<PAGE>
THE ADVISORS' INNER CIRCLE FUND
Investment Adviser:
OAK ASSOCIATES
The Advisors' Inner Circle Fund (the "Fund") provides a convenient and
economical means of investing in professionally managed portfolios of
securities. This Prospectus offers shares of the following mutual funds (each,
a "Portfolio"), each of which is a separate series of the Fund.
WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND
This Prospectus sets forth concisely the information about the Fund and the
Portfolios that a prospective investor should know before investing. Investors
are advised to read this Prospectus and retain it for future reference. A
Statement of Additional Information dated February 28, 1995 has been filed with
the Securities and Exchange Commission and is available without charge by
calling 1-800-932-7781. The Statement of Additional Information is incorporated
into this Prospectus by reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
February 28, 1995
OAK-F-010-04
<PAGE>
SUMMARY
The following summary provides basic information about the White Oak Growth
Stock Fund ("White Oak Portfolio") and Pin Oak Aggressive Stock Fund ("Pin Oak
Portfolio"). The White Oak Portfolio and the Pin Oak Portfolio are sometimes
referred to individually as a "Portfolio" and collectively as the "Portfolios."
The Portfolios are two of the mutual funds comprising The Advisors' Inner Circle
Fund (the "Fund"). This summary is qualified in its entirety by reference to
the more detailed information provided elsewhere in this Prospectus and in the
Statement of Additional Information.
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES? Each Portfolio seeks long-term
capital growth by investing primarily in common stocks of companies that, in the
Adviser's opinion, 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 White Oak Portfolio invests
primarily in established companies with large market capitalization (in excess
of $1 billion). The Pin Oak Portfolio invests primarily in companies with small
to medium market capitalization; such companies may be positioned in emerging
growth industries. There is no assurance that either Portfolio will achieve its
investment objective.
WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE PORTFOLIOS? The
investment policies of each Portfolio entail certain risks and considerations of
which an investor should be aware. Each Portfolio invests in securities that
fluctuate in value, and investors should expect each Portfolio's net asset value
per share to fluctuate in value. The share value of the Pin Oak Portfolio may
experience greater volatility than the share value of the White Oak Portfolio
because it invests in less established, smaller capitalization companies.
For more information about each Portfolio, see "Investment Objectives and
Policies," "Risk Factors" and "Description of Permitted Investments and Risk
Factors."
WHO IS THE ADVISER? Oak Associates serves as the investment adviser of each
Portfolio. In addition to advising the Portfolios, 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. See "Expense Summary" and "The Adviser."
WHO IS THE ADMINISTRATOR? SEI Financial Management Corporation serves as the
administrator and shareholder servicing agent of the Portfolios. See "The
Administrator."
WHO IS THE TRANSFER AGENT? Supervised Service Company serves as the transfer
agent and dividend disbursing agent for the Portfolios. See "The Transfer
Agent."
2
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WHO IS THE DISTRIBUTOR? SEI Financial Services Company acts as the distributor
of the Portfolios' shares. See "The Distributor."
IS THERE A SALES LOAD? No, shares of each Portfolio are offered on a no-load
basis.
IS THERE A MINIMUM INVESTMENT? Each Portfolio has a minimum initial investment
of $25,000, which the Distributor may waive at its discretion.
HOW DO I PURCHASE AND REDEEM SHARES? Purchases and redemptions may be made
through the Transfer Agent on a day when the New York Stock Exchange is open for
business ("Business Day"). A purchase order will be effective as of the
Business Day received by the Transfer Agent if the Transfer Agent receives an
order and payment by check or with readily available funds prior to 4:00 p.m.,
Eastern time. Redemption orders placed with the Transfer Agent prior to 4:00
p.m., Eastern time on any Business Day will be effective that day. The
Portfolios also offer both a Systematic Investment Plan and a Systematic
Withdrawal Plan. The purchase and redemption price for shares is the net asset
value per share determined as of the end of the day the order is effective. See
"Purchase and Redemption of Shares."
HOW ARE DISTRIBUTIONS PAID? Substantially all of the net investment income
(exclusive of capital gains) of each Portfolio is distributed in the form of
quarterly dividends. Any capital gain is distributed at least annually.
Distributions are paid in additional shares unless the shareholder elects to
take the payment in cash. See "Dividends and Distributions."
3
<PAGE>
EXPENSE SUMMARY
SHAREHOLDER TRANSACTION EXPENSES
WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND
- --------------------------------------------------------------------------
Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees (1) None
Exchange Fees None
- --------------------------------------------------------------------------
(1) A wire redemption charge of $10.00 is deducted from the amount of a Federal
Reserve wire redemption payment made at the request of a shareholder.
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
<TABLE>
<CAPTION>
WHITE OAK PIN OAK AGGRESSIVE
GROWTH STOCK FUND STOCK FUND
- -------------------------------------------------------------------------------------
<S> <C> <C>
Advisory Fees (after fee waivers and
reimbursements) (2) .00% .00%
12b-1 Fees None None
Other Expenses (after reimbursements) (3) 1.00% 1.00%
- -------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers
and reimbursements) (2) 1.00% 1.00%
- -------------------------------------------------------------------------------------
</TABLE>
(2) The Adviser has, on a voluntary basis, waived a portion of its fee and
agreed to reimburse certain expenses for each Portfolio, and the fees shown
reflect these voluntary waivers and reimbursements. The Adviser reserves
the right to terminate its waivers and/or reimbursements at any time in its
sole discretion. Absent such waivers and reimbursements, the annual
advisory fees for the White Oak Growth Stock Fund and the Pin Oak
Aggressive Stock Fund would be .74% and .74%, respectively, "Other
Expenses" would be 1.53% and 1.04%, respectively, and annual total
operating expenses would be 2.27% and 1.78%, respectively, of average daily
net assets. See "The Adviser."
(3) Based on a minimum annual administration fee of $50,000. Administration
fees as a percentage of average daily net assets will decline to .20% at
net asset levels of $25 million and above. See "The Administrator."
EXAMPLE
- ---------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------
An investor in a Portfolio would
pay the following expenses
on a $1,000 investment assuming (1)
5% annual return and (2) redemption
at the end of each time period.
White Oak Growth Stock Fund $10 $32 $55 $122
Pin Oak Aggressive Stock Fund $10 $32 $55 $122
- ---------------------------------------------------------------------------
THE EXAMPLE IS BASED UPON ESTIMATED TOTAL OPERATING EXPENSES OF A PORTFOLIO
AFTER FEE WAIVERS AND EXPENSE REIMBURSEMENTS. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY
BE GREATER OR LESS THAN THOSE SHOWN. The purpose of this table is to assist the
investor in understanding the various costs and expenses that may be directly or
indirectly borne by investors in a Portfolio. Additional information may be
found under "The Adviser" and "The Administrator."
4
<PAGE>
FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND
The following information has been audited by Arthur Andersen LLP, the Fund's
independent public accountants, as indicated in their report dated December 14,
1994 on the Fund's financial statements as of October 31, 1994 included in the
Fund's Statement of Additional Information under "Financial Information." This
table should be read in conjunction with the Fund's financial statements and
notes thereto.
<TABLE>
<CAPTION>
For a Share Outstanding Throughout the Period
WHITE OAK
GROWTH STOCK FUND
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
08/03/92(1)
11/01/93 11/01/92 TO
TO 10/31/94 TO 10/31/93 10/31/92
- -----------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
OF PERIOD $10.64 $10.33 $10.00
- -----------------------------------------------------------------------------------------
Income From Investment Operations:
Net Investment Income (Loss)................ 0.02 0.05 0.02
Net Realized and Unrealized Gain
(Loss) on Investments..................... 1.28 0.32 0.33
- -----------------------------------------------------------------------------------------
Total From Investment Operations.......... 1.30 0.37 0.35
- -----------------------------------------------------------------------------------------
Less Distributions:
Dividends From Net Investment Income........ (0.02) (0.06) (0.02)
- -----------------------------------------------------------------------------------------
Total Distributions....................... (0.02) (0.06) (0.02)
- -----------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD................ $11.92 $10.64 $10.33
- -----------------------------------------------------------------------------------------
TOTAL RETURN.................................. 12.24% 3.59% 14.30%*
- -----------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000)............... $5,942 $5,539 $3,195
Ratios Of Expenses To Average Net Assets...... 0.97% 0.97% 1.00%*
Ratio Of Expenses To Average Net Assets
Excluding Fee Waivers and Reimbursements.... 2.24% 2.71% 4.78%*
Ratio Of Net Investment Income
(Loss) To Average Net Assets................ 0.19% 0.54% 0.74%*
Ratio Of Net Investment Loss To Average
Net Assets Excluding Fee Waiver and
Reimbursement............................... (1.08)% (1.20)% (3.04)%*
Portfolio Turnover Rate....................... 37.42 % 27.48 % 0.00 %
=========================================================================================
*Annualized
</TABLE>
(1) The White Oak Growth Stock Fund commenced operations on August 3, 1992.
5
<PAGE>
FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND
The following information has been audited by Arthur Andersen LLP, the Fund's
independent public accountants, as indicated in their report dated December 14,
1994 on the Fund's financial statements as of October 31, 1994 included in the
Fund's Statement of Additional Information under "Financial Information." This
table should be read in conjunction with the Fund's financial statements and
notes thereto.
For a Share Outstanding Throughout the Period
<TABLE>
<CAPTION>
PIN OAK
AGGRESSIVE STOCK FUND
------------------------------------
<S> <C> <C> <C>
11/01/93 11/01/92 08/03/92(1)
TO TO TO
10/31/94 10/31/93 10/31/92
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
OF PERIOD $12.62 $10.28 $10.00
- -------------------------------------------------------------------------------------------------
Income From Investment Operations:
Net Investment Income (Loss)............................ (0.06) (0.05) 0.00
Net Realized and Unrealized Gain (Loss) on Investments.. (0.96) 2.39 0.28
- -------------------------------------------------------------------------------------------------
Total From Investment Operations...................... (1.02) 2.34 0.28
- -------------------------------------------------------------------------------------------------
Less Distributions:
Dividends From Net Investment Income.................... 0.00 0.00 0.00
- -------------------------------------------------------------------------------------------------
Total Distributions................................... 0.00 0.00 0.00
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD............................ $11.60 $12.62 $10.28
- -------------------------------------------------------------------------------------------------
TOTAL RETURN.............................................. (8.08)% 22.76% 11.57%*
- -------------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000)........................... $9,624 $9,079 $4,127
Ratios Of Expenses To Average Net Assets.................. 0.96% 0.98% 1.00%*
Ratio Of Expenses To Average Net Assets
Excluding Fee Waivers and Reimbursements................ 1.74% 2.07% 4.06%*
Ratio Of Net Investment Income (Loss) To
Average Net Assets...................................... (0.62)% (0.48)% 0.03%*
Ratio Of Net Investment Loss To Average Net
Assets Excluding Fee Waiver and Reimbursement........... (1.40)% (1.57)% (3.03)%*
Portfolio Turnover Rate................................... 48.88 % 68.32 % 4.00 %
=================================================================================================
* Annualized
</TABLE>
(1) The Pin Oak Aggressive Stock Fund commenced operations on August 3, 1992.
6
<PAGE>
THE FUND AND THE PORTFOLIOS
The Advisors' Inner Circle Fund (the "Fund") offers shares of a number of
diversified mutual funds, each of which is a separate series ("portfolio") of
the Fund. Each share of each mutual fund represents an undivided, proportionate
interest in that mutual fund. This Prospectus offers shares of the Fund's White
Oak Growth Stock Fund ("White Oak Portfolio") and Pin Oak Aggressive Stock Fund
("Pin Oak Portfolio") (the White Oak Portfolio and the Pin Oak Portfolio are
sometimes referred to individually as a "Portfolio" and collectively as the
"Portfolios"). Information regarding the other mutual funds in the Fund is
contained in separate prospectuses that may be obtained by calling 1-800-932-
7781.
INVESTMENT OBJECTIVES AND POLICIES
WHITE OAK PORTFOLIO
The White Oak Portfolio seeks long-term capital growth. There can be no
assurance that the Portfolio will be able to achieve this investment objective.
The White Oak Portfolio will normally be as fully invested as practicable in
common stocks, but also may invest in warrants and rights to purchase common
stocks, debt securities and preferred stocks convertible into common stocks, and
American Depositary Receipts ("ADRs"). Under normal market conditions, the
White Oak Portfolio will invest at least 65% of its total assets in common
stocks. The Portfolio will purchase securities primarily of established
companies with large market capitalizations (an equity market capitalization in
excess of $1 billion). The Portfolio may also purchase securities of smaller
established companies if its investment adviser, Oak Associates (the "Adviser"),
believes that such securities offer comparable investment opportunities.
PIN OAK PORTFOLIO
The Pin Oak Portfolio seeks long-term growth of capital. There can be no
assurance that the Portfolio will be able to achieve this investment objective.
The Pin Oak Portfolio will normally be as fully invested as practicable in
common stocks, but may also invest in warrants and rights to purchase common
stocks, debt securities and preferred stocks convertible into common stocks, and
ADRs. Under normal market conditions, the Pin Oak Portfolio will invest at
least 65% of its total assets in common stocks. The Portfolio will purchase
securities primarily of companies with small to medium market capitalizations
(an equity market capitalization between $100 million and $1 billion); these
companies may be positioned in emerging growth industries. The Pin Oak
Portfolio may purchase the securities of larger companies if the Adviser
believes that they offer comparable investment opportunities or will stabilize
the Portfolio's net asset value.
7
<PAGE>
IN GENERAL
Each of the Portfolios 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 Portfolios will purchase only those securities that are
traded in the United States on registered exchanges or the over-the-counter
market.
The Portfolios may invest in debt securities rates 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.
Under normal conditions, each Portfolio 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
Portfolio's investment objective and policies are not otherwise readily
available for purchase.
The Adviser will enter into repurchase agreements on behalf of a Portfolio 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.
A Portfolio will not invest more than 15% of its assets in time deposits and
other illiquid securities.
For temporary defensive purposes during periods when the Adviser determines that
conditions warrant, each Portfolio 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 securities) and in cash.
For a description of certain permitted investments, see "Description of
Permitted Investments and Risk Factors" and the Statement of Additional
Information. For a description of ratings, see the Appendix in the Statement of
Additional Information.
RISK FACTORS
Investments in common stocks and other equity securities 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
8
<PAGE>
value of equity securities in which a Portfolio invests will cause the net asset
value of that Portfolio to fluctuate. An investment in either Portfolio may
therefore be more suitable for long-term investors who can bear the risk of
short-term principal fluctuations.
The Pin Oak Portfolio will invest primarily in securities of issuers 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 market movements than securities of larger, more
established growth companies or the market averages in general. As a result,
the value of the shares of the Pin Oak Portfolio can be expected to fluctuate
more than the value of shares of an investment company investing solely in
larger, more established companies.
SECURITIES OF FOREIGN ISSUERS - ADRs, typically issued by a U.S. financial
institution, evidence ownership of underlying securities of a foreign issuer.
Investments in the securities of foreign issuers may subject a Portfolio 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.
INVESTMENT LIMITATIONS
The investment objective of each Portfolio and the investment limitations set
forth here and in the Statement of Additional Information are fundamental
policies of that Portfolio. Fundamental policies cannot be changed with respect
to a Portfolio without the consent of the holders of a majority of that
Portfolio's outstanding shares.
No Portfolio may:
1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities and repurchase agreements
involving such securities) if as a result more than 5% of the total assets of
the Portfolio would be
9
<PAGE>
invested in the securities of such issuer. This restriction applies to 75% of
the Portfolio's total assets.
2. Purchase any securities which would cause 25% or more of the total assets of
a Portfolio to be invested in the securities of one or more issuers conducting
their principal business activities in the same industry, provided that this
limitation does not apply to investments in obligations issued or guaranteed by
the U.S. Government or its agencies and instrumentalities and repurchase
agreements involving such securities. For purposes of this limitation, (i)
utility companies will be divided according to their services, for example, gas
distribution, gas transmission, electric and telephone will each be considered a
separate industry, and (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.
3. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding 10% of the value of its total assets.
The foregoing percentages will apply at the time of the purchase of a security.
THE ADVISER
Oak Associates is a professional investment management firm and registered
investment adviser founded in April 1985. James D. Oelschlager is the sole
proprietor of the Adviser. As of December 31, 1994, the Adviser had
discretionary management authority with respect to approximately $1.7 billion of
assets, of which approximately $1.5 billion was invested in equity securities.
The principal business address of the Adviser is 3875 Embassy Parkway, Suite
250, Akron, Ohio 44333.
The Adviser serves as the investment adviser for each Portfolio under an
investment advisory agreement (the "Advisory Agreement"). Under the Advisory
Agreement, the Adviser makes the investment decisions for the assets of the
Portfolios and continuously reviews, supervises and administers the investment
program of each Portfolio, subject to the supervision of, and policies
established by, the Trustees of the Fund. In addition to advising the
Portfolios, 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 White Oak Portfolio and .74% of the average daily net assets of the Pin Oak
Portfolio, respectively. The Adviser has voluntarily agreed to waive all or a
portion of its fee and to reimburse expenses of each Portfolio in order to limit
total operating expenses of that Portfolio to an annual rate of not more than
1.00% of average daily net assets. The Adviser reserves the right, in its sole
discretion, to terminate its voluntary fee waivers and reimbursements at any
time.
10
<PAGE>
For the fiscal year ended October 31, 1994, the Adviser waived all fees due it
for both Portfolios, reimbursed expenses for the White Oak Portfolio at an
annual rate equal to .53% of that Portfolio's average daily net assets, and
reimbursed expenses for the Pin Oak Portfolio at an annual rate equal to .04% of
that Portfolio's average daily net assets.
James D. Oelschlager, President of the Adviser since 1985, has managed the
portfolios of the White Oak Portfolio and the Pin Oak Portfolio since their
inception, with both Donna Barton and Doug MacKay serving as assistant portfolio
managers during this period. Ms. Barton has been a trader for the Adviser since
1985. Mr. MacKay has been a research analyst for the Adviser since 1990; prior
to 1990, Mr. MacKay was a credit analyst for the Pittsburgh National Bank.
THE ADMINISTRATOR
SEI Financial Management Corporation (the "Administrator"), a wholly-owned
subsidiary of SEI Corporation ("SEI"), provides the Fund 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
each Portfolio, which fee is calculated daily and paid monthly, at an annual
rate of .20% of the average daily net assets of that Portfolio. However, each
Portfolio pays the Administrator a minimum annual fee of $50,000. The
administration fee a Portfolio pays will decline to an annual rate of .20% of
the Portfolio's average daily net assets at net asset levels of $25 million and
above.
The Administrator also serves as the shareholder servicing agent for the
Portfolios under a shareholder servicing agreement with the Fund.
THE TRANSFER AGENT
Supervised Service Company, 811 Main Street, Kansas City, Missouri 64105 (the
"Transfer Agent") serves as the transfer agent and dividend disbursing agent for
the Fund under a transfer agency agreement with the Fund.
11
<PAGE>
THE DISTRIBUTOR
SEI Financial Services Company (the "Distributor"), a wholly owned subsidiary of
SEI, serves as the Fund's distributor pursuant to a distribution agreement (the
"Distribution Agreement"). No compensation is paid to the Distributor for
distribution services for the shares of either Portfolio.
PORTFOLIO TRANSACTIONS
The Advisory Agreement authorizes the Adviser to select broker/dealers that will
execute the purchase or sale of investment securities for each Portfolio and
directs the Adviser to seek to obtain the best net results. Certain broker-
dealers assist their clients in the purchase of shares from the Distributor and
charge a fee for this service in addition to a Portfolio's public offering
price.
Each Portfolio may execute brokerage or other agency transactions through the
Distributor for which the Distributor may receive usual and customary
compensation. Because shares of the Portfolios are not marketed through
intermediary broker/dealers, it is not a Portfolio's practice to allocate
brokerage or effect principal transactions with broker/dealers on the basis of
sales of shares that may be made through such firms. However, the Adviser may
place orders for a Portfolio with qualified broker/dealers who refer clients to
that Portfolio.
PURCHASE AND REDEMPTION OF SHARES
Investors may purchase and redeem shares of either Portfolio directly through
the Transfer Agent, P.O. Box 419009, Kansas City, Missouri 64141-6009 by mail or
wire transfer. All shareholders may place wire transfer orders, and exchange
and redemption orders, by telephone; when market conditions are extremely busy,
it is possible that investors may experience difficulties placing orders by
telephone and may wish to place orders by mail. Purchases and redemptions of
shares of each Portfolio may be made on any Business Day. Shares of the
Portfolios are offered only to residents of states in which such shares are
eligible for purchase.
The minimum initial investment in the Portfolio is $25,000, and subsequent
purchases must be at least $5,000. The Distributor may waive these minimums at
its discretion. No minimum applies to subsequent purchases effected by dividend
reinvestment. As described below, subsequent purchases through the Portfolios'
Systematic Investment Plan must be at least $100.
12
<PAGE>
PURCHASES BY MAIL
An account may be opened by mailing a check or other negotiable bank draft
(payable to the name of the appropriate Portfolio) for $25,000 or more, together
with a completed Account Application to the Transfer Agent, P.O. Box 419009,
Kansas City, Missouri 64141-6009. Subsequent investments may also be mailed
directly to the Transfer Agent.
PURCHASES BY WIRE TRANSFER
Shareholders having an account with a commercial bank that is a member of the
Federal Reserve System may purchase shares of either Portfolio by requesting
their bank to transmit funds by wire to: United Missouri Bank of Kansas, N.A.;
ABA #10-10-00695; for Account Number 98-7052-396-5; Further Credit: either White
Oak Growth Stock Fund or Pin Oak Aggressive Stock Fund. The shareholder's name
and account number must be specified in the wire.
Initial Purchases: Before making an initial investment by wire, an investor
must first telephone 1-800-808-4921 to be assigned an account number. The
investor's name, account number, taxpayer identification number or Social
Security number, and address must be specified in the wire. In addition, an
Account Application should be promptly forwarded to: Supervised Service
Company, P.O. Box 419009, Kansas City, Missouri 64141-6009.
Subsequent Purchases: Additional investments may be made at any time through
the wire procedures described above, which must include a shareholder's name and
account number. The investor's bank may impose a fee for investments by wire.
GENERAL INFORMATION REGARDING PURCHASES
A purchase order will be effective as of the day received by the Transfer Agent
if the Transfer Agent receives the order and payment before 4:00 p.m., Eastern
time. Payment may be made by check or readily available funds. The purchase
price of shares of a Portfolio is the net asset value per share next determined
after a purchase order is effective. Purchases will be made in full and
fractional shares of the Portfolio calculated to three decimal places. The Fund
will not issue certificates representing shares of the Portfolio.
If a check received for the purchase of shares does not clear, the purchase will
be cancelled, and the investor could be liable for any losses or fees incurred.
The Fund reserves the right to reject a purchase order when the Fund determines
that it is not in the best interest of the Fund or its shareholders to accept
such order.
SYSTEMATIC INVESTMENT PLAN - A shareholder may also arrange for periodic
additional investments in the Portfolios through automatic deductions by
Automated Clearing House
13
<PAGE>
("ACH") transactions from a checking or savings account by completing the
appropriate section of the Account Application form. This Systematic Investment
Plan is subject to account minimum initial purchase amounts and a minimum pre-
authorized investment amount of $100 per month. An Account Application form may
be obtained by calling 1-800-932-7781.
EXCHANGES
Shareholders of either Portfolio may exchange their shares for shares of the
other Portfolio. Exchanges are made at net asset value. An exchange is
considered a sale of shares and will result in capital gain or loss for federal
income tax purposes. The shareholder must have received a current prospectus
for the new Portfolio before any exchange will be effected, and the exchange
privilege may be exercised only in those states where shares of the new
Portfolio may legally be sold. If the Transfer Agent receives exchange
instructions in writing or by telephone (an "Exchange Request") in good order by
4:00 p.m. on any Business Day, the exchange will be effected that day. The
liability of the Fund or the Transfer Agent for fraudulent or unauthorized
telephone instructions may be limited as described below. The Fund reserves the
right to modify or terminate this exchange offer on 60 days' notice.
REDEMPTIONS
Redemption orders received by the Transfer Agent prior to 4:00 p.m., Eastern
time on any Business Day will be effective that day. The redemption price of
shares is the net asset value per share of the Portfolio next determined after
the redemption order is effective. Payment on redemption will be made as
promptly as possible and, in any event, within seven days after the redemption
order is received, provided, however, that redemption proceeds for shares
purchased by check (including certified or cashier's checks) will be forwarded
only upon collection of payment for such shares; collection of payment may take
15 or more days. Shareholders may not close their accounts by telephone.
Shareholders may receive redemption payments in the form of a check or by
Federal Reserve wire transfer or ACH. There is no charge for having a check for
redemption proceeds mailed. The Custodian will deduct a wire charge, currently
$10.00, from the amount of a Federal Reserve wire redemption payment made at the
request of a shareholder. Shareholders cannot redeem shares of a Portfolio by
Federal Reserve wire on Federal holidays restricting wire transfers. The Fund
does not charge for ACH wire transactions; however, such transactions will not
be posted to a shareholder's bank account until the second Business Day
following the transaction.
SYSTEMATIC WITHDRAWAL PLAN - The Portfolios offer a Systematic Withdrawal Plan
("SWP") for shareholders who wish to receive regular distributions from their
account. Upon commencement of the SWP, the account must have a current value of
$25,000 or more. Shareholders may elect to receive automatic payments via ACH
of $100 or more on a
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monthly, quarterly, semi-annual or annual basis. An application form for SWP
may be obtained by calling 1-800-932-7781.
Shareholders should realize that if withdrawals exceed income dividends, their
invested principal in the account will be depleted. Thus, depending on the
frequency and amounts of the withdrawal payments and/or any fluctuations in the
net asset value per share, their original investment could be exhausted
entirely. To participate in the SWP, shareholders must have their dividends
automatically reinvested. Shareholders may change or cancel the SWP at any
time, upon written notice to the Transfer Agent.
Neither the Fund nor the Transfer Agent will be responsible for the authenticity
of the redemption instructions received by telephone if it reasonably believes
those instructions to be genuine. The Fund and the Transfer Agent will each
employ reasonable procedures to confirm that telephone instructions are genuine,
and may be liable for losses resulting from unauthorized or fraudulent telephone
transactions if it does not employ those procedures. Such procedures may
include taping of telephone conversations.
The right of redemption may be suspended or the date of payment of redemption
proceeds postponed during certain periods as set forth more fully in the
Statement of Additional Information.
The net asset value per share of each Portfolio is determined by dividing the
total market value of that Portfolio's investments and other assets, less any
liabilities, by the total outstanding shares of that Portfolio. Net asset value
per share is determined daily as of the close of business of the New York Stock
Exchange (currently, 4:00 p.m., Eastern time) on any Business Day.
PERFORMANCE
From time to time, each Portfolio may advertise its yield and total return.
These figures will be based on historical earnings and are not intended to
indicate future performance. No representation can be made regarding actual
future yields or returns. The yield of a Portfolio refers to the annualized
income generated by an investment in the Portfolio over a specified 30-day
period. The yield is calculated by assuming that the same amount of income
generated by the investment during that period is generated in each 30-day
period over one year and is shown as a percentage of the investment.
The total return of a Portfolio refers to the average compounded rate of return
on a hypothetical investment, for designated time periods (including but not
limited to the period from which the Portfolio commenced operations through the
specified date), assuming that the entire investment is redeemed at the end of
each period and assuming the reinvestment of all dividend and capital gain
distributions.
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A Portfolio may periodically compare its performance to that of other mutual
funds tracked by mutual fund rating services (such as Lipper Analytical
Services, Inc.), or by financial and business publications and periodicals, of
broad groups of comparable mutual funds, unmanaged indices, which may assume
investment of dividends but generally do not reflect deductions for
administrative and management costs, or other investment alternatives. A
Portfolio may quote Morningstar, Inc., a service that ranks mutual funds on the
basis of risk-adjusted performance. A Portfolio may quote Ibbotson Associates
of Chicago, Illinois, which provides historical returns of the capital markets
in the U.S. The Portfolio may use long term performance of these capital
markets to demonstrate general long-term risk versus reward scenarios and could
include the value of a hypothetical investment in any of the capital markets.
The Portfolio may also quote financial and business publications and periodicals
as they relate to fund management, investment philosophy, and investment
techniques.
A Portfolio may quote various measures of volatility and benchmark correlation
in advertising and may compare these measures to those of other funds. Measures
of volatility attempt to compare historical share price fluctuations or total
returns to a benchmark while measures of benchmark correlation indicate how
valid a comparative benchmark might be. Measures of volatility and correlation
are calculated using averages of historical data and cannot be calculated
precisely.
Additional performance information regarding each Portfolio is set forth in the
1994 Annual Report to Shareholders, available on request and without charge by
calling 1-800-932-7781.
TAXES
The following summary of federal income tax consequences is based on current tax
laws and regulations, which may be changed by legislative, judicial or
administrative action.
No attempt has been made to present a detailed explanation of the federal,
state, or local income tax treatment of a Portfolio or its shareholders.
Accordingly, shareholders are urged to consult their tax advisors regarding
specific questions as to federal, state and local income taxes.
TAX STATUS OF THE PORTFOLIOS:
Each Portfolio is treated as a separate entity for federal income tax purposes
and is not combined with the Fund's other portfolios. Each Portfolio intends to
qualify or to continue to qualify for the special tax treatment afforded
regulated investment companies as defined under Subchapter M of the Internal
Revenue Code of 1986, as amended. So long as a Portfolio qualifies for this
special tax treatment, it will be relieved of federal income tax on that part of
its net investment income and net capital gain (the excess of
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net long-term capital gain over net short-term capital loss) which it
distributes to shareholders.
TAX STATUS OF DISTRIBUTIONS:
Each Portfolio will distribute all of its net investment income (including, for
this purpose, net short-term capital gain) to shareholders. Dividends from net
investment income will be taxable to shareholders as ordinary income whether
received in cash or in additional shares. Distributions from net investment
income will qualify for the dividends-received deduction for corporate
shareholders only to the extent such distributions are derived from dividends
paid by domestic corporations. It can be expected that only certain dividends
of each Portfolio will qualify for that deduction. Any net capital gains will
be distributed annually and will be taxed to shareholders as long-term capital
gains, regardless of how long the shareholder has held shares. Each Portfolio
will make annual reports to shareholders of the federal income tax status of all
distributions, including the amount of dividends eligible for the dividends-
received deduction.
Certain securities purchased by a Portfolio (such as STRIPS) are sold with
original issue discount and thus do not make periodic cash interest payments.
For a further description of such securities, see "Description of Permitted
Investments and Risk Factors" below. Each Portfolio will be required to include
as part of its current income the accrued discount on such obligations even
though the Portfolio has not received any interest payments on such obligations
during that period. Because each Portfolio distributes all of its net
investment income to its shareholders, a Portfolio may have to sell portfolio
securities to distribute such accrued income, which may occur at a time when
the Adviser would not have chosen to sell such securities and which may result
in a taxable gain or loss.
Income received on direct U.S. obligations is exempt from income tax at the
state level when received directly and may be exempt, depending on the state,
when received by a shareholder from a Portfolio provided certain state-specific
conditions are satisfied. The Portfolios will inform shareholders annually of
the percentage of income and distributions derived from direct U.S. obligations.
Shareholders should consult their tax advisers to determine whether any portion
of the income dividends received from a Portfolio is considered tax exempt in
their particular state.
Dividends declared by a Portfolio in October, November or December of any year
and payable to shareholders of record on a date in one of those months will be
deemed to have been paid by the Portfolio and received by the shareholders on
December 31 of that year, if paid by the Portfolio at any time during the
following January.
Each Portfolio intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for federal excise tax.
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Sale, exchange or redemption of a Portfolio's shares is a taxable event to the
shareholder.
Income derived by a Portfolio from securities of foreign issuers may be subject
to foreign withholding taxes. The Portfolios will not be able to elect to treat
shareholders as having paid their proportionate share of such foreign taxes.
GENERAL INFORMATION
THE FUND
The Fund, a diversified, open-end management investment company, was organized
under Massachusetts law as a business trust under a Declaration of Trust dated
July 18, 1991. The Declaration of Trust permits the Fund to offer separate
series ("portfolios") of shares. All consideration received by the Fund for
shares of any portfolio and all assets of such portfolio belong to that
portfolio and would be subject to liabilities related thereto. The Fund
reserves the right to create and issue shares of additional portfolios.
The Fund pays its operating expenses, including fees of its service providers,
audit and legal expenses, expenses of preparing prospectuses, proxy solicitation
material and reports to shareholders, costs of custodial services and
registering the shares under federal and state securities laws, pricing and
insurance expenses and pays additional expenses including litigation and other
extraordinary expenses, brokerage costs, interest charges, taxes and
organization expenses. Each Portfolio's expense ratios are disclosed under
"Financial Highlights."
TRUSTEES OF THE FUND
The management and affairs of the Fund are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trustees have approved contracts
under which, as described above, certain companies provide essential management
services to the Fund.
VOTING RIGHTS
Each share held entitles the shareholder of record to one vote. Each Portfolio
will vote separately on matters relating solely to it. As a Massachusetts
business trust, the Fund is not required to hold annual meetings of shareholders
but shareholders' approval will be sought for certain changes in the operation
of the Fund 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 Fund. In the event that such a meeting is
requested, the Fund will provide appropriate assistance and information to the
shareholders requesting the meeting.
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REPORTING
The Fund issues unaudited financial information semi-annually and audited
financial statements annually for each Portfolio. The Fund also furnishes
periodic reports and, as necessary, proxy statements to shareholders of record.
SHAREHOLDER INQUIRIES
Shareholder inquiries should be directed to The Advisors' Inner Circle Fund,
P.O. Box 419009, Kansas City, Missouri 64141-6009 or by calling 1-800-932-7781.
Purchases, redemptions and exchanges of shares should be made through the
Transfer Agent by calling 1-800-808-4921.
DIVIDENDS AND DISTRIBUTIONS
Substantially all of the net investment income (exclusive of capital gain) of
each Portfolio is distributed in the form of quarterly dividends. Shareholders
of record on the next to last Business Day of each quarter will be entitled to
receive the quarterly dividend distribution, which is generally paid within 10
Business Days after the end of the quarter. If any capital gain is realized,
substantially all of it will be distributed at least annually.
Shareholders automatically receive all income dividends and capital gain
distributions in additional shares, unless the shareholder has elected to take
such payment in cash. Shareholders may change their election by providing
written notice to the Transfer Agent at least 15 days prior to the distribution.
Shareholders may receive payments for cash distributions in the form of a check
or by Federal Reserve wire transfer or ACH.
Dividends and other distributions of each Portfolio are paid on a per share
basis. The value of each share will be reduced by the amount of the payment.
If shares are purchased shortly before the record date for a distribution of
ordinary income or capital gains, a shareholder will pay the full price for the
shares and receive some portion of the price back as a taxable dividend or
distribution.
COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS
Morgan, Lewis & Bockius LLP serves as counsel to the Fund. Arthur Andersen LLP
serves as the independent public accountants of the Fund.
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CUSTODIAN
CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box 7618, Philadelphia,
PA 19101 acts as the custodian (the "Custodian") of the Fund. The Custodian
holds cash, securities and other assets of the Fund as required by the
Investment Company Act of 1940, as amended (the "1940 Act").
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS
The following is a description of certain of the permitted investments for each
Portfolio:
AMERICAN DEPOSITORY 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
"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.
CERTIFICATE 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 similar to 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
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is also affected by prevailing interest rates, the credit quality of the issuer,
and any call provisions.
REPURCHASE AGREEMENTS - Repurchase agreements are agreements by which the
Portfolio obtains a security and simultaneously commits to return the security
to the seller at an agreed upon price on an agreed upon date within a number of
days from the date of purchase. The Custodian will hold the security as
collateral for the repurchase agreement. The Portfolio bears a risk of loss in
the event the other party defaults on its obligations and the Portfolio is
delayed or prevented from exercising its right to dispose of the collateral or
if the Portfolio realizes a loss on the sale of the collateral. The Portfolio
will enter into repurchase agreements only with financial institutions deemed to
present minimal risk of bankruptcy during the term of the agreement based on
established guidelines. Repurchase agreements are considered loans under the
1940 Act.
TIME DEPOSIT - 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 are considered to be illiquid
securities.
U.S. GOVERNMENT AGENCIES - 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 Service. Some of these securities are supported
by the full faith and credit of the U.S. Treasury (e.g., Government National
Mortgage Association), others are supported by the right of the issuer to borrow
from the Treasury (e.g., Federal Farm Credit Bank), while still others are
supported only by the credit of the instrumentality (e.g., Federal National
Mortgage Association). 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 Portfolio'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").
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Summary.......................................................... 2
Expense Summary.................................................. 4
Financial Highlights............................................. 5-6
The Fund and the Portfolios...................................... 7
Investment Objectives and Policies............................... 7
Risk Factors..................................................... 9
Investment Limitations........................................... 10
The Adviser...................................................... 10
The Administrator................................................ 11
The Transfer Agent............................................... 12
The Distributor.................................................. 12
Portfolio Transactions........................................... 12
Purchase and Redemption of Shares................................ 12
Performance...................................................... 16
Taxes............................................................ 17
General Information.............................................. 18
Description of Permitted Investments and Risk Factors............ 20
</TABLE>
<PAGE>
FUND:
THE ADVISORS' INNER CIRCLE FUND
PORTFOLIOS:
WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND
ADVISER:
OAK ASSOCIATES
DISTRIBUTOR:
SEI FINANCIAL SERVICES COMPANY
ADMINISTRATOR:
SEI FINANCIAL MANAGEMENT CORPORATION
LEGAL COUNSEL:
MORGAN, LEWIS & BOCKIUS LLP
INDEPENDENT PUBLIC ACCOUNTANTS:
ARTHUR ANDERSEN LLP
FEBRUARY 28, 1995
