<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1998
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. 22 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 24 /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
MARK E. NAGLE
C/O SEI CORPORATION
OAKS, PENNSYLVANIA 19456
(Name and Address of Agent for Service)
COPIES TO:
RICHARD W. GRANT, ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP
1701 MARKET STREET
PHILADELPHIA, PA 19103
------------------------
It is proposed that this filing become effective (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/X/ 75 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a) of Rule 485.
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- --------------------------------------------------------------------------------
<PAGE>
THE ARBOR FUND
GOLDEN OAK FAMILY OF FUNDS
Class A Shares and Institutional Shares
PROSPECTUS
MARCH ___, 1999
THE GOLDEN OAK TAX-MANAGED EQUITY PORTFOLIO
INVESTMENT ADVISER: CITIZENS BANK
INVESTMENT SUB-ADVISER: NICHOLAS-APPLEGATE CAPITAL
MANAGEMENT
The Securities and Exchange Commission has not approved any Portfolio shares
or determined whether this prospectus is accurate or complete.
It is a crime for anyone to tell you otherwise.
Page 1 of 21
<PAGE>
HOW TO READ THIS PROSPECTUS
The Golden Oak Family of Funds is a mutual fund family that offers different
classes of shares in separate investment portfolios (Portfolios). The
Portfolios have individual investment goals and strategies. This prospectus
gives you important information about the Class A Shares and Institutional
Shares of the Golden Oak Tax-Managed Equity Portfolio that you should know
before investing. The Golden Oak Family of Funds also offers shares of the
Golden Oak Growth Portfolio, Golden Oak Value Portfolio, Golden Oak
Intermediate-Term Income Portfolio, Golden Oak Michigan Tax-Free Bond Portfolio
and Golden Oak Prime Obligation Money Market Portfolio. Please read this
prospectus and keep it for future reference.
This prospectus has been arranged into different sections so that you can easily
review this important information. On the next page, there is some general
information you should know about the Portfolio.
FOR MORE DETAILED INFORMATION ABOUT THE PORTFOLIO, PLEASE SEE:
<TABLE>
<CAPTION>
Page
<S> <C>
PRINCIPAL INVESTMENT STRATEGIES AND RISKS, PERFORMANCE
INFORMATION AND EXPENSES XXX
MORE INFORMATION ABOUT RISK XXX
THE PORTFOLIO'S OTHER INVESTMENTS XXX
THE INVESTMENT ADVISER AND SUB-ADVISER XXX
PURCHASING, EXCHANGING AND SELLING PORTFOLIO SHARES XXX
HOW PORTFOLIO SHARES ARE DISTRIBUTED XXX
DIVIDENDS, DISTRIBUTIONS AND TAXES XXX
HOW TO OBTAIN MORE INFORMATION ABOUT
THE GOLDEN OAK FAMILY OF FUNDS XXX
</TABLE>
Page 2 of 21
<PAGE>
Introduction
The Portfolio is a mutual fund. A mutual fund pools shareholders' money and,
using professional investment managers, invests it in securities.
The Portfolio has an investment goal and strategies for reaching that goal.
The Adviser and Sub-Adviser invest Portfolio assets in a way that the Adviser
and Sub-Adviser believes will help the Portfolio achieve its goal. Still,
investing in the Portfolio involves risks and there is no guarantee that the
Portfolio will achieve its goal. The Adviser's and Sub-Adviser's judgments
about the markets, the economy, or companies may not anticipate actual market
movements, economic conditions or company performance, and these judgments may
affect the return on your investment. In fact, no matter how good a job the
Adviser or Sub-Adviser does, you could lose money on your investment in the
Portfolio, just as you could with other investments. A Portfolio share is not a
bank deposit and it is not insured or guaranteed by the FDIC or any government
agency.
The value of your investment in the Portfolio is based on the market value of
the securities the Portfolio holds. These prices change daily due to economic
and other events that affect particular companies and other issuers. These
price movements, sometimes called volatility, may be greater or lesser depending
on the types of securities the Portfolio owns and the markets in which they
trade. The effect on the Portfolio of a change in the value of a single
security will depend on how widely the Portfolio diversifies its holdings.
-------------------------------------------------
Page 3 of 21
<PAGE>
The Golden Oak Tax-Managed Equity Portfolio
Portfolio Summary
Investment Goal High long-term after-tax returns
Investment Focus Common stock of U.S. companies
Share Price Volatility Medium
Principal Investment Strategy Investing in a Portfolio of
growing U.S. companies while
attempting to maximize after-tax
returns
Investor Profile Long-term investors who are
looking for a blend of performance
and tax-efficiency and are willing
to accept the risks of equity
investing
INVESTMENT STRATEGY
The Portfolio invests primarily in common stocks of well-established U.S.
companies. The Adviser has engaged Nicholas-Applegate Capital Management as
sub-adviser (Sub-Adviser) to manage the Portfolio on a day-to-day basis. In
choosing investments for the Portfolio, the Sub-Adviser focuses on a "bottom-up"
analysis that evaluates the financial conditions and competitiveness of
individual companies and uses a blend of computer analysis and traditional
fundamental research to uncover positive business developments which are not
reflected in a company's stock price. The Sub-Adviser searches for successful,
improving companies that are managing change advantageously and poised to exceed
expectations. The Sub-Adviser attempts to build a portfolio that maximizes
after-tax returns by purchasing stocks after evaluating expected risk and
return. Conversely, stocks are sold after tax consequences are considered and
weighed against the potential for enhanced returns from new investment
opportunities. The Sub-Adviser monitors the following developments to help
maximize after-tax returns: all short-term and long-term capital gains;
dividend payments; and ex-dividend dates.
PRINCIPAL RISKS OF INVESTING IN THE GOLDEN OAK TAX-MANAGED EQUITY
PORTFOLIO
Since it purchases equity securities, the Portfolio is subject to the risk that
stock prices will fall over short or extended periods of time. Historically,
the equity markets have moved in cycles,
Page 4 of 21
<PAGE>
and the value of the Portfolio's equity securities may fluctuate drastically
from day-to-day. Individual companies may report poor results or be negatively
affected by industry and/or economic trends and developments. The prices of
securities issued by such companies may suffer a decline in response. These
factors contribute to price volatility, which is the principal risk of investing
in the Portfolio.
The Fund is managed to minimize tax consequences to investors but will likely
earn some taxable income and gains.
PERFORMANCE INFORMATION
The Performance of Class A Shares and Institutional Shares will differ due to
differences in expenses.
The periods prior to the Portfolio's commencement of operations, represent the
performance of the Adviser's similarly managed common trust fund. This past
performance has been adjusted to reflect current expenses for the Portfolio.
The Adviser's common trust fund was not a registered mutual fund so it was not
subject to the same investment and tax restrictions as the Portfolio. If it had
been, the common trust fund's performance may have been lower.
WHAT IS AN INDEX?
An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. Unlike a mutual fund, an index does not have an investment advisor
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower.
The S&P 500 Index is a widely-recognized, market value-weighted (higher market
value stocks have more influence than lower market value stocks) index of 500
stocks designed to mimic the overall equity market's industry weightings. Most,
but not all, large capitalization stocks are in the index. There are also some
small capitalization stocks in the index. Stocks included in the index are
mostly NYSE listed companies, with some AMEX and Nasdaq Stock Market stocks.
The Golden Oak Tax-Managed Equity Portfolio
PORTFOLIO FEES AND EXPENSES
Page 5 of 21
<PAGE>
THIS TABLE DESCRIBES THE SHAREHOLDER FEES THAT YOU MAY PAY IF YOU PURCHASE OR
SELL PORTFOLIO SHARES. YOU WOULD PAY THESE FEES DIRECTLY FROM YOUR INVESTMENT
IN THE PORTFOLIO.
<TABLE>
<CAPTION>
CLASS A SHARES INSTITUTIONAL SHARES
-------------------------------------------------------------------------------
<S> <C> <C>
Maximum Sales Charge (Load) 5.75% None
Imposed on Purchases (as a
percentage of offering price)*
</TABLE>
*THIS SALES CHARGE VARIES DEPENDING UPON HOW MUCH YOU INVEST. SEE "PURCHASING
PORTFOLIO SHARES."
EVERY MUTUAL FUND HAS OPERATING EXPENSES TO PAY FOR SERVICES SUCH AS
PROFESSIONAL ADVISORY, SHAREHOLDER, DISTRIBUTION, ADMINISTRATION AND CUSTODY
SERVICES AND OTHER COSTS OF DOING BUSINESS. THIS TABLE DESCRIBES THE HIGHEST
FEES AND EXPENSES THAT YOU MAY PAY INDIRECTLY IF YOU HOLD SHARES OF THE
PORTFOLIO.
ANNUAL PORTFOLIO OPERATING EXPENSES
<TABLE>
<CAPTION>
CLASS A SHARES INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------
<S> <C> <C>
Investment Advisory Fees .XX% .XX%
Distribution and Service (12b-1) Fees .XX% .XX%
Other Expenses .XX% .XX%
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses X.XX% X.XX%
</TABLE>
The table shows the highest expenses that could be currently charged to the
Portfolio. Actual expenses are lower because the Adviser is voluntarily waiving
a portion of its fees. Actual Investment Advisory Fees and Total Operating
Expenses are [ %] and [ %], respectively. The Adviser could discontinue
this voluntary waiver at any time. For more information about these fees, see
"Investment Adviser and Sub-Adviser" and "Distribution of Portfolio Shares."
EXAMPLE
This Example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Portfolio for the time periods indicated and that
you sell your shares at the end of the period.
Page 6 of 21
<PAGE>
The Example also assumes that each year your investment has a 5% return and
Portfolio expenses remain the same. Although your actual costs and returns
might be different, your approximate costs of investing $10,000 in the Portfolio
would be:
1 YEAR 3 YEARS
XXX XXX
Page 7 of 21
<PAGE>
MORE INFORMATION ABOUT RISK
EQUITY RISK - The Portfolio may invest in public and privately issued equity
securities, including common and preferred stocks, warrants, rights to subscribe
to common stock and convertible securities, as well as instruments that attempt
to track the price movement of equity indices. Investments in equity securities
and equity derivatives in general are subject to market risks that may cause
their prices to fluctuate over time. The value of securities convertible into
equity securities, such as warrants or convertible debt, is also affected by
prevailing interest rates, the credit quality of the issuer and any call
provision. Fluctuations in the value of equity securities in which the
Portfolio invest will cause the net asset value of the Portfolio to fluctuate.
An investment in the Portfolio may be more suitable for long-term investors who
can bear the risk of share price fluctuations.
YEAR 2000 RISK - The Portfolio depends on the smooth functioning of computer
systems in almost every aspect of its business. Like other mutual funds,
businesses and individuals around the world, the Portfolio could be adversely
affected if the computer systems used by its service providers do not properly
process dates on and after January 1, 2000, and distinguish between the year
2000 and the year 1900. The Portfolio has asked its service providers whether
they expect to have its computer systems adjusted for the year 2000 transition,
and is seeking assurances from each service provider that they are devoting
significant resources to prevent material adverse consequences to the Portfolio.
While it is likely that such assurances will be obtained, the Portfolio and its
shareholders may experience losses if these assurances prove to be incorrect or
as a result of year 2000 computer difficulties experienced by issuers of
portfolio securities or third parties, such as custodians, banks, broker-dealers
or others with which the Portfolio does business.
Page 8 of 21
<PAGE>
THE PORTFOLIO'S OTHER INVESTMENTS
In addition to the investments and strategies described in this prospectus, the
Portfolio also may invest in other securities, use other strategies and engage
in other investment practices, which are described in detail in our Statement of
Additional Information. Of course, we cannot guarantee that the Portfolio will
achieve its investment goal.
The investments and strategies described in this prospectus are those that we
use under normal conditions. During unusual economic or market conditions, or
for temporary defensive or liquidity purposes, the Portfolio may invest up to
100% of its assets in cash or money market instruments that would not ordinarily
be consistent with the Portfolio's objective. The Portfolio will only do so if
the Adviser or Sub-Adviser believes that the risk of loss outweighs the
opportunity for capital gains.
INVESTMENT ADVISER AND SUB-ADVISER
The Investment Adviser oversees the Sub-Adviser to ensure compliance with the
Fund's investment policies and guidelines and monitors the Sub-Adviser's
adherence to its investment styles. The Board of Trustees supervises the
Adviser and establishes policies that the Adviser must follow in its management
activities.
Citizens Bank serves as the Adviser to the Portfolio. As of December 31, 1998,
Citizens Bank had approximately $ 3.2 billion in assets under management.
Nicholas-Applegate Capital Management serves as Sub-Adviser and makes the
investment decisions for the Portfolio. The Sub-Adviser selects, buys and sells
securities for the Portfolio under the supervision of the Adviser and the Board
of Trustees. The Portfolio is managed on a day-to-day basis by a team of
investment professionals from the Sub-Adviser. No one person is primarily
responsible for making investment recommendations to the team.
Page 9 of 21
<PAGE>
PURCHASING PORTFOLIO SHARES
HOW TO PURCHASE PORTFOLIO SHARES
You may purchase shares by:
- - Mail (Class A only)
- - Wire
You may purchase shares on any day that the New York Stock Exchange is open for
business (a Business Day).
To purchase Class A Shares by mail directly from us, fill out the attached
application and mail it in the enclosed envelope, along with your check, payable
in U.S. dollars, to "The Arbor Fund - Golden Oak Tax-Managed Equity Portfolio."
We cannot accept third-party checks, credit cards, credit card checks or cash.
You may also purchase shares through certain brokers or dealers or other
financial institutions that have executed dealer agreements. To purchase shares
by wire, call us at 1-800-808-4920 to receive an account number and wiring
instructions.
We may reject any purchase order if we determine that accepting the order would
not be in the best interests of the Portfolio or its shareholders. The price
per share (the offering price) will be the net asset value per share (NAV) next
determined after we receive your purchase order, plus, in the case of Class A
Shares the applicable front-end sales charge.
We calculate the Portfolio's NAV once each Business Day at the
regularly-scheduled close of normal trading on the New York Stock Exchange
(normally, 4:00 p.m. Eastern time). So, for you to receive the current Business
Day's NAV, we must receive your purchase order before 4:00 p.m. Eastern time.
Certain investors who deal with a financial institution or financial
intermediary will have to follow the institution's or intermediary's procedures
for transactions with the Portfolio. If you purchase, sell or exchange
Portfolio shares through a financial institution (rather than directly from us),
you may have to transmit your purchase, sale and exchange requests to your
financial institution at an earlier time for your transaction to become
effective that day. This allows the financial institution time to process your
request and transmit it to us. Your financial institution or intermediary may
charge a fee for its services, in addition to the fees charged by the Portfolio.
For more information about how to purchase, sell or exchange Portfolio shares
through your financial institution, you should contact your financial
institution directly.
How We Calculate NAV
Page 10 of 21
<PAGE>
NAV for one Portfolio share is the value of that share's portion of all of the
assets in the Portfolio.
In calculating NAV, we generally value the Portfolio's investment portfolio at
market price. If market prices are unavailable or we think that they are
unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees.
Minimum Purchases
To purchase shares of the Portfolio for the first time, you must invest at
least:
<TABLE>
<S> <C>
Class A Shares $1,000
Institutional Shares $1,000,000
</TABLE>
We may accept investments of smaller amounts for either class of shares at our
discretion.
SYSTEMATIC INVESTMENT PLAN (CLASS A SHARES ONLY)
If you have a checking or savings account, you may purchase Class A Shares
automatically through regular deductions from your account. Once your account
has been opened, you may begin regularly scheduled investments of at least $50 a
month. Purchases of Class A Shares made through the Systematic Investment Plan
are subject to the applicable sales charge.
Page 11 of 21
<PAGE>
SALES CHARGES
FRONT-END SALES CHARGES - CLASS A SHARES
The offering price of the Shares is the NAV next calculated after we receive
your request, plus the front-end sales load.
The amount of any front-end sales charge included in your offering price varies,
depending on the amount of your investment:
<TABLE>
<CAPTION>
YOUR SALES
YOUR SALES CHARGE CHARGE AS A
AS A PERCENTAGE OF PERCENTAGE OF
IF YOUR INVESTMENT IS: OFFERING PRICE YOUR NET
INVESTMENT
- -----------------------------------------------------------------
<S> <C> <C>
LESS THAN $50,000 5.75% 6.10%
$50,000 TO $99,999 4.50% 4.71%
$100,000 TO $249,999 3.50% 3.63%
$250,000 TO $499,999 2.60% 2.67%
$500,000 TO $999,999 2.00% 2.04%
$1,000,000 AND ABOVE 0.00% 0.00%
</TABLE>
WAIVER OF FRONT-END SALES CHARGE - CLASS A SHARES
The front-end sales charge will be waived on Class A Shares purchased:
- - by reinvestment of dividends and distributions;
- - through a Citizens Bank asset allocation account;
- - by employees, and members of their immediate family, of Citizens Bank and
its affiliates;
- - by Trustees and officers of The Arbor Fund;
- - by agency, custody and fiduciary accounts of the Adviser and its
affiliates; or
- - through dealers, retirement plans, asset allocation programs and financial
institutions that, under their dealer agreements with the Distributor or
otherwise, do not receive any portion of the front-end sales charge.
Page 12 of 21
<PAGE>
REDUCED SALES CHARGES - CLASS A SHARES
RIGHTS OF ACCUMULATION. In calculating the appropriate sales charge rate, you
may add the value of the Class A shares you already own to the amount that you
are currently purchasing. We will combine the value of your current purchases
with the current value of any Class A shares you purchased previously for (i)
your account, (ii) your spouse's account, (iii) a joint account with your
spouse, or (iv) your minor children's trust or custodial accounts. A fiduciary
purchasing shares for the same fiduciary account, trust or estate may also use
this right of accumulation. We will consider the value of Class A shares
purchased previously only if you bought them subject to a sales charge. TO BE
ENTITLED TO A REDUCED SALES CHARGE BASED ON SHARES ALREADY OWNED, YOU MUST ASK
US FOR THE REDUCTION AT THE TIME OF PURCHASE. You must provide us with your
account number(s) and, if applicable, the account numbers for your spouse and/or
children (and provide the children's ages). We may amend or terminate this
right of accumulation at any time.
LETTER OF INTENT. You may purchase Class A shares at the sales charge rate
applicable to the total amount of the purchases you intend to make over a
13-month period. In other words, a Letter of Intent allows you to purchase
Class A shares of a Fund over a 13-month period and receive the same sales
charge as if you had purchased all the shares at the same time. We will
consider only the value of Class A shares sold subject to a sales charge. As
a result, shares of the Class A shares purchased with dividends or
distributions will not be included in the calculation. To be entitled to a
reduced sales charge based on shares you intend to purchase over the 13-month
period, you must send us a Letter of Intent. In calculating the total amount
of purchases you may include in your letter purchases made up to 90 days
before the date of the Letter. The 13-month period begins on the date of the
first purchase, including those purchases made in the 90-day period before
the date of the Letter. Please note that the purchase price of these prior
purchases will not be adjusted.
You are not legally bound by the terms of your Letter of Intent to purchase the
amount of your shares stated in the Letter. The Letter does, however, authorize
us to hold in escrow 5.0% of the total amount you intend to purchase. If you do
not complete the total intended purchase at the end of the 13-month period, the
transfer agent will redeem the necessary portion of the escrowed shares to make
up the difference between the reduced rate sales charge (based on the amount you
intended to purchase) and the sales charge that would normally apply (based on
the actual amount you purchased).
COMBINED PURCHASE/QUANTITY DISCOUNT PRIVILEGE. When calculating the appropriate
sales charge rate, we will combine same day purchases of Class A shares (that
are subject to a sales charge) made by you, your spouse and your minor children
(under age 21). This combination also applies to Class A shares you purchase
with a Letter of Intent.
Page 13 of 21
<PAGE>
From time to time, some financial institutions, including brokerage firms
affiliated with the Adviser, may be reallowed up to the entire sales charge.
Firms that receive a reallowance of the entire sales charge may be considered
underwriters for the purpose of federal securities law.
The Distributor may, from time to time in its sole discretion, institute one or
more promotional incentive programs for dealers, which will be paid for by the
Distributor from any sales charge it receives or from any other source available
to it. Under any such program, the Distributor may provide incentives, in the
form of cash or other compensation, including merchandise, airline vouchers,
trips and vacation packages, to dealers selling shares of the Portfolio.
Page 14 of 21
<PAGE>
SELLING PORTFOLIO SHARES
HOW TO SELL YOUR PORTFOLIO SHARES
You may sell (sometimes called "redeem") your shares on any Business Day by
contacting us directly by mail or telephone by calling 1-800-808-4920.
If you would like to sell $50,000 or more of your shares, or would like to send
your sale proceeds to a third-party or an address other than your own, please
notify us in writing and include a signature guarantee (a notarized signature is
not sufficient).
SYSTEMATIC WITHDRAWAL PLAN (CLASS A SHARES ONLY)
If you have at least $10,000 in your account and automatically reinvest your
dividends, you may use the systematic withdrawal plan. Under the plan you may
arrange monthly, quarterly, semi-annual or annual automatic withdrawals of at
least $50 from the Portfolio. The proceeds of each withdrawal will be mailed to
you by check or, if you have an account with a bank, electronically transferred
to your account.
Receiving Your Money
Normally, we will send your sale proceeds to you within seven Business Days
after we receive your request. Your proceeds can be wired to your bank account
(subject to a $10.00 fee) or sent to you by check. IF YOU RECENTLY PURCHASED
YOUR SHARES BY CHECK, REDEMPTION PROCEEDS MAY NOT BE AVAILABLE UNTIL YOUR CHECK
HAS CLEARED (WHICH MAY TAKE UP TO 15 BUSINESS DAYS).
Page 15 of 21
<PAGE>
Redemptions in Kind
We generally pay sale (redemption) proceeds in cash. However, under unusual
conditions that make the payment of cash unwise (and for the protection of the
Portfolio's remaining shareholders) we might pay all or part of your redemption
proceeds in liquid securities with a market value equal to the redemption price
(redemption in kind). It is highly unlikely that your shares would ever be
redeemed in kind, but if they were you would probably have to pay brokerage
costs to sell the securities distributed to you, as well as taxes on any capital
gains from the sale as with any redemption.
INVOLUNTARY SALES OF YOUR SHARES
If your account balance drops below the required minimum you may be required to
sell your shares. The account balance minimums are:
<TABLE>
<S> <C>
Class A Shares $1,000
Institutional Shares $1,000,000
</TABLE>
You will always be given at least 60 days' written notice to give you time to
add to your account and avoid the sale of your shares.
SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES
We may suspend your right to sell your shares if the NYSE restricts trading, the
SEC declares an emergency or for other reasons. More information about this is
in our Statement of Additional Information.
TELEPHONE TRANSACTIONS
Purchasing and selling Portfolio shares over the telephone is extremely
convenient, but not
Page 16 of 21
<PAGE>
without risk. Although we have certain safeguards and procedures to confirm the
identity of callers and the authenticity of instructions, we are not responsible
for any losses or costs incurred by following telephone instructions we
reasonably believe to be genuine. If you or your financial institution transact
with us over the telephone, you will generally bear the risk of any loss.
EXCHANGING FUND SHARES
HOW TO EXCHANGE YOUR SHARES
You may exchange your shares on any Business Day by contacting us directly by
mail or telephone by calling 1-800-808-4920.
You may also exchange shares through your financial institution by mail or
telephone. IF YOU RECENTLY PURCHASED SHARES BY CHECK, YOU MAY NOT BE ABLE TO
EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15
BUSINESS DAYS). This exchange privilege may be changed or canceled at any time
upon 30 days' notice.
When you exchange shares, you are really selling your shares and buying other
Golden Oak portfolio shares. So, your sale price and purchase price will be
based on the NAV next calculated after we receive your exchange request.
You may exchange Class A Shares of any Golden Oak Portfolio for Class A Shares
of any other Golden Oak Portfolio (except the Golden Oak Prime Obligation Money
Market Portfolio). If you exchange shares that you purchased without a sales
charge or with a lower sales charge into a portfolio with a sales charge or with
a higher sales charge, the exchange is subject to an incremental sales charge
(e.g., the difference between the lower and higher applicable sales charges).
If you exchange shares into a Portfolio with the same, lower or no sales charge
there is no incremental sales charge for the exchange.
Page 17 of 21
<PAGE>
TELEPHONE TRANSACTIONS
Purchasing, selling and exchanging Portfolio shares over the telephone is
extremely convenient, but not without risk. Although we have certain safeguards
and procedures to confirm the identity of callers and the authenticity of
instructions, we are not responsible for any losses or costs incurred by
following telephone instructions we reasonably believe to be genuine. If you or
your financial institution transact with us over the telephone, you will
generally bear the risk of any loss.
DISTRIBUTION OF PORTFOLIO SHARES
The Portfolio has adopted a distribution plan that allows the Portfolio to pay
distribution and service fees for the sale and distribution of its shares, and
for services provided to shareholders. Because these fees are paid out of the
Portfolio's assets continuously, over time these fees will increase the cost of
your investment and may cost you more than paying other types of sales charges.
Distribution fees, as a percentage of average daily net assets, are 0.25% for
Class A Shares.
Page 18 of 21
<PAGE>
OTHER INFORMATION
Dividends and Distributions
The Portfolio distributes its income quarterly and makes distributions of
capital gains, if any, at least annually. If you own Portfolio shares on the
Portfolio's record date, you will be entitled to receive the distribution.
You will receive dividends and distributions in the form of additional Portfolio
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify us in writing prior to the date of the distribution. Your election
will be effective for dividends and distributions paid after we receive your
written notice. To cancel your election, simply send us written notice.
Taxes
PLEASE CONSULT YOUR TAX ADVISER REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below we have summarized some important tax issues
that affect the Portfolio and its shareholders. This summary is based on
current tax laws, which may change.
The Portfolio will distribute substantially all of its income and capital gains,
if any. The dividends and distributions you receive may be subject to federal,
state and local taxation, depending upon your tax situation. Distributions you
receive from the Portfolio may be taxable whether or not you reinvest them.
Capital gains distributions may be taxable at different rates depending on the
length of time the Portfolio holds its portfolio securities. YOU MAY BE TAXED ON
EACH SALE OR EXCHANGE OF PORTFOLIO SHARES.
MORE INFORMATION ABOUT TAXES IS IN OUR STATEMENT OF ADDITIONAL INFORMATION.
Page 19 of 21
<PAGE>
THE ARBOR FUND
GOLDEN OAK FAMILY OF FUNDS
GOLDEN OAK TAX-MANAGED EQUITY PORTFOLIO
INVESTMENT ADVISER
Citizens Bank
328 S. Saginaw Street
Flint, Michigan 48502
DISTRIBUTOR
SEI Investment Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456
LEGAL COUNSEL
Morgan, Lewis & Bockius, LLP
1800 M Street, N.W.
Washington, DC 20036
More information about the Portfolio is available without charge through the
following:
STATEMENT OF ADDITIONAL INFORMATION (SAI)
- --------------------------------------------------
Our SAI dated March ___, 1999, includes detailed information about The Arbor
Fund and the Golden Oak Tax-Managed Equity Portfolio. The SAI has been filed
with the SEC and is incorporated by reference into this prospectus. This means
that the SAI, for legal purposes, is a part of this prospectus.
Annual and Semi-annual Reports
- --------------------------------------------------
These reports list the Portfolio's holdings and contain information from the
Portfolio's managers about strategies, and recent market conditions and trends.
The reports also contain detailed financial information about the Portfolio.
Page 20 of 21
<PAGE>
TO OBTAIN MORE INFORMATION:
BY TELEPHONE: Call 1-800-545-6331
BY MAIL: Write to us
Golden Oak Family of Funds
c/o The Arbor Fund
P.O. Box 419947
Kansas City, Missouri 64141-6947
BY E-MAIL: [VAR:FUND.EMAILADDRESS]]
BY INTERNET: [VAR:FUND.INTERNETADDRESS]]
FROM THE SEC: You can also obtain the SAI or the Annual or Semi-annual Reports,
as well as other information about The Arbor Fund, from the SEC's website
("http://www.sec.gov"). You may review and copy documents at the SEC Public
Reference Room in Washington, DC (for information call 1-800-SEC-0330). You may
request documents by mail from the SEC, upon payment of a duplicating fee, by
writing to: Securities and Exchange Commission, Public Reference Section,
Washington, DC 20549-6009. The Arbor Fund's Investment Company Act registration
number is 811-7102.
Page 21 of 21
<PAGE>
GOLDEN OAK FAMILY OF FUNDS TRUST:
THE ARBOR FUND PORTFOLIO:
GOLDEN OAK TAX-MANAGED EQUITY PORTFOLIO
INVESTMENT ADVISER:
CITIZENS BANK
This STATEMENT OF ADDITIONAL INFORMATION is not a prospectus. It is intended
to provide additional information regarding the activities and operations of the
following Portfolio of the Trust: Golden Oak Tax-Managed Equity Portfolio. This
Statement of Additional Information should be read in conjunction with the
Prospectus dated March , 1999. A Prospectus may be obtained by calling
1-800-545-6331.
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE PORTFOLIO AND THE TRUST............................................................. X
INVESTMENT OBJECTIVES AND POLICES....................................................... X
DESCRIPTION OF PERMITTED INVESTMENTS.................................................... X
Convertible Securities................................................................ X
Foreign Securities.................................................................... X
Futures Contracts and Options......................................................... X
Risk Factors in Futures Transactions.................................................. X
Investment Companies.................................................................. X
Options............................................................................... X
Repurchase Agreements................................................................. X
Securities Lending.................................................................... X
Bank Obligations...................................................................... X
INVESTMENT LIMITATIONS.................................................................. X
Fundamental Policies.................................................................. X
Non-Fundamental Policies.............................................................. X
THE ADVISER............................................................................. X
THE SUB-ADVISER......................................................................... X
THE ADMINISTRATOR....................................................................... X
THE DISTRIBUTOR......................................................................... X
Class A Distribution Plan............................................................. X
THE TRANSFER AGENT...................................................................... X
THE CUSTODIAN........................................................................... X
INDEPENDENT PUBLIC ACCOUNTANTS.......................................................... X
LEGAL COUNSEL........................................................................... X
TRUSTEES AND OFFICERS OF THE TRUST...................................................... X
CALCULATION OF TOTAL RETURN............................................................. X
PURCHASE AND REDEMPTION OF SHARES....................................................... X
LETTER OF INTENT........................................................................ X
DETERMINATION OF NET ASSET VALUE........................................................ X
TAXES................................................................................... X
Federal Income Tax.................................................................... X
State Taxes........................................................................... X
PORTFOLIO TRANSACTIONS.................................................................. X
TRADING PRACTICES AND BROKERAGE......................................................... X
DESCRIPTION OF SHARES................................................................... X
SHAREHOLDER LIABILITY................................................................... X
LIMITATION OF TRUSTEES' LIABILITY....................................................... X
YEAR 2000............................................................................... X
</TABLE>
March , 1999
GOK-F-014-01
<PAGE>
THE PORTFOLIO AND THE TRUST
The "Golden Oak Family of Funds" is a name under which a number of mutual
fund investment portfolios with differing objectives and policies are offered to
investors. Six of these portfolios were established by The Arbor Fund (the
"Trust"), an open-end management investment company established under
Massachusetts law as a Massachusetts business trust under a Declaration of Trust
dated July 24, 1992. The Declaration of Trust permits the Trust to offer
separate series of shares of beneficial interest ("shares") and different
classes of shares of each portfolio. Shareholders may purchase shares through
two separate classes (Institutional and Class A) which provide for variations in
distribution costs, voting rights and dividends. Except for differences between
Institutional and Class A shares pertaining to distribution fees, each share of
each portfolio represents an equal proportionate interest in that portfolio. See
"Description of Shares." This Statement of Additional Information relates to the
Institutional and Class A shares of the Golden Oak Tax-Managed Equity Portfolio
(the "Portfolio") of the Trust. Shares of the Golden Oak Growth (formerly, the
Golden Oak Diversified Growth Portfolio), Golden Oak Value, Golden Oak
Intermediate-Term Income, Golden Oak Michigan Tax Free Bond and Golden Oak Prime
Obligation Money Market Portfolios of the Trust are discussed in a separate
Statement of Additional Information.
The Trust pays its expenses, including fees of its service providers, audit
and legal expenses, expenses of preparing prospectuses, proxy solicitation
material and reports to shareholders, costs of custodial services and
registering the shares under federal and state securities laws, pricing,
insurance expenses, litigation and other extraordinary expenses, brokerage
costs, interest charges, taxes and organization expenses.
INVESTMENT OBJECTIVES AND POLICIES
The Portfolio has an investment objective of maximizing long term capital
appreciation on an after-tax basis. The Portfolio is best suited for the long
term equity investor who has a moderate risk orientation. The Portfolio seeks to
minimize taxes and is targeted to long term investors seeking the optimum blend
of performance and tax efficiency. There is no assurance that the Portfolio will
achieve its investment objective.
The Portfolio primarily invests in common stocks and is designed to have
risk characteristics similar to those of the S&P 500 Index. As with any equity
fund, the value of the Portfolio's investments varies from day to day in
response to the activities of the individual companies and general market and
economic conditions. To the extent the Portfolio invests in non-US securities,
the risks and volatility are magnified since the performance of non-US stocks
depends upon changes in international currency values, different political and
regulatory environments, and the overall political and economic conditions in
countries where the Portfolio invests.
Under normal conditions, the Portfolio expects to be fully invested in
common stocks (and will be at least 75% invested in common stocks) listed on
registered exchanges in the United States or actively traded in the
over-the-counter market as further described below. In addition to investing in
common stocks, the Portfolio may invest in warrants and rights to purchase
common stocks, United States dollar denominated securities of foreign issuers
traded in the United States (including sponsored American Depositary Receipts
traded on registered exchanges or listed on NASDAQ), repurchase agreements,
covered call options and money market instruments of the type described below.
The Portfolio may invest up to 10% of its net assets in American Depositary
Receipts, including American Depositary Shares and New York Shares. The
Portfolio may also write covered call options and engage in related closing
purchase transactions provided that the aggregate value of such options does not
exceed 10% of the Portfolio's net assets as of the time such options are entered
into by the Portfolio. Nicholas-Applegate (the "Sub-Adviser") will engage in
such transactions only as hedging transactions and not for speculative purposes.
The Portfolio may invest up to 15% of its net assets in illiquid securities,
including restricted securities other than Section 4(2) commercial paper
("Illiquid Securities"). Restricted securities, including Rule 144A Securities
and Section 4(2) commercial paper, that meet the criteria established by the
Board of Trustees or the Trust will be considered illiquid.
<PAGE>
For temporary defensive purposes during periods when the Portfolio's
Sub-Adviser determines that market conditions warrant, the Portfolio may invest
up to 100% of its assets in money market instruments (consisting of securities
issued or guaranteed as to principal and interest by the United States
Government, its agencies or instrumentalities, repurchase agreements
collateralized by United States Government securities and entered into with
financial institutions the Sub-Adviser deems creditworthy, certificates of
deposit, time deposits and bankers' acceptances issued by banks or savings and
loan associations having net assets of at least $1.0 billion as shown on their
most recent public financial statements, and deemed by the Adviser or
Sub-Adviser to present minimal credit risk, and commercial paper rated in the
two highest short-term rating categories (collectively, "Money Market
Instruments"), and may hold a portion of its assets in cash. To the extent the
Portfolio is engaged in temporary defensive investment, the Portfolio will not
be pursuing its investment objective.
The Portfolio reserves the right to engage in securities lending but has no
present intention to do so.
Portfolio turnover will be generally moderate and most likely below 50%,
however turnover may be influenced by specific company fundamentals, market
environments and investment opportunities.
DESCRIPTION OF PERMITTED INVESTMENTS
CONVERTIBLE SECURITIES
While convertible securities generally offer lower yields than
nonconvertible debt securities of similar quality, their prices may reflect
changes in the value of the underlying common stock. Convertible securities
entail less credit risk than the issuer's common stock.
FOREIGN SECURITIES
The Portfolio may invest in U.S. dollar denominated obligations or
securities of foreign issuers. Permissible investments may consist of
obligations of foreign branches of U.S. banks and of foreign banks, including
European Certificates of Deposit, European Time Deposits, Canadian Time Deposits
and Yankee Certificates of Deposits, and investments in Canadian Commercial
Paper and other short-term corporate obligations, foreign securities, Europaper
and American Depositary Receipts. These instruments may subject the Portfolio to
investment risks that differ in some respects from those related to investments
in obligations of U.S. domestic issuers. In addition to the risks described in
the Prospectus, foreign issuers of securities or obligations. Foreign branches
of U.S. banks and foreign banks may be subject to less stringent reserve
requirements than those applicable to domestic branches of U.S. banks.
Investments in foreign securities usually will involve currencies of foreign
countries. Moreover, the Portfolio may temporarily hold funds in bank deposits
in foreign currencies during the completion of investment programs and the value
of these assets for the Portfolio as measured in U.S. dollars may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations and the Portfolio may incur costs in connection
with conversions between various currencies. Although the Portfolio values its
assets daily in terms of U.S. dollars, it does not intend to convert its
holdings of foreign currencies, if any, into U.S. dollars on a daily basis. It
may do so from time to time and investors should be aware of the costs of
currency conversion. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference (the "spread")
between the prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to the Portfolio at one rate
while offering a lesser rate of exchange should the Portfolio desire to resell
that currency to the dealer. The Portfolio will conduct its foreign currency
exchange transactions, if any, either on a spot (I.E., cash) basis at the spot
rate prevailing in the foreign currency exchange market or through forward
foreign currency exchange contracts.
FUTURES CONTRACTS AND OPTIONS
The Portfolio may invest in futures contracts and options. Although futures
contracts by their terms call for actual delivery or acceptance of the
underlying securities, in most cases, the contracts are closed out before the
settlement date without the making or taking of delivery. Closing out an open
futures
<PAGE>
position is done by taking an opposite position ("buying a contract which has
previously been "sold" or "selling" a contract previously "purchased") in an
identical contract to terminate the position. Brokerage commissions are incurred
when a futures contract is bought or sold.
Futures traders are required to make a good faith margin deposit in cash or
government securities with or for the account of a broker or custodian to
initiate and maintain open positions in futures contracts. A margin deposit is
intended to assure completion of the contract (delivery or acceptance of the
underlying security) if it is not terminated prior to the specified delivery
date. Minimal initial margin requirements are established by the futures
exchange and may be changed. Brokers may establish deposit requirements which
are higher than the exchange minimums. Deposit requirements on futures contracts
customarily range upward from less than 5% of the value of the contract being
traded.
After a futures contract position is opened, the value of the contract is
marked to market daily. If the futures contract price changes to the extent that
the margin on deposit does not satisfy the required margin, payment of
additional "variation" margin will be required. Conversely, change in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The Portfolio
may earn interest income on its margin deposits.
Traders in futures contracts and related options may be broadly classified
as either "hedgers" or "speculators." Hedgers use the futures markets primarily
to offset unfavorable changes in the value of securities otherwise held or
expected to be acquired for investment purposes. Speculators are less inclined
to own the securities underlying the futures contracts which they trade, and use
futures contracts with the expectation of realizing profits from fluctuations in
the prices of underlying securities. The Portfolio intends to use futures
contracts and related options only for bona fide hedging purposes.
The Portfolio may enter into futures contracts and options on futures
contracts traded on an exchange regulated by the Commodities Futures Trading
Commission ("CFTC"), so long as, to the extent that such transactions are not
for "bona fide hedging purposes," the aggregate initial margin and premiums on
such positions (excluding the amount by which such options are in the money) do
not exceed 5% of the Portfolio's net assets. The Portfolio will only sell
futures contracts to protect securities it owns against price declines or
purchase contracts to protect against an increase in the price of securities it
intends to purchase. As evidence of this hedging interest, the Portfolio
[EXPECTS] that approximately 75% of their futures contract purchases will be
"completed," that is, equivalent amounts of related securities will have been
purchased or are being purchased by the Portfolio upon sale of open futures
contracts.
Although techniques other than the sale and purchase of futures contracts
and options on futures contracts could be used to control the Portfolio's
exposure to market fluctuations, the use of futures contracts may be a more
effective means of hedging this exposure. While the Portfolio will incur
commission expenses in both opening and closing out futures positions, these
costs are lower than transaction costs incurred in the purchase and sale of the
underlying securities. The Portfolio's obligations under any futures contract or
related option will be "covered" by high quality, liquid securities or cash held
in a segregated account or by holding, or having the right to acquire without
additional cost, the underlying asset.
RISK FACTORS IN FUTURES TRANSACTIONS
Positions in futures contracts may be closed out only on an exchange which
provides a secondary market for such futures. However, there can be no assurance
that a liquid secondary market will exist for any particular futures contract at
any specific time. Thus, it may not be possible to close a futures position. In
the event of adverse price movements, the Portfolios would continue to be
required to make daily cash payments to maintain the required margin. In such
situations, if the Portfolio has insufficient cash, it may have to sell
portfolio securities to meet daily margin requirements at a time when it may be
disadvantageous to do so. In addition, the Portfolio may be required to make
delivery of the instruments underlying futures contracts it holds. The inability
to close options and futures positions also could have an adverse impact on the
ability to effectively hedge it.
<PAGE>
The Portfolio will minimize the risk that it will be unable to close out a
futures contract by only entering into futures which are traded on national
futures exchanges and for which there appears to be a liquid secondary market.
The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the Portfolio. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount invested in the contract. However, because the futures
strategies of the Portfolio are engaged in only for hedging purposes, the
Adviser or Sub-Adviser does not believe that the Portfolios would be subject to
the risks of loss frequently associated with futures transactions. The
Portfolios presumably would have sustained comparable losses if, instead of the
futures contract, it had invested in the underlying financial instrument and
sold it after the decline. The risk of loss from the purchase of options is less
as compared with the purchase or sale of futures contracts because the maximum
amount at risk is the premium paid for the option.
Utilization of futures transactions by the Portfolio does involve the risk
of imperfect or no correlation where the securities underlying futures contracts
have different maturities than the securities being hedged. It is also possible
that the Portfolio could both lose money on futures contracts and experience a
decline in value of its securities. There is also the risk of loss by the
Portfolio of margin deposits in the event of the bankruptcy of a broker with
whom the Portfolio has an open position in a futures contract or related option.
Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond that limit. The daily limit governs only
price movement during a particular trading day and therefore does not limit
potential losses because the limit may prevent the liquidation of unfavorable
positions. Futures contract prices have occasionally moved to the daily limit
for several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of future positions and subjecting some futures
traders to substantial losses.
ILLIQUID SECURITIES
Illiquid securities are securities that cannot be disposed of within seven
business days at approximately the price at which they are being carried on the
Portfolio's books. Illiquid securities include demand instruments with a demand
notice period exceeding seven days, securities for which there is no secondary
market, and repurchase agreements with durations over 7 days in length.
INVESTMENT COMPANIES
The Portfolios may invest in securities of other investment companies as
permitted by the Investment Company Act of 1940, as amended (the "1940 Act"),
and the rules and regulations thereunder. These investment companies typically
incur fees that are separate from those fees incurred directly by the
Portfolios. The Portfolio's purchase of such investment company securities
results in a layering of expenses, such that shareholders would indirectly bear
a proportionate share of the operating expenses of such investment companies,
including advisory fees.
OPTIONS
The Portfolio may write and sell both call options and put options, provided
that the aggregate value of such options does not exceed 15% of the Portfolio's
net assets as of the time such options are entered into by the Portfolio.
<PAGE>
A put option gives the purchaser of the option, upon payment of a premium,
the right to sell, and the writer the obligation to buy, the underlying
security, commodity, index, currency or other instrument at the exercise price.
For instance, the Portfolio's purchase of a put option on a security might be
designed to protect its holdings in the underlying instrument (or, in some
cases, a similar instrument) against a substantial decline in the market value
by giving the Portfolio the right to sell such instrument at the option exercise
price. A call option, upon payment of a premium, gives the purchaser of the
option the right to buy, and the seller the obligation to sell, the underlying
instrument at the exercise price. The Portfolio's purchase of a call option on a
security, financial future, index, currency or other instrument might be
intended to protect the Portfolio against an increase in the price of the
underlying instrument that it intends to purchase in the future by fixing the
price at which it may purchase such instrument. An American style put or call
option may be exercised at any time during the option period while a European
style put or call option may be exercised only upon expiration or during a fixed
period prior thereto. The Portfolio is authorized to purchase and sell exchange
listed options and over-the-counter options ("OTC options"). Exchange listed
options are issued by a regulated intermediary such as the Options Clearing
Corporation ("OCC"), which guarantees the performance of the obligations of the
parties to such options. The discussion below uses the OCC as an example, but is
also applicable to other financial intermediaries.
With certain exceptions, OCC issued and exchange listed options generally
settle by physical delivery of the underlying security or currency, although in
the future cash settlement may become available. Index options and Eurodollar
instruments are cash settled for the net amount, if any, by which the option is
"in-the-money" (I.E., where the value of the underlying instrument exceeds, in
the case of a call option, or is less than, in the case of a put option, the
exercise price of the option) at the time the option is exercised. Frequently,
rather than taking or making delivery of the underlying instrument through the
process of exercising the option, listed options are closed by entering into
offsetting purchase or sale transactions that do not result in ownership of the
new option.
The Portfolio's ability to close out its position as a purchaser or seller
of an OCC or exchange listed put or call option is dependent, in part, upon the
liquidity of the option market. Among the possible reasons for the absence of a
liquid option market on an exchange are: (i) insufficient trading interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading halts, suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities including
reaching daily price limits; (iv) interruption of the normal operations of the
OCC or an exchange; (v) inadequacy of the facilities of an exchange or OCC to
handle current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.
The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.
OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement, term, exercise price,
premium, guarantees and security, are set by negotiation of the parties. The
Portfolio will only sell OTC options (other than OTC currency options) that are
subject to a buy-back provision permitting the Portfolio to require the
Counterparty to sell the option back to the Portfolio at a formula price within
seven days. Each Portfolio expects generally to enter into OTC options that have
cash settlement provisions, although it is not required to do so.
Unless the parties provide for it, there is no central clearing or guaranty
function in an OTC option. As a result, if the Counterparty fails to make or
take delivery of the security, currency or other instrument underlying an OTC
option it has entered into with the Portfolio or fails to make a cash settlement
payment due in accordance with the terms of that option, the Portfolio will lose
any premium it paid for the option
<PAGE>
as well as any anticipated benefit of the transaction. Accordingly, the Adviser
or Sub-Adviser must assess the creditworthiness of each such Counterparty or any
guarantor or credit enhancement of the Counterparty's credit to determine the
likelihood that the terms of the OTC option will be satisfied.
COVERED CALL WRITING--The Portfolio may write covered call options on its
securities provided the aggregate value of such options does not exceed 10% of
the Portfolio's net assets as of the time such options are entered into by the
Portfolio. The advantage to the Portfolio of writing covered calls is that the
Portfolio receives a premium which is additional income. However, if the
security rises in value, the Portfolio may not fully participate in the market
appreciation.
In covered call options written by the Portfolio, the Portfolio will own the
underlying security subject to a call option at all times during the option
period. Unless a closing purchase transaction is effected, the Portfolio would
be required to continue to hold a security which it might otherwise wish to
sell, or deliver a security it would want to hold. Options written by the
Portfolio will normally have expiration dates between one and nine months from
the date written. The exercise price of a call option may be below, equal to or
above the current market value of the underlying security at the time the option
is written.
REPURCHASE AGREEMENTS
The Portfolio may invest in repurchase agreements which are agreements by
which a person (E.G., the Portfolio) obtains a security and simultaneously
commits to return the security to the seller (a financial institution deemed to
present minimal risk of bankruptcy during the term of the agreement based on
established guidelines) at an agreed upon price (including principal and
interest) on an agreed upon date within a number of days (usually not more than
seven) from the date of purchase. The resale price reflects the purchase price
plus an agreed upon market rate of interest which is unrelated to the coupon
rate or maturity of the underlying security. A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is in
effect secured by the value of the underlying security.
Repurchase agreements are considered to be loans by the Portfolio for
purposes of its investment limitations. The repurchase agreements entered into
by the Portfolios will provide that the underlying security at all times shall
have a value at least equal to 102% of the resale price stated in the agreement
(the Adviser monitors compliance with this requirement). Under all repurchase
agreements entered into by the Portfolios, the portfolio must take actual or
constructive possession of the underlying collateral. However, if the seller
defaults, the Portfolios could realize a loss on the sale of the underlying
security to the extent that the proceeds of sale including accrued interest are
less than the resale price provided in the agreement including interest. In
addition, even though the Bankruptcy Code provides protection for most
repurchase agreements, if the seller should be involved in bankruptcy or
insolvency proceedings, the Portfolios may incur delay and costs in selling the
underlying security or may suffer a loss of principal and interest if the
Portfolios are treated as an unsecured creditor and required to return the
underlying security to the seller's estate.
RESTRICTED SECURITIES
The Portfolio may invest in restricted securities that are securities in
which the Trust may otherwise invest as provided in the Prospectus and this
Statement of Additional Information. Restricted securities are securities that
may not be sold freely to the public absent registration under the Securities
Act of 1933, as amended (the "Act"), or an exemption from registration. The
Portfolio may invest up to 15%, of its net assets in illiquid securities,
including restricted securities. The Portfolio may invest in Section 4(2)
commercial paper. Section 4(2) commercial paper is issued in reliance on an
exemption from registration under Section 4(2) of the Act and is generally sold
to institutional investors who purchase for investment. Any resale of such
commercial paper must be in an exempt transaction, usually to an institutional
investor through the issuer or investment dealers who make a market in such
commercial paper. The Trust believes Section 4(2) commercial paper is liquid to
the extent it meets the criteria established by the Board of Trustees of the
Trust. The Trust intends to treat such commercial paper as liquid and not
subject to the investment limitations applicable to illiquid securities or
restricted securities.
<PAGE>
SECURITIES LENDING
The Portfolio may lend securities pursuant to agreements requiring that the
loans be continuously secured by cash, securities of the United States
Government or its agencies, or any combination of cash and such securities, as
collateral equal to 102% of the market value at all times of the securities
lent. Such loans will not be made if, as a result, the aggregate amount of all
outstanding securities loans for the Portfolio exceed one-third of the value of
the Portfolio's total assets taken at fair market value (including any
collateral received in connection with such loans). The Portfolio will continue
to receive interest on the securities lent while simultaneously earning interest
on the investment of the cash collateral in U.S. government securities. However,
the Portfolio will normally pay lending fees to such broker-dealers and related
expenses from the interest earned on invested collateral. There may be risks of
delay in receiving additional collateral or risks of delay in recovery of the
securities or even loss of rights in the collateral should the borrower of the
securities fail financially. However, loans are made only to borrowers deemed by
the Adviser or Sub-Adviser to be of good standing an when, in the judgment of
the Adviser or Sub-Adviser, the consideration which can be earned currently from
such securities loans justifies the attendant risk. Any loan may be terminated
by either party upon reasonable notice to the other party. The Portfolios may
use the Distributor or a broker/dealer affiliate of the Adviser or Sub-Adviser
as a broker in these transactions.
WARRANTS
Warrants give holders the right, but not the obligation, to buy shares of a
company at a given price, usually higher than the market price, during a
specified period.
BANK OBLIGATIONS
The Trust is not prohibited from investing in obligations of banks which are
clients of SEI Investments Company ("SEI"). However, the purchase of shares of
the Trust by them or by their customers will not be a consideration in
determining which bank obligations the Trust will purchase. The Trust will not
purchase obligations of the Adviser or Sub-Adviser.
INVESTMENT LIMITATIONS
FUNDAMENTAL POLICIES
The following policies are fundamental and may not be changed without the
consent of a majority of the Portfolio's outstanding shares. The term "a
majority of the Portfolio's outstanding shares" means the vote of (i) 67% or
more of the Portfolio' shares present at a meeting if more than 50% of the
outstanding shares of the Portfolio are present or represented by proxy, or (ii)
more than 50% of the Portfolio's shares, whichever is less.
The Portfolio may not:
1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States Government, its agencies or instrumentalities and
repurchase agreements involving such securities) if, as a result, more than
5% of the total assets of the Portfolio would be invested in the securities
of such issuer. This restriction applies to 75% of the Portfolio's assets.
2. Purchase any securities which would cause more than 25% of the total assets
of the Portfolio to be invested in the securities of one or more issuers
conducting their principal business activities in the same industry,
provided that this limitation does not apply to (a) investments in the
obligations issued or guaranteed by the United States Government, its
agencies or instrumentalities and repurchase agreements involving such
securities, (b) investments in tax-exempt securities issued by governments
or political subdivisions of governments or (c) obligations issued by
domestic branches of United States banks or United States branches of
foreign banks subject to the same regulations as United States banks. For
purposes of this limitation (i) utility companies will be divided according
to their services, for example, gas, gas transmission, electric and
telephone will each be considered a separate industry; (ii) financial
service companies will be classified according to the end users of their
services,
<PAGE>
for example, automobile finance, bank finance and diversified finance will
each be considered a separate industry; (iii) supranational entities will be
considered to be a separate industry; and (v) loan participations are
considered to be issued by both the issuing bank and the underlying
corporate borrower.
3. Make loans, except that the Portfolio may (i) purchase or hold debt
instruments in accordance with its investment objective and policies; (ii)
enter into repurchase agreements; and (iii) engage in securities lending.
4. Acquire more than 10% of the voting securities of any one issuer.
5. Invest in companies for the purpose of exercising control.
6. Borrow money except for temporary or emergency purposes and then only in an
amount not exceeding one-third of the value of total assets. Any borrowing
will be done from a bank and to the extent that such borrowing exceeds 5% of
the value of the Portfolio's assets, asset coverage of at least 300% is
required. In the event that such asset coverage shall at any time fall below
300%, the Portfolio shall, within three days thereafter or such longer
period as the Securities and Exchange Commission (the "SEC") may prescribe
by rules and regulations, reduce the amount of its borrowings to such an
extent that the asset coverage of such borrowings shall be at least 300%.
This borrowing provision is included solely to facilitate the orderly sale
of portfolio securities to accommodate heavy redemption requests if they
should occur and is not for investment purposes. All borrowings in excess of
5% of the Portfolio's total assets will be repaid before making additional
investments and any interest paid on such borrowings will reduce income.
7. Pledge, mortgage or hypothecate assets except to secure temporary borrowings
permitted by (3) above in aggregate amounts not to exceed 10% of total
assets taken at current value at the time of the incurrence of such loan,
except as permitted with respect to securities lending.
8. Purchase or sell real estate, real estate limited partnership interests,
commodities or commodities contracts. However, subject to their permitted
investments, any Portfolio may invest in companies which invest in real
estate commodities or commodities contracts and may invest in financial
futures contracts and related options.
9. Make short sales of securities, maintain a short position or purchase
securities on margin, except that the Trust may obtain short-term credits as
necessary for the clearance of security transactions.
10. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter under federal securities laws in selling a portfolio
security.
11. Issue senior securities (as defined in the 1940 Act), except in connection
with permitted borrowings as described above or as permitted by rule,
regulation or order of the SEC.
12. Purchase securities of other investment companies except as permitted by
the 1940 Act and the rules and regulations thereunder.
NON-FUNDAMENTAL POLICIES
The following investment limitations of the Portfolios are non-fundamental
and may be changed by the Trust's Board of Trustees without shareholder
approval.
The Portfolio may not invest in illiquid securities in an amount exceeding,
in the aggregate, 15% of the Portfolio's net assets.
The Portfolio may not invest in interests in oil, gas or other mineral
exploration or development programs and oil, gas or mineral leases.
The foregoing percentages, except with respect to borrowings and illiquid
securities, will apply at the time of the purchase of a security and shall not
be considered violated unless an excess occurs or exists immediately after and
as a result of a purchase of such security.
<PAGE>
THE ADVISER
The Trust and Citizens Bank (the "Adviser") have entered into an advisory
agreement (the "Advisory Agreement"). The Advisory Agreement provides that the
Adviser shall not be protected against any liability to the Trust or its
shareholders by reason of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless disregard of its
obligations or duties thereunder.
The Adviser will not be required to bear expenses of any Portfolio of the
Trust to an extent which would result in the Portfolio's inability to qualify as
a regulated investment company under provisions of the Internal Revenue Code of
1986, as amended (the "Code").
The continuance of the Advisory Agreement, after the first two years, must
be specifically approved at least annually (i) by the vote of the Trustees, and
(ii) by the vote of a majority of the Trustees who are not parties to the
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. The Advisory
Agreement will terminate automatically in the event of its assignment, and is
terminable at any time without penalty by the Trustees of the Trust or, with
respect to the Portfolios by a majority of the outstanding shares of the
Portfolios, on not less than 30 days' nor more than 60 days' written notice to
the Adviser, or by the Adviser on 90 days' written notice to the Trust.
The Adviser's principal place of business is 328 S. Saginaw Street, Flint,
Michigan 48502, and was incorporated in 1871 in the state of Michigan. Citizens
Bank is a wholly owned subsidiary of Citizens Banking Corporation. Citizens
Banking Corporation is an interstate bank holding company with over $
billion in assets and banking offices in Michigan and Illinois. As of
, 1998, the Adviser's total assets under management were $
billion. The Adviser has managed bank common funds, pension plan assets and
personal trust assets since 1927.
[INSERT ADVISORY FEE INFORMATION]
THE SUB-ADVISER
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT
Nicholas-Applegate Capital Management ("Nicholas-Applegate") serves as
sub-adviser to the Portfolio. The Adviser and Nicholas-Applegate have entered
into a sub-advisory agreement. Pursuant to the sub-advisory agreement,
Nicholas-Applegate is entitled to receive a fee at the annual rate of [.40%] of
the Portfolio's average daily net assets.
<PAGE>
THE ADMINISTRATOR
SEI Investments Mutual Funds Services (the "Administrator"), serves as the
administrator of the Trust. The Administrator provides the Trust with
administrative services, including regulatory reporting and all necessary office
space, equipment, personnel and facilities pursuant to an administration
agreement to the Trust (the "Administration Agreement"). For these
administrative services, the Administrator is entitled to a fee from the
Portfolio, which is calculated daily and paid monthly, at an annual rate of .20%
of the average daily net assets of the Portfolio. [Minimum Fee]?
The Administration Agreement provides that the Administrator shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Portfolio in connection with the matters to which the Administration
Agreement relates, except a loss resulting from willful misfeasance, bad faith
or gross negligence on the part of the Administrator in the performance of its
duties or from reckless disregard of its duties and obligations thereunder.
The Administration Agreement shall remain in effect for its initial five
year term and shall continue in effect for successive three-year periods.
The Administrator, a Delaware business trust, has its principal business
offices at Oaks, Pennsylvania 19456. SEI Investments Management Corporation
("SIMC"), a wholly-owned subsidiary of SEI Investments Company ("SEI
Investments"), is the owner of all beneficial interest in the Administrator. SEI
Investments and its subsidiaries and affiliates, including the Administrator,
are leading providers of funds evaluation services, trust accounting systems,
and brokerage and information services to financial institutions, institutional
investors, and money managers. The Administrator and its affiliates also serve
as administrator or sub-administrator to the following other mutual funds: The
Achievement Funds Trust, The Advisors' Inner Circle Fund, ARK Funds, Armada
Funds, Bishop Street Funds, Boston 1784 Funds-Registered Trademark-, CrestFunds,
Inc., CUFUND, The Expedition Funds, First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds,
Monitor Funds, The Nevis Funds, Oak Associates Funds, The PBHG Funds, Inc., PBHG
Advisor Funds, Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI
Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional International Trust, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt Trust, STI
Classic Funds, STI Classic Variable Trust, TIP Funds and Alpha Select Funds.
The Administrator will not be required to bear expenses of the Portfolio to
an extent which would result in the Portfolio's inability to qualify as a
regulated investment company under provisions of the Code. The term "expenses"
is defined in such laws or regulations, and generally excludes brokerage
commissions, distribution expenses, taxes, interest and extraordinary expenses.
THE DISTRIBUTOR
SEI Investments Distribution Co. (the "Distributor"), a wholly-owned
subsidiary of SEI, and the Trust are parties to a distribution agreement (the
"Distribution Agreement"), which applies to both Institutional and Class A
shares of the Portfolios. The Distribution Agreement shall be reviewed and
ratified at least annually (i) by the Trust's Trustees or by the vote of a
majority of the outstanding shares of the Trust, and (ii) by the vote of a
majority of the Trustees of the Trust who are not parties to the Distribution
Agreement or interested persons (as defined in the 1940 Act) of any party to the
Distribution Agreement, cast in person at a meeting called for the purpose of
voting on such approval. The Distribution Agreement will terminate in the event
of any assignment, as defined in the 1940 Act, and is terminable with respect to
a particular Portfolio on not less than 60 days' notice by the Trust's Trustees,
by vote of a majority of the outstanding shares of such Portfolio or by the
Distributor. The Distributor will receive no compensation for distribution of
Institutional shares. Class A has a distribution plan (the "Class A Distribution
Plan").
<PAGE>
CLASS A DISTRIBUTION PLAN
The Distribution Agreement and the Class A Distribution Plan adopted by the
Class A shareholders provides that the Class A shares of each Portfolio will pay
the Distributor a fee of .25% of the average daily net assets which the
Distributor can use to compensate/broker dealers and service providers,
including the Adviser and its affiliates which provide administrative and/or
distribution services to the Class A shareholders or their customers who
beneficially own Class A shares.
The Distribution Agreement is renewable annually and may be terminated by
the Distributor, the Qualified Trustees (defined below), or by a majority vote
of the outstanding securities of the
Trust upon not more than 60 days' written notice by either party.
The Trust has adopted the Class A Distribution Plan in accordance with the
provisions of Rule 12b-1 under the 1940 Act which regulates circumstances under
which an investment company may directly or indirectly bear expenses relating to
the distribution of its shares. Continuance of the Class A Distribution Plan
must be approved annually by a majority of the Trustees of the Trust and by a
majority of the Trustees who are not interested persons of the Trust, and have
no direct or indirect financial interest in the operation of such Class A
Distribution Plan or any agreements related to it ("Qualified Trustees"). The
Class A Distribution Plan requires that quarterly written reports of amounts
spent under the Class A Distribution Plan and the purposes of such expenditures
be furnished to and reviewed by the Trustees. The Class A Distribution Plan may
not be amended to increase materially the amount which may be spent thereunder
without approval by a majority of the outstanding shares of the Trust. All
material amendments of the Plan will require approval by a majority of the
Trustees of the Trust and of the Qualified Trustees.
THE TRANSFER AGENT
DST Systems, Inc., 330 W. 9th Street, Kansas City, MO 64105 serves as the
Trust's transfer agent.
THE CUSTODIAN
First Union National Bank, Broad and Chestnut Streets, P.O. Box 7618,
Philadelphia, Pennsylvania 19101 acts as custodian (the "Custodian") of the
Portfolio. The Custodian holds cash, securities and other assets of the
Portfolio as required by the 1940 Act.
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP serves as independent public accountants for the
Trust.
LEGAL COUNSEL
Morgan, Lewis & Bockius LLP 1800 M Street, N.W., Washington, D.C. serves as
legal counsel to the Trust.
TRUSTEES AND OFFICERS OF THE TRUST
The management and affairs of the Trust are supervised by the Trustees under
the laws of the Commonwealth of Massachusetts. The Trustees have approved
contracts under which, as described above, certain companies provide essential
management services to the Trust. The Trust pays the fees for unaffiliated
Trustees.
The Trustees and Executive Officers of the Trust, their respective dates of
birth, and their principal occupations for the last five years are set forth
below. Each may have held other positions with the named companies during that
period. Unless otherwise noted, the business address of each Trustee and each
Executive Officer is SEI Investments Company, Oaks, Pennsylvania 19456. Certain
officers of the Trust also serve as officers of some or all of the following:
The Achievement Funds Trust, The Advisors' Inner Circle Fund, ARK Funds, Armada
Funds, Bishop Street Funds, Boston 1784 Funds-Registered Trademark-, CrestFunds,
Inc., CUFUND, The Expedition Funds, First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds,
Monitor Funds, Oak Associates Funds, The PBHG
<PAGE>
Funds, Inc., PBHG Advisor Funds, Inc., PBHG Insurance Series Fund, Inc., The
Pillar Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional International Trust, SEI Institutional Investments
Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust, SEI Tax Exempt
Trust, STI Classic Funds, STI Classic Variable Trust, TIP Funds and Alpha Select
Funds, each of which is an open-end management investment company managed by SEI
Investments Mutual Funds Services or its affiliates and, except for PBHG Advisor
Funds, Inc., distributed by SEI Investments Distribution Co.
ROBERT A. NESHER (DOB 08/17/46)--Chairman of the Board of
Trustees*--Currently performs various services on behalf of SEI Investments for
which Mr. Nesher is compensated. Executive Vice President of SEI Investments,
1986-1994. Director and Executive Vice President of the Administrator and the
Distributor, 1981-1994. Trustee of The Advisors' Inner Circle Fund, Boston 1784
Funds-Registered Trademark-, The Expedition Funds, Oak Associates Funds, Pillar
Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Institutional International Trust, SEI Liquid Asset Trust and SEI Tax Exempt
Trust.
JOHN T. COONEY (DOB 01/20/27)--Trustee**--Vice Chairman of Ameritrust Texas
N.A., 1989-1992, and MTrust Corp., 1985-1989. Trustee of The Advisors' Inner
Circle Fund, The Expedition Funds, and Oak Associates Funds.
WILLIAM M. DORAN (DOB 05/26/40)--Trustee*--1701 Market Street, Philadelphia,
PA 19103-2921. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the
Trust, SEI Investments, the Administrator and the Distributor. Director and
Secretary of SEI Investments and Secretary of the Administrator and the
Distributor. Trustee of The Advisors' Inner Circle Fund, The Expedition Funds,
Oak Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI
Index Funds, SEI Institutional Investments Trust, SEI Institutional Managed
Trust, SEI Institutional International Trust, SEI Liquid Asset Trust and SEI Tax
Exempt Trust.
ROBERT A. PATTERSON (DOB 11/05/27)--Trustee**--Pennsylvania State
University, Senior Vice President, Treasurer (Emeritus). Financial and
Investment Consultant, Professor of Transportation (1984-present). Vice
President-Investments, Treasurer, Senior Vice President (Emeritus) (1982-1984).
Director, Pennsylvania Research Corp.; Member and Treasurer, Board of Trustees
of Grove City College. Trustee of The Advisors' Inner Circle Fund, The
Expedition Funds and Oak Associates Funds.
EUGENE B. PETERS (DOB 06/03/29)--Trustee**--Private investor from 1987 to
present. Vice President and Chief Financial Officer, Western Company of North
America (petroleum service company) (1980-1986). President of Gene Peters and
Associates (import company) (1978-1980). President and Chief Executive Officer
of Jos. Schlitz Brewing Company before 1978. Trustee of The Advisors' Inner
Circle Fund, The Expedition Funds and Oak Associates Funds.
JAMES M. STOREY (DOB 04/12/31)--Trustee**--Partner, Dechert Price & Rhoads,
from September 1987--December 1993; Trustee of The Advisors' Inner Circle Fund,
The Expedition Funds, Oak Associates Funds, SEI Asset Allocation Trust, SEI
Daily Income Trust, SEI Index Funds, SEI Institutional Investments Trust, SEI
Institutional Managed Trust, SEI Institutional International Trust, SEI Liquid
Asset Trust and SEI Tax Exempt Trust.
TODD B. CIPPERMAN (DOB 02/14/66)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of SEI Investments, the
Administrator and the Distributor since 1995. Associate, Dewey Ballantine (law
firm), 1994-1995. Associate, Winston & Strawn (law firm) 1991-1994.
JAMES R. FOGGO (DOB 06/30/64)--Vice President and Assistant Secretary--Vice
President and Assistant Secretary of the Administrator and the Distributor since
1998. Associate, Paul Weiss, Rifkind, Wharton & Garrison (law firm), 1998.
Associate, Baker & McKenzie (law firm), 1995-1998. Associate, Battle Fowler
L.L.P. (law firm), 1993-1995. Operations Manager, The Shareholder Services
Group, Inc., 1986-1990.
LYDIA A. GAVALIS (DOB 06/05/64)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Administrator and the
Distributor since 1998. Assistant General Counsel and Director of Arbitration,
Philadelphia Stock Exchange, 1989-1998.
<PAGE>
KATHY HEILIG (DOB 12/21/58)--Vice President and Assistant
Secretary--Treasurer of SEI Investments since 1997; Assistant Controller of SEI
Investments since 1995; Vice President of SEI Investments since 1991; Director
of Taxes of SEI Investments, 1987 to 1991. Tax Manager, Arthur Anderson LLP
prior to 1987.
JOSEPH M. O'DONNELL (DOB 11/13/54)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Administrator and the
Distributor since 1998. Vice President and General Counsel, FPS Services, Inc.,
1993-1997. Staff Counsel and Secretary, Provident Mutual Family of Funds,
1990-1993.
SANDRA K. ORLOW (DOB 10/18/53)--Vice President and Assistant
Secretary--Secretary of the Distributor since 1998; Vice President of the
Distributor since 1988. Vice President and Assistant Secretary of SEI
Investments since 1988. Assistant Secretary of the Distributor from 1988 to
1998.
KEVIN P. ROBINS (DOB 04/15/61)--Vice President and Assistant
Secretary--Senior Vice President and General Counsel of SEI Investments, the
Administrator and the Distributor since 1994. Assistant Secretary of SEI
Investments since 1992; Secretary of the Administrator since 1994. Vice
President, General Counsel and Assistant Secretary of the Administrator and the
Distributor, 1992-1994. Associate, Morgan, Lewis & Bockius LLP (law firm),
1988-1992.
LYNDA J. STRIEGEL (DOB 10/30/48)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Administrator and the
Distributor since 1998. Senior Asset Management Counsel, Barnett Banks, Inc.,
1997-1998. Partner, Groom and Nordberg, Chartered, 1996-1997. Associate General
Counsel, Riggs Bank, N.A., 1991-1995.
MARK E. NAGLE (DOB 10/20/59)--Controller and Chief Financial Officer--Vice
President of Fund Accounting and Administration for SEI Fund Resources and Vice
President of the Administrator since 1996. Vice President of the Distributor
since December 1997. Vice President, Fund Accounting, BISYS Fund Services,
September 1995 to November 1996. Senior Vice President and Site Manager,
Fidelity Investments 1981 to September 1995.
JOHN H. GRADY, JR. (DOB 06/01/61)--Secretary--1701 Market Street,
Philadelphia, PA 19103-2921, Partner since 1995, Morgan, Lewis & Bockius LLP
(law firm), counsel to the Trust, SEI Investments, the Administrator and the
Distributor.
- ------------------------
* Messrs. Nesher and Doran are Trustees who may be deemed to be "interested"
persons of the Portfolio as that term is defined in the 1940 Act.
** Messrs. Cooney, Patterson, Peters and Storey serve as members of the Audit
Committee of the Portfolio.
The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays the fees for unaffiliated Trustees.
CALCULATION OF TOTAL RETURN
From time to time, the Portfolio, may advertise total return. The total
return of the Portfolio refers to the average compounded rate of return to a
hypothetical investment for designated time periods (including but not limited
to, the period from which the Portfolio commenced operations through the
specified date), assuming that the entire investment is redeemed at the end of
each period. In particular, total return will be calculated according to the
following formula: P (1+T)(n) = ERV, where P = a hypothetical initial payment of
$1,000; T = average annual total return; n = number of years; and ERV = ending
redeemable value of a hypothetical $1,000 payment made at the beginning of the
designated time period as of the end of such period.
<PAGE>
PURCHASE AND REDEMPTION OF SHARES
Purchases and redemptions may be made through the Distributor on a day on
which the New York Stock Exchange is open for business. Shares of the Portfolios
are offered on a continuous basis. Currently, the holidays observed by the Trust
and the New York Stock Exchange are as follows: New Year's Day, Presidents' Day,
Martin Luther King Jr. Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
It is currently the Trust's policy to pay for the redemptions in cash. The
Trust retains the right, however, to alter this policy to provide for
redemptions in whole or in part by a distribution in-kind of securities held by
the Portfolios in lieu of cash. Shareholders may incur brokerage charges on the
sale of any such securities so received in payment of redemptions. However, a
shareholder will at all times be entitled to aggregate cash redemptions from all
Portfolios of the Trust during any 90-day period of up to the lesser of $250,000
or 1% of the Trust's net assets.
The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of
disposal or valuation of the Portfolio's securities is not reasonably
practicable, or for such other periods as the SEC has by order permitted. The
Trust also reserves the right to suspend sales of shares of the Portfolio for
any period during which the New York Stock Exchange, the Adviser, the applicable
Sub-Adviser, the Administrator and/or the Custodian are not open for business.
LETTER OF INTENT
Reduced sales charges are also applicable to the aggregate amount of
purchases made by any such purchaser previously enumerated within a 13-month
period pursuant to a written Letter of Intent provided to the Trust's transfer
agent, that does not legally bind the signer to purchase any set number of
shares and provides for the holding in escrow by the Administrator of 5% of the
amount purchased until such purchase is completed within the 13-month period. A
Letter of Intent may be dated to include shares purchased up to 90 days prior to
the date the Letter of Intent is signed. The 13-month period begins on the date
of the earliest purchase. If the intended investment is not completed, the
Administrator will surrender an appropriate number of the escrowed shares for
redemption in order to recover the difference between the sales charge on the
shares purchased at the reduced rate and the sales charge otherwise applicable
to the total shares purchased.
DETERMINATION OF NET ASSET VALUE
The securities of the Portfolio are valued by the Administrator pursuant to
valuations provided by an independent pricing service. The pricing service
relies primarily on prices of actual market transactions as well as trader
quotations. However, the service may also use a matrix system to determine
valuations of fixed income securities, which system considers such factors as
security prices, yields, maturities, call features, ratings and developments
relating to specific securities in arriving at valuations. The procedures of the
pricing service and its valuations are reviewed by the officers of the Trust
under the general supervision of the Trustees.
TAXES
The following is only a summary of certain additional federal income tax
considerations generally affecting the Portfolio and its shareholders that are
not described in the Fund's prospectus. No attempt is made to present a detailed
explanation of the tax treatment of the Portfolioor its shareholders, and the
discussion here and in the Fund's prospectus is not intended as a substitute for
careful tax planning. Shareholders are urged to consult their tax advisors with
specific reference to their own tax situations, including their state and local
tax liabilities.
<PAGE>
FEDERAL INCOME TAX TREATMENT OF DIVIDENDS AND DISTRIBUTIONS
The following general discussion of certain federal income tax consequences
is based on the Internal Revenue Code of 1986, as amended (the "Code") and the
regulations issued thereunder as in effect on the date of this Statement of
Additional Information. New legislation, as well as administrative changes or
court decisions, may significantly change the conclusions expressed herein, and
may have a retroactive effect with respect to the transactions contemplated
herein.
QUALIFICATION AS REGULATED INVESTMENT COMPANY
The Portfolio intends to qualify and elect ro be treated as a "regulated
investment company" ("RIC") as defined under Subchapter M of the Code. By
following such a policy, the Portfolio expects to eliminate or reduce to a
nominal amount the federal taxes to which it may be subject.
In order to qualify as a RIC, the Portfolio must distribute at least 90% of
its net investment income (generally, includes dividends, taxable interest, and
the excess of net short-term capital gains over net long-term capital losses
less operating expenses) and at least 90% of its net tax exempt interest income,
for each tax year, if any, to its shareholders and also must meet several
additional requirements. Among these requirements are the following: (i) at
least 90% of the Fund's gross income each taxable year must be derived from
dividends, interest, payments with respect to securities loans and gains from
the sale or other disposition of stock or securities, or certain other income;
(ii) at the close of each quarter of the Fund's taxable year, at least 50% of
the value of its total assets must be represented by cash and cash items, U.S.
Government securities, securities of other RICs and other securities, with such
other securities limited, in respect to any one issuer, to an amount that does
not exceed 5% of the value of the Fund's assets and that does not represent more
than 10% of the outstanding voting securities of such issuer; and (iii) at the
close of each quarter of the Fund's taxable year, not more than 25% of the value
of its assets may be invested in securities (other than U.S. Government
securities or the securities of other RICs) of any one issuer or of two or more
issuers that the Portfoliocontrols or that are engaged in the same, similar or
related trades or business.
Although the Portfolio intends to distribute substantially all of its net
investment income and may distribute its capital gains for any taxable year, the
Portfolio will be subject to federal income taxation to the extent any such
income or gains are not distributed.
If the Portfolio fails to qualify for any taxable year as a RIC, all of its
taxable income will be subject to tax at regular corporate income tax rates
without any deduction for distributions to shareholders and such distributions
generally will be taxable to shareholders as ordinary dividends to the extent of
the Fund's current and accumulated earnings and profits. In this event,
distributions generally will be eligible for the dividends-received deduction
for corporate shareholders.
PORTFOLIO DISTRIBUTIONS
Distributions of investment company taxable income will be taxable to
shareholders as ordinary income, regardless of whether such distributions are
paid in cash or are reinvested in additional Shares, to the extent of the Fund's
earnings and profits. The Portfolio anticipates that it will distribute
substantially all of its investment company taxable income for each taxable
year.
The Portfolio may either retain or distribute to shareholders its excess of
net long-term capital gains over net short-term capital losses ("net capital
gains"). If such gains are distributed as a capital gains distribution, they are
taxable to shareholders who are individuals at a maximum rate of 20%, regardless
of the length of time the shareholder has held shares. If any such gains are
retained, the Portfolio will pay federal income tax thereon.
In the case of corporate shareholders, distributions (other than capital
gains distributions) from a RIC, generally qualify for the dividends-received
deduction only to the extent of the gross amount of qualifying dividends
received by the Portfolio for the year. Generally, and subject to certain
limitations, a dividend will be treated as a qualifying dividend if it has been
received from a domestic corporation. Accordingly, such distributions will
generally qualify for the corporate dividends-received deduction.
<PAGE>
Ordinarily, investors should include all dividends as income in the year of
payment. However, dividends declared payable to shareholders of record in
December of one year, but paid in January of the following year, will be deemed
for tax purposes to have been received by the shareholder and paid by the
Portfolioin the year in which the dividends were declared.
The Portfolio will provide a statement annually to shareholders as to the
federal tax status of distributions paid (or deemed to be paid) by the Portfolio
during the year, including the amount of dividends eligible for the corporate
dividends-received deduction.
SALE OR EXCHANGE OF PORTFOLIO SHARES
Generally, gain or loss on the sale or exchange of a Share will be capital
gain or loss that will be long-term if the Share has been held for more than
twelve months and otherwise will be short-term. For individuals, long-term
capital gains are currently taxed at a maximum rate of 20% and short-term
capital gains are currently taxed at ordinary income tax rates. However, if a
shareholder realizes a loss on the sale, exchange or redemption of a Share held
for six months or less and has previously received a capital gains distribution
with respect to the Share (or any undistributed net capital gains of the
Portfolio with respect to such Share are included in determining the
shareholder's long-term capital gains), the shareholder must treat the loss as a
long-term capital loss to the extent of the amount of the prior capital gains
distribution (or any undistributed net capital gains of the Portfolio that have
been included in determining such shareholder's long-term capital gains). In
addition, any loss realized on a sale or other disposition of Shares will be
disallowed to the extent an investor repurchases (or enters into a contract or
option to repurchase) Shares within a period of 61 days (beginning 30 days
before and ending 30 days after the disposition of the Shares). This loss
disallowance rule will apply to Shares received through the reinvestment of
dividends during the 61-day period.
In certain cases, the Portfolio will be required to withhold, and remit to
the United States Treasury, 31% of any distributions paid to a shareholder who
(1) has failed to provide a correct taxpayer identification number, (2) is
subject to backup withholding by the Internal Revenue Service, or (3) has failed
to certify to the Portfolio that such shareholder is not subject to backup
withholding.
FEDERAL EXCISE TAX
If the Portfolio fails to distribute in a calendar year at least 98% of its
ordinary income for the year and 98% of its capital gain net income (the excess
of short and long term capital gains over short and long term capital losses)
for the one-year period ending October 31 of that year (and any retained amount
from the prior calendar year), the Portfolio will be subject to a nondeductible
4% Federal excise tax on the undistributed amounts. The Portfolio intends to
make sufficient distributions to avoid imposition of this tax, or to retain, at
most its net capital gains and pay tax thereon.
STATE AND LOCAL TAXES
The Portfolio is not liable for any income or franchise tax in Massachusetts
if it qualifies as a RIC for federal income tax purposes. Distributions by the
Portfolio to shareholders and the ownership of shares may be subject to state
and local taxes.
PORTFOLIO TRANSACTIONS
The Trust has no obligation to deal with any dealer or group of dealers in
the execution of transactions in portfolio securities. Subject to policies
established by the Trustees, the Adviser and/or Sub-Adviser(s) is responsible
for placing the orders to execute transactions for the Portfolios. In placing
orders, it is the policy of the Trust to seek to obtain the best net results
taking into account such factors as price (including the applicable dealer
spread), the size, type and difficulty of the transaction involved, the firm's
general execution and operational facilities, and the firm's risk in positioning
the securities involved. While the Adviser and/or Sub-Adviser(s) generally seek
reasonably competitive spreads or commissions, the Trust will not necessarily be
paying the lowest spread or commission available if the difference is reasonably
justified by other aspects of the portfolio execution securities offered.
<PAGE>
TRADING PRACTICES AND BROKERAGE
The Adviser and/or Sub-Adviser select brokers or dealers to execute
transactions for the purchase or sale of portfolio securities on the basis of
its judgment of their professional capability to provide the service. The
primary consideration is to have brokers or dealers execute transactions at best
price and execution. Best price and execution refers to many factors, including
the price paid or received for a security, the commission charged, the
promptness and reliability of execution, the confidentiality and placement
accorded the order and other factors affecting the overall benefit obtained by
the account on the transaction. The Adviser's and/or a Sub-Adviser's
determination of what are reasonably competitive rates is based upon the
professional knowledge of its trading department as to rates paid and charged
for similar transactions throughout the securities industry. In some instances,
the Adviser and/or a SubAdviser pays a minimal share transaction cost when the
transaction presents no difficulty. Some trades are made on a net basis where
the Adviser and/or a Sub-Adviser either buys securities directly from the dealer
or sells them to the dealer. In these instances, there is no direct commission
charged but there is a spread (the difference between the buy and sell price)
which is the equivalent of a commission.
The Adviser and/or Sub-Adviser(s) may allocate out of all commission
business generated by all of the funds and accounts under management by the
Adviser and/or Sub-Adviser(s), brokerage business to brokers or dealers who
provide brokerage and research services. These research services include advice,
either directly or through publications or writings, as to the value of
securities, the advisability of investing in, purchasing or selling securities,
and the availability of securities or purchasers or sellers of securities;
furnishing of analyses and reports concerning issuers, securities or industries;
providing information on economic factors and trends, assisting in determining
portfolio strategy, providing computer software used in security analyses, and
providing portfolio performance evaluation and technical market analyses. Such
services are used by the Adviser and/or Sub-Adviser(s) in connection with its
investment decision-making process with respect to one or more funds and
accounts managed by it, and may not be used exclusively with respect to the fund
or account generating the brokerage.
As provided in the Securities Exchange Act of 1934, as amended (the "1934
Act"), higher commissions may be paid to broker/dealers who provide brokerage
and research services than to broker/dealers who do not provide such services if
such higher commissions are deemed reasonable in relation to the value of the
brokerage and research services provided. Although transactions are directed to
broker/ dealers who provide such brokerage and research services, the Adviser
and/or Sub-Adivser(s) believes that the commissions paid to such broker/dealers
are not, in general, higher than commissions that would be paid to
broker/dealers not providing such services and that such commissions are
reasonable in relation to the value of the brokerage and research services
provided. In addition, portfolio transactions which generate commissions or
their equivalent are directed to broker/dealers who provide daily portfolio
pricing services to the Adviser and/or Sub-Adviser(s). Subject to best price and
execution, commissions used for pricing may or may not be generated by the funds
receiving the pricing service.
The Adviser and/or Sub-Adviser may place a combined order for two or more
accounts or funds engaged in the purchase or sale of the same security if, in
its judgment, joint execution is in the best interest of each participant and
will result in best price and execution. Transactions involving commingled
orders are allocated in a manner deemed equitable to each account or fund. It is
believed that the ability of the accounts to participate in volume transactions
will generally be beneficial to the accounts and funds. Although it is
recognized that, in some cases, the joint execution of orders could adversely
affect the price or volume of the security that a particular account or trust
may obtain, it is the opinion of the Adviser and/ or Sub-Adviser and the Trust's
Board of Directors that the advantages of combined orders outweigh the possible
disadvantages of separate transactions.
Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc., and subject to seeking best price and execution, the Adviser
and/or Sub-Adviser may give consideration to sales of shares of the Adviser
and/or Sub-Adviser as a factor in the selection of brokers and dealers to
execute portfolio transactions for such Portfolio.
It is expected that the Adviser and/or Sub-Adviser may execute brokerage or
other agency transactions through the Distributor or an affiliate of the
Adviser, both of which are registered broker-dealers, for a
<PAGE>
commission in conformity with the 1940 Act, the 1934 Act and the rules
promulgated thereunder by the SEC. Under these provisions, the Distributor or an
affiliate of the Adviser is permitted to receive and retain compensation for
effecting portfolio transactions for the Portfolio on an exchange if a written
contract is in effect between the Distributor and the Trust expressly permitting
the Distributor or an affiliate of the Adviser to receive and retain such
compensation. These rules further require that commissions paid to the
Distributor by the Portfolio for exchange transactions not exceed "usual and
customary" brokerage commissions. The rules define "usual and customary"
commissions to include amounts which are "reasonable and fair compared to the
commission, fee or other remuneration received or to be received by other
brokers in connection with comparable transactions involving similar securities
being purchased or sold on a securities exchange during a comparable period of
time." In addition, the Adviser and/or Sub-Adviser may direct commission
business to one or more designated broker/dealers in connection with such
broker/dealer's provision of services to the Portfolio or payment of certain
Portfolio expenses (E.G., custody, pricing and professional fees). The Trustees,
including those who are not "interested persons" of the Trust, have adopted
procedures for evaluating the reasonableness of commissions paid to the
Distributor and will review these procedures periodically.
The Trust is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act) which the Trust has acquired
during its most recent fiscal year. As of January 31, 1999, the Portfolio had
not yet commenced operations.
DESCRIPTION OF SHARES
The Declaration of Trust authorizes the issuance of an unlimited number of
shares of the Portfolios each of which represents an equal proportionate
interest in that Portfolio with each other share. Shares are entitled upon
liquidation to a pro rata share in the net assets of the Portfolios.
Shareholders have no preemptive rights. The Declaration of Trust provides that
the Trustees of the Trust may create additional series of shares. All
consideration received by the Trust for shares of any additional series and all
assets in which such consideration is invested would belong to that series and
would be subject to the liabilities related thereto. Share certificates
representing shares will not be issued.
SHAREHOLDER LIABILITY
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust could,
under certain circumstances, be held personally liable as partners for the
obligations of the trust. Even if, however, the Trust were held to be a
partnership, the possibility of its shareholders incurring financial loss for
that reason appears remote because the Trust's Declaration of Trust contains an
express disclaimer of shareholder liability for obligations of the Trust and
requires that notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by or on behalf of the Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of the Trust property for any shareholder held personally liable for the
obligations of the Trust.
LIMITATION OF TRUSTEES' LIABILITY
The Declaration of Trust provides that a Trustee shall be liable only for
his or her own willful defaults and, if reasonable care has been exercised in
the selection of officers, agents, employees or investment advisers, shall not
be liable for any neglect or wrongdoing of any such person. The Declaration of
Trust also provides that the Trust will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with actual or
threatened litigation in which they may be involved because of their offices
with the Trust unless it is determined in the manner provided in the Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust. However, nothing in the
Declaration of Trust shall protect or indemnify a Trustee against any liability
for his willful misfeasance, bad faith, gross negligence or reckless disregard
of his duties.
<PAGE>
YEAR 2000
The Trust depends on the smooth functioning of computer systems in almost
every aspect of its business. Like other mutual funds, businesses and
individuals around the world, the Trust could be adversely affected if the
computer systems used by its service providers do not properly process dates on
and after January 1, 2000 and distinguish between the year 2000 and the year
1900. The Trust has asked its service providers whether they expect to have
their computer systems adjusted for the year 2000 transition, and received
assurances from each that its system is expected to accommodate the year 2000
without material adverse consequences to the Trust. The Trust and its
shareholders may experience losses if these assurances prove to be incorrect or
as a result of year 2000 computer difficulties experienced by issuers of
portfolio securities or third parties, such as custodians, banks, broker-dealers
or others with which the Trust does business.
<PAGE>
PART C: OTHER INFORMATION
POST-EFFECTIVE AMENDMENT NO. 22
ITEM 23. EXHIBITS:
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(a) Registrant's Agreement and Declaration of Trust(1), originally filed with the
Registrant's Registration Statement on Form N-1A (File No. 33-50718) with the
Securities and Exchange Commission on August 11, 1992, is incorporated herein by
reference as exhibit 1 to Post-Effective Amendment No. 17 filed with the Securities
and Exchange Commission on April 2, 1997.
(b) Registrant's By-Laws are incorporated herein by reference to Post-Effective
Amendment No. 20 to Registrant's Registration Statement on Form N-1A (File No.
33-50718), filed with the Securities and Exchange Commission on March 30, 1998.
(c) Not Applicable.
(d)(1) 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) with Pre-Effective Amendment No. 2 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) with the Securities and Exchange
Commission on January 13, 1993, is incorporated herein by reference as exhibit 5(a)
to Post-Effective Amendment No. 17 filed with the Securities and Exchange
Commission on April 2, 1997.
(d)(2) 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.
(d)(3) Investment Advisory Agreement between the Registrant and One Valley Bank, National
Association with respect to the OVB Portfolios, originally filed as exhibit 5(h)
with Post-Effective Amendment No. 6 to Registrant's Registration Statement on Form
N-1A (File No. 33-50718) with the Securities and Exchange Commission on September
23, 1993, is incorporated herein by reference as exhibit 5(d) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission on April 2,
1997.
(d)(4) 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) with
Post-Effective Amendment No. 6 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) with the Securities and Exchange Commission on September 23,
1993, is incorporated herein by reference as exhibit 5(e) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission on April 2,
1997.
(d)(5) 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), with Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718) with the
Securities and Exchange Commission on June 2, 1994, is incorporated herein by
reference as exhibit 5(f) to Post-Effective Amendment No. 17 filed with the
Securities and Exchange Commission on April 2, 1997.
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(d)(6) 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) with 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 is incorporated herein by
reference as exhibit 5(g) to Post-Effective Amendment No. 18 filed with the
Securities and Exchange Commission on May 30, 1997.
(d)(7) 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) with Post-Effective Amendment No. 13 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718) with the
Securities and Exchange Commission on August 11, 1995, is incorporated herein by
reference as exhibit 5(h) to Post-Effective Amendment No. 17 filed with the
Securities and Exchange Commission on April 2, 1997.
(d)(8) 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.
(d)(9) Investment Advisory Agreement between the Registrant and One Valley Bank, National
Association with respect to the OVB Equity Income Portfolio, is incorporated herein
by reference to Post-Effective Amendment No. 16 to the Registrant's Registration
Statement on Form N-1A (File No. 33-50718) filed with the Securities and Exchange
Commission on February 28, 1997.
(d)(10) Investment Sub-Advisory Agreement by and among the Registrant, Citizens Bank and
Systematic Financial Management, L.P. with respect to the Golden Oak Value
Portfolio is incorporated herein by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on March 30, 1998.
(d)(11) Amendment to Investment Sub-Advisory Agreement between Citizens Bank and Systematic
Financial Management, L.P. with respect to the Golden Oak Value Portfolio is
incorporated here in by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on March 30, 1998.
(e)(1) Distribution Agreement between Registrant and SEI Financial Services Company,
originally filed with Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) with the Securities and Exchange
Commission on October 14, 1992, is incorporated herein by reference as exhibit 6(a)
to Post-Effective Amendment No. 17 filed with the Securities and Exchange
Commission on April 2, 1997.
(e)(2) 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.
(e)(3) 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.
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(e)(4) 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.
(e)(5) Amendment to Transfer Agent Agreement between Registrant and Crestar Bank dated
August 1, 1994 is incorporated herein by reference to Post-Effective Amendment No.
20 to Registrant's Registration Statement on Form N-1A (File No. 33-50718), filed
with the Securities and Exchange Commission on March 30, 1998.
(f) Not Applicable.
(g)(1) Custodian Agreement between Registrant and CoreStates Bank N.A., originally filed
with Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form
N-1A (File No. 33-50718) with the Securities and Exchange Commission on October 14,
1992, is incorporated herein by reference as exhibit 8(a) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission on April 2,
1997.
(g)(2) Custodian Agreement between Registrant and Crestar Bank, originally filed with
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, is incorporated herein by reference as exhibit 8(b) to Post-Effective
Amendment No. 18 filed with the Securities and Exchange Commission on May 30, 1997.
(g)(3) Amendment to Custodian Agreement between Registrant and Crestar Bank dated August
1, 1994 is incorporated herein by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on March 30, 1998.
(h)(1) 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.
(h)(2) 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 is
incorporated herein by reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with the Securities
and Exchange Commission on March 30, 1998.
(h)(3) Schedule relating to U.S. Government Securities Money Fund, to Administration
Agreement by and between Registrant and SEI Financial Management Corporation is
incorporated herein by reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with the Securities
and Exchange Commission on March 30, 1998.
(h)(4) Schedule dated May 19, 1997, relating to the Golden Oak Portfolios, to
Administration Agreement by and between Registrant and SEI Fund Resources is
incorporated herein by reference to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with the Securities
and Exchange Commission on March 30, 1998.
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(h)(5) 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) with Post-Effective Amendment No. 12 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) with the Securities and Exchange
Commission on May 31, 1995, is incorporated herein by reference as exhibit 9(e) to
Post-Effective Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
(h)(6) Administration Agreement between Registrant and SEI Financial Management
Corporation with Schedule dated August 1, 1994, originally filed as exhibit 5(p)
with Post-Effective Amendment No. 12 to Registrant's Registration Statement on Form
N-1A (File No. 33-50718) with the Securities and Exchange Commission on May 31,
1995, is incorporated herein by reference as exhibit 9(f) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission on April 2,
1997.
(h)(7) 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) with Post-Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718) with the Securities and Exchange
Commission on August 11, 1995, is incorporated herein by reference as exhibit 9(g)
to Post-Effective Amendment No. 17 filed with the Securities and Exchange
Commission on April 2, 1997.
(h)(8) Consent to Assignment and Assumption of Administration Agreement between the
Registrant and SEI Financial Management Corporation, dated January 28, 1993, to SEI
Fund Resources is incorporated herein by reference as exhibit 9(h) to
Post-Effective Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
(h)(9) Consent to Assignment and Assumption of Administration Agreement between the
Registrant and SEI Financial Management Corporation, dated June 1, 1996, to SEI
Fund Resources is incorporated herein by reference to Post-Effective Amendment No.
20 to Registrant's Registration Statement on Form N-1A (File No. 33-50718), filed
with the Securities and Exchange Commission on March 30, 1998.
(i) Opinion and Consent of Counsel, originally filed with Pre-Effective Amendment No. 2
to Registrant's Registration Statement on Form N-1A (File No. 33-50718) with the
Securities and Exchange Commission on January 13, 1993, is incorporated herein by
reference as exhibit 10 to Post-Effective Amendment No. 17 filed with the
Securities and Exchange Commission on April 2, 1997.
(j) Not Applicable.
(k) Not Applicable.
(l) Not Applicable.
(m)(1) Registrant's Distribution Plan with respect to the Class B shares of the Golden Oak
Portfolios (except Golden Oak Growth and Income Portfolio), originally filed with
Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718) with the Securities and Exchange Commission on October 14,
1992, is incorporated herein by reference as exhibit 15(a) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission on April 2,
1997.
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(m)(2) Registrant's Distribution Plan with respect to the Class B shares of the OVB
Portfolios, originally filed with Post-Effective Amendment No. 6 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) with the Securities and
Exchange Commission on September 23, 1993, is incorporated herein by reference as
exhibit 15(b) to Post-Effective Amendment No. 17 filed with the Securities and
Exchange Commission on April 2, 1997.
(m)(3) 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. 20 to Registrant's Registration Statement on Form N-1A (File No.
33-50718), filed with the Securities and Exchange Commission on March 30, 1998.
(m)(4) Rule 18f-3 Multi-Class Plan, originally filed with Post-Effective Amendment No. 12
to Registrant's Registration Statement on Form N-1A (File No. 33-50718) with the
Securities and Exchange Commission on May 31, 1995, is incorporated herein by
reference as exhibit 15(d) to Post-Effective Amendment No. 17 filed with the
Securities and Exchange Commission on April 2, 1997.
(n) To be filed by Amendment.
(o) Not Applicable.
(p) Powers of Attorney for John T. Cooney, William M. Doran, Frank E. Morris, Mark E.
Nagle, Robert A. Nesher, Robert A. Patterson, Eugene B. Peters and James M. Storey
are filed herewith.
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ITEM 24. 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
Investments Distribution Co., and other corporations engaged in providing
various financial and record keeping services, primarily to bank trust
departments, pension plan sponsors, and investment managers.
ITEM 25. 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.
6
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ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
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:
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NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- --------------------------------- ------------------------------------------ ---------------------------------
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CITIZENS BANK
Victor E. George Victor George Oldsmobile, Inc. Chairman
Chairman Citizens Banking Corporation Director
Charles R. Weeks Citizens Banking Corporation Chairman
Vice Chairman Wolohan Lumber Co. Director
David A. Thomas, Jr. Citizens Banking Corporation Vice Chairman
Director, President, CEO
Edward P. Abbott Abbott's Meat, Inc. President
Director Citizens Banking Corporation Director
John W. Ennest Citizens Banking Corporation Vice Chairman, CFO and
Director Treasurer
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 Director
Citizens Banking Corporation
Joseph G. Shomsky Massachusetts Mutual Insurance Insurance
Director Company
James E. Truesdell The Austin Group President
Director Citizens Banking Corporation Director
Robert J. Vitito Citizens Banking Corporation President, CEO
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
Wayne G. Schaeffer Citizens Banking Corporation Executive Vice President
Senior Executive Vice President
Chief Financial Officer and
Director
Chief Operating Officer
Gordon F. Strayer Citizens Bank Fenton Region Board Director
Executive Vice President
David H. Buick
Senior Vice President
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<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- --------------------------------- ------------------------------------------ ---------------------------------
<S> <C> <C>
Dana A. Czmer
Senior Vice President and Trust
Officer
Thomas W. Gallagher Citizens Banking Corporation Senior Vice President
Senior Vice President, General General
Counsel, Secretary
Gary O. Clark Citizens Banking Corporation Executive Vice President
CEO, Director Citizens Bank Illinois, N.A. President
Edward P. Majask
Senior Vice President and Senior
Investment Officer
Richard J. Mitsdarfer Citizens Banking Corporation Senior Vice President &
Senior Vice President and General General Auditor
Auditor
Edward H. Newman Citizens Banking Corporation Vice President & Assistant
Senior Vice President, Cashier & Secretary
Secretary
Thomas C. Shafer
Senior Vice President
Lawrence G. Southwell
Senior Vice President
Richard T. Albee
Senior Vice President
Marilyn K. Allor
Senior Vice President
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
James M. VanTiflin
Director
Robert L. Critchfield Citizens Bank--Fenton
Community President & Director
Joseph F. Smith Citizens Bank--Sturgis
Community President & Director
Richard J. DeVries Citizens Bank--Ypsilanti
Community President & Director
ONE VALLEY BANK, NATIONAL ASSOCIATION:
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- --------------------------------- ------------------------------------------ ---------------------------------
<S> <C> <C>
J. Holmes Morrison One Valley Bancorp President & Chief Executive
Chairman of the Board 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
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 Mt. Alpha President
Director Development Co. Director
One Valley Bancorp
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 Quincy Coal Co. President
Director 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 Associates, Inc. Executive Vice President
Phillip H. Goodwin CAMCARE and Charleston Area Medical President
Director Center Director
One Valley Bancorp
O. Nelson Jones Madison Coal & Supply Company President
Director Amherst Industries, Inc. Vice President
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- --------------------------------- ------------------------------------------ ---------------------------------
<S> <C> <C>
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 Corp. President
Director
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 Co., Inc. Director
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. Vice President
O.V. Smith & Sons, Inc.
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.
John Henry Wick III Dickinson Fuel Co., Inc. Commercial Realtor (retired)
Director Harrison & Bates
Thomas D. Wilkerson Northwestern Mutual Life Insurance General Agent
Director 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
John F. Ziebold One Valley Bank, N.A.
Senior Vice President
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION CONNECTION WITH
WITH INVESTMENT ADVISER NAME OF OTHER COMPANY OTHER COMPANY
- --------------------------------- ------------------------------------------ ---------------------------------
<S> <C> <C>
Robert K. Welty One Valley Bank, N.A.
Senior Vice President
John O'Donovan One Valley Bank, N.A.
Senior Vice President
John A. Derito One Valley Bank, N.A.
Senior Vice President
J. Mark Bias One Valley Bank, N.A.
Senior Vice President
Michael H. Spangler One Valley Bank, N.A.
Senior Vice President
CRESTAR ASSET MANAGEMENT COMPANY:
Thomas Dean Hogan Crestar Bank Group Executive Vice
Chairman and Director President--Trust
Ben L. Jones First Fidelity Bancorp Chief Investment Officer
President, Director
Linda Flory Rigsby Crestar Financial Corporation and its Senior Vice President,
Secretary subsidiary Crestar Bank Corporate Secretary and
Deputy General Counsel
Robert F. Norfleet, Jr. Crestar Bank Director of Client Relations;
Director Prior thereto Corporate
Executive Vice President
</TABLE>
The list required by this Item 26. 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, LLP
pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-15908).
The list required by this Item 26. 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).
The list required by this Item 26. of officers and partners of Systematic
Financial Management, L.P. 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 Systematic Financial Management, L.P.
pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-48908).
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 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 26 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).
11
<PAGE>
ITEM 27. 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 Investments Distribution Co. (the
"Distributor"), acts as distributor for:
<TABLE>
<S> <C>
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 Institutional International Trust................... August 30, 1988
The Advisors' Inner Circle Fund......................... November 14, 1991
The Pillar Funds........................................ February 28, 1992
CUFUND.................................................. May 1, 1992
STI Classic Funds....................................... May 29, 1992
First American Funds, Inc............................... November 1, 1992
First American Investment Funds, Inc.................... November 1, 1992
Boston 1784 Funds-Registered Trademark-................. June 1, 1993
The PBHG Funds, Inc..................................... July 16, 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
SEI Asset Allocation Trust.............................. April 1, 1996
TIP Funds............................................... April 28, 1996
SEI Institutional Investments Trust..................... June 14, 1996
First American Strategy Funds, Inc...................... October 1, 1996
HighMark Funds.......................................... February 15, 1997
Armada Funds............................................ March 8, 1997
PBHG Insurance Series Funds, Inc........................ April 1, 1997
The Expedition Funds.................................... June 9, 1997
Alpha Select Funds...................................... January 1, 1998
Oak Associates Funds.................................... February 27, 1998
The Nevis Funds, Inc.................................... June 29, 1998
The Parkstone Group of Funds............................ September 14, 1998
</TABLE>
The Distributor 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
12
<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- -------------------------------------- ------------------------------------- --------------------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of --
Directors
Henry H. Greer Director --
Carmen V. Romeo Director --
Mark J. Held President & Chief Operating Officer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President --
Dennis J. McGonigle Executive Vice President --
Robert M. Silvestri Chief Financial Officer & Treasurer --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President --
Larry Hutchison Senior Vice President --
Jack May Senior Vice President --
Hartland J. McKeown Senior Vice President --
Barbara J. Moore Senior Vice President --
Kevin P. Robins Senior Vice President & General Vice President and Assistant
Counsel Secretary
Patrick K. Walsh Senior Vice President --
Robert Aller Vice President --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President and Assistant
Secretary
S. Courtney E. Collier Vice President & Assistant Secretary --
Robert Crudup Vice President & Managing Director --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
Vic Galef Vice President & Managing Director --
Lydia A. Gavalis Vice President & Assistant Secretary Vice President and Assistant
Secretary
Greg Gettinger Vice President & Assistant Secretary --
Kathy Heilig Vice President Vice President and Assistant
Secretary
Jeff Jacobs Vice President --
Kim Kirk Vice President & Managing Director --
John Krzeminski Vice President & Managing Director --
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- -------------------------------------- ------------------------------------- --------------------------------
<S> <C> <C>
Carolyn McLaurin Vice President & Managing Director --
W. Kelso Morrill Vice President --
Mark Nagle Vice President Controller and Chief Financial
Officer
Joanne Nelson Vice President --
Joseph M. O'Donnell Vice President & Assistant Secretary Vice President and Assistant
Secretary
Sandra K. Orlow Vice President & Assistant Secretary Vice President and Assistant
Secretary
Cynthia M. Parrish Vice President & Assistant Secretary --
Kim Rainey Vice President --
Rob Redican Vice President --
Maria Rinehart Vice President --
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
Lydia J. Striegel Vice President & Assistant Secretary Vice President and Assistant
Secretary
Lori L. White Vice President & Assistant Secretary --
Wayne M. Withrow Vice President & Managing Director --
</TABLE>
ITEM 28. 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:
First Union National Bank
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);
14
<PAGE>
(6); (8); (9); (10); (11); and 31a-1(f), the required books and records
are maintained at the offices of Registrant's Administrator:
SEI Investment Mutual Funds 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:
<TABLE>
<S> <C>
GOLDEN OAK PORTFOLIOS................................ Citizens Bank
One Citizens Banking Plaza
Flint, MI 48502
Wellington Management Company, LLP
75 State Street
Boston, MA 02109
Systematic Financial Management,
L.P.
300 Frank W. Burr Blvd.
Glenpointe East, 7th Floor
Teaneck, NJ 07666
Nicholas-Applegate Capital
Management
600 West Broadway
29th Floor
San Diego, CA 92101
OVB PORTFOLIOS....................................... One Valley Bank, National
Association
One Valley Square
Charleston, WV 25301
Wellington Management Company, LLP
75 State Street
Boston, MA 02109
U.S. GOVERNMENT SECURITIES MONEY AND PRIME Crestar Asset Management Company
OBLIGATIONS FUNDS.................................... 919 East Main Street
Richmond, VA 23219
</TABLE>
ITEM 29. MANAGEMENT SERVICES:
None.
ITEM 30. UNDERTAKINGS:
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.
15
<PAGE>
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.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 22 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on
the 30th day of December, 1998.
<TABLE>
<S> <C> <C>
THE ARBOR FUND
By: /s/ MARK E. NAGLE
-----------------------------------------
Mark E. Nagle
PRESIDENT
</TABLE>
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.
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
* Trustee
- ------------------------------ December 30, 1998
John T. Cooney
* Trustee
- ------------------------------ December 30, 1998
William M. Doran
* Trustee
- ------------------------------ December 30, 1998
Frank E. Morris
* Trustee
- ------------------------------ December 30, 1998
Robert A. Nesher
* Trustee
- ------------------------------ December 30, 1998
Robert A. Patterson
* Trustee
- ------------------------------ December 30, 1998
Gene B. Peters
* Trustee
- ------------------------------ December 30, 1998
James M. Storey
/s/ MARK E. NAGLE President, Controller &
- ------------------------------ Chief Financial Officer December 30, 1998
Mark E. Nagle
<TABLE>
<S> <C> <C> <C>
*By: /s/ MARK E. NAGLE
-------------------------
Mark E. Nagle
ATTORNEY IN FACT
</TABLE>
17
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
- -----------
<S> <C>
EX-99.A Registrant's Agreement and Declaration of Trust, originally filed with the Registrant's Registration
Statement on Form N-1A (File No. 33-50718) with the Securities and Exchange Commission on August 11,
1992, is incorporated herein by reference as exhibit 1 to Post-Effective Amendment No. 17 filed with
the Securities and Exchange Commission on April 2, 1997.
EX-99.B Registrant's By-Laws are incorporated herein by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718), filed with the Securities and
Exchange Commission on March 30, 1998.
EX-99.C Not Applicable.
EX-99.D1 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) with Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) with the Securities and Exchange Commission
on January 13, 1993, is incorporated herein by reference as exhibit 5(a) to Post-Effective Amendment
No. 17 filed with the Securities and Exchange Commission on April 2, 1997.
EX-99.D2 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.D3 Investment Advisory Agreement between the Registrant and One Valley Bank, National Association with
respect to the OVB Portfolios, originally filed as exhibit 5(h) with Post-Effective Amendment No. 6
to Registrant's Registration Statement on Form N-1A (File No. 33-50718) with the Securities and
Exchange Commission on September 23, 1993, is incorporated herein by reference as exhibit 5(d) to
Post-Effective Amendment No. 17 filed with the Securities and Exchange Commission on April 2, 1997.
EX-99.D4 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) with Post-Effective Amendment No. 6 to Registrant's Registration Statement on
Form N-1A (File No. 33-50718) with the Securities and Exchange Commission on September 23, 1993, is
incorporated herein by reference as exhibit 5(e) to Post-Effective Amendment No. 17 filed with the
Securities and Exchange Commission on April 2, 1997.
EX-99.D5 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) with
Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A (File No.
33-50718) with the Securities and Exchange Commission on June 2, 1994, is incorporated herein by
reference as exhibit 5(f) to Post-Effective Amendment No. 17 filed with the Securities and Exchange
Commission on April 2, 1997.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
- -----------
<S> <C>
EX-99.D6 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) with
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 is incorporated
herein by reference as exhibit 5(g) to Post-Effective Amendment No. 18 filed with the Securities and
Exchange Commission on May 30, 1997.
EX-99.D7 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) with
Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form N-1A (File No.
33-50718) with the Securities and Exchange Commission on August 11, 1995, is incorporated herein by
reference as exhibit 5(h) to Post-Effective Amendment No. 17 filed with the Securities and Exchange
Commission on April 2, 1997.
EX-99.D8 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.D9 Investment Advisory Agreement between the Registrant and One Valley Bank, National Association with
respect to the OVB Equity Income Portfolio, is incorporated herein by reference to Post-Effective
Amendment No. 16 to the Registrant's Registration Statement on Form N-1A (File No. 33-50718) filed
with the Securities and Exchange Commission on February 28, 1997.
EX-99.D10 Investment Sub-Advisory Agreement by and among the Registrant, Citizens Bank and Systematic Financial
Management, L.P. with respect to the Golden Oak Value Portfolio is incorporated herein by reference
to Post-Effective Amendment No. 20 to Registrant's Registration Statement on Form N-1A (File No.
33-50718), filed with the Securities and Exchange Commission on March 30, 1998.
EX-99.D11 Amendment to Investment Sub-Advisory Agreement between Citizens Bank and Systematic Financial
Management, L.P. with respect to The Golden Oak Value Portfolio is incorporated herein by reference
to Post-Effective Amendment No. 20 to Registrant's Registration Statement on Form N-1A (File No.
33-50718), filed with the Securities and Exchange Commission on March 30, 1998.
EX-99.E1 Distribution Agreement between Registrant and SEI Financial Services Company, originally filed with
Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-50718)
with the Securities and Exchange Commission on October 14, 1992, is incorporated herein by reference
as exhibit 6(a) to Post-Effective Amendment No. 17 filed with the Securities and Exchange Commission
on April 2, 1997.
EX-99.E2 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.E3 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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
- -----------
<S> <C>
EX-99.E4 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.E5 Amendment to Transfer Agreement between Registrant and Crestar Bank dated August 1, 1994 is
incorporated herein by reference to Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the Securities and Exchange Commission on
March 30, 1998.
EX-99.F Not Applicable.
EX-99.G1 Custodian Agreement between Registrant and CoreStates Bank N.A., originally filed with Pre-Effective
Amendment No. 1 to Registrant's Registration Statement on Form N-1A (File No. 33-50718) with the
Securities and Exchange Commission on October 14, 1992, is incorporated herein by reference as
exhibit 8(a) to Post-Effective Amendment No. 17 filed with the Securities and Exchange Commission on
April 2, 1997.
EX-99.G2 Custodian Agreement between Registrant and Crestar Bank, originally filed with 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, is incorporated herein by reference as
exhibit 8(b) to Post-Effective Amendment No. 18 filed with the Securities and Exchange Commission on
May 30, 1997.
EX-99.G3 Amendment to Custodian Agreement between Registrant and Crestar Bank dated August 1, 1994 is
incorporated herein by reference to Post-Effective Amendment No. 20 to Registrant's Registration
Statement on Form N-1A (File No. 33-50718), filed with the Securities and Exchange Commission on
March 30, 1998.
EX-99.H1 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.H2 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 is incorporated herein by reference to Post-Effective Amendment No. 20 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718), filed with the Securities and
Exchange Commission on March 30, 1998.
EX-99.H3 Schedule relating to U.S. Government Securities Money Fund,to Administration Agreement by and between
Registrant and SEI Financial Management Corporation is incorporated herein by reference to
Post-Effective Amendment No. 20 to Registrant's Registration Statement on Form N-1A (File No.
33-50718), filed with the Securities and Exchange Commission on March 30, 1998.
EX-99.H4 Schedule dated May 19, 1997, relating to The Golden Oak Portfolios, to Administration Agreement by
and between Registrant and SEI Fund Resources is incorporated herein by reference to Post-Effective
Amendment No. 20 to Registrant's Registration Statement on Form N-1A (File No. 33-50718), filed with
the Securities and Exchange Commission on March 30, 1998.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
- -----------
<S> <C>
EX-99.H5 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) with Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718) with the Securities and Exchange
Commission on May 31, 1995 is incorporated herein by reference as exhibit 9(e) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission on April 2, 1997.
EX-99.H6 Administration Agreement between Registrant and SEI Financial Management Corporation with Schedule
dated August 1, 1994 originally filed as exhibit 5(p) with Post-Effective Amendment No. 12 to
Registrant's Registration Statement on Form N-1A (File No. 33-50718) with the Securities and Exchange
Commission on May 31, 1995 is incorporated herein by reference as exhibit 9(f) to Post-Effective
Amendment No. 17 filed with the Securities and Exchange Commission on April 2, 1997.
EX-99.H7 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) with
Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form N-1A (File No.
33-50718) with the Securities and Exchange Commission on August 11, 1995 is incorporated herein by
reference as exhibit 9(g) to Post-Effective Amendment No. 17 filed with the Securities and Exchange
Commission on April 2, 1997.
EX-99.H8 Consent to Assignment and Assumption of Administration Agreement between the Registrant and SEI
Financial Management Corporation, dated January 28, 1993, to SEI Fund Resources is incorporated
herein by reference as exhibit 9(h) to Post-Effective Amendment No. 17 filed with the Securities and
Exchange Commission on April 2, 1997.
EX-99.H9 Consent to Assignment and Assumption of Administration Agreement between the Registrant and SEI
Financial Management Corporation, dated June 1, 1996, to SEI Fund Resources is incorporated herein by
reference to Post-Effective Amendment No. 20 to Registrant's Registration Statement on Form N-1A
(File No. 33-50718), filed with the Securities and Exchange Commission on March 30, 1998.
EX-99.I Opinion and Consent of Counsel originally filed with Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) with the Securities and Exchange Commission
on January 13, 1993 is incorporated herein by reference as exhibit 10 to Post-Effective Amendment No.
17 filed with the Securities and Exchange Commission on April 2, 1997.
EX-99.J Not Applicable.
EX-99.K Not Applicable.
EX-99.L Not Applicable.
EX-99.M1 Registrant's Distribution Plan with respect to the Class B shares of the Golden Oak Portfolios
(except Golden Oak Growth and Income Portfolio) originally filed with Pre-Effective Amendment No. 1
to Registrant's Registration Statement on Form N-1A (File No. 33-50718) with the Securities and
Exchange Commission on October 14, 1992 is incorporated herein by reference as exhibit 15(a) to
Post-Effective Amendment No. 17 filed with the Securities and Exchange Commission on April 2, 1997.
EX-99.M2 Registrant's Distribution Plan with respect to the Class B shares of the OVB Portfolios originally
filed with Post-Effective Amendment No. 6 to Registrant's Registration Statement on Form N-1A (File
No. 33-50718) with the Securities and Exchange Commission on September 23, 1993 incorporated herein
by reference as exhibit 15(b) to Post-Effective Amendment No. 17 filed with the Securities and
Exchange Commission on April 2, 1997.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
- -----------
<S> <C>
EX-99.M3 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. 20 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718), filed with the Securities and Exchange
Commission on March 30, 1998.
EX-99.M4 Rule 18f-3 Multi-Class Plan originally filed with Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A (File No. 33-50718) with the Securities and Exchange Commission
on May 31, 1995 is incorporated herein by reference as exhibit 15(d) to Post-Effective Amendment No.
17 filed with the Securities and Exchange Commission on April 2, 1997.
EX-99.N To be filed by Amendment.
EX-99.O Not Applicable.
EX-99.P Powers of Attorney for John T. Cooney, William M. Doran, Frank E. Morris, Mark E. Nagle, Robert A.
Nesher, Robert A. Patterson, Eugene B. Peters and James M. Storey are filed herewith.
</TABLE>
<PAGE>
THE ARBOR FUND
THE ADVISORS' INNER CIRCLE FUND
THE EXPEDITION FUNDS
OAK ASSOCIATES FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Mark E. Nagle, Joseph M. O'Donnell and Kevin P. Robins,
each of them singly, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, to sign for him and in his name, place
and stead, and in the capacity indicated below, to sign any and all Registration
Statements and all amendments thereto relating to the offering of the Trust's
shares under the provisions of the Investment Company Act of 1940 and/or the
Securities Act of 1933, each such Act as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.
/s/ Robert A. Nesher Date: 9-11-98
- -------------------------------- -----------------------
Robert A. Nesher, Trustee
<PAGE>
THE ARBOR FUND
THE ADVISORS' INNER CIRCLE FUND
THE EXPEDITION FUNDS
OAK ASSOCIATES FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Mark E. Nagle, Joseph M. O'Donnell and Kevin P. Robins,
each of them singly, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, to sign for him and in his name, place
and stead, and in the capacity indicated below, to sign any and all Registration
Statements and all amendments thereto relating to the offering of the Trust's
shares under the provisions of the Investment Company Act of 1940 and/or the
Securities Act of 1933, each such Act as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.
/s/ John T. Cooney Date: 9-9-98
- -------------------------------- -----------------------
John T. Cooney, Trustee
<PAGE>
THE ARBOR FUND
THE ADVISORS' INNER CIRCLE FUND
THE EXPEDITION FUNDS
OAK ASSOCIATES FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Mark E. Nagle, Joseph M. O'Donnell and Kevin P. Robins,
each of them singly, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, to sign for him and in his name, place
and stead, and in the capacity indicated below, to sign any and all Registration
Statements and all amendments thereto relating to the offering of the Trust's
shares under the provisions of the Investment Company Act of 1940 and/or the
Securities Act of 1933, each such Act as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.
/s/ William M. Doran Date: 9/9/98
- -------------------------------- -----------------------
William M. Doran, Trustee
<PAGE>
THE ARBOR FUND
THE ADVISORS' INNER CIRCLE FUND
THE EXPEDITION FUNDS
OAK ASSOCIATES FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Mark E. Nagle, Joseph M. O'Donnell and Kevin P. Robins,
each of them singly, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, to sign for him and in his name, place
and stead, and in the capacity indicated below, to sign any and all Registration
Statements and all amendments thereto relating to the offering of the Trust's
shares under the provisions of the Investment Company Act of 1940 and/or the
Securities Act of 1933, each such Act as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.
/s/ Frank E. Morris Date: 9/9/98
- -------------------------------- -----------------------
Frank E. Morris, Trustee
<PAGE>
THE ARBOR FUND
THE ADVISORS' INNER CIRCLE FUND
THE EXPEDITION FUNDS
OAK ASSOCIATES FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Mark E. Nagle, Joseph M. O'Donnell and Kevin P. Robins,
each of them singly, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, to sign for him and in his name, place
and stead, and in the capacity indicated below, to sign any and all Registration
Statements and all amendments thereto relating to the offering of the Trust's
shares under the provisions of the Investment Company Act of 1940 and/or the
Securities Act of 1933, each such Act as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.
/s/ Robert A. Patterson Date: 9-9-98
- -------------------------------- -----------------------
Robert A. Patterson, Trustee
<PAGE>
THE ARBOR FUND
THE ADVISORS' INNER CIRCLE FUND
THE EXPEDITION FUNDS
OAK ASSOCIATES FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Mark E. Nagle, Joseph M. O'Donnell and Kevin P. Robins,
each of them singly, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, to sign for him and in his name, place
and stead, and in the capacity indicated below, to sign any and all Registration
Statements and all amendments thereto relating to the offering of the Trust's
shares under the provisions of the Investment Company Act of 1940 and/or the
Securities Act of 1933, each such Act as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.
/s/ Eugene B. Peters Date: 10 Sept. '98
- -------------------------------- -----------------------
Eugene B. Peters, Trustee
<PAGE>
THE ARBOR FUND
THE ADVISORS' INNER CIRCLE FUND
THE EXPEDITION FUNDS
OAK ASSOCIATES FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Mark E. Nagle, Joseph M. O'Donnell and Kevin P. Robins,
each of them singly, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, to sign for him and in his name, place
and stead, and in the capacity indicated below, to sign any and all Registration
Statements and all amendments thereto relating to the offering of the Trust's
shares under the provisions of the Investment Company Act of 1940 and/or the
Securities Act of 1933, each such Act as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.
/s/ James M. Storey Date: 9/10/98
- -------------------------------- -----------------------
James M. Storey, Trustee
<PAGE>
THE ARBOR FUND
THE ADVISORS' INNER CIRCLE FUND
THE EXPEDITION FUNDS
OAK ASSOCIATES FUNDS
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Kevin P. Robins and Joseph M. O'Donnell, each of them
singly, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, to sign for him and in his name, place and
stead, and in the capacity indicated below, to sign any and all Registration
Statements and all amendments thereto relating to the offering of the Trust's
shares under the provisions of the Investment Company Act of 1940 and/or the
Securities Act of 1933, each such Act as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal as
of the date set forth below.
/s/ Mark E. Nagle Date: September 9, 1998
- -------------------------------- -----------------------
Mark E. Nagle, President
