SCHEDULE 14A
Information Required in Proxy Statement
(Rule 14a-101)
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
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
OPPENHEIMER EQUITY INCOME FUND
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
KATHERINE P. FELD, ESQ.
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) or Schedule 14A. / / $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.
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(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 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
(5) Total fee paid: $125
- ------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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:
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(2) Form, Schedule or Registration Statement No.: Schedule 14A
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(3) Filing Party: Katherine P. Feld, Esq.
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(4) Date Filed:
<PAGE>
[OFI Letterhead]
February 13, 1998
Dear Equity Income Fund Shareholder,
We have scheduled a shareholder meeting on April 16, 1998 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" 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 to make your vote count.
HOW DO YOU VOTE?
To vote, simply complete the ballot by marking your choices, sign it, and
return it in the postage-paid envelope provided. Remember, it can be expensive
for the Fund -- a portion of which is owned by you as a shareholder -- to remail
ballots if not enough responses are received to conduct the meeting.
WHAT ARE THE ISSUES?
After consideration, the Board of Trustees, which represents your
interests in the day-to-day management of the Fund, recommends approval of the
following items:
o Election of Trustees. There are twelve Trustees up for re-election in
April. You will find detailed information on the Trustees in the enclosed proxy
statement.
o Ratification of Auditors. Each year, outside auditors are employed to
review the Fund's annual financial statements, as explained in the proxy
statement.
o Approve New Investment Advisory Agreement with the Investment Advisor.
The Fund's Investment Advisory Agreement establishes the Investment Advisor's
responsibility for day-to-day management of the Fund, including managing the
Fund's investments, adherence to investment policies and arranging for the
purchase and sale of securities. A new Investment Advisory Agreement with the
Investment Advisor that removes the limitation on the Fund's expenses is being
submitted for shareholder approval. As the Fund's assets represented by Class B
and Class C shares grow relative to assets represented by Class A shares, the
effect of the Class B and Class C share expenses causes the overall Fund
expenses to approach or exceed the limit. Removing the expense limitation will
enable the Investment Advisor to continue managing Fund assets at a reasonable
compensation level.
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 thank you
for allowing us to manage a portion of your investment assets.
Sincerely,
BAM
Enclosures
proxy\300ltr.498
<PAGE>
Oppenheimer Equity Income Proxy for Shareholders Meeting To
Fund - Class A Shares Be Held April 16, 1998
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse
side, date and sign it, and return it
promptly in the accompanying envelope,
which requires no postage if mailed in
the United States.
Please detach at perforation before mailing.
Oppenheimer Equity Income Proxy For Shareholders Meeting To
Fund - Class A Shares Be Held April 16, 1998
The undersigned shareholder of Proxy solicited on behalf of the
Oppenheimer Equity Income Fund Board of Trustees, which
(the "Fund"), does hereby appoint recommends a vote FOR the election
Robert Bishop, Rendle Myer and of all nominees for Trustee and FOR
Scott Farrar, and each of them, each proposal on the reverse side.
as attorneys-in fact and proxies The shares represented hereby
of the undersigned, with full will be voted as indicated on the
power of substitution, to attend reverse side or FOR if no choice
the Meeting of Shareholders of is indicated.
the Fund to be held April 16
1998, at 6803 South Tucson Way,
Englewood, Colorado 80112 at 10:30
A.M., Denver 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 for the election of
Trustees and on the proposals
specified on the reverse side.
Said attorneys-in-fact shall vote
in accordance with their best
judgment as to any other matter.
OVER
300
<PAGE>
Oppenheimer Equity Income Proxy for Shareholders Meeting to be held
Fund - Class A Shares April 16, 1998
Your shareholder Your prompt response can save your Fund money.
vote is important! Please vote, sign and mail your proxy ballot
(this card) 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.
Please detach at perforation before mailing.
1. Election of A) R. Avis G) R. Kalinowski 1. / / For all nominees
of Trustees B) W. Baker H) C. H. Kast listed except as marked
C) G. Bowen I) R. Kirchner to the contrary at left.
D) C. Conrad J) B. Macaskill Instruction: To withhold
E) J. Fossel K) N. Steel authority to vote for
F) S. Freedman L) J. Swain any individual nominees,
line out that nominee's
name at left.
/ / Withhold authority
to
vote for all nominees
listed at left.
2. Ratification of selection 2. / /For / /Against / /Abstain
of Deloitte & Touche LLP as
independent auditors
(Proposal No. 1)
3. Approval of a new Investment 3. / /For / /Against / /Abstain
Advisory Agreement with the
Manager (Proposal No. 2)
NOTE: Please sign exactly as your name(s) appear 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.
OVER
Dated: , 1998
-------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot.
300
proxy\300bal.a
<PAGE>
Oppenheimer Equity Income Proxy for Shareholders Meeting To
Fund - Class B Shares Be Held April 16, 1998
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse
side, date and sign it, and return it
promptly in the accompanying envelope,
which requires no postage if mailed in
the United States.
Please detach at perforation before mailing.
Oppenheimer Equity Income Proxy For Shareholders Meeting To
Fund - Class B Shares Be Held April 16, 1998
The undersigned shareholder of Proxy solicited on behalf of the
Oppenheimer Equity Income Fund Board of Trustees, which
(the "Fund"), does hereby appoint recommends a vote FOR the election
Robert Bishop, Rendle Myer and of all nominees for Trustee and FOR
Scott Farrar, and each of them, each proposal on the reverse side.
as attorneys-in fact and proxies The shares represented hereby
of the undersigned, with full will be voted as indicated on the
power of substitution, to attend reverse side or FOR if no choice
the Meeting of Shareholders of is indicated.
the Fund to be held April 16
1998, at 6803 South Tucson Way,
Englewood, Colorado 80112 at 10:30
A.M., Denver 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 for the election of
Trustees and on the proposals
specified on the reverse side.
Said attorneys-in-fact shall vote
in accordance with their best
judgment as to any other matter.
OVER
300
<PAGE>
Oppenheimer Equity Income Proxy for Shareholders Meeting to be held
Fund - Class B Shares April 16, 1998
Your shareholder Your prompt response can save your Fund money.
vote is important! Please vote, sign and mail your proxy ballot
(this card) 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.
Please detach at perforation before mailing.
1. Election of A) R. Avis G) R. Kalinowski 1. / / For all nominees
of Trustees B) W. Baker H) C. H. Kast listed except as marked
C) G. Bowen I) R. Kirchner to the contrary at left.
D) C. Conrad J) B. Macaskill Instruction: To withhold
E) J. Fossel K) N. Steel authority to vote for
F) S. Freedman L) J. Swain any individual nominees,
line out that nominee's
name at left.
/ / Withhold authority
to
vote for all nominees
listed at left.
2. Ratification of selection 2. / /For / /Against / /Abstain
of Deloitte & Touche LLP as
independent auditors
(Proposal No. 1)
3. Approval of a new Investment 3. / /For / /Against / /Abstain
Advisory Agreement with the
Manager (Proposal No. 2)
NOTE: Please sign exactly as your name(s) appear 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.
OVER
Dated: , 1998
-------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot.
300
proxy\300bal.b
<PAGE>
Oppenheimer Equity Income Proxy for Shareholders Meeting To
Fund - Class C Shares Be Held April 16, 1998
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse
side, date and sign it, and return it
promptly in the accompanying envelope,
which requires no postage if mailed in
the United States.
Please detach at perforation before mailing.
Oppenheimer Equity Income Proxy For Shareholders Meeting To
Fund - Class C Shares Be Held April 16, 1998
The undersigned shareholder of Proxy solicited on behalf of the
Oppenheimer Equity Income Fund Board of Trustees, which
(the "Fund"), does hereby appoint recommends a vote FOR the election
Robert Bishop, Rendle Myer and of all nominees for Trustee and FOR
Scott Farrar, and each of them, each proposal on the reverse side.
as attorneys-in fact and proxies The shares represented hereby
of the undersigned, with full will be voted as indicated on the
power of substitution, to attend reverse side or FOR if no choice
the Meeting of Shareholders of is indicated.
the Fund to be held April 16
1998, at 6803 South Tucson Way,
Englewood, Colorado 80112 at 10:30
A.M., Denver 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 for the election of
Trustees and on the proposals
specified on the reverse side.
Said attorneys-in-fact shall vote
in accordance with their best
judgment as to any other matter.
OVER
300
<PAGE>
Oppenheimer Equity Income Proxy for Shareholders Meeting to be held
Fund - Class C Shares April 16, 1998
Your shareholder Your prompt response can save your Fund money.
vote is important! Please vote, sign and mail your proxy ballot
(this card) 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.
Please detach at perforation before mailing.
1. Election of A) R. Avis G) R. Kalinowski 1. / / For all nominees
of Trustees B) W. Baker H) C. H. Kast listed except as marked
C) G. Bowen I) R. Kirchner to the contrary at left.
D) C. Conrad J) B. Macaskill Instruction: To withhold
E) J. Fossel K) N. Steel authority to vote for
F) S. Freedman L) J. Swain any individual nominees,
line out that nominee's
name at left.
/ / Withhold authority
to
vote for all nominees
listed at left.
2. Ratification of selection 2. / /For / /Against / /Abstain
of Deloitte & Touche LLP as
independent auditors
(Proposal No. 1)
3. Approval of a new Investment 3. / /For / /Against / /Abstain
Advisory Agreement with the
Manager (Proposal No. 2)
NOTE: Please sign exactly as your name(s) appear 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.
OVER
Dated: , 1998
-------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot.
300
proxy\300bal.c
<PAGE>
PRELIMINARY COPY
OPPENHEIMER EQUITY INCOME FUND
6803 SOUTH TUCSON WAY, ENGLEWOOD, COLORADO 80112
NOTICE OF MEETING OF SHAREHOLDERS TO BE HELD
APRIL 16, 1998
TO THE SHAREHOLDERS OF OPPENHEIMER EQUITY INCOME FUND:
Notice is hereby given that a Meeting of the Shareholders of Oppenheimer Equity
Income Fund (the "Fund") will be held at 6803 SOUTH TUCSON WAY, ENGLEWOOD,
COLORADO, 80112, at 10:30 A.M., Denver time, on April 16, 1998, or any
adjournments thereof, for the following purposes:
To be voted on by holders of:
CLASS A CLASS B CLASS C
SHARES SHARES SHARES
X X X (a) To elect Twelve Trustees to hold office
until the next meeting of shareholders called
for the purpose of electing Trustees and until
their successors are elected and shall
qualify;
X X X (b) To ratify the selection of Deloitte &
Touche LLP as the independent certified public
accountants and auditors of the Fund for the
fiscal year beginning September 1, 1997
(Proposal No. 1);
X X X (c) To approve a new Investment Advisory
Agreement between the Fund and its current
investment adviser OppenheimerFunds, Inc. (the
"Manager") (Proposal No. 3);
X X X (d) 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 January 21, 1998, are
entitled to notice of and to vote at the meeting. The election of Trustees and
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 Trustees of the Fund recommends a vote to elect
each of the nominees as Trustee 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 Trustees,
Andrew J. Donohue, Secretary
February 13, 1998
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SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE ASKED TO INDICATE
VOTING INSTRUCTIONS ON THE ENCLOSED PROXY AND TO DATE, SIGN AND RETURN IT IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE. TO AVOID UNNECESSARY DUPLICATE MAILINGS, WE
ASK YOUR COOPERATION IN PROMPTLY MAILING YOUR PROXY NO MATTER HOW LARGE OR SMALL
YOUR HOLDINGS MAY BE.
300
<PAGE>
PRELIMINARY COPY
OPPENHEIMER EQUITY INCOME FUND
6803 SOUTH TUCSON WAY, ENGLEWOOD, COLORADO 80112
PROXY STATEMENT
MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 1998
This statement is furnished to the shareholders of Oppenheimer Equity Income
Fund (the "Fund") in connection with the solicitation by the Fund's Board of
Trustees of proxies to be used at a meeting (the "Meeting") of shareholders to
be held at 6803 SOUTH TUCSON WAY, ENGLEWOOD, COLORADO, 80112, at 10:30 A.M.,
Denver time, on April 16, 1998, or any adjournments thereof. It is expected that
the mailing of this Proxy Statement will be made on or about February 13, 1998.
For a free copy of the Fund's annual report for its most recent fiscal year
ended August 31, 1997, call OppenheimerFunds Services, the Fund's transfer
agent, at 1-800-525-7048.
The enclosed proxy, if properly executed and returned, will be voted (or counted
as an abstention or withheld from voting) in accordance with the choices
specified thereon, and will be included in determining whether there is a quorum
to conduct the meeting. The proxy will be voted in favor of the nominees for
Trustee named in this Proxy Statement unless a choice is indicated to withhold
authority to vote for all listed nominees or any individual nominee. The proxy
will be voted in favor of each Proposal unless a choice is indicated to vote
against or to abstain from voting on that Proposal.
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 under applicable stock exchange rules) as record
holder vote such shares for the election of Trustees 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. Abstentions will be
counted as present for purposes of determining a quorum and will have the same
effect as a vote against the proposal.
If at the time any session of the Meeting is called to order a quorum is not
present, in person or by proxy, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that 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
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 names as proxies will
vote those proxies which they are entitled to vote in favor of the proposal, in
favor of such an adjournment, and will vote those proxies required to be voted
against the proposal, against any such adjournment. 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
-1-
<PAGE>
appropriate. Any adjourned session or sessions may be held within 90 days after
the date set for the original Meeting without the necessity of further notice.
If a shareholder executes and returns a proxy but fails to indicate how the
votes should be cast, the proxy will be voted in favor of the election of each
of the nominees named herein for Trustee and in favor of each Proposal.
The proxy may be revoked at any time prior to the voting by: (1) writing to the
Secretary of the Fund at 6803 South Tucson Way, Englewood, Colorado 80112 (if
received in time to be acted upon); (2) attending the meeting and voting in
person; or (3) signing and returning a new proxy (if returned and received in
time to be voted).
The cost of printing and distributing these proxy materials is an expense of the
Manager. In addition to the solicitation of proxies by mail, proxies may be
solicited by officers or employees of the Fund's transfer agent, personally or
by telephone or other means; any expenses so incurred will also be borne by the
Manager. 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 Manager
for their out-of-pocket expenses.
SHARES OUTSTANDING AND ENTITLED TO VOTE. As of January 21, 1998, the record
date, there were approximately 248,777,506.3 shares of the Fund issued and
outstanding, consisting of approximately 207,169,381.2 Class A shares,
36,951,243.2 Class B shares and 4,656,881.9 Class C shares. Each Class A, Class
B and Class C share of the Fund 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) held of record at the close of business on the record date.
As of January 21, 1998, no shareholder was known by management of the Fund to be
the record or beneficial owner of 5% or more of the outstanding shares of any
class of the Fund's shares.
ELECTION OF TRUSTEES
At the Meeting, twelve Trustees are to be elected to hold office until the next
meeting of shareholders called for the purpose of electing Trustees and until
their successors shall be duly elected and shall have qualified. Each nominee
has agreed to be named and to serve. With the exception of Mr. Bowen, all
nominees have been previously elected as a Trustee by the shareholders. Mr.
Bowen was elected a Trustee by the Board, including a majority of the
"disinterested" Trustees, at a meeting held December 16, 1997. 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 Trustees of the Fund. As a
Massachusetts business trust, the Fund does not contemplate holding annual
shareholder meetings for the purpose of electing Trustees. Thus, the Trustees
will be elected for indefinite terms until a shareholder meeting is called for
the purpose of voting for Trustees and until their successors are elected and
shall qualify.
Each of the nominees is also a trustee, director or managing general partner of
Oppenheimer Total Return Fund, Inc., Oppenheimer Cash Reserves, Centennial
America Fund, L.P., Oppenheimer
-2-
<PAGE>
Variable Account Funds, Oppenheimer Champion Income Fund, Oppenheimer High Yield
Fund, Oppenheimer Main Street Funds, Inc., Oppenheimer Municipal Fund,
Oppenheimer Real Asset Fund, Oppenheimer Strategic Income Fund, Oppenheimer
International Bond Fund, Oppenheimer Integrity Funds, Oppenheimer Limited-Term
Government Fund, The New York Tax-Exempt Income Fund, Inc., Panorama Series
Fund, Inc., Centennial Money Market Trust, Centennial Government Trust,
Centennial New York Tax Exempt Trust, Centennial California Tax Exempt Trust and
Centennial Tax Exempt Trust (which together with the Fund, comprise the
"Denver-based Oppenheimer funds"), except that Ms. Macaskill and Mr. Bowen are
not trustees of Oppenheimer Strategic Income Fund, Panorama Series Fund, Inc.,
Oppenheimer Variable Account Funds and Oppenheimer Integrity Funds and Mr.
Fossel and Mr. Bowen are not trustees of Centennial New York Tax Exempt Trust or
managing general partners of Centennial America Fund, L.P. Ms. Macaskill is the
President, and Mr. Swain is the Chairman and CEO, of all the Denver Oppenheimer
funds.
Each nominee indicated below by an asterisk is an "interested person" (as that
term is defined in the Investment Company Act of 1940, hereinafter referred to
as the "Investment Company Act") of the Fund and the Manager due to the
positions indicated with the Fund's investment adviser, OppenheimerFunds, Inc.
(the "Manager") or its affiliates, or other positions described. Please see the
section entitled "The Manager, the Distributor and the Transfer Agent" under
Proposal No. 2 for more information. The year given below indicates when the
nominee first became a Trustee or Director of any of the Denver-based
Oppenheimer funds without a break in service. The beneficial ownership of Class
A shares listed below includes voting and investment control, unless otherwise
indicated below. If a nominee should be unable to accept election, the Board of
Trustees may, in its discretion, select another person to fill the vacant
position. As of January 21, 1998, the Trustees and officers of the Fund as a
group owned approximately 38,754.8 Class A shares of the Fund in the aggregate
(including 697.960 shares owned by Mr. Freedman's spouse, of which he disclaims
beneficial ownership), which is less than 1% of the outstanding shares of that
class. None of the Trustees or officers owned any Class B or Class C shares of
the Fund.
CLASS A SHARES
BENEFICIALLY
NAME AND BUSINESS EXPERIENCE OWNED AS OF
OTHER INFORMATION DURING THE PAST FIVE YEARS JANUARY 21,
1998
ROBERT G. AVIS* Vice Chairman of A.G. Edwards & Sons, None
first became a Inc. (a broker-dealer) and A.G. Edwards,
Trustee in 1993. Inc. (its parent holding company); Chairman
Age: 66 of A.G.E. Asset Management and A.G. Edwards
Trust Company (its affiliated
investment adviser and trust company,
respectively).
- --------
*A nominee who is an "interested person" of the Fund and the Manager under
the Investment
Company Act.
-3-
<PAGE>
CLASS A SHARES
BENEFICIALLY
NAME AND BUSINESS EXPERIENCE OWNED AS OF
OTHER INFORMATION DURING THE PAST FIVE YEARS JANUARY 21,
1998
WILLIAM A. BAKER Management Consultant. None
first became a
Trustee in 1966.
Age: 83
GEORGE C. BOWEN*+# Senior Vice President and Treasurer of 3,518.649
first became a the Manager; Vice President and Treasurer
Trustee in 1997. of OppenheimerFunds Distributor, Inc.
Age: 61 (the "Distributor"), a wholly owned subsidiary
of the Manager that is the distributor of the Oppenheimer
funds; Vice President and Treasurer of HarbourView Asset
Management Corporation ("HarbourView"), an investment
advisory subsidiary of the Manager; Senior Vice
President, Treasurer, Assistant Secretary and a director
of Centennial Asset Management Corporation
("Centennial"), an investment advisory and broker-dealer
subsidiary of the Manager; President, Treasurer and a
director of Centennial Capital Corporation, an inactive
broker-dealer subsidiary of the Manager; Vice President,
Treasurer and Secretary of Shareholder Services, Inc.
("SSI") and Shareholder Financial Services, Inc.
("SFSI"), transfer agent subsidiaries of the Manager;
Treasurer of Oppenheimer Acquisition Corp. ("OAC"), the
Manager's parent holding company; Treasurer of
Oppenheimer Partnership Holdings, Inc., a holding company
subsidiary of the Manager; Vice President and Treasurer
of Oppenheimer Real Asset
- --------
*A Nominee who is an "interested person" of the Fund and the Manager under
the Investment
Company Act.
+Not a Trustees of Centennial New York Tax-Exempt Trust nor a Managing
General Partner of
Centennial America Fund, L.P.
#Not a Trustee of Oppenheimer Strategic Income Fund, Oppenheimer Variable
Account Funds,
Oppenheimer Integrity Funds, or Panorama Series Fund, Inc.
-4-
<PAGE>
CLASS A SHARES
BENEFICIALLY
NAME AND BUSINESS EXPERIENCE OWNED AS OF
OTHER INFORMATION DURING THE PAST FIVE YEARS JANUARY 21,
1998
Management, Inc., an investment advisory subsidiary of
the Manager; Chief Executive Officer, Treasurer and a
director of MultiSource Services, Inc., a majority-owned
broker-dealer subsidiary of the Manager; an officer of
other Oppenheimer funds.
CHARLES CONRAD, JR. Chairman and Chief Executive Officer 548.615
first became a of Universal Space Lines, Inc. (a
Trustee in 1970. space services management company);
Age: 67 formerly Vice President of McDonnell
Douglas Space Systems Co. and associated
with the National Aeronautics and Space
Administration.
JON S. FOSSEL* Member of the Board of Governors of the None
first became a Investment Company Institute (a national
Trustee in 1990. trade association of investment companies),
Age: 55 Chairman of the Investment Company Institute
Education Foundation; formerly Chairman and a director of
the Manager, President and a director of OAC, SSI and
SFSI.
SAM FREEDMAN Formerly Chairman and Chief Executive 5,935.019**
first become a Officer of OppenheimerFunds Services (a
Trustee in 1996. transfer agent division of the Manager),
Age: 57 Chairman, Chief Executive Officer and a
director of SSI, Chairman, Chief Executive
Officer and director of SFSI, Vice President
and director of OAC and a director of the
Manager.
RAYMOND J. KALINOWSKI Director of Wave Technologies International 11,524.366
first became a Inc. (a computer products training company).
Trustee in 1988.
- --------
*Not a Trustee of Centennial New York Tax-Exempt Trust nor a Managing General
Partner of
Centennial America Fund, L.P.
**697.960 of these shares are owned by Mr. Freedman's spouse, of which is
disclaims beneficial
ownership.
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<PAGE>
CLASS A SHARES
BENEFICIALLY
NAME AND BUSINESS EXPERIENCE OWNED AS OF
OTHER INFORMATION DURING THE PAST FIVE YEARS JANUARY 21,
1998
Age: 68
C. HOWARD KAST Formerly Managing Partner of Deloitte, None
first became a Haskins & Sells (an accounting firm).
Trustee in 1988.
Age: 76
ROBERT M. KIRCHNER President of The Kirchner Company 8,364.939
first became a (management consultants).
Trustee in 1963.
Age: 76
BRIDGET A. MACASKILL*# President, Chief Executive Officer and a None
first become a Director of the Manager and HarbourView;
Trustee in 1995. Chairman and a director of SSI and SFSI;
Age: 49 President and a director of OAC and Oppenheimer
Partnership Holdings, Inc.; a director of Oppenheimer
Real Asset Management, Inc.; formerly Executive Vice
President of the Manager.
NED M. STEEL Chartered Property and Casualty 2,427.524
first became a Underwriter; a director of Visiting Nurse
Trustee in 1963. Corporation of Colorado.
Age: 82
JAMES C. SWAIN* Vice Chairman of the Manager (since None
first became a September 1988); formerly President and a
Trustee in 1969. director of Centennial Asset Management
Age: 64 Corporation, an investment adviser
subsidiary of the Manager ("Centennial"),
and Chairman of the Board of SSI.
VOTE REQUIRED. The affirmative vote of a majority of the votes cast by
shareholders of the Fund without regard to class is required for the election of
a nominee as Trustee.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE.
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*Trustee who is an "interested person" of the Fund and the Manager.
#Not a Trustee of Oppenheimer Strategic Income Fund, Oppenheimer Variable
Account Funds, Oppenheimer Integrity Funds, or Panorama Series Fund, Inc.
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<PAGE>
FUNCTIONS OF THE BOARD OF TRUSTEES. The primary responsibility for the
management of the Fund rests with the Board of Trustees. The Trustees 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 Trustees
were held during the fiscal year ended August 31, 1997. Each of the Trustees was
present for at least 75% of the meetings held of the Board and of all committees
on which that Trustee served.
The Trustees of the Fund have appointed an Audit and Review Committee, comprised
of Messrs. Kast (Chairman), Kalinowski and Freedman, none of whom is an
"interested person" (as that term is defined in the Investment Company Act) of
the Manager or the Fund. Mr. Baker is an ex-officio member of the Committee. The
functions of the Committee include (i) making recommendations to the Board
concerning the selection of independent auditors for the Fund; (ii) reviewing
the methods, scope and results of audits and the fees charged; (iii) reviewing
the adequacy of the Fund's internal accounting procedures and controls; and (iv)
establishing a separate line of communication between the Fund's independent
auditors and its independent Trustees. The Committee met six times during the
fiscal period ended August 31, 1997. The Board of Trustees does not have a
standing nominating or compensation committee.
o REMUNERATION OF TRUSTEES. The officers of the Fund are affiliated with the
Manager. They and the Trustees of the Fund who are affiliated with the Manager
(Ms. Macaskill, Mr. Bowen and Mr. Swain, who are both officers and Trustees)
receive no salary or fee from the Fund. The remaining Trustees of the Fund
received the compensation shown below from the Fund during its fiscal year ended
August 31, 1997, and from all of the Denver-based Oppenheimer funds (including
the Fund) for which they served as Trustee, Director or Managing General
Partner. Prior to July 1, 1997, Mr. Fossel was an "interested" person of the
Fund and the Manager and received no salary or fee from the Fund. Compensation
is paid for services in the positions listed beneath their names:
Aggregate
Compensation Total Compensation
From the Fund From All
Fiscal Year Denver-based
NAME AND POSITION ENDED 8/31/97 OPPENHEIMER FUNDS1
Robert G. Avis, Trustee $9,040 $58,003
William A. Baker, Trustee2 $12,423 $79,715
(ex-officio member of the
Audit & Review Committee)
Charles Conrad, Jr., Trustee2 $11,645 $74,717
Jon. S. Fossel $_______ $ -0-
-7-
<PAGE>
Sam Freedman, Audit and $4,598 $29,502
Review Committee Member
and Trustee2
Raymond J. Kalinowski, $11,560 $74,173
Audit and Review Committee
Member and Trustee2
C. Howard Kast, Audit and $11,560 $74,173
Review Committee Chairman
and Trustee2
Robert M. Kirchner, Trustee2 $11,645 $74,717
Ned M. Steel, Trustee $9,040 $58,003
- ----------------------
1For the 1997 calendar year.
2On July 1, 1997, Messrs. Kast, Kalinowski and Freedman were appointed by the
Trustees to the Audit and Review Committee. Also on July 1, 1997, Mr. Baker was
appointed an ex-officio member of the Audit and Review Committee, and Mr. Conrad
and Mr. Kirchner resigned from the Audit and Review Committee. Prior to July 1,
1997, Messrs. Kast and Kalinowski composed the Risk Management Oversight
Committee, whose functions were transferred to the Audit and Review Committee on
July 1, 1997.
DEFERRED COMPENSATION PLAN. The Board of Trustees has adopted a Deferred
Compensation Plan for disinterested Trustees that enables Trustees to elect to
defer receipt of all or a portion of the annual fees they are entitled to
receive from the Fund. Currently, no Trustee participates in the Deferred
Compensation Plan. Under the plan, the compensation deferred by a Trustee is
periodically adjusted as though an equivalent amount had been invested in shares
of one or more Oppenheimer funds selected by the Trustee. The amount paid to the
Trustee under the plan will be determined based upon the performance of the
selected funds. Deferral of Trustees' 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 Trustee or to pay any particular
amount of compensation to any Trustee. Pursuant to an Order issued by the
Securities and Exchange Commission, the Fund may invest in the funds selected by
a Trustee under the plan for the limited purpose of determining the value of the
Trustee's deferred fee account.
OFFICERS OF THE FUND. Each officer of the Fund is elected by the Trustees to
serve an annual term. Information is given below about the executive officers
who are not Trustees of the Fund, including their business experience during the
past five years.
JOHN P. DONEY, VICE PRESIDENT AND PORTFOLIO MANAGER; AGE: 68
Two World Trade Center, New York, New York 10048-0203
Vice President of the Manager.
-8-
<PAGE>
ANDREW J. DONOHUE, VICE PRESIDENT AND SECRETARY; Age: 47.
Executive Vice President, General Counsel and a Director of the Manager;
Executive Vice President, and a director of the Distributor; Executive Vice
President, General Counsel and a director of HarbourView, SSI, SFSI, Oppenheimer
Partnership Holdings, Inc. and MultiSource Services, Inc.; President and a
director of Centennial; President and a director of Oppenheimer Real Asset
Management, Inc.; General Counsel and Secretary of OAC; Vice President of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc; an
officer of other Oppenheimer funds.
GEORGE C. BOWEN, TREASURER; Age: 61
6803 South Tucson Way, Englewood, Colorado 80112
Mr. Bowen's biography is set forth under "Election of Trustees," above.
ROBERT G. ZACK, ASSISTANT SECRETARY; Age: 49.
Senior Vice President and Associate General Counsel of the Manager; Assistant
Secretary of SSI and SFSI; Assistant Secretary of Oppenheimer Millennium Funds
plc; an officer of other Oppenheimer funds.
ROBERT J. BISHOP, ASSISTANT TREASURER; Age: 39.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting; an officer of other
Oppenheimer funds; formerly an Assistant Vice President of the Manager/Mutual
Fund Accounting and a Fund Controller for the Manager.
SCOTT T. FARRAR, ASSISTANT TREASURER; Age: 32.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting; an officer of other
Oppenheimer funds; formerly an Assistant Vice President of the Manager/Mutual
Fund Accounting and a Fund Controller for the Manager.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(PROPOSAL NO. 1)
The Investment Company Act requires that independent certified public
accountants and auditors ("auditors") be selected annually by the Board of
Trustees and that such selection be ratified by the shareholders at the
next-convened annual meeting of the Fund, if one is held. The Board of Trustees
of the Fund, including a majority of the Trustees who are not "interested
persons" (as defined in the Investment Company Act) of the Fund or the Manager,
at a meeting held August 26, 1997, selected Deloitte & Touche LLP ("Deloitte")
as auditors of the Fund for the fiscal year beginning September 1, 1997.
Deloitte also serves as auditors for certain other funds for which the Manager
acts as investment adviser and also serves as auditors for the Manager and
certain of its affiliates. 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
TRUSTEES RECOMMENDS APPROVAL OF THE SELECTION OF
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<PAGE>
DELOITTE AS AUDITORS OF THE FUND.
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
(PROPOSAL NO. 2)
The Fund has an Investment Advisory Agreement dated October 22, 1990 with the
Manager (the "Current Agreement") which was most recently approved by the Fund's
shareholders at a meeting held June 25, 1997 and approved by the Independent
Trustees (defined below) at a meeting held December 16, 1997. At meetings of the
Fund's Board of Trustees held on October 21, 1997 and December 16, 1997, the
Board, including a majority of the Trustees who are not "interested persons" (as
defined in the Investment Company Act) of the Fund or the Manager, and who have
no direct or indirect financial interest in the operations of the current
Agreement or in any related Agreements (the "Independent Trustees"), considered
and approved the terms of a new Investment Advisory Agreement (the "Proposed
Agreement") between the Fund and the Manager and determined to recommend the
Proposed Agreement for approval by the shareholders. If approved by shareholders
at this meeting, the Proposed Agreement will be effective on such date and
continue in effect until December 31, 1998, and thereafter from year to year
unless terminated, but only so long as such continuance is approved in
accordance with the Investment Company Act. A copy of the Proposed Agreement is
included in this Proxy Statement as EXHIBIT A. If the Proposed Agreement is not
approved, the Current Agreement will continue in effect.
The Proposed Agreement differs from the Current Agreement in that it removes the
limitation on Fund expenses. Under the Current Agreement, the Manager guarantees
that the total expenses of the Fund in any calendar year, including the
management fee but exclusive of taxes, interest, brokerage commissions and
extraordinary non-recurring expenses shall not exceed, and the Manager
undertakes to pay or refund to the Fund any amount by which such expenses shall
exceed, the aggregate of 1-1/2% of the first $30 million of the Fund's average
annual net assets plus 1% of the Fund's average annual net assets in excess of
$30 million. Under the Current Agreement, the payment of the management fee at
the end of any month will be reduced so that there will not be any accrued but
unpaid liability under this expense limitation. During the Fund's most recent
fiscal year ended August 31, 1997, and for the calendar year ended December 31,
1997, the Fund's expenses did not exceed the threshold set forth in the Current
Agreement.
RATIONALE FOR REMOVING THE EXPENSE LIMITATION. In the event that the Fund's
expenses exceed the limitation on Fund expenses contained in the Current
Agreement, the Manager would pay or refund the excess to the Fund. Since the
reimbursement is to the Fund (and not to any class of shares of the Fund), the
benefit of any such reimbursement would be shared by each class on a
proportionate basis. At the present time, the Manager has never been required to
reimburse the Fund for Fund expenses in excess of the expense limit under the
Current Agreement. However, it is anticipated that the Fund's expenses will
exceed the expense limitation in calendar year 1998, primarily as a result of
increasing sales of the Fund's Class B and Class C shares, as explained below.
On a pro forma basis, expenses (including the management fee) for the fiscal
year ended August 31, 1997 and the calendar year ended December 31, 1997 would
have been unchanged had the expense limitation not been in effect.
-10-
<PAGE>
The major factors causing the Fund's expenses to approach the expense limits
are: (1) the additional asset-based sales charge (0.75% annually) applicable to
Class B and Class C shares, and (2) the increasing proportion of the Fund's
assets represented by Class B and Class C shares. As the Fund's assets
represented by Class B and Class C shares grow relative to assets represented by
Class A shares, the effect of the Class B and Class C share expenses causes the
overall Fund expenses to approach or exceed the limit. Because of the lower
expense ratio of Class A shares, the Fund's Class A shares have permitted the
sale of Class B and Class C shares of the Fund to investors without concern for
the expense limit, until now. However, no class of shares is subsidizing any
other class of shares since each class is bearing its own class expenses and its
proportionate share of Fund expenses.
If the expense limitation is removed, as per the Proposed Agreement, it is
expected that the Fund will pay the Manager more over time than under the
Current Agreement. However, the impact of removing the expense limitation (and
eliminating reimbursement by the Manager to the Fund of excess expenses) would
increase the expenses of each class proportionately. No class would subsidize
another, because reimbursement is at the Fund level, and the impact of removing
reimbursement would be borne by each class proportionately. However, continuing
the expense limitation would force the Manager to effectively manage assets
attributable to Class B and Class C shares at the margin for nothing. As a
result, the Manager's revenues from managing the Fund will decline over time.
The Manager estimates that its revenues will decline approximately $1.2 million
in 1998 and nearly $4.1 million in 1999 if the expense limitation is not
removed, even though its revenue will remain positive.
The Manager and the Distributor considered alternatives to removing the expense
limitation. One alternative is for the Manager to continue managing the Fund
with the expense limit in place. However, once the expense limit is reached, the
Manager would be forced to essentially manage assets attributable to marginal
Class B and Class C shares for nothing and to reimburse the Fund for other
expenses above the limit. This penalizes the Manager for good performance.
Another alternative would be to reduce the asset-based sales charge on Class B
and Class C shares. The asset-based sales charge enables the Distributor to sell
Class B and Class C shares without a front-end sales charge. The Distributor
recoups its upfront payments to dealers for selling Class B and Class C shares,
and its associated financing costs, from the asset-based sales charge. If the
asset-based sales charge is reduced, this will lengthen the time over which the
Distributor will recover its costs. Although the Distributor currently operates
at a loss, this may force the Distributor to operate at an even greater loss for
an extended period of time. Distributing the Fund's shares at an even greater
loss for any extended period of time would not be feasible for the Distributor.
The Manager also considered that only three funds in the Oppenheimer funds
complex have an expense limitation in their investment advisory agreements. The
Manager further considered that this limitation was adopted primarily to satisfy
"blue sky" regulations that no longer apply due to changes in federal securities
laws, and before the advent of multiple classes of shares.
IDENTICAL TERMS OF THE AGREEMENTS. The proposed Agreement and the Current
Agreement (hereinafter jointly referred to as the "Agreements") are identical
other than (i) removing the expense
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<PAGE>
limitation from the Proposed Agreement, (ii) the date of the agreements, (iii)
the reference to Oppenheimer Management Corporation, the Manager's name prior to
January 5, 1996, in the Current Agreement and (iv) removing the reference to
"annual meetings" from the Proposed Agreement as they are no longer required.
The Agreements require the Manager, at its expense, to provide the Fund with
adequate office space, facilities and equipment as well as to provide, and
supervise the activities of all administrative and clerical personnel required
to provide effective administration for the Fund, including the compilation and
maintenance of records with respect to its operations, the preparation and
filing of specified reports, and composition of proxy materials and registration
statements for continuous public sale of shares of the Fund. Expenses not
expressly assumed by the Manager under the Agreements or by the Distributor of
the Fund's shares are paid by the Fund. The Agreements list examples of expenses
paid by the Fund, the major categories of which relate to interest, taxes,
brokerage commissions, fees to certain Trustees, legal and audit expenses,
custodian and transfer agent expenses, share certificate issuance costs, certain
printing and registration costs, and non-recurring expenses, including
litigation.
Under the Agreements, the Manager supervises the investment operations of the
Fund and the composition of its portfolio and furnishes the Fund advice and
recommendations with respect to investments, investment policies and the
purchase and sale of securities. The management fee, computed daily and payable
monthly under the Agreements to the Manager, is computed on the average annual
net assets of the Fund at the following annual rates: 0.75% of the first $100
million of average annual net assets; 0.70% of the next $100 million; 0.65% of
the next $100 million; 0.60% of the next $100 million; 0.55% of the next $100
million and 0.50% of average annual net assets in excess of $500 million. During
the fiscal year ended August 31, 1997, the Fund paid the Manager a fee of
$14,800,449, under the Current Agreement. The Manager also acts as investment
adviser to other Oppenheimer funds that have similar or comparable investment
objectives. A list of those funds and the net assets and advisory fee rates paid
by those funds is contained in EXHIBIT B to this Proxy Statement.
So long as it shall have acted with due care and in good faith, the Manager
shall not be liable under the Agreements for any loss sustained by reason of any
investment, the adoption of any investment policy, or the purchase, sale or
retention of any security irrespective of whether the determinations of the
Manager relative thereto shall have been based, wholly or partly, upon the
investigation or research of any other individual, firm or corporation believed
by it to be reliable. Nothing contained in the Agreement shall, however, be
construed to protect the Manager against any liability to the Fund or its
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
The Agreements permit the Manager to act as investment adviser for any other
person, firm or corporation and to use the name "Oppenheimer" in connection with
other investment companies for which it may act as investment adviser. If the
Manager shall no longer act as investment adviser to the Fund, the right of the
Fund to use the name "Oppenheimer" as part of its name may be withdrawn.
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<PAGE>
BROKERAGE PROVISIONS OF THE AGREEMENTS. One of the duties of the Manager under
the Agreements is to arrange the portfolio transactions for the Fund. The
Agreements contain provisions relating to the employment of broker-dealers
("brokers") to effect the Fund's portfolio transactions. In doing so, the
Manager is authorized by the Agreement to employ such broker-dealers, including
"affiliated" brokers, as that term is defined in the Investment Company Act, as
may, in its best judgment based on all relevant factors, implement the policy of
the Fund to obtain, at reasonable expense, the "best execution" (prompt and
reliable execution at the most favorable price obtainable) of such transactions.
Allocations of brokerage are generally made by the Manager's portfolio traders
based upon recommendations from the Manager's portfolio managers.
Under the Agreements, the Manager is authorized to select brokers that provide
brokerage and/or research services for the Fund and/or the other accounts over
which the Manager or its affiliates have investment discretion. The research
services provided by a particular broker may be useful only to one or more of
the advisory accounts of the Manager and its affiliates, and investment research
received for the commissions of those other accounts may be useful both to the
Fund and one or more of such other accounts. The Board of Trustees permits the
Manager to use concessions on fixed price offerings to obtain research, in the
same manner as is permitted for agency transactions. The Board also permits the
Manager to use stated commissions on secondary fixed-income agency trades to
obtain research where the broker has represented to the Manager that: (i) the
trade is not from or for the broker's own inventory; (ii) the trade was executed
by the broker on an agency basis at the stated commission; and (iii) the trade
is not a riskless principal transaction.
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, serves as the transfer and
shareholder servicing agent (the "Transfer Agent") for the Fund on an "at-cost"
basis, for which it was paid $___________ by the Fund during its fiscal year
ended August 31, 1997. The Manager, the Distributor and the Transfer Agent will
continue to provide these services to the Fund whether the Proposed Agreement is
in force or the Current Agreement is in force.
The Manager (including subsidiaries) currently manages investment companies,
including other Oppenheimer funds, with assets of more than $75 billion as of
December 31, 1997, and with more than 3 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. At December 31, 1997,
MassMutual held
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<PAGE>
(i) all of the 2,160,000 shares of Class A voting stock, (ii) 827,181 shares of
Class B voting stock, and (iii) 1,441,473 shares of Class C non-voting stock.
This collectively represented 88.6% of the outstanding common stock and 95.3% of
the voting power of OAC as of that date. Certain officers and/or directors of
the Manager held (i) 405,090 shares of the Class B voting stock, representing
8.1% of the outstanding common stock and 3.0% of the voting power, and (ii)
options acquired without cash payment which, when they become exercisable, allow
the holders to purchase up to 607,342 shares of Class C non-voting stock. That
group includes persons who serve as officers of the Fund and Messrs. James C.
Swain and George C. Bowen and Ms Macaskill, who serve 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 January 1, 1997 to December 31, 1997, the only
transactions by persons who serve as Trustees of the Fund were by Mr. Swain, who
surrendered to OAC 13,423 stock appreciation rights issued in tandem with the
Class C OAC options, for a cash payment of $2,164,436.
The names and principal occupations of the executive officers and directors of
the Manager are as follows: Bridget A. Macaskill, President, Chief Executive
Officer and a director; Donald W. Spiro, Chairman Emeritus; James C. Swain, Vice
Chairman; Robert C. Doll, O. Leonard Darling, Paula Gabriele, Barbara Hennigar,
James Ruff, Loretta McCarthy, Tilghman G. Pitts III and Nancy Sperte, Executive
Vice Presidents; Andrew J. Donohue, Executive Vice President and General
Counsel; Jeremy Griffiths, Executive Vice President and Chief Financial Officer;
George C. Bowen, Senior Vice President and Treasurer; Peter M. Antos, Victor
Babin, Robert A. Densen, Ronald H. Fielding, Robert E. Patterson, Richard
Rubinstein, Arthur Steinmetz, Ralph Stellmacher, John Stoma, Jerry A. Webman,
William L. Wilby and Robert G. Zack, Senior Vice Presidents. These officers are
located at one of the four offices of the Manager: Two World Trade Center, New
York, NY 10048; 6803 South Tucson Way, Englewood, CO 80112; 350 Linden Oaks,
Rochester, NY 14625 and One Financial Plaza, 755 Main Street, Hartford, CT
06103.
CONSIDERATIONS BY THE BOARD OF TRUSTEES. In connection with the approval of the
Proposed Agreement, the Manager provided extensive information to the
Independent Trustees. The Independent Trustees were provided data as to the
qualifications of the Manager's personnel, the quality and extent of the
services rendered and its commitment to its mutual fund advisory business. The
Independent Trustees also considered data presented by the Manager showing the
extent to which it had expanded its investment personnel and other services
dedicated to the equity area of its mutual fund advisory activities. Information
prepared specifically for the purpose of assisting the Independent Trustees in
their evaluation of the Proposed Agreement included an analysis of the
performance and expenses of the Fund as compared to other similar funds.
ANALYSIS OF NATURE, QUALITY AND EXTENT OF SERVICES. In determining whether to
approve the Proposed Agreement and to recommend its approval by the Fund's
shareholders, the Independent Trustees particularly considered: (1) the effect
of removing the expense limitation on the Fund's expense ratio; (2) the
investment record of the Manager in managing the Fund; and (3) data as to
investment performance, advisory fees and expense ratios of other investment
companies not advised by the Manager but believed to be in the same overall
investment and size category as the Fund.
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<PAGE>
The Independent Trustees also considered the following factors, among others:
(1) although the Fund expense ratio will ultimately increase if the expense
limitation is removed because the Fund will pay more to the Manager under the
Proposed Agreement than under the Current Agreement over time, the impact of
this increase would be borne by each class proportionately; (2) inequity of
declining revenues to the Manager caused by increasing percentage of Fund assets
represented by Class B and Class C shares; (3) inequity of requiring the Manager
to manage assets represented by the Fund's Class B and Class C shares for
declining revenues; (4) removing the expense limitation will enable the Manager
to continue managing assets represented by the Fund's Class B and Class C shares
at a reasonable compensation level; (5) only the Fund and two money funds within
the Oppenheimer funds complex have an expense limitation in their investment
advisory agreements; and (6) this expense limitation was adopted a number of
years ago to satisfy state "blue sky" regulations that no longer apply due to
changes in federal securities laws, and before the advent of multiple classes of
shares.
DETERMINATION BY THE INDEPENDENT TRUSTEES AND THE BOARD OF TRUSTEES. The Board
of Directors, including the Independent Directors considered all of the above
matters in reaching its decision to approve the Agreement. In light of the
foregoing, the Board concluded that the advisory fee without the expense
limitation, per the Proposed Agreement, is fair and reasonable to the Fund and
its shareholders. The Board did not single out any one factor or group of
factors as being more important than other factors, but considered such matters
together in arriving at its decision. After completion of its review, the
Independent Trustees recommended that the Board of Trustees approve, and the
Board unanimously approved, the Proposed Agreement.
VOTE REQUIRED. An affirmative vote of the holders of a "majority of the
outstanding voting securities" (as defined in the Investment Company Act) of the
Fund is required for approval of the Proposed Agreement; the classes do not vote
separately. The requirements for such "majority" vote is defined in the
Investment Company Act as the vote of the holders of the lesser of: (i) 67% or
more of the voting securities present or represented by proxy at the shareholder
meeting, if the holders of more than 50% of the outstanding voting securities
are present or represented by proxy, or (ii) more than 50% of the outstanding
voting securities. If the Proposed Agreement is not approved, the Current
Agreement will continue. THE BOARD OF TRUSTEES RECOMMENDS A VOTE IN FAVOR OF
APPROVING THE PROPOSED INVESTMENT ADVISORY AGREEMENT.
RECEIPT OF 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 Fund's
Statement of Additional Information). Under the proxy rules of the Securities
and Exchange Commission, shareholder proposals which meet certain conditions may
be included in the Fund's proxy statement and proxy for a particular meeting.
Those rules require that for future meetings the shareholder must be a record or
beneficial owner of Fund shares with a value of at least $1,000 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
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<PAGE>
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 solicitation is made. 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 BUSINESS
Management of the Fund knows of no business other than the matters 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.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
February __, 1998
proxy\300pre#3.498
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<PAGE>
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made as of the 16th day of April, 1998, by and between
OPPENHEIMER EQUITY INCOME FUND (hereinafter the "Fund"), and OPPENHEIMERFUNDS,
INC. (hereinafter the "Manager"):
WHEREAS, the Fund is an open-end, diversified investment company registered as
such with the Securities and Exchange Commission (the "Commission") pursuant to
the Investment Company Act of 1940, as amended (the "Investment Company Act")
and the Manager is a registered investment adviser;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as follows:
1. GENERAL PROVISION.
The Fund hereby employs the Manager and the Manager hereby undertakes to act
as the investment adviser of the Fund and to perform for the Fund such other
duties and functions as are hereinafter set forth. The Manager shall, in all
matters, give to the Fund and its Board of Trustees the benefit of its best
judgment, effort, advice and recommendations and shall, at all times conform to,
and use its best efforts to enable the Fund to conform to (i) the provisions of
the Investment Company Act and any rules and regulations thereunder; (ii) any
other applicable provisions of state or federal law; (iii) the provisions of the
Declaration of Trust and By-Laws of the Fund as amended from time to time; (iv)
policies and determinations of the Board of Trustees of the Fund; (v) the
fundamental policies and investment restrictions of the Fund as reflected in its
registration statement under the Investment Company Act and in the Fund's
By-Laws, or as such policies may, from time to time, be amended by the Fund's
shareholders; and (vi) the Prospectus of the Fund in effect from time to time.
The appropriate officers and employees of the Manager shall be available upon
reasonable notice for consultations with any of the Trustees and officers of the
Fund with respect to any matters dealing with the business and affairs of the
Fund including the valuation of any of the Fund's portfolio securities which are
either not registered for public sale or not being traded on any securities
market.
2. INVESTMENT MANAGEMENT.
(a) The Manager shall, subject to the direction and control by the Fund's
Board of Trustees (i) regularly provide investment advice and recommendations to
the Fund with respect to its investments, investment policies and the purchase
and sale of securities; (ii) supervise continuously the investment program of
the Fund and the composition of its portfolio and determine what securities
shall be purchased or sold by the Fund; and (iii) arrange, subject to the
provisions of paragraph "6" hereof, for the purchase of securities and other
investments for the Fund and the sale of securities and other investments held
in the portfolio of the Fund. The Manager shall also conduct
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investigations and research in the securities field and furnish to the Fund's
Board of Trustees statistical and other factual information and reports on
industries, businesses or corporations, to assist the Manager and the Fund's
Board of Trustees in furthering the investment policies of the Fund; and the
Manager shall compile, for its use and that of the Fund, and furnish to the
Fund's Board of Trustees, information and advice on economic and business
trends, and render such other complete investment management services as may be
necessary or appropriate to effectuate the investment of the resources of the
Fund through the acquisition, holding and disposition of portfolio securities.
(b) Provided that the Fund shall not be required to pay any compensation
other than as provided by the terms of this Agreement and subject to the
provisions of paragraph "6" hereof, the Manager may obtain investment
information, research or assistance from any other person, firm or corporation
to supplement, update or otherwise improve its investment management services.
(c) So long as it shall have acted with due care and in good faith, the
Manager shall not be liable for any loss sustained by reason of any investment,
the adoption of any investment policy, or the purchase, sale or retention of any
security irrespective of whether the determinations of the Manager relative
thereto shall have been based, wholly or partly, upon the investigation or
research of any other individual, firm or corporation believed by it to be
reliable. Nothing herein contained shall, however, be construed to protect the
Manager against any liability to the Fund or its shareholders by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of its reckless disregard of its obligations and duties
under this Agreement.
(d) Nothing in this Agreement shall prevent the Manager or any officer
thereof from acting as investment adviser or performing management services for
any other person, firm or corporation and shall not in any way limit or restrict
the Manager or any of its directors, officers, shareholders or employees from
buying, selling or trading any securities for its or their own account or for
the account of others for whom it or they may be acting, provided that such
activities will not adversely affect or otherwise impair the performance by the
Manager of its duties and obligations under this Agreement, nor adversely affect
the Fund.
3. OTHER DUTIES OF THE MANAGER.
The Manager shall, at its own expense, provide and supervise the activities
of all executive, administrative and clerical personnel as shall be required to
provide effective corporate administration for the Fund, including the
compilation and maintenance of such records with respect to its operations as
may reasonably be required; the preparation and filing of such reports with
respect thereto as shall be required by the Commission, and the laws of any
state, territory or possession of the United States or any foreign country;
composition of periodic reports with respect to its operations for the
shareholders of the Fund; composition of proxy materials for meetings of the
Fund's shareholders; and the composition of such registration statements as may
be required by federal securities laws and the laws of any state, territory or
possession of the United States or any foreign country for continuous public
sale of shares of the Fund. The Manager shall, at its own cost and expense,
provide such officers for the Fund as the Fund's Board may request and shall
also provide the Fund's Trustees, at their request, with adequate office space,
and normal office
A-2
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equipment and secretarial assistance as may be necessary for them to perform
their functions as such, and the Manager shall, at its own cost and expense,
calculate the daily net asset value of the Fund's shares and maintain the Fund's
general accounting books and records. The cost and expenses of the Manager set
forth in this paragraph 3 do not include the transfer agent and other costs and
expenses set forth in paragraph 4 following.
4. ALLOCATION OF EXPENSES TO THE FUND.
All other costs and expenses not expressly assumed by the Manager under this
Agreement, or to be paid by the General Distributor of the shares of the Fund,
shall be paid by the Fund, including but not limited to (i) interest and taxes;
(ii) brokerage commissions; (iii) insurance premiums on fidelity and other
coverage requisite to its operations; (iv) compensation and expenses of its
Trustees except as qualified further in this paragraph 4; (v) legal and audit
expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses
incident to the redemption of its shares; (viii) expenses incident to the
issuance of its shares against payment therefor by or on behalf of the
subscribers thereto; (ix) fees and expenses, other than as hereinabove provided,
incident to the registration of the Fund's shares for public sale under federal
securities laws or the laws of any state, territory or possession of the United
States or any foreign country; (x) expenses of printing and mailing reports and
notices and proxy material to shareholders of the Fund; (xi) except as noted in
paragraph 3 hereof, all other expenses incidental to holding any meetings of the
Fund's shareholders; and (xii) such extraordinary non-recurring expenses as may
arise, including litigation, affecting the Fund and the legal obligation or
right which the Fund may have to indemnify its officers and Trustees with
respect thereto unless the Fund has the right to recover said indemnity payments
from the Manager. Any officers or employees of the Manager or any entity
controlling, controlled by or under common control with the Manager who may also
serve as officers, Trustees or employees of the Fund shall not receive any
compensation by the Fund for their services.
5. COMPENSATION OF THE MANAGER.
The Fund agrees to pay the Manager and the Manager agrees to accept as full
compensation for the performance of all functions and duties on its part to be
performed pursuant to the provisions hereof, a fee computed on the net asset
value of the Fund as of the close of each business day and payable monthly at
the following annual rates:
.75% of the first $100 million of net assets;
.70% of the next $100 million;
.65% of the next $100 million;
.60% of the next $100 million;
.55% of the next $100 million;
.50% of net assets in excess of $500 million.
6. PORTFOLIO TRANSACTIONS AND BROKERAGE.
(a) The Manager will render all services for the Fund in connection with
placing orders with brokers and dealers for the purchase, sale or trade of
securities for the Fund's portfolio.
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(b) The Manager is authorized, in arranging the purchase and sale of the
fund's portfolio securities, to employ or deal with such members of securities
exchanges, brokers or dealers (hereinafter "broker-dealers"), including
"affiliated" broker-dealers, as that term is defined in the Investment Company
Act, as may, in its best judgment, implement the policy of the Fund to obtain,
at reasonable expense, the "best execution" (prompt and reliable execution at
the most favorable security price obtainable) of the Fund's portfolio
transactions as well as to obtain, consistent with provisions of subparagraph
(c) of this paragraph 6, the benefit of such investment information or research
as will be of significant assistance to the performance by the Manager of its
investment management functions.
(c) The Manager shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions. The abilities of a
broker-dealer to obtain best execution of particular portfolio transaction(s)
will be judged by the Manager on the basis of all relevant factors and
considerations including, insofar as feasible, the execution capabilities
required by the transaction or transactions; the ability and willingness of the
broker-dealer to facilitate the Fund's portfolio transactions by participating
therein for its own account; the importance to the Fund of speed, efficiency or
confidentiality; the broker-dealer's apparent familiarity with sources from or
to whom particular securities might be purchased or sold; as well as any other
matters relevant to the selection of a broker-dealer for particular and related
transactions of the Fund.
(d) The Manager shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-dealers (other
than affiliated broker-dealers) qualified to obtain best execution of such
transactions and who provide "brokerage and/or research services" (as such
services are defined in Section 28 (e) (3) of the Securities Exchange Act of
1934) for the Fund and/or other accounts for which the Manager exercises
"investment discretion" (as that term is defined in Section 3 (a) (35) of the
Securities Exchange Act of 1934) and to cause the Fund to pay such
broker-dealers a commission for effecting a portfolio transaction for the Fund
that is in excess of the amount of commission another broker-dealer adequately
qualified to effect such transaction would have charged for effecting that
transaction, if the Manager determines, in good faith, that such commission is
reasonable in relation to the value of the brokerage and/or research services
provided by such broker-dealer, viewed in terms of either that particular
transaction or the Manager's overall responsibilities with respect to the
accounts as to which it exercises investment discretion. In reaching such
determination, the Manager will not be required to place or attempt to place a
specific dollar value on the brokerage and/or research services provided or
being provided by such broker-dealer. In demonstrating that such determinations
were made in good faith, the Manager shall be prepared to show that all
commissions were allocated for purposes contemplated by this Agreement and that
the total commissions paid by the Fund over a representative period selected by
the Fund's Trustees were reasonable in relation to the benefits to the Fund.
(e) The Manager shall have discretion in the interests of the Fund and when
consistent with the then effective rules of the Commission and the National
Association of Securities Dealers, Inc., to consider the sales of shares of the
Fund and other Funds managed by the Manager and its affiliates as a factor in
the selection of broker-dealers to execute portfolio transactions for the Fund.
In doing so, the portfolio transactions must be (i) consistent with obtaining
the "best execution" of the Fund's
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<PAGE>
portfolio transactions (as defined in subparagraph (b) of this paragraph), and
(ii) the commissions paid to brokers selected wholly or partly on this basis do
not exceed the commissions otherwise authorized by this Investment Advisory
Agreement.
(f) The Manager shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any particular
portfolio transactions or to select any broker-dealer on the basis of its
purported or "posted" commission rate but will, to the best of its ability,
endeavor to be aware of the current level of the charges of eligible
broker-dealers and to minimize the expense incurred by the Fund for effecting,
its portfolio transactions to the extent consistent with the interests and
policies of the Fund as established by the determinations of its Board of
Trustees and the provisions of this paragraph 6.
(g) Transactions with affiliated broker-dealers are required to conform to a
number of restrictions and conditions: (1) affiliated broker-dealers may effect
portfolio transactions for the Fund only if the commissions, fees or other
remuneration received or to be received by them are determined in accordance
with procedures contemplated by any rule, regulation or order adopted under the
Investment Company Act for determining the permissible level of such
commissions; and (2) if required by Section 11(a) of the Securities Exchange Act
of 1934, affiliated broker-dealers may not receive compensation in connection
with any portfolio transaction effected on a national securities exchange for
the Fund if the affiliated broker-dealers are members of such exchange unless
there is an effective separate written contract between the affiliated
broker-dealers and the Fund expressly providing otherwise and which refers to
said Section 11(a) and the rules promulgated thereunder and provides that any
transactions executed on an exchange of which the affiliated broker-dealers are
members must be executed on the floor of such exchange by a member which is not
an "associated person" of the affiliated broker-dealers.
7. DURATION.
This Agreement will take effect on the date first set forth above and shall
continue in effect until December 31, 1998, and thereafter, from year to year,
unless earlier terminated by operation of law, so long as such continuance shall
be approved annually by the Fund's Board of Trustees, including the vote of a
majority of the Trustees of the Fund who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, or by the holders of a majority of the
outstanding, voting securities of the Fund and by such a vote of the Fund's
Board of Trustees.
8. TERMINATION.
This Agreement may be terminated (i) by the Manager at any time without
penalty by giving sixty days' written notice (which notice may be waived by the
Fund); or (ii) by the Fund at any time without penalty upon sixty days' written
notice to the Manager (which notice may be waived by the Manager), provided that
such termination by the Fund shall be directed or approved by the Board of
Trustees of the Fund or by the vote of the holders of a majority of the
outstanding voting securities of the Fund.
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10. ASSIGNMENT OR AMENDMENT.
This Agreement may not be amended or the rights of the Manager thereunder
sold, transferred, pledged or otherwise in any manner encumbered without the
affirmative vote or written consent of the holders of the majority of the
outstanding voting securities of the Fund; this Agreement shall automatically
and immediately terminate in the event of its assignment.
11. DISCLAIMER OF SHAREHOLDER LIABILITY.
The Manager understands that the obligations of the Fund under this
Agreement are not binding upon any Trustee or shareholder of the Fund
personally, but bind only the Fund and the Fund's property. The Manager
represents that it has notice of the provisions of the Declaration of Trust of
the Fund disclaiming Trustee and shareholder liability for acts or obligations
of the Fund.
12. USE OF NAME "OPPENHEIMER".
The Manager hereby grants to the Fund a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Fund for the duration of this
Agreement and any extensions or renewals thereof. To the extent necessary to
protect the Manager's rights to the name "Oppenheimer" under applicable law,
such license shall allow the Manager to inspect and, subject to control by the
Fund's Board, control the nature and quality of services offered by the Fund
under such name. Such license may, upon termination of this Agreement, be
terminated by the Manager, in which event the Fund shall promptly take whatever
action may be necessary to change its name and discontinue any further use of
the name "Oppenheimer" in the name of the Fund or otherwise. The name
"Oppenheimer" may be used by the Manager in connection with any of its
activities, or licensed by the Manager to any other party.
13. DEFINITIONS.
The terms and provisions of this Agreement shall be interpreted and defined
in a manner consistent with the provisions and definitions of the Investment
Company Act and other applicable laws.
OPPENHEIMER EQUITY INCOME FUND
ATTEST:
_______________________ By:____________________________________
Katherine P. Feld Andrew J. Donohue, Secretary
OPPENHEIMERFUNDS, INC.
ATTEST:
_______________________ By:____________________________________
Katherine P. Feld Robert G. Zack, Senior Vice President
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EXHIBIT B
APPROXIMATE
NET ASSETS AS
OF 12/31/97 ADVISORY FEE RATE AS % OF
NAME OF FUND ($ MILLIONS) AVERAGE ANNUAL NET ASSETS
- ------------------------------------------------------------------------------
Oppenheimer Total Return $3,286.10 .75% of the first $100 million of
Fund, Inc. average annual net assets,
____________________________________________ .70% of the next $100 million,
Oppenheimer Equity Income $3,568.50 .65% of the next $100 million,
Fund .60% of the next $100 million,
.55% of the next $100 million, and
.50% of average annual net assets
in excess of $500 million
- ------------------------------------------------------------------------------
Oppenheimer Main Street $9,731.70 .65% of the first $200 million of
Income & Growth Fund, average annual net assets,
a series of Oppenheimer .60% of the next $150 million,
Main Street Funds, Inc. .55% of the next $150 million, and
.45% of average annual net assets in
excess of $500 million
- ------------------------------------------------------------------------------
Oppenheimer Growth & Income $154.9 .75% of the first $200 million of
Fund, a series of Oppenheimer average annual net assets,
Variable Account Funds .72% of the next $200 million,
_______________________________________________.69% of the next $200 million,
Oppenheimer Multiple $637.7 .66% of the next $200 million, and
Strategies Fund, a series of .60% of average annual net assets in
Oppenheimer Variable excess of $800 million
Account Funds
- ------------------------------------------------------------------------------
Oppenheimer Multiple Strategies $813.50 0.75% of the first $200 million of
Fund aggregate net assets
0.72% of the next $200 million of
aggregate net assets;
0.69% of the next $200 million of
aggregate net assets;
0.66% of the next $200 million of
aggregate net assets;
0.60% of the next $700 million of
aggregate net assets; and
0.58% of aggregate net assets in
excess of $1.5 billion
- ------------------------------------------------------------------------------
proxy\300pre#3.498
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