Filed pursuant to Rule 497(c)
Registration Nos. 33-70590; 811-8088
PROSPECTUS
March 1, 1999
Oak Ridge Funds, Inc.
Oak Ridge Small Cap Equity Fund
Oak Ridge Large Cap Equity Fund
P. O. Box 701
Milwaukee, Wisconsin 53201-0701
1-800-407-7298
The investment objective of both the Oak Ridge
Small Cap Equity Fund (the "Small Cap Fund")
(previously known as the Oak Ridge Growth Fund) and the
Oak Ridge Large Cap Equity Fund (the "Large Cap Fund")
is capital appreciation. Each Fund seeks to achieve
its investment objective by investing primarily in
equity securities of domestic small capitalization or
large capitalization, as the case may be, companies
that Oak Ridge Investments, LLC (the "Advisor")
believes have the potential to appreciate faster than
the general market.
This Prospectus contains information you should
consider before you invest in the Funds. Please read
it carefully and keep it for future reference.
___________________
Neither the Securities and Exchange Commission
("SEC") nor any state securities commission has
approved or disapproved of the securities offered by
this Prospectus, nor has the SEC or any state
securities commission passed upon the adequacy or
accuracy of this Prospectus. Any representation to the
contrary is a criminal offense.
---------------------
<PAGE>
TABLE OF CONTENTS
HIGHLIGHTS 3
FEES AND EXPENSES OF THE FUNDS 5
INVESTMENT OBJECTIVE 6
INVESTMENT STRATEGY 6
IMPLEMENTATION OF INVESTMENT OBJECTIVE 7
FINANCIAL HIGHLIGHTS OF THE FUNDS 8
PRIOR PERFORMANCE OF THE ADVISOR 10
FUND MANAGEMENT AND DISTRIBUTION 11
YOUR ACCOUNT 12
VALUATION OF FUND SHARES 17
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT 17
YEAR 2000 ISSUE 18
ADDITIONAL INFORMATION 19
No one has been authorized to give any information
or to make any representations other than those
contained in this Prospectus and the Funds' Statement
of Additional Information ("SAI"), and if given or
made, the information or representations may not be
relied upon as having been made by the Funds. This
Prospectus is not an offer to sell securities in any
state or jurisdiction in which an offering may not
lawfully be made.
<PAGE>
HIGHLIGHTS
Investment Objective
The investment objective of both Funds is capital
appreciation. The Small Cap Fund seeks to achieve its
investment objective by investing primarily in equity
securities of domestic, small capitalization companies.
The Large Cap Fund seeks to achieve its investment
objective by investing primarily in equity securities
of domestic, large capitalization companies. The
Advisor will not consider dividend or interest income
in the selection of investments. See "Investment
Objective."
Investment Strategy
The Small Cap Fund seeks to achieve its investment
objective by investing primarily in equity securities
of small capitalization U.S. companies that the Advisor
believes have the potential to appreciate faster than
the general market. For this purpose, a small
capitalization company would typically have a market
capitalization of $2 billion or less. The Large Cap
Fund seeks to achieve its investment objective by
investing primarily in equity securities of large
capitalization U.S. companies that the Advisor believes
have the potential to appreciate faster than the
general market. For this purpose, a large
capitalization company would typically have a market
capitalization of $5 billion or more. Equity
securities in which the Funds may invest include common
stocks, preferred stocks, warrants to purchase common
and preferred stocks and securities convertible or
exchangeable into common and preferred stocks. Under
normal market conditions, each Fund will invest at
least 65% of its total assets in these securities.
Under unusual circumstances, as a temporary defensive
technique, a Fund may invest up to 35% of its assets in
cash and cash equivalents.
Risk Factors
Because the Funds will invest primarily in equity
securities, you should expect that the value of the
Funds' shares will be more volatile than the shares of
a fund that invests in fixed-income securities. The
share price will fluctuate and may, at redemption, be
worth more, or less, than the initial purchase price _
accordingly, you may lose money on your investment.
Other risks of investing in the Funds include:
Liquidity Certain securities may be difficult or
Risk: impossible to sell at the time and price
that a Fund seeks.
Market The market value of a security will move
Risk: up and down, sometimes rapidly and
unpredictably due to economic or market
trends.
Opportunity An investment opportunity may be missed
Risk: because the assets necessary to take
advantage of it are tied up in less
desirable investments.
Management A strategy used by the Advisor may fail to
Risk: produce the intended result.
Who Should Invest
The Funds are suitable for long-term investors
only. The Funds are not designed as short-term
investment vehicles. An investment in one or both
Funds may be appropriate for you if you:
seek long-term capital appreciation;
want to include an equity fund in your investment
portfolio; and
are willing to accept the risk that your
investment may fluctuate over the short term in
exchange for the potential to realize greater financial
gains in the future.
<PAGE>
Performance Bar Chart and Tables
The performance of the Small Cap Fund is provided
in the bar chart and tables below. This performance
information illustrates how the Small Cap Fund's
performance can vary, which is one indication of the
risks of investing in the Fund. The information shows
changes in the Small Cap Fund's performance from year
to year and shows how the Fund's average annual returns
compare with those of a broad-based measure of market
performance over the life of the Fund. Please keep in
mind that the Small Cap Fund's past performance does
not necessarily represent how it will perform in the
future. There is no performance information to report
for the Large Cap Fund.
Small Cap Fund
Class A Shares Calendar Year Total Returns
1994(1) 1995 1996 1997 1998
3.18% 43.55% 19.15% 25.95% (1.35)%
[bar chart]
____________
(1) The Class A shares commenced operations on January 3, 1994.
Small Cap Fund
Class A Shares Best and Worst Quarterly Performance
1/3/94 to 12/31/98
Best quarter Worst quarter
return return
23.05% (24.92)%
(4th quarter, (3rd quarter,
1998) 1998)
Small Cap Fund
Average Annual Total Returns
as of December 31, 1998
Fund/Index One Year Five Since
Years Inceptio
n
Class A (5.52)% 16.01%(1) 16.01%(1)
Class C (1.95)% N/A 10.25%(2)
Russell 2000 (2.55)% 11.86% 11.86%
Index(3)
____________
(1) The Class A shares commenced operations on
January 3, 1994.
(2) The Class C shares commenced operations on
March 1, 1997.
(3) The Russell 2000 Stock Index is an unmanaged
index generally representative of the U.S. market
for small capitalization stocks.
Please note that the returns presented in the
chart entitled "Small Cap Fund Class A Shares Calendar
Year Total Returns" and in the table entitled "Small
Cap Fund Class A Shares Best and Worst Quarterly
Performance" do not reflect the 4.25% maximum sales
charge imposed on purchases of the Small Cap Fund's
Class A shares. If this sales charge was reflected,
the returns would be less than those shown. The
returns presented in the "Small Cap Fund Average Annual
Total Returns" table do, however, reflect this sales
charge.
<PAGE>
FEES AND EXPENSES OF THE FUNDS
The following table describes the fees and
expenses that you may pay if you buy and hold shares of
the Funds.
Small Cap Large Cap
Fund Fund
Class A Class C Class A Class C
Shareholder Fees (fees paid directly
from your investment) (1)
Maximum sales charge (load) imposed on
purchases (as a percentage of offering
price) 4.25%(2) None 4.25%(3) None
Maximum deferred sales charge (load)
imposed on redemptions (as a
percentage of amount redeemed) None None None None
Redemption fee (as a percentage of None None None None
amount redeemed)
Annual Fund Operating Expenses
(expenses that are deducted
from Fund assets) (4)
Management fee 0.75% 0.75% 0.60% 0.60%
Distribution and service (12b-1) 0.25% 1.00% 0.25% 1.00%
fees(5)
Other expenses 1.51% 1.51% 0.40% 0.40%
Total Annual Fund Operating Expenses 2.51% 3.26% 1.25%(7) 2.00%(7)
Fee waiver/expense reimbursement (.51)(6) (.51)(6) N/A N/A
Net expenses 2.00% 2.75% N/A N/A
____________
(1) If you purchase or redeem shares by wire, you
will be charged a $12.00 service fee. See "Your
Account _ Buying Shares" and "Your Account _
Redeeming Shares."
(2) This sales charge is the maximum applicable to
purchases of Class A shares by persons first
purchasing shares on and after January 1, 1996.
Persons who were shareholders as of December 31,
1995, as well as certain other persons, do not have
to pay this sales charge. See "Your Account _ Class
A Sales Charge Waivers."
(3) This sales charge is the maximum applicable to
purchases of Class A shares. You may not have to
pay this sales charge because waivers are available.
See "Your Account _ Class A Sales Charge Waivers."
(4) Fund operating expenses are deducted from Fund
assets before computing the daily share price or
making distributions. As a result, they do not
appear on your account statement, but instead reduce
the amount of total return you receive.
(5) Because distribution and service fees are paid
out of each Fund's assets on an on-going basis, over
time these fees will increase the cost of your
investment and may cost you more than paying other
types of sales charges. See "Your Account _
Distribution Plans."
(6) Pursuant to an expense cap agreement dated
March 1, 1999, the Advisor has agreed to waive its
management fee and/or reimburse the Small Cap Fund's
operating expenses to the extent necessary to ensure
that (i) the total operating expenses for the Class
A shares do not exceed 2.00% and (ii) the total
operating expenses for the Class C shares do not
exceed 2.75% until April 1, 2000. After such date
the expense cap may be terminated or revised at any
time. "Other expenses" are presented before
waivers/reimbursements.
(7) Pursuant to an expense cap agreement dated
March 1, 1999, the Advisor has agreed, if necessary,
to waive its management fee and/or reimburse the
Large Cap Fund's operating expenses to the extent
necessary to ensure that (i) the total operating
expenses for the Class A shares do not exceed 2.00%
and (ii) the total operating expenses for the Class
C shares do not exceed 2.75% until April 1, 2000.
After such date the expense cap may be terminated or
revised at any time. "Other expenses" have been
estimated.
Example
The following Example is intended to help you
compare the cost of investing in one or both of the
Funds with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in each
Fund for the time periods indicated and then redeem all
of your shares at the end of those periods. The
Example also assumes that you
<PAGE>
have a 5% return each
year and that each Fund's total operating expenses
remain the same each year. Although your actual costs
may be higher or lower, based on these assumptions,
your costs would be as follows:
1 Year 3 Years 5 Years 10 Years
Small Cap Fund
Class A(1) $668 $1,173 $1,703 $3,149
Class C $329 $1,004 $1,702 $3,557
Large Cap Fund
Class A(1) $547 $ 805 $1,082 $1,873
Class C $203 $ 627 $1,077 $2,326
____________
(1)The 4.25% maximum sales charge imposed on purchases
of Class A shares is reflected in the Example.
INVESTMENT OBJECTIVE
The investment objective of both Funds is to seek
capital appreciation. Under normal market conditions,
each Fund will attempt to achieve this objective by
investing at least 65% of its assets in equity
securities of domestic companies. The Funds may also
invest up to 35% of their respective assets in cash and
cash equivalents to provide them with liquidity and
flexibility.
INVESTMENT STRATEGY
In managing the Funds' portfolios, the Advisor
seeks investments in domestic companies that the
Advisor believes have the potential to grow or
appreciate faster than the general market. For the
Small Cap Fund, the Advisor invests primarily in small
capitalization companies, and for the Large Cap Fund,
the Advisor invests primarily in large capitalization
companies. For this purpose, a small capitalization
company would typically have a market capitalization of
$2 billion or less, while a large capitalization
company would typically have a market capitalization of
$5 billion or more. The Advisor's general strategy is
to invest at least 65% of each Fund's total assets in
the equity securities of these companies (i.e., small
capitalization companies for the Small Cap Fund and
large capitalization companies for the Large Cap Fund).
When making purchase decisions for the Funds, the
Advisor uses a "buy discipline" that involves three key
components:
Research
The Advisor gathers research on potential
investment candidates from a wide variety of
internal and external sources, including research
provided by institutions and the brokerage
community, internally-generated analysis, business
and trade publications and annual reports,
prospectuses and publicly available filings made
with the SEC. To further qualify prospective
investments, the Advisor analyzes information from
corporate contacts, industry conferences and
conversations and visits with company management.
Fundamentals
Once the research phase is complete, the Advisor
reviews certain fundamental attributes that it
believes a "buy" candidate should possess relating
to, among other things, (i) growth of sales and
earnings, (ii) earnings power, trends and
predictability, (iii) quality of management, (iv)
competitive position of products and/or services,
(v) fundamentals of the industry in which the
company operates and (vi) economic and political
trends affecting the company. The Advisor also
assesses the liquidity of the investment to
determine whether it has the potential to
appreciate faster than the general market.
<PAGE>
Valuation
Finally, the Advisor values companies by
considering price to sales ratios and price to
earnings ratios within a peer group.
From this process, the Advisor constructs a list
of securities for the Funds to purchase.
The Advisor makes sell decisions for the Funds
based on a number of factors, including deterioration
in a company's underlying fundamentals (as detailed
above) and better relative value in other securities.
IMPLEMENTATION OF INVESTMENT OBJECTIVE
In implementing its investment objective, each
Fund may invest in the following securities and use the
following investment techniques. Some of these
securities and investment techniques involve special
risks, which are described below, elsewhere in this
Prospectus and in the Funds' SAI.
Common Stocks and Other Equity Securities
Each Fund will invest in common stocks and other equity
securities. Other equity securities may include
preferred stocks, warrants to purchase common and
preferred stocks and securities convertible or
exchangeable into common and preferred stocks. Common
stocks and other equity securities generally increase
or decrease in value based on the earnings of a
company, expectations for the company's prospects and
general industry and market conditions. A fund that
invests a significant amount of its assets in common
stocks and other equity securities is likely to have
greater fluctuations in share price than a fund that
invests a significant portion of its assets in fixed-
income securities.
Temporary Strategies
Prior to investing the proceeds from sales of Fund
shares, to meet ordinary daily cash needs and to retain
the flexibility to respond promptly to changes in
market and economic conditions, each Fund may invest up
to 35% of its assets in cash and cash equivalents.
Cash equivalents are short-term fixed-income securities
issued by private and governmental institutions. It is
impossible to predict when and for how long the Advisor
may employ these strategies for the Funds. To the
extent a Fund engages in any of these temporary
strategies, the Fund may not achieve its investment
objective.
Small Capitalization Companies
The Small Cap Fund will invest primarily in the
common stocks and other equity securities of small
companies. While companies with smaller market
capitalizations have the potential for significant
capital appreciation, the equity securities of these
companies also involve greater risks than larger, more
established companies. Small capitalization companies
may lack the management experience or depth, financial
resources, product diversification and competitive
strength of large capitalization companies. Moreover,
the market for small capitalization securities is
generally less liquid and subject to greater price
volatility than the market for large capitalization
securities.
<PAGE>
FINANCIAL HIGHLIGHTS OF THE FUNDS
Financial data for the Small Cap Fund is presented
in the table below. The financial highlights table is
intended to help you understand the Small Cap Fund's
financial performance for the past five years. The
total returns presented in the table represent the rate
that an investor would have earned on an investment in
the Small Cap Fund for the stated period (assuming
reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers
LLP, whose report, along with the Small Cap Fund's
financial statements, are included in the Small Cap
Fund's annual report, which is available upon request.
The information below is for the Small Cap Fund's Class
A shares from January 3, 1994 (commencement of
operations for Class A) through November 30, 1998 and
for the Small Cap Fund's Class C shares from March 1,
1997 (commencement of operations for Class C) through
November 30, 1998. There is no financial data to
report for the Large Cap Fund.
<TABLE>
<CAPTION>
Jan. 3, Nine
1994(1) Year Year Year Months
to Ended Ended Ended Ended Year Ended
Nov. 30, Nov. 30, Nov. 30, Nov. 30, Nov. 30, Nov. 30,
1994 1995 1996 1997 1997(2) 1998
Class A Class A Class A Class A Class C Class A Class C
<S> <C> <C> <C> <C> <C> <C> <C>
Per share data:
Net asset value, $10.00 $10.48 $14.32 $16.57 $15.91 $19.84 $19.75
beginning of period
Income from
investment
operations:
Net investment (0.07)(3) (0.13)(3) (0.16)(3) (0.22)(3) (0.13)(3) (0.18)(3) (0.34)(4)
income (loss)
Net realized and
unrealized
gains on
investments 0.55 4.00 3.01 4.58 3.97 (1.67) (1.61)
Total from investment 0.48 3.87 2.85 4.36 3.84 (1.85) (1.95)
operations
Less distributions:
From capital gains _ (0.03) (0.60) (1.09) _ (1.26) (1.26)
Total distributions _ (0.03) (0.60) (1.09) _ (1.26) (1.26)
Net asset value, end $10.48 $14.32 $16.57 $19.84 $19.75 $16.73 $16.54
of period
Total Return 4.8%(5) 37.0% 20.9%(6) 28.0%(5) 24.1%(6) (9.8)%(6) (10.4)%
</TABLE>
____________
(1)Commencement of operations.
(2)Effective March 1, 1997, the Small Cap Fund offered
a second class of shares, Class C.
(3)Net investment income (loss) per share is
calculated using the ending balance of
undistributed net investment income (loss) prior to
consideration of adjustments for permanent book and
tax differences.
(4)Net investment (loss) per share represents net
investment (loss) divided by the average shares
outstanding throughout the year.
(5)Not annualized.
(6)Effective January 1, 1996, the Small Cap Fund
instituted a maximum 4.25% front-end sales load on
Class A shares. The total return calculation does
not reflect the 4.25% front-end sales load.
<PAGE>
<TABLE>
<CAPTION>
Jan. 3, Nine
1994(1) Year Year Year Months
to Ended Ended Ended Ended Year Ended
Nov. 30, Nov. 30, Nov. 30, Nov. 30, Nov. 30, Nov. 30,
1994 1995 1996 1997 1997(2) 1998
Class A Class A Class A Class A Class C Class A Class C
<S> <C> <C> <C> <C> <C> <C> <C>
Supplemental data and
ratios:
Net assets, end of $2,708,546 $4,182,246 $7,725,072 $11,758,733 $334,836 $13,215,299 $1,255,930
period
Ratio of expenses to
average net assets:
Before expense 9.0%(7) 6.5% 3.5% 2.9% 3.6%(7) 2.7% 3.4%
reimbursement
After expense 2.0%(7) 2.0% 2.0% 2.0% 2.8%(7) 1.9% 2.6%
reimbursement
Ratio of net
investment income
(loss) to average
net assets:
Before expense (8.1)%(7) (5.8)% (2.7)% (2.2)% (3.0)%(7) (1.9)% (2.6)%
reimbursement
After expense (1.1)%(7) (1.3)% (1.2)% (1.3)% (2.2)%(7) (1.1)% (1.9)%
reimbursement
Portfolio turnover 80% 109% 71% 55% 55% 57% 55%
rate(8)
</TABLE>
____________
(7)Annualized.
(8)Calculated on the basis of the Small Cap Fund as a
whole without distinguishing between the classes of
shares issued.
<PAGE>
PRIOR PERFORMANCE OF THE ADVISOR
The performance information set forth below for
the private accounts of the Advisor has been calculated
in accordance with recommended standards of the
Association of Investment Management and Research
("AIMR"), retroactively applied to all time periods.
All returns presented were calculated on a total return
basis and include all dividends and interest, if any,
accrued income, if any, and realized and unrealized
gains and losses, if any. Total return is calculated
quarterly in accordance with the "time-weighted" rate
of return method provided for by AIMR standards,
accounted for on a trade-date and accrual basis. AIMR
standards for calculation of total return differ from
the standards required by the SEC for calculation of
average annual total return. Principal additions and
withdrawals are weighted in computing the quarterly
returns based on the timing of these transactions. The
quarterly returns are geometrically linked to derive
annual total returns.
Since April 1990, the Advisor has managed separate
private accounts (the "Private Accounts") which pursue
substantially the same investment objective, policies
and strategies, and which are managed in the same
manner, as the Large Cap Fund. The Private Accounts
are not subject to the same types of expenses to which
the Large Cap Fund is subject nor to the specific tax
restrictions and investment limitations imposed on the
Large Cap Fund by the Internal Revenue Code of 1986, as
amended, and the Investment Company Act of 1940, as
amended (the "1940 Act"), respectively. The following
chart illustrates how the performance of the Advisor's
Large Cap Equity Composite (a composite including all
of the Advisor's large cap equity Private Accounts)
compares to the average performance of the S&P 500 for
the nine years ended December 31, 1998. The
performance results of the composite described below
could have been adversely affected if the Private
Accounts included in the composite had been regulated
as investment companies under the federal tax and
securities laws.
Large Cap Equity Composite
Performance vs. S&P 500
Performance from April 1, 1990 through December 31,
1998
Total Return
Large Cap
Time Period Equity S&P 500
Composite
1/1/98 - 21.38% 28.58%
12/31/98
1/1/97 - 29.21% 33.36%
12/31/97
1/1/96 - 28.65% 22.97%
12/31/96
1/1/95 - 43.83% 37.59%
12/31/95
1/1/94 - 2.05% 1.32%
12/31/94
1/1/93 - 8.24% 10.08%
12/31/93
1/1/92 - (0.06)% 7.62%
12/31/92
1/1/91 - 40.24% 30.47%
12/31/91
4/1/90 - (2.16)% (0.90)%
12/31/90
The composite performance presented above
reflects the performance of the Private Accounts
included in the Large Cap Equity Composite reduced by
the estimated annual total operating expenses of the
Large Cap Fund's Class A shares, as set forth under the
heading "Fees and Expenses of the Funds." The S&P 500
returns assume reinvestment of all dividends paid by
the stocks included in the index, but do not include
brokerage commissions or other fees an investor would
incur by investing in the portfolio of stocks
comprising the index. The Large Cap Equity Composite
represents the Advisor's past performance for all
similarly managed private accounts and should not be
interpreted as indicative of the future performance of
the Large Cap Fund.
<PAGE>
FUND MANAGEMENT AND DISTRIBUTION
Management
The Funds have entered into an Investment Advisory
Agreement with the Advisor pursuant to which the
Advisor manages the Funds' investments and business
affairs, subject to the supervision of the Funds' Board
of Directors.
Advisor. The Advisor is a growth equity capital
management firm which serves as investment advisor to
individual and institutional clients. The Advisor,
including its predecessor, Oak Ridge Investments, Inc.,
has been in the investment management business since
September 1989.
Under an Amended and Restated Investment Advisory
Agreement dated March 1, 1999, the Small Cap Fund pays
the Advisor an annual management fee of 0.75% and the
Large Cap Fund pays the Advisor an annual fee of 0.60%
of the respective Fund's average daily net assets
attributable to each class. The advisory fee is
accrued daily and paid monthly. For the fiscal year
ended November 30, 1998, the Advisor voluntarily agreed
to waive its management fee and/or reimburse operating
expenses for the Small Cap Fund to the extent necessary
to ensure that (i) the total operating expenses for the
Class A shares would not exceed 2.00% of average daily
net assets and (ii) the total operating expenses for
the Class C shares would not exceed 2.75% of average
daily net assets. Pursuant to an expense cap
agreement, dated March 1, 1999, the Advisor has agreed
to continue this waiver/reimbursement policy until
April 1, 2000. The Advisor has also agreed to waive
its management fee and/or reimburse operating expenses
for the Large Cap Fund to the extent necessary to
ensure that (i) the total operating expenses for the
Class A shares do not exceed 2.00% of average daily net
assets and (ii) the total operating expenses for the
Class C shares do not exceed 2.75% of average daily net
assets. After April 1, 2000, the Advisor may from time
to time voluntarily (but is not required to) waive all
or a portion of its fee and/or reimburse all or a
portion of a Fund's operating expenses for either
class. Any waivers or reimbursements have the effect
of lowering the overall expense ratio for the
applicable Fund and class and increasing the overall
return to investors at the time any such amounts are
waived and/or reimbursed.
Under the Investment Advisory Agreement, not only
is the Advisor responsible for management of the Funds'
assets, but also for portfolio transactions and
brokerage.
Portfolio Manager. The Fund is managed by David
M. Klaskin, who is the Chairman, Treasurer and Chief
Investment Officer of the Advisor. Mr. Klaskin has
held the position of Chairman of the Advisor since
November 1998, and has held the other positions with
the Advisor (and its predecessor) since December 1989.
Mr. Klaskin served as the President of the Advisor (and
its predecessor) from December 1989 until November
1998. From May 1982 until December 1989, Mr. Klaskin
was a Financial Consultant with Shearson Lehman Hutton
in Chicago, Illinois. Mr. Klaskin received his B.S.
degree in Finance from Indiana University in 1982.
Custodian, Transfer Agent and Administrator
Firstar Bank Milwaukee, N.A. acts as custodian of
the Fund's assets. Firstar Mutual Fund Services, LLC
serves as transfer agent for the Fund (the "Transfer
Agent") and as the Fund's administrator. Firstar Bank
Milwaukee, N.A. and Firstar Mutual Fund Services, LLC
are affiliated entities and are collectively referred
to in this Prospectus as "Firstar."
Distributor
Oak Ridge Investments, Inc., a registered broker-
dealer and member of the National Association of
Securities Dealers, Inc., acts as distributor of the
Funds' shares (the "Distributor"). Prior to July 1997,
the Distributor also served as the investment advisor
to the Small Cap Fund (the Large Cap Fund was not
available at that time). In July 1997, the Advisor
succeeded to the investment advisory business of the
Distributor, which included management of the Small Cap
Fund's assets. The Distributor is managed and owned by
the same persons who manage and own the Advisor.
Accordingly, the Distributor and the Advisor are
affiliates.
<PAGE>
YOUR ACCOUNT
Choosing a Fund
This Prospectus offers two Funds to prospective
investors: the Small Cap Fund and the Large Cap Fund.
The only difference between the two Funds is that the
Small Cap Fund will invest primarily in equity
securities of small capitalization companies (i.e.,
companies with a market capitalization of $2 billion or
less), while the Large Cap Fund will invest primarily
in equity securities of large capitalization companies
(i.e., companies with a market capitalization of $5
billion or more).
Choosing a Class
Each Fund offers two classes of shares to
prospective investors: Class A and Class C. Each
class has its own cost structure, as follows:
Class A Class C
Front-end sales No front-end sales
charge with break charge.
points and certain
exceptions.
Rule 12b-1
Rule 12b-1 expenses equal to 1.00%
expenses equal to 0.25% of the average daily
of the average daily net assets of the
net assets of the class.
class.
Class A Shares
Class A shares are offered and sold on a continual
basis at the next offering price (the "Offering
Price"), which is the sum of the net asset value per
share (computed after the purchase order and funds are
received by the Transfer Agent) and the sales charge
indicated below:
Total Sales Charge
As a As a
Your Investment Percentage Percentage of
of Your
Offering Investment
Price
Less than $50,000 4.25% 4.44%
$50,000 but less 3.75% 3.90%
than $100,000
$100,000 but less 3.25% 3.36%
than $250,000
$250,000 but less 2.25% 2.30%
than $500,000
$500,000 but less 1.75% 1.78%
than $1,000,000
$1,000,000 or more 1.00% 1.01%
No sales charge is imposed on the reinvestment of
dividends or capital gains. To determine whether you
qualify to purchase shares at net asset value, see
"_ Class A Sales Charge Waivers," below.
In addition to the sales charge described above,
Class A shares are also subject to Rule 12b-1 fees in
an aggregate amount of 0.25% of the average daily net
assets attributable to such shares. For more
information, see "_ Distribution Plans," below.
Class C Shares
Class C shares are offered and sold on a continual
basis at net asset value (computed after the purchase
order and funds are received by the Transfer Agent)
without the imposition of any sales charge. However,
as described under "_ Distribution Plans," Class C
shares are subject to higher Rule 12b-1 fees than Class
A shares.
<PAGE>
Class A Sales Charge Waivers
The following persons may purchase Class A shares
without any sales charge, upon the written assurance
that the purchase is made for investment purposes and
that the shares will not be transferred or resold
except through redemption or repurchase by or on behalf
of the relevant Fund:
employee benefit plans qualified under Section
401(k) of the Internal Revenue Code, as amended,
subject to minimum requirements with respect to the
number of employees or amount of purchase, which may be
established by the Distributor; currently, those
criteria require that the employer establishing the
plan have 1,000 or more eligible employees;
directors, officers and full-time employees of the
Funds, the Advisor, the Distributor and affiliates of
such companies, and spouses and family members of such
persons;
registered securities brokers and dealers which
have entered into a sales agreement with the
Distributor, and their affiliates, for their investment
accounts only;
registered personnel and employees of such
securities brokers and dealers referred to above, and
their spouses and family members, in accordance with
the internal policies and procedures of the employing
securities dealer; and
registered investment advisors affiliated with the
Advisor and/or the Distributor, by agreement or
otherwise, on behalf of their clients, who are
participating in a comprehensive fee program (also
known as a wrap fee program).
Please call 1-800-407-7298 for more information on
purchases of Class A shares at net asset value.
Distribution Plans
Each Fund has adopted a plan pursuant to Rule
12b-1 under the 1940 Act for each class of shares (the
"Class A Plan" and the "Class C Plan") pursuant to
which certain distribution and/or service fees are paid
to the Distributor. Under the Class A Plan, each Fund
is required to pay the Distributor a distribution fee
for the promotion and distribution of the Class A
shares of up to 0.25% of the average daily net assets
of the Fund attributable to the Class A shares,
computed on an annual basis. The Class C Plan requires
each Fund to pay the Distributor (i) a distribution fee
of up to 0.75% of the average daily net assets of the
Fund attributable to the Class C shares, computed on an
annual basis, and (ii) a service fee for personal
services provided to shareholders and/or the
maintenance of shareholder accounts of up to 0.25% of
the average daily net assets of the Fund attributable
to the Class C shares, computed on an annual basis.
Because these fees are paid out of each Fund's assets
on an ongoing basis, over time these fees will increase
the cost of your investment and may cost you more than
paying other types of sales charges.
Investing in the Funds
Before opening an account and investing in Fund
shares, you should:
(1) Read this Prospectus carefully.
(2) Determine which Fund or Funds you would like
to invest in and which class or classes of
shares you would like to buy.
(3) Determine how much you would like to invest.
The minimum initial investment requirements
for both Class A and Class C shares are:
Non-retirement account: $2,000
Traditional IRA: $1,000
<PAGE>
Education IRA: $500
Subsequent investments: $100 (if by check)
$1,000 (if by wire
or telephone)
Automatic Investment Plan ("AIP"): $100
(to maintain the plan, you must invest
at least $100 per month)
Employee benefit plans qualified Minimum is waived
under Sections 401, 403(b)(7)
or 457 of the Internal Revenue Code
The Funds may change or waive these minimums
at any time; you will be given at least 30
days' notice of any increase in the minimum
dollar amount of purchases.
(4) Complete the appropriate parts of the account
application, carefully following the
instructions. If you have questions, please
contact your investment professional or the
Funds at 1-800-407-7298. Account
applications will be accepted by the
Distributor, the Transfer Agent or investment
professionals who have entered into a selling
or service agreement with the Distributor.
(5) Make your initial investment, and any
subsequent investments, following the
instructions set forth below.
Buying Shares
Opening an Account. You may open an account by
completing an account application and paying for your
shares by check or wire. You may also open an account
using the Funds' exchange privilege, which is described
in detail in the SAI. All new account applications
should be given to your investment professional or
forwarded to the Distributor or the Transfer Agent,
whose addresses appear on the back cover page of this
Prospectus. A confirmation indicating the details of
each purchase transaction will be sent to you promptly.
By check
Make out a check for the investment amount,
payable to "Oak Ridge Small Cap Equity Fund," if you
are purchasing shares in the Small Cap Fund, or "Oak
Ridge Large Cap Equity Fund," if you are purchasing
shares in the Large Cap Fund. Payment should be made
in U.S. funds by check drawn on a U.S. bank, savings
and loan or credit union. Neither cash nor third-party
checks will be accepted.
You may be charged a transaction fee in addition
to the sales charge with respect to Class A shares sold
by certain broker-dealers. Certain broker-dealers may
also charge a transaction fee for purchases of Class C
shares.
If your check does not clear, you will be charged
a $25 service fee. You will also be responsible for
any losses suffered by the Funds as a result.
All applications to purchase Fund shares are
subject to acceptance by the Funds and are not binding
until so accepted. The Funds reserve the right to
decline a purchase application in whole or in part.
By wire
Instruct your bank to use the following
instructions when wiring funds:
Wire to: Firstar Bank Milwaukee, N.A.
ABA Number 075000022
Credit: Firstar Mutual Fund Services, LLC
Account 112-952-137
<PAGE>
Further credit: (name of Fund being purchased)
(class of shares being purchased)
(shareholder account number)
(shareholder name/account registration)
Please call 1-800-407-7298 prior to wiring any
funds to notify the Transfer Agent that the wire is
coming and to confirm the wire instructions. The
Transfer Agent may charge a $12.00 service fee for wire
transactions.
The Funds are not responsible for the consequences
of delays resulting from the banking or Federal Reserve
wire system.
Adding to an Account. You may add to your account
by check, wire or telephone. You may also add to your
account using the Funds' exchange privilege. Please
see the SAI for more information. A confirmation
indicating the details of each subsequent purchase
transaction will be sent to you promptly.
By check
Make out a check for the investment amount,
payable to "Oak Ridge Small Cap Equity Fund," if you
are purchasing shares in the Small Cap Fund, or "Oak
Ridge Large Cap Equity Fund," if you are purchasing
shares in the Large Cap Fund. Neither cash nor third-
party checks will be accepted.
Fill out the detachable investment form from your
account statement or send a note specifying your
account number and the name(s) in which the account is
registered.
Deliver the check and your investment form or note
to your investment professional, the Distributor or the
Transfer Agent.
By wire
Follow the wire instructions used to open an
account.
By telephone
Please call 1-800-407-7298 for information
regarding the purchase of Fund shares by telephone.
Automatic Investment Plan. The Automatic
Investment Plan ("AIP") is a method of using dollar
cost averaging, which is an investment strategy that
involves investing a fixed amount of money at a regular
time interval. By always investing the same amount,
you will be purchasing more shares when the price is
low and fewer shares when the price is high. The AIP
allows you to make regular, systematic investments in
Class A or Class C shares of one or both of the Funds
from your bank checking or NOW account. The minimum
initial investment for investors using the AIP is $100.
Please refer to the SAI for instructions as to how you
may establish the AIP for your account, or call 1-800-
407-7298.
Redeeming Shares
To Redeem Some or All of Your Shares. You may
request redemption of part or all of your Fund shares
at any time. The price per share will be the net asset
value next computed after the time the redemption
request is received in proper form by the Transfer
Agent. See "Valuation of Fund Shares." The Funds
normally will mail your redemption proceeds the next
business day and, in any event, no later than seven
days after receipt by the Transfer Agent of a
redemption request in good order. However, the Funds
may hold payment until investments which were made by
check, telephone or pursuant to the AIP have been
collected (which may take up to 15 days from the
initial investment date). Redemptions may be made by
written request, telephone or wire. You may also
redeem shares using the Funds' exchange privilege, as
discussed in the SAI.
By written request
Write a letter of instruction indicating the Fund
name, your share class, your account number, the
name(s) in which the account is registered and the
dollar value or number of shares you wish to sell.
<PAGE>
Include all signatures and any additional
documents that may be required. See "Redeeming
Shares_Special Situations," below.
Forward the materials to the Transfer Agent.
A check will be mailed to the name(s) and address
in which the account is registered, or otherwise
according to your letter of instruction.
By telephone
Fill out the "Telephone Redemption" section of
your new account application.
To place your redemption request, please call
1-800-407-7298.
Redemption requests by telephone are available for
redemptions of $25,000 or less. Redemption requests
for more than $25,000 must be in writing.
Proceeds redeemed by telephone will be mailed or
wired only to your address or bank of record as shown
on the records of the Transfer Agent.
In order to arrange for telephone redemptions
after an account has been opened or to change the bank,
account or address designated to receive redemption
proceeds, a written request must be sent to the
Transfer Agent. The request must be signed by each
shareholder of the account, with the signatures
guaranteed. Further documentation may be requested
from corporations, executors, administrators, trustees
and guardians. See "Redeeming Shares_Special
Situations," below.
The Funds reserve the right to refuse any request
made by telephone and may limit the amount involved or
the number of telephone redemptions.
Once you place a telephone redemption request, it
cannot be canceled or modified.
Neither the Funds nor the Transfer Agent will be
responsible for the authenticity of redemption
instructions received by telephone. Accordingly, you
bear the risk of loss. However, the Funds will use
reasonable procedures to ensure that instructions
received by telephone are genuine, including recording
telephonic transactions and sending written
confirmation of such transactions to investors.
You may experience difficulty in implementing a
telephone redemption during periods of drastic economic
or market changes. If you are unable to contact the
Transfer Agent by telephone, you may also redeem shares
by written request, as noted above.
By wire
Redemptions by wire may be made pursuant to a
written redemption request or pursuant to a telephone
instruction.
Please call 1-800-407-7298 for information
regarding redemptions by wire.
Funds will be wired on the next business day after
receipt of redemption instructions. A $12 fee will be
deducted from your account.
Systematic Withdrawal Plan. You may set up
automatic withdrawals from your account with the Funds
at regular intervals. To begin distributions, you must
have an initial balance of $5,000 in your account and
withdraw at least $50 per payment. To establish the
Systematic Withdrawal Plan, please call 1-800-407-7298.
Depending upon the size of the account and the
withdrawals requested (and fluctuations in the net
asset value of the shares redeemed), redemptions for
the purpose of satisfying such withdrawals may reduce
or even exhaust your account. If the amount remaining
in your account is not sufficient to meet a plan
payment, the remaining amount will be redeemed and the
plan will be terminated.
Special Situations. In certain circumstances,
such as when corporations, executors, administrators,
trustees, guardians, agents or attorneys-in-fact are
involved or when the proceeds of redemption are
requested to be sent to other than the address of
record, additional documentation and signature
guarantees may be required. Questions regarding such
circumstances may be directed to the Transfer Agent by
calling 1-800-407-7298. In addition, redemptions over
$25,000 must be made in writing and require a signature
guarantee. A signature guarantee may be obtained from
any eligible guarantor institution. These institutions
include banks, saving associations, credit unions,
brokerage firms and others. A notary public stamp or
seal is not acceptable.
<PAGE>
IRAs. Shareholders who have an Individual
Retirement Account or other retirement plan must
indicate on their redemption requests whether or not to
withhold federal income taxes. Redemption requests
failing to indicate an election will be subject to
withholding.
Termination of Accounts. Your account may be
terminated by the Funds on not less than 30 days'
notice if, at the time of any redemption of shares in
your account, the value of the remaining shares in the
account falls below $500. A check for the proceeds of
redemption will be sent to you within seven days of the
redemption.
VALUATION OF FUND SHARES
The price of Fund shares is based on each Fund's
net asset value, which is calculated using the market
price method of valuation and is determined as of the
close of trading (generally 4:00 p.m. Eastern Time) on
each day the New York Stock Exchange ("NYSE") is open
for business. The Fund does not determine net asset
value on days the NYSE is closed. The NYSE is closed
on New Year's Day, Martin Luther King Day, President's
Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day. In addition,
if any of these holidays falls on a Saturday, the NYSE
will not be open for trading on the preceding Friday,
and when such holiday falls on a Sunday, the NYSE will
not be open for trading on the succeeding Monday,
unless unusual business conditions exist, such as the
ending of a monthly or yearly accounting period. The
price at which a purchase order or redemption request
is effected is based on the next calculation of net
asset value after the order or request is placed.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX
TREATMENT
For federal income tax purposes, all dividends and
distributions of net realized short-term capital gains
you receive from the Funds are taxable as ordinary
income, whether reinvested in additional shares or
received in cash. Distributions of net realized long-
term capital gains you receive from the Funds, whether
reinvested in additional shares or received in cash,
are taxable as a capital gain. The capital gain
holding period (and the applicable tax rate) is
determined by the length of time the Funds have held
the security and not the length of time you have held
shares in the Funds. You will be informed annually as
to the amount and nature of all dividends and capital
gains paid during the prior year. Such capital gains
and dividends may also be subject to state or local
taxes. If you are not required to pay taxes on your
income, you are generally not required to pay federal
income taxes on the amounts distributed to you.
Dividends and capital gains, if any, will be
distributed annually in December. Please note,
however, that the objective of both Funds is capital
appreciation, not the production of distributions. You
should measure the success of your investment by the
value of your investment at any given time and not by
the distributions you receive. The Funds expect that,
because of this investment objective, their
distributions will consist primarily of long-term
capital gains.
All dividends or capital gains distributions will
automatically be reinvested in additional Fund shares
at the then prevailing net asset value unless you
specifically request that dividends or capital gains
or both be paid in cash. The election to receive
dividends in cash or reinvest them in shares may be
changed by writing to the Funds at Oak Ridge Funds,
Inc., c/o Firstar Mutual Fund Services, LLC, P. O. Box
701, Milwaukee, Wisconsin 53201-0701. Such notice must
be received at least ten days prior to the record date
of any dividend or capital gain distribution. If you
choose to have distribution checks mailed to you and
either the U.S. Postal Service is unable to deliver the
check to you or the check remains outstanding for at
least six months, the Funds reserve the right to
reinvest the check at the then current net asset value
until you notify us with different instructions.
YEAR 2000 ISSUE
The Funds' operations depend on the seamless
functioning of computer systems in the financial
service industry. Many computer software systems in
use today cannot properly process date-related
information after December 31, 1999 because of the
method by which dates are encoded and calculated. This
failure, commonly referred to as the "Year 2000 Issue,"
could adversely affect the handling of security trades,
pricing and account servicing for the Funds.
<PAGE>
The Funds have made compliance with the Year 2000
Issue a high priority and are taking steps that they
believe are reasonably designed to address the Year
2000 Issue. Because the Funds have no computer
software of their own, and the Advisor's systems are
not used in connection with the operation of the Funds,
the computer software systems of the Funds' service
providers are the focus of the Funds' efforts.
Although, at this time, there can be no assurance that
there will be no adverse impact on the Funds, the
Funds' service providers have advised the Funds that
they have been actively working on necessary changes to
their computer systems to prepare for the Year 2000 and
expect that their systems, and those of other parties
they deal with, will be adapted in time for that event.
<PAGE>
ADDITIONAL INFORMATION
INVESTMENT ADVISOR TRANSFER AGENT AND
ADMINISTRATOR
Oak Ridge
Investments, LLC Firstar Mutual Fund
10 South LaSalle Services, LLC
Street, Suite 1050
Chicago, Illinois For overnight
60603 deliveries, use:
Oak Ridge Funds,
Inc.
DISTRIBUTOR c/o Firstar Mutual
Fund Services, LLC
Oak Ridge Third Floor
Investments, Inc. 615 East Michigan
10 South LaSalle Street
Street, Suite 1050 Milwaukee, Wisconsin
Chicago, Illinois 53202
60603
For regular mail
deliveries, use:
CUSTODIAN Oak Ridge Funds,
Inc.
Firstar Bank c/o Firstar Mutual
Milwaukee, N.A. Fund Services, LLC
P.O. Box 701
For overnight Milwaukee, Wisconsin
deliveries, use: 53202
Oak Ridge Funds,
Inc. LEGAL COUNSEL
c/o Firstar Bank
Milwaukee, N.A. Godfrey & Kahn, S.C.
Third Floor 780 North Water
615 East Michigan Street
Street Milwaukee, Wisconsin
Milwaukee, Wisconsin 53202
53202
ACCOUNTANTS
For regular mail
deliveries, use:
Oak Ridge Funds, PricewaterhouseCoopers
Inc. LLP
c/o Firstar Bank 100 East Wisconsin
Milwaukee, N.A. Avenue
P.O. Box 701 Suite 1500
Milwaukee, Wisconsin Milwaukee, Wisconsin
53202 53202
Additional information regarding the Funds is included
in the SAI which has been filed with the SEC and is
incorporated in this Prospectus by reference. Because
the Large Cap Fund was not available to investors until
March 1, 1999, there is no information available
regarding the Large Cap Fund's investments or
performance. Further information about the Small Cap
Fund's investments, however, is contained in its annual
and semi-annual reports to shareholders. The Small Cap
Fund commenced operations in January 1994. The Small
Cap Fund's annual report provides a discussion of the
market conditions and investment strategies that
significantly affected the Fund's performance during
its last fiscal year. You may receive the SAI, annual
reports and semi-annual reports free of charge, request
other information about the Funds and make shareholder
inquiries by writing to the address listed on the cover
page of this Prospectus or by calling, toll-free,
1-800-407-7298.
Information about the Funds (including the SAI) can be
reviewed and copied at the SEC's Public Reference Room
in Washington, D.C. Please call the SEC at 1-800-SEC-
0330 for information relating to the operation of the
Public Reference Room. Reports and other information
about the Funds are also available on the SEC's
Internet Website located at http://www.sec.gov.
Alternatively, copies of this information may be
obtained, upon payment of a duplicating fee, by writing
the Public Reference Section of the SEC, Washington,
D.C. 20549-6009.
The Funds' 1940 Act File Number is 811-8088.
