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:
/ / Preliminary proxy statement
/ X / 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:
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 6803 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 6, 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 February 20, 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 6803 South Tucson Way, Englewood, Colorado,
80111, at 10:00 A.M., Denver time, on February 20, 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 79,274,381.967 shares of the Fund issued and
outstanding, consisting of 63,970,824.255 Class A shares, 14,756,964.261
Class B shares and 546,593.451 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 Developing Markets Fund,
Oppenheimer Series Fund, Inc., 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* Vice Chairman of the Manager; formerly16,039.156
first became a he held the following positions: President
Trustee in 1993 and Counsel of Oppenheimer Acquisition
Age: 63 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 9,284.661
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
</TABLE> Earth News) and Spy Magazine, L.P.
_______________________
* 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 the26,783.392
first became a Manager; Chairman and a Director of SSI
Trustee in 1995 and SFSI, President and a Director of
Age 48 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 Corporation65.519
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. (corporate governance consulting); a
Trustee in 1989 director of Professional Staff Limited (U.K.);
Age: 65 a trustee of Mystic Seaport Museum, International House and
Greenwich Historical Society.
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
</TABLE> of Finance, Adelphi University.
_______________
**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
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 BenefitsTotal Compensation
Compensation Accrued as Part From All
Name and From of Fund New York-based
Position Fund Expenses Oppenheimer funds1
<S> <C> <C> <S>
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 Committee 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 Trustees of the Fund.
Holders of OAC Class B and Class C common stock may put (sell) their
shares and vested options to OAC or MassMutual at a formula price (based
on earnings of the 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; Robert G. Galli and James C. Swain, Vice Chairmen; Robert C.
Doll, Executive Vice President and a director; O. Leonard Darling, Paula
Gabriele, 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, General
Counsel and a director; 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 Oppenheimer fund
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 with 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:
-----------------------------
EXHIBIT B
<TABLE>
<CAPTION>
Approximate Net Advisory Fee Rate as
Assets as of 9/30/96% of Average Annual
Name of Fund ($ Millions) Net Assets
<S> <C> <C>
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
</TABLE>
___________________________________
* 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.
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 February 10, 1994.
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:
--------------------------------------------
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.
<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:
----------------------------------
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)
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>
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)
<PAGE> 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>
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
OppenheimerFunds, Inc.
Two World Trade Center - 34th Floor
New York, NY 10048-0203
December 1996
Dear Oppenheimer Global Fund Shareholder:
We have scheduled a shareholder meeting in February for you to decide
upon some important proposals for the Fund. Your ballot card and a
detailed statement of the issues are enclosed with this letter.
Your vote is very important because these decisions can affect your
investment, and it's your chance to help shape the policies of the Fund.
So we urge you to consider these issues carefully and to make your vote
count.
How do you vote?
To vote, simply complete the ballot by marking your choices, sign it,
and return it in the postage-paid envelope provided. Remember, it can be
expensive for the Fund -- a portion of which is owned by you as a
shareholder -- to remail ballots if not enough responses are received to
conduct the meeting.
What are the issues?
After consideration, the Board of Trustees, which represents your
interests in the day-to-day management of the Fund, recommends approval
of the following items:
Election of Trustees. There are eleven Trustees up for reelection in
February. You will find detailed information on the members of the Board
in the enclosed proxy statement.
Ratification of Auditors. Each year, outside auditors are employed to
review the Fund's annual financial statements, as explained in the proxy
statement.
Approval of Investment Advisory Agreement. The Fund's Investment Advisory
Agreement establishes the Manager's responsibility for day-to-day
management of the Fund, including managing the Fund's investments,
adherence to investment policies and arranging for the purchase and sale
of securities. The Agreement also requires the Manager to maintain
effective administration and recordkeeping for the Fund. Please read the
enclosed proxy statement for complete details.
Changes in Distribution Plan for Class B Shares (Class B Shareholders
Only).
Currently, the Fund's distributor is reimbursed for a portion of its
distribution expenses from the service fee and the asset-based sales
charge. Your approval is requested to change the way the distributor is
paid so that it is compensated for its distribution efforts at the same
rate. This is a common type of plan in the mutual fund industry. Any
distribution costs in excess of that rate will be the responsibility of
the distributor. Please see the proxy statement for further detail.
Approval of Distribution Plan for Class C Shares (Class C Shareholders
Only). You are asked to approve the Fund's current Class C 12b-1
Distribution and Service Plan in which the Fund pays an asset-based sales
charge of 0.75% per year for distribution services and a service fee of
0.25% per year to cover service and maintenance of shareholder accounts.
Both fees are computed on the net assets of the Fund's Class C shares.
Please see the proxy statement for further detail.
Please contact your financial advisor or call us at 1-800-525-7048
if you have any questions.
As always, we appreciate your confidence in OppenheimerFunds and
thank you for allowing us to manage a portion of your investment assets.
Sincerely,
/s/ Bridget A. Macaskill
------------------------
Bridget A. Macaskill
Enclosures
