SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant / X /
Filed by a party other than the registrant / /
Check the appropriate box:
/ X / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
OPPENHEIMER TOTAL RETURN FUND, INC.
------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box): N/A
/ X / No fee required.
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee Computed on table below per Exchange Act Rules 14a -6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing Party:
(4) Date Filed:
--------------------
1 - Set forth the amount on which the filing fee is calculated and state how it
was determined.
420_SCH14A
<PAGE>
Bridget A. Macaskill
Chairman and OppenheimerFunds Logo
Chief Executive Officer Two World Trade Center,
34th Floor New York, NY
10048-0203
800.525.7048
www.oppenheimerfunds.com
February 9, 2001
Dear Oppenheimer Total Return Fund, Inc. Shareholder,
We have scheduled a shareholder meeting on March 23, 2001 for you to decide upon
some important proposals for the Fund. Your ballot card and a detailed statement
of the issues are enclosed with this letter.
Your Board of Trustees believes the matters being proposed for approval are in
the best interests of the Fund and its shareholders and recommends a vote "for"
the election of Trustees and for each Proposal. Regardless of the number of
shares you own, it is important that your shares be represented and voted. So we
urge you to consider these issues carefully and make your vote count.
How do you vote?
To cast your vote, simply mark, sign and date the enclosed proxy ballot and
return it in the postage-paid envelope today. You also may vote telephonically
by calling the toll-free number on the proxy ballot. Using a touch-tone
telephone to cast your vote saves you time and helps reduce the Fund's expenses.
If you vote by telephone, you do not need to mail the proxy ballot.
Remember, it can be expensive for the Fund--and ultimately for you as a
shareholder--to remail ballots if not enough responses are received to conduct
the meeting. If you do not vote after a reasonable amount of time, you may
receive a telephone call from a proxy solicitation firm asking you to vote.
What are the issues?
o Election of Trustees. You are being asked to consider and approve the
election of twelve Trustees. You will find detailed information on the
Trustees in the enclosed proxy statement.
o Ratification of Auditors. The Board is asking you to ratify the selection of
Deloitte & Touche LLP as independent certified public accountants and
auditors of the Fund for the current fiscal year.
o Approval of Amendment or Elimination of Certain Fundamental Investment
Restrictions. Your approval is requested to eliminate or amend certain
fundamental investment restrictions of the Fund.
o Approval of Amendments to Certain Fundamental Investment Restrictions.
Your approval is requested to amend certain fundamental investment
restrictions of the Fund.
Please read the enclosed proxy statement for complete details on these
proposals. Of course, if you have any questions, please contact your financial
advisor, or call us at 1-800-525-7048. As always, we appreciate your confidence
in OppenheimerFunds and look forward to serving you for many years to come.
Sincerely,
Bridget A. Macaskill's signature
Enclosures
XP0420.003.0800
420shrlt_proxy
<PAGE>
OPPENHEIMER TOTAL RETURN FUND, INC.
6803 South Tucson Way, Englewood, CO 80112
Notice Of Meeting Of Shareholders
To Be Held March ____, 2001
To The Shareholders of Oppenheimer Total Return Fund, Inc.:
Notice is hereby given that a Meeting of the Shareholders (the "Meeting") of
Oppenheimer Total Return Fund, Inc. (the "Fund") will be held at 6803 South
Tucson Way, Englewood, Colorado, 80112, at 3:00 P.M., Mountain time, on March
____, 2001.
During the Meeting, shareholders of the Fund will vote on the following
proposals:
1. To elect a Board of Directors;
2. To ratify the selection of Deloitte & Touche LLP as the independent
auditor for the Fund for the fiscal year beginning January 1, 2001;
3. To approve the elimination or amendment of certain fundamental
investment restrictions of the Fund;
4. To approve changes to four (4) fundamental investment restrictions
of the Fund to permit inter-fund lending; and
5. To transact such other business as may properly come before the
meeting, or any adjournments thereof.
Shareholders of record at the close of business on December _____, 2000, are
entitled to vote at the meeting. The Proposals are more fully discussed in the
Proxy Statement. Please read it carefully before telling us, through your proxy
or in person, how you wish your shares to be voted. The Board of Directors of
the Fund recommends a vote to elect each of the nominees as Directors and in
favor of each Proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED
PROXY PROMPTLY.
By Order of the Board of Directors,
Andrew J. Donohue, Secretary
December ____, 2000
<PAGE>
PLEASE RETURN YOUR PROXY CARD PROMPTLY. YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN.
420
<PAGE>
TABLE OF CONTENTS
Proxy Statement Page
Questions and Answers
Proposal 1: To Elect a Board of Directors
Proposal 2: To ratify the selection of Deloitte & Touche LLP as
the independent auditor for the Fund for the fiscal year
beginning January 1, 2001
Proposal 3 and 4: Approval of Changes to Certain Fundamental Policies of the
Fund
Introduction to Proposals 3 and 4
Proposal 3: To approve the elimination or amendment of certain fundamental
investment restrictions of the Fund
Proposal 4: To approve changes to four (4) fundamental investment
restrictions of the Fund
to permit inter-fund lending
<PAGE>
OPPENHEIMER TOTAL RETURN FUND, INC.
PROXY STATEMENT
QUESTIONS AND ANSWERS
Q. Who is Asking for My Vote?
A. Directors of Oppenheimer Total Return Fund, Inc. (the "Fund") have
asked that you vote on several matters at the Special Meeting of
Shareholders to be held on March _____, 2001.
Q. Who is Eligible to Vote?
A. Shareholders of record at the close of business on December ____,
2000 are entitled to vote at the Meeting or any adjourned meeting.
Shareholders are entitled to cast one vote for each matter presented
at the Meeting. The Notice of Meeting, proxy card and proxy
statement were mailed to shareholders of record on or about
December____, 2000.
Q. On What Matters Am I Being Asked to Vote?
A. You are being asked to vote on the following proposals:
1. To elect a Board of Directors;
2. To ratify the selection of Deloitte & Touche LLP as the independent
auditor for the Fund;
3. To eliminate or amend certain fundamental investment restrictions of
the Fund; and
4. To change certain fundamental investment restrictions of the Fund to
permit inter-fund lending.
Q. How do the Directors Recommend that I Vote?
A. The Directors unanimously recommend that you vote:
1. FOR election of all nominees as Directors;
2. FOR ratification of the selection of Deloitte & Touche LLP as the
independent auditor for the Fund;
3. FOR the elimination or amendment of each of the Fund's fundamental
investment restrictions proposed to be eliminated or amended;
and
4. FOR changes to the Fund's fundamental investment restrictions proposed
for change.
Q. How Can I Vote?
A. You can vote in three (3) different ways:
o By mail, with the enclosed ballot
o By telephone, following the simple instructions on the proxy ballot
o In person at the Meeting
Voting by telephone saves you time and helps reduce the Fund's
expenses. Whichever method you choose, please take the time to read
the full text of the Proxy Statement before you vote.
Q. How Will My Vote Be Recorded?
A. Proxy cards that are properly signed, dated and received at or prior to
the Meeting will be voted as specified. If you specify a vote
for any of the proposals, your proxy will be voted as indicated.
If you sign and date the proxy card, but do not specify a vote
for one or more of the proposals, your shares will be voted in
favor of the Directors' recommendations. Telephonic votes will be
recorded according to the telephonic voting procedures described
in this Proxy Statement.
Q. How Can I Revoke My Proxy?
A. You may revoke your proxy at any time before it is voted (1) by
delivering a written notice to the Fund expressly revoking your
proxy, (2) by forwarding a later-dated proxy card to the Fund, or
(3) by attending the Meeting and voting in person.
Q. How Can I Get More Information About the Fund?
A. A copy of the Fund's Annual and Semi-Annual Reports have previously
been mailed to Shareholders. If you would like to have copies of the
Fund's most recent Annual and Semi-Annual Reports sent to you free
of charge, please call us toll-free at 1.800.525.7048 or write to
the Fund at OppenheimerFunds Services, P.O. Box 5270 Denver Colorado
80217-5270.
Q. Whom Do I Call If I Have Questions?
A. Please call us at 1.800.525.7048
THIS PROXY STATEMENT IS DESIGNED TO FURNISH SHAREHOLDERS WITH THE INFORMATION
NECESSARY TO VOTE ON THE MATTERS COMING BEFORE THE MEETING. IF YOU HAVE ANY
QUESTIONS, PLEASE CALL US AT 1.800.525.7048.
<PAGE>
OPPENHEIMER TOTAL RETURN FUND, INC.
PROXY STATEMENT
Meeting of Shareholders
To Be Held March ____, 2001
This statement is furnished to the shareholders of Oppenheimer Total Return
Fund, Inc. (the "Fund"), in connection with the solicitation by the Fund's Board
of Directors of proxies to be used at a special meeting of shareholders (the
"Meeting") to be held at 6803 South Tucson Way, Englewood, Colorado, 80112, at
3:00 P.M., Mountain time, on March ___, 2001, or any adjournments thereof. It is
expected that the mailing of this Proxy Statement will be made on or about
December ____, 2001.
SUMMARY OF PROPOSALS
-------------------------------------------------------------------------------
Proposal Shareholder Voting
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. To Elect a Board of Directors All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2. To Ratify the Selection of Deloitte & Touche LLP All
as Independent Auditors for the Fund for the
fiscal year beginning January 1, 2001
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-------------------------------------------------------------------------------
3. To approve the elimination or amendment of
certain fundamental investment restrictions for
the Fund.
-------------------------------------------------------------------------------
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a. Purchasing Securities on Margin or Engaging All
in Short Sales
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
b. Purchasing Securities of Issuers in which All
Officers or Directors have an Interest
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
c. Investing in a Company for the Purpose of All
Exercising Control
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
d. Acceptance of Share Purchase Price All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
e. Industry Concentration All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
f. Buying Securities for Speculative Short-term All
Purposes
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4. To approve changes to four (4) of the Fund's All
investment restrictions to permit the Fund to
participate in an inter-fund lending arrangement
-------------------------------------------------------------------------------
PROPOSAL 1: ELECTION OF DIRECTORS
At the Meeting, twelve (12) Directors are to be elected to hold office
until the next meeting of shareholders called for the purpose of electing
Directors and until their successors are duly elected and shall have qualified.
The persons named as attorneys-in-fact in the enclosed proxy have advised the
Fund that unless a proxy instructs them to withhold authority to vote for all
listed nominees or any individual nominee, all validly executed proxies will be
voted by them for the election of the nominees named below as Directors of the
Fund. As a Maryland Corporation, the Fund does not contemplate holding annual
shareholder meetings for the purpose of electing Directors. Thus, the Directors
will be elected for indefinite terms until a special shareholder meeting is
called for the purpose of voting for Directors and until their successors are
properly elected and qualified.
Each of the nominees currently serves as a Director of the Fund. All of
the nominees have consented to be named as such in this proxy statement and have
consented to serve as Directors if elected.
Each nominee indicated below by an asterisk (*) is an "interested person"
(as that term is defined in the Investment Company Act of 1940, referred to in
this Proxy Statement as the "1940 Act") of the Fund due to the positions
indicated with the Fund's investment adviser, OppenheimerFunds, Inc. (the
"Manager") or its affiliates, or other positions described. The beneficial
ownership of Class A shares listed below includes voting and investment control,
unless otherwise indicated below. All of the Directors own shares in one or more
of the Denver-based funds in the OppenheimerFunds complex. If a nominee should
be unable to accept election, the Board of Directors may, in its discretion,
select another person to fill the vacant position.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience December_ _, 2000 and % of Class Owned
William L. Armstrong (63) 0
11 Carriage Lane
Littleton, CO 80202
Director since 1999.
Chairman of the following private mortgage banking companies: Cherry Creek
Mortgage Company (since 1991), Centennial State Mortgage Company (since 1994),
The El Paso Mortgage Company (since 1993), Transland Financial Services, Inc.
(since 1997), and Ambassador Media Corporation (since 1984); Chairman of the
following private companies: Frontier Real Estate, Inc. (residential real estate
brokerage) (since 1994), Frontier Title (title insurance agency) (since 1995)
and Great Frontier Insurance (insurance agency) (since 1995); Director of the
following public companies: Storage Technology Corporation (computer equipment
company) (since 1991), Helmerich & Payne, Inc. (oil and gas drilling/production
company) (since 1992), UNUMProvident (insurance company) (since 1991); formerly
Director of the following public companies: International Family Entertainment
(television channel) (1991 - 1997) and Natec Resources, Inc. (air pollution
control equipment and services company) (1991 - 1995); formerly U.S. Senator
(January 1979 - January 1991); Director/trustee of 15 investment companies in
the OppenheimerFunds complex.
Robert G. Avis (69)* 0
One North Jefferson
St. Louis, MO 63103
Director since 1993.
Chairman, President and Chief Executive Officer of A.G. Edwards Capital, Inc.
(general partnership of private equity funds), Director of A.G. Edwards &
Sons, Inc. (a broker-dealer) and Director of A.G. Edwards Trust Companies
(trust companies), formerly, Vice Chairman of A.G. Edwards & Sons, Inc.
and A.G. Edwards, Inc. (its parent holding company); Chairman of A.G.E.
Asset Management (an investment advisor). Director/trustee of 23
investment companies in the OppenheimerFunds complex.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience December_ , 2000 and % of
--------------------------------------- ----------------------------------
Class Owned
-----------
George C. Bowen (64)
9224 Bauer Ct.
Lone Tree, Colorado 80124
Director since 1998.
Formerly (until April 1999) Mr. Bowen held the following positions: Senior Vice
President (since September 1987) and Treasurer (since March 1985) of the
Manager; Vice President (since June 1983) and Treasurer (since March 1985) of
OppenheimerFunds Distributor, Inc. ("Distributor"); Vice President (since
October 1989) and Treasurer (since April 1986) of HarbourView Asset Management
Corporation; Senior Vice President (since February 1992), Treasurer (since July
1991) Assistant Secretary and a director (since December 1991) of Centennial
Asset Management Corporation; President, Treasurer and a director of Centennial
Capital Corporation (since June 1989); Vice President and Treasurer (since
August 1978) and Secretary (since April 1981) of Shareholder Services, Inc.;
Vice President, Treasurer and Secretary of Shareholder Financial Services, Inc.
(since November 1989); Assistant Treasurer of Oppenheimer Acquisition Corp.
(since March 1998); Treasurer of Oppenheimer Partnership Holdings, Inc. (since
November 1989); Vice President and Treasurer of Oppenheimer Real Asset
Management, Inc. (since July 1996); Treasurer of OppenheimerFunds International
Ltd. and Oppenheimer Millennium Funds plc (since October 1997). Director/trustee
of 19 investment companies in the OppenheimerFunds complex.
Edward L. Cameron (62) 0
Spring Valley Road
Morristown, NJ 07960
Director since 1999.
Formerly (from 1974-1999) a partner with PricewaterhouseCoopers LLP (an
accounting firm) and Chairman, Price Waterhouse LLP Global Investment Management
Industry Services Group (from 1994-1998). Director/trustee of 11 investment
companies in the OppenheimerFunds complex.
Jon S. Fossel (58) 0
810 Jack Creek Road
Ennis, Montana 59729
Director since 1990.
Formerly (until October 1996) Chairman and a director of the Manager,
President and a director of Oppenheimer Acquisition Corp., the Manager's
parent holding company, and Shareholder Services, Inc. and Shareholder
Financial Services, Inc., transfer agent subsidiaries of the Manager.
Director/trustee of 21 investment companies in the OppenheimerFunds complex.
Name, Age Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience December , 2000 and % of Class
Owned
Sam Freedman (60) 0
4975 Lakeshore Drive
Littleton, CO 80123
Director since 1996.
Formerly (until October 1994) Chairman and Chief Executive Officer of
OppenheimerFunds Services; Chairman, Chief Executive Officer and a director
of Shareholder Services, Inc.; Chairman, Chief Executive Officer and director
of Shareholder Financial Services, Inc.; Vice President and director of
Oppenheimer Acquisition Corp.; and a director of OppenheimerFunds, Inc.
Director/trustee of 23 investment companies in the OppenheimerFunds complex.
Raymond J. Kalinowski (71) 0
44 Portland Drive
St. Louis, MO 63131
Director since 1988.
Director of Wave Technologies International, Inc. (a computer products
training company), self-employed consultant (securities matters) and
director/trustee of 23 investment companies in the OppenheimerFunds complex.
C. Howard Kast (78) 0
2552 East Alameda, #30
Denver, CO 80209
Director since 1988.
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm) and
director/trustee of 23 investment companies in the OppenheimerFunds complex.
Robert M. Kirchner (79) 0
7500 E. Arapohoe Road
Suite 250
Englewood, CO 80112
Director since 1963.
President of The Kirchner Company (management consultants) and director/trustee
of 23 investment companies in the OppenheimerFunds complex.
<PAGE>
Name, Age, Address Fund Shares Beneficially
Owned as of
And Five-Year Business Experience December , 2000 and % of Class
Owned
Bridget A. Macaskill* (52) 0
Two World Trade Center
New York, NY 10048
Director since 1995.
Chief Executive Officer (since September 1995) and a Director (since December
1994) of the Manager; President and director (since June 1991) of HarbourView
Asset Management Corporation, an investment adviser subsidiary of the Manager;
Chairman and a director of Shareholder Services, Inc. (since August 1994) and
Shareholder Financial Services, Inc. (since September 1995), transfer agent
subsidiaries of the Manager; President (since September 1995) and a director
(since October 1990) of Oppenheimer Acquisition Corp., the Manager's parent
holding company; President (since September 1995) and a director (since November
1989) of Oppenheimer Partnership Holdings, Inc., a holding company subsidiary of
the Manager; a director of Oppenheimer Real Asset Management, Inc. (since July
1996); President and a director (since October 1997) of OppenheimerFunds
International Ltd., an offshore fund management subsidiary of the Manager and of
Oppenheimer Millennium Funds plc; a director of Prudential Corporation plc (a
U.K. financial service company). President and director/trustee of 21 investment
companies in the OppenheimerFunds complex.
F. William Marshall, Jr. (58) 0
87 Ely Road
Longmeadow, MA 01106
Director since 2000.
Chairman (since 1999) SIS & Family Bank, F.S.B. (formerly SIS Bank);
President, Chief Executive Officer and Director (1993-1999), SIS Bankcorp.,
Inc. and SIS Bank (formerly, Springfield Institution for Savings); Director
(since 1999), Peoples Heritage Financial Group, Inc.; Chairman and Chief
Executive Officer (1990-1993), Bank of Ireland First Holdings, Inc. and First
New Hampshire Banks; Trustee (since 1996), MassMutual Institutional Funds
(open-end investment company); Trustee (since 1996), MML Series Investment
Fund (open-end investment company). Director/trustee of 11 investment
companies in the OppenheimerFunds complex.
James C. Swain* (67) 0
6803 South Tucson Way
Englewood, CO 80112
Director since 1969.
Vice Chairman of the Manager (since September 1988); formerly President and a
director of Centennial Asset Management Corporation, an investment adviser
subsidiary of the Manager and Chairman of the Board of Shareholder Services,
Inc. Director/trustee of 23 investment companies in the OppenheimerFunds
complex.
Under the 1940 Act, the Board of Directors may fill vacancies on the Board
of Directors or appoint new Directors only if, immediately thereafter, at least
two-thirds of the Directors will have been elected by shareholders. Currently,
four of the Fund's twelve Directors have not been elected by shareholders.
Under the 1940 Act, the Fund is also required to call a meeting of
shareholders promptly to elect Directors if at any time less than a majority of
the Directors have been elected by shareholders. By holding a meeting to elect
Directors at this time, the Fund may be able to delay the time at which another
shareholder meeting is required for the election of Directors, which will result
in a savings of the costs associated with holding a meeting.
The primary responsibility for the management of the Fund rests with the
Board of Directors. The Directors meet regularly to review the activities of the
Fund and of the Manager, which is responsible for its day-to-day operations. Six
regular meetings of the Directors were held during the fiscal year ended
December 31, 1999. Each of the incumbent Directors was present for at least 75%
of the meetings held of the Board and of all committees on which that Director
served. The Directors have appointed an Audit Committee, comprised of Messrs.
Cameron, Kast (Chairman) and Kirchner, none of whom is an "interested person,"
as defined in the 1940 Act, of the Manager or the Fund. The Committee met five
times during the fiscal year ended December 31, 1999. The Board of Directors
does not have a standing nominating or compensation committee. The Audit
Committee furnishes the Board with recommendations regarding the selection of
the independent auditor. The other functions of the Committee include (i)
reviewing the methods, scope and results of audits and the fees charged; (ii)
reviewing the adequacy of the Fund's internal accounting procedures and
controls; (iii) establishing a separate line of communication between the Fund's
independent auditors and its independent Directors; and (iv) selecting and
nominating the independent Directors.
The Directors who are not affiliated with the investment adviser
("Nonaffiliated Directors") are paid a fixed fee from the Fund for serving on
the Board. Each of the current Directors also serves as a director or trustee of
other Denver-based investment companies in the OppenheimerFunds complex.
Nonaffiliated Directors are paid a retainer plus a fixed fee for attending each
meeting and are reimbursed for expenses incurred in connection with attending
such meetings. Each Fund in the OppenheimerFunds complex for which they serve as
a director or trustee pays a share of these expenses.
The officers of the Fund are affiliated with the Manager. They and the
Directors of the Fund who are affiliated with the Manager (Ms. Macaskill and Mr.
Swain) receive no salary or fee from the Fund. The remaining Directors of the
Fund received the compensation shown below from the Fund during the fiscal year
ended December 31, 1999, and from all of the Denver-based Oppenheimer funds
(including the Fund) for which they served as Director, Trustee, or Managing
General Partner during the calendar year ended December 31, 1999. Compensation
is paid for services in the positions below their names:
<PAGE>
--------------------------------------------------------------------------------
Director's Name and Aggregate Number of Boards Total
Other Positions Compensation Within Compensation
From Fund 1 OppenheimerFunds From all
Complex on Which OppenheimerFunds2
Director Serves as of
12/31/00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William L. Armstrong $1,736 15 $14,542
Review Committee Member3
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert G. Avis $11,215 23 $67,998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William A. Baker4 $11,466 0 $67,998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
George C. Bowen $1,859 19 $23,879
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Edward Cameron
Audit Committee Member3 $0 11 $ 2,430
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jon S. Fossel
Review Committee Member $11,370 21 $66,586
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sam Freedman
Review Committee Chairman $12,205 23 $73,998
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Raymond J. Kalinowski
Audit Committee Member $12,086 23 $73,248
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
C. Howard Kast
Chairman, Audit Committee
Chairman and Review
Committee Member $12,879 23 $78,873
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert M. Kirchner $11,335 23 $69,248
Audit Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
F. William Marshall, Jr.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Ned M. Steel4 $11,215 0 $67,998
--------------------------------------------------------------------------------
1. For the Fund's fiscal year ended 12/31/00.
2. For the 2000 calendar year.
3. Committee position held during a portion of the period shown.
4. Effective July 1, 2000, Messrs. Baker and Steel resigned as Directors
of the Fund.
The Board of Directors has also adopted a Deferred Compensation Plan for
Nonaffiliated Directors that enables Directors to elect to defer receipt of all
or a portion of the annual fees they are entitled to receive from the Fund. As
of December 31, 1999, none of the Directors elected to do so. Under the plan,
the compensation deferred by a Director is periodically adjusted as though an
equivalent amount had been invested in shares of one or more Oppenheimer funds
selected by the Director. The amount paid to the Director under the plan will be
determined based upon the performance of the selected funds. Deferral of
Directors' fees under the plan will not materially affect the Fund's assets,
liabilities or net income per share. The plan will not obligate the Fund to
retain the services of any Director or to pay any particular amount of
compensation to any Director.
Each officer of the Fund is elected by the Directors to serve an annual
term. Information is given below about the executive officers who are not
Directors of the Fund, including their business experience during the past five
years. Messrs. Donohue, Wixted, Bishop, Zack and Farrar serve in a similar
capacity with several other funds in the OppenheimerFunds complex.
Name, Age, Address and Five-Year Business Experience
Bruce Bartlett, Vice President and Portfolio Manager since 1995, Age: 50
Two World Trade Center, New York, NY 10048-0203
Senior Vice President (since January 1999) of the Manager; an officer of other
Oppenheimer funds, prior to joining the Manager in April, 1995, he was a Vice
President and Senior Portfolio Manager at First of America Investment Corp.
(September 1986-April 1995).
Chris Leavy, Vice President and Portfolio Manager since 2000, Age: 29
Two World Trade Center, New York, NY 10048-0203
Senior Vice President (since September 2000) of the Manager. Prior to joining
the Manager, portfolio manager for Morgan Stanley/Dean Witter Investments
(1997-2000) and an analyst and portfolio manager for Crestar Asset Management
(1995-1997).
Andrew J. Donohue, Vice President and Secretary since 1996; Age: 50
Two World Trade Center, New York, NY 10048-0203
Executive Vice President (since January 1993), General Counsel (since October
1991) and a director (since September 1995) of the Manager; Executive Vice
President (since September 1993) and a director (since January 1992) of the
Distributor; Executive Vice President, General Counsel and a director (since
September 1995) of HarbourView Asset Management Corporation, Shareholder
Services, Inc., Shareholder Financial Services, Inc. and Oppenheimer Partnership
Holdings, Inc., of OFI Private Investments, Inc. (since March 2000), and of
PIMCO Trust Company (since May 2000); President and a director of Centennial
Asset Management Corporation (since September 1995) and of Oppenheimer Real
Asset Management, Inc. (since July 1996); Vice President and a director (since
September 1997) of OppenheimerFunds International Ltd. and Oppenheimer
Millennium Funds plc; a director (since April 2000) of OppenheimerFunds Legacy
Program, a charitable trust program established by the Manager; General Counsel
(since May 1996) and Secretary (since April 1997) of Oppenheimer Acquisition
Corp.; an officer of other Oppenheimer funds.
Brian W. Wixted, Treasurer since April, 1999; Age: 41
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since March 1999) of the Manager;
Treasurer (since March 1999) of HarbourView Asset Management Corporation,
Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation,
Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings,
Inc., of OFI Private Investments, Inc. (since March 2000) and of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since May 2000); Treasurer and Chief Financial Officer (since May 2000) of
PIMCO Trust Company; Assistant Treasurer (since March 1999) of Oppenheimer
Acquisition Corp. and of Centennial Asset Management Corporation; an officer
of other Oppenheimer funds; formerly Principal and Chief Operating Officer,
Bankers Trust Company - Mutual Fund Services Division (March 1995 - March
1999).
Robert G. Zack, Assistant Secretary since 1988; Age: 52
Two World Trade Center, New York, NY 10048
Senior Vice President (since May 1985) and Associate General Counsel (since
May 1981) of the Manager; Assistant Secretary of Shareholder Services, Inc.
(since May 1985), Shareholder Financial Services, Inc. (since November 1989);
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since October 1997); an officer of other Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer since April 1994; Age: 42
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund Controller
for the Manager.
Scott T. Farrar, Assistant Treasurer since April 1994; Age: 35
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); Assistant
Treasurer of Oppenheimer Millennium Funds plc (since October 1997); an officer
of other Oppenheimer Funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund Controller
for the Manager.
All officers serve at the pleasure of the Board.
As of December____, 2000, the Directors and officers as a group beneficially
owned ___________ shares or less than 1% of the outstanding Class A, Class B,
Class C or Class Y shares of the Fund.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE AS
DIRECTOR.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Fund, including a majority of the Directors
who are not "interested persons" (as defined in the 1940 Act) of the Fund or the
Manager selected Deloitte & Touche LLP ("Deloitte") as auditors of the Fund for
the fiscal year beginning January 1, 2001. Deloitte also serves as auditors for
the Manager and certain other funds for which the Manager acts as investment
adviser. At the Meeting, a resolution will be presented for the shareholders'
vote to ratify the selection of Deloitte as auditors. Representatives of
Deloitte are not expected to be present at the Meeting but will have the
opportunity to make a statement if they desire to do so and will be available
should any matter arise requiring their presence.
THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE SELECTION OF DELOITTE AS
AUDITORS OF THE FUND.
PROPOSALS 3 and 4: APPROVAL OF CHANGES TO CERTAIN FUNDAMENTAL POLICIES OF THE
FUND
Introduction to Proposals 3 and 4
The Fund is subject to certain investment restrictions which govern the
Fund's investment activities. Under the 1940 Act, certain investment
restrictions are required to be "fundamental," which means that they can only be
changed by a shareholder vote. An investment company may designate additional
restrictions that are fundamental, and it may also adopt "non-fundamental"
restrictions, which may be changed by the Directors without shareholder
approval. The Fund has adopted certain fundamental investment restrictions that
are set forth in its Statement of Additional Information, which cannot be
changed without the requisite shareholder approval described below under
"Further Information about Voting at the Meeting." Restrictions that the Fund
has not specifically designated as being fundamental are considered to be
"non-fundamental" and may be changed by the Directors without shareholder
approval.
After the Fund was established in 1944, certain legal and regulatory
requirements applicable to registered investment companies (also referred to as
"funds") changed. For example, certain restrictions imposed by state laws and
regulations were preempted by the National Securities Markets Improvement Act of
1996 ("NSMIA") and therefore are no longer applicable to funds. As a result of
NSMIA, the Fund currently is subject to several fundamental investment
restrictions that are either more restrictive than required under current law,
or which are no longer required at all. A number of the fundamental restrictions
that the Fund has adopted in the past also reflect regulatory, business or
industry conditions, practices or requirements which at one time, for a variety
of reasons, led to the imposition of limitations on the management of the Fund's
investments. With the passage of time, the development of new practices and
changes in regulatory standards, several of these fundamental restrictions are
considered by Fund management to be unnecessary or unwarranted. In addition,
other fundamental restrictions reflect federal regulatory requirements which
remain in effect, but which are not required to be stated as fundamental
restrictions. Accordingly, the Directors recommend that the Fund's shareholders
approve the amendment or elimination of certain of the Fund's current
fundamental investment restrictions. Certain sub-proposals the Board may adopt
non-fundamental investment policies or modify existing non-fundamental
investment policies at any time without shareholder approval. The purpose of
each Proposal is to provide the Fund with the maximum flexibility permitted by
law to pursue its investment objectives and policies and to standardize the
Fund's policy in this area to one which is expected to become standard for all
Oppenheimer funds. The proposed standardized restrictions satisfy current
federal regulatory requirements and are written to provide flexibility to
respond to future legal, regulatory, market or technical changes.
By both standardizing and reducing the total number of investment
restrictions that can be changed only by a shareholder vote, the Directors
believe that it will assist the Fund and the Manager in maintaining compliance
with the various investment restrictions to which the Oppenheimer funds are
subject, and that the Fund will be able to minimize the costs and delays
associated with holding future shareholder meetings to revise fundamental
investment policies that have become outdated or inappropriate. The Directors
also believe that the investment adviser's ability to manage the Fund's assets
in a changing investment environment will be enhanced, and that investment
management opportunities will be increased by these changes.
The proposed standardized changes will not affect the Fund's investment
objective. Although the proposed changes in fundamental investment restrictions
will provide the Fund greater flexibility to respond to future investment
opportunities, the Board does not anticipate that the changes, individually or
in the aggregate, will result in a material change in the level of investment
risk associated with investment in the Fund. The Board does not anticipate that
the proposed changes will materially affect the manner in which the Fund is
managed. If the Board determines in the future to change materially the manner
in which the Fund is managed, the prospectus will be amended.
The recommended changes are specified below. Shareholders are requested to
vote on each Sub-Proposal in Proposal 3 separately. If approved, the effective
date of these Proposals may be delayed until the Fund's updated Prospectus
and/or Statement of Additional Information can reflect the changes. If any
Sub-Proposal in Proposal 3 is not approved or if Proposal 4 is not approved, the
fundamental investment restriction covered in that Proposal or Sub-Proposal will
remain unchanged.
PROPOSAL 3: TO APPROVE THE ELIMINATION OR AMENDMENT OF CERTAIN FUNDAMENTAL
INVESTMENT RESTRICTIONS OF THE FUND
A. Purchasing Securities on Margin or Engaging in Short Sales.
The Fund is currently subject to a fundamental investment restriction
prohibiting it from engaging in short sales or purchasing securities on margin.
The existing restriction is not required to be a fundamental investment
restriction under the 1940 Act. It is proposed that this current fundamental
restriction prohibiting purchases of securities on margin or engaging in short
sales be eliminated. The current fundamental investment restriction is set forth
below.
Current
The Fund cannot purchase securities on margin or sell securities
short. However, the Fund can make margin deposits in connection with
any of its investments.
In a short sale, an investor sells a borrowed security with a
corresponding obligation to the lender to return the identical security. In an
investment technique known as a short sale "against-the-box," an investor sells
short while owning the same securities in the same amount, or having the right
to obtain equivalent securities. The investor could have the right to obtain
equivalent securities, for example, through ownership of options or convertible
securities.
Margin purchases involve the purchase of securities with money borrowed
from a broker. "Margin" is the cash or eligible securities that the borrower
places with a broker as collateral against the loan. The Fund's current
fundamental investment policy prohibits it from purchasing securities on margin,
except to obtain such short-term credits as may be necessary for the clearance
of transactions. Policies of the SEC also allow mutual funds to make initial and
variation margin payments in connection with the purchase and sale of futures
contracts and options on futures contracts. In the futures markets, "margin"
payments are akin to a "performance bond," rather than a loan to purchase
securities as is the case in the securities markets. As a result, futures
margins typically range from 2-5% of the value of the underlying contract and
are marked-to-market on a daily basis.
Elimination of this fundamental investment restriction is unlikely to
significantly affect the management of the Fund. The 1940 Act provisions on
short sales and margin will continue to apply to the Fund. Accordingly, the Fund
will be able to obtain such short-term credits as may be necessary for clearance
of transactions and to sell securities short provided the Fund maintains the
asset coverage as required by the 1940 Act. Elimination of this restriction
would not affect the Fund's ability to purchase securities on margin.
B. Purchasing Securities of Issuers in which Officers or Directors Have An
Interest.
The Fund is currently subject to a fundamental investment restriction
prohibiting it from purchasing the securities of an issuer if the officers and
Directors of the Fund or the Manager individually own 1/2 of 1% of such
securities and together own more than 5% of such securities. It is proposed that
the current fundamental restriction be eliminated. The current fundamental
investment restriction is set forth below.
Current
TheFund cannot invest in or hold securities of any issuer if officers
and Directors of the Fund or the Manager beneficially own more than
1/2 of 1% of the securities of that issuer and together own more
than 5% of the securities of that issuer.
This restriction was originally adopted to address certain state or "Blue
Sky" requirements in connection with the registration of shares of the Fund for
sale in those particular states. The Board recommends that shareholders
eliminate this fundamental investment restriction. Under NSMIA, this restriction
no longer applies to the Fund. In addition, the Board believes that its
elimination could increase the Fund's flexibility when choosing investments in
the future.
C. Investing in a Company for the Purpose of Exercising Control
The Fund is currently subject to a fundamental investment
restriction prohibiting it from investing in portfolio companies for the purpose
of exercising control. It is proposed that the current fundamental investment
policy be eliminated. Although the Fund has no intention of investing for the
purpose of exercising control of a company, it believes that this restriction is
unnecessary and may, in fact, reduce possible investment opportunities. The
current fundamental investment restriction is set forth below.
Current
TheFund cannot invest in other companies for the purpose of exercising
control or management of those companies.
Elimination of the above fundamental investment restriction is not
expected to have a significant impact on the Fund's investment practices or
management because the Fund currently has no intention of investing in companies
for the purpose of obtaining or exercising management or control. A Fund might
be considered to be investing for control if it purchases a large percentage of
the securities of a single issuer. This restriction was intended to ensure that
a mutual fund would not be engaged in the business of managing other companies.
This restriction was originally adopted to address certain state or
"Blue Sky" requirements in connection with the registration of shares of the
Fund for sale in those particular states. The Board recommends that shareholders
eliminate this fundamental investment restriction. Under NSMIA, this restriction
no longer applies to the Fund, and, the Board believes that its elimination
could increase the Fund's flexibility when choosing investments in the future.
D. Acceptance of Share Purchase Price
The Fund is currently subject to a fundamental investment restriction that
requires it to immediately issue shares in connection with the acceptance of
purchase price monies. Because this investment restriction is not required to be
fundamental, it is proposed that it be eliminated. The current fundamental
investment restriction is set forth below.
Current
The Fund cannot accept the purchase price for any of its shares
without immediately issuing an appropriate number of shares.
This investment restriction is not required to be fundamental under the
1940 Act or rules thereunder. This fundamental investment restriction was
originally adopted to address certain business and regulatory practices at
that time. In practice, the Fund immediately issues shares upon its
acceptance of the payment price in conformity with this fundamental
investment restriction and the rules regarding clearance and settlement of
securities. Acceptance is predicated on delivery of cash or settled funds
for payment of fund shares and not merely receiving a check or other similar
negotiable instrument. Elimination of this fundamental investment
restriction would not result in any change in the management or operation of
the Fund. The Board recommends that shareholders eliminate this fundamental
investment restriction.
E. Industry Concentration
The Fund currently has a fundamental investment restriction
prohibiting it from "concentrating" its investments, that is, investing "more
than 25%" of its total assets in any one industry, excluding securities issued
or guaranteed by the United States government or its agencies and
instrumentalities. Consistent with how the staff of the Securities and Exchange
Commission interprets "concentration" under the Investment Company Act, the Fund
adopted as a non-fundamental operating policy, that concentration apply to "25%
or more" of its total assets rather than "more than 25%". The Fund's Directors
propose that the Fund's industry concentration restriction remain fundamental,
but be amended to state that it applies to "25% or more" of the Fund's total
assets. The current and proposed policies are stated below.
Current
The Fund cannot concentrate investments in any industry or group of
industries. That means it cannot purchase securities of companies in
any one industry if more than 25% of its total assets would consist
of securities of companies in that industry. As a non-fundamental
operating policy, the Fund interprets this restriction to apply to
25% or more of its total assets.
Proposed
The Fund cannot invest 25% or more of its total assets in any one
industry. That limit does not apply to securities issued or
guaranteed by the U.S. government or its agencies and
instrumentalities. Each foreign government is treated as an
"industry" and utilities are divided according to the services they
provide.
The purpose of this proposal is to clarify the Fund's fundamental investment
restriction on industry concentration and to conform the Fund's policy in
this area to one that is expected to be standard for all Oppenheimer funds.
The Directors believe that standardized policies will assist the Fund and
the Manager in maintaining compliance with the various investment
restrictions to which the Oppenheimer funds are subject.
F. Buying Securities for Speculative Short-term Purposes
The Fund is currently subject to a fundamental investment restriction
prohibiting it from investing in physical commodities or physical commodity
contracts or buying securities for speculative short-term purposes. It is
proposed that the current fundamental restriction be amended to eliminate
the restrictions against buying securities for speculative short-term
purposes while retaining the restriction against investing in physical
commodities or physical commodity contracts. The current and proposed
fundamental investment restrictions are set forth below.
Current
The Fund cannot invest in physical commodities or physical commodity
contracts or buy securities for speculative short-term purposes.
However, the Fund can buy and sell any of the hedging instruments
permitted by any of its other policies. It can also buy and sell
options, futures, securities or other instruments backed by physical
commodities or whose investment return is linked to changes in the
price of physical commodities.
Proposed
The Fund cannot invest in physical commodities or physical commodity
contracts. However, the Fund can buy and sell any of the hedging
instruments permitted by any of its other policies. It can also buy
and sell options, futures, securities or other instruments backed by
physical commodities or whose investment return is linked to changes
in the price of physical commodities.
The change to the above fundamental investment restriction is not expected
to have a significant impact on the Fund's investment practices or
management because the Fund currently has no intention of buying securities
for speculative short-term purposes. In addition, the Board believes that
the elimination of the restriction against buying securities for speculative
short-term purposes could increase the Fund's flexibility when choosing
investments in the future. As amended, the Fund's restriction against
investing in physical commodities or physical commodity contracts would
remain a fundamental restriction changeable only by the vote of a majority
of the outstanding voting securities of the Fund as defined in the 1940 Act.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU APPROVE EACH
SUB-PROPOSAL DESCRIBED ABOVE
PROPOSAL 4: TO APPROVE CHANGES TO CERTAIN INVESTMENT RESTRICTIONS OF THE FUND
Proposal number 4 is composed of four separate proposed changes to
the Fund's current investment policies. The Board believes that under
appropriate circumstances, the Fund should be permitted to lend money to, and
borrow money from, other Oppenheimer mutual funds (referred to as "inter-fund
lending") and pledge its assets as collateral for the loan as explained in the
following proposals. All four of these proposals must be approved together if
the inter-fund lending arrangements described below are to be implemented, and
shareholders are requested to vote to approve or disapprove all four together.
A. Borrowing.
The 1940 Act imposes certain restrictions on the borrowing activities of
registered investment companies. The restrictions on borrowing are generally
designed to protect shareholders and their investment by restricting a fund's
ability to subject its assets to claims of creditors who might have a claim to
the fund's assets that would take priority over the claims of shareholders. A
fund's borrowing restriction must be a fundamental investment restriction.
Under the 1940 Act, a fund may borrow from banks up to one-third of its
total assets (including the amount borrowed). In addition, a fund may borrow up
to 5% of its total assets for temporary purposes from any person. Section 18 of
the 1940 Act deems a loan temporary if it is repaid within 60 days and not
extended or renewed. Funds typically borrow money to meet redemptions in order
to avoid forced, unplanned sales of portfolio securities. This technique allows
a fund greater flexibility to buy and sell portfolio securities for investment
or tax considerations, rather than for cash flow considerations.
The Fund currently is subject to a fundamental investment
restriction concerning borrowing which is more restrictive than required by the
1940 Act. The Board recommends that the Fund's restriction on borrowing be
amended to permit the Fund to borrow from banks and/or affiliated investment
companies in amounts up to one-third of its total assets (including the amount
borrowed). As amended, the Fund's restriction on borrowing would remain a
fundamental restriction changeable only by the vote of a majority of the
outstanding voting securities of the Fund as defined in the 1940 Act.
The current and proposed fundamental investment restrictions are set forth
below.
Current
The Fund cannot borrow money except for temporary emergency purposes
or under other circumstances.
Proposed
The Fund cannot borrow money in excess of33-1/3% of the value of its
total assets. The Fund may borrow only from banks and/or affiliated
investment companies. With respect to this fundamental policy, the
Fund can borrow only if it maintains a 300% ratio of assets to
borrowings at all times in the manner set forth in the Investment
Company Act of 1940.
The current restriction on borrowing is silent with respect to the
permissible entities that the Fund may borrow from. The Board recommends that
this restriction be amended to permit the Fund to borrow money from banks and/or
from affiliated investment companies provided such borrowings do not exceed
33-1/3% of its total assets. The proposal would also add flexibility by
permitting the Fund to borrow money in cases other than extraordinary or
emergency purposes as a temporary measure.
Permitting the Fund to borrow money from affiliated funds (for example,
those funds in the OppenheimerFunds complex) would afford the Fund the
flexibility to use the most cost-effective alternative to satisfy its borrowing
requirements. The Directors believe that the Fund may be able to obtain lower
interest rates on its borrowings from affiliated funds than it would through
traditional bank channels.
Current law prohibits the Fund from borrowing from other funds of the
OppenheimerFunds complex. Before an inter-fund lending arrangement can be
established, the Fund must obtain approval from the SEC. Implementation of
inter-fund lending would be accomplished consistent with applicable regulatory
requirements, including the provisions of any order the SEC might issue to the
Fund and other Oppenheimer funds. The Fund has not yet decided to apply for such
an order and there is no guarantee any such order would be granted, even if
applied for. Until the SEC has approved an inter-fund lending application, the
Fund will not engage in borrowing from affiliated investment companies.
The Fund will not borrow from affiliated funds unless the terms of the
borrowing arrangement are at least as favorable as the terms the Fund could
otherwise negotiate with a third party. To assure that the Fund will not be
disadvantaged by borrowing from an affiliated Fund, certain safeguards may be
implemented. An example of the types of safeguards which the SEC may require may
include some or all of the following: the fund will not borrow money from
affiliated funds unless the interest rate is more favorable than available bank
loan rates; the Fund's borrowing from affiliated funds must be consistent with
its investment objective and investment policies; the loan rates will be
determined by a pre-established formula based on quotations from independent
banks; if the Fund has outstanding borrowings from all sources greater than 10%
of its total assets, then the Fund must secure each additional outstanding
inter-fund loan by the pledge of segregated collateral (see paragraph C
"Pledging of Assets," below); the Fund cannot borrow from an affiliated fund in
excess of 125% of its total redemptions for the preceding seven days; each
inter-fund loan may be repaid on any day by the Fund; and the Directors will be
provided with a report of all inter-fund loans and the Directors will monitor
all such borrowings to ensure that the Fund's participation is appropriate.
In determining to recommend the proposed amendment to shareholders for
approval, the Board considered the possible risks to the Fund from participation
in the inter-fund lending program. There is a risk that a borrowing fund could
have a loan recalled on one day's notice. In that circumstance, the borrowing
fund might have to borrow from a bank at a higher interest cost if money to lend
were not available from another Oppenheimer fund. The Board considered that the
benefits to the Fund of participating in the program outweigh the possible risks
to the Fund from such participation.
Shareholders are being asked to approve an amendment to the Fund's
fundamental policy on borrowing and are also being asked to approve an amendment
to the Fund's fundamental restriction on lending (paragraph B "Lending," below).
If this proposal 4 is adopted, the Fund, subject to its investment objectives
and policies, will be able to participate in the inter-fund lending program as
both a lender and a borrower.
B. Lending.
The Fund currently has an a fundamental investment restriction that
prohibits the Fund from lending money, except in cases where the Fund is loaning
portfolio securities or purchasing debt securities, entering into repurchase
agreements or when issued or delayed delivery transactions Under the 1940 Act, a
fund's restriction with respect to lending is required to be fundamental so that
it cannot be changed without the vote of a majority of the outstanding voting
securities of the Fund.
It is proposed that the current fundamental investment restriction be
amended to permit the Fund to lend its assets to affiliated investment companies
(for example, other funds in the OppenheimerFunds complex). Before an inter-fund
lending arrangement can be established, the Fund must obtain approval from the
SEC. Implementation of inter-fund lending would be accomplished consistent with
applicable regulatory requirements, including the provisions of any order the
SEC might issue to the Fund and other Oppenheimer funds. The Fund has not yet
applied for such an order and there is no guarantee any such order would be
granted, even if applied for. Until the SEC has approved an inter-fund lending
application, the Fund will not engage in lending with affiliated investment
companies. As amended, the restriction on lending for the Fund would be a
fundamental investment restriction changeable only by the vote of a majority of
the outstanding voting securities of the Fund as defined in the 1940 Act. The
current and fundamental investment restrictions are set forth below.
Current
The Fund cannot make loans except that it can buy debt securities.
The Fund may also make loans of portfolio securities, enter into
repurchase agreements or when issued or delayed-delivery
transactions (or similar securities transactions).
Proposed
The Fund cannot make loans except (a) through lending of securities,
(b) through the purchase of debt instruments or similar evidence of
indebtedness, (c) through an inter-fund lending program with other
affiliated funds and (d) through repurchase agreements.
The Fund is currently permitted to lend its portfolio securities in fully
collateralized loans to certain eligible borrowers approved by the Board in
amounts up to 10% of the value of the Fund's of net assets. Similarly, the Fund
may also engage in repurchase agreements in amounts up to 10% the value of the
Fund's net assets for those repurchase agreements that have a maturity beyond
seven days. For shorter-term repurchase agreements, there is no limit on the
amount of the Fund's net assets that may be subject to the repurchase agreement.
These restrictions will continue to apply to the Fund but may be changed by the
Board.
The reason for lending money to an affiliated fund is that the lending
fund may be able to obtain a higher rate of return than it could from interest
rates on alternative short-term investments. To assure that the Fund will not be
disadvantaged by making loans to affiliated funds, certain safeguards will be
implemented. An example of the types of safeguards which the SEC may require may
include some or all of the following: the Fund will not lend money to affiliated
funds unless the interest rate on such loan is determined to be reasonable under
the circumstances; the Fund may not make inter-fund loans in excess of 7.5% of
its net assets; an inter-fund loan to any one affiliated fund shall not exceed
5% of the Fund's net assets; an inter-fund loan may not be outstanding for more
than seven days; each inter-fund loan may be called on one business day's
notice; and the Manager will provide the Directors reports on all inter-fund
loans demonstrating that the Fund's participation is appropriate and that the
loan is consistent with its investment objectives and policies.
When the Fund lends assets to another affiliated fund, the lending fund is
subject to credit risks if the borrowing fund fails to repay the loan. The
Directors believe that the risk is minimal.
C. Pledging of Assets.
The Fund is currently subject to a fundamental investment restriction
concerning the pledging of Fund assets. It is proposed that this current
fundamental investment restriction be eliminated. The current fundamental
investment restriction is set forth below.
Current
The Fund cannot pledge, mortgage or hypothecate securities. However,
the Fund can enter into escrow arrangements contemplated by writing
covered call options or other collateral or margin arrangements in
connection with any of its investments.
The existing restriction is not required to be fundamental under the 1940
Act, and therefore, the Board believes that the Fund should be provided with the
maximum flexibility permitted by law to pursue its investment objectives. The
1940 Act prohibitions on borrowing by the Fund would continue to apply as
discussed above in Paragraph A "Borrowing". Therefore, the Fund will be able to
pledge up to 33 1/3% of its total assets for borrowing money. The Directors
recommend that this restriction be eliminated so that the Fund may enter into
collateral arrangements entered into in connection with its borrowing
requirements and consistent with paragraph A "Borrowing."
D. Diversification
The Fund is currently subject to a fundamental investment restriction
concerning the diversification of Fund assets. It is proposed that this current
restriction be amended to exclude securities of other investment companies from
the restriction. As amended, the restriction would remain fundamental changeable
only by the vote of a majority of the outstanding voting securities of the Fund
as defined in the 1940 Act. The current and proposed fundamental investment
restrictions are set forth below.
Current
The Fund cannot buy securities issued or guaranteed by any one
issuer if more than 5% of its total assets would be invested in
securities of that issuer or if it would then own more than 10% of
that issuer's voting securities. This limitation applies to 75% of
the Fund's total assets. The limit does not apply to securities
issued by the U.S. government or any of its agencies or
instrumentalities.
Proposed
The Fund cannot buy securities issued or guaranteed by any one
issuer if more than5% of its total assets would be invested in
securities of that issuer or if it would then own more than 10% of
that issuer's voting securities. This limitation applies to 75% of
the Fund's total assets. The limit does not apply to securities
issued by the U.S. government or any of its agencies or
instrumentalities or securities of other investment companies.
The percentage limits in the current and proposed fundamental
investment restrictions are imposed by the 1940 Act. It is proposed that the
current restriction be amended to permit the Fund to lend its assets to
affiliated investment companies (for example, other funds in the
OppenheimerFunds complex), as discussed previously in paragraph B of Proposal 4
"Lending," and to permit the Fund to enter into fund-of-funds arrangements. The
ability of the Fund to invest in other investment companies is restricted by
Section 12(d)(1) of the 1940 Act. Section 12 was amended in 1996 by NSMIA to
permit mutual funds to enter into fund of funds or master/feeder arrangements
with other mutual funds in a fund complex, and granted the SEC broad powers to
provide exemptive relief for these purposes. The Fund is a party to an exemptive
order from the SEC permitting it to enter into a fund of funds arrangement.
While the Fund does not yet participate in a fund-of-funds arrangement, it may
do so in the future.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU APPROVE THIS PROPOSAL
<PAGE>
INFORMATION ABOUT THE FUND
The SEC requires that the following information be provided to the Fund's
shareholders.
Fund Information. As of December____, 2000, the Fund had ____________ shares
outstanding, consisting of _______________ Class A, ____________ Class B,
___________ Class C shares____________ and_____________ Class Y shares. Each
share has voting rights as stated in this Proxy Statement and is entitled to one
vote for each share (and a fractional vote for a fractional share).
Beneficial Owners. Occasionally, the number of shares of the Fund held in
"street name" accounts of various securities dealers for the benefit of their
clients may exceed 5% of the total shares outstanding. As of December ____,
2000, there were none.
The Manager, the Distributor and the Transfer Agent. Subject to the authority of
the Board of Trustees, the Manager is responsible for the day-to-day management
of the Fund's business, pursuant to its investment advisory agreement with the
Fund. OppenheimerFunds Distributor, Inc., a wholly-owned subsidiary of the
Manager, is the general distributor (the "Distributor") of the Fund's shares.
OppenheimerFunds Services, a division of the Manager, located at 6803 South
Tucson Way, Englewood, CO 80112, serves as the transfer and shareholder
servicing agent (the "Transfer Agent") for the Funds on an "at cost" basis, for
which it was paid $1,526,586 by the Fund during the fiscal year ended September
30, 2000.
The Manager (including subsidiaries and affiliates) currently manages investment
companies, including other Oppenheimer funds, with assets of more than $125
billion as of September 30, 2000, and with more than 5 million shareholder
accounts. The Manager is a wholly-owned subsidiary of Oppenheimer Acquisition
Corp. ("OAC"), a holding company controlled by Massachusetts Mutual Life
Insurance Company ("MassMutual"). The Manager, the Distributor and OAC are
located at Two World Trade Center, New York, New York 10048. MassMutual is
located at 1295 State Street, Springfield, Massachusetts 01111. OAC acquired the
Manager on October 22, 1990. As indicated below, the common stock of OAC is
owned by (i) certain officers and/or directors of the Manager, (ii) MassMutual
and (iii) another investor. No institution or person holds 5% or more of OAC's
outstanding common stock except MassMutual. MassMutual has engaged in the life
insurance business since 1851.
The common stock of OAC is divided into three classes. Effective as of August 1,
1997, OAC declared a ten for one stock split. At December 31, 2000, on a
post-split basis, MassMutual held (i) all of the 21,600,000 shares of Class A
voting stock, (ii) 11, 037, 845 shares of Class B voting stock, and (iii)
19,154,597 shares of Class C non-voting stock. This collectively represented
92.34% of the outstanding common stock and 91.7% of the voting power of OAC as
of that date. Certain officers and/or directors of the Manager held (i)
2,562,990 shares of the Class B voting stock, representing 5.38% of the
outstanding common stock and 7.2% of the voting power, (ii) 456,268 shares of
Class C non-voting stock, and (iii) options acquired without cash payment which,
when they become exercisable, allow the holders to purchase up to 484,826 shares
of Class C non-voting stock. That group includes persons who serve as officers
of the Fund, Bridget A. Macaskill and James Swain, who serves as Trustees of the
Fund.
Holders of OAC Class B and Class C common stock may put (sell) their shares and
vested options to OAC or MassMutual at a formula price (based on earnings of the
Manager). MassMutual may exercise call (purchase) options on all outstanding
shares of both such classes of common stock and vested options at the same
formula price. From the period June 30, 1999 to December 31, 2000, the only
transactions on a post-split basis by persons who serve as Trustees of the Fund
were by Mr. Swain who exercised 110,000 options to Mass Mutual for a combined
cash payment of $4,281,800 and Ms. Macaskill who exercised 451,540 options to
Mass Mutual for a combined cash payment of $15,483,899.
The names and principal occupations of the executive officers and
directors of the Manager are as follows: Bridget A. Macaskill, Chief
Executive Officer and Chairman; John Murphy, President and Chief Operating
Officer; James C. Swain, Vice Chairman; Jeremy Griffiths, Executive Vice
President, Chief Financial Officer and a director; O. Leonard Darling, Vice
Chairman and Chief Investment Officer; Andrew J. Donohue, Executive Vice
President, General Counsel and a director; George Batejan, Executive Vice
President and Chief Information Officer; Craig Dinsell, Loretta McCarthy,
James Ruff and Andrew Ruotolo, Executive Vice Presidents; Brian W. Wixted,
Senior Vice President and Treasurer; Charles Albers, Victor Babin, Bruce
Bartlett, Robert A. Densen, Ronald H. Fielding, Robert B. Grill, Robert Guy,
Steve Ilnitzki, Lynn Oberist Keeshan, Thomas W. Keffer, Avram Kornberg, John
S. Kowalik, Andrew J. Mika, David Negri, Robert E. Patterson, Russell Read,
Richard Rubinstein, Arthur Steinmetz, John Stoma, Jerry A. Webman, William L.
Wilby, Donna Winn, Carol Wolf, Kurt Wolfgruber, Robert G. Zack, and Arthur J.
Zimmer, Senior Vice Presidents. These officers are located at one of the
three offices of the Manager: Two World Trade Center, New York, NY
10048-0203; 6803 South Tucson Way, Englewood, CO 80112; and 350 Linden Oaks,
Rochester, NY 14625-2807.
Custodian. The Bank of New York, Mutual Funds Division, 100 Church Street, New
York, NY 10286, acts as custodian of the Fund's securities and other assets.
Reports to Shareholders and Financial Statements. The Annual Report to
Shareholders of the Fund for the fiscal year ended December 31, 1999 and
Semi-Annual Report to Shareholders of the Fund for the period ended June 30,
2000 has previously been sent to all shareholders. Upon request, shareholders
may obtain without charge a copy of the Annual and Semi-Annual Reports by
writing the Fund at the address above or calling the Fund at 1.800.525.7048.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies. The cost of preparing, printing and mailing the proxy
ballot, notice of meeting, and this Proxy Statement and all other costs incurred
with the solicitation of proxies, including any additional solicitation by
letter, telephone or otherwise, will be paid by the Fund. In addition to
solicitations by mail, officers of the Fund or officers and employees of
OppenheimerFunds Services, without extra compensation, may conduct additional
solicitations personally or by telephone. Any expenses so incurred will be borne
by OppenheimerFunds Services.
Proxies also may be solicited by a proxy solicitation firm hired at the Fund's
expense to assist in the solicitation of proxies. As the Meeting date
approaches, certain shareholders of the Fund may receive a telephone call from a
representative of the solicitation firm if their vote has not yet been received.
Authorization to permit the solicitation firm to execute proxies may be obtained
by telephonic instructions from shareholders of the Fund. Proxies that are
obtained telephonically will be recorded in accordance with the procedures set
forth below. These procedures have been reasonably designed to ensure that the
identity of the shareholder providing voting instructions is accurately
determined and that the voting instructions of the shareholder are accurately
recorded.
In all cases where a telephonic proxy is solicited, the solicitation firm
representative is required to ask for each shareholder's full name, address, the
last four digits of the shareholder's social security or employer identification
number, title (if the shareholder is authorized to act on behalf of an entity,
such as a corporation), the number of shares owned and to confirm that the
shareholder has received the Proxy Statement and ballot in the mail. If the
information solicited agrees with the information provided to the solicitation
firm, the solicitation firm representative has the responsibility to explain the
process, read the proposals listed on the proxy ballot, and ask for the
shareholder's instructions on such proposals. The solicitation firm
representative, although he or she is permitted to answer questions about the
process, is not permitted to recommend to the shareholder how to vote, other
than to read any recommendation set forth in the Proxy Statement. The
solicitation firm representative will record the shareholder's instructions on
the card. Within 72 hours, the shareholder will be sent a letter or mailgram to
confirm his or her vote and asking the shareholder to call the solicitation firm
immediately if his or her instructions are not correctly reflected in the
confirmation.
It is anticipated that the cost of engaging a proxy solicitation firm would not
exceed $30,000 plus the additional costs that would be incurred in connection
with contacting those shareholders who have not voted, which may be substantial.
Brokers, banks and other fiduciaries may be required to forward soliciting
material to their principals and to obtain authorization for the execution of
proxies. For those services they will be reimbursed by the Fund for their
out-of-pocket expenses.
If the shareholder wishes to participate in the Meeting, but does not wish to
give his or her proxy telephonically, the shareholder may still submit the proxy
ballot originally sent with the Proxy Statement in the postage paid envelope
provided or attend in person. Should shareholders require additional information
regarding the proxy or a replacement proxy ballot, they may contact us toll-free
at 1.800.525.7048. Any proxy given by a shareholder, whether in writing or by
telephone, is revocable as described below under the paragraph entitled
"Revoking a Proxy."
Please take a few moments to complete your proxy promptly. You may do so via
facsimile, telephonically or by mailing the proxy card in the postage paid
envelope provided. You also may cast your vote by attending the Meeting in
person.
Telephone Voting. The Fund has arranged to have votes recorded by telephone. The
voting procedures used in connection with telephone voting are designed to
authenticate the identity of shareholders, to permit shareholders to authorize
the voting of their shares in accordance with their instructions and to confirm
that their instructions have been properly recorded. Shareholders must enter a
unique control number found on their respective proxy ballots before providing
voting instructions by telephone. After a shareholder provides his or her voting
instructions, those instructions are read back to the shareholder and the
shareholder must confirm his or her voting instructions before disconnecting the
telephone call.
Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans. Shares
held in OppenheimerFunds-sponsored retirement accounts for which votes are not
received as of the last business day before the Meeting Date, will be voted by
the trustee for such accounts in the same proportion as Shares for which voting
instructions from the Fund's other shareholders have been timely received.
Voting By Broker-Dealers. Shares owned of record by broker-dealers for the
benefit of their customers ("street account shares") will be voted by the
broker-dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted by applicable
stock exchange rules) as record holder vote such shares for the election of
Directors and on the Proposals in the same proportion as that broker-dealer
votes street account shares for which voting instructions were received in time
to be voted. Beneficial owners of street account shares cannot vote in person at
the meeting. Only record owners may vote in person at the meeting. A "broker
non-vote" is deemed to exist when a proxy received from a broker indicates that
the broker does not have discretionary authority to vote the shares on that
matter. Abstention's and broker non-votes will have the same effect as a vote
against the proposal.
Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans. Shares
held in OppenheimerFunds-sponsored retirement accounts for which votes are not
received as of the last business day before the Meeting Date, will be voted by
the trustee for such accounts in the same proportion as Shares for which voting
instructions from the Fund's other shareholders have been timely received.
Quorum. A majority of the shares outstanding and entitled to vote, present in
person or represented by proxy, constitutes a quorum at the Meeting. Shares over
which broker-dealers have discretionary voting power, shares that represent
broker non-votes and shares whose proxies reflect an abstention on any item are
all counted as shares present and entitled to vote for purposes of determining
whether the required quorum of shares exists.
Required Vote. Approval of Proposals 1 and 2 requires the affirmative vote of a
majority of the outstanding shares present at the meeting. Approval of Proposals
3 and 4 requires the affirmative vote of a "majority" (as defined in the 1940
Act) of the outstanding voting securities of the Fund, voting in the aggregate
and not by class. As defined in the 1940 Act, the vote of a majority of the
outstanding shares means the vote of (1) 67% or more of the Fund's outstanding
shares present at a meeting, if the holders of more than 50% of the outstanding
shares of the Fund are present or represented by proxy; or (2) more than 50% of
the Fund's outstanding shares, whichever is less.
How Are Votes Counted? The individuals named as proxies on the proxy ballots (or
their substitutes) will vote according to your directions if your proxy is
received and properly executed, or in accordance with the instructions you
provide if you vote by telephone. You may direct the proxy holders to vote your
shares on a proposal by checking the appropriate box "FOR" or "AGAINST," or
instruct them not to vote those shares on the proposal by checking the "ABSTAIN"
box. Alternatively, you may simply sign, date and return your proxy ballot with
no specific instructions as to the proposals. If you properly execute and return
a proxy but fail to indicate how the votes should be cast, the proxy will be
voted in favor of the election of each of the nominees named in this Proxy
Statement for Director and in favor of each Proposal.
Shares of the Fund may be held by insurance company separate accounts for the
benefit of insurance company contract holders. If the insurance company does not
timely receive voting instructions from contract holders with respect to such
Shares, the insurance company will vote such Shares, as well as Shares the
insurance company itself owns, in the same proportion as Shares for which voting
instructions from contract holders are timely received.
Revoking a Proxy. You may revoke your previously granted proxy at any time
before it is exercised (1) by delivering a written notice to the Fund expressly
revoking your proxy, (2) by signing and forwarding to the Fund a later-dated
proxy, or (3) by attending the Meeting and casting your votes in person.
Shareholder Proposals. The Fund is not required to hold shareholder meetings on
a regular basis. Special meetings of shareholders may be called from time to
time by either the Fund or the shareholders (under special conditions described
in the Statement of Additional Information). Under the proxy rules of the
Securities and Exchange Commission, shareholder proposals which meet certain
conditions may be included in a Fund's proxy statement for a particular meeting.
Those rules require that for future meetings, the shareholder must be a record
or beneficial owner of Fund shares either (i) with a value of at least $2,000 or
(ii) in an amount representing at least 1% of the Fund's securities to be voted,
at the time the proposal is submitted and for one year prior thereto, and must
continue to own such shares through the date on which the meeting is held.
Another requirement relates to the timely receipt by the Fund of any such
proposal. Under those rules, a proposal must have been submitted a reasonable
time before the Fund began to print and mail this Proxy Statement, to be
included in this Proxy Statement. A proposal submitted for inclusion in the
Fund's proxy material for the next meeting after the meeting to which this Proxy
Statement relates must be received by the Fund a reasonable time before the Fund
begins to print and mail the proxy materials for that meeting. The fact that the
Fund receives a proposal from a qualified shareholder in a timely manner does
not ensure its inclusion in the proxy material, since there are other
requirements under the proxy rules for such inclusion.
OTHER MATTERS
Management of the Fund knows of no business other than the Proposals
specified above that will be presented at the Meeting. Since matters not known
at the time of the solicitation may come before the Meeting, the proxy as
solicited confers discretionary authority with respect to such matters as
properly come before the Meeting, including any adjournment or adjournments
thereof, and it is the intention of the persons named as attorneys-in-fact in
the proxy to vote the proxy in accordance with their judgment on such matters.
The Board does not intend to bring any matters before the Meeting other
than Proposals 1 through 4 and is not aware of any other matters to be brought
before the Meeting by others. If any other matters do properly come before the
Meeting, the persons named in the enclosed proxy will use their best judgment in
voting on such matters.
In the event sufficient votes in favor of one or more Proposals set forth
in the Notice of Meeting of Shareholders are not received by the date of the
Meeting, the persons named in the enclosed proxy may propose and approve one or
more adjournments of the Meeting. If a quorum is present but sufficient votes in
favor of one or more of the Proposals have not been received, the persons named
as proxies may propose and approve one or more adjournments of the Meeting to
permit further solicitation of proxies with respect to any such Proposal. All
such adjournments will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the Meeting to be adjourned. The
persons named as proxies on the enclosed proxy (or their substitutes) will vote
the Shares present in person or by proxy (including broker non-votes and
abstentions) in favor of such an adjournment if they determine additional
solicitation is warranted and in the interests of the Fund's shareholders. A
vote may be taken on one or more of the Proposals in this proxy statement prior
to any such adjournment if sufficient votes for its approval have been received
and it is otherwise appropriate.
By Order of the Board of Directors,
Andrew J. Donohue, Secretary
December __, 2000
Oppenheimer Total Return Fund, Inc.
[OppenheimerFunds Logo] Proxy for Shareholders Meeting To Be Held
March __, 2001
Oppenheimer TOTAL RETURN FUND, INC.
6803 S. Tucson Way Your shareholder vote is important!
Englewood, CO 80112-3924
The undersigned shareholder of Oppenheimer
Total Return Fund, Inc. (the "Fund"), does
hereby appoint Brian Wixted, Robert Bishop,
and Scott Farrar, and each of them, as
attorneys-in-fact and proxies of the
undersigned, with full power of
substitution, to attend the Meeting of
Shareholders of the Fund to be held March
__, 2001, at 6803 South Tucson Way,
Englewood, Colorado 80112 at 3:00 P.M.,
Mountain time, and at all Adjournments
thereof, and to vote the shares held in the
name of the undersigned on the record date
for said meeting with respect to the
election of Directors and the proposals
specified below. Said attorneys-in-fact
shall vote in accordance with their best
judgment as to any other matter. Proxy
solicited on behalf of the Board of
Directors, which recommends a vote FOR the
election of all nominees for Director and
FOR each Proposal below. The shares
represented hereby will be voted as
indicated below or FOR if no choice is
indicated.
Your prompt response can save your Fund
money.
Please vote, sign and mail your proxy ballot (attached below) in the enclosed
postage-paid envelope today, no matter how many shares you own. A majority of
the Fund's shares must be represented in person or by proxy. Please vote your
proxy so your Fund can avoid the expense of another mailing.
To Vote By Telephone (a low-cost method of voting your proxy):
1. Read the Proxy Statement and have
your Proxy Card at hand.
2. Call toll-free 1-______________.
3. Enter the ___-digit Control Number
found on your Proxy Card.
4. Follow the simple instructions.
Keep This Portion for Your Records
Detach and Return this Portion Only
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<PAGE>
Oppenheimer TOTAL RETURN fund, INC.
1. Election a) W. g) R. For All
of Directors Armstrong Kalinowski Withhold All
(Proposal No. b) R. Avis h) C. Kast For All Except
1) c) G. Bowen i) R.
Election of d) E. Cameron Kirchner To withhold authority to vote
e) J. Fossel j) B. for any individual nominee,
f) S. Macaskill mark "For All Except" and
Freedman k) F. W. write the nominee's letter on
Marshall the line below.
l) J. Swain
to the
contrary at
left.
Vote On Proposals For Against Abstain
2. Ratification of selection of
Deloitte & Touche LLP as independent
auditors (Proposal No. 2)
3. Approval of the Elimination of
Certain Fundamental Restrictions of
the Fund (Proposal No. 3)
a. Purchasing Securities on Margin
or Engaging in Short Sales
b. Purchasing Securities of Issuers
in which Officers or Directors
Have An Interest
c. Investing in a Company for the
Purpose of Exercising Control
d. Acceptance of Share Purchase Price
e. Industry Concentration
f. Buying Securities for Speculative
Short-term Purposes
4. Approval to Change Four (4) of the
Fund's Fundamental Investment
Restrictions to permit the Fund to
participate in an inter-fund lending
agreement (Proposal No. 4)
NOTE: Please sign exactly as your name(s) appears hereon. When signing as
custodian, attorney, executor, administrator, trustee, etc., please give your
full title as such. All joint owners should sign this proxy. If the account is
registered in the name of a corporation, partnership or other entity, a duly
authorized individual must sign on its behalf and give title.
Signature Date
Signature (Joint Owners) _______________________ Date _______________
