SEC Company Response from OFI TREMONT CORE STRATEGIES HEDGE FUND (CIK 0001174561) — Jul 29, 2005
OFI TREMONT CORE STRATEGIES HEDGE FUND (CIK 0001174561)
Date: July 29, 2005 · CIK: 0001174561 · Accession: 0000728889-05-000672
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File numbers found in text: 333-89784, 811-21110
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CORRESP
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SEC Response Letter
July 28, 2005
Via Electronic Transmission
---------------------------
Larry Greene
U.S. Securities and Exchange Commission
Mail Stop 0-7, Filer Support
6432 General Green Way
Alexandria, Virginia 22312
Re: OFI Tremont Core Strategies Hedge Fund
Registration Statement on Form N-2
File Nos. 333-89784 and 811-21110
---------------------------------
Dear Mr. Greene:
Pursuant to our telephone conversation of June 29, 2005, this letter is in
response to your comments on the registration statement on Form N-2 (the
"Registration Statement") for the OFI Tremont Core Strategies Hedge Fund (the
"Fund") filed with the Commission on June 2, 2005. 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 Fund uses in the Registration
Statement, and defined terms have the meanings defined therein.
PROSPECTUS
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General
1. Form N-2. Include the required references under Rule 429 of the
Securities Act of 1933.
We have included the required references as requested.
2. Form N-2. Revise the Form N-2 cover sheet to remove the references to
Rule 486 of the Securities Act of 1933 applicable to interval funds.
We have revised the Form N-2 cover sheet to remove the references to Rule
486 of the Securities Act of 1933 applicable to interval funds.
3. File the registration statement in the appropriate document order in
accordance with Form N-2.
The registration statement will be filed in the appropriate document order
in accordance with Form N-2.
4. Please confirm that the Fund is not an interval fund under Rule 23c-3
under the Investment Company Act.
The Fund is not an interval fund under Rule 23c-3 under the Investment
Company Act.
Prospectus
5. Please add disclosure on the cover of the Prospectus of the Fund
relating to limited liquidity in accordance with Item 1 of Form N-2.
As requested, the following sentence has been added to the cover of the
Fund's prospectus: "An investment in the Fund is suitable only for investors who
can bear the risks associated with the limited liquidity of Shares and should be
viewed as a long-term investment."
6. Add a reference to the U.S. Patriot Act in the Prospectus disclosure
relating to the Fund's anti-money laundering policy.
We have modified the disclosure as requested.
7. Please clarify the description in the Fund's prospectus regarding
Portfolio Accounts.
The Fund generally invests in underlying hedge funds in which many
investors, including the Fund, are investors. From time to time, the Fund may
allocate its assets to a hedge fund manager by retaining the manager to manage a
separate account or a separate investment vehicle for which such hedge fund
manager will serve as general partner and in which the Fund will be the sole
limited partner. We have clarified the description of the various ways in which
the Fund can invest with a hedge fund manager.
8. Further describe the services provided by OppenheimerFunds, Inc. and its
affiliate, OppenheimerFunds Institutional Asset Management, Inc.
We have included additional information regarding OppenheimerFunds, Inc. and
OppenheimerFunds Institutional Asset Management, Inc.
9. Please update and finalize the fee table and accompanying footnotes in
the section entitled, "Fees and Expenses of the Fund." Also, disclose the effect
of voluntary fee waivers, if any.
The tables and accompanying footnotes in the section entitled, "Fees and
Expenses of the Fund" have been updated to reflect the Fund's fees and expenses
and the effect of voluntary management fee waivers.
10. Add a cross reference to the Statement of Additional Information
portfolio manager disclosure, required by SEC Release Nos. 33-8458; 34-50227;
IC-26533.
The cross reference has been added as requested.
Statement of Additional Information
11. Please delete the second sentence of the first paragraph in the section
entitled "Fundamental Policies".
The sentence has been deleted.
12. Please clarify the phrase, "as permitted under the Investment Company
Act of 1940."
The section already contains explanatory language describing the relevant
provisions under the Investment Company Act of 1940.
13. Indicate in the Trustee compensation table whether a Trustee is an
"Independent Trustee" as defined under the Investment Company Act.
The table has been revised as requested.
14. Please clarify in the forth paragraph under the section entitled,
"Board of Trustees", the phrase "properly supported resumes" on page 14 of the
Statement of Additional Information.
The section has been rewritten.
15. Please update the discussion relating to the Board of Trustees approval
of the advisory and sub-advisory agreements.
In accordance with SEC Release Nos. 33-8433; 34-49909; IC-26486, the Fund
has included in its shareholder reports a discussion of the material factors and
the conclusions that formed the basis for the Board's approval of the investment
advisory and sub-advisory agreements. The statement of additional information
will be revised to include a statement that a discussion regarding the basis for
the Board's approval of those agreements is available in the Fund's annual
report to shareholders.
16. Disclose, in accordance with SEC Release Nos. 33-8458; 34-50227;
IC-26533, the compensation structure for the portfolio manager of the Fund.
The disclosure has been amended in accordance with SEC Release Nos.
33-8458; 34-50227; IC-26533.
17. If the Fund retains a manager to manage an account or investment
vehicle for the Fund ("Segregated Accounts"), please disclose whether such
underlying investment vehicle will invest in a particular style or concentrate
its investments in a particular industry or group of industries.
The Prospectus includes disclosure relating to the underlying Hedge Funds'
investments in a single industry or group of industries, and that such Hedge
Funds generally will not be registered as investment companies under the
Investment Company Act of 1940. The Prospectus also discloses that, although the
Sub-Adviser expects to receive detailed information from each Hedge Fund Manager
regarding the investment strategy used by such Hedge Fund Manager, the
Sub-Adviser has little or no means of independently verifying this information.
A Hedge Fund Manager may use proprietary investment strategies that are not
fully disclosed to the Sub-Adviser.
18. Disclose whether the Fund's investment policies apply to affiliated
hedge funds in which the Fund may invest.
The Statement of Additional Information contains disclosure of the Fund's
policies relating to Hedge Funds and Segregated Accounts in the second to last
paragraph under the section entitled "Fundamental Policies." Those Fundamental
Policies would only apply to an affiliated Hedge Fund or Segregated Account.
We acknowledge that: the fund is responsible for the adequacy and accuracy
of the disclosure in the filing; staff comments or changes to disclosure in
response to staff comments in the filing reviewed by the staff do not foreclose
the Commission from taking any action with respect to the filing; and the fund
may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
The Fund will file a pre-effective amendment pursuant to Rule 472 under the
Securities Act reflecting these changes. We have not and do not intend to submit
an exemptive application or no-action request in connection with your
registration statement. Please direct any questions you may have regarding the
filings or this letter to the undersigned at 212-323-5089.
Sincerely,
/s/ Nancy S. Vann
Nancy S. Vann
Vice President and Assistant Counsel
cc: Board IV Board of Trustees
Lisa Bloomberg, Esq.
Ronald M. Feiman, Esq.
Phillip Gillespie, Esq.
Gloria LaFond
Michael Lee
Brian Petersen
Brian Wixted
Robert Zack, Esq.