[Federal Register Volume 63, Number 125 (Tuesday, June 30, 1998)]
[Notices]
[Pages 35623-35624]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-17295]


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SECUTITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 23265; 812-10936]


Bond Fund Series, et al.; Notice of Application

June 23, 1998.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for an order under section 12(d)(1)(J) of 
the Investment Company Act of 1940 (the ``Act'') for an exemption for 
section 12(d)(1)(G)(i)(II).

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Summary of the Application: Applicants seek an order that would permit 
a fund of funds relying on section 12(d)(1)(G) of the Act to make 
investments in securities and other instruments.
Applicants: Bond Fund Series, Centennial America Fund, L.P., Centennial 
California Tax Exempt Trust, Centennial Government Trust, Centennial 
Money Market Trust, Centennial New York Tax Exempt Trust, Centennial 
Tax Exempt Trust, Oppenheimer California Municipal Fund, Oppenheimer 
Capital Appreciation Fund, Oppenheimer Cash Reserves, Oppenheimer 
Champion Income Fund, Oppenheimer Core Equity Fund, Oppenheimer 
Developing Markets Fund, Oppenheimer Discovery Fund, Oppenheimer 
Enterprise Fund, Oppenheimer Equity Income Fund, Oppenheimer Global 
Fund, Oppenheimer Global Growth & Income Fund, Oppenheimer Gold & 
Special Minerals Fund, Oppenheimer Growth Fund, Oppenheimer High Yield 
Fund, Oppenheimer Integrity Funds, Oppenheimer International Bond Fund, 
Oppenheimer International Growth Fund, Oppenheimer International Small 
Company Fund, Oppenheimer Large Cap Growth Fund, Oppenheimer Large Cap 
Value Fund, Oppenheimer Limited-Term Government Fund, Oppenheimer Main 
Street Funds, Inc.<SUP></SUP>, Oppenheimer MidCap Fund, Oppenheimer 
Money Market Fund, Inc., Oppenheimer Mult- State Municipal Trust, 
Oppenheimer Multiple Strategies Fund, Oppenheimer Municipal Bond Fund, 
Oppenheimer Municipal Fund, Oppenheimer New York Municipal Fund, 
Oppenheimer Quest Capital Value Fund, Inc., Oppenheimer Quest for Value 
Funds, Oppenheimer Quest Global Value Fund, Inc., Oppenheimer Quest 
Value Fund, Inc., Oppenheimer Real Asset Fund, Oppenheimer Series Fund 
Inc., Oppenheimer Stable Value Fund, Oppenheimer Strategic Income Fund, 
Oppenheimer Total Return Fund, Inc., Oppenheimer U.S. Government Trust, 
Oppenheimer Variable Account Funds, Oppenheimer World Bond Fund, 
Panorama Series Fund, Inc., Rochester Fund Municipals, and Rechester 
Portfolio Series (Collectively, the ``Existing Funds''), Oppenheimer 
Funds, Inc. (``OFI''), Oppenheimer Real Asset Management (``ORAM''), 
Centennial Asset Management Corporation (``CAMC'') (collectively, the 
``Advisers''), and Oppenheimer Funds Distributor, Inc. (``OFDI''), 
including each applicant's successor in interest.\1\.

    \1\ ``Successor in interest'' is limited to entities that result 
from a reorganization into another jurisdiction or a change in the 
type of business organization.
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Filing Dates: The application was filed on December 30, 1997, and 
amended on March 10, 1998. Applicants have agreed to file an additional 
amendment, the substance of which is incorporated in this notice, 
during the notice period.

Hearing or Notification of Hearing: An order granting the application 
will be issued unless the SEC order a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving the 
applicants with a copy of the request, personally or mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on July 20, 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 interests, the 
reason for the request, and the issues contested. Persons may request 
notification by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington DC 20549. 
Applicants, Two World Trade Center, 34th Floor, New York, New York 
10048-0203.

FOR FURTHER INFORMATION CONTACT: J. Amanda Machen, Senior Counsel, at 
(202) 942-7120, or Christine Y. Greenlees, 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 SEC's Public Reference Branch, 450 Fifth Street, NW., Washington, 
DC 20549 (telephone (202) 942-8090).

Applicants' Representations

    1. Each of the Existing Funds is organized as either a Maryland 
corporation, a Massachusetts business trust, or a Delaware limited 
partnership, and is an open-end management investment company 
registered under the Act. Several of the Existing Funds are organized 
as series companies. Applicants request that the relief apply to any 
registered open-end management investment company or series thereof 
which in the future is part of the same ``group of investment 
companies,'' as defined in section 12(d)(1)(G)(ii) of the Act, as the 
Existing Funds, and for which OFDI, CAMC, or any entity controlled by 
OFDI or CAMC, acts as principal underwriter, or for which OFI, ORAM, 
CAMC, or any entity controlled by OFI, ORAM, or CAMC, acts as 
investment adviser (together with any future series of Existing Funds, 
the ``New Funds''). \2\ The New Funds and the Existing Funds are 
collectively referred to as the ``Funds'' and individually as a 
``Fund.''
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    \2\ All existing investment companies that currently intend to 
rely on the requested order named as applicants, and any New Fund 
that subsequently relies on the order will comply with the terms and 
conditions of the application.
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    2. The Funds will be designated as either Mixed Funds or Core 
Funds. Each Mixed Fund will invest in a combination of Core Funds and, 
pursuant to the relief requested in the application, in other 
securities that are consistent with the Fund's stated investment 
objectives and policies (``Additional Portfolio Investments''). 
Applicants want to have the flexibility to invest in Additional 
Portfolio Investments so that the Mixed Funds can take advantage of 
available investment opportunities as well as make investments in the 
Core Funds. OFI or one of its subsidiaries, CAMC, or ORAM, each an 
investment adviser registered under the Investment Advisers Act of 
1940, will serve as investment adviser to the Funds.

Applicants' Legal Analysis

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment company may acquire securities of another investment company 
if such

[[Page 35624]]

securities represent more than 3% of the acquired company's outstanding 
voting stock, more than 5% of the acquiring company's total assets, or 
if such securities, together with the securities of other investment 
companies, represent more than 10% of the acquiring company's total 
assets. Section 12(d)(1)(B) provides that no registered open-end 
investment company may sell its securities to another investment 
company if the sale will cause the acquiring company to own more than 
3% of the acquired company's voting stock to be owned by investment 
companies.
    2. Section 12(d)(1)(G) of the Act provides that section 12(d)(1) 
will not apply to securities of an acquired company purchased by an 
acquiring company if: (a) the acquiring company and the acquired 
company are part of the same group of investment companies; (b) the 
acquiring company holds only securities of acquired companies that are 
part of the same group of investment companies, government securities, 
and short-term paper; (c) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are 
limited; and (d) the acquired company has a policy that prohibits it 
from acquiring securities of registered open-end investment companies 
or registered unit investment trusts in reliance on section 12(d)(1) 
(F) or (G).
    3. Applicants state that the investment by the Mixed Funds in the 
Core Funds will comply with section 12(d)(1)(G) of the Act, with the 
exception of the requirement in section 12(d)(1)(G)(i)(II) that the 
Mixed Funds limit their other investments to Government securities and 
short-term paper.
    4. Section 12(d)(1)(J) provides that the SEC may exempt persons or 
transactions from any provision of section 12(d)(1) if and to the 
extent that the exemption is consistent with the public interest and 
the protection of investors. Applicants request relief under section 
12(d)(1)(J) from section 12(d)(1)(G)(i)(II) to permit the Mixed Funds 
to invest in Additional Portfolio Investments as described in the 
application. Applicants believe that the Mixed Funds' proposed 
investments in Additional Portfolio Investments do not raise any of the 
concerns that the requirements of section 12(d)(1)(G) were designed to 
address.

Applicants' Conditions

    Applicants agree that the order granting the requested relief will 
be subject to the following conditions:
    1. Applicants will comply with all provisions of section 
12(d)(1)(G), except for section 12(d)(1)(G)(i)(II) to the extent that 
it restricts the Mixed Funds from investing in the Additional Portfolio 
Investments as described in the application.
    2. Before approving any investment advisory contract for a Mixed 
Fund, the directors of the Mixed Fund, including a majority of the 
directors who are not ``interested persons'' as defined in section 
2(a)(19) of the Act, will find that the advisory fee, if any, charged 
under the contract is based on services provided that are in addition 
to, rather than duplicative of, services provided under the contracts 
of any Core Fund in which the Mixed Fund may invest.These findings and 
their basis will be recorded fully in the minute books of the Mixed 
Fund.

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-17295 Filed 6-29-98; 8:45 am]
BILLING CODE 8010-01-M