<PAGE>
THE ARBOR FUND
GOLDEN OAK FAMILY OF FUNDS
Institutional Shares and Class A Shares
PROSPECTUS
MAY 11, 1999
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 OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Page 1 of 18
<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.
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>
INVESTMENT STRATEGIES AND PRINCIPAL RISKS, PERFORMANCE
INFORMATION AND EXPENSES 3-6
MORE INFORMATION ABOUT RISK 7
THE PORTFOLIO'S OTHER INVESTMENTS 8
THE INVESTMENT ADVISER AND SUB-ADVISER 8
PURCHASING, SELLING AND EXCHANGING PORTFOLIO SHARES 9
DISTRIBUTION OF PORTFOLIO SHARES 15
DIVIDENDS, DISTRIBUTIONS AND TAXES 15
HOW TO OBTAIN MORE INFORMATION ABOUT
THE GOLDEN OAK FAMILY OF FUNDS BACK COVER
</TABLE>
Page 2 of 18
<PAGE>
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 large 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 OF THE GOLDEN OAK TAX-MANAGED EQUITY PORTFOLIO
The Portfolio invests primarily in common stocks of well-established U.S.
companies with large market capitalizations (in excess of $5 billion). 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 and it purchases stocks of such companies after evaluating expected
risk and return. The Sub-Adviser attempts to build a portfolio that maximizes
after-tax returns by monitoring the following developments to help maximize
after-tax returns: all short-term and long-term capital gains; the amount and
frequency of dividend payments; and when dividends are declared and paid.
Conversely, stocks of the Portfolio are sold after tax consequences are
considered and weighed against the potential for enhanced returns from new
investment opportunities.
PRINCIPAL RISKS OF INVESTING IN THE GOLDEN OAK TAX-MANAGED EQUITY PORTFOLIO
Since it purchases common stocks, 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, 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 Portfolio is non-diversified, which means that it may invest in the
securities of relatively few issuers. As a result, the Portfolio may be more
susceptible to a single adverse economic or
Page 3 of 18
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regulatory occurrence affecting one or more of these issuers, and may experience
increased volatility due to its investments in those securities.
Although the Portfolio seeks to maximize after-tax returns, the Portfolio's
investments in common stocks that appreciate in value may create unrealized
gains. These gains would become realized when those stocks are sold, and may
result in tax consequences for the Portfolio's shareholders. High levels of
unrealized gains, therefore, may limit the ability of Portfolio to achieve its
goal of high after-tax returns if the Portfolio is required to sell securities
to meet shareholder redemption requests or for other reasons at a time when
doing so would have significant tax consequences for shareholders. As of April
30, 1999, the Portfolio held securities with a market value of $42,822,205, of
which $31,740,085 represented unrealized gains.
The Portfolio is also subject to the risk that its market segment, large
capitalization stocks, may underperform other equity market segments or the
equity markets as a whole.
PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate the risks and
volatility of an investment in the Portfolio. Of course, the Portfolio's past
performance does not necessarily indicate how the Portfolio will perform in the
future.
The Portfolio is a successor to a common trust fund managed by the Adviser until
April 30, 1999 and thereafter by the Sub-Adviser. The periods prior to April 30,
1999 represent the performance of the common trust fund while it was managed by
the Adviser. The Sub-Adviser uses substantially the same management strategies
to manage the Portfolio as the Adviser used to manage the common trust fund. The
past performance shown in the bar chart has been adjusted to reflect current
expenses for the Institutional Shares of 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 might have been lower.
This bar chart shows changes in the performance of the Portfolio's Institutional
Shares from year to year.*
<TABLE>
<S> <C>
1989 29.49%
1990 (3.08)%
1991 27.70%
1992 11.13%
1993 6.38%
1994 (0.37)%
1995 34.82%
1996 22.89%
1997 25.40%
1998 26.89%
BEST QUARTER WORST QUARTER
24.54% (11.52)%
(12/31/98) (9/30/90)
</TABLE>
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<PAGE>
* The performance information shown above is based on a calendar year.
The portfolio's performance from 1/1/99 to 3/31/99 was 4.44%.
THIS TABLE COMPARES THE PORTFOLIO'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1998 TO THOSE OF THE S&P 500 INDEX.
<TABLE>
<CAPTION>
INSTITUTIONAL SHARES 1 YEAR 5 YEARS 10 YEARS
- ----------------------------------------------- ------------- ------------- --------------
<S> <C> <C> <C>
Golden Oak Tax-Managed Equity Portfolio 26.89% 21.26% 17.41%
S&P 500 Index 28.60% 24.05% 19.19%
</TABLE>
<TABLE>
<CAPTION>
CLASS A SHARES 1 YEAR 5 YEARS 10 YEARS
- ----------------------------------------------- ------------- ------------- --------------
<S> <C> <C> <C>
Golden Oak Tax-Managed Equity Portfolio 19.22% 19.48% 16.33%
S&P 500 Index 28.60% 24.05% 19.19%
</TABLE>
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.
PORTFOLIO FEES AND EXPENSES
THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
PORTFOLIO SHARES.
<TABLE>
<CAPTION>
INSTITUTIONAL CLASS A
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) SHARES SHARES
- ------------------------------------------------------------------------------------- ---------------- ---------------
<S> <C> <C>
MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES (AS A PERCENTAGE OF OFFERING None 5.75%
PRICE)*
MAXIMUM DEFERRED SALES CHARGE (LOAD) (AS A PERCENTAGE OF NET ASSET VALUE) None None
MAXIMUM SALES CHARGE (LOAD) IMPOSED ON REINVESTED DIVIDENDS AND OTHER DISTRIBUTIONS None None
(AS A PERCENTAGE OF OFFERING PRICE)
REDEMPTION FEE (AS A PERCENTAGE OF AMOUNT REDEEMED, IF APPLICABLE) None None
EXCHANGE FEE None None
- ------------------------------------------------------------------------------------- ---------------- ---------------
</TABLE>
* This sales charge varies depending upon how much you invest. See
"Purchasing Portfolio Shares."
ANNUAL PORTFOLIO OPERATING EXPENSES (EXPENSES DEDUCTED FROM PORTFOLIO ASSETS)
<TABLE>
<CAPTION>
INSTITUTIONAL CLASS A
SHARES SHARES
- ------------------------------------------------ ------------------- -------------------
<S> <C> <C>
Investment Advisory Fees .74% .74%
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
Distribution and Service (12b-1) Fees None .25%
Other Expenses .36% .36%
- ------------------------------------------------ ------------------- -------------------
Total Annual Portfolio Operating Expenses 1.10% 1.35%
</TABLE>
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.
The Example also assumes that each year your investment has a 5% return,
Portfolio operating expenses remain the same and you reinvest all dividends and
distributions. Although your actual costs and returns might be different, your
estimated costs of investing $10,000 in the Portfolio would be:
<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Institutional Shares $110 $350
Class A Shares $700 $980
</TABLE>
MORE INFORMATION ABOUT RISK
The Portfolio is a mutual fund. A mutual fund pools shareholders' money and,
using professional investment managers, invests it in securities.
The Portfolio has its own investment goal and strategies for reaching that goal.
The investment manager invests Portfolio assets in a way that it believes will
help the Portfolio achieve its goal. Still, investing in the Portfolio involves
risk and there is no guarantee that the Portfolio will achieve its goal. The
investment manager'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 an investment manager 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.
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<PAGE>
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.
THE PORTFOLIO'S OTHER INVESTMENTS
This prospectus describes the Portfolio's primary strategies, and the Portfolio
will normally invest in the types of securities described in this prospectus.
However, 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. These investments and
strategies, as well as those described in this prospectus, are described in
detail in our Statement of Additional Information.
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 objectives. The Portfolio will do so only if
the Adviser or Sub-Adviser believes that the risk of loss outweighs the
opportunity for capital gains. Of course, we cannot guarantee that the Portfolio
will achieve its investment goal.
INVESTMENT ADVISER AND SUB-ADVISER
The Investment Adviser oversees the Sub-Adviser to ensure compliance with the
Portfolio's investment policies and guidelines and monitors the Sub-Adviser's
adherence to its investment styles. The Board of Trustees of the Arbor Fund
supervise the Adviser and Sub-Adviser and
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<PAGE>
establishes policies that the Adviser and Sub-Adviser must follow in their
management activities.
Citizens Bank serves as the Adviser to the Portfolio. Citizens Bank has managed
bank common funds, pension plan assets and personal trust assets since 1927. As
of December 31, 1998, Citizens Bank had approximately $3.2 billion in assets
under management. The Adviser is entitled to receive .34% of the Portfolio's
average daily net assets for its investment advisory services, but may receive
less due to waivers.
Nicholas-Applegate Capital Management (Nicholas-Applegate) serves as Sub-Adviser
and makes the investment decisions for the Portfolio. Nicholas-Applegate
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 Nicholas-Applegate. The
Sub-Adviser is entitled to receive .40% of the Portfolio's average daily net
assets for its services, but may receive less due to waivers.
John J. Kane is a Partner and Portfolio Manager of Nicholas-Applegate and leads
the team of investment professionals that manage the Portfolio. Mr. Kane has
more than 30 years of investment experience. Prior to joining Nicholas-Applegate
in 1994, Mr. Kane had 25 years of investment and economic experience with ARCO
Investment Management Company and General Electric Company.
PURCHASING, SELLING AND EXCHANGING PORTFOLIO SHARES
This section tells you how to buy, sell (sometimes called "redeem") and exchange
Class A Shares and Institutional Shares of the Portfolio.
The classes have different expenses and other characteristics.
INSTITUTIONAL SHARES
- No sales charge
- No 12b-1 fees or shareholder fees
- $1,000,000 minimum initial investment
CLASS A SHARES
- Front-end sales charge
- 12b-1 fees
- $1,000 minimum initial investment
For some investors the minimum initial investment may be lower.
Institutional Shares are for financial institutions investing for their own or
their customers' accounts. For information on how to open an account and set up
procedures for placing transactions call 1-800-808-4920.
Class A Shares are for individual and institutional investors.
HOW TO PURCHASE PORTFOLIO SHARES
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<PAGE>
You may purchase shares directly by:
- - Mail (Class A only)
- - Telephone
- - Wire
- - Direct Deposit, or
- - Automated Clearing House (ACH).
To purchase shares directly from us, please call 1-800-808-4920, or complete and
send in an application. Unless you arrange to pay by wire or through direct
deposit or ACH, write your check, payable in U.S. dollars, to "Golden Oak Family
of Funds" and include the name of the Portfolio on the check. You cannot
purchase Institutional Shares by check. The Portfolio cannot accept third-party
checks, credit cards, credit cards checks or cash.
You may also buy shares through accounts with brokers and other institutions
that are authorized to place trades in Portfolio shares for their customers. If
you invest through an authorized institution, you will have to follow its
procedures, which may be different from the procedures for investing directly.
Your institution may charge a fee for its services, in addition to the fees
charged by the Portfolio. You will also generally have to address your
correspondence or questions regarding the Portfolio to your institution.
GENERAL INFORMATION
You may purchase shares on any day that the New York Stock Exchange is open for
business (a Business Day). Shares cannot be purchased by Federal Reserve Wire on
days when either the New York Stock Exchange or the Federal Reserve is closed.
The Portfolio may reject any purchase order if it determines 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 the Portfolio receives your purchase order plus, in
the case of Class A Shares, the applicable front-end sales charge.
The Portfolio calculates its 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, generally the Portfolio must receive your purchase order before 4:00
p.m. Eastern time.
HOW WE CALCULATE NAV
NAV for one Portfolio share is the value of that share's portion of all of the
net assets in the Portfolio.
In calculating NAV, the Portfolio generally values its investment portfolio at
market price. If market prices are unavailable or the Portfolio thinks that they
are unreliable, fair value prices may be determined in good faith using methods
approved by the Board of Trustees.
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<PAGE>
MINIMUM PURCHASES
To purchase shares for the first time, you must invest in the Portfolio at
least:
<TABLE>
<CAPTION>
CLASS DOLLAR AMOUNT
<S> <C>
Institutional Shares $1,000,000
Class A Shares $1,000 ($500 minimum for an IRA)
</TABLE>
Your subsequent investments in Class A Shares of the Portfolio must be made in
amounts of at least $50. There is no minimum for subsequent investments in
Institutional Shares.
The Portfolio may accept investments of smaller amounts for either class of
shares at our discretion.
SYSTEMATIC INVESTMENT PLAN (CLASS A 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.
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 CHARGE AS YOUR SALES CHARGE
A PERCENTAGE OF AS A 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
Page 10 of 18
<PAGE>
No sales charge is imposed on shares of the Portfolio:
- - issued in plans of reorganization, such as mergers involving the Portfolio;
- - sold to dealers or brokers that have a sales agreement with the
Distributor, for their own account or for retirement plans for their
employees or sold to employees (and their spouses) of dealers or brokers
that certify to the Distributor at the time of purchase that such purchase
is for their own account (or for the benefit of such employees' minor
children);
- - purchased in aggregate amounts of $1 million or more by tax exempt
organizations enumerated in Section 501(c) of the Code or employee benefit
plans created under Sections 401 or 457 of the Code;
- - sold to Trustees and officers of The Arbor Fund and employees of the
Adviser and its affiliates;
- - sold to agency, custody and fiduciary accounts of the Adviser and its
affiliates; or
- - purchased in connection with any asset allocation plan established by the
Adviser.
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 the Portfolio 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,
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).
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<PAGE>
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.
GENERAL INFORMATION ABOUT SALES CHARGES
Your securities dealer is paid a commission when you buy your shares and is paid
a servicing fee as long as you hold your shares. Your securities dealer or
servicing agent may receive different levels of compensation depending on which
Class of shares you buy.
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.
HOW TO SELL YOUR PORTFOLIO SHARES
Holders of Institutional Shares may sell shares by following procedures
established when they opened their account or accounts. If you have questions,
call 1-800-808-4920.
If you own your shares through an account with a broker or other institution,
contact that broker or institution to sell your shares.
If you own your shares directly, you may sell your shares on any Business Day by
contacting the Portfolio directly by mail or telephone at 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 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.
Page 12 of 18
<PAGE>
RECEIVING YOUR MONEY
Normally, we will send your sale proceeds to you within seven 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 DAYS FROM YOUR DATE OF PURCHASE).
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 REDEMPTION OF YOUR SHARES
If your account balance drops below the required minimum the Portfolio may
redeem your shares. The account balance minimums are:
<TABLE>
<CAPTION>
CLASS DOLLAR AMOUNT
<S> <C>
Institutional Shares $1,000,000
Class A Shares $1,000
</TABLE>
But, the Portfolio will always give you at least 60 days' written notice to give
you time to add to your account and avoid the involuntary redemption 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.
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
Page 13 of 18
<PAGE>
UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15 DAYS FROM YOUR DATE OF
PURCHASE). 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.
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 in a separate prospectus that is available by
calling 1-800-545-6331.
AUTOMATIC EXCHANGE OF YOUR SHARES
If your account balance for Institutional Shares drops below $1,000,000 because
of redemptions, your shares will be automatically exchanged for Class A Shares.
You will not be charged the applicable Class A sales charge for an automatic
exchange. But, a Portfolio will always give you at least 30 days' written notice
to give you time to add to your account and avoid the automatic exchange of your
shares.
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 Class A Shares,
and for services provided to Class A 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.
Page 14 of 18
<PAGE>
Distribution fees, as a percentage of average daily net assets, are .25% for
Class A Shares.
DIVIDENDS, DISTRIBUTIONS AND TAXES
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. YOU
MAY BE TAXED ON EACH SALE OR EXCHANGE OF PORTFOLIO SHARES.
MORE INFORMATION ABOUT TAXES IS IN OUR STATEMENT OF ADDITIONAL INFORMATION.
Page 15 of 18
<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)
The SAI dated May 11, 1999, includes detailed information about The Arbor Fund
and the Golden Oak Tax-Managed Equity Portfolio. The SAI is on file 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
and their impact on Portfolio performance. The reports also contain detailed
financial information about the Portfolio.
TO OBTAIN MORE INFORMATION:
BY TELEPHONE: Call 1-800-545-6331
BY MAIL: Write to us
Page 16 of 18
<PAGE>
Golden Oak Family of Funds
c/o The Arbor Fund
P.O. Box 419947
Kansas City, Missouri 64141-6947
FROM THE SEC: You can also obtain the SAI or the Annual or Semi-annual Reports,
as well as other information about the Golden Oak Family of Funds or 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>
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 May 11, 1999. A Prospectus may be obtained by calling
1-800-545-6331.
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE PORTFOLIO AND THE TRUST............................................................. S-1
INVESTMENT OBJECTIVES AND POLICES....................................................... S-1
DESCRIPTION OF PERMITTED INVESTMENTS.................................................... S-2
INVESTMENT LIMITATIONS.................................................................. S-10
THE ADVISER............................................................................. S-12
THE SUB-ADVISER......................................................................... S-13
THE ADMINISTRATOR....................................................................... S-13
THE DISTRIBUTOR......................................................................... S-14
THE TRANSFER AGENT...................................................................... S-15
THE CUSTODIAN........................................................................... S-15
INDEPENDENT PUBLIC ACCOUNTANTS.......................................................... S-15
LEGAL COUNSEL........................................................................... S-15
TRUSTEES AND OFFICERS OF THE TRUST...................................................... S-15
CALCULATION OF TOTAL RETURN............................................................. S-19
PURCHASE AND REDEMPTION OF SHARES....................................................... S-19
LETTER OF INTENT........................................................................ S-19
DETERMINATION OF NET ASSET VALUE........................................................ S-20
TAXES................................................................................... S-20
PORTFOLIO TRANSACTIONS.................................................................. S-23
TRADING PRACTICES AND BROKERAGE......................................................... S-23
DESCRIPTION OF SHARES................................................................... S-25
SHAREHOLDER LIABILITY................................................................... S-25
LIMITATION OF TRUSTEES' LIABILITY....................................................... S-25
</TABLE>
May 11, 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 investment objective is fundamental
and cannot be changed without the consent of shareholders. 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.
S-1
<PAGE>
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.
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
S-2
<PAGE>
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 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.
S-3
<PAGE>
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.
S-4
<PAGE>
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.
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
S-5
<PAGE>
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 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.
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
S-6
<PAGE>
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.
S-7
<PAGE>
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 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
S-8
<PAGE>
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.
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
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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, 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.
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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.
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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.
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
$4.4 billion in assets and 125 banking offices in Michigan and Illinois. As
of December 31, 1998, the Adviser's total assets under management were $3.2
billion. The Adviser has managed bank common funds, pension plan assets and
personal trust assets since 1927.
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For its services, the Adviser is entitled to a fee, which is calculated daily
and paid monthly, at an annual rate based .34%. The Adviser has voluntarily
agreed to waive a portion of its fees in order to limit the total operating
expenses of Institutional and Class A shares of the Portfolio (exclusive of
distribution expenses charged to Class A shares) to not more than 1.10% of
the Portfolio's average daily net assets. The Adviser reserves the right, in
its sole discretion, to terminate this voluntary fee waiver at any time.
The Glass-Steagal Act restricts the securities activities of banks such as
the Adviser, but federal regulatory authorities permit such banks to provide
investment advisory and other services to mutual funds. Should this position
be challenged successfully in court or reversed by legislation, the Trust
might have to make other investment advisory arrangements.
THE SUB-ADVISER
NICHOLAS-APPLEGATE CAPITAL MANAGEMENT
Nicholas-Applegate Capital Management ("Nicholas-Applegate") serves as
sub-adviser to the Portfolio. Nicholas-Applegate and the Trust, on behalf of
the Portfolio, 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.
Nicholas-Applegate has operated as a registered investment adviser providing
investment advisory services for a wide variety of clients including
employee benefit plans, university endowments, foundations, public retirement
systems and unions, other institutional investors and individuals since 1984
and, since April 1987, investment companies. As of January 31, 1999,
Nicholas-Applegate had discretionary management authority with respect to
approximately $32 billion of assets. Nicholas-Applegate is controlled by its
general partner, Nicholas-Applegate Capital Management Holdings, L.P., a
California limited partnership, which is controlled by a corporation which,
in turn, is controlled by a corporation controlled by Arthur E. Nicholas.
The principal business address of Nicholas-Applegate is 600 West Broadway,
29th Floor, San Diego, California 92101.
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.
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
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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, Alpha Select Funds, ARK Funds, Armada
Funds, Bishop Street Funds, Boston 1784 Funds-Registered Trademark-, CNI
Charter Funds, CrestFunds, Inc., CUFUND, The Expedition Funds, First American
Funds, Inc., First American Investment Funds, Inc., First American Strategy
Funds, Inc., HighMark Funds, Huntington Funds, The Nevis Fund, Inc., Oak
Associates Funds, The PBHG 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
UAM Funds, Inc. II.
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").
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
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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
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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, Alpha Select Funds, ARK Funds, Armada Funds, Bishop Street
Funds, Boston 1784 Funds-Registered Trademark-, CNI Charter Funds,
CrestFunds, Inc., CUFUND, The Expedition Funds, First American Funds, Inc.,
First American Investment Funds, Inc., First American Strategy Funds, Inc.,
HighMark Funds, Huntington Funds, The Nevis Fund, Inc., Oak Associates Funds,
The Parkstone Group of Funds, The PBHG 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 and TIP Funds, each of which is an open-end management investment
company managed by SEI Investments Mutual Funds Services or its affiliates
and 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, Bishop Street Funds, 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
International Trust, SEI Institutional Investments Trust, SEI Institutional
Managed 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. Partner, Morgan, Lewis & Bockius LLP (law firm),
counsel to the Trust, SEI Investments, the Administrator and the Distributor.
Director of SEI Investments since 1974; Secretary of SEI Investments since
1978. 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 International Trust, SEI Institutional
Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust
and SEI Tax Exempt Trust.
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ROBERT A. PATTERSON (DOB 11/05/27)--Trustee**--Pennsylvania State
University, Senior Vice President, Treasurer (Emeritus); Financial and
Investment Consultant, Professor of Transportation since 1984. 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
International Trust, SEI Institutional Investments Trust, SEI Institutional
Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.
GEORGE J. SULLIVAN, JR. (DOB 11/13/42)--Trustee**--Chief Executive
Officer, Newfound Consultants Inc. since April 1997. General Partner, Teton
Partners, L.P., June 1991-December 1996; Chief Financial Officer, Noble
Partners, L.P., March 1991-December 1996; Treasurer and Clerk, Peak Asset
Management, Inc., since 1991; Trustee, Navigator Securities Lending Trust,
since 1995. Trustee of The Advisors' Inner Circe Fund, The Expedition Funds,
Oak Associates Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI
Index Funds, SEI Institional International Trust, SEI Institutional
Investments Trust, SEI Institutional Managed 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 SEI Investments 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 SEI Investments, the
Administrator and the Distributor since 1998. Assistant General Counsel and
Director of Arbitration, Philadelphia Stock Exchange, 1989-1998.
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KATHY HEILIG (DOB 12/21/58)--Vice President and Assistant
Secretary--Treasurer of SEI Investments since 1997; Vice President of SEI
Investments since 1991. Vice President and Treasurer of the Administrator
since 1997. Assistant Controller of SEI Investments and Vice President of
the Distributor since 1995; Director of Taxes of SEI Investments, 1987 to
1991. Tax Manager, Arthur Andersen LLP prior to 1987.
JOSEPH M. O'DONNELL (DOB 11/13/54)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of SEI Investments, 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.
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 SEI Investments, 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)--President, Chief Executive Officer,
Controller and Chief Financial Officer--President and Senior Vice President
of Fund Accounting and Administration of the Administrator since 1998. Vice
President of Fund Accounting and Administration of the Administrator
1996-1998. Vice President of the Distributor since December 1997. Vice
President, Fund Accounting, BISYS Fund Services, September 1995 -- November
1996. Senior Vice President and Site Manager, Fidelity Investments,
1981-September 1995.
JOHN H. GRADY, JR. (DOB 06/01/61)--Secretary--1701 Market Street,
Philadelphia, PA 19103, Partner since 1995, Morgan, Lewis & Bockius LLP (law
firm), counsel to the Trust, SEI Investments, the Administrator and the
Distributor.
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* 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, Storey and Sullivan serve as members of
the Audit Committee of the Portfolio.
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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) to the power of (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.
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
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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.
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.
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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
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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.
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
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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.
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
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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 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
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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.
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
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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.
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