309 Technology Drive

Malvern, PennsylvaniaPA 19355

Why am I being asked, subject to vote on the liquidation and dissolution at this time?

TheReasons for the Liquidation.Based on the Manager’s presentation and recommendation, the Board has determined that it is advisable and in the best interests of the Fund and its shareholdersShareholders to liquidate and dissolve the Fund. TheOn September 19, 2011, the Board, including all of the Trustees who are not “interested persons” (as that term is defined in the Investment Company Act of 1940 as amended,)Act) of the Fund, by unanimous written consent, approved the liquidation of the FundLiquidation, and adopted the resolutions approving the Plan as the method of liquidating and dissolving the Fund.Fund and directed that it be submitted to the Shareholders for consideration. Several factors, including those described below, influenced the Board’s determination that the Fund be closed and liquidated.

The Board also unanimously approved a Plan of Liquidation and Dissolution (the “Plan”) for the Fund, a copy of which is attached as Exhibit A to this Proxy Statement.  The Plan will govern the Liquidation.     Under the Plan, the Fund’s assets will be liquidated at market prices and on such terms and conditions as the Board determines to be reasonable and in the best interests of the Fund and its shareholdersShareholders in light of the circumstances in which they are sold. After satisfactory resolution of any claims pending against the Fund and the payment of, or provision for, all of the Fund’s expenses, the Fund’s remaining assets will be distributed to the Fund’s shareholdersShareholders on a pro rata basis in liquidation of the Fund.liquidation. As of the date of this Proxy Statement, there are no claims pending against the Fund. It is expected that the liquidationliquidating distribution to the Fund’s shareholdersShareholders will be made in cash on the Liquidation Date (as defined below). Under the Plan, the Fund will bear all of the expenses incurred by the Fund in connection with the Liquidation with the exception of legal costs.  The estimated cost of the Liquidation to the Fund is $12,000.00.

Based upon the Adviser’s presentation and recommendation, the Board unanimously agreed at this November 13, 2008 meeting that Liquidation was in the best interests of the Fund and its shareholders and that aside from legal costs, the Fund would bear the costs associated with the Liquidation.preparation and mailing of this Proxy Statement, including the proxy solicitation costs, and any costs associated with the Liquidation of the Fund under the Plan. If Shareholders do not approve the Liquidation pursuant to the Plan, the Fund will continue to operate while the Board considers whether another course of action would benefit the Fund and its Shareholders.

Options.Shareholders are free to redeem their shares without a redemption fee prior to the Effective Date (as defined below) of the Plan.

Additionally, shareholdersShareholders have several options for the disposition of their Fund shares. ThePicking the right option will depend on the individual Shareholder’s particular circumstances of each individual shareholder will help dictate which option to choose.circumstances. You are advised to consult your investment adviser or tax adviser about which option may best minimize the impact of the Fund liquidating your Fund shares.

Below is a list of three possible options. Each of these options will be treated as sales for tax purposes:

Option #1 -— You may redeem your shares immediately and without a redemption fee prior to the Effective Date (as defined below). You do not need to wait until the Fund liquidates in order to redeem your shares. Information on how to redeem your shares of the Fund is contained in the Fund’s prospectus.  A copyprospectuses. Copies of the Fund’s prospectus isstatutory and summary prospectuses are available, without charge, by contacting the Fund c/o U.S. Bancorp Fund Services, LLC., PO Box 701, Milwaukee, WisconsinWI 53201-0701 or by calling the Trust toll free at 1-800-220-8888. Please see below for important information regarding shares of the Fund held in an Individual Retirement Account (“IRA”) and other qualified retirement plans.

Option #2 –— You may exchange your shares for shares in another Quaker Fund. An exchange involves the sale of your existing shares of the Fund and the purchase of shares in another Quaker Fund, and is considered a taxable event. Information on how to exchange your Fund shares is contained in the Fund’s statutory prospectus. A copy of the Fund’s statutory prospectus is available, without charge, by contacting the Fund c/o U.S. Bancorp Fund Services, LLC., PO Box 701, Milwaukee, WisconsinWI 53201-0701 or by calling the Fund toll free at 1-800-220-8888. Please see below for important information regarding shares of the Fund held in an IRA and other qualified retirement plans.

Option #3 -— You may choose to do nothing at this time. If you choose to do nothing, then as soon as reasonably practicable after the Effective Date (as defined below), you will be mailed a redemption check, which will include your share of the final income dividend, if any, payable to the name(s) on the account, representing the value of your Fund shares as of the Liquidation Date (as defined below). The redemption check will be mailed to the address listed on the account at the time the check is mailed. Please see below for important information regarding shares of the Fund held in an IRA and other qualified plans.

If your Fund shares are held in an IRA or other qualified retirement plan, you must reinvest this amount through your current retirement plan or another qualified retirement plan to avoid possible penalties and adverse tax consequences.

In addition, if your Fund shares are held in an IRA account or other qualified retirement plan and the redemption check would be made payable directly to you, the amount you receive may be reduced by any required federal or state income tax withholding.

Fund shares held on the Liquidation Date (as defined below) in an IRA account or other qualified retirement plan will be exchanged for shares of the First American Prime Obligations Fund, which is a money market exchange option available to Quaker Fund shareholders, to avoid penalties that may be imposed on holders of these accounts under the U.S. Internal Revenue Code of 1986 if Fund shares would

Please contact your financial adviser or the Trust at 1-800-220-8888 for more information.

The Board has approved the Plan, which has beenis summarized below. The following summary does not purport to be complete and is subject in all respects to the provisions of, and is qualified in its entirety by reference to, the Plan, a copy of which is attached hereto as Exhibit A. Shareholders are urged to read the Plan in its entirety.

Company.The effective date of the Plan (the “Effective Date”) shall be the date on which the Plan is approved by the affirmative vote of a majority of the Fund’s outstanding shares of record represented in person or by proxy at the Meeting, at which a quorum is present. On the Effective Date, the Fund shall cease its regular business as a series of the Trust and shall not engage in any business activities except for the purposes of winding up the Fund’s business and affairs, preserving the value of its assets, and distributing its assets to shareholdersShareholders in the Fund in accordance with the provisions of the Plan after discharging or making reasonable provision for the Fund’s liabilities; provided, however, that the Fund may continue to carry on certain activities until the final liquidationliquidating distribution to its shareholdersShareholders is made. The Fund shall attempt to collect any amounts that may be due it, except that, upon adoption hereof, the Fund shall cease filing proofs of claim in connection with any class action lawsuits, regulatory or governmental recovery funds, bankruptcy proceedings or other legal proceedings relating to the Fund’s current or past portfolio holdings. Further, the Board of the Trust and the appropriate officers of the Fund may elect not to pursue collection of any speculative or contingent assets as they deem necessary or appropriate.

Dissolution.As soon as reasonable and practicable after the Effective Date, but no later than June 30, 2009,December 31, 2011, the Fund shall determine and pay, or make reasonable provision to pay, in full all claims and obligations, including, without limitation, all contingent, conditional or unmatured claims and obligations known to the Fund, and all claims and obligations that are known to the Fund but for which the identity of the claimant is unknown. The AdviserFund will bear all of the legal expenses incurred by the Fund in carrying out the Plan.Plans including, all printing, legal, accounting, custodian, and transfer agency fees, and the expenses of any reports to or meeting of Shareholders.

Liquidating Distribution.It is expected that the liquidationliquidating distribution to the Fund’s shareholders will be made in cash as soon as practicable after the Effective Date (the “Liquidation Date”). On the Liquidation Date, or as soon as reasonable and practical thereafter, the Trust shall distribute pro rata to the Fund’s shareholders of record as of the close of business on the liquidationLiquidation date all of the Fund’s then existing assets in complete and full cancellation and redemption of all the outstanding shares of the Fund, except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary to: (a) discharge any unpaid liabilities and obligations of the Fund on the Fund’s books on the Liquidation Date, including, but not limited to, income dividends and capital gains distributions, if any, payable through the Liquidation Date, and (b) pay such contingent liabilities as the Board of Trustees shall reasonably deem to exist against the assets of the Fund on the Fund’s books. If the Board is unable to make distributions to all of the Fund’s shareholdersShareholders because of an inability to locate shareholders to whom distributions are payable, the Board may create, in the name and on behalf of the Fund, a trust with a financial institution and, subject to applicable abandoned property laws, deposit any of the Fund’s remaining assets in such trust for the benefit of the shareholdersShareholders that cannot be located. The expenses of such trust shall be charged against the assets therein.

Fund.The Board will have the authority to authorize such non-material variations from or non-material amendments toof the provisions of the Plan (other than the terms of the liquidationliquidating distribution) at any time without shareholderShareholder approval, if the Board determines that such action would be advisable and in the best interests of the Fund and its shareholders,Shareholders, as may be necessary or appropriate to effect the gathering together of Fund assets, the liquidation of the Fund’s portfolio securities, the distribution of the Fund’s net assets to shareholders,Shareholders, and the dissolution of the Fund in accordance with the Trust’s Amended and Restated Declaration of Trust, the laws of the Commonwealth of Massachusetts, and the purposes to be accomplished by the Plan. If any variation or amendment appears necessary and in the judgment of the Board will materially and adversely affect the interests of the Fund’s shareholders,Shareholders, such variation or amendment will be submitted to the Fund’s shareholdersShareholders for approval. In addition, the Board may abandon the Plan, without shareholderShareholder approval, if it determines that abandonment would be advisable and in the best interests of the Fund and its shareholders.

Consequences.The following is a general discussionsummary of certainthe material U.S. federal income tax considerations to U.S. shareholders resulting fromof the Liquidation.  This discussionLiquidation and is based onupon the current provisions of the Code, the existing U.S. federal income tax laws, which are subject to change, possibly with retroactive effect.  The Fund has not sought a ruling fromTreasury Regulations thereunder, current administrative rulings of the Internal Revenue Service (“IRS”) and published judicial decisions, all of which are subject to change. These considerations are general in nature and individual shareholders should consult their own tax advisers as to the federal, state, local and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-deferred account.

This discussion is for general information only and does not address all of the U.S. federal income tax considerations that may be relevant to specific U.S. shareholders in light of their particular circumstances or to U.S. shareholders subject to special treatment under U.S. federal income tax law (such as financial institutions, insurance companies, tax-exempt entities, broker-dealers, pension plans or persons that have a “functional currency” other than the U.S. dollar).  This discussion does not address any U.S. Neither state ornor local tax considerations or alternative minimum tax considerations.  Implementingconsequences thereof are discussed herein, and implementing the Plan may impose unanticipated tax consequences on shareholders and affect certain shareholders differently, depending on their particular tax situations independentsituations. Shareholders should consult their own tax advisers regarding the application of the Plan.

As used in this discussion, the term “U.S. shareholder” means a beneficial owner of shares of the Fund that is, for U.S. federal income tax purposes, (a) an individual who is a citizen or residentlaw to their particular situation and the state, local, foreign and other tax consequences of the U.S., (b) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or of any state or political subdivision thereof or therein, (c) an estate, the income of which is subject to U.S. federal income tax regardless of the source thereof, or (d) a trust with respect to which a court within the U.S. is able to exercise primary supervision over its administration and one or more U.S. fiduciaries has the authority to control all of its substantial decisions, or certain trusts electing to be treated as U.S. persons.Fund’s liquidation.

If its shareholdersShareholders approve the Plan, the Fund will sell its assets and distribute the proceeds and any income to shareholders.Shareholders. Whether the Fund will have a net realized capital gain (or loss) on the Liquidation Date will depend on market conditions and redemption activity during the solicitation and liquidation period. The sale of assets may result in the realization of capital gains to the Fund that, to the extent not offset by capital losses or otherwise eligible to be treated as part of the liquidating distribution to Shareholders as described below, would be distributed to Shareholders on or prior to the Liquidation Date, and those distributions (if any) would be taxable to Shareholders who hold shares in taxable accounts. The Fund has total capital losses, including capital loss carryforwards, undistributed realized capital gains and losses and unrealized appreciation (depreciation) in value of portfolio investments, as follows:

The Fund anticipates that it will retain its qualification for treatment as a regulated investment company during the liquidation period and will make all required distributions so that it will not be taxed on the Fund’s net gain, if any, realized from the sale of its assets. The Fund may, if eligible, treat all or a portion of the amounts to be distributed as having been paid out as part of the liquidating distribution made to the Fund’s shareholders in complete liquidation of the Fund.

If necessary, the Fund shall, by the Liquidation Date, have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Fund’s shareholdersShareholders (i) all of the Fund’s investment company taxable income for the taxable years ending at oryear ended prior to the Liquidation Date (computedand substantially all of such investment company taxable income for the final taxable year ending with it complete liquidation (in each case determined without regard to any deductiondeductions for dividends paid), and; (ii) all of the Fund’s net capital gains, if any, realizedgain recognized in theits taxable years ending at oryear ended prior to the Liquidation Date (afterand substantially all of any such net capital gain recognized in such final taxable year (in each case after reduction for any capital loss carry-forward) and any additional amounts necessary to avoid any excise tax for such periods.carryover). Alternatively, the Fund may, if eligible, treat all or a portion of such amounts required to be distributed as an income dividend or capital gain distribution on account of the Fund’s final taxable year as having been paid out as a part of the liquidationliquidating distributions made to the Fund’s shareholdersShareholders in complete liquidation of the Fund. As described in the next paragraph, any such liquidation distributions (inliquidating distribution (received in lieu of an income dividend or capital gain distribution)distribution on account of the current taxable year) would be treated by Fund shareholdersShareholders as received in a sale or exchange of their Fund shares. Within sixty days after the close of the Fund’s final taxable year, theThe Fund will notify shareholderssend Shareholders a written statement notifying them as to the portion, if any, of the amounts distributed in the Liquidationliquidating distribution that constitutes a capital gain distribution and the portion, if any, that constitutes an income dividend if any, for federal income tax purposes.

A U.S. shareholder whoThe liquidating distribution(s) a Shareholder receives (other than a liquidating distribution willShareholder that is an “80% distribute” as defined below) should be treated as having received the liquidating distributionpayment in exchange for itsthe Fund shares ofheld by the Fund.  Liquidation distributions will first beShareholder. As a tax-free recovery and reduction of adjusted basis of a U.S. shareholder’s shares to the extent thereof and then will be treated as a gain.  If a U.S. shareholder’s shares do not recover all of its adjusted basis, such U.S. shareholder’s shares willresult, each Shareholder would recognize a loss.  If a U.S. shareholder holds shares as capital assets, the gain or loss willin an amount equal to the difference between the Shareholder’s adjusted tax basis in his or her shares and the liquidating distribution(s) he or she receives. If any such gain or loss were recognized, it generally would be characterized as a capital gain or loss.  Ifloss, which would be long-term capital gain or loss if the shares have beenare held as capital assets for more than one year, any such gain willyear.

U.S. shareholders should also be aware that liquidating distributionsThe Fund may be subjectrequired to awithhold 28% backup withholding tax unless the U.S. shareholder is an entity exempt from withholding (including corporations, tax-exempt corporationsof any liquidating distribution or dividend otherwise payable to any Shareholder who fails to provide his or her proper taxpayer identification number and certain qualified nominees), or provides its taxpayer information numberrequired certifications (“TIN”) and certifies on a properly completed IRS Form W-9 or other substitute form that no loss of exemption from backup withholding has occurred.withholding”). Backup withholding tax is not an additional tax, and any amounts so withheld may be credited against a taxpayer’sShareholder’s federal income tax liability.liability or refunded.

The receipt of a liquidationliquidating distribution by an IRA that holds shares will not be taxable to the IRA owner for federal income tax purposes. If, under the terms of an IRA, the liquidationliquidating distribution must be distributed to the IRA owner, however, the distribution would be taxable for federal income tax purposes and, if the owner has not attained age 59,59-1/2, generally also would be subject to an additional 10% early withdrawal tax. Nonetheless, in such a circumstance, a taxable event may be avoided: (a)(i) by exchanging that portion of an IRA account balance before this balance is distributed directly to another series of the Trust; (b)(ii) by transferring that portion of an IRA account balance before this balance is distributed directly to another IRA custodian or trustee; or (c)(iii) by rolling over the distribution within sixty days of the date of the distribution to another IRA. AnGenerally, an IRA may be rolled over only once in any one-year period; therefore, a rollover willmay not be an available alternative if an IRA owner rolled over an earlier distribution from an IRA at any time within the one-year period preceding the date of the distribution. There are many rules governing IRAs and the transfer and rollover of IRA assets. In addition, tax results may vary depending on the status of an IRA owner. Owners of an IRA that will receive liquidationliquidating distributions, therefore, should consult with their own tax advisers concerning the consequences of the liquidationliquidating distribution in advance of the liquidationliquidating distribution.

An individual, corporation, estate or trust that is not a U.S. shareholder (a “non-U.S. shareholder”) generally will not be subject to U.S. federal income tax on any gain realized in connection with the liquidation of the Fund, provided that the gain is not effectively connected with the non-U.S. shareholder’s conduct of a U.S. trade or business. However, any income dividends paid to non-U.S. shareholders in connection with the Liquidation may be subject to U.S. withholding tax. Special tax certification rules apply to non-U.S. shareholders to avoid backup withholding.

Board.The Board and, subject to the direction of the Board, the officers of the Fund, shall have the authority to do or to authorize any andor all acts and things as provided for in the Plan and as they may consider necessary or desirable to carry out the purposes of the Plan, including the execution and filing of certificates, tax returns, forms, other papers, and state and federal regulatory filings.

The Plan will not affect a shareholder’sShareholder’s right to redeem or exchange the Fund shares prior to the Liquidation. Therefore, a shareholderShareholder may redeem or exchange (up to the business day before the Plan is approved by shareholders), in accordance with the procedures for the Class A B and C shares set forth in the Fund’s statutory prospectus, without waiting for the Fund to take any action respecting its Liquidation.

TheA prospectus of any of the Quaker Funds may be obtained by calling the Trust at 1-800-220-8888 (toll-free). In the event that a large number of shareholdersShareholders redeem or exchange shares prior to the Fund’s Liquidation, the Fund’s liquidationliquidating distributions to remaining shareholders may be adversely affected as fixed costs of the Fund will be spread over a smaller asset base.

Only shareholdersShareholders of record of the Fund at the close of business on February 2, 2009September 23, 2011 (the “Record Date”), will be entitled to notice of and to vote at the Meeting on the matters described in this Proxy Statement, and will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold. If sufficient votes to approve the proposal on behalf of the Fund are not received by the date of the Meeting, the Meeting may be adjourned to permit further solicitations of proxies. A majority of the votes cast by Shareholders of the Fund present in person or by proxy at the Meeting (whether or not sufficient to constitute a quorum) may adjourn the Meeting. The Meeting may also be adjourned by the Chairperson, the President of the Trust, in the absence of the Chairperson, or any Vice President or other authorized officer of the Trust, in the absence of the Chairperson and the President. It is anticipated that the persons named as proxies on the enclosed Proxy Card will use the authority granted to them to vote on adjournment in their discretion.

The Trust expects that, before the Meeting, broker-dealer firms holding shares of the Fund in “street name” for their customers and beneficial owners will request voting instructions from their customers and beneficial owners. If these instructions are not received by the date specified in the broker-dealer firms’ or such depositories’ proxy solicitation materials, the Trust understands that the broker-dealers may vote on behalf of their customers and beneficial owners. SomeCertain broker-dealers may forexercise discretion over shares held in said broker-dealer’stheir name for which no instructions have beenare received vote suchby voting these shares in the same proportionsproportion as thosethey vote shares for which instructions were received.they receive instructions.

Only shareholdersShareholders of record on the Record Date will be entitled to vote at the Meeting. The total outstanding shares of the Fund entitled to vote as of the Record Date areis set forth below.

The holdersWith respect to actions to be taken by the Shareholders of the Fund on the matters described in this Proxy Statement, the presence in person or by proxy of a majority of the shares issued and outstanding andshares entitled to vote thereat, present in person or represented by proxy, shall be requisite andon the proposal at the Meeting shall constitute a quorum for purposes of voting upon the proposal at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute.Meeting. Abstentions and broker non-votes will be included for purposes of determining whether a quorum is present at the Meeting for a particular matter and will have the same effect as a vote “against” the proposal.  Broker non-votes are shares for which a broker holding such shares for a beneficial owner has not received instructions from the beneficial owner and may not exercise discretionary voting power with respect thereto, although such broker may have been able to vote such shares on other matters at the Meeting for which it has discretionary authority or instructions from the beneficial owner.

In all cases where a telephonic proxy is solicited, The Altman Group, Inc. representativethe Proxy Solicitor is required to ask for each shareholder’s full name and address, or the zip code or employer identification number, and to confirm that the shareholder has received the proxy materials in the mail. If the shareholderShareholder is a corporation or other entity, The Altman Group, Inc. representativethe Proxy Solicitor is required to ask for the person’s title and confirmation that the person is authorized to direct the voting of the shares. If the information solicited agrees with the information provided to The Altman Group, Inc.,the Proxy Solicitor then The Altman Group, Inc. representativethe Proxy Solicitor has the responsibility to explain the process, read the proposal listed on the Proxy Cardproxy card and ask for the shareholder’sShareholder’s instructions on the proposal. Although The Altman Group, Inc.the Proxy Solicitor representative is permitted to answer questions about the process, he or she is not permitted to recommend to the shareholderShareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. The Altman Group, Inc.Proxy Solicitor will record the shareholder’sShareholder’s instructions on the card. Within 72 hours, the shareholderShareholder will be sent a letter or mailgram to confirm his or her vote and asking the shareholderShareholder to call The Altman Group, Inc.the Proxy Solicitor immediately if his or her instructions are not correctly reflected in the confirmation.

Under the Plan, the FundLiquidation, except that Shareholders will be responsible for thepay their own expenses, if any, incurred in connection with the Plan except for the legal costs.  No contingent deferred sales charge will be applied to any Class B or Class C shares held until the final liquidating distribution.  Shareholders who redeem their Class B or Class C shares prior to such liquidating distribution will be charged a contingent deferred sales charge, if applicable, upon redemption of their shares.  The costs related to this solicitation include fees for attorneys, accountants, public relations or financial advisers, solicitors, advertising, printing, transportation, litigation, and other costs incidental to the solicitation.  The Adviser shall reimburse brokerage firms and others for their expenses in forwarding proxy material to the beneficial owners and soliciting them to execute proxies.Liquidation.

The Trust is not required to, and it does not intend to, hold regular shareholders’annual shareholder meetings. Accordingly, there currently is no specific date on which shareholder proposals intended to be presented at future meetings of the shareholders must be received by the Trust.  A shareholderShareholder wishing to submit a proposal for consideration for inclusion in a proxy statement for the next shareholders’shareholder meeting for the Fund, if applicable, should send his or her written proposal to the offices of the Trust, directed to the attention of its Secretary, at the address of its principal executive office printed on the first page of this Proxy Statement, so that it is received within a reasonable time before the Trust begins to print and mail its proxy materials for any such meeting will be considered for inclusion in the Trust’s proxy statement and form or forms of proxy card relating to such meeting.  Proposals received thereafter will be considered untimely and will not be considered for inclusion in these proxy materials. The inclusion and/or presentation of any such proposals areproposal is subject to the applicable requirements of the proxy rules under the Securities Exchange Act.Act of 1934. Submission of a proposal by a shareholderShareholder does not guarantee that the proposal will be included in the Trust’s proxy statement or presented at the meeting.

Pursuant to athe Distribution Agreement between Quasar and the Trust dated November 17, 2006, (the “Distribution Agreement”), Quasar receives the sales load on sales of Class A Class B and Class C Shares of the FundsFund and reallows a portion of the sales load to broker-dealers. Quasar also receives the distribution fees payable pursuant to the Funds’Fund’s Rule 12b-1 Distribution Plans for Class A Class B and Class C Shares described below. There is no Rule 12b-1 distribution plan for Institutional Class Shares of the Funds.  The Distribution Agreement may be terminated at any time upon 60 days’ written notice, without payment of a penalty, by Quasar, by vote of a majority of the outstanding class of voting securities of the affected Fund, or by vote of a majority of the Board of Trustees who are not “interested persons” of the Trust and who have no direct or indirect financial interest in the operation of the Distribution Agreement.  The Distribution Agreement will terminate automatically in the event of its assignment.  The Board annually reviews fees paid to Quasar.

Only one copy of these Proxy Materialsthis Information Statement may be mailed to a household,households, even if more than one person in a household is a Fund shareholder of record; unless the Trust has received instructions to the contrary. If you need additional copies of these Proxy Materials,this Information Statement, please contact your participating securities dealer or other financial intermediary, or, if you hold Fund shares directly with the Fund’s service agent, call toll-free 1-800-220-8888. If you do not want the mailing of your Proxy Materialsan Information Statement to be combined with those offor other members of your household in the future, or if you are receiving multiple copies and would rather receive just one copy for the household, please contact your participating securities dealer or other financial intermediary, or, if you hold Fund shares directly with the Fund’s service agent, call toll-free 1-800-220-8888.

Shareholders can obtain a copy of the Trust’s most recent Annual Report and any Semi-Annual Report following anthe Annual Report, without charge, by writing the Trust at Quaker Investment Trust, c/o USU.S. Bancorp Fund Services, LLC., PO Box 701, Milwaukee, WisconsinWI 53201-0701 or by calling the Trust toll free at 1-800-220-8888.

This Plan of Liquidation and Dissolution (the “Plan”) is intended to accomplish the complete liquidation and dissolution of the Quaker Biotech Pharma-HealthcareLong-Short Tactical Allocation Fund (the “Fund”), a series of the Quaker Investment Trust, a business trust organized under the laws of the Commonwealth of Massachusetts (“Trust”), registered with the U.S. Securities and Exchange Commission (“SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (“1940 Act”), in conformity with the laws of the Commonwealth of Massachusetts, the 1940 Act, the Internal Revenue Code of 1986, as amended (“Code”), and the Trust’s Amended and Restated Declaration of Trust, dated as of October 28, 2008,August 1, 1996, and Restated By-Laws dated August 1, 1996, as amended January 13, 2004 and March 10, 2005 (“Organizational Documents”). All references in this Plan to action taken by the Fund shall be deemed to refer to action to be taken by the Trust on behalf of the Fund.

WHEREAS, in light of the future prospects for growth offor the Fund, management has recommended that the Fund be liquidated and dissolved; and

WHEREAS, the Board of Trustees has considered the impact on the Fund’s shareholders of the termination and liquidation of the Fund; and

WHEREAS, the Board of Trustees has determined that the liquidation and dissolution of the Fund is advisable and in the best interests of the shareholders of the Fund, and has considered and approved this Plan as the method of accomplishing such actions; and

WHEREAS, the Board of Trustees has directed that this Plan be submitted to the Fund’s shareholders (“Shareholders”) for their approval and, upon the approval of this Plan by the affirmative vote of a majority of the Fund’s outstanding shares of record, represented in person or by proxy, at a meeting of the shareholdersShareholders at which a quorum is present, or by an instrument in writing without a meeting signed by a majority of the Trustees (or an officer of the Trust pursuant to a vote of a majority of the Trustees) and consented to by a majority of the Fund’s outstanding shares of record, the Fund shall voluntarily dissolve and completely liquidate in accordance with the requirements of the laws of the Commonwealth of Massachusetts and the Code.

NOW THEREFORE, the liquidation and dissolution of the Fund shall be carried out in the manner set forth herein: