

Commercial  paper rated A-1 by S&P indicates that the degree of safety regarding
timely payment is strong.  Those issues  determined to possess  extremely strong
safety  characteristics  are  denoted  A-1+.  Capacity  for  timely  payment  on
commercial paper rated A-2 is satisfactory, but the relative degree of safety is
not as high as for issues designated A-1.

The rating SP-1 is the highest  rating  assigned by S&P to  municipal  notes and
indicates  very strong or strong  capacity to pay principal and interest.  Those
issues determined to possess  overwhelming  safety  characteristics  are given a
plus (+) designation.

Moody's  Investors  Service,  Inc.  The  following  summarizes  the highest four
ratings used by Moody's Investors Service,  Inc. ("Moody's") for bonds which are
deemed to be "Investment-Grade Debt Securities" by the Advisor:

     Aaa - Bonds that are rated Aaa are judged to be of the best  quality.  They
     carry the smallest degree of investment risk and are generally  referred to
     as  "gilt  edge."  Interest  payments  are  protected  by a large  or by an
     exceptionally  stable  margin and  principal  is secure.  While the various
     protective elements are likely to change, such changes as can be visualized
     are most  unlikely  to impair the  fundamentally  strong  position  of such
     issues.

     Aa - Bonds  that  are  rated Aa are  judged  to be of high  quality  by all
     standards.  Together  with the Aaa group they  comprise  what are generally
     known as high grade bonds. They are rated lower than the best bonds because
     margins  of  protection  may  not  be as  large  as in  Aaa  securities  or
     fluctuation of protective elements may be of greater amplitude or there may
     be other elements  present which make the long-term  risks appear  somewhat
     larger than in Aaa securities.

                                       22
<PAGE>

     A - Debt which is rated A possesses  many favorable  investment  attributes
     and is to be considered as an upper medium grade obligation. Factors giving
     security to principal and interest are considered adequate but elements may
     be present which  suggest a  susceptibility  to impairment  sometime in the
     future.

     Baa - Debt which is rated Baa is considered  as a medium grade  obligation,
     i.e., it is neither highly protected nor poorly secured.  Interest payments
     and  principal  security  appear  adequate  for  the  present  but  certain
     protective elements may be lacking or may be characteristically  unreliable
     over any great  length  of time.  Such debt  lacks  outstanding  investment
     characteristics and in fact has speculative characteristics as well.

Moody's applies numerical modifiers (l, 2 and 3) with respect to bonds rated Aa,
A and Baa.  The  modifier 1  indicates  that the bond being  rated  ranks in the
higher end of its generic rating category;  the modifier 2 indicates a mid-range
ranking;  and the  modifier 3 indicates  that the bond ranks in the lower end of
its generic rating category.

Bonds  which  are  rated  Ba, B,  Caa,  Ca or C by  Moody's  are not  considered
"Investment-Grade  Debt Securities" by the Advisor. Bonds rated Ba are judged to
have  speculative  elements  because  their future  cannot be considered as well
assured.  Uncertainty of position characterizes bonds in this class, because the
protection of interest and principal payments often may be very moderate and not
well safeguarded.

Bonds  which  are  rated  B  generally  lack   characteristics  of  a  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the  security  over any long period for time may be small.  Bonds
which are rated Caa are of poor standing.  Such  securities may be in default or
there may be present  elements of danger with  respect to principal or interest.
Bonds which are rated Ca represent  obligations  which are speculative in a high
degree.  Such  issues are often in default  or have other  marked  shortcomings.
Bonds which are rated C are the lowest  rated class of bonds and issues so rated
can be regarded as having  extremely  poor  prospects of ever attaining any real
investment standing.

The rating Prime-1 is the highest  commercial  paper rating assigned by Moody's.
Issuers rated Prime-1 (or related  supporting  institutions)  are  considered to
have a superior  capacity for  repayment of short-term  promissory  obligations.
Issuers rated Prime-2 (or related  supporting  institutions)  are  considered to
have a strong capacity for repayment of short-term promissory obligations.  This
will  normally be  evidenced  by many of the  characteristics  of issuers  rated
Prime-1 but to a lesser  degree.  Earnings  trends and  coverage  ratios,  while
sound, will be more subject to variation. Capitalization characteristics,  while
still appropriated may be more affected by external conditions.  Ample alternate
liquidity is maintained.

                                       23
<PAGE>

The following summarizes the highest rating used by Moody's for short-term notes
and variable rate demand obligations:

     MIG-l;  VMIG-l -  Obligations  bearing these  designations  are of the best
     quality,  enjoying strong  protection by established  cash flows,  superior
     liquidity  support  or  demonstrated  broad-based  access to the market for
     refinancing.

Duff & Phelps  Credit  Rating Co. The  following  summarizes  the  highest  four
ratings  used by Duff & Phelps  Credit  Rating Co.  ("D&P")  for bonds which are
deemed to be "Investment-Grade Debt Securities" by the Advisor:

     AAA - Bonds that are rated AAA are of the highest credit quality.  The risk
     factors are considered to be negligible,  being only slightly more than for
     risk-free U.S. Treasury debt.

     AA - Bonds that are rated AA are of high credit quality. Protection factors
     are strong.  Risk is modest but may vary slightly from time to time because
     of economic conditions.

     A - Bonds rated A have average but adequate  protection  factors.  The risk
     factors are more variable and greater in periods of economic stress.

     BBB - Bonds rated BBB have below average  protection  factors but are still
     considered  sufficient  for  prudent  investment.   There  is  considerable
     variability in risk during economic cycles.

Bonds  rated  BB,  B and CCC by D&P are not  considered  "Investment-Grade  Debt
Securities" and are regarded,  on balance,  as  predominantly  speculative  with
respect to the issuer's  ability to pay interest and make principal  payments in
accordance with the terms of the obligations.  BB indicates the lowest degree of
speculation and CCC the highest degree of speculation.

The rating Duff l is the highest  rating  assigned by D&P for  short-term  debt,
including commercial paper. D&P employs three designations,  Duff l+, Duff 1 and
Duff 1- within the highest rating category.  Duff l+ indicates highest certainty
of timely payment.  Short-term  liquidity,  including internal operating factors
and/or access to alternative sources of funds, is judged to be "outstanding, and
safety is just below risk-free U.S.  Treasury  short-term  obligations."  Duff 1
indicates very high certainty of timely payment. Liquidity factors are excellent
and  supported  by  good  fundamental   protection  factors.  Risk  factors  are
considered  to be minor.  Duff 1- indicates  high  certainty of timely  payment.
Liquidity  factors  are  strong and  supported  by good  fundamental  protection
factors. Risk factors are very small.

                                       24
<PAGE>

Fitch Investors Service,  Inc. The following summarizes the highest four ratings
used by Fitch Investors Service, Inc. ("Fitch") for bonds which are deemed to be
"Investment-Grade Debt Securities" by the Advisor:

     AAA - Bonds are considered to be investment grade and of the highest credit
     quality.  The obligor has an  exceptionally  strong ability to pay interest
     and  repay  principal,  which is  unlikely  to be  affected  by  reasonably
     foreseeable events.

     AA - Bonds are  considered to be  investment  grade and of very high credit
     quality.  The obligor's ability to pay interest and repay principal is very
     strong,  although  not quite as strong as bonds  rated AAA.  Because  bonds
     rated in the AAA and AA  categories  are not  significantly  vulnerable  to
     foreseeable  future  developments,  short-term  debt of  these  issuers  is
     generally rated F-1+.

     A - Bonds that are rated A are  considered  to be  investment  grade and of
     high  credit  quality.  The  obligor's  ability to pay  interest  and repay
     principal is considered to be strong, but may be more vulnerable to adverse
     changes in economic  conditions  and  circumstances  than bonds with higher
     ratings.

     BBB -  Bonds  rated  BBB  are  considered  to be  investment  grade  and of
     satisfactory  credit  quality.  The  obligor's  ability to pay interest and
     repay  principal is considered to be adequate.  Adverse changes in economic
     conditions  and  circumstances,  however,  are more likely to have  adverse
     impact on these bonds, and therefore impair timely payment.  The likelihood
     that the ratings of these bonds will fall below  investment grade is higher
     than for bonds with higher ratings.

To  provide  more  detailed  indications  of credit  quality,  the AA, A and BBB
ratings may be modified by the addition of a plus or minus sign to show relative
standing within a rating category.

Bonds  rated BB, B and CCC by Fitch are not  considered  "Investment-Grade  Debt
Securities" and are regarded,  on balance,  as  predominantly  speculative  with
respect to the issuer's  ability to pay interest and make principal  payments in
accordance with the terms of the obligations.  BB indicates the lowest degree of
speculation and CCC the highest degree of speculation.

The following  summarizes the three highest ratings used by Fitch for short-term
notes, municipal notes, variable rate demand instruments and commercial paper:

                                       25
<PAGE>

     F-1+ -  Instruments  assigned  this  rating  are  regarded  as  having  the
     strongest degree of assurance for timely payment.

     F-1 -  Instruments  assigned  this rating  reflect an  assurance  of timely
     payment only slightly less in degree than issues rated F-1+

     F-2  -  Instruments  assigned  this  rating  have  satisfactory  degree  of
     assurance for timely  payment,  but the margin of safety is not as great as
     for issues assigned F-1+ and F-1 ratings.

                                       26
<PAGE>

                                     PART C
                             QUAKER INVESTMENT TRUST
                                    FORM N-1A
                                OTHER INFORMATION

ITEM 23.  EXHIBITS

(a)       Declaration   of  Trust  -  Amended  and   Restated   Declaration   of
          Trust-Incorporated by reference; filed 8/29/96
(b)       By-Laws - Amended and Restated  By-Laws-  Incorporated  by  reference;
          filed 8/29/96
(c)       Not Applicable
(d)       Investment Advisory Agreements:
     (1)  for Quaker Core Equity Fund- Incorporated by reference; filed 10/26/98
     (2)  for Quaker  Aggressive Growth Fund-  Incorporated by reference;  filed
          8/29/96
     (3)  for Quaker  Large-Cap  Value Fund-  Incorporated  by reference,  filed
          02/15/99
     (4)  for Quaker  Small Cap Value Fund-  Incorporated  by  reference;  filed
          10/26/98
     (5)  for  Quaker  Mid-Cap  Value  Fund-Incorporated  by  reference;   filed
          10/27/97
     (6)  for Quaker Fixed Income Fund-Incorporated by reference; filed 8/29/96
(e)       Distribution   Agreement   between  the  Registrant  and   Declaration
          Distributors, Inc.- Incorporated by reference; filed 10/26/98
(f)       Not Applicable
(g)       Custodian Agreement - Incorporated by reference; filed 9/5/97
(h)       Other Material Contracts -
     (1)  Investment  Services  Agreement between the Registrant and Declaration
          Services Company-Incorporated by reference; filed 10/26/98
     (2)  Sponsorship  Agreement  between  the Trust  and  Quaker  Funds,  Inc.-
          Incorporated by reference; filed 9/05/97
     (3)  Copies of Powers of Attorney- Incorporated by reference; filed 9/05/97
(i)       Opinion and Consent of Counsel - Attached as Exhibit 23I
(j)       Other Opinions - Not Applicable
(k)       Not Applicable
(l)       Not Applicable
(m)       Rule 12b-1 Plans:
     1.   Plan of  Distribution  under  Rule 12b-1 for  Quaker  Large-Cap  Fund-
          Incorporated by reference; filed 02/26/99
     2.   Plan of  Distribution  under Rule 12b-1 for Quaker Core  Equity  Fund-
          Incorporated by reference; filed 09/24/98
     3.   Plan of  Distribution  under Rule 12b-1 for Quaker  Aggressive  Growth
          Fund- Incorporated by reference; filed 11/12/96
     4.   Plan of Distribution under Rule 12b-1 for Quaker Small Cap Value Fund-
          Incorporated by reference; filed 11/12/96
     5.   Plan of  Distribution  under Rule 12b-1 for Quaker  Fixed Income Fund-
          Incorporated by reference; filed 11/12/96
     6.   Plan of  Distribution  under Rule 12b-1 for Quaker Mid-Cap Value Fund-
          Incorporated by reference, filed 10/27/97

<PAGE>

(n)       Financial Data Schedule - Not Applicable
(o)       Rule 18f-3 Plan - Incorporated by reference; filed 9/05/97

ITEM 24.  Persons Controlled by or Under Common Control with Registrant
- --------  -------------------------------------------------------------

          No person is controlled by or under common control with Registrant.

ITEM 25.  Indemnification
- --------  ---------------

          Reference is hereby made to the  following  sections of the  following
          documents filed or included by reference as exhibits  hereto:  Article
          VII,  Sections 5.4 of the Registrant's  Declaration of Trust,  Article
          XIV Section 8(b) of the Registrant's  Investment Advisory  Agreements,
          Section 8(b) of the Registrant's Administration Agreement, and Section
          (6) of the  Registrant's  Distribution  Agreements.  The  Trustees and
          officers  of the  Registrant  and the  personnel  of the  Registrant's
          administrator  are  insured  under an errors and  omissions  liability
          insurance  policy.  The  Registrant  and its officers are also insured
          under the fidelity  bond  required by Rule 17g-1 under the  Investment
          Company Act of 1940.

ITEM 26.  Business and other Connections of Investment Advisors
- --------  -----------------------------------------------------

          See the Statement of Additional Information section entitled "Trustees
          and Officers" for the activities and  affiliations of the officers and
          directors of the Investment  Advisors of the Registrant.  Except as so
          provided,  to the  knowledge of  Registrant,  none of the directors or
          executive  officers of the  Investment  Advisors is or has been at any
          time during the past two fiscal years  engaged in any other  business,
          profession,  vocation  or  employment  of a  substantial  nature.  The
          Investment Advisors currently serve as investment advisors to numerous
          institutional and individual clients.

ITEM 27.  Principal Underwriter
- --------  ---------------------

          (a)  Declaration   Distributors,   Inc.   ("DDI")is   underwriter  and
               distributor  for The  Quaker  Family  of  Funds.  DDI  serves  as
               underwriter or distributor for other investment companies.

          (b)  Name  and  Principal  Position(s)  and  Offices  Position(s)  and
               Offices Business Address with Underwriter with Registrant  Jeffry
               H. King  Chairman & CEO Trustee and Chairman 1288 Valley Forge Rd
               Valley Forge,  PA Laurie Keyes Chief  Operating  Officer  Trustee
               1288 Valley Forge Rd Valley Forge, PA

          (c)  Not applicable

ITEM 28.  Location of Accounts and Records
- --------  --------------------------------

          All  account  books  and  records  not  normally  held by First  Union
          National Bank of North Carolina, the Custodian to the Registrant,  are
          held by the Registrant, in the offices of Declaration Service Company,
          Fund Accountant,  Administrator, and Transfer Agent to the Registrant,
          or by the  Advisors to the  Registrant  (Fiduciary  Asset  Management,
          Inc.,  West Chester  Capital  Advisors,  Inc., DG Capital  Management,
          Inc.,  Aronson  +  Partners,  Logan  Capital  Management,   Inc.,  and
          Compu-Val  Investments,   Inc.).The  address  of  Declaration  Service
          Company is 555 North Lane,  Suite 6160,  Conshohocken,  PA 19428.  The
          address of First Union  National  Bank of North  Carolina is Two First
          Union Center,  Charlotte,  North  Carolina  28288-1151.The  address of
          Fiduciary  Asset  Management  Co. is 8112 Maryland  Avenue,  Suite310,
          Clayton, Missouri 63105. The address of West Chester Capital Advisors,
          Inc. is 106 South Church Street, West Chester, Pennsylvania 19382. The
          address of DG Capital  Management,  Inc. is 8 Waybridge Lane, Wayland,
          Massachusetts  01778.  The  address of Aronson + Partners is 230 South
          Broad  Street,  20th  Floor,  Philadelphia,  Pennsylvania  19012.  The
          address of Logan Capital Management,  Inc. is One Liberty Place, Suite
          2700,  Philadelphia,  Pennsylvania  19103.  The  address of  Compu-Val
          Investments,  Inc.  is 1702  Lovering  Avenue,  Wilmington,  Delaware,
          19806.
<PAGE>

ITEM 29.  Management Services.
- --------  --------------------

          The substantive provisions of the Fund Accounting, Dividend Disbursing
          &Transfer Agent and Administration  Agreement, as amended, between the
          Registrant and The Declaration Service Company are discussed in Part B
          hereof.

ITEM 30.  Undertakings.
- --------  -------------

          The Registrant  hereby  undertakes to comply with Section 16(c) of the
          Investment Company Act of 1940.  Registrant undertakes to furnish each
          person to whom a  Prospectus  is  delivered  with a copy of the latest
          annual  report  of each  series of  Registrant  to  shareholders  upon
          request and without charge.

<PAGE>

SIGNATURES  Pursuant to the  requirements  of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
its  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereto duly authorized,  in the City of Valley Forge,  State of Pennsylvania on
the 13th day of September, 1999.

QUAKER INVESTMENT TRUST
By: /s/ Peter F. Waitneight
    -----------------------
    Trustee & President

Pursuant to the  requirements  of the Securities Act of 1933,  this Amendment to
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.


/s/  Howard L. Gleit                                            October 29, 1999
- --------------------------------------------------------------------------------
HOWARD L. GLEIT, TRUSTEE

/s/ Everett T. Keech                                            October 29, 1999
- --------------------------------------------------------------------------------
EVERETT T. KEECH, TRUSTEE

/s/ Laurie Keyes                                                October 29, 1999
- --------------------------------------------------------------------------------
LAURIE KEYES, TRUSTEE

/s/ Jeff King                                                   October 29, 1999
- --------------------------------------------------------------------------------
JEFF KING, TRUSTEE AND CHAIRMAN

/s/ Louis P. Pektor III                                         October 29, 1999
- --------------------------------------------------------------------------------
LOUIS P. PEKTOR III, TRUSTEE

/s/ Peter F. Waitneight                                         October 29, 1999
- --------------------------------------------------------------------------------
PETER F. WAITNEIGHT, TRUSTEE AND PRESIDENT

/s/  Paul Giorgio                                               October 29, 1999
- --------------------------------------------------------------------------------
PAUL GIORGIO, CHIEF PRINCIPAL FINANCIAL OFFICER

<PAGE>

                             QUAKER INVESTMENT TRUST

     EXHIBIT INDEX

     EXHIBIT NO.           DESCRIPTION

     EXHIBIT 23I           OPINION AND CONSENT OF COUNSEL



                                   EXHIBIT 23I
                         OPINION AND CONSENT OF COUNSEL

                           DAVID JONES & Assoc., P.C.
                            799 State Street, PMB 234
                               Pottstown, PA 19464
                             (610) 718-5381 (phone)
                           (610) 718-5391 (facsimile)
                          [email protected] (e-mail)



Quaker Investment Trust                                         October 29, 1999
1288 Valley Forge, Suite 76
Valley Forge, PA  19460

Dear Sirs:

As counsel to The Quaker  Investment  Trust  (the  "Trust"),  an  unincorporated
business trust  organized under the laws of the State of  Massachusetts,  I have
been asked to render my opinion with  respect to the  issuance of an  indefinite
number of shares of beneficial interest of the Trust (the "Shares") representing
proportionate interests in The Quaker Core Equity Fund, Quaker Aggressive Growth
Fund,  Quaker Large-Cap Value Fund,  Quaker Mid-Cap Value Fund, Quaker Small-Cap
Value Fund, and Quaker Fixed-Income Fund (the "Funds").  The Shares of the Funds
are series of the Trust consisting of one classes of shares,  the No-Load Class,
all as more fully  described  in the  Prospectus  and  Statement  of  Additional
Information contained in the Registration  Statement on Form N-1A, to which this
opinion is an exhibit, to be filed with the Securities and Exchange Commission.

I have examined the Company's  Declaration of Trust, by-laws, the Prospectus and
Statement of Additional Information contained in the Registration Statement, and
such other  documents,  records and  certificates  as deemed  necessary  for the
purposes of this opinion.

Based on the  foregoing,  I am of the  opinion  that the  Shares,  when  issued,
delivered  and  paid for in  accordance  with the  terms of the  Prospectus  and
Statement of Additional  Information,  will be legally  issued,  fully paid, and
non-assessable  by the Trust.  I also give my consent  for the Trust to included
this opinion as an Exhibit to the Trust's Registration Statement on Form N-1A.

Very Truly Yours,

/s/  David D. Jones
David D. Jones
Attorney & Counselor at Law



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