[LOGO]
WHITE OAK GROWTH
PIN OAK AGGRESSIVE
P.O. Box 419441
Kansas City, MO 64141-6441
Distributor:
SEI Investments Distribution Co.
Investment Adviser:
OAK
ASSOCIATES,
LTD.
To open an account,
receive account information,
make inquiries or request
an investment kit:
Call Toll Free
1-888-4OAK-FUND
(1-888-462-5386)
www.oakassociates.com
OAK-F-021-07
SEMI-ANNUAL
REPORT
April 30, 1998
[LOGO]
WHITE OAK GROWTH
PIN OAK AGGRESSIVE
Advised by OAK ASSOCIATES, ltd.
www.oakassociates.com
<PAGE>
Report to Shareholders
Dear Valued Shareholder:
We are pleased to present you with the Oak Associates Funds' semi-annual report
for the six-month period ending April 30, 1998. Enclosed you will find
information on the holdings of each of the Funds, along with Financial
Highlights and the Statement of Changes in Net Assets. We encourage you to read
them to help you stay informed about your mutual fund investment.
Performance Review
Both funds declined in the fourth quarter of last year on concerns about the
Pacific Rim. Technology stocks were hit especially hard. At the time, we
mentioned that while the problems in Asia were not over, we felt the markets had
overreacted. This was followed by a sharp year-to-date rebound in the first four
months of 1998, with White Oak Growth up 22.72% and Pin Oak Aggressive up 25.19%
as of April 30th.
Annualized performance as of April 30, 1998 is shown below.
<TABLE>
<CAPTION>
Since Inception
1 Year 3 Years 5 Years August 3, 1992
------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Pin Oak Aggressive 45.90% 21.13% 17.99% 16.02%
White Oak Growth 48.83% 39.57% 29.12% 25.34%
S&P 500 Index 41.01% 31.94% 23.20% 21.10%
</TABLE>
Looking Ahead
Our outlook for the market remains bullish. We believe there are many reasons to
be positive in the intermediate and long run. Our optimism is based on our
bullish expectations for interest rates and continued U.S. leadership in many
strategic industries. We believe the United States is undergoing a significant
economic transformation, similar to the one that occurred with the Industrial
Revolution. Our country's adoption of technology is leading us to a new level of
productivity, which will give rise to improved living standards for everyone,
just as automobiles and electricity did decades ago.
The market has had a strong run and we believe this has been driven by
fundamental improvements in the economy that should continue for some time. We
do not think the stock market has disjoined itself from the economy. We believe
the two are in sync, and do not believe a crash is imminent just because the
market has been hitting new highs.
1
<PAGE>
Report to Shareholders (continued)
This is not to say that, in the quest for outstanding performance, there will
not be speed bumps along the way. The markets tend to be irrational in the short
run. But if the long-term fundamentals of a stock holding remain strong, we view
these temporary market downturns as buying opportunities. These fluctuations
will continue in the future, but we expect the patient investor will be richly
rewarded over the long haul.
Service Enhancements
Although our primary duty is investment management, we continue to look for
better ways to serve you. Expanding the services offered through our toll-free
telephone number and web site are a continuous focus of our team. We have also
been enhancing the look of the quarterly reports and monthly statements you
receive, and you can expect further changes in the future. All of these
improvements are made with an eye on maintaining or decreasing our Funds'
operating expenses. Please feel free to call 1-888-462-5386 or visit the
Feedback section of our web site at www.oakassociates.com with any suggestions
or comments you may have.
We appreciate the confidence you have placed in our firm and look to the future
with great optimism.
Sincerely,
[PHOTO] [PHOTO]
/s/ James D. Oelschlager /s/ Douglas S. MacKay
- ------------------------ ---------------------------
James D. Oelschlager Douglas S. MacKay
Chief Investment Officer Assistant Portfolio Manager
Portfolio Manager
2
<PAGE>
Financial Highlights
For a Share Outstanding Throughout the Period Ended April 30, 1998 (Unaudited)
and the Periods Ended October 31,
Net Realized and Net
Asset Net Unrealized Distributions Distributions Asset
Value Investment Gains or from Net from Value
Beginning Income (Losses) on Investment Capital End of Total
of Period (Loss) Securities Income Gains Period Return
- -------------------------------------------------------------------------------
Pin Oak Aggressive Stock Portfolio
- -------------------------------------------------------------------------------
1998 $19.46 (0.08) 4.08 -- -- $23.46 20.55%
1997(1) $17.08 (0.11) 2.49 -- -- $19.46 13.93%
1996 $17.32 (0.09) (0.15) -- -- $17.08 (1.39)%
1995 $11.60 (0.08) 5.80 -- -- $17.32 49.31%
1994 $12.62 (0.06) (0.96) -- -- $11.60 (8.08)%
1993 $10.28 (0.05) 2.39 -- -- $12.62 22.76%
1992(2) $10.00 -- 0.28 -- -- $10.28 11.57%
- -------------------------------------------------------------------------------
White Oak Growth Stock Portfolio
- -------------------------------------------------------------------------------
1998 $29.29 (0.02) 6.60 -- (0.06) $35.81 22.54%
1997(1) $21.88 0.03 7.49 (0.04) (0.07) $29.29 34.46%
1996 $18.08 0.05 3.80 (0.05) -- $21.88 21.33%
1995 $11.92 0.04 6.15 (0.03) -- $18.08 52.07%
1994 $10.64 0.02 1.28 (0.02) -- $11.92 12.24%
1993 $10.33 0.05 0.32 (0.06) -- $10.64 3.59%
1992(2) $10.00 0.02 0.33 (0.02) -- $10.33 14.30%
Ratio of
Net
Income Ratio of Ratio of Net
(Loss) Expenses to Income (Loss)
Net Assets Ratio of to Average Net to Average Net
End of Expenses to Average Assets Assets Portfolio
Period Average Net (Excluding (Excluding) Turnover
(000) Net Assets Assets Waivers) Waivers) Rate
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
$37,984 1.00%* (0.82)%* 1.19%* (1.01)%* 7.10%
$31,681 0.99% (0.75)% 1.23% (0.99)% 17.30%
$23,738 0.96% (0.62)% 1.47% (1.13)% 31.65%
$15,652 0.98% (0.70)% 1.65% (1.37)% 49.28%
$ 9,624 0.96% (0.62)% 1.74% (1.40)% 48.88%
$ 9,079 0.98% (0.48)% 2.07% (1.57)% 68.32%
$ 4,127 1.00%* 0.03 %* 4.06%* (3.03)%* 4.00%
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
$638,971 1.00%* (0.17)%* 1.08%* (0.25)%* 2.52%
$362,404 0.98% 0.06 % 1.14% (0.10)% 7.90%
$ 26,109 0.95% 0.23 % 1.50% (0.32)% 8.07%
$ 10,495 0.97% 0.29 % 2.06% (0.80)% 22.43%
$ 5,942 0.97% 0.19 % 2.24% (1.08)% 37.42%
$ 5,539 0.97% 0.54 % 2.71% (1.20)% 27.48%
$ 3,195 1.00%* 0.74 %* 4.78%* (3.04)%* --
* Annualized
(1) The information set forth in this table for the period prior to February
27, 1998 is the financial data of the Pin Oak Aggressive Stock Fund and the
White Oak Growth Stock Fund, respectively, each a series of the Advisors'
Inner Circle Fund. See Note 1 of Notes to Financial Statements regarding
reorganization of the Oaks Associates Funds.
(2) The Pin Oak Aggressive Stock Portfolio and the White Oak Growth Stock
Portfolio commenced operations on August 3, 1992.
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
Statement of Net Assets
April 30, 1998 (Unaudited)
Market
PIN OAK AGGRESSIVE Value
STOCK PORTFOLIO Shares (000)
- ------------------------------------------------------
Common Stock 98.44%
Aircraft 0.99%
Gulfstream Aerospace
Corporation* 9,000 $ 377
------
ATM Machines 2.16%
Diebold 20,000 820
------
Computer Communications
Equipment 21.85%
3Com* 60,375 2,068
Cisco Systems* 63,600 4,659
Xylan* 55,300 1,574
------
8,301
------
Computer-Aided Design Software 12.41%
Parametric Technology* 64,000 2,046
Synopsys* 62,029 2,667
------
4,713
------
Computer Data Security 0.64%
Security Dynamics
Technologies* 10,000 241
------
Computers & Services 5.82%
International Network Services* 65,700 2,209
------
Computer Hardware 5.06%
Compaq Computer 68,500 1,923
------
Insurance 3.10%
Mutual Risk Management
Limited 39,732 1,177
------
Managed Health Care Services 8.42%
Express Scripts* 40,000 3,200
------
Semi-Conductors/Electronics 21.02%
Atmel* 53,400 1,078
Linear Technology 30,500 2,455
Maxim Integrated Products* 59,400 2,398
Xilinx* 44,900 2,054
------
7,985
------
Semi-Conductors Capital
Equipment Manufacturing 5.66%
Applied Materials* 59,500 2,150
------
Shares/ Market
PIN OAK AGGRESSIVE Par Value
STOCK PORTFOLIO (000) (000)
- ------------------------------------------------------
Telecommunications Equipment 11.31%
Ascend Communications* 48,900 $ 2,130
Aspect Telecommunications* 75,300 2,165
-------
4,295
-------
Total Common Stock
(Cost $21,896) 37,391
-------
Repurchase Agreement 1.34%
Lehman Brothers
5.25%, dated 04/30/98,
matures 05/01/98, repurchase
price $508,284 (collateralized
by U.S. Treasury Bill, par
value $547,676, 0.00%,
04/01/99: market value:
$521,017) 508 508
-------
Total Repurchase Agreement
(Cost $508) 508 508
-------
Total Investments 99.78%
(Cost $22,404) 37,899
-------
Other Assets and Liabilities, Net 0.22% 85
-------
Net Assets:
Portfolio Shares (unlimited authorization
--no par value) based on 1,619,136
outstanding shares of beneficial interest 22,731
Net investment loss (136)
Accumulated net realized loss on
investments (106)
Net unrealized appreciation on investments 15,495
-------
Total Net Assets 100.00% $37,984
=======
Net Asset Value, Offering & Redemption
Price Per Share $ 23.46
=======
*Non-income producing security
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Statement of Net Assets
April 30, 1998 (Unaudited)
Market
WHITE OAK GROWTH Value
STOCK PORTFOLIO Shares (000)
- -------------------------------------------------------
Common Stock 96.58%
Banks 12.70%
Banker's Trust New York 66,500 $ 8,587
Citicorp 201,950 30,393
MBNA 339,750 11,509
Nationsbank 405,000 30,679
--------
81,168
--------
Computer Communications Equipment 10.20%
3Com* 835,100 28,602
Bay Networks* 91,000 2,133
Cisco Systems* 469,950 34,424
--------
65,159
--------
Computer-Aided Design Software 4.34%
Parametric Technology* 867,200 27,723
--------
Computer Hardware 8.69%
Compaq Computer 1,145,000 32,132
Sun Microsystems* 567,700 23,382
--------
55,514
--------
Financial Services 1.25%
First Data 235,100 7,964
--------
Insurance 4.64%
American International
Group 225,400 29,654
--------
Medical Instruments 4.91%
Medtronic 596,100 31,370
--------
Pharmaceuticals 14.64%
Lilly Eli & Co. 456,600 31,762
Merck 243,400 29,330
Pfizer 284,900 32,425
--------
93,517
--------
Prepackaged Software 2.66%
Microsoft* 37,200 3,352
Oracle* 527,750 13,656
--------
17,008
--------
Securities Broker 4.83%
Morgan Stanley, Dean
Witter, Discover 391,675 30,893
--------
Shares/ Market
WHITE OAK GROWTH Par Value
STOCK PORTFOLIO (000) (000)
- -------------------------------------------------------
Semi-Conductor Capital Equipment
Manufacturing 4.64%
Applied Materials* 819,900 $ 29,619
--------
Semi-Conductors/Electronics 10.31%
Intel 388,400 31,388
Linear Technology 428,500 34,494
--------
65,882
--------
Telecommunications Equipment 12.77%
Ascend Communications* 735,600 32,044
CIENA* 320,200 17,851
Tellabs* 447,600 31,724
--------
81,619
--------
Total Common Stock
(Cost $496,603) 617,090
--------
Repurchase Agreement 2.77%
Lehman Brothers
5.48%, dated 04/30/98,
matures 05/01/98, repurchase
price $17,716,474
(collateralized by
U.S. Treasury Note, par value
$16,762,000, 7.875%, 08/15/01:
market value: $18,068,985) 17,714 17,714
--------
Total Repurchase Agreement
(Cost $17,714) 17,714 17,714
--------
Total Investments 99.35%
(Cost $514,317) 634,804
--------
Other Assets and Liabilities, Net 0.65% 4,167
--------
Net Assets:
Portfolio Shares (unlimited authorization
--no par value) based on 17,841,741
outstanding shares of beneficial interest 517,360
Net investment loss (383)
Accumulated net realized gain on
investments 1,507
Net unrealized appreciation on
investments 120,487
--------
Total Net Assets 100.00% $638,971
========
Net Asset Value, Offering & Redemption
Price Per Share $ 35.81
========
*Non-income producing security
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
Statement of Operations (000)
(Unaudited)
<TABLE>
<CAPTION>
Pin Oak White Oak
Aggressive Stock Growth Stock
Portfolio Portfolio
---------------- ------------
11/01/97 11/01/97
to 04/30/98 to 04/30/98
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Investment Income:
Dividends $ 12 $ 1,296
Interest 17 615
- -----------------------------------------------------------------------------------------------------------------
Total Investment Income 29 1,911
- -----------------------------------------------------------------------------------------------------------------
Expenses:
Investment Advisory Fees 122 1,698
Investment Advisory Fee Waiver (32) (196)
Administration Fees 26 308
Custodian Fees 4 15
Transfer Agent Fees and Expenses 30 294
Professional Fees 2 25
Trustee Fees 1 5
Registration Fees 10 100
Printing 2 40
Insurance and Other Fees -- 5
- -----------------------------------------------------------------------------------------------------------------
Total Expenses 165 2,294
- -----------------------------------------------------------------------------------------------------------------
Net Investment Loss
(136) (383)
- -----------------------------------------------------------------------------------------------------------------
Net Realized Gain on Securities Sold 1,272 1,510
Net Unrealized Appreciation of Investment Securities 5,355 97,756
- -----------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain on Investments 6,627 99,266
Net Increase in Net Assets Resulting From Operations $6,491 $98,883
=================================================================================================================
Amounts designated as "--" are either $0 or have been rounded to $0.
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
Statement of Changes in Net Assets (000)
<TABLE>
<CAPTION>
Pin Oak White Oak
Aggressive Stock Growth Stock
Portfolio Portfolio
------------------------ -------------------------
11/01/97 11/01/96 11/01/97 11/01/96
to 04/30/98 to 10/31/97 to 04/30/98 to 10/31/97
(Unaudited) (Unaudited)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Activities:
Net Investment Income (Loss) $ (136) $ (224) $ (383) $ 88
Net Realized Gain (Loss) on Securities Sold 1,272 (74) 1,510 898
Net Unrealized Appreciation of Investment Securities 5,355 3,097 97,756 15,492
- ---------------------------------------------------------------------------------------------------------------------
Net Increase in Net Assets Resulting From Operations 6,491 2,799 98,883 16,478
- ---------------------------------------------------------------------------------------------------------------------
Distributions to Shareholders:
Net Investment Income -- -- -- (137)
Realized Capital Gains -- -- (849) (108)
- ---------------------------------------------------------------------------------------------------------------------
Total Distributions -- -- (849) (245)
- ---------------------------------------------------------------------------------------------------------------------
Capital Share Transactions (in dollars):
Shares Issued 10,513 19,483 275,680 374,802
Shares Issued in Lieu of Cash Distributions -- -- 802 238
Shares Redeemed (10,701) (14,339) (97,949) (54,978)
- ---------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Net Assets From Capital Share
Transactions (188) 5,144 178,533 320,062
- ---------------------------------------------------------------------------------------------------------------------
Total Increase in Net Assets 6,303 7,943 276,567 336,295
- ---------------------------------------------------------------------------------------------------------------------
Net Assets:
Beginning of Period 31,681 23,738 362,404 26,109
- ---------------------------------------------------------------------------------------------------------------------
End of Period $37,984 $ 31,681 $638,971 $362,404
- ---------------------------------------------------------------------------------------------------------------------
Shares Issued and Redeemed:
Issued 503 1,002 8,550 13,049
Issued in Lieu of Cash Distributions -- -- 28 10
Redeemed (512) (763) (3,108) (1,881)
- ---------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Share Transactions (9) 239 5,470 11,178
- ---------------------------------------------------------------------------------------------------------------------
Amounts designated as "--" are either $0 or have been rounded to $0.
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
Notes to Financial Statements
April 30, 1998
1. Organization:
The Oak Associates Funds (the "Trust") is organized as a Massachusetts business
trust under an Agreement and Declaration of Trust dated November 6, 1997. The
Trust is registered under the Investment Company Act of 1940, as amended, as a
diversified open-end management investment company with two portfolios. The
financial statements included herein are those of the Pin Oak Aggressive Stock
Portfolio and the White Oak Growth Stock Portfolio (the "Funds"). The assets of
each portfolio are segregated, and a shareholder's interest is limited to the
portfolio in which shares are held. The Funds' prospectus provides a description
of each Fund's investment objectives, policies and strategies.
On February 25, 1998, the shareholders of the Advisors' Inner Circle White Oak
Growth Stock Fund and the Pin Oak Aggressive Stock Fund (the "Oak Funds") voted
to approve a tax-free reorganization of the Oak Funds through a transfer of all
assets and liabilities to the Oak Associates Funds White Oak Growth Stock
Portfolio and Pin Oak Aggressive Stock Portfolio. The reorganization took place
on February 27, 1998.
2. Significant Accounting Policies:
The following is a summary of the significant accounting policies followed by
the Funds.
Security Valuation--Investments in equity securities which are traded on a
national exchange (or reported on the NASDAQ national market system) are
stated at the last quoted sales price if readily available for such equity
securities on each business day; other equity securities traded in the
over-the-counter market and listed equity securities for which no sale was
reported on that date are stated at the last quoted bid price. Debt
obligations exceeding sixty days to maturity for which market quotations
are readily available are valued at the most recently quoted bid price.
Debt obligations with sixty days or less remaining until maturity may be
valued at their amortized cost, which approximates market value.
Federal Income Taxes--It is each Fund's intention to qualify as a regulated
investment company by complying with the appropriate provisions of the
Internal Revenue Code of 1986, as amended. Accordingly, no provisions for
Federal income taxes are required.
Security Transactions and Related Income--Security transactions are
accounted for on the date the security is purchased or sold (trade date).
Dividend income is recognized on the ex-dividend date, and interest income
is recognized on the accrual basis. Costs used in determining realized
gains and losses on the sales of investment securities are those of the
specific securities sold during the respective holding period.
Net Asset Value Per Share--The net asset value per share of each Fund is
calculated on each business day by dividing the total value of each Fund's
assets, less liabilities, by the number of shares outstanding.
Expenses--Expenses that are directly related to one of the Funds are
charged to that Fund. Other operating expenses of the Trust are prorated to
the Funds on the basis of relative daily net assets.
8
<PAGE>
Notes to Financial Statements (continued)
April 30, 1998
Distributions to Shareholders--Distributions from net investment income are
declared and paid to Shareholders on a quarterly basis, as applicable. Any
net realized capital gains on sales of securities are distributed to
Shareholders at least annually.
Distributions from net investment income and net realized capital gains are
determined in accordance with U.S. Federal income tax regulations, which
may differ from those amounts determined under generally accepted
accounting principles. These book/tax differences are either temporary or
permanent in nature.
Use of Estimates--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
3. Transactions with Affiliates:
Certain officers of the Trust are also officers of SEI Fund Resources (the
"Administrator") and/or SEI Investments Distribution Co. (the "Distributor").
Such officers are paid no fees by the Trust for serving as officers of the
Trust.
4. Administration, Shareholder Servicing and Distribution Agreements:
The Trust and the Administrator are parties to an Administrative Agreement dated
February 27, 1998, under which the Administrator provides management and
administrative services for an annual fee of 0.15% of the average daily net
assets of each of the Funds up to $250 million, 0.12% on the next $200 million,
0.10% on the next $200 million, and 0.08% of such assets in excess of $650
million. There is a minimum annual fee of $50,000 per fund.
DST Systems, Inc. (the "Transfer Agent") serves as the transfer agent and
dividend distributing agent for the Funds under a transfer agency agreement with
the Trust.
The Trust and the Distributor are parties to a Distribution Agreement dated
February 27, 1998. The Distributor receives no fees for its distribution
services under this agreement.
5. Investment Advisory and Custodian Agreements:
The Trust and Oak Associates, Ltd. (the "Adviser") are parties to an Investment
Advisory Agreement dated February 27, 1998 under which the Adviser receives an
annual fee equal to .74% of the average daily net assets of each Fund. The
Adviser has voluntarily agreed to waive all or a portion of its fees (and to
reimburse the Funds' expenses if necessary) in order to limit operating expenses
to not more than 1.00% of the average daily net assets of each of the Funds. Fee
waivers and expense reimbursements are voluntary and may be terminated at any
time.
9
<PAGE>
Notes to Financial Statements (concluded)
April 30, 1998
CoreStates Bank, N.A. acts as custodian (the "Custodian") for the Funds. Fees of
the Custodian are being paid on the basis of the net assets of the Funds. The
Custodian plays no role in determining the investment policies of the Funds or
which securities are to be purchased or sold by the Funds.
6. Investment Transactions:
The cost of security purchases and the proceeds from security sales, other than
short-term investments, for the six-month period ended April 30, 1998 are as
follows:
Pin Oak White Oak
Aggressive Growth
Stock Stock
Portfolio Portfolio
(000) (000)
---------- ---------
Purchases
Government $ -- $ --
Other 2,367 189,015
Sales
Government $ -- $ --
Other 2,566 11,355
At April 30, 1998, the total cost of securities and the net realized gains or
losses on securities sold for Federal income tax purposes were not materially
different from amounts reported for financial reporting purposes. The aggregate
gross unrealized appreciation and depreciation for securities held by the Funds
at April 30, 1998, are as follows:
Pin Oak White Oak
Aggressive Growth
Stock Stock
Portfolio Portfolio
(000) (000)
--------- ---------
Aggregate gross unrealized
appreciation $17,759 $137,724
Aggregate gross unrealized
depreciation (2,264) (17,237)
------- --------
Net unrealized
appreciation $15,495 $120,487
======= ========
7. Capital Loss Carryforwards:
The capital loss carryforwards at October 31, 1997 for federal income tax
purposes are as follows:
Pin Oak Aggressive
Stock Portfolio $ 17,985 expiring in 2000
288,322 expiring in 2001
153,978 expiring in 2002
351,788 expiring in 2003
492,382 expiring in 2004
73,224 expiring in 2005
----------
$1,377,679
The capital loss carryforwards will be used to offset future net realized gains,
if any, and such gains so offset will not be distributed.
8. Shareholder Voting Results:
There was a Special Meeting of The Advisors' Inner Circle Fund on February 25,
1998 to approve an Agreement and Plan of Reorganization and Liquidation between
the Advisors' Inner Circle Fund and the Oak Associates Funds on behalf of the
White Oak Growth Stock Fund and the Pin Oak Aggressive Stock Fund. The results
were as follows:
White Oak Growth Stock Portfolio
Shares % of % of
Voted Voted Total
--------- ------ ------
For 6,419,978 91.97% 47.86%
Against 265,663 3.81% 1.98%
Abstain 294,461 4.22% 2.19%
--------- ------- ------
Total 6,980,102 100.00% 52.03%
Pin Oak Aggressive Stock Portfolio
Shares % of % of
Voted Voted Total
--------- ------ ------
For 1,066,439 98.26% 63.69%
Against 12,232 1.13% 0.73%
Abstain 6,660 0.61% 0.40%
--------- ------- ------
Total 1,085,331 100.00% 64.82%
10
<PAGE>
[This page left blank intentionally]
11
