AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 2000
File No. 811 - 08549
File No. 333 - 42115
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 6 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 6 /X/
OAK ASSOCIATES FUNDS
(Exact name of registrant as specified in charter)
101 Federal Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (888)462-5386
William E. White,
c /o Oak Associates, ltd.
3875 Embassy Parkway, Suite 250
Akron, OH 44333-8334
(Name and Address of Agent for Service)
Copies to:
Richard W. Grant, Esq.
John H. Grady, Jr., Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
It is proposed that this filing become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/X/ 75 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a) of Rule 485.
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OAK ASSOCIATES FUNDS
PROSPECTUS
DECEMBER 1, 2000
BLACK OAK EMERGING TECHNOLOGY FUND
INVESTMENT ADVISER:
OAK ASSOCIATES, LTD.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
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ABOUT THIS PROSPECTUS
Oak Associates Funds is a mutual fund family that offers shares in separate
investment portfolios (Funds). The Funds have individual investment goals and
strategies. This prospectus gives you important information about the Black Oak
Emerging Technology Fund (the Fund) that you should know before investing.
Please read this prospectus and keep it for future reference.
Oak Associates Funds also offers shares of the Pin Oak Aggressive Stock Fund,
Red Oak Technology Select Fund, and White Oak Growth Stock Fund in a separate
prospectus which is available by calling 1-888-462-5386.
THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN EASILY
REVIEW THIS IMPORTANT INFORMATION. FOR MORE DETAILED INFORMATION ABOUT THE FUND,
PLEASE SEE:
PAGE
RISK/RETURN INFORMATION...........................................3
BLACK OAK EMERGING TECHNOLOGY FUND................................4
MORE INFORMATION ABOUT FUND INVESTMENTS...........................7
INVESTMENT ADVISER ...............................................7
PORTFOLIO MANAGERS ...............................................7
PURCHASING, SELLING AND EXCHANGING FUND SHARES....................7
DIVIDENDS AND DISTRIBUTIONS.......................................7
TAXES.............................................................10
HOW TO OBTAIN MORE INFORMATION ABOUT THE
OAK ASSOCIATES FUNDS.........................................Back Cover
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RISK/RETURN INFORMATION
The Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.
The Fund has an investment goal and strategies for reaching that goal. The
investment managers invest Fund assets in a way that they believe will help the
Fund achieve its goal. Still, investing in the Fund involves risk and there is
no guarantee that the Fund will achieve its goal. An investment manager's
judgments about the markets, the economy, or companies may not anticipate actual
market movements, economic conditions or company performance, and these
judgments may affect the return on your investment. In fact, no matter how good
a job an investment manager does, you could lose money on your investment in the
Fund, just as you could with other investments.
The value of your investment in the Fund is based on the market prices of the
securities the Fund holds. These prices change daily due to economic and other
events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities the Fund owns and the markets in which they trade. The
effect on the Fund of a change in the value of a single security will depend on
how widely the Fund diversifies its holdings.
EQUITY RISK
The Fund principally invests (at least 65% of its assets) in equity securities.
Equity securities include public and privately issued equity securities, common
and preferred stocks, warrants, rights to subscribe to common stock and
convertible securities. Investments in equity securities and equity derivatives
in general are subject to market risks that may cause their prices to fluctuate
over time. The value of securities convertible into equity securities, such as
warrants or convertible debt, is also affected by prevailing interest rates, the
credit quality of the issuer and any call provision.
Fluctuations in the value of equity securities in which a mutual fund invests
will cause the Fund's net asset value to fluctuate. Historically, the equity
markets have moved in cycles, and the value of the Fund's equity securities may
fluctuate drastically from day-to-day. Individual companies may report poor
results or be negatively affected by industry and/or economic trends and
developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility which is the
principal risk of investing in the Fund. An investment in the Fund may be more
suitable for long-term investors who can bear the risk of these share price
fluctuations.
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BLACK OAK EMERGING TECHNOLOGY FUND
FUND SUMMARY
INVESTMENT GOAL Long-term capital growth
INVESTMENT FOCUS U.S. common stocks
SHARE PRICE VOLATILITY High
PRINCIPAL INVESTMENT STRATEGY Investing in common stocks of a small number
of "emerging" technology companies.
INVESTOR PROFILE Investors who want significant growth potential,
and who are willing to bear the risks of a
non-diversified Fund which focuses on emerging
technology companies.
INVESTMENT STRATEGY OF THE BLACK OAK EMERGING TECHNOLOGY FUND
The Fund primarily invests in common stocks of companies that the Adviser
considers to be well positioned to become market leaders among "emerging"
technology companies. Emerging technology companies are those that the Adviser
believes have the potential to develop, or are expected to benefit from, new
technology or significant improvements or enhancements to existing technology.
Current examples of emerging technology companies include those developing,
producing or distributing products or services related to computer networking,
fiber optics and photonics, data storage, bandwidth enhancement, wireless and
other communications technology, and high-speed voice, video and data transfer
combinations. The types of companies the Adviser considers to be emerging
technology companies can be expected to change over time as developments in
technology occur. The Fund is "non-diversified," and the Adviser expects to hold
a relatively small number of issues in the portfolio, thus increasing the
importance of each such holding.
The Adviser's investment process begins with a top-down analysis of economic and
industry sectors that it considers to have the best potential for emerging
technology to drive long-term growth. It then focuses in on the present or
potential key performers in those areas based on a highly subjective analysis of
individual companies' fundamental values such as earnings growth potential and
the quality of corporate management. The Adviser generally does not base stock
selections on a company's size, but rather on its assessment of a company's
fundamental prospects for growth. As a result, the Fund may own stocks of small
to medium capitalization companies and may own stocks of newer, less-established
companies of any size. The Adviser buys and holds companies for the long-term,
and seeks to keep portfolio turnover to a minimum.
PRINCIPAL RISKS OF INVESTING IN THE BLACK OAK EMERGING TECHNOLOGY FUND
The Fund is subject to the risk that equity securities may not perform as well
as other asset classes, such as fixed income securities. In addition, the Fund
is subject to the risk that the
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securities of emerging technology issuers that the Fund purchases will
underperform other segments of the equity market as a whole.
To the extent that the Fund's investments are focused in issuers conducting
business in emerging technology industries, the Fund is subject to legislative
or regulatory changes, adverse market conditions and/or increased competition
affecting that industry. The prices of emerging technology companies may
fluctuate widely due to competitive pressures, increased sensitivity to short
product cycles and aggressive pricing, problems related to bringing products to
market and rapid obsolescence of products. Some of the companies involved in
emerging technology industries may be regarded as developmental stage companies,
without revenues or operating income, or near-term prospects for them.
The Fund is non-diversified, which means that it may invest in the securities of
relatively few issuers. As a result, the Fund may be more susceptible than a
diversified Fund to a single adverse economic or political occurrence affecting
one or more of these issuers, and may experience increased volatility due to its
investments in those securities.
The Fund invests in smaller capitalization companies and companies with
relatively short operating histories. These companies may be more vulnerable to
adverse business or economic events than larger or more established companies.
In particular, these companies may have limited product lines, markets and
financial resources, and may depend upon a relatively small management group.
Therefore, smaller capitalization stocks may be more volatile than those of
larger companies. In addition, companies with little or no operating history may
be more volatile than established companies with proven track records.
PERFORMANCE INFORMATION
There is no performance information for the Fund because it has not yet
commenced operations.
FUND FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load)
(as a percentage of net asset value) None
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends and other Distributions
(as a percentage of offering price) None
Redemption Fee (as a percentage of amount redeemed,
if applicable) None
Exchange Fee None
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ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)*
Investment Advisory Fees 0.74%
Other Expenses 0.46%
-----
Total Annual Fund Operating Expenses 1.20%**
Fee Waivers and Expense Reimbursements (0.20)%
-----
Net Expenses 1.00%
* The Fund's Adviser has contractually agreed to waive fees and to
reimburse expenses in order to keep total operating expenses from exceeding
1.00% for a period of one year from the date of this Prospectus. For more
information about these fees, see "Investment Adviser."
** Estimated
EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of the period.
The Example also assumes that each year your investment has a 5% return, Fund
operating expenses remain the same and you reinvest all dividends and
distributions. Although your actual costs and returns might be different, your
approximate costs of investing $10,000 in the Fund would be:
1 YEAR 3 YEARS
$102 $361
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MORE INFORMATION ABOUT FUND INVESTMENTS
This prospectus describes the Fund's primary strategies, and the Fund will
normally invest in the types of securities described in this prospectus.
However, in addition to the investments and strategies described in this
prospectus, the Fund also may invest in other securities, use other strategies
and engage in other investment practices. These investments and strategies, as
well as those described in this prospectus, are described in detail in our
Statement of Additional Information. Of course, we cannot guarantee that the
Fund will achieve its investment goal.
The investments and strategies described in this prospectus are those that we
use under normal conditions. During unusual economic or market conditions, or
for temporary defensive or liquidity purposes, the Fund may invest up to 100% of
its assets in money market instruments that would not ordinarily be consistent
with the Fund's objectives. The Fund will do so only if the Adviser believes
that the risk of loss outweighs the opportunity for capital gains.
INVESTMENT ADVISER
The Investment Adviser makes investment decisions for the Fund and continuously
reviews, supervises and administers the Fund's respective investment program.
The Board of Trustees of Oak Associates Funds supervises the Adviser and
establishes policies that the Adviser must follow in its management activities.
Oak Associates, ltd. serves as the Adviser to the Fund. As of [ , 2000], Oak
Associates, ltd. had approximately [$ ] billion in assets under management. The
Adviser's principal place of business is 3875 Embassy Parkway, Suite 250, Akron,
Ohio 44333. For its services, the Adviser is entitled to a fee, which is
calculated daily and paid monthly, at an annual rate of .74% of the average
daily net assets of the Fund. The Adviser has contractually agreed for a period
of one year from the date of the prospectus to waive all or a portion of its fee
for the Fund and to reimburse expenses of the Fund in order to limit the Fund's
total operating expenses to an annual rate of not more than 1.00% of average
daily net assets.
PORTFOLIO MANAGERS
The Fund is co-managed by James D. Oelschlager and Thomas H. Hipp.
Mr. Oelschlager has served as President of Oak Associates, ltd. and its
predecessor since 1985. He has managed the Pin Oak Aggressive Stock Fund and
White Oak Growth Stock Fund and co-managed the Red Oak Technology Select Fund
since inception. He has more than 31 years of investment experience. Prior to
founding Oak Associates, ltd., Mr. Oelschlager served as Director of Pension
Investments/Assistant Treasurer for the Firestone Tire & Rubber Company.
Mr. Hipp has served as an Equity Research Analyst for Oak Associates, ltd. since
1993. He has more than 7 years of investment experience.
PURCHASING, SELLING AND EXCHANGING FUND SHARES
This section tells you how to purchase, sell (sometimes called "redeem") and
exchange shares of the Fund.
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Shares of the Fund are for individual and institutional investors.
HOW TO PURCHASE FUND SHARES
You may purchase shares directly by:
o Mail
o Telephone
o Wire, or
o Automated Clearing House (ACH).
To purchase shares directly from us, complete and send in the enclosed
application. If you need an application or have questions, please call
1-888-462-5386. Unless you arrange to pay by wire or through ACH, write your
check, payable in U.S. dollars, to "Oak Associates Funds" and include the name
of the Fund on the check. The Fund cannot accept third-party checks, credit
cards, credit card checks or cash.
You may also buy shares through accounts with brokers and other institutions
that are authorized to place trades in Fund shares for their customers. If you
invest through an authorized institution, you will have to follow its
procedures, which may be different from the procedures for investing directly.
Your broker or institution may charge a fee for its services, in addition to the
fees charged by the Fund. You will also generally have to address your
correspondence or questions regarding the Fund to your institution.
GENERAL INFORMATION
You may purchase shares on any day that the New York Stock Exchange (NYSE) is
open for business (a Business Day). Shares cannot be purchased by Federal
Reserve wire on days that either the NYSE or the Federal Reserve is closed.
The Fund may reject any purchase order if it determines that accepting the order
would not be in the best interests of the Fund or its shareholders.
The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Fund receives your purchase order.
The Fund calculates its NAV once each Business Day as of the regularly-scheduled
close of normal trading on the NYSE (normally, 4:00 p.m. Eastern time). So, for
you to receive the current Business Day's NAV, generally the Fund must receive
your purchase order before 4:00 p.m. Eastern time.
HOW WE CALCULATE NAV
NAV for one Fund share is the value of that share's portion of all of the net
assets of the Fund.
In calculating NAV, the Fund generally values its investment portfolio at market
price. If market prices are unavailable or the Fund thinks that they are
unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees.
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MINIMUM PURCHASES
To purchase shares for the first time, you must invest at least $2,000 in the
Fund. Your subsequent investments in the Fund must be made in amounts of at
least $50.
SYSTEMATIC INVESTMENT PLAN
If you have a checking or savings account with a bank, you may purchase shares
of the Fund automatically through regular deductions from your account in
amounts of at least $25 per month.
HOW TO SELL YOUR FUND SHARES
If you own your shares through an account with a broker or other institution,
contact that broker or institution to sell your shares. Your broker or
institution may charge a fee for its services, in addition to the fees charged
by the Fund.
If you own your shares directly, you may sell your shares on any Business Day by
contacting the Fund directly by mail or telephone at 1-888-462-5386.
If you would like to close your account or have your sale proceeds sent to a
third party or an address other than your own, please notify the Fund in writing
and include a signature guarantee by a bank or other financial institution (a
notarized signature is not sufficient).
The sale price of each share will be the next NAV determined after the Fund
receives your request.
SYSTEMATIC WITHDRAWAL PLAN
If you have at least $25,000 in your account, you may use the systematic
withdrawal plan. Under the plan you may arrange monthly, quarterly, semi-annual
or annual automatic withdrawals of at least $100 from the Fund. The proceeds of
each withdrawal will be mailed to you by check or, if you have a checking or
savings account with a bank, electronically transferred to your account.
RECEIVING YOUR MONEY
Normally, we will send your sale proceeds within seven days after we receive
your request. Your proceeds can be wired to your bank account (subject to a $10
fee) or sent to you by check. IF YOU RECENTLY PURCHASED YOUR SHARES BY CHECK,
REDEMPTION PROCEEDS MAY NOT BE AVAILABLE UNTIL YOUR CHECK HAS CLEARED (WHICH MAY
TAKE UP TO 15 DAYS FROM YOUR DATE OF PURCHASE).
REDEMPTIONS IN KIND
We generally pay sale (redemption) proceeds in cash. However, under unusual
conditions that make the payment of cash unwise (and for the protection of the
Fund's remaining shareholders) we might pay all or part of your redemption
proceeds in liquid securities with a market value equal to the redemption price
(redemption in kind). It is unlikely that your shares would ever be redeemed in
kind, but if they were you would probably have to pay transaction costs to sell
the securities distributed to you, as well as taxes on any capital gains from
the sale as with any redemption.
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INVOLUNTARY REDEMPTIONS OF YOUR SHARES
If your account balance drops below $2,000 because of redemptions, the Fund may
redeem your shares. But, we will always give you at least 60 days' written
notice to give you time to add to your account and avoid the redemption of your
shares.
SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES
The Fund may suspend your right to sell your shares if the NYSE restricts
trading, the Securities and Exchange Commission (SEC) declares an emergency or
for other reasons. More information about this is in our Statement of Additional
Information.
HOW TO EXCHANGE YOUR SHARES
You may exchange your shares on any Business Day by contacting us directly by
mail or telephone.
You may also exchange shares through your financial institution by mail or
telephone.
IF YOU RECENTLY PURCHASED SHARES BY CHECK OR THROUGH ACH, YOU MAY NOT BE ABLE TO
EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15 DAYS
FROM YOUR DATE OF PURCHASE). This exchange privilege may be changed or canceled
at any time upon 60 days' written notice.
When you exchange shares, you are really selling your shares and buying other
Fund shares. So, your sale price and purchase price will be based on the NAV
next calculated after the Fund receives your exchange request.
TELEPHONE TRANSACTIONS
Purchasing, selling and exchanging Fund shares over the telephone is extremely
convenient, but not without risk. Although the Fund has certain safeguards and
procedures to confirm the identity of callers and the authenticity of
instructions, the Fund is not responsible for any losses or costs incurred by
following telephone instructions we reasonably believe to be genuine. If you or
your financial institution transact with the Fund over the telephone, you will
generally bear the risk of any loss.
DIVIDENDS AND DISTRIBUTIONS
The Fund distributes its income annually and the Fund makes distributions of
capital gains, if any, at least annually. If you own Fund shares on the Fund's
record date, you will be entitled to receive the distribution.
You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify the Fund in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after the Fund
receives your written notice. To cancel your election, simply send the Fund
written notice.
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TAXES
PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below we have summarized some important tax issues
that affect the Fund and its shareholders. This summary is based on current tax
laws, which may change.
The Fund will distribute substantially all of its income and capital gains, if
any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. Distributions you
receive from the Fund may be taxable as ordinary income or capital gains whether
or not you reinvest them. Income distributions are generally taxable at ordinary
income tax rates. Capital gains distributions are generally taxable at the rates
applicable to long-term capital gains. EACH SALE OR EXCHANGE OF FUND SHARES IS A
TAXABLE EVENT.
MORE INFORMATION ABOUT TAXES IS IN THE STATEMENT OF ADDITIONAL INFORMATION.
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OAK ASSOCIATES FUNDS
INVESTMENT ADVISER
Oak Associates, ltd.
DISTRIBUTOR
SEI Investments Distribution Co.
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP
More information about Oak Associates Funds is available without charge through
the following:
STATEMENT OF ADDITIONAL INFORMATION (SAI)
The SAI dated December 1, 2000, includes detailed information about the Black
Oak Emerging Technology Fund. The SAI is on file with the SEC and is
incorporated by reference into this prospectus. This means that the SAI, for
legal purposes, is a part of this prospectus.
ANNUAL AND SEMI-ANNUAL REPORTS
These reports, when available, list the Fund's holdings and contain information
from the Fund's managers about strategies, and recent market conditions and
trends and their impact on Fund performance. The reports also contain detailed
financial information about the Fund.
TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION:
BY TELEPHONE: Call 1-888-462-5386
BY MAIL:
Oak Associates Funds
P.O. Box 219441
Kansas City, Missouri 64121-9441
BY INTERNET: WWW.OAKASSOCIATES.COM
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FROM THE SEC: You can also obtain the SAI or the Annual and Semi-annual reports,
as well as other information about Oak Associates Funds, from the EDGAR Database
on the SEC's website ("http://www.sec.gov"). You may review and copy documents
at the SEC Public Reference Room in Washington, DC (for information on the
operation of the Public Reference Room, call 202-942-8090). You may request
documents by mail from the SEC, upon payment of a duplicating fee, by writing
to: Securities and Exchange Commission, Public Reference Section, Washington, DC
20549-0102. You may also obtain this information, upon payment of a duplicating
fee, by e-mailing the SEC at the following address: [email protected]. Oak
Associates Funds' Investment Company Act registration number is 811-08549.
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TRUST: OAK ASSOCIATES FUNDS
FUND: BLACK OAK EMERGING TECHNOLOGY FUND
DECEMBER 1, 2000
INVESTMENT ADVISER:
OAK ASSOCIATES, LTD.
This Statement of Additional Information is not a prospectus. It is intended to
provide additional information regarding the activities and operations of the
Black Oak Emerging Technology Fund (the "Fund") of Oak Associates Funds (the
"Trust") and should be read in conjunction with the Trust's prospectus dated
December 1, 2000. This Statement of Additional Information is incorporated by
reference into the Trust's Prospectus. The Prospectus may be obtained by writing
to the Trust or calling toll-free 1-888-462-5386.
TABLE OF CONTENTS
THE TRUST ............................................ S-2
ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES
AND POLICIES ...................................... S-2
DESCRIPTION OF PERMITTED INVESTMENTS ................. S-4
INVESTMENT LIMITATIONS ............................... S-10
THE ADVISER .......................................... S-12
THE ADMINISTRATOR .................................... S-13
THE DISTRIBUTOR ...................................... S-14
THE TRANSFER AGENT ................................... S-14
THE CUSTODIAN ........................................ S-15
INDEPENDENT PUBLIC ACCOUNTANTS ....................... S-15
LEGAL COUNSEL ........................................ S-15
TRUSTEES AND OFFICERS OF THE TRUST ................... S-15
CALCULATION OF TOTAL RETURN .......................... S-17
PURCHASING SHARES .................................... S-17
REDEEMING SHARES ..................................... S-18
DETERMINATION OF NET ASSET VALUE ..................... S-18
TAXES ................................................ S-19
FUND TRANSACTIONS .................................... S-22
DESCRIPTION OF SHARES ................................ S-23
SHAREHOLDER LIABILITY ................................ S-23
LIMITATION OF TRUSTEES' LIABILITY .................... S-24
CODE OF ETHICS ....................................... S-24
EXPERTS .............................................. S-24
APPENDIX ............................................. A-1
S-1
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THE TRUST
This Statement of Additional Information relates to the Fund. The Fund is a
separate series of the Trust, an open-end investment management company
established under Massachusetts law as a Massachusetts business trust under a
Declaration of Trust dated November 6, 1997. The Declaration of Trust permits
the Trust to offer separate series ("funds") of shares of beneficial interest
("shares"). The Fund is a separate mutual fund, and each share of the Fund
represents an equal proportionate interest. All consideration received by the
Trust for shares of the Fund and all assets of the Fund belong to the Fund and
would be subject to liabilities related thereto. No investment in shares of the
Fund should be made without first reading the Fund's Prospectus. Capitalized
terms not defined herein are defined in the Prospectus offering shares of the
Fund.
The Trust pays its (i) operating expenses, including fees of its service
providers, expenses of preparing prospectuses, proxy solicitation material and
reports to shareholders, costs of custodial services and registering its shares
under federal and state securities laws, pricing and insurance expenses,
brokerage costs, interest charges, taxes and organization expenses and (ii) pro
rata share of the Trust's other expenses, including audit and legal expenses.
VOTING RIGHTS
Each share held entitles the shareholder of record to one vote for each dollar
invested. In other words, each shareholder of record is entitled to one vote for
each dollar of net asset value of the shares held on the record date for the
meeting. The Fund will vote separately on matters relating solely to it. As a
Massachusetts business trust, the Trust is not required, and does not intend, to
hold annual meetings of shareholders. Shareholders approval will be sought,
however, for certain changes in the operation of the Trust and for the election
of Trustees under certain circumstances.
In addition, a Trustee may be removed by the remaining Trustees or by
shareholders at a special meeting called upon written request of shareholders
owning at least 10% of the outstanding shares of the Trust. In the event that
such a meeting is requested, the Trust will provide appropriate assistance and
information to the shareholders requesting the meeting.
ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES
AND POLICIES
The Fund seeks long-term capital growth. This investment objective is
fundamental and cannot be changed without the consent of shareholders. Current
income is incidental to the Fund's objective.
The Fund is considered a "non-diversified" investment company, and may invest in
fewer companies than diversified investment companies that spread their
investments among
S-2
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many companies. The Fund will normally be as fully invested as practicable (at
least 65% of its assets) in common stocks of emerging technology issuers that
the Adviser considers to be best positioned to experience above-average growth
and/or become market leaders in the "emerging" (or fastest growing) segments of
the technology sector. As secondary strategies, the Fund may also invest in
warrants and rights to purchase common stocks, debt securities and preferred
stocks convertible into common stocks, ADRs, purchase put and call options and
write covered call options on fixed income and equity securities, enter into
futures contracts (including index futures contracts), purchase options on
futures contracts, lend its securities and sell securities short. It may also
invest in money market securities for liquidity purposes.
Emerging technology companies operate in industries that the Adviser believes
have the potential to develop or are expected to benefit from new technology or
significant improvements or enhancements to existing technology. Current
examples of emerging technology companies include those developing, producing or
distributing products or services related to computer networking, fiber optics
and photonics, data storage, bandwidth enhancement, wireless and other
communications technology, and combinations of high-speed voice, video and data
transfer. There is, however, no guarantee that these types of companies will be
the focus of future Fund investments given the speed of technological
development. While the Fund has no current intention to invest in initial public
offerings ("IPOs"), and investing in IPOs is not part of the Fund's principal
investment strategies, the Fund may buy certain IPOs if they are consistent with
the Fund's investment policies.
The Adviser generally does not base stock selection on the size of companies and
"emerging" technology companies with the greatest potential for growth may have
small to medium market capitalizations.
IN GENERAL
The Fund will invest primarily (at least 65% of its assets) in the securities
described in the prospectus. The Fund will purchase securities that the Adviser
believes have strong earnings potential and reasonable market valuations
relative to the market as a whole and common stocks of companies in the same
respective industry classifications. The Fund will purchase only those
securities that are traded in the United States on registered exchanges or the
over-the-counter market.
In addition to the Fund's principal investments, the Fund may also invest in
other securities which are not part of its principal investment strategy,
consistent with the Fund's investment objective.
The Fund may invest in debt securities rated AAA by Standard & Poor's
Corporation ("S&P"). Debt rated AAA has the highest rating S&P assigns to a debt
obligation. Such a rating indicates an extremely strong capacity to pay
principal and interest.
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Under normal conditions, the Fund may hold up to 15% of its total assets in cash
and investments in the money market instruments described below in order to
maintain liquidity or if the Adviser determines that securities meeting the
Fund's investment objective and policies are not otherwise readily available for
purchase.
The Adviser will enter into repurchase agreements on behalf of a Fund only with
financial institutions deemed to present minimal risk of bankruptcy during the
term of the agreement based on guidelines established and periodically reviewed
by the Trustees.
The Fund will not invest more than 15% of its net assets in illiquid securities.
For temporary defensive purposes during periods when the Adviser determines that
conditions warrant, the Fund may invest up to 100% of its assets in money market
instruments (including securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities; certificates of deposit, time deposits and
bankers' acceptances issued by banks or savings & loan associations having net
assets of at least $500 million as of the end of their most recent fiscal year;
commercial paper rated at least A-1 by S&P or Prime-1 by Moody's Investors
Service, Inc.; repurchase agreements involving the foregoing securities; and, to
the extent permitted by applicable law, shares of other investment companies
investing solely in money market instruments) and in cash.
For a description of certain permitted investments, see "Description of
Permitted Investments" in this Statement of Additional Information. For a
description of ratings, see the Appendix in this Statement of Additional
Information.
DESCRIPTION OF PERMITTED INVESTMENTS
The following policies regarding Fund investments supplement those set forth in
the prospectus and contain more detailed information about types of instruments
in which the Fund may invest, strategies the Adviser may employ in pursuit of
the Fund's investment objective, and a summary of related risks. Each of these
investments and strategies represent secondary or "non-principal" investments
and strategies and are not part of the Fund's principal investment strategy.
Currently, the Fund expects to be fully invested in common stocks, but may
purchase other securities, such as money market securities, for cash management
purposes or when investing for temporary defensive purposes. The Adviser may not
buy all or any of these instruments or use all or any these techniques unless it
believes that doing so will help the Fund achieve its goal.
AMERICAN DEPOSITARY RECEIPTS ("ADRS")
ADRs are securities, typically issued by a U.S. financial institution (a
"depositary"), that evidence ownership interests in a security or a pool of
securities issued by a foreign issuer and deposited with the depositary. ADRs
may be available through "sponsored" or
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"unsponsored" facilities. A sponsored facility is established jointly by the
issuer of the security underlying the receipt and a depositary, whereas an
unsponsored facility may be established by a depositary without participation by
the issuer of the underlying security. Holders of unsponsored depositary
receipts generally bear all the costs of the unsponsored facility. The
depositary of an unsponsored facility frequently is under no obligation to
distribute shareholder communications received from the issuer of the deposited
security or to pass through, to the holders of the receipts, voting rights with
respect to the deposited securities.
BANKERS' ACCEPTANCE
Bankers' acceptances are bills of exchange or time drafts drawn on and accepted
by a commercial bank. Bankers' acceptances are used by corporations to finance
the shipment and storage of goods. Maturities are generally six months or less.
CERTIFICATES OF DEPOSIT
Certificates of deposit are interest bearing instruments with a specific
maturity. They are issued by banks and savings and loan institutions in exchange
for the deposit of funds and normally can be traded in the secondary market
prior to maturity. Certificates of deposit with penalties for early withdrawal
will be considered illiquid.
COMMERCIAL PAPER
Commercial paper is a term used to describe unsecured short-term promissory
notes issued by banks, municipalities, corporations and other entities.
Maturities on these issues vary from a few to 270 days.
CONVERTIBLE SECURITIES
Convertible securities are corporate securities that are exchangeable for a set
number of another security at a prestated price. Convertible securities
typically have characteristics of both fixed income and equity securities.
Because of the conversion feature, the market value of a convertible security
tends to move with the market value of the underlying stock. The value of a
convertible security is also affected by prevailing interest rates, the credit
quality of the issuer and any call provisions.
FUTURES AND OPTIONS ON FUTURES
As consistent with the Fund's investment objectives, the Fund may enter into
futures contracts and options on futures contracts traded on an exchange
regulated by the Commodities Futures Trading Commission ("CFTC"), either for
"bona fide hedging purposes" (as defined by the CFTC), or for non-hedging
purposes to the extent that the aggregate initial margin and premiums on such
positions (excluding the amount by which options are in the money) do not exceed
5% of the Fund's net assets.
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The Fund may buy and sell futures contracts and related options to manage its
exposure to changing interest rates and security prices. Some futures
strategies, including selling futures, buying puts and writing calls, reduce the
Fund's exposure to price fluctuations. Other strategies, including buying
futures, writing puts and buying calls, tend to increase market exposure.
Futures and options may be combined with each other in order to adjust the risk
and return characteristics of the overall portfolio. The Fund may invest in
futures and related options based on any type of security or index traded on
U.S. or foreign exchanges or over-the-counter, as long as the underlying
securities, or securities represented by an index, are permitted investments of
the Fund.
Options and futures can be volatile instruments, and involve certain risks. If
the Adviser applies a hedge at an inappropriate time or judges market movements
incorrectly, options and futures strategies may lower the Fund's return. The
Fund could also experience losses if the prices of its options and futures
positions were poorly correlated with its other instruments, or if it could not
close out its positions because of an illiquid secondary market.
In order to cover any obligations it may have under options or futures
contracts, the Fund will either own the underlying asset, have a contract to
acquire such an asset without additional cost or set aside, in a segregated
account, liquid assets in an amount at least equal in value to such obligations.
ILLIQUID SECURITIES
Illiquid securities are securities that cannot be disposed of within seven days
at approximately the price at which they are being carried on a Fund's books. An
illiquid security includes a demand instrument with a demand notice period
exceeding seven days, where there is no secondary market for such security, and
repurchase agreements with a remaining term to maturity in excess of seven days.
INVESTMENT COMPANY SHARES
The Fund may invest in shares of other investment companies, to the extent
permitted by applicable law and subject to certain restrictions. These
investment companies typically incur fees that are separate from those fees
incurred directly by the Fund. A Fund's purchase of such investment company
securities results in the layering of expenses, such that shareholders would
indirectly bear a proportionate share of the operating expenses of such
investment companies, including advisory fees, in addition to paying Fund
expenses. Under applicable regulations, a Fund is prohibited from acquiring the
securities of another investment company if, as a result of such acquisition:
(1) the Fund owns more than 3% of the total voting stock of the other company;
(2) securities issued by any one investment company represent more than 5% of
the Fund's total assets; or (3) securities (other than treasury stock) issued by
all investment companies represent more than 10% of the total assets of the
Fund. See also "Investment Limitations."
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It is the position of the staff of the Securities and Exchange Commission
("SEC") that certain non-governmental issuers of collateralized mortgage
obligations ("CMOs") constitute investment companies pursuant to the Investment
Company Act of 1940, as amended (the "1940 Act"), and either (a) investments in
such instruments are subject to the limitations set forth above or (b) the
issuers of such instruments have received orders from the SEC exempting such
instruments from the definition of investment company.
OPTIONS
Put and call options for various securities and indices are traded on national
securities exchanges. As consistent with the Fund's investment objectives,
options may be used by the Fund from time to time as the Adviser deems to be
appropriate. Options will generally be used for hedging purposes, but also may
be used for other purposes consistent with the Fund's investment objectives.
A put option gives the purchaser of the option the right to sell, and the writer
the obligation to buy, the underlying security at any time during the option
period. A call option gives the purchaser of the option the right to buy, and
the writer of the option the obligation to sell, the underlying security at any
time during the option period. The premium paid to the writer is the
consideration for undertaking the obligations under the option contract. The
initial purchase (sale) of an option contract is an "opening transaction." In
order to close out an option position, the Fund may enter into a "closing
transaction" - the sale (purchase) of an option contract on the same security
with the same exercise price and expiration date as the option contract
originally opened.
Although the Fund may engage in option transactions as hedging transactions and
for other purposes consistent with its investment objectives, there are risks
associated with such investments including the following: (i) the success of a
hedging strategy may depend on the ability of the Adviser to predict movements
in the prices of the individual securities, fluctuations in markets and
movements in interest rates; (ii) there may be an imperfect or no correlation
between the changes in market value of the securities held by the Fund and the
prices of options; (iii) there may not be a liquid secondary market for options;
and (iv) while the Fund will receive a premium when it writes covered call
options, it may not participate fully in a rise in the market value of the
underlying security. The Fund is permitted to engage in option transactions with
respect to securities that are permitted investments and related indices.
Insofar as the Fund writes call options, it will write only covered call
options.
REPURCHASE AGREEMENTS
Repurchase Agreements are agreements by which a person (e.g., a Fund) obtains a
security and simultaneously commits to return the security to the seller (a
member bank of the Federal Reserve System or primary securities dealer as
recognized by the Federal Reserve Bank of New York) at an agreed upon price
(including principal and interest) on an agreed upon date within a number of
days (usually not more than seven) from the date
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of purchase. The resale price reflects the purchase price plus an agreed upon
market rate of interest which is unrelated to the coupon rate or maturity of the
underlying security. A repurchase agreement involves the obligation of the
seller to pay the agreed upon price, which obligation is in effect secured by
the value of the underlying security.
Repurchase agreements are considered to be loans by the Fund for purposes of its
investment limitations. The repurchase agreements entered into by the Fund will
provide that the underlying security at all times shall have a value at least
equal to 102% of the resale price stated in the agreement (the Adviser monitors
compliance with this requirement). Under all repurchase agreements entered into
by the Fund, the custodian or its agent must take possession of the underlying
collateral. However, if the seller defaults, the Fund could realize a loss on
the sale of the underlying security to the extent that the proceeds of the sale,
including accrued interest, are less than the resale price provided in the
agreement including interest. In addition, even though the Bankruptcy Code
provides protection for most repurchase agreements, if the seller should be
involved in bankruptcy or insolvency proceedings, the Fund may incur delay and
costs in selling the underlying security or may suffer a loss of principal and
interest if the Fund is treated as an unsecured creditor and is required to
return the underlying security to the seller's estate.
SECURITIES OF FOREIGN ISSUERS
Investments in the securities of foreign issuers may subject the Fund to
investment risks that differ in some respects from those related to investments
in securities of U.S. issuers. Such risks include future adverse political and
economic developments, possible imposition of withholding taxes on income,
possible seizure, nationalization or expropriation of foreign deposits, possible
establishment of exchange controls or taxation at the source or greater
fluctuation in value due to changes in exchange rates. Foreign issuers of
securities often engage in business practices different from those of domestic
issuers of similar securities, and there may be less information publicly
available about foreign issuers. In addition, foreign issuers are, generally
speaking, subject to less government supervision and regulation and different
accounting treatment than are those in the United States.
SECURITIES OF SMALL- AND MID-CAPITALIZATION ISSUERS
The Fund may invest, in common stocks of U.S. companies with small to medium
market capitalizations. Investing in smaller capitalization companies involves
greater risk than is customarily associated with investments in larger, more
established companies. This increased risk may be due to the greater business
risks of smaller size, limited markets and financial resources, narrow product
lines and frequent lack of depth of management. The securities of smaller
companies are often traded in the over-the-counter market and even if listed on
a national securities exchange may not be traded in volumes typical for that
exchange. Consequently, the securities of smaller companies are less likely to
be liquid, may have limited market stability, and may be subject to more abrupt
or erratic
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market movements than securities of larger, more established growth companies or
the market averages in general.
SHORT SALES
As consistent with the Fund's investment objectives, the Fund may engage in
short sales that are either "uncovered" or "against the box." A short sale is
"against the box" if at all times during which the short position is open, the
Fund owns at least an equal amount of the securities or securities convertible
into, or exchangeable without further consideration for, securities of the same
issue as the securities that are sold short.
Uncovered short sales are transactions under which the Fund sells a security it
does not own. To complete such a transaction, the Fund must borrow the security
to make delivery to the buyer. The Fund then is obligated to replace the
security borrowed by purchasing the security at the market price at the time of
the replacement. The price at such time may be more or less than the price at
which the security was sold by the Fund. Until the security is replaced, the
Fund is required to pay the lender amounts equal to any dividends or interest
that accrue during the period of the loan. To borrow the security, the Fund also
may be required to pay a premium, which would increase the cost of the security
sold. The proceeds of the short sale will be retained by the broker, to the
extent necessary to meet margin requirements, until the short position is closed
out.
Until the Fund closes its short position or replaces the borrowed security, the
Fund will: (a) maintain a segregated account containing cash or liquid
securities at such a level that (i) the amount deposited in the account plus the
amount deposited with the broker as collateral will equal the current value of
the security sold short; and (ii) the amount deposited in the segregated account
plus the amount deposited with the broker as collateral will not be less than
the market value of the security at the time the security was sold short, or (b)
otherwise cover the Fund's short position.
TIME DEPOSITS
Time deposits are non-negotiable receipts issued by a bank in exchange for the
deposit of funds. Like a certificate of deposit, it earns a specified rate of
interest over a definite period of time; however, it cannot be traded in the
secondary market. Time deposits with a withdrawal penalty or that mature in more
than seven days are considered to be illiquid securities.
U.S. GOVERNMENT AGENCY OBLIGATIONS
These include obligations issued or guaranteed by agencies of the U.S.
Government, including, among others, the Federal Farm Credit Bank, the Federal
Housing Administration and the Small Business Administration, and obligations
issued or guaranteed by instrumentalities of the U.S. Government, including,
among others, the Federal Home Loan Mortgage Corporation, the Federal Land Banks
and the U.S. Postal
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Service. Some of these securities are supported by the full faith and credit of
the U.S. Treasury, others are supported by the right of the issuer to borrow
from the Treasury, while still others are supported only by the credit of the
instrumentality. Guarantees of principal by agencies or instrumentalities of the
U.S. Government may be a guarantee of payment at the maturity of the obligation
so that in the event of a default prior to maturity there might not be a market
and thus no means of realizing on the obligation prior to maturity. Guarantees
as to the timely payment of principal and interest do not extend to the value or
yield of these securities nor to the value of the Fund's shares.
U.S. GOVERNMENT DIRECT OBLIGATIONS
U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S.
Treasury and separately traded interest and principal component parts of such
obligations that are transferable through the federal book-entry system known as
Separately Traded Registered Interest and Principal Securities ("STRIPS").
WARRANTS AND RIGHTS
Warrants and rights are instruments that entitle the holder to buy an equity
security at a specific price for a specific period of time. Changes in the value
of a warrant or right do not necessarily correspond to changes in the value of
its underlying security. The price of a warrant or right may be more volatile
than the price of its underlying security, and a warrant may offer greater
potential for capital appreciation as well as capital loss. Warrants and rights
do not entitle a holder to dividends or voting rights with respect to the
underlying security and do not represent any rights in the assets of the issuing
company. A warrant or right ceases to have value if it is not exercised prior to
its expiration date. These factors can make warrants and rights more speculative
than other types of investments.
INVESTMENT LIMITATIONS
FUNDAMENTAL POLICIES
The following investment limitations are fundamental policies of the Fund that
cannot be changed with respect to the Fund without the consent of the holders of
a majority of the Fund's outstanding shares. The phrase "majority of the
outstanding shares" means the vote of (i) 67% or more of the Fund's shares
present at a meeting, if more than 50% of the outstanding shares of the Fund are
present or represented by proxy, or (ii) more than 50% of the Fund's outstanding
shares, whichever is less.
The Fund may not:
1. Purchase any securities that would cause more than 25% of the total
assets of the Fund to be invested in the securities of one or more
issuers conducting their principal business activities in the same
industry. This limitation does not apply to
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(i) investments in the obligations issued or guaranteed by the U.S.
government or its agencies and instrumentalities, and (ii) repurchase
agreements involving such securities.
2. For purposes of this limitation (i) utility companies will be divided
according to their services, for example, gas, gas transmission,
electric and telephone will each be considered a separate industry;
(ii) financial service companies will be classified according to the
end users of their services, for example, automobile finance, bank
finance and diversified finance will each be considered a separate
industry; technology companies will be divided according to their
respective product lines and services; (iii) supranational entities
will be considered to be a separate industry; and (iv) asset-backed
securities secured by distinct types of assets, such as truck and auto
loan leases, credit card receivables and home equity loans, will each
be considered a separate industry.
3. Borrow money in an amount exceeding 33 1/3% of the value of its total
assets, provided that, for purposes of this limitation, investment
strategies that either obligate the Fund to purchase securities or
require the Fund to segregate assets are not considered to be
borrowing. Asset coverage of at least 300% is required for all
borrowing, except where the Fund has borrowed money for temporary
purposes in an amount not exceeding 5% of its total assets.
4. Make loans if, as a result, more than 33 1/3% of its total assets would
be lent to other parties, except that the Fund may (i) purchase or hold
debt instruments in accordance with its investment objectives and
policies; (ii) enter into repurchase agreements; and (iii) lend its
securities.
5. Act as an underwriter of securities of other issuers except as it may
be deemed an underwriter in selling a portfolio security.
6. Issue senior securities (as defined in the 1940 Act) except as
permitted by rule, regulation or order of the SEC.
NON-FUNDAMENTAL POLICIES
The following investment policies are non-fundamental policies of the Fund and
may be changed by the Fund's Board of Trustees.
The Fund may not:
1. Invest in illiquid securities in an amount exceeding, in the aggregate,
15% of the Fund's net assets.
2. Purchase securities on margin or effect short sales, except that the
Fund may (i) obtain short-term credits as necessary for the clearance
of security transactions;
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(ii) provide initial and variation margin payments in connection with
transactions involving futures contracts and options on such contracts;
and (iii) make short sales "against the box" or in compliance with the
SEC's position regarding the asset segregation requirements imposed by
Section 18 of the 1940 Act.
3. Purchase securities of other investment companies except as permitted
by the 1940 Act, the rules and regulations thereunder or pursuant to an
exemption therefrom.
4. The Fund will not purchase securities while its borrowing exceeds 5% of
its total assets.
5. Purchase or sell real estate, real estate limited partnership
interests, physical commodities or commodities contracts except that a
Fund may purchase commodities contracts relating to financial
instruments, such as financial futures contracts and options on such
contracts.
The foregoing percentages are: (i) based on total assets (except for the
limitation on illiquid securities which is based on net assets); (ii) will apply
at the time of purchase of a security; and (iii) shall not be considered
violated unless an excess or deficiency occurs or exists immediately after as a
result of a purchase of a security.
To meet federal tax requirements for qualification as a "regulated investment
company," at the close of each quarter of its taxable year, the Fund will (a)
limit its investments in the securities of any one issuer (other than U.S.
Government securities or securities of other regulated investment companies)
to no more than 25% of the value of the Fund's total assets; and (b) with
respect to 50% of its total assets, limit its investment in the securities of
any issuer to 5% of the Fund's total assets and will not purchase more than
10% of the outstanding voting securities of any one issuer.
THE ADVISER
Oak Associates, ltd. (the "Adviser") is a professional investment management
firm and registered investment adviser formed in December 1995 by James D.
Oelschlager to continue the business of Oak Associates, a sole proprietorship
founded in 1985. As of [date], the Adviser had discretionary management
authority with respect to approximately [$ ] billion of assets under management.
The principal business address of the Adviser is 3875 Embassy Parkway, Suite
250, Akron, Ohio 44333.
The Advisory Agreement provides that the Adviser shall not be protected against
any liability to the Trust or its shareholders by reason of willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard of its obligations or duties thereunder. The Adviser
serves as the investment adviser for the Fund under an investment advisory
agreement (the "Advisory Agreement"). Under the Advisory Agreement, the Adviser
makes the investment decisions for the assets of the Fund and continuously
reviews, supervises and administers the investment program of the Fund, subject
to the supervision of, and policies established by, the Trustees of the Trust.
In addition to advising the Fund, the Adviser provides advisory services to
pension plans, religious and educational endowments, corporations, 401(k) plans,
profit sharing plans, individual investors and trusts and estates.
For its services, the Adviser is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate of .74% of the average daily net assets of
the Fund. The
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Adviser has contractually agreed for a period of one year from the date of the
prospectus to waive all or a portion of its fee for the Fund and to reimburse
expenses of the Fund in order to limit the Fund's total operating expenses to an
annual rate of not more than 1.00% of average daily net assets. The Adviser may
renew the contractual fee waiver for subsequent periods. The Adviser may, from
its own resources, compensate broker-dealers whose clients purchase shares of
the Fund.
James D. Oelschlager, President of the Adviser and its predecessor since 1985,
co-manages the Fund with Thomas H. Hipp. Mr. Hipp has served as an Equity
Research Analyst for the Adviser since 1993.
The continuance of the Advisory Agreement as to the Fund must be specifically
approved at least annually (i) by the vote of the Trustees or by a vote of the
shareholders of the Fund and (ii) by the vote of a majority of the Trustees who
are not parties to the Advisory Agreement or "interested persons" of any party
thereto, cast in person at a meeting called for the purpose of voting on such
approval. The Advisory Agreement will terminate automatically in the event of
its assignment, and is terminable at any time without penalty by the Trustees of
the Trust or, with respect to the Fund, by a majority of the outstanding shares
of the Fund, on not less than 30 days' nor more than 60 days' written notice to
the Adviser, or by the Adviser on 90 days' written notice to the Trust.
THE ADMINISTRATOR
The Administrator, SEI Investments Mutual Fund Services, a Delaware business
trust, has its principal business offices at Oaks, Pennsylvania 19456. SEI
Investments Management Corporation ("SIMC"), a wholly owned subsidiary of SEI
Investments Company ("SEI Investments"), is the owner of all beneficial interest
in the Administrator. SEI Investments and its subsidiaries and affiliates,
including the Administrator, are leading providers of funds evaluation services,
trust accounting systems, and brokerage and information services to financial
institutions, institutional investors, and money managers. The Administrator and
its affiliates also serve as administrator or sub-administrator to the other
mutual funds including, but without limitation: The Achievement Funds Trust, The
Advisors' Inner Circle Fund, Alpha Select Funds, Amerindo Funds Inc., The Arbor
Fund, ARK Funds, Armada Funds, The Armada Advantage Fund, Bishop Street Funds,
CNI Charter Funds, CUFUND, The Expedition Funds, First American Funds, Inc.,
First American Investment Funds, Inc., First American Strategy Funds, Inc.,
Friends Ivory Funds, HighMark Funds, Huntington Funds, Huntington VA Funds, The
Nevis Fund, Inc., The PBHG Funds, Inc., PBHG Insurance Series Fund, Inc., The
Pillar Funds, SEI Asset Allocation Trust, Pitcairn Funds, SEI Daily Income
Trust, SEI Index Funds, SEI Institutional International Trust, SEI Institutional
Investments Trust, SEI Institutional Managed Trust, SEI Insurance Products
Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI
Classic Variable Trust, TIP Funds, UAM Funds Trust, UAM Funds, Inc. and UAM
Funds, Inc. II.
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The Trust and the Administrator have entered into an administration agreement
(the "Administration Agreement"). Under the Administration Agreement, the
Administrator provides the Trust with administrative services, including
regulatory reporting and all necessary office space, equipment, personnel and
facilities. For these administrative services, The Administrator is entitled to
a fee from the Fund, which is calculated daily and paid monthly, at an annual
rate of 0.15% on the first $250 million of average daily net assets; 0.12%
on the next $200 million; 0.10% on the next $200 million; and 0.08% on
average daily net assets over $650 million. The Administrator also serves as the
shareholder servicing agent for the Fund under a shareholder servicing agreement
with the Trust.
The Administration Agreement provides that the Administrator shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Trust in connection with the matters to which the Administration Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Administrator in the performance of its duties or
from reckless disregard by it of its duties and obligations thereunder. The
Administration Agreement shall remain in effect for a period of five years after
the effective date of the agreement and shall continue in effect for successive
periods of two years unless terminated by either party on not less than 90 days'
prior written notice to the other party.
The Trust and the Administrator have also entered into a shareholder servicing
agreement pursuant to which the Administrator provides certain shareholder
services in addition to those set forth in the Administration Agreement.
THE DISTRIBUTOR
SEI Investments Distribution Co. (the "Distributor"), a wholly owned subsidiary
of SEI Investments, and the Trust are parties to a distribution agreement (the
"Distribution Agreement"). The Distributor will not receive compensation for
distribution of shares of the Fund.
The Distribution Agreement is renewable annually. The Distribution Agreement may
be terminated by the Distributor, by a majority vote of the Trustees who are not
interested persons and have no financial interest in the Distribution Agreement
or by a majority vote of the outstanding securities of the Trust upon not more
than 60 days' written notice by either party or upon assignment by the
Distributor.
THE TRANSFER AGENT
DST Systems, Inc., Kansas City, Missouri, serves as the transfer agent and
dividend disbursing agent for the Trust under a transfer agency agreement with
the Trust.
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THE CUSTODIAN
First Union Bank, N.A., Philadelphia, Pennsylvania, acts as the custodian of the
Trust. The Custodian holds cash, securities and other assets of the Trust as
required by the Investment Company Act of 1940, as amended (the "1940 Act").
INDEPENDENT PUBLIC ACCOUNTANTS
[ ], serves as the independent public accountants of the Trust.
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP, serves as counsel to the Trust.
TRUSTEES AND OFFICERS OF THE TRUST
The management and affairs of the Trust are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trust pays the fees for
unaffiliated Trustees.
JAMES D. OELSCHLAGER (DOB 10/03/42) -- Trustee* -- Managing Member, President,
CIO and Founder of Oak Associates, ltd. since 1985. Assistant Treasurer and
Director of Investment Management of Firestone Tire and Rubber, 1969-1985.
JOHN G. STIMPSON (DOB 03/17/42) -- Trustee** -- Retired since 1993. Board of
Directors, Morgan Stanley Trust Company, 1988-1993. Director of International
Equity Sales, and Equity Sales Manager, Salomon Brothers (New York), 1985-1993.
Director London Office, Salomon Brothers International (London, England),
1972-1985. Institutional Equity RR, duPont Glore Forgan, 1968-1972.
J. JOHN CANON (DOB 01/19/35) -- Trustee** -- Member of Board, Proconex since
1985. President, and Chairman of the Board, Synergistic Partners, Inc.,
1974-1999. Application, Engineering and Sales, Fisher Controls Company,
1961-1974 and Carrier Corporation, 1957-1961.
STANFORD N. PHELPS (DOB 06/15/34) -- Trustee** -- Chairman, Clear Springs Land
Company LLC since 1999. Chairman, S.N. Phelps Realty LLC since 1994. Chairman,
Wyatt Energy, Inc. since 1994. Chairman, Commonwealth Oil Refining Company since
1984. Chairman, Realmark Holdings since 1983. Chairman, S.N. Phelps & Co. since
1986. President & CIO, U.S. Life Advisors and U.S. Life Income Fund, 1972-1974.
Head of Bond Department, Drexel, Harriman & Ripley, 1970-1972. Head of Bond
Sales, F.S. Smithers & Co., 1967-1970. Head of Restructuring/Workout, Citibank,
N.A., 1960-1966.
WILLIAM E. WHITE (DOB 03/09/65) -- President -- Mutual Fund Product Manager of
Oak Associates, ltd., the Adviser, since 1997. Account Director, SEI
Investments, 1994-1997. Lieutenant, United States Navy, 1987-1994.
S-15
<PAGE>
ROBERT J. DELLACROCE (DOB 12/17/63) -- Controller and Chief Financial Officer --
Director, Funds Administration and Accounting of the Administrator since 1994.
Senior Audit Manager, Arthur Andersen LLP, 1986-1994.
TODD B. CIPPERMAN (DOB 02/14/66) -- Vice President and Assistant Secretary --
Senior Vice President and General Counsel of SEI Investments; Senior Vice
President, General Counsel and Secretary of the Administrator and the
Distributor since 2000. Vice President and Assistant Secretary of SEI
Investments, the Administrator and the Distributor, 1995-2000. Associate, Dewey
Ballantine (law firm), 1994-1995. Associate, Winston & Strawn (law firm),
1991-1994.
LYDIA A. GAVALIS (DOB 06/05/64) -- Vice President and Assistant Secretary --
Vice President and Assistant Secretary of SEI Investments, the Administrator and
the Distributor since 1998. Assistant General Counsel and Director of
Arbitration, Philadelphia Stock Exchange, 1989-1998.
JAMES R. FOGGO (DOB 06/30/64) -- Vice President and Assistant Secretary -- Vice
President and Assistant Secretary of SEI Investments since 1998. Vice President
and Assistant Secretary of the Administrator and the Distributor since May 1999.
Associate, Paul Weiss, Rifkind, Wharton & Garrison (law firm), 1998. Associate,
Baker & McKenzie (law firm), 1995-1998. Associate, Battle Fowler L.L.P. (law
firm), 1993-1995. Operations Manager, The Shareholder Services Group, Inc.,
1986-1990.
TIMOTHY D. BARTO (DOB 03/28/68) -- Vice President and Assistant Secretary --
Employed by SEI Investments since October 1999. Vice President and Assistant
Secretary of the Administrator and Distributor since December 1999. Associate at
Dechert Price & Rhoads, 1997-1999. Associate at Richter, Miller & Finn,
1994-1997.
RICHARD W. GRANT (DOB 10/25/45) -- Assistant Secretary -- 1701 Market Street,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, SEI Investments, the Administrator and the Distributor.
JOHN H. GRADY, JR. (DOB 06/01/61) -- Secretary -- 1701 Market Street,
Philadelphia, PA 19103, Partner since 1995, Morgan, Lewis & Bockius LLP (law
firm), counsel to the Trust, SEI Investments, the Administrator and the
Distributor.
JOHN M. FORD (DOB 09/11/69) -- Assistant Secretary -- 1800 M Street, NW,
Washington, DC 20036, Associate since 1998, Morgan, Lewis & Bockius LLP (law
firm), counsel to the Trust, SEI Investments, the Administrator and the
Distributor.
SANDRA H. NOLL (DOB 02/29/64) -- Vice President and Assistant Secretary --
Portfolio Analysis, Compliance Officer, Certified Public Accountant of Oak
Associates, ltd. since 1994. Certified Public Accountant at Lomax, Soful &
Foster, Inc., 1990-1994.
LESLIE MANNA (DOB 03/03/62) -- Vice President and Assistant Secretary -- Mutual
Fund Coordinator, Oak Associates, ltd. since 1997. Employee of Oak Associates,
ltd. 1995-1997. Office Manager of Saltz, Shamis & Goldfarb, 1992-1995.
HEATHER BERG (DOB 07/31/74) -- Vice President and Assistant Secretary -- Mutual
Fund Coordinator, Oak Associates, ltd. since 1998. Employee of Oak Associates,
ltd. 1996-1998.
S-16
<PAGE>
*Mr. Oelschlager is a Trustee who is an "interested" person of
the Fund as that term is defined in the 1940 Act.
**Messrs. Stimpson, Canon and Phelps serve as members of the Audit Committee of
the Fund.
The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays the fees for unaffiliated Trustees.
<TABLE>
<CAPTION>
------------------------------ --------------------- ----------------- ---------------- ----------------------------
Name of Person and Position Aggregate Pension or Estimated Total Compensation from
Compensation paid Retirement Annual the Fund and Fund Complex*
by the Fund for the Benefits Benefits Upon Paid to Trustees for the
most recent fiscal Accrued as Part Retirement most recent fiscal year end
year end of Fund Expenses
------------------------------ --------------------- ----------------- ---------------- ----------------------------
<S> <C> <C> <C>
JOHN T. COONEY** $2,556 N/A N/A $2,556 for services on 1 board
-
------------------------------ --------------------- ----------------- ---------------- ----------------------------
FRANK E. MORRIS *** $543 N/A N/A $543 for services on 1 board
-
------------------------------ --------------------- ----------------- ---------------- ----------------------------
ROBERT PATTERSON** $2,566 N/A N/A $2,556 for services on 1 board
-
------------------------------ --------------------- ----------------- ---------------- ----------------------------
EUGENE B. PETERS** $2,566 N/A N/A $2,556 for services on 1 board
-
------------------------------ --------------------- ----------------- ---------------- ----------------------------
JAMES M. STOREY** $2,566 N/A N/A $2,556 for services on 1 board
-
------------------------------ --------------------- ----------------- ---------------- ----------------------------
WILLIAM M. DORAN** N/A N/A N/A N/A
------------------------------ --------------------- ----------------- ---------------- ----------------------------
ROBERT A. NESHER **# N/A N/A N/A N/A
------------------------------ --------------------- ----------------- ---------------- ----------------------------
GEORGE J. SULLIVAN, JR.** $1,341 N/A N/A $1,341 for services on 1 board
-
------------------------------ --------------------- ----------------- ---------------- ----------------------------
<FN>
* The Trust is the only investment company in the "Fund Complex."
**Resigned as of May 12, 2000.
*** Mr. Morris retired as of December 30, 1998.
# SEI Investments compensates Mr. Nesher for services he provides to SEI Investments.
</FN>
</TABLE>
CALCULATION OF TOTAL RETURN
From time to time the Trust may advertise total return of the Fund. These
figures will be based on historical earnings and are not intended to indicate
future performance.
The total return of the Fund refers to the average annual compounded rate of
return to a hypothetical investment for designated time periods (including but
not limited to, the period from which that Fund commenced operations through the
specified date), assuming that the entire investment is redeemed at the end of
each period. In particular, total return will be calculated according to the
following formula: P (1 + T)n = ERV, where P = a hypothetical initial payment of
$1,000; T = average annual total return; n = number of years; and ERV = ending
redeemable value, as of the end of the designated time period, of a hypothetical
$1,000 payment made at the beginning of the designated time period.
PURCHASING SHARES
Purchases may be made through the Transfer Agent on any day the New York Stock
Exchange is open for business. Shares of the Fund are offered on a continuous
basis.
S-17
<PAGE>
Currently, the Trust is closed for business when the following holidays
are observed: New Year's Day, Martin Luther King Jr. Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
REDEEMING SHARES
Redemptions may be made through the Transfer Agent on any day the New York Stock
Exchange is open for business. Shares of the Fund are offered on a continuous
basis. Currently, the Trust is closed for business when the following holidays
are observed: New Year's Day, Martin Luther King Jr. Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
It is currently the Trust's policy to pay all redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in-kind of securities held by the Fund in
lieu of cash. Shareholders may incur brokerage charges on the sale of any such
securities so received in payment of redemptions.
The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or valuation of the Fund's securities is not reasonably practicable, or
for such other periods as the SEC has by order permitted. The Trust also
reserves the right to suspend sales of shares of the Fund for the period during
which the New York Stock Exchange, the Adviser, the Administrator, the Transfer
Agent and/or the custodian are not open for business.
S-18
<PAGE>
DETERMINATION OF NET ASSET VALUE
The securities of the Fund are valued by the Administrator. The Administrator
will use an independent pricing service to obtain valuations of securities. The
pricing service relies primarily on prices of actual market transactions as well
as trade quotations. However, the service may also use a matrix system to
determine valuations of certain securities, which system considers such factors
as security prices, yields, maturities, call features, ratings and developments
relating to specific securities. The procedures of the pricing service and its
valuations are reviewed by the officers of the Trust under the general
supervision of the Trustees.
TAXES
The following is only a summary of certain federal income tax considerations
generally affecting the Fund and its shareholders that are not described in the
Fund's prospectus. No attempt is made to present a detailed explanation of the
tax treatment of the Fund or its shareholders, and the discussion here and in
the Fund's prospectus is not intended as a substitute for careful tax planning.
Shareholders are urged to consult their tax advisors with specific reference to
their own tax situations, including their state and local tax liabilities.
FEDERAL INCOME TAX TREATMENT OF DIVIDENDS AND DISTRIBUTIONS
The following general discussion of certain federal income tax consequences is
based on the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations issued thereunder as in effect on the date of this Statement of
Additional Information. New legislation, as well as administrative changes or
court decisions, may significantly change the conclusions expressed herein, and
may have a retroactive effect with respect to the transactions contemplated
herein.
QUALIFICATIONS AS A REGULATED INVESTMENT COMPANY
The Fund intends to qualify and elects to be treated as a "regulated investment
company" ("RIC") under Subchapter M of the Code. By following such a policy, the
Fund expects to eliminate or reduce to a nominal amount the federal taxes to
which it may be subject.
In order to be taxable as a RIC, the Fund must distribute at least 90% of its
net investment income (which, includes dividends, taxable interest, and the
excess of net short-term capital gains over net long-term capital losses, less
operating expenses) and at least 90% of its net tax exempt interest income, for
each tax year, if any, to its shareholders and also must meet several additional
requirements. Among these requirements are the following: (i) at least 90% of
the Fund's gross income each taxable year must be derived from dividends,
interest, payments with respect to securities loans, and gains from the sale or
other disposition of stock or securities, or certain other income; (ii) at the
close of each quarter of the Fund's taxable year, at least 50% of the value of
its total assets must be represented by cash and cash items, U.S. Government
securities, securities of other RICs and other securities, with such other
securities limited, in respect to any one issuer, to an amount that does not
exceed 5% of the value of the Fund's assets and that does not
S-19
<PAGE>
represent more than 10% of the outstanding voting securities of such issuer; and
(iii) at the close of each quarter of the Fund's taxable year, not more than 25%
of the value of its assets may be invested in securities (other than U.S.
Government securities or the securities of other RICs) of any one issuer or of
two or more issuers that the Fund controls or that are engaged in the same,
similar or related trades or business.
Although the Fund intends to distribute substantially all of its net investment
income and may distribute its capital gains for any taxable year, the Fund will
be subject to federal income taxation to the extent any such income or gains are
not distributed.
If the Fund's distributions exceed its taxable income and capital gains realized
during a taxable year, all or a portion of the distributions made in the same
taxable year may be recharacterized as a return of capital to shareholders. A
return of capital distribution will generally not be taxable, but will reduce
each shareholder's cost basis in the Fund and result in a higher reported
capital gain or lower reported capital loss when those shares on which the
distribution was received are sold.
The Fund may invest in complex securities that may be subject to numerous
special and complex tax rules. These rules could affect whether gains and losses
recognized by the Fund are treated as ordinary income or capital gain,
accelerate the recognition of income to the Fund and/or defer the Funds ability
to recognize losses. In turn, those rules may affect the amount, timing or
character of the income distributed to you by the Fund.
If the Fund fails to qualify for any taxable year as a RIC, all of its taxable
income will be subject to tax at regular corporate income tax rates without any
deduction for distributions to shareholders, and such distributions generally
will be taxable to shareholders as ordinary dividends to the extent of the
Fund's current and accumulated earnings and profits. In this event,
distributions generally will be eligible for the dividends-received deduction
for corporate shareholders. The board reserves the right not to maintain the
qualification of the Fund as a regulated investment company if it determines
such course of action to be beneficial to shareholders.
FUND DISTRIBUTIONS
Distributions of investment company taxable income will be taxable to the
shareholders as ordinary income, regardless of whether such distributions are
paid in cash or are reinvested in additional shares, to the extent of the Fund's
earnings and profits. The Fund anticipates that it will distribute substantially
all of its investment company taxable income for each year.
A Fund may either retain or distribute to shareholders its excess of net
long-term capital gains
S-20
<PAGE>
over net short-term capital losses ("net capital gains"). If such gains are
distributed as a capital gains distribution, they are taxable to shareholders
who are individuals at a maximum rate of 20%, regardless of the length of time
the shareholder has held shares. If any such gains are retained, a Fund will pay
federal income tax thereon.
If capital gain distributions have been made with respect to shares that are
sold at a loss after being held for six months or less, then the loss is treated
as a long-term capital loss to the extent of the capital gain distributions.
Ordinarily, investors should include all dividends as income in the year of
payment. However, dividends declared payable to shareholders of record in
October, November or December of one year, but paid in January of the following
year, will be deemed for tax purposes to have been received by the shareholder
and paid by a Fund in the year in which the dividends were declared.
In the case of corporate shareholders, Fund distributions (other than capital
gains distributions) generally qualify for the dividends-received deduction to
the extent of the gross amount of qualifying dividends received by the Fund for
the year. Generally, and subject to certain limitations (including certain
holding period limitations), a dividend will be treated as a qualifying dividend
if it has been received from a domestic corporation. All dividends (including
the deducted portion) must be included in your alternative minimum taxable
income calculation.
SALE OR EXCHANGE OF FUND SHARES
Redemptions and exchanges of shares of the Fund are taxable transactions for
federal and state income tax purposes. Generally, any gain or loss on the sale
or exchange of a share will be capital gain or loss that will be long-term if
the share has been held for more than twelve months and otherwise will be
short-term. For individuals, long-term capital gains are currently taxed at a
maximum rate of 20% and short-term capital gains are currently taxed at ordinary
income tax rates. However, if a shareholder realizes a loss on the sale,
exchange or redemption of a share held for six months or less and has previously
received a capital gains distribution with respect to the share (or any
undistributed net capital gains of the Fund that have been included in
determining such shareholder's long-term capital gains) the shareholder must
treat the loss as a long-term capital loss to the extent of the amount of the
prior capital gains distribution (or any undistributed net capital gains of the
Fund that have been included in determining such shareholder's long-term capital
gains). In addition, any loss realized on a sale or other disposition of shares
will be disallowed to the extent an investor repurchases (or enters into a
contract or option to repurchase) shares within a period of 61 days (beginning
30 days
S-21
<PAGE>
before and ending 30 days after the disposition of shares). This loss
disallowance rule will apply to shares received through the reinvestment of
dividends during the 61-day period.
In certain cases, the Fund will be required to withhold, and remit to the United
States Treasury, 31% of any distributions paid to a shareholder who (1) has
failed to provide a correct taxpayer identification number, (2) is subject to
backup withholding by the Internal Revenue Service, or (3) has not certified to
that Fund that such shareholder is not subject to backup withholding.
Non-U.S. investors in a Fund may be subject to U.S. withholding and estate tax
and are encouraged to consult their tax advisor prior to investing in a Fund.
FEDERAL EXCISE TAX
If the Fund fails to distribute in a calendar year at least 98% of its ordinary
income for the year and 98% of its capital gain net income (the excess of short
and long term capital gains over short and long term capital losses) for the
one-year period ending October 31 of that year (and any retained amount from the
prior calendar year on which the Fund paid no federal income tax), the Fund will
be subject to a nondeductible 4% Federal excise tax on the undistributed
amounts. The Fund intends to make sufficient distributions to avoid imposition
of this tax, or to retain, at most its net capital gains and pay tax thereon.
STATE TAXES
The Fund is not liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by the Fund to
shareholders and the ownership of shares may be subject to state and local
taxes.
FUND TRANSACTIONS
The Adviser is authorized to select brokers and dealers to effect securities
transactions for the Fund. The Fund will seek to obtain the most favorable net
results by taking into account various factors, including price, commission, if
any, size of the transactions and difficulty of executions, the firm's general
execution and operational facilities and the firm's risk in positioning the
securities involved. While the Adviser generally seeks reasonably competitive
spreads or commissions, the Fund will not necessarily be paying the lowest
spread or commission available. The Adviser seeks to select brokers or dealers
that offer the Fund best price and execution or other services which are of
benefit to the Fund.
The Adviser may, consistent with the interests of the Fund, select brokers on
the basis of the research services they provide to the Adviser. Such services
may include analyses of the business or prospects of a company, industry or
economic sector, or statistical and pricing services. Information so received by
the Adviser will be in addition to and not in
S-22
<PAGE>
lieu of the services required to be performed by the Adviser under the Advisory
Agreement. If, in the judgment of the Adviser, the Fund or other accounts
managed by the Adviser will be benefitted by supplemental research services, the
Adviser is authorized to pay brokerage commissions to a broker furnishing such
services which are in excess of commissions which another broker may have
charged for effecting the same transaction. These research services include
advice, either directly or through publications or writings, as to the value of
securities, the advisability of investing in, purchasing or selling securities,
and the availability of securities or purchasers or sellers of securities;
furnishing of analyses and reports concerning issuers, securities or industries;
providing information on economic factors and trends; assisting in determining
portfolio strategy; providing computer software used in security analyses; and
providing portfolio performance evaluation and technical market analyses. The
expenses of the Adviser will not necessarily be reduced as a result of the
receipt of such supplemental information, such services may not be used
exclusively with respect to the Fund or account generating the brokerage, and
there can be no guarantee that the Adviser will find all of such services of
value in advising the Fund.
It is expected that the Fund may execute brokerage or other agency transactions
through the Distributor, which is a registered broker-dealer, for a commission
in conformity with the 1940 Act, the Securities Exchange Act of 1934, as
amended, (the "1934 Act") and rules promulgated by the SEC. The Distributor is
not an affiliate of the Fund, but falls under the definition of "affiliated
broker" of the Fund for purposes of Item 16 of Form N-1A under the 1933 Act.
Under the 1940 Act and the 1934 Act, the Distributor is permitted to receive and
retain compensation for effecting portfolio transactions for the Fund on an
exchange if a written contract is in effect between the Distributor and the Fund
expressly permitting the Distributor to receive and retain such compensation.
These rules further require that commissions paid to the Distributor by the Fund
for exchange transactions not exceed "usual and customary" brokerage
commissions. The rules define "usual and customary" commissions to include
amounts which are "reasonable and fair compared to the commission, fee or other
remuneration received or to be received by other brokers in connection with
comparable transactions involving similar securities being purchased or sold on
a securities exchange during a comparable period of time." The Trustees,
including those who are not "interested persons" of the Fund, have adopted
procedures for evaluating the reasonableness of commissions paid to the
Distributor and will review these procedures periodically.
Because the Fund does not market their shares through intermediary brokers or
dealers, it is not the Fund's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the Adviser may place portfolio orders with qualified
broker-dealers who recommend the Fund's shares to clients, and may, when a
number of brokers and dealers can provide best net results on a particular
transaction, consider such recommendations by a broker or dealer in selecting
among broker-dealers.
S-23
<PAGE>
DESCRIPTION OF SHARES
The Declaration of Trust authorizes the issuance of an unlimited number of
portfolios and shares of each portfolio. Each share of a portfolio represents an
equal proportionate interest in that portfolio with each other share. Shares are
entitled upon liquidation to a pro rata share in the net assets of the
portfolio. Shareholders have no preemptive rights. All consideration received by
the Fund for shares of any portfolio and all assets in which such consideration
is invested would belong to that portfolio and would be subject to the
liabilities related thereto. Share certificates representing shares will not be
issued.
SHAREHOLDER LIABILITY
The Trust is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust could, under
certain circumstances, be held personally liable as partners for the obligations
of the trust. Even if, however, the Trust were held to be a partnership, the
possibility of the shareholders incurring financial loss for that reason appears
remote because the Trust's Declaration of Trust contains an express disclaimer
of shareholder liability for obligations of the Trust and requires that notice
of such disclaimer be given in each agreement, obligation or instrument entered
into or executed by or on behalf of the Trust or the Trustees, and because the
Declaration of Trust provides for indemnification out of the Trust property for
any shareholder held personally liable for the obligations of the Trust.
LIMITATION OF TRUSTEES' LIABILITY
The Declaration of Trust provides that a Trustee shall be liable only for his or
her own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or investment advisers, shall not be
liable for any neglect or wrongdoing of any such person. The Declaration of
Trust also provides that the Trust will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with actual or
threatened litigation in which they may be involved because of their offices
with the Trust unless it is determined in the manner provided in the Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust. However, nothing in the
Declaration of Trust shall protect or indemnify a Trustee against any liability
for his or her willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.
CODE OF ETHICS
The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the Investment Company Act of 1940. In addition, the Investment
Adviser, Sub-Adviser and Distributor have adopted Codes of Ethics pursuant to
Rule 17j-1. These Codes of Ethics apply to the personal investing activities of
trustees, officers and certain employees ("access persons"). Rule 17j-1 and the
Codes are designed to prevent unlawful practices in connection with the purchase
or sale of securities by access persons.
S-24
<PAGE>
Under each Code of Ethics, access persons are permitted to engage in personal
securities transactions, but are required to report their personal securities
transactions for monitoring purposes. In addition, certain access persons are
required to obtain approval before investing in initial public offerings or
private placements. Copies of these Codes of Ethics are on file with the
Securities and Exchange Commission, and are available to the public.
EXPERTS
The financial statements of the Trust have been audited by [ ], independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference hereto in reliance upon the authority of said firm as
experts in giving said report.
S-25
<PAGE>
APPENDIX
DESCRIPTION OF CORPORATE BOND RATINGS
The following descriptions of corporate bond ratings have been published by
Standard & Poor's Corporation ("S&P") and Moody's Investors Service, Inc.
("Moody's"), respectively.
Debt rated AAA has the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Debt rated AA also qualities as high-quality debt. Capacity to pay principal and
interest is very strong, and differs from AAA issues only in small degree. Debt
rated A has a strong capacity to pay interest and repay principal although it is
somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than debt in higher rated categories.
Debt rated BBB is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.
Debt rated BB, B, CCC, CC and C is regarded as having predominately speculative
characteristics with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the least degree of
speculation and C the highest degree of speculation. While such debt will likely
have some quality and protective characteristics, these are outweighed by large
uncertainties of major risk exposures to adverse conditions.
The rating CI is reserved for income bonds on which no interest is being paid.
Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.
Bonds which are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than in Aaa securities.
A-1
<PAGE>
Bonds which are rated A possess many favorable investment attributes and are to
be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Bonds rated Baa are considered as medium grade obligations (i.e., they are
neither highly protected nor poorly secured). Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
Bonds which are rated Ba are judged to have speculative elements; their future
cannot be considered as well-assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.
Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Bonds which are rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.
Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.
Bonds which are rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.
DESCRIPTION OF COMMERCIAL PAPER RATINGS
The following descriptions of commercial paper ratings have been published by
S&P and Moody's, respectively.
A-1 - This is S&P's highest category and indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus sign (+) designation.
PRIME-1 - Issues rated Prime-1 (or supporting institutions) by Moody's have a
superior ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics:
- Leading market positions in well-established industries.
A-2
<PAGE>
- High rates of return on funds employed.
- Conservative capitalization structure with moderate reliance on debt and
ample asset protection.
- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
- Well-established access to a range of financial markets and assured
sources of alternate liquidity.
PRIME-2 - Issuers rated Prime-2 (or supporting institutions) by Moody's have a
strong ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
A-3
<PAGE>
PART C: OTHER INFORMATION
ITEM 23. EXHIBITS:
(a) Registrant's Agreement and Declaration of Trust is incorporated
herein by reference to Registrant's Registration Statement on Form
N-1A (File No. 333-42115) filed with the Securities and Exchange
Commission ("SEC") on December 12, 1997.
(b) (1) Registrant's By-Laws are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the SEC on December 12, 1997.
(2) AMENDED BY-LAWS ARE FILED HEREWITH.
(c) Not Applicable.
(d) (1) Investment Advisory Agreement between Registrant and Oak
Associates, ltd., (the "Adviser") with respect to White Oak
Growth Stock Portfolio and Pin Oak Aggressive Stock Portfolio
is incorporated herein by reference to Registrant's
Registration Statement on Form N-1A (File No. 333-42115) filed
with the SEC on September 24, 1998.
(2) Schedule A to the Investment Advisory Agreement between Oak
Associates Funds and the Adviser is incorporated herein by
reference to Registrant's Registration Statement on Form N-1A
(File No. 333-42115) filed with the SEC on September 24, 1998.
(3) Contractual Fee Waiver Agreement between the Registrant and
the Adviser is incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the SEC on February 23, 2000.
(4) CONTRACTUAL FEE WAIVER AGREEMENT BETWEEN THE REGISTRANT AND
THE ADVISER, RELATING TO THE BLACK OAK EMERGING TECHNOLOGY
FUND, IS FILED HEREWITH.
(e) Distribution Agreement between Registrant and SEI Investments
Distribution Company is incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the SEC on September 24, 1998.
(f) Not Applicable.
(g) Custodian Agreement between Registrant and CoreStates Bank N.A. is
incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 333-42115) filed with the SEC on
December 29, 1998.
(h) (1) Administration Agreement between Registrant and SEI Financial
Fund Resources, including schedules relating to the White Oak
Growth Stock Portfolio and Pin Oak Aggressive Stock Portfolio
is incorporated herein by reference to Registrant's
Registration Statement on Form N-1A (File No. 333-42115)
filed with the SEC on September 24, 1998.
(2) Transfer Agency Agreement between Registrant and DST Systems,
Inc. is incorporated herein by reference to Registrant's
Registration Statement on Form N-1A (File No. 333-42115)
filed with the SEC on February 26, 1999.
(3) Sub-Transfer Agency Agreement between the Registrant and
Norwest Bank Minnesota, N.A. is incorporated herein by
reference to Registrant's Registration Statement
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<PAGE>
on Form N-1A (File No. 333-42115) filed with the SEC on
September 24, 1998.
(4) Schedule A to the Administration Agreement between the
Registrant and SEI Fund Resources is incorporated herein by
reference to Registrant's Registration Statement on Form N-1A
(File No. 333-42115) filed with the SEC on September 24,
1998.
(5) Services Agreement between the Registrant and Neuberger
Berman Management Inc. is incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the SEC on February 23, 2000.
(6) SERVICES AGREEMENT BETWEEN NATIONAL CITY CORPORATION,
REGISTRANT AND THE ADVISER IS FILED HEREWITH.
(7) EXPEDITER MUTUAL FUND SERVICE AGREEMENT BETWEEN SUNGARD
INVESTMENT PRODUCTS INC., REGISTRANT AND THE ADVISER
IS FILED HEREWITH.
(I) OPINION AND CONSENT OF COUNSEL IS FILED HEREWITH.
(j) Not applicable.
(k) Not Applicable.
(l) Not Applicable.
(m) Form of Distribution Plan is incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the SEC on December 12, 1997.
(n) Not Applicable.
(o) Not Applicable.
(P) (1) REGISTRANT'S CODE OF ETHICS IS FILED HEREWITH.
(2) ADVISER'S CODE OF ETHICS IS FILED HEREWITH.
(3) The Code of Ethics for SEI Investment Company was filed as
Exhibit (p)(4) with SEI Daily Income Trust Post-Effective
Amendment No. 42 on Form N-1A (File No. 02-77048) filed with
the SEC on May 30, 2000.
(Q) POWERS OF ATTORNEY FOR JAMES D. OELSCHLAGER, JOHN G. STIMPSON, J.
JOHN CANON, WILLIAM E. WHITE AND ROBERT J. DELLACROCE ARE FILED
HEREWITH.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
See the Statement of Additional Information regarding the control
relationships of Oak Associates Funds (the "Trust"). SEI Investments Management
Corporation, a wholly-owned subsidiary of SEI Investments Company ("SEI"), is
the owner of all beneficial interest in SEI Investments Mutual Funds Services
("the Administrator"). SEI and its subsidiaries and affiliates, including the
Administrator, are leading providers of funds evaluation services, trust
accounting systems, and brokerage and information services to financial
institutions, institutional investors, and money managers.
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<PAGE>
ITEM 25. INDEMNIFICATION:
Article VIII of the Agreement and Declaration of Trust filed as
Exhibit (a) to the Registration Statement is incorporated by reference. Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the SEC, such indemnification is
against public policy as expressed in the Act and, therefore, is unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by trustees,
directors, officers or controlling persons of the Registrant in connection with
the successful defense of any act, suit or proceeding) is asserted by such
trustees, directors, officers or controlling persons in connection with the
shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issues.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR:
Other business, profession, vocation, or employment of a
substantial nature in which each director or principal officer of the Advisor is
or has been, at any time during the last two fiscal years, engaged for his own
account or in the capacity of director, officer, employee, partner or trustee
are as follows:
OAK ASSOCIATES, LTD.
Oak Associates, ltd. is the investment adviser for the White Oak Growth Stock
Fund, the Pin Oak Aggressive Stock Fund, the Red Oak Technology Select Fund and
the Black Oak Emerging Technology Fund. The principal address of Oak Associates,
ltd. is 3875 Embassy Parkway, Suite 250, Akron, OH 44333.
The list required by this Item 28 of general partners of Oak Associates, ltd.,
together with information as to any other business profession, vocation, or
employment of a substantial nature engaged in by such general partners during
the past two years is incorporated by reference to Schedules B and D of Form ADV
filed by Oak Associates under the Advisers Act of 1940 (SEC File No.
801-23632).
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<PAGE>
ITEM 27. PRINCIPAL UNDERWRITERS:
(a) Furnish the name of each investment company (other than the Registrant)
for which each principal underwriter currently distributing the
securities of the Registrant also acts as a principal underwriter,
distributor or investment adviser.
Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for:
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
The PBHG Funds, Inc. July 16, 1993
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
Alpha Select Funds January 1, 1998
Oak Associates Funds February 27, 1998
The Nevis Fund, Inc. June 29, 1998
CNI Charter Funds April 1, 1999
The Armada Advantage Fund May 1, 1999
Amerindo Funds Inc. July 13, 1999
Huntington VA Funds October 15, 1999
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<PAGE>
Friends Ivory Funds December 16, 1999
SEI Insurance Products Trust March 29, 2000
Pitcairn Funds August 1, 2000
The Distributor provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments. These
services include portfolio evaluation, performance measurement and
consulting services ("Funds Evaluation") and automated execution,
clearing and settlement of securities transactions ("MarketLink").
(b) Furnish the information required by the following table with respect to each
director, officer or partner of each principal underwriter named in the answer
to Item 21 of Part B. Unless otherwise noted, the business address of each
director or officer is Oaks, PA 19456.
<TABLE>
<CAPTION>
Position and Office Positions and Offices
NAME WITH UNDERWRITER WITH REGISTRANT
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --
Richard B. Lieb Director, Executive Vice President --
Carmen V. Romeo Director --
Mark J. Held President & Chief Operating Officer --
Dennis J. McGonigle Executive Vice President --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Todd Cipperman Senior Vice President & General Counsel --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jack May Senior Vice President --
Hartland J.
McKeown Senior Vice President --
Kevin P. Robins Senior Vice President --
Patrick K. Walsh Senior Vice President --
Wayne M. Withrow Senior Vice President --
Robert Aller Vice President --
John D. Anderson Vice President & Managing Director --
Timothy D. Barto Vice President & Assistant Secretary --
S. Courtney E.
Collier Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Richard A. Deak Vice President & Assistant Secretary --
Scott W. Dellorfano Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Scott C. Fanatico Vice President & Managing Director --
James R. Foggo Vice President & Assistant Secretary --
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<PAGE>
Vic Galef Vice President & Managing Director --
Steven A. Gardner Vice President & Managing Director --
Lydia A. Gavalis Vice President & Assistant Secretary --
Greg Gettinger Vice President & Assistant Secretary --
Kathy Heilig Vice President --
Jeff Jacobs Vice President --
Samuel King Vice President --
John Kirk Vice President & Managing Director --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
Paul Lonergan Vice President & Managing Director --
Ellen Marquis Vice President --
Christine M.
McCullough Vice President & Assistant Secretary --
Carolyn McLaurin Vice President & Managing Director --
Mark Nagle Vice President --
Joanne Nelson Vice President --
Cynthia M. Parrish Vice President & Secretary --
Rob Redican Vice President --
Maria Rinehart Vice President --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President --
Lori L. White Vice President & Assistant Secretary --
</TABLE>
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS:
Books or other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940, and the rules promulgated
thereunder, are maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3);
(6); (8); (12); and 31a-1 (d), the required books and records are
maintained at the offices of Registrant's Custodian:
First Union National Bank
Broad & Chestnut Streets
P.O. Box 7618
Philadelphia, PA 19101
(b)/(c) With respect to Rules 31a-1(a); 31a-1 (b)(1),(4); (2)(C) and
(D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required
books and records are maintained at the offices of Registrant's
Administrator:
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<PAGE>
SEI Investments Mutual Funds Services
Oaks, PA 19456
(c) With respect to Rules 31a-1 (b)(5), (6), (9) and (10) and 31a-1
(f), the required books and records are maintained at the offices of
the Registrant's Advisors:
Oak Associates, ltd.
3875 Embassy Parkway
Suite 250
Akron, OH 44333-8334
ITEM 29. MANAGEMENT SERVICES: None.
ITEM 30. UNDERTAKINGS: None
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<PAGE>
NOTICE
A copy of the Agreement and Declaration of Trust for Oak Associates
Funds is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this Registration Statement has
been executed on behalf of the Trust by an officer of the Trust as an officer
and by its Trustees as trustees and not individually and the obligations of or
arising out of this Registration Statement are not binding upon any of the
Trustees, officers, or shareholders individually but are binding only upon the
assets and property of the Trust.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Post-Effective Amendment No. 6 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on
the 15th day of September, 2000.
OAK ASSOCIATES FUNDS
By: /S/ WILLIAM E. WHITE
---------------------
William E. White, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacity and on the dates indicated.
* Trustee September 15, 2000
------------------------
James D. Oelschlager
* Trustee September 15, 2000
------------------------
John G. Stimpson
* Trustee September 15, 2000
------------------------
J. John Canon
Trustee
------------------------
Stanford N. Phelps
/S/ WILLIAM E. WHITE President September 15, 2000
------------------------
William E. White
/S/ ROBERT J. DELLACROCE Controller & Chief September 15, 2000
------------------------ Financial Officer
Robert J. DellaCroce
*By: /S/ WILLIAM E. WHITE
--------------------
William E. White
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
EXHIBITS:
EX-99.A Registrant's Agreement and Declaration of Trust is incorporated
herein by reference to Registrant's Registration Statement on
Form N-1A (File No. 333-42115) filed with the Securities and
Exchange Commission ("SEC") on December 12, 1997.
EX-99.B(1) Registrant's By-Laws are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the SEC on December 12, 1997.
EX-99.B(2) AMENDED BY-LAWS ARE FILED HEREWITH.
EX-99.C Not Applicable.
EX-99.D(1) Investment Advisory Agreement between Registrant and Oak
Associates, ltd., (the "Adviser") with respect to White Oak
Growth Stock Portfolio and Pin Oak Aggressive Stock Portfolio is
incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 333-42115) filed with the SEC on
September 24, 1998.
EX-99.D(2) Schedule A to the Investment Advisory Agreement between Oak
Associates Funds and the Adviser is incorporated herein by
reference to Registrant's Registration Statement on Form N-1A
(File No. 333-42115) filed with the SEC on September 24, 1998.
EX-99.D(3) Contractual Fee Waiver Agreement between the Registrant and the
Adviser is incorporated herein by reference to Registrant's
Registration Statement on Form N-1A (File No. 333-42115) filed
with the SEC on February 23, 2000.
EX-99.D(4) CONTRACTUAL FEE WAIVER AGREEMENT BETWEEN THE REGISTRANT AND THE
ADVISER, RELATING TO THE BLACK OAK EMERGING TECHNOLOGY FUND, IS
FILED HEREWITH.
EX-99.E Distribution Agreement between Registrant and SEI Investments
Distribution Company is incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the SEC on September 24, 1998.
EX-99.F Not Applicable.
EX-99.G Custodian Agreement between Registrant and CoreStates Bank N.A.
is incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 333-42115) filed with the SEC on
December 29, 1998.
EX-99.H(1) Administration Agreement between Registrant and SEI Financial
Fund Resources, including schedules relating to the White Oak
Growth Stock Portfolio and Pin Oak Aggressive Stock Portfolio
incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 333-42115) filed with the SEC on
September 24, 1998.
EX-99.H(2) Transfer Agency Agreement between Registrant and DST Systems,
Inc. incorporated herein by reference to Registrant's
Registration Statement on Form N-1A (File No. 333-42115) filed
with the SEC on February 26, 1999.
EX-99.H(3) Sub-Transfer Agency Agreement between the Registrant and Norwest
Bank Minnesota, N.A. is incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the SEC on September 24, 1998.
EX-99.H(4) Schedule A to the Administration Agreement between the Registrant
and SEI Fund Resources is incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the SEC on September 24, 1998.
EX-99.H(5) Services Agreement between the Registrant and Neuberger Berman
Management Inc. is incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File
No.333-42115) filed with the SEC on February 23, 2000.
EX-99.H(6) SERVICES AGREEMENT BETWEEN NATIONAL CITY CORPORATION, REGISTRANT
AND THE ADVISER IS FILED HEREWITH.
EX-99.H(7) EXPEDITER MUTUAL FUND SERVICE AGREEMENT BETWEEN SUNGARD
INVESTMENT PRODUCTS INC., REGISTRANT AND OAK ASSOCIATES, LTD. IS
FILED HEREWITH.
EX-99.I OPINION AND CONSENT OF COUNSEL IS FILED HEREWITH.
EX-99.J Not Applicable.
EX-99.K Not Applicable.
EX-99.L Not Applicable.
EX-99.M Form of Distribution Plan is incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the SEC on December 12, 1997.
EX-99.N Not Applicable.
EX-99.O Not Applicable.
EX-99.P(1) REGISTRANT'S CODE OF ETHICS IS FILED HEREWITH.
EX-99.P(2) ADVISER'S CODE OF ETHICS IS FILED HEREWITH.
EX-99.P(3) Code of Ethics for SEI Investment Company Code of Ethics was
filed as Exhibit (p)(4) with SEI Daily Income Trust
Post-Effective Amendment No. 42 on Form N-1A (File No. 02-77048)
filed with the SEC on May 30, 2000.
EX-99.Q POWERS OF ATTORNEY FOR JAMES D. OELSCHLAGER, JOHN G. STIMPSON, J.
JOHN CANON, WILLIAM E. WHITE AND ROBERT J. DELLACROCE ARE FILED
HEREWITH.
