Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004
December 22, 2004
VIA EDGAR correspondence
US Securities and Exchange Commission
450 Fifth Street, NW
Judiciary Plaza
Washington, DC 20549
Re: Oak Associates Funds (File Nos. 333-42115 and 811-08549)
Dear Ms. Browning:
Attached please find a draft of the Oak Associates Funds (the "Trust") response
to your comments on the Rock Oak Core Growth Fund's 485(a) filing (PEA No. 13).
I have also attached the Schedule to the Trust's Investment Advisory Agreement
reflecting the addition of the Rock Oak Core Growth Fund and the Contractual Fee
Waiver Agreement between the Fund's investment adviser and the Trust.
Due to our client's printing schedule, we would appreciate it if you could
provide us with any feedback on the comment letter ASAP. Our client's ultimate
goal is to resolve any outstanding issues by Thursday December 23, 2004, so that
they can begin printing the prospectus over the weekend.
Please let me know if you would like to discuss these matters further.
Best regards
/s/ Sean Graber
Sean Graber
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103-2921
December 22, 2004
VIA EDGAR CORRESPONDENCE
Ms. Kimberly Browning
U.S. Securities and Exchange Commission
450 Fifth Street,N.W.
Washington, D.C. 20549-0506
Re: Oak Associates Funds - Rock Oak Core Growth Fund (File Nos. 33-42115 and
811-8549) Post-Effective Amendment No. 13
Dear Ms. Browning:
Set forth below are your comments, which you provided by telephone on December
14 - 15, 2004, and our responses to your comments, on Post-Effective Amendment
No. 13 filed under the Securities Act of 1933 and the Investment Company Act of
1940 of Oak Associates Funds which was filed for the purpose of adding the Rock
Oak Core Growth Fund (the "Fund"). Both the comments and responses are based on
the Prospectus and Statement of Additional Information ("SAI"), which were filed
with the Securities and Exchange Commission ("SEC") on October 15, 2004.
COMMENTS ON THE PROSPECTUS
1. Comment: Amend the heading "Investment Strategy of the Rock Oak Core Growth
Fund" to state "Principal Investment Strategy of the Rock Core Growth Fund."
Response: We have complied with this comment.
2. Comment: In the "Investment Strategy" section include a definition of "large
capitalization companies."
Response: We have complied with this comment by adding the following
parenthetical after "large capitalization companies" in the prospectus: "(equity
market capitalization more than $5 billion)."
3. Comment: The Fund's investment strategy states that the Fund will invest "in
equity securities." To the extent that the Fund invests in equity securities
other than common stocks as a principal investment strategy, please include a
discussion of these equity securities and describe the principal risks
associated with each. In addition, with respect to investments in common stocks,
please include a reference in the applicable risk disclosure section to the fact
that the interests of common stock owners are subordinate to the interest of
debtholders in the event of a liquidation.
Response: We have complied with this comment.
4. Comment: In the Investment Strategy section, include a definition of the
terms "strong and ethical management" and "apparent commitment to shareholder
interests."
Response: In its determination of whether a particular company is
suitable for investment, the Fund's investment adviser reviews various
attributes of a company, including the factors noted above. We believe the
disclosure as stated is consistent with the principles of plain English
disclosure promulgated under Rule 421(c) of the Securities Act of 1933, as
amended, and General Instruction C of Form N-1A. Accordingly, we do not believe
that a further explanation of these terms is necessary.
5. Comment: If the Fund will engage in active and frequent trading of its
securities as a principal investment strategy, please disclose that strategy in
the "Investment Strategy" section and discuss the requisite risks of this
strategy. In particular, if applicable, disclose that the Fund's expected
portfolio turnover rate will be 100% or more.
Response: The investment adviser of the Fund has no current intention
to engage in active and frequent trading of the Fund's portfolio securities.
6. Comment: The second sentence of the second paragraph in the "Principal Risks"
section states, in relevant part, "the Adviser's investment strategy often
involves overweighting the Fund's position in the industry sectors which it
believes hold the most growth potential." Please include disclosure of this
strategy in the "Investment Strategy" section of the prospectus.
Response: We have complied with this comment.
7. Comment: Please confirm supplementally that investing in emerging markets
issuers is not a principal investment strategy of the Fund.
Response: The investment adviser of the Fund has confirmed that,
currently, investing in emerging markets issuers is not a principal investment
strategy of the Fund.
8. Comment: Please explain supplementally the estimated amount of "Other
Expenses" that is included in the Fund's Expense Table.
Response: The Fund's administrator calculated the estimated amount of
"Other Expenses" as used in the Fund's Expense Table based on the estimated
amount of the Fund's fees and expenses and expected level of assets of the Fund
at the end of its first fiscal year. With respect to the various components of
"Other Expenses," such as transfer agency, custody, administration, blue sky,
audit and legal fees, the administrator uses actual costs as set forth in the
Fund's various service provider agreements or estimates based on amounts paid by
the other series of the Trust.
9. Comment: As disclosed in the Fund's Expense Table, the Fund's investment
adviser has contractually agreed to waive fees and to reimburse expenses in
order to keep the Fund's "Net Expenses" from exceeding a certain threshold.
Please state in the footnote to the Expense Table or in the section relating to
the investment adviser that only the Board may terminate the contractual fee
waiver agreement during the first year. In addition, please confirm
supplementally that there are no reimbursement arrangements or offsetting
arrangements regarding the waived fees. If such arrangements do exist, provide
appropriate disclosure within the Prospectus. Please also include a copy of the
applicable fee waiver agreement as an exhibit to the Trust's registration
statement.
Response: A copy of the fee waiver agreement between the investment
adviser and the Trust will be filed as an exhibit to the Trust's registration
statement. While not an express term of the agreement, only the Board may
terminate this agreement during the first year and disclosure to this effect has
been added to the Prospectus. The contractual waiver agreement does not provide
for the Adviser to recoup any waived fees or reimbursed expenses in later
periods.
10. Comment: Please revise the "More Information About Risk" and "More
Information About Fund Investments" sections of the Prospectus to distinguish
between discussions of principal investment strategies/risks and discussions of
non-principal investment strategies/risks.
Response: Based upon our review of Form N-1A and the disclosure
contained in the "More Information About Risk" section, we believe the
disclosure, as currently stated, satisfies the requirements of Item 4(c) of Form
N-1A, which requires mutual funds to disclose the principal risks of investing
in the Fund. This section of the Prospectus does not include a discussion of the
non-principal risks of investing in the Fund, therefore we believe it is
unnecessary to distinguish principal risks from non-principal risks.
With respect to the "More Information About Fund Investments" section,
in light of your comments, we reorganized the two paragraphs of this section in
a manner that we believe better facilitates shareholders' understanding of the
information that is presented. We have moved the paragraph discussing the Fund's
ability to take temporary defensive positions so that this information is
presented first. We have also included the word "non-principal" as indicated in
bold in the language below. Please also see our response to comment 11 below.
MORE INFORMATION ABOUT FUND INVESTMENTS
The investments and strategies described in this prospectus are those
that the Fund uses under normal conditions. During unusual economic or
market conditions, or for temporary defensive or liquidity purposes,
the Fund may invest up to 100% of its assets in money market
instruments that would not ordinarily be consistent with the Fund's
objectives. If the Fund invests in this manner, it may not achieve its
investment objective. The Fund will only make temporary defensive
investments if the Adviser believes that the risk of loss outweighs the
opportunity for capital gains.
This prospectus describes the Fund's principal investments and
strategies, and the Fund will normally invest in the types of
securities described in this prospectus. However, in addition to the
investments and strategies described in this prospectus, the Fund also
may invest in other securities, use other strategies and engage in
other investment practices that are not part of its principal
investment strategy. These non-principal investments and strategies, as
well as those described in this prospectus, are described in detail in
our Statement of Additional Information (for information on how to
obtain the Fund's Statement of Additional Information see the back
cover of this prospectus). Of course, we cannot guarantee that the Fund
will achieve its investment goal.
11. Comment: In the first sentence of the "More Information About Fund
Investments" section, please change the word "primary" to "principal."
Response: We have complied with this comment.
12. Comment: Clarify in the Fund's prospectus whether shareholders can
purchase/redeem/exchange Fund shares by transacting directly with the Fund's
transfer agent.
Response: Shareholders transacting directly with the Fund are doing so
through the Fund's transfer agent. We have added language designed to clarify
this.
13. Comment: If a fee is charged to shareholders when transacting with the Fund
via a wire, disclose the amount of the fee in a footnote to the Fund's expense
table.
Response: We have added the following footnote to the Fund's expense
table: "The Fund's transfer agent charges a $10 fee for each wire redemption."
14. Comment: In the "How to Purchase Fund Shares" and "How to Sell Your Fund
Shares" sections, please identify whether any of the "authorized institutions"
besides the Fund's transfer agent are authorized to receive purchase orders on
the Fund's behalf. If so, disclose that all orders received in good order by
such institutions by the Fund's closing time will receive that day's NAV.
Response: All orders received by the Fund's transfer agent or other
designated Fund agent prior to 4:00 p.m. on a Business Day are priced at that
day's net asset value. If a customer places an order through a designated agent
of the Fund and the designated agent fails to transmit the order in a timely
manner, the customer would not bear the risk of loss. In light of your comments,
we have added new disclosure to the Fund's prospectus (see below). This
disclosure is intended to inform readers that if an order is placed through a
financial institution that is not such an agent of the Fund, this financial
institution may impose earlier cut-off times than 4:00 p.m. for its own
operational purposes (it may not, however, accept orders after 4:00 p.m. for
that day's NAV). Because the Fund is not in a position to know whether a
financial institution has imposed earlier cut-off times, readers are asked to
contact their financial institution directly for more information.
BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY
You may buy or sell shares of the Fund through accounts with brokers
and other institutions that are authorized to place trades in Fund
shares for their customers ("authorized institutions"). When you
purchase or sell Fund shares through certain authorized institutions
(rather than directly from the Fund), you may have to transmit your
purchase and sale requests to these authorized institutions at an
earlier time for your transaction to become effective that day. This
allows these authorized institutions time to process your requests and
transmit them to the Fund. Your authorized institution is responsible
for transmitting all purchase and redemption requests, investment
information, documentation and money to the Fund on time.
Certain financial intermediaries, including certain broker-dealers and
shareholder organizations, are authorized to accept purchase and
redemption requests for Fund shares. These requests are executed at the
net asset value per share (NAV) next determined after the intermediary
receives the request if transmitted to the Fund in accordance with the
Fund's procedures and applicable law. These authorized intermediaries
are responsible for transmitting requests and delivering funds on a
timely basis. If your financial intermediary fails to do so, it may be
responsible for any resulting fees or losses.
If you deal directly with a financial intermediary or an authorized
institution, you will have to follow their procedures for transacting
with the Fund. For more information about how to purchase or sell Fund
shares through a financial intermediary or an authorized institution,
you should contact them directly. Investors may be charged a fee for
purchase and/or redemption transactions effectuated through certain
financial intermediaries and authorized institutions.
15. Comment: The Prospectus states that shareholder orders must be received by
the Fund "in proper form." The term "proper form" is also used in the "Customer
Identification and Verification" section. Please define this term.
Response: We have complied with this comment by revising the disclosure
in the Fund's prospectus to include the following definition of "proper form":
"Proper Form" means that the Fund was provided a complete and signed
account application, including the investor's social security number,
tax identification number, and other identification required by law or
regulation.
16. Comment: In the "General Information" section, please revise the disclosure
to indicate the Fund's policy with regard to rejecting exchange orders.
Response: We have complied with this comment. We have revised the
disclosure as follows:
The Fund reserves the right to reject any specific purchase order or
request to exchange Fund shares. In such cases where the Fund rejects an
exchange request, such request will be processed by the Fund as a redemption
request.
17. Comment: The following statement is included in the "General Information"
section: "If the NYSE closes early - such as on days in advance of certain
holidays - the Fund reserves the right to calculate NAV as of the earlier
closing time." Please revise this sentence to clarify when the Fund will
calculate NAV as of the earlier closing time in response to an early closing by
the NYSE.
Response: There may be occasions when the Fund determines that
calculating the Fund's net asset value and discontinuing accepting orders at the
earlier closing time is unnecessary and, therefore, the Fund has reserved the
right to continue to accept orders up until its 4:00 p.m. close.
18. Comment: The last sentence in the "Redemptions in Kind" section states that
"[i]t is highly unlikely that your shares would ever be redeemed in kind, but if
they were you would probably have to pay transaction costs to sell the
securities distributed to you, as well as taxes on any capital gains from the
sale as with any redemption. Please remove the word "probably" from this
sentence and include disclosure in this sentence reflecting that shareholders
will bear market risks until the redemption of the securities.
Response: We have complied with this comment.
19. Comment: The second sentence in the "Involuntary Redemption of Your Shares"
section states "[t]he Fund will generally provide you at least 60 days' written
notice to allow you sufficient time to add to your account and avoid the
involuntary redemption of your shares." Please revise this sentence by removing
the term "generally" or include a discussion of the circumstances when the Fund
will not provide shareholders 60 days' written notice.
Response: In response to your comment, we have amended this sentence to
read as follows:
The Fund will provide you at least 30 days' written notice to allow you
sufficient time to add to your account and avoid the involuntary
redemption of your shares.
We believe this approach is consistent with the staff's no-action guidance
contained in the DFA U.S. Large Cap Portfolio Inc. no-action letter dated
September 7, 1990.
20. Comment: Please confirm supplementally that the Fund's Board of Trustees has
considered the imposition of redemption fees.
Response: The Board has considered implementing mandatory redemption
fees for the Fund and the other series of the Trust, and at the time determined
that redemption fees were not in shareholders best interests.
21. Comment: In the last paragraph of the "Customer Identification and
Verification" Section, please provide more detail on the length of time
established by the Fund when closing a shareholder's account due to its
inability to verify the shareholder's identity. Also, please explain how long
the Fund may hold a shareholder's proceeds when waiting for the shareholder's
check to clear.
Response: We have complied with this comment. The revised disclosure is
included below for your reference:
However, the Fund reserves the right to close or liquidate
your account at the then-current day's price and remit proceeds to you
via check if it is unable to verify your identity. Attempts to verify
your identity will be performed within a reasonable timeframe
established in the sole discretion of the Fund (generally, 3 business
days). Further, the Fund reserves the right to hold your proceeds until
your original check clears the bank, which may take up to 15 days from
the date of purchase. In such an instance, you may be subject to a gain
or loss on Fund shares and will be subject to corresponding tax
implications.
COMMENTS ON THE STATEMENT OF ADDITIONAL INFORMATION
1. Comment: Please remove the sentence "Capitalized terms not defined herein
are defined in the prospectus."
Response: We have complied with this comment.
2. Comment: Please revise the disclosure in the "Additional Information About
Investment Objectives and Policies" and "Description of Permitted Investments"
Sections to distinguish principal investment strategies and risks from those
that are non-principal.
Response: We have complied with this comment.
3. Comment: Please change "secondary" to "non-principal" in the sentence "[a]s
secondary investment strategies . . .."
Response: We have complied with this comment.
4. Comment: Please state supplementally the extent to which the Fund will
invest in small and medium capitalization issuers.
Response: The extent to which the Fund will invest in these securities
will vary depending upon the investment environment, therefore no precise
limitation on the Fund's investments in these securities has been established.
However, it is currently expected that the Fund's investments in these
securities will not constitute a principal investment strategy of the Fund.
Accordingly, the Fund's investments in these securities is not included in the
Fund's prospectus. The Fund and its investment adviser are aware of their
obligations under Form N-1A and will disclose the Fund's investments in these
securities if these investments become a principal investment strategy of the
Fund.
5. Comment: Please state supplementally the extent to which the Fund will
invest in futures and options on futures.
Response: The Fund is permitted, but has no current intention, to
invest in futures and options on futures. The extent to which the Fund will
invest in these securities, if at all, will vary depending upon the investment
environment, and is in the sole discretion of the Fund's adviser. Investments in
these securities do not currently constitute a principal investment strategy of
the Fund. Accordingly, strategy and risk disclosure regarding Fund investments
in these securities is not included in the Fund's prospectus. The Fund and its
investment adviser are aware of their obligations under Form N-1A and will
disclose the Fund's investments in these securities if these investments become
a principal investment strategy of the Fund.
6. Comment: Please state supplementally the purpose of the Fund's use of futures
and options on futures. If applicable, if the Fund plans on using futures and
options on futures for speculation this strategy needs to be disclosed along
with requisite risk disclosure.
Response: The Fund may invest in futures and options on futures for the
purposes set forth in the SAI. The Fund has no current intention to use futures
and options on futures for speculation.
7. Comment: Please revise the "Money Market Securities" Section of the SAI to
make it clear that the securities listed in the "U.S. Government Securities,"
"Commercial Paper," "Obligations of Domestic Banks, Foreign Banks and Foreign
Branches of U.S. Banks" and "Repurchase Agreements" Sections are being
considered as "money market securities" for purposes of the Fund's investment
policies.
Response: We have complied with this comment.
8. Comment: Please explain supplementally the purpose of the Fund's use of
"Repurchase Agreements."
Response: The Fund will invest in repurchase agreements for liquidity
and cash management purposes.
9. Comment: Please explain why the Fund, which seeks capital appreciation,
lends its securities in order to generate additional income.
Response: Securities lending is not a primary investment strategy for
the Fund, nor is the Fund currently expected to engage in securities lending. In
the event the Fund engages in securities lending in the future, any income the
Fund receives in connection with securities lending would be expected to be
incidental. We are not aware of any restrictions that would limit the ability of
a Fund that seeks "capital appreciation" from lending its portfolio securities
to earn income.
10. Comment: The investment limitations for fundamental policy numbers 2, 3, 4,
5 and 6 refer to the limitations imposed by the Investment Company Act of 1940,
as amended, and the rules and regulations thereunder. At an appropriate
location, please include a narrative that states what is currently permitted
under the 1940 Act and the current rules or regulations with respect to each of
these fundamental policies.
Response: We have complied with this comment. We have added the following
narratives to the Fund's SAI.
Diversification. Under the 1940 Act, a diversified investment
management company, as to 75% of its total assets, may not purchase securities
of any issuer (other than securities issued or guaranteed by the U.S.
Government, its agents or instrumentalities or securities of other investment
companies) if, as a result, more than 5% of its total assets would be invested
in the securities of such issuer, or more than 10% of the issuer's outstanding
voting securities would be held by the fund.
Concentration. The SEC has presently defined concentration as investing
25% or more of an investment company's net assets in an industry or group of
industries, with certain exceptions.
Borrowing. The 1940 Act presently allows a fund to borrow from any bank
(including pledging, mortgaging or hypothecating assets) in an amount up to 33
1/3% of its total assets (not including temporary borrowings not in excess of 5%
of its total assets).
Senior Securities. Senior securities may include any obligation or
instrument issued by a fund evidencing indebtedness. The 1940 Act generally
prohibits funds from issuing senior securities, although it does not treat
certain transactions as senior securities, such as certain borrowings, short
sales, reverse repurchase agreements, firm commitment agreements and standby
commitments, with appropriate earmarking or segregation of assets to cover such
obligation.
Lending. Under the 1940 Act, a fund may only make loans if expressly
permitted by its investment policies. The Fund's current investment policy on
lending is as follows: the Fund may not make loans if, as a result, more than 33
1/3% of its total assets would be lent to other parties, except that the Fund
may: (i) purchase or hold debt instruments in accordance with its investment
objective and policies; (ii) enter into repurchase agreements; and (iii) engage
in securities lending as described in its Statement of Additional Information.
Underwriting. Under the 1940 Act, underwriting securities involves a
fund purchasing securities directly from an issuer for the purpose of selling
(distributing) them or participating in any such activity either directly or
indirectly. Under the 1940 Act, a diversified fund may not make any commitment
as underwriter, if immediately thereafter the amount of its outstanding
underwriting commitments, plus the value of its investments in securities of
issuers (other than investment companies) of which it owns more than 10% of the
outstanding voting securities, exceeds 25% of the value of its total assets.
Real Estate. The 1940 Act does not directly restrict an investment
company's ability to invest in real estate, but does require that every
investment company have a fundamental investment policy governing such
investments. The Fund has adopted a fundamental policy that would permit direct
investment in real estate. However, the Fund's current investment policy is as
follows: the Fund will not purchase or sell real estate, physical commodities,
or commodities contracts, except that the Fund may purchase: (i) marketable
securities issued by companies which own or invest in real estate (including
REITs), commodities, or commodities contracts; and (ii) commodities contracts
relating to financial instruments, such as financial futures contracts and
options on such contracts.
11. Comment: The Fund should adopt a non-fundamental policy that prohibits the
Fund from investing in companies for the purpose of exercising control.
Response: After review of the applicable provisions of the 1940 Act and
Form N-1A, we do not believe the Fund is required to adopt the non-fundamental
policy stated above. We note that former Guide 16 and 17 to Form N-1A were
rescinded as part of the Securities and Exchange Commission's general overhaul
of Form N-1A in 1998.
12. Comment: The Fund should adopt a non-fundamental policy stating that the
Fund may not purchase securities when outstanding borrowings exceed 5% of the
Fund's total assets, or disclosure with respect to leverage should be added to
the SAI.
Response: After review of the applicable provisions of the 1940 Act and
Form N-1A, we do not believe the Fund is required to adopt the non-fundamental
policy stated above. In addition, the Fund's investment adviser has no current
intention to leverage the Fund's portfolio and, therefore, we have not included
disclosure regarding leverage in the Fund's SAI. We believe this approach is
consistent with guidance under Form N-1A, which does not require disclosure of
"negative" investment strategies.
13. Comment: The Fund should adopt a policy that prohibits the Fund from
pledging its assets except to secure permitted borrowings.
Response: After review of the applicable provisions of the 1940 Act and
Form N-1A, we do not believe the Fund is currently required to adopt the
non-fundamental policy stated above. We note that the investment policy stated
above was previously imposed on mutual funds by the administrators of securities
laws in various states. However, the National Securities Markets Improvement Act
of 1996 preempted substantive state regulation of mutual funds and the sale of
their shares.
14. Comment: With respect to the information furnished in response to Item
12(a)(1) of Form N-1A (the management information), please provide this
information in chart format rather than in paragraph form.
Response: We have reviewed the requirements of Form N-1A and believe
that our presentation of the management information required by Item 12(a)(1) is
consistent with its requirements.
15. Comment: Please revise the discussion in the SAI regarding the Board's
consideration in approving the advisory agreement to clarify which portions of
the discussion specifically relate to the Board's consideration of the advisory
agreement between the investment adviser and the Trust with respect to the Fund
as compared to the Board's consideration of the annual approval of the advisory
agreement which took place in February 2004.
Response: In response to your comments, we have revised this disclosure.
16. Comment: In the charts relating to "Board Compensation" and "Fund Shares
Owned by Board Members," please distinguish the independent trustees from the
interested trustees.
Response: We have revised each chart so that information relating to
independent trustees and interested trustees appears in separate sections.
17. Comment: The following sentences are included in the second paragraph of the
"Brokerage Selection" Section of the SAI: "In addition to agency transactions,
the Adviser may receive brokerage and research services in connection with
certain riskless principal transactions, in accordance with applicable SEC
guidance. Brokerage and research services include . . . (3) effecting securities
transactions and performing functions incidental thereto (e.g., clearance,
settlement, and custody)." Please explain how part (3) of the sentence above is
consistent with new Rule 12b-1(h) of the 1940 Act.
Response: Part (3) of the sentence you referenced is taken directly
from Section 28(e)(3)(C) of the Securities Exchange Act of 1934, as amended,
which defines "brokerage and research services." Rule 12b-1(h)(1) prohibits
mutual funds from compensating a broker-dealer for promoting or selling fund
shares by directing brokerage transactions to that broker. The Fund's adviser
has represented that it does not allocate Fund brokerage transactions to
broker-dealers that sell Fund shares.
18. Comment: Under what authority has the Fund included its investment adviser's
proxy voting policy as an Appendix to the SAI? Item 12(f) of Form N-1A requires
the adviser's proxy voting policy to be part of the SAI, therefore, please
include the policy in the SAI.
Response: The appendix is part of the SAI. We note that, for ease of
reference, the location of the adviser's proxy voting policy is included in the
SAI's table of contents.
PART C
1. Comment: We note that several of the exhibits listed in Part C were not filed
with the Rule 485(a) filing, in particular, the Item 22(i) legal opinion, the
amended schedule to the Trust's advisory agreement reflecting the addition of
the Fund, the contractual fee waiver agreement entered into between the adviser
and the Trust with respect to the Fund and, if applicable, other documents that
were amended due to the creation of the Fund.
Response: As discussed with the staff, the Fund will file a Rule 485(b)
post-effective amendment to its registration statement for the purpose of filing
these documents as exhibits to its registration statement.
I hereby acknowledge on behalf of the Trust that: (i) the Trust is responsible
for the adequacy and accuracy of the disclosure in its registration statement;
(ii) SEC staff comments or changes to disclosure in response to staff comments
in the registration statement reviewed by the staff do not foreclose the SEC
from taking any action with respect to the registration statement; and (iii) the
Trust may not assert SEC staff comments as a defense in any proceeding initiated
by the SEC or any person under the federal securities laws of the United States.
Please do not hesitate to call the undersigned at 215.963.5598 with any
questions or comments.
Very truly yours,
/s/ Sean Graber
Sean Graber
AMENDED
SCHEDULE A
DATED NOVEMBER 3, 2004
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED FEBRUARY 27, 1998
BETWEEN OAK ASSOCIATES FUNDS
AND
OAK ASSOCIATES, LTD.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee (in basis points)
- --------- ---------------------
White Oak Growth Stock Fund .74
Pin Oak Aggressive Stock Fund .74
Red Oak Select Technology Fund .74
Black Oak Emerging Technology Fund .74
Live Oak Health Sciences Fund .74
Rock Oak Core Growth Fund .74
CONTRACTUAL FEE WAIVER AGREEMENT
AGREEMENT made this 31st day of December, 2004, by and between Oak Associates
Funds, a Massachusetts business trust (the "Trust"), and Oak Associates, ltd.
(the "Adviser") (together, the "Parties").
The Adviser hereby agrees to waive its fee and/or reimburse expenses to the
extent necessary to limit the total operating expenses at the following level
for a period of one year from the date of this Agreement for the following fund:
Fund Total Operating Expenses
- ---- ------------------------
Rock Oak Core Growth Fund 1.15%
This agreement embodies the entire agreement of the Parties relating to the
subject matter hereof. This Agreement supercedes all prior agreements and
understandings, and all rights and obligations thereunder are hereby canceled
and terminated. No amendment or modification of this Agreement will be valid or
binding unless it is in writing and signed by the Parties.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of the day and year first written above.
Oak Associates Funds Oak Associates, ltd.
By: /s/ William White By: /s/ James D. Oelschlager
- ---------------------- ----------------------------
Title President Title: Chairman and CIO
- ---------------------- ----------------------------
Oak Associates, ltd.