QUAKER INVESTMENT TRUST
497, 1999-03-01
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                           THE QUAKER INVESTMENT TRUST
                       SUPPLEMENT DATED FEBRUARY 26, 1999
                      TO PROSPECTUS DATED NOVEMBER 2, 1998


The  Prospectus  for the Quaker  Investment  Trust,  dated  November 2, 1998, is
amended and supplemented as follows:

1.   The name of the Quaker  Enhanced  Stock Market Fund has been changed to The
     Quaker  Large-Cap  Value Fund.  All  references to "Quaker  Enhanced  Stock
     Market Fund" are deleted and replaced with "Quaker Large-Cap Value Fund".

2.   Certain fundamental  investment policies of the Quaker Large-Cap Value Fund
     have been changed.

     The  following  language,  wherever  it may  appear in the  Prospectus,  is
deleted in its entirety:

     "The Fund  invests in a  portfolio  of  securities  whose  diversification,
     market  capitalization and volatility risk  characteristics are designed to
     approximate those of the Standard & Poors 500 Index (the "S&P 500"),  while
     also seeking to identify  industry sectors and individual  securities which
     offer the  opportunity  to exceed the total return of the S&P 500. The Fund
     could contain up to 300 issues,  but might not contain a representation  of
     all sectors comprising the S&P 500. In contrast to other funds whose stated
     investment  objective is to passively  track the  performance of S&P 500 by
     maintaining an investment portfolio substantially identical to the S&P 500,
     the Fund is actively managed with constant  attention to proprietary models
     designed  to track the S&P 500 in risk and  volatility,  yet exceed the S&P
     500 in potential price appreciation. "

     The deleted language described above is replaced by the following:

     "The Quaker Large-Cap Value Fund  concentrates its investments in large-cap
     value stocks.  Large-cap companies are defined as those companies that have
     a total  market  capitalization  in  excess  of $6  billion.  In  selecting
     securities  for the portfolio of the Fund,  the Fund's  Investment  Advisor
     will seek asset-rich and earnings rich companies  selling at relatively low
     market valuations, with attractive growth and momentum characteristics. The
     Advisor  to the Fund will use its  proprietary  cash flow  based,  dividend
     discount model to select securities for the Fund..

     The  Quaker  Large-Cap  Value  Fund  will  also  seek to invest in a manner
     designed to minimize  adverse tax  consequences  to  shareholders.  In that
     regard, the Fund will employ tax-enhanced  investment techniques similar to
     those  currently  being  employed  for the Quaker  Core Equity  Fund.  This
     investment  policy  involves  minimizing   portfolio  turnover.   Excessive
     portfolio  turnover  can result in the  realization  of short term and long
     term  capital  gains,  the  taxation  of which  is  normally  passed  on to
     shareholders."

     The investment  policies  described above are  fundamental  policies of the
     Quaker  Large-Cap  Value Fund,  and may be changed only by the  affirmative
     vote of a "majority" of the outstanding shares of the Fund, as that term is
     defined in the  Investment  Company Act of 1940.  The  investment  policies
     described  above  are  not  the  only  investment  policies  of the  Quaker
     Large-Cap  Value  Fund.  All  fundamental  and  non-fundamental  investment
     policies and restrictions not specifically changed in this amendment remain
     in full force and effect.

3.   The Investment Advisor to the Fund has changed.  Fiduciary Asset Management
     Co., the Investment  Advisor to the Fund,  resigned  effective February 26,
     1999.  Compu-Val  Investments,  Inc.  ("Compu-Val")  1702 Lovering  Avenue,
     Wilmington,  Delaware,  19806, is the Fund's new Advisor. All references to
     Fiduciary  Asset  Management  Co.  are  hereby  deleted,   and  information
     concerning  Compu-Val inserted in its place.  Compu-Val currently serves as
     Advisor to the Quaker Mid-Cap Value Fund and will continue to serve in that
     capacity. Information concerning Compu-Val is set forth below.

<PAGE>

     Under the supervision of the Board of Trustees, Compu-Val Investments, Inc.
     ("CVI")  provides the  Large-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.

     Compu-Val  was  established  as a  Delaware  corporation  in  1974,  and is
     registered under the Investment Advisors Act of 1940, as amended. Compu-Val
     currently  serves as  investment  advisor  to over $170  million in assets,
     including  serving as investment  advisor to the Quaker Mid-Cap Value Fund.
     It has been rendering investment counsel,  utilizing investment  strategies
     substantially  similar to that of the Mid-Cap Value Fund,  to  individuals,
     banks and thrift  institutions,  pension and profit sharing plans,  trusts,
     estates, charitable organizations and corporations since 1974. Compu-Val '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 Compu-Val since 1995,
     is the Fund's  portfolio  manager.  From 1989 to 1995,  Mr.  O'Keefe was an
     investment analyst with CoreStates Investment Advisers, Philadelphia, PA .

     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 the Fund.

4.   The expense ratios for the Quaker  Large-Cap  Value Fund have been changed.
     All  references to the fee ratios for the Quaker  Large-Cap  Value Fund are
     amended as follows. The former and current fee ratios are set forth below:

     Fee Category                           Prior Fee Ratio    Current Fee Ratio
     ------------                           ---------------    -----------------

     Management Fees*                            0.70%               1.00%
     Servicing (12b-1 Fees)**                    0.25%               0.25%
     Other Expenses                              0.05%               0.10%
                                                 -----               -----
     Total Annual Operating Expenses***          1.00%               1.35%

     *  Management  Fees  under  the  prior fee  structure  included  investment
     advisory  fees of 0.50% and 0.20% for sponsor  fees.  Under the current fee
     structure,  0.75% is paid as investment  advisory fees and 0.25% is paid to
     the Fund's sponsor,  Quaker Funds,  Inc.  Compu-Val and Quaker Funds,  Inc.
     have both agreed to waive receipt of their fees to the extent  necessary to
     insure that the Fund's Total Annual Operating Expenses do not exceed 1.35%

     * 12b-1  fees are not  normally  accrued by the Fund.  If  persons  provide
     services  to the Fund for which  12b-1 fees  should be paid,  the Fund will
     accrue and pay such fees to the party,  and the Advisor will reduce its fee
     by an amount equal to the amounts paid  pursuant to the Plan.  Accordingly,
     the Fund will not bear the expense of any 12b-1 fees.

     *** Total Annual Operating  Expenses for the Fund are capped at 1.35% under
     the current fee  structure.  The  Advisor and Fund  sponsor  have agreed to
     waive  receipt of their fees to assist the Fund to maintain its expense cap
     of 1.35%  Further,  the Adviser will  reimburse the Fund for any 12b-1 fees
     paid by the  Fund.  Accordingly,  the  expense  ratio  table  above  is for
     comparison purposes only.

Any portion of the prospectus not specifically addressed in this amendment shall
remain unchanged and in full force and effect.



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