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OMB Number: 3235-0570
Expires: April 30, 2008
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hours per response: 19.4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-09000
---------------------------------------------
Oak Value Trust
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
3100 Tower Boulevard, Suite 700 Durham, North Carolina 27707
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Larry D. Coats, Jr.
Oak Value Capital Management, Inc. 3100 Tower Boulevard,
Suite 700 Durham, NC 27707
- --------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (919) 419-1900
---------------------------
Date of fiscal year end: June 30, 2008
------------------------------------------------------
Date of reporting period: December 31, 2007
------------------------------------------------------
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
SEMI-ANNUAL REPORT
DECEMBER 31, 2007
(UNAUDITED)
[LOGO]
==============
OAK VALUE FUND
--------------
WWW.OAKVALUEFUND.COM
LETTER TO SHAREHOLDERS February 1, 2008
================================================================================
Dear Fellow Oak Value Fund Shareholders,
In his classic analysis of the history of risk titled Against the Gods, author
Peter Bernstein writes "OVEREMPHASIZING THE PRESENT CAN DISTORT REALITY AND LEAD
TO UNWISE DECISIONS...." Taking care not to overemphasize the present, whether
the bulls are running or the bears are growling, is easier said than done, and
it seems especially difficult when fear is trumping greed. Turmoil in the credit
markets, rising commodity prices, and a slowing economy are real issues that
have ushered in a rapid re-pricing of risk. This re-pricing occurred first in
the credit markets and is quite obviously happening now in the equity markets.
After years when there was virtually no risk perceived in even the most illiquid
of asset classes, markets appear to be entering a phase in which the price of
risk is likely to be overstated, in our view. For long-term investors, this
temporary overshooting of the mean is good news. One of our primary tasks has
always been to price risk, and a market in which risks appear abundant is
precisely the environment that presents the most attractive opportunities for
participants who can accurately parse the real risks from the perceived. We have
spent years searching for good, well-managed businesses at attractive prices,
and it is in times like these when we are more likely to find them.
The Oak Value Fund (the "Fund") lagged a declining broader market during the
first half of the fiscal year, though it generally outperformed relevant
value-style benchmarks and many of our respected like-minded "value" brethren.
In our opinion, this period of unrest and dislocation has provided us with an
expanded near term opportunity set. We will continue to act decisively to take
advantage of the most attractive of such opportunities as "competition for
capital" remains critical to our decision-making on behalf of the Fund. In our
opinion, these will be the seeds for a potentially fruitful harvest.
We have included the Fund's financial statements for the six month period ended
December 31, 2007 as well as other financial and portfolio data in the pages
that follow. As required by law, the Fund made capital gains and ordinary income
distributions during the period as well. Consistent with the practice we
established in prior years, the portfolio commentary contained in this
semi-annual report is limited to a few basic observations. A detailed summary of
the Fund's investment activities is provided in the Investment Adviser's Review
posted on the Fund's website - www.oakvaluefund.com. We encourage you to review
this and other information posted to the site on a regular basis. We thank you
for your continued interest and partnership and welcome your questions and
comments.
Oak Value Fund Co-Managers,
/s/ David R. Carr, Jr. /s/ Larry D. Coats, Jr.
David R. Carr, Jr. Larry D. Coats, Jr.
1
- ---------------------------------------------------------------------------------------------------------------
TOP TEN HOLDINGS AS OF DECEMBER 31, 2007(1)
- ---------------------------------------------------------------------------------------------------------------
COMPANY PRIMARY BUSINESS S&P SECTOR
- ---------------------------------------------------------------------------------------------------------------
3M Co. Manufacturing & Marketing
Technology Products/Services Industrials
- ---------------------------------------------------------------------------------------------------------------
American Express Co. Charge Card, Travel, Network, & Global Payments Financials
- ---------------------------------------------------------------------------------------------------------------
Berkshire Hathaway, Inc. - Class A Insurance, Reinsurance & Capital Allocation Financials
- ---------------------------------------------------------------------------------------------------------------
Cadbury Schweppes PLC - ADR Confectioneries and Non-Alcoholic Beverages Consumer Staples
- ---------------------------------------------------------------------------------------------------------------
E.I. du Pont de Nemours and Co. Chemicals Materials
- ---------------------------------------------------------------------------------------------------------------
E.W. Scripps Co. (The) - Class A Entertainment & Information/Media Consumer Discretionary
- ---------------------------------------------------------------------------------------------------------------
Medtronic, Inc. Medical Device Manufacturer Healthcare
- ---------------------------------------------------------------------------------------------------------------
Microsoft Corp. Computer Software Developer and Manufacturer Information Technology
- ---------------------------------------------------------------------------------------------------------------
Oracle Corp. Database, Middleware, & Application Software Information Technology
- ---------------------------------------------------------------------------------------------------------------
United Technologies Corp. Diversified Manufacturing and Service Industrials
- ---------------------------------------------------------------------------------------------------------------
(1) Top Ten Holdings are presented to illustrate examples of the securities in which the Fund may invest.
Because they are presented as of the dates indicated and change from time to time, they may not be
representative of the Fund's current or future investments. Top Ten Holdings do not include money market
instruments.
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
JULY 1, 2007 - DECEMBER 31, 2007 POSITIONS ADDED
- ---------------------------------------------------------------------------------------------------------------
COMPANY PURCHASED PRIMARY BUSINESS SECTOR CLASSIFICATION
- ---------------------------------------------------------------------------------------------------------------
Ambac Financial Group, Inc. Financial Services & Guarantee Products Financials
- ---------------------------------------------------------------------------------------------------------------
Coach, Inc. Upscale Textile Accessories and Apparel Consumer Discretionary
- ---------------------------------------------------------------------------------------------------------------
Harley Davidson, Inc. Heavyweight High-end Motorcycles Consumer Discretionary
- ---------------------------------------------------------------------------------------------------------------
Moody's Corp. Credit Ratings and Credit Services Financials
- ---------------------------------------------------------------------------------------------------------------
Office Depot, Inc. Office Supply Retail Consumer Discretionary
- ---------------------------------------------------------------------------------------------------------------
Tiffany & Co. Fine Jewelry Consumer Discretionary
- ---------------------------------------------------------------------------------------------------------------
JULY 1, 2007 - DECEMBER 31, 2007 POSITIONS ELIMINATED
- ---------------------------------------------------------------------------------------------------------------
COMPANY SOLD PRIMARY BUSINESS SECTOR CLASSIFICATION
- ---------------------------------------------------------------------------------------------------------------
Apollo Group, Inc. - Class A Education and Training Services Consumer Discretionary
- ---------------------------------------------------------------------------------------------------------------
Constellation Brands, Inc.
- Class A Alcoholic Beverage Production & Marketing Consumer Staples
- ---------------------------------------------------------------------------------------------------------------
IMS Health, Inc. Healthcare Information Services Healthcare
- ---------------------------------------------------------------------------------------------------------------
Office Depot, Inc. Office Supply Retail Consumer Discretionary
- ---------------------------------------------------------------------------------------------------------------
Omnicare, Inc. Geriatric Pharmaceutical Services Healthcare
- ---------------------------------------------------------------------------------------------------------------
Praxair, Inc. Industrial Use Atmospheric and Process Gases Materials
- ---------------------------------------------------------------------------------------------------------------
Important Information:
The Oak Value Fund is distributed by Ultimus Fund Distributors, LLC. The
information presented above is not to be construed as an offer or solicitation
to purchase the Oak Value Fund (the "Fund"), which is offered only by
prospectus. An investor should consider the investment objectives, risks,
charges and expenses of the Fund carefully before investing. The Fund's
prospectus contains this and other important information. To obtain a copy of
the Oak Value Fund's prospectus please visit our website at www.oakvaluefund.com
or call 1-800-622-2474 and a copy will be sent to you free of charge. Please
read the prospectus carefully before you invest. The Letter to Shareholders
seeks to describe some of the Adviser's current opinions and views of the
financial markets. Although the Adviser believes it has a reasonable basis for
any opinions or views expressed, actual results may differ, sometimes
significantly so, from those expected or expressed.
2
OAK VALUE FUND
PERFORMANCE INFORMATION (UNAUDITED)
================================================================================
COMPARISON OF THE CHANGE IN VALUE OF A $10,000 INVESTMENT
IN THE OAK VALUE FUND AND THE S&P 500 INDEX
[GRAPHIC OMITTED]
OAK VALUE FUND S&P 500 INDEX
--------------- --------------------
DATE VALUE DATE VALUE
---- ----- ---- -----
12/31/97 $ 10,000 12/31/97 $ 10,000
06/30/98 11,749 06/30/98 11,771
12/31/98 11,893 12/31/98 12,858
06/30/99 12,548 06/30/99 14,450
12/31/99 11,521 12/31/99 15,563
06/30/00 11,556 06/30/00 15,497
12/31/00 13,614 12/31/00 14,146
06/30/01 14,251 06/30/01 13,199
12/31/01 13,550 12/31/01 12,465
06/30/02 11,855 06/30/02 10,825
12/31/02 10,252 12/31/02 9,710
06/30/03 12,169 06/30/03 10,852
12/31/03 13,544 12/31/03 12,495
06/30/04 13,806 06/30/04 12,926
12/31/04 14,624 12/31/04 13,855
06/30/05 14,662 06/30/05 13,743
12/31/05 14,424 12/31/05 14,536
06/30/06 14,418 06/30/06 14,929
12/31/06 16,469 12/31/06 16,832
06/30/07 18,028 06/30/07 18,003
12/31/07 17,272 12/31/07 17,756
PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
----------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURNS(A)
- ------------------------------------------------------------------------------------------------------------------------------
SINCE
CALENDAR CALENDAR CALENDAR CALENDAR CALENDAR CALENDAR CALENDAR CALENDAR CALENDAR CALENDAR INCEPTION*
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 (AS OF 12/31/07)
- ------------------------------------------------------------------------------------------------------------------------------
Oak Value Fund 18.93% -3.12% 18.17% -0.47% -24.34% 32.11% 7.97% -1.37% 14.18% 4.87% 375.09%(B)
S&P 500 Index 28.58% 21.04% -9.10% -11.89% -22.10% 28.68% 10.88% 4.91% 15.79% 5.49% 345.23%(B)
- ------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS(A)
- --------------------------------------------------------------------------------------
FOR THE PERIODS ENDED DECEMBER 31, 2007
-----------------------------------------------------------
SINCE
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS INCEPTION*
- --------------------------------------------------------------------------------------
Oak Value Fund........ 4.87% 5.70% 10.99% 5.62% 10.99%
S&P 500 Index......... 5.49% 8.62% 12.83% 5.91% 10.50%
- --------------------------------------------------------------------------------------
* Inception date of the Oak Value Fund was January 18, 1993.
(A) The returns shown do not reflect the deduction of taxes a shareholder
would pay on Fund distributions or the redemption of Fund shares.
(B) Not annualized.
3
OAK VALUE FUND
PORTFOLIO INFORMATION
DECEMBER 31, 2007 (UNAUDITED)
================================================================================
DISTRIBUTION BY BUSINESS CATEGORY (% OF NET ASSETS)
[PIE CHART OMITTED]
Consumer Related 20.1%
Finance Related 30.5%
Health Care 9.2%
Industrials 13.9%
Information Technology 19.1%
Materials 4.8%
Cash Equivalents 2.4%
TEN LARGEST HOLDINGS
COMPANY % OF NET ASSETS
--------------------------------------------------
Berkshire Hathaway, Inc. - Class A 9.87%
United Technologies Corp. 6.10%
American Express Co. 6.03%
Cadbury Schweppes PLC - ADR 6.00%
3M Co. 5.60%
Microsoft Corp. 5.31%
Medtronic, Inc. 5.11%
E.W. Scripps Co. (The) - Class A 4.89%
E.I. du Pont de Nemours and Co. 4.78%
Oracle Corp. 4.78%
4
OAK VALUE FUND
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2007 (UNAUDITED)
================================================================================
SHARES COMMON STOCKS -- 97.6% VALUE
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 14.1%
129,300 Coach, Inc.(A) ................................. $ 3,953,994
129,495 E.W. Scripps Co. (The) - Class A ............... 5,828,570
64,050 Harley Davidson, Inc. .......................... 2,991,775
54,275 Tiffany & Co. .................................. 2,498,278
33,787 Viacom, Inc. - Class B (A) ..................... 1,483,925
------------
16,756,542
------------
CONSUMER STAPLES -- 6.0%
144,800 Cadbury Schweppes PLC - ADR .................... 7,148,776
------------
FINANCIALS -- 30.5%
75,575 AFLAC, Inc. .................................... 4,733,262
91,400 Ambac Financial Group, Inc. .................... 2,355,378
138,050 American Express Co. ........................... 7,181,361
56,450 AON Corp. ...................................... 2,692,100
83 Berkshire Hathaway, Inc. - Class A (A) ......... 11,752,800
51,550 Capital One Financial Corp. .................... 2,436,253
74,750 Moody's Corp. .................................. 2,668,575
66,350 Willis Group Holdings Ltd. ..................... 2,519,310
------------
36,339,039
------------
HEALTH CARE -- 9.2%
73,200 Johnson & Johnson .............................. 4,882,440
120,950 Medtronic, Inc. ................................ 6,080,157
------------
10,962,597
------------
INDUSTRIALS -- 13.9%
79,075 3M Co. ......................................... 6,667,604
37,650 United Parcel Services - Class B ............... 2,662,608
94,875 United Technologies Corp. ...................... 7,261,733
------------
16,591,945
------------
INFORMATION TECHNOLOGY -- 19.1%
151,625 eBay, Inc.(A) .................................. 5,032,434
136,124 Fidelity National Information Services, Inc. ... 5,661,397
177,725 Microsoft Corp. ................................ 6,327,010
252,075 Oracle Corp. (A) ............................... 5,691,854
------------
22,712,695
------------
MATERIALS -- 4.8%
129,200 E.I. du Pont de Nemours and Co. ................ 5,696,428
------------
TOTAL COMMON STOCKS (Cost $90,985,303) ........ $116,208,022
------------
5
OAK VALUE FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
================================================================================
SHARES CASH EQUIVALENTS -- 0.2% VALUE
- --------------------------------------------------------------------------------
228,471 First American Government Obligations Fund -
Class Y (Cost $228,471) ........................ $ 228,471
------------
TOTAL INVESTMENTS AT VALUE -- 97.8%
(Cost $91,213,774) ............................. $116,436,493
OTHER ASSETS IN EXCESS OF LIABILITIES -- 2.2% .. 2,646,304
------------
NET ASSETS -- 100.0% ........................... $119,082,797
============
(A) Non-income producing security.
ADR - American Depositary Receipt
See accompanying notes to financial statements.
6
OAK VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2007 (UNAUDITED)
================================================================================
ASSETS
Investments in securities:
At cost ................................................... $ 91,213,774
=============
At market value (Note 1) .................................. $ 116,436,493
Receivable for investment securities sold .................... 3,154,177
Receivable for capital shares sold ........................... 7,849
Dividends receivable ......................................... 45,502
Other assets ................................................. 36,049
-------------
TOTAL ASSETS .............................................. 119,680,070
-------------
LIABILITIES
Payable for capital shares redeemed .......................... 458,108
Accrued investment advisory fees (Note 3) .................... 94,345
Payable to administrator (Note 3) ............................ 17,299
Other accrued expenses and liabilities ....................... 27,521
-------------
TOTAL LIABILITIES ......................................... 597,273
-------------
NET ASSETS ................................................... $ 119,082,797
=============
Net assets consist of:
Paid-in capital .............................................. $ 91,465,619
Accumulated net investment loss .............................. (98,726)
Accumulated net realized gains from security transactions .... 2,493,185
Net unrealized appreciation on investments ................... 25,222,719
-------------
Net assets ................................................... $ 119,082,797
=============
Shares of beneficial interest outstanding (unlimited number
of shares authorized, no par value).. .................... 5,264,951
=============
Net asset value, offering price and redemption price
per share (A) ............................................. $ 22.62
=============
(A) Redemption price may differ from the net asset value per share depending
upon the length of time the shares are held (Note 1).
See accompanying notes to financial statements.
7
OAK VALUE FUND
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2007 (UNAUDITED)
================================================================================
INVESTMENT INCOME
Dividends ................................................... $ 808,752
------------
EXPENSES
Investment advisory fees (Note 3) ........................... 603,099
Transfer agent and shareholder services fees (Note 3) ....... 61,640
Administration fees (Note 3) ................................ 56,222
Trustees' fees and expenses ................................. 46,403
Postage and supplies ........................................ 26,605
Professional fees ........................................... 22,771
Fund accounting fees (Note 3) ............................... 18,634
Registration fees ........................................... 13,419
Insurance expense ........................................... 13,125
Compliance service fees (Note 3) ............................ 10,654
Custodian fees .............................................. 10,052
Printing of shareholder reports ............................. 6,098
Interest expense (Note 4) ................................... 559
Other expenses .............................................. 18,197
------------
TOTAL EXPENSES ........................................... 907,478
------------
NET INVESTMENT LOSS ......................................... (98,726)
------------
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized gains from security transactions ............... 12,977,245
Net change in unrealized appreciation/
depreciation on investments .............................. (18,528,607)
------------
NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS ........... (5,551,362)
------------
NET DECREASE IN NET ASSETS FROM OPERATIONS .................. $ (5,650,088)
============
See accompanying notes to financial statements.
8
OAK VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
==========================================================================================================
SIX MONTHS
ENDED YEAR
DECEMBER 31, ENDED
2007 JUNE 30,
(UNAUDITED) 2007
- ----------------------------------------------------------------------------------------------------------
FROM OPERATIONS
Net investment loss ............................................... $ (98,726) $ (259,562)
Net realized gains from security transactions ..................... 12,977,245 43,370,966
Net change in unrealized appreciation/depreciation on investments . (18,528,607) (8,062,465)
------------- -------------
Net increase (decrease) in net assets from operations ................ (5,650,088) 35,048,939
------------- -------------
DISTRIBUTIONS TO SHAREHOLDERS
From net investment income ........................................ -- (446)
From net realized gains from security transactions ................ (10,479,253) (43,116,232)
------------- -------------
Net decrease in net assets from distributions to shareholders ........ (10,479,253) (43,116,678)
------------- -------------
FROM CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ......................................... 2,140,578 17,453,371
Reinvestment of distributions to shareholders ..................... 10,212,994 42,229,998
Proceeds from redemption fees collected (Note 1) .................. 3,744 63,530
Payments for shares redeemed ...................................... (19,484,643) (110,363,326)
------------- -------------
Net decrease in net assets from capital share transactions ........... (7,127,327) (50,616,427)
------------- -------------
NET DECREASE IN NET ASSETS ........................................... (23,256,668) (58,684,166)
NET ASSETS
Beginning of period ............................................... 142,339,465 201,023,631
------------- -------------
End of period ..................................................... $ 119,082,797 $ 142,339,465
============= =============
ACCUMULATED NET INVESTMENT LOSS ...................................... $ (98,726) $ --
============= =============
SUMMARY OF CAPITAL SHARE ACTIVITY
Shares sold ....................................................... 85,887 594,036
Shares reinvested ................................................. 455,937 1,587,288
Shares redeemed ................................................... (793,192) (3,844,593)
------------- -------------
Net decrease in shares outstanding ................................ (251,368) (1,663,269)
Shares outstanding, beginning of period ........................... 5,516,319 7,179,588
------------- -------------
Shares outstanding, end of period ................................. 5,264,951 5,516,319
============= =============
See accompanying notes to financial statements.
9
OAK VALUE FUND
FINANCIAL HIGHLIGHTS
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
============================================================================================================================
SIX MONTHS
ENDED YEAR YEAR YEAR YEAR YEAR
DECEMBER 31, ENDED ENDED ENDED ENDED ENDED
2007 JUNE 30, JUNE 30, JUNE 30, JUNE 30, JUNE 30,
(UNAUDITED) 2007 2006 2005 2004 2003
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value at
beginning of period ............. $ 25.80 $ 28.00 $ 30.82 $ 29.02 $ 25.58 $ 24.92
---------- ---------- ---------- ---------- ---------- ----------
Income (loss) from investment
operations:
Net investment income (loss) .... (0.02) (0.05) 0.08 (0.12) (0.15) (0.07)
Net realized and unrealized gains
(losses) on investments ...... (1.08) 6.61 (0.60) 1.92 3.59 0.73
---------- ---------- ---------- ---------- ---------- ----------
Total from investment operations .. (1.10) 6.56 (0.52) 1.80 3.44 0.66
---------- ---------- ---------- ---------- ---------- ----------
Less distributions:
From net investment income ...... -- (0.00)(A) (0.08) -- -- --
From net realized gains from
security transactions ........ (2.08) (8.77) (2.22) -- -- --
---------- ---------- ---------- ---------- ---------- ----------
Total distributions ............... (2.08) (8.77) (2.30) -- -- --
---------- ---------- ---------- ---------- ---------- ----------
Proceeds from redemption
fees collected (Note 1) ......... 0.00(A) 0.01 0.00(A) 0.00(A) 0.00(A) --
---------- ---------- ---------- ---------- ---------- ----------
Net asset value at end of period .. $ 22.62 $ 25.80 $ 28.00 $ 30.82 $ 29.02 $ 25.58
========== ========== ========== ========== ========== ==========
Total return(B) ................... (4.20%)(C) 25.03% (1.66%) 6.20% 13.45% 2.65%
========== ========== ========== ========== ========== ==========
Net assets at end of period (000's) $ 119,083 $ 142,339 $ 201,024 $ 248,782 $ 259,488 $ 272,582
========== ========== ========== ========== ========== ==========
Ratio of expenses to
average net assets .............. 1.36%(D) 1.35% 1.29% 1.25% 1.25% 1.36%
Ratio of net investment income
(loss) to average net assets .... (0.15%)(D) (0.16%) 0.24% (0.39%) (0.52%) (0.33%)
Portfolio turnover rate ........... 30%(C) 44% 29% 29% 24% 28%
(A) Amount rounds to less than $0.01 per share.
(B) Total return is a measure of the change in value of an investment in the
Fund over the periods covered, which assumes any dividends or capital
gains distributions are reinvested in shares of the Fund. Returns shown do
not reflect the deduction of taxes a shareholder would pay on Fund
distributions or the redemption of Fund shares.
(C) Not annualized.
(D) Annualized.
See accompanying notes to financial statements.
10
OAK VALUE FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 (UNAUDITED)
================================================================================
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Oak Value Fund (the "Fund") is a diversified series of Oak Value Trust (the
"Trust"). The Trust, registered as an open-end management investment company
under the Investment Company Act of 1940 was organized as a Massachusetts
business trust on March 3, 1995. The Fund began operations on January 18, 1993
as a series of the Albemarle Investment Trust.
The Fund's investment objective is to seek capital appreciation primarily
through investments in equity securities, consisting of common and preferred
stocks and securities convertible into common stocks traded in domestic and
foreign markets.
The following is a summary of the Fund's significant accounting policies:
SECURITIES VALUATION -- The Fund's portfolio securities are valued as of the
close of business of the regular session of the principal exchange where the
security is traded. Securities traded on a national stock exchange are valued
based upon the closing price on the principal exchange where the security is
traded. Securities which are quoted by NASDAQ are valued at the NASDAQ Official
Closing Price. Securities which are traded over-the-counter are valued at the
last sales price, if available, otherwise, at the last quoted bid price. In the
event that market quotations are not readily available, securities are valued at
fair value as determined in accordance with procedures adopted in good faith by
the Board of Trustees. Such methods of fair valuation may include, but are not
limited to: multiple of earnings, discount from market of a similar freely
traded security, or a combination of these or other methods. The fair value of
securities with remaining maturities of 60 days or less has been determined in
good faith by the Board of Trustees to be represented by amortized cost value,
absent unusual circumstances.
SHARE VALUATION -- The net asset value per share of the Fund is calculated daily
by dividing the total value of the Fund's assets, less liabilities, by the
number of shares outstanding. The offering price and redemption price per share
of the Fund is equal to the net asset value per share, except that shares of the
Fund are subject to a redemption fee of 2% if redeemed within 90 days of the
date of purchase. During the periods ended December 31, 2007 and June 30, 2007,
proceeds from redemption fees totaled $3,744 and $63,530, respectively.
REPURCHASE AGREEMENTS -- The Fund may enter into repurchase agreements from
financial institutions such as banks and broker-dealers that the Trust's
investment adviser deems creditworthy under the guidelines approved by the Board
of Trustees, subject to the seller's agreement to repurchase such securities at
a mutually agreed-upon date and price. The repurchase price generally equals the
price paid by the Fund plus interest negotiated on the basis of current
short-term rates, which may be more or less than the rate on the underlying
portfolio securities. The seller under a repurchase agreement is required to
maintain the value of collateral held pursuant to the agreement at not less than
the repurchase price (including accrued interest).
INVESTMENT INCOME -- Interest income is accrued as earned. Dividend income is
recorded on the ex-dividend date.
DISTRIBUTIONS TO SHAREHOLDERS -- Dividends arising from net investment income,
if any, are declared and paid semi-annually to shareholders of the Fund. Net
realized short-term capital gains, if any, may be distributed throughout the
year and net realized long-term capital gains, if any, are distributed at least
once each year. The amount of distributions from net investment income and net
realized capital gains are determined in accordance with federal income tax
regulations which may differ from accounting principles generally accepted in
the United States of America ("GAAP"). These "book/tax" differences are either
11
OAK VALUE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
temporary or permanent in nature and are primarily due to losses deferred due to
wash sales. The tax character of distributions paid during the six months ended
December 31, 2007 was $268,376 of ordinary income and $10,210,877 of long-term
capital gains. The tax character of distributions paid during the year ended
June 30, 2007 was $5,256,740 of ordinary income and $37,859,938 of long-term
capital gains. Dividends and distributions to shareholders are recorded on the
ex-dividend date.
SECURITY TRANSACTIONS -- Security transactions are accounted for on trade date.
Gains and losses on securities sold are determined on a specific identification
basis.
ESTIMATES -- The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
income and expenses during the reporting period. Actual results could differ
from those estimates.
FEDERAL INCOME TAX -- It is the Fund's policy to comply with the special
provisions of Subchapter M of the Internal Revenue Code applicable to regulated
investment companies. As provided therein, in any fiscal year in which the Fund
so qualifies and distributes at least 90% of its taxable net income, the Fund
(but not the shareholders) will be relieved of federal income tax on the income
distributed. Accordingly, no provision for income taxes has been made.
In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also the Fund's intention to declare as dividends in
each calendar year at least 98% of its net investment income (earned during the
calendar year) and 98% of its net realized capital gains (earned during the
twelve months ended October 31) plus undistributed amounts from prior years.
The following information is computed on a tax basis for each item as December
31, 2007:
- --------------------------------------------------------------------------------
Tax cost of portfolio investments ...................... $ 91,314,470
============
Gross unrealized appreciation .......................... $ 28,606,231
Gross unrealized depreciation .......................... (3,484,208)
------------
Net unrealized appreciation ............................ $ 25,122,023
Accumulated ordinary loss .............................. (98,726)
Other gains ............................................ 2,593,881
------------
Total distributable earnings ........................... $ 27,617,178
============
- --------------------------------------------------------------------------------
The difference between the federal income tax cost of portfolio of investments
and the financial statement cost is due to certain timing differences in the
recognition of capital losses under income tax regulations and accounting
principles generally accepted in the United States of America. These "book/tax"
differences are temporary in nature and are primarily due to the tax deferral of
losses on wash sales.
On July 13, 2006, the Financial Accounting Standards Board ("FASB") released
Interpretation No. 48 ("FIN 48") "Accounting for Uncertainty in Income Taxes."
FIN 48 provides guidance for how uncertain tax positions should be recognized,
measured, presented and disclosed in the financial statements. FIN 48 requires
the evaluation of tax positions taken in the course of preparing the Fund's tax
returns to determine whether the tax positions are "more-likely-than-not" of
being sustained by the applicable tax authority. Tax positions not deemed to
meet the more-likely-than-not threshold would be recorded as a tax benefit or
expense in the current year. Adoption of FIN 48 is required for fiscal years
beginning after December 15, 2006 and is to be applied to all open tax years as
of the effective date. Recent SEC guidance allows implementing FIN 48 in the
Fund's net asset value calculations as late as the Fund's last such calculation
in the first required financial statement reporting period. As a result, the
Fund has adopted FIN 48 with this Semi-Annual report. Based on management's
analysis, the adoption of FIN 48 did not have a material impact on the financial
statements.
12
OAK VALUE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
The statute of limitations on the Fund's tax returns remains open for the years
ended June 30, 2005 through June 30, 2007. Additionally, management does not
anticipate FIN 48 having a material impact on the financial statements for the
year ended June 30, 2008.
2. INVESTMENT TRANSACTIONS
During the six months ended December 31, 2007, cost of purchases and proceeds
from sales and maturities of investment securities, excluding short-term
investments, amounted to $39,419,043 and $59,750,269, respectively.
3. TRANSACTIONS WITH AFFILIATES
The Fund's investments are managed by Oak Value Capital Management, Inc. (the
"Adviser") under the terms of an Investment Advisory Agreement. Under the
Investment Advisory Agreement, the Fund pays the Adviser a fee, which is
computed and accrued daily and paid monthly, at an annual rate of 0.90% of the
Fund's average daily net assets.
Certain Trustees and officers of the Trust are also officers of the Adviser or
of Ultimus Fund Solutions, LLC ("Ultimus"), the Fund's administrator, transfer
agent and fund accounting services agent. Such Trustees and officers receive no
direct payments or fees from the Trust for serving as officers.
Under the terms of an Administration Agreement with the Trust, Ultimus provides
internal regulatory compliance services and executive and administrative
services. Ultimus supervises the preparation of tax returns, reports to
shareholders of the Fund, reports to and filings with the Securities and
Exchange Commission and state securities commissions, and materials for meetings
of the Board of Trustees. For the performance of these services, the Fund pays
Ultimus a fee at the annual rate of .10% of the average value of its daily net
assets up to $50 million, .075% of such assets from $50 million to $200 million
and .05% of such assets in excess of $200 million, provided, however, that the
minimum fee is $2,000 per month.
Under the terms of a Transfer Agent and Shareholder Services Agreement with the
Trust, Ultimus maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution disbursing
agent and performs other shareholder service functions. Ultimus receives from
the Fund for its services as transfer agent a fee payable monthly at an annual
rate of $16 per account, provided, however, that the minimum fee is $2,000 per
month. In addition, the Fund pays out-of-pocket expenses, including but not
limited to, postage and supplies. Accordingly, during the six months ended
December 31, 2007, Ultimus was paid $23,249 of transfer agent and shareholder
services fees.
The Fund has entered into agreements with certain financial intermediaries to
provide record keeping, processing, shareholder communications and other
services to the Fund. These services would be provided by the Fund if the shares
were held in accounts registered directly with the Fund's transfer agent.
Accordingly, the Fund pays a fee to such service providers in an amount
equivalent to or less than the per account fee paid to the transfer agent.
During the six months ended December 31, 2007, the Fund paid $38,391 for such
services. These fees are included as "Transfer agent and shareholder services
fees" on the Statement of Operations.
Under the terms of a Fund Accounting Agreement with the Trust, Ultimus
calculates the daily net asset value per share and maintains such books and
records as are necessary to enable Ultimus to perform its duties. For these
services, the Fund pays Ultimus a base fee of $2,000 per month, plus an
asset-based fee at the annual rate of .01% of the average value of its daily net
assets up to $500 million and .005% of such assets in excess of $500 million. In
addition, the Fund pays all costs of external pricing services.
13
OAK VALUE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
Under the terms of a Compliance Consulting Agreement with the Trust, Ultimus
provides an individual with the requisite background and familiarity with the
Federal Securities Laws to serve as the Chief Compliance Officer and to
administer the Trust's compliance policies and procedures. For these services,
the Fund pays Ultimus a base fee of $1,500 per month, plus an asset-based fee at
the annual rate of .01% of the average value of its daily net assets from $100
million to $500 million, .005% of such assets from $500 million to $1 billion
and .0025% of such assets in excess of $1 billion. In addition, the Fund
reimburses Ultimus for its reasonable out-of-pocket expenses, if any, relating
to these compliance services.
4. BANK LINE OF CREDIT
The Fund has an unsecured $25,000,000 bank line of credit. Borrowings under this
arrangement bear interest at a rate per annum equal to Prime Rate minus 0.50%.
During the six months ended December 31, 2007, the Fund incurred $559 of
interest expense related to borrowings under the line of credit. Average debt
outstanding during the six months ended December 31, 2007 was $15,072. As of
December 31, 2007, the Fund had no outstanding borrowings.
5. CONTINGENCIES AND COMMITMENTS
The Fund indemnifies the Trust's officers and Trustees for certain liabilities
that might arise from their performance of their duties to the Fund.
Additionally, in the normal course of business the Fund enters into contracts
that contain a variety of representations and warranties and which provide
general indemnifications. The Fund's maximum exposure under these arrangements
is unknown, as this would involve future claims that may be made against the
Fund that have not yet occurred. However, based on experience, the Fund expects
the risk of loss to be remote.
6. ACCOUNTING PRONOUNCEMENT
In September 2006, the FASB issued Statement on Financial Accounting Standards
("SFAS") No. 157, "Fair Value Measurements." This standard establishes a single
authoritative definition of fair value, sets out a framework for measuring fair
value and requires additional disclosures about fair value measurements. SFAS
No. 157 applies to fair value measurements already required or permitted by
existing standards. SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007 and interim periods within
those fiscal years. The changes to current generally accepted accounting
principles from the application of SFAS No. 157 relate to the definition of fair
value, the methods used to measure fair value, and the expanded disclosures
about fair value measurements. As of December 31, 2007, the Fund does not
believe the adoption of SFAS No. 157 will impact the amounts reported in the
financial statements, however, additional disclosures may be required about the
inputs used to develop the measurements and the effect of certain of the
measurements reported on the statement of changes in net assets for a fiscal
period.
14
OAK VALUE FUND
ABOUT YOUR FUND'S EXPENSES (UNAUDITED)
================================================================================
We believe it is important for you to understand the impact of costs on your
investment. As a shareholder of the Fund, you incur two types of costs: (1)
transaction costs, including redemption fees; and (2) ongoing costs, including
management fees and other Fund expenses. The following examples are intended to
help you understand your ongoing costs (in dollars) of investing in the Fund and
to compare these costs with the ongoing costs of investing in other mutual
funds.
A mutual fund's ongoing costs are expressed as a percentage of its average net
assets. This figure is known as the expense ratio. The expenses in the table
below are based on an investment of $1,000 made at the beginning of the most
recent semi-annual period (July 1, 2007) and held until the end of the period
(December 31, 2007).
The table below illustrates the Fund's costs in two ways:
ACTUAL FUND RETURN - This section helps you to estimate the actual expenses that
you paid over the period. The "Ending Account Value" shown is derived from the
Fund's actual return, and the third column shows the dollar amount of operating
expenses that would have been paid by an investor who started with $1,000 in the
Fund. You may use the information here, together with the amount you invested,
to estimate the expenses that you paid over the period.
To do so, simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by the number
given for the Fund under the heading "Expenses Paid During Period."
HYPOTHETICAL 5% RETURN - This section is intended to help you compare the Fund's
costs with those of other mutual funds. It assumes that the Fund had an annual
return of 5% before expenses during the period shown, but that the expense ratio
is unchanged. In this case, because the return used is not the Fund's actual
return, the results do not apply to your investment. The example is useful in
making comparisons because the Securities and Exchange Commission requires all
mutual funds to calculate expenses based on a 5% return. You can assess the
Fund's costs by comparing this hypothetical example with the hypothetical
examples that appear in shareholder reports of other funds.
Note that expenses shown in the table are meant to highlight and help you
compare ongoing costs only. The Fund does not impose any sales charges. However,
a redemption fee of 2% is applied on the sale of shares sold within 90 days of
the date of purchase. The redemption fee does not apply to the redemption of
shares acquired through reinvestment of dividends and other distributions.
The calculations assume no shares were bought or sold during the period. Your
actual costs may have been higher or lower, depending on the amount of your
investment and the timing of any purchases or redemptions.
More information about the Fund's expenses, including annual expense ratios for
the prior five fiscal years, can be found in this report. For additional
information on operating expenses and other shareholder costs, please refer to
the Fund's prospectus.
- --------------------------------------------------------------------------------
Beginning Ending
Account Value Account Value Expenses Paid
July 1, 2007 December 31, 2007 During Period*
- --------------------------------------------------------------------------------
Based on Actual Fund Return $1,000.00 $ 958.00 $6.71
Based on Hypothetical 5%
Return (before expenses) $1,000.00 $1,018.35 $6.92
- --------------------------------------------------------------------------------
* Expenses are equal to the annualized expense ratio of 1.36% for the
period, multiplied by the average account value over the period,
multiplied by 184/365 (to reflect the one-half year period).
15
OAK VALUE FUND
OTHER INFORMATION (UNAUDITED)
================================================================================
A description of the policies and procedures the Fund uses to determine how to
vote proxies relating to portfolio securities is available without charge upon
request by calling toll-free 1-800-622-2474, or on the Securities and Exchange
Commission's ("SEC") website at http://www.sec.gov. Information regarding how
the Fund voted proxies relating to portfolio securities during the most recent
12-month period ended June 30 is also available without charge upon request by
calling toll-free 1-800-622-2474, or on the SEC's website http://www.sec.gov.
The Trust files a complete listing of portfolio holdings for the Fund with the
SEC as of the end of the first and third quarters of each fiscal year on Form
N-Q. The filings are available without charge upon request, by calling
1-800-622-2474. Furthermore, you will be able to obtain a copy of the filings on
the SEC's website at http://www.sec.gov. The Trust's Forms N-Q may also be
reviewed and copied at the SEC's Public Reference Room in Washington, DC, and
information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.
16
OAK VALUE FUND
APPROVAL OF ADVISORY AGREEMENT (UNAUDITED)
================================================================================
The Board of Trustees of the Trust, with the Independent Trustees voting
separately, has approved the continuance of the Fund's Investment Advisory
Agreement (the "Agreement") with the Adviser. Approval took place at a meeting
held on November 13, 2007, at which all of the Trustees were present.
The Independent Trustees were advised by counsel of their fiduciary obligations
in approving the Agreement, and the Trustees requested such information from the
Adviser as they deemed reasonably necessary to evaluate the terms of the
Agreement and whether the Agreement will continue to be in the best interests of
the Fund and its shareholders. The Trustees reviewed: (i) the nature, extent and
quality of the services provided by the Adviser; (ii) the investment performance
of the Fund and theAdviser; (iii) the costs of the services provided and the
profits realized by theAdviser from its relationship with the Fund; (iv) the
extent to which economies of scale would be realized as the Fund grows; and (v)
whether fee levels reflect these economies of scale for the benefit of the
Fund's shareholders. The Trustees reviewed the background, qualifications,
education and experience of the Adviser's portfolio managers, research staff and
support personnel and the operations and ownership of the Adviser. The Trustees
also reviewed the responsibilities of theAdviser under theAgreement and
considered the quality of the advisory services provided to the Trust, including
the Adviser's intensive research process and its practices with regards to
shareholder protection, shareholder services and communications, and compliance.
The Independent Trustees were advised and supported by counsel experienced in
securities matters throughout the process. Prior to voting, the Independent
Trustees reviewed and discussed the proposed continuance of theAgreement with
management of the Adviser.
The Adviser provided the Board with extensive information to assist the Trustees
with analyzing the Fund's performance over various periods. The Fund's returns
for periods ended June 30, 2007 were compared to the returns of its benchmark
index and similarly managed mutual funds. These analyses and comparisons showed
that both the short-term (1 year) performance and the long-term (10-year)
performance of the Fund has been superior to the S&P 500 Index and the average
of Large Cap Blend Funds as categorized by Morningstar. Based upon their review,
the Trustees found that the Adviser has provided high-quality advisory services
and has consistently adhered to the stated investment objective and strategies
of the Fund.
In reviewing the advisory fees and the total expense ratio of the Fund, the
Trustees were provided with comparative expense and advisory fee information for
other similarly situated mutual funds, categorized both by fund size and by
investment style. The Trustees also considered the "fallout benefits" received
by the Adviser in its management of the Fund, including certain research
services received as a result of placement of the Fund's brokerage, but, given
the amounts involved, viewed these as secondary factors in connection with the
reasonableness of the advisory fees being paid by the Fund. The Trustees
concluded that, based upon the investment strategies and the long-term
performance of the Fund, the advisory fees paid by the Fund are reasonable.
The Trustees reviewed a recent balance sheet of the Adviser and a statement of
the Adviser's revenues and estimated expenses with respect to its management of
the Fund during the Fund's fiscal year ended June 30, 2007. The Trustees also
reviewed the Fund's brokerage costs and determined that the brokerage
commissions negotiated by the Adviser on behalf of the Fund are competitive with
industry averages.
17
OAK VALUE FUND
APPROVAL OF ADVISORY AGREEMENT (UNAUDITED)
(CONTINUED)
================================================================================
The Independent Trustees concluded that: (i) based on the long-term performance
and risk characteristics of the Fund, the effectiveness of the Fund in achieving
its stated objective, and the Adviser's proactive stance regarding shareholder
protections, compliance and communication to shareholders, they believe the
Adviser has provided high quality services; (ii) the Fund has provided investors
with good investment returns, as its performance for one year, ten years and
since inception (computed over periods ended June 30, 2007) exceeded the returns
of its benchmark, the S&P 500 Index; (iii) in their view, the nature of the
research services provided by the Adviser, which are broad and sophisticated,
are necessary to manage the Fund; (iv) although the advisory fees and overall
operating expenses of the Fund are in the higher range of fees and expenses for
mutual funds of similar size and similar investment goals, the Trustees believe
that the scope and quality of services provided by the Adviser, which exceed the
norm, support the appropriateness of the advisory fees payable by the Fund; and
(v) given the current and projected asset levels in the Fund, it would not be
relevant to consider the extent to which economies of scale would be realized as
the Fund grows, and whether fee levels reflect these economies of scale. The
Independent Trustees also reviewed and considered the profitability of the
Adviser with regards to its management of the Fund, concluding that the
Adviser's profitability was not excessive given the high quality and scope of
services provided by the Adviser and the long-term investment performance of the
Fund. The Independent Trustees agreed that it is not appropriate to introduce
fee breakpoints at the present time. The Trustees noted, however, that if the
Fund grows significantly in assets, it may become necessary for the Adviser to
consider adding fee breakpoints to the Agreement.
No single factor was considered in isolation or to be determinative to the
decision of the Independent Trustees to approve continuance of the Agreement.
Rather, the Independent Trustees concluded, in light of a weighing and balancing
of all factors considered, that the advisory fees payable by the Fund under the
Agreement are fair and reasonable. The Independent Trustees determined that it
would be in the best interests of the Fund and its shareholders for theAdviser
to continue to serve as investment adviser and voted to renew the Agreement for
an additional annual period.
18
OAK VALUE FUND
INVESTMENT ADVISER
Oak Value Capital Management, Inc.
3100 Tower Boulevard, Suite 700
Durham, North Carolina 27707
1-800-680-4199
www.oakvaluefund.com
ADMINISTRATOR
Ultimus Fund Solutions, LLC
225 Pictoria Drive, Suite 450
Cincinnati, Ohio 45246
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Briggs, Bunting & Dougherty, LLP
Two Penn Center
Suite 820
Philadelphia, Pennsylvania 19102
CUSTODIAN
US Bank, N.A.
425 Walnut Street
Cincinnati, Ohio 45202
BOARD OF TRUSTEES
Joseph T. Jordan, Jr., Chairman
C. Russell Bryan
Larry D. Coats, Jr.
John M. Day
Charles T. Manatt
OFFICERS
Larry D. Coats, Jr., President
Margaret C. Landis, Vice President
Robert G. Dorsey, Vice President
Mark J. Seger, Treasurer/
Chief Compliance Officer
John F. Splain, Secretary
This report is for the information of the shareholders of the Oak Value Fund. It
may not be distributed to prospective investors unless it is preceded or
accompanied by the current fund prospectus.
ITEM 2. CODE OF ETHICS.
Not required
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not required
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not required
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable
ITEM 6. SCHEDULE OF INVESTMENTS.
Not applicable [schedule filed with Item 1]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The registrant's governance, nomination and compensation committee will consider
shareholder recommendations to fill vacancies on the registrant's board of
trustees if such recommendations are submitted in writing and addressed to the
committee at the registrant's offices. The committee may adopt, by resolution, a
policy regarding its procedures for considering candidates for the board of
trustees, including any recommended by shareholders.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Based on their evaluation of the registrant's disclosure controls and
procedures (as defined in Rule 30a-3(c) under the Investment Company Act of
1940) as of a date within 90 days of the filing date of this report, the
registrant's principal executive officer and principal financial officer have
concluded that such disclosure controls and procedures are reasonably designed
and are operating effectively to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to them
by others within those entities, particularly during the period in which this
report is being prepared, and that the information required in filings on Form
N-CSR is recorded, processed, summarized, and reported on a timely basis.
(b) There were no changes in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940)
that occurred during the second fiscal quarter of the period covered by this
report that have materially affected, or are reasonably likely to materially
affect, the registrant's internal control over financial reporting.
ITEM 12. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit: Not required
(a)(2) A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule 30a-2(a) under
the Act (17 CFR 270.30a-2(a)): Attached hereto
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under
the Act (17 CFR 270.23c-1) sent or given during the period covered by the report
by or on behalf of the registrant to 10 or more persons: Not applicable
(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR
270.30a-2(b)): Attached hereto
Exhibit 99.CERT Certifications required by Rule 30a-2(a) under the Act
Exhibit 99.906CERT Certifications required by Rule 30a-2(b) under the Act
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Oak Value Trust
-------------------------------------------------------------------
By (Signature and Title)* /s/ Larry D. Coats, Jr.
-----------------------------------------------------
Larry D. Coats, Jr., President
Date February 21, 2008
---------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Larry D. Coats, Jr.
-----------------------------------------------------
Larry D. Coats, Jr., President
Date February 21, 2008
---------------------------------
By (Signature and Title)* /s/ Mark J. Seger
-----------------------------------------------------
Mark J. Seger, Treasurer
Date February 21, 2008
---------------------------------
* Print the name and title of each signing officer under his or her signature.