SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Oak Associates Funds
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
same
---------------------------------------------
(Name of Person(s) Filing Proxy Statement, if
other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11(1).
1) Title of each class of securities to which transaction applies:
_________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
_________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________________
5) Total fee paid:
_________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________________________________________________________
<PAGE>
2) Form, Schedule or Registration Statement No.:
_________________________________________________________________________
3) Filing Party:
_________________________________________________________________________
4) Date Filed:
_________________________________________________________________________
<PAGE>
IMPORTANT NEWS
FOR SHAREHOLDERS OF
OAK ASSOCIATES FUNDS
While we encourage you to read the full text of the enclosed Proxy
Statement, here is a brief overview of some matters affecting the Oak Associates
Funds (the "Fund") which require a shareholder vote.
Q & A: QUESTIONS AND ANSWERS
Q. What has happened to require a shareholder vote?
A. On February 23, 2000, the Board of Trustees (the "Board") of the Fund passed
a resolution with the advice of Oak Associates, ltd. (the "Adviser") authorizing
a shareholder meeting to consider a proposal to replace the entire Board of
seven trustees with a smaller board of four trustees (the "Proposal"). This
action, however, must have approval of the shareholders of the Fund (including
Pin Oak Aggressive Stock Fund, Red Oak Technology Select Fund and White Oak
Growth Stock Fund (the "Portfolios")).
Q. How does the replacement of the Board affect the Fund and each of its
Portfolios?
A. The everyday operations of the Fund and each of its Portfolios will not be
affected by the Board replacement. Oak Associates, ltd. will continue to manage
the investments of the Fund and neither the investment objectives nor policies
of the Portfolios will be changed.
Q. What are the possible benefits of the Board replacement?
A. Currently, the Board of Trustees is composed of Trustees that serve on the
boards of a number of mutual funds. After discussion with the Fund's Adviser and
consideration of the matter, the Board determined that it would be in the best
interests of shareholders to submit the Proposal to shareholders for their
consideration. The Proposal is designed to reconstitute the Fund's board to (i)
reduce its size from seven to four members; (ii) increase the ratio of
independent trustees to 75%; and (iii) elect four new trustees which will serve
the Fund exclusively. The nominees are familiar with the Fund, its Adviser and
the Fund's distribution methods.
Q. Where can I get more information?
A. If you need more information, please call a Fund shareholder servicing
representative toll-free at 1-888-462-5386 (press option #3).
Q. How can I vote my shares?
A. You may choose from one of the following options to vote your shares:
<PAGE>
o By mail, with the enclosed proxy card(s) and return envelope.
o By telephone, with a toll-free call to the telephone number that appears
on your proxy card.
o Through the Internet, by using the Internet address located on your
proxy card and following the instructions on the site.
o In person at the shareholder meeting (see details enclosed in proxy
statement).
Q. Will the Fund pay for the proxy solicitation and legal costs associated with
this transaction?
A. Yes.
Please vote all issues on each proxy card that you receive. Thank you for
mailing your proxy card promptly.
<PAGE>
OAK ASSOCIATES FUNDS
Pin Oak Aggressive Stock Fund
Red Oak Technology Select Fund
White Oak Growth Stock Fund
2 Oliver Street
Boston, Massachusetts 02109
------------------------
Notice of Special Meeting of Shareholders
May 12, 2000
TO THE SHAREHOLDERS OF OAK ASSOCIATES FUNDS (the "Fund") (Pin Oak Aggressive
Stock Fund, Red Oak Technology Select Fund, and White Oak Growth Stock Fund
(each a "Portfolio," collectively, the "Portfolios")):
You are cordially invited to a special meeting (the "Special Meeting") of
the shareholders of the Portfolios. The Special Meeting will be held on Friday,
May 12, 2000 at 3:00 p.m., Eastern Time at the offices of SEI Investment Mutual
Funds Services in Oaks, Pennsylvania. The purpose of the Special Meeting is to
consider the proposal set forth below and to transact such other business as may
be properly brought before the Special Meeting:
PROPOSAL: To consider and act upon a proposal to elect a new Board of
Trustees of the Fund.
Only shareholders of the Fund at the close of business on February 23, 2000
are entitled to notice of, and to vote at, this meeting or any adjournment
thereof.
Whether or not you expect to be present at the special meeting, please
complete and promptly return the enclosed proxy card. A postage paid envelope is
enclosed for your convenience so that you may return your proxy card as soon as
possible. You may also vote easily and quickly by telephone or through the
Internet as described in the enclosed proxy card. To do so, please follow the
instructions included on your enclosed proxy card. It is most important and in
your interest for you to vote so that a quorum will be present and a maximum
number of shares may be voted. The proxy is revocable at any time prior to its
use.
Mark E. Nagle
/s/ Mark E. Nagle
-------------------
President
Dated: March 20, 2000
1
<PAGE>
OAK ASSOCIATES FUNDS
Pin Oak Aggressive Stock Fund
Red Oak Technology Select Fund
White Oak Growth Stock Fund
2 Oliver Street
Boston, Massachusetts 02109
--------------------------
PROXY STATEMENT
--------------------------
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
May 12, 2000
This Proxy Statement is furnished by the Board of Trustees of Oak
Associates Funds (the "Fund") in connection with the solicitation of proxies for
use at the special meeting of shareholders of the Fund to be held on Friday, May
12, 2000 at 3:00 p.m. Eastern Time, or at any adjournment thereof (the "Special
Meeting"), at the offices of SEI Investment Mutual Funds Services in Oaks,
Pennsylvania. It is expected that the Notice of Special Meeting, the Proxy
Statement and a Proxy Card will be mailed to shareholders on or about March 20,
2000.
Summary
At the Special Meeting, shareholders will be asked to vote on a proposal to
elect a slate of Trustees (the "Proposal"). The Proposal is designed to
reconstitute the Fund's board to (i) reduce its size from seven to four members;
(ii) increase the ratio of independent trustees to 75%; and (iii) elect four new
trustees which will serve the Fund exclusively.
If you do not expect to be present at the Special Meeting and wish your
shares to be voted, please vote your proxy (the "Proxy") by mail, telephone or
Internet allowing sufficient time for the Proxy to be received on or before 3:00
p.m., Eastern Time on Friday, May 12, 2000. If your Proxy is properly returned,
shares represented by it will be voted at the Special Meeting in accordance with
your instructions. However, if no instructions are specified on the Proxy with
respect to the Proposal, the Proxy will be voted FOR the approval of the
Proposal and in accordance with the judgment of the persons appointed as proxies
upon any other matter that may properly come before the Special Meeting.
Shareholders may revoke their Proxies at any time prior to the time they are
voted by giving written notice to the Secretary of the Fund, by delivering a
subsequently dated Proxy or by attending and voting at the Special Meeting.
2
<PAGE>
The close of business on February 23, 2000 has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of, and to vote at, the Special Meeting and at any adjournment thereof.
On that date, the Fund had 76,085,640 shares outstanding. Each full share will
be entitled to one vote at the Special Meeting and each fraction of a share will
be entitled to the fraction of a vote equal to the proportion of a full share
represented by the fractional share.
The expenses of the Special Meeting will be borne by the Fund and will
include reimbursement to brokerage firms and others for expenses in forwarding
Proxy solicitation materials to beneficial owners. The solicitation of Proxies
will be largely by mail, but may include telephonic, Internet or oral
communication by employees and officers of Oak Associates, ltd. (the "Adviser").
Additional solicitation may be made by Shareholder Communications Corp., a
solicitation firm located in New York, New York that has been engaged by the
Fund to assist in proxy solicitation.
Upon request, the Fund will furnish to shareholders, without charge, a copy
of the Annual Report for its fiscal year ended October 31, 1999. The Annual
Report of the Fund may be obtained by written request to the Fund, P. O. Box
219441, Kansas City, Missouri 64121-9441, or by calling 1-888-462-5386 (press
option #3).
The Fund is registered as an open-end, diversified management investment
company under Investment Company Act of 1940, as amended (the "1940 Act") and
its shares are registered under the Securities Act of 1933, as amended.
3
<PAGE>
PROPOSAL: To consider and act upon a proposal to elect a new Board of
Trustees of the Fund.
At the Special Meeting, it is proposed that four Trustees be elected to
hold office until their successors are duly elected and qualified. The persons
named in the accompanying Proxy intend, in the absence of contrary instructions,
to vote all Proxies on behalf of the shareholders for the election of James D.
Oelschlager, John C. Stimpson, J. John Canon and Stanford N. Phelps (each a
"Nominee" and collectively, the "Nominees"). All of the Nominees are not
currently members of the Board of Trustees. If the nominees are elected, 75% of
the Board's members will be disinterested persons within the contemplation of
Section 15(f) of the 1940 Act. Mr. Oelschlager would be considered an
"interested" trustee because of his affiliation with the Fund's Adviser.
At a meeting held on February 23, 2000 the Board of Trustees approved the
nomination of James D. Oelschlager, John G. Stimpson, J. John Canon, and
Stanford N. Phelps to the Board. If subsequently approved by shareholders, they
will replace the current Board of Trustees and serve as the new trustees of the
Fund.
Currently, the Board of Trustees is composed of Trustees that serve on the
boards of a number of mutual funds. After discussion with the Fund's Adviser and
consideration of the matter, the Board determined that it would be in the best
interests of shareholders to submit the Proposal to shareholders for their
consideration. The Proposal is designed to reconstitute the Fund's board to (i)
reduce its size from seven to four members; (ii) increase the ratio of
independent trustees to 75%; and (iii) elect four new trustees which will serve
the Fund exclusively. The nominees are familiar with the Fund, its Adviser and
the Fund's distribution methods.
Each of the Nominees has consented to being named in this Proxy Statement
and to serving as a Trustee if elected. The Fund knows of no reason why any
Nominee would be unable or unwilling to serve if elected. Because the Fund does
not hold regular annual shareholder meetings, each Nominee, if elected, will
hold office until his or her successor is elected and qualified.
Information Regarding Nominees
The following information is provided for each Nominee. As of March 13,
2000, the Nominees as a group and the Trustees and officers of the Fund as a
group beneficially owned an aggregate of less than 1% of the total outstanding
shares of the Portfolios of the Fund.
4
<PAGE>
<TABLE>
<CAPTION>
Shares of the
Business Experience during the Portfolios
Past Five Years Beneficially Owned
Name and Position (including all trusteeships and as of March 13,
with the Fund Age directorships) 2000(1)(2)
------------- --- -------------- ------
<S> <C> <C> <C>
James D. Oelschlager, 57 Managing Member, President, CIO 14,369-Pin Oak
Nominee* and Founder of Oak Associates,
ltd. since 1985. Assistant Treasurer 30,000-Red Oak
and Director of Investment
Management of Firestone Tire and 14,651-White Oak
Rubber, 1969-1985.
John G. Stimpson, 58 Retired since 1993. Board of 2,390-Pin Oak
Nominee Directors, Morgan Stanley Trust
Company, 1988-1993. Director of 14,086-Red Oak
International Equity Sales, and
Equity Sales Manager, Salomon Brothers 3,583-White Oak
(New York), 1985-1993. Director
London Office, Salomon Brothers
International (London, England),
1972-1985. Institutional Equity RR,
duPont Glore Forgan, 1968-1972.
J. John Canon, 65 Member of Board, Proconex 6,961-Pin Oak
Nominee since 1995. President,
and Chairman of the Board, 3,349-Red Oak
Synergistic Partners, Inc., 1974-1999
Application, Engineering and Sales, 4,307-White Oak
Fisher Controls Company, 1961-1974
and Carrier Corporation, 1957-1961.
Stanford N. Phelps, 65 Chairman, Clear Springs Land 84,245-Pin Oak
Nominee Company LLC since 1999. Chairman,
S.N. Phelps Realty LLC since 200,000-Red Oak
1994. Chairman, Wyatt Energy,
Inc. since 1994. Chairman, 55,710-White Oak
Commonwealth Oil Refining Company
since 1984. Chairman, Realmark
Holdings since 1983. Chairman,
S.N. Phelps & Co. since 1986.
President & CIO, U.S. Life Advisors
and U.S. Life Income Fund, 1972-1974.
Head of Bond Department, Drexel,
Harriman & Ripley, 1970-1972. Head
of Bond Sales, F.S. Smithers & Co.,
1967-1970. Head of Restructuring/
Workout, Citibank, N.A., 1960-1966.
</TABLE>
- ----------
* Denotes an individual who is an "interested person" as defined in the 1940
Act.
(1) This information has been provided by each Nominee of the Fund.
(2) As of March 13, 2000, the Nominees as a group beneficially owned an
aggregate of less than 1% of the total outstanding shares of the Portfolio.
Compensation of Trustees
Each Trustee not an "interested person" within the meaning of the 1940 Act
receives an aggregate annual fee (plus reimbursement for reasonable
out-of-pocket expenses incurred in connection with his or her attendance at
Board and committee meetings) from the Fund for which he or she serves. Payment
of such fees and expenses is allocated among all such Portfolios described above
in proportion to their relative net
5
<PAGE>
assets. For the fiscal year ended October 31, 1999, Independent Trustees' fees
attributable to the assets of the Fund totaled $12,108. Officers of the Fund
receive no direct remuneration from the Fund.
The aggregate compensation payable by the Fund to each of the Fund's
Trustees serving during the fiscal year ended October 31, 1999 is set forth in
the compensation table below. The aggregate compensation payable to such
Trustees during the fiscal year ended October 31, 1999 is also set forth in the
compensation table below.
COMPENSATION TABLE
<TABLE>
<CAPTION>
Aggregate Pension or
Compensation Retirement Benefits Total Compensation
Payable Accrued as Part from the Fund Payable
Name and Position from the Fund Of Fund Expenses to Trustee
----------------- ------------- ---------------- ----------
<S> <C> <C> <C>
John T. Cooney, Trustee $2,556 N/A $2,556
Frank E. Morris, Trustee(3) 543 N/A 543
Robert Patterson, Trustee 2,556 N/A 2,556
Eugene B. Peters, Trustee 2,556 N/A 2,556
James M. Stoney, Trustee 2,556 N/A 2,556
William M. Doran, Trustee(1) N/A N/A N/A
Robert A. Nesher, Chairman of the N/A N/A N/A
Board of Trustees(1)(2)
George J. Sullivan, Jr., Trustee 1,341 N/A 1,341
</TABLE>
- ----------
(1) A Trustee who is an "interested person" as defined in the 1940 Act.
(2) SEI Investments compensates Mr. Nesher for services he provides to SEI
Investments.
(3) Mr. Morris retired as of December 30, 1998.
Meetings and Committees of the Board of Trustees
There were four regular meetings of the Board of Trustees held during the
fiscal year ended October 31, 1999. All incumbent Trustees attended all of the
meetings held during their respective terms with the exception of Mr. Morris and
Mr. Sullivan. Mr. Morris attended one meeting prior to his retirement on
December 30, 1998. Mr. Sullivan was appointed to fill the vacancy and attended
the remainder of the Funds' regular meetings.
The Board of Trustees has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Trustees with respect to the engagement of
independent accountants. The Audit Committee reviews, with the independent
accountants, the results of the audit engagement and matters having a material
effect on the Fund's financial operations. The members of the Audit Committee
during the fiscal year ended October 31, 1999, were Messers. Cooney, Patterson,
Peters, Storey and
6
<PAGE>
Sullivan, each of whom is not an "interested person" within the meaning of the
1940 Act. Mr. Peters was Chairman of the Audit Committee during the fiscal year
ended October 31, 1999. If elected, Messers. Stimpson, Canon and Phelps will
become members of the Audit Committee. The Audit Committee met two times during
the fiscal year ended October 31, 1999. All incumbent members attended all of
the meetings held during their respective terms.
Board Approval of the Election of Trustees
At the meeting of the Board of Trustees held on February 23, 2000, the
Board of Trustees voted to approve a Special Shareholder Meeting to elect each
of the Nominees for Trustee named herein. In voting to approve a Special
Shareholder Meeting to elect the Nominees as Trustees of the Fund, the Board of
Trustees considered the Nominees' experience and qualifications and also the
contractual fee waiver in effect for each of the Funds which ensures that the
current expense levels of the Funds will remain unchanged through March 1, 2001.
Shareholder Approval of the Election of Trustees
The election of Trustees requires the affirmative vote of a plurality of
all votes cast at the Special Meeting, provided that a majority of the shares
entitled to vote are present in person or by proxy at the Special Meeting. If
you give no voting instructions, your shares will be voted FOR all Nominees
named herein. If the Nominees are not approved by shareholders of the Fund, the
current Board of Trustees will remain in place and consider alternative
nominations.
7
<PAGE>
ADDITIONAL INFORMATION
Trustees and Executive Officers
Information about the Fund's current Trustees and principal executive
officers is set forth below. Each officer of the Fund will hold such office
until a successor has been elected by the Board of Trustees.
<TABLE>
<CAPTION>
Shares of the
Business Experience during the Portfolios
Name and Position Past Five Years (including all Beneficially Owned
with the Fund Age Trusteeships or Directorships) as of March 7, 2000**
------------- --- ------------------------------ ---------------------
<S> <C> <C>
John T. Cooney, Trustee 73 Vice Chairman of Ameritrust Texas 0-Pin Oak
N.A., 1989-1992, and Mtrust
Corp., 1985-1989. Trustee of The 0-Red Oak
Advisors' Inner Circle Fund, The
Arbor Fund and The Expedition 0-White Oak
Funds.
Robert A. Patterson, Trustee 72 Pennsylvania State University: 0-Pin Oak
Senior Vice President, Treasurer
(Emeritus); Financial and 0-Red Oak
Investment Consultant, Professor
of Transportation since 1984; 0-White Oak
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, Trustee 70 Private investor from 1987 to 0-Pin Oak
present. Vice President and Chief
Financial Officer, Western 0-Red Oak
Company of North America
(petroleum service company), 0-White Oak
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.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Shares of the
Business Experience during the Portfolios
Name and Position Past Five Years (including all Beneficially Owned
with the Fund Age Trusteeships or Directorships) as of March 7, 2000
------------- --- ------------------------------ -------------------
<S> <C> <C>
James M. Storey, Trustee 68 Partner, Dechert Price & Rhoads, 0-Pin Oak
September 1987-December 1993.
Trustee of The Advisors' Inner 0-Red Oak
Circle Fund, The Arbor Fund, The
Expedition Funds, SEI Asset 0-White Oak
Allocation Trust, SEI Daily Income
Trust, SEI Index Funds, SEI
Institutional International Trust,
SEI Institutional Investments
Trust, SEI Institutional Managed
Trust, SEI Liquid Asset Trust and
SEI Tax Exempt Trust.
William M. Doran, Trustee* 59 Partner, Morgan, Lewis & Bockius 0-Pin Oak
LLP (law firm), counsel to the
Fund, SEI Investments, the SEI 0-Red Oak
Investments Mutual Funds Services
(the "Administrator ")and SEI 0-White Oak
Investments Distribution Co. (the
"Distributor") Director of SEI
Investments since 1974; Secretary
of SEI Investments since 1978.
Trustee of The Advisors' Inner
Circle Funds, SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI
Index Funds, SEI Institutional
International Trust, SEI
Institutional Investments Trust,
SEI Institutional Managed Trust,
SEI Liquid Asset Trust and SEI Tax
Exempt Trust.
Robert A. Nesher, Chairman 53 Currently performs various 0-Pin Oak
of the Board of Trustees* services on behalf of SEI
Investments for which Mr. Nesher 0-Red Oak
is compensated. Executive Vice
President of SEI Investments, 0-White Oak
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, Bishop
Street Funds, Boston 1784 Funds,
The Expedition Funds, Pillar
Funds, SEI Asset Allocation
Trust, SEI Daily Income Trust,
SEI Index Funds, SEI
Institutional International
Trust, SEI Institutional
Investments Trust, SEI
Institutional Managed Trust, SEI
Liquid Asset Trust and SEI Tax
Exempt Trust.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Shares of the
Business Experience during the Portfolios
Name and Position Past Five Years (including all Beneficially Owned
with the Fund Age Trusteeships or Directorships) as of March 7, 2000
------------- --- ------------------------------ ----------------------
<S> <C> <C>
George J. Sullivan, Jr., 57 Chief Executive Officer, Newfound 0-Pin Oak
Trustee Consultants Inc. since April
1997. General Partner, Teton 0-Red Oak
Partners, L.P., June
1991-December 1996. Chief 0-White Oak
Financial Officer, Noble
Partners, L.P., March
1991-December 1996. Treasurer and
Clerk, Peak Asset Management,
Inc., since 1991; Trustee,
Navigator Securities Lending
Trust, since 1995. Trustee of The
Advisors' Inner Circle Fund, The
Arbor Fund, The Expedition Funds,
SEI Asset Allocation Trust, SEI
Daily Income Trust, SEI Index
Funds, SEI Institutional
International Trust, SEI
Institutional Investments Trust,
SEI Institutional Managed Trust,
SEI Liquid Asset Trust and SEI
Tax Exempt Trust.
Mark E. Nagle, 40 President of the Administrator and N/A
President Senior Vice President of SEI Investments
Mutual Funds Services Operations Group
since 1998. Vice President of the
Administrator and Vice President of Fund
Accounting and Administration of SEI
Investments Mutual Fund Services,
1996-1998. Vice President of the
Distributor since December 1997. Senior
Vice President, Fund Administration, BISYS
Fund Services, September 1995 - November
1996. Senior Vice President and Site
Manager, Fidelity Investments 1981 -
September 1995.
Timothy D. Barto, 31 Employed by SEI Investments since October N/A
Vice President and 1999. Vice President and Assistant
Assistant Secretary Secretary of the Administrator and
Distributor since December 1999. Associate
at Dechert, Price & Rhoads LLP
(1997-1999). Associate at Richter, Miller
& Finn LLP (1994-1997).
Todd B. Cipperman, 34 General Counsel of SEI Investments since N/A
Vice President and 2000. Vice President and Assistant
Assistant Secretary Secretary of SEI Investments, the
Administrator and the Distributor since
1995. Associate, Dewey Ballantine (law
firm), 1994-1995. Associate, Winston &
Strawn (law firm) 1991-1994.
James R. Foggo, 35 Vice President and Assistant Secretary of N/A
Vice President and SEI Investments since 1998. Vice President
Assistant Secretary and Assistant Secretary of the
Administrator and the Distributor since
May 1999. Associate, Paul Weiss, Rifkind,
Wharton & Garrison (law firm), 1998.
Associate, Baker & McKenzie (law firm),
1995-1998. Associate, Battle Fowler L.L.P.
(law firm), 1993-1995. Operations Manager,
The Shareholder Services Group, Inc.,
1986-1990.
Lydia A. Gavalis, 35 Vice President and Assistant Secretary of N/A
Vice President and the Addministrator and the Distributor
Assistant Secretary since 1998. Assistant General Counsel and
Director of Arbitration, Philadelphia
Stock Exchange, 1989-1998.
Kevin P. Robins, 38 Senior Vice President and General Counsel N/A
Vice President and of SEI Investments, the Administrator and
Assistant Secretary 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, 51 Vice President and Assistant Secretary of N/A
Vice President and the Administrator and the Distributor
Assistant Secretary 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.
Robert J. Dellacroce, 36 Director, Funds Administration and N/A
Controller and Chief Accounting of the Administrator since
Financial Officer 1994. Senior Audit Manager, Arthur
Andersen LLP, 1986-1994.
William E. White, 35 Mutual Fund Product Manager of Oak N/A
Assistant Secretary Associates, ltd., the Adviser, since 1997.
Account Director, SEI Investments,
1994-1997. Lieutenant, United States Navy,
1987-1994.
John H. Grady, Jr., 38 1701 Market Street, Philadelphia, PA N/A
Secretary 19103-2921, Partner since 1995, Morgan,
Lewis & Bockius LLP (law firm), counsel
to the Trust, SEI Investments, the
Administrator and the Distributor.
Richard W. Grant, 54 1701 Market Street, Philadelphia, PA N/A
Assistant Secretary 19103. Partner, Morgan, Lewis & Bockius
LLP (law firm), counsel to the Trust, the
Administrator and the Distributor.
</TABLE>
- ----------
* Denotes an individual who is an "interested person" as defined in the 1940
Act.
** As of October 31, 1999 the Trustees and officers of the Fund as a group (20
persons) beneficially owned an aggregate of less than 1% of the Portfolio.
Investment Adviser
Oak Associates, ltd., located at 3875 Embassy Parkway, Suite 250, Akron,
Ohio 44333, acts as each Portfolio's investment adviser.
Principal Distributor
SEI Investments Distribution Co., located at One Freedom Valley Drive,
Oaks, Pennsylvania 19456, acts as the Fund's principal underwriter.
10
<PAGE>
Beneficial Owners
As of the Record Date, the following persons beneficially owned 5% or more
of the outstanding shares of each Portfolio, as described below:
Name and Address of Owner Percentage of Ownership
- ------------------------- -----------------------
PIN OAK AGGRESSIVE STOCK FUND
Charles Schwab & Co., Inc. 21.23%
ATTN: Mutual Funds
4500 Cherry Creek Dr.
Denver, CO 80209
National Financial Services Corp. 16.44%
For the Exclusive Benefit of Our Customers
200 Liberty St., 1 World Fin. Center
New York, NY 10281-1003
FIIOC Inc. Agent 7.65%
For Certain Emp. Benefit Plans
100 Magellan Way
Covington, KY 41015-1987
RED OAK TECHNOLOGY SELECT FUND
Charles Schwab & Co., Inc. 23.34%
ATTN: Mutual Funds
4500 Cherry Creek Drive
Denver, CO 80209
National Financial Services Corp. 16.21%
For the Exclusive Benefit of our Customers
200 Liberty St., 1 World Fin. Center
New York, NY 10281-1003
FIIOC Inc. Agent 11.80%
For Certain Emp. Benefit Plans
100 Magellan Way
Covington, KY 41015-1987
11
<PAGE>
WHITE OAK GROWTH STOCK FUND
Charles Schwab & Co., Inc. 42.19%
ATTN: Mutual Funds
4500 Cherry Creek Drive
Denver, CO 80209
National Financial Services Corp. 17.27%
For the Exclusive Benefit of our Customers
200 Liberty St., 1 World Fin. Center
New York, NY 10281-3003
Submission of Shareholder Proposals
The Fund is incorporated under the laws of the Commonwealth of
Massachusetts. Under Massachusetts General Corporation Law, a corporation
registered under the 1940 Act, such as the Fund, is not required to hold an
annual meeting in any year in which the election of Trustees is not required to
be acted upon under the 1940 Act. The Fund has availed itself of this provision
and achieves cost savings by eliminating printing costs, mailing charges and
other expenses involved in routine annual meetings.
Even with the elimination of routine annual meetings, the Board of Trustees
may call special meetings of shareholders for action by shareholder vote as may
be required by the 1940 Act, or as required or permitted by the Declaration of
Trust and By-Laws of the Fund. As described above, shareholder meetings will be
held, in compliance with the 1940 Act, to elect Trustees under certain
circumstances. Shareholder meetings may also be held by the Fund for other
purposes, including to approve investment policy changes, a new investment
advisory agreement, or other matters requiring shareholder action under the 1940
Act.
Shareholders who wish to present a proposal for action at the next meeting
or suggestions as to nominees for the Board of Trustees should submit the
proposal or suggestions to be considered to the Fund 60 days in advance of any
such meeting for inclusion in the Fund's proxy statement and form of proxy for
such meeting as is held. The Board of Trustees will give consideration to
shareholder suggestions as to nominees for the Board of Trustees. Shareholders
retain the right to request that a meeting of the shareholders be held for the
purpose of considering matters requiring shareholder approval.
Required Vote
Approval of the Proposal requires the affirmative vote of a plurality of
all votes cast at the Special Meeting, provided that a majority of the shares
entitled to vote are present in person or by proxy at the Special Meeting.
Abstentions and "broker non-votes" will not be counted for or against the
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Proposal but will be counted for purposes of determining whether a quorum is
present. The Fund believes that brokers who hold shares as record owners for
beneficial owners have the authority under the rules of the various stock
exchanges to vote those shares with respect to the Proposal when they have not
received instructions from beneficial owners.
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Other Matters
No business other than the matters described above is expected to come
before the Special Meeting, but should any matter incident to the conduct of the
Special Meeting or any question as to an adjournment of the Special Meeting
arise, the persons named in the enclosed Proxy will vote thereon according to
their best judgment in the interest of the Fund.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING AND WHO WISH
TO HAVE THEIR SHARES VOTED ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR INTERNET
AS EXPLAINED IN THE INSTRUCTIONS INCLUDED ON YOUR PROXY CARD.
By Order of the Trustees,
/s/ Mark E. Nagle
-------------------
Mark E. Nagle
President
Dated: March 20, 2000
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OAK ASSOCIATES FUNDS
PROXY SERVICES
P.O. BOX 9079
FARMINGDALE, NY 11735
OAK ASSOCIATES FUNDS
2 Oliver Street
Boston, Massachusetts 02109
Pin Oak Aggressive Stock Fund
Red Oak Technology Select Fund
White Oak Growth Stock Fund
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
May 12, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE OAK ASSOCIATES FUNDS
The undersigned Shareholder(s) of the Oak Associates Funds (the "Fund")
hereby appoint(s) James Foggo, Laurie Brooks and Kristen Keefer, each of them
(with full power of substitution), the proxy or proxies of the undersigned to
attend the Special Meeting of Shareholders (the "Meeting") of the Fund to be
held on Friday, May 12, 2000, and any adjournments thereof, to vote all of the
shares of the Fund that the signer would be entitled to vote if personally
present at the Meeting and on any other matters brought before the Meeting, all
as set forth in the Notice of Special Meeting of Shareholders. Said proxies are
directed to vote or refrain from voting pursuant to the Proxy Statement as
checked below.
To vote by Internet
1) Read the Proxy Statement and have the Proxy card below at hand.
2) Go to Website www.proxyvote.com.
3) Enter the 12-digit control number set forth on the Proxy card and follow the
simple instructions.
To vote by Telephone
1) Read the Proxy Statement and have the Proxy card below at hand.
2) Call 1-800-890-8903
3) Enter the 12-digit control number set forth on the Proxy card and follow the
simple instructions.
All properly executed proxies will be voted as directed herein by the signing
Shareholder(s). If no direction is given when the duly executed proxy is
returned, such shares will be voted FOR the Proposal.
Please date, sign and return promptly.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: OAKFUN KEEP THIS
PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
OAK ASSOCIATES FUNDS
VOTE ON TRUSTEES
1. Proposal to elect a new Board of Trustees. The nominees for Trustees are:
James D. Oelschlager For All With- For All
John G. Stimpson Nominees hold Except
J. John Canon [ ] [ ] [ ]
Stanford N. Phelps
To withhold authority to vote, mark "FOR ALL EXCEPT" and write the nominee's
number on the line below.
VOTE ON PROPOSALS
2. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Special Meeting of Shareholders and the Proxy Statement of the Board
of Trustees.
Your signature(s) on this proxy should be exactly as your name or names
appear on this proxy. If the shares are held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian, please
print your full title below your signature.
Dated: _____________2000
_____________________________________________
Signature
_____________________________________________
Signature
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