SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant / X /
Filed by a party other than the registrant / /
Check the appropriate box:
/ X / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OPPENHEIMER GLOBAL FUND
- ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
OPPENHEIMER GLOBAL FUND
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box): N/A
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee Computed on table below per Exchange Act Rules 14a
-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1
- --------------------
1 - Set forth the amount on which the filing fee is calculated and
state how it was determined.
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
Preliminary Copy
OPPENHEIMER GLOBAL FUND
Two World Trade Center, New York, New York 10048-0203
Notice Of Meeting Of Shareholders To Be Held
February 20, 1997
To The Shareholders of Oppenheimer Global Fund
Notice is hereby given that a Meeting of the Shareholders of
Oppenheimer Global Fund (the "Fund") will be held at 6801 South Tucson
Way, Englewood, Colorado, 80111, at 10:00 A.M., Denver time, on
February 20, 1997, 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, 1996 (Proposal No. 1);
X X X (c)
To approve an Investment Advisory Agreement between the Fund and
OppenheimerFunds, Inc. (the "Manager") (Proposal No. 2);
X
(d) To approve a 12b-1 Distribution and Service Plan for the Fund's
Class B shares (only shareholders of Class B shares vote on this
proposal) (Proposal No. 3);
X
(e) To approve a 12b-1 Distribution and Service Plan for the Fund's
Class C shares (only shareholders of Class C shares vote on this
proposal) (Proposal No. 4); and
X X X
(f) To transact such other business as may properly come before the
meeting, or any adjournments thereof.
Shareholders of record at the close of business on December 5, 1996,
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
December 16, 1996
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.
330
<PAGE>
OPPENHEIMER GLOBAL FUND
Two World Trade Center, New York, New York 10048-0203
PROXY STATEMENT
Meeting of Shareholders
To Be Held January 3, 1997
This statement is furnished to the shareholders of Oppenheimer Global
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 6801 South Tucson Way, Englewood, Colorado,
80111, at 10:00 A.M., Denver time, on January 3, 1997, or any
adjournments thereof. It is expected that the mailing of this Proxy
Statement will be made on or about December 27, 1996. For a free copy
of the Fund's annual report for its most recent fiscal year, and a copy
of its semi-annual report for any subsequent semi-annual period, 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.
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 December 6, 1996, 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 November 29, 1996, the
only entities 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 were Nationwide Life Insurance Company, P.O.
Box 182029, Columbus, OH 43218, 6,226,684.277 Class A shares (9.73% of
that Class); and Merrill Lynch Pierce Fenner & Smith, Inc., 4800 Deer
Lake Drive, Jacksonville, FL 33246, 69,605.626 Class C shares (12.88%
of that class). The Manager has been advised that such shares were
held by Nationwide and Merrill Lynch for the benefit of their
respective customers.
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. A twelfth Trustee, Professor Sidney M. Robbins, has indicated
that he will resign as a Trustee as of December 31, 1996, at which time
the size of the Fund's Board shall be changed to eleven Trustees. Each
of the Trustees is also a Trustee or Director of Oppenheimer Fund,
Oppenheimer Discovery Fund, Oppenheimer Global Fund, Oppenheimer Global
Emerging Growth Fund, Oppenheimer Global Growth & Income Fund,
Oppenheimer Growth Fund, Oppenheimer Capital Appreciation Fund,
Oppenheimer Municipal Bond Fund, Oppenheimer Gold & Special Minerals
Fund, Oppenheimer Asset Allocation 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 Enterprise Fund, Oppenheimer World Bond Fund and
Oppenheimer Multi-Sector Income Trust (together with the Fund, the "New
York 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 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 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 November 29, 1996 the
Trustees and officers of the Fund as a group owned 81,305.651 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.
<TABLE>
<CAPTION>
Shares
Beneficially
Name And Business Experience Owned as of
Other Information During the Past Five Years November 29, 1996
<S> <C> <C>
Leon Levy General Partner of Odyssey Partners, L.P. None
first became a (investment partnership); Chairman of
Trustee in 1959 Avatar Holdings, Inc. (real estate
Age: 71 development).
Robert G. Galli*
first became a Vice Chairman of the Manager; formerly 16,039.156
Trustee in 1993 he held the following positions: President
Age: 63 and Counsel of Oppenheimer Acquisition
Corp., the Manager's parent holding company
("OAC"); 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,
an officer of other Oppenheimer funds.
Benjamin Lipstein Professor Emeritus of Marketing, Stern 9,284.66
first became a Graduate School of Business Administration,
Trustee in 1974 New York University; a director of Sussex Publishers,
Age: 73 Inc. (publishers of Psychology Today and Mother
Earth News) and Spy Magazine, L.P.
</TABLE>
_______________________
* A nominee who is an "interested person" of the Fund and the Manager
under the Investment Company Act.
1 Includes 276.075 shares held by Dr. Lipstein as custodian for two
minors. Dr. Lipstein disclaims ownership of such shares.
<TABLE>
<CAPTION> Shares
Beneficially
Name And Business Experience Owned as of
Other Information During the Past Five Years November 29, 1996
<S> <C> <C>
Bridget A. Macaskill* President and CEO and a Director of the 26,783.392
first became a Manager; Chairman and a Director of SSI
Trustee in 1995 SSI and SFSI, President and a Director of
Age 48 of OAC, 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
first became a Author and architectural historian; a 269.835
Trustee in 1992 trustee of the Freer Gallery of Art
Age: 67 (Smithsonian Institution), the Institute
of Fine Arts (New York University),
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. 11,301,3433
first became a (electric utility holding company),
Trustee in 1980 Dominion Energy, Inc. (electric power and
Age: 69 oil & gas producer), Enron-Dominion Cogen
Corp. (cogeneration company), Kemper
Corporation (insurance and financial
services company) and Fidelity Life Association
(mutual life insurance company); formerly
President and Chief Executive Officer of The Conference
Board, Inc. (international economic and
business research), a director of Lumbermans
Mutual Casualty Company, American Motorists
Insurance Company and American Manufacturers
Insurance Company.
</TABLE>
____________________
*A nominee who is an "interested person" of the Fund and the Manager
under the Investment Company Act.
2 Includes 5,607.496 shares held by Ms. Macaskill as trustee of trust
accounts for her children. Ms. Macaskill disclaims ownership of such
shares.
3 Includes 243.635 shares held by Mr. Randall's spouse. Mr. Randall
disclaims ownership of such shares.
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Name And Business Experience Owned as of
Other Information During the Past Five Years November 29, 1996
<S> <C> <C>
Edward V. Regan
first became a Chairman of Municipal Assistance Corporation 65.519
Trustee in 1993 for the City of New York; Senior Fellow of Jerome
Age: 66 Levy Economics 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, Founder Chairman of Russell Reynolds None
Jr. Associates, Inc. (executive recruiting); Chairman of
first became a Directorship, Inc. (consulting and publishing); a
Trustee in 1989 director of Xyan, Inc. (printing), Professional Staff Limited
Age: 65 and American Scientific Resources, Inc., a trustee of
Mystic Seaport Museum, International House,
Greenwich Historical Society and Greenwich Hospital.
Sidney M. Robbins** Chase Manhattan Professor Emeritus of 4,921.4154
first became a Financial Institutions, Graduate School of
Trustee in 1963 Business, Columbia University; Visiting
Age: 84 Professor of Finance, University of Hawaii;
Emeritus Founding Director of The Korea Fund,
Inc.(a closed-end investment company); member
of the Board of Advisors of Olympus Private
Placement Fund, L.P.; and Professor Emeritus
of Finance, Adelphi University.
</TABLE>
_______________
**A Trustee until 12/31/96; Professor Robbins is not a nominee for
election.
4 Includes 753.734 shares held by Professor Robbins' spouse.
Professor Robbins disclaims ownership of such shares.
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially
Name And Business Experience Owned as of
Other Information During the Past Five Years November 29, 1996
<S> <C> <C>
Donald W. Spiro* Chairman Emeritus and a director of the Manager; 9,293.965
first became a formerly Chairman of the Manager and the
Trustee in 1985 Distributor.
Age: 71
Pauline Trigere Chairman and Chief Executive Officer of 3,346.373
first became a Trigere, Inc. (design and sale of
Trustee in 1977 women's fashions).
Age: 84
Clayton K. Yeutter
first became a Of Counsel, Hogan & Hartson (a law firm); None
Trustee in 1993 a director of B.A.T. Industries, Ltd. (tobacco
Age: 66 and financial services), Caterpillar, Inc.
(machinery), ConAgra, Inc. (food and agricultural
products), Farmers Insurance Company (insurance),
FMC Corp. (chemicals and machinery) IMC Global,
Inc. (chemicals and animal feed), 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.
</TABLE>
_______________________
* A nominee who is an "interested person" of the Fund and the Manager
under the Investment Company Act.
5 Includes 7,082.900 shares held by Mr. Spiro's spouse. Mr. Spiro
disclaims ownership of such shares.
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 in the fiscal year ended September
30, 1996. Each of the Trustees were 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, Regan and Robbins
(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
four times during the fiscal year ended September 30, 1996. The Board
of Trustees does not have a standing nominating or compensation
committee.
- 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 Messrs. Galli and 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 year ended September 30, 1996, 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:
<TABLE>
<CAPTION>
Aggregate Retirement Benefits Total Compensation
Compensation Accrued as Part From All
Name and from of Fund New York-based
Position Fund Expenses Oppenheimer funds1
<S> <C> <C> <C>
Leon Levy $12,011 $16,520 $141,000.00
Chairman and
Trustee
Benjamin Lipstein $ 7,343 $10,100 $ 86,200.00
Study
Committee
Chairman and
Trustee(2)
Elizabeth B. Moynihan $ 7,343 $10,100 $ 86,200.00
Study
Committee
Member and
Trustee
Kenneth A. Randall $ 6,681 $ 9,185 $ 78,400.00
Audit
Committee
Member and
Trustee
Edward V. Regan $ 5,861 $ 8,061 $ 68,800.00
Proxy Committee
Chairman,
Audit
Committee
Member and
Trustee
Russell S. $ 4,438 $ 6,104 $52,100.00
Reynolds, Jr.
Proxy Committee
Member and
Trustee
Sidney M. Robbins $10,401 $14,306 $122,100.00
Study Committee
and Audit Committee
Advisory Member,
Trustee2
Pauline Trigere $4,438 $ 6,104 $ 52,100.00
Trustee
Clayton K. Yeutter $4,438 $ 6,104 $ 52,100.00
Proxy Committee
Member and
Trustee
</TABLE>
______________________
1 For the 1995 calendar year (prior to the inception of the Proxy
Committee), during which the New York-based Oppenheimer funds, listed
in the first paragraph of this section, included Oppenheimer Mortgage
Income Fund and Oppenheimer Time Fund (which ceased operation following
the acquisition of their assets by certain other Oppenheimer funds) but
excluded Oppenheimer International Growth Fund, which had not yet
commenced operations.
2 Dr. Lipstein assumed the Committee position shown above on October
10, 1996, prior to which date he was a member of the Study Committee
and Professor Robbins was Chairman of the Study Commitee and Vice-
Chairman of the Audit Committee.
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.
William L. Wilby, Vice President and Portfolio Manager; Age: 52
Senior Vice President of the Manager and Vice President of HarbourView;
an officer of other Oppenheimer funds; formerly international
investment strategist at Brown Brothers, Harriman & Co., prior to which
he was a Managing Director and Portfolio Manager at AIG Global
Investors.
Andrew J. Donohue, Secretary; Age: 46
Executive Vice President and General Counsel of the Manager and the
Distributor; President and a director of Centennial; Executive Vice
President, General Counsel and a director of HarbourView, SSI, SFSI and
Oppenheimer Partnership Holdings, Inc.; Executive Vice President, Chief
Legal Officer and Director of MultiSource Services, Inc. ( a broker-
dealer); President and director of Oppenheimer Real Asset Management,
Inc.; General Counsel of OAC; an officer of other Oppenheimer funds;
formerly Senior Vice President and Associate General Counsel of the
Manager and the Distributor, Partner in Kraft & McManimon (a law firm),
an officer of First Investors Corporation (a broker-dealer) and First
Investors Management Company, Inc. (broker-dealer and investment
adviser); and director and an officer of First Investors Family of
Funds and First Investors Life Insurance Company.
George C. Bowen, Treasurer; Age: 60
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President and
Treasurer of the Distributor and HarbourView; Senior Vice President,
Treasurer and Assistant Secretary and a director of Centennial; Senior
Vice President, Treasurer and Secretary of SSI; Vice President,
Treasurer and Secretary of SFSI; Treasurer of OAC; Vice President and
Treasurer of Oppenheimer Real Asset Management, Inc.; Chief Executive
Officer, Treasurer and a director of MultiSource Services, Inc. and an
officer of other Oppenheimer funds.
Robert G. Zack, Assistant Secretary; Age: 48
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other Oppenheimer
funds.
Robert J. Bishop, Assistant Treasurer; Age: 38
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of
other Oppenheimer funds; previously a Fund Controller of the Manager,
prior to which he was an Accountant for Yale & Seffinger, P.C., an
accounting firm, and previously an Accountant and Commissions
Supervisor for Stuart James Company Inc., a broker-dealer.
Scott T. Farrar, Assistant Treasurer; Age: 31
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of
other Oppenheimer funds; previously a Fund Controller for the Manager,
prior to which he was an International Mutual Fund Supervisor for Brown
Brothers Harriman & Co. (a bank) and previously a Senior Fund
Accountant for State Street Bank & Trust Company.
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 April 11, 1996, selected
KPMG Peat Marwick LLP ("Peat Marwick") as auditors of the Fund for the
fiscal period beginning October 1, 1996. 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 PROPOSED INVESTMENT ADVISORY AGREEMENT
(Proposal No. 2)
The Fund has an Investment Advisory Agreement dated June 27, 1994, with
the Manager (the "Current Agreement") which was approved by
shareholders of the Fund at a meeting held on that date. At a meeting
of the Fund's Board of Trustees held on December 14, 1995, 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, 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, 1997, and
thereafter from year to year unless terminated, but only so long as
such continuance is approved in accordance with the Investment Company
Act.
The Proposed Agreement differs from the Current Agreement in the
schedule of fee rates payable by the Fund. Under the Current
Agreement, the management fee payable monthly to the Manager is
computed on the net assets of the Fund as of the close of business each
day at the annual rates of 0.80% of the first $250 million of net
assets; 0.77% of the next $250 million; 0.75% of the next $500 million;
0.69% of the next $1 billion; and 0.67% of aggregate net assets in
excess of $2 billion. Under the Proposed Agreement, the management fee
would be the same as under the Current Agreement for the first $3.5
billion of net assets; the Proposed Agreement adds an additional
breakpoint of 0.65% on assets in excess of $3.5 billion. However,
since January 3, 1995, the Manager has voluntarily agreed to reduce the
management fee to which it is entitled under the Current Agreement to
the management fee rate provided for in the Proposed Agreement.
Therefore, the amount currently paid by the Fund to the Manager will
not be changed by the adoption of the Proposed Agreement, except that
the management fee limitation by the Manager will no longer be
voluntary. During the fiscal year ended September 30, 1996, the Fund
paid the Manager a fee of $19,638,352 under the Current Agreement,
which is also the amount the Fund would have paid had the Proposed
Agreement been in effect during that period. The Manager also acts as
investment adviser to other 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.
The Proposed Agreement and the Current Agreement (hereinafter jointly
referred to as the "Agreements") are identical other than the change in
the management fee rates described above, the date of the Agreements,
and the Manager's name (which changed from Oppenheimer Management
Corporation on January 5, 1996). 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.
The Agreements contain no expense limitation. However, because of
state regulations limiting fund expenses that previously applied, the
Manager had voluntarily undertaken that the Fund's total expenses in
any fiscal year (including the investment advisory fee but exclusive of
taxes, interest, brokerage commissions, distribution plan payments and
any extraordinary non-recurring expenses, including litigation) would
not exceed the most stringent state regulatory limitation applicable to
the Fund. Due to changes in federal securities laws, such state
regulations no longer apply and the Manager' s undertaking is therefore
inapplicable and will be withdrawn as of January 13, 1997 regardless of
whether the Prosposed Agreement is approved. During the fiscal year
ended September 30, 1996, the Fund's expenses did not exceed the most
stringent state regulatory limit and the voluntary undertaking was not
invoked.
The Agreements provide that in the absence of willful misfeasance, bad
faith or gross negligence in the performance of its duties or reckless
disregard of its obligations under the Agreements, the Manager is not
liable for any loss sustained by reason of any investment, or the
purchase, sale or retention of any security, or for any act or omission
in performing the services required by the Agreements. 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.
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 Agreements
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. The Manager need not seek competitive commission bidding
but is expected to be aware of the current rates of eligible brokers
and to minimize the commissions paid to the extent consistent with the
interest and policies of the Fund as established by its Board of
Trustees. Purchases of securities from underwriters include a
commission or concession paid by the issuer to the underwriter, and
purchases from dealers include a spread between the bid and asked
price.
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 commissions paid to such brokers may be higher than
another qualified broker would have charged if a good faith
determination is made by the Manager that the commission is fair and
reasonable in relation to the services provided. Subject to the
foregoing considerations, the Manager may also consider sales of shares
of the Fund and other investment companies managed by the Manager or
its affiliates as a factor in the selection of brokers for the Fund's
portfolio transactions.
Description of Brokerage Practices. Subject to the provisions of the
Agreements, and the procedures and rules described above, allocations
of brokerage are generally made by the Manager's portfolio traders
based upon recommendations from the Manager's portfolio managers. In
certain instances, portfolio managers may directly place trades and
allocate brokerage, also subject to the provisions of the investment
advisory agreement and the procedures and rules described above. In
either case, brokerage is allocated under the supervision of the
Manager's executive officers. Transactions in securities other than
those for which an exchange is the primary market are generally done
with principals or market makers. Brokerage commissions are paid
primarily for effecting transactions in listed securities or for
certain fixed-income agency transactions in the secondary market and
are otherwise paid only if it appears likely that a better price or
execution can be obtained. When the Fund engages in an option
transaction, ordinarily the same broker will be used for the purchase
or sale of the option and any transaction in the securities to which
the option relates. When possible, concurrent orders to purchase or
sell the same security by more than one of the accounts managed by the
Manager or its affiliates are combined. The transactions effected
pursuant to such combined orders are averaged as to price and allocated
in accordance with the purchase or sale orders actually placed for each
account. Option commissions may be relatively higher than those which
would apply to direct purchases and sales of portfolio securities.
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. Such research, which may be supplied by a third
party at the instance of a broker, includes information and analyses on
particular companies and industries as well as market or economic
trends and portfolio strategy, receipt of market quotations for
portfolio evaluations, information systems, computer hardware and
similar products and services. If a research service also assists the
Manager in a non-research capacity (such as bookkeeping or other
administrative functions), then only the percentage or component that
provides assistance to the Manager in the investment decision-making
process may be paid in commission dollars. 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: (1) 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 research services provided by brokers broaden the scope and
supplement the research activities of the Manager, by making available
additional views for consideration and comparisons, and by enabling the
Manager to obtain market information for the valuation of securities
held in the Fund's portfolio or being considered for purchase. The
Board of Trustees, including the "independent" Trustees of the Fund
(those Trustees of the Fund who are not "interested persons" as defined
in the Investment Company Act, and who have no direct or indirect
financial interest in the operation of the advisory agreement or the
Distribution and Service Plans described below) annually reviews
information furnished by the Manager as to the commissions paid to
brokers furnishing such services so that the Board may ascertain
whether the amount of such commissions was reasonably related to the
value or benefit of such services.
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 of the Fund's shares. OppenheimerFunds Services, a
division of the Manager, serves as the transfer and shareholder
servicing agent for the Fund on an "at-cost" basis, for which it was
paid $278,435 by the Fund during its fiscal year ended September 30,
1996.
The Manager (including a subsidiary) currently manages investment
companies, including other Oppenheimer funds, with assets of more than
$55 billion as of September 30, 1996, 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 September
29, 1996, MassMutual held (i) all of the 2,160,000 shares of Class A
voting stock, (ii) 526,105 shares of Class B voting stock, and (iii)
1,328,053 shares of Class C non-voting stock. This collectively
represented 82.2% of the outstanding common stock and 92.3% of the
voting power of OAC as of that date. Certain officers and/or directors
of the Adviser held (i) 598,704 shares of the Class B voting stock,
representing 12.3% of the outstanding common stock and 6.0% of the
voting power, and (ii) options acquired without cash payment which,
when they become exercisable, allow the holders to purchase up to
627,362 shares of Class C non-voting stock. That group includes
persons who serve as officers of the Fund, and Ms. Macaskill and
Messrs. Galli and Spiro, who serve as Directors 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 Adviser). 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 October
1, 1995 to September 29, 1996, 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 Mr. Galli,
who sold 10,000 shares of Class C OAC common stock to MassMutual for an
aggregate of $787,900.
The names and principal occupations of the executive officers and
directors of the Adviser are as follows: Bridget A. Macaskill,
President, Chief Executive Officer and a director; Donald W. Spiro,
Chairman Emeritus and a director; Robert G. Galli and James C. Swain,
Vice Chairmen; Robert C. Doll, O. Leonard Darling, Barbara Hennigar,
James Ruff, Loretta McCarthy and Nancy Sperte, Executive Vice
Presidents; Tilghman G. Pitts III, Executive Vice President and a
director; Andrew J. Donohue, Executive Vice President and General
Counsel; 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-
0203; 3410 South Galena Street, Denver, CO 80231-5099; 350 Linden Oaks,
Rochester, NY 14625-2807 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 with 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 the proposed investment management fee on
the expense ratio of the Fund; (2) the investment record of the Manager
in managing the Fund, and the investment record of other investment
companies for which it acts as investment adviser 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. The
Independent Trustees also considered the following factors, among
others: (1) the necessity of the Manager maintaining and enhancing its
ability to retain and attract capable personnel to serve the Fund; (2)
the Manager's overall profitability; (3) pro-forma profitability data
giving effect to the proposed revision in the investment management fee
but before marketing and promotional expenses anticipated to be paid by
the Manager and its affiliates; (4) possible economies of scale; (5)
other benefits to the Manager from serving as investment manager to the
Fund, as well as benefits to its affiliates acting as principal
underwriter and its division acting as transfer agent to the Fund; (6)
current and developing conditions in the financial services industry,
including the entry into the industry of larger and highly capitalized
companies which are spending and appear to be prepared to continue to
spend substantial sums to engage personnel and to provide services to
competing investment companies; and (7) the financial resources of the
Manager and the desirability of appropriate incentives to assure that
the Manager will continue to furnish high quality services to the Fund.
Analysis of Profitability of the Manager. The Independent Trustees
were advised that the Manager does not maintain its financial records
on a fund-by-fund basis. However, the Manager does provide the
Independent Trustee on an annual basis with its allocation of expenses
on a fund-by-fund basis. The Independent Trustees considered
information provided by the Manager regarding its profitability and
also considered comparative information relating to the profitability
of other mutual fund investment managers. The Independent Trustees
also noted the substantial marketing and promotional activities in
which the Manager and its affiliates engage and propose to engage on
behalf of the Fund.
Determination by the Independent Trustees and the Board of Trustees.
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" (as
defined in the Investment Company Act) of all outstanding voting
securities of the Fund is required for approval of the Proposed
Agreement; the classes do not vote separately. 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. The Board of Trustees recommends a vote in favor of
approving the Proposed Investment Advisory Agreement.
APPROVAL OF THE FUND'S CLASS B 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 3)
NOTE: This Proposal applies to Class B Shareholders only.
Class B shares were first offered to the public on August 17, 1993. At
that time, the Fund had adopted a Distribution Plan and Agreement for
Class B shares pursuant to Rule 12b-1 of the Investment Company Act.
In June of 1993, the Fund's Board of Trustees, including a majority of
the Trustees who are not "interested persons" (as defined in the
Investment Company Act) of the Fund and who have no direct or indirect
financial interest in the operation of the Fund's current 12b-1 plans
or in any related agreements ("Independent Trustees"), approved
amendments to that plan to recharacterize it as a distribution and
service plan and agreement in conformity with the National Association
of Securities Dealers, Inc. ("NASD") Rule which permits the Fund to pay
on an annual basis up to 0.25% of its average annual net assets as a
service fee and up to 0.75% of its average annual assets as an asset-
based sales charge. In February of 1994, that Distribution and Service
Plan was further amended by the Fund's Board of Trustees to eliminate a
provision which had required the Fund to continue to make payments to
the Distributor after a termination of the Distribution and Service
Plan.
At a meeting of the Fund's Board of Trustees held March 16, 1995, the
Manager proposed the adoption of a new Class B Distribution and Service
Plan and Agreement for Class B shares (the "Class B Distribution and
Service Plan") which is recharacterized as a "compensation type plan"
instead of a "reimbursement type plan." The Fund's Board of Trustees,
including a majority of the Independent Trustees, approved the new
Class B Distribution and Service Plan, subject to shareholder approval,
and determined to recommend the Class B Distribution and Service Plan
and Agreement for approval by Class B shareholders. A copy of the new
Class B Distribution and Service Plan is attached as Exhibit C to this
proxy statement.
Description of the Class B Distribution and Service Plan. Under the
Class B Distribution and Service Plan, the Fund compensates the
Distributor for its services in connection with the distribution of
Class B Shares and the personal service and maintenance of accounts
that hold Class B shares. The Fund pays the Distributor an asset-based
sales charge of 0.75% per annum of Class B shares outstanding for six
years or less, and also pays the Distributor a service fee of 0.25% per
annum, each of which is computed on the average annual net assets of
Class B shares of the Fund.
The Class B Distribution and Service Plan provides for payments for two
different distribution-related functions. The Distributor pays certain
brokers dealers, banks or other institutions ("Recipients") a service
fee of 0.25% for personal services to Class B shareholders and
maintenance of Class B shareholder accounts by those Recipients. The
services rendered by Recipients in connection with personal services
and the maintenance of Class B shareholder accounts may include but
shall not be limited to, the following: answering routine inquiries
from the Recipient's customers concerning the Fund, providing such
customers with information on their investment in shares, assisting in
the establishment and maintenance of accounts or sub-accounts in the
Fund, making the Fund's investment plans and dividend payment options
available, and providing such other information and customer liaison
services and the maintenance of accounts as the Distributor or the Fund
may reasonably request. The Distributor is permitted under the Class B
Distribution and Service Plan to retain service fee payments to
compensate it for rendering such services.
Service fee payments by the Distributor to Recipients are made (i) in
advance for the first year Class B shares are outstanding, following
the purchase of shares, in an amount equal to 0.25% of the net asset
value of the shares purchased by the Recipient or its customers and
(ii) thereafter, on a quarterly basis, computed as of the close of
business each day at an annual rate of 0.25% of the net asset value of
Class B shares held in accounts of the Recipient or its customers. In
the event Class B shares are redeemed less than one year after the date
such shares were sold, the Recipient is obligated to repay to the
Distributor on demand a pro rata portion of such advance service fee
payments, based on the ratio of the remaining period to one year.
The Class B Distribution and Service Plan also provides that the Fund
will pay the Distributor on a monthly basis an asset-based sales charge
at an annual rate of 0.75% of the net asset value of Class B shares
outstanding to compensate it for other services in connection with the
distribution of the Fund's Class B shares. The distribution assistance
and administrative support services rendered by the Distributor in
connection with the sales of Class B shares may include: (i) paying
sales commissions to any broker, dealer, bank or other institution that
sells the Fund's Class B shares, (ii) paying compensation to and
expenses of personnel of the Distributor who support distribution of
Class B shares by Recipients, and (iii) paying or reimbursing the
Distributor for interest and other borrowing costs incurred on any
unreimbursed expenses carried forward to subsequent fiscal quarters.
The other distribution assistance in connection with the sale of Class
B shares rendered by the Distributor and Recipients may include, but
shall not be limited to, the following: distributing sales literature
and prospectuses other than those furnished to current Class B
shareholders, processing Class B share purchase and redemption
transactions and providing such other information in connection with
the distribution of Class B shares as the Distributor or the Fund may
reasonably request.
The Distributor currently pays sales commissions from its own resources
to Recipients at the time of sale equal to 3.75% of the purchase price
of Fund shares sold by such Recipient, and advances the first year
service fee of 0.25%. Asset-based sales charge payments are designed
to permit an investor to purchase shares of the Fund without the
assessment of a front-end sales load and at the same time permit the
Distributor to compensate Recipients in connection with the sale of
shares of the Fund. The Distributor and the Fund anticipate that it
will take a number of years for the Distributor to recoup the sales
commissions paid to Recipients and other distribution-related expenses,
from the Fund's payments to the Distributor under the Class B
Distribution and Service Plan, and from the contingent deferred sales
charge deducted from redemption proceeds for Class B shares redeemed
before the end of six years of their purchase, as described in the
Fund's prospectus.
The Class B Distribution and Service Plan contains a provision which
provides that the Board may allow the Fund to continue payments to the
Distributor for Class B shares sold prior to termination of the Class B
Distribution and Service Plan. Pursuant to this provision, payment of
the asset-based sales charge of up to 0.75% per annum could be
continued by the Board after termination.
The Class B Distribution and Service Plan has the effect of increasing
annual expenses of Class B shares of the Fund by up to 1.00% of the
class's average annual net assets from what those expenses would
otherwise be. Payments by the Fund to the Distributor under the
current Class B Plan for the fiscal year ended September 30, 1996
totalled $4,373,990 (1.0% of the Fund's average net assets represented
by Class B shares during that period), all of which was paid by the
Distributor to recipients, including $53,520 paid to an affiliate of
the Distributor.
If the Class B shareholders approve this Proposal, the Class B
Distribution and Service Plan shall, unless terminated as described
below, continue in effect until December 31, 1997 and from year to year
thereafter only so long as such continuance is specifically approved,
at least annually, by the Fund's Board of Trustees and its Independent
Trustees by a vote cast in person at a meeting called for the purpose
of voting on such continuance. The Class B Distribution and Service
Plan may be terminated at any time by a vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as
defined in the Investment Company Act) of the Fund's outstanding Class
B shares. The Class B Distribution and Service Plan may not be
amended to increase materially the amount of payments to be made
without approval by Class B shareholders. All material amendments must
be approved by a majority of the Independent Trustees.
Additional Information. The Class B Distribution and Service Plan
provides that while it is in effect, the selection and nomination of
those Trustees of the Fund who are not "interested persons" of the Fund
is committed to the discretion of the Independent Trustees. This does
not prevent the involvement of others in such selection and nomination
if the final decision on any such selection or nomination is approved
by a majority of the Independent Trustees.
Under the Class B Distribution and Service Plan, no payment for service
fees will be made to any Recipient in any quarter if the aggregate net
asset value of all Fund shares held by the Recipient for itself and its
customers does not exceed a minimum amount, if any, that may be
determined from time to time by a majority of the Independent Trustees.
Initially, the Board of Trustees has set the fee at the maximum rate
and set no minimum amount. The Class B Distribution and Service Plan
permits the Distributor and the Manager to make additional distribution
payments to Recipients from their own resources (including profits from
management fees) at no cost to the Fund. The Distributor and the
Manager may, in their sole discretion, increase or decrease the amount
of distribution assistance payments they make to Recipients from their
own assets.
Analysis of the Class B Distribution and Service Plan by the Board of
Trustees. In considering whether to recommend the Class B Distribution
and Service Plan for approval, the Board requested and evaluated
information it deemed necessary to make an informed determination. The
Board found that there is a reasonable likelihood that the Class B
Distribution and Service Plan benefits the Fund and its Class B
shareholders by providing financial incentives to financial
intermediaries to attract new Class B shareholders to the Fund and by
assisting the efforts of the Fund and the Distributor to service and
retain existing Class B shareholders and attract new investors. The
Class B Distribution and Service Plan enables the Fund to be
competitive with similar funds, including funds that impose sales
charges, provide financial incentives to institutions that direct
investors to such funds, and provide shareholder servicing and
administrative services.
The Board also focused on the two principal differences in the Class B
Distribution and Service Plan and its predecessor. First, the proposed
plan provides for compensating the Distributor for its distribution
efforts rather than reimbursing it for its costs. While it was
possible for the Fund's Class B 12b-1 payments to be reduced when
limited by the Distributor's expenses (including past expenses which
were not previously reimbursed, and which were, therefore, carried
forward with interest) under a reimbursement-type plan, under normal
circumstances this is unlikely. Therefore, adoption of this Proposal
is not expected to materially increase the Fund's expenses under normal
circumstances. Payments under the proposed Class B Distribution and
Service Plan still remain subject to limits imposed on asset-based
sales charges by the NASD. The Board also noted that investors who
purchase Class B shares of the Fund reasonably expect that they will be
paying an asset-based sales charge of 0.75% per annum regardless of the
Distributor's actual distribution expenses.
A second difference in the Class B Distribution and Service Plan over
its predecessor is that the proposed Plan expressly provides that
distribution and administrative support services may be rendered in
connection with Class B shares acquired either in exchange for other
OppenheimerFund shares or by reorganization with another fund. The
Board determined that although these changes are less likely to have
significance under a compensation-type Plan, it should have the
flexibility to approve reorganizations among funds without concern that
the transaction would affect payments to the Distributor for its
distribution efforts. The Board also noted that investors who purchase
Class B shares of the Fund reasonably expect that they will be paying
an asset-based sales charge of 0.75% per annum regardless of share
exchanges or the occurrence of reorganizations to which their Fund is a
party.
The Board concluded that it is likely that because the Class B
Distribution and Service Plan provides an alternative means for
investors to acquire Fund shares without paying an initial sales
charge, it will benefit Class B shareholders of the Fund by enabling
the Fund to maintain or increase its present asset base in the face of
competition from a variety of financial products. The Trustees
recognized that payments made pursuant to the Class B Distribution and
Service Plan would likely be offset in part by economies of scale
associated with the growth of the Fund's assets. With larger assets,
the Class B shareholders should benefit as the Class B Distribution and
Service Plan should help maintain Fund assets at the lower investment
advisory fee rate that is currently in effect. Costs of shareholder
administration and transfer agency operations will be spread among a
larger number of Class B shareholders as the Fund grows larger, thereby
reducing the Fund's expense ratio. The Manager has advised the
Trustees that investing larger amounts of money is made more readily,
more efficiently, and at lesser cost to the Fund. The Board found that
a positive flow of new investment money is desirable primarily to
offset the potentially adverse effects that might result from a pattern
of net redemptions. Net cash outflow increases the likelihood that the
Fund will have to dispose of portfolio securities for other than
investment purposes. Net cash inflow minimizes the need to sell
securities to meet redemptions when investment considerations would
dictate otherwise, reduces daily liquidity requirements, and may assist
in a prompt restructuring of the portfolio without the need to dispose
of present holdings.
Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments to a
mutual fund's distributor and to brokers, dealers, banks and other
financial institutions has become common in the mutual fund industry.
Competition among brokers and dealers for these types of payments has
intensified. The Trustees concluded that promotion, sale and servicing
of mutual fund shares and shareholders through various brokers,
dealers, banks and other financial institutions is a successful way of
distributing shares of a mutual fund. The Trustees concluded that
without an effective means of selling and distributing Fund shares and
servicing shareholders and providing account maintenance, expenses may
remain higher on a per share basis than those of some competing funds.
By providing an alternative means of acquiring Fund shares, the Class B
Distribution and Service Plan proposed for Class B shareholder approval
is designed to stimulate sales by and services from many types of
financial institutions.
The Trustees recognize that the Manager will benefit from the Class B
Distribution and Service Plan through larger investment advisory fees
resulting from an increase in Fund assets, since its fees are based
upon a percentage of net assets of the Fund. The Board, including each
of the Independent Trustees, determined that the Class B Distribution
and Service Plan is in the best interests of the Fund, and that its
continuation has a reasonable likelihood of benefiting the Fund and its
Class B shareholders. In its annual review of the Class B Distribution
and Service Plan, the Board will consider the continued appropriateness
of the Class B Distribution and Service Plan, including the level of
payments provided for therein.
Vote Required. Pursuant to Rule 12b-1 under the Investment Company
Act, an affirmative vote of the holders of a "majority" (as defined in
the Investment Company Act) of the Fund's Class B voting securities is
required for approval of the Class B Distribution and Service Plan.
The requirements for such "majority" vote under the Investment Company
Act are described in Proposal No. 2. A vote in favor of this Proposal
shall be deemed a vote to approve the prior Plans and the Class B
Distribution and Service Plan. The Board of Trustees recommends a vote
in favor of approving this Proposal.
APPROVAL OF THE FUND'S CLASS C 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 4)
NOTE: This Proposal applies to Class C Shareholders only.
Class C shares were first offered to the public on October 2, 1995. At
that time, the Fund had adopted a Distribution Plan and Agreement for
Class C shares pursuant to Rule 12b-1 of the Investment Company Act, in
conformity with the National Association of Securities Dealers, Inc.
("NASD") Rule which permits the Fund to pay up to 0.25% of its average
annual net assets as a service fee and up to 0.75% of its average
annual assets as an asset-based sales charge. The Manager, as the sole
initial shareholder of the Fund's Class C shares, has approved a
Distribution and Service Plan for the Class C shares of the Fund (the
"Class C Distribution and Service Plan") under Rule 12b-1 of the
Investment Company Act. At a meeting of the Fund's Board of Trustees
held March 16, 1996, the Fund's Board of Trustees, 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 operation of the Fund's
12b-1 plans or in any related agreements ("Independent Trustees"),
approved Class C Distribution and Service Plan and determined to
recommend the Distribution and Service Plan for approval by the Class C
shareholders. A copy of the Class C Distribution and Service Plan is
attached as Exhibit D to this proxy statement.
Description of the Class C Distribution and Service Plan. Under the
Class C Distribution and Service Plan, the Fund compensates the
Distributor for its services in connection with the distribution of
Class C Shares and the personal service and maintenance of accounts
that hold Class C shares. The Fund pays the Distributor an asset-based
sales charge of 0.75% per annum and also pays the Distributor a service
fee of 0.25% per annum, each of which is computed on the average annual
net assets of Class C shares of the Fund.
The Class C Distribution and Service Plan provides for payments for two
different distribution related functions. The Distributor pays certain
brokers, dealers, banks or other institutions ("Recipients") a service
fee of 0.25% for personal services to Class C shareholders and
maintenance of shareholder accounts by those Recipients. The services
rendered by Recipients in connection with personal services and the
maintenance of Class C shareholder accounts may include, but shall not
be limited to, the following: answering routine inquiries from the
Recipient's customers concerning the Fund, providing such customers
with information on their investment in shares, assisting in the
establishment and maintenance of accounts or sub-accounts in the Fund,
making the Fund's investment plans and dividend payment options
available, and providing such other information and customer liaison
services and the maintenance of accounts as the Distributor or the Fund
may reasonably request. The Distributor is permitted under the Class C
Distribution and Service Plan to retain service fee payments to
compensate it for rendering such services.
Service fee payments by the Distributor to Recipients are made (i) in
advance for the first year Class C shares are outstanding, following
the purchase of shares, in an amount equal to 0.25% of the net asset
value of the shares purchased by the Recipient or its customers and
(ii) thereafter, on a quarterly basis, computed as of the close of
business each day at an annual rate of 0.25% of the net asset value of
Class C shares held in accounts of the Recipient or its customers. The
Distributor retains the service fee during the first year shares are
outstanding. In the event Class C shares are redeemed less than one
year after the date such shares were sold, the Recipient is obligated
to repay to the Distributor on demand a pro rata portion of such
advance service fee payments, based on the ratio of the remaining
period to one year.
The Class C Distribution and Service Plan also provides that the Fund
will pay the Distributor on a monthly basis an asset-based sales charge
at an annual rate of 0.75% of the net asset value of Class C shares
outstanding to compensate it for other services in connection with the
distribution of the Fund's Class C shares. The distribution assistance
and administrative support services rendered by the Distributor in
connection with the sales of Class C shares may include: (i) paying
sales commissions to any broker, dealer, bank or other institution that
sells the Fund's Class C shares, (ii) paying compensation to and
expenses of personnel of the Distributor who support distribution of
Class C shares by Recipients, (iii) obtaining financing or providing
such financing from its own resources or from an affiliate, for the
interest and other borrowing costs of the Distributor's unreimbursed
expenses incurred in rendering distribution assistance for Class C
shares, and (iv) paying certain other distribution-related expenses.
The other distribution assistance in connection with the sale of Class
C shares rendered by the Distributor and Recipients may include, but
shall not be limited to, the following: distributing sales literature
and prospectuses other than those furnished to current Class C
shareholders, processing Class C share purchase and redemption
transactions and providing such other information in connection with
the distribution of Class C shares as the Distributor or the Fund may
reasonably request.
The Distributor currently pays sales commissions from its own resources
to Recipients at the time of sale equal to 0.75% of the purchase price
of Fund shares sold by such Recipient, and advances the first year
service fee of 0.25%. The Distributor retains the asset-based sales
charge during the first year shares are outstanding to recoup the sales
commissions it pays, the advances of service fee payments it makes, and
its financing costs. The Distributor plans to pay the asset-based
sales charge as an ongoing commission to Recipients on Class C shares
that have been outstanding for a year or more. Asset-based sales charge
payments are designed to permit an investor to purchase shares of the
Fund without the assessment of a front-end sales load and at the same
time permit the Distributor to compensate Recipients in connection with
the sale of shares of the Fund.
The Class C Distribution and Service Plan contains a provision which
provides that the Board may allow the Fund to continue payments to the
Distributor for Class C shares sold prior to termination of the Class C
Distribution and Service Plan. Pursuant to this provision, payment of
the asset-based sales charge and service fee could be continued by the
Board after termination.
The Class C Distribution and Service Plan has the effect of increasing
annual expenses of Class C shares of the Fund by up to 1.00% of the
class's average annual net assets from what those expenses would
otherwise be. Payments by the Fund to the Distributor under the
current Class C Plan for the period ended September 30, 1996 were
$81,790 (1.0% of the Fund's average net assets represented by Class C
shares during that period), all of which the Distributor retained as
reimbursement for Class C sales commissions and service fee advances,
as well as financing costs.
If the Class C shareholders approve this Proposal, the Class C
Distribution and Service Plan shall, unless terminated as described
below, continue in effect until December 31, 1997 and from year to year
thereafter only so long as such continuance is specifically approved,
at least annually, by the Fund's Board of Trustees and its Independent
Trustees by a vote cast in person at a meeting called for the purpose
of voting on such continuance. The Class C Distribution and Service
Plan may be terminated at any time by a vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as
defined in the Investment Company Act) of the Fund's outstanding Class
C shares. The Class C Distribution and Service Plan may not be
amended to increase materially the amount of payments to be made
without approval by Class C shareholders. All material amendments must
be approved by a majority of the Independent Trustees.
Additional Information. The Class C Distribution and Service Plan
provides that while it is in effect, the selection and nomination of
those Trustees of the Fund who are not "interested persons" of the Fund
is committed to the discretion of the Independent Trustees. This does
not prevent the involvement of others in such selection and nomination
if the final decision on any such selection or nomination is approved
by a majority of the Independent Trustees.
Under the Class C Distribution and Service Plan, the Board may
determine that no payment will be made to the Distributor or any
Recipient in any quarter if the aggregate net asset value of all Fund
shares held by the Recipient for itself and its customers does not
exceed a minimum amount, if any, that may be determined from time to
time by a majority of the Independent Trustees. Initially, the Board
of Trustees has set the fee at the maximum rate and set no minimum
amount. The Class C Distribution and Service Plan permits the
Distributor and the Manager to make additional distribution payments to
Recipients from their own resources (including profits from management
fees) at no cost to the Fund. The Distributor and the Manager may, in
their sole discretion, increase or decrease the amount of distribution
assistance payments they make to Recipients from their own assets.
Analysis of the Class C Distribution and Service Plan by the Board of
Trustees. In considering whether to recommend the Class C Distribution
and Service Plan for approval, the Board requested and evaluated
information it deemed necessary to make an informed determination. The
Board found that there is a reasonable likelihood that the Class C
Distribution and Service Plan benefits the Fund and its Class C
shareholders by providing financial incentives to financial
intermediaries to attract new Class C shareholders to the Fund and by
assisting the efforts of the Fund and the Distributor to service and
retain existing shareholders and attract new investors. The Class C
Distribution and Service Plan enables the Fund to be competitive with
similar funds, including funds that impose sales charges, provide
financial incentives to institutions that direct investors to such
funds, and provide shareholder servicing and administrative services.
The Board concluded that it is likely that because the Class C
Distribution and Service Plan provides an alternative means for
investors to acquire Fund shares without paying an initial sales
charge, it will benefit Class C shareholders of the Fund by enabling
the Fund to maintain or increase its present asset base in the face of
competition from a variety of financial products. The Trustees
recognized that payments made pursuant to the Class C Distribution and
Service Plan would likely be offset in part by economies of scale
associated with the growth of the Fund's assets. With larger assets,
the Class C shareholders should benefit as the Class C Distribution and
Service Plan should help maintain Fund assets at the lower investment
advisory fee rate that is currently in effect. Costs of shareholder
administration and transfer agency operations will be spread among a
larger number of shareholders as the Fund grows larger, thereby
reducing the Fund's expense ratio. The Manager has advised the
Trustees that investing larger amounts of money is made more readily,
more efficiently, and at lesser cost to the Fund. The Board found that
a positive flow of new investment money is desirable primarily to
offset the potentially adverse effects that might result from a pattern
of net redemptions. Net cash outflow increases the likelihood that the
Fund will have to dispose of portfolio securities for other than
investment purposes. Net cash inflow minimizes the need to sell
securities to meet redemptions when investment considerations would
dictate otherwise, reduces daily liquidity requirements, and may assist
in a prompt restructuring of the portfolio without the need to dispose
of present holdings.
Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments to a
mutual fund's distributor and to brokers, dealers, banks and other
financial institutions has become common in the mutual fund industry.
Competition among brokers and dealers for these types of payments has
intensified. The Trustees concluded that promotion, sale and servicing
of mutual fund shares and shareholders through various brokers,
dealers, banks and other financial institutions is a successful way of
distributing shares of a mutual fund. The Trustees concluded that
without an effective means of selling and distributing Fund shares and
servicing shareholders and providing account maintenance, expenses may
remain higher on a per share basis than those of some competing funds.
By providing an alternative means of acquiring Fund shares, the Class C
Distribution and Service Plan proposed for shareholder approval is
designed to stimulate sales by and services from many types of
financial institutions.
The Trustees recognize that the Manager will benefit from the Class C
Distribution and Service Plan through larger investment advisory fees
resulting from an increase in Fund assets, since its fees are based
upon a percentage of net assets of the Fund. The Board, including each
of the Independent Trustees, determined that the Class C Distribution
and Service Plan is in the best interests of the Fund, and that its
continuation has a reasonable likelihood of benefiting the Fund and its
Class C shareholders. In its annual review of the Class C Distribution
and Service Plan, the Board will consider the continued appropriateness
of the Class C Distribution and Service Plan, including the level of
payments provided for therein.
Vote Required. Pursuant to Rule 12b-1 under the Investment Company
Act, an affirmative vote of the holders of a "majority" (as defined in
the Investment Company Act) of the Fund's Class C voting securities is
required for approval of the Distribution and Service Plan. The
requirements for such "majority" vote under the Investment Company Act
are described in Proposal No.2. A vote in favor of this Proposal shall
be deemed a vote to approve the prior Plan and the Distribution and
Service Plan. 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
December 16, 1996
<PAGE>
Exhibit A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 20th day of February, 1997, by and between
OPPENHEIMER GLOBAL FUND (the "Fund"), and OPPENHEIMERFUNDS, INC.
("OFI").
WHEREAS, the Fund is an open-end, diversified management investment
company registered as such with the Securities and Exchange Commission
(the "Commission") pursuant to the Investment Company Act of 1940 (the
"Investment Company Act"), and OFI 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 OFI and OFI 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. OFI 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 or 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 or as such policies may, from time to time, be amended by the
Fund's shareholders; and (vi) the Prospectus and Statement of
Additional Information of the Fund in effect from time to time. The
appropriate officers and employees of OFI shall be available upon
reasonable notice for consultation 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) OFI 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
"7" 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.
(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 "7" hereof, OFI 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) Nothing in this Agreement shall prevent OFI or any officer
thereof from acting as investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict OFI or any of
its directors, officers 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 OFI of
its duties and obligations under this Agreement and under the
Investment Advisers Act of 1940.
3. Other Duties of OFI.
(a) OFI shall, at its own expense, provide and supervise the
activities of all 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; 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 and state
securities laws for continuous public sale of shares of the Fund. OFI
shall, at its own cost and expense, also provide the Fund with adequate
office space, facilities and equipment.
(b) Provided that nothing herein shall be deemed to protect OFI from
willful misfeasance, bad faith or gross negligence in the performance
of its duties, or reckless disregard of its obligations and duties
under the Agreement, OFI shall not be liable for any loss sustained by
reason of good faith errors or omissions in connection with any matters
to which this Agreement relates.
4. Allocation of Expenses.
All other costs and expenses not expressly assumed by OFI 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) premiums for
fidelity and other insurance coverage requisite to its operations; (iv)
compensation and expenses of its Trustees other than those associated
or affiliated with OFI; (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 under federal and state securities laws of
shares of the Fund for public sale; (x) expenses of printing and
mailing reports, notices and proxy materials to shareholders of the
Fund; (xi) except as noted above, all other expenses incidental to
holding meetings of the Fund's shareholders; and (xii) such
extraordinary non-recurring expenses as may arise, including
litigation affecting the Fund and any obligation which the Fund may
have to indemnify its officers and Trustees with respect thereto. Any
officers or employees of OFI or any entity controlling, controlled by
or under common control with OFI, who may also serve as officers,
Trustees or employees of the Fund shall not receive any compensation
from the Fund for their services.
5. Compensation of OFI.
The Fund agrees to pay OFI and OFI 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 management
fee computed on the aggregate net assets of the Fund as of the close of
each business day and payable monthly at the following annual rates:
0.80% of the first $250 million of aggregate net assets;
0.77% of the next $250 million;
0.75% of the next $500 million;
0.69% of the next $1 billion;
0.67% of the next $1.5 billion; and
0.65% of aggregate net assets in excess of $3.5 billion.
6. Use of Name "Oppenheimer."
OFI 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. Such license
may, upon termination of this Agreement, be terminated by OFI, 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 or licensed by OFI in connection any of its
activities or licensed by OFI to any other party.
7. Portfolio Transactions and Brokerage.
(a) OFI is authorized, in arranging the Fund's portfolio
transactions, to employ or deal with such members of securities or
commodities exchanges, brokers or dealers including "affiliated"
broker-dealers (as that term is defined in the Investment Company Act)
(hereinafter "broker-dealers"), 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 the provisions of subparagraph "(c)" of
this paragraph "7" the benefit of such investment information or
research as may be of significant assistance to the performance by OFI
of its investment management functions.
(b) OFI 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 OFI 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.
(c) OFI 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 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 OFI and its affiliates exercise "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 OFI 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 overall responsibilities of OFI and its
investment advisory affiliates with respect to the accounts as to which
they exercise investment discretion. In reaching such determination,
OFI 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, OFI shall be prepared to
show that all commissions were allocated for the 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.
(d) OFI 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 "7"
(e) The Fund recognizes that an affiliated broker-dealer (i) may act
as its regular broker so long as it is lawful for it so to act; (ii)
may be a major recipient of brokerage commissions paid by the Fund; and
(iii) may effect portfolio transactions for the Fund only if the
commissions, fees or other remuneration received or to be received by
it 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.
(f) Subject to the foregoing provisions of this paragraph "7" OFI may
also consider sales of Fund shares and shares of other investment
companies managed by OFI or its affiliates as a factor in the selection
of broker-dealers for the Fund's portfolio transactions.
8. Duration.
This Agreement will take effect on the date first set forth above,
and replaces the Fund's Investment Advisory Agreement dated June 27,
1994. This Agreement will continue in effect until December 31, 1997,
and thereafter, from year to year, so long as such continuance shall be
approved at least annually in the manner contemplated by Section 15 of
the Investment Company Act.
9. Termination.
This Agreement may be terminated (i) by OFI at any time without
penalty upon giving the Fund 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 OFI (which notice may be
waived by OFI) provided that such termination by the Fund shall be
directed or approved by the vote of a majority of all of the Trustees
of the Fund then in office or by the vote of the holders of a
"majority" (as defined in the Investment Company Act) of the
outstanding voting securities of the Fund.
10. Assignment or Amendment.
This Agreement may not be amended without the affirmative vote or
written consent of the holders of a "majority" of the outstanding
voting securities of the Fund, and shall automatically and immediately
terminate in the event of its "assignment," as defined in the
Investment Company Act.
11. Disclaimer of Shareholder Liability.
OFI 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. OFI represents that it
has notice of the provisions of the Declaration of Trust of the Fund
disclaiming shareholder liability for acts or obligations of the Fund.
12. 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.
OPPENHEIMER GLOBAL FUND
By:
-----------------------------
OPPENHEIMERFUNDS, INC.
By:
-----------------------------
<PAGE>
EXHIBIT B
Approximate Net Advisory Fee Rate as
Assets as of 9/30/96 % of Average Annual
Name of Fund ($ Millions) Net Assets
Oppenheimer Global Emerging $168.2 1.0% on the first $50 million,
Growth Fund .75% on the next $150 million,
.72% on the next $200 million,
.69% on the next $200 million,
.66% on the next $200 million and
.60% of net assets in excess of $800 million
Oppenheimer Quest Global Value $230.7 .75% on the first $400 million,
Fund, Inc.* .70% on the next $400 million and
.65% of net assets in excess of $800 million
Oppenheimer International $17.9 .80% on the first $250 million,
Growth Fund .77% on the next $250 million,
.75% on the next $500 million,
.69% on the next $1 billion and
67% of net assets in excess of $2 billion
Oppenheimer Variable Accounts Funds/ .75% of the first $200 million,
Oppenheimer Global Securities $502.7 .72% of the next $200 million,
Fund .69% of the next $200 million,
.66% of the next $200 million and
.60% of net assets in excess of $800 million
___________________________________
* The Manager pays a sub-advisory fee to OpCap Advisors to provide
day-to-day portfolio management of the Fund. The Manager pays OpCap
Advisors monthly an annual fee based on the average daily net assets
of the Fund equal to 40% of the advisory fee collected by the Manager
based on the total net assets of the Fund as of November 22, 1995
(the "base amount") plus 30% of the investment advisory fee collected
by the Manager based on the total net assets of the Fund that exceed
the base amount.
<PAGE>
Exhibit C
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class B Shares of
Oppenheimer Global Fund
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 20th
day of February, 1997, by and between Oppenheimer Global Fund (the
"Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and
service plan for Class B shares of the Fund (the "Shares"),
contemplated by Rule 12b-1 (the "Rule") under the Investment Company
Act of 1940 (the "1940 Act"), pursuant to which the Fund will
compensate the Distributor for its services in connection with the
distribution of Shares, and the personal service and maintenance of
shareholder accounts that hold Shares ("Accounts"). The Fund may act
as distributor of securities of which it is the issuer, pursuant to the
Rule, according to the terms of this Plan. The Distributor is
authorized under the Plan to pay "Recipients," as hereinafter defined,
for rendering (1) distribution assistance in connection with the sale
of Shares and/or (2) administrative support services with respect to
Accounts. Such Recipients are intended to have certain rights as
third-party beneficiaries under this Plan. The terms and provisions of
this Plan shall be interpreted and defined in a manner consistent with
the provisions and definitions contained in (i) the 1940 Act, (ii) the
Rule, (iii) Rule 2830 of the Conduct Rules of the National Association
of Securities Dealers, Inc., or its successor (the "NASD Conduct
Rules") and (iv) any conditions pertaining either to distribution-
related expenses or to a plan of distribution to which the Fund is
subject under any order on which the Fund relies, issued at any time by
the Securities and Exchange Commission.
2. Definitions. As used in this Plan, the following terms shall have
the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
person or entity which: (i) has rendered assistance (whether direct,
administrative or both) in the distribution of Shares or has provided
administrative support services with respect to Shares held by
Customers (defined below) of the Recipient; (ii) shall furnish the
Distributor (on behalf of the Fund) with such information as the
Distributor shall reasonably request to answer such questions as may
arise concerning the sale of Shares; and (iii) has been selected by
the Distributor to receive payments under the Plan. Notwithstanding
the foregoing, a majority of the Fund's Board of Trustees (the
"Board") who are not "interested persons" (as defined in the 1940
Act) and who have no direct or indirect financial interest in the
operation of this Plan or in any agreements relating to this Plan
(the "Independent Trustees") may remove any broker, dealer, bank or
other person or entity as a Recipient, whereupon such person's or
entity's rights as a third-party beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient, or
(ii) such brokerage or other customers, or investment advisory or
other clients of such Recipient and/or accounts as to which such
Recipient is a fiduciary or custodian or co-fiduciary or co-custodian
(collectively, the "Customers"), but in no event shall any such
Shares be deemed owned by more than one Recipient for purposes of
this Plan. In the event that more than one person or entity would
otherwise qualify as Recipients as to the same Shares, the Recipient
which is the dealer of record on the Fund's books as determined by
the Distributor shall be deemed the Recipient as to such Shares for
purposes of this Plan.
3. Payments for Distribution Assistance and Administrative Support
Services.
(a) The Fund will make payments to the Distributor, (i) within
forty-five (45) days of the end of each calendar quarter, in the
aggregate amount of 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of the
Shares computed as of the close of each business day (the "Service
Fee"), plus (ii) within ten (10) days of the end of each month, in
the aggregate amount of 0.0625% (0.75% on an annual basis) of the
average during the month of the aggregate net asset value of Shares
computed as of the close of each business day (the "Asset-Based Sales
Charge") outstanding for six years or less (the "Maximum Holding
Period"). Such Service Fee payments received from the Fund will
compensate the Distributor and Recipients for providing
administrative support services with respect to Accounts. Such
Asset-Based Sales Charge payments received from the Fund will
compensate the Distributor and Recipients for providing distribution
assistance in connection with the sale of Shares.
The distribution assistance and administrative support services to
be rendered by the Distributor in connection with the Shares may
include, but shall not be limited to, the following: (i) paying sales
commissions to any broker, dealer, bank or other person or entity
that sells Shares, and/or paying such persons "Advance Service Fee
Payments" (as defined below) in advance of, and/or greater than, the
amount provided for in Section 3(b) of this Agreement; (ii) paying
compensation to and expenses of personnel of the Distributor who
support distribution of Shares by Recipients; (iii) obtaining
financing or providing such financing from its own resources, or from
an affiliate, for the interest and other borrowing costs of the
Distributor's unreimbursed expenses incurred in rendering
distribution assistance and administrative support services to the
Fund; (iv) paying other direct distribution costs, including without
limitation the costs of sales literature, advertising and
prospectuses (other than those furnished to current holders of the
Fund's shares ("Shareholders")) and state "blue sky" registration
expenses; and (v) any service rendered by the Distributor that a
Recipient may render as described below in this Section 3(a). Such
services include distribution assistance and administrative support
services rendered in connection with Shares acquired (i) by purchase,
(ii) in exchange for shares of another investment company for which
the Distributor serves as distributor or sub-distributor, or (ii)
pursuant to a plan of reorganization to which the Fund is a party.
In the event that the Board should have reason to believe that the
Distributor may not be rendering appropriate distribution assistance
or administrative support services in connection with the sale of
Shares, then the Distributor, at the request of the Board, shall
provide the Board with a written report or other information to
verify that the Distributor is providing appropriate services in this
regard.
The administrative support services in connection with the
Accounts to be rendered by Recipients may include, but shall not be
limited to, the following: answering routine inquiries concerning
the Fund, assisting in the establishment and maintenance of accounts
or sub-accounts in the Fund and processing Share redemption
transactions, making the Fund's investment plans and dividend payment
options available, and providing such other information and services
in connection with the rendering of personal services and/or the
maintenance of Accounts, as the Distributor or the Fund may
reasonably request.
The distribution assistance in connection with the sale of Shares
to be rendered by the Recipients may include, but shall not be
limited to, the following: distributing sales literature and
prospectuses other than those furnished to current Shareholders, and
providing such other information and services in connection with the
distribution of Shares as the Distributor or the Fund may reasonably
request.
It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment
under the Plan if it has Qualified Holdings of Shares to entitle it
to payments under the Plan. In the event that either the Distributor
or the Board should have reason to believe that, notwithstanding the
level of Qualified Holdings, a Recipient may not be rendering
appropriate distribution assistance in connection with the sale of
Shares or administrative support services for Accounts, then the
Distributor, at the request of the Board, shall require the Recipient
to provide a written report or other information to verify that said
Recipient is providing appropriate distribution assistance and/or
services in this regard. If the Distributor or the Board of Trustees
still is not satisfied, either may take appropriate steps to
terminate the Recipient's status as such under the Plan, whereupon
such Recipient's rights as a third-party beneficiary hereunder shall
terminate.
(b) The Distributor shall make service fee payments to any
Recipient quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed 0.0625% (0.25% on an annual
basis) of the average during the calendar quarter of the aggregate
net asset value of Shares computed as of the close of each business
day, constituting Qualified Holdings owned beneficially or of record
by the Recipient or by its Customers for a period of more than the
minimum period (the "Minimum Holding Period"), if any, to be set from
time to time by a majority of the Independent Trustees.
Alternatively, the Distributor may, at its sole option, make
service fee payments to any Recipient quarterly, within forty-five
(45) days of the end of each calendar quarter, (i) at a rate not to
exceed 0.25% of the average during the calendar quarter of the
aggregate net asset value of Shares, computed as of the close of
business on the day such Shares are sold, constituting Qualified
Holdings sold by the Recipient during that quarter and owned
beneficially or of record by the Recipient or by its Customers, plus
(ii) service fee payments at a rate not to exceed 0.0625% (0.25% on
an annual basis) of the average during the calendar quarter of the
aggregate net asset value of Shares computed as of the close of each
business day, constituting Qualified Holdings owned beneficially or
of record by the Recipient or by its Customers for a period of more
than one (1) year, subject to reduction or chargeback so that the
service fee payment and Advance Service Fee Payments do not exceed
the limits on payments to Recipients that are, or may be, imposed by
Rule 2830 of the NASD Conduct Rules. In the event Shares are
redeemed less than one year after the date such Shares were sold, the
Recipient is obligated and will repay to the Distributor on demand a
pro rata portion of such Advance Service Fee Payments, based on the
ratio of the time such shares were held to one (1) year.
The Advance Service Fee Payments described in part (i) of the
prior paragraph of this section (b) may, at the Distributor's sole
option, be made more often than quarterly, and sooner than the end of
the calendar quarter. However, no such payments shall be made to any
Recipient for any such quarter in which its Qualified Holdings do
not equal or exceed, at the end of such quarter, the minimum amount
("Minimum Qualified Holdings"), if any, that may be set from time to
time by a majority of the Independent Trustees.
A majority of the Independent Trustees may at any time or from
time to time decrease and thereafter adjust the rate of fees to be
paid to the Distributor or to any Recipient, but not to exceed the
rate set forth above, and/or direct the Distributor to increase or
decrease the Maximum Holding Period, the Minimum Holding Period or
the Minimum Qualified Holdings. The Distributor shall notify all
Recipients of the Minimum Qualified Holdings, Maximum Holding Period
and Minimum Holding Period, if any, and the rate of payments
hereunder applicable to Recipients, and shall provide each Recipient
with written notice within thirty (30) days after any change in these
provisions. Inclusion of such provisions or a change in such
provisions in a revised current prospectus shall constitute
sufficient notice. The Distributor may make Plan payments to any
"affiliated person" (as defined in the 1940 Act) of the Distributor
or to the Distributor if such affiliated person and/or the
Distributor qualifies as a Recipient.
(c) The Service Fee and the Asset-Based Sales Charge on Shares
are subject to reduction or elimination of such amounts under the
limits to which the Distributor is, or may become, subject under Rule
2830 of the NASD Conduct Rules.
(d) Under the Plan, payments may be made to Recipients: (i) by
OppenheimerFunds, Inc. ("OFI") from its own resources (which may
include profits derived from the advisory fee it receives from the
Fund), or (ii) by the Distributor (a subsidiary of OFI), from its own
resources, from Asset-Based Sales Charge payments or from its
borrowings.
(e) Notwithstanding any other provision of this Plan, this Plan
does not obligate or in any way make the Fund liable to make any
payment whatsoever to any person or entity other than directly to the
Distributor. In no event shall the amounts to be paid to the
Distributor exceed the rate of fees to be paid by the Fund to the
Distributor set forth in paragraph (a) of this section 3.
4. Selection and Nomination of Trustees. While this Plan is in
effect, the selection and nomination of those persons to be Trustees of
the Fund who are not "interested persons" of the Fund ("Disinterested
Trustees") shall be committed to the discretion of such Disinterested
Trustees. Nothing herein shall prevent the Disinterested Trustees from
soliciting the views or the involvement of others in such selection or
nomination if the final decision on any such selection and nomination
is approved by a majority of the incumbent Disinterested Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide written reports to the Fund's Board for its review,
detailing services rendered in connection with the distribution of the
Shares, the amount of all payments made and the purpose for which the
payments were made. The reports shall be provided quarterly, and shall
state whether all provisions of Section 3 of this Plan have been
complied with.
6. Related Agreements. Any agreement related to this Plan shall be
in writing and shall provide that: (i) such agreement may be terminated
at any time, without payment of any penalty, by a vote of a majority of
the Independent Trustees or by a vote of the holders of a "majority"
(as defined in the 1940 Act) of the Fund's outstanding voting
securities of the Class, on not more than sixty days' written notice to
any other party to the agreement; (ii) such agreement shall
automatically terminate in the event of its "assignment" (as defined in
the 1940 Act); (iii) it shall go into effect when approved by a vote of
the Board and its Independent Trustees cast in person at a meeting
called for the purpose of voting on such agreement; and (iv) it shall,
unless terminated as herein provided, continue in effect from year to
year only so long as such continuance is specifically approved at least
annually by a vote of the Board and its Independent Trustees cast in
person at a meeting called for the purpose of voting on such
continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Board and its Independent Trustees
cast in person at a meeting called on March 16, 1995, for the purpose
of voting on this Plan, and shall take effect after being approved by
Class B shareholders of the Fund, at which time it shall replace the
Fund's Distribution and Service Plan for the Shares dated June 10,
1993. Unless terminated as hereinafter provided, it shall continue in
effect until December 31, 1997 and from year to year thereafter or as
the Board may otherwise determine only so long as such continuance is
specifically approved at least annually by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose
of voting on such continuance. This Plan may not be amended to
increase materially the amount of payments to be made, without approval
of the Class B Shareholders in the manner described above, and all
material amendments must be approved by a vote of the Board and of the
Independent Trustees. This Plan may be terminated at any time by vote
of a majority of the Independent Trustees or by the vote of the holders
of a "majority" (as defined in the 1940 Act) of the Fund's outstanding
voting securities of the Class. In the event of such termination, the
Board and its Independent Trustees shall determine whether the
Distributor shall be entitled to payment from the Fund of all or a
portion of the Service Fee and/or the Asset-Based Sales Charge in
respect of Shares sold prior to the effective date of such termination.
<PAGE>
8. Disclaimer of Shareholder and Trustee Liability. The Distributor
understands that the obligations of the Fund under this Plan are not
binding upon any Trustee or shareholder of the Fund personally, but
bind only the Fund and the Fund's property. The Distributor represents
that it has notice of the provisions of the Declaration of Trust of the
Fund disclaiming shareholder and Trustee liability for acts or
obligations of the Fund.
Oppenheimer Global Fund
By:
---------------------------------------------
OppenheimerFunds Distributor, Inc.
By:
--------------------------------------------
<PAGE>
Exhibit D
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OppenheimerFunds Distributor, Inc.
For Class C Shares of
Oppenheimer Global Fund
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 20th
day of February, 1997, by and between Oppenheimer Global Fund (the
"Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and
service plan for Class C shares of the Fund (the "Shares"),
contemplated by Rule 12b-1 (the "Rule") under the Investment Company
Act of 1940 (the "1940 Act"), pursuant to which the Fund will
compensate the Distributor for its services in connection with the
distribution of Shares, and the personal service and maintenance of
shareholder accounts that hold Shares ("Accounts"). The Fund may act
as distributor of securities of which it is the issuer, pursuant to the
Rule, according to the terms of this Plan. The Distributor is
authorized under the Plan to pay "Recipients," as hereinafter defined,
for rendering (1) distribution assistance in connection with the sale
of Shares and/or (2) administrative support services with respect to
Accounts. Such Recipients are intended to have certain rights as
third-party beneficiaries under this Plan. The terms and provisions of
this Plan shall be interpreted and defined in a manner consistent with
the provisions and definitions contained in (i) the 1940 Act, (ii) the
Rule, (iii) Rule 2830 of the Conduct Rules of the National Association
of Securities Dealers, Inc., or its successor (the "NASD Conduct
Rules") and (iv) any conditions pertaining either to distribution-
related expenses or to a plan of distribution to which the Fund is
subject under any order on which the Fund relies, issued at any time by
the Securities and Exchange Commission.
2. Definitions. As used in this Plan, the following terms shall have
the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
person or entity which: (i) has rendered assistance (whether direct,
administrative or both) in the distribution of Shares or has provided
administrative support services with respect to Shares held by
Customers (defined below) of the Recipient; (ii) shall furnish the
Distributor (on behalf of the Fund) with such information as the
Distributor shall reasonably request to answer such questions as may
arise concerning the sale of Shares; and (iii) has been selected by the
Distributor to receive payments under the Plan. Notwithstanding the
foregoing, a majority of the Fund's Board of Trustees (the "Board") who
are not "interested persons" (as defined in the 1940 Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreements relating to this Plan (the "Independent Trustees")
may remove any broker, dealer, bank or other person or entity as a
Recipient, whereupon such person's or entity's rights as a third-party
beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient, or (ii)
such brokerage or other customers, or investment advisory or other
clients of such Recipient and/or accounts as to which such Recipient is
a fiduciary or custodian or co-fiduciary or co-custodian (collectively,
the "Customers"), but in no event shall any such Shares be deemed owned
by more than one Recipient for purposes of this Plan. In the event
that more than one person or entity would otherwise qualify as
Recipients as to the same Shares, the Recipient which is the dealer of
record on the Fund's books as determined by the Distributor shall be
deemed the Recipient as to such Shares for purposes of this Plan.
3. Payments for Distribution Assistance and Administrative Support
Services.
(a) The Fund will make payments to the Distributor, (i) within
forty-five (45) days of the end of each calendar quarter, in the
aggregate amount of 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of the
Shares computed as of the close of each business day (the "Service
Fee"), plus (ii) within ten (10) days of the end of each month, in the
aggregate amount of 0.0625% (0.75% on an annual basis) of the average
during the month of the aggregate net asset value of Shares computed as
of the close of each business day (the "Asset-Based Sales Charge")
outstanding for six years or less (the "Maximum Holding Period"). Such
Service Fee payments received from the Fund will compensate the
Distributor and Recipients for providing administrative support
services with respect to Accounts. Such Asset-Based Sales Charge
payments received from the Fund will compensate the Distributor and
Recipients for providing distribution assistance in connection with the
sale of Shares.
The distribution assistance and administrative support services to be
rendered by the Distributor in connection with the Shares may include,
but shall not be limited to, the following: (i) paying sales
commissions to any broker, dealer, bank or other person or entity that
sells Shares, and/or paying such persons "Advance Service Fee Payments"
(as defined below) in advance of, and/or greater than, the amount
provided for in Section 3(b) of this Agreement; (ii) paying
compensation to and expenses of personnel of the Distributor who
support distribution of Shares by Recipients; (iii) obtaining financing
or providing such financing from its own resources, or from an
affiliate, for the interest and other borrowing costs of the
Distributor's unreimbursed expenses incurred in rendering distribution
assistance and administrative support services to the Fund; (iv) paying
other direct distribution costs, including without limitation the costs
of sales literature, advertising and prospectuses (other than those
furnished to current holders of the Fund's shares ("Shareholders")) and
state "blue sky" registration expenses; and (v) any service rendered by
the Distributor that a Recipient may render as described below in
Section 3(a). Such services include distribution assistance and
administrative support services rendered in connection with Shares
acquired (i) by purchase, (ii) in exchange for shares of another
investment company for which the Distributor serves as distributor or
sub-distributor, or (ii) pursuant to a plan of reorganization to which
the Fund is a party. In the event that the Board should have reason to
believe that the Distributor may not be rendering appropriate
distribution assistance or administrative support services in
connection with the sale of Shares, then the Distributor, at the
request of the Board, shall provide the Board with a written report or
other information to verify that the Distributor is providing
appropriate services in this regard.
The administrative support services in connection with the Accounts
to be rendered by Recipients may include, but shall not be limited to,
the following: answering routine inquiries concerning the Fund,
assisting in the establishment and maintenance of accounts or sub-
accounts in the Fund and processing Share redemption transactions,
making the Fund's investment plans and dividend payment options
available, and providing such other information and services in
connection with the rendering of personal services and/or the
maintenance of Accounts, as the Distributor or the Fund may reasonably
request.
The distribution assistance in connection with the sale of Shares to
be rendered by the Recipients may include, but shall not be limited to,
the following: distributing sales literature and prospectuses other
than those furnished to current Shareholders, and providing such other
information and services in connection with the distribution of Shares
as the Distributor or the Fund may reasonably request.
It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment
under the Plan if it has Qualified Holdings of Shares to entitle it to
payments under the Plan. In the event that either the Distributor or
the Board should have reason to believe that, notwithstanding the level
of Qualified Holdings, a Recipient may not be rendering appropriate
distribution assistance in connection with the sale of Shares or
administrative support services for Accounts, then the Distributor, at
the request of the Board, shall require the Recipient to provide a
written report or other information to verify that said Recipient is
providing appropriate distribution assistance and/or services in this
regard. If the Distributor or the Board of Trustees still is not
satisfied, either may take appropriate steps to terminate the
Recipient's status as such under the Plan, whereupon such Recipient's
rights as a third-party beneficiary hereunder shall terminate.
(b)(i) Service Fee. The Distributor shall make service fee payments
to any Recipient quarterly, within forty-five (45) days of the end of
each calendar quarter at a rate not to exceed 0.0625% (0.25% on an
annual basis) of the average during the calendar quarter of the
aggregate net asset value of Shares computed as of the close of each
business day, constituting Qualified Holdings owned beneficially or of
record by the Recipient or by its Customers for a period of more than
the minimum period (the "Minimum Holding Period"), if any, to be set
from time to time by a majority of the Independent Trustees.
Alternatively, the Distributor may, at its sole option, make the
following service fee payments (i) to any Recipient quarterly, within
forty-five (45) days of the end of each calendar quarter ("Advance
Service Fee Payments"), (i) at a rate not to exceed 0.25% of the
average during the calendar quarter of the aggregate net asset value of
Shares, computed as of the close of business on the day such Shares are
sold, constituting Qualified Holdings sold by the Recipient during that
quarter and owned beneficially or of record by the Recipient or by its
Customers, plus (ii) service fee payments at a rate not to exceed
0.0625% (0.25% on an annual basis) of the average during the calendar
quarter of the aggregate net asset value of Shares computed as of the
close of each business day, constituting Qualified Holdings owned
beneficially or of record by the Recipient or by its Customers for a
period of more than one (1) year, subject to reduction or chargeback so
that the service fee payments and Advance Service Fee Payments do not
exceed the limits on payments to Recipients that are, or may be,
imposed by Rule 2830 of the NASD Conduct Rules. The Advance Service Fee
Payments described in part (i) of the prior sentence may, at the
Distributor's sole option, be made more often than quarterly, and
sooner than the end of the calendar quarter. In the event Shares are
redeemed less than one year after the date such Shares were sold, the
Recipient is obligated and will repay to the Distributor on demand a
pro rata portion of such Advance Service Fee Payments, based on the
ratio of the time such shares were held to one (1) year.
(ii) Asset-Based Sales Charge Payments. Irrespective of whichever
alternative method of service fee payments is selected by the
Distributor, in addition the Distributor shall make asset-based sales
charge payments to any Recipient quarterly, within forty-five (45) days
of the end of each calendar quarter, at a rate not to exceed 0.1875%
(0.75% on an annual basis) of the average during the calendar quarter
of the aggregate net asset value of shares computed as of the close of
each business day constituting "Qualified Holdings" owned beneficially
or of record by the Recipient or its Customers for a period of not more
than one (1) year. However, no such payments shall be made to any
Recipient for any such quarter in which its Qualified Holdings do not
equal or exceed, at the end of such quarter, the minimum amount
("Minimum Qualified Holdings"), if any, to be set from time to time by
a majority of the Independent Trustees.
(c) A majority of the Independent Trustees may at any time or
from time to time decrease and thereafter adjust the rate of fees to be
paid to the Distributor or to any Recipient, but not to exceed the rate
set forth above, and/or direct the Distributor to increase or decrease
the Minimum Holding Period or the Minimum Qualified Holdings. The
Distributor shall notify all Recipients of the Minimum Qualified
Holdings, Maximum Holding Period and Minimum Holding Period, if any,
and the rate of payments hereunder applicable to Recipients, and shall
provide each Recipient with written notice within thirty (30) days
after any change in these provisions. Inclusion of such provisions or
a change in such provisions in a revised current prospectus shall
constitute sufficient notice. The Distributor may make Plan payments
to any "affiliated person" (as defined in the 1940 Act) of the
Distributor if such affiliated person qualifies as a Recipient.
(d) The Service Fee and the Asset-Based Sales Charge on Shares
are subject to reduction or elimination of such amounts under the
limits to which the Distributor is, or may become, subject under Rule
2830 of the NASD Conduct Rules.
(e) Under the Plan, payments may be made to Recipients: (i) by
OppenheimerFunds, Inc. ("OFI") from its own resources (which may
include profits derived from the advisory fee it receives from the
Fund), or (ii) by the Distributor (a subsidiary of OFI), from its own
resources, from Asset-Based Sales Charge payments or from its
borrowings.
(f) Notwithstanding any other provision of this Plan, this Plan
does not obligate or in any way make the Fund liable to make any
payment whatsoever to any person or entity other than directly to the
Distributor. In no event shall the amounts to be paid to the
Distributor exceed the rate of fees to be paid by the Fund to the
Distributor set forth in paragraph (a) of this section 3.
4. Selection and Nomination of Trustees. While this Plan is in
effect, the selection and nomination of those persons to be Trustees of
the Fund who are not "interested persons" of the Fund ("Disinterested
Trustees") shall be committed to the discretion of such Disinterested
Trustees. Nothing herein shall prevent the Disinterested Trustees from
soliciting the views or the involvement of others in such selection or
nomination if the final decision on any such selection and nomination
is approved by a majority of the incumbent Disinterested Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide written reports to the Fund's Board for its review,
detailing services rendered in connection with the distribution of the
Shares, the amount of all payments made and the purpose for which the
payments were made. The reports shall be provided quarterly, and shall
state whether all provisions of Section 3 of this Plan have been
complied with.
6. Related Agreements. Any agreement related to this Plan shall be
in writing and shall provide that: (i) such agreement may be terminated
at any time, without payment of any penalty, by a vote of a majority of
the Independent Trustees or by a vote of the holders of a "majority"
(as defined in the 1940 Act) of the Fund's outstanding voting
securities of the Class, on not more than sixty days' written notice to
any other party to the agreement; (ii) such agreement shall
automatically terminate in the event of its "assignment" (as defined in
the 1940 Act); (iii) it shall go into effect when approved by a vote of
the Board and its Independent Trustees cast in person at a meeting
called for the purpose of voting on such agreement; and (iv) it shall,
unless terminated as herein provided, continue in effect from year to
year only so long as such continuance is specifically approved at least
annually by a vote of the Board and its Independent Trustees cast in
person at a meeting called for the purpose of voting on such
continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Board and its Independent Trustees
cast in person at a meeting called on March 16, 1995, for the purpose
of voting on this Plan, and shall take effect as of the date first set
forth above, at which time it shall replace the Fund's Distribution and
Service Plan for the Shares dated July 17, 1995. Unless terminated as
hereinafter provided, it shall continue in effect until December 31,
1997 and from year to year thereafter or as the Board may otherwise
determine only so long as such continuance is specifically approved at
least annually by a vote of the Board and its Independent Trustees cast
in person at a meeting called for the purpose of voting on such
continuance. This Plan may not be amended to increase materially the
amount of payments to be made, without approval of the Class B
Shareholders in the manner described above, and all material amendments
must be approved by a vote of the Board and of the Independent
Trustees. This Plan may be terminated at any time by vote of a
majority of the Independent Trustees or by the vote of the holders of a
"majority" (as defined in the 1940 Act) of the Fund's outstanding
voting securities of the Class. In the event of such termination, the
Board and its Independent Trustees shall determine whether the
Distributor shall be entitled to payment from the Fund of all or a
portion of the Service Fee and/or the Asset-Based Sales Charge in
respect of Shares sold prior to the effective date of such termination.
8. Disclaimer of Shareholder and Trustee Liability. The Distributor
understands that the obligations of the Fund under this Plan are not
binding upon any Trustee or shareholder of the Fund
personally, but bind only the Fund and the Fund's property. The
Distributor represents that it has notice of the provisions of the
Declaration of Trust of the Fund disclaiming shareholder and Trustee
liability for acts or obligations of the Fund.
Oppenheimer Global Fund
By:
---------------------------------
OppenheimerFunds Distributor, Inc.
By:
----------------------------------
<PAGE>
Preliminary Copy
Oppenheimer Global Fund Proxy for Shareholders Meeting to
Class A Shares be held February 20, 1997
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 Global Fund - Class A Shares
Proxy For Shareholders Meeting to be held February 20, 1997
The undersigned shareholder of Oppenheimer Global Fund (the
"Fund"), does hereby appoint Robert Bishop, George C. Bowen, Andrew J.
Donohue and Scott Farrar, and each of them, as attorneys-in-fact and
proxies of the undersigned, with full power of substitution, to attend
the Meeting of Shareholders of the Fund to be held February 20, 1997,
at 6801 South Tucson Way, Englewood, Colorado 80111 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.
Proxy solicited on behalf of the Board of Trustees, which recommends a
vote FOR the election of all nominees for Trustee and FOR each proposal
on the reverse side. The shares represented hereby will be voted as
indicated on the reverse side or FOR if no choice is indicated.
(over)
330
Oppenheimer Global Fund Proxy for Shareholders Meeting to
Class A Shares be held February 20, 1997
Your shareholder Your prompt response can save your
vote is important! Fund money.
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.
(OVER)
1. Election of Trustees
____ For all nominees listed _____ Withhold authority to
except as marked to the vote for all nominees
contrary at left. listed at left.
B. Macaskill R. Galli L. Levy B. Lipstein
(A) (B) (C) (D)
E. Moynihan K. Randall E. Regan R. Reynolds
(E) (F) (G) (H)
D. Spiro P. Trigere C. Yeutter
(I) (J) (K)
Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.
2. Ratification of selection of KPMG Peat Marwick LLP as independent
auditors (Proposal No. 1)
For ____ Against ____ Abstain ____
3. Approval of Investment Advisory Agreement (Proposal No. 2)
For ____ Against ____ Abstain ____
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: ______________________, 1997
(Month) (Day)
____________________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this ballot.
330
<PAGE>
Preliminary Copy
Oppenheimer Global Fund Proxy for Shareholders Meeting to
Class B Shares be held February 20, 1997\
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 Global Fund - Class B Shares
Proxy For Shareholders Meeting to be held February 20, 1997
The undersigned shareholder of Oppenheimer Global Fund (the
"Fund"), does hereby appoint Robert Bishop, George C. Bowen, Andrew J.
Donohue and Scott Farrar, and each of them, as attorneys-in-fact and
proxies of the undersigned, with full power of substitution, to attend
the Meeting of Shareholders of the Fund to be held February 20, 1997,
at 6801 South Tucson Way, Englewood, Colorado 80111 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.
Proxy solicited on behalf of the Board of Trustees, which recommends a
vote FOR the election of all nominees for Trustee and FOR each proposal
on the reverse side. The shares represented hereby will be voted as
indicated on the reverse side or FOR if no choice is indicated.
(over)
331
Oppenheimer Global Fund Proxy for Shareholders Meeting to
Class B Shares be held February 20, 1997
Your shareholder Your prompt response can save your
vote is important! Fund money.
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.
(OVER)
1. Election of Trustees
____ For all nominees listed _____ Withhold authority to
except as marked to the vote for all nominees
contrary at left. listed at left.
B. Macaskill R. Galli L. Levy B. Lipstein
(A) (B) (C) (D)
E. Moynihan K. Randall E. Regan R. Reynolds
(E) (F) (G) (H)
D. Spiro P. Trigere C. Yeutter
(I) (J) (K)
Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.
2. Ratification of selection of KPMG Peat Marwick LLP as independent
auditors (Proposal No. 1)
For ____ Against ____ Abstain ____
3. Approval of Investment Advisory Agreement (Proposal No. 2)
For ____ Against ____ Abstain ____
4. Approval of proposed Class B 12b-1 Service Plan (Proposal No. 3)
For ____ Against ____ Abstain ____
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: ______________________, 1997
(Month) (Day)
____________________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this ballot.
331
<PAGE>
Preliminary Copy
Oppenheimer Global Fund Proxy for Shareholders Meeting to
Class C Shares be held February 20, 1997
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 Global Fund - Class C Shares
Proxy For Shareholders Meeting to be held February 20, 1997
The undersigned shareholder of Oppenheimer Global Fund (the
"Fund"), does hereby appoint Robert Bishop, George C. Bowen, Andrew J.
Donohue and Scott Farrar, and each of them, as attorneys-in-fact and
proxies of the undersigned, with full power of substitution, to attend
the Meeting of Shareholders of the Fund to be held February 20, 1997,
at 6801 South Tucson Way, Englewood, Colorado 80111 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.
Proxy solicited on behalf of the Board of Trustees, which recommends a
vote FOR the election of all nominees for Trustee and FOR each proposal
on the reverse side. The shares represented hereby will be voted as
indicated on the reverse side or FOR if no choice is indicated.
(over)
332
Oppenheimer Global Fund Proxy for Shareholders Meeting to
Class C Shares be held February 20, 1997
Your shareholder Your prompt response can save your
vote is important! Fund money.
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.
(OVER)
1. Election of Trustees
____ For all nominees listed _____ Withhold authority to
except as marked to the vote for all nominees
contrary at left. listed at left.
B. Macaskill R. Galli L. Levy B. Lipstein
(A) (B) (C) (D)
E. Moynihan K. Randall E. Regan R. Reynolds
(E) (F) (G) (H)
D. Spiro P. Trigere C. Yeutter
(I) (J) (K)
Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.
2. Ratification of selection of KPMG Peat Marwick LLP as independent
auditors (Proposal No. 1)
For ____ Against ____ Abstain ____
3. Approval of Investment Advisory Agreement (Proposal No. 2)
For ____ Against ____ Abstain ____
4. Approval of proposed Class C 12b-1 Service Plan (Proposal No. 3)
For ____ Against ____ Abstain ____
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: ______________________, 1997
(Month) (Day)
____________________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this ballot.
332
