Registration No. 33-34720
811-6105
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. ______ / /
POST-EFFECTIVE AMENDMENT NO. 18 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
AMENDMENT NO. 21 / X /
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048-0203
(Address of Principal Executive Offices)
1-212-323-0200
(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
OppenheimerFunds, Inc.
Two World Trade Center,
New York, New York 10048-0203
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
/ / Immediately upon filing pursuant to paragraph (b)
/ X / On March 15, 1996 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / On _________________, pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / On pursuant to paragraph (a)(2)
of Rule 485
_______________________________________________________________________
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's
fiscal year ended November 30, 1995, was filed on December 28, 1995.
FORM N-1A
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
Cross Reference Sheet
Part A of
Form N-1A
Item No. Prospectus Heading
1 Front Cover Page
2 Expenses; Overview of the Fund
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies; Investment
Restrictions; How the Fund is Managed--Organization and History
5 How the Fund is Managed; Expenses; Back Cover
5A Performance of the Fund
6 How the Fund is Managed--Organization and History;--The Transfer
Agent; Dividends, Capital Gains and Taxes
7 How to Buy Shares; How to Exchange Shares; Special Investor
Services; Service Plan for Class A Shares; Distribution and
Service Plan for Class B Shares; Distribution and Service Plan
for Class C Shares; How to Sell Shares; Shareholder Account
Rules and Policies
8 How to Sell Shares; Special Investor Services
9 *
Part B of
Form N-1A Heading in Statement of
Item No. Additional Information
10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Other Investment Techniques
and Strategies; Additional Investment Restrictions
14 How the Fund is Managed - Directors and Officers of the Fund
15 How the Fund is Managed - Major Shareholders
16 How the Fund is Managed; Distribution and Service Plans
17 Brokerage Policies of the Fund
18 Additional Information - About the Fund
19 Your Investment Account-How to Buy Shares; How to Sell Shares;
How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Brokerage Policies of the Fund
22 Performance of the Fund
23 Financial Statements
______________________________________
* Not applicable or negative answer.
<PAGE>
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
Supplement dated March 15, 1996 to the
Prospectus dated March 15, 1996
The Prospectus is changed as follows:
In addition to paying dealers the regular commission for (1) sales
of Class A shares stated in the sales charge table in "Buying Class A
Shares", (2) sales of Class B shares described in the third paragraph in
"Distribution and Service Plan for Class B Shares" or (3) sales of Class
C shares described in the third paragraph in "Distribution and Service
Plan for Class C Shares", the Distributor will pay additional commission
to each participating broker, dealer and financial institution that has
a sales agreement with the Distributor (these are referred to as
"participating firms") for Class A, B and C shares of the Fund sold in
"qualifying transactions" (the "promotion"). The additional commission
will be .75% of the offering price of shares of the Fund sold by a
registered representative or sales representative of a participating firm
during the promotion. If the additional commission is paid on the sale
of Class A shares of $1 million or more and those shares are redeemed
within 13 months from the end of the month in which they were purchased,
the participating firm will be required to return the additional
commission.
"Qualifying transactions" are sales of Class A, Class B and/or Class
C shares of any one or more of the Oppenheimer funds (except money market
funds and tax-exempt funds) for (1) new Individual Retirement Accounts
("IRAs"), using the OppenheimerFunds prototype IRA agreement, including
rollover IRAs, SEP IRAs and SAR-SEP IRAs, where the IRA is established and
the purchase payment is received during the period from January 1, 1996
through April 15, 1996 (the "promotion period") or, (2) IRAs using the
A.G. Edwards & Sons, Inc. prototype IRA agreement, including rollover
IRAs, SEP IRAs and SAR-SEP IRAs, where the purchase payment is received
during the promotion period. "Qualifying transactions" also include
purchases of shares of Oppenheimer funds for existing OppenheimerFunds
or A.G. Edwards & Sons, Inc. prototype IRAs, rollover IRAs, SEP IRAs and
SAR-SEP IRAs effected through a rollover from an investor, or through a
direct rollover or trustee-to-trustee transfer from another retirement
plan trustee, of IRA assets or other employee benefit plan assets from an
account or investment other than an account or investment in the
Oppenheimer funds. To qualify, the payment for the shares purchased for
a rollover to an OppenheimerFunds prototype IRA or for a rollover, direct
rollover or trustee-to-trustee transfer to an A.G. Edwards & Sons, Inc.
prototype IRA must be received during the promotion period, or the
acceptance of a direct rollover or trustee-to-trustee transfer to an
OppenheimerFunds prototype IRA must be acknowledged by the trustee of the
OppenheimerFunds prototype IRA during the promotion period. "Qualifying
transactions" do not include (1) purchases of Class A shares intended but
not yet made under a Letter of Intent, and (2) purchases of Class A,
Class B and/or Class C shares with the redemption proceeds from an
existing OppenheimerFunds account.
March 15, 1996 PS0254.003
Oppenheimer Quest Global Value Fund, Inc.
Prospectus dated March 15, 1996
Oppenheimer Quest Global Value Fund, Inc. (the "Fund") is a mutual
fund that seeks long-term capital appreciation through pursuit of a global
investment strategy primarily involving equity securities. Under normal
circumstances, at least 65% of the Fund's total assets will be invested
in equity securities in at least three different countries, one of which
may be the United States. The Fund may invest up to 35% of its total
assets in debt obligations with remaining maturities of one year or more
of U.S. or foreign corporate, governmental or bank issuers.
Some of the Fund's investment techniques may be considered
speculative. Foreign investing involves special risks. These techniques
may increase the risks of investing in the Fund and the Fund's operating
costs. You should carefully review the risks associated with an
investment in the Fund. Please refer to "Investment Objective and
Policies" for more information about the types of securities the Fund
invests in, its investment methods and the risks of investing in the
Fund.
This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it
for future reference. You can find more detailed information about the
Fund in the March 15, 1996 Statement of Additional Information. For a
free copy, call OppenheimerFunds Services, the Fund's Transfer Agent, at
1-800-525-7048, or write to the Transfer Agent at the address on the back
cover. The Statement of Additional Information has been filed with the
Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).
(OppenheimerFunds logo)
Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, are not insured by the F.D.I.C. or any other
agency, and involve investment risks, including the possible loss of the
principal amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
Contents
ABOUT THE FUND
Expenses
A Brief Overview of the Fund
Financial Highlights
Investment Objective and Policies
How the Fund is Managed
Performance of the Fund
ABOUT YOUR ACCOUNT
How to Buy Shares
Class A Shares
Class B Shares
Class C Shares
Special Investor Services
AccountLink
Automatic Withdrawal and Exchange Plans
Reinvestment Privilege
Retirement Plans
How to Sell Shares
By Mail
By Telephone
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes
Appendix A: Special Sales Charge Arrangements for
Shareholders of the Former Quest for Value Funds
<PAGE>
ABOUT THE FUND
Expenses
The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other services, and
those expenses are subtracted from the Fund's assets to calculate the
Fund's net asset value per share. All shareholders therefore pay those
expenses indirectly. Shareholders pay other expenses directly, such as
sales charges and account transaction charges. The following tables are
provided to help you understand your direct expenses of investing in the
Fund and your share of the Fund's business operating expenses that you
might expect to bear indirectly. The numbers below are based on the
Fund's expenses during its last fiscal year ended November 30, 1995.
- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to "About Your Account," from
pages through , for an explanation of how and when these charges
apply.
Class Class Class
A Shares B Shares C Shares
Maximum Sales Charge
on Purchases
(as a % of
offering price) 5.75% None None
Sales Charge on
Reinvested Dividends None None None
Deferred Sales Charge
(as a % of the
lower of the
original purchase
price or redemption
proceeds) None(1) 5% in the first 1% if
year, declining redeemed
to 1% in the within 12
sixth year months of
and eliminated purchase(2)
thereafter(2)
Exchange Fee None None None
(1)If you invest $1 million or more ($500,000 or more for purchases by
OppenheimerFunds prototype 401(k) plans) in Class A shares, you may
have to pay a sales charge of up to 1% if you sell your shares
within 18 calendar months from the end of the calendar month during
which you purchased those shares, depending upon when you purchased
such shares. See "How to Buy Shares - Buying Class A Shares,"
below. Class A shares of the Fund purchased without an initial
sales charge prior to November 24, 1995 will continue to be subject
to the applicable contingent deferred sales charge in effect as of
that date as set forth in the then-current prospectus for such
fund.
(2)See "How to Buy Shares - Buying Class B Shares" and "How to Buy
Shares - Buying Class C Shares" below, for more information on the
contingent deferred sales charges.
- Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business. For example,
the Fund pays management fees to its investment adviser, OppenheimerFunds,
Inc. (referred to in this Prospectus as the "Manager"). The rates of the
Manager's fees are set forth in "How the Fund is Managed," below. The
Fund has other regular expenses for services, such as transfer agent fees,
custodial fees paid to the bank that holds its portfolio securities, audit
fees and legal expenses. Those expenses are detailed in the Fund's
Financial Statements included in the Statement of Additional Information.
Annual Fund Operating Expenses as a Percentage of Average Net Assets
Class Class Class
A Shares B Shares C Shares
Management Fees .75% .75% .75%
12b-1 Distribution
Plan Fees .50% 1.00% 1.00%
Other Expenses .58% .58% .58%
------- ------- -------
Total Fund Operating 1.83% 2.33% 2.33%
Expenses
The numbers in the table above are based upon the Fund's expenses
in its fiscal year ended November 30, 1995. These amounts are shown as
a percentage of the average net assets of each class of the Fund's shares
for that year. The 12b-1 Fees for Class A shares are service fees (the
maximum fee is 0.25% of average annual net assets of that class) and the
asset-based sales charge of 0.25% of the average annual net assets of that
class. For Class B and Class C shares, the 12b-1 Fees are the service
fees (the maximum fee is 0.25% of average annual net assets of those
classes) and the annual asset-based sales charge of 0.75% of the average
annual net assets of the class. These plans are described in greater
detail in "How to Buy Shares." "Other Expenses" above includes an
administration fee of 0.25% of average net assets payable to the Manager
and estimated transfer agent expenses at a fund level (rather than a class
level).
The actual expenses for each class of shares in future years may be
more or less than the numbers in the table, depending on a number of
factors, including changes in the actual value of the Fund's assets
represented by each class of shares.
- Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below. Assume that you make a $1,000 investment in each class of shares
of the Fund, and the Fund's annual return is 5%, and that its operating
expenses for each class are the ones shown in the Annual Fund Operating
Expenses table above and that Class B shares automatically convert into
Class A shares six years after their purchase. If you were to redeem your
shares at the end of each period shown below, your investment would incur
the following expenses by the end of 1, 3, 5 and 10 years:
1 year 3 years 5 years 10 years*
Class A Shares $75 $112 $151 $260
Class B Shares $74 $103 $145 $243
Class C Shares $34 $ 73 $125 $267
If you did not redeem your investment, it would incur the following
expenses:
Class A Shares $75 $112 $151 $260
Class B Shares $24 $ 73 $125 $243
Class C Shares $24 $ 73 $125 $267
*The Class B expenses in years 7 through 10 are based on the Class A
expenses shown above, because the Fund automatically converts Class B
shares into Class A shares after 6 years. Because of the effect of the
asset-based sales charge and the contingent deferred sales charge on Class
B and Class C shares, long term Class B and Class C shareholders could pay
the economic equivalent of more than the maximum front-end sales charge
allowed under applicable regulations. For Class B shareholders, the
automatic conversion of Class B shares into Class A shares is designed to
minimize the likelihood that this will occur. Please refer to "How to Buy
Shares - Buying Class B Shares" for more information.
These examples show the effect of expenses on an investment, but
are not meant to state or predict actual or expected costs or investment
returns of the Fund, all of which may be more or less than those
shown.
A Brief Overview of the Fund
Some of the important facts about the Fund are summarized below,
with references to the section of this Prospectus where more complete
information can be found. You should carefully read the entire Prospectus
before making a decision about investing in the Fund. Keep the Prospectus
for reference after you invest, particularly for information about your
account, such as how to sell or exchange shares.
- What is the Fund's Investment Objective? The Fund seeks long-
term capital appreciation through pursuit of a global investment strategy
primarily involving equity securities.
- What Does the Fund Invest in? Under normal circumstances, at
least 65% of the Fund's total assets will be invested in equity securities
in at least three different countries, one of which may be the United
States. The Fund may invest up to 35% of its total assets in debt
obligations with remaining maturities of one year or more of U.S. or
foreign corporate, governmental or bank issuers. The Fund may invest
anywhere in the world with no requirement that any specific percentage of
its assets be committed to any given country. These investments are more
fully explained in "Investment Objective and Policies," starting on page
- Who Manages the Fund? The Fund's investment adviser (the
"Manager") is OppenheimerFunds, Inc., which supervises the Fund's
investment program and handles its day-to-day business. The Manager
(including a subsidiary) manages investment company portfolios having over
$50 billion in assets as of March 1, 1996. The Manager is paid an
advisory fee by the Fund, based on its net assets. The Funds sub-adviser
is OpCap Advisors (the "Sub-Adviser"), a subsidiary of Oppenheimer
Capital, which is paid a fee by the Manager. The Sub-Adviser provides
day-to-day portfolio management of the Fund. The Fund's portfolio
managers are employed by the Sub-Adviser and are primarily responsible for
the selection of the Fund's securities. The Fund's Board of Directors,
elected by shareholders, oversees the Manager, the Sub-Adviser and the
portfolio managers. Please refer to "How the Fund is Managed," starting
on page for more information about the Manager, the Sub-Adviser and
their fees.
- How Risky is the Fund? All investments carry risks to some
degree. It is important to remember that the Fund is designed for long-
term investors. The Fund's investments in stocks and bonds are subject
to changes in their value from a number of factors such as changes in
general stock and bond market movements, the change in value of particular
stocks because of an event affecting the issuer or changes in interest
rates that can affect bond prices. These changes affect the value of the
Fund's investments and its price per share. The Fund's investments in
foreign securities are subject to additional risks associated with
investing abroad, such as, among other things, the effect of currency rate
changes on stock values and the different regulatory requirements,
reporting and accounting standards, political and economic factors and
taxation of foreign countries.
While the Manager tries to reduce risks by diversifying investments,
by carefully researching securities before they are purchased for the
Fund's portfolio, and in some cases by using hedging techniques, there is
no guarantee of success in achieving the Fund's investment objective, and
your shares may be worth more or less than their original cost when you
redeem them. Please refer to "Investment Objective and Policies" starting
on page for a more complete discussion of the Fund's investment
risks.
- How Can I Buy Shares? You can buy shares through your dealer or
financial institution, or you can purchase shares directly through
OppenheimerFunds Distributor, Inc. (the "Distributor") by completing an
Application or by using an Automatic Investment Plan under AccountLink.
Please refer to "How to Buy Shares" on page for more details.
<PAGE>
- Will I Pay a Sales Charge to Buy Shares? The Fund offers the
individual investor three classes of shares. Each class has the same
investment portfolio but has different expenses. Class A shares are
offered with a front-end sales charge, starting at 5.75%, and reduced for
larger purchases. Purchases of $1 million or more of Class A shares have
no initial sales charge but are subject to a contingent deferred sales
charge of up to 1% if held for less than 18 months, depending upon when
you purchased such shares. Class A shares of the Fund purchased without
an initial sales charge prior to November 24, 1995 may be subject to a
different contingent deferred sales charge. Class B and Class C shares are
offered without a front-end sales charge, but may be subject to a
contingent deferred sales charge if redeemed within six years or 12
months, respectively, of buying them. There is also an annual asset-based
sales charge on each class of shares. Please review "How to Buy Shares"
starting on page for more details, including a discussion about factors
you and your financial advisor should consider in determining which class
may be appropriate for you.
- How Can I Sell My Shares? Shares can be redeemed by mail or by
telephone call to the Transfer Agent on any business day, or through your
dealer. Please refer to "How to Sell Shares" on page . The Fund also
offers exchange privileges to other Oppenheimer funds, described in "How
to Exchange Shares" on page .
- How Has the Fund Performed? The Fund measures its performance
by quoting its average annual total returns and cumulative total returns,
which measure historical performance. Those returns can be compared to
the returns (over similar periods) of other funds. Of course, other funds
may have different objectives, investments, and levels of risk. The
Fund's performance can also be compared to a broad stock market index,
which we have done on pages ____ and ____. Please remember that past
performance does not guarantee future results.
<PAGE>
Financial Highlights
The table on the following pages presents selected financial
information about the Fund, including per share data, expense ratios and
other data based on the Fund's average net assets. This information has
been audited by Price Waterhouse LLP, the Fund's independent accountants,
whose report on the Fund's financial statements for the fiscal year ended
November 30, 1995 is included in the Statement of Additional Information.
<PAGE>
FINANCIAL HIGHLIGHTS
Oppenheimer Quest Global Value Fund, Inc.
For a share outstanding throughout each period:
<TABLE>
<CAPTION>
Income from Investment Operations Dividends and Distributions
---------------------------------------------------- ---------------------------------------------
Net Distributions
Realized Dividends to
and to Shareholders
Net Asset Net Unrealized Shareholders from Net
Value, Investment Gain (Loss) Total from from Net Realized Total
Beginning Income on Investment Investment Gain on Dividends
and
of Period (Loss) Investments Operations Income Investments
Distributions
--------- ---------- ----------- ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
<C>
CLASS A
Year Ended November 30,
1995*................... $ 14.16 $ 0.11 $ 2.45 $ 2.56 -- $(1.23) $ (1.23)
1994.................... $ 13.54 $ 0.01 $ 1.10 $ 1.11 -- $(0.49) $ (0.49)
1993.................... $ 12.30 -- $ 2.26 $ 2.26 $(0.12) $(0.90) $ (1.02)
1992.................... $ 11.25 $ 0.12 $ 0.93 $ 1.05 -- -- --
1991.................... $ 10.57 $(0.04) $ 0.85 $ 0.81 $(0.05) $(0.08) $ (0.13)
CLASS B
Year Ended November 30,
1995*................... $ 14.07 $ 0.02 $ 2.44 $ 2.46 -- $(1.23) $ (1.23)
1994.................... $ 13.52 $(0.06) $ 1.10 $ 1.04 -- $(0.49) $ (0.49)
September 2, 1993(4) to
November 30, 1993....... $ 13.75(3) $(0.02) $ (0.21) $(0.23) -- --
- --
CLASS C
Year Ended November 30,
1995*................... $ 14.06 $ 0.00 $ 2.43 $ 2.43 -- $(1.23) $ (1.23)
1994.................... $ 13.52 $(0.08) $ 1.11 $ 1.03 -- $(0.49) $ (0.49)
September 2, 1993(4) to
November 30, 1993....... $ 13.75(3) $(0.02) $ (0.21) $(0.23) -- --
<PAGE>
Investment Objective and Policies
Objective. The Fund seeks long-term capital appreciation through
pursuit of a global investment strategy primarily involving equity
securities.
Investment Policies and Strategies. The Sub-Adviser manages the
portfolio of the Fund in accordance with the Fund's investment objective
and policies pursuant to a Subadvisory Agreement with the Manager.
The Fund may invest anywhere in the world with no requirement that
any specific percentage of its assets be committed to any given country.
Under normal circumstances, at least 65% of the Fund's total assets will
be invested in equity securities in at least three different countries,
one of which may be the United States. Opportunities for capital
appreciation may also be presented by debt securities. Accordingly, the
Fund may invest up to 35% of its total assets in debt obligations with
remaining maturities of one year or more of U.S. or foreign corporate,
governmental or bank issuers. It is the present intention of the Fund,
although not a fundamental policy, not to invest more than 5% of its total
assets in debt securities rated below investment-grade.
To provide liquidity for the purchase of new instruments and to
effect redemptions of shares, the Fund typically invests a part of its
assets in various types of U.S. government securities and high quality,
short-term debt securities with remaining maturities of one year or less
such as government obligations, certificates of deposit, bankers'
acceptances, commercial paper, short-term corporate securities and
repurchase agreements ("money market instruments"). Such money market
instruments may be issued by entities organized in the United States or
any foreign country, denominated in dollars or in the currency of any
foreign country. For temporary defensive purposes, the Fund may invest
up to 100% of its assets in such securities. At any time that the Fund
for temporary defensive purposes invests in such securities, to the extent
of such investments, it is not pursuing its investment objective.
- Can the Fund's Investment Objective and Policies Change? The
Fund has an investment objective, which is described above, as well as
investment policies it follows to try to achieve its objective.
Additionally, the Fund uses certain investment techniques and strategies
in carrying out those investment policies. Except as indicated, the
investment objective and policies described above are fundamental
policies; the Fund's investment policies and practices described elsewhere
in this Prospectus or in the Statement of Additional Information are not
"fundamental" unless stated to be "fundamental".
Fundamental policies are those that cannot be changed without the
approval of a "majority" of the Fund's outstanding voting shares. The
term "majority" is defined in the Investment Company Act of 1940 to be a
particular percentage of outstanding voting shares (and this term is
explained in the Statement of Additional Information). The Fund's Board
of Directors may change non-fundamental policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus.
- Stock Investment Risks. Because the Fund normally invests a
substantial portion of its assets in stocks, the value of the Fund's
portfolio will be affected by changes in the stock markets. At times, the
stock markets can be volatile and stock prices can change substantially.
This market risk will affect the Fund's net asset value per share, which
will fluctuate as the values of the Fund's portfolio securities change.
Not all stock prices change uniformly or at the same time and not all
stock markets move in the same direction at the same time. Other factors
can affect a particular stock's prices, such as poor earnings reports by
an issuer, loss of major customers, major litigation against an issuer,
or changes in government regulations affecting an industry. Not all of
these factors can be predicted.
The Fund attempts to limit market risks by diversifying its
investments, that is, by not holding a substantial amount of the stock of
any one company and by not investing too great a percentage of the Fund's
assets in any one company. Because changes in market prices can occur at
any time, there is no assurance that the Fund will achieve its investment
objective, and when you redeem your shares, they may be worth more or less
than what you paid for them.
- Foreign Securities. The Fund may purchase foreign securities
that are listed on a domestic or foreign securities exchange or traded in
domestic or foreign over-the-counter markets. The Fund may also purchase
foreign securities represented by American Depository Receipts ("ADRs"),
European Depository Receipts ("EDRs") or Global Depository Receipts
("GDRs"), which are U.S. dollar denominated receipts that represent and
may be converted into the underlying security. ADRs, GDRs or EDRs are
issued by persons other than the underlying issuer, typically a domestic
bank or trust company. The Fund may invest in foreign securities that are
U.S. dollar-denominated debt obligations known as "Brady Bonds" and may
purchase sovereign debt instruments issued or guaranteed by foreign
governments or their agencies.
There is no limit to the amount of foreign securities the Fund may
acquire. Subject to the requirement that the Fund will normally invest
at least 65% of its assets in equity securities in at least three
different countries, one of which may be the United States, the Fund may
buy securities in any country, including emerging market countries. The
Fund presently intends not to invest more than 5% of its net assets in
companies located in Eastern European countries, but may invest in
companies located outside of such countries which conduct business in such
countries. The Fund will hold foreign currency only in connection with
the purchase or sale of foreign securities. As of November 30, 1995,
approximately 59% of the Fund's net assets were invested in foreign
securities.
- Foreign securities have special risks. There are special risks
in investing in foreign securities. Because the Fund may purchase
securities denominated in foreign currencies or traded primarily in
foreign markets, a change in the value of a foreign currency against the
U.S. dollar will result in a change in the U.S. dollar value of those
foreign securities. Investments in securities of issuers in emerging
market countries generally involve more risk and may be considered to be
highly speculative. Foreign issuers are not necessarily subject to
generally-accepted accounting, auditing and financial reporting principals
or other regulatory requirements comparable to those applicable to U.S.
issuers. If foreign securities are not registered for sale in the U.S.
under U.S. securities laws, the issuer does not have to comply with
disclosure requirements that U.S. companies are subject to. Securities
of many non-U.S. companies may be less liquid and their prices more
volatile than securities of comparable U.S. companies. The value of
foreign investments may be affected by other factors, including exchange
control regulations, expropriation or nationalization of a company's
assets, foreign taxes, delays in settlement of transactions, changes in
governmental, economic or monetary policy in the U.S. or abroad, or other
political and economic factors.
In addition, it is generally more difficult to obtain court
judgments outside the U.S. if the Fund were to sue a foreign issuer or
broker. Additional costs may be incurred because foreign brokerage
commissions are generally higher than U.S. rates, and there are additional
custodial costs associated with holding securities abroad. Issuers of the
stock of ADRs, EDRs or GDRs sponsored by banks or trust companies are not
obligated to disclose material information in the United States and
therefore, there may not be a correlation between such information and the
market value of such ADRs, EDRs or GDRs. There are special risks
associated with investments in sovereign debt obligations and Brady Bonds.
More information about the risks and potential rewards of investing in
foreign securities, including investment in emerging market countries,
sovereign debt obligations and Brady Bonds, is contained in the Statement
of Additional Information.
- Investment in Fixed-Income Securities. The Fund may invest up
to 35% of its total assets in debt obligations with remaining maturities
of one year or more of U.S. or foreign corporate, governmental or bank
issuers. Convertible fixed-income securities in which the Fund invests
are bonds, debentures or notes that may be converted into or exchanged for
a prescribed amount of common stock of the same or a different issue
within a particular period of time at a specified price or formula. The
Fund considers convertible securities to be "equity equivalents" because
of the conversion feature, and the security's rating has less impact on
the investment decision than in the case of non-convertible
securities.
The Fund's investments may include securities rated lower than
"Baa3" by Moody's Investors Service, Inc. ("Moody's") or "BBB-" by
Standard & Poor's Corporation ("Standard & Poor's")(commonly known as
"junk bonds"), or having comparable ratings by other rating organizations,
although it is the present intention of the Fund to invest no more than
5% of its assets in securities rated lower than Baa3/BBB-. High yield,
lower-grade securities often have speculative characteristics and special
risks that make them riskier investments than investment grade securities.
The Fund may invest in securities rated as low as "C" or "D". The Fund
does not intend to invest in bonds that are in default. See the Appendix
to the Statement of Additional Information for a more complete general
description of Moody's and Standard & Poor's ratings.
In addition to credit risks, described below, debt securities
are subject to changes in their value due to changes in prevailing
interest rates. When prevailing interest rates fall, the value of
already-issued debt securities generally rise. When interest rates rise,
the values of already-issued debt securities generally decline. The
magnitude of these fluctuations will often be greater for longer-term debt
securities than short-term debt securities. Changes in the value of
securities held by the Fund mean that the Fund's share prices can go up
or down when interest rates change because of the effect of the change on
the value of the Fund's portfolio of debt securities. Credit risk relates
to the ability of the issuer to meet interest or principal payments on a
security as they become due. Generally, higher yielding, lower grade
bonds are subject to credit risks to a greater extent than lower yielding,
investment-grade bonds.
- Warrants and Rights. Warrants basically are options to purchase
stock at set prices that are valid for a limited period of time. Rights
are similar to warrants but normally have a short duration and are
distributed directly by the issuer to its shareholders. The Fund may
invest up to 5% of its total assets in warrants or rights. However, the
Fund has undertaken that no more than 2% of its total assets may be
invested in warrants not listed on the New York or American Stock
Exchanges. For further details about these investments, please refer to
"Warrants and Rights" in the Statement of Additional Information.
- Portfolio Turnover. A change in the securities held by the Fund
is known as "portfolio turnover." The Fund ordinarily does not engage in
short-term trading to try to achieve its objective. As a result, the
Fund's portfolio turnover (excluding turnover of securities having a
maturity of one year or less) is not expected to be more than 100% each
year. The "Financial Highlights" table above, shows the Fund's portfolio
turnover rate during past fiscal years.
Portfolio turnover affects brokerage costs, dealer markups and other
transaction costs, and results in the Fund's realization of capital gains
or losses for tax purposes. It may also affect the Fund's ability to
qualify as a "regulated investment company" under the Internal Revenue
Code for tax deductions for dividends and capital gains distributions the
Fund pays to shareholders. The Fund qualified in its last fiscal year and
intends to do so in the coming year, although there is no guarantee that
it will qualify.
Other Investment Techniques and Strategies. The Fund may also use the
investment techniques and strategies described below. These techniques
involve certain risks. The Statement of Additional Information contains
more information about these practices, including limitations on their use
that may help to reduce some of the risks.
- Investing in Small, Unseasoned Companies. The Fund may invest in
securities of small, unseasoned companies. These are companies that have
been in continuous operation for less than three years, counting the
operations of any predecessors. Securities of these companies may have
limited liquidity (which means that the Fund may have difficulty selling
them at an acceptable price when it wants to) and the prices of these
securities may be volatile. As a non-fundamental policy, the Fund may not
invest more than 5% of its total assets in securities of small, unseasoned
issuers. See "Investing in Small, Unseasoned Companies" in the Statement
of Additional Information for a further discussion of the risks involved
in such investments.
- Hedging. As described below, the Fund may purchase and sell
financial futures contracts, foreign currency forward contracts, foreign
currency futures contracts, options on futures contracts and options on
currencies. These are all referred to as "hedging instruments." The Fund
does not use hedging instruments for speculative purposes, and has limits
on the use of them, described below. The hedging instruments the Fund may
use are described below and in greater detail in "Other Investment
Techniques and Strategies" in the Statement of Additional Information.
The Fund may buy and sell options, futures and forward contracts for
a number of purposes. It may do so to try to manage its exposure to the
possibility that the prices of its portfolio securities may decline, or
to establish a position in the securities market as a temporary substitute
for purchasing individual securities. Some of these strategies, such as
selling futures, buying puts and writing covered calls, hedge the Fund's
portfolio against price fluctuations.
Other hedging strategies, such as buying futures and call options,
tend to increase the Fund's exposure to the securities market. Forward
contracts are used to try to manage foreign currency risks on the Fund's
foreign investments. Foreign currency options are used to try to protect
against declines in the dollar value of foreign securities the Fund owns,
or to protect against an increase in the dollar cost of buying foreign
securities.
-Futures. The Fund may buy and sell financial futures contracts
(such as bond futures contracts and index futures contracts) and futures
contracts related to foreign currencies (these are called Forward
Contracts and are discussed below).
-Put and Call Options. The Fund may buy and sell put options (puts)
and call options (calls) on futures contracts and currencies. All options
purchased or sold by the Fund will be traded on a U.S. or foreign
commodities exchange or will result from separate, privately negotiated
transactions with a primary government securities dealer recognized by the
Board of Governors of the Federal Reserve System or with other broker-
dealers approved by the Fund's Board of Directors.
When the Fund writes (that is, sells) a call, it receives cash
(called a premium). The call gives the buyer the ability to buy the
investment on which the call was written from the Fund at the call price
during the period in which the call may be exercised. If the value of the
investment does not rise above the call price, it is likely that the call
will lapse without being exercised, while the Fund keeps the cash premium
(and the investment). Each call the Fund writes must be "covered" while
it is outstanding. That means the Fund must own the investment on which
the call was written or it must own other securities that are acceptable
for the escrow arrangements required for calls. The Fund may write calls
on futures contracts it owns, but these calls must be covered by
securities or other liquid assets the Fund owns and segregated to enable
it to satisfy its obligations if the call is exercised.
The Fund may purchase and sell put options. Buying a put on an
investment gives the Fund the right to sell the investment at a set price
to a seller of a put on that investment. The Fund can buy only those puts
that relate to securities that the Fund owns, foreign currencies or
futures. The Fund can buy a put on a future whether or not the Fund owns
the particular future in its portfolio. The Fund may write puts on
securities, foreign currencies or futures, but only if those puts are
covered by segregated liquid assets.
-Forward Contracts. Forward contracts are foreign currency exchange
contracts. They are used to buy or sell foreign currency for future
delivery at a fixed price. The Fund uses them to try to "lock in" the
U.S. dollar price of a security denominated in a foreign currency that the
Fund has bought or sold, or to protect against possible losses from
changes in the relative values of the U.S. dollar and foreign currency.
The Fund limits its exposure in foreign currency exchange contracts in a
particular foreign currency to the amount of its assets denominated in
that currency or denominated in a closely-correlated currency.
-Hedging instruments can be volatile investments and may involve
special risks. The use of hedging instruments requires special skills and
knowledge of investment techniques that are different than what is
required for normal portfolio management. If the Manager uses a hedging
instrument at the wrong time or judges market conditions incorrectly,
hedging strategies may reduce the Fund's return. The Fund could also
experience losses if the prices of its futures and options positions were
not correlated with its other investments or if it could not close out a
position because of an illiquid market for the future or option.
Options trading involves the payment of premiums and has special tax
effects on the Fund. There are also special risks in particular hedging
strategies. If a covered call written by the Fund is exercised on an
investment that has increased in value, the Fund will be required to sell
the investment at the call price and will not be able to realize any
profit if the investment has increased in value above the call price. In
writing a put, there is a risk that the Fund may be required to buy the
underlying security at a disadvantageous price. The use of forward
contracts may reduce the gain that would otherwise result from a change
in the relationship between the U.S. dollar and a foreign currency. To
limit its exposure in foreign currency exchange contracts, the Fund limits
its exposure to the amount of its assets denominated in the foreign
currency. These risks are described in greater detail in the Statement
of Additional Information.
- Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Directors, the Manager
determines the liquidity of certain of the Fund's investments. Investments
may be illiquid because of the absence of an active trading market, making
it difficult to value them or dispose of them promptly at an acceptable
price. A restricted security is one that has a contractual restriction on
its resale or which cannot be sold publicly until it is registered under
the Securities Act of 1933. As a matter of fundamental policy, the Fund
will not invest more than 15% of its total assets in illiquid securities,
including restricted securities. Notwithstanding the foregoing, to comply
with a state's securities laws, the Fund has agreed to limit investments
in restricted securities to 5% of its total assets, although this
restriction is not a fundamental policy of the Fund. The Fund's percentage
limitation on illiquid and restricted investments does not apply to
certain restricted securities that are eligible for resale to qualified
institutional purchasers.
- Loans of Portfolio Securities. The Fund may lend its portfolio
securities to certain types of eligible borrowers approved by the Board
of Directors. Each loan must be collateralized in accordance with
applicable regulatory requirements. After any loan, the value of the
securities loaned is not expected to exceed 33-1/3% of the value of the
total assets of the Fund. Other conditions to which loans are subject are
described in the Statement of Additional Information. There are some
risks in connection with securities lending. The Fund might experience
a delay in receiving additional collateral to secure a loan or a delay in
recovery of the loaned securities.
- Repurchase Agreements. The Fund may enter into repurchase
agreements to generate income for liquidity purposes to meet anticipated
redemptions, or pending the investment of proceeds from sales of Fund
shares or settlement of purchases of portfolio investments. In a
repurchase transaction, the Fund buys a security and simultaneously sells
it to the vendor for delivery at a future date. Repurchase agreements must
be fully collateralized. However, if the vendor fails to pay the resale
price on the delivery date, the Fund may incur costs in disposing of the
collateral and may experience losses if there is any delay in its ability
to do so. Investment in repurchase agreements having a maturity beyond
seven days is subject to the limitations set forth above under "Illiquid
and Restricted Securities." There is no limit on the amount of the Fund's
net assets that may be subject to repurchase agreements of seven days or
less.
- "When-Issued" and Delayed Delivery Transactions. The Fund may
purchase securities on a "when-issued" basis and may purchase or sell
securities on a "delayed delivery" basis or on a "firm commitment" basis.
These terms refer to securities that have been created and for which a
market exists, but which are not available for immediate delivery. The
Fund does not intend to make such purchases for speculative purposes.
During the period between the purchase and settlement, the underlying
securities are subject to market fluctuations and no interest accrues
prior to delivery of the securities.
Other Investment Restrictions. The Fund has other investment
restrictions which are fundamental policies. Under these fundamental
policies, the Fund cannot do any of the following:
- With respect to 75% of its total assets, invest more than 5% of the
value of its total assets in the securities of any one issuer;
- With respect to 75% of its total assets, purchase more than 10% of
the voting securities of any one issuer (this restriction does not apply
to U.S. government securities);
- Concentrate its investments in any particular industry, but if deemed
appropriate for attaining its investment objective, the Fund may invest
up to 25% of its total assets (valued at the time of investment) in any
one industry classification used by the Fund for investment purposes (for
this purpose, a foreign government is considered an industry) (this
restriction does not apply to U.S. government securities);
- Borrow money in excess of 33-1/3% of the value of the Fund's total
assets; the Fund may borrow only from banks and only as a temporary
measure for extraordinary or emergency purposes and will make no
additional investments while such borrowings exceed 5% of the total
assets; or
- Invest more than 15% of the Fund's total assets in illiquid
securities, including securities for which there is no readily available
market, repurchase agreements which have a maturity of longer than seven
days, securities subject to legal or contractual restrictions and certain
over-the-counter options (the Fund has undertaken as a non-fundamental
policy, in connection with the qualification of its shares for sale in a
state, to limit investments in restricted securities to 5% of its total
assets). Notwithstanding this restriction on illiquid securities, the
Fund may purchase securities which are not registered under the Securities
Act of 1933 but which can be sold to "qualified institutional buyers" in
accordance with Rule 144A under that Act. Any such security will not be
considered illiquid, provided that the Sub-Adviser, under guidelines
established by the Fund's Board of Directors, determines that an adequate
trading market exists for that security.
All of the percentage restrictions described above and elsewhere in
this Prospectus and in the Statement of Additional Information apply only
at the time the Fund purchases a security, and the Fund need not dispose
of a security merely because the size of the Fund's assets has changed or
the security has increased in value relative to the size of the Fund.
There are other fundamental policies discussed in the Statement of
Additional Information.
How the Fund is Managed
Organization and History. The Fund was incorporated in Maryland on
April 26, 1990. The Fund is an open-end, diversified management
investment company.
The Fund is governed by a Board of Directors, which is responsible
for protecting the interests of shareholders under Maryland law. The
Directors meet periodically throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager
and the Sub-Adviser. "Directors and Officers of the Fund" in the
Statement of Additional Information names the Directors and officers of
the Fund and provides more information about them. Although the Fund will
not normally hold annual meetings of its shareholders, it may hold
shareholder meetings from time to time on important matters, and
shareholders have the right to call a meeting to remove a Director or to
take other action described in the Fund's Articles of Incorporation.
The Board of Directors has the power, without shareholder approval,
to divide unissued shares of the Fund into two or more classes. The Board
has done so, and the Fund currently has three classes of shares, Class A,
Class B and Class C. All classes invest in the same investment portfolio.
Each class has its own dividends and distributions and pays certain
expenses which may be different for the different classes. Each class may
have a different net asset value. Each share has one vote at shareholder
meetings, with fractional shares voting proportionally on matters
submitted to the vote of shareholders. Only shares of a particular class
vote as a class on matters that affect that class alone. Shares are
freely transferrable.
The Manager. The Fund is managed by the Manager, OppenheimerFunds, Inc.,
which supervises the Fund's investment program and handles its day-to-day
business. The Manager carries out its duties, subject to the policies
established by the Board of Directors, under an Investment Advisory
Agreement with the Fund which states the Manager's responsibilities. The
Agreement sets forth the fees paid by the Fund to the Manager and
describes the expenses that the Fund pays to conduct its business.
The Manager has operated as an investment adviser since 1959. The
Manager (including a subsidiary) currently manages investment companies,
including other Oppenheimer funds, with assets of more than $50 billion
as of March 1, 1996, and with more than 2.8 million shareholder accounts.
The Manager is owned by Oppenheimer Acquisition Corp., a holding company
that is owned in part by senior officers of the Manager and controlled by
Massachusetts Mutual Life Insurance Company.
The Sub-Adviser. The Manager has retained OpCap Advisors, the Sub-
Adviser, to provide day-to-day portfolio management of the Fund. The Sub-
Adviser is a majority-owned subsidiary of Oppenheimer Capital, a
registered investment adviser, whose employees perform all investment
advisory services provided to the Fund by the Sub-Adviser. Oppenheimer
Financial Corp., a holding company, holds a 33% interest in Oppenheimer
Capital. Oppenheimer Capital, L.P., a Delaware limited partnership whose
units are traded on The New York Stock Exchange and of which Oppenheimer
Financial Corp. is the sole general partner, owns the remaining 67%
interest. Oppenheimer Capital has operated as an investment adviser since
1968. The Manager is not related to Oppenheimer Capital nor its
affiliate, the brokerage firm Oppenheimer & Co., Inc.
Prior to November 22, 1995, OpCap Advisors was named Quest for Value
Advisors and was the investment adviser to the Fund. Effective as of such
date, the Manager acquired the investment advisory and other contracts and
business relationships and certain assets and liabilities of Quest for
Value Advisors, Quest for Value Distributors and Oppenheimer Capital
relating to twelve Quest for Value mutual funds, including the Fund.
Pursuant to this acquisition and Fund shareholder approval received on
November 3, 1995, the Fund entered into the following agreements on
November 22, 1995: the Investment Advisory Agreement between the Fund and
the Manager, the Administration Agreement between the Fund and the Manager
and the distribution and service plans and agreements between the Fund and
the Distributor. Further, the Manager entered into a Subadvisory
agreement with the Sub-Adviser for the benefit of the Fund. These
agreements are described below.
- Portfolio Managers. The Fund's portfolio managers, Richard J.
Glasebrook, II and Pierre Daviron, are employed by the Sub-Adviser and are
primarily responsible for the selection of the Fund's domestic and foreign
investments, respectively. Mr. Glasebrook, who is also a Managing
Director of Oppenheimer Capital, has been portfolio manager of the Fund
since 1991. Mr. Daviron, also President and Chief Investment Officer of
Oppenheimer Capital International, a division of Oppenheimer Capital, was
named portfolio manager of the Fund in 1993. Previously, Mr. Daviron was
Chairman and Chief Executive Officer at Indosuez Gartmore Asset
Management, a division of Banque Indosuez, Paris, France; prior thereto
he was a Managing Director in Mergers and Acquisitions at J.P. Morgan.
The Sub-Adviser's equity investment policy is overseen by George
Long, Managing Director and Chief Investment Officer for Oppenheimer
Capital, the parent of the Sub-Adviser. Mr. Long has been with
Oppenheimer Capital since 1981.
- Fees and Expenses. Under the Investment Advisory Agreement, the
Fund pays the Manager the following annual fees, which decline on
additional assets as the Fund grows: 0.75% of the first $400 million of
average net assets, 0.70% of the next $400 million, and 0.65% of net
assets in excess of $800 million. This management fee may be higher than
that paid by most other investment companies. The Fund pays expenses
related to its daily operations, such as custodian fees, Trustees' fees,
transfer agency fees, legal and auditing costs; the Fund also reimburses
the Manager for bookkeeping and accounting services performed on behalf
of the Fund. Those expenses are paid out of the Fund's assets and are not
paid directly by shareholders. However, those expenses reduce the net
asset value of shares, and therefore are indirectly borne by shareholders
through their investment. More information about the Investment Advisory
Agreement and the other expenses paid by the Fund is contained in the
Statement of Additional Information.
The Manager pays the Sub-Adviser an annual fee based on the
average daily net assets of the Fund equal to 40% of the advisory fee (and
administration fee, described below) collected by the Manager based on the
total net assets of the Fund as of November 22, 1995 (the "Base Amount")
plus 30% of the investment advisory fee collected by the Manager based on
the total net assets of the Fund that exceed the Base Amount.
Pursuant to an Administration Agreement with the Fund, the Manager
provides administrative services and manages the business affairs of the
Fund. For these services, the Fund pays the Manager a fee at the annual
rate of 0.25% of average daily net assets of the Fund. The Administration
Agreement is described in the Statement of Additional Information.
The Sub-Adviser may select its affiliate Oppenheimer & Co., Inc.
("Opco"), a registered broker-dealer, to execute transactions for the
Fund, provided that the commissions, fees or other remuneration received
by Opco are reasonable and fair compared to those paid to other brokers
in connection with comparable transactions. When selecting broker-dealers
other than Opco, the Sub-Adviser may consider their record of sales of
shares of the Fund. Further information about the Fund's brokerage
policies and practices is set forth in "Brokerage Policies of the Fund"
in the Statement of Additional Information.
- The Distributor. The Fund's shares are sold through dealers and
brokers that have a sales agreement with OppenheimerFunds Distributor,
Inc., a subsidiary of the Manager that acts as the Fund's Distributor.
The Distributor also distributes the shares of the other Oppenheimer funds
managed by the Manager (with the Fund, the "Oppenheimer funds") and is
sub-distributor for funds managed by a subsidiary of the Manager.
- The Transfer Agent. The Fund's transfer agent is
OppenheimerFunds Services, a division of the Manager, which acts as the
shareholder servicing agent for the Fund. It also acts as the shareholder
servicing agent for certain other Oppenheimer funds. Shareholders should
direct inquiries about their accounts to the Transfer Agent at the address
and toll-free number shown below in this Prospectus and on the back
cover.
Performance of the Fund
Explanation of Performance Terminology. The Fund uses the terms "total
return" and "average annual total return" to illustrate its performance.
The performance of each class of shares is shown separately, because the
performance of each class will usually be different as a result of the
different kinds of expenses each class bears. These returns measure the
performance of a hypothetical investment in the Fund over various periods,
and do not show the performance of each shareholder's investment (which
will vary if dividends are received in cash, or shares are sold or
purchased). The Fund's performance information may help you see how well
your investment in the Fund has done over time and to compare it to other
funds or market indices, as we have done below.
It is important to understand that the Fund's total returns
represent past performance and should not be considered to be predictions
of future returns or performance. This performance data is described
below, but more detailed information about how total returns are
calculated is contained in the Statement of Additional Information, which
also contains information about other ways to measure and compare the
Fund's performance. The Fund's investment performance will vary over time,
depending on market conditions, the composition of the portfolio, expenses
and which class of shares you purchase.
- Total Returns. There are different types of total returns used
to measure the Fund's performance. Total return is the change in value
of a hypothetical investment in the Fund over a given period, assuming
that all dividends and capital gains distributions are reinvested in
additional shares. The cumulative total return measures the change in
value over the entire period (for example, ten years). An average annual
total return shows the average rate of return for each year in a period
that would produce the cumulative total return over the entire period.
However, average annual total returns do not show the Fund's actual year-
by-year performance.
When total returns are quoted for Class A shares, they reflect the
payment of the current maximum initial sales charge. When total returns
are shown for Class B shares, they reflect the effect of the contingent
deferred sales charge that applies to the period for which total return
is shown. When total returns are shown for a one-year period (or less)
for Class C shares, they reflect the effect of the contingent deferred
sales charge. Total returns may also be quoted at net asset value,
without including the sales charge, and those returns would be reduced if
sales charges were deducted.
How Has the Fund Performed? Below is a discussion by the Manager of the
Fund's performance during its last fiscal year ended November 30, 1995,
followed by a graphical comparison of the Fund's performance to an
appropriate broad-based stock market index. Prior to November 22, 1995,
the Fund was known as Quest for Value Global Equity Fund, Inc. and the
Sub-Adviser was the Fund's investment adviser.
- Management's Discussion of Performance. During the Fund's fiscal
year ended November 30, 1995, the domestic stock market outperformed the
major foreign stock markets. The Fund's performance benefited from its
equity holdings of companies located in the United States although a
substantial portion of the Fund's assets were invested in Europe. During
the past fiscal year, the Manager utilized two strategic moves that had
a positive impact on the Fund's performance. First, during early 1995,
the Manager reduced the Fund's holdings of Japanese securities largely in
response to their high market valuations. Holdings of these securities
were gradually increased over the year when prices were deemed attractive,
especially in the technology sector. Second, the Manager considered the
potential value of securities issued by companies located in the Pacific
Basin outside of Japan and during the course of the year re-established
a position in countries located there, such as South Korea, Malaysia,
Singapore and Taiwan.
- Comparing the Fund's Performance to the Market. The graphs below
show the performance of a hypothetical $10,000 investment in Class A,
Class B and Class C shares of the Fund held until November 30, 1995. In
the case of Class A shares, performance is measured from the commencement
of operations (July 2, 1990) and in the case of Class B and Class C
shares, performance is measured from the inception of the class (September
1, 1993).
The Fund's performance is compared to the performance of the Morgan
Stanley World Index, an unmanaged index of issuers listed on the stock
exchanges of 20 foreign countries and the United States, which is widely
recognized as a measure of global stock market performance. Index
performance reflects the reinvestment of dividends but does not consider
the effect of capital gains or transaction costs, and none of the data
below shows the effect of taxes. The Fund's performance reflects the
reinvestment of all dividends and capital gains distributions, and the
effect of Fund business and operating expenses. While index comparisons
may be useful to provide a benchmark for the Fund's performance, it must
be noted that the Fund's investments are not limited to the securities in
the Morgan Stanley World Index. Moreover, the index performance data does
not reflect any assessment of the risk of the investments included in the
index.
Oppenheimer Quest Global Value Fund, Inc.
Comparison of Change in Value
of $10,000 Hypothetical Investments
in Oppenheimer Quest Global Value Fund, Inc. and
the Morgan Stanley World Index
(Graph)
Past performance is not predictive of future performance.
Average Annual Total Returns
of the Fund at 11/30/95
Class A Shares(1)
1-Year 5-Year Life
12.87% 11.52% 7.95%
Class B Shares(2)
1-Year Life
14.12% 9.77%
Class C Shares (2)
1-Year Life
17.90% 10.83%
_____________________
The average annual total returns and the ending account value in the graph
reflect reinvestment of all dividends and capital gains distributions.
(1) The commencement of operations of the Fund (Class A shares) was July
2, 1990. Class A returns are shown net of the current applicable 5.75%
maximum initial sales charge.
(2) Class B shares and Class C of the Fund were first publicly offered on
9/02/93. The average annual total returns reflect reinvestment of all
dividends and capital gains distributions and as to Class B shares are
shown net of the applicable 5% and 3% contingent deferred sales charges,
respectively, for the 1-year period and life-of-the-class. As to Class
C shares, average annual total returns are shown net of the applicable 1%
contingent deferred sales charge for the 1-year period; after one year,
such sales charge is not applicable. The ending account for Class B
shares value in the graph is net of the applicable 3% contingent deferred
sales charge.
Graphs are not drawn to same scale.
<PAGE>
ABOUT YOUR ACCOUNT
How to Buy Shares
Classes of Shares. The Fund offers the individual investor three
different classes of shares. The different classes of shares represent
investments in the same portfolio of securities but are subject to
different expenses and will likely have different share prices.
- Class A Shares. If you buy Class A shares, you may pay an initial
sales charge on investments up to $1 million (up to $500,000 for purchases
by OppenheimerFunds prototype 401(k) plans). If you purchase Class A
shares as part of an investment of at least $1 million ($500,000 for
OppenheimerFunds prototype 401(k) plans) in shares of one or more
Oppenheimer funds or Former Quest for Value Funds (as defined below), you
will not pay an initial sales charge, but if you sell any of those shares
within 18 months of buying them, you may pay a contingent deferred sales
charge in an amount that depends upon when you bought such shares. The
amount of that sales charge will vary depending on the amount you
invested. Class A shares of the Fund purchased subject to a contingent
deferred sales charge prior to November 24, 1995 will be subject to a
contingent deferred sales charge at the applicable rate set forth in
Appendix A to this prospectus. Sales charges are described in "Buying
Class A Shares" below.
- Class B Shares. If you buy Class B shares, you pay no sales
charge at the time of purchase, but if you sell your shares within six
years you will normally pay a contingent deferred sales charge that
varies, depending on how long you have owned your shares. It is described
in "Buying Class B Shares" below.
- Class C Shares. When you buy Class C shares, you pay no sales
charge at the time of purchase, but if you sell your shares within 12
months of buying them, you will normally pay a contingent deferred sales
charge of 1%. It is described in "Buying Class C Shares" below.
Which Class of Shares Should You Choose? Once you decide that the Fund
is an appropriate investment for you, the decision as to which class of
shares is better suited to your needs depends on a number of factors which
you should discuss with your financial advisor. The Fund's operating
costs that apply to a class of shares and the effect of the different
types of sales charges on your investment will vary your investment
results over time. The most important factors are how much you plan to
invest and how long you plan to hold your investment. If your goals and
objectives change over time and you plan to purchase additional shares,
you should re-evaluate those factors to see if you should consider another
class of shares.
In the following discussion, to help provide you and your financial
advisor with a framework in which to choose a class, we have made some
assumptions using a hypothetical investment in the Fund. We used the
sales charge rates that apply to each class, and considered the effect of
the asset-based sales charges on Class B and Class C expenses (which will
affect your investment return). For the sake of comparison, we have
assumed that there is a 10% rate of appreciation in the investment each
year. Of course, the actual performance of your investment cannot be
predicted and will vary, based on the Fund's actual investment returns and
the operating expenses borne by each class of shares, and which class of
shares you invest in.
The factors discussed below are not intended to be investment advice
or recommendations, because each investor's financial considerations are
different. The discussion below of the factors to consider in purchasing
a particular class of shares assumes that you will purchase only one class
of shares and not a combination of shares of different classes.
- How Long Do You Expect to Hold Your Investment? While future
financial needs cannot be predicted with certainty, knowing how long you
expect to hold your investment will assist you in selecting the
appropriate class of shares. Because of the effect of class-based
expenses, your choice will also depend on how much you plan to invest.
For example, the reduced sales charges available for larger purchases of
Class A shares may, over time, offset the effect of paying an initial
sales charge on your investment (which reduces the amount of your
investment dollars used to buy shares for your account), compared to the
effect over time of higher class-based expenses on Class B or Class C
shares for which no initial sales charge is paid.
Investing for the Short Term. If you have a short-term investment
horizon (that is, you plan to hold your shares for not more than six
years), you should probably consider purchasing Class A or Class C shares
rather than Class B shares, because of the effect of the Class B
contingent deferred sales charge if you redeem within 6 years, as well as
the effect of the Class B asset-based sales charge on the investment
return for that class in the short-term. Class C shares might be the
appropriate choice (especially for investments of less than $100,000),
because there is no initial sales charge on Class C Shares, and the
contingent deferred sales charge does not apply to amounts you sell after
holding them one year.
However, if you plan to invest more than $100,000 for the shorter
term, then the more you invest and the more your investment horizon
increases toward six years, Class C shares might not be as advantageous
as Class A shares. That is because the annual asset-based sales charge
on Class C shares will have a greater impact on your account over the
longer term than the reduced front-end sales charge available for larger
purchases of Class A shares. For example, Class A might be more
advantageous than Class C (as well as Class B) for investments of more
than $100,000 expected to be held for 5 or 6 years (or more). For
investments over $250,000 expected to be held 4 to 6 years (or more),
Class A shares may become more advantageous than Class C (and Class B).
If investing $500,000 or more, Class A may be more advantageous as your
investment horizon approaches 3 years or more.
And for most investors who invest $1 million or more, in most cases
Class A shares will be the most advantageous choice, no matter how long
you intend to hold your shares. For that reason, the Distributor normally
will not accept purchase orders of $500,000 or $1 million or more of Class
B or Class C shares, respectively, from a single investor.
Investing for the Longer Term. If you are investing for the longer
term, for example, for retirement, and do not expect to need access to
your money for seven years or more, Class B shares may be an appropriate
consideration, if you plan to invest less than $100,000. If you plan to
invest more than $100,000 over the long term, Class A shares will likely
be more advantageous than Class B or Class C shares, as discussed above,
because of the effect of the expected lower expenses for Class A shares
and the reduced initial sales charges available for larger investments in
Class A shares under the Fund's Right of Accumulation.
Of course, these examples are based on approximations of the effect
of current sales charges and expenses on a hypothetical investment over
time, using the assumed annual performance return stated above, and
therefore should not be relied on as rigid guidelines.
- Are There Differences in Account Features That Matter to You?
Because some account features may not be available for Class B or Class
C shareholders, you should carefully review how you plan to use your
investment account before deciding which class of shares is better for
you. For example, share certificates are not available for Class B or
Class C shares, and if you are considering using your shares as collateral
for a loan, that may be a factor to consider. Additionally, dividends
payable to Class B and Class C shareholders will be reduced by the
additional expenses borne solely by those classes, such as the asset-based
sales charges described below and in the Statement of Additional
Information.
- How Does It Affect Payments to My Broker? A salesperson, such as
a broker, or any other person who is entitled to receive compensation for
selling Fund shares may receive different compensation for selling one
class rather than another class. It is important that investors
understand that the purpose of the contingent deferred sales charges and
asset-based sales charges for Class B and Class C shares are the same as
the purpose of the front-end sales charge on sales of Class A shares: to
compensate the Distributor for commissions it pays to dealers and
financial institutions for selling shares.
How Much Must You Invest? You can open a Fund account with a minimum
initial investment of $1,000 and make additional investments at any time
with as little as $25. There are reduced minimum investments under special
investment plans:
With Asset Builder Plans, Automatic Exchange Plans, 403(b)(7)
custodial plans and military allotment plans, you can make initial and
subsequent investments of as little as $25; and subsequent purchases of
at least $25 can be made by telephone through AccountLink.
Under pension and profit-sharing plans and Individual Retirement
Accounts (IRAs), you can make an initial investment of as little as $250
(if your IRA is established under an Asset Builder Plan, the $25 minimum
applies), and subsequent investments may be as little as $25.
There is no minimum investment requirement if you are buying shares
by reinvesting dividends from the Fund or other Oppenheimer funds (a list
of them appears in the Statement of Additional Information, or you can ask
your dealer or call the Transfer Agent), or by reinvesting distributions
from unit investment trusts that have made arrangements with the
Distributor.
- How Are Shares Purchased? You can buy shares several ways: through
any dealer, broker or financial institution that has a sales agreement
with the Distributor, directly through the Distributor, or automatically
from your bank account through an Asset Builder Plan under the
OppenheimerFunds AccountLink service. When you buy shares, be sure to
specify Class A, Class B or Class C shares. If you do not choose, your
investment will be made in Class A shares.
- Buying Shares Through Your Dealer. Your dealer will place your
order with the Distributor on your behalf.
- Buying Shares Through the Distributor. Complete an
OppenheimerFunds New Account Application and return it with a check
payable to "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270,
Denver, Colorado 80217. If you don't list a dealer on the application,
the Distributor will act as your agent in buying the shares. However, we
recommend that you discuss your investment first with a financial advisor,
to be sure it is appropriate for you.
- Buying Shares Through OppenheimerFunds AccountLink. You can use
AccountLink to link your Fund account with an account at a U.S. bank or
other financial institution that is an Automated Clearing House (ACH)
member, to transmit funds electronically to purchase shares, to have the
Transfer Agent send redemption proceeds, or to transmit dividends and
distributions.
Shares are purchased for your account on AccountLink on the regular
business day the Distributor is instructed by you to initiate the ACH
transfer to buy shares. You can provide those instructions automatically,
under an Asset Builder Plan, described below, or by telephone instructions
using OppenheimerFunds PhoneLink, also described below. You should
request AccountLink privileges on the application or dealer settlement
instructions used to establish your account. Please refer to "AccountLink"
below for more details.
- Asset Builder Plans. You may purchase shares of the Fund (and up
to four other Oppenheimer funds) automatically each month from your
account at a bank or other financial institution under an Asset Builder
Plan with AccountLink. Details are on the Application and in the Statement
of Additional Information.
- At What Price Are Shares Sold? Shares are sold at the public
offering price based on the net asset value (and any initial sales charge
that applies) that is next determined after the Distributor receives the
purchase order in Denver, Colorado. In most cases, to enable you to
receive that day's offering price, the Distributor must receive your order
by the time of day The New York Stock Exchange closes, which is normally
4:00 P.M., New York time, but may be earlier on some days (all references
to time in this Prospectus mean "New York time"). The net asset value of
each class of shares is determined as of that time on each day The New
York Stock Exchange is open (which is a "regular business day").
If you buy shares through a dealer, the dealer must receive your
order by the close of business of The New York Stock Exchange on a regular
business day and transmit it to the Distributor so that it is received
before the Distributor's close of business that day, which is normally
5:00 P.M. The Distributor may reject any purchase order for the Fund's
shares, in its sole discretion.
Special Sales Charge Arrangements for Certain Persons. Appendix A to
this Prospectus sets forth conditions for the waiver of, or exemption
from, sales charges or the special sales charge rates that apply to
shareholders of the Former Quest for Value Funds (as defined in that
Appendix), including the Fund.
Buying Class A Shares. Class A shares are sold at their offering price,
which is normally net asset value plus an initial sales charge. However,
in some cases, described below, where purchases are not subject to an
initial sales charge, the offering price may be net asset value. In some
cases, reduced sales charges may be available, as described below. Out
of the amount you invest, the Fund receives the net asset value to invest
for your account. The sales charge varies depending on the amount of your
purchase. A portion of the sales charge may be retained by the
Distributor and allocated to your dealer as commission. The current sales
charge rates and commissions paid to dealers and brokers are as follows:
- -------------------------------------------------------------------------
Front-End Sales Charge Commission
As a Percentage of as Percentage
Offering Amount of Offering
Amount of Purchase Price Invested Price
- ------------------------------------------------------------------------
Less than $25,000 5.75% 6.10% 4.75%
$25,000 or more but
less than $50,000 5.50% 5.82% 4.75%
$50,000 or more but
less than $100,000 4.75% 4.99% 4.00%
$100,000 or more but
less than $250,000 3.75% 3.90% 3.00%
$250,000 or more but
less than $500,000 2.50% 2.56% 2.00%
$500,000 or more but
less than $1 million 2.00% 2.04% 1.60%
The Distributor reserves the right to reallow the entire commission to
dealers. If that occurs, the dealer may be considered an "underwriter"
under Federal securities laws.
- Class A Contingent Deferred Sales Charge. There is no initial
sales charge on purchases of Class A shares of any one or more of the
Oppenheimer funds in the following cases:
- Purchases aggregating $1 million or more, or
- Purchases by an OppenheimerFunds prototype 401(k) plan that: (1)
buys shares costing $500,000 or more, or (2) has, at the time of
purchase, 100 or more eligible participants, or (3) certifies that it
projects to have annual plan purchases of $200,000 or more.
Shares of any class of the Oppenheimer funds that offer only one
class of shares that has no designation are considered "Class A shares"
for this purpose. The Distributor pays dealers of record commissions on
those purchases in an amount equal to the sum of 1.0% of the first $2.5
million, plus 0.50% of the next $2.5 million, plus 0.25% of purchases over
$5 million. That commission will be paid only on the amount of those
purchases in excess of $1 million ($500,000 for purchases by
OppenheimerFunds 401(k) prototype plans) that were not previously subject
to a front-end sales charge and dealer commission.
If you redeem any of those shares within 18 months of the end of the
calendar month of their purchase, a contingent deferred sales charge
(called the "Class A contingent deferred sales charge") will be deducted
from the redemption proceeds. That sales charge will be equal to 1.0% of
either (1) the aggregate net asset value of the redeemed shares (not
including shares purchased by reinvestment of dividends or capital gain
distributions) or (2) the original cost of the shares, whichever is less.
However, the Class A contingent deferred sales charge will not exceed the
aggregate commissions the Distributor paid to your dealer on all Class A
shares of all Oppenheimer funds you purchased subject to the Class A
contingent deferred sales charge. Class A shares of the Fund purchased
subject to a contingent deferred sales charge prior to November 24, 1995
will be subject to a contingent deferred sales charge at the applicable
rate set forth in Appendix A to this Prospectus.
In determining whether a contingent deferred sales charge is payable,
the Fund will first redeem shares that are not subject to the sales
charge, including shares purchased by reinvestment of dividends and
capital gains, and then will redeem other shares in the order that you
purchased them. The Class A contingent deferred sales charge is waived
in certain cases described in "Waivers of Class A Sales Charges" below.
No Class A contingent deferred sales charge is charged on exchanges
of shares under the Fund's exchange privilege (described below). However,
if the shares acquired by exchange are redeemed within 18 months of the
end of the calendar month of the purchase of the exchanged shares, the
sales charge will apply.
- Special Arrangements With Dealers. The Distributor may advance up
to 13 months' commissions to dealers that have established special
arrangements with the Distributor for Asset Builder Plans for their
clients. Dealers whose sales of Class A shares of Oppenheimer funds
(other than money market funds) under OppenheimerFunds-sponsored 403(b)(7)
custodial plans exceed $5 million per year (calculated per quarter), will
receive monthly one-half of the Distributor's retained commissions on
those sales, and if those sales exceed $10 million per year, those dealers
will receive the Distributor's entire retained commission on those sales.
Reduced Sales Charges for Class A Share Purchases. You may be eligible
to buy Class A shares at reduced sales charge rates in one or more of the
following ways:
- Right of Accumulation. To qualify for the lower sales charge rates
that apply to larger purchases of Class A shares, you and your spouse can
add together Class A and Class B shares you purchase for your individual
accounts, or jointly, or for trust or custodial accounts on behalf of your
children who are minors. A fiduciary can count all shares purchased for
a trust, estate or other fiduciary account (including one or more employee
benefit plans of the same employer) that has multiple accounts.
Additionally, you can add together current purchases of Class A and
Class B shares of the Fund and other Oppenheimer funds to reduce the sales
charge rate that applies to current purchases of Class A shares. You can
also count Class A and Class B shares of Oppenheimer funds you previously
purchased subject to an initial or contingent deferred sales charge to
reduce the sales charge rate for current purchases of Class A shares,
provided that you still hold that investment in one of the Oppenheimer
funds. The value of those shares will be based on the greater of the
amount you paid for the shares or their current value (at offering price).
The Oppenheimer funds are listed in "Reduced Sales Charges" in the
Statement of Additional Information, or a list can be obtained from the
Transfer Agent. The reduced sales charge will apply only to current
purchases and must be requested when you buy your shares.
- Letter of Intent. Under a Letter of Intent, if you purchase Class
A shares or Class A and Class B shares of the Fund and other Oppenheimer
funds during a 13-month period, you can reduce the sales charge rate that
applies to your purchases of Class A shares. The total amount of your
intended purchases of both Class A and Class B shares will determine the
reduced sales charge rate for the Class A shares purchased during that
period. This can include purchases made up to 90 days before the date of
the Letter. More information is contained in the Application and in
"Reduced Sales Charges" in the Statement of Additional Information.
- Waivers of Class A Sales Charges. The Class A sales charges are
not imposed in the circumstances described below. There is an explanation
of this policy in "Reduced Sales Charges" in the Statement of Additional
Information.
Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers. Class A shares purchased by the following investors are not
subject to any Class A sales charges:
- the Manager or its affiliates;
- present or former officers, directors, trustees and employees (and
their "immediate families" as defined in "Reduced Sales Charges" in the
Statement of Additional Information) of the Fund, the Manager and its
affiliates, and retirement plans established by them for their employees;
- registered management investment companies, or separate accounts
of insurance companies having an agreement with the Manager or the
Distributor for that purpose;
- dealers or brokers that have a sales agreement with the
Distributor, if they purchase shares for their own accounts or for
retirement plans for their employees;
- employees and registered representatives (and their spouses) of
dealers or brokers described above or financial institutions that have
entered into sales arrangements with such dealers or brokers (and are
identified to the Distributor) or with the Distributor; the purchaser must
certify to the Distributor at the time of purchase that the purchase is
for the purchaser's own account (or for the benefit of such employee's
spouse or minor children);
- dealers, brokers or registered investment advisers that have
entered into an agreement with the Distributor (1) providing specifically
for the use of shares of the Fund in particular investment products made
available to their clients (those clients may be charged a transaction fee
by their dealer, broker or adviser for the purchase or sale of Fund
shares) or (2) to sell shares to defined contribution employee retirement
plans for which the dealer, broker or investment adviser provides
administrative services;
- directors, trustees, officers or full time employees of OpCap
Advisors or its affiliates, their relatives or any trust, pension, profit
sharing or other benefit plan which beneficially owns shares for those
persons;
- accounts for which Oppenheimer Capital is the investment adviser
(the Distributor must be advised of this arrangement) and persons who are
directors or trustees of the company or trust which is the beneficial
owner of such accounts;
- any unit investment trust that has entered into an appropriate
agreement with the Distributor;
- a TRAC-2000 401(k) plan (sponsored by the former Quest for Value
Advisors) whose Class B or Class C shares of a Former Quest for Value Fund
were exchanged for Class A shares of that Fund due to the termination of
the Class B and Class C TRAC-2000 program on November 24, 1995; or
- qualified retirement plans that had agreed with the former Quest
for Value Advisors to purchase shares of any of the Former Quest for Value
Funds at net asset value, with such shares to be held through DCXchange,
a sub-transfer agency mutual fund clearinghouse, provided that such
arrangements are consummated and share purchases commence by March 31,
1996.
Waivers of Initial and Contingent Deferred Sales Charges in Certain
Transactions. Class A shares issued or purchased in the following
transactions are not subject to Class A sales charges:
- shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party;
- shares purchased by the reinvestment of loan repayments by a
participant in a retirement plan for which the Manager or its affiliates
acts as sponsor;
- shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other Oppenheimer funds (other
than Oppenheimer Cash Reserves) or unit investment trusts for which
reinvestment arrangements have been made with the Distributor;
- shares purchased and paid for with the proceeds of shares redeemed
in the prior 12 months from a mutual fund (other than a fund managed by
the Manager or any of its subsidiaries) on which an initial sales charge
or contingent deferred sales charge was paid (this waiver also applies to
shares purchased by exchange of shares of Oppenheimer Money Market Fund,
Inc. that were purchased and paid for in this manner); this waiver must
be requested when the purchase order is placed for your shares of the
Fund, and the Distributor may require evidence of your qualification for
this waiver; or
- shares purchased with the proceeds of maturing principal of units
of any Qualified Unit Investment Liquid Trust Series.
Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions. The Class A contingent deferred sales charge does not apply
to purchases of Class A shares at net asset value without sales charge as
described in the two sections above. It is also waived if shares that
would otherwise be subject to the contingent deferred sales charge are
redeemed in the following cases:
- for retirement distributions or loans to participants or
beneficiaries from qualified retirement plans, deferred compensation plans
or other employee benefit plans, including OppenheimerFunds prototype
401(k) plans (these are all referred to as "Retirement Plans");
- to return excess contributions made to Retirement Plans;
- to make Automatic Withdrawal Plan payments that are limited
annually to no more than 12% of the original account value;
- involuntary redemptions of shares by operation of law or
involuntary redemptions of small accounts (see "Shareholder Account Rules
and Policies," below);
- if, at the time a purchase order is placed for Class A shares that
would otherwise be subject to the Class A contingent deferred sales
charge, the dealer agrees to accept the dealer's portion of the commission
payable on the sale in installments of 1/18th of the commission per month
(and no further commission will be payable if the shares are redeemed
within 18 months of purchase); or
- for distributions from OppenheimerFunds prototype 401(k) plans for
any of the following cases or purposes: (1) following the death or
disability (as defined in the Internal Revenue Code) of the participant
or beneficiary (the death or disability must occur after the participant's
account was established); (2) hardship withdrawals, as defined in the
plan; (3) under a Qualified Domestic Relations Order, as defined in the
Internal Revenue Code; (4) to meet the minimum distribution requirements
of the Internal Revenue Code; (5) to establish "substantially equal
periodic payments" as described in Section 72(t) of the Internal Revenue
Code, or (6) separation from service.
- Distribution and Service Plan for Class A Shares. The Fund has
adopted a Distribution and Service Plan for Class A shares to reimburse
the Distributor for a portion of its costs incurred in connection with the
personal service and maintenance of shareholder accounts that hold Class
A shares. Under the Plan, the Fund pays an annual asset-based sales
charge to the Distributor of 0.25% of the average annual net assets of the
class. The Fund also pays a service fee to the Distributor of 0.25% of
the average annual net assets of the class. The Distributor uses all of
the service fee and a portion of the asset-based sales charge (equal to
0.15% annually for Class A shares purchased prior to September 1, 1993 and
0.10% annually for Class A shares purchased on or after September 1, 1993)
to compensate dealers, brokers, banks and other financial institutions
quarterly for providing personal service and maintenance of accounts of
their customers that hold Class A shares. The Distributor retains the
balance of the asset-based sales charge to reimburse itself for its other
expenditures under the Plan.
Services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining
accounts in the Fund, making the Fund's investment plans available and
providing other services at the request of the Fund or the Distributor.
Payments are made by the Distributor quarterly at an annual rate not to
exceed 0.25% of the average annual net assets of Class A shares held in
accounts of the dealer or its customers. The payments under the Plan
increase the annual expenses of Class A shares. For more details, please
refer to "Distribution and Service Plans" in the Statement of Additional
Information.
Buying Class B Shares. Class B shares are sold at net asset value per
share without an initial sales charge. However, if Class B shares are
redeemed within 6 years of their purchase, a contingent deferred sales
charge will be deducted from the redemption proceeds. That sales charge
will not apply to shares purchased by the reinvestment of dividends or
capital gains distributions. The charge will be assessed on the lesser of
the net asset value of the shares at the time of redemption or the
original purchase price. The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price (including increases
due to the reinvestment of dividends and capital gains distributions). The
Class B contingent deferred sales charge is paid to the Distributor to
reimburse its expenses of providing distribution-related services to the
Fund in connection with the sale of Class B shares.
To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 6 years, and (3) shares held the longest during the
6-year period.
The amount of the contingent deferred sales charge will depend on the
number of years since you invested and the dollar amount being redeemed,
according to the following schedule:
Years Since Contingent Deferred Sales Charge
Beginning of Month In Which on Redemptions in that Year
Purchase Order was Accepted (As % of Amount Subject to Charge)
0 - 1 5.0%
1 - 2 4.0%
2 - 3 3.0%
3 - 4 3.0%
4 - 5 2.0%
5 - 6 1.0%
6 and following None
In the table, a "year" is a 12-month period. All purchases are considered
to have been made on the first regular business day of the month in which
the purchase was made.
- Automatic Conversion of Class B Shares. Six years after you
purchase Class B shares, those shares will automatically convert to Class
A shares. This conversion feature relieves Class B shareholders of the
asset-based sales charge that applies to Class B shares under the Class
B Distribution and Service Plan, described below. The conversion is based
on the relative net asset value of the two classes, and no sales load or
other charge is imposed. When Class B shares convert, any other Class B
shares that were acquired by the reinvestment of dividends and
distributions on the converted shares will also convert to Class A shares.
The conversion feature is subject to the continued availability of a tax
ruling described in "Alternative Sales Arrangements - Class A, Class B and
Class C Shares" in the Statement of Additional Information.
- Distribution and Service Plan for Class B Shares. The Fund has
adopted a Distribution and Service Plan for Class B shares to compensate
the Distributor for distributing Class B shares and servicing accounts.
This Plan is described below under "Buying Class C Shares - Distribution
and Service Plans for Class B and Class C Shares."
- Waivers of Class B Sales Charges. The Class B contingent deferred
sales charge will not apply to shares purchased in certain types of
transactions, nor will it apply to shares redeemed in certain
circumstances, as described below under "Waivers of Class B and Class C
Sales Charges."
Buying Class C Shares. Class C shares are sold at net asset value per
share without an initial sales charge. However, if Class C shares are
redeemed within 12 months of their purchase, a contingent deferred sales
charge of 1.0% will be deducted from the redemption proceeds. That sales
charge will not apply to shares purchased by the reinvestment of dividends
or capital gains distributions. The charge will be assessed on the lesser
of the net asset value of the shares at the time of redemption or the
original purchase price. The contingent deferred sales charge is not
imposed on the amount of your account value represented by the increase
in net asset value over the initial purchase price (including increases
due to the reinvestment of dividends and capital gains distributions). The
Class C contingent deferred sales charge is paid to the Distributor to
reimburse its expenses of providing distribution-related services to the
Fund in connection with the sale of Class C shares.
To determine whether the contingent deferred sales charge applies to
a redemption, the Fund redeems shares in the following order: (1) shares
acquired by reinvestment of dividends and capital gains distributions, (2)
shares held for over 12 months, and (3) shares held the longest during the
12-month period.
- Distribution and Service Plans for Class B and Class C Shares.
The Fund has adopted Distribution and Service Plans for Class B and Class
C shares to compensate the Distributor for distributing Class B and Class
C shares and servicing accounts. Under the Plans, the Fund pays the
Distributor an annual "asset-based sales charge" of 0.75% per year on
Class B shares that are outstanding for 6 years or less and on Class C
shares. The Distributor also receives a service fee of 0.25% per year.
Under each Plan, both fees are computed on the average of the net
asset value of shares in the respective class, determined as of the close
of each regular business day during the period. The asset-based sales
charge allows investors to buy Class B or Class C shares without a front-
end sales charge while allowing the Distributor to compensate dealers that
sell those shares.
The Distributor uses the service fees to compensate dealers for
providing personal services for accounts that hold Class B or Class C
shares. Those services are similar to those provided under the Class A
Service Plan, described above. The Distributor pays the 0.25% service
fees to dealers in advance for the first year after Class B or Class C
shares have been sold by the dealer and retains the service fee paid by
the Fund in that year. After the shares have been held for a year, the
Distributor pays the service fees to dealers on a quarterly basis.
The Distributor currently pays sales commissions of 3.75% of the
purchase price to dealers from its own resources at the time of sale of
Class B shares. The total commission paid by the Distributor to the
dealer at the time of sales of Class B shares is 4.00% of the purchase
price. The Fund pays the asset-based sales charge to the Distributor for
its services rendered in connection with the distribution of Class B
shares. Those payments, retained by the Distributor, are at a fixed rate
which is not related to the Distributor's expenses. The services rendered
by the Distributor include paying and financing the payment of sales
commissions, service fees, and other costs of distributing and selling
Class B shares.
The Distributor currently pays sales commissions of 0.75% of the
purchase price to dealers from its own resources at the time of sale of
Class C shares. The total commission paid by the Distributor to the dealer
at the time of sale of Class C shares is 1.00% of the purchase price. The
Distributor retains the asset-based sales charge during the first year
Class C shares are outstanding to recoup sales commissions it has paid,
the advances of service fee payments it has made and its financing costs
and other expenses. The Distributor plans to pay the asset-based sales
charge as an ongoing commission to the dealer on Class C shares that have
been outstanding for a year or more. If either Plan is terminated by the
Fund, the Board of Trustees may allow the Fund to continue payments of the
service fee and/or asset-based sales charge to the Distributor for
distributing Class B or Class C shares, as appropriate before the Plan was
terminated.
- Waivers of Class B and Class C Sales Charges. The Class B and
Class C contingent deferred sales charges will not be applied to shares
purchased in certain types of transactions nor will it apply to Class B
and Class C shares redeemed in certain circumstances as described below.
The reasons for this policy are in "Reduced Sales Charges" in the
Statement of Additional Information.
Waivers for Redemptions in Certain Cases. The Class B and Class C
contingent deferred sales charges will be waived for redemptions of shares
in the following cases if the Transfer Agent is notified that those
conditions apply to the redemption:
- distributions to participants or beneficiaries from Retirement
Plans, if the distributions are made (a) under an Automatic Withdrawal
Plan after the participant reaches age 59-1/2, as long as the payments are
no more than 10% of the account value annually (measured from the date the
Transfer Agent received the request), or (b) following the death or
disability (as defined in the Internal Revenue Code ("IRC")) of the
participant or beneficiary (the death or disability must have occurred
after the account was established);
- redemptions from accounts other than Retirement Plans following the
death or disability of the last surviving shareholder (the death or
disability must have occurred after the account was established, and for
disability you must provide evidence of a determination of disability by
the Social Security Administration);
- returns of excess contributions to Retirement Plans;
- distributions from IRAs (including SEP-IRAs and SAR/SEP accounts)
before the participant is age 59-1/2, and distributions from 403(b)(7)
custodial plans or pension or profit sharing plans before the participant
is age 59-1/2 but only after the participant has separated from service,
if the distributions are made in substantially equal periodic payments
over the life (or life expectancy) of the participant or the joint lives
(or joint life and last survivor expectancy) of the participant and the
participant's designated beneficiary (and the distributions must comply
with other requirements for such distributions under the IRC and may not
exceed 10% of the account value annually, measured from the date the
Transfer Agent received the request);
- shares redeemed involuntarily, as described in "Shareholder Account
Rules and Policies," below; or
- distributions from OppenheimerFunds prototype 401(k) plans: (1)
for hardship withdrawals; (2) under a Qualified Domestic Relations
Order, as defined in the IRC; (3) to meet minimum distribution
requirements as defined in the IRC; (4) to make "substantially equal
periodic payments" as described in Section 72(t) of the IRC; (5) for
separation from service.
Waivers for Shares Sold or Issued in Certain Transactions. The
contingent deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases:
- shares sold to the Manager or its affiliates;
- shares sold to registered management investment companies or
separate accounts of insurance companies having an agreement with the
Manager or the Distributor for that purpose; or
- shares issued in plans or reorganization to which the Fund is a
party.
Special Investor Services
AccountLink. OppenheimerFunds AccountLink links your Fund account to your
account at your bank or other financial institution to enable you to send
money electronically between those accounts to perform a number of types
of account transactions. These include purchases of shares by telephone
(either through a service representative or by PhoneLink, described
below), automatic investments under Asset Builder Plans, and sending
dividends and distributions or Automatic Withdrawal Plan payments directly
to your bank account. Please refer to the Application for details or call
the Transfer Agent for more information.
AccountLink privileges should be requested on the Application you use
to buy shares, or on your dealer's settlement instructions if you buy your
shares through your dealer. After your account is established, you can
request AccountLink privileges by sending signature-guaranteed
instructions to the Transfer Agent. AccountLink privileges will apply to
each shareholder listed in the registration on your account as well as to
your dealer representative of record unless and until the Transfer Agent
receives written instructions terminating or changing those privileges.
After you establish AccountLink for your account, any change of bank
account information must be made by signature-guaranteed instructions to
the Transfer Agent signed by all shareholders who own the account.
- Using AccountLink to Buy Shares. Purchases may be made by
telephone only after your account has been established. To purchase shares
in amounts up to $250,000 through a telephone representative, call the
Distributor at 1-800-852-8457. The purchase payment will be debited from
your bank account.
- PhoneLink. PhoneLink is the Oppenheimer funds automated telephone
system that enables shareholders to perform a number of account
transactions automatically using a touch-tone phone. PhoneLink may be used
on already-established Fund accounts after you obtain a Personal
Identification Number (PIN), by calling the special PhoneLink number: 1-
800-533-3310.
- Purchasing Shares. You may purchase shares in amounts up to
$100,000 by phone, by calling 1-800-533-3310. You must have established
AccountLink privileges to link your bank account with the Fund, to pay for
these purchases.
- Exchanging Shares. With the OppenheimerFunds exchange privilege,
described below, you can exchange shares automatically by phone from your
Fund account to another Oppenheimer funds account you have already
established by calling the special PhoneLink number. Please refer to "How
to Exchange Shares," below, for details.
- Selling Shares. You can redeem shares by telephone automatically
by calling the PhoneLink number and the Fund will send the proceeds
directly to your AccountLink bank account. Please refer to "How to Sell
Shares," below, for details.
Automatic Withdrawal and Exchange Plans. The Fund has several plans that
enable you to sell shares automatically or exchange them to another
Oppenheimer funds account on a regular basis:
- Automatic Withdrawal Plans. If your Fund account is $5,000 or more,
you can establish an Automatic Withdrawal Plan to receive payments of at
least $50 on a monthly, quarterly, semi-annual or annual basis. The checks
may be sent to you or sent automatically to your bank account on
AccountLink. You may even set up certain types of withdrawals of up to
$1,500 per month by telephone. You should consult the Application and
Statement of Additional Information for more details.
- Automatic Exchange Plans. You can authorize the Transfer Agent to
exchange an amount you establish in advance automatically for shares of
up to five other Oppenheimer funds on a monthly, quarterly, semi-annual
or annual basis under an Automatic Exchange Plan. The minimum purchase
for each other Oppenheimer funds account is $25. These exchanges are
subject to the terms of the exchange privilege, described below.
Reinvestment Privilege. If you redeem some or all of your Class A shares,
you have up to 6 months to reinvest all or part of the redemption proceeds
in Class A shares of the Fund or other Oppenheimer funds without paying
a sales charge. This privilege applies to Class A shares that you
purchased subject to an initial sales charge and to Class A shares on
which you paid a contingent deferred sales charge when you redeemed them.
It does not apply to Class C shares. Please consult the Statement of
Additional Information for more details.
Retirement Plans. Fund shares are available as an investment for your
retirement plans. If you participate in a plan sponsored by your employer,
the plan trustee or administrator must make the purchase of shares for
your retirement plan account. The Distributor offers a number of different
retirement plans that can be used by individuals and employers:
- Individual Retirement Accounts including rollover IRAs, for
individuals and their spouses
- 403(b)(7) Custodial Plans for employees of eligible tax-exempt
organizations, such as schools, hospitals and charitable organizations
- SEP-IRAs (Simplified Employee Pension Plans) for small business
owners or people with income from self-employment, including SAR/SEP IRAs
- Pension and Profit-Sharing Plans for self-employed persons and
small business owners
- 401(k) prototype retirement plans for businesses
Please call the Distributor for the Oppenheimer funds plan documents,
which contain important information and applications.
How to Sell Shares
You can arrange to take money out of your account by selling
(redeeming) some or all of your shares on any regular business day. Your
shares will be sold at the next net asset value calculated after your
order is received and accepted by the Transfer Agent. The Fund offers you
a number of ways to sell your shares: in writing or by telephone. You can
also set up Automatic Withdrawal Plans to redeem shares on a regular
basis, as described above. If you have questions about any of these
procedures, and especially if you are redeeming shares in a special
situation, such as due to the death of the owner, or from a retirement
plan, please call the Transfer Agent first, at 1-800-525-7048, for
assistance.
- Retirement Accounts. To sell shares in an OppenheimerFunds
retirement account in your name, call the Transfer Agent for a
distribution request form. There are special income tax withholding
requirements for distributions from retirement plans and you must submit
a withholding form with your request to avoid delay. If your retirement
plan account is held for you by your employer, you must arrange for the
distribution request to be sent by the plan administrator or trustee.
There are additional details in the Statement of Additional Information.
- Certain Requests Require A Signature Guarantee. To protect you and
the Fund from fraud, certain redemption requests must be in writing and
must include a signature guarantee in the following situations (there may
be other situations also requiring a signature guarantee):
- You wish to redeem more than $50,000 worth of shares and receive
a check
- The redemption check is not payable to all shareholders listed on
the account statement
- The redemption check is not sent to the address of record on your
account statement
- Shares are being transferred to a Fund account with a different
owner or name
- Shares are redeemed by someone other than the owners (such as an
Executor)
- Where Can I Have My Signature Guaranteed? The Transfer Agent will
accept a guarantee of your signature by a number of financial
institutions, including: a U.S. bank, trust company, credit union or
savings association, or by a foreign bank that has a U.S. correspondent
bank, or by a U.S. registered dealer or broker in securities, municipal
securities or government securities, or by a U.S. national securities
exchange, a registered securities association or a clearing agency. If you
are signing as a fiduciary or on behalf of a corporation, partnership or
other business, you must also include your title in the signature.
Selling Shares by Mail. Write a "letter of instructions" that includes:
- Your name
- The Fund's name
- Your Fund account number (from your account statement)
- The dollar amount or number of shares to be redeemed
- Any special payment instructions
- Any share certificates for the shares you are selling
- The signatures of all registered owners exactly as the account is
registered, and
- Any special requirements or documents requested by the Transfer
Agent to assure proper authorization of the person asking to sell shares.
Use the following address for Send courier or Express Mail
request by mail: requests to:
OppenheimerFunds Services OppenheimerFunds Services
P.O. Box 5270 10200 E. Girard Avenue, Building D
Denver, Colorado 80217 Denver, Colorado 80231
Selling Shares by Telephone. You and your dealer representative of record
may also sell your shares by telephone. To receive the redemption price
on a regular business day, your call must be received by the Transfer
Agent by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M. but may be earlier on some days. Shares held in an
OppenheimerFunds retirement plan or under a share certificate may not be
redeemed by telephone.
- To redeem shares through a service representative, call 1-800-852-
8457
- To redeem shares automatically on PhoneLink, call 1-800-533-3310
Whichever method you use, you may have a check sent to the address
on the account statement, or, if you have linked your Fund account to your
bank account on AccountLink, you may have the proceeds wired to that bank
account.
- Telephone Redemptions Paid by Check. Up to $50,000 may be redeemed
by telephone in any 7-day period. The check must be payable to all owners
of record of the shares and must be sent to the address on the account.
This service is not available within 30 days of changing the address on
an account.
- Telephone Redemptions Through AccountLink. There are no dollar
limits on telephone redemption proceeds sent to a bank account designated
when you establish AccountLink. Normally the ACH wire to your bank is
initiated on the business day after the redemption. You do not receive
dividends on the proceeds of the shares you redeemed while they are
waiting to be wired.
Selling Shares Through Your Dealer. The Distributor has made arrangements
to repurchase Fund shares from dealers and brokers on behalf of their
customers. Brokers or dealers may charge for that service. Please call
your dealer for more information about this procedure. Please refer to
"Special Arrangements for Repurchase of Shares from Dealers and Brokers"
in the Statement of Additional Information for more details.
<PAGE>
How to Exchange Shares
Shares of the Fund may be exchanged for shares of certain Oppenheimer
funds at net asset value per share at the time of exchange, without sales
charge. To exchange shares, you must meet several conditions:
- Shares of the fund selected for exchange must be available for sale
in your state of residence
- The prospectuses of this Fund and the fund whose shares you want
to buy must offer the exchange privilege
- You must hold the shares you buy when you establish your account
for at least 7 days before you can exchange them; after the account is
open 7 days, you can exchange shares every regular business day
- You must meet the minimum purchase requirements for the fund you
purchase by exchange
- Before exchanging into a fund, you should obtain and read its
prospectus
Shares of a particular class may be exchanged only for shares of the
same class in the other Oppenheimer funds. For example, you can exchange
Class A shares of this Fund only for Class A shares of another fund. At
present, Oppenheimer Money Market Fund, Inc. offers only one class of
shares, which are considered Class A shares for this purpose. In some
cases, sales charges may be imposed on exchange transactions. Please
refer to "How to Exchange Shares" in the Statement of Additional
Information for more details.
Exchanges may be requested in writing or by telephone:
- Written Exchange Requests. Submit an OppenheimerFunds Exchange
Request form, signed by all owners of the account. Send it to the
Transfer Agent at the addresses listed in "How to Sell Shares."
- Telephone Exchange Requests. Telephone exchange requests may be
made either by calling a service representative at 1-800-852-8457 or by
using PhoneLink for automated exchanges, by calling 1-800-533-3310.
Telephone exchanges may be made only between accounts that are registered
with the same name(s) and address. Shares held under certificates may not
be exchanged by telephone.
You can find a list of Oppenheimer funds currently available for
exchanges in the Statement of Additional Information or by calling a
service representative at 1-800-525-7048. Exchanges of shares involve a
redemption of the shares of the fund you own and a purchase of shares of
the other fund.
There are certain exchange policies you should be aware of:
- Shares are normally redeemed from one fund and purchased from the
other fund in the exchange transaction on the same regular business day
on which the Transfer Agent receives an exchange request that is in proper
form by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M. but may be earlier on some days. However, either fund
may delay the purchase of shares of the fund you are exchanging into up
to 7 days if it determines it would be disadvantaged by a same-day
transfer of the proceeds to buy shares. For example, the receipt of
multiple exchange requests from a dealer in a "market-timing" strategy
might require the disposition of securities at a time or price
disadvantageous to the Fund.
- Because excessive trading can hurt fund performance and harm
shareholders, the Fund reserves the right to refuse any exchange request
that will disadvantage it, or to refuse multiple exchange requests
submitted by a shareholder or dealer.
- The Fund may amend, suspend or terminate the exchange privilege at
any time. Although the Fund will attempt to provide you notice whenever
it is reasonably able to do so, it may impose these changes at any time.
- If the Transfer Agent cannot exchange all the shares you request
because of a restriction cited above, only the shares eligible for
exchange will be exchanged.
Shareholder Account Rules and Policies
- Net Asset Value Per Share is determined for each class of shares
as of the close of The New York Stock Exchange, which is normally 4:00
P.M. but may be earlier on some days, on each day the Exchange is open by
dividing the value of each Fund's net assets attributable to a class by
the number of shares of that class that are outstanding. The Fund's Board
of Directors has established procedures to value each Fund's securities
to determine net asset value. In general, securities values are based on
market value. There are special procedures for valuing illiquid and
restricted securities and obligations for which market values cannot be
readily obtained. These procedures are described more completely in the
Statement of Additional Information.
- The offering of shares may be suspended during any period in which
the determination of net asset value is suspended, and the offering may
be suspended by the Board of Directors at any time the Board believes it
is in the Fund's best interest to do so.
- Telephone Transaction Privileges for purchases, redemptions or
exchanges may be modified, suspended or terminated by the Fund at any
time. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone privileges
apply to each owner of the account and the dealer representative of record
for the account unless and until the Transfer Agent receives cancellation
instructions from an owner of the account.
- The Transfer Agent will record any telephone calls to verify data
concerning transactions and has adopted other procedures to confirm that
telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. If the Transfer Agent does not
use reasonable procedures it may be liable for losses due to unauthorized
transactions, but otherwise neither the Transfer Agent nor the Fund will
be liable for losses or expenses arising out of telephone instructions
reasonably believed to be genuine. If you are unable to reach the
Transfer Agent during periods of unusual market activity, you may not be
able to complete a telephone transaction and should consider placing your
order by mail.
- Redemption or transfer requests will not be honored until the
Transfer Agent receives all required documents in proper form. From time
to time, the Transfer Agent in its discretion may waive certain of the
requirements for redemptions stated in this Prospectus.
- Dealers that can perform account transactions for their clients by
participating in NETWORKING through the National Securities Clearing
Corporation are responsible for obtaining their clients' permission to
perform those transactions and are responsible to their clients who are
shareholders of the Fund if the dealer performs any transaction
erroneously.
- The redemption price for shares will vary from day to day because
the value of the securities in each Fund's portfolio fluctuates, and the
redemption price, which is the net asset value per share, will normally
be different for Class A, Class B and Class C shares. Therefore, the
redemption value of your shares may be more or less than their original
cost.
- Payment for redeemed shares is made ordinarily in cash and
forwarded by check or through AccountLink (as elected by the shareholder
under the redemption procedures described above) within 7 days after the
Transfer Agent receives redemption instructions in proper form, except
under unusual circumstances determined by the Securities and Exchange
Commission delaying or suspending such payments. For accounts registered
in the name of a broker-dealer, payment will be forwarded within 3
business days. The Transfer Agent may delay forwarding a check or
processing a payment via AccountLink for recently purchased shares, but
only until the purchase payment has cleared. That delay may be as much
as 10 days from the date the shares were purchased. That delay may be
avoided if you purchase shares by certified check or arrange with your
bank to provide telephone or written assurance to the Transfer Agent that
your purchase payment has cleared.
- Involuntary redemptions of small accounts may be made by the Fund
if the account value has fallen below $500 for reasons other than the fact
that the market value of shares has dropped, and in some cases involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.
- Under unusual circumstances, shares of a Fund may be redeemed "in
kind", which means that the redemption proceeds will be paid with
securities from the Fund's portfolio. Please refer to the Statement of
Additional Information for more details.
- "Backup Withholding" of Federal income tax may be applied at the
rate of 31% from dividends, distributions and redemption proceeds
(including exchanges) if you fail to furnish the Fund a certified Social
Security or taxpayer identification number when you sign your application,
or if you violate Internal Revenue Service regulations on tax reporting
of dividends.
- The Fund does not charge a redemption fee, but if your dealer or
broker handles your redemption, they may charge a fee. That fee can be
avoided by redeeming your Fund shares directly through the Transfer Agent.
Under the circumstances described in "How to Buy Shares," you may be
subject to a contingent deferred sales charges when redeeming certain
Class A, Class B and Class C shares.
- To avoid sending duplicate copies of materials to households, the
Fund will mail only one copy of each annual and semi-annual report to
shareholders having the same last name and address on the Fund's records.
However, each shareholder may call the Transfer Agent at 1-800-525-7048
to ask that copies of those materials be sent personally to that
shareholder.
- Transfer Agent and Shareholder Servicing Agent. The transfer agent
and shareholder servicing agent is OppenheimerFunds Services, a division
of the Manager, whose address is P.O. Box 5270, Denver Colorado 80217.
Unified Management Corporation (1-800-346-4601) is the shareholder
servicing agent for former shareholders of the AMA Family of Funds and
clients of AMA Investment Advisers, L.P. who acquire shares of the Fund,
and for former shareholders of the Unified Funds and Liquid Green Trusts,
accounts which participated or participate in a retirement plan for which
Unified Investment Advisers, Inc. or an affiliate acts as custodian or
trustee, and other accounts for which Unified Management Corporation is
the dealer of record.
Dividends, Capital Gains and Taxes
Dividends. The Fund declares and pays dividends separately for Class
A, Class B and Class C shares from net investment income on an annual
basis and normally pays those dividends to shareholders following the end
of its fiscal year, which is November 30. Dividends paid on Class A
shares generally are expected to be higher than for Class B and Class C
shares because expenses allocable to Class B and Class C shares will
generally be higher than for Class A shares. There is no fixed dividend
rate and there can be no assurance as to the payment of any dividends.
Capital Gains. The Fund may make distributions annually in December out
of any net short-term or long-term capital gains, and the Fund may make
supplemental distributions of dividends and capital gains following the
end of its fiscal year. Short-term capital gains are treated as dividends
for tax purposes. Long-term capital gains will be separately identified
in the tax information the Fund sends you after the end of the calendar
year. There can be no assurances that the Fund will pay any capital gains
distributions in a particular year.
Distribution Options. When you open your account, specify on your
application how you want to receive your distributions. For
OppenheimerFunds retirement accounts, all distributions are reinvested.
For other accounts, you have four options:
- Reinvest All Distributions in the Fund. You can elect to reinvest
all dividends and long-term capital gains distributions in additional
shares of the Fund.
- Reinvest Capital Gains Only. You can elect to reinvest long-term
capital gains in the Fund while receiving dividends by check or sent to
your bank account on AccountLink.
- Receive All Distributions in Cash. You can elect to receive a check
for all dividends and long-term capital gains distributions or have them
sent to your bank on AccountLink.
- Reinvest Your Distributions in Another Oppenheimer Fund Account.
You can reinvest all distributions in another Oppenheimer fund account you
have established.
Taxes. If your account is not a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the
Fund. Long-term capital gains are taxable as long-term capital gains when
distributed to shareholders. It does not matter how long you held your
shares. Dividends paid from short-term capital gains and net investment
income are taxable as ordinary income. Distributions are subject to
federal income tax and may be subject to state or local taxes. Your
distributions are taxable when paid, whether you reinvest them in
additional shares or take them in cash. Every year the Fund will send you
and the IRS a statement showing the amount of each taxable distribution
you received in the previous calendar year.
- "Buying a Dividend". When the Fund goes ex-dividend, its share
price is reduced by the amount of the distribution. If you buy shares on
or just before the ex-dividend date, or just before the Fund declares a
capital gains distribution, you will pay the full price for the shares and
then receive a portion of the price back as a taxable dividend or capital
gain.
- Taxes on Transactions. Share redemptions, including redemptions for
exchanges, are subject to capital gains tax. A capital gain or loss is
the difference between the price you paid for the shares and the price you
received when you sold them.
- Returns of Capital. In certain cases distributions made by the Fund
may be considered a non-taxable return of capital to shareholders. If
that occurs, it will be identified in notices to shareholders. A non-
taxable return of capital may reduce your tax basis in your Fund shares.
This information is only a summary of certain federal tax information
about your investment. More information is contained in the Statement of
Additional Information, and in addition you should consult with your tax
adviser about the effect of an investment in the Fund on your particular
tax situation.
<PAGE>
APPENDIX A
Special Sales Charge Arrangements for Shareholders of
the Former Quest for Value Funds
The initial and contingent deferred sales charge rates and waivers
for Class A, Class B and Class C shares described elsewhere in this
Prospectus are modified as described below for those shareholders of (i)
Oppenheimer Quest Value Fund, Inc., Oppenheimer Quest Growth & Income
Value Fund, Oppenheimer Quest Opportunity Value Fund, Oppenheimer Quest
Small Cap Value Fund and Oppenheimer Quest Global Value Fund, Inc. as of
November 24, 1995, when OppenheimerFunds, Inc. became the investment
adviser to those funds, and (ii) Quest for Value U.S. Government Income
Fund, Quest for Value Investment Quality Income Fund, Quest for Value
Global Income Fund, Quest for Value New York Tax-Exempt Fund, Quest for
Value National Tax-Exempt Fund and Quest for Value California Tax-Exempt
Fund when those funds merged into various Oppenheimer funds on November
24, 1995. The funds listed above are referred to in this Prospectus as
the "Former Quest for Value Funds."
Class A Sales Charges
- - Reduced Class A Initial Sales Charge Rates for Certain Former Quest
Shareholders
- - Purchases by Groups, Associations and Certain Qualified Retirement
Plans. The following table sets forth the initial sales charge rates for
Class A shares purchased by a "Qualified Retirement Plan" through a single
broker, dealer or financial institution, or by members of "Associations"
formed for any purpose other than the purchase of securities if that
Qualified Retirement Plan or that Association purchased shares of any of
the Former Quest for Value Funds or received a proposal to purchase such
shares from OCC Distributors prior to November 24, 1995. For this purpose
only, a "Qualified Retirement Plan" includes any 401(k) plan, 403(b) plan,
and SEP/IRA or IRA plan for employees of a single employer.
Front-End Front-End
Sales Sales Commission
Charge Charge as
as a as a Percentage
Number of Percentage Percentage of
Eligible Employees of Offering of Amount Offering
or Members Price Invested Price
9 or fewer 2.50% 2.56% 2.00%
At least 10 but not
more than 49 2.00% 2.04% 1.60%
For purchases by Qualified Retirement plans and Associations having
50 or more eligible employees or members, there is no initial sales charge
on purchases of Class A shares, but those shares are subject to the Class
A contingent deferred sales charge described on pages 29 to 30 of this
Prospectus.
Purchases made under this arrangement qualify for the lower of the
sales charge rate in the table based on the number of eligible employees
in a Qualified Retirement Plan or members of an Association or the sales
charge rate that applies under the Rights of Accumulation described above
in the Prospectus. In addition, purchases by 401(k) plans that are
Qualified Retirement Plans qualify for the waiver of the Class A initial
sales charge if they qualified to purchase shares of any of the Former
Quest For Value Funds by virtue of projected contributions or investments
of $1 millon or more each year. Individuals who qualify under this
arrangement for reduced sales charge rates as members of Associations, or
as eligible employees in Qualified Retirement Plans also may purchase
shares for their individual or custodial accounts at these reduced sales
charge rates, upon request to the Fund's Distributor.
- - Special Class A Contingent Deferred Sales Charge Rates
Class A shares of the Fund purchased by exchange of shares of other
Oppenheimer funds that were acquired as a result of the merger of Former
Quest for Value Funds into those Oppenheimer funds, and which shares were
subject to a Class A contingent deferred sales charge prior to November
24, 1995 will be subject to a contingent deferred sales charge at the
following rates: if they are redeemed within 18 months of the end of the
calendar month in which they were purchased, at a rate equal to 1.0% if
the redemption occurs within 12 months of their initial purchase and at
a rate of 0.50 of 1.0% if the redemption occurs in the subsequent six
months. Class A shares of any of the Former Quest for Value Funds
purchased without an initial sales charge on or before November 22, 1995
will continue to be subject to the applicable contingent deferred sales
charge in effect as of that date as set forth in the then-current
prospectus for such fund.
- - Waiver of Class A Sales Charges for Certain Shareholders
Class A shares of the Fund purchased by the following investors are not
subject to any Class A initial or contingent deferred sales charges:
- Shareholders of the Fund who were shareholders of the AMA Family
of Funds on February 28, 1991 and who acquired shares of any of the Former
Quest for Value Funds by merger of a portfolio of the AMA Family of Funds.
- Shareholders of the Fund who acquired shares of any Former Quest
for Value Fund by merger of any of the portfolios of the Unified Funds.
- Shareholders of the Fund that have continually owned shares of the
Fund prior to November 1, 1988.
- - Waiver of Class A Contingent Deferred Sales Charge in Certain
Transactions
The Class A contingent deferred sales charge will not apply to redemptions
of Class A shares of the Fund purchased by the following investors who
were shareholders of any Former Quest for Value Fund:
- Investors who purchased Class A shares from a dealer that is or was
not permitted to receive a sales load or redemption fee imposed on a
shareholder with whom that dealer has a fiduciary relationship under the
Employee Retirement Income Security Act of 1974 and regulations adopted
under that law.
- Participants in Qualified Retirement Plans that purchased shares
of any of the Former Quest For Value Funds pursuant to a special
"strategic alliance" with the distributor of those funds. The Fund's
Distributor will pay a commission to the dealer for purchases of Fund
shares as described above in "Class A Contingent Deferred Sales Charge."
Class A, Class B and Class C Contingent Deferred Sales Charge Waivers
- - Waivers for Redemptions of Shares Purchased Prior to March 6, 1995
In the following cases, the contingent deferred sales charge will be
waived for redemptions of Class A, Class B or Class C shares of the Fund
if those shares were purchased prior to March 6, 1995: in connection with
(i) distributions to participants or beneficiaries of plans qualified
under Section 401(a) of the Internal Revenue Code or from custodial
accounts under Section 403(b)(7) of the Code, Individual Retirement
Accounts, deferred compensation plans under Section 457 of the Code, and
other employee benefit plans, and returns of excess contributions made to
each type of plan, (ii) withdrawals under an automatic withdrawal plan
holding only either Class B or Class C shares if the annual withdrawal
does not exceed 10% of the initial value of the account, and
(iii) liquidation of a shareholder's account if the aggregate net asset
value of shares held in the account is less than the required minimum
value of such accounts.
- - Waivers for Redemptions of Shares Purchased on or After March 6, 1995
but Prior to November 24, 1995.
In the following cases, the contingent deferred sales charge will be
waived for redemptions of Class A, Class B or Class C shares of the Fund
if those shares were purchased on or after March 6, 1995, but prior to
November 24, 1995: (1) distributions to participants or beneficiaries
from Individual Retirement Accounts under Section 408(a) of the Internal
Revenue Code or retirement plans under Section 401(a), 401(k), 403(b) and
457 of the Code, if those distributions are made either (a) to an
individual participant as a result of separation from service or
(b) following the death or disability (as defined in the Code) of the
participant or beneficiary; (2) returns of excess contributions to such
retirement plans; (3) redemptions other than from retirement plans
following the death or disability of the shareholder(s) (as evidenced by
a determination of total disability by the U.S. Social Security
Administration); (4) withdrawals under an automatic withdrawal plan (but
only for Class B or Class C shares) where the annual withdrawals do not
exceed 10% of the initial value of the account; and (5) liquidation of a
shareholder's account if the aggregate net asset value of shares held in
the account is less than the required minimum account value. A
shareholder's account will be credited with the amount of any contingent
deferred sales charge paid on the redemption of any Class A, Class B or
Class C shares of the Fund described in this section if within 90 days
after that redemption, the proceeds are invested in the same Class of
shares in this Fund or another Oppenheimer fund.
Special Dealer Arrangements
Dealers who sold Class B shares of a Former Quest for Value Fund to Quest
for Value prototype 401(k) plans that were maintained on the TRAC-2000
recordkeeping system and that were transferred to an OppenheimerFunds
prototype 401(k) plan shall be eligible for an additional one-time payment
by the Distributor of 1% of the value of the plan assets transferred, but
that payment may not exceed $5,000 as to any one plan.
Dealers who sold Class C shares of a Former Quest for Value Fund to
Quest for Value prototype 401(k) plans that were maintained on the TRAC-
2000 recordkeeping system and (i) the shares held by those plans were
exchanged for Class A shares, or (ii) the plan assets were transferred to
an OppenheimerFunds prototype 401(k) plan, shall be eligible for an
additional one-time payment by the Distributor of 1% of the value of the
plan assets transferred, but that payment may not exceed $5,000.
<PAGE>
Oppenheimer Quest Global Value Fund, Inc.
Two World Trade Center
New York, NY 10048-0203
1-800-525-7048
Investment Adviser
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Sub-Adviser
OpCap Advisors
One World Financial Center
New York, New York 10281
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
State Street Bank and Trust Company
P.O. Box 8505
Boston, Massachusetts 02266-8505
Independent Accountants
Price Waterhouse LLP
950 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen
Shalov & Wein
114 West 47th Street
New York, New York 10036
No dealer, broker, salesperson or any other person has been authorized to
give any information or to make any representations other than those
contained in this Prospectus or the Additional Statement, and if given or
made, such information and representations must not be relied upon as
having been authorized by the Fund, OppenheimerFunds, Inc.,
OppenheimerFunds Distributor, Inc. or any affiliate thereof. This
Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby in any state to any
person to whom it is unlawful to make such an offer in such state.
PR0254.001.0396
<PAGE>
APPENDIX TO PROSPECTUS OF
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
Graphic material included in Prospectus of Oppenheimer Quest Global
Value Fund, Inc.: "Comparison of Total Return of Oppenheimer Quest Global
Value Fund, Inc. with the Morgan Stanley World Index - Change in Value of
$10,000 Hypothetical Investments in Class A, Class B and Class C Shares
of Oppenheimer Quest Global Value Fund, Inc. and the Morgan Stanley World
Index"
Linear graphs will be included in the Prospectus of Oppenheimer Quest
Global Value Fund, Inc. (the "Fund") depicting the initial account value
and subsequent account value of a hypothetical $10,000 investment in the
Fund. In the case of the Fund's Class A shares, that graph will cover the
performance of the Fund from commencement of operations (7/2/90) through
11/30/95 and in the case of the Fund's Class B and Class C shares will
cover the period from the inception of the class (September 2, 1993)
through 11/30/95. The graph will compare such values with hypothetical
$10,000 investments over the same time periods in the Morgan Stanley World
Index. Set forth below are the relevant data points that will appear on
the linear graph. Additional information with respect to the foregoing,
including a description of the Morgan Stanley World Index, is set forth
in the Prospectus under "Performance of the Fund - Comparing the Fund's
Performance to the Market."
Fiscal Year/ Oppenheimer Quest Morgan Stanley
Period Ended Global Value Fund, Inc. World Index
07/02/90(1) $9,425 $10,000
11/30/90 $8,267 $8,707
11/30/91 $8,905 $9,801
11/30/92 $9,737 $9,885
11/30/93 $11,656 $11,636
11/30/94 $12,632 $12,736
11/30/95 $15,128 $15,082
Fiscal Year/ Oppenheimer Quest Morgan Stanley
Period Ended Global Value Fund, Inc. World Index
09/02/93(1) $10,000 $10,000
11/30/93 $9,833 $9,508
11/30/94 $10,604 $10,379
11/30/95 $12,331 $12,291
Fiscal Year/ Oppenheimer Quest Morgan Stanley
Period Ended Global Value Fund, Inc. World Index
09/02/93(1) $10,000 $10,000
11/30/93 $9,833 $9,508
11/30/94 $10,596 $10,379
11/30/95 $12,599 $12,291
(1) The Fund commenced operations on July 2, 1990. Class B and Class C
shares of the Fund were first publicly offered on September 2, 1993.
<PAGE>
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
Two World Trade Center, New York, New York 10048
1-800-525-7048
Statement of Additional Information dated March 15, 1996
This document contains additional information about Oppenheimer Quest
Global Value Fund, Inc. (the "Fund") and supplements information in the
Prospectus dated March 15, 1996. It should be read together with the
Prospectus, which may be obtained upon written request to the Fund's
Transfer Agent, OppenheimerFunds Services, at P.O. Box 5270, Denver,
Colorado 80217, or by calling the Transfer Agent at the toll-free number
shown above.
Contents
Page
About the Fund
Investment Objective and Policies
Investment Policies and Strategies
Other Investment Techniques and Strategies
Other Investment Restrictions
How the Fund is Managed
Organization and History
Directors and Officers of the Fund
The Manager and Its Affiliates
Brokerage Policies of the Fund
Performance of the Fund
Distribution and Service Plans
About Your Account
How To Buy Shares
How To Sell Shares
How To Exchange Shares
Dividends, Capital Gains and Taxes
Additional Information About the Fund
Financial Information About the Fund
Independent Auditors' Report
Financial Statements
Appendix A: Description of Ratings A-1
Appendix B: Corporate Industry Classifications B-1
ABOUT THE FUND
Investment Objective and Policies
Investment Policies and Strategies. The investment objective and
policies of the Fund are described in the Prospectus. Set forth below is
supplemental information about those policies and the types of securities
in which the Fund invests, as well as the strategies the Fund may use to
try to achieve its objective. Capitalized terms used in this Statement
of Additional Information have the same meaning as those terms have in the
Prospectus.
- Foreign Securities. "Foreign securities" include equity and debt
securities of companies organized under the laws of countries other than
the United States and debt securities of foreign governments that are
traded on foreign securities exchanges or in the foreign over-the-counter
markets. Securities of foreign issuers that are represented by American
Depository Receipts or that are listed on a U.S. securities exchange or
traded in the U.S. over-the-counter markets are not considered "foreign
securities" for the purpose of the Fund's investment allocations, because
they are not subject to many of the special considerations and risks,
discussed below, that apply to foreign securities traded and held abroad.
Investing in foreign securities offers potential benefits not
available from investing solely in securities of domestic issuers,
including the opportunity to invest in foreign issuers that appear to
offer growth potential, or in foreign countries with economic policies or
business cycles different from those of the U.S., or to reduce
fluctuations in portfolio value by taking advantage of foreign stock
markets that do not move in a manner parallel to U.S. markets. If the
Fund's portfolio securities are held abroad, the countries in which they
may be held and the sub-custodians holding them must be approved by the
Corporation's Board of Directors to the extent required under applicable
rules of the Securities and Exchange Commission.
- Risks of Foreign Investing. Investments in foreign securities
present special additional risks and considerations not typically
associated with investments in domestic securities: reduction of income
by foreign taxes; fluctuation in value of foreign portfolio investments
due to changes in currency rates and control regulations (e.g., currency
blockage); transaction charges for currency exchange; lack of public
information about foreign issuers; lack of uniform accounting, auditing
and financial reporting standards comparable to those applicable to
domestic issuers; less volume on foreign exchanges than on U.S. exchanges;
greater volatility and less liquidity on foreign markets than in the U.S.;
less regulation of foreign issuers, stock exchanges and brokers than in
the U.S.; greater difficulties in commencing lawsuits and obtaining
judgments in foreign courts; higher brokerage commission rates than in the
U.S.; increased risks of delays in settlement of portfolio transactions
or loss of certificates for portfolio securities; possibilities in some
countries of expropriation, confiscatory taxation, political, financial
or social instability or adverse diplomatic developments; and unfavorable
differences between the U.S. economy and foreign economies. In the past,
U.S. Government policies have discouraged certain investments abroad by
U.S. investors, through taxation or other restrictions, and it is
possible that such restrictions could be re-imposed.
Brady Bonds. The Fund may invest in U.S. dollar-denominated,
collateralized "Brady Bonds." These debt obligations of foreign entities
may be fixed-rate par bonds or floating- rate discount bonds and are
generally collateralized in full as to principal due at maturity by U.S.
Treasury zero coupon obligations that have the same maturity as the Brady
Bonds. Brady Bonds are often viewed as having three or four valuation
components: (i) the collateralized repayment of principal at final
maturity; (ii) the collateralized interest payments; (iii) the
uncollateralized interest payments; and (iv) any uncollateralized
repayment of principal at maturity (these uncollateralized amounts
constitute the "residual risk"). In the event of a default with respect
to collateralized Brady Bonds as a result of which the payment obligations
of the issuer are accelerated, the zero coupon Treasury securities held
as collateral for the payment of principal will not be distributed to
investors, nor will such obligations be sold and the proceeds distributed.
The collateral will be held by the collateral agent to the scheduled
maturity of the defaulted Brady Bonds, which will continue to be
outstanding, at which time the face amount of the collateral will equal
the principal payments which would have then been due on the Brady Bonds
in the normal course. In addition, in light of the residual risk of Brady
Bonds and, among other factors, the history of defaults with respect to
commercial bank loans to public and private entities of countries issuing
Brady Bonds, investments in Brady Bonds are to be viewed as
speculative.
Sovereign Debt Obligations. The Fund may purchase sovereign debt
instruments issued or guaranteed by foreign governments or their agencies,
including those located in emerging market countries. Sovereign debt may
be in the form of conventional securities or other types of debt
instruments such as loans or loan participations. Sovereign debt of
emerging market countries may involve a high degree of risk and may be in
default or present the risk of default. Certain emerging market countries
have historically experienced, and may continue to experience, high
inflation and interest rates, large fluctuations in exchange rates, large
amounts of external debt, trade difficulties and extreme poverty and
unemployment. Governmental entities responsible for repayment of the debt
may be unable or unwilling to repay principal and interest when due. In
the event of a default, the Fund may have limited legal recourse against
the issuer or guarantor. Remedies must in some cases be pursued in the
courts of the defaulting party itself and the ability of holders of
foreign government debt securities to obtain recourse may depend on the
political climate in the relevant country. No assurance can be given that
the holders of commercial bank debt will not contest payments to holders
of other sovereign debt obligations in the event of a default under their
commercial bank loan agreements.
Emerging Market Countries. The Fund may invest in emerging
market countries. Certain developing countries may have relatively
unstable governments, economies based on only a few industries that are
dependent upon international trade and reduced secondary market liquidity.
Foreign investment in certain emerging market countries is restricted or
controlled in varying degrees. In the past, securities in these countries
have experienced greater price movement, both positive and negative, than
securities of companies located in developed countries. Lower-rated high-
yielding emerging market securities may be considered to have speculative
elements.
- U.S. Government Securities. Obligations of U.S. Government
agencies or instrumentalities (including mortgage-backed securities) may
or may not be guaranteed or supported by the "full faith and credit" of
the United States. Some are backed by the right of the issuer to borrow
from the U.S. Treasury; others, by discretionary authority of the U.S.
Government to purchase the agencies' obligations; while others are
supported only by the credit of the instrumentality. All U.S. Treasury
obligations are backed by the full faith and credit of the United States.
If the securities are not backed by the full faith and credit of the
United States, the owner of the securities must look principally to the
agency issuing the obligation for repayment and may not be able to assert
a claim against the United States in the event that the agency or
instrumentality does not meet its commitment. The Fund will invest in
U.S. Government Securities of such agencies and instrumentalities only
when the Manager is satisfied that the credit risk with respect to such
instrumentality is minimal.
- Money Market Securities. As stated in the Prospectus, the Fund
typically invests a part of its assets in money market securities, and may
invest up to 100% of its total assets in money market securities for
temporary defensive purposes. Money market securities in which the Fund
may invest include the following:
- Time Deposits and Variable Rate Notes. The Fund may invest in
fixed time deposits, whether or not subject to withdrawal penalties.
However, investment in such deposits which are subject to withdrawal
penalties, other than overnight deposits, are subject to the 15% limit on
illiquid investments set forth in the Prospectus for the Fund.
The commercial paper obligations which the Fund may buy are unsecured
and may include variable rate notes. The nature and terms of a variable
rate note (i.e., a "Master Note") permit the Fund to invest fluctuating
amounts at varying rates of interest pursuant to a direct arrangement
between the Fund as lender, and the issuer, as borrower. It permits daily
changes in the amounts borrowed. The Fund has the right at any time to
increase, up to the full amount stated in the note agreement, or to
decrease the amount outstanding under the note. The issuer may prepay at
any time and without penalty any part or the full amount of the note. The
note may or may not be backed by one or more bank letters of credit.
Because these notes are direct lending arrangements between the Fund and
the issuer, it is not generally contemplated that they will be traded;
moreover, there is currently no secondary market for them. Except as
specifically provided in the Prospectus for the Fund, there is no
limitation on the type of issuer from whom these notes will be purchased.
However, in connection with such purchase and on an ongoing basis, OpCap
Advisors (the "Sub-Adviser") will consider the earning power, cash flow
and other liquidity ratios of the issuer, and its ability to pay principal
and interest on demand, including a situation in which all holders of such
notes made demand simultaneously. The Fund will not invest more than 5%
of its total assets in variable rate notes. Variable rate notes are
subject to the Fund's investment restriction on illiquid securities unless
such notes can be put back to the issuer on demand within seven days.
- Insured Bank Obligations. The Federal Deposit Insurance
Corporation ("FDIC") insures the deposits of federally insured banks and
savings and loan associations (collectively referred to as "banks") up to
$100,000. The Fund may, within the limits set forth in the Prospectus,
purchase bank obligations which are fully insured as to principal by the
FDIC. Currently, to remain fully insured as to principal, these
investments must be limited to $100,000 per bank. If the principal amount
and accrued interest together exceed $100,000, the excess principal and
accrued interest will not be insured. Insured bank obligations may have
limited marketability. Unless the Board of Directors determines that a
readily available market exists for such obligations, the Fund will treat
such obligations as subject to the 15% limit for illiquid investments set
forth in the Prospectus for the Fund unless such obligations are payable
at principal amount plus accrued interest on demand or within seven days
after demand.
- Convertible Securities. The Fund may invest in fixed-income
securities which are convertible into common stock. Convertible
securities rank senior to common stocks in a corporation's capital
structure and, therefore, entail less risk than the corporation's common
stock. The value of a convertible security is a function of its
"investment value" (its value as if it did not have a conversion
privilege), and its "conversion value" (the security's worth if it were
to be exchanged for the underlying security, at market value, pursuant to
its conversion privilege).
To the extent that a convertible security's investment value is
greater than its conversion value, its price will be primarily a
reflection of such investment value and its price will be likely to
increase when interest rates fall and decrease when interest rates rise,
as with a fixed-income security (the credit standing of the issuer and
other factors may also have an effect on the convertible security's
value). If the conversion value exceeds the investment value, the price
of the convertible security will rise above its investment value and, in
addition, will sell at some premium over its conversion value. (This
premium represents the price investors are willing to pay for the
privilege of purchasing a fixed-income security with a possibility of
capital appreciation due to the conversion privilege.) At such times the
price of the convertible security will tend to fluctuate directly with the
price of the underlying equity security. Convertible securities may be
purchased by the Fund at varying price levels above their investment
values and/or their conversion values in keeping with the Fund's
objectives.
- Investment Risks of Fixed-Income Securities. All fixed-income
securities are subject to two types of risks: credit risk and interest
rate risk. Credit risk relates to the ability of the issuer to meet
interest or principal payments on a security as they become due.
Generally, higher yielding lower-grade bonds are subject to credit risk
to a greater extent than lower yielding, investment grade bonds. Interest
rate risk refers to the fluctuations in value of fixed-income securities
resulting solely from the inverse relationship between price and yield of
outstanding fixed-income securities. An increase in prevailing interest
rates will generally reduce the market value of already-issued fixed-
income investments, and a decline in interest rates will tend to increase
their value. In addition, debt securities with longer maturities, which
tend to produce higher yields, are subject to potentially greater changes
in their prices from changes in interest rates than obligations with
shorter maturities. Fluctuations in the market value of fixed-income
securities after the Fund buys them will not affect the interest payable
on those securities, nor the cash income from such securities. However,
those price fluctuations will be reflected in the valuations of these
securities and therefore the Fund's net asset values.
- Lower-Grade Securities. The Fund may invest up to 5% of its assets
in bonds rated below "BBB" by Standard & Poor's Corporation, or "Baa3" by
Moody's Investors Service, Inc. (commonly known as "high yield" or "junk
bonds"), or that have a comparable rating from another rating
organization. If unrated, the security must be determined by the Sub-
Adviser to be of comparable quality to securities rated less than
investment grade.
Special Risks of Lower-Grade Securities. High yield, lower-grade
securities, whether rated or unrated, often have speculative
characteristics. Lower-grade securities have special risks that make them
riskier investments than investment grade securities. They may be subject
to greater market fluctuations and risk of loss of income and principal
than lower yielding, investment-grade securities. There may be less of
a market for them and therefore they may be harder to sell at an
acceptable price. There is a relatively greater possibility that the
issuer's earnings may be insufficient to make the payments of interest due
on the bonds. The issuer's low creditworthiness may increase the
potential for its insolvency.
These risks mean that the Fund may not achieve the expected income
from lower-grade securities, and that the Fund's net asset value per share
may be affected by declines in value of these securities. However, the
Fund's limitations on investments in these types of securities may reduce
some of the risk, as will the Fund's policy of diversifying its
investments.
- Rights and Warrants. As a non-fundamental policy, the Fund may not
invest more than 5% of its assets at the time of purchase in warrants
(other than those that have been acquired in units or attached to other
securities). Warrants basically are options to purchase equity securities
at specific prices valid for a specific period of time. Their prices do
not necessarily move parallel to the prices of the underlying securities.
Rights are similar to warrants, but normally have a short duration and are
distributed directly by the issuer to its shareholders. Rights and
warrants have no voting rights, receive no dividends and have no rights
with respect to the assets of the issuer.
Other Investment Techniques and Strategies.
- When-Issued Securities. The Fund may take advantage of offerings
of eligible portfolio securities on a "when-issued" basis where delivery
of and payment for such securities take place sometime after the
transaction date on terms established on such date. Normally, settlement
on U.S. Government securities takes place within ten days. The Fund only
will make when-issued commitments on eligible securities with the
intention of actually acquiring the securities. If the Fund chooses to
dispose of the right to acquire a when-issued security prior to its
acquisition, it could, as with the disposition of any other portfolio
obligation, incur a gain or loss due to market fluctuation. When-issued
commitments will not be made if, as a result, more than 15% of the net
assets of the Fund would be so committed.
- Repurchase Agreements. The Fund may acquire securities subject to
repurchase agreements for liquidity purposes to meet anticipated
redemptions, or pending the investment of the proceeds from sales of Fund
shares, or pending the settlement of purchases of portfolio securities.
In a repurchase transaction, the Fund acquires a security from, and
simultaneously agrees to resell it to, an approved vendor. An "approved
vendor" is a U.S. commercial bank or the U.S. branch of a foreign bank or
a broker-dealer that has been designated a primary dealer in government
securities, that must meet credit requirements set by the Fund's Board of
Directors from time to time. The resale price exceeds the purchase price
by an amount that reflects an agreed-upon interest rate effective for the
period during which the repurchase agreement is in effect. The majority
of these transactions run from day to day, and delivery pursuant to the
resale typically will occur within one to five days of the purchase.
Repurchase agreements are considered "loans" under the Investment Company
Act, collateralized by the underlying security. The Fund's repurchase
agreements require that at all times while the repurchase agreement is in
effect, the value of the collateral must equal or exceed the repurchase
price to fully collateralize the repayment obligation. Additionally, the
Manager will impose creditworthiness requirements to confirm that the
vendor is financially sound and will continuously monitor the collateral's
value.
- Illiquid and Restricted Securities. To enable the Fund to sell
restricted securities not registered under the Securities Act of 1933, the
Fund may have to cause those securities to be registered. The expenses
of registration of restricted securities may be negotiated by the Fund
with the issuer at the time such securities are purchased by the Fund,
if such registration is required before such securities may be sold
publicly. When registration must be arranged because the Fund wishes to
sell the security, a considerable period may elapse between the time the
decision is made to sell the securities and the time the Fund would be
permitted to sell them. The Fund would bear the risks of any downward
price fluctuation during that period. The Fund may also acquire, through
private placements, securities having contractual restrictions on their
resale, which might limit the Fund's ability to dispose of such securities
and might lower the amount realizable upon the sale of such securities.
The Fund has percentage limitations that apply to purchases of
restricted securities, as stated in the Prospectus. Those percentage
restrictions do not limit purchases of restricted securities that are
eligible for sale to qualified institutional purchasers pursuant to Rule
144A under the Securities Act of 1933, provided that those securities have
been determined to be liquid by the Board of Directors of the Fund or by
the Sub-Advisor under Board-approved guidelines. Those guidelines take
into account the trading activity for such securities and the availability
of reliable pricing information, among other factors. If there is a lack
of trading interest in a particular Rule 144A security, the Fund's holding
of that security may be deemed to be illiquid.
- Loans of Portfolio Securities. The Fund may lend its portfolio
securities subject to the restrictions stated in the Prospectus. Under
applicable regulatory requirements (which are subject to change), the loan
collateral on each business day must at least equal the value of the
loaned securities and must consist of cash, bank letters of credit or
securities of the U.S. Government (or its agencies or instrumentalities).
To be acceptable as collateral, letters of credit must obligate a bank to
pay amounts demanded by the Fund if the demand meets the terms of the
letter. Such terms and the issuing bank must be satisfactory to the Fund.
When it lends securities, the Fund receives amounts equal to the dividends
or interest on loaned securities and also receives one or more of (a)
negotiated loan fees, (b) interest on securities used as collateral, and
(c) interest on short-term debt securities purchased with such loan
collateral. Either type of interest may be shared with the borrower. The
Fund may also pay reasonable finder's, custodian and administrative fees.
The terms of the Fund's loans must meet applicable tests under the
Internal Revenue Code and must permit the Fund to reacquire loaned
securities on five days' notice or in time to vote on any important
matter.
- Hedging With Options and Futures Contracts. The Fund may employ one
or more types of Hedging Instruments for the purposes described in the
Prospectus. Hedging Instruments used by the Fund are interest rate
futures, foreign currency futures and financial futures (collectively,
"Futures"), Forward Contracts (defined below), and call and put options
on Futures and foreign currencies. When hedging to attempt to protect
against declines in the market value of the Fund's portfolio, or to permit
the Fund to retain unrealized gains in the value of portfolio securities
which have appreciated, or to facilitate selling securities for investment
reasons, the Fund may: (i) sell Futures, (ii) buy puts, or (iii) write
covered calls on securities held by it or on Futures (as described in the
Prospectus). When hedging to establish a position in the equity
securities markets as a temporary substitute for the purchase of
individual equity securities the Fund may: (i) buy Futures, or (ii) buy
calls on Futures or securities. Normally, the Fund would then purchase
the equity securities and terminate the hedging portion. When hedging to
protect against declines in the dollar value of a foreign currency-
denominated security, the Fund may (a) purchase puts on that foreign
currency and on foreign currency Futures, (b) write calls on that currency
or on such Futures, or (c) enter into Forward Contracts at a lower rate
than the spot ("cash") rate.
The Fund's strategy of hedging with Futures and options on Futures
will be incidental to the Fund's investment activities in the underlying
cash market. In the future, the Fund may employ hedging instruments and
strategies that are not presently contemplated but which may be
subsequently developed, to the extent such investment methods are
consistent with the Fund's investment objective, and are legally
permissible and disclosed in the Prospectus. Additional information about
the hedging instruments the Fund may use is provided below.
- Writing Call Options. As described in the Prospectus, the Fund may
write covered calls. When the Fund writes a call on an investment, it
receives a premium and agrees to sell the callable investment to a
purchaser of a corresponding call during the call period (usually not more
than 9 months) at a fixed exercise price (which may differ from the market
price of the underlying investment) regardless of market price changes
during the call period. To terminate its obligation on a call it has
written, the Fund may purchase a corresponding call in a "closing
purchase transaction." A profit or loss will be realized, depending upon
whether the net of the amount of option transaction costs and the premium
received on the call the Fund has written is more or less than the price
of the call the Fund subsequently purchased. A profit may also be
realized if the call lapses unexercised because the Fund retains the
underlying investment and the premium received. Those profits are
considered short-term capital gains for Federal income tax purposes, as
are premiums on lapsed calls, and when distributed by the Fund are taxable
as ordinary income. If the Fund could not effect a closing purchase
transaction due to the lack of a market, it would have to hold the
callable investment until the call lapsed or was exercised.
The Fund may also write calls on Futures without owning a futures
contract or deliverable securities, provided that at the time the call is
written, the Fund covers the call by segregating in escrow an equivalent
dollar value of deliverable securities or liquid assets. The Fund will
segregate additional liquid assets if the value of the escrowed assets
drops below 100% of the current value of the Future. In no circumstances
would an exercise notice as to a Future put the Fund in a short futures
position.
- Writing Put Options. A put option on securities gives the
purchaser the right to sell, and the writer the obligation to buy, the
underlying investment at the exercise price during the option period.
Writing a put covered by segregated liquid assets equal to the exercise
price of the put has the same economic effect to the Fund as writing a
covered call. The premium the Fund receives from writing a put option
represents a profit, as long as the price of the underlying investment
remains above the exercise price. However, the Fund has also assumed the
obligation during the option period to buy the underlying investment from
the buyer of the put at the exercise price, even though the value of the
investment may fall below the exercise price. If the put expires
unexercised, the Fund (as the writer of the put) realizes a gain in the
amount of the premium less transaction costs. If the put is exercised,
the Fund must fulfill its obligation to purchase the underlying investment
at the exercise price, which will usually exceed the market value of the
investment at that time. In that case, the Fund may incur a loss, equal
to the sum of the sale price of the underlying investment and the premium
received minus the sum of the exercise price and any transaction costs
incurred.
When writing put options on securities or on foreign currencies, to
secure its obligation to pay for the underlying security, the Fund will
deposit in escrow liquid assets with a value equal to or greater than the
exercise price of the underlying securities. The Fund therefore forgoes
the opportunity of investing the segregated assets or writing calls
against those assets. As long as the obligation of the Fund as the put
writer continues, it may be assigned an exercise notice by the exchange
or broker-dealer through whom such option was sold, requiring the Fund to
exchange currency at the specified rate of exchange or to take delivery
of the underlying security against payment of the exercise price. The
Fund may have no control over when it may be required to purchase the
underlying security, since it may be assigned an exercise notice at any
time prior to the termination of its obligation as the writer of the put.
This obligation terminates upon expiration of the put, or such earlier
time at which the Fund effects a closing purchase transaction by
purchasing a put of the same series as that previously sold. Once the
Fund has been assigned an exercise notice, it is thereafter not allowed
to effect a closing purchase transaction.
The Fund may effect a closing purchase transaction to realize a
profit on an outstanding put option it has written or to prevent an
underlying security from being put. Furthermore, effecting such a closing
purchase transaction will permit the Fund to write another put option to
the extent that the exercise price thereof is secured by the deposited
assets, or to utilize the proceeds from the sale of such assets for other
investments by the Fund. The Fund will realize a profit or loss from a
closing purchase transaction if the cost of the transaction is less or
more than the premium received from writing the option. As above for
writing covered calls, any and all such profits described herein from
writing puts are considered short-term capital gains for Federal tax
purposes, and when distributed by the Fund, are taxable as ordinary
income.
- Purchasing Puts and Calls. The Fund may purchase calls to protect
against the possibility that the Fund's portfolio will not participate in
an anticipated rise in the securities market. When the Fund purchases a
call (other than in a closing purchase transaction), it pays a premium
and, except as to calls on Futures, has the right to buy the underlying
investment from a seller of a corresponding call on the same investment
during the call period at a fixed exercise price. In purchasing a call,
the Fund benefits only if the call is sold at a profit or if, during the
call period, the market price of the underlying investment is above the
sum of the exercise price, transaction costs, and the premium paid, and
the call is exercised. If the call is not exercised or sold (whether or
not at a profit), it will become worthless at its expiration date and the
Fund will lose its premium payment and the right to purchase the
underlying investment.
When the Fund purchases a put, it pays a premium and, except as to
puts on Futures, has the right to sell the underlying investment to a
seller of a corresponding put on the same investment during the put period
at a fixed exercise price. Buying a put on an investment the Fund owns
(a "protective put") enables the Fund to attempt to protect itself during
the put period against a decline in the value of the underlying investment
below the exercise price by selling the underlying investment at the
exercise price to a seller of a corresponding put. If the market price
of the underlying investment is equal to or above the exercise price and
as a result the put is not exercised or resold, the put will become
worthless at its expiration and the Fund will lose the premium payment and
the right to sell the underlying investment. However, the put may be sold
prior to expiration (whether or not at a profit).
Puts and calls on Futures are similar to puts and calls on securities
except that all settlements are in cash and gain or loss depends on
changes in the index in question (and thus on price movements in the stock
market generally) rather than on price movements of individual securities
or futures contracts. When the Fund buys a call on a Future, it pays a
premium. If the Fund exercises the call during the call period, a seller
of a corresponding call on the same investment will pay the Fund an amount
of cash to settle the call if the closing level of the Future upon which
the call is based is greater than the exercise price of the call. That
cash payment is equal to the difference between the closing price of the
call and the exercise price of the call times a specified multiple (the
"multiplier") which determines the total dollar value for each point of
difference. When the Fund buys a put on a Future, it pays a premium and
has the right during the put period to require a seller of a corresponding
put, upon the Fund's exercise of its put, to deliver cash to the Fund to
settle the put if the closing level of the Future upon which the put is
based is less than the exercise price of the put. That cash payment is
determined by the multiplier, in the same manner as described above as to
calls.
When the Fund purchases a put on a Future not owned by it, the put
protects the Fund to the extent that the index moves in a similar pattern
to the securities the Fund holds. The Fund can either resell the put or
buy the underlying investment and sell it at the exercise price. The
resale price of the put will vary inversely with the price of the
underlying investment. If the market price of the underlying investment
is above the exercise price, and as a result the put is not exercised, the
put will become worthless on the expiration date. In the event of a
decline in price of the underlying investment, the Fund could exercise or
sell the put at a profit to attempt to offset some or all of its loss on
its portfolio securities.
The Fund's option activities may affect its portfolio turnover rate
and brokerage commissions. The exercise of calls written by the Fund may
cause the Fund to sell related portfolio securities, thus increasing its
turnover rate. The exercise by the Fund of puts on securities will cause
the sale of underlying investments, increasing portfolio turnover.
Although the decision whether to exercise a put it holds is within the
Fund's control, holding a put might cause the Fund to sell the related
investments for reasons that would not exist in the absence of the put.
The Fund will pay a brokerage commission each time it buys or sells a
call, put or an underlying investment in connection with the exercise of
a put or call. Those commissions may be higher than the commissions for
direct purchases or sales of the underlying investments.
Premiums paid for options are small in relation to the market value
of the underlying investments and, consequently, put and call options
offer large amounts of leverage. The leverage offered by trading in
options could result in the Fund's net asset value being more sensitive
to changes in the value of the underlying investments.
- Futures. The Fund may buy and sell futures contracts relating
to a securities index ("Financial Futures"), including "Stock Index
Futures," a type of Financial Future for which the index used as the basis
for trading is a broadly-based stock index (including stocks that are not
limited to issuers in a particular industry or group of industries). A
stock index assigns relative values to the common stocks included in the
index and fluctuates with the changes in the market value of those stocks.
Stock indices cannot be purchased or sold directly. Financial Futures are
contracts based on the future value of the basket of securities that
comprise the underlying index. The contracts obligate the seller to
deliver, and the purchaser to take, cash to settle the futures transaction
or to enter into an offsetting contract. No physical delivery of the
securities underlying the index is made on settling the futures
obligation. No monetary amount is paid or received by the Fund on the
purchase or sale of a Financial Future or Stock Index Future.
The Fund may also buy Futures relating to debt securities ("Interest
Rate Futures"). An Interest Rate Future obligates the seller to deliver
and the purchaser to take a specific type of debt security at a specific
future date for a fixed price to settle the futures transaction, or to
enter into an offsetting contract. As with Financial Futures, no monetary
amount is paid or received by the Fund on the purchase of an Interest Rate
Future.
Upon entering into a Futures transaction, the Fund will be required
to deposit an initial margin payment, in cash or U.S. Treasury bills, with
the futures commission merchant (the "futures broker"). Initial margin
payments will be deposited with the Fund's Custodian in an account
registered in the futures broker's name; however, the futures broker can
gain access to that account only under certain specified conditions. As
the Future is marked to market (that is, its value on the Fund's books is
changed) to reflect changes in its market value, subsequent margin
payments, called variation margin, will be paid to or by the futures
broker on a daily basis.
At any time prior to the expiration of the Future, the Fund may elect
to close out its position by taking an opposite position, at which time
a final determination of variation margin is made and additional cash is
required to be paid by or released to the Fund. Any gain or loss is then
realized by the Fund on the Future for tax purposes. Although Financial
Futures and Stock Index Futures by their terms call for settlement by the
delivery of cash, and Interest Rate Futures call for the delivery of a
specific debt security, in most cases the settlement obligation is
fulfilled without such delivery by entering into an offsetting
transaction. All Futures transactions are effected through a
clearinghouse associated with the exchange on which the contracts are
traded.
- Options on Foreign Currency. The Fund intends to write and
purchase calls on foreign currencies. The Fund may purchase and write
puts and calls on foreign currencies that are traded on a securities or
commodities exchange or over-the-counter markets or are quoted by major
recognized dealers in such options. It does so to protect against
declines in the dollar value of foreign securities and against increases
in the dollar cost of foreign securities to be acquired. If the Manager
anticipates a rise in the dollar value of a foreign currency in which
securities to be acquired are denominated, the increased cost of such
securities may be partially offset by purchasing calls or writing puts on
that foreign currency. If a decline in the dollar value of a foreign
currency is anticipated, the decline in value of portfolio securities
denominated in that currency may be partially offset by writing calls or
purchasing puts on that foreign currency. However, in the event of
currency rate fluctuations adverse to the Fund's position, it would lose
the premium it paid and transactions costs.
A call written on a foreign currency by the Fund is covered if the
Fund owns the underlying foreign currency covered by the call or has an
absolute and immediate right to acquire that foreign currency without
additional cash consideration (or for additional cash consideration held
in a segregated account by its custodian) upon conversion or exchange of
other foreign currency held in its portfolio. A call may be written by
the Fund on a foreign currency to provide a hedge against a decline due
to an expected adverse change in the exchange rate in the U.S. dollar
value of a security which the Fund owns or has the right to acquire and
which is denominated in the currency underlying the option. This is a
cross-hedging strategy. In such circumstances, the Fund collateralizes
the option by maintaining in a segregated account with the Fund's
Custodian, cash or U.S. Government Securities in an amount not less than
the value of the underlying foreign currency in U.S. dollars marked-to-
market daily.
- Forward Contracts. The Fund may enter into foreign currency
exchange contracts ("Forward Contracts"), which obligate the seller to
deliver and the purchaser to take a specific amount of foreign currency
at a specific future date for a fixed price. A Forward Contract involves
bilateral obligations of one party to purchase, and another party to sell,
a specific currency at a future date (which may be any fixed number of
days from the date of the contract agreed upon by the parties), at a price
set at the time the contract is entered into. These contracts are
generally traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers.
The Fund may enter into a Forward Contract in order to "lock in" the U.S.
dollar price of a security denominated in a foreign currency which it has
purchased or sold but which has not yet settled, or to protect against a
possible loss resulting from an adverse change in the relationship between
the U.S. dollar and a foreign currency.
There is a risk that use of Forward Contracts may reduce the gain
that would otherwise result from a change in the relationship between the
U.S. dollar and a foreign currency. Forward contracts include
standardized foreign currency futures contracts which are traded on
exchanges and are subject to procedures and regulations applicable to
other Futures. The Fund may also enter into a forward contract to sell
a foreign currency denominated in a currency other than that in which the
underlying security is denominated. This is done in the expectation that
there is a greater correlation between the foreign currency of the forward
contract and the foreign currency of the underlying investment than
between the U.S. dollar and the foreign currency of the underlying
investment. This technique is referred to as "cross hedging." The
success of cross hedging is dependent on many factors, including the
ability of the Manager to correctly identify and monitor the correlation
between foreign currencies and the U.S. dollar. To the extent that the
correlation is not identical, the Fund may experience losses or gains on
both the underlying security and the cross currency hedge.
The Fund may use Forward Contracts to protect against uncertainty in
the level of future exchange rates. The use of Forward Contracts does not
eliminate fluctuations in the prices of the underlying securities the Fund
owns or intends to acquire, but it does fix a rate of exchange in advance.
In addition, although Forward Contracts limit the risk of loss due to a
decline in the value of the hedged currencies, at the same time they limit
any potential gain that might result should the value of the currencies
increase.
There is no limitation as to the percentage of the Fund's assets that
may be committed to foreign currency exchange contracts. The Fund does
not enter into such forward contracts or maintain a net exposure in such
contracts to the extent that the Fund would be obligated to deliver an
amount of foreign currency in excess of the value of the Fund's assets
denominated in that currency, or enter into a "cross hedge," unless it is
denominated in a currency or currencies that the Manager believes will
have price movements that tend to correlate closely with the currency in
which the investment being hedged is denominated. See "Tax Aspects of
Covered Calls and Hedging Instruments" below for a discussion of the tax
treatment of foreign currency exchange contracts
The Fund may enter into Forward Contracts with respect to specific
transactions. For example, when the Fund enters into a contract for the
purchase or sale of a security denominated in a foreign currency, or when
the Fund anticipates receipt of dividend payments in a foreign currency,
the Fund may desire to "lock-in" the U.S. dollar price of the security or
the U.S. dollar equivalent of such payment by entering into a Forward
Contract, for a fixed amount of U.S. dollars per unit of foreign currency,
for the purchase or sale of the amount of foreign currency involved in the
underlying transaction ("transaction hedge"). The Fund will thereby be
able to protect itself against a possible loss resulting from an adverse
change in the relationship between the currency exchange rates during the
period between the date on which the security is purchased or sold, or on
which the payment is declared, and the date on which such payments are
made or received.
The Fund may also use Forward Contracts to lock in the U.S. dollar
value of portfolio positions ("position hedge"). In a position hedge, for
example, when the Fund believes that foreign currency may suffer a
substantial decline against the U.S. dollar, it may enter into a forward
sale contract to sell an amount of that foreign currency approximating the
value of some or all of the Fund's portfolio securities denominated in
such foreign currency, or when the Fund believes that the U.S. dollar may
suffer a substantial decline against a foreign currency, it may enter into
a forward purchase contract to buy that foreign currency for a fixed
dollar amount. In this situation the Fund may, in the alternative, enter
into a forward contract to sell a different foreign currency for a fixed
U.S. dollar amount where the Fund believes that the U.S. dollar value of
the currency to be sold pursuant to the forward contract will fall
whenever there is a decline in the U.S. dollar value of the currency in
which portfolio securities of the Fund are denominated ("cross hedge").
The Fund's Custodian will place cash or U.S. Government securities
or other liquid high-quality debt securities in a separate account of the
Fund having a value equal to the aggregate amount of the Fund's
commitments under forward contracts to cover its short positions. If the
value of the securities placed in the separate account declines,
additional cash or securities will be placed in the account on a daily
basis so that the value of the account will equal the amount of the Fund's
net commitments with respect to such contracts. As an alternative to
maintaining all or part of the separate account, the Fund may purchase a
call option permitting the Fund to purchase the amount of foreign currency
being hedged by a forward sale contract at a price no higher than the
forward contract price, or the Fund may purchase a put option permitting
the Fund to sell the amount of foreign currency subject to a forward
purchase contract at a price as high or higher than the forward contract
price. Unanticipated changes in currency prices may result in poorer
overall performance for the Fund than if it had not entered into such
contracts.
The precise matching of the Forward Contract amounts and the value
of the securities involved will not generally be possible because the
future value of such securities in foreign currencies will change as a
consequence of market movements in the value of these securities between
the date the Forward Contract is entered into and the date it is sold.
Accordingly, it may be necessary for the Fund to purchase additional
foreign currency on the spot (i.e., cash) market (and bear the expense of
such purchase), if the market value of the security is less than the
amount of foreign currency the Fund is obligated to deliver and if a
decision is made to sell the security and make delivery of the foreign
currency. Conversely, it may be necessary to sell on the spot market some
of the foreign currency received upon the sale of the portfolio security
if its market value exceeds the amount of foreign currency the Fund is
obligated to deliver. The projection of short-term currency market
movements is extremely difficult, and the successful execution of a short-
term hedging strategy is highly uncertain. Forward Contracts involve the
risk that anticipated currency movements will not be accurately predicted,
causing the Fund to sustain losses on these contracts and transactions
costs.
At or before the maturity of a Forward Contract requiring the Fund
to sell a currency, the Fund may either sell a portfolio security and use
the sale proceeds to make delivery of the currency or retain the security
and offset its contractual obligation to deliver the currency by
purchasing a second contract pursuant to which the Fund will obtain, on
the same maturity date, the same amount of the currency that it is
obligated to deliver. Similarly, the Fund may close out a Forward
Contract requiring it to purchase a specified currency by entering into
a second contract entitling it to sell the same amount of the same
currency on the maturity date of the first contract. The Fund would
realize a gain or loss as a result of entering into such an offsetting
Forward Contract under either circumstance to the extent the exchange rate
or rates between the currencies involved moved between the execution dates
of the first contract and offsetting contract.
The cost to the Fund of engaging in Forward Contracts varies with
factors such as the currencies involved, the length of the contract period
and the market conditions then prevailing. Because Forward Contracts are
usually entered into on a principal basis, no fees or commissions are
involved. Because such contracts are not traded on an exchange, the Fund
must evaluate the credit and performance risk of each particular
counterparty under a Forward Contract.
Although the Fund values its assets daily in terms of U.S. dollars,
it does not intend to convert all of its holdings of foreign currency
deposits into U.S. dollars on a daily basis. The Fund may convert foreign
currency from time to time, and investors should be aware of the costs of
currency conversion. Foreign exchange dealers do not charge a fee for
conversion, but they do seek to realize a profit based on the difference
between the prices at which they buy and sell various currencies. Thus,
a dealer may offer to sell a foreign currency to the Fund at one rate,
while offering a lesser rate of exchange should the Fund desire to resell
that currency to the dealer.
- Regulatory Aspects of Hedging Instruments. The Fund is required
to operate within certain guidelines and restrictions with respect to its
use of futures and options thereon as established by the Commodities
Futures Trading Commission ("CFTC"). In particular, the Fund is excluded
from registration as a "commodity pool operator" if it complies with the
requirements of Rule 4.5 adopted by the CFTC. Under this Rule, the Fund
is not limited regarding the percentage of its assets committed to futures
margins and related options premiums subject to a hedge position.
However, aggregate initial futures margins and related options premiums
are limited to 5% or less of the Fund's net asset value for other than
bona fide hedging strategies employed by the Fund within the meaning and
intent of applicable provisions of the Commodity Exchange Act and CFTC
regulations thereunder.
Transactions in options by the Fund are subject to limitations
established by option exchanges governing the maximum number of options
that may be written or held by a single investor or group of investors
acting in concert, regardless of whether the options were written or
purchased on the same or different exchanges or are held in one or more
accounts or through one or more different exchanges or through one or more
brokers. Thus the number of options which the Fund may write or hold may
be affected by options written or held by other entities, including other
investment companies having the same adviser as the Fund (or an adviser
that is an affiliate of the Fund's adviser). The exchanges also impose
position limits on Futures transactions. An exchange may order the
liquidation of positions found to be in violation of those limits and may
impose certain other sanctions.
Due to requirements under the Investment Company Act, when the Fund
purchases a Stock Index Future, the Fund will maintain, in a segregated
account or accounts with its custodian, cash or readily-marketable, short-
term (maturing in one year or less) debt instruments in an amount equal
to the market value of the securities underlying such Future, less the
margin deposit applicable to it.
- Additional Information About Hedging Instruments and Their Use.
The Fund's Custodian, or a securities depository acting for the Custodian,
will act as the Fund's escrow agent, through the facilities of the Options
Clearing Corporation ("OCC"), as to the investments on which the Fund has
written options traded on exchanges or as to other acceptable escrow
securities, so that no margin will be required for such transactions. OCC
will release the securities on the expiration of the option or upon the
Fund's entering into a closing transaction. An option position may be
closed out only on a market which provides secondary trading for options
of the same series, and there is no assurance that a liquid secondary
market will exist for any particular option.
When the Fund writes an over-the-counter("OTC") option, it will enter
into an arrangement with a primary U.S. Government securities dealer,
which would establish a formula price at which the Fund would have the
absolute right to repurchase that OTC option. That formula price would
generally be based on a multiple of the premium received for the option,
plus the amount by which the option is exercisable below the market price
of the underlying security (that is, the extent to which the option is
"in-the-money"). When the Fund writes an OTC option, it will treat as
illiquid (for purposes of the limit on its assets that may be invested in
the illiquid securities, stated in the Prospectus) the mark-to-market
value of any OTC option held by it. The Securities and Exchange
Commission ("SEC") is evaluating whether OTC options should be considered
liquid securities, and the procedure described above could be affected by
the outcome of that evaluation.
The Fund's option activities may affect its turnover rate and
brokerage commissions. The exercise by the Fund of puts on securities
will cause the sale of related investments, increasing portfolio turnover.
Although such exercise is within the Fund's control, holding a put might
cause the Fund to sell the related investments for reasons which would not
exist in the absence of the put. The Fund will pay a brokerage commission
each time it buys a put or call, sells a call, or buys or sells an
underlying investment in connection with the exercise of a put or call.
Such commissions may be higher than those which would apply to direct
purchases or sales of such underlying investments. Premiums paid for
options are small in relation to the market value of the related
investments, and consequently, put and call options offer large amounts
of leverage. The leverage offered by trading options could result in the
Fund's net asset value being more sensitive to changes in the value of the
underlying investments.
- Tax Aspects of Covered Calls and Hedging Instruments. The Fund
intends to qualify as a "regulated investment company" under the Internal
Revenue Code. That qualification enables the Fund to "pass through" its
income and realized capital gains to shareholders without having to pay
tax on them. This avoids a "double tax" on that income and capital gains,
since shareholders normally will be taxed on the dividends and capital
gains they receive from the Fund (unless the Fund's shares are held in a
retirement account or the shareholder is otherwise exempt from tax). One
of the tests for the Fund's qualification as a regulated investment
company is that less than 30% of its gross income must be derived from
gains realized on the sale of securities held for less than three months.
To comply with this 30% cap, the Fund will limit the extent to which it
engages in the following activities, but will not be precluded from them:
(i) selling investments, including Stock Index Futures, held for less than
three months, whether or not they were purchased on the exercise of a call
held by the Fund; (ii) purchasing options which expire in less than three
months; (iii) effecting closing transactions with respect to calls or puts
written or purchased less than three months previously; (iv) exercising
puts or calls held by the Fund for less than three months; or (v) writing
calls on investments held less than three months.
Certain foreign currency exchange contracts ("Forward Contracts") in
which the Fund may invest are treated as "section 1256 contracts." Gains
or losses relating to section 1256 contracts generally are characterized
under the Internal Revenue Code as 60% long-term and 40% short-term
capital gains or losses. However, foreign currency gains or losses
arising from certain section 1256 contracts (including Forward Contracts)
generally are treated as ordinary income or loss. In addition, section
1256 contracts held by the Fund at the end of each taxable year are
"marked-to-market" with the result that unrealized gains or losses are
treated as though they were realized. These contracts also may be marked-
to-market for purposes of the excise tax applicable to investment company
distributions and for other purposes under rules prescribed pursuant to
the Internal Revenue Code. An election can be made by the Fund to exempt
these transactions from this marked-to-market treatment.
Certain Forward Contracts entered into by the Fund may result in
"straddles" for Federal income tax purposes. The straddle rules may
affect the character of gains (or losses) realized by the Fund on straddle
positions. Generally, a loss sustained on the disposition of a position
making up a straddle is allowed only to the extent such loss exceeds any
unrecognized gain in the offsetting positions making up the straddle.
Disallowed loss is generally allowed at the point where there is no
unrecognized gain in the offsetting positions making up the straddle, or
the offsetting position is disposed of.
Under the Internal Revenue Code, gains or losses attributable to
fluctuations in exchange rates that occur between the time the Fund
accrues interest or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund
actually collects such receivables or pays such liabilities generally are
treated as ordinary income or ordinary loss. Similarly, on disposition
of debt securities denominated in a foreign currency and on disposition
foreign currency forward contracts, gains or losses attributable to
fluctuations in the value of a foreign currency between the date of
acquisition of the security or contract and the date of the disposition
also are treated as an ordinary gain or loss. Currency gains and losses
are offset against market gains and losses on each trade before
determining a net "section 988" gain or loss under the Internal Revenue
Code, which may ultimately increase or decrease the amount of the Fund's
investment company income available for distribution to its
shareholders.
- Additional Risk Factors in Hedging. In addition to the risks with
respect to options discussed in the Prospectus and above, there is a risk
in using short hedging by (i) selling Stock Index Futures or (ii)
purchasing puts on stock indices or Stock Index Futures to attempt to
protect against declines in the value of the Fund's equity securities. The
risk is that the prices of Stock Index Futures will correlate imperfectly
with the behavior of the cash (i.e., market value) prices of the Fund's
equity securities. The ordinary spreads between prices in the cash and
futures markets are subject to distortions, due to differences in the
natures of those markets. First, all participants in the futures markets
are subject to margin deposit and maintenance requirements. Rather than
meeting additional margin deposit requirements, investors may close out
futures contracts through offsetting transactions which could distort the
normal relationship between the cash and futures markets. Second, the
liquidity of the futures markets depends on participants entering into
offsetting transactions rather than making or taking delivery. To the
extent participants decide to make or take delivery, liquidity in the
futures markets could be reduced, thus producing distortion. Third, from
the point of view of speculators, the deposit requirements in the futures
markets are less onerous than margin requirements in the securities
markets. Therefore, increased participation by speculators in the futures
markets may cause temporary price distortions.
The risk of imperfect correlation increases as the composition of the
Fund's portfolio diverges from the securities included in the applicable
index. To compensate for the imperfect correlation of movements in the
price of the equity securities being hedged and movements in the price of
the hedging instruments, the Fund may use hedging instruments in a greater
dollar amount than the dollar amount of equity securities being hedged if
the historical volatility of the prices of the equity securities being
hedged is more than the historical volatility of the applicable index.
It is also possible that if the Fund has used hedging instruments in a
short hedge, the market may advance and the value of equity securities
held in the Fund's portfolio may decline. If that occurred, the Fund would
lose money on the hedging instruments and also experience a decline in
value in its portfolio securities. However, while this could occur for
a very brief period or to a very small degree, over time the value of a
diversified portfolio of equity securities will tend to move in the same
direction as the indices upon which the hedging instruments are based.
If the Fund uses hedging instruments to establish a position in the
equities markets as a temporary substitute for the purchase of individual
equity securities (long hedging) by buying Stock Index Futures and/or
calls on such Futures, on securities or on stock indices, it is possible
that the market may decline. If the Fund then concludes not to invest in
equity securities at that time because of concerns as to a possible
further market decline or for other reasons, the Fund will realize a loss
on the hedging instruments that is not offset by a reduction in the price
of the equity securities purchased.
Other Investment Restrictions
The Fund's most significant investment restrictions are set forth in
the Prospectus. There are additional investment restrictions that the
Fund must follow that are also fundamental policies. Fundamental policies
and the Fund's investment objective cannot be changed without the vote of
a "majority" of the Fund's outstanding voting securities. Under the
Investment Company Act, such a majority vote is defined as the vote of the
holders of the lesser of: (i) 67% or more of the shares present or
represented by proxy at a shareholder meeting, if the holders of more than
50% of the outstanding shares are present or represented by proxy, or (ii)
more than 50% of the outstanding shares.
Under these additional restrictions, the Fund cannot:
- - Invest in physical commodities or physical commodity contracts or
speculate in financial commodity contracts, but may purchase and sell
financial futures contracts and options on such futures contracts
exclusively for hedging and other non-speculative purposes;
- - Invest in real estate; however, the Fund may purchase securities of
issuers which engage in real estate operations and securities which are
secured by real estate or interests therein; - Purchase securities on
margin (except for such short-term loans as are necessary for the
clearance of purchases of portfolio securities) or make short sales of
securities. (Collateral arrangements in connection with transactions in
futures and options are not deemed to be margin transactions.)
- - Underwrite securities of other companies except insofar as the Fund may
be deemed to be an underwriter under the Securities Act of 1933 in
disposing of a security;
- - Invest more than 10% of its assets in securities of other investment
companies or more than 5% of its assets in the securities of one
investment company or more than 3% of the outstanding voting securities
of such company, provided that the foregoing restrictions on investment
company purchases and holdings by the Fund are inapplicable to
acquisitions in connection with a merger, consolidation, reorganization
or acquisition of assets
- -Invest in interests in oil, gas or other mineral exploration or
development programs;
- - Invest in securities of any issuer if, to the knowledge of the Fund, any
officer or director of the Fund or any officer or director of the Manager
or the Sub-Adviser owns more than 1/2 of 1% of the outstanding securities
of such issuer, and such officers and directors who own more than 1/2 of
1% own in the aggregate more than 5% of the outstanding securities of such
issuer; - Pledge its assets or assign or otherwise encumber its assets in
excess of 33 1/3% of its net assets (taken at market value at the time of
pledging) and then only to secure borrowings effected within the
limitations set forth in the Prospectus;
- - Invest for the purpose of exercising control or management of another
company - Issue senior securities as defined in the 1940 Act except
insofar as the Fund may be deemed to have issued a senior security by
reason of: (1) entering into any repurchase agreement; 2) borrowing
money in accordance with restrictions described in the Prospectus; or (3)
lending portfolio securities.
In addition, as a non-fundamental investment restriction, the Fund
(i) may not purchase warrants if as a result the Fund would then have
either more than 5% of its total assets (determined at the time of
investment) invested in warrants or more than 2% of its total assets
invested in warrants not listed on the New York or American Stock
Exchange; (ii) may not invest in real estate limited partnership programs;
(iii) may not invest in oil, gas or mineral leases; (iv) may not invest
more than 15% of its assets in restricted securities, foreign equity
securities not listed on an exchange, illiquid securities, securities for
which market quotations are not readily available and repurchase
agreements in excess of seven days; and (v) invest more than 5% of its
assets in unseasoned issues. In addition, to comply with a state's
securities laws, the Fund may not make loans to any person or individual
(except that portfolio securities may be loaned within the limitations set
forth in the Prospectus).
How the Fund is Managed
Organization and History. Oppenheimer Quest Global Value Fund, Inc.
(referred to as the "Fund") is organized as a Maryland Corporation.
The Directors are authorized to create new series and classes of
series. The Directors may reclassify unissued shares of the Fund or
classes into additional classes of shares. The Directors may also divide
or combine the shares of a class into a greater or lesser number of shares
without thereby changing the proportionate beneficial interest of a
shareholder in the Fund. Shares do not have cumulative voting rights or
preemptive or subscription rights. Shares may be voted in person or by
proxy.
As a Maryland corporation, the Fund is not required to hold, and does
not plan to hold, regular annual meetings of shareholders. The Fund will
hold meetings when required to do so by the Investment Company Act or
other applicable law, or when a shareholder meeting is called by the
Directors or upon proper request of the shareholders. Each share of the
Fund represents an interest in the Fund proportionately equal to the
interest of each other share of the same class and entitles the holder to
one vote per share (and a fractional vote for a fractional share) on
matters submitted to their vote at shareholders' meetings. Shareholders
of the Fund vote together in the aggregate on certain matters at
shareholders' meetings, such as the election of Directors and ratification
of appointment of auditors for the Fund. Shareholders of a particular
class vote separately on proposals which affect that class, and
shareholders of a class which is not affected by that matter are not
entitled to vote on the proposal. For example, only shareholders of a
class of a series vote on certain amendments to the Distribution and/or
Service Plans if the amendments affect that class.
Directors and Officers of the Fund. The Fund's Directors and officers,
and the Fund's portfolio manager (who is not an officer), are listed
below, together with principal occupations and business affiliations
during the past five years. The address of each is Two World Trade
Center, New York, New York 10048, except as noted. All of the Directors
are also directors or trustees of Oppenheimer Quest Value Fund, Inc.,
Oppenheimer Quest for Value Funds and The Rochester Funds (Rochester Fund
Municipals, Rochester Portfolio Series and Rochester Fund Series). As of
February 25, 1996, the directors and officers of the Fund as a group owned
less than 1% of each class of shares of the Fund. The foregoing does not
include shares held of record by an employee benefit plan for employees
of the Manager for which plan one of the officers listed below, Mr.
Donohue, is a trustee, other than the shares beneficially owned under that
plan by officers of the Fund listed below..
Bridget A. Macaskill, Chairman of the Board of Directors and
President*; Age: 47.
Chief Executive Officer, President and Chief Operating Officer of the
Manager; prior thereto, Chief Operating Officer of the Manager and
Executive Vice President of the Manager. Vice President and a Director
of Oppenheimer Acquisition Corp., Director of Oppenheimer Partnership
Holdings, Inc., Chairman and a Director of Shareholder Services, Inc.
("SSI"), Director of Main Street Advisers, Inc., and Director of
HarbourView Asset Management Corporation ("HarbourView"), all of which are
subsidiaries of the Manager; a Trustee of the New York-based and Denver-
based Oppenheimer funds.
__________________________
* A Director who is an "interested person" as defined in the Investment
Company Act.
Paul Y. Clinton, Director; Age: 64
946 Morris Avenue, Bryn Mawr, Pennsylvania 19010
Director, External Affairs, Kravco Corporation (national real estate owner
and property management); formerly President of Essex Management
Corporation (management consulting company); Trustee of Capital Cash
Management Trust, Prime Cash Fund and Short Term Asset Reserves, each of
which is a money-market fund; Director of Quest Cash Reserves, Inc. and
Trustee of Quest For Value Accumulation Trust, all of which are open-end
investment companies. Formerly: a general partner of Capital Growth Fund
(venture capital partnership); a general partner of Essex Limited
Partnership (investment partnership); President of Geneve Corp. (venture
capital fund); Chairman of Woodland Capital Corp. (small business
investment company); and Vice President of W.R. Grace & Co.
Thomas W, Courtney, Director; Age: 66
P.O. Box 580, Sewickley, Pennsylvania 15143
Principal of Courtney Associates, Inc. (venture capital firm); former
General Partner of Trivest Venture Fund (private venture capital fund);
former President of Investment Counseling Federated Investors, Inc.;
Trustee of Cash Assets Trust, a money market fund; Director of Quest Cash
Reserves, Inc., and Trustee of Quest for Value Accumulation Trust, all of
which are open-end investment companies; former President of Boston
Company Institutional Investors; Trustee of Hawaiian Tax-Free Trust and
Tax Free Trust of Arizona, tax-exempt bond funds; Director of several
privately owned corporations; former Director of Financial Analysts
Federation.
Lacy B. Herrmann, Director; Age: 66
380 Madison Avenue, Suite 2300, New York, New York 10017
President and Chairman of the Board of Aquila Management Corporation, the
sponsoring organization and Administrator and/or Sub-Adviser to the
following open-end investment companies, and Chairman of the Board of
Trustees and President of each: Churchill Cash Reserves Trust, Short Term
Asset Reserves, Pacific Capital Cash Assets Trust, Pacific Capital U.S.
Treasuries Cash Assets Trust, Pacific Capital Tax-Free Cash Assets Trust,
Prime Cash Fund, Narragansett Insured Tax-Free Income Fund, Tax-Free Fund
For Utah, Churchill Tax-Free Fund of Kentucky, Tax-Free Fund of Colorado,
Tax-Free Trust of Oregon, Tax-Free Trust of Arizona, Hawaiian Tax-Free
Trust, and Aquila Rocky Mountain Equity Fund; Vice President, Director,
Secretary, and formerly Treasurer of Aquila Distributors, Inc.,
distributor of the above funds; President and Chairman of the Board of
Trustees of Capital Cash Management Trust ("CCMT"), and an Officer and
Trustee/Director of its predecessors; President and Director of STCM
Management Company, Inc., sponsor and adviser to CCMT; Chairman, President
and a Director of InCap Management Corporation, formerly sub-adviser and
administrator of Prime Cash Fund and Short Term Asset Reserves; Director
of Quest Cash Reserves, Inc., and Trustee of Quest for Value Accumulation
Trust and The Saratoga Advantage Trust, each of which is an open-end
investment company; Trustee of Brown University.
George Loft, Director; Age: 80
51 Herrick Road, Sharon, Connecticut 06069
Private Investor; Director of Quest Cash Reserves, Inc., and Trustee of
Quest for Value Accumulation Trust and The Saratoga Advantage Trust, all
of which are open-end investment companies, and Director of the Quest for
Value Dual Purpose Fund, Inc., a closed-end investment company.
Robert C. Doll, Jr., Vice President; Age: 41
Executive Vice President and Director of Equity Investments of the
Manager; an officer and Portfolio Manager of other Oppenheimer funds.
Andrew J. Donohue, Secretary; Age: 45
Executive Vice President and General Counsel of the Manager and
OppenheimerFunds Distributor, Inc. (the "Distributor"); an officer of
other Oppenheimer funds; formerly Senior Vice President and Associate
General Counsel of the Manager and the Distributor, partner in Kraft &
McManimon (a law firm), an officer of First Investors Corporation (a
broker-dealer) and First Investors Management Company, Inc. (broker-dealer
and investment adviser), and a director and an officer of First Investors
Family of Funds and First Investors Life Insurance Company.
George C. Bowen, Treasurer; Age: 59
3410 South Galena Street Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President and
Treasurer of the Distributor and HarbourView; Senior Vice President,
Treasurer, Assistant Secretary and a director of Centennial Asset
Management Corporation, an investment advisory subsidiary of the Manager;
Vice President, Treasurer and Secretary of OppenheimerFunds Services and
Shareholder Financial Services, Inc. ("SFSI)", a transfer agent subsidiary
of the Manager; an officer of other Oppenheimer funds.
Robert G. Zack, Assistant Secretary; Age: 47
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other Oppenheimer
funds.
Robert J. Bishop, Assistant Treasurer; Age: 37
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other Oppenheimer funds; formerly a Fund Controller for the Manager,
prior to which he was an Accountant for Yale & Seffinger, P.C., an
accounting firm, and previously an Accountant and Commissions Supervisor
for Stuart James Company Inc., a broker-dealer.
Scott Farrar, Assistant Treasurer; Age: 29
3410 South Galena Street, Denver, Colorado 80231
Assistant Vice President of the Manager/Mutual Fund Accounting, an officer
of other Oppenheimer funds; previously a Fund Controller for the Manager,
prior to which he was an International Mutual Fund Supervisor for Brown
Brothers Harriman & Co. (a bank) and previously a Senior Fund Accountant
for State Street Bank & Trust Company.
Richard J. Glasebrook, II, Portfolio Manager, Age: 47
Two World Financial Center, 225 Liberty Street, New York, New York 10080
Managing Director of Oppenheimer Capital.
Pierre Daviron, Portfolio Manager, Age: 53
Two World Financial Center, 225 Liberty Street, New York, New York 10080
President and Chief Investment Officer of Oppenheimer Capital
International, a division of Oppenheimer Capital created in 1993.
Previously, Chairman and Chief Executive Officer at Indosuez Gartmore
Asset Management, a division of Banque Indosuez, Paris, France. Prior
thereto, a Managing Director in Mergers and Acquisition at J.P. Morgan.
- Remuneration of Directors. All officers of the Fund and Ms.
Macaskill, a Director, are officers or directors of the Manager and
receive no salary or fee from the Fund. The Directors of the Fund
(excluding Ms. Macaskill) received the total amounts shown below from (i)
the Fund during its fiscal year ended November 30, 1995 and (ii) other
investment companies (or series thereof) managed by OpCap Advisors
(previously named Quest for Value Advisors), or an affiliate thereof,
during the fiscal year ended November 30, 1995 (the "Fund Complex").
OpCap Advisors, or an affiliate thereof, served as the investment adviser
to the Fund Complex prior to November 22, 1995; effective as of such date,
the Manager acquired the investment advisory and other contracts and
business relationships and certain assets and liabilities of OpCap
Advisors, Quest for Value Distributors and Oppenheimer Capital relating
to twelve Quest for Value mutual funds (or series thereof) included in the
Fund Complex.
</TABLE>
<TABLE>
<CAPTION>
Pension or
Retirement
Aggregate Benefits Estimated Total
Compensation Accrued as Annual Compensation
from the Part of Fund Benefits Upon From Fund
Name of Person Fund Expenses Retirement Complex
<S> <C> <C> <C> <C>
Paul Y. Clinton $4,200 None None $19,800
Thomas W. Courtney $4,200 None None $19,800
Lacy B. Herrmann $4,200 None None $19,800
George Loft $4,200 None None $19,800
</TABLE>
Messrs. Clinton, Courtney and Herrmann earned directors fees with
respect to 18 investment companies in the Fund Complex and the fees earned
by Mr. Loft were with respect to 19 investment companies in the Fund
Complex. During such period the non-interested Directors received fees
from three investment companies for which they no longer serve as
directors and which are no longer part of the Fund Complex but for which
OpCap Advisors currently serves as subadviser. In addition, during such
periods, Mr. Clinton and Mr. Courtney each served as director with respect
to three investment companies in the Fund Complex for which they received
no fees, and Mr. Loft and Mr. Herrmann each served as director with
respect to 10 investment companies in the Fund Complex for which they
received no fees. For the purpose of this paragraph, a portfolio of an
investment company organized in series form is considered to be an
investment company.
- Major Shareholders. As of February 26, 1996, no person owned of
record or was known by the Fund to own beneficially 5% or more of the
Fund's outstanding Class A, Class B or Class C shares except: Unified
Advisors, Inc. Omnibus Account, Attn: Control Group, 429 N. Pennsylvania
St., Indianapolis, Indiana 46204-1873 which held of record for the benefit
of clients 5,950,914.220 Class A shares, representing approximately 52.19%
of the outstanding Class A shares of such date; Oppenheimer Capital
Accumulation Plan Omnibus 401-k Unit, Oppenheimer Tower, World Financial
Center, New York, New York 10281 which held of record for the benefit of
participants 678,419.011 Class A shares, representing approximately 5.95%
of the Class A shares of such date; Merrill Lynch Pierce Fenner & Smith,
Inc., 4800 Deer Lake Drive E., Jacksonville, Florida 32246-6484 which held
of record for the benefit of client 48,363.000 Class C shares,
representing approximately 10.39% of the Class C shares of such date; and
Intercat Inc. 401-k Plan, P.O. Box 412, Sea Girt, New Jersey 08750-0412
which held of record for the benefit of participants 25,672.912 Class C
shares, representing approximately 5.51% of the Class C shares of such
date.
The Manager and its Affiliates. The Manager is wholly-owned by
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company. OAC is also owned in part
by certain of the Manager's directors and officers, some of whom also
serve as officers of the Fund and one of whom (Ms. Macaskill) also serves
as a Director of the Fund.
The Manager and the Fund have a Code of Ethics. In addition to
having its own Code of Ethics, the Sub-Adviser is subject to a reporting
obligation to the Manager under this Code of Ethics. The Code of Ethics
is designed to detect and prevent improper personal trading by certain
employees, including the Fund's portfolio manager, who is an employee of
the Sub-Adviser, that would compete with or take advantage of the Funds'
portfolio transactions. Compliance with the Code of Ethics is carefully
monitored and strictly enforced by the Manager.
- The Investment Advisory Agreement. The Manager acts as investment
adviser to the Fund pursuant to the terms of an Investment Advisory
Agreement dated as of November 22, 1995. The Sub-Adviser previously
served as the Fund's investment adviser since the Fund's inception (July
2, 1990) to November 22, 1995.
Under the Investment Advisory Agreement, the Manager acts as the
investment adviser for the Fund and supervises the investment program of
the Fund. The Investment Advisory Agreement also provides that the
Manager, at its own expense, will provide and supervise the activities of
all administrative and clerical personnel as shall be required to provide
effective corporate administration for the Fund to the extent such
services are not being provided under the Administration Agreement
described below.
Expenses not assumed by the Manager under the Investment Advisory
Agreement or paid by the Distributor under the General Distributor's
Agreement will be paid by the Fund. Certain expenses are further
allocated to certain classes of shares of a series as explained in the
Prospectus and under "How to Buy Shares," below. The Investment Advisory
Agreement lists examples of expenses paid by the Fund, including interest,
taxes, brokerage commissions, insurance premiums, fees of non-interested
Directors, legal and audit expenses, transfer agent and custodian
expenses, share issuance costs, certain printing and registration costs,
and non-recurring expenses, including litigation.
The Investment Advisory Agreement contains no expense limitation.
However, independently of the Investment Advisory Agreement, the Manager
has voluntarily undertaken that the Fund's total expenses in any fiscal
year (including the investment advisory fee but exclusive of taxes,
interest, brokerage commissions, distribution plan payments and any
extraordinary non-recurring expenses, including litigation) shall not
exceed the most stringent state regulatory limitation application to the
Fund. At present, that limitation is imposed by California and limits
expenses (with specified exclusions) to 2.5% of the first $30 million of
average annual net assets, 2% of the next $70 million and 1.5% of average
annual net assets in excess of $100 million.
Pursuant to the undertaking, the Manager's fee at the end of any
month will be reduced or eliminated such that there will not be any
accrued but unpaid liability under this expense limitation. The Manager
reserves the right to terminate or amend the undertaking at any time. Any
assumption of the Fund's expenses under this undertaking would lower the
Fund's overall expense ratio and increase its total return during any
period in which expenses are limited.
The Investment Advisory Agreement provides that in the absence of
willful misfeasance, bad faith, or gross negligence in the performance of
its duty, or reckless disregard for its obligations and duties under the
advisory agreement, the Manager is not liable for any loss resulting from
good faith errors or omissions on its part with respect to any of its
duties thereunder. The Investment Advisory Agreement permits the Manager
to act as investment adviser for any other person, firm or corporation and
to use the name "Oppenheimer" in connection with its other investment
companies for which it may act as an investment adviser or general
distributor. If the Manager shall no longer act as investment adviser to
a Fund, the right of the Fund to use "Oppenheimer" as part of its name may
be withdrawn.
The Investment Advisory Agreement provides that the Manager may enter
into sub-advisory agreements with other affiliated or unaffiliated
registered investment advisers in order to obtain specialized services for
the Funds provided that the Fund is not required to pay any additional
fees for such services. The Manager has retained OpCap Advisors
(previously named Quest for Value Advisors) pursuant to a separate
Subadvisory Agreement, dated as of November 22, 1995, with respect to the
Fund as described below.
- Fees Paid Under the Prior Investment Advisory Agreement. The Sub-
Adviser served as investment adviser to the Fund from the inception of the
Fund (July 2, 1990) until November 22, 1995. Under the prior Investment
Advisory Agreement, the total advisory fees accrued or paid by the Fund
were $940,930 for the fiscal year ended November 30, 1993, $1,166,949 for
the fiscal year ended November 30, 1994, and $1,272,115 for the fiscal
year ended November 30, 1995.
- - The Subadvisory Agreement. The Subadvisory Agreement provides that
OpCap Advisors shall regularly provide investment advice with respect to
the Fund and invest and reinvest cash, securities and the property
comprising the assets of the Fund. Under the Subadvisory Agreement, OpCap
Advisors agrees not to change the Portfolio Manager of the Fund without
the written approval of the Manager and to provide assistance in the
distribution and marketing of the Fund. The Subadvisory Agreement was
approved by the Board of Directors, including a majority of the Directors
who are not "interested persons" of the Fund (as defined in the Investment
Company Act) and who have no direct or indirect financial interest in such
agreements, on June 22, 1995 and by the shareholders of the Fund at a
meeting held for that purpose on November 3, 1995.
Under the Subadvisory Agreement, the Manager will pay OpCap Advisors
an annual fee payable monthly, based on the average daily net assets of
the Fund, equal to 40% of the investment advisory fee and administration
fee collected by the Manager from the Fund based on the total net assets
of the Fund as of the effective date of the Subadvisory Agreement (the
"Base Amount") plus 30% of the investment advisory fee collected by the
Manager based on the total net assets of the Fund that exceed the Base
Amount.
The Subadvisory Agreement provides that in the absence of willful
misfeasance, bad faith, negligence or reckless disregard of its duties or
obligations, OpCap Advisors shall not be liable to the Manager for any act
or omission in the course of or connected with rendering services under
the Subadvisory Agreement or for any losses that may be sustained in the
purchase, holding or sale of any security.
- The Administration Agreement. The Manager acts as the Fund's
administrator pursuant to an Administration Agreement as of November 22,
1995. The Administration Agreement provides that the Manager will provide
administrative services for the Fund, including determination of the
Fund's net asset value, compilation and maintenance of books and records,
preparation of proxy materials and semi-annual reports, preparation of
such financial or other information required for the Fund's reports to the
Securities and Exchange Commission and respond to or refer to the Fund's
officers or transfer agents, shareholders' inquiries relating to the Fund.
Further, as administrator, the Manager will furnish the Fund with office
space, facilities and equipment and arrange for its employees to serve as
officers of the Fund. The Administration Agreement was approved by the
Fund's directors on June 22, 1995 and by the shareholders at a meeting
called for that purpose on November 3, 1995. The Administration Agreement
will remain in effect for two years from the date of its execution and may
be continued annually thereafter if approved by a majority vote of the
Directors who are neither interested persons of the Fund nor have any
direct or indirect financial interest in the Administration Agreement,
cast in person at a meeting called for the purpose of voting on such
approval. From the inception of the Fund until November 22, 1995, OpCap
Advisors served as administrator for the Fund. For the fiscal years ended
November 30, 1993, 1994 and 1995, the total administrative fees accrued
or paid by the Fund to OpCap Advisors under the Prior Administration
Agreement were $313,644, $388,983 and $430,074, respectively.
- The Distributor. Under a General Distributor's Agreement with the
Fund dated as of November 22, 1995, the Distributor acts as the Fund's
principal underwriter in the continuous public offering of its Class A,
Class B and Class C shares of the Fund but is not obligated to sell a
specific number of shares. Expenses normally attributable to sales,
including advertising and the cost of printing and mailing prospectuses,
other than those furnished to existing shareholders, are borne by the
Distributor. During the Fund's fiscal years ended November 30, 1993, 1994
and 1995, the aggregate amount of sales charges on sales of the Fund's
Class A shares was $0, $252,000 and $198,000, respectively, none of which
was retained by Quest for Value Distributors, the Fund's distributor prior
to November 22, 1995, or an affiliated broker-dealer. During the fiscal
years ended November 30, 1993, 1994 and 1995, Quest for Value Distributors
received contingent deferred sales charges of $0, $7,200 and $2,500,
respectively, upon redemption of Class B shares, and received $0, $100 and
$900, respectively, upon redemption of Class C shares. For additional
information about distribution of the Fund's shares and the expenses
connected with such activities, please refer to "Distribution and Service
Plans" below.
- The Transfer Agent. OppenheimerFunds Services acts as the Fund's
Transfer Agent pursuant to a Transfer Agency and Service Agreement dated
November 22, 1995. Pursuant to the Agreement, the Transfer Agent is
responsible for maintaining the Fund's shareholder registry and
shareholder accounting records, and for shareholder servicing and
administrative functions. As compensation therefor, the Fund is obligated
to pay the Transfer Agent an annual maintenance fee for each Fund
shareholder account and reimburse the Transfer Agent for its out of pocket
expenses.
- Shareholder Servicing Agent for Certain Shareholders. Unified
Management Corporation (1-800-346-4601) is the shareholder servicing agent
of the Fund for former shareholders of the AMA Family of Funds and clients
of AMA Investment Advisers, Inc. (which had been the investment adviser
of AMA Family of Funds) who acquire shares of any Oppenheimer Quest Fund,
and for (i) former shareholders of the Unified Funds and Liquid Green
Trusts, (ii) accounts which participated or participate in a retirement
plan for which Unified Investment Advisers, Inc. or an affiliate acts as
custodian or trustee, (iii) accounts which have a Money Manager brokerage
account, and (iv) other accounts for which Unified Management Corporation
is the dealer of record.
Brokerage Policies of the Fund
Brokerage Provisions of the Investment Advisory and Subadvisory
Agreement. The Investment Advisory Agreement contains provisions relating
to the selection of broker-dealers ("brokers") for the Fund's portfolio
transactions. The Manager and the Sub-Adviser may use such brokers as
may, in their best judgment based on all relevant factors, implement the
policy of the Fund to achieve best execution of portfolio transactions.
While the Manager need not seek advance competitive bidding or base its
selection on posted rates, it is expected to be aware of the current rates
of most eligible brokers and to minimize the commissions paid to the
extent consistent with the interests and policies of the Fund as
established by its Board and the provisions of the Investment Advisory
Agreement.
The Investment Advisory Agreement also provides that, consistent with
obtaining the best execution of the Fund's portfolio transactions, the
Manager and the Sub-Adviser, in the interest of the Fund, may select
brokers other than affiliated brokers, because they provide brokerage
and/or research services to the Fund and/or other accounts of the Manager
or the Sub-Adviser. The commissions paid to such brokers may be higher
than another qualified broker would have charged if a good faith
determination is made by the Manager or the Sub-Adviser that the
commissions are reasonable in relation to the services provided, viewed
either in terms of that transaction or the Manager's or the Sub-Adviser's
overall responsibilities to all its accounts. No specific dollar value
need be put on the services, some of which may or may not be used by the
Manager or the Sub-Adviser for the benefit of the Fund or other of its
advisory clients. To show that the determinations were made in good
faith, the Manager or any Sub-Adviser must be prepared to show that the
amount of such commissions paid over a representative period selected by
the Board was reasonable in relation to the benefits to the Fund. The
Investment Advisory Agreement recognizes that an affiliated broker-dealer
may act as one of the regular brokers for the Fund provided that any
commissions paid to such broker are calculated in accordance with
procedures adopted by the Fund's Board under applicable rules of the
Securities and Exchange Commission ("SEC").
In addition, the Subadvisory Agreement permits the Sub-Adviser to
enter into "soft dollar" arrangements through the agency of third parties
to obtain services for the Fund. Pursuant to these arrangements, the Sub-
Adviser will undertake to place brokerage business with broker-dealers who
pay third parties that provide services. Any such "soft dollar"
arrangements will be made in accordance with policies adopted by the Board
of the Fund and in compliance with applicable law.
Description of Brokerage Practices. Portfolio decisions are based upon
recommendations of the portfolio manager and the judgment of the portfolio
managers. The Fund will pay brokerage commissions on transactions in
listed options and equity securities. Prices of portfolio securities
purchased from underwriters of new issues include a commission or
concession paid by the issuer to the underwriter, and prices of debt
securities purchased from dealers include a spread between the bid and
asked prices.
Transactions may be directed to dealers during the course of an
underwriting in return for their brokerage and research services, which
are intangible and on which no dollar value can be placed. There is no
formula for such allocation. The research information may or may not be
useful to one or more of the Fund and/or other accounts of the Manager or
the Sub-Adviser; information received in connection with directed orders
of other accounts managed by the Manager or the Sub-Adviser or its
affiliates may or may not be useful to one or more of the Funds. Such
information may be in written or oral form and includes information on
particular companies and industries as well as market, economic or
institutional activity areas. It serves to broaden the scope and
supplement the research activities of the Manager or the Sub-Adviser, to
make available additional views for consideration and comparison, and to
enable the Manager or the Sub-Adviser to obtain market information for the
valuation of securities held in the Fund's assets.
Sales of shares of the Fund, subject to applicable rules covering the
Distributor's activities in this area, will also be considered as a factor
in the direction of portfolio transactions to dealers, but only in
conformity with the price, execution and other considerations and
practices discussed above. The Fund will not purchase any securities from
or sell any securities to an affiliated broker-dealer including
Oppenheimer & Co., Inc. ("Opco"), an affiliate of the Sub-Adviser, acting
as principal for its own account.
The Sub-Adviser currently serves as investment manager to a number
of clients, including other investment companies, and may in the future
act as investment manager or advisor to others. It is the practice of the
Sub-Adviser to cause purchase or sale transactions to be allocated among
the Fund and others whose assets it manages in such manner as it deems
equitable. In making such allocations among the Fund and other client
accounts, the main factors considered are the respective investment
objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment, the size
of investment commitments generally held and the opinions of the persons
responsible for managing the portfolios of each Fund and other client
accounts.
When orders to purchase or sell the same security on identical terms
are placed by more than one of the funds and/or other advisory accounts
managed by the Sub-Adviser or its affiliates, the transactions are
generally executed as received, although a fund or advisory account that
does not direct trades to a specific broker ("free trades") usually will
have its order executed first. Purchases are combined where possible for
the purpose of negotiating brokerage commissions, which in some cases
might have a detrimental effect on the price or volume of the security in
a particular transaction as far as the Fund is concerned. Orders placed
by accounts that direct trades to a specific broker will generally be
executed after the free trades. All orders placed on behalf of the Fund
are considered free trades. However, having an order placed first in the
market does not necessarily guarantee the most favorable price.
The following table presents information as to the allocation of
brokerage commissions paid by the Fund for the fiscal years ended November
30, 1993, 1994 and 1995:
<TABLE>
<CAPTION>
For the Total Brokerage Commissions Total Amount of Transactions
Fiscal YearBrokerage Paid to Opco Where Brokerage
Ended Commissions Dollar Paid to Opco
November 30,Paid Amounts % Dollar Amounts %
<S> <C> <C> <C> <C> <C>
1993 $200,029 $18,503 9.25% $102,916,572 15.91%
1994 $566,615 $16,402 2.89% $ 13,811,383 8.30%
1995 $644,312 $27,013 4.19% $ 22,043,449 10.90%
</TABLE>
During the Fund's fiscal year ended November 30, 1995, $40,641 was
paid by the Fund to brokers as commissions in return for research
services; the aggregate dollar amount of those transactions was
$16,361,937.
Performance of the Fund
Total Return Information. As described in the Prospectus, from time
to time the "average annual total return," "cumulative total return" and
"total return at net asset value" of an investment in a class of shares
of the Fund may be advertised. An explanation of how these total returns
are calculated for each class and the components of those calculations is
set forth below.
The Fund's advertisements of its performance data must, under
applicable rules of the Securities and Exchange Commission, include the
average annual total returns for each class of shares of the Fund for the
1, 5, and 10-year periods (or the life of the class, if less) ending as
of the most recently-ended calendar quarter prior to the publication of
the advertisement. This enables an investor to compare the Fund's
performance to the performance of other funds for the same periods.
However, a number of factors should be considered before using such
information as a basis for comparison with other investments. An
investment in the Fund is not insured; its returns and share prices are
not guaranteed and normally will fluctuate on a daily basis. When
redeemed, an investor's shares may be worth more or less than their
original cost. Returns for any given past period are not a prediction or
representation by the Fund of future returns. The returns of Class A,
Class B and Class C shares of the Fund are affected by portfolio quality,
the type of investments the Fund holds and its operating expenses
allocated to the particular class.
- Average Annual Total Returns. The "average annual total return"
of each class is an average annual compounded rate of return for each year
in a specified number of years. It is the rate of return based on the
change in value of a hypothetical initial investment of $1,000 ("P" in the
formula below) held for a number of years ("n") to achieve an Ending
Redeemable Value ("ERV") of that investment, according to the following
formula:
(ERV) 1/n
__________ -1 = Average Annual Return
( P )
The "average annual total returns" on an investment in Class A shares
of the Fund (using the method described above) for the one and five year
periods ended November 30, 1995 and for the period from July 2, 1990
(commencement of operations) to November 30, 1995 were -12.87%, 11.52% and
7.95%, respectively. The average annual total return on Class B shares
for the one-year period ended November 30, 1995 and for the period
September 2, 1993 (commencement of the public offering of the class)
through November 30, 1995 were 14.12% and 9.77%, respectively.
The average annual total return on Class C shares for the one-year
period ended November 30, 1995 and for the period September 2, 1993
(commencement of the public offering of the class) through November 30,
1995 were 17.90% and 10.83%, respectively.
- Cumulative Total Returns. The cumulative "total return"
calculation measures the change in value of a hypothetical investment of
$1,000 over an entire period of years. Its calculation uses some of the
same factors as average annual total return, but it does not average the
rate of return on an annual basis. Cumulative total return is determined
as follows:
ERV-P
_____ = Total Return
P
In calculating total returns for Class A shares, the current maximum
sales charge of 5.75% (as a percentage of the offering price) is deducted
from the initial investment ("P") (unless the return is shown at net asset
value, as described below). Prior to November 24, 1995, the maximum
initial sales charge on Class A shares was 5.50%. For Class B shares, the
payment of the applicable contingent deferred sales charge (5% for the
first year, 4% for the second year, 3% for the third and fourth years, 2%
for the fifth year, 1% for the sixth year, and none thereafter) is applied
to the investment result for the period shown (unless the total return is
shown at net asset value, as described below). For Class C shares, the
1.0% contingent deferred sales charge is applied to the investment result
for the one-year period (or less). Total returns also assume that all
dividends and capital gains distributions during the period are reinvested
to buy additional shares at net asset value per share, and that the
investment is redeemed at the end of the period.
The "cumulative total return" on Class A shares for the period from
July 2, 1990 (commencement of operations) to November 30, 1995 was 51.28%.
The cumulative total return on Class B shares for the period from
September 2, 1993 (commencement of the public offering of the class)
through November 30, 1995 was 23.31%. The cumulative total return on
Class C shares for the period from September 2, 1993 (commencement of the
public offering of the class) through November 30, 1995 was 25.99%.
- Total Returns at Net Asset Value. From time to time the Fund may
also quote an "average annual total return at net asset value" or a
"cumulative total return at net asset value" for Class A, Class B or Class
C shares. Each is based on the difference in net asset value per share
at the beginning and the end of the period for a hypothetical investment
in that class of shares (without considering front-end or contingent
deferred sales charges) and takes into consideration the reinvestment of
dividends and capital gains distributions.
The average annual total returns at net asset value on the Fund's
Class A shares for the one and five year periods ended November 30, 1995
and for the period from July 2, 1990 (commencement of operations) to
November 30, 1995 were 19.75%, 12.84% and 9.14%, respectively. The
cumulative total return at net asset value on the Fund's Class A shares
for the period July 2, 1990 through November 30, 1995 was 60.51%.
The average annual total returns at net asset value on the Fund's
Class B shares for the one year period ended November 30, 1995 and for the
period from September 2, 1993 (commencement of the public offering of the
class) through November 30, 1995 were 19.12% and 10.95%, respectively.
The cumulative total return at net asset value on the Fund's Class B
shares for the period September 2, 1993 through November 30, 1995 was
26.31%.
The average annual total returns at net asset value on the Fund's
Class C shares for the one-year period ended November 30, 1995 and for the
period September 2, 1993 (commencement of the public offering of the
class) through November 30, 1995 were 18.90% and 10.83%, respectively.
The cumulative total return at net asset value on the Fund's Class C
shares for the period September 2, 1993 through November 30, 1995 was
25.99%.
Other Performance Comparisons. From time to time the Fund may publish
the ranking of its Class A, Class B or Class C shares by Lipper Analytical
Services, Inc. ("Lipper"), a widely-recognized independent mutual fund
monitoring service. Lipper monitors the performance of regulated
investment companies, including the Fund, and ranks their performance for
various periods based on categories relating to investment objectives.
The performance of the Fund is ranked against (i) all other funds, (ii)
all other "global" funds and (iii) all other "global" funds in a specific
size category. The Lipper performance rankings are based on total returns
that include the reinvestment of capital gain distributions and income
dividends but do not take sales charges or taxes into consideration.
From time to time the Fund may publish the ranking of the performance
of its Class A, Class B or Class C shares by Morningstar, Inc., an
independent mutual fund monitoring service that ranks mutual funds,
including the Fund, monthly in broad investment categories (equity,
taxable bond, municipal bond and hybrid) based on risk-adjusted investment
return. Investment return measures a fund's three, five and ten-year
average annual total returns (when available) in excess of 90-day U.S.
Treasury bill returns after considering sales charges and expenses. Risk
measures fund performance below 90-day U.S. Treasury bill monthly returns.
Risk and investment return are combined to produce star rankings
reflecting performance relative to the average fund in a fund's category.
Five stars is the "highest" ranking (top 10%), four stars is "above
average" (next 22.5%), three stars is "average" (next 35%), two stars is
"below average" (next 22.5%) and one star is "lowest" (bottom 10%).
Morningstar ranks the Fund in relation to other rated growth and income
funds. Rankings are subject to change.
The total return on an investment in the Fund's Class A, Class B or
Class C shares may be compared with performance for the same period of the
Morgan Stanley World Index, an unmanaged index of issuers on the stock
exchanges of 20 foreign countries and the United States and widely
recognized as a measure of global stock market performance. The
performance of such Index includes a factor for the reinvestment of
dividends but does not reflect expenses or taxes. The performance of the
Fund's Class A, Class B or Class C shares may also be compared in
publications to (i) the performance of various market indices or to other
investments for which reliable performance data is available, and (ii) to
averages, performance rankings or other benchmarks prepared by recognized
mutual fund statistical services.
Investors may also wish to compare the Fund's Class A, Class B or
Class C return to the returns on fixed income investments available from
banks and thrift institutions, such as certificates of deposit, ordinary
interest-paying checking and savings accounts, and other forms of fixed
or variable time deposits, and various other instruments such as Treasury
bills. However, the Fund's returns and share price are not guaranteed by
the FDIC or any other agency and will fluctuate daily, while bank
depository obligations may be insured by the FDIC and may provide fixed
rates of return, and Treasury bills are guaranteed as to principal and
interest by the U.S. government.
From time to time, the Fund's Manager may publish rankings or ratings
of the Manager (or Transfer Agent) or the investor services provided by
them to shareholders of the Oppenheimer funds, other than performance
rankings of the Oppenheimer funds themselves. Those ratings or rankings
of shareholder/investor services by third parties may compare the
Oppenheimer funds' services to those of other mutual fund families
selected by the rating or ranking services and may be based upon the
opinions of the rating or ranking service itself, based on its research
or judgment, or based upon surveys of investors, brokers, shareholders or
others.
Distribution and Service Plans
The Fund has adopted separate Amended and Restated Distribution and
Service Plans and Agreements for Class A, Class B and Class C shares of
the Fund under Rule 12b-1 of the Investment Company Act pursuant to which
the Fund will compensate the Distributor for all or a portion of its costs
incurred in connection with the distribution and/or servicing of the
shares of that class, as described in the Prospectus. Each Plan has been
approved by a vote of (i) the Board of Directors of the Fund, including
a majority of the Directors who are not "interested persons" (as defined
in the Investment Company Act) of the Fund and who have no direct or
indirect financial interest in the operation of the Fund's 12b-1 plans or
in any related agreement ("Independent Directors"), cast in person at a
meeting on June 22, 1995 called for the purpose, among others, of voting
on that Plan, and (ii) the holders of a "majority" (as defined in the
Investment Company Act) of the shares of each class at a meeting on
November 3, 1995.
In addition, under the Plans the Manager and the Distributor, in
their sole discretion, from time to time may use their own resources
(which, in the case of the Manager, may include profits from the advisory
fee it receives from the Fund) to make payments to brokers, dealers or
other financial institutions (each is referred to as a "Recipient" under
the Plans) for distribution and administrative services they perform. The
Distributor and the Manager may, in their sole discretion, increase or
decrease the amount of payments they make from their own resources to
Recipients.
Unless terminated as described below, each plan continues in effect
from year to year but only as long as such continuance is specifically
approved at least annually by the Fund's Board of Directors and its
"Independent Directors" by a vote cast in person at a meeting called for
the purpose of voting on such continuance. Any Plan may be terminated at
any time by the vote of a majority of the Independent Directors or by the
vote of the holders of a "majority" (as defined in the Investment Company
Act) of the outstanding shares of that class. No Plan may be amended to
increase materially the amount of payments to be made unless such
amendment is approved by shareholders of the class affected by the
amendment. In addition, because Class B shares of the Fund automatically
convert into Class A shares after six years, the Fund is required to
obtain the approval of Class B as well as Class A shareholders for a
proposed material amendment to the Class A Plan that would materially
increase payments under the Plan. Such approval must be by a "majority"
of the Class A and Class B shares (as defined in the Investment Company
Act), voting separately by class. All material amendments must be
approved by the Board of Directors and the Independent Directors.
While the Plans are in effect, the Treasurer of the Fund shall
provide separate written reports to the Fund's Board of Directors at least
quarterly on the amount of all payments made pursuant to each Plan, the
purpose for which the payments were made and the identity of each
Recipient that received any such payment. The reports shall also include
the distribution costs for that quarter, and such costs for previous
fiscal periods that are carried forward, as explained in the Prospectus
and below. Those reports, including the allocations on which they are
based, will be subject to the review and approval of the Independent
Directors in the exercise of their fiduciary duty. Each Plan further
provides that while it is in effect, the selection and nomination of those
Directors of the Fund who are not "interested persons" of the Fund is
committed to the discretion of the Independent Directors. This does not
prevent the involvement of others in such selection and nomination if the
final decision on any such selection or nomination is approved by a
majority of the Independent Directors.
Under the Plans, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Fund shares held by the
Recipient for itself and its customers did not exceed a minimum amount,
if any, that may be determined from time to time by a majority of the
Fund's Independent Directors. Initially, the Board of Directors has set
the fee at the maximum rate and set no requirement for a minimum amount.
The Plans allow the service fee payments to be paid by the
Distributor to Recipients in advance for the first year Class B and Class
C shares are outstanding, and thereafter on a quarterly basis, as
described in the Prospectus. The advance payment is based on the net
assets of the Class A, Class B and Class C shares sold. An exchange of
shares does not entitle the Recipient to an advance service fee payment.
In the event Class A, Class B or Class C shares are redeemed during the
first year such shares are outstanding, the Recipient will be obligated
to repay a pro rata portion of such advance payment to the Distributor.
Although the Plans permit the Distributor to retain both the asset-
based sales charge and the service fee, or to pay Recipients the service
fee on a quarterly basis, without payment in advance, the Distributor
presently intends to pay the service fee to Recipients in the manner
described above. A minimum holding period may be established from time
to time under the Plans by the Board. Initially, the Board has set no
minimum holding period. All payments under the Plans are subject to the
limitations imposed by the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. on payments of asset-based sales
charges and service fees.
The Plans provide for the Distributor to be compensated at a flat
rate, whether the Distributor's expenses are more or less than the amounts
paid by the Fund during that period. The asset-based sales charges paid
to the Distributor by the Fund under the Plans are intended to allow the
Distributor to recoup the cost of sales commissions paid to authorized
brokers and dealers at the time of sale, plus financing costs, as
described in the Prospectus. Such payments may also be used to pay for
the following expenses in connection with the distribution of shares: (i)
financing the advance of the service fee payment to Recipients under the
Plan, (ii) compensation and expenses of personnel employed by the
Distributor to support distribution of shares, and (iii) costs of sales
literature, advertising and prospectuses (other than those furnished to
current shareholders).
- The Prior Plans. From the inception date of the Fund (on July 2,
1990) through to and including November 22, 1995, OpCap Distributors
(formerly known as Quest for Value Distributors) served as Distributor to
the Fund. OpCap Distributors provided distribution services for the
Fund's Class A, Class B and Class C shares pursuant to separate plans
adopted for each class under the Investment Company Act (the "Prior
Plans"). The total distribution fees accrued or paid by Class A, Class
B and Class C shares of the Fund under the Prior Plans for the fiscal year
ended November 22, 1995 were $753,685 $135,322 and $37,386, respectively.
The total distribution fees payable to OFDI for the period from November
23, 1995 through November 30, 1995 by Class A, Class B and Class C shares
of the Fund were $26,386, $3,694 and $957, respectively.
ABOUT YOUR ACCOUNT
How To Buy Shares
Alternative Sales Arrangements - Class A, Class B and Class C Shares.
The availability of three classes of shares permits the individual
investor to choose the method of purchasing shares that is more beneficial
to the investor depending on the amount of the purchase, the length of
time the investor expects to hold shares and other relevant circumstances.
Investors should understand that the purpose and function of the deferred
sales charge and asset-based sales charge with respect to Class B and
Class C shares are the same as those of the initial sales charge with
respect to Class A shares. Any salesperson or other person entitled to
receive compensation for selling Fund shares may receive different
compensation with respect to one class of shares than another. The
Distributor will not accept any order for $500,000 or $1 million or more
of Class B or Class C shares, respectively, on behalf of a single investor
(not including dealer "street name" or omnibus accounts) because generally
it will be more advantageous for that investor to purchase Class A shares
of the Fund instead.
The three classes of shares each represent an interest in the same
portfolio investments of the Fund. However, each class has different
shareholder privileges and features. The net income attributable to Class
B and Class C shares and the dividends payable on Class B and Class C
shares will be reduced by incremental expenses borne solely by that class,
respectively, including the asset-based sales charges to which Class B and
Class C shares are subject.
The conversion of Class B shares to Class A shares is subject to the
continuing availability of a private letter ruling from the Internal
Revenue Service, or an opinion of counsel or tax adviser, to the effect
that the conversion of Class B shares does not constitute a taxable event
for the holder under Federal income tax law. If such a revenue ruling or
opinion is no longer available, the automatic conversion feature may be
suspended, in which event no further conversions of Class B shares would
occur while such suspension remained in effect. Although Class B shares
could then be exchanged for Class A shares on the basis of relative net
asset value of the two classes, without the imposition of a sales charge
or fee, such exchange could constitute a taxable event for the holder, and
absent such exchange, Class B shares might continue to be subject to the
asset-based sales charge for longer than six years.
The methodology for calculating the net asset value, dividends and
distributions of the Fund's Class A, Class B and Class C shares recognizes
two types of expenses. General expenses that do not pertain specifically
to either class are allocated pro rata to the shares of each class, based
on the percentage of the net assets of such class to the Fund's total
assets, and then equally to each outstanding share within a given class.
Such general expenses include (i) management fees, (ii) legal, bookkeeping
and audit fees, (iii) printing and mailing costs of shareholder reports,
Prospectuses, Statements of Additional Information and other materials for
current shareholders, (iv) fees to Independent Directors, (v) custodian
expenses, (vi) share issuance costs, (vii) organization and start-up
costs, (viii) interest, taxes and brokerage commissions, and (ix) non-
recurring expenses, such as litigation costs. Other expenses that are
directly attributable to a class are allocated equally to each outstanding
share within that class. Such expenses include (i) Distribution Plan
fees, (ii) incremental transfer and shareholder servicing agent fees and
expenses, (iii) registration fees and (iv) shareholder meeting expenses,
to the extent that such expenses pertain to a specific class rather than
to the Fund as a whole.
Determination of Net Asset Values Per Share. The Fund's Board of
Directors has established procedures for the valuation of the Fund's
securities generally as follows: (i) equity securities traded on a
securities exchange or on the NASDAQ for which last sale information is
regularly reported are valued at the last sales prices on their primary
exchange or the NASDAQ that day (or, in the absence of sales that day, at
values based on the last sale prices of the preceding trading day or
closing bid and asked prices); (ii) securities actively traded on a
foreign securities exchange are valued at the last sales price available
to the pricing service approved by the Fund's Board of Directors or to the
Manager as reported by the principal exchange on which the security is
traded; (iii) unlisted foreign securities or listed foreign securities not
actively traded are valued as in (i) above, if available, or at the mean
between "bid" and "asked" prices obtained from active market makers in the
security on the basis of reasonable inquiry; (iv) long-term debt
securities having a remaining maturity in excess of 60 days are valued at
the mean between the "bid" and "asked" prices determined by a portfolio
pricing service approved by the Fund's Board of Directors or obtained from
active market makers in the security on the basis of reasonable inquiry;
(v) debt instruments having a maturity of more than one year when issued,
and non-money market type instruments having a maturity of one year or
less when issued, which have a remaining maturity of 60 days or less are
valued at the mean between the "bid" and "asked" prices determined by a
pricing service approved by the Fund's Board of Directors or obtained from
active market makers in the security on the basis of reasonable inquiry;
(vi) money market-type debt securities having a maturity of less than one
year when issued that having a remaining maturity of 60 days or less are
valued at cost, adjusted for amortization of premiums and accretion of
discounts; (vii) securities (including restricted securities) not having
readily-available market quotations are valued at fair value under the
Board's procedures; and (viii) securities traded on foreign exchanges are
valued at the closing or last sales prices reported on a principal
exchange, or, if none, at the mean between closing bid and asked prices
and reflect prevailing rates of exchange taken from the closing price on
the London foreign exchange market that day.
Trading in securities on European and Asian exchanges and over-the-
counter markets is normally completed before the close of the Exchange.
Events affecting the values of foreign securities that occur between the
time their prices are determined and the close of the Exchange will not
be reflected in the Fund's calculation of net asset value unless the Board
of Directors or the Manager, under procedures established by the Board of
Directors, determines that the particular event would materially affect
net asset value, in which case an adjustment would be made. Foreign
currency, including forward contracts, will be valued at the closing price
in the London foreign exchange market that day as provided by a reliable
bank, dealer or pricing service. The value of securities denominated in
foreign currency will be converted to U.S. dollars at the closing price
in the London foreign exchange market that day as provided by a reliable
bank, dealer or pricing service.
In the case of Municipal Securities, U.S. Government securities and
corporate bonds, where last sale information is not generally available,
such pricing procedures may include "matrix" comparisons to the prices for
comparable instruments on the basis of quality, yield, maturity and other
special factors involved (such as the tax-exempt status of the interest
paid by Municipal Securities). With the approval of the Fund's Board of
Directors, the Manager may employ a pricing service, bank or broker-dealer
experienced in such matters to price any of the types of securities
described above. The Directors will monitor the accuracy of pricing
services by comparing prices used for portfolio evaluation to actual sales
prices of selected securities.
The Fund values puts, calls and Futures at the last sales price on
the principal exchange or on the NASDAQ on which they are traded. If
there were no sales on the principal exchange, the last sale or any
exchange is used. In the absence of any sales that day, value shall be
the last reported sales price on the prior trading day or closing bid or
asked prices on the principal exchange closets to the last reported sales
price.
AccountLink. When shares are purchased through AccountLink, each
purchase must be at least $25.00. Shares will be purchased on the regular
business day the Distributor is instructed to initiate the Automated
Clearing House ("ACH") transfer to buy the shares. Dividends will begin
to accrue on shares purchased by the proceeds of ACH transfers on the
business day the Fund receives Federal Funds for the purchase through the
ACH system before the close of The New York Stock Exchange. The Exchange
normally closes at 4:00 P.M., but may close earlier on certain days. If
Federal Funds are received on a business day after the close of the
Exchange, the shares will be purchased and dividends will begin to accrue
on the next regular business day. The proceeds of ACH transfers are
normally received by the Fund 3 days after the transfers are initiated.
The Distributor and the Fund are not responsible for any delays in
purchasing shares resulting from delays in ACH transmissions.
Reduced Sales Charges. As discussed in the Prospectus, a reduced sales
charge rate may be obtained for Class A shares under Rights of
Accumulation and Letters of Intent because of the economies of sales
efforts and reduction in expenses realized by the Distributor, dealers and
brokers making such sales. No sales charge is imposed in certain other
circumstances described in the Prospectus because the Distributor or
broker or dealer incurs little or no selling expenses. The term
"immediate family" refers to one's spouse, children, grandchildren,
parents, grandparents, parents-in-law, sons- and daughters-in-law,
siblings, a sibling's spouse and a spouse's siblings.
- The Oppenheimer Funds. The Oppenheimer funds are those mutual
funds for which the Distributor acts as the distributor or the sub-
distributor and include the following:
Oppenheimer Tax-Free Bond Fund
Oppenheimer New York Tax-Exempt Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Intermediate Tax-Exempt Fund
Oppenheimer Insured Tax-Exempt Fund
Oppenheimer Main Street California Tax-Exempt Fund
Oppenheimer Florida Tax-Exempt Fund
Oppenheimer Pennsylvania Tax-Exempt Fund
Oppenheimer New Jersey Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Discovery Fund
Oppenheimer Target Fund
Oppenheimer Growth Fund
Oppenheimer Equity Income Fund
Oppenheimer Value Stock Fund
Oppenheimer Asset Allocation Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Main Street Income & Growth Fund
Oppenheimer High Yield Fund
Oppenheimer Champion Income Fund
Oppenheimer Bond Fund
Oppenheimer U.S. Government Trust
Oppenheimer Limited-Term Government Fund
Oppenheimer Global Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Strategic Income Fund
Oppenheimer Strategic Income & Growth Fund
Oppenheimer International Bond Fund
Oppenheimer Enterprise Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Growth & Income Value Fund
Oppenheimer Quest Small Cap Value Fund
Oppenheimer Quest Officers Value Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Rochester Fund Series - Oppenheimer Bond Fund for Growth
Rochester Portfolio Series - Limited-Term New York Municipal Fund*
Rochester Fund Municipals*
and the following "Money Market Funds":
Oppenheimer Money Market Fund, Inc.
Oppenheimer Cash Reserves
Centennial Money Market Trust
Centennial Tax Exempt Trust
Centennial Government Trust
Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust
Centennial America Fund, L.P.
Daily Cash Accumulation Fund, Inc.
*Shares of the Fund are not presently exchangeable for shares of this fund
There is an initial sales charge on the purchase of Class A shares
of each of the Oppenheimer funds except Money Market Funds (under certain
circumstances described herein, redemption proceeds of Money Market Fund
shares may be subject to a contingent deferred sales charge).
- Letters of Intent. A Letter of Intent ("Letter") is the investor's
statement of intention to purchase Class A and Class B shares (or shares
of either class) of the Fund (and other eligible Oppenheimer funds) during
the 13-month period from the investor's first purchase pursuant to the
Letter (the "Letter of Intent period"), which may, at the investor's
request, include purchases made up to 90 days prior to the date of the
Letter. The Letter states the investor's intention to make the aggregate
amount of purchases (excluding any purchases made by reinvestment of
dividends or distributions or purchases made at net asset value without
sales charge), which together with the investor's holdings of such funds
(calculated at their respective public offering prices calculated on the
date of the Letter) will equal or exceed the amount specified in the
Letter. This enables the investor to count the shares to be purchased
under the Letter of Intent to obtain the reduced sales charge rate (as set
forth in the Prospectus) that applies under the Right of Accumulation to
current purchases of Class A shares. Each purchase of Class A shares
under the Letter will be made at the public offering price (including the
sales charge) that applies to a single lump-sum purchase of shares in the
amount intended to be purchased under the Letter.
In submitting a Letter, the investor makes no commitment to purchase
shares, but if the investor's purchases of shares within the Letter of
Intent period, when added to the value (at offering price) of the
investor's holdings of shares on the last day of that period, do not equal
or exceed the intended purchase amount, the investor agrees to pay the
additional amount of sales charge applicable to such purchases, as set
forth in "Terms of Escrow," below (as those terms may be amended from time
to time). The investor agrees that shares equal in value up to 5% of the
intended purchase amount will be held in escrow by the Transfer Agent
subject to the Terms of Escrow. Also, the investor agrees to be bound by
the terms of the Prospectus, this Statement of Additional Information and
the Application used for such Letter of Intent, and if such terms are
amended, as they may be from time to time by the Fund, that those
amendments will apply automatically to existing Letters of Intent.
For purchases of shares of the Fund and other Oppenheimer funds by
Oppenheimer funds prototype 401(k) plans under a Letter of Intent, the
Transfer Agent will not hold shares in escrow. If the intended purchase
amount under the Letter entered into by an Oppenheimer funds prototype
401(k) plan is not purchased by the plan by the end of the Letter of
Intent period, there will be no adjustment of commissions paid to the
broker-dealer or financial institution of record for accounts held in the
name of that plan.
If the total eligible purchases made during the Letter of Intent
period do not equal or exceed the intended purchase amount, the
commissions previously paid to the dealer of record for the account and
the amount of sales charge retained by the Distributor will be adjusted
to the rates applicable to actual purchases. If total eligible purchases
during the Letter of Intent period exceed the intended purchase amount and
exceed the amount needed to qualify for the next sales charge rate
reduction set forth in the applicable prospectus, the sales charges paid
will be adjusted to the lower rate, but only if and when the dealer
returns to the Distributor the excess of the amount of commissions allowed
or paid to the dealer over the amount of commissions that apply to the
actual amount of purchases. The excess commissions returned to the
Distributor will be used to purchase additional shares for the investor's
account at the net asset value per share in effect on the date of such
purchase, promptly after the Distributor's receipt thereof.
In determining the total amount of purchases made under a Letter,
shares redeemed by the investor prior to the termination of the Letter of
Intent period will be deducted. It is the responsibility of the dealer
of record and/or the investor to advise the Distributor about the Letter
in placing any purchase orders for the investor during the Letter of
Intent period. All of such purchases must be made through the
Distributor.
- Terms of Escrow That Apply to Letters of Intent.
1. Out of the initial purchase (or subsequent purchases if
necessary) made pursuant to a Letter, shares of the Fund equal in value
to 5% of the intended purchase amount specified in the Letter shall be
held in escrow by the Transfer Agent. For example, if the intended
purchase amount is $50,000, the escrow shall be shares valued in the
amount of $2,500 (computed at the public offering price adjusted for a
$50,000 purchase). Any dividends and capital gains distributions on the
escrowed shares will be credited to the investor's account.
2. If the intended purchase amount specified under the Letter is
completed within the thirteen-month Letter of Intent period, the escrowed
shares will be promptly released to the investor.
3. If, at the end of the thirteen-month Letter of Intent period the
total purchases pursuant to the Letter are less than the intended purchase
amount specified in the Letter, the investor must remit to the Distributor
an amount equal to the difference between the dollar amount of sales
charges actually paid and the amount of sales charges which would have
been paid if the total amount purchased had been made at a single time.
Such sales charge adjustment will apply to any shares redeemed prior to
the completion of the Letter. If such difference in sales charges is not
paid within twenty days after a request from the Distributor or the
dealer, the Distributor will, within sixty days of the expiration of the
Letter, redeem the number of escrowed shares necessary to realize such
difference in sales charges. Full and fractional shares remaining after
such redemption will be released from escrow. If a request is received
to redeem escrowed shares prior to the payment of such additional sales
charge, the sales charge will be withheld from the redemption
proceeds.
4. By signing the Letter, the investor irrevocably constitutes and
appoints the Transfer Agent as attorney-in-fact to surrender for
redemption any or all escrowed shares.
5. The shares eligible for purchase under the Letter (or the
holding of which may be counted toward completion of a Letter) include (a)
Class A shares sold with a front-end sales charge or subject to a Class
A contingent deferred sales charge, (b) Class B shares acquired subject
to a contingent deferred sales charge, and (c) Class A shares or Class B
shares acquired in exchange for either (i) Class A shares of one of the
other Oppenheimer funds that were acquired subject to a Class A initial
or contingent deferred sales charge or (ii) Class B shares of one of the
other Oppenheimer funds that were acquired subject to a contingent
deferred sales charge.
6. Shares held in escrow hereunder will automatically be exchanged
for shares of another fund to which an exchange is requested, as described
in the section of the Prospectus entitled "Exchange Privilege," and the
escrow will be transferred to that other fund.
Asset Builder Plans. To establish an Asset Builder Plan from a bank
account, a check (minimum $25) for the initial purchase must accompany the
application. Shares purchased by Asset Builder Plan payments from bank
accounts are subject to the redemption restrictions for recent purchases
described in "How To Sell Shares," in the Prospectus. Asset Builder Plans
also enable shareholders of Oppenheimer Cash Reserves to use those
accounts for monthly automatic purchases of shares of up to four other
Oppenheimer funds.
There is a front-end sales charge on the purchase of certain
Oppenheimer funds, or a contingent deferred sales charge may apply to
shares purchased by Asset Builder payments. An application should be
obtained from the Distributor, completed and returned, and a prospectus
of the selected fund(s) should be obtained from the Distributor or your
financial advisor before initiating Asset Builder payments. The amount
of the Asset Builder investment may be changed or the automatic
investments may be terminated at any time by writing to the Transfer
Agent. A reasonable period (approximately 15 days) is required after the
Transfer Agent's receipt of such instructions to implement them. The Fund
reserves the right to amend, suspend, or discontinue offering such plans
at any time without prior notice.
Cancellation of Purchase Orders. Cancellation of purchase orders for
the Fund's shares (for example, when a purchase check is returned to the
Fund unpaid) causes a loss to be incurred when the net asset value of the
Fund's shares on the cancellation date is less than on the purchase date.
That loss is equal to the amount of the decline in the net asset value per
share multiplied by the number of shares in the purchase order. The
investor is responsible for that loss. If the investor fails to
compensate the Fund for the loss, the Distributor will do so. The Fund
may reimburse the Distributor for that amount by redeeming shares from any
account registered in that investor's name, or the Fund or the Distributor
may seek other redress.
How to Sell Shares
Information on how to sell shares of the Fund is stated in the
Prospectus. The information below supplements the terms and conditions for
redemptions set forth in the Prospectus.
- Involuntary Redemptions. The Board of Directors has the right to
cause the involuntary redemption of the shares held in any Fund account
if the aggregate net asset value of those shares is less than $200 or such
lesser amount as the Board may fix. The Board of Directors will not cause
the involuntary redemption of shares in an account if the aggregate net
asset value of the shares has fallen below the stated minimum solely as
a result of market fluctuations. Should the Board elect to exercise this
right, it may also fix, in accordance with the Investment Company Act, the
requirements for any notice to be given to the shareholders in question
(not less than 30 days), or the Board may set requirements for granting
permission to the Shareholder to increase the investment, and set other
terms and conditions so that the shares would not be involuntarily
redeemed.
Reinvestment Privilege. Within six months of a redemption, a
shareholder may reinvest all or part of the redemption proceeds of (i)
Class A shares, or (ii) Class B shares that were subject to the Class B
contingent deferred sales charge when redeemed. This privilege does not
apply to Class C shares. The reinvestment may be made without sales
charge only in Class A shares of the Fund or any of the other Oppenheimer
funds into which shares of the Fund are exchangeable as described below,
at the net asset value next computed after the Transfer Agent receives the
reinvestment order. The shareholder must ask the Distributor for that
privilege at the time of reinvestment. Any capital gain that was realized
when the shares were redeemed is taxable, and reinvestment will not alter
any capital gains tax payable on that gain. If there has been a capital
loss on the redemption, some or all of the loss may not be tax deductible,
depending on the timing and amount of the reinvestment. Under the
Internal Revenue Code, if the redemption proceeds of Fund shares on which
a sales charge was paid are reinvested in shares of the Fund or another
of the Oppenheimer funds within 90 days of payment of the sales charge,
the shareholder's basis in the shares of the Fund that were redeemed may
not include the amount of the sales charge paid. That would reduce the
loss or increase the gain recognized from the redemption. However, in
that case the sales charge would be added to the basis of the shares
acquired by the reinvestment of the redemption proceeds. The Fund may
amend, suspend or cease offering this reinvestment privilege at any time
as to shares redeemed after the date of such amendment, suspension or
cessation.
Transfers of Shares. Shares are not subject to the payment of a
contingent deferred sales charge of any class at the time of transfer to
the name of another person or entity (whether the transfer occurs by
absolute assignment, gift or bequest, not involving, directly or
indirectly, a public sale). The transferred shares will remain subject
to the contingent deferred sales charge, calculated as if the transferee
shareholder had acquired the transferred shares in the same manner and at
the same time as the transferring shareholder. If less than all shares
held in an account are transferred, and some but not all shares in the
account would be subject to a contingent deferred sales charge if redeemed
at the time of transfer, the priorities described in the Prospectus under
"How to Buy Shares" for the imposition of the Class B and Class C
contingent deferred sales charge will be followed in determining the order
in which shares are transferred.
Distributions From Retirement Plans. Requests for distributions from
OppenheimerFunds-sponsored IRAs, 403(b)(7) custodial plans, 401(k) plans,
or pension or profit-sharing plans should be addressed to "Trustee,
OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its address
listed in "How To Sell Shares" in the Prospectus or on the back cover of
this Statement of Additional Information. The request must: (i) state the
reason for the distribution; (ii) state the owner's awareness of tax
penalties if the distribution is premature; and (iii) conform to the
requirements of the plan and the Fund's other redemption requirements.
Participants, other than self-employed persons maintaining a plan account
in their own name, in OppenheimerFunds-sponsored prototype pension or
profit-sharing or 401(k) plans may not directly redeem or exchange shares
held for their account under those plans. The employer or plan
administrator must sign the request. Distributions from pension, profit
sharing plans are subject to special requirements under the Internal
Revenue Code and certain documents (available from the Transfer Agent)
must be completed before the distribution may be made. Distributions from
retirement plans are subject to withholding requirements under the
Internal Revenue Code, and IRS Form W-4P (available from the Transfer
Agent) must be submitted to the Transfer Agent with the distribution
request, or the distribution may be delayed. Unless the shareholder has
provided the Transfer Agent with a certified tax identification number,
the Internal Revenue Code requires that tax be withheld from any
distribution even if the shareholder elects not to have tax withheld. The
Fund, the Manager, the Distributor, the Trustee and the Transfer Agent
assume no responsibility to determine whether a distribution satisfies the
conditions of applicable tax laws and will not be responsible for any tax
penalties assessed in connection with a distribution.
Special Arrangements for Repurchase of Shares from Dealers and Brokers.
The Distributor is the Fund's agent to repurchase its shares from
authorized dealers or brokers. The repurchase price per share will be the
net asset value next computed after the Distributor receives the order
placed by the dealer or broker, except that if the Distributor receives
a repurchase order from the dealer or broker after the close of The New
York Stock Exchange on a regular business day, it will be processed at
that day's net asset value, if the order was received by the dealer or
broker from its customer prior to the time the Exchange closes (normally,
that is 4:00 P.M., but may be earlier on some days) and the order was
transmitted to and received by the Distributor prior to its close of
business that day (normally 5:00 P.M.). Ordinarily, for accounts redeemed
by a broker-dealer under this procedure, payment will be made within three
business days after the shares have been redeemed upon the Distributor's
receipt of the required redemption documents in proper form, with the
signature(s) of the registered owners guaranteed on the redemption
document as described in the Prospectus.
Automatic Withdrawal and Exchange Plans. Investors owning shares of
the Fund valued at $5,000 or more can authorize the Transfer Agent to
redeem shares (minimum $50) automatically on a monthly, quarterly, semi-
annual or annual basis under an Automatic Withdrawal Plan. Shares will
be redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to
$1,500 per month may be requested by telephone if payments are to be made
by check payable to all shareholders of record and sent to the address of
record for the account (and if the address has not been changed within the
prior 30 days). Required minimum distributions from Oppenheimer funds-
sponsored retirement plans may not be arranged on this basis. Payments
are normally made by check, but shareholders having AccountLink privileges
(see "How To Buy Shares") may arrange to have Automatic Withdrawal Plan
payments transferred to the bank account designated on the Oppenheimer
funds New Account Application or signature-guaranteed instructions. The
Fund cannot guarantee receipt of a payment on the date requested and
reserves the right to amend, suspend or discontinue offering such plans
at any time without prior notice. Because of the sales charge assessed
on Class A share purchases, shareholders should not make regular
additional Class A share purchases while participating in an Automatic
Withdrawal Plan. Class B and Class C shareholders should not establish
withdrawal plans because of the imposition of the contingent deferred
sales charges on such withdrawals (except where the Class B and Class C
contingent deferred sales charges are waived as described in the
Prospectus under "Waivers of Class B and Class C Contingent Deferred Sales
Charges").
By requesting an Automatic Withdrawal or Exchange Plan, the
shareholder agrees to the terms and conditions applicable to such plans,
as stated below and in the provisions of the Oppenheimer funds Application
relating to such Plans, as well as the Prospectus. These provisions may
be amended from time to time by the Fund and/or the Distributor. When
adopted, such amendments will automatically apply to existing Plans.
- Automatic Exchange Plans. Shareholders can authorize the Transfer
Agent (on the Oppenheimer funds Application or signature-guaranteed
instructions) to exchange a pre-determined amount of shares of the Fund
for shares (of the same class) of other Oppenheimer funds automatically
on a monthly, quarterly, semi-annual or annual basis under an Automatic
Exchange Plan. The minimum amount that may be exchanged to each other
fund account is $25. Exchanges made under these plans are subject to the
restrictions that apply to exchanges as set forth in "How to Exchange
Shares" in the Prospectus and below in this Statement of Additional
Information.
- Automatic Withdrawal Plans. Fund shares will be redeemed as
necessary to meet withdrawal payments. Shares acquired without a sales
charge will be redeemed first and shares acquired with reinvested
dividends and capital gains distributions will be redeemed next, followed
by shares acquired with a sales charge, to the extent necessary to make
withdrawal payments. Depending upon the amount withdrawn, the investor's
principal may be depleted. Payments made under withdrawal plans should
not be considered as a yield or income on your investment. It may not be
desirable to purchase additional Class A shares while making automatic
withdrawals because of the sales charges that apply to purchases when
made. Accordingly, a shareholder normally may not maintain an Automatic
Withdrawal Plan while simultaneously making regular purchases of Class A
shares.
The Transfer Agent will administer the investor's Automatic
Withdrawal Plan (the "Plan") as agent for the investor (the "Planholder")
who executed the Plan authorization and application submitted to the
Transfer Agent. The Transfer Agent and the Fund shall incur no liability
to the Planholder for any action taken or omitted by the Transfer Agent
in good faith to administer the Plan. Certificates will not be issued for
shares of the Fund purchased for and held under the Plan, but the Transfer
Agent will credit all such shares to the account of the Planholder on the
records of the Fund. Any share certificates held by a Planholder may be
surrendered unendorsed to the Transfer Agent with the Plan application so
that the shares represented by the certificate may be held under the
Plan.
For accounts subject to Automatic Withdrawal Plans, distributions of
capital gains must be reinvested in shares of the Fund, which will be done
at net asset value without a sales charge. Dividends on shares held in
the account may be paid in cash or reinvested.
Redemptions of shares needed to make withdrawal payments will be made
at the net asset value per share determined on the redemption date.
Checks or ACH transfer payments of the proceeds of Plan withdrawals will
normally be transmitted three business days prior to the date selected for
receipt of the payment (receipt of payment on the date selected cannot be
guaranteed), according to the choice specified in writing by the
Planholder.
The amount and the interval of disbursement payments and the address
to which checks are to be mailed or AccountLink payments are to be sent
may be changed at any time by the Planholder by writing to the Transfer
Agent. The Planholder should allow at least two weeks' time in mailing
such notification for the requested change to be put in effect. The
Planholder may, at any time, instruct the Transfer Agent by written notice
(in proper form in accordance with the requirements of the then-current
Prospectus of the Fund) to redeem all, or any part of, the shares held
under the Plan. In that case, the Transfer Agent will redeem the number
of shares requested at the net asset value per share in effect in
accordance with the Fund's usual redemption procedures and will mail a
check for the proceeds to the Planholder.
The Plan may be terminated at any time by the Planholder by writing
to the Transfer Agent. A Plan may also be terminated at any time by the
Transfer Agent upon receiving directions to that effect from the Fund.
The Transfer Agent will also terminate a Plan upon receipt of evidence
satisfactory to it of the death or legal incapacity of the Planholder.
Upon termination of a Plan by the Transfer Agent or the Fund, shares that
have not been redeemed from the account will be held in uncertificated
form in the name of the Planholder, and the account will continue as a
dividend-reinvestment, uncertificated account unless and until proper
instructions are received from the Planholder or his or her executor or
guardian, or other authorized person.
To use shares held under the Plan as collateral for a debt, the
Planholder may request issuance of a portion of the shares in certificated
form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued
without causing the withdrawal checks to stop because of exhaustion of
uncertificated shares needed to continue payments. However, should such
uncertificated shares become exhausted, Plan withdrawals will terminate.
If the Transfer Agent ceases to act as transfer agent for the Fund,
the Planholder will be deemed to have appointed any successor transfer
agent to act as agent in administering the Plan.
How To Exchange Shares
As stated in the Prospectus, shares of a particular class of
Oppenheimer funds having more than one class of shares may be exchanged
only for shares of the same class of other Oppenheimer funds. At present
Rochester Fund Municipals and Limited Term New York Municipal Fund are not
"Eligible Funds" for purposes of the exchange privilege in the Prospectus.
Shares of the Oppenheimer funds that have a single class without a class
designation are deemed "Class A" shares for this purpose. All of the
Oppenheimer funds offer Class A, B and C shares except Oppenheimer Money
Market Fund, Inc., Centennial Money Market Trust, Centennial Tax Exempt
Trust, Centennial Government Trust, Centennial New York Tax Exempt Trust,
Centennial California Tax Exempt Trust, Centennial America Fund, L.P., and
Daily Cash Accumulation Fund, Inc., which only offer Class A shares and
Oppenheimer Main Street California Tax-Exempt Fund which only offers Class
A and Class B shares (Class B and Class C shares of Oppenheimer Cash
Reserves are generally available only by exchange from the same class of
shares of other Oppenheimer funds or through OppenheimerFunds sponsored
401(k) plans). A list showing which funds offer which classes can be
obtained by calling the distributor at 1-800-525-7048.
Class A shares of Oppenheimer funds may be exchanged at net asset
value for shares of any Money Market Fund. Shares of any Money Market
Fund purchased without a sales charge may be exchanged for shares of
Oppenheimer funds offered with a sales charge upon payment of the sales
charge (or, if applicable, may be used to purchase shares of Oppenheimer
funds subject to a contingent deferred sales charge). However, shares of
Oppenheimer Money Market Fund, Inc. purchased with the redemption proceeds
of shares of other mutual funds (other than funds managed by the Manager
or its subsidiaries) redeemed within the 12 months prior to that purchase
may subsequently be exchanged for shares of other Oppenheimer funds
without being subject to an initial or contingent deferred sales charge,
whichever is applicable. To qualify for that privilege, the investor or
the investor's dealer must notify the Distributor of eligibility for this
privilege at the time the shares of Oppenheimer Money Market Fund, Inc.
are purchased, and, if requested, must supply proof of entitlement to this
privilege. Shares of this Fund acquired by reinvestment of dividends or
distributions from any other of the Oppenheimer funds or from any unit
investment trust for which reinvestment arrangements have been made with
the Distributor may be exchanged at net asset value for shares of any of
the Oppenheimer funds. No contingent deferred sales charge is imposed on
exchanges of shares of either class purchased subject to a contingent
deferred sales charge. However, when Class A shares acquired by exchange
of Class A shares of other Oppenheimer funds purchased subject to a Class
A contingent deferred sales charge are redeemed within 18 months of the
end of the calendar month of the initial purchase of the exchanged Class
A shares, the Class A contingent deferred sales charge is imposed on the
redeemed shares (see "Class A Contingent Deferred Sales Charge" in the
Prospectus). The Class B contingent deferred sales charge is imposed on
Class B shares acquired by exchange if they are redeemed within six years
of the initial purchase of the exchanged Class B shares. The Class C
contingent deferred sales charge is imposed on Class C shares acquired by
exchange if they are redeemed within 12 months of the initial purchase of
the exchanged Class C shares.
When Class B or Class C shares are redeemed to effect an exchange,
the priorities described in "How To Buy Shares" in the Prospectus for the
imposition of the Class B and Class C contingent deferred sales charges
will be followed in determining the order in which the shares are
exchanged. Shareholders should take into account the effect of any
exchange on the applicability and rate of any contingent deferred sales
charge that might be imposed in the subsequent redemption of remaining
shares. Shareholders owning shares of more than one class must specify
whether they intend to exchange Class A, Class B or Class C shares.
The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of 10 or more accounts. The
Fund may accept requests for exchanges of up to 50 accounts per day from
representatives of authorized dealers that qualify for this privilege. In
connection with any exchange request, the number of shares exchanged may
be less than the number requested if the exchange or the number requested
would include shares subject to a restriction cited in the Prospectus or
this Statement of Additional Information or would include shares covered
by a share certificate that is not tendered with the request. In those
cases, only the shares available for exchange without restriction will be
exchanged.
When exchanging shares by telephone, a shareholder must either have
an existing account in, or obtain and acknowledge receipt of a prospectus
of, the fund to which the exchange is to be made. For full or partial
exchanges of an account made by telephone, any special account features
such as Asset Builder Plans, Automatic Withdrawal Plans and retirement
plan contributions will be switched to the new account unless the Transfer
Agent is instructed otherwise. If all telephone lines are busy (which
might occur, for example, during periods of substantial market
fluctuations), shareholders might not be able to request exchanges by
telephone and would have to submit written exchange requests.
Shares to be exchanged are redeemed on the regular business day the
Transfer Agent receives an exchange request in proper form (the
"Redemption Date"). Normally, shares of the fund to be acquired are
purchased on the Redemption Date, but such purchases may be delayed by
either fund up to five business days if it determines that it would be
disadvantaged by an immediate transfer of the redemption proceeds. The
Fund reserves the right, in its discretion, to refuse any exchange request
that may disadvantage it (for example, if the receipt of multiple exchange
requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the
Fund).
The different Oppenheimer funds available for exchange have different
investment objectives, policies and risks, and a shareholder should assure
that the Fund selected is appropriate for his or her investment and should
be aware of the tax consequences of an exchange. For federal income tax
purposes, an exchange transaction is treated as a redemption of shares of
one fund and a purchase of shares of another. "Reinvestment Privilege,"
above, discusses some of the tax consequences of reinvestment of
redemption proceeds in such cases. The Fund, the Distributor, and the
Transfer Agent are unable to provide investment, tax or legal advice to
a shareholder in connection with an exchange request or any other
investment transaction.
Dividends, Capital Gains and Taxes
Tax Status of the Fund's Dividends and Distributions. The Federal tax
treatment of the Fund's dividends and capital gains distributions is
explained in the Prospectus under the caption "Dividends, Capital Gains
and Taxes." Special provisions of the Internal Revenue Code govern the
eligibility of the Fund's dividends for the dividends-received deduction
for corporate shareholders. Long-term capital gains distributions are not
eligible for the deduction. In addition, the amount of dividends paid by
the Fund which may qualify for the deduction is limited to the aggregate
amount of qualifying dividends that the Fund derives from its portfolio
investments that the Fund has held for a minimum period, usually 46 days.
A corporate shareholder will not be eligible for the deduction on
dividends paid on Fund shares held for 45 days or less. To the extent the
Fund's dividends are derived from gross income from option premiums,
interest income or short-term gains from the sale of securities or
dividends from foreign corporations, those dividends will not qualify for
the deduction.
Under the Internal Revenue Code, by December 31 each year, the Fund
must distribute 98% of its taxable investment income earned from January
1 through December 31 of that year and 98% of its capital gains realized
in the period from November 1 of the prior year through October 31 of the
current year, or else the Fund must pay an excise tax on the amounts not
distributed. While it is presently anticipated that the Fund will meet
those requirements, the Board of Directors and the Manager might determine
in a particular year that it would be in the best interest of shareholders
for the Fund not to make such distributions at the required levels and to
pay the excise tax on the undistributed amounts. That would reduce the
amount of income or capital gains available for distribution to
shareholders.
If the Fund qualifies as a "regulated investment company" under the
Internal Revenue Code, it will not be liable for Federal income taxes on
amounts paid by it as dividends and distribution. The Fund qualified
during its last fiscal year, and intends to qualify in current and future
years, but reserves the right not to do so. The Internal Revenue Code
contains a number of complex tests to determine whether the Fund will
qualify, and the Fund might not meet those tests in a particular year.
For example, if the Fund derives 30% or more of its gross income from the
sale of securities held less than three months, it may fail to qualify
(see "Tax Aspects of Covered Calls and Hedging Instruments," above). If
it did not so qualify, the Fund would be treated for tax purposes as an
ordinary corporation and receive no tax deduction for payments made to
shareholders.
The amount of a class's distributions may vary from time to time
depending on market conditions, the composition of the Fund's portfolio,
and expenses borne by the Fund or borne separately by a class, as
described in "Alternative Sales Arrangements -- Class A, Class B and Class
C Shares," above. Dividends are calculated in the same manner, at the
same time and on the same day for shares of each class. However,
dividends on Class B and Class C shares are expected to be lower as a
result of the asset-based sales charge on Class B and Class C shares, and
Class B and Class C dividends will also differ in amount as a consequence
of any difference in net asset value between the classes.
Dividends, distributions and the proceeds of the redemption of Fund
shares represented by checks returned to the Transfer Agent by the Postal
Service as undeliverable will be invested in shares of Oppenheimer Money
Market Fund, Inc., as promptly as possible after the return of such checks
to the Transfer Agent, to enable the investor to earn a return on
otherwise idle funds.
Dividend Reinvestment in Another Fund. Shareholders of the Fund may
elect to reinvest all dividends and/or capital gains distributions in
shares of the same class of any of the other Oppenheimer funds listed in
"Reduced Sales Charges," above, at net asset value without sales charge.
To elect this option, a shareholder must notify the Transfer Agent in
writing and either have an existing account in the fund selected for
reinvestment or must obtain a prospectus for that fund and an application
from the Distributor to establish an account. The investment will be made
at the net asset value per share in effect at the close of business on the
payable date of the dividend or distribution. Dividends and/or
distributions from certain of the Oppenheimer funds may be invested in
shares of this Fund on the same basis.
Additional Information About the Fund
The Custodian. State Street Bank and Trust Company acts as custodian
of the assets of the Fund. The Fund's cash balances in excess of $100,000
are not protected by Federal deposit insurance. Such uninsured balances
may be substantial.
Independent Accountants. Price Waterhouse LLP are the independent
accountants of the Fund. Their services include examining the annual
financial statements of the Fund as well as other related services.
Retirement Plans. The Distributor may print advertisements and brochures
concerning retirement plans, lump sum distributions and 401-k plans. These
materials may include descriptions of tax rules, strategies for reducing
risk and descriptions of the 401-k program offered by the Distributor.
From time to time hypothetical investment programs illustrating various
tax-deferred investment strategies will be used in brochures, sales
literature, and omitting prospectuses. The following examples illustrate
the general approaches that will be followed. These hypotheticals will
be modified with different investment amounts, reflecting the amounts that
can be invested in different types of retirement programs, different
assumed tax rates, and assumed rates of return. They should not be viewed
as indicative of past or future performance of any OppenheimerFunds
products.
EXAMPLES
<TABLE>
<CAPTION>
Benefits of Long Term Tax-Free Benefits of Long Term Tax-Free
Compounding - Single Sum Compounding - Periodic Investment
Amount of Contribution: $100,000 Amount Invested Annually: $2,000
Rates of Return Rates of Return
<S> <C> <C> <C> <C> <C> <C> <C>
Years 8.00% 10.00% 12.00% Years 8.00% 10.00% 12.00%
</TABLE>
<TABLE>
<CAPTION>
Value at End Value at End
<S> <C> <C> <C> <C> <C> <C> <C>
5 $ 146,933 $ 161,051$ 176,234 5 $ 12,672 $ 13,431 $ 14,230
10 $ 215,892 $ 259,374$ 310,585 10 $ 31,291 $ 35,062 $ 39,309
15 $ 317,217 $ 417,725$ 547,357 15 $ 58,649 $ 69,899 $ 83,507
20 $ 466,096 $ 672,750$ 964,629 20 $ 98,846 $126,005 $161,397
25 $ 684,848 $1,083,471$1,700,006 25 $157,909 $216,364 $298,668
30 $1,006,266 $1,744,940$2,995,992 30 $244,692 $361,887 $540,585
Comparison of Taxable and Tax-Free Investing - Periodic Investments (Assumed Tax Rate: 28%)
Amount of Annual Contribution (Pre-Tax): $2,000 Annual Contribution (After Tax): $1,440
Tax Deferred Rates of Return Fully Taxed Rates of Return
Years 8.00% 10.00% 12.00% Years 5.76% 7.20% 8.64%
Value at End Value at End
5 $ 12,672 $ 13,431 $ 14,230 5 $ 8,544 $ 8,913 $ 9,296
10 $ 31,291 $ 35,062 $ 39,309 10 $ 19,849 $ 21,531 $ 23,364
15 $ 58,649 $ 69,899 $ 83,507 15 $ 34,807 $ 39,394 $ 44,654
20 $ 98,846 $126,005 $161,397 20 $ 54,598 $ 64,683 $ 76,874
25 $157,909 $216,364 $298,668 25 $ 80,785 $100,485 $125,635
30 $244,692 $361,887 $540,585 30 $115,435 $151,171 $199,492
</TABLE>
Comparison of Tax Deferred Investing -- Deducting Taxes at End
(Amount of Tax Rate as End: 28%)
Amount of Annual Contribution: $2,000
<TABLE>
<CAPTION>
Tax Deferred Rates of Return
Years 8.00% 10.00% 12.00%
Value at End
<S> <C> <C> <C>
5 $ 11,924 $ 12,470 $ 13,046
10 $ 28,130 $ 30,485 $ 33,903
15 $ 50,627 $ 58,728 $ 68,525
20 $ 82,369 $101,924 $127,406
25 $127,694 $169,782 $229,041
30 $192,978 $277,359 $406,021
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Oppenheimer Quest Global Value Fund, Inc.
To the Shareholders and Board of Directors of
Oppenheimer Quest Global Value Fund, Inc.
(formerly, Quest for Value Global Equity Fund, Inc.):
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Oppenheimer Quest Global Value
Fund, Inc. (the 'Fund') at November 30, 1995, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended and the financial highlights for each of the five years in
the period then ended, in conformity with generally accepted accounting
principles. These financial statements and financial highlights (hereafter
referred to as 'financial statements') are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at November 30, 1995 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion expressed
above.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
January 10, 1996
<PAGE>
SCHEDULE OF INVESTMENTS November 30, 1995
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<CAPTION>
Shares Value
------------ -------------
<S> <C> <C>
COMMON STOCKS -- 90.0%
ARGENTINA -- 0.3%
Tobacco/Beverages/Food Products
Quilmes Industrial SA ADR.................................................. 30,000 $ 495,000
------------
AUSTRALIA -- 2.6%
Metals/Mining -- 1.0%
Western Mining Corp. Holdings Ltd.......................................... 280,000 1,876,503
------------
Oil/Gas -- 0.6%
Novus Petroleum Ltd........................................................ 1,075,000 1,116,966
------------
Retail -- 0.5%
David Jones Ltd............................................................ 620,000 920,291
------------
Tobacco/Beverages/Food Products -- 0.5%
Foster's Brewing Group Ltd................................................. 477,000 782,373
------------
Total Australian Common Stocks............................................. 4,696,133
------------
AUSTRIA -- 1.0%
Electronics -- 0.6%
Austria Mikro Systeme International AG..................................... 6,000 1,054,887
------------
Transportation -- 0.4%
Flughafen Wien AG.......................................................... 10,000 688,910
------------
Total Austrian Common Stocks............................................... 1,743,797
------------
BELGIUM -- 0.6%
Conglomerates
Colruyt SA................................................................. 4,400 1,132,190
------------
BRAZIL -- 0.7%
Metals/Mining -- 0.3%
CIA Acos Especiais Itabira -- Acesita.................................... 100,000 558,948
------------
Paper Products -- 0.4%
Aracruz Celulose SA ADR.................................................... 77,800 700,200
------------
Total Brazilian Common Stocks.............................................. 1,259,148
------------
DENMARK -- 0.4%
Telecommunications
Tele Danmark AS (Class B).................................................. 15,000 816,673
------------
</TABLE>
2
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<CAPTION>
Shares Value
------------ -------------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
FINLAND -- 2.5%
Drugs & Medical Products -- 0.4%
Oy Tamro AB................................................................ 156,000 $ 707,244
------------
Retail -- 0.9%
Oy Stockmann AB............................................................ 30,700 1,641,635
------------
Telecommunications -- 1.2%
Oy Nokia AB................................................................ 41,000 2,259,137
------------
Total Finnish Common Stocks................................................ 4,608,016
------------
FRANCE -- 1.4%
Electronics -- 0.3%
Schneider SA............................................................... 16,400 603,354
------------
Oil/Gas -- 0.4%
Total SA................................................................... 11,766 723,808
------------
Rubber Products -- 0.3%
Michelin (CGDE)............................................................ 14,990 609,152
------------
Utilities -- 0.4%
Compagnie Generale des Eaux................................................ 6,600 642,212
------------
Total French Common Stocks................................................. 2,578,526
------------
GERMANY -- 3.1%
Computer Services -- 1.2%
SAP AG..................................................................... 13,750 2,196,121
------------
Consumer Products -- 0.6%
Adidas AG.................................................................. 19,000 1,012,860
------------
Drugs & Medical Products -- 1.3%
Gehe AG.................................................................... 2,800 1,239,024
Schering AG................................................................ 17,250 1,171,826
------------
2,410,850
------------
Total German Common Stocks................................................. 5,619,831
------------
HONG KONG -- 1.1%
Agriculture -- 0.4%
Pokphand (CP) Co........................................................... 2,000,000 814,490
------------
</TABLE>
3
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<CAPTION>
Shares Value
------------ -------------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
HONG KONG (CONTINUED)
Real Estate -- 0.7%
Hong Kong Land Holdings Ltd................................................ 675,000 $ 1,201,500
------------
Total Hong Kong Common Stocks.............................................. 2,015,990
------------
HUNGARY -- 0.2%
Drugs & Medical Products
Gedeon Richter Ltd. GDR.................................................... 20,000 335,000
------------
ITALY -- 1.8%
Jewelry -- 0.5%
Bulgari S.p.A.............................................................. 120,000 964,250
------------
Telecommunications -- 0.8%
Telecom Italia............................................................. 690,000 761,551
Telecom Italia Mobile...................................................... 690,000 673,099
------------
1,434,650
------------
Textiles -- 0.5%
Marzotto & Figli S.p.A..................................................... 170,000 967,377
------------
Total Italian Common Stocks................................................ 3,366,277
------------
JAPAN -- 15.4%
Aerospace -- 0.9%
Mitsubishi Heavy Industries, Inc........................................... 205,000 1,633,956
------------
Building & Construction -- 1.3%
Kinden Corp................................................................ 32,000 525,209
Kitano Construction Corp................................................... 76,000 478,781
Maeda Corp................................................................. 140,000 1,430,958
------------
2,434,948
------------
Casinos/Gaming -- 0.6%
Heiwa Corp................................................................. 44,000 1,141,622
------------
Chemicals -- 1.1%
Shin-Etsu Chemical Co...................................................... 95,000 1,960,688
------------
Drugs & Medical Products -- 1.1%
Sankyo Co. Ltd............................................................. 89,000 1,985,553
------------
</TABLE>
4
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<CAPTION>
Shares Value
------------ -------------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
JAPAN (CONTINUED)
Electronics -- 3.5%
Hitachi Koki............................................................... 200,000 $ 1,855,528
Kyocera Corp............................................................... 40,000 3,164,619
Rhom Co.................................................................... 24,000 1,464,767
------------
6,484,914
------------
Food Services -- 0.9%
Ito Yokado Co. Ltd......................................................... 29,000 1,601,769
------------
Healthcare Services -- 1.0%
SRL, Inc................................................................... 81,000 1,822,998
------------
Insurance -- 0.4%
Fuji Fire & Marine Insurance............................................... 160,000 801,966
------------
Jewelry -- 0.2%
Nagahori Corp.............................................................. 49,000 286,536
------------
Machinery & Engineering -- 0.7%
Aoki Marine Co. Ltd........................................................ 58,000 410,418
Kyudenko Co. Ltd........................................................... 64,000 830,270
------------
1,240,688
------------
Manufacturing -- 0.8%
Nippon Electric Glass Co. Ltd.............................................. 77,000 1,430,270
------------
Merchandising -- 0.4%
Mutow Co................................................................... 81,000 620,934
Simree Co. Ltd............................................................. 39,000 119,971
------------
740,905
------------
Photography -- 1.0%
Fuji Photo Film Co......................................................... 72,000 1,783,194
------------
Security/Investigation -- 0.4%
Toyo Tec Co. Ltd........................................................... 77,000 727,243
------------
Textiles -- 1.1%
Wacoal Corp................................................................ 160,000 2,044,226
------------
Total Japanese Common Stocks............................................... 28,121,476
------------
MALAYSIA -- 1.1%
Building & Construction -- 0.3%
Kim Hin Industry Bhd....................................................... 345,000 641,860
------------
</TABLE>
5
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<CAPTION>
Shares Value
------------ -------------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
MALAYSIA (CONTINUED)
Conglomerates -- 0.8%
Boustead Holdings Bhd...................................................... 570,000 $ 1,046,985
Technology Resources Industries Bhd........................................ 155,000 433,780
------------
1,480,765
------------
Total Malaysian Common Stocks.............................................. 2,122,625
------------
NETHERLANDS -- 2.8%
Building & Construction -- 0.9%
Kondor Wessels Groep NV.................................................... 29,500 910,887
NBM-Amstelland NV.......................................................... 47,916 704,255
------------
1,615,142
------------
Computer Services -- 0.3%
Getronics NV............................................................... 10,700 480,387
------------
Miscellaneous Financial Services -- 0.3%
International Nederlanden Groep NV......................................... 9,000 589,143
------------
Publishing -- 0.9%
Ver Ned Uitgevers.......................................................... 12,000 1,693,324
------------
Other -- 0.4%
Hagemeyer NV............................................................... 15,994 807,947
------------
Total Netherlands Common Stocks............................................ 5,185,943
------------
NORWAY -- 0.6%
Banking
Fokus Bank AS.............................................................. 220,000 1,112,263
------------
SOUTH KOREA -- 0.3%
Metals/Mining
Pohang Iron & Steel Co. Ltd. ADR........................................... 25,500 624,750
------------
SPAIN -- 1.9%
Building & Construction -- 0.6%
Fomento de Construcione Y Contratas SA..................................... 14,439 1,096,499
------------
Oil/Gas -- 0.5%
Repsol SA.................................................................. 30,000 945,601
------------
</TABLE>
6
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<CAPTION>
Shares Value
------------ -------------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
SPAIN (CONTINUED)
Utilities -- 0.8%
Compania Sevillana de Electric............................................. 200,000 $ 1,418,198
------------
Total Spanish Common Stocks................................................ 3,460,298
------------
SWEDEN -- 5.6%
Banking -- 1.1%
Nordbanken AB.............................................................. 120,000 2,050,187
------------
Drugs & Medical Products -- 0.6%
ASTRA AB................................................................... 30,000 1,118,908
------------
Machinery & Engineering -- 2.1%
Atlas Copco AB............................................................. 125,000 1,887,728
IRO AB..................................................................... 62,500 715,048
Kalmar Industries AB....................................................... 75,000 1,189,841
------------
3,792,617
------------
Paper Products -- 0.7%
AssiDoman AB............................................................... 59,000 1,341,011
------------
Utilities -- 1.1%
ASEA AB.................................................................... 20,000 1,940,355
------------
Total Swedish Common Stocks................................................ 10,243,078
------------
SWITZERLAND -- 2.1%
Banking -- 0.7%
Bil GT Gruppe AG........................................................... 2,400 1,357,720
------------
Building & Construction -- 1.0%
Holderbank Financiere Glaris AG............................................ 2,357 1,756,471
------------
Machinery & Engineering -- 0.4%
SIG Schweizerische Industrie-Gesellschaft Holding AG....................... 350 669,928
------------
Total Swiss Common Stocks.................................................. 3,784,119
------------
TAIWAN -- 1.0%
Telecommunications -- 0.5%
Total Access Communication Public Company Ltd.............................. 138,400 858,080
------------
Other -- 0.5%
Taipei Fund Units IDR...................................................... 15,000 1,035,000
------------
Total Taiwanese Common Stocks.............................................. 1,893,080
------------
</TABLE>
7
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<CAPTION>
Shares Value
------------ -------------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
UNITED KINGDOM -- 5.6%
Building & Construction -- 1.6%
Bridon PLC................................................................. 524,856 $ 1,012,429
Wolseley PLC............................................................... 277,054 1,925,635
------------
2,938,064
------------
Computers -- 0.9%
Amstrad PLC................................................................ 410,000 1,660,211
------------
Food Services -- 1.6%
Argyll Group PLC........................................................... 363,658 1,731,440
Booker PLC................................................................. 242,000 1,304,103
------------
3,035,543
------------
Metals/Mining -- 0.4%
Antofagasta Holdings PLC................................................... 150,000 665,952
------------
Retail -- 0.8%
Dixons Group PLC........................................................... 230,000 1,452,465
------------
Textiles -- 0.3%
Readicut International PLC................................................. 450,000 478,797
------------
Total United Kingdom Common Stocks......................................... 10,231,032
------------
UNITED STATES -- 37.9%
Aerospace -- 6.1%
Lockheed Martin Corp....................................................... 25,000 1,834,375
McDonnell Douglas Corp..................................................... 105,000 9,358,125
------------
11,192,500
------------
Banking -- 5.4%
Citicorp................................................................... 45,000 3,183,750
Mellon Bank Corp........................................................... 35,000 1,872,500
Wells Fargo & Co........................................................... 23,000 4,835,750
------------
9,892,000
------------
Casinos/Gaming -- 0.6%
Harrahs Entertainment, Inc................................................. 40,000 995,000
------------
</TABLE>
8
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<CAPTION>
Shares Value
------------ -------------
COMMON STOCKS (CONTINUED)
UNITED STATES (CONTINUED)
<S> <C> <C>
Chemicals -- 2.1%
Hercules, Inc.............................................................. 40,000 $ 2,195,000
Monsanto Co................................................................ 15,000 1,717,500
------------
3,912,500
------------
Consumer Products -- 0.7%
Reebok International Ltd................................................... 50,000 1,300,000
------------
Drugs & Medical Products -- 1.7%
Becton Dickinson & Co...................................................... 45,000 3,138,750
------------
Electronics -- 2.3%
Intel Corp................................................................. 70,000 4,261,250
------------
Insurance -- 4.9%
Exel Ltd................................................................... 70,000 4,366,250
Transamerica Corp.......................................................... 61,000 4,674,125
------------
9,040,375
------------
Metals/Mining -- 1.8%
Freeport McMoRan Copper & Gold (Class B)................................... 100,000 2,712,500
Freeport McMoRan, Inc...................................................... 16,666 652,057
------------
3,364,557
------------
Miscellaneous Financial Services -- 6.0%
American Express Co........................................................ 100,000 4,250,000
Federal Home Loan Mortgage Corp............................................ 87,000 6,699,000
------------
10,949,000
------------
Oil/Gas -- 2.1%
MAPCO, Inc................................................................. 30,000 1,612,500
Tenneco, Inc............................................................... 45,000 2,160,000
------------
3,772,500
------------
Paper Products -- 2.2%
Champion International Corp................................................ 50,000 2,356,250
Scott Paper Co............................................................. 29,000 1,656,625
------------
4,012,875
------------
Telecommunications -- 0.9%
Sprint Corp................................................................ 40,000 1,600,000
------------
</TABLE>
9
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<CAPTION>
Shares Value
------------ -------------
<S> <C> <C>
COMMON STOCKS (CONTINUED)
UNITED STATES (CONTINUED)
Textiles -- 1.1%
Shaw Industries, Inc....................................................... 125,000 $ 1,953,125
------------
Total United States Common Stocks.......................................... 69,384,432
------------
Total Common Stocks (cost -- $133,576,668)............................... 164,829,677
------------
PREFERRED STOCKS -- 1.8%
BRAZIL -- 0.4%
Textiles
CIA Tecidos Norte de Mina.................................................. 2,150 694,338
------------
SOUTH KOREA -- 1.4%
Building & Construction -- 0.2%
Sung Shin Cement Industrial Company, Ltd................................... 22,060 374,990
------------
Electronics -- 1.2%
Samsung Electronics Co..................................................... 19,000 2,169,597
------------
Total South Korean Preferred Stocks........................................ 2,544,587
------------
Total Preferred Stocks (cost -- $2,695,863).............................. 3,238,925
------------
</TABLE>
<TABLE>
<CAPTION>
Warrants
<S> <C> <C>
WARRANTS -- 0.0%
SWITZERLAND
Building & Construction
Holderbank Financiere Glaris AG 12/20/95, strike @ SWF 640 *
(cost -- $15,757)...................................................... 11,785 11,529
------------
</TABLE>
<TABLE>
<CAPTION>
Principal
Amount
<S> <C> <C>
CONVERTIBLE BONDS -- 4.8%
HONG KONG -- 0.9%
Banking
Bangkok Bank Public Co. 3.25%, 3/3/04...................................... US$ 1,650,000 1,672,687
------------
JAPAN -- 3.9%
Drugs & Medical Products -- 0.7%
Yamanouchi Pharmaceutical 1.25%, 3/31/14................................... JPY 110,000,000 1,194,595
------------
</TABLE>
10
<PAGE>
<PAGE>
SCHEDULE OF INVESTMENTS (Continued)
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<CAPTION>
Principal
Amount Value
------------ -------------
<S> <C> <C>
CONVERTIBLE BONDS (CONTINUED)
JAPAN (CONTINUED)
Miscellaneous Financial Services -- 3.2%
MBL International Finance (Bermuda) Trust 3.00%, 11/30/02.................. US$ 5,315,000 $ 5,846,500
------------
Total Japanese Convertible Bonds........................................... 7,041,095
------------
Total Convertible Bonds (cost -- $8,347,857)............................. 8,713,782
------------
REPURCHASE AGREEMENT -- 4.4%
J.P. Morgan 5.875%, 12/01/95, (proceeds at maturity: $8,141,327
collateralized by $8,150,000 par, $8,302,813 value, U.S. Treasury Notes
6.50%, 4/30/97) (cost -- $8,140,000)................................... US$ 8,140,000 8,140,000
------------
</TABLE>
<TABLE>
<CAPTION>
Local
Currency
------------
<S> <C> <C>
FOREIGN CURRENCY CALL ACCOUNTS** -- 0.2%
State Street Bank & Trust Co.
Austrian Schilling 3.375%.................................................. 1,965,915 193,201
Australian Dollar 6.875%................................................... 62,313 46,247
Belgian Franc 3.00%........................................................ 434,579 14,618
Hong Kong Dollar 5.125%.................................................... 60,159 7,778
Deutsche Mark 3.375%....................................................... 9,030 6,243
Pound Sterling 6.25%....................................................... 1,880 2,879
French Franc 4.50%......................................................... 9,028 1,809
Spanish Peseta 8.625%...................................................... 175,461 1,424
Netherlands Guilder 3.125%................................................. 1,938 1,197
Italian Lira 9.50%......................................................... 757,659 474
Danish Krone 4.50%......................................................... 168 30
------------
Total Foreign Currency Call Accounts (cost -- $279,184).................. 275,900
------------
Total Investments (cost -- $153,055,329)................................. 101.2% 185,209,813
Liabilities in Excess of Other Assets...................................... (1.2) (2,163,815)
-------------- ------------
Total Net Assets........................................................... 100.0% $183,045,998
-------------- ------------
-------------- ------------
</TABLE>
- ------------
* Non-income producing security.
** Variable rate accounts have interest rates updated weekly.
JPY -- Japanese Yen
SWF -- Swiss Francs
See accompanying Notes to Financial Statements.
11
<PAGE>
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES November 30, 1995
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<S> <C>
ASSETS:
Investments, at value (cost -- $153,055,329).................................................... $185,209,813
Receivable for fund shares sold................................................................... 663,785
Dividends receivable.............................................................................. 250,820
Withholding taxes reclaimable..................................................................... 137,546
Interest receivable............................................................................... 65,685
Deposits for securities loaned.................................................................... 7,052,374
Prepaid expenses and other assets................................................................. 48,940
------------
Total assets................................................................................. 193,428,963
------------
LIABILITIES:
Payable for investments purchased................................................................. 2,522,664
Payable for fund shares redeemed.................................................................. 546,045
Due to custodian.................................................................................. 50,217
Withholding taxes payable......................................................................... 28,385
Administration fee payable........................................................................ 10,055
Distribution fee payable.......................................................................... 10,055
Deposits for securities loaned.................................................................... 7,052,374
Other payables and accrued expenses............................................................... 163,170
------------
Total liabilities............................................................................ 10,382,965
------------
NET ASSETS:
Capital stock..................................................................................... 118,349
Paid-in-surplus................................................................................... 135,438,202
Accumulated undistributed net investment income................................................... 1,181,343
Accumulated undistributed net realized gain on investments........................................ 15,562,861
Accumulated net realized loss on foreign currency transactions.................................... (1,408,261)
Net unrealized appreciation on investments and translation of other assets and liabilities
denominated in foreign currencies............................................................... 32,153,504
------------
TOTAL NET ASSETS.................................................................................. $183,045,998
------------
------------
CLASS A
Fund shares outstanding........................................................................... 10,438,550
------------
Net asset value per share......................................................................... $15.49
------------
------------
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)... $16.44
------------
------------
CLASS B
Fund shares outstanding........................................................................... 1,109,848
------------
Net asset value and offering price per share...................................................... $15.30
------------
------------
CLASS C
Fund shares outstanding........................................................................... 286,526
------------
Net asset value and offering price per share...................................................... $15.26
------------
------------
</TABLE>
See accompanying Notes to Financial Statements.
12
<PAGE>
<PAGE>
STATEMENT OF OPERATIONS For the Year Ended November 30, 1995
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends (net of foreign withholding taxes of $233,143)............................................ $ 3,120,713
Interest............................................................................................ 1,431,588
-----------
Total investment income................................................................... 4,552,301
-----------
EXPENSES:
Investment advisory fee -- Note 2a................................................................ 1,290,224
Distribution fee -- Note 2d....................................................................... 948,859
Administration fee -- Note 2e..................................................................... 430,075
Custodian fees...................................................................................... 233,256
Transfer and dividend disbursing agent fees -- Note 1j............................................ 226,899
Auditing, consulting and tax return preparation fees................................................ 56,730
Reports and notices to shareholders................................................................. 50,673
Registration fees................................................................................... 46,067
Amortization of deferred organization expenses -- Note 1c......................................... 22,859
Directors' fees and expenses........................................................................ 17,269
Legal fees.......................................................................................... 10,000
Miscellaneous....................................................................................... 14,328
-----------
Total operating expenses.................................................................. 3,347,239
-----------
NET INVESTMENT INCOME............................................................................... 1,205,062
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS -- NET:
Net realized gain on investments.................................................................... 15,077,739
Net realized loss on foreign currency transactions.................................................. (74,974)
-----------
Net realized gain on investments and foreign currency transactions........................ 15,002,765
NET CHANGE IN UNREALIZED APPRECIATION OR DEPRECIATION ON INVESTMENTS AND
TRANSLATION OF OTHER ASSETS
AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES.................................................
14,748,932
-----------
NET REALIZED GAIN AND CHANGE IN UNREALIZED APPRECIATION OR DEPRECIATION ON
INVESTMENTS AND
TRANSLATION OF OTHER ASSETS AND LIABILITIES DENOMINATED IN FOREIGN
CURRENCIES..................... 29,751,697
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................................................
$30,956,759
-----------
-----------
</TABLE>
See accompanying Notes to Financial Statements.
13
<PAGE>
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<CAPTION>
Year Ended November 30,
----------------------------
1995 1994
------------ ------------
<S> <C> <C>
OPERATIONS:
Net investment income............................................................ $ 1,205,062 $ 44,024
Net realized gain on investments................................................. 15,077,739 14,611,225
Net realized loss on foreign currency transactions............................... (74,974) (1,391,636)
Net change in unrealized appreciation or depreciation on investments and
translation of other assets and liabilities denominated in foreign
currencies..................................................................... 14,748,932 (1,833,491)
------------ ------------
Net increase in net assets resulting from operations........................ 30,956,759 11,430,122
------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gain -- Class A ($1.228 and $0.494 per share, respectively)....... (12,831,716) (4,944,320)
Net realized gain -- Class B ($1.228 and $0.494 per share, respectively)....... (896,679) (66,298)
Net realized gain -- Class C ($1.228 and $0.494 per share, respectively)....... (212,761) (10,738)
------------ ------------
Total distributions to shareholders......................................... (13,941,156) (5,021,356)
------------ ------------
FUND SHARE TRANSACTIONS:
CLASS A
Net proceeds from sales.......................................................... 34,403,115 30,817,260
Reinvestment of distributions.................................................... 12,377,445 4,682,941
Cost of shares redeemed.......................................................... (48,138,429) (29,503,784)
------------ ------------
Net increase (decrease) -- Class A........................................ (1,357,869) 5,996,417
------------ ------------
CLASS B
Net proceeds from sales.......................................................... 7,279,837 9,192,969
Reinvestment of distributions.................................................... 832,752 64,143
Cost of shares redeemed.......................................................... (2,948,802) (659,275)
------------ ------------
Net increase -- Class B................................................... 5,163,787 8,597,837
------------ ------------
CLASS C
Net proceeds from sales.......................................................... 2,847,478 2,476,331
Reinvestment of distributions.................................................... 210,815 10,736
Cost of shares redeemed.......................................................... (1,560,431) (299,932)
------------ ------------
Net increase -- Class C................................................... 1,497,862 2,187,135
------------ ------------
Total increase in net assets from fund share transactions.............. 5,303,780 16,781,389
------------ ------------
Total increase in net assets..................................................... 22,319,383 23,190,155
------------ ------------
NET ASSETS:
Beginning of year................................................................ 160,726,615 137,536,460
------------ ------------
End of year (including undistributed net investment income of $1,181,343 and
$44,024, respectively)......................................................... $183,045,998 $160,726,615
------------ ------------
------------ ------------
</TABLE>
See accompanying Notes to Financial Statements.
14
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS November 30, 1995
Oppenheimer Quest Global Value Fund, Inc.
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Quest Global Value Fund, Inc. (the 'Fund'), formerly named Quest for
Value Global Equity Fund, Inc., is registered under the Investment Company Act
of 1940 as a diversified, open-end management investment company. The Fund
commenced investment operations on July 2, 1990.
On November 22, 1995, OCC Distributors (previously Quest for Value
Distributors), OpCap Advisors (previously Quest for Value Advisors) and their
parent Oppenheimer Capital consummated a transaction with OppenheimerFunds, Inc.
('OFI'), which resulted in the sale to OFI of certain mutual fund assets of OCC
Distributors and OpCap Advisors including the transfer of the management
agreements and other contracts relating to certain Quest for Value Funds and the
use of the name 'Quest for Value'. As part of the transaction, the Fund has
entered into an investment advisory agreement with OFI and OFI has entered into
a sub-advisory agreement with OpCap Advisors.
Prior to September 1, 1993, the Fund issued only one class of shares which were
redesignated Class A shares. Subsequent to that date, the Fund was authorized to
issue Class A, Class B and Class C shares. Shares of each Class represent an
identical interest in the investment portfolio and generally have the same
rights, but are offered under different sales charges and distribution fee
arrangements. Futhermore, Class B shares will automatically convert to Class A
shares of the same fund six years after their respective purchase.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of the financial statements:
(a) Valuation of Investments -- Investment securities listed on a U.S. or
foreign stock exchange and securities traded in the over-the-counter National
Market System are valued at the last reported sale price on the valuation date;
if there are no such sales, the securities are valued at their last quoted bid
price. Other investments traded over-the-counter and not part of the National
Market System are valued at the last quoted bid price. Investment debt
securities (other than short-term obligations) are valued each day by an
independent pricing service (approved by the Board of Directors) using methods
which include current market quotations from major market makers in the
securities and trader reviewed 'matrix' prices. Short-term debt securities
having a remaining maturity of sixty days or less are valued at amortized cost
or amortized value, which approximates market value. Any security or other asset
for which market quotations are not readily available is valued at its fair
value as determined under procedures established by the Fund's Board of
Directors. Investments in countries in which the Fund may invest may involve
certain considerations and risks not typically associated with domestic
investments as a result of, among others, the possibility of future political
and economic developments and the level of governmental supervision and
regulation of foreign securities markets.
(b) Federal Income Taxes -- It is the Fund's policy to comply with the
requirements of the Internal Revenue Code applicable to
regu-
15
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS November 30, 1995 (Continued)
Oppenheimer Quest Global Value Fund, Inc.
lated investment companies and to distribute substantially all of its taxable
income to its shareholders; accordingly, no Federal income tax provision is
required.
(c) Deferred Organization Expenses -- Costs incurred by the Fund in connection
with its organization approximated $194,000. These costs have been deferred and
expensed on a straight line basis over sixty months from commencement of the
Fund's operations.
(d) Investment Transactions and Other Income -- Investment transactions are
accounted for on the trade date. In determining the gain or loss from the sale
of investments, the cost of investments sold is determined on the basis of
identified cost. Dividend income and other distributions are recorded on the
ex-dividend date, except for certain dividends or other distributions from
foreign securities which are recorded as soon as the information is available
after the ex-dividend date. Interest income is accrued as earned. Discounts on
debt securities purchased are accreted to interest income over the lives of the
respective securities.
(e) Dividends and Distributions -- Dividends from net investment income and
distributions from net foreign currency gains and net realized capital gains, if
any, will be paid out at least annually. The Fund records dividends and
distributions to its shareholders on the ex-dividend date.
The amount of dividends and distributions from net investment income, net
realized foreign currency gains and net realized capital gains are determined in
accordance with Federal income tax regulations, which may differ from generally
accepted accounting principles. These 'book-tax' differences are either
considered temporary or permanent in nature. To the extent these differences are
permanent in nature, such amounts are reclassified within the capital accounts
based on their Federal tax-basis treatment; temporary differences do not require
reclassification. To the extent distributions exceed current and accumulated
earnings and profits for Federal income tax purposes, they are reported as
distributions of paid-in-surplus or tax return of capital. Accordingly,
permanent book-tax differences relating to shareholder distributions have been
reclassified to paid-in-surplus. Net investment income (loss), net realized
foreign currency gain (loss), net realized gain (loss) on investments and net
assets were not affected. The following table discloses the current year's
reclassifications from accumulated net investment income (loss), accumulated net
realized foreign currency gain (loss) and accumulated net realized gain (loss)
on investments to paid-in-surplus:
<TABLE>
<CAPTION>
Accumulated Accumulated Net Accumulated Net Paid-
Net Investment Realized Foreign Realized Gain (Loss) In-
Income (Loss) Currency Gain (Loss) on Investments Surplus
--------------- -------------------- -------------------- -------
<S> <C> <C> <C>
$ (67,743) $ 58,349 $(74,798) $84,192
</TABLE>
(f) Foreign Currency Translation -- The books and records of the Fund are
maintained in U.S. dollars as follows: (1) the foreign currency market value of
investment
16
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS November 30, 1995 (Continued)
Oppenheimer Quest Global Value Fund, Inc.
securities, other assets and liabilities, and forward contracts stated in
foreign currencies are translated at the exchange rates at the end of the
period; and (2) purchases, sales, income and expenses are translated at the rate
of exchange prevailing on the respective dates of such transactions. The
resultant exchange gains and losses are included in the Fund's Statement of
Operations. Since the net assets of the Fund are presented at the foreign
exchange rates and market prices at the close of the period, the Fund does not
isolate that portion of the results of operations arising as a result of changes
in the exchange rates from fluctuations arising from changes in the market
prices of securities.
(g) Forward Currency Contracts -- As part of its investment program, the Fund
utilizes forward currency contracts for hedging purposes. The use of these
contracts involves, to varying degrees, elements of market risk. Risks arise
from the possible movements in foreign exchange rates and security values
underlying these instruments. In addition, credit risk may arise from the
potential inability of counterparties to meet the terms of their contracts.
Forward currency contracts are recorded at market value. Realized gains and
losses arising from such transactions are included in net realized gain or loss
on foreign currency transactions in the Fund's Statement of Operations. At
November 30, 1995, there were no forward currency contracts outstanding for the
Fund.
(h) Repurchase Agreements -- The Fund's custodian takes possession of the
collateral pledged for investments in repurchase agreements. The underlying
collateral is valued daily on a mark-to-market basis to ensure that the value,
including accrued interest, is at least equal to the repurchase price. In the
event of default of the obligor to repurchase, the Fund has the right to
liquidate the collateral and apply the proceeds in satisfaction of the
obligation. Under certain circumstances, in the event of default or bankruptcy
by the other party to the agreement, realization and/or retention of the
collateral or proceeds may be subject to legal proceedings.
(i) Security Lending Procedures -- The Fund periodically lends securities
through a lending program run by its custodian, State Street Bank and Trust
Company, for its participating clients. Under the program, the bank makes
available to select qualified brokerage firms or other borrowing institutions
the use of the participants' securities for a period of time. Foreign security
loans are collateralized with U.S. Government securities or cash.
The Fund earns income from investing the cash received as collateral in money
market funds. The Fund pays State Street Bank and Trust Company 35% of the net
interest earned as a fee for administering the security lending program. For the
year ended November 30, 1995, the Fund earned $28,575 from security lending
which is included in interest income in the Fund's Statement of Operations. At
November 30, 1995, the Fund had the following securities on loan:
17
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS November 30, 1995 (Continued)
Oppenheimer Quest Global Value Fund, Inc.
<TABLE>
<CAPTION>
Market Value
Market Value of
Security Shares of Shares Collateral Collateral
- ----------------------------------------------------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Schering AG
(Germany).......................................... 17,155 $1,165,373 U.S. Dollars $1,222,294
Maeda Corp. (Japan).................................. 137,000 1,400,291 U.S. Dollars 1,507,000
Nippon Electric Glass Co. Ltd. (Japan)............... 59,000 1,095,919 U.S. Dollars 1,165,250
SRL, Inc. (Japan).................................... 71,000 1,597,933 U.S. Dollars 1,704,000
Telecom Italia (Italy)............................... 676,200 746,322 U.S. Dollars 777,630
Telecom Italia Mobile (Italy)........................ 676,200 659,633 U.S. Dollars 676,200
------------ ------------
$6,665,471 $7,052,374
------------ ------------
------------ ------------
</TABLE>
(j) Allocation of Expenses -- Expenses specifically identifiable to a
particular class are borne by that class. Other expenses are allocated to each
class based on its net assets in relation to the total net assets of all classes
or on another reasonable basis. For the year ended November 30, 1995, the Fund
had transfer and dividend disbursing agent fees accrued to classes A, B and C of
$179,256, $32,779 and $14,864, respectively. These expenses have been
consolidated in the accompanying Statement of Operations.
2. INVESTMENT ADVISORY FEE, ADMINISTRATION FEE,
DISTRIBUTION FEE AND OTHER TRANSACTIONS WITH AFFILIATES
(a) The Fund pays OFI (the 'Manager') an investment advisory fee at an annual
rate based on the Fund's daily net assets: .75% of the first $400 million of net
assets, .70% of the next $400 million of net assets and .65% of net assets over
$800 million.
Prior to November 22, 1995, the investment advisory fee was paid monthly to
OpCap Advisors and was computed on the Fund's average daily net assets at the
annual rate of .75%.
(b) Effective November 22, 1995, the Manager pays OpCap Advisors (the
'Sub-Adviser') an annual fee based on the average daily net assets of the Fund
equal to 40% of the advisory fee (and the administration fee, described below)
collected by the Manager based on the total net assets of the Fund as of
November 22, 1995 (the 'Base Amount') plus 30% of the investment advisory fee
(and administration fee) collected by the Manager based on the total net assets
of the Fund that exceed the base amount.
(c) The administration fees are payable monthly to the Manager and are computed
on the Fund's average daily net assets at the annual rate of .25%.
Prior to November 22, 1995, administration fees were paid monthly to OpCap
Advisors and were computed on the Fund's average daily net assets at the annual
rate of .25%.
(d) The Fund has adopted a Plan and Agreement of Distribution (the 'Plan')
pursuant to which it is permitted to compensate OppenheimerFunds Distributor,
Inc. (the 'Distributor') in connection with the distribution of Fund shares.
Under the Plan, the Distributor has entered into agreements with securities
dealers and other financial institutions and organizations to obtain various
sales-related services in rendering distribution assistance. To compensate the
Distributor for the services it and other dealers under the Plan provide and for
the expenses they bear under the Plan, the Fund pays the Distributor
compensation, accrued daily and payable monthly, on the daily net assets for
Class A shares at the annual rate of .25%. The Fund's Class A shares also pay a
service fee
18
<PAGE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS November 30, 1995 (Continued)
Oppenheimer Quest Global Value Fund, Inc.
at an annual rate of .25% of average daily net assets. Compensation for Class B
and Class C shares of the Fund is at an annual rate of .75% of average daily net
assets. The Fund's Class B and Class C shares also pay a service fee at the
annual rate of .25% of average daily net assets. Distribution and service fees
may be paid by the Distributor to broker-dealers or others for providing
personal service, maintenance of accounts and ongoing sales or shareholder
support functions in connection with the distribution of Fund shares. While
payments under the Plan may not exceed the stated percentage of average daily
net assets on an annual basis, the payments are not limited to the amounts
actually paid or expenses actually incurred by the Distributor.
Prior to November 22, 1995, distribution and service fees were paid to OCC
Distributors.
For the year ended November 30, 1995, distribution and service fees charged to
Classes A, B and C were $771,439, $139,078 and $38,342, respectively. These
expenses have been consolidated in the accompanying Statement of Operations.
(e) Total brokerage commissions paid by the Fund during the year ended November
30, 1995 amounted to $644,312, of which $27,013 was paid to Oppenheimer & Co.,
Inc., an affiliate of the Sub-Adviser.
(f) Oppenheimer & Co., Inc. has informed the Fund that it received approximately
$198,000 in connection with the sale of Class A shares for the year ended
November 30, 1995.
OCC Distributors has informed the Fund that it received contingent deferred
sales charges on the redemption of Class B and Class C shares of approximately
$3,400 for the year ended November 30, 1995.
3. FUND SHARE TRANSACTIONS
The Fund has authorized 100 million shares of $.01 par value capital stock for
each class of shares. The following table summarizes the Fund's share activity
for the two years ended November 30, 1995:
<TABLE>
<CAPTION>
Year Ended November 30,
-------------------------
1995 1994
---------- ------------
<S> <C> <C>
CLASS A
Issued................. 2,425,486 2,167,814
Distributions
reinvested........... 954,313 344,081
Redeemed............... (3,393,068) (2,079,717)
---------- ------------
Net increase
(decrease)......... (13,269 ) 432,178
---------- ------------
CLASS B
Issued................. 516,524 647,583
Distributions
reinvested........... 64,705 4,716
Redeemed............... (201,052 ) (46,590)
---------- ------------
Net increase......... 380,177 605,709
---------- ------------
CLASS C
Issued................. 204,655 174,051
Distributions
reinvested........... 16,393 789
Redeemed............... (106,327 ) (21,072)
---------- ------------
Net increase......... 114,721 153,768
---------- ------------
Total net
increase......... 481,629 1,191,655
---------- ------------
---------- ------------
</TABLE>
4. PURCHASES AND SALES OF SECURITIES
For the year ended November 30, 1995, purchases and sales of investment
securities, other than short-term securities, were $120,040,265 and
$113,021,156, respectively.
5. UNREALIZED APPRECIATION (DEPRECIATION) AND COST OF INVESTMENTS FOR
FEDERAL INCOME TAX PURPOSES
At November 30, 1995, the cost of investments for Federal income tax purposes
was $153,142,786. Aggregate gross unrealized appreciation (all investments in
which there is an excess of value over tax cost) amounted to $37,507,938 and
aggregate unrealized depreciation (all investments in which there is an excess
of tax cost over value) amounted to $5,440,911 resulting in net unrealized
appreciation of $32,067,027.
19
<PAGE>
FINANCIAL HIGHLIGHTS
Oppenheimer Quest Global Value Fund, Inc.
For a share outstanding throughout each period:
<TABLE>
<CAPTION>
Income from Investment Operations Dividends and Distributions
---------------------------------------------------- ---------------------------------------------
Net Distributions
Realized Dividends to
and to Shareholders
Net Asset Net Unrealized Shareholders from Net
Value, Investment Gain (Loss) Total from from Net Realized Total
Beginning Income on Investment Investment Gain on Dividends
and
of Period (Loss) Investments Operations Income Investments
Distributions
--------- ---------- ----------- ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
<C>
CLASS A
Year Ended November 30,
1995*................... $ 14.16 $ 0.11 $ 2.45 $ 2.56 -- $(1.23) $ (1.23)
1994.................... $ 13.54 $ 0.01 $ 1.10 $ 1.11 -- $(0.49) $ (0.49)
1993.................... $ 12.30 -- $ 2.26 $ 2.26 $(0.12) $(0.90) $ (1.02)
1992.................... $ 11.25 $ 0.12 $ 0.93 $ 1.05 -- -- --
1991.................... $ 10.57 $(0.04) $ 0.85 $ 0.81 $(0.05) $(0.08) $ (0.13)
CLASS B
Year Ended November 30,
1995*................... $ 14.07 $ 0.02 $ 2.44 $ 2.46 -- $(1.23) $ (1.23)
1994.................... $ 13.52 $(0.06) $ 1.10 $ 1.04 -- $(0.49) $ (0.49)
September 2, 1993(4) to
November 30, 1993....... $ 13.75(3) $(0.02) $ (0.21) $(0.23) -- --
- --
CLASS C
Year Ended November 30,
1995*................... $ 14.06 $ 0.00 $ 2.43 $ 2.43 -- $(1.23) $ (1.23)
1994.................... $ 13.52 $(0.08) $ 1.11 $ 1.03 -- $(0.49) $ (0.49)
September 2, 1993(4) to
November 30, 1993....... $ 13.75(3) $(0.02) $ (0.21) $(0.23) -- --
- --
<FN>
(1) Average net assets for the year ended November 30, 1995 for Class A, Class B
and Class C were $154,287,854, $13,907,831 and $3,834,163, respectively.
(2) During the periods noted above, the Adviser voluntarily waived a portion of
its fees. If such waivers had not been in effect, the ratios of net
operating expenses to average net assets and the ratios of net investment
income (loss) to average net assets for Class A would have been 1.93% and
0.04%, respectively, for the year ended November 30, 1994, 1.91% and
(0.11)%, respectively, for the year ended November 30, 1993 and 1.84% and
0.64%, respectively, for the year ended November 30, 1992. The ratios of net
operating expenses to average net assets and the ratios of net investment
income (loss) to average net assets would have been 2.51% and (0.45)%,
respectively, for Class B and 2.66% and (0.59)%, respectively, for Class C,
for the year ended November 30, 1994 and 2.32% and (0.82)%, annualized,
respectively, for Class B and 2.35% and (0.78)%, annualized, respectively,
for Class C, for the period September 2, 1993 (initial offering) to November
30, 1993.
(3) Initial offering price.
(4) Initial offering of Class B and Class C shares, respectively.
(5) Annualized.
* Based on average shares outstanding for the period.
** Assumes reinvestment of all dividends and distributions, but does not
reflect deductions for sales charges. Aggregate (not annualized) total
return is shown for any period shorter than a year.
See accompanying Notes to Financial Statements.
</FN>
20
<PAGE>
<PAGE>
<CAPTION>
Ratios
------------------------------------------
Ratio of Ratio of Net
Net Investment
Net Asset Net Assets Operating Income
Value, End of Expenses (Loss) Portfolio
End of Total Period to Average to Average Turnover
Period Return** (000's) Net Assets Net Assets Rate
- --------- -------- ---------- ---------- ------------ --------
<S> <C> <C> <C> <C> <C>
$ 15.49 19.75% $161,693 1.88%(1) 0.77%(1) 76%
$ 14.16 8.37% $148,044 1.92%(2) 0.05%(2) 70%
$ 13.54 19.72% $135,616 1.76%(2) 0.04%(2) 46%
$ 12.30 9.33% $111,207 1.76%(2) 0.72%(2) 62%
$ 11.25 7.72% $ 46,937 2.09% (0.27)% 41%
$ 15.30 19.12% $ 16,980 2.47%(1) 0.16%(1) 76%
$ 14.07 7.84% $ 10,268 2.50%(2) (0.44)%(2) 70%
$ 13.52 (1.67)% $ 1,676 2.26%(2,5) (0.76)%(2,5) 46%
$ 15.26 18.90% $ 4,373 2.60%(1) 0.03%(1) 76%
$ 14.06 7.77% $ 2,415 2.66%(2) (0.59)%(2) 70%
$ 13.52 (1.67)% $ 244 2.26(2,5) (0.69)%(2,5) 46%
</TABLE>
Appendix A
DESCRIPTION OF RATINGS
Bond Ratings
- - Moody's Investors Service, Inc.
Aaa: Bonds which are rated "Aaa" are judged to be the best quality
and to carry the smallest degree of investment risk. Interest
payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective
elements are likely to change, the changes that can be expected are
most unlikely to impair the fundamentally strong position of such
issues.
Aa: Bonds which are rated "Aa" are judged to be of high quality by
all standards. Together with the "Aaa" group, they comprise what
are generally known as "high-grade" bonds. They are rated lower
than the best bonds because margins of protection may not be as
large as with "Aaa" securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than
those of "Aaa" securities.
A: Bonds which are rated "A" possess many favorable investment
attributes and are to be considered as upper-medium grade
obligations. Factors giving security to principal and interest are
considered adequate but elements may be present which suggest a
susceptibility to impairment sometime in the future.
Baa: Bonds which are rated "Baa" are considered medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and have
speculative characteristics as well.
Ba: Bonds which are rated "Ba" are judged to have speculative
elements; their future cannot be considered well-assured. Often
the protection of interest and principal payments may be very
moderate and not well safeguarded during both good and bad times
over the future. Uncertainty of position characterizes bonds in
this class.
B: Bonds which are rated "B" generally lack characteristics of
desirable investment. Assurance of interest and principal payments
or of maintenance of other terms of the contract over any long
period of time may be small.
Caa: Bonds which are rated "Caa" are of poor standing and may be in
default or there may be present elements of danger with respect to
principal or interest.
Ca: Bonds which are rated "Ca" represent obligations which are
speculative in a high degree and are often in default or have other
marked shortcomings.
C: Bonds which are rated "C" can be regarded as having extremely
poor prospects of ever retaining any real investment standing.
- - Standard & Poor's Corporation
AAA: "AAA" is the highest rating assigned to a debt obligation and
indicates an extremely strong capacity to pay principal and
interest.
AA: Bonds rated "AA" also qualify as high quality debt obligations.
Capacity to pay principal and interest is very strong, and in the
majority of instances they differ from "AAA" issues only in small
degree.
A: Bonds rated "A" have a strong capacity to pay principal and
interest, although they are somewhat more susceptible to adverse
effects of change in circumstances and economic conditions.
BBB: Bonds rated "BBB" are regarded as having an adequate capacity
to pay principal and interest. Whereas they normally exhibit
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
principal and interest for bonds in this category than for bonds in
the "A" category.
BB, B, CCC, CC: Bonds rated "BB," "B," "CCC" and "CC" are regarded,
on balance, as predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in accordance
with the terms of the obligation. "BB" indicates the lowest degree
of speculation and "CC" the highest degree. While such bonds will
likely have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to
adverse conditions.
C, D: Bonds on which no interest is being paid are rated "C."
Bonds rated "D" are in default and payment of interest and/or
repayment of principal is in arrears.
- - Fitch Investors Service, Inc.
AAA Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected
by reasonably foreseeable events.
AA Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated "AAA."
Because bonds rated in the "AAA" and "AA" categories are not
significantly vulnerable to foreseeable future developments, short-
term debt of these issuers is generally rated "F-1+."
A Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal
is considered to be strong, but may be more vulnerable to adverse
changes in economic conditions and circumstances than bonds with
higher ratings.
BBB Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in
economic conditions and circumstances, however, are more likely to
have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher
ratings.
BB Bonds are considered speculative. The obligor's ability to pay
interest and repay principal may be affected over time by adverse
economic changes. However, business and financial alternatives can
be identified which could assist the obligor in satisfying its debt
service requirements.
B Bonds are considered highly speculative. While bonds in this
class are currently meeting debt service requirements, the
probability of continued timely payment of principal and interest
reflects the obligor's limited margin of safety and the need for
reasonable business and economic activity through the life of the
issue.
CCC Bonds have certain identifiable characteristics which, if not
remedied, may lead to default. The ability to meet obligations
requires an advantageous business and economic environment.
CC Bonds are minimally protected. Default in payment of interest
and/or principal seems probable over time.
C Bonds are in imminent default in payment of interest or
principal.
DDD, DD, and D Bonds are in default on interest and/or principal
payments. Such bonds are extremely speculative and should be
valued on the basis of their ultimate recovery value in liquidation
or reorganization of the obligor. "DDD" represents the highest
potential for recovery of these bonds, and "D" represents the
lowest potential for recovery.
Plus (+) Minus (-) Plus and minus signs are used with a rating
symbol to indicate the relative position of a credit within the
rating category. Plus and minus signs, however, are not used in
the "DDD," "DD," or "D" categories.
Short-Term Debt Ratings.
- - Moody's Investors Service, Inc. The following rating
designations for commercial paper (defined by Moody's as promissory
obligations not having original maturity in excess of nine months),
are judged by Moody's to be investment grade, and indicate the
relative repayment capacity of rated issuers:
Prime-1: Superior capacity for repayment. Capacity will normally
be evidenced by the following characteristics: (a) leveling market
positions in well-established industries; (b) high rates of return
on funds employed; (c) conservative capitalization structures with
moderate reliance on debt and ample asset protection; (d) broad
margins in earning coverage of fixed financial charges and high
internal cash generation; and (e) well established access to a
range of financial markets and assured sources of alternate
liquidity.
Prime-2: Strong capacity for repayment. This will normally be
evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound,
will be more subject to variation. Capitalization characteristics,
while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.
Moody's ratings for state and municipal short-term obligations are
designated "Moody's Investment Grade" ("MIG"). Short-term notes
which have demand features may also be designated as "VMIG". These
rating categories are as follows:
MIG1/VMIG1: Best quality. There is present strong protection by
established cash flows, superior liquidity support or demonstrated
broadbased access to the market for refinancing.
MIG2/VMIG2: High quality. Margins of protection are ample
although not so large as in the preceding group.
- - Standard & Poor's Corporation ("S&P"): The following ratings by
S&P for commercial paper (defined by S&P as debt having an original
maturity of no more than 365 days) assess the likelihood of
payment:
A-1: Strong capacity for timely payment. Those issues determined
to possess extremely strong safety characteristics are denoted with
a plus sign (+) designation.
A-2: Satisfactory capacity for timely payment. However, the
relative degree of safety is not as high as for issues designated
"A-1".
S&P's ratings for Municipal Notes due in three years or less are:
SP-1: Very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming safety
characteristics will be given a plus (+) designation.
SP-2: Satisfactory capacity to pay principal and interest.
S&P assigns "dual ratings" to all municipal debt issues that have
a demand or double feature as part of their provisions. The first
rating addresses the likelihood of repayment of principal and
interest as due, and the second rating addresses only the demand
feature. With short-term demand debt, S&P's note rating
symbols are used with the commercial paper symbols (for
example, "SP-1+/A-1+").
- - Fitch Investors Service, Inc. Fitch assigns the following short-
term ratings to debt obligations that are payable on demand or have
original maturities of generally up to three years, including
commercial paper, certificates of deposit, medium-term notes, and
municipal and investment notes:
F-1+: Exceptionally strong credit quality; the strongest degree of
assurance for timely payment.
F-1: Very strong credit quality; assurance of timely payment is
only slightly less in degree than issues rated "F-1+".
F-2: Good credit quality; satisfactory degree of assurance for
timely payment, but the margin of safety is not as great as for
issues assigned "F-1+" or "F-1" ratings.
- - Duff & Phelps, Inc. The following ratings are for commercial
paper (defined by Duff & Phelps as obligations with maturities,
when issued, of under one year), asset-backed commercial paper, and
certificates of deposit (the ratings cover all obligations of the
institution with maturities, when issued, of under one year,
including bankers' acceptance and letters of credit):
Duff 1+: Highest certainty of timely payment. Short-term
liquidity, including internal operating factors and/or access to
alternative sources of funds, is outstanding, and safety is just
below risk-free U.S. Treasury short-term obligations.
Duff 1: Very high certainty of timely payment. Liquidity factors
are excellent and supported by good fundamental protection factors.
Risk factors are minor.
Duff 1-: High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection factors. Risk
factors are very small.
Duff 2: Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding needs may
enlarge total financing requirements, access to capital markets is
good. Risk factors are small.
- - IBCA Limited or its affiliate IBCA Inc. Short-term ratings,
including commercial paper (with maturities up to 12 months), are
as follows:
A1+: Obligations supported by the highest capacity for timely
repayment.
A1: Obligations supported by a very strong capacity for timely
repayment.
A2: Obligations supported by a strong capacity for timely
repayment, although such capacity may be susceptible to adverse
changes in business, economic, or financial conditions.
- - Thomson BankWatch, Inc. The following short-term ratings apply
to commercial paper, certificates of deposit, unsecured notes, and
other securities having a maturity of one year or less.
TBW-1: The highest category; indicates the degree of safety
regarding timely repayment of principal and interest is very
strong.
TBW-2: The second highest rating category; while the degree of
safety regarding timely repayment of principal and interest is
strong, the relative degree of safety is not as high as for issues
rated "TBW-1".
<PAGE>
Appendix B
Corporate Industry Classifications
Aerospace/Defense
Air Transportation
Auto Parts Distribution
Automotive
Bank Holding Companies
Banks
Beverages
Broadcasting
Broker-Dealers
Building Materials
Cable Television
Chemicals
Commercial Finance
Computer Hardware
Computer Software
Conglomerates
Consumer Finance
Containers
Convenience Stores
Department Stores
Diversified Financial
Diversified Media
Drug Stores
Drug Wholesalers
Durable Household Goods
Education
Electric Utilities
Electrical Equipment
Electronics
Energy Services & Producers
Entertainment/Film
Environmental
Food
Gas Utilities
Gold
Health Care/Drugs
Health Care/Supplies & Services
Homebuilders/Real Estate
Hotel/Gaming
Industrial Services
Insurance
Leasing & Factoring
Leisure
Manufacturing
Metals/Mining
Nondurable Household Goods
Oil - Integrated
Paper
Publishing/Printing
Railroads
Restaurants
Savings & Loans
Shipping
Special Purpose Financial
Specialty Retailing
Steel
Supermarkets
Telecommunications - Technology
Telephone - Utility
Textile/Apparel
Tobacco
Toys
Trucking
Oppenheimer Quest Global Value Fund, Inc.
Two World Trade Center
New York, NY 10048-0203
1-800-525-7048
Investment Adviser
OppenheimerFunds, Inc.
Two World Trade Center
New York, New York 10048-0203
Sub-Adviser
OpCap Advisors
One World Financial Center
New York, New York 10281
Distributor
OppenheimerFunds Distributor, Inc.
Two World Trade Center
New York, New York 10048-0203
Transfer Agent
Oppenheimer Shareholder Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048
Custodian of Portfolio Securities
State Street Bank and Trust Company
P.O. Box 8505
Boston, Massachusetts 02266-8505
Independent Accountants
Price Waterhouse LLP
950 Seventeenth Street
Denver, Colorado 80202
Legal Counsel
Gordon Altman Butowsky Weitzen
Shalov & Wein
114 West 47th Street
New York, New York 10036
<PAGE>
Part C
Other Information
Item 24. Financial Statements and Exhibits
- ------- ---------------------------------
(a) Financial Statements:
--------------------
Included in the Prospectus:
Financial Highlights
Included in Part B:
Audited Financials: Schedule of
Investments, Statement of Assets and Liabilities, Statement of Operations,
Statement of Changes in Net Assets for the fiscal years ended November 30,
1995, Notes to Financial Statements, Financial Highlights, and Independent
Auditors' Report for the fiscal year ended November 30, 1995.
Included in Part C:
None
(b) Exhibits:
--------
(1) Articles of Incorporation: Previously
filed as Exhibit 1 to the original Registration Statement on Form N-1A
filed on May 4, 1990, and refiled herewith pursuant to Item 102 of
Regulation S-T.
(2) By Laws: Previously filed as Exhibit
2 to the original Registration Statement on Form N-1A filed on May 4,
1990, and refiled herewith pursuant to Item 102 of Regulation S-T.
(3) Not Applicable.
(4) (i)Specimen Class A Share
Certificate: Filed herewith.
(ii) Specimen Class B Share
Certificate: Filed herewith.
(iii) Specimen Class C Share
Certificate: Filed herewith.
(5) (a) Investment Advisory Agreement: Filed
herewith.
(b) Subadvisory Agreement: Filed
herewith
(c) Administration Agreement: Filed
herewith
(6) (a) General Distributor's Agreement:
Filed herewith.
(b) (1)Form of Dealer Agreement of
Oppenheimer Funds Distributor, Inc.: Filed with Post-Effective Amendment
No. 14 of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850),
9/30/94, and incorporated herein by reference.
(2) Form of Oppenheimer Funds
Distributor, Inc. Broker Agreement: Filed with Post-Effective Amendment
No. 14 of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850),
9/30/94, and incorporated herein by reference.
(3) Form of Oppenheimer Funds
Distributor, Inc. Agency Agreement: Filed with Post-Effective Amendment
No. 14 of Oppenheimer Main Street Funds, Inc. (Reg. No. 33-17850),
9/30/94, and incorporated herein by reference.
(4) Broker Agreement between Oppenheimer
Funds Distributor, Inc. and Newbridge Securities dated 10/1/86: Previously
filed with Post-Effective Amendment No. 25 of Oppenheimer Special Fund
(Reg. No. 2-45272), 11/1/86, refiled with Post-Effective Amendment No. 45
of Oppenheimer Special Fund (Reg. No. 2-45272), 8/22/94, pursuant to Item
102 of Regulation S-T, and incorporated herein by reference.
(7) Not Applicable.
(8) Custody Agreement: Incorporated by
reference to the Registration Statement on Form N-14 filed with the SEC
on July 19, 1991, File No. 33-41819.
(9) Not Applicable.
(10) Opinion and consent of counsel as
to the legality of the securities being registered, indicating whether
they will when sold be legally issued, fully paid and non-assessable:
Incorporated by reference to the REgistration Statement on Form N-14 filed
with the SEC on July 19, 1991, File No. 33-41819.
(11) Consent of Independent Accountants:
Filed herewith.
(12) Not Applicable.
(13) Initial Capital Agreement:
Incorporated by reference to the Registration Statement on Form N-14 filed
with the SEC on July 19, 1991, File No. 33-41819.
(14) (i) Form of Individual Retirement Account
Trust Agreement: Filed as Exhibit 14 of Post-Effective Amendment No. 21
of Oppenheimer U.S. Government Trust (Reg. No. 2-76645), 8/25/93, and
incorporated herein by reference.
(ii) Form of prototype Standardized and
Non-Standardized Profit-Sharing Plan and Money Purchase Pension Plan for
self-employed persons and corporations: Filed with Post-Effective
Amendment No. 3 of Oppenheimer Global Growth & Income Fund (File No. 33-
33799), 1/31/92, and refiled with Post-Effective Amendment No. 7 to the
Registration
Statement of Oppenheimer Global Growth & Income Fund (Reg. No. 33-
33799), 12/1/94, pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(iii) Form of Tax-Sheltered Retirement
Plan and Custody Agreement for employees of public schools and tax-exempt
organizations: Filed with Post-Effective Amendment No. 47 to the
Registration Statement of Oppenheimer Growth Fund (Reg. No. 2-45272),
10/21/94, and incorporated herein by reference.
(iv) Form of Simplified Employee Pension
IRA: Filed with Post-Effective Amendment No. 42 to the Registration
Statement of Oppenheimer Equity Income Fund (Reg. No. 2-33043), 10/28/94,
and incorporated herein by reference.
(v) Form of SAR-SEP Simplified Employee
Pension IRA: Filed with Post-Effective Amendment No. 15 to the
Registration Statement of Oppenheimer Mortgage Income Fund, (File No. 33-
6614), 2/20/94, and incorporated herein by reference.
(vi) Form of Prototype 401(k) plan: Filed
with Post-Effective Amendment No. 7 to the Registration Statement of
Oppenheimer Strategic Income & Growth Fund (33-47378), 9/28/95, and
incorporated herein by reference.
(15) (a) Amended and Restated Distribution and
Service Plan and Agreement with respect to Class A shares: Filed
herewith.
(b) Amended and Restated Distribution and
Service Plan and Agreement in respect of Class B shares: Filed herewith.
(c) Amended and Restated Distribution and
Service Plan and Agreement with respect to Class C shares: Filed
herewith.
(16) Performance Computation Schedule: Filed
herewith.
(17) (1) Financial Data Schedule for Class A
shares: Filed herewith.
(2) Financial Data Schedule for Class B
shares: Filed herewith.
(3) Financial Data Schedule for Class C
shares: Filed herewith.
(18) Oppenheimer Funds Multiple Class
Plan under Rule 18f-3 dated 10/24/95; Filed with Post-Effective Amendment
No. 12 to the Registration Statement of Oppenheimer California Tax-Exempt
Fund (33-23566), 11/1/95, and incorporated herein by reference.
-- Powers of Attorney and Certified Board
Resolutions signed by Registrant's Trustees: Filed with Post-Effective
Amendment No. 17 to Registrant's Registration Statement, 11/24/95 and
incorporated herein by reference.
Item 25. Persons Controlled by or Under Common
Control with Registrant
- ------- ----------------------------------------
- ---------------------
No person is presently controlled by or under common control with
Registrant.
Item 26. Number of Holders of Securities
- ------- -------------------------------
Number of Record
Holders as of
Title of Class February 26, 1996
- -------------- -----------------
Shares of Beneficial Interest
Class A 4,633
Class B 2,222
Class C 669
Item 27. Indemnification
- ------- ---------------
Reference is made to the provisions of Article SEVENTH of
Registrant's Articles of Incorporation filed as Exhibit 24(b)(1) to this
Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing provisions
or otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
Item 28. Business and Other Connections of
Investment Adviser
- -------- ----------------------------------------
- ------------
(a)(i) OppenheimerFunds, Inc. is the investment
adviser of the Registrant; it and certain subsidiaries and affiliates act
in the same capacity to other registered investment companies as described
in Parts A and B hereof and listed in Item 28(b) below.
(a)(ii) OpCap Advisors serves as the sub-adviser
to the Registrant, Oppenheimer Quest for Value Funds and Oppenheimer Quest
Value Fund, Inc. The directors and executive officers of OpCap Advisors,
their positions and their other business affiliations and business
experience for the past two years are listed in Item 28(b) below.
(b) There is set forth below information as
to any other business, profession, vocation or employment of a substantial
nature in which each officer and director of OppenheimerFunds, Inc. is,
or at any time during the past two fiscal years has been, engaged for
his/her own account or in the capacity of director, officer, employee,
partner or trustee.
Name & Current Position Other Business and Connections with
OppenheimerFunds, Inc. During the Past Two Years
- --------------------------- -------------------------------
Lawrence Apolito,
Vice President None.
Victor Babin,
Senior Vice President None.
Robert J. Bishop,
Assistant Vice President Treasurer of the Oppenheimer Funds
(listed below); previously a Fund
Controller for OppenheimerFunds,
Inc. (the "Manager").
Bruce Bartlett,
Vice President Vice President and Portfolio
Manager of Oppenheimer Total Return
Fund, Inc., Oppenheimer Main Street
Funds, Inc. and Oppenheimer
Variable Account Funds; formerly a
Vice President and Senior Portfolio
Manager at First of America
Investment Corp.
George Bowen,
Senior Vice President & Treasurer Treasurer of the New York-based
Oppenheimer Funds; Vice President,
Secretary and Treasurer of the
Denver-based Oppenheimer Funds.
Vice President and Treasurer of
OppenheimerFunds Distributor, Inc.
(the "Distributor") and HarbourView
Asset Management Corporation
("HarbourView"), an investment
adviser subsidiary of the Manager;
Senior Vice President, Treasurer,
Assistant Secretary and a director
of Centennial Asset Management
Corporation ("Centennial"), an
investment adviser subsidiary of
the Manager; Vice President,
Treasurer and Secretary of
Shareholder Services, Inc. ("SSI")
and Shareholder Financial Services,
Inc. ("SFSI"), transfer agent
subsidiaries of the Manager;
President, Treasurer and Director
of Centennial Capital Corporation;
Vice President and Treasurer of
Main Street Advisers.
Michael A. Carbuto,
Vice President Vice President and Portfolio
Manager of Centennial California
Tax Exempt Trust, Centennial New
York Tax Exempt Trust and
Centennial Tax Exempt Trust; Vice
President of Centennial.
William Colbourne,
Assistant Vice President Formerly, Director of Alternative
Staffing Resources, and Vice
President of Human Resources,
American Cancer Society.
Lynn Coluccy,
Vice President Formerly Vice President / Director
of Internal Audit of the Manager.
O. Leonard Darling,
Executive Vice President Formerly Co-Director of Fixed
Income for State Street Research &
Management Co.
Robert A. Densen,
Senior Vice President None.
Robert Doll, Jr.,
Executive Vice President Vice President and Portfolio
Manager of Oppenheimer Growth Fund,
Oppenheimer Variable Account Funds;
Senior Vice President and Portfolio
Manager of Oppenheimer Strategic
Income & Growth Fund; Vice
President of Oppenheimer Quest
Value Fund, Inc., Oppenheimer Quest
Officers Value Fund, Oppen-heimer
Quest For Value Funds and
Oppenheimer Quest Global Value
Fund, Inc.
John Doney,
Vice President Vice President and Portfolio
Manager of Oppenheimer Equity
Income Fund.
Andrew J. Donohue,
Executive Vice President
& General Counsel Secretary of the New York-
basedOppenheimer Funds; Vice
President of the Denver-based
Oppenheimer Funds; Executive Vice
President, Director and General
Counsel of the Distributor;
President and a director of
Centennial, formerly Senior Vice
President and Associate General
Counsel of the Manager and the
Distributor.
George Evans,
Vice President Vice President and Portfolio
Manager of Oppenheimer Global
Emerging Growth Fund.
Scott Farrar,
Assistant Vice President Assistant Treasurer of the
Oppenheimer Funds; previously a
Fund Controller for the Manager.
Katherine P. Feld,
Vice President and Secretary Vice President and Secretary of
OppenheimerFunds Distributor, Inc.;
Secretary of HarbourView, Main
Street Advisers, Inc. and
Centennial; Secretary, Vice
President and Director of
Centennial Capital Corp.
Ronald H. Fielding,
Senior Vice President Chairman of the Board and Director
of Rochester Fund Distributors,
Inc. ("RFD"); President and
Director of Fielding Management
Company, Inc. ("FMC"); President
and Director of Rochester Capital
Advisors, Inc. ("RCAI"); President
and Director of Rochester Fund
Services, Inc. ("RFS"); President
and Director of Rochester Tax
Managed Fund, Inc.; Vice President
and Portfolio Manager of Rochester
Fund Municipals and Rochester
Portfolio Series - Limited Term New
York Municipal Fund.
Jon S. Fossel,
Chairman of the Board and Director Director of Oppenheimer Acquisition
Corp. ("OAC"), the Manager's parent
holding company; President, CEO and
a director of HarbourView; a
director of SSI and SFSI;
President, Director, Trustee, and
Managing General Partner of the
Denver-based Oppenheimer Funds;
President and Chairman of the Board
of Main Street Advisers, Inc.;
formerly Chief Executive Officer of
the Manager.
Robert G. Galli,
Vice Chairman Trustee of the New York-based
Oppenheimer Funds; Vice President
and Counsel of OAC; formerly he
held the following positions: a
director of the Distributor, Vice
President and a director of
HarbourView and Centennial, a
director of SFSI and SSI, an
officer of other Oppenheimer Funds
and Executive Vice President &
General Counsel of the Manager and
the Distributor.
Linda Gardner,
Assistant Vice President None.
Ginger Gonzalez,
Vice President Formerly 1st Vice President /
Director of Creative Services for
Shearson Lehman Brothers.
Mildred Gottlieb,
Assistant Vice President Formerly served as a Strategy
Consultant for the Private Client
Division of Merrill Lynch.
Dorothy Grunwager, None.
Assistant Vice President
Caryn Halbrecht,
Vice President Vice President and Portfolio
Manager of Oppenheimer Insured Tax-
Exempt Fund and Oppenheimer
Intermediate Tax Exempt Fund; an
officer of other Oppenheimer Funds;
formerly Vice President of Fixed
Income Portfolio Management at
Bankers Trust.
Barbara Hennigar,
President and Chief Executive
Officer of OppenheimerFunds
Services, a division of the Manager President and Director of SFSI.
Alan Hoden,
Vice President None.
Merryl Hoffman,
Vice President None.
Scott T. Huebl,
Assistant Vice President None.
Jane Ingalls,
Assistant Vice President Formerly a Senior Associate with
Robinson, Lake/Sawyer Miller.
Bennett Inkeles,
Assistant Vice President Formerly employed by Doremus &
Company, an advertising agency.
Frank Jennings,
Vice President Portfolio Manager of Oppenheimer
Global Growth & Income Fund.
Formerly a Managing Director of
Global Equities at Paine Webber's
Mitchell Hutchins division.
Stephen Jobe,
Vice President None.
Heidi Kagan,
Assistant Vice President None.
Avram Kornberg,
Vice President Formerly a Vice President with
Bankers Trust.
Paul LaRocco,
Assistant Vice President Portfolio Manager of Oppenheimer
Variable Account Funds and
Oppenheimer Variable Account Funds;
Associate Portfolio Manager of
Oppenheimer Discovery Fund.
Formerly a Securities Analyst for
Columbus Circle Investors.
Mitchell J. Lindauer,
Vice President None.
Loretta McCarthy,
Senior Vice President None.
Bridget Macaskill,
President, Chief Executive Officer
and Director President, Director and Trustee of
the Oppenheimer Funds; President
and a Director of OAC, HarbourView
and Oppenheimer Partnership
Holdings, Inc.; Director of Main
Street Advisers, Inc.; and Chairman
of SSI.
Sally Marzouk,
Vice President None.
Marilyn Miller,
Vice President Formerly a Director of marketing
for TransAmerica Fund Management
Company.
Robert J. Milnamow,
Vice President Vice President and Portfolio
Manager of Oppenheimer Main Street
Funds, Inc. Formerly a Portfolio
Manager with Phoenix Securities
Group.
Denis R. Molleur,
Vice President None.
Kenneth Nadler,
Vice President None.
David Negri,
Vice President Vice President and Portfolio
Manager of Oppenheimer Variable
Account Funds, Oppenheimer Asset
Allocation Fund, Oppenheimer
Strategic Income Fund, Oppenheimer
Strategic Income & Growth Fund; an
officer of other Oppenheimer Funds.
Barbara Niederbrach,
Assistant Vice President None.
Stuart Novek,
Vice President Formerly a Director Account
Supervisor for J. Walter Thompson.
Robert A. Nowaczyk,
Vice President None.
Robert E. Patterson,
Senior Vice President Vice President and Portfolio
Manager of Oppenheimer Main Street
Funds, Inc., Oppenheimer Multi-
State Tax-Exempt Trust, Oppenheimer
Tax-Exempt Fund, Oppenheimer
California Tax-Exempt Fund,
Oppenheimer New York Tax-Exempt
Fund and Oppenheimer Tax-Free Bond
Fund; Vice President of The New
York Tax-Exempt Income Fund, Inc.;
Vice President of Oppenheimer
Multi-Sector Income Trust.
Tilghman G. Pitts III,
Executive Vice President
and Director Chairman and Director of the
Distributor.
Jane Putnam,
Vice President Associate Portfolio Manager of
Oppenheimer Growth Fund; Vice
President and Portfolio Manager of
Oppenheimer Target Fund and
Oppenheimer Variable Account Funds.
Formerly Senior Investment Officer
and Portfolio Manager with Chemical
Bank.
Russell Read,
Vice President Formerly an International Finance
Consultant for Dow Chemical.
Thomas Reedy,
Vice President Vice President of Oppenheimer
Multi-Sector Income Trust and
Oppenheimer Multi-Government Trust;
an officer of other Oppenheimer
Funds; formerly a Securities
Analyst for the Manager.
David Robertson,
Vice President None.
Adam Rochlin,
Assistant Vice President Formerly a Product Manager for
Metropolitan Life Insurance
Company.
Michael S. Rosen
Vice President Vice President of RFS; President
and Director of RFD; Vice President
and Director of FMC; Vice President
and director of RCAI; General
Partner of RCA; Vice President and
Director of Rochester Tax Managed
Fund Inc.; Vice President and
Portfolio Manager of Rochester Fund
Series - The Bond Fund For Growth.
David Rosenberg,
Vice President Vice President and Portfolio
Manager of Oppenheimer Limited-Term
Government Fund, Oppenheimer U.S.
Government Trust and Oppenheimer
Integrity Funds. Formerly Vice
President and Senior Portfolio
Manager for Delaware Investment
Advisors.
Richard H. Rubinstein,
Vice President Vice President and Portfolio
Manager of Oppenheimer Asset
Allocation Fund, Oppenheimer Fund
and Oppenheimer Variable Account
Funds; an officer of other
Oppenheimer Funds; formerly Vice
President and Portfolio
Manager/Security Analyst for
Oppenheimer Capital Corp., an
investment adviser.
Lawrence Rudnick,
Vice President Formerly Vice President of Dollar
Dry Dock Bank.
James Ruff,
Executive Vice President None.
Ellen Schoenfeld,
Assistant Vice President None.
Diane Sobin,
Vice President Vice President and Portfolio
Manager of Oppenheimer Gold &
Special Minerals Fund, Oppenheimer
Total Return Fund, Inc. Oppenheimer
Main Street Funds, Inc. and
Oppenheimer Variable Account Funds;
formerly a Vice President and
Senior Portfolio Manager for Dean
Witter InterCapital, Inc.
Nancy Sperte,
Senior Vice President None.
Donald W. Spiro,
Chairman Emeritus and Director Trustee of the New York-based
Oppenheimer Funds; formerly
Chairman of the Manager and the
Distributor.
Arthur Steinmetz,
Senior Vice President Vice President and Portfolio
Manager of Oppenheimer Strategic
Income Fund, Oppenheimer Strategic
Income & Growth Fund; an officer of
other Oppenheimer Funds.
Ralph Stellmacher,
Senior Vice President Vice President and Portfolio
Manager of Oppenheimer Champion
Income Fund and Oppenheimer High
Yield Fund; an officer of other
Oppenheimer Funds.
John Stoma,
Vice President Formerly Vice President of Pension
Marketing with Manulife Financial.
James C. Swain,
Vice Chairman of the Board Chairman, CEO and Trustee, Director
or Managing Partner of the Denver-
based Oppenheimer Funds; President
and a Director
of Centennial; formerly President
and Director of OAMC, and Chairman
of the Board of SSI.
James Tobin,
Vice President None.
Jay Tracey,
Vice President Vice President of the Manager; Vice
President and Portfolio Manager of
Oppenheimer Discovery Fund
Oppenheimer Global Emerging Growth
Fund and Oppenheimer Enterprise
Fund. Formerly Managing Director
of Buckingham Capital Management.
Gary Tyc,
Vice President, Assistant
Secretary and Assistant Treasurer Assistant Treasurer of the
Distributor and SFSI.
Jeffrey Van Giesen,
Vice President Formerly employed by Kidder Peabody
Asset Management.
Ashwin Vasan,
Vice President Vice President and Portfolio
Manager of Oppenheimer Multi-Sector
Income Trust, Oppenheimer Multi-
Government Trust and Oppenheimer
International Bond Fund; an officer
of other Oppenheimer Funds.
Valerie Victorson,
Vice President None.
Dorothy Warmack,
Vice President Vice President and Portfolio
Manager of Daily Cash Accumulation
Fund, Inc., Oppenheimer Cash
Reserves, Centennial America Fund,
L.P., Centennial Government Trust
and Centennial Money Market Trust;
Vice President of Centennial.
Christine Wells,
Vice President None.
William L. Wilby,
Senior Vice President Vice President and Portfolio
Manager of Oppenheimer Variable
Account Funds, Oppenheimer Global
Fund and Oppenheimer Global Growth
& Income Fund; Vice President of
HarbourView; an officer of other
Oppenheimer Funds.
Susan Wilson-Perez,
Vice President None.
Carol Wolf,
Vice President Vice President and Portfolio
Manager of Oppenheimer Money Market
Fund, Inc., Centennial America
Fund, L.P., Centennial Government
Trust, Centennial Money Market
Trust and Daily Cash Accumulation
Fund, Inc.; Vice President of
Oppenheimer Multi-Sector Income
Trust; Vice President of
Centennial.
Robert G. Zack,
Senior Vice President and
Assistant Secretary Associate General Counsel of the
Manager; Assistant Secretary of the
Oppenheimer Funds; Assistant
Secretary of SSI, SFSI; an officer
of other Oppenheimer Funds.
Eva A. Zeff,
Assistant Vice President An officer of certain Oppenheimer
Funds; formerly a Securities
Analyst for the Manager.
Arthur J. Zimmer,
Vice President Vice President and Portfolio
Manager of Oppenheimer Variable
Account Funds, Centennial America
Fund, L.P., Centennial Government
Trust, Centennial Money Market
Trust and Daily Cash Accumulation
Fund, Inc.; Vice President of
Oppenheimer Multi-Sector Income
Trust; Vice President of
Centennial; an officer of other
Oppenheimer Funds.
The Oppenheimer Funds include the New York-based Oppenheimer Funds and
the Denver-based Oppenheimer Funds and the Rochester-based Oppenheimer
Funds set forth below:
New York-based Oppenheimer Funds
- --------------------------------
Oppenheimer Asset Allocation Fund
Oppenheimer California Tax-Exempt Fund
Oppenheimer Discovery Fund
Oppenheimer Enterprise Fund
Oppenheimer Global Emerging Growth Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-Government Trust
Oppenheimer Multi-Sector Income Trust
Oppenheimer Multi-State Tax-Exempt Trust
Oppenheimer New York Tax-Exempt Fund
Oppenheimer Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest for Value Funds
Oppenheimer Target Fund
Oppenheimer Tax-Free Bond Fund
Oppenheimer U.S. Government Trust
Denver-based Oppenheimer Funds
- ------------------------------
Oppenheimer Cash Reserves
Centennial America Fund, L.P.
Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Daily Cash Accumulation Fund, Inc.
The New York Tax-Exempt Income Fund, Inc.
Oppenheimer Champion Income Fund
Oppenheimer Equity Income Fund
Oppenheimer High Yield Fund
Oppenheimer Integrity Funds
Oppenheimer International Bond Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Main Street Funds, Inc.
Oppenheimer Strategic Funds Trust
Oppenheimer Strategic Income & Growth Fund
Oppenheimer Tax-Exempt Fund
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds
Rochester-based Funds
- ---------------------
Rochester Fund Municipals
Rochester Fund Series - The Bond Fund For
Growth
Rochester Portfolio Series - Limited Term
New York Municipal Fund
The address of OppenheimerFunds, Inc., the New York-based
Oppenheimer Funds, OppenheimerFunds Distributor, Inc., HarbourView Asset
Management Corp., Oppenheimer Partnership Holdings, Inc., and Oppenheimer
Acquisition Corp. is Two World Trade Center, New York, New York 10048-
0203.
The address of the Denver-based Oppenheimer Funds, Shareholder
Financial Services, Inc., Shareholder Services, Inc., OppenheimerFunds
Services, Centennial Asset Management Corporation, Centennial Capital
Corp., and Main Street Advisers, Inc. is 3410 South Galena Street, Denver,
Colorado 80231.
The address of the Rochester-based funds is 350 Linden Oaks,
Rochester, New York 14625-2807.
Name & Current Position with Other Business and Connections
OpCap Advisors During the Past Two Years
- ------------------------ ----------------------------------
Robert J. Bluestone,
Director of Fixed Income
Management Managing Director of Oppenheimer
Capital; Director of Oppenheimer
Capital Trust Company.
Eugene D. Brody,
Director of Options and
Futures Management Managing Director of Oppenheimer
Capital.
Thomas E. Duggan,
General Counsel & Secretary Managing Director & General Counsel
of Oppenheimer Capital; Assistant
Secretary of Oppenheimer Financial
Corp.
Linda S. Ferrante,
Portfolio Manager Senior Vice President of Oppen-
heimer Capital.
Bernard H. Garil,
President Senior Vice President of Oppen-
heimer Capital and Oppenheimer &
Co., Inc; Director of Oppenheimer
Capital Trust Company.
John Giusio,
Portfolio Manager Vice President of Oppenheimer
Capital.
Richard J. Glasebrook, II,
Portfolio Manager Managing Director of Oppenheimer
Capital.
Colin Glinsman,
Portfolio Manager Senior Vice President of Oppen-
heimer Capital.
Louis Goldstein,
Assistant Portfolio Manager Senior Vice President of Oppen-
heimer Capital.
Matthew Greenwald,
Portfolio Manager Vice President of Oppenheimer
Capital.
Vikki Y. Hanges,
Portfolio Manager Vice President of Oppenheimer
Capital.
Jenny Beth Jones,
Portfolio Manager Senior Vice President of Oppen-
heimer Capital.
Joseph M. LaMotta,
Chairman President of Oppenheimer Capital;
Director & Executive Vice President
of Oppenheimer Financial Corp. and
Oppenheimer Group, Inc.; General
Partner of Oppenheimer & Co., L.P.;
Director of Oppenheimer Capital
Trust Company; Director and
President of Oppenheimer Capital
Limited.
George A. Long,
Director of Research Managing Director of Oppenheimer
Capital.
Elisa A. Mazen,
Portfolio Manager Vice President of Oppenheimer
Capital International Division.
Timothy McCormack,
Portfolio Manager Vice President of Oppenheimer
Capital; formerly Assistant Vice
President of Oppenheimer Capital.
Susan Murphy,
President, Quest Cash
Mgmt. Services President of Quest Cash Management
Services and Oppenheimer Capital
Trust Company; Senior Vice
President of Oppenheimer Capital.
Eileen Rominger,
Portfolio Manager Managing Director of Oppenheimer
Capital.
Sheldon M. Siegel,
Treasurer and Chief Financial
Officer Managing Director/Treasurer/Chief
Financial Officer of Oppenheimer
Capital; Director of Oppenheimer
Capital Trust Company; Treasurer
and Chief Financial Officer of
Oppenheimer Capital Limited.
Bruce E. Ventimiglia,
Chief Operating Officer General Partner of Saratoga Capital
Management; Senior Vice
President/Agent of OCC
Distributors.
Jeffrey Whittington,
Portfolio Manager Senior Vice President of
Oppenheimer Capital.
The address of OpCap Advisors is 200 Liberty Street, New York,
New York 10281.
For information as to the business, profession, vocation or
employment of a substantial nature of the officers and trustees
of Oppenheimer Capital, Oppenheimer Capital Trust Company,
Oppenheimer Capital Financial Corp., Oppenheimer Group, Inc.,
Oppenheimer & Co., L.P. and Oppenheimer Capital Limited,
reference is made to Form ADV filed by OpCap Advisors, under the
Investment Advisers Act of 1940, which are incorporated herein
by reference.
Item 29. Principal Underwriter
- -------- ---------------------
(a) OppenheimerFunds Distributor, Inc. is the Distributor of
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which OppenheimerFunds, Inc.
is the investment adviser, as described in Part A and B of this
Registration Statement and listed in Item 28(b) above.
(b) The directors and officers of the Registrant's principal
underwriter are:
<PAGE>
Positions and
Name & Principal Positions & Offices Offices with
Business Address with Underwriter Registrant
Christopher Blunt Vice President None
6 Baker Avenue
Westport, CT 06880
George Clarence Bowen+ Vice President & Treasurer Vice President
and Treasurer
of the NY-based
Oppenheimer
funds / Vice
President,
Secretary and
Treasurer of
the Denver-
based Oppen-
heimer funds
Julie Bowers Vice President None
21 Dreamwold Road
Scituate, MA 02066
Peter W. Brennan Vice President None
1940 Cotswold Drive
Orlando, FL 32825
Mary Ann Bruce* Senior Vice President - None
Financial Institution Div.
Robert Coli Vice President None
12 Whitetail Lane
Bedminster, NJ 07921
Ronald T. Collins Vice President None
710-3 E. Ponce DeLeon Ave.
Decatur, GA 30030
Bill Coughlin Vice President None
1400 Laurel Avenue
Apt. W710
Minneapolis, MN 55403
Mary Crooks+ Vice President None
Paul Delli-Bovi Vice President None
750 West Broadway
Apt. 5M
Long Beach, NY 11561
Andrew John Donohue* Executive Vice Secretary of
President & Director the New York-
based Oppen-
heimer funds /
Vice President
of the Denver-
based Oppen-
heimer funds
Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753
Kent Elwell Vice President None
41 Craig Place
Cranford, NJ 07016
John Ewalt Vice President None
2301 Overview Dr. NE
Tacoma, WA 98422
Katherine P. Feld* Vice President & Secretary None
Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697
Ronald H. Fielding++ Vice President None
Reed F. Finley Vice President - None
1657 Graefield Financial Institution Div.
Birmingham, MI 48009
Wendy Fishler* Vice President - None
Financial Institution Div.
Wayne Flanagan Vice President - None
36 West Hill Road Financial Institution Div.
Brookline, NH 03033
Ronald R. Foster Senior Vice President - None
11339 Avant Lane Eastern Division Manager
Cincinnati, OH 45249
Patricia Gadecki Vice President None
6026 First Ave. South,
Apt. 10
St. Petersburg, FL 33707
Luiggino Galleto Vice President None
10239 Rougemont Lane
Charlotte, NC 28277
Mark Giles Vice President - None
5506 Bryn Mawr Financial Institution Div.
Dallas, TX 75209
Ralph Grant* Vice President/National None
Sales Manager - Financial
Institution Div.
Sharon Hamilton Vice President None
720 N. Juanita Ave. - #1
Redondo Beach, CA 90277
Carla Jiminez Vice President None
609 Chimney Bluff Drive
Mt. Pleasant, SC 29464
Mark D. Johnson Vice President None
7512 Cromwell Dr. Apt 1
Clayton, MO 63105
Michael Keogh* Vice President None
Richard Klein Vice President None
4011 Queen Avenue South
Minneapolis, MN 55410
Hans Klehmet II Vice President None
26542 Love Lane
Ramona, CA 92065
Ilene Kutno* Assistant Vice President None
Wayne A. LeBlang Senior Vice President - None
23 Fox Trail Director Eastern Div.
Lincolnshire, IL 60069
Dawn Lind Vice President - None
7 Maize Court Financial Institution Div.
Melville, NY 11747
James Loehle Vice President None
30 John Street
Cranford, NJ 07016
Laura Mulhall* Senior Vice President - None
Director of Key Accounts
Charles Murray Vice President None
50 Deerwood Drive
Littleton, CO 80127
Joseph Norton Vice President None
1550 Bryant Street
San Francisco, CA 94103
Patrick Palmer Vice President None
958 Blue Mountain Cr.
West Lake Village, CA 91362
Randall Payne Vice President - None
1307 Wandering Way Dr. Financial Institution Div.
Charlotte, NC 28226
Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672
Charles K. Pettit Vice President None
22 Fall Meadow Dr.
Pittsford, NY 14534
Bill Presutti Vice President None
19 Spinnaker Way
Portsmouth, NH 03801
Tilghman G. Pitts, III* Chairman & Director None
Elaine Puleo* Vice President - None
Financial Institution Div.
Minnie Ra Vice President - None
109 Peach Street Financial Institution Div.
Avenel, NJ 07001
Ian Robertson Vice President None
4204 Summit Wa
Marietta, GA 30066
Robert Romano Vice President None
1512 Fallingbrook Drive
Fishers, IN 46038
Michael S. Rosen++ Vice President None
James Ruff* President None
Timothy Schoeffler Vice President None
3118 N. Military Road
Arlington, VA 22207
Mark Schon Vice President None
10483 E. Corrine Dr.
Scottsdale, AZ 85259
Michael Sciortino Vice President None
785 Beau Chene Dr.
Mandeville, LA 70448
James A. Shaw Vice President - None
5155 West Fair Place Financial Institution Div.
Littleton, CO 80123
Robert Shore Vice President - None
26 Baroness Lane Financial Institution Div.
Laguna Niguel, CA 92677
Peggy Spilker Vice President - None
2017 N. Cleveland, #2 Financial Institution Div.
Chicago, IL 60614
Michael Stenger Vice President None
C/O America Building
30 East Central Pkwy
Suite 1008
Cincinnati, OH 45202
George Sweeney Vice President None
1855 O'Hara Lane
Middletown, PA 17057
Scott McGregor Tatum Vice President None
7123 Cornelia Lane
Dallas, TX 75214
David G. Thomas Vice President - None
111 South Joliet Circle Financial Institution Div.
#304
Aurora, CO 80112
Philip St. John Trimble Vice President None
2213 West Homer
Chicago, IL 60647
Gary Paul Tyc+ Assistant Treasurer None
Mark Stephen Vandehey+ Vice President None
Gregory K. Wilson Vice President None
2 Side Hill Road
Westport, CT 06880
William Harvey Young+ Vice President None
* Two World Trade Center, New York, NY 10048-0203
+ 3410 South Galena St., Denver, CO 80231
++ 350 Linden Oaks, Rochester, NY 14625-2807
(c) Not applicable.
Item 30. Location of Accounts and Records
- -------- --------------------------------
The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940
and rules promulgated thereunder are in the possession of both
OppenheimerFunds, Inc. at its offices at 3410 South Galena Street, Denver,
Colorado 80231 and MassMutual at its offices at 1295 State Street,
Springfield, Massachusetts 01111.
Item 31. Management Services
- ------- -------------------
Not Applicable.
Item 32. Undertakings
- ------- ------------
(a) Registrant hereby undertakes to assist shareholder communication
in accordance with the provisions of Section 16 of the Investment Company
Act of 1940 and to call a meeting of shareholders for the purpose of
voting upon the question of removal of a Trustee or Trustees when
requested in writing to do so by the holders of at least 10% of the
Registrant's outstanding shares of beneficial interest.
(b) Not applicable.
(c) Registrant hereby undertakes to file a post-effective amendment
containing financial statements for any series portfolio of Registrant,
which need not be certified, within four to six months from the effective
date of the registration statement with respect to such portfolio under
the Securities Act of 1933.
(d) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report
to shareholders upon request and without charge, if the information called
for by Item 5A of Form N-1A is contained in the latest annual report to
shareholders.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 11th day of March, 1996.
Oppenheimer Quest Global Value Fund, Inc.
By: /s/ Bridget A. Macaskill*
----------------------------------
Bridget A. Macaskill
Chairman of the Board and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ Bridget A Macaskill* Chairman of the Board, March 11, 1996
- ----------------------- President (Principal
Bridget A. Macaskill Executive Officer) and
Director
/s/ George C. Bowen* Treasurer (Principal March 11, 1996
- ----------------------- Financial and Accounting
Officer)
/s/ Paul Y. Clinton* Director March 11, 1996
- -----------------------
Paul Y. Clinton
/s/ Thomas W. Courtney* Director March 11, 1996
- -----------------------
Thomas W. Courtney
/s/ Lacy B. Herrmann* Director March 11, 1996
- -----------------------
Lacy B. Herrmann
/s/ George Loft* Director March 11, 1996
- -----------------------
George Loft
By:
*/s/ Robert G. Zack
_ _ _ _ _ _ _ _ _ _
Robert G. Zack
Attorney-in-Fact
<PAGE>
Oppenheimer Quest Global Value Fund, Inc.
Registration No. 33-34720
Post-Effective Amendment No. 18
Index to Exhibits
Exhibit
Number Description
- ------- -----------
24(b)(1) Articles of Incorporation
24(b)(2) Bylaws
24(b)(4)(i) Specimen Share Certificate for Class A Shares
24(b)(4)(ii) Specimen Share Certificate for Class B Shares
24(b)(4)(iii) Specimen Share Certificate for Class C Shares
24(b)(5)(a) Investment Advisory Agreement
24(b)(5)(b) Subadvisory Agreement
25(b)(5)(c) Administration Agreement
24(b)(6)(a) General Distributor's Agreements
24(b)(8) Custody Agreement
24(b)(11) Consent of Independent Auditors
24(b)(15)(a) Amended and Restated Distribution and Service Plan and
Agreements for Class A Shares
24(b)(15)(b) Amended and Restated Distribution and Service Plan and
Agreement for Class B shares.
24(b)(15)(c) Amended and Restated Distribution and Service Plan and
Agreement for Class C shares.
24(b)(16) Performance Computation Schedule
24(b)(17)(1) Financial Data Schedule for Class A Shares
24(b)(17)(2) Financial Data Schedule for Class B Shares
24(b)(17)(3) Financial Data Schedule for Class C Shares
ARTICLES OF INCORPORATION
OF
QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
FIRST: The undersigned, Cathleen L. McGlynn, whose address is
c/o Gordon Hurwitz Butowsky Weitzen Shalov & Wein, 101 Park Avenue, New
York, N.Y. 10178, being at least eighteen years of age, as
incorporator, does hereby form a corporation under and by virtue of the
General Laws of the State of Maryland.
SECOND, The name of the corporation (which is hereinafter
called the "Corporation") is:
Quest For Value Global Equity Fund, Inc.
THIRD: (a) The purpose for which and any of which the
Corporation is formed and the business and objects to be carried on and
promoted by it are:
(1) To engage generally in the business of investing,
reinvesting, owning, holding and trading in securities, as defined in
the Investment Company Act of 1940, as from time to time amended
(hereinafter referred to as the "1940 Act") or repurchase agreements,
to issue redeemable securities, and to engage generally in the business
of an open-end investment company of the management type.
(2) To acquire by purchase, subscription or otherwise,
and to receive, hold, own, guarantee, sell, assign, exchange, transfer,
mortgage, pledge or otherwise dispose of or deal in and with any of the
shares of capital stock, or any voting trust certificates or depository
receipts in respect of the shares of capital stock, scrip, warrants,
rights, options, bonds, debentures, notes, trust receipts, and other
securities, obligations, chooses in action and evidence of indebtedness
or other rights in our interests issued or created by any corporation,
joint stock company, syndicate, association, firm, trust, partnership,
joint venture or person, public or private, or by the government of the
United States of America, or by an foreign government, or by any state,
territory, province, municipality or other political subdivision, or by
any governmental agency, or by any other entity, and to issue in
exchange therefor or in payment thereof its own capital stock, bonds or
other obligations or securities, or otherwise pay therefor in money or
other property; to possess and exercise as owner thereof all the
rights, powers and privileges of ownership including the right to
execute consents and vote thereon, and to do any and all acts and
things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.
(3) To purchase, redeem or otherwise acquire, and to
hold, sell or otherwise dispose of, and to retire and reissue, shares
of its own stock of any class or series and any other securities issued
by it in any manner now or hereafter authorized or permitted by law.
To carry out all or any part of the objects and purposes of
the Corporation and to conduct its business in all or any of its
branches, in any or all states, territories, districts and possessions
of the United States of America and in foreign countries; and to
maintain offices and agencies in any or all states, territories,
districts and possessions of the United States of America and in
foreign countries; provided however that the Corporation shall not do
business in or with any person or group located in South Africa.
(b) the foregoing enumerated purposes and objects shall
be in no way limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other Article of the
Charter of the Corporation, and each shall be regarded as independent;
and they are intended to be and shall be construed as powers as well as
purposes and objects of the Corporation and shall be in addition to and
not in limitation of the general powers of corporations under the
General Laws of the State of Maryland.
FOURTH: The present address of the principal office of the
Corporation in this State is c/o Joseph M. Roulhac, Esq., Smith,
Somerville & Case, 100 Light Street, Baltimore, Maryland 21202.
FIFTH: The name and address of the resident agent of the
Corporation are Joseph M. Roulhac, Esq., Smith, Somerville & Case, 100
Light Street, Baltimore, Maryland 21202. Said resident agent is a
resident of Maryland.
SIXTH: (a) The total number of shares of stock of all
classes which the Corporation initially has authority to issue is One
Hundred Million (100,000,000) shares of capital stock par value One
Cent ($0.01) per share, amounting in the aggregate par value to One
Million Dollars ($1,000,000). All of such shares are classified as
"Common Stock". The Board of Directors may classify and reclassify any
unissued shares of capital stock into one or more additional or other
classes or series as may be established from time to time by setting or
changing in any one or more respects the designations, preferences,
conversion or other rights, voting powers, restrictions, limitations as
to dividends, qualifications or terms or conditions of redemption of
such shares of stock; provided, that the Board of Directors shall not
classify or reclassify any of such shares into any class or series of
stock which is prior to any class or series of stock then outstanding
with respect to rights upon the liquidation, dissolution, or winding up
of the affairs of, or upon any distribution of the general assets of,
the Corporation and provided further that there may be variations so
fixed and determined. Among different series and classes as to
investment objectives, purchase price, right or redemption, special
rights as to dividends, and in liquidation, with respect to assets
belonging to a particular series or class, voting powers, and
conversion rights.
(b) The following is a, description of the preferences, and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of the
outstanding Common Stock of the Corporation (unless provided otherwise
by the Board of Directors).
(1) Assets Belonging to the Common Stock. All
consideration received by the Corporation from the issue or sale of the
Common Stock, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to the Common Stock for all purposes, subject only
to the rights of creditors, and shall be so recorded upon the books of
account of the Corporation. Such consideration, assets, income,
earnings, profits, and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds, in whatever
form the same may be, together with any General items allocated to the
Common Stock as provided in the following sentence, are herein referred
to as "assets belonging to" that Common Stock. Each such allocation by
the Board of Directors shall be conclusive and binding for all
purposes.
(2) Liabilities Belonging to the Common Stock. The
assets belonging to the Common Stock shall be charged with the
liabilities of the Corporation. The liabilities, expenses, costs,
charges and reserves allocated and so charged to the Common Stock are
herein referred to as "liabilities belonging to" that Common Stock.
Each allocation of liabilities, expenses, costs, charges and reserves
by the Board of Directors shall be conclusive and binding for all
purposes.
(3) Income Belonging to the Common Stock. The Board of
Directors shall have full discretion, to the extent not inconsistent
with the Maryland General Corporation Law and the 1940 Act, to
determine which items shall be treated as income and which items as
capital; and each such determination and allocation shall be conclusive
and binding.
Income belonging to the Common Stock includes all
income, earnings and profits derived from assets belonging to that
Common Stock less any expenses, costs, charges or reserves belonging to
that Common Stock, for the relevant time period, all determined in
accordance with generally accepted accounting principles.
(4) Dividends. Dividends shall be paid at least on an
annual basis pursuant to a standing resolution or resolutions adopted
only once or with such frequency as the Board of Directors may
determine, after providing for actual and accrued liabilities belonging
to that class.
All dividends on shares shall be paid only out of the
net investment income of the Corporation and capital gains
distributions on shares realized by the Corporation shall be declared
and paid at least annually. All dividends and distributions on shares
shall be distributed pro rata to the holders of Common Stock in
proportion to the number of shares held by such holders at the date and
time of record established for the payment of such dividends or
distributions, except that in connection with any dividend or
distribution program or procedure, the Board of Directors may determine
that no dividend or distribution shall be payable on shares as to which
the stockholder's purchase order and/or payment have not been received
by the time or times established by the Board of Directors under such
program or procedure.
The Corporation intends to qualify as a "regulated
investment company" under the Internal Revenue Code of 1986, or any
successor or comparable statute thereto, and regulations promulgated
thereunder. Inasmuch as the computation of net income and gains for
Federal income tax purposes may vary from the computation thereof on
the books of the Corporation, the Board of Directors shall have the
power, in its sole discretion, to distribute in any fiscal year was
dividends, including dividends designated in whole or in part as
capital gains distributions, amounts sufficient, in the opinion of the
Board of Directors, to enable the Corporation to qualify as a regulated
investment company and to avoid liability of the Corporation for
Federal income tax in respect of that year. However, nothing in the
foregoing shall limit the authority of the Board of Directors to make
distributions greater than or less than the amount necessary to qualify
as a regulated investment company and to avoid liability of the
Corporation for such tax.
Dividends and distributions may be made in cash,
property or additional shares of the Corporation, as determined by the
Board of Directors or pursuant to any program that the Board of
Directors may have in effect at the time, for the election by each
stockholder of the mode of the making of such dividend or distribution
to that stockholder. Any such dividend or distribution paid in shares
will be paid at the net asset value thereof as defined in subsection
(9) below.
(5) Liquidation. In the event of the liquidation or
dissolution of the Corporation, the stockholders shall be entitled to
receive when and as declared by the Board of Directors, the excess of
the assets belonging to the shares over the liabilities belonging to
the shares. The assets so distributable to the stockholders shall be
distributed among such stockholders in proportion to the number of
shares held by them and recorded on the books of the Corporation.
(6) Voting. On each matter submitted to a vote of the
stockholders, each holder of a share shall be entitled to one vote for
each share standing in his name on the books of the Corporation. There
are no conversion, pre-emptive or other subscription rights.
(7) Redemption at the Shareholder's Option. Each
holder of shares shall have the right at such times as may be permitted
by the Corporation, but no less frequently than once each week, to
require the Corporation to redeem all or any part of his shares at a
redemption price per share equal to the net asset value per share next
determined (in accordance with subsection (9)) after the shares are
properly tendered for redemption upon proper application made by the
registered holder at the office of the Corporation or its agent
designated for such purpose. Shares of stock which are the subject of
a proper application shall be redeemed by the Corporation for an amount
calculated by multiplying the number of such shares by the following
percentage of the current net asset value per share of stock of the
Corporation next determined after receipt of such application at the
office of the Corporation or its designated agent:
(i) 100% if such shares were acquired from the
Corporation upon reinvestment of dividends or
distributions; or
(ii) 100% if such shares were acquired from the
Corporation and held for more than six months; or
(iii) 99% if such shares were acquired from the
Corporation and held for less than six months.
Payment of the redemption price shall be in cash;
provided, however, that if the Board of Directors determines, which
determination shall be conclusive, that conditions exist which make
payment wholly in cash unwise or undesirable, the Corporation may make
payment wholly or partly in securities or other assets belonging to the
shares being redeemed at the value of such securities or assets used in
such determination of net asset value.
Notwithstanding the foregoing, the Corporation may
postpone payment of the redemption price and may suspend the right of
the holders of shares to require the Corporation to redeem shares
during any period or at any time when and to the extent permissible
under the 1940 Act.
(8) Redemption by Corporation. The Board of Directors
may cause the Corporation to redeem at net asset value the shares from
a holder if such redemption is, in the opinion of the Board of
Directors of the Corporation, desirable in order to prevent the
Corporation from being deemed a "personal holding company" within the
meaning of the Internal Revenue Code of 1986, as amended. Upon
redemption of shares pursuant to this subsection, the Corporation shall
promptly cause payment of the full redemption price to be made to the
holder of shares so redeemed.
(9) Net Asset Value Per Share. The net asset value per
share shall be the quotient obtained by dividing the value of the net
asset (being the value of the assets belonging to the shares less the
liabilities) by the total number of shares outstanding, all determined
by the Board of Directors in accordance with generally accepted
accounting principles and not inconsistent with the 1940 Act.
The Board of Directors may determine to maintain the net assets value
per share at a designated constant dollar amount and in connection
therewith may adopt procedures not inconsistent with the 1940 Act for
the continuing declarations of income attributable to the shares as
dividends payable in additional shares at the designated constant
dollar amount and for the handling of any losses attributable to the
shares. Such procedures may provide that in the event of any loss,
each stockholder shall be deemed to have contributed to the capital of
the Corporation attributable to the shares or his pro rata portion of
the total number of shares required to be cancelled in order to permit
the net asset value per share to be maintained, after reflecting such
loss, at the designated constant dollar amount. Each stockholder of
the Corporation shall be deemed to have agreed, by his investment in
the shares to make the contribution referred to in the preceding
sentence in the event of any such loss.
(10) Equality. All shares represent an equal proportionate
interest in the assets belonging to the Common Stock.
(11) Stock Certificates. The Corporation shall not be
obligated to issue certificates representing shares unless the Board of
Directors shall so require.
(12) Transfer Restrictions. If, in the opinion of the Board
of Directors of the Corporation, concentration of ownership of shares
of Common Stock may cause the Corporation to be deemed a personal
holding company within the meaning of the Internal Revenue Code of
1986, as amended, the Corporation may, at any time and from time to
time refuse to give effect on the books of the Corporation to any
transfer or transfers of any share or shares of Common Stock in an
effort to prevent such personal holding company status.
(c) Subject to the foregoing and to the requirements of
the 1940 Act, the power of the Board of Directors to classify and
reclassify any of the shares of capital stock shall include, without
limitation, subject to the provisions of the Charter, authority to
classify or reclassify any unissued shares of such stock into one or
more classes or series of common stock, special stock or other stock,
and to subdivide and resubdivide shares of any class or series into one
or more subclasses or subseries of such class or series, by
determining, fixing, or altering one or more of the following:
(1) The distinctive designation of such class or
series and the number of shares to constitute such class or series;
provided that, unless otherwise prohibited by the terms of such or any
other class or series, the number of shares of any class or series may
be decreased by the Board of Directors in connection with any
classification or reclassification of unissued shares and the number of
shares of such class or series may be increased by the Board of
Directors in connection with any such classification or
reclassification, and any shares of any class or series which have been
redeemed, repurchased, otherwise acquired or converted into shares of
Common Stock or any other class or series shall become part of the
authorized capital stock and be subject to classification and
reclassification as provided in this Section.
(2) Whether or not and, if so, the rates, amounts
and times at which, and the conditions under which, dividends shall be
payable on shares of such class or series, whether any such dividends
shall rank senior or junior to or on a parity with the dividends
payable on any other class or series of stock, and the status of any
such dividends as cumulative, cumulative to a limited extent or non-
cumulative and as participating or non-participating.
(3) Whether or not shares of such class or series
shall have voting rights, in addition to any voting rights provided by
law and, if so, the terms of such voting rights.
(4) Whether or not shares of such class or series
shall have conversion or exchange privileges and, if so, the terms and
conditions thereof, including provision for adjustment of the
conversion or exchange rate in such events or at such times as the
Board of Directors shall determine.
(5) Whether or not shares of such class or series
shall be subject to redemption and, if so, the terms and conditions of
such redemption, including the date or dates upon or after which they
shall be redeemable and the amount per share payable in case of
redemption, which amount may vary under different conditions and at
different redemption dates; and whether or not there shall be any
sinking fund or purchase account in respect thereof, and if so, the
terms thereof.
(6) The rights of the holders of shares of such class
or series upon the liquidation, dissolution or winding up of the
affairs of, or upon any distribution of the assets of, the Corporation,
which rights may vary depending upon whether such litigation,
dissolution or winding up is voluntary or involuntary and, if
voluntary, may vary at different dates, and whether such rights shall
rank senior or junior to or on a parity with such rights of any other
class or series of stock.
(7) Whether or not there shall be any limitations
applicable, while shares or such class or series are outstanding, upon
the payment of dividends or making of distributions on, or the
acquisition of, or the use of moneys for purchase or redemption of, any
stock of the Corporation, or upon any other action of the Corporation,
including action under this Section, and, if so, the terms and
conditions thereof.
(8) Any other preferences, rights, restrictions,
including restrictions on transfer ability, and qualifications of
shares of such class or series, not inconsistent with law and the
Charter of the Corporation.
(d) Unless otherwise prohibited by law, so long as the
Corporation is registered as an open-end investment company under the
1940 Act, the Board of Directors shall have the power and authority,
without the approval of the holders of any outstanding shares, to
increase or decrease the number of shares of capital stock that the
Corporation has authority to issue.
SEVENTH: The number of directors of the Corporation shall be
three, which number may be increased or decreased pursuant to the By-
Laws of the Corporation, but shall never be less than the minimum
number permitted by the General Laws of the State of Maryland now or
hereafter in force. The names of the directors who will serve until
the first annual meeting and until their successors are elected and
qualify are as follows:
Joseph M. LaMotta
Richard M. Reilly
Thomas E. Duggan
EIGHTH: (a). The following provisions are hereby adopted for
the purpose of defining, limiting and regulating the powers of the
Corporation and of the directors and stockholders:
(1) The Board of Directors of the Corporation is hereby
empowered to authorize the issuance from time to time of shares of its
stock, whether now or hereafter authorized, or securities convertible
into shares of its stock of any class or series, whether now or
hereafter authorized, for such consideration (which shall consist only
of cash or securities) as may be deemed advisable by the Board of
Directors and without any action by the stockholders.
(2) No holder of any stock of the Corporation, whether now
or hereafter authorized, shall have any preemptive right to subscribe
for or purchase any stock or any other securities of the Corporation
other than such, if any, as the Board of Directors, in its sole
discretion, may determine and at such price or prices and upon such
other terms as the Board of Directors.
(3) The Board of Directors of the Corporation shall have
power from time to time and in its sole discretion to determine whether
and to what extent and at what time and places and under what
conditions and regulations the books, accounts and documents of the
Corporation, or any of them, shall be open to the inspection of
stockholders, except as otherwise provided by statute, regulation or by
the By-Laws, and, except as so provided, no stockholder shall have any
right to inspect any book, account or document of the Corporation
unless authorized so to do by resolution of the Board of Directors.
(4) Unless the By-Laws otherwise provide, any officer or
employee of the Corporation (other than a director) may be removed at
any time with or without cause by the Board of Directors or by any
committee or superior officer upon whom such power of removal may be
conferred by the By-Laws or by authority of the Board of Directors.
(5) Notwithstanding any provision of law requiring the
authorization of any action by a greater proportion than a majority of
the total number of shares entitled to vote such action shall be valid
and effective if authorized by the affirmative vote of the holders of a
majority of the total number of shares.
(6) The Corporation shall indemnify (A) its directors and
officers, whether serving the Corporation or at its request any other
entity, to the full extent required or permitted by the General Laws of
the State of Maryland now or hereafter in force, including the advance
of expenses under the procedures and to the full extent permitted by
law, and (B) other employees and agents to such extent as shall be
authorized by the Board of Directors or the Corporation's By-Laws and
be permitted by law. The foregoing rights of indemnification shall not
be exclusive of any other rights to which those seeking indemnification
may be entitled. The Board of Directors may take such action as is
necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such
By-Laws, resolutions or contracts implementing such provisions on such
further indemnification arrangements as may be permitted by law. No
amendment of the charter of the Corporation shall limit or eliminate
the right to indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or repeal. Nothing
contained herein shall be construed to authorize the Corporation to
indemnify any director or officer of the Corporation or of any
subsidiary of the Corporation against any liability to the Corporation
or to any holders of securities of the Corporation or to any subsidiary
of the Corporation to which he is subject by reason of wilful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his office.
(7) To the fullest extent permitted by Maryland
statutory and decisional law and the 1940 Act, as amended or
interpreted, no director or officer of the Corporation shall be
personally liable to the Corporation or its stockholders for money
damages; provided, however, that nothing herein shall be construed to
protect any director or officer of the Corporation against any
liability to which such director or officer would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.
No amendment, modification or repeal of this Article EIGHTH, Section 7
shall adversely affect any right or protection of a director or officer
that exists at the time of such amendment, modification or repeal.
(8) The Corporation reserves the right from time to
time to make any amendments of its Charter which may now or hereafter
be authorized by law, including any amendments changing the terms or
contract rights, as expressly set forth in its charter, of any of its
outstanding stock by classification, reclassification or otherwise.
(b) The renumeration and definition of particular
powers of the Board of Directors included in the foregoing shall in no
way be limited or restricted by reference to or inference from the
terms of any other clause of this or any other Article of the Charter
of the Corporation, or construed as or deemed by inference or otherwise
in any manner to exclude or limit any powers conferred upon the Board
of Directors under the General Laws of the State of Maryland now or
hereafter in force.
NINTH: The duration of the Corporation of the Corporation
shall be perpetual.
IN WITNESS WHEREOF, I have signed these Articles of
Incorporation, acknowledging the same to be my act, on April 4, 1990.
WITNESS:
/s/ Jonathan Klein /s/ Kathleen L. McGlynn
- --------------- ------------------
Jonathan Klein Kathleen L. McGlynn,
Incorporator
c/o Gordon Hurwitz Butowsky
Weitzen Shalov & Wein
101 Park Avenue
New York, NY 10178
QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
ARTICLES OF AMENDMENT
Quest for Value Global Equity Fund, Inc., a Maryland
corporation, having its principal office in Baltimore City, Maryland
(which is hereinafter called the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation is hereby amended as
follows:
(a) Article Sixth, Section (b)(7) of the Charter is
amended in its entirety to read as follows:
(7) Redemption at the Shareholder's Option. Each
holder of shares of a particular class of series shall have the right
at such times as may be permitted by the Corporation, but no less
frequently than once each week, to require the Corporation to redeem
all or any part of his shares of that class or series at a redemption
price per share equal to the net asset value per share of that class or
series next determined (in accordance with subsection (9)) after the
shares are properly tendered for redemption, less such redemption
charge, if any, as is determined by the Board of Directors. Payment of
the redemption price shall be in cash; provided, however, that if the
Board of Directors determines, which determination shall be conclusive,
that conditions exist which make payment wholly in cash unwise or
undesirable, the Corporation may make payment wholly or partly in
securities or other assets belonging to the class or series of which
the shares being redeemed are part at the value of such securities or
assets used in such determination of net asset value.
Notwithstanding the foregoing, the Corporation may
postpone payment of the redemption price and may suspend the right of
the holders of the shares of any class or series to require the
Corporation to redeem shares of that class or series during any period
or at any time when and to the extent permissible under the 1940 Act.
(b) Article Sixth, Section (b) is amended to add the
following:
(13) Fractional Shares. The Corporation may issue and
sell fractions of shares having pro rata all the rights of full shares,
including, without limitation, the right to vote and to receive
dividends, and wherever the words "share" or "shares" are used in the
Charter or in the By-Laws, they shall be deemed to include fractions of
shares, where the context does not clearly indicate that only full
shares are intended.
(c) Article Eighth, Section (a)(5) is amended in its
entirety to read as follows:
(5) Notwithstanding any provision of law requiring the
authorization of any action by a greater proportion than a majority of
the total number of shares entitled to vote such action shall be valid
and effective if authorized by the affirmative vote of the holders of a
majority of the total number of shares outstanding and entitled to vote
thereon except as otherwise provided by the Charter.
SECOND: The amendment does not increase the authorized
stock of the Corporation.
THIRD: The foregoing amendment to the Charter of the
Corporation has been approved by a majority of the entire Board of
Directors and no stock entitled to be voted on the matter was
outstanding or subscribed for at the time of approval.
IN WITNESS WHEREOF, Quest For Value Global Equity Fund,
Inc. has caused these presents to be signed in its name and on its
behalf by its President and witnessed by its Secretary on June 11,
1990.
WITNESS: QUEST FOR VALUE GLOBAL
EQUITY FUND, INC.
/s/ Thomas E. Duggan /s/ Richard M. Reilly
- -------------------- -----------------------
Thomas E. Duggan Richard M. Reilly
Secretary President
THE UNDERSIGNED, President of Quest For Value Global
Equity Fund, Inc., who executed on behalf of the Corporation the
foregoing Articles of Amendment of which this certificate is made a
part, hereby acknowledges in the name and on behalf of said Corporation
the foregoing Articles of Amendment to be the corporate act of said
Corporation and hereby certifies that to the best of his knowledge,
information and belief the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/ Richard M. Reilly
-----------------------
Richard M. Reilly
President
ARTICLES OF RESIDENT AGENT
QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
APPROVED AND RECEIVED FOR RECORD BY THE STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF MARYLAND FEBRUARY 4, 1991 at 8:40 O'CLOCK
A.M. AS IN CONFORMITY WITH LAW AND ORDERED RECORDED
ORGANIZATION AND RECORDING FEE SPECIAL FEE
CAPITALIZATION PAID PAID PAID
$ $10.00 $
-----------------
D3002508
TO THE CLERK OF THE COURT OF BALTIMORE CITY
IT IS HEREBY CERTIFIED THAT THE WITHIN INSTRUMENT, TOGETHER WITH
ALL ENDORSEMENTS THEREON HAS BEEN RECEIVED, APPROVED AND RECORDED BY
THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND.
Return to:
Corporate Service Company
Attn: Vera Finch
P.O. Box 591
Wilmington, DE 19855
CERTIFICATE OF CHANGE OF
RESIDENT AGENT AND ADDRESS
OF
QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
The Board of Directors of:
QUEST FOR VALUE GLOBAL EQUITY FUND, INC. a corporation
organized in Maryland on April 26, 1990 duly approved a resolution as
follows:
RESOLVED: That the resident agent and address are changed to:
CSC-Lawyers Incorporating Service Company
c/o James E. Baker, Esq.
100 Light Street, Sixth Floor
Baltimore, MD 21202
I, Thomas E. Duggan certify under the penalties of perjury
that to the best of my knowledge, information, and belief the foregoing
resolution is true in all material respects.
QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
BY: /s/ Thomas E. Duggan
-------------------------
Thomas E. Duggan
Title: Secretary
ARTICLES OF TRANSFER
BETWEEN
AMA FAMILY OF FUNDS, INC.
(a Maryland Corporation)
and
QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
(a Maryland Corporation)
AMA FAMILY OF FUNDS, INC., a Maryland corporation, having its
principal office in Baltimore City, Maryland (which is hereinafter
called the "Transferor"), and QUEST FOR VALUE GLOBAL EQUITY FUND, INC.,
a Maryland corporation having its principal office in Baltimore City,
Maryland (which is hereinafter called the "Transferee"), hereby certify
to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Transferor agrees to sell, lease, exchange or
transfer to Transferee all of its assets belonging to the Global Growth
Fund Series (the "Series") of capital stock of the Corporation, subject
to the liabilities belonging to that Series.
SECOND: The name of the Transferor is AMA Family of Funds,
Inc. The Transferor is a corporation organized under the laws of the
State of Maryland. The name of the Transferee is QUEST FOR VALUE
GLOBAL EQUITY FUND, INC. The Transferee is a corporation organized
under the laws of the State of Maryland.
THIRD: The address and principal place of business of the
Transferee is c/o CSC-Lawyers Incorporating Service, 100 Light Street,
Baltimore, Maryland 21202.
FOURTH: The Transferor has its principal office in this State
in Baltimore City, Maryland. The Transferee has its principal office
in this State in Baltimore City, Maryland. The Transferor owns no
interests in real property in the State of Maryland.
FIFTH: The nature and amount of the consideration to be
paid, transferred or issued by the Transferee for the property and
assets of the Transferor is a number of shares of its capital stock
having an aggregate net asset value equal to the aggregate net asset
value of the outstanding shares of common stock of the Series of the
Transferor outstanding at the effective time of the transfer.
SIXTH: The terms and conditions of the transaction set forth
in these Articles were advised, authorized, and approved by the Board
of Directors of the Transferor and approved by the stockholders of the
Transferor in the manner and by the vote required by its charter and
the laws of the State of Maryland. The manner of approval was as
follows:
(a) The Board of Directors of the Transferor at a
meeting held on June 20, 1991 adopted a resolution which declared that
the proposed sale, lease, exchange or transfer was advisable on
substantially the terms and conditions set forth or referred to in the
resolution and directed that the proposed sale, lease, exchange or
transfer be submitted for consideration at a special meeting of the
stockholders of the Series. No other stockholders of the Transferor
are entitled to notice of or to vote upon the proposed transfer.
(b) Notice which stated that a purpose of the meeting
was to act on the proposed sale, lease, exchange or transfer was given
by the Transferor as required by law.
(c) The proposed sale, lease, exchange or transfer was
approved by the stockholders of the Transferor at a special meeting of
stockholders held November 21, 1991 by the affirmative vote of a
majority of all the votes entitled to be cast on the matter.
(d) The terms and conditions of the transaction set
forth in these Articles were also advised, authorized, and approved by
the Board of Directors of the Transferee, and no other action is
required by its charter or the laws of the State of Maryland. The
manner of approval was as follows:
The Board of Directors of the Transferee at a meeting
held on June 19, 1991 adopted a resolution which declared that the
proposed sale, lease, exchange or transfer was advisable on
substantially the terms and conditions set forth or referred to in the
resolution.
SEVENTH: These Articles shall become effective on December
2, 1991.
IN WITNESS WHEREOF, AMA FAMILY OF FUNDS, INC. and QUEST FOR
VALUE GLOBAL EQUITY FUND, INC. have caused these Articles to be signed
in their name and on their behalf by their respective Presidents and
witnessed by their respective Secretaries on December 2, 1991.
WITNESS: AMA FAMILY OF FUNDS, INC.
- --------------------- ------------------
Secretary President
WITNESS QUEST FOR VALUE GLOBAL EQUITY FUND,
INC.
______________________ ____________________
Secretary President
THE UNDERSIGNED, President of AMA FAMILY OF FUNDS, INC. who
executed on behalf of the Corporation the foregoing Articles of
Transfer of which this certificate is made a part, hereby acknowledges
in the name and on behalf of said Corporation the foregoing Articles of
Transfer to be the corporate act of said Corporation and hereby
certifies that to the best of his knowledge, information and belief,
the matters and facts set forth therein with respect to the
authorization and approval thereof are true in all material respects
under the penalties of perjury.
-----------------------
President
THE UNDERSIGNED, President of QUEST FOR VALUE GLOBAL EQUITY
FUND, INC. who executed on behalf of the Corporation the foregoing
Articles of Transfer of which this certificate is made a part, hereby
acknowledges in the name and on behalf of said Corporation the
foregoing Articles of Transfer to be the corporate act of said
Corporation and hereby certifies that to the best of his knowledge,
information and belief, the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
----------------------------
President
QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
ARTICLES OF AMENDMENT
CHANGING NAMES OF SERIES
PURSUANT TO MGCL SECTION 2-605(B))
Quest for Value Global Equity Fund, Inc., a Maryland corporation,
having its principal office in Baltimore City, Maryland (hereinafter
called the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The Charter of the Corporation is hereby amended to
provide that the name of the Corporation is changed to "Oppenheimer
Quest Global Value Fund, Inc."
SECOND: The amendment does not change the outstanding capital
stock of the corporation or the aggregate par value thereof.
THIRD: The foregoing amendment to the Charter of the
Corporation has been approved by the Board of Directors and is limited
to a change expressly permitted by Section 2-605 of the Maryland
General Corporation Law.
FOURTH: The Corporation is registered as an open-end company
under the Investment Company Act of 1940.
IN WITNESS WHEREOF, the Corporation has caused these presents to
be signed in its name and on its behalf by its Vice President and
witnessed by its Secretary on this _____ day of November, 1995.
QUEST FOR VALUE GLOBAL
EQUITY FUND, INC.
/s/ Bernard H. Garil
------------------------
Name: Bernard H. Garil
Title: Vice President
ATTEST:
/s/ Deborah Kaback
- --------------------------
Name: Deborah Kaback
Title: Secretary
<PAGE>
THE UNDERSIGNED, the Vice President of Quest for Value Global
Equity Fund, Inc. who executed on behalf of the Corporation the
foregoing Articles of Amendment of which this certificate is made a
part, hereby acknowledges in the name and on behalf of the Corporation
the foregoing Articles of Amendment to be the corporate act of the
Corporation and hereby certifies to the best of his knowledge,
information and belief the matters and facts set forth herein with
respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/ Bernard H. Garil
---------------------
Name: Bernard H. Garil
Title: Vice President
BY-LAWS OF
QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
ARTICLE 1
Fiscal Year and Officers
Section 1. Fiscal Year. Unless otherwise provided by resolution
of the board of directors, the fiscal year of the Corporation shall begin
November 1 and end on the last day of October.
Section 2. Registered Office. The registered office of the
Corporation in Maryland shall be located at c/o Joseph M. Rouhlac, Esq.,
Smith, Sommerville & Case, 100 Light Street, Baltimore, Maryland 21202,
and the name of its resident agent at such address Joseph M. Rouhlac, Esq.
Section 3. Other Offices. The Corporation shall have the power
to open offices for the conduct of its business, either within or outside
the State of Maryland, at such places as the board of directors may from
time to time designate.
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meeting. Meetings of the stockholders for
the election of directors shall be held in such place as the board of
directors may by resolution establish. In the absence of any specific
resolution, meetings of stockholders shall be held at the Corporation's
principal office. Meetings of stockholders for any other purpose may be
held at such place and time as shall be fixed by resolution of the board
of directors and stated in the notice of the meeting, or in a duly
executed waiver of notice thereof.
Section 2. Annual Meetings. No annual meeting of stockholders
shall be held.
Section 3. Special Meetings. Special Meetings of stockholders
may be called at any time by the chairman of the board or the president,
or by a majority of the board of directors, and shall be called by the
chairman of the board, president or secretary upon written request of the
holders of shares entitled to cast not less than twenty-five percent of
all the votes entitled to be cast at such meeting provided that (a) such
request shall state the purposes of such meeting and the matters proposed
to be acted on, and (b) the stockholders requesting such meeting shall
have paid to the Corporation the reasonably estimated cost of preparing
and mailing the notice thereof, which the secretary shall determine and
specify to such stockholders. No special meeting need be called to
consider any matter which is substantially the same as a matter voted on
at any meeting of the stockholders held during the preceding twelve
months.
Section 4. Notice. Not less than ten days before the date of
every stockholders' meeting, the secretary shall cause to be mailed to
each stockholder entitled to vote at such meeting at his address (as it
appears on the records of the Corporation at the time of mailing) written
notice stating the time and place of the meeting and, in the case of a
special meeting of stockholders shall be limited to the purposes stated
in the notice. Notice of any stockholders' meeting need not be given to
any stockholder who shall sign a written waiver of such notice whether
before or after the time of such meeting, or to any stockholder who shall
attend such meeting in person or by proxy. Notice of adjournment of a
stockholders' meeting to another time or place need not be given, if such
time and place are announced at the meeting.
Section 5. Record Date for Meetings. The board of directors may
fix in advance a date not more than sixty days, nor less than ten days,
prior to the date of any annual or special meeting of the stockholders as
a record date for the determination of the stockholders entitled to
receive notice of, and to vote at any meeting and any adjournment thereof;
and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to receive
notice of and to vote at such meeting and any adjournment thereof,
notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.
Section 6. Quorum. At any meeting of stockholders, the presence
in person or by proxy of the holders of a majority of the aggregate number
of common shares of any series at the time outstanding shall constitute
a quorum for the transaction of business at the meeting, except that where
any provision of law or the Articles of Incorporation require that the
holders of any class of shares shall vote as a class, then a majority of
the aggregate number of shares of that class at the time outstanding shall
be necessary to constitute a quorum for the transaction of such business.
If, however, such quorum shall not be present or represented at any
meeting of stockholders, any officer entitled to preside at or act as
secretary of such meeting shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. At such adjourned meeting at
which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed.
Section 7. Voting. Each stockholder shall have one vote for
share of stock held by such stockholder on the record date set pursuant
to Section 5 of this Article II on each matter submitted to a vote at a
meeting of stockholders. Such vote may be made in person or by proxy.
If no record date has been fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, the record
date for such determination shall be (a) at the close of business (i) on
the day ten days before the day on which notice of the meeting is mailed
or (ii) on the day sixty days before the meeting, whichever is the closer
date to the meeting; or (b) if notice is waived by all stockholders
entitled to notice of or to vote at the meeting, at the close of business
on the tenth day next preceding the day on which the meeting is held. At
all meetings of the stockholders at which a quorum is present, all matters
shall be decided by majority vote of the shares of stock entitled to vote
held by stockholders present in person or by proxy, unless the question
is one which by express provision of the laws of the State of Maryland,
the Investment Company Act of 1940, as from time to time amended, or the
Articles of Incorporation, a different vote is required, in which case
such express provision shall control the decision of such question. At
all meetings of stockholders, unless the voting is conducted by
inspectors, all questions relating to the qualifications of voters and the
validity of proxies and the acceptance or rejection of votes shall be
decided by the chairman of the meeting.
Section 8. Voting - Proxies. The right to vote by proxy shall
exist only if the instrument authorizing such proxy to act shall have been
executed in writing by the stockholder himself or by his attorney
thereunto duly authorized in writing. No proxy shall be voted after
eleven months from its date unless the proxy provides for a longer period.
Each proxy shall be in writing subscribed by the stockholder or his duly
authorized attorney and shall be dated, but need not be sealed, witnessed
or acknowledged. Proxies shall be delivered to the secretary of the
Corporation or person acting as secretary of the meeting before being
voted. A proxy with respect to stock held in the name of two or more
persons shall be valid if executed by one of them unless at or prior to
exercise of such proxy the Corporation receives a specific written notice
to the contrary from any one of them. A proxy purporting to be executed
by or on behalf of a stockholder shall be deemed valid unless challenged
at or prior to its exercise.
Section 9. Inspectors. At any election of directors, the board
of directors prior thereto may, or if it has not so acted, the chairman
of the meeting may appoint one or more inspectors of election who shall
first subscribe an oath or affirmation to execute faithfully the duties
of inspectors at such election with strict impartiality and according to
the best of their ability, and shall after the election make a certificate
of the result of the vote taken. No candidate for the office of director
shall be appointed as an inspector.
Section 10. Stock Ledger and List of Stockholders. It shall be
the duty of the secretary or assistant secretary of the Corporation to
cause an original or duplicate stock ledger to be maintained at the office
of the Corporation's transfer agent. Such stock ledger may be in written
form or any other form capable of being converted into written form within
a reasonable time for visual inspection. Any one or more persons, each
of whom has been a stockholder of record of the Corporation for more than
six months next preceding such request, who owns or own in the aggregate
5% or more of the outstanding capital stock of the Corporation, may submit
a written request to any officer of the Corporation or its resident agent
in Maryland for a list of the stockholders of the Corporation. Within
twenty days after such a request, there shall be prepared and filed at the
Corporation's principal office a list containing the names and addresses
of all stockholders of the corporation and the number of shares of each
class held by each stockholder, certified as correct by an officer of the
Corporation, by its stock transfer agent, or by its registrar.
Section 11. Action Without Meeting. Any action to be taken by
stockholders may be taken without a meeting if all stockholders entitled
to vote on the matter consent to the action in writing, and the written
consents are filed with the records of the meetings of stockholders. Such
consent shall be treated for all purposes as a vote at a meeting.
ARTICLE III
Directors
Section 1. General Powers. The business of the Corporation shall
be under the direction of its board of directors, which may exercise all
powers of the Corporation, except such as are by the laws of the State of
Maryland, the Articles of Incorporation , or these By-laws conferred upon
or reserved to the stockholders. All acts done by any meeting of the
directors or by an person acting as a director, so long as his successor
shall not have been duly elected or appointed, notwithstanding that it be
afterwards discovered that there was some defect in the election of the
directors or of such person acting as aforesaid or that they or any of
them were disqualified, shall be as valid as if the directors or such
other person, as the case may be, had been duly elected and were or was
qualified to be directors or a director of the corporation.
Section 2. Number and Term of Office. The number of directors
which shall constitute the whole board shall be determined from time to
time by the board of directors, but shall not be fewer than 3, nor more
than 7. Each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 3. Election. Initially the directors shall be those
persons named as such in the Articles of Incorporation. Each director
shall be elected annually by the vote of a majority of the shares entitled
to elect such director, as provided in the Articles of Incorporation,
present in person or by proxy at the annual meeting of the stockholders.
Vacancies in the board of directors may be filled by a majority vote of
the board of directors, if permitted by the Articles of Incorporation.
A newly-created directorship may be filled only by a vote of the entire
board of directors.
Section 4. Removal of Directors. At any stockholders' meeting,
provided a quorum is present, any director may be removed (either with or
without cause) by the vote of the holders of a majority of the shares
entitled to elect such director as provided in the Articles of
Incorporation, present or represented at the meeting, and at the same
meeting a duly qualified person may be elected in his stead by a majority
of the votes validly cast.
Section 5. Place of Meeting. Meetings of the board of directors,
regular or special, may be held at any place in or out of the State of
Maryland as the board may from time to time determine.
Section 6. Quorum. At all meetings of the board of directors a
majority of the entire board of directors shall constitute a quorum for
the transaction of business, and the action of a majority of the directors
present at any meeting at which a quorum is present shall be the action
of the board of directors unless the concurrence of a greater proportion
is required for such action by the laws of the State of Maryland, the
Investment Company Act of 1940, these By-laws or the Articles of
Incorporation. If a quorum shall not be present at any meeting of
directors, the directors present thereat may be a majority vote adjourn
the meeting from time to time without notice other than announcement at
the meeting, until a quorum shall be present.
Section 7. Regular Meetings. Regular meetings of the board of
directors may be held without notice at such time and place as shall from
time to time be determined by the board of directors provided that notice
of any change in the time or place of such meetings shall be sent promptly
to each director not present at the meeting at which such change was made
in the manner provided for notice of special meetings. Members of the
board of directors or any committee designated thereby may participate in
a meeting of such board or committee by means of a conference telephone
call or similar communications equipment by means of which all persons
participating in the meeting can hear one another at the same time, and
participation by such means shall constitute presence in person at a
meeting.
Section 8. Special Meetings. Special meetings of the board of
directors may be called by the chairman of the board or the president on
one day's notice to each director. Special meetings shall be called by
the chairman of the board, president or secretary in like manner and on
like notice on the written request of two directors.
Section 9. Informal Actions. Any action required or permitted
to be taken at any meeting of the board of directors or of any committee
thereof may be taken without a meeting, if a written consent to such
action is signed in one or more counterparts by all members of the board
or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the board or committee.
Section 10. Committees. The board of directors may by resolution
passed by a majority of the entire board appoint from among its members
an executive committee and other committees composed of two or more
directors, and may delegate to such committees, in the intervals between
meetings of the board of directors, any or all of the powers of the board
of directors in the management of the business and affairs of the
Corporation, except the powers to declare dividends, to issue stock or to
recommend to stockholders any action requiring stockholder approval.
Section 11. Action of Committees. In the absence of an
appropriate resolution of the board of directors, each committee may adopt
such rules and regulations governing the proceedings, quorum and manner
of acting as it shall deem proper and desirable, provided that the quorum
shall not be less than two directors. The committees shall keep minutes
of their proceedings and shall report the same to the board of directors
at the meeting next succeeding, and any action by the committee shall be
subject to revision and alteration by the board of directors, provided
that no rights of third persons shall be affected by any such revision or
alteration. In the absence of any member of such committee the members
thereof present at any meeting, whether or not they constitute a quorum,
may appoint a member of the board of directors to act in the place of such
absent member.
Section 12. Compensation. Any director, whether or not he is a
salaried officer or employee of the Corporation, may be compensated for
his services as director or as a member of a committee of directors, or
as chairman of the board or chairman of a committee by fixed periodic
payments or by fees for attendance at meetings or by both, and in addition
may be reimbursed for transportation and other expenses, all in such
manner and amounts as the board of directors may from time to time
determine.
ARTICLE IV
Notices
Section 1. Form. Notices to stockholders shall be in writing and
delivered personally or mailed to the stockholders at their addresses
appearing on the books of the Corporation. Notices to directors shall be
oral or by telephone or telegram or in writing delivered personally or
mailed to the directors at their addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given at the time when
the same shall be mailed. Notice to directors need not state the purpose
of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place or
purpose of any meeting of stockholders, directors or a committee is
required to be given under the provisions of Maryland law or under the
provisions of the Articles of Incorporation or these By-laws, a waiver
thereof in writing, signed by the person or persons entitled to such
notice and filed with the records of the meeting, whether before or after
the holding thereof, or actual attendance at the meeting of stockholders
in person or by proxy, or at the meeting of directors of committee in
person, shall be deemed equivalent to the giving of such notice to such
persons.
ARTICLE V
Officers
Section 1. Executive Officers. The officers of the Corporation
shall be chosen by the board of directors and shall include a president,
who shall be a director, a secretary and a treasurer. The board of
directors may, from time to time, elect or appoint a controller, one or
more vice presidents, assistant secretaries and assistant treasurers. The
board of directors, at its discretion, may also appoint a director as
chairman of the board who shall perform and execute such executive and
administrative duties and powers as the board of directors shall from time
to time prescribe. The same person may hold two or more offices, except
that no person shall be both president and secretary and no officer shall
execute, acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law, the Articles of Incorporation or
these By-laws to be executed, acknowledged or verified by two or more
officers.
Section 2. Election. The board of directors shall choose a
president, a secretary and a treasurer at its first meeting and thereafter
at the next meeting following a stockholders' meeting at which directors
were elected.
Section 3. Other Officers. The board of directors from time to
time may appoint such other officers and agents as it shall deem
advisable, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to
time by the board. The board of directors from time to time may delegate
to one or more officers or agents the power to appoint any such
subordinate officers or agent and to prescribe their respective rights,
terms of office, authorities and duties.
Section 4. Compensation. The salaries or other compensation of
all officers and agents of the Corporation shall be fixed by the board of
directors, except that the board of directors may delegate to any person
or group of persons the power to fix the salary or other compensation of
any subordinate officers or agents appointed pursuant to Section 3 of this
Article V.
Section 5. Tenure. The officers of the Corporation shall serve
for one year and until their successors are chosen and shall qualify. Any
officer or agent may be removed by the affirmative vote of a majority of
the board of directors whenever, in its judgment, the best interests of
the Corporation will be served thereby. In addition, any officer or agent
appointed pursuant to Section 3 of this Article V may be removed, either
with or without cause, by any officer upon whom such power of removal
shall have been conferred by the board of directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal
or otherwise shall be filled by the board of directors, unless pursuant
to Section 3 of this Article V the power of appointment has been conferred
by the board of directors on any other officer.
Section 6. President. The president, unless the chairman has
been so designated, shall be the chief executive officer of the
Corporation. He shall preside at all meetings of the stockholders and
directors, and shall see that all orders and resolutions of the board are
carried into effect. The president, unless the chairman has been so
designated, shall also be the chief administrative officer of the
Corporation and shall perform such other duties and have such other powers
as the board of directors may from time to time prescribe.
Section 7. Chairman of the Board. The chairman of the board, if
one shall be chosen, shall preside at all meetings of the board of
directors and stockholders, and shall perform and execute such executive
duties and administrative powers as the board of directors shall from time
to time prescribe.
Section 8. Vice-President. The vice-presidents, in the order of
their seniority, shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president and shall
perform such other duties as the board of directors of the chief executive
officer may from time to time prescribe.
Section 9. Secretary. The secretary shall attend all meetings
of the board of directors and all meetings of the stockholders and record
all the proceedings thereof and shall perform like duties for any
committee when required. He shall give, or cause to be given, notice of
meetings of the stockholders and of the board of directors, shall have
charge of the records of the Corporation, including the stock books, and
shall perform such other duties as may be prescribed by the board of
directors or chief executive officer, under whose supervision he shall be.
He shall keep in safe custody the seal of the Corporation and, when
authorized by the board of directors, shall affix and attest the same to
any instrument requiring it. The board of directors may give general
authority to any officer to affix the seal of the Corporation and to
attest the affixing by his signature.
Section 10. Assistant Secretaries. The assistant secretaries in
order of their seniority, shall, in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary and
shall perform such other duties as the board of directors shall prescribe.
Section 11. Treasurer. The treasurer, unless another officer has
been so designated, shall be the chief financial officer of the
Corporation. He shall have general supervision of the funds and property
of the Corporation and of the performance by the custodian of its duties
with respect thereto. He shall render to the board of directors whenever
directed by the board, an account of the financial condition of the
Corporation and of all his transactions as Treasurer; and as soon as
possible after the close of each financial year he shall make and submit
to the board of directors a like report for such financial year. He shall
cause to be prepared annually a full and correct statement of the affairs
of the Corporation, including a balance sheet and a financial statement
of operation for the preceding fiscal year, which shall be submitted at
the annual meeting of stockholders and filed within twenty days thereafter
at the principal office of the Corporation in the State of Maryland. He
shall perform all the acts incidental to the office of treasurer, subject
to the control of the board of directors.
Section 12. Controller. The controller shall be under the
direct supervision of the chief financial officer of the Corporation. He
shall maintain adequate records of all assets, liabilities and
transactions of the Corporation, establish and maintain internal
accounting control and, in cooperation with the independent public
accountants selected by the board of directors shall supervise internal
auditing. He shall have such further powers and duties as may be
conferred upon him from time to time by the president or the board of
directors.
Section 13. Assistant Treasurer. The assistant treasurers, in the
order of their seniority, shall, in the absence or disability of the
treasurer, perform the duties and exercise the powers of the treasurer and
shall perform such other duties as the board of directors may from time
to time prescribe.
Section 14. Surety Bonds. The board of directors may require any
officer or agent of the Corporation to execute a bond (including, without
limitation, any bond required by the federal Investment Company Act of
1940, as amended, and the rules and regulations of the Securities and
Exchange Commission) to the Corporation in such sum and with such surety
or sureties as the board of directors may determine, conditioned upon the
faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting of any of the
Corporation's property, funds or securities that may come into his hands.
ARTICLE VI
Other Restrictions
Section 1. Loans to Affiliates. The Corporation shall not lend
assets of the Corporation to any officer or director of the Corporation,
or to any partner, officer, director or stockholder of, or person who has
a material financial interest in the investment adviser of the
Corporation, or the distributor of the Corporation, or to the investment
adviser of the Corporation or to the distributor of the Corporation.
Section 2. Conflict of Interest Transactions. The Corporation
shall not permit any officer or director, or any officer or director of
the investment adviser or distributor of the Corporation to deal for or
on behalf of the Corporation with himself as principal or agent, or with
any partnership, association or corporation in which he has a material
financial interest; provided that the foregoing provisions shall not
prevent:
(a) officers or directors of the Corporation from buying, holding
or selling shares in the Corporation, or from being partners, officers or
directors of or otherwise financially interested in the investment
adviser, sponsor, manager or distributor of the Corporation;
(b) purchases or sales of securities or other property in the
Corporation from or to an affiliated person or to the investment adviser
or distributor of the Corporation if such transaction is exempt from the
applicable provisions of the Investment Company Act of 1940;
(c) purchases of investments owned by the Corporation through a
security dealer who is, or one or more of whose partners, stockholders,
officers or directors is, an officer or director of the Corporation, if
such transactions are handled in the capacity of brokers only and
commissions charged do not exceed customary brokerage charges for such
services;
(d) employment of legal counsel, registrar, transfer agent, dividend
disbursing agent or custodian who is, or has a partner, stockholder,
officer or director, who is an officer or director of the Corporation, if
only customary fees are charged for services to the Corporation;
(e) sharing statistical, research, legal and management expenses
with a firm of which an officer or director of the Corporation is an
officer or director or otherwise financially interested;
(f) purchase for the portfolio of the Corporation of securities
issued by an issuer having an officer, director or security holder who is
an officer or director of the Corporation or of any investment adviser of
the Corporation, unless the retention of such securities in the portfolio
of the Corporation would be a violation of these By-laws or the Articles
of Incorporation of the Corporation.
ARTICLE VII
Stock
Section 1. Certificates. No stockholder shall be entitled to a
certificate or certificates in connection with the purchase of shares of
the Corporation unless specifically authorized by the board of directors.
Each certificate issued shall be signed by the president or vice-president
and countersigned by the secretary or an assistant secretary of the
treasurer or an assistant treasurer.
Section 2. Signature. Where a certificate is signed (1) by a
transfer agent or an assistant transfer agent or (2) by a transfer clerk
acting on behalf of the Corporation and a registrar, the signature of any
such president, vice-president, treasurer, assistant treasurer, secretary
or assistant secretary may be a facsimile. In case any officer who has
signed any certificate ceases to be an officer of the Corporation before
the certificate is issued, the certificate may nevertheless be issued by
the Corporation with the same effect as if the officer had not ceased to
be such officer as of the date of its issue.
Section 3. Recording and Transfer without Certificates.
Notwithstanding the foregoing provisions of this Article VIII, the
Corporation shall have full power to participate in any program approved
by the board of directors providing for the recording and transfer of
ownership of shares of the Corporation's stock by electronic or other
means without the issuance of certificates.
<PAGE>
Section 4. Lost Certificates. The board of directors may direct
a new certificate or certificates to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been
stolen, lost or destroyed, upon the making of an affidavit of that fact
by the person claiming the certificate of stock to have been stolen, lost
or destroyed, or upon other satisfactory evidence of such theft, loss or
destruction. When authorizing such issuance of a new certificate or
certificates, the board of directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such
stolen, lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require
and to give the Corporation a bond with sufficient surety, to the
Corporation to indemnify it against any loss or claim that may be made by
reason of the issuance of a new certificate.
Section 5. Transfer of Capital Stock. Transfers of shares of the
stock of the Corporation shall be made on the books of the Corporation by
the holder of record thereof (in person or by his attorney thereunto duly
authorized by a power of attorney duly executed in writing and filed with
the secretary of the Corporation) (i) if a certificate or certificates
have been issued, upon the surrender of the certificate or certificates,
properly endorsed or accompanied by proper instruments of transfer
representing such shares, or (ii) as otherwise prescribed by the board of
directors. Every certificate exchanged, surrendered for redemption or
otherwise returned to the Corporation shall be marked "Cancelled" with the
date of cancellation.
Section 6. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such
owner, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize
any equitable or other claim to or interest in such shares on the part of
any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the General Laws of the State of
Maryland.
Section 7. Transfer Agents and Registrars. The board of
directors may, from time to time, appoint or remove transfer agents and/or
registrars of transfers of shares of stock of the Corporation, and it may
appoint the same person as both transfer agent and registrar. Upon any
such appointment being made all certificates representing shares of stock
thereafter issued shall be countersigned by one of such transfer agents
or by one of such registrars of transfers or by both and shall not be
valid unless so countersigned. If the same person shall be both transfer
agent and registrar, only one countersignature by such person shall be
required.
Section 8. Stock Ledger. The Corporation shall maintain an
original stock ledger containing the names and addresses of all
stockholders and the number and class of shares held by each stockholder.
Such stock ledger may be in written form or any other form capable of
being converted into written form within a reasonable time for visual
inspection.
ARTICLE VIII
General Provisions
Section 1. Rights in Securities. The board of directors, on
behalf of the Corporation, shall have the authority to exercise all of the
rights of the Corporation as owner of any securities which might be
exercised by any Individual owning such securities in his own right,
including, but not limited to, the right to vote by proxy for any and all
purposes, to consent to the reorganization, merger or consolidation of any
issuer or to consent to the sale, lease or mortgage of all or
substantially all of the property and assets of any issuer; and to
exchange any of the shares of stock of any issuer for the shares of stock
issued therefor upon any such reorganization, merger, consolidation, sale
lease or mortgage. The board of directors shall have the right to
authorize any officer of the investment adviser to execute proxies and the
right to delegate the authority granted to any officer of the Corporation
by this Section 1 of Article IX.
Section 2. Custodianship.
(a) The Corporation shall place and at all times maintain in the
custody of a custodian (including any subcustodian for the custodian) all
funds, securities and similar investments owned by the Corporation.
Subject to the approval of the board of directors, the custodian may enter
into arrangements with securities depositories, as long as such
arrangements comply with the provisions of the Investment Company Act of
1940 and the rules and regulations promulgated thereunder. The custodian
(and any sub-custodian) shall be a bank having not less than $2,000,000
aggregate capital, surplus and undivided profits and shall be appointed
from time to time by the board of directors, which shall fix its
remuneration.
(b) Upon termination of a custodian agreement or inability of the
custodian to continue to serve, the board of directors shall promptly
appoint a successor custodian. In the event that no successor custodian
can be found who has the required qualifications and is willing to serve,
the board of directors shall call as promptly as possible a special
meeting of the stockholders to determine whether the Corporation shall
function without a custodian or shall be liquidated. If so directed by
vote of the holders of a majority of the outstanding shares of stock of
the Corporation (Income Shares and Capital Shares voting as a single
class), the custodian shall deliver and pay over all property of the
Corporation held by it as specified in such vote.
(c) The following provisions shall apply to the employment of a
custodian and to any contract entered into with the custodian so employed:
The board of directors shall cause to be
delivered to the custodian all securities owned by
the Corporation or to which it may become entitled,
and shall order the same to be delivered by the
custodian only in completion of a sale, exchange,
transfer, pledge, or other disposition thereof, all
as the board of directors may generally or from time
to time require or approve or to a successor
custodian; and the board of directors shall cause all
funds owned by the Corporation or to which it may
become entitled to be paid to the custodian, and
shall order the same disbursed only for investment
against delivery of the securities acquired, or in
payment of expenses, including management
compensation, and liabilities of the Corporation,
including distributions to shareholders or proper
payments to borrowers of securities representing
partial return of collateral, or to a successor
custodian.
Section 3. Reports. Not less than semi-annually, the Corporation
shall transmit to the stockholders a report of the operations of the
Corporation, based at least annually upon an audit by independent public
accountants, which report shall clearly set forth, in addition to the
information customarily furnished in a balance sheet and profit and loss
statement, a statement of all amounts paid to security dealers, legal
counsel, transfer agent, disbursing agent, registrar or custodian or
trustee, where such payments are made to a firm, corporation, bank or
trust company, having a partner, officer or director who is also an
officer or director of the Corporation. A copy, or copies, of all reports
submitted to the stockholders of the Corporation shall also be sent, as
required, to the regulatory agencies of the United States and of the
states in which the securities of the Corporation are registered and sold.
Section 4. Seal. The corporate seal shall have inscribed thereon
the name of the Corporation, the year of its organization and the words
"Corporate Seal, Maryland". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
Section 5. Execution of Instruments. All deeds, documents,
transfers, contracts, agreements and other instruments requiring execution
by the Corporation shall be signed by the chairman or the president or a
vice-president and by the treasurer or secretary or an assistant treasurer
or an assistant secretary, or as the board of directors may otherwise,
from time to time, authorize. Any such authorization may be general or
confined to specific instances. Except as otherwise authorized by the
board of directors, all requisitions or orders for the assignment of
securities standing in the name of the custodian or its nominee, or for
the execution of powers to transfer the same, shall be signed in the name
of the Corporation by the chairman or the president or a vice-president
and by the secretary, treasurer or an assistant treasurer.
<PAGE>
ARTICLE IX
Amendments
The By-laws of the Corporation may be altered, amended or repealed
either by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote in respect thereof and represented in
person or by proxy at any annual or special meeting of the stockholders,
or by the board of directors at any regular or special meeting of the
board of directors; provided, that the board of directors may not alter,
amend or repeal Article VI, and that the vote of stockholders required for
alteration, amendment or repeal of any such provisions shall be subject
to all applicable requirements of federal or state laws or of the Articles
of Incorporation.
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
Class A Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER (of shares)
(upper right corner) (share certificate no.) XX-000000
(upper right box, CLASS A SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest Global Value Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 6838OG 101
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS A SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.10 EACH OF
Oppenheimer Quest Global Value Fund, Inc.
hereinafter called the "Corporation", transferable only on
the books of the Corporation by the holder hereof in
person or by duly authorized attorney, upon surrender of
this certificate properly endorsed. This certificate and
the shares represented hereby are issued and shall be held
subject to all of the provisions of the Articles of
Incorporation of the Corporation to all of which the
holder by acceptance hereof assents. This certificate is
not valid until countersigned by the Transfer Agent.
<PAGE>
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ Andrew J. Donohue /s/ Bridget A. Macaskill
_______________________ ___________________
SECRETARY PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
Oppenheimer Quest Global Value Fund, Inc.
SEAL
1979
Maryland
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS, INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
<PAGE>
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class A Shares of capital
stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint ___________________________ Attorney to transfer
the said shares on the books of the within named Corporation with full
power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and without
charge, a full statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of redemption of the
stock of each class which the Corporation is authorized to issue.
<PAGE>
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
___________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar/254cert.a
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
Class B Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER (of shares)
(upper right corner) (share certificate no.) XX-000000
(upper right box, Class B SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest Global Value Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 6838OG 200
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE CLASS B SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.10 EACH OF
Oppenheimer Quest Global Value Fund, Inc.
hereinafter called the "Corporation", transferable only on
the books of the Corporation by the holder hereof in
person or by duly authorized attorney, upon surrender of
this certificate properly endorsed. This certificate and
the shares represented hereby are issued and shall be held
subject to all of the provisions of the Articles of
Incorporation of the Corporation to all of which the
holder by acceptance hereof assents. This certificate is
not valid until countersigned by the Transfer Agent.
<PAGE>
WITNESS the facsimile seal of the Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ Andrew J. Donohue /s/ Bridget A. Macaskill
_______________________ ___________________
SECRETARY PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
Oppenheimer Quest Global Value Fund, Inc.
SEAL
1990
Maryland
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS, INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
<PAGE>
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class B Shares of capital
stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint ___________________________ Attorney to transfer
the said shares on the books of the within named Corporation with full
power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and without
charge, a full statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of redemption of the
stock of each class which the Corporation is authorized to issue.
<PAGE>
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
___________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
Class C Share Certificate (8-1/2" x 11")
I. FACE OF CERTIFICATE (All text and other matter lies within
8-1/4" x 10-3/4" decorative border, 5/16" wide)
(upper left corner, box with heading: NUMBER [of shares]
(upper right corner) [share certificate no.] XX-000000
(upper right box, Class C SHARES
below cert. no.)
(centered
below boxes) Oppenheimer Quest Global Value Fund, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
(at left) THIS IS TO CERTIFY THAT (at right) SEE REVERSE FOR
CERTAIN DEFINITIONS
(box with number)
CUSIP 6838OG 309
(at left) is the owner of
(centered) FULLY PAID AND NON-ASSESSABLE Class C SHARES OF
CAPITAL STOCK WITH THE PAR VALUE OF $.10 EACH OF
Oppenheimer Quest Global Value Fund, Inc.
hereinafter called the "Corporation", transferable only on
the books of the Corporation by the holder hereof in
person or by duly authorized attorney, upon surrender of
this certificate properly endorsed. This certificate and
the shares represented hereby are issued and shall be held
subject to all of the provisions of the Articles of
Incorporation of the Corporation to all of which the
holder by acceptance hereof assents. This certificate is
not valid until countersigned by the Transfer Agent.
<PAGE>
WITNESS the facsimile seal of Corporation and the
signatures of its duly authorized officers.
(signature Dated: (signature
at left of seal) at right of seal)
/s/ Andrew J. Donohue /s/ Bridget A. Macaskill
_______________________ ___________________
SECRETARY PRESIDENT
(centered at bottom)
1-1/2" diameter facsimile seal
with legend
Oppenheimer Quest Global Value Fund, Inc.
SEAL
1990
Maryland
(at lower right, printed
vertically) Countersigned
OPPENHEIMERFUNDS SERVICES
(A DIVISION OF OPPENHEIMERFUNDS, INC.)
Denver (CO) Transfer Agent
By ____________________________
Authorized Signature
II. BACK OF CERTIFICATE (text reads from top to bottom of 11"
dimension)
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entirety
JT TEN WROS NOT TC - as joint tenants with
rights of survivorship and not
as tenants in common
UNIF GIFT/TRANSFER MIN ACT - __________________ Custodian _______________
(Cust) (Minor)
UNDER UGMA/UTMA ___________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received ................ hereby sell(s), assign(s), and
transfer(s) unto
<PAGE>
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
AND PROVIDE CERTIFICATION BY TRANSFEREE
(box for identifying number)
_______________________________________________________________________
(Please print or type name and address of assignee)
______________________________________________________
________________________________________________Class C Shares of capital
stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint ___________________________ Attorney to transfer
the said shares on the books of the within named Corporation with full
power of substitution in the premises.
Dated: ______________________
Signed: __________________________
___________________________________
(Both must sign if joint owners)
Signature(s) __________________________
guaranteed Name of Guarantor
by: _____________________________
Signature of
Officer/Title
(text printed NOTICE: The signature(s) to this assignment must
vertically to right correspond with the name(s) as written upon the
of above paragraph) face of the certificate in every particular
without alteration or enlargement or any change
whatever.
(text printed in Signatures must be guaranteed by a financial
box to left of institution of the type described in the current
signature(s)) prospectus of the Corporation.
The Corporation will furnish to any stockholder, on request and without
charge, a full statement of the designations and any preferences,
conversion and other rights, voting powers, restrictions, limitations as
to dividends, qualifications and terms and conditions of redemption of the
stock of each class which the Corporation is authorized to issue.
<PAGE>
PLEASE NOTE: This document contains a watermark OppenheimerFunds
when viewed at an angle. It is invalid without this "four hands"
watermark: logotype
___________________________________________________
THIS SPACE MUST NOT BE COVERED IN ANY WAY
edgar\254cert.d
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made the 22nd day of November, 1995, by and between
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC., a Maryland Corporation
(hereinafter referred to as the "Company"), and OPPENHEIMER MANAGEMENT
CORPORATION (hereinafter referred to as "OMC").
WHEREAS, the Company is an open-end, diversified management
investment company registered as such with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "Investment Company Act"), and OMC is an investment adviser
registered as such with the Commission under the Investment Advisers
Act of 1940;
WHEREAS, the Company desires that OMC shall act as its investment
adviser pursuant to this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, it is agreed by and between the
parties, as follows:
1. General Provisions:
The Company hereby employs OMC and OMC hereby undertakes to
act as the investment adviser of the Company in connection with, and
for the benefit of, and to perform for the Company such other duties
and functions for the period and on such terms as set forth in this
Agreement. OMC shall, in all matters, give to the Company and its
Board of Directors (the "Directors") the benefit of its best judgement,
effort, advice and recommendations and shall, at all times conform to,
and use its best efforts to enable the Company to conform to (i) the
provisions of the Investment Company Act and any rules or regulations
thereunder; (ii) any other applicable provisions of state or Federal
law; (iii) the provisions of the Certificate of Incorporation and By-
Laws of the Company as amended from time to time; (iv) policies and
determinations of the Directors; (v) the fundamental policies and
investment restrictions as reflected in the registration statement of
the Company under the Investment Company Act or as such policies may,
from time to time, be amended and (vi) the Prospectus and Statement of
Additional Information in effect from time to time. The appropriate
officers and employees of OMC shall be available upon reasonable notice
for consultation with any of the Directors and officers of the Company
with respect to any matters dealing with the business and affairs of
the Company including the valuation of portfolio securities of the
Company which are either not registered for public sale or not traded
on any securities market.
2. Investment Management:
(a) OMC shall, subject to the direction and control by the
Directors, (i) regularly provide investment advise and recommendations
to the Company with respect to the investments, investment policies and
the purchase and sale of securities; (ii) supervise continuously the
investment program of the Company and the composition of its portfolio
and determine what securities shall be purchased or sold by; and(iii)
arrange, subject to the provisions of paragraph 7 hereof, for the
purchase of securities and other investments of the Company and the
sale of securities and other investments held in the portfolio.
(b) Provided that the Company shall not be required to pay
any compensation for services under this Agreement other than as
provided by the terms of the Agreement and subject to the provisions of
paragraph 7 hereof, OMC may obtain investment information, research or
assistance from any other person, firm or corporation to supplement,
update or otherwise improve its investment management services
including entering into sub-advisory agreements with other affiliated
or unaffiliated registered investment advisors to obtain specialized
services.
(c) Provided that nothing herein shall be deemed to protect
OMC 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, OMC 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.
(d) Nothing in this Agreement shall prevent OMC or any
entity controlling, controlled by or under common control with OMC or
any officer thereof from acting as investment adviser for any other
person, firm or corporation or in any way limit or restrict OMC or any
of its directors, officers, stockholders or employees from buying,
selling or trading any securities for its or their own account or for
the account of others for whom it or they may be acting, provided that
such activities will not adversely affect or otherwise impair the
performance by OMC of its duties and obligations under this Agreement.
3. Other Duties of OMC:
OMC shall, at its own expense, provide and supervise the
activities of all administrative and clerical personnel as shall be
required to provide effective corporate administration for the Company,
including the compilation and maintenance of such records with respect
to its operations as may reasonably be required; the preparation and
filing of such reports with respect thereto as shall be required by the
Commission; composition of periodic reports with respect to operations
of the Company for its shareholders; composition of proxy materials for
meetings of the Company's shareholders; and the composition of such
registration statements as may be required by Federal and state
securities laws for continuous public sale of Shares of the Company.
OMC shall, at its own cost and expense, also provide the Company with
adequate office space, facilities and equipment. OMC shall, at its own
expenses, provide such officers for the Company as the Board of
Directors may request.
4. Allocation of Expenses:
All other costs and expenses of the Company not expressly
assumed by OMC under this Agreement, or to be paid by the Distributor
of the Shares of the Company, shall be paid by the Company, including,
but not limited to: (i) interest, taxes and governmental fees; (ii)
brokerage commissions and other expenses incurred in acquiring or
disposing of the portfolio securities and other investments; (iii)
insurance premiums for fidelity and other coverage requisite to its
operations; (iv) compensation and expenses of its Directors other than
those affiliated with OMC; (v) legal and audit expenses; (vi) custodian
and transfer agent fees and expenses; (vii) expenses incident to the
redemption of its Shares; (viii) expenses incident to the issuance of
its Shares against payment therefor by or on behalf of the subscribers
thereto; (ix) fees and expenses, other than as hereinabove provided,
incident to the registration under Federal and state securities laws of
Shares of the Company for public sale; (x) expenses of printing and
mailing reports, notices and proxy materials to shareholders of the
Company; (xi) except as noted above, all other expenses incidental to
holding meetings of the Company's shareholders; and (xii) such
extraordinary non-recurring expenses as may arise, including
litigation, affecting the Company and any legal obligation which the
Company, may have to indemnify its officers and Directors with respect
thereto. Any officers or employees of OMC or any entity controlling,
controlled by, or under common control with OMC who also serve as
officers, Directors or employees of the Company shall not receive any
compensation from the Company thereof for their services.
5. Compensation of OMC:
The Company agrees to pay OMC and OMC agrees to accept as
full compensation for the performance of all functions and duties on
its part to be performed pursuant to the provisions hereof, a fee
computed on the total net asset value of the Company as of the close of
each business day and payable monthly at the annual rate set forth on
Schedule A hereto.
6. Use of Name "Oppenheimer" or "Quest For Value":
OMC hereby grants to the Company a royalty-free, non-
exclusive license to use the name "Oppenheimer" or "Quest For Value" in
the name of the Company for the duration of this Agreement and any
extensions or renewals thereof. To the extent necessary to protect
OMC's rights to the name "Oppenheimer" or "Quest For Value" under
applicable law, such license shall allow OMC to inspect and, subject to
control by the Company's Board, control the nature and quality of
services offered by the Company under such name and may, upon
termination of this Agreement, be terminated by OMC, in which event the
Company shall promptly take whatever action may be necessary to change
its name and discontinue any further use of the name "Oppenheimer" or
"Quest For Value" in the name of the Company or otherwise. The name
"Oppenheimer" and "Quest For Value" may be used or licensed by OMC in
connection with any of its activities, or licensed by OMC to any other
party.
7. Portfolio Transactions and Brokerage:
(a) OMC (and any Sub Advisor) is authorized, in arranging
the purchase and sale of the portfolio securities and other investments
of the Company 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 Company to obtain, at reasonable expense,
the "best execution" (prompt and reliable execution at the most
favorable security price obtainable) of the portfolio transactions of
the Company as well as to obtain, consistent with the provisions of
subparagraph (c) of this paragraph 7, the benefit of such investment
information or research as will be of significant assistance to the
performance by OMC of its investment management functions.
(b) OMC (and any Sub Advisor) shall select broker-dealers to
effect the portfolio transactions of the Company 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 OMC (or any Sub Advisor) 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 portfolio
transactions of the Company by participating therein for its own
account; the importance to each Series of the Company of speed,
efficiency or confidentiality; the broker-dealer's apparent familiarity
with sources from or to whom particular securities or other investments
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 Company.
(c) OMC (and any Sub Advisor) shall have discretion, in the
interest of the Company, to allocate brokerage on the portfolio
transactions of the Company to broker-dealers, other than an affiliated
broker-dealers, qualified to obtain best execution of such transactions
who provide brokerage and/or research services (as such services are
defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for
the Company and/or other accounts for which OMC or its affiliates (or
any Sub Advisor) exercise "investment discretion" (as that term is
defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and
to cause the Company to pay such broker-dealers a commission for
effecting a portfolio transaction for the Company 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 OMC 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 OMC or its
affiliates (or any Sub Advisor) with respect to accounts as to which
they exercise investment discretion. In reaching such determination,
OMC (or any Sub Advisor) 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, OMC (and any Sub
Advisor) shall be prepared to show that all commissions were allocated
for purposes contemplated by this Agreement and that the total
commissions paid by the Company over a representative period selected
by the Company's Directors were reasonable in relation to the benefits
to the Company.
(d) OMC (or any Sub Advisor) 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 Company for effecting its
portfolio transactions to the extent consistent with the interests and
policies of the Company as established by the determinations of the
Board of Directors of the Company and the provisions of this paragraph
7.
(e) The Company recognizes that an affiliated broker-dealer:
(i) may act as one of the Company's regular brokers for the Company so
long as it is lawful for it so to act; (ii) may be a major recipient of
brokerage commissions paid by the Company; and (iii) may effect
portfolio transactions for the Company only if the commissions, fees or
other renumeration 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 to be within the
permissible level of such commissions.
(f) Subject to the foregoing provisions of this paragraph 7,
OMC (and any Sub Advisor) may also consider sales of Shares of the
Company, and the other funds advised by OMC and its affiliates as a
factor in the selection of broker-dealers for its portfolio
transactions.
8. Duration:
This Agreement will take effect on the date first set forth
above. Unless earlier terminated pursuant to paragraph 10 hereof, this
Agreement shall remain in effect from year to year, so long as such
continuance shall be approved at least annually by the Company's Board
of Directors, including the vote of the majority of the Directors of
the Company who are not parties to this Agreement or "interested
persons" (as defined in the Investment Company Act) of any such party,
cast in person at a meeting called for the purpose of voting on such
approval, or by the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding voting securities of the
Company, and by such a vote of the Company's Board of Directors.
9. Termination.
This Agreement may be terminated (i) by OMC at any time
without penalty upon sixty days' written notice to the Company (which
notice may be waived by the Company); or (ii) by the Company at any
time without penalty upon sixty days' written notice to OMC (which
notice may be waived by OMC) provided that such termination by the
Company shall be directed or approved by the vote of a majority of all
of the Directors of the Company then in office or by the vote of the
holders of a "majority" of the outstanding voting securities of the
Company (as defined in the Investment Company Act).
10. Assignment or Amendment:
This Agreement may not be amended, or the rights of OMC
hereunder sold, transferred, pledged or otherwise in any manner
encumbered without the affirmative vote or written consent of the
holders of the "majority" of the outstanding voting securities of the
Company. This Agreement shall automatically and immediately terminate
in the event of its "assignment," as defined in the Investment Company
Act.
11. Definitions:
The terms and provisions of the Agreement shall be
interpreted and defined in a manner consistent with the provisions and
definitions contained in the Investment Company Act.
Notwithstanding any provision of this Agreement to the contrary,
OMC is not required under this Agreement to perform for the Company any
duties or functions set forth in the Administration Agreement between
the Company and OMC.
<PAGE>
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
Attest: ______________________ By: _______________________
Title: _______________________
OPPENHEIMER MANAGEMENT CORPORATION
Attest: /s/ Katherine P. Feld By: /s/ Andrew J. Donohue
Katherine P. Feld Andrew J. Donohue
Secretary Executive Vice President
<PAGE>
Schedule A
To
Investment Advisory Agreement
Between
Oppenheimer Quest Global Value Fund, Inc.
and
Oppenheimer Management Corporation
Name of Series Annual Fee as a Percentage of Daily Total Net
Assets
Oppenheimer Quest 0.75% of first $400 million of net assets
Global Value Fund, 0.70% of next $400 million of net assets
Inc. 0.65% of net assets over $800 million
SUBADVISORY AGREEMENT
THIS AGREEMENT is made by and between Oppenheimer Management
Corporation, a Colorado corporation (the "Adviser"), and OpCap
Advisors, a Delaware general partnership (the "Subadviser"), as of the
date set forth below.
RECITAL
WHEREAS, Oppenheimer Quest Global Value Fund, Inc. (the "Fund") is
registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), as an open-end, diversified management investment company;
WHEREAS, the Adviser is registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), as an investment adviser
and engages in the business of acting as an investment adviser;
WHEREAS, the Subadviser is registered under the Advisers Act as an
investment adviser and engages in the business of acting as an
investment adviser;
WHEREAS, the Adviser has entered into an Investment Advisory
Agreement as of the date hereof with the Fund (the "Investment Advisory
Agreement"), pursuant to which the Adviser shall act as investment
adviser with respect to the Fund; and
WHEREAS, pursuant to Paragraph 2 of the Investment Advisory
Agreement, the Adviser wishes to retain the Subadviser for purposes of
rendering investment advisory services to the Adviser in connection
with the Fund upon the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of
which are hereby acknowledged, the parties hereto agree as follows:
I. Appointment and Obligations of the Adviser.
The Adviser hereby appoints the Subadviser to render, to the
Adviser with respect to the Fund, investment research and advisory
services as set forth below in Section II, under the supervision of the
Adviser and subject to the approval and direction of the Fund's Board
of Directors (the "Board"), and the Subadviser hereby accepts such
appointment, all subject to the terms and conditions contained herein.
The Subadviser shall, for all purposes herein, be deemed an independent
contractor and shall not have, unless otherwise expressly provided or
authorized, any authority to act for or represent the Fund in any way
or otherwise to serve as or be deemed an agent of the Fund.
<PAGE>
II. Duties of the Subadviser and the Adviser.
A. Duties of the Subadviser.
The Subadviser shall regularly provide investment advice with
respect to the Fund and shall, subject to the terms of this Agreement,
continuously supervise the investment and reinvestment of cash,
securities and instruments or other property comprising the assets of
the Fund, and in furtherance thereof, the Subadviser's duties shall
include:
1. Obtaining and evaluating pertinent information about
significant developments and economic, statistical and
financial data, domestic, foreign or otherwise, whether
affecting the economy generally or the Fund, and whether
concerning the individual issuers whose securities are
included in the Fund or the activities in which such issuers
engage, or with respect to securities which the Subadviser
considers desirable for inclusion in the Fund's investment
portfolio;
2. Determining which securities shall be purchased, sold or
exchanged by the Fund or otherwise represented in the Fund's
investment portfolio and regularly reporting thereon to the
Adviser and, at the request of the Adviser, to the Board;
3. Formulating and implementing continuing programs for the
purchases and sales of the securities of such issuers and
regularly reporting thereon to the Adviser and, at the
request of the Adviser, to the Board; and
4. Taking, on behalf of the Fund, all actions that appear
to the Subadviser necessary to carry into effect such
investment program, including the placing of purchase and
sale orders, and making appropriate reports thereon to the
Adviser and the Board.
B. Duties of the Adviser.
The Adviser shall retain responsibility for, among other things,
providing the following advice and services with respect to the Fund:
1. Without limiting the obligation of the Subadviser to so
comply, the Adviser shall monitor the investment program
maintained by the Subadviser for the Fund to ensure that
the Fund's assets are invested in compliance with this
Agreement and the Fund's Registration Statement, as
currently in effect from time to time; and
2. The Adviser shall oversee matters relating to Fund
promotion, including, but not limited to, marketing
materials and the Subadviser's reports to the Board.
III. Representations, Warranties and Covenants.
A. Representations, Warranties and Covenants of the Subadviser.
1. Organization. The Subadviser is now, and will continue
to be, a general partnership duly formed and validly existing
under the laws of its jurisdiction of formation, fully
authorized to enter into this Agreement and carry out its
duties and obligations hereunder.
2. Registration. The Subadviser is registered as an
investment adviser with the Securities and Exchange
Commission (the "SEC") under the Advisers Act, and is
registered or licensed as an investment adviser under the
laws of all jurisdictions in which its activities require it
to be so registered or licensed, except where the failure to
be so licensed would not have a material adverse effect on
the Subadviser. The Subadviser shall maintain such
registration or license in effect at all times during the
term of this Agreement.
3. Best Efforts. The Subadviser at all times shall provide
its best judgment and effort to the Adviser and the Fund in
carrying out its obligations hereunder.
4. Other Covenants. The Subadviser further agrees that:
a. it will use the same skill and care in providing
such services as it uses in providing services to
other accounts for which it has investment
management responsibilities;
b. it will not make loans to any person to purchase or
carry shares of the Fund or make loans to the Fund;
c. it will report regularly to the Fund and to the
Adviser and will make appropriate persons available
for the purpose of reviewing with representatives
of the Adviser on a regular basis the management of
the Fund, including, without limitation, review of
the general investment strategy of the Fund,
economic considerations and general conditions
affecting the marketplace;
d. as required by applicable laws and regulations, it
will maintain books and records with respect to the
Fund's securities transactions and it will furnish
to the Adviser and to the Board such periodic and
special reports as the Adviser or the Board may
reasonably request;
e. it will treat confidentially and as proprietary
information of the Fund all records and other
information relative to the Fund, and will not use
records and information for any purpose other than
performance of its responsibilities and duties
hereunder, except after prior notification to and
approval in writing by the Fund or when so
requested by the Fund or required by law or
regulation;
f. it will, on a continuing basis and at its own
expense, (1) provide the distributor of the Fund
(the "Distributor") with assistance in the
distribution and marketing of the Fund in such
amount and form as the Adviser may reasonably
request from time to time, and (2) use its best
efforts to cause the portfolio manager or other
person who manages or is responsible for overseeing
the management of the Fund's portfolio (the
"Portfolio Manager") to provide marketing and
distribution assistance to the Distributor,
including, without limitation, conference calls,
meetings and road trips, provided that each
Portfolio Manager shall not be required to devote
more than 10% of his or her time to such marketing
and distribution activities;
g. it will use its reasonable best efforts (i) to
retain the services of the Portfolio Manager who
manages the portfolio of the Fund, from time to
time and (ii) to promptly obtain the services of a
Portfolio Manager acceptable to the Adviser if the
services of the Portfolio Manager are no longer
available to the Subadviser;
h. it will, from time to time, assure that each
Portfolio Manager is acceptable to the Adviser;
i. it will obtain the written approval of the Adviser
prior to designating a new Portfolio Manager;
provided, however, that, if the services of a
Portfolio Manager are no longer available to the
Subadviser due to circumstances beyond the
reasonable control of the Subadviser (e.g.,
voluntary resignation, death or disability), the
Subadviser may designate an interim Portfolio
Manager who (a) shall be reasonably acceptable to
the Adviser and (b) shall function for a reasonable
period of time until the Subadviser designates an
acceptable permanent replacement; and
j. it will promptly notify the Adviser of any
impending change in Portfolio Manager, portfolio
management or any other material matter that may
require disclosure to the Board, shareholders of
the Fund or dealers.
B. Representations, Warranties and Covenants of the Adviser.
1. Organization. The Adviser is now, and will continue to
be, duly organized and in good standing under the laws of its
state of incorporation, fully authorized to enter into this
Agreement and carry out its duties and obligations hereunder.
2. Registration. The Adviser is registered as an
investment adviser with the SEC under the Advisers Act, and
is registered or licensed as an investment adviser under the
laws of all jurisdictions in which its activities require it
to be so registered or licensed. The Adviser shall maintain
such registration or license in effect at all times during
the term of this Agreement.
3. Best Efforts. The Adviser at all times shall provide
its best judgment and effort to the Fund in carrying out its
obligations hereunder. For a period of five years from the
date hereof, and subject to the Adviser's fiduciary
obligations to the Fund and its shareholders, the Adviser
will not recommend to the Board that the Fund be reorganized
into another Fund unless the total net assets of the Fund are
less than $100 million at the time of such reorganization.
IV. Compliance with Applicable Requirements.
In carrying out its obligations under this Agreement, the
Subadviser shall at all times conform to:
A. all applicable provisions of the 1940 Act and any rules and
regulations adopted thereunder;
B. the provisions of the registration statement of the Fund, as
the same may be amended from time to time, under the
Securities Act of 1933, as amended, and the 1940 Act;
C. the provisions of the Fund's Certificate of Incorporation or
other governing document, as amended from time to time;
D. the provisions of the By-laws of the Fund, as amended from
time to time;
E. any other applicable provisions of state or federal law; and
F. guidelines, investment restrictions, policies, procedures or
instructions adopted or issued by the Fund or the Adviser
from time to time.
The Adviser shall promptly notify the Subadviser of any changes or
amendments to the provisions of B., C., D. and F. above when such
changes or amendments relate to the obligations of the Subadviser.
V. Control by the Board.
Any investment program undertaken by the Subadviser pursuant to
this Agreement, as well as any other activities undertaken by the
Subadviser with respect to the Fund, shall at all times be subject to
any directives of the Adviser and the Board.
VI. Books and Records.
The Subadviser agrees that all records which it maintains for the
Fund on behalf of the Adviser are the property of the Fund and further
agrees to surrender promptly to the Fund or to the Adviser any of such
records upon request. The Subadviser further agrees to preserve for
the periods prescribed by applicable laws, rules and regulations all
records required to be maintained by the Subadviser on behalf of the
Adviser under such applicable laws, rules and regulations, or such
longer period as the Adviser may reasonably request from time to time.
VII. Broker-Dealer Relationships.
A. Portfolio Trades.
The Subadviser, at its own expense, and to the extent
appropriate, in consultation with the Adviser, shall place all orders
for the purchase and sale of portfolio securities for the Fund with
brokers or dealers selected by the Subadviser, which may include, to
the extent permitted by the Adviser and the Fund, brokers or dealers
affiliated with the Subadviser. The Subadviser shall use its best
efforts to seek to execute portfolio transactions at prices that are
advantageous to the Fund and at commission rates that are reasonable in
relation to the benefits received.
B. Selection of Broker-Dealers.
With respect to the execution of particular transactions, the
Subadviser may, to the extent permitted by the Adviser and the Fund,
select brokers or dealers who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended) to the Fund and/or the other
accounts over which the Subadviser or its affiliates exercise
investment discretion. The Subadviser is authorized to pay a broker or
dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Fund that is in excess of
the amount of commission another broker or dealer would have charged
for effecting that transaction if the Subadviser determines in good
faith that such amount of commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or
dealer. This determination may be viewed in terms of either that
particular transaction or the overall responsibilities that the
Subadviser and its affiliates have with respect to accounts over which
they exercise investment discretion. The Adviser, Subadviser and the
Board shall periodically review the commissions paid by the Fund to
determine, among other things, if the commissions paid over
representative periods of time were reasonable in relation to the
benefits received.
C. Soft Dollar Arrangements.
The Subadviser may enter into "soft dollar" arrangements
through the agency of third parties on behalf of the Adviser. Soft
dollar arrangements for services may be entered into in order to
facilitate an improvement in performance in respect of the Subadviser's
service to the Adviser with respect to the Fund. The Subadviser makes
no direct payments but instead undertakes to place business with
broker-dealers who in turn pay third parties who provide these
services. Soft dollar transactions will be conducted on an arm's-
length basis, and the Subadviser will secure best execution for the
Adviser. Any arrangements involving soft dollars and/or brokerage
services shall be effected in compliance with Section 28(e) of the
Securities Exchange Act of 1934, as amended, and the policies that the
Adviser and the Board may adopt from time to time. The Subadviser
agrees to provide reports to the Adviser as necessary for purposes of
providing information on these arrangements to the Board.
VIII. Compensation.
A. Amount of Compensation. The Adviser shall pay the
Subadviser, as compensation for services rendered hereunder,
from its own assets, an annual fee, payable monthly, equal to
40% of the investment advisory fee and administration fee
collected by the Adviser from the Fund, based on the total
net assets of the Fund existing as of the date hereof (the
"base amount"), plus 30% of the advisory fee collected by the
Adviser, based on the total net assets of the Fund that
exceed the base amount (the "marginal amount"), in each case
calculated after any waivers, voluntary or otherwise.
B. Calculation of Compensation. Except as hereinafter set
forth, compensation under this Agreement shall be calculated
and accrued on the same basis as the advisory fee paid to the
Adviser by the Fund. If this Agreement becomes effective
subsequent to the first day of a month or shall terminate
before the last day of a month, compensation for that part of
the month this Agreement is in effect shall be prorated in a
manner consistent with the calculation of the fees set forth
above.
C. Payment of Compensation: Subject to the provisions of this
paragraph, payment of the Subadviser's compensation for the
preceding month shall be made within 15 days after the end of
the preceding month.
D. Reorganization of the Fund. If the Fund is reorganized with
another investment company for which the Subadviser does not
serve as an investment adviser or subadviser, and the Fund is
the surviving entity, the subadvisory fee payable under this
section shall be adjusted in an appropriate manner as the
parties may agree.
IX. Allocation of Expenses.
The Subadviser shall pay the expenses incurred in providing
services in connection with this Agreement, including, but not limited
to, the salaries, employment benefits and other related costs of those
of its personnel engaged in providing investment advice to the Fund
hereunder, including, without limitation, office space, office
equipment, telephone and postage costs and other expenses. In the
event of an "assignment" of this Agreement, other than an assignment
resulting solely by action of the Adviser or an affiliate thereof, the
Subadviser shall be responsible for payment of all costs and expenses
incurred by the Adviser and the Fund relating thereto, including, but
not limited to, reasonable legal, accounting, printing and mailing
costs related to obtaining approval of Fund shareholders.
X. Non-Exclusivity.
The services of the Subadviser with respect to the Fund are not to
be deemed to be exclusive, and the Subadviser shall be free to render
investment advisory and administrative or other services to others
(including other investment companies) and to engage in other
activities, subject to the provisions of a certain Agreement Not to
Compete dated as of November 22, 1995 among the Adviser, Oppenheimer
Capital, the Subadviser and Quest For Value Distributors (the
"Agreement Not to Compete"). It is understood and agreed that officers
or directors of the Subadviser may serve as officers or directors of
the Adviser or of the Fund; that officers or directors of the Adviser
or of the Fund may serve as officers or directors of the Subadviser to
the extent permitted by law; and that the officers and directors of the
Subadviser are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from
serving as partners, officers, directors or trustees of any other firm
or trust, including other investment advisory companies (subject to the
provisions of the Agreement Not to Compete), provided it is permitted
by applicable law and does not adversely affect the Fund.
XI. Term.
This Agreement shall become effective at the close of business on
the date hereof and shall remain in force and effect, subject to
Paragraphs XII.A and XII.B hereof and approval by the Fund's
shareholders, for a period of two years from the date hereof.
XII. Renewal.
Following the expiration of its initial two-year term, the
Agreement shall continue in full force and effect from year to year
for a period of eight years, provided that such continuance is
specifically approved:
A. at least annually (1) by the Board or by the vote of a
majority of the Fund's outstanding voting securities (as
defined in Section 2(a)(42) of the 1940 Act), and (2) by the
affirmative vote of a majority of the directors who are not
parties to this Agreement or interested persons of a party to
this Agreement (other than as a director of the Fund), by
votes cast in person at a meeting specifically called for
such purpose; or
B. by such method required by applicable law, rule or regulation
then in effect.
XIII. Termination.
A. Termination by the Fund. This Agreement may be terminated at
any time, without the payment of any penalty, by vote of the
Board or by vote of a majority of the Fund's outstanding
voting securities, on sixty (60) days' written notice. The
notice provided for herein may be waived by the party
required to be notified.
B. Assignment. This Agreement shall automatically terminate in
the event of its "assignment," as defined in Section 2 (a)
(4) of the 1940 Act. In the event of an assignment that
occurs solely due to the change in control of the Subadviser
(provided that no condition exists that permits, or, upon the
consummation of the assignment, will permit, the termination
of this Agreement by the Adviser pursuant to Section XIII. D.
hereof), the Adviser and the Subadviser, at the sole expense
of the Subadviser, shall use their reasonable best efforts to
obtain shareholder approval of a successor Subadvisory
Agreement on substantially the same terms as contained in
this Agreement.
C. Payment of Fees After Termination. Notwithstanding the
termination of this Agreement prior to the tenth anniversary
of the date hereof, the Adviser shall continue to pay to the
Subadviser the subadvisory fee for the term of this Agreement
and any renewals thereof through such tenth anniversary, if:
(1) the Adviser or the Fund terminates this Agreement for a
reason other than the reasons set forth in Section XIII.D.
hereof, provided the Investment Advisory Agreement remains in
effect; (2) the Fund reorganizes with another investment
company advised by the Adviser (or an affiliate of the
Adviser) and for which the Subadviser does not serve as an
investment adviser or subadviser and such other investment
company is the surviving entity; or (3) the Investment
Advisory Agreement terminates (i) by reason of an
"assignment;" (ii) because the Adviser is disqualified from
serving as an investment adviser; or (iii) by reason of a
voluntary termination by the Adviser; provided that the
Subadviser does not serve as the investment adviser or
subadviser of the Fund after such termination of the
Investment Advisory Agreement. The amount of the subadvisory
fee paid pursuant to this section shall be calculated on the
basis of the Fund's net assets measured at the time of such
termination or such reorganization. Notwithstanding anything
to the contrary, if the Subadviser terminates this Agreement
or if this Agreement is terminated by operation of law, due
solely to an act or omission by the Subadviser, Oppenheimer
Capital ("OpCap") or their respective partners, subsidiaries,
directors, officers, employees or agents (other than by
reason of an "assignment"of this Agreement), then the Adviser
shall not be liable for any further payments under this
Agreement, provided, however, that if at any time prior to
the end of the term of the Agreement Not to Compete any event
that would have permitted the termination of this Agreement
by the Adviser pursuant to Section XIII. D. (3) hereof
occurs, the Adviser shall be under no further obligation to
pay any subadvisory fees.
D. Termination by the Adviser. The Adviser may terminate this
Agreement without penalty and without the payment of any fee
or penalty, immediately after giving written notice, upon the
occurrence of any of the following events:
1. The Fund's investment performance of the Fund's Class A
shares compared to the appropriate universe of Class A
shares (or their equivalent), as set forth on Schedule
D-1, as amended from time to time, ranks in the bottom
quartile for two consecutive calendar years (beginning
with the calendar year 1995) and earns a Morningstar
three-year rating of less than three (3) stars at the
time of such termination; or
2. Any of the Subadviser, OpCap, their respective partners,
subsidiaries, affiliates, directors, officers, employees
or agents engages in an action or omits to take an
action that would cause the Subadviser or OpCap to be
disqualified in any manner under Section 9(a) of the
1940 Act, if the SEC were not to grant an exemptive
order under Section 9(c) thereof or that would
constitute grounds for the SEC to deny, revoke or
suspend the registration of the Subadviser as an
investment adviser with the SEC;
3. Any of OpCap, the Subadviser, their respective partners,
subsidiaries, affiliates, directors, officers, employees
or agents causes a material violation of the Agreement
Not to Compete which is not cured in accordance with the
provisions of that agreement; or
4. The Subadviser breaches the representations contained in
Paragraph III.A.4.i. of this Agreement or any other
material provision of this Agreement, and any such
breach is not cured within a reasonable period of time
after notice thereof from the Adviser to the Subadviser.
However, consistent with its fiduciary obligations, for
a period of seven months the Adviser will not terminate
this Agreement solely because the Subadviser has failed
to designate an acceptable permanent replacement to a
Portfolio Manager whose services are no longer available
to the Subadviser due to circumstances beyond the
reasonable control of the Subadviser, provided that the
Subadviser uses its reasonable best efforts to promptly
obtain the services of a Portfolio Manager acceptable to
the Adviser and further provided that the Adviser has
not unreasonably withheld approval of such replacement
Portfolio Manager.
E. Transactions in Progress upon Termination. The Adviser and
Subadviser will cooperate with each other to ensure that
portfolio or other transactions in progress at the date of
termination of this Agreement shall be completed by the
Adviser in accordance with the terms of such transactions,
and to this end the Subadviser shall provide the Adviser with
all necessary information and documentation to secure the
implementation thereof.
XIV. Non-Solicitation.
During the term of this Agreement, the Adviser (and its affiliates
under its control) shall not solicit or knowingly assist in the
solicitation of any Portfolio Manager of the Fund or any portfolio
assistant of the Fund then employed by the Subadviser or OpCap,
provided, however, that the Adviser (or its affiliates) may solicit or
hire any such individual who (A) the Subadviser or OpCap (or its
affiliates) has terminated or (B) has voluntarily terminated his or her
employment with the Subadviser, OpCap (or its affiliates) without
inducement of the Adviser (or its affiliates under its control) prior
to the time of such solicitation. Advertising in general circulation
newspapers or industry newsletters by the Adviser shall not constitute
"inducement" by the Adviser (or its affiliates under its control).
XV. Liability of the Subadviser.
In the absence of willful misfeasance, bad faith, negligence or
reckless disregard of obligations or duties hereunder on the part of
the Subadviser or any of its officers, directors or employees, the
Subadviser shall not be subject to liability to the Adviser for any act
or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security; provided, however, that the foregoing
shall not be construed to relieve the Subadviser of any liability it
may have arising under the Agreement Not to Compete or the Acquisition
Agreement dated August 15, 1995, among the Subadviser, the Adviser and
certain affiliates of the Subadviser.
XVI. Notices.
Any notice or other communication required or that may be given
hereunder shall be in writing and shall be delivered personally,
telecopied, sent by certified, registered or express mail, postage
prepaid or sent by national next-day delivery service and shall be
deemed given when so delivered personally or telecopied, or if mailed,
two days after the date of mailing, or if by next-day delivery service,
on the business day following delivery thereto, as follows or to such
other location as any party notifies any other party:
A. if to the Adviser, to:
Oppenheimer Management Corporation
Two World Trade Center
New York, New York 10048-0203
Attention: Andrew J. Donohue
Executive Vice President and General Counsel
Telecopier: 212-321-1159
B. if to the Subadviser, to:
Quest For Value Advisors
c/o Oppenheimer Capital
225 Liberty Street
New York, New York 10281
Attention: Thomas E. Duggan
Secretary and General Counsel
Telecopier: 212-349-4759
XVII. Questions of Interpretation.
This Agreement shall be governed by the laws of the State of New
York applicable to agreements made and to be performed entirely within
the State of New York (without regard to any conflicts of law
principles thereof). Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by
reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States Courts or, in the
absence of any controlling decision of any such court, by rules,
regulations or orders of the SEC issued pursuant to the 1940 Act. In
addition, where the effect of a requirement of the 1940 Act reflected
in any provision of this Agreement is revised by rule, regulation or
order of the SEC, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.
XVIII. Form ADV - Delivery.
The Adviser hereby acknowledges that it has received from the
Subadviser a copy of the Subadviser's Form ADV, Part II as currently
filed, at least 48 hours prior to entering into this Agreement and that
it has read and understood the disclosures set forth in the
Subadviser's Form ADV, Part II.
XIX. Miscellaneous.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their
respective successors.
XX. Counterparts.
This Agreement may be executed in counterparts, each of which
shall constitute an original and both of which, collectively, shall
constitute one agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed in duplicate by their respective officers as of the 22nd
day of November, 1995.
OPPENHEIMER MANAGEMENT CORPORATION
By:/s/ Andrew J. Donohue
Name: Andrew J. Donohue
Title: Executive Vice President
ADVISORS
By: OPPENHEIMER FINANCIAL CORP.
a general partner
By:____________________________________
Name:
Title:
<PAGE>
The universe of funds to which Class A shares of funds subadvised
by OpCap Advisors will be compared to so that it can be determined in
which quartile the performance ranks shall consist of those funds with
the same Lipper investment objective being offered as the only class of
shares of such fund or, in the case where there is more than one class
of shares being offered, with a front-end load (typically referred to
as Class A shares).
The present Lipper investment objective categories for the funds
are:
Fund Lipper Category
Oppenheimer Quest Value Fund, Inc. CA - Capital
Appreciation
Oppenheimer Quest Global Value Fund, Inc. GL - Global
Oppenheimer Quest Opportunity Value Fund FX - Flexible Portfolio
Oppenheimer Quest Small Cap Value Fund SG - Small Company
Growth
Oppenheimer Quest Growth & Income Value Fund GI - Growth & Income
Oppenheimer Quest Officers Value Fund To Be Determined
Oppenheimer Quest Global Value Fund, Inc.
ADMINISTRATION AGREEMENT
AGREEMENT made November 22, 1995, by and between OPPENHEIMER QUEST
GLOBAL VALUE FUND, INC., a Maryland corporation (the "Company") and
OPPENHEIMER MANAGEMENT CORPORATION, a Colorado corporation (the
"Administrator").
WHEREAS, the Company is an open-end, diversified, management
investment company registered with the Securities and Exchange
Commission (the "Commission") pursuant to the Investment Company Act of
1940 (the "1940 Act") and the Administrator is engaged in the business
of providing investment management and advisory services;
NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, the Company and the Administrator
agree as follows:
1. General Provisions:
The Company hereby employs the Administrator and the
Administrator hereby undertakes to act as the corporate administrator
of the Company and to perform for the Company such other duties and
functions for the period and on such terms as are set forth in this
Agreement. In performing its duties hereunder, the Administrator shall
at all times conform to, and use its best efforts to enable the Company
to conform to:
(a) the provisions of the 1940 Act and any rules or
regulations thereunder;
(b) any other applicable provisions of state or federal law;
(c) the provisions of the articles of incorporation and by-
laws of the Company as amended from time to time;
(d) the policies and determinations of the Company's Board
of Directors;
(e) the investment objectives and policies and investment
restrictions of the Company as reflected in its registration statement
under the 1940 Act or as such objectives, policies and restrictions may
from time to time be amended; and
(f) the Prospectus, if any, of the Company in effect from
time to time. The appropriate officers and employees of the
Administrator shall be available upon reasonable notice for
consultation with any of the Company's directors or officers with
respect to any matters relating to the Administrator's duties and
functions under this Agreement.
2. Administration:
(a) the Administrator shall, subject to the direction and
control of the Company's Board of Directors: (i) provide the Company
with adequate office space, facilities, equipment and personnel; (ii)
determine and publish the Company's net asset value in accordance with
such policies as may be adopted from time to time by the Company's
Board of Directors; (iii) compile and maintain the Company's books and
records with respect to its operations as required by Rule 31a-1 under
the 1940 Act and such other records as may reasonably be required; (iv)
prepare the Company's proxy materials for annual and special meetings
of the Company's shareholders, as well as semi-annual reports to
shareholders; (v) prepare such financial or other information required
for the Company's reports to the Commission; and (vi) respond to or
refer to the Company's officers or transfer agents, shareholders'
inquiries relating to the Company.
(b) so long as the Administrator shall have acted with due
care and in good faith, the Administrator shall not be liable to the
Company, its shareholders or others for losses resulting from any error
in judgement, mistake of law or any other act or omission in the course
of or connected with, rendering services hereunder. Nothing herein
contained shall, however, be construed to protect the Administrator
against any liability to the Company or its shareholders arising out of
the Administrator's willful misfeasance, bad faith or gross negligence
in the performance of its duties or reckless disregard of its
obligations and duties under this Agreement.
(c) nothing in this Agreement shall prevent the
Administrator or any entity controlling, controlled by or under common
control with the Administrator or any officer thereof from acting as an
administrator or an investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict the activities
of the Administrator or any entity controlling, controlled by or under
common control with the Administrator or any of its directors,
officers, stockholders or employees if such activities will not
adversely affect or otherwise impair the performance by the
Administrator of its duties and obligations under this Agreement.
3. Allocation of Expenses:
The Administrator will bear all costs and expenses of its
employees and overhead incurred by it in connection with its duties
hereunder. All other expenses (other than those to be paid by the
Company's investment adviser under an investment advisory agreement, by
any underwriter under an underwriting agreement concerning the
Company's shares or by the Company's distributor under a distribution
agreement), shall be paid by the Company, including, but not limited
to:
(a) interest expense, taxes and governmental fees;
(b) brokerage commissions and other expenses incurred in
acquiring or disposing of the Company's portfolio securities;
(c) insurance premiums for fidelity and other coverage
requisite to the Company's operations;
(d) fees of the Company's directors other than those who are
interested persons of the Administrator and out-of-pocket travel
expenses for all directors and other expenses incurred by the Company
in connection with directors' meetings;
(e) outside legal and audit expenses;
(f) custodian, dividend disbursing and transfer agent fees
and expenses;
(g) expenses in connection with the issuance, offering,
distribution, sale or underwriting of securities issued by the Company,
including preparation of stock certificates;
(h) fees and expenses, other than as hereinabove provided,
incident to the registration or qualification of the Company's shares
for sale with the Commission and in various states and foreign
jurisdictions;
(i) expenses of printing and mailing reports and notices and
proxy material to the Company's shareholders;
(j) all other expenses incidental to holding regular annual
meetings of the Company's shareholders;
(k) such extraordinary non-recurring expenses as may arise,
including litigation affecting the Company and the legal litigation
affecting the Company and the legal obligation which the Company may
have to indemnify its officers and directors with respect thereto.
Notwithstanding the foregoing, the Administrator shall pay all
salaries and fees of the Company's officers and directors who are
interested persons of the Administrator.
4. Compensation of the Administrator:
The Company agrees to pay the Administrator and the
Administrator agrees to accept as full compensation for the performance
of all its functions and duties to be performed hereunder, an annual
fee equal to an amount computed by applying an annual percentage rate
of 0.25% to the Company's daily net assets. Determination of net asset
value will be made in accordance with the policies disclosed in the
Company's registration statement under the 1940 Act. The fee is
payable at the end of each calendar month.
5. Duration:
This Agreement will become effective as of the date hereof.
This Agreement will continue in effect for two years from the date
hereof and thereafter (unless sooner terminated in accordance with this
Agreement) for successive periods of twelve months so long as each
continuance shall be specifically approved at least annually by (1) the
vote of a majority of those directors who are not parties to this
Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval, (2) a
majority of the Board of Directors of the Company or by a vote of a
majority of the outstanding voting securities of the Company.
6. Termination:
This Agreement may be terminated (i) by the Administrator at
any time, without payment of any penalty upon giving the Company one
hundred twenty (120) days' written notice (which notice may be waived
by the Company) or (ii) by the Company at any time, without payment of
any penalty upon sixty (60) days' written notice to the Administrator
(which notices may be waived by the Administrator), provided that such
termination by the Company shall be directed or approved by the vote of
the majority of all of the directors of the Company or by the vote of a
majority of the outstanding voting securities of the Company.
7. Assignment or Amendment:
This Agreement may be amended only if such amendment is
specifically approved by (i) the vote of the outstanding voting
securities of the Company and (ii) a majority of the Board of Directors
of the Company, including a majority of those directors who are not
parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such
approval. This Agreement shall automatically and immediately terminate
in the event of its assignment as defined in the 1940 Act and the rule
thereunder.
8. Governing Law:
This Agreement shall be interpreted in accordance with the
laws of the State of New York and the applicable provisions of the 1940
Act and the rules thereunder. To the extent that the applicable laws
of the State of New York, or any of the provisions herein, conflict
with the applicable provisions of the 1940 Act, the latter shall
control.
9. Severability.
If any provisions of this Agreement shall be held or made
unenforceable by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected hereby.
10. As used in this Agreement, the terms "interested person" and
"vote of a majority of the outstanding voting securities of the
Company" shall have the respective meanings set forth in Sections
2(a)(19) and 2(a)(42) of the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
Attest: ______________________ By: _______________________
Title: _______________________
OPPENHEIMER MANAGEMENT
CORPORATION
Attest: /s/ Katherine P. Feld By: /s/ Andrew J. Donohue
Katherine P. Feld Andrew J. Donohue
Secretary Executive Vice President
GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
OPPENHEIMER/QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
AND
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
Date: October ____, 1995
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
Two World Trade Center, Suite 3400
New York, NY 10048-0203
Dear Sirs:
OPPENHEIMER/QUEST FOR VALUE GLOBAL EQUITY FUND, INC., a Maryland
corporation (the "Fund"), is registered as an investment company under the
Investment Company Act of 1940 (the "1940 Act"), consisting of one or more
series ("Series") and an indefinite number of one or more classes of its
shares of beneficial interest for each Series ("Shares") have been
registered under the Securities Act of 1933 (the "1933 Act") to be offered
for sale to the public in a continuous public offering in accordance with
the terms and conditions set forth in the Prospectus and Statement of
Additional Information ("SAI") included in the Fund's Registration
Statement as it may be amended from time to time (the "current Prospectus
and/or SAI").
In this connection, the Fund desires that your firm (the "General
Distributor") act in a principal capacity as General Distributor for the
sale and distribution of Shares which have been registered as described
above and of any additional Shares which may become registered during the
term of this Agreement. You have advised the Fund that you are willing
to act as such General Distributor, and it is accordingly agreed by and
between us as follows:
1. Appointment of the Distributor. The Fund hereby appoints you
as the sole General Distributor, pursuant to the aforesaid continuous
public offering of its Shares, and the Fund further agrees from and after
the date of this Agreement, that it will not, without your consent, sell
or agree to sell any Shares otherwise than through you, except (a) the
Fund may itself sell Shares without sales charge as an investment to the
officers, trustees or directors and bona fide present and former full-time
employees of the Fund, the Fund's Investment Adviser and affiliates
thereof, and to other investors who are identified in the current
Prospectus and/or SAI as having the privilege to buy Shares at net asset
value; (b) the Fund may issue Shares in connection with a merger,
consolidation or acquisition of assets on such basis as may be authorized
or permitted under the 1940 Act; (c) the Fund may issue Shares for the
reinvestment of dividends and other distributions of the Fund or of any
other Fund if permitted by the current Prospectus and/or SAI; and (d) the
Fund may issue Shares as underlying securities of a unit investment trust
if such unit investment trust has elected to use Shares as an underlying
investment; provided that in no event as to any of the foregoing
exceptions shall Shares be issued and sold at less than the then-existing
net asset value.
2. Sale of Shares. You hereby accept such appointment and agree
to use your best efforts to sell Shares, provided, however, that when
requested by the Fund at any time because of market or other economic
considerations or abnormal circumstances of any kind, or when agreed to
by mutual consent of the Fund and the General Distributor, you will
suspend such efforts. The Fund may also withdraw the offering of Shares
at any time when required by the provisions of any statute, order, rule
or regulation of any governmental body having jurisdiction. It is
understood that you do not undertake to sell all or any specific number
of Shares.
3. Sales Charge. Shares shall be sold by you at net asset value
plus a front-end sales charge not in excess of 8.5% of the offering price,
but which front-end sales charge shall be proportionately reduced or
eliminated for larger sales and under other circumstances, in each case
on the basis set forth in the Fund's current Prospectus and/or SAI. The
redemption proceeds of shares offered and sold at net asset value with or
without a front-end sales charge may be subject to a contingent deferred
sales charge ("CDSC") under the circumstances described in the current
Prospectus and/or SAI. You may reallow such portion of the front-end
sales charge to dealers or cause payment (which may exceed the front-end
sales charge, if any) of commissions to brokers through which sales are
made, as you may determine, and you may pay such amounts to dealers and
brokers on sales of shares from your own resources (such dealers and
brokers shall collectively include all domestic or foreign institutions
eligible to offer and sell the Shares), and in the event the Fund has more
than one Series or class of Shares outstanding, then you may impose a
front-end sales charge and/or a CDSC on Shares of one Series or one class
that is different from the charges imposed on Shares of the Fund's other
Series or class(es), in each case as set forth in the current Prospectus
and/or SAI, provided the front-end sales charge and CDSC to the ultimate
purchaser do not exceed the respective levels set forth for such category
of purchaser in the Fund's current Prospectus and/or SAI.
4. Purchase of Shares.
(a) As General Distributor, you shall have the right to accept
or reject orders for the purchase of Shares at your
discretion. Any consideration which you may receive in
connection with a rejected purchase order will be returned
promptly.
(b) You agree promptly to issue or to cause the duly appointed
transfer or shareholder servicing agent of the Fund to
issue as your agent confirmations of all accepted purchase
orders and to transmit a copy of such confirmations to the
Fund. The net asset value of all Shares which are the
subject of such confirmations, computed in accordance with
the applicable rules under the 1940 Act, shall be a
liability of the General Distributor to the Fund to be
paid promptly after receipt of payment from the
originating dealer or broker (or investor, in the case of
direct purchases) and not later than eleven business days
after such confirmation even if you have not actually
received payment from the originating dealer or broker or
investor. In no event shall the General Distributor make
payment to the Fund later than permitted by applicable
rules of the National Association of Securities Dealers,
Inc.
(c) If the originating dealer or broker shall fail to make
timely settlement of its purchase order in accordance with
applicable rules of the National Association of Securities
Dealers, Inc., or if a direct purchaser shall fail to make
good payment for shares in a timely manner, you shall have
the right to cancel such purchase order and, at your
account and risk, to hold responsible the originating
dealer or broker, or investor. You agree promptly to
reimburse the Fund for losses suffered by it that are
attributable to any such cancellation, or to errors on
your part in relation to the effective date of accepted
purchase orders, limited to the amount that such losses
exceed contemporaneous gains realized by the Fund for
either of such reasons with respect to other purchase
orders.
(d) In the case of a canceled purchase for the account of a
directly purchasing shareholder, the Fund agrees that if
such investor fails to make you whole for any loss you pay
to the Fund on such canceled purchase order, the Fund will
reimburse you for such loss to the extent of the aggregate
redemption proceeds of any other shares of the Fund owned
by such investor, on your demand that the Fund exercise
its right to claim such redemption proceeds. The Fund
shall register or cause to be registered all Shares sold
to you pursuant to the provisions hereof in such names and
amounts as you may request from time to time and the Fund
shall issue or cause to be issued certificates evidencing
such Shares for delivery to you or pursuant to your
direction if and to the extent that the shareholder
account in question contemplates the issuance of such
certificates. All Shares when so issued and paid for,
shall be fully paid and non-assessable by the Fund (which
shall not prevent the imposition of any CDSC that may
apply) to the extent set forth in the current Prospectus
and/or SAI.
5. Repurchase of Shares.
(a) In connection with the repurchase of Shares, you are
appointed and shall act as Agent of the Fund. You are
authorized, for so long as you act as General Distributor
of the Fund, to repurchase, from authorized dealers,
certificated or uncertificated shares of the Fund
("Shares") on the basis of orders received from each
dealer ("authorized dealer") with which you have a dealer
agreement for the sale of Shares and permitting resales of
Shares to you, provided that such authorized dealer, at
the time of placing such resale order, shall represent (i)
if such Shares are represented by certificate(s), that
certificate(s) for the Shares to be repurchased have been
delivered to it by the registered owner with a request for
the redemption of such Shares executed in the manner and
with the signature guarantee required by the then-
currently effective Prospectus of the Fund, or (ii) if
such Shares are uncertificated, that the registered
owner(s) has delivered to the dealer a request for the
redemption of such Shares executed in the manner and with
the signature guarantee required by the then-currently
effective Prospectus of the Fund.
(b) You shall (a) have the right in your discretion to accept
or reject orders for the repurchase of Shares; (b)
promptly transmit confirmations of all accepted repurchase
orders; and (c) transmit a copy of such confirmation to
the Fund, or, if so directed, to any duly appointed
transfer or shareholder servicing agent of the Fund. In
your discretion, you may accept repurchase requests made
by a financially responsible dealer which provides you
with indemnification in form satisfactory to you in
consideration of your acceptance of such dealer's request
in lieu of the written redemption request of the owner of
the account; you agree that the Fund shall be a third
party beneficiary of such indemnification.
(c) Upon receipt by the Fund or its duly appointed transfer or
shareholder servicing agent of any certificate(s) (if any
has been issued) for repurchased Shares and a written
redemption request of the registered owner(s) of such
Shares executed in the manner and bearing the signature
guarantee required by the then-currently effective
Prospectus or SAI of the Fund, the Fund will pay or cause
its duly appointed transfer or shareholder servicing agent
promptly to pay to the originating authorized dealer the
redemption price of the repurchased Shares (other than
repurchased Shares subject to the provisions of part (d)
of Section 5 of this Agreement) next determined after your
receipt of the dealer's repurchase order.
(d) Notwithstanding the provisions of part (c) of Section 5 of
this Agreement, repurchase orders received from an
authorized dealer after the determination of the Fund's
redemption price on a regular business day will receive
that day's redemption price if the request to the dealer
by its customer to arrange such repurchase prior to the
determination of the Fund's redemption price that day
complies with the requirements governing such requests as
stated in the current Prospectus and/or SAI of the Fund.
(e) You will make every reasonable effort and take all
reasonably available measures to assure the accurate
performance of all services to be performed by you
hereunder within the requirements of any statute, rule or
regulation pertaining to the redemption of shares of a
regulated investment company and any requirements set
forth in the then-current Prospectus and/or SAI of the
Fund. You shall correct any error or omission made by you
in the performance of your duties hereunder of which you
shall have received notice in writing and any necessary
substantiating data; and you shall hold the Fund harmless
from the effect of any errors or omissions which might
cause an over- or under-redemption of the Fund's Shares
and/or an excess or non-payment of dividends, capital
gains distributions, or other distributions.
(f) In the event an authorized dealer initiating a repurchase
order shall fail to make delivery or otherwise settle such
order in accordance with the rules of the National
Association of Securities Dealers, Inc., you shall have
the right to cancel such repurchase order and, at your
account and risk, to hold responsible the originating
dealer. In the event that any cancellation of a Share
repurchase order or any error in the timing of the
acceptance of a Share repurchase order shall result in a
gain or loss to the Fund, you agree promptly to reimburse
the Fund for any amount by which any loss shall exceed
then-existing gains so arising.
6. 1933 Act Registration. The Fund has delivered to you a copy of
its current Prospectus and SAI. The Fund agrees that it will use its best
efforts to continue the effectiveness of the Registration Statement under
the 1933 Act. The Fund further agrees to prepare and file any amendments
to its Registration Statement as may be necessary and any supplemental
data in order to comply with the 1933 Act. The Fund will furnish you at
your expense with a reasonable number of copies of the Prospectus and SAI
and any amendments thereto for use in connection with the sale of Shares.
7. 1940 Act Registration. The Fund has already registered under
the 1940 Act as an investment company, and it will use its best efforts
to maintain such registration and to comply with the requirements of the
1940 Act.
8. State Blue Sky Qualification. At your request, the Fund will
take such steps and pay such fees and expenses as may be necessary and
feasible to qualify Shares for sale in states, territories or dependencies
of the United States, the District of Columbia, the Commonwealth of Puerto
Rico and in foreign countries, in accordance with the laws thereof, and
to renew or extend any such qualification; provided, however, that the
Fund shall not be required to qualify shares or to maintain the
qualification of shares in any jurisdiction where it shall deem such
qualification disadvantageous to the Fund.
9. Duties of Distributor. You agree that:
(a) Neither you nor any of your officers will take any long or
short position in the Shares, but this provision shall not
prevent you or your officers from acquiring Shares for
investment purposes only; and
(b) You shall furnish to the Fund any pertinent information
required to be inserted with respect to you as General
Distributor within the purview of the Securities Act of
1933 in any reports or registrations required to be filed
with any governmental authority; and
(c) You will not make any representations inconsistent with
the information contained in the current Prospectus and/or
SAI; and
(d) You shall maintain such records as may be reasonably
required for the Fund or its transfer or shareholder
servicing agent to respond to shareholder requests or
complaints, and to permit the Fund to maintain proper
accounting records, and you shall make such records
available to the Fund and its transfer agent or
shareholder servicing agent upon request; and
(e) In performing under this Agreement, you shall comply with
all requirements of the Fund's current Prospectus and/or
SAI and all applicable laws, rules and regulations with
respect to the purchase, sale and distribution of Shares.
10. Allocation of Costs. The Fund shall pay the cost of composition
and printing of sufficient copies of its Prospectus and SAI as shall be
required for periodic distribution to its shareholders and the expense of
registering Shares for sale under federal securities laws. You shall pay
the expenses normally attributable to the sale of Shares, other than as
paid under the Fund's distribution plans under Rule 12b-1 of the 1940 Act,
including the cost of printing and mailing of the Prospectus (other than
those furnished to existing shareholders) and any sales literature used
by you in the public sale of the Shares.
11. Duration. This Agreement shall take effect on the date first
written above, and shall supersede any and all prior General Distributor's
Agreements by and among the Fund and you. Unless earlier terminated
pursuant to paragraph 12 hereof, this Agreement shall remain in effect
until September 30, 1997. This Agreement shall continue in effect from
year to year thereafter, provided that such continuance shall be
specifically approved at least annually: (a) by the Fund's Board of
Directors or by vote of a majority of the voting securities of the Fund;
and (b) by the vote of a majority of the Directors, who are not parties
to this Agreement or "interested persons" (as defined in the 1940 Act) of
any such person, cast in person at a meeting called for the purpose of
voting on such approval.
12. Termination. This Agreement may be terminated (a) by the
General Distributor at any time without penalty by giving sixty days'
written notice (which notice may be waived by the Fund); (b) by the Fund
at any time without penalty upon sixty days' written notice to the General
Distributor (which notice may be waived by the General Distributor); or
(c) by mutual consent of the Fund and the General Distributor, provided
that such termination by the Fund pursuant to part (b) of this Section 12
shall be directed or approved by the Board of Directors of the Fund or by
the vote of the holders of a "majority" of the outstanding voting
securities of the Fund. In the event this Agreement is terminated, the
General Distributor shall be entitled to be paid the CDSC under paragraph
3 hereof on the redemption proceeds of Shares sold prior to the effective
date of such termination.
13. Assignment. This Agreement may not be amended or changed except
in writing and shall be binding upon and shall enure to the benefit of the
parties hereto and their respective successors; however, this Agreement
shall not be assigned by either party and shall automatically terminate
upon assignment.
14. Section Headings. The heading of each section is for
descriptive purposes only, and such headings are not to be construed or
interpreted as part of this Agreement.
If the foregoing is in accordance with your understanding, so
indicate by signing in the space provided below.
OPPENHEIMER/QUEST FOR VALUE
GLOBAL EQUITY FUND, INC.
By: ______________________________
Accepted:
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By /s/ Adnrew J. Donohue
Andrew J. Donohue
Executive Vice President
CUSTODIAN CONTRACT
Between
QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
Page
1. Employment of Custodian and Property to be Held By It 1
2. Duties of the Custodian with Respect to Property of the
Fund Held by the Custodian in the United States 1
2.1 Holding Securities 1
2.2 Delivery of Securities 2
2.3 Registration of Securities 4
2.4 Bank Accounts 4
2.5 Availability of Federal Funds 4
2.6 Collection of Income 5
2.7 Payment of Fund Monies 5
2.8 Liability for Payment in Advance of Receipt
of Securities Purchased 6
2.9 Appointment of Agents 6
2.10 Deposit of Securities in Securities System 7
2.10A Fund Assets Held in the Custodian's Direct
Paper System 8
2.11 Segregated Account 9
2.12 Ownership Certificates for Tax Purposes 9
2.13 Proxies 10
2.14 Communications Relating to Fund Portfolio Securities 10
2.15 Reports to Fund by Independent Public Accountants 10
3. Duties of the Custodian with Respect to Property of the
Fund Held Outside of the United States 10
3.1 Appointment of Foreign Sub-Custodians 10
3.2 Assets to be Held 11
3.3 Foreign Securities Depositories 11
3.4 Segregation of Securities 11
3.5 Agreements with Foreign Banking Institutions 11
3.6 Access of Independent Accountants of the Fund 12
3.7 Reports by Custodian 12
3.8 Transactions in Foreign Custody Account 12
3.9 Liability of Foreign Sub-Custodians 12
3.10 Liability of Custodian 13
3.11 Reimbursement for Advances 13
3.12 Monitoring Responsibilities 13
3.13 Branches of U.S. Banks 13
4. Payments for Repurchases or Redemptions and Sales of
Shares of the Fund 14
5. Proper Instructions 14
6. Actions Permitted Without Express Authority 15
7. Evidence of Authority 15
8. Duties of Custodian with Respect to the Books of Account
and Calculations of Net Asset Value and Net Income 15
9. Records 16
10. Opinion of Fund's Independent Accountant 16
11. Compensation of Custodian 16
12. Responsibility of Custodian 16
13. Effective Period, Termination and Amendment 17
14. Successor Custodian 18
15. Interpretive and Additional Provisions 19
16. Massachusetts Law to Apply 19
17. Prior Contracts 19
<PAGE>
CUSTODIAN CONTRACT
This Contract between Quest For Value Global Equity Fund, Inc., a
corporation organized and existing under the laws of Maryland, having its
principal place of business at 200 Liberty Street, New York, New York
10281, hereinafter called the "Fund," and State Street Bank and Trust
Company, a Massachusetts trust company, having its principal place of
business at 225 Franklin Street, Boston, Massachusetts 02110, hereinafter
called the "Custodian,"
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of its assets,
including securities it desires to be held in places within the United
States ("domestic securities") and securities it desires to be held
outside the United States ("foreign securities") pursuant to the
provisions of the Articles of Incorporation. The Fund agrees to deliver
to the Custodian all securities and cash owned by it, and all payments of
income, payments of principal or capital distributions received by it with
respect to all securities owned by the Fund from time to time, and the
cash consideration received by it for such new or treasury shares of
common stock, $0.01 par value, ("Shares") of the Fund as may be issued or
sold from time to time. The Custodian shall not be responsible for any
property of the Fund held or received by the Fund and not delivered to the
Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Article
5), the Custodian shall from time to time employ one or more sub-
custodians located in the United States, but only in accordance with an
applicable vote by the Board of Directors of the Fund, and provided that
the Custodian shall have no more or less responsibility or liability to
the Fund on account of any actions or omissions of any sub-custodian so
employed than any such sub-custodian has to the Custodian. The Custodian
may employ as sub-custodians for the Fund's securities and other assets
the foreign banking institutions and foreign securities depositories
designated in Schedule "A" hereto but only in accordance with the
provisions of Article 3.
2. Duties of the Custodian with Respect to Property of the Fund Held By
the Custodian in the United States
2.1 Holding Securities. The Custodian shall hold and physically
segregate for the account of the Fund all non-cash property, to be
held by it in the United States, including all domestic securities
owned by the Fund, other than (a) securities which are maintained
pursuant to Section 2.10 in a clearing agency which acts as a
securities depository or in a book-entry system authorized by the
U.S. Department of the Treasury, collectively referred to herein as
"Securities System" and (b) commercial paper of an issuer for which
State Street Bank and Trust Company acts as issuing and paying agent
("Direct Paper") which is deposited and/or maintained in the Direct
Paper System of the Custodian pursuant to Section 2.10A.
2.2 Delivery of Securities. The Custodian shall release and deliver
domestic securities owned by the Fund held by the Custodian or in a
Securities System account of the Custodian or in the Custodian's
Direct Paper book-entry system account ("Direct Paper System
Account") only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and
only in the following cases:
(1) Upon sale of such securities for the account of the Fund and
receipt of payment therefor;
(2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Fund;
(3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.10 hereof;
(4) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Fund;
(5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to
be delivered to the Custodian;
(6) To the issuer thereof, or its agent, for transfer into the name
of the Fund or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent
appointed pursuant to Section 2.9 or into the name or nominee
name of any sub-custodian appointed pursuant to Article 1; or
for exchange for a different number of bonds, certificates or
other evidence representing the same aggregate face amount or
number of units; provided that, in any such case, the new
securities are to be delivered to the Custodian;
(7) Upon the sale of such securities for the account of the Fund,
to the broker or its clearing agent, against a receipt, for
examination in accordance with "street delivery" custom;
provided that in any such case, the Custodian shall have no
responsibility or liability for any loss arising from the
delivery of such securities prior to receiving payment for such
securities except as may arise from the Custodian's own
negligence or willful misconduct;
(8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any such
case, the new securities and cash, if any, are to be delivered
to the Custodian;
(9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,
in any such case, the new securities and cash, if any, are to
be delivered to the Custodian;
(10) For delivery in connection with any loans of securities made by
the Fund, but only against receipt of adequate collateral as
agreed upon from time to time by the Custodian and the Fund,
which may be in the form of cash or obligations issued by the
United States government, its agencies or instrumentalities,
except that in connection with any loans for which collateral
is to be credited to the Custodian's account in the book-entry
system authorized by the U.S. Department of the Treasury, the
Custodian will not be held liable or responsible for the
delivery of securities owned by the Fund prior to the receipt
of such collateral;
(11) For delivery as security in connection with any borrowings by
the Fund requiring a pledge of assets by the Fund, but only
against receipt of amounts borrowed;
(12) For delivery in accordance with the provisions of any agreement
among the Fund, the Custodian and a broker-dealer registered
under the Securities Exchange Act of 1934 (the "Exchange Act")
and a member of The National Association of Securities Dealers,
Inc. ("NASD"), relating to compliance with the rules of The
Options Clearing Corporation and of any registered national
securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in
connection with transactions by the Fund;
(13) For delivery in accordance with the provisions of any agreement
among the Fund, the Custodian, and a Futures Commission Merchant
registered under the Commodity Exchange Act, relating to
compliance with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Fund;
(14) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Fund, for delivery to such Transfer Agent or to
the holders of shares in connection with distributions in kind,
as may be described from time to time in the Fund's currently
effective prospectus and statement of additional information
("prospectus"), in satisfaction of requests by holders of Shares
for repurchase or redemption; and
(15) For any other proper corporate purpose, but only upon receipt
of, in addition to Proper Instructions, a certified copy of a
resolution of the Board of Directors or of the Executive
Committee signed by an officer of the Fund and certified by the
Secretary or an Assistant Secretary, specifying the securities
to be delivered, setting forth the purpose for which such
delivery is to be made, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to whom
delivery of such securities shall be made.
2.3 Registration of Securities. Domestic securities held by the
Custodian (other than bearer securities) shall be registered in the
name of the Fund or in the name of any nominee of the Fund or of any
nominee of the Custodian which nominee shall be assigned exclusively
to the Fund, unless the Fund has authorized in writing the
appointment of a nominee to be used in common with other registered
investment companies having the same investment adviser as the Fund,
or in the name or nominee name of any agent appointed pursuant to
Section 2.9 or in the name or nominee name of any sub-custodian
appointed pursuant to Article 1. All securities accepted by the
Custodian on behalf of the Fund under the terms of this Contract
shall be in "street name" or other good delivery form. If, however,
the Fund directs the Custodian to maintain securities in "street
name," the Custodian shall utilize its best efforts only to timely
collect income due the Fund on such securities and to notify the Fund
on a best efforts basis only of relevant corporate actions including,
without limitation, pendency of calls, maturities, tender or exchange
offers.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of the Fund,
subject only to draft or order by the Custodian acting pursuant to
the terms of this Contract, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by it
from or for the account of the Fund, other than cash maintained by
the Fund in a bank account established and used in accordance with
Rule 17f-3 under the Investment Company Act of 1940. Funds held by
the Custodian for the Fund may be deposited by it to its credit as
Custodian in the Banking Department of the Custodian or in such other
banks or trust companies as it may in its discretion deem necessary
or desirable; provided, however, that every such bank or trust
company shall be qualified to act as a custodian under the Investment
Company Act of 1940 and that each such bank or trust company and the
funds to be deposited with each such bank or trust company shall be
approved by vote of a majority of the Board of Directors of the Fund.
Such funds shall be deposited by the Custodian in its capacity as
Custodian and shall be withdrawable by the Custodian only in that
capacity.
2.5 Availability of Federal Funds. Upon mutual agreement between the
Fund and the Custodian, the Custodian shall, upon the receipt of
Proper Instructions, make federal funds available to the Fund as of
specified times agreed upon from time to time by the Fund and the
Custodian in the amount of checks received in payment for Shares of
the Fund which are deposited into the Fund's account.
2.6 Collection of Income. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other
payments with respect to United States registered securities held
hereunder to which the Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall collect on
a timely basis all income and other payments with respect to United
States bearer securities if, on the date of payment by the issuer,
such securities are held by the Custodian or its agent thereof and
shall credit such income, as collected, to the Fund's custodian
account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and other
income items requiring presentation as and when they become due and
shall collect interest when due on securities held hereunder. Income
due the Fund on United States securities loaned pursuant to the
provisions of Section 2.2 (10) shall be the responsibility of the
Fund. The Custodian will have no duty or responsibility in
connection therewith, other than to provide the Fund with such
information or data as may be necessary to assist the Fund in
arranging for the timely delivery to the Custodian of the income to
which the Fund is properly entitled.
2.7 Payment of Fund Monies. Upon receipt of Proper Instructions, which
may be continuing instructions when deemed appropriate by the
parties, the Custodian shall pay out monies of the Fund in the
following cases only:
(1) Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of the
Fund but only (a) against the delivery of such securities, or
evidence of title to such options, futures contracts or options
on futures contracts, to the Custodian (or any bank, banking
firm or trust company doing business in the United States or
abroad which is qualified under the Investment Company Act of
1940, as amended, to act as a custodian and has been designated
by the Custodian as its agent for this purpose) registered in
the name of the Fund or in the name of a nominee of the
Custodian referred to in Section 2.3 hereof or in proper form
for transfer; (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth
in Section 2.10 hereof; (c) in the case of a purchase involving
the Direct Paper System, in accordance with the conditions set
forth in Section 2.10A; (d) in the case of repurchase agreements
entered into between the Fund and the Custodian, or another
bank, or a broker-dealer which is a member of the NASD, (i)
against delivery of the securities either in certificate form
or through an entry crediting the Custodian's account at the
Federal Reserve Bank with such securities or (ii) against
delivery of the receipt evidencing purchase by the Fund of
securities owned by the Custodian along with written evidence
of the agreement by the Custodian to repurchase such securities
from the Fund or (e) for transfer to a time deposit account of
the Fund in any bank, whether domestic or foreign; such transfer
may be effected prior to receipt of a confirmation from a broker
and/or the applicable bank pursuant to Proper Instructions from
the Fund as defined in Article 5;
(2) In connection with conversion, exchange or surrender of
securities owned by the Fund as set forth in Section 2.2 hereof;
(3) For the redemption or repurchase of Shares issued by the Fund
as set forth in Article 4 hereof;
(4) For the payment of any expense or liability incurred by the
Fund, including but not limited to the following payments for
the account of the Fund: interest, taxes, management,
accounting, transfer agent and legal fees, and operating
expenses of the Fund whether or not such expenses are to be in
whole or part capitalized or treated as deferred expenses;
(5) For the payment of any dividends declared pursuant to the
governing documents of the Fund;
(6) For payment of the amount of dividends received in respect of
securities sold short;
(7) For any other proper purpose, but only upon receipt of, in
addition to Proper Instructions, a certified copy of a
resolution of the Board of Directors or of the Executive
Committee of the Fund signed by an officer of the Fund and
certified by its Secretary or an Assistant Secretary, specifying
the amount of such payment, setting forth the purpose for which
such payment is to be made, declaring such purpose to be a
proper purpose, and naming the person or persons to whom such
payment is to be made.
2.8 Liability for Payment in Advance of Receipt of Securities
Purchased.
Except as specifically stated otherwise in this Contract, in any
and every case where payment for purchase of domestic securities
for the account of the Fund is made by the Custodian in advance
of receipt of the securities purchased in the absence of
specific written instructions from the Fund to so pay in
advance, the Custodian shall be absolutely liable to the Fund
for such securities to the same extent as if the securities had
been received by the Custodian.
2.9 Appointment of Agents. The Custodian may at any time or times
in its discretion appoint (and may at any time remove) any other
bank or trust company which is itself qualified under the
Investment Company Act of 1940, as amended, to act as a
custodian, as its agent to carry out such of the provisions of
this Article 2 as the Custodian may from time to time direct;
provided, however, that the appointment of any agent shall not
relieve the Custodian of its responsibilities or liabilities
hereunder.
2.10 Deposit of Securities in Securities Systems. The Custodian may
deposit and/or maintain domestic securities owned by the Fund
in a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of
1934, which acts as a securities depository, or in the book-
entry system authorized by the U.S. Department of the Treasury
and certain federal agencies, collectively referred to herein
as "Securities System" in accordance with applicable Federal
Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
(1) The Custodian may keep domestic securities of the Fund in
a Securities System provided that such securities are
represented in an account ("Account") of the Custodian in
the Securities System which shall not include any assets
of the Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;
(2) The records of the Custodian with respect to domestic
securities of the Fund which are maintained in a
Securities System shall identify by book-entry those
securities belonging to the Fund;
(3) The Custodian shall pay for domestic securities purchased
for the account of the Fund upon (i) receipt of advice
from the Securities System that such securities have been
transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such
payment and transfer for the account of the Fund. The
Custodian shall transfer domestic securities sold for the
account of the Fund upon (i) receipt of advice from the
Securities System that payment for such securities has
been transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such
transfer and payment for the account of the Fund. Copies
of all advices from the Securities System of transfers of
domestic securities for the account of the Fund shall
identify the Fund, be maintained for the Fund by the
Custodian and be provided to the Fund at its request.
Upon request, the Custodian shall furnish the Fund
confirmation of each transfer to or from the account of
the Fund in the form of a written advice or notice and
shall furnish to the Fund copies of daily transaction
sheets reflecting each day's transactions in the
Securities System for the account of the Fund.
(4) The Custodian shall provide the Fund with any report
obtained by the Custodian on the Securities System's
accounting system, internal accounting control and
procedures for safeguarding domestic securities deposited
in the Securities System;
(5) The Custodian shall have received the initial or annual
certificate, as the case may be, required by Article 13
hereof;
(6) Anything to the contrary in this Contract notwithstanding,
the Custodian shall be liable to the Fund for any loss or
damage to the Fund resulting from use of the Securities
System by reason of any negligence, misfeasance or
misconduct of the Custodian or any of its agents or of any
of its or their employees or from failure of the Custodian
or any such agent to enforce effectively such rights as it
may have against the Securities System; at the election of
the Fund, it shall be entitled to be subrogated to the
rights of the Custodian with respect to any claim against
the Securities System or any other person which the
Custodian may have as a consequence of any such loss or
damage if and to the extent that the Fund has not been
made whole for any such loss or damage.
2.10A Fund Assets Held in the Custodian's Direct Paper System
The Custodian may deposit and/or maintain securities owned by
the Fund in the Direct Paper System of the Custodian subject to
the following provisions:
(1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper
Instructions;
(2) The Custodian may keep securities of the Fund in the
Direct Paper System only if such securities are
represented in an account ("Account") of the Custodian in
the Direct Paper System which shall not include any assets
of the Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;
(3) The records of the Custodian with respect to securities of
the Fund which are maintained in the Direct Paper System
shall identify by book-entry those securities belonging to
the Fund;
(4) The Custodian shall pay for securities purchased for the
account of the Fund upon the making of an entry on the
records of the Custodian to reflect such payment and
transfer of securities to the account of the Fund. The
Custodian shall transfer securities sold for the account
of the Fund upon the making of an entry on the records of
the Custodian to reflect such transfer and receipt of
payment for the account of the Fund;
(5) The Custodian shall furnish the Fund confirmation of each
transfer to or from the account of the Fund, in the form
of a written advice or notice, of Direct Paper on the next
business day following such transfer and shall furnish to
the Fund copies of daily transaction sheets reflecting
each day's transactions in the Securities System for the
account of the Fund;
(6) The Custodian shall provide the Fund with any report on
its system of internal accounting control as the Fund may
reasonably request from time to time;
2.11 Segregated Account. The Custodian shall upon receipt of Proper
Instructions establish and maintain a segregated account or accounts
for and on behalf of the Fund, into which account or accounts may be
transferred cash and/or securities, including securities maintained
in an account by the Custodian pursuant to Section 2.10 hereof, (i)
in accordance with the provisions of any agreement among the Fund,
the Custodian and a broker-dealer registered under the Exchange Act
and a member of the NASD (or any futures commission merchant
registered under the Commodity Exchange Act), relating to compliance
with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures
Trading Commission or any registered contract market), or of any
similar organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund, (ii) for
purposes of segregating cash or government securities in connection
with options purchased, sold or written by the Fund or commodity
futures contracts or options thereon purchased or sold by the Fund,
(iii) for the purposes of compliance by the Fund with the procedures
required by Investment Company Act Release No. 10666, or any
subsequent release or releases of the Securities and Exchange
Commission relating to the maintenance of segregated accounts by
registered investment companies and (iv) for other proper corporate
purposes, but only, in the case of clause (iv), upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of
the Board of Directors or of the Executive Committee signed by an
officer of the Fund and certified by the Secretary or an Assistant
Secretary, setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper corporate purposes.
2.12 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to domestic securities of the Fund held by it
and in connection with transfers of such securities.
2.13 Proxies. The Custodian shall, with respect to the domestic
securities held hereunder, cause to be promptly executed by the
registered holder of such securities, if the securities are
registered otherwise than in the name of the Fund or a nominee of the
Fund, all proxies, without indication of the manner in which such
proxies are to be voted, and shall promptly deliver to the Fund such
proxies, all proxy soliciting materials and all notices relating to
such securities.
2.14 Communications Relating to Fund Portfolio Securities
Subject to the provisions of Section 2.3, the Custodian shall
transmit promptly to the Fund all written information (including,
without limitation, pendency of calls and maturities of domestic
securities and expirations of rights in connection therewith and
notices of exercise of call and put options written by the Fund and
the maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers of the domestic securities
being held for the Fund. With respect to tender or exchange offers,
the Custodian shall transmit promptly to the Fund all written
information received by the Custodian from issuers of the domestic
securities whose tender or exchange is sought and from the party (or
his agents) making the tender or exchange offer. If the Fund desires
to take action with respect to any tender offer, exchange offer or
any other similar transaction, the Fund shall notify the Custodian
at least three business days prior to the date on which the Custodian
is to take such action.
2.15 Reports to Fund by Independent Public Accountants
The Custodian shall provide the Fund, at such times as the Fund may
reasonably require, with reports by independent public accountants
on the accounting system, internal accounting control and procedures
for safeguarding securities, futures contracts and options on futures
contracts, including domestic securities deposited and/or maintained
in a Securities System, relating to the services provided by the
Custodian under this Contract; such reports shall be of sufficient
scope and in sufficient detail, as may reasonably be required by the
Fund to provide reasonable assurance that any material inadequacies
would be disclosed by such examination, and, if there are no such
inadequacies, the reports shall so state.
3. Duties of the Custodian with Respect to Property of the Fund Held
Outside of the United States
3.1 Appointment of Foreign Sub-Custodians. The Fund hereby authorizes
and instructs the Custodian to employ as sub-custodians for the
Fund's securities and other assets maintained outside the United
States the foreign banking institutions and foreign securities
depositories designated on Schedule A hereto ("foreign sub-
custodians"). Upon receipt of "Proper Instructions", as defined in
Section 5 of this Contract, together with a certified resolution of
the Fund's Board of Directors, the Custodian and the Fund may agree
to amend Schedule A hereto from time to time to designate additional
foreign banking institutions and foreign securities depositories to
act as sub-custodian. Upon receipt of Proper Instructions, the Fund
may instruct the Custodian to cease the employment of any one or more
such sub-custodians for maintaining custody of the Fund's assets.
3.2 Assets to be Held. The Custodian shall limit the securities and
other assets maintained in the custody of the foreign sub-custodians
to: (a) "foreign securities", as defined in paragraph (c)(1) of Rule
17f-5 under the Investment Company Act of 1940, and (b) cash and cash
equivalents in such amounts as the Custodian or the Fund may
determine to be reasonably necessary to effect the Fund's foreign
securities transactions.
3.3 Foreign Securities Depositories. Except as may otherwise be agreed
upon in writing by the Custodian and the Fund, assets of the Fund
shall be maintained in foreign securities depositories only through
arrangements implemented by the foreign banking institutions serving
as sub-custodians pursuant to the terms hereof. Where possible, such
arrangements shall include entry into agreements containing the
provisions set forth in Section 3.5 hereof.
3.4 Segregation of Securities. The Custodian shall identify on its books
as belonging to the Fund, the foreign securities of the Fund held by
each foreign sub-custodian. Each agreement pursuant to which the
Custodian employs a foreign banking institution shall require that
such institution establish a custody account for the Custodian on
behalf of the Fund and physically segregate in that account,
securities and other assets of the Fund, and, in the event that such
institution deposits the Fund's securities in a foreign securities
depository, that it shall identify on its books as belonging to the
Custodian, as agent for the Fund, the securities so deposited.
3.5 Agreements with Foreign Banking Institutions. Each agreement with
a foreign banking institution shall be substantially in the form set
forth in Exhibit 1 hereto and shall provide that: (a) the Fund's
assets will not be subject to any right, charge, security interest,
lien or claim of any kind in favor of the foreign banking institution
or its creditors or agent, except a claim of payment for their safe
custody or administration; (b) beneficial ownership of the Fund's
assets will be freely transferable without the payment of money or
value other than for custody or administration; (c) adequate records
will be maintained identifying the assets as belonging to the Fund;
(d) officers of or auditors employed by, or other representatives of
the Custodian, including to the extent permitted under applicable law
the independent public accountants for the Fund, will be given access
to the books and records of the foreign banking institution relating
to its actions under its agreement with the Custodian; and (e) assets
of the Fund held by the foreign sub-custodian will be subject only
to the instructions of the Custodian or its agents.
3.6 Access of Independent Accountants of the Fund. Upon request of the
Fund, the Custodian will use its best efforts to arrange for the
independent accountants of the Fund to be afforded access to the
books and records of any foreign banking institution employed as a
foreign sub-custodian insofar as such books and records relate to the
performance of such foreign banking institution under its agreement
with the Custodian.
3.7 Reports by Custodian. The Custodian will supply to the Fund from
time to time, as mutually agreed upon, statements in respect of the
securities and other assets of the Fund held by foreign sub-
custodians, including but not limited to an identification of
entities having possession of the Fund's securities and other assets
and advices or notifications of any transfers of securities to or
from each custodial account maintained by a foreign banking
institution for the Custodian on behalf of the Fund indicating, as
to securities acquired for the Fund, the identity of the entity
having physical possession of such securities.
3.8 Transactions in Foreign Custody Account. (a) Except as otherwise
provided in paragraph (b) of this Section 3.8, the provision of
Section 2.2 and 2.7 of this Contract shall apply, mutatis mutandis
to the foreign securities of the Fund held outside the United States
by foreign sub-custodians. (b) Notwithstanding any provision of this
Contract to the contrary, settlement and payment for securities
received for the account of the Fund and delivery of securities
maintained for the account of the Fund may be effected in accordance
with the customary established securities trading or securities
processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation,
delivering securities to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) against a receipt
with the expectation of receiving later payment for such securities
from such purchaser or dealer. (c) Securities maintained in the
custody of a foreign sub-custodian may be maintained in the name of
such entity's nominee to the same extent as set forth in Section 2.3
of this Contract, and the Fund agrees to hold any such nominee
harmless from any liability as a holder of record of such securities.
3.9 Liability of Foreign Sub-Custodians. Each agreement pursuant to
which the Custodian employs a foreign banking institution as a
foreign sub-custodian shall require the institution to exercise
reasonable care in the performance of its duties and to indemnify,
and hold harmless, the Custodian and each Fund from and against any
loss, damage, cost, expense, liability or claim arising out of or in
connection with the institution's performance of such obligations.
At the election of the Fund, it shall be entitled to be subrogated
to the rights of the Custodian with respect to any claims against a
foreign banking institution as a consequence of any such loss,
damage, cost, expense, liability or claim if and to the extent that
the Fund has not been made whole for any such loss, damager, cost,
expense, liability or claim.
3.10 Liability of Custodian. The Custodian shall be liable for the acts
or omissions of a foreign banking institution to the same extent as
set forth with respect to sub-custodians generally in this Contract
and, regardless of whether assets are maintained in the custody of
a foreign banking institution, a foreign securities depository or a
branch of a U.S. bank as contemplated by paragraph 3.13 hereof, the
Custodian shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from nationalization, expropriation,
currency restrictions, or acts of war or terrorism or any loss where
the sub-custodian has otherwise exercised reasonable care.
Notwithstanding the foreign provisions of this paragraph 3.10, in
delegating custody duties to State Street London Ltd., the Custodian
shall not be relieved of any responsibility to the Fund for any loss
due to such delegation, except such loss as may result from (a)
political risk (including, but not limited to, exchange control
restrictions, confiscation, expropriation, nationalization,
insurrection, civil strife or armed hostilities) or (b) other losses
(excluding a bankruptcy or insolvency of State Street London Ltd.,
not caused by political risk) due to Acts of God, nuclear incident
or other losses under circumstances where the Custodian and State
Street London Ltd., have exercised reasonable care.
3.11 Reimbursement for Advances. If the Fund requires the Custodian to
advance cash or securities for any purpose including the purchase or
sale of foreign exchange or of contracts for foreign exchange, or in
the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Contract,
except such as may arise from its or its nominee's own negligent
action, negligent failure to act or willful misconduct, any property
at any time held for the account of the Fund shall be security
therefor and should the Fund fail to repay the Custodian promptly,
the Custodian shall be entitled to utilize available cash and to
dispose of the Fund assets to the extent necessary to obtain
reimbursement.
3.12 Monitoring Responsibilities. The Custodian shall furnish annually
to the Fund, during the month of June, information concerning the
foreign sub-custodians employed by the Custodian. Such information
shall be similar in kind and scope to that furnished to the Fund in
connection with the initial approval of this Contract. In addition,
the Custodian will promptly inform the Fund in the event that the
Custodian learns of a material adverse change in the financial
condition of a foreign sub-custodian or any material loss of the
assets of the Fund or in the case of any such foreign sub-custodian
not the subject of an exemptive order from the Securities and
Exchange Commission is notified by such foreign sub-custodian that
there appears to be a substantial likelihood that its shareholders'
equity will decline below $200 million (U.S. dollars or the
equivalent thereof) or that its shareholders' equity has declined
below $200 million (in each case computed in accordance with
generally accepted U.S. accounting principles).
3.13 Branches of U.S. Banks. (a) Except as otherwise set forth in this
Contract, the provisions hereof shall not apply where the custody of
the Fund assets are maintained in a foreign branch of a banking
institution which is a "bank" as defined by Section 2(a)(5) of the
Investment Company Act of 1940 meeting the qualification set forth
in Section 26(a) of said Act. The appointment of any such branch as
a sub-custodian shall be governed by paragraph 1 of this Contract.
(b) Cash held for the Fund in the United Kingdom shall be maintained
in an interest bearing account established for the Fund with the
Custodian's London branch, which account shall be subject to the
direction of the Custodian, State Street London, Ltd. or both.
4. Payments for Repurchases or Redemptions and Sales of Shares of the
Fund. From such funds as may be available for the purpose but
subject to the limitations of the Articles of Incorporation and any
applicable votes of the Board of Directors of the Fund pursuant
thereto, the Custodian shall, upon receipt of instructions from the
Transfer Agent, make funds available for payment to holders of Shares
who have delivered to the Transfer Agent a request for redemption or
repurchase of their Shares. In connection with the redemption or
repurchase of Shares of the Fund, the Custodian is authorized upon
receipt of instructions from the Transfer Agent to wire funds to or
through a commercial bank designated by the redeeming shareholders.
In connection with the redemption or repurchase of Shares of the
Fund, the Custodian shall honor checks drawn on the Custodian by a
holder of Shares, which checks have been furnished by the Fund to the
holder of Shares, when presented to the Custodian in accordance with
such procedures and controls as are mutually agreed upon from time
to time between the Fund and the Custodian.
The Custodian shall receive from the distributor for the Fund's
Shares or from the Transfer Agent of the Fund and deposit into the Fund's
account such payments as are received for Shares of the Fund issued or
sold from time to time by the Fund. The Custodian will provide timely
notification to the Fund and the Transfer Agent of any receipt by it of
payments for Shares of the Fund.
5. Proper Instructions. Proper instructions as used herein means a
writing signed or initialized by one or more person or persons as the
Board of Directors shall have from time to time authorized. Each
such writing shall set forth the specific transaction or type of
transaction involved, including a specific statement of the purpose
for which such action is requested. Oral instructions will be
considered Proper Instructions if the Custodian reasonably believes
them to have been given a person authorized to give such instructions
with respect to the transaction involved. The Fund shall cause all
oral instructions to be confirmed in writing. Upon receipt of a
certificate of the Secretary or an Assistant Secretary as to the
authorization by the Board of Directors of the Fund accompanied by
a detailed description of procedures approved by the Board of
Directors, Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided
that the Board of Directors and the Custodian are satisfied that
such procedures afford adequate safeguards for the Fund's assets.
For purposes of this Section, Proper Instructions shall include
instructions received by the Custodian pursuant to any three-party
agreement which requires a segregated asset account in accordance
with Section 2.11.
6. Actions Permitted without Express Authority. The Custodian may in
its discretion, without express authority from the Fund:
(1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Contract, provided that all such payments shall be accounted for to the
Fund;
(2) surrender securities in temporary form for securities in
definitive form;
(3) endorse for collection, in the name of the Fund, checks, drafts
and other negotiable instruments; and
(4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Fund except as otherwise
directed by the Board of Directors of the Fund.
7. Evidence of Authority. The Custodian shall be protected in acting
upon any instructions, notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have been
property executed by or on behalf of the Fund. The Custodian may
receive and accept a certified copy of a vote of the Board of
Directors of the Fund as conclusive evidence (a) of the authority of
any person to act in accordance with such vote or (b) of any
determination or of any action by the Board of Directors pursuant to
the Articles of Incorporation as described in such vote, and such
vote may be considered as in full force and effect until receipt by
the Custodian of written notice to the contrary.
8. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income. The Custodian shall
cooperate with any supply necessary information to the entity or
entities appointed by the Board of Directors of the Fund to keep the
books of account of the Fund and/or compute the net asset value per
share of the outstanding shares of the Fund or, if directed in
writing to do so by the Fund, shall itself keep such books of account
and/or compute such net asset value per share. If so directed, the
Custodian shall also calculate daily the net income of the Fund as
described n the Fund's currently effective prospectus and shall
advise the Fund and the Transfer Agent daily of the total amounts of
such net income and, if instructed in writing by an officer of the
Fund to do so, shall advise the Transfer Agent periodically of the
division of such net income among its various components. The
calculations of the net asset value per share and the daily income
of the Fund shall be made at the time or times described from time
to time in the Fund's currently effective prospectus.
9. Records. The Custodian shall create and maintain all records
relating to its activities and obligations under this Contract in
such manner as will meet the obligations of the Fund under the
Investment Company Act of 1940, with particular attention to Section
31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records
shall be the property of the Fund and shall at all times during the
regular business hours of the Custodian be open for inspection by
duly authorized officers, employees or agents of the Fund and
employees and agents of the Securities and Exchange Commission. The
Custodian shall, at the Fund's request, supply the Fund with a
tabulation of securities owned by the Fund and held by the Custodian
and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the
Custodian, include certificate numbers in such tabulations.
10. Opinion of Fund's Independent Accountant. The Custodian shall take
all reasonable action, as the Fund may from time to time request, to
obtain from year to year favorable opinions from the Fund's
independent accounts with respect to its activities hereunder in
connection with the preparation of the Fund's Form N-1A, and Form N-
SAR or other annual reports to the Securities and Exchange Commission
and with respect to any other requirements of such Commission.
11. Compensation of Custodian. The Custodian shall be entitled to
reasonable compensation for its services and expenses as Custodian,
as agreed upon from time to time between the Fund and the Custodian.
12. Responsibility of Custodian. So long as and to the extent that it
is in the exercise of reasonable care, the Custodian shall not be
responsible for the title, validity or genuineness of any property
or evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless in acting upon
any notice, request, consent, certificate or other instrument
reasonably believed by it to be genuine and to be signed by the
proper party or parties, including any futures commission merchant
acting pursuant to the terms of a three-party futures or options
agreement. The Custodian shall be held to the exercise of reasonable
care in carrying out the provisions of this Contract, but shall be
kept indemnified by and shall be without liability to the Fund for
any action taken or omitted by it in good faith without negligence.
It shall be entitled to rely on and may act upon advice of counsel
(who may be counsel for the Fund) on all matters, and shall be
without liability for any action reasonably taken or omitted pursuant
to such advice. Notwithstanding the foregoing, the responsibility
of the Custodian with respect to redemptions effected by check shall
be in accordance with a separate Agreement entered into between the
Custodian and the Fund.
The Custodian shall be liable for the acts or omissions of a foreign
banking institution appointed pursuant to the provisions of Article
3 to the same extent as set forth in Article 1 hereof with respect
to sub-custodians located in the United States and, regardless of
whether assets are maintained in the custody of a foreign banking
institution, a foreign securities depository or a branch of a U.S.
bank as contemplated by paragraph 3.11 hereof, the Custodian shall
not be liable for any loss, damage, cost, expense, liability or claim
resulting from, or caused by, the director of or authorization by the
Fund to maintain custody or any securities or cash of the Fund in a
foreign country including, but not limited to, losses resulting from
nationalization, expropriation, currency restrictions, or acts of war
or terrorism.
If the Fund requires the Custodian to take any action with respect
to securities, which action involves the payment of money or which
action may, in the opinion of the Custodian, result in the Custodian
or its nominee assigned to the Fund being liable for the payment of
money or incurring liability of some other form, the Fund, as a
prerequisite to requiring the Custodian to take such action, shall
provide indemnity to the Custodian in an amount and form satisfactory
to it.
If the Fund requires the Custodian to advance cash or securities for
any purpose or in the event that the Custodian or its nominee shall
incur or be assessed any taxes, charges, expenses, assessments,
claims or liabilities in connection with the performance of this
Contract, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any
property at any time held for the account of the Fund shall be
security therefor and should the Fund fail to repay the Custodian
promptly, the Custodian shall be entitled to utilize available cash
and to dispose of the Fund assets to the extent necessary to obtain
reimbursement.
13. Effective Period, Termination and Amendment. This Contract shall
become effective as of its execution, shall continue in full force
and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or
mailed, postage prepaid to the other party, such termination to take
effect not sooner than thirty (30) days after the date of such
delivery or mailing; provided, however that the Custodian shall not
act under Section 2.10 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the Board
of Directors of the Fund has approved the initial use of a particular
Securities System and the receipt of an annual certificate of the
Secretary or an Assistant Secretary that the Board of Directors has
reviewed the use by the Fund of such Securities System, as required
in each case by Rule 17f-4 under the Investment Company Act of 1940,
as amended and that the Custodian shall not act under Section 2.10A
hereof in the absence of receipt of an initial certificate of the
Secretary or an Assistant Secretary that the Board of Directors has
approved the initial use of the Direct Paper System and the receipt
of an annual certificate of the Secretary or an Assistant Secretary
that the Board of Directors has reviewed the use by the Fund of the
Direct Paper System; provided further, however, that the Fund shall
not amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of the
Articles of Incorporation, and further provided, that the Fund may
at any time by action of its Board of Directors (i) substitute
another bank or trust company for the Custodian by giving notice as
described above to the Custodian, or (ii) immediately terminate this
Contract in the event of the appointment of a conservator or receive
for the Custodian by the Comptroller of the Currency or upon the
happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund shall pay to the Custodian
such compensation as may be due as of the date of such termination
and shall likewise reimburse the Custodian for its costs, expenses
and disbursements.
14. Successor Custodian. If a successor custodian shall be appointed by
the Board of Directors of the Fund, the Custodian shall, upon
termination, deliver to such successor custodian at the office of the
Custodian, duly endorsed and in the form for transfer, all securities
then held by it hereunder and shall transfer to an account of the
successor custodian all of the Fund's securities held in a Securities
System.
If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote of
the Board of Directors of the Fund, deliver at the office of the
Custodian and transfer such securities, funds and other properties
in accordance with such vote.
In the event that no written order designating a successor custodian
or certified copy of a vote of the Board of Directors shall have been
delivered to the Custodian on or before the date when such
termination shall become effective, then the Custodian shall have the
right to deliver to a bank or trust company, which is a "bank" as
defined in the Investment Company Act of 1940, doing business in
Boston, Massachusetts, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds
and other properties held by the Custodian and all instruments held
by the Custodian relative thereto and all other property held by it
under this Contract and to transfer to an account of such successor
custodian all of the Fund's securities held in any Securities System,
Thereafter, such bank or trust company shall be the successor of the
Custodian under this Contract.
In the event that securities, funds and other properties remain in
the possession of the Custodian after the date of termination hereof
owing to failure of the Fund to procure the certified copy of the
vote referred to or of the Board of Directors to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for
its services during such period as the Custodian retains possession
of such securities, funds and other properties and the provisions of
this Contract relating to the duties and obligations of the Custodian
shall remain in full force and effect.
15. Interpretive and Additional Provisions. In connection with the
operation of this Contract, the Custodian and the Fund may from time
to time agree on such provisions interpretive of or in addition to
the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such
interpretive or additional provisions shall be in writing signed by
both parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable
federal or state regulations or any provision of the Articles of
Incorporation of the Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an
amendment of this Contract.
16. Massachusetts Law to Apply. This Contract shall be construed and the
provisions thereof interpreted under and in accordance with laws of
the Commonwealth of Massachusetts.
17. Prior Contracts. This Contract supersedes and terminates, as of the
date hereof, all prior contracts between the Fund and the Custodian
relating to the custody of the Fund's assets.
IN WITNESS WHEREOF, each of the parties has caused this instrument
to be executed in its name and behalf by its duly authorized
representative and its seal to be hereunder affixed as of the __________
day of _______ 199____.
ATTEST QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
__________________________ By: ______________________________
ATTEST STATE STREET BANK AND TRUST COMPANY
__________________________ By: _____________________________
Assistant Secretary Vice President
<PAGE>
Schedule A
The following foreign banking institutions and foreign securities
depositories have been approved by the Board of Directors of Quest for
Value Global Equity Fund, Inc. for use as sub-custodians for the Fund's
securities and other assets:
Australia Anz Banking Group Ltd.
Austria Girozentrale Und Bank Der Osterreichischen
Belgium Banque Bruxelles Lambert
Canada Canada Trust Company
Denmark Den Danske Bank
Finland Kansallis-Osake Pankki
France Credit Commercial De France
Germany Berliner Handels Und Frankfurter Bank
Hong Kong Standard Chartered Bank
Italy Credito Italiano
Japan Sumitomo Trust & Banking Company Limited
Malaysia Standard Chartered Bank
Mexico Citibank Mexico
Netherlands Bank Mees & Hope, N.V.
New Zealand Westpac Banking Corp.
Norway Christiania Bank OG Kreditakasse
Philippines Standard Chartered Bank
Portugal Banco Espirito Santo E Comercial De Lisboa
Singapore DBS Bank
Spain Banco Hispano Americano
Sweden Skandinaviska Enskilda Bank
Switzerland Ujion Bank of Switzerland
Thailand Standard Chartered Bank
United Kingdom State Street London Limited
Certified:
_____________________________
Fund's Authorized Officer
Date: ________________
<PAGE>
Schedule A
17f-5 Approval
The Board of Directors of Quest for Value Global Equity Fund, Inc.
has approved certain foreign banking institutions and foreign securities
depositories within State Street's Global Custody Network for use as
subcustodians for the Fund's securities, cash and cash equivalents held
outside of the United States. Board approval is as indicated by the
Fund's Authorized Officer:
<TABLE>
<CAPTION>
Fund Officer
Initials Country Subcustodian Central Depository
<S> <C> <C> <C>
________ Argentina Citibank, N.A. Caja de Valores S.A.
________ Australia Westpac Banking Austraclear Limited;
Corporation
Reserve Bank Information
& Transfer System (RITS)
________ Austria GiroCredit Bank Oesterreichische
Aktiengesellschaft Kontrollbank AG
der Sparkassen
________ Bangladesh Standard Chartered None
Bank
________ Belgium Generale Bank Caisse Inter-
professionnelle de
Depots
et de Virements de
Titres S.A. (CIK);
Banque National de
Belgique
________ Brazil Citibank, N.A. Bolsa de Valores e Sao
Paulo
(Bovespa);
Banco Central do Brasil,
Systema
Especial
de Liquidacao e Custodia
(SELIC)
________ Canada Canada Trustco The Canadian Depository
Mortgage Company for Securities Limited
(CDS)
________ Chile Citibank, N.A. None
________ China The Hongkong & Shanghai Securities
Shanghai Banking Central Clearing and
Corporation Limited
Registration Corporation
SSCCRC);
Fund Officer
Initials Country Subcustodian Central Depository
Shenzhen Securities
Registrars Co., Ltd.,
and its designated agent
banks
________ Colombia Cititrust Colombia None
S.A. Sociedad
Fiduciaria
________ Cyprus Barclays Bank PLC None
________ Denmark Den Danske Bank Vaerdipapircentralen -
The Danish
Securities Center (VP)
________ Finland Kansallis-Osake- The Central Share
Pankki Register of Finland
________ France Banque Paribas Societe Inter-
professionnelle pour la
Compensation des Valeurs
Mobilieres (SICOVAM);
Banque de France,
Saturne System
________ Germany Berliner Handels- The Deutscher
und Franfurter Bank Kassenverein AG
________ Greece National Bank of The Central Depository
Greece S.A. (Apothetirio Titlon
A.E.)
________ Hong Kong Standard Chartered The Central Clearing
Bank and Settlement System
(CCASS)
________ Hungary Citibank Budapest
Rt. None
________ India The Hongkong & None
Shanghai Banking
Corporation Limited
________ Indonesia Standard Chartered None
Bank
________ Ireland Bank of Ireland None;
The Central Bank of
Ireland,
The Gilt Settlement
Office (GSO)
Fund Officer
Initials Country Subcustodian Central Depository
________ Israel Bank Hapoalim B.M. The Clearing House of
the
Tel Aviv Stock Exchange
________ Italy Morgan Guaranty Monte Titoli,
S.p.A.;
Trust Company
Banca d'Italia
________ Japan Sumitomo Trust & None;
Banking Co., Ltd.
Bank of Japan Net System
________ Korea Bank of Seoul None
________ Malaysia Standard Chartered None
Bank
________ Mexico Citibank, N.A. S.D. INDEVAL, S.A. de C.V.
(Instituto para el
Deposito
de Valores);
Banco de Mexico
________ Netherlands MeesPierson N.V. Nederlands Centraal
Instituut voor
Giraal
Effectenverkeer
B.V.
(NECIGEF)
________ New Zealand ANZ Banking Group None;
(New Zealand) Ltd.
Reserve Bank of
New Zealand,
Austraclear NZ
________ Norway Christiana Bank og Verdipap-
Kreditkasse papirsentralen-
the Norwegian
Registry of
Securities (VPS)
________ Pakistan Deutsche Bank AG None
________ Peru Citibank, N.A. Caja de Valores
(CAVAL)
________ Phillipines Standard Chartered None
Bank
Fund Officer
Initials Country Subcustodian Central Depository
________ Poland Citibank Poland Centrum Krajowego
S.A. Depozytu Papierow
Wartosciowych
________ Portugal Banco Comerical Central de Valores
Portugues Mobiliarios (Central)
________ Singapore The Development The Central Depository
Bank of Singapore (pte) Limited (CDP)
Ltd.
________ South Africa Standard Bank of None
South Africa Limited
________ Spain Baco Santander, Servicio de
Compensacion y
Liquidacion de Valores
(SCLV);
Banco de Espana
Anotaciones en Cuenta
________ Sri Lanka The Hongkong and The Central Depository
Shanghai Banking System (Pvt) Limited
Corporation Limited
________ Sweden Skandinaviska Vardepapperscentralen-
Banken The Swedish Securities
Register Center (VPC)
________ Switzerland Union Bank of Schweizerische
Switzerland Effekten-
Giro AG (SEGA)
________ Taiwan Central Trust of China The Taiwan
Securities
Central
Depository
Company, Ltd.
(TSCD)
________ Thailand Standard Chartered The Share
Depository
Center (SDC)
Bank
________ Turkey Citibank, N.A. None
________ United Kingdom State Street Bank & None;
Trust Company
The Bank of
England, The
Central
Gilts Office (CGO);
The Central
Moneymarkets Office
(CMO)
________ Uruguay Citibank, N.A. None
Fund Officer
Initials Country Subcustodian Central Depository
________ Venezuela Citibank, N.A. None
________ Euroclear/State Street
London Limited
________ Cedel/State Street
London Limited
Certified By:
___________________________ _________________
Fund's Authorized Officer Date
</TABLE>
Consent of Independent Accountants
We hereby consent to the use in the Statement of Additional
Information constituting part of this Post-Effective Amendment No.
18 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated January 10, 1996, relating to the
financial statements and financial highlights of Oppenheimer Quest
Global Value Fund, Inc., which appears in such Statement of
Additional Information, and to the incorporation by reference of
our report into the Prospectus which constitutes part of this
Registration Statement. We also consent to the references to us
under the heading "Financial Highlights" in the Prospectus and
under the heading "Independent Accounts" in the Statement of
Additional Information.
/s/ Price Waterhouse LLP
_ _ _ _ _ _ _ _ _ _ _ _ _
PRICE WATERHOUSE LLP
New York, New York
March 8, 1996
AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
BETWEEN
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
AND
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
FOR CLASS A SHARES OF
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the
"Plan") dated the 22nd day of November, 1995, by and between OPPENHEIMER
QUEST GLOBAL VALUE FUND, INC. (the "Corporation") for the account of its
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC. (the "Fund") and OPPENHEIMER
FUNDS DISTRIBUTOR, INC. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution plan for
Class A shares of the Fund (the "Shares"), contemplated by Rule 12b-1 (the
"Rule") under the Investment Company Act of 1940 (the "1940 Act"),
pursuant to which the Fund will compensate the Distributor for its
services incurred in connection with the distribution of Shares, and the
personal service and maintenance of shareholder accounts that hold Shares
("Accounts"). The Fund may act as distributor of securities of which it
is the issuer, pursuant to the Rule, according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients," as
hereinafter defined, for rendering (1) distribution assistance in
connection with the sale of Shares and/or (2) administrative support
services with respect to Accounts. Such Recipients are intended to have
certain rights as third-party beneficiaries under this Plan. The terms
and provisions of this Plan shall be interpreted and defined in a manner
consistent with the provisions and definitions contained in (i) the 1940
Act, (ii) the Rule, (iii) Article III, Section 26, of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., or its
successor (the "NASD Rules of Fair Practice") and (iv) any conditions
pertaining either to distribution-related expenses or to a plan of
distribution, to which the Fund is subject under any order on which the
Fund relies, issued at any time by the Securities and Exchange Commission.
2. Definitions. As used in this Plan, the following terms shall
have the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other person
or entity which: (i) has rendered assistance (whether direct,
administrative or both) in the distribution of Shares or has provided
administrative support services with respect to Shares held by Customers
(defined below) of the Recipient; (ii) shall furnish the Distributor (on
behalf of the Fund) with such information as the Distributor shall
reasonably request to answer such questions as may arise concerning the
sale of Shares; and (iii) has been selected by the Distributor to receive
payments under the Plan. Notwithstanding the foregoing, a majority of the
Corporation's Board of Directors (the "Board") who are not "interested
persons" (as defined in the 1940 Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
relating to this Plan (the "Independent Directors") may remove any broker,
dealer, bank or other person or entity as a Recipient, whereupon such
person's or entity's rights as a third-party beneficiary hereof shall
terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all Shares
owned beneficially or of record by: (i) such Recipient, or (ii) such
customers, clients and/or accounts as to which such Recipient is a
fiduciary or custodian or co-fiduciary or co-custodian (collectively, the
"Customers"), but in no event shall any such Shares be deemed owned by
more than one Recipient for purposes of this Plan. In the event that more
than one person or entity would otherwise qualify as Recipients as to the
same Shares, the Recipient which is the dealer of record on the Fund's
books as determined by the Distributor shall be deemed the Recipient as
to such Shares for purposes of this Plan.
3. Payments for Distribution Assistance and Administrative Support
Services.
(a) The Fund will make payments to the Distributor (i) within forty-
five (45) days of the end of each calendar quarter, in the aggregate
amount of 0.0625% (0.25% on an annual basis) of the average during the
calendar quarter of the aggregate net asset value of the Shares computed
as of the close of each business day (the "Service Fee"), plus (ii) within
ten (10) days of the end of each month, in the aggregate 0.020833% (0.25%
on an annual basis) of the average during the calendar quarter of the
aggregate net asset value of the Shares computed as of the close of each
business day (the "Asset-Based Sales Charge"). Such Service Fee payments
received from the Fund will compensate the Distributor and Recipients for
providing administrative support services with respect to Accounts. Such
Asset-Based Sales Charge payments received from the Fund will compensate
the Distributor and Recipients for providing distribution assistance in
connection with the sale of Shares.
The administrative support services in connection with the Accounts
to be rendered by Recipients may include, but shall not be limited to, the
following: answering routine inquiries concerning the Fund, assisting in
establishing and maintaining accounts or sub-accounts in the Fund and
processing Share redemption transactions, making the Fund's investment
plans and dividend payment options available, and providing such other
information and services in connection with the rendering of personal
services and/or the maintenance of Accounts, as the Distributor or the
Fund may reasonably request.
The distribution assistance in connection with the sale of Shares to
be rendered by the Distributor and by Recipients may include, but shall
not be limited to, the following: distributing sales literature and
prospectuses other than those furnished to current holders of the Fund's
Shares ("Shareholders"), and providing such other information and services
in connection with the distribution of Shares as the Distributor or the
Fund may reasonably request.
It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment under
the Plan if it has Qualified Holdings of Shares to entitle it to payments
under the Plan. In the event that either the Distributor or the Board
should have reason to believe that, notwithstanding the level of Qualified
Holdings, a Recipient may not be rendering appropriate distribution
assistance in connection with the sale of Shares or administrative support
services for the Accounts, then the Distributor, at the request of the
Board, shall require the Recipient to provide a written report or other
information to verify that said Recipient is providing appropriate
distribution assistance and/or services in this regard. If the
Distributor or the Board of Directors still is not satisfied, either may
take appropriate steps to terminate the Recipient's status as such under
the Plan, whereupon such Recipient's rights as a third-party beneficiary
hereunder shall terminate.
(b) The Distributor shall make service fee payments to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis) of the
average during the calendar quarter of the aggregate net asset value of
Shares, computed as of the close of each business day, constituting
Qualified Holdings owned beneficially or of record by the Recipient or by
its Customers for a period of more than the minimum period (the "Minimum
Holding Period"), if any, to be set from time to time by a majority of the
Independent Directors.
Alternatively, the Distributor may, at its sole option, make service
fee payments ("Advance Service Fee Payments") to any Recipient quarterly,
within forty-five (45) days of the end of each calendar quarter, at a rate
not to exceed (i) 0.25% of the average during the calendar quarter of the
aggregate net asset value of Shares, computed as of the close of business
on the day such Shares are sold, constituting Qualified Holdings sold by
the Recipient during that quarter and owned beneficially or of record by
the Recipient or by its Customers, plus (ii) 0.0625% (0.25% on an annual
basis) of the average during the calendar quarter of the aggregate net
asset value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of record by the
Recipient or by its Customers for a period of more than one (1) year,
subject to reduction or chargeback so that the Advance Service Fee
Payments do not exceed the limits on payments to Recipients that are, or
may be, imposed by Article III, Section 26, of the NASD Rules of Fair
Practice. In the event Shares are redeemed less than one year after the
date such Shares were sold, the Recipient is obligated and will repay to
the Distributor on demand a pro rata portion of such Advance Service Fee
Payments, based on the ratio of the time such shares were held to one (1)
year.
The Advance Service Fee Payments described in part (i) of the
preceding sentence may, at the Distributor's sole option, be made more
often than quarterly, and sooner than the end of the calendar quarter.
In addition, the Distributor may make asset-based sales charge payments
to any Recipient quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed 0.0625% (0.25% on an annual
basis) of the average during the calendar quarter of the aggregate net
asset value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of record by the
Recipient or its Customers. However, no such service fee or asset-based
sales charge payments (collectively, the "Recipient Payments") shall be
made to any Recipient for any such quarter in which its Qualified
Holdings do not equal or exceed, at the end of such quarter, the minimum
amount ("Minimum Qualified Holdings"), if any, to be set from time to time
by a majority of the Independent Directors.
A majority of the Independent Directors may at any time or from time
to time decrease and thereafter adjust the rate of fees to be paid to the
Distributor or to any Recipient, but not to exceed the rates set forth
above, and/or direct the Distributor to increase or decrease the Minimum
Holding Period or the Minimum Qualified Holdings. The Distributor shall
notify all Recipients of the Minimum Qualified Holdings or Minimum Holding
Period, if any, and the rates of Recipient Payments hereunder applicable
to Recipients, and shall provide each Recipient with written notice within
thirty (30) days after any change in these provisions. Inclusion of such
provisions or a change in such provisions in a revised current prospectus
shall constitute sufficient notice. The Distributor may make Plan
payments to any "affiliated person" (as defined in the 1940 Act) of the
Distributor if such affiliated person qualifies as a Recipient.
(c) The Service Fee and the Asset-Based Sales Charge on Shares are
subject to reduction or elimination of such amounts under the limits to
which the Distributor is, or may become, subject under Article III,
Section 26, of the NASD Rules of Fair Practice. The distribution
assistance and administrative support services to be rendered by the
Distributor in connection with the Shares may include, but shall not be
limited to, the following: (i) paying sales commissions to any broker,
dealer, bank or other person or entity that sells Shares, and/or paying
such persons Advance Service Fee Payments in advance of, and/or greater
than, the amount provided for in Section 3(b) of this Agreement; (ii)
paying compensation to and expenses of personnel of the Distributor who
support distribution of Shares by Recipients; (iii) obtaining financing
or providing such financing from its own resources, or from an affiliate,
for interest and other borrowing costs of the Distributor's unreimbursed
expenses incurred in rendering distribution assistance and administrative
support services to the Fund; (iv) paying other direct distribution costs,
including without limitation the costs of sales literature, advertising
and prospectuses (other than those furnished to current Shareholders) and
state "blue sky" registration expenses; and (v) providing any service
rendered by the Distributor that a Recipient may render pursuant to part
(a) of this Section 3. Such services include distribution assistance and
administrative support services rendered in connection with Shares
acquired (i) by purchase, (ii) in exchange for shares of another
investment company for which the Distributor serves as distributor or sub-
distributor, or (iii) pursuant to a plan of reorganization to which the
Fund is a party. In the event that the Board should have reason to
believe that the Distributor may not be rendering appropriate distribution
assistance or administrative support services in connection with the sale
of Shares, then the Distributor, at the request of the Board, shall
provide the Board with a written report or other information to verify
that the Distributor is providing appropriate services in this regard.
(d) Under the Plan, payments may be made to Recipients: (i) by
Oppenheimer Management Corporation ("OMC") from its own resources (which
may include profits derived from the advisory fee it receives from the
Fund), or (ii) by the Distributor (a subsidiary of OMC), from its own
resources, from Asset-Based Sales Charge payments or from its borrowings.
(e) Notwithstanding any other provision of this Plan, this Plan does
not obligate or in any way make the Fund liable to make any payment
whatsoever to any person or entity other than directly to the Distributor.
In no event shall the amounts to be paid to the Distributor exceed the
rate of fees to be paid by the Fund to the Distributor set forth in
paragraph (a) of this Section 3.
4. Selection and Nomination of Directors. While this Plan is in
effect, the selection and nomination of those persons to be Directors of
the Corporation who are not "interested persons" of the Fund or the
Corporation ("Disinterested Directors") shall be committed to the
discretion of such Disinterested Directors. Nothing herein shall prevent
the Disinterested Directors from soliciting the views or the involvement
of others in such selection or nomination if the final decision on any
such selection and nomination is approved by a majority of the incumbent
Disinterested Directors.
5. Reports. While this Plan is in effect, the Treasurer of the
Corporation shall provide at least quarterly a written reports to the
Corporation's Board for its review, detailing services rendered in
connection with the distribution of the Shares, the amount of all payments
made and the purpose for which the payments were made. The reports shall
be provided quarterly and shall state whether all provisions of Section
3 of this Plan have been complied with.
6. Related Agreements. Any agreement related to this Plan shall
be in writing and shall provide that: (i) such agreement may be terminated
at any time, without payment of any penalty, by a vote of a majority of
the Independent Directors or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class, on not more than sixty days written notice to any other party
to the agreement; (ii) such agreement shall automatically terminate in the
event of its assignment (as defined in the 1940 Act); (iii) it shall go
into effect when approved by a vote of the Board and its Independent
Directors cast in person at a meeting called for the purpose of voting on
such agreement; and (iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such continuance is
specifically approved at least annually by a vote of the Board and its
Independent Directors cast in person at a meeting called for the purpose
of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This
Amended and Restated Plan has been approved by a vote of the Board and its
Independent Directors cast in person at a meeting called on June 22, 1995
for the purpose of voting on this Plan, and shall take effect after
approval by Class A shareholders of the Fund, at which time it shall
replace the Fund's Plan and Agreement of Distribution for the Shares made
as of June 21, 1990 as amended as of July 27, 1992 and September 1, 1993.
Unless terminated as hereinafter provided, it shall continue in effect
from year to year from the date first set forth above or as the Board may
otherwise determine only so long as such continuance is specifically
approved at least annually by a vote of the Board and its Independent
Directors cast in person at a meeting called for the purpose of voting on
such continuance. This Plan may not be amended to increase materially the
amount of payments to be made without approval of the Class C
Shareholders, in the manner described above, and all material amendments
must be approved by a vote of the Board and of the Independent Directors.
This Plan may be terminated at any time by vote of a majority of the
Independent Directors or by the vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class. In the event of such termination, the Board and its
Independent Directors shall determine whether the Distributor is entitled
to payment from the Fund of all or a portion of the Service Fee and/or the
Asset-Based Sales Charge in respect of Shares sold prior to the effective
date of such termination.
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
By: ____________________________________
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By: /s/ Andrew J. Donohue
Andrew J. Donohue
Executive Vice President
AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
BETWEEN
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
AND
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
FOR CLASS B SHARES OF
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
(the "Plan") dated the 22nd day of November, 1995, by and between
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC. (the "Corporation") for the
account of its OPPENHEIMER QUEST GLOBAL VALUE FUND, INC. (the "Fund")
and OPPENHEIMER FUNDS DISTRIBUTOR, INC. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and
service plan for Class B shares of the Fund (the "Shares"),
contemplated by Rule 12b-1 (the "Rule") under the Investment Company
Act of 1940 (the "1940 Act"), pursuant to which the Fund will
compensate the Distributor for its services in connection with the
distribution of Shares, and the personal service and maintenance of
shareholder accounts that hold Shares ("Accounts"). The Fund may act
as distributor of securities of which it is the issuer, pursuant to the
Rule, according to the terms of this Plan. The Distributor is
authorized under the Plan to pay "Recipients," as hereinafter defined,
for rendering (1) distribution assistance in connection with the sale
of Shares and/or (2) administrative support services with respect to
Accounts. Such Recipients are intended to have certain rights as
third-party beneficiaries under this Plan. The terms and provisions of
this Plan shall be interpreted and defined in a manner consistent with
the provisions and definitions contained in (i) the 1940 Act, (ii) the
Rule, (iii) Article III, Section 26, of the Rules of Fair Practice of
the National Association of Securities Dealers, Inc., or its successor
(the "NASD Rules of Fair Practice") and (iv) any conditions pertaining
either to distribution-related expenses or to a plan of distribution,
to which the Fund is subject under any order on which the Fund relies,
issued at any time by the Securities and Exchange Commission.
2. Definitions. As used in this Plan, the following terms shall
have the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
person or entity which: (i) has rendered assistance (whether direct,
administrative or both) in the distribution of Shares or has provided
administrative support services with respect to Shares held by
Customers (defined below) of the Recipient; (ii) shall furnish the
Distributor (on behalf of the Fund) with such information as the
Distributor shall reasonably request to answer such questions as may
arise concerning the sale of Shares; and (iii) has been selected by the
Distributor to receive payments under the Plan. Notwithstanding the
foregoing, a majority of the Corporation's Board of Directors (the
"Board") who are not "interested persons" (as defined in the 1940 Act)
and who have no direct or indirect financial interest in the operation
of this Plan or in any agreements relating to this Plan (the
"Independent Directors") may remove any broker, dealer, bank or other
person or entity as a Recipient, whereupon such person's or entity's
rights as a third-party beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient, or (ii)
such customers, clients and/or accounts as to which such Recipient is a
fiduciary or custodian or co-fiduciary or co-custodian (collectively,
the "Customers"), but in no event shall any such Shares be deemed owned
by more than one Recipient for purposes of this Plan. In the event
that more than one person or entity would otherwise qualify as
Recipients as to the same Shares, the Recipient which is the dealer of
record on the Fund's books as determined by the Distributor shall be
deemed the Recipient as to such Shares for purposes of this Plan.
3. Payments for Distribution Assistance and Administrative
Support Services.
(a) The Fund will make payments to the Distributor, (i) within
forty-five (45) days of the end of each calendar quarter, in the
aggregate amount of 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of the
Shares computed as of the close of each business day (the "Service
Fee"), plus (ii) within ten (10) days of the end of each month, in the
aggregate amount of 0.0625% (0.75% on an annual basis) of the average
during the month of the aggregate net asset value of Shares computed as
of the close of each business day (the "Asset-Based Sales Charge")
outstanding for six years or less (the "Maximum Holding Period"). Such
Service Fee payments received from the Fund will compensate the
Distributor and Recipients for providing administrative support
services with respect to Accounts. Such Asset-Based Sales Charge
payments received from the Fund will compensate the Distributor and
Recipients for providing distribution assistance in connection with the
sales of Shares.
The administrative support services in connection with the
Accounts to be rendered by Recipients may include, but shall not be
limited to, the following: answering routine inquiries concerning the
Fund, assisting in the establishment and maintenance of accounts or
sub-accounts in the Fund and processing Share redemption transactions,
making the Fund's investment plans and dividend payment options
available, and providing such other information and services in
connection with the rendering of personal services and/or the
maintenance of Accounts, as the Distributor or the Fund may reasonably
request.
The distribution assistance in connection with the sale of Shares
to be rendered by the Distributor and Recipients may include, but shall
not be limited to, the following: distributing sales literature and
prospectuses other than those furnished to current holders of the
Fund's Shares ("Shareholders"), and providing such other information
and services in connection with the distribution of Shares as the
Distributor or the Fund may reasonably request.
It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment
under the Plan if it has Qualified Holdings of Shares to entitle it to
payments under the Plan. In the event that either the Distributor or
the Board should have reason to believe that, notwithstanding the level
of Qualified Holdings, a Recipient may not be rendering appropriate
distribution assistance in connection with the sale of Shares or
administrative support services for Accounts, then the Distributor, at
the request of the Board, shall require the Recipient to provide a
written report or other information to verify that said Recipient is
providing appropriate distribution assistance and/or services in this
regard. If the Distributor or the Board of Directors still is not
satisfied, either may take appropriate steps to terminate the
Recipient's status as such under the Plan, whereupon such Recipient's
rights as a third-party beneficiary hereunder shall terminate.
(b) The Distributor shall make service fee payments to any
Recipient quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed 0.0625% (0.25% on an annual
basis) of the average during the calendar quarter of the aggregate net
asset value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of record by the
Recipient or by its Customers for a period of more than the minimum
period (the "Minimum Holding Period"), if any, to be set from time to
time by a majority of the Independent Directors.
Alternatively, the Distributor may, at its sole option, make
service fee payments ("Advance Service Fee Payments") to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed (i) 0.25% of the average during the
calendar quarter of the aggregate net asset value of Shares, computed
as of the close of business on the day such Shares are sold,
constituting Qualified Holdings sold by the Recipient during that
quarter and owned beneficially or of record by the Recipient or by its
Customers, plus (ii) 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of Shares
computed as of the close of each business day, constituting Qualified
Holdings owned beneficially or of record by the Recipient or by its
Customers for a period of more than one (1) year, subject to reduction
or chargeback so that the Advance Service Fee Payments do not exceed
the limits on payments to Recipients that are, or may be, imposed by
Article III, Section 26, of the NASD Rules of Fair Practice. In the
event Shares are redeemed less than one year after the date such Shares
were sold, the Recipient is obligated and will repay to the Distributor
on demand a pro rata portion of such Advance Service Fee Payments,
based on the ratio of the time such shares were held to one (1) year.
The Advance Service Fee Payments described in part (i) of this
paragraph (b) may, at the Distributor's sole option, be made more often
than quarterly, and sooner than the end of the calendar quarter.
However, no such payments shall be made to any Recipient for any such
quarter in which its Qualified Holdings do not equal or exceed, at the
end of such quarter, the minimum amount ("Minimum Qualified Holdings"),
if any, to be set from time to time by a majority of the Independent
Directors.
A majority of the Independent Directors may at any time or from
time to time decrease and thereafter adjust the rate of fees to be paid
to the Distributor or to any Recipient, but not to exceed the rate set
forth above, and/or direct the Distributor to increase or decrease the
Maximum Holding Period, the Minimum Holding Period or the Minimum
Qualified Holdings. The Distributor shall notify all Recipients of the
Minimum Qualified Holdings, Maximum Holding Period and Minimum Holding
Period, if any, and the rate of payments hereunder applicable to
Recipients, and shall provide each Recipient with written notice within
thirty (30) days after any change in these provisions. Inclusion of
such provisions or a change in such provisions in a revised current
prospectus shall constitute sufficient notice. The Distributor may
make Plan payments to any "affiliated person" (as defined in the 1940
Act) of the Distributor if such affiliated person qualifies as a
Recipient.
(c) The Service Fee and the Asset-Based Sales Charge on Shares
are subject to reduction or elimination of such amounts under the
limits to which the Distributor is, or may become, subject under
Article III, Section 26, of the NASD Rules of Fair Practice. The
distribution assistance and administrative support services to be
rendered by the Distributor in connection with the Shares may include,
but shall not be limited to, the following: (i) paying sales
commissions to any broker, dealer, bank or other person or entity that
sells Shares, and/or paying such persons Advance Service Fee Payments
in advance of, and/or greater than, the amount provided for in Section
3(b) of this Agreement; (ii) paying compensation to and expenses of
personnel of the Distributor who support distribution of Shares by
Recipients; (iii) obtaining financing or providing such financing from
its own resources, or from an affiliate, for interest and other
borrowing costs on the Distributor's unreimbursed expenses incurred in
rendering distribution assistance and administrative support services
to the Fund; (iv) paying other direct distribution costs, including
without limitation the costs of sales literature, advertising and
prospectuses (other than those furnished to current Shareholders) and
state "blue sky" registration expenses; and (v) providing any service
rendered by the Distributor that a Recipient may render pursuant to
part (a) of this Section 3. Such services include distribution
assistance and administrative support services rendered in connection
with Shares acquired (i) by purchase, (ii) in exchange for shares of
another investment company for which the Distributor serves as
distributor or sub-distributor, or (iii) pursuant to a plan of
reorganization to which the Fund is a party. In the event that the
Board should have reason to believe that the Distributor may not be
rendering appropriate distribution assistance or administrative support
services in connection with the sale of Shares, then the Distributor,
at the request of the Board, shall provide the Board with a written
report or other information to verify that the Distributor is providing
appropriate services in this regard.
(d) Under the Plan, payments may be made to Recipients: (i) by
Oppenheimer Management Corporation ("OMC") from its own resources
(which may include profits derived from the advisory fee it receives
from the Fund), or (ii) by the Distributor (a subsidiary of OMC), from
its own resources, from Asset-Based Sales Charge payments or from its
borrowings.
(e) Notwithstanding any other provision of this Plan, this Plan
does not obligate or in any way make the Fund liable to make any
payment whatsoever to any person or entity other than directly to the
Distributor. In no event shall the amounts to be paid to the
Distributor exceed the rate of fees to be paid by the Fund to the
Distributor set forth in paragraph (a) of this Section 3.
4. Selection and Nomination of Directors. While this Plan is in
effect, the selection and nomination of those persons to be Directors
of the Corporation who are not "interested persons" of the Fund or the
Corporation ("Disinterested Directors") shall be committed to the
discretion of such Disinterested Directors. Nothing herein shall
prevent the Disinterested Directors from soliciting the views or the
involvement of others in such selection or nomination if the final
decision on any such selection and nomination is approved by a majority
of the incumbent Disinterested Directors.
5. Reports. While this Plan is in effect, the Treasurer of the
Corporation shall provide written reports to the Corporation's Board
for its review, detailing services rendered in connection with the
distribution of the Shares, the amount of all payments made and the
purpose for which the payments were made. The reports shall be
provided quarterly, and shall state whether all provisions of Section 3
of this Plan have been complied with.
6. Related Agreements. Any agreement related to this Plan shall be
in writing and shall provide that: (i) such agreement may be terminated
at any time, without payment of any penalty, by a vote of a majority of
the Independent Directors or by a vote of the holders of a "majority"
(as defined in the 1940 Act) of the Fund's outstanding voting
securities of the Class, on not more than sixty days written notice to
any other party to the agreement; (ii) such agreement shall
automatically terminate in the event of its assignment (as defined in
the 1940 Act); (iii) it shall go into effect when approved by a vote of
the Board and its Independent Directors cast in person at a meeting
called for the purpose of voting on such agreement; and (iv) it shall,
unless terminated as herein provided, continue in effect from year to
year only so long as such continuance is specifically approved at least
annually by a vote of the Board and its Independent Directors cast in
person at a meeting called for the purpose of voting on such
continuance.
7. Effectiveness, Continuation, Termination and Amendment. This
Amended and Restated Plan has been approved by a vote of the Board and
its Independent Directors cast in person at a meeting called on June
22, 1995, for the purpose of voting on this Plan, and shall take effect
after approval by Class B shareholders of the Fund, at which time it
shall replace the Fund's Amended and Restated Distribution and Plan
adopted as of December 23, 1994 and the Amended and Restated
Distribution Agreement for the Shares dated December 23, 1994. Unless
terminated as hereinafter provided, it shall continue in effect from
year to year thereafter or as the Board may otherwise determine only so
long as such continuance is specifically approved at least annually by
a vote of the Board and its Independent Directors cast in person at a
meeting called for the purpose of voting on such continuance. This
Plan may not be amended to increase materially the amount of payments
to be made without approval of the Class B Shareholders, in the manner
described above, and all material amendments must be approved by a vote
of the Board and of the Independent Directors. This Plan may be
terminated at any time by vote of a majority of the Independent
Directors or by the vote of the holders of a "majority" (as defined in
the 1940 Act) of the Fund's outstanding voting securities of the Class.
In the event of such termination, the Board and its Independent
Directors shall determine whether the Distributor shall be entitled to
payment from the Fund of all or a portion of the Service Fee and/or the
Asset-Based Sales Charge in respect of Shares sold prior to the
effective date of such termination.
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
By:____________________________________
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By:/s/ Andrew J. Dononohue
Andrew J. Donohue
Executive Vice President
AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
BETWEEN
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
AND OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
FOR CLASS C SHARES OF
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the
"Plan") dated the 22nd day of November, 1995, by and between OPPENHEIMER
QUEST GLOBAL VALUE FUND, INC. (the "Corporation") for the account of its
QUEST GLOBAL VALUE FUND, INC. (the "Fund") and OPPENHEIMER FUNDS
DISTRIBUTOR, INC. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution plan for
Class C shares of the Fund (the "Shares"), contemplated by Rule 12b-1 (the
"Rule") under the Investment Company Act of 1940 (the "1940 Act"),
pursuant to which the Fund will compensate the Distributor for its
services incurred in connection with the distribution of Shares, and the
personal service and maintenance of shareholder accounts that hold Shares
("Accounts"). The Fund may act as distributor of securities of which it
is the issuer, pursuant to the Rule, according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients," as
hereinafter defined, for rendering (1) distribution assistance in
connection with the sale of Shares and/or (2) administrative support
services with respect to Accounts. Such Recipients are intended to have
certain rights as third-party beneficiaries under this Plan. The terms
and provisions of this Plan shall be interpreted and defined in a manner
consistent with the provisions and definitions contained in (i) the 1940
Act, (ii) the Rule, (iii) Article III, Section 26, of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc., or its
successor (the "NASD Rules of Fair Practice") and (iv) any conditions
pertaining either to distribution-related expenses or to a plan of
distribution, to which the Fund is subject under any order on which the
Fund relies, issued at any time by the Securities and Exchange Commission.
2. Definitions. As used in this Plan, the following terms shall
have the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other person
or entity which: (i) has rendered assistance (whether direct,
administrative or both) in the distribution of Shares or has provided
administrative support services with respect to Shares held by Customers
(defined below) of the Recipient; (ii) shall furnish the Distributor (on
behalf of the Fund) with such information as the Distributor shall
reasonably request to answer such questions as may arise concerning the
sale of Shares; and (iii) has been selected by the Distributor to receive
payments under the Plan. Notwithstanding the foregoing, a majority of the
Corporation's Board of Directors (the "Board") who are not "interested
persons" (as defined in the 1940 Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
relating to this Plan (the "Independent Directors") may remove any broker,
dealer, bank or other person or entity as a Recipient, whereupon such
person's or entity's rights as a third-party beneficiary hereof shall
terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all Shares
owned beneficially or of record by: (i) such Recipient, or (ii) such
customers, clients and/or accounts as to which such Recipient is a
fiduciary or custodian or co-fiduciary or co-custodian (collectively, the
"Customers"), but in no event shall any such Shares be deemed owned by
more than one Recipient for purposes of this Plan. In the event that more
than one person or entity would otherwise qualify as Recipients as to the
same Shares, the Recipient which is the dealer of record on the Fund's
books as determined by the Distributor shall be deemed the Recipient as
to such Shares for purposes of this Plan.
3. Payments for Distribution Assistance and Administrative Support
Services.
(a) The Fund will make payments to the Distributor, within forty-
five (45) days of the end of each calendar quarter, in the aggregate
amount (i) of 0.0625% (0.25% on an annual basis) of the average during the
calendar quarter of the aggregate net asset value of the Shares computed
as of the close of each business day (the "Service Fee"), plus (ii)
0.1875% (0.75% on an annual basis) of the average during the calendar
quarter of the aggregate net asset value of the Shares computed as of the
close of each business day (the "Asset-Based Sales Charge"). Such Service
Fee payments received from the Fund will compensate the Distributor and
Recipients for providing administrative support services with respect to
Accounts. Such Asset-Based Sales Charge payments received from the Fund
will compensate the Distributor and Recipients for providing distribution
assistance in connection with the sale of Shares.
The administrative support services in connection with the Accounts
to be rendered by Recipients may include, but shall not be limited to, the
following: answering routine inquiries concerning the Fund, assisting in
establishing and maintaining accounts or sub-accounts in the Fund and
processing Share redemption transactions, making the Fund's investment
plans and dividend payment options available, and providing such other
information and services in connection with the rendering of personal
services and/or the maintenance of Accounts, as the Distributor or the
Fund may reasonably request.
The distribution assistance in connection with the sale of Shares to
be rendered by the Distributor and by Recipients may include, but shall
not be limited to, the following: distributing sales literature and
prospectuses other than those furnished to current holders of the Fund's
Shares ("Shareholders"), and providing such other information and services
in connection with the distribution of Shares as the Distributor or the
Fund may reasonably request.
It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment under
the Plan if it has Qualified Holdings of Shares to entitle it to payments
under the Plan. In the event that either the Distributor or the Board
should have reason to believe that, notwithstanding the level of Qualified
Holdings, a Recipient may not be rendering appropriate distribution
assistance in connection with the sale of Shares or administrative support
services for the Accounts, then the Distributor, at the request of the
Board, shall require the Recipient to provide a written report or other
information to verify that said Recipient is providing appropriate
distribution assistance and/or services in this regard. If the
Distributor or the Board of Directors still is not satisfied, either may
take appropriate steps to terminate the Recipient's status as such under
the Plan, whereupon such Recipient's rights as a third-party beneficiary
hereunder shall terminate.
(b) The Distributor shall make service fee payments to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis) of the
average during the calendar quarter of the aggregate net asset value of
Shares, computed as of the close of each business day, constituting
Qualified Holdings owned beneficially or of record by the Recipient or by
its Customers for a period of more than the minimum period (the "Minimum
Holding Period"), if any, to be set from time to time by a majority of the
Independent Directors.
Alternatively, the Distributor may, at its sole option, make service
fee payments ("Advance Service Fee Payments") to any Recipient quarterly,
within forty-five (45) days of the end of each calendar quarter, at a rate
not to exceed (i) 0.25% of the average during the calendar quarter of the
aggregate net asset value of Shares, computed as of the close of business
on the day such Shares are sold, constituting Qualified Holdings sold by
the Recipient during that quarter and owned beneficially or of record by
the Recipient or by its Customers, plus (ii) 0.0625% (0.25% on an annual
basis) of the average during the calendar quarter of the aggregate net
asset value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of record by the
Recipient or by its Customers for a period of more than one (1) year,
subject to reduction or chargeback so that the Advance Service Fee
Payments do not exceed the limits on payments to Recipients that are, or
may be, imposed by Article III, Section 26, of the NASD Rules of Fair
Practice. In the event Shares are redeemed less than one year after the
date such Shares were sold, the Recipient is obligated and will repay to
the Distributor on demand a pro rata portion of such Advance Service Fee
Payments, based on the ratio of the time such shares were held to one (1)
year.
The Advance Service Fee Payments described in part (i) of the
preceding sentence may, at the Distributor's sole option, be made more
often than quarterly, and sooner than the end of the calendar quarter.
In addition, the Distributor shall make asset-based sales charge payments
to any Recipient quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed 0.1875% (0.75% on an annual
basis) of the average during the calendar quarter of the aggregate net
asset value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of record by the
Recipient or its Customers for a period of more than one (1) year.
However, no such service fee or asset-based sales charge payments
(collectively, the "Recipient Payments") shall be made to any Recipient
for any such quarter in which its Qualified Holdings do not equal or
exceed, at the end of such quarter, the minimum amount ("Minimum Qualified
Holdings"), if any, to be set from time to time by a majority of the
Independent Directors.
A majority of the Independent Directors may at any time or from time
to time decrease and thereafter adjust the rate of fees to be paid to the
Distributor or to any Recipient, but not to exceed the rates set forth
above, and/or direct the Distributor to increase or decrease the Minimum
Holding Period or the Minimum Qualified Holdings. The Distributor shall
notify all Recipients of the Minimum Qualified Holdings or Minimum Holding
Period, if any, and the rates of Recipient Payments hereunder applicable
to Recipients, and shall provide each Recipient with written notice within
thirty (30) days after any change in these provisions. Inclusion of such
provisions or a change in such provisions in a revised current prospectus
shall constitute sufficient notice. The Distributor may make Plan
payments to any "affiliated person" (as defined in the 1940 Act) of the
Distributor if such affiliated person qualifies as a Recipient.
(c) The Service Fee and the Asset-Based Sales Charge on Shares are
subject to reduction or elimination of such amounts under the limits to
which the Distributor is, or may become, subject under Article III,
Section 26, of the NASD Rules of Fair Practice. The distribution
assistance and administrative support services to be rendered by the
Distributor in connection with the Shares may include, but shall not be
limited to, the following: (i) paying sales commissions to any broker,
dealer, bank or other person or entity that sells Shares, and/or paying
such persons Advance Service Fee Payments in advance of, and/or greater
than, the amount provided for in Section 3(b) of this Agreement; (ii)
paying compensation to and expenses of personnel of the Distributor who
support distribution of Shares by Recipients; (iii) obtaining financing
or providing such financing from its own resources, or from an affiliate,
for interest and other borrowing costs of the Distributor's unreimbursed
expenses incurred in rendering distribution assistance and administrative
support services to the Fund; (iv) paying other direct distribution costs,
including without limitation the costs of sales literature, advertising
and prospectuses (other than those furnished to current Shareholders) and
state "blue sky" registration expenses; and (v) providing any service
rendered by the Distributor that a Recipient may render pursuant to part
(a) of this Section 3. Such services include distribution assistance and
administrative support services rendered in connection with Shares
acquired (i) by purchase, (ii) in exchange for shares of another
investment company for which the Distributor serves as distributor or sub-
distributor, or (iii) pursuant to a plan of reorganization to which the
Fund is a party. In the event that the Board should have reason to
believe that the Distributor may not be rendering appropriate distribution
assistance or administrative support services in connection with the sale
of Shares, then the Distributor, at the request of the Board, shall
provide the Board with a written report or other information to verify
that the Distributor is providing appropriate services in this regard.
(d) Under the Plan, payments may be made to Recipients: (i) by
Oppenheimer Management Corporation ("OMC") from its own resources (which
may include profits derived from the advisory fee it receives from the
Fund), or (ii) by the Distributor (a subsidiary of OMC), from its own
resources, from Asset-Based Sales Charge payments or from its borrowings.
(e) Notwithstanding any other provision of this Plan, this Plan does
not obligate or in any way make the Fund liable to make any payment
whatsoever to any person or entity other than directly to the Distributor.
In no event shall the amounts to be paid to the Distributor exceed the
rate of fees to be paid by the Fund to the Distributor set forth in
paragraph (a) of this Section 3.
4. Selection and Nomination of Directors. While this Plan is in
effect, the selection and nomination of those persons to be Directors of
the Corporation who are not "interested persons" of the Fund or the
Corporation ("Disinterested Directors") shall be committed to the
discretion of such Disinterested Directors. Nothing herein shall prevent
the Disinterested Directors from soliciting the views or the involvement
of others in such selection or nomination if the final decision on any
such selection and nomination is approved by a majority of the incumbent
Disinterested Directors.
5. Reports. While this Plan is in effect, the Treasurer of the
Corporation shall provide at least quarterly a written reports to the
Corporation's Board for its review, detailing services rendered in
connection with the distribution of the Shares, the amount of all payments
made and the purpose for which the payments were made. The reports shall
be provided quarterly and shall state whether all provisions of Section
3 of this Plan have been complied with.
6. Related Agreements. Any agreement related to this Plan shall
be in writing and shall provide that: (i) such agreement may be terminated
at any time, without payment of any penalty, by a vote of a majority of
the Independent Directors or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class, on not more than sixty days written notice to any other party
to the agreement; (ii) such agreement shall automatically terminate in the
event of its assignment (as defined in the 1940 Act); (iii) it shall go
into effect when approved by a vote of the Board and its Independent
Directors cast in person at a meeting called for the purpose of voting on
such agreement; and (iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such continuance is
specifically approved at least annually by a vote of the Board and its
Independent Directors cast in person at a meeting called for the purpose
of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This
Amended and Restated Plan has been approved by a vote of the Board and its
Independent Directors cast in person at a meeting called on June 22, 1995
for the purpose of voting on this Plan, and shall take effect after
approval by Class C shareholders of the Fund, at which time it shall
replace the Fund's Plan and Agreement of Distribution for the Shares make
as of September 1, 1993. Unless terminated as hereinafter provided, it
shall continue in effect from year to year from the date first set forth
above or as the Board may otherwise determine only so long as such
continuance is specifically approved at least annually by a vote of the
Board and its Independent Directors cast in person at a meeting called for
the purpose of voting on such continuance. This Plan may not be amended
to increase materially the amount of payments to be made without approval
of the Class C Shareholders, in the manner described above, and all
material amendments must be approved by a vote of the Board and of the
Independent Directors. This Plan may be terminated at any time by vote
of a majority of the Independent Directors or by the vote of the holders
of a "majority" (as defined in the 1940 Act) of the Fund's outstanding
voting securities of the Class. In the event of such termination, the
Board and its Independent Directors shall determine whether the
Distributor is entitled to payment from the Fund of all or a portion of
the Service Fee and/or the Asset-Based Sales Charge in respect of Shares
sold prior to the effective date of such termination.
OPPENHEIMER QUEST GLOBAL VALUE FUND, INC.
By: ____________________________________
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By:/s/ Andrew J. Donohue
Andrew J. Donohue
Executive Vice President
Oppenheimer Quest Global Value Fund, Inc.
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule
The Fund's average annual total returns and total returns are
calculated as described below, on the basis of the Fund's
distributions, for the past 10 years which are as follows:
Distribution Amount From Amount From
Reinvestment Investment Long or Short-Term Reinvestment
(Ex)Date Income Capital Gains Price
Class A Shares
12/28/90 0.1180 0.0000 10.460
01/14/91 0.0080 0.0000 10.050
12/18/92 0.0000 0.8110 11.630
12/31/92 0.0920 0.0000 11.450
08/13/93 0.0270 0.0890 13.530
12/13/93 0.0000 0.4935 13.610
12/05/94 0.0000 1.2281 12.970
Class B Shares
12/31/93 0.0000 0.4935 13.600
12/05/94 0.0000 1.2281 12.870
Class C Shares
12/13/93 0.0000 0.4935 13.600
12/05/94 0.0000 1.2281 12.860
1. Average Annual Total Returns for the Periods Ended 11/30/95.
The formula for calculating average annual total return is as follows:
1 ERV n
--------------- = n (---) - 1 = average annual total return
number of years P
Where: ERV = ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the period
P = hypothetical initial investment of $1,000
Class A Shares
Examples, assuming a maximum sales charge of 5.75%:
One Year Five Year
$1,128.65 1 $1,724.63 .2
(---------) - 1 = 12.87% (---------) - 1 = 11.52%
$1,000 $1,000
Inception
$1,512.78 .1848
(---------) - 1 = 7.95%
$1,000
Oppenheimer Quest Global Value Fund, Inc.
Page 2
1. Average Annual Total Returns for the Periods Ended 11/30/95 (Continued):
Class B Shares
Examples, assuming a maximum contingent deferred sales charge of 5.00%
for the first year and 3.00% for the inception year:
One Year Inception
$1,141.18 1 $1,233.13 .4450
(---------) - 1 = 14.12% (---------) - 1 = 9.77%
$1,000 $1,000
Class C Shares
Examples, assuming a maximum contingent deferred sales charge of 1.00%
for the first year, and 0.00% for the inception year:
One Year Inception
$1,179.00 1 $1,259.93 .4450
(---------) - 1 = 17.90% (---------) - 1 = 10.83%
$1,000 $1,000
Examples at NAV:
Class A Shares
One Year Five Year
$1,197.50 1 $1,829.82 .2
(---------) - 1 = 19.75% (---------) - 1 = 12.84%
$1,000 $1,000
Inception
$1,605.14 .1848
(---------) - 1 = 9.14%
$1,000
Class B Shares
One Year Inception
$1,191.18 1 $1,263.14 .4450
(---------) - 1 = 19.12% (---------) - 1 = 10.95%
$1,000 $1,000
Class C Shares
One Year Inception
$1,189.00 1 $1,259.93 .4450
(---------) - 1 = 18.90% (---------) - 1 = 10.83%
$1,000 $1,000
Oppenheimer Quest Global Value Fund, Inc.
Page 3
2. Cumulative Total Returns for the Periods Ended 11/30/95:
The formula for calculating cumulative total return is as follows:
(ERV - P) / P = Cumulative Total Return
Class A Shares
Examples, assuming a maximum sales charge of 5.75%:
One Year Five Year
$1,128.65 - $1,000 $1,724.63 - $1,000
------------------ = 12.87% ------------------ = 72.46%
$1,000 $1,000
Inception
$1,512.78 - $1,000
------------------ = 51.28%
$1,000
Class B Shares
Examples, assuming a maximum contingent deferred sales charge of 5.00% for the
first year and 3.00% for the inception year:
One Year Inception
$1,141.18 - $1,000 $1,233.13 - $1,000
------------------ = 14.12% ------------------ = 23.31%
$1,000 $1,000
Class C Shares
Examples, assuming a maximum contingent deferred sales charge of 1.00% for the
first year, and 0.00% for the inception year:
One Year Inception
$1,179.00 - $1,000 $1,259.93 - $1,000
------------------ = 17.90% ------------------ = 25.99%
$1,000 $1,000
Oppenheimer Quest Global Value Fund, Inc.
Page 5
2. Cumulative Total Returns for the Periods Ended 11/30/95 (Continued):
Examples at NAV:
Class A Shares
One Year Five Year
$1,197.50 - $1,000 $1,829.82 - $1,000
------------------ = 19.75% ------------------ = 82.98%
$1,000 $1,000
Inception
$1,605.14 - $1,000
------------------ = 60.51%
$1,000
Class B Shares
One Year Inception
$1,191.18 - $1,000 $1,263.14 - $1,000
------------------ = 19.12% ------------------ = 26.31%
$1,000 $1,000
Class C Shares
One Year Inception
$1,189.00 - $1,000 $1,259.93- $1,000
------------------ = 18.90% ------------------ = 25.99%
$1,000 $1,000
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