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OAK VALUE FUND
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Filed Via EDGAR
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July 20, 2009
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Oak Value Trust (the "Trust")
File No. 811-09000
Response to Staff's Comments on Form N-CSR for Year Ended June 30, 2008
Ladies and Gentlemen:
Ms. Christina DiAngelo of the Commission's staff recently contacted us to
provide comments on the Trust's Form N-CSR for the fiscal year ended June 30,
2008. The following are the comments provided and the Trust's response to each:
1. Management Discussion and Analysis: Below the Quarterly Performance
table (Table A) on page 4 of the Annual Report, there is a statement that the
expense ratio of the Oak Value Fund (the "Fund") for the fiscal year ended June
30, 2008 was 1.37%. The staff noted that Financial Industry Regulatory Authority
("FINRA") Rule 2210(d)(3)(A) provides that a fund's expense ratio accompanying
performance information should be the expense ratio as stated in the fee table
of the fund's current prospectus. The staff acknowledged that the expense ratio
from the Fund's Prospectus would not be as current as the Fund's expense ratio
for its current fiscal year, but recommended that that the expense ratio
contained in future shareholder reports comply with FINRA Rule 2210(d)(3)(A).
The staff further recommended that the expense ratio accompanying performance
information in shareholder reports be accompanied by the following disclosure:
"Please refer to the Financial Highlights Table for more recent information
regarding the Fund's expense ratio."
RESPONSE: The Fund's expense ratio accompanying performance information in
future shareholder reports will correspond with that contained in the most
recent Prospectus, and will be accompanied by the recommended disclosure.
P.O. Box 46707 Cincinnati, Ohio 45246-0707 Phone: 1-800-622-2474 Fax: 513-587-3438 www.oakvaluefund.com
2. The list of the Fund's ten largest holdings as of June 30, 2008,
included on page 10 of the Annual Report, indicates that four portfolio holdings
of the Fund represented, in the aggregate, greater than 25% (specifically
25.88%) of the Fund's net assets. The staff noted that the Fund is classified as
a diversified fund and is subject to the diversification requirements of Section
5 of the Investment Company Act of 1940 (the "1940 Act"). The staff requested
that the Trust confirm that it was in compliance with Section 5 of the 1940 Act
as of June 30, 2008.
RESPONSE: The Fund has procedures in place to monitor compliance with the
diversification requirements of the 1940 Act on a daily basis, and the Fund was
in compliance with such requirements as of June 30, 2008. Three of the four
securities that represented greater than 5% of total assets as of June 30, 2008
did so as a result of either market appreciation of those securities or a
decline in the value of the Fund's total assets subsequent to the purchase of
those securities.
We acknowledge that:
o The Trust is responsible for the adequacy and accuracy of the
disclosure in Trust filings;
o Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to such filings; and
o The Trust may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Thank you for your comments. Please contact the undersigned at
513/587-3402 if you have any questions.
Very truly yours,
/s/ Mark J. Seger
Mark J. Seger
Treasurer and Chief Compliance Officer