February 22, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn: Mr. Frank Donaty, Jr.
Mrs. Patricia P. Williams
Re: Oppenheimer Mortgage Income Fund
Reg. No. 33-6614, File No. 811-4712
To the Securities and Exchange Commission:
Enclosed for your information and files is a copy of an
electronic ("EDGAR") filing made February 22, 1995 on behalf of
Oppenheimer Mortgage Income Fund (the "Fund"). That filing was made
pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933 and
shall be effective when filed, as designated on the facing page of Form
N-1A. The filing included Post-Effective Amendment No. 16 to the
registration statement of the Fund together with the representation of
counsel required by that Rule. The filing fee of $100 was wired to the
SEC's account at Mellon Bank on February 17, 1995 (Fed Wire No. 1967) and
referenced this filing.
The purpose of the Amendment is to amend the facing sheet of the
registration statement to register an additional 883,026 Class A shares
of the Fund. Of that amount, 861,812 shares were redeemed during the
fiscal year ended December 31, 1994, and had not been previously used for
reductions pursuant to paragraph (a) of Rule 24e-2 or paragraph (c) of
Rule 24f-2. The offering price of $13.67 was the price in effect at the
close of business February 10, 1995.
Very truly yours,
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
Enclosures
cc:Ronald M. Feiman, Esq.
Gloria LaFond
SEC/490.24E
<PAGE>
Registration No. 33-6614
File No. 811-4712
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. ___ / /
POST-EFFECTIVE AMENDMENT NO. 16 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. / /
OPPENHEIMER MORTGAGE INCOME FUND
- -----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048-0203
- -----------------------------------------------------------------------
(Address of Principal Executive Offices)
212-323-0200
- -----------------------------------------------------------------------
(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
Two World Trade Center, New York, New York 10048-0203
- -----------------------------------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
/ X / immediately upon filing pursuant to paragraph (b)
/ / on __________________, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on ________, pursuant to paragraph (a)(1)
/ / 75 days after filing, pursuant to paragraph (a)(2)
/ / on _______________, pursuant to paragraph (a)(2) of Rule 485
- -----------------------------------------------------------------------
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's
fiscal year ended September 30, 1994, was filed on November 29, 1994.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
For the registration under the Securities Act of 1933 of Class A shares
of Oppenheimer Mortgage Income Fund, an open-end management investment
company.
A. Title and amount of shares being registered (number of shares or other
units):
Additional 883,026 Class A shares of beneficial interest of
Oppenheimer Mortgage Income Fund.
B. Proposed aggregate offering price to the public of the shares being
registered:
$12,070,965 based upon the offering price of $13.67 per share at
February 10, 1995(1).
C. Amount of filing fee pursuant to Rule 24e-2:
$100
_______________
(1)The calculation of the maximum aggregate offering price is made pursuant
to Rule 24e-2 of the Investment Company Act of 1940. The total number of
Class A shares redeemed or repurchased during the previous fiscal year of
the Fund ended September 30, 1994 was 6,153,140. No redeemed or
repurchased shares have been used for reductions pursuant to paragraph (a)
of Rule 24e-2 in any previous filing of Post-Effective Amendments during
the current fiscal year; 5,291,328 shares were used for reductions
pursuant to paragraph (c) of Rule 24f-2. The amount of redeemed or
repurchased shares being used for such reduction in this amendment is
861,812.
SEC/490.24E4
<PAGE>
February 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Oppenheimer Mortgage Income Fund
(Reg. No. 33-6614)
Written Representation of Counsel
To the Securities and Exchange Commission:
Pursuant to paragraph (e) of Rule 485 under the
Securities Act of 1933, and in connection with an Amendment on Form
N-1A which is Post-Effective Amendment No. 16 to the 1933 Act
Registration Statement of the above Fund, the undersigned counsel,
who prepared such Amendment, hereby represents to the Commission
for filing with such Amendment that said Amendment does not contain
disclosures which would render it ineligible to become effective
pursuant to paragraph (b) of said Rule 485.
Very truly yours,
Katherine P. Feld
Vice President &
Associate Counsel
(212) 323-0252
KPF/gl
SEC/49024E
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(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 City of New York and State of New York
on the 15th day of February, 1995.
OPPENHEIMER MORTGAGE INCOME FUND
By: /s/ Donald W. Spiro*
------------------------------------
Donald W. Spiro, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ Leon Levy* Chairman of the
- -------------- Board of Trustees February 15, 1995
Leon Levy
/s/ Donald W. Spiro* Chief Executive
- -------------------- Officer and
Donald W. Spiro Trustee February 15, 1995
/s/ George Bowen* Chief Financial
- ----------------- and Accounting
George Bowen Officer February 15, 1995
/s/ Leo Cherne* Trustee February 15, 1995
- ---------------
Leo Cherne
/s/ Robert G. Galli* Trustee February 15, 1995
- -------------------
Robert G. Galli
/s/ Benjamin Lipstein* Trustee February 15, 1995
- ----------------------
Benjamin Lipstein
/s/ Elizabeth B. Moynihan* Trustee February 15, 1995
- --------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Trustee February 15, 1995
- -----------------------
Kenneth A. Randall
/s/ Edward V. Regan* Trustee February 15, 1995
- --------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee February 15, 1995
- -----------------------------
Russell S. Reynolds, Jr.
/s/ Sidney M. Robbins* Trustee February 15, 1995
- ----------------------
Sidney M. Robbins
/s/ Pauline Trigere* Trustee February 15, 1995
- --------------------
Pauline Trigere
/s/ Clayton K. Yeutter* Trustee February 15, 1995
- -----------------------
Clayton K. Yeutter
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
