Registration No. 2-49887
File No. 811-2454
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. __ / /
POST-EFFECTIVE AMENDMENT NO. 54 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
AMENDMENT N0. 24 / X /
OPPENHEIMER MONEY MARKET FUND, INC.
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(Exact Name of Registrant as Specified in Charter)
3410 South Galena Street, Denver, Colorado 80231
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(Address of Principal Executive Offices)
(303) 671-3200
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(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
Two World Trade Center, New York, New York 10048-0203
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box):
/ / Immediately upon filing pursuant to paragraph (b)
/ X / On May 1, 1995, pursuant to paragraph (b)
/ / On _________________, pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / On _________, pursuant to paragraph (a)(2) of
Rule 485
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's
fiscal year ended December 31, 1994 was filed on February 27, 1995.
<PAGE>
FORM N-1A
OPPENHEIMER MONEY MARKET FUND, INC.
Cross Reference Sheet
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Part A of
Form N-1A
Item No. Prospectus Heading
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1 Front Cover Page
2 Expenses; Brief Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; How the Fund is Managed -- Organization and
History; Investment Objective and Policies
5 How the Fund is Managed; Back Cover; Expenses
6 How the Fund is Managed -- Organization and History; The
Transfer Agent; Dividends, Capital Gains and Taxes
7 Shareholder Account Rules and Policies; How to Buy Shares; How
to Exchange Shares; How to Sell Shares
8 How to Sell Shares; Special Investor Services
9 *
Part B of
Form N-1A
Item No. Statement of Additional Information Heading
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10 Back Cover
11 Back Cover
12 *
13 Investment Objective and Policies; Other Investment Techniques
and Strategies; Additional Investment Restrictions
14 How the Fund is Managed - Directors and Officers of the Fund
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed
17 How the Fund is Managed
18 Additional Information About the Fund
19 Your Investment Account; How to Buy Shares; How to Sell
Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Additional Information about the
Fund; The Distributor
22 Performance of the Fund
23 Financial Statements
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* Not applicable or negative answer.
<PAGE>
OPPENHEIMER
Money Market Fund, Inc.
Prospectus dated May 1, 1995
Oppenheimer Money Market Fund, Inc. (the "Fund") is a no-load "money
market" mutual fund. As its objective, the Fund seeks the maximum current
income that is consistent with stability of principal. The Fund seeks to
achieve this objective by investing in "money market" securities meeting
specific credit quality standards. Please refer to "Investment Objective
and Policies" for more information about the types of securities the Fund
invests in.
An investment in the Fund is neither insured nor guaranteed by the
U.S. Government. While the Fund seeks to maintain a stable net asset
value of $1.00 per share, there can be no assurance that the Fund will be
able to do so.
This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it
for future reference. You can find more detailed information about the
Fund in the May 1, 1995, Statement of Additional Information. For a free
copy, call Oppenheimer Shareholder Services, the Fund's Transfer Agent,
at 1-800-525-7048, or write to the Transfer Agent at the address on the
back cover. The Statement of Additional Information has been filed with
the Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).
(OppenheimerFunds logo)
Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, and are not insured by the FDIC or any other
agency, and involve investment risks, including the possible loss of the
principal amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
Contents
ABOUT THE FUND
Expenses
A Brief Overview of the Fund
Financial Highlights
Investment Objective and Policies
How the Fund is Managed
Performance of the Fund
ABOUT YOUR ACCOUNT
How to Buy Shares
Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
How to Sell Shares
By Mail
By Telephone
By Wire
By Checkwriting
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends and Taxes
<PAGE>
ABOUT THE FUND
Expenses
The Fund pays a variety of expenses directly for management of its
assets, administration and other services, and those expenses are
subtracted from the Fund's assets to calculate the Fund's net asset value
per share. All shareholders pay those expenses indirectly. The following
tables are provided to help you understand your direct expenses of
investing in the Fund and your share of the Fund's business operating
expenses that you will bear indirectly. The calculations below are based
on the Fund's expenses during its last fiscal year ended December 31,
1994.
- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of a mutual fund. The Fund has no sales charges to buy
shares. Please refer to "About Your Account" for more information.
Maximum Sales Charge on Purchases None
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Sales Charge on Reinvested Dividends None
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Redemption Fees None(1)
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Exchange Fee None
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(1) There is a $10 transaction fee for redemptions paid by Federal Funds
wire, but not for redemptions paid by check or by ACH wire through
AccountLink, or for which checkwriting privileges are used (see "How to
Sell Shares").
- Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business. For example,
the Fund pays management fees to its investment adviser, Oppenheimer
Management Corporation (which is referred to in this Prospectus as the
"Manager"). The rates of the Manager's fees are set forth in "How the
Fund is Managed," below. The Fund has other regular expenses for
services, such as transfer agent fees, custodial fees paid to the bank
that holds its portfolio securities, audit fees and legal expenses. Those
expenses are detailed in the Fund's Financial Statements in the Statement
of Additional Information.
The numbers in the chart below are projections of the Fund's business
expenses based on the Fund's expenses in its last fiscal year. These
amounts are shown as a percentage of the average net assets of the Fund
for that year. The actual expenses in future years may be more or less
than the numbers in the chart, depending on a number of factors, including
the actual value of the Fund's assets.
Management Fees 0.44%
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12b-1 Distribution Plan Fees None
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Other Expenses 0.38%
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Total Fund Operating Expenses 0.82%
- Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below. Assume that you make a $1,000 investment in shares of the Fund,
and the Fund's annual return is 5%, and that its operating expenses are
the ones shown in the Annual Fund Operating Expenses chart above. If you
were to redeem your shares at the end of each period shown below, your
investment would incur the following expenses by the end of each period
shown:
1 year 3 years 5 years 10 years
- -------------------------------------------------------------
$8 $26 $46 $101
These examples show the effect of expenses on an investment, but are
not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which will vary.
A Brief Overview Of The Fund
Some of the important facts about the Fund are summarized below, with
references to the section of this Prospectus where more complete
information can be found. You should carefully read the entire Prospectus
before making a decision about investing in the Fund. Keep the Prospectus
for reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.
- What Is The Fund's Investment Objective? The Fund's objective is
to seek the maximum current income that is consistent with stability of
principal.
- What Does The Fund Invest In? The Fund invests in high-quality
money market securities. These are short-term highly liquid securities
that meet specific credit quality standards under the Investment Company
Act of 1940. Because of their large denominations, money market
investments are generally unavailable to the smaller investor. The money
market securities the Fund invests in may include U.S. Government
securities, repurchase agreements, certificates of deposit and high
quality commercial paper issued by companies. These and other types of
money market securities are described in "Investment Objective and
Policies" starting on page 8.
- Who Manages The Fund? The Fund's investment adviser (the
"Manager") is Oppenheimer Management Corporation, which (including a
subsidiary) manages investment company portfolios currently having over
$30 billion in assets. The Manager is paid an advisory fee by the Fund,
based on its assets. The Fund's portfolio manager, who is employed by the
Manager and who is primarily responsible for the selection of the Fund's
securities, is Carol E. Wolf. The Fund's Board of Directors, elected by
shareholders, oversees the investment adviser and the portfolio manager.
Please refer to "How the Fund is Managed," starting on page 13 for more
information about the Manager and its fees.
- How Risky Is The Fund? All investments carry risks to some
degree. Money market funds in general are relatively conservative
investments. The Fund attempts to maintain a stable share price of $1.00,
but there is no guarantee it will do so. While money market securities
are debt securities that may be affected by changes in interest rates,
because of their short maturity and liquidity, their prices are less
sensitive to interest rate changes than longer-term debt securities.
Fluctuations in value of the Fund's securities will not generally result
in gains or losses to the Fund since the Fund usually holds securities to
their maturity. While the Fund is a conservative investment for those
seeking income, liquidity and stability of principal, it is important to
note that the Fund's shares are not guaranteed by the U.S. Government or
insured by the FDIC.
- How Can I Buy Shares? You can buy shares through your dealer or
financial institution, or you can purchase shares directly through the
Distributor by completing an Application or by using Federal Funds wires
or an Automatic Investment Plan under AccountLink. Please refer to "How
to Buy Shares" starting on page 15 for more details.
- Will I Pay A Sales Charge To Buy Shares? No. Shares of the Fund
are sold at their net asset value, without sales charge. Normally, the
net asset value is $1.00 per share. There can be no assurance, however,
that the Fund's net asset value will not vary.
- How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer or by writing a check against your Fund account, or by wire to a
previously designated bank account. Please refer to "How to Sell Shares"
starting on page 18.
- How Has The Fund Performed? The Fund measures its performance by
quoting its "yield" and "compounded effective yield," which measure
historical performance. Those yields can be compared to the yields of
other money market funds. Please remember that past performance does not
guarantee future results.
Financial Highlights
The table on the following pages presents selected financial information
about the Fund, including per share data and expense ratios and other data
based on the Fund's average net assets. This information has been audited
by KPMG Peat Marwick LLP, the Fund's independent auditors, whose report
on the Fund's financial statements for the fiscal year ended December 31,
1994, is included in the Statement of Additional Information.
<TABLE>
<CAPTION>
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Financial Highlights
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Year Ended December 31,
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
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<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C>
Per Share Operating Data:
Net asset value, beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
$ 1.00
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Income from investment operations--
net investment income and net
realized gain on investments .04 .03 .03 .06 .08 .08 .07 .06 .06 .07
- ------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions
to shareholders (.04) (.03) (.03) (.06) (.08) (.08) (.07) (.06) (.06) (.07)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
$ 1.00
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====================
Ratios/Supplemental Data:
Net assets, end of year
(in millions) $929 $611 $692 $899 $1,082 $940 $794 $718 $744
$738
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Average net assets (in millions) $804 $653 $811 $1,003 $1,033 $873 $713 $620 $752
$1,026
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Number of shares outstanding
at end of year (in millions) 929 611 692 899 1,082 940 794 718 744 738
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Ratios to average net assets:
Net investment income 3.79% 2.65% 3.42% 5.66% 7.66% 8.55% 6.98% 6.04%
6.12% 7.56%
Expenses .82% .87% .88% .77% .74% .78% .80% .86% .77%
.77%
See accompanying Notes to Financial Statements.
</TABLE>
<PAGE>
Investment Objective and Policies
Objective. The Fund invests its assets to seek the maximum current income
that is consistent with stability of principal.
Investment Policies and Strategies. In seeking its objective, the Fund
invests in short-term money market securities meeting quality standards
consistent with Rule 2a-7 under the Investment Company Act of 1940. While
those standards are intended to help the Fund maintain a stable share
value, there can be no assurance that the Fund's net asset value will not
vary from $1.00 per share or that the Fund will achieve its investment
objective.
- Money Market Securities in Which the Fund Invests. The following
is a brief description of the types of money market securities in which
the Fund may invest:
- U.S. Government Securities. These include obligations issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities. These may include direct obligations of the U.S.
Treasury, such as Treasury bills, notes and bonds. Other U.S. Government
Securities are supported by the full faith and credit of the United
States, such as pass-through certificates issued by the Government
National Mortgage Association. Others may be supported by the right of
the issuer to borrow from the U.S. Treasury, such as securities of Federal
Home Loan Banks. Others may be supported only by the credit of the
instrumentality, such as obligations of the Federal National Mortgage
Association.
- Bank Obligations and Instruments Secured By Them. These include
time deposits, certificates of deposit and bankers' acceptances. They
must be obligations of a domestic bank with total assets of at least $1
billion or U.S. dollar-denominated obligations of a foreign bank with
total assets of at least U.S. $1 billion. The Fund may also invest in
instruments secured by these types of bank obligations, such as
separately-issued bank debt which is guaranteed by the bank. The term
"bank" includes commercial banks, savings banks, and savings and loan
associations, which may or may not be members of the Federal Deposit
Insurance Corporation ("FDIC"). The term "foreign bank" includes foreign
branches of U.S. banks ( which may be issuers of "Eurodollar" money market
instruments), U.S. branches and agencies of foreign banks (which may be
issuers of "Yankee dollar" instruments), and foreign branches of foreign
banks.
- Commercial Paper. Commercial paper is a short-term, unsecured
promissory note of a domestic or foreign company. The Fund's purchase of
commercial paper is limited to an issuer's direct obligations that at the
time of the Fund's purchase of them are Eligible Securities (defined
below). They also must be rated by at least one Rating Organization (this
term is also defined below) in one of the two highest rating categories
for short-term debt securities. They may also be an issuer's unrated
securities judged by the Manager to be comparable to these other types of
rated securities.
- Corporate Obligations. The Fund may invest in corporate debt
obligations, other than commercial paper, that at the time of the Fund's
purchase of the obligations are Eligible Securities that are rated by at
least one Rating Organization in one of the two highest rating categories
for short-term debt securities. They may include comparable unrated
securities.
- Other Money Market Obligations. The Fund may invest in money
market obligations other than those listed above if they are subject to
repurchase agreements or guaranteed as to their principal and interest by
a domestic bank having total assets in excess of $500 million or by a
corporation whose commercial paper may be purchased by the Fund.
- Board-Approved Money Market Instruments. These are U.S. dollar-
denominated short-term investments that the Fund's Board of Directors
determines present minimal credit risks and which are of "high quality"
as determined by any Rating Organization. They may also include an
instrument that is not rated, if the Board determines that it is of
comparable quality to an instrument that is an "Eligible Security." This
determination is made in light of the restrictions imposed by Rule 2a-7,
described below. Currently, Board-approved instruments in which the Fund
may invest include dollar-denominated obligations of foreign banks payable
in the U.S. or in London, England, floating or variable rate demand notes,
asset-backed securities, and bank loan participation agreements (subject
to restrictions adopted by the Board). The Board may change its
restrictions as to these investments from time to time.
- Interest Rate Risk. The market value of the securities held by the
Fund may be affected by changes in general interest rates. The current
value of debt securities varies inversely with changes in prevailing
interest rates. If interest rates increase after a security is purchased,
that security would normally decline in value. If interest rates decrease
after a security is purchased, its value would rise. However, those
fluctuations in value will not generally result in realized gains or
losses to the Fund since the Fund does not usually intend to dispose of
securities prior to their maturity. A debt security held to maturity is
redeemable by its issuer at full principal value plus accrued interest.
The Fund may dispose of a portfolio security prior to its maturity if the
Fund believes such disposition advisable or if the Fund needs to generate
cash to satisfy redemptions. In such cases, the Fund may realize a
capital gain or loss.
- Portfolio Quality and Diversification. Under Rule 2a-7 of the
Investment Company Act, the Fund uses the amortized cost method to value
its portfolio securities to determine the Fund's net asset value per
share. Rule 2a-7 places restrictions on a money market fund's
investments. Under the Rule, the Fund may purchase only those securities
that the Manager, under Board-approved procedures, has determined have
minimal credit risks and are "Eligible Securities."
An "Eligible Security" is one that has been rated in one of the two
highest short-term rating categories by any two "nationally-recognized
statistical rating organizations" (as defined in the Rule) (these are
referred to as "Rating Organizations"), or, if only one Rating
Organization has rated that security, it must have been rated in one of
the two highest rating categories by that Rating Organization. An unrated
security that is judged by the Manager to be of comparable quality to
"Eligible Securities" rated by Rating Organizations may also be an
"Eligible Security."
Rule 2a-7 permits the Fund to purchase any number of "First Tier
Securities." These are Eligible Securities rated in the highest rating
category for short-term debt obligations by at least two Rating
Organizations, or, if only one Rating Organization has rated a particular
security, by that Rating Organization. Comparable unrated securities may
also be First Tier Securities. Under Rule 2a-7, the Fund may invest only
up to 5% of its assets in "Second Tier Securities," which are Eligible
Securities that are not "First Tier Securities."
In addition to the overall 5% limit on Second Tier Securities, the
Fund may not invest more than (i) 5% of its total assets in the securities
of any one issuer (other than the U.S. Government, its agencies or
instrumentalities) or (ii) 1% of its total assets or $1 million (whichever
is greater) in Second Tier Securities of any one issuer. The Fund's Board
of Directors must approve or ratify the purchase of Eligible Securities
that are unrated or are rated by only one Rating Organization.
Additionally, under Rule 2a-7, the Fund must maintain a dollar-weighted
average portfolio maturity of no more than 90 days, and the maturity of
any single portfolio investment may not exceed 397 days. The Board
regularly reviews reports from the Manager to show the Manager's
compliance with the Fund's procedures and with the Rule.
Appendix A of the Statement of Additional Information contains
descriptions of the rating categories of Rating Organizations. Ratings
at the time of purchase will determine whether securities may be acquired
under the restrictions described above. Subsequent downgrades in ratings
may require the Manager to reassess the credit risks presented by a
security and may require its sale. The rating restrictions described in
this Prospectus do not apply to banks in which the Fund's cash is kept.
- Can the Fund's Investment Objective and Policies Change? The Fund
has an investment objective, described above, as well as investment
policies it follows to try to achieve its objective. Additionally, the
Fund uses certain investment techniques and strategies in carrying out
those investment polices. The Fund's investment policies and techniques
are not "fundamental" unless this Prospectus or the Statement of
Additional Information says that a particular policy is "fundamental."
The Fund's investment objective is a fundamental policy.
Fundamental policies are those that cannot be changed without the
approval of a "majority" of the Fund's outstanding voting shares. The term
"majority" is defined in the Investment Company Act to be a particular
percentage of outstanding voting shares (and this term is explained in the
Statement of Additional Information). The Fund's Board of Directors may
change non-fundamental policies without shareholder approval, although
significant changes will be described in amendments to this Prospectus.
Other Investment Techniques and Strategies. The Fund may also use the
investment techniques and strategies described below. These techniques
involve investment risks. The Statement of Additional Information
contains more information about these practices, including limitations on
their use that are designed to reduce some of the risks.
- Floating Rate/Variable Rate Notes. The Fund may purchase notes
with floating or variable interest rates. Variable rates are adjustable
at stated periodic intervals. Floating rates are adjusted automatically
according to a specified market index for such investments, such as the
prime rate of a bank. If the maturity of these notes is greater than 397
days, they may be purchased if they have a demand feature permitting the
Fund to recover the principal amount of the note on not more than thirty
days' notice at any time, or at specified times not exceeding 397 days.
- Obligations of Foreign Banks and Foreign Branches of U.S. Banks.
Because the Fund may invest in U.S. dollar-denominated securities of (1)
foreign banks that are payable in the U.S. or in London, England and (2)
foreign branches of U.S. banks, the Fund may be subject to additional
investment risks different from those incurred by an investment company
that invests only in debt obligations of domestic branches of U.S. banks.
These risks may include future political and economic developments of the
country in which the bank or branch is located, possible imposition of
withholding taxes on interest income payable on the securities, possible
seizure or nationalization of foreign deposits, the possible establishment
of exchange control regulations or the adoption of other governmental
restrictions that might affect the payment of principal and interest on
those securities. Additionally, not all U.S. and state banking laws and
regulations applicable to domestic banks (relating to maintenance of
reserves, loan limits and financial soundness) apply to foreign branches
of domestic banks, and none of those regulations apply to foreign banks.
- Bank Loan Participation Agreements. The Fund may invest in bank
loan participation agreements that provide the Fund an undivided interest
in a loan made by the issuing bank in the proportion the Fund's interest
bears to the total principal amount of the loan. The Fund looks to the
creditworthiness of the borrower obligated to make principal and interest
payments on the loan. These investments are subject to the provisions of
Rule 2a-7 and the Fund's limitation on investing in "illiquid securities,"
below.
- Asset-Backed Securities. The Fund may invest in asset-backed
securities, which are fractional interests in pools of consumer loans and
other trade receivables. They are issued by trusts and special purpose
corporations. They are backed by a pool of assets, such as credit card
or auto loan receivables, which are the obligations of a number of
different parties. The income from the underlying pool is passed through
to holders, such as the Fund.
These securities are frequently supported by a credit enhancement,
such as a letter of credit, a guarantee or a preference right. However,
the credit enhancement generally applies to only a fraction of the
security's value. The Fund's investment in those securities is subject
to Rule 2a-7, as described above. A risk of these securities is that the
issuer of the security may have no security interest in the related
collateral.
- Loans of Portfolio Securities. To attempt to increase its income,
the Fund may lend its portfolio securities to brokers, dealers and other
financial institutions. These loans are limited to no more than 10% of
the value of the Fund's total assets and are subject to other conditions
described in the Statement of Additional Information. There are some
risks in lending securities. The Fund could experience a delay in
receiving additional collateral to secure a loan, or a delay in recovering
the loaned securities. The Fund presently does not intend to lend its
securities, but if it does, the value of securities loaned is not expected
to exceed 5% of the value of the Fund's total assets.
- Repurchase Agreements. The Fund may enter into repurchase
agreements. In a repurchase transaction, the Fund buys a security and
simultaneously sells it to the vendor for delivery at a future date.
Repurchase agreements must be fully collateralized. However, if the vendor
fails to pay the resale price on the delivery date, the Fund may incur
costs in disposing of the collateral and may experience losses if there
is any delay in its ability to do so. The Fund will not enter into a
repurchase agreement that will cause more than 10% of its net assets to
be subject to repurchase agreements maturing in more than seven days.
There is no limit on the amount of the Fund's net assets that may be
subject to repurchase agreements of seven days or less.
- Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Directors, the Manager
determines the liquidity of certain of the Fund's investments. Investments
may be illiquid because of the absence of an active trading market, making
it difficult to value them or dispose of them promptly at an acceptable
price. A restricted security is one that has a contractual restriction on
its resale or which cannot be sold publicly until it is registered under
the Securities Act of 1933. The Fund will not invest more than 10% of its
net assets in illiquid or restricted securities. Certain restricted
securities, eligible for resale to qualified institutional purchasers, are
not subject to that limit.
Other Investment Restrictions. The Fund has other investment restrictions
which are fundamental policies. Under these fundamental policies, the
Fund cannot do any of the following: (1) invest more than 5% of its total
assets in securities of any issuer (except the U.S. Government or its
agencies or instrumentalities); (2) concentrate investments in any
particular industry; therefore the Fund will not purchase the securities
of companies in any one industry if more than 25% of the value of the
Fund's total assets would consist of securities of companies in that
industry; except for obligations of foreign branches of domestic banks,
or obligations issued or guaranteed by foreign banks, the investments set
forth in "U.S. Government Securities" and "Bank Obligations and
Instruments Secured By Them" under "Investment Objective and Policies" are
not included in this limitation; (3) make loans, except through the
purchase of the types of debt securities listed under "Investment
Objective and Policies" or through repurchase agreements; the Fund may
also lend securities as described above under "Loans of Portfolio
Securities"; (4) borrow money in excess of 5% of the value of its total
assets; the Fund may borrow only as a temporary measure for extraordinary
or emergency purposes and no assets of the Fund may be pledged, mortgaged
or assigned to secure a debt; and (5) invest more than 5% of the value of
its total assets in securities of companies that have operated less than
three years, including the operations of predecessors.
All of the percentage restrictions described above (except those
restricting borrowing money) and elsewhere in this Prospectus apply only
at the time the Fund purchases a security, and the Fund need not dispose
of a security merely because the size of the Fund's assets has changed or
the security has increased in value relative to the size of the Fund.
There are other fundamental policies discussed in the Statement of
Additional Information.
How the Fund is Managed
Organization and History. The Fund was incorporated in Maryland in 1973.
The Fund is a diversified, open-end management investment company.
The Fund is governed by a Board of Directors, which is responsible
for protecting the interests of shareholders under Maryland law. The
Directors meet periodically throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager.
"Directors and Officers of the Fund" in the Statement of Additional
Information names the Directors and provides more information about them
and the officers of the Fund. Although the Fund is not required by law
to hold annual meetings, it may hold shareholder meetings from time to
time on important matters, and shareholders have the right to call a
meeting to remove a Director or to take other action described in the
Fund's Articles of Incorporation.
The Manager and Its Affiliates. The Fund is managed by the Manager,
Oppenheimer Management Corporation, which is responsible for selecting the
Fund's investments and handles its day-to-day business. The Manager
carries out its duties, subject to the policies established by the Board
of Directors, under an Investment Advisory Agreement that states the
Manager's responsibilities. The agreement sets forth the fees paid by the
Fund to the Manager and describes the expenses that the Fund is
responsible to pay to conduct its business.
The Manager has operated as an investment adviser since 1959. The
Manager (including a subsidiary) currently manages investment companies,
including other OppenheimerFunds, with assets of more than $30 billion as
of March 31, 1995, and with more than 2.4 million shareholder accounts.
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company.
- Portfolio Manager. The Manager has designated a Portfolio Manager
as the person principally responsible for the day to day management of the
Fund's portfolio. Carol E. Wolf has been the principal portfolio manager
since November, 1988. She also serves as a Vice President of the Fund.
Ms. Wolf is also an officer of Centennial Asset Management Corporation,
an investment adviser subsidiary of the Manager, and is an officer and
portfolio manager of other OppenheimerFunds.
- Fees and Expenses. Under the Investment Advisory Agreement, the
Fund pays the Manager the following annual fees, which decline on
additional assets as the Fund grows: 0.45% of the first $500 million of
aggregate net assets, 0.425% of the next $500 million, 0.40% of the next
$500 million, and 0.375% of net assets in excess of $1.5 billion. The
Fund's management fee for its last fiscal year was 0.44% of the Fund's
average annual net assets.
The Fund pays expenses related to its daily operations, such as
custodian fees, Directors' fees, transfer agency fees, legal and auditing
costs. Those expenses are paid out of the Fund's assets and are not paid
directly by shareholders, but are indirectly borne by shareholders through
their investment. More information about the Investment Advisory Agreement
and the other expenses paid by the Fund is contained in the Statement of
Additional Information.
- The Distributor. The Fund's shares are sold through dealers and
brokers that have a sales agreement with Oppenheimer Funds Distributor,
Inc., a subsidiary of the Manager that acts as the Fund's Distributor.
The Distributor also distributes the shares of other mutual funds managed
by the Manager (the "OppenheimerFunds") and is sub-distributor for funds
managed by a subsidiary of the Manager.
- The Transfer Agent. The Fund's transfer agent is Oppenheimer
Shareholder Services, a division of the Manager, which acts as the
shareholder servicing agent for the Fund and the other OppenheimerFunds
on an "at-cost" basis. Shareholders should direct inquiries about their
accounts to the Transfer Agent at the address and toll-free numbers shown
below in this Prospectus and on the back cover.
Performance of the Fund
Explanation of "Yield." The Fund uses the terms "yield" and "compounded
effective yield" to illustrate its performance. This performance
information may be useful to help you see how well your investment has
done and to compare it to other money market funds.
The "yield" of the fund is the income generated by an investment in
the Fund over a seven-day period, which is then "annualized." In
annualizing, the amount of income generated by the investment during that
seven days is assumed to be generated each week over a 52-week period, and
is shown as a percentage of the investment.
The "compounded effective yield" is calculated similarly, but the
annualized income earned by an investment in the Fund is assumed to be
reinvested in additional shares. The "compounded effective yield" will
be slightly higher than the yield because of the effect of the assumed
reinvestment.
It is important to understand that the Fund's yields represent past
performance and should not be considered to be predictions of future
performance. The Fund's investment performance will vary over time,
depending on market conditions, the composition of the portfolio, and
expenses. More detailed information about how yields are calculated is
contained in the Statement of Additional Information, which also contains
information about other ways to measure and compare the Fund's
performance.
ABOUT YOUR ACCOUNT
How to Buy Shares
How Much Must You Invest? You can open a Fund account with a minimum
initial investment of $1,000 and make additional investments at any time
with as little as $25. There are reduced minimum investments under special
investment plans.
With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments of as little as $25. Subsequent purchases of at
least $25 can be made by telephone through AccountLink.
Under pension and profit-sharing plans and Individual Retirement
Accounts (IRAs), you can make an initial investment of as little as $250
(if your IRA is established under an Asset Builder Plan, the $25 minimum
applies), and subsequent investments may be as little as $25.
There is no minimum investment requirement if you are buying shares
by reinvesting dividends from the Fund or other OppenheimerFunds (a list
of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or by reinvesting distributions
from unit investment trusts that have made arrangements with the
Distributor.
- How Are Shares Purchased? You can buy shares several ways --
through any dealer, broker or financial institution that has a sales
agreement with the Distributor, or directly through the Distributor, or
automatically from your bank account through an Asset Builder Plan under
the OppenheimerFunds AccountLink service.
- Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.
- Buying Shares Through the Distributor. Complete an OppenheimerFunds
New Account Application and return it with a check payable to "Oppenheimer
Funds Distributor, Inc." Mail it to P.O. Box 5270, Denver, Colorado 80217.
If you don't list a dealer on the application, the Distributor will act
as your agent in buying the shares.
- Payment by Check. If payment is made by check in U.S. dollars
drawn on a U.S. bank, dividends will begin to accrue on the next regular
business day after the purchase order is accepted by the Distributor.
- Payment by Federal Funds Wire. Shares may be purchased by Federal
Funds wire. The minimum investment is $2,500. You must first call the
Distributor's Wire Department at 1-800-525-7041 to notify the Distributor
of the wire, and to receive further instructions.
- Guaranteed Payment. Broker-dealers that have sales agreements with
the Distributor may place purchase orders for shares on a regular business
day with the Distributor before the close of The New York Stock Exchange,
which is normally 4:00 P.M., but may be earlier on some days, and the
order will be effected that day if the broker-dealer guarantees that the
Fund's custodian bank will receive Federal Funds to pay for the purchase
by 2:00 P.M. on the next regular business day. Dividends will begin to
accrue on shares purchased in this way on the regular business day the
Federal Funds are received by the required time.
- Buying Shares Through OppenheimerFunds AccountLink. You can use
AccountLink to link your Fund account with an account at a U.S. bank or
other financial institution that is an Automated Clearing House (ACH)
member. You can then transmit funds electronically to purchase shares,
or to have the Transfer Agent send redemption proceeds, or transmit
dividends and distributions to your bank account.
Shares are purchased for your account on AccountLink on the regular
business day the Distributor is instructed by you to initiate the ACH
transfer to buy shares. You can provide those instructions automatically,
under an Asset Builder Plan, described below, or by telephone instructions
using OppenheimerFunds PhoneLink, also described below. You should
request AccountLink privileges on the Application or dealer settlement
instructions used to establish your account. Please refer to
"AccountLink," below for more details.
- Asset Builder Plans. You may purchase shares of the Fund (and up
to four other OppenheimerFunds) automatically each month from your account
at a bank or other financial institution under an Asset Builder Plan with
AccountLink. Details are on the Application and in the Statement of
Additional Information.
- At What Price Are Shares Sold? The Fund's shares may be purchased
at net asset value without sales charge. The net asset value will remain
fixed at $1.00 per share, except under extraordinary circumstances. There
can be no guarantee that the Fund will maintain a stable net asset value
of $1.00 per share.
In most cases the Distributor must receive your order by the time of
day The New York Stock Exchange closes to enable your order to be effected
that day. The close of The New York Stock Exchange is normally 4:00 P.M.,
New York time, but may be earlier on some days (all references to time in
this Prospectus mean New York time). The net asset value is determined
as of that time on each day The New York Stock Exchange is open (which is
a "regular business day"). If you buy shares through a dealer, unless
your dealer uses the "guaranteed payment" procedure described above, the
dealer must receive your order by the close of The New York Stock Exchange
on a regular business day and transmit your order and payment to the
Distributor so that it is received before the Distributor's close of
business that day, which is normally 5:00 P.M. The Distributor may reject
any purchase order for the Fund's shares, in its sole discretion.
Special Investor Services
AccountLink. OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send
money electronically between those accounts to perform a number of types
of account transactions. These include purchases of shares by telephone
(either through a service representative or by PhoneLink, described
below), automatic investments under Asset Builder Plans, and sending
dividends and distributions or Automatic Withdrawal Plan payments directly
to your bank account. Please refer to the Application for details or call
the Transfer Agent for more information.
AccountLink privileges should be requested on the Application you use
to buy shares, or on your dealer's settlement instructions if you buy your
shares through your dealer. After your account is established, you can
request AccountLink privileges on signature-guaranteed instructions to the
Transfer Agent. AccountLink privileges will apply to each shareholder
listed in the registration on your account as well as to your dealer
representative of record unless and until the Transfer Agent receives
written instructions terminating or changing those privileges. After you
establish AccountLink for your account, any change of bank account
information must be made by signature-guaranteed instructions to the
Transfer Agent signed by all shareholders who own the account.
- Using AccountLink to Buy Shares. Purchases may be made by
telephone only after your account has been established. To purchase shares
in amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457. The purchase payment will be debited from
your bank account.
- PhoneLink. PhoneLink is the OppenheimerFunds automated telephone
system that enables shareholders to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be used
on already-established Fund accounts after you obtain a Personal
Identification Number (PIN), by calling the special PhoneLink number: 1-
800-533-3310.
- Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310. You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.
- Exchanging Shares. With the OppenheimerFunds Exchange Privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another OppenheimerFunds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.
- Selling Shares. You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds
directly to your AccountLink bank account. Please refer to "How to Sell
Shares," below, for details.
Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
OppenheimerFunds account on a regular basis:
- Automatic Withdrawal Plans. If your Fund account is worth $5,000
or more, you can establish an Automatic Withdrawal Plan to receive
payments of at least $50 on a monthly, quarterly, semi-annual or annual
basis. The checks may be sent to you or sent automatically to your bank
account by AccountLink. You may even set up certain types of withdrawals
of up to $1,500 per month by telephone. You should consult the
Application and Statement of Additional Information for more details.
- Automatic Exchange Plans. You can authorize the Transfer Agent
automatically to exchange an amount you establish in advance for shares
of up to five other OppenheimerFunds on a monthly, quarterly, semi-annual
or annual basis under an Automatic Exchange Plan. The minimum purchase
for each OppenheimerFunds account is $25. These exchanges are subject to
the terms of the Exchange privilege, described in "How To Exchange
Shares," below.
Reinvestment Privilege. If you redeem some or all of your Fund shares
that were purchased by reinvesting dividends or by exchanging shares from
another OppenheimerFunds account on which you already paid a sales charge,
you have up to 6 months to reinvest all or part of the redemption proceeds
in Class A shares of other OppenheimerFunds without paying a sales charge.
You must be sure to ask the Distributor for this privilege when you send
your payment. Please consult the Statement of Additional Information for
more details.
Retirement Plans. Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for
your retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:
- Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
- 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
- SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SAR-SEP IRAs
- Pension and Profit-Sharing Plans for self-employed persons and
other employers
Please call the Distributor for the OppenheimerFunds plan documents,
which contain important information and applications.
How to Sell Shares
You can arrange to take money out of your account on any regular
business day by selling (redeeming) some or all of your shares. Your
shares will be sold at the next net asset value calculated after your
order is received and accepted by the Transfer Agent. The Fund offers you
a number of ways to sell your shares: in writing, by using the Fund's
checkwriting privilege, by wire or by telephone. You can also set up
Automatic Withdrawal Plans to redeem shares on a regular basis, as
described above. If you have questions about any of these procedures, and
especially if you are redeeming shares in a special situation, such as due
to the death of the owner, or from a retirement plan, please call the
Transfer Agent first, at 1-800-525-7048, for assistance.
- Retirement Accounts. To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a
distribution request form. There are special income tax withholding
requirements for distributions from retirement plans and you must submit
a withholding form with your request to avoid delay. If your retirement
plan account is held for you by your employer, you must arrange for the
distribution request to be sent by the plan administrator or trustee.
There are additional details in the Statement of Additional Information.
- Certain Requests Require a Signature Guarantee. To protect you and
the Fund from fraud, certain redemption requests must be in writing and
must include a signature guarantee in the following situations (there may
be other situations also requiring a signature guarantee):
- You wish to redeem more than $50,000 worth of shares and receive
a check
- A redemption check is not payable to all shareholders listed on the
account statement
- A redemption check is not sent to the address of record on your
statement
- Shares are being transferred to a Fund account with a different
owner or name
- Shares are redeemed by someone other than the owners (such as an
Executor)
- Where Can I Have My Signature Guaranteed? The Transfer Agent will
accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency. If you
are signing on behalf of a corporation, partnership or other business, or
as a fiduciary, you must also include your title in the signature.
Selling Shares by Mail. Write a "letter of instructions" that includes:
- Your name
- The Fund's name
- Your Fund account number (from your account statement)
- The dollar amount or number of shares to be redeemed
- Any special payment instructions
- Any share certificates for the shares you are selling,
- The signatures of all registered owners exactly as the account is
registered, and
- Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.
Use the following address for requests by mail:
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
Send courier or Express Mail requests to:
Oppenheimer Shareholder Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231
Selling Shares by Telephone. You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price
on a regular business day, your call must be received by the Transfer
Agent by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days. Shares held in an
OppenheimerFunds retirement plan or under a share certificate may not be
redeemed by telephone.
- To redeem shares through a service representative, call
1-800-852-8457
- To redeem shares automatically on PhoneLink, call 1-800-533-3310
Whichever method you use, you may have a check sent to the address
on the account statement or, if you have linked your Fund account to your
bank account on AccountLink, you may have the proceeds wired to that bank
account.
- Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed
by telephone, once in any 7-day period. The check must be payable to all
owners of record of the shares and must be sent to the address on the
account statement. This service is not available within 30 days of
changing the address on an account.
- Telephone Redemptions Through AccountLink. There are no dollar
limits on telephone redemption proceeds sent to a bank account designated
when you establish AccountLink. Normally the ACH wire to your bank is
initiated on the business day after the redemption. You do not receive
dividends on the proceeds of the shares you redeemed while they are
waiting to be wired.
Selling Shares Through Your Dealer. The Distributor has made arrangements
to repurchase Fund shares from dealers and brokers on behalf of their
customers. Brokers or dealers may charge for that service. Please refer
to "Special Arrangements for Repurchase of Shares from Dealers and
Brokers" in the Statement of Additional Information for more details.
Selling Shares by Wire. You may request that redemption proceeds of
$2,500 or more be wired to a previously designated account at a commercial
bank that is a member of the Federal Reserve wire system. The wire will
normally be transmitted on the next bank business day after the redemption
of shares. To place a wire redemption request, call the Transfer Agent
at 1-800-525-7048. There is a $10 fee for each wire.
Checkwriting. To be able to write checks against your Fund account, you
may request that privilege on your account Application or you can contact
the Transfer Agent for signature cards, which must be signed (with a
signature guarantee) by all owners of the account and returned to the
Transfer Agent so that checks can be sent to you to use. Shareholders with
joint accounts can elect in writing to have checks paid over the signature
of one owner.
- Checks can be written to the order of whomever you wish, but may
not be cashed at the Fund's bank or custodian.
- Checkwriting privileges are not available for accounts holding
shares subject to a contingent deferred sales charge.
- Checks must be written for at least $100.
- Checks cannot be paid if they are written for more than your
account value.
- You may not write a check that would require the Fund to redeem
shares that were purchased by check or Asset Builder Plan payments within
the prior 10 days.
- Don't use your checks if you changed your Fund account number.
How to Exchange Shares
Shares of the Fund may be exchanged for Class A shares of other
OppenheimerFunds. Fund shares purchased by reinvesting dividends or by
exchange of shares from other OppenheimerFunds accounts on which you paid
a sales charge may be exchanged at net asset value per share at the time
of exchange, without sales charge. However, when you exchange other
shares of the Fund for shares of OppenheimerFunds that have a sales
charge, you will be subject to that charge. To exchange shares, you must
meet several conditions:
- Shares of the fund selected for exchange must be available for sale
in your state of residence
- The prospectuses of this Fund and the fund whose shares you want
to buy must offer the exchange privilege
- You must hold the shares you buy when you establish your account
for at least 7 days before you can exchange them; after the account is
open 7 days, you can exchange shares every regular business day
- You must meet the minimum purchase requirements for the fund you
purchase by exchange
- Before exchanging into a fund, you should obtain and read its
prospectus
Shares of a particular class may be exchanged only for shares of the
same class in the other OppenheimerFunds. For example, you can exchange
shares of this Fund only for Class A shares of another fund. If a fund
has only one class of shares that does not have a class designation, they
are "Class A" shares for exchanging purposes. In some cases, sales
charges may be imposed on exchange transactions. Please refer to "How to
Exchange Shares" in the Statement of Additional Information for more
details.
Exchanges may be requested in writing or by telephone:
- Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."
- Telephone Exchange Requests. Telephone exchange requests may be
made either by calling a service representative at 1-800-852-8457 or by
using PhoneLink for automated exchanges, by calling 1-800-533-3310.
Telephone exchanges may be made only between accounts that are registered
with the same name(s) and address. Shares held under certificates may not
be exchanged by telephone.
You can find a list of OppenheimerFunds currently available for
exchange in the Statement of Additional Information or by calling a
service representative at 1-800-525-7048. For tax purposes, exchanges of
shares involve a redemption of the shares of the fund you own and a
purchase of shares of the other fund.
There are certain exchange policies you should be aware of:
- Shares are normally redeemed from one fund and purchased from the
other fund in the exchange transaction on the same regular business day
on which the Transfer Agent receives an exchange request that is in proper
form by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M., but may be earlier on some days. However, either fund
may delay the purchase of shares of the fund you are exchanging into if
it determines it would be disadvantaged by a same-day transfer of the
proceeds to buy shares. For example, the receipt of multiple exchange
requests from a dealer in a "market-timing" strategy might require the
disposition of securities at a time or price disadvantageous to the Fund.
- Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests
submitted by a shareholder or dealer.
- The Fund may amend, suspend or terminate the exchange privilege at
any time. Although the Fund will attempt to provide you notice whenever
it is reasonably able to do so, it may impose these changes at any time.
- If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.
Shareholder Account Rules and Policies
- Net Asset Value Per Share of the Fund will remain fixed at $1.00,
except under extraordinary circumstances (see "Determination of Net Asset
Value Per Share" in the Statement of Additional Information for further
information).
- The offering of shares may be suspended during any period in which
the determination of net asset value is suspended, and the offering may
be suspended by the Board of Directors at any time the Board believes it
is in the Fund's best interest to do so.
- Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any
time. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone privileges
apply to each owner of the account and the dealer representative of record
for the account unless and until the Transfer Agent receives cancellation
instructions from an owner of the account.
- The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither it nor the Fund will be liable for
losses or expenses arising out of telephone instructions reasonably
believed to be genuine. If you are unable to reach the Transfer Agent
during periods of unusual market activity, you may not be able to complete
a telephone transaction and should consider placing your order by mail.
- Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time
to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.
- Dealers that can perform account transactions for their clients by
participating in NETWORKING through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously or improperly.
- Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder
under the redemption procedures described above) within 7 days after the
Transfer Agent receives redemption instructions in proper form, except
under unusual circumstances determined by the Securities and Exchange
Commission delaying or suspending such payments. Effective June 7, 1995,
for accounts registered in the name of a broker-dealer, payment will be
forwarded within 3 business days. The Transfer Agent may delay forwarding
a check or processing a payment via AccountLink for recently purchased
shares, but only until the purchase payment has cleared. That delay may
be as much as 10 days from the date the shares were purchased. That delay
may be avoided if you purchase shares by certified check or arrange to
have your bank provide telephone or written assurance to the Transfer
Agent that your purchase payment has cleared.
- "Backup Withholding" of Federal income tax may be applied at the
rate of 31% from dividends, distributions and redemption proceeds
(including exchanges) if you fail to furnish the Fund a certified Social
Security or Employer Identification Number when you sign your application,
or if you violate Internal Revenue Service regulations on tax reporting
of income.
- The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee. That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent.
The Fund will charge a $10 transaction fee for sending redemption proceeds
by Federal Funds wire.
- To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report to
shareholders having the same last name and address on the Fund's records.
However, each shareholder may call the Transfer Agent at 1-800-525-7048
to ask that copies of those materials be sent personally to that
shareholder.
Dividends and Taxes
Dividends. The Fund declares dividends from net investment income and
pays those dividends to shareholders monthly as of a date selected by the
Board of Directors. To effect its policy of maintaining a net asset value
of $1.00 per share, under certain circumstances, the Fund may withhold
dividends or make distributions from capital or capital gains. The Fund
intends to be as fully invested as practicable to maximize its yield.
Therefore, dividends will accrue on newly-purchased shares only after the
purchase order is accepted by the Distributor, as described in "How to Buy
Shares."
Capital Gains. The Fund may make distributions annually in December out
of any net short-term or long-term capital gains, and the Fund may make
supplemental distributions of dividends and capital gains following the
end of its fiscal year. Long-term capital gains will be separately
identified in the tax information the Fund sends you after the end of the
year. Short-term capital gains are treated as dividends for tax purposes.
Because the Fund normally holds its investments to maturity, normally the
Fund will not pay any capital gains distributions.
Distribution Options. When you open your account, specify on your
application how you want to receive your distributions. For
OppenheimerFunds retirement accounts, all distributions are reinvested.
For other accounts, you have four options:
- Reinvest All Distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.
- Reinvest Long-Term Capital Gains Only. You can elect to reinvest
long-term capital gains in the Fund while receiving dividends by check or
sent to your bank account on AccountLink.
- Receive All Distributions in Cash. You can elect to receive a check
for all dividends and long-term capital gains distributions or have them
sent to your bank on AccountLink.
- Reinvest Your Distributions in Another OppenheimerFunds Account.
You can reinvest all distributions in another OppenheimerFunds account you
have established.
Taxes. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the
Fund. Dividends paid from short-term capital gains and net investment
income are taxable as ordinary income. Long-term capital gains are
taxable as long-term capital gains when distributed to shareholders. It
does not matter how long you held your shares. Distributions are subject
to federal income tax and may be subject to state or local taxes. Your
distributions are taxable when paid, whether you reinvest them in
additional shares or take them in cash. Every year the Fund will send you
and the IRS a statement showing the amount of each taxable distribution
you received in the previous year.
- Taxes on Transactions. Share redemptions, including redemptions
for exchanges, are subject to capital gains tax. A capital gain or loss
is the difference, if any, between the price you paid for the shares and
the price you received when you sold them. Because the Fund's share price
will normally remain fixed at $1.00 per share, it is unlikely under normal
circumstances that you will realize a capital gain or loss on selling your
shares (but there can be no assurance that the Fund's share price will not
vary).
- Returns of Capital. In certain cases distributions made by the
Fund may be considered a non-taxable return of capital to shareholders.
If that occurs, it will be identified in notices to shareholders. A non-
taxable return of capital may reduce your tax basis in your Fund shares.
This information is only a summary of certain federal tax information
about your investment. More information is contained in the Statement of
Additional Information, and in addition you should consult with your tax
adviser about the effect of an investment in the Fund on your particular
tax situation.
<PAGE>
Oppenheimer Money Market Fund, Inc.
3410 South Galena Street
Denver, Colorado 80231
Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203
Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer and Shareholder Servicing Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
KPMG Peat Marwick LLP
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen
Shalov & Wein
114 West 47th Street
New York, New York 10036
No dealer, broker, salesperson or any other person has been authorized to
give any information or to make any representations other than those
contained in this Prospectus or the Statement of Additional Information,
and if given or made, such information and representations must not be
relied upon as having been authorized by the Fund, Oppenheimer Management
Corporation, Oppenheimer Funds Distributor, Inc. or any affiliate thereof.
This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any of the securities offered hereby in any state to any
person to whom it is unlawful to make such offer in such state.
<PAGE>
Oppenheimer Money Market Fund, Inc.
3410 South Galena Street, Denver, Colorado 80231
1-800-525-7048
Statement of Additional Information dated May 1, 1995
This Statement of Additional Information of Oppenheimer Money Market
Fund, Inc. is not a Prospectus. This document contains additional
information about the Fund and supplements information in the Prospectus
dated May 1, 1995. It should be read together with the Prospectus, which
may be obtained by writing to the Fund's Transfer Agent, Oppenheimer
Shareholder Services, at P.O. Box 5270, Denver, Colorado 80217 or by
calling the Transfer Agent at the toll-free number shown above.
Contents
Page
About the Fund
Investment Objective and Policies
Investment Policies and Strategies
Other Investment Techniques and Strategies
Other Investment Restrictions
How the Fund is Managed
Organization and History
Directors and Officers of the Fund
The Manager and Its Affiliates
Performance of the Fund
About Your Account
How To Buy Shares
How To Sell Shares
How To Exchange Shares
Dividends and Taxes
Additional Information About the Fund
Appendix A: Description of Securities Ratings
Appendix B: Industry Classifications
Financial Information About the Fund
Independent Auditors' Report
Financial Statements
<PAGE>
ABOUT THE FUND
Investment Objective and Policies
Investment Policies and Strategies. The investment objective and
policies of the Fund are described in the Prospectus. Set forth below is
supplemental information about those policies and the types of securities
in which the Fund invests, as well as the strategies the Fund may use to
try to achieve its objective. Certain capitalized terms used in this
Statement of Additional Information have the same meaning as those terms
have in the Prospectus.
The Fund's objective is to seek high current income (consistent with
stability of principal) and the Fund will not make investments with the
objective of seeking capital growth. However, the value of the securities
held by the Fund may be affected by changes in general interest rates.
Because the current value of debt securities varies inversely with changes
in prevailing interest rates, if interest rates increase after a security
is purchased, that security would normally decline in value. Conversely,
should interest rates decrease after a security is purchased, its value
would rise. However, those fluctuations in value will not generally
result in realized gains or losses to the Fund since the Fund does not
usually intend to dispose of securities prior to their maturity. A debt
security held to maturity is redeemable by its issuer at full principal
value plus accrued interest. To a limited degree, the Fund may engage in
short-term trading to attempt to take advantage of short-term market
variations, or may dispose of a portfolio security prior to its maturity
if, on the basis of a revised credit evaluation of the issuer or other
considerations, the Fund believes such disposition advisable or it needs
to generate cash to satisfy redemptions. In such cases, the Fund may
realize a capital gain or loss.
- Ratings of Securities. The prospectus describes "Eligible
Securities" in which the Fund may invest and indicates that if a
security's rating is downgraded, the Manager and/or the Board may have to
reassess the security's credit risk. If a security has ceased to be a
First Tier Security, Oppenheimer Management Corporation (the "Manager")
will promptly reassess whether the security continues to present "minimal
credit risk." If the Manager becomes aware that any Rating Organization
has downgraded its rating of a Second Tier Security or rated an unrated
security below its second highest rating category, the Fund's Board of
Directors shall promptly reassess whether the security presents minimal
credit risk and whether it is in the best interests of the Fund to dispose
of it; but if the Fund disposes of the security within five days of the
Manager learning of the downgrade, the Manager will provide the Board with
subsequent notice of such downgrade. If a security is in default, or
ceases to be an Eligible Security, or is determined no longer to present
minimal credit risks, the Board must determine whether it would be in the
best interests of the Fund to dispose of the security. The Rating
Organizations currently designated as such by the Securities and Exchange
Commission are Standard & Poor's Corporation, Moody's Investors Service,
Inc., Fitch Investors Services, Inc., Duff and Phelps, Inc., IBCA Limited
and its affiliate, IBCA, Inc., and Thomson BankWatch, Inc. A discussion
of the ratings categories of those Rating Organizations is contained in
Appendix A to this Statement of Additional Information.
- U.S. Government Securities. U.S. Government Securities are
obligations issued or guaranteed by the U.S. Government or its agencies
or instrumentalities and include Treasury Bills (which mature within one
year of the date they are issued) and Treasury Notes and Bonds (which are
issued with longer maturities). All Treasury securities are backed by
the full faith and credit of the United States. U.S. Government agencies
and instrumentalities that issue or guarantee securities include, but are
not limited to, the Federal Housing Administration, Farmers Home
Administration, Export-Import Bank of the United States, Small Business
Administration, Government National Mortgage Association, General Services
Administration, Bank for Cooperatives, Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation, Federal Intermediate Credit Banks, Federal
Land Banks, Maritime Administration, the Tennessee Valley Authority and
the District of Columbia Armory Board.
Securities issued or guaranteed by U.S. Government agencies and
instrumentalities are not always supported by the full faith and credit
of the United States. Some, such as securities issued by the Federal Home
Loan Banks, are backed by the right of the agency or instrumentality to
borrow from the Treasury. Others, such as securities issued by the
Federal National Mortgage Association ("Fannie Mae"), are supported only
by the credit of the instrumentality and not by the Treasury. If the
securities are not backed by the full faith and credit of the United
States, the owner of the securities must look principally to the agency
issuing the obligation for repayment and may not be able to assert a claim
against the United States in the event that the agency or instrumentality
does not meet its commitment.
Among the U.S. Government Securities that may be purchased by the
Fund are "mortgage-backed securities" of Fannie Mae, Government National
Mortgage Association ("Ginnie Mae") and the Federal Home Loan Mortgage
Association ("Freddie Mac"). These mortgage-backed securities include
"pass-through" securities and "participation certificates"; both types of
securities are similar, in that they represent pools of mortgages that are
assembled by a vendor who sells interests in the pool. Payments of
principal and interest by individual mortgagors are "passed through" to
the holders of the interests in the pool. Another type of mortgage-backed
securities is the "collateralized mortgage obligation," which is similar
to a conventional bond and is secured by groups of individual mortgages.
Timely payment of principal and interest on Ginnie Mae pass-throughs is
guaranteed by the full faith and credit of the United States. Freddie Mac
and Fannie Mae are both instrumentalities of the U.S. Government, but
their obligations are backed by the credit of the instrumentality, and not
by the full faith and credit of the United States.
- Time Deposits. The Fund may invest in fixed time deposits, which
are non-negotiable deposits in a bank for a specified period of time at
a stated interest rate. They may or may not be subject to withdrawal
penalties. However, the Fund's investment in time deposits that are
subject to penalties (other than time deposits maturing in less than 7
days) is subject to the 10% investment limitation for investing in
illiquid securities, set forth in "Investment Objective and Policies" in
the Prospectus.
- Floating Rate/Variable Rate Obligations. The Fund may invest in
instruments with floating or variable interest rates. The interest rate
on a floating rate obligation is based on a stated prevailing market rate,
such as a bank's prime rate, the 91-day U.S. Treasury Bill rate, the rate
of return on commercial paper or bank certificates of deposit, or some
other standard. The rate on the investment is adjusted automatically each
time the market rate is adjusted. The interest rate on a variable rate
obligation is also based on a stated prevailing market rate but is
adjusted automatically at a specified interval of not less than one year.
Some variable rate or floating rate obligations in which the Fund may
invest have a demand feature entitling the holder to demand payment of an
amount approximately equal to the amortized cost of the instrument or the
principal amount of the instrument plus accrued interest at any time, or
at specified intervals not exceeding one year. These notes may or may not
be backed by bank letters of credit.
Variable rate demand notes may include master demand notes, which are
obligations that permit the Fund to invest fluctuating amounts in a note.
The amount may change daily without penalty, pursuant to direct
arrangements between the Fund, as the note purchaser, and the issuer of
the note. The interest rates on these notes fluctuate from time to time.
The issuer of this type of obligation normally has a corresponding right
in its discretion, after a given period, to prepay the outstanding
principal amount of the obligation plus accrued interest. The issuer must
give a specified number of days' notice to the holders of those
obligations. Generally, the changes in the interest rate on those
securities reduce the fluctuation in their market value. As interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than that for fixed-rate obligations having the same
maturity.
Because these types of obligations are direct lending arrangements
between the note purchaser and issuer of the note, these instruments
generally will not be traded. Generally, there is no established
secondary market for these types of obligations, although they are
redeemable from the issuer at face value. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Fund's right to redeem them is dependent on the ability
of the note issuer to pay principal and interest on demand. These types
of obligations usually are not rated by credit rating agencies. The Fund
may invest in obligations that are not rated only if the Manager
determines at the time of investment that the obligations are of
comparable quality to the other obligations in which the Fund may invest.
The Manager, on behalf of the Fund, will monitor the creditworthiness of
the issuers of the floating and variable rate obligations in the Fund's
portfolio on an ongoing basis.
- Insured Bank Obligations. The Federal Deposit Insurance
Corporation ("FDIC") insures the deposits of banks and savings and loan
associations (collectively referred to as "banks") up to $100,000 per
investor. Within the limits set forth in the Prospectus, the Fund may
purchase bank obligations that are fully insured as to principal by the
FDIC. To remain fully insured as to principal, these investments must
currently be limited to $100,000 per bank. If the principal amount and
accrued interest together exceed $100,000, then the accrued interest in
excess of that $100,000 will not be insured.
- Bank Loan Participation Agreements. The Fund may invest in bank
loan participation agreements, subject to the investment limitation set
forth in "Investment Objective and Policies" in the Prospectus as to
investments in illiquid securities. Participation agreements provide the
Fund an undivided interest in a loan made by the bank issuing the
participation interest in the proportion that the Fund's participation
interest bears to the total principal amount of the loan. Under this type
of arrangement, the issuing bank may have no obligation to the Fund other
than to pay principal and interest on the loan if and when received by the
bank. Thus, the Fund must look to the creditworthiness of the borrower,
which is obligated to make payments of principal and interest on the loan.
If the borrower fails to pay scheduled principal or interest payments, the
Fund may experience a reduction in income.
Other Investment Techniques and Strategies
- Repurchase Agreements. In a repurchase transaction, the Fund
acquires a security from, and simultaneously resells it to, an approved
vendor for delivery on an agreed-upon future date. An "approved vendor"
may be a U.S. commercial bank, the U.S. branch of a foreign bank, or a
broker-dealer which has been designated a primary dealer in government
securities, which must meet the credit requirements set forth by the
Fund's Board of Directors from time to time. The resale price exceeds the
purchase price by an amount that reflects an agreed-upon interest rate
effective for the period during which the repurchase agreement is in
effect. The majority of these transactions run from day to day, and
delivery pursuant to the resale typically will occur within one to five
days of the purchase. Repurchase agreements are considered "loans" under
the Investment Company Act, collateralized by the underlying security.
The Fund's repurchase agreements require that at all times while the
repurchase agreement is in effect, the collateral's value must equal or
exceed the repurchase price to fully collateralize the repayment
obligation. Additionally, the Manager will impose creditworthiness
requirements to confirm that the vendor is financially sound and will
continuously monitor the collateral's value.
- Loans of Portfolio Securities. The Fund may lend its portfolio
securities subject to the restrictions stated in the Prospectus. Under
applicable regulatory requirements (which are subject to change), the loan
collateral must, on each business day, at least equal the market value of
the loaned securities and must consist of cash, bank letters of credit,
U.S. Government securities or other cash equivalents in which the Fund is
permitted to invest. To be acceptable as collateral, letters of credit
must obligate a bank to pay amounts demanded by the Fund if the demand
meets the terms of the letter. Such terms and the issuing bank must be
satisfactory to the Fund. In a portfolio securities lending transaction,
the Fund receives from the borrower an amount equal to the interest paid
or the dividends declared on the loaned securities during the term of the
loan as well as the interest on the collateral securities, less any
finders' or administrative fees the Fund pays in arranging the loan. The
Fund may share the interest it receives on the collateral securities with
the borrower as long as it realizes at least a minimum amount of interest
required by the lending guidelines established by its Board of Directors.
The Fund will not lend its portfolio securities to any officer, trustee,
employee or affiliate of the Fund or its Manager. The terms of the Fund's
loans must meet certain tests under the Internal Revenue Code and permit
the Fund to reacquire loaned securities on five business days notice or
in time to vote on any important matter.
- Illiquid and Restricted Securities. Illiquid securities in which
the Fund may invest include issues which only may be redeemed by the
issuer upon more than seven days notice or at maturity, repurchase
agreements maturing in more than seven days, fixed time deposits subject
to withdrawal penalties which mature in more than seven days, and other
securities that cannot be sold freely due to legal or contractual
restrictions on resale. Contractual restrictions on the resale of
illiquid securities might prevent or delay their sale by the Fund at a
time when such sale would be desirable. Restricted securities that are
not illiquid in which the Fund may invest, include certain master demand
notes redeemable on demand, and short-term corporate debt instruments that
are not related to current transactions of the issuer and therefore are
not exempt from registration as commercial paper.
Other Investment Restrictions
The Fund's most significant investment restrictions are set forth in
the Prospectus. There are additional investment restrictions that the Fund
must follow that are also fundamental policies. Fundamental policies and
the Fund's investment objective cannot be changed without the vote of a
"majority" of the Fund's outstanding voting securities. Under the
Investment Company Act, such a "majority" vote is defined as the vote of
the holders of the lesser of: (1) 67% or more of the shares present or
represented by proxy at a shareholder meeting, if the holders of more than
50% of the outstanding shares are present, or (2) more than 50% of the
outstanding shares.
Under these additional restrictions, the Fund cannot:
(1) invest in commodities or commodity contracts or invest in
interests in oil, gas, or other mineral exploration or mineral development
programs;
(2) invest in real estate (however, the Fund may purchase commercial
paper issued by companies which invest in real estate or interests
therein);
(3) purchase securities on margin or make short sales of securities;
(4) invest in or hold securities of any issuer if those officers and
directors of the Fund or its adviser who beneficially own individually
more than 1/2 of 1% of the securities of such issuer together own more
than 5% of the securities of such issuer;
(5) underwrite securities of other companies; or
(6) invest in securities of other investment companies.
For purposes of the Fund's policy not to concentrate in securities
of issuers as described in the investment restrictions in "Other
Investment Restrictions" in the Prospectus, the Fund has adopted the
industry classifications set forth in Appendix B to this Statement of
Additional Information.
How the Fund is Managed
Organization and History. As a Maryland corporation, the Fund is not
required to hold, and does not plan to hold, regular annual meetings of
shareholders. The Fund will hold meetings when required to do so by the
Investment Company Act or other applicable law, or when a shareholder
meeting is called by the Directors or upon proper request of the
shareholders. The Directors will call a meeting of shareholders to vote
on the removal of a Director upon the written request of the record
holders of 10% of its outstanding shares. In addition, if the Directors
receive a request from at least 10 shareholders (who have been
shareholders for at least six months) holding shares of the Fund valued
at $25,000 or more or holding at least 1% of the Fund's outstanding
shares, whichever is less, stating that they wish to communicate with
other shareholders to request a meeting to remove a Director, the
Directors will then either make the Fund's shareholder list available to
the applicants or mail their communication to all other shareholders at
the applicants' expense, or the Directors may take such other action as
set forth under Section 16(c) of the Investment Company Act.
Directors and Officers of the Fund. The Fund's Directors and officers and
their principal occupations and business affiliations during the past five
years are listed below. The address of each Director and officer is Two
World Trade Center, New York, New York 10048-0203, unless another address
is listed below. All of the Directors are also trustees or directors of
Oppenheimer Target Fund, Oppenheimer Fund, Oppenheimer Global Fund,
Oppenheimer Time Fund, Oppenheimer Growth Fund, Oppenheimer Discovery
Fund, Oppenheimer Global Growth & Income Fund, Oppenheimer Global Emerging
Growth Fund, Oppenheimer Gold & Special Minerals Fund, Oppenheimer Tax-
Free Bond Fund, Oppenheimer New York Tax-Exempt Fund, Oppenheimer
California Tax-Exempt Fund, Oppenheimer Multi-State Tax-Exempt Trust,
Oppenheimer Asset Allocation Fund, Oppenheimer Mortgage Income Fund,
Oppenheimer U.S. Government Trust, Oppenheimer Multi-Sector Income Trust
and Oppenheimer Multi-Government Trust (the "New York-based
OppenheimerFunds"). Messrs. Spiro, Bishop, Bowen, Donohue, Farrar and
Zack, who are officers of the Fund, respectively hold the same offices
with the other New York-based OppenheimerFunds as with the Fund.
As of April 3, 1995, the Directors and officers of the Fund as a
group owned of record or beneficially less than 1% of each class of shares
of the Fund. That statement does not include shares held of record by an
employee benefit plan for employees of the Manager (one of the officers
listed below, Mr. Donohue, is a trustee of that plan), other than the
shares beneficially owned under that plan by the officers of the Fund
listed below.
Leon Levy, Chairman of the Board of Directors; Age: 69
General Partner of Odyssey Partners, L.P. (investment partnership) and
Chairman of Avatar Holdings, Inc. (real estate development).
Leo Cherne, Director; Age: 82
122 East 42nd Street, New York, New York 10168
Chairman Emeritus of the International Rescue Committee (philanthropic
organization); formerly Executive Director of The Research Institute of
America.
Robert G. Galli, Director*; Age: 61
Vice Chairman of the Manager and Vice President and Counsel of Oppenheimer
Acquisition Corp., the Manager's parent holding company; formerly he held
the following positions: a director of the Manager and Oppenheimer Funds
Distributor, Inc. (the "Distributor"), Vice President and a director of
HarbourView Asset Management Corporation ("HarbourView") and Centennial
Asset Management Corporation ("Centennial"), investment advisory
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 OppenheimerFunds and
Executive Vice President and General Counsel of the Manager and the
Distributor.
Benjamin Lipstein, Director; Age: 72
591 Breezy Hill Road, Hillsdale, New York 12529
Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University; a director of Sussex Publishers, Inc.
(Publishers of Psychology Today and Mother Earth News) and director of Spy
Magazine, L.P.
Elizabeth B. Moynihan, Director; Age: 65
801 Pennsylvania Avenue, N.W., Washington, DC 20004
Author and architectural historian; a trustee of the Freer Gallery of Art
(Smithsonian Institution), the Institute of Fine Arts (New York
University), and the 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, Director; Age: 67
6 Whittaker's Mill, Williamsburg, Virginia 23185
A director of Dominion Resources, Inc. (electric utility holding company),
Dominion Energy, Inc. (electric power and 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 Chairman of the Board of ICL, Inc.
(information systems), and President and Chief Executive Officer of The
Conference Board, Inc. (international and economic and business research).
Edward V. Regan, Director; Age: 64
40 Park Avenue, New York, New York 10016
President of Jerome Levy Economics Institute; a member of the U.S.
Competitiveness Policy Council; a director of GranCare, Inc. (healthcare
provider); formerly New York State Comptroller and a trustee of the New
York State and Local Retirement Fund.
Russell S. Reynolds, Jr., Director; Age: 63
200 Park Avenue, New York, New York 10166
Founder Chairman of Russell Reynolds Associates, Inc. (executive
recruiting); Chairman of Directors Publication, Inc. (consulting and
publishing); a trustee of Mystic Seaport Museum, International House,
Greenwich Hospital and Greenwich Historical Society.
Sidney M. Robbins, Director; Age: 83
50 Overlook Road, Ossining, New York 10562
Chase Manhattan Professor Emeritus of Financial Institutions, Graduate
School of Business, Columbia University; Visiting Professor of Finance,
University of Hawaii; a director of The Korea Fund, Inc. and The Malaysia
Fund, Inc. (closed-end investment companies); a member of the Board of
Advisors, Olympus Private Placement Fund, L.P.; Professor Emeritus of
Finance, Adelphi University.
Donald W. Spiro, President and Director*; Age: 69
Chairman Emeritus and a director of the Manager; formerly Chairman of the
Manager and the Distributor.
Pauline Trigere, Director; Age: 82
498 Seventh Avenue, New York, New York 10018
Chairman and Chief Executive Officer of Trigere, Inc. (design and sale of
women's fashions).
Clayton K. Yeutter, Director; Age: 64
1325 Merrie Ridge Road, McLean, Virginia 22101
Of Counsel to Hogan & Hartson (a law firm); a director of B.A.T.
Industries, Ltd. (tobacco and financial services), Caterpillar, Inc.
(machinery), ConAgra, Inc. (food and agricultural products), Farmers
Insurance Company (insurance), FMC Corp. (chemicals and machinery),
Lindsay Manufacturing Co. (irrigation equipment), Texas Instruments, Inc.
(electronics) and The Vigoro Corporation (fertilizer manufacturer);
formerly (in descending chronological order) 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.
Carol W. Wolf, Vice President and Portfolio Manager; Age: 43
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager and Centennial Asset Management Corporation,
an investment advisory subsidiary of the Manager; an officer of other
OppenheimerFunds.
Andrew J. Donohue, Secretary; Age: 44
Executive Vice President and General Counsel of the Manager and the
Distributor; an officer of other OppenheimerFunds; formerly Senior Vice
President and Associate General Counsel of the Manager and the
Distributor, prior to which he was a 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 a director and an officer of First Investors Family of Funds
and First Investors Life Insurance Company.
George C. Bowen, Treasurer; Age: 58
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, Assistant Secretary and a director of Centennial; Vice
President, Secretary and Treasurer of SSI and SFSI; an officer of other
OppenheimerFunds.
Robert G. Zack, Assistant Secretary; Age: 46
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other OppenheimerFunds.
Robert J. Bishop, Assistant Treasurer; Age: 36
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other OppenheimerFunds; previously a Fund Controller for the Manager,
prior to which he was an Accountant for Resolution Trust Corporation and
previously an Accountant and Commissions Supervisor for Stuart James
Company, Inc., a broker-dealer.
Scott Farrar, Assistant Treasurer; Age: 29
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other OppenheimerFunds; 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.
- ---------------
*A Director who is an "interested person" of the Fund as defined in the
Investment Company Act of 1940.
- 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 (Messrs. Galli and Spiro, who is also an
officer) receive no salary or fee from the Fund. The Trustees of the Fund
(including Mr. Edmund Delaney, a former Trustee who retired in 1994, but
excluding Messrs. Galli and Spiro) received the total amounts shown below
from the Fund, during its fiscal year ended December 31, 1994, and from
all of the New York-based OppenheimerFunds (including the Fund) listed in
the first paragraph of this section (and from Oppenheimer Global
Environment Fund, a former New York-based OppenheimerFund), for services
in the positions shown in the chart below.
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 OppenheimerFunds 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. No payments have been made by the Fund
under the plan as of December 31, 1994.
<TABLE>
<CAPTION>
Aggregate Retirement Benefits Total Compensation
Compensation Accrued as Part From All
Name and from of Fund New York-based
Position Fund Expenses OppenheimerFunds1
<S> <C> <C> <C>
Leon Levy $10,351 $1,678 $141,000.00
Chairman and
Trustee
Leo Cherne $ 5,054 $ 819 $ 68,800.00
Audit Committee
Member and
Trustee
Edmund T. Delaney $ 6,328 $1,026 $ 86,200.00
Former Study Committee
Member and Trustee2
Benjamin Lipstein $ 6,328 $1,026 $ 86,200.00
Study Committee
Member and Trustee
Elizabeth B. Moynihan $ 4,449 $ 722 $ 60,625.00
Study Committee
Member3 and Trustee
Kenneth A. Randall $ 5,757 $ 933 $ 78,400.00
Audit Committee
Member and Trustee
Edward V. Regan $ 4,129 $ 670 $ 56,275.00
Audit Committee
Member and Trustee
Russell S. Reynolds, Jr. $ 3,827 $ 621 $ 52,100.00
Trustee
Sidney M. Robbins $ 8,968 $1,454 $122,100.00
Study Committee
Chairman, Audit
Committee Vice-Chairman
and Trustee
Pauline Trigere $ 3,827 $621 $ 52,100.00
Trustee
Clayton K. Yeutter $ 3,827 $621 $ 52,100.00
Trustee
</TABLE>
______________________
1 For the 1994 calendar year.
2 Board and committee positions held during a portion of the period
shown.
3 Committee position held during a portion of the period shown.
- Major Shareholders. As of April 3, 1995, no person owned of record
or was known by the Fund to own beneficially 5% or more of the Fund's
outstanding shares.
The Manager and Its Affiliates. The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. OAC is also owned in part
by certain of the Manager's directors and officers, some of whom also
serve as officers of the Fund, and two of whom (Messrs. Galli and Spiro)
serve as Directors of the Fund.
The Manager and the Fund have a Code of Ethics. It is designed to
detect and prevent improper personal trading by certain employees,
including portfolio managers, that would compete with or take advantage
of the Fund's portfolio transactions. Compliance with the Code of Ethics
is carefully monitored and strictly enforced by the Manager.
- The Investment Advisory Agreement. The investment advisory
agreement between the Manager and the Fund requires the Manager, at its
expense, to provide the Fund with adequate office space, facilities and
equipment, and 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 advisory
agreement or by the Distributor under the General Distributor's Agreement
are paid by the Fund. The advisory agreement lists examples of expenses
paid by the Fund. The major categories relate to interest, taxes, fees
to certain Directors, legal and audit expenses, custodian and transfer
agent expenses, share issuance costs, certain printing and registration
costs and non-recurring expenses, including litigation costs.
Under the advisory agreement, the Manager guarantees that the total
expenses of the Fund in any calendar year, exclusive of taxes, interest
and any brokerage fees, shall not exceed, and the Manager undertakes to
pay or refund to the Fund any amount by which such expenses shall exceed,
the lesser of (a) 1% of the average annual net assets of the Fund, or (b)
25% of the total annual investment income of the Fund. The payment of the
management fee at the end of any month will be reduced so that at no time
will there be any accrued but unpaid liability under this expense
limitation. During the fiscal years ended December 31, 1992, 1993 and
1994 the Fund paid management fees of $3,569,366, $2,901,415 and
$3,540,849, respectively, to the Manager pursuant to the advisory
agreement.
The advisory agreement provides that the Manager is not liable for
any loss sustained by reason of the adoption of any investment policy or
the purchase, sale or retention of any security on its recommendation,
whether or not such recommendation shall have been based on its own
investigation and research or upon investigation and research by any other
individual, firm or corporation, if such recommendation was made, and such
other individual, firm or corporation was selected with due care and in
good faith. However, the Manager is not excused from liability for its
willful misfeasance, bad faith or gross negligence in the performance of
its duties, or its reckless disregard of its obligations and duties under
the advisory agreement. The advisory agreement permits 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 or general distributor. 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.
- The Distributor. Under its General Distributor's Agreement with
the Fund, the Distributor acts as the Fund's principal underwriter in the
continuous public offering of the Fund's shares but is not obligated to
sell a specific number of shares. Expenses normally attributable to
sales, including advertising and the cost of printing and mailing
prospectuses, other than those furnished to existing shareholders, are
borne by the Distributor.
- The Transfer Agent. Oppenheimer Shareholder Services, the Fund's
Transfer Agent, is responsible for maintaining the Fund's shareholder
registry and shareholder accounting records, and for shareholder servicing
and administrative functions.
- Portfolio Transactions. Portfolio decisions are based upon
recommendations and judgment of the Manager subject to the overall
authority of the Board of Directors. As most purchases made by the Fund
are principal transactions at net prices, the Fund incurs little or no
brokerage costs. The Fund deals directly with the selling or purchasing
principal or market maker without incurring charges for the services of
a broker on its behalf unless it is determined that a better price or
execution may be obtained by using the services of a broker. Purchases
of portfolio 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 prices.
The Fund seeks to obtain prompt execution of orders at the most
favorable net price. If dealers are used for portfolio transactions,
transactions may be directed to dealers for their execution and research
services. 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 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 enabling the
Manager to obtain market information for the valuation of securities held
in the Fund's portfolio or being considered for purchase.
Sales of shares of the Fund and/or the other investment companies
managed by the Manager or distributed by the Distributor may, subject to
applicable rules covering the Distributor's activities in this area, also
be considered as a factor in the direction of transactions to dealers, but
only in conformity with the price, execution and other considerations and
practices discussed above. Those other investment companies may also give
similar consideration relating to the sale of the Fund's shares. No
portfolio transactions will be handled by any securities dealer affiliated
with the Manager. The Fund's policy of investing in short-term debt
securities with maturity of less than one year results in high portfolio
turnover. However, since brokerage commissions, if any, are small, high
turnover does not have an appreciable adverse effect upon the income of
the Fund.
Performance of the Fund
- Yield. The Fund's current yield is determined in accordance with
regulations adopted under the Investment Company Act. Yield is calculated
for a seven-day period of time as follows. First, a base period return
is calculated for the seven-day period by determining the net change in
the value of a hypothetical pre-existing account having one share at the
beginning of the seven-day period. The change includes dividends declared
on the original share and dividends declared on any shares purchased with
dividends on that share, but such dividends are adjusted to exclude any
realized or unrealized capital gains or losses affecting the dividends
declared. Next, the base period return is multiplied by 365/7 to obtain
the current yield to the nearest hundredth of one percent. The compounded
effective yield for a seven-day period is calculated by (a) adding 1 to
the base period return (obtained as described above), (b) raising the sum
to a power equal to 365 divided by 7, and (c) subtracting 1 from the
result. The Fund's "current yield" for the seven days ended December 31,
1994, was 5.37% and its "compounded effective yield" was 5.51%.
The yield as calculated above may vary for accounts less than
approximately $100 in value due to the effect of rounding off each daily
dividend to the nearest full cent. Since the calculation of yield under
either procedure described above does not take into consideration any
realized or unrealized gains or losses on the Fund's portfolio securities
which may affect dividends, the return on dividends declared during a
period may not be the same on an annualized basis as the yield for that
period.
- Other Performance Comparisons. Yield information may be useful to
investors in reviewing the Fund's performance. The Fund may make
comparisons between its yield and that of other investments, by citing
various indices such as The Bank Rate Monitor National Index (provided by
Bank Rate Monitor*) which measures the average rate paid on bank money
market accounts, NOW accounts and certificates of deposits by the 100
largest banks and thrifts in the top ten metro areas. However, a number
of factors should be considered before using yield information as a basis
for comparison with other investments. An investment in the Fund is not
insured. Its yield is not guaranteed and normally will fluctuate on a
daily basis. The yield for any given past period is not an indication or
representation by the Fund of future yields or rates of return on its
shares. The Fund's yield is affected by portfolio quality, portfolio
maturity, type of instruments held and operating expenses. When comparing
the Fund's yield with that of other investments, investors should
understand that certain other investment alternatives such as certificates
of deposit, U.S. government securities, money market instruments or bank
accounts may provide fixed yields or may vary above a stated minimum, and
may be insured or guaranteed.
From time to time, the Fund may include in its advertisements and
sales literature performance information about the Fund cited in other
newspapers and periodicals, such as The New York Times, which may include
performance quotations from other sources.
From time to time, the Fund's Manager may publish rankings or ratings
of the Manager (or the Transfer Agent) or the investor services provided
by them to shareholders of the OppenheimerFunds, other than performance
rankings of the OppenheimerFunds themselves. Those ratings or rankings
of investor/shareholder services by third parties may compare the
OppenheimerFunds' services to those of other mutual fund families selected
by the rating or ranking services and may be based on the opinions of the
rating or ranking service itself, based on its research or judgment, or
based on surveys of investors, brokers, shareholders or others.
About Your Account
How to Buy Shares
Determination of Net Asset Value Per Share. The net asset value per share
of the Fund is determined as of the close of The New York Stock Exchange
on each day that the Exchange is open, by dividing the value of the Fund's
net assets by the total number of shares outstanding. The Exchange
normally closes at 4:00 P.M., New York time, but may close earlier on some
days (for example, in case of weather emergencies or on days falling
before a holiday). The Exchange's most recent annual announcement (which
is subject to change) states that it will close on New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. It may also close on other days.
The Fund will seek to maintain a net asset value of $1.00 per share
for purchases and redemptions. There can be no assurance that it will do
so. Under Rule 2a-7, the Fund may use the amortized cost method of
valuing its shares. Under the amortized cost method, a security is valued
initially at its cost and its valuation assumes a constant amortization
of any premium or accretion of
a discount, regardless of the impact of fluctuating interest rates on the
market value of the security. The method does not take into account
unrealized capital gains or losses.
The Fund's Board of Directors has established procedures intended to
stabilize the Fund's net asset value at $1.00 per share. If the Fund's
net asset value per share were to deviate from $1.00 by more than 0.5%,
Rule 2a-7 requires the Board promptly to consider what action, if any,
should be taken. If the Directors find that the extent of any such
deviation may result in material dilution or other unfair effects on
shareholders, the Board will take whatever steps it considers appropriate
to eliminate or reduce such dilution or unfair effects, including, without
limitation, selling portfolio securities prior to maturity, shortening the
average portfolio maturity, withholding or reducing dividends, reducing
the outstanding number of Fund shares without monetary consideration, or
calculating net asset value per share by using available market
quotations.
As long as it uses Rule 2a-7, the Fund must abide by certain
conditions described in the prospectus. Some of those conditions relate
to portfolio management and require the Fund to: (i) maintain a dollar-
weighted average portfolio maturity not in excess of 90 days; (ii) limit
its investments, including repurchase agreements, to those instruments
which are denominated in U.S. dollars, and which are rated in one of the
two highest short-term rating categories by at least two "nationally-
recognized statistical rating organizations" ("NRSROs"), as defined in
Rule 2a-7, or by only one NRSRO if only one NRSRO has rated the security;
an instrument that is not rated must be of comparable quality as
determined by the Board; and (iii) not purchase any instruments with a
remaining maturity of more than 397 days. Under Rule 2a-7, the maturity
of an instrument is generally considered to be its stated maturity (or in
the case of an instrument called for redemption, the date on which the
redemption payment must be made), with special exceptions for certain
variable rate demand and floating rate instruments. Repurchase agreements
and securities loan agreements are, in general, treated as having a
maturity equal to the period scheduled until repurchase or return, or if
subject to demand, equal to the notice period.
While the amortized cost method provides certainty in valuation,
there may be periods during which the value of an instrument as determined
by the amortized cost method is higher or lower than the price the Fund
would receive if it sold the instrument. During periods of declining
interest rates, the daily yield on shares of the Fund may tend to be lower
(and net investment income and daily dividends higher) than a like
computation made by a fund with identical investments utilizing a method
of valuation based upon market prices or estimates of market prices for
its portfolio. Thus, if the use of amortized cost by the Fund resulted
in a lower aggregate portfolio value on a particular day, a prospective
investor in the Fund would be able to obtain a somewhat higher yield than
would result from investment in a fund utilizing only market values, and
existing shareholders in the Fund would receive less investment income
than if the Fund were priced at market value. Conversely, during periods
of rising interest rates, the daily yield on Fund shares will tend to be
higher and its aggregate value lower than that of a portfolio priced at
market value. A prospective investor would receive a lower yield than
from an investment in a portfolio priced at market value, while existing
investors in the Fund would receive more investment income than if the
Fund were priced at market value.
AccountLink. When shares are purchased through AccountLink, each purchase
must be at least $25.00. Shares will be purchased on the regular business
day the Distributor is instructed to initiate the Automated Clearing House
transfer to buy shares. Dividends will begin to accrue on shares
purchased by the proceeds of ACH transfers on the business day the Fund
receives Federal Funds for the purchase through the ACH system before the
close of The New York Stock Exchange. The Exchange normally closes at
4:00 P.M., but may close earlier on certain days. If the Federal Funds
are received on a business day after the close of the Exchange, the shares
will be purchased and dividends will begin to accrue on the next regular
business day. The proceeds of ACH transfers are normally received by the
Fund 3 days after the transfers are initiated. The Distributor and the
Fund are not responsible for any delays in purchasing shares resulting
from delays in ACH transmissions.
Asset Builder Plans. To establish an Asset Builder Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the
application. Shares purchased by Asset Builder Plan payments from bank
accounts are subject to the redemption restrictions for recent purchases
described in "How To Sell Shares," in the Prospectus. Asset Builder Plans
also enable shareholders of Oppenheimer Cash Reserves to use those
accounts for monthly automatic purchases of shares of up to four other
OppenheimerFunds.
There is a front-end sales charge on the purchase of certain
OppenheimerFunds. An application should be obtained from the Distributor,
completed and returned, and a prospectus of the selected fund(s) should
be obtained from the Distributor or your financial advisor before
initiating Asset Builder payments. The amount of the Asset Builder
investment may be changed or the automatic investments may be terminated
at any time by writing to the Transfer Agent. A reasonable period
(approximately 15 days) is required after the Transfer Agent's receipt of
such instructions to implement them. The Fund reserves the right to
amend, suspend, or discontinue offering such plans at any time without
prior notice.
How to Sell Shares
Information on how to sell shares of the Fund is stated in the
Prospectus. The information below supplements the terms and conditions for
redemptions set forth in the Prospectus.
- Checkwriting. When a check is presented to the Bank for clearance,
the Bank will ask the Fund to redeem a sufficient number of full and
fractional shares in the shareholder's account to cover the amount of the
check. This enables the shareholder to continue receiving dividends on
those shares until the check is presented to the Fund. Checks may not be
presented for payment at the offices of the Bank or the Fund's Custodian.
This limitation does not affect the use of checks for the payment of bills
or to obtain cash at other banks. The Fund reserves the right to amend,
suspend or discontinue offering checkwriting privileges at any time
without prior notice.
- Selling Shares by Wire. The wire of redemptions proceeds may be
delayed if the Fund's custodian bank is not open for business on a day
when the Fund would normally authorize the wire to be made, which is
usually the Fund's next regular business day following the redemption.
In those circumstances, the wire will not be transmitted until the next
bank business day on which the Fund is open for business. No dividends
will be paid on the proceeds of redeemed shares awaiting transfer by wire.
Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, or pension or
profit-sharing plans should be addressed to "Director, OppenheimerFunds
Retirement Plans," c/o the Transfer Agent at its address listed in "How
To Sell Shares" in the Prospectus or on the back cover of this Statement
of Additional Information. The request must: (i) state the reason for the
distribution; (ii) state the owner's awareness of tax penalties if the
distribution is premature; and (iii) conform to the requirements of the
plan and the Fund's other redemption requirements. Participants (other
than self-employed persons) in OppenheimerFunds-sponsored pension or
profit-sharing plans may not directly request redemption of their
accounts. The employer or plan administrator must sign the request.
Distributions from pension and profit sharing plans are subject to
special requirements under the Internal Revenue Code and certain documents
(available from the Transfer Agent) must be completed before the
distribution may be made. Distributions from retirement plans are subject
to withholding requirements under the Internal Revenue Code, and IRS Form
W-4P (available from the Transfer Agent) must be submitted to the Transfer
Agent with the distribution request, or the distribution may be delayed.
Unless the shareholder has provided the Transfer Agent with a certified
tax identification number, the Internal Revenue Code requires that tax be
withheld from any distribution even if the shareholder elects not to have
tax withheld. The Fund, the Manager, the Distributor, the Director and
the Transfer Agent assume no responsibility to determine whether a
distribution satisfies the conditions of applicable tax laws and will not
be responsible for any tax penalties assessed in connection with a
distribution.
Special Arrangements for Repurchase of Shares from Dealers and Brokers.
The Distributor is the Fund's agent to repurchase its shares from
authorized dealers or brokers. The repurchase price per share will be the
net asset value next computed after the Distributor receives the order
placed by the dealer or broker, except that if the Distributor receives
a repurchase order from a dealer or broker after the close of The New York
Stock Exchange on a regular business day, it will be processed at that
day's net asset value if the order was received by the dealer or broker
from its customers prior to the time the Exchange closes (normally, that
is 4:00 P.M., but may be earlier on some days) and if the order was
transmitted to and received by the Distributor prior to its close of
business that day (normally 5:00 P.M.). Payment ordinarily will be made
within seven days after the Distributor's receipt of the required
redemption documents, with signature(s) guaranteed as described in the
Prospectus.
Automatic Withdrawal and Exchange Plans. Investors owning shares of the
Fund valued at $5,000 or more can authorize the Transfer Agent to redeem
shares (minimum $50) automatically on a monthly, quarterly, semi-annual
or annual basis under an Automatic Withdrawal Plan. Shares will be
redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are to be made
by check payable to all shareholders of record and sent to the address of
record for the account (and if the address has not been changed within the
prior 30 days). Required minimum distributions from OppenheimerFunds-
sponsored retirement plans may not be arranged on this basis. Payments
are normally made by check, but shareholders having AccountLink privileges
(see "How To Buy Shares") may arrange to have Automatic Withdrawal Plan
payments transferred to the bank account designated on the
OppenheimerFunds New Account Application or signature-guaranteed
instructions. The Fund cannot guarantee receipt of a payment on the date
requested and reserves the right to amend, suspend or discontinue offering
such plans at any time without prior notice.
By requesting an Automatic Withdrawal or Exchange Plan, the
shareholder agrees to the terms and conditions applicable to such plans,
as stated below and in the provisions of the OppenheimerFunds Application
relating to such Plans, as well as the Prospectus. These provisions may
be amended from time to time by the Fund and/or the Distributor. When
adopted, such amendments will automatically apply to existing Plans.
- Automatic Exchange Plans. Shareholders can authorize the Transfer
Agent (on the OppenheimerFunds Application or signature-guaranteed
instructions) to exchange a pre-determined amount of shares of the Fund
for shares (of the same class) of other OppenheimerFunds automatically on
a monthly, quarterly, semi-annual or annual basis under an Automatic
Exchange Plan. The minimum amount that may be exchanged to each other
fund account is $25. Exchanges made under these plans are subject to the
restrictions that apply to exchanges as set forth in "How to Exchange
Shares" in the Prospectus and below in this Statement of Additional
Information.
- Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a sales
charge will be redeemed first and shares acquired with reinvested
dividends and capital gains distributions will be redeemed next, followed
by shares acquired with a sales charge, to the extent necessary to make
withdrawal payments. Depending upon the amount withdrawn, the investor's
principal may be depleted. Payments made under withdrawal plans should
not be considered as a yield or income on your investment.
The Transfer Agent will administer the investor's Automatic
Withdrawal Plan (the "Plan") as agent for the investor (the "Planholder")
who executed the Plan authorization and application submitted to the
Transfer Agent. The Transfer Agent and the Fund shall incur no liability
to the Planholder for any action taken or omitted by the Transfer Agent
in good faith to administer the Plan. Certificates will not be issued for
shares of the Fund purchased for and held under the Plan, but the Transfer
Agent will credit all such shares to the account of the Planholder on the
records of the Fund. Any share certificates held by a Planholder may be
surrendered unendorsed to the Transfer Agent with the Plan application so
that the shares represented by the certificate may be held under the Plan.
For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done
at net asset value without a sales charge. Dividends on shares held in
the account may be paid in cash or reinvested.
Redemptions of shares needed to make withdrawal payments will be made
at the net asset value per share determined on the redemption date.
Checks or AccountLink payments of the proceeds of Plan withdrawals will
normally be transmitted three business days prior to the date selected for
receipt of the payment (receipt of payment on the date selected cannot be
guaranteed), according to the choice specified in writing by the
Planholder.
The amount and the interval of disbursement payments and the address
to which checks are to be mailed or AccountLink payments are to be sent
may be changed at any time by the Planholder by writing to the Transfer
Agent. The Planholder should allow at least two weeks' time in mailing
such notification for the requested change to be put in effect. The
Planholder may, at any time, instruct the Transfer Agent by written notice
(in proper form in accordance with the requirements of the then-current
Prospectus of the Fund) to redeem all, or any part of, the shares held
under the Plan. In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder.
The Plan may be terminated at any time by the Planholder by writing
to the Transfer Agent. A Plan may also be terminated at any time by the
Transfer Agent upon receiving directions to that effect from the Fund.
The Transfer Agent will also terminate a Plan upon receipt of evidence
satisfactory to it of the death or legal incapacity of the Planholder.
Upon termination of a Plan by the Transfer Agent or the Fund, shares that
have not been redeemed from the account will be held in uncertificated
form in the name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her executor or
guardian, or other authorized person.
To use shares held under the Plan as collateral for a debt, the
Planholder may request issuance of a portion of the shares in certificated
form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued
without causing the withdrawal checks to stop because of exhaustion of
uncertificated shares needed to continue payments. However, should such
uncertificated shares become exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the Fund,
the Planholder will be deemed to have appointed any successor transfer
agent to act as agent in administering the Plan.
How To Exchange Shares
As stated in the Prospectus, shares of a particular class of
OppenheimerFunds having more than one class of shares may be exchanged
only for shares of the same class of other OppenheimerFunds. Shares of
OppenheimerFunds that have a single class without a class designation are
deemed "Class A" shares for this purpose, and all OppenheimerFunds offer
"Class A" shares (except for Oppenheimer Strategic Diversified Income
Fund).
- The OppenheimerFunds. The OppenheimerFunds are those mutual funds
for which the Distributor acts as the distributor or the sub-distributor
and include the following:
Oppenheimer Tax-Free Bond Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Intermediate Tax-Exempt Bond Fund
Oppenheimer Insured Tax-Exempt Bond Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Time Fund
Oppenheimer Target Fund
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income & Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Champion High Yield Fund
Oppenheimer Investment Grade Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer Limited-Term Government Fund
Oppenheimer Mortgage Income Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
and the following "Money Market Funds":
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Diversified Income Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust
<PAGE>
Centennial Government Trust
Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial America Fund, L.P.
Daily Cash Accumulation Fund, Inc.
There is an initial sales charge on the purchase of Class A shares
of each of the OppenheimerFunds except Money Market Funds. Under certain
circumstances described below, redemption proceeds of Money Market Fund
shares may be subject to a contingent deferred sales charge.
Class A shares of OppenheimerFunds may be exchanged at net asset
value for shares of any Money Market Fund. Shares of any Money Market
Fund purchased without a sales charge may be exchanged for shares of
OppenheimerFunds offered with a sales charge upon payment of the sales
charge (or, if applicable, may be used to purchase shares of
OppenheimerFunds subject to a contingent deferred sales charge).
Shares of this Fund acquired by reinvestment of dividends or
distributions from any other of the OppenheimerFunds (other than
Oppenheimer Cash Reserves) or from any unit investment trust for which
reinvestment arrangements have been made with the Distributor may be
exchanged at net asset value for shares of any of the OppenheimerFunds.
No contingent deferred sales charge is imposed on exchanges of shares of
any class purchased subject to a contingent deferred sales charge.
However, when Class A shares acquired by exchange of Class A shares of
other OppenheimerFunds purchased subject to a Class A contingent deferred
sales charge are redeemed within 18 months of the end of the calendar
month of the initial purchase of the exchanged Class A shares, the Class
A contingent deferred sales charge is imposed on the redeemed shares.
The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of 10 or more accounts. The
Fund may accept requests for exchanges of up to 50 accounts per day from
representatives of authorized dealers that qualify for this privilege. In
connection with any exchange request, the number of shares exchanged may
be less than the number requested if the exchange or the number requested
would include shares subject to a restriction cited in the Prospectus or
this Statement of Additional Information or would include shares covered
by a share certificate that is not tendered with the request. In those
cases, only the shares available for exchange without restriction will be
exchanged.
When exchanging shares by telephone, a shareholder must either have
an existing account in, or obtain and acknowledge receipt of a prospectus
of, the fund to which the exchange is to be made. For full or partial
exchanges of an account made by telephone, any special account features
such as Asset Builder Plans, Automatic Withdrawal Plans and retirement
plan contributions will be switched to the new account unless the Transfer
Agent is instructed otherwise. If all telephone lines are busy (which
might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.
Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the
"Redemption Date"). Normally, shares of the fund to be acquired are
purchased on the Redemption Date, but such purchases may be delayed by
either fund up to five business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds. The
Fund reserves the right, in its discretion, to refuse any exchange request
that may disadvantage it (for example, if the receipt of multiple exchange
requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Fund).
The different OppenheimerFunds available for exchange have different
investment objectives, policies and risks, and a shareholder should assure
that the Fund selected is appropriate for his or her investment and should
be aware of the tax consequences of an exchange. For Federal income tax
purposes, an exchange transaction is treated as a redemption of shares of
one fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and the
Transfer Agent are unable to provide investment, tax or legal advice to
a shareholder in connection with an exchange request or any other
investment transaction.
Dividends and Taxes
Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and capital gains distributions is
explained in the Prospectus under the caption "Dividends and Taxes."
Under the Internal Revenue Code, by December 31 each year, the Fund must
distribute 98% of its taxable investment income earned from January 1
through December 31 of that year and 98% of its capital gains realized in
the period from November 1 of the prior year through October 31 of the
current year, or else the Fund must pay an excise tax on the amounts not
distributed. While it is presently anticipated that the Fund will meet
those requirements, the Fund's Board of Directors and the Manager might
determine in a particular year that it would be in the best interest of
shareholders for the Fund not to make such distributions at the required
levels and to pay the excise tax on the undistributed amounts. That would
reduce the amount of income or capital gains available for distribution
to shareholders.
Dividends, distributions and the proceeds of the redemption of Fund
shares represented by checks returned to the Transfer Agent by the Postal
Service as undeliverable will be invested in shares of the Fund as
promptly as possible after the return of such checks to the Transfer
Agent, in order to enable the investor to earn a return on otherwise idle
funds.
Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect
to reinvest all dividends and/or capital gains distributions in shares of
the same class of any of the other OppenheimerFunds listed above under
"How to Exchange Shares," at net asset value without sales charge. To
elect this option, a shareholder must notify the Transfer Agent in writing
and must either have an existing account in the fund selected for
reinvestment or must obtain a prospectus for that fund and an application
from the Distributor to establish an account. The investment will be made
at the net asset value per share in effect at the close of business on the
payable date of the dividend or distribution. Dividends and/or
distributions from shares of other OppenheimerFunds may be invested in
shares of this Fund on the same basis.
Additional Information About the Fund
The Custodian. Citibank, N.A. is the Custodian of the Fund's assets. The
Custodian's responsibilities include safeguarding and controlling the
Fund's portfolio securities and handling the delivery of such securities
to and from the Fund. The Manager has represented to the Fund that the
Manager's banking relationships with the Custodian have been and will
continue to be unrelated to and unaffected by the relationship between the
Fund and the Custodian. It will be the practice of the Fund to deal with
the Custodian in a manner uninfluenced by any banking relationship the
Custodian may have with the Manager and its affiliates. The Fund's cash
balances with the Custodian in excess of $100,000 are not protected by
Federal deposit insurance. Those uninsured balances at times may be
substantial.
Independent Auditors. The independent auditors of the Fund audit the
Fund's financial statements and perform other related audit services.
They also act as auditors for certain other funds advised by the Manager
and its affiliates.
<PAGE>
Appendix A: Description of Securities Ratings
Below is a description of the two highest rating categories for Short Term
Debt and Long Term Debt by the "Nationally-Recognized Statistical Rating
Organizations" which the Manager evaluates in purchasing securities on
behalf of the Fund. The ratings descriptions are based on information
supplied by the ratings organizations to subscribers.
Short Term Debt Ratings.
Moody's Investors Service, Inc. ("Moody's"): The following rating
designations for commercial paper (defined by Moody's as promissory
obligations not having original maturity in excess of nine months), are
judged by Moody's to be investment grade, and indicate the relative
repayment capacity of rated issuers:
Prime-1: Superior capacity for repayment. Capacity will normally be
evidenced by the following characteristics: (a) leveling market positions
in well-established industries; (b) high rates of return on funds
employed; (c) conservative capitalization structures with moderate
reliance on debt and ample asset protection; (d) broad margins in earning
coverage of fixed financial charges and high internal cash generation; and
(e) well established access to a range of financial markets and assured
sources of alternate liquidity.
Prime-2: Strong capacity for repayment. This will normally be evidenced
by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may
be more affected by external conditions. Ample alternate liquidity is
maintained.
Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG"). Short-term notes which
have demand features may also be designated as "VMIG". These rating
categories are as follows:
MIG1/VMIG1: Best quality. There is present strong protection by
established cash flows, superior liquidity support or demonstrated
broadbased access to the market for refinancing.
MIG2/VMIG2: High quality. Margins of protection are ample although not
so large as in the preceding group.
Standard & Poor's Corporation ("S&P"): The following ratings by S&P for
commercial paper (defined by S&P as debt having an original maturity of
no more than 365 days) assess the likelihood of payment:
A-1: Strong capacity for timely payment. Those issues determined to
possess extremely strong safety characteristics are denoted with a plus
sign (+) designation.
A-2: Satisfactory capacity for timely payment. However, the relative
degree of safety is not as high as for issues designated "A-1".
S&P's ratings for Municipal Notes due in three years or less are:
SP-1: Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be
given a plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest.
S&P assigns "dual ratings" to all municipal debt issues that have a demand
or double feature as part of their provisions. The first rating addresses
the likelihood of repayment of principal and interest as due, and the
second rating addresses only the demand feature. With short-term demand
debt, S&P's note rating symbols are used with the commercial paper symbols
(for example, "SP-1+/A-1+").
Fitch Investors Service, Inc. ("Fitch"): Fitch assigns the following
short-term ratings to debt obligations that are payable on demand or have
original maturities of generally up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and
investment notes:
F-1+: Exceptionally strong credit quality; the strongest degree of
assurance for timely payment.
F-1: Very strong credit quality; assurance of timely payment is only
slightly less in degree than issues rated "F-1+".
F-2: Good credit quality; satisfactory degree of assurance for timely
payment, but the margin of safety is not as great as for issues assigned
"F-1+" or "F-1" ratings.
Duff & Phelps, Inc. ("Duff & Phelps"): The following ratings are for
commercial paper (defined by Duff & Phelps as obligations with maturities,
when issued, of under one year), asset-backed commercial paper, and
certificates of deposit (the ratings cover all obligations of the
institution with maturities, when issued, of under one year, including
bankers' acceptance and letters of credit):
Duff 1+: Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative sources
of funds, is outstanding, and safety is just below risk-free U.S. Treasury
short-term obligations.
Duff 1: Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk
factors are minor.
Duff 1-: High certainty of timely payment. Liquidity factors are strong
and supported by good fundamental protection factors. Risk factors are
very small.
Duff 2: Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors
are small.
IBCA Limited or its affiliate IBCA Inc. ("IBCA"): Short-term ratings,
including commercial paper (with maturities up to 12 months), are as
follows:
A1+: Obligations supported by the highest capacity for timely repayment.
A1: Obligations supported by a very strong capacity for timely repayment.
A2: Obligations supported by a strong capacity for timely repayment,
although such capacity may be susceptible to adverse changes in business,
economic, or financial conditions.
Thomson BankWatch, Inc. ("TBW"): The following short-term ratings apply
to commercial paper, certificates of deposit, unsecured notes, and other
securities having a maturity of one year or less.
TBW-1: The highest category; indicates the degree of safety regarding
timely repayment of principal and interest is very strong.
TBW-2: The second highest rating category; while the degree of safety
regard ing timely repayment of principal and interest is strong, the
relative degree of safety is not as high as for issues rated "TBW-1".
Long Term Debt Ratings.
These ratings are relevant for securities purchased by the Fund with a
remaining maturity of 397 days or less, or for rating issuers of short-
term obligations.
Moody's: Bonds (including municipal bonds) are rated as follows:
Aaa: Judged to be the best quality. They carry the smallest degree of
investment risk and are generally referred to as "gilt edge." Interest
payments are protected by a large or by an exceptionally stable margin,
and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong positions of such issues.
Aa: Judged to be of high quality by all standards. Together with the
"Aaa" group they comprise what are generally known as high-grade bonds.
They are rated lower than the best bonds because margins of protection may
not be as large as in "Aaa" securities or fluctuations of protective
elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in
"Aaa" securities.
Moody's applies numerical modifiers "1", "2" and "3" in its "Aa" rating
classification. The modifier "1" indicates that the security ranks in the
higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates that the issue ranks
in the lower end of its generic rating category.
Standard & Poor's: Bonds (including municipal bonds) are rated as
follows:
AAA: The highest rating assigned by S&P. Capacity to pay interest and
repay principal is extremely strong.
AA: A strong capacity to pay interest and repay principal and differ from
"AAA" rated issues only in small degree.
Fitch:
AAA: Considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable
events.
AA: Considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated "AAA". Plus (+) and minus (-)
signs are used in the "AA" category to indicate the relative position of
a credit within that category.
Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+".
Duff & Phelps:
AAA: The highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.
AA: High credit quality. Protection factors are strong. Risk is modest
but may vary slightly from time to time because of economic conditions.
Plus (+) and minus (-) signs are used in the "AA" category to indicate the
relative position of a credit within that category.
IBCA: Long-term obligations (with maturities of more than 12 months) are
rated as follows:
AAA: The lowest expectation of investment risk. Capacity for timely
repayment of principal and interest is substantial such that adverse
changes in business, economic, or financial conditions are unlikely to
increase investment risk significantly.
AA: A very low expectation for investment risk. Capacity for timely
repayment of principal and interest is substantial. Adverse changes in
business, economic, or financial conditions may increase investment risk
albeit not very significantly.
A plus (+) or minus (-) sign may be appended to a long term rating to
denote relative status within a rating category.
TBW: TBW issues the following ratings for companies. These ratings
assess the likelihood of receiving payment of principal and interest on
a timely basis and incorporate TBW's opinion as to the vulnerability of
the company to adverse developments, which may impact the market's
perception of the company, thereby affecting the marketability of its
securities.
A: Possesses an exceptionally strong balance sheet and earnings record,
translating into an excellent reputation and unquestioned access to its
natural money markets. If weakness or vulnerability exists in any aspect
of the company's business, it is entirely mitigated by the strengths of
the organization.
A/B: The company is financially very solid with a favorable track record
and no readily apparent weakness. Its overall risk profile, while low,
is not quite as favorable as for companies in the highest rating category.
<PAGE>
Appendix B: Industry Classifications
Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
Food
Gas Transmission
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking
<TABLE>
-------------------------------------------------------------------------------------------
Independent Auditors' Report
-------------------------------------------------------------------------------------------
==========================================================
==========================================================
===============
<S> <C>
The Board of Directors and Shareholders of Oppenheimer Money Market Fund, Inc.:
We have audited the accompanying statements of investments and assets and liabilities of
Oppenheimer Money Market Fund, Inc. as of December 31, 1994, and the related statement of
operations for the year then ended, the statements of changes in net assets for each of the
years in the two-year period then ended and the financial highlights for each of the years
in the ten-year period then ended. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1994, by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above
present fairly, in all material respects, the financial position of Oppenheimer Money
Market Fund, Inc. as of December 31, 1994, the results of its operations for the year then
ended, the changes in its net assets for each of the years in the two-year period then
ended, and the financial highlights for each of the years in the ten-year period then
ended, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Denver, Colorado
January 23, 1995
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Statement of Investments December 31, 1994
-----------------------------------------------------------------------------------------
Face Market Value
Amount See Note 1
==========================================================
==========================================================
============
<S> <C> <C> <C>
Bankers' Acceptances--2.1%
- --------------------------------------------------------------------------------------------------------------------------------
Chase Manhattan Bank, N.A., 5.80%, 2/6/95 $10,000,000 $ 9,942,000
-----------------------------------------------------------------------------------------
CoreStates Bank, N.A., 5.15%, 1/18/95 10,000,000 9,975,681
------------
Total Bankers' Acceptances (Cost $19,917,681) 19,917,681
==========================================================
==========================================================
============
Certificates of Deposit--1.3%
- --------------------------------------------------------------------------------------------------------------------------------
Domestic Certificates Huntington National Bank, 5.82%, 1/4/95(1) 7,000,000 6,998,612
of Deposit--0.8%
- --------------------------------------------------------------------------------------------------------------------------------
Yankee Certificates Mitsubishi Bank, Ltd., 5.87%, 2/17/95 5,000,000 4,999,871
of Deposit--0.5% ------------
Total Certificates of Deposit (Cost $11,998,483) 11,998,483
==========================================================
==========================================================
============
Direct Bank Obligations--1.1%
- --------------------------------------------------------------------------------------------------------------------------------
FCC National Bank, 5.82%, 1/4/95(1) 5,000,000 4,996,188
-----------------------------------------------------------------------------------------
First National Bank of Boston, 5.645%, 2/16/95 5,000,000 4,997,528
------------
Total Direct Bank Obligations (Cost $9,993,716) 9,993,716
==========================================================
==========================================================
============
Letters of Credit--8.4%
- --------------------------------------------------------------------------------------------------------------------------------
Credit Suisse, guaranteeing commercial paper of:
Queensland Alumina Ltd., 5.50%, 1/11/95 11,657,000 11,639,191
Queensland Alumina Ltd., 5.80%, 2/1/95 7,436,000 7,398,861
Queensland Alumina Ltd., 5.80%, 2/17/95 6,092,000 6,045,870
Queensland Alumina Ltd., 5.82%, 2/3/95 8,235,000 8,191,066
Queensland Alumina Ltd., 6%, 2/6/95 7,711,000 7,664,734
-----------------------------------------------------------------------------------------
Mitsubishi Bank Ltd., guaranteeing commercial paper of:
Mitsubishi Motors Credit of America, 5.45%, 1/13/95 8,766,000 8,749,761
Mitsubishi Motors Credit of America, 5.50%, 1/9/95 6,148,000 6,140,486
Mitsubishi Motors Credit of America, 5.71%, 1/11/95 5,000,000 4,992,069
Mitsubishi Motors Credit of America, 6.10%, 1/17/95 7,170,000 7,150,561
-----------------------------------------------------------------------------------------
Sanwa Bank Ltd., guaranteeing commercial paper of:
Orix America, Inc., 5.62%, 2/1/95(2) 10,000,000 9,951,607
------------
Total Letters of Credit (Cost $77,924,206) 77,924,206
==========================================================
==========================================================
============
Short-Term Notes--79.3%
- --------------------------------------------------------------------------------------------------------------------------------
Asset-Backed--6.7% Beta Finance, Inc., 6.15%, 2/13/95(2) 2,000,000 1,985,308
-----------------------------------------------------------------------------------------
Cooperative Association of Tractor Dealers, Inc.,
6.10%, 1/13/95 5,000,000 4,989,833
-----------------------------------------------------------------------------------------
CXC, Inc.:
5.75%, 2/10/95 6,000,000 5,961,667
5.98%, 2/1/95(2) 5,946,000 5,915,279
-----------------------------------------------------------------------------------------
Preferred Receivables Funding Corp.:
5.52%, 1/25/95 9,550,000 9,514,856
5.65%, 1/10/95 3,250,000 3,245,409
5.70%, 1/9/95 10,000,000 9,987,333
-----------------------------------------------------------------------------------------
Riverwoods Funding Corp., 6.15%, 2/13/95 5,000,000 4,963,271
-----------------------------------------------------------------------------------------
WCP Funding, 6.10%, 2/13/95 16,000,000 15,883,423
------------
62,446,379
</TABLE>
5 Oppenheimer Money Market Fund, Inc.
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Statement of Investments (Continued)
-----------------------------------------------------------------------------------------
Face Market Value
Amount See Note 1
==========================================================
==========================================================
============
<S> <C> <C> <C>
Banks--3.3% Bankers Trust New York Corp., 5.64%, 1/3/95(1)(2)(3) $ 5,000,000 $ 4,999,490
-----------------------------------------------------------------------------------------
Chase Manhattan Corp.:
5.36%, 1/13/95 6,000,000 5,989,280
5.40%, 1/17/95 5,000,000 4,988,000
-----------------------------------------------------------------------------------------
CoreStates Capital Corp., 6.17%, 2/7/95 5,000,000 4,968,293
-----------------------------------------------------------------------------------------
Fleet Financial Group, Inc., 6.10%, 1/17/95 10,000,000 9,972,889
------------
30,917,952
- --------------------------------------------------------------------------------------------------------------------------------
Beverages: Alcoholic--1.2% Bass Finance (C.I.), Ltd., guaranteed by
Bass Capital PLC, 5.82%, 2/21/95 11,520,000 11,425,018
- --------------------------------------------------------------------------------------------------------------------------------
Beverages: Soft Drinks--2.7% Coca-Cola Enterprises, Inc., 5.80%, 2/6/95(2) 25,000,000 24,855,000
- --------------------------------------------------------------------------------------------------------------------------------
Broker/Dealers--13.7% Bear Stearns Cos., Inc.:
5.79%, 1/3/95(1) 5,000,000 5,000,000
5.97%, 1/4/95(1) 5,000,000 5,000,000
6.241%, 1/6/95(1) 17,000,000 17,000,000
6.244%, 1/9/95(1) 5,000,000 5,000,000
-----------------------------------------------------------------------------------------
BT Securities Corp., 5.92%, 1/4/95(1) 5,000,000 5,000,000
-----------------------------------------------------------------------------------------
CS First Boston Group, Inc., 5.10%, 3/8/95(2) 5,000,000 4,953,250
-----------------------------------------------------------------------------------------
Goldman Sachs Group L.P.:
5.30%, 1/12/95 5,000,000 4,991,903
6.145%, 1/13/95(1)(2)(3) 5,000,000 5,000,000
6.375%, 3/21/95(1)(2)(3) 5,000,000 5,000,000
-----------------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc.:
5.61%, 1/12/95 3,000,000 3,000,000
6.22%, 1/3/95(1) 35,000,000 35,000,000
-----------------------------------------------------------------------------------------
Morgan Stanley Group, Inc., 5.49%, 1/3/95(1) 32,325,000 32,325,000
------------
127,270,153
- --------------------------------------------------------------------------------------------------------------------------------
Building Materials Group--0.6% Compagnie de Saint-Gobain SA, 5.08%, 3/1/95 5,000,000 4,958,372
- --------------------------------------------------------------------------------------------------------------------------------
Commercial Finance--3.2% CIT Group Holdings, Inc.:
5.20%, 1/19/95 5,000,000 4,987,000
6.15%, 2/6/95 15,000,000 14,907,750
6.309%, 1/11/95(1)(4) 10,000,000 10,000,000
------------
29,894,750
- --------------------------------------------------------------------------------------------------------------------------------
Conglomerates--2.2% ITT Corp., 5.87%, 2/15/95 10,000,000 9,926,625
-----------------------------------------------------------------------------------------
Mitsubishi International Corp.:
5.60%, 2/1/95 5,000,000 4,975,889
5.82%, 2/15/95 3,000,000 2,978,175
-----------------------------------------------------------------------------------------
Pacific Dunlop Holdings, Inc., guaranteed by
Pacific Dunlop Ltd., 6.05%, 2/28/95(2) 2,610,000 2,584,560
------------
20,465,249
- --------------------------------------------------------------------------------------------------------------------------------
Consumer Finance Sears Roebuck Acceptance Corp.:
(Personal Loans)--4.8% 5.10%, 1/23/95 15,000,000 14,953,250
5.83%, 1/31/95 10,000,000 9,951,417
5.83%, 2/8/95 10,000,000 9,938,461
5.90%, 2/6/95 10,000,000 9,941,000
------------
44,784,128
</TABLE>
6 Oppenheimer Money Market Fund, Inc.
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Face Market Value
Amount See Note 1
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Diversified Finance--7.5% Ford Motor Credit Co., 6.13%, 2/6/95 $12,500,000 $ 12,427,500
-----------------------------------------------------------------------------------------
General Electric Capital Corp.:
5.18%, 1/19/95 3,300,000 3,291,453
5.82%, 2/21/95 15,000,000 14,876,325
-----------------------------------------------------------------------------------------
General Motors Acceptance Corp.:
5.125%, 1/25/95 5,333,000 5,314,779
5.92%, 1/30/95 15,000,000 14,926,896
6.20%, 2/9/95 8,000,000 7,946,267
-----------------------------------------------------------------------------------------
ITT Financial Corp., 5.83%, 2/15/95 11,000,000 10,919,837
------------
69,703,057
- --------------------------------------------------------------------------------------------------------------------------------
Electric Companies--3.7% Central & Southwest Corp., 5.98%, 2/8/95 25,000,000 24,842,194
-----------------------------------------------------------------------------------------
Vattenfall Treasury, Inc., guaranteed by
Vattenfall AB, 5.80%, 1/30/95 10,000,000 9,953,278
------------
34,795,472
- --------------------------------------------------------------------------------------------------------------------------------
Factoring--1.9% CSW Credit, Inc.:
5.70%, 1/9/95 11,000,000 10,986,067
6.17%, 3/2/95 6,715,000 6,645,947
------------
17,632,014
- --------------------------------------------------------------------------------------------------------------------------------
Financial Services: Countrywide Funding Corp.:
Miscellaneous--4.3% 6.20%, 1/3/95 25,000,000 24,991,389
6.30%, 1/4/95 14,750,000 14,742,256
------------
39,733,645
- --------------------------------------------------------------------------------------------------------------------------------
Healthcare: Miscellaneous--1.1% Sherwood Medical Co., guaranteed by
American Home Products, 5.95%, 2/21/95(2) 10,000,000 9,915,708
- --------------------------------------------------------------------------------------------------------------------------------
Insurance--6.7% Internationale Nederlanden Verzekeringen, NV,
guaranteeing commercial paper of:
Internationale Nederlanden U.S.
Insurance Holdings, Inc., 5.55%, 1/19/95 5,300,000 5,285,293
Internationale Nederlanden U.S.
Insurance Holdings, Inc., 6%, 1/30/95 12,400,000 12,340,066
Internationale Nederlanden U.S.
Insurance Holdings, Inc., 6.10%, 2/7/95 7,500,000 7,452,979
-----------------------------------------------------------------------------------------
Sun Life Insurance Co., 6.275%, 1/4/95(1)(4) 30,000,000 30,000,000
-----------------------------------------------------------------------------------------
TransAmerica Life Insurance and Annuity Co.,
5.79%, 1/3/95(1)(2)(4) 7,000,000 7,000,000
------------
62,078,338
- --------------------------------------------------------------------------------------------------------------------------------
Lease Financing--9.4% International Lease Finance Corp.:
5.75%, 2/8/95 5,000,000 4,969,653
5.80%, 2/14/95 10,000,000 9,929,111
5.82%, 2/21/95 5,000,000 4,958,775
5.85%, 2/24/95 16,000,000 15,859,600
5.98%, 2/2/95 5,000,000 4,973,422
6%, 2/3/95 5,000,000 4,972,500
-----------------------------------------------------------------------------------------
Sanwa Business Credit Corp.:
5.90%, 1/30/95 21,850,000 21,742,632
6.14%, 2/10/95 10,000,000 9,931,778
6.18%, 2/8/95 10,000,000 9,934,766
------------
87,272,237
</TABLE>
7 Oppenheimer Money Market Fund, Inc.
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Statement of Investments (Continued)
-----------------------------------------------------------------------------------------
Face Market Value
Amount See Note 1
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lubricants and Fuels--0.4% Burmah Castrol Finance PLC, guaranteed by Burmah
Castrol PLC, 6.25%, 2/21/95(2) $4,000,000 $ 3,964,583
- --------------------------------------------------------------------------------------------------------------------------------
Oil: Integrated International--1.0% Texaco, Inc., 6%, 2/3/95 9,000,000 8,950,500
- --------------------------------------------------------------------------------------------------------------------------------
Retail Stores: Department, St. Michael Finance Ltd., guaranteed by
General and Specialty--0.6% Marks & Spencer PLC, 6.15%, 2/7/95 5,000,000 4,968,396
- --------------------------------------------------------------------------------------------------------------------------------
Technology--1.9% Electronic Data Systems Corp.:
5.95%, 2/15/95 11,000,000 10,919,312
6.15%, 2/9/95 6,625,000 6,580,861
------------
17,500,173
- --------------------------------------------------------------------------------------------------------------------------------
Telecommunications--1.9% NYNEX Corp.:
6.12%, 2/16/95 5,000,000 4,960,900
6.20%, 2/17/95 7,000,000 6,943,339
6.25%, 1/31/95 6,000,000 5,968,750
------------
17,872,989
- --------------------------------------------------------------------------------------------------------------------------------
Tobacco--0.5% American Brands, Inc., 5.52%, 1/18/95 5,000,000 4,986,967
------------
Total Short-Term Notes (Cost $736,391,080) 736,391,080
==========================================================
==========================================================
============
U.S. Government Obligations--7.4%
- --------------------------------------------------------------------------------------------------------------------------------
Export-Import Bank, 6.90%, 1/10/95(1)(2) 1,715,868 1,728,608
-----------------------------------------------------------------------------------------
Small Business Administration,
6.50%--10.125%, 1/1/95(4) 64,196,305 67,438,393
------------
Total U.S. Government Obligations (Cost $69,167,001) 69,167,001
- --------------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value
(Cost $925,392,167) 99.6% 925,392,167
- --------------------------------------------------------------------------------------------------------------------------------
Other Assets Net of Liabilities 0.4 3,560,426
---------- ------------
Net Assets 100.0% $928,952,593
==========
============
1. Variable rate security. The interest rate, which is based on specific, or an index of,
current market interest rates, is subject to change periodically and is the effective rate
on December 31, 1994.
2. Security purchased in private placement transaction, without registration under the
Securities Act of 1933 (the Act). The securities are carried at amortized cost and amount to
$87,853,392, or 9% of the Fund's net assets.
3. In addition to being restricted, the security is considered illiquid by virtue of the
absence of a readily available market or because of legal or contractual restrictions on
resale. Illiquid securities amounted to $14,999,490, or 2% of the Fund's net assets, at
December 31, 1994. The Fund may not invest more than 10% of its net assets (determined at
the time of purchase) in illiquid securities.
4. Floating or variable rate obligation maturing in more than one year. The interest rate,
which is based on specific, or an index of, current market interest rates, is subject to
change periodically and is the effective rate on December 31, 1994. This instrument may also
have a demand feature which allows the recovery of principal at any time, or at specified
intervals not exceeding one year, on up to 30 days notice. Maturity date shown represents
effective maturity based on variable rate and, if applicable, demand feature.
See accompanying Notes to Financial Statements.
</TABLE>
8 Oppenheimer Money Market Fund, Inc.
<PAGE>
<TABLE>
---------------------------------------------------------------------------------------------
Statement of Assets and Liabilities December 31, 1994
---------------------------------------------------------------------------------------------
==========================================================
==========================================================
===============
<S> <C> <C>
Assets Investments, at value (cost $925,392,167)--see accompanying statement $925,392,167
---------------------------------------------------------------------------------------------
Cash 4,847,046
---------------------------------------------------------------------------------------------
Receivables:
Shares of capital stock sold 19,590,639
Interest and principal paydowns 3,010,965
---------------------------------------------------------------------------------------------
Other 171,938
------------
Total assets 953,012,755
==========================================================
==========================================================
===============
Liabilities Payables and other liabilities:
Shares of capital stock redeemed 23,550,218
Other 509,944
------------
Total liabilities 24,060,162
==========================================================
==========================================================
===============
Net Assets $928,952,593
============
==========================================================
==========================================================
===============
Composition of Net Assets Par value of shares of capital stock 92,900,362
---------------------------------------------------------------------------------------------
Additional paid-in capital 836,103,260
---------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) from investment transactions (51,029)
------------
Net assets--applicable to 929,003,622 shares of capital stock outstanding $928,952,593
============
==========================================================
==========================================================
===============
Net Asset Value, Redemption Price and Offering Price Per Share $1.00
See accompanying Notes to Financial Statements.
</TABLE>
9 Oppenheimer Money Market Fund, Inc.
<PAGE>
<TABLE>
---------------------------------------------------------------------------------------------
Statement of Operations For the Year Ended December 31, 1994
---------------------------------------------------------------------------------------------
==========================================================
==========================================================
===============
<S> <C> <C>
Investment Income Interest $ 37,019,199
==========================================================
==========================================================
===============
Expenses Management fees--Note 3 3,540,849
---------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Note 3 1,988,269
---------------------------------------------------------------------------------------------
Shareholder reports 517,912
---------------------------------------------------------------------------------------------
Custodian fees and expenses 99,263
---------------------------------------------------------------------------------------------
Directors' fees and expenses 73,036
---------------------------------------------------------------------------------------------
Legal and auditing fees 39,016
---------------------------------------------------------------------------------------------
Registration and filing fees 75,709
---------------------------------------------------------------------------------------------
Other 241,545
------------
Total expenses 6,575,599
==========================================================
==========================================================
===============
Net Investment Income (Loss) 30,443,600
==========================================================
==========================================================
===============
Net Realized Gain (Loss) on Investments (51,539)
==========================================================
==========================================================
===============
Net Increase (Decrease) in Net Assets Resulting From Operations $ 30,392,061
============
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
Statements of Changes in Net Assets
---------------------------------------------------------------------------------------------
Year Ended December 31,
1994 1993
==========================================================
==========================================================
===============
<S> <C> <C> <C>
Operations Net investment income (loss) $ 30,443,600 $ 17,321,066
---------------------------------------------------------------------------------------------
Net realized gain (loss) on investments (51,539) 211,020
------------ ------------
Net increase (decrease) in net assets resulting from operations 30,392,061 17,532,086
==========================================================
==========================================================
===============
Dividends and Distributions
To Shareholders (30,443,600) (17,675,610)
==========================================================
==========================================================
===============
Capital Stock Net increase (decrease) in net assets resulting from
Transactions capital stock transactions--Note 2 317,726,707 (80,347,909)
==========================================================
==========================================================
===============
Net Assets Total increase (decrease) 317,675,168 (80,491,433)
---------------------------------------------------------------------------------------------
Beginning of period 611,277,425 691,768,858
------------ ------------
End of period $928,952,593 $611,277,425
============
============
See accompanying Notes to Financial Statements.
</TABLE>
10 Oppenheimer Money Market Fund, Inc.
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Financial Highlights
---------------------------------------------------------------------------------------
Year Ended December 31,
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
==========================================================
==========================================================
==========
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C> <C>
Per Share Operating Data:
Net asset value, beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- ------------------------------------------------------------------------------------------------------------------------------
Income from investment operations--
net investment income and net
realized gain on investments .04 .03 .03 .06 .08 .08 .07 .06 .06 .07
- ------------------------------------------------------------------------------------------------------------------------------
Dividends and distributions
to shareholders (.04) (.03) (.03) (.06) (.08) (.08) (.07) (.06) (.06) (.07)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ====== ======
====== ====== ====== ======
==========================================================
==========================================================
==========
Ratios/Supplemental Data:
Net assets, end of year
(in millions) $929 $611 $692 $899 $1,082 $940 $794 $718 $744 $738
- ------------------------------------------------------------------------------------------------------------------------------
Average net assets (in millions) $804 $653 $811 $1,003 $1,033 $873 $713 $620 $752 $1,026
- ------------------------------------------------------------------------------------------------------------------------------
Number of shares outstanding
at end of year (in millions) 929 611 692 899 1,082 940 794 718 744 738
- ------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income 3.79% 2.65% 3.42% 5.66% 7.66% 8.55% 6.98% 6.04% 6.12%
7.56%
Expenses .82% .87% .88% .77% .74% .78% .80% .86% .77% .77%
See accompanying Notes to Financial Statements.
</TABLE>
11 Oppenheimer Money Market Fund, Inc.
<PAGE>
<TABLE>
-------------------------------------------------------------------------------------------
Notes to Financial Statements
-------------------------------------------------------------------------------------------
==========================================================
==========================================================
===============
<S> <C>
1. Significant Oppenheimer Money Market Fund, Inc. (the Fund) is registered under the Investment Company
Accounting Policies Act of 1940, as amended, as a diversified, open-end management investment company. The
Fund's investment advisor is Oppenheimer Management Corporation (the Manager). The
following is a summary of significant accounting policies consistently followed by the
Fund.
-------------------------------------------------------------------------------------------
Investment Valuation. Portfolio securities are valued on the basis of amortized cost, which
approximates market value.
-------------------------------------------------------------------------------------------
Repurchase Agreements. The Fund requires the custodian to take possession, to have legally
segregated in the Federal Reserve Book Entry System or to have segregated within the
custodian's vault, all securities held as collateral for repurchase agreements. The market
value of the underlying securities is required to be at least 102% of the resale price at
the time of purchase. If the seller of the agreement defaults and the value of the
collateral declines, or if the seller enters an insolvency proceeding, realization of the
value of the collateral by the Fund may be delayed or limited.
-------------------------------------------------------------------------------------------
Federal Income Taxes. The Fund intends to continue to comply with provisions of the
Internal Revenue Code applicable to regulated investment companies and to distribute all of
its taxable income to shareholders. Therefore, no federal income tax provision is required.
At December 31, 1994, the Fund had available for federal income tax purposes an unused
capital loss carryover of approximately $41,000.
-------------------------------------------------------------------------------------------
Directors' Fees and Expenses. The Fund has adopted a nonfunded retirement plan for the
Fund's independent directors. Benefits are based on years of service and fees paid to each
director during the years of service. During the year ended December 31, 1994, a provision
of $10,191 was made for the Fund's projected benefit obligations, resulting in an
accumulated liability of $127,932 at December 31, 1994. No payments have been made under
the plan.
-------------------------------------------------------------------------------------------
Distributions to Shareholders. The Fund intends to declare dividends from net investment
income each day the New York Stock Exchange is open for business and pay such dividends
monthly. To effect its policy of maintaining a net asset value of $1.00 per share, the Fund
may withhold dividends or make distributions of net realized gains.
-------------------------------------------------------------------------------------------
Other. Investment transactions are accounted for on the date the investments are purchased
or sold (trade date). Realized gains and losses on investments are determined on an
identified cost basis, which is the same basis used for federal income tax purposes.
==========================================================
==========================================================
===============
2. Capital Stock The Fund has authorized 5,000,000,000 shares of $.10 par value capital stock. Transactions
in shares of capital stock were as follows:
<CAPTION>
Year Ended December 31, 1994 Year Ended December 31, 1993
-------------------------------- ----------------------------------
Shares Amount Shares Amount
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sold 1,884,595,724 $ 1,884,595,724 1,042,487,698 $ 1,042,487,698
Dividends and
distributions
reinvested 28,594,376 28,594,376 16,858,588 16,858,588
Redeemed (1,595,463,393) (1,595,463,393) (1,139,694,195) (1,139,694,195)
------------- --------------- ------------- ---------------
Net increase
(decrease) 317,726,707 $ 317,726,707 (80,347,909) $ (80,347,909)
============= ===============
============= ===============
==========================================================
==========================================================
===============
3. Management Fees Management fees paid to the Manager were in accordance with the investment advisory
And Other Transactions agreement with the Fund which provides for an annual fee of .45% on the first $500
million
With Affiliates of net assets with a reduction of .025% on each $500 million thereafter, to .375% on net
assets in excess of $1.5 billion. The Manager has agreed to reimburse the Fund if aggregate
expenses (with specified exceptions) exceed the lesser of 1% of average annual net assets
of the Fund or 25% of the total annual investment income of the Fund.
Oppenheimer Shareholder Services (OSS), a division of the Manager, is the transfer and
shareholder servicing agent for the Fund, and for other registered investment companies.
OSS's total costs of providing such services are allocated ratably to these companies.
</TABLE>
<PAGE>
Investment Adviser
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203
Distributor
Oppenheimer Funds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer and Shareholder Servicing Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
Citibank, N.A.
399 Park Avenue
New York, New York 10043
Independent Auditors
KPMG Peat Marwick LLP
707 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen
Shalov & Wein
114 West 47th Street
New York, New York 10036
<PAGE>
OPPENHEIMER MONEY MARKET FUND, INC.
FORM N-IA
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements
1. Financial Highlights - (See Part A) - Filed herewith.
2. Independent Auditors' Report - (See Part B) - Filed
herewith.
3. Statement of Investments - (See Part B) - Filed herewith.
4. Statement of Assets and Liabilities - (See Part B) - Filed
herewith.
5. Statement of Operations - (See Part B) - Filed herewith.
6. Statements of Changes in Net Assets - (See Part B) - Filed
herewith.
7. Notes to Financial Statements - (See Part B) - Filed
herewith.
(b) Exhibits
--------
1. (i) Articles of Incorporation of Registrant dated December 13,
1973: Previously, filed with the Registration Statement
of the Registrant on Form S-5 and refiled herewith pursuant
to Item 102 of Regulation S-T.
(ii) Articles of Amendment of Articles of Incorporation dated
April 10, 1974: Previously filed with Post-Effective
Amendment No. 3 to the Registration Statement of the
Registrant and refiled herewith pursuant to Item 102 of
Regulation S-T.
(iii) Articles of Amendment of Articles of Incorporation dated
July 9, 1975. Previously filed with Post-Effective
Amendment No. 9 to the Registration Statement of the
Registrant and refiled herewith pursuant to Item 102 of
Regulation S-T.
(iv) Articles of Amendment of Articles of Incorporation dated
December 13, 1979: Previously filed with Post-Effective
Amendment No. 42 of the Registrant's Registration
Statement, 4/28/88, and refiled herewith pursuant to Item
102 of Regulation S-T.
(v) Articles of Amendment of Articles of Incorporation dated
May 22, 1980: Previously filed with Post-Effective
Amendment No. 42 of the Registrant's Registration
Statement, 4/28/88, and refiled herewith pursuant to Item
102 of Regulation S-T.
(vi) Articles of Amendment of Articles of Incorporation dated
June 16, 1980: Previously filed with Post-Effective
Amendment No. 42 of the Registrant's Registration
Statement, 4/28/88, and refiled herewith pursuant to Item
102 of Regulation S-T.
(vii) Articles of Amendment of Articles of Incorporation dated
July 2, 1981: Previously filed with Post-Effective
Amendment No. 26 to the Registration Statement of the
Registrant and refiled herewith pursuant to Item 102 of
Regulation S-T.
(viii) Articles of Amendment of Articles of Incorporation dated
February 23, 1982: Previously filed with Post-Effective
Amendment No. 27 to the Registration Statement of The
Registrant and refiled herewith pursuant to Item 102 of
Regulation S-T.
(ix) Articles of Amendment of Articles of Incorporation dated
August 30, 1982: Previously filed with Post-Effective
Amendment No. 42 to the Registrant's Registration
Statement, 4/28/88, and refiled herewith pursuant to Item
102 of Regulation S-T.
2. Re-stated By-Laws of Registrant dated August 6, 1987:
Previously filed with Post-Effective Amendment No. 42 to the
Registrant's Registration Statement, 4/28/88, and refiled
herewith pursuant to Item 102 of Regulation S-T.
3. Not applicable.
4. Specimen Stock Certificate: Filed herewith.
5. Investment Advisory Agreement dated October 22, 1990:
Previously filed with Post-Effective Amendment No. 45 to the
Registrant's Registration Statement, 3/1/91, and refiled
herewith pursuant to Item 102 of Regulation S-T.
6. (i) General Distributor's Agreement dated December 10, 1992:
Previously filed with Post-Effective Amendment No. 50 to
Registrant's Registration Statement, 4/22/93, and refiled
herewith pursuant to Item 102 of Regulation S-T.
(ii) Form of Oppenheimer Funds Distributor, Inc. Dealer
Agreement: Filed with Post-Effective Amendment No. 14 to
the Registration Statement of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated
herein by reference.
(iii) Form of Oppenheimer Funds Distributor, Inc. Broker
Agreement: Filed with Post-Effective Amendment No. 14 to
the Registration Statement of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated
herein by reference.
(iv) Form of Oppenheimer Funds Distributor, Inc. Agency
Agreement: Filed with Post-Effective Amendment No. 14 to
the Registration Statement of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated
herein by reference.
(v) Oppenheimer Funds Distributor, Inc., Broker Agreement with
Newbridge Securities dated October 1, 1986: Previously
filed with Post-Effective Amendment No.25 to the
Registration Statement of Oppenheimer Growth Fund (Reg. No.
2-45272) and refiled with Post-Effective Amendment No. 45
of Oppenheimer Growth Fund (Reg. No. 2-45272), 8/22/94,
pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
7. Not applicable.
8. (i) Custodian Agreement dated April 16, 1974: Previously filed
with Post-Effective Amendment No. 42 to the Registrant's
Registration Statement, 4/28/88, and refiled herewith
pursuant to Item 102 of Regulation S-T.
(ii) Amendment to Custodian Agreement dated December 15, 1975:
Previously filed with Post-Effective Amendment No. 42 to
the Registrant's Registration Statement, 4/28/88, and
refiled herewith pursuant to Item 102 of Regulation S-T.
(iii) Amendment to Custodian Agreement dated March, 1978:
Previously filed with Post-Effective Amendment No. 42 to
the Registrant's Registration Statement, 4/28/88, and
refiled herewith pursuant to Item 102 of Regulation S-T.
(iv) Amendment to Custodian Agreement dated August 13, 1980:
Previously filed with Post-Effective Amendment No. 42 to
the Registrant's Registration Statement, 4/28/88, and refiled
herewith pursuant to Item 102 of Regulation S-T.
(v) Amendment to Custodian Agreement dated September 28, 1984:
Previously filed with Post-Effective Amendment No. 42 to
the Registrant's Registration Statement, 4/28/88, and
refiled herewith pursuant to Item 102 of Regulation S-T.
9. Not applicable.
10. Opinion and Consent of Counsel dated 2/28/74: Previously filed
with Registrant's Registration Statement and refiled herewith
pursuant to Item 102 of Regulation S-T.
11. Independent Auditors' Consent: Filed herewith.
12. Not applicable.
13. Not applicable.
14. (i) Form of Individual Retirement Account Trust Agreement:
Previously filed with Post-Effective Amendment No. 21 to
the Registration Statement of Oppenheimer U.S. Government
Trust (File No. 2-76645), 8/25/93, and incorporated herein
by reference.
(ii) Form of Standardized and Non-Standardized Profit Sharing
and Money Purchase Pension Plan for self-employed persons
and corporations: Previously filed with Post-Effective
Amendment No. 3 to the Registration Statement of
Oppenheimer Global Growth & Income Fund (File No. 33-
33799), 1/31/92 and refiled with Post-Effective Amendment
No. 7 to the Registration Statement of Oppenheimer Global
Growth & Income Fund (Reg. No. 33-33799), 12/1/94,
pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(iii) Form of Tax Sheltered Retirement Plan and Custody
Agreement for employees of public schools and tax-exempt
organizations: Previously filed with Post-Effective
Amendment No. 47 to the Registration Statement of
Oppenheimer Growth Fund (File No. 2-45272), 10/21/94, and
incorporated herein by reference.
(iv) Form of Simplified Employee Pension IRA: Previously filed
with Post-Effective Amendment No. 42 to the Registration
Statement of Oppenheimer Equity Income Fund (Reg. No. 2-
33043), 10/28/94, and incorporated herein by reference.
(v) Form of SAR-SEP Simplified Employee Pension IRA:
Previously filed with Post-Effective amendment No. 19 to
the Registration Statement for Oppenheimer Integrity Funds
(File No. 2-76547), 3/1/94, and incorporated herein by
reference.
15. Not applicable.
16. Performance Data computation schedule: Filed herewith.
17. Financial Data Schedule: Filed herewith.
-- Board Resolutions and Powers of Attorney: Filed with Post-
Effective Amendment No. 52, 4/29/94, and incorporated herein
by reference.
Item 25. Persons Controlled by or under Common Control with Registrant
-------------------------------------------------------------
None
Item 26. Number of Holders of Securities
-------------------------------
Number of Record
Holders as of
Title of Class April 3, 1995
-------------- ----------------
Capital Stock, par value $.10 102,060
Item 27. Indemnification
---------------
Reference is made to the provisions of Article SEVENTH of
Registrant's Articles of Incorporation, previously filed as an exhibit to
this Registration Statement, incorporated herein by reference, and to
Section 2-418 of the Maryland General Corporation Law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing provisions or
otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
(a) Oppenheimer Management Corporation is the investment adviser of
the Registrant; it and certain subsidiaries and affiliates act in the same
capacity to other registered investment companies as described in Parts
A and B hereof and listed in Item 28(b) below.
(b) Set forth below is information as to any other business,
profession, vocation or employment of a substantial nature in which each
officer and director of Oppenheimer Management Corporation is, or at any
time during the past two fiscal years has been, engaged for his/her own
account or in the capacity of director, officer, employee, partner or
trustee.
<TABLE>
<CAPTION>
Name & Current Position
with Oppenheimer Other Business and Connections
Management Corporation During the Past Two Years
- ----------------------- ------------------------------
<S> <C>
Lawrence Apolito, None.
Vice President
James C. Ayer, Jr., Vice President and Portfolio Manager of
Assistant Vice President Oppenheimer Gold & Special Minerals Fund and
Oppenheimer Global Emerging Growth Fund.
Victor Babin, None.
Senior Vice President
Robert J. Bishop Assistant Treasurer of the OppenheimerFunds
Assistant Vice President (listed below); previously a Fund Controller
for Oppenheimer Management Corporation (the
"Manager").
George Bowen Treasurer of the New York-based
Senior Vice President OppenheimerFunds; Vice President, Secretary
and Treasurer and Treasurer of the Denver-based
OppenheimerFunds. Vice President and
Treasurer of Oppenheimer Funds Distributor,
Inc. (the "Distributor") and HarbourView
Asset Management Corporation
("HarbourView"), an investment adviser
subsidiary of OMC; Senior Vice President,
Treasurer, Assistant Secretary and a
director of Centennial Asset Management
Corporation ("Centennial"), an investment
adviser subsidiary of the Manager; Vice
President, Treasurer and Secretary of
Shareholder Services, Inc. ("SSI") and
Shareholder Financial Services, Inc.
("SFSI"), transfer agent subsidiaries of
OMC; President, Treasurer and Director of
Centennial Capital Corporation; Vice
President and Treasurer of Main Street
Advisers; formerly Senior Vice President/
Comptroller and Secretary of Oppenheimer
Asset Management Corporation ("OAMC"), an
investment adviser which was a subsidiary of
the OMC.
Michael A. Carbuto, Vice President and Portfolio Manager of
Vice President Oppenheimer Tax-Exempt Cash Reserves,
Centennial California Tax Exempt Trust,
Centennial New York Tax Exempt Trust and
Centennial Tax Exempt Trust; Vice President
of Centennial.
William Colbourne, Formerly, Director of Alternative Staffing
Assistant Vice President Resources, and Vice President of Human
Resources, American Cancer Society.
Lynn Coluccy, Vice President Formerly Vice President/Director of Internal
Audit of the Manager.
O. Leonard Darling, Formerly Co-Director of Fixed Income for
Executive Vice President State Street Research & Management Co.
Robert A. Densen, None.
Vice President
Robert Doll, Jr., Vice President and Portfolio Manager of
Executive Vice President Oppenheimer Growth Fund and Oppenheimer
Target Fund; Senior Vice President and
Portfolio Manager of Strategic Income &
Growth Fund.
John Doney, Vice President Vice President and Portfolio Manager of
Oppenheimer Equity Income Fund.
Andrew J. Donohue, Secretary of the New York-based
Executive Vice President OppenheimerFunds; Vice President of the
& General Counsel Denver-based OppenheimerFunds; Executive
Vice President, Director and General Counsel
of the Distributor; formerly Senior Vice
President and Associate General Counsel of
the Manager and the Distributor.
Kenneth C. Eich, Treasurer of Oppenheimer Acquisition
Executive Vice President/ Corporation
Chief Financial Officer
George Evans, Vice President Vice President and Portfolio Manager of
Oppenheimer Global Securities Fund.
Scott Farrar, Assistant Treasurer of the OppenheimerFunds;
Assistant Vice President previously a Fund Controller for the
Manager.
Katherine P.Feld Vice President and Secretary of Oppenheimer
Vice President and Funds Distributor, Inc.; Secretary of
Secretary HarbourView, Main Street Advisers, Inc. and
Centennial; Secretary, Vice President and
Director of Centennial Capital Corp.
Jon S. Fossel, President and director of Oppenheimer
Chairman of the Board, Acquisition Corp. ("OAC"), the Manager's
Chief Executive Officer parent holding company; President, CEO and
and Director a director of HarbourView; a director of SSI
and SFSI; President, Director, Trustee, and
Managing General Partner of the Denver-based
OppenheimerFunds; formerly President of the
Manager. President and Chairman of the Board
of Main Street Advisers, Inc.
Robert G. Galli, Trustee of the New York-based
Vice Chairman OppenheimerFunds; Vice President and Counsel
of OAC; formerly he held the following
positions: a director of the Distributor,
Vice President and a director of HarbourView
and Centennial, a director of SFSI and SSI,
an officer of other OppenheimerFunds and
Executive Vice President & General Counsel
of the Manager and the Distributor.
Linda Gardner, None.
Assistant Vice President
Ginger Gonzalez, Formerly 1st Vice President/Director of
Vice President Creative Services for Shearson Lehman
Brothers.
Dorothy Grunwager, None.
Assistant Vice President
Caryn Halbrecht, Vice President and Portfolio Manager of
Vice President Oppenheimer Insured Tax-Exempt Bond Fund and
Oppenheimer Intermediate Tax Exempt Bond
Fund; an officer of other OppenheimerFunds;
formerly Vice President of Fixed Income
Portfolio Management at Bankers Trust.
Barbara Hennigar, President and Director of Shareholder
President and Chief Financial Service, Inc.
Executive Officer of
Oppenheimer Shareholder
Services, a division of OMC.
Alan Hoden, Vice President None.
Merryl Hoffman, None.
Vice President
Scott T. Huebl, None.
Assistant Vice President
Jane Ingalls, Formerly a Senior Associate with Robinson,
Assistant Vice President Lake/Sawyer Miller.
Stephen Jobe, None.
Vice President
Avram Kornberg, Formerly a Vice President with Bankers
Vice President Trust.
Paul LaRocco, Portfolio Manager of Oppenheimer Capital
Assistant Vice President Appreciation Fund; Associate Portfolio
Manager of Oppenheimer Discovery Fund and
Oppenheimer Time Fund. Formerly a
Securities Analyst for Columbus Circle
Investors.
Mitchell J. Lindauer, None.
Vice President
Loretta McCarthy, None.
Senior Vice President
Bridget Macaskill, Director of HarbourView; Director of Main
President and Director Street Advisers, Inc.; and Chairman of
Shareholder Services, Inc.
Sally Marzouk, None.
Vice President
Denis R. Molleur, None.
Vice President
Kenneth Nadler, None.
Vice President
David Negri, Vice President and Portfolio Manager of
Vice President Oppenheimer Strategic Bond Fund, Oppenheimer
Multiple Strategies Fund, Oppenheimer
Strategic Investment Grade Bond Fund,
Oppenheimer Asset Allocation Fund,
Oppenheimer Strategic Diversified Income
Fund, Oppenheimer Strategic Income Fund,
Oppenheimer Strategic Income & Growth Fund,
Oppenheimer Strategic Short-Term Income
Fund, Oppenheimer High Income Fund and
Oppenheimer Bond Fund; an officer of other
OppenheimerFunds.
Barbara Niederbrach, None.
Assistant Vice President
Stuart Novek, Formerly a Director Account Supervisor for
Vice President J. Walter Thompson.
Robert A. Nowaczyk, None.
Vice President
Robert E. Patterson, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Main Street California Tax-
Exempt Fund, Oppenheimer Insured Tax-Exempt
Bond Fund, Oppenheimer Intermediate Tax-
Exempt Bond Fund, Oppenheimer Florida Tax-
Exempt Fund, Oppenheimer New Jersey Tax-
Exempt Fund, Oppenheimer Pennsylvania Tax-
Exempt Fund, Oppenheimer California Tax-
Exempt Fund, Oppenheimer New York Tax-Exempt
Fund and Oppenheimer Tax-Free Bond Fund;
Vice President of the New York Tax-Exempt
Income Fund, Inc.; Vice President of
Oppenheimer Multi-Sector Income Trust.
Tilghman G. Pitts III, Chairman and Director of the Distributor.
Executive Vice President
and Director
Jane Putnam, Associate Portfolio Manager of Oppenheimer
Assistant Vice President Growth Fund and Oppenheimer Target Fund and
Portfolio Manager for Oppenheimer Variable
Account Funds-Growth Fund; Senior Investment
Officer and Portfolio Manager with Chemical
Bank.
Russell Read, Formerly an International Finance Consultant
Assistant Vice President for Dow Chemical.
Thomas Reedy, Vice President of Oppenheimer Multi-Sector
Vice President Income Trust and Oppenheimer Multi-
Government Trust; an officer of other
OppenheimerFunds; formerly a Securities
Analyst for the Manager.
David Rosenberg, Vice President and Portfolio Manager of
Vice President Oppenheimer Limited-Term Government Fund and
Oppenheimer U.S. Government Trust. Formerly
Vice President and Senior Portfolio Manager
for Delaware Investment Advisors.
Richard H. Rubinstein, Vice President and Portfolio Manager of
Vice President Oppenheimer Asset Allocation Fund,
Oppenheimer Fund and Oppenheimer Multiple
Strategies Fund; an officer of other
OppenheimerFunds; formerly Vice President
and Portfolio Manager/Security Analyst for
Oppenheimer Capital Corp., an investment
adviser.
Lawrence Rudnick, Formerly Vice President of Dollar Dry Dock
Assistant Vice President Bank.
Ellen Schoenfeld, None.
Assistant Vice President
Nancy Sperte, None.
Senior Vice President
Donald W. Spiro, President and Trustee of the New York-based
Chairman Emeritus OppenheimerFunds; formerly Chairman of the
and Director Manager and the Distributor.
Arthur Steinmetz, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Strategic Diversified Income
Fund, Oppenheimer Strategic Income Fund,
Oppenheimer Strategic Income & Growth Fund,
Oppenheimer Strategic Investment Grade Bond
Fund, Oppenheimer Strategic Short-Term
Income Fund; an officer of other
OppenheimerFunds.
Ralph Stellmacher, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Champion High Yield Fund and
Oppenheimer High Yield Fund; an officer of
other OppenheimerFunds.
John Stoma, Vice President Formerly Vice President of Pension Marketing
with Manulife Financial.
James C. Swain, Chairman, CEO and Trustee, Director or
Vice Chairman of the Managing Partner of the Denver-based
Board of Directors OppenheimerFunds; President and a Director
and Director of Centennial; formerly President and
Director of OAMC, and Chairman of the Board
of SSI.
James Tobin, Vice President None.
Jay Tracey, Vice President Vice President of the Manager; Vice
President and Portfolio Manager of
Oppenheimer Time Fund and Oppenheimer
Discovery Fund. Formerly Managing Director
of Buckingham Capital Management.
Gary Tyc, Vice President, Assistant Treasurer of the Distributor and
Assistant Secretary SFSI.
and Assistant Treasurer
Ashwin Vasan, Vice President of Oppenheimer Multi-Sector
Vice President Income Trust and Oppenheimer Multi-
Government Trust: an officer of other
OppenheimerFunds.
Valerie Victorson, None.
Vice President
John Wallace, Vice President and Portfolio Manager of
Vice President Oppenheimer Total Return Fund, and
Oppenheimer Main Street Income and Growth
Fund; an officer of other OppenheimerFunds;
formerly a Securities Analyst and Assistant
PortfolioManager for the Manager.
Dorothy Warmack, Vice President and Portfolio Manager of
Vice President Daily Cash Accumulation Fund, Inc.,
Oppenheimer Cash Reserves, Centennial
America Fund, L.P., Centennial Government
Trust and Centennial Money Market Trust;
Vice President of Centennial.
Christine Wells, None.
Vice President
William L. Wilby, Vice President and Portfolio Manager of
Senior Vice President Oppenheimer Global Fund and Oppenheimer
Global Growth & Income Fund; Vice President
of HarbourView; an officer of other
OppenheimerFunds.
Susan Wilson-Perez, None.
Vice President
Carol Wolf, Vice President and Portfolio Manager of
Vice President Oppenheimer Money Market Fund, Inc.,
Centennial America Fund, L.P., Centennial
Government Trust, Centennial Money Market
Trust and Daily Cash Accumulation Fund,
Inc.; Vice President of Oppenheimer Multi-
Sector Income Trust; Vice President of
Centennial.
Robert G. Zack, Associate General Counsel of the Manager;
Senior Vice President Assistant Secretary of the OppenheimerFunds;
and Assistant Secretary Assistant Secretary of SSI, SFSI; an officer
of other OppenheimerFunds.
Eva A. Zeff, Vice President and Portfolio Manager of
Assistant Vice President Oppenheimer Mortgage Income Fund; an officer
of other OppenheimerFunds; formerly a
Securities Analyst for the Manager.
Arthur J. Zimmer, Vice President and Portfolio Manager of
Vice President Centennial America Fund, L.P., Oppenheimer
Money Fund, Centennial Government Trust,
Centennial Money Market Trust and Daily Cash
Accumulation Fund, Inc.; Vice President of
Oppenheimer Multi-Sector Income Trust; Vice
President of Centennial; an officer of other
OppenheimerFunds.
</TABLE>
The OppenheimerFunds include the New York-based OppenheimerFunds
and the Denver-based OppenheimerFunds set forth below:
New York-based OppenheimerFunds
Oppenheimer Asset Allocation Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Discovery Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Mortgage Income Fund
Oppenheimer Multi-Government Trust
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Tax-Exempt Trust
Oppenheimer New York Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Target Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer Time Fund
Oppenheimer U.S. Government Trust
Denver-based OppenheimerFunds
Oppenheimer Cash Reserves
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Daily Cash Accumulation Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
Oppenheimer Champion High Yield Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Strategic Funds Trust
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Strategic Investment Grade Bond Fund
Oppenheimer Strategic Short-Term Income Fund
Oppenheimer Tax-Exempt Bond Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
The address of Oppenheimer Management Corporation, the New York-
based OppenheimerFunds, Oppenheimer Funds Distributor, Inc., Harbourview
Asset Management Corp., Oppenheimer Partnership Holdings, Inc., and
Oppenheimer Acquisition Corp. is Two World Trade Center, New York, New
York 10048-0203.
The address of the Denver-based OppenheimerFunds, Shareholder
Financial Services, Inc., Shareholder Services, Inc., Oppenheimer
Shareholder Services, Centennial Asset Management Corporation, Centennial
Capital Corp., and Main Street Advisers, Inc. is 3410 South Galena Street,
Denver, Colorado 80231.
Item 29. Principal Underwriter
(a) Oppenheimer Funds Distributor, Inc. is the Distributor of
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which Oppenheimer Management
Corporation is the investment adviser, as described in Part A and B of
this Registration Statement and listed in Item 28(b) above.
(b) The directors and officers of the Registrant's principal
underwriter are:
Positions and
Name & Principal Positions & Offices Offices with
Business Address with Underwriter Registrant
- ---------------- ------------------- -------------
George Clarence Bowen+ Vice President & Treasurer Treasurer
Christopher Blunt Vice President None
6 Baker Avenue
Westport, CT 06880
Julie Bowers Vice President None
21 Dreamwold Road
Scituate, MA 02066
Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825
Mary Ann Bruce* Senior Vice President - None
Financial Institution Div.
Robert Coli Vice President None
12 Whitetail Lane
Bedminster, NJ 07921
Ronald T. Collins Vice President None
710-3 E. Ponce DeLeon Ave.
Decatur, GA 30030
Ronald Corlew Vice President None
1020 Montecito Drive
Los Angeles, CA 90031
Mary Crooks+ Vice President None
Paul Della Bovi Vice President None
750 West Broadway
Apt. 5M
Long Beach, NY 11561
Andrew John Donohue* Executive Vice Secretary
President & Director
Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President None
41 Craig Place
Cranford, NJ 07016
John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422
Gregory Farley Vice President - None
1116 Westbury Circle Financial Institution Div.
Eagan, MN 55123
Katherine P. Feld* Vice President & Secretary None
Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697
Wayne Flanagan Vice President - None
36 West Hill Road Financial Institution Div.
Brookline, NH 03033
Ronald R. Foster Vice President - None
11339 Avant Lane Eastern Division Manager
Cincinnati, OH 45249
Patricia Gadecki Vice President None
6026 First Ave. South,
Apt. 10
St. Petersburg, FL 33707
Luiggino Galleto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277
Mark Giles Vice President - None
5506 Bryn Mawr Financial Institution Div.
Dallas, TX 75209
Ralph Grant* Vice President/National None
Sales Manager - Financial
Institution Div.
Sharon Hamilton Vice President None
720 N. Juanita Ave. - #1
Redondo Beach, CA 90277
Carla Jiminez Vice President None
609 Chimney Bluff Drive
Mt. Pleasant, SC 29464
Terry Lee Kelley Vice President - None
1431 Woodview Lane Financial Institution Div.
Commerce Township, MI 48382
Michael Keogh* Vice President None
Richard Klein Vice President None
4011 Queen Avenue South
Minneapolis, MN 55410
Hans Klehmet II Vice President None
26542 Love Lane
Ramona, CA 92065
Ilene Kutno* Assistant Vice President None
Wayne A. LeBlang Vice President - None
23 Fox Trail Director Eastern Div.
Lincolnshire, IL 60069
Dawn Lind Vice President - None
7 Maize Court Financial Institution Div.
Melville, NY 11747
James Loehle Vice President None
30 John Street
Cranford, NJ 07016
Laura Mulhall* Vice President - None
Director of Key Accounts
Charles Murray Vice President None
50 Deerwood Drive
Littleton, CO 80127
Patrick Palmer Vice President None
958 Blue Mountain Cr.
West Lake Village, CA 91362
Randall Payne Vice President - None
1307 Wandering Way Dr. Financial Institution Div.
Charlotte, NC 28226
Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672
Charles K. Pettit Vice President None
1900 Eight Avenue
San Francisco, CA 94116
Tilghman G. Pitts, III* Chairman & Director None
Elaine Puleo* Vice President - None
Financial Institution Div.
Minnie Ra Vice President - None
109 Peach Street Financial Institution Div.
Avenel, NJ 07001
David Robertson Vice President None
9 Hawks View
Hoeoye Falls, NY 14472
Ian Robertson Vice President None
4204 Summit Wa
Marietta, GA 30066
Robert Romano Vice President None
1512 Fallingbrook Drive
Fishers, IN 46038
James Ruff* President None
Timothy Schoeffler Vice President None
3118 N. Military Road
Arlington, VA 22207
Mark Schon Vice President None
10483 E. Corrine Dr.
Scottsdale, AZ 85259
Michael Sciortino Vice President None
785 Beau Chene Dr.
Mandeville, LA 70448
James A. Shaw Vice President - None
5155 West Fair Place Financial Institution Div.
Littleton, CO 80123
Robert Shore Vice President - None
26 Baroness Lane Financial Institution Div.
Laguna Niguel, CA 92677
Peggy Spilker Vice President - None
2017 N. Cleveland, #2 Financial Institution Div.
Chicago, IL 60614
Michael Stenger Vice President None
C/O America Building
30 East Central Pkwy
Suite 1008
Cincinnati, OH 45202
Paul Stickney Vice President None
1314 Log Cabin Lane
St. Louis, MO 63124
George Sweeney Vice President None
1855 O'Hara Lane
Middletown, PA 17057
Scott McGregor Tatum Vice President None
7123 Cornelia Lane
Dallas, TX 75214
Philip St. John Trimble Vice President None
2213 West Homer
Chicago, IL 60647
Gary Paul Tyc+ Assistant Treasurer None
Mark Stephen Vandehey+ Vice President None
Gregory K. Wilson Vice President None
2 Side Hill Road
Westport, CT 06880
Bernard J. Wolocko Vice President None
33915 Grand River
Farmington, MI 48335
William Harvey Young+ Vice President None
* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
(c) Not applicable.
ITEM 30. Location of Accounts and Records
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940
and rules promulgated thereunder are in the possession of Oppenheimer
Management Corporation at its offices at 3410 South Galena Street, Denver,
Colorado 80231.
Item 31. Management Services
-------------------
Not applicable.
Item 32. Undertakings
------------
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 24th day of April, 1995.
OPPENHEIMER MONEY MARKET FUND, INC.
By: /s/ Donald W. Spiro*
----------------------------------------
Donald W. Spiro, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Leon Levy* Chairman of the April 24, 1995
- ----------------------------- Board of Directors
Leon Levy
/s/ Donald W. Spiro* Chief Executive April 24, 1995
- ----------------------------- Officer and
Donald W. Spiro Director
/s/ George Bowen* Chief Financial April 24, 1995
- ----------------------------- and Accounting
George Bowen Officer
/s/ Leo Cherne* Director April 24, 1995
- -----------------------------
Leo Cherne
/s/ Robert G. Galli* Director April 24, 1995
- -----------------------------
Robert G. Galli
/s/ Benjamin Lipstein* Director April 24, 1995
- -----------------------------
Benjamin Lipstein
/s/ Elizabeth B. Moynihan* Director April 24, 1995
- -----------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Director April 24, 1995
- -----------------------------
Kenneth A. Randall
/s/ Edward V. Regan* Director April 24, 1995
- -----------------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Director April 24, 1995
- -----------------------------
Russell S. Reynolds, Jr.
/s/ Sidney M. Robbins* Director April 24, 1995
- -----------------------------
Sidney M. Robbins
/s/ Pauline Trigere* Director April 24, 1995
- -----------------------------
Pauline Trigere
/s/ Clayton K. Yeutter* Director April 24, 1995
- -----------------------------
Clayton K. Yeutter
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
</TABLE>
OPPENHEIMER MONEY MARKET FUND, INC.
Registration No. 2-49887
Post-Effective Amendment No. 54
Index to Exhibits
Exhibit No. Description
- ----------- -----------
24(b)(1)(i) Articles of Incorporation dated 12/13/73
24(b)(1)(ii) Articles of Amendment dated 4/10/74
24(b)(1)(iii) Articles of Amendment dated 7/9/75
24(b)(1)(iv) Articles of Amendment dated 12/13/79
24(b)(1)(v) Articles of Amendment dated 5/22/80
24(b)(1)(vi) Articles of Amendment dated 6/16/80
24(b)(1)(vii) Articles of Amendment dated 7/2/81
24(b)(1)(viii) Articles of Amendment dated 2/23/82
24(b)(1)(ix) Articles of Amendment dated 8/30/82
24(b)(2) By-Laws dated as of 8/6/87
24(b)(4) Specimen Stock Certificate
24(b)(5) Investment Advisory Agreement dated 10/22/90
24(b)(6)(i) General Distributor's Agreement dated 12/10/92
24(b)(8)(i) Custody Agreement dated 4/16/74
24(b)(8)(ii) Amendment to Custody Agreement dated 12/15/75
24(b)(8)(iii) Amendment to Custody Agreement dated 3/78
24(b)(8)(iv) Amendment to Custody Agreement dated 8/13/80
24(b)(8)(v) Amendment to Custody Agreement dated 9/28/84
24(b)(10) Opinion and Consent of Counsel dated 2/28/74
24(b)(11) Independent Auditor's Consent
24(b)(16) Performance Data Computation Schedule
24(b)(17) Financial Data Schedule
ARTICLES OF INCORPORATION
OF
OPPENHEIMER FINANCIAL BRIDGE FUND, INC.
THIS IS TO CERTIFY:
FIRST: We, the subscribers, CARL GOLDEN, AMALIA K. MOSCATO and JOHN
F. WOYKE, the post office address of all of whom is One New York Plaza,
New York, New York, each being at least twenty-one years of age, do and
by virtue of the General Laws of the State of Maryland authorizing the
formation of corporations, associate ourselves with the intention of
forming a corporation.
SECOND: The name of the corporation (hereinafter called the
Corporation) is OPPENHEIMER FINANCIAL BRIDGE FUND, INC.
THIRD: The purpose or purposes for which the Corporation is formed
and the business or objects to be transacted, carried on and promoted by
it are as follows:
(1) To hold, invest and reinvest its funds, and in connection
therewith to hold part or all of its funds in cash, and to purchase or
otherwise acquire, hold for investment or otherwise, sell, assign,
negotiate, transfer, exchange or otherwise dispose of or turn to account
or realize upon, securities (which term "securities" shall for the
purposes of this Article, without limitation of the generality thereof,
be deemed to include any certificates of deposit issued by banks, and
notes, drafts or other obligations or evidences of indebtedness) created
or issued by any persons, firms, associations, corporations, syndicates,
combinations, organizations, governments or subdivisions thereof; and to
exercise, as owner or holder of any securities, all rights, powers and
privileges in respect thereof; and to do any and all acts and things for
the preservation, protection, improvement and enhancement in value of any
and all such securities.
(2) To issue and sell shares of its own capital stock in such
amounts and on such terms and conditions, for such purposes and for such
amount or kind of consideration (including, without limitation thereto,
securities) now or hereafter permitted by the laws of Maryland and by
these Articles of Incorporation, as its Board of Directors may determine;
provided, however, that the consideration per share to be received by the
Corporation upon the sale of any shares of its capital stock shall not be
less than the net asset value per share of such capital stock outstanding
at the time as of which the computation of such net asset value shall be
made.
(3) To purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel (all without the vote or consent of the
stockholders of the Corporation) shares of its capital stock, in any
manner and to the extent now or hereafter permitted by the laws of said
State and by these Articles of Incorporation.
(4) To conduct its business in all its branches at one or more
offices in Maryland and elsewhere in any part of the world, without
restriction or limit as to extent.
(5) To carry out all or any of the foregoing objects and
purposes as principal or agent, and alone or with associates or, to the
extent now or hereafter permitted by the laws of Maryland, as a member of,
or as the owner or holder of any stock of, or shares of interest in, any
firm, association, corporation, trust or syndicate; and in connection
therewith to make or enter into such deeds or contracts with any persons,
firms, associations, corporations, syndicates, governments or subdivisions
thereof, and to do such acts and things and to exercise such powers, as
a natural person could lawfully make, enter into, do or exercise.
(6) To do any and all such further acts and things and to
exercise any and all such further powers as may be necessary, incidental,
relative, conducive, appropriate or desirable for the accomplishment,
carrying out or attainment of all or any of the foregoing purposes or
objects.
The foregoing objects and purposes shall, except as otherwise
expressly provided, be in no way limited or restricted by reference to,
or reference from, the terms of any other clause of this or any other
Article of these Articles of Incorporation, and shall each be regarded as
independent and construed as powers as well as objects and purposes, and
the enumeration of specific purposes, objects and powers shall not be
construed to limit or restrict in any manner the meaning of general terms
or the general powers of the Corporation now or hereafter conferred by the
laws of the State of Maryland, nor shall the expression of one thing be
deemed to exclude another, though it be of like nature, not expressed;
provided, however, that the Corporation shall not have power to carry on
within the State of Maryland any business whatsoever the carrying on of
which would preclude it from being classified as an ordinary business
corporation under the laws of said State; nor shall it carry on any
business, or exercise any powers, in any other state, territory, district
or country except to the extent that the same may lawfully be carried on
or exercised under the laws thereof.
FOURTH: The post office address of the principal office of the
Corporation is the State of Maryland is c/o United States Corporation
Company, 1300 Mercantile Bank & Trust Building, 2 Hopkins Plaza,
Baltimore, Maryland 21201.
The Corporation's resident agent is United States Corporation
Company, whose post office address is 1300 Mercantile Bank & Trust
Building, 2 Hopkins Plaza, Baltimore, Maryland 21201. Said resident agent
is a corporation of the State of Maryland.
FIFTH:
(1) The total number of shares of stock which the
Corporation has authority to issue, is 35,000,000 shares of capital stock
of the par value of $1 each, all of one class, and of the aggregate par
value of $35,000,000.
(2) At all meetings of stockholders each stockholder of
the Corporation shall be entitled to one vote for each share of stock
standing in his name on the books of the Corporation on the date, fixed
in accordance with the By-Laws, for determination of stockholders entitled
to vote at such meeting. Any fractional share shall carry proportionately
all the rights of a whole share, including the right to vote and the right
to receive dividends. The presence in person or by proxy of the holders
of a majority of the shares of capital stock of the Corporation
outstanding and entitled to vote thereat shall constitute a quorum at any
meeting of the stockholders. If at any meeting of the stockholders there
shall be less than a quorum present, the stockholders present at such
meeting may, without further notice, adjourn the same from time to time
until a quorum shall attend, but no business shall be transacted at any
such adjourned meeting except such as might have been lawfully transacted
had the meeting not been adjourned.
(3) Upon delivery of the shares of the Corporation to its
first subscribing stockholders, the Corporation shall be an open-end
investment company and;
(a) Each holder of the capital stock of the Corporation,
upon request to the Corporation accompanied by surrender of the
appropriate stock certificate or certificates, if any, in proper form for
transfer, shall be entitled to require the Corporation to redeem all or
any part of the shares of capital stock standing in the name of such
holder on the books of the Corporation, at a redemption price equal to the
net asset value of such shares. The method of computing such net asset
value, the time as of which such net asset value shall be computed and the
time within which the Corporation shall make payment therefor, shall be
determined as hereinafter provided in Article SEVENTH of these Articles
of Incorporation. Notwithstanding the foregoing, the Board of Directors
of the Corporation may suspend the right of the holders of the capital
stock of the Corporation to require the Corporation to redeem shares of
such capital stock.
(i) for any period (A) during which the New York Stock
Exchange is closed other than the customary weekend and holiday closing,
or (B) during which trading on the New York Stock Exchange is restricted;
(ii) for any period during which an emergency; as defined
by rules of the Securities and Exchange Commission or any successor
thereto, exists as a result of which (A) disposal by the Corporation of
securities owned by it is not reasonably practicable or (B) it is not
reasonably practicable for the Corporation fairly to determine the value
of its net assets; or
(iii) for such other periods as the Securities and Exchange
Commission or any successor thereto may be order permit for the protection
of security holders of the Corporation.
(b) On and after such time all shares of the capital stock
of the Corporation now or hereafter authorized shall be subject to
redemption and redeemable at the option of the stockholder, in the sense
used in the General Laws of the State of Maryland authorizing the
formation of corporations, at the redemption price for any such shares,
determined in the manner set out in these Articles of Incorporation or in
any amendment thereto. In the absence of any specification as to the
purpose for which shares of the capital stock of the Corporation are
redeemed or repurchased by it, all shares so redeemed or repurchased shall
be deemed to be acquired for retirement in the sense contemplated by the
laws of the State of Maryland and the number of the authorized shares of
the capital stock of the Corporation shall not be reduced by the number
of any shares redeemed or repurchased by it.
(4) Notwithstanding any provision of law requiring any action
to be taken or authorized by the affirmative vote of the holders of a
majority or other designated proportion of the shares, or to be otherwise
taken or authorized by a vote of the stockholders, such action shall be
effective and valid if taken or authorized by the affirmative vote of the
holders of a majority of the total number of shares outstanding and
entitled to vote thereon pursuant to the provisions of these Articles of
Incorporation.
(5) No holder of stock of the Corporation shall, as such
holder, have any right to purchase or subscribe for any shares of the
capital stock of the Corporation of any class or any other security of the
Corporation which it may issue or sell (whether out of the number of
shares authorized by these Articles of Incorporation, or out of any shares
of the capital stock of the Corporation acquired by it after the issue
thereof, or otherwise) other than such right, if any, as the Board of
Directors, in its discretion, may determine.
(6) All persons who shall acquire stock in the Corporation
shall acquire the same subject to the provisions of these Articles of
Incorporation.
SIXTH: The number of Directors of the Corporation shall be five,
and the names of those who shall act as such until the first annual
meeting or until their successors are duly chosen and qualify are as
follows:
Edmund T. Delaney
Leon Levy
Sidney M. Robbins
Stephen Robert
Joseph M. McDaniel, Jr.
However, the By-Laws of the Corporation may fix the number of
Directors at a number greater than that named in these Articles of
Incorporation and may authorize the Board of Directors, by the vote of a
majority of the entire Board of Directors, to increase or decrease the
number of Directors fixed by these Articles of Incorporation or by the By-
Laws within limits specified in the By-Laws, provided that in no case
shall the number of Directors be less than three, and to fill the
vacancies created by any such increase in the number of Directors. Unless
otherwise provided by the By-Laws of the Corporation, the Directors of the
Corporation need not be stockholders therein.
SEVENTH: The following provisions are hereby adopted for the purpose
of defining, limiting and regulating the powers of the Corporation and the
Directors and stockholders.
(1) The By-Laws of the Corporation may divide the Directors of
the Corporation into classes and prescribe the tenure of office of the
several classes, but no class shall be elected for a period shorter than
that from the time of the election following the division into classes
until the next annual meeting and thereafter for a period shorter than the
interval between annual meetings or for a period longer than five years,
and the term of office of at least one class shall expire each year.
Notwithstanding the foregoing, no such division into classes shall be made
prior to the first annual meeting of stockholders of the Corporation.
(2) The holders of shares of the capital stock of the
Corporation shall have the right to inspect the records, documents,
accounts and books of the Corporation, subject to reasonable regulations
of the Board of Directors, not contrary to Maryland law, as to whether and
to what extent, and at what times and places, and under what conditions
and regulations, such right shall be exercised.
(3) Any Director, or any officer elected or appointed by the
Board of Directors or by any committee or said Board or by the
stockholders or otherwise, may be removed at any time, with or without
cause, in such lawful manner as may be provided in the By-Laws of the
Corporation.
(4) If the By-Laws so provide, the Board of Directors of the
Corporation shall have power to hold their meetings, to have an office or
offices and, subject to the provisions of the laws of Maryland, to keep
the books of the Corporation outside of said State at such places as may
from time to time be designated by them.
(5) In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the Board of Directors may exercise
all such powers and do all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless, to the express provisions
of the laws of Maryland, of these Articles of Incorporation and of the By-
Laws of the Corporation.
(6) Shares of stock in other corporations shall be voted in
person or by proxy by the President or a Vice-President, or such officer
or officers of the Corporation as the Board of Directors shall designate
for the purpose, or by a proxy or proxies thereunto duly authorized by the
Board of Directors, except as otherwise ordered by vote of the holders of
a majority of the shares of the capital stock of the Corporation
outstanding and entitled to vote in respect thereto.
(7)(a) Subject to the provisions of the Investment Company Act
of 1940, any director, officer or employee individually, or any
partnership of which any director, officer or employee may be a member,
or any corporation or association of which any director, officer or
employee may be an officer, director, trustee, employee or stockholder,
may be a party to, or may be pecuniarily or otherwise interested in, any
contract or transaction of the Corporation, and in the absence of fraud
no contract or other transaction shall be thereby affected or invalidated;
provided that in case a director, or a partnership, corporation or
association of which a director is a member, officer, director, trustee,
employee or stockholder is so interested, such fact shall be disclosed or
shall have been known to the Board of Directors or a majority thereof; and
any director of the Corporation who is so interested, or who is also a
director, officer, trustee, employee or stockholder of such other
corporation or association or a member of such partnership which is so
interested, may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the Corporation which shall authorize
any such contract or transaction, and may vote thereat to authorize any
such contract or transaction, with like force and effect as if he were not
such director, officer, trustee, employee or stockholder of such other
corporation or association or not so interested or a member of a
partnership so interested.
(b) Specifically, but without limitation of the foregoing, the
Corporation may enter into a management or supervisory contract and other
contracts with, and may otherwise do business with, Oppenheimer Management
Corporation, a New York corporation, or any of its parent, subsidiary or
affiliated corporations, notwithstanding that the Board of Directors of
the Corporation may be composed in part of directors, officers or
employees of any of said corporations, and officers of the Corporation may
have been or may be or become directors, officers or employees of any of
said corporations, and in the absence of fraud the Corporation and said
corporations may deal freely with each other, and neither such management
or supervisory contract nor any other contract or transaction between the
Corporation and any of said corporations shall be invalidated or in any
wise affected thereby, nor shall any director or officer of the
Corporation be liable to the Corporation or to any stockholder or creditor
thereof or to any other person for any loss incurred by it or him under
or by reason of any such contract or transaction; provided that nothing
herein shall protect any director or officer of the Corporation against
any liability to the Corporation or to its security holders to which he
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office; and provided always that such contract or
transaction shall have been on terms that were not unfair at the time at
which it was entered into.
(c) The Corporation shall indemnify each and all of its directors
and officers and former directors and officers and any person who may have
served at its request as a director or officer of another corporation in
which it owns shares of capital stock or of which it is a creditor against
expenses, including attorneys' fees, actually and necessarily incurred by
them in connection with the defense of any action, suit or proceeding in
which they, or any of them, are made parties or a party by reason of being
or having been directors of officers or a director or officer of the
Corporation, or of such other corporation, except in relation to matters
as to which any such director of officer or former director or officer or
person shall be adjudged in such action, suit or proceeding to be liable
for negligence or misconduct (which as used herein include, without
limitation, willful misfeasance, bad faith, gross negligence and reckless
disregard of the duties involved in the conduct of his office) int he
performance of duty; provided, however, that such indemnification shall
not cover liabilities in connection with any matter which shall be
disposed of through payment of a compromise settlement by such director
or officer or person, pursuant to a constant decree or otherwise, without
adjudication, unless two-thirds of those members of the Board of Directors
who are not involved in the action, suit or proceeding, or the holders of
a majority of the outstanding stock of the Corporation at the time having
the right to vote for directors, not counting any stock owned by any
interested director, officer or person, by a vote or in writing, determine
that the director of officer or the other person to be indemnified, has
no liability by reason of negligence or misconduct, and provided further
that if a majority of the members of the Board of Directors of the
Corporation are involved in the action suit or proceeding, such
determination shall have been made either by the stockholders as provided
above or by a written opinion of independent counsel; that amounts paid
in such settlement shall not exceed the costs, fees, and expenses which
would have been reasonably incurred if the action, suit or proceeding had
been litigated to a conclusion; and that such determination by the Board
of Directors or by the stockholders or by independent counsel, and the
payments of amounts by the Corporation on the basis thereof, shall not
prevent a stockholder form challenging such indemnification by appropriate
legal proceedings on the grounds that the person indemnified was liable
to the Corporation or the stockholders by reason of negligence or
misconduct. The rights of indemnification hereby provided shall not be
exclusive of or affect other rights to which any director of officer may
otherwise be entitled.
(8) For purposes of the computation of net asset value, as in these
Articles of Incorporation referred to, the following rules shall apply:
(a) The net asset value of each share of capital stock of the
Corporation duly surrendered to the Corporation for redemption pursuant
to the provision of paragraph (3)(a) of Article FIFTH of these Articles
of Incorporation shall be determined as of the close of business on the
New York Stock Exchange next succeeding the time when such capital stock
is so surrendered.
(b) The net asset value of each share of the capital stock of the
Corporation for the purposes of the issue of such capital stock shall be
determined either as of the close of business on the last business day on
which the New York Stock Exchange was open and be applicable to all
purchase orders received prior thereto and subsequent to the previous
determination or in accordance with any provision of the Investment
Company Act of 1940, any rule or regulation thereunder, or any rule or
regulation made or adopted by any securities association registered under
Securities Exchange Act of 1934.
(c) The net asset value of each share of the capital stock of the
Corporation, as of the close of business on any day, shall be the quotient
obtained by dividing the value, as at such close, of the net assets of the
Corporation (i.e., the value of the assets of the Corporation less its
liabilities exclusive of capital stock and surplus) by the total number
of shares of capital stock outstanding at such close.
For the purposes hereof
(A) Capital stock subscribed for shall be deemed to be outstanding
as of the time of acceptance of any subscription and the entry
thereof on the books of the Corporation and the net price thereof
shall be deemed to be an asset of the Corporation; and
(B) Capital stock surrendered for redemption by the Corporation
pursuant to the provisions of paragraph (3) (a) of Article FIFTH of
these Articles of Incorporation shall be deemed to be outstanding
until the close of business on the date as of which such value is
being determined as provided in paragraph 8 (a) of this Article
SEVENTH and thereupon and until paid the price thereof shall be
deemed to be a liability of the Corporation.
(d) The net asset value of each share of the capital stock of the
Corporation, as of any time other than the close of business on any
day, may be determined by applying to the net asset value as of the
close of business on the preceding business day, computed as provided
in paragraph 8 (c) of this Article SEVENTH, such adjustments as are
authorized by or pursuant to the direction of the Board of Directors
and designed reasonably to reflect any material changes in the market
value of securities and other assets held and any other material
changes in the assets or liabilities of the Corporation and in the
number of its outstanding shares which shall have taken place since
the close of business on such preceding business day.
(e) In addition to the foregoing, the Board of Directors is
empowered, in its absolute discretion, to establish other bases or
times, or both, for determining the net asset value of each share of
the capital stock of the Corporation.
(f) Except as otherwise permitted by the Investment Company Act of
1940, payment of the redemption price of capital stock of the
corporation surrendered to it for redemption pursuant to the
provisions of paragraph (3) (a) of Article FIFTH of these Articles
of Incorporation shall be made by the Corporation within seven (7)
days after surrender of such stock to the Corporation for such
purposes. Any such payment may be made in whole or in part in
portfolio securities of the Corporation or in cash, as the Board of
Directors shall deem advisable, and no stockholder shall have a
right, other than as determined by the Board of Directors, to have
his shares redeemed in kind. For the purpose of determining the
amount of any payment to be made, pursuant to paragraph (3) (a) of
said Article FIFTH, in portfolio securities, such securities shall
be valued as provided in subdivision (c) of paragraph (8) of this
Article SEVENTH.
EIGHTH: The name "Oppenheimer" included in the name of the
Corporation shall be used pursuant to a royalty-free, non-exclusive
license from Oppenheimer Management Corporation, a New York corporation,
incidental to and as part of a management or supervisory contract which
may be entered into by the Corporation with Oppenheimer Management
Corporation. The license may be terminated by Oppenheimer Management
Corporation upon termination of such management or supervisory contract
or without cause upon 60 days notice, in which case the Corporation shall
have no further right to use the name "Oppenheimer" in its corporate name
or otherwise and the Corporation, the holders of its capital stock and its
offers and directors shall promptly take whatever action may be necessary
to change its name accordingly. The name "Oppenheimer" may be used or
licensed by Oppenheimer Management Corporation in connection with other
investment companies, subject to the requirements of the Investment
Company Act of 1940, or any other business enterprise during the term of
the license agreement of thereafter and the Corporation, the holders of
its capital stock and its directors and officers agree to take promptly
whatever action may be necessary to permit such use.
NINTH: From time to time any of the provisions of these Articles of
Incorporation may be amended, altered or repealed (including any amendment
which changes the terms of any of the outstanding stock be classification,
reclassification or otherwise), upon the vote of the holders of a majority
of the shares of capital stock of the Corporation at the time outstanding
and entitled to vote, and other provisions which might under the statutes
of the State of Maryland at the time in force be lawfully contained in
Articles of Incorporation, may be added or inserted upon the vote of the
holders of a majority of the shares of capital stock of the Corporation
at the time outstanding and entitled to vote, and all rights at any time
conferred upon the stockholders of the Corporation by these Articles of
Incorporation are granted subject to the provisions of this Article NINTH.
The Corporation shall notify the stockholders in its next subsequent
regular report to the stockholders of any amendment to these Articles of
Incorporation.
The term "these Articles of Incorporation" as used herein and in the
BY-Laws of the Corporation shall be deemed to mean these Article of
Incorporation as from time to time amended and restated.
IN WITNESS WHEREOF, we have signed these Articles of Incorporation
on this 13th day of December, 1973.
/s/ Carl Golden
_ _ _ _ _ _ _ _ _ _
Carl Golden
/s/ Amalia K. Moscato
_ _ _ _ _ _ _ _ _ _ _ _ _
Amalia K. Moscato
/s/ John F. Woyke
_ _ _ _ _ _ _ _ _ _ _ _ _
WITNESS:
/s/ Patricia E. Gerlipp
_ _ _ _ _ _ _ _ _ _ _ _ _
Patricia E. Gerlipp
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK)
This is to certify that on this 13th day of December 1973, before me,
the subscriber, a Notary Public of the State of New York, personally
appeared Carl Golden, Amalia K. Moscato and John F. Woyke, and severally
acknowledged the foregoing Articles of Incorporation to be their act.
Witness my hand and Notarial Seal the day and year last above
written.
[SEAL] /s/ Robert G. Galli
-------------------
Robert G. Galli
Notary Public
ORGZN\200ART
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OPPENHEIMER FINANCIAL BRIDGE, FUND, INC.
OPPENHEIMER FINANCIAL BRIDGE FUND, INC., a Maryland corporation
having its principal office in Baltimore, Maryland and having United
States Corporation Company as its resident agent, located at 1300
Mercantile Bank and Trust Building, 2 Hopkins Plaza, Baltimore, Maryland
21201 hereby certifies to the State Department of Assessments and Taxation
of Maryland that:
FIRST: The Articles of Incorporation of the Corporation were filed
with the State Department of Assessments and Taxation of Maryland on
December 14, 1973.
SECOND: The Articles of Incorporation of the Corporation are hereby
amended by deleting Article Second and substituting in its place the
following:
SECOND: The name of the Corporation (hereinafter
referred to as the Corporation) is OPPENHEIMER
MONETARY BRIDGE, INC.
THIRD: The Board of Directors on April 10, 1974 duly adopted a
resolution in which the foregoing amendment to the Articles of
Incorporation was set forth and declared that such amendment was advisable
and directed that it be submitted for approval by the sole shareholder of
the Corporation at a meeting to be held on April 10, 1974.
FOURTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth was approved by the sole shareholder
of the Corporation at a meeting duly held on the 10th day of April, 1974.
FIFTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth has been duly advised by the board
of directors and approved by the shareholders of the Corporation.
IN WITNESS WHEREOF, OPPENHEIMER FINANCIAL BRIDGE FUND, INC. has
caused these presents to be signed in its name and on its behalf by its
President and its corporate seal to be hereunto affixed and attested by
its Secretary on April 10, 1974.
OPPENHEIMER FINANCIAL BRIDGE FUND, INC.
By /s/ Leon Levy
_ _ _ _ _ _ _ _ _ _ _
Leon Levy, President
ATTEST:
/s/ Robert G. Galli
_ _ _ _ _ _ _ _ _ _ __
THE UNDERSIGNED, President of Oppenheimer Financial Bridge Fund, Inc.
who executed on behalf of said Corporation the foregoing Articles of
Amendment of which this certificate is made a part, hereby acknowledges,
in the name and on behalf of said Corporation, the foregoing Articles of
Amendment to be the corporate act of said Corporation and further
certifies that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of perjury.
/s/ Leon Levy
_ _ _ _ _ _ _ _ _ _ _
Leon Levy, President
orgzn\200art.2
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OPPENHEIMER MONETARY BRIDGE, INC.
OPPENHEIMER MONETARY BRIDGE, INC., a Maryland corporation having its
principal office in Baltimore, Maryland and having United States
Corporation Company as its resident agent, located at 1300 Mercantile Bank
and Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201 hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Articles of Incorporation of the Corporation were filed
with the State Department of Assessments and Taxation of Maryland on
December 14, 1973. Articles of Amendment to the Articles of Incorporation
were filed with the State Department of Assessments and Taxation of
Maryland on April 11, 1974.
SECOND: The Articles of Incorporation of the Corporation are hereby
amended by deleting the first paragraph of Article Fifth and substituting
in its place the following:
FIFTH:
(1) The total number of shares of stock which the
Corporation has authority to issue, is 350,000,000
shares of capital stock of the par value of $.10
each, all of one class, and of the aggregate par
value of $35,000,000.
THIRD: The Board of Directors on January 30, 1975 duly adopted a
resolution in which the foregoing amendment to the Articles of
Incorporation was set forth and declared that such amendment was advisable
and directed that it be submitted for approval by the shareholders of the
Corporation at a meeting to be held on April 25, 1975.
FOURTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth was approved by the shareholders of
the Corporation at a meeting duly held on the 10th day of April 25, 1975.
FIFTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth has been duly advised by the board
of directors and approved by the shareholders of the Corporation.
IN WITNESS WHEREOF, OPPENHEIMER MONETARY BRIDGE, INC. has caused
these presents to be signed in its name and on its behalf by its President
and its corporate seal to be hereunto affixed and attested by its
Secretary on July 9, 1975.
<PAGE>
OPPENHEIMER MONETARY BRIDGE, INC.
By /s/ Leon Levy
_ _ _ _ _ _ _ _ _ _ _
Leon Levy, President
ATTEST:
/s/ Robert G. Galli
_ _ _ _ _ _ _ _ _ _ __
Robert G. Galli, Secretary
THE UNDERSIGNED, President of Oppenheimer Monetary Bridge, Inc. who
executed on behalf of said Corporation the foregoing Articles of Amendment
of which this certificate is made a part, hereby acknowledges, in the name
and on behalf of said Corporation, the foregoing Articles of Amendment to
be the corporate act of said Corporation and further certifies that, to
the best of his knowledge, information and belief, the matters and facts
set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.
/s/ Leon Levy
_ _ _ _ _ _ _ _ _ _ _
Leon Levy, President
orgzn\200art.3
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OPPENHEIMER MONETARY BRIDGE, INC.
OPPENHEIMER MONETARY BRIDGE, INC., a Maryland corporation having its
principal office in Baltimore, Maryland and having United States
Corporation Company as its resident agent, located at 1300 Mercantile Bank
and Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201 hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Articles of Incorporation of the Corporation were filed
with the State Department of Assessments and Taxation of Maryland on
December 14, 1973. Articles of Amendment to the Articles of Incorporation
were filed with the State Department of Assessments and Taxation of
Maryland on April 11, 1974 and July 21, 1975.
SECOND: The Articles of Incorporation of the Corporation are hereby
amended by deleting the first paragraph of Article Fifth which presently
states the total number of shares to be 350,000,000 having a par value of
$0.10 each and substituting in its place the following:
FIFTH:
(1) The total number of shares of stock which the
Corporation has authority to issue, is 1,000,000,000
shares of capital stock of the par value of $.10
each, all of one class, and of the aggregate par
value of $100,000,000.
THIRD: The Board of Directors on September 27, 1979 duly adopted
a resolution in which the foregoing amendment to the Articles of
Incorporation was set forth and declared that such amendment was advisable
and directed that it be submitted for approval by the shareholders of the
Corporation at a meeting to be held on November 29, 1979.
FOURTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth was approved by the shareholders of
the Corporation at a meeting duly held on November 29, 1979.
FIFTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth has been duly advised by the board
of directors and approved by the shareholders of the Corporation.
IN WITNESS WHEREOF, OPPENHEIMER MONETARY BRIDGE, INC. has caused
these presents to be signed in its name and on its behalf by its President
and its corporate seal to be hereunto affixed and attested by its
Secretary on December 13, 1979.
<PAGE>
OPPENHEIMER MONETARY BRIDGE, INC.
By /s/ Leon Levy
_ _ _ _ _ _ _ _ _ _ _
Leon Levy, President
ATTEST:
/s/ Robert G. Galli
_ _ _ _ _ _ _ _ _ _ __
Robert G. Galli, Secretary
THE UNDERSIGNED, President of Oppenheimer Monetary Bridge, Inc. who
executed on behalf of said Corporation the foregoing Articles of Amendment
of which this certificate is made a part, hereby acknowledges, in the name
and on behalf of said Corporation, the foregoing Articles of Amendment to
be the corporate act of said Corporation and further certifies that, to
the best of his knowledge, information and belief, the matters and facts
set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.
/s/ Leon Levy
_ _ _ _ _ _ _ _ _ _ _
Leon Levy, President
orgzn\200art.4
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OPPENHEIMER MONETARY BRIDGE, INC.
OPPENHEIMER MONETARY BRIDGE, INC., a Maryland corporation having its
principal office in Baltimore, Maryland and having United States
Corporation Company as its resident agent, located at 1300 Mercantile Bank
and Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201 hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Articles of Incorporation of the Corporation were filed
with the State Department of Assessments and Taxation of Maryland on
December 14, 1973. Articles of Amendment to the Articles of Incorporation
were filed with the State Department of Assessments and Taxation of
Maryland on April 11, 1974 on July 21, 1975, and on December 14, 1979.
SECOND: The Articles of Incorporation of the Corporation are hereby
amended by deleting the first paragraph of Article Fifth which presently
states the total number of shares to be 1,000,000,000 having a par value
of $0.10 each and substituting in its place the following:
FIFTH:
(1) The total number of shares of stock which the
Corporation has authority to issue, is 2,000,000,000
shares of capital stock of the par value of $.10
each, all of one class, and of the aggregate par
value of $200,000,000.
THIRD: The Board of Directors on March 13, 1980 duly adopted a
resolution in which the foregoing amendment to the Articles of
Incorporation was set forth and declared that such amendment was advisable
and directed that it be submitted for approval by the shareholders of the
Corporation at a meeting to be held on May 22, 1980.
FOURTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth was approved by the shareholders of
the Corporation at a meeting duly held on May 22, 1980.
FIFTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth has been duly advised by the board
of directors and approved by the shareholders of the Corporation.
IN WITNESS WHEREOF, OPPENHEIMER MONETARY BRIDGE, INC. has caused
these presents to be signed in its name and on its behalf by its Secretary
and its corporate seal to be hereunto affixed and attested by its
Assistant Treasurer on May 22, 1980.
<PAGE>
OPPENHEIMER MONETARY BRIDGE, INC.
By /s/ Robert G. Galli
_ _ _ _ _ _ _ _ _ _ _ _ _ _
Robert G. Galli, Secretary
ATTEST:
/s/ Carl Golden, Assistant Treasurer
_ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _
Carl Golden, Assistant Treasurer
THE UNDERSIGNED, Secreatry of Oppenheimer Monetary Bridge, Inc. who
executed on behalf of said Corporation the foregoing Articles of Amendment
of which this certificate is made a part, hereby acknowledges, in the name
and on behalf of said Corporation, the foregoing Articles of Amendment to
be the corporate act of said Corporation and further certifies that, to
the best of his knowledge, information and belief, the matters and facts
set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.
/s/ Robert G. Galli
_ _ _ _ _ _ _ _ _ _ _
Robert G. Galli, Secretary
orgzn\200art.5
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OPPENHEIMER MONETARY BRIDGE, INC.
OPPENHEIMER MONETARY BRIDGE, INC., a Maryland corporation having its
principal office in Baltimore, Maryland and having United States
Corporation Company as its resident agent, located at 1300 Mercantile Bank
and Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201 hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Articles of Incorporation of the Corporation were filed
with the State Department of Assessments and Taxation of Maryland on
December 14, 1973. Articles of Amendment to the Articles of Incorporation
were filed with the State Department of Assessments and Taxation of
Maryland on April 11, 1974 on July 21, 1975, on December 14, 1979, and on
May 23, 1980.
SECOND: The Articles of Incorporation of the Corporation are hereby
amended by deleting Article Second and substituting in its place the
following;
SECOND: The name of the Corporation (hereinafter referred to
as the Corporation) is the OPPENHEIMER MONEY MARKET FUND, INC.
THIRD: The Articles of Incorporation of the Corporation are hereby
amended by deleting the first paragraph of Article Fifth and substituting
in its place the following:
(1) The total number of shares of stock of all classes which the
Corporation has authority to issue is 2,000,000,000 shares; the
number of shares of stock of each class is 700,000,000 shares
of Class I Capital Stock, 1,100,000,000 shares of Class II
Capital Stock and 200,000,000 shares of Class III Capital Stock;
the par value of the shares; of stock of each class is $0.10 per
share; the aggregate par value of all the shares of all classes
is $200,000,000. The designation of all of the issued Capital
Stock of the Corporation is hereby changed to Class I Capital
Stock. A description of each class, including any preferences,
conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and
conditions of redemption is as follows. The shares of each
class shall be treated for all purposes other than as to
dividends as if all shares were shares of one class and each
share of each class shall be identical to each share of each
other class other than as to dividends. The dividends payable
to the holders of each class of shares (i) shall be determined
in accordance with any applicable rule, regulation or order of
the Securities and Exchange Commission; and (ii) need not be
individually declared, but may be declared and paid in
accordance with a formula contained in a dividend declaration
by the Corporation's Board of Directors. All references in
these Articles of Incorporation to shares, capital stock or
stock shall apply without distinction to the shares of each
class.
FOURTH: The Board of Directors on May 22, 1980 duly adopted a
resolution in which the foregoing amendments to the Articles of
Incorporation were set forth and declared that such amendments were
advisable and directed that they be submitted for approval by the
shareholders of the Corporation at a meeting to be held on June 16, 1980.
FIFTH: The amendments of the Articles of Incorporation of the
Corporation as hereinabove set forth were approved by the shareholders of
the Corporation at a meeting held on June 16, 1980.
SIXTH: The amendments of the Articles of Incorporation of the
Corporation as hereinabove set forth have been duly advised by the board
of directors and approved by the shareholders of the Corporation.
IN WITNESS WHEREOF, OPPENHEIMER MONETARY BRIDGE INC. has caused these
presents to be signed in its name and on its behalf by its Vice President
and its corporate seal to be hereunto affixed and attested by its
Secretary on June 16, 1980.
OPPENHEIMER MONETARY BRIDGE, INC.
By /s/ Donald W. Spiro
_ _ _ _ _ _ _ _ _ _ _ _ _ _
Donald W. Spiro, Vice President
ATTEST:
/s/ Robert G. Galli
_ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _
Robert G. Galli, Secretary
THE UNDERSIGNED, Vice President of Oppenheimer Monetary Bridge, Inc.
who executed on behalf of said Corporation the foregoing Articles of
Amendment of which this certificate is made a part, hereby acknowledges,
in the name and on behalf of said Corporation, the foregoing Articles of
Amendment to be the corporate act of said Corporation and further
certifies that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of perjury.
/s/ Donald W. Spiro
_ _ _ _ _ _ _ _ _ _ _
Donald W. Spiro, Vice President
orgzn\200art.6
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OPPENHEIMER MONEY MARKET FUND, INC.
OPPENHEIMER MONEY MARKET FUND, INC., a Maryland corporation having
its principal office in Baltimore, Maryland and having United States
Corporation Company as its resident agent, located at 1300 Mercantile Bank
and Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201 hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Articles of Incorporation of the Corporation were filed
with the State Department of Assessments and Taxation of Maryland on
December 14, 1973. Articles of Amendment to the Articles of Incorporation
were filed with the State Department of Assessments and Taxation of
Maryland on April 11, 1974, July 21, 1975, December 14, 1979, May 23, 1980
and June 16, 1980.
SECOND: The Articles of Incorporation of the Corporation are hereby
amended as follows:
1. By striking out the word "majority" in the third sentence of
Sub-Paragraph (s) of Article FIFTH and substituting therefor the words
"one-third".
2. By deleting Sub-paragraph 7(c) of Article SEVENTH and
substituting in its place the following:
(c) As used in this paragraph the following terms shall have the
meanings set forth below:
(i) the term "indemnitee" shall mean any present or former
director or officer of the Corporation, any present or former
director of officer of another corporation whose securities are
or were owned by the Corporation or of which the Corporation is
or was a creditor and who served or serves in such capacity at
the request of the Corporation and the heirs, executors and
administrators of any of the foregoing; however, whenever
conduct by an indemnitee is referred to, the conduct shall be
that of the original indemnitee rather than that of the heir,
executor or administrator;
(ii) The term "covered proceeding" shall mean any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, to
which an indemnitee is or was a party or is threatened to be
made a party by reason of the fact or facts under which he is
an indemnitee as defined above;
(iii) the term "disabling conduct" shall mean willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of the office in question;
(iv) the term "covered expenses" shall mean expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by an indemnitee
in connection with a covered proceeding; and
(v) the term "adjudication of liability" shall mean, as to
any covered proceeding and as to any indemnitee, an adverse
determination as to the indemnitee whether by judgement, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent.
3. By adding the following Sub-paragraphs immediately following
Sub-paragraph 7(c) of Article SEVENTH:
(d) The Corporation shall not indemnify an indemnitee for
any covered expenses in any covered proceeding if there has been
an adjudication of liability against such indemnitee expressly
based on a finding of disabling conduct.
(e) Except as set forth in (d) above, the Corporation shall
indemnify any indemnitee for covered expenses in any covered
proceeding, whether or not there is an adjudication of liability
as to such indemnitee, if a determination has been made that the
indemnitee was not liable by reason of disabling conduct (i) a
final decision of the court or other body before which the
covered proceeding was brought; or (ii), in the absence of such
decision, a reasonable determination, based on a review of
facts, by either (a) the vote of a majority of a quorum of
directors who are neither "interested person", as defined in the
Investment Company Act of 1940 (the "1940 Act") nor parties to
the covered proceeding or (b) an independent legal counsel in
a written opinion; provided that such directors or counsel, in
reaching such determination, may but need not presume the
absence of disabling conduct on the part of the indemnitee by
reason of the manner in which the covered proceeding was
terminated.
(f) Covered expenses incurred by an indemnitee in
connection with a covered proceeding shall be advanced by the
Corporation to an indemnitee prior to the final disposition of
a covered proceeding upon the request of the indemnitee for such
advance and the undertaking by or on behalf of the indemnitee
for such advance and the undertaking by or on behalf of the
indemnitee to repay the advance unless it is ultimately
determined that the indemnitee is entitled to indemnification
hereunder, but only if one or more of the following is the case:
(i) the indemnitee shall provide a security for such
undertaking; (ii) the Corporation shall be insured against
losses arising out of any lawful advances; or (iii) there shall
have been a determination, based on a review of the readily
available facts (as opposed to a full trial-type inquiry) that
there is reason to believe that the indemnitee ultimately will
be found entitled to indemnification by either independent legal
counsel in a written opinion or by the vote of a majority of a
quorum of directors who are neither "interested person" as
defined in the 1940 Act nor parties to the covered proceeding.
(g) Nothing herein shall be deemed to affect the right of
the Corporation and/or any indemnitee to acquire and pay for any
insurance covering any or all indemnitees to the extent
permitted by the 1940 Act or to affect any other indemnification
rights to which any indemnitee may be entitled to the extent
permitted by the 1940 Act.
THIRD: The Board of Directors on December 4, 1980 and March 12,
1981 duly adopted resolutions in which the foregoing amendments to the
Articles of Incorporation were set forth and declared that such amendments
were advisable and directed that they be submitted for approval by the
shareholders of the Corporation at a meeting to be held on July 2,
1981.
FOURTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth were approved by the shareholders of
the Corporation at a meeting held on July 2, 1981.
FIFTH: The amendments of the Articles of Incorporation of the
Corporation as hereinabove set forth have been duly advised by the board
of directors and approved by the shareholders of the Corporation.
IN WITNESS WHEREOF, OPPENHEIMER MONEY MARKET FUND, INC. has caused
these presents to be signed in its name and on its behalf by its Vice
President and its corporate seal to be hereunto affixed and attested by
its Secretary on July 2, 1981.
OPPENHEIMER MONEY MARKET FUND, INC.
By /s/ Donald W. Spiro
_ _ _ _ _ _ _ _ _ _ _ _ _ _
Donald W. Spiro, Vice President
ATTEST:
/s/ Robert G. Galli
_ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _
Robert G. Galli, Secretary
THE UNDERSIGNED, Vice President of Oppenheimer Money Market Fund,
Inc. who executed on behalf of said Corporation the foregoing Articles of
Amendment of which this certificate is made a part, hereby acknowledges,
in the name and on behalf of said Corporation, the foregoing Articles of
Amendment to be the corporate act of said Corporation and further
certifies that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of perjury.
/s/ Donald W. Spiro
_ _ _ _ _ _ _ _ _ _ _
Donald W. Spiro, Vice President
orgzn\200art.7
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OPPENHEIMER MONEY MARKET FUND, INC.
OPPENHEIMER MONEY MARKET FUND, INC., a Maryland corporation having
its registered office in Baltimore, Maryland and having United States
Corporation Company as its resident agent, located at 1300 Mercantile Bank
and Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201 hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Articles of Incorporation of the Corporation were filed
with the State Department of Assessments and Taxation of Maryland on
December 14, 1973. Articles of Amendment to the Articles of Incorporation
were filed with the State Department of Assessments and Taxation of
Maryland on April 11, 1974, July 21, 1975, December 14, 1979, May 23,
1980, June 16, 1980, and July 13, 1981.
SECOND: The Articles of Incorporation of the Corporation are hereby
amended as follows:
By striking out paragraph (1) of Article FIFTH and substituting in
its place the following:
"(1) The total number of shares of stock of all classes which
the Corporation has authority to issue is 2,000,000,000 shares. The
number of the shares of stock of each class is such number, if any,
of shares of unissued stock as is classified or reclassified into
such class by the Corporation's Board of Directors pursuant to the
authority contained in Section 2-105 of the Maryland General
Corporation Law (or any successor provision). The par value of the
shares of stock of each class if $0.10 per share. The aggregate par
value of all the shares of all classes is $200,000,000. The
designation of all of the issued capital stock of the Corporation is
hereby changed to "Capital Stock." A description of each class,
including any preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemptions is set forth below. Unless and until
the Corporation's Board of Directors classifies unissued stock into
one or more classes which are in addition to a single outstanding
class, or after the Board has reclassified issued stock of one or
more classes into a single class, all shares of stock of the
Corporation shall be of a single class. The Board of Directors of
the Corporation may classify unissued shares into one or more
additional classes which shall, together with the issued shares of
the stock of the Corporation, have such designations as the Board
shall determine, and which shall be treated for all purposes other
than as to dividends as if all shares were shares of one class. The
dividends payable to the holders of each such class shall, subject
to any applicable rule, regulation or order of the Securities and
Exchange Commission or other applicable law or regulation, be
determined by the Board and need not be individually declared but may
be declared and paid in accordance with a formula adopted by the
Board. The Board of Directors of the Corporation may in the
alternative classify unissued shares into one or more additional
classes which shall, together with the issued shares of stock of the
Corporation, have such designations as the Board may determine and
shall, subject to any applicable rule, regulation or order of the
Securities and Exchange Commission or other applicable law or
regulation, have the following characteristics:
(a) All consideration received by the Corporation for the
issue or sale of shares of stock of each such class, together
with all income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange or
liquidation thereof, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be,
shall irrevocably belong to the class of shares of stock with
respect to which such assets, payments, or funds were received
by the Corporation for all purposes, subject only to the rights
of creditors, and shall be so handled upon the books of account
of the Corporation. Such assets, income, earnings, profits and
proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, any asset derived from any
reinvestment of such proceeds, in whatever form the same may be,
are herein referred to as "assets belonging to" such class.
(b) Dividends or distributions on shares of any such class
of stock, whether payable in stock or cash, shall be paid out
of earnings, surplus or other assets belonging to such class.
(c) In the event of the liquidation or dissolution of the
Corporation, shareholders of each such class shall be entitled
to receive, as a class, out the assets of the Corporation
available for distribution to shareholders, but other than
general assets not belonging to any particular class of stock
the assets belonging to such class; and the assets so
distributable to the shareholders of any such class shall be
distributed among the shareholders proportion to the number of
shares of such class held by them and recorded on the books of
the Corporation. In the event that there are nay general assets
not belonging to any particular class of stock and available for
distribution, such distribution shall be made to the holders of
stock of all classes in proportion to the asset value of the
respective classes.
(d) The assets belonging to any such class of stock shall
be charged with the liabilities in respect to such class and
shall also be charged with its share of the general liabilities
of the Corporation, in proportion to the asset value of the
respective classes. The determination of the Board of Directors
shall be conclusive to the amount of liabilities, including
accrued expenses and reserves, and as to the allocation of the
same as to a given class, and as to whether the same, or general
assets of the Corporation, are allocable to one or more classes.
The liabilities so allocated to a class are herein referred to
as "liabilities belonging to" such class.
(e) At all meetings of stockholders, each stockholder of
each share of stock of each such class of the Corporation shall
be entitled to one vote for each share of stock irrespective of
the class standing in his name on the books of the Corporation,
except that where a vote of the holders of the shares of stock
of any class, or of more than one class, voting by class, is
required by the Investment Company Act of 1940 and/or Maryland
law as to any proposal, only the holders of such class or
classes, voting by class, shall be entitled to vote upon such
proposal and the holders of any other class or classes shall not
be entitled to vote thereon. Any fractional share, if any such
fractional shares are outstanding, shall carry proportionately
all the rights of a whole share, including the right to vote and
the right to receive dividends.
(f) The provisions of paragraph (2) of this Article FIFTH
relating to voting shall apply when the Corporation has only one
class of shares outstanding or when the Corporation has more
than one class of shares outstanding but which differ only as
to their dividend rights.
(g) When the Corporation has more than one class of shares
outstanding having separate assets and liabilities: (1)the
redemption rights provided to the holders of the Corporation's
shares shall be deemed to apply only to the assets belonging to
the class of stock in question; and (ii) the net asset value per
share computation as provided for in Article SEVENTH shall be
applied as if each class of shares were the only shares of the
Corporation as referred to in such computation, but with its
assets limited to the assets belonging to such class and its
liabilities limited to the liabilities belong to such class."
THIRD: The Board of Directors on December 4, 1980 and March 12,
1981 duly adopted resolutions in which the foregoing amendments to the
Articles of Incorporation were set forth and declared that such amendments
were advisable and directed that they be submitted for approval by the
shareholders of the Corporation.
FOURTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth were approved by the shareholders of
the Corporation at a meeting held on July 2, 1981.
FIFTH: The amendments of the Articles of Incorporation of the
Corporation as hereinabove set forth have been duly advised by the Board
of directors and approved by the shareholders of the Corporation.
IN WITNESS WHEREOF, OPPENHEIMER MONEY MARKET FUND, INC. has caused
these presents to be signed in its name and on its behalf by its Vice
President and its corporate seal to be hereunto affixed and attested by
its Secretary on February 23, 1982.
OPPENHEIMER MONEY MARKET FUND, INC.
By /s/ Donald W. Spiro
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Donald W. Spiro, Vice President
ATTEST:
/s/ Robert G. Galli
_ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _
Robert G. Galli, Secretary
THE UNDERSIGNED, Vice President of Oppenheimer Money Market Fund,
Inc. who executed on behalf of said Corporation the foregoing Articles of
Amendment of which this certificate is made a part, hereby acknowledges,
in the name and on behalf of said Corporation, the foregoing Articles of
Amendment to be the corporate act of said Corporation and further
certifies that, to the best of his knowledge, information and belief, the
matters and facts set forth therein with respect to the approval thereof
are true in all material respects.
/s/ Donald W. Spiro
_ _ _ _ _ _ _ _ _ _ _
Donald W. Spiro, Vice President
orgzn\200art.8
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OPPENHEIMER MONEY MARKET FUND, INC.
OPPENHEIMER MONEY MARKET FUND, INC., a Maryland corporation having
its registered office in Baltimore, Maryland and having United States
Corporation Company as its resident agent, located at 1300 Mercantile Bank
and Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201 hereby
certifies to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The Articles of Incorporation of the Corporation were filed
with the State Department of Assessments and Taxation of Maryland on
December 14, 1973. Articles of Amendment to the Articles of Incorporation
were filed with the State Department of Assessments and Taxation of
Maryland on April 11, 1974, July 21, 1975, December 14, 1979, May 23,
1980, June 16, 1980, July 13, 1981 and March 4, 1982.
SECOND: The Articles of Incorporation of the Corporation are hereby
amended as follows:
By striking out paragraph (1) of Article FIFTH and substituting in
its place the following (without deleting or amending subsections (a)
through (g) of Section 1 of Article FIFTH):
"(1) The total number of shares of stock of all classes which
the Corporation has authority to issue is 5,000,000,000 shares. The
number of the shares of stock of each class is such number, if any,
of shares of unissued stock as is classified or reclassified into
such class by the Corporation's Board of Directors pursuant to the
authority contained in Section 2-105 of the Maryland General
Corporation Law (or any successor provision). The par value of the
shares of stock of each class if $0.10 per share. The aggregate par
value of all the shares of all classes is $500,000,000. The
designation of all of the issued capital stock of the Corporation is
hereby changed to "Capital Stock." A description of each class,
including any preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms
and conditions of redemptions is set forth below. Unless and until
the Corporation's Board of Directors classifies unissued stock into
one or more classes which are in addition to a single outstanding
class, or after the Board has reclassified issued stock of one or
more classes into a single class, all shares of stock of the
Corporation shall be of a single class. The Board of Directors of
the Corporation may classify unissued shares into one or more
additional classes which shall, together with the issued shares of
the stock of the Corporation, have such designations as the Board
shall determine, and which shall be treated for all purposes other
than as to dividends as if all shares were shares of one class. The
dividends payable to the holders of each such class shall, subject
to any applicable rule, regulation or order of the Securities and
Exchange Commission or other applicable law or regulation, be
determined by the Board and need not be individually declared but may
be declared and paid in accordance with a formula adopted by the
Board. The Board of Directors of the Corporation may in the
alternative classify unissued shares into one or more additional
classes which shall, together with the issued shares of stock of the
Corporation, have such designations as the Board may determine and
shall, subject to any applicable rule, regulation or order of the
Securities and Exchange Commission or other applicable law or
regulation, have the following characteristics:"
THIRD: The Board of Directors of the Corporation at a meeting duly
convened on March 18, 1982, duly adopted resolutions in which the
foregoing amendments to the Articles of Incorporation was set forth and
declared that such amendments were advisable and directed that it be
submitted for approval by the shareholders of the Corporation at the
annual meeting of stockholders of the Corporation on July 28, 1982.
FOURTH: Notice setting forth a summary of the said Amendment of the
Articles of Incorporation and stating that a purpose of the meeting of the
stockholders would be to take action thereon was given as required by law
to all stockholders of the Corporation entitled to vote thereon. The
amendment of the Articles of Incorporation of the Corporation as
hereinabove set forth was approved by the stockholders of the Corporation
at a meeting duly held on July 28, 1982, by the affirmative vote of the
two-thirds of all the votes entitled to be cast thereon.
FIFTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth has been duly advised by the Board
of directors and approved by the stockholders of the Corporation.
SIXTH: (a) The total number of shares of all classes of stock of
the Corporation heretofore authorized, and the number and par value of the
shares of each class are as follows: the total number of shares of all
classes of stock of the Corporation heretofore authorized was
2,000,000,000 shares, all of which are of the same class with the par
value of such class being $0.10 per share.
(b) The total number of shares of all classes of stock of
the Corporation as increased, and the number par value of the shares of
each class, are as follows: 5,000,000,000 shares, all of the same class,
each share having a par value of $0.10 per share.
(c) The capital stock of the Corporation is not divided
into classes.
IN WITNESS WHEREOF, OPPENHEIMER MONEY MARKET FUND, INC. has caused
these presents to be signed in its name and on its behalf by its President
and its corporate seal to be hereunto affixed and attested by its
Secretary on August 30, 1982.
OPPENHEIMER MONEY MARKET FUND, INC.
By /s/ Donald W. Spiro
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Donald W. Spiro, President
ATTEST:
/s/ Robert G. Galli
_ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _
Robert G. Galli, Secretary
THE UNDERSIGNED, President of Oppenheimer Money Market Fund, Inc. who
executed on behalf of said Corporation the foregoing Articles of Amendment
of which this certificate is made a part, hereby acknowledges, in the name
and on behalf of said Corporation, the foregoing Articles of Amendment to
be the corporate act of said Corporation and further certifies that, to
the best of his knowledge, information and belief, the matters and facts
set forth therein with respect to the approval thereof are true in all
material respects.
/s/ Donald W. Spiro
_ _ _ _ _ _ _ _ _ _ _
Donald W. Spiro, President
orgzn\200art.9
REVISED AND RESTATED BY-LAWS
OPPENHEIMER MONEY MARKET FUND, INC.
__________________________________________________
AMENDED THROUGH AUGUST 6, 1987
__________________________________________________
ARTICLE I
STOCKHOLDERS
SECTION 1. Place of Meeting. All meetings of the stockholders shall
be held at the principal office of the Corporation in the State of New
York or at such other place within the United States as may be fixed by
the Board of Directors.
SECTION 2. Meetings. Meetings of stockholders shall be held at a
time designated by the Board of Directors on such date as may be fixed by
the Board of Directors at which time the stockholders shall act on such
matters as are submitted to a vote of stockholders, and may transact any
other business within the powers of the Corporation. Any business of the
Corporation may be transacted at such meeting without being specifically
designated in the notice, except such business as is specifically required
by statutes to be stated in the notice.
"Notwithstanding the foregoing provisions of this Section 2, a
meeting of stockholders shall be held when the Investment Company Act of
1940, as amended, requires one or more of the following matters be acted
on by stockholders:
1) Election of Directors;
2) Approval of an investment advisory agreement;
3) Ratification of the selection of independent public
accountants; or
4) Approval of a distribution agreement.
Also, notwithstanding the provisions of this Section 2, a meeting of
the stockholders shall be called by the Secretary upon receipt of the
request in writing signed by stockholders holding not less than one
quarter in amount of the votes entitled to be cast thereat. Such request
shall state the purpose or purposes of the proposed meeting and the
matters proposed to be acted on at it. Meetings requested by stockholders
need not be called unless (i) required by law; and (ii) all conditions to
the calling of such meeting required by law have been met.
SECTION 3. Notices of Meetings of Stockholders. Not less than then
days' and not more than ninety days' written or printed notice of every
meeting of stockholders, stating the time and place thereof (and the
general nature of the business proposed to be transacted at any special
or extraordinary meeting), shall be given to each stockholder entitled to
vote thereat either by mail or by presenting it to him personally or by
leaving it at his residence or usual place of business. If mailed, such
notice shall be deemed to be given when deposited in the United States
mail addressed to the stockholder at his post office address as it appears
on the records of the Corporation, with postage thereon prepaid.
No notice of the time, place or purpose of any meeting of
stockholders need be given to any stockholder who attends in person or by
proxy or to any stockholder who, in writing executed and filed with the
records of the meeting, either before or after the holding thereof, waives
such notice.
SECTION 4. Record Dates. The Board of Directors may fix, in
advance, a date, not exceeding ninety days and not less than ten days
preceding the date of any meeting of stockholders, and not exceeding sixty
days preceding any dividend payment or any date for the allotment of
rights, as a record date for the determination of the stockholders
entitled to notice of and to vote at such meeting, or entitled to receive
such dividend or rights, as the case may be; and only stockholders of
record on such date shall be entitled to notice of and to vote at such
meeting or to receive such dividend or rights, as the case may be.
(Amended 8/6/87)
SECTION 5. Quorum, Adjournment of Meetings. The presence in person
or by proxy of the holders of one-third of the shares of capital stock of
the Corporation outstanding and entitled to vote thereat shall constitute
a quorum at any meeting of the stockholders; provided however, if any
action to be taken by the stockholders at a meeting requires an
affirmative vote of a majority of the shares outstanding and entitled to
vote, then in such event the presence in person or by proxy of the holders
of a majority of the shares of capital stock of the Corporation
outstanding and entitled to vote at such a meeting shall constitute a
quorum for all purposes. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall
have the power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. This Section 5 may
be altered, amended or repealed only upon the affirmative vote of the
holders of the majority of all the shares of the capital stock of the
Corporation at the time outstanding and entitled to vote. (Amended 8/6/87)
SECTION 6. Voting and Inspectors. At all meetings of stockholders
every stockholder of record entitled to vote thereat shall be entitled to
one vote for each share of stock standing in his name on the books of the
Corporation (and such stockholders of record holding fractional shares
shall have proportionate voting rights as provided in Articles of
Incorporation) on the date for the determination of stockholders entitled
to vote at such meeting, either in person or by proxy appointed by
instrument in writing subscribed by such stockholder or his duly
authorized attorney. No proxy which is dated more than three months
before the meeting at which it is offered shall be accepted, unless such
proxy shall, on its face, name a longer period for which it is to remain
in force.
All elections shall be had and all questions decided by a majority
of the votes cast at a duly constituted meeting, except as otherwise
provided in the Articles of Incorporation
or in these By-Laws or by specific statutory provision superseding the
restrictions and limitations contained in the Articles of Incorporation
or in these By-Laws.
At any election of Directors, the Board of Directors prior thereto
may, or, if they have not so acted, the chairman of the meeting may, and
upon the request of the holders of ten per cent (10%) of the stock
entitled to vote at such election shall, appoint two inspectors of
election who first subscribe an oath or affirmation to execute faithfully
the duties of inspectors at such election with strict impartiality and
according to the best of their ability, and shall after the election make
a certificate of the result of the vote taken. No candidate for the
office of Director shall be appointed such Inspector.
The chairman of the meeting may cause a vote by ballot to be taken
upon any election or matter, and such vote shall be taken upon the request
of the holders of ten per cent (10%) of the stock entitled to vote on such
election or matter.
SECTION 7. Conduct of Stockholders' Meetings. The meetings of the
stockholders shall be presided over by the Chairman of the Board, if any,
by the President, or if he shall not be present, by a Vice President, or
if none of them is present, by a chairman to be elected at the meeting.
The Secretary of the Corporation, if present, shall act as secretary of
such meetings, or if he is not present, an Assistant Secretary shall so
act; if neither the Secretary nor an Assistant Secretary is present, then
the meeting shall elect its secretary. (Amended 5/26/82)
SECTION 8. Concerning Validity of Proxies, Ballots, Etc. At every
meeting of the stockholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the Secretary
of the meeting, who shall decide all questions touching the qualification
of voters, the validity of the proxies, and the acceptance or rejection
of votes, unless inspectors of election shall have been appointed as
provided in Section 6, in which event such inspectors of election shall
decide all such questions.
ARTICLE II
BOARD OF DIRECTORS.
SECTION 1. Number and Tenure of Office. The number of directors of
the Corporation shall be eight. By vote of a majority of the entire Board
of Directors, the number of directors fixed by the Articles of
Incorporation or these By-Laws may be increased or decreased from time to
time not exceeding 11 nor less than 3, but the tenure of office of a
director shall not be affected by any decrease in the number of directors
so made by the Board. Directors shall hold office until a meeting of
stockholders is called for the purpose of voting on the election of
Directors, or until their successors are elected and qualified. Directors
need not be stockholders in the Corporation. (Amended 8/6/87)
SECTION 2. Vacancies. Subject to the provisions of the Investment
Company Act of 1940, in case of any vacancy in the Board of Directors
through death, resignation, or other cause, a majority of the remaining
Directors, although such majority is less than a quorum, by an affirmative
vote, may elect a successor to hold office until the next meeting of the
stockholders of the Corporation called for the purpose of electing
Directors or until his successor is duly elected and qualifies. A
director elected by the Board of Directors to fill a vacancy shall be
elected
to hold office until the next meeting of stockholders called for the
purpose of electing directors and until his successor is elected and
qualified. Notwithstanding the foregoing, no vacancies occurring in the
Board of Directors may be filled by vote of the remaining members of the
Board if immediately after filling any such vacancy less than two thirds
of the directors then holding office shall have been elected to such
office by the holders of the outstanding voting securities of the
Corporation at any meeting. (Amended 8/6/87)
SECTION 3. Election_by_Shareholders. In the event that at any time
less than a majority of the directors of the Corporation holding office
at that time were so elected by the holders of the outstanding voting
securities, the Board of Directors of the Corporation shall forthwith
cause to be held as promptly as possible, and in any event within 60 days,
a meeting of such holders for the purpose of electing directors to fill
any existing vacancies in the Board of Directors, unless such period is
extended by approval or no action letter of the Securities and Exchange
Commission. This Section 3 may be altered, amended or repealed only upon
the affirmative vote of the holders of a majority of all the shares of the
capital stock of the Corporation at the time outstanding and entitled to
vote. (Amended 8/6/87)
SECTION 4. Place_of_Meeting. The Directors may hold their meetings,
have one or more offices, and keep the books of the Corporation outside
the State of Maryland, at any office or offices of the Corporation or at
any other place as they may from time to time by resolution determine, or,
in the case of meetings, as shall be specified or fixed in the respective
notices or waivers of notice thereof.
SECTION 5. Regular_Meetings. The first meeting of each newly-
elected Board of Directors shall be held as soon as practicable after a
meeting of stockholders where a Board of Directors is elected. The Board
of Directors shall hold annual meetings. All meetings of the Board of
Directors, including regular meetings, shall be held at such time and
place and on such notice, if any, as the Directors may from time to time
determine. (Amended 8/6/87)
SECTION 6. Special_Meetings. Special meetings of the Board of
Directors may be held from time to time upon call of the Chairman of the
Board, if any, the President or a majority of the Directors, by oral or
telegraphic or written notice duly served on or sent or mailed to each
Director not less than one day before each such meeting. No notice need
be given to any Director who attends in person or to any Director who, in
writing executed and filed with the records of the meeting either before
or after the holding thereof, waives such notice. Such notice or waiver
of notice need not state the purpose or purposes of such meeting.
(Amended 5/26/82)
SECTION 7. Quorum. One-third of the entire Board of Directors
shall constitute a quorum for the transaction of business, provided that
a quorum shall in no case be less than two Directors. If at any meeting
of the Board there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum
shall have been obtained. The action of a majority of the Directors
present at any meeting at which there is a quorum shall be the action of
the Board of Directors, except as may be otherwise specifically provided
by statute, by the Articles of Incorporation, by these By-Laws or by any
contract or agreement to which the Corporation is a party.
SECTION 8. Executive_Committee. The Board of Directors may, in each
year, by the affirmative vote of a majority of the entire Board, appoint
from the Directors an Executive Committee to consist of such number of
Directors (not less than three) as the Board may from time to time
determine. The Board of Directors by such affirmative vote shall have
power at any time to change the members of such Committee and may fill
vacancies in the Committee by appointment from the Directors. When the
Board of Directors is not in session, the Executive Committee shall have
and may exercise any or all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation (including the
power to authorize the seal of the Corporation to be affixed to all papers
which may require it) except as provided by law or by any contract or
agreement to which the Corporation is a party and except the power to
increase or decrease the size of, or fill vacancies on, the Board, to
remove or appoint executive officers or to dissolve or change the
permanent membership of the Executive Committee, and the power to make or
amend by By-Laws of the Corporation. The Executive Committee may fix its
own rules of procedure, and may meet when and as provided by such rules
or by resolution of the Board of Directors, but in every case the presence
of a majority shall be necessary to constitute a quorum. In the absence
of any member of the Executive Committee, the members thereof present at
any meeting, whether or not they constitute a quorum, may appoint a member
of the Board of Directors to act in the place of such absent member.
SECTION 9. Other_Committees. The Board of Directors, by the
affirmative vote of a majority of the entire Board, may appoint other
committees which shall in each case consist of such number of members (not
less than two) and shall have and may exercise, to the extent permitted
by law, such powers as the Board may determine in the resolution
appointing them. A majority of all members of any such committee may
determine its action and fix the time and place of its meetings, unless
the Board of Directors shall otherwise provide. The Board of Directors
shall have power at any time to change the members and, to the extent
permitted by law, the powers of any such committee, to fill vacancies, and
to discharge any such committee.
SECTION 10. Compensation_of_Directors. Directors shall be entitled
to receive such compensation from the Corporation for their services as
may from time to time be voted by the Board of Directors.
SECTION 11. Informal_Action_by_Directors_and_Committees. Any action
required or permitted to be taken at any meeting of the Board of Directors
or any committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board, or of such
committee, as the case may be.
SECTION 12. Unless and until the provisions of this Section shall
be amended or repealed by an affirmative vote of a majority of the
outstanding shares of the Corporation or shall terminate as hereinafter
provided, no person shall be elected or qualified to serve as a Director
of the Corporation who is an "interested person" of the investment adviser
of the Corporation or any predecessor of such investment adviser within
the meaning of Section 2(a)(19) of the Investment Company Act of 1940 (the
"Act") as from time to time amended unless, notwithstanding the election
or incumbency of such person, the composition of the Board of Directors
of the Corporation shall be and continue to be in compliance with the
standards set forth in Section 15(f)(1) of the Act as from time to time
amended. Any Director who, during the period in which this Section of the
By-Laws of the Corporation shall be in effect shall become such an
interested person and no longer
be qualified to serve as a Director of the Corporation shall automatically
cease to be a Director of the Corporation and any vacancy created thereby
shall be filled by a person selected by the remaining members of the Board
who are not such interested persons. This provision of the By-Laws of the
Corporation shall take effect at such time as British & Commonwealth
Holdings PLC and/or any affiliate or subsidiary thereof shall directly or
indirectly acquire a controlling interest in the outstanding voting
securities of the investment adviser of the Corporation and shall
thereafter continue in effect for a period of three (3) years, or three
years from the consummation of the transaction by which Caledonia
Investments PLC reduces its holdings to less than five percent of British
& Commonwealth's outstanding voting securities, at which time it shall
automatically terminate and cease to be in effect. (Added 8/6/87)
ARTICLE III
OFFICERS
SECTION 1. Executive_Officers. The executive officers of the
Corporation shall be chosen by the Board of Directors at its annual
meeting. These shall include a President, one or more Vice Presidents
(the number thereof to be determined by the Board of Directors), a
Secretary and a Treasurer; they may also include a Chairman of the Board
selected from among the directors. The Board of Directors or the
Executive Committee may also in its discretion appoint Assistant
Secretaries, Assistant Treasurers, and other officers, agents and
employees, who shall have such authority and perform such duties as the
Board or the Executive Committee may determine. The Board of Directors
may fill any vacancy which may occur in any office. Any two offices,
except those of President and Vice President, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity, if such instrument is required by law or these
By-Laws to be executed, acknowledged or verified by two or more officers.
(Amended 5/26/82)
SECTION 2. Term_of_Office. The term of office of all officers shall
be one year and until their respective successors are chosen and
qualified, subject, however, to the provisions for removal contained in
the Articles of Incorporation and the By-Laws. Any officer may be removed
from office at any time with or without cause by the vote of a majority
of the entire Board of Directors.
SECTION 3. Powers_and_Duties. The Chairman of the Board, if
elected, shall have general authority to establish and implement policies
for the business and affairs of the Corporation subject to approval by the
Board of Directors and shall, if elected and present, preside at all
meetings of the Board of Directors and at all meetings of stockholders.
The President shall be the chief executive officer and shall, in the
absence of the Chairman of the Board, preside at all meetings of the
respective oficers, as well as such additional powers and duties as may
from time to time conferred by the Board of Directors. (Amended 5/26/82)
ARTICLE IV
CAPITAL STOCK
SECTION 1. Certificates_of_Shares. Each stockholder shall be
entitled to a stock certificate evidencing his interest in the Corporation
in such form as the Board of Directors may from time to time prescribe.
No certificate shall be valid unless it is signed by the President or a
Vice President and countersigned by the Secretary of an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation and sealed with its seal. The signatures may be either manual
or facsimile signatures and the seal may be either facsimile or any other
form of seal. In case any officer who has signed any certificate ceases
to be an officer of the Corporation before the certificate is issued, the
certificate may nevertheless be issued by the Corporation with the same
effect as if the officer had not ceased to be such officer as of the date
of its issue.
SECTION 2. Transfer_of_Shares. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in
person or by his duly authorized attorney or legal representative, upon
surrender and cancellation of certificates for the same number of shares
of the same class, duly endorsed or accompanied by proper instruments of
assignment and transfer, with such proof of the authenticity of the
signature as the Corporation or its agent may reasonably require.
SECTION 3. Stock_Ledgers. The stock ledgers of the Corporation,
containing the names and addresses of the stockholders and the number of
shares held by them respectively, shall be kept at the principal office
of the Corporation or, if the Corporation employs a transfer agent, at the
office of the Transfer Agent of the Corporation and shall during the usual
business hours of every business day be open for the inspection of any
person or persons who are and for at least six months have been
stockholders of record of five per cent, in the aggregate, of the
outstanding capital stock of the Corporation.
SECTION 4. Lost,_Stolen_or_Destroyed_Certificates. The Board of
Directors or the Executive Committee may determine the conditions upon
which a new certificate of stock the Corporation of any class may be
issued in place of a certificate which is alleged to have been lost,
stolen or destroyed; and may, in their discretion, require the owner of
such certificate or his legal representative to give bond, with sufficient
surety to the Corporation and the Transfer Agent, if any, to indemnify
it and such Transfer Agent against any and all loss or claims which may
arise by reason of the issue of a new certificate in the place of the one
so lost, stolen or destroyed.
ARTICLE V
CORPORATE SEAL
The Board of Directors shall provide a suitable corporate seal, in
such form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Corporation shall be fixed by the Board of
Directors.
ARTICLE VII
AMENDMENT OF BY-LAWS
Except as provided in Section 5 of Article I hereof, in Section 3 of
Article II hereof and in this Article VII, the By-Laws of the Corporation
may be altered, amended, added to or repealed by the stockholders or by
majority vote of the entire Board of Directors; but any such alteration,
amendment, addition or repeal of the By-Laws by action of the Board of
Directors may be altered or repealed by the stockholders. After the
initial issue of any shares of capital stock of the Corporation, this
Article VII may be altered, amended or repealed only upon the affirmative
vote of the holders of the majority of all the shares of the capital stock
of the Corporation at the time outstanding and entitled to vote.
orgzn\200
OPPENHEIMER MONEY MARKET FUND, INC.
Stock Certificate (8-1/2" x 12-5/8")
I. FRONT OF CERTIFICATE (All text and other matter lies within 7-1/4"
x 11-1/4" decorative border)
(upper left) box with heading: NUMBER (OF SHARES)
(upper right) box with heading: SHARES
(centered
below boxes) Oppenheimer Money Market Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
box with CUSIP number
CUSIP 683905 10 3
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSIBLE SHARES OF
CAPITAL STOCK OF THE PAR VALUE OF $.10 EACH OF
---OPPENHEIMER MONEY MARKET FUND, INC.---
(hereinafter called the "Corporation") transferable only
on the books of the Corporation by the holder hereof in
person or by duly authorized attorney, upon surrender of
this certificate properly endorsed. This certificate and
the shares represented hereby are issued and shall be held
subject to all of the provisions of the Declaration
Articles of Incorporation of the Corporation to all of
which the holder by acceptance hereof assents. This
certificate is not valid until countersigned by the
Transfer Agent.
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(at left Dated: (at right
of seal) of seal)
(signature) (signature)
/s/ Andrew J. Donohue /s/ Donald W. Spiro
------------------------ ------------------
SECRETARY PRESIDENT
<PAGE>
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
OPPENHEIMER MAIN STREET FUNDS, INC.
SEAL
1973
MARYLAND
(at lower right, printed
vertically) Countersigned
OPPENHEIMER SHAREHOLDER SERVICES
(A DIVISION OF OPPENHEIMER MANAGEMENT CORPORATION)
Denver (Colo.) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 12-5/8"
dimension)
The following abbreviations when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not on above list.
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)<PAGE>
For Value Received ................ hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Shares of beneficial
interest represented by the within certificate, and do
hereby irrevocably constitute and appoint ___________________________
Attorney to transfer the said shares on the books of the within named
Corporation with full power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
Guaranteed Firm or Bank
By: _____________________________
Officer
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and without
charge, a full statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of redemption of the
stock of each class which the Corporation is authorized to issue.
_______________________________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 22nd day of October, 1990, by and
between OPPENHEIMER MONEY MARKET FUND, INC. (hereinafter called the
"Fund"), and OPPENHEIMER MANAGEMENT CORPORATION (hereinafter called
the "Management Corporation").
WITNESSETH:
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 the
Management Corporation is a registered investment adviser;
NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained and other good and valuable
consideration, the receipt of which is hereby acknowledged, it is
agreed by and between the parties hereto as follows:
1.General
The Management Corporation agrees, all as more fully set forth
herein, to act as investment adviser to the Fund with respect to
the investment of its assets; to supervise and arrange the purchase
of securities for and the sale of securities held in the portfolio
of the Fund; and to furnish personnel and facilities as shall be
required to provide effective corporate administration of the Fund.
2.Duties and Obligations of the Management Corporation with
respect to investments of assets of Fund
(a) Subject to the succeeding provisions of this section and
subject to the direction and control of the Board of Directors of
the Fund, the Management Corporation shall:
(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
(iii) Arrange, subject to the provisions of paragraph "4"
hereof, for the purchase of securities and other
investments for and the sale of securities and other
investments held in the portfolio of the Fund.
(b) Any investment advice furnished by the Management Corporation
under this section shall at all times conform to, and be in accordance
with, any requirements imposed by: (1) the provisions of the
Investment Company Act of 1940, and of any rules or regulations in force
thereunder; (2) any other applicable provision of law; (3) the provisions
of the Articles of Incorporation and By-Laws of the Fund as amended from
time to time; (4) any policies and determinations of the Board of
Directors of the Fund; and (5) the terms of the registration statements
of the Fund, as amended from time to time, under the Securities Act of
1933 and the Investment Company Act of 1940.
(c) The Management Corporation shall give the Fund the benefit of
its best judgment and effort in rendering services hereunder, but the
Management Corporation shall not be liable for any loss sustained by
reason of the adoption of any investment policy or the purchase, sale or
retention of any security on its recommendation, whether or not such
recommendation shall have been based upon its own investigation and
research or upon investigation and research made by any other individual,
firm or corporation, if such recommendation shall have been made and such
other individual firm or corporation shall have been selected with due
care and in good faith. Nothing herein contained shall, however, be
construed to protect the Management Corporation against any liability to
the Fund or its security holders by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason
of its reckless disregard of its obligations and duties under this
Agreement.
(d) Nothing in this Agreement shall prevent the Management
Corporation 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 the Management Corporation or any of its directors, officers,
stockholders or employees from buying, selling or trading any securities
for its or their own accounts or for the accounts of others for whom it
or they may be acting, provided however that the Management Corporation
expressly represents that it will undertake no activities which, in its
judgment, will adversely affect the performance of its obligations to the
Fund under this Agreement.
3. Allocation of Expenses
The Management Corporation shall at its expense provide all
executive, administrative and clerical personnel as shall be required to
provide effective corporate administration for the Fund, including the
compilation and maintenance of records with respect to its operation and
the preparation and filing of such reports with respect thereto as shall
be required by rules or regulations promulgated by the Securities and
Exchange 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 to be held at least
annually, and the composition of registration statements required by
Federal law for continuous public sale of shares of the Fund. The
Management Corporation shall, at its own cost and expense, also provide
the Fund with adequate office space, facilities and equipment. All other
costs and expenses not expressly assumed by the Management Corporation
under this Agreement, or to be paid by the General Distributor of the
shares of the Fund, shall be paid by the Fund, including, but not limited
to (i) interest and taxes; (ii) brokerage commissions; (iii) insurance
premiums for fidelity and other coverage requisite to its operations;
(iv) compensation and expenses of its directors other than those
associated or affiliated with the Management Corporation; (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, prospectuses and proxy material
to shareholders of the Fund; (xi) except as noted above, all other
expenses incidental to holding regular annual meetings of the Fund's
shareholders; and (xii) such non-recurring expenses as may arise,
including litigation affecting the Fund and the legal obligation which
the Fund may have to indemnify its officers and directors with respect
thereto.
4. Portfolio Transactions and Brokerage
(a) The Management Corporation is authorized, for the purchase and
sale of the Fund's portfolio securities, to employ such securities
dealers as may, in the best judgment of the Management Corporation,
implement the policy of the Fund to obtain prompt and reliable execution
of orders at the most favorable net price. Consistent with this policy,
the Management Corporation is authorized to direct the execution of the
Fund's portfolio transactions to dealers furnishing statistical
information or research deemed by the Management Corporation to be useful
or valuable to the performance of its investment advisory functions for
the Fund. As a matter of policy, the Fund will not direct the handling
of purchases or sales of portfolio securities, whether on a principal or
agency basis, to dealers for selling shares of the Fund.
5. Compensation of the Management Corporation
The Fund agrees to pay the Management Corporation and the Management
Corporation agrees to accept as full compensation for all services
rendered by the Management Corporation as such, an annual fee payable
monthly and computed on the aggregate net assets of the Fund as of the
close of business each day at the following annual rates:
.45% of the first $500 million of aggregate net assets;
.425% of the next $500 million of net assets;
.40% of the next $500 million of net assets; and
.375% of aggregate net assets in excess of $1.5 billion.
Expense Limitation - Regardless of any of the above provisions, the
Management Corporation guarantees that the total expenses of the Fund in
any calendar year, exclusive of taxes, interest and brokerage fees, shall
not exceed, and the Management Corporation undertakes to pay or refund
to the Fund any amount by which such expenses shall exceed the lesser of
(i) one percent of the average annual net assets of the Fund or (ii) 25%
of total annual investment income of the Fund.
6. Use of Name
The Management Corporation hereby grants to the Fund a royalty-free,
non-exclusive license to use the name "Oppenheimer" in the name of the
Fund and any trademarks or servicemarks, whether or not registered, which
it may own. The license may be terminated by the Management Corporation
upon termination of this agreement in which case the Fund shall have no
further right to use the name "Oppenheimer" in its name or otherwise or
any of such marks, and the Fund, the holders of its capital stock and its
officers and directors shall promptly take whatever action may be
necessary to change its name accordingly. The name "Oppenheimer" or any
of said marks may be used or licensed by the Management Corporation in
connection with other investment companies subject to the requirements
of the Investment Company Act of 1940, or any other business enterprise
during the term of the license agreement or thereafter and the Fund, the
holders of its capital stock and its directors and officers agree to take
promptly whatever action may be necessary to permit such use or license.
7. Duration and Termination
This Agreement shall go into effect on the date first set forth
above and shall continue in effect until December 31, 1991, and
thereafter from year to year, but only so long as such continuance is
specifically approved at least annually by the board of directors,
including the vote of a majority of the directors of the Fund who are not
parties to this Agreement or "interested persons" (as defined in the
Investment Company Act of 1940) of any such party cast in person at a
meeting called for the purpose of voting on such approval, or by the vote
of the holders of a "majority" (as so defined) of the outstanding voting
securities of the Fund and by such a vote of the board of directors.
This Agreement may be terminated by the Management Corporation at
any time without penalty upon giving the Fund sixty days' written notice
(which notice may be waived by the Fund) and may be terminated by the
Fund at any time without penalty upon giving the Management Corporation
sixty days' notice (which notice may be waived by the Management
Corporation), provided that such termination by the Fund shall be
directed or approved by the vote of a majority of all of the directors
of the Fund then in office or by the vote of the holders of a majority
(as defined in the Investment Company Act of 1940) of the voting
securities of the Fund at the time outstanding and entitled to vote.
This Agreement shall automatically terminate in the event of its
assignment (as that term is defined in the Investment Company Act of
1940).
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers all as of the
day and year first above written.
OPPENHEIMER MONEY MARKET FUND, INC.
By: /s/ Robert G. Galli
---------------------------------
Robert G. Galli, Secretary
OPPENHEIMER MANAGEMENT CORPORATION
By: /s/ Robert G. Zack
---------------------------------
Robert G. Zack, Senior Vice President
GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
OPPENHEIMER MONEY MARKET FUND, INC.
AND
OPPENHEIMER FUND MANAGEMENT, INC.
Dated: December 10, 1992
OPPENHEIMER FUND MANAGEMENT, INC.
Two World Trade Center, Suite 3400
New York, NY 10048
Dear Sirs:
OPPENHEIMER MONEY MARKET FUND, INC., a Maryland corporation (the
"Fund"), is registered as an investment company under the Investment
Company Act of 1940 (the "1940 Act"), and an indefinite number of one or
more classes of shares of its capital stock ("Shares") have been
registered under the Securities Act of 1933 (the "1933 Act") to be offered
for sale to the public in a continuous public offering in accordance with
the terms and conditions set forth in the Prospectus and Statement of
Additional Information ("SAI") included in the Fund's Registration
Statement as it may be amended from time to time (the "current Prospectus
and/or SAI").
In this connection, the Fund desires that your firm (the "General
Distributor") act in a principal capacity as General Distributor for the
sale and distribution of Shares which have been registered as described
above and of any additional Shares which may become registered during the
term of this Agreement. You have advised the Fund that you are willing
to act as such General Distributor, and it is accordingly agreed by and
between us as follows:
1. Appointment of the Distributor. The Fund hereby appoints
you as the sole General Distributor, pursuant to the aforesaid continuous
public offering of its Shares, and the Fund further agrees from and after
the date of this Agreement, that it will not, without your consent, sell
or agree to sell any Shares otherwise than through you, except (a) the
Fund may itself sell shares without sales charge as an investment to the
officers, trustees or directors and bona fide present and former full-time
employees of the Fund, the Fund's Investment Adviser and affiliates
thereof, and to other investors who are identified in the current
Prospectus and/or SAI as having the privilege to buy Shares at net asset
value; (b) the Fund may issue shares in connection with a merger,
consolidation or acquisition of assets on such basis as may be authorized
or permitted under the 1940 Act; (c) the Fund may issue shares for the
reinvestment of dividends and other distributions of the Fund or of any
other fund if permitted by the current Prospectus and/or SAI; and (d) the
Fund may issue shares as underlying securities of a unit investment trust
if such unit investment trust has elected to use Shares as an underlying
investment; provided that in no event as to any of the foregoing
exceptions shall Shares be issued and sold at less than the then-existing
net asset value.
2. Sale of Shares. You hereby accept such appointment and
agree to use your best efforts to sell Shares, provided, however, that
when requested by the Fund at any time because of market or other
economic considerations or abnormal circumstances of any kind, or when
agreed to by mutual consent of the Fund and the General Distributor, you
will suspend such efforts. The Fund may also withdraw the offering of
Shares at any time when required by the provisions of any statute, order,
rule or regulation of any governmental body having jurisdiction. It is
understood that you do not undertake to sell all or any specific number
of Shares.
3. Sales Charge. Shares shall be sold by you at net asset
value. The redemption proceeds of shares may be subject to a contingent
deferred sales charge ("CDSC") under the circumstances described in the
current Prospectus and/or SAI. You may pay dealers and brokers for sales
of shares from your own resources (such dealers and brokers shall
collectively include all domestic or foreign institutions eligible to
offer and sell the shares), and in the event that the Fund has more than
one class of shares outstanding, then you may impose a CDSC on shares of
one class that is different from the CDSC, if any, imposed on shares of
the Fund other class(es), in each case as set forth in the current
Prospectus and/or SAI, provided the CDSC's to the ultimate purchases do
not exceed the respective levels set forth for such category of purchaser
in the current Prospectus and/or SAI.
4. Purchase of Shares.
(a) As General Distributor, you shall have the right to
accept or reject orders for the purchase of Shares at
your discretion. Any consideration which you may
receive in connection with a rejected purchase order
will be returned promptly.
(b) You agree promptly to issue or to cause the duly
appointed transfer or shareholder servicing agent of
the Fund to issue confirmations of all accepted
purchase orders and to transmit a copy of such
confirmations to the Fund. The net asset value of all
Shares which are the subject of such confirmations,
computed in accordance with the applicable rules under
the 1940 Act, shall be a liability of the General
Distributor to the Fund to be paid promptly after
receipt of payment from the originating dealer or
broker (or investor, in the case of direct purchases)
and not later than eleven business days after such
confirmation even if you have not actually received
payment from the originating dealer or broker, or
investor. In no event shall the General Distributor
make payment to the Fund later than permitted by
applicable rules of the National Association of
Securities Dealers, Inc.
(c) If the originating dealer or broker shall fail to make
timely settlement of its purchase order in accordance
with applicable rules of the National Association of
Securities Dealers, Inc., or, if a direct purchaser
shall fail to make good payment for shares in a timely
manner, you shall have the right to cancel such
purchase order and, at your account and risk, to hold
responsible the originating dealer or broker, or
investor. You agree promptly to reimburse the Fund
for losses suffered by it that are attributable to
any such cancellation, or to errors on your part in
relation to the effective date of accepted purchase
orders, limited to the amount that such losses exceed
contemporaneous gains realized by the Fund for either
of such reasons with respect to other purchase orders.
(d) In the case of a canceled purchase for the account of
a directly purchasing shareholder, the Fund agrees
that if such investor fails to make you whole for any
loss you pay to the Fund on such canceled purchase
order, the Fund will reimburse you for such loss to
the extent of the aggregate redemption proceeds of any
other shares of the Fund owned by such investor, on
your demand that the Fund exercise its right to claim
such redemption proceeds. The Fund shall register or
cause to be registered all Shares sold to you pursuant
to the or cause to be registered all shares sold to
you pursuant to the provisions hereof in such names
and amounts as you may request from time to time and
the Fund shall issue or cause to be issued
certificates evidencing such Shares for delivery to
you or pursuant to your direction if and to the extent
that the shareholder account in question contemplates
the issuance of such certificates. All Shares, when
so issued and paid for, shall be fully paid and non-
assessable by the Fund (which shall not prevent the
imposition of any CDSC that may apply) to the extent
set forth in the current Prospectus and/or SAI.
5. Repurchase of Shares.
(a) In connection with the repurchase of Shares, you are
appointed and shall act as Agent of the Fund. You are
authorized, for so long as you act as General
Distributor of the Fund, to repurchase, from
authorized dealers, certificated or uncertificated
shares of the Fund ("Shares") on the basis of orders
received from each dealer ("authorized dealer") with
which you have a dealer agreement for the sale of
Shares and permitting resales of Shares to you,
provided that such authorized dealer, at the time of
placing such resale order, shall represent (i) if such
Shares are represented by certificate(s), that
certificate(s) for the Shares to be repurchased have
been delivered to it by the registered owner with a
request for the redemption of such Shares executed in
the manner and with the signature guarantee required
by the then-currently effective Prospectus of the
Fund, or (ii) if such Shares are uncertificated, that
the registered owner(s) has delivered to the dealer a
request for the redemption of such Shares executed in
the manner and with the signature guarantee required
by the then-currently effective Prospectus of the
Fund.
(b) You shall (a) have the right in your discretion to
accept or reject orders for the repurchase of Shares;
(b) promptly transmit confirmations of all accepted
repurchase orders; and (c) transmit a copy of such
confirmation to the Fund, or, if so directed, to any
duly appointed transfer or shareholder servicing agent
of the Fund. In your discretion, you may accept
repurchase requests by a financially responsible
dealer which provides you with indemnification in form
satisfactory to you in consideration of your
acceptance of such dealer's request in lieu of the
written redemption request of the owner of the
account; you agree that the Fund shall be a third
party beneficiary of such indemnification.
(c) Upon receipt by the Fund or its duly appointed
transfer or shareholder servicing agent of any
certificate(s) (if any has been issued) for
repurchased Shares and a written redemption request of
the registered owner(s) of such Shares executed in the
manner and bearing the signature guarantee required by
the then-currently effective Prospectus and/or SAI of
the Fund, the Fund will pay or cause its duly
appointed transfer or shareholder servicing agent
promptly to pay to the originating authorized dealer
the redemption price of the repurchased Shares (other
than repurchased Shares subject to the provisions of
part (d) of Section 5 of this Agreement) next
determined after your receipt of the dealer's
repurchase order.
(d) Notwithstanding the provisions of part (c) of Section
5 of this Agreement, repurchase orders received from
an authorized dealer after the determination of the
Fund's redemption price on a regular business day will
receive that day's redemption price if the request to
the dealer by its customer to arrange such repurchase
prior to the determination of the Fund's redemption
price that day complies with the requirements
governing such requests as stated in the current
Prospectus and/or SAI.
(e) You will make every reasonable effort and take all
reasonably available measures to assure the accurate
performance of all services to be performed by you
hereunder within the requirements of any statute, rule
or regulation pertaining to the redemption of Shares
of a regulated investment company and any requirements
set forth in the then-current Prospectus and/or SAI of
the Fund.
(f) In the event an authorized dealer initiating a
repurchase order shall fail to make delivery or
otherwise settle such order in accordance with the
rules of the National Association of Securities
Dealers, Inc., you shall have the right to cancel such
repurchase order and, at your account and risk, to
hold responsible the originating dealer. In the event
that any cancellation of a Share repurchase order or
any error in the timing of the acceptance of a Share
repurchase order shall result in a gain or loss to the
Fund, you agree promptly to reimburse the Fund for any
amount by which any losses shall exceed then-existing
gains so arising.
6. 1933 Act Registration. The Fund has delivered to you a copy
of its current Prospectus and SAI. The Fund agrees that it will use its
best efforts to continue the effectiveness of the Fund's Registration
Statement under the 1933 Act. The Fund further agrees to prepare and file
any amendments to its Registration Statement as may be necessary and any
supplemental data in order to comply with the 1933 Act. The Fund will
furnish you at your expense with a reasonable number of copies of the
Prospectus and SAI and any amendments thereto for use in connection with
the sale of Shares.
7. 1940 Act Registration. The Fund has already registered
under the 1940 Act as an investment company, and it will use its best
efforts to maintain such registration and to comply with the requirements
of the 1940 Act.
8. State Blue Sky Qualification. At your request, the Fund
will take such steps as may be necessary and feasible to qualify Shares
for sale in states, territories or dependencies of the United States, the
District of Columbia, the Commonwealth of Puerto Rico and in foreign
countries, in accordance with the laws thereof, and to renew or extend any
such qualification; provided, however, that the Fund shall not be required
to qualify shares or to maintain the qualification of shares in any
jurisdiction where it shall deem such qualification disadvantageous to the
Fund.
9. Duties of Distributor. You agree that:
(a) Neither you nor any of your officers will take any
long or short position in the Shares, but this
provision shall not prevent you or your officers from
acquiring Shares for investment purposes only;
(b) You shall furnish to the Fund any pertinent
information required to be inserted with respect to
you as General Distributor within the purview of the
Securities Act of 1933 in any reports or registration
required to be filed with any governmental authority;
(c) You will not make any representations inconsistent
with the information contained in the current
Prospectus and/or SAI;
(d) You shall maintain such records as may be reasonably
required for the Fund or its transfer or shareholder
servicing agent to respond to shareholder requests or
complaints, and to permit the Fund to maintain proper
accounting records, and you shall make such records
available to the Fund and its transfer agent or
shareholder servicing agent upon request; and
(e) In performing under this Agreement, you shall comply
with all requirements of the Fund's current Prospectus
and/or SAI and all applicable laws, rules and
regulations with respect to the purchase, sale and
distribution of Shares.
10. Allocation of Costs. The Fund shall pay the cost of
composition and printing of sufficient copies of its Prospectus and SAI
as shall be required for annual distribution to its shareholders, and the
expense of registering Shares for sale under federal securities laws. You
shall pay the expenses normally attributable to the sale of Shares, other
than as paid under the Fund's Distribution Plan under Rule 12b-1 of the
1940 Act, including the cost of printing and mailing of the Prospectus
(other than those furnished to existing shareholders) and any sales
literature used by you in the public sale of the Shares and for
registering such shares under state blue sky laws pursuant to paragraph
8.
11. Duration. This Agreement shall take effect on the date
first written above, and shall supercede any and all prior General
Distributor's Agreements by and among the Fund and you. Unless earlier
terminated pursuant to paragraph 12 hereof, this Agreement shall remain
in effect until September 30, 1994, and shall continue in effect from year
to year thereafter, provided that such continuance shall be specifically
approved at least annually (a) by the Fund's Board of Directors, including
a vote of a majority of the voting securities of the Fund; and (b) by the
vote of a majority of the Directors who are not parties to this Agreement
or "interested persons" (as defined in the 1940 Act) of any such person,
cast in person at a meeting called for the purpose of voting on such
approval.
12. Termination. This Agreement may be terminated (a) by the
General Distributor at any time without penalty by giving sixty days'
written notice (which notice may be waived by the Fund); (b) by the Fund
at any time without penalty upon sixty days' written notice to the General
Distributor (which notice may be waived by the General Distributor); or
(c) by mutual consent of the Fund and the General Distributor, provided
that such termination by the Fund shall be directed or approved by the
Board of Directors of the Fund or by the vote of the holders of a majority
of the outstanding voting securities of the Fund. In the event this
Agreement is terminated by the Fund, the General Distributor shall be
entitled to be paid the CDSC under paragraph 3 hereof on the redemption
proceeds of Shares sold prior to the effective date of such termination.
13. Assignment. This Agreement may not be amended or changed
except in writing and shall enure to the benefit of the parties hereto and
their respective successors; however, this Agreement shall not be assigned
by either party and shall automatically terminate upon assignment.
14. Section Headings. The headings of each section is for
descriptive purposes only, and such headings are not to be construed or
interpreted as part of this Agreement.
If the foregoing is in accordance with your understanding, so
indicate by signing in the space provided below.
OPPENHEIMER MONEY MARKET FUND, INC.
By: /s/ Robert G. Galli
-----------------------
Robert G. Galli, Secretary
Accepted:
OPPENHEIMER FUND MANAGEMENT, INC.
By: /s/ Andrew J. Donohue
---------------------
Andrew J. Donohue, Senior Vice President
OFMI\200
CUSTODIAN AGREEMENT
------------------
OPPENHEIMER MONETARY BRIDGE, INC.
and
FIRST NATIONAL CITY BANK
Dated: APRIL 16, 1974
Delegated Instructions:
Yes _____ No X
Oral Instructions:
Yes _____ No X
10/69 Regulated
<PAGE>
CONTENTS
SECTION Page
I. Designation of Custodian 1
II. Delivery of Documents 1
III. The Property 2
IV. Registration of Securities; Commercial
Accounts; Overdrafts 3
V. Instructions 4
VI. Transactions Requiring Instructions 5
VII. Transactions not Requiring Instructions 7
VIII. Transactions Requiring Special Instructions 8
IX. Right to Receive Advice 9
X. Records and Statements 10
XI. Compensation 10
XII. Indemnification 11
XIII. Responsibility; Collections 11
XIV. Advertising 12
XV. Effective Date; Termination; Successor;
Dissolution 12
XVI. Notices 14
XVII. Miscellaneous 15
<PAGE>
CUSTODIAN AGREEMENT
-------------------
I. DESIGNATION OF CUSTODIAN
Oppenheimer Monetary Bridge, Inc. (the "Fund"), a corporation
organized under the laws of Maryland, having an office at One New
York Plaza, New York, NY 10004, and engaged principally in the
business of investing and reinvesting its assets in securities,
hereby designates First National City Bank (the "Bank"), a National
Banking Corporation incorporated under the laws of the United
States of America and having an office at 399 Park Avenue, New
York, New York 10022, custodian of the Property (as defined in
Section III). By its acceptance, the Bank agrees to serve as such
custodian upon the terms and conditions set forth in this
Agreement.
II. DELIVERY OF DOCUMENTS
(a) Documents delivered. The Fund delivers to the
Bank herewith the following documents:
(i) Resolutions authorizing the
appointment of the Bank as the
custodian of the Fund and the
execution by the Fund of this
Agreement;
(ii) copies, certified by the
appropriate officer or officers, of
the charter and the by-laws of the
Fund; and
(iii) incumbency and signature
certificates identifying and
containing the signatures of the
officers of the Fund and/or other
signatories authorized to sign
Instructions on behalf of the Fund,
specifying the number of signatures
required for Instructions and
identifying the directors and the
other officers, if any, of the Fund.
(b) Changes. In case of any change or changes
affecting any of the documents described in this Section
II, the Fund shall deliver new documents to the Bank, to
the extent necessary to reflect such change or changes.
Unless and until such new documents are delivered and an
authorized signatory of the Bank has issued a receipt for
the delivery thereof, the Bank shall be under no
obligation to act (or omit to act) in accordance with any
such change, nor shall the Bank be liable for failure so
to act (or omit to act), but the Bank shall act in
accordance with the documents which such new documents
are to replace.
(c) Additional information. The Fund shall furnish
to the Bank any additional information and documentation
relating to the Fund and the Fund's management company
(if any) which the Bank may reasonably request.
(d) "Resolutions" defined. The term "Resolutions,"
as used in this Agreement, means (i) if the directors of
the Fund are authorized to transact business of the Fund
by signing an instrument setting forth such business,
resolutions signed by the number of directors of the Fund
so authorized and (ii) in all other cases, copies of
resolutions of the directors of the Fund, certified by
the appropriate officer or officers of the Fund.
III. THE PROPERTY
(a) Property delivered. The Fund shall deliver the
Property, or cause the Property to be delivered, to the
Bank, subject to the provisions of this Agreement. Upon
delivery, the securities at the time included in the
Property shall be in bearer form or shall be registered
in the name of a nominee of the Bank (with or without
indication of fiduciary status) or shall be properly
endorsed and in form for transfer satisfactory to the
Bank.
(b) "Property" defined. The term "Property," as
used in this Agreement, means:
(i) any and all securities and other
property which the Fund may from time to time
deposit, or cause to be deposited, with the
Bank,
(ii) all income in respect of any of such
securities or other property,
(iii) all proceeds of the sale of any of
such securities or other property, and
(iv) all proceeds, of the sale of
securities issued by the Fund, which are
received by the Bank from time to time from
the Fund or its transfer agent.
(c) Certain options excluded. The Property shall
not include puts, calls or straddles or other options of
a character similar thereto.
IV. REGISTRATION OF SECURITIES;
COMMERCIAL ACCOUNTS; OVERDRAFTS
(a) Registration of securities. The securities
included in the Property shall be held in bearer form or
in the name of one or more nominees of the Bank.
(b) Commercial accounts. The Bank shall open and
maintain a commercial account or accounts in the name of
the Fund, subject only to the Bank's draft order after
receipt of Instructions, and the Bank shall deposit in
such account or accounts all monies constituting, or
which are to become, part of the Property.
(c) Overdrafts. At the sole discretion of the Bank,
the Bank will permit the incurrence of cash overdrafts in
any account of the Fund with the Bank (i) in aid of the
timely and orderly clearance of securities transactions
in the course of the Fund's normal business, trading and
investment operations or (ii) in connection with payments
to Shareholders all or a portion of whose shares in the
Fund have been or are being Redeemed, but only upon
receipt by the Bank of Instructions to do so. The Bank
shall not be obligated to incur or permit the incurrence
of any such overdraft and the Bank shall not be liable to
the Fund or any third party for any refusal, failure or
neglect on the part of the Bank to incur or permit the
incurrence of any such overdraft. As used in this
Agreement, the terms "Redeem" and "Redemption" refer to
redemptions, purchases and other acquisitions by the Fund
of shares in the Fund from Shareholders, and the term
"Shareholder" means a shareholder or former shareholder
of the Fund.
(d) Payment of overdrafts; interest. The Fund shall
pay to the Bank, and the Bank may deduct from the
Property, the amount of each overdraft referred to in
Section IV(c), together with interest thereon at such
rate as the Bank may from time to time notify to the Fund
(such rate not to exceed the rate at such time charged by
the Bank to its prime commercial borrowers by more than
1 1/2 percentage points), upon the Bank's demand
therefor.
V. INSTRUCTIONS
(a) "Instructions" defined. As used in this
Agreement, the term "Instructions" means instructions,
with respect to any specified transaction (except as
otherwise indicated in this Agreement), in writing or by
tested telegram, cable or Telex, signed by the requisite
number of officers or authorized signatories of the Fund.
(b) Instructions consistent with charter, etc.
Although the Bank may take cognizance of the provisions
of the charter and by-laws of the Fund as from time to
time amended, the Bank may assume that any Instructions
received hereunder are not in any way inconsistent with
any provision of such charter or by-laws or any vote,
resolutions or proceeding of the shareholders or the
directors, or of any committee of either thereof, of the
Fund.
(c) Authority of Fund's signatories. The incumbency
and signature certificates most recently delivered to the
Bank pursuant to Section II(a)(iii) shall constitute
conclusive evidence of the authority of the signatories
designated therein to act on behalf of the Fund.
VI. TRANSACTIONS REQUIRING INSTRUCTIONS
(a) Purchases. Upon receipt of Instructions to do
so, the Bank shall make payment for and receive all
securities purchased for the account of the Fund (insofar
as monies are available, or insofar as the Bank is
willing to permit an overdraft or overdrafts in the
Fund's account or accounts with the Bank, for such
purpose), payment to be made only upon receipt of the
securities in form for transfer satisfactory to the Bank,
provided that, if any such securities (or any securities
to be received free for the Fund's account) are not
received by the Bank on or before the thirtieth day
following the date of the Bank's receipt of the
Instructions to receive such securities, the Bank may,
but need not, consider such Instructions cancelled unless
and until the Bank receives further Instructions
reinstating such original Instructions.
(b) Sales. Upon receipt of Instructions to do so,
the Bank shall deliver Property sold by the Fund against
payment therefor (i) in cash or by check certified or
issued by a bank, trust company or member firm of the New
York Stock Exchange or (ii) wholly or partially in
property other than cash, as specified in such
Instructions.
(c) Miscellaneous transactions. Upon receipt of
Instructions to do so, the Bank shall deliver Property
against such payment or other consideration or written
receipt therefor as shall be specified in such
Instructions, in the following cases:
(i) for examination by a broker selling
for the account of the Fund in accordance with
street delivery custom;
(ii) for payment when such Property has
been called, redeemed or retired, or has
otherwise become payable at the option of the
holder thereof;
(iii) in exchange for, or for conversion
into, other securities and/or cash pursuant to
any plan of merger, consolidation or
reorganization, recapitalization, readjustment
or other rearrangement of the issuer;
(iv) for deposit with a reorganization
committee or protective committee pursuant to
a deposit agreement;
(v) for conversion into or exchange for
other securities, or into or for other
securities and cash, in accordance with any
conversion or exchange right or option
relating thereto;
(vi) in the case of warrants, rights or
other similar securities, upon the exercise
thereof;
(vii) in the case of interim receipts or
temporary securities, upon the surrender
thereof for definitive securities;
(viii) as collateral in connection with
any loan to be made to the Fund.
Without limiting the generality of the foregoing, upon
receipt of Instructions to do so, the Bank shall make
payment with respect to any transaction described in
Sections VI(c)(iii) to (vii), inclusive, in the amount
specified in such Instructions.
(d) Cash disbursements. Upon receipt of
Instructions to do so (subject to the provisions of
Section VII(b)), the Bank shall make cash disbursement
for the account of the Fund, in the amount specified in
such Instructions, in connection with the payment of (i)
any dividend or other distribution declared by the Fund,
or (ii) any tax, expense or liability of the Fund.
(e) Exercise of rights, etc. The Bank shall deal
with rights, warrants and similar securities received by
it hereunder only in the manner and to the extent ordered
by Instructions received by the Bank.
(f) Voting. Neither the Bank nor its nominees shall
vote any of the securities included in the Property or
authorize the voting of any such securities or give any
consent, approval or waiver with respect thereto, except
as directed by Instructions received by the Bank.
(g) Release of funds. Except as otherwise
specifically provided in this Agreement, the Bank shall
release to the Fund, or otherwise apply for the account
of the Fund, the Property or any part thereof, as
directed by Instructions received by the Bank.
(h) Limitation. Except as otherwise expressly
provided in this Agreement, the Bank shall not deliver or
otherwise dispose of any of the Property except to the
Fund or against countervalue, including (without
limitation) payment or other consideration or receipt
therefor pursuant to Sections VI(b) and (c).
VII. TRANSACTIONS NOT REQUIRING INSTRUCTIONS
(a) Collection of income and other payments. In the
absence of contrary Instructions, the Bank shall:
(i) collect and receive, for the account
of the Fund, all income and other payments and
distributions, including (without limitation)
stock dividends, rights, warrants and similar
items, included or to be included in the
Property, and promptly advise the Fund of such
receipt;
(ii) take any action which may be
necessary and proper in connection with the
collection and receipt of such income and
other payments and distributions, including
(without limitation) the execution of
ownership and exemption certificates, the
presentation of coupons and other interest
items, the presentation for payment of
securities which have become payable as a
result of their being called, redeemed or
retired, or otherwise becoming payable,
otherwise than at the option of the holder
thereof, and the endorsement for collection of
checks, drafts and other negotiable
instruments; and
(iii) receive and hold for the account of
the Fund all securities received as a
distribution on securities held by the Fund as
a result of a stock dividend, share split-up
or reorganization, recapitalization,
readjustment or other rearrangement or
distribution of rights or similar securities
issued with respect to any securities of the
Fund held by the Bank hereunder, provided that
the Bank shall not be required to transact any
item of business referred to in this Section
VII(a) with respect to a security which is not
covered by a published securities manual
reasonably available to the Custodian Services
Department of the Bank (or the successor to
such Department in the event of any
administrative rearrangement of the Bank)
unless and until such Custodian Services
Department (or its successor) has received a
notice specifying (x) the item of business in
question and (y) such additional information
as will permit the Bank to transact such item
of business properly and without unreasonable
inconvenience to such Custodian Services
Department (or its successor).
(b) Cash disbursements. In the absence of contrary
Instructions, the Bank may make cash disbursements for
minor expenses in handling securities and for similar
items in connection with the Bank's duties under this
Agreement. The Bank shall promptly advise the Fund of
disbursements so made.
(c) Delivery of information and documents. The Bank
shall promptly deliver to the Fund all information and
documents received by the Bank and relating to the
Property, including (without limitation) all notices,
proxies, reports and other financial information.
VIII. TRANSACTIONS REQUIRING SPECIAL INSTRUCTIONS
(a) Redemptions. Upon receipt of Instructions to do
so, the Bank shall deliver Property in connection with
Redemptions (insofar as monies or, in a case referred to
in clause (iii) below, other Property is available, or
insofar as the Bank is willing to permit an overdraft or
overdrafts in the Fund's account or accounts with the
Bank, for such purpose), provided that the Instructions
covering each Redemption shall contain (i) the number of
shares Redeemed, (ii) the net asset value (determined
pursuant to the regulations of the Fund, as from time to
time amended, which govern determination of net asset
value) of such shares on the effective date of such
Redemption and (iii) specification of any Property other
than cash which the Bank is to deliver pursuant thereto.
(b) Extraordinary Transactions. In the case of any
of the following transactions, not in the ordinary course
of the business of the Fund:
(i) the merger or consolidation of the
Fund and another investment company,
(ii) the sale by the Fund of all or
substantially all of its assets, or
(iii) liquidation of the Fund or
dissolution of the Fund and distribution of
its assets,
the Bank shall deliver Property only upon receipt of
Instructions and advice of counsel satisfactory to the
Bank (who may be counsel for the Fund, at the option of
the Bank) to the effect that all necessary corporate
action therefor has been taken, or will be taken
concurrently with the Bank's action.
IX. RIGHT TO RECEIVE ADVICE
(a) Advice of Fund. If the Bank shall be in doubt
as to any action to be taken or omitted by it, it may
request, and shall receive, from the Fund directions or
advice, including Instructions where appropriate.
(b) Advice of counsel. If the Bank shall be in
doubt as to any question of law involved in any action to
be taken or omitted by the Bank, it may request advice
from counsel of its own choosing (who may be counsel for
the Fund, at the option of the Bank).
(c) Conflicting advice. In case of conflict between
directions, advice or Instructions received by the Bank
pursuant to Section IX(a) and advice received by the Bank
pursuant to Section IX(b), the Bank shall be entitled to
rely on and follow the advice received pursuant to
Section IX(b) alone.
(d) Absolute protection to Bank. The Bank shall be
absolutely protected in any action or inaction which it
takes in reliance on any directions, advice or
Instructions received pursuant to Section IX(a) or (b) or
which the Bank, after receipt of any such directions,
advice or Instructions, in good faith believes to be
consistent with such directions, advice or Instructions,
as the case may be. However, nothing in this Section IX
shall be construed as imposing upon the Bank any
obligation (i) to seek such directions, advice or
Instructions, or (ii) to act in accordance with such
directions or advice when received, unless, under the
terms of another provision of this Agreement, the same is
a condition to the Bank's properly taking or omitting to
take such action.
X. STATEMENTS
The Bank shall render to the Fund statements of the
transactions in the accounts of the Fund at the following times:
XI. COMPENSATION
(a) Ordinary services. The Fund shall pay to the
Bank, and the Bank may deduct from the Property, for its
services under this Agreement (other than the services
referred to in Section XI(c)) compensation based on a
schedule of charges to be agreed from time to time.
(b) Expenses. The Fund shall reimburse the Bank for
all expenses, taxes and other charges (including, without
limitation, interest and other items charged by brokers
in respect of debit balances and delayed deliveries) paid
by the Bank with respect to the property of the Fund, or
incurred by the Bank on behalf of the Fund in the
performance of the Bank's duties hereunder, provided that
the Bank shall be entitled to reimbursement in respect of
the fees and disbursements of counsel only (i) as set
forth in Sections XI(c) and XII or (ii) when the Fund
breaches or threatens to breach, or the Fund's management
company (if any) threatens to cause a breach, of this
Agreement or when it would reasonably appear to a man
untrained in the law that such a breach exists or is
threatened, to the extent that the fees and disbursements
of such counsel relate to such actual or apparent breach
or threatened breach. If the Bank submits to the Fund a
bill for such reimbursement and the Fund does not, within
15 days after such submission, notify the Bank that the
bill is disapproved and make a reasonable counter-offer
in writing, the bill shall be deemed approved and the
Bank may deduct such reimbursement from the Property.
(c) Extraordinary services. The Fund shall pay to
the Bank, and the Bank may deduct from the Property, for
its services as the Fund's agent in paying to a
Shareholder consideration, consisting wholly or partially
of property other than cash, in connection with the
Redemption of all or any part of such Shareholder's
shares in the Fund compensation equal to 1/10 of 1% of
the amount computed by subtracting from the aggregate
Redemption price of such shares the cash, if any, paid to
such Shareholder in respect of such Redemption. Without
limiting the generality of the provisions of Section
XI(b), the Fund shall reimburse to the Bank, and the Bank
may deduct from the Property reimbursement for, the fees
and disbursements of the Bank's counsel attributable to
such counsel's services in respect of each such
Redemption.
XII. INDEMNIFICATION
The Fund, as sole owner of the Property, will indemnify the
Bank and each of the Bank's nominees, and hold the Bank and such
nominees harmless, and the Bank may deduct from the Property
indemnification, against all costs, liabilities (including, without
limitation, liabilities under the Securities Act of 1933, the
Securities Exchange Act of 1934, the Investment Company Act of 1940
and any state and foreign securities and blue sky laws, all as from
time to time amended) and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly
(i) from the fact that securities included in the Property are
registered in the name of any such nominee or (ii) without limiting
the generality of the foregoing clause (i), from any action or
thing which the Bank takes or does or omits to take or do, (A) at
the request or on the directions or in reliance on the advice of
the Fund, or of the Fund's management company (if any), or (B) upon
Instructions, provided, that neither the Bank nor any of its
nominees shall be indemnified against any liability to the Fund or
to its Shareholders (or any expense incident to such liability)
arising out of (x) the Bank's or such nominee's own willful
misfeasance, bad faith, gross negligence or reckless disregard of
its duties under this Agreement or (y) the Bank's own negligent
failure to perform its duties under Section VII(a)(ii).
XIII. RESPONSIBILITY; COLLECTIONS
(a) Responsibility of Bank. The Bank shall be under
no duty to take any action on behalf of the Fund except
as specifically set forth herein or as may be
specifically agreed to by the Bank in writing. In the
performance of the Bank's duties hereunder, the Bank
shall be obligated to exercise care and diligence, but
the Bank shall not be liable for any act or omission
which does not constitute willful misfeasance, bad faith
or gross negligence on the part of the Bank or reckless,
disregard by the Bank of its duties under this Agreement,
provided that the Bank shall be responsible for its own
negligent failure to perform its duties under Section
VII(a)(ii). Without limiting the generality of the
foregoing or of any other provision of this Agreement,
the Bank shall not be under any duty or obligation to
inquire into and shall not be liable for or in respect of
(i) the validity or invalidity or authority or lack
thereof of any instruction, notice or other instrument
which conforms to the applicable requirements of this
Agreement, if any, and which the Bank reasonably believes
to be genuine, or (ii) the validity or invalidity of the
issuance of any securities included or to be included in
the Property, the legality or illegality of the purchase
of such securities, or the propriety or impropriety of
the amount paid therefor, or (iii) the legality or
illegality of the sale (or exchange) of any Property or
the propriety or impropriety of the amount for which such
Property is sold (or exchanged), nor shall the Bank be
under any duty or obligation to ascertain whether any
property at any time delivered to or held by the Bank may
properly be held by or for the Fund.
(b) Collections. All collections of monies or other
property in respect, or which are to become part, of the
Property shall be at the sole risk of the Fund.
XIV. ADVERTISING
No printed or other matter in any language (including, without
limitation, prospectuses, notices to shareholders, annual reports
and promotional material) which mentions the Bank's name or the
rights, powers or duties of the custodian of the Fund shall be
issued by the Fund or on the Fund's behalf unless the Bank shall
first have given its specific written consent thereto.
XV. EFFECTIVE DATE; TERMINATION; SUCCESSOR; DISSOLUTION
(a) Effective date. This Agreement shall become
effective as of the date entered in the final paragraph
of this Agreement and shall continue in effect until
terminated in the manner set forth below.
(b) Termination. Either party to this Agreement may
terminate this Agreement, without penalty, upon at least
two weeks' prior written notice to the other. The
effective date of such notice shall be as specified in
such notice, except that, at the option of the party
receiving the notice of termination, the effective date
of termination may be postponed, by notice (given prior
to the effective date specified in the termination
notice) to the other party, to a date not more than sixty
days from the date of the notice of termination, provided
that the Fund shall have no right so to postpone the
effective date of termination if the Fund is at the time
in default under the provisions of Section XIV.
(c) Successor custodian. The Bank shall, in the
event of such termination, deliver the Property, or cause
it to be delivered, to any new custodian which may be
designated in Instructions received by the Bank.
(d) Successor custodian not available. In the event
that no new custodian can be found by the Fund at the
time of termination of this Agreement, the Fund shall,
before authorizing the delivery of the Property to anyone
other than a successor custodian, submit to its
shareholders the question of whether the Fund shall be
liquidated or shall function without a custodian. The
Bank shall, pending the finding of such a new custodian,
the dissolution of the Fund or the decision of the Fund's
shareholders that the Fund shall function without a
custodian, continue to hold the Property in safekeeping
subject to the terms of this Agreement, but the Bank will
not carry out any transaction requiring Instructions the
Instructions with respect to which are received by the
Bank subsequent to the effective date of the termination
of this Agreement or issue any advice provided for by
Section VII or any statement provided for by Section X,
provided that, upon its receipt of Instructions to do so,
the Bank will deliver the Property to a new custodian
(which shall be a person, firm or corporation having
aggregate capital, surplus and undivided profits of at
least $2,000,000, as shown by its last published report,
and meeting such other requirements as may be imposed by
applicable law), distribute the Property (after
liquidating any part of the Property which does not
consist of cash, if such Instructions so order) upon
dissolution of the Fund or deliver the Property to any
other person if the Fund's shareholders have decided that
the Fund shall function without a custodian. The Bank
shall not be liable to the Fund or any third party on
account of any incidents or omissions occurring during
such period of safekeeping except those arising through
the Bank's own willful misconduct or gross negligence.
(e) Dissolution; no successor custodian. Upon its
receipt of Instructions to do so, the Bank shall
distribute the Property (after liquidating any part of
the Property which does not consist of cash, if such
Instructions so order) upon dissolution of the Fund or
deliver the Property to any person who is to take the
place of the Fund's custodian if the Fund's shareholders
have decided that the Fund shall function without a
custodian, provided, in either case, that such
Instructions shall be accompanied by a certified copy of
the minutes of the meeting of the Fund's shareholders at
which the same was approved.
XVI. NOTICES
All notices and other communications, including Instructions
(collectively referred to as "Notices" in this Section XVI),
hereunder shall be in writing or by tested telegram, cable or
Telex. Notices shall be addressed (i) if to the Bank, at the
Bank's address set forth at the head of this Agreement, marked for
the attention of the Custodian Services Department (or its
successor, referred to in Section VII(a)); (ii) if to the Fund, at
the address of the Fund set forth at the head of this Agreement, or
(iii) if to either of the foregoing, at such other address as shall
have been notified to the sender of any such Notice or other
communication. If the location of the sender of a Notice and the
address of the addressee thereof are, at the time of sending, more
than 100 miles apart, the Notice shall be sent by airmail, in which
case it shall be deemed given three days after it is sent, or by
tested telegram, cable or Telex, in which case it shall be deemed
given immediately, and, if the location of the sender of a Notice
and the address of the addressee thereof are, at the time of
sending, not more than 100 miles apart, the Notice may be sent by
first-class mail, in which case it shall be deemed given two days
after it is sent, or by messenger, in which case it shall be deemed
given on the day it is delivered, or by tested telegram or Telex,
in which case it shall be deemed given immediately, provided that
the Bank in no event be liable in respect of any delay in its
actual receipt of any Notice. All postage, cable, telegraph and
Telex charges arising from the sending of a Notice hereunder shall
be paid by the sender.
XVII. MISCELLANEOUS
(a) Amendments, etc. This Agreement or any part
hereof may be changed or waived only by an instrument in
writing signed by the party against which enforcement of
such change or waiver is sought. This Agreement shall be
construed and enforced in accordance with and governed by
the laws of the State of New York. The headings in this
Agreement are for convenience of reference only, are not
a part of this Agreement and shall be disregarded in
connection with any interpretation of all or any part of
this Agreement.
(b) Entire agreement. This Agreement embodies the
entire agreement and understanding between the parties
hereto, and supersedes all prior agreements and
understandings, relating to the subject matter hereof,
provided that the parties hereto may embody in one or
more separate documents their agreement, if any, with
respect to delegated and/or oral Instructions.
(c) Successors and assigns; assignment. All terms
of this Agreement shall be binding upon the respective
successors and assigns of the parties hereto, the Fund's
management company (if any) and the Shareholders and
shall inure to the benefit of and be enforceable by the
parties hereto and their respective successors and
assigns, provided that this Agreement shall not be
assignable in whole or in part by either party hereto
without the written consent of the other party hereto.
(d) Counterparts. This Agreement may be executed
simultaneously in several counterparts, each of which
shall be deemed an original but all of which, taken
together, shall constitute one and the same Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by the hands of their signatories
thereunto duly authorized as of the 16th day of April, 1974.
FIRST NATIONAL BANK
By: /s/ Charles H. Hoffman By: /s/ Leon Levy
---------------------- -------------
Charles H. Hoffman Leon Levy
<PAGE>
AGREEMENT AS TO DELEGATED INSTRUCTIONS
--------------------------------------
Dated: April 16, 1974
First National City Bank
399 Park Avenue
New York, New York 10022
Dear Sirs:
Reference is made to the custodian agreement (the "Custodian
Agreement"), dated _____________ between you (the "Bank") and the
undersigned (the "Fund"). Certain other capitalized words used
herein without definition have the respective meanings given them
by the Custodian Agreement. The terms of this Agreement are
intended to be in addition and supplementary to the terms of the
Custodian Agreement.
The Fund hereby agrees with the Bank as follows:
1. The Fund may authorize designated signatories of entities
other than the Fund to sign Instructions, specifying the type of
Instructions that may be so signed and the number of signatures
required, in which case the Fund shall deliver to the Bank
Resolutions to such effect and incumbency and signature
certificates identifying and containing the signatures of the
signatories designated pursuant to this Section 1. In case of any
change or changes affecting any of the documents described in this
Section 1, the Fund shall deliver new documents to the Bank, to the
extent necessary to reflect such change or changes. The Bank shall
be under no obligation to act (or omit to act) in accordance with
any such change, nor shall the Bank be liable for failure so to act
(or omit to act), unless and until such documents are delivered to
the Bank and an authorized signatory of the Bank has issued a
receipt for the delivery thereof.
2. Subject to the provisions of Sections 3 and 4 hereof, the
Resolutions and incumbency and signature certificates most recently
received by the Bank pursuant to Section 1 hereof shall constitute
conclusive evidence of the authority of the signatories designated
therein to act on behalf of the Fund.
3. Instructions given by a signatory or signatories
designated pursuant to Section 1 hereof shall not be deemed
Instructions with respect to any of the transactions listed in
Section VIII(b) of the Custodian Agreement, nor shall any such
signatory or signatories have any authority to terminate, assign,
change, waive or discharge the Custodian Agreement or this
Agreement, in whole or in part.
4. In case of conflicting Instructions signed by a signatory
or signatories of the Fund designated pursuant to Section
II(a)(iii) of the Custodian Agreement and Instructions signed by a
signatory or signatories of an entity other than the Fund,
designated pursuant to Section 1 hereof, Instructions signed by
signatories of the Fund shall prevail, provided that any
transaction initiated by the Bank pursuant to Instructions may, but
need not, be completed by the Bank notwithstanding the Bank's
receipt of conflicting prevailing Instructions subsequent to the
Bank's initiation of such transaction.
If you are in agreement with the foregoing, please so signify
by signing, in the space provided below, and returning to the Fund
the attached copy of this letter, whereupon this letter shall
become a binding agreement between us.
Very truly yours,
By___________________________
The foregoing is hereby agreed to
as of the date first above written.
FIRST NATIONAL CITY BANK
By: /s/ Charles H. Hoffman
----------------------
Charles H. Hoffman<PAGE>
AGREEMENT AS TO ORAL INSTRUCTIONS
---------------------------------
Dated: April 16, 1974
First National City Bank
399 Park Avenue
New York, New York 10022
Dear Sirs:
Reference is made to the custodian agreement (the "Custodian
Agreement"), dated __________________, between you (the "Bank") and
the undersigned (the "Fund"). Certain other capitalized words used
herein without definition have the respective meanings given them
by the Custodian Agreement. The terms of this Agreement are
intended to be in addition and supplementary to the terms of the
Custodian Agreement.
The Fund hereby agrees with the Bank as follows:
A. The Fund may authorize designated persons to issue oral
(such term as used herein including, without limitation,
telephonic) Instructions, specifying the type or types of
Instructions that may be so issued, in which case the Fund shall
deliver to the Bank Resolutions to such effect. In case of any
change or changes affecting any authority provided for by this
Section A, the Fund shall deliver new Resolutions to the Bank, to
the extent necessary to reflect such change or changes. The Bank
shall be under no obligation to act (or omit to act) in accordance
with any such change, nor shall the Bank be liable for failure so
to act (or omit to act), unless and until such new Resolutions are
delivered to the Bank and an authorized signatory of the Bank has
issued a receipt for the delivery thereof.
B. Subject to the provisions of Sections C and E hereof, the
Resolutions most recently received by the Bank pursuant to Section
A hereof shall constitute conclusive evidence of the authority of
the persons designated therein to act on behalf of the Fund.
C. Oral Instructions shall not be deemed Instructions with
respect to any of the transactions listed in Section VIII(b) of the
Custodian Agreement, nor may all or any part of the Custodian
Agreement or of this Agreement be terminated, assigned, changed,
waived or discharged by oral communication.
D. The Fund shall promptly confirm oral instructions in
writing to the Bank; but the Bank shall be under no obligation to
insist upon delivery to it of any such written confirmation or to
investigate the reason for its nonreceipt of any such written
confirmation.
E. In case of conflict between oral Instructions given by a
person designated pursuant to Section A hereof, on the one hand,
and any written Instructions or any written confirmation or
purported confirmation of such oral Instructions, on the other
hand, the written Instructions or the written confirmation or
purported confirmation, as the case may be, shall prevail, provided
that any transaction initiated by the Bank pursuant to such oral
Instructions may, but need not, be completed by the Bank
notwithstanding the Bank's receipt of conflicting written
Instructions or written confirmation or purported confirmation
subsequent to the Bank's initiation of such transaction.
If you are in agreement with the foregoing, please so signify
by signing, in the space provided below, and returning to the Fund
the attached copy of this letter, whereupon this letter shall
become a binding agreement between us.
Very truly yours,
Oppenheimer Monetary Bridge,
Inc.
By: /s/ Leon Levy
--------------------
The foregoing is hereby agreed
to as of the date first above
written.
FIRST NATIONAL CITY BANK
By: /s/ Charles H. Hoffman
----------------------
Charles H. Hoffman
CUSTODY\200
AMENDMENT TO CUSTODIAL AGREEMENT
BETWEEN
OPPENHEIMER MONETARY BRIDGE, INC.
AND
CITIBANK, N.A.
THIS AGREEMENT OF AMENDMENT, dated as of March __, 1978, entered into
between Oppenheimer Monetary Bridge, Inc. (the "Fund") and Citibank, N.A.
("Citibank");
WITNESSETH:
WHEREAS, Oppenheimer Monetary Bridge, Inc. is a registered management
investment company for which Citibank, N.A. acts as custodian under an
agreement ("Agreement") dated April 16, 1974, and the Fund desires to
indirectly participate in the joint Federal Reserve - Treasury Department
book entry program for United States government and agency securities (the
"System") when it invests in United States government and agency
securities and
WHEREAS, pending and subsequent to designation by the Securities and
Exchange Commission of Federal Reserve Banks as appropriate persons to act
as depositories pursuant to the provisions of Section 17(f) of the
Investment Company Act of 1940, Citibank proposes to employ the System on
behalf of the Fund.
NOW THEREFORE, the Agreement is amended as follows:
1. Citibank is authorized by the Fund to participate in the System
on behalf of the Fund with respect to securities deposited in
the System, and to act on behalf of the Fund therefor as may be
required for participation in the System.
2. The securities and cash of the Fund will be represented in an
account at the System which does not include any assets held by
Citibank other than as a fiduciary, custodian or otherwise for
Citibank's customers.
3. Citibank shall effect a transfer of a security through the
System as follows:
(a) With respect to a sale of a security by the Fund, the
System shall effect delivery of the security (except
delivery to Citibank to the account of the Fund) only upon
payment or the System's guaranty of payment.
(b) With respect to a purchase of a security by the Fund,
Citibank's account in the System representing the interest
of the Fund may be debited for payment for the security
only upon delivery of the security to the account or the
System's guaranty of delivery.
4. Citibank shall send the Fund confirmation of any purchase or
sale of securities and by book entry or otherwise shall identify
as belonging to the Fund a quantity of securities which
constitute or are part of a fungible bulk of securities either
registered in the name of Citibank or its nominee or shown on
the account of Citibank on the books of the System.
5. The books and records of Citibank used in connection with the
participation of the Fund in the System, to the extent they
relate to depository services rendered to the Fund by Citibank
under the Agreement, shall at all times during the regular
business hours of Citibank be open to inspection by duly
authorized employees or agents of the Securities and Exchange
Commission.
6. Citibank shall provide the Fund with any report obtained by it
as Custodian, on the System's internal accounting control, and
shall provide the Fund with such reports on its respective
systems of internal accounting control as the Fund may
reasonably require.
7. Citibank shall be liable to the Fund for any loss or damage
resulting from the use of the System arising by reason of any
negligence, misfeasance, or misconduct on the part of Citibank
or of any of its employees or agents, or from a failure by
Citibank to enforce effectively such rights as it may have
against the System, and it is further understood that Citibank
shall use its best efforts, and will enforce any such rights as
it may have against the System, to require that the System shall
take all appropriate and necessary steps to obtain replacement
of any certificated security in the System which has been lost,
apparently destroyed, or wrongfully taken.
8. No person may vote (other than pursuant to an instruction of the
Fund contained in an officer's instruction, as that term is
defined in proposed rule 17 (f-4) any security held for the
account of the Fund, and the Fund may vote its securities either
directly or in accordance with instructions of the Fund
contained in an officer's instruction. With respect to any
securities held directly or indirectly for the Fund provision
will be made for prompt transmission to the Fund, through the
System and Citibank, of all notices, proxies and proxy
soliciting materials, and other written information distributed
to shareholders by the issuer, including all written information
distributed by the issuer of any security whose tender or
exchange is sought and by all parties (or their agent) making
the tender or exchange offer.
9. In the event of any conflicts or inconsistencies between the
terms and conditions of this amendment and the Agreement, the
terms and conditions of this amendment shall prevail.
10. If the System permits the withdrawal of a security from the
System in certificate form and the Fund requires a certificate
for making a loan of such security or otherwise, Citibank shall
take all appropriate and necessary steps to obtain such
certificate upon receipt of a written request from the Fund in
such form as may be required by the Custodian Agreement.
(Seal)
Attest:
By: /s/ Robert G. Galli By: /s/
------------------- ---------------------
Robert G. Galli
(Seal)
Attest:
By: /s/ Farrell Kane By: /s/ S.S. Tucciarone
---------------- -------------------
Farrell Kane S.S. Tucciarone
Senior Trust Officer Assistant Vice President
CUSTODY\200#2
AMENDMENT TO CUSTODIAL AGREEMENT
BETWEEN
OPPENHEIMER MONEY MARKET FUND, INC.
AND
CITIBANK, N.A.
THIS AGREEMENT OF AMENDMENT, dated as of August 13, 1980, entered
into between Oppenheimer Money Market Fund, Inc. (the "Fund") and
Citibank, N.A. ("Citibank"):
WITNESSETH:
WHEREAS, the Fund is a registered management investment company for
which Citibank, N.A. acts as custodian under an agreement ("Agreement")
dated April 16, 1974, and the Fund desires to indirectly participate in
the joint Federal Reserve - Treasury Department book entry program for
United States government and agency securities (the "System") when it
invests in United States government or its agencies, and in the Depository
Trust Company ("DTC") for other securities eligible for deposit with DTC;
and
WHEREAS, subsequent to designation by the Securities and Exchange
Commission of Federal Reserve Banks and the Depository Trust Company as
appropriate persons to act as depositories pursuant to the provisions of
the Investment Company Act of 1940, Citibank proposes to deposit
securities of the Fund with the System and DTC on behalf of the Fund.
NOW THEREFORE, the Agreement is amended as follows:
1. Article II is amended by adding a new section (e) as follows:
"(e) `Depository' defined. The term `Depository' as used in
this Agreement means either the System or DTC so long as
Citibank shall be a participant of DTC."
2. Article III, Section (a) is amended by adding the words "unless
held by a Depository" to the second sentence thereof following
the word "property".
3. Article IV, Section (a) is amended and new Section (e) is added
to read as follows:
"(a) `Registration of Securities.' The securities included in
the Property shall, unless held by a Depository, be held in
bearer form or in the name of one or more nominees of the Bank."
"(e) `Receipt of Securities defined.' Whenever this Agreement
contemplates receipt of securities by the Bank, such receipt
shall mean receipt by the Bank of (i) securities in bearer form
or in transfer satisfactory to the Bank; or (ii) written or
telegraphic advice from a Depository that securities have been
credited to the account of the Fund or the Bank at the
Depository."
4. Article XIII is amended by adding a new section (c) as follows:
"In using the facilities of a Depository Citibank undertakes to
comply with the requirements of rule 17f-4(d) insofar as the
same apply to a custodian, and shall be responsible for the
prompt and effective enforcement of its rights against the
Depository in respect of the property including the proper
replacement of any certificated security which has been lost,
destroyed, wrongfully taken, mislaid or erroneously delivered
while in the custody of the Depository."
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by the hands of their signatories thereunto duly authorized
as the day and year first above written.
(Seal)
Oppenheimer Money Market Fund, Inc.
Attest: /s/ Robert G. Galli By: /s/ Donald W. Spiro
------------------- -------------------
Robert G. Galli Donald W. Spiro
(Seal) Citibank, N.A.
Attest: /s/ Wolfgang Strauss By: /s/ P.A. Humbert
-------------------- -----------------
Wolfgang Strauss P.A. Humbert, Vice President
Assistant Vice President
CUSTODY\200#3
OPPENHEIMER MONEY MARKET FUND, INC.
Citibank, N.A.
153 East 53rd Street
New York, New York 10043
Attn.: Investment Services
Capital Markets Group
---------------------
Gentlemen:
This will serve to confirm our mutual agreement to amend the
Custodian Agreement between the undersigned investment company (the
"Fund") and Citibank, N.A. ("Citibank"), dated April 16, 1974, as
presently amended, relative to the arrangements pursuant to which the Fund
can have dial-up access to its own custodian account in the computerized
accounting system of Citibank (the "ASTRA System") in order to (i) accept
or reject executed securities transactions (other than in foreign
securities) as submitted for confirmation by brokers and dealers through
the Institutional Delivery ("ID") System of Depository Trust Company
("DTC") in which Citibank is a participant; and (ii) issue instructions
for the settlement of accepted transactions by Citibank (through the ID
System of DTC or otherwise) pursuant to the terms of the Custodian
Agreement.
1. Citibank will provide such current instructions and password as
may be necessary for the Fund to have dial-up access to its own custody
account in the ASTRA System, which instructions and password, including
any changed instructions or password, will be delivered personally or by
certified mail, return receipt requested, to such officer(s) of the Fund
as may, from time to time, be designated in a written instruction given
by the Fund in accordance with Article V of the Custodian Agreement and
signed by the Secretary, Assistant Secretary or Treasurer of the Fund.
2. Citibank will change such instructions or password as frequently
as may reasonably be requested by the Fund for security reasons.
3. Citibank is obligated and authorized to act and rely upon any
instructions received by it through the ASTRA System, as fully as in the
case of instructions given pursuant to Article V of the Custodian
Agreement, regardless of whether such instructions have been authorized
by the Fund, provided that such instructions are accompanied by the code
password and account identification information furnished, from time to
time, by Citibank to the Fund as hereinabove provided. Any such
instructions received by Citibank through the ASTRA System will be
considered "Instructions" for all purposes under the Custodian Agreement,
including without limitation the indemnification provisions of Article XII
thereof.
4. Both the Fund and Citibank will keep for at least five years and
produce on request, in machine readable form, copies of any instructions
sent or received pursuant to the provisions hereof.
5. All charges for the services provided and to be provided
hereunder by Citibank are included within the schedule of charges agreed
upon from time to time between the Fund and Citibank pursuant to Article
XI(a) of the Custodian Agreement.
6. This amendment is dated as of the date set forth below and shall
continue in effect from year to year unless terminated by either party on
30 days written notice and shall terminate simultaneously with the
termination of the Custodian Agreement. This letter constitutes the
entire agreement between the parties relating to the matters described
above; supersedes all prior arrangements or understandings relating to
such matters; and may be amended only by written agreement signed by both
parties. Notice hereunder shall be given in accordance with Article XVI
of the Custodian Agreement.
Dated: September 28, 1984
Very truly yours,
OPPENHEIMER MONEY MARKET FUND, INC.
By: /s/ Robert G. Galli
------------------------
Robert G. Galli, Secretary
Accepted:
Citibank, N.A.
By: /s/ S.S. Tucciarone
-------------------
S.S. Tucciarone, Vice President
CUSTODY\200#4
OPPENHEIMER MONETARY BRIDGE, INC.
December 15, 1975
First National City Bank
111 Wall Street
New York, New York 10005
Gentlemen:
This will confirm our agreement to amend the Custodian Agreement
dated April 16, 1974 between you (the "Bank") and the undersigned (the
"Fund") by deleting Paragraph (a) of Section V and substituting therefor
the following:
(a) "Instructions" defined. As used in this Agreement, the term
"Instructions" means instructions, with respect to any specified
transaction (except as otherwise indicated in this Agreement),
in writing or by telecopier, tested telegram, cable or Telex,
signed by the requisite number of officers or authorized
signatories of the Fund.
If you are in agreement with the foregoing, please so signify by
signing in the space provided below and returning to the Fund the attached
copy of this letter, whereupon this letter shall become a binding
agreement between us.
Very truly yours,
OPPENHEIMER MONETARY BRIDGE, INC.
By: /s/ Robert G. Galli
------------------------
Robert G. Galli, Secretary
The foregoing is hereby agreed to
as of the date first above written.
FIRST NATIONAL CITY BANK
By: /s/ Charles H. Hoffman
----------------------
CUSTODY\200#5
VALICENTI LEIGHTON REID & PINE
437 Madison Avenue
New York, NY 10022
(212) 593-3434
February 28, 1974
Oppenheimer Financial Bridge Fund, Inc.
One New York Plaza
New York, New York 10004
Dear Sirs:
In connection with the proposed public offering of shares of Capital
Stock, par value $1.00 per share, of Oppenheimer Financial Bridge Fund,
Inc. (the "Fund") we have examined such corporate records and documents
and have made such further investigation and examination as we have deemed
necessary for the purpose of this opinion.
It is our opinion that the Fund is a corporation duly organized and
validly existing under the laws of the State of Maryland and that the
shares of such Capital Stock covered by the Fund's Registration Statement
on Form S-5 as it may be from time to time amended (File No. 2-49887) when
issued and paid for in accordance with the terms of the offering, as set
forth in the prospectus filed as part of the Registration Statement, will
be, when issued, fully paid and non-assessable by the Fund.
We hereby consent to the filing of this opinion as an exhibit to the
said Registration Statement and to the reference to us in such prospectus,
and to the filing of this opinion as an exhibit to any application made
by or on behalf of the Fund in connection with the registration or
qualification of the Fund or shares of its Capital Stock under the "Blue
Sky" or securities laws of any state or other jurisdiction.
Very truly yours,
/s/ Valicenti Leighton Reid & Pine
----------------------------------
Valicenti Leighton Reid & Pine
OPINION\200#3
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees
Oppenheimer Money Market Fund, Inc.:
We consent to the use of our report dated January 23, 1995 included herein
and to the reference to our Firm under the heading "Financial Highlights"
in Part A of the registration statement.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
Denver, Colorado
April 26, 1995
Oppenheimer Money Market Fund, Inc.
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule
The Fund's average annual total returns and total returns are calculated as
described below, on the basis of the Fund's distributions, for the past
10 years which are as follows:
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
07/85 0.0054741 0.0000 1.000
08/85 0.0053101 0.0000 1.000
09/85 0.0067517 0.0000 1.000
10/85 0.0055332 0.0000 1.000
11/85 0.0055552 0.0000 1.000
12/85 0.0068989 0.0000 1.000
01/86 0.0055401 0.0000 1.000
02/86 0.0068866 0.0000 1.000
03/86 0.0054249 0.0000 1.000
04/86 0.0052105 0.0000 1.000
05/86 0.0049596 0.0000 1.000
06/86 0.0059657 0.0000 1.000
07/86 0.0046796 0.0000 1.000
08/86 0.0056799 0.0000 1.000
09/86 0.0042305 0.0000 1.000
10/86 0.0041029 0.0000 1.000
11/86 0.0049905 0.0000 1.000
12/86 0.0040337 0.0000 1.000
01/16/87 0.0043744 0.0000 1.000
02/20/87 0.0052745 0.0000 1.000
03/20/87 0.0041724 0.0000 1.000
04/16/87 0.0042375 0.0000 1.000
05/15/87 0.0043577 0.0000 1.000
06/19/87 0.0057915 0.0000 1.000
07/17/87 0.0046899 0.0000 1.000
08/21/87 0.0056768 0.0000 1.000
09/18/87 0.0045988 0.0000 1.000
10/16/87 0.0049436 0.0000 1.000
11/20/87 0.0063941 0.0000 1.000
12/18/87 0.0050085 0.0000396 1.000
12/31/87 0.0024508 0.0000 1.000
01/22/88 0.0040633 0.0000 1.000
02/19/88 0.0048833 0.0000 1.000
03/18/88 0.0046400 0.0000 1.000
04/22/88 0.0057197 0.0000 1.000
05/20/88 0.0047297 0.0000 1.000
06/17/88 0.0049381 0.0000 1.000
07/15/88 0.0050532 0.0000 1.000
08/19/88 0.0067475 0.0000 1.000
09/16/88 0.0058109 0.0000 1.000
10/21/88 0.0073080 0.0000 1.000
11/18/88 0.0058220 0.0000 1.000
12/16/88 0.0061734 0.0000 1.000
Oppenheimer Money Market Fund, Inc.
Page 2
April 27, 1995
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
Oppenheimer Money Market Fund, Inc (Continued)
12/30/88 0.0032962 0.0000 1.000
01/20/89 0.0049725 0.0000 1.000
02/17/89 0.0064464 0.0000 1.000
03/17/89 0.0067139 0.0000 1.000
04/21/89 0.0088799 0.0000 1.000
05/19/89 0.0070670 0.0000 1.000
06/16/89 0.0069620 0.0000 1.000
07/21/89 0.0084325 0.0000 1.000
08/18/89 0.0064732 0.0000 1.000
09/15/89 0.0062833 0.0000 1.000
10/20/89 0.0078285 0.0000 1.000
11/17/89 0.0062148 0.0000 1.000
12/15/89 0.0060771 0.0000 1.000
12/29/89 0.0030017 0.0000 1.000
01/19/90 0.0044806 0.0000 1.000
02/16/90 0.0059337 0.0000 1.000
03/16/90 0.0059044 0.0000 1.000
04/20/90 0.0074106 0.0000 1.000
05/18/90 0.0059783 0.0000 1.000
06/15/90 0.0059860 0.0000 1.000
07/20/90 0.0074311 0.0000 1.000
08/17/90 0.0058718 0.0000 1.000
09/21/90 0.0072788 0.0000 1.000
10/19/90 0.0057830 0.0000 1.000
11/16/90 0.0061922 0.0000 1.000
12/21/90 0.0071913 0.0000 1.000
12/31/90 0.0016389 0.0000 1.000
01/18/91 0.0039321 0.0000 1.000
02/15/91 0.0054484 0.0000 1.000
03/15/91 0.0046853 0.0000 1.000
04/19/91 0.0057300 0.0000 1.000
05/17/91 0.0043407 0.0000 1.000
06/21/91 0.0052936 0.0000 1.000
07/19/91 0.0041912 0.0000 1.000
08/16/91 0.0042224 0.0000 1.000
09/20/91 0.0050888 0.0000 1.000
10/18/91 0.0039060 0.0000 1.000
11/15/91 0.0038180 0.0000 1.000
12/20/91 0.0054265 0.0000 1.000
12/31/91 0.0011224 0.0000 1.000
01/17/92 0.0022922 0.0000 1.000
02/21/92 0.0040082 0.0000 1.000
03/20/92 0.0029982 0.0000 1.000
04/16/92 0.0028271 0.0000 1.000
05/15/92 0.0027041 0.0000 1.000
06/19/92 0.0033884 0.0000 1.000
Oppenheimer Money Market Fund, Inc.
Page 3
April 27, 1995
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
Oppenheimer Money Market Fund, Inc (Continued)
07/17/92 0.0026304 0.0000 1.000
08/21/92 0.0030866 0.0000 1.000
09/18/92 0.0023584 0.0000 1.000
10/16/92 0.0021866 0.0000 1.000
11/20/92 0.0026098 0.0000 1.000
12/31/92 0.0029285 0.0001249 1.000
01/15/93 0.0012352 0.0000 1.000
02/19/93 0.0024836 0.0000 1.000
03/19/93 0.0019400 0.0000 1.000
04/16/93 0.0019102 0.0000 1.000
05/21/93 0.0025129 0.0000 1.000
06/18/93 0.0021319 0.0000 1.000
07/16/93 0.0020707 0.0000 1.000
08/20/93 0.0027867 0.0000 1.000
09/17/93 0.0020371 0.0000 1.000
10/15/93 0.0020904 0.0000 1.000
11/19/93 0.0026615 0.0000 1.000
12/13/93 0.0029221 0.0000 1.000
01/21/94 0.0016336 0.0000 1.000
02/18/94 0.0020802 0.0000 1.000
03/18/94 0.0020272 0.0000 1.000
04/15/94 0.0022520 0.0000 1.000
05/20/94 0.0030744 0.0000 1.000
06/17/94 0.0026776 0.0000 1.000
07/15/94 0.0028876 0.0000 1.000
08/19/94 0.0037457 0.0000 1.000
09/16/94 0.0032087 0.0000 1.000
10/21/94 0.0041498 0.0000 1.000
11/18/94 0.0034349 0.0000 1.000
12/30/94 0.0058078 0.0000 1.000
Oppenheimer Money Market Fund, Inc.
Page 4
April 27, 1995
1. Average Annual Total Returns for the Periods Ended 12/31/94:
The formula for calculating average annual total return is as follows:
1 ERV n
--------------- = n (---) - 1 = average annual total return
number of years P
Where: ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the period
P = hypothetical initial investment of $1,000
Examples:
One Year Five Year
$1,037.61 1 $1,260.71 .2
(---------) - 1 = 3.76% (---------) - 1 = 4.74%
$1,000 $1,000
Ten Year
$1,783.25 .1
(---------) - 1 = 5.95%
$1,000
2. Cumulative Total Returns for the Periods Ended 12/31/94:
The formula for calculating cumulative total return is as follows:
(ERV - P) / P = Cumulative Total Return
Examples:
One Year Five Year
$1,037.61 - $1,000 $1,260.71 - $1,000
------------------ = 3.76% ------------------ = 26.07%
$1,000 $1,000
Ten Year
$1,783.25 - $1,000
------------------ = 78.33%
$1,000
Oppenheimer Money Market Fund, Inc.
Page 5
April 27, 1995
3. YIELD AND EFFECTIVE YIELD FOR 7-DAY PERIOD ENDED 12/31/94:
Calculations of the Fund's "Yield" and "Compounded Effective Yield" set forth
in the section entitled "Yield Information" in the Statement of Additional
Information were made as follows:
Date Daily Accrual Per Share (in $)
12/25/94 .0001475
12/26/94 .0001474
12/27/94 .0001461
12/28/94 .0001458
12/29/94 .0001465
12/30/94 .0001479
12/31/94 .0001478
Seven Day
Total: .0010290
Current Yield: $0.0010290/7 x 365 = 5.37%
365/7
Effective Yield: (.0010290 + 1) - 1 = 5.51%
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