As filed with the Securities and Exchange Commission on May 18, 2000
1933 Act File No. 333-82579
1940 Act File No. 811-09373
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
(Check appropriate box or boxes)
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. __
[ ] Post-Effective Amendment No. __
and/or
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 2
OPPENHEIMER SENIOR FLOATING RATE FUND
(Exact Name of Registrant Specified in Charter)
6803 South Tucson Way, Englewood, CO 80112
(Address of Principal Executive Offices) (Number, Street, City, State, Zip
Code)
1-800-525-7048
(Registrant's Telephone Number, Including Area Code)
Andrew J. Donohue
OppenheimerFunds, Inc.
Two World Trade Center, New York, NY 10048
(Name and Address (Number, Street, State, Zip Code) of Agent for Service)
Approximate Date of Proposed Public Offering: May 18, 2000
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan, check
the following box [X]
It is proposed that this filing will become effective (check applicable box):
[ ] when declared effective pursuant to section 8(c), or as follows:
(the following boxes are included on the basis that the Registrant makes
repurchase offers under Rule 23c-3 under the Investment Company Act of 1940
and is making this filing in accordance with Rule 486 under the Securities
Act of 1933)
[ ] immediately upon filing pursuant to paragraph (b)
[ X ] on May 18, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[ ] on _____________ pursuant to paragraph (a) of Rule 486.
[ ] This post-effective amendment designates a new effective date for a
previously-filed registration statement.
[ ] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is ________.
This Registration Statement includes a combined prospectus pursuant to Rule 429
which relates to an earlier Registration Statement filed by Registrant on July
9, 1999, (File No. 333-82579), which registered 100,000 Class A shares,
6,000,000 Class B shares and 3,900,000 Class C shares, each having a par value
of $.001 per share, as amended to date.
CALCULATION OF REGISTRATION FEE UNDER SECURITIES ACT OF 1933
- ----------------------------------------------------------------------
Proposed Proposed
Title of Amount Being Maximum Price Maximum Amount of
Securities Registered Per Unit Aggregate Registration
Being Offering Fee
Registered Price
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class A
Shares of 10,000,000 $9.98 $99,800,000 $26,347.20(4)
Beneficial shares
Interest
(par value
$.001 per
share) (2)
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class A
Shares of 100,000 $10.00 $1,000,000 $278.00(4)
Beneficial shares
Interest
(par value
$.001 per
share (2)
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class B
Shares of 10,000,000 $9.98 $99,800,000 $26,347.20(4)
Beneficial shares
Interest
(par value
$.001 per
share) (2)
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class B
Shares of 6,000,000 $10.00 $60,000,000 $16,680.00(4)
Beneficial shares
Interest
(par value
$.001 per
share) (2)
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class C
Shares of 10,000,000 $9.95 $99,500,000 $26,268.00(3)
Beneficial shares
Interest
(par value
$.001 per
share) (1)
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class C
Shares of 10,000,000 $9.99 $99,900,000 $26,373.60(4)
Beneficial shares
Interest (par
value $.001
per share) (2)
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class C
Shares of 3,900,000 $10.00 $39,000,000 $10,842.00(4)
Beneficial shares
Interest
(par value
$.001 per
share) (2)
- ----------------------------------------------------------------------
(1) Currently being registered.
(2) Previously registered and carried forward under this Registration Statement.
(3)Calculated pursuant to Rule 457(d) based on the net asset value per share of
$9.95 on April 28, 2000.
(4) Registration fee previously paid.
The Registrant's Prospectus dated September 7, 1999, as filed with the
Securities and Exchange Commission on Form N-2 on July 9, 1999 and Statement of
Additional Information dated September 7, 1999, revised January 31, 2000, as
filed with the Securities and Exchange Commission on February 1, 2000 (File Nos.
333-82579 and 811-09373) are hereby incorporated by reference.
<PAGE>
Oppenheimer Senior Floating Rate Fund
Supplement dated May 18, 2000 to the
Prospectus dated September 7, 1999
The Prospectus is changed as follows:
1. The Supplement dated January 18, 2000, to the Prospectus is replaced by this
supplement.
2. The reference to "10,000,000 Shares" on the top of the front cover page is
deleted. All references in the Prospectus to the number of shares of the Fund
registered with the Securities and Exchange Commission are revised to reflect
the registration of an additional 10,000,000 Class C shares, bringing the
total shares registered to 10,100,000 Class A shares, 16,000,000 Class B
shares and 23,900,000 Class C shares.
3. The table (and accompanying notes) on the front cover is replaced by the
following:
The Fund began the continuous offering of its shares on September 8, 1999.
The Fund is authorized to issue an unlimited number of shares of each
class and to date has registered 10,100,000 Class A shares, 16,000,000
Class B shares and 23,900,000 Class C shares. Shares are offered to the
public at a price equal to the net asset value per share. As of April 28,
2000, the net asset values per share of the Fund's share classes were as
follows: Class A: $9.94, Class B: $9.95, and Class C: $9.95. The net asset
values and therefore the offering prices of each class of shares will
fluctuate over the course of the offering. Class A shares may be purchased
without initial sales charge, but only upon the automatic conversion of
Class B shares 72 months after their purchase or by exchange of Class A
shares of certain other Oppenheimer funds. Class B and Class C shares are
offered without any initial sales charge, but are each subject to an
annual service fee, an annual asset-based distribution fee and an early
withdrawal charge. Please refer to "How to Buy Shares" for details. The
Fund intends to invest the net proceeds of the offering of its shares in
portfolio securities as soon as is practicable after receipt of the
proceeds. The Fund's investment advisor, OppenheimerFunds, Inc. (the
"Manager"), has borne the offering expenses of the initial offering of
10,000,000 shares of the Fund. The offering expenses for
subsequently-registered and offered shares, estimated to be $44,000, will
be borne by the Fund, subject to any reimbursement of expenses by the
Manager.
4. On page 4, a new footnote 5 is added to the column under "Class A Shares
Early Withdrawal Charges" in the chart entitled "Shareholder Transaction
Expenses" as follows:
5. An Early Withdrawal Charge may apply to repurchases of Class A shares
that were purchased by exchange of class A shares of other Oppenheimer
funds that were still subject to the Class A contingent deferred sales
charge of those funds at the time of exchange. See "How to Buy Shares
Class A Early Withdrawal Charge" for details.
Footnote 2 to the same chart is revised to read as follows:
2. Class A shares are not currently offered for direct purchase except by
exchange of Class A shares of certain other Oppenheimer funds.
5. On page 4, footnote 2 to the Annual Expenses chart is revised to read as
follows:
The management fee is based upon a percentage of the Fund's average annual
net assets and is shown without giving effect to a voluntary reduction by
the Manager of 0.20% of the management fee annually. That voluntary
reduction and waiver may be withdrawn or amended at any time. With that
fee waiver and reduction, the estimated management fee for each class is
0.53% and Total Annual Expenses are estimated at 1.13% for Class A and
1.63% for Class B and Class C. Additionally, the management fee in the
table does not reflect the Manager's voluntary agreement to waive: (i) its
entire management fee for the period from the commencement of operations
of the Fund on September 8, 1999 through March 31, 2000, and (ii) 0.50% of
its management fee for the period from March 1, 2000 through March 31,
2000.
6. On page 5, the Examples depicting the effect of the Fund's estimated expenses
on a $1,000 investment in shares of each Class of the Fund are replaced by the
following examples, which show the effect of the estimated expenses in the
Annual Expenses chart without giving effect to the Manager's currently operative
voluntary expense waiver.
-----------------------------------------------------------
Assuming you do not
tender shares for
repurchase by the Fund 1 Year 3 Years 5 Years 10 Years
-----------------------------------------------------------
-----------------------------------------------------------
Class A shares $14 $42 $73 $160
-----------------------------------------------------------
-----------------------------------------------------------
Class B shares $19 $58 $99 $190
-----------------------------------------------------------
-----------------------------------------------------------
Class C shares $19 $58 $99 $215
-----------------------------------------------------------
-----------------------------------------------------------
Assuming you tender
your shares for
repurchase by the
Fund on the last day
of the period and a 1 Year 3 Years 5 Years 10 Years
Class B or Class C
Early Withdrawal
Charge applies
-----------------------------------------------------------
-----------------------------------------------------------
Class A shares $14 $42 $73 $160
-----------------------------------------------------------
-----------------------------------------------------------
Class B shares $49 $73 $109 $190
-----------------------------------------------------------
-----------------------------------------------------------
Class C shares $29 $58 $99 $215
-----------------------------------------------------------
7. On page 8, the last two sentences of the second paragraph in "How Can I Buy
Shares?" are revised to read as follows:
The Fund's Class A shares may not be purchased directly, except by
exchange of Class A shares of certain other Oppenheimer funds. Class A
shares are also available on the automatic conversion of Class B shares of
the Fund 72 months after those shares are purchased.
8. On page 8, an additional "bulleted" paragraph is added to the section "Are
There Any Sales Charges for Investing in the Fund?" as follows:
o If you acquire Class A shares of the Fund by exchange of Class A shares
of other Oppenheimer funds that were still subject to a Class A
contingent deferred sales charge at the time you exchanged them,
they will become subject to the Fund's Class A Early Withdrawal
Charge. If any of those Class A shares of the Fund are
repurchased within 18 months of the original purchase date of the
shares of the fund from which they were exchanged, they will be
subject to the Fund's Class A Early Withdrawal Charge of 1%
(explained in "Class A Early Withdrawal Charge" below).
9. On page 10, the second and third sentences of the first paragraph of the
section entitled "Borrowing" are replaced by the following:
The Fund may borrow if necessary to obtain short-term credit to allow it
to repurchase shares during Repurchase Offers, to manage cash flows and to
fund additional purchase commitments under Senior Loans. The Fund may also
borrow to acquire additional investments (a technique known as
"leverage"). To the extent that the costs of borrowing exceed the return
on the investments purchased with the borrowed amounts, the Fund's returns
will be adversely affected. Borrowing for leverage also increases the risk
of higher volatility of the net asset values of the Fund's shares.
10. On page 29, the third sentence in the first paragraph of the section
entitled "Borrowing" is replaced by the following:
The Fund can also borrow money to finance share repurchases during
Repurchase Offers and to finance the purchase of additional investments (a
technique referred to as "leverage"). The Fund might borrow for leverage
to attempt to maintain the desired level of investment in Senior Loans
after accounting for anticipated cash flows from prepayments of Senior
Loans, the sale of Fund shares, cash outflows to fulfill settlement
obligations (including obligations under revolving Senior Loans to fund
additional loan commitments) and repurchases of Fund shares. The Fund
might also borrow to acquire additional investments when the Manager
believes that the interest payments and costs associated with borrowing
will not exceed the total return on the investments acquired with those
borrowings. However, the success of that type of leverage strategy depends
on the Manager's ability to predict correctly interest rate and market
movements, and there is no assurance that a leveraging strategy will be
successful. Unless the income and appreciation, if any, on assets acquired
with borrowed funds exceed the costs of borrowing, the use of leverage
will reduce the Fund's investment performance compared with what it would
have been without leveraging.
The second sentence of the second paragraph of "Borrowing" on page 29 is
deleted.
11. On page 31, the reference to "standardized yield" in "Explanation of
Performance Terminology" is deleted.
12. On page 32, the section entitled "Portfolio Managers" is revised to read as
follows:
The portfolio managers of the Fund are Arthur Zimmer and Joseph Welsh.
Margaret Mudd is an Associate Portfolio Manager of the Fund. Mr. Zimmer is
also a Vice President of the Fund and a Senior Vice President of the
Manager and has been a portfolio manager with OppenheimerFunds since 1990.
He also serves as an officer and portfolio manager for other Oppenheimer
funds.
Mr. Welsh is an Assistant Vice President of the Manager and of the
Fund. He joined the Manager in January 1995 as a high yield bond
analyst. Prior to joining the Manager, Mr. Welsh was a high yield
bond analyst for W.R. Huff Asset Management (from November 1991 to
December 1994).
Ms. Mudd is an Assistant Vice President of the Manager and of the
Fund. She joined the Manager in October 1999. Prior to joining
the Manager, Ms. Mudd was a Vice President - Syndications of Sanwa
Bank California (from January 1998 to September 1999). From May
1990 to January 1998 she was a Vice President of Banque Nationale
de Paris.
13. On page 32, in the section entitled "Advisory Fees," the last three
sentences are revised to read as follows:
The Manager has voluntarily agreed to reduce its management fee by 0.20%
of average annual net assets. This waiver may be amended or withdrawn by
the Manager at any time. Additionally, for the period from the
commencement of the Fund's operations on September 8, 1999 through
February 29, 2000, the Manager voluntarily waived the management fee
entirely. For the period March 1, 2000 through March 31, 2000, the Manager
voluntarily waived 0.50% of the management fee. Those waivers have the
effect of reducing the Fund's overall expenses, thereby increasing its
yield.
14. In the introductory paragraph of "How Do I Buy Shares?" on page 33, and in
"Class A Shares" on page 36, the description of the availability of Class A
shares is revised to read: "Class A shares are available upon automatic
conversion of Class B shares (please refer to "Automatic Conversion of Class B
Shares" below) and by exchange of Class A shares of certain other Oppenheimer
funds."
15. The section entitled "Are There Any Early Withdrawal Charge Waivers?" on
page 37 is revised by adding a new final sentence as follows:
The Class B and Class C Early Withdrawal Charges are waived in the case of
repurchases of shares owned by present and former officers, directors,
trustees and employees (and their "immediate families" as that term is
defined in Appendix B to the Statement of Additional Information) of the
Fund, the Manager and its affiliates, and retirement plans established by
them for their employees.
16. A new section is added on page 37 after "Are There Any Early Withdrawal
Charge Waivers?" as follows:
Class A Early Withdrawal Charge. Class A shares cannot be directly purchased
but may be acquired upon automatic conversion of Class B shares (discussed
below) or by exchange of Class A shares of certain other Oppenheimer funds
(as described in "How To Exchange Shares," below). Class A shares of another
Oppenheimer fund that were purchased subject to the Class A contingent
deferred sales charge of that fund and that are still subject to that Class A
contingent deferred sales charge at the time of exchange will become subject
to the Fund's Class A Early Withdrawal Charge.
If any of those Class A shares of the Fund that are subject to the Class A
Early Withdrawal Charge are repurchased within 18 months of the end of the
calendar month of the original purchase date of the exchanged shares, an
Early Withdrawal Charge may be deducted from the repurchase proceeds. That
Early Withdrawal Charge will be equal to 1.00% of the lesser of (1) the
aggregate net asset value of the repurchased shares calculated at the
Repurchase Pricing Date or (2) the original net asset value of the
repurchased shares. The Class A Early Withdrawal Charge will not exceed the
aggregate amount of the commissions the Distributor paid to your dealer on
all purchases of Class A shares of all other Oppenheimer funds you made that
were subject to Class A contingent deferred sales charges. In determining
whether an Early Withdrawal Charge is payable when any of your Class A shares
are repurchased, the Fund will first repurchase shares that are not subject
to the charge, including shares purchased by reinvestment of dividends and
capital gains distributions. Then the Fund will repurchase other Class A
shares in the order in which you purchased them by exchange. The Early
Withdrawal Charge is retained by the Distributor to help pay for some of its
distribution-related costs and expenses.
17. The second sentence of the footnote under the Class B Early Withdrawal
Charge table on page 38 is revised to read as follows:
In applying the Early Withdrawal Charge, all purchases are considered to
have been made on the first regular business day of the month during which
the purchase was made.
18. In the first "bulleted" paragraph entitled "Early Withdrawal Charges" under
"Special Considerations and Risks of Repurchases" on page 44, the following
sentence is added after the existing sentence in that section:
You may be subject to an Early Withdrawal Charge on Class A shares that
are repurchased if those shares were acquired by exchange of Class A
shares of another Oppenheimer fund that were originally purchased subject
to a Class A contingent deferred sales charge and are repurchased within
18 months of the end of the calendar month of in which the original
purchase occurred.
19. In the second full paragraph of the section entitled "How to Exchange
Shares" on page 49, the fourth and fifth sentences are replaced by the
following:
Class A shares of this Fund may be acquired by exchange of Class A shares
of other Oppenheimer funds (except Class A shares of Oppenheimer Cash
Reserves and shares of Oppenheimer Money Market Fund, Inc.). If any Class
A shares of another Oppenheimer fund that are exchanged are subject to the
Class A contingent deferred sales charge of that fund at the time of
exchange, they will be subject to the Fund's Class A Early Withdrawal
Charge if they are repurchased prior to the end of the 18th month after
the end of the calendar month in which the exchanged Class A shares were
originally purchased.
May 18, 2000 PS0291.006
<PAGE>
Oppenheimer Senior Floating Rate Fund
Supplement dated May 18, 2000 to the Statement of
Additional Information dated September 7, 1999,
revised January 31, 2000
The Statement of Additional Information is supplemented as follows:
1. In the section captioned "How the Fund is Managed - Trustees and Officers of
the Fund" on page 44, the following new paragraph is added after the sixth
paragraph:
Margaret Mudd, Assistant Vice President and Associate Portfolio Manager; Age:
41.
6803 South Tucson Way, Englewood, Colorado 80112
Assistant Vice President of the Manager (since October 1999); previously a Vice
President - Syndications of Sanwa Bank California (January 1998 - September
1999), prior to which she was a Vice President of Banque Nationale de Paris (May
1990 -January 1998).
May 18, 2000 PX0291.001
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
1. Financial Statements: Not applicable
2. Exhibits
(a) Amended and Restated Declaration of Trust dated 08/13/99 of
Registrant.*
(b) By-Laws dated 08/24/99 of Registrant.*
(c) Not Applicable.
(d) Articles Fourth, Fifth and Seventh of Registrant's Declaration
of Trust define the rights of holders of the securities being
registered hereby.
(e) Not Applicable.
(f) Not Applicable.
(g) Form of Investment Advisory Agreement between Registrant and
OppenheimerFunds, Inc.*
(h) (1) Form of General Distributor's Agreement between
Registrant and OppenheimerFunds Distributors, Inc.*
(2) Form of Dealer Agreement of OppenheimerFunds Distributor,
Inc.: Filed with Pre-Effective Amendment No. 2 of
Oppenheimer Trinity Value Fund (Reg. No. 333-79707),
08/25/1999, and incorporated herein by reference.
(3) Form Broker Agreement of OppenheimerFunds Distributor,
Inc.: Filed with Pre-Effective Amendment No. 2 of
Oppenheimer Trinity Value Fund (Reg. No. 333-79707),
08/25/1999, and incorporated herein by reference.
(4) Form of Agency Agreement of OppenheimerFunds Distributor,
Inc.: Filed with Pre-Effective Amendment No. 2 of
Oppenheimer Trinity Value Fund (Reg. No. 333-79707),
08/25/1999, and incorporated herein by reference.
(i) Form of Deferred Compensation Plan for Disinterested Trustees:
Filed with Post-Effective Amendment No. 40 to the
Registration Statement of Oppenheimer High Yield Fund
(Reg. No. 2-62076), 10/27/98, and incorporated herein by
reference.
(j) Form of Custodian Agreement.*
(k) (1) Form of Service Plan for Class A shares.*
(2) Form of Distribution and Service Plan for Class B shares.*
(3) Form of Distribution and Service Plan for Class C shares.*
(4) Form of Multiple Class Plan under Rule 18f-3 as
amended through 08/24/99.*
(l) (1) Opinion of Myer, Swanson Adams & Wolf, P.C., counsel to
Registrant, as to the legality of the Fund's shares.
(2) Opinion of Goodwin, Procter & Hoar, special Massachusetts
counsel to Registrant, as to the legality of the Fund's
shares.*
(m) Not Applicable.
(n) Independent Auditors' Consent.*
(o) Not Applicable.
(p) Subscription Agreement for Initial Capital.*
(q) Not Applicable.
(r) Not Applicable.
-- Powers of Attorney for Trustees: Filed with Post-Effective
Amendment No. 41 to the registration statement of Oppenheimer
High Yield Fund (Reg. No. 2-62078), 8/26/1999, and
incorporated herein by reference.
ITEM 25. MARKETING ARRANGEMENTS
See Form of General Distributor's Agreement filed by pre-effective
amendment Number 1 as Exhibit (h) to this Registration Statement.
- -------------------------------------------------------------------------------
* Filed with pre-effective amendment Number 1 to Registrant's registration
statement on Form N-2, 8/31/99 (Reg. No. 333-82579), and incorporated herein
by reference.
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION: All of the Registrant's
initial organization and offering expenses have been absorbed by
OppenheimerFunds, Inc. The following table sets forth the expenses incurred or
expected to be incurred in connection with the 10,000,000 shares of the
Registrant being registered in this Registration Statement under the Securities
Act of 1933, other than underwriting discounts and commissions.
SEC/Blue Sky Fees $30,000
Printing Expenses 5,000
Legal Fees 5,000
Mailing Expenses 4,000
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
Not applicable.
- -------------------------------------------------------------------------------
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Title of Class Number of Record Holders as of 4/28/00
- -------------------------------------------------------------------------------
Class A Shares of Beneficial Interest 208
Class B Shares of Beneficial Interest 1,947
Class C Shares of Beneficial Interest 2,844
- ------------
ITEM 29. INDEMNIFICATION
Reference is made to the provisions of Article Seven of Registrant's
Amended and Restated Declaration of Trust filed as Exhibit 2(a) to this
Registration Statement, and incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a trustee, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person, Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The description of the business of OppenheimerFunds, Inc. is set forth
under the caption "How the Fund is Managed" in the Prospectus and the Statement
of Additional Information forming part of this Registration Statement.
The information as to the Directors and Officers of OppenheimerFunds, Inc.
set forth in OppenheimerFunds, Inc.'s Form ADV filed with the Securities and
Exchange Commission (File No. 801-825), as amended through the date hereof, is
incorporated herein by reference.
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
1. Accounts and records of the Fund are maintained at (i) the Fund's office at
6803 South Tucson Way, Englewood, Colorado 80112 and (ii) the offices of
OppenheimerFunds, Inc. at Two World Trade Center, New York, New York 10048.
2. OppenheimerFunds Services, P.O. Box 5270 Denver, Colorado 80217, maintains
all the required records in its capacity as transfer, dividend paying and
shareholder service agent of the Registrant.
ITEM 32. MANAGEMENT SERVICES
Not Applicable.
ITEM 33. UNDERTAKINGS
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4. a. To file during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the Prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
b. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
c. To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
5. Not Applicable.
6. The Registrant undertakes to send by first class mail or other
means designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any Statement of Additional Information.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all the requirements
for effectiveness of this Registration Statement pursuant to Rule 486(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Arapahoe, and State of Colorado, on this 18th day of May, 2000.
OPPENHEIMER SENIOR FLOATING RATE FUND
By: /s/ James C. Swain*
----------------------------------------
James C. Swain, Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
Signatures Title Date
/s/ James C. Swain* Chairman of the May 18, 2000
- -------------------------- Board of Trustees
James C. Swain and Principal Executive
Officer
/s/ Bridget A. Macaskill* President
- --------------------------- and Trustee May 18, 2000
Bridget A. Macaskill
/s/ Brian W. Wixted* Treasurer and Principal May 18, 2000
- --------------------------- Financial and Accounting
Brian W. Wixted Officer
/s/ William L. Armstrong Trustee May 18, 2000
- ----------------------------
William L. Armstrong
/s/ Robert G. Avis* Trustee May 18, 2000
- ----------------------------
Robert G. Avis
/s/ William A. Baker* Trustee May 18, 2000
- ---------------------------
William A. Baker
/s/ George C. Bowen* Trustee May 18, 2000
- ---------------------------
George C. Bowen
/s/ Jon S. Fossel* Trustee May 18, 2000
- ---------------------------
Jon S. Fossel
/s/ Sam Freedman* Trustee May 18, 2000
- ---------------------------
Sam Freedman
/s/ Raymond J. Kalinowski* Trustee May 18, 2000
- ---------------------------
Raymond J. Kalinowski
/s/ C. Howard Kast* Trustee May 18, 2000
- ---------------------------
C. Howard Kast
/s/ Robert M. Kirchner* Trustee May 18, 2000
- ---------------------------
Robert M. Kirchner
/s/ Ned M. Steel* Trustee May 18, 2000
- ---------------------------
Ned M. Steel
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
OPPENHEIMER SENIOR FLOATING RATE FUND
EXHIBITS FILED
Exhibit No. Exhibit
2(1)(1) Opinion of Myer, Swanson, Adams & Wolf, P.C.
May 16, 2000
Oppenheimer Senior Floating Rate Fund
6803 S. Tucson Way
Englewood, CO 80112
Dear Ladies and Gentlemen:
This opinion is being furnished to Oppenheimer Senior Floating Rate Fund,
a Massachusetts business trust (the "Fund"), in connection with the registration
of an additional 10,000,000 Class C shares of beneficial interest on Form N-2
under the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, (the "Registration Statement") to be filed with the Securities
and Exchange Commission by the Fund and to which Registration Statement this
opinion is an Exhibit. As counsel for the Fund, we have examined the
Registration Statement, such statutes, regulations, corporate records and other
documents and reviewed such questions of law that we deemed necessary or
appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the additional Class
C shares to be issued as described in the Registration Statement have been duly
authorized and, assuming receipt of the consideration to be paid therefor, upon
sale and delivery as provided in the Registration Statement, will be legally and
validly issued, fully paid and non-assessable (except for the potential
liability of shareholders described in the Fund's Statement of Additional
Information under the caption "Shareholder and Trustee Liability" under "How the
Fund is Managed - Organization and History").
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Registration Statement.
We do not thereby admit that we are within the category of persons whose consent
is required under Section 7 of the 1933 Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Sincerely,
/s/ Allan B. Adams
Allan B. Adams
Myer, Swanson, Adams & Wolf, P.C.
OppenheimerFunds, Inc.
2 World Trade Center
New York, New York 10048
May 16, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Oppenheimer Senior Floating Rate Fund
Reg. No. 333-82579
Sec File No. 811-09373
To the Securities and Exchange Commission:
On behalf of Oppenheimer Senior Floating Rate Fund (the "Fund") and
pursuant to Rule 486 under the Securities Act of 1933, as amended, and in
connection with the Fund's Registration Statement on Form N-2 under the
Securities Act of 1933 which also constitutes Amendment No. 2 to the Fund's
Registration Statement under the Investment Company Act of 1940, as amended, the
undersigned counsel, who prepared such Registration Statement, hereby represents
to the Commission that such Registration Statement does not contain any
disclosures that would render it ineligible to become effective pursuant to
paragraph (b) of Rule 486.
Very truly yours,
/s/ Deborah A. Sullivan
Deborah A. Sullivan
Assistant Vice President and
Assistant Counsel
