Quaker Investment Trust NCSR Certified annual shareholder report (management investment company)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES



Investment Company Act file number		811-06260

Quaker Investment Trust

(Exact name of registrant as specified in charter)

309 Technology Drive, Malvern, PA 19355

(Address of principal executive offices) (Zip code)

Citco Mutual Fund Services, Inc.
83 General Warren Blvd., Ste. 200, Malvern, PA 19355

(Name and address of agent for service)

Registrant’s telephone number, including area code: 800-220-8888

Date of fiscal year end: 06/30/2005

Date of reporting period: 06/30/2005

ITEM 1. REPORTS TO SHAREHOLDERS

The following is a copy of the Annual Report to Shareholders for the period ended June 30, 2005, pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).

ANNUAL REPORT | 2005 GROWTH FUNDS Quaker Strategic Growth Fund Quaker Core Equity Fund Quaker Small-Cap Growth Fund Quaker Capital Opportunities Fund Quaker Biotech Pharma-Healthcare Fund BLENDED FUNDS Quaker Small-Cap Trend Fund VALUE FUNDS Quaker Mid-Cap Value Fund Quaker Small-Cap Value Fund Geewax Terker Core Value Fund FIXED INCOME FUNDS Quaker Fixed Income Fund Quaker ® Funds

Chairman’s Letter to the Shareholders

Dear Fellow Shareholder:

Two Thousand and Five, so far, has been a mixed bag for stock and bond investors. Economic output in the U.S. has continued to signal strong, steady growth. The stock market however, has disappointed index investors this year as the S&P 500 has delivered a negative return of almost (1%). Bond investors however, have benefited from exposure to quality fixed income securities, as the Lehman Brothers Intermediate Aggregate Index is a positive 1.84% year to date. All this with $60 oil and continued Fed tightening. While economic growth may slow in the second half of the year due to these headwinds, a steady U.S. economy and a relatively low interest rate environment should provide a positive backdrop to the capital markets.

Despite negative returns for the broad market, actively managed portfolios have done well this year and Quaker Funds investors have been rewarded for their choices. Quaker Strategic Growth, Small-Cap Growth, Capital Opportunities, Small-Cap Trend, Small-Cap Value, and Geewax Terker Core Value Funds all provided positive returns through June in an otherwise challenging equity market.

In mid-May of 2005, we welcomed a new sub-adviser to the Quaker Funds family. Global Capital Management, Inc. (GCM) took over Quaker Mid-Cap Value Fund from Schneider Capital Management Company, who resigned as the Fund’s sub-adviser. Founded in 1997, GCM is a 100% employee owned firm that specializes in small and mid-cap stocks and is based in Conshohocken, PA.

Our success at the Quaker Funds is dependent on many factors: our money managers, the financial advisors who recommend our funds and our clients. From January 1 through June 30, 2005, client assets have grown from $683 million under management to $830 million, a 21.5% increase. We thank you for placing your trust in us. With that trust, we will continue to seek out the best institutional, entrepreneurial asset managers in the industry.


	Sincerely,


	David K. Downes
	Independent Chairman
	June 30, 2005


	Table of Contents


		Page

Chairman’s Letter to the Shareholders		1
Performance Update:
	Quaker Strategic Growth Fund	2
	Quaker Core Equity Fund	4
	Quaker Small-Cap Growth Fund	6
	Quaker Capital Opportunities Fund	8
	Quaker Biotech Pharma-Healthcare Fund	10
	Quaker Small-Cap Trend Fund	12
	Quaker Mid-Cap Value Fund	14
	Quaker Small-Cap Value Fund	16
	Geewax Terker Core Value Fund	18
	Quaker Fixed Income Fund	20
Expense Information		22
Schedule of Investments		25
Statements of Assets and Liabilities		46
Statements of Operations		48
Statements of Changes in Net Assets		50
Financial Highlights		52
Notes to the Financial Statements		84
Report of Independent Registered Public Accounting Firm		95
Trustees and Officers		96
Approval of Advisory Agreement		98
Shareholder Meetings		106
General Information		109

Performance Update


	SUB-ADVISER:
	DG Capital Management

	TOTAL NET ASSETS
	AS OF JUNE 30, 2005:
	$645,841,903


*Top Ten Holdings (% of net assets)**

General Dynamics Corp.			2.73%
Coventry Health Care, Inc.			2.63%
Triad Hospitals, Inc.			2.29%
Allegheny Energy, Inc.			2.22%
Cimarex Energy Co.			2.09%
Manor Care, Inc.			2.05%
Pacificare Health Systems, Inc.			2.00%
Pediatrix Medical Group, Inc.			1.99%
Wyeth			1.98%
Fisher Scientific International, Inc.			1.95%

			21.93%

* Excludes Short-Term Investments

Quaker Strategic Growth Fund (QUAGX, QAGBX, QAGCX, QAGIX)


For the fiscal year ending June 30, 2005, the S&P 500® Total Return Index (“S&P 500”) (a broad based market proxy) generated a 6.32% return. For the seventh consecutive year in a row, Class A shares* of Quaker Strategic Growth Fund outperformed the S&P 500 with a total return of 13.36%. The biggest contribution to the outperformance of the Fund was provided by healthcare, followed by telecom and energy.

From a sector perspective, we continue to overweight the energy and healthcare sectors in the Fund. Record energy prices were continually in the headlines over the last year, with crude oil prices hitting a record high of $60/barrel in June. While recent price spikes have had more to do with tight refining capacity (heating oil recently hit a new high in the middle of the summer) than supply issues, the increase in demand of the marginal buyers (China and India) continues to be strong. The lack of drilling capacity build-out in the last decade continues to favor drilling companies who are renewing contracts on very favorable terms (which has generated good earnings visibility for several quarters and in some cases doubled year-over-year earnings-per-share numbers). In the production area, companies also have rising dividend yields and excellent cash flow prospects. In healthcare, we like the HMO companies due to the rapidly expanding health savings accounts and high deductible programs and also like the hospitals due to their improved balance sheets and good cash flow.

Technology, which has traditionally been a “must own” in the 3rd and 4th quarters, still looks weak — though if fundamentals improve we will likely increase our allocation. We will keep a close eye on upcoming Fed language. Although it is very hard to make macro calls, if the Federal Reserve rate hikes are near an end, the financial sector (currently the biggest sector in the S&P 500) may rally.

Our focus continues to be to improve our stock selection in the Fund and to reduce the downside volatility of our portfolio positions. We believe that our multi-cap opportunistic mandate will serve us well as we move forward into the second half of the year which, for us, has always been more interesting than the first half.

Manu P. Daftary

DG Capital Management


*	Class A performance shown is not reflective of sales charges. See Total Return Table on the next page for performance with sales charges.

2 2005 ANNUAL REPORT

Quaker Strategic Growth Fund

Growth of a $10,000 Investment

November 25, 1996 (commencement of operations) to June 30, 2005

Average Annualized Total Return


													Commencement
													of operations
	One Year						Five Year						through 06/30/05

	with			without			with			without			with			without
	sales charge			sales charge			sales charge			sales charge			sales charge			sales charge

Class A (inception date 11/25/1996)		7.10	%		13.36	%		2.47	%		3.63	%		18.13	%		18.90	%

Class B (inception date 08/01/2000)		7.56	%		12.56	%		n/a			n/a			2.28	%		2.80	%

Class C (inception date 07/11/2000)		11.55	%		12.55	%		n/a			n/a			2.73	%		2.73	%

Class I (inception date 07/20/2000)		13.69	%		13.69	%		n/a			n/a			3.47	%		3.47	%

S&P 500 Total Return Index		n/a			6.32	%		n/a			(2.37	)%		n/a			7.05	%**


**	The benchmark since inception returns are calculated since commencement of November 25, 1996 through June 30, 2005.

Past performance is no guarantee of future results and investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Total return includes reinvestment of dividends and capital gains.

The line graph and performance table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total return calculations reflect expense reimbursements and fee waivers in the applicable periods. See financial highlights for periods where fees were waived or reimbursed.

The Fund’s portfolio holdings may differ significantly from the securities held in the index and, unlike a mutual fund, an unmanaged index assumes no transaction costs, taxes, management fees or other expenses.

The S&P 500 Total Return Index is a capitalization weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.

2005 ANNUAL REPORT 3

Performance Update


	SUB-ADVISER:
	Geewax, Terker & Co.

	TOTAL NET ASSETS AS OF JUNE 30, 2005:
	$11,456,766


*Top Ten Holdings (% of net assets)**

General Electric Co.			5.97%
Microsoft Corp.			4.00%
Dell, Inc.			3.97%
Cisco Systems, Inc.			3.92%
Goldman Sachs Group, Inc.			3.03%
Procter & Gamble Co.			2.95%
Pfizer, Inc.			2.78%
Unitedhealth Group, Inc.			2.73%
Wal-Mart Stores, Inc.			2.69%
Wendy’s International, Inc.			2.50%

			34.54%

* Excludes Short-Term Investments

Quaker Core Equity Fund (QUCEX, QCEBX, QCECX, QCEIX)


Over the previous 12 months (ended June 30, 2005), Class A shares* of the Fund returned 1.23% versus the Russell 1000 Growth Index of 1.68%. The overall market (S&P 500 Index) returned 6.32% as value stocks continued to outperform growth stocks. Large capitalization stocks outperformed their small capitalization peers as small growth stocks (Russell 2000 Growth Index) returned 4.29% during this time period.

Given an environment characterized by rising interest rates and market valuations that are “fair,” we will be positioning the portfolio for this environment by emphasizing sales growth, lower volatility, growth-at-a-reasonable-price, and shareholder friendly management. That means we will be overweighting the Consumer sectors, the Financial sector, the Industrial sector and the Energy sector. We will be underweight in the Healthcare and the Technology sector. The former is due to our belief that the Pharmaceutical Industry is still years away from a good earnings cycle. The latter is due to our belief that better values reside for investment spending in the Capital Equipment area, as well as Technology being the most volatile sector right now.

The market continues to punish “bad news” companies, and so the investment environment going forward should be rewarding for our style of management. We can still find attractive growth opportunities out there, and find individual growth stocks within each sector that are growing faster than the sector itself. Overall, we expect the Fund to have a lower P/ E than the growth market, and a higher quality of earnings. This is not the time to move out on the risk scale. The Fund will be “steady as she goes.”

John Geewax and Bruce Terker

Geewax, Terker & Co.


*	Class A performance shown is not reflective of sales charges. See Total Return Table on the next page for performance with sales charges.

4 2005 ANNUAL REPORT

Quaker Core Equity Fund

Growth of a $10,000 Investment

November 25, 1996 (commencement of operations) to June 30, 2005

Average Annualized Total Return


													Commencement
													of operations
	One Year						Five Year						through 06/30/05

	with			without			with			without			with			without
	sales charge			sales charge			sales charge			sales charge			sales charge			sales charge

Class A (inception date 11/25/1996)		(4.33	)%		1.23	%		(11.42	)%		(10.42	)%		1.91	%		2.58	%

Class B (inception date 11/14/2000)		(4.46	)%		0.54	%		n/a			n/a			(8.97	)%		(8.38	)%

Class C (inception date 06/30/2000)		(0.45	)%		0.55	%		(11.16	)%		(11.16	)%		(10.67	)%		(10.67	)%

Class I (inception date 07/14/2000)		1.57	%		1.57	%		n/a			n/a			(11.27	)%		(11.27	)%

Russell 1000 Growth Index		n/a			1.68	%		n/a			(10.36	)%		n/a			4.23	%**


**	The benchmark since inception returns are calculated since commencement of November 25, 1996 through June 30, 2005.

See financial highlights for periods where fees were waived or reimbursed.

The Russell 1000 Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.

2005 ANNUAL REPORT 5

Performance Update


	SUB-ADVISER:
	Geewax, Terker & Co.

	TOTAL NET ASSETS
	AS OF JUNE 30, 2005:
	$3,265,460


*Top Ten Holdings (% of net assets)**

NASDAQ 100 Trust Series I			4.51%
streetTRACKS Series Trust			4.32%
Boyd Gaming Corp.			3.44%
Capital Trust, Inc.			2.96%
Idex Corp.			2.66%
Westinghouse Air Brake Technologies Corp.			2.63%
Pantry, Inc.			2.61%
Callon Petroleum Co.			2.58%
Asta Funding, Inc.			2.55%
Genesis Healthcare Corp.			2.55%

			30.81%

* Excludes Short-Term Investments

Quaker Small-Cap Growth Fund (QSGAX, QSGBX, QSGCX, QSGIX)


The 12 months ended June 30, 2005 have been very good for the Fund, as performance for Class A shares* outpaced the small capitalization growth index (Russell 2000 Growth) 10.85% versus 4.29%. The Fund also outperformed the S&P 500 Index which returned 6.32% during this time period. This outperformance was due to the Fund having companies with good internal growth (higher return on equity), cheaper valuation and higher forecasted short term earnings growth than the small growth market. We decided to forego the higher long term growth companies — with the belief that these long term growth rates would be coming down. With hindsight, we were right on target.

But that was last year. Going forward, we believe higher long-term growth companies will start to drift into the Fund’s portfolio for one reason — they are reasonably valued and the marketplace should start rewarding high growth (with reasonable multiples) as interest rates move up. Likewise, more volatile stocks could drift somewhat into the Fund’s portfolio for the same reasons. However, our main emphasis will continue to be high quality earnings, reasonable valuation, and reasonable certainty about current earnings trends. Sector-wise, this means a continuation of our overweight in Consumers, Energy, Financials and Industrials. Healthcare and Technology will continue to be underweight, as we will continue to avoid the highly speculative parts of the market. With interest rates rising, we feel it much more prudent to have a portfolio of quality growth-at-a-reasonable-price, and to avoid stocks that could disappoint investors due to the huge uncertainty surrounding their fundamentals.

Market capitalization of the Fund’s holdings will be slightly larger than the index, as we want to have companies that have lower costs of capital in the current index. Micro-cap stocks will be barely represented in the Fund’s portfolio. We have confidence that the valuation and quality biases that we have implemented and will continue to implement going forward will once again seek to outperform the market.

John Geewax and Bruce Terker

Geewax, Terker & Co.


*	Class A performance shown is not reflective of sales charges. See Total Return Table on the next page for performance with sales charges.

6 2005 ANNUAL REPORT

Quaker Small-Cap Growth Fund

Growth of a $10,000 Investment

September 18, 2000 (commencement of operations) to June 30, 2005

Average Annualized Total Return


							Commencement
							of operations
	One Year						through 06/30/05

	with			without			with			without
	sales charge			sales charge			sales charge			sales charge

Class A (inception date 06/14/2001)		4.74	%		10.85	%		0.74	%		2.17	%

Class B (inception date 03/16/2001)		5.06	%		10.06	%		2.77	%		3.41	%

Class C (inception date 10/17/2001)		9.00	%		10.00	%		5.80	%		5.80	%

Class I (inception date 09/18/2000)		11.05	%		11.05	%		(0.53	)%		(0.53	)%

Russell 2000 Growth Index		n/a			4.29	%		n/a			(3.66	)%**


**	The benchmark since inception returns are calculated since commencement of September 18, 2000 through June 30, 2005.

The Russell 2000 Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values.

2005 ANNUAL REPORT 7

Performance Update


	SUB-ADVISER:
	Knott Capital Management

	TOTAL NET ASSETS
	AS OF JUNE 30, 2005:
	$25,078,262


*Top Ten Holdings (% of net assets)**

The St. Joe Co.			6.50%
Pulte Homes, Inc.			5.04%
Pharmaceutical Products Developments Service Co.			4.86%
Covance, Inc.			4.47%
Centex Corp.			4.23%
Unitedhealth Group, Inc.			4.16%
Diageo PLC ADR			4.14%
Sanofi-Aventis ADR			4.09%
Lennar Corp.			4.05%
Cephalon, Inc.			3.97%

			45.51%

* Excludes Short-Term Investments

Quaker Capital Opportunities Fund QUKTX, QCOBX, QCOCX


In the 12 months ending June 30, 2005, Class A shares* of the Fund significantly out-performed the S&P 500, 9.66% vs. 6.32%, led by overweighted positions in the energy and health care sectors. Returns were also bolstered by an underweighted position in technology stocks. The above themes have been a consistent and well documented part of our strategy for many years. This has led the Fund to outperform the S&P 500, 10.39% vs. 8.27% annualized in the three years ending June 30.

During the past six months, the economy, interest-rate trends and stock prices have closely followed our 2005 forecast. The Fed’s recent hike in interest rates indicated they may be willing to take the Fed Fund’s level to 4% or more. When combined with a gradual global economic slowdown, whose epicenter is in Europe, you have the ingredients for more than just a soft patch or bump in the road. The ECB, Europe’s equivalent of our Federal Reserve has not yet reacted to the slowdown in Europe’s GDP. (We think they will be forced to soon.) We think Greenspan’s “damn the torpedoes, full speed ahead” attitude is certainly not bolstering the market’s confidence. Recently, our Dollar has gained strength as investors everywhere seek higher yielding bonds whose quality and liquidity are unquestioned. Today’s low savings rate, high oil prices, big twin deficits and small job creation does little to help matters. Yet, mortgage rates and bond yields are low, inflation fairly tame and earnings levels near records. Cash dividends are increasing and mergers and acquisitions are almost a constant part of life in Corporate America. (For a more detailed analysis of our current outlook please see our Monthly Commentary available at www.knottcapital.com).

While there are and will always be long-term structural issues and challenges, the stock market should remain in its seesaw trading range. Investors should have neither a highly optimistic nor a desperately pessimistic viewpoint. With these hurdles interacting with a global slowdown, our risk-averse and conservative nature forces us to maintain a predominantly defensive investment stance. Our sector and security selection have reflected this more defensive posture. We are always mindful of our first priority: the preservation of your capital. A disciplined approach to investing and portfolio management has been recognized as the only proven means to superior long-term results.

Charles A. Knott and J. Michael Barron

Knott Capital Management


*	Class A performance shown is not reflective of sales charges. See Total Return Table on the next page for performance with sales charges.

8 2005 ANNUAL REPORT

Quaker Capital Opportunities Fund

Growth of a $10,000 Investment

January 31, 2002 (commencement of operations) to June 30, 2005

Average Annualized Total Return


							Commencement
							of operations
	One Year						through 06/30/05

	with			without			with			without
	sales charge			sales charge			sales charge			sales charge

Class A (inception date 01/31/2002)		3.60	%		9.66	%		5.47	%		7.23	%

Class B (inception date 05/02/2002)		3.91	%		8.80	%		6.48	%		7.31	%

Class C (inception date 05/02/2002)		7.82	%		8.80	%		7.31	%		7.31	%

S&P 500 Total Return Index		n/a			6.32	%		n/a			3.34	%**


**	The benchmark since inception returns are calculated since commencement of January 31, 2002 through June 30, 2005.

2005 ANNUAL REPORT 9

Performance Update


	SUB-ADVISER:
	Sectoral Asset Management, Inc.

	TOTAL NET ASSETS AS OF JUNE 30, 2005:
	$20,570,877


*Top Ten Holdings (% of net assets)**

Amylin Pharmaceuticals, Inc.			6.80%
Amgen, Inc.			6.23%
Neurocrine Biosciences, Inc.			4.42%
MGI Pharma, Inc.			4.27%
Medicines Co.			3.98%
Teva Pharmaceutical Industries Ltd.			3.86%
InterMune, Inc.			3.60%
Onyx Pharmaceuticals, Inc.			3.41%
Alexion Pharmaceuticals, Inc.			3.32%
Cotherix, Inc.			3.17%

			43.06%

* Excludes Short-Term Investments

Quaker Biotech Pharma-Healthcare Fund (QBPAX, QBPBX, CBPCX)


During the 12 months ending June 30, 2005, the Class A shares* returned -3.22% while the Nasdaq Biotech Index fell by -9.08%. The Fund had two-thirds the volatility of the index. Investments in mid-cap biotechnology companies — generally in late clinical development or early product marketing — contributed positively. Selective tactical investments in specialty pharmaceutical and generic pharmaceutical companies also contributed positively.

Over this period, the biotech industry delivered significant product approvals and clinical progress, positive developments which were intermittently overshadowed by regulatory worries. Investor concerns about regulatory tightening at the FDA — larger clinical requirements and greater safety hurdles — resulted from high profile product withdrawals (Merck’s Vioxx, Biogen-Idec’s Tysabri). After President Bush’s re-election, the inability to obtain Senate confirmation for his FDA Commissioner nominee also weighed on sentiment. Despite these concerns, progress has been generally positive. Significant FDA drug approvals again demonstrated the industry’s capacity to create innovative and clinical meaningful compounds for diseases of high unmet medical need. Clinical development was also generally positive — particularly in cancer, hepatitis C, and rare genetic diseases. Currently we find valuations attractive on both historic grounds and on a forward-looking growth basis, particular following the premiums pharmaceuticals companies have recently paid to acquire biotech companies.

Michael Sjöström, CFA and Stephen Patten, CFA

Sectoral Asset Management, Inc.


*	Class A performance shown is not reflective of sales charges. See Total Return Table on the next page for performance with sales charges.

10 2005 ANNUAL REPORT

Quaker Biotech Pharma-Healthcare Fund

Growth of a $10,000 Investment

September 23, 2002 (commencement of operations) to June 30, 2005

Average Annualized Total Return


							Commencement
							of operations
	One Year						through 6/30/05

	with			without			with			without
	sales charge			sales charge			sales charge			sales charge

Class A (inception date 10/14/2002)		(8.52	)%		(3.22	)%		10.79	%		13.12	%

Class B (inception date 09/23/2002)		(8.42	)%		(3.95	)%		11.10	%		11.99	%

Class C (inception date 11/20/2002)		(4.84	)%		(3.95	)%		12.75	%		12.75	%

Nasdaq Biotech Index		n/a			(9.08	)%		n/a			17.82	%**


**	The benchmark since inception returns are calculated since commencement of September 23, 2002 through June 30, 2005.

The NASDAQ Biotechnology Index is a widely recognized, unmanaged index. It contains companies primarily engaged in using biomedical research for the discovery or development of novel treatments or cures for human disease which also meet other eligibility criteria. The NASDAQ Biotechnology Index is calculated under a modified capitalization-weighted methodology.

2005 ANNUAL REPORT 11

Performance Update


	SUB-ADVISER:
	TrendStar Advisors, LLC

	TOTAL NET ASSETS AS OF JUNE 30, 2005:
	$4,773,103


*Top Ten Holdings (% of net assets)**

Priority Healthcare Corp.			3.19%
WCI Communities, Inc.			3.15%
Amerigroup Corp.			3.03%
Accredo Health, Inc.			2.76%
Renal Care Group, Inc.			2.70%
Amsurg Corp.			2.67%
Zoll Medical Corp.			2.67%
Wilmington Trust Corp.			2.64%
Photronics, Inc.			2.59%
Monaco Coach Corp.			2.52%

			27.92%

* Excludes Short-Term Investments

Quaker Small-Cap Trend Fund QSTAX, QSTCX, QSTIX


During the fiscal year ended June 30, 2005, the Class A shares* experienced a positive return of 9.28% while the Russell 2000 and Russell 2000 Growth Indices rose by 9.45% percent and 4.29% percent, respectively. Our investments in the healthcare sector have had the most positive impact on the portfolio during our fiscal year. Three of our healthcare holdings received buyout offers during the year, suggesting to us that valuations, as seen by companies operating within the healthcare industry, appear to be attractive.

We remained concerned about a number of risks associated with the market, including; terrorism, rising interest rates, an expected revaluation of the Chinese Yuan, and a growing tone of protectionism emanating from Washington. However, we believe that the small cap sector offers some protection from many of the direct impact of these risks. For example, our analysis of the historical impact of rising interest rates and inflation on equities shows a positive bias in favor of small cap stocks over large caps.

Finally, we continue to focus on identifying long-term industry and economic trends that should drive above average growth for companies. We expect that our strategy will continue to focus us in specific areas, primarily the healthcare, technology, consumer and financial sectors, where we believe long-term growth is more likely and more sustainable.

Thomas W. Laming and James R. McBride,

TrendStar Advisors, LLC


*	Class A performance shown is not reflective of sales charges. See Total Return Table on the next page for performance with sales charges.

12 2005 ANNUAL REPORT

Quaker Small-Cap Trend Fund

Growth of a $10,000 Investment

February 17, 2004 (commencement of operations) to June 30, 2005

Average Annualized Total Return


							Commencement of
							operations through
	One Year						06/30/05

	with			without			with			without
	sales charge			sales charge			sales charge			sales charge

Class A (inception date 02/17/2004)		3.26	%		9.28	%		1.95	%		6.24	%

Class C (inception date 02/17/2004)		7.31	%		8.31	%		5.16	%		5.16	%

Class I (inception date 02/17/2004)		9.20	%		9.20	%		6.02	%		6.02	%

Russell 2000 Index		n/a			9.45	%		n/a			6.76	%**


**	The benchmark since inception returns are calculated since commencement of February 17, 2004 through June 30, 2005.

The Russell 2000 Index is a widely recognized unmanaged index comprised of the smallest 2000 companies represented in the Russell 3000 Index. The Index currently represents approximately 8% of the market capitalization of the Russell 3000 Index, with a market capitalization ranging from $128 million to $1.3 billion.

2005 ANNUAL REPORT 13

Performance Update


	SUB-ADVISER:
	Global Capital Management, Inc.**


	TOTAL NET ASSETS AS OF JUNE 30, 2005:
	$57,781,759


Top Ten Holdings (% of net assets)

Toll Brothers, Inc.			4.13%
MDC Holdings, Inc.			3.84%
Oil States International, Inc.			3.68%
H & R Block, Inc.			3.58%
Sherwin-Williams Co.			3.54%
Humana, Inc.			3.51%
Protective Life Corp.			3.38%
W.R. Berkley Corp.			3.37%
American Eagle Outfitters, Inc.			3.20%
Oshkosh Truck Corp.			3.12%

			35.35%

* Excludes Short-Term Investments

Quaker Mid-Cap Value Fund (QMCVX, QMCBX, QMCCX, QMVIX)


For the fiscal year ending June 30, 2005, Class A shares* of the Fund underperformed the Russell Mid-Cap Value Index 12.57% versus 21.08%. The first half of 2005 had a noteworthy ending as the Federal Reserve lifted the Fed Funds rate from 3.00% to 3.25%. This move represented their ninth rate hike since June 2004. In their comments corresponding with the tightening, the Fed remains convinced that short-term inflation risks outweigh the likelihood of economic weakness. Sympathetically, the White House economic team believes that the economy should expand 3.4% this year with continued job growth despite the Fed’s continued tightening and oil prices reaching $60/barrel.

Stocks rebounded in May and June from a poor start through April. For the quarter, mid-cap stocks as represented by the Russell Midcap Index gained 4.18 % while the S&P 500 returned 0.91%. Mid-caps have represented the sweet spot of the market posting positive returns through June 30, 2005, while large and small company stocks have slight negative returns for the first half of 2005 impacted from rising short rates and oil prices more than offset earnings and economic advances.

Where do we go from here? High quality, mid-cap stocks are undervalued and large-cap high quality stocks are extremely undervalued. Increases in short term interest rates, energy prices and the dollar may suppress earnings gains and somewhat restrict the normal price/ earnings expansion associated with an advancing equity market.

In retrospect, in March of 2000, the S&P 500 achieved a high of 1530.09. At the end of June 2005 this same index closed at 1191.33. During this span, the Russell Midcap Value Index has rallied from 475 to 905, a return of nearly 100%. The leaders have been obvious; oil (along with commodity driven stocks), housing stocks and financials. In the past twelve months alone, the price of a barrel of oil has risen almost 40%. The rally started off quite broad, but has been narrowing. Energy stocks are still this year’s biggest gainers, with housing stocks a close second, but the remainder of the field is fading. Of the stragglers, technology, auto parts and media are underperforming. But the bigger theme is quality. Many of the stragglers are laden with heavy debt loads. The refinancing window is getting smaller and smaller leaving these companies to deal with their financially mis-engineered balance sheets.

Going forward, a window of opportunity is closing. Poor quality companies cannot rebuild their balance sheets without diluting their equity shareholders. Stocks are nearing full valuation after a strong 5-year run. This will favor an investment manager who selects a concentrated portfolio of undervalued, high quality companies with improving earnings prospects.

Anthony Soslow, CFA, Philip Mendelsohn, CFA and John Hammerschmidt

Global Capital Management, Inc.


*	Class A performance shown is not reflective of sales charges. See Total Return Table on the next page for performance with sales charges.


**	Prior to May 3, 2005, the Fund was sub-advised by Schneider Capital Management Company (“Schneider”). Global Capital Management, Inc. replaced Schneider as sub-adviser to the Fund following approval by the Fund’s shareholders at a meeting held on May 3, 2005.

14 2005 ANNUAL REPORT

Quaker Mid-Cap Value Fund

Growth of a $10,000 Investment

December 31, 1997 (commencement of operations) to June 30, 2005

Average Annualized Total Return


													Commencement
													of operations
	One Year						Five Year						through 06/30/05

	with			without			with			without			with			without
	sales charge			sales charge			sales charge			sales charge			sales charge			sales charge

Class A (inception date 12/31/1997)		6.40	%		12.57	%		11.64	%		12.92	%		8.95	%		9.77	%

Class B (inception date 01/05/2001)		6.73	%		11.73	%		n/a			n/a			13.97	%		14.39	%

Class C (inception date 07/31/2000)		10.75	%		11.75	%		n/a			n/a			13.86	%		13.86	%

Class I (inception date 11/21/2000)		12.83	%		12.83	%		n/a			n/a			15.88	%		15.88	%

Russell Midcap Value Index		n/a			21.80	%		n/a			14.86	%		n/a			10.29	%**


**	The benchmark since inception returns are calculated since commencement of December 31, 1997 through June 30, 2005.

The Russell Midcap Value Index measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The stocks are also members of the Russell 1000 Value Index.

2005 ANNUAL REPORT 15

Performance Update


	SUB-ADVISER:
	Aronson+Johnson+Ortiz, LP

	TOTAL NET ASSETS AS OF JUNE 30, 2005:
	$56,382,953


*Top Ten Holdings (% of net assets)**

The St. Joe Co.			1.04%
Frontier Oil Corp.			0.99%
KB Home			0.97%
PetroKazakhstan, Inc.			0.96%
Downey Financial Corp.			0.95%
Agrium, Inc.			0.94%
GATX Corp.			0.94%
Darden Restaurants, Inc.			0.93%
Energen Corp.			0.92%
Investment Technology Group, Inc.			0.89%

			9.53%

* Excludes Short-Term Investments

Quaker Small-Cap Value Fund QUSVX, QSVBX, QSVCX, QSVIX


The Quaker Small-Cap Value Fund had a good year. For the fiscal year ending June 30, 2005, Class A shares* of the Fund were up 12.17% while the Fund’s benchmark, the Russell 2000 Index (a broad-based cross-section of the entire U.S. small-cap market) returned 9.45%. While we can’t guarantee such performance every year, our track record shows that we have been able to achieve it over the long run.

What we can guarantee is an investment strategy that is value oriented and disciplined. AJO maintains a fully invested, diversified portfolio of attractive small-cap stocks. The economic outlook—ours or anyone else’s—plays no role in the Fund’s structure; instead, our work seeks well-managed companies with quality cash profits, relatively low market valuations, and positive price and earnings momentum. As we search for opportunities, we keep a keen eye on minimizing transaction costs, enabling us to realize the profits from superior stock selection.

Theodore Aronson, Kevin J. Johnson, and Martha E. Ortiz

Aronson+Johnson+Ortiz, LP


*	Class A performance shown is not reflective of sales charges. See Total Return Table on the next page for performance with sales charges.

16 2005 ANNUAL REPORT

Quaker Small-Cap Value Fund

Growth of a $10,000 Investment

November 25, 1996 (commencement of operations) to June 30, 2005

Average Annualized Total Return


													Commencement
													of operations
	One Year						Five Year						through 06/30/05

	with			without			with			without			with			without
	sales charge			sales charge			sales charge			sales charge			sales charge			sales charge

Class A (inception date 11/25/1996)		6.02	%		12.17	%		13.62	%		14.91	%		12.95	%		13.70	%

Class B (inception date 11/14/2000)		6.33	%		11.33	%		n/a			n/a			12.47	%		12.89	%

Class C (inception date 07/28/2000)		10.37	%		11.37	%		n/a			n/a			14.15	%		14.15	%

Class I (inception date 09/12/2000)		12.42	%		12.42	%		n/a			n/a			13.01	%		13.01	%

Russell 2000 Index		n/a			9.45	%		n/a			5.70	%		n/a			8.57	%**


**	The benchmark since inception returns are calculated since commencement of November 25, 1996 through June 30, 2005.

2005 ANNUAL REPORT 17

Performance Update


	SUB-ADVISER:
	Geewax, Terker & Co.

	TOTAL NET ASSETS AS OF JUNE 30, 2005:
	$1,942,862


*Top Ten Holdings (% of net assets)**

iShares S&P 500/ Barra Value Index Fund			4.48%
General Electric Co.			4.28%
Unitedhealth Group, Inc.			4.16%
iShares Russell 1000 Value Index Fund			3.78%
Citigroup, Inc.			3.57%
Wal-Mart Stores, Inc.			3.13%
Prudential Financial, Inc.			3.04%
TXU Corp.			2.57%
News Corp.			2.50%
WCI Communities, Inc.			2.47%

			33.98%

* Excludes Short-Term Investments

Geewax Terker Core Value Fund (QUGTX)


For the fiscal year ended June 30, 2005, Class A shares* of the Fund underperformed the Russell 1000 Value Index 11.60% versus 14.06%. Relative to Value stocks, our underperformance was due to higher yielding stocks doing extremely well. Looking at our current portfolio and the current market environment, we are very confident that emphasizing low price/earnings and earnings growth will be the right place to be as interest rates rise. Companies that have high yields, but very little room to grow their dividends will be at a tremendous disadvantage in the rising interest rate environment.

We are underweight in Financials and Utilities, and overweight in Consumers and Industrials. I do not expect this to change. Utilities are the most expensive sector in the market — closely followed by REIT’s. The banking segment looks somewhat cheap, but the risks in their underlying earnings with rising rates and an inverted yield curve potential make the group seem like a group that is going to get cheaper! We would prefer to have decent top line growth and get it at a discount to the marketplace. We will not have the lowest price/earnings ratio (P/E) or price-to-book ratio in the marketplace. However, we expect to have a higher growth rate than our value competitors and our P/ E will be less than the market.

On a capitalization scale, we will be all over the map! Look for your portfolio to have large and small companies in it. The latter will give you a lot of growth for the price. The large companies will be cheap and have the least amount of risk. Together, you will have, we feel, an all weather portfolio to beat both Value and the overall market indicies. Individual stock selection will be even more important in the near future, rather than sector selection. In this slow growth scenario we are facing, the better companies will grow at the pace of GDP and a little faster as they take market share away from their competition. This latter point will be key in our security selection in the near future.

John Geewax and Bruce Terker

Geewax, Terker & Co.


*	Class A performance shown is not reflective of sales charges. See Total Return Table on the next page for performance with sales charges.

18 2005 ANNUAL REPORT

Geewax Terker Core Value Fund

Growth of a $10,000 Investment

March 26, 2002 (commencement of operations) to June 30, 2005

Average Annualized Total Return

Commencement

of operations

One Year

through 06/30/05

with

without

with

without

sales charge

Class A (inception date 03/26/2002)

5.47

11.60

6.21

8.06

Russell 1000 Value Index

n/a

14.06

n/a

7.38

%**


**	The benchmark since inception returns are calculated since commencement of March 26, 2002 through June 30, 2005.

Russell 1000 Value Index is a widely recognized unmanaged index of 1000 companies in the U.S. It is generally considered to represent 90% of the publicly traded companies as measured by market capitalization.

2005 ANNUAL REPORT 19

Performance Update


	SUB-ADVISER:
	Andres Capital Management

	TOTAL NET ASSETS AS OF JUNE 30, 2005:
	$3,750,520


*Top Ten Holdings (% of net assets)**

Fannie Mae Series 2003-33 LD, 4.25%, 09/01/2022			14.89%
CS First Boston Mortgage Securities Corp. Series 2002-1, 7.50%, 05/25/2032			12.53%
Freddie Mac Series 2876, 5.50%, 10/15/2034			9.11%
Fannie Mae Series 2002-93 CB, 5.25%, 10/25/2030			8.07%
Freddie Mac Series 2833, 5.50%, 12/15/2031			8.06%
C R Bard, Inc. 6.70%, 12/01/2026			7.79%
Hoechst Celanese Corp. 7.125%, 03/15/2009			4.18%
DLJ Commercial Mortgage Corp. Series 1998-CG1 AB, 6.41%, 06/10/2031			2.76%
GMAC 6.75%, 01/15/2006			2.69%
Freddie Mac Series 2649KA, 4.50%, 07/15/2018			2.57%

			72.65%

* Excludes Short-Term Investments

Quaker Fixed Income Fund QUFIX, QFIBX, QFICX, QFIIX


During the period ending June 30, 2005, the Class A shares* experienced a positive return of 5.39% while the return for the Lehman Brothers Intermediate Aggregate Index was 5.40%. Over the past 12 months, the fixed income performance primarily benefited from several core positioning strategies:


	1.	Overweighting Mortgage-Backed Securities (MBS) versus the index and selected securities with extension protection. Over the past twelve months, the MBS sector outperformed all other sectors of the Lehman Brothers Intermediate Aggregate Index.

	2.	Increasing quality in the corporate sector of the portfolios, avoiding the BBB sector that has been hit hardest by the negative news of Ford and General Motors.

	3.	Utilizing a barbell strategy (short and long securities) for the Treasury sector of the market. This strategy outperformed a bullet or laddering strategy due to further flattening of the yield curve.

In ACM’s 2005 forecast piece, we developed several bullet points that summarize our market outlook for the year ahead. So far the market is on pace with most of these forecasts and we will continue to monitor and adjust the fund’s target asset allocation based on changes in our core forecasts. We continue to believe these forecasts are appropriate through the end of the year and include them for review purposes.


	•	The Fed will continue its current policy of “measured” rate increases during the first half of the year.

	•	Economic growth will average 3.5% to 4.0%.

	•	Inflationary pressures will rise moderately.

	•	The 10- year treasury will end the year in the 4.75% to 5.0% range.

	•	The short-end of the treasury curve will come under more pressure with the 2- year treasury rising 75 to 100 basis points.

	•	Accordingly, the yield curve will continue to flatten.

	•	MBS products will widen slightly and will outperform corporate debt obligations.

	•	High grade securities will outperform lower grade securities particularly in the second half of the year.

	•	There will be some nominal improvement in both the current account and budget deficits.

On the investment front, we will continue to position the fixed income fund with a slightly bearish slant, focusing on income and yield advantages vs. the stated benchmark and over-weighting asset classes that typically outperform in stable to rising interest rate environments (e.g. mortgage-backed securities and high premium callable agencies). With the recent flattening of the yield curve in the taxable fixed income market, we will begin to methodically unwind our barbell strategy when we feel either the Fed is poised to stop raising interest rates or we believe inflation is becoming a threat to the long end of the yield curve.

Robert P. Andres

Andres Capital Management


*	Class A performance shown is not reflective of sales charges. See Total Return Table on the next page for performance with sales charges.

20 2005 ANNUAL REPORT

Quaker Fixed Income Fund

Growth of a $10,000 Investment

November 25, 1996 (commencement of operations) to June 30, 2005

Average Annualized Total Return


													Commencement
													of operations
	One Year						Five Year						through 06/30/05

	with			without			with			without			with			without
	sales charge			sales charge			sales charge			sales charge			sales charge			sales charge

Class A (inception date 11/25/1996)		0.89	%		5.39	%		3.84	%		4.73	%		4.01	%		4.54	%

Class B (inception date 04/05/2001)		(0.38	)%		4.62	%		n/a			n/a			1.89	%		2.49	%

Class C (inception date 01/16/2001)		3.62	%		4.62	%		n/a			n/a			3.05	%		3.05	%

Class I (inception date 04/16/2001)		5.56	%		5.56	%		n/a			n/a			3.73	%		3.73	%

Lehman Brothers U.S. Intermediate Aggregate Index		n/a			5.40	%		n/a			6.90	%		n/a			6.34	%**


**	The Benchmark since inception returns are calculated since commencement of November 25, 1996 through June 30, 2003

The Lehman Brothers Intermediate Aggregate Index a comprehensive benchmark that measures the performance of intermediate maturity range (from 1 year up to, but not including, 10 years) of U.S. domestic, taxable, investment grade fixed rate government and corporate securities, mortgage pass-through securities, and asset-backed securities.

2005 ANNUAL REPORT 21

Expense Information

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including applicable sales charges and redemption fees; and (2) ongoing costs, including management fees, distribution (12b-1) fees and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The Example is based on an investment of $1,000 invested at the beginning of the (six-month) period and held for the entire period from January 1, 2005 through June 30, 2005.

Actual Expenses

The first section of each table below provides information about actual account values and actual expenses for each of the Funds. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the applicable line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example For Comparison Purposes

The second section of each table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund to other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.


				Beginning Account		Annualized Expense		Ending Account		Expenses Paid
				Value 1/01/05		Ratio For the Period		Value 6/30/05		During the Period*
Quaker Strategic Growth Fund

Actual Return Based on actual return of:
	Class A	3.17%		$	1,000.00		2.00%	$	1,031.70	$	10.08
	Class B	2.84%			1,000.00		2.75%		1,028.40		13.83
	Class C	2.85%			1,000.00		2.75%		1,028.50		13.83
	Class I	3.32%			1,000.00		1.75%		1,033.20		8.82

Hypothetical Return Based on assumed 5% return
	Class A				1,000.00		2.00%		1,015.00		9.99
	Class B				1,000.00		2.75%		1,011.25		13.71
	Class C				1,000.00		2.75%		1,011.25		13.71
	Class I				1,000.00		1.75%		1,016.25		8.75

Quaker Core Equity Fund

Actual Return Based on actual return of:
	Class A	(2.38	)%		1,000.00		2.03%		976.20		9.95
	Class B	(2.72	)%		1,000.00		2.78%		972.80		13.60
	Class C	(2.73	)%		1,000.00		2.78%		972.70		13.60
	Class I	(2.22	)%		1,000.00		1.78%		977.80		8.73

22 2005 ANNUAL REPORT


				Beginning Account		Annualized Expense		Ending Account		Expenses Paid
				Value 1/01/05		Ratio For the Period		Value 6/30/05		During the Period*
Quaker Core Equity Fund (Continued)

Hypothetical Return Based on assumed 5% return
	Class A			$	1,000.00		2.03%	$	1,014.85	$	10.14
	Class B				1,000.00		2.78%	��	1,011.10		13.86
	Class C				1,000.00		2.78%		1,011.10		13.86
	Class I				1,000.00		1.78%		1,016.10		8.90

Quaker Small-Cap Growth Fund

Actual Return Based on actual return of:
	Class A	1.93%			1,000.00		2.03%		1,019.30		10.16
	Class B	1.55%			1,000.00		2.78%		1,015.50		13.89
	Class C	1.54%			1,000.00		2.78%		1,015.40		13.89
	Class I	2.09%			1,000.00		1.78%		1,020.90		8.92

Hypothetical Return Based on assumed 5% return
	Class A				1,000.00		2.03%		1,014.85		10.14
	Class B				1,000.00		2.78%		1,011.10		13.86
	Class C				1,000.00		2.78%		1,011.10		13.86
	Class I				1,000.00		1.78%		1,016.10		8.90

Quaker Capital Opportunities Fund

Actual Return Based on actual return of:
	Class A	1.99%			1,000.00		1.80%		1,019.90		9.01
	Class B	1.65%			1,000.00		2.55%		1,016.50		12.75
	Class C	1.65%			1,000.00		2.55%		1,016.50		12.75

Hypothetical Return Based on assumed 5% return
	Class A				1,000.00		1.80%		1,016.00		9.00
	Class B				1,000.00		2.55%		1,012.25		12.72
	Class C				1,000.00		2.55%		1,012.25		12.72

Quaker Biotech Pharma-Healthcare Fund

Actual Return Based on actual return of:
	Class A	(3.00	)%		1,000.00		2.38%		970.00		11.63
	Class B	(3.37	)%		1,000.00		3.13%		966.30		15.26
	Class C	(3.37	)%		1,000.00		3.13%		966.30		15.26

Hypothetical Return Based on assumed 5% return
	Class A				1,000.00		2.38%		1,013.10		11.88
	Class B				1,000.00		3.13%		1,009.35		15.59
	Class C				1,000.00		3.13%		1,009.35		15.59

Quaker Small-Cap Trend Fund

Actual Return Based on actual return of:
	Class A	1.69%			1,000.00		2.14%		1,016.90		10.70
	Class C	1.14%			1,000.00		2.89%		1,011.40		14.41
	Class I	1.50%			1,000.00		1.89%		1,015.00		9.44

Hypothetical Return Based on assumed 5% return
	Class A				1,000.00		2.14%		1,014.30		10.69
	Class C				1,000.00		2.89%		1,010.55		14.41
	Class I				1,000.00		1.89%		1,015.55		9.45

2005 ANNUAL REPORT 23

Expense Information


				Beginning Account		Annualized Expense		Ending Account		Expenses Paid
				Value 1/01/05		Ratio For the Period		Value 6/30/05		During the Period*
Quaker Mid-Cap Value Fund

Actual Return Based on actual return of:
	Class A	(0.95	)%	$	1,000.00		1.53%	$	990.50	$	7.55
	Class B	(1.34	)%		1,000.00		2.28%		986.60		11.23
	Class C	(1.30	)%		1,000.00		2.28%		987.00		11.23
	Class I	(0.82	)%		1,000.00		1.28%		991.80		6.32

Hypothetical Return Based on assumed 5% return
	Class A				1,000.00		1.53%		1,017.35		7.65
	Class B				1,000.00		2.28%		1,013.60		11.38
	Class C				1,000.00		2.28%		1,013.60		11.38
	Class I				1,000.00		1.28%		1,018.60		6.41

Quaker Small-Cap Value Fund

Actual Return Based on actual return of:
	Class A	1.31%			1,000.00		2.07%		1,013.10		10.35
	Class B	0.92%			1,000.00		2.82%		1,009.20		14.05
	Class C	1.00%			1,000.00		2.82%		1,010.00		14.05
	Class I	1.45%			1,000.00		1.82%		1,014.50		9.09

Hypothetical Return Based on assumed 5% return
	Class A				1,000.00		2.07%		1,014.65		10.34
	Class C				1,000.00		2.82%		1,010.90		14.06
	Class C				1,000.00		2.82%		1,010.90		14.06
	Class I				1,000.00		1.82%		1,015.90		9.10

Geewax Terker Core Value Fund

Actual Return Based on actual return of:
	Class A	0.08%			1,000.00		1.02%		1,000.80		5.06

Hypothetical Return Based on assumed 5% return
	Class A				1,000.00		1.02%		1,019.90		5.11

Quaker Fixed Income Fund

Actual Return Based on actual return of:
	Class A	2.23%			1,000.00		1.53%		1,022.30		7.67
	Class B	1.75%			1,000.00		2.28%		1,017.50		11.41
	Class C	1.86%			1,000.00		2.28%		1,018.60		11.41
	Class I	2.37%			1,000.00		1.28%		1,023.70		6.42

Hypothetical Return Based on assumed 5% return
	Class A				1,000.00		1.53%		1,017.35		7.65
	Class B				1,000.00		2.28%		1,013.60		11.38
	Class C				1,000.00		2.28%		1,013.60		11.38
	Class I				1,000.00		1.28%		1,018.60		6.41


*	Expenses are equal to the Fund’s annualized six-month expense ratios multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (181) divided by 365 to reflect the one-half year period.

24 2005 ANNUAL REPORT

Schedule of Investments

Quaker Strategic Growth Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks — 69.54%

Basic Materials — 4.15%
Chemicals — 0.53%
The Mosaic Co. (a)		221,300	$	3,443,428

Mining — 3.62%
BHP Billiton Ltd. ADR		221,443		6,045,394
Inco Ltd.		147,100		5,553,025
Phelps Dodge Corp.		52,600		4,865,500
Rio Tinto PLC ADR		56,800		6,925,056

				23,388,975

Total Basic Materials (Cost $27,928,686)				26,832,403

Communications — 1.53%
Telecommunications — 1.53%
America Movil SA de CV ADR		106,600		6,354,426
NII Holdings, Inc. (a)		55,400		3,542,276

Total Communications (Cost $8,533,848)				9,896,702

Consumer, Cyclical — 4.61%
Entertainment & Leisure — 2.43%
Carnival Corp.		141,600		7,724,280
Gtech Holdings Corp.		271,900		7,950,356

				15,674,636

Retail — 2.18%
Limited Brands, Inc.		223,679		4,791,204
Pacific Sunwear of California, Inc. (a)		403,400		9,274,166

				14,065,370

Total Consumer, Cyclical (Cost $27,895,833)				29,740,006

Energy — 16.38%
Oil & Gas — 16.38%
Apache Corp.		170,200		10,994,920
Cimarex Energy Co. (a)		346,400		13,478,424
Devon Energy Corp.		144,900		7,343,532
GlobalSantaFe Corp.		238,300		9,722,640
Helmerich & Payne, Inc.		117,600		5,517,792
Kerr-McGee Corp.		52,428		4,000,781
Nabors Industries Ltd. (a)		142,900		8,662,598
Patterson-UTI Energy, Inc.		447,300		12,448,359
Petro-Canada ADR		101,100		6,585,654
Plains Exploration & Production Co. (a)		270,100		9,596,653
Pogo Producing Co.		136,600		7,092,272
Warren Resources, Inc.		357,143		3,732,144
XTO Energy, Inc.		194,100		6,597,459

Total Energy (Cost $89,100,658)				105,773,228

Financial — 9.60%
Financial Services — 4.11%
CIT Group, Inc.		206,200		8,860,414
Merrill Lynch & Co., Inc.		135,800		7,470,358
Sanders Morris Harris Group, Inc.		594,700		10,228,840

				26,559,612

Insurance — 5.49%
Allstate Corp.		56,100		3,351,975
American Equity Investment Life Holding Co.		631,600		7,503,408
Genworth Financial, Inc.		212,900		6,435,967
Infinity Property & Casualty Corp.		243,400		8,489,792
St. Paul Travelers Cos., Inc.		244,000		9,645,320

				35,426,462

Total Financial (Cost $56,496,812)				61,986,074

Healthcare — 19.78%
Biotechnology — 0.50%
Genitope Corp. (a)		249,476		3,203,272

Healthcare — Products — 0.58%
Boston Scientific Corp. (a)		138,900		3,750,300

Healthcare — Services — 16.25%
Coventry Health Care, Inc. (a)		239,700		16,958,775
Health Management Associates, Inc.		472,978		12,382,564
Laboratory Corporation of America Holdings (a)		186,400		9,301,360
Manor Care, Inc.		332,700		13,218,171
Pacificare Health Systems, Inc. (a)		180,500		12,896,725
Pediatrix Medical Group, Inc. (a)		175,200		12,884,208
Triad Hospitals, Inc. (a)		270,100		14,758,264
WellPoint, Inc. (a)		180,600		12,576,984

				104,977,051

Pharmaceuticals — 2.45%
Pfizer, Inc.		111,000		3,061,380
Wyeth		287,100		12,775,950

				15,837,330

Total Healthcare (Cost $107,738,792)				127,767,953

Industrial — 9.37%
Aerospace & Defense — 4.67%
General Dynamics Corp.		161,000		17,635,940
Raytheon Co.		319,700		12,506,664

				30,142,604

Electronics — 1.95%
Fisher Scientific International, Inc. (a)		194,100		12,597,090

Engineering & Construction — 1.32%
Shaw Group, Inc. (a)		394,750		8,491,073

Environmental Control — 1.43%
American Ecology Corp.		517,595		9,264,951

Total Industrial (Cost $50,007,888)				60,495,718

Technology — 1.90%
Computer Software & Services — 1.90%
Fiserv, Inc. (a)		159,900		6,867,705
Nestor, Inc. (a)		898,100		5,388,600

Total Technology (Cost $10,124,397)				12,256,305

2005 ANNUAL REPORT 25

Schedule of Investments

Quaker Strategic Growth Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks (Continued)

Utilities — 2.22%
Electric — 2.22%
Allegheny Energy, Inc. (a)		568,900	$	14,347,658

Total Utilities (Cost $8,490,811)				14,347,658

Total Common Stocks (Cost $386,317,725)			$	449,096,047


Foreign Common Stocks — 0.15%

Canada — 0.15%
Commercial Services — 0.15%
Intermap Technologies Corp. (a)		282,900		981,663

Total Canada (Cost $1,641,731)				981,663

Total Foreign Common Stocks (Cost $1,641,731)			$	981,663


Preferred Stocks — 0.44%

Consumer, Non-cyclical — 0.44%
Household Products — 0.44%
Ronco Corp. (a)(b)		760,000		2,865,200

Total Consumer, Non-cyclical (Cost $2,865,200)				2,865,200

Total Preferred Stocks (Cost $2,865,200)			$	2,865,200


Short Term Investments — 21.36%

Money Market Funds — 21.36%
Merrill Lynch Master EBP Repo Money Market Fund		137,955,749	$	137,955,749

Total Short Term Investments (Cost $137,955,749)			$	137,955,749

Total Investments (Cost $528,780,405) — 91.49%			$	590,898,659

Other Assets in Excess of Liabilities, Net 8.51%				54,943,244

Total Net Assets — 100.00%			$	645,841,903


	Number		Market
Schedule of Securities Sold Short	of Shares		Value
Common Stocks — 0.64%

Affymetrix, Inc. (a)		32,600	$	1,758,118
Mercury Interactive Corp. (a)		26,800		1,028,048
Polaris Industries, Inc.		25,400		1,371,600

Total Common Stocks (Proceeds $4,401,634)			$	4,157,766

Total Securities Sold Short (Proceeds $4,401,634)			$	4,157,766

ADR American Depository Receipt


(a)	Non-income producing security

(b)	Restricted security acquired on June 24, 2005 at a cost of $2,865,200. Since market quotations are not readily available for this security, it was valued at fair value as determined by the Adviser using procedures approved by the Board of Trustees. The total fair value of such securities at June 30, 2005 is $2,865,200, which represents 0.44% of total net assets.

The accompanying notes are an integral part of the financial statements.

26 2005 ANNUAL REPORT

Schedule of Investments

Quaker Core Equity Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks — 98.43%

Basic Materials — 3.60%
Chemicals — 2.67%
The Dow Chemical Co.		3,100	$	138,043
Hercules, Inc. (a)		2,500		35,375
Lyondell Chemical Co.		5,000		132,100

				305,518

Iron & Steel Production — 0.93%
United States Steel Corp.		3,100		106,547

Total Basic Materials (Cost $547,787)				412,065

Communications — 8.84%
Advertising — 1.87%
Ventiv Health, Inc. (a)		11,100		214,008

Multimedia — 2.65%
Comcast Corp. (a)		6,900		211,830
Viacom, Inc.		2,855		91,988

				303,818

Telecommunications — 4.32%
Avaya, Inc. (a)		3,200		26,624
Cisco Systems, Inc. (a)		23,500		449,085
Ditech Communications Corp. (a)		3,000		19,470

				495,179

Total Communications (Cost $1,253,301)				1,013,005

Consumer, Cyclical — 21.71%
Distribution & Wholesale — 1.01%
Wesco International, Inc. (a)		3,700		116,106

Home Builders — 2.12%
Pulte Homes, Inc.		1,200		101,100
Toll Brothers, Inc. (a)		1,400		142,170

				243,270

Lodging — 2.54%
Boyd Gaming Corp.		2,500		127,825
Station Casinos, Inc.		600		39,840
Wynn Resorts Ltd. (a)		2,600		122,902

				290,567

Retail — 16.04%
America’s Car-Mart, Inc. (a)		4,200		94,542
Cash America International, Inc.		5,150		103,618
Claire’s Stores, Inc.		3,990		95,959
CVS Corp.		4,200		122,094
Darden Restaurants, Inc.		3,000		98,940
Dollar Tree Stores, Inc. (a)		2,000		48,000
Lowe’s Companies, Inc.		3,250		189,215
MSC Industrial Direct Co., Inc.		1,700		57,375
Pantry, Inc. (a)		2,700		104,571
Staples, Inc.		3,600		76,752
Target Corp.		3,700		201,317
Walgreen Co.		1,100		50,589
Wal-Mart Stores, Inc.		6,395		308,239
Wendy’s International, Inc.		6,000		285,900

				1,837,111

Total Consumer, Cyclical (Cost $2,222,493)				2,487,054

Consumer, Non-cyclical — 9.75%
Commercial Services — 1.08%
Aaron Rents, Inc.		5,000		124,450

Cosmetics & Toiletries — 2.95%
Procter & Gamble Co.		6,400		337,600

Food & Beverages — 2.40%
Del Monte Foods Co. (a)		3,700		39,849
PepsiCo, Inc.		4,360		235,135

				274,984

Household Products — 3.32%
Fortune Brands, Inc.		2,400		213,120
Jarden Corp. (a)		1,530		82,497
Spectrum Brands, Inc.		1,580		52,140
The Yankee Candle Co., Inc.		1,000		32,100

				379,857

Total Consumer, Non-cyclical (Cost $1,003,243)				1,116,891

Energy — 7.25%
Oil & Gas — 5.29%
Callon Petroleum Co. (a)		4,500		66,510
Edge Petroleum Corp. (a)		3,700		57,794
Enterprise Products Partners LP		1,000		26,790
KCS Energy, Inc. (a)		3,500		60,795
Penn Virginia Corp.		1,400		62,538
Valero Energy Corp.		3,000		237,330
Whiting Petroleum Corp.		2,600		94,406

				606,163

Oil & Gas Services — 1.96%
Halliburton Co.		4,700		224,754

Total Energy (Cost $590,829)				830,917

Financial — 8.14%
Financial Services — 6.35%
Bear Stearns Cos., Inc.		1,600		166,304
Capital One Financial Corp.		1,500		120,015
Friedman Billings Ramsey Group REIT, Inc.		1,500		21,450
Goldman Sachs Group, Inc.		3,400		346,868
MBNA Corp.		2,800		73,248

				727,885

Insurance — 1.09%
Prudential Financial, Inc.		1,900		124,754

Real Estate — 0.70%
Capital Trust, Inc.		2,400		80,184

Total Financial (Cost $874,597)				932,823

2005 ANNUAL REPORT 27

Schedule of Investments

Quaker Core Equity Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks (Continued)

Healthcare — 11.02%
Biotechnology — 1.01%
United Therapeutics Corp. (a)		2,400	$	115,680

Healthcare — Products — 1.17%
Beckman Coulter, Inc.		1,400		88,998
Johnson & Johnson		700		45,500

				134,498

Healthcare — Services — 5.09%
Aetna, Inc.		1,890		156,530
Coventry Health Care, Inc. (a)		1,600		113,200
UnitedHealth Group, Inc.		6,000		312,840

				582,570

Pharmaceuticals — 3.75%
Kos Pharmaceuticals, Inc. (a)		1,700		111,350
Pfizer, Inc.		11,540		318,273

				429,623

Total Healthcare (Cost $1,216,052)				1,262,371

Industrial — 17.04%
Aerospace & Defense — 1.43%
Raytheon Co.		4,200		164,304

Electronics — 0.85%
Fisher Scientific International, Inc. (a)		1,500		97,350

Machinery — Diversified — 1.23%
Rockwell Automation, Inc.		2,900		141,259

Miscellaneous Manufacturing — 12.77%
3M Co.		1,500		108,450
Barnes Group, Inc.		2,710		89,701
Dover Corp.		4,300		156,434
General Electric Co.		19,740		683,991
Illinois Tool Works, Inc.		1,800		143,424
Leggett & Platt, Inc.		4,100		108,978
Roper Industries, Inc.		1,130		80,648
Textron, Inc.		1,200		91,020

				1,462,646

Packaging & Containers — 0.16%
Ball Corp.		500		17,980

Transportation — 0.60%
Kirby Corp. (a)		1,520		68,552

Total Industrial (Cost $1,980,878)				1,952,091

Technology — 11.08%
Computer Software & Services — 4.00%
Microsoft Corp.		18,440		458,050

Computers — 5.34%
Dell, Inc. (a)		11,500		454,365
EMC Corp. (a)		11,500		157,665

				612,030

Semiconductors — 1.74%
Intel Corp.		7,650		199,359

Total Technology (Cost $1,216,055)				1,269,439

Total Common Stocks (Cost $10,905,235)			$	11,276,656


Equity Funds — 0.32%

Equity Funds — 0.32%
NASDAQ 100 Trust Series I		1,000		36,790

Total Equity Funds (Cost $38,309)			$	36,790


Short Term Investments — 2.14%

Money Market Funds — 2.14%
Evergreen Institutional Money Market Fund		244,970	$	244,970

Total Short Term Investments (Cost $244,970)			$	244,970

Total Investments (Cost $11,188,514) — 100.89%			$	11,558,416

Liabilities in Excess of Other Assets, Net (0.89)%				(101,650	)

Total Net Assets — 100.00%			$	11,456,766


(a)	Non-income producing security

The accompanying notes are an integral part of the financial statements.

28 2005 ANNUAL REPORT

Schedule of Investments

Quaker Small-Cap Growth Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks — 90.27%

Basic Materials — 0.65%
Chemicals — 0.65%
Hercules, Inc. (a)		1,500	$	21,225

Total Basic Materials (Cost $21,042)				21,225

Communications — 5.64%
Advertising — 2.04%
Ventiv Health, Inc. (a)		3,460		66,708

Internet Software Services — 1.15%
Jupitermedia Corp. (a)		2,200		37,686

Multimedia — 0.60%
Thomas Nelson, Inc.		900		19,584

Telecommunications — 1.85%
Anixter International, Inc. (a)		1,270		47,206
Ditech Communications Corp. (a)		2,000		12,980

				60,186

Total Communications (Cost $206,345)				184,164

Consumer, Cyclical — 31.75%
Auto Manufacturers — 1.44%
Oshkosh Truck Corp.		600		46,968

Distribution & Wholesale — 4.64%
Central European Distribution Corp. (a)		1,270		47,409
Hughes Supply, Inc.		1,040		29,224
Wesco International, Inc. (a)		2,390		74,998

				151,631

Entertainment & Leisure — 3.91%
Bluegreen Corp. (a)		600		10,446
Penn National Gaming, Inc. (a)		1,580		57,670
Scientific Games Corp. (a)		2,000		53,860
Vail Resorts, Inc. (a)		200		5,620

				127,596

Food & Beverages — 0.68%
Centerplate, Inc.		1,730		22,057

Lodging — 5.78%
Boyd Gaming Corp.		2,200		112,486
Gaylord Entertainment Co. (a)		1,640		76,244

				188,730

Retail — 12.77%
Aeropostale, Inc. (a)		1,700		57,120
American Eagle Outfitters, Inc.		800		24,520
America’s Car-Mart, Inc. (a)		2,250		50,648
Cash America International, Inc.		1,830		36,820
CKE Restaurants, Inc.		2,100		29,232
Claire’s Stores, Inc.		950		22,847
Dollar Tree Stores, Inc. (a)		1,000		24,000
O Charleys, Inc. (a)		3,500		61,810
Pantry, Inc. (a)		2,200		85,206
Red Robin Gourmet Burgers, Inc. (a)		400		24,792

				416,995

Storage & Warehousing — 2.53%
Mobile Mini, Inc. (a)		2,400		82,752

Total Consumer, Cyclical (Cost $831,723)				1,036,729

Consumer, Non-cyclical — 7.18%
Commercial Services — 2.66%
Aaron Rents, Inc.		1,025		25,512
Ace Cash Express, Inc. (a)		2,400		61,344

				86,856

Household Products — 4.52%
Jarden Corp. (a)		550		29,656
Spectrum Brands, Inc. (a)		2,400		79,200
The Yankee Candle Co., Inc.		1,200		38,520

				147,376

Total Consumer, Non-cyclical (Cost $230,238)				234,232

Energy — 13.96%
Oil & Gas — 13.96%
Callon Petroleum Co. (a)		5,700		84,246
Edge Petroleum Corp. (a)		1,800		28,116
Frontier Oil Corp.		1,400		41,090
Holly Corp.		700		32,669
Houston Exploration Co. (a)		500		26,525
Penn Virginia Corp.		1,000		44,670
Plains Exploration & Production Co. (a)		1,650		58,625
Range Resources Corp.		1,100		29,590
Whiting Petroleum Corp. (a)		1,290		46,840
XTO Energy, Inc.		1,866		63,425

Total Energy (Cost $330,109)				455,796

Financial — 12.13%
Financial Services — 5.44%
Asta Funding, Inc.		3,000		83,340
Encore Capital Group, Inc. (a)		1,930		32,810
Marlin Business Services Corp. (a)		3,060		61,506

				177,656

Insurance — 1.67%
Argonaut Group, Inc. (a)		1,000		23,090
Ohio Casualty Corp.		1,300		31,434

				54,524

Investment Companies — 0.66%
American Capital Strategies, Ltd.		600		21,666

Real Estate — 4.36%
Capital Trust, Inc.		2,890		96,555
Equity Inns, Inc.		1,500		19,950
New Century Financial Corp.		500		25,725

				142,230

Total Financial (Cost $329,194)				396,076

2005 ANNUAL REPORT 29

Schedule of Investments

Quaker Small-Cap Growth Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks (Continued)

Healthcare — 7.70%
Healthcare — Products — 2.77%
The Cooper Companies, Inc.		116	$	7,060
Genesis Healthcare Corp. (a)		1,800		83,304

				90,364

Healthcare — Services — 4.93%
Beverly Enterprises, Inc. (a)		3,200		40,768
Lifepoint Hospitals, Inc. (a)		1,100		55,572
Sunrise Senior Living, Inc. (a)		1,200		64,776

				161,116

Total Healthcare (Cost $224,657)				251,480

Industrial — 10.23%
Aerospace & Defense — 0.95%
Orbital Sciences Corp. (a)		3,120		30,888

Electronics — 1.75%
Brady Corp.		1,000		31,000
Dionex Corp. (a)		600		26,166

				57,166

Machinery — Diversified — 6.10%
Idex Corp.		2,250		86,873
Middleby Corp. (a)		500		26,430
Westinghouse Air Brake Technologies Corp.		4,000		85,920

				199,223

Miscellaneous Manufacturing — 1.43%
Acuity Brands, Inc.		100		2,569
Barnes Group, Inc.		620		20,522
Trinity Industries, Inc.		740		23,702

				46,793

Total Industrial (Cost $308,599)				334,070

Technology — 1.03%
Computer Software & Services — 0.64%
Per-Se Technologies, Inc. (a)		1,000		21,020

Computers — 0.39%
Ciber, Inc. (a)		1,600		12,768

Total Technology (Cost $33,018)				33,788

Total Common Stocks (Cost $2,514,925)			$	2,947,560


Equity Funds — 8.83%

Equity Fund — 8.83%
NASDAQ 100 Trust Series I		4,000		147,160
streetTRACKS Series Trust		3,000		141,090

Total Equity Funds (Cost $296,145)			$	288,250


Short Term Investments — 1.00%

Money Market Funds — 1.00%
Evergreen Institutional Money Market Fund		32,801	$	32,801

Total Short Term Investments (Cost $32,801)			$	32,801

Total Investments (Cost $2,843,871) — 100.10%			$	3,268,611

Liabilities in Excess of Other Assets, Net (0.10)%				(3,151	)

Total Net Assets — 100.00%			$	3,265,460


(a)	Non-income producing security

The accompanying notes are an integral part of the financial statements.

30 2005 ANNUAL REPORT

Schedule of Investments

Quaker Capital Opportunities Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks — 97.40%

Basic Materials — 3.25%
Chemicals — 3.25%
Praxair, Inc.		17,500	$	815,500

Total Basic Materials (Cost $822,239)				815,500

Communications — 4.42%
Multimedia — 2.03%
Comcast Corp. (a)(b)		17,000		509,150

Telecommunications — 2.39%
3Com Corp. (a)		165,000		600,600

Total Communications (Cost $1,170,929)				1,109,750

Consumer, Cyclical — 19.61%
Home Builders — 13.32%
Centex Corp.		15,000		1,060,050
Lennar Corp.		16,000		1,015,200
Pulte Homes, Inc.		15,000		1,263,750

				3,339,000

Retail — 6.29%
Lowe’s Companies, Inc.		12,000		698,640
Petco Animal Supplies, Inc. (a)		30,000		879,600

				1,578,240

Total Consumer, Cyclical (Cost $4,717,848)				4,917,240

Consumer, Non-cyclical — 11.05%
Commercial Services — 6.91%
Pharmaceutical Product Development, Inc. (a)		26,000		1,218,360
PHH Corp. (a)(b)		20,000		514,400

				1,732,760

Food & Beverages — 4.14%
Diageo PLC ADR (b)		17,500		1,037,750

Total Consumer, Non-cyclical (Cost $2,325,131)				2,770,510

Energy — 8.34%
Oil & Gas — 8.34%
Chesapeake Energy Corp. (b)		38,000		866,400
ConocoPhillips (b)		8,000		459,920
XTO Energy, Inc. (b)		22,500		764,775

Total Energy (Cost $1,645,174)				2,091,095

Financial — 8.87%
Insurance — 2.37%
St. Paul Travelers Cos., Inc. (b)		15,000		592,950

Real Estate — 6.50%
The St. Joe Co. (b)		20,000		1,630,800

Total Financial (Cost $1,559,273)				2,223,750

Healthcare — 29.87%
Biotechnology — 7.19%
Celgene Corp. (a)		23,500		958,095
Illumina, Inc. (a)		70,000		844,900

				1,802,995

Healthcare — Products — 3.00%
Edwards Lifesciences Corp. (a) (b)		17,500		752,850

Healthcare — Services — 8.63%
Covance, Inc. (a)		25,000		1,121,750
UnitedHealth Group, Inc.		20,000		1,042,800

				2,164,550

Pharmaceuticals — 11.05%
Cephalon, Inc. (a)		25,000		995,250
Express Scripts, Inc. (a)		15,000		749,700
Sanofi-Aventis ADR		25,000		1,024,750

				2,769,700

Total Healthcare (Cost $6,990,011)				7,490,095

Industrial — 10.76%
Machinery — Diversified — 3.40%
Rockwell Automation, Inc.		17,500		852,425

Miscellaneous Manufacturing — 7.36%
Danaher Corp.		18,250		955,205
Roper Industries, Inc.		12,500		892,125

				1,847,330

Total Industrial (Cost $2,688,759)				2,699,755

Technology — 1.23%
Computer Software & Services — 1.23%
Novell, Inc. (a)		50,000		310,000

Total Technology (Cost $336,500)				310,000

Total Common Stocks (Cost $22,255,864)			$	24,427,695

2005 ANNUAL REPORT 31

Schedule of Investments

Quaker Capital Opportunities Fund

June 30, 2005


				Market
		Contracts*		Value
Call Options — 1.01%

Chesapeake Energy Corp. Expiration: July, 2005, Exercise Price: $20.00 (a)			200	$	58,000
Medco Health Solutions, Inc. Expiration: July, 2005, Exercise Price: $50.00 (a)			300		108,000
Total Fina Elf Expiration: August, 2005, Exercise Price: $115.00 (a)			50		20,500
	Expiration: November, 2005, Exercise Price: $115.00 (a)		10		6,400
	Expiration: July, 2005, Exercise Price: $120.00 (a)		65		1,625
XTO Energy, Inc. Expiration: July, 2005, Exercise Price: $30.00 (a)			150		58,500

Total Call Options (Cost $279,542)				$	253,025


	Number
	of Shares
Short Term Investments — 1.20%

Money Market Funds — 1.20%
Fidelity Institutional Cash Portfolios Fund		149,961	$	149,961
Merrill Lynch Master EBP Repo Money Market Fund		149,961		149,961

Total Short Term Investments (Cost $299,922)			$	299,922

Total Investments (Cost $22,835,328) — 99.61%			$	24,980,642

Other Assets in Excess of Liabilities, Net 0.39%				97,620

Total Net Assets — 100.00%			$	25,078,262


			Market
	Contracts*		Value
Call Options — 2.45%

Chesapeake Energy Corp. Expiration: October, 2005, Exercise Price: $20.00 (a)		380	$	136,800
Comcast Corp. Expiration: January, 2007, Exercise Price: $35.00 (a)		170		30,600
ConocoPhillips Expiration: November, 2005, Exercise Price: $62.50 (a)		25		4,625
Diageo PLC Expiration: October, 2005, Exercise Price: $60.00 (a)		175		22,750
Edwards LifeSciences Corp. Expiration: November, 2005, Exercise Price: $45.00 (a)		175		26,250
PHH Corp. Expiration: November, 2005, Exercise Price: $25.00 (a)		200		54,000
St. Paul Travelers Cos., Inc. Expiration: January, 2006, Exercise Price: $35.00 (a)		50		27,000
The St. Joe Co. Expiration: January, 2006, Exercise Price: $75.00 (a)		170		185,300
XTO Energy, Inc. Expiration: November, 2005, Exercise Price: $30.00 (a)		225		126,000

				613,325

Total Options Written (Premiums received $431,260)			$	613,325

ADR American Depository Receipt


(a)	Non-income producing security

(b)	Portion of the security is pledged as collateral for options written.

*	One option contract is equivalent to one hundred shares of common stock.

The accompanying notes are an integral part of the financial statements.

32 2005 ANNUAL REPORT

Schedule of Investments

Quaker Biotech Pharma-Healthcare Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks — 73.42%

Healthcare — 73.42%
Biotechnology — 65.47%
Alexion Pharmaceuticals, Inc. (a)		29,670	$	683,597
Amgen, Inc. (a)		21,210		1,282,357
Amylin Pharmaceuticals, Inc. (a)		66,830		1,398,752
Anadys Pharmaceuticals, Inc. (a)		32,610		298,708
Ariad Pharmaceuticals, Inc. (a)		42,300		281,718
Celgene Corp. (a)		10,300		419,931
Cotherix, Inc. (a)		63,936		651,508
Critical Therapeutics, Inc. (a)		37,785		265,251
CV Therapeutics, Inc. (a)		29,000		650,180
Genzyme Corp. (a)		9,400		564,846
Gilead Sciences, Inc. (a)		11,000		483,890
Human Genome Sciences, Inc. (a)		53,700		621,846
Imclone Systems, Inc. (a)		17,500		541,975
InterMune, Inc. (a)		56,740		739,889
Medicines Co. (a)		35,040		819,585
MGI Pharma, Inc. (a)		40,400		879,104
Momenta Pharmaceuticals, Inc. (a)		30,700		606,939
Neurocrine Biosciences, Inc. (a)		21,630		909,758
Onyx Pharmaceuticals, Inc. (a)		29,400		702,072
Progenics Pharmaceuticals, Inc. (a)		21,400		446,404
Renovis, Inc. (a)		14,400		219,888

				13,468,198

Pharmaceuticals — 7.95%
King Pharmaceuticals, Inc. (a)		42,900		447,018
Mylan Laboratories, Inc.		20,500		394,420
Teva Pharmaceutical Industries Ltd. ADR		25,500		794,070

				1,635,508

Total Healthcare (Cost $14,392,689)				15,103,706

Total Common Stocks (Cost $14,392,689)			$	15,103,706


Foreign Common Stocks — 1.13%

Switzerland — 1.13%
Biotechnology — 1.13%
ARPIDA AG (a)		18,080		232,753

Total Switzerland (Cost $224,258)				232,753

Total Foreign Common Stocks (Cost $224,258)			$	232,753


			Market
	Contracts*		Value
Put Options — 0.11%

Amgen, Inc. Expiration: July, 2005, Exercise Price: $60.00 (a)		106	$	5,830
Genzyme Corp. Expiration: July, 2005, Exercise Price: $60.00 (a)		94		15,980

Total Put Options (Cost $21,775)			$	21,810


	Number
	of Shares
Short Term Investments — 14.19%

Money Market Funds — 14.19%
Merrill Lynch Master EBP Repo Money Market Fund		2,919,320	$	2,919,320

Total Short Term Investments (Cost $2,919,320)			$	2,919,320

Total Investments (Cost $17,558,042) — 88.85%			$	18,277,589

Other Assets in Excess of Liabilities, Net 11.15%				2,293,288

Total Net Assets — 100.00%			$	20,570,877


	Number
Schedule of Securities Sold Short	of Shares
Common Stocks — 4.75%

Cephalon, Inc. (a)		9,000	$	358,290
Encysive Pharmaceuticals, Inc. (a)		19,000		205,390
Medimmune, Inc. (a)		15,500		414,160

Total Common Stocks (Proceeds $1,037,019)			$	977,840


Equity Funds — 4.49%

iShares Nasdaq Biotechnology Index Fund (a)		13,600		923,440

Total Equity Funds (Proceeds $914,591)			$	923,440

Total Securities Sold Short (Proceeds $1,951,610)			$	1,901,280

ADR American Depository Receipt


(a)	Non-income producing security

*	One option contract is equivalent to one hundred shares of common stock.

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 33

Schedule of Investments

Quaker Small-Cap Trend Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks — 99.40%

Communications — 2.00%
Telecommunications — 2.00%
Black Box Corp.		2,700	$	95,580

Total Communications (Cost $117,812)				95,580

Consumer, Cyclical — 17.27%
Airlines — 2.35%
JetBlue Airways Corp. (a)		5,500		112,420

Home Builders — 5.67%
Monaco Coach Corp.		7,000		120,330
WCI Communities, Inc. (a)		4,700		150,541

				270,871

Home Furnishings — 2.39%
Ethan Allen Interiors, Inc.		3,400		113,934

Lodging — 2.30%
Aztar Corp. (a)		3,200		109,600

Retail — 4.56%
Barnes & Noble, Inc. (a)		3,000		116,400
CBRL Group, Inc.		2,600		101,036

				217,436

Total Consumer, Cyclical (Cost $781,196)				824,261

Consumer, Non-cyclical — 6.88%
Commercial Services — 4.41%
Arbitron, Inc.		2,300		98,670
Gevity HR, Inc.		1,900		38,057
Pharmaceutical Product Development, Inc. (a)		1,575		73,805

				210,532

Food & Beverages — 2.47%
Performance Food Group Co. (a)		3,900		117,819

Total Consumer, Non-cyclical (Cost $274,147)				328,351

Financial — 9.86%
Banks — 5.41%
Boston Private Financial Holdings, Inc.		3,900		98,280
Investors Financial Services Corp.		900		34,038
Wilmington Trust Corp.		3,500		126,035

				258,353

Financial Services — 3.85%
Cohen & Steers, Inc.		700		14,427
Waddell & Reed Financial, Inc.		4,200		77,700
WP Stewart & Company Ltd.		3,800		91,846

				183,973

Savings & Loans — 0.60%
BankAtlantic Bancorp, Inc.		1,500		28,425

Total Financial (Cost $472,012)				470,751

Healthcare — 28.66%
Biotechnology — 2.15%
Affymetrix, Inc. (a)		1,900		102,467

Healthcare — Products — 8.45%
Biosite, Inc. (a)		1,400		76,986
ICU Medical, Inc. (a)		2,746		88,339
PolyMedica Corp.		3,100		110,546
Zoll Medical Corp. (a)		5,000		127,250

				403,121

Healthcare — Services — 10.75%
Amerigroup Corp. (a)		3,600		144,720
Amsurg Corp. (a)		4,600		127,374
Centene Corp. (a)		2,000		67,160
Covance, Inc. (a)		1,000		44,870
Renal Care Group, Inc. (a)		2,800		129,080

				513,204

Pharmaceuticals — 7.31%
Accredo Health, Inc. (a)		2,900		131,660
Bradley Pharmaceuticals, Inc. (a)		3,700		39,775
Medicis Pharmaceutical Corp.		800		25,384
Priority Healthcare Corp. (a)		6,000		152,160

				348,979

Total Healthcare (Cost $1,109,755)				1,367,771

Industrial — 10.30%
Electrical Components & Equipment — 1.97%
Advanced Energy Industries, Inc. (a)		4,300		33,798
Intermagnetics General Corp. (a)		1,950		59,982

				93,780

Electronics — 6.88%
Benchmark Electronics, Inc. (a)		3,500		106,470
Molecular Devices Corp. (a)		5,000		108,150
Plexus Corp. (a)		8,000		113,840

				328,460

Transportation — 1.45%
Forward Air Corp.		2,450		69,261

Total Industrial (Cost $445,919)				491,501

Technology — 24.43%
Computer Software & Services — 4.21%
Advent Software, Inc. (a)		4,900		99,274
Cerner Corp. (a)		1,500		101,955

				201,229

Computers — 7.19%
BISYS Group, Inc. (a)		6,100		91,134
CACI International, Inc. (a)		1,900		120,004
Digimarc Corp. (a)		2,600		14,222
Mercury Computer Systems, Inc. (a)		4,300		117,691

				343,051

34 2005 ANNUAL REPORT

Quaker Small-Cap Trend Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks (Continued)

Semiconductors — 13.03%
Cabot Microelectronics Corp. (a)		3,200	$	92,768
Cree, Inc. (a)		3,600		91,692
DSP Group, Inc. (a)		4,000		95,480
Exar Corp. (a)		3,700		55,093
Lattice Semiconductor Corp. (a)		12,300		54,612
OmniVision Technologies, Inc. (a)		4,200		57,078
Photronics, Inc. (a)		5,300		123,702
Varian Semiconductor Equipment Associates, Inc. (a)		1,400		51,800

				622,225

Total Technology (Cost $1,075,212)				1,166,505

Total Common Stocks (Cost $4,276,053)			$	4,744,720


Short Term Investments — 0.48%

Money Market Funds — 0.48%
Merrill Lynch Master EBP Repo Money Market Fund		22,877	$	22,877

Total Short Term Investments (Cost $22,877)			$	22,877

Total Investments (Cost $4,298,930) — 99.88%			$	4,767,597

Other Assets in Excess of Liabilities, Net 0.12%				5,506

Total Net Assets — 100.00%			$	4,773,103


(a)	Non-income producing security

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 35

Schedule of Investments

Quaker Mid-Cap Value Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks — 98.47%

Basic Materials — 5.98%
Chemicals — 3.54%
Sherwin-Williams Co.		43,400	$	2,043,706

Iron & Steel Production — 2.44%
Steel Dynamics, Inc.		53,800		1,412,250

Total Basic Materials (Cost $3,400,250)				3,455,956

Communications — 1.51%
Telecommunications — 1.51%
West Corp. (a)		22,700		871,680

Total Communications (Cost $726,157)				871,680

Consumer, Cyclical — 28.20%
Airlines — 2.57%
Skywest, Inc.		81,800		1,487,124

Apparel — 3.02%
Quiksilver, Inc. (a)		109,000		1,741,820

Auto Manufacturers — 3.12%
Oshkosh Truck Corp.		23,000		1,800,440

Auto Parts & Equipment — 4.40%
Borg Warner, Inc.		25,000		1,341,750
Johnson Controls, Inc.		21,300		1,199,829

				2,541,579

Home Builders — 9.67%
MDC Holdings, Inc.		27,000		2,220,750
Thor Industries, Inc.		31,250		982,187
Toll Brothers, Inc. (a)		23,500		2,386,425

				5,589,362

Lodging — 2.22%
Harrahs Entertainment, Inc.		17,800		1,282,846

Retail — 3.20%
American Eagle Outfitters, Inc.		60,400		1,851,260

Total Consumer, Cyclical (Cost $14,395,039)				16,294,431

Consumer, Non-cyclical — 5.35%
Commercial Services — 5.35%
Adesa, Inc.		47,000		1,023,190
H & R Block, Inc.		35,500		2,071,425

Total Consumer, Non-cyclical (Cost $2,881,797)				3,094,615

Energy — 11.26%
Oil & Gas — 5.24%
Houston Exploration Co. (a)		32,800		1,740,040
Kinder Morgan, Inc.		15,450		1,285,440

				3,025,480

Oil & Gas Services — 6.02%
Lone Star Technologies, Inc. (a)		29,800		1,355,900
Oil States International, Inc. (a)		84,400		2,124,348

				3,480,248

Total Energy (Cost $5,807,878)				6,505,728

Financial — 20.69%
Banks — 6.28%
City National Corp.		16,600		1,190,386
Marshall & Ilsley Corp.		27,400		1,217,930
Zions Bancorp		16,600		1,220,598

				3,628,914

Insurance — 14.41%
First American Corp.		32,300		1,296,522
Philadelphia Consolidated Holding Corp. (a)		12,000		1,017,120
Protective Life Corp.		46,200		1,950,564
Reinsurance Group America, Inc.		20,000		930,200
Universal American Financial Corp. (a)		52,233		1,181,510
W.R. Berkley Corp.		54,600		1,948,128

				8,324,044

Total Financial (Cost $11,096,901)				11,952,958

Healthcare — 8.65%
Healthcare — Services — 8.65%
Coventry Health Care, Inc. (a)		25,300		1,789,975
Humana, Inc. (a)		51,000		2,026,740
Quest Diagnostics, Inc.		22,200		1,182,594

Total Healthcare (Cost $4,654,556)				4,999,309

Industrial — 10.45%
Aerospace & Defense — 4.42%
Armor Holdings, Inc. (a)		34,000		1,346,740
Engineered Support Systems, Inc.		33,700		1,207,471

				2,554,211

Electronics — 2.07%
Amphenol Corp.		29,750		1,195,058

Hand & Machine Tools — 3.96%
Black & Decker Corp.		14,000		1,257,900
The Stanley Works		22,700		1,033,758

				2,291,658

Total Industrial (Cost $5,743,012)				6,040,927

Technology — 4.34%
Computer Software & Services — 2.30%
Check Point Software Technologies Ltd. (a)		67,000		1,326,600

Computers — 2.04%
Computer Sciences Corp. (a)		27,000		1,179,900

Total Technology (Cost $2,622,014)				2,506,500

36 2005 ANNUAL REPORT

Quaker Mid-Cap Value Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks (Continued)

Utilities — 2.04%
Gas — 2.04%
Sempra Energy		28,500	$	1,177,335

Total Utilities (Cost $1,151,346)				1,177,335

Total Common Stocks (Cost $52,478,950)			$	56,899,439


Short Term Investments — 3.37%

Money Market Funds — 3.37%
Evergreen Institutional Money Market Fund		973,389	$	973,389
Fidelity Institutional Cash Portfolios Fund		973,389		973,389

Total Short Term Investments (Cost $1,946,778)			$	1,946,778

Total Investments (Cost $54,425,728) — 101.84%			$	58,846,217

Liabilities in Excess of Other Assets, Net (1.84)%				(1,064,458	)

Total Net Assets — 100.00%			$	57,781,759


(a)	Non-income producing security

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 37

Schedule of Investments

Quaker Small-Cap Value Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks — 98.53%

Basic Materials — 3.57%
Chemicals — 1.31%
Agrium, Inc.		27,000	$	529,470
Wellman, Inc.		20,500		208,895

				738,365

Iron & Steel Production — 2.12%
Oregon Steel Mills, Inc. (a)		14,500		249,545
Reliance Steel And Aluminum Co.		10,000		370,700
Ryerson Tull, Inc.		25,300		361,031
Steel Dynamics, Inc.		8,200		215,250

				1,196,526

Mining — 0.14%
Southern Peru Copper Corp.		1,900		81,396

Total Basic Materials (Cost $1,993,282)				2,016,287

Communications — 6.23%
Internet Software & Services — 2.58%
Earthlink, Inc. (a)		40,400		349,864
Infospace, Inc. (a)		6,500		214,045
Internet Security Systems, Inc. (a)		10,000		202,900
J2 Global Communications, Inc. (a)		8,600		296,184
United Online, Inc.		35,900		389,874

				1,452,867

Telecommunications — 3.65%
Arris Group, Inc. (a)		25,400		221,234
Black Box Corp.		6,200		219,480
Centurytel, Inc.		8,100		280,503
Commonwealth Telephone Enterprises, Inc.		8,200		343,662
Commscope, Inc. (a)		11,400		198,474
Comtech Telecommunications, Inc. (a)		13,650		445,400
Scientific-Atlanta, Inc.		10,500		349,335

				2,058,088

Total Communications (Cost $3,546,231)				3,510,955

Consumer, Cyclical — 21.32%
Airlines — 0.43%
ExpressJet Holdings, Inc. (a)		28,700		244,237

Apparel — 1.48%
K Swiss, Inc.		10,200		329,868
Phillips-Van Heusen Corp.		8,100		264,789
Timberland Co. (a)		6,200		240,064

				834,721

Auto Parts & Equipment — 1.31%
Autoliv, Inc.		9,400		411,720
Titan Wheel International Inc		23,500		328,530

				740,250

Distribution & Wholesale — 1.86%
Brightpoint, Inc. (a)		13,900		308,441
Handleman Co.		14,900		245,999
Ingram Micro, Inc. (a)		13,200		206,712
Owens & Minor, Inc.		8,800		284,680

				1,045,832

Entertainment & Leisure — 2.06%
Gtech Holdings Corp.		12,300		359,652
Lions Gate Entertainment Corp. (a)		35,900		368,334
Nautilus, Inc.		15,300		436,050

				1,164,036

Home Builders — 4.22%
Hovnanian Enterprises, Inc. (a)		4,200		273,840
KB Home		7,200		548,856
MDC Holdings, Inc.		4,290		352,852
Meritage Homes Corp. (a)		3,200		254,400
Standard Pacific Corp.		5,200		457,340
Toll Brothers, Inc. (a)		2,600		264,030
WCI Communities, Inc. (a)		7,100		227,413

				2,378,731

Home Furnishings — 0.98%
La-Z-Boy, Inc.		15,200		221,464
Whirlpool Corp.		4,700		329,517

				550,981

Office Furnishings — 0.73%
HNI Corp.		8,000		409,200

Retail — 8.25%
Abercrombie & Fitch Co.		7,000		480,900
American Eagle Outfitters, Inc.		8,200		251,330
CEC Entertainment, Inc. (a)		11,700		492,453
Children’s Place (a)		6,900		322,023
CKE Restaurants, Inc.		15,200		211,584
Darden Restaurants, Inc.		15,900		524,382
Hot Topic, Inc. (a)		15,300		292,536
Jack in the Box, Inc. (a)		10,400		394,368
Men’s Wearhouse, Inc. (a)		10,500		361,515
Pacific Sunwear of California, Inc. (a)		7,700		177,023
Pantry, Inc. (a)		12,100		468,633
Payless Shoesource, Inc. (a)		14,500		278,400
Stage Stores, Inc. (a)		9,100		396,760

				4,651,907

Total Consumer, Cyclical (Cost $10,280,615)				12,019,895

Consumer, Non-cyclical — 7.45%
Agricultural Products — 0.38%
Delta & Pine Land Co.		8,600		215,516

38 2005 ANNUAL REPORT

Quaker Small-Cap Value Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks (Continued)

Commercial Services — 3.30%
Aaron Rents, Inc.		1,200	$	29,868
Albany Molecular Research, Inc. (a)		11,100		155,400
Consolidated Graphics, Inc. (a)		8,500		346,545
Dollar Thrifty Automotive GP (a)		10,800		410,184
FTI Consulting, Inc. (a)		13,000		271,700
Korn Ferry International (a)		18,400		326,600
Watson Wyatt & Co. Holdings		12,400		317,812

				1,858,109

Food & Beverages — 2.20%
Chiquita Brands International, Inc.		17,600		483,296
Flowers Foods, Inc.		7,800		275,808
Ruddick Corp.		18,900		482,517

				1,241,621

Holding Companies — Diversified — 0.78%
Walter Industries, Inc.		10,900		438,180

Household Products — 0.79%
John H. Harland Co.		11,700		444,600

Total Consumer, Non-cyclical (Cost $3,967,387)				4,198,026

Energy — 6.25%
Oil & Gas — 4.44%
Frontier Oil Corp.		19,000		557,650
Giant Industries, Inc. (a)		13,500		486,000
Houston Exploration Co. (a)		7,000		371,350
PetroKazakhstan, Inc.		14,800		541,384
Remington Oil And Gas Corp. (a)		6,600		235,620
Todco (a)		12,100		310,607

				2,502,611

Oil & Gas Services — 1.81%
Lone Star Technologies, Inc. (a)		5,100		232,050
Oil States International, Inc. (a)		15,600		392,652
Veritas DGC, Inc. (a)		14,200		393,908

				1,018,610

Total Energy (Cost $2,681,936)				3,521,221

Financial — 21.55%
Banks — 2.61%
Banco Latinoamericano De Exportaciones SA		19,400		348,230
First Bancorp		11,300		453,695
SVB Financial Group (a)		9,100		435,890
Webster Financial Corp.		5,000		233,450

				1,471,265

Financial Services — 5.07%
A.G. Edwards, Inc.		10,500		474,075
Accredited Home Lenders Holding Co. (a)		9,700		426,800
Compucredit Corp. (a)		3,800		130,264
Eaton Vance Corp.		18,200		435,162
Indymac Bancorp, Inc.		9,800		399,154
Investment Technology Group, Inc. (a)		23,800		500,276
Metris Companies, Inc. (a)		16,300		235,698
Providian Financial Corp. (a)		14,700		259,161

				2,860,590

Insurance — 7.55%
Commerce Group, Inc.		7,600		472,036
Endurance Specialty Holdings Ltd.		10,300		389,546
Infinity Property & Casualty Corp.		10,500		366,240
IPC Holdings Ltd.		1,000		39,620
LandAmerica Financial Group		8,400		498,708
Platinum Underwriters Holdings Ltd.		12,800		407,296
PMI Group, Inc.		12,800		498,944
Radian Group, Inc.		10,000		472,200
Stewart Information Services Corp.		8,900		373,800
UICI		8,600		256,022
Zenith National Insurance Corp.		7,100		481,806

				4,256,218

Real Estate — 3.28%
CB Richard Ellis Group, Inc. (a)		9,500		416,670
Jones Lang Lasalle, Inc. (a)		9,300		411,339
The St. Joe Co.		7,200		587,088
Trammell Crow Co. (a)		17,900		433,896

				1,848,993

Savings & Loans — 3.04%
Astoria Financial Corp.		3,300		93,951
Downey Financial Corp.		7,300		534,360
FirstFed Financial Corp. (a)		6,300		375,543
Independence Community Bank Corp.		8,500		313,905
TierOne Corp.		14,500		393,385

				1,711,144

Total Financial (Cost $10,496,884)				12,148,210

Healthcare — 10.26%
Biotechnology — 1.31%
Charles River Laboratories International, Inc. (a)		3,800		183,350
Invitrogen Corp. (a)		4,500		374,805
United Therapeutics Corp. (a)		3,800		183,160

				741,315

2005 ANNUAL REPORT 39

Schedule of Investments

Quaker Small-Cap Value Fund

June 30, 2005


	Number			Market
	of Shares			Value
Common Stocks (Continued)

Healthcare — Products — 4.21%
American Medical Systems Holdings, Inc. (a)		18,300		$	377,895
Dade Behring Holdings, Inc.		6,000	��		390,060
DJ Orthopedics, Inc. (a)		9,100			249,613
IDEXX Laboratories, Inc. (a)		4,700			292,951
Mentor Corp.		6,500			269,620
Surmodics, Inc. (a)		9,800			425,026
Techne Corp. (a)		8,000			367,280

					2,372,445

Healthcare — Services — 2.61%
Genesis Healthcare Corp. (a)		10,600			490,568
Humana, Inc. (a)		3,100			123,194
Kindred Healthcare, Inc. (a)		9,900			392,139
Magellan Health Services Inc. (a)		3,400			120,054
Sierra Health Services (a)		4,800			343,008

					1,468,963

Pharmaceuticals — 2.13%
Alpharma, Inc.		30,300			438,441
Angiotech Pharmaceuticals, Inc. (a)		15,000			207,900
Biovail Corp. (a)		12,000			186,240
Cephalon, Inc. (a)		7,800			310,518
King Pharmaceuticals, Inc. (a)		5,800			60,436

					1,203,535

Total Healthcare (Cost $4,919,818)					5,786,258

Industrial — 8.40%
Building Materials — 0.62%
Eagle Materials, Inc.		3,800			351,842

Electrical Components & Equipment — 0.85%
Energizer Holdings, Inc. (a)		3,600			223,812
General Cable Corp. (a)		17,100			253,593

					477,405

Electronics — 1.95%
Avnet, Inc. (a)		14,200			319,926
CTS Corp.		11,500			141,335
Imax Corp. (a)		41,900			416,486
PerkinElmer, Inc.		11,700			221,130

					1,098,877

Environmental Control — 0.43%
Republic Services, Inc.		6,800			244,868

Machinery — Construction & Mining — 0.10%
Terex Corp. (a)		1,500			59,100

Machinery — Diversified — 0.27%
NACCO Industries, Inc.		1,400			150,108

Metal Fabricate & Hardware — 1.54%
Quanex Corp.		8,400			445,284
Timken Co.		18,300			422,730

					868,014

Miscellaneous Manufacturing — 0.35%
A.O. Smith Corp.		7,300			194,983

Packaging & Containers — 0.12%
Silgan Holdings, Inc.		1,200			67,488

Transportation — 2.17%
GATX Corp.		15,300			527,850
Ryder System, Inc.		9,700			355,020
Teekay Shipping Corp.		7,800			342,420

					1,225,290

Total Industrial (Cost $4,233,590)					4,737,975

Technology — 10.06%
Computer Software & Services — 5.05%
Activision, Inc. (a)		2,000			33,040
Cognos, Inc. (a)		7,300			249,222
CSG Systems International, Inc. (a)		15,700			297,986
Dun & Bradstreet Corp. (a)		6,000			369,900
Fair Isaac Corp.		11,900			434,350
Mantech International Corp. (a)		7,400			229,696
Sybase, Inc. (a)		23,700			434,895
Take-Two Interactive Software, Inc. (a)		9,900			251,955
THQ, Inc. (a)		9,900			289,773
Transaction Systems Architects, Inc. (a)		10,300			253,689

					2,844,506

Computers — 2.92%
Agilysys, Inc.		13,800			216,660
Hutchinson Technology, Inc. (a)		8,300			319,633
Intergraph Corp. (a)		9,900			341,154
Komag, Inc. (a)		11,600			329,092
Reynolds & Reynolds Co.		7,900			213,537
Western Digital Corp. (a)		16,900			226,798

					1,646,874

Semiconductors — 2.09%
Lam Research Corp. (a)		13,500			390,690
Memc Electronic Materials, Inc. (a)		15,500			244,435
Photronics, Inc. (a)		13,500			315,090
Sigmatel, Inc. (a)		13,400			229,944

					1,180,159

Total Technology (Cost $5,537,095)					5,671,539

Utilities — 3.44%
Electric — 2.52%
CMS Energy Corp. (a)		19,200			289,152
Energy East Corp.		7,500			217,350
Northeast Utilities		12,400			258,664
NRG Energy, Inc. (a)		11,200			421,120
Scana Corp.		100			4,271
Wisconsin Energy Corp.		5,900			230,100

					1,420,657

40 2005 ANNUAL REPORT

Quaker Small-Cap Value Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks (Continued)

Gas — 0.92%
Energen Corp.		14,800	$	518,740

Total Utilities (Cost $1,535,226)				1,939,397

Total Common Stocks (Cost $49,192,064)			$	55,549,763


Warrants — 0.00%

Imperial Credit Industries, Inc. (a)		806		—

Total Warrants (Cost $0)			$	—


Short Term Investments — 2.33%

Money Market Funds — 2.33%
Evergreen Institutional Money Market Fund		1,315,894	$	1,315,894

Total Short Term Investments (Cost $1,315,894)			$	1,315,894

Total Investments (Cost $50,507,958) — 100.86%			$	56,865,657

Liabilities in Excess of Other Assets, Net (0.86)%				(482,704	)

Total Net Assets — 100.00%			$	56,382,953


(a)	Non-income producing security

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 41

Schedule of Investments

Geewax Terker Core Value Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks — 90.66%

Basic Materials — 8.36%
Chemicals — 2.29%
Airgas, Inc.		1,800	$	44,406

Forest Products & Paper — 2.30%
Plum Creek Timber Company, Inc.		500		18,150
Rayonier, Inc.		500		26,515

				44,665

Iron & Steel Production — 1.58%
POSCO ADR		700		30,779

Mining — 2.19%
Anglo American PLC ADR		300		7,050
BHP Billiton Ltd. ADR		1,300		35,490

				42,540

Total Basic Materials (Cost $160,662)				162,390

Communications — 3.30%
Advertising — 0.50%
Ventiv Health, Inc. (a)		500		9,640

Media — 2.50%
News Corp.		3,000		48,540

Telecommunications — 0.30%
Ditech Communications Corp. (a)		900		5,841

Total Communications (Cost $82,891)				64,021

Consumer, Cyclical — 13.29%
Distribution & Wholesale — 1.01%
Hughes Supply, Inc.		700		19,670

Food & Beverages — 0.72%
Centerplate, Inc.		1,100		14,025

Home Builders — 2.47%
WCI Communities, Inc. (a)		1,500		48,045

Retail — 9.09%
Claire’s Stores, Inc.		400		9,620
Dollar Tree Stores, Inc. (a)		1,000		24,000
Lowe’s Companies, Inc.		500		29,110
Pantry, Inc. (a)		600		23,238
Target Corp.		550		29,925
Wal-Mart Stores, Inc.		1,260		60,732

				176,625

Total Consumer, Cyclical (Cost $258,948)				258,365

Consumer, Non-cyclical — 3.34%
Agricultural Products — 1.25%
Cresud S.A.C.I.F. and A. ADR		2,000		24,300

Household Products — 2.09%
Fortune Brands, Inc.		200		17,760
Jarden Corp. (a)		300		16,176
Spectrum Brands, Inc.		200		6,600

				40,536

Total Consumer, Non-cyclical (Cost $63,250)				64,836

Energy — 11.69%
Oil & Gas — 11.69%
Callon Petroleum Co. (a)		1,000		14,780
Giant Industries, Inc. (a)		1,000		36,000
Newfield Exploration Co. (a)		1,200		47,868
Penn Virginia Corp.		400		17,868
Statoil ASA ADR		2,100		42,630
Valero Energy Corp.		400		31,644
Whiting Petroleum Corp. (a)		1,000		36,310

Total Energy (Cost $160,261)				227,100

Financial — 23.09%
Banks — 0.69%
East West Bancorp, Inc.		400		13,436

Financial Miscellaneous — 1.10%
First Cash Financial Services, Inc. (a)		1,000		21,370

Financial Services — 11.07%
Asta Funding, Inc.		1,600		44,448
Bear Stearns Cos., Inc.		170		17,670
Citigroup, Inc.		1,500		69,345
Encore Capital Group, Inc. (a)		1,060		18,020
Friedman Billings Ramsey Group, Inc.		800		11,440
Goldman Sachs Group, Inc.		400		40,808
Merrill Lynch & Co., Inc.		500		13,250

				214,981

Insurance — 4.40%
HCC Insurance Holdings, Inc.		700		26,509
Prudential Financial, Inc.		900		59,094

				85,603

Investment Companies — 1.90%
Apollo Investment Corp.		2,000		36,860

Real Estate — 3.93%
Capital Trust, Inc.		800		26,728
Ashford Hospitality Trust, Inc.		1,300		14,040
Pope Resources Limited Partnership		1,000		35,550

				76,318

Total Financial (Cost $406,644)				448,568

Healthcare — 7.96%
Healthcare — Products — 0.40%
Microtek Medical Holdings, Inc. (a)		2,100		7,707

42 2005 ANNUAL REPORT

Geewax Terker Core Value Fund

June 30, 2005


	Number		Market
	of Shares		Value
Common Stocks (Continued)

Healthcare — Services — 7.56%
Aetna, Inc.		310	$	25,674
Lifepoint Hospitals, Inc. (a)		800		40,416
Unitedhealth Group, Inc.		1,550		80,817

				146,907

Total Healthcare (Cost $143,974)				154,614

Industrial — 14.43%
Electronics — 1.64%
Rogers Corp. (a)		300		12,165
TTM Technologies, Inc. (a)		2,600		19,786

				31,951

Machinery — Diversified — 0.38%
Rockwell Automation, Inc.		150		7,307

Metal Fabricate & Hardware — 2.01%
Precision Castparts Corp.		500		38,950

Miscellaneous Manufacturing — 8.32%
3M Co.		200		14,460
General Electric Co.		2,400		83,160
Harsco Corp.		500		27,275
Leggett & Platt, Inc.		900		23,922
Trinity Industries, Inc.		400		12,812

				161,629

Transportation — 2.08%
Genesee & Wyoming, Inc. (a)		700		19,047
Kirby Corp. (a)		200		9,020
Norfolk Southern Corp.		400		12,384

				40,451

Total Industrial (Cost $267,255)				280,288

Technology — 0.20%
Computers — 0.20%
Dell, Inc. (a)		100		3,951

Total Technology (Cost $3,621)				3,951

Utilities — 5.00%
Electric — 4.15%
Exelon Corp.		600		30,798
TXU Corp.		600		49,854

				80,652

Gas — 0.85%
Sempra Energy		400		16,524

Total Utilities (Cost $58,235)				97,176

Total Common Stocks (Cost $1,605,741)			$	1,761,309


Equity Funds — 8.26%

Equity Fund — 8.26%
iShares Russell 1000 Value Index Fund		1,100		73,392
iShares S&P 500/ Barra Value Index Fund		1,400		87,052

Total Equity Funds (Cost $158,650)			$	160,444


Short Term Investments — 0.53%

Money Market Funds — 0.53%
Merrill Lynch Master EBP Repo Money Market Fund		10,357	$	10,357

Total Short Term Investments (Cost $10,357)			$	10,357

Total Investments (Cost $1,774,748) — 99.45%			$	1,932,110

Other Assets in Excess of Liabilities, Net 0.55%				10,752

Total Net Assets — 100.00%			$	1,942,862

ADR American Depository Receipt


(a)	Non-income producing security

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 43

Schedule of Investments

Quaker Fixed Income Fund

June 30, 2005


		Principal
		Amount		Value
Corporate Bonds — 14.65%

Financial Services — 2.69%
General Motors Acceptance Corp. 6.75%, 01/15/2006		$	100,000	$	100,789

Healthcare — Products — 7.79%
C R Bard, Inc. 6.70%, 12/01/2026			250,000		292,186

Textiles — 4.17%
Hoechst Celanese Corp. 7.125%, 03/15/2009			150,000		156,621

Total Corporate Bonds (Cost $494,276)				$	549,596


Asset Backed Securities — 28.95%

Chase Commercial Mortgage Securities Corp.
	Series 1996-2 A, 6.90%, 11/19/2028		46,924		47,571
	Series 1999-2 A, 7.032%, 01/15/2032		41,185		42,954
Commercial Mortgage Acceptance Corp.
	Series 1999-C1 A2, 7.03%, 06/15/2031		20,000		21,833
Conseco Finance Securitizations Corp.
	Series 2000-1 M, 9.08%, 05/01/2031 (a)(b)		25,000		2,250
CS First Boston Mortgage Securities Corp.
	Series 2002-1, 7.50%, 05/25/2032		464,645		469,789
Deutsche Mortgage & Asset Receiving Corp.
	Series 1998-C1 A, 6.538%, 06/15/2031		54,508		57,139
DLJ Commercial Mortgage Corp.
	Series 1998-CF1 AB, 6.41%, 02/18/2031		24,881		26,026
	Series 1998-CG1 AB, 6.41%, 06/10/2031		98,204		103,518
First Union Lehman Brothers Commercial Mortgage Trust
	Series 1997-C1 A, 7.38%, 04/18/2029		60,685		62,939
GMAC Commercial Mortgage Security, Inc.
	Series 1997-C2 A, 6.566%, 4/15/2029		36,009		37,686
JP Morgan Commercial Mortgage Finance Corp.
	Series 1999-C7 A, 6.18%, 10/15/2035		7,714		7,870
Merrill Lynch Mortgage Investors, Inc.
	Series 1997-C1 A, 7.12%, 06/18/2029(c)		7,750		7,970
	Series 1998-C1 A1, 6.31%, 11/15/2026		6,171		6,228
	Series 1995-C2 A1, 6.74%, 06/15/2021(c)		7,785		7,796
Mortgage Capital Funding, Inc.
	Series 1997-MC2, 7.117%, 11/20/2027		85,000		90,250
Nomura Asset Securities Corp.
	Series 1998-D6 A2, 6.786%, 03/15/2030(c)		50,000		58,353
Salomon Brothers Mortgage Securities VI, Inc.
	Series 1986-1 A, 6.00%, 12/25/2011		35,592		35,507

Total Asset Backed Securities (Cost $1,081,441)				$	1,085,679

U.S. Government & Agency Obligations — 56.54%

Federal Home Loan Mortgage Corp. — 20.82%
	Series 2649KA, 4.50%, 07/15/2018	$	98,112		96,443
	Series 2833, 5.50%, 12/15/2031		300,000		302,342
	Series 2876, 5.50%, 10/15/2034		337,881		341,645
	Series 22 C, 9.50%, 04/15/2020		40,503		40,462

					780,892

Federal National Mortgage Association — 23.76%
	Series 1993-152 K, 0.00%, 08/25/2023 (a)		33,108		29,709
	Series 2003-33 LD, 4.25%, 09/25/2022		561,142		558,502
	Series 2002-93 CB, 5.25%, 10/25/2030		298,155		302,785

					890,996

Government National Mortgage Association — 9.05%
	Pool 8597, 4.375%, 02/20/2025(c)		12,159		12,358
	Pool 8314, 4.125%, 11/20/2023(c)		15,578		15,812
	Pool 8413, 4.125%, 10/20/2018(c)		29,712		30,120
	Pool 8701, 4.125%, 10/20/2020(c)		50,630		51,358
	Pool 8690, 3.75%, 09/20/2020(c)		13,893		13,986
	Series 8249, 3.75%, 08/20/2017(c)		32,276		32,466
	Pool E50726, 8.50%, 07/01/2007		64,155		66,921
	Pool E51028, 8.50%, 07/01/2007		11,577		12,076
	Pool E51721, 8.50%, 01/01/2008		45,656		47,624
	Pool E51878, 8.50%, 09/01/2007		54,233		56,571

					339,292

U.S. Treasury Note — 2.91%
	4.00%, 02/15/2015		50,000		50,178
	5.375%, 02/15/2031		50,000		59,000

					109,178

Total U.S. Government & Agency Obligations (Cost $2,112,112)				$	2,120,358

Total Investments (Cost $3,687,829) — 100.14%				$	3,755,633

Liabilities in Excess of Other Assets, Net (0.14)%					(5,113	)

Total Net Assets — 100.00%				$	3,750,520


(a)	Non-income producing security

(b)	Securities for which market quotations are not readily available are valued at fair market value as determined by the Adviser using procedures approved by the Board of Trustees. The total fair of such securities at June 30, 2005 is $2,250, which represents 0.06% of total net assets.

(c)	Variable rate security, the rate shown is the effective rate as of June 30, 2005.

The accompanying notes are an integral part of the financial statements.

44 2005 ANNUAL REPORT

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Statements of Assets and Liabilities

June 30, 2005


		Growth Funds

		Quaker		Quaker			Quaker			Quaker		Quaker
		Strategic		Core Equity			Small-Cap			Capital		Biotech Pharma-
		Growth Fund		Fund			Growth Fund			Opportunities Fund		Healthcare Fund
ASSETS:

Investments, at value		$	590,898,659	$	11,558,416		$	3,268,611		$	24,980,642	$	18,277,589
Cash			—		—			—			—		—
Deposits with brokers for securities sold short			46,880,686		—						—		4,188,384
Receivables:
	Dividends and interest		688,490		10,901			2,486			22,697		8,840
	Capital shares sold		3,047,706		—			—			145,342		35,320
	Investment securities sold		17,021,182		245,941			—			894,557		—
	Due from Adviser		—		—			—			—		—
	Commission Recapture		28,460		—			—			—		—
Prepaid expenses and other assets			84,017		6,960			849			8,433		9,191

Total assets			658,649,200		11,822,218			3,271,946			26,051,671		22,519,324


LIABILITIES:

Payables:
	Capital shares redeemed		328,108		—			—			—		6,139
	Investment securities purchased		7,199,174		345,549			—			312,211		—
	Distributions		—		—			—			—		—
	Due to custodian		—		—			—			—		—
Securities sold short, at value			4,157,766		—			—			—		1,901,280
Call options written, at value			—		—			—			613,325		—
Accrued expenses			242,180		7,189			3,239			11,685		8,762
Distribution fees			172,230		1,957			387			13,214		7,232
Trustee expenses			37,610		874			85			1,416		1,330
Due to adviser (note 3)			670,229		9,883			2,775			21,558		23,704

Total liabilities			12,807,297		365,452			6,486			973,409		1,948,447

NET ASSETS		$	645,841,903	$	11,456,766		$	3,265,460		$	25,078,262	$	20,570,877


NET ASSETS CONSIST OF:

Paid-in capital		$	560,247,768	$	16,708,981		$	3,363,852		$	21,625,705	$	20,657,427
Accumulated net realized gain (loss) on investments			23,232,013		(5,622,117	)		(523,132	)		1,489,308		(856,427	)
Accumulated net investment income			—		—			—			—		—
Net unrealized appreciation on investments			62,362,122		369,902			424,740			1,963,249		769,877

Total Net Assets		$	645,841,903	$	11,456,766		$	3,265,460		$	25,078,262	$	20,570,877

Investments, at Cost		$	528,780,405	$	11,188,514		$	2,843,871		$	22,835,328	$	17,558,042
Proceeds from Securities Sold Short			4,401,634		—			—			—		1,951,610
Premiums Received from Options Written			—		—			—			431,260		—

Class A shares:
	Net Assets	$	530,271,145	$	8,290,178		$	484,472		$	11,969,835	$	15,295,077

	Shares of Beneficial interest outstanding(1)		23,626,494		721,500			50,990			1,060,489		1,243,874

	Net Asset Value per share	$	22.44	$	11.49		$	9.50		$	11.29	$	12.30

	Offering price per share	$	23.75	$	12.16		$	10.05		$	11.95	$	13.02

Class B shares:
	Net Assets	$	16,106,258	$	166,519		$	127,504		$	1,175,787	$	1,238,122

	Shares of Beneficial interest outstanding(1)		740,281		15,005			13,880			105,748		102,828

	Net Asset Value, offering and redemption(2) price per share	$	21.76	$	11.10		$	9.19		$	11.12	$	12.04

Class C shares:
	Net Assets	$	66,958,226	$	143,479		$	229,423		$	11,932,640	$	4,037,678

	Shares of Beneficial interest outstanding(1)		3,088,871		13,009			24,824			1,073,329		335,124

	Net Asset Value, offering and redemption(2) price per share	$	21.68	$	11.03		$	9.24		$	11.12	$	12.05

Class I shares:
	Net Assets	$	32,506,274	$	2,856,590		$	2,424,061

	Shares of Beneficial interest outstanding(1)		1,432,081		259,533			248,700

	Net Asset Value, offering and redemption price per share	$	22.70	$	11.01		$	9.75


(1)	Unlimited number of shares of beneficial interest with a $0.01 par value, authorized.

(2)	Redemption price per share may be reduced for any applicable contingent deferred sales charge.

46 2005 ANNUAL REPORT


Blend Fund			Value Funds						Fixed Income Fund

	Quaker		Quaker		Quaker				Quaker
	Small-Cap		Mid-Cap		Small-Cap		Geewax Terker		Fixed Income
	Trend Fund		Value Fund		Value Fund		Core Value Fund		Fund


	$	4,767,597	$	58,846,217	$	56,865,657	$	1,932,110	$	3,755,633
		—		—		2,575		310		—
		—		—		—		—		—
		588		42,736		26,986		2,482		23,407
		5,000		75,704		41,980		—		—
		15,557		—		748,254		9,158		—
		371		—		6,772		—		—
		—		3,005		—		—		—
		3,797		14,375		38,748		618		6,102

		4,792,910		58,982,037		57,730,972		1,944,678		3,785,142





		1,790		27,147		13,311		—		—
		10,707		1,073,684		1,239,397		—		—
		—		—		—		—		2,763
		—		—		—		—		25,666
		—		—		—		—		—
		—		—		—		—		—
		2,374		24,307		26,170		1,318		2,336
		1,895		21,081		10,554		396		2,442
		312		4,605		3,640		102		292
		2,729		49,454		54,947		—		1,123

		19,807		1,200,278		1,348,019		1,816		34,622

	$	4,773,103	$	57,781,759	$	56,382,953	$	1,942,862	$	3,750,520




	$	4,288,803	$	48,128,814	$	42,099,055	$	1,684,774	$	4,723,289
		15,633		5,232,456		7,926,199		92,775		(1,069,413	)
		—		—		—		7,951		28,840
		468,667		4,420,489		6,357,699		157,362		67,804

	$	4,773,103	$	57,781,759	$	56,382,953	$	1,942,862	$	3,750,520

	$	4,298,930	$	54,425,728	$	50,507,958	$	1,774,748	$	3,687,829
		—		—		—		—		—
		—		—		—		—		—

	$	3,003,237	$	40,198,439	$	21,818,094	$	1,942,862	$	1,037,574

		277,282		2,411,806		1,125,357		163,801		109,455

	$	10.83	$	16.67	$	19.39	$	11.86	$	9.48

	$	11.46	$	17.64	$	20.52	$	12.55	$	9.90

			$	2,452,160	$	1,004,609			$	636,301

				151,783		53,825				67,398

			$	16.16	$	18.66			$	9.44

	$	1,570,277	$	13,379,291	$	6,597,156			$	1,986,677

		146,982		839,479		362,340				210,544

	$	10.68	$	15.94	$	18.21			$	9.44

	$	199,589	$	1,751,869	$	26,963,094			$	89,968

		18,487		103,198		1,371,864				9,512

	$	10.80	$	16.98	$	19.65			$	9.46

The accompanying notes are an integral part of the financial statements

2005 ANNUAL REPORT 47

Statements of Operations

For the Fiscal Year Ended June 30, 2005


				Growth Funds

				Quaker			Quaker			Quaker			Quaker			Quaker
				Strategic			Core			Small-Cap			Capital			Biotech Pharma-
				Growth Fund			Equity Fund			Growth Fund			Opportunities Fund			Healthcare Fund
INVESTMENT INCOME

Income:
	Dividends			$	4,019,862		$	182,214		$	25,539		$	192,045		$	27,371
	Interest				2,059,516			1,964			866			6,535			111,859

		Total Income			6,079,378			184,178			26,405			198,580			139,230

Expenses:
	Investment advisory fees (note 3)				6,278,727			120,847			31,005			266,129			271,203
	Fund administration, accounting, and transfer agent fees (note 3)				1,074,161			25,765			6,591			51,161			41,667
	Custody fees				58,085			5,253			3,657			9,805			8,196
	Trustee fees and meeting expenses				297,811			7,283			1,765			14,274			11,791
	Legal fees				242,324			6,018			1,583			12,217			8,863
	Audit fees				59,168			1,385			357			2,777			2,253
	Distribution fees — Class A				981,387			20,862			895			26,979			32,930
	Distribution fees — Class B				161,519			1,714			1,171			12,158			14,622
	Distribution fees — Class C				502,205			1,485			2,459			109,190			40,696
	Officer Compensation				45,170			1,046			265			2,127			1,753
	Registration and filing expenses				100,404			12,807			1,486			12,826			22,706
	Printing expenses				206,595			3,826			1,102			8,964			7,508
	Dividends on securities sold short				115,830			—			—			—			—
	Other operating expenses				163,308			8,961			5,231			10,613			8,621

		Total expenses			10,286,694			217,252			57,567			539,220			472,809

			Less:
			Investment advisory fees waived & reimbursed (note 3)		—			—			—			—			—
			Service provider fees waived (note 3)		—			—			—			—			—
			Fees paid indirectly		229,214			—			—			—			—
		Net expenses			10,057,480			217,252			57,567			539,220			472,809

			Net investment income (loss)		(3,978,102	)		(33,074	)		(31,162	)		(340,640	)		(333,579	)


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

	Net realized gain (loss) from investments (excluding short securities)				34,363,763			202,040			254,058			2,639,094			(874,444	)
	Net realized gain (loss) from short securities				(1,535,652	)		—			—			—			237,566
	Net realized loss from written options				(671,315	)		—			—			(360,412	)		(63,267	)
	Net realized gain from currency transactions				—			—			—			—			6,654
	Change in net unrealized appreciation on investments (excluding short securities)				34,133,738			(319	)		98,104			380,477			428,728
	Change in net unrealized appreciation (depreciation) on short securities				(283,468	)		—			—			—			12,335
	Change in net unrealized appreciation (depreciation) on written options				(152,100	)		—			—			(182,065	)		—

			Net realized and unrealized gain (loss) on investments and foreign currency transactions		65,854,966			201,721			352,162			2,477,094			(252,428	)

			Net increase (decrease) in net assets resulting from operations	$	61,876,864		$	168,647		$	321,000		$	2,136,454		$	(586,007	)

48 2005 ANNUAL REPORT


Blended Fund			Value Funds								Fixed Income Fund

Quaker			Quaker			Quaker					Quaker
Small-Cap			Mid-Cap			Small-Cap			Geewax Terker		Fixed Income
Trend Fund			Value Fund			Value Fund			Core Value Fund		Fund


$	20,172		$	558,689		$	603,446		$	24,603	$	—
	542			58,775			12,701			377		244,350

	20,714			617,464			616,147			24,980		244,350

	53,189			587,021			598,933			17,194		28,468
	9,874			125,756			115,318			3,648		9,836
	4,064			20,696			12,854			2,053		4,531
	2,831			36,145			32,354			1,011		2,815
	1,826			28,513			30,000			900		2,155
	774			6,744			6,234			199		527
	7,093			99,153			48,346			4,090		2,833
	—			28,514			9,825			—		8,062
	13,603			116,663			51,165			—		23,538
	411			5,278			4,753			156		381
	14,675			30,266			24,405			1,157		10,728
	1,916			22,114			21,686			618		1,398
	—			—			—			—		—
	3,251			23,612			27,528			3,197		4,717

	113,507			1,130,475			983,401			34,223		99,989

	9,392			—			—			17,194		13,161	��
	—			—			—			—		9,836
	—			101,138			—			—		—
	104,115			1,029,337			983,401			17,029		76,992

	(83,401	)		(411,873	)		(367,254	)		7,951		167,358




	96,717			7,455,175			8,635,085			158,340		1,254
	—			—			—			—		—
	—			—			—			—		—
	—			—			—			—		—
	453,769			(1,063,476	)		(2,097,992	)		10,716		43,628
	—			—			—			—		—
	—			—			—			—		—

	550,486			6,391,699			6,537,093			169,056		44,882

$	467,085		$	5,979,826		$	6,169,839		$	177,007	$	212,240

The accompanying notes are an integral part of the financial statements

2005 ANNUAL REPORT 49

Statements of Changes in Net Assets

For the Fiscal Year Ended June 30, 2005


			Growth Funds

			Quaker			Quaker			Quaker			Quaker			Quaker
			Strategic			Core Equity			Small-Cap			Capital			Biotech Pharma-
			Growth Fund			Fund			Growth Fund			Opportunities Fund			Healthcare Fund
INCREASE (DECREASE) IN NET ASSETS

Operations
	Net investment income (loss)		$	(3,978,102	)	$	(33,074	)	$	(31,162	)	$	(340,640	)	$	(333,579	)
	Net realized gain (loss) on from investment and foreign currency transactions			32,156,796			202,040			254,058			2,278,682			(693,491	)
	Change in net unrealized appreciation on investments			33,698,170			(319	)		98,104			198,412			441,063

		Net increase (decrease) in net assets resulting from operations	$	61,876,864		$	168,647		$	321,000		$	2,136,454		$	(586,007	)

Distributions to shareholders from
	Net investment income — Class A			—			—			—			—			—
	Net investment income — Class B			—			—			—			—			—
	Net investment income — Class C			—			—			—			—			—
	Net investment income — Class I			—			—			—			—			—
	Net realized capital gain — Class A			(17,163,732	)		—			—			(1,175,374	)		(1,115,681	)
	Net realized capital gain — Class B			(760,383	)		—			—			(122,389	)		(110,182	)
	Net realized capital gain — Class C			(2,295,965	)		—			—			(1,111,938	)		(307,905	)
	Net realized capital gain — Class I			(1,053,839	)		—			—			—			—

		Total Distributions		(21,273,919	)		—			—			(2,409,701	)		(1,533,768	)

Capital share transactions
	Increase (decrease) in net assets from Fund share transactions (note 9)			228,982,774			(576,531	)		93,740			6,246,311			6,937,375

		Total increase (decrease) in net assets		269,585,719			(407,884	)		414,740			5,973,064			4,817,600


NET ASSETS

	Beginning of period			376,256,184			11,864,650			2,850,720			19,105,198			15,753,277

	End of period		$	645,841,903		$	11,456,766		$	3,265,460		$	25,078,262		$	20,570,877

	Undistributed accumulated net investment income		$	—		$	—		$	—		$	—		$	—


For the Fiscal Year Ended June 30, 2004
INCREASE (DECREASE) IN NET ASSETS

Operations
	Net investment income (loss)		$	(4,401,312	)	$	(116,927	)	$	(39,348	)	$	(259,630	)	$	(233,088	)
	Net realized gain (loss) on from investment and foreign currency transactions			55,361,681			1,911,084			351,062			2,973,280			1,648,403
	Change in net unrealized appreciation on investments			8,116,091			26,176			275,455			1,055,422			114,600

		Net increase (decrease) in net assets resulting from operations	$	59,076,460		$	1,820,333		$	587,169		$	3,769,072		$	1,529,915

Distributions to shareholders from
	Net investment income — Class A			—			—			—			—			—
	Net investment income — Class B			—			—			—			—			—
	Net investment income — Class C			—			—			—			—			—
	Net investment income — Class I			—			—			—			—			—
	Net realized capital gain — Class A			—			—			—			(41,921	)		(264,975	)
	Net realized capital gain — Class B			—			—			—			(11,949	)		(81,136	)
	Net realized capital gain — Class C			—			—			—			(109,778	)		(116,257	)
	Net realized capital gain — Class I			—			—			—			—			—

		Total Distributions		—			—			—			(163,648	)		(462,368	)

Capital share transactions
	Increase (decrease) in net assets from Fund share transactions (note 9)			133,725,806			(586,804	)		227,572			2,971,173			8,922,103

		Total increase (decrease) in net assets		192,802,266			1,233,529			814,741			6,576,597			9,989,650


NET ASSETS

	Beginning of period			183,453,918			10,631,121			2,035,979			12,528,601			5,763,627

	End of period		$	376,256,184		$	11,864,650		$	2,850,720		$	19,105,198		$	15,753,277

	Undistributed accumulated net investment income		$	—		$	—		$	—		$	—		$	—


*	Commencement of Operations, February 17, 2004

50 2005 ANNUAL REPORT


Blended Fund			Value Funds									Fixed Income Fund

Quaker			Quaker			Quaker						Quaker
Small-Cap			Mid-Cap			Small-Cap			Geewax Terker			Fixed Income
Trend Fund*			Value Fund			Value Fund			Core Value Fund			Fund


$	(83,401	)	$	(411,873	)	$	(367,254	)	$	7,951		$	167,358
	96,717			7,455,175			8,635,085			158,340			1,254
	453,769			(1,063,476	)		(2,097,992	)		10,716			43,628

$	467,085		$	5,979,826		$	6,169,839		$	177,007		$	212,240

	—			—			—			—			(49,296	)
	—			—			—			—			(28,967	)
	—			—			—			—			(85,269	)
	—			—			—			—			(3,826	)
	(9,602	)		(3,205,064	)		(1,788,461	)		(133,227	)		—
	—			(244,780	)		(92,969	)		—			—
	(4,536	)		(991,828	)		(485,647	)		—			—
	(554	)		(151,089	)		(2,437,586	)		—			—

	(14,692	)		(4,592,761	)		(4,804,663	)		(133,227	)		(167,358	)

	822,644			12,136,466			6,819,608			449,950			(1,502,114	)

	1,275,037			13,523,531			8,184,784			493,730			(1,457,232	)




	3,498,066			44,258,228			48,198,169			1,449,132			5,207,752

$	4,773,103		$	57,781,759		$	56,382,953		$	1,942,862		$	3,750,520

$	—		$	—		$	—		$	7,951		$	28,840




$	(8,459	)	$	(318,384	)	$	(171,739	)	$	(7,075	)	$	158,607
	23,151			5,902,286			6,121,066			228,202			(29,515	)
	14,898			4,127,161			4,660,295			38,905			(257,609	)

$	29,590		$	9,711,063		$	10,609,622		$	260,032		$	(128,517	)

	—			—			—			—			(50,855	)
	—			—			—			—			(26,711	)
	—			—			—			—			(71,154	)
	—			—			—			—			(9,887	)
	—			—			(18,624	)		—			—
	—			—			(1,687	)		—			—
	—			—			(4,664	)		—			—
	—			—			(41,521	)		—			—

	—			—			(66,496	)		—			(158,607	)

	3,468,476			18,318,603			12,906,555			144,332			(2,405,607	)

	3,498,066			28,029,666			23,449,681			404,364			(2,692,731	)




	—			16,228,562			24,748,488			1,044,768			7,900,483

$	3,498,066		$	44,258,228		$	48,198,169		$	1,449,132		$	5,207,752

$	—		$	—		$	—		$	—		$	—

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 51

Financial Highlights

Quaker Strategic Growth Fund

(For a Share Outstanding Throughout the Period)


			Class A

															For the
															period from
			Year			Year			Year			Year			July 6, 2000
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	20.71		$	16.67		$	16.03		$	18.69		$	22.64

Income from investment operations:
	Net investment income (loss)⁽²⁾			(0.16	)		(0.27	)		(0.19	)		(0.16	)		0.17
	Net realized and unrealized gain (loss) on investments			2.88			4.31			0.83			(2.46	)		(1.24	)

	Total from investment operations			2.72			4.04			0.64			(2.62	)		(1.07	)

Distributions to shareholders from:
	Net investment income			—			—			—			(0.04	)		(0.34	)
	Net realized capital gain			(0.99	)		—			—			—			(2.54	)

	Total distributions			(0.99	)		—			—			(0.04	)		(2.88	)

Net Asset Value — End of period			$	22.44		$	20.71		$	16.67		$	16.03		$	18.69

Total Return⁽³⁾				13.36	%		24.24	%		3.99	%		(14.03	)%		(5.06	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	530,271		$	307,744		$	149,677		$	159,755		$	64,637
	Ratio of expenses to average net assets:
		Before fees paid indirectly through commission recapture		2.04	%		2.16	%		2.16	%		2.20	%		2.32	%
		After fees paid indirectly through commission recapture		1.99	%		2.16	%		2.16	%		2.20	%		2.32	%
	Ratio of net investment income (loss) to average net assets:
		Before fees paid indirectly through commission recapture		(0.78	)%		(1.41	)%		(1.24	)%		(0.93	)%		0.88	%
		After fees paid indirectly through commission recapture		(0.73	)%		(1.41	)%		(1.24	)%		(0.93	)%		0.88	%
Portfolio turnover rate				204.59	%		332.70	%		401.43	%		523.87	%		641.59	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

52 2005 ANNUAL REPORT


			Class B

															For the
															period from
			Year			Year			Year			Year			August 1, 2000
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	20.25		$	16.41		$	15.90		$	18.66		$	22.89

Income from investment operations:
	Net investment loss⁽²⁾			(0.31	)		(0.40	)		(0.31	)		(0.31	)		(0.06	)
	Net realized and unrealized gain loss on investments			2.81			4.24			0.82			(2.43	)		(1.32	)

	Total from investment operations			2.50			3.84			0.51			(2.74	)		(1.38	)

Distributions to shareholders from:
	Net investment income			—			—			—			(0.02	)		(0.31	)
	Net realized capital gain			(0.99	)		—			—			—			(2.54	)

	Total distributions			(0.99	)		—			—			(0.02	)		(2.85	)

Net Asset Value — End of period			$	21.76		$	20.25		$	16.41		$	15.90		$	18.66

Total Return⁽³⁾				12.56	%		23.40	%		3.21	%		(14.69	)%		(6.33	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	16,106		$	16,186		$	14,054		$	9,077		$	2,023
	Ratio of expenses to average net assets:
		Before fees paid indirectly through commission recapture		2.79	%		2.91	%		2.91	%		2.95	%		3.07	%
		After fees paid indirectly through commission recapture		2.74	%		2.91	%		2.91	%		2.95	%		3.07	%
	Ratio of net investment income (loss) to average net assets:
		Before fees paid indirectly through commission recapture		(1.53	)%		(2.16	)%		(1.99	)%		(1.68	)%		0.13	%
		After fees paid indirectly through commission recapture		(1.48	)%		(2.16	)%		(1.99	)%		(1.68	)%		0.13	%
Portfolio turnover rate				204.59	%		332.70	%		401.43	%		523.87	%		641.59	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 53

Financial Highlights

Quaker Strategic Growth Fund

(For a Share Outstanding Throughout the Period)


			Class C

															For the
															period from
			Year			Year			Year			Year			July 11, 2000
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	20.18		$	16.36		$	15.85		$	18.59		$	22.83

Income from investment operations:
	Net investment loss⁽²⁾			(0.31	)		(0.41	)		(0.31	)		(0.30	)		(0.01	)
	Net realized and unrealized gain (loss) on investments			2.80			4.23			0.82			(2.42	)		(1.39	)

	Total from investment operations			2.49			3.82			0.51			(2.72	)		(1.40	)

Distributions to shareholders from:
	Net investment income			—			—			—			(0.02	)		(0.30	)
	Net realized capital gain			(0.99	)		—			—			—			(2.54	)

	Total distributions			(0.99	)		—			—			(0.02	)		(2.84	)

Net Asset Value — End of period			$	21.68		$	20.18		$	16.36		$	15.85		$	18.59

Total Return⁽³⁾				12.55	%		23.35	%		3.22	%		(14.66	)%		(6.49	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	66,958		$	37,559		$	15,047		$	5,376		$	1,469
	Ratio of expenses to average net assets:
		Before fees paid indirectly through commission recapture		2.79	%		2.91	%		2.91	%		2.95	%		3.07	%
		After fees paid indirectly through commission recapture		2.74	%		2.91	%		2.91	%		2.95	%		3.07	%
	Ratio of net investment income (loss) to average net assets:
		Before fees paid indirectly through commission recapture		(1.53	)%		(2.16	)%		(1.99	)%		(1.68	)%		0.13	%
		After fees paid indirectly through commission recapture		(1.48	)%		(2.16	)%		(1.99	)%		(1.68	)%		0.13	%
Portfolio turnover rate				204.59	%		332.70	%		401.43	%		523.87	%		641.59	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

54 2005 ANNUAL REPORT


			Institutional Class

															For the
															period from
															July 20, 2000
			Year			Year			Year			Year			(commencement
			Ended			Ended			Ended			Ended			of operations) to
			June 30,			June 30,			June 30,			June 30,			June 30,
			2005			2004			2003			2002			2001⁽¹⁾

Net asset value, beginning of period			$	20.88		$	16.76		$	16.08		$	18.72		$	23.16

Income from investment operations:
	Net investment income (loss)⁽²⁾			(0.10	)		(0.22	)		(0.15	)		(0.09	)		0.28
	Net realized and unrealized gain (loss) on investments			2.91			4.34			0.83			(2.50	)		(1.82	)

	Total from investment operations			2.81			4.12			0.68			(2.59	)		(1.54	)

Distributions to shareholders from:
	Net investment income			—			—			—			(0.05	)		(0.36	)
	Net realized capital gain			(0.99	)		—			—			—			(2.54	)

	Total distributions			(0.99	)		—			—			(0.05	)		(2.90	)

Net Asset Value — End of period			$	22.70		$	20.88		$	16.76		$	16.08		$	18.72

Total Return⁽³⁾				13.69	%		24.58	%		4.23	%		(13.86	)%		(6.92	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	32,506		$	14,767		$	4,676		$	4,740		$	4,229
	Ratio of expenses to average net assets:
		Before fees paid indirectly through commission recapture		1.79	%		1.91	%		1.91	%		1.95	%		2.07	%
		After fees paid indirectly through commission recapture		1.74	%		1.91	%		1.91	%		1.95	%		2.07	%
	Ratio of net investment income (loss) to average net assets:
		Before fees paid indirectly through commission recapture		(0.53	)%		(1.16	)%		(1.32	)%		(0.68	)%		1.13	%
		After fees paid indirectly through commission recapture		(0.48	)%		(1.16	)%		(1.32	)%		(0.68	)%		1.13	%
Portfolio turnover rate				204.59	%		332.70	%		401.43	%		523.87	%		641.59	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 55

Financial Highlights

Quaker Core Equity Fund

(For a Share Outstanding Throughout the Period)


			Class A

			Year			Year			Year			Year			Year
			Ended			Ended			Ended			Ended			Ended
			June 30,			June 30,			June 30,			June 30,			June 30,
			2005			2004			2003			2002			2001

Net asset value, beginning of period			$	11.35		$	9.69		$	9.64		$	12.48		$	20.31

Income from investment operations:
	Net investment loss⁽¹⁾			(0.04	)		(0.11	)		(0.11	)		(0.15	)		(0.25	)
	Net realized and unrealized gain (loss) on investments			0.18			1.77			0.16			(2.69	)		(7.28	)

	Total from investment operations			0.14			1.66			0.05			(2.84	)		(7.53	)

Distributions to shareholders from:
	Net realized capital gain			—			—			—			—			(0.30	)

	Total distributions			—			—			—			—			(0.30	)

Net Asset Value — End of period			$	11.49		$	11.35		$	9.69		$	9.64		$	12.48

Total Return⁽²⁾				1.23	%		17.13	%		0.52	%		(22.76	)%		(37.33	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	8,290		$	8,604		$	7,687		$	10,504		$	13,888
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		1.93	%		2.10	%		2.02	%		2.21	%		2.11	%
		After expense reimbursements and waived fees		1.93	%		2.10	%		2.02	%		2.21	%		2.11	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(0.33	)%		(1.03	)%		(1.18	)%		(1.32	)%		(1.58	)%
		After expense reimbursements and waived fees		(0.33	)%		(1.03	)%		(1.18	)%		(1.32	)%		(1.58	)%
Portfolio turnover rate				88.76	%		239.70	%		223.82	%		124.48	%		127.53	%


(1)	The average shares outstanding method has been applied for per share information.

(2)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

56 2005 ANNUAL REPORT


			Class B

															For the
															period from
															November 14,
			Year			Year			Year			Year			2000
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	11.04		$	9.50		$	9.52		$	12.42		$	16.97

Income from investment operations:
	Net investment loss⁽²⁾			(0.12	)		(0.19	)		(0.17	)		(0.23	)		(0.19	)
	Net realized and unrealized gain (loss) on investments			0.18			1.73			0.15			(2.67	)		(4.06	)

	Total from investment operations			0.06			1.54			(0.02	)		(2.90	)		(4.25	)

Distributions to shareholders from:
	Net realized capital gain			—			—			—			—			(0.30	)

	Total distributions			—			—			—			—			(0.30	)

Net Asset Value — End of period			$	11.10		$	11.04		$	9.50		$	9.52		$	12.42

Total Return⁽³⁾				0.54	%		16.21	%		(0.21	)%		(23.35	)%		(25.36	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	167		$	199		$	124		$	89		$	112
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.68	%		2.85	%		2.77	%		2.96	%		2.86	%
		After expense reimbursements and waived fees		2.68	%		2.85	%		2.77	%		2.96	%		2.86	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(1.08	)%		(1.78	)%		(1.93	)%		(2.07	)%		(2.33	)%
		After expense reimbursements and waived fees		(1.08	)%		(1.78	)%		(1.93	)%		(2.07	)%		(2.33	)%
Portfolio turnover rate				88.76	%		239.70	%		223.82	%		124.48	%		127.53	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 57

Financial Highlights

Quaker Core Equity Fund

(For a Share Outstanding Throughout the Period)


			Class C

			Year			Year			Year			Year			Year
			Ended			Ended			Ended			Ended			Ended
			June 30,			June 30,			June 30,			June 30,			June 30,
			2005			2004			2003			2002			2001

Net asset value, beginning of period			$	10.97		$	9.44		$	9.46		$	12.34		$	20.33

Income from investment operations:
	Net investment loss⁽¹⁾			(0.12	)		(0.18	)		(0.18	)		(0.23	)		(0.34	)
	Net realized and unrealized gain (loss) on investments			0.18			1.71			0.16			(2.65	)		(7.35	)

	Total from investment operations			0.06			1.53			(0.02	)		(2.88	)		(7.69	)

Distributions to shareholders from:
	Net realized capital gain			—			—			—			—			(0.30	)

	Total distributions			—			—			—			—			(0.30	)

Net Asset Value — End of period			$	11.03		$	10.97		$	9.44		$	9.46		$	12.34

Total Return⁽²⁾				0.55	%		16.21	%		(0.21	)%		(23.34	)%		(38.09	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	143		$	168		$	310		$	408		$	550
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.68	%		2.85	%		2.77	%		2.96	%		2.86	%
		After expense reimbursements and waived fees		2.68	%		2.85	%		2.77	%		2.96	%		2.86	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(1.08	)%		(1.78	)%		(1.93	)%		(2.07	)%		(2.34	)%
		After expense reimbursements and waived fees		(1.08	)%		(1.78	)%		(1.93	)%		(2.07	)%		(2.34	)%
Portfolio turnover rate				88.76	%		239.70	%		223.82	%		124.48	%		127.53	%


(1)	The average shares outstanding method has been applied for per share information.

(2)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

58 2005 ANNUAL REPORT


			Institutional Class

															For the
															period from
			Year			Year			Year			Year			July 14, 2000
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	10.84		$	9.23		$	9.16		$	11.83		$	20.37

Income from investment operations:
	Net investment loss⁽²⁾			(0.01	)		(0.08	)		(0.08	)		(0.11	)		(0.18	)
	Net realized and unrealized gain (loss) on investments			0.18			1.69			0.15			(2.56	)		(8.06	)

	Total from investment operations			0.17			1.61			0.07			(2.67	)		(8.24	)

Distributions to shareholders from:
	Net realized capital gain			—			—			—			—			(0.30	)

	Total distributions			—			—			—			—			(0.30	)

Net Asset Value — End of period			$	11.01		$	10.84		$	9.23		$	9.16		$	11.83

Total Return⁽³⁾				1.57	%		17.44	%		0.76	%		(22.57	)%		(40.71	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	2,857		$	2,894		$	2,511		$	2,387		$	4,252
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		1.68	%		1.85	%		1.77	%		1.96	%		1.86	%
		After expense reimbursements and waived fees		1.68	%		1.85	%		1.77	%		1.96	%		1.86	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(0.08	)%		(0.78	)%		(0.93	)%		(1.07	)%		(1.33	)%
		After expense reimbursements and waived fees		(0.08	)%		(0.78	)%		(0.93	)%		(1.07	)%		(1.33	)%
Portfolio turnover rate				88.76	%		239.70	%		223.82	%		124.48	%		127.53	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements

2005 ANNUAL REPORT 59

Financial Highlights

Quaker Small-Cap Growth Fund

(For a Share Outstanding Throughout the Period)


			Class A

															For the
															period from
			Year			Year			Year			Year			June 14, 2001
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	8.57		$	6.71		$	7.71		$	8.89		$	8.71

Income from investment operations:
	Net investment loss⁽²⁾			(0.10	)		(0.13	)		(0.15	)		(0.20	)		(0.01	)
	Net realized and unrealized gain (loss) on investments			1.03			1.99			(0.85	)		(0.98	)		0.19

	Total from investment operations			0.93			1.86			(1.00	)		(1.18	)		0.18

Net Asset Value — End of period			$	9.50		$	8.57		$	6.71		$	7.71		$	8.89

Total Return⁽³⁾				10.85	%		27.72	%		(12.97	)%		(13.27	)%		2.07	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	484		$	291		$	117		$	140		$	31
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.05	%		2.09	%		2.63	%		2.61	%		2.86	%
		After expense reimbursements and waived fees		2.05	%		2.09	%		2.63	%		2.61	%		2.26	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(1.15	)%		(1.62	)%		(2.20	)%		(2.35	)%		(2.49	)%
		After expense reimbursements and waived fees		(1.15	)%		(1.62	)%		(2.20	)%		(2.35	)%		(2.02	)%
Portfolio turnover rate				115.81	%		191.91	%		250.36	%		154.51	%		151.73	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

60 2005 ANNUAL REPORT


			Class B

															For the
															period from
			Year			Year			Year			Year			March 15, 2001
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	8.35		$	6.61		$	7.67		$	8.90		$	7.96

Income from investment operations:
	Net investment loss⁽²⁾			(0.16	)		(0.19	)		(0.19	)		(0.25	)		(0.06	)
	Net realized and unrealized gain (loss) on investments			1.00			1.93			(0.87	)		(0.98	)		1.00

	Total from investment operations			0.84			1.74			(1.06	)		(1.23	)		0.94

Net Asset Value — End of period			$	9.19		$	8.35		$	6.61		$	7.67		$	8.90

Total Return⁽³⁾				10.06	%		26.32	%		(13.82	)%		(13.82	)%		11.81	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	128		$	126		$	65		$	34		$	27
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.80	%		2.84	%		3.38	%		3.36	%		3.61	%
		After expense reimbursements and waived fees		2.80	%		2.84	%		3.38	%		3.36	%		3.01	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(1.90	)%		(2.37	)%		(2.95	)%		(3.10	)%		(3.24	)%
		After expense reimbursements and waived fees		(1.90	)%		(2.37	)%		(2.95	)%		(3.10	)%		(2.77	)%
Portfolio turnover rate				115.81	%		191.91	%		250.36	%		154.51	%		151.73	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 61

Financial Highlights

Quaker Small-Cap Growth Fund

(For a Share Outstanding Throughout the Period)


			Class C

												For the
												period from
			Year			Year			Year			October 17, 2001
			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			June 30, 2002⁽¹⁾

Net asset value, beginning of period			$	8.40		$	6.64		$	7.67		$	7.50

Income from investment operations:
	Net investment loss⁽²⁾			(0.16	)		(0.19	)		(0.19	)		(0.20	)
	Net realized and unrealized gain (loss) on investments			1.00			1.95			(0.84	)		0.37

	Total from investment operations			0.84			1.76			(1.03	)		0.17

Net Asset Value — End of period			$	9.24		$	8.40		$	6.64		$	7.67

Total Return⁽³⁾				10.00	%		26.51	%		(13.43	)%		2.27	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	229		$	272		$	174		$	66
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.80	%		2.84	%		3.38	%		3.36	%
		After expense reimbursements and waived fees		2.80	%		2.84	%		3.38	%		3.36	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(1.90	)%		(2.37	)%		(2.95	)%		(3.10	)%
		After expense reimbursements and waived fees		(1.90	)%		(2.37	)%		(2.95	)%		(3.10	)%
Portfolio turnover rate				115.81	%		191.91	%		250.36	%		154.51	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

62 2005 ANNUAL REPORT


			Institutional Class

															For the
															period from
			Year			Year			Year			Year			September 18, 2000
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	8.78		$	6.86		$	7.77		$	8.93		$	10.00

Income from investment operations:
	Net investment loss⁽²⁾			(0.08	)		(0.11	)		(0.12	)		(0.17	)		(0.11	)
	Net realized and unrealized gain (loss) on investments			1.05			2.03			(0.79	)		(0.99	)		(0.96	)

	Total from investment operations			0.97			1.92			(0.91	)		(1.16	)		(1.07	)

Net Asset Value — End of period			$	9.75		$	8.78		$	6.86		$	7.77		$	8.93

Total Return⁽³⁾				11.05	%		27.99	%		(11.71	)%		(12.99	)%		(10.70	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	2,424		$	2,162		$	1,680		$	3,593		$	3,978
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		1.80	%		1.84	%		2.38	%		2.36	%		2.61	%
		After expense reimbursements and waived fees		1.80	%		1.84	%		2.38	%		2.36	%		2.01	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(0.90	)%		(1.37	)%		(1.95	)%		(2.10	)%		(2.24	)%
		After expense reimbursements and waived fees		(0.90	)%		(1.37	)%		(1.95	)%		(2.10	)%		(1.77	)%
Portfolio turnover rate				115.81	%		191.91	%		250.36	%		154.51	%		151.73	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 63

Financial Highlights

Quaker Capital Opportunities Fund

(For a Share Outstanding Throughout the Period)


			Class A												Class B

												For the												For the
												period from												period from
			Year			Year			Year			January 31, 2002			Year			Year			Year			May 2, 2002
			Ended			Ended			Ended			(commencement			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			of operations) to			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			June 30, 2002⁽¹⁾			2005			2004			2003			June 30, 2002⁽¹⁾

Net asset value, beginning of period			$	11.45		$	9.05		$	9.43		$	10.00		$	11.38		$	9.05		$	9.50		$	10.01

Income from investment operations:
	Net investment loss⁽²⁾			(0.12	)		(0.13	)		(0.03	)		(0.04	)		(0.21	)		(0.19	)		(0.08	)		(0.03	)
	Net realized and unrealized gain (loss) on investments			1.19			2.64			(0.35	)		(0.53	)		1.18			2.63			(0.37	)		(0.48	)

	Total from investment operations			1.07			2.51			(0.38	)		(0.57	)		0.97			2.44			(0.45	)		(0.51	)

Distributions to shareholders from:
	Net realized capital gain			(1.23	)		(0.11	)		—			—			(1.23	)		(0.11	)		—			—

	Total distributions			(1.23	)		(0.11	)		—			—			(1.23	)		(0.11	)		—			—

Net Asset Value — End of period			$	11.29		$	11.45		$	9.05		$	9.43		$	11.12		$	11.38		$	9.05		$	9.50

Total Return⁽³⁾				9.66	%		27.83	%		(4.03	)%		(5.70	)%		8.80	%		27.05	%		(4.74	)%		(5.10	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	11,970		$	7,250		$	2,868		$	2,044		$	1,176		$	1,098		$	926		$	374
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		1.95	%		1.98	%		2.05	%		2.53	%		2.70	%		2.73	%		2.80	%		3.28	%
		After expense reimbursements and waived fees		1.95	%		1.98	%		2.05	%		2.53	%		2.70	%		2.73	%		2.80	%		3.28	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(1.08	)%		(1.12	)%		(0.28	)%		(1.09	)%		(1.83	)%		(1.87	)%		(1.03	)%		(1.84	)%
		After expense reimbursements and waived fees		(1.08	)%		(1.12	)%		(0.28	)%		(1.09	)%		(1.83	)%		(1.87	)%		(1.03	)%		(1.84	)%
Portfolio turnover rate				226.62	%		230.58	%		692.80	%		180.94	%		226.62	%		230.58	%		692.80	%		180.94	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

64 2005 ANNUAL REPORT


			Class C

												For the
												period from
			Year			Year			Year			May 2, 2002
			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			June 30, 2002⁽¹⁾

Net asset value, beginning of period			$	11.38		$	9.05		$	9.50		$	10.01

Income from investment operations:
	Net investment loss⁽²⁾			(0.21	)		(0.19	)		(0.09	)		(0.03	)
	Net realized and unrealized gain (loss) on investments			1.18			2.63			(0.36	)		(0.48	)

	Total from investment operations			0.97			2.44			(0.45	)		(0.51	)

Distributions to shareholders from:
	Net realized capital gain			(1.23	)		(0.11	)		—			—

	Total distributions			(1.23	)		(0.11	)		—			—

Net Asset Value — End of period			$	11.12		$	11.38		$	9.05		$	9.50

Total Return⁽³⁾				8.80	%		27.05	%		(4.74	)%		(5.10	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	11,932		$	10,757		$	8,735		$	2,108
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.70	%		2.73	%		2.80	%		3.28	%
		After expense reimbursements and waived fees		2.70	%		2.73	%		2.80	%		3.28	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(1.83	)%		(1.87	)%		(1.03	)%		(1.84	)%
		After expense reimbursements and waived fees		(1.83	)%		(1.87	)%		(1.03	)%		(1.84	)%
Portfolio turnover rate				226.62	%		230.58	%		692.80	%		180.94	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements

2005 ANNUAL REPORT 65

Financial Highlights

Quaker Biotech Pharma-Healthcare Fund

(For a Share Outstanding Throughout the Period)


			Class A									Class B

									For the									For the
									period from									period from
			Year			Year			October 14, 2002			Year			Year			September 23, 2002
			Ended			Ended			(commencement			Ended			Ended			(commencement
			June 30,			June 30,			of operations) to			June 30,			June 30,			of operations) to
			2005			2004			June 30, 2003⁽¹⁾			2005			2004			June 30, 2003⁽¹⁾

Net asset value, beginning of period			$	13.64		$	11.83		$	10.00		$	13.47		$	11.77		$	10.00

Income from investment operations:
	Net investment loss⁽²⁾			(0.19	)		(0.28	)		(0.08	)		(0.29	)		(0.37	)		(0.08	)
	Net realized and unrealized gain (loss) on investments			(0.22	)		2.80			1.91			(0.21	)		2.78			1.85

	Total from investment operations			(0.41	)		2.52			1.83			(0.50	)		2.41			1.77

Distributions to shareholders from:
	Net realized capital gain			(0.93	)		(0.71	)		—			(0.93	)		(0.71	)		—

	Total distributions			(0.93	)		(0.71	)		—			(0.93	)		(0.71	)		—

Net Asset Value — End of period			$	12.30		$	13.64		$	11.83		$	12.04		$	13.47		$	11.77

Total Return⁽³⁾				(3.22	)%		21.97	%		18.30	%		(3.95	)%		21.12	%		17.70	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	15,295		$	9,908		$	2,611		$	1,238		$	1,761		$	1,565
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.31	%		2.41	%		2.68	%		3.06	%		3.16	%		3.43	%
		After expense reimbursements and waived fees		2.31	%		2.41	%		2.64	%		3.06	%		3.16	%		3.39	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(1.56	)%		(2.15	)%		(2.22	)%		(2.31	)%		(2.90	)%		(2.97	)%
		After expense reimbursements and waived fees		(1.56	)%		(2.15	)%		(2.18	)%		(2.31	)%		(2.90	)%		(2.93	)%
Portfolio turnover rate				272.82	%		139.37	%		108.76	%		272.82	%		139.37	%		108.76	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

66 2005 ANNUAL REPORT


			Class C

									For the
									period from
			Year			Year			November 20, 2002
			Ended			Ended			(commencement
			June 30,			June 30,			of operations) to
			2005			2004			June 30, 2003⁽¹⁾

Net asset value, beginning of period			$	13.48		$	11.78		$	10.02

Income from investment operations:
	Net investment loss⁽²⁾			(0.28	)		(0.37	)		(0.09	)
	Net realized and unrealized gain (loss) on investments			(0.22	)		2.78			1.85

	Total from investment operations			(0.50	)		2.41			1.76

Distributions to shareholders from:
	Net realized capital gain			(0.93	)		(0.71	)		—

	Total distributions			(0.93	)		(0.71	)		—

Net Asset Value — End of period			$	12.05		$	13.48		$	11.78

Total Return⁽³⁾				(3.95	)%		21.11	%		17.57	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	4,038		$	4,084		$	1,588
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		3.06	%		3.16	%		3.43	%
		After expense reimbursements and waived fees		3.06	%		3.16	%		3.39	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(2.31	)%		(2.90	)%		(2.97	)%
		After expense reimbursements and waived fees		(2.31	)%		(2.90	)%		(2.93	)%
Portfolio turnover rate				272.82	%		139.37	%		108.76	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements

2005 ANNUAL REPORT 67

Financial Highlights

Quaker Small-Cap Trend Fund

(For a Share Outstanding Throughout the Period)


			Class A						Class C						Institutional Class

						For the						For the						For the
						period from						period from						period from
			Year			February 17, 2004			Year			February 17, 2004			Year			February 17, 2004
			Ended			(commencement of			Ended			(commencement of			Ended			(commencement of
			June 30,			operations) to			June 30,			operations) to			June 30,			operations) to
			2005			June 30, 2004⁽¹⁾			2005			June 30, 2004⁽¹⁾			2005			June 30, 2004⁽¹⁾

Net asset value, beginning of period			$	9.94		$	10.00		$	9.89		$	10.00		$	9.92		$	10.00

Income from investment operations:
	Net investment loss⁽²⁾			(0.17	)		(0.03	)		(0.24	)		(0.05	)		(0.12	)		(0.03	)
	Net realized and unrealized gain (loss) on investments			1.09			(0.03	)		1.06			(0.06	)		1.05			(0.05	)

	Total from investment operations			0.92			(0.06	)		0.82			(0.11	)		0.91			(0.08	)

Distributions to shareholders from:
	Net realized capital gain			(0.03	)		—			(0.03	)		—			(0.03	)		—

	Total distributions			(0.03	)		—			(0.03	)		—			(0.03	)		—

Net Asset Value — End of period			$	10.83		$	9.94		$	10.68		$	9.89		$	10.80		$	9.92

Total Return⁽³⁾				9.28	%		(0.60	)%		8.31%			(1.10	)%		9.20	%		(0.80	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	3,003		$	2,116		$	1,570		$	1,056		$	200		$	326
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.34	%		2.90	%		3.09	%		3.65	%		2.09	%		2.65	%
		After expense reimbursements and waived fees		2.13	%		2.02	%		2.88	%		2.77	%		1.88	%		1.77	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(1.87	)%		(1.97	)%		(2.62	)%		(2.72	)%		(1.62	)%		(1.72	)%
		After expense reimbursements and waived fees		(1.66	)%		(1.09	)%		(2.41	)%		(1.84	)%		(1.41	)%		(0.84	)%
Portfolio turnover rate				34.99	%		8.16	%		34.99	%		8.16	%		34.99	%		8.16	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements.

68 2005 ANNUAL REPORT

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Financial Highlights

Quaker Mid-Cap Value Fund

(For a Share Outstanding Throughout the Period)


			Class A

			Year			Year			Year			Year			Year
			Ended			Ended			Ended			Ended			Ended
			June 30,			June 30,			June 30,			June 30,			June 30,
			2005			2004			2003			2002			2001

Net asset value, beginning of period			$	16.03		$	10.75		$	11.80		$	11.41		$	10.75

Income from investment operations:
	Net investment loss⁽¹⁾			(0.09	)		(0.13	)		(0.01	)		(0.11	)		(0.13	)
	Net realized and unrealized gain (loss) on investments			2.09			5.41			(0.54	)		0.84			0.87

	Total from investment operations			2.00			5.28			(0.55	)		0.73			0.74

Distributions to shareholders from:
	Net realized capital gain			(1.36	)		—			(0.50	)		(0.34	)		(0.08	)

	Total distributions			(1.36	)		—			(0.50	)		(0.34	)		(0.08	)

Net Asset Value — End of period			$	16.67		$	16.03		$	10.75		$	11.80		$	11.41

Total Return⁽²⁾				12.57	%		49.12	%		(3.99	)%		6.45	%		6.95	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	40,198		$	30,393		$	8,143		$	5,168		$	1,405
	Ratio of expenses to average net assets:
		Before fees paid indirectly through commission recapture		1.84	%		2.01	%		2.11	%		2.14	%		2.63	%
		After fees paid indirectly through commission recapture		1.66	%		2.01	%		2.11	%		2.14	%		2.63	%
	Ratio of net investment income (loss) to average net assets:
		Before fees paid indirectly through commission recapture		(0.73	)%		(0.84	)%		0.02	%		(0.83	)%		(1.05	)%
		After fees paid indirectly through commission recapture		(0.55	)%		(0.84	)%		0.02	%		(0.83	)%		(1.05	)%
Portfolio turnover rate				186.72	%		134.73	%		122.76	%		106.60	%		195.06	%


(1)	The average shares outstanding method has been applied for per share information.

(2)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

70 2005 ANNUAL REPORT


			Class B

															For the
															period from
			Year			Year			Year			Year			January 4, 2001
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	15.69		$	10.60		$	11.71		$	11.38		$	10.41

Income from investment operations:
	Net investment loss⁽²⁾			(0.20	)		(0.21	)		(0.07	)		(0.21	)		(0.07	)
	Net realized and unrealized gain (loss) on investments			2.03			5.30			(0.54	)		0.88			1.04

	Total from investment operations			1.83			5.09			(0.61	)		0.67			0.97

Distributions to shareholders from:
	Net realized capital gain			(1.36	)		—			(0.50	)		(0.34	)		—

	Total distributions			(1.36	)		—			(0.50	)		(0.34	)		—

Net Asset Value — End of period			$	16.16		$	15.69		$	10.60		$	11.71		$	11.38

Total Return⁽³⁾				11.73	%		48.02	%		(4.56	)%		5.93	%		0.89	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	2,452		$	3,055		$	2,211		$	2,515		$	520
	Ratio of expenses to average net assets:
		Before fees paid indirectly through commission recapture		2.59	%		2.76	%		2.86	%		2.89	%		3.38	%
		After fees paid indirectly through commission recapture		2.41	%		2.76	%		2.86	%		2.89	%		3.38	%
	Ratio of net investment loss to average net assets:
		Before fees paid indirectly through commission recapture		(1.48	)%		(1.59	)%		(0.73	)%		(1.58	)%		(1.80	)
		After fees paid indirectly through commission recapture		(1.30	)%		(1.59	)%		(0.73	)%		(1.58	)%		(1.80	)
Portfolio turnover rate				186.72	%		134.73	%		122.76	%		106.60	%		195.06	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are in integral part of the financial statements.

2005 ANNUAL REPORT 71

Financial Highlights

Quaker Mid-Cap Value Fund

(For a Share Outstanding Throughout the Period)


			Class C

															For the
															period from
			Year			Year			Year			Year			July 31, 2000
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	15.49		$	10.47		$	11.59		$	11.31		$	10.00

Income from investment operations:
	Net investment loss⁽²⁾			(0.20	)		(0.21	)		(0.07	)		(0.20	)		(0.18	)
	Net realized and unrealized gain (loss) on investments			2.01			5.23			(0.55	)		0.82			1.57

	Total from investment operations			1.81			5.02			(0.62	)		0.62			1.39

Distributions to shareholders from:
	Net realized capital gain			(1.36	)		—			(0.50	)		(0.34	)		(0.08	)

	Total distributions			(1.36	)		—			(0.50	)		(0.34	)		(0.08	)

Net Asset Value — End of period			$	15.94		$	15.49		$	10.47		$	11.59		$	11.31

Total Return⁽³⁾				11.75	%		47.95	%		(4.69	)%		5.52	%		13.96	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	13,379		$	9,138		$	4,815		$	5,508		$	1,523
	Ratio of expenses to average net assets:
		Before fees paid indirectly through commission recapture		2.59	%		2.76	%		2.86	%		2.89	%		3.38	%
		After fees paid indirectly through commission recapture		2.41	%		2.76	%		2.86	%		2.89	%		3.38	%
	Ratio of net investment loss to average net assets:
		Before fees paid indirectly through commission recapture		(1.48	)%		(1.59	)%		(0.73	)%		(1.58	)%		(1.80	)
		After fees paid indirectly through commission recapture		(1.30	)%		(1.59	)%		(0.73	)%		(1.58	)%		(1.80	)
Portfolio turnover rate				186.72	%		134.73	%		122.76	%		106.60	%		195.06	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

72 2005 ANNUAL REPORT


			Institutional Class

															For the
															period from
			Year			Year			Year			Year			November 21, 2000
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	16.27		$	10.88		$	11.90		$	11.49		$	10.17

Income from investment operations:
	Net investment income (loss)⁽²⁾			(0.05	)		(0.07	)		0.04			(0.06	)		(0.04	)
	Net realized and unrealized gain (loss) on investments			2.12			5.46			(0.56	)		0.81			1.44

	Total from investment operations			2.07			5.39			(0.52	)		0.75			1.40

Distributions to shareholders from:
	Net realized capital gain			(1.36	)		—			(0.50	)		(0.34	)		(0.08	)

	Total distributions			(1.36	)		—			(0.50	)		(0.34	)		(0.08	)

Net Asset Value — End of period			$	16.98		$	16.27		$	10.88		$	11.90		$	11.49

Total Return⁽³⁾				12.83	%		49.54	%		(3.70	)%		6.58	%		13.83	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	1,752		$	1,672		$	1,060		$	6,499		$	5,485
	Ratio of expenses to average net assets:
		Before fees paid indirectly through commission recapture		1.59	%		1.76	%		1.86	%		1.89	%		2.38	%
		After fees paid indirectly through commission recapture		1.41	%		1.76	%		1.86	%		1.89	%		2.38	%
	Ratio of net investment income (loss) to average net assets:
		Before fees paid indirectly through commission recapture		(0.48	)%		(0.59	)%		0.27	%		(0.58	)%		(0.80	)
		After fees paid indirectly through commission recapture		(0.30	)%		(0.59	)%		0.27	%		(0.58	)%		(0.80	)
Portfolio turnover rate				186.72	%		134.73	%		122.76	%		106.60	%		195.06	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements

2005 ANNUAL REPORT 73

Financial Highlights

Quaker Small-Cap Value Fund

(For a Share Outstanding Throughout the Period)


			Class A

			Year			Year			Year			Year			Year
			Ended			Ended			Ended			Ended			Ended
			June 30,			June 30,			June 30,			June 30,			June 30,
			2005			2004			2003			2002			2001

Net asset value, beginning of period			$	18.95		$	14.17		$	14.91		$	15.63		$	12.57

Income from investment operations:
	Net investment loss⁽¹⁾			(0.14	)		(0.09	)		(0.22	)		(0.22	)		(0.16	)
	Net realized and unrealized gain on investments			2.39			4.90			0.38			0.26			3.83

	Total from investment operations			2.25			4.81			0.16			0.04			3.67

Distributions to shareholders from:
	Net realized capital gain			(1.81	)		(0.03	)		(0.90	)		(0.76	)		(0.61	)

	Total distributions			(1.81	)		(0.03	)		(0.90	)		(0.76	)		(0.61	)

Net Asset Value — End of period			$	19.39		$	18.95		$	14.17		$	14.91		$	15.63

Total Return⁽²⁾				12.17	%		33.97	%		2.28	%		0.54	%		29.67	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	21,818		$	17,516		$	7,393		$	7,885		$	5,522
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		1.94	%		1.68	%		2.63	%		2.72	%		2.65	%
		After expense reimbursements and waived fees		1.94	%		1.68	%		2.58	%		2.60	%		2.65	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(0.75	)%		(0.52	)%		(1.83	)%		(1.60	)%		(1.46	)%
		After expense reimbursements and waived fees		(0.75	)%		(0.52	)%		(1.78	)%		(1.48	)%		(1.46	)%
Portfolio turnover rate				127.20	%		101.86	%		89.57	%		82.66	%		124.37	%


(1)	The average shares outstanding method has been applied for per share information.

(2)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

74 2005 ANNUAL REPORT


			Class B

															For the
															period from
			Year			Year			Year			Year			November 14, 2000
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	18.43		$	13.89		$	14.75		$	15.59		$	13.90

Income from investment operations:
	Net investment loss⁽²⁾			(0.27	)		(0.21	)		(0.31	)		(0.35	)		(0.26	)
	Net realized and unrealized gain on investments			2.31			4.78			0.35			0.27			2.56

	Total from investment operations			2.04			4.57			0.04			(0.08	)		2.30

Distributions to shareholders from:
	Net realized capital gain			(1.81	)		(0.03	)		(0.90	)		(0.76	)		(0.61	)

	Total distributions			(1.81	)		(0.03	)		(0.90	)		(0.76	)		(0.61	)

Net Asset Value — End of period			$	18.66		$	18.43		$	13.89		$	14.75		$	15.59

Total Return⁽³⁾				11.33	%		32.93	%		1.46	%		(0.26	)%		16.96	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	1,005		$	985		$	759		$	540		$	104
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.69	%		2.43	%		3.38	%		3.47	%		3.48	%
		After expense reimbursements and waived fees		2.69	%		2.43	%		3.33	%		3.35	%		3.48	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(1.50	)%		(1.27	)%		(2.58	)%		(2.35)	%		(2.29	)%
		After expense reimbursements and waived fees		(1.50	)%		(1.27	)%		(2.53	)%		(2.23)	%		(2.29	)%
	Portfolio turnover rate			127.20	%		101.86	%		89.57	%		82.66	%		124.37	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 75

Financial Highlights

Quaker Small-Cap Value Fund

(For a Share Outstanding Throughout the Period)


			Class C

															For the
															period from
			Year			Year			Year			Year			July 28, 2000
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	18.02		$	13.56		$	14.42		$	15.25		$	12.46

Income from investment operations:
	Net investment loss⁽²⁾			(0.27	)		(0.21	)		(0.31	)		(0.33	)		(0.37	)
	Net realized and unrealized gain on investments			2.27			4.70			0.35			0.26			3.77

	Total from investment operations			2.00			4.49			0.04			(0.07	)		3.40

Distributions to shareholders from:
	Net realized capital gain			(1.81	)		(0.03	)		(0.90	)		(0.76	)		(0.61	)

	Total distributions			(1.81	)		(0.03	)		(0.90	)		(0.76	)		(0.61	)

Net Asset Value — End of period			$	18.21		$	18.02		$	13.56		$	14.42		$	15.25

Total Return⁽³⁾				11.37	%		33.14	%		1.49	%		(0.20	)%		27.82	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	6,597		$	3,914		$	1,383		$	973		$	273
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.69	%		2.43	%		3.38	%		3.47	%		3.48	%
		After expense reimbursements and waived fees		2.69	%		2.43	%		3.33	%		3.35	%		3.48	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(1.50	)%		(1.27	)%		(2.58	)%		(2.35	)%		(2.29	)
		After expense reimbursements and waived fees		(1.50	)%		(1.27	)%		(2.53	)%		(2.23	)%		(2.29	)
Portfolio turnover rate				127.20	%		101.86	%		89.57	%		82.66	%		124.37	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

76 2005 ANNUAL REPORT


			Institutional Class

															For the
															period from
			Year			Year			Year			Year			September 12, 2000
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	19.14		$	14.28		$	14.98		$	15.67		$	14.17

Income from investment operations:
	Net investment loss⁽²⁾			(0.09	)		(0.05	)		(0.19	)		(0.18	)		(0.17	)
	Net realized and unrealized gain on investments			2.41			4.94			0.39			0.25			2.28

	Total from investment operations			2.32			4.89			0.20			0.07			2.11

Distributions to shareholders from:
	Net realized capital gain			(1.81	)		(0.03	)		(0.90	)		(0.76	)		(0.61	)

	Total distributions			(1.81	)		(0.03	)		(0.90	)		(0.76	)		(0.61	)

Net Asset Value — End of period			$	19.65		$	19.14		$	14.28		$	14.98		$	15.67

Total Return⁽³⁾				12.42	%		34.27	%		2.55	%		0.73	%		15.31	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	26,963		$	25,783		$	15,214		$	16,919		$	19,158
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		1.69	%		1.43	%		2.38	%		2.47	%		2.48	%
		After expense reimbursements and waived fees		1.69	%		1.43	%		2.33	%		2.35	%		2.48	%
	Ratio of net investment loss to average net assets:
		Before expense reimbursements and waived fees		(0.50	)%		(0.27	)%		(1.58	)%		(1.35	)%		(1.29	)
		After expense reimbursements and waived fees		(0.50	)%		(0.27	)%		(1.53	)%		(1.23	)%		(1.29	)
	Portfolio turnover rate			127.20	%		101.86	%		89.57	%		82.66	%		124.37	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 77

Financial Highlights

Geewax Terker Core Value Fund

(For a Share Outstanding Throughout the Period)


			Class A

												For the
												period from
			Year			Year			Year			March 26, 2002
			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			June 30, 2002⁽¹⁾

Net asset value, beginning of period			$	11.54		$	9.28		$	9.29		$	10.00

Income from investment operations:
	Net investment income (loss)⁽²⁾			0.06			(0.06	)		(0.09	)		(0.03	)
	Net realized and unrealized gain (loss) on investments			1.26			2.32			0.08			(0.68	)

	Total from investment operations			1.32			2.26			(0.01	)		(0.71	)

Distributions to shareholders from:
	Net realized capital gain			(1.00	)		—			—			—

	Total distributions			(1.00	)		—			—			—

Net Asset Value — End of period			$	11.86		$	11.54		$	9.28		$	9.29

Total Return⁽³⁾				11.60	%		24.35	%		(0.11	)%		(7.10	)

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	1,943		$	1,449		$	1,045		$	957
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.09	%		2.14	%		2.12	%		2.21	%
		After expense reimbursements and waived fees		1.04	%		1.94	%		2.12	%		2.21	%
	Ratio of net investment income (loss) to average net assets:
		Before expense reimbursements and waived fees		(0.56	)%		(0.78	)%		(1.01	)%		(1.14	)
		After expense reimbursements and waived fees		0.49	%		(0.58	)%		(1.01	)%		(1.14	)
Portfolio turnover rate				103.24	%		156.88	%		151.69	%		19.31	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

78 2005 ANNUAL REPORT

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Financial Highlights

Quaker Fixed Income Fund

(For a Share Outstanding Throughout the Period)


			Class A

			Year			Year			Year			Year			Year
			Ended			Ended			Ended			Ended			Ended
			June 30,			June 30,			June 30,			June 30,			June 30,
			2005			2004			2003			2002			2001

Net asset value, beginning of period			$	9.40		$	9.81		$	10.09		$	10.06		$	9.85

Income from investment operations:
	Net investment income⁽¹⁾			0.42			0.26			0.52			0.86			0.55
	Net realized and unrealized gain (loss) on investments			0.08			(0.41	)		(0.28	)		0.03			0.21

	Total from investment operations			0.50			(0.15	)		0.24			0.89			0.76

Distributions to shareholders from:
	Net investment income			(0.42	)		(0.26	)		(0.52	)		(0.86	)		(0.55	)

	Total distributions			(0.42	)		(0.26	)		(0.52	)		(0.86	)		(0.55	)

Net Asset Value — End of period			$	9.48		$	9.40		$	9.81		$	10.09		$	10.06

Total Return⁽²⁾				5.39	%		(1.32	)%		2.52	%		9.06	%		2.46	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	1,038		$	1,227		$	2,621		$	10,818		$	7,991
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		1.75	%		1.84	%		1.91	%		2.04	%		2.08	%
		After expense reimbursements and waived fees		1.22	%		1.75	%		1.91	%		2.04	%		2.08	%
	Ratio of net investment income to average net assets:
		Before expense reimbursements and waived fees		3.85	%		2.81	%		5.35	%		8.48	%		5.43	%
		After expense reimbursements and waived fees		4.38	%		2.90	%		5.35	%		8.48	%		5.43	%
Portfolio turnover rate				33.77	%		98.15	%		600.89	%		163.40	%		180.47	%


(1)	The average shares outstanding method has been applied for per share information.

(2)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

80 2005 ANNUAL REPORT


			Class B

															For the
															period from
			Year			Year			Year			Year			April 5, 2001
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	9.36		$	9.77		$	10.07		$	10.06		$	10.33

Income from investment operations:
	Net investment income⁽²⁾			0.34			0.21			0.45			0.80			0.09
	Net realized and unrealized gain (loss) on investments			0.09			(0.41	)		(0.30	)		0.01			(0.25	)

	Total from investment operations			0.43			(0.20	)		0.15			0.81			(0.16	)

Distributions to shareholders from:
	Net investment income			(0.35	)		(0.21	)		(0.45	)		(0.80	)		(0.11	)

	Total distributions			(0.35	)		(0.21	)		(0.45	)		(0.80	)		(0.11	)

Net Asset Value — End of period			$	9.44		$	9.36		$	9.77		$	10.07		$	10.06

Total Return⁽³⁾				4.62	%		(2.04	)%		1.62	%		8.24	%		(1.55	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	636		$	980		$	1,634		$	716		$	1
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.50	%		2.59	%		2.66	%		2.79	%		2.90	%
		After expense reimbursements and waived fees		1.97	%		2.50	%		2.66	%		2.79	%		2.90	%
	Ratio of net investment income to average net assets:
		Before expense reimbursements and waived fees		3.10	%		2.06	%		4.60	%		7.73	%		5.61	%
		After expense reimbursements and waived fees		3.63	%		2.15	%		4.60	%		7.73	%		5.61	%
Portfolio turnover rate				33.77	%		98.15	%		600.89	%		163.40	%		180.47	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements

2005 ANNUAL REPORT 81

Financial Highlights

Quaker Fixed Income Fund

(For a Share Outstanding Throughout the Period)


			Class C

															For the
															period from
			Year			Year			Year			Year			January 12, 2001
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	9.36		$	9.78		$	10.08		$	10.06		$	10.14

Income from investment operations:
	Net investment income⁽²⁾			0.34			0.21			0.45			0.80			0.20
	Net realized and unrealized gain (loss) on investments			0.09			(0.42	)		(0.30	)		0.02			(0.05	)

	Total from investment operations			0.43			(0.21	)		0.15			0.82			0.15

Distributions to shareholders from:
	Net investment income			(0.35	)		(0.21	)		(0.45	)		(0.80	)		(0.23	)

	Total distributions			(0.35	)		(0.21	)		(0.45	)		(0.80	)		(0.23	)

Net Asset Value — End of period			$	9.44		$	9.36		$	9.78		$	10.08		$	10.06

Total Return⁽³⁾				4.62	%		(2.12	)%		1.64	%		8.30	%		1.46	%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	1,987		$	2,695		$	3,333		$	1,208		$	32
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		2.50	%		2.59	%		2.66	%		2.79	%		2.90	%
		After expense reimbursements and waived fees		1.97	%		2.50	%		2.66	%		2.79	%		2.90	%
	Ratio of net investment income to average net assets:
		Before expense reimbursements and waived fees		3.10	%		2.06	%		4.60	%		7.73	%		5.61	%
		After expense reimbursements and waived fees		3.63	%		2.15	%		4.60	%		7.73	%		5.61	%
Portfolio turnover rate				33.77	%		98.15	%		600.89	%		163.40	%		180.47	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

82 2005 ANNUAL REPORT


			Institutional Class

															For the
															period from
			Year			Year			Year			Year			April 16, 2001
			Ended			Ended			Ended			Ended			(commencement
			June 30,			June 30,			June 30,			June 30,			of operations) to
			2005			2004			2003			2002			June 30, 2001⁽¹⁾

Net asset value, beginning of period			$	9.39		$	9.80		$	10.08		$	10.06		$	10.25

Income from investment operations:
	Net investment income⁽²⁾			0.44			0.31			0.55			0.89			0.11
	Net realized and unrealized gain (loss) on investments			0.07			(0.41	)		(0.28	)		0.02			(0.16	)

	Total from investment operations			0.51			(0.10	)		0.27			0.91			(0.05	)

Distributions to shareholders from:
	Net investment income			(0.44	)		(0.31	)		(0.55	)		(0.89	)		(0.14	)

	Total distributions			(0.44	)		(0.31	)		(0.55	)		(0.89	)		(0.14	)

Net Asset Value — End of period			$	9.46		$	9.39		$	9.80		$	10.08		$	10.06

Total Return⁽³⁾				5.56	%		(1.07	)%		2.80	%		9.23	%		(0.52	)%

Ratios/supplemental data
	Net assets, end of period (000’s omitted)		$	90		$	306		$	312		$	29		$	34
	Ratio of expenses to average net assets:
		Before expense reimbursements and waived fees		1.50	%		1.59	%		1.66	%		1.79	%		1.90	%
		After expense reimbursements and waived fees		0.97	%		1.50	%		1.66	%		1.79	%		1.90	%
	Ratio of net investment income to average net assets:
		Before expense reimbursements and waived fees		4.10	%		3.06	%		5.60	%		8.73	%		5.61	%
		After expense reimbursements and waived fees		4.63	%		3.15	%		5.60	%		8.73	%		5.61	%
Portfolio turnover rate				33.77	%		98.15	%		600.89	%		163.40	%		180.47	%


(1)	Ratios have been annualized, total return and portfolio turnover have not been annualized.

(2)	The average shares outstanding method has been applied for per share information.

(3)	Total investment return is based on the change in net asset value of a share during the period and assumes reinvestments of dividends and distributions at net asset value and does not reflect the impact of sales charge.

The accompanying notes are an integral part of the financial statements.

2005 ANNUAL REPORT 83

Notes to the Financial Statements

Note 1 — Organization

The Quaker Investment Trust (the “Trust”), a diversified, open-end management investment company, was organized as a Massachusetts Business Trust on October 24, 1990, and is registered under the Investment Company Act of 1940, as amended as an open-end management investment company. The Trust’s amended and restated Agreement and Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest. The Trust has established the following ten series: Quaker Core Equity Fund, Quaker Strategic Growth Fund, Quaker Mid-Cap Value Fund, Quaker Small-Cap Value Fund, Quaker Small-Cap Growth Fund, Quaker Fixed Income Fund, Quaker Biotech Pharma-Healthcare Fund, Quaker Capital Opportunities Fund, Geewax Terker Core Value Fund, and Quaker Small-Cap Trend Fund (each a “Fund” and collectively, the “Funds”). The Investment objectives of each Fund are set forth below.

Quaker Core Equity Fund (“Core Equity”), Quaker Strategic Growth Fund (“Strategic Growth”), and Quaker Small-Cap Value Fund (“Small-Cap Value”) all commenced operations on November 25, 1996. Quaker Mid-Cap Value Fund (Mid-Cap Value”) commenced operations on December 31, 1997. Quaker Small-Cap Growth Fund (“Small-Cap Growth”) commenced operations on September 18, 2000. The investment objective of these Funds is to provide shareholders with long-term capital growth by investing primarily in equity securities of domestic U.S. companies.

Quaker Fixed Income Fund (“Fixed Income”) commenced operations on November 25, 1996. The investment objective of Fixed Income is to generate current income, preserve capital and maximize total returns through active management of investment grade fixed income securities.

Quaker Capital Opportunities Fund (“Capital Opportunities”) commenced operations on January 31, 2002. The investment objective of Capital Opportunities is to build shareholder wealth through the achievement of long-term capital growth.

Geewax Terker Core Value Fund (“Core Value”) commenced operations on March 26, 2002. Core Value seeks to achieve long capital appreciation through the prudent investment of securities issued by companies considered by the sub-adviser to be “value” oriented companies.

Quaker Biotech Pharma-Healthcare Fund (“Biotech”) commenced operations on September 23, 2002. The investment objective of Biotech is to build shareholder wealth through long-term capital appreciation.

Quaker Small-Cap Trend Fund (“Small-Cap Trend”) commenced operations on February 17, 2004. The investment objective of Small-Cap Trend is to build shareholder wealth through long-term capital growth.

Core Equity, Strategic Growth, Small-Cap Value, Mid-Cap Value, Small-Cap Growth and Fixed Income offer four classes of shares (Class A, Class B, Class C and Institutional shares). Class A shares are charged a front-end sales charge and a distribution and servicing fee; Class B shares bear a contingent deferred sales charge (“CDSC”) that declines to zero over an average of seven years coupled with additional distribution and servicing fees; Class C shares bear an additional distribution and servicing fee and a CDSC of 1% for a period of thirteen months; and Institutional Class shares bear no front-end sales charges or CDSC’s, but higher minimum investment limitations.

Capital Opportunities, Biotech, and Core Value offer Class A, Class B and Class C shares. Small-Cap Trend offers Class A, Class C and Institutional shares.

Note 2 — Summary of Significant Accounting Policies and Other Information

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America for investment companies.

A. Security Valuation. The Funds’ investments in securities are carried at market value. Securities listed on an exchange or quoted on a national market system are generally valued at the last quoted sales price at the time of valuation. Other securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the most recent bid price. Each security reported on the Nasdaq National Market System is valued at the Nasdaq Official Closing Price.

The Funds have adopted fair valuation procedures to value securities at fair market value in certain circumstances and has established a Valuation Committee responsible for determining when fair valuing a security is necessary and appropriate. The Funds will value securities at fair market value when market quotations are not readily available or when securities can not be accurately valued within established pricing procedures. The Valuation Committee may also fair value foreign securities whose prices may have been affected by events occurring after the close of trading in their respective markets but prior to the time the Fund holding the foreign securities calculates its net asset value. The Funds’ fair valuation procedures are designed to help ensure that prices at which Fund shares are purchased and redeemed are fair and do not result in dilution of shareholder interest or other harm to shareholders.

Short-term investments are valued at amortized cost, which approximates fair market value.

84 2005 ANNUAL REPORT

Note 2 — Summary of Significant Accounting Policies and Other Information (Continued)

B. Federal Income Taxes. It is the Funds’ policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of their taxable income to shareholders. Therefore, no federal income tax provision is required.

Net investment income (loss) and net realized gains (losses) may differ for financial statement and income tax purposes primarily due to investments which have a different basis for financial statement and income tax purposes. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains were recorded by each Fund. Temporary differences that result in over-distribution for financial statement purposes are classified as distributions in excess of net investment income or accumulated net realized gains. Permanent differences in the recognition of earnings are reclassified to additional paid-in capital. Distributions in excess of tax-basis earnings are recorded as a return of capital.

C. Security Transactions and Investment Income. Security transactions are recorded on the trade date. Realized gains and losses are determined using the specific identification cost method. Interest income on debt securities is recorded daily on the accrual basis. Discounts and premiums on debt securities are amortized over their respective lives. Dividend income is recorded on the ex-dividend date, or as soon as information is available to the Fund.

Strategic Growth and Biotech make short sales of investments, which are transactions in which the Fund sells a security it does not own in anticipation of a decline in the fair value of that security. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund is then obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The broker retains the proceeds of short sales to the extent necessary to meet margin requirements until the short position is closed out.

D. Option Writing. Strategic Growth, Capital Opportunities, and Biotech may write options. When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.

E. Foreign Currency Transaction. Securities and other assets and liabilities denominated in foreign currencies are converted each business day into U.S. dollars based on the prevailing rates of exchange. Purchases and sales of portfolio securities and income and expenses are converted into U.S. dollars on the respective dates of such transactions.

Gains and losses resulting from changes in exchange rates applicable to foreign securities are not reported separately from gains and losses arising from movements in securities prices.

Net realized foreign exchange gains and losses include gains and losses from sales and maturities of foreign currency exchange contracts, gains and losses realized between the trade and settlement dates of foreign securities transactions, and the difference between the amount of dividends, interest and foreign withholding taxes on the fund’s books and the U.S. dollar equivalent of the amounts actually received. Net unrealized foreign exchange gains and losses include gains and losses from changes in the fair value of assets and liabilities denominated in foreign currencies other than portfolio securities, resulting from changes in exchange rates.

F. Multiple Class Allocations. Each class of shares has equal rights as to earnings and assets except that each class bears different distribution and shareholder servicing expenses. Each class of shares has exclusive voting rights with respects to matters that affect just that class. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

G. Distributions to Shareholders. Except for Fixed Income, which declares dividends monthly, each Fund generally declares dividends annually, payable in December, on a date selected by the Trust’s Board of Trustees. In addition, distributions may be made annually in December out of net realized gains through October 31 of that calendar year. Distributions to shareholders are recorded on the ex-dividend date. Each Fund may make a supplemental distribution subsequent to the end of its fiscal year ending June 30.

H. Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of

2005 ANNUAL REPORT 85

Notes to the Financial Statements

Note 2 — Summary of Significant Accounting Policies and Other Information (Continued)

contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Note 3 — Investment Advisory Fee and Other Related Party Transactions

Quaker Funds, Inc. (“QFI”) serves as Investment Advisor to each Fund. Pursuant to separate investment sub-advisory agreements, QFI has selected the following persons to serve as sub-advisers:


Fund		Sub-Adviser

Strategic Growth		DG Capital Management

Core Equity		Geewax, Terker & Co.

Small-Cap Growth		Geewax, Terker & Co.

Capital Opportunities		Knott Capital Management

Biotech		Sectoral Asset Management, Inc.

Small-Cap Trend		TrendStar Advisors, LLC

Mid-Cap Value		Global Capital Management, Inc.*

Small-Cap Value		Aronson+Johnson+Ortiz, LP

Core Value		Geewax, Terker & Co.

Fixed Income		Andres Capital Management**

The sub-advisers provide each Fund with a continuous program for the investment of the Fund’s assets, including the composition of its portfolio, and furnishes advice and recommendations with respect to investments, investment policies and the purchase and sale of securities.


*	On May 3, 2005, Global Capital Management, Inc. replaced Schneider Capital Management Company as sub-adviser to Mid-Cap Value.


**	Effective July 11, 2005, Andres Capital Management’s subadvisory agreement with respect to Fixed Income was terminated. Upon such termination, QFI is responsible for providing a continuous investment program for Fixed Income.

Each Fund paid QFI aggregate fees in the amounts shown in the table below for the fiscal year ended June 30, 2005.


							Advisory fee &
				Annual			subadvisory
	Annual			subadvisory fee			fees
	aggregate			paid to the			waived &
	advisory fee			sub-adviser by			reimbursed
	paid to QFI			QFI as a			as a percentage
	as a percentage			percentage of			of average
Fund	of net assets			net assets			net assets

Strategic Growth		1.30	%		0.75	%		N/A

Core Equity		1.05	%		0.75	%		N/A

Small-Cap Growth		1.05	%		0.75	%		N/A

Capital Opportunities		1.16	%		0.86	%		N/A

Biotech		1.45	%		0.95	%		N/A

Small-Cap Trend		1.20	%		0.70	%		0.21	%

Mid-Cap Value		1.05	%		0.75	%		N/A

Small-Cap Value		1.17	%		0.87	%		N/A

Core Value		1.05	%		0.75	%		1.05	%

Fixed Income		0.65	%		0.35	%		0.30	%

For the fiscal year ended June 30, 2005, QFI earned and reimbursed fees as follows:


			Advisory fees
Fund	Advisory fees		waived/reimbursed

Strategic Growth	$	6,278,727	$	—

Core Equity		120,847		—

Small-Cap Growth		31,005		—

Capital Opportunities		266,129

Biotech		271,203		—

Small-Cap Trend		53,189		9,392

Mid-Cap Value		587,021		—

Small-Cap Value		598,933

Core Value		17,194		17,194

Fixed Income		28,468		13,161

Prior to May 3, 2005, Capital Opportunities paid (i) an advisory fee equal to 0.30% annualized, of the Fund’s average daily net assets, and (ii) a subadvisory fee that consisted of two components. The first component of the subadvisory fee was a base fee equal to 0.75% annualized, of the Fund’s daily net assets, averaged over the preceding 12-month rolling period. The second component was a performance adjustment that either increased or decreased the base fee, depending on how the Fund had performed relative to its benchmark, the S&P 500® Index (“S&P Index”). Based on the Fund’s investment performance compared to the S&P Index for the preceding 12-month period, the Fund’s subadvisory base fee would increase to as high as 1.25% or decrease to as low as 0.3416% of the Fund’s daily net assets, averaged over the preceding 12-month rolling period. However, effective May 3, 2005, the Fund replaced the performance-based subadvisory

86 2005 ANNUAL REPORT

Note 3 — Investment Advisory Fee and Other Related Party Transactions (Continued)

fee rate with a fixed annual fee rate after the new subadvisory fee structure was approved by the Fund’s shareholders. Under the current advisory fee structure, the Capital Opportunities pays QFI a total advisory and subadvisory fees of 1.05% (0.30% to QFI and 0.75% to the sub-adviser) annualized, of the Fund’s average daily net assets.

Similarly, prior to May 3, 2005, Small-Cap Value paid (i) an advisory fee equal to 0.30% annualized, of the Fund’s average daily net assets, and (ii) a subadvisory fee that consisted of two components. The first component of the subadvisory fee was a base fee equal to 0.90% annualized, of the Fund’s daily net assets averaged over the preceding 12-month rolling period. The second component was a performance adjustment that either increased or decreased the base fee, depending on how the Fund had performed relative to its benchmark, the Russell 2000® Index (“Russell Index”). Based on the Fund’s investment performance compared to the Russell Index for the preceding 12-month period, the Fund’s subadvisory base fee would increase to as high as 1.50% or decrease to as low as 0.30% of the Fund’s daily net assets, averaged over the preceding 12-month rolling period. However, effective May 3, 2005, the Fund replaced the performance-based subadvisory fee rate with a fixed annual fee rate after the new subadvisory fee structure was approved by the Fund’s shareholders. Under the current advisory fee structure, Small-Cap Value pays QFI a total advisory and subadvisory fees of 1.20% (0.30% to QFI and 0.90% to the sub-adviser) annualized, of the Fund’s average daily net assets. The sub-adviser to Small-Cap Value has voluntarily agreed to charge Small-Cap Value a subadvisory fee rate of 0.85% on the first $25 million of assets of the Fund and 0.80% on all amounts in excess of $25 million, in accordance with the sub-adviser’s “most favored nation” policy that provides for a subadvisory fee based upon a rate no greater than the lowest rate offered by the sub-adviser to another client with a similar investment objective. However, in the event that the investment advisory services provided to that client is terminated, the subadvisory fee rates offered to Small-Cap Value would revert to the contractual fee rate of 0.90% per annum.

QFI voluntarily agreed to waive its management fee to the extent that the total operating expenses of Small-Cap Value (exclusive of interest, taxes, brokerage commissions and other costs incurred in connection with the purchase or sale of portfolio securities, and extraordinary items) exceed the annual rate of 2.60% for Class A, 3.35% for Classes B and C, and 2.35% for Class I of the average net assets of each class, respectively. QFI currently has no intention to terminate this arrangement, however, it may do so at any time in its sole discretion. Since Small-Cap Trend’s inception through October 28, 2004, QFI voluntarily agreed to waive its management fee to the extent that the total operating expenses of the Fund (exclusive of interest, taxes, brokerage commissions and other costs incurred in connection with the purchase or sale of portfolio securities, and extraordinary items) exceed the annual rate of 2.05% for Class A, 2.80% for Classes C, and 1.80% for Class I of the average net assets of each class, respectively. Effective October 28, 2004, QFI voluntarily agreed to waive its management fee to the extent that the total operating expenses of Small-Cap Trend (exclusive of interest, taxes, brokerage commissions and other costs incurred in connection with the purchase or sale of portfolio securities, and extraordinary items) exceed the annual rate of 2.15% for Class A, 2.90% for Classes C, and 1.90% for Class I of the average net assets of each class, respectively. QFI currently has no intention to terminate this arrangement, however, it may do so at any time in its sole discretion.

At a shareholders’ meeting held on May 3, 2005, the shareholders of Mid-Cap Value approved a new subadvisory agreement with Global Capital Management, Inc., which will replace Schneider Capital Management Company as the new sub-adviser to the Fund, effective as of May 3, 2005.

Citco Mutual Fund Services, Inc. serves as the Administrator (the “Administrator”) and Transfer Agent (the “Transfer Agent”) for the Trust. The Administrator provides administrative services to and is generally responsible for the overall management and day-to-day operations of each Fund pursuant to an accounting and administrative agreement with the Trust. The Transfer Agent maintains the records of each shareholder’s account, answers shareholder inquiries concerning accounts, processes purchases and redemptions of Fund shares, acts as dividend and distribution disbursing agent, and performs other shareholder servicing functions. As compensation for its services, the Administrator will receive a fee at the annual rate of 0.35% of the aggregate of the Trust’s first $200 million of average daily net assets, 0.175% of the next $300 million of average daily net assets, and 0.15% of the net assets in excess of $500 million. Effective July 1, 2005, as compensation for its services, the Administrator receives a fee at the annual rate of 0.35% of the aggregate of the Trust’s first $200 million of average daily net assets, 0.175% of the next $300 million of average daily net assets, and 0.10% of the net assets in excess of $500 million. For the fiscal year ended June 30, 2005, the Administrator earned fees of $1,463,777 and waived $9,836 for the Fixed Income Fund.

Citco Mutual Fund Distributor, Inc. (the “Distributor”) serves as principle underwriter for the Trust. The Trust has adopted distribution and shareholder servicing plans pursuant to Rule 12b-1 of the Investment Company Act of 1940 for each class for each Fund with the exception of Class I. The Class A Plan provides that each Fund may pay a servicing or Rule 12b-1 fee at an annual rate of 0.25% of the Funds average net assets on a monthly basis to persons or institutions for performing certain servicing functions for the Funds shareholders. The Plan also allows the Fund to pay or reimburse expenditures in connection with sales and promotional

2005 ANNUAL REPORT 87

Notes to the Financial Statements

Note 3 — Investment Advisory Fee and Other Related Party Transactions (Continued)

services related to distribution of the Funds shares, including personal services provided to prospective and existing shareholders. The Class B and C Plans provide that each Fund may compensate QFI and others for services provided and expenses incurred in the distribution of shares at an annual rate of 1.00% of the Funds’ average net assets on a monthly basis.

The Distributor received approximately $137,297 in underwriter commissions from the sale of Fund shares in the fiscal year ended June 30, 2005. The Chief Executive Officer and the former President of the Trust, as registered representatives licensed with the Distributor and as wholesalers for the Funds, together received approximately $86,290 of these commissions. This amount was determined by an agreement based on a percentage of the above underwriter’s commissions.

QFI has informed the Trust that for the fiscal year ended June 30, 2005 it received contingent deferred sales charges from certain redemptions of the Funds’ Class B shares and Class C shares of $75,466 and $19,798, respectively. The respective shareholders pay such charges, which are not an expense of the Fund.

The Chief Executive Officer and Treasurer of the Trust, as a registered representative at Quaker Securities, Inc. (“QSI”) for the portion of the fiscal year prior to April 4, 2005 and thereafter as a registered representative at Radnor Research and Trading (“Radnor”), received a portion of the brokerage commissions paid to affiliated brokers for portfolio transactions executed on behalf of the Funds and reimbursed commissions were as follows:


	Commissions		Commissions
Fund	Paid		Recaptured

Strategic Growth	$	926,224	$	229,214	⁽¹⁾

Capital Opportunities		173,913		—

Biotech		23,148		—

Mid-Cap Value		275,080		101,138	⁽¹⁾

Small-Cap Value		760		—

Core Value		40		—


⁽¹⁾	Under the terms of certain commission recapture agreements with QSI and Radnor, the commissions recaptured by the Funds were used to offset the respective Fund’s total expenses, which are reflected under the line item “Fees paid indirectly” of each Fund’s Statement of Operations for the fiscal year ended June 30, 2005.

Note 4 — Purchases and Sales of Investments

For the fiscal year ended June 30, 2005, aggregate purchases and sales of investment securities (excluding short-term investments) for each fund were as follows:


Fund	Purchases		Sales

Strategic Growth	$	821,167,703	$	793,252,205

Core Equity		10,166,451		11,532,236

Small-Cap Growth		3,447,683		3,383,313

Capital Opportunities		53,386,301		51,566,558

Biotech		39,724,383		33,087,020

Small-Cap Trend		2,246,309		1,536,084

Mid-Cap Value		107,168,959		98,923,006

Small-Cap Value		66,793,539		65,198,059

Core Value		2,056,256		1,676,406

Fixed Income		1,440,888		2,896,956

Note 5 — Options Written

A summary of option contracts written by the Trust during the fiscal year ended June 30, 2005 were as follows:


	Strategic Growth Calls

	Number of			Option
	Options			Premiums

Options outstanding at beginning of year		1,300		$	1,556,100
Options written		2,496			892,350
Options closed		(3,796	)		(2,448,450	)
Options exercised		—			—
Options expired		—			—

Options outstanding at end of year		—		$	—


	Capital Opportunities Calls

	Number of			Option
	Options			Premiums

Options outstanding at beginning of year		—		$	—
Options written		5,255			1,675,801
Options closed		(3,570	)		(1,150,780	)
Options exercised		(100	)		(92,096	)
Options expired		(15	)		(1,665	)

Options outstanding at end of year		1,570		$	431,260


	Biotech Calls

	Number of			Option
	Options			Premiums

Options outstanding at beginning of year		—		$	—
Options written		668			53,067
Options closed		(668	)		(53,067	)
Options exercised		—			—
Options expired		—			—

Options outstanding at end of year		—		$	—

88 2005 ANNUAL REPORT

Note 5 — Options Written (Continued)

One option contract is equivalent to one hundred shares of common stock.

As of June 30, 2005, portfolio securities valued at $6,172,880 were subject to covered call options written by Capital Opportunities.

Note 6 — Tax Matters

For U.S. federal income tax purposes, the cost of securities owned (including proceeds for securities sold short), gross appreciation, gross depreciation, and net unrealized appreciation/(depreciation) of investments at June 30, 2005 for each fund were as follows:


					Gross			Net
			Gross		Depreciation			Appreciation
Fund	Cost		Appreciation					(Depreciation)

Strategic Growth	$	526,760,320	$	65,154,346	$	(5,173,773	)	$	59,980,573

Core Equity		11,189,786		1,114,972		(746,342	)		368,630

Small-Cap Growth		2,845,050		538,367		(114,806	)		423,561

Capital Opportunities		22,463,952		2,782,523		(879,158	)		1,903,365

Biotech		15,793,348		1,283,882		(700,921	)		582,961

Small-Cap Trend		4,300,033		712,880		(245,316	)		467,564

Mid-Cap Value		54,425,728		4,718,878		(298,389	)		4,420,489

Small-Cap Value		50,536,169		7,760,876		(1,431,388	)		6,329,488

Core Value		1,774,748		255,886		(98,524	)		157,362

Fixed Income		3,687,829		121,779		(53,975	)		67,804

The difference between book basis and tax basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales.

As of June 30, 2005, the components of distributable earnings on a tax basis were as follows:


	Unrealized												Total
	Appreciation		Undistributed		Undistributed		Capital Loss			Post-October			Distributable
Fund	(Depreciation)		Ordinary Income		Capital Gains		Carryforward			Capital Loss			Earnings

Strategic Growth	$	59,980,573	$	10,999,423	$	14,614,139	$	—		$	—		$	85,594,135

Core Equity		368,630		—		—		(5,619,170	)		(1,675	)		(5,252,215	)

Small-Cap Growth		423,561		—		—		(521,953	)		—			(98,392	)

Capital Opportunities		1,903,365		584,621		964,571		—			—			3,452,557

Biotech		582,961		—		101,855		—			(771,366	)		(86,550	)

Small-Cap Trend		467,564		—		16,736		—			—			484,300

Mid-Cap Value		4,420,489		1,750,348		3,482,108		—			—			9,652,945

Small-Cap Value		6,329,488		2,135,007		5,819,403		—			—			14,283,898

Core Value		157,362		100,077		649		—			—			258,088

Fixed Income		67,804		28,840		—		(1,065,235	)		(4,178	)		(972,769	)

The undistributed ordinary income, capital gains and carryforward losses shown above differ from the corresponding accumulated net investment income and accumulated net realized gain (loss) figures reported in the statements of assets and liabilities due to differing book/tax treatment of short-term capital gains, pay-down gains and losses, and certain temporary book/tax differences such as the deferral of realized losses on wash sales and net losses realized after October 31st.

2005 ANNUAL REPORT 89

Notes to the Financial Statements

Note 6 — Tax Matters (Continued)

Under current tax law, foreign currency and net capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. The funds elected to defer net capital losses as indicated in the table below.

At June 30, 2005, the capital loss carryovers for the funds were as follows:


	Capital Loss Carryovers Expiring												Post-October Losses

Fund	2008		2009		2010		2011		2012		Total		Deferred		Utilized

Core Equity		—		—		3,260,670		2,358,500		—		5,619,170		1,675		—

Small-Cap Growth		—		—		28,923		493,030		—		521,953		—		—

Biotech		—		—		—		—		—		—		771,366		2,988

Fixed Income		234,251		1,998		—		244,206		584,780		1,065,235		4,178		1,759

Note 7 — Reclassifications of Capital Accounts

In accordance with accounting pronouncements, each fund has recorded reclassifications in the capital accounts. These reclassifications have no impact on the net asset value of the Funds and are designed generally to present undistributed income and realized gains on a tax basis which is considered to be more informative to the shareholder. As of June 30, 2005, the Funds recorded the following reclassification to increase (decrease) the accounts listed below:


						Capital Paid
	Undistributed		Accumulated			in on Shares
	Net Investment		Net Realized			of Beneficial
Fund	Income		Gain (Loss)			Interest

Strategic Growth	$	3,978,102	$	(3,978,102	)		—

Core Equity		33,074		—			(33,074	)

Small-Cap Growth		31,162		—			(31,162	)

Capital Opportunities		340,640		(340,640	)		—

Biotech		333,579		(3,666	)		(329,913	)

Small-Cap Trend		83,401		(81,084	)		(2,317	)

Mid-Cap Value		411,873		(411,873	)		—

Small-Cap Value		367,254		(367,254	)		—

Fixed Income		28,840		(28,840	)

Note 8 — Distributions to Shareholders

Income and long-term capital gain distributions are determined in accordance with Federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. The information set forth below is for each Fund’s fiscal year as required by federal securities laws.

The tax character of dividends and distributions paid during the fiscal years of 2005 and 2004 were as follows:


					Long-Term Capital
	Ordinary Income				Gain

Fund	2005		2004		2005		2004

Strategic Growth	$	14,604,513	$	—	$	6,669,406	$	—

Capital Opportunities		1,635,701		163,648		774,000		—

Biotech		1,520,402		462,368		13,366		—

Small-Cap Trend		14,692		—		—		—

Mid-Cap Value		621,816		—		3,970,945		—

Small-Cap Value		1,661,370		—		3,143,293		66,496

Core Value		2,289		—		130,938		—

Fixed Income		167,358		158,607		—		—

90 2005 ANNUAL REPORT

Note 9 — Fund Share Transactions

At June 30, 2005, there were an unlimited number of shares of beneficial interest with a $0.01 par value, authorized. The following table summarizes the activity in shares of each Fund:

Strategic Growth

																	��
		For the Fiscal Year Ended: June 30, 2005									For the Fiscal Year Ended: June 30, 2004

		Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
	Shares		10,789,379		(2,793,339	)		768,441		23,626,494		8,454,086		(2,572,901	)		—		14,862,013
	Value	$	232,425,751	$	(59,667,146	)	$	16,521,488			$	157,795,823	$	(49,073,860	)	$	—

Class B
	Shares		12,944		(105,073	)		33,028		740,281		39,658		(96,509	)				799,382
	Value	$	274,719	$	(2,202,207	)	$	691,271			$	692,868	$	(1,828,243	)	$	—

Class C
	Shares		1,308,880		(182,237	)		100,666		3,088,871		1,087,655		(145,935	)		—		1,861,562
	Value	$	27,229,607	$	(3,787,926	)	$	2,098,918			$	20,199,510	$	(2,715,698	)	$	—

Class I
	Shares		756,845		(80,391	)		48,377		1,432,081		444,804		(16,517	)		—		707,250
	Value	$	16,118,831	$	(1,771,279	)	$	1,050,747			$	8,948,989	$	(293,583	)	$	—

Core Equity


		For the Fiscal Year Ended: June 30, 2005									For the Fiscal Year Ended: June 30, 2004

		Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
	Shares		32,311		(69,174	)		—		721,500		39,004		(73,953	)		—		758,363
	Value	$	364,142	$	(804,415	)	$	—			$	419,011	$	(834,152	)	$	—

Class B
	Shares		—		(3,019	)		—		15,005		5,320		(349	)				18,024
	Value	$	—	$	(31,562	)	$	—			$	54,080	$	(3,698	)	$	—

Class C
	Shares		5,235		(7,573	)		—		13,009		2,253		(19,703	)		—		15,347
	Value	$	56,196	$	(79,227	)	$	—			$	23,927	$	(197,173	)	$	—

Class I
	Shares		3,052		(10,457	)		—		259,533		11,949		(16,905	)		—		266,938
	Value	$	33,401	$	(115,066	)	$	—			$	124,874	$	(173,673	)	$	—

2005 ANNUAL REPORT 91

Notes to the Financial Statements

Note 9 — Fund Share Transactions (Continued)

Small-Cap Growth


		For the Fiscal Year Ended: June 30, 2005									For the Fiscal Year Ended: June 30, 2004

		Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
	Shares		25,170		(8,094	)				50,990		21,228		(4,735	)		—		33,914
	Value	$	219,597	$	(67,728	)	$	—			$	168,906	$	(39,110	)	$	—

Class B
	Shares		2,626		(3,793	)				13,880		7,725		(2,548	)		—		15,047
	Value	$	21,481	$	(30,424	)	$	—			$	57,543	$	(19,832	)	$	—

Class C
	Shares		2,488		(10,050	)				24,824		12,479		(6,243	)		—		32,386
	Value	$	22,360	$	(88,489	)	$	—			$	99,245	$	(51,504	)	$	—

Class I
	Shares		7,358		(5,010	)				248,700		1,443		—			—		246,352
	Value	$	65,792	$	(48,849	)	$	—			$	12,324	$	—		$	—

Capital Opportunities


		For the Fiscal Year Ended: June 30, 2005									For the Fiscal Year Ended: June 30, 2004

		Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
	Shares		806,413		(485,401	)		106,236		1,060,489		380,887		(68,739	)		4,116		633,241
	Value	$	9,184,573	$	(5,591,835	)	$	1,162,223			$	4,051,530	$	(739,662	)	$	41,823

Class B
	Shares		18,553		(20,618	)		11,292		105,748		17,898		(24,885	)		1,179		96,521
	Value	$	206,495	$	(230,812	)	$	122,180			$	181,003	$	(266,243	)	$	11,949

Class C
	Shares		247,686		(220,312	)		100,281		1,073,329		315,039		(345,809	)		10,700		945,674
	Value	$	2,773,173	$	(2,464,784	)	$	1,085,098			$	3,201,907	$	(3,619,527	)	$	108,393

Biotech


		For the Fiscal Year Ended: June 30, 2005									For the Fiscal Year Ended: June 30, 2004

		Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
	Shares		767,509		(334,100	)		83,948		1,243,874		628,690		(144,106	)		21,149		726,517
	Value	$	9,875,429	$	(4,106,232	)	$	1,066,977			$	8,365,859	$	(1,876,271	)	$	260,345

Class B
	Shares		946		(37,389	)		8,545		102,828		31,377		(40,146	)		6,587		130,726
	Value	$	12,166	$	(451,840	)	$	106,729			$	402,225	$	(503,596	)	$	80,425

Class C
	Shares		93,137		(81,821	)		20,782		335,124		270,928		(110,617	)		7,902		303,026
	Value	$	1,157,095	$	(982,724	)	$	259,775			$	3,504,791	$	(1,408,157	)	$	96,482

92 2005 ANNUAL REPORT

Note 9 — Fund Share Transactions (Continued)

Small-Cap Trend


		For the Fiscal Year Ended: June 30, 2005									For the Period Ended: June 30, 2004

		Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
	Shares		164,219		(100,738	)		889		277,282		248,983		(36,071	)		—		212,912
	Value	$	1,592,263	$	(1,021,329	)	$	9,323			$	2,468,853	$	(342,301	)	$	—

Class C
	Shares		60,128		(20,392	)		424		146,982		106,822		—			—		106,822
	Value	$	585,630	$	(200,941	)	$	4,407			$	1,031,136	$	—		$	—

Class I
	Shares		5,623		(20,053	)		50		18,487		32,884		(17	)		—		32,867
	Value	$	54,100	$	(201,332	)	$	523			$	310,957	$	(169	)	$	—

Mid-Cap Value


		For the Fiscal Year Ended: June 30, 2005									For the Fiscal Year Ended: June 30, 2004

		Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
	Shares		1,544,250		(1,203,205	)		174,910		2,411,806		1,783,151		(644,701	)		—		1,895,851
	Value	$	25,014,802	$	(19,035,655	)	$	2,877,270			$	25,800,352	$	(9,142,215	)	$	—

Class B
	Shares		10,766		(68,844	)		15,181		151,783		10,625		(24,530	)		—		194,680
	Value	$	171,361	$	(1,093,776	)	$	243,043			$	148,453	$	(351,350	)	$	—

Class C
	Shares		381,064		(186,339	)		54,914		839,479		229,297		(99,435	)		—		589,840
	Value	$	5,980,853	$	(2,899,986	)	$	867,101			$	3,185,208	$	(1,395,707	)	$	—

Class I
	Shares		11,757		(20,207	)		8,862		103,198		8,022		(2,652	)		—		102,786
	Value	$	193,207	$	(330,012	)	$	148,258			$	113,956	$	(40,094	)	$	—

Small-Cap Value


		For the Fiscal Year Ended: June 30, 2005									For the Fiscal Year Ended: June 30, 2004

		Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
	Shares		391,788		(283,951	)		93,027		1,125,357		610,099		(208,293	)		1,069		924,493
	Value	$	7,375,275	$	(5,295,796	)	$	1,747,981			$	10,798,184	$	(3,672,135	)	$	18,201

Class B
	Shares		4,733		(9,386	)		5,028		53,825		7,583		(8,861	)		100		53,450
	Value	$	86,833	$	(171,183	)	$	91,362			$	125,700	$	(148,689	)	$	1,662

Class C
	Shares		143,100		(22,465	)		24,518		362,340		146,989		(31,968	)		242		217,187
	Value	$	2,545,929	$	(395,083	)	$	434,457			$	2,394,163	$	(520,777	)	$	3,930

Class I
	Shares		4,795		(108,141	)		128,091		1,371,864		432,668		(153,176	)		2,417		1,347,119
	Value	$	87,489	$	(2,125,242	)	$	2,437,586			$	6,730,260	$	(2,865,464	)	$	41,520

2005 ANNUAL REPORT 93

Notes to the Financial Statements

Note 9 — Fund Share Transactions (Continued)

Core Value


		For the Fiscal Year Ended: June 30, 2005									For the Fiscal Year Ended: June 30, 2004

		Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
	Shares		27,287		(203	)		11,196		163,801		13,098		(121	)		—		125,521
	Value	$	322,033	$	(2,411	)	$	130,328			$	145,604	$	(1,272	)	$	—

Fixed Income


		For the Fiscal Year Ended: June 30, 2005									For the Fiscal Year Ended: June 30, 2004

		Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
	Shares		30,093		(55,369	)		4,207		109,455		285,610		(427,244	)		4,907		130,524
	Value	$	285,213	$	(525,448	)	$	39,860			$	2,753,526	$	(4,125,347	)	$	47,059

Class B
	Shares		3,241		(43,444	)		2,970		67,398		34,876		(100,164	)		2,688		104,631
	Value	$	30,612	$	(410,520	)	$	28,031			$	334,406	$	(961,973	)	$	25,677

Class C
	Shares		53,925		(137,290	)		5,974		210,544		364,416		(422,628	)		5,226		287,935
	Value	$	508,740	$	(1,296,579	)	$	56,371			$	3,500,812	$	(4,037,033	)	$	49,945

Class I
	Shares		3,500		(27,003	)		405		9,512		—		(265	)		1,033		32,610
	Value	$	33,497	$	(255,717	)	$	3,826			$	—	$	(2,566	)	$	9,887

94 2005 ANNUAL REPORT

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of
The Quaker Investment Trust
Malvern, Pennsylvania

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the Quaker Strategic Growth Fund, Quaker Core Equity Fund, Quaker Small-Cap Growth Fund, Quaker Capital Opportunities Fund, Quaker Biotech Pharma-Healthcare Fund, Quaker Small-Cap Trend Fund, Quaker Mid-Cap Value Fund, Quaker Small-Cap Value Fund, Gewax Terker Core Value Fund, and Quaker Fixed Income Fund, each a series of shares of beneficial interest of the Quaker Investment Trust, as of June 30, 2005, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years or period in the two-year period then ended, and the financial highlights for each of the years or periods indicated therein. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2005, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Quaker Strategic Growth Fund, Quaker Core Equity Fund, Quaker Small-Cap Growth Fund, Quaker Capital Opportunities Fund, Quaker Biotech Pharma-Healthcare Fund, Quaker Small-Cap Trend Fund, Quaker Mid-Cap Value Fund, Quaker Small-Cap Value Fund, Gewax Terker Core Value Fund, and Quaker Fixed Income Fund, as of June 30, 2005, the results of their operations for the year then ended, the changes in their net assets for each of the years or period in the two-year period then ended, and their financial highlights for each of the years or periods indicated therein, in conformity with accounting principles generally accepted in the United States of America.

BRIGGS, BUNTING & DOUGHERTY, LLP

Philadelphia, Pennsylvania
August 11, 2005

2005 ANNUAL REPORT 95

Trustees and Officers

June 30, 2005

The Board of Trustees (“Board” or “Trustees”) has overall responsibility for conduct of the Trust’s affairs. The day-to-day operations of the Trust are managed by QFI, subject to the Bylaws of the Trust and review by the Board. The Trustees of the Trust, including those Trustees who are also officers, are listed below.

��

Serving as

Number of

Other

Officer or

Portfolios

Directorships

Position(s) Held

Trustee

Overseen by

Held by

Name, Address and Age

with the Trust

Since

Principal Occupation(s) During Past 5 Years

Trustee

Nominee(1)

Interested Trustees and Officers

Jeffry H. King, Sr.(2)(3)
309 Technology Drive
Malvern, PA 19355
Age 62

Chief Executive Officer, Treasurer and Trustee

Since Nov. 1996

Chairman of Board of Directors and Chief Executive Officer, Quaker Funds, Inc. (1996–present); Registered Representative, Radnor Research & Trading Company, LLC (less than 1 year).

Laurie Keyes(3)(4)
309 Technology Drive
Malvern, PA 19355
Age 55

Secretary and Trustee

Since Nov. 1996

Chief Financial Officer, Quaker Funds, Inc. (1996–present).

Timothy E. Richards
309 Technology Drive
Malvern, PA 19355
Age 39

Chief Compliance Officer.

Since March 2004

General Counsel to Quaker Funds, Inc. and CRA Fund Advisors, Inc. Chief Compliance Officer for the Quaker Investment Trust, The Community Reinvestment Act Qualified Investment Trust, and The Penn Street Investment Trust.

None

Independent Trustees

David K. Downes
309 Technology Drive
Malvern, PA 19355
Age 65

Chairman of the Board, Trustee

Since Jan. 2004

President, Chief Executive Officer and Director of CRA Fund Advisors Inc. (2004–present); President, Community Reinvestment Act Qualified Investment Fund (‘CRAQIF‘), an investment management company (2004–present); formerly, Chief Operating Officer and Chief Financial Officer, Lincoln National Investment Companies and Delaware Investments, the investment management subsidiary of Lincoln Financial Group (1992–2003); Chief Executive Officer, Delaware Investments Family of Funds, an investment management company (1997–2003).

Internet Capital Group, Inc. (a technology company) (2003–present).

Mark S. Singel
1251 Stone Creek Drive
Hummelstown, PA 17036
Age 51

Trustee

Since Feb. 2002

Director/Founder, The Winter Group (January 2005–present); formerly, Managing Director, Public Affairs Management (lobbying firm) (2000–2004).

None

Ambassador Adrian A. Basora (ret.)
1529 Walnut Street
Suite 610
Philadelphia, PA 19102
Age 66

Trustee

Since Feb. 2002

Director of Project on Democratic Transitions, Foreign Policy Research Institute (2004–present); formerly, President of Eisenhower Fellowships (1996–2004).

None

James R. Brinton
123 West Lancaster Avenue
Wayne, PA 19087
Age 50

Trustee

Since Feb. 2002

President, Robert J. McAllister Agency, Inc. (a commercial insurance brokerage firm) (1979–present).

Penn Street Fund, Inc. (“PSFI”)(5) (a registered investment management company) (2002–present).

G. Michael Mara
309 Technology Drive
Malvern, PA 19335
Age 49

Trustee

Since Feb. 2002

President, Valley Forge Capital Advisers (2002–present); President, Penn Street Fund, Inc. (2001–present); Registered Representative, Citco Mutual Fund Distributors, Inc. (“CMFD”) (2002–present); formerly, Managing Director, Millennium Bank (2000–2004); Principal, Vanguard Fiduciary Trust Company (1997–1999).

None

96 2005 ANNUAL REPORT

Serving as

Number of

Other

Officer or

Portfolios

Directorships

Position(s) Held

Trustee

Overseen by

Held by

Name, Address and Age

with the Trust

Since

Principal Occupation(s) During Past 5 Years

Trustee

Nominee(1)

Warren West
1700 Market Street
Philadelphia, PA 19103
Age 48

Trustee

Since Nov. 2003

President and owner, Greentree Brokerage Services, Inc. (1998–present).

None


(1)	Directorship of companies required to report to the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (i.e., “public companies”) and investment companies registered under the 1940 Act.

(2)	Mr. King is considered to be an “interested person” of the Trust for purposes of the 1940 Act because he is the Chief Executive Officer and a controlling shareholder of QFI. Mr. King is also a shareholder of CMFS, the administrator and transfer agent of the Trust. Mr. King previously served as a director of PSFI from May, 2002 until April, 2003. Mr. Mara currently serves as an officer of PSFI and Mr. Brinton currently serves on the Board of Directors of PSFI. The investment adviser of PSFI is Penn Street Investment Advisers, Inc. and the principal distributor of PSFI is CMFD, which also serves as the distributor for the Trust, an affiliate of CMFS.

(3)	This position is held with an affiliated person of the Trust. Mr. King and Ms. Keyes are husband and wife.

(4)	Ms. Keyes is considered to be an “interested person” of the Trust for purposes of the 1940 Act because she is the Secretary, Chief Financial Officer and a controlling shareholder of QFI.

(5)	CMFD, the distributor of the Funds, also serves as distributor of the shares of each series of PSFI.

The Statement of Additional Information for the Fund(s) includes additional information about the Trustees and Officers and is available, without charge, upon request by calling (800) 220-8888.

2005 ANNUAL REPORT 97

Approval of Advisory Agreement

Board of Trustees’ Consideration in Approving New Advisory Agreement and New Subadvisory Agreements for the Funds

Prior to the close of business on January 14, 2005, QFI was owned 50% by Mr. Kevin Mailey (“Mailey”), and owned 25% each by Mr. Jeffry H. King, Sr. and Ms. Laurie Keyes (collectively, “King/ Keyes”). After the close of business on January 14, 2005, King/ Keyes became the sole owners of QFI as a result of the acquisition by King/ Keyes of all of Mailey’s equity interests in QFI. Because King/ Keyes’ acquisition of all of Mailey’s equity interests in QFI resulted in a change of control of QFI (the “Change of Control”), the Trust’s previous investment advisory agreement with QFI and all the previous investment subadvisory agreements with the respective sub-advisers were “assigned,” as that term is defined by the Investment Company Act of 1940, as amended (the “1940 Act”), and the previous investment advisory and subadvisory agreements therefore terminated upon the completion of the acquisition. At a board meeting held on January 14, 2005 (the “January 14 Board Meeting”), the Board of Trustees of the Trust approved an interim advisory agreement with QFI (the “Interim Advisory Agreement”), and interim subadvisory agreements with the previous subadvisers, respectively (collectively, the “Interim Subadvisory Agreements”), that were substantially identical to the previous advisory agreement with QFI and previous subadvisory agreements with the respective subadvisers.

At an in-person meeting held on February 10, 2005, the Board of Trustees of the Trust, including all of the independent trustees of the Trust, unanimously approved a new investment advisory agreement with QFI (the “New Advisory Agreement”) and new investment subadvisory agreements with each previous sub-adviser, except for Quaker Mid-Cap Value Fund, where the Board unanimously approved a new subadvisory agreement with a new sub-adviser, Global Capital Management, Inc. (“G.C.M.”) (collectively, the “New Subadvisory Agreements”). The Board of Trustees then called for a shareholders meeting to approve the New Advisory Agreement and the New Subadvisory Agreements, and to ratify the Interim Advisory Agreement and the Interim Subadvisory Agreements. At a shareholders meeting held on May 3, 2005, the shareholders of each Fund approved the New Advisory Agreement with QFI, and the New Subadvisory Agreements with the respective sub-advisers.

In approving the New Advisory Agreement and the New Subadvisory Agreements, the Board of Trustees considered the following factors. The independent trustees also discussed the approval of the New Advisory Agreement with independent counsel in a separate session.

Factors considered by the Board in Approving a New Advisory Agreement with QFI

In evaluating the New Advisory Agreement, the Board requested and received information from QFI to assist in its deliberations. Further, because Board approval of the New Advisory Agreement with QFI was made necessary at this time solely as a result of the Change of Control and the technical requirements of the 1940 Act, the Board gave substantial weight to its consideration made at a June 8, 2004 Board meeting in renewing the previous advisory agreement with QFI, when considering the approval of the New Advisory Agreement.

In addition, the Board considered a presentation made by Mr. King at the January 14 Board Meeting, and the written responses to a questionnaire that Mr. King had provided regarding the Change of Control transaction and the proposed business plans of QFI. The Board also considered the following factors in determining reasonableness and fairness of the New Advisory Agreement with QFI:


	•	The qualifications of QFI to provide a range of management and administrative services. The Board reviewed the credentials and experience of officers and employees of QFI who will provide investment advisory and other services to the Funds following the departures of Mr. Kevin Mailey and Ms. Barbara Mailey. Specifically, the Board noted the (i) extensive background and significant relevant sales and marketing experience of recently retained sales personnel and their ability to promote and grow the Funds; (ii) compliance personnel in their ability to provide compliance oversight and address compliance issues as they arise (including, the hiring of a paralegal with the relevant mutual fund industry compliance experience); and (iii) financial strength of the principals of QFI.

	•	The range of advisory services provided by QFI. The Board reviewed the services to be provided by QFI under the New Advisory Agreement, and noted that the level and type of services that would be provided under the New Advisory Agreement would be identical to the management services that had been provided under the previous advisory agreement.

98 2005 ANNUAL REPORT


	•	The performance record of the Funds. The Board reviewed each Fund’s performance record and noted that out of the nine Funds that had been in existence for a period of one-year or more, eight of the Funds had outperformed their respective benchmark indices for the past one-year period, while three out of five Funds had outperformed their respective benchmark indices for each of the one-year, three-year and five-year periods considered. In that regard, the Board determined that QFI has developed the expertise and resources for selecting and managing qualified sub-advisers to provide investment advisory services to the Funds, in accordance with each Fund’s investment objective and strategies.

	•	Advisory fees and expenses. The Board examined the expense ratio and the level of advisory fees for each Fund under the New Advisory Agreement and noted that the advisory fees payable to QFI will remain unchanged from those paid by the Fund under the previous advisory agreement. In taking into account the overall strong performance of the Funds under QFI, the Board concluded that each Fund’s advisory fees under the New Advisory Agreement were fair and reasonable in light of the high quality management and administrative services that QFI would provide under the New Advisory Agreement. Because advisory fee information for investment companies with a “manager of managers” structure was not readily available, the Board did not consider the level of advisory fees for each Fund in comparison with other similar funds.

	•	The profitability of QFI. The Board reviewed information concerning the profitability of QFI’s (and its affiliates’) investment advisory and other services and its financial condition. The Board noted that each Fund’s advisory fee would remain the same under the New Advisory Agreement, and that QFI intends to continue the fee waivers currently in effect under the previous advisory agreement. The Board also noted that QFI had only begun to be profitable in the past two years, and that QFI’s current level of profitability was fair and reasonable considering the quality of management and the overall strong performance of the Funds under QFI.

After considering the above factors, the Board concluded that it is in the best interests of the Funds and their shareholders to approve the New Advisory Agreement between the Trust and QFI for the Funds.

Factors considered by the Board in Approving the New Subadvisory Agreements

In evaluating the approval of each New Subadvisory Agreement with the respective subadvisers, the Board requested and received information from QFI and each respective sub-adviser to assist in its deliberations. Further, because Board approval of the New Subadvisory Agreements were made necessary at this time solely as a result of the Change of Control and the technical requirements of the 1940 Act, the Board gave substantial weight to its consideration made at the June 8, 2004 Board meeting in renewing the previous subadvisory agreement with the previous sub-advisers (except for the new sub-adviser, G.C.M.), when considering the approval of the New Subadvisory Agreements.

Quaker Strategic Growth Fund

The Board also considered the following factors in determining reasonableness and fairness of the New Subadvisory Agreement between QFI and DG Capital Management, Inc. (“DGCM”), with respect to Quaker Strategic Growth Fund:


	•	The range of subadvisory services provided by DGCM. The Board reviewed the services to be provided by DGCM under the New Subadvisory Agreement, and noted that the level and type of investment subadvisory services under the New Subadvisory Agreement would be identical to those DGCM had provided under its previous subadvisory agreement. The Board also noted the strength of DGCM’s compliance program and its ability to provide compliance oversight, as well as the financial strength of DGCM.

	•	The performance record of Quaker Strategic Growth Fund. The Board reviewed the performance record of Quaker Strategic Growth Fund and noted that the Fund had outperformed its respective benchmark index for each of the one-year, three-year, five-year and since-inception periods considered. The Board also noted the favorable industry reviews the Fund and its portfolio manager had received recently in the print media, and determined that DGCM would continue to provide a high level of subadvisory services to the Fund under the New Subadvisory Agreement.

	•	Subadvisory fees and expenses. The Board gave substantial weight to the fact that the subadvisory fees charged by DGCM under the New Subadvisory Agreement is the same as that under the previous subadvisory agreement. Additionally, the Board ex-

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		amined the expense ratio and the level of subadvisory fees for the Fund and noted that the expense ratio for the Fund was minimally higher than the average peer group expense ratio. However, in considering the strong performance of the Fund for the periods considered, the Board concluded that the Fund’s subadvisory fees under the New Subadvisory Agreement were fair and reasonable in light of the high quality of subadvisory services that the portfolio manager of DGCM would continue to provide under the New Subadvisory Agreement.

After considering the above factors, the Board concluded that it is in the best interests of Quaker Strategic Growth Fund and its shareholders to approve the New Subadvisory Agreement between QFI and DGCM for the Fund.

Quaker Core Equity Fund

The Board also considered the following factors in determining the reasonableness and fairness of the New Subadvisory Agreement between QFI and Geewax, Terker & Co. (“GTC”), with respect to Quaker Core Equity Fund:


	•	The range of subadvisory services provided by GTC. The Board reviewed the services to be provided by GTC under the New Subadvisory Agreement, and noted that the level and type of investment subadvisory services under the New Subadvisory Agreement would be identical to those GTC had provided under its previous subadvisory agreement. The Board also noted the strength of GTC’s compliance program and its ability to provide compliance oversight, as well as the financial strength of GTC.

	•	The performance record of Quaker Core Equity Fund. The Board reviewed the performance record of Quaker Core Equity Fund and noted that although the Fund’s performance lagged behind its respective benchmark index for the long-term periods, the Fund had recently shown stronger performance by outperforming its benchmark index for the one-year and three-year periods considered. Based on the recent strong performance by the Fund, the Board determined that GTC would continue to provide a high level of subadvisory services to the Fund under the New Subadvisory Agreement.

	•	Subadvisory fees and expenses. The Board gave substantial weight to the fact that the subadvisory fees charged by GTC under the New Subadvisory Agreement is the same as that under the previous subadvisory agreement. Additionally, the Board examined the expense ratio and the level of subadvisory fees for the Fund and concluded that the Fund’s subadvisory fees under the New Subadvisory Agreement were fair and reasonable in light of the recent strong performance of the Fund and the high quality of subadvisory services that the portfolio manager of GTC would provide under the New Subadvisory Agreement.

After considering the above factors, the Board concluded that it is in the best interests of Quaker Core Equity Fund and its shareholders to approve the New Subadvisory Agreement between QFI and GTC for the Fund.

Quaker Small-Cap Growth Fund

The Board also considered the following factors in determining reasonableness and fairness of the New Subadvisory Agreement between QFI and GTC, with respect to Quaker Small-Cap Growth Fund:


	•	The range of subadvisory services provided by GTC. The Board reviewed the services to be provided by GTC under the New Subadvisory Agreement, and noted that the level and type of investment subadvisory services under the New Subadvisory Agreement would be identical to those GTC had provided under its previous subadvisory agreement. The Board also noted the strength of GTC’s compliance program and its ability to provide compliance oversight, as well as the financial strength of GTC.

	•	The performance record of Quaker Small-Cap Growth Fund. The Board reviewed the performance record of Quaker Small-Cap Growth Fund and noted that although the Fund’s performance lagged behind its respective benchmark index for the long-term periods, the Fund had recently shown stronger performance by outperforming its benchmark index for the past 12-month period considered. Based on the recent strong performance by the Fund, the Board determined that GTC would continue to provide a high level of subadvisory services to the Fund under the New Subadvisory Agreement.

	•	Subadvisory fees and expenses. The Board gave substantial weight to the fact that the subadvisory fees charged by GTC under the New Subadvisory Agreement is the same as that under the previous subadvisory agreement. Additionally, the Board examined the expense ratio and the level of subadvisory fees for the Fund and concluded that the Fund’s subadvisory fees under the New Subadvisory Agree-

100 2005 ANNUAL REPORT


		ment were fair and reasonable in light of the recent strong performance of the Fund and the high quality of subadvisory services that the portfolio managers of GTC would provide under the New Subadvisory Agreement.

After considering the above factors, the Board concluded that it is in the best interests of Quaker Small-Cap Growth Fund and its shareholders to approve the New Subadvisory Agreement between QFI and GTC for the Fund.

Quaker Capital Opportunities Fund

The Board also considered the following factors in determining reasonableness and fairness of the New Subadvisory Agreement between QFI and Knott Capital Management (“Knott”), with respect to Quaker Capital Opportunities Fund:


	•	The range of subadvisory services provided by Knott. The Board reviewed the services to be provided by Knott under the New Subadvisory Agreement, and noted that the level and type of investment subadvisory services under the New Subadvisory Agreement would be identical to those Knott had provided under its previous subadvisory agreement. The Board also noted Knott’s ability to have a strong compliance program and its ability to provide compliance oversight, as well as the financial strength of Knott.

	•	The performance record of Quaker Capital Opportunities Fund. The Board reviewed the performance record of Quaker Capital Opportunities Fund and noted that the Fund had outperformed its respective benchmark index for each of the one-year, three-year and since-inception periods considered. Based on the strong performance of the Fund over all the periods considered, the Board determined that Knott would continue to provide a high level of subadvisory services to the Fund under the New Subadvisory Agreement.

	•	Subadvisory fees and expenses. The Board noted that Knott had previously requested QFI to modify the previous subadvisory agreement by eliminating any performance based fee component in determining the subadvisory fees paid to Knott. The 1940 Act requirement for the Board and shareholders of the Fund to approve a New Subadvisory Agreement following a Change of Control provided an opportunity to consider such an arrangement. In connection with the Board’s review and consideration in continuing to retain Knott as the sub-adviser to the Fund, the Board considered an arrangement whereby the New Subadvisory Agreement would provide for Knott to receive compensation based on a fixed annual rate of the sub-advised assets, which would be equal to the “base fee” under the previous subadvisory agreement with the Fund. In considering Knott’s request, the Board considered that the proposed subadvisory fee structure would be simpler than the fee structure under the previous subadvisory agreement. The Board determined that the overall subadvisory fees and expense ratio for the Fund would be lower under the New Subadvisory Agreement than under the previous subadvisory agreement, if the Fund continues to show strong performance results against its respective benchmark index. The Board concluded that the Fund’s subadvisory fees under the New Subadvisory Agreement were fair and reasonable in light of the high quality of subadvisory services that the portfolio managers of Knott would provide under the New Subadvisory Agreement, as evidenced by past strong performance results.

After considering the above factors, the Board concluded that it is in the best interests of Quaker Capital Opportunities Fund and its shareholders to approve the New Subadvisory Agreement between QFI and Knott for the Fund.

Quaker Biotech Pharma-Healthcare Fund

The Board also considered the following factors in determining reasonableness and fairness of the New Subadvisory Agreement between QFI and Sectoral Asset Management, Inc. (“S.A.M.”), with respect to Quaker Biotech Pharma-Healthcare Fund:


	•	The range of subadvisory services provided by S.A.M. The Board reviewed the services to be provided by S.A.M. under the New Subadvisory Agreement, and noted that the level and type of investment subadvisory services under the New Subadvisory Agreement would be identical to those S.A.M. had provided under its previous subadvisory agreement. The Board also noted the strength of S.A.M.’s compliance program and its ability to provide compliance oversight, as well as the financial strength of S.A.M.

	•	The performance record of Quaker Biotech Pharma-Healthcare Fund. The Board reviewed the performance record of Quaker Biotech Pharma-Healthcare Fund and noted that although the Fund’s performance lagged behind its respective benchmark index for the long-term periods, the Fund had recently shown

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Approval of Advisory Agreement


		stronger performance by outperforming its benchmark index for the past 12-month period considered. Based on the recent strong performance by the Fund, the Board determined that S.A.M. would continue to provide a high level of subadvisory services to the Fund under the New Subadvisory Agreement.

	•	Subadvisory fees and expenses. The Board gave substantial weight to the fact that the subadvisory fees charged by S.A.M. under the New Subadvisory Agreement is the same as that under the previous subadvisory agreement. Additionally, the Board examined the expense ratio and the level of subadvisory fees for the Fund and concluded that the Fund’s subadvisory fees under the New Subadvisory Agreement were fair and reasonable in light of the recent strong performance of the Fund and the high quality of subadvisory services that the portfolio managers of S.A.M. would continue to provide under the New Subadvisory Agreement.

After considering the above factors, the Board concluded that it is in the best interests of Quaker Biotech Pharma-Healthcare Fund and its shareholders to approve the New Subadvisory Agreement between QFI and S.A.M. for the Fund.

Quaker Small-Cap Trend Fund

The Board also considered the following factors in determining reasonableness and fairness of the New Subadvisory Agreement between QFI and TrendStar Advisors, LLC (“TrendStar”), with respect to Quaker Small-Cap Trend Fund:


	•	The range of subadvisory services provided by TrendStar. The Board reviewed the services to be provided by TrendStar under the New Subadvisory Agreement, and noted that the level and type of investment subadvisory services under the New Subadvisory Agreement would be identical to those TrendStar had provided under its previous subadvisory agreement. The Board also noted the strength of TrendStar’s compliance program and its ability to provide compliance oversight, as well as the financial strength of TrendStar.

	•	The performance record of Quaker Small-Cap Trend Fund. The Board reviewed the performance record of Quaker Small-Cap Trend Fund, which TrendStar had served as sub-adviser since the Fund’s formation on February 17, 2004. The Board noted that although the Fund’s performance lagged behind its respective benchmark index for the since- inception period, the Fund had recently shown stronger performance by performing closer to its benchmark index in the last three-month period considered. In taking into account the fact that the Fund has been in existence for only a short period of time, as well as the recent improved performance by the Fund, the Board determined that TrendStar would be able to provide a high level of subadvisory services to the Fund under the New Subadvisory Agreement.

	•	Subadvisory fees and expenses. The Board gave substantial weight to the fact that the subadvisory fees charged by TrendStar under the New Subadvisory Agreement is the same as that under the previous subadvisory agreement. Additionally, the Board examined the expense ratio and the level of subadvisory fees for the Fund and noted that the Fund’s subadvisory fees charged by TrendStar were lower than the advisory fees of a similar fund managed by TrendStar. The Board also noted that the Fund had not realized any economies of scale on the subadvisory fees due to the Fund’s small asset size. The Board concluded that the Fund’s subadvisory fees under the New Subadvisory Agreement were fair and reasonable in light of the recent improved performance of the Fund and the high quality of subadvisory services that the portfolio managers of TrendStar would provide under the New Subadvisory Agreement. The Board also noted that as the asset size of the Fund increases, the Fund will likely benefit from economies of scale which would result in lower expense ratios.

After considering the above factors, the Board concluded that it is in the best interests of Quaker Small-Cap Trend Fund and its shareholders to approve the New Subadvisory Agreement between QFI and TrendStar for the Fund.

Quaker Mid-Cap Value Fund

Prior to learning of the intended resignation of Schneider Capital Management (“Schneider”) as sub-adviser to Quaker Mid-Cap Value Fund, management of QFI had considered several potential sub-advisers to the Fund. Management of QFI initially proposed GCM to the Board as a prospective sub-adviser to Quaker Mid-Cap Value Fund at a meeting of the Board held on November 10, 2004, at which the principals of GCM made a presentation to the Board regarding their firm and its investment philosophy and investment performance. Subsequently, the Board discussed the approval of the New Subadvisory Agreement between QFI and

102 2005 ANNUAL REPORT

GCM, with respect to Quaker Mid-Cap Value Fund, at an in-person Board meeting held on February 10, 2005. The Independent Trustees also discussed the approval of the New Subadvisory Agreement with independent counsel in a separate session. In evaluating the New Subadvisory Agreement, the Board requested and received information from QFI and GCM to assist in its deliberations.

The Board considered the following factors in determining reasonableness and fairness of the New Subadvisory Agreement between QFI and GCM, with respect to Quaker Mid-Cap Value Fund:


	•	The range of subadvisory services provided by GCM. The Board reviewed the services to be provided by GCM under the New Subadvisory Agreement, and noted that the level and type of investment subadvisory services under the New Subadvisory Agreement would be comparable to those that had been provided by Schneider under the Fund’s previous subadvisory agreement with Schneider. The Board also noted the strength of GCM’s compliance program and its ability to provide compliance oversight, as well as the financial strength of GCM.

	•	The performance record GCM in managing wrap and separately managed accounts. The Board reviewed the performance record of GCM in managing wrap and separately managed client accounts and noted that these funds managed by GCM had outperformed their respective benchmark indices in 23 of the 26 calendar quarters considered. In taking into account the performance history of other client accounts managed by GCM that use the same investment strategy, the Board determined that GCM would be able to provide a high level of subadvisory services to the Fund under the New Subadvisory Agreement.

	•	Subadvisory fees and expenses. The Board noted that the subadvisory fees under the New Subadvisory Agreement with GCM would be the same as the subadvisory fees paid to Schneider under the previous subadvisory agreement. The Board also noted that the subadvisory fees under the New Subadvisory Agreement with GCM would be lower than the advisory fees paid by other client accounts managed by GCM. In considering that the level and type of investment subadvisory services that would be provided by GCM under the New Subadvisory Agreement will be comparable to the services provided by Schneider, the Board concluded that the Fund’s subadvisory fees under the New Subadvisory Agreement with GCM were fair and reasonable.

After considering the above factors, the Board concluded that it is in the best interests of Quaker Mid-Cap Value Fund and its shareholders to approve the New Subadvisory Agreement between QFI and GCM for the Fund.

Quaker Small-Cap Value Fund

The Board also considered the following factors in determining reasonableness and fairness of the New Subadvisory Agreement between QFI and Aronson+Johnson+Ortiz, LP (“AJO”), with respect to Quaker Small-Cap Value Fund:


	•	The range of subadvisory services provided by AJO. The Board reviewed the services to be provided by AJO under the New Subadvisory Agreement, and noted that the level and type of investment subadvisory services under the New Subadvisory Agreement would be identical to those AJO had provided under its previous subadvisory agreement. The Board also noted the ability of AJO’s compliance program to provide compliance oversight, as well as the financial strength of AJO.

	•	The performance record of Quaker Small-Cap Value Fund. The Board reviewed the performance record of Quaker Small-Cap Value Fund and noted that the Fund had outperformed its respective benchmark index for each of the one-year, three-year, five-year and since-inception periods considered. Based on the strong performance of the Fund over all the periods considered, the Board determined that AJO would continue to provide a high level of subadvisory services to the Fund under the New Subadvisory Agreement.

	•	Subadvisory fees and expenses. The Board noted that AJO had previously requested QFI to modify the previous subadvisory agreement by eliminating any performance based fee component in determining the subadvisory fees paid to AJO. The 1940 Act requirement for the Board and shareholders of the Fund to approve a New Subadvisory Agreement following a Change of Control provided an opportunity to consider such an arrangement. In connection with the Board’s review and consideration in continuing to retain AJO as the sub-adviser to the Fund, the Board considered an arrangement whereby the New Subadvisory Agreement would provide for AJO to receive compensation based on a fixed annual rate of the sub-advised assets, which would be equal to the “base

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Approval of Advisory Agreement


		fee” under the previous subadvisory agreement with the Fund. In considering AJO’s request, the Board considered that the proposed subadvisory fee structure would be simpler than the fee structure under the previous subadvisory agreement. The Board determined that the overall subadvisory fees and expense ratio for the Fund would be lower under the New Subadvisory Agreement than under the previous subadvisory agreement so long as the Fund continues to show strong performance results against its respective benchmark index. Although the Board noted that the Fund’s expense ratio is slightly higher than the expense ratio of its peer group average, the Board concluded that the Fund’s subadvisory fees under the New Subadvisory Agreement were fair and reasonable in light of the high quality of subadvisory services that the portfolio managers of AJO would continue to provide under the New Subadvisory Agreement, as evidenced by past strong performance results.

After considering the above factors, the Board concluded that it is in the best interests of Quaker Small-Cap Value Fund and its shareholders to approve the New Subadvisory Agreement between QFI and AJO for the Fund.

Geewax Terker Core Value Fund

The Board also considered the following factors in determining reasonableness and fairness of the New Subadvisory Agreement between QFI and GTC, with respect to Geewax Terker Core Value Fund:


	•	The range of subadvisory services provided by GTC. The Board reviewed the services to be provided by GTC under the New Subadvisory Agreement, and noted that the level and type of investment subadvisory services under the New Subadvisory Agreement would be identical to those GTC had provided under its previous subadvisory agreement. The Board also noted the strength of GTC’s compliance program and its ability to provide compliance oversight, as well as the financial strength of GTC.

	•	The performance record of Geewax Terker Core Value Fund. The Board reviewed the performance record of Geewax Terker Core Value Fund and noted that the Fund had outperformed its respective benchmark index for the one-year and since-inception periods considered. Based on the strong performance by the Fund, the Board determined that GTC would continue to provide a high level of subadvisory services to the Fund under the New Subadvisory Agreement.

	•	Subadvisory fees and expenses. The Board gave substantial weight to the fact that the subadvisory fees charged by GTC under the New Subadvisory Agreement is the same as that under the previous subadvisory agreement. Additionally, the Board examined the expense ratio and the level of subadvisory fees for the Fund and concluded that the Fund’s subadvisory fees under the New Subadvisory Agreement were fair and reasonable in light of the strong performance of the Fund and the high quality of subadvisory services that the portfolio managers of GTC would provide under the New Subadvisory Agreement.

After considering the above factors, the Board concluded that it is in the best interests of Geewax Terker Core Value Fund and its shareholders to approve the New Subadvisory Agreement between QFI and GTC for the Fund.

Quaker Fixed Income Fund

The Board also considered the following factors in determining reasonableness and fairness of the New Subadvisory Agreement between QFI and Andres Capital Management (“Andres”), with respect to Quaker Fixed Income Fund:


	•	The range of subadvisory services provided by Andres. The Board reviewed the services to be provided by Andres under the New Subadvisory Agreement, and noted that the level and type of investment subadvisory services under the New Subadvisory Agreement would be identical to those Andres had provided under its previous subadvisory agreement. The Board also noted the strength of Andres’ compliance program and its ability to provide compliance oversight, as well as Andres’ financial condition.

	•	The performance record of Quaker Fixed Income Fund. The Board reviewed the performance record of Quaker Fixed Income Fund and noted that the Fund’s performance lagged behind its respective benchmark index in both the long-term and short-term periods considered. The Board requested that QFI work closely with the Andres’ portfolio manager in order to improve the performance of the Fund.

	•	Subadvisory fees and expenses. The Board noted that the subadvisory fees under the New Subadvisory Agreement with Andres would be the same as the subadvisory fees paid under the previous subadvisory agreement. The Board concluded that the Fund’s subadvisory fees under the New Subadvisory Agreement with Andres were fair and reasonable, and noted

104 2005 ANNUAL REPORT


		that as the asset size of the Fund increases, the Fund will benefit from economies of scale which would result in a lower overall expense ratio, since the Fund’s total net assets are small and the fixed costs of operating the Fund are large relative to the assets of the Fund.

After considering the above factors, the Board concluded that it is in the best interests of Quaker Fixed Income Fund and its shareholders to approve the New Subadvisory Agreement between QFI and Andres for the Fund.

2005 ANNUAL REPORT 105

Shareholder Meetings

Matters Submitted For Shareholder Approval
During the Fiscal Year Ended June 30, 2005

The shareholders of each Fund of the Trust approved on the following respective proposals at the special meeting of shareholders held on May 3, 2005. The description of each proposal and the number of shares voted are as follows:

Proposals Submitted to Shareholders


1.	To elect a Board of Trustees for the Trust (shareholders of all Funds of the Trust voting together).


Name of Trustee	Total Shares Voted		Votes For		Votes Withheld

Jeffry H. King, Sr.		21,809,859.8790		21,557,604.3050		252,255.5740
David K. Downes		21,809,859.8790		21,579,211.8790		230,648.0000
Warren West		21,809,859.8790		21,578,218.8790		231,641.0000
Adrian A. Basora		21,809,859.8790		21,571,982.8790		237,877.0000
Laurie Keyes		21,809,859.8790		21,563,030.3050		246,829.5740
G. Michael Mara		21,809,859.8790		21,580,414.8790		229,445.0000
Mark S. Singel		21,809,859.8790		21,575,635.8790		234,224.0000
James R. Brinton		21,809,859.8790		21,574,097.8790		235,762.0000


2.	To approve an Investment Advisory Agreement between QFI and the Trust with respect to each of the Funds.


Fund Name	Votes For		Votes Against		Votes Abstained

Quaker Strategic Growth Fund		13,220,046.650		106,940.790		170,313.850
Quaker Core Equity Fund		813,711.380		0		633.130
Quaker Small-Cap Growth Fund		285,800.420		0		104.280
Geewax Terker Core Value Fund		137,250.420		0		2,717.020
Quaker Small-Cap Trend Fund		259,780.580		2,882.760		3,192.000
Quaker Mid-Cap Value Fund		2,068,656.248		34,964.590		20,296.811
Quaker Small-Cap Value Fund		2,016,073.573		10,287.160		9,893.820
Quaker Fixed Income Fund		225,618.750		11,994.54		4,448.060
Quaker Capital Opportunities Fund		1,398,317.531		2,766.000		8,457.394
Quaker Biotech Pharma-Healthcare Fund		984,524.240		8,136.69		9,671.740


3a.	To approve an Investment Subadvisory Agreement between QFI and DG Capital Management, Inc. with respect to Quaker Strategic Growth Fund.

Fund

Votes For

Votes Against

Votes Abstained

Quaker Strategic Growth Fund

13,197,198.78

133,370.41

166,525.73


3b.	To approve an Investment Subadvisory Agreement between QFI and Geewax, Terker & Co. with respect to Quaker Core Equity Fund.

Fund

Votes For

Votes Against

Votes Abstained

Quaker Core Equity Fund

813,711.38

633.13


3c.	To approve an Investment Subadvisory Agreement between QFI and Geewax, Terker & Co. with respect to Quaker Small-Cap Growth Fund.

Fund

Votes For

Votes Against

Votes Abstained

Quaker Small-Cap Growth Fund

285,717.17

104.28

83.25

106 2005 ANNUAL REPORT

Matters Submitted For Shareholder Approval
During the Fiscal Year Ended June 30, 2005 (continued)


3d.	To approve an Investment Subadvisory Agreement between QFI and Geewax, Terker & Co. with respect to Geewax Terker Core Value Fund.

Fund

Votes For

Votes Against

Votes Abstained

Geewax Terker Core Value Fund

133,738.42

2,717.02


3e.	To approve an Investment Subadvisory Agreement between QFI and TrendStar Advisors, LLC with respect to Quaker Small-Cap Trend Fund.

Fund

Votes For

Votes Against

Votes Abstained

Quaker Small-Cap Trend Fund

260,107.34

5,748.00


3f.	To approve an Investment Subadvisory Agreement between QFI and Global Capital Management, Inc. with respect to Quaker Mid-Cap Value Fund.

Fund

Votes For

Votes Against

Votes Abstained

Quaker Mid-Cap Value Fund

2,053,219.07

34,052.12

27,238.46


3g.	To approve an Investment Subadvisory Agreement between QFI and Aronson+Johnson+Ortiz, LP with respect to Quaker Small-Cap Value Fund.

Fund

Votes For

Votes Against

Votes Abstained

Quaker Small-Cap Value Fund

2,015,034.29

8,502.10

12,717.16


3h.	To approve an Investment Subadvisory Agreement between QFI and Andres Capital Management, LLC with respect to Quaker Fixed Income Fund.

Fund

Votes For

Votes Against

Votes Abstained

Quaker Fixed Income Fund

224,991.75

11,994.54

5,074.03


3i.	To approve an Investment Subadvisory Agreement between QFI and Knott Capital Management with respect to Quaker Capital Opportunities Fund.

Fund

Votes For

Votes Against

Votes Abstained

Quaker Capital Opportunities Fund

1,384,859.13

14,350.82

10,330.97


3j.	To approve an Investment Subadvisory Agreement between QFI and Sectoral Asset Management Inc. with respect to Quaker Biotech Pharma-Healthcare Fund.

Fund

Votes For

Votes Against

Votes Abstained

Quaker Biotech Pharma-Healthcare Fund

984,070.45

8,948.16

9,313.06


4.	To ratify and approve an Interim Investment Subadvisory Agreement by and among the Trust, QFI and Schneider Capital Management Company with respect to Quaker Mid-Cap Value Fund.

Fund

Votes For

Votes Against

Votes Abstained

Quaker Mid-Cap Value Fund

2,043,768.65

35,195.19

35,543.81

2005 ANNUAL REPORT 107

Shareholder Meetings

Matters Submitted For Shareholder Approval
During the Fiscal Year Ended June 30, 2005 (continued)


5.	To approve the use of a “Manager of Managers” structure in order to permit the Trust and QFI to appoint and replace sub-advisers to the Funds, enter into subadvisory agreements, and amend and terminate subadvisory agreements on behalf of a Fund without shareholder approval.


							Broker
Fund Name	Votes For		Votes Against		Votes Abstained		Non-Votes⁽¹⁾

Quaker Strategic Growth Fund		9,670,761.373		929,665.642		187,102.253		2,711,395.885
Quaker Core Equity Fund		784,753.380		0		633.130		28,959
Quaker Small-Cap Growth Fund		267,390.700		0		0		18,514.003
Geewax Terker Core Value Fund		137,250.420		0		2,717.02		0
Quaker Small-Cap Trend Fund		197,726.340		1,376.000		9,237.00		57,515.998
Quaker Mid-Cap Value Fund		1,425,316.280		48,444.560		46,632.811		594,118.998
Quaker Small-Cap Value Fund		1,636,335.73		36,407.860		13,309.97		350,970.823
Quaker Fixed Income Fund		196,153.020		16,490.270		5,074.06		24,344.001
Quaker Capital Opportunities Fund		1,119,676.280		17,508.670		11,426.97		260,931.005
Quaker Biotech Pharma-Healthcare Fund		710,898.810		19,980.120		8,303.74		263,753.001


⁽¹⁾	A broker non-vote occurs when brokers are not allowed to vote on those non-routine matters without instructions from the beneficial owner of the shares. Broker non-votes are counted when determining whether the necessary quorum of shareholders is present or represented at each meeting.

108 2005 ANNUAL REPORT

General Information (Unaudited)

Form N-Q Filing and
Proxy Voting Policies and Procedures

Each Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. Each Fund’s Forms N-Q, as well as a description of the policies and procedures that the Fund uses to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling (800) 220-8888; (ii) on the Trust’s web-site at http://www.quakerfunds.com; and (iii) on the SEC’s web-site at http://www.sec.gov. Each Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information (if any) regarding how the Funds voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available (i) without charge, upon request, by calling (800) 220-8888; and (ii) on the SEC’s web-site at http://www.sec.gov.

Tax Information

We are required to advise you within 60 days of the Funds’ fiscal year end regarding the federal tax status of certain distributions received by shareholders during such fiscal year. The information below is provided for the fiscal year ended June 30, 2005.

During the fiscal year ended June 30, 2005, the following Funds paid distributions derived from long-term capital gains, and hereby designate as capital gain dividends pursuant to Internal Revenue Code Section 852(b)(3)(c) the following amounts:


	Long-Term Capital
Fund	Gains		Per Shares

Strategic Growth	$	6,669,406	0.311339

Capital Opportunities		774,000	0.394141

Biotech		13,366	0.008113

Mid-Cap Value		3,970,945	1.173575

Small-Cap Value		3,143,293	1.183607

Core Value		130,938	0.982345

Individual shareholders are eligible for reduced tax rates on qualified dividend income. During the fiscal year ended June 30, 2005, the following Funds paid income dividends that may be treated as qualified dividend income for purposes of the maximum rate under Internal Revenue Code Section 1(h)(11), and hereby designate as qualified dividend income pursuant to Internal Revenue Code Section 854(b)(2) the following amounts of ordinary dividend income:


Fund	Amount		Percentage

Strategic Growth	$	2,071,810		14.19	%

Capital Opportunities		143,235		8.76	%

Biotech		1,282		0.08	%

Small-Cap Trend		6,179		42.06	%

Mid-Cap Value		326,236		52.47	%

Small-Cap Value		436,255		26.26	%

Core Value		463		20.21	%

Corporate shareholders may exclude from regular income a portion of qualifying dividends. During the fiscal year ended June 30, 2005, the following Funds paid income dividends that may be treated as qualified dividend income for purposes of the corporate dividends-received deduction under Internal Revenue Code Section 243, and hereby designate as qualified dividend income pursuant to Internal Revenue Code Section 854(b)(2) the following amounts of ordinary dividend income:


Fund	Amount		Percentage

Strategic Growth	$	2,022,231		13.85	%

Capital Opportunities		144,200		8.82	%

Biotech		1,281		0.08	%

Small-Cap Trend		6,179		42.06	%

Mid-Cap Value		318,169		51.17	%

Small-Cap Value		431,676		25.98	%

Core Value		464		20.29	%

Certain states may exempt from income taxation that portion of dividends paid by the funds from ordinary income that was derived from direct U.S. Government Obligations. For the purposes of computing this exclusion, $9,304 of the dividends paid by the Quaker Fixed Income Fund from ordinary income earned during the fiscal year were derived from interest on direct U.S. Government Obligations.

Dividends and distributions received by retirement plans such as IRAs, Keogh-type plans and 403(b) plans need not be reported as taxable income. However, many retirement plan trusts may need this information for their annual information reporting.

Since the information above is reported for the Funds’ fiscal year and not calendar year, shareholders should refer to their Form 1099-DIV or other tax information which will be mailed in January 2006 to determine the calendar year amounts to be included on their 2005 tax returns. Shareholders should consult their own tax advisors.

2005 ANNUAL REPORT 109

General Information (Unaudited)

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The Quaker Funds are distributed by Citco Mutual Fund Distributors, Inc. (member NASD). Contact us: Quaker Funds, Inc. c/o Citco Mutual Fund Distributors Citco Mutual Fund Distributors, Inc. P.O. Box C1100 Southeastern, PA 19398-1100 800-220-8888 www.quakerfunds.com ©2005 Quaker ® Investment Trust QFAR 062005 Quaker ® Funds

ITEM 2. CODE OF ETHICS.

(a) The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(b) During the period covered by this report, there were no amendments to any provision of the code of ethics.

(c) During the period covered by this report, there were no waivers or implicit waivers of a provision of the code of ethics granted to any of the registrant’s principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(d) The registrant’s code of ethics is filed herewith.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Trustees has determined that David K. Downes, a member of the registrant’s Board of Trustees and Audit Committee, qualifies as an audit committee financial expert. Mr. Downes is “independent” as that term is defined in Item 3(a)(2) of Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees. The aggregate audit fees billed by Briggs, Bunting & Dougherty, LLP (“Briggs”), the principal accountant to Quaker Investment Trust, for the last two fiscal years ended June 30, 2005 and 2004 were $72,500 and $62,500, respectively, for such professional services provided by Briggs in connection with the audit of the registrant’s annual financial statements or services.

(b) Audit-Related Fees. There were no audit-related fees, other than those noted above under “Audit Fees,” that were billed by the registrant’s principal accountant for the last two fiscal years.

(c) Tax Fees. The aggregate fees billed for the last two fiscal years ended June 30, 2005 and 2004 for professional services rendered by the registrant’s principal account for providing tax compliance services were $6,500 and $5,500, respectively.

(d) All Other Fees. The aggregate fees billed for the last two fiscal years ended June 30, 2005 and 2004 for products and services provided by the registrant’s principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were $0 and $0 respectively.

(e) The audit committee has not adopted a pre-approval policies and procedures. Instead, pursuant to the registrant’s Audit Committee Charter that has been adopted by the audit committee, the audit committee shall approve, prior to appointment, the engagement of the auditor to provide audit services to the registrant and non-audit services to the registrant, its investment adviser or any entity controlling, controlled by or under common control with the investment adviser that provides on-going services to the registrant if the engagement relates directly to the operations and financial reporting of the registrant.

(f) All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full time permanent employees of the principal accountant.

(g) The following table indicates the non-audit fees billed by the registrant’s accountant for services to the registrant and to the registrant’s investment advisor (excluding any sub-adviser whose role is primarily portfolio management and whose activities with respect to the registrant is overseen by the registrant’s investment advisor), and any entity controlling, controlled by, or under common control with the investment advisor that provides ongoing services to the registrant, for each of the registrant’s last two fiscal years.


Non-Audit Related Fees	Fiscal Year		Fiscal Year
	Ended 6/30/2005		Ended 6/30/2004


Registrant	$	0	$	0
Registrant’s Investment Advisor	$	0	$	0

(h) The audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment advisor is compatible with maintaining the principal accountant’s independence. The audit committee has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS

The schedule of investments in securities of unaffiliated issuers as of the close of the reporting period is included in the Annual Report to Shareholders filed under Item 1 of this form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There has been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of the filing of this report and have concluded that they are effective in providing reasonable assurance that the information required to be disclosed by the registrant in its reports or statements filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS


12(a)(1)		Code of Ethics is attached hereto as EX-99.CODE.

12(a)(2)		Certifications of principal executive officer and principal financial officer as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are attached hereto as EX-99.CERT.

12(a)(3)		Not applicable.

12(b)		Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are furnished herewith as EX-99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

QUAKER INVESTMENT TRUST

/s/ Jeffry H. King, Sr.
By: Jeffry H. King, Sr.
Title: Chief Executive Officer
Date: August 30, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Jeffry H. King, Sr.
By: Jeffry H. King, Sr.
Title: Chief Executive Officer and Treasurer
Date: August 30, 2005

Quaker Investment Trust N-CSRCertified annual shareholder report (management investment company)