SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant / X /
Filed by a party other than the registrant / /
Check the appropriate box:
/ X / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11 or Rule 14a-12
OPPENHEIMER ENTERPRISE FUND
- - - ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
OPPENHEIMER ENTERPRISE FUND
- - - ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ X / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee Computed on table below per Exchange Act Rules 14a
-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1
- - - --------------------
1 - Set forth the amount on which the filing fee is calculated and state
how it was determined.
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
OPPENHEIMER ENTERPRISE FUND
Two World Trade Center, New York, New York 10048-0203
Notice Of Meeting Of Shareholders To Be Held
October 3, 1996
To The Shareholders of Oppenheimer Enterprise Fund
Notice is hereby given that a Meeting of the Shareholders of Oppenheimer
Enterprise Fund (the "Fund") will be held at 3410 South Galena Street,
Denver, Colorado, 80231, at 11:00 A.M., Denver time, on October 3, 1996,
or any adjournments thereof, for the following purposes:
To be voted on by holders of:
Class A Shares Class B Shares Class C Shares
X X X
(a) To elect twelve Trustees to hold office until the next meeting of
shareholders called for the purpose of electing Trustees and until their
successors are elected and shall qualify;
X X X
(b) To ratify the selection of KPMG Peat Marwick LLP as the independent
certified public accountants and auditors of the Fund for the fiscal year
beginning August 31, 1995 (Proposal No. 1);
X X X
(c) To approve an Investment Advisory Agreement between the Fund and
OppenheimerFunds, Inc.(the "Manager") (Proposal No. 2);
X
(d) To approve the Fund's Class A 12b-1 Service Plan (only shareholder of
Class A shares vote on this proposal) (Proposal No. 3); and
X
(e) To approve the Fund's Class B 12b-1 Distribution and Service Plan
(only shareholder of Class B shares vote on this proposal) (Proposal No.
4); and
X
(f) To approve the Fund's Class C 12b-1 Distribution and Service Plan
(only shareholder of Class C shares vote on this proposal) (Proposal No.
5); and
X X X
(g) To transact such other business as may properly come before the
meeting, or any adjournments thereof.
Shareholders of record at the close of business on July 19, 1996, are
entitled to vote at the meeting. The election of Trustees and the
Proposals are more fully discussed in the Proxy Statement. Please read
it carefully before telling us, through your proxy or in person, how you
wish your shares to be voted. The Board of Trustees of the Fund
recommends a vote to elect each of the nominees as Trustee and in favor
of each Proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED
PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
August 2, 1996
Shareholders who do not expect to attend the Meeting are asked to indicate
voting instructions on the enclosed proxy and to date, sign and return it
in the accompanying postage-paid envelope. To avoid unnecessary duplicate
mailings, we ask your cooperation in promptly mailing your proxy no matter
how large or small your holdings may be.
885
<PAGE>
OPPENHEIMER ENTERPRISE FUND
Two World Trade Center, New York, New York 10048-0203
PROXY STATEMENT
Meeting of Shareholders
To Be Held October 3, 1996
This statement is furnished to the shareholders of Oppenheimer Enterprise
Fund (the "Fund") in connection with the solicitation by the Fund's Board
of Trustees of proxies to be used at a meeting (the "Meeting") of
shareholders to be held at 3410 South Galena Street, Denver, Colorado,
80231, at 11:00 A.M., Denver time, on October 3, 1996, or any adjournments
thereof. It is expected that the mailing of this Proxy Statement will be
made on or about August 9, 1996. For a free copy of the semi-annual
reports covering the operations of the Fund for the period from November
7, 1995(the commencement of operations) to February 29, 1996, call
OppenheimerFunds Services, the Fund's transfer agent, at 1-800-525-7048.
The enclosed proxy, if properly executed and returned, will be voted (or
counted as an abstention or withheld from voting) in accordance with the
choices specified thereon, and will be included in determining whether
there is a quorum to conduct the meeting. The proxy will be voted in
favor of the nominees for Trustee named in this Proxy Statement unless a
choice is indicated to withhold authority to vote for all listed nominees
or any individual nominee. The proxy will be voted in favor of each
Proposal unless a choice is indicated to vote against or to abstain from
voting on that Proposal. Shares owned of record by broker-dealers for the
benefit of their customers ("street account shares") will be voted by the
broker-dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted under
applicable stock exchange rules) as record holder vote such shares for the
election of Trustees and on the Proposals in the same proportion as that
broker-dealer votes street account shares for which voting instructions
were received in time to be voted.
If a shareholder executes and returns a proxy but fails to indicate how
the votes should be cast, the proxy will be voted in favor of the election
of each of the nominees named herein for Trustee and in favor of each
Proposal.
The proxy may be revoked at any time prior to the voting by: (1) writing
to the Secretary of the Fund at Two World Trade Center, New York, New
York, 10048-0203; (2) attending the meeting and voting in person; or (3)
signing and returning a new proxy (if returned and received in time to be
voted).
The cost of printing and distributing these proxy materials is an expense
of the Fund. In addition to the solicitation of proxies by mail, proxies
may be solicited by officers or employees of the Fund's transfer agent,
personally or by telephone or telegraph; any expenses so incurred will
also be borne by the Fund. Brokers, banks and other fiduciaries may be
required to forward soliciting material to their principals and to obtain
authorization for the execution of proxies. For those services they will
be reimbursed by the Fund for their out-of-pocket expenses.
Shares Outstanding and Entitled to Vote. As of July 19, 1996, the record
date, there were ______________________ shares of the Fund issued and
outstanding, consisting of _______________ Class A shares and
________________, Class B shares and _____________ Class C shares. Each
Class A, Class B and Class C share of the Fund has voting rights as stated
in this Proxy Statement and is entitled to one vote for each share (and
a fractional vote for a fractional share) held of record at the close of
business on the record date. As of July 5, 1996, the only entities owning
of record or known by management of the Fund to be the beneficial owner
of 5% or more of the outstanding shares of any class of the Fund's shares
were Merrill Lynch Pierce Fenner & Smith, Inc., 4800 Dear Lake Drive,
Jacksonville, FL 33246; 64,687 Class C shares (19.04%); and Daine
Bosworth, Inc. 600 South State Street, Bellingham, WA 98225, 17,832.315
Class C shares (5.43%).
ELECTION OF TRUSTEES
At the Meeting, twelve Trustees are to be elected to hold office until the
next meeting of shareholders called for the purpose of electing Trustees
and until their successors shall be duly elected and shall have qualified.
The persons named as attorneys-in-fact in the enclosed proxy have advised
the Fund that unless a proxy instructs them to withhold authority to vote
for all listed nominees or any individual nominee, all validly executed
proxies will be voted by them for the election of the nominees named below
as Trustees of the Fund. As a Massachusetts business trust, the Fund does
not contemplate holding annual shareholder meetings for the purpose of
electing Trustees. Thus, the Trustees will be elected for indefinite
terms until a shareholder meeting is called for the purpose of voting for
Trustees and until their successors are elected and shall qualify.
Each of the nominees is presently a Trustee and has agreed to be nominated
and, if elected, to continue to serve as a Trustee of the Fund. Each of
the Trustees is also a Trustee or Director of Oppenheimer Fund,
Oppenheimer Discovery Fund, Oppenheimer Global Fund, Oppenheimer Global
Emerging Growth Fund, Oppenheimer Global Growth & Income Fund, Oppenheimer
Growth Fund, Oppenheimer Target Fund, Oppenheimer Tax-Free Bond Fund,
Oppenheimer Gold & Special Minerals Fund, Oppenheimer Asset Allocation
Fund, Oppenheimer California Tax-Exempt Fund, Oppenheimer Multi-State Tax-
Exempt Trust, Oppenheimer Money Market Fund, Inc., Oppenheimer U.S.
Government Trust, Oppenheimer New York Tax-Exempt Fund, Oppenheimer Multi-
Government Trust and Oppenheimer Multi-Sector Income Trust (together with
the Fund, the "New York Oppenheimer funds") except Ms. Macaskill is not
a director of Oppenheimer Money Market Fund, Inc.. Ms Macaskill is
President , Mr. Levy is Chairman and Mr. Spiro is Vice Chairman of the
Fund and each of the other New York Oppenheimer funds.
Each nominee indicated below by an asterisk is an "interested person" (as
that term is defined in the Investment Company Act of 1940, hereinafter
referred to as the "Investment Company Act") of the Fund due to the
positions indicated with the Fund's investment adviser, OppenheimerFunds,
Inc., formerly known as Oppenheimer Management Corporation, (the
"Manager") or its affiliates, or other positions described. The year
given below indicates when the nominee first became a Trustee or Director
of any of the New York Oppenheimer funds without a break in service. The
beneficial ownership of Class A shares listed below includes voting and
investment control, unless otherwise indicated below. If a nominee should
be unable to accept election, the Board of Trustees may, in its
discretion, select another person to fill the vacant position. As of July
5, 1996 the Trustees and officers of the Fund as a group owned 6,425.718
Class A shares of the Fund in the aggregate, which is less than 1% of the
outstanding shares of that class.
<TABLE>
<CAPTION>
Shares
Beneficially
Name And Business Experience Owned as of
Other Information During the Past Five Years July 5, 1996
<S> <C> <C>
Leon Levy General Partner of Odyssey Partners, L.P. None
first became a (investment partnership); Chairman of
Trustee in 1959 Avatar Holdings, Inc. (real estate
Age: 70 development).
Robert G. Galli*
first became a Vice Chairman of the Manager; Vice None
Trustee in 1993 President and Counsel of Oppenheimer
Age: 63 Acquisition Corp., the Manager's
parent holding company; formerly he held the
following positions: Executive Vice President and
General Counsel of the Manager and OppenheimerFunds
Distributor, Inc. (the "Distributor"),a director
of the Manager and the Distributor, Vice President and a director
of HarbourView Asset Management Corporation
("HarbourView") and Centennial Asset Management
Corporation ("Centennial"), investment adviser
subsidiaries of the Manager, a director of
Shareholder Financial Services, Inc. ("SFSI")
and Shareholder Services, Inc. ("SSI"),
transfer agent subsidiaries of the Manager,
an officer of other Oppenheimer funds.
Benjamin Lipstein Professor Emeritus of Marketing, Stern None
first became a Graduate School of Business Administration,
Trustee in 1974 New York University; Director of Sussex Publishers,
Age: 73 Inc. (publishers of Psychology Today and Mother
Earth News) and Spy Magazine, L.P.
Bridget A. Macaskill* President and CEO and a Director of the Manager; None
first became a Chairman and a Director of SSI, President and a Director
Trustee in 1995 of OAC and HarborView and a Director of Oppenheimer
Age 47 Partnership Holdings, Inc; a holding company subsidiary
of the Manager, formerly Executive Vice President of the Manager.
</TABLE>
_______________________
* A nominee who is an "interested person" of the Fund or the Manager under
the Investment Company Act.
<TABLE>
<CAPTION>
Shares
Beneficially
Name And Business Experience Owned as of
Other Information During the Past Five Years July 5, 1996
<S> <C> <C>
Elizabeth B. Moynihan
first became a Author and architectural historian; a None
Trustee in 1992 trustee of the Freer Gallery of Art
Age: 66 (Smithsonian Institution), the Institute
of Fine Arts (New York University),
National Building Museum; a member of
the Trustees Council, Preservation League
of New York State; a member of the Indo-U.S.
Sub-Commission on Education and Culture.
Kenneth A. Randall A director of Dominion Resources, Inc. None
first became a (electric utility holding company),
Trustee in 1980 Dominion Energy, Inc. (electric power and
Age: 69 oil & gas producer), Enron-Dominion Cogen
Corp. (cogeneration company), Kemper
Corporation (insurance and financial
services company) and Fidelity Life Association
(mutual life insurance company); formerly
President and Chief Executive Officer of The Conference
Board, Inc. (international economic and
business research) and formerly a director of
Lumbermans Mutual Casualty Company, American Motorists
Insurance Company and American Manufactures Insurance
Company.
.
Edward V. Regan
first became a Chairman of Municipal Assistance Corporation for the None
Trustee in 1993 City of New York; Senior Fellow of Jerome Levy Economics
Age: 66 Institute; a member of the U.S. Competitiveness
Policy Council; a director of GranCare, Inc.
(health care provider); formerly New York State
Comptroller and trustee, New York State and Local
Retirement Fund.
Russell S. Reynolds, Founder Chairman of Russell Reynolds None
Jr. Associates, Inc. (executive recruiting); Chairman of
first became a Directorship, Inc. (consulting and publishing); a
Trustee in 1989 trustee of Mystic Seaport Museum, International House,
Age: 64 Greenwich Historical Society and Greenwich Hospital.
</TABLE>
<TABLE>
<CAPTION>
Shares
Beneficially
Name And Business Experience Owned as of
Other Information During the Past Five Years July 5, 1996
<S> <C> <C>
Sidney M. Robbins Chase Manhattan Professor Emeritus of None
first became a Financial Institutions, Graduate School of
Trustee in 1963 Business, Columbia University; Visiting
Age: 84 Professor of Finance, University of Hawaii;
Emeritus Founding Director of The Korea Fund, Inc.(a closed-end
investment company); member of the Board of Advisors
of Olympus Private Placement Fund, L.P.;
Professor Emeritus of Finance, Adelphi University.
Donald W. Spiro* Chairman Emeritus and a director of the Manager; 6,425.718
first became a formerly Chairman of the Manager and the
Trustee in 1985 Distributor.
Age: 70
Pauline Trigere Chairman and Chief Executive Officer of None
first became a Trigere, Inc. (design and sale of
Trustee in 1977 women's fashions).
Age: 83
Clayton K. Yeutter
first became a Of Counsel to Hogan & Hartson (a law firm); None
Trustee in 1993 a director of B.A.T. Industries, Ltd. (tobacco
Age: 65 and financial services), Caterpillar, Inc.
(machinery), ConAgra, Inc. (food and agricultural
products), Farmers Insurance Company (insurance),
FMC Corp. (chemicals and machinery), and
Texas Instruments, Inc. (electronics) formerly
Counsellor to the President (Bush) for Domestic
Policy, Chairman of the Republican National Committee,
Secretary of the U.S. Department of Agriculture, and U.S.
Trade Representative.
</TABLE>
_______________________
* A nominee who is an "interested person" of the Fund or the Manager under
the Investment Company Act.
Vote Required. The affirmative vote of a majority of the votes cast by
shareholders of the Fund without regard to class is required for the
election of a nominee as Trustee. The Board of Trustees recommends a vote
for the election of each nominee.
Functions of the Board of Trustees: The primary responsibility for the
management of the Fund rests with the Board of Trustees. The Trustees meet
regularly to review the activities of the Fund and of the Manager, which
is responsible for its day-to-day operations. Two regular meetings of the
Trustees were held in the period from November 7, 1995 (the commencement
of operations of the Fund) to February 29, 1996. Each of the Trustees,
except for Messrs. Spiro and Randall, were present for at least 75% of the
meetings held of the board and of all committees on which that Trustee
served. The Trustees of the Fund have appointed an Audit Committee,
comprised of Messrs. Randall (Chairman), Robbins (Vice Chairman), and
Regan, none of whom is an "interested person" (as that term is defined in
the Investment Company Act) of the Manager or the Fund. The functions of
the Committee include (i) making recommendations to the Board concerning
the selection of independent auditors for the Fund (subject to shareholder
ratification); (ii) reviewing the methods, scope and results of audits and
the fees charged; (iii) reviewing the adequacy of the Fund's internal
accounting procedures and controls; and (iv) establishing a separate line
of communication between the Fund's independent auditors and its
independent Trustees. The Committee met one time during the period ended
August 31, 1996. The Board of Trustees does not have a standing
nominating or compensation committee.
Remuneration of Trustees. The officers of the Fund are affiliated with
the Manager; they and the Trustees of the Fund who are affiliated with the
Manager (Ms. Macaskill and Messrs. Galli and Spiro; Ms. Macaskill and Mr.
Spiro are also officers) receive no salary or fee from the Fund. The
Trustees of the Fund (excluding Ms. Macaskill and Messrs. Galli and Spiro)
received the total amounts shown below (i) from the Fund, during the
period ended August 31, 1996, and (ii) from all 18 of the New York-based
Oppenheimer funds (including the Fund) listed in the first paragraph of
this section (and from Oppenheimer Mortgage Income Fund and Oppenheimer
Time Fund, former New York-based Oppenheimer funds, which ceased
operations following the acquisition of their assets by certain other
Oppenheimer funds), for services in the positions shown:
<TABLE>
<CAPTION>
Aggregate Retirement Benefits Total Compensation
Compensation Accrued as Part From All
Name and from the of Fund New York-based
Position Fund 1 Expenses Oppenheimer funds2
<S> <C> <C> <C>
Leon Levy $1,198 None $141,000.00
Chairman and Trustee
Benjamin Lipstein $732 None $ 86,200.00
Study Committee
Member and Trustee
Elizabeth B. Moynihan $732 None $ 86,200.00
Study Committee
Member and Trustee
Kenneth A. Randall $666 None $ 78,400.00
Audit Committee
Chairman and Trustee
Edward V. Regan $584 None $ 68,800.00
Audit Committee
Member and Trustee
Russell S. Reynolds, $433 None $ 52,100.00
Jr., Trustee
Sidney M. Robbins $1,037 None $122,100.00
Study Committee
Chairman, Audit
Committee Vice-Chairman
and Trustee
Pauline Trigere $443 None $ 52,100.00
Trustee
Clayton K. Yeutter $443 None $ 52,100.00
Trustee
</TABLE>
______________________
1 Estimated to be received during the current fiscal year ending August
31, 1996.
2 For the 1995 calendar year. The Study and Audit Committees meet for
all of the New York-based Oppenheimer Funds and the fees are allocated
among the funds by the Board.
The Fund has adopted a retirement plan that provides for payment to a
retired Trustee of up to 80% of the average compensation paid during that
Trustee's five years of service in which the highest compensation was
received. A Trustee must serve in that capacity for any of the New York-
based Oppenheimer funds for at least 15 years to be eligible for the
maximum payment. Because retirement benefits are determined by future
compensation and length of service, such benefits and estimated credited
years of service are not presently determinable. No payments have been
made by the Fund under the plan as of February 29, 1996 .
Officers of the Fund. Each officer of the Fund is elected by the Trustees
to serve an indefinite term. Information is given below about the
executive officers who are not Trustees of the Fund, including their
business experience during the past five years.
Jay W. Tracey, III, Vice President and Portfolio Manager; Age: 42
Vice President of the Manager; portfolio manager of other Oppenheimer
funds; from February 1994 through September 1994, a Managing Director of
Buckingham Capital Management prior to which he was portfolio manager and
Vice President of other Oppenheimer funds and a Vice President of the
Manager;. Before that he was Senior Vice President of Founders Asset
Management, Inc. (a mutual fund adviser); prior to which he was a
securities analyst and portfolio manager for Berger Associates, Inc.
(investment adviser).
Andrew J. Donohue, Secretary; Age: 45
Executive Vice President and General Counsel of the Manager and the
Distributor; President and Director of Centennial; an officer of other
Oppenheimer funds; formerly Senior Vice President and Associate General
Counsel of the Manager and the Distributor, Partner in Kraft & McManimon
(a law firm), an officer of First Investors Corporation (a broker-dealer)
and First Investors Management Company, Inc. (broker-dealer and investment
adviser); and director and an officer of First Investors Family of Funds
and First Investors Life Insurance Company.
George C. Bowen, Treasurer; Age: 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 and Assistant Secretary and a director of Centennial; Vice
President, Treasurer and Secretary of SSI and SFSI; an officer of other
Oppenheimer funds.
Robert G. Zack, Assistant Secretary; Age: 47
Senior Vice President and Associate General Counsel of the 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
Vice President of the Manager/Mutual Fund Accounting; an officer of other
Oppenheimer funds; previously a Fund Controller of the Manager, prior to
which he was an Accountant for Yale & Seffinger, P.C., an accounting firm,
and previously an Accountant and Commissions Supervisor for Stuart James
Company Inc., a broker-dealer.
Scott Farrar, Assistant Treasurer; Age: 30
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of other
Oppenheimer funds; previously a Fund Controller for the Manager, prior to
which he was an International Mutual Fund Supervisor for Brown Brothers
Harriman & Co. (a bank) and previously a Senior Fund Accountant for State
Street Bank & Trust Company.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act requires that independent certified public
accountants and auditors ("auditors") be selected annually by the Board
of Trustees and that such selection be ratified by the shareholders at the
next-convened annual meeting of the Fund, if one is held. The Board of
Trustees of the Fund, including a majority of the Trustees who are not
"interested persons" (as defined in the Investment Company Act) of the
Fund or the Manager, at a meeting held March 16, 1995, selected KPMG Peat
Marwick LLP ("Peat Marwick") as auditors of the Fund for the fiscal year
beginning August 31, 1995. Peat Marwick also serves as auditors for
certain other funds for which the Manager acts as investment adviser. At
the Meeting, a resolution will be presented for the shareholders' vote to
ratify the selection of Peat Marwick as auditors. Representatives of Peat
Marwick are not expected to be present at the Meeting but will have the
opportunity to make a statement if they desire to do so and will be
available should any matter arise requiring their presence. The Board of
Trustees recommends approval of the selection of Peat Marwick as auditors
of the Fund.
APPROVAL OF PROPOSED INVESTMENT ADVISORY AGREEMENT
(Proposal No. 2)
The Fund has an Investment Advisory Agreement dated November 7, 1995, with
the Manager (the "Agreement") which was approved by the Fund's Board of
Trustees, including a majority of the Trustees who are not "interested
persons" (as defined in the Investment Company Act) of the Fund or of the
Manager. The Manager approved the Agreement on November 7, 1995 as the
Fund's only shareholder at that date. Pursuant to an undertaking made by
the Fund in connection with its initial Registration Statement filed with
the Securities and Exchange Commission, the Fund is submitting the
Agreement to shareholders at this meeting, which is the first-convened
shareholders meeting. A copy of the Agreement is included in this Proxy
Statement as Exhibit A. If approved by the shareholders at this meeting,
the Proposed Agreement will be effective on such date and continue in
effect until December 31, 1996, and thereafter from year to year unless
terminated, but only so long as such continuance is approved in accordance
with the Investment Company Act.
Under the Agreement, the Manager supervises the investment operations of
the Fund and the composition of its portfolio and furnishes the Fund
advice and recommendations with respect to investments, investment
policies and the purchase and sale of securities. The management fee
payable monthly under the Agreement to the Manager is computed on the
average annual net assets of the Fund as of the close of business each day
at the annual rates of 0.75% of the first $200 million of net assets;
0.72% of the next $200 million; 0.69% of the next $200 million; and 0.66%
of the next $200 million and 0.60% of the net assets in excess of $800
million. For the period ended February 29, 1996, the Fund paid a
management fee of $41,767 under the Agreement. The Manager also acts as
investment adviser to other funds that have similar or comparable
investment objectives. A list of those funds and the net assets and
advisory fee rates paid by those funds, is contained in Exhibit B to this
Proxy Statement.
The Agreement requires the Manager, at its expense, to provide the Fund
with adequate office space, facilities and equipment as well as to
provide, and supervise the activities of all administrative and clerical
personnel required to provide effective administration for the Fund,
including the compilation and maintenance of records with respect to its
operations, the preparation and filing of specified reports, and
composition of proxy materials and registration statements for continuous
public sale of shares of the Fund. Expenses not expressly assumed by the
Manager under the Agreement or by the distributor of the Fund's shares are
paid by the Fund. The Agreement lists examples of expenses paid by the
Fund, the major categories of which relate to interest, taxes, brokerage
commissions, fees to certain Trustees, legal and audit expenses, custodian
and transfer agent expenses, share certificate issuance costs, certain
printing and registration costs, and non-recurring expenses, including
litigation.
The Agreement contains no expense limitation. However, independently of
the Agreement, the Manager has undertaken that the total expenses of the
Fund in any fiscal year (including the management fee but excluding taxes,
interest, brokerage fees and any extraordinary non-recurring expenses,
such as litigation) shall not exceed the most stringent applicable
regulatory limitation. The payment of the management fee at the end of
any month will be reduced so that there will not be any accrued but unpaid
liability under this expense limitation. The Manager reserves the right
to change or eliminate this expense limitation at any time.
The Agreement provides that in the absence of willful misfeasance, bad
faith or gross negligence in the performance of its duties or reckless
disregard of its obligations under the Agreement, the Manager is not
liable for any loss sustained by reason of any investment, or the
purchase, sale or retention of any security, or for any act or omission
in performing the services required by the Agreement. The Agreement
permits the Manager to act as investment adviser for any other person,
firm or corporation and to use the name "Oppenheimer" in connection with
other investment companies for which it may act as investment adviser.
If the Manager shall no longer act as investment adviser to the Fund, the
right of the Fund to use the name "Oppenheimer" as part of its name may
be withdrawn.
Brokerage Provisions of the Agreements. One of the duties of the Manager
under the advisory agreement is to arrange the portfolio transactions for
the Fund. The advisory agreement contains provisions relating to the
employment of broker-dealers ("brokers") to effect the Fund's portfolio
transactions. In doing so, the Manager is authorized by the advisory
agreement to employ such broker-dealers, including "affiliated" brokers,
as that term is defined in the Investment Company Act, as may, in its
best judgment based on all relevant factors, implement the policy of the
Fund to obtain, at reasonable expense, the "best execution" (prompt and
reliable execution at the most favorable price obtainable) of such
transactions. The Manager need not seek competitive commission bidding
but is expected to be aware of the current rates of eligible brokers and
to minimize the commissions paid to the extent consistent with the
interest and policies of the Fund as established by its Board of Trustees.
Purchases of securities from underwriters include a commission or
concession paid by the issuer to the underwriter, and purchases from
dealers include a spread between the bid and asked price.
Under the advisory agreement, the Manager is authorized to select
brokers that provide brokerage and/or research services for the Fund
and/or the other accounts over which the Manager or its affiliates have
investment discretion. The commissions paid to such brokers may be higher
than another qualified broker would have charged if a good faith
determination is made by the Manager that the commission is fair and
reasonable in relation to the services provided. Subject to the foregoing
considerations, the Manager may also consider sales of shares of the Fund
and other investment companies managed by the Manager or its affiliates
as a factor in the selection of brokers for the Fund's portfolio
transactions.
Description of Brokerage Practices. Subject to the provisions of the
advisory agreement, and the procedures and rules described above,
allocations of brokerage are generally made by the Manager's portfolio
traders based upon recommendations from the Manager's portfolio managers.
In certain instances, portfolio managers may directly place trades and
allocate brokerage, also subject to the provisions of the investment
advisory agreement and the procedures and rules described above. In
either case, brokerage is allocated under the supervision of the Manager's
executive officers. Transactions in securities other than those for which
an exchange is the primary market are generally done with principals or
market makers. Brokerage commissions are paid primarily for effecting
transactions in listed securities or for certain fixed-income agency
transactions in the secondary market and are otherwise paid only if it
appears likely that a better price or execution can be obtained. When the
Fund engages in an option transaction, ordinarily the same broker will be
used for the purchase or sale of the option and any transaction in the
securities to which the option relates. When possible, concurrent orders
to purchase or sell the same security by more than one of the accounts
managed by the Manager or its affiliates are combined. The transactions
effected pursuant to such combined orders are averaged as to price and
allocated in accordance with the purchase or sale orders actually placed
for each account. Option commissions may be relatively higher than those
which would apply to direct purchases and sales of portfolio securities.
The research services provided by a particular broker may be useful
only to one or more of the advisory accounts of the Manager and its
affiliates, and investment research received for the commissions of those
other accounts may be useful both to the Fund and one or more of such
other accounts. Such research, which may be supplied by a third party at
the instance of a broker, includes information and analyses on particular
companies and industries as well as market or economic trends and
portfolio strategy, receipt of market quotations for portfolio
evaluations, information systems, computer hardware and similar products
and services. If a research service also assists the Manager in a non-
research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the
Manager in the investment decision-making process may be paid in
commission dollars. The Board of Trustees has permitted the Manager to
use concessions on fixed price offerings to obtain research, in the same
manner as is permitted for agency transactions. The Board has also
permitted the Manager to use stated commissions on secondary fixed-income
agency trades to obtain research where the broker has represented to the
Manager that: (1) the trade is not from or for the broker's own
inventory; (ii) the trade was executed by the broker on an agency basis
at the stated commission; and (iii) the trade is not a riskless principal
transaction.
The research services provided by brokers broaden the scope and
supplement the research activities of the Manager, by making available
additional views for consideration and comparisons, and by enabling the
Manager to obtain market information for the valuation of securities held
in the Fund's portfolio or being considered for purchase. The Board of
Trustees, including the "independent" Trustees of the Fund (those Trustees
of the Fund who are not "interested persons" as defined in the Investment
Company Act, and who have no direct or indirect financial interest in the
operation of the advisory agreement or the Distribution and Service Plans
described below) annually reviews information furnished by the Manager as
to the commissions paid to brokers furnishing such services so that the
Board may ascertain whether the amount of such commissions was reasonably
related to the value or benefit of such services.
The Manager and the Distributor. Subject to the authority of the Board
of Trustees, the Manager is responsible for the day-to-day management of
the Fund's business, pursuant to its investment advisory agreement with
the Fund. OppenheimerFunds Distributor, Inc., a wholly-owned subsidiary
of the Manager, is the general distributor of the Fund's shares.
The Manager (including a subsidiary) currently manages investment
companies, including other Oppenheimer funds, with assets of more than $50
billion as of June 30, 1996, and with more than 3 million shareholder
accounts. The Manager is a wholly-owned subsidiary of Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts
Mutual Life Insurance Company ("MassMutual"). The Manager, the
Distributor and OAC are located at Two World Trade Center, New York, New
York 10048. MassMutual is located at 1295 State Street, Springfield,
Massachusetts 01111. OAC acquired the Manager on October 22, 1990. As
indicated below, the common stock of OAC is owned by (i) certain officers
and/or directors of the Manager, (ii) MassMutual and (iii) another
investor. No institution or person holds 5% or more of OAC's outstanding
common stock except MassMutual. MassMutual has engaged in the life
insurance business since 1851.
The common stock of OAC is divided into three classes. At December 31,
1995, MassMutual held (i) all of the 2,160,000 shares of Class A voting
stock, (ii) 482,637 shares of Class B voting stock, and (iii) 943,135
shares of Class C non-voting stock. This collectively represented 81.6%
of the outstanding common stock and 87.4% of the voting power of OAC as
of that date. Certain officers and/or directors of the Adviser held (i)
642,172 shares of the Class B voting stock, representing 14.6% of the
outstanding common stock and 10.9% of the voting power, and (ii) options
acquired without cash payment which, when they become exercisable, allow
the holders to purchase up to 719,310 shares of Class C non-voting stock.
That group includes persons who serve as officers of the Fund, and Ms.
Macaskill and Messrs. Galli and Spiro, who serve as Directors of the Fund.
Holders of OAC Class B and Class C common stock may put (sell) their
shares and vested options to OAC or MassMutual at a formula price (based
on earnings of the Adviser). MassMutual may exercise call (purchase)
options on all outstanding shares of both such classes of common stock and
vested options at the same formula price.
The names and principal occupations of the executive officers and
directors of the Adviser are as follows: Bridget A. Macaskill, President,
Chief Executive Officer and a director; Jon S. Fossel, Chairman; Donald
W. Spiro, Chairman Emeritus and a director; Robert G. Galli and James C.
Swain, Vice Chairmen; O. Leonard Darling, James Ruff, Loretta McCarthy,
Nancy Sperte and Tilghman G. Pitts III, Executive Vice Presidents; Robert
C. Doll, Executive Vice President and Director; Andrew J. Donohue,
Executive Vice President, General Counsel and Director; George C. Bowen,
Senior Vice President and Treasurer; Peter M. Antos, Victor Babin, Robert
A. Densen, Ronald H. Fielding, Robert E. Patterson, Richard Rubinstein,
Arthur Steinmetz, Ralph Stellmacher, John Stoma, Jerry A. Webman, William
L. Wilby and Robert G. Zack, Senior Vice Presidents.
The Manager and the Distributor. Subject to the authority of the Board
of Trustees, the Manager is responsible for the day-to-day management of
the Fund's business, pursuant to its investment advisory agreement with
the Fund. OppenheimerFunds Distributor, Inc., a wholly-owned subsidiary
of the Manager, is the general distributor of the Fund's shares.
Considerations by the Board of Trustees. In connection with the approval
of the investment management fee, the Manager provided extensive
information to the Independent Trustees. The Independent Trustees were
provided with data as to the qualifications of the Manager's personnel,
the quality and extent of the services rendered and its commitment to its
mutual fund advisory business. The Independent Trustees also considered
data presented by the Manager showing the extent to which it had expanded
its investment personnel and other services dedicated to the equity area
of its mutual fund advisory activities. Information prepared specifically
for the purpose of assisting the Independent Trustees in their evaluation
of the Proposed Agreement included an analysis of the performance and
expenses of the Fund as compared to other similar funds.
Analysis of Nature, Quality and Extent of Services. The Independent
Trustees considered, among other factors: (1) the necessity of the Manager
maintaining and enhancing its ability to retain and attract capable
personnel to serve the Fund; (2) the investment record of the Manager in
managing the Fund, and the investment record of other investment companies
for which it acts as investment adviser; (3) the Manager's overall
profitability; (4) pro-forma profitability data giving effect to the
proposed revision in the investment management fee but before marketing
and promotional expenses anticipated to be paid by the Manager and its
affiliates; (5) the effect of the proposed investment management fee on
the expense ratio of the Fund; (6) possible economies of scale; (7) data
as to investment performance, advisory fees and expense ratios of other
investment companies not advised by the Manager but believed to be in the
same overall investment and size category as the Fund; (8) other benefits
to the Manager from serving as investment manager to the Fund, as well as
benefits to its affiliates acting as principal underwriter and its
division acting as transfer agent to the Fund; (9) current and developing
conditions in the financial services industry, including the entry into
the industry of larger and highly capitalized companies which are spending
and appear to be prepared to continue to spend substantial sums to engage
personnel and to provide services to competing investment companies; and
(10) the financial resources of the Manager and the desirability of
appropriate incentives to assure that the Manager will continue to furnish
high quality services to the Fund.
Analysis of Profitability of the Manager. The Independent Trustees were
advised that the Manager does not maintain its financial records on a
fund-by-fund basis. However, the Manager does provide the Independent
Trustee on an annual basis with its allocation of expenses on a fund-by-
fund basis. The Independent Trustees considered specific information
provided by the Manager regarding its profitability and also considered
comparative information relating to the profitability of other mutual fund
investment managers. The Independent Trustees also noted the substantial
marketing and promotional activities in which the Manager and its
affiliates engage and propose to engage on behalf of the Fund.
Determination by the Independent Trustees and the Board of Trustees.
After completion of its review, the Independent Trustees recommended that
the Board of Trustees approve, and the Board unanimously approved, the
Proposed Agreement.
Vote Required. An affirmative vote of the holders of a "majority" (as
defined in the Investment Company Act) of all outstanding voting
securities of the Fund is required for approval of the Proposed Agreement;
the classes do not vote separately. The requirements for such "majority"
is defined in the Investment Company Act as the vote of the holders of the
lesser of: (i) 67% or more of the voting securities present or represented
by proxy at the shareholders meeting, if the holders of more than 50% of
the outstanding voting securities are present or represented by proxy, or
(ii) more than 50% of the outstanding voting securities. The Board of
Trustees recommends a vote in favor of approving the Proposed Investment
Advisory Agreement.
APPROVAL OF THE FUND'S CLASS A 12b-1
SERVICE PLAN AND AGREEMENT
(Proposal No. 3)
NOTE: This Proposal applies to Class A Shareholders only.
Class A shares were first offered to the public on November 7, 1995. At
that time, the Fund had adopted a Service Plan and Agreement for Class A
shares pursuant to Rule 12b-1 of the Investment Company Act, in conformity
with the National Association of Securities Dealers, Inc. ("NASD") Rule
which permits the Fund to pay up to 0.25% of its average annual net assets
as a service fee to reimburse the Distributor for all or a portion of its
costs incurred in the personal service and maintenance of accounts that
hold Class A shares. The Manager, as the sole initial shareholder of the
Fund's Class A shares, has approved a Service Plan for the Class A shares
of the Fund (the "Service Plan") under Rule 12b-1 of the Investment
Company Act. At a meeting of the Fund's Board of Trustees held March 16,
1995, the Fund's Board of Trustees, including a majority of the Trustees
who are not "interested persons" (as defined in the Investment Company
Act) of the Fund or the Manager, and who have no direct or indirect
financial interest in the operation of the Fund's 12b-1 plans or in any
related agreements ("Independent Trustees"), approved the Service Plan,
subject to shareholder approval, and determined to recommend the Service
Plan for approval by the shareholders. A copy of the Service Plan is
attached as Exhibit C to this proxy statement.
If the Class A shareholders approve this Proposal, the Service Plan shall,
unless terminated as described below, continue in effect from year to year
only so long as such continuance is specifically approved at least
annually by the Fund's Board of Trustees and its Independent Trustees by
a vote cast in person at a meeting called for the purpose of voting on
such continuance. The Service Plan may be terminated at any time by a
vote of a majority of the Independent Trustees or by a vote of the holders
of a "majority" (as defined in the Investment Company Act) of the Fund's
outstanding Class A shares. The Service Plan may not be amended to
increase materially the amount of payments to be made without approval by
the Class A shareholders. All material amendments must be approved by the
Independent Trustees.
Description of the Service Plan. Under the Service Plan, the Fund will
reimburse the Distributor quarterly for all or a portion of its costs
incurred in connection with the service and maintenance of shareholder
accounts that hold Class A Shares of the Fund. The Distributor will be
reimbursed for quarterly payments made to certain dealers, brokers, banks
or other financial institutions (each is referred to as a "Recipient")
that have rendered personal services in connection with the personal
service and maintenance of shareholder accounts. Such services may
include but are not limited to answering routine inquiries from the
Recipient's customers concerning the Fund, providing such customers with
information on their investment in shares, assisting in the establishment
and maintenance of accounts or sub-accounts in the Fund, making the Fund's
investment plan and dividend payment options available, and providing such
other information and customer liaison services and the maintenance of
accounts as the Distributor or the Fund may reasonably request. Payments
by the Distributor to Recipients will be made quarterly and computed as
of the close of business each day at an annual rate not to exceed 0.25%
of the net assets of Class A shares of the Fund held in accounts of the
Recipient or its customers. The Service Plan has the effect of increasing
annual expenses of Class A shares of the Fund by up to 0.25% of the
class's average annual net assets from what its expenses would otherwise
be.
Under the Service Plan, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Class A 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 Independent Trustees. Initially, the Board of Trustees has set the
fee at the maximum rate and set no minimum amount. The Service Plan
permits the Distributor and the Manager to make additional distribution
payments to Recipients from their own resources (including profits from
management fees) at no cost to the Fund. The Distributor and the Manager
may, in their sole discretion, increase or decrease the amount of
distribution assistance payments they make to Recipients from their own
assets.
Any expenses accrued under the Service Plan by the Distributor in one
fiscal quarter of the Fund may not be paid from service fees received from
the Fund in subsequent fiscal quarters of the Fund. Thus, if the Service
Plan were terminated, no amounts (other than amounts accrued prior to
termination but not yet paid) would be owed by the Fund to the Distributor
or to Recipients. In addition, Service Plan fees received from the Fund
would not be used to pay any interest expense, carrying charges or other
financial costs, or allocation of overhead of the Distributor.
Additional Information. While the Service Plan is in effect, the
Treasurer of the Fund shall provide a written report to the Fund's Board
of Trustees at least quarterly on the amount of all payments made pursuant
to the Service Plan, the purpose for which the payment was made and the
identity of each Recipient that received any such payment. Each report,
including the allocations on which such payments are based, will be
subject to the review and approval of the Independent Trustees in the
exercise of their fiduciary duty. The Service Plan further provides that
while it is in effect, the selection and nomination of those Trustees of
the Fund who are not "interested persons" of the Fund is committed to the
discretion of the Independent Trustees. This does not prevent the
involvement of others in such selection and nomination if the final
decision on any such selection or nomination is approved by a majority of
the Independent Trustees.
The Glass-Steagall Act and other applicable laws and regulations, among
other things, generally prohibit Federally-chartered or supervised banks
from engaging in the business of underwriting, selling or distributing
securities as principals. It is the understanding of the Manager and the
Distributor that the Glass-Steagall Act and other applicable laws and
regulations do not prohibit banks and other financial institutions from
providing services required of Recipient. Accordingly, the Distributor
may pay banks only for sales made on an agency basis or for performance
of administrative and shareholder servicing functions under the Service
Plan. However, judicial or administrative decisions or interpretations
of such laws, as well as changes in either Federal or state statutes or
regulations relating to the permissible activities of banks or their
subsidiaries or affiliates, could prevent certain banks from continuing
to perform all or a part of these services. If a bank were so prohibited,
shareholders of the Fund who were clients of such bank would be permitted
to remain as shareholders, and if that bank could no longer provide those
service functions, alternate means for continuing the servicing of such
shareholders would be sought. In such event, shareholders serviced by
such bank might no longer be able to avail themselves of any automatic
investment or other services then being provided by such bank. The Fund's
Board of Trustees will consider appropriate modifications to the Fund's
operations, including discontinuance of payments under the Service Plan
to such institutions, in the event of any future change in such laws or
regulations which may adversely affect the ability of such institutions
to provide these services. It is not expected that shareholders would
suffer any adverse financial consequences as a result of any of those
occurrences. In addition, state securities laws on this issue may differ
from the interpretations of Federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to
state law.
Analysis of the Service Plan by the Board of Trustees. In considering
whether to recommend the Class A Service Plan for approval, the Board
requested and evaluated information it deemed necessary to make an
informed determination. The Board found that there is a reasonable
likelihood that the Service Plan will benefit the Fund and its Class A
shareholders by providing financial incentives to financial intermediaries
to attract new Class A shareholders to the Fund and by assisting the
efforts of the Fund and the Distributor to retain existing investments and
attract new investments. The Service Plan should enable the Fund to be
competitive with similar funds, including funds which impose sales
charges, that provide financial incentives to institutions that direct
investors to such funds, and which provide shareholder servicing and
administrative services.
The Board concluded that it is likely that the Service Plan will benefit
Class A shareholders of the Fund by enabling the Fund to maintain or
increase its present asset base in the face of competition from a variety
of financial products. The Trustees recognized that payments made
pursuant to the Service Plan might be offset in part by economies of scale
associated with the growth of the Fund's assets. With larger assets, the
Class A shareholders should benefit from reduced Class A expenses per
share because the effective investment advisory fee rate will decline as
assets increase under the proposed Investment Advisory Agreement. Costs
of shareholder administration and transfer agency operations will be
spread among a larger number of shareholders as the Fund grows larger,
thereby reducing the Fund's expense ratio. The Manager has advised the
Trustees that investing larger amounts of money is made more readily, more
efficiently, and at lesser cost to the Fund. The Board found that a
positive flow of new investment money is desirable primarily to offset the
potentially adverse effects that might result from a pattern of net
redemptions. Net cash outflow increases the likelihood that the Fund will
have to dispose of portfolio securities for other than investment
purposes. Net cash inflow minimizes the need to sell securities to meet
redemptions when investment considerations would dictate otherwise,
reduces daily liquidity requirements, and may assist in a prompt
restructuring of the portfolio without the need to dispose of present
holdings.
Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments to a
mutual fund's distributor and to brokers, dealers, banks and other
financial institutions has become common in the mutual fund industry.
Competition among brokers and dealers for these types of distribution
payments has intensified. The Trustees concluded that promotion, sale and
servicing of mutual fund shares and shareholders through various brokers,
dealers, banks and other financial institutions is a successful way of
distributing shares of a mutual fund. The Trustees concluded that without
an effective means of selling and distributing Fund shares and servicing
shareholders and providing account maintenance, expenses may remain higher
on a per share basis that those of competing funds. The Service Plan
proposed for shareholder approval is designed to stimulate sales by and
services from many types of financial institutions.
The Trustees recognize that the Manager will benefit from the
implementation of the Service Plan through larger investment advisory fees
resulting from an increase in Fund assets, since its fees are based upon
a percentage of net assets of the fund. The Board, including each of the
Independent Trustees, determined that the Service Plan would be in the
best interests of the Fund, and that its implementation has a reasonable
likelihood of benefiting the Fund and its Class A shareholders. In its
annual review of the Service Plan, the Board will consider the continued
appropriateness of the Service Plan, including the level of payments
provided for therein.
Vote Required. Pursuant to Rule 12b-1 under the Investment Company Act
and the Service Plan, an affirmative vote of the holders of a "majority"
(as defined in the Investment Company Act) of the Fund's Class A voting
securities is required for approval of the Service Plan for this class.
The requirements for such "majority" vote under the Investment Company Act
are as described in Proposal No. 2. A vote in favor of this Proposal
shall be deemed a vote to approve the payments under the prior
Distribution Plan and to approve the Service Plan. The Board of Trustees
recommends a vote in favor of approving this Proposal.
APPROVAL OF THE FUND'S CLASS B 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 4)
NOTE: This Proposal applies to Class B Shareholders only.
Class B shares were first offered to the public on November 7, 1995. At
that time, the Fund had adopted a Distribution Plan and Agreement for
Class B shares pursuant to Rule 12b-1 of the Investment Company Act, in
conformity with the National Association of Securities Dealers, Inc.
("NASD") Rule which permits the Fund to pay up to 0.25% of its average
annual net assets as a service fee and up to 0.75% of its average annual
assets as an asset-based sales charge. At a meeting of the Fund's Board
of Trustees held March 16, 1995, the Fund's Board of Trustees, including
a majority of the Trustees who are not "interested persons" (as defined
in the Investment Company Act) of the Fund or the Manager, and who have
no direct or indirect financial interest in the operation of the Fund's
12b-1 plans or in any related agreements ("Independent Trustees"),
approved the Distribution and Service Plan, subject to shareholder
approval, and determined to recommend the Distribution and Service Plan
for approval by the shareholders. A copy of the Distribution and Service
Plan is attached as Exhibit D to this proxy statement.
Description of the Distribution and Service Plan. Under the Distribution
and Service Plan, the Fund compensates the Distributor for its services
in connection with the distribution of Class B Shares and the personal
service and maintenance of accounts that hold Class B shares. The Fund
pays the Distributor an asset-based sales charge of 0.75% per annum and
also pays the Distributor a service fee of 0.25% per annum, each of which
is computed on the average annual net assets of Class B shares of the
Fund.
The Distribution and Service Plan provides for payments for two different
distribution related functions. The Distributor pays certain brokers,
dealers, banks or other institutions ("Recipients") a service fee of 0.25%
for personal services to Class B shareholders and maintenance of
shareholder accounts by those Recipients. The services rendered by
Recipients in connection with personal services and the maintenance of
Class B shareholder accounts may include, but shall not be limited to, the
following: answering routine inquiries from the Recipient's customers
concerning the Fund, providing such customers with information on their
investment in shares, assisting in the establishment and maintenance of
accounts or sub-accounts in the Fund, making the Fund's investment plans
and dividend payment options available, and providing such other
information and customer liaison services and the maintenance of accounts
as the Distributor or the Fund may reasonably request. The Distributor
is permitted under the Distribution and Service Plan to retain service fee
payments to compensate it for rendering such services.
Service fee payments by the Distributor to Recipients are made (i) in
advance for the first year Class B shares are outstanding, following the
purchase of shares, in an amount equal to 0.25% of the net asset value of
the shares purchased by the Recipient or its customers and (ii)
thereafter, on a quarterly basis, computed as of the close of business
each day at an annual rate of 0.25% of the net asset value of Class B
shares held in accounts of the Recipient or its customers. In the event
Class B shares are redeemed less than one year after the date such shares
were sold, the Recipient is obligated to repay to the Distributor on
demand a pro rata portion of such advance service fee payments, based on
the ratio of the remaining period to one year.
The Distribution and Service Plan also provides that the Fund will pay the
Distributor on a monthly basis an asset-based sales charge at an annual
rate of 0.75% of the net asset value of Class B shares outstanding to
compensate it for other services in connection with the distribution of
the Fund's Class B shares. The distribution assistance and administrative
support services rendered by the Distributor in connection with the sales
of Class B shares may include: (i) paying sales commissions to any broker,
dealer, bank or other institution that sells the Fund's Class B shares,
(ii) paying compensation to and expenses of personnel of the Distributor
who support distribution of Class B shares by Recipients, and (iii) paying
or reimbursing the Distributor for interest and other borrowing costs
incurred in connection with the distribution of the Fund's Class B shares.
The other distribution assistance in connection with the sale of Class B
shares rendered by the Distributor and Recipients may include, but shall
not be limited to, the following: distributing sales literature and
prospectuses other than those furnished to current Class B shareholders,
processing Class B share purchase and redemption transactions and
providing such other information in connection with the distribution of
Class B shares as the Distributor or the Fund may reasonably request.
The Distributor currently pays sales commissions from its own resources
to Recipients at the time of sale equal to 0.75% of the purchase price of
Fund shares sold by such Recipient, and advances the first year service
fee of 0.25%. The Distributor retains the asset-based sales charge during
the first year shares are outstanding to recoup the sales commissions it
pays, the advances of service fee payments it makes, and its financing
costs. Asset-based sales charge payments are designed to permit an
investor to purchase shares of the Fund without the assessment of a
front-end sales load and at the same time permit the Distributor to
compensate Recipients in connection with the sale of shares of the Fund.
The Distribution and Service Plan contains a provision which provides that
the Board may allow the Fund to continue payments to the Distributor for
Class B shares sold prior to termination of the Distribution and Service
Plan. Pursuant to this provision, payment of the asset-based sales charge
of up to 0.75% per annum could be continued by the Board after
termination.
The Distribution and Service Plan has the effect of increasing annual
expenses of Class B shares of the Fund by up to 1.00% of the class's
average annual net assets from what those expenses would otherwise be.
Payments by the Fund to the Distributor under the current Class B Plan for
the period ended February 29, 1996 were $15,551 (1.00% of the Fund's
average net assets represented by Class B shares during that period),
which the Distributor retained as reimbursement for Class B sales
commissions and service fee advances, as well as financing costs.
If the Class B shareholders approve this Proposal, the Distribution and
Service Plan shall, unless terminated as described below, continue in
effect until December 31, 1996 and from year to year thereafter only so
long as such continuance is specifically approved, at least annually, by
the Fund's Board of Trustees and its Independent Trustees by a vote cast
in person at a meeting called for the purpose of voting on such
continuance. The Distribution and Service Plan may be terminated at any
time by a vote of a majority of the Independent Trustees or by a vote of
the holders of a "majority" (as defined in the Investment Company Act) of
the Fund's outstanding Class B shares. The Distribution and Service Plan
may not be amended to increase materially the amount of payments to be
made without approval by Class B shareholders. All material amendments
must be approved by a majority of the Independent Trustees.
Additional Information. The Distribution and Service Plan provides that
while it is in effect, the selection and nomination of those Trustees of
the Fund who are not "interested persons" of the Fund is committed to the
discretion of the Independent Trustees. This does not prevent the
involvement of others in such selection and nomination if the final
decision on any such selection or nomination is approved by a majority of
the Independent Trustees.
Under the Distribution and Service Plan, no payment for service fees will
be made to any Recipient in any quarter if the aggregate net asset value
of all Fund shares held by the Recipient for itself and its customers does
not exceed a minimum amount, if any, that may be determined from time to
time by a majority of the Independent Trustees. Initially, the Board of
Trustees has set the fee at the maximum rate and set no minimum amount.
The Distribution and Service Plan permits the Distributor and the Manager
to make additional distribution payments to Recipients from their own
resources (including profits from management fees) at no cost to the Fund.
The Distributor and the Manager may, in their sole discretion, increase
or decrease the amount of distribution assistance payments they make to
Recipients from their own assets.
Analysis of the Distribution and Service Plan by the Board of Trustees.
In considering whether to recommend the Distribution and Service Plan for
approval, the Board requested and evaluated information it deemed
necessary to make an informed determination. The Board found that there
is a reasonable likelihood that the Distribution and Service Plan benefits
the Fund and its Class B shareholders by providing financial incentives
to financial intermediaries to attract new Class B shareholders to the
Fund and by assisting the efforts of the Fund and the Distributor to
service and retain existing shareholders and attract new investors. The
Distribution and Service Plan enables the Fund to be competitive with
similar funds, including funds that impose sales charges, provide
financial incentives to institutions that direct investors to such funds,
and provide shareholder servicing and administrative services.
The Board concluded that it is likely that because the Distribution and
Service Plan provides an alternative means for investors to acquire Fund
shares without paying an initial sales charge, it will benefit Class B
shareholders of the Fund by enabling the Fund to maintain or increase its
present asset base in the face of competition from a variety of financial
products. The Trustees recognized that payments made pursuant to the
Distribution and Service Plan would likely be offset in part by economies
of scale associated with the growth of the Fund's assets. With larger
assets, the Class B shareholders should benefit as the Distribution and
Service Plan should help maintain Fund assets at the lower investment
advisory fee rate that is currently in effect. Costs of shareholder
administration and transfer agency operations will be spread among a
larger number of shareholders as the Fund grows larger, thereby reducing
the Fund's expense ratio. The Manager has advised the Trustees that
investing larger amounts of money is made more readily, more efficiently,
and at lesser cost to the Fund. The Board found that a positive flow of
new investment money is desirable primarily to offset the potentially
adverse effects that might result from a pattern of net redemptions. Net
cash outflow increases the likelihood that the Fund will have to dispose
of portfolio securities for other than investment purposes. Net cash
inflow minimizes the need to sell securities to meet redemptions when
investment considerations would dictate otherwise, reduces daily liquidity
requirements, and may assist in a prompt restructuring of the portfolio
without the need to dispose of present holdings.
Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments to a
mutual fund's distributor and to brokers, dealers, banks and other
financial institutions has become common in the mutual fund industry.
Competition among brokers and dealers for these types of payments has
intensified. The Trustees concluded that promotion, sale and servicing
of mutual fund shares and shareholders through various brokers, dealers,
banks and other financial institutions is a successful way of distributing
shares of a mutual fund. The Trustees concluded that without an effective
means of selling and distributing Fund shares and servicing shareholders
and providing account maintenance, expenses may remain higher on a per
share basis than those of some competing funds. By providing an
alternative means of acquiring Fund shares, the Distribution and Service
Plan proposed for shareholder approval is designed to stimulate sales by
and services from many types of financial institutions.
The Trustees recognize that the Manager will benefit from the Distribution
and Service Plan through larger investment advisory fees resulting from
an increase in Fund assets, since its fees are based upon a percentage of
net assets of the Fund. The Board, including each of the Independent
Trustees, determined that the Distribution and Service Plan is in the best
interests of the Fund, and that its continuation has a reasonable
likelihood of benefiting the Fund and its Class B shareholders. In its
annual review of the Distribution and Service Plan, the Board will
consider the continued appropriateness of the Distribution and Service
Plan, including the level of payments provided for therein.
Vote Required. Pursuant to Rule 12b-1 under the Investment Company Act,
an affirmative vote of the holders of a "majority" (as defined in the
Investment Company Act) of the Fund's Class B voting securities is
required for approval of the Distribution and Service Plan. The
requirements for such "majority" vote under the Investment Company Act are
as described in Proposal No.2. A vote in favor of this Proposal shall be
deemed a vote to approve the prior Plan and the Distribution and Service
Plan. The Board of Trustees recommends a vote in favor of approving this
Proposal.
APPROVAL OF THE FUND'S CLASS C 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 4)
NOTE: This Proposal applies to Class C Shareholders only.
Class C shares were first offered to the public on November 7, 1995. At
that time, the Fund had adopted a Distribution Plan and Agreement for
Class C shares pursuant to Rule 12b-1 of the Investment Company Act, in
conformity with the National Association of Securities Dealers, Inc.
("NASD") Rule which permits the Fund to pay up to 0.25% of its average
annual net assets as a service fee and up to 0.75% of its average annual
assets as an asset-based sales charge. At a meeting of the Fund's Board
of Trustees held March 16, 1996, the Fund's Board of Trustees, including
a majority of the Trustees who are not "interested persons" (as defined
in the Investment Company Act) of the Fund or the Manager, and who have
no direct or indirect financial interest in the operation of the Fund's
12b-1 plans or in any related agreements ("Independent Trustees"),
approved the Distribution and Service Plan, subject to shareholder
approval, and determined to recommend the Distribution and Service Plan
for approval by the shareholders. A copy of the Distribution and Service
Plan is attached as Exhibit E to this proxy statement.
Description of the Distribution and Service Plan. Under the Distribution
and Service Plan, the Fund compensates the Distributor for its services
in connection with the distribution of Class C Shares and the personal
service and maintenance of accounts that hold Class C shares. The Fund
pays the Distributor an asset-based sales charge of 0.75% per annum and
also pays the Distributor a service fee of 0.25% per annum, each of which
is computed on the average annual net assets of Class C shares of the
Fund.
The Distribution and Service Plan provides for payments for two different
distribution related functions. The Distributor pays certain brokers,
dealers, banks or other institutions ("Recipients") a service fee of 0.25%
for personal services to Class C shareholders and maintenance of
shareholder accounts by those Recipients. The services rendered by
Recipients in connection with personal services and the maintenance of
Class C shareholder accounts may include, but shall not be limited to, the
following: answering routine inquiries from the Recipient's customers
concerning the Fund, providing such customers with information on their
investment in shares, assisting in the establishment and maintenance of
accounts or sub-accounts in the Fund, making the Fund's investment plans
and dividend payment options available, and providing such other
information and customer liaison services and the maintenance of accounts
as the Distributor or the Fund may reasonably request. The Distributor
is permitted under the Distribution and Service Plan to retain service fee
payments to compensate it for rendering such services.
Service fee payments by the Distributor to Recipients are made (i) in
advance for the first year Class C shares are outstanding, following the
purchase of shares, in an amount equal to 0.25% of the net asset value of
the shares purchased by the Recipient or its customers and (ii)
thereafter, on a quarterly basis, computed as of the close of business
each day at an annual rate of 0.25% of the net asset value of Class C
shares held in accounts of the Recipient or its customers. In the event
Class C shares are redeemed less than one year after the date such shares
were sold, the Recipient is obligated to repay to the Distributor on
demand a pro rata portion of such advance service fee payments, based on
the ratio of the remaining period to one year.
The Distribution and Service Plan also provides that the Fund will pay the
Distributor on a monthly basis an asset-based sales charge at an annual
rate of 0.75% of the net asset value of Class C shares outstanding to
compensate it for other services in connection with the distribution of
the Fund's Class C shares. The distribution assistance and administrative
support services rendered by the Distributor in connection with the sales
of Class C shares may include: (i) paying sales commissions to any broker,
dealer, bank or other institution that sells the Fund's Class C shares,
(ii) paying compensation to and expenses of personnel of the Distributor
who support distribution of Class C shares by Recipients, and (iii) paying
or reimbursing the Distributor for interest and other borrowing costs
incurred in connection with the distribution of the Fund's Class C shares.
The other distribution assistance in connection with the sale of Class C
shares rendered by the Distributor and Recipients may include, but shall
not be limited to, the following: distributing sales literature and
prospectuses other than those furnished to current Class C shareholders,
processing Class C share purchase and redemption transactions and
providing such other information in connection with the distribution of
Class C shares as the Distributor or the Fund may reasonably request.
The Distributor currently pays sales commissions from its own resources
to Recipients at the time of sale equal to 0.75% of the purchase price of
Fund shares sold by such Recipient, and advances the first year service
fee of 0.25%. The Distributor retains the asset-based sales charge during
the first year shares are outstanding to recoup the sales commissions it
pays, the advances of service fee payments it makes, and its financing
costs. Asset-based sales charge payments are designed to permit an
investor to purchase shares of the Fund without the assessment of a
front-end sales load and at the same time permit the Distributor to
compensate Recipients in connection with the sale of shares of the Fund.
The Distribution and Service Plan contains a provision which provides that
the Board may allow the Fund to continue payments to the Distributor for
Class C shares sold prior to termination of the Distribution and Service
Plan. Pursuant to this provision, payment of the asset-based sales charge
of up to 0.75% per annum could be continued by the Board after
termination.
The Distribution and Service Plan has the effect of increasing annual
expenses of Class C shares of the Fund by up to 1.00% of the class's
average annual net assets from what those expenses would otherwise be.
Payments by the Fund to the Distributor under the current Class C Plan for
the period ended February 29, 1996 were $4,199 (1.00% of the Fund's
average net assets represented by Class C shares during that period),
which the Distributor retained as reimbursement for Class C sales
commissions and service fee advances, as well as financing costs.
If the Class C shareholders approve this Proposal, the Distribution and
Service Plan shall, unless terminated as described below, continue in
effect until December 31, 1996 and from year to year thereafter only so
long as such continuance is specifically approved, at least annually, by
the Fund's Board of Trustees and its Independent Trustees by a vote cast
in person at a meeting called for the purpose of voting on such
continuance. The Distribution and Service Plan may be terminated at any
time by a vote of a majority of the Independent Trustees or by a vote of
the holders of a "majority" (as defined in the Investment Company Act) of
the Fund's outstanding Class C shares. The Distribution and Service Plan
may not be amended to increase materially the amount of payments to be
made without approval by Class C shareholders. All material amendments
must be approved by a majority of the Independent Trustees.
Additional Information. The Distribution and Service Plan provides that
while it is in effect, the selection and nomination of those Trustees of
the Fund who are not "interested persons" of the Fund is committed to the
discretion of the Independent Trustees. This does not prevent the
involvement of others in such selection and nomination if the final
decision on any such selection or nomination is approved by a majority of
the Independent Trustees.
Under the Distribution and Service Plan, no payment for service fees will
be made to any Recipient in any quarter if the aggregate net asset value
of all Fund shares held by the Recipient for itself and its customers does
not exceed a minimum amount, if any, that may be determined from time to
time by a majority of the Independent Trustees. Initially, the Board of
Trustees has set the fee at the maximum rate and set no minimum amount.
The Distribution and Service Plan permits the Distributor and the Manager
to make additional distribution payments to Recipients from their own
resources (including profits from management fees) at no cost to the Fund.
The Distributor and the Manager may, in their sole discretion, increase
or decrease the amount of distribution assistance payments they make to
Recipients from their own assets.
Analysis of the Distribution and Service Plan by the Board of Trustees.
In considering whether to recommend the Distribution and Service Plan for
approval, the Board requested and evaluated information it deemed
necessary to make an informed determination. The Board found that there
is a reasonable likelihood that the Distribution and Service Plan benefits
the Fund and its Class C shareholders by providing financial incentives
to financial intermediaries to attract new Class C shareholders to the
Fund and by assisting the efforts of the Fund and the Distributor to
service and retain existing shareholders and attract new investors. The
Distribution and Service Plan enables the Fund to be competitive with
similar funds, including funds that impose sales charges, provide
financial incentives to institutions that direct investors to such funds,
and provide shareholder servicing and administrative services.
The Board concluded that it is likely that because the Distribution and
Service Plan provides an alternative means for investors to acquire Fund
shares without paying an initial sales charge, it will benefit Class C
shareholders of the Fund by enabling the Fund to maintain or increase its
present asset base in the face of competition from a variety of financial
products. The Trustees recognized that payments made pursuant to the
Distribution and Service Plan would likely be offset in part by economies
of scale associated with the growth of the Fund's assets. With larger
assets, the Class C shareholders should benefit as the Distribution and
Service Plan should help maintain Fund assets at the lower investment
advisory fee rate that is currently in effect. Costs of shareholder
administration and transfer agency operations will be spread among a
larger number of shareholders as the Fund grows larger, thereby reducing
the Fund's expense ratio. The Manager has advised the Trustees that
investing larger amounts of money is made more readily, more efficiently,
and at lesser cost to the Fund. The Board found that a positive flow of
new investment money is desirable primarily to offset the potentially
adverse effects that might result from a pattern of net redemptions. Net
cash outflow increases the likelihood that the Fund will have to dispose
of portfolio securities for other than investment purposes. Net cash
inflow minimizes the need to sell securities to meet redemptions when
investment considerations would dictate otherwise, reduces daily liquidity
requirements, and may assist in a prompt restructuring of the portfolio
without the need to dispose of present holdings.
Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments to a
mutual fund's distributor and to brokers, dealers, banks and other
financial institutions has become common in the mutual fund industry.
Competition among brokers and dealers for these types of payments has
intensified. The Trustees concluded that promotion, sale and servicing
of mutual fund shares and shareholders through various brokers, dealers,
banks and other financial institutions is a successful way of distributing
shares of a mutual fund. The Trustees concluded that without an effective
means of selling and distributing Fund shares and servicing shareholders
and providing account maintenance, expenses may remain higher on a per
share basis than those of some competing funds. By providing an
alternative means of acquiring Fund shares, the Distribution and Service
Plan proposed for shareholder approval is designed to stimulate sales by
and services from many types of financial institutions.
The Trustees recognize that the Manager will benefit from the Distribution
and Service Plan through larger investment advisory fees resulting from
an increase in Fund assets, since its fees are based upon a percentage of
net assets of the Fund. The Board, including each of the Independent
Trustees, determined that the Distribution and Service Plan is in the best
interests of the Fund, and that its continuation has a reasonable
likelihood of benefiting the Fund and its Class C shareholders. In its
annual review of the Distribution and Service Plan, the Board will
consider the continued appropriateness of the Distribution and Service
Plan, including the level of payments provided for therein.
Vote Required. Pursuant to Rule 12b-1 under the Investment Company Act,
an affirmative vote of the holders of a "majority" (as defined in the
Investment Company Act) of the Fund's Class C voting securities is
required for approval of the Distribution and Service Plan. The
requirements for such "majority" vote under the Investment Company Act are
as described in Proposal No.2. A vote in favor of this Proposal shall be
deemed a vote to approve the prior Plan and the Distribution and Service
Plan. The Board of Trustees recommends a vote in favor of approving this
Proposal.
RECEIPT OF SHAREHOLDER PROPOSALS
The Fund is not required to hold shareholder meetings on a regular basis.
Special meetings of shareholders may be called from time to time by either
the Fund or the Shareholders (under special conditions described in the
Fund's Statement of Additional Information). Under the proxy rules of the
Securities and Exchange Commission, shareholder proposals which meet
certain conditions may be included in the Fund's proxy statement and proxy
for a particular meeting. Those rules require that for future meetings
the shareholder must be a record or beneficial owner of Fund shares with
a value of at least $1,000 at the time the proposal is submitted and for
one year prior thereto, and must continue to own such shares through the
date on which the meeting is held. Another requirement relates to the
timely receipt by the Fund of any such proposal. Under those rules, a
proposal submitted for inclusion in the Fund's proxy material for the next
meeting after the meeting to which this proxy statement relates must be
received by the Fund a reasonable time before the solicitation is made.
The fact that the Fund receives a proposal from a qualified shareholder
in a timely manner does not ensure its inclusion in the proxy material,
since there are other requirements under the proxy rules for such
inclusion.
OTHER BUSINESS
Management of the Fund knows of no business other than the matters
specified above that will be presented at the Meeting. Since matters not
known at the time of the solicitation may come before the Meeting, the
proxy as solicited confers discretionary authority with respect to such
matters as properly come before the Meeting, including any adjournment or
adjournments thereof, and it is the intention of the persons named as
attorneys-in-fact in the proxy to vote the proxy in accordance with their
judgment on such matters.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
August 2, 1996
<PAGE>
EXHIBIT B
<TABLE>
<CAPTION>
Approximate Net Advisory Fee Rate as
Assets of 6/30/96 % of Average Annual
Name of Fund ($ Millions) Net Assets
<S> <C> <C>
Oppenheimer Equity Income Fund $2,399.1 .75% on the first $100 million
Oppenheimer Total Return $2,388.9 .70% on the next $100 million
Fund, Inc. .65% on the next $100 million
.60% on the next $100 million
.55% on the next $100 million
.50% of net assets in excess of $500 million
Oppenheimer Main Street $5,682.9 .65% on the first $200 million
Income & Growth Fund .60% on the next $150 million
.55% on the next $150 million
.45% of net assets in excess of $500 million
Oppenheimer Global Emerging $174.4 1.0% on the first $50 million
Growth Fund .75% on the next $150 million
.72% on the next $200 million
.69% on the next $200 million
.66% on the next $200 million
.60% of net assets in excess of $800 million
Oppenheimer Value Stock Fund $178.9 .75% on the first $100 million
.72% on the next $200 million
.69% on the next $200 million
.66% of net assets in excess of $500 million
Oppenheimer Fund $279.0 .75% on the first $200 million
Oppenheimer Asset Allocation $282.1 .72% on the next $200 million
Fund
Oppenheimer Growth Fund $1,269.0 .69% on the next $200 million
Oppenheimer Discovery Fund $1,293.3 .66% on the next $200 million
Oppenheimer Enterprise Fund $72.3 .60% of net assets in excess of $800 million
Oppenheimer Target Fund $831.4 .75% on the first $200 million
Oppenheimer Gold & Special .72% on the next $200 million
Minerals Fund $168.2 .69% on the next $200 million
.66% on the next $200 million
.60% of net assets in excess of $800 million
Oppenheimer Global Fund $2,985.4 .80% on the first $250 million
.77% on the next $250 million
.75% on the next $500 million
.69% on the next $1 billion
.67% of net assets in excess of $ 2 billion
Oppenheimer Global Growth $158.0 .80% on the first $250 million
& Income Fund .77% on the next $250 million
.75% on the next $500 million
.69% on the next $1 billion
.67% of net assets in excess of $2 billion
*Oppenheimer Quest Value Fund, $453.8 1.0% on the first $400 million
Inc.
*Quest Opportunity Value Fund $1,324.4 .90% on the next $400 million
*Quest Small Cap Fund $164.1 .85% of net assets in excess of $800 million
*Oppenheimer Quest Global Value $221.9 .75% on the first $400 million
Fund, Inc. .70% on the next $400 million
.65% of net assets in excess of $800 million
*Oppenheimer Quest Growth & $58.0 .85% of its daily net assets
Income Value Fund
*Oppenheimer Quest Officers Value $9.4 1.0% of its daily net assets
Fund
Oppenheimer Bond Fund for $426.9 .625% on the first $50 million
Growth Fund .500% on the next $250 million
.4375% of net assets in excess of $300 million
Oppenheimer Disciplined Allocation $231.0 .625% on the first $300 million
Fund .500% on the next $100 million
.450% of net assets in excess of $400 million
Oppenheimer Disciplined Value $137.9 .625% on the first $300 million
Fund .500% on the next $100 million
.450% of net assets in excess of $400 million
Oppenheimer International $12.1 .80% on the first $250 million
Growth Fund .77% on the next $250 million
.75% on the next $500 million
.69% on the next $1 billion
</TABLE> .67% of net assets in excess of $2 billion
___________________________________
* The Manager pays a sub-advisory fee to OpCap Advisors to provide
day-to-day portfolio management of the Fund. The Manager pays OpCap
Advisors monthly an annual fee based on the average daily net assets of
the Fund equal to 40% of the advisory fee collected by the Manager
based on the total net assets of the Fund as of November 22, 1995(the
"base amount") plus 30% of the investment advisory fee collected by the
Manager based on the total net assets of the Fund that exceed the base
amount.
<PAGE>
Oppenheimer Enterprise Fund Proxy for Shareholders Meeting to
Class A Shares be held ________, 1996
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse side, date and sign it, and return
it promptly in the accompanying envelope, which requires no postage if
mailed in the United States.
Please detach at perforation before mailing.
Oppenheimer Enterprise Fund - Class A Shares
Proxy For Shareholders Meeting to be held ________, 1996
The undersigned shareholder of Oppenheimer Enterprise Fund (the
"Fund"), does hereby appoint Robert Bishop, George C. Bowen, Andrew J.
Donohue and Scott Farrar, and each of them, as attorneys-in-fact and
proxies of the undersigned, with full power of substitution, to attend the
Meeting of Shareholders of the Fund to be held _________, 1996, at 3410
South Galena Street, Denver, Colorado 80231 at 10:00 A.M., Denver time and
at all adjournments thereof, and to vote the shares held in the name of
the undersigned on the record date for said meeting for the election of
Trustees and on the proposals specified on the reverse side. Said
attorneys-in-fact shall vote in accordance with their best judgment as to
any other matter.
Proxy solicited on behalf of the Board Of Trustees, which recommends a
vote FOR the election of all nominees for Trustee and FOR each proposal
on the reverse side. The shares represented hereby will be voted as
indicated on the reverse side or FOR if no choice is indicated.
(over)
Oppenheimer Enterprise Fund Proxy for Shareholders Meeting to
Class A Shares be held _________, 1996
Your shareholder Your prompt response can save your
vote is important! Fund money.
Please vote, sign and mail your proxy ballot (this card) in the enclosed
postage-paid envelope today, no matter how many shares you own. A
majority of the Fund's shares must be represented in person or by proxy.
Please vote your proxy so your Fund can avoid the expense of another
mailing.
Please detach at perforation before mailing.
(OVER)
1. Election of Trustees
____ For all nominees listed _____ Withhold authority
except as marked to the vote for all nominees
contrary at left. listed at left.
B. Macaskill R. Galli L. Levy B. Lipstein
(A) (B) (C) (D)
E. Moynihan K. Randall E. Regan R. Reynolds S. Robbins
(E) (F) (G) (H) (I)
D. Spiro P. Trigere C. Yeutter
(J) (K) (L)
Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.
2. Ratification of selection of KPMG Peat Marwick LLP as independent
auditors (Proposal No. 1)
For ____ Against ____ Abstain ____
3. Approval of proposed Investment Advisory Agreement (Proposal No. 2)
For ____ Against ____ Abstain ____
4. Approval of proposed Class A 12b-1 Service Plan (Proposal No. 3)
For ____ Against ____ Abstain ____
NOTE: Please sign exactly as your name(s) appear hereon. When signing
as custodian, attorney, executor, administrator, trustee, etc., please
give your full title as such. All joint owners should sign this proxy.
If the account is registered in the name of a corporation, partnership or
other entity, a duly authorized individual must sign on its behalf and
give title.
Dated: ______________________, 1996
(Month) (Day)
____ ______________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this ballot.
<PAGE>
Oppenheimer Enterprise Fund Proxy for Shareholders Meeting to
Class B Shares be held ________, 1996
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse side, date and sign it, and return
it promptly in the accompanying envelope, which requires no postage if
mailed in the United States.
Please detach at perforation before mailing.
Oppenheimer Enterprise Fund - Class B Shares
Proxy For Shareholders Meeting to be held ________, 1996
The undersigned shareholder of Oppenheimer Enterprise Fund (the
"Fund"), does hereby appoint Robert Bishop, George C. Bowen, Andrew J.
Donohue and Scott Farrar, and each of them, as attorneys-in-fact and
proxies of the undersigned, with full power of substitution, to attend the
Meeting of Shareholders of the Fund to be held _________, 1996, at 3410
South Galena Street, Denver, Colorado 80231 at 10:00 A.M., Denver time and
at all adjournments thereof, and to vote the shares held in the name of
the undersigned on the record date for said meeting for the election of
Trustees and on the proposals specified on the reverse side. Said
attorneys-in-fact shall vote in accordance with their best judgment as to
any other matter.
Proxy solicited on behalf of the Board Of Trustees, which recommends a
vote FOR the election of all nominees for Trustee and FOR each proposal
on the reverse side. The shares represented hereby will be voted as
indicated on the reverse side or FOR if no choice is indicated.
(over)
885
Oppenheimer Enterprise Fund Proxy for Shareholders Meeting to
Class B Shares be held _________, 1996
Your shareholder Your prompt response can save your
vote is important! Fund money.
Please vote, sign and mail your proxy ballot (this card) in the enclosed
postage-paid envelope today, no matter how many shares you own. A
majority of the Fund's shares must be represented in person or by proxy.
Please vote your proxy so your Fund can avoid the expense of another
mailing.
Please detach at perforation before mailing.
(OVER)
1. Election of Trustees
____ For all nominees listed _____ Withhold authority
except as marked to the vote for all nominees
contrary at left. listed at left.
B. Macaskill R. Galli L. Levy B. Lipstein
(A) (B) (C) (D)
E. Moynihan K. Randall E. Regan R. Reynolds S. Robbins
(E) (F) (G) (H) (I)
D. Spiro P. Trigere C. Yeutter
(J) (K) (L)
Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.
2. Ratification of selection of KPMG Peat Marwick LLP as independent
auditors (Proposal No. 1)
For ____ Against ____ Abstain ____
3. Approval of proposed Investment Advisory Agreement (Proposal No. 2)
For ____ Against ____ Abstain ____
4. Approval of proposed Class B 12b-1 Distribution and Service Plan
(Proposal No. 4)
For ____ Against ____ Abstain ____
NOTE: Please sign exactly as your name(s) appear hereon. When signing
as custodian, attorney, executor, administrator, trustee, etc., please
give your full title as such. All joint owners should sign this proxy.
If the account is registered in the name of a corporation, partnership or
other entity, a duly authorized individual must sign on its behalf and
give title.
Dated: ______________________, 1996
(Month) (Day)
____ ______________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this ballot.
886
<PAGE>
Oppenheimer Enterprise Fund Proxy for Shareholders Meeting to
Class C Shares be held ________, 1996
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse side, date and sign it, and
return it promptly in the accompanying envelope, which requires no postage
if mailed in the United States.
Please detach at perforation before mailing.
Oppenheimer Enterprise Fund - Class C Shares
Proxy For Shareholders Meeting to be held ________, 1996
The undersigned shareholder of Oppenheimer Enterprise Fund (the
"Fund"), does hereby appoint Robert Bishop, George C. Bowen, Andrew J.
Donohue and Scott Farrar, and each of them, as attorneys-in-fact and
proxies of the undersigned, with full power of substitution, to attend the
Meeting of Shareholders of the Fund to be held _________, 1996, at 3410
South Galena Street, Denver, Colorado 80231 at 10:00 A.M., Denver time and
at all adjournments thereof, and to vote the shares held in the name of
the undersigned on the record date for said meeting for the election of
Trustees and on the proposals specified on the reverse side. Said
attorneys-in-fact shall vote in accordance with their best judgment as to
any other matter.
Proxy solicited on behalf of the Board Of Trustees, which recommends a
vote FOR the election of all nominees for Trustee and FOR each proposal
on the reverse side. The shares represented hereby will be voted as
indicated on the reverse side or FOR if no choice is indicated.
(over)
Oppenheimer Enterprise Fund Proxy for Shareholders Meeting to
Class C Shares be held _________, 1996
Your shareholder Your prompt response can save your
vote is important! Fund money.
Please vote, sign and mail your proxy ballot (this card) in the enclosed
postage-paid envelope today, no matter how many shares you own. A
majority of the Fund's shares must be represented in person or by proxy.
Please vote your proxy so your Fund can avoid the expense of another
mailing.
Pease detach at perforation before mailing.
(OVER)
1. Election of Trustees
____ For all nominees listed _____ Withhold authority
except as marked to the vote for all nominees
contrary at left. listed at left.
B. Macaskill R. Galli L. Levy B. Lipstein
(A) (B) (C) (D)
E. Moynihan K. Randall E. Regan R. Reynolds S. Robbins
(E) (F) (G) (H) (I)
D. Spiro P. Trigere C. Yeutter
(J) (K) (L)
Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.
2. Ratification of selection of KPMG Peat Marwick LLP as independent
auditors (Proposal No. 1)
For ____ Against ____ Abstain ____
3. Approval of proposed Investment Advisory Agreement (Proposal No. 2)
For ____ Against ____ Abstain ____
4. Approval of proposed Class C 12b-1 Distribution and Service Plan
(Proposal No. 5)
For ____ Against ____ Abstain ____
NOTE: Please sign exactly as your name(s) appear hereon. When signing
as custodian, attorney, executor, administrator, trustee, etc., please
give your full title as such. All joint owners should sign this proxy.
If the account is registered in the name of a corporation, partnership or
other entity, a duly authorized individual must sign on its behalf and
give title.
Dated: ______________________, 1996
(Month) (Day)
____ ______________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this ballot.
887
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 7th day of November, 1995, by and between
OPPENHEIMER ENTERPRISE FUND (the "Fund"), and OPPENHEIMER MANAGEMENT
CORPORATION ("OMC").
WHEREAS, the Fund is an open-end, diversified management investment
company registered as such with the Securities and Exchange Commission
(the "Commission") pursuant to the Investment Company Act of 1940 (the
"Investment Company Act"), and OMC is a registered investment adviser;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as
follows:
1. General Provision.
The Fund hereby employs OMC and OMC hereby undertakes to act as the
investment adviser of the Fund and to perform for the Fund such other
duties and functions as are hereinafter set forth. OMC shall, in all
matters, give to the Fund and its Board of Trustees the benefit of its
best judgment, effort, advice and recommendations and shall, at all times
conform to, and use its best efforts to enable the Fund to conform to (i)
the provisions of the Investment Company Act and any rules or regulations
thereunder; (ii) any other applicable provisions of state or federal law;
(iii) the provisions of the Declaration of Trust and By-Laws of the Fund
as amended from time to time; (iv) policies and determinations of the
Board of Trustees of the Fund; (v) the fundamental policies and investment
restrictions of the Fund as reflected in its registration statement under
the Investment Company Act or as such policies may, from time to time, be
amended by the Fund's shareholders; and (vi) the Prospectus and Statement
of Additional Information of the Fund in effect from time to time. The
appropriate officers and employees of OMC shall be available upon
reasonable notice for consultation with any of the Trustees and officers
of the Fund with respect to any matters dealing with the business and
affairs of the Fund including the valuation of any of the Fund's portfolio
securities which are either not registered for public sale or not being
traded on any securities market.
2. Investment Management.
(a) OMC shall, subject to the direction and control by the Fund's
Board of Trustees, (i) regularly provide investment advice and
recommendations to the Fund with respect to its investments, investment
policies and the purchase and sale of securities; (ii) supervise
continuously the investment program of the Fund and the composition of its
portfolio and determine what securities shall be purchased or sold by the
Fund; and (iii) arrange, subject to the provisions of paragraph "7"
hereof, for the purchase of securities and other investments for the Fund
and the sale of securities and other investments held in the portfolio of
the Fund.
(b) Provided that the Fund shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph "7" hereof, 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.
(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 the
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 officer
thereof from acting as investment adviser for any other person, firm or
corporation and shall not in any way limit or restrict OMC or any of its
directors, officers or employees from buying, selling or trading any
securities for its 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 and under the Investment Advisers Act of
1940.
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 Fund, including the
compilation and maintenance of such records with respect to its operations
as may reasonably be required; the preparation and filing of such reports
with respect thereto as shall be required by the Commission; composition
of periodic reports with respect to its operations for the shareholders
of the Fund; composition of proxy materials for meetings of the Fund's
shareholders and the composition of such registration statements as may
be required by federal securities laws for continuous public sale of
shares of the Fund. OMC shall, at its own cost and expense, also provide
the Fund with adequate office space, facilities and equipment.
4. Allocation of Expenses.
All other costs and expenses not expressly assumed by OMC under this
Agreement, or to be paid by the General Distributor of the shares of the
Fund, shall be paid by the Fund, including, but not limited to (i)
interest and taxes; (ii) brokerage commissions; (iii) premiums for
fidelity and other insurance coverage requisite to its operations; (iv)
the fees and expenses of its Trustees; (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 securities laws of shares of
the Fund for public sale; (x) expenses of printing and mailing reports,
notices and proxy materials to shareholders of the Fund; (xi) except as
noted above, all other expenses incidental to holding meetings of the
Fund's shareholders; and (xii) such extraordinary non-recurring expenses
as may arise, including litigation affecting the Fund and any obligation
which the Fund may have to indemnify its officers and Trustees with
respect thereto. Any officers or employees of OMC or any entity
controlling, controlled by or under common control with OMC, who may also
serve as officers, Trustees or employees of the Fund shall not receive any
compensation from the Fund for their services.
5. Compensation of OMC.
The Fund 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
aggregate net assets of the Fund as of the close of each business day and
payable monthly at the following annual rates:
.75% of the first $200 million of aggregate net assets;
.72% of the next $200 million;
.69% of the next $200 million;
.66% of the next $200 million; and
.60% of aggregate net assets over $800 million.
6. Use of Name "Oppenheimer."
OMC hereby grants to the Fund a royalty-free, non-exclusive license
to use the name "Oppenheimer" in the name of the Fund for the duration of
this Agreement and any extensions or renewals thereof. Such license may,
upon termination of this Agreement, be terminated by OMC, in which event
the Fund shall promptly take whatever action may be necessary to change
its name and discontinue any further use of the name "Oppenheimer" in the
name of the Fund or otherwise. The name "Oppenheimer" may be used or
licensed by OMC in connection with any of its activities or licensed by
OMC to any other party.
7. Portfolio Transactions and Brokerage.
(a) OMC is authorized, in arranging the Fund's portfolio
transactions, to employ or deal with such members of securities or
commodities exchanges, brokers or dealers, including "affiliated" broker
dealers (as that term is defined in the Investment Company Act)
(hereinafter "broker-dealers"), as may, in its best judgment, implement
the policy of the Fund to obtain, at reasonable expense, the "best
execution" (prompt and reliable execution at the most favorable security
price obtainable) of the Fund's portfolio transactions as well as to
obtain, consistent with the provisions of subparagraph "(c)" of this
paragraph "7," the benefit of such investment information or research as
may be of significant assistance to the performance by OMC of its
investment management functions.
(b) OMC shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions. The
abilities of a broker-dealer to obtain best execution of particular
portfolio transaction(s) will be judged by OMC on the basis of all
relevant factors and considerations including, insofar as feasible, the
execution capabilities required by the transaction or transactions; the
ability and willingness of the broker-dealer to facilitate the Fund's
portfolio transactions by participating therein for its own account; the
importance to the Fund of speed, efficiency or confidentiality; the
broker-dealer's apparent familiarity with sources from or to whom
particular securities might be purchased or sold; as well as any other
matters relevant to the selection of a broker-dealer for particular and
related transactions of the Fund.
(c) OMC shall have discretion, in the interests of the Fund, to
allocate brokerage on the Fund's portfolio transactions to broker-dealers
other than affiliated broker-dealers, qualified to obtain best execution
of such transactions who provide brokerage and/or research services (as
such services are defined in Section 23(e)(3) of the Securities Exchange
Act of 1934) for the Fund and/or other accounts for which OMC and its
affiliates exercise "investment discretion" (as that term is defined in
Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the
Fund to pay such broker-dealers a commission for effecting a portfolio
transaction for the Fund that is in excess of the amount of commission
another broker-dealer adequately qualified to effect such transaction
would have charged for effecting that transaction, if 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 and its investment advisory affiliates with
respect to the accounts as to which they exercise investment discretion.
In reaching such determination, OMC 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 shall
be prepared to show that all commissions were allocated for the purposes
contemplated by this Agreement and that the total commissions paid by the
Fund over a representative period selected by the Fund's trustees were
reasonable in relation to the benefits to the Fund.
(d) OMC shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any
particular portfolio transactions or to select any broker-dealer on the
basis of its purported or "posted" commission rate but will, to the best
of its ability, endeavor to be aware of the current level of the charges
of eligible broker-dealers and to minimize the expense incurred by the
Fund for effecting its portfolio transactions to the extent consistent
with the interests and policies of the Fund as established by the
determinations of its Board of Trustees and the provisions of this
paragraph "7."
(e) The Fund recognizes that an affiliated broker-dealer (i) may act
as one of the Fund's regular brokers so long as it is lawful for it so to
act; (ii) may be a major recipient of brokerage commissions paid by the
Fund; and (iii) may effect portfolio transactions for the Fund only if the
commissions, fees or other remuneration received or to be received by it
are determined in accordance with procedures contemplated by any rule,
regulation or order adopted under the Investment Company Act for
determining the permissible level of such commissions.
(f) Subject to the foregoing provisions of this paragraph "7", OMC
may also consider sales of Fund shares and shares of other investment
companies managed by OMC or its affiliates as a factor in the selection
of broker-dealers for the Fund's portfolio transactions.
8. Duration.
This Agreement will take effect on the date first set forth above and
will continue in effect until December 31, 1995, and thereafter, from year
to year, so long as such continuance shall be approved at least annually
in the manner contemplated by Section 15 of the Investment Company Act.
9. Termination.
This Agreement may be terminated (i) by OMC at any time without
penalty upon giving the Fund sixty days' written notice (which notice may
be waived by the Fund); or (ii) by the Fund at any time without penalty
upon sixty days' written notice to OMC (which notice may be waived by OMC)
provided that such termination by the Fund shall be directed or approved
by the vote of a majority of all of the Trustees of the Fund then in
office or by the vote of the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding voting securities of the Fund.
10. Assignment or Amendment.
This Agreement may not be amended without the affirmative vote or
written consent of the holders of a "majority" of the outstanding voting
securities of the Fund, and shall automatically and immediately terminate
in the event of its "assignment," as defined in the Investment Company
Act.
11. Disclaimer of Shareholder Liability.
OMC understands that the obligations of the Fund under this Agreement
are not binding upon any Trustee or shareholder of the Fund personally,
but bind only the Fund and the Fund's property. OMC represents that it has
notice of the provisions of the Declaration of Trust of the Fund
disclaiming shareholder liability for acts or obligations of the Fund.
12. Definitions.
The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.
OPPENHEIMER ENTERPRISE FUND
By: /s/ Andrew J. Donohue
---------------------------
Andrew J. Donohue
Secretary
OPPENHEIMER MANAGEMENT CORPORATION
By: /s/ Andrew J. Donohue
---------------------------
Andrew J. Donohue
Executive Vice President
ADVISORY/885.ed
SERVICE PLAN AND AGREEMENT
BETWEEN
OPPENHEIMER ENTERPRISE FUND AND
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
FOR CLASS A SHARES
SERVICE PLAN AND AGREEMENT dated the 7th day of November, 1995, by and
between OPPENHEIMER ENTERPRISE FUND (the "Fund") and OPPENHEIMER FUNDS
DISTRIBUTOR, INC. (the "Distributor").
1. The Plan. This Plan is the Fund's written service plan for its
Class A Shares described in the Fund's registration statement as of the
date this Plan takes effect, contemplated by and to comply with Article
III, Section 26 of the Rules of Fair Practice of the National
Association of Securities Dealers, pursuant to which the Fund will
reimburse the Distributor for a portion of its costs incurred in
connection with the personal service and the maintenance of shareholder
accounts ("Accounts") that hold Class A Shares (the "Shares") of such
series and class of the Fund. The Fund may be deemed to be acting as
distributor of securities of which it is the issuer, pursuant to Rule
12b-1 under the Investment Company Act of 1940 (the "1940 Act"),
according to the terms of this Plan. The Distributor is authorized
under the Plan to pay "Recipients," as hereinafter defined, for
rendering services and for the maintenance of Accounts. Such
Recipients are intended to have certain rights as third-party
beneficiaries under this Plan.
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
financial institution which: (i) has rendered services in
connection with the personal service and maintenance of Accounts;
(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 such service; and
(iii) has been selected by the Distributor to receive payments
under the Plan. Notwithstanding the foregoing, a majority of the
Fund's Board of Trustees (the "Board") who are not "interested
persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Plan or in any
agreements relating to this Plan (the "Independent Trustees") may
remove any broker, dealer, bank or other institution as a
Recipient, whereupon such entity's rights as a third party
beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient, or
(ii) such brokerage or other customers, or investment advisory or
other clients of such Recipient and/or accounts as to which such
Recipient is a fiduciary or custodian or co-fiduciary or co-
custodian (collectively, the "Customers"), but in no event shall
any such Shares be deemed owned by more than one Recipient for
purposes of this Plan. In the event that two entities would
otherwise qualify as Recipients as to the same Shares, the
Recipient which is the dealer of record on the Fund's books shall
be deemed the Recipient as to such Shares for purposes of this
Plan.
3. Payments for Distribution Assistance.
(a) Under the Plan, the Fund will make payments to the Distributor,
within forty-five (45) days of the end of each calendar quarter, in
the amount of the lesser of: (i) .0625% (.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, or (ii) the Distributor's actual expenses under the Plan for
that quarter of the type approved by the Board. The Distributor
will use such fee received from the Fund in its entirety to
reimburse itself for payments to Recipients and for its other
expenditures and costs of the type approved by the Board incurred
in connection with the personal service and maintenance of Accounts
including, but not limited to, the services described in the
following paragraph. 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.
The services to be rendered by the Distributor and Recipients in
connection with the personal service and the maintenance of
Accounts may include, but shall not be limited to, the
following: answering routine inquiries from the Recipient's
customers concerning the Fund, providing such customers with
information on their investment in shares, assisting in the
establishment and maintenance of accounts or sub-accounts in the
Fund, making the Fund's investment plans and dividend payment
options available, and providing such other information and
customer liaison services and the maintenance of Accounts as the
Distributor or the Fund may reasonably request. It may be
presumed that a Recipient has provided services qualifying for
compensation 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 services, 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 services in
this regard. If the Distributor still is not satisfied, it may
take appropriate steps to terminate the Recipient's status as
such under the Plan, whereupon such entity's rights as a third-
party beneficiary hereunder shall terminate.
Payments received by the Distributor from the Fund under the
Plan will not be used to pay any interest expense, carrying
charge or other financial costs, or allocation of overhead of
the Distributor, or for any other purpose other than for the
payments described in this Section 3. The amount payable to the
Distributor each quarter will be reduced to the extent that
reimbursement payments otherwise permissible under the Plan have
not been authorized by the Board of Trustees for that quarter.
Any unreimbursed expenses incurred for any quarter by the
Distributor may not be recovered in later periods.
(b) The Distributor shall make payments to any Recipient quarterly,
within forty-five (45) days of the end of each calendar quarter, at a
rate not to exceed .0625% (.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 of Qualified
Holdings (excluding Shares acquired in reorganizations with investment
companies for which Oppenheimer Management Corporation or an affiliate
acts as investment adviser and which have not adopted a distribution
plan at the time of reorganization with the Fund). However, no such
payments shall be made to any Recipient for any such quarter in which
its Qualified Holdings do not equal or exceed, at the end of such
quarter, the minimum amount ("Minimum Qualified Holdings"), if any, to
be set from time to time by a majority of the Independent Trustees. A
majority of the Independent Trustees may at any time or from time to
time increase or 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 increase or decrease the number of shares
constituting Minimum Qualified Holdings. The Distributor shall notify
all Recipients of the Minimum Qualified Holdings and the rate of
payments hereunder applicable to Recipients, and shall provide each
such 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 be sufficient
notice.
(c) 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.
4. Selection and Nomination of Trustees. While this Plan is in
effect, the selection or replacement of Independent Trustees and the
nomination of those persons to be Trustees of the Fund who are not
"interested persons" of the Fund shall be committed to the discretion
of the Independent Trustees. Nothing herein shall prevent the
Independent Trustees from soliciting the views or the involvement of
others in such selection or nomination if the final decision on any
such selection and nomination is approved by a majority of the
incumbent Independent Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide at least quarterly a written report to the Fund's Board
for its review, detailing the amount of all payments made pursuant to
this Plan, the identity of the Recipient of each such payment, and the
purposes for which the payments were made. The report shall state
whether all provisions of Section 3 of this Plan have been complied
with. The Distributor shall annually certify to the Board the amount
of its total expenses incurred that year with respect to the personal
service and maintenance of Accounts in conjunction with the Board's
annual review of the continuation of the Plan.
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 vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding Shares of the Class,
on not more than sixty days written notice to any other party to the
agreement; (ii) such agreement shall automatically terminate in the
event of its "assignment" (as defined in the 1940 Act); (iii) it shall
go into effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting
on such agreement; and (iv) it shall, unless terminated as herein
provided, continue in effect from year to year only so long as such
continuance is specifically approved at least annually by the Board
and its Independent Trustees cast in person at a meeting called for the
purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Independent Trustees cast in person
at a meeting called on May 4, 1995 for the purpose of voting on this
Plan, and shall take effect on the date that the Fund's Registration
Statement is declared effective by the Securities and Exchange
Commission. Unless terminated as hereinafter provided, it shall
continue in effect until December 31, 1995 and from year to year
thereafter or as the Board may otherwise determine only so long as such
continuance is specifically approved at least annually by the Board and
its Independent Trustees cast in person at a meeting called for the
purpose of voting on such continuance. This Plan may be terminated at
any time by vote of a majority of the Independent Trustees or by the
vote of the holders of a "majority" (as defined in the 1940 Act) of the
Fund's outstanding voting securities of the Class. This Plan may not
be amended to increase materially the amount of payments to be made
without approval of the Class A Shareholders, in the manner described
above, and all material amendments must be approved by a vote of the
Board and of the Independent Trustees.
8. Shareholder and Trustee Liability Disclaimer. The Distributor
understands and agrees that the obligations of the Fund under this Plan
are not binding upon any shareholder or Trustee of the Fund personally,
but only the Fund and the Fund's property. The Distributor represents
that it has notice of the provisions of the Declaration of Trust of the
Fund disclaiming shareholder and Trustee liability for acts or
obligations of the Fund.
OPPENHEIMER ENTERPRISE FUND
By: /s/ Andrew J. Donohue
----------------------
Andrew J. Donohue, Secretary
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By: /s/ Katherine P. Feld
---------------------------
Katherine P. Feld, Vice President &
Secretary
OFDI/885A.ed
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
FOR CLASS B SHARES OF
OPPENHEIMER ENTERPRISE FUND
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 7th day
of November, 1995, by and between OPPENHEIMER ENTERPRISE FUND (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 Fund's Board of Trustees (the
"Board") who are not "interested persons" (as defined in the 1940
Act) and who have no direct or indirect financial interest in the
operation of this Plan or in any agreements relating to this Plan
(the "Independent Trustees") may remove any broker, dealer, bank or
other person or entity as a Recipient, whereupon such person's or
entity's rights as a third-party beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all Shares
owned beneficially or of record by: (i) such Recipient, or (ii) such
brokerage or other customers, or investment advisory or other clients
of such Recipient and/or accounts as to which such Recipient is a
fiduciary or custodian or co-fiduciary or co-custodian (collectively,
the "Customers"), but in no event shall any such Shares be deemed
owned by more than one Recipient for purposes of this Plan. In the
event that more than one person or entity would otherwise qualify as
Recipients as to the same Shares, the Recipient which is the dealer
of record on the Fund's books as determined by the Distributor shall
be deemed the Recipient as to such Shares for purposes of this Plan.
3. Payments for Distribution Assistance and Administrative Support
Services.
(a) The Fund will make payments to the Distributor, (i) within
forty-five (45) days of the end of each calendar quarter, in the
aggregate amount of 0.0625% (0.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of the
Shares computed as of the close of each business day (the "Service
Fee"), plus (ii) within ten (10) days of the end of each month, in
the aggregate amount of 0.0625% (0.75% on an annual basis) of the
average during the month of the aggregate net asset value of Shares
computed as of the close of each business day (the "Asset-Based Sales
Charge") outstanding for six years or less (the "Maximum Holding
Period"). Such Service Fee payments received from the Fund will
compensate the Distributor and Recipients for providing
administrative support services with respect to Accounts. Such
Asset-Based Sales Charge payments received from the Fund will
compensate the Distributor and Recipients for providing distribution
assistance in connection with the sale of Shares.
The 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 Trustees
still is not satisfied, either may take appropriate steps to
terminate the Recipient's status as such under the Plan, whereupon
such Recipient's rights as a third-party beneficiary hereunder shall
terminate.
(b) The Distributor shall make service fee payments to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis)
of the average during the calendar quarter of the aggregate net asset
value of Shares computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of record by
the Recipient or by its Customers for a period of more than the
minimum period (the "Minimum Holding Period"), if any, to be set from
time to time by a majority of the Independent Trustees.
Alternatively, the Distributor may, at its sole option, make
service fee payments ("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 Trustees.
A majority of the Independent Trustees may at any time or from
time to time decrease and thereafter adjust the rate of fees to be
paid to the Distributor or to any Recipient, but not to exceed the
rate set forth above, and/or direct the Distributor to increase or
decrease the 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 the
interest and other borrowing costs of the Distributor's unreimbursed
expenses incurred in rendering distribution assistance and
administrative support services to the Fund; (iv) paying other direct
distribution costs, including without limitation the costs of sales
literature, advertising and prospectuses (other than those furnished
to current Shareholders) and state "blue sky" registration expenses;
and (v) 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 (ii) pursuant to a plan
of reorganization to which the Fund is a party. In the event that
the Board should have reason to believe that the Distributor may not
be rendering appropriate distribution assistance or administrative
support services in connection with the sale of Shares, then the
Distributor, at the request of the Board, shall provide the Board
with a written report or other information to verify that the
Distributor is providing appropriate services in this regard.
(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 Trustees. While this Plan is in effect,
the selection and nomination of those persons to be Trustees of the Fund
who are not "interested persons" of the Fund ("Disinterested Trustees")
shall be committed to the discretion of such Disinterested Trustees.
Nothing herein shall prevent the Disinterested Trustees from soliciting
the views or the involvement of others in such selection or nomination if
the final decision on any such selection and nomination is approved by a
majority of the incumbent Disinterested Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide written reports to the Fund's Board for its review,
detailing services rendered in connection with the distribution of the
Shares, the amount of all payments made and the purpose for which the
payments were made. The reports shall be provided quarterly, and shall
state whether all provisions of Section 3 of this Plan have been complied
with.
6. Related Agreements. Any agreement related to this Plan shall be in
writing and shall provide that: (i) such agreement may be terminated at
any time, without payment of any penalty, by a vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class, on not more than sixty days written notice to any other party
to the agreement; (ii) such agreement shall automatically terminate in the
event of its assignment (as defined in the 1940 Act); (iii) it shall go
into effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such agreement; and (iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such continuance is
specifically approved at least annually by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose
of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Board and its Independent Trustees cast
in person at a meeting called on May 4, 1995, for the purpose of voting
on this Plan, and shall take effect on the date that the Fund's
Registration Statement is declared effective by the Securities and
Exchange Commission. Unless terminated as hereinafter provided, it shall
continue in effect until December 31, 1995 and from year to year
thereafter or as the Board may otherwise determine only so long as such
continuance is specifically approved at least annually by a vote of the
Board and its Independent Trustees cast in person at a meeting called for
the purpose of voting on such continuance. This Plan may not be amended
to increase materially the amount of payments to be made without approval
of the Class B Shareholders, in the manner described above, and all
material amendments must be approved by a vote of the Board and of the
Independent Trustees. This Plan may be terminated at any time by vote of
a majority of the Independent Trustees or by the vote of the holders of
a "majority" (as defined in the 1940 Act) of the Fund's outstanding voting
securities of the Class. In the event of such termination, the Board and
its Independent Trustees shall determine whether the Distributor shall be
entitled to payment from the Fund of all or a portion of the Service Fee
and/or the Asset-Based Sales Charge in respect of Shares sold prior to the
effective date of such termination.
8. Disclaimer of Shareholder and Trustee Liability. The Distributor
understands that the obligations of the Fund under this Plan are not
binding upon any Trustee or shareholder of the Fund personally, but bind
only the Fund and the Fund's property. The Distributor represents that
it has notice of the provisions of the Declaration of Trust of the Fund
disclaiming shareholder and Trustee liability for acts or obligations of
the Fund.
OPPENHEIMER ENTERPRISE FUND
By: /s/ Andrew J. Donohue
----------------------------------
Andrew J. Donohue, Secretary
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By: /s/ Katherine P. Feld
-------------------------------------
Katherine P. Feld, Vice President
& Secretary
ofmi\885b.ed
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
FOR CLASS C SHARES OF
OPPENHEIMER ENTERPISE FUND
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 7th day
of November, 1995, by and between OPPENHEIMER ENTERPRISE FUND (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 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
Fund's Board of Trustees (the "Board") who are not "interested
persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Plan or in any
agreements relating to this Plan (the "Independent Trustees") may
remove any broker, dealer, bank or other person or entity as a
Recipient, whereupon such person's or entity's rights as a third-
party beneficiary hereof shall terminate.
(b)"Qualified Holdings" shall mean, as to any Recipient, all Shares
owned beneficially or of record by: (i) such Recipient, or (ii)
such brokerage or other customers, or investment advisory or other
clients of such Recipient and/or accounts as to which such
Recipient is a fiduciary or custodian or co-fiduciary or co-
custodian (collectively, the "Customers"), but in no event shall
any such Shares be deemed owned by more than one Recipient for
purposes of this Plan. In the event that more than one person or
entity would otherwise qualify as Recipients as to the same Shares,
the Recipient which is the dealer of record on the Fund's books as
determined by the Distributor shall be deemed the Recipient as to
such Shares for purposes of this Plan.
3. Payments for Distribution Assistance and Administrative Support
Services.
(a)The Fund will make payments to the Distributor, within forty-
five (45) days of the end of each calendar quarter, in the
aggregate amount of (i) 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 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 Trustees still is not satisfied, either
may take appropriate steps to terminate the Recipient's status as
such under the Plan, whereupon such Recipient's rights as a third-
party beneficiary hereunder shall terminate.
(b)The Distributor shall make service fee payments to any Recipient
quarterly, within forty-five (45) days of the end of each calendar
quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis)
of the average during the calendar quarter of the aggregate net
asset value of Shares, computed as of the close of each business
day, constituting Qualified Holdings owned beneficially or of
record by the Recipient or by its Customers for a period of more
than the minimum period (the "Minimum Holding Period"), if any, to
be set from time to time by a majority of the Independent Trustees.
Alternatively, the Distributor may, at its sole option, make
service fee payments ("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
Trustees. A majority of the Independent Trustees may at any time
or from time to time decrease and thereafter adjust the rate of
fees to be paid to the Distributor or to any Recipient, but not to
exceed the 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 the interest and other borrowing costs of
the Distributor's unreimbursed expenses incurred in rendering
distribution assistance and administrative support services to the
Fund; (iv) paying other direct distribution costs, including
without limitation the costs of sales literature, advertising and
prospectuses (other than those furnished to current 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 (ii)
pursuant to a plan of reorganization to which the Fund is a party.
In the event that the Board should have reason to believe that the
Distributor may not be rendering appropriate distribution
assistance or administrative support services in connection with
the sale of Shares, then the Distributor, at the request of the
Board, shall provide the Board with a written report or other
information to verify that the Distributor is providing appropriate
services in this regard.
(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 Trustees. While this Plan is in effect,
the selection and nomination of those persons to be Trustees of the Fund
who are not "interested persons" of the Fund ("Disinterested Trustees")
shall be committed to the discretion of such Disinterested Trustees.
Nothing herein shall prevent the Disinterested Trustees from soliciting
the views or the involvement of others in such selection or nomination if
the final decision on any such selection and nomination is approved by a
majority of the incumbent Disinterested Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide written reports to the Fund's Board for its review,
detailing services rendered in connection with the distribution of the
Shares, the amount of all payments made and the purpose for which the
payments were made. The reports shall be provided quarterly and shall
state whether all provisions of Section 3 of this Plan have been complied
with.
6. Related Agreements. Any agreement related to this Plan shall be in
writing and shall provide that: (i) such agreement may be terminated at
any time, without payment of any penalty, by a vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class, on not more than sixty days written notice to any other party
to the agreement; (ii) such agreement shall automatically terminate in the
event of its assignment (as defined in the 1940 Act); (iii) it shall go
into effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such agreement; and (iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such continuance is
specifically approved at least annually by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose
of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Board and its Independent Trustees cast
in person at a meeting called on May 4, 1995 for the purpose of voting on
this Plan, and shall take effect on the date that the Fund's Registration
Statement is declared effective by the Securities and Exchange Commission.
Unless terminated as hereinafter provided, it shall continue in effect
until December 31, 1995 and from year to year thereafter or as the Board
may otherwise determine only so long as such continuance is specifically
approved at least annually by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such continuance. This Plan may not be amended to increase materially the
amount of payments to be made without approval of the Class C
Shareholders, in the manner described above, and all material amendments
must be approved by a vote of the Board and of the Independent Trustees.
This Plan may be terminated at any time by vote of a majority of the
Independent Trustees or by the vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class. In the event of such termination, the Board and its
Independent Trustees shall determine whether the Distributor 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.
8. Disclaimer of Shareholder and Trustee Liability. The Distributor
understands that the obligations of the Fund under this Plan are not
binding upon any Trustee or shareholder of the Fund personally, but bind
only the Fund and the Fund's property. The Distributor represents that
it has notice of the provisions of the Declaration of Trust of the Fund
disclaiming shareholder and Trustee liability for acts or obligations of
the Fund.
OPPENHEIMER ENTERPISE FUND
By: /s/ Andrew J. Donohue
--------------------------------
Andrew J. Donohue, Secretary
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By /s/ Katherine P. Feld
---------------------------------------
Katherine P. Feld, Vice President & Secretary
OFMI/885c.ed
