OAK ASSOCIATES FUNDS, 485APOS, 1998-12-29

OAK ASSOCIATES FUNDS
485APOS, 1998-12-29

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1998
FILE NO. 811-08549
FILE NO. 333-42115
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 3 /X/
AND
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 3 /X/

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OAK ASSOCIATES FUNDS
(Exact Name of Registrant as Specified in Charter)

2 Oliver Street
Boston, Massachusetts 02109
(Address of Principal Executive Offices, Zip Code)
Registrant's Telephone Number, including Area Code: 1-888-462-5386

MARK E. NAGLE
c/o SEI Investments Company
Oaks, Pennsylvania 19456
(Name and Address of Agent for Service)

COPIES TO:
Richard W. Grant, Esquire
John H. Grady, Jr., Esquire
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103

------------------------

It is proposed that this filing will become effective (check appropriate box):

<TABLE>
<C> <S>
/ / immediately upon filing pursuant to paragraph (b)
/ / on [date] pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)
/ / 75 days after filing pursuant to paragraph (a)
/ / on [date] pursuant to paragraph (a) of Rule 485
</TABLE>

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<PAGE>

OAK ASSOCIATES FUNDS

PROSPECTUS
MARCH 1, 1999

PIN OAK AGGRESSIVE STOCK FUND
RED OAK TECHNOLOGY SELECT FUND
WHITE OAK GROWTH STOCK FUND

INVESTMENT ADVISER: OAK ASSOCIATES, LTD.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED ANY FUND SHARES OR
DETERMINED WHETHER THIS PROSPECTUS IS ACCURATE OR COMPLETE.
IT IS A CRIME FOR ANYONE TO TELL YOU OTHERWISE.

<PAGE>

HOW TO READ THIS PROSPECTUS

The Oak Associates Funds is a mutual fund family that offers shares of separate
investment funds (Funds). The Funds have individual investment goals and
strategies. This prospectus gives you important information about the Funds
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 Funds.

FOR MORE DETAILED INFORMATION ABOUT THE FUNDS, PLEASE SEE:

PAGE
PIN OAK AGGRESSIVE STOCK FUND XXX
RED OAK TECHNOLOGY SELECT FUND XXX
WHITE OAK GROWTH STOCK FUND XXX
MORE INFORMATION ABOUT RISK XXX
EACH FUND'S OTHER INVESTMENTS XXX
THE INVESTMENT ADVISER AND FUND MANAGERS XXX
PURCHASING, SELLING AND EXCHANGING FUND SHARES XXX
DIVIDENDS, DISTRIBUTIONS AND TAXES XXX
FINANCIAL HIGHLIGHTS XXX
HOW TO OBTAIN MORE INFORMATION ABOUT THE
OAK ASSOCIATES FUNDS XXX

<PAGE>

Introduction
- --------------------------------------------------------------------------------

Each Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

Each Fund has its own investment goal and strategies for reaching that goal.
The Adviser invests Fund assets in a way that the Adviser believes will help a
Fund achieve its goal. Still, investing in a Fund involves risk and there is no
guarantee that a Fund will achieve its goal. The Adviser's judgments about the
markets, the economy, or companies may not anticipate actual market movements,
economic conditions or company performance, and these judgments may affect the
return on your investment. In fact, no matter how good a job the Adviser does,
you could lose money on your investment in a Fund, just as you could with other
investments.

The value of your investment in a Fund is based on the market value of the
securities the Fund 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 a Fund owns and the markets in which they trade. The
effect on a Fund of a change in the value of a single security will depend on
how widely the Fund diversifies its holdings.

Page 3 of 26
<PAGE>

Pin Oak Aggressive Stock Fund

FUND SUMMARY

Investment Goal Long-term capital growth

Investment Focus Common stock of small and mid-sized
U.S. companies

Share Price Volatility High

Principal Investment Strategy Investing in companies who are key
performers within growing industries.

Investor Profile Investors who want capital
appreciation potential and who are
willing to be subject to the risks of
small cap equity investing.

INVESTMENT STRATEGY OF THE PIN OAK AGGRESSIVE STOCK FUND

The Fund invests primarily in common stocks of U.S. companies with small to
medium market capitalizations (between $500 million and $5 billion). In
selecting investments for the Fund, we choose stocks of companies which we
believe have above average growth potential at attractive prices. We look for
industry sectors that we feel have the best potential for long-term growth, then
focus in on the key performers in those areas. We will not sell a Fund company
merely because it has grown above the market capitalization range if the company
has additional growth potential. We buy and hold companies for the long-term,
and seek to keep fund turnover to a minimum.

PRINCIPAL RISKS OF INVESTING IN THE PIN OAK AGGRESSIVE STOCK FUND

Although the Fund is diversified, the Adviser's investment strategy focuses on a
relatively small number of issuers in a narrow range of industries. As a
result, poor performance or adverse economic events effecting one or more of the
Fund companies could have a greater impact on the Fund than it would on a more
diversified fund.

Page 4 of 26
<PAGE>

Since it purchases equity securities, the Fund 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 Fund'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 Fund.

The smaller capitalization companies the Fund invests in may be more vulnerable
to adverse business or economic events than larger, more established companies.
In particular, these small companies may have limited product lines, markets and
financial resources, and may depend upon a relatively small management group.
Therefore, small cap stocks may be more volatile than those of larger companies.
These securities may be traded over-the-counter or listed on an exchange and may
or may not pay dividends.

The Fund is also subject to the risk that its market segment, small and mid-cap
growth equity securities, 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 FUND. OF COURSE, THE FUND'S PAST PERFORMANCE
DOES NOT NECESSARILY INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE.

This table compares the Fund's average annual total returns for the periods
ending December 31, 1998 to those of the S&P MidCap 400 Index and the Russell
2000 Index.

Life of
1 year 3 years 5 years Fund
------ ------- ------- -------
Pin Oak X.XX% X.XX% X.XX% X.XX%*
Aggressive
Stock Fund
S&P MidCap 400 X.XX% X.XX% X.XX% X.XX%**
Index
Russell 2000 X.XX% X.XX% X.XX% X.XX%***
Index
* Since [inception date]
** Since [calc. date for index]
***Since [calc. date for index]

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.

Page 5 of 26
<PAGE>

The S&P MidCap 400 Index is a widely-recognized, capitalization-weighted
(companies with larger market capitalizations have more influence than those
with smaller market capitalizations) index of 400 domestic mid-cap stocks
chosen for market size, liquidity, and industry group representation.

The Frank Russell 2000 Small Stock Index is a widely-recognized, capitalization-
weighted (companies with larger market capitalizations have more influence than
those with smaller market capitalizations) index of the 2,000 smallest U.S.
companies out of the 3,000 largest companies.

Page 6 of 26
<PAGE>

FUND FEES AND EXPENSES

This table describes the shareholder fees that you may pay if you purchase or
sell Fund shares. You would pay these fees directly from your investment in the
Fund.

Maximum Sales Charge (Load) Imposed
on Purchases (as a percentage of
offering price None
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Maximum Deferred Sales Charge (Load) None
(as a percentage of net asset value)
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Maximum Sales Charge (Load) Imposed on None
Reinvested Dividends and other
Distributions (as a percentage of
offering price)
- --------------------------------------------------------------------------------
Redemption Fee None
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Exchange Fee None

Every mutual fund has operating expenses to pay for services such as
professional advisory, shareholder, distribution, administration and custody
services and other costs of doing business. This table describes the highest
fees that you may pay indirectly if you hold shares of the Fund.

ANNUAL FUND OPERATING EXPENSES

Investment Advisory Fees .XX%
Other Expenses .XX%
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses X.XX%

The table shows the highest expenses that could be currently charged to the
Fund. Actual expenses are lower because the Adviser is voluntarily waiving a
portion of its fees. Actual Investment Advisory Fees and Total Operating
Expenses are [ %] and [ %], respectively. The Adviser could discontinue
this voluntary waiver at any time. For more information about these fees, see
"Investment Adviser."

EXAMPLE

Page 7 of 26
<PAGE>

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund 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 and Fund
expenses remain the same. Although your actual costs and returns might be
different, your approximate costs of investing $10,000 in the Fund would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
$XXX $XXX $XXX $XXX

Page 8 of 26
<PAGE>

Red Oak Technology Select Fund

Fund Summary

Investment Goal Long-term capital growth

Investment Focus U.S. common stocks

Share Price Volatility High

Principal Investment Strategy Investing in common stocks of a small
number of companies that have strong
potential to benefit from technology.

Investor Profile Investors who want significant growth
potential, and who are willing to
accept the risks of a non-diversified,
concentrated Fund.

INVESTMENT STRATEGY OF THE RED OAK TECHNOLOGY SELECT FUND

The Fund invests in common stocks of a small number of companies which rely
extensively on technology in their product development or operations, or which
are expected to benefit from technological advances and improvements. The Fund
is concentrated (invests at least 25% of its assets) in "technology companies"
which develop, produce or distribute products or services related to computers,
semi-conductors and electronics. We will not base stock selections on a
company's size, but rather on assessment of a company's fundamental prospects
for growth. We buy and hold companies for the long-term, and seek to keep fund
turnover to a minimum.

PRINCIPAL RISKS OF INVESTING IN THE RED OAK TECHNOLOGY SELECT FUND

The Fund is subject to the risk that the relatively few securities of issuers in
the technology industry that the Fund purchases will underperform the market as
a whole. To the extent that the Fund's investments are concentrated in issuers
conducting business in the technology industry, the Fund is subject to
legislative or regulatory changes, adverse market conditions and/or increased
competition affecting that industry.

Page 9 of 26
<PAGE>

The Fund is non-diversified, which means that it may invest in the securities of
relatively few issuers. As a result, the Fund may be more susceptible to a
single adverse economic or political occurrence affecting one or more of these
issuers, and may experience increased volatility due to its investments in those
securities.

Since the Fund's investments are focused on a single economic sector, it is
subject to the risk that the technology sector will underperform the broader
market, as well as the risk that issuers in the technology sector will be
impacted by market conditions, legislative or regulatory changes, or
competition.

The Fund is also subject to the risk that its market segment, growth equity
securities of technology companies, may underperform other equity market
segments or the equity markets as a whole.

FUND FEES AND EXPENSES

This table describes the shareholder fees that you may pay if you purchase or
sell Fund shares. You would pay these fees directly from your investment in the
Fund.

Page 10 of 26
<PAGE>

Maximum Sales Charge (Load) Imposed on None
Purchases (as a percentage of offering
price)
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Maximum Deferred Sales Charge (Load) None
(as a percentage of net asset value)
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Maximum Sales Charge (Load) Imposed on None
Reinvested Dividends and other
Distributions (as a percentage of
offering price)
- --------------------------------------------------------------------------------
Redemption Fee None
- --------------------------------------------------------------------------------
Exchange Fee None

EVERY MUTUAL FUND HAS OPERATING EXPENSES TO PAY FOR SERVICES SUCH AS
PROFESSIONAL ADVISORY, SHAREHOLDER, DISTRIBUTION, ADMINISTRATION AND CUSTODY
SERVICES AND OTHER COSTS OF DOING BUSINESS. THIS TABLE DESCRIBES THE HIGHEST
FEES AND EXPENSES THAT YOU MAY PAY INDIRECTLY IF YOU HOLD SHARES OF THE FUND.

ANNUAL FUND OPERATING EXPENSES

Investment Advisory Fees .XX%
Other Expenses .XX%
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses X.XX%

THE TABLE SHOWS THE HIGHEST EXPENSES THAT COULD BE CURRENTLY CHARGED TO THE
FUND. ACTUAL EXPENSES ARE LOWER BECAUSE THE ADVISER IS VOLUNTARILY WAIVING A
PORTION OF ITS FEES. ACTUAL INVESTMENT ADVISORY FEES AND TOTAL OPERATING
EXPENSES ARE [ %] AND [ %], RESPECTIVELY. THE ADVISER COULD DISCONTINUE
THIS VOLUNTARY WAIVER AT ANY TIME. FOR MORE INFORMATION ABOUT THESE FEES, SEE
"INVESTMENT ADVISER."

EXAMPLE

1 Year 3 Year
------ ------
$XXX $XXX

Page 11 of 26
<PAGE>

White Oak Growth Stock Fund

Fund Summary

Investment Goal Long-term capital growth

Investment Focus U.S. common stocks

Share Price Volatility Medium

Principal Investment Strategy Investing in common stocks of large
capitalization companies that are key
performers within growing industries.

Investor Profile Investors who want long-term growth of
capital and who are willing to be
subject to the risks of equity
investing.

INVESTMENT STRATEGY OF THE WHITE OAK GROWTH STOCK FUND

The Fund invests primarily in common stocks of established U.S. companies with
large market capitalizations (in excess of $5 billion). In selecting
investments for the Fund, we choose stocks of companies which we believe have
above average growth potential at attractive prices. We look for industry
sectors that we feel have the best potential for long-term growth, then focus in
on the key performers in those areas. We buy and hold companies for the
long-term, and seek to keep fund turnover to a minimum.

PRINCIPAL RISKS OF INVESTING IN THE WHITE OAK GROWTH STOCK FUND

Although the Fund is diversified, its investment strategy focuses on a
relatively small number of issuers in a narrow range of industries. As a
result, poor performance or adverse economic events effecting one or more of the
Fund companies could have a greater impact on the Fund than it would on a more
diversified fund.

Page 12 of 26
<PAGE>

The Fund is also subject to the risk that its market segment, large cap growth
equity securities, 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 Fund. Of course, the Fund's past performance
does not necessarily indicate how the Fund will perform in the future.

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDING DECEMBER 31, 1998 TO THOSE OF THE S&P 500 INDEX.

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years Life of Fund
------ ------- ------- ------------
<S> <C> <C> <C> <C>
White Oak X.XX% X.XX% X.XX% X.XX%*
Growth Fund
S&P 500 Index X.XX% X.XX% X.XX% X.XX%**

*Since [inception date]
**Since [calc. date for index]
</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. Most,
but not all, large capitalization stocks are in the index. There are also some
small capitalization stocks in the index. Stocks included in the index are
mostly NYSE listed companies, with some AMEX and Nasdaq Stock Market stocks.

Page 13 of 26
<PAGE>

FUND FEES AND EXPENSES

This table describes the shareholder fees that you may pay if you purchase or
sell Fund shares. You would pay these fees directly from your investment in a
Fund.

Every mutual fund has operating expenses to pay for services such as
professional advisory, shareholder, distribution, administration and custody
services and other costs of doing business. This table describes the highest
fees and expenses that you may pay indirectly if you hold shares of the Fund.

ANNUAL FUND OPERATING EXPENSES

Investment Advisory Fees .XX%
Other Expenses .XX%
- --------------------------------------------------------------------------------
Total Annual Fund Operating Expenses X.XX%

EXAMPLE

Page 14 of 26
<PAGE>

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
$XXX $XXX $XXX $XXX

Page 15 of 26
<PAGE>

More Information About Risk

Below we have summarized the additional risks of investing in each Fund:

EQUITY RISK - The Funds may invest in public All Funds
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 Funds invest
will cause the net asset values of the Funds to
fluctuate. An investment in the Funds may be
more suitable for long-term investors who can
bear the risk of share price fluctuations.

YEAR 2000 RISK - The Funds depend on the smooth All Funds
functioning of computer systems in almost every
aspect of their business. Like other mutual
funds, businesses and individuals around the
world, the Funds could be adversely affected if
the computer systems used by their service
providers do not properly process dates on and
after January 1, 2000, and distinguish between
the year 2000 and the year 1900. The Funds
have asked their service providers whether they
expect to have their computer systems adjusted
for the year 2000 transition, and are seeking
assurances from each service provider that they
are devoting significant resources to prevent
material adverse consequences to the Funds.
While it is likely that such assurances will be
obtained, the Funds and their 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 Funds do business.

Page 16 of 26
<PAGE>

EACH FUND'S OTHER INVESTMENTS

In addition to the investments and strategies described in this prospectus, each
Fund also may invest in other securities, use other strategies and engage in
other investment practices, which are described in detail in our Statement of
Additional Information. Of course, we cannot guarantee that any Fund will
achieve its investment goal.

The investments and strategies described in this prospectus are those that we
use under normal conditions. During unusual economic or market conditions, or
for temporary defensive or liquidity purposes, each Fund may invest up to 100%
of its assets in money market instruments. When a Fund is investing for
temporary defensive purposes, it is not pursuing its investment goal.

INVESTMENT ADVISER

The Investment Adviser makes investment decisions for the Funds and continuously
reviews, supervises and administers each Fund's respective investment program.
The Board of Trustees supervises the Adviser and establishes policies that the
Adviser must follow in its management activities.

Oak Associates, Ltd serves as the Adviser to the Pin Oak Aggressive Stock Fund,
Red Oak Technology Select Fund and White Oak Growth Stock Fund. As of December
31, 1998, Oak Associates, Ltd. had approximately ______________in assets under
management. For the fiscal period ended October 31, 1998, Oak Associates Ltd.
received advisory fees of:

Pin Oak Aggressive Stock Fund ________ %
Red Oak Technology Select Fund N/A*
White Oak Growth Stock Fund ________ %

* AS OF OCTOBER 31, 1998, THE RED OAK TECHNOLOGY SELECT FUND WAS NOT OPEN TO
INVESTORS.

Page 17 of 26
<PAGE>

FUND MANAGERS

James D. Oelschlager has served as President of Oak Associates, Ltd. and its
predecessor since 1985. He has managed the Pin Oak Aggressive Stock Fund and
White Oak Growth Stock Fund and co-managed the Red Oak Technology Select Fund
since inception. He has more than 29 years of investment experience. Prior to
founding Oak Associates, Ltd., James D. Oelschlager served as Director of
Pension Investments/Assistant Treasurer for the Firestone Tire & Rubber Company.

Doug MacKay has served as a Research Analyst for Oak Associates, Ltd. since
1991. He has co-managed the Red Oak Technology Select Fund since its inception
and serves as Assistant Fund Manager for the Pin Oak Aggressive Stock Fund and
the White Oak Growth Stock Fund. He has more than 8 years of investment
experience. Prior to joining Oak Associates, Ltd., Doug MacKay served as a
credit analyst with Pittsburgh National Bank.

Donna Barton has served as a Trader for Oak Associates, Ltd. and its predecessor
since 1985. She serves as Assistant Fund Manager for the Pin Oak Aggressive
Stock Fund and the White Oak Growth Stock Fund. She has more than 18 years of
investment experience.

Page 18 of 26
<PAGE>

PURCHASING FUND SHARES

How to Purchase Fund Shares

You may purchase shares by:
- - Mail
- - Telephone
- - Wire; or
- - Automated Clearing House (ACH)

You may purchase shares on any day that the New York Stock Exchange is open for
business (a Business Day).

To purchase shares directly from us, please call 1-888-462-5386. Write your
check, payable in U.S. dollars, to "Oak Associates Funds" and include the name
of the appropriate Fund(s) on the check. We cannot accept third-party checks,
credit cards, credit card checks or cash.

We may reject any purchase order if we determine that accepting the order would
not be in the best interests of the Funds or their shareholders.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after we receive your purchase order.

We calculate each Fund's NAV once each Business Day at the regularly-scheduled
close of normal trading on the New York Stock Exchange (normally, 4:00 p.m.
Eastern time). So, for you to receive the current Business Day's NAV, we must
receive your purchase order before 4:00 p.m. Eastern time.

Certain investors who deal with a financial institution or financial
intermediary will have to follow the institution's or intermediary's procedures
for transacting with the Fund. If you purchase, sell or exchange Fund shares
through a financial institution (rather than directly from us), you may have to
transmit your purchase, sale and exchange requests to your financial institution
at an earlier time for your transaction to become effective that day. This
allows the financial institution time to process your request and transmit it to
us. For more information about how to purchase, sell or exchange Fund shares
through your financial institution, you should contact your financial
institution directly.

How We Calculate NAV

Page 19 of 26
<PAGE>

NAV for one Fund share is the value of that share's portion of all of the assets
in the Fund.

In calculating NAV, we generally value a Fund's investment portfolio at market
price. If market prices are unavailable or we think that they are unreliable,
fair value prices may be determined in good faith using methods approved by the
Board of Trustees.

MINIMUM PURCHASES

To purchase shares for the first time, you must invest at least $2,000 in any
Fund.

SYSTEMATIC INVESTMENT PLAN

You may purchase shares of the Funds automatically through regular deductions of
at least $25 from your checking or savings account.

SELLING FUND SHARES

HOW TO SELL YOUR FUND SHARES

You may sell (sometimes called "redeem") your shares on any Business Day by
contacting us directly by mail or telephone by calling 1-888-462-5386.

You may also sell your shares by contacting your financial institution by mail
or telephone.

If you would like your sale proceeds to be sent 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).

The sale price of each share will be the next NAV determined after we receive
your request.

SYSTEMATIC WITHDRAWAL PLAN

If you have at least $25,000 in your account, you may use the systematic
withdrawal plan. Under the plan you may arrange monthly, quarterly, semi-annual
or annual automatic withdrawals of at least $100 from any Fund. The proceeds of
each withdrawal will be mailed to you by check or electronically transferred to
your account.

Page 20 of 26
<PAGE>

Receiving Your Money

Normally, we will send your sale proceeds within seven Business Days after we
receive your request. Your proceeds can be wired to your bank account (subject
to a $10 fee) or sent to you by check. IF YOU RECENTLY PURCHASED YOUR SHARES BY
CHECK, REDEMPTION PROCEEDS MAY NOT BE AVAILABLE UNTIL YOUR CHECK HAS CLEARED
(WHICH MAY TAKE UP TO 15 BUSINESS DAYS).

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
Fund's remaining shareholders) we might pay all or part of your redemption
proceeds in liquid securities with a market value equal to the redemption price
(redemption in kind). It is highly unlikely that your shares would ever be
redeemed in kind, but if they were you would probably have to pay brokerage
costs to sell the securities distributed to you, as well as taxes on any capital
gains from the sale as with any redemption.

INVOLUNTARY SALES OF YOUR SHARES

If your account balance drops below $2,000 because of redemptions, you may be
required to sell your shares. But, we will always give you at least 60 days'
written notice to give you time to add to your account and avoid the sale of
your shares.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

We may suspend your right to sell your shares if the NYSE restricts trading, the
SEC declares an emergency or for other reasons. More information about this is
in our Statement of Additional Information.

Page 21 of 26
<PAGE>

EXCHANGING FUND SHARES

HOW TO EXCHANGE YOUR SHARES

You may exchange your shares on any Business Day by contacting us directly by
mail or telephone.

You may also exchange shares through your financial institution by mail or
telephone.

IF YOU RECENTLY PURCHASED SHARES BY CHECK, YOU MAY NOT BE ABLE TO EXCHANGE YOUR
SHARES UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15 BUSINESS DAYS).
This exchange privilege may be changed or canceled at any time upon 60 days'
notice.

When you exchange shares, you are really selling your shares and buying other
Fund shares. So, your sale price and purchase price will be based on the NAV
next calculated after we receive your exchange request.

Telephone Transactions

Purchasing, selling and exchanging Fund 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.

Page 22 of 26
<PAGE>

OTHER INFORMATION

Dividends and Distributions

Each Fund distributes its income annually and makes distributions of capital
gains, if any, at least annually. If you own Fund shares on a Fund's record
date, you will be entitled to receive the distribution.

You will receive dividends and distributions in the form of additional Fund
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 ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below we have summarized some important tax
issues that affect the Funds and their shareholders. This summary is based on
current tax laws, which may change.

Each Fund 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 a Fund may be taxable whether or not you reinvest them. Capital
gains distributions may be taxable at different rates depending on the length of
time a Fund holds its portfolio securities. YOU MAY BE TAXED ON EACH SALE OR
EXCHANGE OF FUND SHARES.

MORE INFORMATION ABOUT TAXES IS IN OUR STATEMENT OF ADDITIONAL INFORMATION.

Page 23 of 26
<PAGE>

FINANCIAL HIGHLIGHTS

The tables that follow presents performance information about each Fund.
This information is intended to help you understand each Fund's financial
performance for the past five years, or, if shorter, the period of the Fund's
operations. Some of this information reflects financial information for a
single Fund share. The total returns in the table represent the rate that you
would have earned (or lost) on an investment in a Fund, assuming you
reinvested all of your dividends and distributions. As of October 31, 1998,
the Red Oak Technology Select Fund was not open to investors.

This information has been audited by Arthur Andersen, LLP, independent public
accountants. Their report, along with each Fund's financial statements,
appears in the annual report that accompanies our Statement of Additional
Information. You can obtain the annual report, which contains more
performance information, at no charge by calling 1-888-462-5386.

Page 24 of 26
<PAGE>

OAK ASSOCIATES FUNDS

INVESTMENT ADVISER

Oak Associates, Ltd.
3875 Embassy Parkway
Suite 250
Akron, Ohio 44333

DISTRIBUTOR

SEI Investment Distribution Co.
One Freedom Valley Road
Oaks, Pennsylvania 19456

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP
1800 M Street, NW
Washington, DC 20036

More information about the Funds is available without charge through the
following:

-----------------------------------

STATEMENT OF ADDITIONAL INFORMATION (SAI)
Our SAI dated March 1, 1999, includes more detailed information about the Oak
Associates Funds. 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 each Fund's holdings and contain information from the Fund's
managers about strategies, and recent market conditions and trends. The reports
also contain detailed financial information about the Funds.

TO OBTAIN MORE INFORMATION:
By Telephone: Call 1-888-462-5386

By Mail: Write to us
Oak Associates Funds
P.O. Box 419441
Kansas City, Missouri 64141-6441

Page 25 of 26
<PAGE>

By Internet: www.oakassociates.com

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-annual
reports, as well as other information about the Oak Associates Funds, 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 Oak Associates Funds'
Investment Company Act registration number is 811-8549.

Page 26 of 26

<PAGE>
TRUST: OAK ASSOCIATES FUNDS

Funds:

White Oak Growth Stock Fund
Pin Oak Aggressive Stock Fund
Red Oak Technology Select Fund

Investment Adviser:

Oak Associates, Ltd.

This STATEMENT OF ADDITIONAL INFORMATION is not a prospectus. It is intended
to provide additional information regarding the activities and operations of Oak
Associates Funds (the "Trust") and should be read in conjunction with the
Trust's prospectuses dated March 1, 1999. Prospectuses may be obtained by
writing to the Trust or calling toll-free 1-888-462-5386.

TABLE OF CONTENTS

<TABLE>
<S> <C>
The Trust................................................................. S-2

Additional Information About Investment Objectives and Policies........... S-2

Description of Permitted Investments...................................... S-4

Investment Limitations.................................................... S-7

The Adviser............................................................... S-8

The Administrator......................................................... S-9

The Distributor........................................................... S-10

The Transfer Agent........................................................ S-10

The Custodian............................................................. S-10

Independent Public Accountants............................................ S-10

Legal Counsel............................................................. S-10

Trustees and Officers of the Trust........................................ S-11

Calculation of Total Return............................................... S-13

Purchasing Shares......................................................... S-13

Redeeming Shares.......................................................... S-14

Determination of Net Asset Value.......................................... S-14

Taxes..................................................................... S-14

Fund Transactions......................................................... S-16

Description of Shares..................................................... S-18

Shareholder Liability..................................................... S-18

Limitation of Trustees' Liability......................................... S-18

Year 2000................................................................. S-18

5% and 25% Shareholders................................................... S-18

Experts................................................................... S-19

Financial Statements...................................................... S-19

Appendix.................................................................. A-1
</TABLE>
<PAGE>
THE TRUST

This Statement of Additional Information relates to the White Oak Growth
Stock Fund (the "White Oak Fund"), Pin Oak Aggressive Stock Fund (the "Pin Oak
Fund") and Red Oak Technology Select Fund (the "Red Oak Fund") (each a "Fund"
and collectively, the "Funds"). Each Fund is a separate series of Oak Associates
Funds (the "Trust"), an open-end investment management company established under
Massachusetts law as a Massachusetts business trust under a Declaration of Trust
dated November 6, 1997. The Declaration of Trust permits the Trust to offer
separate series ("funds") of shares of beneficial interest ("shares"). Each fund
is a separate mutual fund, and each share of each fund represents an equal
proportionate interest in that fund. On February 27, 1998, the White Oak Fund
and Pin Oak Fund acquired substantially all of the assets and liabilities of the
White Oak Growth Stock Fund and Pin Oak Aggressive Stock Fund (the "AIC White
Oak Fund" and the "AIC Pin Oak Fund", respectively, and collectively the
"Predecessor Funds") of the Advisors' Inner Circle Fund. See "Description of
Shares." No investment in shares of a fund should be made without first reading
that fund's prospectus. Capitalized terms not defined herein are defined in the
Prospectus offering shares of the Funds.

The Trust, an open-end investment management company, was organized under
Massachusetts law as a business trust under a Declaration of Trust dated
November 6, 1997. The Declaration of Trust permits the Trust to offer separate
series ("funds") of shares. All consideration received by the Trust for shares
of any fund and all assets of such fund belong to that fund and would be subject
to liabilities related thereto. The Trust reserves the right to create and issue
shares of additional funds.

The Trust pays its (i) operating expenses, including fees of its service
providers, expenses of preparing prospectuses, proxy solicitation material and
reports to shareholders, costs of custodial services and registering its shares
under federal and state securities laws, pricing and insurance expenses,
brokerage costs, interest charges, taxes and organization expenses and (ii) pro
rata share of the Trust's other expenses, including audit and legal expenses.
Expenses not attributable to a specific fund are allocated across all of the
funds on the basis of relative net assets.

VOTING RIGHTS

Each share held entitles the shareholder of record to one vote for each
dollar invested. In other words, each shareholder of record is entitled to one
vote for each dollar of net asset value of the shares held on the record date
for the meeting. Each fund will vote separately on matters relating solely to
it. As a Massachusetts business trust, the Trust is not required, and does not
intend, to hold annual meetings of shareholders. Shareholders approval will be
sought, however, for certain changes in the operation of the Trust and for the
election of Trustees under certain circumstances.

In addition, a Trustee may be removed by the remaining Trustees or by
shareholders at a special meeting called upon written request of shareholders
owning at least 10% of the outstanding shares of the Trust. In the event that
such a meeting is requested, the Trust will provide appropriate assistance and
information to the shareholders requesting the meeting.

ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES AND POLICIES

WHITE OAK GROWTH STOCK FUND

The White Oak Fund seeks long-term capital growth. There can be no assurance
that the Fund will be able to achieve this investment objective.

The White Oak Fund will normally be as fully invested as practicable in
common stocks, but also may invest in warrants and rights to purchase common
stocks, debt securities and preferred stocks convertible into common stocks, and
American Depositary Receipts ("ADRs"). Under normal market conditions, the White
Oak Fund will invest at least 65% if its total assets in common stocks. The Fund
will purchase

S-2
<PAGE>
securities primarily of established companies with large market capitalizations
(an equity market capitalization in excess of $5 billion). The Fund may also
purchase securities of smaller established companies if its investment adviser,
Oak Associates, Ltd. (the "Adviser"), believes that such securities offer
comparable investment opportunities.

PIN OAK AGGRESSIVE STOCK FUND

The Pin Oak Fund seeks long-term growth of capital. There can be no
assurance that the Fund will be able to achieve this investment objective.

The Pin Oak Fund will normally be as fully invested as practicable in common
stocks, but may also invest in warrants and rights to purchase common stocks,
debt securities and preferred stocks convertible into common stocks, and ADRs.
Under normal market conditions, the Pin Oak Fund will invest at least 65% of its
total assets in common stocks. The Fund will purchase securities primarily of
companies with small to medium market capitalizations (an equity market
capitalization between $500 million and $5 billion). These companies may be
positioned in emerging growth industries, I.E., industries comprised largely of
companies that are early in their life cycle, but which, in the Adviser's
judgement, have the potential to become major enterprises. The Pin Oak Fund may
purchase the securities of larger companies if the Adviser believes that they
offer comparable investment opportunities or will stabilize the Fund's net asset
value.

RED OAK TECHNOLOGY SELECT FUND

The Red Oak Fund, a non-diversified portfolio, seeks long-term capital
growth. Current income is incidental to the Red Oak Fund's objective.

Under normal market conditions, the Red Oak Fund will invest primarily in
companies which rely extensively on technology in their product development or
operations, or which are expected to benefit from technological advances and
improvements, and that may be experiencing growth in sales and earnings driven
by technology related products and services. As a result of this focus, the Red
Oak Fund offers investors the significant growth potential of companies that may
be responsible for breakthrough products or technologies or that are positioned
to take advantage of cutting-edge developments.

IN GENERAL

Each Fund will purchase securities that the Adviser believes have strong
earnings potential and reasonable market valuations relative to the market as a
whole and common stocks of companies in the same respective industry
classifications. Each Fund will purchase only those securities that are traded
in the United States on registered exchanges or the over-the-counter market.

Each Fund may invest in debt securities rated AAA by Standard & Poor's
Corporation ("S&P"). Debt rated AAA has the highest rating S&P assigns to a debt
obligation. Such a rating indicates an extremely strong capacity to pay
principal and interest.

Under normal conditions, each Fund may hold up to 15% of its total assets in
cash and investments in the money market instruments described below in order to
maintain liquidity or if the Adviser determines that securities meeting the
Fund's investment objective and policies are not otherwise readily available for
purchase.

The Adviser will enter into repurchase agreements on behalf of a Fund only
with financial institutions deemed to present minimal risk of bankruptcy during
the term of the agreement based on guidelines established and periodically
reviewed by the Trustees.

A Fund will not invest more than 15% of its net assets in illiquid
securities.

S-3
<PAGE>
For temporary defensive purposes during periods when the Adviser determines
that conditions warrant, each Fund may invest up to 100% of its assets in money
market instruments (including securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; certificates of deposit, time
deposits and bankers' acceptances issued by banks or savings & loan associations
having net assets of at least $500 million as of the end of their most recent
fiscal year; commercial paper rated at least A-1 by S&P or Prime-1 by Moody's
Investors Service, Inc.; repurchase agreements involving the foregoing
securities; and, to the extent permitted by applicable law, shares of other
investment companies investing solely in money market instruments) and in cash.

For a description of certain permitted investments, see "Description of
Permitted Investments" in this Statement of Additional Information. For a
description of ratings, see the Appendix in this Statement of Additional
Information.

DESCRIPTION OF PERMITTED INVESTMENTS

AMERICAN DEPOSITARY RECEIPTS ("ADRs")--ADRs are securities, typically issued
by a U.S. financial institution (a "depositary"), that evidence ownership
interests in a security or a pool of securities issued by a foreign issuer and
deposited with the depositary. ADRs may be available through "sponsored" or
"unsponsored" facilities. A sponsored facility is established jointly by the
issuer of the security underlying the receipt and a depositary, whereas an
unsponsored facility may be established by a depositary without participation by
the issuer of the underlying security. Holders of unsponsored depositary
receipts generally bear all the costs of the unsponsored facility. The
depositary of an unsponsored facility frequently is under no obligation to
distribute shareholder communications received from the issuer of the deposited
security or to pass through, to the holders of the receipts, voting rights with
respect to the deposited securities.

BANKERS' ACCEPTANCE--Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by a commercial bank. Bankers' acceptances are used
by corporations to finance the shipment and storage of goods. Maturities are
generally six months or less.

CERTIFICATE OF DEPOSIT--Certificates of deposit are interest bearing
instruments with a specific maturity. They are issued by banks and savings and
loan institutions in exchange for the deposit of funds and normally can be
traded in the secondary market prior to maturity. Certificates of deposit with
penalties for early withdrawal will be considered illiquid.

COMMERCIAL PAPER--Commercial paper is a term used to describe unsecured
short-term promissory notes issued by banks, municipalities, corporations and
other entities. Maturities on these issues vary from a few to 270 days.

CONVERTIBLE SECURITIES--Convertible securities are corporate securities that
are exchangeable for a set number of another security at a prestated price.
Convertible securities typically have characteristics of both fixed income and
equity securities. Because of the conversion feature, the market value of a
convertible security tends to move with the market value of the underlying
stock. The value of a convertible security is also affected by prevailing
interest rates, the credit quality of the issuer and any call provisions.

ILLIQUID SECURITIES--Illiquid securities are securities that cannot be
disposed of within seven business days at approximately the price at which they
are being carried on a Fund's books. An illiquid security includes a demand
instrument with a demand notice period exceeding seven days, where there is no
secondary market for such security, and repurchase agreements with a remaining
term to maturity in excess of seven days.

S-4
<PAGE>
INVESTMENT COMPANY SHARES

Each Fund may invest in shares of other investment companies, to the extent
permitted by applicable law and subject to certain restrictions. These
investment companies typically incur fees that are separate from those fees
incurred directly by the Fund. A Fund's purchase of such investment company
securities results in the layering of expenses, such that shareholders would
indirectly bear a proportionate share of the operating expenses of such
investment companies, including advisory fees, in addition to paying Fund
expenses. Under applicable regulations, a Fund is prohibited from acquiring the
securities of another investment company if, as a result of such acquisition:
(1) the Fund owns more than 3% of the total voting stock of the other company;
(2) securities issued by any one investment company represent more than 5% of
the Fund's total assets; or (3) securities (other than treasury stock) issued by
all investment companies represent more than 10% of the total assets of the
Fund. See also "Investment Limitations."

It is the position of the staff of the Securities and Exchange Commission
("SEC") that certain non-governmental issuers of collateralized mortgage
obligations ("CMOs") constitute investment companies pursuant to the Investment
Company Act of 1940, as amended (the "1940 Act"), and either (a) investments in
such instruments are subject to the limitations set forth above or (b) the
issuers of such instruments have received orders from the SEC exempting such
instruments from the definition of investment company.

OPTIONS

It is an operating policy of the Funds not to write or purchase PUTS, CALLS,
OPTIONS or combinations thereof.

REPURCHASE AGREEMENTS are agreements by which a person (E.G., a Fund)
obtains a security and simultaneously commits to return the security to the
seller (a member bank of the Federal Reserve System or primary securities dealer
as recognized by the Federal Reserve Bank of New York) 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 a Fund for purposes of
its investment limitations. The repurchase agreements entered into by a Fund
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 a Fund, the custodian or its agent must take possession of the
underlying collateral. However, if the seller defaults, the Fund could realize a
loss on the sale of the underlying security to the extent that the proceeds of
the sale, including accrued interest, are less than the resale price provided in
the agreement including interest. In addition, even though the Bankruptcy Code
provides protection for most repurchase agreements, if the seller should be
involved in bankruptcy or insolvency proceedings, a Fund may incur delay and
costs in selling the underlying security or may suffer a loss of principal and
interest if the Fund is treated as an unsecured creditor and is required to
return the underlying security to the seller's estate.

SECURITIES OF FOREIGN ISSUERS

Investments in the securities of foreign issuers may subject a Fund to
investment risks that differ in some respects from those related to investments
in securities of U.S. issuers. Such risks include future adverse political and
economic developments, possible imposition of withholding taxes on income,
possible seizure, nationalization or expropriation of foreign deposits, possible
establishment of exchange controls or taxation at the source or greater
fluctuation in value due to changes in exchange rates. Foreign issuers of
securities often engage in business practices different from those of domestic
issuers of similar securities,

S-5
<PAGE>
and there may be less information publicly available about foreign issuers. In
addition, foreign issuers are, generally speaking, subject to less government
supervision and regulation and different accounting treatment than are those in
the United States.

SECURITIES OF SMALL- AND MID-CAPITALIZATION ISSUERS

The Pin Oak Fund will invest primarily in securities of issuers with small
to medium market capitalizations. Investing in smaller capitalization companies
involves greater risk than is customarily associated with investments in larger,
more established companies. This increased risk may be due to the greater
business risks of smaller size, limited markets and financial resources, narrow
product lines and frequent lack of depth of management. The securities of
smaller companies are often traded in the over-the-counter market and even if
listed on a national securities exchange may not be traded in volumes typical
for that exchange. Consequently, the securities of smaller companies are less
likely to be liquid, may have limited market stability, and may be subject to
more abrupt or erratic market movements than securities of larger, more
established growth companies or the market averages in general. As a result, the
value of the shares of the Pin Oak Fund can be expected to fluctuate more than
the value of shares of an investment company investing solely in larger, more
established companies.

TIME DEPOSITS

Time deposits are non-negotiable receipts issued by a bank in exchange for
the deposit of funds. Like a certificate of deposit, it earns a specified rate
of interest over a definite period of time; however, it cannot be traded in the
secondary market. Time deposits with a withdrawal penalty or that mature in more
than seven days are considered to be illiquid securities.

U.S. GOVERNMENT AGENCIES

Obligations issued or guaranteed by agencies of the U.S. Government,
including, among others, the Federal Farm Credit Bank, the Federal Housing
Administration and the Small Business Administration, and obligations issued or
guaranteed by instrumentalities of the U.S. Government, including, among others,
the Federal Home Loan Mortgage Corporation, the Federal Land Banks and the U.S.
Postal Service. Some of these securities are supported by the full faith and
credit of the U.S. Treasury, others are supported by the right of the issuer to
borrow from the Treasury, while still others are supported only by the credit of
the instrumentality. Guarantees of principal by agencies or instrumentalities of
the U.S. Government may be a guarantee of payment at the maturity of the
obligation so that in the event of a default prior to maturity there might not
be a market and thus no means of realizing on the obligation prior to maturity.
Guarantees as to the timely payment of principal and interest do not extend to
the value or yield of these securities nor to the value of the Fund's shares.

U.S. GOVERNMENT DIRECT OBLIGATIONS

U.S. Treasury obligations consist of bills, notes and bonds issued by the
U.S. Treasury and separately traded interest and principal component parts of
such obligations that are transferable through the federal book-entry system
known as Separately Traded Registered Interest and Principal Securities
("STRIPS").

WARRANTS

A Fund may invest in warrants in accordance with the Prospectuses.

S-6
<PAGE>
INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

The following investment limitations are fundamental policies of each Fund
that cannot be changed with respect to a Fund without the consent of the holders
of a majority of that Fund's outstanding shares. The phrase "majority of the
outstanding shares" means the vote of (i) 67% or more of a Fund's shares present
at a meeting, if more than 50% of the outstanding shares of a Fund are present
or represented by proxy, or (ii) more than 50% of a Fund's outstanding shares,
whichever is less.

No Fund may:

1. Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities and repurchase
agreements involving such securities) if as a result more than 5% of the
total assets of the Fund would be invested in the securities of such issuer.
This restriction applies to 75% of the Fund's total assets. This limitation
does not apply to the Red Oak Fund.

2. Purchase any securities which would cause 25% or more of the total assets of
a Fund 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 investments in obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities and repurchase
agreements involving such securities. For purposes of this limitation, (i)
utility companies will be divided according to their services, for example,
gas distribution, gas transmission, electric and telephone will each be
considered a separate industry, and (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. This limitation does not apply to the Red
Oak Fund which will invest at least 25% of its total assets in companies
which develop, produce or distribute products or services related to
computers, semi-conductors and electronics.

3. Acquire more than 10% of the voting securities of any one issuer.

4. Invest in companies for the purpose of exercising control.

5. Issue any class of senior security or sell any senior security of which it
is the issuer, except that the Fund may borrow from any bank, provided that
immediately after any such borrowing there is asset coverage of at least
300% for all borrowings of the Fund, and further provided that, to the
extent that such borrowings exceed 5% of the Fund's total assets, all
borrowings shall be repaid before the Fund makes additional investments. The
term "senior security" shall not include any temporary borrowings that do
not exceed 5% of the value of the Fund's total assets at the time the Fund
makes such temporary borrowing. In addition, investment strategies that
either obligate the Fund to purchase securities or require the Fund to
segregate assets will not be considered borrowings or senior securities.
This investment limitation shall not preclude the Fund from issuing multiple
classes of shares in reliance on SEC rules or orders.

6. Make loans if, as a result, more than 33 1/3% of its total assets would be
lent to other parties, except that the Fund may (i) purchase or hold debt
instruments in accordance with its investment objective and policies; (ii)
enter into repurchase agreements; and (iii) lend its securities.

7. Purchase or sell real estate, real estate limited partnership interests,
physical commodities or commodities contracts except that the Fund may
purchase commodities contracts relating to financial instruments, such as
financial futures contracts and options on such contracts.

8. Make short sales of securities, maintain a short position or purchase
securities on margin, except that a Fund may obtain short-term credits as
necessary for the clearance of security transactions and sell securities
short "against the box."

S-7
<PAGE>
9. Act as an underwriter of securities of other issuers except as it may be
deemed an underwriter in selling the Fund security.

10. Purchase securities of other investment companies except as permitted by the
Investment Company Act of 1940, as amended (the "1940 Act"), the rules and
regulations thereunder or pursuant to an exemption therefrom.

NON-FUNDAMENTAL POLICIES

The following investment limitation of each Fund is non-fundamental and may
be changed by the Trust's Board of Trustees without shareholder approval:

1. A Fund may not invest in illiquid securities in an amount exceeding, in the
aggregate, 15% of the Fund's net assets.

THE ADVISER

Oak Associates, Ltd. (the "Adviser") is a professional investment management
firm and registered investment adviser formed in December 1995 by James D.
Oelschlager to continue the business of Oak Associates, a sole proprietorship
founded in 1985. As of October 31, 1998, the Adviser had discretionary
management authority with respect to approximately $ billion of assets under
management. The principal business address of the Adviser is 3875 Embassy
Parkway, Suite 250, Akron, Ohio 44333.

The Adviser serves as the investment adviser for each Fund under an
investment advisory agreement (the "Advisory Agreement"). Under the Advisory
Agreement, the Adviser makes the investment decisions for the assets of the
Funds and continuously reviews, supervises and administers the investment
program of each Fund, subject to the supervision of, and policies established
by, the Trustees of the Trust. In addition to advising the Funds, the Adviser
provides advisory services to pension plans, religious and educational
endowments, corporations, 401(k) plans, profit sharing plans, individual
investors and trusts and estates.

For its services, the Adviser is entitled to a fee, which is calculated
daily and paid monthly, at an annual rate of .74% of the average daily net
assets of the White Oak Fund, .74% of the average daily net assets of the Pin
Oak Fund and .74% of the average daily net assets of the Red Oak Fund,
respectively. The Adviser has voluntarily agreed to waive all or a portion of
its fee for each Fund and to reimburse expenses of each Fund in order to limit
total operating expenses of that Fund to an annual rate of not more than 1.00%
of average daily net assets. The Adviser reserves the right, in its sole
discretion, to terminate its voluntary fee waivers and reimbursements at any
time. For the fiscal year ended October 31, 1997, the Adviser performed advisory
services to each fund's predecessor portfolios and received advisory fees of
.59% and .50%, respectively, of the AIC White Oak and AIC Pin Oak Funds' average
daily net assets. The Adviser may, from its own resources, compensate
broker-dealers whose clients purchase shares of the Funds.

James D. Oelschlager, President of the Adviser and its predecessor since
1985, has managed the portfolios of the White Oak Fund and the Pin Oak Fund (and
their predecessor funds) since their inception, with both Donna Barton and Doug
MacKay serving as assistant portfolio managers during this period and co-managed
the Red Oak Fund since its inception. Ms. Barton has been a trader for the
Adviser and its predecessor since 1985.

Mr. MacKay is Assistant Fund Manager/Research Analyst for the White Oak
Growth Stock Fund and the Pin Oak Aggressive Stock Fund and co-manages the Red
Oak Fund with Mr. Oelschlager. He has been with Oak Associates, Ltd. since 1991.
Previously, he was a credit analyst with the Pittsburgh National Bank. In 1990,
he received a B.S. in Finance from Miami University in Oxford, Ohio. In 1994,
Mr. MacKay earned his MBA from Case Western Reserve University in Cleveland,
Ohio. In 1998, he earned the designation of Chartered Financial Analyst and has
8 years of investment experience.

S-8
<PAGE>
The Trust and Oak Associates Ltd. (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.

For the fiscal years ended October 31, 1996, 1997 and 1998, the Funds and
the Predecessor Funds paid the Adviser the following advisory fees:

<TABLE>
<CAPTION>
FEES PAID FEES WAIVED FEES REIMBURSED
----------------------- ----------------------- ----------------
1996 1997 1998 1996 1997 1998 1996 1997 1998
------- -------- ---- ------- -------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
White Oak Fund........... $29,362 $929,875 $88,667 $242,259 $ 0 $ 0
Pin Oak Fund............. $44,515 $148,297 $98,194 $ 72,975 $ 0 $ 0
</TABLE>

The fees paid for the period's prior to February 27, 1998 represent advisory
fees paid by the AIC White Oak Fund and the AIC Pin Oak Fund, respectively. For
the fiscal year ended October 31, 1998, the Red Oak Fund had not commenced
operations and therefore did not pay advisory fees.

The continuance of the Advisory Agreement as to any Fund must be
specifically approved at least annually (i) by the vote of the Trustees or by a
vote of the shareholders of the Fund and (ii) by the vote of a majority of the
Trustees who are not parties to the Advisory 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 any Fund, by a majority of the
outstanding shares of that Fund, 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 ADMINISTRATOR

SEI Investments Mutual Funds Services (the "Administrator"), a Delaware
business trust, has its principal business offices at Oaks, Pennsylvania 19456.
SEI Investments Management Corporation ("SIMC"), a wholly-owned subsidiary of
SEI Investments Company ("SEI Investments"), is the owner of all beneficial
interest in the Administrator. SEI Investments and its subsidiaries and
affiliates, including the Administrator, are leading providers of funds
evaluation services, trust accounting systems, and brokerage and information
services to financial institutions, institutional investors, and money managers.
The Administrator and its affiliates also serve as administrator or
sub-administrator to the following other mutual funds: The Achievement Funds
Trust, The Advisors' Inner Circle Fund, The Arbor Fund, ARK Funds, Armada Funds,
Bishop Street Funds, Boston 1784 Funds-Registered Trademark-, CrestFunds, Inc.,
CUFUND, First American Funds, Inc., First American Investment Funds, Inc., First
American Strategy Funds, Inc., HighMark Funds, Monitor Funds, The Nevis Funds,
Oak Associates Funds, The PBHG Funds, Inc., PBHG Advisor Funds, Inc., PBHG
Insurance Series Fund, Inc., The Pillar Funds, SEI Asset Allocation Trust, SEI
Daily Income Trust, SEI Index Funds, SEI Institutional Inter-national 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 TIP Institutional Funds.

The Trust and the Administrator have entered into an administration
agreement (the "Administration Agreement"). Under the Administration Agreement,
the Administrator provides the Trust with administrative services, including
regulatory reporting and all necessary office space, equipment, personnel and
facilities. For these administrative services, The Administrator is entitled to
a fee from each Fund, which is calculated daily and paid monthly, at an annual
rate of 0.15% on the first $250 million of average daily net assets; 0.12% on
the next $200 million; 0.10% on the next $200 million; and 0.08% on average
daily net assets over $650 million. However, each Fund pays the Administrator a
minimum annual fee of $50,000. The Administrator also serves as the shareholder
servicing agent for each Fund under a shareholder servicing agreement with the
Trust.

S-9
<PAGE>
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 Trust 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 by it of its duties and obligations thereunder. The
Administration Agreement shall remain in effect for a period of five years after
the effective date of the agreement and shall continue in effect for successive
periods of two years unless terminated by either party on not less than 90 days'
prior written notice to the other party.

For the fiscal years ended October 31, 1996, 1997 and 1998, the Funds and
the Predecessor Funds paid the following administrative fees to the
administrator:

<TABLE>
<CAPTION>
ADMINISTRATIVE FEES PAID
----------------------------------
1996 1997 1998
--------- ---------- -----
<S> <C> <C> <C>
White Oak Fund............................................................ $ 50,030 $ 274,845 $
Pin Oak Fund.............................................................. $ 50,030 $ 56,068 $
</TABLE>

The fees paid for the period's prior to February 27, 1998 represent
administrative fees paid by the AIC White Oak Fund and the AIC Pin Oak Fund,
respectively. For the fiscal year ended October 31, 1998, the Red Oak Fund had
not commenced operations and therefore did not pay fees to the Administrator.

The Trust and the Administrator have also entered into a shareholder
servicing agreement pursuant to which the Administrator provides certain
shareholder services in addition to those set forth in the Administration
Agreement.

THE DISTRIBUTOR

SEI Investments Distribution Co. (the "Distributor"), a wholly owned
subsidiary of SEI Investments, and the Trust are parties to a distribution
agreement (the "Distribution Agreement"). The Distributor will not receive
compensation for distribution of shares of any Fund.

The Distribution Agreement is renewable annually. The Distribution Agreement
may be terminated by the Distributor, by a majority vote of the Trustees who are
not interested persons and have no financial interest in the Distribution
Agreement or by a majority vote of the outstanding securities of the Trust upon
not more than 60 days' written notice by either party or upon assignment by the
Distributor.

THE TRANSFER AGENT

DST Systems, Inc., Kansas City, Missouri, serves as the transfer agent and
dividend disbursing agent for the Trust under a transfer agency agreement with
the Trust.

THE CUSTODIAN

First Union Bank, N.A., Philadelphia, Pennsylvania, acts as the custodian of
the Trust. The Custodian holds cash, securities and other assets of the Trust as
required by the Investment Company Act of 1940, as amended (the "1940 Act").

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP serves as the independent public accountants of the
Trust.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP serves as counsel to the Trust.

S-10
<PAGE>
TRUSTEES AND OFFICERS OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under
the laws of the Commonwealth of Massachusetts. The 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, The Arbor Fund,
ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784
Funds-Registered Trademark-, CrestFunds, Inc., CUFUND, The Expedition Funds,
First American Funds, Inc., First American Investment Funds, Inc., First
American Strategy Funds, Inc., HighMark Funds, Monitor Funds, The Nevis Fund,
Inc., The Parkstone Group of Funds, The PBHG Funds, Inc., PBHG Advisor Funds,
Inc., PBHG Insurance Series Fund, Inc., The Pillar Funds, SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional International
Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Liquid Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic
Variable Trust, TIP Funds and Alpha Select Funds, each of which is an open-end
management investment company managed by SEI Investments Mutual Funds Services
or its affiliates and, except for PBHG Advisor Funds, Inc., distributed by SEI
Investments Distribution Co.

ROBERT A. NESHER (DOB 08/17/46)--Chairman of the Board of
Trustees*--Currently performs various services on behalf of SEI Investments for
which Mr. Nesher is compensated. Executive Vice President of SEI Investments,
1986-1994. Director and Executive Vice President of the Administrator and the
Distributor, 1981-1994. Trustee of The Advisors' Inner Circle Fund, The Arbor
Fund, Boston 1784 Funds-Registered Trademark-, The Expedition Funds, Pillar
Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Institutional International Trust, SEI Liquid Asset Trust and SEI Tax Exempt
Trust.

JOHN T. COONEY (DOB 01/20/27)--Trustee**--Vice Chairman of Ameritrust Texas
N.A., 1989-1992, and MTrust Corp., 1985-1989. Trustee of The Advisors' Inner
Circle Fund, The Arbor Fund and The Expedition Funds.

WILLIAM M. DORAN (DOB 05/26/40)--Trustee*--1701 Market Street, Philadelphia,
PA 19103-2901. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel to the
Trust, SEI Investments, the Administrator and the Distributor. Director and
Secretary of SEI Investments and Secretary of the Administrator and the
Distributor. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, The
Expedition Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index
Funds, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Institutional International Trust, SEI Liquid Asset Trust and SEI Tax Exempt
Trust.

ROBERT A. PATTERSON (DOB 11/05/27)--Trustee**--Pennsylvania State
University, Senior Vice President, Treasurer (Emeritus). Financial and
Investment Consultant, Professor of Transportation (1984-present). Vice
President--Investments, Treasurer, Senior Vice President (Emeritus) (1982-1984).
Director, Pennsylvania Research Corp.; Member and Treasurer, Board of Trustees
of Grove City College. Trustee of The Advisors' Inner Circle Fund, The Arbor
Fund and The Expedition 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 Arbor Fund and The Expedition 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 Arbor Fund, The Expedition

S-11
<PAGE>
Funds, SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Institutional International Trust, SEI Liquid Asset Trust and SEI Tax Exempt
Trust.

MARK E. NAGLE (DOB 10/20/59)--President and Chief Executive Officer--Vice
President of Fund Accounting and Administration for SEI Investments Mutual Funds
Services and Vice President of the Administrator since 1996. Vice President of
the Distributor since December 1997. Vice President, Fund Accounting, BISYS Fund
Services, September 1995 to November 1996. Senior Vice President and Site
Manager, Fidelity Investments 1981 to September 1995.

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.

LYDIA A. GAVALIS (DOB 06/05/64)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Administrator and the
Distributor since 1998. Assistant General Counsel and Director of Arbitration,
Philadelphia Stock Exchange, 1989-1998.

KATHY HEILIG (DOB 12/21/58)--Vice President and Assistant
Secretary--Treasurer of SEI Investments since 1997; Assistant Controller of SEI
Investments since 1995; Vice President of SEI Investments since 1991; Director
of Taxes of SEI Investments, 1987 to 1991. Tax Manager, Arthur Anderson LLP
prior to 1987.

JOSEPH M. O'DONNELL (DOB 11/13/54)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Administrator and the
Distributor since 1998. Vice President and General Counsel, FPS Services, Inc.,
1993-1997. Staff Counsel and Secretary, Provident Mutual Family of Funds,
1990-1993.

SANDRA K. ORLOW (DOB 10/18/53)--Vice President and Assistant
Secretary--Secretary of the Distributor since 1998; Vice President of the
Distributor since 1988. Vice President and Assistant Secretary of the Manager
since 1988. Assistant Secretary of the Distributor from 1988 to 1998.

KEVIN P. ROBINS (DOB 04/15/61)--Vice President and Assistant
Secretary--Senior Vice President and General Counsel of SEI Investments, the
Administrator and the Distributor since 1994. Assistant Secretary of SEI
Investments since 1992; Secretary of the Administrator since 1994. Vice
President, General Counsel and Assistant Secretary of the Administrator and the
Distributor, 1992-1994. Associate, Morgan, Lewis & Bockius LLP (law firm),
1988-1992.

LYNDA J. STRIEGEL (DOB 10/30/48)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of the Administrator and the
Distributor since 1998. Senior Asset Management Counsel, Barnett Banks, Inc.,
1997-1998. Partner, Groom and Nordberg, Chartered, 1996-1997. Associate General
Counsel, Riggs Bank, N.A., 1991-1995.

WILLIAM E. WHITE (DOB 03/09/65)--Assistant Secretary--Mutual Fund Product
Manager of Oak Associates, Ltd., the Adviser, since 1997. Accounts Director, SEI
Investments, 1994-1997. Lieutenant, United States Navy, 1987-1994.

ROBERT DELLACROCE (DOB 12/17/63)--Controller and Chief Financial
Officer--Director, Funds Administration and Accounting of SEI Investments since
1994. Senior Audit Manager, Arthur Andersen LLP, 1986 - 1994.

JOHN H. GRADY, JR. (DOB 06/01/61)--Secretary--1701 Market Street,
Philadelphia, PA 19103-6993, Partner since 1995, Morgan, Lewis & Bockius LLP
(law firm), counsel to the Trust, SEI Investments, the Administrator and the
Distributor.

- ------------------------

* Messrs. Nesher and Doran are Trustees who may be deemed to be "interested"
persons of the Trust as that term is defined in the 1940 Act.

** Messrs. Cooney, Patterson, Peters and Storey serve as members of the Audit
Committee of the Trust.

S-12
<PAGE>
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.

The following table exhibits anticipated Trustee compensation for the fiscal
year ended October 31, 1998.

<TABLE>
<CAPTION>
AGGREGATE COMPENSATION
FROM REGISTRANT
FOR THE FISCAL YEAR
NAME OF PERSON, POSITION ENDED OCTOBER 31, 1998
- --------------------------------------------------------------------- -----------------------
<S> <C>
John T. Cooney, Trustee.............................................. $ 8,154
Frank E. Morris, Trustee............................................. $ 8,154
Robert Patterson, Trustee............................................ $ 8,154
Eugene B. Peters, Trustee............................................ $ 8,154
James M. Storey, Esq., Trustee....................................... $ 8,154
William M. Doran, Esq., Trustee...................................... $ 0
Robert A. Nesher, Chairman of the Board.............................. $ 0
</TABLE>

- ------------------------

* SEI Investments compensates Mr. Nesher for services he provides to SEI
Investments.

** Mr. Morris retired as of Decmeber 30, 1998.

CALCULATION OF TOTAL RETURN

From time to time the Trust may advertise total return of the Funds. These
figures will be based on historical earnings and are not intended to indicate
future performance.

The total return of a Fund refers to the average annual compounded rate of
return to a hypothetical investment for designated time periods (including but
not limited to, the period from which that Fund commenced operations through the
specified date), assuming that the entire investment is redeemed at the end of
each period. In particular, total return will be calculated according to the
following formula:

P (1 + T)(n) = ERV,

where P = a hypothetical initial payment of $1,000;

T = average annual total return;

n = number of years; and

ERV = ending redeemable value, as of the end of the designated
time period, of a hypothetical $1,000 payment made at the
beginning of the designated time period.

For the fiscal year ended October 31, 1998 and for the period from August 3,
1992 (commencement of operations) through October 31, 1998, the average annual
return for the Funds was as follows:

<TABLE>
<CAPTION>
FUND ONE YEAR FIVE YEAR SINCE INCEPTION
- ------------------------------------------------------------------ ----------------- ----------------- ---------------------
<S> <C> <C> <C>
White Oak Fund....................................................
Pin Oak Fund......................................................
</TABLE>

- ------------------------

* The AIC White Oak Fund and the AIC Pin Oak Fund each commenced operations on
August 3, 1992. The Red Oak Fund had not commenced operations as of October
31, 1998.

PURCHASING SHARES

Purchases may be made through the Transfer Agent on any day the New York
Stock Exchange is open for business. Shares of each Fund are offered on a
continuous basis. Currently, the Trust is closed for business when the following
holidays are observed: New Year's Day, Martin Luther King Jr. Day,

S-13
<PAGE>
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.

REDEEMING SHARES

Redemptions may be made through the Transfer Agent on any day the New York
Stock Exchange is open for business. Shares of each Fund are offered on a
continuous basis. Currently, the Trust is closed for business when the following
holidays are observed: New Year's Day, Martin Luther King Jr. Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

It is currently the Trust's policy to pay all 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 a Fund in lieu
of cash. Shareholders may incur brokerage charges on the sale of any such
securities so received in payment of redemptions.

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 which
disposal or valuation of a Fund'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 any Fund for any period during
which the New York Stock Exchange, the Adviser, the Administrator, the Transfer
Agent and/or the custodian are not open for business.

DETERMINATION OF NET ASSET VALUE

The securities of the Funds are valued by the Administrator. The
Administrator will use an independent pricing service to obtain valuations of
securities. The pricing service relies primarily on prices of actual market
transactions as well as trade quotations. However, the service may also use a
matrix system to determine valuations of certain securities, which system
considers such factors as security prices, yields, maturities, call features,
ratings and developments relating to specific securities. 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 Fund 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 Fund or 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.

S-14
<PAGE>
QUALIFICATIONS AS A REGULATED INVESTMENT COMPANY

Each Fund intends to qualify and elects to be treated as a "regulated
investment company" ("RIC") under Subchapter M of the Code. By following such a
policy, each Fund expects to eliminate or reduce to a nominal amount the federal
taxes to which it may be subject.

In order to qualify as a RIC, the Fund 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 a
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 each 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 each 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 Fund controls or that are engaged in the same, similar or
related trades or business.

Although the Fund intends to distribute substantially all of its net
investment income and may distribute its capital gains for any taxable year, the
Fund will be subject to federal income taxation to the extent any such income or
gains are not distributed.

If the Fund 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.

In certain cases, a Fund 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 not certified
to that Fund that such shareholder is not subject to backup withholding.

FEDERAL EXCISE TAX

If the Fund fails to distribute in a calendar year at least 98% of its
ordinary income for the year and 98% of its capital gain net income (the excess
of short and long term capital gains over short and long term capital losses)
for the one-year period ending October 31 of that year (and any retained amount
from the prior calendar year), the Fund will be subject to a nondeductible 4%
Federal excise tax on the undistributed amounts. The Fund 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 TAXES

No Fund is liable for any income or franchise tax in Massachusetts if it
qualifies as a RIC for federal income tax purposes. Distributions by any Fund to
shareholders and the ownership of shares may be subject to state and local
taxes.

S-15
<PAGE>
FUND TRANSACTIONS

The Adviser is authorized to select brokers and dealers to effect securities
transactions for each Fund. Each Fund will seek to obtain the most favorable net
results by taking into account various factors, including price, commission, if
any, size of the transactions and difficulty of executions, the firm's general
execution and operational facilities and the firm's risk in positioning the
securities involved. While the Adviser generally seeks reasonably competitive
spreads or commissions, a Fund will not necessarily be paying the lowest spread
or commission available. The Adviser seeks to select brokers or dealers that
offer a Fund best price and execution or other services which are of benefit to
the Fund.

The Adviser may, consistent with the interests of the Fund, select brokers
on the basis of the research services they provide to the Adviser. Such services
may include analyses of the business or prospects of a company, industry or
economic sector, or statistical and pricing services. Information so received by
the Adviser will be in addition to and not in lieu of the services required to
be performed by the Adviser under the Advisory Agreement. If, in the judgment of
the Adviser, a Fund or other accounts managed by the Adviser will be benefitted
by supplemental research services, the Adviser is authorized to pay brokerage
commissions to a broker furnishing such services which are in excess of
commissions which another broker may have charged for effecting the same
transaction. These research services include advice, either directly or through
publications or writings, as to the value of securities, the advisability of
investing in, purchasing or selling securities, and the availability of
securities or purchasers or sellers of securities; furnishing of analyses and
reports concerning issuers, securities or industries; providing information on
economic factors and trends; assisting in determining portfolio strategy;
providing computer software used in security analyses; and providing portfolio
performance evaluation and technical market analyses. The expenses of the
Adviser will not necessarily be reduced as a result of the receipt of such
supplemental information, such services may not be used exclusively with respect
to the Fund or account generating the brokerage, and there can be no guarantee
that the Adviser will find all of such services of value in advising that Fund.
For the fiscal years ended October 31, 1998, the Funds paid no directed
brokerage.

It is expected that a Fund may execute brokerage or other agency
transactions through the Distributor, which is a registered broker-dealer, for a
commission in conformity with the 1940 Act, the Securities Exchange Act of 1934,
as amended, and rules promulgated by the SEC. Under these provisions, the
Distributor is permitted to receive and retain compensation for effecting
portfolio transactions for a Fund on an exchange if a written contract is in
effect between the Distributor and the Fund expressly permitting the Distributor
to receive and retain such compensation. These rules further require that
commissions paid to the Distributor by a Fund 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." The Trustees, including those who are not "interested persons"
of the Fund, have adopted procedures for evaluating the reasonableness of
commissions paid to the Distributor and will review these procedures
periodically.

For the fiscal year ended October 31, 1998, the following commissions were
paid on brokerage transactions, pursuant to an agreement or understanding, to
brokers because of research services provided by the brokers (The Red Oak Fund
was not operational as of the fiscal year ended October 31, 1998):

<TABLE>
<CAPTION>
TOTAL DOLLAR AMOUNT OF TRANSACTIONS
TOTAL DOLLAR AMOUNT OF BROKERAGE INVOLVING DIRECTED BROKERAGE COMMISSIONS
FUND COMMISSIONS FOR RESEARCH SERVICES FOR RESEARCH SERVICES
- ------------------------------------ ----------------------------------------- -----------------------------------------
<S> <C> <C>
White Oak Fund...................... $ 0 $ 0
Pin Oak Fund........................ $ 0 $ 0
</TABLE>

The fees paid for the period's prior to February 27, 1998 represent
commissions paid by the AIC White Oak Fund and the AIC Pin Oak Fund,
respectively. For the fiscal year ended October 31, 1998, the Red Oak Fund had
not commenced operations and therefore did not pay commissions.

S-16
<PAGE>
For the fiscal years ended October 31, 1996, 1997 and 1998, the Funds and
the Predecessor Funds paid the following brokerage commissions (the Red Oak Fund
was not operational as of the fiscal year ended October 31, 1998):

<TABLE>
<CAPTION>
TOTAL BROKERAGE AMOUNT PAID TO SEI
COMMISSIONS INVESTMENTS(1)
---------------------- -------------------
FUND 1996 1997 1998 1996 1997 1998
- ---------------------------------------- ------ -------- ---- ---- ------ ----
<S> <C> <C> <C> <C> <C> <C>
White Oak Fund.......................... $9,810 $146,575 $0 $4,963
Pin Oak Fund............................ $5,004 $ 3,006 $0 $ 341
</TABLE>

- ------------------------

(1) The amounts paid to SEI Investments reflect fees paid in connection with
repurchase agreement transactions.

The fees paid for the period's prior to February 27, 1998 represent
brokerage commissions paid by the AIC White Oak Fund and the AIC Pin Oak Fund,
respectively. For the fiscal year ended October 31, 1998, the Red Oak Fund had
not commenced operations and therefore did not pay brokerage commissions.

For the fiscal years indicated, the Funds paid the following brokerage
commissions (the Red Oak Fund was not operational as of the fiscal year ended
October 31, 1998):

<TABLE>
<CAPTION>
% OF TOTAL
% OF TOTAL BROKERAGE
TOTAL $ AMOUNT OF BROKERAGE TRANSACTIONS
BROKERAGE COMMISSIONS EFFECTED
TOTAL $ AMOUNT OF COMMISSIONS PAID PAID TO THE THROUGH
BROKERAGE COMMISSIONS TO AFFILIATED AFFILIATED AFFILIATED
PAID BROKERS BROKERS BROKERS
---------------------- ------------------ ----------- ------------
FUND 1996 1997 1998 1996 1997 1998 1998 1998
- ---------------------------------------- ------ -------- ---- ---- ---- ---- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
White Oak Fund.......................... $9,810 $146,575 $0 $0
Pin Oak Fund............................ $5,004 $ 3,006 $0 $0
</TABLE>

Because the Funds do not market their shares through intermediary brokers or
dealers, it is not the Funds' practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the Adviser may place portfolio orders with qualified
broker-dealers who recommend a Fund's shares to clients, and may, when a number
of brokers and dealers can provide best net results on a particular transaction,
consider such recommendations by a broker or dealer in selecting among
broker-dealers.

The Funds are required to identify any securities of its "regular brokers
and dealers" (as such term is defined in the 1940 Act) which the Funds have
acquired during their most recent fiscal year. As of October 31, 1998, the White
Oak Fund held $ of equity securities of Morgan Stanley Group.

For the fiscal years ended October 31, 1997 and 1998, the Fund turnover rate
for each of the Funds and Predecessor Funds was as follows (the Red Oak Fund was
not operational as of the fiscal year ended October 31, 1998):

<TABLE>
<CAPTION>
TURNOVER RATE
-------------
FUND 1998 1997
- ---------------------------------------- ---- ------
<S> <C> <C>
White Oak Fund.......................... % 7.90%
Pin Oak Fund............................ % 17.30%
</TABLE>

For the period prior to February 27, 1998, the above percentages represent
the turnover rate for the AIC White Oak Fund and the AIC Pin Oak Fund,
respectively.

S-17
<PAGE>
DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
portfolios and shares of each portfolio. Each share of a portfolio 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
portfolio. Shareholders have no preemptive rights. All consideration received by
the Fund for shares of any portfolio and all assets in which such consideration
is invested would belong to that portfolio 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 the shareholders incurring financial loss for
that reason appears remote because the Trust's Declaration of Trust contains an
express disclaimer of shareholder liability for obligations of the Trust and
requires that notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by or on behalf of the Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of the Trust property for any shareholder held personally liable for the
obligations of the Trust.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for
his or her own willful defaults and, if reasonable care has been exercised in
the selection of officers, agents, employees or investment advisers, shall not
be liable for any neglect or wrongdoing of any such person. The Declaration of
Trust also provides that the Trust will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with actual or
threatened litigation in which they may be involved because of their offices
with the Trust unless it is determined in the manner provided in the Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust. However, nothing in the
Declaration of Trust shall protect or indemnify a Trustee against any liability
for his or her willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties.

YEAR 2000

The Trust depends on the smooth functioning of computer systems in almost
every aspect of its business. Like other mutual funds, businesses and
individuals around the world, the Trust could be adversely affected if the
computer systems used by its service providers do not properly process dates on
and after January 1, 2000 and distinguish between the year 2000 and the year
1900. The Trust has asked its service providers whether they expect to have
their computer systems adjusted for the year 2000 transition, and received
assurances from each that its system is expected to accommodate the year 2000
without material adverse consequences to the Trust. The Trust and its
shareholders may experience losses if these assurances prove to be incorrect or
as a result of year 2000 computer difficulties experienced by issuers of
portfolio securities or third parties, such as custodians, banks, broker-dealers
or others with which the Trust does business.

5% AND 25% SHAREHOLDERS

To be updated.

S-18
<PAGE>
EXPERTS

The financial statements of The Advisors' Inner Circle Fund have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated by reference hereto in
reliance upon the authority of said firm as experts in giving said report.

FINANCIAL STATEMENTS

The financial statements, with respect to the White Oak Fund and Pin Oak
Fund, for the fiscal year ended October 31, 1998, including notes thereto and
the report of Arthur Andersen LLP thereon, are herein incorporated by reference.
A copy of the Oak Associates Funds 1998 Annual Report to Shareholders, with
respect to the White Oak Fund and the Pin Oak Fund, must accompany the delivery
of this Statement of Additional Information.

S-19
<PAGE>
APPENDIX

DESCRIPTION OF CORPORATE BOND RATINGS

The following descriptions of corporate bond ratings have been published by
Standard & Poor's Corporation ("S&P") and Moody's Investors Service, Inc.
("Moody's"), respectively.

Debt rated AAA has the highest rating S&P assigns to a debt obligation. Such
a rating indicates an extremely strong capacity to pay principal and interest.
Debt rated AA also qualities as high-quality debt. Capacity to pay principal and
interest is very strong, and differs from AAA issues only in small degree. Debt
rated A has a strong capacity to pay interest and repay principal although it is
somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than debt in higher rated categories.

Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

Debt rated BB, B, CCC, CC and C is regarded as having predominately
speculative characteristics with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the least
degree of speculation and C the highest degree of speculation. While such debt
will likely have some quality and protective characteristics, these are
outweighed by large uncertainties of major risk exposures to adverse conditions.

The rating CI is reserved for income bonds on which no interest is being
paid.

Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

Bonds which are rated Aaa by Moody's are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large, or an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. Bonds rated Aa by
Moody's are judged by Moody's to be of high quality by all standards. Together
with bonds rated Aaa, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than in Aaa securities.

Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Bonds rated Baa are considered as medium grade obligations (I.E., they are
neither highly protected nor poorly secured). Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

A-1
<PAGE>
Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

The following descriptions of commercial paper ratings have been published
by S&P and Moody's, respectively.

A-1--This is S&P's highest category and indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus sign (+) designation.

PRIME-1--Issues rated Prime-1 (or supporting institutions) by Moody's have a
superior ability for repayment of senior short-term debt obligations. Prime-1
repayment ability will often be evidenced by many of the following
characteristics:

- Leading market positions in well-established industries.

- High rates of return on funds employed.

- Conservative capitalization structure with moderate reliance on debt and
ample asset protection.

- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

PRIME-2--Issuers rated Prime-2 (or supporting institutions) by Moody's have
a strong ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, may be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

A-2
<PAGE>
PART C: OTHER INFORMATION

ITEM 23. EXHIBITS:

<TABLE>
<S> <C>
(a) Registrant's Agreement and Declaration of Trust is incorporated herein by
reference to Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the Securities and Exchange Commission ("SEC") on
December 12, 1997.
(b)
Registrant's By-Laws are incorporated herein by reference to Registrant's
Registration Statement on Form N-1A (File No. 333-42115) filed with the SEC on
December 12, 1997.
(c)
Not Applicable.
(d)(1)
Investment Advisory Agreement between Registrant and Oak Associates, Ltd. with
respect to White Oak Growth Stock Portfolio and Pin Oak Aggressive Stock
Portfolio is incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 333-42115) filed with the SEC on September
24, 1998.
(d)(2)
Schedule A to the Investment Advisory Agreement between Oak Associates Funds and
Oak Associates, Ltd. is incorporated herein by reference to Registrant's
Registration Statement on Form N-1A (File No. 333-42115) filed with the SEC on
September 24, 1998.
(e)
Distribution Agreement between Registrant and SEI Investments Distribution
Company is incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 333-42115) filed with the SEC on September
24, 1998.
(f)
Not Applicable.
(g)
Custodian Agreement between Registrant and CoreStates Bank N.A. is filed
herewith.
(h)(1)
Administration Agreement between Registrant and SEI Financial Fund Resources,
including schedules relating to the White Oak Growth Stock Portfolio and Pin
Oak Aggressive Stock Portfolio is incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No. 333-42115) filed
with the SEC on September 24, 1998.
(h)(2)
Form of Transfer Agency Agreement between Registrant and DST Systems, Inc. is
incorporated herein by reference to Registrant's Registration Statement on
Form N-1A (File No. 333-42115) filed with the SEC on September 24, 1998.
(h)(3)
Sub-Transfer Agency Agreement between the Registrant and Norwest Bank Minnesota,
N.A. is incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 333-42115) filed with the SEC on September
24, 1998.
(h)(4)
Schedule A to the Administration Agreement between the Registrant and SEI Fund
Resources is incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 333-42115) filed with the SEC on September
24, 1998.
(i)
Opinion and Consent of Counsel is incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No. 333-42115) filed
with the SEC on December 12, 1997.
(j)
Consent of Independent Public Accountants (Arthur Andersen LLP) is filed
herewith.
(k)
Not Applicable.
(l)
Not Applicable.
(m)
Form of Distribution Plan is incorporated herein by reference to Registrant's
Registration Statement on Form N-1A (File No. 333-42115) filed with the SEC on
December 12, 1997.
(n)
To be filed by Amendment.
(o)
Not Applicable.
(p)
Powers of Attorney for Mark E. Nagle, John T. Cooney, William M. Doran, Frank E.
Morris, Robert A. Nesher, Eugene B. Peters, Robert A. Patterson and James M.
Storey are incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 333-42115) filed with the Securities and
Exchange Commission ("SEC") on September 24, 1998.
</TABLE>

C-1
<PAGE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:

See the Statement of Additional Information regarding the control
relationships of Oak Associates Funds (the "Trust"). SEI Investments Management
Corporation, a wholly-owned subsidiary of SEI Investments Company ("SEI"), is
the owner of all beneficial interest in SEI Investments Mutual Funds Services
("the Administrator"). SEI 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.

ITEM 25. INDEMNIFICATION:

Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1 to
the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR:

Other business, profession, vocation, or employment of a substantial nature
in which each director or principal officer of the Advisor is or has been, at
any time during the last two fiscal years, engaged for his own account or in the
capacity of director, officer, employee, partner or trustee are as follows:

OAK ASSOCIATES, LTD.

Oak Associates, Ltd. is the investment adviser for the White Oak Growth
Stock Portfolio and the Pin Oak Aggressive Stock Portfolio. The principal
address of Oak Associates, Ltd. is 3875 Embassy Parkway, Suite 250, Akron, OH
44333.

The list required by this Item 28 of general partners of Oak Associates,
Ltd., together with information as to any other business profession, vocation,
or employment of a substantial nature engaged in by such general partners during
the past two years is incorporated by reference to Schedules B and D of Form ADV
filed by Oak Associates under the Advisers Act of 1940 (SEC File No. 801-23632).

ITEM 27. PRINCIPAL UNDERWRITERS:

(a) Furnish the name of each investment company (other than the Registrant)
for which each principal underwriter currently distributing the securities of
the Registrant also acts as a principal underwriter, distributor or investment
advisor.

C-2
<PAGE>
Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for:

SEI Daily Income Trust July 15, 1982
SEI Liquid Asset Trust November 29, 1982
SEI Tax Exempt Trust December 3, 1982
SEI Index Funds July 10, 1985
SEI Institutional Managed Trust January 22, 1987
SEI Institutional International Trust August 30, 1988
The Advisors' Inner Circle Fund November 14, 1991
The Pillar Funds February 28, 1992
CUFUND May 1, 1992
STI Classic Funds May 29, 1992
First American Funds, Inc. November 1, 1992
First American Investment Funds, Inc. November 1, 1992
The Arbor Fund January 28, 1993
Boston 1784 Funds-Registered Trademark- June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994
Bishop Street Funds January 27, 1995
CrestFunds, Inc. March 1, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Monitor Funds January 11, 1996
SEI Asset Allocation Trust April 1, 1996
TIP Funds April 28, 1996
SEI Institutional Investments Trust June 14, 1996
First American Strategy Funds, Inc. October 1, 1996
HighMark Funds February 15, 1997
Armada Funds March 8, 1997
PBHG Insurance Series Fund, Inc. April 1, 1997
The Expedition Funds June 9, 1997
TIP Institutional Funds January 1, 1998
The Nevis Funds June 29, 1998
The Parkstone Group of Funds September 14, 1998

The Distributor provides numerous financial services to investment managers,
pension plan sponsors, and bank trust departments. These services include
portfolio evaluation, performance measurement and consulting services
("Funds Evaluation") and automated execution, clearing and settlement of
securities transactions ("MarketLink").

(b) Furnish the information required by the following table with respect to
each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the principal business
address of each director or officer is Oaks, PA 19456.

<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Alfred P. West, Jr. Director, Chairman of the Board of Directors --

Henry H. Greer Director --

Carmen V. Romeo Director --

Mark J. Held President & Chief Operating Officer --
</TABLE>

C-3
<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Gilbert L. Beebower Executive Vice President --

Richard B. Lieb Executive Vice President --

Dennis J. McGonigle Executive Vice President --

Robert M. Silvestri Chief Financial Officer & Treasurer --

Leo J. Dolan, Jr. Senior Vice President --

Carl A. Guarino Senior Vice President --

Larry Hutchison Senior Vice President --

Jack May Senior Vice President --

Hartland J. McKeown Senior Vice President --

Barbara J. Moore Senior Vice President --

Kevin P. Robins Senior Vice President & General Counsel Vice President &
Assistant Secretary

Patrick K. Walsh Senior Vice President --

Robert Aller Vice President --

Gordon W. Carpenter Vice President --

Todd Cipperman Vice President & Assistant Secretary Vice President &
Assistant Secretary

S. Courtney E. Collier Vice President & Assistant Secretary --

Robert Crudup Vice President & Managing Director --

Barbara Doyne Vice President --

Jeff Drennen Vice President --

Vic Galef Vice President & Managing Director --

Lydia A. Gavalis Vice President & Assistant Secretary Vice President &
Assistant Secretary

Greg Gettinger Vice President & Assistant Secretary --

Kathy Heilig Vice President Vice President &
Assistant Secretary

Jeff Jacobs Vice President --

Samuel King Vice President --

Kim Kirk Vice President & Managing Director --

John Krzeminski Vice President & Managing Director --

Carolyn McLaurin Vice President & Managing Director --

W. Kelso Morrill Vice President --

Mark Nagle Vice President President

Joanne Nelson Vice President --

Joseph M. O'Donnell Vice President & Assistant Secretary Vice President &
Assistant Secretary

Sandra K. Orlow Vice President & Secretary Vice President &
Assistant Secretary
</TABLE>

C-4
<PAGE>
<TABLE>
<CAPTION>
POSITION AND OFFICE POSITIONS AND OFFICES
NAME WITH UNDERWRITER WITH REGISTRANT
- ------------------------------- ------------------------------------------------------ ------------------------
<S> <C> <C>
Cynthia M. Parrish Vice President & Assistant Secretary --

Kim Rainey Vice President --

Rob Redican Vice President --

Maria Rinehart Vice President --

Mark Samuels Vice President & Managing Director --

Kathryn L. Stanton Vice President & Assistant Secretary --

Lynda J. Striegel Vice President & Assistant Secretary Vice President &
Assistant Secretary

Lori L. White Vice President & Assistant Secretary --

Wayne M. Withrow Vice President & Managing Director --
</TABLE>

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS:

Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3);
(6); (8); (12); and 31a-I (d), the required books and records are maintained
at the offices of Registrant's Custodian:

First Union National Bank
Broad & Chestnut Streets
P.O. Box 7618
Philadelphia, PA 19101

(b)/(c) With respect to Rules 31a-1(a); 31a-1 (b)(1),(4); (2)(C) and
(D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books
and records are maintained at the offices of Registrant's Administrator:

SEI Investments Mutual Funds Services
Oaks, PA 19456

(c) With respect to Rules 31a-1 (b)(5), (6), (9) and (10) and 31a-1 (f),
the required books and records are maintained at the offices of the
Registrant's Advisors:

Oak Associates, Ltd.
3875 Embassy Parkway
Suite 250
Akron, OH 44333-8334

ITEM 29. MANAGEMENT SERVICES:

None.

ITEM 30. UNDERTAKINGS:

Registrant hereby undertakes that whenever shareholders meeting the
requirements of Section 16(c) of the Investment Company Act of 1940 inform the
Board of Trustees of their desire to communicate with shareholders of the Trust,
the Trustees will inform such shareholders as to the approximate number of
shareholders of record and the approximate costs of mailing or afford said
shareholders access to a list of shareholders.

C-5
<PAGE>
Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of removal of a Trustee(s) when requested in
writing to do so by the holders of at least 10% of Registrant's outstanding
shares and in connection with such meetings to assist in communications with
other shareholders as required by the provisions of Section 16(c) of the
Investment Company Act of 1940.

Registrant hereby undertakes to furnish each prospective person to whom a
prospectus for any series of the Registrant is delivered with a copy of the
Registrant's latest annual report to shareholders for such series, when such
annual report is issued containing information called for by Item 5A of Form
N-1A, upon request and without charge.

NOTICE

A copy of the Agreement and Declaration of Trust for Oak Associates Funds is
on file with the Secretary of State of The Commonwealth of Massachusetts and
notice is hereby given that this Registration Statement has been executed on
behalf of the Trust by an officer of the Trust as an officer and by its Trustees
as trustees and not individually and the obligations of or arising out of this
Registration Statement are not binding upon any of the Trustees, officers, or
shareholders individually but are binding only upon the assets and property of
the Trust.

C-6
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania on
the 29th day of December, 1998.

OAK ASSOCIATES FUNDS

By: /s/ MARK E. NAGLE
-----------------------------------------
Mark E. Nagle
PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacity on the dates indicated.

*
- ------------------------------ Trustee December 29, 1998
John T. Cooney

*
- ------------------------------ Trustee December 29, 1998
William M. Doran

*
- ------------------------------ Trustee December 29, 1998
Frank E. Morris

*
- ------------------------------ Trustee December 29, 1998
Robert A. Nesher

*
- ------------------------------ Trustee December 29, 1998
Robert A. Patterson

*
- ------------------------------ Trustee December 29, 1998
Eugene Peters

*
- ------------------------------ Trustee December 29, 1998
James M. Storey

/s/ MARK E. NAGLE
- ------------------------------ President December 29, 1998
Mark E. Nagle

/s/ ROBERT J. DELLACROCE
- ------------------------------ Controller & Chief December 29, 1998
Robert J. DellaCroce Financial Officer

*By: /s/ MARK E. NAGLE
-------------------------
Mark E. Nagle
ATTORNEY-IN-FACT

C-7
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------------- ---------------------------------------------------------------------------------------------
<S> <C>
EX-99.A Registrant's Agreement and Declaration of Trust is incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No. 333-42115) filed with the
Securities and Exchange Commission ("SEC") on December 12, 1997.
EX-99.B Registrant's By-Laws are incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 333-42115) filed with the SEC on December 12, 1997.
EX-99.C Not Applicable.
EX-99.D(1) Investment Advisory Agreement between Registrant and Oak Associates, Ltd. with respect to
White Oak Growth Stock Portfolio and Pin Oak Aggressive Stock Portfolio is incorporated
herein by reference to Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the Securities and Exchange Commission ("SEC") on September 24, 1998.
EX-99.D(2) Schedule A to the Investment Advisory Agreement between Oak Associates Funds and Oak
Associates, Ltd. is incorporated herein by reference to Registrant's Registration Statement
on Form N-1A (File No. 333-42115) filed with the Securities and Exchange Commission ("SEC")
on September 24, 1998.
EX-99.E Distribution Agreement between Registrant and SEI Investments Distribution Company is
incorporated herein by reference to Registrant's Registration Statement on Form N-1A (File
No. 333-42115) filed with the Securities and Exchange Commission ("SEC") on September 24,
1998.
EX-99.F Not Applicable.
EX-99.G Custodian Agreement between Registrant and CoreStates Bank N.A. is filed herewith.
EX-99.H(1) Administration Agreement between Registrant and SEI Financial Fund Resources, including
schedules relating to the White Oak Growth Stock Portfolio and Pin Oak Aggressive Stock
Portfolio incorporated herein by reference to Registrant's Registration Statement on Form
N-1A (File No. 333-42115) filed with the Securities and Exchange Commission ("SEC") on
September 24, 1998.
EX-99.H(2) Form of Transfer Agency Agreement between Registrant and DST Systems, Inc. incorporated
herein by reference to Registrant's Registration Statement on Form N-1A (File No.
333-42115) filed with the Securities and Exchange Commission ("SEC") on September 24, 1998.
EX-99.H(3) Sub-Transfer Agency Agreement between the Registrant and Norwest Bank Minnesota, N.A. is
incorporated herein by reference to Registrant's Registration Statement on Form N-1A (File
No. 333-42115) filed with the Securities and Exchange Commission ("SEC") on September 24,
1998.
EX-99.H(4) Schedule A to the Administration Agreement between the Registrant and SEI Fund Resources is
incorporated herein by reference to Registrant's Registration Statement on Form N-1A (File
No. 333-42115) filed with the Securities and Exchange Commission ("SEC") on September 24,
1998.
EX-99.I Opinion and Consent of Counsel is incorporated herein by reference to Registrant's
Registration Statement on Form N-1A (File No. 333-42115) filed with the SEC on December 12,
1997.
EX-99.J Consent of Independent Public Accountants (Arthur Andersen LLP) is filed herewith.
EX-99.K Not Applicable.
EX-99.L Not Applicable.
EX-99.M Form of Distribution Plan is incorporated herein by reference to Registrant's Registration
Statement on Form N-1A (File No. 333-42115) filed with the SEC on December 12, 1997.
EX-99.O Not Applicable.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------------- ---------------------------------------------------------------------------------------------
<S> <C>
EX-99.P Powers of Attorney for David G. Lee, Mark E. Nagle, John T. Cooney, William M. Doran, Frank
E. Morris, Robert A. Nesher, Eugene B. Peters, Robert A. Patterson and James M. Storey are
incorporated herein by reference to Registrant's Registration Statement on Form N-1A (File
No. 333-42115) filed with the Securities and Exchange Commission ("SEC") on September 24,
1998.
EX-99.B27 To be filed by Amendment.
</TABLE>

<PAGE>
CUSTODIAN AGREEMENTS
THE OAK ASSOCIATES FUNDS

This agreement dated as of the 27th day of February 1998 by and between The
Oak Associates Funds (the "Trust"), a business trust duly organized under the
laws of the Commonwealth of Massachusetts and CoreStates Bank N.A. (the "Bank").

WHEREAS, the Trust desires to appoint the Bank to act as Custodian of its
portfolio securities, cash and other property from time to time deposited with
or collected by the Bank for the Trust;

WHEREAS, the Bank is qualified and authorized to act as Custodian for the
Trust and the separate series thereof (each a "Fund") and collectively, the
"Funds"), and is willing to act in such capacity upon the terms and conditions
herein set forth;

NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto, intending to be legally bound, do hereby agree as
follows:

SECTION 1. The terms as defined in this Section wherever used in this
Agreement, or in any amendment or supplement hereto, shall have meanings herein
specified unless the context otherwise requires.

CUSTODIAN: The term Custodian shall mean the Bank in its capacity as Custodian
under this Agreement.

DEPOSITORY: The term Depository means any depository service which acts as a
system for the central handling of securities where all securities of any
particular class or series of an issuer deposited within the system are treated
as fungible and may be transferred by bookkeeping entry without physical
delivery.

PROPER INSTRUCTIONS: For purposes of this Agreement, the Custodian shall be
deemed to have received Proper Instructions upon the receipt of written
(including instructions received by means of computer terminals of facsimilie
transmissions), telephone or telegraphic instructions from a person or persons
authorized from time to time by the Trustees of the Trust to vie the particular
class of instructions. Telephone or telegraphic instructions shall be confirmed
in writing by such persons as said Trustees shall have from time to time
authorized to give the particular class of instructions in question. The
Custodian may act upon telephone or telegraphic instructions without awaiting
receipt of written confirmation, and shall not be liable for the Trust's failure
to confirm such instructions in writing.

SECURITIES: The term Securities means stocks, bonds, rights, warrants and all
other negotiable or non-negotiable paper issued in certificated or book-entry
from commonly known as "Securities" in banking custom or practice.

<PAGE>

SHAREHOLDERS: The term Shareholders hall mean the registered owners from time
to time of the Shares of the Trust in accordance with the registry records
maintained by the Trust or agents on its behalf.

SECTION 2. The Trust hereby appoints the Custodian as Custodian of the Trust's
cash. Securities and other property, to be held by the Custodian as provided in
this Agreement. The Custodian hereby accepts such appointment subject to the
terms and conditions hereinafter provided. The Bank shall open a separate
custodial account in the name of the Trust on the books and records of the Bank
to hold the Securities of the Trust deposited with, transferred to or collected
by the Bank for the account of each Fund of the Trust, and a separate cash
account to which the Bank shall credit monies received by the Bank for the
account of or from each Fund of the Trust. Such cash shall be segregated from
the assets of others and shall be and remain the sole property of the Trust.

SECTION 3. The Trust shall from time to time file with the Custodian a
certified copy of each resolution of its Board of Trustees authorizing the
person or persons to give Proper Instructions and specifying the class of
instructions that may be given by each person to the Custodian under this
Agreement, together with certified signatures of such persons authorized to
sign, which shall constitute conclusive evidence of the authority of the
officers and signatories designated therein to act, and shall be considered in
full force and effect with the Custodian fully protected in acting in reliance
thereon until it receives written notice to the contrary; provided, however,
that if the certifying officer is authorized to give Proper Instructions, the
certification shall be also signed by a second officer of the Trust.

SECTION 4. The Trust will cause to be deposited with the Custodian hereunder
the applicable net asset value of Shares sold from time to time whether
representing initial issue, other stock or reinvestments of dividends and/or
distributions payable to Shareholders.

SECTION 5. The Bank, acting as agent for the Trust, is authorized, directed and
instructed subject to the further provisions of this Agreement.

(a) to hold Securities issued only in bearer from in bearer form;

(b) to register in the name of the nominee of the Bank, the Bank's
Depositories, or sub-custodians, (i) Securities issued only in
registered form, and (ii) Securities issued in both bearer and
registered form, which are freely interchangeable without penalty;

(c) To deposit any securities which are eligible for deposit (i) with any
domestic or foreign Depository on such terms and conditions as such
Depository may require, including provisions for limitation or
exclusion of liability on the he part of the Depository; and (ii) with
any sub-custodian which the Bank uses, including any subsidiary or
affiliate of the Bank;

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<PAGE>

(d) (i) to credit for the account of the Trust all proceeds received
and payable on or in respect of the assets maintained
hereunder.

(ii) to debit the account of the Trust for the cost of acquiring
Securities the Bank has received for the Trust, against
delivery of such Securities to the Bank,

(iii) to present for payment Securities and other obligations
(including coupons) upon maturity, when called for redemption,
and when income payments are due, and

(iv) to make exchanges of Securities which, in the Bank's opinion,
are purely ministerial as, for example, the exchange of
Securities in temporary form for Securities in definitive form
or the mandatory exchange of certificates;

(e) to forward to the Trust, and/or any other person designated by the
Trust, all proxies and proxy materials received by the Bank in
connection with Securities held in the Trust's account, which have
been registered in the name of the Bank's nominee, or are being held
by any Depository, or sub-custodian, on behalf of the Bank;

(f) to sell any fractional interest of any Securities which the Bank has
received resulting from any stock dividend, stock split, distribution,
exchange, conversion or similar activity;

(g) to release the Trust's name, address and aggregate share position to
the issuers of any domestic Securities in the account of the Trust,
provided any such information to any issuer;

(h) to endorse and collect all checks, drafts or other orders for the
payment of money received by the Bank for the account of or from the
Trust;

(i) at the direction of the Trust, to enroll designated Securities
belonging to the Trust and held hereunder in a program for the
automatic reinvestment of all income and capital gains distributions
on those Securities in new shares (an "Automatic Reinvestment
Program"), or instruct any Depository holding such Securities to
enroll those Securities in an Automatic Reinvestment Program;

(j) at the direction of the Trust, to receive, deliver and transfer
Securities and make payments and collections of monies in connection
therewith, enter purchase and sale orders and perform any other acts
incidental or necessary to the performance of the above acts with
brokers, dealers or similar agents selected by the Trust, including
any broker, dealer or similar agent affiliated with the Bank, for the

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<PAGE>

account and risk of the Trust in accordance with accepted industry
practice in the relevant market, provided, however, if it si
determined that any certificated Securities transferred to a
Depository ir sub.-custodian, the Bank, or the Bank's nominee, the
Bank's sole responsibility for such Securities under this Agreement
s hall be to safekeep the Securities in accordance with Section 11
hereof; and

(k) to notify the Trust and/or any other person designated by the Trust
upon receipt of notice by the Bank of any call for redemption, tender
offer, subscription rights, merger, consolidation, reorganization or
recapitalization which (I) appears in The Wall Street Journal (New
York edition), The Standard & Poor's Called Bond Record for Preferred
Stocks, Financial Daily Called Bond Service, JJ Kenny Services, any
official notifications from The Depository Trust Company and such
other publications or services to which the Bank may from time to time
subscribe, (ii) requires the Bank to act in response thereto, and
(iii) pertain to Securities belonging to the Trust and held hereunder
which have been registered in the name of the Bank's nominee or are
being held by a Depository or sub-custodian on behalf of the Bank.
Notwithstanding anything contained herein to the contrary, the Trust
shall have the sole responsibility for monitoring the applicable
dates on which Securities with put option features must be exercised.
All solicitation fees payable to the Bank as agent in connection
herewith will be retained by the Bank unless expressly agreed to the
contrary in writing by the Bank.

Notwithstanding anything in this Section to the contrary, the Bank is authorized
to hold Securities for the Trust which have transfer limitations imposed upon
them by the Securities Act of 1993, as amended, or represent shares of mutual
funds (I) in the name of the Trust, (ii) in the name of the Bank's nominee, or
(iii) with any Depository or sub-custodian.

SECTION 6. The Custodian's compensation shall be as set forth in Schedule A
hereto attached, or as shall be set forth in amendments to such schedule
approved by the Trust and to the extent such compensation relates to services
provided hereunder to such Fund. All expenses and taxes payable with respect to
the Securities in the account of the Trust including, without limitation,
commission charges on purchases and sales and the amount of any loss or
liability for stockholders' assessments or otherwise, claimed or asserted
against the bank or against the Bank's nominee by reason of any registration
hereunder shall be charged to the Trust.

SECTION 7. In connection with its functions under this Agreement, the Custodian
shall:

(a) render to the Trust a daily report of all monies received or paid on
behalf of the Trust; and

(b) create, maintain and retain all records relating to its activities and
obligations under this Agreement in such manner as will meet the
obligations of the Trust with respect to said Custodian's activities
in accordance with generally accepted

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<PAGE>

accounting principles. All records maintained by the Custodian in
connection with the performance of its duties under this Agreement
will remain the property of the Trust and in the event of termination
of this Agreement will be relinquished to the Trust.

SECTION 8. Any Securities deposited with any Depository or with any
sub-custodian will be represented in accounts int he name of the Bank which
include only property held by the Bank as Custodian for customers in which the
Bank acts in a fiduciary or agency capacity.

Should any Securities which are forwarded to the Bank by the Trust, and which
are subsequently deposited to the Bank's account in any Depository or with any
sub-custodian, or which the Trust may arrange to deposit in the Bank's account
in any Depository or with any sub-custodian, not be deemed acceptable for
deposit by such Depository or sub-custodian, for any reason, and as a result
thereof there is a short position in the account of the Bank with the Depository
for such Security, the Trust agrees to furnish the Bank immediately with like
Securities in acceptable form.

SECTION 9. The Trust represents and warrants that: (I) it has the legal right,
power and authority to execute, deliver and perform this Agreement and to carry
out all of the transactions contemplated hereby; (ii) it has obtained all
necessary authorizations; (iii) the execution, delivery and performance of this
Agreement and the carrying out of any of the transactions contemplated hereby
will not be in conflict with, result in a breach of or constitute a default
under any agreement or other instrument to which the Trust is a party or which
is otherwise known to the Trust; (iv) it does not require the consent or
approval of any governmental agency or instrumentality, except any such consents
and approvals which the Trust has obtained; (v) the execution and delivery of
this Agreement by the Trust will not violate any law, regulation, charter,
by-law, order of any court or governmental agency or judgment applicable to the
Trust; and (vi) all persons executing this Agreement on behalf of the Trust and
carrying out the transactions contemplated hereby on behalf of the Trust are
duly authorized to do so.

In the event any of the foregoing representations should become untrue,
incorrect or misleading, the Trust agrees to notify the Bank immediately in
writing thereof.

SECTION 10. The Bank represents and warrants that: (I) it has the legal right,
power and authority to execute, deliver and perform this Agreement and to carry
out all of the transactions contemplated hereby; (ii) it has obtained all
necessary authorizations; (iii) the execution, delivery and performance of this
Agreement and the carrying out of any of the transactions contemplated hereby
will not be in conflict with, result in a breach of or constitute a default
under any agreement or other instrument to which the Bank is a party or which is
otherwise known to the Bank; (iv) it does not require the consent or approval of
any governmental agency or instrumentality, except any such consents and
approvals which the Bank has obtained; (v) the execution and delivery of this
Agreement by the Bank will not violate any law, regulation, charter, by-law,
order or any court or governmental agency or judgment applicable to the Bank;
and (vi) all persons executing this Agreement on behalf of the Bank and carrying
out the transactions

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<PAGE>

contemplated hereby on behalf of the Bank are duly authorized to do so. In the
event that any of the foregoing representations should become untrue, incorrect
or misleading, the Bank agrees to notify the Trust immediately in writing
thereof.

SECTION 11. All cash and Securities held by the Bank hereunder shall be kept
with the care exercised as the Bank's own similar property. The Bank may at its
option insure itself against loss from any cause but shall be under no
obligation to insure for the benefit of the Trust.

SECTION 12. No liability of any kind shall be attached to or incurred by the
Custodian by reason of its custody of the Trust's assets held by it from time to
time under this Agreement, or otherwise by reason of its position as Custodian
hereunder except only for its own negligence, bad faith, or willful misconduct
in the performance of its duties as specifically set forth in the Custodian
Agreement. Without limiting the generality of the foregoing sentence, the
Custodian:

(a) may rely upon the advice of counsel for the Trust; and for any action
taken or suffered in good faith based upon such advice or statements
the Custodian shall not be liable to anyone;

(b) shall not be liable for anything done or suffered to be done in good
faith in accordance with any request or advice of, or based upon
information furnished by, the Trust or its authorized officers or
agents;

(c) is authorized to accept a certificate of the Secretary or Assistant
Secretary of the Trust, or Proper Instructions, to the effect that a
resolution in the form submitted has been duly adopted by its Board of
Trustees or by the Shareholders, as conclusive evidence that such
resolution has been duly adopted and is in full force and effect; and

(d) may rely and shall be protected in acting upon any signature, written
(including telegraph or other mechanical) instructions, request,
letter of transmittal, certificate, opinion of counsel, statement,
instrument, report, notice, consent, order, or other paper or document
reasonably believed by it to be genuine and to have been signed,
forwarded or presented by the purchaser, Trust or other proper party
or parties.

SECTION 13. The Trust, its successors and assigns do hereby fully indemnify and
hold harmless the Custodian its successors and assigns, from any and all loss,
liability, claims, demand, actions, suits and expenses of any nature as the same
may arise from the failure of the Trust to comply with any law, rule regulation
or order of the United States, any state or any other jurisdiction, governmental
authority, body, or board relating to the sale, registration, qualification of
units of beneficial interest in the Trust, or from the failure of the Trust to
perform any duty or obligation under this Agreement.

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<PAGE>

Upon written request of the Custodian, the Trust shall assume the entire defense
of any claim subject to the foregoing indemnity, or the joint defense with the
Custodian of such claim, as the Custodian shall request. The indemnities and
defense provisions of this Section 13 shall indefinitely survive termination of
this Agreement.

SECTION 14. This Agreement may be amended from time to time without notice to
or approval of the Shareholders by a supplementing this Agreement in the manner
mutually agreed.

SECTION 15. Either the Trust or the Custodian may give ninety (90) days'
written notice to the other of the termination of this Agreement, such
termination to take effect at the time specified in the notice. In case such
notice of termination is given either by the Trust or by the Custodian, the
Trustees of the Trust shall, by resolution duly adopted, promptly appoint a
successor Custodian (the "Successor Custodian") which Successor Custodian shall
be a bank, trust company, or a bank and trust company in good standing, with
legal capacity to accept custody of the cash and Securities of a mutual fund.
Upon receipt of written notice from the Trust of the appointment of such
Successor Custodian and upon receipt of Proper Instructions, the Custodian shall
deliver such cash and Securities as it may then be holdidng hereunder directly
and only to the Successor Custodian. Unless or until a Successor Custodian has
been appointed as above provided, the Custodian then acting shall continue to
act as Custodian under this Agreement.

Every Successor Custodian appointed hereunder shall execute and deliver an
appropriate written acceptance of its appointment and shall thereupon become
vested with the rights, powers, obligations and custody of its predecessor
Custodian. The Custodian ceasing to act shall nevertheless, upon request of the
Trust and the Successor Custodian and upon payment of its charges and
disbursements, execute and instrument in form approved by its counsel
transferring to the Successor Custodian all the predecessor Custodian's rights,
duties, obligations and custody,

Subject to the provisions of Section 21 hereof, in case the Custodian shall
consolidate with or merge into any other corporation, the corporation remaining
after or resulting from such consolidation or merger shall ipso facto without
the execution of filing of any papers or other documents, succeed to and be
substituted for the Custodian with like effect as though originally named as
such, PROVIDED, HOWEVER, in every case that said Successor corporation maintains
the qualifications set out in Section 17(f) of the Investment Company Act of
1940, as amended,

SECTION 16. This Agreement shall take effect when assets of the Trust are first
delivered to the Custodian.

SECTION 17. This Agreement may be executed in two or more counterparts, each of
which when so executed shall be deemed to be an original, but such counterparts
shall together constitute but one and the same instrument.

SECTION 18. A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts , and notice is hereby
given that this instrument is

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<PAGE>

executed on behalf of the Trustees of the Trust as Trustees and not individually
and that the obligations of this instrument are not binding upon any of the
Trustees, officers or Shareholders of the Trust individually, but binding only
upon the assets and property of the Trust. No Fund of the Trust shall be liable
for the obligations of any other Fund of the Trust.

SECTION 19. The Custodian shall create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will meet the
obligations of the Trust under the Investment Company Act of 1940, as amended,
with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder, applicable Federal and state tax laws and any other law or
administrative rules or procedures which may be applicable to the Trust.

Subject to security requirements of the Custodian applicable to its own
employees having access to similar records within the Custodian, the books and
records of the Custodian pertaining to this Agreement shall be open to
inspection and audit at any reasonable times by officers of, attorneys for, and
auditors employed by, the Trust.

SECTION 20. Any sub-custodian appointed hereunder shall be qualified under
Section 17(f) of the 1940 Act and will perform its duties in accordance with the
requirement of this Agreement.

SECTION 21. Nothing contained in this Agreement is intended to or shall require
the Custodian in any capacity hereunder to perform any functions or duties on
any holiday or other day of special observance on which the Custodian is closed.
Functions or duties normally scheduled to be performed on such days shall be
performed on, and as of, the next business day the Custodian is open.

SECTION 22. This Agreement shall extend to and shall be binding upon the
parties hereto and their respective successors and assigns; provided , however,
that this Agreement shall not be assignable by the Trust without the written
consent of the Custodian, or by the Custodian without the written consent of the
Trust, authorized or approved by a resolution of its Board of Trustees.

SECTION 23. All communications(other than Proper instructions which are to be
furnished hereunder to either party, or under any amendment hereto, shall be
sent by mail to the address listed below, provided that in the event that the
Bank, in its sole discretion, shall determine that an emergency exists, the Bank
may use such other means of communications as the Bank deems advisable.

To the Trust Oak Associates Funds
Co: SEI Investments
1 Freedom Valley Drive
Oaks, PA 19456

To the Bank: CoreStates Bank N.A.
530 Walnut St.

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<PAGE>

Philadelphia PA, 19101-7618

SECTION 20. This Agreement, and any amendments hereto, shall be governed,
construed and interpreted in accordance with the laws of the Commonwealth of
Pennsylvania applicable to agreements made and to be performed entirely within
such Commonwealth.

IN WITNESS WHEREOF, the Trust and the Custodian have caused this Agreement to be
signed by their respective officers as of the day and year first above written.

By: THE OAK ASSOCIATES FUNDS

/s/ William E. White
Name: William E. White
Title: Asst. Sec.

By: CORESTATES BANK, N.A.

/s/ Paul T. Cahill
Name: Paul T. Cahill
Title: Vice President

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<PAGE>

SCHEDULE A

FEE SCHEDULE

CUSTODY ADMINISTRATIVE FEES:

1.00 basis points on the first $2.5 billion

.75 basis points on the next $2.5 billion

.50 basis points on the next $5.0 billion

.40 basis points on remainder

TRANSACTION FEES:

$4.00 per trade and maturity through Depository Trust Company.

$10.00 per trade and maturity clearing book entry through Federal Reserve.

$30/transaction for GIC contracts/Physical Securities

$10.00 per trade and maturity clearing through Participants Trust Company

$4.00 paydowns on mortgage-backed securities.

$5.50 Fed wire charge on Repo collateral in/out.

$5.50/$7.50 other cash wire transfers in/out.

$5.50 Dividend reinvestment.

$2.50 Fed charge for sale/return of collateral.

$8.00 Future Contracts

$15.00 Options

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