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

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 principle executive offices) (Zip Code)

Jeffry H. King, Sr.
Quaker Investment Trust

309 Technology Drive
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:		June 30, 2010

Date of reporting period:		June 30, 2010

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Report to Shareholders.

MUTUAL FUND INVESTING INVOLVES RISK. PRINCIPAL LOSS IS POSSIBLE.

Investing in the Quaker Funds may involve special risk including, but not limited to, investments in smaller companies, non-diversification, short sales, foreign securities, special situations, debt securities and value growth investing. Please refer to the prospectuses for more complete information.

This report must be preceded or accompanied by a current prospectus.

The opinions expressed are those of the sub-advisers through the end of the period for this report, are subject to change, are not a guarantee, and should not be considered investment advice.

Fund holdings are subject to change and should not be considered a recommendation to buy or sell any security. Current and future holdings are subject to risk.

Chairman’s Letter to the Shareholders

June 30, 2010

Dear Fellow Shareholder,

The premise upon which Quaker Funds, Inc. was founded was the desire to afford everyday investors access to the same tactical allocation used by professional money managers to augment traditional investing strategies within a holistic asset allocation mix. Our commitment to this principle is still as strong today as it was the day we opened our doors.

All Quaker Funds are actively managed with an entrepreneurial, hands-on style.

What you can expect from the Quaker Funds:

— Significant investment opportunities

— Rapid response to changing market conditions

— A strong focus on price stability aiming for preservation of capital.

Our management team continually strives to provide our shareholders with innovative investment alternatives and advisors that constantly seek superior returns. Thank you for your trust and investment in the Quaker Funds.

Jeffry H. King, Sr.
Chairman & CEO
Quaker Investment Trust

Table of Contents


	Page
CHAIRMAN’S LETTER TO THE SHAREHOLDERS		1
PERFORMANCE UPDATE:		2
Tactical Allocation Funds
Quaker Event Arbitrage Fund		2
Quaker Global Tactical Allocation Fund		4
Quaker Long-Short Tactical Allocation Fund		6
Quaker Small-Cap Growth Tactical Allocation Fund		8
Quaker Strategic Growth Fund		10
Traditional Funds
Quaker Capital Opportunities Fund		12
Quaker Mid-Cap Value Fund		14
Quaker Small-Cap Value Fund		16
EXPENSE INFORMATION		18
SCHEDULES OF INVESTMENTS		21
STATEMENTS OF ASSETS AND LIABILITIES		40
STATEMENTS OF OPERATIONS		42
STATEMENTS OF CHANGES IN NET ASSETS		44
FINANCIAL HIGHLIGHTS		50
NOTES TO THE FINANCIAL STATEMENTS		79
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		100
TRUSTEES AND OFFICERS		101
APPROVAL ADVISORY AGREEMENT		103
GENERAL INFORMATION		105

Performance Update

Quaker Event Arbitrage Fund (QEAAX, QEACX, QEAIX)

OBJECTIVES AND PRINCIPAL STRATEGIES

The Fund seeks to provide long-term growth of capital. The Fund generally invests in the securities of publicly traded companies involved in mergers, takeovers, tender offers, leveraged buyouts, spin-offs, liquidations or similar events.

PERFORMANCE REVIEW AND MARKET OUTLOOK

The Quaker Event Arbitrage Fund returned 19.31% (Class A Shares) for the fiscal year ended June 30, 2010. This compares favorably with a total return of 14.43% of the S&P 500^® Total Return Index.

This year saw a major change for our Fund: in early June, following approval by our investors, our predecessor fund, the Pennsylvania Avenue Event-Driven Fund, became the Quaker Event Arbitrage Fund. I am excited about the new home for the Fund within the Quaker family of funds. We wanted to make the Fund available to investors for the long run so that our unique strategy remains available to retail investors.

As markets overall improved during the last year, some of the strategies that the Fund invests in also showed a recovery from the effects of the near meltdown of the financial sector. Distressed securities investments come first and foremost to mind with an unprecedented performance. The large increase in corporate bankruptcies that had been anticipated by some observers was much more moderate and short lived. Financing became available readily and today companies entering bankruptcy proceedings often do so with prepackaged financing and we rarely see the extreme levels of distress that occurred a year ago, such as the much written-about bankruptcy of General Growth Properties, some of whose bonds we purchased after the bankruptcy filing. The biggest financial distress today can not be found in the corporate world but among consumers. The Fund has invested in several asset-backed securities in which second lien home loans have been securitized and which have an additional level of guarantee from a monoline insurer. Although the guarantor is also in distress, this risk is reflected in the price at which we acquired these securities so we feel the overall risk/return profile is very attractive.

The Fund has also entered and closed a number of capital structure arbitrage positions. For example, we closed our position on Volkswagen which we entered shortly after the well-publicized short squeeze triggered by Porsche’s revelation of an almost 25% stake. In one of our rare excursions in non-U.S. companies, we were long Volkswagen’s preferred shares and short the common. Porsche has since been taken over by Volkswagen, its options have been liquidated and we believed that there was not much upside left in the arbitrage. We since have entered a number of other arbitrage positions in this strategy. In our merger arbitrage strategy we have seen much volatility over the last year. During the first calendar quarter of 2010, annualized spreads on most merger arbitrage investments tightened to levels in the low to mid single digits, which made them unappealing to us. Many transactions traded above the level at which a buyer was willing to acquire the firm as takeover mania led some speculators to hope that greater fools would emerge and top the bid. In a few select cases, most notably the Cadbury/Kraft merger, this gamble worked.* In many instances it did not. We held back from merger arbitrage during that time and were rewarded during the market selloff in May when merger spreads temporarily widened into the double digits, with a few high risk transactions even reaching over 20% annualized returns. Since then spreads have normalized and are now at levels where attractive investments can be made with justifiable risk exposure.

We also have positions in miscellaneous other strategies. A recent arbitrage in a Dutch tender offer is promising so far. We also have a remaining position in one of the last two special purpose acquisition companies (“SPACS”) available. Although the SPAC market has pretty much disappeared — with two notable exceptions — we were surprised to see earlier in the year that some arbitrageurs are still promoting their funds discussing this strategy as if it were a major part of their investments. The truth is that it is of mere historical interest.

I wish all investors a prosperous year and thank you for your continued support in our new home, the Quaker Funds.

Thomas Kirchner


*		Strictly speaking no other bidder emerged but Kraft increased the bid.

SUB-ADVISER:
N.A.

TOTAL NET ASSETS:
AS OF JUNE 30, 2010:
$5,257,136

Top Ten Holdings** (% of net assets)


GLG Partners, Inc.	4.39	%
National Dentex Corp.	4.33	%
RCN Corp.	3.66	%
Lennar Corp.	3.66	%
Southwest Water Co.	3.57	%
Mariner Energy, Inc.	3.27	%
Arena Resources, Inc.	2.99	%
Home Equity Loan Trust 2007-HSA3	2.93	%
Liberty Acquisition Holdings	2.83	%
Pinnacle Gas Resources, Inc.	2.64	%

% Fund Total	34.27	%


**		Excludes Short-Term Investments

2 | 2010 ANNUAL REPORT

Quaker Event Arbitrage Fund

Growth of a Hypothetical $10,000 Investment
June 30, 2010

Average Annualized Total Return


																		Commencement
	Expense			Inception														of operations
	Ratio			Date		One Year						Five Year						through 6/30/10
						with			without			with			without			with			without
						sales			sales			sales			sales			sales			sales
						charge			charge			charge			charge			charge			charge

Class A		1.92	%		11/21/2003		12.75	%		19.31	%		2.73	%		3.90	%		7.06	%		7.98	%

Class C		2.67	%		06/07/2010		N/A			N/A			N/A			N/A			1.62	%		1.62	%

Institutional Class		1.67	%		06/07/2010		N/A			N/A			N/A			N/A			1.54	%		1.54	%

S&P 500^® Total Return Index*							14.43	%		14.43	%		-0.79	%		-0.79	%		1.96	%		1.96	%


*		The benchmark since inception returns are calculated for the period from November 21, 2003 through June 30, 2010.

Performance data quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than performance data quoted. Performance data current to the most recent month end is available at www.quakerfunds.com or by calling us toll free at 800-220-8888. Total return includes reinvestment of dividends and capital gains.

Class A Shares of the Fund have a maximum sales charge of 5.50%.

The line graph and performance table do not reflect the deduction of taxes that a shareholder might pay on fund distributions or the redemption of fund shares. The graph does not imply any future performance. Total return calculations reflect expense reimbursements and fee waivers in the applicable periods. See the 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. You cannot invest directly in an index.

The S&P 500^® Total Return Index is a widely recognized, unmanaged index consisting of the approximately 500 largest companies in the United States as measured by market capitalization. The Index assumes reinvestment of all dividends and distributions.

2010 ANNUAL REPORT | 3

Performance Update

Quaker Global Tactical Allocation Fund (QTRAX, QTRCX, QTRIX)

OBJECTIVES AND PRINCIPAL STRATEGIES

The Fund seeks to provide long-term growth of capital. The Fund invests in common stocks of U.S. companies and American Depository Receipts (“ADRs”) of foreign companies without regard to market capitalization. Under normal circumstances, the Fund will invest at least 40% of its total assets in common stocks and ADRs of foreign companies.

PERFORMANCE REVIEW AND MARKET OUTLOOK

For the fiscal year ended June 30, 2010, the MSCI World Index (“MSCI World”) (a global market proxy) gained 10.20% while the Quaker Global Tactical Allocation Fund finished the fiscal year with a gain of 10.24%. For the first half of the 2010 calendar year, the MSCI World lost —9.84% while the Quaker Global Tactical Allocation Fund fell 6.48%.

The year 2009 continued a trend started in 2008 in which stocks correlated to each other with an over 90% frequency. In such high correlation environments, we resign ourselves to the fact that stock picking becomes very difficult. However, what made 2009 particularly challenging for us was the sudden switch from the market rewarding high quality stocks (which are our bread and butter) to rewarding lower quality stocks as the tail risk of bankruptcy and depression was lifted by massive government intervention in the capital markets.

By most measures, 2010 began on a brighter note with economies around the globe posting strong results in the first quarter. Growth in emerging countries like China and India has recovered much faster than in the developed world due to: 1) lack of financial leverage; 2) more effective fiscal stimulus; and 3) low levels of domestic consumption. In fact, it is likely that in 2010 corporate profit growth will occur in those industries that will benefit most directly from global stimulus measures through increased exports or multinational partnerships.

In anticipation of this, we continue to maintain several themes in the portfolio, anchored by stock picks in the materials and energy sectors. We continue to favor energy companies due in part to the fact that global spare capacity is becoming increasingly tight. We like energy companies that are growing their production reserves or have long-lived reserves, have good balance sheets and cash flow characteristics, and have conservative managements. In materials, we like companies that are in the business of supplying commodities that are in short supply in Asia and which are essential building blocks for their economic growth: copper, iron ore and coal, as well as construction materials. In a similar theme, we hold a significant investment in the healthcare sector, concentrating on pharmaceutical companies who are exhibiting accelerating revenue growth from emerging economies (China, for example, is on track to implement universal healthcare, with an emphasis on rural coverage, by 2020).

In technology, we are invested in companies that are exposed to wireless growth, mobile computing and storage. All should benefit from increasing levels of consumer spending worldwide. In finance, we are invested in US commercial banks that are seeing a turn in their loan losses and are also benefiting from a return of their traditional business of lending. And finally, in consumer staples and consumer discretionary we like companies that have global brands and have high growth businesses in international markets. Here, we own a company that is a leading provider of infant formula in China and a U.S. casino company with a large presence in Macau.

Going forward, we believe developed markets could continue to face headwinds due to high levels of debt and unemployment and also the withdrawal of stimulus measures, while investors in Asia and Latin America are already looking beyond the financial crisis and are making long-term commitments to countries in those areas. While we continue to find opportunities that meet our investment criteria (which include companies characterized by solid earnings growth, strong balance sheets and significant free cash flow), in the near-term, we have insulated the portfolio with cash during the recent period of volatility. Given the recent European sovereign crisis and flight out of the Euro, we have been focusing on capital preservation by raising cash and diversifying our country risk.

Manu P. Daftary, Portfolio Manager
DG Capital Management

Diversification does not assure a profit or protect against loss in a declining market.

Free cash flow: a measure of financial performance calculated as operating cash flow minus capital expenditures.

SUB-ADVISER:
DG Capital Management

TOTAL NET ASSETS:
AS OF JUNE 30, 2010:
$23,277,443

Top Ten Holdings** (% of net assets)


iShares MSCI Singapore Index Fund	3.61	%
Cenovus Energy, Inc.	3.56	%
Occidental Petroleum Corp.	3.47	%
Mead Johnson Nutrition Co.	3.24	%
iShares S&P India Nifty 50 Index Fund	3.05	%
iShares FTSE/Xinhua China 25 Index Fund	3.01	%
US Bancorp	2.98	%
Vulcan Materials Co.	2.84	%
Barrick Gold Corp.	2.61	%
Las Vegas Sands Corp.	2.38	%

% Fund Total	30.75	%


**		Excludes Short-Term Investments

4 | 2010 ANNUAL REPORT

Quaker Global Tactical Allocation Fund

Growth of a Hypothetical $10,000 Investment
June 30, 2010

Average Annualized Total Return


																Commencement
	Expense			Inception												of operations
	Ratio			Date		One Year						Five Year				through 6/30/10
						with			without			with		without		with			without
						sales			sales			sales		sales		sales			sales
						charge			charge			charge		charge		charge			charge

Class A		2.38	%		05/01/2008		4.18	%		10.24	%		N/A		N/A		-23.54	%		-21.51	%

Class C		3.13	%		05/01/2008		9.40	%		9.40	%		N/A		N/A		-22.13	%		-22.13	%

Institutional Class		2.13	%		07/23/2008		10.36	%		10.36	%		N/A		N/A		-18.62	%		-18.62	%

MSCI World Index*							10.20	%		10.20	%		N/A		N/A		-13.94	%		-13.94	%


*		The benchmark since inception returns are calculated for the period from May 1, 2008 through June 30, 2010.

Class A Shares of the Fund have a maximum sales charge of 5.50%.

The Morgan Stanley Capital International World Index measures developed-market equity performance throughout the world. The Index assumes reinvestment of all dividends and distributions.

2010 ANNUAL REPORT | 5

Performance Update

Quaker Long-Short Tactical Allocation Fund (QLSAX, QLSCX, QLSIX)

OBJECTIVES AND PRINCIPAL STRATEGIES

The Fund seeks to provide long-term growth of capital. The Fund seeks to achieve its objective primarily by investing in equity securities and selling equity securities short as a hedge against adverse market conditions.

PERFORMANCE REVIEW AND MARKET OUTLOOK

For the fiscal year ended June 30, 2010, the S&P 500^® returned 14.43% and the Fund returned —19.94%. U.S domestic equity markets finished the second quarter ended June 30, 2010 lower with the S&P 500^® Total Return Index down —11.43% while the Quaker Long-Short Tactical Allocation Fund was up 2.24%. The year-to-date return for the S&P 500^® in 2010 is —6.65% and is —0.36% for the Fund.

Equity market dynamics in the third and fourth quarters of 2009 were characterized by low volatility after the rally from the March trough and relentless, sustained trend extension, in the absence of typical market reaction to sentiment extremes. Indeed, equity markets were found to defy gravity in the second half of 2009 and during much of the first quarter of 2010.

We reported at the end of the first quarter of 2010: “We anticipate there will be more volatility ahead with potentially abrupt and sizable corrections. A few things are important to note: Complacency has returned to the markets and bullish sentiment is pushing extremes.”

We entered the second quarter of 2010 with a defensive position, fully hedged with the expectation of adding shorts as market activity so justified. As the market struggled higher the first few weeks of April, we added conservative short exposure into the twelve month S&P 500^® closing peak of 1217 on April 23, 2010. From that point the market sold off significantly and abruptly to end the quarter at 1030, down over 15% from the peak. During the same time the Fund rose 1.2%. The Fund was rewarded for its defensive positioning as the sentiment extremes did, indeed, signal an imminent market correction.

Complacency was replaced by fear as the VIX (S&P 500^® Volatility Index) soared from 15.73 on April 20, 2010, to 45.79 on May 20, 2010, just a month later. Investors discovered a new sense of pessimism towards the economy, and fear replaced greed as the most significant investor emotion. The precipitous decline left the market in a short term oversold condition at second quarter end, giving the Fund an opportunity to ease off some short exposure and add long exposure in anticipation of a potential relief rally. Currently, our allocation model stands in a moderately bullish position. However, we anticipate more fluctuation in the coming months.

Looking ahead, we do not see much to be enthusiastic about economically. We believe the keys to sustained economic recovery from the solvency crisis of 2008 are private spending and residential real estate. Unemployment is not improving quickly or dramatically, which means that private spending should continue to be depressed. Residential real estate is once again trending downward after a short tax credit hiatus (which simply borrowed from future demand).

Risks and losses have been effectively shifted from private decision makers to public tax payers (e.g., bailout of supposedly too-big-to-fail financial firms). Washington continues to spend, despite deep budget deficits. Gigantic entitlement obligations loom on the horizon. We agree with Harvard’s Niall Ferguson that these kinds of situations have rarely ended well through history. Some combination of printing money and raising tax burdens usually ensues.

We believe that, at best, the economic recovery will be muted and drawn out and, at worst, the U.S. economy will double dip into a deeper recession. Either way, some or all of the circumstances that lead to a new secular bull market (nominal rates, barriers to credit, savings rates, tax burdens, inflation and unemployment all high but falling; valuations, real estate values, and stock allocations historically low) may develop before the market gets permanently on track again, and investors could feel from pain before we are there.

Despite our economic outlook, we recognize that even in a secular market phase that goes nowhere, there are both rallies and corrections. We will continue to observe the economic and financial backdrop as we apply our investment models to best position the portfolio for the near term. For this reason we have moved from the net short allocation we held for much of the second quarter in favor of an allocation that can benefit more from market advances.

We are optimistic that we should have many opportunities to harvest alpha (risk-adjusted returns) from the markets over the coming months, and that within a year or two the economy will have muddled through the quagmire and the sun will shine brightly. At that time we will be glad to have the opportunity to be 100% long.

Jonathan Ferrell, Todd Draney
Rock Canyon Advisory Group

SUB-ADVISER:
Rock Canyon Advisory Group, Inc.

TOTAL NET ASSETS:
AS OF JUNE 30, 2010:
$8,345,106

Top Ten Holdings** (% of net assets)


James River Coal Co.	3.52	%
Micron Technology, Inc.	3.14	%
UAL Corp.	2.61	%
Caliper Life Sciences, Inc.	2.60	%
Salix Pharmaceuticals Ltd.	2.57	%
Impax Laboratories, Inc.	2.56	%
Eurand NV	2.54	%
IAMGOLD Corp.	2.52	%
Terremark Worldwide, Inc.	2.52	%
Alkermes, Inc.	2.51	%

% Fund Total	27.09	%


**		Excludes Short-Term Investments

6 | 2010 ANNUAL REPORT

Quaker Long-Short Tactical Allocation Fund

Growth of a Hypothetical $10,000 Investment
June 30, 2010

Average Annualized Total Return


																		Commencement
	Expense			Inception														of operations
	Ratio			Date		One Year						Five Year						through 6/30/10
						with			without			with			without			with			without
						sales			sales			sales			sales			sales			sales
						charge			charge			charge			charge			charge			charge

Class A		2.99	%		12/31/2002		-24.34	%		-19.94	%		-5.32	%		-4.25	%		3.05	%		3.83	%

Class C		3.74	%		06/16/2009		-20.53	%		-20.53	%		n/a			n/a			-21.82	%		-21.82	%

Institutional Class		2.74	%		06/16/2009		-19.65	%		-19.65	%		n/a			n/a			-21.00	%		-21.00	%

S&P 500^® Total Return Index*							14.43	%		14.43	%		-0.79	%		-0.79	%		4.18	%		4.18	%


*		The benchmark since inception returns are calculated for the period from December 31, 2002 through June 30, 2010.

Class A Shares of the Fund have a maximum sales charge of 5.50%

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. You cannot invest directly in an index.

2010 ANNUAL REPORT | 7

Performance Update

Quaker Small-Cap Growth Tactical Allocation Fund (QGASX, QGCSX, QGISX)

OBJECTIVES AND PRINCIPAL STRATEGIES

The Fund seeks to provide long-term growth of capital. The Fund invests at least 80% of its total assets in common stocks, exchange-traded funds (“ETFs”), American Depository Receipts (“ADRs”) and foreign securities traded on U.S. stock exchanges, with market capitalizations within the range of companies included in the Russell 2000^® Growth Index (the “Index”).

PERFORMANCE REVIEW AND MARKET OUTLOOK

For the annual period ended June 30, 2010, the Fund returned 11.75% and underper-formed the Index by 621 basis points. Because of the abnormal investment environment, the Fund, throughout this period, held a substantial amount of cash and engaged in shorting the Index in an effort to achieve its objective to secure gains with a minimum amount of volatility. The Fund probably averaged very close to fifty percent (50%) cash throughout the period. The Index accrued all of its advantage during the third quarter of the last calendar year, a quarter that marked a dramatic rebound after one of the most devastating market collapses of the century. Since inception, despite the debacle following its launch, the Fund has increased +12.75% and, despite a gargantuan gain of 108% from the March 2009 bottom, the Index has decreased –4.69%. Controlling downside risk matters in the small-cap growth marketplace.

The average market cap of the Fund was $634 million, substantively less than the Index’s average of $978 million; its median market cap was $274 million, not quite one-half the Index’s average of $429 million. An important marker of long term outperformance of the Fund strategy versus the Index derives from its significantly lower price/earnings multiple (13.35 x for the Fund and 19.74 x for the Index) relative to its expected growth rate of earnings of its portfolio companies (20.73% for the Fund and 16.48% for the Index).

The most important short-term and intermediate-term influence on the small-cap market place is the Federal Reserve’s erratic (at best) attempts to manage the value of the currency, and, by derivation, its ultimate effect on the price level. For nearly one-half of a decade, its errors, signaled most importantly by increasing prices of gold and commodities, have wreaked havoc with small cap stocks. We witnessed such error, once again, during the past April and May as gold soared to new record high levels. Small-cap growth stocks floundered, losing over 18% from its April peak to its July bottom. Because the Fund has the opportunity to hold cash and to sell short the Index to manage the downside risks, it performed very well on the very worst days and during the very worst weeks. It finished the quarter in positive territory while the Index declined. If the Federal Reserve reverses its error during the upcoming months, small-cap stocks may be discounted to a point that they have an opportunity to achieve considerable returns. The Fund will continue to execute its strategy that attempts to make money in all market environments and that takes exceptional care to avoid any significant loss of capital.

Stephen W. Shipman
Portfolio Manager
Century Management Inc.

Estimated earnings per share growth is not indicative of the Fund’s future performance.

Basis point: equal to 1/100th of 1%

Price/earnings multiple: current share price compared to its per-share earnings.

SUB-ADVISER:
Von Den Berg Management, Inc. dba
Century Management Inc.

TOTAL NET ASSETS:
AS OF JUNE 30, 2010:
$26,960,250

Top Ten Holdings** (% of net assets)


Omnivision Technologies, Inc.	2.58	%
Skechers U.S.A., Inc.	2.30	%
Stepan Co.	2.28	%
Seachange International, Inc.	2.18	%
SMART Modular Technologies, Inc.	2.10	%
Unica Corp.	1.99	%
Network Engines, Inc.	1.76	%
MKS Instruments, Inc.	1.48	%
Sturm Ruger & Co.	1.41	%
Finisar Corp.	1.34	%

% Fund Total	19.42	%


**		Excludes Short-Term Investments

8 | 2010 ANNUAL REPORT

Quaker Small-Cap Growth Tactical Allocation Fund

Growth of a Hypothetical $10,000 Investment
June 30, 2010

Average Annualized Total Return


																Commencement
	Expense			Inception												of operations
	Ratio			Date		One Year						Five Year				through 06/30/10
						with			without			with		without		with			without
						sales			sales			sales		sales		sales			sales
						charge			charge			charge		charge		charge			charge

Class A		2.59	%		09/30/2008		5.60	%		11.75	%		N/A		N/A		3.70	%		7.11	%

Class C		3.34	%		09/30/2008		10.94	%		10.94	%		N/A		N/A		6.36	%		6.36	%

Institutional Class		2.34	%		09/30/2008		12.01	%		12.01	%		N/A		N/A		7.50	%		7.50	%

Russell 2000^® Growth Index*							17.96	%		17.96	%		N/A		N/A		-2.71	%		-2.71	%


*		The benchmark since inception returns are calculated for the period from September 30, 2008 through June 30, 2010.

Class A Shares of the Fund have a maximum sales charge of 5.50%.

The Russell 2000^® Growth Index is an unmannaged index that measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000^® companies with higher price-to-value ratios and higher forecasted growth values. The Index assumes reinvestment of all dividends and distributions.

2010 ANNUAL REPORT | 9

Performance Update

Quaker Strategic Growth Fund (QUAGX, QAGCX, QAGIX)

OBJECTIVES AND PRINCIPAL STRATEGIES

The Fund seeks to provide long-term growth of capital. Current income is not a significant investment consideration. The Fund invests primarily in equity securities of domestic U.S. companies which the Fund’s sub-adviser believes show a high probability for superior growth.

PERFORMANCE REVIEW AND MARKET OUTLOOK

For the fiscal year ended June 30, 2010, the S&P 500^® Total Return Index (the “S&P 500^®”) (a broad based market proxy) gained 14.43% while the Class A shares of the Quaker Strategic Growth Fund finished the fiscal year with a total return of 8.11%. For the first half of calendar year 2010, the S&P 500^® fell 6.65% while the Quaker Strategic Growth Fund lost 7.56%.

The year 2009 continued a trend started in 2008 in which stocks correlated to each other with an over 90% frequency. In such high correlation environments, we resign ourselves to the fact that stock picking becomes very difficult. However, what made 2009 particularly challenging for us was the sudden switch (starting March 9, 2009 and continuing to the end of the year) from the market rewarding high quality stocks (which are our bread and butter) to rewarding lower quality stocks as the tail risk of bankruptcy and depression was lifted by massive government intervention in the capital markets.

By most measures, 2010 began on a brighter note with economies around the globe posting strong results in the first quarter, a period in which the phrase “sustainable economic expansion” was used increasingly in reference to the United States. Much of the optimism around economic growth in the U.S. seemed to be driven by the outlook for corporate profits which, in turn, are being driven by the global economic recovery, and increasing productivity levels. However, two big pieces of the economy, real estate and consumer spending, continued to struggle.

As the second quarter unfolded, the sovereign crisis in Europe began to heat up to critical levels, prompting a critical review of debt levels. The British Petroleum spill in the Gulf of Mexico, coupled with a rapidly imposed drilling moratorium also added to uncertainty. Currently, investors are also being buffeted by often conflicting political and economic forces, including a renewed austerity push in Europe and the U.S., new regulations being imposed on the financial and energy industries in the U.S. and, more recently, scaled back growth prospects in China. While the U.S. economy continues to look as if it will grow in 2010, 2011 will be burdened with continued budget deficits on the federal, state and local levels, diminishing stimulus measures, and rising taxes, adding much fog to both the economic and corporate profitability forecasts.

Going forward, while developed markets continue to face headwinds due to high levels of debt and unemployment, as well as the anticipated withdrawal of stimulus measures, investors in Asia and Latin America are already looking beyond the financial crisis and are making long term commitments to countries in those areas. While we continue to find opportunities both domestically and worldwide that meet our investment criteria (which include companies characterized by solid earnings growth, strong balance sheets and significant free cash flow), we have also buffered the portfolio with cash during the recent period of volatility. With correlations between stocks remaining high and volatility on the rise, it has been difficult to gain conviction in the near term, which is why we have been focusing on capital preservation by raising cash and trimming beta. However, with second quarter earnings reports coming out in late July, the outlook on the economy will become clearer as company executives convey their thoughts and forecasts for the second half of 2010.

Manu P. Daftary, Portfolio Manager
DG Capital Management

Free cash flow: a measure of financial performance calculated as operating cash flow minus capital expenditures.

SUB-ADVISER:
DG Capital Management

TOTAL NET ASSETS:
AS OF JUNE 30, 2010:
$389,880,319

Top Ten Holdings** (% of net assets)


SPDR Trust Series I	3.64	%
Cenovus Energy, Inc.	3.55	%
Occidental Petroleum Corp.	3.49	%
Mead Johnson Nutrition Co.	3.37	%
Apple, Inc.	2.96	%
Las Vegas Sands Corp.	2.38	%
EnCana Corp.	2.37	%
Amgen, Inc.	2.23	%
Kraft Foods, Inc.	2.18	%
EMC Corp.	2.17	%

% Fund Total	28.34	%


**		Excludes Short-Term Investments

10 | 2010 ANNUAL REPORT

Quaker Strategic Growth Fund

Growth of a Hypothetical $10,000 Investment
June 30, 2010

Average Annualized Total Return


																								Commencement
	Expense			Inception																				of operations
	Ratio			Date		One Year						Five Year						Ten Year						through 06/30/10
						with			without			with			without			with			without			with			without
						sales			sales			sales			sales			sales			sales			sales			sales
						charge			charge			charge			charge			charge			charge			charge			charge

Class A		1.89	%		11/25/1996		2.16	%		8.11	%		-3.23	%		-2.13	%		0.14	%		0.71	%		10.22	%		10.68	%

Class C		2.64	%		07/11/2000		7.34	%		7.34	%		-2.86	%		-2.86	%		N/A			N/A			-0.11	%		-0.11	%

Class I		1.64	%		07/20/2000		8.38	%		8.38	%		-1.89	%		-1.89	%		N/A			N/A			0.74	%		0.74	%

S&P 500^® Total Return Index*							14.43	%		14.43	%		-0.79	%		-0.79	%		-1.59	%		-1.59	%		4.10	%		4.10	%


*		The benchmark since inception returns are calculated for the period from November 25, 1996 through June 30, 2010.

Class A Shares of the Fund have a maximum sales charge of 5.50%.

2010 ANNUAL REPORT | 11

Performance Update

Quaker Capital Opportunities Fund (QUKTX, QCOCX, QCOIX)

OBJECTIVES AND PRINCIPAL STRATEGIES

The Fund seeks to provide long-term growth of capital. Current income is not a significant investment consideration and any such income realized will be considered incidental to the Fund’s investment objective. The Fund invests primarily in a limited number of securities which the Fund’s sub-adviser believes show a high probability for superior growth.

PERFORMANCE REVIEW AND MARKET OUTLOOK

The Fund underperformed the S&P 500^® Total Return Index (the “S&P 500^®”) for the fiscal year ended June 30, 2010. Our defensive positioning faced strong headwinds over the period, when economically-cyclical, lower-quality, and high-volatility stocks outperformed their more conservative, high quality brethren. It has been only recently (following the Greek debt crisis) that our positioning has been rewarded. We continue to maintain our view that this recovery is likely to move slowly, with many stops and starts and therefore we have maintained a predominantly defensive stance in our fully invested portfolio.

The powerful stock-market recovery that began in March of last year — and at one point had achieved an 80% move off the lows — came to a screeching halt in the second quarter of this year. The S&P 500^® moved into official “correction” territory, falling 11.43% for the quarter, the largest decline since the first quarter of 2008, when the financial crisis was in full swing. Some of the explanations for the drop-off seem to be continuations of recent woes, and others are new-found worries: the European sovereign-debt crisis; financial-industry reform (last quarter it was health care reform); slowing growth in China; the “flash-crash;” the British Petroleum oil spill; the strong-dollar effect on exports (and earnings); and decidedly mixed economic data, especially as it pertains to housing, employment, and consumer confidence.

This mixed economic picture is not surprising to us; we had never been adherents of the “V-shaped” recovery thesis. Especially given the depths of the recession, the recovery is looking sub-par by historical standards. The first-quarter 2010 gross domestic product (“GDP”) was recently revised down to +2.7%, and while the consensus for the second quarter of 2010 is +3.6%, the growth for the second half of the year is now expected to moderate to +3%, with a bias toward slower. We would not be surprised to see GDP growth averaging less than +2.5% for several quarters to come.

Knott Capital Investment Committee
Charlie Knott and Peter M. Schofield, CFA

SUB-ADVISER:
Knott Capital Management, Inc.

TOTAL NET ASSETS:
AS OF JUNE 30, 2010:
$18,488,110

Top Ten Holdings** (% of net assets)


Google, Inc.	5.05	%
Air Products & Chemicals, Inc.	4.77	%
IBM Corp.	4.74	%
Gilead Sciences, Inc.	4.62	%
Abbott Laboratories	4.58	%
Teva Pharmaceutical Industries Ltd.	4.19	%
Activision Blizzard, Inc.	4.05	%
Microsoft Corp.	3.99	%
AT&T, Inc.	3.98	%
Apple, Inc.	3.95	%

% Fund Total	43.92	%


**		Excludes Short-Term Investments

12 | 2010 ANNUAL REPORT

Quaker Capital Opportunities Fund

Growth of a Hypothetical $10,000 Investment
June 30, 2010

Average Annualized Total Return


																		Commencement
	Expense			Inception														of operations
	Ratio			Date		One Year						Five Year						through 06/30/10
						with			without			with			without			with			without
						sales			sales			sales			sales			sales			sales
						charge			charge			charge			charge			charge			charge

Class A		1.88	%		01/31/2002		-3.96	%		1.63	%		-2.81	%		-1.70	%		1.14	%		1.82	%

Class C		2.63	%		05/02/2002		0.86	%		0.86	%		-2.44	%		-2.44	%		1.23	%		1.23	%

Institutional Class		1.63	%		05/05/2009		1.90	%		1.90	%		N/A			N/A			4.48	%		4.48	%

S&P 500^® Total Return Index*							14.43	%		14.43	%		-0.79	%		-0.79	%		0.86	%		0.86	%


*		The benchmark since inception returns are calculated for the period from January 31, 2002 through June 30, 2010.

Class A Shares of the Fund have a maximum sales charge of 5.50%.

2010 ANNUAL REPORT | 13

Performance Update

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

OBJECTIVES AND PRINCIPAL STRATEGIES

PERFORMANCE REVIEW AND MARKET OUTLOOK

For the period from July 1, 2009 through June 30, 2010, the Fund generated a gain of 27.69% versus a gain of 28.91% for the benchmark. Every sector in the benchmark and the Fund posted positive returns. Relative performance was helped by stock selection, particularly in the technology, energy, and financial sectors. The past year witnessed the recovery of the market following the devastating bear market of 2008 and early 2009, and has ended with the return of a pessimistic market environment. We were positioned defensively during the downturn which helped relative performance, but due to the rapidity of the recovery, the performance of the portfolio lagged that of the benchmark during the first few months of the 2009 bull market. Additionally, this initial rally was fueled by many companies with low profitability and high debt levels, which we typically avoid. We are now pleased to report that our repositioning of the portfolio has resulted in the fund outperforming the benchmark for the past three quarters, and we are comfortable that the companies in the portfolio are attractively priced for whatever economic scenario that might play out.

Looking forward, we believe that the recent correction in the market has turned optimism about an economic recovery into skepticism, resulting in much more favorable valuations for equities. As always, the pace of economic recovery will be difficult to predict, so we will continue to do what we have always done: we will focus our research on companies with the ability to generate superior returns on invested capital coupled with the ability to reinvest earnings back into their business. We remain confident that these companies will prove best able to create long-term value for shareholders.

Frank Latuda, Jr., CFA
Portfolio Manager, Kennedy Capital Management, Inc.

SUB-ADVISER:

Kennedy Capital Management, Inc.

TOTAL NET ASSETS:
AS OF JUNE 30, 2010:
$9,468,168

Top Ten Holdings** (% of net assets)


Comerica, Inc.	2.86	%
SM Energy Co.	2.70	%
Intuit, Inc.	2.49	%
Trimble Navigation Ltd.	2.37	%
DPL, Inc.	2.32	%
Allied World Assurance Co. Holdings Ltd.	2.30	%
Torchmark Corp.	2.28	%
Valspar Corp.	2.26	%
Ameriprise Financial, Inc.	2.19	%
Centerpoint Energy, Inc.	2.18	%

% Fund Total	23.95	%


**		Excludes Short-Term Investments

14 | 2010 ANNUAL REPORT

Quaker Mid-Cap Value Fund

Growth of a Hypothetical $10,000 Investment
June 30, 2010

Average Annualized Total Return


																								Commencement
	Expense			Inception																				of operations
	Ratio			Date		One Year						Five Year						Ten Year						through 6/30/10
						with			without			with			without			with			without			with			without
						sales			sales			sales			sales			sales			sales			sales			sales
						charge			charge			charge			charge			charge			charge			charge			charge

Class A		1.94	%		12/31/1997		20.67	%		27.69	%		-3.55	%		-2.45	%		4.36	%		4.95	%		4.23	%		4.70	%

Class C		2.69	%		07/31/2000		26.83	%		26.83	%		-3.16	%		-3.16	%		N/A			N/A			4.83	%		4.83	%

Class I		1.69	%		11/21/2000		28.14	%		28.14	%		-2.20	%		-2.20	%		N/A			N/A			6.08	%		6.08	%

Russell Mid Cap Value^® Index*							28.91	%		28.91	%		0.71	%		0.71	%		7.55	%		7.55	%		6.35	%		6.35	%


*		The benchmark since inception returns are calculated for the period from December 31, 1997 through June 30, 2010.

Class A Shares of the Fund have a maximum sales charge of 5.50%.

The Russell Midcap Value^® Index is a widely recognized, unmanaged index of companies included in the Russell 1000^® Index with current market capitalizations between $829 million and $12.2 billion. The Index assumes reinvestment of all dividends and distributions.

2010 ANNUAL REPORT | 15

Performance Update

Quaker Small-Cap Value Fund (QUSVX, QSVCX, QSVIX)

OBJECTIVES AND PRINCIPAL STRATEGIES

The Fund seeks to provide long-term growth of capital. Current income is not a significant investment consideration and any such income realized will be considered incidental to the Fund’s investment objective. The Fund invests primarily in common stocks of U.S. companies with market capitalizations similar to the market capitalizations of companies included in the Russell 2000^® Index and Russell 2500^® Index. The Fund invests in companies considered by the Fund’s sub-adviser to have consistent earnings and above-average core assets, selling at relatively low market valuations, with attractive growth and momentum characteristics.

PERFORMANCE REVIEW AND MARKET OUTLOOK

For the fiscal year ended June 30, 2010, the Fund’s performance was 16.57%, while the Fund’s benchmark, the Russell 2000^® Index (a broad-based cross-section of the entire U.S. small-cap market) returned 21.48%. Working from the bottom up, we evaluate companies relative to their industry peers using three broad categories of attractiveness: value, management, and momentum. Value to us means fairly traditional ratios of price to fundamental value; management measures seek evidence that company management has and will continue to produce earnings power; and gauges of momentum help us determine when stocks might be expected to begin their ascent toward full valuation.

Aronson+Johnson+Ortiz’s (“AJO’s”) search for evidence of future earnings power, quality company management, and longer-term, stable momentum, in addition to low price, put us at a disadvantage throughout most of 2009 and the first quarter of 2010. Financial stocks, in particular, posed a consistent challenge. During the second quarter of 2010, the market shift, albeit weak, benefited AJO’s overall positioning. Although we make no bets across economic sectors, our choices about where to invest and what to avoid were most effective within the healthcare and consumer discretionary sectors, while our biggest disappointments fell within technology and capital goods.

We were not surprised to see our performance lagging in a market driven by more speculative, low-quality names, but we were relieved when the fiscal year’s end brought light to the type of stocks we favor.

The Portfolio Management Team
Aronson+Johnson+Ortiz

SUB-ADVISER:

Aronson+Johnson+Ortiz, LP

TOTAL NET ASSETS:
AS OF JUNE 30, 2010:
$82,487,198

Top Ten Holdings** (% of net assets)



Herbalife Ltd.	1.03	%
Platinum Underwriters Holdings Ltd.	1.01	%
Health Net, Inc.	0.99	%
Energen Corp.	0.96	%
ProAssurance Corp.	0.96	%
Alliant Energy Corp.	0.95	%
Taubman Centers, Inc.	0.95	%
Polaris Industries, Inc.	0.94	%
Deckers Outdoor Corp.	0.92	%
AMERIGROUP Corp.	0.91	%

% Fund Total	9.62	%


**		Excludes Short-Term Investments

16 | 2010 ANNUAL REPORT

Quaker Small-Cap Value Fund

Growth of a Hypothetical $10,000 Investment
June 30, 2010

Average Annualized Total Return


																								Commencement
	Expense			Inception																				of operations
	Ratio			Date		One Year						Five Year						Ten Year						through 6/30/10
						with			without			with			without			with			without			with			without
						sales			sales			sales			sales			sales			sales			sales			sales
						charge			charge			charge			charge			charge			charge			charge			charge

Class A		1.55	%		11/25/1996		10.15	%		16.57	%		-2.27	%		-1.16	%		5.97	%		6.57	%		7.54	%		7.99	%

Class C		2.30	%		07/28/2000		15.78	%		15.78	%		-1.88	%		-1.88	%		N/A			N/A			5.77	%		5.77	%

Class I		1.30	%		09/12/2000		16.90	%		16.90	%		-0.89	%		-0.89	%		N/A			N/A			5.68	%		5.68	%

Russell 2000^® Index*							21.48	%		21.48	%		0.37	%		0.37	%		3.00	%		3.00	%		5.48	%		5.48	%


*		The benchmark since inception returns are calculated for the period from November 25, 1996 through June 30, 2010.

Performance data quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performanc e may be lower or higher than performance data quoted. Performance data current to the most recent month end is available at www.quakerfunds.com or by calling us toll free at 800-220-8888. Total return includes reinvestment of dividends and capital gains.

Class A Shares of the Fund have a maximum sales charge of 5.50%.

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. The Index assumes reinvestment of all dividends and distributions.

2010 ANNUAL REPORT | 17

Expense Information

As a shareholder of a 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 January 1, 2010 through June 30, 2010.

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 a Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not a 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 a 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 01/01/10		Ratio For the Period			Value 06/30/10		During the Period*

Quaker Event Arbitrage Fund
Actual return based on actual return of:
Class A	6.27	%	$	1,000.00		0.32	%	$	1,062.70	$	1.64

Hypothetical return based on assumed 5% return
Class A				1,000.00		0.32	%		1,023.21		1.61

Quaker Global Tactical Allocation Fund
Actual return based on actual return of:
Class A	(6.48	)%		1,000.00		2.22	%		935.20		10.65
Class C	(6.88	)%		1,000.00		2.97	%		931.20		14.22
Class I	(6.55	)%		1,000.00		1.72	%		934.50		7.29

Hypothetical return based on assumed 5% return
Class A				1,000.00		2.22	%		1,013.79		11.08
Class C				1,000.00		2.97	%		1,010.07		14.80
Class I				1,000.00		1.72	%		1,014.38		7.59

Quaker Long-Short Tactical Allocation Fund
Actual return based on actual return of:
Class A	(0.36	)%		1,000.00		4.13	%		996.40		20.44
Class C	(0.73	)%		1,000.00		4.90	%		992.70		24.21
Class I	(0.24	)%		1,000.00		3.85	%		997.60		19.07

Hypothetical return based on assumed 5% return
Class A				1,000.00		4.13	%		1,004.31		20.52
Class C				1,000.00		4.90	%		1,000.50		24.30
Class I				1,000.00		3.85	%		1,005.70		19.15

18 | 2010 ANNUAL REPORT


			Beginning Account		Annualized Expense			Ending Account		Expenses Paid
			Value 01/01/10		Ratio For the Period			Value 06/30/10		During the Period*

Quaker Small-Cap Growth Tactical Allocation Fund
Actual return based on actual return of:
Class A	0.72	%	$	1,000.00		1.86	%	$	1,007.20	$	4.71
Class C	0.31	%		1,000.00		2.62	%		1,003.10		6.61
Class I	0.82	%		1,000.00		1.63	%		1,008.20		4.13

Hypothetical return based on assumed 5% return
Class A				1,000.00		1.86	%		1,007.91		4.71
Class C				1,000.00		2.62	%		1,006.00		6.62
Class I				1,000.00		1.63	%		1,008.49		4.13

Quaker Strategic Growth Fund
Actual return based on actual return of:
Class A	(7.56	)%		1,000.00		2.04	%		924.40		9.73
Class C	(7.89	)%		1,000.00		2.79	%		921.10		13.29
Class I	(7.49	)%		1,000.00		1.80	%		925.10		8.59

Hypothetical return based on assumed 5% return
Class A				1,000.00		2.04	%		1,014.68		10.19
Class C				1,000.00		2.79	%		1,010.96		13.91
Class I				1,000.00		1.80	%		1,015.87		9.00

Quaker Capital Opportunities Fund
Actual return based on actual return of:
Class A	(12.70	)%		1,000.00		1.76	%		873.00		8.17
Class C	(13.00	)%		1,000.00		2.51	%		870.00		11.64
Class I	(12.57	)%		1,000.00		1.52	%		874.30		7.06

Hypothetical return based on assumed 5% return
Class A				1,000.00		1.76	%		1,016.07		8.80
Class C				1,000.00		2.51	%		1,012.35		12.52
Class I				1,000.00		1.52	%		1,017.26		7.60

Quaker Mid-Cap Value Fund
Actual return based on actual return of:
Class A	0.25	%		1,000.00		2.19	%		1,002.50		10.87
Class C	0.00	%		1,000.00		2.94	%		1,000.00		14.58
Class I	0.49	%		1,000.00		1.94	%		1,004.90		9.64

Hypothetical return based on assumed 5% return
Class A				1,000.00		2.19	%		1,013.93		10.94
Class C				1,000.00		2.94	%		1,010.22		14.65
Class I				1,000.00		1.94	%		1,015.17		9.69

2010 ANNUAL REPORT | 19

Expense Information


			Beginning Account		Annualized Expense			Ending Account		Expenses Paid
			Value 01/01/10		Ratio For the Period			Value 06/30/10		During the Period*

Quaker Small-Cap Value Fund
Actual return based on actual return of:
Class A	(3.35	)%	$	1,000.00		1.90	%	$	966.50	$	9.26
Class C	(3.67	)%		1,000.00		2.65	%		963.30		12.90
Class I	(3.24	)%		1,000.00		1.65	%		967.60		8.05

Hypothetical return based on assumed 5% return
Class A				1,000.00		1.90	%		1,015.37		9.49
Class C				1,000.00		2.65	%		1,011.65		13.22
Class I				1,000.00		1.65	%		1,016.61		8.25


*		Expenses are equal to the Funds’ annualized six-month expense ratios (excluding reimbursements) 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.

20 | 2010 ANNUAL REPORT

Schedule of Investments

Quaker Event Arbitrage Fund

June 30, 2010


	Number		Fair
	of Shares		Value

Domestic Common Stocks — 53.56%
Basic Materials — 1.76%
Chemicals — 1.76%
Air Gas, Inc.		1,000	$	62,200
Huntsman Corp.		3,500		30,345

				92,545

Total Basic Materials (Cost: $87,461)				92,545

Communications — 4.69%
Internet — 0.08%
IPASS, Inc. (a)		4,000		4,280

Media — 0.67%
CKX, Inc. (a)		7,000		34,930

Telecommunications — 3.94%
RCN Corp. (a)		13,000		192,530
Warwick Valley Telephone Co.		1,050		14,774

				207,304

Total Communications (Cost: $313,562)				246,514

Consumer, Cyclical — 6.42%
Apparel — 0.23%
Heelys, Inc. (a)		5,000		12,150

Entertainment — 1.85%
EDCI Holdings, Inc.		13,000		46,670
Image Entertainment, Inc. (a)		10,000		2,400
VCG Holding Corp. (a)		30,000		48,000

				97,070

Home Builders — 3.66%
Lennar Corp. Class B		17,000		192,610

Lodging — 0.37%
InnSuites Hospitality Trust		14,500		19,140

Retail — 0.31%
Pep Boys		900		7,974
Trans World Entertainment Corp. (a)		5,000		8,500

				16,474

Total Consumer, Cyclical (Cost: $462,297)				337,444

Consumer, Non-cyclical — 6.53%
Commercial Services — 5.21%
Cornell Cos., Inc. (a)		3,850		103,450
Interactive Data Corp.		4,000		133,520
Mac Gray Corp.		994		11,073
Merisel, Inc. (a)		25,920		6,480
MZT Holdings, Inc. (a)		600,000		19,200

				273,723

Cosmetics & Personal Care — 0.70%
CCA Industries, Inc.		6,930		37,075

Food — 0.62%
Cagles, Inc. (a)		6,700		32,495

Total Consumer, Non-cyclical (Cost: $440,628)				343,293

Diversified — 0.00%
Holding Companies-Diversified — 0.00%
Stoneleigh Partners Acquisition Corp. (a)		400		—

Total Diversified (Cost: $–)				—

Energy — 8.91%
Oil & Gas — 8.91%
Arena Resources, Inc. (a)		4,940		157,586
Mariner Energy, Inc. (a)		8,000		171,840
Petrocorp, Inc. (a)		200		—
Pinnacle Gas Resources Inc. (a)		433,720		138,790

				468,216

Total Energy (Cost: $552,777)				468,216

Financial — 7.91%
Banks — 0.14%
Cowlitz Bancorporation (a)		430		1,002
First Intercontinental Bank (a)		2,528		6,320

				7,322

Diversified Financial Services — 4.39%
GLG Partners, Inc. (a)		52,723		230,927
Pelican Financial (a)		2,100		—

				230,927

Insurance — 3.34%
Crawford & Co. Class A (a)		10,932		26,783
Liberty Acquisition Holdings (a)		15,000		148,650

				175,433

Savings & Loans — 0.01%
Sobieski Bancorp, Inc. (a)		3,700		522

Venture Capital — 0.03%
Infinity Capital Group		50,000		1,700

Total Financial (Cost: $517,551)				415,904

Healthcare — 5.97%
Biotechnology — 0.81%
Avigen, Inc. (a)		30,000		3,900
Cadus Corp. (a)		28,000		38,080
Vaxgen, Inc. (a)		2,297		758

				42,738

Healthcare-Products — 4.33%
National Dentex Corp. (a)		13,520		227,812

Pharmaceuticals — 0.83%
INYX, Inc. (a)		167,850		201
Lev Pharmaceuticals, Inc. (a)		15,000		—
Trimeris, Inc. (a)		20,000		43,200

				43,401

Total Healthcare (Cost: $387,947)				313,951

2010 ANNUAL REPORT | 21

Schedule of Investments

Quaker Event Arbitrage Fund

June 30, 2010


	Number		Fair
	of Shares		Value

Domestic Common Stocks (Continued)
Industrial — 3.03%
Building Materials — 0.58%
Craftmade International, Inc. (a)		5,000	$	30,500

Electrical Components & Equipment — 1.00%
Molex, Inc. Class A		2,000		30,900
Sunpower Corp. Class B (a)		2,018		21,794

				52,694

Electronics — 1.13%
Bel Fuse, Inc.		2,000		33,020
ZYGO Corp. (a)		3,216		26,082

				59,102

Environmental Control — 0.32%
Startech Enviromental Corp. (a)		25,000		1,768
Strategic Enviromental & Energy Resources, Inc. (a)		43,000		15,170

				16,938

Total Industrial (Cost: $288,452)				159,234

Technology — 4.77%
Computers — 0.12%
Computer Horizons Corp. (a)		65,000		6,422

Software — 4.65%
Contra Softbrands, Inc. (a)		5,000		—
Fidelity National Information		5,000		134,100
Infogroup, Inc. (a)		10,876		86,791
Network — 1 Security Solutions, Inc. (a)		25,000		23,500

				244,391

Total Technology (Cost: $236,371)				250,813

Utilities — 3.57%
Water — 3.57%
Southwest Water Co.		17,907		187,665

Total Utilities (Cost: $187,267)				187,665

Total Domestic Common Stocks (Cost $3,474,313)				2,815,579


Foreign Common Stocks — 4.95%
Canada — 1.32%
Pharmaceuticals — 1.32%
Dragon Pharmaceuticals, Inc. (a)		92,500		69,375

Total Canada (Cost: $72,795)				69,375

Switzerland — 2.61%
Healthcare-Products — 2.61%
Alcon, Inc.		925		137,076

Total Switzerland (Cost: $145,207)				137,076

United Kingdom — 1.02%
Water — 1.02%
Cascal N.V.		8,000		53,600

Total United Kingdom (Cost: $53,132)				53,600

Total Foreign Common Stocks (Cost $271,134)				260,051


Preferred Stocks — 1.43%
United States — 1.43%
Fannie Mae Series F (a)		386		247
JPMorgan Chase Series G		311		14,461
US Bancorp Series B		3,000		60,300

				75,008

Total United States (Cost $50,846)				75,008

Total Preferred Stocks (Cost $50,846)				75,008


Limited Partnerships — 0.47%
Cedar Fair LP		2,000		24,640

Total Limited Partnerships (Cost $22,645)				24,640


	Par Value

Corporate Bonds — 0.87%
Consumer, Cyclical — 0.01%
Lodging — 0.01%
Trump Entertainment Resorts 8.50%, 06/01/2015 (a)(b)		314,949		394

Total Consumer, Cyclical (Cost: $26,771)				394

Financial — 0.86%
Diversified Financial Services — 0.86%
Lehman Brothers Holdings, Inc. 0.00%, 02/17/2015 (a)(b)		130,000		24,050
Lehman Brothers Holdings, Inc. 0.00%, 07/08/2014 (a)(b)		110,000		21,450

				45,500

Venture Capital — 0.00%
Infinity Capital Group 7.00%, 12/31/2049 (a)		25,000		—

Total Financial (Cost: $67,900)				45,500

Utilities — 0.00%
Electric — 0.00%
Mirant Corporation 2.50%, 6/15/2021 (a)		20,000		—

Total Utilities (Cost: $–)				—

Total Corporate Bonds (Cost $94,671)				45,894

22 | 2010 ANNUAL REPORT


	Par		Fair
	Value		Value

Asset Backed Securities — 3.59%
United States — 3.59%
Countrywide Home Equity Loan Trust .47%, 6/25/2037 (c)		69,006	$	34,495
Residential Funding Mortgage Securities II .58%, 4/15/2035 (c)		341,416		154,094

				188,589

Total United States (Cost $198,839)				188,589

Total Asset Backed Securities (Cost $198,839)				188,589


	Number
	of Contracts

Options — 0.39%
United States — 0.39%
Alcon, Inc. Expiration: August, 2010 Exercise Price $155.00		20		7,600
Fidelity National Information Expiration: October, 2010 Exercise Price $27.50		50		13,000

				20,600

Total United States (Cost $27,460)				20,600

Total Options (Cost $27,460)				20,600


	Number
	of Shares

Short-Term Investment — 16.02%
Time Deposit — 16.02%
Citibank 0.03%, 07/01/2010	$	842,441		842,441

Total Short-Term Investment (Cost $842,441)				842,441

Total Investments (Cost $4,982,349) — 81.28%				4,272,802

Other Assets in Excess of Liabilities, Net — 18.72%				984,334

Total Net Assets — 100.00%				5,257,136


	Number		Fair
Schedule of Securities Sold Short	of Shares		Value

Domestic Common Stocks — 14.07%
Apache Corp.		1,191	$	100,270
Crawford & Co. Class B		11,636		36,770
Electro Scientific Industries, Inc.		3,000		40,080
Lennar Corp. Class A		17,000		236,470
Molex, Inc.		2,000		36,480
Ricks Cabaret International, Inc.		2,000		15,780
Sandridge Energy, Inc.		25,000		145,750
Sunpower Corp. Class A		2,000		24,200
The Geo Group, Inc.		5,001		103,771

Total Domestic Common Stocks				739,571


Foreign Common Stocks — 2.38%
Novartis AG ADR		2,590		125,149

Total Foreign Common Stocks				125,149


Exchange-Traded Fund — 0.27%
Powershares DB Oil Fund		600		14,286

Total Exchange-Traded Fund				14,286

Total Securities Sold Short (Proceeds: $1,061,845)			$	879,006


	Number
	of Contracts

Call Options Written — 0.16%
Alcon, Inc. Expiration: August, 2010 Exercise Price: $170.00		20		400
Fidelity National Information Expiration: October, 2010 Exercise Price: $27.50		50		8,000

Total Options Written (Premiums Received $9,830)			$	8,400


(a)		Non-income producing security.

(b)		Defaulted bond.

(c)		The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

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

2010 ANNUAL REPORT | 23

Schedule of Investments

Quaker Global Tactical Allocation Fund
June 30, 2010


	Number		Fair
	of Shares		Value

Common Stocks— 73.52%
Belgium — 2.00%
Anheuser-Busch InBev NV ADR(a)		9,700	$	465,697

Total Belgium (Cost $476,382)				465,697

Canada — 12.62%
Barrick Gold Corp.		13,400		608,494
Biovail Corp. (a)		12,700		244,348
Canadian Natural Resources Ltd.		10,600		352,238
Cenovus Energy, Inc.		32,100		827,859
EnCana Corp.		18,240		553,402
Rogers Communications, Inc.		10,700		350,532

				2,936,873

Total Canada (Cost $2,931,851)				2,936,873

France — 1.64%
Danone ADR		35,900		381,617

Total France (Cost $378,375)				381,617

India — 1.57%
Sterlite Industries India Ltd. ADR		25,600		364,544

Total India (Cost $389,008)				364,544

Israel — 2.08%
Teva Pharmaceutical Industries Ltd. ADR		9,330		485,067

Total Israel (Cost $518,352)				485,067

Luxembourg — 1.93%
Tenaris S.A. ADR		13,000		449,930

Total Luxembourg (Cost $485,314)				449,930

Netherlands — 1.59%
Koninklijke Philips Electronics NV ADR		12,400		370,016

Total Netherlands (Cost $377,616)				370,016

Netherland Antilles — 0.79%
Schlumberger Ltd.		3,300		182,622

Total Netherlands Antilles (Cost $184,808)				182,622

Switzerland — 1.05%
ACE Ltd.		4,750		244,530

Total Switzerland (Cost $238,299)				244,530

United Kingdom — 2.56%
Ensco International PLC ADR		6,300		247,464
Rio Tinto PLC ADR		8,000		348,800

				596,264

Total United Kingdom (Cost $610,770)				596,264

United States — 45.69%
Amgen, Inc. (b)		8,600		452,360
AON Corp.		7,700		285,824
Apple, Inc. (b)		1,885		474,134
Berkshire Hathaway, Inc. (b)		3,100		247,039
Broadcom Corp.		10,000		329,700
Celgene Corp. (b)		6,090		309,494
Cliffs Natural Resources, Inc.		5,600	$	264,096
Comcast Corp.		25,600		444,672
Cooper Industries PLC		5,300		233,200
Denbury Resources, Inc. (b)		25,800		377,712
EMC Corp. (b)		18,700		342,210
Genzyme Corp. (b)		6,700		340,159
Kraft Foods, Inc.		17,100		478,800
Las Vegas Sands Corp. (a)(b)		25,000		553,500
McDermott International, Inc. (b)		9,100		197,106
Mead Johnson Nutrition Co.		15,050		754,306
Medco Health Solutions, Inc. (b)		8,600		473,688
MGM Mirage (a)(b)		16,600		160,024
NII Holdings, Inc. (b)		12,300		399,996
Occidental Petroleum Corp.		10,470		807,760
PepsiCo, Inc.		5,950		362,652
Questcor Pharmaceuticals, Inc. (b)		46,900		478,849
Sirius XM Radio, Inc. (a)(b)		148,700		141,191
US Bancorp		31,000		692,850
Verisk Analytics, Inc. (b)		12,480		373,152
Vulcan Materials Co.		15,100		661,833

				10,636,307

Total United States (Cost $10,820,455)				10,636,307

Total Common Stocks (Cost $17,411,230)				17,113,467


Exchange-Traded Funds — 11.83%
iShares FTSE/Xinhua China 25 Index Fund		17,900		700,427
iShares MSCI Singapore Index Fund		74,800		840,752
iShares S&P India Nifty 50 Index Fund(a)		27,500		709,225
WisdomTree Dreyfus Brazilian Real Fund		19,000		503,500

				2,753,904

Total Exchange-Traded Funds (Cost $2,797,716)				2,753,904

24 | 2010 ANNUAL REPORT


	Number		Fair
	of Shares		Value

Short-Term Investments — 14.07%
Investment Trust — 8.32%
Invesco AIM Liquid Assets Portfolio, 0.210% (c)(d)		1,935,997	$	1,935,997

Time Deposit — 5.75%
Citibank 0.03%, 07/01/2010	$	1,339,419		1,339,419

Total Short-Term Investments (Cost $3,275,416)				3,275,416

Total Investments (Cost $23,484,362) — 99.42%				23,142,787

Other Assets in Excess of Liabilities, Net — 0.58%				134,656

Total Net Assets — 100.00%			$	23,277,443


	Number		Fair
Schedule of Securities Sold Short	of Shares		Value

Common Stocks — 2.96%
Advanced Micro Devices, Inc.		27,800	$	203,496
Dollar General Corp. (a)		8,700		239,685
Family Dollar Stores, Inc.		6,500		244,985

Total Common Stocks				688,166


Exchange-Traded Fund — 2.12%
PowerShares DB US Dollar Index Bullish Fund (a)		19,700		493,682

Total Exchange-Traded Fund				493,682

Total Securities Sold Short (Proceeds: $1,203,637)			$	1,181,848


Call Options Written — 0.00%
Apple, Inc. Expiration: July, 2010 Exercise Price: $310.00		2		22
Apple, Inc. Expiration: July, 2010 Exercise Price: $300.00		2		42
Mead Johnson Nutrition Co. Expiration: August, 2010 Exercise Price: $60.00		12		480

Total Options Written (Premiums Received $2,077)			$	544


ADR		American Depositary Receipt

(a)		All or a portion of the security out on loan.

(b)		Non-income producing security.

(c)		Represents investment of collateral received from securities lending transactions.

(d)		The rate shown is the annualized seven-day yield at period end.

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

2010 ANNUAL REPORT | 25

Schedule of Investments

Quaker Long-Short Tactical Allocation Fund
June 30, 2010


	Number		Fair
	of Shares		Value

Domestic Common Stocks — 48.82%
Communications — 2.52%
Internet — 2.52%
Terremark Worldwide, Inc. (a)		26,900	$	210,089

Total Communications (Cost: $217,100)				210,089

Consumer, Cyclical — 2.61%
Airlines — 2.61%
UAL Corp. (a)		10,600		217,936

Total Consumer, Cyclical (Cost: $218,376)				217,936

Consumer, Non-cyclical — 2.42%
Commercial Services — 2.42%
Electro Rent Corp.		15,800		202,082

Total Consumer, Non-cyclical (Cost: $211,166)				202,082

Energy — 3.52%
Coal — 3.52%
James River Coal Co. (a)		18,477		294,154

Total Energy (Cost: $317,889)				294,154

Financial — 4.93%
Diversified Financial Services — 4.93%
Nelnet, Inc.		10,600		204,368
SWS Group, Inc.		21,800		207,100

				411,468

Total Financial (Cost: $425,853)				411,468

Healthcare — 17.24%
Healthcare-Products — 5.03%
Caliper Life Sciences, Inc. (a)		50,800		216,916
Insulet Corp. (a)		13,478		202,844

				419,760

Pharmaceuticals — 12.21%
Alkermes, Inc. (a)		16,800		209,160
Clarient, Inc. (a)		63,886		196,769
Dyax Corp. (a)		81,345		184,653
Impax Laboratories, Inc. (a)		11,200		213,472
Salix Pharmaceuticals Ltd. (a)		5,500		214,665

				1,018,719

Total Healthcare (Cost: $1,468,632)				1,438,479

Industrial — 9.78%
Electrical Components & Equipment — 4.14%
A123 Systems, Inc. (a)		21,100		198,973
Ener1, Inc. (a)		43,400		146,692

				345,665

Electronics — 3.99%
Daktronics, Inc.		19,300		144,750
Dolby Laboratories, Inc. (a)		3,000		188,070

				332,820

Environmental Control — 1.65%
Energy Recovery, Inc. (a)		34,400		137,600

Total Industrial (Cost: $832,174)				816,085

Technology — 5.80%
Semiconductors — 3.96%
Exar Corp. (a)		9,900		68,607
Micron Technology, Inc. (a)		30,800		261,492

				330,099

Software — 1.84%
Rightnow Technologies, Inc. (a)		9,800		153,762

Total Technology (Cost: $505,698)				483,861

Total Domestic Common Stocks (Cost $4,196,888)				4,074,154


Foreign Common Stocks — 9.56%
Canada — 7.02%
Mining — 7.02%
Goldcorp, Inc.		4,600		201,710
IAMGOLD Corp.		11,900		210,392
New Gold, Inc. (a)		28,000		173,320

				585,422

Total Canada (Cost: $597,059)				585,422

Netherlands — 2.54%
Pharmaceuticals — 2.54%
Eurand NV (a)		21,900		212,211

Total Netherlands (Cost: $212,990)				212,211

Total Foreign Common Stocks (Cost $810,049)				797,633


Real Estate Investment Trust — 2.09%
Cypress Sharpridge Investments, Inc.		13,800		174,708

Total Real Estate Investment Trust (Cost $193,524)				174,708


Short-Term Investment — 19.81%
Time Deposit — 19.81%
HSBC Bank 0.03%, 07/01/2010	$	1,652,795		1,652,795

Total Short-Term Investment (Cost $1,652,795)				1,652,795

Total Investments (Cost $6,853,256) — 80.28%				6,699,290

Other Assets in Excess of Liabilities, Net — 19.72%				1,645,816

Total Net Assets — 100.00%			$	8,345,106

26 | 2010 ANNUAL REPORT


	Number		Fair
Schedule of Securities Sold Short	of Shares		Value

Domestic Common Stocks — 27.32%
Acme Packet, Inc.		7,400	$	198,912
Apollo Investment Corp.		18,800		175,404
AVANIR Pharmaceuticals, Inc. (a)		70,200		180,414
Beazer Homes USA, Inc. (a)		43,800		158,994
Eastman Kodak Co. (a)		42,700		185,318
First Marblehead Corp. (a)		76,000		178,600
Flagstar Bancorp, Inc. (a)		49,100		154,174
Great Atlantic & Pacific Tea Co. (a)		42,700		166,530
Home Federal Bancorp, Inc.		13,700		173,031
MGIC Investment Corp. (a)		26,400		181,896
Radian Group, Inc.		20,300		146,972
Rite Aid Corp. (a)		173,300		169,834
Southwest Bancorp, Inc.		15,800		209,982

Total Domestic Common Stocks				2,280,061


Foreign Common Stocks — 5.61%
BBVA Banco Frances SA ADR		17,800		112,496
Duoyuan Global Water, Inc. ADR (a)		10,600		186,560
KT Corp. ADR		8,800		168,696

Total Foreign Common Stocks				467,752

Total Securities Sold Short (Proceeds: $3,098,688)			$	2,747,813


ADR		American Depositary Receipt

(a)		Non-income producing security.

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

2010 ANNUAL REPORT | 27

Schedule of Investments

Quaker Small-Cap Growth Tactical Allocation Fund
June 30, 2010


	Number		Fair
	of Shares		Value

Domestic Common Stocks — 33.13%
Basic Materials — 3.28%
Chemicals — 3.28%
Aceto Corp.		46,950	$	269,024
Stepan Co.		9,000		615,870

				884,894

Total Basic Materials (Cost: $955,972)				884,894

Communications — 3.10%
Internet — 1.76%
Network Engines, Inc. (a)		175,000		474,250

Telecommunications — 1.34%
Finisar Corp. (a)		24,300		362,070

Total Communications (Cost: $881,052)				836,320

Consumer, Cyclical — 3.55%
Apparel — 2.30%
Skechers U.S.A., Inc. (a)		17,000		620,840

Retail — 1.25%
Ulta Salon Cosmetics & Fragrance, Inc. (a)		14,200		335,972

Total Consumer, Cyclical (Cost: $946,662)				956,812

Energy — 1.31%
Oil & Gas — 1.31%
Panhandle Oil & Gas, Inc.		13,300		351,519

Total Energy (Cost: $354,178)				351,519

Financial — 0.75%
Real Estate — 0.75%
HFF, Inc. (a)		28,700		202,909

Total Financial (Cost: $215,368)				202,909

Healthcare — 1.52%
Healthcare-Products — 0.47%
Delcath Systems, Inc. (a)		20,000		126,800

Healthcare-Services — 1.05%
Metropolitan Health Networks, Inc. (a)		76,000		283,480

Total Healthcare (Cost: $468,136)				410,280

Industrial — 6.26%
Electrical Components & Equipment — 0.50%
Ultralife Corp. (a)		31,300		134,590

Electronics — 1.84%
DDi Corp.		24,180		182,075
ICx Technologies, Inc. (a)		42,990		313,827

				495,902

Environmental Control — 0.91%
Clean Harbors, Inc. (a)		3,700		245,717

Machinery-Diversified — 1.27%
Kadant, Inc. (a)		19,700		343,174

Metal Fabricate & Hardware — 0.33%
Lawson Products, Inc.		5,200		88,296

Miscellaneous Manufacturing — 1.41%
Sturm Ruger & Co.		26,500		379,745

Total Industrial (Cost: $1,783,957)				1,687,424

Technology — 13.36%
Computers — 2.10%
SMART Modular Technologies WWH, Inc. (a)		97,000		567,450

Semiconductors — 5.94%
AXT, Inc. (a)		51,800		233,618
MKS Instruments, Inc. (a)		21,400		400,608
Novellus Systems, Inc. (a)		10,700		271,352
Omnivision Technologies, Inc. (a)		32,400		694,656

				1,600,234

Software — 5.32%
PDF Solutions, Inc. (a)		64,400		309,120
Seachange International, Inc. (a)		71,400		587,622
Unica Corp. (a)		56,000		536,480

				1,433,222

Total Technology (Cost: $3,665,479)				3,600,906

Total Domestic Common Stocks (Cost $9,270,804)				8,931,064


Foreign Common Stock — 0.77%
Japan — 0.77%
Internet — 0.77%
Internet Initiative Japan, Inc. ADR		28,400		206,468

Total Japan (Cost: $206,350)				206,468

Total Foreign Common Stock (Cost $206,350)				206,468


Short-Term Investment — 52.25%
Time Deposit — 52.25%
Citibank 0.03%, 07/01/2010	$	14,088,215		14,088,215

Total Short-Term Investment (Cost $14,088,215)				14,088,215

Total Investments (Cost $23,565,369) — 86.15%				23,225,747

Other Assets in Excess of Liabilities, Net — 13.85%				3,734,503

Total Net Assets — 100.00%			$	26,960,250


ADR		American Depositary Receipt

(a)		Non-income producing security.

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

28 | 2010 ANNUAL REPORT

Quaker Strategic Growth Fund
June 30, 2010


	Number		Fair
	of Shares		Value

Domestic Common Stocks — 67.59%
Basic Materials — 5.70%
Iron & Steel Production — 1.13%
Cliffs Natural Resources, Inc.		93,540	$	4,411,346

Mining — 4.57%
Barrick Gold Corp.		108,800		4,940,608
Newmont Mining Corp.		83,598		5,161,341
Vulcan Materials Co.		175,600		7,696,548

				17,798,497

Total Basic Materials (Cost: $22,722,510)				22,209,843

Communications — 5.55%
Media — 2.57%
Comcast Corp.		429,300		7,456,941
Sirius XM Radio, Inc. (a)(b)		2,688,800		2,553,016

				10,009,957

Telecommunications — 2.98%
NII Holdings, Inc. (b)		177,000		5,756,040
Rogers Communications, Inc.		178,900		5,860,764

				11,616,804

Total Communications (Cost: $23,046,690)				21,626,761

Consumer, Cyclical — 3.10%
Lodging — 3.10%
Las Vegas Sands Corp. (a)(b)		419,624		9,290,475
MGM Mirage (a)(b)		290,900		2,804,276

				12,094,751

Total Consumer, Cyclical (Cost: $10,773,670)				12,094,751

Consumer, Non-cyclical — 6.4%
Beverages — 1.56%
PepsiCo, Inc.		99,630		6,072,448

Commercial Services — 1.52%
Verisk Analytics, Inc. (b)		198,460		5,933,954

Food — 3.32%
Kraft Foods, Inc.		303,600		8,500,800
Kroger Co.		226,100		4,451,909

				12,952,709

Total Consumer, Non-cyclical (Cost: $25,693,214)				24,959,111

Energy — 11.92%
Oil & Gas — 11.92%
Cenovus Energy, Inc.		537,000		13,849,230
Denbury Resources, Inc. (b)		458,377		6,710,639
EnCana Corp. (a)		304,650		9,243,081
Occidental Petroleum Corp.		176,590		13,623,919
Schlumberger Ltd.		55,450		3,068,603

				46,495,472

Total Energy (Cost: $47,799,792)				46,495,472

Financial — 12.12%
Banks — 8.83%
Bank of America Corp.		402,170		5,779,183
Citigroup, Inc. (b)		1,371,200		5,155,712
Morgan Stanley		217,700		5,052,817
SunTrust Banks, Inc.		205,355		4,784,771
US Bancorp		264,400		5,909,340
Wells Fargo & Co.		303,300		7,764,480

				34,446,303

Insurance — 3.29%
ACE Ltd.		78,790		4,056,109
Berkshire Hathaway, Inc. (b)		52,240		4,163,006
Marsh & McLennan Cos., Inc.		204,300		4,606,965

				12,826,080

Total Financial (Cost: $49,839,055)				47,272,383

Healthcare — 10.75%
Biotechnology — 5.26%
Amgen, Inc. (b)		165,100		8,684,260
Celgene Corp. (b)		101,560		5,161,279
Genzyme Corp. (b)		131,500		6,676,255

				20,521,794

Pharmaceuticals —5.49%
Mead Johnson Nutrition Co.		261,650		13,113,898
Medco Health Solutions, Inc. (b)		150,200		8,273,016

				21,386,914

Total Healthcare (Cost: $40,431,544)				41,908,708

Industrial — 3.67%
Building Materials — 1.14%
Martin Marietta Materials, Inc. (a)		52,510		4,453,373

Engineering & Construction — 0.85%
McDermott International, Inc. (b)		152,500		3,303,150

Miscellaneous Manufacturing — 1.68%
Cooper Industries PLC (a)		149,000		6,556,000

Total Industrial (Cost: $15,719,460)				14,312,523

Technology — 6.68%
Computers — 5.13%
Apple, Inc. (b)		45,860		11,535,166
EMC Corp. (b)		462,700		8,467,410

				20,002,576

Semiconductors — 1.55%
Broadcom Corp.		183,000		6,033,510

Total Technology (Cost: $25,828,906)				26,036,086

2010 ANNUAL REPORT | 29

Schedule of Investments

Quaker Strategic Growth Fund
June 30, 2010


	Number		Fair
	of Shares		Value

Domestic Common Stocks (Continued)
Utilities — 1.70%
Water — 1.70%
American Water Works Co., Inc.		321,100	$	6,614,660

Total Utilities (Cost: $6,935,516)				6,614,660

Total Domestic Common Stocks (Cost $268,790,357)				263,530,298


Foreign Common Stocks — 6.88%
Belgium — 2.08%
Beverages — 2.08%
Anheuser-Busch InBev NV ADR (a)		169,100		8,118,491

Israel — 2.17%
Pharmaceuticals — 2.17%
Teva Pharmaceuticals Ltd. ADR		162,440		8,445,256

Switzerland — 1.56%
Pharmaceuticals — 1.56%
Roche Holding AG ADR		176,258		6,092,657

United Kingdom — 1.07%
Oil&Gas — 1.07%
Ensco International PLC ADR		105,900		4,159,752

Total Foreign Stocks (Cost $29,263,958)				26,816,156


Exchange-Traded Fund — 3.64%
SPDR Trust Series I		137,580		14,201,008

Total Exchange-Traded Fund (Cost $14,726,289)				14,201,008


Short-Term Investments — 27.99%
Investment Trust — 7.74%
Invesco AIM Liquid Assets Portfolio, 0.210% (c)(d)		30,192,356		30,192,356

Time Deposit — 20.25%
Citibank 0.03%, 07/01/2010	$	78,932,053		78,932,053

Total Short-Term Investments (Cost $109,124,409)				109,124,409

Total Investments (Cost $421,905,013) — 106.10%				413,671,871

Liabilities in Excess of Other Assets, Net (6.10)%				(23,791,552	)

Total Net Assets — 100.00%			$	389,880,319


	Number		Fair
	of Contracts		Value

Call Options Written — 0.00%
Apple, Inc. Expiration: July, 2010 Exercise Price: $310.00		30	$	330
Apple, Inc. Expiration: July, 2010 Exercise Price: $300.00		30		630
Mead Johnson Nutrition Co. Expiration: August, 2010 Exercise Price: $60.00		200		8,000

Total Options Written (Premiums Received $33,459)			$	8,960


ADR		American Depositary Receipt

(a)		All or a portion of the security out on loan.

(b)		Non-income producing security.

(c)		Represents investment of collateral received from securities lending transactions.

(d)		The rate shown is the annualized seven-day yield at period end.

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

30 | 2010 ANNUAL REPORT

Quaker Capital Opportunities Fund
June 30, 2010


	Number		Fair
	of Shares		Value

Domestic Common Stocks — 89.09%
Basic Materials — 8.46%
Chemicals — 8.46%
Air Products & Chemicals, Inc.		13,600	$	881,416
Ecolab, Inc.		15,200		682,632

				1,564,048

Total Basic Materials (Cost: $1,748,325)				1,564,048

Communications — 11.03%
Internet — 5.05%
Google, Inc. (a)		2,100		934,395

Media — 2.00%
DIRECTV (a)		10,900		369,728

Telecommunications — 3.98%
AT&T, Inc.		30,400		735,376

Total Communications (Cost: $2,246,795)				2,039,499

Consumer, Cyclical — 3.07%
Retail — 3.07%
Wal-Mart Stores, Inc.		11,800		567,226

Total Consumer, Cyclical (Cost: $640,056)				567,226

Consumer, Non-cyclical — 9.40%
Beverages — 3.16%
PepsiCo, Inc.		9,600		585,120

Commercial Services — 6.24%
Mastercard, Inc.		2,800		558,684
Visa, Inc.		8,400		594,300

				1,152,984

Total Consumer, Non-cyclical (Cost: $1,854,399)				1,738,104

Energy — 7.23%
Oil & Gas — 7.23%
Chevron Corp.		5,400		366,444
Devon Energy Corp.		6,200		377,704
Exxon Mobil Corp.		10,400		593,528

				1,337,676

Total Energy (Cost: $1,600,377)				1,337,676

Financial — 6.91%
Banks — 6.91%
Goldman Sachs Group, Inc.		5,500		721,985
JPMorgan Chase & Co.		15,200		556,472

				1,278,457

Total Financial (Cost: $1,542,175)				1,278,457

Healthcare — 12.42%
Biotechnology — 7.84%
Gilead Sciences, Inc. (a)		24,900		853,572
Life Technologies Corp. (a)		12,600		595,350

				1,448,922

Pharmaceuticals — 4.58%
Abbott Laboratories		18,100		846,718

Total Healthcare (Cost: $2,538,449)				2,295,640

Industrial — 6.89%
Electronics — 3.72%
Thermo Fisher Scientific, Inc. (a)		14,000		686,700

Miscellaneous Manufacturing — 3.17%
Danaher Corp.		15,800		586,496

Total Industrial (Cost: $1,133,124)				1,273,196

Technology — 23.68%
Computers — 16.45%
Apple, Inc. (a)		2,900		729,437
Hewlett-Packard Co.		16,100		696,808
International Business Machines Corp.		7,100		876,708
Microsoft Corp.		32,100		738,621

				3,041,574

Software — 7.23%
Activision Blizzard, Inc.		71,300		747,937
Oracle Corp.		27,400		588,004

				1,335,941

Total Technology (Cost: $4,312,430)				4,377,515

Total Domestic Common Stocks (Cost $17,616,130)				16,471,361


Foreign Common Stocks — 5.88%
France — 1.69%
Oil & Gas — 1.69%
Total S.A. ADR		7,000		312,480

Israel — 4.19%
Pharmaceuticals — 4.19%
Teva Pharmaceuticals Ltd. ADR		14,900		774,651

Total Foreign Stocks (Cost $1,222,134)				1,087,131


Exchange-Traded Fund — 2.61%
ETFS Gold Trust(a)		3,900		483,483

Total Exchange-Traded Fund (Cost $488,286)				483,483

2010 ANNUAL REPORT | 31

Schedule of Investments


	Number		Fair
	of Shares		Value

Short-Term Investment — 2.13%
Time Deposit — 2.13%
Wells Fargo 0.03%, 07/01/2010	$	393,124	$	393,124

Total Short-Term Investment (Cost $393,124)				393,124

Total Investments (Cost $19,719,674) — 99.71%				18,435,099

Other Assets in Excess of Liabilities, Net — 0.29%				53,011

Total Net Assets — 100.00%			$	18,488,110


ADR American Depositary Receipt

(a)		Non-income producing security.

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

32 | 2010 ANNUAL REPORT

Quaker Mid-Cap Value Fund
June 30, 2010


	Number		Fair
	of Shares		Value

Common Stocks — 91.36%
Basic Materials — 6.42%
Chemicals — 6.42%
CF Industries Holdings, Inc.		2,751	$	174,551
FMC Corp.		1,555		89,304
Sigma-Aldrich Corp.		2,605		129,807
Valspar Corp.		7,095		213,701

				607,363

Total Basic Materials (Cost: $576,824)				607,363

Consumer, Cyclical — 8.52%
Apparel — 1.97%
VF Corp.		2,625		186,848

Home Builders — 1.11%
Toll Brothers, Inc. (a)		6,420		105,031

Home Furnishings — 1.95%
Harman International Industries, Inc. (a)		6,168		184,362

Retail — 3.49%
Advance Auto Parts, Inc.		3,635		182,404
Darden Restaurants, Inc.		3,820		148,407

				330,811

Total Consumer, Cyclical (Cost: $728,688)				807,052

Consumer, Non-cyclical — 8.47%
Agriculture — 1.35%
Bunge Ltd.		2,595		127,648

Commercial Services — 1.69%
Hewitt Associates, Inc. (a)		4,635		159,722

Food — 3.90%
Hormel Foods Corp.		5,015		203,007
SYSCO Corp.		5,820		166,278

				369,285

Household Products — 1.53%
Church & Dwight Co., Inc.		2,320		145,487

Total Consumer, Non-cyclical (Cost: $747,080)				802,142

Energy — 7.62%
Oil & Gas — 7.62%
Atwood Oceanics, Inc. (a)		4,260		108,715
Pioneer Natural Resources Co.		3,095		183,998
SM Energy Co.		6,360		255,418
Valero Energy Corp.		9,650		173,507

				721,638

Total Energy (Cost: $614,497)				721,638

Financial — 22.27%
Banks — 10.08%
Comerica, Inc.		7,350		270,700
Huntington Bancshares, Inc.		32,844		181,956
Keycorp		13,245		101,854
Marshall & Ilsley Corp.		14,680		105,402
Popular, Inc. (a)		30,751		82,413
Regions Financial Corp.		12,715		83,665
Zions Bancorporation (b)		5,950		128,341

				954,331

Diversified Financial Services — 3.54%
Ameriprise Financial, Inc.		5,750		207,748
Invesco Ltd.		7,580		127,571

				335,319

Insurance — 8.65%
Allied World Assurance Co. Holdings Ltd.		4,791		217,415
Genworth Financial, Inc. (a)		14,215		185,790
Reinsurance Group of America, Inc.		4,360		199,296
Torchmark Corp.		4,360		215,864

				818,365

Total Financial (Cost: $1,814,458)				2,108,015

Healthcare — 10.08%
Healthcare-Products — 4.64%
Patterson Cos., Inc.		5,090		145,218
St Jude Medical, Inc. (a)		3,995		144,180
Zimmer Holdings, Inc. (a)		2,770		149,718

				439,116

Healthcare-Services — 1.63%
Laboratory Corp. of America Holdings (a)		2,045		154,091

Pharmaceuticals — 3.81%
Cephalon, Inc. (a)		3,255		184,721
Forest Laboratories, Inc. (a)		6,440		176,649

				361,370

Total Healthcare (Cost: $885,595)				954,577

Industrial — 10.61%
Aerospace & Defense — 1.36%
L-3 Communications Holdings, Inc.		1,810		128,220

Electronics — 5.62%
FLIR Systems, Inc. (a)		6,956		202,350
Trimble Navigation Ltd. (a)		8,010		224,280
Waters Corp. (a)		1,635		105,785

				532,415

Hand Machine Tools — 1.55%
Lincoln Electric Holdings, Inc.		2,880		146,851

Metal Fabricate & Hardware — 2.08%
Precision Castparts Corp.		1,910		196,577

Total Industrial (Cost: $841,595)				1,004,063

2010 ANNUAL REPORT | 33

Schedule of Investments


	Number		Fair
	of Shares		Value

Common Stocks (Continued)
Technology — 5.54%
Semiconductors — 1.83%
Marvell Technology Group Ltd. (a)		10,985	$	173,123

Software — 3.71%
Check Point Software Technologies (a)		3,905		115,120
Intuit, Inc. (a)		6,790		236,088

				351,208

Total Technology (Cost: $452,440)				524,331

Utilities — 11.83%
Electric — 5.51%
DPL, Inc.		9,215		220,239
PG&E Corp.		2,715		111,586
Xcel Energy, Inc.		9,220		190,024

				521,849

Gas — 6.32%
Centerpoint Energy, Inc.		15,725		206,941
Energen Corp.		4,230		187,516
UGI Corp.		8,025		204,156

				598,613

Total Utilities (Cost: $1,091,775)				1,120,462

Total Common Stocks (Cost $7,752,952)				8,649,643


Real Estate Investment Trusts — 4.69%
Boston Properties, Inc.		2,462		175,639
Health Care REIT, Inc.		2,800		117,936
Host Hotels & Resorts, Inc.		11,182		150,734

				444,309

Total Real Estate Investment Trusts (Cost $366,389)				444,309


Short-Term Investments — 3.26%
Investment Trust — 1.39%
Invesco AIM Liquid Assets Portfolio, 0.210% (c)(d)		131,936		131,936

Time Deposit — 1.87%
Wells Fargo 0.03%, 07/01/2010	$	176,564		176,564

Total Short-Term Investments (Cost $308,500)				308,500

Total Investments (Cost $8,427,841) — 99.31%				9,402,452

Other Assets in Excess of Liabilities, Net — 0.69%				65,716

Total Net Assets — 100.00%			$	9,468,168


(a)		Non-income producing security.

(b)		All or a portion of the security out on loan.

(c)		Represents investment of collateral received from securities lending transactions.

(d)		The rate shown is the annualized seven-day yield at period end.

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

34 | 2010 ANNUAL REPORT

Quaker Small-Cap Value Fund
June 30, 2010


	Number		Fair
	of Shares		Value

Common Stocks — 96.75%
Basic Materials — 5.58%
Chemicals — 4.15%
Ashland, Inc.		6,900	$	320,298
Cabot Corp.		29,100		701,601
Innophos Holdings, Inc.		14,800		385,984
Minerals Technologies, Inc.		14,500		689,330
NewMarket Corp.		3,900		340,548
OM Group, Inc. (a)		13,100		312,566
PolyOne Corp. (a)		34,300		288,806
Stepan Co.		5,600		383,208

				3,422,341

Forest Products & Paper — 0.72%
Boise, Inc. (a)		108,300		594,567

Iron & Steel Production — 0.32%
Schnitzer Steel Industries, Inc.		6,800		266,560

Mining — 0.39%
Brush Engineered Materials, Inc. (a)		16,100		321,678

Total Basic Materials (Cost: $4,654,192)				4,605,146

Communications — 6.32%
Internet — 2.44%
Earthlink, Inc.		56,500		449,740
InterActiveCorp (a)		15,100		331,747
TIBCO Software, Inc. (a)		50,000		603,000
Valueclick, Inc. (a)		58,900		629,641

				2,014,128

Media — 0.75%
Meredith Corp. (b)		19,900		619,487

Telecommunications — 3.13%
ADC Telecommunications, Inc. (a)		44,200		327,522
Anixter International, Inc. (a)		7,900		336,540
NeuStar, Inc. (a)		23,300		480,446
Plantronics, Inc.		24,400		697,840
Telephone & Data Systems, Inc.		12,700		385,953
USA Mobility, Inc.		27,100		350,132

				2,578,433

Total Communications (Cost: $4,878,678)				5,212,048

Consumer, Cyclical — 18.81%
Airlines — 1.39%
Alaska Air Group, Inc. (a)		16,600		746,170
UAL Corp. (a)(b)		19,500		400,920

				1,147,090

Apparel — 3.12%
CROCS, Inc. (a)		37,100		392,518
Deckers Outdoor Corp. (a)		5,300		757,211
Steven Madden Ltd. (a)		17,550		553,176
The Warnaco Group, Inc. (a)		8,500		307,190
Timberland Co. (a)		35,000		565,250

				2,575,345

Auto Manufacturers — 1.17%
Navistar International Corp. (a)		6,600		324,720
Oshkosh Corp. (a)		20,500		638,780

				963,500

Auto Parts & Equipment — 0.79%
ATC Technology Corp. (a)		19,600		315,952
Autoliv, Inc.		7,000		334,950

				650,902

Distribution & Wholesale — 1.69%
Brightpoint, Inc. (a)		48,600		340,200
Ingram Micro, Inc. (a)		39,600		601,524
WESCO International, Inc. (a)		13,400		451,178

				1,392,902

Housewares — 0.87%
Toro Co.		14,700		722,064

Leisure Time — 0.94%
Polaris Industries, Inc.		14,200		775,604

Retail — 8.84%
Aeropostale, Inc. (a)		12,900		369,456
AnnTaylor Stores Corp. (a)		19,300		314,011
Brown Shoe Co., Inc.		22,000		333,960
Cash America International, Inc.		19,200		657,984
Dillard’s, Inc.		23,600		507,400
Domino’s Pizza, Inc. (a)		35,400		400,020
Ezcorp, Inc. (a)		39,800		738,290
Finish Line, Inc.		43,800		610,134
First Cash Financial Services, Inc. (a)		25,000		545,000
JOS A Bank Clothiers, Inc. (a)		6,300		340,137
Kirkland’s, Inc. (a)		21,500		362,812
Lululemon Athletica, Inc. (a)(b)		10,000		372,200
PetSmart, Inc.		11,800		356,006
Stage Stores, Inc. (a)		29,000		309,720
The Pantry, Inc. (a)		22,000		310,420
Ulta Salon Cosmetics & Fragrance, Inc. (a)		17,100		404,586
World Fuel Services Corp.		13,900		360,566

				7,292,702

Total Consumer, Cyclical (Cost: $14,982,392)				15,520,109

Consumer, Non-cyclical — 8.35%
Commercial Services — 5.51%
Career Education Corp. (a)		13,600		313,072
Consolidated Graphics, Inc. (a)		7,600		328,624
Deluxe Corp.		17,700		331,875
ITT Educational Services, Inc. (a)		7,600		630,952
Lincoln Educational Services Corp. (a)		26,400		543,576
MAXIMUS, Inc.		7,800		451,386
Net 1 UEPS Technologies, Inc. (a)		36,700		492,147
Rent-A-Center, Inc. (a)		19,400		393,044
RR Donnelley & Sons Co.		28,000		458,360
Sotheby’s		13,500		308,745
The Providence Service Corp. (a)		20,700		289,800

				4,541,581

2010 ANNUAL REPORT | 35

Schedule of Investments


	Number		Fair
	of Shares		Value

Common Stocks (Continued)
Food — 1.70%
Cal-Maine Foods, Inc. (b)		10,600	$	338,458
M&F Worldwide Corp. (a)		11,500		311,650
Nash Finch Co.		10,500		358,680
Sanderson Farms, Inc.		7,800		395,772

				1,404,560

Household Products — 1.14%
Ennis, Inc.		41,300		619,913
Helen of Troy Ltd. (a)		14,400		317,664

				937,577

Total Consumer, Non-cyclical (Cost: $7,677,140)				6,883,718

Diversified — 0.51%
Holding Companies-Diversified — 0.51%
Compass Diversified Holdings (b)		31,300		419,733

Total Diversified (Cost: $469,782)				419,733

Energy — 4.76%
Oil & Gas — 2.44%
Clayton Williams Energy, Inc. (a)		12,300		518,076
Sunoco, Inc.		14,800		514,596
Vaalco Energy, Inc. (a)		76,700		429,520
W&T Offshore, Inc. (b)		58,000		548,680

				2,010,872

Oil & Gas Services — 1.64%
Complete Production Services, Inc. (a)		40,000		572,000
Exterran Holdings, Inc. (a)(b)		26,100		673,641
Gulf Island Fabrication, Inc.		7,200		111,744

				1,357,385

Oil Equipment & Services — 0.68%
Oil States International, Inc. (a)		14,200		562,036

Total Energy (Cost: $3,770,442)				3,930,293

Financial — 16.45%
Banks — 2.69%
Banco Latinoamericano de Exportaciones S.A.		41,900		523,331
Bank of Hawaii Corp.		9,100		439,985
Bank of the Ozarks, Inc.		18,300		649,101
International Bancshares Corp.		36,300		605,847

				2,218,264

Diversified Financial Services — 1.62%
BGC Partners, Inc.		55,900		285,649
Calamos Asset Management, Inc.		26,200		243,136
National Financial Partners Corp. (a)		43,700		426,949
World Acceptance Corp. (a)(b)		10,000		383,100

				1,338,834

Insurance — 9.88%
American Physicians Capital, Inc. (a)		11,333		349,623
Assurant, Inc.		11,800		409,460
Endurance Specialty Holdings Ltd.		11,900		446,607
Erie Indemnity Co.		12,600		573,300
FPIC Insurance Group, Inc. (a)		13,050		334,733
Infinity Property & Casualty Corp.		15,100		697,318
Life Partners Holdings, Inc. (b)		17,700		362,142
Montpelier Re Holdings Ltd.		39,800		594,214
Platinum Underwriters Holdings Ltd.		22,900		831,041
ProAssurance Corp. (a)		13,900		788,964
RenaissanceRe Holdings Ltd.		6,600		371,382
Safety Insurance Group, Inc.		18,600		688,572
The Hanover Insurance Group, Inc.		8,100		352,350
Unitrin, Inc.		26,000		665,600
Universal American Corp. (a)		47,300		681,120

				8,146,426

Real Estate — 0.82%
Jones Lang LaSalle, Inc.		10,300		676,092

Savings & Loans — 1.44%
Dime Community Bancshares		44,000		542,520
Provident Financial Services, Inc.		55,100		644,119

				1,186,639

Total Financial (Cost: $13,677,683)				13,566,255

Healthcare — 13.02%
Biotechnology — 1.19%
Emergent Biosolutions, Inc. (a)		24,500		400,330
PDL BioPharma, Inc.		102,400		575,488

				975,818

Healthcare-Products — 2.41%
Arthrocare Corp. (a)		12,700		389,255
Hill-Rom Holdings, Inc.		11,200		340,816
Invacare Corp. (b)		16,100		333,914
Natus Medical, Inc. (a)		21,500		350,235
Quidel Corp. (a)		45,400		576,126

				1,990,346

Healthcare-Services — 5.47%
AMERIGROUP Corp. (a)		23,000		747,040
Gentiva Health Services, Inc. (a)		13,100		353,831
Health Net, Inc. (a)		33,500		816,395
Healthspring, Inc. (a)		45,000		697,950
Kindred Healthcare, Inc. (a)		17,700		227,268
Magellan Health Services, Inc. (a)		18,500		671,920
Molina Healthcare, Inc. (a)		23,500		676,800
WellCare Health Plans, Inc. (a)		13,600		322,864

				4,514,068

36 | 2010 ANNUAL REPORT

Quaker Small-Cap Value Fund
June 30, 2010


	Number		Fair
	of Shares		Value

Common Stocks (Continued)
Pharmaceuticals — 3.95%
Cardiome Pharma Corp. (a)		46,900	$	382,235
Cubist Pharmaceuticals, Inc. (a)		19,100		393,460
Herbalife Ltd.		18,400		847,320
PharMerica Corp. (a)		32,900		482,314
The Medicines Co. (a)		62,000		471,820
USANA Health Sciences, Inc. (a)(b)		10,500		383,565
Viropharma, Inc. (a)		26,600		298,186

				3,258,900

Total Healthcare (Cost: $10,178,612)				10,739,132

Industrial — 11.78%
Aerospace & Defense — 0.34%
Ducommun, Inc.		16,600		283,860

Building Materials — 1.06%
Drew Industries, Inc. (a)		27,500		555,500
Owens Corning (a)		10,700		320,037

				875,537

Electrical Components & Equipment — 0.37%
Graham Corp.		20,600		308,794

Electronics — 2.73%
Arrow Electronics, Inc. (a)		26,400		590,040
Benchmark Electronics, Inc. (a)		35,900		569,015
Jabil Circuit, Inc.		29,200		388,360
Methode Electronics, Inc.		39,300		382,782
Rogers Corp. (a)		11,600		322,132

				2,252,329

Engineering & Construction — 1.03%
KBR, Inc.		25,200		512,568
Layne Christensen Co. (a)		13,700		332,499

				845,067

Machinery-Diversified — 2.49%
Applied Industrial Technologies, Inc.		26,400		668,448
Gardner Denver, Inc.		9,400		419,146
Nordson Corp.		5,500		308,440
Zebra Technologies Corp. (a)		25,800		654,546

				2,050,580

Miscellaneous Manufacturing — 1.62%
Blount International, Inc. (a)		40,200		412,854
EnPro Industries, Inc. (a)		21,500		605,225
John Bean Technologies Corp.		20,900		318,725

				1,336,804

Transportation — 2.14%
Frontline Ltd.		10,700		305,378
Genco Shipping & Trading Ltd. (a)		23,200		347,768
Knightsbridge Tankers Ltd.		26,600		467,894
Ryder System, Inc.		16,000		643,680

				1,764,720

Total Industrial (Cost: $10,843,093)				9,717,691

Technology — 7.10%
Computers — 2.15%
CGI Group, Inc. (a)		27,000		403,110
Insight Enterprises, Inc. (a)		17,600		231,616
Manhattan Associates, Inc. (a)		25,300		697,015
SRA International, Inc. (a)		22,400		440,608

				1,772,349

Semiconductors — 4.16%
Amkor Technology, Inc. (a)(b)		85,000		468,350
ATMI, Inc. (a)		20,500		300,120
Emulex Corp. (a)		34,400		315,792
GT Solar International, Inc. (a)(b)		72,700		407,120
Integrated Device Technology, Inc. (a)		60,600		299,970
Intersil Corp.		34,900		422,639
Lam Research Corp. (a)		9,300		353,958
MKS Instruments, Inc. (a)		18,400		344,448
QLogic Corp. (a)		31,000		515,220

				3,427,617

Software — 0.79%
ACI Worldwide, Inc. (a)		33,600		654,192

Total Technology (Cost: $5,935,972)				5,854,158

Utilities — 4.07%
Electric — 3.11%
Alliant Energy Corp.		24,700		783,978
El Paso Electric Co. (a)		33,500		648,225
Mirant Corp. (a)		56,100		592,416
NV Energy, Inc.		45,900		542,079

				2,566,698

Gas — 0.96%
Energen Corp.		17,800		789,074

Total Utilities (Cost: $3,662,705)				3,355,772

Total Common Stocks (Cost $80,730,691)				79,804,055

2010 ANNUAL REPORT | 37

Schedule of Investments


	Number		Fair
	of Shares		Value

Real Estate Investment Trusts — 2.55%
Apartment Investment & Management Co.		33,800	$	654,706
National Health Investors, Inc.		17,400		670,944
Taubman Centers, Inc.		20,800		782,704

				2,108,354

Total Real Estate Investment Trusts (Cost $1,793,611)				2,108,354


Short-Term Investments — 7.89%
Investment Trust — 6.65%
Invesco AIM Liquid Assets Portfolio, 0.210% (c)(d)		5,483,619		5,483,619

Time Deposit — 1.24%
Wells Fargo 0.03%, 07/01/2010	$	1,025,190		1,025,190

Total Short-Term Investments (Cost $6,508,809)				6,508,809

Total Investments (Cost $89,033,111) — 107.19%				88,421,218

Liabilities in Excess of Other Assets, Net (7.19)%				(5,934,020	)

Total Net Assets — 100.00%			$	82,487,198


(a)		Non-income producing security.

(b)		All or a portion of the security out on loan.

(c)		Represents investment of collateral received from securities lending transactions.

(d)		The rate shown is the annualized seven-day yield at period end.

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

38 | 2010 ANNUAL REPORT

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Statements of Assets and Liabilities

June 30, 2010


	Tactical Allocation Funds
	Quaker			Quaker			Quaker			Quaker Small-Cap
	Event Arbitrage			Global Tactical			Long-Short Tactical			Growth Tactical
	Fund*			Allocation Fund			Allocation Fund			Allocation Fund

ASSETS:
Investments, at value	$	4,272,802		$	23,142,787		$	6,699,290		$	23,225,747
Cash		—			203,218			3,606,199			—
Deposits with brokers for securities and options sold short		1,323,432			1,647,306			2,485,098			—
Receivables:
Dividends and interest		4,070			18,352			11,414			2,738
Capital shares sold		375,697			19,780			15,659			253,237
Investment securities sold		352,598			6,687,574			2,282,559			4,210,211
Securities lending income		—			1,389			—			—
Prepaid expenses and other assets		45,118			10,629			2,576			7,710

Total assets		6,373,717			31,731,035			15,102,795			27,699,643


LIABILITIES:
Call Options Written, at value		8,400			544			—			—
Securities sold short, at value		879,006			1,181,848			2,747,813			—
Payables:
Due to Advisor (Note 3)		8,402			25,345			11,928			21,017
Capital shares redeemed		161,153			145,208			55,626			36,322
Upon return of securities loaned		—			1,935,997			—			—
Investment securities purchased		47,140			5,118,053			3,928,663			653,337
Dividends on securites sold short		305			—			—			—
Distributions fees		703			11,154			2,646			10,293
Trustee expenses		1,717			2,884			736			2,622
Accrued expenses		9,755			32,559			10,277			15,802

Total liabilities		1,116,581			8,453,592			6,757,689			739,393

NET ASSETS	$	5,257,136		$	23,277,443		$	8,345,106		$	26,960,250


NET ASSETS CONSIST OF:
Paid-in capital	$	5,609,401		$	41,320,650		$	11,655,036		$	26,959,941
Accumulated net realized gain (loss) on investments		64,146			(17,724,954	)		(3,513,216	)		339,931
Accumulated net investment gain (loss)		108,867			—			6,376			—
Net unrealized appreciation (depreciation) on investments		(525,278	)		(318,253	)		196,910			(339,622	)

Total Net Assets	$	5,257,136		$	23,277,443		$	8,345,106		$	26,960,250

Total Investments, at Cost	$	4,982,349		$	23,484,362		$	6,853,256		$	23,565,369

Proceeds from Securities Sold Short		1,061,845			1,203,637			3,098,688			—
Premiums on options		9,830			2,077			—			—
Market value of securities loaned		—			1,887,277			—			—
Class A Shares:
Net Assets	$	4,283,290		$	12,888,578		$	6,366,673		$	13,280,899

Shares of Beneficial interest outstanding⁽¹⁾		341,620			2,178,344			773,694			1,359,606

Net Asset Value per share and redemption price per share⁽²⁾	$	12.54		$	5.92		$	8.23		$	9.77

Offering price per share (100 ÷ 94.50 × net asset value per share)	$	13.27		$	6.26		$	8.71		$	10.34

Class C Shares:
Net Assets	$	231,036		$	9,512,106		$	1,572,418		$	9,180,158

Shares of Beneficial interest outstanding⁽¹⁾		18,412			1,634,729			192,557			952,433

Net Asset Value per share and redemption price per share⁽²⁾	$	12.55		$	5.82		$	8.17		$	9.64

Institutional Class Shares:
Net Assets	$	742,810		$	876,759		$	406,015		$	4,499,193

Shares of Beneficial interest outstanding⁽¹⁾		59,235			130,582			49,182			457,320

Net Asset Value per share and redemption price per share⁽²⁾	$	12.54		$	6.71		$	8.26		$	9.84


*		Financial Statement data for this Fund reflects the period January 1, 2010 to June 30, 2010.

(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.

40 | 2010 ANNUAL REPORT


Tactical
Allocation Fund			Traditional Funds
Quaker			Quaker			Quaker			Quaker
Strategic Growth			Capital Opportunites			Mid-Cap			Small-Cap
Fund			Fund			Value Fund			Value Fund


$	413,671,871		$	18,435,099		$	9,402,452		$	88,421,218
	5,129,907			—			—			—

	13,152,548			—			—			—

	488,556			15,845			12,199			18,580
	410,510			102,775			1,740			185,940
	9,187,393			—			219,278			1,720,580
	11,942			—			8			6,610
	193,268			7,636			4,654			36,389

	442,245,995			18,561,355			9,640,331			90,389,317



	8,960			—			—			—
	—			—			—			—

	452,141			14,645			8,644			72,019
	1,788,319			32,947			14,058			178,346
	30,192,356			—			131,936			5,483,619
	19,352,601			—			—			2,111,307
	—			—			—			—
	123,324			4,692			3,587			6,028
	65,079			1,741			1,190			8,249
	382,896			19,220			12,748			42,551

	52,365,676			73,245			172,163			7,902,119

$	389,880,319		$	18,488,110		$	9,468,168		$	82,487,198



$	900,324,616		$	21,031,303		$	20,202,615		$	108,051,215

	(502,235,654	)		(1,258,618	)		(11,710,983	)		(24,963,063	)
	—			—			1,925			10,939

	(8,208,643	)		(1,284,575	)		974,611			(611,893	)

$	389,880,319		$	18,488,110		$	9,468,168		$	82,487,198

$	421,905,013		$	19,719,674		$	8,427,841		$	89,033,111

	—			—			—			—
	33,459			—			—			—
	29,465,616			—			129,227			5,345,433

$	306,522,962		$	7,766,384		$	6,796,056		$	19,397,562


	22,996,768			1,036,859			566,574			1,680,197


$	13.33		$	7.49		$	11.99		$	11.54


$	14.11		$	7.93		$	12.69		$	12.21


$	63,002,054		$	3,427,877		$	2,426,968		$	2,085,480


	5,190,246			487,510			222,315			209,037


$	12.14		$	7.03		$	10.92		$	9.98


$	20,355,303		$	7,293,849		$	245,144		$	61,004,156


	1,484,307			970,780			19,724			5,100,369


$	13.71		$	7.51		$	12.43		$	11.96

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

2010 ANNUAL REPORT | 41

Statements of Operations

For the Fiscal Year Ended June 30, 2010


	Tactical Allocation Funds
	Quaker			Quaker			Quaker			Quaker Small-Cap
	Event Arbitrage			Global Tactical			Long-Short Tactical			Growth Tactical
	Fund*			Allocation Fund			Allocation Fund			Allocation Fund

INVESTMENT INCOME
Income:
Dividends (net of foreign withholding taxes)	$	91,668		$	328,845		$	36,685		$	42,214
Interest		67,021			—			16,641			1,670
Securities lending income		—			18,504			—			—

Total Income		158,689			347,349			53,326			43,884


Expenses:
Investment advisory fees (Note 3)		21,200			361,338			153,864			150,125
Fund administration, accounting, and transfer agent fees (Note 3)		10,356			72,367			28,302			37,731
Custody fees		5,940			99,491			40,383			26,516
Trustee fees and meeting expenses		1,717			13,740			4,099			8,225
Legal fees		6			2,064			810			997
Audit fees		5,325			7,956			7,827			3,554
Distribution Fee — Class A		1,327			41,136			18,016			16,819
Distribution Fee — Class C		31			120,193			13,508			69,184
Officers’ compensation fees		87			8,245			2,565			3,661
Registration and filing expenses		1,454			13,017			1,636			3,692
Printing expenses		3,141			15,258			15,453			11,160
Dividends and Interest on securities sold short		13,728			—			54,895			—
Other operating expenses		1,569			4,625			76,123			1,622

Total expenses		65,881			759,430			417,481			333,286

Less:
Investment advisory fees waived & reimbursed (Note 3)		(16,059	)		—			—			—
Net expenses		49,822			759,430			417,481			333,286

Net investment income (loss)		108,867			(412,081	)		(364,155	)		(289,402	)


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) from investments, (excluding short securities)		(388,368	)		4,411,011			(244,367	)		1,504,391
Net realized gain (loss) from short securities		592,372			(254,470	)		(1,755,664	)		—
Net realized gain (loss) from written options		—			59,727			—			—
Net realized gain from foreign currency transactions		—			—			—			—
Net change in unrealized appreciation (depreciation) on investments (excluding short securities)		(139,953	)		(828,745	)		(166,954	)		(801,914	)
Net change in unrealized appreciation on short securities		65,967			21,789			455,555			—
Net change in unrealized appreciation (depreciation) on written options		1,430			300			—			—

Net realized and unrealized gain (loss) on investments and foreign currency transactions		131,448			3,409,612			(1,711,430	)		702,477

Net increase (decrease) in net assets resulting from operations	$	240,315		$	2,997,531		$	(2,075,585	)	$	413,075

Foreign withholding taxes on dividends	$	(714	)	$	(14,540	)	$	(221	)	$	(1,603	)


*		Financial Statement data for this Fund reflects the period January 1, 2010 to June 30, 2010.

42 | 2010 ANNUAL REPORT


Tactical
Allocation Fund			Traditional Funds
Quaker			Quaker			Quaker			Quaker
Strategic Growth			Capital Opportunites			Mid-Cap			Small-Cap
Fund			Fund			Value Fund			Value Fund



$	6,631,177		$	231,115		$	176,389		$	1,035,323
	6,700			4,839			68			301
	292,697			—			2,388			86,901

	6,930,574			235,954			178,845			1,122,525



	6,925,988			150,239			111,990			1,028,282
	1,015,195			31,797			27,509			183,847
	143,170			26,975			27,667			55,062
	245,762			8,087			7,188			45,427
	30,693			653			83			4,857
	171,015			3,753			2,563			25,074
	1,008,230			22,517			19,320			54,352
	850,224			42,543			27,884			25,600
	152,790			4,539			2,994			26,357
	278,628			5,421			4,774			37,411
	248,564			11,437			10,957			90,306
	—			—			—			—
	76,688			1,219			58			8,154

	11,146,947			309,180			242,987			1,584,729


	—			—			—			(56,712	)
	11,146,947			309,180			242,987			1,528,017

	(4,216,373	)		(73,226	)		(64,142	)		(405,492	)



	87,918,264			1,379,503			1,669,303			9,414,276
	(120,222	)		—			—			—
	1,380,879			(491,406	)		—			—
	—			—			—			—
	(25,152,612	)		(1,712,221	)		1,052,326			5,563,208
	—			—			—			—
	(69,971	)		133,090			—			—

	63,956,338			(691,034	)		2,721,629			14,977,484

$	59,739,965		$	(764,260	)	$	2,657,487		$	14,571,992

$	(164,612	)	$	(5,328	)	$	—		$	(274	)

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

2010 ANNUAL REPORT | 43

Statements of Changes in Net Assets

For the Fiscal Year Ended June 30, 2010


	Tactical Allocation Funds
	Quaker			Quaker			Quaker			Quaker Small-Cap
	Event Arbitrage			Global Tactical			Long-Short Tactical			Growth Tactical
	Fund*			Allocation Fund			Allocation Fund			Allocation Fund

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss)	$	108,867		$	(412,081	)	$	(364,155	)	$	(289,402	)
Net realized gain (loss) from investment transactions and foreign currency transactions		(388,368	)		4,470,738			(244,367	)		1,504,391
Net realized gain from securities sold short		592,372			(254,470	)		(1,755,664	)		—
Change in net unrealized appreciation (depreciation) on investments		(72,556	)		(806,656	)		288,601			(801,914	)

Net increase (decrease) in net assets resulting from operations		240,315			2,997,531			(2,075,585	)		413,075

Distributions to shareholders from
Net investment income — Class I		—			—			—			—
Net realized capital gain — Class A		—			—			—			(617,913	)
Net realized capital gain — Class C		—			—			—			(694,222	)
Net realized capital gain — Class I		—			—			—			(117,771	)

Total Distributions		—			—			—			(1,429,906	)

Capital share transactions
Increase (Decrease) in net assets from fund share transactions (Note 10)		2,098,801			(7,712,372	)		5,010,171			18,447,555

Total increase (decrease) in net assets		2,339,116			(4,714,841	)		2,934,586			17,430,724


NET ASSETS
Beginning of period		2,918,020			27,992,284			5,410,520			9,529,526

End of period	$	5,257,136		$	23,277,443		$	8,345,106		$	26,960,250

Accumulated net investment income (loss), at end of period	$	108,867		$	(412,081	)	$	(364,155	)	$	(289,402	)


For the Fiscal Year Ended June 30, 2009
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss)	$	(10,470	)	$	(348,757	)	$	(105,872	)	$	(91,405	)
Net realized gain (loss) from investment transactions and foreign currency transactions		34,606			(21,677,094	)		(250,698	)		646,253
Change in net unrealized appreciation (depreciation) on investments		472,284			163,135			456,471			462,292

Net increase (decrease) in net assets resulting from operations		496,420			(21,862,716	)		99,901			1,017,140

Distributions to shareholders from
Net realized capital gain — Class A		—			—			—			—
Net realized capital gain — Class C		—			—			—			—
Net realized capital gain — Class I		—			—			—			—


Total Distributions		—			—			—			—

Capital share transactions
Increase (decrease) in net assets from fund share transactions (Note 9)		574,393			8,743,970			942,463			8,512,386

Total increase (decrease) in net assets		1,070,813			(13,118,746	)		1,042,364			9,529,526


NET ASSETS
Beginning of period		1,847,207			41,111,030			4,368,156			—

End of period	$	2,918,020		$	27,992,284		$	5,410,520		$	9,529,526

Accumulated net investment income (loss), at end of period	$	—		$	(348,757	)	$	(105,872	)	$	(91,405	)


*		Financial Statement data for this Fund reflects the current period January 1, 2010 to June 30, 2010, and the prior period January 1, 2009 to December 31, 2009

44 | 2010 ANNUAL REPORT


Tactical
Allocation Fund			Traditional Funds
Quaker			Quaker			Quaker			Quaker
Strategic Growth			Capital Opportunites			Mid-Cap			Small-Cap
Fund			Fund			Value Fund			Value Fund



$	(4,216,373	)	$	(73,226	)	$	(64,142	)	$	(405,492	)

	89,299,143			888,097			1,669,303			9,414,276
	(120,222	)		—			—			—
	(25,222,583	)		(1,579,131	)		1,052,326			5,563,208

	59,739,965			(764,260	)		2,657,487			14,571,992


	—			—			—			(58,560	)
	—			—			—			—
	—			—			—			—
	—			—			—			—

	—			—			—			(58,560	)


	(244,304,110	)		7,107,337			(3,120,376	)		(15,672,645	)

	(184,564,145	)		6,343,077			(462,889	)		(1,159,213	)



	574,444,464			12,145,033			9,931,057			83,646,411

$	389,880,319		$	18,488,110		$	9,468,168		$	82,487,198

$	(4,216,373	)	$	(73,226	)	$	(64,142	)	$	(405,492	)





$	(4,558,873	)	$	(7,810	)	$	(10,631	)	$	58,559
	(587,377,327	)		(1,972,017	)		(7,848,585	)		(27,943,049	)
	(180,803,189	)		(160,359	)		(85,491	)		(4,132,451	)

	(772,739,389	)		(2,140,186	)		(7,944,707	)		(32,016,941	)

								��
	(72,873,708	)		(3,723	)		—			(17,758	)
	(57,779	)		(83	)		—			(105	)
	(15,343,584	)		(2,922	)		—			(3,000	)
	(5,486,553	)		—			—			(45,050	)

	(93,761,624	)		(6,728	)		—			(65,913	)



	(149,827,659	)		1,642,283			(6,022,240	)		59,507,750

	(1,016,328,672	)		(504,631	)		(13,966,947	)		27,424,896



	1,590,773,136			12,649,664			23,898,004			56,221,515

$	574,444,464		$	12,145,033		$	9,931,057		$	83,646,411

$	(4,558,873	)	$	(7,810	)	$	(10,631	)	$	58,559

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

2010 ANNUAL REPORT | 45

Statement of Operations

The following statement of operations and statement of changes in net assets are for the prior year fiscal year period of the Quaker Event Arbitrage Fund, while the fund was still operating as the Pennsylvania Avenue Event-Driven Fund. To comply with proper reporting requirements, we have included these statements to disclose a full year of activity for the statement of operations and a full two years of activity for the statement of changes in net assets. Due to the change in the Fund’s fiscal year end from December 31 to June 30, the information provided in the previous statements included a partial period from January 1, 2010 to June 30, 2010, requiring us to further disclose the following two statements.

For the Fiscal Year Ended December 31, 2009


	Pennsylvanla Avenue
	Event-Driven Fund

INVESTMENT INCOME
Investment Income:
Dividends	$	16,501
Interest		15,072

Total Investment Income		31,573

Expenses:
Advisory Fees		22,030
Transfer Agent Fees		15,229
Distribution Fees 12b-1		5,508
Dividend Expense		8,927
Registration Fees		7,813
Audit Fees		12,015
Miscellaneous Fees		640
Custody Fees		9,567
NSCC Fees		2,098
Printing and mailing Fees		849
Insurance Fees		606

Total Expenses		85,282

Fees Waived and Reimbursed by the Advisor		(43,239	)
Net Expenses		42,043

Net Investment Loss		(10,470	)


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized Gain (Loss) on:
Investments		(118,740	)
Securities Sold Short		199,208
Options		(45,862	)
Realized Gain on Investments, Securities Sold Short and Options		34,606
Net Change in Unrealized Appreciation (Depreciation) on:
Investments		390,512
Securities Sold Short		22,562
Options		59,210
Net Change in Unrealized Appreciation on Investments, Securities Sold Short and Options		472,284

Realized and Unrealized Gain on Investments		506,890

Net Increase in Net Assets Resulting from Operations	$	496,420

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

46 | 2010 ANNUAL REPORT

Statements of Changes in Net Assets


	Pennsylvanla Avenue Event-Driven Fund
	Year Ended			Year Ended
	December 31, 2009			December 31, 2008

Increase (Decrease) in Net Assets From Operations:
Net Investment Loss	$	(10,470	)	$	(3,501	)
Realized Gain (Loss) on Investments, Securities Sold Short and Options		34,606			(174,464	)
Change in Unrealized Appreciation (Depreciation) on Investments, Options and Securities Sold Short		472,284			(653,757	)

Net Increase (Decrease) in Net Assets
Resulting from Operations		496,420			(831,722	)

Distributions to Shareholders:
Net Investment Income		—			—
Realized Gains		—			—
Return of Capital		—			—

Total Distribution to Shareholders		—			—

Capital Share Transactions		574,393			(825,057	)
Total Increase (Decrease) in Net Assets		1,070,813			(1,656,779	)


NET ASSETS:
Beginning of Period		1,847,207			3,503,986

End of Period (Including Undistributed Net Investment Income of $0 and $0, respectively)	$	2,918,020		$	1,847,207

Additionally, included in the accompanying statement of changes in net assets is the fiscal period ending September 30, 2008 for the Quaker Long-Short Tactical Allocation Fund, while it was still operating as the Top Flight Long-Short Fund. Similar to that of the Event Arbitrage Fund the fiscal year end of the fund changed from September 30 to June 30. Due to this change, the information provided for the fiscal period ending June 30, 2009 in the previous statement is a partial period from September 1, 2008 to June 30, 2009. To comply with appropriate reporting requirements, we have included this additional statement of changes in net assets to disclose a full two years of activity.


	Top Flight Long-Short Fund
	Year Ended
	September 30, 2008

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net Investment Loss	$	(190,386	)
Net Realized Gain (Loss) from Investment Transactions and Foreign Currency Transactions		(593,321	)
Net Realized Gain from Securities Sold Short		(386,108	)
Change in Net Unrealised Appreciation (Depreciation) on Investments		(553,211	)

Net Increase (Decrease) in Net Assets Resulting from Operations		(1,723,026	)

Distributions to Shareholders from
Net Realized Capital Gain — Class A		—
Net Realized Capital Gain — Class B		—
Net Realized Capital Gain — Class C		—
Net Realized Capital Gain — Class I		—
Return of Capital — Class A		—
Return of Capital — Class B		—
Return of Capital — Class C		—

Total Distributions		—

Capital Share Transactions
Increase (Decrease) in Net Assets from Fund Share Transactions		2,421,870

Total Increase (Decrease) in Net Assets		698,844


NET ASSETS
Beginning of Period		3,669,312

End of Period	$	4,368,156

Acumulated Net Investment Gain, at End of Period	$	—

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

2010 ANNUAL REPORT | 47

Financial Highlights

Quaker Event Arbitrage Fund
(For a Share Outstanding Throughout the Period)


	Class A
	For the			Year			Year			Year			Year			Year
	period			Ended			Ended			Ended			Ended			Ended
	January 1, 2010			December 31,			December 31,			December 31,			December 31,			December 31,
	to June 30, 2010			2009			2008			2007			2006			2005

Net asset value, beginning of period	$	11.80		$	9.23		$	12.43		$	13.20		$	12.98		$	12.01

Income from investment operations
Net investment income (loss)⁽¹⁾		0.34			(0.05	)		(0.01	)		0.15			0.10			(0.06	)
Net realized and unrealized gain (loss) on investments		0.40			2.62			(3.19	)		(0.15	)		1.36			1.55

Total from investment operations		0.74			2.57			(3.20	)		—			1.46			1.49

Distributions to shareholders from:
Net investment income		—			—			—			(0.08	)		—			—
Net realized capital gain		—			—			—			(0.55	)		(1.24	)		(0.46	)
Return of capital		—			—			—			(0.14	)		—			(0.06	)

Total distributions		—			—			—			(0.77	)		(1.24	)		(0.52	)

Net asset value, end of period	$	12.54		$	11.80		$	9.23		$	12.43		$	13.20		$	12.98

Total Return⁽²⁾		6.27	%		27.84	%		(25.74	)%		(0.03	)%		11.23	%		12.43	%

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	4,283		$	2,918		$	1,847		$	3,503		$	1,786		$	662
Ratio of expenses to average net assets:
Expenses before reductions		3.25	%**		3.86	%		3.51	%		2.10	%		2.84	%		5.09	%
Expenses net of fee waivers, if any		2.44	%**		1.91	%		2.00	%		1.50	%		1.50	%		1.50	%
Expenses before reductions (excluding dividend and interest expense for securities sold short)		2.56	%**		3.46	%		3.02	%		2.09	%		2.84	%		5.09	%
Expenses net of all reductions (excluding dividend and interest expense for securities sold short)		1.76	%**		1.50	%		1.50	%		1.50	%		1.50	%		1.50	%
Ratio of net investment income (loss) to average net assets		5.59	%**		(0.47	)%		(0.13	)%		0.57	%		0.63	%		(0.04	)%
Portfolio turnover rate		138.58	%*		226.00	%		224.66	%		249.36	%		169.02	%		144.46	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

*		Not Annualized

**		Annualized

48 | 2010 ANNUAL REPORT


	Class C
	For the period
	June 7, 2010
	(commencement
	of operations) to
	June 30, 2010

Net asset value, beginning of period	$	12.35

Income from investment operations
Net investment loss⁽¹⁾		(0.21	)
Net realized and unrealized gain on investments		0.41

Total from investment operations		0.20

Net asset value, end of period	$	12.55

Total Return⁽²⁾		1.62	%^†*

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	231
Ratio of expenses to average net assets:
Expenses before reductions		2.74	%**
Expenses net of fee waivers, if any		2.74	%**
Expenses before reductions (excluding dividend and interest expense for securities sold short)		2.52	%**
Expenses net of all reductions (excluding dividend and interest expense for securities sold short)		2.52	%**
Ratio of net investment loss to average net assets		(29.65	)%**
Portfolio turnover rate		138.58	%⁽³⁾*


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

(3)		Portfolio turnover for this class is for the period January 1, 2010 to June 30, 2010.

^†		The returns shown represent performance for a period of less than one year

*		Not Annualized

**		Annualized

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

2010 ANNUAL REPORT | 49

Financial Highlights

Quaker Event Arbitrage Fund
(For a Share Outstanding Throughout the Period)


	Institutional Class
	For the period
	June 7, 2010
	(commencement
	of operations) to
	June 30, 2010

Net asset value, beginning of period	$	12.35

Income from investment operations
Net investment loss⁽¹⁾		(0.03	)
Net realized and unrealized gain on investments		0.22

Total from investment operations		0.19

Net asset value, end of period	$	12.54

Total Return⁽²⁾		1.54	%^†*

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	743
Ratio of expenses to average net assets:
Expenses before reductions		3.00	%**
Expenses net of fee waivers, if any		3.00	%**
Expenses before reductions (excluding dividend and interest expense for securities sold short)		2.88	%**
Expenses net of all reductions (excluding dividend and interest expense for securities sold short)		2.88	%**
Ratio of net investment loss to average net assets		(3.81	)%**
Portfolio turnover rate		138.58	%⁽³⁾*


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

(3)		Portfolio turnover for this class is for the period January 1, 2010 to June 30, 2010.

^†		The returns shown represent performance for a period of less than one year

*		Not Annualized

**		Annualized

50 | 2010 ANNUAL REPORT

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Financial Highlights

Quaker Global Tactical Allocation Fund
(For a Share Outstanding Throughout the Period)


	Class A
							For the period
							May 1, 2008
	Year Ended			Year Ended			(commencement
	June 30,			June 30,			of operations) to
	2010			2009			June 30, 2008

Net asset value, beginning of period	$	5.37		$	10.19		$	10.00

Income from investment operations
Net investment loss⁽¹⁾		(0.07	)		(0.05	)		(0.02	)
Net realized and unrealized gain (loss) on investments		0.62			(4.77	)		0.21

Total from investment operations		0.55			(4.82	)		0.19

Net asset value, end of period	$	5.92		$	5.37		$	10.19

Total Return⁽²⁾		10.24	%		(47.30	)%		1.90	%^†*

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	12,889		$	16,380		$	27,109
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		2.32	%		2.38	%		2.01	%**
After expense reimbursement and waived fees		2.32	%		2.38	%		2.01	%**
Ratio of net investment loss to average net assets		(1.12	)%		(0.85	)%		(1.20	)%**
Portfolio turnover rate		1212.89	%		760.99	%		29.39	%*


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

^†		The returns shown represent performance for a period of less than one year.

*		Not Annualized

**		Annualized

52 | 2010 ANNUAL REPORT


	Class C
							For the period
							May 1, 2008
	Year Ended			Year Ended			(commencement
	June 30,			June 30,			of operations) to
	2010			2009			June 30, 2008

Net asset value, beginning of period	$	5.32		$	10.17		$	10.00

Income from investment operations
Net investment loss⁽¹⁾		(0.11	)		(0.09	)		(0.03	)
Net realized and unrealized gain (loss) on investments		0.61			(4.76	)		0.20

Total from investment operations		0.50			(4.85	)		0.17

Net asset value, end of period	$	5.82		$	5.32		$	10.17

Total Return⁽²⁾		9.40	%		(47.69	)%		1.70	%^†*

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	9,512		$	11,386		$	14,002
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		3.07	%		3.13	%		2.76	%**
After expense reimbursement and waived fees		3.07	%		3.13	%		2.76	%**
Ratio of net investment loss to average net assets		(1.87	)%		(1.60	)%		(1.95	)%**
Portfolio turnover rate		1212.89	%		760.99	%		29.39	%*


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

^†		The returns shown represent performance for a period of less than one year.

*		Not Annualized

**		Annualized

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

2010 ANNUAL REPORT | 53

Financial Highlights

Quaker Global Tactical Allocation Fund
(For a Share Outstanding Throughout the Period)


	Institutional Class
				For the period
				July 23, 2008
	Year Ended			(commencement
	June 30,			of operations) to
	2010			June 30, 2009

Net asset value, beginning of period	$	6.08		$	10.00

Income from investment operations
Net investment loss⁽¹⁾		(0.05	)		(0.05	)
Net realized and unrealized gain (loss) on investments		0.68			(3.87	)

Total from investment operations		0.63			(3.92	)

Net asset value, end of period	$	6.71		$	6.08

Total Return⁽²⁾		10.36	%		(39.20)	%^†*

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	877		$	226
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		1.86	%		2.23	%**
After expense reimbursement and waived fees		1.86	%		2.23	%**
Ratio of net investment loss to average net assets		(0.70	)%		(0.74	)%**
Portfolio turnover rate		1212.89	%		760.99	%*


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

^†		The returns shown represent performance for a period of less than one year.

*		Not Annualized

**		Annualized

54 | 2010 ANNUAL REPORT

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Financial Highlights

Quaker Long-Short Tactical Allocation Fund
(For a Share Outstanding Throughout the Period)


	Class A
	Year			For the period			Year			Year			Year			Year
	Ended			October 1, 2008			Ended			Ended			Ended			Ended
	June 30,			to June 30,			September 30,			September 30,			September 30,			September 30,
	2010			2009			2008			2007			2006			2005

Net asset value, beginning of period	$	10.28		$	9.47		$	10.86		$	10.66		$	12.20		$	11.60

Income From investment operations
Net investment (loss)⁽¹⁾		(0.34	)		(0.28	)		(0.26	)		(0.27	)		(0.21	)		(0.26	)
Net realized and unrealized gain (loss) on investments		(1.71	)		1.09			(1.13	)		0.69			0.01			1.41

Total from investment operations		(2.05	)		0.81			(1.39	)		0.42			(0.20	)		1.15

Distributions to shareholders from:
Net realized capital gain		—			—			—			(0.22	)		(1.34	)		(0.55	)

Total distributions		—			—			—			(0.22	)		(1.34	)		(0.55	)

Net asset value, end of period	$	8.23		$	10.28		$	9.47		$	10.86		$	10.66		$	12.20

Total Return⁽²⁾		(19.94	)%		8.55	%^†*		(12.80	)%		4.07	%		(1.97	)%		9.95	%

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	6,367		$	5,014		$	4,368		$	3,669		$	12,281		$	8,519
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		4.61	%		5.25	%**		4.61	%		5.18	%		3.44	%		3.34	%
After expense reimbursement and waived fees		4.61	%		5.25	%**		4.21	%		4.42	%		3.31	%		3.30	%
Ratio of net investment loss to average net assets		(4.00	)%		(3.91	)%**		(2.31	)%		(2.54	)%		(1.85	)%		(2.24	)%
Portfolio turnover rate		2474.30	%		1546.80	%*		2121.39	%		2118.78	%		2052.63	%		1634.62	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

^†		The returns shown represent performance for a period of less than one year.

*		Not Annualized

**		Annualized

56 | 2010 ANNUAL REPORT


	Class C
				For the period
				June 16, 2009
	Year Ended			(commencement
	June 30,			of operations) to
	2010			June 30, 2009

Net asset value, beginning of period	$	10.28		$	10.55

Income from investment operations
Net investment income (loss)⁽¹⁾		(0.41	)		0.01
Net realized and unrealized loss on investments		(1.70	)		(0.28	)

Total from investment operations		(2.11	)		(0.27	)

Net asset value, end of period	$	8.17		$	10.28

Total Return⁽²⁾		(20.53	)%		(2.56	)%^†*

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	1,572		$	133
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		5.36	%		6.00	%**
After expense reimbursement and waived fees		5.36	%		6.00	%**
Ratio of net investment loss to average net assets		(4.80	)%		(4.66	)%**
Portfolio turnover rate		2474.30	%		1546.80	%*


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

†		The returns shown represent performance for a period of less than one year.

*		Not Annualized

**		Annualized

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

2010 ANNUAL REPORT | 57

Financial Highlights

Quaker Long-Short Tactical Allocation Fund
(For a Share Outstanding Throughout the Period)


	Institutional Class
				For the period
				June 16, 2009
	Year Ended			(commencement
	June 30,			of operations) to
	2010			June 30, 2009

Net asset value, beginning of period	$	10.28		$	10.55

Income from investment operations
Net investment loss⁽¹⁾		(0.31	)		(0.02	)
Net realized and unrealized loss on investments		(1.71	)		(0.25	)

Total from investment operations		(2.02	)		(0.27	)

Net asset value, end of period	$	8.26		$	10.28

Total Return⁽²⁾		(19.65	)%		(2.56	)%^†*

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	406		$	264
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		4.24	%		5.00	%**
After expense reimbursement and waived fees		4.24	%		5.00	%**
Ratio of net investment loss to average net assets		(3.63	)%		(3.66	)%**
Portfolio turnover rate		2474.30	%		1546.80	%*


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

†		The returns shown represent performance for a period of less than one year.

*		Not Annualized

**		Annualized

58 | 2010 ANNUAL REPORT

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Financial Highlights

Quaker Small-Cap Growth Tactical Allocation Fund
(For a Share Outstanding Throughout the Period)


	Class A
				For the period
				September 30, 2008
	Year Ended			(commencement
	June 30,			of operations) to
	2010			June 30, 2009

Net asset value, beginning of period	$	10.09		$	10.00

Income from investment operations
Net investment loss⁽¹⁾		(0.16	)		(0.15	)
Net realized and unrealized gain on investments		1.29			0.24

Total from investment operations		1.13			0.09

Distributions to shareholders from:
Net realized capital gain		(1.45	)		—

Net asset value, end of period	$	9.77		$	10.09

Total Return⁽²⁾		11.75	%		0.90	%^†*

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	13,281		$	3,728
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		1.89	%		2.64	%**
After expense reimbursement and waived fees		1.89	%		2.64	%**
Ratio of net investment loss to average net assets		(1.61	)%		(2.15	)%**
Portfolio turnover rate		991.29	%		714.79	%*


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

†		The returns shown represent performance for a period of less than one year.

*		Not Annualized

**		Annualized

60 | 2010 ANNUAL REPORT


	Class C
				For the period
				September 30, 2008
	Year Ended			(commencement
	June 30,			of operations) to
	2010			June 30, 2009

Net asset value, beginning of period	$	10.04		$	10.00

Income from investment operations
Net investment loss⁽¹⁾		(0.24	)		(0.19	)
Net realized and unrealized gain on investments		1.29			0.23

Total from investment operations		1.05			0.04

Distributions to shareholders from:
Net realized capital gain		(1.45	)		—

Net asset value, end of period	$	9.64		$	10.04

Total Return⁽²⁾		10.94	%		0.40	%^†*

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	9,180		$	5,081
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		2.65	%		3.33	%**
After expense reimbursement and waived fees		2.65	%		3.33	%**
Ratio of net investment loss to average net assets		(2.35	)%		(2.80	)%**
Portfolio turnover rate		991.29	%		714.79	%*


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

†		The returns shown represent performance for a period of less than one year.

*		Not Annualized

**		Annualized

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

2010 ANNUAL REPORT | 61

Financial Highlights

Quaker Small-Cap Growth Tactical Allocation Fund
(For a Share Outstanding Throughout the Period)


	Institutional Class
				For the Period
				September 30,
				2008
	Year Ended			(commencement
	June 30,			of operations) to
	2010			June 30, 2009

Net asset value, beginning of period	$	10.13		$	10.00

Income from investment operations
Net investment loss⁽¹⁾		(0.14	)		(0.12	)
Net realized and unrealized gain on investments		1.30			0.25

Total from investment operations		1.16			0.13

Distributions to shareholders from:
Net realized capital gain		(1.45	)

Net asset value, end of period	$	9.84		$	10.13

Total Return⁽²⁾		12.01	%		1.30	%^†*

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	4,499		$	721
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		1.65	%		2.30	%**
After expense reimbursement and waived fees		1.65	%		2.30	%**
Ratio of net investment loss to average net assets		(1.37	)%		(1.76	)%**
Portfolio turnover rate		991.29	%		714.79	%*


(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.

†		The returns shown represent performance for a period of less than one year.

*		Not Annualized

**		Annualized

62 | 2010 ANNUAL REPORT

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Financial Highlights

Quaker Strategic Growth 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,
	2010			2009			2008			2007			2006

Net asset value, beginning of period	$	12.33		$	28.45		$	25.69		$	24.12		$	22.44

Income from investment operations
Net investment income (loss)⁽¹⁾		(0.10	)		(0.07	)		(0.09	)		0.06			0.05
Net realized and unrealized gain (loss) on investments		1.10			(14.08	)		5.50			4.07			2.98

Total from investment operations		1.00			(14.15	)		5.41			4.13			3.03

Distributions to shareholders from:
Net investment income		—			—			—			(0.09	)		—
Net realized capital gain		—			(1.97	)		(2.65	)		(2.47	)		(1.35	)

Total distributions		—			(1.97	)		(2.65	)		(2.56	)		(1.35	)

Net asset value, end of period	$	13.33		$	12.33		$	28.45		$	25.69		$	24.12

Total Return⁽²⁾		8.11	%		(49.61	)%		22.22	%		18.68	%		13.66	%

Ratios/supplemental data
Net asssets, end of period (000’s omitted)	$	306,523		$	436,015		$	1,244,922		$	629,531		$	901,498
Ratio of expenses to average net assets:
Before fees paid indirectly through commission recapture		1.99	%		1.89	%		1.80	%		1.90	%		1.90	%
After fees paid indirectly through commission recapture		1.99	%		1.89	%		1.80	%		1.90	%		1.86	%
Ratio of net investment income (loss) to average net assets		(0.69	)%		(0.45	)%		(0.34	)%		0.23	%		0.20	%
Portfolio turnover rate		276.31	%		468.72	%		168.61	%		319.28	%		185.71	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

64 | 2010 ANNUAL REPORT


	Class C
	Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,			June 30,
	2010			2009			2008			2007			2006

Net asset value, beginning of period	$	11.31		$	26.61		$	24.36		$	23.07		$	21.68

Income from investment operations
Net investment loss⁽¹⁾		(0.19	)		(0.17	)		(0.27	)		(0.12	)		(0.12	)
Net realized and unrealized gain (loss) on investments		1.02			(13.16	)		5.17			3.88			2.86

Total from investment operations		0.83			(13.33	)		4.90			3.76			2.74

Distributions to shareholders from:
Net realized capital gain		—			(1.97	)		(2.65	)		(2.47	)		(1.35	)

Total distributions		—			(1.97	)		(2.65	)		(2.47	)		(1.35	)

Net asset value, end of period	$	12.14		$	11.31		$	26.61		$	24.36		$	23.07

Total Return⁽²⁾		7.34	%		(49.99	)%		21.29	%		17.80	%		12.77	%

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	63,002		$	92,152		$	213,194		$	108,241		$	98,224
Ratio of expenses to average net assets:
Before fees paid indirectly through commission recapture		2.74	%		2.64	%		2.55	%		2.65	%		2.65	%
After fees paid indirectly through commission recapture		2.74	%		2.64	%		2.55	%		2.65	%		2.61	%
Ratio of net investment loss to average net assets		(1.44	)%		(1.21	)%		(1.09	)%		(0.52	)%		(0.55	)%
Portfolio turnover rate		276.31	%		468.72	%		168.61	%		319.28	%		185.71	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

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

2010 ANNUAL REPORT | 65

Financial Highlights

Quaker Strategic Growth Fund
(For a Share Outstanding Throughout the Period)


	Institutional Class
	Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,			June 30,
	2010			2009			2008			2007			2006

Net asset value, beginning of period	$	12.65		$	29.03		$	26.09		$	24.47		$	22.70

Income from investment operations
Net investment income (loss)⁽¹⁾		(0.07	)		(0.04	)		(0.03	)		0.12			0.11
Net realized and unrealized gain (loss) on investments		1.13			(14.37	)		5.62			4.13			3.01

Total from investment operations		1.06			(14.41	)		5.59			4.25			3.12

Distributions to shareholders from:
Net investment income		—			—			—			(0.16	)		—
Net realized capital gain		—			(1.97	)		(2.65	)		(2.47	)		(1.35	)

Total distributions		—			(1.97	)		(2.65	)		(2.63	)		(1.35	)

Net asset value, end of period	$	13.71		$	12.65		$	29.03		$	26.09		$	24.47

Total Return⁽²⁾		8.38	%		(49.51	)%		22.58	%		18.95	%		13.91	%

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	20,355		$	46,136		$	126,637		$	15,105		$	41,280
Ratio of expenses to average net assets:
Before fees paid indirectly through commission recapture		1.75	%		1.64	%		1.54	%		1.65	%		1.65	%
After fees paid indirectly through commission recapture		1.75	%		1.64	%		1.54	%		1.65	%		1.61	%
Ratio of net investment income (loss) to average net assets		(0.46	)%		(0.23	)%		(0.09	)%		0.48	%		0.45	%
Portfolio turnover rate		276.31	%		468.72	%		168.61	%		319.28	%		185.71	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

66 | 2010 ANNUAL REPORT

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Financial Highlights

Quaker Capital Opportunities 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,
	2010			2009			2008			2007			2006

Net asset value, beginning of period	$	7.37		$	9.24		$	11.30		$	11.07		$	11.29

Income from investment operations
Net investment income (loss)⁽¹⁾		(0.02	)		0.02			0.02			0.02			(0.05	)
Net realized and unrealized gain (loss) on investments		0.14			(1.88	)		(0.26	)		1.01			0.85

Total from investment operations		0.12			(1.86	)		(0.24	)		1.03			0.80

Distributions to shareholders from:
Net realized capital gain		—			(0.01	)		(1.75	)		(0.80	)		(1.02	)
Return of capital		—			—			(0.07	)		—			—

Total distributions		—			(0.01	)		(1.82	)		(0.80	)		(1.02	)

Net asset value, end of period	$	7.49		$	7.37		$	9.24		$	11.30		$	11.07

Total Return⁽²⁾		1.63	%		(20.18	)%		(3.63	)%		9.67	%		7.05	%

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	7,766		$	7,979		$	7,007		$	8,016		$	12,482
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		1.75	%		1.88	%		1.59	%		1.76	%		1.72	%
After expense reimbursement and waived fees		1.75	%		1.88	%		1.59	%		1.76	%		1.67	%
Ratio of net investment income (loss) to average net assets		(0.30	)%		0.22	%		0.15	%		0.22	%		(0.41	)%
Portfolio turnover rate		139.57	%		104.43	%		75.18	%		87.48	%		129.29	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

68 | 2010 ANNUAL REPORT


	Class C
	Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,			June 30,
	2010			2009			2008			2007			2006

Net asset value, beginning of period	$	6.97		$	8.80		$	10.92		$	10.81		$	11.12

Income from investment operations
Net investment loss⁽¹⁾		(0.08	)		(0.04	)		(0.10	)		(0.06	)		(0.13	)
Net realized and unrealized gain (loss) on investments		0.14			(1.78	)		(0.20	)		0.97			0.84

Total from investment operations		0.06			(1.82	)		(0.30	)		0.91			0.71

Distributions to shareholders from:
Net realized capital gain		—			(0.01	)		(1.75	)		(0.80	)		(1.02	)
Return of capital		—			—			(0.07	)		—			—

Total distributions		—			(0.01	)		(1.82	)		(0.80	)		(1.02	)

Net asset value, end of period	$	7.03		$	6.97		$	8.80		$	10.92		$	10.81

Total Return⁽²⁾		0.86	%		(20.74	)%		(4.38	)%		8.76	%		6.32	%

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	3,428		$	4,060		$	5,322		$	8,449		$	11,423
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		2.49	%		2.60	%		2.34	%		2.51	%		2.47	%
After expense reimbursement and waived fees		2.49	%		2.60	%		2.34	%		2.51	%		2.42	%
Ratio of net investment loss to average net assets		(1.05	)%		(0.53	)%		(1.01	)%		(0.53	)%		(1.16	)%
Portfolio turnover rate		139.57	%		104.43	%		75.18	%		87.48	%		129.29	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

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

2010 ANNUAL REPORT | 69

Financial Highlights

Quaker Capital Opportunities Fund
(For a Share Outstanding Throughout the Period)


	Institutional Class
	Year				For the period May 5,
	Ended				2009 (commencement
	June 30,				of operations) to
	2010				June 30, 2009

Net asset value, beginning of period	$	7.37			$	7.14

Income from investment operations
Net investment loss⁽¹⁾		(0.01	)			0.01
Net realized and unrealized gain on investments		0.15				0.22

Total from investment operations		0.14				0.23

Net asset value, end of period	$	7.51			$	7.37

Total Return⁽²⁾		1.90	%			3.22	%^†*

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	7,294			$	9
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		1.52	%	��		1.92	%**
After expense reimbursement and waived fees		1.52	%			1.92	%**
Ratio of net investment income (loss) to average net assets		(0.06	)%			0.71	%**
Portfolio turnover rate		139.57	%			104.43	%*


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

†		The returns shown represent performance for a period of less than one year.

*		Not Annualized

**		Annualized

70 | 2010 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,
	2010			2009			2008			2007			2006

Net asset value, beginning of period	$	9.39		$	14.42		$	17.84		$	15.89		$	16.67

Income from investment operations
Net investment income (loss)⁽¹⁾		(0.05	)		0.01			(0.06	)		(0.09	)		(0.10	)
Net realized and unrealized gain (loss) on investments		2.65			(5.04	)		(2.74	)		2.37			1.75

Total from investment operations		2.60			(5.03	)		(2.80	)		2.28			1.65

Distributions to shareholders from:
Net realized capital gain		—			—			(0.62	)		(0.33	)		(2.43	)

Total distributions		—			—			(0.62	)		(0.33	)		(2.43	)

Net asset value, end of period	$	11.99		$	9.39		$	14.42		$	17.84		$	15.89

Total Return⁽²⁾		27.69	%		(34.88	)%		(15.92	)%		14.51	%		10.32	%

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	6,796		$	6,967		$	17,118		$	135,680		$	70,866
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		2.09	%		1.96	%		1.64	%		1.64	%		1.69	%
After expense reimbursement and waived fees		2.09	%		1.94	%		1.58	%		1.64	%		1.65	%
Ratio of net investment income (loss) to average net assets		(0.41	)%		0.11	%		(0.36	)%		(0.56	)%		(0.60	)%
Portfolio turnover rate		50.53	%		184.80	%		221.17	%		74.49	%		82.01	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

72 | 2010 ANNUAL REPORT


	Class C
	Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,			June 30,
	2010			2009			2008			2007			2006

Net asset value, beginning of period	$	8.61		$	13.32		$	16.65		$	14.96		$	15.94

Income from investment operations
Net investment loss⁽¹⁾		(0.12	)		(0.06	)		(0.19	)		(0.20	)		(0.21	)
Net realized and unrealized gain (loss) on investments		2.43			(4.65	)		(2.52	)		2.22			1.66

Total from investment operations		2.31			(4.71	)		(2.71	)		2.02			1.45

Distributions to shareholders from:
Net realized capital gain		—			—			(0.62	)		(0.33	)		(2.43	)

Total distributions		—			—			(0.62	)		(0.33	)		(2.43	)

Net asset value, end of period	$	10.92		$	8.61		$	13.32		$	16.65		$	14.96

Total Return⁽²⁾		26.83	%		(35.36	)%		(16.53	)%		13.67	%		9.47	%

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	2,427		$	2,629		$	5,801		$	14,975		$	16,458
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		2.83	%		2.71	%		2.57	%		2.39	%		2.44	%
After expense reimbursement and waived fees		2.83	%		2.69	%		2.52	%		2.39	%		2.40	%
Ratio of net investment loss to average net assets		(1.16	)%		(0.62	)%		(1.27	)%		(1.31	)%		(1.35	)%
Portfolio turnover rate		50.53	%		184.80	%		221.17	%		74.49	%		82.01	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

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

2010 ANNUAL REPORT | 73

Financial Highlights

Quaker Mid-Cap Value Fund
(For a Share Outstanding Throughout the Period)


	Institutional Class
	Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,			June 30,
	2010			2009			2008			2007			2006

Net asset value, beginning of period	$	9.70		$	14.87		$	18.33		$	16.27		$	16.98

Income from investment operations
Net investment income (loss)⁽¹⁾		(0.02	)		0.04			(0.05	)		(0.05	)		(0.06	)
Net realized and unrealized gain (loss) on investments		2.75			(5.21	)		(2.79	)		2.44			1.78

Total from investment operations		2.73			(5.17	)		(2.84	)		2.39			1.72

Distributions to shareholders from:
Net realized capital gain		—			—			(0.62	)		(0.33	)		(2.43	)

Total distributions		—			—			(0.62	)		(0.33	)		(2.43	)

Net asset value, end of period	$	12.43		$	9.70		$	14.87		$	18.33		$	16.27

Total Return⁽²⁾		28.14	%		(34.77	)%		(15.70	)%		14.85	%		10.56	%

Ratios/supplemental data
Net assets, end of period (000’s omitted)	$	245		$	227		$	511		$	1,902		$	1,503
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		1.84	%		1.70	%		1.63	%		1.39	%		1.44	%
After expense reimbursement and waived fees		1.84	%		1.68	%		1.58	%		1.39	%		1.40	%
Ratio of net investment income (loss) to average net assets		(0.19	)%		0.36	%		(0.30	)%		(0.31	)%		(0.35	)%
Portfolio turnover rate		50.53	%		184.80	%		221.17	%		74.49	%		82.01	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

74 | 2010 ANNUAL REPORT

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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,
	2010			2009			2008			2007			2006

Net asset value, beginning of period	$	9.90		$	13.88		$	20.71		$	19.51		$	19.39

Income from investment operations
Net investment loss⁽¹⁾		(0.07	)		(0.01	)		(0.07	)		(0.05	)		(0.17	)
Net realized and unrealized gain (loss) on investments		1.71			(3.96	)		(3.51	)		3.39			3.23

Total from investment operations		1.64			(3.97	)		(3.58	)		3.34			3.06

Distributions to shareholders from:
Net realized capital gain		—			(0.01	)		(3.25	)		(2.14	)		(2.94	)

Total distributions		—			(0.01	)		(3.25	)		(2.14	)		(2.94	)

Net asset value, end of period	$	11.54		$	9.90		$	13.88		$	20.71		$	19.51

Total Return⁽²⁾		16.57	%		(28.61	)%		(17.86	)%		18.22	%		16.76	%

Ratios/supplemental data
Net asssets, end of period (000’s omitted)	$	19,398		$	20,210		$	27,722		$	46,385		$	36,735
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		1.89	%		1.83	%		1.78	%		1.82	%		1.83	%
After expense reimbursement and waived fees		1.83	%		1.74	%		1.70	%		1.73	%		1.75	%
Ratio of net investment loss to average net assets		(0.60	)%		(0.09	)%		(0.44	)%		(0.27	)%		(0.83	)%
Portfolio turnover rate		112.61	%		122.83	%		129.58	%		144.26	%		129.64	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

76 | 2010 ANNUAL REPORT


	Class C
	Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,			June 30,
	2010			2009			2008			2007			2006

Net asset value, beginning of period	$	8.62		$	12.18		$	18.77		$	17.99		$	18.21

Income from investment operations
Net investment loss⁽¹⁾		(0.14	)		(0.08	)		(0.18	)		(0.18	)		(0.29	)
Net realized and unrealized gain (loss) on investments		1.50			(3.47	)		(3.16	)		3.10			3.01

Total from investment operations		1.36			(3.55	)		(3.34	)		2.92			2.72

Distributions to shareholders from:
Net realized capital gain		—			(0.01	)		(3.25	)		(2.14	)		(2.94	)

Total distributions		—			(0.01	)		(3.25	)		(2.14	)		(2.94	)

Net asset value, end of period	$	9.98		$	8.62		$	12.18		$	18.77		$	17.99

Total Return⁽²⁾		15.78	%		(29.16	)%		(18.49	)%		17.38	%		15.91	%

Ratios/supplemental data
Net asssets, end of period (000’s omitted)	$	2,085		$	2,688		$	4,711		$	13,436		$	9,884
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		2.63	%		2.58	%		2.52	%		2.57	%		2.58	%
After expense reimbursement and waived fees		2.57	%		2.49	%		2.44	%		2.48	%		2.50	%
Ratio of net investment loss to average net assets		(1.36	)%		(0.86	)%		(1.17	)%		(1.02	)%		(1.58	)%
Portfolio turnover rate		112.61	%		122.83	%		129.58	%		144.26	%		129.64	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

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

2010 ANNUAL REPORT | 77

Financial Highlights

Quaker Small-Cap Value Fund
(For a Share Outstanding Throughout the Period)


	Institutional Class
	Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,			June 30,
	2010			2009			2008			2007			2006

Net asset value, beginning of period	$	10.24		$	14.32		$	21.19		$	19.88		$	19.65

Income from investment operations
Net investment income (loss)⁽¹⁾		(0.04	)		0.02			(0.03	)		—			(0.12	)
Net realized and unrealized gain (loss) on investments		1.77			(4.09	)		(3.59	)		3.45			3.29

Total from investment operations		1.73			(4.07	)		(3.62	)		3.45			3.17

Distributions to shareholders from:
Net investment income		(0.01	)		—			—			—			—
Net realized capital gain		—			(0.01	)		(3.25	)		(2.14	)		(2.94	)

Total distributions		(0.01	)		(0.01	)		(3.25	)		(2.14	)		(2.94	)

Net asset value, end of period	$	11.96		$	10.24		$	14.32		$	21.19		$	19.88

Total Return⁽²⁾		16.90	%		(28.43	)%		(17.62	)%		18.44	%		17.12	%

Ratios/supplemental data
Net asssets, end of period (000’s omitted)	$	61,004		$	60,675		$	23,528		$	30,520		$	28,727
Ratio of expenses to average net assets:
Before expense reimbursements and waived fees		1.64	%		1.59	%		1.54	%		1.57	%		1.58	%
After expense reimbursement and waived fees		1.58	%		1.50	%		1.46	%		1.48	%		1.50	%
Ratio of net investment income (loss) to average net assets		(0.35	)%		0.19	%		(0.20	)%		(0.02	)%		(0.58	)%
Portfolio turnover rate		112.61	%		122.83	%		129.58	%		144.26	%		129.64	%


(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, assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge.

78 | 2010 ANNUAL REPORT

Notes to the Financial Statements

Note 1 — Organization

The Quaker Investment Trust (the “Trust”) was organized as a Massachusetts business trust on October 24, 1990, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust’s Amended and Restated Declaration of Trust permits the Trust to issue an unlimited number of shares of beneficial interest. The Trust currently has eight series: Quaker Event Arbitrage Fund (“Event Arbitrage”), Quaker Global Tactical Allocation Fund (“Global Tactical Allocation”), Quaker Long-Short Tactical Allocation Fund (“Long-Short Tactical Allocation’’), Quaker Small-Cap Growth Tactical Allocation Fund (“Small-Cap Growth Tactical Allocation”), Quaker Strategic Growth Fund (“Strategic Growth”), Quaker Capital Opportunities Fund (“Capital Opportunities”), Quaker Mid-Cap Value Fund (“Mid-Cap Value”), and Quaker Small-Cap Value Fund (“Small-Cap Value”) (each a “Fund” and collectively, the “Funds”). Except for the Quaker Capital Opportunities Fund, the Quaker Long-Short Tactical Allocation Fund and the Quaker Event Arbitrage Fund, each Fund is a “diversified company” as defined in the Investment Company Act of 1940. The investment objectives of each Fund are set forth below.

Strategic Growth and Small-Cap Value commenced operations on November 25, 1996. Mid-Cap Value commenced operations on December 31, 1997. Capital Opportunities commenced operations on January 31, 2002. The investment objective of these Funds is to seek long-term growth of capital.

Global Tactical Allocation commenced operations on May 1, 2008. Small-Cap Growth Tactical Allocation commenced operations on September 30, 2008. Long-Short Tactical Allocation commenced operations on June 15, 2009 in conjunction with the reorganization of the Top Flight Long-Short Fund (“Top Flight Fund”). The predecessor Top Flight Fund commenced investment operations on December 31, 2002. Event Arbitrage commenced operations on June 7, 2010 in conjunction with the reorganization of the Pennsylvania Avenue Event-Driven Fund (“Event-Driven Fund”). The predecessor Event-Driven Fund commenced operations on September 19, 2002. The investment objective of these Funds is to seek long-term growth of capital. Unlike other Funds in the Trust, this investment objective is non-fundamental in that this objective may be changed by the Board of Trustees (“Board” or “Trustees”) without shareholder approval.

The Funds currently offer three classes of shares (Class A, Class C and Institutional Class Shares). Formerly, Class B Shares were also offered by the Funds. Class B Shares are no longer available for purchase, and all outstanding Class B Shares have been converted to Class A Shares. Class A Shares are charged a front-end sales charge and a distribution and servicing fee; Class C Shares bear an additional distribution and servicing fee; and Institutional Class Shares bear no front-end sales charge or contingent deferred sales charge (“CDSC”), but have higher minimum investment limitations.

Class C Shares purchased on or after July 1, 2008 are not subject to a CDSC. Quaker Funds, Inc., the investment adviser to each of the Funds, has the ability to waive the minimum investment for Institutional Class shares at its discretion.

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 their financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

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.

Debt and other fixed-income securities (other than short-term obligations) are valued at the last quoted bid price and/or by using a combination of daily quotes and matrix evaluations provided by an independent pricing service (which reflect such factors as security prices, yields, maturities, ratings, and dealer and exchange quotations), the use of which has been approved by the Board of Trustees.

The Funds have adopted fair valuation procedures to value securities at fair market value in certain circumstances and have 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 cannot 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.

2010 ANNUAL REPORT | 79

Notes to the Financial Statements

Note 2 — Summary of Significant Accounting Policies and Other Information (Continued)

Short-term investments are valued at amortized cost, which approximates fair market value.

B. Federal Income Taxes. It is the Funds’ policy to comply with the requirements of Subchapter M of the Internal Revenue Code and to distribute substantially all of their taxable income to shareholders. Therefore, no federal income tax provision is required.

In accordance with Financial Accounting Standards Board (“FASB”) Interpretation ASC 740, (“ASC 740”), each Fund recognizes a tax benefit from an uncertain position only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices and precedents. If this threshold is met, a Fund measures the tax benefit as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Management has reviewed the tax positions for each of the four open tax years as of June 30, 2010 and has determined that the implementation of ASC 740 does not have a material impact on the Funds’ financial statements. Each Fund’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.

Net investment income or loss and net realized gains or losses may differ for financial statement and income tax purposes primarily due to investments that 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.

The Funds may make short sales of investments, which are transactions in which a 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.

If a security pays a dividend while the Fund holds it short, the Fund will need to pay the dividend to the original owner of the security. Since the Fund borrowed the shares and sold them to a third party, the third party will receive the dividend from the security and the Fund will pay the original owner the dividend directly. The Fund is not entitled to the dividend because it does not own the shares. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized upon the termination of a short sale.

D. Option Writing. The Funds may write covered options for hedging purposes or to close out a position. When a 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. Each 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 Transactions. 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 Funds’ books and the U.S. dollar equivalent of the amounts

80 | 2010 ANNUAL REPORT

Note 2 — Summary of Significant Accounting Policies and Other Information (Continued)

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. Portfolio Investment Risks. Investments in securities of foreign issuers carry certain risks not ordinarily associated with investments in securities of U.S. issuers. These risks include future disruptive political and economic developments and the possible imposition of exchange controls or other unfavorable foreign government laws and restrictions. In addition, investments in certain countries may carry risks of expropriation of assets, confiscatory taxation, political or social instability, or diplomatic developments that adversely affect investments in those countries. Certain countries also may impose substantial restrictions on investments in their capital markets by foreign entities, including restrictions on investments in issuers in industries deemed sensitive to relevant national interests. These factors may limit the investment opportunities available and result in a lack of liquidity and high price volatility with respect to securities of issuers from developing countries.

G. 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 respect 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.

H. Expense Allocations. Fund expenses that are not series (Fund) specific are allocated to each series based upon its relative proportion of net assets to the Funds’ total net assets.

I. Distributions to Shareholders. Each Fund generally declares dividends at least annually, usually payable in December, on a date selected by the Trust’s Board. 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.

J. Use of Estimates. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of 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, and those differences could be significant.

K. Security Loans. The Funds receive compensation in the form of fees, or retain a portion of interest on the investment of any cash received as collateral. The Funds also continue to receive interest or dividends on the securities loaned. The loans are secured by collateral at least equal, at all times, to the fair value of the securities loaned plus accrued interest. Gain or loss in the fair value of the securities loaned that may occur during the term of the loan will be for the account of the Funds. The Funds have the right under the lending agreement to recover the securities from the borrower on demand.

L. Derivative Instruments. Effective June 30, 2009, the Funds have adopted amendments to authoritative guidance on disclosures about derivative instruments and hedging activities which require that the Funds disclose: a) how and why an entity uses derivative instruments; and b) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. The adoption of the additional disclosure requirements did not materially impact the Funds’ financial statements.

The fair value of derivative instruments and whose primary underlying risk exposure is equity price risk at June 30, 2010 was as follows:

Event Arbitrage


	Fair Value
Derivative	Asset Derivatives⁽¹⁾		Liability Derivatives⁽²⁾

Written Options		—		8,400

Purchased Options		20,600		—


Global Tactical Allocation

	Fair Value
Derivative	Asset Derivatives⁽¹⁾		Liability Derivatives⁽²⁾

Written Options		—		544




Strategic Growth

	Fair Value
Derivative	Asset Derivatives⁽¹⁾		Liability Derivatives⁽²⁾

Written Options		—		8,960




Capital Opportunities
	Fair Value
Derivative	Asset Derivatives⁽¹⁾		Liability Derivatives⁽²⁾

Written Options		—		—


(1)		Statement of Assets and Liabilities location: Investments, at value.

(2)		Statement of Assets and Liabilities location: Call options written, at value.

2010 ANNUAL REPORT | 81

Notes to the Financial Statements

Note 2 — Summary of Significant Accounting Policies and Other Information (Continued)

The effect of derivative instruments on the Statement of Operations and whose primary underlying risk exposure is equity price risk for the period ended June 30, 2010 was as follows:

Event Arbitrage


	Fair Value
				Change in Unrealized
				Appreciation
	Realized Gain (Loss)			(Depreciation)
	on Derivatives			on Derivatives
	Recognized in			Recognized in
Derivative	Income⁽³⁾			Income⁽⁴⁾

Written Options		—			(57,780	)

Purchased Options		(3,536	)		(6,860	)

Global Tactical Allocation


	Fair Value
			Change in Unrealized
			Appreciation
	Realized Gain (Loss)		(Depreciation)
	on Derivatives		on Derivatives
	Recognized in		Recognized in
Derivative	Income⁽³⁾		Income⁽⁴⁾

Written Options		59,727		300

Strategic Growth


	Fair Value
			Change in Unrealized
			Appreciation
	Realized Gain (Loss)		(Depreciation)
	on Derivatives		on Derivatives
	Recognized in		Recognized in
Derivative	Income⁽³⁾		Income⁽⁴⁾

Written Options		1,380,879		(69,971	)

Capital Opportunities


	Fair Value
				Change in Unrealized
				Appreciation
	Realized Gain (Loss)			(Depreciation)
	on Derivatives			on Derivatives
	Recognized in			Recognized in
Derivative	Income⁽³⁾			Income⁽⁴⁾

Written Options		(491,406	)		133,090


(3)		Statement of Operations location: Net realized gain (loss) from written options and Net realized gain (loss) from investments.

(4)		Statement of Operations location: Net unrealized appreciation (depreciation) on written options and Net unrealized appreciation (depreciation) on investments.

M. Fair Value of Financial Instruments. Various inputs may be used to determine the value of the Fund’s investments. These inputs are summarized in three broad levels for financial statement purposes. The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

Level 1 — Quoted prices in active markets for identical securities.

Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3 — Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

Equity and option securities for which market quotations are readily available, are valued at the last reported sale price and are categorized as Level 1. Investments in open-end mutual funds are valued at their closing net asset value each business day and are categorized as Level 1. Short-term securities with remaining maturities of sixty days or less are valued at amortized cost, which approximates fair market value and are categorized as Level 1.

The value of a foreign security is generally determined as of the close of trading on the foreign stock exchange on which the security is primarily traded, or as of the close of trading on the New York Stock Exchange (“NYSE”), if earlier. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at the close of the NYSE (generally 4:00 p.m. Eastern time) on the day that the value of the foreign security is determined. If no sale is reported at that time, the foreign security will be valued within the range of the most recent quoted bid and ask prices. If market quotations are not readily available for a foreign security or an event has occurred that caused a quotation to be unavailable or unreliable, the Valuation Committee will fair value foreign securities using the procedures described below.

The Funds have adopted fair valuation procedures to value securities at fair market value when independent prices are unavailable or unreliable, and the Trust has established a Valuation Committee that is responsible for determining when fair valuing a security is necessary and appropriate. Securities and assets for which market quotations are not readily available may be valued based upon valuation methods that include: (i) multiple of earnings; (ii) yield to maturity with respect to debt issues; (iii) discounts from market prices of similar freely traded securities; or (iv) a combination of these methods. Securities may also be priced using fair value pricing methods when their closing prices do not reflect their market values at the time the Fund calculates its NAV because an event had occurred since the closing prices were established on the domestic or foreign exchange or market but before the Fund’s NAV calculation.

82 | 2010 ANNUAL REPORT

Note 2 — Summary of Significant Accounting Policies and Other Information (Continued)

The following is a summary of the fair valuations according to the inputs used as of June 30, 2010 in valuing the Fund’s assets and liabilities:


		Quoted Prices
		in Active Markets			Significant Other		Significant		Fair
		for Identical Investments			Observable Inputs		Unobservable Inputs		Value at
Category	Event Arbitrage	(Level 1)			(Level 2)		(Level 3)		6/30/2010

Canada		$	69,375		$	0	$	0	$	69,375
Switzerland			137,076			0		0		137,076
United Kingdom			53,600			0		0		53,600
United States			2,906,144			238,383		25,783		3,170,310
Short-Term Investment			842,441			0		0		842,441

		$	4,008,636		$	238,383	$	25,783	$	4,272,802

Securities Sold Short			(879,006	)		0		0		(879,006	)
Call Options — Written			(8,400	)		0		0		(8,400	)

Total		$	3,121,230		$	238,383	$	25,783	$	3,385,396


		Quoted Prices
		in Active Markets			Significant Other		Significant		Fair
		for Identical Investments			Observable Inputs		Unobservable Inputs		Value at
Category	Global Tactical Allocation	(Level 1)			(Level 2)		(Level 3)		6/30/2010

Belgium		$	465,697		$	0	$	0	$	465,697
Canada			2,936,873			0		0		2,936,873
France			381,617			0		0		381,617
India			364,544			0		0		364,544
Israel			485,067			0		0		485,067
Luxembourg			449,930			0		0		449,930
Netherlands Antilles			182,622			0		0		182,622
Switzerland			244,530			0		0		244,530
United Kingdom			596,264			0		0		596,264
United States			13,760,227			0		0		13,760,227
Short-Term Investments			3,275,416			0		0		3,275,416

		$	23,142,787		$	0	$	0	$	23,142,787

Securities Sold Short			(1,181,848	)		0		0		(1,181,848	)
Call Options — Written			(544	)		0		0		(544	)

Total		$	21,960,395		$	0	$	0	$	21,960,395

2010 ANNUAL REPORT | 83

Notes to the Financial Statements

Note 2 — Summary of Significant Accounting Policies and Other Information (Continued)


		Quoted Prices
		in Active Markets			Significant Other		Significant		Fair
		for Identical Investments			Observable Inputs		Unobservable Inputs		Value at
Category	Long-Short Tactical Allocation	(Level 1)			(Level 2)		(Level 3)		6/30/2010

Canada		$	585,422		$	0	$	0	$	585,422
Netherlands			212,211			0		0		212,211
United States			4,248,862			0		0		4,248,862
Short-Term Investment			1,652,795			0		0		1,652,795

		$	6,699,290		$	0	$	0	$	6,699,290

Securities Sold Short		$	(2,747,813	)		0		0	$	(2,747,813	)

Total		$	3,951,477		$	0	$	0	$	3,951,477


		Quoted Prices
		in Active Markets			Significant Other		Significant		Fair
		for Identical Investments			Observable Inputs		Unobservable Inputs		Value at
Category	Small-Cap Growth Tactical Allocation	(Level 1)			(Level 2)		(Level 3)		6/30/2010

Japan		$	206,468		$	0	$	0	$	206,468
United States			8,931,064			0		0		8,931,064
Short-Term Investment			14,088,215			0		0		14,088,215

		$	23,225,747		$	0	$	0	$	23,225,747


		Quoted Prices
		in Active Markets			Significant Other		Significant		Fair
		for Identical Investments			Observable Inputs		Unobservable Inputs		Value at
Category	Strategic Growth	(Level 1)			(Level 2)		(Level 3)		6/30/2010

Basic Materials		$	22,209,843		$	0	$	0	$	22,209,843
Communications			21,626,761			0		0		21,626,761
Consumer, Cyclical			12,094,751			0		0		12,094,751
Consumer, Non-cyclical			33,077,602			0		0		33,077,602
Energy			50,655,224			0		0		50,655,224
Financial			47,272,383			0		0		47,272,383
Healthcare			56,446,621			0		0		56,446,621
Industrial			14,312,523			0		0		14,312,523
Technology			26,036,086			0		0		26,036,086
Utilities			6,614,660			0		0		6,614,660
Exchange-Traded Funds			14,201,008			0		0		14,201,008
Short-Term Investments			109,124,409			0		0		109,124,409

		$	413,671,871		$	0	$	0	$	413,671,871

Call Options — Written		$	(8,960	)		0		0	$	(8,960	)

Total		$	413,662,911		$	0	$	0	$	413,662,911

84 | 2010 ANNUAL REPORT

Note 2 — Summary of Significant Accounting Policies and Other Information (Continued)


		Quoted Prices
		in Active Markets		Significant Other		Significant		Fair
		for Identical Investments		Observable Inputs		Unobservable Inputs		Value at
Category	Capital Opportunites	(Level 1)		(Level 2)		(Level 3)		6/30/2010

Basic Materials		$	1,564,048	$	0	$	0	$	1,564,048
Communications			2,039,499		0		0		2,039,499
Consumer, Cyclical			567,226		0		0		567,226
Consumer, Non-cyclical			1,738,104		0		0		1,738,104
Energy			1,650,156		0		0		1,650,156
Financial			1,278,457		0		0		1,278,457
Healthcare			3,070,291		0		0		3,070,291
Industrial			1,273,196		0		0		1,273,196
Technology			4,377,515		0		0		4,377,515
Exchange-Traded Fund			483,483		0		0		483,483
Short-Term Investment			393,124		0		0		393,124

Total		$	18,435,099	$	0	$	0	$	18,435,099


		Quoted Prices
		in Active Markets		Significant Other		Significant		Fair
		for Identical Investments		Observable Inputs		Unobservable Inputs		Value at
Category	Mid-Cap Value	(Level 1)		(Level 2)		(Level 3)		6/30/2010

Basic Materials		$	607,363	$	0	$	0	$	607,363
Consumer, Cyclical			807,052		0		0		807,052
Consumer, Non-cyclical			802,142		0		0		802,142
Energy			721,638		0		0		721,638
Financial			2,108,015		0		0		2,108,015
Healthcare			954,577		0		0		954,577
Industrial			1,004,063		0		0		1,004,063
Technology			524,331		0		0		524,331
Utilities			1,120,462		0		0		1,120,462
Real Estate Investment Trusts			444,309		0		0		444,309
Short-Term Investments			308,500		0		0		308,500

Total		$	9,402,452	$	0	$	0	$	9,402,452

2010 ANNUAL REPORT | 85

Notes to the Financial Statements

Note 2 — Summary of Significant Accounting Policies and Other Information (Continued)


		Quoted Prices
		in Active Markets		Significant Other		Significant		Fair
		for Identical Investments		Observable Inputs		Unobservable Inputs		Value at
Category	Small-Cap Value	(Level 1)		(Level 2)		(Level 3)		6/30/2010

Basic Materials		$	4,605,146	$	0	$	0	$	4,605,146
Communications			5,212,048		0		0		5,212,048
Consumer, Cyclical			15,520,109		0		0		15,520,109
Consumer, Non-cyclical			6,883,718		0		0		6,883,718
Diversified			419,733		0		0		419,733
Energy			3,930,293		0		0		3,930,293
Financial			13,566,255		0		0		13,566,255
Healthcare			10,739,132		0		0		10,739,132
Industrial			9,717,691		0		0		9,717,691
Technology			5,854,158		0		0		5,854,158
Utilities			3,355,772		0		0		3,355,772
Real Estate Investment Trusts			2,108,354		0		0		2,108,354
Short-Term Investments			6,508,809		0		0		6,508,809

Total		$	88,421,218	$	0	$	0	$	88,421,218

The following is a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining fair value during the period January 1, 2010, through June 30, 2010:

Beginning

Net

Net unrealized

Transfers

Ending

Value at

Purchases

Realized

appreciation

in and/or

Value at

Category

Event Arbitrage Fund

1/1/2010

(Sales)

Gain (Loss)

(depreciation)

out of Level 3

6/30/2010

United States

33,777

(4,000

)

19,551

(23,617

)

25,783

86 | 2010 ANNUAL REPORT

Note 3 — Investment Advisory Fee and Other Related Party Transactions

Quaker Funds, Inc. (“QFI”) serves as investment adviser to each Fund. Pursuant to separate investment subadvisory agreements, QFI has selected the following investment advisory firms to serve as sub-advisers:


Fund		Sub-adviser

Event Arbitrage		N/A
Global Tactical Allocation		DG Capital Management, Inc.
Long-Short Tactical Allocation		Rock Canyon Advisory Group, Inc.
Small-Cap Growth Tactical Allocation		Century Management, Inc.
Strategic Growth		DG Capital Management, Inc.
Capital Opportunities		Knott Capital Management
Mid-Cap Value		Kennedy Capital Management, Inc.
Small-Cap Value		Aronson + Johnson + Ortiz, LP

The sub-advisers provide each Fund with a continuous program of supervision of the Fund’s assets, including the composition of its portfolio, and furnish advice and recommendations with respect to investments, investment policies and the purchase and sale of securities.

Each Fund paid QFI aggregate fees shown in the table below for the fiscal year ending June 30, 2010. Amounts are expressed as an annualized percentage of average net assets.


							Advisory &
	Aggregate			Subadvisory			subadvisory
	advisory fee			fee paid by QFI			fees waived &
Fund	paid to QFI			to the sub-adviser			reimbursed

Event Arbitrage		1.30	%		N/A			N/A

Global Tactical Allocation		1.25	%		0.75	%		N/A

Long-Short Tactical Allocation		1.70	%		1.20	%		N/A

Small-Cap Growth Tactical Allocation		1.00	%		0.50	%		N/A

Strategic Growth		1.30	%		0.75	%		N/A

Capital Opportunities		0.925	%		0.625	%		N/A

Mid-Cap Value		1.05	%		0.75	%		N/A

Small-Cap Value		1.00	%		0.70	%		N/A

For the fiscal year ending June 30, 2010, QFI and the sub-advisers earned and reimbursed fees as follows:


					Advisory &
	Aggregate		Subadvisory		subadvisory
	advisory fee		fee paid by QFI		fees waived &
Fund	paid to QFI		to the sub-adviser		reimbursed

Event Arbitrage	$	21,200	$	—	$	16,059

Global Tactical Allocation		361,338		216,803		—

Long-Short Tactical Allocation		153,864		108,610		—

Small-Cap Growth Tactical Allocation		150,125		75,063		—

Strategic Growth		6,925,988		3,995,762		—

Capital Opportunities		150,239		101,513		—

Mid-Cap Value		111,990		79,994		—

Small-Cap Value		1,028,282		695,843		56,712

From May 3, 2005 to March 8, 2010, the sub-adviser to the Small-Cap Value Fund voluntarily agreed to charge the Fund a subadvisory fee rate of 0.85% on the first $25 million in 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. Effective March 8, 2010, under the current advisory fee structure, the Small-Cap Value Fund pays the Adviser total advisory and subadvisory fees of 1.00% (0.30% to the Adviser and 0.70% to the sub-adviser) annualized, of the Fund’s average daily net assets.

Additionally, QFI voluntarily agreed to waive its management fee to the extent that the total operating expenses of the Small-Cap Value 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 2.60% for Class A shares, 3.35% for Class C shares, and 2.35% for Institutional Class shares 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.

US Bancorp Fund Services, LLC, serves as the Funds’ transfer, dividend paying, and shareholder servicing agent (“Transfer Agent”). 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 functions. As compensation for its services, the Transfer Agent receives a fee at the annual rate ranging between $8 and $11 dollars per shareholder account.

2010 ANNUAL REPORT | 87

Notes to the Financial Statements

Note 3 — Investment Advisory Fee and Other Related Party Transactions (Continued)

Brown Brothers Harriman & Co. serves as fund accountant and administrator (the “Administrator”) for the Trust pursuant to a written agreement with the Trust. The Administrator provides fund accounting services and administrative services to each Fund. As compensation for its services, the Administrator receives a fee at the annual rate of 0.025% for accounting and 0.030% for administration of the aggregate of the Trust’s first $2 billion of average daily net assets and 0.020% for accounting and 0.025% for administration for over $2 billion of average daily net assets.

The Trust will incur an annual account minimum if, on an annual basis, the asset charges do not exceed the account minimum charges.

Quasar Distributors, LLC (the “Distributor”) serves as principal underwriter for the Trust. The Trust has adopted distribution and shareholder servicing plans pursuant to Rule 12b-1 of the 1940 Act for each class for each Fund with the exception of Institutional Class. 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 Class A average net assets on a monthly basis to persons or institutions for performing certain servicing functions for the Class A shareholders. The Class A Plan also allows the Fund to pay or reimburse expenditures in connection with sales and promotional services related to distribution of the Fund’s shares, including personal services provided to prospective and existing shareholders. The Class C Plan provides 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 average net assets of each class on a monthly basis.

For the fiscal year ending June 30, 2010, the Distributor received $49,511 in underwriter concessions from the sale of Funds shares.

Except for the Trust’s Chief Compliance Officer (“CCO”), employees and officers of QFI do not receive any compensation from the Trust. The CCO of the Trust also serves as general counsel to QFI. For the fiscal year ending June 30, 2010, the Trust compensated the CCO $201,238.

Note 4 — Purchases and Sales of Investments

For the fiscal year ending June 30, 2010, aggregate purchases and sales of investment securities (excluding short-term investments) for each Fund were as follows:


Fund	Purchases		Sales

Event Arbitrage	$	5,086,012	$	3,911,270

Global Tactical Allocation		304,075,005		308,523,022

Long-Short Tactical Allocation		71,351,185		68,199,148

Small-Cap Growth Tactical Allocation		94,495,913		91,379,213

Strategic Growth		1,276,305,517		1,521,924,013

Capital Opportunities		28,371,535		21,551,223

Mid-Cap Value		5,208,058		8,511,717

Small-Cap Value		100,597,891		115,011,349

88 | 2010 ANNUAL REPORT

Note 5 — Options Written

A summary of option contracts written by the Trust during the fiscal year ended June 30, 2010 is as follows:


	Event Arbitrage
	Number of			Option
	Contracts			Premiums

Options outstanding at beginning of period		—		$	—
Options written		70			9,830
Options closed		—			—
Options exercised		—			—
Options expired		—			—

Options outstanding at end of period		70		$	9,830


	Global Tactical Allocation
	Number of			Option
	Contracts			Premiums

Options outstanding at beginning of period		59		$	4,877
Options written		960			104,299
Options closed		(875	)		(88,931	)
Options exercised		(128	)		(18,168	)
Options expired		—			—

Options outstanding at end of period		16		$	2,077


	Strategic Growth
	Number of			Option
	Contracts			Premiums

Options outstanding at beginning of period		1,774		$	249,918
Options written		19,985			2,176,062
Options closed		(18,198	)		(1,871,177	)
Options exercised		(3,301	)		(521,344	)
Options expired		—			—

Options outstanding at end of period		260		$	33,459


	Capital Opportunities
	Number of			Option
	Contracts			Premiums

Options outstanding at beginning of period		2,345		$	949,575
Options written		170			71,209
Options closed		(2,515	)		(1,020,784	)
Options exercised		—			—
Options expired		—			—

Options outstanding at end of period		—		$	—

Note 6 — Options Purchased

A summary of option contracts purchased by the Trust during the fiscal year ended June 30, 2010 is as follows:


	Event Arbitrage
	Number of			Option
	Contracts			Premiums

Options outstanding at beginning of period		5,000		$	7,800
Options purchased		291			30,996
Options closed		(5,000	)		(7,800	)
Options exercised		—			—
Options expired		(221	)		(3,536	)

Options outstanding at end of period		70			27,460

2010 ANNUAL REPORT | 89

Notes to the Financial Statements

Note 7 — 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, 2010 for each Fund were as follows:


								Net
			Gross		Gross			Appreciation
Fund	Cost		Appreciation		Depreciation			(Depreciation)

Event Arbitrage	$	4,982,349	$	111,679	$	(821,226	)	$	(709,547	)

Global Tactical Allocation		24,132,833		363,018		(1,353,064	)		(990,046	)

Long-Short Tactical Allocation		6,882,568		19,225		(202,503	)		(183,278	)

Small-Cap Growth Tactical Allocation		23,869,757		140,830		(784,840	)		(644,010	)

Strategic Growth		423,762,619		8,608,087		(18,698,835	)		(10,090,748	)

Capital Opportunities		19,971,210		511,026		(2,047,137	)		(1,536,111	)

Mid-Cap Value		8,525,395		1,304,181		(427,124	)		877,057

Small-Cap Value		89,073,626		5,937,143		(6,589,551	)		(652,408	)

The difference between book basis and tax basis unrealized appreciation (depreciation) is attributable primarily to the tax deferral of losses on wash sales and straddles from options.

As of June 30, 2010, 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 Gain (Loss)		Carryforward			Capital Loss			Earnings

Event Arbitrage	$	(525,278	)	$	108,867	$	64,146	$	—		$	—		$	(352,265	)

Global Tactical Allocation		(966,724	)		—		—		(16,265,708	)		(810,775	)		(18,043,207	)

Long-Short Tactical Allocation		167,598			—		—		(2,830,589	)		(646,939	)		(3,309,930	)

Small-Cap Growth Tactical Allocation		(644,010	)		644,319		—		—			—			309

Strategic Growth		(10,066,249	)		—		—		(493,770,801	)		(6,607,247	)		(510,444,297	)

Capital Opportunities		(1,536,111	)		—		—		(958,804	)		(48,278	)		(2,543,193	)

Mid-Cap Value		877,057			—		—		(11,611,503	)		—			(10,734,446	)

Small-Cap Value		(652,408	)		—		—		(24,911,609	)		—			(25,564,017	)

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, and certain temporary book/tax differences such as the deferral of realized losses on wash sales, straddles from options and net losses realized after October 31.

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 and currency losses as indicated in the chart below.

As of June 30, 2010, the capital loss carryovers for the Funds were as follows:


	Capital Loss			Capital Loss			Capital Loss
	Carryovers Expiring			Carryovers Expiring			Carryovers Expiring			Post-October Capital Loss
Fund	2018			2017			2016			Deferred		Utilized

Event Arbitrage	$	—		$	—		$	—		$	—	$	—

Global Tactical Allocation		(2,718,683	)		(13,362,259	)		(184,766	)		810,775		6,138,438

Long-Short Tactical Allocation		(1,629,322	)		(1,000,160	)		(201,107	)		646,939		260,021

Small-Cap Growth Tactical Allocation		—			—			—			—		—

Strategic Growth		(164,714,297	)		(329,056,504	)		—			6,607,247		223,826,631

Capital Opportunites		(802,212	)		(156,592	)		—			48,278		1,456,897

Mid-Cap Value		(1,170,572	)		(8,882,628	)		(1,558,303	)		—		2,718,399

Small-Cap Value		(13,066,385	)		(11,845,224	)		—			—		22,487,484

90 | 2010 ANNUAL REPORT

Note 8 — Reclassification of Capital Accounts

In accordance with the accounting pronouncements, each Fund has recorded reclassifications in the capital accounts. These reclassification 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 shareholders. As of June 30, 2010, the Funds recorded the following reclassification to increase (decrease) the accounts listed below:


	Accumulated		Accumulated			Capital Paid in on
	Net Investment		Net Realized			Shares of Beneficial
Fund	Income		Gain (Loss)			Interest

Event Arbitrage	$	—	$	—		$	—

Global Tactical Allocation		412,081		101			(412,182	)

Long-Short Tactical Allocation		370,531		(51,897	)		(318,634	)

Small-Cap Growth Tactical Allocation		289,402		(289,402	)		—

Strategic Growth		4,216,373		—			(4,216,373	)

Capital Opportunities		73,226		—			(73,226	)

Mid-Cap Value		66,068		1,656			(67,724	)

Small-Cap Value		416,436		7,782			(424,218	)

Note 9 — Distributions to Shareholders

Income and long-term capital gain distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. 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 2010 and 2009 were as follows:


	Ordinary Income				Long-Term Capital Gain				Return of Capital
Fund	2010		2009		2010		2009		2010		2009

Event Arbitrage	$	—	$	—	$	—	$	—	$	—	$	—

Global Tactical Allocation		—		—		—		—		—		—

Long-Short Tactical Allocation		—		—		—		—		—		—

Small-Cap Growth Tactical Allocation		1,429,906		—		—		—		—		—

Strategic Growth		—		50,714,910		—		43,046,714		—		—

Capital Opportunities		—		—		—		6,727		—		—

Mid-Cap Value		—		—		—		—		—		—

Small-Cap Value		58,560		65,913		—		—		—		—

Note 10 — Fund Share Transactions

At June 30, 2010, 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:

Event Arbitrage


	For the six-month period January 1, 2010 through June 30, 2010									For the Fiscal Year Ended: December 31, 2009
	Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
Shares		187,698		(93,346	)		—		341,620		116,089		(68,955	)		—		247,268
Value	$	2,301,428	$	(1,164,965	)	$	—			$	1,283,426	$	(709,033	)		—

Class C
Shares		18,412		—			—		18,412		—		—			—
Value	$	229,862	$	—		$	—			$	—	$	—		$	—

2010 ANNUAL REPORT | 91

Notes to the Financial Statements

Note 10 — Fund Share Transactions (Continued)

Event Arbitrage


	For the six-month period January 1, 2010 through June 30, 2010								For the Fiscal Year Ended: December 31, 2009
	Sold		Redeemed		Reinvested		Ending Shares		Sold		Redeemed		Reinvested		Ending Shares

Institutional Class
Shares		59,235		—		—		59,235		—		—		—
Value	$	732,476	$	—	$	—			$	—	$	—	$	—

Global Tactical Allocation


	For the Fiscal Year Ended: June 30, 2010									For the Fiscal Year Ended: June 30, 2009
	Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
Shares		765,851		(1,637,802	)		—		2,178,344		3,297,774		(2,909,069	)		—		3,050,295
Value	$	4,829,247	$	(10,210,300	)	$	—			$	20,613,000	$	(17,117,297	)		—

Class C
Shares		448,563		(953,347	)		—		1,634,729		1,393,423		(630,462	)		—		2,139,513
Value	$	2,772,300	$	(5,829,421	)	$	—			$	7,967,025	$	(3,366,701	)		—

Institutional Class
Shares		96,546		(3,124	)		—		130,582		157,095		(119,935	)		—		37,160
Value	$	750,464	$	(24,662	)	$	—			$	1,431,578	$	(783,636	)		—

Long-Short Tactical Allocation


	For the Fiscal Year Ended: June 30, 2010									For the nine month period October 1, 2008 through June 30, 2009
	Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
Shares		1,025,215		(739,206	)		—		773,694		271,275		(244,711	)				487,685
Value	$	9,592,261	$	(6,535,087	)	$	—			$	2,878,161	$	(2,339,604	)

Class C
Shares		228,530		(48,850	)		—		192,557		12,877		—			—		12,877
Value	$	2,106,749	$	(409,611	)	$	—			$	133,403	$	—		$	—

Institutional Class
Shares		75,557		(52,037	)		—		49,182		25,662		—			—		25,662
Value	$	689,046	$	(433,187	)	$	—			$	270,503	$	—		$	—

Small-Cap Growth Tactical Allocation


	For the Fiscal Year Ended: June 30, 2010									For the period September 30, 2008 - June 30, 2009
	Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
Shares		1,098,362		(172,525	)		64,308		1,359,606		412,440		(42,979	)		—		369,461
Value	$	11,294,247	$	(1,754,833	)	$	605,779			$	3,746,365	$	(377,931	)		—

Class C
Shares		607,228		(227,900	)		67,035		952,433		555,302		(49,232	)		—		506,070
Value	$	6,103,825	$	(2,379,429	)	$	626,103			$	4,908,869	$	(426,929	)		—

Institutional Class
Shares		404,331		(28,274	)		10,137		457,320		71,126		—			—		71,126
Value	$	4,140,048	$	(284,287	)	$	96,102			$	662,012		—			—

92 | 2010 ANNUAL REPORT

Note 10 — Fund Share Transactions (Continued)

Strategic Growth


	For the Fiscal Year Ended: June 30, 2010									For the Fiscal Year Ended: June 30, 2009
	Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
Shares		4,084,342		(16,474,525	)		—		22,996,768		18,633,148		(32,866,782	)		5,643,145		35,375,396
Shares converted from
Class B		11,555									209,280		—			—
Value	$	57,846,045	$	(231,664,514	)	$	—			$	335,917,454	$	(532,793,713	)	$	68,677,071
Value converted from
Class B	$	146,579								$	4,753,973		—			—

Class B
Shares		—		(821	)		—		—		1,290		(9,396	)		4,586		12,376
Shares converted to
Class A		—		(11,555	)		—				—		(209,280	)		—
Value	$		$	(9,734	)	$	—			$	18,193	$	(153,580	)	$	51,687
Value converted to
Class A		—	$	(146,579	)		—				—	$	(4,753,973	)		—

Class C
Shares		440,794		(3,399,208	)		—		5,190,246		2,531,145		(3,659,324	)		1,266,299		8,148,660
Value	$	5,696,871	$	(43,752,269	)	$	—			$	42,374,590	$	(49,317,346	)	$	14,195,213

Institutional Class
Shares		829,298		(2,992,058	)		—		1,484,307		3,749,853		(4,663,412	)		198,920		3,647,067
Value	$	11,933,078	$	(44,353,587	)	$	—			$	62,652,137	$	(93,928,644	)	$	2,479,278


Capital Opportunities

	For the Fiscal Year Ended: June 30, 2010									For the Fiscal Year Ended: June 30, 2009
	Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
Shares		418,459		(477,896	)		—		1,036,859		524,412		(219,427	)		511		1,082,479
Shares converted from
Class B		13,817									18,491		—			—
Value	$	3,449,952	$	(3,913,926	)					$	3,677,926	$	(1,652,689	)	$	3,550
Value converted from
Class B	$	101,528								$	151,692		—			—

Class B
Shares		—		—			—				—		(4,115	)		7		13,817
Shares converted to
Class A				(13,817	)						—		(18,491	)		—
Value	$	—	$	—		$	—			$	—	$	(30,200	)	$	47
Value converted to
Class A			$	(101,528	)					$	—	$	(151,692	)		—

Class C
Shares		83,315		(178,129	)		—		487,510		322,807		(345,483	)		422		582,324
Value	$	628,031	$	(1,398,585	)	$	—			$	2,122,656	$	(2,490,789	)	$	2,781

Institutional Class
Shares		1,072,182		(102,662	)		—		970,780		1,260							1,260
Value	$	9,162,241	$	(820,376	)	$	—			$	9,000	$

2010 ANNUAL REPORT | 93

Notes to the Financial Statements

Note 10 — Fund Share Transactions (Continued)

Mid-Cap Value


	For the Fiscal Year Ended: June 30, 2010									For the Fiscal Year Ended: June 30, 2009
	Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
Shares		42,613		(227,688	)		—		566,574		89,907		(547,536	)				742,304
Shares converted from
Class B		9,345									12,953		—			—
Value	$	514,081	$	(2,678,877	)	$	—			$	892,214	$	(5,577,257	)		—
Value converted from
Class B	$	96,694								$	142,780		—			—

Class B
Shares		—		(3,028	)		—						(9,225	)				12,373
Shares converted to
Class A		—		(9,345	)		—				—		(12,953	)		—
Value	$	—	$	(28,304	)	$	—			$		$	(77,154	)	$
Value converted to
Class A		—	$	(96,694	)		—				—	$	(142,780	)		—

Class C
Shares		6,371		(89,448	)		—		222,315		39,984		(169,922	)				305,392
Value	$	67,369	$	(961,685	)	$	—			$	332,612	$	(1,493,746	)

Institutional Class
Shares		1,935		(5,559	)		—		19,724		2,472		(13,483	)				23,348
Value	$	22,588	$	(55,548	)	$	—			$	22,250	$	(121,160	)


Small-Cap Value

	For the Fiscal Year Ended: June 30, 2010									For the Fiscal Year Ended: June 30, 2009
	Sold		Redeemed			Reinvested		Ending Shares		Sold		Redeemed			Reinvested		Ending Shares

Class A
Shares		592,560		(960,459	)		—		1,680,197		1,298,620		(1,261,850	)		1,822		2,040,754
Shares converted from
Class B		7,342		—			—				5,453		—			—
Value	$	6,939,203	$	(11,342,316	)	$	—			$	14,962,381	$	(13,103,875	)	$	17,441
Value converted from
Class B	$	75,107		—			—			$	64,652		—			—

Class B
Shares		—		(910	)		—						(6,906	)		12		8,252
Shares converted to
Class A		—		(7,342	)		—				—		(5,453	)		—
Value	$	—	$	(8,992	)	$	—			$		$	(64,873	)	$	105
Value converted to
Class A		—	$	(75,107	)		—				—	$	(64,652	)		—

Class C
Shares		13,289		(116,012	)		—		209,037		34,976		(110,269	)		348		311,760
Value	$	131,919	$	(1,163,229	)	$	—			$	308,558	$	(962,452	)	$	2,908

Institutional Class
Shares		771,063		(1,598,858	)		4,839		5,100,369		6,029,167		(1,753,647	)		4,542		5,923,325
Value	$	9,256,794	$	(19,544,045	)	$	58,021			$	75,859,577	$	(17,556,890	)	$	44,870

94 | 2010 ANNUAL REPORT

Note 11 — 5% Shareholders

As of June 30, 2010, to the Trust’s knowledge, persons listed in the table below are deemed to be principal owners of a class of a Fund, as defined in the 1940 Act. As of June 30, 2010, to the Trust’s knowledge, there were no Control Persons of any of the Funds. Control Persons own of record beneficially 25% or more of a Fund’s outstanding securities and are presumed to control a Fund for purposes of voting on matters submitted to a vote of shareholders. Principal holders own of record or beneficially 5% or more of any class of a Fund’s outstanding securities.

Principal Holders


Class	Fund	Name and Address of Beneficial Owner	Percent Ownership

	Event Arbitrage
Class A		TD Ameritrade Inc.		27.37	%
		For The Benefit of Our Clients
		PO Box 2226
		Omaha, NE 68103-2226
Class A		MG Trust Company		8.22	%
		FBO Quaker Funds Inc 401K
		700 17th St Ste 300
		Denver, CO 80202-3531

Class C		Pershing LLC		41.82	%
		PO Box 2052
		Jersey City, NJ
Class C		RBC Capital Markets		30.18	%
		Debra A. Buruchian
		Belmar, NJ 07719-2149
Class C		Stifel Nicolaus & Co., Inc.		8.37	%
		Imagine Advanced Dental Arts
		501 North Broadway
		St. Louis, MO 63102
Class C		RBC Capital Markets Corp.		6.09	%
		FBO Alan Levine Ttee
		Alan Levin Trust Dtd 07/18/2005
		Port St. Lucie, FL 34952-7541
Class C		RBC Capital Markets		5.58	%
		FBO Renee I Fox
		Renee I Fox SEP-IRA
		Seattle, WA 98125-4620

Class I		Jeffry H King Sr Rev. Trust		31.42	%
		Malvern, PA 19355-3352
Class I		Laurie Keyes Rev. Trust		24.76	%
		Malvern, PA 19355-3352
Class I		LPL Financial		15.83	%
		FBO Customer Accounts
		ATTN: Mutual Fund Operations
		PO Box 509046
		San Diego, CA 92150-9046
Class I		RBC Capital Markets Corp.		6.85	%
		FBO Dee Anna Sobczak
		Pledged FBO M&T Bank
		Kingsville, MD 21087-1751

2010 ANNUAL REPORT | 95

Notes to the Financial Statements

Note 11 — 5% Shareholders (Continued)

Principal Holders


Class	Fund	Name and Address of Beneficial Owner	Percent Ownership

	Global Tactical Allocation
Class A		TD Ameritrade, Inc.		15.88	%
		For the Exclusive Benefit of Our Customers
		PO Box 2226
		Omaha, NE 68103-2226
Class A		UBS Financial Services		5.17	%
		FBO Richard Workman
		Windermere, FL 34786-8907

Class I		J.R. Brinton		80.25	%
		Devon, PA 19333-1600
Class I		Edward F. Ryan, Jr.		9.49	%
		DO Employee PSP
		Devon, PA 19333-1655

	Long-Short Tactical Allocation
Class A		TD Ameritrade		28.61	%
		For the Exclusive Benefit of Our Clients
		PO Box 2226
		Omaha, NE 68103-2226

Class I		Janney Montgomery Scott		27.65	%
		Martin L. Bowers IRA
		1801 Market St.
		Philadelphia, PA 19103-1675
Class I		Janney Montgomery Scott		20.42	%
		Millenium Bank
		1801 Market St.
		Philadelphia, PA 19103-1675
Class I		Pershing LLC		12.34	%
		PO Box 2052
		Jersey City, NJ 07303-2052
Class I		Janney Montgomery Scott		9.12	%
		Nancy Dennin
		1801 Market St.
		Philadelphia, PA 19103-1675
Class I		Janney Montgomery Scott		5.99	%
		Gary Henderson IRA
		1801 Market St.
		Philadelphia, PA 19103-1675
Class I		Janney Montgomery Scott		5.48	%
		Karla Kimmey
		1801 Market St.
		Philadelphia, PA 19103-1675

	Small-Cap Growth Tactical
Class A		LPL Financial		17.03	%
		FBO Customer Accounts
		PO Box 509046
		San Diego, CA 92150-9046

96 | 2010 ANNUAL REPORT

Note 11 — 5% Shareholders (Continued)

Principal Holders


Class	Fund	Name and Address of Beneficial Owner	Percent Ownership

	Small-Cap Growth Tactical (Continued)
Class A		TD Ameritrade, Inc.		10.13	%
		For the Exclusive Benefit of our Clients
		PO Box 2226
		Omaha, NE 68103-2226
Class A		Charles Schwab & Co.		5.41	%
		ATTN Mutual Fund Ops
		101 Montgomery St.
		San Francisco, CA 94104-4151

Class C		MLPF&S		11.87	%
		For the Sole Benefit of its Customers
		4800 Deer Lake Dr. E
		Jacksonville, FL 32246-6484

Class I		MLPF&S		20.55	%
		For the Sole Benefit of its Customers
		4800 Deer Lake Dr. E
		Jacksonville, FL 32246-6484
Class I		Jeffry H. King Sr. Rev. Trust		5.23	%
		Jeffry H. King Sr. Tr
		Malvern, PA 19355-3352
Class I		Laurie Keyes Rev. Trust		5.11	%
		Laurie Keyes Tr
		Malvern, PA 19355-3352

	Strategic Growth
Class A		Charles Schwab & Co., Inc.		12.51	%
		Special Custody Acct for the Benefit of Customers
		101 Montgomery St.
		San Francisco CA 94104-4151

Class I		Prudential Investment Management		17.00	%
		FBO Mutual Fund Clients
		100 Mulberry St.
		3 Gateway Ctr. Ste 11
		Newark, NJ 07102-4000
Class I		Brown Brothers Harriman & Co.		7.32	%
		525 Washington Blvd.
		Jersey City, NJ 07310-1606
Class I		US Bank		5.66	%
		Manu Daftary IRA
		Wayland, MA 01778-4550
Class I		Camtru LLC		5.12	%
		1411 Third St. 4th Floor
		Port Huron MI, 48060-5480

	Capital Opportunities
Class A		TD Ameritrade Inc.		17.16	%
		For the Exclusive Benefit of Our Clients
		PO Box 2226
		Omaha, NE 68103-2226

2010 ANNUAL REPORT | 97

Notes to the Financial Statements

Note 11 — 5% Shareholders (Continued)

Principal Holders


Class	Fund	Name and Address of Beneficial Owner	Percent Ownership

	Capital Opportunities (Continued)
Class A		US Bank		10.25	%
		Larry R. Rohrbaugh IRA
		Baltimore MD. 21224-2767
Class A		Troy L. Rohrbaugh		7.25	%
		Baldwin, MD 21013-9302

	Mid-Cap Value
Class A		Prudential Investment Management		22.06	%
		FBO Mutual Fund Clients
		100 Mulberry St.
		3 Gateway Ctr. Ste 11
		Newark, NJ 07102-4000
Class A		NFS LLC FEBO		7.34	%
		WTRISC
		PO Box 52129
		Phoenix AZ 85072-2129
Class A		Charles Schwab & Co., Inc.		5.99	%
		Special Custody Acct for the Benefit of Customers
		101 Montgomery St.
		San Francisco, CA 94104-4151

Class I		US Bank NA		17.95	%
		Raymond J. Keyes IRA
		Naples FL 34108-7212
Class I		Edward F. Ryan Jr.		16.70	%
		DO Employee PSP
		Devon, PA 19333-1655
Class I		US Bank NA		14.33	%
		Marirose K Steigerwald IRA Rollover
		Raleigh, NC 27612-6448
Class I		Tyler Keyes Brundage Trust		11.26	%
		Justin Brundage, Jeffry H. King Sr. & Laurie Keyes Tr
		Malvern, PA 19355-8761
Class I		Abigail Grace Brundage Trust		11.24	%
		Justin Brundage, Jeffry H. King Sr. & Laurie Keyes Tr
		Malvern, PA 19355-8761
Class I		MLPF&S		6.60	%
		For Sole Benefit of Its Customers
		4800 Deer Lake Dr. E
		Jacksonville FL 32246-6484

	Small-Cap Value
Class A		Charles Schwab & Co., Inc.		37.18	%
		Special Custody Acct. For the Benefit of Its Customers
		101 Montgomery St.
		San Francisco, CA 94104-4151

98 | 2010 ANNUAL REPORT

Note 11 — 5% Shareholders (Continued)

Principal Holders


Class	Fund	Name and Address of Beneficial Owner	Percent Ownership

	Small-Cap Value (Continued)
Class A		NFS LLC FEBO		27.73	%
		Marshall & Ilsley Trust Co.
		FBO Intrust Allncecoal Aff PSP
		11270 W. Park Pl
		Ste 400
		Milwaukee, WI 53224-3638

Class C		First Clearing, LLC		10.83	%
		Babette Lorie Snyder
		Philadelphia, PA 19106-4314
Class C		First Clearing, LLC		5.05	%
		Abraham & Marilyn Kleinman
		West Nyack, NY 10994-1302

Class I		Deutsche Bank Securities		11.60	%
		Attn: Mutual Fund Dept.
		1251 Avenue of the Americas
		New York, NY 10020-1104

Note 12 — Indemnifications

Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Trust enters into contracts with its vendors and others that provide for general indemnifications. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust. However, based on experience, the Trust expects this risk of loss to be remote.

Note 13 — Securities Lending

At June 30, 2010, these securities or a portion of these securities are out on loan. The aggregate market value of these loaned securities and the value of the cash collateral the Funds received is as follows:


	Loaned Securities		Value of		% of
Fund	Market Value		Cash Collateral		Net Assets

Global Tactical Allocation	$	1,887,277	$	1,935,997		8.32	%

Strategic Growth		29,465,616		30,192,356		7.74	%

Mid-Cap Value		129,227		131,936		1.39	%

Small-Cap Value		5,345,433		5,483,619		6.65	%

Note 14 — Review for Subsequent Events

Subsequent to the Trust’s fiscal year end the Trust received notification of redemptions of certain shareholders in the Small-Cap Value Fund. The redemptions total approximately $43,000,000.

2010 ANNUAL REPORT | 99

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of Quaker Investment Trust:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments of Quaker Small-Cap Growth Tactical Allocation Fund, Quaker Strategic Growth Fund, Quaker Capital Opportunities Fund, Quaker Mid-Cap Value Fund and Quaker Small-Cap Value Fund and the schedules of investments and schedules of securities sold short of Quaker Event Arbitrage Fund, Quaker Global Tactical Allocation Fund and Quaker Long-Short Tactical Allocation Fund (constituting Quaker Investment Trust, hereafter referred to as the “Trust”), and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Trust at June 30, 2010, the results of each of their operations for the periods indicated, the changes in each of their net assets for each of the periods indicated and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Trust’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements 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 are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at June 30, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial statements of Quaker Event Arbitrage Fund (formerly Pennsylvania Avenue Event-Driven Fund) as of December 31, 2009, and for the fiscal years ended through December 31, 2009, were audited by other independent accountants whose report dated March 16, 2010 expressed an unqualified opinion on those statements. The statement of changes in net assets of Quaker Long-Short Tactical Allocation Fund (formerly Top Flight Long-Short Fund) for the year ended September 30, 2008 and the financial highlights for each of the four years ended September 30, 2008 were audited by other independent accountants whose report dated November 24, 2008 expressed an unqualified opinion on those statements.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
August 27, 2010

100 | 2010 ANNUAL REPORT

Trustees and Officers

June 30, 2010

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 Quaker Funds Inc., 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

an Officer

Portfolios

Directorships

Position(s) Held

or Trustee of

Overseen by

Held by

Name, Address and Age

with the Trust

the Trust

Principal Occupation(s) During Past 5 Years

Trustee

Trustee⁽¹⁾

Jeffry H. King, Sr.⁽²⁾⁽³⁾
309 Technology Drive
Malvern, PA 19355
Age 68

Chairman of the Board and Chief Executive Officer

Since
Nov. 1996

Chairman of Board of Directors and Chief Executive Officer, Quaker Funds, Inc. (1996–present); Registered Representative Citco Mutual Fund Distributors, Inc. (2006–2007); Registered Representative, Radnor Research & Trading Company, LLC (2005–2006); Chairman and CEO,Quaker Securities Inc. (1990–2005).

None

Laurie Keyes ^{(3), (4)}
309 Technology Drive
Malvern, PA 19355
Age 60

Treasurer and Trustee

Since
Nov. 1996

Chief Financial Officer, Quaker Funds, Inc.
(1996–Present).

None

Justin Brundage⁽⁵⁾
309 Technology Drive
Malvern, PA 19355
Age 40

Secretary

Since
Nov. 2006

President, Quaker Funds, Inc. (2007–present); Chief Operating Officer, Quaker Funds, Inc. (2005–present); Director of IT, Citco Mutual Fund Services, Inc. (2003–2005); formerly Registered Representative, Quaker Securities (1995–2005).

None

Timothy E. Richards
309 Technology Drive
Malvern, PA 19355
Age 45

Chief Compliance Officer

Since
March 2004

General Counsel to Quaker Funds, Inc. (2003–present); Chief Compliance Officer for the Quaker Investment Trust (2004–present); formerly Chief Compliance Officer for the Penn Street Funds, Inc. (2004–2007); formerly General Counsel for CRA Advisors, Inc. and the Community Reinvestment Act Qualified Investment Trust (2004–2006).

None

Mark S. Singel
309 Technology Drive
Malvern, PA 19355
Age 57

Trustee

Since
Feb. 2002

President and CEO, The Winter Group (2005–present); Managing Director, Public Affairs Management (lobbying firm) (2000–present); Lieutenant Governor and Acting Governor of Pennsylvania (1987–1995).

None

Ambassador Adrian A. Basora (ret.)
309 Technology Drive
Malvern, PA 19355
Age 72

Trustee

Since
Feb. 2002

Senior Fellow
Foreign Policy Research
Institute (2004–present); formerly,
President of Eisenhower Fellowships (1996–2004).

None

James R. Brinton
309 Technology Drive
Malvern, PA 19355
Age 56

Trustee

Lead Independent
Trustee

Since
Feb. 2002
Since
Aug. 2007

President, Robert J. McAllister Agency, Inc.
(commercial insurance brokerage firm)
(1979–present).

Director,
ACP Funds Trust

Gary Edward Shugrue
309 Technology Drive
Malvern, PA 19335
Age 56

Trustee

Since
July 2008

President and Chief Investment Officer,
Ascendant Capital Partners.

Director, BHR Institutional Funds Director, ACP Funds Trust

Warren West
309 Technology Drive
Malvern, PA 19355
Age 54

Trustee

Since
Nov. 2003

President, Greentree Brokerage Services, Inc. (1998–present).

None

2010 ANNUAL REPORT | 101

Serving as

an Officer

Portfolios

Directorships

Position(s) Held

or Trustee of

Overseen by

Held by

Name, Address and Age

with the Trust

the Trust

Principal Occupation(s) During Past 5 Years

Trustee

Trustee⁽¹⁾

Everett T. Keech
309 Technology Drive
Malvern, PA 19355
Age 70

Trustee

Interested Trustee, Vice Chairman of the Board, President, Treasurer

Trustee

Since
Nov. 2005
Nov., 1996 –
Jan.,2005;

Nov.,1996 –
Feb.,2002

Chairman-Executive Committee, Technology Development Corp., (1997—Present) technology development and manufacturing firm (1997–present); President, Quaker Investment Trust (2002–2003); Affiliated Faculty, University of Pennsylvania (1998–present).

Director, Technology Development Corp.; Director, Advanced Training Systems International, Inc. Director Phoenix Data Systems, Inc.


(1)		Directorship of companies required to report to the SEC under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) (i.e., ‘’public companies”) and investment companies registered under the 1940 Act.

(2)		Mr. King is considered to be “interested person” of the Trust for purposes of the 1940 Act because he is the Chief Executive Officer and a controlling shareholder of Quaker Funds, Inc., the investment adviser to the Funds.

(3)		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 Trust’s Treasurer and a controlling shareholder of Quaker Funds, Inc., the investment adviser to the Funds.

(5)		Mr. Brundage is Ms. Keyes’ son.

The SAI for the Funds includes additional information about the Trustees and Officers and is available, without charge, upon request by calling (800) 220-8888.

102 | 2010 ANNUAL REPORT

Board Consideration of the Investment Advisory and Sub-Advisory Agreements

In conjunction with the launch of a new series, the Quaker Akros Absolute Strategies Fund (the “Absolute Strategies Fund”), of the Quaker Investment Trust (the “Trust”), the Board of Trustees (the “Board”), including the Trustees who are not interested parties of the Trust (the “Independent Trustees”) considered a new Sub-Advisory Agreement (the “New Sub-Advisory Agreement”) between Quaker Funds, Inc. (“QFI” or the “Adviser”) and Akros Capital, LLC (“Akros”) with respect to the Absolute Strategies Fund at a meeting held on February 18, 2010.

In arriving at their decision to approve the New Sub-Advisory Agreement the Board considered a variety of information concerning Akros, including: (1) the nature, extent and quality of service provided to the Fund; (2) the level of the sub-advisory fee to be charged under the New Sub-Advisory Agreement; (3) the compliance program of the sub-adviser; (4) and any “fall out” or ancillary benefits enjoyed by Akros as a result of their relationships with the Absolute Strategies Fund.

In examining the nature, extent and quality of the services to be provided under the New Sub-Advisory Agreement, the Board considered the quality of the portfolio management services that were to be provided provide to the Absolute Strategies Fund; the depth, experience and demonstrated consistency in investment approach of the portfolio management teams; and the quality of Akros’ reputation.

After evaluation of the performance, fee and expense information and the profitability, ancillary benefits and other considerations as described above, and in light of the nature, extent and quality of services to be provided under the New Sub-Advisory Agreement, the Board concluded that the level of fees to be paid to Akros were reasonable.

Based on the totality of the information considered, the Board concluded that the Absolute Strategies Fund was likely to benefit from the nature, extent and quality of Akros’ services, and that Akros has the ability to continue to provide these services based on their experience, operations and resources.

In voting unanimously to approve the New Sub-Advisory Agreement with Akros based on the various considerations discussed above, the Board determined that the approval of the New Sub-Advisory Agreements was in the best interests of the Fund. As a result, the Board, including a majority of the Independent Trustees, approved the New Sub-Advisory Agreement.

Additionally, at a meeting held on April 29, 2010, the Independent Trustees of the Board of the Trust considered the continuation of the Investment Advisory Agreement between the Trust and QFI, and each of the respective Sub-Advisory Agreements between QFI and Aronson+Johnson+Ortiz, LP., DG Capital Management, Kennedy Capital Management, Inc. and Knott Capital Management (collectively the “Agreements”) with regard to each Fund. At the meeting, the Independent Trustees reported to the full Board their considerations with respect to the Agreements, and the Board, including a majority of Independent Trustees, considered and approved the renewal of the Agreements.

In arriving at their decision to renew the Agreements, the Board, including the Independent Trustees, considered a variety of information concerning QFI and each sub-adviser. In considering the continuation of the Agreements, the Board, including the Independent Trustees, considered the nature and quality of the services provided by QFI and each of the sub-advisers, the proposed fee structures, the level of fee waivers, each Fund’s past and anticipated expense ratios, possible economies of scale resulting from increases in the size of the Funds and other possible benefits QFI and each of the sub-advisers derived from their relationships with the Funds. The Board, including the Independent Trustees, carefully analyzed the information provided to them by QFI, each of the sub-advisers, and independent third parties, focusing particularly on the level of advisory fees and expenses of each Fund compared with information for similar funds, and the performance of each Fund compared to funds with similar investment objectives. The Board, including the Independent Trustees, also considered other information that it had received from QFI and each of the sub-advisers at other meetings throughout the year.

In examining the nature, extent and quality of the services to be provided by QFI, the Board, including the Independent Trustees, considered the portfolio management, administrative and supervisory services provided by QFI. The Board, including the Independent Trustees, acknowledged the value of QFI’s historical performance of services for the Funds. The Board, including the Independent Trustees, noted QFI’s commitment to servicing the Funds as its only client, QFI’s efforts during the past year to reduce Fund expenses, and the nature of the non-investment advisory services provided to the Funds, such as the supervision of the Funds’ other third-party service providers by QFI.

2010 ANNUAL REPORT | 103

With respect to the nature, extent and quality of the services provided to the Funds by each sub-adviser, the Board including the Independent Trustees, considered the quality of the portfolio management services that each sub-adviser provided to the Funds, the depth, experience and demonstrated consistency in investment approach of each of the sub-advisers’ portfolio management teams, the continued growth in each of the sub-advisers’ personnel responsible for managing the Funds; and the quality of each of the sub-advisers’ reputations. The Board, including the Independent Trustees, further considered each of the sub-advisers’ performance records and their experience in managing another fund complex with similar mutual funds.

Based on the totality of the information considered, the Board, including the Independent Trustees, concluded that the Funds were likely to benefit from the nature, extent and quality of QFI’s and each of the sub-advisers’ services, as applicable, and that QFI and each of the sub-advisers have the ability to continue to provide these services based on their respective experience, operations and resources.

With respect to the Funds’ investment performance, the Board, including the Independent Trustees, reviewed each Fund’s performance compared to both its peer group and relative benchmark indices over one-year, three-year, five-year and since inception periods, as applicable. The Board, including the Independent Trustees, considered factors, including but not limited to the sub-advisers’ management style, that have affected the performance of each Fund relative to its peer group and benchmarks.

With respect to the costs of the services to be provided and profits to be realized by QFI from its relationship with the Funds, the Board, including the Independent Trustees, considered the fact that QFI had agreed to continue to waive its advisory fees to the extent necessary to limit the annualized expenses of each Fund to their assigned expense ratio caps for an additional year. The Board, including the Independent Trustees, also considered that QFI might be able to recoup some of the waived fees in the future. The Board, including Independent Trustees, did not consider the relationship between QFI’s advisory fees compared to other accounts that QFI advises, because QFI has no other advisory accounts.

The Board, including the Independent Trustees, considered whether there are any ancillary benefits that may accrue to QFI or a sub-adviser resulting from their relationship with the Funds. Based on the information provided, the Board, including the Independent Trustees, noted that there did not appear to be any significant benefits in this regard.

After evaluation of the comparative performance, fee and expense information and the profitability, ancillary benefits and other considerations as described above, and in light of the nature, extent and quality of services to be provided by QFI and each of the sub-advisers, the Board, including the Independent Trustees, concluded that the level of fees to be paid to QFI and each of the sub-advisers was reasonable.

In voting unanimously to approve the Agreements based on the various considerations discussed above, the Board, including the Independent Trustees, determined that the approval of the Agreements was in the best interests of the Funds. As a result, the Board, including a majority of the Independent Trustees, approved the Agreements.

104 | 2010 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 U.S. Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Form N-Q, as well as a description of the policies and procedures that each 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; and (ii) on the SEC’s web-site at http://www.sec.gov. The Form 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 ending June 30, 2010.

During the fiscal year ended June 30, 2010, the following Funds paid long-term capital distributions:


	Long-Term
Fund	Capital Gains		Per Share

Event Arbitrage	$	—	$	—

Global Tactical Allocation		—		—

Long-Short Tactical Allocation		—		—

Small-Cap Growth Tactical Allocation		—		—

Strategic Growth		—		—

Capital Opportunities		—		—

Mid-Cap Value		—		—

Small-Cap Value		—		—

Individual shareholders are eligible for reduced tax rates on the following percentages of qualified dividend income. For the purposes of computing the dividends eligible for reduced taxes, the following amounts of the dividends paid by the Fund from ordinary income earned during the fiscal year are considered qualified dividend income.


Fund	Amount		Percentage

Event Arbitrage	$	—		—

Global Tactical Allocation		—		—

Long-Short Tactical Allocation		—		—

Small-Cap Growth Tactical Allocation		19,858		1.39	%

Strategic Growth		—		—

Capital Opportunities		—		—

Mid-Cap Value		—		—

Small-Cap Value		58,560		100	%

Corporate shareholders may exclude up to the following percentages of qualifying dividends. For the purposes of computing this exclusion, the following amounts of the dividends paid by the Funds from ordinary income earned during the fiscal year represents qualifying dividends.


Fund	Amount		Percentage

Event Arbitrage	$	—		—

Global Tactical Allocation		—		—

Long-Short Tactical Allocation		—		—

Small-Cap Growth Tactical Allocation		18,065		1.26	%

Strategic Growth		—		—

Capital Opportunities		—		—

Mid-Cap Value		—		—

Small-Cap Value		58,560		100	%

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 the calendar year, shareholders should refer to their Form 1099-DIV or other tax information which will be mailed in January 2011 to determine the calendar year amounts to be included on their 2010 tax returns. Shareholders should consult their tax advisers.

2010 ANNUAL REPORT | 105

The Quaker Funds are distributed by Quasar Distributors, LLC. Contact us: Quaker Funds, Inc. c/o U.S. Bancorp Fund Services, LLC. PO Box 701 Milwaukee, WI 53201-0701 800-220-8888 www.quakerfunds.com ^©2009 Quaker^® Investment Trust QKAR 062010

Item 2. Code of Ethics.

As of the period ended June 30, 2010 (the “Reporting Period”), the Registrant has adopted a code of ethics that applies to the Registrant’s Principal Executive Officer and Principal Financial Officer. During the Reporting Period, there have been no changes to, amendments to, or waivers from, any provision of the code of ethics. A copy of this code of ethics, dated June 30, 2007 is filed as an Exhibit to this Form N-CSR pursuant to Item 12(a)(1).

Item 3. Audit Committee Financial Expert.

The Registrant’s Board of Trustees (the “Board”) has determined that the Registrant has one audit committee financial expert serving on its audit committee. The Board has designated Everett T. Keech audit committee financial expert serving on the registrant’s audit committee, and determined that Everett T. Keech is independent within the meaning of paragraph (a)(2) of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

	(a)		Audit Fees: The aggregate fees billed for each of the last two fiscal years for professional services rendered to the Registrant by the principal accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $165,000 for 2010 and $143,250 for 2009.

	(b)		Audit-Related Fees: The aggregate fees billed in each of the last two fiscal years for assurance and related services rendered to the Registrant by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item are $3,000 for 2010 and $3,000 for 2009.

	(c)		Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services rendered to the Registrant by the principal accountant for tax compliance, tax advice, and tax planning are $26,880 for 2010 and $24,060 for 2009. The services for each of the fiscal years ended June 30, 2010 and June 30, 2009 consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and (iii) tax advice regarding tax qualification.

	(d)		All Other Fees: The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2010 and $0 for 2009.

	(e)		The Audit Committee of the Board of Trustees (the “Audit Committee”) has not adopted 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 aggregate non-audit fees billed by the Registrant’s accountant for services rendered to the Registrant and to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and whose activities are overseen by the Registrant’s investment adviser) and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant, for each of the Registrant’s last two fiscal years are $0 for 2010 and $0 for 2009.

	(h)		The Audit Committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser 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. Investments.

	(a)		A Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1, Report to Shareholders, of this Form N-CSR.

	(b)		Not Applicable.

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 have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees, where those changes were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Item 11. Controls and Procedures.

	(a)		The Registrant’s Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)(17 CFR 270.30a-3(c))) were effective, as of a date within 90 days of the filing date of this report, based on their evaluation of the effectiveness of the Registrant’s disclosure controls and procedures as required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

	(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 (17 CFR 270.30a-3(d)) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

	(a) (1)		Registrant’s Code of Ethics for Senior Officers pursuant to the Sarbanes-Oxley Act of 2002 is filed as Exhibit 12(a)(1) to this Form N-CSR.

	(a) (2)		Certifications required by Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibit 12(a)(2) to this Form N-CSR.

	(a) (3)		Not Applicable.

	(b)		Certifications required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are furnished as Exhibit 12(b) to this Form N-CSR.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)		Quaker Investment Trust

By (signature and title)*		/s/ Jeffry H. King, Sr. Jeffry H. King, Sr.
		Chief Executive Officer

Date		September 2, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By (signature and title)*		/s/ Jeffry H. King, Sr. Jeffry H. King, Sr.
		Chief Executive Officer

Date		September 2, 2010

By (signature and title)*		/s/ Laurie Keyes

		Laurie Keyes
		Treasurer

Date		September 2, 2010

Quaker Investment Trust N-CSRCertified annual shareholder report (management investment company)