QUAKER INVESTMENT TRUST
PRE 14A, 2001-01-17
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                           SCHEDULE 14A (RULE 14A-101)
        INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant                      /X/

Filed by a party other than the registrant   / /

Check the appropriate box:

/X/  Preliminary proxy statement

/ /  Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
     14a-6(e)(2))

/ /  Definitive proxy statement

/ /  Definitive additional materials

/ /  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
                             QUAKER INVESTMENT TRUST
--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
                                 NOT APPLICABLE
<PAGE>

                           The Quaker Investment Trust
                       OFFERING THE QUAKER FAMILY OF FUNDS

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

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                                     OF THE
            QUAKER LARGE-CAP VALUE FUND AND QUAKER MID-CAP VALUE FUND

                         TO BE HELD ON FEBRUARY 7, 2001

To the  Shareholders  of the Quaker  Large-Cap Value Fund and the Quaker Mid-Cap
Value Fund:

     The Quaker  Investment  Trust (the "Trust") is holding a special meeting of
the Shareholders of the Quaker Large-Cap Value Fund and the Quaker Mid-Cap Value
Fund,  each a series of the Quaker Family of Funds,  on  Wednesday,  February 7,
2001 at 10:00  a.m.,  Eastern  Time.  The  meeting  will be held at the  Trust's
offices, located at 1288 Valley Forge Road, Suite 76, Valley Forge, PA 19482.

     The Trust is a  Massachusetts  business  trust,  operating  as a registered
management  investment  company.  The Trust has  authorized  the division of its
shares into various series (each a "Fund" and together the "Funds")and currently
offers  shares of the  following  Funds to the public:  Quaker Core Equity Fund;
Quaker Aggressive Growth Fund; Quaker Large-Cap Value Fund; Quaker Mid-Cap Value
Fund;  Quaker Small-Cap Value Fund,  Quaker  Small-Cap Growth Fund;  Quaker High
Yield Fund; Quaker Fixed Income Fund; and Quaker Government Money Market Fund.

     The Trust  further has  authorized  the division of its shares into various
classes,  each with different sales charges and/or ongoing fees. The table below
briefly  describes the various share classes  currently offered by the Trust and
identifies which Funds offer which share class.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                                                                 INSTITUTIONAL
                                                                                 CLASS SHARES ARE
                                                                                 OFFERED WITHOUT
                                                                                 SALES CHARGES OR
                       CLASS A SHARES   CLASS B SHARES     CLASS C SHARES ARE    ADDITIONAL ONGOING
                       ARE OFFERED TO   ARE OFFERED WITH   OFFERED WITHOUT       SERVICING FEES,
                       THE PUBLIC       A DECLINING        SALES LOADS, BUT      BUT WITH
                       WITH A           CONTINGENT         WITH A CONTINUING     SUBSTANTIALLY
                       FRONT-END        DEFERRED SALES     ADDITIONAL            HIGHER MINIMUM
FUND                   SALES CHARGE.    CHARGE.            SERVICING FEE.        INVESTMENTS
---------------------------------------------------------------------------------------------------
<S>                          <C>               <C>                 <C>                   <C>
CORE EQUITY                   X                 X                   X                     X
---------------------------------------------------------------------------------------------------
AGGRESSIVE GROWTH             X                 X                   X                     X
---------------------------------------------------------------------------------------------------
LARGE-CAP VALUE               X                 X                   X                     X
---------------------------------------------------------------------------------------------------
MID-CAP VALUE                 X                 X                   X                     X
---------------------------------------------------------------------------------------------------
SMALL-CAP VALUE               X                 X                   X                     X
---------------------------------------------------------------------------------------------------
SMALL-CAP GROWTH              X                 X                   X                     X
---------------------------------------------------------------------------------------------------
HIGH YIELD                    X                 X                   X                     X
---------------------------------------------------------------------------------------------------
FIXED INCOME                  X                 X                   X                     X
---------------------------------------------------------------------------------------------------
GOVERNMENT MONEY
MARKET                                                                                    X
---------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

     The meeting is being held for the following purposes:

(1)  To Approve a new Sub-Investment Advisory Agreement for the Quaker Large-Cap
     Value Fund with Windrose Capital Management;

(2)  To Approve a new  Sub-Investment  Advisory Agreement for the Quaker Mid-Cap
     Value Fund with Schneider Capital Management; and

(3)  To transact such other business as may properly come before the Meeting.

     You may vote at the  meeting if you are the  record  owner of shares of any
Fund as of the close of  business  on  December  __,  2000.  If you  attend  the
meeting,  you may vote  your  shares in  person.  If you  expect  to attend  the
meeting,  please call the Trust at  1-800-220-8888 to inform them. If you do not
expect to attend the meeting,  please fill in,  date,  sign and return the proxy
card in the enclosed, postage paid envelope.

     PLEASE VOTE NOW TO HELP SAVE THE COST OF ADDITIONAL SOLICITATIONS.

     As always, we thank you for your confidence and support.

                                        By Order of the Board of Trustees,

                                        /s/ Jeffry H. King
                                        -----------------------------
                                        JEFFRY H. KING
                                        Chairman

January 17, 2001

<PAGE>

                           THE QUAKER INVESTMENT TRUST
                       OFFERING THE QUAKER FAMILY OF FUNDS

            1288 Valley Forge Road, Suite 76, Valley Forge, PA 19482
                             Toll Free: 800-220-8888

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

                                 PROXY STATEMENT
                             DATED JANUARY 29, 2001

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

                         SPECIAL MEETING OF SHAREHOLDERS
                                     OF THE
                           QUAKER LARGE-CAP VALUE FUND
                                        &
                            QUAKER MID-CAP VALUE FUND
                         TO BE HELD ON FEBRUARY 7, 2001

WHAT IS HAPPENING?

     The Board of Trustees  (the  "Board") of the Quaker  Investment  Trust (the
     "Trust")  has voted to call a special  meeting of all  shareholders  of the
     Quaker  Large-Cap  Value Fund and Quaker  Mid-Cap Value Fund (each a "Fund"
     and together the  "Funds"),  in order to seek  shareholder  approval of new
     sub-investment  advisory agreements for each Fund. The meeting will be held
     at the Trust's offices, located at 1288 Valley Forge Road, Suite 76, Valley
     Forge,  PA 19482,  at 10:00 a.m.,  Eastern Time, on Wednesday,  February 7,
     2001. If you expect to attend the meeting in person,  please call the Trust
     at 1-800-220-8888 to inform them of your intentions.

WHAT ITEMS OF TRUST BUSINESS AM I BEING ASKED TO VOTE ON?

     For  shareholders  of the Quaker  Large-Cap  Value Fund and Quaker  Mid-Cap
     Value Fund only,  the Board is asking you to approve the  engagement of new
     sub-investment  advisers to replace  the  previous  sub-advisor,  Compu-Val
     Investments, Inc., which recently resigned its position with both Funds.

WHICH PROPOSALS APPLY TO ME?

     The table below summarizes each proposal to be presented at the meeting and
     shows the Funds (and share  classes) whose  shareholders  may vote for each
     proposal.

--------------------------------------------------------------------------------
     PROPOSAL                                    WHICH SHAREHOLDERS MAY VOTE
--------------------------------------------------------------------------------
1.   Approving a new Sub-Investment Advisory     All shareholders of the Quaker
     Agreement with Windrose Capital Management  Large-Cap Value Fund only.
--------------------------------------------------------------------------------
2.   Approving a new Sub-Investment Advisory     All shareholders of the Quaker
     Agreement with Schneider Capital            Mid-Cap Value Fund only
     Management:
--------------------------------------------------------------------------------

<PAGE>

AM I ELIGIBLE TO VOTE?

     If you were the record  owner of any shares of the Quaker  Large-Cap  Value
     Fund or the  Quaker  Mid-Cap  Value  Fund as of the  close of  business  on
     December __, 2000 (the "Record Date"), then you are eligible to vote on one
     or more of the proposals (See the table in the preceding  paragraph to find
     out which  proposals  apply to you). The number of shares for each class of
     shares  outstanding  for  each  Fund as of the  Record  Date is  listed  in
     Appendix A to this proxy  statement.  Each  share  counts as one vote,  and
     fractional shares count as fractional votes.

HOW DO I VOTE?

     VOTING BY PROXY

     The simplest and quickest way for you to vote is to complete, sign and date
     the  enclosed  proxy  card  and mail it back to the  Trust in the  envelope
     provided.  The Board  urges you to fill out and return your proxy card even
     if you plan to attend  the  meeting.  Returning  your  proxy  card will not
     affect your right to attend the Meeting and vote.

     The Board has named  Linda  Coyne and David  Ganley as  proxies,  and their
     names  appear on your proxy  card(s).  By signing  your proxy  card(s)  and
     returning  it,  you are  appointing  those  persons  to vote for you at the
     Meeting. If you properly fill in your proxy card and return it to the Trust
     in time to vote, one of the appointed  proxies will vote your shares as you
     have  directed.  If you sign and return  your proxy  card,  but do not make
     specific  choices,  one of the  appointed  proxies will vote your shares on
     each proposal as recommended by the Board.

     If an additional  matter is presented  for vote at the Meeting,  one of the
     appointed proxies will vote in accordance with his or her best judgment. At
     the time this proxy  statement was printed,  the Board was not aware of any
     other  matter that  needed to be acted upon at the  meeting  other than the
     three proposals discussed in this proxy statement.

     If you appoint a proxy by signing and  returning  your proxy card,  you can
     revoke that appointment at any time before it is exercised.  You can revoke
     your proxy by sending in another  proxy with a later date,  or by notifying
     the Trust's secretary in writing, before the meeting, that you have revoked
     your  proxy,  at the  following  address:  Ms.  Laurie  Keyes,  The  Quaker
     Investment Trust, 1288 Valley Forge Road, Valley Forge, PA 19482.

     VOTING IN PERSON

     If you attend  the  meting and wish to vote in person,  you will be given a
     ballot when you arrive. If you have already voted by proxy and wish to vote
     in person  instead,  you will be given an  opportunity  to do so during the
     meeting. If you attend the meeting, but your shares are held in the name of
     your broker,  bank or other nominee,  you must bring with you a letter from
     that nominee stating that you are the beneficial owner of the shares on the
     Record Date and authorizing you to vote.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

     The Board recommends that you vote "For" each of the proposals described in
     this proxy statement.

WHAT IS A QUORUM AND WHY IS IT IMPORTANT?

     A quorum is the number of outstanding  shares,  as of the Record Date, that
     must be  present,  in person or by proxy,  in order for the Trust to hold a
     valid  shareholder  meeting.  The  Trust  cannot  hold a valid  shareholder
     meeting  unless there is a quorum of  shareholders  present in person or by
     proxy.  The Trust's  Agreement and  Declaration  of Trust requires that the
     presence,  in person or by proxy,  of a majority of the shares  entitled to
     vote on a matter  shall  constitute  a  quorum,  unless a larger  number of
     shares is required  pursuant to law.  The table below sets forth the quorum
     required for each proposal to be voted at the meeting:

<PAGE>

--------------------------------------------------------------------------------
                                                 NUMBER OF SHARES
     PROPOSAL                                    REQUIRED FOR QUORUM
--------------------------------------------------------------------------------
1.   Approving a new Sub-Investment Advisory     A majority of all outstanding
     Agreement with Windrose Capital             shares (as of December __,
     Management.                                 2000) of the Quaker Large-Cap
                                                 Value Fund only.
--------------------------------------------------------------------------------
2.   Approving a new Sub-Investment Advisory     A majority of all outstanding
     Agreement with Schneider Capital            shares (as of December __,
     Management.                                 2000) of the Quaker Mid-Cap
                                                 Value Fund only.
--------------------------------------------------------------------------------

     Under rules applicable to broker-dealers,  if your broker holds your shares
     in its name,  the broker is not  allowed to vote your  shares on any of the
     Proposals  unless it has  received  voting  instructions  from you. If your
     broker  does not vote your shares on one or more  Proposals  because it has
     not received  instructions from you, those shares will be considered broker
     non-votes.

     Broker  non-votes  and  abstentions  with  respect to a  proposal  count as
     present for  purposes  of  establishing  a quorum,  and count as votes cast
     against each Proposal.

WHAT IS THE VOTE NECESSARY TO APPROVE EACH PROPOSAL?

     The following table describes the votes needed to approve each Proposal:

--------------------------------------------------------------------------------
                                                 NUMBER OF SHARES
     PROPOSAL                                    REQUIRED TO APPROVE;
--------------------------------------------------------------------------------
1.   Approving a new Sub-Investment Advisory     The affirmative vote of a
     Agreement with Windrose Capital             majority of the shares entitled
     Management.                                 to vote of the Quaker Large-Cap
                                                 Value Fund only is  required to
                                                 approve the Proposal as to that
                                                 Fund.
--------------------------------------------------------------------------------
2.   Approving a new Sub-Investment Advisory     The affirmative vote of a
     Agreement with Schneider Capital            majority of the shares entitled
     Management.                                 to vote of the Quaker Mid-Cap
                                                 Value Fund only is required to
                                                 approve the Proposal as to that
                                                 Fund.
--------------------------------------------------------------------------------

     The  Investment  Company Act of 1940, as amended (the "1940 Act") defines a
     "majority" of the outstanding  voting securities of a Fund as the lesser of
     (a) the vote of  holders of at least 67% of the  voting  securities  of the
     Fund  present  in person or by proxy,  if more than 50% of such  shares are
     present in person or by proxy;  or (b) the vote of holders of more than 50%
     of the outstanding voting securities of the Fund.

     Broker  non-votes  will not count as votes cast and will have the effect of
     votes against each Proposal.

CAN THE MEETING BE ADJOURNED?

     The appointed  proxies may propose to adjourn the meeting,  either in order
     to solicit additional proxies or for other purposes. If there is a proposal
     to adjourn the meeting,  the  affirmative  vote of a majority of the shares
     present at the meeting,  in person or by proxy, is required to approve such
     proposal.

WHO IS PAYING THE COST OF THE SHAREHOLDER MEETING AND THIS PROXY SOLICITATION?

     The  Trust  is  paying  the  costs of the  shareholder  meeting  and  proxy
     solicitation.

WHO DO I CALL IF I HAVE QUESTIONS?

     Please call the Trust at  1-800-220-8888  with any  questions  you may have
     relating to this proxy  statement.  Also, at your  request,  the Trust will
     send you a free copy of its most recent audited annual report.  Simply call
     the Trust to request a copy of either report.
--------------------------------------------------------------------------------

<PAGE>

PROPOSAL # 1. APPROVAL OF A NEW SUB-INVESTMENT  ADVISORY AGREEMENT WITH WINDROSE
              CAPITAL MANAGEMENT

WHICH SHAREHOLDERS VOTE FOR THIS PROPOSAL?

     Only  shareholders  of  record  (as of  December  __,  2000) of the  Quaker
     Large-Cap Value Fund vote for this proposal.

WHAT IS HAPPENING?

     On November  __, 2000,  Compu-Val  Investments,  the former  sub-investment
     adviser to the Quaker  Large-Cap  Value Fund  ("Compu-Val"),  resigned  its
     position  for  economic  reasons.  The Board of  Trustees  of the Fund (the
     "Board"),  after  thoughtful  consideration  and  consultation  with Quaker
     Management Corp. ("QMC"),  the Fund's investment  adviser,  decided that it
     would be in the best  interests of the  shareholders  of the Fund to find a
     new sub-investment adviser to replace Compu-Val.

WHO HAS THE BOARD  CHOSEN  TO SERVE AS THE NEW  SUB-INVESTMENT  ADVISER  FOR THE
FUND?

     On December 6, 2000, the Board met to consider,  among other matters, a new
     Sub-Investment Adviser for the Fund, and after full deliberation,  selected
     Windrose  Capital  Management  ("Windrose")  to  serve  in  that  capacity.
     Windrose is a California corporation doing business and registered with the
     Securities and Exchange Commission ("SEC") as an investment adviser.

TELL ME SOMETHING ABOUT WINDROSE'S BACKGROUND.

     Windrose was established in November,  2000 as a California corporation and
     is registered as an investment adviser under the Investment Advisers Act of
     1940, as amended.  Windrose  currently serves as investment adviser to over
     $___________ million in assets. Windrose operates as an investment advisory
     firm  rendering  investment  counsel and  utilizing  investment  strategies
     substantially  similar to that of the Large-Cap  Value Fund to individuals,
     pension and profit sharing plans, trusts, estates, charitable organizations
     and corporations.  Windrose's address is 750 East Green Street,  Suite 315,
     Pasadena,  CA 91101.  Windrose  is  controlled  by James R.  Henderson  and
     ____________.

     James R.  Henderson is Windrose's  Chief  Investment  Officer and will have
     responsibility for the day-to-day  management of the Fund's portfolio.  Mr.
     Henderson has over fifteen years of value equity  experience,  managing the
     assets of co-mingled  mutual funds and  separately  managed  portfolios for
     both  individual  and  institutional   investors.   Prior  to  establishing
     Windrose,  , Mr.  Henderson  served as a  principal  and  Senior  Portfolio
     Manager for Metropolitan West Capital Management. Mr. Henderson has degrees
     in both Finance and Economics from California State University, Northridge,
     and earned his Chartered Financial Analyst designation in 1992.

WHAT ARE WINDROSE'S RESPONSIBILITIES AS SUB-ADVISER TO THE FUND?

     Windrose will be responsible for the day-to-day investments of the Fund and
     will choose the  securities in which the Fund  invests.  Windrose also will
     provide the Fund with investment advice and recommendations with respect to
     investments,  investment  policies and the purchase and sale of securities.
     Windrose  will report to and be under the general  supervision  of QMC. QMC
     will have primary  responsibility  for the  activities of Windrose and will
     report to the Board with respect to Windrose's activities.

<PAGE>

IF WINDROSE BECOMES THE SUB-ADVISER, WILL MY FEES INCREASE?

     If Windrose becomes the new Sub-Adviser to the Fund, QMC will pay a portion
     of the fee it receives to Windrose.  Accordingly,  your overall  investment
     management  fees  will  not  increase.  Windrose  has  agreed  to  serve as
     Sub-Adviser for the same fees formerly received by Compu-Val. A copy of the
     Sub-Investment  Advisory Agreement for the Fund as approved by the Board is
     included as Exhibit 1 to this proxy.

HOW WILL THE APPROVAL OF WINDROSE AFFECT THE INVESTMENT MANAGEMENT OF  MY FUND?

     Your Fund shares will not change. Windrose has pledged to the Board that it
     will  provide,  or continue to provide,  the same high  quality  investment
     management  services  to your Fund that your Fund has  enjoyed in the past.
     Mr.  Henderson is a seasoned  value equity money  manager with an excellent
     reputation in the industry.  The Board is confident  that the engagement of
     Windrose  to serve as  sub-investment  adviser  to the Fund will allow your
     Fund to have a greater  opportunity  to  prosper  than  under  the  current
     arrangement.

WHAT HAPPENS IF WINDROSE IS NOT APPROVED AS THE NEW SUB-ADVISER?

     If you and your fellow  shareholders  reject this Proposal,  the Board will
     consider alternate investment management options.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON PROPOSAL # 1?

--------------------------------------------------------------------------------
           YOUR BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY
                  RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL # 1.
--------------------------------------------------------------------------------

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

PROPOSAL # 2. APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT WITH SCHNEIDER
              CAPITAL MANAGEMENT

WHICH SHAREHOLDERS VOTE FOR THIS PROPOSAL?

     Only shareholders of record (as of December __, 2000) of the Quaker Mid-Cap
     Value Fund vote for this proposal.

WHAT IS HAPPENING?

     On November  __, 2000,  Compu-Val  Investments,  the former  sub-investment
     adviser  to the  Quaker  Mid-Cap  Value Fund  ("Compu-Val"),  resigned  its
     position  for  economic  reasons.  The Board of  Trustees  of the Fund (the
     "Board"),  after  thoughtful  consideration  and  consultation  with Quaker
     Management Corp., the Fund's investment  adviser,  decided that it would be
     in the  best  interests  of the  shareholders  of the  Fund  to  find a new
     sub-investment adviser to replace Compu-Val.

WHO HAS THE BOARD  CHOSEN  TO SERVE AS THE NEW  SUB-INVESTMENT  ADVISER  FOR THE
FUND?

     On December 6, 2000, the Board met to consider,  among other matters, a new
     Sub-Investment Adviser for the Fund, and after full deliberation,  selected
     Schneider Capital Management  ("SCM") to serve in that capacity.  SCM is an
     employee owned company doing  business and  registered  with the Securities
     and Exchange Commission ("SEC") as an investment adviser.

TELL ME SOMETHING ABOUT SMC'S BACKGROUND.

     SCM was established as a Pennsylvania corporation in 1996 and is registered
     as an  investment  adviser  under the  Investment  Advisers Act of 1940, as
     amended. SCM currently serves as investment adviser to over $900 million in
     assets. SCM operates as an investment advisory firm, and has been rendering
     investment counsel,  utilizing investment strategies  substantially similar
     to that of the Mid-Cap Value Fund, to individuals, pension

<PAGE>

     and profit sharing plans,  trusts,  estates,  charitable  organizations and
     corporations  since 1996.  SCM's address is 460 Eat Swedesford  Road, Suite
     1080, Wayne, PA 19087. SCM is 100% employee owned.

     Arnold C.  Schneider,  President and Chief  Investment  Officer of SCM, has
     responsibility for the day-to-day  management of the Fund's portfolio.  Mr.
     Scneider has over seventeen years experience in value investment.  Prior to
     establishing  SCM, Mr. Schneider was a Senior Vive President and Partner of
     Wellington Management Company. Mr. Henderson began his career as an analyst
     for Wellington in 1983. Mr.  Schneider  holds a Bachelor of sciences degree
     from the McIntire School of Commerce of the University of Virginia and is a
     past President of the Financial Analysts of Philadelphia.  Mr. Schneider is
     also a Chartered Financial Analyst.

WHAT ARE SCM'S RESPONSIBILITIES AS SUB-ADVISER TO THE FUND?

     SCM will be responsible for the day-to-day investments of the Fund and will
     choose the securities in which the Fund invests.  SCM also will provide the
     Fund  with   investment   advice  and   recommendations   with  respect  to
     investments,  investment  policies and the purchase and sale of securities.
     SCM will report to and be under the general  supervision  of QMC.  QMC will
     have primary  responsibility  for the  activities of SCM and will report to
     the Board with respect to SCM's activities.

IF SCM BECOMES THE SUB-ADVISER, WILL MY FEES INCREASE?

     If SCM becomes the new  Sub-Adviser  to the Fund, QMC will pay a portion of
     the fee it receives to SCM. Accordingly, your overall investment management
     fees will not increase. SCM has agreed to serve as Sub-Adviser for the same
     fees formerly received by Compu-Val. A copy of the Sub-Investment  Advisory
     Agreement for the Fund as approved by the Board is included as Exhibit 2 to
     this proxy.

HOW WILL THE APPROVAL OF SCM AFFECT THE INVESTMENT MANAGEMENT OF  MY FUND?

     Your Fund shares will not change. SCM has pledged to the Board that it will
     provide,  or  continue  to  provide,   the  same  high  quality  investment
     management services to your Fund that your Fund has enjoyed in the past.

     SCM is a  highly  regarded  investment  advisory  firm  with  an  excellent
     reputation and record. The Board is confident that the engagement of SCM to
     serve as  sub-adviser  to the Fund will  allow  your Fund to have a greater
     opportunity to prosper than under the current arrangement.

WHAT HAPPENS IF SCM IS NOT APPROVED AS THE NEW SUB-ADVISER?

     If you and your fellow  shareholders  reject this Proposal,  the Board will
     consider alternate investment management options.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON PROPOSAL # 2?

--------------------------------------------------------------------------------
           YOUR BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY
                  RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL # 2.
--------------------------------------------------------------------------------

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

                                OTHER INFORMATION

UNDERWRITER

     Declaration  Distributors,   Inc.  ("DDI")  555  North  Lane,  Suite  6160,
     Conshohocken,  PA 19428,  is a  broker/dealer  registered  as such with the
     Securities and Exchange Commission, and is a member in good standing of the
     National   Association  of  Securities  Dealers.  DDI  has  been  providing
     underwriting services to the Funds of the Trust since October, 1998.

<PAGE>

     DDI is paid a flat fee of $20,000,  annually, by the Trust for its services
     to the Funds of the Trust.  DDI generally  retains  commissions on sales of
     Fund shares when such sales are not effected by an outside  broker,  dealer
     or financial  professional.  DDI receives the same commissions as any other
     broker with whom the Trust has entered into a selling agreement.

ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTING

     Declaration Service Company, 555 North Lane, Suite 6160,  Conshohocken,  PA
     19428, provides administrative,  transfer agent, and accounting services to
     each Fund pursuant to a written agreement with the Trust.

ALLOCATION OF PORTFOLIO TRANSACTIONS

     Each Adviser and Sub-Adviser, in effecting purchases and sales of portfolio
     securities for the account of the Funds,  is responsible  for insuring that
     such purchases and sales are effected in accordance with the Trust's policy
     of seeking best execution of orders, which includes best net prices, except
     to the  extent  that  the  Sub-Advisers  may  be  permitted  to pay  higher
     brokerage commissions for research services as described below.  Consistent
     with this  policy,  orders  for  portfolio  transactions  are  placed  with
     broker-dealer  firms  giving  consideration  to the  quality,  quantity and
     nature of each  firm's  professional  services,  which  include  execution,
     clearance  procedures,  wire service  quotations and  statistical and other
     research  information  provided to the Funds. Any research benefits derived
     are available for all clients,  including clients of affiliated  companies.
     Since statistical and other research  information is only  supplementary to
     research efforts of the Adviser and the Sub-Advisers,  and such information
     still must be analyzed and  reviewed by its staff,  the receipt of research
     information  is  not  expected  to  materially   reduce  the  Sub-Advisers'
     expenses.  In  selecting  among  firms  believed to meet the  criteria  for
     handling a particular transaction,  the Sub-Advisers may give consideration
     to those firms that have sold or are selling  shares of the Trust,  as well
     as to those  firms that  provide  market,  statistical  and other  research
     information to the Trust, the Adviser and to the Sub-Advisers.  The Adviser
     and the  Sub-Advisers are not authorized to pay higher  commissions,  or in
     the case of principal  trades,  higher  prices,  to firms that provide such
     services, except as provided below.

     The Adviser and the Sub-Advisers  may in certain  instances be permitted to
     pay higher brokerage commissions solely for receipt of market,  statistical
     and other  research  services.  Subject to Section 28(e) of the  Securities
     Exchange Act of 1934 and procedures  adopted by the Board,  the Funds could
     pay to a firm that  provides  research  services to the Adviser  and/or the
     Sub-Advisers a commission for effecting a securities transaction for a Fund
     in excess of the amount other firms would have charged for the transaction.
     The Fund could do this if the Adviser and/or the Sub-Advisers  determine(s)
     in good faith that the greater  commission is reasonable in relation to the
     value of the research  services  provided by the  executing  firm viewed in
     terms  either of a  particular  transaction  or the  Adviser's  and/or  the
     Sub-Advisers'  overall  responsibilities to the Funds or other clients. Not
     all  such  research  services  may be  useful  or of value  in  advising  a
     particular  series.  Research benefits will be available for all clients of
     the Adviser and/or  Sub-Advisers and its/their  subsidiaries.  In addition,
     the  investment  management  fee  paid by the  Fund to the  Adviser  is not
     reduced because it receives these research services.

PROPOSALS OF SHAREHOLDERS

     As a Massachusetts Business Trust, the Trust is not required to hold annual
     shareholder meetings,  but will hold special meetings as required or deemed
     desirable.  Since the Trust does not hold regular meetings of shareholders,
     the anticipated date of the next  shareholders  meeting cannot be provided.
     Any  shareholder  proposal  that may  properly  be  included  in the  proxy
     solicitation material for a special shareholder meeting must be received by
     the Trust no later than four months prior to the date when proxy statements
     are mailed to shareholders.

OTHER MATTERS TO COME BEFORE THE MEETING

     The Board is not aware of any matters that will be presented  for action at
     the  meeting  other than the  matters  set forth  herein.  Should any other
     matters  requiring  a  vote  of  shareholders   arise,  the  proxy  in  the
     accompanying  form will confer upon the person or persons  entitled to vote
     the shares represented by such

<PAGE>

     proxy the  discretionary  authority to vote the shares as to any such other
     matters in  accordance  with their best  judgment  in the  interest  of the
     Trust.

OWNERSHIP OF FUND SHARES BY TRUSTEES

     The following Trustees own 5% or more of the following Funds as of December
     __, 2000.

--------------------------------------------------------------------------------
TRUSTEE           NAME OF FUND          NUMBER OF SHARES OWNED      % OF FUND
--------------------------------------------------------------------------------

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

FINANCIAL STATEMENTS

     The  financial  statements  for each Fund and the  Trust  are  incorporated
     herein by reference to the Trust's audited annual financial  report,  dated
     June 30, 2000,  and the Trust's  unaudited  semi-annual  financial  report,
     dated December 31, 2000.

PLEASE  COMPLETE,  SIGN AND RETURN THE ENCLOSED  PROXY  PROMPTLY.  NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.

<PAGE>

                                    EXHIBIT A

                            TOTAL OUTSTANDING SHARES
                        OF EACH FUND, BY CLASS AND TOTAL,
                             AS OF DECEMBER __, 2000

--------------------------------------------------------------------------------
NAME OF QUAKER FUND         NO-LOAD    CLASS A    CLASS B     CLASS C    TOTAL
--------------------------------------------------------------------------------
Large-Cap Value Fund
--------------------------------------------------------------------------------
Mid-Cap Value Fund
--------------------------------------------------------------------------------

                              HOLDERS OF MORE THAN
                            5% OF EACH FUND'S SHARES
                             AS OF DECEMBER __, 2000

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                                                                % OWNERSHIP OF
                             NAME OF FUND IN     SHARE CLASS    NUMBER OF       TOTAL FUND
NAME OF SHAREHOLDER          WHICH SHARES HELD   OWNED          SHARES OWNED    SHARES
----------------------------------------------------------------------------------------------
<S>                          <C>                    <C>            <C>              <C>
National Investor            Quaker Large-Cap
Services, FBO Client Accts   Value Fund             No-Load        473,870          79.63%
----------------------------------------------------------------------------------------------
National Investor            Quaker Mid-Cap
Services, FBO Client Accts   Value Fund             No-Load        685,564          84.13%
----------------------------------------------------------------------------------------------
                             Quaker Mid-Cap
Trust Company of Illinois    Value Fund             No-Load         51,313           6.29%
----------------------------------------------------------------------------------------------

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

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

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

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

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

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

----------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT 1

                    FORM OF SUB-INVESTMENT ADVISORY AGREEMENT
                        WITH WINDROSE CAPITAL MANAGEMENT

                             QUAKER INVESTMENT TRUST
                        SUB-INVESTMENT ADVISORY AGREEMENT

     This  AGREEMENT  is made as of the ______ day of  _________,  2000,  by and
between Quaker  Investment  Trust (the "Trust"),  Quaker  Management  Corp. (the
"Adviser") and Windrose Capital  Management  Company,  a California  corporation
(the "Sub-Adviser").

                                    RECITALS

     WHEREAS,   the  Trust  is  organized   under  the  laws  of  the  state  of
Massachusetts as an unincorporated business trust operating and registered as an
open-end  management  investment company of the series type under the Investment
Company Act of 1940, as amended (the "1940 Act"); and

     WHEREAS, the Trust is authorized by its Amended and Restated Declaration of
Trust and by-laws to issue separate Portfolios of shares representing  interests
in separate investment portfolios (the "Portfolios"), and

     WHEREAS,  The Trust has  authorized  the  issuance of shares of  beneficial
interest in, among others,  a Portfolio known as the Quaker Large-Cap Value Fund
(the "Fund"), and;

     WHEREAS,   Adviser  is  registered  as  an  investment  adviser  under  the
Investment  Advisers Act of 1940, as amended (the "Advisers Act") and engages in
the business of asset management; and

     WHEREAS,  the Trust has  retained  Adviser to furnish  investment  advisory
services  to the Fund  pursuant  to a written  agreement  dated May 31, 2000 and
ratified by the shareholders of the Fund on June 23, 2000; and

     WHEREAS,  Adviser,  with  the  consent  of the  Trust,  desires  to  retain
Sub-Adviser  to furnish  day-to-day  investment  advisory  services  to the Fund
pursuant to the terms and  conditions  of this  Agreement,  and  Sub-Adviser  is
willing to so furnish such services

     NOW  THEREFORE,  in  consideration  of the foregoing and the agreements and
covenants herein contained,  the parties hereto,  intending to be legally bound,
agree as follows:

1.   Appointment
     -----------

     Adviser,  with the consent of the Trust and subject to the  approval of the
shareholders of the Fund, hereby appoints the Sub-Adviser to provide  day-to-day
investment  advisory  services  to the Fund for the periods and on the terms set
forth in this  Agreement.  Sub-Adviser  accepts  the  appointment  and agrees to
furnish the services herein set forth for the compensation herein provided.

2.   Delivery of Documents
     ---------------------

     The  Trust  has   furnished   Sub-Adviser   with   properly   certified  or
authenticated copies of each of the following:

a.   Resolutions of the Trust's Board of Trustees authorizing the appointment of
     Sub-Adviser and approving this Agreement;

<PAGE>

b.   The Trust's most current  Registration  Statement on form N-1A  promulgated
     under the 1940 Act and under the  Securities  Act of 1933,  as amended (the
     "1933 Act");

c.   The Trust's  current  Prospectus  and Statement of  Additional  Information
     (together called the "Prospectus")

     The  Trust  will  furnish  Sub-Adviser  from  time  to time  with  properly
certified or  authenticated  copies of all  amendments of or  supplements to the
foregoing at the same time as such  documents  are required to be filed with the
SEC and/or state authorities.

3.   Management
     ----------

     Subject to the  supervision  of the Trust's  Board of Trustees and Adviser,
Sub-Adviser will provide a continuous investment program for the Fund, including
investment research and management with respect to all securities,  investments,
cash and cash  equivalents in the Fund.  Sub-Adviser will determine from time to
time what securities and other  investments will be purchased,  retained or sold
by the Fund.  Sub-Adviser  will  provide the  services  under this  Agreement in
accordance with the Fund's investment  objectives,  policies and restrictions as
such are set  forth in the  prospectus  from time to time.  Sub-Adviser  further
agrees that it:

     (a)  Will conform its activities to all applicable rules and Regulations of
          the SEC and will,  in  addition,  conduct  its  activities  under this
          agreement in accordance  with the regulations of any other Federal and
          State agencies which may now or in the future have  jurisdiction  over
          its activities under this Agreement;

     (b)  Will place orders  pursuant to its investment  determinations  for the
          Fund either directly with the respective issuers or with any broker or
          dealer.  In placing orders with brokers or dealers,  Sub-Adviser  will
          attempt to obtain the best net price and the most favorable  execution
          of its  orders.  Consistent  with this  obligation,  when  Sub-Adviser
          believes  two or more brokers or dealers are  comparable  in price and
          execution, Sub-Adviser may prefer: (I) brokers and dealers who provide
          the Fund with research advice and other services,  or who recommend or
          sell  Trust  shares,  and (II)  brokers  who are  affiliated  with the
          Fund(s),  Adviser, and/or Sub-Adviser;  provided,  however, that in no
          instance  will  portfolio  securities  be  purchased  from  or sold to
          Sub-Adviser in principal transactions; and


     (c)  Will  provide,  at its own cost,  all  office  space,  facilities  and
          equipment  necessary  for the conduct of its  advisory  activities  on
          behalf of the Fund.

4.   Services not Exclusive
     ----------------------

     The advisory  services to be furnished by Sub-Adviser  hereunder are not to
be  considered  exclusive,  and  Sub-Adviser  shall be free to  furnish  similar
services to others so long as its services under this Agreement are not impaired
thereby; provided,  however, that without the written consent of the Trustees of
the  Trust,  Sub-Adviser  will not serve as an  investment  advisor to any other
investment company having a similar investment objective to that of the Fund.

5.   Books and Records
     -----------------

     In compliance with Rule 31a-3 promulgated  under the 1940 Act,  Sub-Adviser
hereby  agrees that all records  which it maintains  for the benefit of the Fund
are the  property of the Fund and further  agrees to  surrender  promptly to the
Fund any of such records upon any Fund's request.  Sub-Adviser further agrees to
preserve for the periods  prescribed  by Rule 31a-2  promulgated  under the 1940
Act, the records required to

<PAGE>

be maintained by it pursuant to Rule 31a-1  promulgated  under the 1940 Act that
are not maintained by others on behalf of the Fund.

6.   Expenses
     --------

     During  the  term of this  Agreement,  Sub-Adviser  will  pay all  expenses
incurred by it in connection with its investment  advisory services furnished to
the Fund other than the costs of  securities  and other  investments  (including
brokerage  commissions and other transaction  charges) purchased or sold for the
Fund.

7.   Compensation
     ------------

     Adviser  will pay to  Sub-Adviser,  and  Sub-Adviser  will  accept  as full
compensation for its services rendered  hereunder,  an investment  advisory fee,
computed at the end of each month and  payable  within  five (5)  business  days
thereafter, equal to the annual rate of 0.75% of the average daily net assets of
the Fund.  All parties to this  Agreement do hereby  authorize  and instruct the
Fund's Administrator,  Declaration Service Company, or its successor, to provide
a  calculation  each month of the gross amount due the  Advisor,  to deduct such
amounts from the investment advisory fee payable to Adviser under its investment
advisory  agreement  with the Fund,  and to remit such fee payments  directly to
Sub-Adviser.

8.   Limitation of Liability
     -----------------------

     Sub-Adviser  shall not be liable for any error of judgment,  mistake of law
or for any other loss suffered by either Fund in connection with the performance
of this Agreement,  except a loss resulting from a breach of fiduciary duty with
respect to the receipt of  compensation  for services or a loss  resulting  from
willful  malfeasance,  bad  faith  or  gross  negligence  on  its  part  in  the
performance of its duties or from reckless disregard by it of its obligations or
duties under this Agreement.

9.   Duration and Termination
     ------------------------

     This  Agreement  shall become  effective as of the date first written above
and, unless sooner  terminated as provided herein,  shall continue in effect for
two years. Thereafter,  this Agreement shall be renewable for successive periods
of one year each, provided such continuance is specifically approved annually:

     (a)  By the vote of a majority  of those  members of the Board of  Trustees
          who are not parties to the Agreement or interested persons of any such
          party (as that term is defined  in the 1940 Act),  cast in person at a
          meeting called for the purpose of voting on such approval; and
     (b)  By vote of either the Board of Trustees or a majority (as that term is
          defined in the 1940 Act) of the outstanding  voting  securities of the
          Fund.

     Notwithstanding  the  foregoing,  this  Agreement  may be terminated by the
Trust or by Adviser or by  Sub-Adviser  at any time upon sixty (60) days written
notice,  without payment of any penalty.  Any such termination by the Trust must
be  authorized  by vote of the Board of Trustees or by vote of a majority of the
outstanding  voting  securities of the Fund.  This Agreement will  automatically
terminate  in the event of its  assignment  (as that term is defined in the 1940
Act).

10.  Amendment of this Agreement
     ---------------------------

     No provision  of this  Agreement  may be changed,  waived,  discharged,  or
terminated  orally, but only by a written instrument signed by the party against
which enforcement of the change, waiver,  discharge or termination is sought. No
material  amendment of this Agreement  shall be effective until approved by vote
of the  holders  of a  majority  of the  applicable  Fund's  outstanding  voting
securities (as defined in the 1940 Act).

<PAGE>

11.  Miscellaneous
     -------------

     The captions in this  Agreement are included for  convenience  of reference
only and in no way  define or limit any of the  provisions  hereof or  otherwise
affect their construction or effect. If any provision of this Agreement shall be
held or made  invalid  by a court  decision,  statute,  rule or  otherwise,  the
remainder of the Agreement shall not be affected  thereby.  This Agreement shall
be binding on, and shall  inure to the benefit of, the parties  hereto and their
respective successors.

12.  Counterparts
     ------------

     This Agreement may be executed in counterparts by the parties hereto,  each
of which  shall  constitute  an  original,  and all of  which,  together,  shall
constitute one Agreement.

13.  Governing Law
     -------------

     This Agreement shall be construed in accordance  with, and governed by, the
laws of the Commonwealth of Pennsylvania.

14.  Notices
     -------

     Except  as  otherwise  provided  in this  Agreement,  any  notice  or other
communication  required  by or  permitted  to be given in  connection  with this
Agreement  will be in writing and will be  delivered  in person or sent by first
class mail,  postage  prepaid or by prepaid  overnight  delivery  service to the
respective parties as follows:

If to the Trust:                        If to the Adviser:
----------------                        ------------------

Quaker Investment Trust                 Quaker Management Corp.
1288 Valley Forge Road, Suite 76        1288 Valley Forge Road, Suite 75
Valley Forge, PA  19482                 Valley Forge, PA  19482
Jeffrey H. King                         David Dameron
Chairman                                President

If to the Sub-Adviser:
---------------------

Westrose Capital Management Company
750 E. Green Street, Suite 315
Pasadena, CA  91101
Attn:  James R. Henderson
Its:  President

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their officers designated below as of the day and year first written
above.


Attest:                                     QUAKER INVESTMENT TRUST

By:                                         By:
   ------------------------------              ----------------------------
Title:                                      Jeffry H. King
                                            Title: Chairman

Attest:                                     QUAKER MANAGEMENT CORP.

By:                                         By:
   ------------------------------              ----------------------------
Title:                                      David Dameron
                                            Title: President


Attest:                                     WINDROSE CAPITAL
                                            MANAGEMENT COMPANY

By:                                         By:
   ------------------------------              ----------------------------
Title:                                      James R. Henderson
                                            Title: President

<PAGE>

                                    EXHIBIT 2

                    FORM OF SUB-INVESTMENT ADVISORY AGREEMENT
                        WITH SCHNEIDER CAPITAL MANAGEMENT

                             QUAKER INVESTMENT TRUST
                        SUB-INVESTMENT ADVISORY AGREEMENT

     This AGREEMENT is made as of the 7th day of February,  2001, by and between
Quaker  Investment Trust (the "Trust"),  Quaker Management Corp. (the "Adviser")
and Schneider  Capital  Management  Company,  a  Pennsylvania  corporation  (the
"Sub-Adviser").

                                    RECITALS

     WHEREAS,   the  Trust  is  organized   under  the  laws  of  the  state  of
Massachusetts as an unincorporated business trust operating and registered as an
open-end  management  investment company of the series type under the Investment
Company Act of 1940, as amended (the "1940 Act"); and

     WHEREAS, the Trust is authorized by its Amended and Restated Declaration of
Trust and by-laws to issue separate Portfolios of shares representing  interests
in separate investment portfolios (the "Portfolios"), and

     WHEREAS,  The Trust has  authorized  the  issuance of shares of  beneficial
interest in, among others,  a Portfolio  known as the Quaker  Mid-Cap Value Fund
(the "Fund"), and;

     WHEREAS,   Adviser  is  registered  as  an  investment  adviser  under  the
Investment  Advisers Act of 1940, as amended (the "Advisers Act") and engages in
the business of asset management; and

     WHEREAS,  the Trust has  retained  Adviser to furnish  investment  advisory
services  to the Fund  pursuant  to a written  agreement  dated May 31, 2000 and
ratified by the shareholders of the Fund on June 23, 2000; and

     WHEREAS,  Adviser,  with  the  consent  of the  Trust,  desires  to  retain
Sub-Adviser  to furnish  day-to-day  investment  advisory  services  to the Fund
pursuant to the terms and  conditions  of this  Agreement,  and  Sub-Adviser  is
willing to so furnish such services

     NOW  THEREFORE,  in  consideration  of the foregoing and the agreements and
covenants herein contained,  the parties hereto,  intending to be legally bound,
agree as follows:

1.   Appointment
     -----------

     Adviser,  with the consent of the Trust and subject to the  approval of the
shareholders of the Fund, hereby appoints the Sub-Adviser to provide  day-to-day
investment  advisory  services  to the Fund for the periods and on the terms set
forth in this  Agreement.  Sub-Adviser  accepts  the  appointment  and agrees to
furnish the services herein set forth for the compensation herein provided.

2.   Delivery of Documents
     ---------------------

     The  Trust  has   furnished   Sub-Adviser   with   properly   certified  or
authenticated copies of each of the following:

     d.   Resolutions  of  the  Trust's  Board  of  Trustees   authorizing   the
          appointment of Sub-Adviser and approving this Agreement;

     e.   The  Trust's  most  current   Registration   Statement  on  form  N-1A
          promulgated  under the 1940 Act and under the  Securities Act of 1933,
          as amended (the "1933 Act");

     f.   The Trust's current Prospectus and Statement of Additional Information
          (together called the "Prospectus")

     The  Trust  will  furnish  Sub-Adviser  from  time  to time  with  properly
certified or  authenticated  copies of all  amendments of or  supplements to the
foregoing at the same time as such  documents  are required to be filed with the
SEC and/or state authorities.

3.   Management
     ----------

     Subject to the  supervision  of the Trust's  Board of Trustees and Adviser,
Sub-Adviser will provide a continuous investment program for the Fund, including
investment research and management with respect to all securities,  investments,
cash and cash  equivalents in the Fund.  Sub-Adviser will determine from time to
time what securities and other  investments will be purchased,  retained or sold
by the Fund.  Sub-Adviser  will  provide the  services  under this  Agreement in
accordance with the Fund's investment  objectives,  policies and restrictions as
such are set  forth in the  prospectus  from time to time.  Sub-Adviser  further
agrees that it:

     (d)  Will conform its activities to all applicable rules and Regulations of
          the SEC and will,  in  addition,  conduct  its  activities  under this
          agreement in accordance  with the regulations of any other Federal and
          State agencies which may now or in the future have  jurisdiction  over
          its activities under this Agreement;

     (e)  Will place orders  pursuant to its investment  determinations  for the
          Fund either directly with the respective issuers or with any broker or
          dealer.  In placing orders with brokers or dealers,  Sub-Adviser  will
          attempt to obtain the best net price and the most favorable  execution
          of its  orders.  Consistent  with this  obligation,  when  Sub-Adviser
          believes  two or more brokers or dealers are  comparable  in price and
          execution, Sub-Adviser may prefer: (I) brokers and dealers who provide
          the Fund with research advice and other services,  or who recommend or
          sell  Trust  shares,  and (II)  brokers  who are  affiliated  with the
          Fund(s),  Adviser, and/or Sub-Adviser;  provided,  however, that in no
          instance  will  portfolio  securities  be  purchased  from  or sold to
          Sub-Adviser in principal transactions; and

     (f)  Will  provide,  at its own cost,  all  office  space,  facilities  and
          equipment  necessary  for the conduct of its  advisory  activities  on
          behalf of the Fund.

4.   Services not Exclusive
     ----------------------

     The advisory  services to be furnished by Sub-Adviser  hereunder are not to
be  considered  exclusive,  and  Sub-Adviser  shall be free to  furnish  similar
services to others so long as its services under this Agreement are not impaired
thereby; provided,  however, that without the written consent of the Trustees of
the  Trust,  Sub-Adviser  will not serve as an  investment  advisor to any other
investment company having a similar investment objective to that of the Fund.

5.   Books and Records
     -----------------

     In compliance with Rule 31a-3 promulgated  under the 1940 Act,  Sub-Adviser
hereby  agrees that all records  which it maintains  for the benefit of the Fund
are the  property of the Fund and further  agrees to  surrender  promptly to the
Fund any of such records upon any Fund's request.  Sub-Adviser further agrees to
preserve for the periods  prescribed  by Rule 31a-2  promulgated  under the 1940
Act, the records required to

<PAGE>

be maintained by it pursuant to Rule 31a-1  promulgated  under the 1940 Act that
are not maintained by others on behalf of the Fund.

6.   Expenses
     --------

     During  the  term of this  Agreement,  Sub-Adviser  will  pay all  expenses
incurred by it in connection with its investment  advisory services furnished to
the Fund other than the costs of  securities  and other  investments  (including
brokerage  commissions and other transaction  charges) purchased or sold for the
Fund.

7.   Compensation
     ------------

     Adviser  will pay to  Sub-Adviser,  and  Sub-Adviser  will  accept  as full
compensation for its services rendered  hereunder,  an investment  advisory fee,
computed at the end of each month and  payable  within  five (5)  business  days
thereafter, equal to the annual rate of 0.75% of the average daily net assets of
the Fund.  All parties to this  Agreement do hereby  authorize  and instruct the
Fund's Administrator,  Declaration Service Company, or its successor, to provide
a  calculation  each month of the gross amount due the  Advisor,  to deduct such
amounts from the investment advisory fee payable to Adviser under its investment
advisory  agreement  with the Fund,  and to remit such fee payments  directly to
Sub-Adviser.

8.   Limitation of Liability
     -----------------------

     Sub-Adviser  shall not be liable for any error of judgment,  mistake of law
or for any other loss suffered by either Fund in connection with the performance
of this Agreement,  except a loss resulting from a breach of fiduciary duty with
respect to the receipt of  compensation  for services or a loss  resulting  from
willful  malfeasance,  bad  faith  or  gross  negligence  on  its  part  in  the
performance of its duties or from reckless disregard by it of its obligations or
duties under this Agreement.

9.   Duration and Termination
     ------------------------

     This  Agreement  shall become  effective as of the date first written above
and, unless sooner  terminated as provided herein,  shall continue in effect for
two years. Thereafter,  this Agreement shall be renewable for successive periods
of one year each, provided such continuance is specifically approved annually:

     (c)  By the vote of a majority  of those  members of the Board of  Trustees
          who are not parties to the Agreement or interested persons of any such
          party (as that term is defined  in the 1940 Act),  cast in person at a
          meeting called for the purpose of voting on such approval; and

     (d)  By vote of either the Board of Trustees or a majority (as that term is
          defined in the 1940 Act) of the outstanding  voting  securities of the
          Fund.

     Notwithstanding  the  foregoing,  this  Agreement  may be terminated by the
Trust or by Adviser or by  Sub-Adviser  at any time upon sixty (60) days written
notice,  without payment of any penalty.  Any such termination by the Trust must
be  authorized  by vote of the Board of Trustees or by vote of a majority of the
outstanding  voting  securities of the Fund.  This Agreement will  automatically
terminate  in the event of its  assignment  (as that term is defined in the 1940
Act).

10.  Amendment of this Agreement
     ---------------------------

     No provision  of this  Agreement  may be changed,  waived,  discharged,  or
terminated  orally, but only by a written instrument signed by the party against
which enforcement of the change, waiver,  discharge or termination is sought. No
material  amendment of this Agreement  shall be effective until approved by vote
of the  holders  of a  majority  of the  applicable  Fund's  outstanding  voting
securities (as defined in the 1940 Act).

<PAGE>

11.  Miscellaneous
     -------------

     The captions in this  Agreement are included for  convenience  of reference
only and in no way  define or limit any of the  provisions  hereof or  otherwise
affect their construction or effect. If any provision of this Agreement shall be
held or made  invalid  by a court  decision,  statute,  rule or  otherwise,  the
remainder of the Agreement shall not be affected  thereby.  This Agreement shall
be binding on, and shall  inure to the benefit of, the parties  hereto and their
respective successors.

12.  Counterparts
     ------------

     This Agreement may be executed in counterparts by the parties hereto,  each
of which  shall  constitute  an  original,  and all of  which,  together,  shall
constitute one Agreement.

13.  Governing Law
     -------------

     This Agreement shall be construed in accordance  with, and governed by, the
laws of the Commonwealth of Pennsylvania.

14.  Notices
     -------

     Except  as  otherwise  provided  in this  Agreement,  any  notice  or other
communication  required  by or  permitted  to be given in  connection  with this
Agreement  will be in writing and will be  delivered  in person or sent by first
class mail,  postage  prepaid or by prepaid  overnight  delivery  service to the
respective parties as follows:

If to the Trust:                         If to the Adviser:
----------------                         ------------------

Quaker Investment Trust                  Quaker Management Corp.
1288 Valley Forge Road, Suite 76         1288 Valley Forge Road, Suite 75
Valley Forge, PA  19482                  Valley Forge, PA  19482
Jeffrey H. King                          David Dameron
Chairman                                 President

If to the Sub-Adviser:
---------------------

Schneider Capital Management Company
460 East Swedesford Road, Suite 1080
Wayne, PA  19087
Attn:  Mr. Arnold C. Schneider
Its:  President

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their officers designated below as of the day and year first written
above.

Attest:                                     QUAKER INVESTMENT TRUST

By:                                         By:
   ------------------------------              ----------------------------
Title:                                      Jeffry H. King
                                            Title: Chairman


Attest:                                     QUAKER MANAGEMENT CORP.

By:                                         By:
   ------------------------------              ----------------------------
Title:                                      David Dameron
                                            Title: President


Attest:                                     SCHNEIDER CAPITAL
                                            MANAGEMENT COMPANY

By:                                         By:
   ------------------------------              ----------------------------
Title:                                      Arnold C. Schneider
                                            Title: President

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                                     BALLOT
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                           THE QUAKER INVESTMENT TRUST

PROPOSAL # 1.  FOR THE  SHAREHOLDERS  OF THE QUAKER  LARGE-CAP  VALUE FUND ONLY.
               APPROVE A NEW  SUB-INVESTMENT  ADVISORY  AGREEMENT  WITH WINDROSE
               CAPITAL MANAGEMENT.

               For           Against        Abstain
               / /           / /            / /

PROPOSAL # 2.  FOR THE  SHAREHOLDERS  OF THE  QUAKER  MID-CAP  VALUE  FUND ONLY.
               APPROVE A NEW  SUB-INVESTMENT  ADVISORY  AGREEMENT WITH SCHNEIDER
               CAPITAL MANAGEMENT.

               For           Against        Abstain
               / /           / /            / /

Signature(s)  (All registered owners of accounts shown to the left must sign. If
signing for a  corporation,  estate or trust,  please  indicate your capacity or
title.)

X
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Signature                                                      Date

X
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Signature                                                      Date

PLEASE VOTE TODAY!

Please vote all issues shown on your ballot.

Please  vote on each  issue  using  blue or black ink to mark an X in one of the
three  boxes  provided on each  ballot.  On all Items,  mark -- For,  Against or
Abstain. Then sign, date and return your ballot in the accompanying postage-paid
envelope.  All registered  owners of an account,  as shown in the address on the
ballot,  must sign the ballot.  If you are signing for a  corporation,  trust or
estate, please indicate your title or position.

                   THANK YOU FOR MAILING YOUR BALLOT PROMPTLY!

Your vote is needed!  Please vote on the  reverse  side of this form and sign in
the space provided. Return your completed proxy in the enclosed envelope today.

You may receive additional proxies for your other accounts with the Trust. These
are not duplicates; you should sign and return each proxy card in order for your
votes to be  counted.  Please  return  them as soon as possible to help save the
cost of additional mailings.

The signers of this proxy hereby appoint Linda Coyne and David Ganley,  and each
of them, attorneys and proxies,  with power of substitution in each, to vote all
shares  for the  signers  at the  special  meeting  of  shareholders  to be held
February 7, 2001, and at any adjournments  thereof,  as specified herein, and in
accordance  with their best  judgment,  on any other  business that may properly
come before this  meeting.  Your  shares will be voted in  accordance  with your
designations on this proxy. If no specification is made herein,  all shares will
be voted "FOR" the proposals set forth on this proxy.  THE PROXY IS SOLICITED BY
THE BOARD OF TRUST WHICH RECOMMENDS A VOTE "FOR" ALL MATTERS.



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