SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant / x /
Filed by a party other than the registrant / /
Check the appropriate box:
/ X / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
Oppenheimer U.S. Government Trust
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(Name of Registrant as Specified in Its Charter)
Connecticut Mutual Government Securities Account,
a series of Connecticut Mutual Investment Accounts, Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ X / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee Computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
- ------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)
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(4) Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
form or schedule and the date of its filing.
(1) Amount previously paid:
- ------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- ------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE>
Preliminary Copy
March 1996
Your vote counts...
Dear Oppenheimer Multi-Government Trust Shareholder:
We have scheduled a shareholder meeting for May 21, 1996 to
consider and vote on some important items concerning your Fund. A
notice of the meeting and a proxy statement detailing these matters
are enclosed. Your Board of Trustees, which represents you in
matters regarding your Fund, recommends approval of the items now
being submitted to shareholders for a vote.
How do you vote?
No matter how large or small your investment, your vote is
important, so please review the proxy statement carefully. To cast
your vote, simply mark, sign and date the enclosed proxy ballot and
return it in the postage-paid envelope today.
What are the items?
- - Election of Trustees. There are 5 nominees for Trustees up
for election. A brief statement of each Trustee's names and
backgrounds is included for your information.
- - Ratification of Auditors. Your approval is requested on the
appointment of the independent auditing firm that reviews the
financial statements of your Fund.
- - Change in Certain Fundamental Investment Policies. The
fundamental investment policies described in the prospectus
determine the types of securities that may be purchased by the
Fund. Currently, the Fund has a fundamental investment policy
that it will invest at least 65% of its total assets in U.S.
or foreign government securities. In addition, the Fund has
a non-fundamental investment policy that it must invest at
least 30% of its total assets in U.S. government securities.
The Fund's investment advisor requests your approval to amend
some of these investment limitations to allow the portfolio
managers more flexibility to seek high income potential
worldwide by further diversifying the Fund's holdings in both
foreign government and foreign corporate securities.
Specifically, OppenheimerFunds, Inc., the investment advisor,
recommends that the Fund adopt a non-fundamental policy to
invest at least 65% of its total assets in bonds, with at
least 50% of its total net assets in foreign securities. To
reflect this change, the Fund would change its name. A
proposed new name for the Fund is Oppenheimer World Bond Fund.
The investment advisor believes the greater ability to
diversify the Fund's assets in different types of foreign
securities as well as in U.S. government and corporate
securities may help protect your investment against
volatility, as well as potentially add to your investment
return over time.
If you have questions regarding these items, please contact
your financial advisor or call us at 1-800-647-7374.
Sincerely,
Bridget A. Macaskill
P.S. Casting your vote is quick and easy, so please take a moment
to complete the proxy ballot.
<PAGE>
Perliminary Copy
OPPENHEIMER MULTI-GOVERNMENT TRUST
Two World Trade Center, New York, New York 10048-0203
Notice Of Annual Meeting Of Shareholders
To Be Held May 21, 1996
To The Shareholders of
Oppenheimer Multi-Government Trust:
Notice is hereby given that an Annual Meeting of the
Shareholders of Oppenheimer Multi-Government Trust (the "Fund")
will be held at 3410 South Galena Street, Denver, Colorado 80231,
at 11:00 A.M., Denver time, on Tuesday, May 21, 1996, or any
adjournments thereof (the "Meeting"), for the following purposes:
(1) To elect one Trustee in Class A to hold office until the
term of such class shall expire in 1997, or until his/her
successor is elected and shall qualify;
(2) To elect four Trustees in Class C to hold office until
the term of such class shall expire in 1999, or until
their successors are elected and shall qualify;
(3) To ratify the selection of KPMG Peat Marwick LLP as the
independent certified public accountants and auditors of
the Fund for the fiscal year commencing November 1, 1995
(Proposal No. 1);
(4) To approve certain investment policy changes (Proposal
No. 2); and
(5) To transact such other business as may properly come
before the Meeting or any adjournments thereof.
Shareholders of record at the close of business on March 22,
1996, are entitled to vote at the Meeting. The election of
Trustees and the Proposal are more fully discussed in the Proxy
Statement. Please read it carefully before telling us, through
your proxy or in person, how you wish your shares to be voted. The
Board of Trustees of the Fund recommends a vote to elect each of
its nominees as Trustee and in favor of the Proposal. WE URGE YOU
TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
April 8, 1996
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Shareholders who do not expect to attend the Meeting are requested
to indicate voting instructions on the enclosed proxy and to date,
sign and return it in the accompanying postage-paid envelope. To
avoid unnecessary expense and duplicate mailings, we ask your
cooperation in promptly mailing your proxy no matter how large or
small your holdings may be.
675
<PAGE>
OPPENHEIMER MULTI-GOVERNMENT TRUST
Two World Trade Center, New York, New York 10048-0203
PROXY STATEMENT
Annual Meeting Of Shareholders
To Be Held May 21, 1996
This Proxy Statement is furnished to the shareholders of
Oppenheimer Multi-Government Trust (the "Fund") in connection with
the solicitation by the Fund's Board of Trustees of proxies to be
used at an Annual Meeting of Shareholders to be held at 3410 South
Galena Street, Denver, Colorado 80231, at 11:00 A.M., Denver time,
on Tuesday, May 21, 1996, or any adjournments thereof (the
"Meeting"). For a free copy of the annual report covering the
operations of the Fund for the fiscal year ended October 31, 1995,
call Shareholder Financial Services, Inc., the Fund's transfer
agent, at 1-800-647-7374.
The enclosed proxy, if properly executed and returned, will be
voted (or counted as an abstention or withheld from voting) in
accordance with the choices specified thereon, and will be included
in determining whether there is a quorum to conduct the Meeting.
The proxy will be voted in favor of the nominees for Trustee named
in this Proxy Statement unless a choice is indicated to withhold
authority to vote for all listed nominees or any individual
nominee. The proxy will be voted in favor of Proposal No. 1 to
ratify the selection of independent auditors, and in favor of
Proposal No. 2 to approve certain investment policy changes, unless
a choice is indicated to vote against or to abstain from voting on
a Proposal.
Shares owned of record by broker-dealers for the benefit of their
customers ("street account shares") will be voted by the broker-
dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted
under applicable stock exchange rules), as record holder, vote such
shares in the same proportion as that broker-dealer votes street
account shares for which voting instructions were timely received
("broker non-votes"). Abstentions and broker non-votes will be
counted for purposes of determining a quorum and will have the same
effect as a vote against a proposal. If a shareholder executes and
returns a proxy but fails to indicate how the votes should be cast,
the proxy will be voted in favor of the election of each of the
nominees named herein for Trustee and in favor of each proposal.
The proxy may be revoked at any time prior to the voting by: (1)
writing to the Secretary of the Fund at Two World Trade Center, New
York, New York 10048-0203; (2) attending the Meeting and voting in
person; or (3) signing and returning a new proxy (if returned and
received in time to be voted).
The cost of the preparation and distribution of these proxy
materials is an expense of the Fund. In addition to the
solicitation of proxies by mail, proxies may be solicited
personally or by telephone by officers or employees of the Fund's
transfer agent, Shareholder Financial Services, Inc. (a subsidiary
of OppenheimerFunds, Inc., the Fund's investment adviser), or by
officers or employees of the Fund's investment adviser; any
expenses so incurred will also be borne by the Fund. Proxies may
also be solicited by a proxy solicitation firm hired at the Fund's
expense for such purpose. Brokers, banks and other fiduciaries may
be required to forward soliciting material to their principals and
to obtain authorization for the execution of proxies. For those
services they will be reimbursed by the Fund for their out-of-
pocket expenses.
Shares Outstanding and Entitled to Vote. As of March 22, 1996, the
record date, there were __________ shares of the Fund issued and
outstanding. All shares of the Fund have equal voting rights as to
the election of Trustees and as to the proposals described herein,
and the holders of shares are entitled to one vote for each share
(and a fractional vote for a fractional share) held of record at
the close of business on the record date. [As of the record date,
no person owned of record or was known by the management of the
Fund to be the beneficial owner of 5% or more of the outstanding
shares of the Fund.]
ELECTION OF TRUSTEES
The Fund's Declaration of Trust provides that the Board of Trustees
shall consist of three classes of Trustees with overlapping three
year terms. One class of Trustees is to be elected each year with
terms extending to the third succeeding annual meeting after such
election, or until their successors shall be duly elected and shall
have qualified. At the Meeting, four Trustees in Class C are to be
elected at the Meeting for a three year term, as described below.
In addition, one Class A Trustee is to be elected for a one year
term, as described below. The persons named as attorneys-in-fact
in the enclosed proxy have advised the Fund that unless the proxy
instructs them to withhold authority to vote for all listed
nominees or any individual nominee, all validly executed proxies
will be voted by them for the election of the nominees named below
as Trustees of the Fund. The proxies being solicited cannot be
voted for more than five nominees.
Each of the Class C nominees, Elizabeth Moynihan, Sidney M.
Robbins, Donald W. Spiro and Pauline Trigere, is presently a
Trustee and has been previously elected by shareholders of the
Fund. All present Trustees of the Fund have been previously
elected by the Fund's shareholders except for Ms. Bridget A.
Macaskill, the Class A nominee who was appointed a Trustee in 1995
by the Fund's Board of Trustees. Each nominee has agreed to be
nominated and to serve as a Trustee. The Class A Trustee to be
elected at the Meeting is part of the first class of the Board, and
shall serve as such for a one year term, or until her successor
shall be duly elected and shall have qualified. Class C Trustees
to be elected at the Meeting shall serve as such for a three year
term, or until their respective successors shall be duly elected
and shall have qualified, and constitute the third class of the
Board. The first and second classes of the Board and the
expiration dates of their terms of office are shown below.
Each of the nominees and other Trustees of the Fund is also a
trustee or director of Oppenheimer Fund, Oppenheimer Global Fund,
Oppenheimer Global Emerging Growth Fund, Oppenheimer Global Growth
& Income Fund, Oppenheimer Growth Fund, Oppenheimer Target Fund,
Oppenheimer Tax-Free Bond Fund, Oppenheimer Gold & Special Minerals
Fund, Oppenheimer New York Tax-Exempt Fund, Oppenheimer California
Tax-Exempt Fund, Oppenheimer Multi-State Tax-Exempt Trust,
Oppenheimer Asset Allocation Fund, Oppenheimer Discovery Fund,
Oppenheimer Money Market Fund, Inc., Oppenheimer Multi-Sector
Income Trust, Oppenheimer Enterprise Fund and Oppenheimer U.S.
Government Trust (together with the Fund, the "New York Oppenheimer
funds"). Ms. Macaskill is President, Mr. Levy is Chairman and Mr.
Spiro is Vice Chairman of the Fund and each of the other New York
Oppenheimer funds.
The nominees and other Trustees indicated below by an asterisk
are "interested persons" (as that term is defined in the Investment
Company Act of 1940, as amended, hereinafter referred to as the
"Investment Company Act") of the Fund due to the positions
indicated with the Fund's investment adviser, OppenheimerFunds,
Inc. (the "Adviser") or its affiliates or other positions
described. The year given below indicates when the nominees and
the other Trustees first became a trustee or director of any of the
New York Oppenheimer funds without a break in service. If a
nominee should be unable to accept election, the Board of Trustees
may, in its discretion, select another person to fill the vacant
position. As of March 22, 1996, certain Trustees owned shares of
the Fund, as follows: ___________________________________________.
Except for the foregoing, [no other Trustee and no officers of the
Fund beneficially owned any shares of the Fund as of March 22,
1996.]
<TABLE>
<CAPTION>
Term
Name and Business Experience Currently
Other Information During the Past Five Years Expires
<S> <C> <C>
Class A
Leon Levy General Partner of Odyssey Partners, 1997
first became a L.P. (investment partnership);
Trustee or Director Chairman of Avatar Holdings, Inc.
in 1959 (real estate development).
Age: 70
Bridget A. Macaskill* President, Chief Executive Officer 1997
first became a and a Director of OppenheimerFunds,
Trustee or Director Inc., the Fund's investment adviser
in 1995 (the "Adviser"); Chairman and a
Age: 47 Director of Shareholder Services, Inc.
("SSI"), a transfer agent subsidiary
of the Adviser; President and a Director
of Oppenheimer Acquisition Corp. ("OAC"),
the Adviser's parent holding company; and
a Director of Oppenheimer Partnership
Holdings, Inc., a holding company
subsidiary of the Adviser; formerly an
Executive Vice President of the Adviser.
Clayton K. Yeutter Of Counsel to Hogan & Hartson a law 1997
first became a firm); a director of B.A.T.
Trustee or Director Industries, Ltd. (tobacco and
in 1992 financial services), Caterpillar,
Age: 65 Inc. (machinery), ConAgra, Inc. (food
and agricultural products), Farmers
Insurance Company (insurance), FMC Corp.
(chemicals and machinery), and
Texas Instruments, Inc. (electronics);
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.
Class B
Robert G. Galli* Vice Chairman of the Adviser; Vice 1998
first became a President and Counsel of OAC;
Trustee or Director formerly held the following positions:
in 1993 a director of the Adviser and
Age: 62 OppenheimerFunds Distributor Inc.
("OFDI"), a subsidiary of the Adviser
that is the general distributor of the
open-end Oppenheimer funds; Vice
President and a director of
HarbourView Asset Management
Corporation ("HarbourView") and
Centennial Asset Management
Corporation ("Centennial"), investment
adviser subsidiaries of the Adviser; a
director of Shareholder Financial
Services, Inc. ("SFSI") and Shareholder
Services, Inc. ("SSI"), transfer agent
subsidiaries of the Adviser; an officer
of other Oppenheimer funds; and
Executive Vice President and General
Counsel of the Adviser and OFDI.
Benjamin Lipstein Professor Emeritus of Marketing, 1998
first became a Stern Graduate School of Business
Trustee or Director Administration, New York University;
in 1974 Director of Sussex Publishers, Inc.
Age: 72 (Publishers of Psychology Today and
Mother Earth News) and Director of
Spy Magazine, L.P.
Kenneth A. Randall A director of Dominion Resources, 1998
first became a Inc. (electric utility holding
Trustee or Director company), Dominion Energy, Inc.
in 1980 (electric power and oil & gas
Age: 68 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
economic and business research).
Edward V. Regan Chairman of Municipal Assistance 1998
first became a Corporation for the City of New York;
Trustee or Director Senior Fellow of the Jerome Levy
in 1993 Economics Institute; a member of the
Age: 63 U.S. Competitiveness Policy Council; a
director of GranCare, Inc. (health
care provider); formerly New York
State Comptroller and a trustee, New
York State and Local Retirement Fund.
Russell S. Reynolds, Jr. Founder and Chairman of Russell 1998
first became a Reynolds Associates, Inc. (executive
Trustee or Director recruiting); Chairman of Directors
in 1989 Publication, Inc. (consulting and
Age: 64 publishing); a trustee of Mystic
Seaport Museum, International House,
Greenwich Historical Society and
Greenwich Hospital.
Class C
Elizabeth Moynihan Author and architectural historian; 1996
first became a a trustee of the Freer Gallery of Art
Trustee or Director (Smithsonian Institution), the
in 1992 Institute of Fine Arts (New York
Age: 66 University), National Building Museum;
a member of the Trustees Council,
Preservation League of New York State
and of the Indo-U.S. Sub-Commission
on Education and Culture.
Sidney M. Robbins Chase Manhattan Professor Emeritus 1996
first became a of Financial Institutions, Graduate
Trustee or Director School of Business, Columbia
in 1963 University; Visiting Professor of
Age: 84 Finance, University of Hawaii; a
director of The Korea Fund, Inc.
(closed-end investment companies); a
member of the Board of Advisors of
Olympus Private Placement Fund,
L.P.; Professor Emeritus of
Finance, Adelphi University.
Donald W. Spiro* Chairman Emeritus and a director of 1996
first became a the Adviser; formerly Chairman of the
Trustee or Director Adviser and of OFDI.
in 1985
Age: 70
Pauline Trigere Chairman and Chief Executive Officer 1996
first became a of Trigere, Inc. (design and sale of
Trustee or Director women's fashions).
in 1977
Age: 83
</TABLE>
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*A Trustee who is an "interested person" of the Fund under the
Investment Company Act.
Vote Required. The affirmative vote of the holders of a majority
of the shares of the Fund represented in person or by proxy and
entitled to vote at the Meeting is required for the election of a
nominee as Trustee. The Board of Trustees recommends a vote for
the election of each nominee.
Functions of the Board of Trustees. The primary responsibility for
the management of the Fund rests with the Board of Trustees. The
Trustees meet regularly to review the activities of the Fund and
the Adviser, which is responsible for the Fund's day-to-day
operations. Six regular meetings of the Trustees were held in the
fiscal year ended October 31, 1995 and all of the Trustees now in
office were present for at least 75% of those meetings.
The Trustees of the Fund have appointed an Audit Committee,
comprised of Messrs. Randall (Chairman), Robbins (Vice Chairman)
and Regan, none of whom is an "interested person" (as that term is
defined in the Investment Company Act) of the Adviser or the Fund.
The functions of the Audit Committee include (i) making
recommendations to the Board concerning the selection of
independent auditors for the Fund (subject to shareholder
ratification); (ii) reviewing the methods, scope and results of
audits and the fees charged; (iii) reviewing the adequacy of the
Fund's internal accounting procedures and controls; and (iv)
establishing a separate line of communication between the Fund's
independent auditors and its independent Trustees. The Audit
Committee met four times during the fiscal year ended October 31,
1995 and all members now in office attended at least 75% of those
meetings. The Board of Trustees does not have a standing nominating
or compensation committee.
Remuneration of Trustees. The officers of the Fund are affiliated
with the Manager; they and the Trustees of the Fund who are
affiliated with the Manager (Ms. Macaskill and Messrs. Galli and
Spiro; Ms. Macaskill and Mr. Spiro are also officers of the Fund)
receive no salary or fee from the Fund. The Trustees of the Fund
(excluding Ms. Macaskill and Messrs. Galli and Spiro) received the
total amounts shown below (i) from the Fund, during its fiscal year
ended October 31, 1995, and (ii) from all 18 of the New York-based
Oppenheimer funds (including the Fund) listed in the third
paragraph of this section (and from Oppenheimer Mortgage Income
Fund and Oppenheimer Time Fund, which ceased operation following
the acquisition of their assets by certain other Oppenheimer
funds), for services in the positions shown:
<TABLE>
<CAPTION> Retirement Total
Benefits Compensation
Aggregate Accrues as From All
Compensation Part of New York-based
Name and Position from Fund Fund Expenses Oppenheimer funds1
<S> <C> <C> <C>
Leon Levy $141,000.00
Chairman and Trustee
Benjamin Lipstein $ 86,200.00
Study Committee
Member and Trustee
Elizabeth B. Moynihan $ 86,200.00
Study Committee
Member and Trustee
Kenneth A. Randall $ 78,400.00
Audit Committee
Member and Trustee
Edward V. Regan $ 68,800.00
Audit Committee
Member and Trustee
Russell S. Reynolds, Jr. $ 52,100.00
Trustee
Sidney M. Robbins $122,100.00
Study Committee
Chairman, Audit
Committee Vice-Chairman
and Trustee
Pauline Trigere $ 52,100.00
Trustee
Clayton K. Yeutter $ 52,100.00
Trustee
- -------------------
1For the 1995 calendar year.
</TABLE>
The Fund has adopted a retirement plan that provides for
payment to a retired Trustee of up to 80% of the average
compensation paid during that Trustee's five years of service in
which the highest compensation was received. A Trustee must serve
in that capacity for any of the New York-based Oppenheimer funds
for at least 15 years to be eligible for the maximum payment.
Because each Trustee's retirement benefits will depend on the
amount of the Trustee's future compensation and length of service,
the amount of those benefits cannot be determined at this time, nor
can the Fund estimate the number of years of credited service that
will be used to determine those benefits.
Officers of the Fund. Each officer of the Fund is elected by the
Trustees to serve an annual term. Information is given below about
the Fund's executive officers who are not Trustees of the Fund,
including their business experience during the past five years.
Messrs. Bishop, Bowen, Donohue, Farrar and Zack serve in a similar
capacity with the other New York OppenheimerFunds.
Thomas P. Reedy, Vice President and Portfolio Manager; Age: 34.
Vice President of the Adviser; an officer of other Oppenheimer
funds; formerly a Securities Analyst for the Adviser.
Ashwin Vasan, Vice President and Portfolio Manager; Age: 33.
Vice President of the Adviser; an officer of other Oppenheimer
funds; formerly a Securities Analyst for the Adviser, prior to
which he was a Securities Analyst for Citibank, N.A.
Andrew J. Donohue, Secretary; Age: 45.
Executive Vice President and General Counsel of the Adviser
and of OppenheimerFunds Distributor, Inc. ("OFDI"), the
general distributor of the open-end Oppenheimer funds; an
officer of other Oppenheimer funds; formerly: Senior Vice
President and Associate General Counsel of the Adviser and
OFDI; Partner in Kraft & McManimon (a law firm); an officer
of First Investors Corporation (a broker-dealer) and First
Investors Management Company, Inc. (broker-dealer and
investment adviser); and director and an officer of First
Investors Family of Funds and First Investors Life Insurance
Company.
George C. Bowen, Treasurer; Age: 59.
Senior Vice President and Treasurer of the Adviser; Vice
President and Treasurer of OFDI and HarbourView; Senior Vice
President, Treasurer, Assistant Secretary and a director of
Centennial; Vice President, Treasurer and Secretary of SSI and
SFSI; an officer of other Oppenheimer funds.
Robert G. Zack, Assistant Secretary; Age: 47.
Senior Vice President and Associate General Counsel of the
Adviser; Assistant Secretary of SSI and SFSI; an officer of
other Oppenheimer funds.
Robert Bishop, Assistant Treasurer; Age: 37.
Assistant Vice President of the Adviser/Mutual Fund
Accounting; an officer of other Oppenheimer funds; previously
a Fund Controller for the Adviser, prior to which he was an
Accountant for Yale & Seffinger, P.C., an accounting firm, and
previously an Accountant and Commissions Supervisor for
Stuart James Company Inc., a broker-dealer.
Scott Farrar, Assistant Treasurer; Age: 30.
Assistant Vice President of the Adviser/Mutual Fund
Accounting; an officer of other Oppenheimer funds; previously
a Fund Controller for the Adviser, prior to which he was an
International Mutual Fund Supervisor for Brown Brothers
Harriman & Co., a bank, and previously a Senior Fund
Accountant for State Street Bank & Trust Company.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act requires that independent certified
public accountants and auditors ("auditors") be selected annually
by the Board of Trustees and that such selection be ratified by the
shareholders at the next-convened annual meeting of the Fund, if
one is held. The Board of Trustees of the Fund, including a
majority of the Trustees who are not "interested persons" (as
defined in the Investment Company Act) of the Fund or the Adviser,
at a meeting held December 14, 1995, selected KPMG Peat Marwick LLP
("Peat Marwick") as auditors of the Fund for the fiscal year
beginning November 1, 1995. Peat Marwick also serves as auditors
for certain other funds for which the Adviser acts as investment
adviser. At the Meeting, a resolution will be presented for the
shareholders' vote to ratify the selection of Peat Marwick as
auditors. Representatives of Peat Marwick are not expected to be
present at the Meeting but will be available should any matter
arise requiring their presence. The Board of Trustees recommends
approval of the selection of Peat Marwick as auditors of the Fund.
APPROVAL OF CERTAIN INVESTMENT POLICY CHANGES
(Proposal No. 2)
Currently, the Fund has a fundamental investment policy that it
will invest at least 65% of its total assets in U.S. or foreign
government securities. In addition, as a matter of non-
fundamental policy, the Fund must invest at least 30% of its total
assets in U.S. Government securities. The Adviser requests
shareholder approval to amend certain of the Fund's investment
policies.
Specifically, the Adviser recommends the following: (1) subject
to shareholder approval, removing the current fundamental policy
that the Fund shall invest at least 65% of its total assets in U.S.
or foreign government securities, (2) adopting a non-fundamental
policy that the Fund shall invest at least 65% of its total assets
in bonds (defined, for purposes of this non-fundamental investment
policy, to be debt securities), (3) removing the non-fundamental
investment policy that the Fund shall invest at least 30% of its
total assets in U.S. government securities, and (4) adopting a non-
fundamental policy that the Fund shall invest at least 50% of its
net assets in foreign securities.
These investment policy changes would allow the Fund's portfolio
managers more flexibility to seek high income potential worldwide
by further diversifying the Fund's holdings in both foreign
government and foreign corporate securities. The Adviser believes
the greater ability to diversify the Fund's assets in different
types of foreign securities as well as in U.S. government and
corporate securities may help protect your investment against
volatility, as well as potentially add to your investment return
over time. To reflect these investment policy changes, the Fund
would change its name. A proposed new name for the Fund is
"Oppenheimer World Bond Fund."
The Board of Trustees recommends approval of these proposed
investment policy changes.
ADDITIONAL INFORMATION
The Adviser. Subject to the authority of the Board of Trustees,
the Adviser is responsible for the day-to-day management of the
Fund's business pursuant to its investment advisory agreement with
the Fund. The Manager (including a subsidiary) currently manages
investment companies, including other OppenheimerFunds, with assets
of more than $50 billion as of March 1, 1996, and with more than
2.9 million shareholder accounts. The Adviser is a wholly-owned
subsidiary of Oppenheimer Acquisition Corporation ("OAC"), a
holding company controlled by Massachusetts Mutual Life Insurance
Company ("MassMutual"). The Adviser and OAC are located at Two
World Trade Center, New York, New York 10048-0203. MassMutual is
located at 1295 State Street, Springfield, Massachusetts 01111.
OAC acquired the Adviser on October 22, 1990. As indicated below,
the common stock of OAC is owned by (i) certain officers and/or
directors of the Adviser, (ii) MassMutual and (iii) another
investor. No institution or person holds 5% or more of OAC's
outstanding common stock except MassMutual. MassMutual has engaged
in the life insurance business since 1851. It is the nation's
[fifth] largest life insurance company by assets and has an A.M.
Best Co. rating of "A++".
The common stock of OAC is divided into three classes. At December
31, 1995, MassMutual held (i) all of the 2,160,000 shares of Class
A voting stock, (ii) 482,637 shares of Class B voting stock, and
(iii) 943,135 shares of Class C non-voting stock. This collectively
represented 81.6% of the outstanding common stock and 87.4% of the
voting power of OAC as of that date. Certain officers and/or
directors of the Manager held (i) 642,172 shares of the Class B
voting stock, representing 14.6% of the outstanding common stock
and 10.0% of the voting power, and (ii) options acquired without
cash payment which, when they become exercisable, allow the holders
to purchase up to 719,310 shares of Class C non-voting stock. That
group includes persons who serve as officers of the Fund and Ms.
Macaskill and Messrs. Galli and Spiro, who serve as Trustees of the
Fund. Holders of OAC Class B and Class C common stock may put
(sell) their shares and vested options to OAC or MassMutual at a
formula price (based on earnings of the Manager). MassMutual may
exercise call (purchase) options on all outstanding shares of both
such classes of common stock and vested options at the same formula
price. From the period July 1, 1994 to December 31, 1995, the only
transactions by persons who serve as Trustees of the Fund were by
Ms. Macaskill, who surrendered to OAC 20,000 stock appreciation
rights issued in tandem with the Class B OAC options, for cash
payments aggregating $1,421,800, Mr. Galli, who sold 10,000 shares
of Class C OAC common stock to MassMutual for an aggregate of
$787,900, for cash payments by OAC or MassMutual (subject to
adjustment of the formula price) to be made as follows: one-third
of the amount due (i) within 30 days of the transaction, (ii) by
the first anniversary following the transaction (with interest),
and (iii) by the second anniversary following the transaction (with
interest).
The names and principal occupations of the executive officers and
directors of the Manager are as follows: Bridget A. Macaskill,
President, Chief Executive Officer and a director; Jon S. Fossel,
Chairman and a director; Donald W. Spiro, Vice Chairman and a
director; Robert G. Galli and James C. Swain, Vice Chairmen; Robert
C. Doll, O. Leonard Darling, Barbara Hennigar, James Ruff, Loretta
McCarthy and Nancy Sperte, Executive Vice Presidents; Tilghman G.
Pitts III, Executive Vice President and a director; Andrew J.
Donohue, Executive Vice President and General Counsel; George C.
Bowen, Senior Vice President and Treasurer; Victor Babin, Robert A.
Densen, Ronald H. Fielding, Robert E. Patterson, Richard
Rubinstein, Arthur Steinmetz, Ralph Stellmacher, Jerry A. Webman,
William L. Wilby and Robert G. Zack, Senior Vice Presidents.
The Administrator. Mitchell Hutchins Asset Management Inc., an
affiliate of PaineWebber Incorporated (the "Administrator"), serves
as the Fund's Administrator pursuant to an Administration Agreement
between the Fund and the Administrator. The address of the
Administrator is 1285 Avenue of the Americas, New York, New York
10019.
RECEIPT OF SHAREHOLDER PROPOSALS
Any shareholder who wishes to present a proposal for action at the
next annual meeting of shareholders and who wishes to have it set
forth in a proxy statement and identified in the form of proxy
prepared by the Fund must notify the Fund in such a manner so that
such notice is received by the Fund by December 1, 1996 and in such
form as is required under the rules and regulations promulgated by
the Securities and Exchange Commission.
OTHER BUSINESS
Management of the Fund knows of no business other than the matters
specified above that will be presented at the Meeting. Since
matters not known at the time of the solicitation may come before
the Meeting, the proxy as solicited confers discretionary authority
with respect to such matters as may properly come before the
Meeting, including any adjournment or adjournments thereof, and it
is the intention of the persons named as attorneys-in-fact in the
proxy to vote the proxy in accordance with their judgment on such
matters.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
April 8, 1996
proxy\675#4
<PAGE>
Preliminary Copy
OPPENHEIMER MULTI-GOVERNMENT TRUST
PROXY FOR ANNUAL SHAREHOLDERS MEETING TO BE HELD MAY 21, 1996
Your shareholder vote is important!
Your prompt response can save your Fund the expense of another
mailing.
Please mark your proxy on the reverse side, date and sign it, and
return it promptly in the accompanying envelope, which requires no
postage if mailed in the United States.
Please detach at perforation before mailing.
- -------------------------------------------------------------------
Oppenheimer Multi-Government Trust
Proxy for Annual Shareholders Meeting to be held May 21, 1996
The undersigned shareholder of Oppenheimer Multi-Government Trust
(the "Fund") does hereby appoint George C. Bowen, James C. Swain
and Rendle Myer, and each of them, as attorneys-in-fact and proxies
of the undersigned, with full power of substitution, to attend the
Annual Meeting of Shareholders of the Fund to be held May 21, 1996,
at 3410 South Galena Street, Denver, Colorado, 80231 at 11:00 A.M.,
Denver time, and at all adjournments thereof, and to vote the
shares held in the name of the undersigned on the record date for
said meeting for the election of Trustees and on the Proposals
specified on the reverse side. Said attorneys-in-fact shall vote
in accordance with their best judgment as to any other matter.
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH
RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES FOR TRUSTEE AND
FOR EACH PROPOSAL ON THE REVERSE SIDE. THE SHARES REPRESENTED
HEREBY WILL BE VOTED AS INDICATED ON THE REVERSE SIDE OR FOR IF NO
CHOICE IS INDICATED.
<PAGE>
Oppenheimer Multi-Government Trust/Proxy for Annual Shareholders
Meeting to be held May 21, 1996.
Your shareholder vote is important!
Your prompt response can save your Fund money.
Please vote, sign and mail your proxy ballot (this card) in the
enclosed postage-paid envelope today, no matter how many shares you
own. A majority of the Fund's shares must be represented in person
or by proxy. Please vote your proxy so your Fund can avoid the
expense of another mailing.
Please detach at perforation before mailing.
- -------------------------------------------------------------------
1. Election of Trustees
A) B. Macaskill
B) E. Moynihan
C) S. Robbins
D) D. Spiro
E) P. Trigere
____ FOR all nominees listed ____ WITHHOLD AUTHORITY
except as marked to the to vote for all nominees
contrary at left. Instruction: nominees listed at left.
To withhold authority to vote
for any individual nominee, line
out that nominee's name at left.
2. Ratification of selection of KPMG Peat Marwick LLP as
independent auditors (Proposal No. 1)
FOR____ ____ AGAINST ABSTAIN____
3. Approval of investment policy changes (Proposal No. 2)
FOR____ ____ AGAINST ABSTAIN____
Dated: ___________________________, 1996
(Month) (Day)
___________________________________
Signature(s)
___________________________________
Signature(s)
Please read both sides of this ballot.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When
signing as custodian, attorney, executor, administrator, trustee,
etc., please give your full title as such. All joint owners should
sign this proxy. If the account is registered in the name of a
corporation, partnership or other entity, a duly authorized
individual must sign on behalf of such entity and give his or her
title.
proxy\675#4
