Federal Register / Vol. 63, No. 91 /Tuesday, May 12, 1998 / Notices 26223

3The Commission has not previously submitted

to OMB a request for approval under the Paperwork

Reduction Act for the collection of information in

Form N–23c–3.

review written procedures designed to

maintain portfolio liquidity is intended

to ensure that the fund has enough cash

or liquid securities to meet its

repurchase obligations, and that written

procedures are available for review by

shareholders and examination by the

Commission. The requirement that the

fund file advertisements and sales

literature as if it were an open-end

investment company is intended to

facilitate the review of these materials

by the Commission or the NASD to

prevent incomplete, inaccurate, or

misleading disclosure about the special

characteristics of a closed-end fund that

makes periodic repurchase offers.

The Commission estimates that 10

funds currently rely upon the rule. The

Commission estimates that each fund

spends approximately 80 hours

annually in preparing, mailing, and

filing shareholder notifications for each

repurchase offer, 4 hours annually in

preparing and filing Form N–23c–3, 6

hours annually in preparing disclosures

in the annual shareholder report

concerning the fund’s repurchase policy

and recent offers, 28 hours annually in

preparing procedures to protect

portfolio liquidity, and 8 hours annually

in performing subsequent reviews of

these procedures. The total annual

burden of the rule’s paperwork

requirements for all funds thus is

estimated to be 1,260 hours. This

represents an increase of 940 hours from

the prior estimate of 320 hours. The

increase results primarily from the

recognition that sending notifications to

shareholders and completing Form N–

23c–3 imposes burdens in addition to

the burden of preparing and filing the

shareholder notifications with the

Commission.3 The remaining increase

results from a more accurate calculation

of the component parts of other

previously combined information

burdens.

The estimate of average burden hours

is made solely for the purposes of the

Paperwork Reduction Act. The estimate

is not derived from a comprehensive or

even a representative survey or study of

the costs of Commission rules and

forms.

Compliance with the collection of

information requirements of the rule

and form is necessary to obtain the

benefit of relying on the rule and form.

An agency may not conduct or sponsor,

and a person is not required to respond

to, a collection of information unless it

displays a currently valid control

number.

Please direct general comments

regarding the above information to the

following persons: (i) Desk Officer for

the Securities and Exchange

Commission, Office of Information and

Regulatory Affairs, Office of

Management and Budget, Room 3208,

New Executive Office Building,

Washington, D.C. 20503; and (ii)

Michael E. Bartell, Associate Executive

Director, Office of Information

Technology, Securities and Exchange

Commission, Mail Stop 0–4, 450 5th

Street, N.W., Washington, D.C. 20549.

Comments must be submitted to OMB

on or before June 11, 1998.

Dated: May 4, 1998.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–12552 Filed 5–11–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

Issuer Delisting; Notice of Application

To Withdraw From Listing and

Registration; (Intercorp Excelle Inc.,

Common Stock, No Par Value;

Redeemable Common Stock Purchase

Warrants), File No. 1–13365

May 6, 1998.

Intercorp Excelle Inc. (‘‘Company’’)

has filed an application with the

Securities and Exchange Commission

(‘‘Commission’’), pursuant to Section

12(d) of the Securities Exchange Act of

1934 (‘‘Act’’) and Rule 12d2–2(d)

promulgated thereunder, to withdraw

the above specified securities

(‘‘Securities’’) from listing and

registration on the Boston Stock

Exchange, Inc. (‘‘BSE’’ or ‘‘Exchange’’).

The reasons cited in the application

for withdrawing the Securities from

listing and registration include the

following:

The Company’s Securities are

currently registered under Section 12(b)

of the Act and are listed for trading on

the BSE and for quotation on the Nasdaq

SmallCap Market (‘‘Nasdaq’’).

The Company recently learned that it

may not qualify for continued listing on

the BSE in that it may not have more

than 600 shareholders. Furthermore, the

Company believes that the time and

expense incurred in continued listing of

the Securities on the BSE does not

justify the benefits from such continued

listing. The Company believes that it is

in the best interests of the Company’s

shareholders to withdraw the Securities

from listing on the BSE.

The Company will continue to

maintain its listing of the Securities on

the Nasdaq.

The Exchange has informed the

Company that it has no objection to the

withdrawal of the Company’s Securities

from listing and registration on the BSE.

Any interested person may, on or

before May 28, 1998, submit by letter to

the Secretary of the Securities and

Exchange Commission, 450 Fifth Street,

N.W., Washington, D.C. 20549, facts

bearing upon whether the application

has been made in accordance with the

rules of the Exchange and what terms,

if any, should be imposed by the

Commission for the protection of

investors. The Commission, based on

the information submitted to it, will

issue an order granting the application

after the date mentioned above, unless

the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of

Market Regulation, pursuant to delegated

authority.

Jonathan G. Katz,

Secretary.

[FR Doc. 98–12556 Filed 5–11–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Investment Company Act Release No.

23172; 812–11074]

Oppenheimer Series Fund, Inc., et al.;

Notice of Application

May 5, 1998.

AGENCY: Securities and Exchange

Commission (‘‘Commission’’).

ACTION: Notice of an application under

section 17(b) of the Investment

Company Act of 1940 (the ‘‘Act’’) for an

exemption from section 17(a) of the Act.

SUMMARY OF THE APPLICATION:

Applicants seek an order to allow

certain series of Oppenheimer Series

Fund, Inc. and Oppenheimer Integrity

Funds, both registered open-end

management investment companies, to

acquire the assets and liabilities of

certain series of Oppenheimer Series

Fund, Inc. Because of certain

affiliations, applicants may not rely on

rule 17a–8 under the Act.

APPLICANTS: Oppenheimer Series Fund,

Inc. (the ‘‘Company’’), Oppenheimer

Integrity Funds (the ‘‘Trust’’), and

Oppenheimer Funds, Inc. (‘‘OFI’’).

FILING DATES: The application was filed

on March 18, 1998. Applicants have

agreed to file an amendment to the

application, the substance of which is
26224 Federal Register / Vol. 63, No. 91 /Tuesday, May 12, 1998 / Notices

1Assets will be retained by the Acquired Funds

deemed sufficient in the discretion of the Board for

the payment of the expenses of liquidation and

liabilities not assumed by the Acquiring Fund.

2The Acquiring Funds and the corresponding

Acquired Funds are:

(i) Disciplined Value Fund and LIfeSpan Growth

Fund

(ii) Disciplined Allocation Fund and LifeSpan

Balanced Fund

(iii) Oppenheimer Bond Fund and LifeSpan

Income Fund.

included in this notice, during the

notice period.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing by writing to the

Commission’s Secretary and serving the

applicants with a copy of the request,

personally or by mail. Hearing requests

should be received by the Commission

by 5:30 p.m. on June 1, 1998, and

should be accompanied by proof of

service on the applicants in the form of

an affidavit or, for lawyers, a certificate

of service. Hearing requests should state

the nature of the writer’s interest, the

reason for the request, and the issues

contested. Persons who wish to be

notified of a hearing may request

notification by writing to the

Commission’s Secretary.

ADDRESSES: Secretary, Securities and

Exchange Commission, 450 Fifth Street,

NW., Washington, DC 20549.

Applicants: Oppenheimer Series Fund,

Inc., Oppenheimer Integrity Funds, and

OppenheimerFunds, Inc., c/o Denis R.

Molleur, Esq., Two World Trade Center,

34th Floor, New York, New York

10048–0203.

FOR FURTHER INFORMATION CONTACT:

Emerson S. Davis, Senior Counsel, at

(202) 942–0714, or George J. Zornada,

Branch Chief, at (202) 942–0564

(Division of Investment Management,

Office of Investment Company

Regulation).

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application

may be obtained for a fee from the

Commission’s Public Reference Branch,

450 Fifth Street, NW., Washington, DC

20549 (telephone (202) 942–8090).

Applicants’ Representations

1. The Company, a Maryland

corporation, is registered under the Act

as an open-end management investment

company and is organized as a series

company. The Company offers five

portfolios, Oppenheimer Disciplined

Value Fund and Oppenheimer

Disciplined Allocation Fund (each an

‘‘Acquiring fund’’), and Oppenheimer

LifeSpan Growth Fund, Oppenheimer

LifeSpan Balanced Fund and

Oppenheimer LifeSpan Income Fund

(collectively, the ‘‘Acquired Funds’’).

2. The Trust, a Massachusetts

business trust, is registered under the

Act as an open-end management

investment company and is organized as

a series company. Oppenheimer Bond

Fund is the only portfolio of the Trust

(together with Oppenheimer Disciplined

Value Fund and Oppenheimer

Disciplined Allocation Fund, the

‘‘Acquiring Funds’’).

3. OFI is an investment adviser

registered under the Investment

Advisers Act of 1940 (the ‘‘Advisers

Act’’), and is the adviser to the Acquired

Funds and the Acquiring Funds. It is a

subsidiary of Oppenheimer Acquisition

Corp., a holding company controlled by

Massachusetts Mutual Life Insurance

Company (‘‘MassMutual’’). As of March

2, 1998, MassMutual held of record of

21% of the outstanding shares of the

Disciplined Value Fund; 63% of the

LifeSpan Growth Fund; 70% of the

LifeSpan Balanced Fund; and 86% of

the LifeSpan Income Fund. MassMutual

also is an investment adviser registered

under the Advisers Act.

4. Each Acquired Fund currently has

Class A, B, and C shares. Class A shares

are subject to a front-end sales charge,

except for certain large purchases that

are subject to a 1% contingent deferred

sales charge (‘‘CDSC’’) if redeemed

within one year. Class B and C shares

may be subject to a CDSC depending on

the length of time held, and are subject

to a .75% asset-based sales charge. Each

Acquiring Fund has identical Class A,

B, and C shares.

5. On December 11, 1997, the board

of directors of the Company (the

‘‘Board’’), including a majority of the

distinterested directors, approved

proposed plans of reorganization (each

a ‘‘Plan’’ and collectively, the ‘‘Plans’’).

Under the Plans, each Acquiring Fund

will acquire all of the assets, less cash

reserves,1 and liabilities, as set out in

the Plans, of the corresponding

Acquired Fund in exchange for Class A,

B, and C shares of the Acquiring Fund

equal in value as computed at 4:00 p.m.

New York, NY time (‘‘Valuation Time’’)

on the date of the transaction (the

‘‘Exchange Date’’) to the net value of the

assets of the corresponding Acquired

Fund at the Valuation Time on the

Exchange Date.2 Each Acquired Fund

will distribute pro rata to its

shareholders as of the close of business

on the Exchange Date the Acquiring

Fund Class A, B, and C shares that were

issued in exchange for the Acquired

Fund’s assets. All issued and

outstanding corresponding Class A, B,

and C shares of the Acquired Fund will

simultaneously be canceled and the

Acquired Fund subsequently will

liquidate.

6. Shareholders of the Acquired

Funds will not incur any sales charges

in connection with the reorganization.

Any CDSC, however, that currently

applies to Acquired Fund shares will

continue to apply to Acquiring Fund

shares received in the transaction. Each

Acquiring Fund and Acquired Fund

will bear its own expenses incurred in

connection with the reorganization. The

investment objectives of each Acquired

Fund and its corresponding Acquiring

Fund are similar.

7. In approving the reorganization, the

Board considered the terms and

conditions of the Plans, including (a)

that the exchange of Acquired Fund

assets for Acquiring Fund shares will

take place on a net asset value basis; (b)

that no sales charge will be incurred by

Acquired Fund shareholders in

connection with their acquisition of

Acquiring Fund shares; (c) the

allocation of the expenses to each Fund;

(d) the tax-free status of the

reorganization; (e) the advantages that

may be realized by the Acquired funds

and the Acquiring Funds, including

economies of scale which will result in

reduced expense ratios; and (f) the

comparability of the investment

objectives, policies and restrictions of

each Acquiring Fund with those of the

corresponding Acquired fund. The

Board and the Trustees of the Trust,

including the disinterested members of

each, also found that the Plans were fair

and in the best interests of the

shareholders of the Acquired Funds and

the Acquiring Funds, and that the

interests of existing shareholders will

not be diluted as a result of the

reorganization.

8. Amendments on Form N–14 to the

Company’s and Trust’s registration

statements under the Securities Act of

1933 were filed with the Commission on

February 27, 1998 to register shares to

be issued in the proposed

reorganization. A special meeting for

shareholder consideration of the Plans

is scheduled for June 9, 1998.

9. Each Acquiring or Acquired Fund

may abandon and terminate the Plan at

any time prior to the Exchange Date

without liability if a material breach of

the terms of the Plan occurs or if a

material legal, administrative, or other

proceeding is instituted. In addition,

each Acquiring or Acquired fund may,

at its election, terminate the Plan in the

event that any condition for the Plan to

close has not been met or waived and

if the transactions have not become

effective on or before July 30, 1998.
Federal Register / Vol. 63, No. 91 /Tuesday, May 12, 1998 / Notices 26225

10. The consummation of the

reorganization will be subject to the

following conditions: (a) the

shareholders of each Acquired Fund

will have approved the Plan; (b)

applicants will have received the

exemptive relief which is the subject of

the application; and (c) applicants will

have received an opinion of counsel or

independent auditors with respect to

the federal income tax aspects of the

reorganization. Applicants agree not to

make any material changes to the

proposed Plans that affect the

application without prior Commission

approval.

Applicants’ Legal Analysis

1. Section 17(a) of the Act prohibits

an affiliated person of a registered

investment company, or any affiliated

person of such person, acting as

principal, from selling any security to,

or purchasing any security from, such

registered company. Section 2(a)(3) of

the Act defines an ‘‘affiliated person’’ of

another person to include (a) any person

that owns 5% or more of the

outstanding voting securities of such

other person, (b) any person 5% or more

of whose outstanding voting securities

are directly or indirectly owned,

controlled, or held with power to vote

by such other person, (c) any person

directly or indirectly controlling,

controlled by, or under common control

with such other person, and (d) if such

other person is an investment company,

any investment adviser of that

investment company.

2. Rule 17a–8 under the Act exempts

from the prohibitions of section 17(a)

mergers, consolidations, or purchases or

sales of substantially all of the assets of

registered investment companies that

are affiliated persons solely by reasons

of having a common investment adviser,

common directors/trustees, and/or

common officers, provided that certain

conditions set forth in the rule are

satisfied.

3. Applicants believe that they may

not rely upon rule 17a–8 because they

may be affiliated for reasons other than

those set forth in the rule. The

Acquiring and Acquired Funds have a

common investment adviser, OFI. Mass

Mutual indirectly owns more than 5%

of OFI. Mass Mutual also holds of

record 5% or more of the outstanding

voting securities of one Acquiring Fund,

the Oppenheimer Disciplined Value

Fund, and controls each of the Acquired

Funds. Because of this ownership, each

Acquiring Fund and OFI may be

deemed affiliated persons of an

affiliated person of the Acquired Funds.

Therefore, the proposed reorganization

may not meet the ‘‘solely by reason of’’

requirement of rule 17a–8. Applicants

request an order pursuant to section

17(b) of the Act exempting them from

section 17(a) to the extent necessary to

consummate the proposed

reorganization.

4. Section 17(b) of the Act provides

that the Commission may exempt a

transaction from the provisions of

section 17(a) if the terms of the

proposed transaction, including the

consideration to be paid or received, are

reasonable and fair and do not involve

overreaching on the part of any person

concerned; the proposed transaction is

consistent with the policy of each

registered investment company

concerned; and the proposed

transaction is consistent with the

general purposes of the Act.

5. Applicants submit that the terms of

the Plans satisfy the standards set forth

in section 17(b) in that the terms are fair

and reasonable and do not involve

overreaching on the part of any person.

Applicants note that the Board and the

Trustees of the Trust, including the

disinterested directors and trustees,

have reviewed the terms of the Plans,

including the consideration paid or

received, and have found that the

participation in the reorganization is in

the best interests of each Acquiring and

Acquired fund and that the interests of

the existing shareholders will not be

diluted as a result of the reorganization.

Applicants also note that the exchange

of the Acquired Funds’ assets and

liabilities for the shares of the Acquiring

Funds will be based on the Funds’

relative net asset values.

For the Commission, by the Division of

Investment Management, pursuant to

delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98–12455 Filed 5–11–98; 8:45 am]

BILLING CODE 8010–01–M

SECURITIES AND EXCHANGE

COMMISSION

[Rel. No. IC–23174; File No. 812–11062]

Sage Life Investment Trust, et al.

May 6, 1998.

AGENCY: The Securities and Exchange

Commission (the ‘‘Commission’’).

ACTION: Notice of application for an

order under Section 6(c) of the

Investment Company Act of 1940

(‘‘1940 Act’’) granting exemptive relief

from Sections 9(a), 13(a), 15(a), 15(a)

and 15(b) of the 1940 Act and Rules 6e–

2(b)(15) and 6e–3(T)(b)(15) thereunder.

SUMMARY OF APPLICATION: Applicants

seek an order to permit shares of Sage

Life Investment Trust (the ‘‘Trust’’) and

any other investment company that is

designed to fund insurance products

and for which Sage Advisors, Inc. may

serve as investment manager,

investment adviser, administrator,

manager, principal underwriter or

sponsor (‘‘Future Trusts,’’ together with

the Trust, ‘‘Trusts’’) to be sold to and

held by variable annuity and variable

life insurance separate accounts of both

affiliated and unaffiliated life insurance

companies and by qualified pension and

retirement plans (‘‘Qualified Plans’’ or

‘‘Plans’’) outside of the separate account

context.

APPLICANTS: Sage Life Investment Trust

and Sage Advisor, Inc. (‘‘Sage’’).

FILING DATE: The application was filed

on March 12, 1998.

HEARING OR NOTIFICATION OF HEARING: An

order granting the application will be

issued unless the Commission orders a

hearing. Interested persons may request

a hearing on this application by writing

to the Secretary of the Commission and

serving Applicants with a copy of the

request, personally or by mail. Hearing

requests must be received by the

Commission by 5:30 p.m. on June 1,

1998, and should be accompanied by

proof of service on the Applicants in the

form of an affidavit or, for lawyers, a

certificate of service. Hearing requests

should state the nature of the interest,

the reason for the request and the issues

contested. Persons may request

notification of the data of a hearing by

writing to the Secretary of the

Commission.

ADDRESSES: Secretary, Commission, 450

Fifth Street, N.W., Washington, D.C.

20549. Applicants, c/o James F.

Bronsdon, Esq., Safe Life Assurance of

America, Inc., 300 Atlantic Street, Suite

302, Stanford Connecticut 06901.

FOR FURTHER INFORMATION CONTACT:

Ethan D. Corey, Senior Counsel, or

Kevin M. Kirchoff, Branch Chief, Office

of Insurance Products, Division of

Investment Management, at (202) 942–

0670.

SUPPLEMENTARY INFORMATION: The

following is a summary of the

application. The complete application is

available for a fee from the Public

Reference Branch of the Commission,

450 Fifth Street, N.W., Washington, D.C.

(tel. (202) 942–8090).

Applicants’ Representations

1. The Trust, a Delaware business

trust, is registered under the 1940 Act as

an open-end, management investment

company. The Trust currently consists

of four separate portfolios (each, a

‘‘Fund’’), each of which has its own