The Fund outperformed the broader market, earning roughly break even results during the first quarter while the S&P 500 Index declined more than two percent for the same time period. While first quarter performance overall might appear somewhat uneventful, the relative stillness of the Fund's net asset value contrasts with a fair amount of portfolio activity to start off the year. Some combination of specific company developments and research initiative motivated the elimination of five Fund portfolio positions and initiation of three new company purchases during the first quarter. The three new positions added to the Fund portfolio included Entercom Communications, (a radio broadcaster) as well as Tyco International and United Technologies (both companies with a diversified mix of business interests). Though we have made only initial allocations to these positions, we are encouraged by the quality of their underlying business economics and optimistic about their prospects as investments.

Many of the businesses we investigate across diverse industries are related to one another, directly through their "value chains" or sometimes more indirectly in terms of common traits. As such, we often find that it is difficult to identify the true point of research effort origination on a particular company within a research process that is continuous and ongoing. We view the ownership period for portfolio companies through a similarly unbounded lens; initial purchases like those referenced above represent an interim stage along the continuum of our knowledge accumulation rather than its culmination. Across the breadth of companies - from prospective portfolio candidates to newer positions and longer term holdings, and even to previously owned companies - a similar philosophy prevails. We remain watchful for additional opportunities, respectful of developing risks and ever mindful that the price-to-value relationship for individual businesses is the primary variable which motivates our actions as stewards of your capital.

Part and parcel of that mindset is that we regularly challenge the assumptions that support, and test the business progress of, the portfolio companies to which we have made allocations of capital. In that regard, we eliminated four Fund portfolio positions during the first quarter: AutoZone, Dow Jones, Hewlett Packard, and Ross Stores. (A fifth position included in portfolio sales activity, PHH Corp., did not appear as a previous holding because it was formerly a wholly-owned subsidiary of Cendant.) The common denominator among these actions was a narrowing of our assessment of the distance between current stock price and intrinsic value, the fundamental support post for our decisions. The proximate factors surrounding each were diverse, running the gamut from realization of value, management changes and our discomfort with an evolving business profile, to businesses or management teams not meeting our expectations. We will provide a more detailed review related to sell activity and other thoughts in the forthcoming First Quarter 2005 Investment Adviser's Review.

Finally, we note that because both the number of companies which were sold in the Fund and the amount of capital committed to them outweighed those that were added, the Fund's cash/cash equivalents balance in March is higher than at year end. We expect this will be a temporary situation, though we cannot predict its precise duration. We do know that our research effort continues apace, and it remains our expectation that our efforts in that regard will likely surface additional opportunities in selected individual good businesses, with good management, offered at attractive prices. We maintain a focus on the preservation of capital and its conservative growth over successive three-to-five year time frames, and encourage shareholders to observe those ranges for appropriate evaluation of progress.

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. Information concerning the performance of the Fund and its investment adviser's recommendations over the last year are available upon request. 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.

An investor should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. The Fund's prospectus contains this and other important information. To obtain a copy of the Oak Value Fund's prospectus please visit our website at www.oakvaluefund.com or call 1-800-622-2474 and a copy will be sent to you free of charge. Please read the prospectus carefully before you invest. The Oak Value Fund is distributed by Ultimus Fund Distributors, LLC.