OAK ASSOCIATES FUNDS, 485BPOS, 2000-02-23

OAK ASSOCIATES FUNDS
485BPOS, 2000-02-23

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As filed with the Securities and Exchange Commission on February 23, 2000

File No. 811 - 08549
File No. 333 - 42115
================================================================================

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /

POST-EFFECTIVE AMENDMENT NO. 5 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 5 /X/

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 (800)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, Esq.
John H. Grady, Jr., Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103

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

/ / immediately upon filing pursuant to paragraph (b)
/X/ on February 28, 2000 pursuant to paragraph (b)
/ / 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.

<PAGE>

OAK ASSOCIATES FUNDS

PROSPECTUS
MARCH 1, 2000

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 OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

ABOUT THIS PROSPECTUS

Oak Associates Funds is a mutual fund family that offers shares in separate
investment portfolios (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 RISK AND RETURN THAT IS COMMON TO EACH OF THE
FUNDS. FOR MORE DETAILED INFORMATION ABOUT THE FUNDS, PLEASE SEE:

PAGE
----
RISK/RETURN INFORMATION COMMON TO THE FUNDS .....................3
PIN OAK AGGRESSIVE STOCK FUND....................................4
RED OAK TECHNOLOGY SELECT FUND...................................7
WHITE OAK GROWTH STOCK FUND......................................10
MORE INFORMATION ABOUT FUND INVESTMENTS..........................13
INVESTMENT ADVISER ..............................................13
PORTFOLIO MANAGERS ..............................................13
PURCHASING, SELLING AND EXCHANGING FUND SHARES...................14
DIVIDENDS AND DISTRIBUTIONS......................................17
TAXES............................................................17
FINANCIAL HIGHLIGHTS.............................................18
HOW TO OBTAIN MORE INFORMATION ABOUT THE
OAK ASSOCIATES FUNDS.........................................Back Cover

<PAGE>

RISK/RETURN INFORMATION COMMON TO THE FUNDS

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
investment managers invest Fund assets in a way that they believe will help each
achieve its goal. Still, investing in each Fund involves risk and there is no
guarantee that a Fund will achieve its goal. An investment manager'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 an
investment manager 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 prices 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
estimated volatility, relative to the S&P 500 Index, for each Fund is set forth
in the Fund summaries that follow. 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.

EQUITY RISK

The Funds principally invest (at least 65% of their assets) in equity
securities. Equity securities include public and privately issued equity
securities, common and preferred stocks, warrants, rights to subscribe to common
stock and convertible securities. 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 a mutual fund invests
will cause a fund's net asset value to fluctuate. 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 a Fund. An investment in the Funds may be more
suitable for long-term investors who can bear the risk of these share price
fluctuations.

<PAGE>

PIN OAK AGGRESSIVE STOCK FUND

FUND SUMMARY

<TABLE>
<S> <C>
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 that are key performers
within growing industries.

INVESTOR PROFILE Investors who want capital appreciation and who are
willing to bear the risks of small cap equity investing.
</TABLE>

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, the Adviser chooses stocks of companies that
it believes have above average growth potential at attractive prices. The
Adviser's investment process begins with a top-down analysis of industry sectors
that it considers to have the best potential for long-term growth based on an
overall analysis of the economy and interest rate trends. It then focuses in on
the key performers in those areas based on a highly qualitative, subjective
analysis of individual companies' fundamental values such as earnings growth
potential and the quality of corporate management. The Adviser generally will
not sell a company merely because it has grown above the market capitalization
range if the company has additional growth potential. The Adviser buys and holds
companies for the long-term, and seeks to keep portfolio 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 often
involves overweighting the Fund's position in the industry sectors which it
believes hold the most growth potential. As a result, poor performance or
adverse economic events effecting one or more of these overweighted sectors
could have a greater impact on the Fund than it would on another mutual fund
with a broader range of investments.

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.

Investors are also subject to the risk that the Fund's market segment, small and
mid-cap growth stocks, may underperform other equity market segments or the
equity markets as a whole.

<PAGE>

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 bar chart shows changes in the Fund's performance from year to year.*

1993 1.76%
1994 0.00%
1995 37.22%
1996 10.78%
1997 1.30%
1998 49.20%
1999 98.40%

BEST QUARTER WORST QUARTER
50.09% -24.58%
(12/31/99) (06/30/94)

* The performance information shown above is based on a calendar year.

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDED DECEMBER 31, 1999 TO THOSE OF THE S&P MID CAP 400 INDEX.

1 YEAR 5 YEARS SINCE INCEPTION
- --------------------------------------------------------------------------------
PIN OAK AGGRESSIVE STOCK FUND 98.40% 35.44% 26.00%*
S&P MID CAP 400 INDEX 14.72% 23.04% 18.06%**

* Since 8/3/92
** Since 7/31/92

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 adviser
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The S&P Mid Cap 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.

<PAGE>

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value) None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other
Distributions (as a percentage of offering price) None
Redemption Fee (as a percentage of amount redeemed, if applicable) None
Exchange Fee None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)*

Investment Advisory Fees 0.74%
Other Expenses 0.36%
-----
Total Annual Fund Operating Expenses 1.10%
Fee Waivers and Expense Reimbursements (0.10%)
-----
Net Expenses 1.00%

- --------------------------------------------------------------------------------
* The Fund's Adviser has contractually agreed to waive fees and to reimburse
expenses in order to keep total operating expenses from exceeding 1.00% for a
period of one year from the date of this Prospectus. For more information about
these fees, see "Investment Adviser."

EXAMPLE

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, Fund
operating expenses remain the same and you reinvest all dividends and
distributions. 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
$102 $350 $606 $1,340

<PAGE>

RED OAK TECHNOLOGY SELECT FUND

FUND SUMMARY
<TABLE>
<S> <C>
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,
and who are willing to bear the risks of a
non-diversified, industry concentrated
Fund.
</TABLE>

INVESTMENT STRATEGY OF THE RED OAK TECHNOLOGY SELECT FUND

The Fund primarily 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 total assets) in "technology
companies" which develop, produce or distribute products or services related to
computers, semi-conductors and electronics. The Adviser generally does not base
stock selections on a company's size, but rather on assessment of a company's
fundamental prospects for growth. As a result, the Fund may own stocks of
smaller capitalization companies. The Adviser buys and holds companies for the
long-term, and seeks to keep portfolio turnover to a minimum.

PRINCIPAL RISKS OF INVESTING IN THE RED OAK TECHNOLOGY SELECT FUND

The Fund is subject to the risk that the securities of the relatively few
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.

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 than a
diversified Fund to a single adverse economic or regulatory occurrence affecting
one or more of these issuers, and may experience increased volatility due to its
investments in those securities.

<PAGE>

Investors are also subject to the risk that the Fund's market segment, growth
stocks of technology companies, may underperform other equity market segments or
the equity markets as a whole.

PERFORMANCE INFORMATION

This bar chart shows the Fund's performance for the past year.*

1999 143.40%

BEST QUARTER WORST QUARTER
68.68% 8.32%
(12/31/99) (06/30/99)

* The performance information shown above is based on a calendar year.

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDED DECEMBER 31, 1999 TO THOSE OF THE NASDAQ 100 INDEX.

1 YEAR SINCE INCEPTION
- ---------------------------------------------------------------------------
RED OAK TECHNOLOGY SELECT FUND 143.40% 143.40%*
NASDAQ 100 INDEX 102.10% 102.10%*

* Since 12/31/98.

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 adviser
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The Nasdaq-100 Index is a widely-recognized,
modified capitalization-weighted index of 100 of the largest non-financial
companies listed on the National Association of Securities Dealers Automated
Quotations System ("Nasdaq").

<PAGE>

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENTS)

<TABLE>
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) None
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value) None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other
Distributions (as a percentage of offering price) None
Redemption Fee (as a percentage of amount redeemed, if applicable) None
Exchange Fee None
</TABLE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)*

Investment Advisory Fees 0.74%
Other Expenses 0.46%
-----
Total Annual Fund Operating Expenses 1.20%
Fee Waivers and Expense Reimbursements (0.20%)
-----
Net Expenses 1.00%

EXAMPLE

1 YEAR 3 YEARS 5 YEARS 10 YEARS
$102 $381 $660 $1,455

<PAGE>

WHITE OAK GROWTH STOCK 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 large
capitalization companies that are key
performers within growing industries.

INVESTOR PROFILE Investors who want capital appreciation
and who are willing to bear 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, the Adviser chooses stocks of companies which it believes have
above average growth potential at attractive prices. The Adviser's investment
process begins with a top-down analysis of industry sectors that it believes
have the best potential for long-term growth based on an overall analysis of the
economy and interest rate trends. It then focuses in on the key performers in
those areas based on a highly qualitative, subjective analysis of individual
companies' fundamental values, such as earnings growth potential and the quality
of corporate management. The Adviser buys and holds companies for the long-term,
and seeks to keep portfolio turnover to a minimum.

PRINCIPAL RISKS OF INVESTING IN THE WHITE OAK GROWTH STOCK FUND

Although the Fund is diversified, its investment strategy often involves
overweighting the Fund's position in the industry sectors which it believes hold
the most growth potential. As a result, poor performance or adverse economic
events effecting one or more of these overweighted sectors could have a greater
impact on the Fund than it would on another mutual fund with a broader range of
investments.

Investors are also subject to the risk that the Fund's market segment, large cap
growth stocks, may underperform other equity market segments or the equity
markets as a whole.

<PAGE>

PERFORMANCE INFORMATION

The bar chart shows changes in the Fund's performance from year to year.*

1993 (0.26%)
1994 6.29%
1995 52.70%
1996 32.28%
1997 24.30%
1998 39.51%
1999 50.14%

BEST QUARTER WORST QUARTER
37.53% -19.06%
(12/31/98) (09/30/98)

* The performance information shown above is based on a calendar year.

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDED DECEMBER 31, 1999 TO THOSE OF THE S&P 500 INDEX.

1 YEAR 5 YEARS SINCE INCEPTION
- --------------------------------------------------------------------------------
WHITE OAK GROWTH STOCK FUND 50.14% 39.37% 28.02%*
S&P 500 INDEX 21.04% 28.55% 20.85%**

* Since 8/3/92
** Since 7/31/92

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 adviser
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.

<PAGE>

FUND FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)*

Investment Advisory Fees 0.74%
Other Expenses 0.30%
-----
Total Annual Fund Operating Expenses 1.04%
Fee Waivers and Expense Reimbursements (0.04)%
-----
Net Expenses 1.00%

- --------------------------------------------------------------------------------
* The Fund's Adviser has contractually agreed to waive fees and to reimburse
expenses in order to keep total operating expenses from exceeding 1.00% for a
period of one year. For more information about these fees, see "Investment
Adviser."

EXAMPLE

1 YEAR 3 YEARS 5 YEARS 10 YEARS
$102 $331 $574 $1,271

<PAGE>

MORE INFORMATION ABOUT FUND INVESTMENTS

This prospectus describes the Funds' primary strategies, and the Funds will
normally invest in the types of securities described in this prospectus.
However, 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. These investments and strategies, as
well as those described in this prospectus, 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 that would not ordinarily be
consistent with a Fund's objectives. A Fund will do so only if the Adviser
believes that the risk of loss outweighs the opportunity for capital gains.

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 of Oak Associates Funds supervises the Adviser and
establishes policies that the Adviser must follow in its management activities.

Oak Associates, ltd. serves as the Adviser to the Funds. As of December 31,
1999, Oak Associates, ltd. had approximately $16 billion in assets under
management. The Adviser's principal place of business is 3875 Embassy Parkway,
Suite 250, Akron, Ohio 44333. For the fiscal period ended October 31, 1999, Oak
Associates ltd. received advisory fees as a percentage of average daily net
assets (after waivers and reimbursements) of:

PIN OAK AGGRESSIVE STOCK FUND .64%
RED OAK TECHNOLOGY SELECT FUND .54%
WHITE OAK GROWTH STOCK FUND .70%

PORTFOLIO 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 30 years of investment experience. Prior to
founding Oak Associates, ltd., Mr. 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 Portfolio Manager for the Pin Oak Aggressive Stock Fund
and the White Oak Growth Stock Fund. He has more than 10 years of investment
experience. Prior to joining Oak Associates, ltd., Mr. MacKay served as a credit
analyst with Pittsburgh National Bank.

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

<PAGE>

PURCHASING, SELLING AND EXCHANGING FUND SHARES

This section tells you how to purchase, sell (sometimes called "redeem") and
exchange shares of the Funds.

Shares of the Funds are for individual and institutional investors.

HOW TO PURCHASE FUND SHARES

You may purchase shares directly by:
o Mail
o Telephone
o Wire, or
o Automated Clearing House (ACH).

To purchase shares directly from us, complete and send in the enclosed
application. If you need an application or have questions, please call
1-888-462-5386. Unless you arrange to pay by wire or through ACH, write your
check, payable in U.S. dollars, to "Oak Associates Funds" and include the name
of the appropriate Fund(s) on the check. A Fund cannot accept third-party
checks, credit cards, credit card checks or cash.

You may also buy shares through accounts with brokers and other institutions
that are authorized to place trades in Fund shares for their customers. If you
invest through an authorized institution, you will have to follow its
procedures, which may be different from the procedures for investing directly.
Your broker or institution may charge a fee for its services, in addition to the
fees charged by the Fund. You will also generally have to address your
correspondence or questions regarding a Fund to your institution.

GENERAL INFORMATION

You may purchase shares on any day that the New York Stock Exchange (NYSE) is
open for business (a Business Day). Shares cannot be purchased by Federal
Reserve wire on days that either the New York Stock Exchange or the Federal
Reserve is closed.

The Fund may reject any purchase order if it determines that accepting the order
would not be in the best interests of the Fund or its shareholders.

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

Each Fund calculates its NAV once each Business Day at the regularly-scheduled
close of normal trading on the NYSE (normally, 4:00 p.m. Eastern time). So, for
you to receive the current Business Day's NAV, generally a Fund must receive
your purchase order before 4:00 p.m. Eastern time.

<PAGE>

HOW WE CALCULATE NAV

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

In calculating NAV, a Fund generally values its investment portfolio at market
price. If market prices are unavailable or a Fund thinks 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. Your subsequent investments in any Fund must be made in amounts of at
least $50.

SYSTEMATIC INVESTMENT PLAN

If you have a checking or savings account with a bank, you may purchase shares
of any Fund automatically through regular deductions from your account in
amounts of at least $25 per month.

HOW TO SELL YOUR FUND SHARES

If you own your shares through an account with a broker or other institution,
contact that broker or institution to sell your shares. Your broker or
institution may charge a fee for its services, in addition to the fees charged
by the Fund.

If you own your shares directly, you may sell your shares on any Business Day by
contacting the Fund directly by mail or telephone at 1-888-462-5386.

If you would like to close your account or have your sale proceeds sent to a
third party or an address other than your own, please notify the Fund in writing
and include a signature guarantee by a bank or other financial institution (a
notarized signature is not sufficient).

The sale price of each share will be the next NAV determined after the Fund
receives 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, if you have a checking or
savings account with a bank, electronically transferred to your account.

RECEIVING YOUR MONEY

Normally, we will send your sale proceeds within seven 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 DAYS FROM YOUR DATE OF PURCHASE).

<PAGE>

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 transaction
costs to sell the securities distributed to you, as well as taxes on any capital
gains from the sale as with any redemption.

INVOLUNTARY REDEMPTIONS OF YOUR SHARES

If your account balance drops below $2,000 because of redemptions, the Fund may
redeem 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 redemption of your
shares.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

A Fund may suspend your right to sell your shares if the NYSE restricts trading,
the Securities and Exchange Commission (SEC) declares an emergency or for other
reasons. More information about this is in our Statement of Additional
Information.

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 OR THROUGH ACH, YOU MAY NOT BE ABLE TO
EXCHANGE YOUR SHARES UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15 DAYS
FROM YOUR DATE OF PURCHASE). This exchange privilege may be changed or canceled
at any time upon 60 days' written 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 the Fund receives your exchange request.

TELEPHONE TRANSACTIONS

Purchasing, selling and exchanging Fund shares over the telephone is extremely
convenient, but not without risk. Although the Fund has certain safeguards and
procedures to confirm the identity of callers and the authenticity of
instructions, the Fund is 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 the Fund over the telephone, you will
generally bear the risk of any loss.

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

Each Fund distributes its income annually and each Fund 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 the Fund in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after the Fund
receives your written notice. To cancel your election, simply send the Fund
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 as ordinary income or capital gains whether
or not you reinvest them. Income distributions are generally taxable at ordinary
income tax rates. Capital gains distributions are generally taxable at the rates
applicable to long-term capital gains. EACH SALE OR EXCHANGE OF FUND SHARES IS A
TAXABLE EVENT.

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

<PAGE>

FINANCIAL HIGHLIGHTS

The table that follows 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 tables 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. 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>

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS ENDED OCTOBER 31,
<TABLE>
<CAPTION>

REALIZED
AND
NET ASSET UNREALIZED DISTRIBUTIONS NET ASSET NET ASSETS
VALUE NET GAINS OR FROM NET DISTRIBUTIONS VALUE END OF
BEGINNING OF INVESTMENT (LOSSES) ON INVESTMENT FROM CAPITAL END OF TOTAL PERIOD
PERIOD INCOME (LOSS) SECURITIES INCOME GAINS PERIOD RETURN (000)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PIN OAK AGGRESSIVE STOCK FUND
1999 $21.96 $(0.13) $20.02 - - $41.85 90.57% $131,755
1998(1) $19.46 (0.15) 2.65 - - $21.96 12.85% $41,444
1997 $17.08 (0.11) 2.49 - - $19.46 13.93% $31,681
1996 $17.32 (0.09) (0.15) - - $17.08 (1.39)% $23,738
1995 $11.60 (0.08) 5.80 - - $17.32 49.31% $15,652

RED OAK TECHNOLOGY SELECT FUND
1999(2) $10.00 $(0.05) $ 6.99 - - $16.94 69.40% $168,562

WHITE OAK GROWTH STOCK FUND
1999 $34.04 $(0.13) $19.37 - - $53.28 56.52% $2,196,364
1998(1) $29.29 (0.05) 4.86 - (0.06) $34.04 16.48% $830,219
1997 $21.88 0.03 7.49 (0.04) (0.07) $29.29 34.46% $362,404
1996 $18.08 0.05 3.80 (0.05) - $21.88 21.33% $26,109
1995 $11.92 0.04 6.15 (0.03) - $18.08 52.07% $10,495

RATIO OF NET
RATIO OF INCOME
EXPENSES (LOSS) TO
RATIO OF RATIO OF NET TO AVERAGE AVERAGE NET
EXPENSES INCOME (LOSS) NET ASSETS ASSETS
TO AVERAGE TO AVERAGE NET (EXCLUDING (EXCLUDING PORTFOLIO
NET ASSETS ASSETS WAIVERS) WAIVERS) TURNOVER RATE
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PIN OAK AGGRESSIVE STOCK FUND
1999 1.00% (0.57)% 1.10% (0.67)% 26.47%
1998(1) 1.00% (0.79)% 1.14% (0.93)% 10.04%
1997 0.99% (0.75)% 1.23% (0.99)% 17.30%
1996 0.96% (0.62)% 1.47% (1.13)% 31.65%
1995 0.98% (0.70)% 1.65% (1.37)% 49.28%

RED OAK TECHNOLOGY SELECT FUND
1999(2) 1.00% (0.81)% 1.20% (0.01)% 16.54%

WHITE OAK GROWTH STOCK FUND
1999 1.00% (0.34)% 1.04% (0.38)% 6.27%
1998(1) 1.00% (0.22)% 1.07% (0.29)% 6.16%
1997 0.98% 0.06% 1.14% (0.10)% 7.90%
1996 0.95% 0.23% 1.50% (0.32)% 8.07%
1995 0.97% 0.29% 2.06% (0.80)% 22.43%
</TABLE>

(1) THE INFORMATION SET FORTH IN THIS TABLE FOR THE PERIOD PRIOR TO FEBRUARY
27, 1998 IS THE FINANCIAL DATA OF THE PIN OAK AGGRESSIVE STOCK FUND AND THE
WHITE OAK GROWTH STOCK FUND, RESPECTIVELY, EACH A SERIES OF THE ADVISORS'
INNER CIRCLE FUND.

(2) THE RED OAK TECHNOLOGY SELECT FUND COMMENCED OPERATIONS ON DECEMBER 31,
1998. RETURNS FOR THE PERIOD INDICATED HAVE NOT BEEN ANNUALIZED, BUT ALL
RATIOS FOR THE PERIOD HAVE BEEN ANNUALIZED.

<PAGE>

OAK ASSOCIATES FUNDS

INVESTMENT ADVISER

Oak Associates, ltd.

DISTRIBUTOR

SEI Investment Distribution Co.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated March 1, 2000, includes detailed information about 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 and their
impact on Fund performance. The reports also contain detailed financial
information about the Funds.

TO OBTAIN AN SAI, ANNUAL OR SEMI-ANNUAL REPORT, OR MORE INFORMATION:

BY TELEPHONE: Call 1-888-462-5386

BY MAIL:
Oak Associates Funds
P.O. Box 419441
Kansas City, Missouri 64141-6441

BY INTERNET: WWW.OAKASSOCIATES.COM

<PAGE>

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-annual reports,
as well as other information about Oak Associates Funds, from the EDGAR Database
on 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 on the
operation of the Public Reference Room, call 1-202-942-8090). 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
20549-0102. You may also obtain this information, upon payment of a duplicating
fee, by e-mailing the SEC at the following address: [email protected]. Oak
Associates Funds' Investment Company Act registration number is 811-08549.

<PAGE>

TRUST: OAK ASSOCIATES FUNDS

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

MARCH 1, 2000

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 prospectus dated March 1, 2000. This Statement of Additional Information
is incorporated by reference into the Trust's Prospectus. Prospectuses may be
obtained by writing to the Trust or calling toll-free 1-888-462-5386.

TABLE OF CONTENTS

THE TRUST....................................................................S-2
ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES
AND POLICIES.................................................................S-3
DESCRIPTION OF PERMITTED INVESTMENTS.........................................S-5
INVESTMENT LIMITATIONS.......................................................S-9
THE ADVISER.................................................................S-10
THE ADMINISTRATOR...........................................................S-12
THE DISTRIBUTOR.............................................................S-14
THE TRANSFER AGENT..........................................................S-14
THE CUSTODIAN...............................................................S-14
INDEPENDENT PUBLIC ACCOUNTANTS..............................................S-14
LEGAL COUNSEL...............................................................S-14
TRUSTEES AND OFFICERS OF THE TRUST..........................................S-14
CALCULATION OF TOTAL RETURN.................................................S-18
PURCHASING SHARES...........................................................S-19
REDEEMING SHARES............................................................S-19
DETERMINATION OF NET ASSET VALUE............................................S-20
TAXES.......................................................................S-20
FUND TRANSACTIONS...........................................................S-22
DESCRIPTION OF SHARES...................................................... S-25
SHAREHOLDER LIABILITY.......................................................S-25
LIMITATION OF TRUSTEES' LIABILITY...........................................S-25
5% AND 25% SHAREHOLDERS.....................................................S-26
EXPERTS.....................................................................S-27
FINANCIAL STATEMENTS........................................................S-27
APPENDIX.....................................................................A-1

<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. 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. 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 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.

S-2

<PAGE>

ADDITIONAL INFORMATION ABOUT INVESTMENT OBJECTIVES
AND POLICIES

WHITE OAK GROWTH STOCK FUND

The White Oak Fund seeks long-term capital growth. This investment objective is
fundamental and cannot be changed without the consent of shareholders. 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 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 capital growth. This investment objective is
fundamental and cannot be changed without the consent of shareholders. 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 seeks long-term capital growth. This investment objective is
fundamental and cannot be changed without the consent of shareholders. Current
income is incidental to the Red Oak Fund's objective.

S-3

<PAGE>

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. The Red Oak Fund is non-diversified
and will concentrate its investments (i.e., invest at least 25% of its total
assets) in companies operating directly in the "technology industry," which
generally consists of companies which develop, produce or distribute products or
services related to computers, semi-conductors and electronics ("Technology
Companies"). 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 invest primarily (at least 65% of its total assets) in the
securities described in the prospectus. In addition to each Fund's principal
investments, each Fund may also invest in other securities which are not part of
its respective principal investment strategy.

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.

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.;

S-4

<PAGE>

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.

S-5

<PAGE>

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 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.

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.

S-6

<PAGE>

REPURCHASE AGREEMENTS

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, 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, and the Red Oak Fund may invest, primarily in
common stocks of U.S. companies 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

S-7

<PAGE>

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 AGENCY OBLIGATIONS

These include 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 AND RIGHTS

A Fund may invest in warrants and rights in accordance with the Prospectus.

S-8

<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

S-9

<PAGE>

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."

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 December 31, 1999, the Adviser had discretionary
management authority with respect to approximately $16 billion of assets under
management. The principal business address of the Adviser is 3875 Embassy
Parkway, Suite 250, Akron, Ohio 44333.

S-10

<PAGE>

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 contractually agreed for a period of one year from the date of the
prospectus to waive all or a portion of its fee for each Fund and to reimburse
expenses of each Fund in order to limit each Fund's total operating expenses to
an annual rate of not more than 1.00% of average daily net assets. The Adviser
may renew the contractual fee waiver for subsequent periods. 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. Mr. Oelschlager and
Mr. MacKay have 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 Portfolio 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
10 years of investment experience.

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.

S-11

<PAGE>

For the fiscal years ended October 31, 1997, 1998 and 1999, the Funds and the
Predecessor Funds paid the Adviser the following advisory fees:

<TABLE>
<CAPTION>
=====================================================================================================================
Fees Paid Fees Waived Fees Reimbursed
-----------------------------------------------------------------------------------------------------
1997 1998 1999 1997 1998 1999 1997 1998 1999
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
White Oak Fund $929,875 $4,049,439 $10,943,854 $242,259 $410,452 $570,217 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
Pin Oak Fund $148,297 $ 210,838 $ 473,424 $ 72,975 $ 49,316 $ 72,614 $0 $0 $0
- ---------------------------------------------------------------------------------------------------------------------
Red Oak Fund * * $ 349,277 * * $133,825 * * $0
=====================================================================================================================
</TABLE>
* An asterisk indicates that the Fund had not commenced operations as of the
period indicated.

The fees paid for the periods prior to February 27, 1998 represent advisory
fees paid by the AIC White Oak Fund and the AIC Pin Oak Fund, respectively.

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, Alpha Select Funds, Amerindo Funds, Inc., The Arbor Fund, ARK Funds,
Armada Funds, Bishop Street Funds, Boston 1784 Funds(R), CNI Charter Funds,
CUFUND, The Expedition Funds, First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds,
Huntington Funds, The Nevis Funds, The Parkstone Advantage Fund, The PBHG 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, UAM Funds Trust, UAM Funds, Inc. II and UAM Funds,
Inc.

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,

S-12

<PAGE>

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, the White Oak Fund
and the Pin Oak Fund each pays the Administrator a minimum annual fee of $50,000
and the Red Oak Fund pays the Administrator a minimum annual fee of $75,000. The
Administrator also serves as the shareholder servicing agent for each Fund under
a shareholder servicing agreement with the Trust. 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, 1997, 1998 and 1999, the Funds and the
Predecessor Funds paid the following administrative fees to the administrator:

- --------------------------------------------------------------------------------
Administrative Fees Paid
---------------------------------------------------------
1997 1998 1999
- --------------------------------------------------------------------------------
White Oak Fund $274,845 $755,435 $1,539,778
- --------------------------------------------------------------------------------
Pin Oak Fund $ 56,068 $ 53,768 $ 110,670
- --------------------------------------------------------------------------------
Red Oak Fund * * $ 101,384
- --------------------------------------------------------------------------------

* An asterisk indicates that the Fund had not commenced operations as of the
period indicated.

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.

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.

S-13

<PAGE>

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.

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, Alpha Select
Funds, The Arbor Fund, ARK Funds, Armada Funds, Bishop Street Funds, Boston 1784
Funds7, CNI Charter Funds, CUFUND, The Expedition Funds, First American Funds,
Inc., First American Investment Funds, Inc., First American Strategy Funds,
Inc., HighMark Funds, Huntington Funds, The Nevis Fund, Inc., The Parkstone
Advantage Fund, 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

S-14

<PAGE>

Classic Variable Trust and TIP Funds, each of which is an open-end management
investment company managed by SEI Investments Mutual Funds Services or its
affiliates and 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 Arbor Fund, Boston 1784 Funds(R), The Expedition
Funds, Oak Associates 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 Arbor Fund, The
Expedition Funds, and Oak Associates Funds.

WILLIAM M. DORAN (DOB 05/26/40) - Trustee* -1701 Market Street, Philadelphia, PA
19103-2921. 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 Arbor Fund, The Expedition Funds, Oak Associates
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 Arbor Fund, The Expedition Funds and Oak
Associates 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 Arbor Fund, The
Expedition Funds and Oak Associates Funds.

JAMES M. STOREY (DOB 04/12/31) - Trustee** - Partner, Dechert Price & Rhoads,
from September 1987 - December 1993; Trustee of The Arbor Fund, The Expedition
Funds, Oak Associates 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.

S-15

<PAGE>

GEORGE J. SULLIVAN, JR. (DOB 11/13/42) - Trustee** - Chief Executive Officer,
Newfound Consultants Inc. since April 1997. General Partner, Teton Partners,
L.P., June 1991- December 1996; Chief 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 Arbor Fund, The Expedition Funds, Oak Associates Funds, SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Liquid Asset Trust, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
Institutional International Trust, and SEI Tax Exempt Trust.

MARK E. NAGLE (DOB 10/20/59) - Controller and Chief Financial Officer -
President of the Administrator and 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 (DOB 03/28/68) - Vice President and Assistant Secretary -
Employed by SEI Investments since October 1999. Vice President and Assistant
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 (DOB 02/14/66) - Vice President and Assistant Secretary -
General Counsel of SEI Investments since 2000. 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.

JAMES R. FOGGO (DOB 06/30/64) - Vice President and Assistant Secretary - Vice
President and Assistant Secretary of SEI Investments since 1998. Vice President
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 (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.

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.

S-16

<PAGE>

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.

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

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

JOHN H. GRADY, JR. (DOB 06/01/61) - Secretary -1701 Market Street, Philadelphia,
PA 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 (DOB 10/25/45) - Assistant Secretary - 1701 Market Street,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, the Administrator and the Distributor.

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

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

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.

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

Name of Person and Position Aggregate Pension or Estimated Annual Total Compensation from the
Compensation paid by Retirement Benefits Upon Fund and Fund Complex
the Fund for the most Benefits Accrued Retirement (*)Paid to Trustees for the most
recent fiscal year end as Part of Fund recent fiscal year end
Expenses
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
JOHN T. COONEY $2,556 N/A N/A $2,556 for services on 1 board
-
-----------------------------------------------------------------------------------------------------------------------------------
FRANK E. MORRIS ** $543 N/A N/A $543 for services on 1 board
-
- ------------------------------------------------------------------------------------------------------------------------------------
ROBERT PATTERSON $2,566 N/A N/A $2,556 for services on 1 board
-
- ------------------------------------------------------------------------------------------------------------------------------------
EUGENE B. PETERS $2,566 N/A N/A $2,556 for services on 1 board
-
- ------------------------------------------------------------------------------------------------------------------------------------
JAMES M. STOREY $2,566 N/A N/A $2,556 for services on 1 board
-
- ------------------------------------------------------------------------------------------------------------------------------------
WILLIAM M. DORAN N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
ROBERT A. NESHER *** N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
GEORGE J. SULLIVAN, JR. $1,341 N/A N/A $1,341 for services on 1 board
-
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* The Trust is the only investment company in the "Fund Complex."

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

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

S-17

<PAGE>

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 and five year and since inception periods ended October 31,
1999, the average annual return for the Funds was as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
Fund Average Annual Total Return
Fiscal Year End
--------------------------------------------------
One Year Five Year Since
Inception *
---------------------------------------------------------------------------------
<S> <C> <C> <C>
White Oak Fund 56.52% 35.23% 26.33
---------------------------------------------------------------------------------
Pin Oak Fund 90.57% 29.26% 21.84
---------------------------------------------------------------------------------
Red Oak Fund N/A N/A 69.40%
---------------------------------------------------------------------------------
</TABLE>

* The AIC White Oak Fund and the AIC Pin Oak Fund each commenced operations on
August 3, 1992. The Red Oak Fund commenced operations on December 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, President's Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

S-18

<PAGE>

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 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.

S-19

<PAGE>

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.

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 be taxable as a RIC, the Fund must distribute at least 90% of its
net investment income (which, 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.

S-20

<PAGE>

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 on which the Fund paid no federal income tax), 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.

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

S-21

<PAGE>

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,
1999, the Funds paid no directed brokerage commissions.

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, (the "1934 Act") and rules promulgated by the SEC. The Distributor is
not an affiliate of the Fund, but falls under the definition of "affiliated
broker" of the Fund for purposes of Item 16 of Form N-1A under the 1933 Act.
Under the 1940 Act and the 1934 Act, 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.

S-22

<PAGE>

For the fiscal year ended October 31, 1999, the following commissions were paid
on brokerage transactions, pursuant to an agreement or understanding, to brokers
because of research services provided by the brokers:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Fund Total Dollar Amount of Brokerage Total Dollar Amount of
Commissions for Research Services Transactions Involving Directed
Brokerage Commissions for
Research Services
---------------------------------------------------------------------
1998 1999 1998 1999
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
White Oak $256,724 $563,848 $259,334,974 $574,135,047
----------------------------------------------------------------------------------------------------------
Pin Oak Fund $ 9,381 $27,370 $ 4,722,189 $ 22,295,011
----------------------------------------------------------------------------------------------------------
Red Oak Fund * $25,230 * $ 31,221,835
----------------------------------------------------------------------------------------------------------
</TABLE>

* An asterisk indicates that the Fund had not commenced operations as of the
period indicated.

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 years ended October 31, 1997, 1998 and 1999, the Funds and the
Predecessor Funds paid the following brokerage commissions:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------

Fund Total Brokerage Commissions Amount Paid to SEI Investments
(1)
------------------------------------------------------------------------
1997 1998 1999 1997 1998 1999
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
White Oak Fund $146,575 $256,724 $563,848 $4,963 $0 $0
----------------------------------------------------------------------------------------------------------
Pin Oak Fund $ 3,006 $ 9,381 $ 27,370 $ 341 $0 $0
----------------------------------------------------------------------------------------------------------
Red Oak Fund * * $ 25,230 * * $0
----------------------------------------------------------------------------------------------------------
</TABLE>

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

* An asterisk indicates that the Fund had not commenced operations as of the
period indicated.

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.

S-23

<PAGE>

For the fiscal years indicated, the Funds paid the following brokerage
commissions:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Fund Total $ Amount of Brokerage Total $ Amount of % of Total % of Total
Commissions Paid Brokerage Commissions Brokerage Brokerage
Paid to Affiliated Commissions Transactions
Brokers Paid to the Effected
Affiliated Through
Brokers Affiliated
Brokers
--------------------------------------------------------------------------------------------
1997 1998 1999 1997 1998 1999 1999 1999
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
White Oak Fund $146,575 $256,724 $590,046 $0 $0 $22,447
- ----------------------------------------------------------------------------------------------------------------
Pin Oak Fund $ 3,006 $ 9,381 $ 29,377 $0 $0 $ 2,007
- ----------------------------------------------------------------------------------------------------------------
Red Oak Fund * * $27,099 * * $ 860
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

* An asterick indicates that the Fund had not commenced operations as of the
period indicated.

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.

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, 1999, the White Oak Fund
held $73,757,391 of J.P. Morgan securities and $114,173,437 of Morgan Stanley,
Dean Witter and Discover securities, the Pin Oak Fund held $5,505,756 of J.P.
Morgan securities, and the Red Oak Fund held $3,368,9421 of J.P. Morgan
securities.

For the fiscal years ended October 31, 1998 and 1999, the Fund turnover rate for
each of the Funds and Predecessor Funds was as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Fund Portfolio Turnover Rate
------------------------------------------------------
1998 1999
---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
White Oak Fund 6.16% 6.27%
---------------------------------------------------------------------------------------------------------------
Pin Oak Fund 10.04% 26.47%
---------------------------------------------------------------------------------------------------------------
Red Oak Fund * 16.54%
---------------------------------------------------------------------------------------------------------------
</TABLE>

* An asterick indicates that the Fund had not commenced operations as of the
period indicated.

S-24

<PAGE>

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.

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.

S-25

<PAGE>

5% AND 25% SHAREHOLDERS

<TABLE>
<CAPTION>
WHITE OAK GROWTH STOCK PORTFOLIO.

Shareholder Number of Shares %
- ----------- ---------------- -

Charles Schwab & Co. Inc. 19,438,427.9150 42.13
Attn: Mutual Funds / Team S
4500 Cherry Creek Dr. S Fl 3
Denver, CO 80209

National Financial Services Corp. 8,050,099.1820 17.45
For the Exclusive Benefit
of our Customers
Attn: Teri Louie -- Omnibus -- Fl 5
200 Liberty St. 1 World Fin. Ctr.
New York, NY 10281-1003

PIN OAK AGGRESSIVE STOCK PORTFOLIO.

Shareholder Number of Shares %
- ----------- ---------------- -

Charles Schwab & Co. Inc. 973,505.0290 21.79
Attn: Mutual Funds / Team S
4500 Cherry Creek Dr. S Fl 3
Denver, CO 80209

National Financial Services Corp. 650,308.9160 14.56
For the Exclusive Benefit
of our Customers
Attn: Teri Louie -- Omnibus -- Fl 5
200 Liberty St. 1 World Fin. Ctr.
New York, NY 10281-1003

RED OAK TECHNOLOGY SELECT PORTFOLIO.

Shareholder Number of Shares %
- ----------- ---------------- -

Charles Schwab & Co. Inc. 4,177,950.7400 23.62
Attn: Mutual Funds / Team S
4500 Cherry Creek Dr. S Fl 3
Denver, CO 80209
</TABLE>

S-26

<PAGE>

<TABLE>
<S> <C> <C>
National Financial Services Corp. 2,698,638.2320 15.25
For the Exclusive Benefit
of our Customers
Attn: Teri Louie -- Omnibus -- Fl 5
200 Liberty St. 1 World Fin. Ctr.
New York, NY 10281-1003

National Investor Services Corp. 1,129,874.3330 6.39
Special Custody Account
FEBO our Customers
Mutual Funds Department
55 Water St Fl 32
New York, NY 10041-3299

FIIOC Inc. Agent 1,506,180.2410 8.51
For certain employee benefit plans
100 Magellan Way #KW1C
Covington, KY 41015-1987
</TABLE>

EXPERTS

The financial statements of the Oak Associates Funds 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, Pin Oak Fund and
Red Oak Fund, for the fiscal year ended October 31, 1999, including notes
thereto and the report of Arthur Andersen LLP thereon, are herein incorporated
by reference. A copy of the Oak Associates Funds 1999 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-27

<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.

A-1

<PAGE>

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.

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.

A-2
<PAGE>

- 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-3

<PAGE>

PART C: OTHER INFORMATION

Item 23. Exhibits:

(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.

(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.

(d) (3) Contractual Fee Waiver Agreement between the Registrant and Oak
Associates, ltd. (the "Adviser") is filed herewith.

(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
incorporated herein by reference to Registrant's Registration Statement on
Form N-1A (File No. 333-42115) filed with the SEC on December 29, 1998.

(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.

(2) 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
February 26, 1999.

(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.

(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.

C-1

<PAGE>

(5) Services Agreement between the Registrant and Neuberger Berman
Management Inc. is filed herewith.

(i) Opinion and Consent of Counsel is filed herewith.

(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) Not Applicable.

(o) Not Applicable.

(p) Powers of Attorney for Mark E. Nagle, John T. Cooney, William M. Doran,
Robert A. Nesher, Eugene B. Peters, Dr. Robert A. Patterson, James M.
Storey and George J. Sullivan, Jr., are filed herewith.

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.

C-2

<PAGE>

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 Fund, the Pin Oak Aggressive Stock Fund and the Red Oak Technology Select
Fund. 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.

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(R) June 1, 1993
The PBHG Funds, Inc. July 16, 1993
Morgan Grenfell Investment Trust January 3, 1994
The Achievement Funds Trust December 27, 1994

C-3

<PAGE>

Bishop Street Funds January 27, 1995
STI Classic Variable Trust August 18, 1995
ARK Funds November 1, 1995
Huntington 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
Alpha Select Funds January 1, 1998
The Nevis Funds, Inc. June 29, 1998
The Parkstone Group of Funds September 14, 1998
CNI Charter Funds April 1, 1999
The Parkstone Advantage Fund June 1, 1999
Amerindo Funds July 13, 1999

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").

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 --
Richard B. Lieb Director, Executive Vice President --
Carmen V. Romeo Director --
Mark J. Held President & Chief Operating Officer --
Gilbert L. Beebower 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 --
</TABLE>

C-4

<PAGE>

<TABLE>

<S> <C> <C>
Kevin P. Robins Senior Vice President 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 --
Richard A. Deak Vice President & Assistant Secretary --
Barbara Doyne Vice President --
Jeff Drennen Vice President --
James R. Foggo Vice President & Assistant Secretary --
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 --
Cynthia M. Parrish Vice President & Assistant Secretary --
Kim Rainey Vice President --
Rob Redican Vice President --
Maria Rinehart Vice President --
Steve Smith Vice President --
Daniel Spaventa Vice President --
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>

C-5

<PAGE>

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: None

C-6

<PAGE>

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-7

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and the Registrant has duly caused
this Post-Effective Amendment No. 5 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oaks, Commonwealth of
Pennsylvania on the 23rd day of February, 2000.

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 and on the dates indicated.

<TABLE>

<S> <C> <C>
* Trustee February 23, 2000
- ---------------------------------------
John T. Cooney

* Trustee February 23, 2000
- ---------------------------------------
William M. Doran

* Trustee February 23, 2000
- ---------------------------------------
George J. Sullivan, Jr.

* Trustee February 23, 2000
- ---------------------------------------
Robert A. Nesher

* Trustee February 23, 2000
- ---------------------------------------
Dr. Robert A. Patterson

* Trustee February 23, 2000
- ---------------------------------------
Eugene B. Peters

* Trustee February 23, 2000
- ---------------------------------------
James M. Storey

/s/ Mark E. Nagle President February 23, 2000
- ---------------------------------------
Mark E. Nagle

/s/ Robert J. DellaCroce Controller & Chief February 23, 2000
- --------------------------------------- Financial Officer
Robert J. DellaCroce

*By: /s/ Mark E. Nagle
----------------------------------
Mark E. Nagle
Attorney-in-Fact
</TABLE>

C-8

<PAGE>

EXHIBIT INDEX

EXHIBITS:
- ---------

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
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
SEC on September 24, 1998.

EX-99.D(3) Contractual Fee Waiver Agreement between the Registrant and
Oak Associates, ltd (the "Adviser") is filed herewith.

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 SEC on September 24, 1998.

EX-99.F Not Applicable.

EX-99.G Custodian Agreement between Registrant and CoreStates
Bank 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 December 29, 1998.

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 SEC
on September 24, 1998.

EX-99.H(2) 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 SEC on February 26, 1999.

C-9

<PAGE>

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 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 SEC on September 24, 1998.

EX-99.H(5) Services Agreement between the Registrant and Neuberger
Berman Management Inc. is filed herewith.

EX-99.I Opinion and Consent of Counsel is filed herewith.

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.N Not Applicable.

EX-99.O Not Applicable.

EX-99.P Powers of Attorney for David G. Lee, Mark E. Nagle,
John T. Cooney, William M. Doran, Robert A. Nesher,
Eugene B. Peters, Robert A. Patterson, James M. Storey
and George J. Sullivan, Jr., are filed herewith.

C-10

AGREEMENT made this 1st day of March, 2000, by and between Oak Associates Funds,
a Massachusetts business trust (the "Trust"), and Oak Associates, ltd. (the
"Adviser").

The Adviser hereby agrees to waive its fee and/or reimburse expenses to the
extent necessary to limit the total operating expenses at the following levels
for a period of one year from the date of this Agreement for each of the
following funds:

Fund Total Operating Expenses
- ---- ------------------------
Pin Oak Aggressive Stock Fund 1.00%
Red Oak Technology Select Fund 1.00%
White Oak Growth Stock Fund 1.00%

This Agreement shall be renewable at the end of each one year period for an
additional one year period upon the written agreement of the parties hereto.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.

OAK ASSOCIATES FUNDS OAK ASSOCIATES, ltd.

By: /s/ William E. White By: /s/ James D. Oelschlager
----------------------------------- -------------------------------
Assistant Secretary

SERVICES AGREEMENT

This Agreement is entered into as of February 1, 1999 among Neuberger
Berman Management Inc., a New York corporation ("NBMI"), Oak Associates, L.P., a
limited partnership ("Fund Party), and Oak Associates Funds, a registered
investment company ("Fund Company"), on behalf of each series set forth on
Schedule A as such Schedule may be revised from time to time by mutual
agreement of the parties (each a "Fund" and collectively, the "Funds").

WHEREAS, NBMI, together with its affiliates, is offering to its clients
("Clients") one or more investment advisory programs pursuant to which clients
may purchase shares of the Fund(s) at net asset value without the imposition of
initial or contingent deferred sales charges (the "Program");

WHEREAS, Fund Party is sponsor, adviser, distributor and/or administrator
of, and/or otherwise acts as a service provider to, the Funds;

WHEREAS, NBMI (and its affiliates) shall perform certain record keeping,
shareholder communication and other administrative services for Clients who
invest in a Fund through the Program;

WHEREAS, NBMI and Fund Company desire that the purchase and redemption of
shares of the Funds be facilitated through one or more master accounts with each
Fund, or its designated transfer agent, established in the name of NBMI (or an
affiliate) on behalf of Clients; and

WHEREAS, NBMI shall receive compensation from the Fund Party as specified
herein for providing such services.

NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties agree as follows:

1. TRANSACTIONS IN THE FUNDS

Subject to the terms and conditions of this Agreement, Fund Company will
cause each Fund to make its shares available to be purchased, exchanged or
redeemed by NBMI, on behalf of its Clients, at the net asset value
applicable to each order, as determined in accordance with each Fund's
then-effective prospectus and statement of additional information, without
the imposition of any initial or contingent deferred sales charge.

<PAGE>

NBMI (or an affiliate) will hold shares of each Fund on behalf of Clients
in one or more omnibus accounts established with the Fund or its agent.

2. SERVICES

A. NBMI (with the assistance of its affiliates) shall provide the following
services:

(i) NBMI shall provide adequate facilities and procedures to: (a)
establish and maintain Fund investments on behalf of Clients within
a consolidated account(s) on a transaction processing and record
keeping system, and (b) access Clients' current Fund information,
including without limitation, share balances, dividend information
and transaction history.

(ii) Receive Client instructions for the purchase, sale, exchange or
redemption of Fund shares ("Instructions") and communicate the
Instructions, as directed to the Fund Party, or the Fund or its
transfer agent (the "Receiving Party"), for the purpose of enabling
the Receiving Party to input and execute orders that correspond to
the Instructions on the books of the Fund, in a time frame and
manner as the parties shall, from time to time, agree.

(iii) Maintain records for and on behalf of each Client reflecting
Instructions and outstanding balances of Fund shares owned by the
Client.

(iv) Prepare and transmit to Clients confirmations of all transactions
effected pursuant to Instructions.

(v) Prepare and transmit to Clients periodic consolidated account
statements.

(vi) Provide Clients with copies of prospectuses, statements of
additional information (as requested by Clients), proxy materials,
and periodic and special shareholder reports, to the extent and in
the manner required by applicable law.

(vii) Provide Clients, at NBMI's sole discretion, with other materials
relating to the Funds as may be provided to NBMI by Fund Company,
but only if NBMI receives a reasonable amount of time to review such
other materials.

(viii) Assist with the solicitation of proxies from Clients, as requested
by Fund Company.

(ix) Provide each Fund or its transfer agent (or any other party
designated by them) with information regarding the sales by state or
jurisdiction of residence of Clients for purposes of the Fund's
regulatory requirements.

2
<PAGE>

(x) Distribute to Clients all dividend, capital gain or other payments
authorized by each Fund, with such distributions to be credited to
Clients in accordance with instructions received by Clients.

(xi) Respond to Client inquiries regarding, among other things, share
prices, account balances, dividend amounts and dividend payment
dates.

(xii) With respect to each Client's ownership of, or transactions with
respect to, any Fund, prepare and file with the appropriate federal
agencies information and reports regarding (a) dividends and other
distributions, (b) amounts withheld on dividends and other
distributions and payments and (c) gross proceeds of sale
transactions.

(xiii) Provide each Client with access to one or more NBMI investment
consultants who will provide personal services and assistance with
respect to the foregoing.

(xiv) Provide other services relating to Client holdings and transactions
in the Funds as the parties from time to time shall mutually agree.

B. Fund Company hereby appoints NBMI as agent for the limited purpose of
receiving Instructions from Clients. Except in this regard, the parties
hereby acknowledge that, in providing services under this Agreement, NBMI
shall be acting only as an agent of its Clients and not as an agent of the
Fund Party, Fund Company or any Fund.

C. On each business day, Fund Party will cause each Fund (or its agent) to
execute purchase or sale orders received on Day One, as submitted by NBMI,
at the net asset value determined as of the close of trading in the Fund's
shares (as specified in the Fund's then effective prospectus and statement
of additional information) on Day One provided that: (i) NBMI receives the
order from each Client prior to the time the net asset value of that Fund
is determined on Day One; (ii) such orders were received by the Fund or
agent thereof by 10:00 a.m. Eastern time on Day Two; and (iii) payment for
net purchase orders is received by the Fund or agent thereof by 4:00 p.m.
Eastern time on Day Two.

D. Payment for Fund shares purchased on behalf of Clients shall be made in
accordance with FUND/SERV procedures unless the parties mutually agree
otherwise.

E. NBMI may delegate some or all of its duties under this Agreement to such
other parties that, in NBMI's sole discretion, NBMI deems competent to
assume such duties. NBMI shall be responsible and liable, however, for the
acts and conduct of any such delegee to the same extent as if the acts and
conduct had been performed directly by NBMI.

3. FEES

A. For the provision of services under this Agreement, NBMI shall receive a
fee at an annual rate equal to 0.25% of the average daily net asset value
of all Client assets invested in the

<PAGE>

Funds (the "Fees"). The Fees shall be paid quarterly in arrears. NBMI shall
compute and accrue the Fees for each calendar quarter, which shall be the
product of (i) the average daily net asset value of Client assets invested
in the Funds during the quarter; (ii) the number of days in the quarter
during which this Agreement is in effect; and (iii) the quotient of 0.0025
divided by 365. Quarterly fees will be payable within thirty (30) days of
the end of each quarter upon receipt of an invoice from NBMI. For purposes
of calculating the Fees due under this Agreement, the value of Client
assets invested in each Fund shall be determined in accordance with the
then effective prospectus and statement of additional information of the
Fund. NBMI acknowledges that each Fund may pay some or all of the Fees owed
to NBMI and that such Fees may derive from a plan adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended. Fund Party
agrees, however, that it shall ultimately be responsible to NBMI for the
payment of Fees under this Agreement. In connection with the payment of
fees, NBMI agrees to provide such reasonable information to Fund Party or
each Fund, such as the number of Client accounts underlying NBMI's account
in each Fund, as Fund Party shall request.

B. Nothing in this Agreement shall preclude NBMI from crediting to a Client
all or a portion of the amounts it receives under this Agreement for
purposes of reducing the fees payable by the Client to NBMI in connection
with the Program.

4. RECORDS AND REPORTING

NBMI will maintain and preserve all records as required by law in
connection with its provision of services under this Agreement. To the
extent necessary to comply with Section 31(a) of the Investment Company Act
of 1940, as amended (the "1940 Act"), and Rules 31a-1, 31a-2 and 31a-3
thereunder, NBMI agrees that the records maintained and preserved by it (or
an affiliate) under this Agreement (other than the names and addresses of
Clients or any part of a record that contains the names and addresses of
Clients) are the property of the Fund, provided that NBMI may maintain a
duplicate set of records. Upon request of Fund Company or Fund (or the
Fund's transfer agent), NBMI will provide copies of historical records
relating to Instructions involving the Fund; written communications
regarding the Fund to or from Clients; and other materials relating to the
provision of services by NBMI under this Agreement, except the name or
address of any Client. NBMI (or an affiliate) will comply with reasonable
requests for such information and documents made by Fund Company, the board
of a Fund, or any governmental body or self-regulatory organization.

5. PRICING ERRORS

A. Fund Company agrees to notify NBMI promptly in writing in the event any
adjustment is required to correct any material error in the computation of
the price of a Fund's shares.

B. If Clients have received amounts in excess of the amounts to which they are
entitled, NBMI, when requested by Fund Company or a Fund, will make a good
faith attempt to

<PAGE>

collect the excess amount from its Clients. In no event, however, shall
NBMI be liable to Fund Company or any Fund for any such amount.

C. If adjustment is necessary to correct an error that has caused Clients to
receive less than the amounts to which they are entitled, Fund Company
shall cause the Fund to make all necessary adjustments to the number of
shares owned by NBMI (or an affiliate) on behalf of its Clients and
distribute to NBMI any and all amounts of the underpayment. NBMI will
credit the appropriate amount of this payment to each applicable Client.

D. For purposes of making adjustments, including the collection of
overpayments, NBMI and Fund Company agree that Clients shall receive the
same treatment as shareholders holding shares directly with the Fund.

E. Fund Party agrees to indemnify, defend and protect NBMI and each affiliate,
and each director, officer, employee and agent thereof, and hold NBMI and
each affiliate, and each director, officer, employee and agent thereof,
harmless from and against any and all claims, demands, actions, losses,
damages, liabilities, costs, charges, reasonable counsel fees and expenses
of any nature it or they incur (including any additional costs and expenses
related to the price correction, such as research costs, expenses related
to developing computer software specifically for the price correction,
processing overtime and notices to Clients) to which NBMI or an affiliate
may become subject insofar as any such claims, demands, actions, losses,
damages, liabilities, costs, charges, reasonable counsel fees and expenses
of any nature arise out of or are based on any material error made in the
pricing of shares of a Fund. Fund Party shall pay any such amounts promptly
upon receipt of a statement setting forth the costs of correcting the price
error and the expenses related thereto. In determining materiality for
purposes of this provision, the parties agree to follow the then prevailing
pricing error guidelines as set forth by the Securities and Exchange
Commission and its staff. NBMI shall use its reasonable best efforts to use
the least costly method to correct pricing errors.

6. REPRESENTATIONS; WARRANTIES; AND COVENANTS

A. NBMI represents that (i) it is duly registered as an investment adviser and
a broker-dealer, it is qualified to conduct business as an investment
adviser and a broker-dealer in the jurisdictions in which it transacts
business and is a member in good standing of the National Association of
Securities Dealers, Inc.; (ii) this Agreement has been duly authorized by
all necessary corporate action and, when executed and delivered, shall
constitute the legal, valid and binding obligation of NBMI, enforceable in
accordance with its terms; (iii) the activities of NBMI contemplated by,
and the transactions of NBMI contemplated under, this Agreement shall
comply in all material respects with all provisions of federal securities
laws and state securities laws applicable to such activities and
transactions; (iv) NBMI has obtained such registrations and qualifications
as are necessary to permit it to perform its obligations under this
Agreement; (v) the arrangements provided for in this Agreement will be
disclosed to Clients; and (vi) all

5
<PAGE>

Fund shares in any program are and will be owned beneficially by Clients
and no Fund shares in any Program are or will be owned by NBMI (or an
affiliate).

B. Fund Party represents that (i) this Agreement has been duly authorized by
all necessary corporate action and, when executed and delivered, shall
constitute the legal, valid and binding obligation of Fund Party,
enforceable in accordance with its terms; (ii) shares of each Fund are
registered and authorized for sale in accordance with all applicable
federal and state securities laws; (iii) each Fund has filed a currently
effective registration statement relating to its shares on Form N-lA; (iv)
the registration statement, including the prospectus and statement of
additional information, of each Fund complies in all material respects with
applicable federal and state securities laws; (v) all advertising,
marketing and other materials provided by Fund Company or any Fund to NBMI
comply in all material respects with applicable federal and state
securities laws; and (vi) the payment of any fees to NBMI under this
Agreement is properly disclosed in each Fund prospectus or statement of
additional information, to the extent disclosure may be required, and such
payment is in material conformity with all federal, state and industry laws
or regulations to which Fund Party or each Fund is subject.

C. Fund Company represents and warrants that this Agreement has been duly
authorized by all necessary corporate action and, when executed and
delivered, shall constitute the legal, valid and binding obligation of Fund
Company, enforceable in accordance with its terms.

D. Fund Party agrees that, for as long as this Agreement remains in effect, it
shall use its best efforts to cause shares of the Funds to continue to be
registered and authorized for sale in accordance with all applicable
federal and state securities laws and shall notify NBMI promptly, in
writing, in the event any Fund's shares cease to be so registered or
authorized for sale.

E. NBMI shall be entitled to treat each Fund as qualified for sale in all U.S.
jurisdictions unless it receives written notice to the contrary.

F. NBMI agrees that it will not make any representations about a Fund except
to the extent such representation (i) is included in the Fund's current
prospectus or statement of additional information, as amended or
supplemented from time to time, or sales literature; (ii) is consistent
with information contained in such materials; or (iii) is otherwise
authorized by Fund Party, Fund Company or a Fund.

G. Each party represents and warrants that it has taken, or will take,
commercially reasonable measures, to the extent necessary, to adjust its
computer systems so that its operations and the services provided under
this Agreement will not be materially affected upon January 1, 2000.

6
<PAGE>

7. USE OF NAMES

A. Fund Company hereby authorizes NBMI to use the names and other identifying
marks of Fund Company and each Fund in connection with marketing the
Program or providing services under this Agreement. Fund Company or any
Fund may withdraw this authorization as to any particular use of any such
name or identifying marks at any time (i) upon Fund Company's or the Fund's
reasonable determination that such use would have a material adverse effect
on the reputation or marketing efforts of Fund Company or such Fund; (ii)
if Fund Company or the Fund reasonably determines that materials using such
names or identifying marks are inaccurate or misleading; or (iii) if NBMI
no longer is providing services to Clients as described in this Agreement.

B. Except as otherwise expressly provided for in this Agreement, neither Fund
Party, Fund Company nor any Fund shall use any trademark, trade name,
service mark or logo of NBMI, or its affiliates, without NBMI's prior
written consent.

C. Upon request, NBMI shall provide Fund Company with copies of all sales
literature or other marketing materials that refer to Fund Company or any
Fund. To the extent that Fund Company requests to review, or NBMI requests
that Fund Company review, any sales literature or other marketing materials
prior to their use, Fund Company shall provide NBMI with comments, if any,
no later than three business days after receipt of such materials. If NBMI
does not receive comments from Fund Company within this time frame, then
NBMI may assume that Fund Company has no comments.

8. NO SOLICITATION

Fund Party and Fund Company each agree, at all times during the term of this
Agreement, that it shall not, nor shall it cause any Fund, knowingly to solicit,
directly or indirectly, any Client to invest in any Fund or in any other
investment company for which Fund Party acts as a sponsor, adviser,
administrator, distributor or other service provider ("Company Fund"), provided
that this prohibition shall not apply to the solicitation of any Client that was
an investor in a Fund or in any Company Fund prior to the time it became a
participant in the Program. The provisions of this Section 8 shall survive
termination of this Agreement.

9. CONFIDENTIALITY

A. At all times during the term of this Agreement, Fund Party and Fund Company
each agree, and Fund Company shall cause each Fund, to maintain the
confidentiality of, and not disclose to any person or otherwise make use of
the names and addresses of, or other information relating to, Clients
("Client Information"), except as expressly permitted under this Agreement,
as may be necessary in the ordinary course of performing the services and
transactions contemplated by this Agreement or as may be required by law or
judicial process. Notwithstanding the foregoing, (i) a Fund may use Client
Information for purposes of distributing Fund Materials to Client
shareholders of the Fund if NBMI is not making such distributions pursuant
to Section 2A of this Agreement

<PAGE>

and (ii) Fund Party, Fund Company and the Funds shall not be prohibited
from utilizing for any purpose Client Information if such information is
obtained in any lawful manner other than pursuant to this Agreement or the
transactions contemplated hereby.

B. Each party acknowledges and agrees that any and all technical or business
information, including without limitation financial information, business
or marketing strategies or plans or product development, but excluding
Client Information, which is covered by Paragraph A of this Section 9,
which is disclosed to another party or is otherwise obtained by such party
or its affiliates or agents during the term of this Agreement (the
"Proprietary Information") constitutes the valuable property of another
party. Each party agrees that, should it come into possession of
Proprietary Information, it will use its best efforts to hold such
information in confidence and shall refrain from using, disclosing or
distributing any such information except (i) as may be necessary in the
ordinary course of performing the services and transactions contemplated by
this Agreement; (ii) with the written consent of the other parties; or
(iii) as required by law or judicial process. Proprietary Information shall
not include information a party to this Agreement can clearly establish was
(i) known to the party prior to this Agreement; (ii) rightfully acquired by
the party from third parties whom the party reasonably believes are not
under an obligation of confidentiality to any other party to this
Agreement; (iii) placed in the public domain without fault of the party or
its affiliates; or (iv) independently developed by the party without
reference or reliance upon Proprietary Information. The provisions of this
Section 9 shall survive termination of this Agreement.

C. The parties acknowledge that any breach of this Section 9 would result in
immediate and irreparable harm to each non-breaching party and agree that,
in the event of such a breach, each non-breaching party will be entitled to
equitable relief by way of temporary and permanent injunctions, as well as
such other relief as any court of competent jurisdiction deems appropriate.
This provision shall in no way affect any other right that may be available
under law to a non-breaching party.

10. PROVISION OF MATERIALS

Fund Company shall furnish to NBMI (or to its designated agent), or arrange for
each Fund to furnish, at its or their expense, copies of the current prospectus
and statement of additional information of each Fund (including any supplements
and amendments thereto), proxy materials, periodic reports to Fund shareholders
and marketing and other materials relating to the Funds in such quantities as
NBMI reasonably requests. Fund Company shall pay, or shall cause each Fund to
pay, the reasonable expenses incurred by NBMI (or its designated mailing agent)
in connection with delivering any of these materials to Clients who are existing
Fund shareholders or to Clients who have purchased shares of a Fund.

11. LIABILITY AND INDEMNIFICATION

A. Fund Party and Fund Company each acknowledge and agree that NBMI is not
responsible for (i) any information contained in any prospectus, statement
of additional

8
<PAGE>

information, registration statement, annual report, proxy statement, or
item of advertising or marketing material of or relating to any Fund
(except for advertising or marketing materials prepared by NBMI); (ii) the
registration or qualification of any shares of any Fund under any federal
or applicable state laws; or (iii) the compliance or failure to comply by
any "Company Party" (as defined below) with any applicable federal or state
law or rule, or regulation of any self-regulatory organization with
jurisdiction over any Company Party, except to the extent that the failure
to so comply is caused by NBMI's failure to comply with any of the
foregoing laws, rules or regulations or NBMI's breach of this Agreement.
"Company Party" shall include the Fund Party and affiliates thereof, Fund
Company, the Funds, and each of their officers, directors, trustees,
employees and agents, and each Fund's adviser or distributor to the extent
each entity is not the Fund Party.

B. NBMI acknowledges and agrees that neither Fund Party, Fund Company nor any
Fund is responsible for (i) any information contained in any advertising or
marketing materials prepared by NBMI (except for information provided by
Fund Company or a Fund for this purpose); (ii) the compliance or failure to
comply by NBMI or any of its agents with any applicable law, rule or
regulation governing NBMI or such agents, except to the extent that NBMI's
or such agent's failure to comply with any such law, rule or regulation is
caused by the failure of a Company Party to comply with any applicable law,
rule or regulation or its breach of this Agreement.

C. Fund Party shall indemnify, defend and protect NBMI and each affiliate,
director, officer, employee and agent of NBMI and shall hold NBMI and each
affiliate, director, officer, employee and agent harmless from and against
any and all claims, demands, actions, losses, damages, liabilities, costs,
charges, reasonable counsel fees and expenses of any nature it or they
incur ("Losses") arising out of or from, with respect to each Fund: (i) any
material misstatement or misrepresentation contained in any Fund Party
generated sales or other material relating to the Funds that Company
Parties provide to NBMI or any other material statements or
representations, written or oral, concerning the Funds that Company Parties
make to NBMI; (ii) any material misstatement in or omission of a material
fact from a Fund's current prospectus, statement of additional information,
registration statement, shareholder report or proxy materials or any
advertising or marketing material generated by any Company Party; (iii) any
failure of any Fund or its shares to be properly registered (or qualified
for sale) and available for sale to the public under any applicable federal
law or regulation or the applicable laws and regulations of any state or
territory where Fund Company has represented that the shares of a Fund are
so registered or qualified for sale; (iv) any material breach by any
Company Party of any representation, warranty, covenant or agreement
contained in this Agreement; and (v) the actions of any Company Party
relating to the processing of purchase, exchange or redemption orders and
the servicing of shareholder accounts to the extent such actions constitute
willful misfeasance, bad faith or gross negligence by a Company Party.

D. NBMI shall indemnify, defend and protect each Company Party, and hold them
harmless from and against any and all Losses arising out of or from, with
respect to each Fund: (i)

<PAGE>

any material misstatements or misrepresentations or omissions of material
facts that NBMI or its employees make concerning the Fund that are
inconsistent with either the Fund's current prospectus, statement of
additional information, shareholder reports, proxy materials or any other
material Company Party has provided in writing to NBMI; (ii) any sale of
shares of the Fund where the Fund or its shares were not properly
registered or qualified for sale in any state or territory, when Fund Party
has informed NBMI, in writing, that the Fund and its shares were not
properly registered and so qualified; (iii) any material breach by NBMI of
any representation, warranty, covenant or agreement contained in this
Agreement; (iv) any of NBMI's actions in connection with its performance of
the services described in Section 2 of this Agreement to the extent such
actions constitute willful misfeasance, bad faith or gross negligence by
NBMI or its officers, directors, employees or agents.

E. The provisions of this Section 11 shall survive termination of this
Agreement.

12. TERM OF AGREEMENT

A. This Agreement shall become effective on the date first set forth above and
shall continue in effect until terminated as provided herein. This
Agreement may be terminated by any party hereto at any time upon at least
sixty days written notice. Notwithstanding the foregoing, this Agreement is
terminable (i) upon less than sixty days notice if required by applicable
law, rule, regulation, order or instruction of a court of competent
jurisdiction or a regulatory body or self-regulatory organization with
jurisdiction over the terminating party and (ii) by any party at any time
by providing thirty days written notice to the other parties in the event
of a material breach of this Agreement that is not cured during such thirty
day period.

B. After the date of termination of this Agreement (the "Termination Date"),
the Fees described in Section 3 shall continue to be due with respect to
any shares of the Funds that were purchased by Clients pursuant to the
Program on or prior to the Termination Date for as long as such shares are
held through an account at NBMI and NBMI continues to provide the
services described in Section 2 (other than those relating to the purchase
of additional Fund shares). NBMI agrees that, in the event of termination
of this Agreement as provided in this Section 12, it shall provide the
Fund Party with such reports and certificates as the Fund Party may
reasonably request as necessary to determine that the continued payment of
the Fees has been calculated in accordance with this Agreement. The
provisions of this Section, and any other relevant provisions of this
Agreement, shall survive termination of this Agreement to the extent
necessary for each party to perform its obligations with respect to shares
of a Fund for which a Fee continues to be due subsequent to the Termination
Date.

C. Upon being presented with an invoice, Fund Party shall reimburse NBMI,
within 30 days of presenting an invoice, for any reasonable expenses NBMI
incurs in effecting any termination of this Agreement, including delivery
to any Fund or Fund Party of any records, instruments or documents
requested by Fund Party if such termination is by

10
<PAGE>

Fund Party or occurs as a result of the termination of Fund Party's
relationship with the Funds.

13. NOTICES

All notices and other communications hereunder shall be given or made in writing
and shall be made by any reasonable means to the party or parties to whom
directed to the addresses listed below (or such other address as may be
designated in writing by one party to all other parties):

Fund Party:

Oak Associates, L.P.
3875 Embassy Parkway, Suite 250
Akron, OH 44333
Attn: William White

Fund Company:

Oak Associates Funds
c/o SEI Investments
1 Freedom Valley Drive
Oaks, PA 19456
Attn: Legal Department

NBMI:

Neuberger Berman Management Inc.
605 Third Avenue
New York, New York 10158-0180
Attention: Ellen Metzger, General Counsel
Telephone: (212) 476-8817
Facsimile Number: (212) 476-8946

Any notice provided under this Agreement shall have been deemed to be delivered
only upon receipt.

14. NON-EXCLUSIVITY

Each party to this Agreement acknowledges that the other parties hereto may
enter into similar arrangements with third parties.

15. MISCELLANEOUS

A. This Agreement represents the entire agreement between the parties
regarding the matters described herein and may not be modified or amended
except by written instrument

<PAGE>

executed by all parties. This Agreement may not be assigned without the
prior written consent of the other parties except that NBMI may assign the
Agreement to any affiliate with notice to but without the consent of the
other parties. The sale of shares of NBMI, or any company controlling NBMI,
to the public shall not be deemed an assignment for this purpose.

B. This Agreement supersedes all previous agreements and understandings
between the parties with respect to its subject matter. If any provision of
this Agreement shall be held or made invalid by a statute, rule,
regulation, or decision of a tribunal or otherwise, the remainder of the
Agreement shall not be affected thereby.

C. This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any party hereto may
execute this Agreement by signing such counterpart.

D. No party shall be liable to any other party for any damage, claim or other
loss caused by circumstances or events, such as fire or weather, that are
beyond its reasonable control.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date written above.

NEUBERGER BERMAN MANAGEMENT INC.

By: /s/ David Sullivan
----------------------------------
Name:
--------------------------------
Title:
-------------------------------

OAK ASSOCIATES, L.P.

By: /s/ William White
----------------------------------
Name: William White
--------------------------------
Title: Product Manager
-------------------------------

OAK ASSOCIATES FUNDS

By: /s/ Joseph O'Donnell
----------------------------------
Name: Joseph O'Donnell
--------------------------------
Title: Vice President
-------------------------------

13
<PAGE>

SCHEDULE A

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

<PAGE>

SCHEDULE B

OPERATING PROCEDURES

A. If a Fund does not execute and settle ("process") orders for the purchase
(including reinvestment of dividends and distributions), redemption,
exchange and transfer of its shares ("Orders") through the NSCC FUND/SERV
system, the Fund will use its reasonable best efforts to provide NBMI (or
its designee), by 6:30 p.m. Eastern time on each business day, with the
Fund's closing net asset value for that day.

B. Any Fund that processes Orders through NSCC will use its reasonable best
efforts to execute (and thereby transmit the information to NSCC) by 7:00
p.m., Eastern time, on each business day all Orders that correspond to
Instructions received by NBMI before the close of The New York Stock
Exchange on such day and transmitted by NBMI (or its designee) to NSCC by
6:00 p.m., Eastern time, on that day. If a Fund normally processes Orders
through NSCC, but is unable to meet the 7:00 p.m., Eastern time, deadline
on any business day, it will use its best efforts to provide NBMI, by 6:30
p.m., Eastern time of that day, with the Fund's closing net asset value for
that day.

C. To the extent NBMI (or an affiliate) holds shares of a Fund in nominee name
on behalf of its Clients in a master account established with the Fund, the
Fund will provide NBMI with a daily report setting forth all activity
occurring in the master account during each day.

D. In the event a Fund that does not process Orders through NSCC pays on any
day ("Issue Date") a dividend to a master account maintained by NBMI (or an
affiliate) with the Fund, and NBMI notifies the Fund by 11:00 a.m. Eastern
time on the day immediately succeeding the Issue Date that it wishes to
reinvest the dividend, the Fund shall reinvest the dividend as of the Issue
Date and at the net asset value of Fund shares at the close of business on
the Issue Date, with no loss to NBMI in connection with the transaction.

E. On a daily basis, each Fund will provide NBMI with a report of any Orders
that correspond to Instructions that have been executed by the Fund but
have not settled within the applicable time frames as set forth in this
Schedule B.

F. On a daily basis, each Fund will notify NBMI if the number of Fund shares
to be redeemed, whether from a master account or from an account
established with the Fund in the name of a Client, exceeds the aggregate
number of shares held in such accounts. No Fund will reject a redemption
Instruction for this reason without contacting NBMI.

G. Each Fund will provide NBMI with a list of names, titles and telephone and
facsimile numbers of the personnel designated and authorized to receive
Instructions from NBMI and communicate with NBMI regarding corresponding
Orders and related matters.

15
<PAGE>

H. No Fund will make any changes to the CUSIP number of its shares without
giving NBMI reasonable prior notice of the proposed change.

I. Each Fund will accept facsimile Instructions from NBMI. NBMI will not
provide the Fund with a hard copy of these Instructions.

J. For purposes of this Schedule B, the obligations of the Funds as set forth
in this Agreement shall be deemed to be obligations of Fund Party, the
Funds' transfer agent and any other agent or employee acting on behalf of
the Funds or any individual Fund.

K. With respect to transactions processed through the NSCC, the parties agree
to comply with the rules and procedures of the NSCC, except to the extent
the parties have agreed otherwise.

Morgan, Lewis & Bockius, LLP
1701 Market Street
Philadelphia, PA 19103-2921

February 23, 2000

Oak Associates Funds
2 Oliver Street
Boston, Massachusetts 02109

Re: Opinion of Counsel regarding Post-Effective Amendment No. 5 to the
Registration Statement filed on Form N-1A under the Securities Act of 1933
(File No. 33-42115).

Ladies and Gentlemen:

We have acted as counsel to Oak Associates Funds, a Massachusetts business
trust (the "Trust"), in connection with the above-referenced Registration
Statement on Form N-1A (as amended, the "Registration Statement") which relates
to the Trust's shares of beneficial interest, par value $.001 per share
(collectively, the "Shares"). This opinion is being delivered to you in
connection with the Trust's filing of Post-Effective Amendment No. 5 to the
Registration Statement (the "Amendment") to be filed with the Securities and
Exchange Commission pursuant to Rule 485(b) of the Securities Act of 1933 (the
"1933 Act"). With your permission, all assumptions and statements of reliance
herein have been made without any independent investigation or verification on
our part except to the extent otherwise expressly stated, and we express no
opinion with respect to the subject matter or accuracy of such assumptions or
items relied upon.

In connection with this opinion, we have reviewed, among other things,
executed copies of the following documents:

(a) a certificate of the Commonwealth of Massachusetts as to the existence
and good standing of the Trust;

(b) copies of the Trust's Agreement and Declaration of Trust and of all
amendments and all supplements thereto (the "Declaration of Trust");

(c) a certificate executed by William White, the Assistant Secretary of
the Trust, certifying as to, and attaching copies of, the Trust's
Declaration of Trust and Amended and Restated By-Laws (the "By-Laws"),
and certain resolutions adopted by the Board of Trustees of the Trust
authorizing the issuance of the Shares; and

<PAGE>

(d) a printer's proof of the Amendment.

In our capacity as counsel to the Trust, we have examined the originals, or
certified, conformed or reproduced copies, of all records, agreements,
instruments and documents as we have deemed relevant or necessary as the basis
for the opinion hereinafter expressed. In all such examinations, we have assumed
the legal capacity of all natural persons executing documents, the genuineness
of all signatures, the authenticity of all original or certified copies, and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduced copies. As to various questions of fact relevant to such
opinion, we have relied upon, and assume the accuracy of, certificates and oral
or written statements of public officials and officers or representatives of the
Fund. We have assumed that the Registration Statement, as filed with the
Securities and Exchange Commission, will be in substantially the form of the
printer's proof referred to in paragraph (d) above.

Based upon, and subject to, the limitations set forth herein, we are of the
opinion that the Shares, when issued and sold in accordance with the Trust's
Declaration of Trust and By-Laws, and for the consideration described in the
Registration Statement, will be legally issued, fully paid and nonassessable
under the laws of the Commonwealth of Massachusetts.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not concede that we are in
the category of persons whose consent is required under Section 7 of the 1933
Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius, LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
dated November 19, 1999, on the October 31, 1999 financial statements of the Oak
Associates Funds, incorporated by reference in Post-Effective Amendment No. 5 to
the Registration Statement on Form N-1A of the Oak Associates Funds
(Registration Statement No. 333-42115), and to all references to our firm
included in or made part of this Registration Statement.

Philadelphia, Pennsylvania
February 23, 2000

THE ARBOR FUND
THE ADVISORS' INNER CIRCLE FUND
THE EXPEDITION FUNDS
OAK ASSOCIATES FUNDS

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee and/or
officer of the above referenced funds (the "Trusts"), each a business trust
organized under the laws of The Commonwealth of Massachusetts, hereby
constitutes and appoints Mark E. Nagle, Joseph M. O'Donnell and Kevin P. Robins,
each of them singly, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, to sign for him and in his name, place
and stead, and in the capacity indicated below, to sign any and all Registration
Statements and all amendments thereto relating to the offering of the Trust's
shares under the provisions of the Investment Company Act of 1940 and/or the
Securities Act of 1933, each such Act as amended, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, acting alone, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.