SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant / X /
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/X / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
OPPENHEIMER WORLD BOND FUND
- ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
OPPENHEIMER WORLD BOND FUND
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to
Exchange
Act Rule 14a-6(i)(3).
/ / Fee Computed on table below per Exchange Act Rules 14a
-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: 1
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing Party:
(4) Date Filed:
- --------------------
1 - Set forth the amount on which the filing fee is calculated
and state how it was determined.
<PAGE>
OPPENHEIMER WORLD BOND FUND
Two World Trade Center, New York, New York 10048-0203
Notice Of Annual Meeting Of Shareholders
To Be Held May 5, 1997
To The Shareholders of Oppenheimer World Bond Fund:
Notice is hereby given that an Annual Meeting of the Shareholders
of Oppenheimer World Bond Fund (the "Fund") will be held at 6803
South Tucson Way, Englewood, Colorado 80112, at 11:00 A.M., Denver
time, on Monday, May 5, 1997, or any adjournments thereof (the
"Meeting"), for the following purposes:
(1) To elect three Trustees in Class A to hold office until the
term of such class shall expire in 2000, or until their successors
are elected and shall qualify;
(2) 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, 1996 (Proposal No. 1);
(3) To approve the current Investment Advisory Agreement between
the Fund and OppenheimerFunds, Inc. (the "Adviser") (Proposal No.
2); and
(4) 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 7, 1997,
are entitled to notice of and 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 Proposals. WE URGE YOU
TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
March 25, 1997
- -----------------------------------------------------------------
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.
<PAGE>
OPPENHEIMER WORLD BOND FUND
Two World Trade Center, New York, New York 10048-0203
PROXY STATEMENT
Annual Meeting Of Shareholders
To Be Held May 5, 1997
This Proxy Statement is furnished to the shareholders of
Oppenheimer World Bond Fund (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 6803 South
Tucson Way, Englewood, Colorado 80112, at 11:00 A.M., Denver time,
on Monday May 5, 1997, or any adjournments thereof (the "Meeting").
It is expected that the mailing of the Proxy Statement will be made
on or about March 25, 1997. For a free copy of the annual report
covering the operations of the Fund for the fiscal year ended
October 31, 1996, 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 the Proposals 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 7, 1997, the
record date, there were 6,615,505 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, three Trustees in Class A are to
be elected at the Meeting for a three 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 three nominees.
Each of the Class A Nominees, Leon Levy, Bridget A. Macaskill and
Clayton K. Yeutter, are presently Trustees of the Fund. All
present Trustees of the Fund have been previously elected by the
Fund's shareholders. A twelfth Trustee in Class C, Professor
Sidney M. Robbins, resigned as a Trustee as of December 31, 1996,
at which time the size of the Fund's Board was changed to eleven
Trustees. Each nominee has agreed to be nominated and to serve as
a Trustee. Class A Trustees to be elected at the Meeting shall
serve as such for a three year term and constitute the first class
of the Board. The classes of the Board and the expiration dates of
their terms of office are shown below.
Each of the nominees and other Trustees is also a trustee or
director of Oppenheimer Fund, Oppenheimer Discovery Fund,
Oppenheimer Global Fund, Oppenheimer Multiple Strategies Fund
(formerly known as Oppenheimer Asset Allocation Fund, Oppenheimer
Global Emerging Growth Fund, Oppenheimer Global Growth & Income
Fund, Oppenheimer Growth Fund, Oppenheimer Capital Appreciation
Fund (formerly named "Oppenheimer Target Fund"), Oppenheimer
Municipal Bond Fund, Oppenheimer Gold & Special Minerals Fund,
Oppenheimer California Municipal Fund, Oppenheimer Multi-State
Municipal Trust, Oppenheimer Money Market Fund, Inc., Oppenheimer
Series Fund, Inc., Oppenheimer U.S. Government Trust, Oppenheimer
New York Municipal Fund, Oppenheimer International Growth Fund,
Oppenheimer Enterprise Fund, Oppenheimer Developing Markets Fund
and Oppenheimer Multi-Sector Income Trust (which together with the
Fund, comprise the "New York-based Oppenheimer funds") except that
Ms. Macaskill is not a director of Oppenheimer Money Market Fund,
Inc. Ms. Macaskill is President, Mr. Levy is Chairman and Mr.
Spiro is Vice Chairman of the Fund and each of the other New York-
based Oppenheimer funds.
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 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-based Oppenheimer Funds without a break in service. If
any of the nominees should be unable to accept nomination or
election, it is the intention of the persons named as attorneys-in-
fact in the enclosed proxy to vote such proxy for the election of
such other person or persons selected and nominated by
disinterested Trustees as the Board of Trustees may, in its
discretion, recommend.
As of March 7, 1997, the Trustees held shares of the Fund, as
follows: Donald W. Spiro beneficially owned 25,000 shares of the
Fund held in an account for which Mr. Spiro is a trustee; Benjamin
Lipstein disclaims beneficial ownership of 1,000 shares of the Fund
held by his wife; Robert G. Galli held 3,000 shares of the Fund in
a joint tenancy account and disclaims beneficial ownership of such
shares. Except for the foregoing, no other Trustee and no officers
of the Fund beneficially owned any shares of the Fund as of March
7, 1997.
Term
Name and Business Experience Currently
Other Information During the Past Five Years Expires
Class A
Leon Levy General Partner of 1997
first became a Odyssey Partners, L.P.(investment
Trustee in 1959 partnership); and Chairman of
Age: 71 Avatar Holdings, Inc. (real estate
development).
Bridget A. Macaskill* President and CEO and a director 1997
first became a of the Adviser; Chairman and
Trustee in 1995 a director of Shareholder Services,
Age: 48 Inc. ( SSI ) and Shareholder Financial
Services, Inc. ( SFSI ); President and
a director of Oppenheimer Acquisition
Corp. ( OAC ), HarbourView Asset
Management Corporation ( HarbourView )
and Oppenheimer Partnership Holdings,
Inc., a holding company subsidiary of
the Adviser; a director of Oppenheimer
Real Asset Management, Inc.; and formerly
Executive Vice President of the Adviser.
Clayton K. Yeutter Of Counsel to Hogan & Hartson 1997
first became a (a law firm); a director of B.A.T.
Trustee in 1993 Industries, Ltd. (tobacco and
Age: 66 financial services), Caterpillar, Inc.
(machinery), ConAgra, Inc. (food and
agricultural products), Farmers
Insurance Company (insurance), FMC Corp.
(chemicals and machinery), IMC Global,
Inc. (chemicals and animal feed)
and Texas Instruments, Inc.
(electronics); formerly Counsellor
to the President (Bush) for
Domestic Policy, Chairman of the
Republican National Committee,
Secretary of the U.S. Department
of Agriculture, and U.S. Trade
Representative.
Class B
Robert G. Galli Vice Chairman of the Adviser; 1998
first became a formerly he held the following
Trustee in 1993 positions: Vice President and
Age: 63 Counsel of OAC, the Adviser's
parent holding company; Executive
Vice President and General Counsel
and a director of the Adviser and
OppenheimerFunds Distributor, Inc.,
Vice President and a director of
HarbourView and Centennial Asset
Management Corporation ("Centennial"),
investment adviser subsidiaries of the
Adviser, a director of SFSI and SSI,
transfer agent subsidiaries of the
Adviser, and an officer of other
Oppenheimer funds.
Benjamin Lipstein Professor Emeritus of Marketing, 1998
first became a Stern Graduate School of Business
Trustee in 1974 Administration, New York University;
Age: 73 a director of Sussex Publishers,
Inc. (publishers of Psychology
Today and Mother Earth News) and Spy
Magazine, L.P.
Kenneth A. Randall A director of Dominion Resources, Inc. 1998
first became a (electric utility holding company),
Trustee in 1980 Dominion Energy, Inc. (electric
Age: 69 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),
President and Chief Executive
Officer of The Conference
Board, Inc. (international economic
and business research), a director
of Lumbermens Mutual Casualty
Company, American Motorists Insurance
Company and American Manufactures
Insurance Company.
Edward V. Regan Chairman of Municipal Assistance 1998
first became a Corporation for the City of New York;
Trustee in 1993 Senior Fellow of Jerome Levy Economics
Age: 66 Institute, Bard College; a member of
the U.S. Competitiveness Policy Council;
a director of GranCare, Inc.
(health care provider); formerly
New York State Comptroller and
trustee, New York State and Local
Retirement Fund.
Russell S. Reynolds, Jr. Founder Chairman of Russell 1998
first became a Reynolds Associates, Inc.
Trustee in 1989 (executive recruiting);
Age: 65 Chairman of Directorship,
Inc. (corporate governance consulting);
a director of Professional Staff
Limited (U.K.); and a trustee
of Mystic Seaport Museum,
International House and Greenwich
Historical Society.
Class C
Elizabeth B. Moynihan Author and architectural historian; 1999
first became a a trustee of the Freer Gallery of Art
Trustee in 1992 (Smithsonian Institution), the Institute
Age: 67 of Fine Arts (New York University), and
National Building Museum; a member
of the Trustees Council, Preservation
League of New York State; and a member
of the Indo-U.S. Sub-Commission on
Education and Culture.
Donald W. Spiro Chairman Emeritus and a director 1999
first became a of the Adviser; formerly Chairman
Trustee in 1985 of the Adviser and the Distributor.
Age: 71
Pauline Trigere Chairman and Chief Executive Officer of 1999
first became a Trigere, Inc. (design and sale of women's
Trustee in 1977 fashions).
Age: 84
________________________
* A Trustee who is an "interested person" of the Fund or the Adviser under
the Investment Company Act.
Vote Required. An affirmative vote of the holders of a majority of the
voting 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 of the Adviser, which is
responsible for its day-to-day operations. Six regular meetings of the
Trustees were held during the fiscal year ended October 31, 1996. Each of
the Trustees was present for at least 75% of the meetings held of the Board
and of all committees on which that Trustee served. The Trustees of the Fund
have appointed an Audit Committee, comprised of Messrs. Randall (Chairman),
Lipstein, and Regan, 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 Committee include (i) making recommendations to the Board
concerning the selection of independent auditors for the Fund (subject to
shareholder ratification); (ii) reviewing the methods, scope and results of
audits and the fees charged; (iii) reviewing the adequacy of the Fund's
internal accounting procedures and controls; and (iv) establishing a separate
line of communication between the Fund's independent auditors and its
independent Trustees. The Committee met three times during the fiscal year
ended October 31, 1996. The Board of Trustees does not have a standing
nominating or compensation committee.
Remuneration of Trustees. The officers of the Fund and certain Trustees of
the Fund (Ms. Macaskill and Messrs. Galli and Spiro) who are affiliated with
the Adviser receive no salary or fee from the Fund. The remaining Trustees
of the Fund received the compensation shown below. The compensation from the
Fund was paid during its fiscal year ended October 31, 1996. The
compensation from all of the New York-based Oppenheimer funds includes the
Fund and is compensation received as a director, trustee or member of a
committee of the Board during the calendar year 1996.
<TABLE>
<CAPTION>
Retirement Total
Compensation Aggregate Benefits Accrued From All
Name and Compensation as Part of New York-based
Position from Fund Fund Expenses Oppenheimer funds1
<S> <C> <C> <C>
Leon Levy $3,708 $6,237 $152,750
Chairman and Trustee
Benjamin Lipstein $2,267 $3,813 $91,350
Study Committee
Chairman2 and Trustee
Elizabeth B. Moynihan $2,267 $3,813 $91,350
Study Committee
Member and Trustee
Kenneth A. Randall $2,062 $3,468 $83,450
Audit Committee
Member and Trustee
Edward V. Regan $1,809 $3,043 $78,150
Proxy Committee
Chairman2, Audit
Committee Member
and Trustee
Russell S. Reynolds Jr. $1,370 $2,305 $58,800
Proxy Committee
Member2 and Trustee
Pauline Trigere $1,370 $2,305 $55,300
Trustee
Clayton K. Yeutter $1,370 $2,305 $58,800
Proxy Committee
Member2 and
Trustee
______________________
1 For the 1996 calendar year.
2 Committee position held during a portion of the period shown.
</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-based Oppenheimer funds.
Thomas P. Reedy, Vice President and Portfolio Manager; Age: 35.
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: 34.
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: 46
Executive Vice President and General Counsel of the Adviser
and the Distributor; President and a director of Centennial;
Executive Vice President, General Counsel and a director of
HarbourView, SSI, SFSI and Oppenheimer Partnership Holdings,
Inc.; Executive Vice President, General Counsel and a director
of MultiSource Services, Inc. (a broker-dealer); President and
director of Oppenheimer Real Asset Management, Inc.; General
Counsel of OAC; an officer of other Oppenheimer funds;
formerly Senior Vice President and Associate General Counsel
of the Adviser and the Distributor, Partner in Kraft &
McManimon (a law firm), an officer of First Investors
Corporation (a broker-dealer) and First Investors Management
Company, Inc. (broker-dealer and investment adviser), and
director and an officer of First Investors Family of Funds and
First Investors Life Insurance Company.
George C. Bowen, Treasurer; Age: 60
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer of the Adviser; Vice
President and Treasurer of the Distributor and HarbourView;
Senior Vice President, Treasurer and Assistant Secretary and
a director of Centennial; Senior Vice President, Treasurer and
Secretary of SSI; Vice President, Treasurer and Secretary of
SFSI; Treasurer of OAC; Vice President and Treasurer of
Oppenheimer Real Asset Management, Inc.; Chief Executive
Officer, Treasurer and a director of MultiSource Services,
Inc. and an officer of other Oppenheimer funds.
Robert G. Zack, Assistant Secretary; Age: 48
Senior Vice President and Associate General Counsel of the
Adviser; Assistant Secretary of SSI and SFSI; an officer of
other Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer; Age: 38
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Adviser/Mutual Fund Accounting; an
officer of other Oppenheimer funds; previously a Fund
Controller of 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 T. Farrar, Assistant Treasurer; Age: 31
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Adviser/Mutual Fund Accounting; an
officer of other Oppenheimer funds; previously a Fund
Controller for the Adviser.
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 October 10, 1996, selected KPMG Peat Marwick LLP
("Peat Marwick") as auditors of the Fund for the fiscal year
beginning November 1, 1996. 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 THE CURRENT INVESTMENT ADVISORY AGREEMENT
(Proposal No. 2)
The Fund has an Investment Advisory Agreement dated October 22,
1990 with the Adviser (the "Agreement") which was most recently
approved by the Fund's Board of Trustees, including a majority of
the Trustees who are not "interested persons" (as defined in the
Investment Company Act) of the Fund or of the Adviser, in October
1990. Prior to January 5, 1996, the Adviser was known as
Oppenheimer Management Corporation. The Agreement was approved by
shareholders of the Fund at a meeting held on October 1, 1990. A
copy of the Agreement is included in this Proxy Statement as
Exhibit A. If approved by the shareholders at this meeting, the
Agreement will continue in effect until December 31, 1997, and
thereafter from year to year unless terminated, but only so long as
such continuance is approved in accordance with the Investment
Company Act.
Under the Agreement, the Adviser supervises the investment
operations of the Fund and the composition of its portfolio and
furnishes the Fund advice and recommendations with respect to
investments, investment policies and the purchase and sale of
securities. Under the Agreement, the Fund pays the Adviser an
advisory fee computed and paid weekly at an annual rate of 0.65% of
the net assets of the Fund at the end of that week. The Fund also
pays the Adviser an annual fee of $18,000, plus out-of-pocket costs
and expenses reasonably incurred, for performing limited accounting
services for the Fund. During the fiscal year ended October 31,
1996, the Fund paid the Adviser a fee of $346,262 under the
Agreement. The Adviser also acts as investment adviser to other
funds that have similar or comparable investment objectives. A list
of those funds and the net assets and advisory fee rates paid by
those funds is contained in Exhibit B to this Proxy Statement.
The Agreement requires the Adviser, at its expense, to provide the
Fund with adequate office space, facilities and equipment as well
as to provide, and supervise the activities of all administrative
and clerical personnel required to provide effective administration
for the Fund, including the compilation and maintenance of records
with respect to its operations, the preparation and filing of
specified reports, and composition of proxy materials and
registration statements for continuous public sale of shares of the
Fund. Expenses not expressly assumed by the Adviser under the
Agreement or by the Distributor of the Fund's shares are paid by
the Fund. The Agreement lists examples of expenses paid by the
Fund, the major categories of which relate to interest, taxes,
brokerage commissions, fees to certain Trustees, legal and audit
expenses, custodian and transfer agent expenses, share certificate
issuance costs, certain printing and registration costs, and non-
recurring expenses, including litigation.
The Agreement contains no expense limitation. However,
independently of the Agreement, the Adviser has undertaken that the
total expenses of the Fund in any fiscal year (including the
management fee but excluding taxes, interest, brokerage fees and
any extraordinary non-recurring expenses, such as litigation)
shall not exceed the most stringent applicable state regulatory
limitation. The payment of the management fee at the end of any
month will be reduced so that there will not be any accrued but
unpaid liability under this expense limitation. The Adviser has
reserved the right to change or eliminate this expense limitation
at any time. Due to changes in federal securities laws, such state
regulatory limitations no longer apply, and the Adviser anticipates
that it will withdraw its undertaking with the Fund's next updated
Prospectus and Statement of Additional Information. During the
Fund's most recent fiscal period ended October 31, 1996, the Fund's
expenses did not exceed the most stringent state regulatory limit
and the voluntary undertaking was not invoked.
The Agreement provides that in the absence of willful misfeasance,
bad faith or gross negligence in the performance of its duties or
reckless disregard of its obligations under the Agreement, the
Adviser is not liable for any loss sustained by reason of any
investment, or the purchase, sale or retention of any security, or
for any act or omission in performing the services required by the
Agreement. The Agreement permits the Adviser to act as investment
adviser for any other person, firm or corporation and to use the
name "Oppenheimer" in connection with other investment companies
for which it may act as investment adviser. If the Adviser shall
no longer act as investment adviser to the Fund, the right of the
Fund to use the name "Oppenheimer" as part of its name may be
withdrawn.
Brokerage Provisions of the Agreement. One of the duties of the
Adviser under the Agreement is to arrange the portfolio
transactions for the Fund. The Agreement contains provisions
relating to the employment of broker-dealers ("brokers") to effect
the Fund's portfolio transactions. In doing so, the Adviser is
authorized by the Agreement to employ such broker-dealers,
including "affiliated" brokers, as that term is defined in the
Investment Company Act, as may, in its best judgment based on all
relevant factors, implement the policy of the Fund to obtain, at
reasonable expense, the "best execution" (prompt and reliable
execution at the most favorable price obtainable) of such
transactions. The Adviser need not seek competitive commission
bidding but is expected to be aware of the current rates of
eligible brokers and to minimize the commissions paid to the extent
consistent with the interest and policies of the Fund as
established by its Board of Trustees. Purchases of securities from
underwriters include a commission or concession paid by the issuer
to the underwriter, and purchases from dealers include a spread
between the bid and asked price. Most purchases made by the Fund
are principal transactions at net prices, and the Fund incurs
little or no brokerage costs.
Under the Agreement, the Adviser is authorized to select brokers
that provide brokerage and/or research services for the Fund and/or
the other accounts over which the Adviser or its affiliates have
investment discretion. The commissions paid to such brokers may be
higher than another qualified broker would have charged if a good
faith determination is made by the Adviser that the commission is
fair and reasonable in relation to the services provided. Subject
to the foregoing considerations, the Adviser may also consider
sales of shares of the Fund and other investment companies managed
by the Adviser or its affiliates as a factor in the selection of
brokers for the Fund's portfolio transactions.
Description of Brokerage Practices. Subject to the provisions of
the Agreement, and the procedures and rules described above,
allocations of brokerage are generally made by the Adviser's
portfolio traders based upon recommendations from the Adviser's
portfolio managers. In certain instances, portfolio managers may
directly place trades and allocate brokerage, also subject to the
provisions of the Agreement and the procedures and rules described
above. In either case, brokerage is allocated under the
supervision of the Adviser's executive officers. Transactions in
securities other than those for which an exchange is the primary
market are generally done with principals or market makers.
Brokerage commissions are paid primarily for effecting
transactions in listed securities or for certain fixed-income
agency transactions in the secondary market and are otherwise paid
only if it appears likely that a better price or execution can be
obtained. When the Fund engages in an option transaction,
ordinarily the same broker will be used for the purchase or sale of
the option and any transaction in the securities to which the
option relates. When possible, concurrent orders to purchase or
sell the same security by more than one of the accounts managed by
the Adviser or its affiliates are combined. The transactions
effected pursuant to such combined orders are averaged as to price
and allocated in accordance with the purchase or sale orders
actually placed for each account. Option commissions may be
relatively higher than those which would apply to direct purchases
and sales of portfolio securities.
Most purchases of money market instruments and debt obligations are
principal transactions at net prices. For those transactions,
instead of using a broker the Fund normally deals directly with the
selling or purchasing principal or market maker unless it is
determined that a better price or execution can be obtained by
using a broker. Purchases of these securities from underwriters
include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers include a spread between
the bid and asked price. The Fund seeks to obtain prompt execution
of such orders at the most favorable net price.
The research services provided by a particular broker may be useful
only to one or more of the advisory accounts of the Adviser 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 Adviser in a non-research capacity (such as
bookkeeping or other administrative functions), then only the
percentage or component that provides assistance to the Adviser in
the investment decision-making process may be paid in commission
dollars. The Board of Trustees permits the Adviser to use
concessions on fixed price offerings to obtain research, in the
same manner as is permitted for agency transactions. The Board
also permits the Adviser to use stated commissions on secondary
fixed-income agency trades to obtain research where the broker has
represented to the Adviser that: (i) the trade is not from or for
the broker's own inventory; (ii) the trade was executed by the
broker on an agency basis at the stated commission; and (iii) the
trade is not a riskless principal transaction.
The research services provided by brokers broaden the scope and
supplement the research activities of the Adviser, by making
available additional views for consideration and comparisons, and
by enabling the Adviser to obtain market information for the
valuation of securities held in the Fund's portfolio or being
considered for purchase. The Board of Trustees, including the
"independent" Trustees of the Fund (those Trustees of the Fund who
are not "interested persons" as defined in the Investment Company
Act, and who have no direct or indirect financial interest in the
operation of the Agreement or the Distribution and Service Plans
described below) annually reviews information furnished by the
Adviser as to the commissions paid to brokers furnishing such
services so that the Board may ascertain whether the amount of such
commissions was reasonably related to the value or benefit of such
services.
The Adviser and the Transfer Agent. 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. Shareholder Financial Services,
Inc. ("SFSI"), a subsidiary of the Adviser, acts as primary
transfer agent, shareholder servicing agent and dividend paying
agent for the Fund. Fees paid to SFSI are based on the number of
shareholder accounts and the number of shareholder transactions,
plus out-of-pocket costs and expenses. The Fund incurred
approximately $16,934 in expenses for the fiscal year ended October
31, 1996 for services provided by SFSI.
The Adviser (including a subsidiary) currently manages investment
companies, including other Oppenheimer funds, with assets of more
than $62 billion as of December 31, 1996, and with more than 3
million shareholder accounts. The Adviser is a wholly-owned
subsidiary of Oppenheimer Acquisition Corp. ("OAC"), a holding
company controlled by Massachusetts Mutual Life Insurance Company
("MassMutual"). The Adviser, the Distributor and OAC are located
at Two World Trade Center, New York, New York 10048. MassMutual is
located at 1295 State Street, Springfield, Massachusetts 01111.
OAC acquired the 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.
The common stock of OAC is divided into three classes. At December
31, 1996, MassMutual held (i) all of the 2,160,000 shares of Class
A voting stock, (ii) 716,943 shares of Class B voting stock, and
(iii) 1,353,873 shares of Class C non-voting stock. This
collectively represented 86.2% of the outstanding common stock and
94.2% of the voting power of OAC as of that date. Certain officers
and/or directors of the Adviser held (i) 407,866 shares of the
Class B voting stock, representing 8.3% of the outstanding common
stock and 4.1% of the voting power, and (ii) options acquired
without cash payment which, when they become exercisable, allow the
holders to purchase up to 684,407 shares of Class C non-voting
stock. That group includes persons who serve as officers of the
Fund, and Ms. Macaskill and Messrs. Galli and Spiro, who serve as
Trustees of the Fund. Holders of OAC Class B and Class C common
stock may put (sell) their shares and vested options to OAC or
MassMutual at a formula price (based on earnings of the Adviser).
MassMutual may exercise call (purchase) options on all outstanding
shares of both such classes of common stock and vested options at
the same formula price. From the period November 1, 1995 to
December 31, 1996, the only transactions by persons who serve as
Trustees of the Fund were by Ms. Macaskill, who surrendered to OAC
20,000 stock appreciation rights issued in tandem with the Class C
OAC options, for cash payments aggregating $1,421,800 and Mr.
Galli, who sold 50,000 shares of Class B OAC common stock to
MassMutual for an aggregate of $6,025,700.
The names and principal occupations of the executive officers and
directors of the Adviser are as follows: Bridget A. Macaskill,
President, Chief Executive Officer and a director; Donald W. Spiro,
Chairman Emeritus and a director; Robert G. Galli and James C.
Swain, Vice Chairmen; O. Leonard Darling, Paula Gabriele, Barbara
Hennigar, James Ruff, Loretta McCarthy, Tilghman G. Pitts III and
Nancy Sperte, Executive Vice Presidents; Andrew J. Donohue,
Executive Vice President, General Counsel and a director; Robert C.
Doll, Jr., Executive Vice President and a director; George C.
Bowen, Senior Vice President and Treasurer; Peter M. Antos, Victor
Babin, Robert A. Densen, Ronald H. Fielding, Robert E. Patterson,
Richard Rubinstein, Arthur Steinmetz, Ralph Stellmacher, John
Stoma, Jerry A. Webman, William L. Wilby and Robert G. Zack, Senior
Vice Presidents. These officers are located at one of the four
offices of the Adviser: Two World Trade Center, New York, NY 10048;
6803 South Tucson Way, Englewood, Colorado 80112; 350 Linden Oaks,
Rochester, NY 14625 and One Financial Plaza, 755 Main Street,
Hartford, CT 06103.
The Administrator. Mitchell Hutchins Asset Management Inc. (the
"Administrator") serves as the Fund's Administrator pursuant to an
Administration Agreement between the Fund and the Administrator.
The address of the Administrator, an affiliate of Paine Webber
Incorporated, is 1285 Avenue of the Americas, New York, New York
10019.
Considerations by the Board of Trustees. In connection with the
approval of the Agreement, the Adviser provided extensive
information to the Independent Trustees. The Independent Trustees
were provided with data as to the qualifications of the Adviser's
personnel, the quality and extent of the services rendered and its
commitment to its mutual fund advisory business. The Independent
Trustees also considered data presented by the Adviser showing the
extent to which it had expanded its investment personnel and other
services dedicated to the equity area of its mutual fund advisory
activities. Information prepared specifically for the purpose of
assisting the Independent Trustees in their evaluation of the
Agreement included an analysis of the performance and expenses of
the Fund as compared to other similar funds.
Analysis of Nature, Quality and Extent of Services. In determining
whether to approve the Agreement and to recommend its approval by
the Fund's shareholders, the Independent Trustees particularly
considered: (1) the effect of the investment management fee on the
expense ratio of the Fund; (2) the investment record of the Adviser
in managing the Fund, and the investment record of other investment
companies for which it acts as investment adviser; and (3) data as
to investment performance, advisory fees and expense ratios of
other investment companies not advised by the Adviser but believed
to be in the same overall investment and size category as the Fund.
The Independent Trustees also considered the following factors,
among others: (1) the necessity of the Adviser maintaining and
enhancing its ability to retain and attract capable personnel to
serve the Fund; (2) the Adviser's overall profitability; (3) pro-
forma profitability data giving effect to the investment management
fee but before marketing and promotional expenses anticipated to be
paid by the Adviser and its affiliates; (4) possible economies of
scale; (5) other benefits to the Adviser from serving as investment
adviser to the Fund, as well as benefits to its affiliates acting
as principal underwriter and its division acting as transfer agent
to the Fund; (6) current and developing conditions in the financial
services industry, including the entry into the industry of larger
and highly capitalized companies which are spending and appear to
be prepared to continue to spend substantial sums to engage
personnel and to provide services to competing investment
companies; and (7) the financial resources of the Adviser and the
desirability of appropriate incentives to assure that the Adviser
will continue to furnish high quality services to the Fund.
Analysis of Profitability of the Adviser. The Independent Trustees
were advised that the Adviser does not maintain its financial
records on a fund-by-fund basis. However, the Adviser does provide
the Independent Trustee on an annual basis with its allocation of
expenses on a fund-by-fund basis. The Independent Trustees
considered information provided by the Adviser regarding its
profitability and also considered comparative information relating
to the profitability of other mutual fund investment managers. The
Independent Trustees also noted the substantial marketing and
promotional activities in which the Adviser and its affiliates
engage and propose to engage on behalf of the Fund.
Determination by the Independent Trustees and the Board of
Trustees. After completion of its review, the Independent Trustees
recommended that the Board of Trustees approve, and the Board
unanimously approved, the Agreement.
Vote Required. An affirmative vote of the holders of a "majority"
(as defined in the Investment Company Act) of all outstanding
voting securities of the Fund is required for approval of the
Agreement; the classes do not vote separately. Such majority vote
is defined in the Investment Company Act as the vote of the holders
of the lesser of: (i) 67% or more of the voting securities present
or represented by proxy at the shareholder meeting, if the holders
of more than 50% of the outstanding voting securities are present
or represented by proxy, or (ii) more than 50% of the outstanding
voting securities. The Board of Trustees recommends a vote in
favor of approving the Investment Advisory Agreement.
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, 1997 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
March 25, 1997
proxy\675#7
<PAGE>
Exhibit A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 22nd day of October, 1990, by and between
OPPENHEIMER MULTI-GOVERNMENT TRUST (hereinafter called the
"Trust"), and OPPENHEIMER MANAGEMENT CORPORATION (hereinafter
called the "Adviser").
WHEREAS, the Trust is a closed-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 Adviser
is a registered investment adviser;
NOW, THEREFORE, in consideration of the mutual promises and
agreements hereinafter set forth, it is agreed by and between the
parties as follows:
1. In General The Adviser agrees, all as more fully set forth
herein, to act as investment adviser to the Trust with respect to
the investment of its assets; to supervise and arrange the
purchases of securities for and the sale of securities held in the
portfolio of the Trust; and to furnish facilities and furnish and
supervise personnel as shall be required to provide the services
described herein.
2. Duties and Obligations of the Adviser with respect to
investment of assets of the Trust
(a) Subject to the succeeding provisions of this section and
subject to the direction and control of the Board of Trustees, the
Adviser shall:
(i) Regularly provide investment advice and
recommendations to the Trust with respect to its
investments, investment policies and the purchase
and sale of securities and other investments
(collectively, "securities");
(ii) Supervise continuously the investment program of
the Trust and the composition of its portfolio;
(iii) Arrange, subject to the provisions of
paragraph "4" hereof, for the purchase of
securities and other investments and for the
sale of securities and other investments held
in the portfolio of the Trust; and
(iv) Prepare proxy materials for meetings of the Trust's
shareholders and such registrations and reports as
may be required by federal securities laws.
(b) Any investment advice furnished by the Adviser 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 Declaration of Trust and By-Laws of the Trust as
amended from time to time; (4) any policies and determinations of
the Board of Trustees of the Trust; and (5) the terms of the
registration statement of the Trust, as amended from time to time
under the Securities Act of 1933 and the Investment Company Act of
1940.
(c) Nothing in this Agreement shall prevent the Adviser 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 Adviser 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 Adviser expressly represents that it will undertake no
activities which, in its judgment, will adversely affect the
performance of its obligations to the Trust under this Agreement.
(d) The Adviser may obtain investment information, research
or assistance from any other person, firm or corporation to
supplement, update or otherwise improve its investment management
services, provided that the Trust shall not be required to pay any
compensation other than as provided by the terms of this Agreement
and subject to the provisions of Paragraph 4 hereof.
3. Trust Administration and Allocation of Expenses. The Adviser
shall at its expense provide all executive, administrative and
clerical personnel as shall be required to provide effective
administration for the Trust, except such services, facilities and
personnel as the Trust has contracted to obtain pursuant to the
Administration Agreement annexed hereto as Exhibit A. Services to
be provided by the Adviser hereunder shall include the compilation
and maintenance of such records with respect to the Trust's
operations as may reasonably be required; the preparation and
filing of such reports with respect thereto as shall be required by
the Securities and Exchange Commission and periodic reports with
respect to its operations for the shareholders of the Trust except
required reports to shareholders and Form N-SAR (or such other form
as the SEC may substitute therefor); preparation of proxy materials
for meetings of the Trust's shareholders; and the preparation of
such registrations and reports as may be required by Federal
securities laws. The Adviser shall, at its own cost and expense,
also provide the Trust with adequate office space, facilities and
equipment. The Adviser shall, at its own expense, provide such
officers for the Trust as the Trust's Board may request.
All other costs and expenses not expressly assumed by the
Adviser under this Agreement shall be paid by the Trust, including,
but not limited to: (i) interest and taxes, including issue and
transfer taxes, incurred by or levied on the Fund; (ii) insurance
premiums for fidelity and other coverage requisite to its
operations; (iii) compensation and expenses of its Trustees other
than those associated or affiliated with the Adviser; (iv) legal
and audit expenses; (v) custodian, dividend paying agent, registrar
and transfer agent fees and expenses (including charges and
expenses of the Trust's Dividend Reinvestment Plan Agent) and
brokerage commissions, if any; (viii) fees and expenses, other than
as hereinabove provided, incident to the registration, under
Federal law, of shares of the Trust for public sale; (ix) except as
noted above, all other expenses incidental to holding meetings of
the Trust's shareholders; (x) payments under the Trust's
Administration Agreement; (xi) fees and expenses of listing and
maintaining the listing of the Trust's shares of any national
securities exchange; (xii) cost of certificates representing the
Trust's shares; and (xiii) such non-recurring expenses as may
arise, including litigation affecting the Trust and the legal
obligation which the Trust may have to indemnify its officers and
Trustees with respect thereto.
4. Portfolio Transactions and Brokerage.
(a) The Adviser is authorized, in arranging the purchase and
sale of the Trust's portfolio securities, to employ or deal with
such members of securities or commodities exchanges, brokers or
dealers (hereinafter "broker-dealers"), including "affiliated"
broker-dealers (as that term is defined in the Investment Company
Act), as may, in its best judgment, implement the policy of the
Trust to obtain, at reasonable expense, the "best execution"
(prompt and reliable execution at the most favorable security price
obtainable) of the Trust's portfolio transactions as well as to
obtain, consistent with the provisions of subparagraph (c) of this
paragraph 4, the benefit of such investment information or research
as will be of significant assistance to the performance by the
Adviser of its investment management functions.
(b) The Adviser shall select broker-dealers to effect the
Trust's portfolio transactions on the basis of its estimate of
their ability to obtain best execution of particular and related
portfolio transactions. The abilities of a broker-dealer to obtain
best execution of particular portfolio transaction(s) will be
judged by the Adviser on the basis of all relevant factors and
considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the
ability and willingness of the broker-dealer to facilitate the
Trust's portfolio transactions by participating therein for its own
account; the importance to the Trust of speed, efficiency or
confidentiality; the broker-dealer's apparent familiarity with
sources from or to whom particular securities might be purchased or
sold; as well as any other matters relevant to the selection of a
broker-dealer for particular and related transactions of the Trust.
(c) The Adviser shall have discretion, in the interests of
the Trust, to allocate brokerage on the Trust's portfolio
transactions to broker-dealers, other than an affiliated broker-
dealer, qualified to obtain best execution of such transactions who
provide brokerage and/or research services (as such services are
defined in Section 28(e)(3) of the Securities Exchange Act of 1934)
for the Trust and/or other accounts for which the Adviser or its
affiliates exercise "investment discretion" (as that term is
defined in Section 3(a)(35) of the Securities Exchange Act of 1934)
and to cause the Trust to pay such broker-dealers a commission for
effecting a portfolio transaction for the Trust that is in excess
of the amount of commission another broker-dealer adequately
qualified to effect such transaction would have charged for
effecting that transaction, if the Adviser determines, in good
faith, that such commission is reasonable in relation to the value
of the brokerage and/or research services provided by such broker-
dealer, viewed in terms of either that particular transaction or
the overall responsibilities of the Adviser or its affiliates with
respect to the accounts as to which they exercise investment
discretion. In reaching such determination, the Adviser will not
be required to place or attempt to place a specific dollar value on
the brokerage and/or research services provided or being provided
by such broker-dealer. In demonstrating that such determinations
were made in good faith, the Adviser shall be prepared to show that
all commissions were allocated for purposes contemplated by this
Agreement and that the total commissions paid by the Trust over a
representative period selected by the Trust's trustees were
reasonable in relation to the benefits to the Trust.
(d) The Adviser shall have no duty or obligation to seek
advance competitive bidding for the most favorable commission rate
applicable to any particular portfolio transactions or to select
any broker-dealer on the basis of its purported or "posted"
commission rate but will, to the best of its ability, endeavor to
be aware of the current level of the charges of eligible broker-
dealers and to minimize the expense incurred by the Trust for
effecting its portfolio transactions to the extent consistent with
the interests and policies of the Trust as established by the
determinations of the Board of Trustees of the Trust and the
provisions of this paragraph 4.
(e) The Trust recognizes that an affiliated broker-dealer:
(i) may act as one of the Trust's regular brokers so long as it is
lawful for it so to act; (ii) may be a major recipient of brokerage
commissions paid by the Trust; and (iii) may effect portfolio
transactions for the Trust only if the commissions, fees or other
remuneration received or to be received by it are determined in
accordance with procedures contemplated by any rule, regulation or
order adopted under the Investment Company Act for determining the
permissible level of such commissions.
(f) Subject to the foregoing provisions of this paragraph 4,
the Adviser may also consider sales of shares of the Trust and the
other funds advised by the Adviser and its affiliates as a factor
in the selection of broker-dealers for its portfolio transactions.
5. Compensation of the Adviser. The Trust agrees to pay the
Adviser and the Adviser agrees to accept as full compensation for
all services rendered by the Adviser as such, a fee payable weekly
in an amount computed by applying the annual rate of .65 of 1% to
the end of week net assets of the Trust, determined as of the close
of business of the New York Stock Exchange each Friday. When the
New York Stock Exchange is not open on a Friday, then the net
assets shall be determined as of the close of business of the New
York Stock Exchange on the day on which the New York Stock Exchange
was open next preceding such Friday.
6. Use of Name. The Adviser hereby grants to the Trust a
royalty-free, non-exclusive license to use the name "Oppenheimer"
in the name of the Trust for the duration of this Agreement and any
extensions or renewals thereof. To the extent necessary to protect
the Adviser's rights to the name "Oppenheimer" under applicable
law, such license shall allow the Adviser to inspect and, subject
to control by the Trust's Board, control the nature and quality of
services offered by the Trust under such name. Such license may,
upon termination of this Agreement, be terminated by the Adviser,
in which event the Trust shall promptly take whatever action may be
necessary to change its name and discontinue any further use of the
name "Oppenheimer" in the name of the Trust or otherwise. The name
"Oppenheimer" may be used or licensed by the Adviser in connection
with any of its activities, or licensed by the Adviser to any other
party.
7. Duration and Termination.
(a) This Agreement will take effect on the date first set
forth above. This Agreement shall continue in effect until
December 31, 1991, and thereafter from year to year, so long as
such continuance shall be approved at least annually (a) by the
Board of Trustees, including the vote of a majority of the Trustees
of the Trust 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 (b) by the vote of the holders of a
"majority" (as defined in the Investment Company Act) of the
outstanding voting securities of the Trust and by such
aforementioned vote of the Board of Trustees.
(b) This Agreement may be terminated by the Adviser at any
time without penalty upon sixty days' written notice to the Trust
(which notice may be waived by the Trust) and may be terminated by
the Trust at any time without penalty upon sixty days' notice to
the Adviser (which notice may be waived by the Adviser), provided
that such termination by the Trust shall be directed or approved by
the vote of a majority of all the Trustees of the Trust then in
office or by the vote of the holders of a "majority" (as defined in
the Investment Company Act of 1940) of the outstanding voting
securities of the Trust. This Agreement shall automatically
terminate in the event of its assignment (as "assignment" is
defined in the Investment Company Act of 1940).
8. Liability.
(a) Provided that nothing herein shall be deemed to protect
the Adviser from willful misfeasance, bad faith or gross negligence
in the performance of its duties, or reckless disregard of its
obligations and duties under this Agreement, the Adviser shall not
be liable for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which this Agreement
relates.
(b) The Adviser understands and agrees that the obligations
of the Trust under this Agreement are not binding upon any Trustee
or shareholder of the Trust personally, but bind only the Trust and
the Trust's property; the Adviser represents that it has notice of
the provisions of the Declaration of Trust of the Trust disclaiming
Trustee or shareholder liability for acts or obligations of the
Trust.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers as of
the day and year first above written.
OPPENHEIMER MULTI-GOVERNMENT TRUST
Attest:
______________________ By: /s/ Robert G. Galli
Robert G. Galli, Secretary
OPPENHEIMER MANAGEMENT CORPORATION
Attest:
__________________________ By: /s/ Katherine P. Feld
Katherine P. Feld
Vice President & Secretary
<PAGE>
EXHIBIT B
<TABLE>
<CAPTION>
Approximate Net Advisory Fee Rate as
Assets as of % of
12/31/96 Average Annual
Name of Fund ($ Millions) Net Assets
<S> <C> <C>
Oppenheimer International $175.7 .75% on the first $200 Bond
Fund million,
Oppenheimer High Yield Fund $1513.4 .72% on the next $200
million,
Oppenheimer Strategic Income $6778 .69% on the next $200 Fund
million,
Oppenheimer Bond Fund $235 .66% on the next $200
million,
.60% on the next $200
million, and
.50% of net assets in
excess of $1 billion
Oppenheimer Champion Income $653.6 .70% on the first $250 Fund
million,
.65% on the next $250
million,
.60% on the next $500
million, and
.55% of net assets in
excess of $1 billion
Oppenheimer Limited-Term $627.6 .50% on the first $100 Government Fund
million,
.45% on the next $150
million,
.425% on the next $250
million, and
.40% of net assets in
excess of $500 million
Oppenheimer U.S. Government $534 .65% on the first $200 Trust
million,
.60% on the next $100
million,
.57% on the next $100
million,
.55% on the next $400
million, and
.50% of net assets in
excess of $800 million
/TABLE
<PAGE>
OPPENHEIMER WORLD BOND FUND
PROXY FOR ANNUAL SHAREHOLDERS MEETING TO BE HELD MAY 5, 1997
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 World Bond Fund
Proxy for Annual Shareholders Meeting to be held May 5, 1997
The undersigned shareholder of Oppenheimer World Bond Fund (the
"Fund") does hereby appoint George C. Bowen, Andrew J. Donohue,
Robert J. Bishop and Scott T. Farrar, 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 5, 1997, at 6803 South Tucson Way,
Englewood, Colorado 80112 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.
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675
<PAGE>
Oppenheimer World Bond Fund/Proxy for Annual Shareholders Meeting
to be held May 5, 1997.
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) Leon Levy
B) Bridget A. Macaskill
C) Clayton K. Yeutter
_______FOR all nominees listed ______WITHHOLD AUTHORITY
except as marked to the contrary to vote for all
nominees listed at left. at left.
Instruction: To withhold authority to vote for any individual
nominee, line out that nominee's name at left.
2. Ratification of selection of KPMG Peat Marwick LLP as
independent auditors (Proposal No. 1)
FOR____ AGAINST____ ABSTAIN____
3. To approve the current Investment Advisory Agreement between the
Fund and OppenheimerFunds, Inc. (the "Adviser") (Proposal No. 2)
FOR____ AGAINST____ ABSTAIN____
Dated:___________________________, 1997
(Month) (Day)
___________________________________
Signature(s)
___________________________________
Signature(s)
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.
OVER
Please read both sides of this ballot. 675
