While we do not believe that hyperactivity paves the road to investment success, neither is the investment business a business which rewards ignorance or sloth. We recognize that business values are constantly changing, expanding or contracting in response to competitive forces and other environmental changes. Our research effort remains focused on understanding the factors that influence intrinsic value (and the changes thereto) for portfolio positions and other companies we may be following. Evaluating threats and considering evolving opportunities are essential components of our analytical process.

Enclosed is the quarterly statement for your Oak Value Fund account, indicating any account activity (share purchases or redemptions, distributions, etc.) and the September 30, 2004 share balance, net asset value and total account value. We initiated one new, and eliminated one existing Fund portfolio position during the third quarter. Portfolio company values drifted lower during the third quarter, marginally underperforming the broad stock market benchmark, the S&P 500 Index, for that period. Negative performance at the Fund portfolio level was confined to the summer months, with some improvement in September. Results for the calendar year through three quarters have left Fund portfolio values roughly where they began 2004. We will provide additional detail about portfolio operations in our forthcoming Third Quarter 2004 Investment Adviser's Review.

Recent times are no exception from the axiom that the professional pundit class always offers proximate causes for near term stock price behavior. Several interrelated and somewhat recursive explanations are offered in the form of Middle East unrest, oil price hikes, consumer price inflation and rising interest rates, with the uncertainty of a close presidential election tossed in for good measure. Our experience is that whatever explanation du jour is offered for stock price behavior, good or bad, while perhaps a reflection of current reality, is in our view nearly always divorced from appropriate perspective on the market.

When a stock price moves across a wide band in a short period of time, we are sometimes asked how a company of that size could go down that much. Differing opinions of worth in highly liquid markets often lead to short term stock price volatility that is not proportional to changes in business value. The shorter the time horizon, the less proportional such changes are likely to be. Over the long term, our experience suggests that business values and market values tend to be more closely aligned. Consequently, we continue to support longer (a minimum of 3-5 years) time horizons for examining progress. Though the recent flat results from the Fund portfolio may be encouraging some level of restlessness, performance generally remains ahead of the broad market. Moreover, we take solace in the ongoing progress of the collection of what we view as very good businesses comprising the Fund portfolio which is largely characterized by modest valuations, above average growth and economic prospects, and effective capital allocation on the part of professional management teams. As Mr. Graham once put it, "In the short run, the market is a voting machine. In the long run, it is a weighing machine." History suggests that businesses with these characteristics tend to "weigh in" just fine, and we expect nothing less from them over time.

Within this context, we remain vigilant in our pursuit of good businesses, with good management, at attractive prices. It is often our challenge to demonstrate the value of an intangible, intellectual exercise, especially over shorter time horizons during which the correlation between the quality of our analysis and desirable investment outcomes can be less than obvious. The ultimate tangible outcome will be our long term success at achieving investment results that are above average, competitive with alternative uses of capital and provide Fund shareholders with adequate rewards for the investment risk we assume.

Oak Value Fund Co-Managers,

David R. Carr, Jr.

Larry D. Coats, Jr.

Matthew F. Sauer

Important Information: 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. An investor should consider the Fund's investment objectives, risks, and charges and expenses carefully before investing. The Fund's prospectus contains this and other important information. 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.

For more information about the Oak Value 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. The Oak Value Fund is distributed by Ultimus Fund Distributors, LLC.