ADVISORS INNER CIRCLE FUND, 497, 1997-03-04

ADVISORS INNER CIRCLE FUND
497, 1997-03-04

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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 1-800-932-7781. The Statement of Additional Information is incorporated
into this Prospectus by reference.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

February 28, 1997
<PAGE>

<TABLE>

TABLE OF CONTENTS
<S> <C>

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

</TABLE>

2
<PAGE>

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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 Financial Services Company (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.

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<PAGE>

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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."

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4
<PAGE>

EXPENSE SUMMARY

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
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WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND
- -------------------------------------------------------------------------------
<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>
- -------------------------------------------------------------------------------------------------
WHITE OAK PIN OAK AGRESSIVE
GROWTH STOCK FUND STOCK FUND
- -------------------------------------------------------------------------------------------------
<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

<TABLE>
<CAPTION>
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1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
An investor in a Portfolio would pay the following expenses on a $1,000
investment assuming (1) 5% annual return and (2) redemption at the end
of each time period.
<S> <C> <C> <C> <C>
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
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

The following information has been audited by Arthur Andersen LLP, the Fund's
independent public accountants, as indicated in their report dated December 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 1-800-932-7781.

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
- ----------------------------------------------------------------------------------------------------------------------
<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
<PAGE>

FINANCIAL HIGHLIGHTS THE ADVISORS' INNER CIRCLE FUND

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
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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
- ---------------------------------------------------------------------------------------------------------------------
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 1-800-932-7781.

INVESTMENT OBJECTIVES AND POLICIES

WHITE OAK PORTFOLIO

The White Oak Portfolio seeks long-term capital growth. There can be no
assurance that the Portfolio will be able to achieve this investment objective.

The White Oak Portfolio will normally be as fully invested as practicable in
common stocks, but also may invest in warrants and rights to purchase common
stocks, debt securities and preferred stocks convertible into common stocks, and
American Depositary Receipts ("ADRs"). Under normal market conditions, the White
Oak Portfolio will invest at least 65% of its total assets in common stocks. The
Portfolio will purchase securities primarily of established companies with large
market capitalizations (an equity market capitalization in excess of $1
billion). The Portfolio may also purchase securities of smaller established
companies if its investment adviser, Oak Associates, 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 .20% of the average daily net assets of that Portfolio. However, each
Portfolio pays the Administrator a minimum annual fee of $50,000. The
administration fee a Portfolio pays will decline to an annual rate of .20% of
the Portfolio's average daily net assets at net asset levels of $25 million and
above.

The Administrator also serves as the shareholder servicing agent for 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 Financial Services Company (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
<PAGE>

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 1-800-808-4921 to be assigned an account number. The
investor's name, account number, taxpayer identification number or Social
Security number, and address must be specified in the wire. In addition, an
Account Application should be promptly forwarded to 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

11
<PAGE>

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 1-800-932-7781.

EXCHANGES

Shareholders of either Portfolio may exchange their shares for shares of the
other Portfolio. Exchanges are made at net asset value. An exchange is
considered a sale of shares and will result in capital gain or loss for federal
income tax purposes. The shareholder must have received a current prospectus for
the new Portfolio before any exchange will be effected, and the exchange
privilege may be exercised only in those states where shares of the new
Portfolio may legally be sold. If the Transfer Agent receives exchange
instructions in writing or by telephone (an "Exchange Request") in good order by
4:00 p.m., 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 1-800-932-7781.

Shareholders should realize that if withdrawals exceed income dividends, their
invested principal in the account will be depleted. Thus, depending on the
frequency and amounts of the withdrawal payments and/or any fluctuations in the
net asset value per share, their original investment could be exhausted
entirely. To participate in the SWP, shareholders must have their dividends
automatically reinvested. Shareholders may change or cancel the SWP at any time,
upon written notice to the Transfer Agent.

12
<PAGE>

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

13
<PAGE>

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

14
<PAGE>

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 1-800-932-7781.
Purchases, redemptions and exchanges of shares should be made through the
Transfer Agent by calling 1-800-808-4921.

DIVIDENDS AND DISTRIBUTIONS

Substantially all of the net investment income (exclusive of capital gain) of
each Portfolio is distributed in the form of quarterly dividends. Shareholders
of record on the next to last Business Day of each quarter will be entitled to
receive the quarterly dividend distribution, which is generally paid within 10
Business Days after the end of the quarter. If any capital gain is realized,
substantially all of it will be distributed at least annually.

Shareholders automatically receive all income dividends and capital gain
distributions in additional shares, unless the shareholder has elected to take
such payment in cash. Shareholders may change their election by providing
written notice to the Transfer Agent at least 15 days prior to the distribution.
Shareholders may receive payments for cash distributions in the form of a check
or by Federal Reserve wire transfer or ACH 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").

15
<PAGE>

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.

16
<PAGE>

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").

The Advisor's 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 Financial Services Company

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:
1-800-932-7781

OAK-F-010-06

- -------------------------------
PROSPECTUS
FEBRUARY 28, 1997

(LOGO)
- --------------------
WHITE OAK GROWTH
STOCK FUND
- --------------------
PIN OAK AGGRESSIVE
STOCK FUND

Advised by
OAK ASSOCIATES, ltd.

<PAGE>

Fund:
THE ADVISORS' INNER CIRCLE FUND

Portfolios:
WHITE OAK GROWTH STOCK FUND
PIN OAK AGGRESSIVE STOCK FUND

Investment Adviser:
OAK ASSOCIATES LTD.

This Statement of Additional Information is not a prospectus and relates only to
the White Oak Growth Stock Fund (the "White Oak Portfolio") and Pin Oak
Aggressive Stock Fund (the "Pin Oak Portfolio")(each a "Portfolio" and
collectively, the "Portfolios"). It is intended to provide additional
information regarding the activities and operations of The Advisors' Inner
Circle Fund (the "Fund") and the Portfolios and should be read in conjunction
with the Portfolios' Prospectus dated February 28, 1997. The Prospectus for the
Portfolios may be obtained by calling 1-800-932-7781.

TABLE OF CONTENTS

THE FUND ................................................................S - 2
DESCRIPTION OF PERMITTED INVESTMENTS.....................................S - 2
INVESTMENT LIMITATIONS...................................................S - 3
THE ADVISER..............................................................S - 6
THE ADMINISTRATOR........................................................S - 6
THE DISTRIBUTOR..........................................................S - 7
TRUSTEES AND OFFICERS OF THE FUND........................................S - 8
COMPUTATION OF YIELD AND TOTAL RETURN...................................S - 11
PURCHASE AND REDEMPTION OF SHARES.......................................S - 12
DETERMINATION OF NET ASSET VALUE........................................S - 13
TAXES... ...............................................................S - 15
PORTFOLIO TRANSACTIONS .................................................S - 15
DESCRIPTION OF SHARES...................................................S - 17
SHAREHOLDER LIABILITY...................................................S - 17
LIMITATION OF TRUSTEES' LIABILITY.......................................S - 17
5% SHAREHOLDERS.........................................................S - 18
EXPERTS ...............................................................S - 18
FINANCIAL STATEMENTS....................................................S - 18
APPENDIX ................................................................A - 1

February 28, 1997

<PAGE>

THE FUND

This Statement of Additional Information relates only to the White Oak Growth
Stock Fund (the "White Oak Portfolio") and Pin Oak Aggressive Stock Fund (the
"Pin Oak Portfolio") (each a "Portfolio"). Each Portfolio is a separate series
of The Advisors' Inner Circle Fund (the "Fund"), an open-end investment
management company established under Massachusetts law as a Massachusetts
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 of
beneficial interest ("shares"). Each portfolio is a separate mutual fund, and
each share of each portfolio represents an equal proportionate interest in that
portfolio. See "Description of Shares." No investment in shares of a portfolio
should be made without first reading that portfolio's prospectus. Capitalized
terms not defined herein are defined in the Prospectus offering shares of the
Portfolios.

DESCRIPTION OF PERMITTED INVESTMENTS

Repurchase agreements are agreements by which a person (e.g., a Portfolio)
obtains a security and simultaneously commits to return the security to the
seller (a member bank of the Federal Reserve System or primary securities dealer
as recognized by the Federal Reserve Bank of New York) at an agreed upon price
(including principal and interest) on an agreed upon date within a number of
days (usually not more than seven) from the date of purchase. The resale price
reflects the purchase price plus an agreed upon market rate of interest which is
unrelated to the coupon rate or maturity of the underlying security. A
repurchase agreement involves the obligation of the seller to pay the agreed
upon price, which obligation is in effect secured by the value of the underlying
security.

Repurchase agreements are considered to be loans by a Portfolio for purposes of
its investment limitations. The repurchase agreements entered into by a
Portfolio will provide that the underlying security at all times shall have a
value at least equal to 102% of the resale price stated in the agreement (the
Adviser monitors compliance with this requirement). Under all repurchase
agreements entered into by a Portfolio, the custodian or its agent must take
possession of the underlying collateral. However, if the seller defaults, the
Portfolio could realize a loss on the sale of the underlying security to the
extent that the proceeds of the sale, including accrued interest, are less than
the resale price provided in the agreement including interest. In addition, even
though the Bankruptcy Code provides protection for most repurchase agreements,
if the seller should be involved in bankruptcy or insolvency proceedings, a
Portfolio may incur delay and costs in selling the underlying security or may
suffer a loss of principal and interest if the Portfolio is treated as an
unsecured creditor and is required to return the underlying security to the
seller's estate.

S - 2

<PAGE>

Investment Company Shares

Each Portfolio may invest in shares of other investment companies, to the extent
permitted by applicable law and subject to certain restrictions. These
investment companies typically incur fees that are separate from those fees
incurred directly by the Portfolio. A Portfolio's purchase of such investment
company securities results in the layering of expenses, such that shareholders
would indirectly bear a proportionate share of the operating expenses of such
investment companies, including advisory fees, in addition to paying Portfolio
expenses. Under applicable regulations, a Portfolio is prohibited from acquiring
the securities of another investment company if, as a result of such
acquisition: (1) the Portfolio owns more than 3% of the total voting stock of
the other company; (2) securities issued by any one investment company represent
more than 5% of the Portfolio's total assets; or (3) securities (other than
treasury stock) issued by all investment companies represent more than 10% of
the total assets of the Portfolio. See also "Investment Limitations."

It is the position of the staff of the Securities and Exchange Commission
("SEC") that certain non-governmental issuers of CMOs constitute investment
companies pursuant to the Investment Company Act of 1940, as amended (the "1940
Act"), and either (a) investments in such instruments are subject to the
limitations set forth above or (b) the issuers of such instruments have received
orders from the SEC exempting such instruments from the definition of investment
company.

Options

It is an operating policy of the Portfolios not to write or purchase puts,
calls, options or combinations thereof.

Warrants

A Portfolio may invest in warrants in accordance with the Prospectus.

INVESTMENT LIMITATIONS

Fundamental Policies

The following investment limitations are fundamental policies of each Portfolio
that cannot be changed with respect to a Portfolio without the consent of the
holders of a majority of that Portfolio's outstanding shares. The phrase
"majority of the outstanding shares" means the vote of (i) 67% or more of a
Portfolio's shares present at a meeting, if more than 50% of the outstanding
shares of a Portfolio are present or represented by proxy, or (ii) more than 50%
of a Portfolio's outstanding shares, whichever is less.

S - 3

<PAGE>

No Portfolio may:

1. Acquire more than 10% of the voting securities of any one issuer.

2. Invest in companies for the purpose of exercising control.

3. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding 10% of the value of total assets. Any borrowing will be
done from a bank and, to the extent that such borrowing exceeds 5% of the
value of the Portfolio's assets, asset coverage of at least 300% is
required. In the event that such asset coverage shall at any time fall below
300%, the Portfolio shall, within three days thereafter or such longer
period as the SEC may prescribe by rules and regulations, reduce the amount
of its borrowings to such an extent that the asset coverage of such
borrowings shall be at least 300%. This borrowing provision is included
solely for temporary liquidity or emergency purposes. All borrowings in
excess of 5% of a Portfolio's total assets will be repaid before making
investments and any interest paid on such borrowings will reduce income.

4. Make loans, except that the Portfolio may purchase or hold debt instruments
in accordance with its investment objective and policies, and the Portfolio
may enter into repurchase agreements, as described in the Prospectus and in
this Statement of Additional Information.

5. Pledge, mortgage or hypothecate assets except to secure temporary borrowings
permitted by (3) above in aggregate amounts not to exceed 10% of total
assets taken at current value at the time of the incurrence of such loan.

6. Purchase or sell real estate, real estate limited partnership interests,
futures contracts, commodities or commodities contracts, provided that this
shall not prevent the Portfolio from investing in readily marketable
securities of issuers which can invest in real estate or commodities,
institutions that issue mortgages, real estate investment trusts which deal
in real estate or interests therein pursuant to the Portfolio's investment
objective and policies.

7. Make short sales of securities, maintain a short position or purchase
securities on margin, except that the Portfolio may obtain short-term
credits as necessary for the clearance of security transactions.

8. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling a portfolio security.

9. Purchase securities of other investment companies except as permitted by the
1940 Act and the rules and regulations thereunder.

S - 4

<PAGE>

10. Issue senior securities (as defined in the 1940 Act) except in connection
with permitted borrowings as described above or as permitted by rule,
regulation or order of the SEC.

11. Purchase or retain securities of an issuer if, to the knowledge of the Fund,
an officer, trustee, partner or director of the Fund or any investment
adviser of the Fund owns beneficially more than 1/2 of 1% of the shares or
securities of such issuer and all such officers, trustees, partners and
directors owning more than 1/2 of 1% of such shares or securities together
own more than 5% of such shares or securities.

12. Invest in interests in oil, gas or other mineral exploration or development
programs and oil, gas or mineral leases.

Non-Fundamental Policies

The following investment limitations of each Portfolio are non-fundamental and
may be changed by the Fund's Board of Trustees without shareholder approval:

1. A Portfolio may not invest in illiquid securities in an amount exceeding, in
the aggregate, 15% of that Portfolio's assets. An illiquid security is a
security which cannot be disposed of promptly (within seven days), and in
the usual course of business without a loss, and includes repurchase
agreements maturing in excess of seven days, time deposits with a withdrawal
penalty, non-negotiable instruments and instruments for which no market
exists.

2. No Portfolio may invest its assets in securities or any investment company,
except as permitted by the 1940 Act or pursuant to an order of exemption
therefrom.

THE ADVISER

The Fund and Oak Associates Ltd. (the "Adviser") have entered into an advisory
agreement (the "Advisory Agreement"). The Advisory Agreement provides that the
Adviser shall not be protected against any liability to the Fund or its
shareholders by reason of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless disregard of its
obligations or duties thereunder.

S - 5

<PAGE>

For the fiscal years ended October 31, 1994, 1995 and 1996, the Adviser received
the following advisory fees:
<TABLE>
<CAPTION>

Fees Paid Fees Waived Fees Reimbursed
--------- ---------------- ----------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Portfolio ........ 1994 1995 1996 1994 1995 1996 1994 1995 1996
---- ---- ---- ---- ---- ---- ---- ---- ----
White Oak ........ $ 0 $ 0 $29,362 $42,884 $53,199 $88,667 $30,833 $25,326 $ 0
Pin Oak .......... $ 0 $ 7,803 $44,515 $67,198 $77,724 $98,194 $ 3,304 $ 0 $ 0
================== ======= ======= ======= ======= ======= ======= ======= ======= =======

</TABLE>

The continuance of the Advisory Agreement as to any Portfolio must be
specifically approved at least annually (i) by the vote of the Trustees or by a
vote of the shareholders of the Portfolio and (ii) by the vote of a majority of
the Trustees who are not parties to the Advisory Agreement or "interested
persons" of any party thereto, cast in person at a meeting called for the
purpose of voting on such approval. The Advisory Agreement will terminate
automatically in the event of its assignment, and is terminable at any time
without penalty by the Trustees of the Fund or, with respect to any Portfolio,
by a majority of the outstanding shares of that Portfolio, on not less than 30
days' nor more than 60 days' written notice to the Adviser, or by the Adviser on
90 days' written notice to the Fund.

THE ADMINISTRATOR

The Fund and SEI Fund Resources (the" Administrator") have entered into an
administration agreement (the "Administration Agreement"). The Administration
Agreement provides that the Administrator shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund in connection
with the matters to which the Administration Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on the part of
the Administrator in the performance of its duties or from reckless disregard by
it of its duties and obligations thereunder. The Administration Agreement shall
remain in effect for a period of five years after the effective date of the
agreement and shall continue in effect for successive periods of two years
unless terminated by either party on not less than 90 days' prior written notice
to the other party.

Administrative Fees Paid
------------------------
<TABLE>
<CAPTION>

1994 1995 1996
---- ---- ----
<S> <C> <C> <C>

White Oak $50,000 $50,001 $50,030
Pin Oak $50,000 $50,001 $50,030

</TABLE>

S - 6

<PAGE>

The Fund and the Administrator have also entered into a shareholder servicing
agreement pursuant to which the Administrator provides certain shareholder
services in addition to those set forth in the Administration Agreement.

The Administrator, a Delaware business trust, has its principal business offices
at Oaks, Pennsylvania 19456. SEI Financial Management Corporation ("SFM"), a
wholly-owned subsidiary of SEI Investments Company ("SEI"), is the owner of all
beneficial interests in the Administrator. SEI and its affiliates, including the
Administrator, are leading providers of funds evaluation services, trust
accounting systems, and brokerage and information services to financial
institutions, institutional investors and money managers. The Administrator and
its affiliates also serve as administrator to the following other mutual funds:
The Achievement Funds Trust, The Arbor Fund, ARK Funds, Bishop Street Funds,
CoreFunds, Inc., CrestFunds, Inc., CUFUND, FMB Funds, First American Funds,
Inc., First American Investment Funds, Inc., First American Strategy Funds,
Inc., HighMark Fund, Marquis Funds(R), Monitor Funds, Morgan Grenfell Investment
Trust, The PBHG Funds, Inc., The Pillar Funds, Profit Funds Investment Trust,
Rembrandt Funds(R), Santa Barbara Group of Mutual Funds, Inc., 1784 Funds(R),
SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
International Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, Stepstone
Funds, STI Classic Funds and STI Classic Variable Trust.

THE DISTRIBUTOR

SEI Financial Services Company (the "Distributor"), a wholly owned subsidiary of
SEI, and the Fund are parties to a distribution agreement (the "Distribution
Agreement"). The Distributor will not receive compensation for distribution of
shares of any Portfolio.

The Distribution Agreement is renewable annually. The Distribution Agreement may
be terminated by the Distributor, by a majority vote of the Trustees who are not
interested persons and have no financial interest in the Distribution Agreement
or by a majority vote of the outstanding securities of the Fund upon not more
than 60 days' written notice by either party or upon assignment by the
Distributor.

TRUSTEES AND OFFICERS OF THE FUND

The management and affairs of the Fund are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Fund pays the fees for
unaffiliated Trustees.

The Trustees and Executive Officers of the Fund, their respective dates of
birth, and their principal occupations for the last five years are set forth
below. Each may have held other positions with named companies during that
period. Unless otherwise

S - 7

<PAGE>

noted, the business address of each Trustee and each Executive Officer is SEI
Investments Company, Oaks, Pennsylvania 19456. Certain officers of the Fund also
serve as officers of some or all of the following: The Achievement Funds Trust,
The Arbor Fund, ARK Funds, Bishop Street Funds, CoreFunds, Inc., CrestFunds,
Inc., CUFUND, FMB Funds, Inc., First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc, HighMark Fund,
Marquis Funds(R), Monitor Funds, Morgan Grenfell Investment Trust, The PBHG
Funds, Inc., The Pillar Funds, Profit Funds Investment Trust, Rembrandt
Funds(R), Santa Barbara Group of Mutual Funds, Inc., 1784 Funds(R), SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
Investments Trust, SEI Institutional Managed Trust, SEI International Trust, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, Stepstone Funds, STI Classic Funds,
and STI Classic Variable Trust, each of which is an open-end management
investment company managed by SEI Fund Resources or its affiliates and, except
for Profit Funds Investment Trust, Rembrandt Funds(R), and Santa Barbara Group
of Mutual Funds, Inc., are distributed by SEI Financial Services Company.

ROBERT A. NESHER (DOB 08/17/46) -- Chairman of the Board of Trustees* -- Retired
since 1994. Executive Vice President of SEI, 1986-1994. Director and Executive
Vice President of the Administrator and the Distributor, 1981-1994. Trustee of
the Arbor Fund, Marquis Funds(R), Advisors' Inner Circle Fund, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
Managed Trust, SEI International Trust, SEI Institutional Investments Trust, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, Insurance Investment Products Trust,
1784 Funds(R), Pillar Funds, Rembrandt Funds, and Stepstone Funds.

JOHN T. COONEY (DOB 01/20/27) -- Trustee** -- 569 N. Post Oak Lane, Houston,
TX 77024. Retired since 1992. Formerly Vice Chairman of Ameritrust Texas N.A.,
1989-1992, and MTrust Corp., 1985-1989. Trustee of the Arbor Fund, Marquis
Funds(R), and Advisors' Inner Circle Fund.

WILLIAM M. DORAN (DOB 05/26/40) - Trustee* - 2000 One Logan Square,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, Administrator and Distributor, Director and Secretary of SEI.
Trustee of the Arbor Fund, SEI Liquid Asset Trust, SEI Tax Exempt Trust, SEI
Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust, SEI
International Trust, SEI Asset Allocation Trust, SEI Institutional Investments
Trust, Insurance Investment Products Trust, The Advisors' Inner Circle Fund, and
Marquis Funds(R).

FRANK E. MORRIS (DOB 12/30/23) -- Trustee** -- 105 Walpole Street, Dover, MA
02030. Retired since 1990. Peter Drucker Professor of Management, Boston
College, 1989-1990. President, Federal Reserve Bank of Boston, 1968-1988.
Trustee of The Arbor Fund, Marquis Funds(R), Advisors' Inner Circle Fund, SEI
Liquid Asset Trust, SEI

S - 8

<PAGE>

Tax Exempt Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
Managed Trust, SEI International Trust, Insurance Investment Products Trust, SEI
Asset Allocation Trust and SEI Institutional Investments Trust.

ROBERT A. PATTERSON (DOB 11/05/27) -- Trustee** -- 208 Old Main, University
Park, PA 16802. Pennsylvania State University, Senior Vice President, Treasurer
(Emeritus). Financial and Investment Consultant, Professor of Transportation
(1984-present). Vice President-Investments, Treasurer, Senior Vice President
(Emeritus) (1982-1984). Director, Pennsylvania Research Corp.; Member and
Treasurer, Board of Trustees of Grove City College. Trustee of the Arbor Fund,
Marquis Funds(R), and Advisors' Inner Circle Fund.

GENE PETERS (DOB 06/03/29)--- Trustee** -- 943 Oblong Road, Williamstown, MA
01267. Private investor from 1987 to present. Vice President and Chief Financial
Officer, Western Company of North America (petroleum service company)
(1980-1986). President of Gene Peters and Associates (import company)
(1978-1980). President and Chief Executive Officer of Jos. Schlitz Brewing
Company before 1978. Trustee of the Arbor Fund, Marquis Funds(R) and Advisors'
Inner Circle Fund.

JAMES M. STOREY (DOB 04/12/31) -- Trustee** -- Partner, Dechert Price & Rhoads,
from September 1987 - December 1993; Trustee of the Arbor Fund, Marquis
Funds(R), Advisors' Inner Circle Fund, SEI Liquid Asset Trust, SEI Tax Exempt
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Managed Trust,
SEI International Trust, Insurance Investment Products Trust, SEI Asset
Allocation Trust, and SEI Institutional Investments Trust.

DAVID G. LEE (DOB 04/16/52) -- President and Chief Executive Officer -- Senior
Vice President of the Administrator and Distributor since 1993. Vice President
of the Administrator and Distributor, 1991-1993. President, GW Sierra Trust
Funds before 1991.

SANDRA K. ORLOW (DOB 10/18/53) -- Vice President and Assistant Secretary -- Vice
President and Assistant Secretary of the Administrator and Distributor since
1988.

KEVIN P. ROBINS (DOB 04/15/61) -- Vice President and Assistant Secretary --
Senior Vice President, General Counsel and Assistant Secretary of SEI, Senior
Vice President, General Counsel and Secretary of the Administrator and
Distributor since 1994. Vice President and Assistant Secretary of SEI, the
Administrator and Distributor, 1992-1994. Associate, Morgan, Lewis & Bockius LLP
(law firm), 1988-1992.

RICHARD W. GRANT (DOB 10/25/45) -- Secretary -- 2000 One Logan Square,
Philadelphia, PA 19103, Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, Administrator and Distributor.

S - 9

<PAGE>

KATHRYN L. STANTON (DOB 11/19/58) -- Vice President and Assistant Secretary,
Deputy General Counsel, of SEI, Vice President and Assistant Secretary of the
Administrator and Distributor since 1994. Associate, Morgan, Lewis & Bockius LLP
(law firm), 1989-1994.

JOSEPH P. LYDON (DOB 09/27/59)-- Vice President and Assistant Secretary --
Director, Business Administration of Fund Resources, April 1995. Vice President,
Fund Group, Dremen Value Management, LP, President Dremen Financial Services,
Inc. prior to 1995.

STEPHEN G. MEYER (DOB 07/12/65) -- Controller, Chief Financial Officer-Vice
President and Controller of SEI Fund Resources since 1995. Director, Internal
Audit and Risk Management, SEI Corporation, 1992-1995. Senior Associate, Coopers
and Lybrand, 1990-1992.

TODD B. CIPPERMAN (DOB 01/14/66) -- Vice President and Assistant Secretary --
Vice President and Assistant Secretary of SEI, the Administrator and the
Distributor since 1995. Associate, Dewey Ballantine (law firm) (1994-1995).
Associate, Winston & Strawn (law firm) (1991-1994).

BARBARA A. NUGENT (DOB 06/18/56) -- Vice President and Assistant Secretary --
Vice President and Assistant Secretary of SEI, the Administrator and Distributor
since 1996. Associate, Drinker Biddle & Reath (law firm) (1994-1996). Assistant
Vice President/Administration, Delaware Service Company, Inc. (1992-1993);
Assistant Vice President - Operations of Delaware Service Company, Inc.
(1988-1992).

MARC H. CAHN (DOB 06/19/57) -- Vice President and Assistant Secretary -- Vice
President and Assistant Secretary of SEI, the Administrator and Distributor
since 1996. Associate General Counsel, Barclays Bank PLC (1995-1996). ERISA
counsel, First Fidelity Bancorporation (1994-1995), Associate, Morgan, Lewis &
Bockius LLP (1989-1994).

- ------------
*Messrs. Nesher and Doran are Trustees who may be deemed to be "interested"
persons of the Fund as that term is defined in the 1940 Act.

**Messrs. Cooney, Morris, Patterson, Peters and Storey serve as members of the
Audit Committee of the Fund.

S - 10

<PAGE>

The Trustees and officers of the Fund own less than 1% of the outstanding shares
of the Fund. The Fund pays the fees for unaffiliated Trustees.

The following table exhibits Trustee compensation for the fiscal year ended
October 31, 1996.

<TABLE>
<CAPTION>
Total Compensation
From Registrant
and Fund Complex
Paid to Trustees for
Aggregate Compensation Pension or the Fiscal Year
From Registrant for the Retirement Benefits Estimated Annual Ended October 31,
Fiscal Year Ended October Accrued as Part of Benefits Upon 1996
Name of Person, Position 31, 1996 Fund Expenses Retirement
- ------------------------ ------------------------- ------------------- ---------------- --------------------
<S> <C> <C> <C> <C>

John T. Cooney $9,859 N/A N/A $9,859 for services
on 1 board
Frank E. Morris $10,006 N/A N/A $10,006 for
services on 1 board
Robert Patterson $10,006 N/A N/A $10,006 for
services on 1 board
Eugene B. Peters $10,006 N/A N/A $10,006 for
services on 1 board
James M. Storey, Esq. $10,006 N/A N/A $10,006 for
services on 1 board
William M. Doran, Esq. $0 N/A N/A $0 for services on 1
board
Robert A. Nesher $0 N/A N/A $0 for services on 1
board
============================ =========================== ===================== =================== ====================

</TABLE>

COMPUTATION OF YIELD AND TOTAL RETURN

From time to time the Fund may advertise yield and total return of the
Portfolios. These figures will be based on historical earnings and are not
intended to indicate future performance. No representation can be made
concerning actual future yields or returns. The yield of a Portfolio refers to
the annualized income generated by an investment in that Portfolio over a
specified 30-day period. The yield is calculated by assuming that the income
generated by the investment during that 30-day period is generated in each
period over one year and is shown as a percentage of the investment. In
particular, yield will be calculated according to the following formula:

Yield = 2[((a-b)/cd+1)6-1] where a = dividends and interest earned during the
period; b = expenses accrued for the period (net of reimbursement); c = the
average daily

S - 11

<PAGE>

number of shares outstanding during the period that were entitled to receive
dividends; and d = the maximum offering price per share on the last day of the
period.

For the 30-day period ended October 31, 1996, the Portfolios' yields were .28%
for the White Oak Portfolio and 0% for the Pin Oak Portfolio.

The total return of a Portfolio refers to the average annual compounded rate of
return to a hypothetical investment for designated time periods (including but
not limited to, the period from which that Portfolio commenced operations
through the specified date), assuming that the entire investment is redeemed at
the end of each period. In particular, total return will be calculated according
to the following formula: P (1 + T)n = ERV, where P = a hypothetical initial
payment of $1,000; T = average annual total return; n = number of years; and ERV
= ending redeemable value, as of the end of the designated time period, of a
hypothetical $1,000 payment made at the beginning of the designated time period.

For the fiscal year ended October 31, 1996 and for the period from August 3,
1992 (commencement of operations) through October 31, 1996, the total return for
the Portfolios was 21.33% and 20.67% for the White Oak Portfolio, and (1.39)%
and 13.44% for the Pin Oak Portfolio, respectively.

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions may be made through the Transfer Agent on any day the
New York Stock Exchange is open for business. Shares of each Portfolio are
offered on a continuous basis. Currently, the Fund is closed for business when
the following holidays are observed: New Year's Day, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

It is currently the Fund's policy to pay all redemptions in cash. The Fund
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in-kind of securities held by a Portfolio in
lieu of cash. Shareholders may incur brokerage charges on the sale of any such
securities so received in payment of redemptions.

The Fund reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or valuation of a Portfolio's securities is not reasonably practicable,
or for such other periods as the SEC has by order permitted. The Fund also
reserves the right to suspend sales of shares of any Portfolio for any period
during which the New York Stock Exchange, the Adviser, the Administrator, the
Transfer Agent and/or the custodian are not open for business.

S - 12

<PAGE>

DETERMINATION OF NET ASSET VALUE

The securities of the Portfolios are valued by the Administrator. The
Administrator will use an independent pricing service to obtain valuations of
securities. The pricing service relies primarily on prices of actual market
transactions as well as trade quotations. However, the service may also use a
matrix system to determine valuations of certain securities, which system
considers such factors as security prices, yields, maturities, call features,
ratings and developments relating to specific securities. The procedures of the
pricing service and its valuations are reviewed by the officers of the Fund
under the general supervision of the Trustees.

TAXES

The following is only a summary of certain tax considerations generally
affecting the Portfolios and their shareholders, and is not intended as a
substitute for careful tax planning. Shareholders are urged to consult their tax
advisors with specific reference to their own tax situations, including their
state and local tax liabilities.

Federal Income Tax

The following discussion of federal income tax consequences is based on the Code
and the regulations issued thereunder as in effect on the date of this Statement
of Additional Information. New legislation, as well as administrative changes or
court decisions, may significantly change the conclusions expressed herein, and
may have a retroactive effect with respect to the transactions contemplated
herein.

Each Portfolio intends to qualify as a "regulated investment company" ("RIC") as
defined under Subchapter M of the Code. By following such a policy, each
Portfolio expects to eliminate or reduce to a nominal amount the federal taxes
to which it may be subject.

In order to qualify for treatment as a RIC under the Code, each Portfolio must
distribute annually to its shareholders at least the sum of 90% of its net
interest income excludable from gross income plus 90% of its investment company
taxable income (generally, net investment income plus net short-term capital
gain) ("Distribution Requirement") and also must meet several additional
requirements. Among these requirements are the following: (i) at least 90% of a
Portfolio's gross income each taxable year must be derived from dividends,
interest, payments with respect to securities loans and gains from the sale or
other disposition of stock or securities, or certain other income; (ii) each
Portfolio must derive less than 30% of its gross income each taxable year from
the sale or other disposition of stocks or securities held for less than three
months; (iii) at the close of each quarter of each Portfolio's taxable year, at

S - 13

<PAGE>

least 50% of the value of its total assets must be represented by cash and cash
items, U.S. Government securities, securities of other RICs and other
securities, with such other securities limited, in respect to any one issuer, to
an amount that does not exceed 5% of the value of the Portfolio's assets and
that does not represent more than 10% of the outstanding voting securities of
such issuer; and (iv) at the close of each quarter of each Portfolio's taxable
year, not more than 25% of the value of its assets may be invested in securities
(other than U.S. Government securities or the securities of other RICs) of any
one issuer or of two or more issuers which the Portfolio controls or which are
engaged in the same, similar or related trades or business.

Notwithstanding the Distribution Requirement described above, which requires
only that a Portfolio distribute at least 90% of its annual investment company
taxable income and does not require any minimum distribution of net capital gain
(the excess of net long-term capital gain over net short-term capital loss),
each Portfolio will be subject to a nondeductible 4% federal excise tax to the
extent it fails to distribute by the end of any calendar year 98% of its
ordinary income for that year and 98% of its capital gain net income (the excess
of short- and long-term capital gains over short- and long-term capital losses)
for the one-year period ending on October 31 of that year, plus certain other
amounts.

Any gain or loss recognized on a sale or redemption of shares of a Portfolio by
a non-exempt shareholder who is not a dealer in securities generally will be
treated as a long-term capital gain or loss if the shares have been held for
more than twelve months and otherwise generally will be treated as a short-term
capital gain or loss. If shares of a Portfolio on which a net capital gain
distribution has been received are subsequently sold or redeemed and such shares
have been held for six months or less, any loss recognized will be treated as a
long-term capital loss to the extent of the long-term capital gain distribution.

In certain cases, a Portfolio will be required to withhold, and remit to the
United States Treasury, 31% of any distributions paid to a shareholder who (1)
has failed to provide a correct taxpayer identification number, (2) is subject
to backup withholding by the Internal Revenue Service, or (3) has not certified
to that Portfolio that such shareholder is not subject to backup withholding.

If any Portfolio fails to qualify as a RIC for any taxable year, it will be
taxable at regular corporate rates. In such an event, all distributions
(including capital gains distributions) will be taxable as ordinary dividends to
the extent of the Portfolio's current and accumulated earnings and profits and
such distributions will generally be eligible for the corporate
dividends-received deduction.

S - 14

<PAGE>

State Taxes

No Portfolio is liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by any
Portfolio to shareholders and the ownership of shares may be subject to state
and local taxes.

PORTFOLIO TRANSACTIONS

The Adviser is authorized to select brokers and dealers to effect securities
transactions for each Portfolio. Each Portfolio will seek to obtain the most
favorable net results by taking into account various factors, including price,
commission, if any, size of the transactions and difficulty of executions, the
firm's general execution and operational facilities and the firm's risk in
positioning the securities involved. While the Adviser generally seeks
reasonably competitive spreads or commissions, a Portfolio will not necessarily
be paying the lowest spread or commission available. The Adviser seeks to select
brokers or dealers that offer a Portfolio best price and execution or other
services which are of benefit to the Portfolio.

The Adviser may, consistent with the interests of the Portfolio, select brokers
on the basis of the research services they provide to the Adviser. Such services
may include analyses of the business or prospects of a company, industry or
economic sector, or statistical and pricing services. Information so received by
the Adviser will be in addition to and not in lieu of the services required to
be performed by the Adviser under the Advisory Agreement. If, in the judgment of
the Adviser, a Portfolio or other accounts managed by the Adviser will be
benefitted by supplemental research services, the Adviser is authorized to pay
brokerage commissions to a broker furnishing such services which are in excess
of commissions which another broker may have charged for effecting the same
transaction. These research services include advice, either directly or through
publications or writings, as to the value of securities, the advisability of
investing in, purchasing or selling securities, and the availability of
securities or purchasers or sellers of securities; furnishing of analyses and
reports concerning issuers, securities or industries; providing information on
economic factors and trends; assisting in determining portfolio strategy;
providing computer software used in security analyses; and providing portfolio
performance evaluation and technical market analyses. The expenses of the
Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, such services may not be used exclusively with respect
to the Portfolio or account generating the brokerage, and there can be no
guarantee that the Adviser will find all of such services of value in advising
that Portfolio.

It is expected that a Portfolio may execute brokerage or other agency
transactions through the Distributor, which is a registered broker-dealer, for a
commission in

S - 15

<PAGE>

conformity with the 1940 Act, the Securities Exchange Act of 1934, as amended,
and rules promulgated by the SEC. Under these provisions, the Distributor is
permitted to receive and retain compensation for effecting portfolio
transactions for a Portfolio on an exchange if a written contract is in effect
between the Distributor and the Portfolio expressly permitting the Distributor
to receive and retain such compensation. These rules further require that
commissions paid to the Distributor by a Portfolio for exchange transactions not
exceed "usual and customary" brokerage commissions. The rules define "usual and
customary" commissions to include amounts which are "reasonable and fair
compared to the commission, fee or other remuneration received or to be received
by other brokers in connection with comparable transactions involving similar
securities being purchased or sold on a securities exchange during a comparable
period of time." The Trustees, including those who are not "interested persons"
of the Fund, have adopted procedures for evaluating the reasonableness of
commissions paid to the Distributor and will review these procedures
periodically.

Total $ Amount Total $ Amount of
of Brokered Brokered
Transactions Brokerage Transactions With
Brokerage for Last Commissions Paid Affiliate for Last
Fund Commissions Paid Year to Affiliates Year
---- ---------------- -------------- ---------------- -------------------
<S> <C> <C> <C> <C>

White Oak $9,810 $9,673,456 $0 $0
Pin Oak $5,004 $2,941,022 $0 $0
============================== ================== ==================== ===================== ====================

</TABLE>

Because neither Portfolio markets its shares through intermediary brokers or
dealers, it is not either Portfolio's practice to allocate brokerage or
principal business on the basis of sales of its shares which may be made through
such firms. However, the Adviser may place portfolio orders with qualified
broker-dealers who recommend a Portfolio's shares to clients, and may, when a
number of brokers and dealers can provide best net results on a particular
transaction, consider such recommendations by a broker or dealer in selecting
among broker-dealers.

The Portfolios are required to identify any securities of its "regular brokers
and dealers" (as such term is defined in the 1940 Act) which the Portfolios have
acquired during their most recent fiscal year. As of October 31, 1996, the White
Oak Portfolio held $402,000 of equity securities of Morgan Stanley Group.

S - 16

<PAGE>

For the fiscal years ended October 31, 1995 and 1996, the portfolio turnover
rate for each of the Portfolios was as follows:

TURNOVER RATE
--------------
PORTFOLIO
--------- 1996 1995
<S> <C> <C>
White Oak Portfolio 8.07% 22.43%
Pin Oak Portfolio 31.65% 49.28%
==================================================== ================================ ================================
</TABLE>

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
portfolios and shares of each portfolio. Each share of a portfolio represents an
equal proportionate interest in that portfolio with each other share. Shares are
entitled upon liquidation to a pro rata share in the net assets of the
portfolio. Shareholders have no preemptive rights. All consideration received by
the Fund for shares of any portfolio and all assets in which such consideration
is invested would belong to that portfolio and would be subject to the
liabilities related thereto. Share certificates representing shares will not be
issued.

SHAREHOLDER LIABILITY

The Fund is an entity of the type commonly known as a "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust could, under
certain circumstances, be held personally liable as partners for the obligations
of the trust. Even if, however, the Fund were held to be a partnership, the
possibility of the shareholders incurring financial loss for that reason appears
remote because the Fund's Declaration of Trust contains an express disclaimer of
shareholder liability for obligations of the Fund and requires that notice of
such disclaimer be given in each agreement, obligation or instrument entered
into or executed by or on behalf of the Fund or the Trustees, and because the
Declaration of Trust provides for indemnification out of the Fund property for
any shareholder held personally liable for the obligations of the Fund.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his or
her own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or investment advisers, shall not be
liable for any neglect or

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wrongdoing of any such person. The Declaration of Trust also provides that the
Fund will indemnify its Trustees and officers against liabilities and expenses
incurred in connection with actual or threatened litigation in which they may be
involved because of their offices with the Fund unless it is determined in the
manner provided in the Declaration of Trust that they have not acted in good
faith in the reasonable belief that their actions were in the best interests of
the Fund. However, nothing in the Declaration of Trust shall protect or
indemnify a Trustee against any liability for his or her willful misfeasance,
bad faith, gross negligence or reckless disregard of his or her duties.

5% SHAREHOLDERS

As of February 1, 1997, the following persons were the only persons who were
record owners (or to the knowledge of the Fund, beneficial owners) of 5% or more
of the shares of the Portfolios.

White Oak Growth Stock Fund.

Shareholder Number of Shares %
- ----------- ---------------- ----
Charles Schwab & Co. Inc. 1,134,274.547 40.79%
Spec Cust Acct F/B/O Customers
101 Montgomery Street
San Francisco, CA 94104

Pin Oak Aggressive Stock Fund.

Shareholder Number of Shares %
- ----------- ---------------- ----
Charles Schwab & Co. Inc. 315,300.980 20.07%
Spec Cust Acct F/B/O Customers
101 Montgomery Street
San Francisco, CA 94104

The Fund believes that most of the shares referred to above were held by the
above persons in accounts for their fiduciary, agency or custodial customers.

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EXPERTS

The financial statements of the Trust have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference hereto in reliance upon the authority
of said firm as experts in giving said report.

FINANCIAL STATEMENTS

The financial statements for the fiscal year ended October 31, 1996, including
notes thereto and the report of Arthur Andersen LLP thereon, are herein
incorporated by reference. A copy of the 1996 Annual Report to Shareholders must
accompany the delivery of this Statement of Additional Information.

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APPENDIX

DESCRIPTION OF CORPORATE BOND RATINGS

The following descriptions of corporate bond ratings have been published by
Standard & Poor's Corporation ("S&P") and Moody's Investors Service, Inc.
("Moody's"), respectively.

Debt rated AAA has the highest rating S&P assigns to a debt obligation. Such a
rating indicates an extremely strong capacity to pay principal and interest.
Debt rated AA also qualities as high-quality debt. Capacity to pay principal and
interest is very strong, and differs from AAA issues only in small degree. Debt
rated A has a strong capacity to pay interest and repay principal although it is
somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than debt in higher rated categories.

Debt rated BBB is regarded as having an adequate capacity to pay interest and
repay principal. Whereas it normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay interest and repay principal for debt in this
category than in higher rated categories.

Debt rated BB, B, CCC, CC and C is regarded as having predominately speculative
characteristics with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the least degree of
speculation and C the highest degree of speculation. While such debt will likely
have some quality and protective characteristics, these are outweighed by large
uncertainties of major risk exposures to adverse conditions.

The rating CI is reserved for income bonds on which no interest is being paid.

Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

Bonds which are rated Aaa by Moody's are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of

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protective elements may be of greater amplitude or there may be other elements
present which make the long-term risk appear somewhat larger than in Aaa
securities.

Bonds which are rated A possess many favorable investment attributes and are to
be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Bonds rated Baa are considered as medium grade obligations (i.e., they are
neither highly protected nor poorly secured). Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative elements; their future
cannot be considered as well-assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Bonds which are rated Caa are of poor standing. Such issues may be in default or
there may be present elements of danger with respect to principal or interest.

Bonds which are rated Ca represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

Bonds which are rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any real
investment standing.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published by
S&P and Moody's, respectively.

Commercial paper rated A-1 by S&P is regarded by S&P as having the greatest
capacity for timely payment. Ratings are further refined by the use of a plus
sign to indicate the relative degree of safety. Issues rated A-1+ are those with
"extremely strong safety characteristics." Those rated A-1 reflect a "strong"
degree of safety regarding timely payment.

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Commercial paper issues rated Prime-1 or Prime-2 by Moody's are judged by
Moody's to be of "superior" quality and "strong" quality respectively on the
basis of relative repayment capacity.

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