OAK ASSOCIATES FUNDS
FINANCIAL OFFICER CODE OF ETHICS
I. INTRODUCTION
The reputation and integrity of the Oak Associates Funds (the "Trust")
are valuable assets that are vital to the Trust's success. The Trust's senior
financial officers ("SFOs") are responsible for conducting the Trust's business
in a manner that demonstrates a commitment to the highest standards of
integrity. The Trust's SFOs include the principal executive officer, the
principal financial officer, comptroller or principal accounting officer, and
any person who performs a similar function.
The Sarbanes-Oxley Act of 2002 (the "Act") effected sweeping corporate
disclosure and financial reporting reform on public companies, including mutual
funds, to address corporate malfeasance and assure investors that the companies
in which they invest are accurately and completely disclosing financial
information. Under the Act, all public companies (including the Trusts) must
either have a code of ethics for their SFOs, or disclose why they do not. The
Act was intended to foster corporate environments which encourage employees to
question and report unethical and potentially illegal business practices. The
Trust has chosen to adopt this Financial Officer Code of Ethics (the "Code") to
encourage its SFOs to act in a manner consistent with the highest principles of
ethical conduct.
II. PURPOSES OF THE CODE
The purposes of this Code are:
o To promote honest and ethical conduct by the Trust's SFOs, including
the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships;
o To assist the Trust's SFOs in recognizing and avoiding conflicts of
interest, including disclosing to an appropriate person any material
transaction or relationship that reasonably could be expected to
give rise to such a conflict;
o To promote full, fair, accurate, timely, and understandable
disclosure in reports and documents that the Trust files with, or
submit to, the SEC and in other public communications made by the
Trust;
o To promote compliance with applicable laws, rules and regulations;
o To encourage the prompt internal reporting to an appropriate person
of violations of this Code; and
o To establish accountability for adherence to this Code.
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III. QUESTIONS ABOUT THIS CODE
The Trust's compliance officer designated to oversee compliance with
the Trust's Code of Ethics adopted pursuant to Rule 17j-1 shall serve as
Compliance Officer for the implementation and administration of this Code. You
should direct your questions about this Code to the Compliance Officer.
IV. CONDUCT GUIDELINES
The Trust has adopted the following guidelines under which the Trust's
SFOs must perform their official duties and conduct the business affairs of the
Trust.
1. ETHICAL AND HONEST CONDUCT IS OF PARAMOUNT IMPORTANCE. The Trust's
SFOs must act with honesty and integrity and avoid violations of
this Code, including the avoidance of actual or apparent conflicts
of interest with the Trust in personal and professional
relationships.
2. SFOS MUST DISCLOSE MATERIAL TRANSACTIONS OR RELATIONSHIPS. The
Trust's SFOs must disclose to the Compliance Officer any actual or
apparent conflicts of interest the SFO may have with the Trust
that reasonably could be expected to give rise to any violations
of this Code. Such conflicts of interest may arise as a result of
material transactions or business or personal relationships to
which the SFO may be a party. If it is not possible to disclose
the matter to the Compliance Officer, it should be disclosed to
the Trust's Chief Financial Officer, Chief Executive Officer or
another appropriate person. In addition to disclosing any actual
or apparent conflicts of interest in which an SFO is personally
involved, the Trust's SFOs have an obligation to report any other
actual or apparent conflicts which they discover or of which they
otherwise become aware. If you are unsure whether a particular
fact pattern gives rise to a conflict of interest, or whether a
particular transaction or relationship is "material," you should
bring the matter to the attention of the Compliance Officer.
3. STANDARDS FOR QUALITY OF INFORMATION SHARED WITH SERVICE PROVIDERS
OF THE TRUSTS. The Trust's SFOs must at all times seek to provide
information to the Trust's service providers (adviser,
administrator, outside auditor, outside counsel, custodian, ETC.)
that is accurate, complete, objective, relevant, timely, and
understandable.
4. STANDARDS FOR QUALITY OF INFORMATION INCLUDED IN PERIODIC REPORTS.
The Trust's SFOs must at all times endeavor to ensure full, fair,
timely, accurate, and understandable disclosure in the Trust's
periodic reports.
5. COMPLIANCE WITH LAWS. The Trust's SFOs must comply with the
federal securities laws and other laws and rules applicable to the
Trust, such as the Internal Revenue Code.
6. STANDARD OF CARE. The Trust's SFOs must at all times act in good
faith and with due care, competence and diligence, without
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misrepresenting material facts or allowing your independent
judgment to be subordinated. The Trust's SFOs must conduct the
affairs of the Trust in a responsible manner, consistent with this
Code.
7. CONFIDENTIALITY OF INFORMATION. The Trust's SFOs must respect and
protect the confidentiality of information acquired in the course
of their professional duties, except when authorized by the Trust
to disclose it or where disclosure is otherwise legally mandated.
You may not use confidential information acquired in the course of
your work for personal advantage.
8. SHARING OF INFORMATION AND EDUCATIONAL STANDARDS. The Trust's SFOs
should share information with relevant parties to keep them
informed of the business affairs of the Trust, as appropriate, and
maintain skills important and relevant to the Trust's needs.
9. PROMOTE ETHICAL CONDUCT. The Trust's SFOs should at all times
proactively promote ethical behavior among peers in your work
environment.
10. STANDARDS FOR RECORDKEEPING. The Trust's SFOs must at all times
endeavor to ensure that the Trust's financial books and records
are thoroughly and accurately maintained to the best of their
knowledge in a manner consistent with applicable laws and this
Code.
V. WAIVERS OF THIS CODE
You may request a waiver of a provision of this Code by submitting your
request in writing to the Compliance Officer for appropriate review. For
example, if a family member works for a service provider that prepares the
Trust's financial statements, you may have a potential conflict of interest in
reviewing those statements and should seek a waiver of this Code to review the
work. An executive officer of the Trust, or another appropriate person (such as
a designated Board or Audit Committee member), will decide whether to grant a
waiver. All waivers of this code must be disclosed to the the Trust's
shareholders to the extent required by SEC rules.
VI. AFFIRMATION OF THE CODE
Upon adoption of the Code, the Trust's SFOs must affirm in writing that
they have received, read and understand the Code, and annually thereafter must
affirm that they have complied with the requirements of the Code. To the extent
necessary, the Trust's Compliance Officer will provide guidance on the conduct
required by this Code and the manner in which violations or suspected violations
must be reported and waivers must be requested.
VII. REPORTING VIOLATIONS
In the event that an SFO discovers or, in good faith, suspects a
violation of this Code, the SFO MUST immediately report the violation or
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suspected violation to the Compliance Officer. The Compliance Officer may, in
his or her discretion, consult with another member of the Trust's senior
management or the Board in determining how to address the suspected violation.
For example, a Code violation may occur when a periodic report or financial
statement of the Trust omits a material fact, or is technically accurate but, in
the view of the SFO, is written in a way that obscures its meaning.
SFOs who report violations or suspected violations in good faith will
not be subject to retaliation of any kind. Reported violations will be
investigated and addressed promptly and will be treated as confidential to the
extent possible.
VIII. VIOLATIONS OF THE CODE
Dishonest or unethical conduct or conduct that is illegal will
constitute a violation of this Code, regardless of whether this Code
specifically refers to such particular conduct. A violation of this Code may
result in disciplinary action, up to and including removal as an SFO of the
Trust. A variety of laws apply to the Trust and its operations, including the
Securities Act of 1933, the Investment Company Act of 1940, state laws relating
to duties owed by Trust officers, and criminal laws. The Trust will report any
suspected criminal violations to the appropriate authorities, and will
investigate, address and report, as appropriate, non-criminal violations.
ADOPTED: AUGUST 6, 2003
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