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
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(Name of Registrant as Specified in Its Charter)
QUAKER INVESTMENT TRUST
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(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
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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
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SMALL-CAP GROWTH X X X X
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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
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PROXY STATEMENT
DATED JANUARY 29, 2001
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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.
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PROPOSAL WHICH SHAREHOLDERS MAY VOTE
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1. Approving a new Sub-Investment Advisory All shareholders of the Quaker
Agreement with Windrose Capital Management Large-Cap Value Fund only.
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2. Approving a new Sub-Investment Advisory All shareholders of the Quaker
Agreement with Schneider Capital Mid-Cap Value Fund only
Management:
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<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
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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.
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<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.
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TRUSTEE NAME OF FUND NUMBER OF SHARES OWNED % OF FUND
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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
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NAME OF QUAKER FUND NO-LOAD CLASS A CLASS B CLASS C TOTAL
--------------------------------------------------------------------------------
Large-Cap Value Fund
--------------------------------------------------------------------------------
Mid-Cap Value Fund
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HOLDERS OF MORE THAN
5% OF EACH FUND'S SHARES
AS OF DECEMBER __, 2000
<TABLE>
<CAPTION>
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% 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%
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</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
<PAGE>
--------------------------------------------------------------------------------
BALLOT
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
Signature Date
X
--------------------------------------------------------------------------------
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.