AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997
FILE NO. 33-50718
FILE NO. 811-7102
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 16 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 18 /X/
THE ARBOR FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (800) 342-5734
DAVID G. LEE
C/O SEI CORPORATION
OAKS, PENNSYLVANIA 19456
(NAME AND ADDRESS OF AGENT FOR SERVICE)
Copies to:
JOHN H. GRADY, JR., ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP
1800 M STREET, N.W.
WASHINGTON, D.C. 20036-5869
It is proposed that this filing become effective (check appropriate box)
/x/ immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / 75 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a) of Rule 485.
Registrant commenced operations on February 1, 1993. Registrant's 24f-2
Notice for the fiscal year ended January 31, 1997 will be filed on or before
March 31, 1997.
<PAGE>
THE ARBOR FUND
CROSS REFERENCE SHEET
N-1A ITEM NO. LOCATION
- --------------------------------------------------------------------------------
PART A Golden Oak Diversified Growth Portfolio, Golden Oak Growth and
Income Portfolio, Golden Oak Intermediate-Term Income Portfolio,
Golden Oak Michigan Tax Free Bond Portfolio and Golden Oak Prime
Obligation Money Market Portfolio
<TABLE>
<S> <C> <C>
Item 1 Cover Page Cover Page
Item 2. Synopsis Summary; Annual Operating
Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant The Funds and the Trust;
Investment Objective and
Policies; General Information
Item 5. Management of the Fund General Information; The
Adviser; The Sub-Adviser;
The Administrator; The
Shareholder Servicing Agent
Item 5A. Management's Discussion of
Fund Performance **
Item 6. Capital Stock and Other Securities General Information; Taxes
Item 7. Purchase of Securities Being Offered Purchase of Shares
Item 8. Redemption or Repurchase Redemption of Shares
Item 9. Pending Legal Proceedings *
</TABLE>
PART B Golden Oak Diversified Growth Portfolio, Golden Oak Growth and
Income Portfolio, Golden Oak Intermediate-Term Income Portfolio,
Golden Oak Michigan Tax Free Bond Portfolio and Golden Oak Prime
Obligation Money Market Portfolio
<TABLE>
<S> <C> <C>
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Funds and The Trust
Item 13. Investment Objectives and Policies Investment Objective and
Policies; Investment
Limitations; Non-
Fundamental Policies
Item 14. Management of the Registrant The Funds and the Trust;
Trustees and Officers of the
Trust; The Administrator; The
Adviser; The Sub-Adviser
Item 15. Control Persons and Principal Holders
of Securities Trustees and Officers of the
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Trust; The Administrator
Item 16. Investment Advisory and Other Services The Adviser; The Sub-
Adviser; The Administrator;
The Distributor; Experts
Item 17. Brokerage Allocation Portfolio Transactions;
Trading Practices and
Brokerage
Item 18. Capital Stock and Other Securities Description of Shares
Item 19. Purchase, Redemption, and Pricing of
Securities Being Offered Purchase and Redemption of
Shares; Determination of Net
Asset Value; Letter of Intent
Item 20. Tax Status Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Yield Quotations Computation of Yield;
Calculation of Total
Return
Item 23. Financial Statements Financial Information
</TABLE>
PART A California Tax Exempt Portfolio and Institutional Tax Free Portfolio
<TABLE>
<S> <C> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Shareholder
Transaction Expenses;
Annual Operating Expenses
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant The Portfolios and the Trust;
Investment Objective;
Investment Policies; General
Investment Policies and
Information; Investment
Limitations
Item 5. Management of the Fund General Information; The
Adviser; The Administrator;
The Shareholder Servicing
Agent
Item 5A. Management's Discussion of
Fund Performance **
Item 6. Capital Stock and Other Securities General Information; Taxes
Item 7. Purchase of Securities Being Offered Purchase and
Redemption of Shares
Item 8. Redemption or Repurchase Purchase and Redemption of
Shares
Item 9. Pending Legal Proceedings *
</TABLE>
PART B California Tax Exempt Portfolio and Institutional Tax Free Portfolio
<TABLE>
<S> <C> <C>
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Item 12. General Information and History The Trust
Item 13. Investment Objectives and Policies Investment Limitations; Non-
Fundamental Policies
Item 14. Management of the Registrant Trustees and Officers
of the Trust; The
Administrator; The
Adviser; The Trust
Item 15. Control Persons and Principal Holders
of Securities Trustees and Officers of the
Trust; The Administrator
Item 16. Investment Advisory and Other Services The Adviser; The
Administrator; The
Distributor
Item 17. Brokerage Allocation Portfolio Transactions;
Trading Practices and
Brokerage
Item 18. Capital Stock and Other Securities Description of Shares
Item 19. Purchase, Redemption, and Pricing of
Securities Being Offered Purchase and Redemption of
Shares; Determination of Net
Asset Value
Item 20. Tax Status Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Yield Quotations Computation of Yield;
Calculation of Total
Return
Item 23. Financial Statements Financial Information
</TABLE>
PART A OVB Equity Income Portfolio, OVB Capital Appreciation Portfolio, OVB
Emerging Growth Portfolio, OVB Government Securities Portfolio, OVB
West Virginia Tax-Exempt Income Portfolio and OVB Prime Obligations
Portfolio
<TABLE>
<S> <C> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary; Expense Summary
Item 3. Condensed Financial Information Financial Highlights
(Prospectus Supplement)
Item 4. General Description of Registrant The Funds and the Trust;
Investment Objectives;
Investment Policies and
Information; General
Investment Policies and
Information; Risk Factors;
Investment Limitations and
Fundamental Policies;
Description of Permitted
Investments
Item 5. Management of the Fund The Adviser; The Sub-
Adviser; The Administrator;
Transfer Agent; General
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Information
Item 5A. Management's Discussion of Fund
Performance **
Item 6. Capital Stock and Other Securities General Information; Taxes
Item 7. Purchase of Securities Being Offered How to Purchase
Shares; How to
Exchange Shares
Item 8. Redemption or Repurchase How to Redeem Shares; How
to Exchange Shares
Item 9. Pending Legal Proceedings *
</TABLE>
PART B OVB Prime Obligations Portfolio, OVB Equity Income Portfolio, OVB
Capital Appreciation Portfolio, OVB Emerging Growth Portfolio, OVB
Government Securities Portfolio and OVB West Virginia Tax-Exempt
Income Portfolio
<TABLE>
<S> <C> <C>
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Funds and the Trust
Item 13. Investment Objectives and Policies Additional Description of
Permitted Investments;
Investment Limitations; Non-
Fundamental Policies
Item 14. Management of the Fund The Funds and the Trust;
Trustees and Officers of the
Trust; The Adviser; The Sub-
Adviser; The Administrator
Item 15. Control Persons and Principal Holders
of Securities Trustees and Officers of the
Trust; The Administrator
Item 16. Investment Advisory and Other Services The Adviser; The
Administrator; The Distributor
Item 17. Brokerage Allocation Fund Transactions; Trading
Practices and Brokerage
Item 18. Capital Stock and Other Securities Description of Shares;
Shareholder Liability
Item 19. Purchase, Redemption, and Pricing of
Securities Being Offered Purchase and Redemption of
Shares; Determination of Net
Asset Value
Item 20. Tax Status Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Yield Quotations Computation of Yield;
Calculation of Total
Return
Item 23. Financial Statements Financial Information
(Supplement to Statement of
Additional Information)
</TABLE>
PART A U.S. Government Securities Money Fund and Prime Obligations Fund
<PAGE>
<TABLE>
<S> <C> <C>
Item 1. Cover Page Cover Page
Item 2. Synopsis Expense Summary
Item 3. Condensed Financial Information Financial Highlights
Item 4. General Description of Registrant The Fund and the Trust;
Investment Objective and
Policies; Investment
Limitations and Fundamental
Policies; Description of
Permitted Investments and
Risk Factors; General
Information
Item 5. Management of the Fund The Adviser; The
Administrator and Distributor;
The Transfer Agent and
Custodian; General
Information
Item 5A. Management's Discussion of Fund
Performance **
Item 6. Capital Stock and Other Securities General Information; Taxes
Item 7. Purchase of Securities Being Offered How to Purchase
Shares
Item 8. Redemption or Repurchase How to Redeem Shares
Item 9. Pending Legal Proceedings *
</TABLE>
PART B U.S. Government Securities Money Fund and Prime Obligations Fund
<TABLE>
<S> <C> <C>
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History The Fund and The Trust
Item 13. Investment Objectives and Policies Additional Description of
Permitted Investments;
Investment Limitations; Non-
Fundamental Policies
Item 14. Management of the Fund The Fund and the Trust;
Trustees and Officers of the
Trust; The Adviser; The
Administrator; The Distributor
Item 15. Control Persons and Principal Holders Trustees and Officers of the
of Securities Trust; The Administrator
Item 16. Investment Advisory and Other Services The Adviser; The
Administrator; The
Distributor
Item 17. Brokerage Allocation Fund Transactions; Trading
Practices and Brokerage
Item 18. Capital Stock and Other Securities Description of Shares;
Shareholder Liability
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Item 19. Purchase, Redemption, and Pricing of
Securities Being Offered Purchase and Redemption of
Shares; Determination of Net
Asset Value
Item 20. Tax Status Taxes
Item 21. Underwriters The Distributor
Item 22. Calculation of Yield Quotations Computation of Yield
Item 23. Financial Statements *
</TABLE>
PART C
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Registration Statement.
* Not Applicable
** Information required by Item 5A is included in the 1996 Annual Report to
Shareholders
<PAGE>
The Prospectuses and Statements of Additional Information for the Golden Oak
Diversified Growth Portfolio, Golden Oak Growth and Income Portfolio, Golden Oak
Intermediate-Term Income Portfolio, Golden Oak Michigan Tax Free Bond Portfolio,
Golden Oak Prime Obligation Money Market Portfolio, California Tax Exempt and
Institutional Tax Free Portfolios, OVB Capital Appreciation Portfolio, OVB
Emerging Growth Portfolio, OVB Government Securities Portfolio, OVB West
Virginia Tax-Exempt Income Portfolio, OVB Prime Obligations Portfolio, U.S.
Government Securities Money Fund, and Prime Obligations Fund, included as part
of Post-Effective Amendment No. 14 to the Registrant's Registration Statement on
Form N-1A (File No. 33-50718), filed with the Securities and Exchange Commission
on March 29, 1996 pursuant to Rule 485(a) under the Securities Act of 1933, are
hereby incorporated by reference as if set forth full herein.
The Prospectus and Statement of Additional Information for the OVB Equity Income
Portfolio, included as part of Post-Effective Amendment No. 15 to the
Registrant's Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on April 1, 1996 pursuant to Rule 485(a)
under the Securities Act of 1933, is hereby incorporated by reference as if set
forth in full herein.
<PAGE>
THE ARBOR FUND
OVB Equity Income Portfolio
Class A Shares
Supplement dated February 28, 1997
to the Prospectus dated May 31, 1996
The Prospectus dated May 31, 1996 is hereby amended by the addition of the
following unaudited financial information for the Class A Shares of the OVB
Equity Income Portfolio for the period ended January 31, 1997.
Financial Highlights
The following table provides unaudited financial highlights for the Class A
Shares of the OVB Equity Income Portfolio for the period August 2, 1996
(commencement of operations) through January 31, 1997
August 2, 1996
OVB Equity Income Portfolio: to January 31, 1997 (1)
- ---------------------------- -----------------------
Net Asset Value Beginning of Period $ 10.00
--------
Net Investment Income 0.16
Net Realized and Unrealized Gains (Losses) on Investments 1.23
Distributions from Net Investment Income (0.16)
Distributions from Capital Gains 0.00
--------
Net Asset Value End of Period $ 11.23
========
Total Return 13.98%
========
Net Assets End of Period (000) $ 41,580
========
Ratio of Expenses to Average Net Assets 1.20%
========
Ratio of Net Investment Income to Average Net Assets 3.27%
========
Ratio of Expenses to Average Net Assets (Excluding
Waivers) 1.25%
========
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers) 3.22%
========
Portfolio Turnover Rate 10%
========
Average Commission Rate $ 0.0787
========
- --------------------------------------------------------------------------------
(1) Commenced operations on August 2, 1996. All ratios for the period have
been annualized.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE>
THE ARBOR FUND
OVB Equity Income Portfolio
Class B Shares
Supplement dated February 28, 1997
to the Prospectus dated May 31, 1996
The Prospectus dated May 31, 1996 is hereby amended by the addition of the
following unaudited financial information for the Class B Shares of the OVB
Equity Income Portfolio for the period ended January 31, 1997.
Financial Highlights
The following table provides unaudited financial highlights for the Class B
Shares of the OVB Equity Income Portfolio for the period August 2, 1996
(commencement of operations) through January 31, 1997
August 2, 1996
OVB Equity Income Portfolio: to January 31, 1997 (1)
- ---------------------------- -----------------------
Net Asset Value Beginning of Period $ 10.00
--------
Net Investment Income 0.15
Net Realized and Unrealized Gains (Losses) on Investments 1.24
Distributions from Net Investment Income (0.15)
Distributions from Capital Gains 0.00
--------
Net Asset Value End of Period $ 11.24
========
Total Return 13.98%
========
Net Assets End of Period (000) $ 1,504
========
Ratio of Expenses to Average Net Assets 1.45%
========
Ratio of Net Investment Income to Average Net Assets 3.02%
========
Ratio of Expenses to Average Net Assets (Excluding
Waivers) 1.50%
========
Ratio of Net Investment Income (Loss) to Average Net Assets
(Excluding Waivers) 2.97%
========
Portfolio Turnover Rate 10%
========
Average Commission Rate $ 0.0787
========
- --------------------------------------------------------------------------------
(1) Commenced operations on August 2, 1996. All ratios for the period have
been annualized.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE>
THE ARBOR FUND
(the "Trust")
Supplement dated February 28, 1997 to the
Statement of Additional Information dated May 31, 1996
The Statement of Additional Information for the Trust is hereby amended and
supplemented by the following unaudited financial statements of the OVB Equity
Income Portfolio for the period August 2, 1996 (commencement of operations)
through January 31, 1997.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.
<PAGE>
January 31, 1997 (Unaudited)
- -------------------------------------------------------------------------------
The OVB Funds Equity
Income Portfolio
- -------------------------------------------------------------------------------
PIE CHART WAS LOCATED HERE IN PRINTED VERSION
WITH THE FOLLOWING BREAKDOWNS
Common Stock -- 80%
U.S. Treasury Obligations -- 6%
Repurchase Agreement -- 7%
Preferred Stock -- 7%
% of Total Portfolio
Investments
Value
Description Shares (000)
- --------------------------------------------------------------------------------
Common Stocks--80.2%
Aerospace & Defense--2.8%
Boeing 252 $ 27
General Motors, Class H 5,000 294
Rockwell International 6,000 395
United Technologies 7,000 488
Total Aerospace & Defense 1,204
Automotive--1.3%
Chrysler 15,700 548
Banks--3.5%
Bankers Trust 4,000 340
Chase Manhattan 4,000 370
Citicorp 3,500 407
PNC Bank 10,000 398
- --------------------------------------------------------------------------------
Total Banks 1,515
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Value
Description Shares (000)
- --------------------------------------------------------------------------------
Chemicals--1.7%
Hercules 9,000 $ 397
Witco 12,000 357
Total Chemicals 754
Containers & Packaging--0.9%
Crown Cork & Seal 7,000 403
Cosmetics, Soaps & Toiletries--2.7%
Colgate-Palmolive 4,000 387
International Flavors & Fragrances 8,000 355
Procter & Gamble 3,500 404
Total Cosmetics, Soaps & Toiletries 1,146
Drugs--4.9%
American Home Products 13,200 837
Bristol-Myers Squibb 3,500 445
Johnson & Johnson 10,000 576
Pharmacia & Upjohn 7,000 261
Total Drugs 2,119
Electric Services--8.6%
Cinergy 11,000 380
CMS Energy 10,000 335
Dominion Resources of Virginia 18,000 713
DTE Energy 10,000 314
Entergy 12,000 323
FPL Group 6,500 288
Illinova 12,000 317
LG&E 13,000 315
Southern 32,900 720
Total Electric Services 3,705
Electronic & Other Electrical Equipment--1.7%
General Electric 7,000 721
Financial Services--2.8%
Beneficial 6,000 404
FHLMC 14,000 424
FNMA 10,000 395
- --------------------------------------------------------------------------------
Total Financial Services 1,223
- --------------------------------------------------------------------------------
1
<PAGE>
Statement of Net Assets (Unaudited)
- -------------------------------------------------------------------------------
The OVB Funds Equity
Income Portfolio (continued)
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Value
Description Shares (000)
- --------------------------------------------------------------------------------
Food, Beverage & Tobacco--2.4%
General Mills 5,000 $339
H.J. Heinz 17,000 684
Total Food, Beverage & Tobacco 1,023
Gas/Natural Gas--7.7%
AGL Resources 15,000 313
Consolidated Natural Gas 6,000 334
El Paso Natural Gas 8,000 431
KN Energy 9,000 350
MCN 12,000 389
National Fuel & Gas 10,000 423
Washington Gas Light 15,000 332
Williams 18,400 738
Total Gas/Natural Gas 3,310
Insurance--5.2%
American General 10,000 399
Jefferson Pilot 10,000 590
Marsh & McLennan 3,500 377
Safeco 10,000 380
Travelers 9,333 489
Total Insurance 2,235
Machinery--0.5%
Pall 10,000 224
Medical Products & Services--1.4%
Baxter International 7,000 323
C.R. Bard 10,000 283
Total Medical Products & Services 606
Office Equipment--0.7%
Xerox 5,000 293
Paper & Paper Products--0.5%
Tambrands 5,000 205
Petroleum Refining--5.9%
Amoco 7,300 635
Atlantic Richfield 4,000 529
Exxon 6,000 622
Occidental Petroleum 15,000 383
Texaco 3,500 371
- --------------------------------------------------------------------------------
Total Petroleum Refining 2,540
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Value
Description Shares (000)
- --------------------------------------------------------------------------------
Printing & Publishing--2.1%
McGraw-Hill 12,000 $ 597
Tribune 8,000 306
Total Printing & Publishing 903
Real Estate Investment Trust--10.6%
Cali Realty 14,000 462
Camden Property Trust 14,000 378
Carr Realty 15,000 437
Centerpoint Properties Trust 13,000 423
CWM Mortgage Holdings 15,000 326
Duke Realty Investments 12,000 476
Liberty Property Trust 16,000 412
National Golf Properties 13,000 397
Post Properties 10,000 415
Public Storage 16,000 468
Security Capital Pacific Trust 16,000 380
Total Real Estate Investment Trust 4,574
Retail--0.9%
Sears Roebuck 8,000 384
Semi-Conductors/Instruments--0.8%
AMP 8,000 326
Telephones & Telecommunication--5.4%
Alltel 12,000 386
Bellsouth 16,800 746
GTE 8,000 376
SBC 9,000 494
Sprint 8,000 326
- --------------------------------------------------------------------------------
Total Telephones & Telecommunication 2,328
- --------------------------------------------------------------------------------
Transportation Services--1.6%
CSX 14,500 703
- --------------------------------------------------------------------------------
2
<PAGE>
January 31, 1997 (Unaudited)
- -------------------------------------------------------------------------------
The OVB Funds Equity
Income Portfolio (concluded)
- -------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Face Amt (000)/ Value
Description Shares (000)
- --------------------------------------------------------------------------------
Water Utilities--3.6%
American Water Works 29,000 $ 674
Aquarion 6,100 171
IWC Resources 2,000 64
Southern California Water 29,000 653
Total Water Utilities 1,562
Total Common Stocks (Cost $30,798) 34,554
Preferred Stocks--7.2%
Georgia Power 15,000 371
J.P. Morgan 7,000 351
MCI 20,000 500
Merrill Lynch 15,000 441
Microsoft 8,000 666
TVA 15,000 388
US West 15,000 371
Total Preferred Stocks (Cost $3,061) 3,088
U S. Treasury Obligations--5.8%
U.S. Treasury Bill
0.000%, 05/01/97 $ 500 494
U.S. Treasury Bond
6.000%, 08/15/99 1,000 999
U.S. Treasury Note
6.250%, 07/31/98 1,000 1,006
Total U.S Treasury Obligations (Cost $2,492) 2,499
Repurchase Agreement--6.5 %
Morgan Stanley
5.52%, dated 01/31/97, matures
02/03/97, repurchase price $2,822,889
(collateralized by FNMA obligation,
par value $3,099,000, 8.500%, matures
08/01/11, market value $2,908,355) 2,822 2,822
- --------------------------------------------------------------------------------
Total Repurchase Agreement (Cost $2,822) 2,822
- --------------------------------------------------------------------------------
Total Investments--99.7% (Cost $39,173) 42,963
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Value
Description (000)
- --------------------------------------------------------------------------------
Other Assets and Liabilities--0.3 %
Other Assets and Liabilities, Net $ 121
Total Other Assets and Liabilities 121
Net Assets:
Portfolio shares of Class A (unlimited
authorization--no par value) based on
3,701,778 outstanding shares of
beneficial interest 37,882
Portfolio shares of Class B (unlimited
authorization--no par value) based on
133,901 outstanding shares of
beneficial interest 1,411
Accumulated net realized gain on investments 1
Net unrealized appreciation on investments 3,790
Total Net Assets--100.0% $43,084
Net Asset Value, Offering Price and
Redemption Price Per Share--Class A $ 11.23
Net Asset Value, Offering Price and
Redemption Price Per Share--Class B $ 11.24
- --------------------------------------------------------------------------------
FHLMC Federal Home Loan Mortgage Corporation
FNMA Federal National Mortgage Association
TVA Tennessee Valley Authority
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
Statement of Operations
- -------------------------------------------------------------------------------
For the six-month period ended January 31, 1997 (Unaudited)
(In Thousands)
--------------
Equity Income
Portfolio
--------------
Investment Income:
Interest Income .............................................. $226
Dividend Income .............................................. 506
------
Total Investment Income ...................................... 732
------
Expenses:
Administrator Fees ........................................... 33
Less Administration Fees Waiver............................... --
Investment Advisory Fees ..................................... 120
Less Investment Advisory Fees Waiver ......................... (8)
Sub-Advisory Fees ............................................ --
Custodian Fees ............................................... 3
Professional Fees ............................................ 5
Registration & Filing Fees ................................... 14
Printing Expenses ............................................ 2
Trustee Fees ................................................. 2
Pricing Fees ................................................. 1
Distribution Fees(l) ......................................... 1
Transfer Agency Fees ......................................... 20
Amortization of Organization Costs ........................... 2
Miscellaneous Expenses ....................................... 1
------
Total Expenses ............................................... 196
------
Net Investment Income ...................................... 536
Net Realized Gain From Securities Sold ....................... 1
Net Change in Unrealized Appreciation
on Investments ............................................. 3,790
------
Net Realized and Unrealized Gain on Investments
3,791
======
Increase in Net Assets Resulting From
Operations ................................................. $4,327
======
(1) Distribution Fees are only incurred on Class B shares.
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Statement of Changes in Net Assets January 31, 1997
- -------------------------------------------------------------------------------
For the six-month period ended January 31, 1997 (Unaudited)
(In Thousands)
--------------
Equity Income
Portfolio
--------------
1997
--------------
Operations:
Net Investment Income ........................................ $536
Net Realized Gain from Securities Sold ....................... 1
Net Change in Unrealized Appreciation
on Investments ............................................. 3,790
-------
Net Increase in Net Assets Resulting
from Investment Operations ................................. 4,327
-------
Distributions:
Net Investment Income:
Class A .................................................... (522)
Class B .................................................... (14)
Net Realized Gains
Class A .................................................... --
Class B .................................................... --
-------
Total Distributions: ......................................... (536)
-------
Capital Share Transactions:
Class A:
Shares Issued .............................................. 39,723
Shares Issued in Lieu of Cash Distributions ................ --
Shares Redeemed ............................................ (1,841)
-------
Total Class A Transactions ................................... 37,882
-------
Class B:
Shares Issued .............................................. 1,424
Shares Issued in Lieu of Cash Distributions ................ 14
Shares Redeemed ............................................ (27)
-------
Total Class B Transactions ................................... 1,411
-------
Increase in Net Assets from Capital
Share Transactions ......................................... 39,293
-------
Total Increase in Net Assets ................................. 43,084
-------
Net Assets:
Beginning of Year............................................. --
-------
End of Year .................................................. $43,084
=======
Capital Share Transactions:
Class A:
Shares Issued .............................................. 3,875
Shares Issued in Lieu of Cash Distributions ................ --
Shares Redeemed ............................................ (173)
-------
Total Class A Share Transactions ............................. 3,702
-------
Class B:
Shares Issued .............................................. 135
Shares Issued in Lieu of Cash Distributions ................ 1
Shares Redeemed ............................................ (2)
-------
Total Class B Share Transactions ............................. 134
-------
Total Share Transactions ..................................... 3,836
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
Financial Highlights
- -------------------------------------------------------------------------------
For a Share Outstanding Throughout the Period (Unaudited)
<TABLE>
<CAPTION>
Net Asset Net Realized Distributions Distributions Net Asset
Value, Net and Unrealized from Net from Value,
Beginning Investment Gains (Losses) Investment Capital End of
of Period Income (Loss) on Investments Income Gains Period
--------- ------------- -------------- ------------- ------------- ---------
Equity Income Portfolio
<S> <C> <C> <C> <C> <C> <C>
CLASS A
1997(1) $10.00 $0.16 $1.23 $(0.16) $ 0.00 $11.23
CLASS B
1997(1) $10.00 $0.15 $1.24 $(0.15) $ 0.00 $11.24
</TABLE>
- ----------
(1) Commenced operations on August 2, 1996. All ratios for the period have been
annualized.
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
January 31, 1997 (Unaudited)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Ratio of
Ratio Of Net Investment
Ratio of Expenses to Income (Loss)
Ratio of Net Investment Average to Average
Net Assets, Expenses to Income (Loss) Net Assets Net Assets Portfolio Average
Total End Of Average to Average (Excluding (Excluding Turnover Commission
Return Period (000) Net Assets Net Assets Waivers) Waivers) Rate Rate
------ ------------ ----------- ------------- ----------- ------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
13.98% $41,580 1.20% 3.27% 1.25% 3.22% 10% $0.0787
13.98% $ 1,504 1.45% 3.02% 1.50% 2.97% 10% $0.0787
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Unaudited)
- -------------------------------------------------------------------------------
1. Organization
The Arbor Fund (the "Trust") was organized as a Massachusetts business trust
under a Declaration of Trust dated July 24, 1992 and had no operations through
February 1, 1993, other than those related to organizational matters and the
sale of initial shares to SEI Fund Resources (the "Administrator"), on October
9, 1992. SEI Financial Management Corporation, a wholly-owned subsidiary of SEI
Investments Company, is the owner of all beneficial interest in the
Administrator. The Trust is registered under the Investment Company Act of 1940,
as amended, as an open-end management company. The financial statements included
herein relate to the Trust's OVB Equity Income Portfolio (the "Portfolio"). The
portfolios' prospectus provides a description of the portfolio's investment
objectives, policies and strategies. The financial statements of the other
portfolios in the OVB Family of Funds are presented separately. The assets of
each portfolio are segregated, and a shareholder's interest is limited to the
portfolio in which shares are held. The Portfolio is registered to offer two
classes of shares: Class A and Class B (see note 3).
2. Significant Accounting Policies:
The following is a summary of the significant accounting policies followed by
the Portfolio.
Security Valuation --
Investments in equity securities that are traded on a national securities
exchange (or reported on NASDAQ national market system) are stated at the last
quoted sales price, if readily available for such equity securities on each
business day; other equity securities traded in the over-the-counter market and
listed equity securities for which no sale was reported on that date are stated
at the last quoted bid price. Debt obligations exceeding sixty days to maturity
for which market quotations are readily available are valued at the most
recently quoted bid price. Debt obligations with sixty days or less until
maturity are valued at their amortized cost.
Federal Income Taxes --
It is the Portfolio's intention to continue to qualify as a regulated investment
company for Federal income tax purposes by complying with the appropriate
provisions of the Internal Revenue Code of 1986, as amended. Accordingly, no
provision for Federal income taxes is required in the financial statements.
<PAGE>
8
January 31, 1997 (Unaudited)
- -------------------------------------------------------------------------------
Security Transactions and Related Income --
Security transactions are accounted for on the date the security is purchased or
sold (trade date). Dividend income is recognized on the ex-dividend date, and
interest income is recognized on the accrual basis. Costs used in determining
realized gains and losses on the sales of investment securities are those of the
specific securities sold.
Repurchase Agreements --
The Portfolio invests in tri-party repurchase agreements. Securities held as
collateral for tri-party repurchase agreements are maintained in a segregated
account by the broker's custodian bank until maturity of the repurchase
agreement. Provisions of the repurchase agreements require that the market value
of the collateral, including accrued interest thereon, is sufficient in the
event of default of the counterparty. If the counterparty defaults and the value
of the collateral declines or if the counterparty enters an insolvency
proceeding, realization and/or retention of the collateral by the Portfolio may
be delayed or limited.
Net Asset Value Per Share --
The net asset value per share of the Portfolio is calculated each business day.
In general, it is computed by dividing the assets of the Portfolio, less its
liabilities, by the number of outstanding shares of the Portfolio.
Classes --
Class specific expenses are borne by that class. Income, expenses, and realized
and unrealized gains/losses are allocated to the respective classes of shares on
the basis of their relative daily net assets.
Expenses --
Expenses that are directly related to one of the portfolios are charged directly
to that portfolio. Other operating expenses of the Trust are prorated to the
portfolios on the basis of relative net assets.
Distributions --
Distributions from net investment income for the Portfolio are paid to
shareholders in the form of quarterly dividends. Any net realized capital gains
on sales of securities are distributed to shareholders at least annually.
The amounts of distributions from net investment income and net realized
capital gains are determined in accordance with federal income tax regulations,
which may
(continued)
9
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED) (Unaudited)
- -------------------------------------------------------------------------------
differ from those amounts determined under generally accepted accounting
principles. These book/tax differences are either temporary or permanent in
nature. To the extent these differences are permanent, they are charged or
credited to paid-in capital in the period that the difference arises.
3. Investment Advisory, Administrative, Transfer Agent, and Distribution
Agreements:
One Valley Bank, National Association (the "Adviser") serves as investment
adviser to the Portfolio pursuant to an investment advisory agreement (the
"Advisory Agreement") with the Trust. For its services, the Adviser is entitled
to a fee, which is calculated daily and paid monthly, at an annual rate based on
the average daily net assets of the Portfolio of .74%. The Adviser has agreed to
voluntarily waive a portion of its fee so that the total annual expenses of the
portfolio will not exceed the voluntary expense limitations adopted by the
Adviser. In the event that the total annual expenses of the portfolio, after
reflecting a waiver of all fees by the Adviser, exceed the specific limitations,
the Adviser has agreed to bear such excess. Fee waivers by the Adviser are
voluntary and may be terminated at any time.
The Trust and the Administrator have
10
<PAGE>
January 31, 1997 (Unaudited)
- -------------------------------------------------------------------------------
entered into an administration agreement. Under terms of the administration
agreement, the Administrator is entitled to a fee calculated daily and paid
monthly at an annual rate of .20% of the average daily net assets of the
portfolio. There is a minimum annual fee of $100,000 payable to the
Administrator by the Portfolio. The Administrator also serves as the shareholder
servicing agent for the Trust. Compensation for this service is paid under the
administration agreement.
DST Systems, Inc. serves as the transfer agent and dividend disbursing
agent for the Portfolio under a transfer agency agreement with the Trust.
The Trust and SEI Financial Services Company (the "Distributor"), a
wholly-owned subsidiary of SEI Investments Company, have entered into a
distribution agreement. The Class B shares of the Portfolio have a distribution
plan (the "Class B Plan"), pursuant to Rule 12b1 under the Investment Company
Act of 1940, as amended. As provided in the Distribution Agreement and the Class
B Plan, the Trust will pay a fee, at an annual rate of .25% of the Portfolio's
average daily net assets attributable to Class B shares to the Distributor as
compensation for its services.
4. Organizational Costs and Transactions with Affiliates:
Organizational costs have been capitalized by the Trust and are being amortized
over sixty months beginning with the commencement of operations. In the event
any of the initial shares are redeemed by any holder thereof during the period
that the fund is amortizing its organizational costs, the redemption proceeds
payable to the holder thereof by the Trust will be reduced by the unamortized
organizational costs in the same ratio as the number of initial shares being
redeemed bears to the number of initial shares outstanding at the time of the
redemption. These costs include legal fees of approximately $23,000 for
organizational work performed by a law firm of which two officers of the Trust
and a Trustee of the Trust are partners.
Certain officers of the Trust are also officers of the Administrator
and/or Distributor. Such officers are paid no fees by the Trust for serving in
their respective roles.
(continued)
11
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED) (Unaudited)
- -------------------------------------------------------------------------------
5. Investment Transactions:
The cost of security purchases and the proceeds from the sale of securities,
other than temporary cash investments, during the period ended January 31, 1997
were as follows:
Equity Income Portfolio
U.S.
Government
Securities All Other Total
(000) (000) (000)
---------- --------- -------
Purchases $ 5,011 $33,929 $38,940
Sales 3,006 75 3,081
At January 31, 1997, the total cost of securities and the net realized gains or
losses on securities sold for Federal income tax purposes were not materially
different from amounts reported for financial reporting purposes. The aggregate
gross unrealized appreciation and depreciation on investment securities at
January 31, 1997, for the Portfolio is as follows:
Net
Appreciated Depreciated Unrealized
Securities Securities Appreciation
(00O) (000) (000)
----------- ----------- -------------
Equity
Income 3,969 (179) 3,790
12
<PAGE>
PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits:
(a) Financial Statements
Part A. Financial Highlights
Part B.
(1) Audited Financial Statements for the Golden Oak Diversified Growth
Portfolio, Golden Oak Intermediate-Term Income Portfolio and Golden
Oak Prime Obligation Money Market Portfolio of the Registrant for the
fiscal period ended January 31, 1996, included in the Statement of
Additional Information, filed as part of Post-Effective Amendment No.
14 to the Registrant's Registration Statement on Form N-1A (No.
33-50718) as filed with the Securities and Exchange Commission on
March 29, 1996 are incorporated herein by reference to Post-Effective
Amendment No. 14, filed on March 29, 1996.
(2) Audited Financial Statements for the California Tax Exempt Portfolio
and Institutional Tax Free Portfolio (the "PIMC Portfolios") for the
fiscal period ended January 31, 1996, included in the Statement of
Additional Information, filed as part of Post-Effective Amendment
No. 14 to the Registrant's Registration Statement on Form N-1A (No.
33-50718) as filed with the Securities and Exchange Commission on
March 29, 1996 are incorporated herein by reference to
Post-Effective Amendment No. 14, filed on March 29, 1996.
(3) Audited Financial Statements for the OVB Prime Obligations Portfolio,
OVB Capital Appreciation Portfolio, OVB Emerging Growth Portfolio, OVB
Government Securities Portfolio and OVB West Virginia Tax-Exempt
Income Portfolio (the "OVB Portfolios") for the fiscal period ended
January 31, 1996, included in the Statement of Additional Information,
filed as part of Post-Effective Amendment No. 14 to the Registrant's
Registration Statement on Form N-1A (No. 33-50718) as filed with the
Securities and Exchange Commission on March 29, 1996 are incorporated
herein by reference to Post-Effective Amendment No. 14, filed on March
29, 1996.
(4) Audited Financial Statements for the U.S. Government Securities Money
Fund and Prime Obligations Fund for the fiscal period ended January
31, 1996, included in the Statement of Additional Information, filed
as part of Post-Effective Amendment No. 14 to the Registrant's
Registration Statement on Form N-1A (No. 33-50718) as filed with the
Securities and Exchange Commission on March 29, 1996 are incorporated
herein by reference to Post-Effective Amendment No. 14, filed on March
29, 1996.
(5) Unaudited Financial Statements for the OVB Equity Income Portfolio for
the 4-6 month period ended January 31, 1997are filed herewith.
(b) Additional Exhibits
(1) Registrant's Agreement and Declaration of Trust is incorporated herein
by reference to Registrant's Registration Statement on Form N-1A (File
No. 33-50718) filed with the Securities and Exchange Commission on
August 11, 1992.
(2) Registrant's By-Laws are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No. 33-50718)
filed with the Securities and Exchange Commission on August 11, 1992.
(3) Not Applicable.
(4) Not Applicable.
(5)(a) Investment Advisory Agreement between the Registrant and Citizens
Commercial and Savings Bank with respect to the Golden Oak
Diversified Growth Portfolio, the Golden Oak Intermediate- Term
Income Portfolio, Golden Oak Michigan Tax Free Bond Portfolio and
Golden Oak Prime Obligation
<PAGE>
Money Market Portfolio, originally filed as exhibit 5(b), is
incorporated herein by reference to Pre-Effective Amendment No. 2 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718)
filed with the Securities and Exchange Commission on January 13, 1993.
(5)(b) Investment Sub-Advisory Agreement by and among Registrant, Citizens
Commercial and Savings Bank and Wellington Management Company, LLP
with respect to the Golden Oak Prime Obligation Money Market
Portfolio, originally filed as exhibit 5(c), is incorporated herein
by reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed with
the Securities and Exchange Commission on January 13, 1993.
(5)(c) Form of Investment Advisory Agreement between Registrant and
Prudential Investment Corporation with respect to the California Tax
Exempt Portfolio and the Institutional Tax Free Portfolio,
originally filed as exhibit 5(f), is incorporated herein by
reference to Post-Effective Amendment No. 4 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed with
the Securities and Exchange Commission on July 29, 1993.
(5)(d) Form of Investment Advisory Agreement between the Registrant and One
Valley Bank, National Association with respect to the OVB
Portfolios, originally filed as exhibit 5(h), is incorporated herein
by reference to Post-Effective Amendment No. 6 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed with
the Securities and Exchange Commission on September 23, 1993.
(5)(e) Form of Investment Sub-Advisory Agreement by and among the
Registrant, One Valley Bank, National Association, and Wellington
Management Company, LLP with respect to the OVB Prime Obligations
Portfolio, originally filed as exhibit 5(i), is incorporated herein
by reference to Post-Effective Amendment No. 6 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed with
the Securities and Exchange Commission on September 23, 1993.
(5)(f) Form of Investment Advisory Agreement between the Registrant and
Capitoline Investment Services, Incorporated with respect to the
U.S. Government Securities Money Fund, originally filed as exhibit
5(j), is incorporated herein by reference to Post-Effective
Amendment No. 9 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) filed with the Securities and Exchange
Commission on June 2, 1994.
(5)(g) Form of Schedule B to Investment Advisory Agreement between the
Registrant and Citizens Commercial & Savings Bank with respect to
Golden Oak Growth and Income Portfolio, originally filed as exhibit
5(l), is incorporated herein by reference to Post-Effective
Amendment No. 10 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) filed with the Securities and Exchange
Commission on September 30, 1994.
(5)(h) Form of Investment Sub-Advisory Agreement by and between Scudder,
Stevens & Clark, Inc. with respect to Golden Oak Growth and Income
Portfolio, originally filed as exhibit 5(m), is incorporated herein by
reference to Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on September 30, 1994.
(5)(i) Form of Schedule to the Investment Advisory Agreement between
Registrant and Capitoline Investment Services Incorporated with
respect to the Prime Obligations Fund, originally filed as exhibit
5(q), is incorporated herein by reference to Post-Effective
Amendment No. 13 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) filed with the Securities and Exchange
Commission on August 11, 1995.
(5)(j) Form of Investment Advisory Agreement between the Registrant and PNC
Institutional Management Corporation with respect to the California
Tax-Exempt Portfolio, originally filed as exhibit 5(s), is
incorporated herein by reference to Post-Effective Amendment No. 14
to Registrant's Registration Statement on Form N-1A (File No.
33-50718) filed with the Securities and Exchange Commission on March
29, 1996.
(5)(k) Form of Investment Advisory Agreement between the Registrant and PNC
Institutional Management Corporation with respect to the
Institutional Tax Free Portfolio, originally filed as exhibit 5(t),
is incorporated herein by reference to Post-Effective Amendment No.
14 to Registrant's Registration Statement on Form N-1A (File No.
33-50718) filed with the Securities and Exchange Commission on March
29, 1996.
(5)(l) Investment Sub-Advisory Agreement by and among the Registrant and
Citizens Bank and Nicholas-Applegate Capital Management with respect
to the Golden Oak Diversified Growth Portfolio, originally filed as
exhibit 5(u), is incorporated herein by reference to Post-Effective
Amendment No. 14 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) filed with the Securities and Exchange
Commission on March 29, 1996.
C-2
<PAGE>
(5)(m) Investment Advisory Agreement between the Registrant and One Valley
Bank, National Association with respect to the OVB Equity Income
Portfolio, is filed herewith.
(6)(a) Distribution Agreement between Registrant and SEI Financial Services
Company is incorporated herein by reference to Pre-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A (File No.
33-50718) filed with the Securities and Exchange Commission on October
14, 1992.
(6)(b) Transfer Agent Agreement between Registrant and SEI Financial
Management Corporation is incorporated herein by reference to
Pre-Effective Amendment No. 2 to Registrant's Registration Statement
on Form N-1A (File No. 33-50718) filed with the Securities and
Exchange Commission on January 13, 1993.
(6)(c) Transfer Agent Agreement between Registrant and Crestar Bank is
incorporated herein by reference to Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N- 1A (File No. 33-50718)
filed with the Securities and Exchange Commission on May 31, 1995.
(6)(d) Transfer Agent Agreement between Registrant and Supervised Service
Company is incorporated herein by reference to Post-Effective
Amendment No. 12 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) filed with the Securities and Exchange Commission
on May 31, 1995.
(7) Not Applicable.
(8)(a) Custodian Agreement between Registrant and CoreStates Bank N.A. is
incorporated herein by reference to Pre-Effective Amendment No. 1 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718)
filed with the Securities and Exchange Commission on October 14, 1992.
(8)(b) Form of Custodian Agreement between Registrant and Crestar Bank is
incorporated herein by reference to Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N- 1A (File No. 33-50718)
filed with the Securities and Exchange Commission on June 2, 1994.
(9)(a) Administration Agreement between Registrant and SEI Financial
Management Corporation with Schedule dated January 28, 1993 for the
Golden Oak Portfolios and forms of Schedule for the California Tax
Exempt Portfolio and Institutional Tax Free Portfolio, originally
filed as exhibit 5(a), is incorporated herein by reference to
Post-Effective Amendment No. 4 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the Securities
and Exchange Commission on July 29, 1993.
(9)(b) Form of Schedule, relating to the OVB Prime Obligations, OVB Capital
Appreciation, OVB Emerging Growth, OVB Government Securities and OVB
West Virginia Tax-Exempt Income Portfolios (the "OVB Portfolios"),
to Administration Agreement by and between the Registrant and SEI
Financial Management Corporation dated as of January 28, 1993,
originally filed as exhibit 5(g), is incorporated herein by
reference to Post-Effective Amendment No. 6 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed with
the Securities and Exchange Commission on September 23, 1993.
(9)(c) Form of Schedule relating to U.S. Government Securities Money Fund, to
Administration Agreement by and between Registrant and SEI Financial
Management Corporation, originally filed as exhibit 5(k), is
incorporated herein by reference to Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718)
filed with the Securities and Exchange Commission on June 2, 1994.
(9)(d) Form of Schedule, relating to Golden Oak Growth and Income
Portfolio, to Administration Agreement by and between Registrant and
SEI Financial Management Corporation, originally filed as exhibit
5(n), is incorporated herein by reference to Post-Effective
Amendment No. 10 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) filed with the Securities and Exchange
Commission on September 30, 1994.
(9)(e) Administration Agreement between Registrant and SEI Financial
Corporation with Schedule dated January 28, 1993 as amended and
restated on May 17, 1994 for Golden Oak Portfolios, the Prudential
Portfolios and the OVB Portfolios, originally filed as exhibit 5(o),
is incorporated herein by reference to Post-Effective Amendment No.
12 to Registrant's Registration Statement on Form N-1A (File No.
33-50718) filed with the Securities and Exchange Commission on May
31, 1995.
(9)(f) Administration Agreement between Registrant and SEI Financial
Management Corporation with Schedule dated August 1, 1994,
originally filed as exhibit 5(p), is incorporated herein by
reference to Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed with
the Securities and Exchange Commission on May 31, 1995.
(9)(g) Form of Schedule relating to the Prime Obligations Fund, to
Administration Agreement by and
C-3
<PAGE>
between Registrant and SEI Financial Management Corporation,
originally filed as exhibit 5(p), is incorporated herein by reference
to Post-Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the Securities
and Exchange Commission on August 11, 1995.
(10) Opinion and Consent of Counsel is incorporated herein by reference to
Pre-Effective Amendment No. 2 to Registrant's Registration Statement
on Form N-1A (File No. 33-50718) filed with the Securities and
Exchange Commission on January 13, 1993.
(11) Consent of Independent Accountants is filed herewith.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15)(a) Registrant's Distribution Plan with respect to the Class B shares of
the Golden Oak Portfolios (except Golden Oak Growth and Income
Portfolio) is incorporated herein by reference to Pre- Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A
(File No. 33- 50718) filed with the Securities and Exchange Commission
on October 14, 1992.
(15)(b) Registrant's Distribution Plan with respect to the Class B shares of
the OVB Portfolios is incorporated herein by reference to
Post-Effective Amendment No. 6 to Registrant's Registration Statement
on Form N-1A (File No. 33-50718) filed with the Securities and
Exchange Commission on September 23, 1993.
(15)(c) Form of Registrant's Distribution Plan with respect to the Class B
Shares of the Golden Oak Growth and Income Portfolio is incorporated
herein by reference to Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on September 30, 1994.
(15)(d) Rule 18f-3 Multi-Class Plan is incorporated herein by reference to
Post-Effective Amendment No. 12 to Registrant's Registration Statement
on Form N-1A (File No. 33-50718) filed with the Securities and
Exchange Commission on May 31, 1995.
(16) Performance Quotation Computation with respect to the Golden Oak
Portfolios is incorporated herein by reference to Pre-Effective
Amendment No. 2 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) filed with the Securities and Exchange Commission
on January 13, 1993.
(17) Financial Data Schedules with respect to the OVB Equity Income
Portfolio are filed herewith.
(24) Powers of Attorney are incorporated herein by reference to Post-
Effective Amendment No. 8 to Registrant's Registration Statement on
Form N-1A (File No. 33-50718) filed with the Securities and Exchange
Commission on May 31, 1994.
Item 25. Persons Controlled By or Under Common Control With Registrant
See the Prospectuses and the Statement of Additional Information regarding
the Trust's control relationships. The Administrator is a subsidiary of SEI
Investments Company which also controls the distributor of the Registrant, SEI
Financial Services Company, and other corporations engaged in providing various
financial and record keeping services, primarily to bank trust departments,
pension plan sponsors, and investment managers.
C-4
<PAGE>
Item 26. Number of Holders of Securities As of February 3, 1997:
Number of
Title of Class Record Holders
-------------- --------------
Units of beneficial interest, without par value-
Golden Oak Diversified Growth Portfolio
Class A 6
Class B 25
Golden Oak Intermediate-Term Income Portfolio
Class A 6
Class B 11
Golden Oak Michigan Tax Free Bond Portfolio
Class A closed
Class B closed
Golden Oak Prime Obligation Money Market Portfolio
Class A 6
Class B 137
Golden Oak Growth and Income
Class A 0
Class B 0
California Tax Exempt Portfolio 9
Institutional Tax Free Portfolio 7
OVB Prime Obligations Portfolio
Class A 6
Class B 144
OVB Capital Appreciation Portfolio
Class A 6
Class B 548
OVB Emerging Growth Portfolio
Class A 7
Class B 438
OVB Government Securities Portfolio
Class A 6
Class B 191
OVB West Virginia Tax-Exempt Income Portfolio
Class A 6
Class B 196
OVB Equity Income Portfolio
Class A 7
Class B 163
US Government Securities Money Fund 0
Item 27. Indemnification:
Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1
to the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to trustees, directors, officers and controlling
persons of the Registrant by the Registrant pursuant to the Declaration of Trust
or otherwise, the Registrant is aware that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.
Item 28. Business and Other Connections of Investment Adviser:
C-5
<PAGE>
Other business, profession, vocation or employment of a substantial nature
in which each director or principal officer of the Adviser is or has been, at
any time during the last two fiscal years, engaged for his or her own account or
in the capacity of director, officer, employee, partner or trustee are as
follows:
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Adviser Other Company Other Company
- ----------------------- ------------- ----------------
Citizens Bank (as of 3/28/96):
<S> <C> <C>
Victor E. George Victor George Oldsmobile, Inc. Chairman
Chairman Citizens Banking Corporation Director
Charles R. Weeks Citizens Banking Corporation Chairman
Vice Chairman Second National Bank of Saginaw Director
Wolohan Lumber Co. Director
David A. Thomas, Jr Citizens Banking Corporation Vice Chairman
Director, President, CEO National Bank of Royal Oak Director
Edward P. Abbot Abbott's Meat, Inc. President
Director Citizens Banking Corporation Director
John W. Ennest Citizens Banking Corporation Vice Chairman, CFO and Treasurer
Director Second National Bank of Saginaw Director
Commercial National Bank of Berwyn Chairman
George H. Kossaras Spring's Drug Store, Inc. President
Director Citizens Banking Corporation Director
Gerald Schreiber Royalite Co. Vice President
Director
William C. Shedd Winegarden, Shedd, Haley, Attorney & Partner
Director Lindholm & Robertson
Citizens Banking Corporation Director
Joseph G. Shomsky Massachusetts Mutual Insurance Insurance
Director Company
James E. Truesdell J. Austin Oil Company of Flint, Inc. President-Secretary
Director Citizens Banking Corporation Director
Robert J. Vitito Citizens Banking Corporation President, CEO and CAO
Director Second National Bank of Saginaw Chairman
State Bank of Standish Director
Second National Bank of Bay City Director
Grayling State Bank Director
Kendall B. Williams Gault Davison, P.C. Attorney & Vice President
Director Citizens Banking Corporation Director
Ada C. Washington
Director
Gary P. Drainville Citizens Banking Corporation Executive Vice President
Executive Vice President Citizens Bank Ypsilanti Director
Wayne G. Schaeffer Commercial National Bank Director
</TABLE>
C-6
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Adviser Other Company Other Company
- ----------------------- ------------- ----------------
<S> <C> <C>
Senior Executive Vice President of Berwyn
Executive Vice President Citizens Banking Corporation
Chief Financial Officer and Director
Chief Operating Officer
Gordon F. Strayer Citizens Bank Fenton Director
Executive Vice President Region Board
David H. Buick
Senior Vice President
Dana A. Czmer
Senior Vice President and
Trust Officer
Thomas W. Gallagher Citizens Banking Corporation Senior Vice President General
Counsel,
Senior Vice President,
Secretary
Gary O. Clark Citizens Bank - Sturgis Director
CEO, Director Citizens Banking Corporation Executive Vice President
Commercial National Bank President
of Berwyn
Edward P. Majask
Senior Vice President
and Senior Investment Officer
Richard J. Mitsdarfer Citizens Banking Corporation Senior Vice President & General
Senior Vice President Auditor
and General Auditor
Edward H. Newman Citizens Banking Corporation Vice President & Assistant
Senior Vice President, Secretary
Cashier & Secretary
Thomas C. Shafer
Senior Vice President
Lawrence G. Southwell
Senior Vice President
Richard T. Albee
Senior Vice President
Stephen I. Swett
Executive Vice President
and Senior Trust Officer
Marilyn K. Allar
Senior Vice President
</TABLE>
C-7
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Adviser Other Company Other Company
- ----------------------- ------------- ----------------
<S> <C> <C>
Daniel E. Bekemeier
Senior Vice President & Controller
Dennis R. Johnston
Senior Vice President
Vicent V. Maysura
Senior Vice President
Leslie V. Starr
Senior Vice President
Steven C. Futrell Citizens Bank - East Lansing
Community President & Director
Richard L. Collier Citizens Bank - East Lansing
Director - Retired Surgeon
Marcia G. Jensen Citizens Bank - East Lansing
Director Moore-Jensen Associates Realtor
William E. Madigan Citizens Bank - East Lansing
Director Michigan State Medical Society Executive Director
Joseph C. Overbeck Citizens Bank - East Lansing
Director Motor Wheel Corporation Retired President
Richard R. Simonds Citizens Bank - East Lansing
Director Michigan State University Chairman, Department of Finance
& Insurance
James M. VanTiflin Citizens Bank - East Lansing
Director Second National Bank of Saginaw President, Chief Executive Officer
& Director
Robert L. Critchfield Citizens Bank - Fenton
Community President & Director
Richard L. Adams Citizens Bank - Fenton
Director Freeway Sports Center, Inc. President & Chief Executive Officer
Donald K. Bell Citizens Bank - Fenton
Director Dupuis & Ryden CPA
Penny J. Fausey Citizens Bank - Fenton
Director Penny J. Fausey, CPA PC - President
E. Doran Kasper Citizens Bank - Fenton
Director Optometrist
William L. Kershaw Citizens Bank - Fenton
</TABLE>
C-8
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Adviser Other Company Other Company
- ----------------------- ------------- ----------------
<S> <C> <C>
Director Kersaw Realty Realtor
Henry H. Phillips Citizens Bank - Fenton
Director Optometrist
Nicholas A. Popa Citizens Bank - Fenton
Director Epic Machine, Inc. Chairman
Louis L. Schaedig Citizens Bank - Fenton
Director Kundinger Fluid Power Executive Vice President
Jeri L. Stileo Citizens Bank - Fenton
Director Stiles Insurance Agency Owner
Joseph F. Smith Citizens Bank - Sturgis
Community President & Director
Dennis O. Baker Citizens Bank - Sturgis
Director Owens Products, Inc. President & Chief Executive Officer
John E. Brand Citizens Bank - Sturgis
Director Sturgis MI Retired City Manager
Paul L. Brothers Citizens Bank - Sturgis
Director Surgeon
Lawrence A. Franks Citizens Bank - Sturgis
Director Burr Oak Tool & Gauge President
Alice M. Happel Citizens Bank - Sturgis
Director Burr Oak Township Farmer
Lawrence G. Hopkins Citizens Bank - Sturgis
Director Retired Bank President
John W. Kirsch Citizens Bank - Sturgis
Director Retired Manufacturer
Lawrence Rosenberg Citizens Bank - Sturgis
Director Rosenberg-Schipper Funeral Home President
Melvin G. Scheske Citizens Bank - Sturgis
Director CPA
Richard J. DeVries Citizens Bank - Ypsilanti
Community President & Director
Sandra J. French Citizens Bank - Ypsilanti
Director Cady's Grill Owner
Jerry F. Gooding Citizens Bank - Ypsilanti
Director Retired Business Owner
</TABLE>
C-9
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Adviser Other Company Other Company
- ----------------------- ------------- ----------------
<S> <C> <C>
Benjamin P. Koerber Citizens Bank - Ypsilanti
Director Retired Bank President
Gary M. Owen Citizens Bank - Ypsilanti
Director Governmental Consulting Services Partner
Information
Edwin L. Pear Citizens Bank - Ypsilanti
Director Pear, Sperling, Eggan & Muskovitz Attorney & Partner
Richard K. Robb Citizens Bank - Ypsilanti
Director Dentist
Richard K. Roberts Citizens Bank - Ypsilanti
Director Roberts & Freatman Attorney & Partner
John C. Shelton Citizens Bank - Ypsilanti
Director Retired Physician
Scudder, Stevens & Clark, Inc.:
Stephen R. Beckwith
Director
Lynn S. Birdsong The Latin America Income and Supervisory Director
Director Appreciation Fund N.V.
The Venezuela High Income Supervisory Director
Fund N.V.
Scudder Mortgage Fund Supervisory Director
Scudder Floating Rate Funds for Supervisory Director
Fannie Mae Mortgage Securities I & II
Scudder, Stevens & Clark Director
(Luxembourg) S.A.
Scudder Funds Trust Trustee
The Latin America Dollar Income President & Director
Fund, Inc.
Scudder World Income Opportunities President & Director
Fund, Inc.
Nicholas Bratt Scudder New Europe Fund, Inc. President & Director
Director The Brazil Fund, Inc. President & Director
The First Iberian Fund, Inc. President & Director
Scudder International Fund, Inc. President & Director
Scudder Global Fund, Inc. Director
The Korea Fund, Inc. President & Director
Scudder New Asia Fund, Inc. President & Director
The Argentina Fund, Inc. President
Scudder, Stevens & Clark Corporation Vice President
</TABLE>
C-10
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Adviser Other Company Other Company
- ----------------------- ------------- ----------------
<S> <C> <C>
Scudder, Stevens & Clark Japan, Inc. Vice President
Scudder, Stevens & Clark of Canada Vice President
Ltd., Toronto, Ontario, Canada
Linda C. Coughlin Scudder Investor Services, Inc. Director
Director AARP Cash Investment Funds President & Trustee
AARP Growth Trust President & Trustee
AARP Income Trust President & Trustee
AARP Tax Free Income Trust President & Trustee
SFA, Inc. Director
Margaret D. Hadzina
Director
Jerard K. Hartman Scudder California Tax Free Vice President
Director Scudder Equity Trust Vice President
Scudder Cash Investment Trust Vice President
Scudder Fund, Inc. Vice President
Scudder Global Fund, Inc. Vice President
Scudder GNMA Fund Vice President
Scudder Institutional Fund, Inc. Vice President
Scudder Portfolio Trust Vice President
Scudder International Fund, Inc. Vice President
Scudder Investment Trust Vice President
Scudder Municipal Trust Vice President
Scudder Mutual Funds, Inc. Vice President
Scudder New Asia Fund, Inc. Vice President
Scudder New Europe Fund, Inc. Vice President
Scudder Securities Trust Vice President
Scudder State Tax Free Trust Vice President
Scudder Funds Trust Vice President
Scudder Tax Free Money Fund Vice President
Scudder Tax Free Trust Vice President
Scudder U.S. Treasury Money Fund Vice President
Scudder Variable Life Investment Vice President
Fund
Scudder World Income Opportunities Vice President
Fund, Inc.
Scudder Treasurers Trust Vice President
The Brazil Fund, Inc. Vice President
The Korea Fund, Inc. Vice President
The Argentina Fund, Inc. Vice President
Scudder, Stevens & Clark of Canada, Vice President and
Director
Ltd., Toronto, Ontario, Canada
The First Iberian Fund, Inc. Vice President
The Latin America Dollar Income Vice President
Fund, Inc.
Richard A. Holt Scudder Variable Life Investment Fund Vice President
Director
</TABLE>
C-11
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Adviser Other Company Other Company
- ----------------------- ------------- ----------------
<S> <C> <C>
Dudley H. Ladd Scudder Investor Services, Inc. Director
Director Scudder Cash Investment Trust Vice President & Trustee
Scudder Investment Trust Trustee
Scudder Portfolio Trust Trustee
Scudder Municipal Trust Trustee
Scudder State Tax Free Trust Trustee
Scudder U.S. Treasury Money Fund Vice President
SFA, Inc. Vice President & Treasurer
Douglas M. Loudon Scudder Equity Trust Vice President & Trustee
Director Scudder Global Fund, Inc. Vice President
Scudder Investment Trust Vice President
Scudder Mutual Funds, Inc. Vice President & Director
Scudder Securities Trust Vice President & Trustee
AARP Cash Investment Funds Vice President
AARP Growth Trust Vice President
AARP Income Trust Vice President
AARP Tax Free Income Trust Vice President
Scudder, Stevens & Clark Corporation Vice President
Scudder Investor Services, Inc. Senior Vice President
Scudder, Stevens & Clark of Canada Vice President
Ltd., Toronto, Ontario, Canada
World Capital Fund Luxembourg Chairman
NKK - Scudder Capital Asset Managing Director
Management Corporation
Scudder, Stevens & Clark Japan, Inc. Chairman & Director
The Japan Fund, Inc. President
Scudder, Stevens & Clark Trustee
Supplemental Retirement Income Plan
Scudder, Stevens & Clark Profit Trustee
Sharing Plan
Scudder, Stevens & Clark, S.A., Chairman
Luxembourg
Berkshire Farm & Services for Youth Director
Investment Counsel Association of Board of Governors
America
Canadian High Income Fund Chairman
Hot Growth Companies Fund Chairman
John T. Packard Montgomery Street Income Securities, President
Director Inc.
Scudder Realty Advisors, Inc. Director
PSI Star Corporation Director
Juris Padegs The Brazil Fund, Inc. Chairman of the Board &
Secretary and Director Director
Scudder Equity Trust Trustee & Vice President
The First Iberian Fund, Inc. Chairman of the Board &
Director
Scudder Funds Trust Trustee
Scudder Global Fund, Inc. Vice President & Assistant
</TABLE>
C-12
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Adviser Other Company Other Company
- ----------------------- ------------- ----------------
<S> <C> <C>
Secretary
Scudder Investment Trust Trustee
Scudder International Fund, Inc. Vice President, Assistant
Secretary & Director
The Latin America Dollar Income Vice President
Fund, Inc.
Scudder Municipal Trust Trustee
Scudder Mutual Funds, Inc. Vice President & Assistant
Secretary
Scudder New Europe Fund, Inc. Vice President & Director
Scudder Securities Trust Trustee
Scudder State Tax Free Trust Trustee
Scudder New Asia Fund, Inc. Vice President, Assistant
Secretary & Director
Scudder Tax Free Money Fund Vice President & Trustee
Scudder Tax Free Trust Trustee
The Korea Fund, Inc. Chairman of the Board and
Director
The Argentina Fund, Inc. Vice President & Director
Scudder, Stevens & Clark of Canada Secretary
Ltd., Toronto, Ontario, Canada
Scudder Realty Advisors, Inc. Vice President
SFA, Inc. Assistant Secretary
Scudder Investor Services, Inc. Vice President & Director
NKK-Scudder Capital Asset Assistant Treasurer
Management
Scudder, Stevens & Clark Japan, Inc. Director and Chairman of the
Board
Scudder, Stevens & Clark Corporation President & Director
Sovereign High Yield Investment Supervisory Director
Company N.V.
President Investment Trust Director
Corporation
Daniel Pierce Scudder New Europe Fund, Inc. Chairman of the Board and
Chairman of the Board, Director
Director & Assistant California Tax Free Trust Trustee
Treasurer Scudder Equity Trust President & Trustee
The First Iberian Fund, Inc. Director
Scudder GNMA Fund President & Trustee
Scudder Portfolio Trust President & Trustee
Scudder Funds Trust President & Trustee
Scudder Institutional Fund, Inc. President & Director
Scudder Fund, Inc. President & Director
Scudder International Fund, Inc. Director
Scudder Investment Trust President & Trustee
Scudder Municipal Trust Vice President & Trustee
Scudder Mutual Funds, Inc. President & Director
Scudder New Asia Fund, Inc. Director
Scudder Securities Trust President & Trustee
Scudder State Tax Free Trust Trustee
Scudder Treasurers Trust President & Trustee
</TABLE>
C-13
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Adviser Other Company Other Company
- ----------------------- ------------- ----------------
<S> <C> <C>
Scudder Variable Life Investment Vice President & Trustee
Fund
The Brazil Fund, Inc. Director
Montgomery Street Income Securities, Vice President & Assistant
Inc. Treasurer
Scudder Global Fund, Inc. Vice President and Director
Scudder Investor Services, Inc. Vice President, Director &
Assistant Treasurer
Scudder Service Corporation Vice President & Director
Scudder, Stevens & Clark of Canada, Chairman of the Board &
Ltd., Toronto, Ontario, Canada President
Scudder, Stevens & Clark, Ltd. Director
Brigham and Women's Hospital Trustee
(hospital) Boston, MA
Fiduciary Trust Company Director
Fiduciary Company Incorporated, Director
Boston, MA
Cornelia M. Small AARP Cash investment Funds Vice President
Director AARP Growth Trust Vice President
AARP Income Trust Vice President
AARP Tax Free Income Trust Vice President
Edmond D. Villani Scudder Global Fund, Inc. Chairman of the Board &
President & Director Director
Scudder International Fund, Inc. Chairman of the Board &
Director
Scudder New Asia Fund, Inc. Chairman of the Board &
Director
Scudder Securities Trust Trustee
The Argentina Fund, Inc. Chairman of the Board &
Director
Scudder Realty Advisors, Inc. Director
Scudder Mortgage Fund Supervisory Director
The Latin America Dollar Income Chairman of the Board &
Fund, Inc. Director
Scudder, Stevens & Clark Japan, Inc. Director
Scudder World Income Opportunities Chairman of the Board &
Fund, Inc. Director
One Valley Bank, National Association:
J. Holmes Morrison One Valley Bancorp President & Chief
Chairman of the Board Executive Officer
Phyllis H. Arnold One Valley Bancorp Director
Director, President & Chief One Valley Bank, N.A. President & CEO
Executive Officer
Frederick H. Belden, Jr. One Valley Bancorp Senior Vice President and
Executive Vice President Assistant Corporate Secretary
Charles M. Avampato Clay Foundation, Inc. President
</TABLE>
C-14
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Adviser Other Company Other Company
- ----------------------- ------------- ----------------
<S> <C> <C>
Director One Valley Bancorp Director
Robert F. Baronner One Valley Bancorp Chairman of the Board
Director of Directors
Herald R. Baughman One Valley Bank, N.A.
Senior Vice President
Gary L. Brown Parkerburg Region Region President
James K. Brown Jackson & Kelly Attorney, Partner
Director One Valley Bancorp Director
Lloyd P. Calvert One Valley Bank, N.A.
Senior Vice President
John T. Chambers Ravenswood Land Co. and President
Director Mt. Alpha Development Co.
One Valley Bancorp Director
Nelle Ratrie Chilton Dickinson Fuel Co. Director
Director Terra Co., Inc. Director
Terra Care, Inc. Director
Terra Salis, Inc. Director
TerraSod, Inc. Director
One Valley Bancorp Director
Anthony N. Ciliberti One Valley Bank, N.A.
General Auditor
Bernice J. Deem One Valley Bank, N.A.
Senior Vice President
Ray Marshall Evans, Jr. Dickinson Co. and President
Director Quincy Coal Co.
One Valley Bancorp Director
Jane Fleming One Valley Bank, N.A.
Senior Vice President
Brian Fox One Valley Bank, N.A.
Senior Vice President
Robert F. Goldsmith Cascades Coal Sales, Inc. President
Director Sentry Resource Executive Vice President
Associates, Inc.
Phillip H. Goodwin CAMCARE and Charleston President
Director Area Medical Center
One Valley Bancorp Director
</TABLE>
C-15
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Adviser Other Company Other Company
- ----------------------- ------------- ----------------
<S> <C> <C>
O. Nelson Jones Madison Coal & Supply President
Director Company
Amherst Industries, Inc. Vice President
William M. Kidd One Valley Bank, N.A.
Senior Vice President
Carl E. Little One Valley Bank Vice Chairman (retired)
Director
Edward H. Maier General Corporation President
Director One Valley Bancorp Director
Roger D. Mooney
Senior Vice President
John F. Mork Eastern American Energy President
Director Corp.
Harold E. Neely One Valley Bank, N.A.
Senior Vice President
Robert O. Orders, Sr. Orders Construction Company Chief Executive Officer
Director One Valley Bancorp Director
John L. D. Payne Payne-Gallatin Mining Co. President
Director One Valley Bancorp Director
Angus E. Peyton Brown & Peyton Attorney & Partner
Director American Electric Power Director
Co., Inc.
One Valley Bancorp Director
Brent D. Robinson One Valley Bank Huntington President
K. Richard C. Sinclair Jefferds Corporation President
Director
James C. Smith O.V. Smith & Sons of Big President
Director Chimney, Inc.
O.V. Smith & Sons, Inc. Vice President
Michael W. Stajduhar One Valley Bank, N.A.
Senior Vice President
James R. Thomas II Carbon Industries, Inc. Chairman (retired)
Director
J. Randy Valentine One Valley Bank, N.A.
Senior Vice President
Dr. Edwin H. Welch University of Charleston President
Director One Valley Bank, N.A.
</TABLE>
C-16
<PAGE>
<TABLE>
<CAPTION>
Name and Position Name of Connection with
with Investment Adviser Other Company Other Company
- ----------------------- ------------- ----------------
<S> <C> <C>
John Henry Wick III Dickinson Fuel Co., Inc.
Director Harrison & Bates Commercial Realtor (retired)
Thomas D. Wilkerson Northwestern Mutual Life General Agent
Director Insurance Company Director
James D. Williams
Director
James A. Winter One Valley Bank, N.A.
Senior Vice President
Jack B. Young One Valley Bank, N.A.
Senior Vice President
Craig L. Zander One Valley Bank, N.A.
Senior Vice President
John F. Ziebold One Valley Bank, N.A.
Senior Vice President
Capitoline Investment Services Incorporated:
Thomas Dean Hogan Crestar Bank Group Executive Vice
Chairman and Director President - Trust
Linda Flory Rigsby Crestar Financial Corporation Senior Vice President
Secretary and its subsidiary Crestar Bank and Deputy General Counsel
James M. Wells, III Crestar Financial Corporation President
Director and its subsidiary Crestar Bank
</TABLE>
The list required by this Item 28. of officers and partners of Wellington
Management Company, LLP together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by such
officers and partners during the past two years, is incorporated by reference to
Schedules A and D of Form ADV, filed by Wellington Management Company pursuant
to the Investment Advisers Act of 1940 (SEC File No. 801-15908).
The list required by this Item 28. of officers and partners of
Nicholas-Applegate Capital Management, together with information as to any other
business, profession, vocation or employment of a substantial nature engaged in
by such officers and partners during the past two years, is incorporated by
reference to Schedules A and D of Form ADV, filed by Nicholas-Applegate Capital
Management pursuant to the Investment Advisers Act of 1940 (SEC File No.
801-21442).
PNC Institutional Management Corporation ("PIMC") performs investment
advisory services for the Registrant and certain other investment companies and
accounts. PNC Bank, N.A. ("PNC"), the parent company of PIMC, and its
predecessors have been in the business of managing the investments of fiduciary
and other accounts in the Philadelphia area since 1847. In addition to its trust
business, PNC provides commercial banking services.
To the Registrant's knowledge, none of the directors or officers of PIMC,
except as set forth in the filings referred to below, is, or has been at any
time during the Registrant's past two fiscal years, engaged in any other
business, profession, vocation or employment of a substantial nature, except
that certain directors and officers and certain executives of PIMC also hold
various positions with, and engage in business for, PNC Bank Corp., which
indirectly owns
C-17
<PAGE>
all the outstanding stock of PIMC, or other subsidiaries of PNC Bank Corp. Set
forth in the filings referred to below are the names and principal businesses of
the directors and certain executives of PIMC who are engaged in any other
business, profession, vocation or employment of a substantial nature.
The information required by this Item 28 with respect to each director,
officer and partner of PIMC is incorporated by reference to Schedules A and D of
Form ADV, filed by PNC Institutional Management Corporation pursuant to the
Investment Advisers Act of 1940 (SEC File No. 801-13304).
C-18
<PAGE>
Item 29. Principal Underwriters:
(a) Furnish the name of each investment company (other than the Registrant) for
which each principal underwriter currently distributing the securities of
the Registrant also acts as a principal underwriter, distributor or
investment adviser.
Registrant's distributor, SEI Financial Services Company ("SFS"), acts as
distributor for:
SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI International Trust August 30, 1988
Stepstone Funds January 30, 1991
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
CoreFunds, Inc. October 30, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
1784 Funds June 1, 1993
The PBHG Funds, Inc July 16, 1993
Marquis Funds August 17, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
FMB Funds, Inc. March 1, 1996
SEI Asset Allocation Trust April 1, 1996
Turner Funds April 30, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
High Mark Funds February 15, 1997
SFS provides numerous financial services to investment managers, pension
plan sponsors, and bank trust departments. These services include portfolio
evaluation, performance measurement and consulting services ("Funds
Evaluation") and automated execution, clearing and settlement of securities
transactions ("MarketLink").
(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in
the answer to Item 21 of Part B. Unless otherwise noted, the business
address of each director or officer is Oaks, PA 19456
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer --
Henry H. Greer Director, President & Chief Operating Officer --
Carmen V. Romeo Director, Executive Vice President & Treasurer --
Gilbert L. Beebower Executive Vice President --
</TABLE>
C-19
<PAGE>
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Richard B. Lieb Executive Vice President, President-Investment --
Services Division --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Jerome Hickey Senior Vice President --
Larry Hutchison Senior Vice President --
Steven Kramer Senior Vice President --
David G. Lee Senior Vice President President and Chief
Executive Officer
William Madden Senior Vice President --
Jack May Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
James V. Morris Senior Vice President --
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President, General Counsel & Vice President and
Secretary Assistant Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Aller Vice President --
Marc H. Cahn Vice President & Assistant Secretary Vice President and
Assistant Secretary
Gordon W.Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President and
Assistant Secretary
Robert Crudup Vice President & Managing Director --
Ed Daly Vice President --
Jeff Drennen Vice President --
Mick Duncan Vice President and Team Leader --
Vic Galef Vice President & Managing Director --
Kathy Heilig Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Kim Kirk Vice President & Managing Director --
Donald H. Korytowski Vice President --
John Krzeminski Vice President & Managing Director --
Robert S. Ludwig Vice President and Team Leader --
Vicki Malloy Vice President and Team Leader --
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Barbara A. Nugent Vice President & Assistant Secretary Vice President and
Assistant Secretary
Sandra K. Orlow Vice President & Assistant Secretary Vice President and
Assistant Secretary
Donald Pepin Vice President & Managing Director --
Larry Pokora Vice President --
Kim Rainey Vice President --
Paul Sachs Vice President --
</TABLE>
C-20
<PAGE>
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Mark Samuels Vice President & Managing Director --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary Vice President and
Assistant Secretary
Wayne M. Withrow Vice President & Managing Director --
William Zawaski Vice President --
James Dougherty Director of Brokerage Service --
</TABLE>
Item 30. Location of Accounts and Records:
Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6);
(8); (12); and 31a-1(d), the required books and records are maintained at
the offices of Registrant's Custodians:
CoreStates Bank, N.A.
Broad and Chestnut Streets
P.O. Box 7618
Philadelphia, PA 19101
Crestar Bank
919 East Main Street
Richmond, VA 23219
(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D);
(4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and
records are maintained at the offices of Registrant's Administrator:
SEI Fund Resources
Oaks, PA 19456
(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the
required books and records are maintained at the principal offices of the
Registrant's Advisers:
GOLDEN OAK PORTFOLIOS Citizens Bank
328 Saginaw Street
Flint, MI 48502
Wellington Management Company, LLP
75 State Street
Boston, MA 02109
Scudder, Stevens & Clark, Inc.
Two International Place
Boston, MA 02110
Nicholas-Applegate Capital Management
600 West Broadway
29th Floor
San Diego, CA 92101
C-21
<PAGE>
PIMC PORTFOLIOS PNC Institutional Management Corporation
400 Bellevue Parkway
Wilmington, DE 19809
OVB PORTFOLIOS One Valley Bank, National Association
One Valley Square
Charleston, WV 25301
Wellington Management Company
75 State Street
Boston, MA 02109
U. S. GOVERNMENT Capitoline Investment Services Incorporated
SECURITIES MONEY 919 East Main Street
AND PRIME OBLIGATIONS Richmond, VA 23219
FUNDS
Item 31. Management Services: None.
Item 32. Undertakings:
Registrant hereby undertakes to file a Post-Effective Amendment to this
Registration Statement containing reasonably current financial information
regarding the Golden Oak Growth and Income Portfolio within 4-6 months of the
later of the effective date or commencement of operations.
Registrant hereby undertakes to file a Post-Effective Amendment to this
Registration Statement containing reasonably current financial information
regarding the Golden Oak Michigan Tax Free Bond Portfolio within 4-6 months of
the later of the effective date or commencement of operations.
Registrant hereby undertakes that whenever Shareholders meeting the
requirements of Section 16(c) of the Investment Company Act of 1940 inform the
Board of Trustees of their desire to communicate with Shareholders of the Trust,
the Trustees will inform such Shareholders as to the approximate number of
Shareholders of record and the approximate costs of mailing or afford said
Shareholders access to a list of Shareholders.
Registrant undertakes to hold a meeting of Shareholders for the purpose of
voting upon the question of removal of a Trustee(s) when requested in writing to
do so by the holders of at least 10% of Registrant's outstanding shares and in
connection with such meetings to comply with the provisions of Section 16(c) of
the Investment Company Act of 1940 relating to Shareholder communications.
Registrant undertakes to furnish each prospective person to whom a
prospectus will be delivered with a copy of the Registrant's latest annual
report to shareholders, when such annual report is issued containing information
called for by Item 5A of Form N-1A, upon request and without charge.
NOTICE
A copy of the Agreement and Declaration of Trust for The Arbor Fund is on file
with the Secretary of State of The Commonwealth of Massachusetts and notice is
hereby given that this Registration Statement has been executed on behalf of the
Trust by an officer of the Trust as an officer and by its Trustees as trustees
and not individually and the obligations of or arising out of this Registration
Statement are not binding upon any of the Trustees, officers, or Shareholders
individually but are binding only upon the assets and property of the Trust.
C-32
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933 (the "Securities
Act") and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements of effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
No. 33-50718 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wayne, Commonwealth of Pennsylvania on the 28th day
of February, 1997.
THE ARBOR FUND
By: /s/ David G. Lee
-------------------------------------
David G. Lee
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacity and on the dates indicated.
<TABLE>
<S> <C> <C>
*
- -------------------------- Trustee February 28, 1997
John T. Cooney
*
- -------------------------- Trustee February 28, 1997
William M. Doran
*
- -------------------------- Trustee February 28, 1997
Frank E. Morris
*
- -------------------------- Trustee February 28, 1997
Robert A. Nesher
*
- -------------------------- Trustee February 28, 1997
Robert A. Patterson
*
- -------------------------- Trustee February 28, 1997
Gene B. Peters
*
- -------------------------- Trustee February 28, 1997
James M. Storey
/s/ David G. Lee
- -------------------------- President & Chief February 28, 1997
David G. Lee Executive Officer
/s/ Stephen G. Meyer
- -------------------------- Controller & Chief Financial February 28, 1997
Stephen G. Meyer Officer
</TABLE>
*By: /s/ David G. Lee
------------------------
David G. Lee
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
EX-99.B(1) Registrant's Agreement and Declaration of Trust is incorporated
herein by reference to Registrant's Registration Statement on
Form N-1A (File No. 33-50718) filed with the Securities and
Exchange Commission on August 11, 1992.
EX-99.B(2) Registrant's By-Laws are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No.
33-50718) filed with the Securities andExchange Commission on
August 11, 1992.
EX-99.B(3) Not Applicable.
EX-99.B(4) Not Applicable.
EX-99.B(5)(a) Investment Advisory Agreement between the Registrant and Citizens
Commercial and Savings Bank with respect to the Golden Oak
Diversified Growth Portfolio, the Golden Oak Intermediate- Term
Income Portfolio, Golden Oak Michigan Tax Free Bond Portfolio and
Golden Oak Prime Obligation Money Market Portfolio, originally
filed as exhibit 5(b), is incorporated herein by reference to
Pre-Effective Amendment No. 2 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on January 13, 1993.
EX-99.B(5)(b) Investment Sub-Advisory Agreement by and among Registrant,
Citizens Commercial and Savings Bank and Wellington Management
Company, LLP with respect to the Golden Oak Prime Obligation
Money Market Portfolio, originally filed as exhibit 5(c), is
incorporated herein by reference to Pre-Effective Amendment No. 2
to Registrant's Registration Statement on Form N-1A (File No.
33-50718) filed with the Securities and Exchange Commission on
January 13, 1993.
EX-99.B(5)(c) Form of Investment Advisory Agreement between Registrant and
Prudential Investment Corporation with respect to the California
Tax Exempt Portfolio and the Institutional Tax Free Portfolio,
originally filed as exhibit 5(f), is incorporated herein by
reference to Post-Effective Amendment No. 4 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed
with the Securities and Exchange Commission on July 29, 1993.
EX-99.B(5)(d) Form of Investment Advisory Agreement between the Registrant and
One Valley Bank, National Association with respect to the OVB
Portfolios, originally filed as exhibit 5(h), is incorporated
herein by reference to Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A (File No.
33-50718) filed with the Securities and Exchange Commission on
September 23, 1993.
EX-99.B(5)(e) Form of Investment Sub-Advisory Agreement by and among the
Registrant, One Valley Bank, National Association, and Wellington
Management Company, LLP with respect to the OVB Prime Obligations
Portfolio, originally filed as exhibit 5(i), is incorporated
herein by reference to Post- Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A (File No.
33-50718) filed with the Securities and Exchange Commission on
September 23, 1993.
EX-99.B(5)(f) Form of Investment Advisory Agreement between the Registrant and
Capitoline Investment Services, Incorporated with respect to the
U.S. Government Securities Money Fund, originally filed as
exhibit 5(j), is incorporated herein by reference to
Post-Effective Amendment No. 9 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on June 2, 1994.
EX-99.B(5)(g) Form of Schedule B to Investment Advisory Agreement between the
Registrant and Citizens Commercial & Savings Bank with respect to
Golden Oak Growth and Income Portfolio, originally filed as
exhibit 5(l), is incorporated herein by reference to
Post-Effective Amendment No. 10 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on September 30, 1994.
EX-99.B(5)(h) Form of Investment Sub-Advisory Agreement by and between Scudder,
Stevens & Clark, Inc. with respect to Golden Oak Growth and
Income Portfolio, originally filed as exhibit 5(m), is
incorporated herein by reference to Post-Effective Amendment No.
10 to Registrant's Registration Statement on Form N-1A (File No.
33-50718) filed with the Securities and Exchange Commission on
September 30, 1994.
EX-99.B(5)(i) Form of Schedule to the Investment Advisory Agreement between
Registrant and Capitoline Investment Services Incorporated with
respect to the Prime Obligations Fund, originally filed as
exhibit 5(q), is incorporated herein by reference to
Post-Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on August 11, 1995.
EX-99.B(5)(j) Form of Investment Advisory Agreement between the Registrant and
PNC Institutional Management
<PAGE>
Corporation with respect to the California Tax-Exempt Portfolio,
originally filed as exhibit 5(s), is incorporated herein by
reference to Post-Effective Amendment No. 14 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed
with the Securities and Exchange Commission on March 29, 1996.
EX-99.B(5)(k) Form of Investment Advisory Agreement between the Registrant and
PNC Institutional Management Corporation with respect to the
Institutional Tax Free Portfolio, originally filed as exhibit
5(t), is incorporated herein by reference to Post-Effective
Amendment No. 14 to Registrant's Registration Statement on Form
N-1A (File No. 33-50718) filed with the Securities and Exchange
Commission on March 29, 1996.
EX-99.B(5)(l) Investment Sub-Advisory Agreement by and among the Registrant and
Citizens Bank and Nicholas-Applegate Capital Management with
respect to the Golden Oak Diversified Growth Portfolio,
originally filed as exhibit 5(u), is incorporated herein by
reference to Post-Effective Amendment No. 14 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed
with the Securities and Exchange Commission on March 29, 1996.
EX-99.B(5)(m) Investment Advisory Agreement between the Registrant and One
Valley Bank, National Association with respect to the OVB Equity
Income Portfolio, is filed herewith.
EX-99.B(6)(a) Distribution Agreement between Registrant and SEI Financial
Services Company is incorporated herein by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on October 14, 1992.
EX-99.B(6)(b) Transfer Agent Agreement between Registrant and SEI Financial
Management Corporation is incorporated herein by reference to
Pre-Effective Amendment No. 2 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on January 13, 1993.
EX-99.B(6)(c) Transfer Agent Agreement between Registrant and Crestar Bank is
incorporated herein by reference to Post-Effective Amendment No.
12 to Registrant's Registration Statement on Form N- 1A (File No.
33-50718) filed with the Securities and Exchange Commission on
May 31, 1995.
EX-99.B(6)(d) Transfer Agent Agreement between Registrant and Supervised
Service Company is incorporated herein by reference to
Post-Effective Amendment No. 12 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on May 31, 1995.
EX-99.B(7) Not Applicable.
EX-99.B(8)(a) Custodian Agreement between Registrant and CoreStates Bank N.A.
is incorporated herein by reference to Pre-Effective Amendment
No. 1 to Registrant's Registration Statement on Form N-1A (File
No. 33-50718) filed with the Securities and Exchange Commission
on October 14, 1992.
EX-99.B(8)(b) Form of Custodian Agreement between Registrant and Crestar Bank
is incorporated herein by reference to Post-Effective Amendment
No. 9 to Registrant's Registration Statement on Form N- 1A (File
No. 33-50718) filed with the Securities and Exchange Commission
on June 2, 1994.
EX-99.B(9)(a) Administration Agreement between Registrant and SEI Financial
Management Corporation with Schedule dated January 28, 1993 for
the Golden Oak Portfolios and forms of Schedule for the
California Tax Exempt Portfolio and Institutional Tax Free
Portfolio, originally filed as exhibit 5(a), is incorporated
herein by reference to Post-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A (File No.
33-50718) filed with the Securities and Exchange Commission on
July 29, 1993.
EX-99.B(9)(b) Form of Schedule, relating to the OVB Prime Obligations, OVB
Capital Appreciation, OVB Emerging Growth, OVB Government
Securities and OVB West Virginia Tax-Exempt Income Portfolios
(the "OVB Portfolios"), to Administration Agreement by and
between the Registrant and SEI Financial Management Corporation
dated as of January 28, 1993, originally filed as exhibit 5(g),
is incorporated herein by reference to Post-Effective Amendment
No. 6 to Registrant's Registration Statement on Form N-1A (File
No. 33-50718) filed with the Securities and Exchange Commission
on September 23, 1993.
EX-99.B(9)(c) Form of Schedule relating to U.S. Government Securities Money
Fund, to Administration Agreement by and between Registrant and
SEI Financial Management Corporation, originally filed as exhibit
5(k), is incorporated herein by reference to Post-Effective
Amendment No. 9 to Registrant's Registration Statement on Form
N-1A (File No. 33-50718) filed with the Securities and Exchange
Commission on June 2, 1994.
EX-99.B(9)(d) Form of Schedule, relating to Golden Oak Growth and Income
Portfolio, to Administration Agreement by and between Registrant
and SEI Financial Management Corporation, originally filed as
exhibit 5(n),
<PAGE>
is incorporated herein by reference to Post-Effective Amendment
No. 10 to Registrant's Registration Statement on Form N-1A (File
No. 33-50718) filed with the Securities and Exchange Commission
on September 30, 1994.
EX-99.B(9)(e) Administration Agreement between Registrant and SEI Financial
Corporation with Schedule dated January 28, 1993 as amended and
restated on May 17, 1994 for Golden Oak Portfolios, the
Prudential Portfolios and the OVB Portfolios, originally filed as
exhibit 5(o), is incorporated herein by reference to
Post-Effective Amendment No. 12 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on May 31, 1995.
EX-99.B(9)(f) Administration Agreement between Registrant and SEI Financial
Management Corporation with Schedule dated August 1, 1994,
originally filed as exhibit 5(p), is incorporated herein by
reference to Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed
with the Securities and Exchange Commission on May 31, 1995.
EX-99.B(9)(g) Form of Schedule relating to the Prime Obligations Fund, to
Administration Agreement by and between Registrant and SEI
Financial Management Corporation, originally filed as exhibit
5(p), is incorporated herein by reference to Post-Effective
Amendment No. 13 to Registrant's Registration Statement on Form
N-1A (File No. 33-50718) filed with the Securities and Exchange
Commission on August 11, 1995.
EX-99.B(10) Opinion and Consent of Counsel is incorporated herein by
reference to Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) filed
with the Securities and Exchange Commission on January 13, 1993.
EX-99.B(11) Consent of Independent Accountants is filed herewith.
EX-99.B(12) Not Applicable.
EX-99.B(13) Not Applicable.
EX-99.B(14) Not Applicable.
EX-99.B(15)(a) Registrant's Distribution Plan with respect to the Class B shares
of the Golden Oak Portfolios (except Golden Oak Growth and Income
Portfolio) is incorporated herein by reference to Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form
N-1A (File No. 33-50718) filed with the Securities and Exchange
Commission on October 14, 1992.
EX-99.B(15)(b) Registrant's Distribution Plan with respect to the Class B shares
of the OVB Portfolios is incorporated herein by reference to
Post-Effective Amendment No. 6 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on September 23, 1993.
EX-99.B(15)(c) Form of Registrant's Distribution Plan with respect to the Class
B Shares of the Golden Oak Growth and Income Portfolio is
incorporated herein by reference to Post-Effective Amendment No.
10 to Registrant's Registration Statement on Form N-1A (File No.
33-50718) filed with the Securities and Exchange Commission on
September 30, 1994.
EX-99.B(15)(d) Rule 18f-3 Multi-Class Plan is incorporated herein by reference
to Post-Effective Amendment No. 12 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on May 31, 1995.
EX-99.B(16) Performance Quotation Computation with respect to the Golden Oak
Portfolios is incorporated herein by reference to Pre-Effective
Amendment No. 2 to Registrant's Registration Statement on Form
N-1A (File No. 33-50718) filed with the Securities and Exchange
Commission on January 13, 1993.
EX-99.B(24) Powers of Attorney are incorporated herein by reference to
Post-Effective Amendment No. 8 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the
Securities and Exchange Commission on May 31, 1994.
EX-99.B(27) Financial Data Schedules with respect to the OVB Equity Income
Portfolio are filed herewith.
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 22nd day of November, 1993 by and between The Arbor
Fund, a Massachusetts business trust (the "Trust"), and One Valley Bank, N.A.
(the "Adviser").
WHEREAS, the Trust is an open-end, non-diversified management
investment company registered under the Investment Company Act of 1940, as
amended, (the "Investment Company Act") consisting of several series of shares,
each having its own investment policies; and
WHEREAS, the Trust has retained SEI Financial Management Corporation
(the "Administrator") to provide administration of the Trust's operations,
subject to the control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to its OVB Emerging Growth, OVB Capital
Appreciation, OVB West Virginia Tax-Exempt Income, OVB Government Securities and
OVB Prime Obligations Portfolios and such other portfolios as the Trust and the
Adviser may agree upon (the "Portfolios"), and the Adviser is willing to render
such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained,
the parties hereto agree as follows:
1. Duties of the Adviser. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, and to continuously
review, supervise, and administer the investment program of the
Portfolios, to determine in its discretion the securities to be
purchased or sold, to provide the Administrator and the Trust with
records concerning the Adviser's activities which the Trust is
required to maintain and to render regular reports (except for those
special reports that the Board of Trustees may require more
frequently) to the Administrator and to the Trust's Officers and
Trustees concerning the Adviser's discharge of the foregoing
responsibilities.
The Adviser shall discharge the foregoing responsibilities subject
to the control of the Board of Trustees of the Trust and in
compliance with such policies as the Trustees may from time to time
establish, and in compliance with the objectives, policies, and
limitations for each such Portfolio set forth in the Portfolios'
prospectus and statement of additional information as amended from
time to time, and applicable laws and regulations.
The Adviser accepts such employment and agrees, at its own expense,
to render the services and to provide the office space, furnishings
and equipment and the personnel required by it to perform the
services on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described in the
Portfolios' prospectuses and statement of additional information
from time to time. The Adviser will promptly communicate to the
Administrator and to the officers and the Trustees of the Trust such
information relating to portfolio transactions as they may
reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be
in breach of any obligation owing to the Trust under this Agreement,
or otherwise, solely by reason of its having directed a securities
transaction on behalf of the Trust to a broker-dealer in compliance
with the provisions of Section 28(e) of the Securities Exchange Act
of 1934.
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate specified in the
Schedule(s) which are attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end
of each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule(s), to
the assets. The fee shall be based on the average daily net assets
for the month involved.
All rights of compensation under this Agreement for services
performed as of the termination date shall survive the termination
of this Agreement.
4. Other Expenses. The Adviser shall pay all expenses of preparing
(including typesetting), printing and mailing reports, prospectuses,
statements of additional information, and sales literature to
prospective clients to the extent these expenses are not borne by
the Trust under a distribution plan adopted pursuant to Rule 12b-1
of the Investment Company Act.
5. Excess Expenses. If the expenses for any Portfolio for any fiscal
year (including fees and other amounts payable to the Adviser, but
excluding interest, taxes, brokerage costs, litigation, and other
extraordinary costs) as calculated every business day would exceed
the expense limitations imposed on investment companies by any
applicable statute or regulatory authority of any jurisdiction in
which Shares are qualified for offer and sale, the Adviser shall
waive its fees, or reimburse to the Trust out of fees previously
paid to the Adviser for such year in the amount necessary to comply
with the expense limitation.
However, no waiver or reimbursement under the foregoing paragraph
shall be made which would result in the Trust's inability to qualify
as a regulated investment company under provisions of the Internal
Revenue Code of 1986, as amended. Waivers or reimbursements pursuant
to this Section 5 shall be settled on a monthly basis (subject to
fiscal year end reconciliation) by a reduction in the fee payable to
the Adviser for such month pursuant to Section 3 and, if such
reduction shall be insufficient to offset such expenses, by
reimbursing the Trust.
6. Reports. The Trust and the Adviser agree to furnish to each other,
if applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and
such other information with regard to their affairs as each may
reasonably request.
7. Status of the Adviser. The services of the Adviser to the Trust are
not to be deemed exclusive, and the Adviser shall be free to render
similar services to others so long as its services to the Trust are
not impaired thereby. The Adviser shall be deemed to be an
independent contractor and shall, unless otherwise expressly
provided or authorized, have no authority to act for or represent
the Trust in any way or otherwise be deemed an agent of the Trust.
8. Certain Records. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the Investment Company Act which are prepared or maintained by
the Adviser on behalf of the Trust are the property of the Trust and
will be surrendered promptly to the Trust on request.
9. Limitation of Liability of the Adviser. The duties of the Adviser
shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Adviser
hereunder. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss arising out of any investment or
for any act or omission in carrying out its duties hereunder, except
a loss resulting from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder, except
as may otherwise be provided under provisions of applicable state
and federal law which cannot be waived or modified hereby. (As used
in this Paragraph 9, the term "Adviser" shall include directors,
officers, employees and other corporate agents of the Adviser as
well as that corporation itself).
10. Permissible Interests. Trustees, agents, and shareholders of the
Trust are or may be interested in the Adviser (or any successor
thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders
of the Adviser are or may be interested in the Trust as Trustees,
shareholders or otherwise; and the Adviser (or any successor) is or
may be interested in the Trust as a shareholder or otherwise. In
addition, brokerage transactions for the Trust may be effected
through affiliates of the Adviser if approved by the Board of
Trustees, subject to the rules and regulations of the Securities and
Exchange Commission.
11. Duration and Termination. This Agreement, unless sooner terminated
as provided herein, shall remain in effect until two years from date
of execution, and thereafter, for periods of one year so long as
such continuance thereafter is specifically approved at least
annually (a) by the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of
any such party, cast in person at a meeting called for the purpose
of voting on such approval, and (b) by the Trustees of the Trust or
by vote of a majority of the outstanding voting securities of each
Portfolio; provided, however, that if the shareholders of any
Portfolio fail to approve the Agreement as provided herein, the
Adviser may continue to serve hereunder in the manner and to the
extent permitted by the Investment Company Act and rules and
regulations thereunder. The foregoing requirement that continuance
of this Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the Investment Company Act
and the rules and regulations thereunder.
This Agreement may be terminated as to any Portfolio at any time,
without the payment of any penalty by vote of a majority of the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on not less than 30 days nor more
than 60 days written notice to the Adviser, or by the Adviser at any
time without the payment of any penalty, on 90 days written notice
to the Trust. This Agreement will automatically and immediately
terminate in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered, or
mailed postpaid, to the other party at any office of such party.
As used in this Section 11, the terms "assignment", "interested
persons", and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the
Investment Company Act and the rules and regulations thereunder;
subject to such exemptions as may be granted by the Securities and
Exchange Commission under said Act.
12. Notice. Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered
or certified mail, postage prepaid, addressed by the party giving
notice to the other party at the last address furnished by the other
party to the party giving notice: if to the Trust, at 680 East
Swedesford Road, Wayne, PA 19087 and if to the Adviser at: One
Valley Square, Charleston, WV 25326
13. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees, and are not binding upon any of the Trustees, officers, or
shareholders of the Trust individually but binding only upon the assets and
property of the Trust.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the day and year first written above.
THE ARBOR FUND ONE VALLEY BANK, N.A.
By: By:
------------------------------ -------------------------------
Attest: Attest:
------------------------------ ---------------------------
<PAGE>
Schedule A
to the
Investment Advisory Agreement
between
The Arbor Fund
and
One Valley Bank, N.A.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee (in basis points)
--------- ---------------------
OVB Emerging Growth .95%
OVB Capital Appreciation .95%
OVB West Virginia Tax Exempt Income .45%
OVB Government Securities .75%
OVB Prime Obligations .25%
<PAGE>
Schedule dated August 1, 1996
to the
Investment Advisory Agreement
dated November 22, 1993
between
The Arbor Fund
and
One Valley Bank, N.A.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee
--------- ---
OVB Equity Income .74%
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 16 to the Registration Statement on Form N-1A (the "Registration
Statement") of our report dated March 8, 1996, relating to the financials
statements and financial highlights of the OVB Prime Obligations Portfolio, OVB
Capital Appreciation Portfolio, OVB Emerging Growth Portfolio, OVB Government
Securities Portfolio and OVB West Virginia Tax-Exempt Income Portfolio (The
"Fund") appearing in the January 31, 1996 Annual Report to Shareholders of The
Fund, which are also incorporated by reference into the Registration Statement.
We also consent to the references to us under the heading "Financial Highlights"
in the Prospectus and under the headings "Independent Accountants," "Experts"
and "Financial Statements" in the Statement of Additional Information, which
are incorporated by reference into the Registration Statement.
PRICE WATERHOUSE LLP
Philadelphia, PA
February 28
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 16 to the Registration Statement on Form N-1A (the "Registration
Statement") of our report dated March 8, 1996, relating to the financials
statements and financial highlights of the Golden Oak Diversified Growth
Portfolio, Golden Oak Intermediate-Term Income Portfolio and Golden Oak Prime
Obligation Money Market Portfolio (The "Fund") appearing in the January 31, 1996
Annual Report to Shareholders of The Fund, which are also incorporated by
reference into the Registration Statement. We also consent to the references to
us under the heading "Financial Highlights" in the Prospectus and under the
headings "Independent Accountants," "Experts" and "Financial Statements" in the
Statement of Additional Information, which are incorporated by reference into
the Registration Statement.
PRICE WATERHOUSE LLP
Philadelphia, PA
February 28
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 16 to the Registration Statement on Form N-1A (the "Registration
Statement") of our report dated March 8, 1996, relating to the financials
statements and financial highlights of the California Tax Exempt Portfolio and
Institutional Tax Free Portfolio (The "Fund") appearing in the January 31, 1996
Annual Report to Shareholders of The Fund, which are also incorporated by
reference into the Registration Statement. We also consent to the references to
us under the heading "Financial Highlights" in the Prospectus and under the
headings "Independent Accountants," "Experts" and "Financial Statements" in the
Statement of Additional Information, which are incorporated by reference into
the Registration Statement.
PRICE WATERHOUSE LLP
Philadelphia, PA
February 28
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 16 to the Registration Statement on Form N-1A (the "Registration
Statement") of our report dated March 8, 1996, relating to the financials
statements and financial highlights of the U.S. Government Securities Money Fund
and Prime Obligations Fund (The "Fund") appearing in the January 31, 1996 Annual
Report to Shareholders of The Fund, which are also incorporated by reference
into the Registration Statement. We also consent to the references to us under
the heading "Financial Highlights" in the Prospectus and under the headings
"Independent Accountants," "Experts" and "Financial Statements" in the Statement
of Additional Information, which are incorporated by reference into the
Registration Statement.
PRICE WATERHOUSE LLP
Philadelphia, PA
February 28
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000890540
<NAME> ARBOR TRUST
<SERIES>
<NUMBER> 150
<NAME> OVB EQUITY INCOME PORTFOLIO CLASS A
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-START> AUG-02-1996
<PERIOD-END> JAN-31-1997
<INVESTMENTS-AT-COST> 39173
<INVESTMENTS-AT-VALUE> 42963
<RECEIVABLES> 251
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 43228
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