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April 2003

To Our Fellow Shareholders:

"A cynic is a man who knows the price of everything but the value of nothing."
-Oscar Wilde

We have often commented on the distinction between price and value. The current market environment is decidedly focused on price; some of the resultant adjustments are appropriate while others are not. The upshot is an odd pairing of near-term frustration with long-term opportunity for us and for you. Current general market concerns and a continued negative economic environment include both well known items we have reviewed in the past as well as a few new developments. Fallout from the late ‘90s bull market excesses continues. The economy is weak as it slowly digests overcapacity. Geopolitical uncertainty remains high even for those already thinking beyond the current conflict. And most recently, the SARS health scare appears poised to trim some percentage points from economic growth domestically and internationally.

Within this context, we continue to advise shareholders to maintain modest positive return expectations, but also to sustain their confidence. We have carefully selected portfolio companies that, in our opinion, retain the ability to perform well in their respective industries in an improved economic climate. In the waiting period until then, most portfolio companies are quietly (and perhaps invisibly to the casual observer) growing their intrinsic value and positioning their operations for better times. Some of them are even now experiencing success that makes them more valuable enterprises in the long run, exhibiting merits that will unfortunately have to wait for recognition in a more optimistic setting. We will provide additional portfolio detail in our forthcoming First Quarter 2003 Portfolio Commentary.

There are many examples of endeavors where intervening progress, or perception thereof, varies and even ebbs on a path to ultimate advancement. In the purely financial realm, there are periodic instances in which the owners of assets rationally choose to ignore price quotes they deem inadequate. Homeowners wait for the right buyer, or the right buying season, or a better economy. Commercial real estate construction responds to pricing incentives, as does the production of agricultural and material commodities. Private business owners recognize certain climates as more or less favorable to selling their equity interests. (Witness the current moribund state of the market for initial public offerings experiencing its lowest volume in decades.) Equity owners should act no less rationally; nonetheless, ample evidence indicates that they quite often do.

Often, a choice of discipline over capitulation captures benefits otherwise forfeited. We expect a similar commitment to our time-tested principles to grow capital, obviously not in each and every part of a market cycle, but over long time periods covering multiple cycles. Our rejoinder to market malaise has been to do more of what makes up the core of our investment approach: company research. While pundits wring their hands, we remain focused, evaluating existing holdings and searching for a select few new opportunities. In the worst market for the financial services industry in a generation, we are dedicating more time, effort, and resources to research. We do it as we always have, by studying, traveling to lots of meetings, reading, spending shoe leather, and applying elbow grease. That effort is more valuable in a volatile environment, not less. Recent results are less than desirable, but nothing has changed about our pursuit of good businesses with good management available at attractive prices.

As always, we thank you for your support.

George W. Brumley, III

David R. Carr, Jr.

Please note: The information presented above is not to be construed as an offer or solicitation to purchase the Oak Value Fund (the "Fund"), which is offered only by prospectus. Information concerning the performance of the Fund and its investment adviser's recommendations over the last year are available upon request. Past performance is no indication of future performance. You should not assume that future recommendations will be as profitable or will equal the performance of past recommendations. The Fund and its investment adviser do not subscribe to any particular viewpoint about causes and effects of events in the broad capital markets, other than that they are not predictable in advance. Specifically, nothing contained in this letter should be construed as a forecast of overall market movements, either in the short or long term. Any performance data quoted represents past performance and the investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.

For more information about the Fund, including objectives, strategies, risks, charges and expenses, please obtain a copy of the Fund's prospectus which is available by calling 1-800-622-2474 or at www.oakvaluefund.com. Please read the prospectus carefully before you invest.