[Federal Register Volume 83, Number 1 (Tuesday, January 2, 2018)]
[Notices]
[Pages 197-199]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-28299]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32956; 812-14749]


Oppenheimer Capital Appreciation Fund et al.; Application

December 27, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain sub-advisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the sub-advisers.

Applicants: Oppenheimer Capital Appreciation Fund; Oppenheimer Capital 
Income Fund; Oppenheimer Corporate Bond Fund; Oppenheimer Developing 
Markets Fund; Oppenheimer Discovery Fund; Oppenheimer Discovery Mid Cap 
Growth Fund; Oppenheimer Dividend Opportunity Fund; Oppenheimer 
Emerging Markets Innovators Fund; Oppenheimer Emerging Markets Local 
Debt Fund; Oppenheimer Equity Income Fund; Oppenheimer Global Fund; 
Oppenheimer Global High Yield Fund; Oppenheimer Global Multi-
Alternatives Fund; Oppenheimer Global Multi-Asset Growth Fund; 
Oppenheimer Global Multi-Asset Income Fund; Oppenheimer Global Multi 
Strategies Fund; Oppenheimer Global Opportunities Fund; Oppenheimer 
Global Real Estate Fund; Oppenheimer Global Strategic Income Fund; 
Oppenheimer Global Value Fund; Oppenheimer Gold & Special Minerals 
Fund; Oppenheimer Government Cash Reserves; Oppenheimer Government 
Money Market Fund; Oppenheimer Institutional Government Money Market 
Fund; Oppenheimer Integrity Funds; Oppenheimer International Bond Fund; 
Oppenheimer International Diversified Fund; Oppenheimer International 
Equity Fund; Oppenheimer International Growth and Income Fund; 
Oppenheimer International Growth Fund; Oppenheimer International Small-
Mid Company Fund; Oppenheimer Limited-Term Bond Fund; Oppenheimer 
Limited-Term Government Fund; Oppenheimer Macquarie Global 
Infrastructure Fund; Oppenheimer Main Street Funds; Oppenheimer Main 
Street Mid Cap Fund; Oppenheimer Main Street All Cap Fund; Oppenheimer 
Main Street Small Cap Fund; Oppenheimer Master Event-Linked Bond Fund, 
LLC;

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Oppenheimer Master Inflation Protected Securities Fund, LLC; 
Oppenheimer Master International Value Fund, LLC; Oppenheimer Master 
Loan Fund, LLC; Oppenheimer Multi-State Municipal Trust; Oppenheimer 
Municipal Fund; Oppenheimer Portfolio Series; Oppenheimer Quest for 
Value Funds; Oppenheimer Real Estate Fund; Oppenheimer ETF Trust; 
Oppenheimer Rising Dividends Fund; Oppenheimer Rochester AMT-Free 
Municipal Fund; Oppenheimer Rochester AMT-Free New York Municipal Fund; 
Oppenheimer Rochester Arizona Municipal Fund; Oppenheimer Rochester 
California Municipal Fund; Oppenheimer Rochester Fund Municipals; 
Oppenheimer Rochester Intermediate Term Municipal Fund; Oppenheimer 
Rochester Limited Term California Municipal Fund; Oppenheimer Rochester 
Maryland Municipal Fund; Oppenheimer Rochester Massachusetts Municipal 
Fund; Oppenheimer Rochester Michigan Municipal Fund; Oppenheimer 
Rochester Minnesota Municipal Fund; Oppenheimer Rochester North 
Carolina Municipal Fund; Oppenheimer Rochester Ohio Municipal Fund; 
Rochester Portfolio Series; Oppenheimer Rochester Short Term Municipal 
Fund; Oppenheimer Rochester Virginia Municipal Fund; Oppenheimer Senior 
Floating Rate Fund; Oppenheimer Senior Floating Rate Plus Fund; 
Oppenheimer Series Fund; Oppenheimer Small Cap Value Fund; Oppenheimer 
Steelpath MLP Funds Trust; Oppenheimer Steelpath Panoramic Fund; 
Oppenheimer Ultra-Short Duration Fund; Oppenheimer Variable Account 
Funds (each, an ``Oppenheimer Investment Company'' and collectively, 
the ``Oppenheimer Investment Companies'' with multiple series (each, a 
``Fund'')); OFI Global Asset Management, Inc.; OppenheimerFunds, Inc.; 
OFI SteelPath, Inc. and VTL Associates, LLC (each an ``Adviser'' and, 
collectively with the Oppenheimer Investment Companies, the 
``Applicants''). Each Oppenheimer Investment Company is organized as 
either a Delaware statutory trust or a Delaware limited liability 
company and is registered with the Commission as an open-end management 
investment company under the 1940 Act.

Filing Dates: The application was filed on February 28, 2017, and 
amended on August 31, 2017.

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 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 January 22, 2018 and should be accompanied by proof of service 
on the applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, 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, U.S. Securities and Exchange Commission, 100 F 
Street NE, Washington, DC 20549-1090. Applicants: c/o Margery K. Neale, 
Esq., Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New 
York 10019.

FOR FURTHER INFORMATION CONTACT: Rachel Loko, Senior Counsel, at (202) 
551-6883, or Holly Hunter-Ceci, Assistant Chief Counsel, at (202) 551-
6825 (Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's website by searching for the file number, or an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Summary of the Application

    1. An Adviser will serve as the investment adviser to the 
Subadvised Funds pursuant to an investment advisory agreement with the 
Oppenheimer Investment Companies (each, an ``Investment Management 
Agreement'').\1\ An Adviser will provide the Subadvised Funds with 
continuous and comprehensive investment management services subject to 
the supervision of, and policies established by, each Subadvised Funds' 
board of directors or trustees (the ``Board'').\2\ Each Investment 
Management Agreement permits the Adviser, subject to the approval of 
the Board, to delegate to one or more Sub-Advisers the responsibility 
to provide the day-to-day portfolio investment management of each 
Subadvised Funds, subject to the supervision and direction of the 
Adviser.\3\ The primary responsibility for managing the Subadvised 
Funds will remain vested in an Adviser. An Adviser will hire, evaluate, 
allocate assets to and oversee the Sub-Advisers, including determining 
whether a Sub-Adviser should be terminated, at all times subject to the 
authority of the Board.
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    \1\ Applicants request that the relief apply to the named 
Applicants, as well as to any future Fund and any other existing or 
future registered open-end management investment company or series 
thereof that intends to rely on the requested order in the future 
and that (i) is advised by the Adviser, its successors, and any 
entity controlling, controlled by or under common control with an 
Adviser or its successors (included in the term ``Adviser''), (ii) 
uses the multi-manager structure described in this application, and 
(iii) complies with the terms and conditions of this application 
(each, a ``Subadvised Fund''). For the purposes of the requested 
order, ``successor'' is limited to an entity resulting from a 
reorganization into another jurisdiction or a change in the type of 
business organization.
    \2\ The term ``Board'' includes the board of trustees or 
directors of a future Subadvised Funds.
    \3\ A ``Sub-Adviser'' for a Fund is (1) an indirect or direct 
``wholly-owned subsidiary'' (as such term is defined in the Act) of 
the Adviser for that Fund, or (2) a sister company of the Adviser 
for that Fund that is an indirect or direct ``wholly-owned 
subsidiary'' (as such term is defined in the Act) of the same 
company that, indirectly or directly, wholly owns the Adviser, or 
(3) a company of which the Adviser for that Fund is an indirect or 
direct ``wholly-owned subsidiary'' (as such term is defined in the 
1940 Act) (each of (1), (2) and (3) a ``Wholly-Owned Sub-Advisor'' 
and collectively, the ``Wholly-Owned Sub-Advisers''), or (4) an 
investment sub-adviser for that Funds that is not an ``affiliated 
person'' (as such term is defined in Section 2(a)(3) of the Act) of 
the Funds, any Feeder Fund, (as defined below) invested in a Master 
Fund (as defined below), the Funds, or the Adviser, except to the 
extent that an affiliation arises solely because the Sub-Adviser 
serves as a sub-adviser to one or more Funds (each a ``Non-
Affiliated Sub-Adviser'' and collectively, the ``Non-Affiliated Sub-
Advisers'').
     Certain Oppenheimer Investment Companies are operated in a 
master-feeder structure pursuant to Section 12(d)(1)(E) of the 1940 
Act. In such a structure, certain Funds (each, a ``Feeder Fund'') 
may invest substantially all of their assets in a Fund (a ``Master 
Fund'') pursuant to Section 12(d)(1)(E) of the 1940 Act. No Feeder 
Fund will engage any sub-advisers other than through approving the 
engagement of one or more of the Master Fund's sub-advisers.
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    2. Applicants request an exemption to permit an Adviser, subject to 
Board approval, to hire a Non-Affiliated Sub-Adviser or a Wholly-Owned 
Sub-Adviser, pursuant to Sub-Advisory Agreements and materially amend 
Sub-Advisory Agreements with Non-Affiliated Sub-Advisers and Wholly-
Owned Sub-Advisers without obtaining the shareholder approval required 
under section 15(a) of the Act and rule 18f-2 under the Act.\4\ 
Applicants also seek an exemption from the Disclosure Requirements to 
permit a Subadvised Fund to disclose (as both a dollar amount and a 
percentage of the Subadvised Fund's net assets): (a) The

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aggregate fees paid to the Adviser and any Wholly-Owned Sub-Advisers; 
(b) the aggregate fees paid to Non-Affiliated Sub-Advisers; and (c) the 
fee paid to each Affiliated Sub-Adviser.
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    \4\ The requested relief will not extend to any sub-adviser, 
other than a Wholly-Owned Sub-Adviser, who is an affiliated person, 
as defined in section 2(a)(3) of the Act, of the Subadvised Funds or 
the Manager, other than by reason of serving as a sub-adviser to one 
or more of the Subadvised Funds or to any existing or future 
registered open-end management company or series thereof advised by 
an Advisor (``Affiliated Sub-Adviser'').
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    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Subadvised Funds' shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Subadvised Funds' shareholders.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction or any class or classes of 
persons, securities, or transactions from any provisions of the Act, or 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the application, the Investment 
Management Agreements will remain subject to shareholder approval, 
while the role of the Sub-Advisers is substantially equivalent to that 
of individual portfolio managers, so that requiring shareholder 
approval of Sub-Advisory Agreements would impose unnecessary delays and 
expenses on the Subadvised Funds. Applicants believe that the requested 
relief from the Disclosure Requirements meets this standard because it 
will improve the Adviser's ability to negotiate fees paid to the Sub-
Advisers that are more advantageous for the Subadvised Funds.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2017-28299 Filed 12-29-17; 8:45 am]
 BILLING CODE 8011-01-P


