SecProbe.io

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<TYPE>CORRESP
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<FILENAME>oak_corresp.txt
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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

<PAGE>

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.

<PAGE>

   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.

<PAGE>

   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.

<PAGE>

                     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.

<PAGE>

    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.

<PAGE>

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.