OFI Global Asset Management, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008
April 11, 2013
Via Electronic Transmission
Ms. Valerie Lithotomos
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549
| Re: | Proxy Statement for the Oppenheimer Funds listed on Schedule A |
Dear Ms. Lithotomos:
An electronic ("EDGAR") filing is transmitted herewith pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This filing contains definitive proxy materials to be furnished to shareholders of each of the Oppenheimer-advised funds listed on Schedule A (the "Funds") in connection with joint meetings of the Funds’ shareholders to be held June 21, 2013. Those materials include the proxy statement, ballot, and notice of meeting. The Funds expect to mail the definitive materials to shareholders on or about April 12, 2013.
We have reviewed your comments, received on March 19, 2013, to the Funds’ preliminary proxy materials filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2013. For your convenience, we have included each of your comments in italics, followed by our response. The captions used below correspond to the captions the Funds use in the proxy materials and defined terms have the meanings defined therein.
1. Although consistent with the requirements of the Exchange Act and Schedule 14-A, please consider breaking up the proxy statement into multiple proxy statements, or if that is not possible, consider revising the notice to better explain the multiple shareholder meetings and proposals being described.
The Funds have re-written the notices to make clear to Fund shareholders that there are two separate shareholder meetings. In addition, each proposal has been outlined in the notices as applying to the specified applicable Funds, to make clear to shareholders exactly which proposals apply to their Fund. The Funds believe that this improves the plain-English reading of the notices. The Funds note that, as the SEC has an interest in shareholders reading and reviewing the definitive materials, the Funds likewise want shareholders to review the materials to approve the proposals. As a result, the Funds agree with the SEC that improving the reading experience of shareholders is important. However, the Funds decline to break the proxy statement up into multiple separate proxy statements. As the SEC staff notes, grouped proposals among the Funds is consistent with the requirements of the Exchange Act and Schedule 14-A. The Funds note that it would be cost prohibitive to break the proxy statement into multiple separate or grouped proxy statements. The estimated direct solicitation expenses of this proxy statement are expected to be approximately $8,500,000, although indirect reimbursement expenses to brokerage firms, custodians, banks and fiduciaries for expenses in forwarding the proxy statement will also be borne by the Funds. Those indirect expenses are expected to add several million dollars to the overall costs of the proxy statement. Any split in the proxy statement would multiply direct and indirect expenses, such that two proxy statements would nearly double the costs. The Funds do not believe that nearly doubling the cost of a multi-million dollar solicitation would serve the interests of the Funds or their shareholders.
* * * * *
The undersigned hereby acknowledges that (i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Sincerely, | ||
| /s/ Edward Gizzi | ||
| Edward Gizzi Vice President & Associate Counsel | ||
| Tel.: 212.323.4091 |
| cc: | Kramer Levin Naftalis & Frankel LLP |
| Lori E. Bostrom, Esq. | |
| Emily Ast, Esq. |
Schedule A
Oppenheimer AMT-Free Municipals
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Equity Income Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Multi Strategies Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Global Value Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Institutional Money Market Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Master International Value Fund, LLC
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-State Municipal TRUST, on behalf of Oppenheimer Pennsylvania Municipal Fund, Oppenheimer New Jersey Municipal Fund and Oppenheimer Rochester National Municipal Fund
OPPENHEIMER MUNICIPAL FUND, on behalf of Oppenheimer Rochester Limited Term Municipal Fund
Oppenheimer Portfolio Series,on behalf of Oppenheimer Conservative Investor Fund, Oppenheimer Moderate Investor Fund, Oppenheimer Equity Investor Fund and Oppenheimer Active Allocation Fund
OPPENHEIMER QUEST FOR VALUE FUNDS,on behalf of Oppenheimer Global Allocation Fund, Oppenheimer Flexible Strategies Fund, and Oppenheimer Small- & Mid-Cap Value Fund
Oppenheimer Real Estate Fund
Oppenheimer Rising Dividends Fund
Oppenheimer Rochester AMT-Free New York Municipal fund
Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Rochester Intermediate Term 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
Oppenheimer Rochester Short Term Municipal Fund
Oppenheimer Rochester Virginia Municipal Fund
oppenheimer Rochester Fund Municipals
Oppenheimer Select Value Fund
Oppenheimer Series Fund, Inc.,on behalf of Oppenheimer Value Fund
Oppenheimer Small- & Mid-Cap Growth Fund
Oppenheimer U.S. Government Trust
Rochester Portfolio series,on behalf of Oppenheimer Rochester Limited Term New York Municipal Fund