5-Year 7% secured gold notes due July 1, 1934 (Publicly held). $1,905,100.00 Interest accrued.....

$1,905,100.00

2,400,426.00

2,467,104.50

IN THE MATTER OF

MISSION DEVELOPMENT COMPANY

File No. 812-910. Promulgated April 12, 1955.

(Investment Company Act of 1940-Sections 3(b) (2) and 8(f))

ORDER DECLARING COMPANY NOT INVESTMENT COMPANY Where registered investment company has invested in no securities other than stock of one operating oil company and does not intend to invest in shares of stock of any other company, held, it is primarily engaged in a business other than investing in securities, and registration as an investment company will be terminated.

MEMORANDUM OPINION AND ORDER

Mission Development Company ("Development"), registered under the Investment Company Act of 1940 ("Act") as a closedend, non-diversified, investment company, has filed an application for an order pursuant to Sections 3 (b) (2) and 8(f) of the Act declaring it to be primarily engaged in a business other than that of investing, reinvesting, owning, holding, or trading in securities directly and through a controlled company and declaring that Development has ceased to be, and is not, an investment company, and, in the alternative, for an order pursuant to Section 6(c) of the Act exempting Development from all of the provisions of the Act and the rules and regulations thereunder.

The Commission issued a notice of filing of the foregoing application in the form and manner prescribed by Rule N-5 under the Act. No request for a hearing has been received within the period specified in said notice or otherwise, and a hearing on said application does not appear necessary or appropriate in the public interest or for the protection of investors.

The application and the files of the Commission reflect the following:

Development was incorporated and registered as an investment company under the Act in November, 1948. On December 13, 1948, Development filed the statement of its investment policy as required by the Act, in which it stated that it was its policy to limit its investments to, and concentrate its investments in, the

common stock of Tide Water Associated Oil Company, a Delaware corporation, engaged in the operation of an integrated oil company. As of December 17, 1948, pursuant to an order of the Commission exempting such transaction from Section 17(a) of the Act, Development acquired from Mission Corporation ("Mission”), a Nevada corporation, engaged primarily, directly and through a subsidiary, in the oil business, 1,416,693 shares of common stock of Tide Water, representing approximately 22% of voting control. At subsequent dates Development has acquired additional shares of common stock of Tide Water to an extent that at the time of the filing of the instant application Development owns and holds 5,180,938 shares of the Common Stock of Tide Water, representing 47.35% of voting control of said company.

At the time of Development's organization, Mission acquired 100% of its capital stock. Subsequent distribution of its holdings of Development capital stock as dividends to its shareholders has reduced Mission's ownership thereof to 18.48% at the present time. Pacific Western Oil Corporation, a Delaware corporation, engaged primarily in the production and distribution of crude oil, owns 38.38% of the outstanding capital stock of Development and 47% of the outstanding capital stock of Mission. Development, Mission and Pacific Western together own and hold an aggregate of more than 65% of the outstanding common stock of Tide Water.

The application states that at the present time Development, through its officers and directors, participates directly in the conduct of the affairs of Tide Water. Five of Development's nine directors or officers are also directors of Tide Water, including three who are the senior officers (President and Senior VicePresidents) of Tide Water. Business and financial policies and detailed matters of operation concerning Tide Water are discussed at the meetings of said Board, and such policies and other matters are determined by Development.

The application also states that Development acquired the Tide Water stock with a view to active participation in the operations of Tide Water and with a view of exercising control over its operations and policies. The only securities transactions which Development has had are the acquisition of its holdings of common stock of Tide Water. It has no intention of disposing of any of said shares, or of acquiring any other securities. Development states that it is not interested in "special situations" but solely in Tide Water, and its interest in Tide Water is an active one, and not merely a financial one.

Section 3 (b) (2) of the Act, among other things, excepts from the definition of an investment company contained in Section 3(a) (3), any issuer which the Commission finds and by order declares to be primarily engaged in a business other than that of investing, reinvesting, owning, holding, or trading in securities, either directly or through controlled companies conducting similar types of businesses. Section 8 (f) of the Act, among other things, provides that whenever the Commission finds that a registered investment company has ceased to be an investment company it shall so declare by order.

The Commission having considered the record finds that Development is primarily engaged, through a controlled company, in a business other than that of investing, reinvesting, owning, holding, or trading in securities, and that Development has ceased to be an investment company.

IT IS THEREFORE ORDERED and declared that Mission Development Company is primarily engaged, through a controlled company, in a business other than that of investing, reinvesting, owning, holding, or trading in securities and that it has ceased to be, and is not now, an investment company within the definition of Section 3 (a) of the Investment Company Act of 1940.

IT IS FURTHER ORDERED that the registration of Mission Development Company under said Act shall forthwith cease to be in effect.

By the Commission (Chairman Demmler and Commissioners Rowen, Adams, Armstrong and Goodwin).