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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
OPPENHEIMER MULTIPLE STRATEGIES 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):
/ / $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.
- -------------------------------------------------------------------------------
(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:
- -------------------------------------------------------------------------------
/ X / 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: $125
- -------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.: Schedule 14A
- -------------------------------------------------------------------------------
(3) Filing Party: Katherine P. Feld, Esq.
- -------------------------------------------------------------------------------
(4) Date Filed: July 14, 1998
<PAGE>
Bridget A. Macaskill [logo]
President and OppenheimerFunds
Chief Executive Officer
OppenheimerFunds, Inc.
Two World Trade Center, 34th Floor
New York, NY 10048-0203
800 525-2750
www.oppenheimerfunds.com
July 29, 1998
Dear Multiple Strategies Fund Shareholder,
We have scheduled a shareholder meeting on September 24, 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:
G ELECTION OF TRUSTEES. There are eleven Trustees up for re-election in
September. You will find detailed information on the Trustees in the enclosed
proxy statement.
G RATIFICATION OF AUDITORS. Each year, outside auditors are employed to
review the Fund's annual financial statements, as explained in the proxy
statement.
G APPROVE A CHANGE IN FUNDAMENTAL policy that would broaden the Fund's
ability to invest its assets in other investment companies.
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,
/s/ Bridget A. Macaskill
Enclosure
proxy\240ltr.998
<PAGE>
OPPENHEIMER MULTIPLE STRATEGIES Proxy for Shareholders Meeting To
FUND - CLASS A SHARES Be Held September 24, 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 MULTIPLE STRATEGIES Proxy For Shareholders Meeting To
FUND - CLASS A SHARES Be Held September 24, 1998
THE UNDERSIGNED SHAREHOLDER OF PROXY SOLICITED ON BEHALF OF THE
OPPENHEIMER MULTIPLE STRATEGIES FUND BOARD OF TRUSTEES, which
(the "Fund"), does hereby appoint recommends a vote FOR the election
Robert Bishop, Ronald Feiman 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 September 24,
1998, at 6803 SOUTH TUCSON WAY,
ENGLEWOOD, COLORADO 80112 at 10:00
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
240
<PAGE>
OPPENHEIMER MULTIPLE STRATEGIES Proxy for Shareholders Meeting to be held
FUND - CLASS A SHARES September 24, 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 A) R. Galli G) E. Regan 1. / / FOR ALL NOMINEES
OF TRUSTEES B) L. Levy H) R. Reynolds LISTED except as marked
C) B. Lipstein I) D. Spiro to the contrary at left.
D) B. Macaskill J) P. Trigere INSTRUCTION: To withhold
E) E. Moynihan K) C. Yeutter authority to vote for
F) K. Randall 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 KPMG Peat Marwick LLP as
independent auditors
(Proposal No. 1)
3. APPROVE change to 3. / /For / /Against / /Abstain
fundamental investment policy
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.
Dated: , 1998
-------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
OVER
Please read both sides of this ballot. 240
proxy\240bal.a
<PAGE>
OPPENHEIMER MULTIPLE STRATEGIES Proxy for Shareholders Meeting To
FUND - CLASS B SHARES Be Held September 24, 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 MULTIPLE STRATEGIES Proxy For Shareholders Meeting To
FUND - CLASS B SHARES Be Held September 24, 1998
THE UNDERSIGNED SHAREHOLDER OF PROXY SOLICITED ON BEHALF OF THE
OPPENHEIMER MULTIPLE STRATEGIES FUND BOARD OF TRUSTEES, which
(the "Fund"), does hereby appoint recommends a vote FOR the election
Robert Bishop, Ronald Feiman 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 September 24,
1998, at 6803 SOUTH TUCSON WAY,
ENGLEWOOD, COLORADO 80112 at 10:00
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
240
<PAGE>
OPPENHEIMER MULTIPLE STRATEGIES Proxy for Shareholders Meeting to be held
FUND - CLASS B SHARES September 24, 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 A) R. Galli G) E. Regan 1. / / FOR ALL NOMINEES
OF TRUSTEES B) L. Levy H) R. Reynolds LISTED except as marked
C) B. Lipstein I) D. Spiro to the contrary at left.
D) B. Macaskill J) P. Trigere INSTRUCTION: To withhold
E) E. Moynihan K) C. Yeutter authority to vote for
F) K. Randall 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 KPMG Peat Marwick LLP as
independent auditors
(Proposal No. 1)
3. APPROVE change to 3. / /For / /Against / /Abstain
fundamental investment policy
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.
Dated: , 1998
-------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
OVER
Please read both sides of this ballot. 240
proxy\240bal.b
<PAGE>
OPPENHEIMER MULTIPLE STRATEGIES Proxy for Shareholders Meeting To
FUND - CLASS C SHARES Be Held September 24, 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 MULTIPLE STRATEGIES Proxy For Shareholders Meeting To
FUND - CLASS C SHARES Be Held September 24, 1998
THE UNDERSIGNED SHAREHOLDER OF PROXY SOLICITED ON BEHALF OF THE
OPPENHEIMER MULTIPLE STRATEGIES FUND BOARD OF TRUSTEES, which
(the "Fund"), does hereby appoint recommends a vote FOR the election
Robert Bishop, Ronald Feiman 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 September 24,
1998, at 6803 SOUTH TUCSON WAY,
ENGLEWOOD, COLORADO 80112 at 10:00
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
240
<PAGE>
OPPENHEIMER MULTIPLE STRATEGIES Proxy for Shareholders Meeting to be held
FUND - CLASS C SHARES September 24, 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 A) R. Galli G) E. Regan 1. / / FOR ALL NOMINEES
OF TRUSTEES B) L. Levy H) R. Reynolds LISTED except as marked
C) B. Lipstein I) D. Spiro to the contrary at left.
D) B. Macaskill J) P. Trigere INSTRUCTION: To withhold
E) E. Moynihan K) C. Yeutter authority to vote for
F) K. Randall 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 KPMG Peat Marwick LLP as
independent auditors
(Proposal No. 1)
3. APPROVE change to 3. / /For / /Against / /Abstain
fundamental investment policy
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.
Dated: , 1998
-------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
OVER
Please read both sides of this ballot. 240
proxy\240bal.b
<PAGE>
OPPENHEIMER MULTIPLE STRATEGIES FUND
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048-0203
NOTICE OF MEETING OF SHAREHOLDERS TO BE HELD
SEPTEMBER 24, 1998
TO THE SHAREHOLDERS OF OPPENHEIMER MULTIPLE STRATEGIES FUND:
Notice is hereby given that a Meeting of the Shareholders of Oppenheimer
Multiple Strategies Fund (the "Fund") will be held at 6803 SOUTH TUCSON WAY,
ENGLEWOOD, COLORADO, 80112, at 10:00 A.M., Denver time, on September 24, 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 eleven 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 KPMG Peat Marwick LLP
as the independent certified public accountants and
auditors of the Fund for the fiscal year beginning
October 1, 1997 (Proposal No. 1);
X X X (c) To approve changes to a fundamental
investment policy (Proposal No. 2); and
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 July 16, 1998, are entitled
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
July 29, 1998
- ----------------------------------------------------------------------------
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.
240
<PAGE>
OPPENHEIMER MULTIPLE STRATEGIES FUND
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048-0203
PROXY STATEMENT
MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 24, 1998
This statement is furnished to the shareholders of Oppenheimer Multiple
Strategies 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
10:00 A.M., Denver time, on September 24, 1998, or any adjournments thereof. It
is expected that the mailing of this Proxy Statement will be made on or about
July 29, 1998. FOR A FREE COPY OF THE FUND'S MOST RECENT ANNUAL REPORT (AUDITED)
OR SEMI-ANNUAL REPORT (UNAUDITED) AT SEPTEMBER 30, 1997 AND MARCH 31, 1998,
RESPECTIVELY, 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. 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.
Abstentions and broker non-votes will be counted as present for purposes of
determining a quorum and will have the same effect as a vote against the
proposal.
<PAGE>
-8-
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
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 Two World Trade Center, New York, New York, 10048-0203;
(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
Fund. 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 telegraph; any expenses so incurred will also be borne by the
Fund. 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.
SHARES OUTSTANDING AND ENTITLED TO VOTE. As of July 16, 1998, the record date,
there were 55,034,392.382 shares of the Fund issued and outstanding, consisting
of 46,077,967.077 Class A shares, 5,311,626.505 Class B shares and 3,644,798.800
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 July 16, 1998, no entity owned of record,
or was known by management of the Fund to be the beneficial owner of, 5% or more
of the outstanding shares of any class of the Fund's shares.
ELECTION OF TRUSTEES
At the Meeting, eleven 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. 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.
<PAGE>
Each of the nominees is presently a Trustee and has agreed to be nominated and,
if elected, to continue to serve as a Trustee of the Fund. Each of the Trustees
is also a Trustee or Director of Oppenheimer Discovery Fund, Oppenheimer Global
Fund, Oppenheimer Global Growth & Income Fund, Oppenheimer Growth Fund,
Oppenheimer Capital Appreciation Fund, Oppenheimer Municipal Bond Fund,
Oppenheimer Gold & Special Minerals Fund, Oppenheimer California Municipal Fund,
Oppenheimer Multi-State Municipal Trust, Oppenheimer Money Market Fund, Inc.,
Oppenheimer U.S. Government Trust, Oppenheimer New York Municipal Fund,
Oppenheimer International Growth Fund, Oppenheimer International Small Company
Fund, Oppenheimer Enterprise Fund, Oppenheimer World Bond Fund, Oppenheimer
Developing Markets Fund and Oppenheimer Multi-Sector Income Trust (together with
the Fund, the "New York-based Oppenheimer funds") except that Ms. Macaskill is
not a director of Oppenheimer Money Market Fund, Inc. Ms. Macaskill is
President, Mr. Levy is Chairman and Mr. Spiro is Vice Chairman of the Fund and
each of the other New York-based 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 due to the positions indicated with
the Fund's investment adviser, OppenheimerFunds, Inc. (the "Manager") or its
affiliates, or other positions described. The year given below indicates when
the nominee first became a Trustee or Director of any of the New York-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 July 16, 1998, the Trustees and officers of the Fund as a group
owned 1,140.183 Class A shares of the Fund in the aggregate, 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.
SHARES
BENEFICIALLY
NAME AND BUSINESS EXPERIENCE OWNED AS OF
OTHER INFORMATION DURING THE PAST FIVE YEARS JULY 16, 1998
LEON LEVY General Partner of Odyssey Partners, L.P. -0-
first became a (investment partnership); Chairman of
Trustee in 1959 Avatar Holdings, Inc. (real estate
Age: 72 development).
ROBERT G. GALLI Formerly he held the following positions: -0-
first became a Vice Chairman of the Manager, Vice
Trustee in 1993 President and General Counsel of Oppenheimer
Age: 64 Acquisition Corp. ("OAC"), the Manager's
parent holding company, Executive Vice
President and General Counsel and a director
of the Manager and OppenheimerFunds
Distributor, Inc. (the "Distributor"),Vice
President and a director of HarbourView
Asset Management Corporation
("HarbourView") and Centennial Asset
Management Corporation ("Centennial"),
investment adviser subsidiaries of the
Manager, a director of Shareholder
Financial Services, Inc. ("SFSI") and
Shareholder Services, Inc. ("SSI"),
<PAGE>
transfer agent subsidiaries of the Manager,
and an officer of other Oppenheimer funds.
BENJAMIN LIPSTEIN Professor Emeritus of Marketing, Stern -0-
first became a Graduate School of Business Administration,
Trustee in 1974 New York University.
Age: 75
BRIDGET A. MACASKILL*# President and CEO and a director of the -0-
first became a Manager; Chairman and a director of SSI
Trustee in 1995 and SFSI; President and a director of OAC,
Age: 49 HarbourView and Oppenheimer Partnership
Holdings, Inc., a holding company subsidiary
of the Manager; a director of Oppenheimer
Real Asset Management, Inc. an
investment adviser subsidiary of the
Manager; formerly Executive Vice President
of the Manager.
ELIZABETH B. MOYNIHAN Author and architectural historian; a -0-
first became a trustee of the Freer Gallery of Art
Trustee in 1992 (Smithsonian Institution), the Institute
Age: 68 of Fine Arts (New York University), and
National Building Museum; a member
of the Trustees Council, Preservation
League of New York State; a member
of the Indo-U.S. Sub-Commission on
Education and Culture.
KENNETH A. RANDALL A director of Dominion Resources, Inc. 641.314
first became a (electric utility holding company),
Trustee in 1980 Dominion Energy, Inc. (electric power and
Age: 71 oil & gas producer), Texas Cogeneration
Company (cogeneration company) and
Prime Retail, Inc. (real estate investment
trust); formerly President and Chief
Executive Officer of The Conference Board,
<PAGE>
Inc. (international economic and business
research), and a director of Lumbermans
Mutual Casualty Company, American
Motorists Insurance Company and American
Manufacturers Mutual Insurance Company.
EDWARD V. REGAN Chairman of Municipal Assistance 498.869
first became a Corporation for the City of New York;
Trustee in 1993 Senior Fellow of Jerome Levy Economics
Age: 66 Institute, Bard College; a member of the U.S.
Competitiveness Policy Council; a director
of GranCare, Inc. (health care provider);
formerly New York State Comptroller and
Trustee, New York State and Local
Retirement Fund.
RUSSELL S. REYNOLDS, JR. Founder and Chairman of Russell Reynolds -0-
first became a Associates, Inc. (executive recruiting);
Trustee in 1989 Chairman of Directorship, Inc. (corporate
Age: 66 governance consulting); a director of
Professional Staff Limited (U.K.);
a trustee of Mystic Seaport Museum,
International House and Greenwich Historical
Society.
DONALD W. SPIRO* Chairman Emeritus and a director of the -0-
first became a Manager; formerly Chairman of the Manager
Trustee in 1985 and the Distributor.
Age: 72
PAULINE TRIGERE Chairman and Chief Executive Officer of -0-
first became a Trigere, Inc. (design and sale of women's
Trustee in 1977 fashions).
Age: 85
CLAYTON K. YEUTTER Of Counsel, Hogan & Hartson (a law firm); -0-
first became a a director of B.A.T. Industries, Ltd. (tobacco
<PAGE>
Trustee in 1993 and financial services), Caterpillar, Inc.
Age: 67 (machinery), ConAgra, Inc. (food and
agricultural products), Farmers Insurance
Company (insurance), FMC Corp.
(chemicals and machinery) and Texas
Instruments, Inc. (electronics); formerly
Counsellor to the President (Bush) for
Domestic Policy, Chairman of the Republican
National Committee, Secretary of the U.S.
Department of Agriculture, and U.S. Trade
Representative.
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*A nominee who is an "interested person" of the Fund and the Manager under
the Investment Company Act.
#Not a Director of Oppenheimer Money Market Fund, Inc.
*A nominee who is an "interested person" of the Fund and the Manager under the
Investment Company Act.
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 AS TRUSTEE.
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 period ended September 30, 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 Committee, comprised of Messrs. Randall (Chairman), Lipstein
and Regan, none of whom is an "interested person" (as that term is defined in
the Investment Company Act) of the Manager or the Fund. The functions of the
Committee include (i) making recommendations to the Board concerning the
selection of independent auditors for the Fund (subject to shareholder
ratification); (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 three times during the fiscal period ended September 30, 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 and Mr. Spiro) 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 period ended September 30, 1997 (other than Mr. Galli,
who received no compensation from the Fund during that period), and from all of
the New York-based Oppenheimer funds (including the Fund) for which they served
as Trustee or Director during the calendar year ended December 31, 1997.
Compensation is paid for services in the positions below their names:
Retirement Total
Benefits Compensation
Aggregate Accrued From All
Name and Compensation as Part of New York-based
POSITION FROM FUND 1 FUND EXPENSES 1 OPPENHEIMER FUNDS 2
<PAGE>
Leon Levy $831 ($5,843) $158,500
Chairman and Trustee
Benjamin Lipstein $718 ($5,051) $137,000
Study Committee
Chairman and Trustee
Elizabeth B. Moynihan $506 ($3,557) $96,500
Study Committee
Member and Trustee
Kenneth A. Randall $464 ($3,263) $88,500
Audit Committee
Chairman and Trustee
Edward V. Regan $459 ($3,226) $87,500
Proxy Committee
Chairman, Audit
Committee Member
and Trustee
Russell S. Reynolds Jr. $343 ($2,415) $65,500
Proxy Committee
Member and Trustee
Pauline Trigere $307 ($2,157) $58,500
Trustee
Clayton K. Yeutter $343 ($2,415) $55,500
Proxy Committee
Member and
Trustee
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1For the Fund's fiscal year ended September 30, 1997. 2For the 1997 calendar
year.
The Fund has adopted a retirement plan that provides for payment to a retired
Trustee of up to 80% of the average compensation paid during that Trustee's five
years of service in which the highest compensation was received. A Trustee must
serve in that capacity for any of the New York-based Oppenheimer funds for at
least 15 years to be eligible for the maximum payment. Because each Trustee's
retirement benefits will depend on the amount of the Trustee's future
compensation and length of service, the amount of those benefits cannot be
determined at this time, nor can the Fund estimate the number of years of
credited service that will be used to determine those benefits.
<PAGE>
OFFICERS OF THE FUND. Each officer of the Fund is elected by the Trustees to
serve an indefinite 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.
RICHARD H. RUBINSTEIN, VICE PRESIDENT AND PORTFOLIO MANAGER; Age: 49
Senior Vice President of the Manager; an officer of other Oppenheimer funds.
ANDREW J. DONOHUE, SECRETARY; Age: 47
Executive Vice President, General Counsel and a director of the Manager, the
Distributor, HarbourView, SSI, SFSI, Oppenheimer Partnership Holdings, Inc. and
Oppenheimer Real Asset Management, Inc.; President and a director of Centennial;
General Counsel and Secretary of OAC; Vice President and a director of
OppenheimerFunds International Ltd. ("OFIL") and Oppenheimer Millennium Funds
plc; an officer of other Oppenheimer funds.
GEORGE C. BOWEN, TREASURER; Age: 60
6803 South Tucson Way, Englewood, CO 80112
Senior Vice President and Treasurer of the Manager; Vice President and Treasurer
of the Distributor; Vice President and Treasurer of HarbourView; Senior Vice
President, Treasurer and a director of Centennial; President, Treasurer and a
director of Centennial Capital Corporation; Vice President, Treasurer and
Secretary of SSI and SFSI; Assistant Treasurer of OAC; Treasurer of Oppenheimer
Partnership Holdings, Inc.; Vice President and Treasurer of Oppenheimer Real
Asset Management, Inc.; Treasurer of OFIL and Oppenheimer Millennium Fund plc; a
trustee or director and an officer of other Oppenheimer funds; formerly
Treasurer of OAC.
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 and OFIL; an officer of other Oppenheimer funds.
ROBERT J. BISHOP, ASSISTANT TREASURER; Age: 39
6803 South Tucson Way, Englewood, CO 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, CO 80112
Vice President of the Manager/Mutual Fund Accounting; Assistant Treasurer of
Oppenheimer Millennium Funds plc; 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)
<PAGE>
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 7, 1997, selected KPMG Peat Marwick LLP ("Peat
Marwick") as auditors of the Fund for the fiscal period beginning October 1,
1997. Peat Marwick also serves as auditors for 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 Peat Marwick as
auditors. Representatives of Peat Marwick 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 PEAT MARWICK AS
AUDITORS OF THE FUND.
APPROVAL OF A CHANGE TO A FUNDAMENTAL
INVESTMENT POLICY OF THE FUND
(PROPOSAL NO. 2)
The Manager proposes that one of the Fund's fundamental investment policies be
changed, as described below. An investment policy that has been designated as
"fundamental" is one that cannot be changed without the requisite shareholder
approval, described below under "Vote Required." If approved, the effective date
of this Proposal will be delayed until the Fund's Prospectus or Statement of
Additional Information is updated to reflect this change.
INVESTMENTS IN OTHER INVESTMENT COMPANIES. Currently, as a matter of fundamental
policy, the Fund may invest all of its assets in the securities of a single
open-end management investment company for which the Manager or one of its
subsidiaries or a successor is advisor or sub-advisor, notwithstanding any other
fundamental investment policy or limitation; such other investment company must
have substantially the same fundamental investment objective, policies and
limitations as the Fund. The Manager proposes that this fundamental policy be
eliminated.
Until the enactment of the National Securities Markets Improvement Act of 1996
(the "Securities Markets Improvement Act"), the ability of investment companies
to invest in other investment companies was significantly limited. Investment
companies are commonly referred to as mutual funds. With the passage of the
Securities Markets Improvement Act, the ability to invest in other investment
companies was greatly expanded and the Securities and Exchange Commission has
been granted broad exemptive authority to permit other arrangements.
Accordingly, elimination of this fundamental restriction will allow the Fund to
purchase securities of other investment companies to the extent permitted by
law, regulation and exemptions, subject to the approval by the Board of
Trustees.
<PAGE>
If this Proposal is approved, the Fund would be permitted, subject to Board
approval, to invest all its assets in ONE OR more investment companies advised
by the Manager or a subsidiary. Any single such investment company might have
different objectives, policies and limitations than the Fund, but investments by
the Fund in such other investment companies would be consistent with the Fund's
investment objective, policies and limitations. Such an arrangement is sometimes
referred to as a "fund of funds" structure. A fund of funds structure might
result in duplication of certain fees, which is subject to regulatory limits.
Other than the possibility of adopting a fund of funds structure as described
above, the Fund currently has no plans to engage in significant purchases of
shares of other investment companies. Shareholders will be notified by a
supplement to the Fund's prospectus if the Fund adopts a fund of funds
structure.
VOTE REQUIRED. An affirmative vote of the holders of a "majority" (as defined in
the Investment Company Act) of all outstanding voting securities of the Fund is
required for approval of this Proposal; the classes do not vote separately. The
requirement for such "majority" 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 shareholders 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. THE BOARD OF
TRUSTEES RECOMMENDS A VOTE IN FAVOR OF APPROVING THIS PROPOSAL.
ADDITIONAL INFORMATION
THE MANAGER, THE DISTRIBUTOR. 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.
The Manager (including subsidiaries) currently manages investment companies,
including other Oppenheimer funds, with assets of more than $90 billion as of
June 30, 1998, and with more than 4 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 (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 Bridget A. Macaskill Donald W. Spiro, who serve as Trustees of the Fund.
<PAGE>
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 September 1, 1994 to December 31, 1997, the only
transactions by persons who serve as Trustees of the Fund were by Ms. Macaskill,
who surrendered to OAC 20,000 stock appreciation rights issued in tandem with
the Class C OAC options, for cash payments aggregating $1,421,800 and Robert G.
Galli, who sold 10,000 shares of Class C OAC common stock to MassMutual for an
aggregate of $810,900. Mr. Galli no longer holds any OAC stock or options].
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 and a director; James
C. Swain, Vice Chairman; Jeremy Griffiths, Executive Vice President and Chief
Financial Officer; Robert C. Doll, Executive Vice President and a director;
Andrew J. Donohue, Executive Vice President, General Counsel and a director;
George Batejan, O. Leonard Darling, Craig Dinsell, Barbara Hennigar, James Ruff,
Loretta McCarthy and Nancy Sperte, Executive Vice Presidents; George C. Bowen,
Senior Vice President and Treasurer; Charles Albers, Peter M. Antos, Victor
Babin, Robert A. Densen, Ronald H. Fielding, Robert B. Grill, Thomas W. Keffer,
John S. Kowalik, David Negri, Robert E. Patterson, Russell Read, 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 10048-0203; 6803 South Tucson Way, Englewood, CO 80112; 350 Linden
Oaks, Rochester, NY 14625-2807 and One Financial Plaza, 755 Main Street,
Hartford, CT 06103.
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 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 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
<PAGE>
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
July 29, 1998
proxy\240def.98
