<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE ADVISORS' INNER CIRCLE FUND
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: *
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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PH02/201827.1
<PAGE>
WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND
---------------------
IMPORTANT SHAREHOLDER INFORMATION
---------------------
THE DOCUMENT YOU HOLD IN YOUR HANDS CONTAINS YOUR PROXY STATEMENT AND PROXY
CARD. A PROXY CARD IS, IN ESSENCE, A BALLOT. WHEN YOU VOTE YOUR PROXY CARD, IT
TELLS US HOW TO VOTE ON YOUR BEHALF ON IMPORTANT ISSUES RELATING TO YOUR FUND.
IF YOU SIMPLY SIGN THE PROXY CARD WITHOUT SPECIFYING A VOTE, YOUR SHARES WILL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF TRUSTEES. YOU WILL
RECEIVE ONE PROXY CARD FOR EACH FUND IN WHICH YOU OWN SHARES.
WE URGE YOU TO SPEND A FEW MINUTES WITH THE PROXY STATEMENT, FILL OUT YOUR
PROXY CARD, AND RETURN IT TO US. VOTING YOUR PROXY, AND DOING SO PROMPTLY,
ENSURES THAT YOUR FUND WILL NOT NEED TO CONDUCT ADDITIONAL MAILINGS. WHEN
SHAREHOLDERS DO NOT RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, WE HAVE TO MAKE
FOLLOW-UP SOLICITATIONS.
PLEASE TAKE A FEW MOMENTS TO EXERCISE YOUR RIGHT TO VOTE. THANK YOU.
------------------------
THE ADVISORS' INNER CIRCLE FUND
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND
Dear Shareholder:
A Special Meeting of Shareholders of the White Oak Growth Stock Fund and Pin
Oak Aggressive Stock Fund (each a "Fund" and, together, the "Funds") of The
Advisors' Inner Circle Fund has been scheduled for Wednesday, February 25, 1998.
If you are a Shareholder of record as of the close of business on December 29,
1997, you are entitled to vote on the proposals at the meeting or for any
adjournment of the meeting.
While you are, of course, welcome to join us at the meeting, most
Shareholders cast their votes by filling out and signing the enclosed Proxy
Card. Whether or not you plan to attend the meeting, we need your vote. Please
mark, sign, and date the enclosed Proxy Card and return it promptly in the
enclosed, postage-paid envelope so that the maximum number of shares may be
voted.
The attached Proxy Statement is designed to give you information relating to
the proposal(s) upon which you will be asked to vote. The Board of Trustees is
recommending that you approve a reorganization of the Funds under which each
Fund would be combined with and into a corresponding portfolio (each, a
"Portfolio") of Oak Associates Funds (the "Oak Trust"). While Shareholders of
each Fund will vote separately, the reorganization is contingent upon the
approval of the Shareholders of both Funds. Assuming approval by Shareholders of
each Fund: (i) each holder of shares of the White Oak Growth Stock Fund will
receive a number of shares of the White Oak Growth Stock Portfolio equal in
dollar value and in the number of shares of the White Oak Growth Stock Fund
owned by such holder at the time of the combination; and (ii) each holder of
shares of the Pin Oak Aggressive Stock Fund will receive a number of shares of
the Pin Oak Aggressive Stock Portfolio equal in dollar value and in the number
of shares of the Pin Oak Aggressive Stock Fund owned by such holder at the time
of the combination. As further explained in the accompanying proxy statement,
the Board of Trustees expects such a combination to result in operational
efficiencies. We encourage you to support the Trustees' recommendation to
approve the proposals.
Your vote is important to us. Please do not hesitate to call 1-800-932-7781
if you have any questions about the proposal under consideration. Thank you for
taking the time to consider this important proposal and for your investment in
the Funds.
Sincerely,
David G. Lee
PRESIDENT
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
2 OLIVER STREET
BOSTON, MA 02109
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
JANUARY 8, 1998
Notice is hereby given that a Special Meeting of Shareholders of the White
Oak Growth Stock Fund and Pin Oak Aggressive Stock Fund (each a "Fund" and,
together, the "Funds") of The Advisors' Inner Circle Fund (the "Trust") will be
held at the offices of SEI Investments Company, One Freedom Valley Road, Oaks,
Pennsylvania 19456, on Wednesday, February 25, 1998 at 3:00 p.m.
At the meeting, Shareholders of each Fund will be asked to consider and act
upon a proposed Agreement and Plan of Reorganization and Liquidation pursuant to
which each Fund will transfer all of its assets and liabilities to, as
appropriate, the White Oak Growth Stock Portfolio and Pin Oak Aggressive Stock
Portfolio (each an "Oak Portfolio" and, together, the "Oak Portfolios") of the
Oak Associates Funds (the "Oak Trust"), in exchange for shares of the applicable
Oak Portfolio. The proposals, which are identical for each Fund and which are
more fully described in the attached Proxy Statement, are as follows:
1. WHITE OAK GROWTH STOCK FUND
APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (THE
"AGREEMENT") BETWEEN THE ADVISORS' INNER CIRCLE FUND, ON BEHALF OF THE WHITE
OAK GROWTH STOCK FUND, AND OAK ASSOCIATES FUNDS, ON BEHALF OF THE WHITE OAK
GROWTH STOCK PORTFOLIO.
2. PIN OAK AGGRESSIVE STOCK FUND
APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (THE
"AGREEMENT") BETWEEN THE ADVISORS' INNER CIRCLE FUND, ON BEHALF OF THE PIN
OAK AGGRESSIVE STOCK FUND, AND OAK ASSOCIATES FUNDS, ON BEHALF OF THE PIN
OAK AGGRESSIVE STOCK PORTFOLIO.
Shareholders of each Fund will vote separately on the proposal applicable to
them. However, the reorganization is contingent upon, and will be effectuated
only if, both proposals are approved.
In accordance with their own discretion, the proxies are authorized to vote
on such other business as may properly come before the meeting.
All Shareholders are cordially invited to attend the meeting. However, if
you are unable to be present at the meeting, you are requested to mark, sign,
and date the enclosed Proxy Card and return it promptly in the enclosed,
postage-paid envelope so that the meeting may be held and a maximum number of
shares may be voted.
Shareholders of record at the close of business on December 29, 1997 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF TRUSTEES
JOHN H. GRADY, JR., SECRETARY
January 8, 1998
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
2 OLIVER STREET
BOSTON, MA 02109
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of The Advisors' Inner Circle Fund (the
"Trust") for use at the Special Meeting of Shareholders to be held on Wednesday,
February 25, 1998 at 3:00 p.m. at the offices of SEI Investments Company, One
Freedom Valley Road, Oaks, Pennsylvania 19456, and at any adjourned session
thereof (such meeting and any adjournments thereof are hereinafter referred to
as the "Meeting"). Shareholders of the White Oak Growth Stock Fund and Pin Oak
Aggressive Stock Fund (each a "Fund" and, together, the "Funds") of the Trust of
record at the close of business on December 29, 1997 ("Shareholders"), are
entitled to vote at the Meeting. As of December 29, 1997, the approximate number
of units of beneficial interest ("shares") issued and outstanding for each of
the Funds is set forth below:
<TABLE>
<CAPTION>
SHARES OUTSTANDING AS
FUNDS OF DECEMBER 29, 1997
- ------------------------------------------------------------------------------------------- ---------------------
<S> <C>
White Oak Growth Stock Fund................................................................
Pin Oak Aggressive Stock Fund..............................................................
</TABLE>
Each share is entitled to one vote and each fractional share is entitled to a
proportionate fractional vote on each matter as to which such shares are to be
voted at the Meeting.
In addition to the solicitation of proxies by mail, Trustees and officers of
the Trust and officers and employees of SEI Fund Resources, the administrator
and shareholder servicing agent for the Trust, may solicit proxies in person or
by telephone. Persons holding shares as nominees will, upon request, be
reimbursed for their reasonable expenses incurred in sending soliciting
materials to their principals. The cost of the solicitation will be borne by the
Oak Associates Funds (the "Oak Trust"). However, due to the effect of voluntary
advisory fees waivers by Oak Associates Ltd. ("Oak Associates"), the Oak Trust's
investment adviser, Oak Associates should ultimately bear such solicitation
costs. The proxy and this Proxy Statement are being mailed to Shareholders on or
about January 8, 1998.
Shares represented by duly executed proxies will be voted in accordance with
the instructions given. Proxies may be revoked at any time before they are
exercised by a written revocation received by the President of the Trust at One
Freedom Valley Road, Oaks, Pennsylvania 19456, by properly executing a
later-dated proxy, or by attending the Meeting and voting in person.
PROPOSALS
1. WHITE OAK GROWTH STOCK FUND
APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (THE
"AGREEMENT") BETWEEN THE ADVISORS' INNER CIRCLE FUND, ON BEHALF OF THE WHITE
OAK GROWTH STOCK FUND, AND OAK ASSOCIATES FUNDS, ON BEHALF OF THE WHITE OAK
GROWTH STOCK PORTFOLIO.
2. PIN OAK AGGRESSIVE STOCK FUND
APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (THE
"AGREEMENT") BETWEEN THE ADVISORS' INNER CIRCLE FUND, ON BEHALF OF THE PIN
OAK AGGRESSIVE STOCK FUND, AND OAK ASSOCIATES FUNDS, ON BEHALF OF THE PIN
OAK AGGRESSIVE STOCK PORTFOLIO.
INTRODUCTION
The Board of Trustees of the Trust is recommending that Shareholders of the
Funds approve an Agreement and Plan of Reorganization and Liquidation (the
"Agreement") between the Trust, on behalf of the White Oak Growth Stock Fund and
Pin Oak Aggressive Stock Fund (the "Funds"), and the Oak Trust, on behalf of the
White Oak Growth Stock Portfolio and Pin Oak Aggressive Stock Portfolio (each an
<PAGE>
"Oak Portfolio" and, together, the "Oak Portfolios"). Shareholders of each Fund
will vote separately, but the Agreement will be executed and the transactions
called for thereunder only if the Shareholders of both Portfolios approve. The
Agreement provides for the transfer of all of the assets of each of the Funds to
the Oak Trust in exchange solely for shares of beneficial interest of the
corresponding Oak Portfolio and the assumption by each Oak Portfolio of the
liabilities of the corresponding Fund and the distribution of the Oak
Portfolios' shares to the Shareholders of each Fund in liquidation thereof (the
"Reorganization"). A copy of the Agreement is attached to this Proxy Statement
as Exhibit A. The description of the Agreement in this Proxy Statement is
qualified in its entirety by reference to Exhibit A.
SUMMARY OF THE TRANSACTION
The Trust is organized as a Massachusetts business trust and is not required
to hold annual meetings of Shareholders. The Meeting is being called in order to
permit the Shareholders of each Fund to vote on an Agreement pursuant to which
each of the Funds will transfer all of its assets and liabilities to one of two
Portfolios of the newly-organized Oak Trust in exchange for shares of the
corresponding Oak Portfolio. Each pair of portfolios (I.E., the Trust's White
Oak Growth Stock Fund and the Oak Trust's White Oak Growth Stock Portfolio and
the Trust's Pin Oak Aggressive Stock Fund and the Oak Trust's Pin Oak Aggressive
Stock Portfolio) are referred to herein as "corresponding" Funds. Once shares of
the Oak Portfolios have been distributed to Shareholders of the Funds, the Funds
will be liquidated.
DESCRIPTION OF THE AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
The Agreement dated as of [date], 1997, by and between the Trust, on behalf
of the Funds, and the Oak Trust, on behalf of the Oak Portfolios, provides for
the transfer of all (or substantially all) of the assets of each Fund solely in
exchange for the assumption by the corresponding Oak Portfolio of all or
substantially all of the liabilities and units of beneficial interest of the
Fund, followed by the distribution on the closing date of such Oak Portfolio's
shares to the holders of units of beneficial interest of the Fund's shares. On
the closing date for the Reorganization, each Fund will assign, deliver, and
otherwise transfer all of its assets and assign all of its liabilities to the
corresponding Oak Portfolio free and clear of all liens and encumbrances, and
the Oak Portfolio will acquire all the assets and will assume all such
liabilities, in exchange for all of the corresponding Fund's shares outstanding
immediately prior to the effective time of the closing. In addition, the
Agreement provides that the net asset value per share of each Fund and its
corresponding Oak Portfolio and the number of shares of each Oak Portfolio
issued in exchange for shares of its corresponding Fund will be equal. On the
closing date for the Reorganization, if both Portfolios obtain Shareholder
approval of the appropriate proposal for the Reorganization, all or
substantially all of the assets and liabilities of the Funds will be exclusively
assigned to and assumed by the Oak Portfolios, and all debts, liabilities,
obligations and duties of the Funds, to the extent that they exist at the
closing, shall attach to the Oak Portfolios and may be enforced against the Oak
Portfolios to the same extent as if they had been incurred by the Oak
Portfolios.
After the transfer of Shares from the Oak Portfolios to the Funds, the Funds
will liquidate, and the full and fractional shares of the Oak Portfolios
received by the Funds will be distributed to the Shareholders of record of the
Funds as of the closing in exchange for their respective shares in complete
liquidation of the Funds. Each Shareholder of a Fund will receive the same
number of the corresponding Oak Portfolio shares as he or she owned at the time
of the closing. This liquidation and distribution will be accompanied by the
establishment of an account on the share records of the Oak Portfolios in the
name of each Shareholder of the Funds and representing the respective number of
Oak Portfolio shares distributed to such Shareholder. Thereafter, the Trust will
take all necessary and proper steps to effect the complete termination of the
Funds.
The Agreement also provides that the Oak Trust will receive, prior to the
closing, an opinion of counsel for the Trust to the effect that: (i) each Fund
is a duly organized and validly existing series of the Trust under the laws of
the Commonwealth of Massachusetts; (ii) the Trust is an open-end management
2
<PAGE>
investment company registered under the Investment Company Act of 1940 (the
"1940 Act"); (iii) that the Agreement, the Reorganization provided for herein
and the execution of the Agreement have been duly authorized and approved by all
requisite action of the Trust and the Agreement has been duly executed and
delivered by the Trust on behalf of the Funds and is a valid and binding
obligation of the Funds, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, and similar laws or court decisions regarding enforcement
of creditors' rights generally; and (iv) to the best of counsel's knowledge,
after reasonable inquiry, no consent, approval, order or other authorization of
any federal or state court or administrative or regulatory agency is required
for the Trust or the Funds to enter into the Agreement or carry out its terms
that has not been obtained, other than where the failure to obtain such consent,
approval, order, or authorization would not have a material adverse affect on
the operations of the Trust.
In addition, the Trust shall have received an opinion of counsel for the Oak
Trust to the effect that: (i) each Oak Portfolio is a duly organized and validly
existing series of the Oak Trust under the laws of the Commonwealth of
Massachusetts; (ii) the Oak Trust is an open-end management investment company
registered under the 1940 Act; (iii) the Agreement, the Reorganization provided
for herein and the execution of the Agreement have been duly authorized and
approved by all requisite corporate action of the Oak Trust and the Agreement
has been duly executed and delivered by the Oak Trust on behalf of the Oak
Portfolios and is a valid and binding obligation of the Oak Portfolios, subject
to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or
court decisions regarding enforcement of creditors' rights generally; (iv) to
the best of counsel's knowledge, after reasonable inquiry, no consent, approval,
order or other authorization of any federal or state court or administration or
regulatory agency is required for the Oak Trust or the Oak Portfolios to enter
into the Agreement or carry out its terms that has not already been obtained,
other than where the failure to obtain any such consent, approval, order or
authorization would not a material adverse effect on the operations of the Oak
Trust; and (v) the Oak Portfolio shares to be issued in the reorganization have
been duly authorized and upon issuance thereof in accordance with the Agreement,
will be validly issued, fully paid, and non-assessable.
TAX CONSEQUENCES OF THE REORGANIZATION
At the time of the closing, the Funds and the Oak Portfolios shall have
received an opinion of counsel substantially to the effect that for federal
income tax purposes: (1) no gain or loss will be recognized to the Funds upon
the transfer of their assets in exchange, solely for Oak Portfolios' shares and
the assumption by the Oak Portfolios of the Funds' stated liabilities; (2) no
gain or loss will be recognized to the Oak Portfolios on their receipt of the
Funds' assets in exchange for Oak Portfolios' shares and the assumption by the
Oak Portfolios of the Funds' liabilities; (3) the basis of the Funds' assets in
the Oak Portfolios hands will be the same as the basis of those assets in the
Funds' hands immediately before the conversion; (4) the Oak Portfolios' holding
period for the assets transferred to the Oak Portfolios by the Funds will
include the holding period of those assets in the Funds' hands immediately
before the conversion; (5) no gain or loss will be recognized to the Funds on
the distribution of Oak Portfolios' shares to the Funds' shareholders in
exchange for their shares of the Funds; (6) no gain or loss will be recognized
to a shareholder of a Fund as a result of the Fund's distribution of Oak
Portfolios' shares to that Fund's shareholder in exchange for the Fund's
shareholder's shares of the Fund; (7) the basis of the Oak Portfolios' shares
received by a Fund's shareholders will be the same as the adjusted basis of that
Fund's shareholders' shares of the Fund surrendered in exchange therefor; and
(8) the holding period of the Oak Portfolios' shares received by a Fund's
shareholders will include the Fund's shareholders' holding period for a Fund's
shareholders' shares of the Fund surrendered in exchange therefore, provided
that said Fund's shares were held as capital assets on the date of the
conversion.
The Reorganization is expected to qualify as a "reorganization" within the
meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended
(the "Code"), with each of the Funds and the Portfolios being "parties to a
reorganization" within the meaning of Section 368(b) of the Code.
3
<PAGE>
As a consequence, the Reorganization will be tax-free for each of the Funds, the
Oak Portfolios and their respective Shareholders.
DESCRIPTION OF THE FUNDS
The Trust was organized under Massachusetts law as a business trust pursuant
to a Declaration of Trust dated July 18, 1991, which was amended and restated on
February 18, 1997. The Trust is an open-end management investment company
registered under the 1940 Act, and has authorized capital consisting of an
unlimited number of units of beneficial interest without par value of separate
series of the Trust. Each of the Funds is a duly organized and validly existing
series of the Trust.
The White Oak Growth Stock Fund seeks long-term capital growth. The Fund is
normally as fully invested as practicable in common stocks, but also invests in
warrants and rights to purchase common stocks, debt securities and preferred
stocks convertible into common stocks, and American Depositary Receipts
("ADRs"). The Fund purchases securities primarily of established companies with
large market capitalizations (an equity market capitalization in excess of $1
billion).
The Pin Oak Aggressive Stock Fund seeks long-term growth of capital. The
Fund is normally as fully invested as practicable in common stocks, but also
invests in warrants and rights to purchase common stocks, debt securities and
preferred stocks convertible into common stocks, and ADRs. The Fund purchases
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.
Oak Associates serves as investment adviser to each Fund pursuant to an
investment advisory agreement with the Trust dated July 20, 1992 (the "Advisory
Agreement"). The Trust's Advisory Agreement with Oak Associates provides, in
part, that Oak Associates makes investment decisions for the assets of each Fund
and continuously reviews, supervises and administers each Fund's investment
program, subject to the supervision of, and policies established by, the
Trustees of the Trust. For its services, Oak Associates 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 each Fund.
DESCRIPTION OF THE OAK PORTFOLIOS
The Oak Trust was organized under Massachusetts law as a business trust
pursuant to an Agreement and Declaration of Trust dated November 6, 1997. The
Oak Trust is an open-end management investment company registered under the 1940
Act which has authorized capital consisting of an unlimited number of units of
beneficial interest of each of the separate series of the Oak Trust. The White
Oak Growth Stock Portfolio and Pin Oak Aggressive Stock Portfolio are each duly
organized and validly existing series of the Oak Trust.
The White Oak Growth Stock Portfolio seeks long-term capital growth. The Oak
Portfolio is normally as fully invested as practicable in common stocks, but
also invests in warrants and rights to purchase common stocks, debt securities
and preferred stocks convertible into common stocks, and ADRs. The Oak Portfolio
purchases securities primarily of established companies with large market
capitalizations (an equity market capitalization in excess of $1 billion). The
Trust's White Oak Growth Stock Fund has the same investment objective and
investment policies.
The Pin Oak Aggressive Stock Portfolio seeks long-term growth of capital.
The Oak Portfolio is normally as fully invested as practicable in common stocks,
but also invests in warrants and rights to purchase common stocks, debt
securities and preferred stocks convertible into common stocks, and ADRs. The
Oak Portfolio purchases securities primarily of companies with small to medium
market capitalizations (an equity market capitalization between $100 million and
$1 billion); these companies may be
4
<PAGE>
positioned in emerging growth industries. The Trust's Pin Oak Aggressive Stock
Fund has the same investment objective and investment policies.
Oak Associates serves as investment adviser to each series of the Oak Trust.
The Investment Advisory Agreement between Oak Associates and the Oak Trust is
substantially identical to the Investment Advisory Agreement that exists between
Oak Associates and the Trust, on behalf of the Funds. Significantly, both
Investment Advisory Agreements provide for the same fees, duties, and standards
of care. For its services, Oak Associates 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 each Oak Portfolio.
The tables below set forth comparative fee information (after waivers and
reimbursements) for both the Funds (historical) and the Oak Portfolios
(projected):
<TABLE>
<CAPTION>
WHITE OAK PIN OAK
GROWTH STOCK AGGRESSIVE
TRUST FUND(1) STOCK FUND(1)
- -------------------------------------------------------------------------------------- --------------- --------------
<S> <C> <C>
Advisory Fees......................................................................... .47% .48%
Other Expenses........................................................................ .53% .52%
Total Operating Expenses.............................................................. 1.00% 1.00%
<CAPTION>
PIN OAK
WHITE OAK AGGRESSIVE
GROWTH STOCK STOCK
OAK TRUST PORTFOLIO(2) PORTFOLIO(2)
- -------------------------------------------------------------------------------------- --------------- --------------
<S> <C> <C>
Advisory Fees......................................................................... .47% .48%
Other Expenses........................................................................ .53% .52%
Total Operating Expenses.............................................................. 1.00% 1.00%
</TABLE>
(1) The Adviser has agreed, on a voluntary basis, to waive its advisory fee for
the Trust's White Oak Growth Stock Fund and the Pin Oak Aggressive Stock
Fund to the extent necessary to keep the "Total Operating Expenses" of each
Fund from exceeding 1.00%. The Adviser reserves the right to terminate its
waivers at any time in its sole discretion. Absent such waivers and/or
reimbursements, "Advisory Fees" for the White Oak Growth Stock Fund and the
Pin Oak Aggressive Stock Fund would be 0.74% and 0.74%, respectively, and
"Total Operating Expenses" would be 1.27% and 1.26%, respectively.
(2) The Adviser has agreed, on a voluntary basis, to waive its advisory fee for
the Oak Trust's White Oak Growth Stock Portfolio and the Pin Oak Aggressive
Stock Portfolio to the extent necessary to keep the "Total Operating
Expenses" of each Oak Portfolio from exceeding 1.00%. The Adviser reserves
the right to terminate its waivers at any time in its sole discretion.
Absent such waivers and/or reimbursements, "Advisory Fees" for the White Oak
Growth Stock Portfolio and the Pin Oak Aggressive Stock Portfolio would be
0.74% and 0.74%, respectively, and "Total Operating Expenses" would be 1.27%
and 1.26%, respectively.
One of the principal differences between the Oak Portfolios and the Funds is
that the Oak Portfolios' shareholders get one vote for each dollar, and a
proportionate fractional vote for each fraction of a dollar, they have invested
in the Oak Portfolios. In contrast, Shareholders of the Funds get one full vote
for each share held and a proportionate fractional vote for each fraction share
held. However, the Oak Trust has the same Board of Trustees, administrator,
distributor, custodian and transfer agent as the Trust.
REASONS FOR THE REORGANIZATION
Oak Associates has served as investment adviser to each of the Funds since
their inception. Each Fund is a separate series of the Trust, a Massachusetts
business trust that has numerous other Funds advised by a variety of investment
advisers. In the interests of obtaining increased flexibility respecting
investment management and operational issues, Oak Associates proposed the
transfer the assets of the White Oak Growth Stock Fund and Pin Oak Aggressive
Stock Fund from the Trust to the newly-organized Oak Portfolios of the Oak
Trust. Each of the newly-organized Oak Portfolios has an investment objective
and
5
<PAGE>
policies identical to that of the corresponding Fund of the Trust. It is
believed that the total operating expenses of the Oak Trust and each of its Oak
Portfolios will be equal to or lower than that of the corresponding Funds of the
Trust.
CONSIDERATIONS OF THE TRUSTEES OF THE TRUST
At a Meeting held on November 10, 1997, the Trustees of the Trust reviewed
the Agreement and determined that the Reorganization is in the best interests of
the Funds and the Shareholders of the Funds, and that the interests of the
Funds' Shareholders will not be diluted as a result of the Reorganization.
In making this determination, the Trustees carefully reviewed the terms and
provisions of the Agreement, the compatibility of the objectives, policies and
restrictions of the Funds and the Oak Portfolios, the tax consequences of the
Reorganization to the Funds and its Shareholders, and the expense ratios of the
Funds and the Oak Portfolios. In addition, the Trustees evaluated the
performance of the Funds since their inception, nature and quality of the
services expected to be rendered to the Oak Trust by Oak Associates, as well as
the services provided by Oak Associates to the Funds, that the compensation
payable to Oak Associates will be the same for the Oak Portfolios as for the
Funds, the history, reputation, qualification and background of Oak Associates
and the qualifications of its personnel and its financial condition, and the
benefits expected to be realized by the Shareholders of the Funds as a result of
the Reorganization. The Trustees also noted that the continuity of the Board of
Trustees would enable the Trustees to maintain oversight of the operation of the
Oak Portfolios.
After careful review and evaluation, the Trustees have recommended that the
Shareholders of the Funds approve the Agreement and Plan of Reorganization and
Liquidation and the Reorganization transaction. The Reorganization is contingent
upon the affirmative vote of the Shareholders of both Portfolios voting
separately. If this recommendation is not adopted by Shareholders of both Funds,
the Funds will continue to operate in the same manner as prior to the proposed
Reorganization.
COMPARISON OF THE INVESTMENT OBJECTIVES, POLICIES AND
LIMITATIONS OF THE FUNDS AND THE OAK PORTFOLIOS
Each of the newly-organized Oak Portfolios of the Oak Trust has an
investment objective and policies that is identical to the investment objective
and policies of the corresponding Fund of the Trust. The newly-organized Oak
Portfolios, however, have slightly increased investment flexibility with respect
to their fundamental investment limitations. Their modernized limitations would
permit the Oak Trust's Board of Trustees to modify certain investment policies
without the need to call for an additional shareholder meeting. Despite this
increased flexibility, however, it is not anticipated that the actual investment
strategies employed by Oak Associates for the Oak Portfolios will be materially
different than those of the Funds.
As mentioned above, the Oak Portfolios have increased flexibility to invest
in futures, options, options on futures and commodities contracts based on
financial instruments, despite the fact that Oak Associates has no intention of
changing the investment strategy of each of the newly-organized Funds. This
increased investment flexibility, however, will allow Oak Associates to engage
in these transactions if market conditions so warrant. In addition to this
increased investment flexibility with regard to futures and options, the Oak
Portfolios have enhanced their ability to borrow money, to lend their
securities, and to make other types of investments that were previously
unavailable to the Funds. While these new investment techniques may allow the
Oak Portfolios to react quickly to changing market conditions, and to earn
additional income by lending securities, Oak Associates has no present intention
of engaging in these additional investment techniques. Finally, the Oak
Portfolios do not have two investment limitations that certain state securities
agencies previously promulgated and that had been adopted by the Funds.
6
<PAGE>
The Oak Portfolios' new limitation on borrowing will allow the Oak
Portfolios additional flexibility to borrow money. Under positions established
by the SEC staff, investment strategies which obligate a fund to purchase
securities at a future date or otherwise require that a fund segregate assets,
are considered to be "borrowings." However, by segregating assets equal to the
amount of such "borrowings" as required by Section 18 of the 1940 Act, these
investment strategies will not result in the issuance of "senior securities" by
the Oak Portfolios and, as a result, will not lead the Oak Portfolios to be
leveraged in the traditional sense since the Oak Portfolios' ability to borrow
is reduced by one dollar for every dollar of their assets that is segregated.
The Oak Portfolios's new limitation on lending will afford the Oak
Portfolios substantial flexibility to lend their securities. In securities
lending transactions, although there may be risks of delay in recovery of the
loaned securities or even loss of rights in the collateral should the borrower
of the securities fail financially or become insolvent, a fund may be able to
realize additional income.
The Oak Portfolios' new limitation regarding commodities and commodities
contracts is intended to allow the Oak Portfolios to engage to the extent
permitted by law in transactions involving commodities contracts relating to
financial instruments (I.E., financial futures contracts and options on such
contracts). Thus, while the Oak Portfolios may not acquire physical commodities
or futures contracts thereon, the Oak Portfolios may invest in financial futures
and options. Futures contracts provide for the future sale by one party and
purchase by another party of a specified amount of a specific security at a
specified future time and at a specified price. An option on a futures contract
gives the purchaser the right, in exchange for a premium, to assume a position
in a futures contract at a specified exercise price during the term of the
option. The Oak Portfolios may use futures contracts and related options for
BONA FIDE hedging purposes, to offset changes in the value of securities held or
expected to be acquired or be disposed of, to minimize fluctuations in foreign
currencies, or to gain exposure to a particular market or instrument. Similarly,
the Oak Portfolios may buy and sell futures contracts and related options to
manage their exposure to changing interest rates and securities prices. The Oak
Portfolios will minimize the risk that they will be unable to close out a
futures contract by only entering into futures contracts which are traded on
national futures exchanges. Further, the Oak Portfolios will limit their use of
futures to the extent necessary to qualify for exemption from regulation by the
Commodities Futures Trading Commission.
The Oak Portfolios' new limitation on short sales and margin sales will
afford the Oak Portfolios substantial flexibility to engage in these types of
transactions. In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. In an
investment technique known as a short sale "against the box," an investor sells
securities short while owning the same securities in the same amount, or having
the right to obtain equivalent securities through, for example, its ownership of
warrants, options, or convertible bonds. The proposed fundamental limitation
would clarify that short sales against the box are not deemed to constitute
short sales of securities.
The Oak Portfolios do not have investment limitations which correspond to
two of the Fund's investment limitations which certain state securities agencies
previously promulgated. Specifically, the Oak Portfolios do not have a
fundamental limitation regarding the securities that the Oak Portfolios may
purchase and retain and the level of investments of the officers, trustees,
partners and directors of the Oak Trust and Oak Associates. Additionally, the
Oak Portfolios do not have a fundamental limitation regarding investments in
interests in oil, gas or other mineral exploration or development programs and
oil, gas or mineral leases. The National Securities Markets Improvements Act of
1996 obviated the need for the Oak Trust to accede to such state-imposed
investment limitations.
Approval of the Agreement and the Reorganization transaction is not expected
to have a material impact in the foreseeable future on the management of the
assets of the Oak Portfolios, the investment performance of the Oak Portfolios,
with securities or instruments in which each of the Oak Portfolios may invest.
The Oak Portfolios will, however, have increased ability to compete in the
competitive mutual fund industry and to adapt to regulatory, market or other
changes.
7
<PAGE>
DESCRIPTION OF OAK ASSOCIATES, LTD.
Oak Associates, Ltd. ("Oak Associates" or the "Adviser") is a professional
investment management firm that was formed in December 1995 by James D.
Oelschlager to continue the business of Oak Associates, a sole proprietorship
founded in 1985. As of [date], 1997, the Adviser had discretionary management
authority with respect to approximately $ billion of assets. The Adviser has
provided investment advisory services to investment companies since 1992. The
principal business address of the Adviser is 3875 Embassy Parkway, Suite 250,
Akron, Ohio, 44333.
James D. Oelschlager, President of the Adviser and its predecessor since
1985, has managed the portfolios of the Trust's White Oak Growth Stock Fund and
Pin Oak Aggressive Stock Fund 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 TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE TRUST VOTE FOR THE
PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION.
GENERAL INFORMATION ABOUT THE TRUST AND OTHER MATTERS
DISTRIBUTION. SEI Investments Distribution Co. (the "Distributor"), a
wholly-owned subsidiary of SEI Investments Company, One Freedom Valley Road,
Oaks, Pennsylvania 19456, acts as the distributor of the Trust's shares pursuant
to a Distribution Agreement dated [November 14, 1991, as amended August 8, 1994,
between the Trust and the Distributor.] Alfred P. West, Jr. serves as Chairman
of the Board and Chief Executive Officer of the Distributor and SEI Investments,
and Henry H. Greer serves as Director, President and Chief Operating Officer of
the Distributor and SEI.
FUND TRANSACTIONS. For the Trust's fiscal year ended October 31, 1997, the
Funds paid the following amounts in brokerage commissions to affiliates of the
Funds.
<TABLE>
<CAPTION>
TOTAL $ AMOUNT TOTAL PERCENTAGE PAID
OF BROKERED BROKERAGE AMOUNT PAID TO TO AFFILIATED
FUND TRANSACTIONS COMMISSIONS AFFILIATED BROKER BROKER
- ---------------------------------------------------- -------------- ------------ ----------------- -----------------
<S> <C> <C> <C> <C>
White Oak Growth Stock Fund......................... $ 390,165,149 $ 135,382 $ 0 N/A
Pin Oak Aggressive Stock Fund....................... $ 50,517,300 $ 4,806 $ 0 N/A
</TABLE>
5% SHAREHOLDERS. As of December 29, 1997, the following persons were the
only persons who were, to the knowledge of the Trust, beneficial owners of 5% or
more of shares of the Funds:
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
FUND NAME AND ADDRESS OF BENEFICIAL OWNER SHARES FUND'S SHARES
- ------------------------------------ ------------------------------------------------ ---------- ---------------
<S> <C> <C> <C>
White Oak Growth Stock Fund
Pin Oak Aggressive Stock Fund
</TABLE>
[The Trust's Trustees and officers beneficially own less than 1% of the shares
of the Trust.]
ADJOURNMENT. In the event that sufficient votes in favor of the Proposal
set forth in the Notice of the Special Meeting are not received by the time
scheduled for the meeting, the persons named as proxies may propose one or more
adjournments of the meeting for a period or periods of not more than 60 days in
the aggregate to permit further solicitation of proxies with respect to the
Proposal. Any such adjournment will require the affirmative vote of a majority
of the votes cast on the question in person or by proxy at the session of the
meeting to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
Proposal. They will vote against any such adjournment those proxies required to
be voted against the Proposal. The costs of any such
8
<PAGE>
additional solicitation and of any adjourned session will be borne by the Oak
Trust, however, due to the effect of voluntary advisory fees waivers, Oak
Associates should ultimately bear such additional solicitation costs.
REQUIRED VOTE. Approval of a Proposal with respect to a Fund requires the
affirmative vote of a majority of the Shareholders of that Fund. However, the
Reorganization is contingent upon, and will be effectuated only if, both
Proposals are approved by the Shareholders of the respective Funds.
Abstentions and "broker non-votes" will not be counted for or against any
Proposal to which it relates, but will be counted for purposes of determining
whether a quorum is present. Abstentions will be counted as votes present for
purposes of determining the number of voting securities present at the Meeting,
and will therefore have the effect of counting against the Proposal.
SHAREHOLDER PROPOSALS. The Trust does not hold annual Shareholder Meetings.
Shareholders wishing to submit proposals for inclusion in a proxy statement for
a subsequent meeting should send their written proposals to the Secretary of the
Trust c/o SEI Investments Company, Legal Department, One Freedom Valley Road,
Oaks, Pennsylvania 19456.
REPORTS TO SHAREHOLDERS. The Trust will furnish, without charge, a copy of
the most recent Annual Report to Shareholders of the Trust and the most recent
Semi-Annual Report succeeding such Annual Report, if any, on request. Requests
should be directed to the Trust, One Freedom Valley Road, Oaks, Pennsylvania
19456 or by calling 1-800-932-7781.
OTHER MATTERS. The Trustees know of no other business to be brought before
the Meeting. However, if any other matters properly come before the Meeting, it
is their intention that proxies which do not contain specific restrictions to
the contrary will be voted on such matters in accordance with the judgment of
the persons named in the enclosed form of proxy.
------------------------
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY.
9
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN
OF REORGANIZATION AND LIQUIDATION
AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of
, 1997 (the "Agreement"), by and between The Advisors' Inner Circle
Fund (the "Trust"), a Massachusetts business trust, on behalf of the White Oak
Growth Stock Fund and Pin Oak Aggressive Stock Fund (collectively, the "Acquired
Funds"), and Oak Associates Funds ("Oak Trust") a Massachusetts business trust,
on behalf of the White Oak Growth Stock Fund and Pin Oak Aggressive Stock Fund
(collectively, the "Acquiring Funds").
WHEREAS, the Trust was organized under Massachusetts law as a business trust
under a Declaration of Trust dated July 18, 1991. The Trust is an open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"). The Trust has authorized capital consisting
of an unlimited number of units of beneficial interest without par value of
separate series of the Trust. The Acquired Funds are duly organized and validly
existing series of the Trust;
WHEREAS, Oak Trust was organized under Massachusetts law as a business trust
under a Declaration of Trust dated November 6, 1997. Oak Trust is an open-end
management investment company registered under the 1940 Act. Oak Trust has
authorized capital consisting of an unlimited number of units of beneficial
interest with a par value of $.001 of separate series of Oak Trust. The
Acquiring Funds are duly organized and validly existing series of the Oak Trust;
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree to effect the transfer of all of the assets of the
Acquired Funds solely in exchange for the assumption by the corresponding
Acquiring Funds of all or substantially all of the liabilities of the Acquired
Funds and units of beneficial interest of the corresponding Acquiring Funds
("Acquiring Funds Shares") followed by the distribution, at the Effective Time
(as defined in Section 9 of this Agreement), of such Acquiring Funds Shares to
the holders of units of beneficial interest of the Acquired Funds ("Acquired
Funds Shares") on the terms and conditions hereinafter set forth in liquidation
of the Acquired Funds. The parties hereto covenant and agree as follows:
1. PLAN OF REORGANIZATION. At the Effective Time, the Acquired Funds will
assign, deliver and otherwise transfer all of their assets and good and
marketable title thereto, and assign all or substantially all of the liabilities
as are set forth in a statement of assets and responsibilities, to be prepared
as of the Effective Time (the "Statement of Assets and Liabilities") to the
Acquiring Funds free and clear of all liens, encumbrances and adverse claims
except as provided in this Agreement, and the Acquiring Funds shall acquire all
such assets, and shall assume all such liabilities of the Acquired Funds, in
exchange for delivery to the Acquired Funds by the Acquiring Funds of a number
of Acquiring Funds Shares (both full and fractional) equivalent in number and
value to the Acquired Funds Shares outstanding immediately prior to the
Effective Time. The assets and stated liabilities of the Acquired Funds, as set
forth in the Statement of Assets and Liabilities attached hereto as Exhibit A,
shall be exclusively assigned to and assumed by the Acquiring Funds. All debts,
liabilities, obligations and duties of the Acquired Funds, to the extent that
they exist at or after the Effective Time and are stated in the Statement of
Assets and Liabilities, shall after the Effective Time attach to the Acquiring
Funds and may be enforced against the Acquiring Funds to the same extent as if
the same had been incurred by the Acquiring Funds.
2. TRANSFER OF ASSETS. The assets of the Acquired Funds to be acquired by
the corresponding Acquiring Funds and allocated thereto shall include, without
limitation, all cash, cash equivalents, securities, receivables (including
interest and dividends receivable) as set forth in the Statement of Assets and
Liabilities, as well as any claims or rights of action or rights to register
shares under applicable securities laws, any books or records of the Acquired
Funds and other property owned by the Acquired Funds at the Effective Time.
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<PAGE>
3. LIQUIDATION AND DISSOLUTION OF THE ACQUIRED FUNDS. At the Effective
Time, the Acquired Funds will liquidate and the Acquiring Funds Shares (both
full and fractional) received by the Acquired Funds will be distributed to the
shareholders of record of the Acquired Funds as of the Effective Time in
exchange for their respective Acquired Funds Shares and in complete liquidation
of the Acquired Funds. Each shareholder of the Acquired Funds will receive a
number of Acquiring Funds Shares equal in number and value to the Acquired Funds
Shares held by that shareholder, and each Acquiring Funds and Acquired Funds
share will be of equivalent net asset value per share. Such liquidation and
distribution will be accompanied by the establishment of an open account on the
share records of the Acquiring Funds in the name of each shareholder of the
Acquired Funds and representing the respective number of Acquiring Funds Shares
due such shareholder. As soon as practicable after the Effective Time, but not
later than October 31, 1998, the Trust shall take all steps as shall be
necessary and proper to effect a complete termination of the Acquired Funds.
4. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUNDS. The Acquiring
Funds represent and warrant to the Acquired Funds as follows:
(a) ORGANIZATION, EXISTENCE, ETC. Oak Trust is a business trust duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and has the power to carry on its business as
it is now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. Oak Trust is registered under
the 1940 Act as an open-end management investment company; such registration
has not been revoked or rescinded and will be in full force and effect.
(c) FINANCIAL STATEMENTS. The unaudited financial statements, if any,
of Oak Trust relating to the Acquiring Funds dated as of December 31, 1997
(the "Acquiring Funds Financial Statements"), which will, if available, be
delivered to the Acquired Funds as of the Effective Time, will fairly
present the financial position of the Acquiring Funds as of the date
thereof.
(d) SHARES TO BE ISSUED UPON REORGANIZATION. The Acquiring Funds
Shares to be issued in connection with the Reorganization have been duly
authorized and upon consummation of the Reorganization will be validly
issued, fully paid and nonassessable. Prior to the Effective Time, there
shall be no issued and outstanding Acquiring Funds Shares or any other
securities issued by the Acquiring Funds.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. Oak Trust, on behalf of the
Acquiring Funds, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized by the Oak Trust Board of Trustees, and no other
proceedings by the Acquiring Funds are necessary to authorize its officers
to effectuate this Agreement and the transactions contemplated hereby. Each
of the Acquiring Funds is not a party to or obligated under any charter,
by-law, indenture or contract provision or any other commitment or
obligation, or subject to any order or decree, which would be violated by
its executing and carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of the Acquiring Funds,
whether or not determined or determinable, other than liabilities disclosed
or provided for in the Acquiring Funds Financial Statements and liabilities
incurred in the ordinary course of business subsequent to the Effective Time
or otherwise previously disclosed to the Acquired Funds, none of which has
been materially adverse to the business, assets or results of operations of
the Acquiring Funds.
(g) LITIGATION. Except as previously disclosed to the Acquired Funds,
there are no claims, actions, suits or proceedings pending or, to the actual
knowledge of the Acquiring Funds, threatened which would materially
adversely affect the Acquiring Funds or its assets or business or which
would prevent or hinder in any material respect consummation of the
transactions contemplated hereby.
A-2
<PAGE>
(h) CONTRACTS. Except for contracts and agreements disclosed to the
Acquired Funds, under which no default exists, each of the Acquiring Funds
is not a party to or subject to any material contract, debt instrument,
plan, lease, franchise, license or permit of any kind or nature whatsoever
with respect to the Acquiring Funds.
(i) TAXES. As of the Effective Time, all Federal and other tax returns
and reports of the Acquiring Funds required by law to have been filed shall
have been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the Acquiring Funds' knowledge, no such return is currently under audit and
no assessment has been asserted with respect to any of such returns.
5. REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUNDS. The Acquired
Funds represent and warrant to the Acquiring Funds as follows:
(a) ORGANIZATION, EXISTENCE, ETC. The Trust is a business trust duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and has the power to carry on its business as
it is now being conducted.
(b) REGISTRATION AS INVESTMENT COMPANY. The Trust is registered under
the 1940 Act as an open-end management investment company; such registration
has not been revoked or rescinded and is in full force and effect.
(c) FINANCIAL STATEMENTS. The audited financial statements of the
Trust relating to the Acquired Funds for the fiscal year ended October 31,
1997 (the "Acquired Funds Financial Statements"), as delivered to the
Acquiring Funds, fairly present the financial position of the Acquired Funds
as of the dates thereof, and the results of its operations and changes in
its net assets for the periods indicated.
(d) MARKETABLE TITLE TO ASSETS. Each of the Acquired Funds will have,
at the Effective Time, good and marketable title to, and full right, power
and authority to sell, assign, transfer and deliver, the assets to be
transferred to the Acquiring Funds. Upon delivery and payment for such
assets, each of the Acquiring Funds will have good and marketable title to
such assets without restriction on the transfer thereof free and clear of
all liens, encumbrances and adverse claims.
(e) AUTHORITY RELATIVE TO THIS AGREEMENT. The Trust, on behalf of the
Acquired Funds, has the power to enter into this Agreement and to carry out
its obligations hereunder. The execution, delivery and performance of this
Agreement, and the consummation of the transactions contemplated hereby,
have been duly authorized by the Trust's Board of Trustees, and, except for
approval by the shareholders of the Acquired Funds, no other proceedings by
the Acquired Funds are necessary to authorize its officers to effectuate
this Agreement and the transactions contemplated hereby. Each of the
Acquired Funds is not a party to or obligated under any charter, by-law,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree, which would be violated by its executing and
carrying out this Agreement.
(f) LIABILITIES. There are no liabilities of the Acquired Funds,
whether or not determined or determinable, other than liabilities disclosed
or provided for in the Acquired Funds Financial Statements and liabilities
incurred in the ordinary course of business subsequent to October 31, 1997,
or otherwise previously disclosed to the Acquiring Funds, none of which has
been materially adverse to the business, assets or results of operations of
the Acquired Funds. The Trust's Registration Statement, which is on file
with the Securities and Exchange Commission, does not contain an untrue
statement of a material fact required to be stated therein or necessary to
make the statements therein not misleading.
(g) LITIGATION. Except as previously disclosed to the Acquiring Funds,
there are no claims, actions, suits or proceedings pending or, to the
knowledge of the Acquired Funds, threatened which
A-3
<PAGE>
would materially adversely affect the Acquired Funds or its assets or
business or which would prevent or hinder in any material respect
consummation of the transactions contemplated hereby.
(h) CONTRACTS. Except for contracts and agreements disclosed to the
Acquiring Funds, under which no default exists, each of the Acquired Funds,
at the Effective Time, is not a party to or subject to any material
contract, debt instrument, plan, lease, franchise, license or permit of any
kind or nature whatsoever.
(i) TAXES. As of the Effective Time, all Federal and other tax returns
and reports of the Acquired Funds required by law to have been filed shall
have been filed, and all other taxes shall have been paid so far as due, or
provision shall have been made for the payment thereof, and to the best of
the Acquired Funds' knowledge, no such return is currently under audit and
no assessment has been asserted with respect to any of such returns.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS.
(a) All representations and warranties of the Acquired Funds contained
in this Agreement shall be true and correct in all material respects as of
the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same
force and effect as if made on and as of the Effective Time.
(b) The Acquiring Funds shall have received an opinion of counsel for
the Acquired Funds, dated as of the Effective Time, addressed to and in form
and substance satisfactory to counsel for the Acquiring Funds, to the effect
that (i) the Acquired Funds are duly organized and validly existing series
of the Trust under the laws of the Commonwealth of Massachusetts; (ii) the
Trust is an open-end management investment company registered under the 1940
Act; (iii) this Agreement and the Reorganization provided for herein and the
execution of this Agreement have been duly authorized and approved by all
requisite action of each of the Acquired Funds and this Agreement has been
duly executed and delivered by the Trust on behalf of the Acquired Funds and
is a valid and binding obligation of the Acquired Funds, subject to
applicable bankruptcy, insolvency, fraudulent conveyance and similar laws or
court decisions regarding enforcement of creditors' rights generally; (iv)
to the best of counsel's knowledge after reasonable inquiry, no consent,
approval, order or other authorization of any Federal or state court or
administrative or regulatory agency is required for each of the Acquired
Funds to enter into this Agreement or carry out its terms that has not been
obtained other than where the failure to obtain any such consent, approval,
order or authorization would not have a material adverse effect on the
operations of the Acquired Funds; and (v) upon consummation of this
Agreement, the Acquiring Funds shall have acquired all of the Acquired
Funds's assets listed in the Statement of Assets and Liabilities, free and
clear of all liens encumbrances or adverse claims.
(c) The Acquired Funds shall have delivered to the Acquiring Funds at
the Effective Time the Acquired Funds' Statement of Assets and Liabilities,
prepared in accordance with generally accepted accounting principles
consistently applied, together with a certificate of the Treasurer or
Assistant Treasurer of the Acquired Funds as to the aggregate asset value of
the Acquired Funds' portfolio securities.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS.
(a) All representations and warranties of the Acquiring Funds contained
in this Agreement shall be true and correct in all material respects as of
the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Effective Time, with the same
force and effect as if made on and as of the Effective Time.
(b) The Acquired Funds shall have received an opinion of counsel for the
Acquiring Funds, dated as of the Effective Time, addressed to and in form
and substance satisfactory to counsel for the Acquired Funds, to the effect
that: (i) the Acquiring Funds are duly organized and validly existing
A-4
<PAGE>
series of Oak Trust under the laws of the Commonwealth of Massachusetts;
(ii) Oak Trust is an open-end management investment company registered under
the 1940 Act; (iii) this Agreement and the Reorganization provided for
herein and the execution of this Agreement have been duly authorized and
approved by all requisite corporate action of each of the Acquiring Funds
and this Agreement has been duly executed and delivered by the Acquiring
Funds and is a valid and binding obligation of the Acquiring Funds, subject
to applicable bankruptcy, insolvency, fraudulent conveyance and similar laws
or court decisions regarding enforcement of creditors' rights generally;
(iv) to the best of counsel's knowledge, no consent, approval, order or
other authorization of any Federal or state court or administrative or
regulatory agency is required for each of the Acquiring Funds to enter into
this Agreement or carry out its terms that has not already been obtained,
other than where the failure to obtain any such consent, approval, order or
authorization would not have a material adverse effect on the operations of
the Acquiring Funds; and (v) the Acquiring Funds Shares to be issued in the
Reorganization have been duly authorized and upon issuance thereof in
accordance with this Agreement will be validly issued, fully paid and
nonassessable.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUNDS AND
THE ACQUIRING FUNDS. The obligations of the Acquired Funds and the Acquiring
Funds to effectuate this Agreement shall be subject to the satisfaction of each
of the following conditions:
(a) Such authority from the Securities and Exchange Commission (the
"SEC") and state securities commissions as may be necessary to permit the
parties to carry out the transactions contemplated by this Agreement shall
have been received.
(b) With respect to the Acquired Funds, the Trust will call a meeting of
shareholders to consider and act upon this Agreement and to take all other
actions reasonably necessary to obtain the approval by shareholders of each
of the Acquired Funds of this Agreement and the transactions contemplated
herein, including the Reorganization and the termination of the Acquired
Funds if the Reorganization is consummated. The Trust has prepared or will
prepare the notice of meeting, form of proxy and proxy statement
(collectively, "Proxy Materials") to be used in connection with such
meeting; provided that the Acquiring Funds has furnished or will furnish a
current, effective Prospectus relating to the Acquiring Funds Shares and
with such other information relating to the Acquiring Funds as is reasonably
necessary for the preparation of the Proxy Materials.
(c) The Registration Statement on Form N-1A of the Acquiring Funds shall
be effective under the Securities Act of 1933 and, to the best knowledge of
the Acquiring Funds, no investigation or proceeding for that purpose shall
have been instituted or be pending, threatened or contemplated under the
1933 Act.
(d) The shares of the Acquiring Funds shall have been duly qualified for
offering to the public in all states of the United States, the Commonwealth
of Puerto Rico and the District of Columbia (except where such
qualifications are not required) so as to permit the transfer contemplated
by this Agreement to be consummated.
(e) The Acquired Funds and the Acquiring Funds shall have received on or
before the Effective Time an opinion of counsel satisfactory to the Acquired
Funds and the Acquiring Funds substantially to the effect that for Federal
income tax purposes:
(1) No gain or loss will be recognized to the Acquired Funds upon the
transfer of its assets in exchange solely for the Acquiring Funds Shares
and the assumption by the Acquiring Funds of the corresponding Acquired
Fund's stated liabilities;
(2) No gain or loss will be recognized to the Acquiring Funds on its
receipt of the Acquired Funds' assets in exchange for the Acquiring Funds
Shares and the assumption by the Acquiring Funds of the corresponding
Acquired Fund's liabilities;
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<PAGE>
(3) The basis of an Acquired Fund's assets in the corresponding
Acquiring Fund's hands will be the same as the basis of those assets in
the Acquired Fund's hands immediately before the conversion;
(4) The Acquiring Funds' holding period for the assets transferred to
the Acquiring Funds by the Acquired Funds will include the holding period
of those assets in the corresponding Acquired Fund's hands immediately
before the conversion;
(5) No gain or loss will be recognized to the Acquired Funds on the
distribution of the Acquiring Funds Shares to the Acquired Funds'
shareholders in exchange for their Acquired Funds Shares;
(6) No gain or loss will be recognized to the Acquired Funds'
shareholders as a result of the Acquired Funds' distribution of Acquiring
Funds Shares to the Acquired Funds' shareholders in exchange for the
Acquired Funds' shareholders' Acquired Funds Shares;
(7) The basis of the Acquiring Funds Shares received by the Acquired
Funds' shareholders will be the same as the adjusted basis of that
Acquired Funds' shareholders' Acquired Funds Shares surrendered in
exchange therefor; and
(8) The holding period of the Acquiring Funds Shares received by the
Acquired Funds' shareholders will include the Acquired Funds'
shareholders' holding period for the Acquired Funds' shareholders'
Acquired Funds Shares surrendered in exchange therefor, provided that
said Acquired Funds Shares were held as capital assets on the date of the
conversion.
(f) A vote approving this Agreement and the Reorganization contemplated
hereby shall have been adopted by at least a majority of the outstanding
shares of each of the Acquired Funds entitled to vote at an annual or
special meeting.
(g) The Board of Trustees of Oak Trust, at a meeting duly called for
such purpose, shall have authorized the issuance by each of the Acquiring
Funds of Acquiring Funds Shares at the Effective Time in exchange for the
assets of the Acquired Funds pursuant to the terms and provisions of this
Agreement.
9. EFFECTIVE TIME OF THE REORGANIZATION. The exchange of the Acquired
Funds' assets for Acquiring Funds Shares shall be effective as of close of
business on [February 27], 1998, or at such other time and date as fixed by the
mutual consent of the parties (the "Effective Time").
10. TERMINATION. This Agreement and the transactions contemplated hereby
may be terminated and abandoned without penalty by resolution of the Board of
Trustees of the Trust and/or by resolution of the Board of Trustees of the Oak
Trust, at any time prior to the Effective Time, if circumstances should develop
that, in the opinion of the Board, make proceeding with the Agreement
inadvisable.
11. AMENDMENT. This Agreement may be amended, modified or supplemented in
such manner as may be mutually agreed upon in writing by the parties; provided,
however, that following the Shareholders' Meeting called on behalf of the
Acquired Funds pursuant to Section 8 of this Agreement, no such amendment may
have the effect of changing the provisions for determining the number or value
of Acquiring Funds Shares to be paid to the Acquired Funds' shareholders under
this Agreement to the detriment of the Acquired Funds, shareholders without
their further approval.
12. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
A-6
<PAGE>
13. NOTICES. Any notice, report, statement or demand required or permitted
by and provision of this Agreement shall be in writing and shall be given by
prepaid telegraph, telecopy, certified mail or overnight express courier
addressed as follows:
if to the Acquiring Funds:
Barbara Nugent, Esq.
SEI Investments Company
One Freedom Valley Road
Oaks, PA 19456
with a copy to:
John H. Grady, Jr., Esq.
Morgan, Lewis & Bockius LLP
1800 M Street, NW
Washington, DC 20036-5869
if to the Acquired Funds:
Barbara Nugent, Esq.
SEI Investments Company
One Freedom Valley Road
Oaks, PA 19456
with a copy to:
John H. Grady, Jr., Esq.
Morgan, Lewis & Bockius LLP
1800 M Street, NW
Washington, DC 20036-5869
14. FEES AND EXPENSES.
(a) Each of the Acquiring Funds and the Acquired Funds represents and
warrants to the other that there are no brokers or finders entitled to
receive any payments in connection with the transactions provided for
herein.
(b) Except as otherwise provided for herein, all expenses of the
transactions contemplated by this Agreement incurred by each of the Acquired
Funds and the Acquiring Funds will be borne Oak Trust. Such expenses
include, without limitation, (i) expenses incurred in connection with the
entering into and the carrying out of the provisions of this Agreement; (ii)
expenses associated with the preparation and filing of the Proxy Statement
under the 1934 Act; (iii) registration or qualification fees and expenses of
preparing and filing such forms as are necessary under applicable state
securities laws to qualify the Acquiring Funds Shares to be issued in
connection herewith in each state in which the Acquired Funds' shareholders
are resident as of the date of the mailing of the Proxy Statement to such
shareholders; (iv) postage; (v) printing; (vi) accounting fees; (vii) legal
fees; and (viii) solicitation costs of the transaction. Notwithstanding the
foregoing, the Acquiring Funds shall pay its own Federal and state
registration fees.
15. HEADINGS, COUNTERPARTS, ASSIGNMENT.
(a) The article and paragraph headings contained in this Agreement are
for reference purposes only and shall not effect in any way the meaning or
interpretation of this Agreement.
(b) This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
A-7
<PAGE>
(c) This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, but no
assignment or transfer hereof or of any rights or obligations hereunder
shall be made by any party without the written consent of the other party.
Nothing herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm or corporation other than the parties
hereto and their respective successors and assigns any rights or remedies
under or by reason of this Agreement.
16. ENTIRE AGREEMENT. Each of the Acquiring Funds and the Acquired Funds
agree that neither party has made any representation, warranty or covenant not
set forth herein and that this Agreement constitutes the entire agreement
between the parties. The representations, warranties and covenants contained
herein or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
17. FURTHER ASSURANCES. Each of the Acquiring Funds and the Acquired Funds
shall take such further action as may be necessary or desirable and proper to
consummate the transactions contemplated hereby.
18. BINDING NATURE OF AGREEMENT. As provided in each Trust's Declaration
of Trust on file with the Secretary of State of the Commonwealth of
Massachusetts, this Agreement was executed by the undersigned officers of Oak
Trust and the Trust, on behalf of each of the Acquiring Funds and the Acquired
Funds, respectively, as officers and not individually, and the obligations of
this Agreement are not binding upon the undersigned officers individually, but
are binding only upon the assets and property of each Trust. Moreover, no series
of a trust shall be liable for the obligations of any other series of that
trust.
<TABLE>
<S> <C>
Attest: THE ADVISORS' INNER CIRCLE FUND,
on behalf of its series, the White Oak Growth
Stock Fund and Pin Oak Aggressive Stock Fund
- ------------------------------------ By: --------------------------------------------------
Title: -----------------------------------------------
Attest: OAK ASSOCIATES FUNDS, on behalf of its series,
the White Oak Growth Stock Fund and Pin Oak
Aggressive Stock Fund
- ------------------------------------ By: --------------------------------------------------
Title: -----------------------------------------------
</TABLE>
A-8
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
WHITE OAK GROWTH STOCK FUND
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 25, 1998
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee, Barbara Nugent and Cassandra Arnold as
proxies and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the White Oak Growth Stock Fund of The
Advisors' Inner Circle Fund (the "Trust") to be held in the offices of SEI
Investments Company, One Freedom Valley Road, Oaks, Pennsylvania 19456, on
Wednesday, February 28, 1998, at 3:00 p.m., and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of said
Trust that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposal set forth below respecting the proposed
Agreement and Plan of Reorganization and Liquidation between the Trust, on
behalf of the White Oak Growth Stock Fund, and the Oak Associates Funds (the
"Oak Trust"), on behalf of the White Oak Growth Stock Fund and, in accordance
with their own discretion, any other matters properly brought before the
Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL 1. Approve an Agreement and Plan of Reorganization and Liquidation
(the "Agreement") between The Advisors' Inner Circle Fund (the
"Trust"), on behalf of the White Oak Growth Stock Fund, and the
Oak Associates Funds (the "Oak Funds"), on behalf of the White
Oak Growth Stock Fund.
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
<PAGE>
Dated: , 1998
------------- --------------------------------
Signature of Shareholder
--------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
THE ADVISORS' INNER CIRCLE FUND
PIN OAK AGGRESSIVE STOCK FUND
SPECIAL MEETING OF SHAREHOLDERS
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 25, 1998
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints David G. Lee, Barbara Nugent and Cassandra Arnold as
proxies and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Pin Oak Aggressive Stock Fund of The
Advisors' Inner Circle Fund (the "Trust") to be held in the offices of SEI
Investments Company, One Freedom Valley Road, Oaks, Pennsylvania 19456, on
Wednesday, February 25, 1998, at 3:00 p.m., and any adjournments or
postponements thereof (the "Meeting") all shares of beneficial interest of said
Trust that the undersigned would be entitled to vote if personally present at
the Meeting ("Shares") on the proposal set forth below respecting the proposed
Agreement and Plan of Reorganization and Liquidation between the Trust, on
behalf of the Pin Oak Aggressive Stock Fund, and the Oak Associates Funds (the
"Oak Trust"), on behalf of the Pin Oak Aggressive Stock Fund and, in accordance
with their own discretion, any other matters properly brought before the
Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
PROPOSAL 1. Approve an Agreement and Plan of Reorganization and Liquidation
(the "Agreement") between The Advisors' Inner Circle Fund (the
"Trust"), on behalf of the Pin Oak Aggressive Stock Fund, and the
Oak Associates Funds (the "Oak Trust"), on behalf of the Pin Oak
Aggressive Stock Fund.
For Against Abstain
---- ---- ----
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned acknowledges receipt with this Proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this Proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, trustees or guardians should
indicate the full title and capacity in which they are signing.
<PAGE>
Dated: , 1998
--------------- ----------------------------------------
Signature of Shareholder
----------------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
