THE ADVISORS' INNER CIRCLE FUND
Investment Adviser:
OAK ASSOCIATES, LTD.
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, 1997 has been filed with
the Securities and Exchange Commission and is available without charge by
calling toll-free 1-888-462-5386. 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 NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
February 28, 1997, as supplemented August 15, 1997
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TABLE OF CONTENTS
Summary................................................................. 3
Expense Summary......................................................... 5
Financial Highlights.................................................... 6
The Fund and the Portfolios............................................. 8
Investment Objectives and Policies...................................... 8
Risk Factors............................................................ 9
Investment Limitations.................................................. 9
The Adviser............................................................. 10
The Administrator....................................................... 10
The Transfer Agent...................................................... 10
The Distributor......................................................... 10
Portfolio Transactions.................................................. 11
Purchase and Redemption of Shares....................................... 11
Performance............................................................. 13
Taxes................................................................... 13
General Information..................................................... 14
Description of Permitted Investments and Risk Factors................... 16
2
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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? An
investment in each Portfolio entails 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, Ltd. (the "Adviser") 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 Fund Resources (the "Administrator") serves
as the administrator and shareholder servicing agent of the Portfolios. See "The
Administrator."
Who is the Transfer Agent? DST Systems, Inc. (the "Transfer Agent") serves
as the transfer agent and dividend disbursing agent for the Portfolios. See "The
Transfer Agent."
Who is the Distributor? SEI Investments Distribution Co. (the
"Distributor") 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 $2,000, and requires subsequent purchases to be at least $50. The
Distributor may waive these minimums at its discretion.
3
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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 (a "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."
4
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EXPENSE SUMMARY
SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<CAPTION>
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WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND
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<S> <C>
Sales Load Imposed on Purchases.................................................. None
Sales Load Imposed on Reinvested Dividends....................................... None
Deferred Sales Load.............................................................. None
Redemption Fees(1)............................................................... None
Exchange Fees.................................................................... None
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</TABLE>
(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>
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WHITE OAK PIN OAK AGGRESSIVE
GROWTH STOCK FUND STOCK FUND
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<S> <C> <C>
Advisory Fees (after fee waivers)(2)................................... .47% .48%
12b-1 Fees............................................................. None None
Other Expenses......................................................... .43% .52%
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Total Operating Expenses (after fee waivers)(2)........................ 1.00% 1.00%
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</TABLE>
(2) The Adviser has voluntarily agreed to waive all or a portion of its fee for
each Portfolio 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. Absent such waivers the annual advisory fees
for the White Oak Growth Stock Fund and the Pin Oak Aggressive Stock Fund
would be .74% and .74%, respectively, and annual total operating expenses
(restated to reflect current expenses) would be 1.17% and 1.26%,
respectively, of average daily net assets. See "The Adviser."
EXAMPLE
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<CAPTION>
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1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
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
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</TABLE>
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."
5
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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 6,
1996 on the Fund's financial statements as of October 31, 1996. This table
should be read in conjunction with the Fund's audited financial statements and
notes thereto. The Portfolio's financial statements and additional performance
information are contained in the Annual Report to Shareholders which is
available without charge by calling toll-free 1-888-462-5386.
For a Share Outstanding Throughout the Period:
WHITE OAK
GROWTH STOCK FUND
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
11/01/95 11/01/94 11/01/93 11/01/92 08/03/92(1)
TO TO TO TO TO
10/31/96 10/31/95 10/31/94 10/31/93 10/31/92
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<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......... $ 18.08 $ 11.92 $ 10.64 $10.33 $10.00
Income From Investment Operations:
Net Investment Income...................... 0.05 0.04 0.02 0.05 0.02
Realized and Unrealized Gains (Losses) on
Securities............................... 3.80 6.15 1.28 0.32 0.33
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Total From Investment Operations............. 3.85 6.19 1.30 0.37 0.35
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Less Distributions:
Distributions From Net Investment
Income..................................... (0.05) (0.03) (0.02) (0.06) (0.02)
Dividends From Capital Gains................. -- -- -- -- --
Total Distributions.................... (0.05) (0.03) (0.02) (0.06) (0.02)
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NET ASSET VALUE, END OF PERIOD............... $ 21.88 $ 18.08 $11.92 $10.64 $10.33
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TOTAL RETURN................................. 21.33% 52.07% 12.24% 3.59% 14.30%*
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RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000).............. $26,109 $10,495 $5,942 $5,539 $3,195
Ratio Of Expenses To Average
Net Assets................................. 0.95% 0.97% 0.97% 0.97% 1.00%*
Ratio Of Expenses To Average Net Assets
(Excluding Waivers and
Reimbursements)............................ 1.50% 2.06% 2.24% 2.71% 4.78%*
Ratio Of Net Income To Average Net Assets.... 0.23% 0.29% 0.19% 0.54% 0.74%*
Ratio Of Net Income (Loss) To Average Net
Assets (Excluding Waivers and
Reimbursement)............................. (0.32)% (0.80)% (1.08)% (1.20)% (3.04)%*
Portfolio Turnover Rate...................... 8.07% 22.43% 37.42% 27.48% 0.00%
Average Commission Rate(2)................... $0.0599 N/A N/A N/A N/A
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</TABLE>
* Annualized
(1) The White Oak Growth Stock Fund commenced operations on August 3, 1992.
(2) Average commission rate paid per share for the security purchases and sales
made during the period.
6
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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 6,
1996 on the Fund's financial statements as of October 31, 1996. This table
should be read in conjunction with the Fund's audited financial statements and
notes thereto. The Portfolio's financial statements and additional performance
information are contained in the Annual Report to Shareholders which is
available without charge by calling toll-free 1-888-462-5386.
For a Share Outstanding Throughout the Period:
PIN OAK
AGGRESSIVE STOCK FUND
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
11/01/95 11/01/94 11/01/93 11/01/92 08/03/92(1)
TO TO TO TO TO
10/31/96 10/31/95 10/31/94 10/31/93 10/31/92
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD......... $ 17.32 $ 11.60 $12.62 $10.28 $10.00
Income From Investment Operations:
Net Investment Income (Loss)............... (0.09) (0.08) (0.06) (0.05) --
Realized and Unrealized Gain (Loss) on
Investments.............................. (0.15) 5.80 (0.96) 2.39 0.28
- ----------------------------------------------------------------------------------------------------------
Total From Investment Operations............. (0.24) 5.72 (1.02) 2.34 0.28
- ----------------------------------------------------------------------------------------------------------
Less Distributions:
Distributions From Net Investment
Income..................................... -- -- -- -- --
Distributions From Capital Gains............. -- -- -- -- --
- ----------------------------------------------------------------------------------------------------------
Total Distributions.................... -- -- -- -- --
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NET ASSET VALUE, END OF PERIOD............... $ 17.08 $17.32 $11.60 $12.62 $10.28
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TOTAL RETURN................................. (1.39)% 49.31% (8.08)% 22.76% 11.57%*
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RATIOS AND SUPPLEMENTAL DATA
Net Assets, End Of Period (000).............. $23,738 $15,652 $9,624 $9,079 $4,127
Ratio Of Expenses To Average
Net Assets................................. 0.96% 0.98% 0.96% 0.98% 1.00%*
Ratio Of Expenses To Average Net
Assets (Excluding Waivers and
Reimbursements)............................ 1.47% 1.65% 1.74% 2.07% 4.06%*
Ratio Of Net Income (Loss) To Average Net
Assets..................................... (0.62)% (0.70)% (0.62)% (0.48)% 0.03%*
Ratio Of Net Income (Loss) To Average Net
Assets (Excluding Fee Waivers and
Reimbursements)............................ (1.13)% (1.37)% (1.40)% (1.57)% (3.03)%*
Portfolio Turnover Rate...................... 31.65% 49.28% 48.88% 68.32% 4.00%
Average Commission Rate(2)................... $0.0617 N/A N/A N/A N/A
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</TABLE>
* Annualized
(1) The Pin Oak Aggressive Stock Fund commenced operations on August 3, 1992.
(2) Average commission rate paid per share for the security purchases and sales
made during the period.
7
<PAGE>
THE FUND AND THE PORTFOLIOS
The Advisors' Inner Circle Fund (the "Fund") offers shares of a number of
separately-managed 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"), each a diversified portfolio. Information
regarding the other mutual funds in the Fund is contained in separate
prospectuses that may be obtained by calling toll-free 1-888-462-5386.
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, Ltd. (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.
IN GENERAL
Each Portfolio 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. Each Portfolio will purchase only those securities that are
traded in the United States on registered exchanges or the over-the-counter
market.
Each Portfolio 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.
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 total 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
8
<PAGE>
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 and Risk Factors" and "Description of Permitted
Investments" in 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 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 -- 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 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, its agencies or instrumentalities and repurchase agreements
involving such securities. For purposes of this limitation, (i) utility
companies will
9
<PAGE>
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, Ltd. (the "Adviser") 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 October 31, 1996, the
Adviser had discretionary management authority with respect to approximately
$4.2 billion of assets under management. 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 for each Portfolio 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. For the fiscal year ended October 31,
1996, the Adviser received Advisory fees of .19% and .23%, respectively, of the
White Oak and Pin Oak Portfolios' 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.
THE ADMINISTRATOR
SEI Fund Resources (the "Administrator") 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 .15% on the first $250 million of average daily net assets; .12% on the
next $200 million; .10% on the next $200 million and .08% on average daily net
assets over $650 million. However, each Portfolio pays the Administrator a
minimum annual fee of $50,000.
The Administrator also serves as the shareholder servicing agent for each
Portfolio under a shareholder servicing agreement with the Fund.
THE TRANSFER AGENT
DST Systems, Inc., 1004 Baltimore 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.
THE DISTRIBUTOR
SEI Investments Distribution Co. (the "Distributor"), Oaks, Pennsylvania 19456,
a wholly-owned subsidiary of SEI Investments Company, serves as the Fund's
distributor pursuant to a distribution agreement (the "Distribution Agreement").
No compensation is paid to
10
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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.
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
Purchases and redemptions may be made through the Transfer Agent on each day
that the New York Stock Exchange is open for business (a "Business Day").
Investors may purchase and redeem shares of either Portfolio directly through
the Transfer Agent at: The Advisors' Inner Circle Fund, 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. Certain broker-dealers
assist their clients in the purchase or redemptions of shares from the
Distributor and charge a fee for this service in addition to a Portfolio's
public offering price.
The minimum initial investment in the Portfolio is $2,000, and subsequent
purchases must be at least $50. 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 $25.
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 $2,000 or more, together
with a completed Account Application to the Transfer Agent at: The Advisors'
Inner Circle Fund, P.O. Box 419009, Kansas City, Missouri 64141-6009. Third-
party checks, credit cards, credit card checks and cash will not be accepted.
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, 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 toll-free 1-888-462-5386 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 the Transfer Agent at: The
Advisors' Inner Circle Fund, 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
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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 a
Portfolio calculated to three decimal places. The Fund will not issue
certificates representing shares of the Portfolios.
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 ("ACH") transfers 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 $25 per month. An
Account Application form may be obtained by calling toll-free 1-888-462-5386.
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., Eastern time 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 the investment being redeemed has
been in the shareholder's account for a minimum of 15 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 wire transfer. 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 transfers; however, such
transactions will not be posted to a shareholder's bank account until the second
Business Day following the transaction.
SYSTEMATIC WITHDRAWAL PLAN -- Each Portfolio offers 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
wire transfers of $100 or more on a monthly, quarterly, semi-annual or annual
basis. An application form for SWP may be obtained by calling toll-free
1-888-462-5386.
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.
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ADDITIONAL REDEMPTION INFORMATION
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.
CALCULATION OF NET ASSET VALUE
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 (normally, 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.
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 and unmanaged indices. The performance
of unmanaged indices 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.
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
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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 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 generally 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.
A 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. A Portfolio will not be able to elect to treat
shareholders as having paid their proportionate share of such foreign taxes.
GENERAL INFORMATION
THE FUND
The Portfolio, an open-end investment management 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 (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
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costs, interest charges, taxes and organization expenses and (ii) pro rata share
of the Fund's other expenses, including audit and legal expenses. Expenses not
attributable to a specific portfolio are allocated across all of the portfolios
on the basis of relative net assets.
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.
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 toll-free
1-888-462-5386.
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 wire transfers.
Dividends and other distributions of a 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.
CUSTODIAN
CoreStates Bank, N.A., Broad and Chestnut Streets, P.O. Box 7618, Philadelphia,
Pennsylvania 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").
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DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS
The following is a description of certain of the permitted investments for each
Portfolio:
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
"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 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.
ILLIQUID SECURITIES -- Illiquid securities are securities that cannot be
disposed of within seven business days at approximately the price at which they
are being carried on a Portfolio'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.
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.
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Treasury (e.g., Government National Mortgage Association securities), others are
supported by the right of the issuer to borrow from the Treasury (e.g., Federal
Farm Credit Bank securities), while still others are supported only by the
credit of the instrumentality (e.g., Federal National Mortgage Association
securities). 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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The Advisors' Inner Circle Fund
P.O. Box 419009
Kansas City, MO 64141-6009
Portfolios:
White Oak Growth Stock Fund
Pin Oak Aggressive Stock Fund
Investment Advisor:
Oak Associates, Ltd.
Distributor:
SEI Investments Distribution Co.
Administrator:
SEI Fund Resources
Legal Counsel:
Morgan, Lewis & Bockius LLP
Independent Public Accountants:
Arthur Andersen LLP
[LOGO] OAK ASSOCIATES, ltd
To open an account,
receive account information,
make inquiries or
request literature:
TOLL-FREE
1-888-4OAK-FUND
(1-888-462-5386)
OAK-F-010-07
-----------------------
PROSPECTUS
FEBRUARY 28, 1997
As Supplemented,
August 15, 1997
[LOGO]
--------------------------
WHITE OAK GROWTH
STOCK FUND
--------------------------
PIN OAK AGGRESSIVE
STOCK FUND
Advised by
OAK ASSOCIATES, LTD.
