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 MULTIPLE STRATEGIES FUND
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
KATHERINE P. FELD, ESQ.
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(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.
- ------------------------------------------------------------------------------
(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:
- ------------------------------------------------------------------------------
/ / 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: $
- ------------------------------------------------------------------------------
(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>
Bridget A. Macaskill [logo]
President and OppenheimerFunds
Chief Executive Officer OppenheimerFunds, Inc.
Two World Trade Center, 34th
Floor
New York, NY 10048-0203
800 525-7048
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:
o 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.
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 a change in fundamental policy that would permit the Fund to
enter into a "fund-of-funds" arrangement.
<PAGE>
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
Enclosures
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 of 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 changes to a 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.
OVER
Dated: , 1998
-------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
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 of 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 changes to a 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.
OVER
Dated: , 1998
-------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
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 of 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 changes to a 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.
OVER
Dated: , 1998
-------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot.
240
proxy\240bal.c
<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, 80111, 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, 80111, 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 annual report for its most recent
fiscal year ended September 30, 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 ("broker non-votes").
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.
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.
-1-
<PAGE>
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 __, 1998, the record date,
there were _______________ shares of the Fund issued and outstanding, consisting
of ___________ Class A shares, ___________ Class B shares and ___________ 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 __, 1998, the only entity owning of
record or 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 was
__________________________________________, which owned of record ______ Class
__ shares (_____% of that class).
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.
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
-2-
<PAGE>
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 __, 1998, the Trustees and officers of the Fund as a group
owned ___________ 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____
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____
first became a Vice Chairman of the Manager, Vice
Trustee in 1993 President and 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"),
transfer agent subsidiaries of the Manager,
-3-
<PAGE>
SHARES
BENEFICIALLY
NAME AND BUSINESS EXPERIENCE OWNED AS OF
OTHER INFORMATION DURING THE PAST FIVE YEARS JULY 16, 1998
- ----------------- -------------------------- -------------
and an officer of other Oppenheimer funds.
BENJAMIN LIPSTEIN Professor Emeritus of Marketing, Stern ____
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 ____
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.; formerly Executive Vice President of the Manager.
ELIZABETH B. MOYNIHAN Author and architectural historian; a ____
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. _______
first became a (electric utility holding company),
Trustee in 1980 Dominion Energy, Inc. (electric power and
Age: 71 and oil & gas producer), Texas Cogeneration
Company (cogeneration company),
Prime Retail, Inc. (real estate investment
trust); formerly President and Chief
Executive Officer of The Conference Board,
Inc. (international economic and business
research), and a director of Lumbermans
- --------
*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.
-4-
<PAGE>
SHARES
BENEFICIALLY
NAME AND BUSINESS EXPERIENCE OWNED AS OF
OTHER INFORMATION DURING THE PAST FIVE YEARS JULY 16, 1998
- ----------------- -------------------------- -------------
Mutual Casualty Company, American
Motorists Insurance Company and American
Manufactures Mutual Insurance Company.
EDWARD V. REGAN Chairman of Municipal Assistance _______
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, JRFounder and Chairman of Russell Reynolds____
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.); and
a trustee of Mystic Seaport Museum,
International House and Greenwich
Historical Society.
DONALD W. SPIRO* Chairman Emeritus and a director of the ____
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 ____
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)____
first became a a director of B.A.T. Industries, Ltd. (tobacco
Trustee in 1993 and financial services), Caterpillar, Inc.
Age: 67 (machinery), ConAgra, Inc. (food and
- --------
*A nominee who is an "interested person" of the Fund and the Manager under
the Investment
Company Act.
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<PAGE>
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.
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.
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 (advisory member), 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, and from all of the New
York-based Oppenheimer funds (including the Fund) for which they served as
Trustee or Director. Compensation is paid for services in the positions below
their names:
Total Compensation
Aggregate Retirement Benefits From All
Name and Compensation Accrued as Part of New York-based
POSITION FROM FUND1 FUND EXPENSES1 OPPENHEIMER FUNDS2
Leon Levy $831 ($5,843) $158,500
Chairman and Trustee
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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
- ----------------------
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.
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.
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<PAGE>
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 and Oppenheimer Partnership Holdings, Inc.
and Oppenheimer Real Asset Management, Inc.; President, 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 80111
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.; Chief Executive Officer, Treasurer; 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 80111
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 80111
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)
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
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<PAGE>
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 may 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. 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, the 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.
This change would also permit the Fund to broaden its ability to use a
"fund-to-funds" structure, subject to Board approval. If this Proposal is
approved, the Fund would be permitted, subject to Board approval, to invest its
assets in one or more investment companies advised by the Manager or a
subsidiary. Such other investment companies might have different objectives,
policies and limitations than the Fund, but any investments by the Fund in such
other investment companies would be consistent with the Fund's investment
objective. Otherwise, the Fund currently has no plans to engage in significant
purchases of shares of other investment companies. A "fund-to-funds" structure
might result in duplication of certain fees. 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
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<PAGE>
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.
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
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
July 29, 1998
proxy\240pre.98
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