INVESTMENT ADVISORY AGREEMENT





THIS  AGREEMENT,  entered  into as of the 15th  day of  December,  2003,  by and

between OAK VALUE TRUST, a  Massachusetts  business  trust, on behalf of its OAK

VALUE FUND series (the  "Fund"),  and OAK VALUE  CAPITAL  MANAGEMENT,  INC. (the

"Advisor"),  a North Carolina  corporation  registered as an investment  advisor

under the Investment Advisers Act of 1940, as amended.



WHEREAS,  the  Trust  is  registered  as  a  diversified,   open-end  management

investment  company of the series type under the Investment Company Act of 1940,

as amended (the "1940 Act"); and



WHEREAS,  the Trust desires to retain the Advisor to furnish investment advisory

and  administrative  services  to the Fund,  and the  Advisor  is  willing to so

furnish such services;



NOW THEREFORE,  in  consideration  of the promises and mutual  covenants  herein

contained, it is agreed between the parties hereto as follows:



1.   APPOINTMENT.  The Trust hereby  appoints  the Advisor to act as  investment

     advisor  to the Fund for the  period  and on the  terms  set  forth in this

     Agreement.  The Advisor accepts such  appointment and agrees to furnish the

     services herein set forth, for the compensation herein provided.



2.   DELIVERY OF  DOCUMENTS.  The Trust has  furnished  the Advisor  with copies

     properly certified or authenticated of each of the following:



     (a)  The Trust's  Declaration of Trust,  as filed with The  Commonwealth of

          Massachusetts  (such  Declaration,  as  presently  in effect and as it

          shall   from  time  to  time  be   amended,   is  herein   called  the

          "Declaration");



     (b)  The Trust's  Bylaws (such  Bylaws,  as presently in effect and as they

          shall from time to time be amended, are herein called the "Bylaws");



     (c)  Resolutions  of  the  Trust's  Board  of  Trustees   authorizing   the

          appointment of the Advisor and approving this Agreement;



     (d)  The Trust's Registration Statement on Form N-1A under the 1940 Act and

          under the  Securities  Act of 1933, as amended,  relating to shares of

          beneficial  interest of the Fund (herein called the "Shares") as filed

          with the Securities and Exchange Commission ("SEC") and all amendments

          thereto; and



     (e)  The Fund's  Prospectus and Statement of Additional  Information  (such

          Prospectus and Statement of Additional Information, as presently in





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          effect and all  amendments and  supplements  thereto are herein called

          the "Prospectus").



     The Trust will furnish the Advisor from time to time with copies,  properly

     certified or  authenticated,  of all  amendments of or  supplements  to the

     foregoing at the same time as such  documents are required to be filed with

     the SEC.



3.   MANAGEMENT.  Subject to the  supervision  of the Trust's Board of Trustees,

     the Advisor  will  provide a  continuous  investment  program for the Fund,

     including   investment   research  and  management   with  respect  to  all

     securities, investments, cash and cash equivalents of the Fund. The Advisor

     will determine from time to time what securities and other investments will

     be  purchased,  retained or sold by the Fund.  The Advisor will provide the

     services  under this  Agreement in  accordance  with the Fund's  investment

     objectives,  policies and  restrictions  as stated in its  Prospectus.  The

     Advisor further agrees that it:



     (a)  Will conform its activities to all applicable rules and regulations of

          the SEC and will,  in  addition,  conduct  its  activities  under this

          Agreement in  accordance  with  regulations  of any other  federal and

          state agencies which may now or in the future have  jurisdiction  over

          its activities under this Agreement;

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