Oppenheimer Senior Floating Rate Fund Inactive
Filed: 15 Apr 05, 12:00am
PROXY CARD
OPPENHEIMER SENIOR
FLOATING RATE FUND PROXY CARD
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 26, 2005
The undersigned, revoking prior proxies, hereby appoints Brian Wixted, Philip Vottiero, and
Kathleen Ives, and each of them, as attorneys-in-fact and proxies of the undersigned, with
full power of substitution, to vote shares held in the name of the undersigned on the
record date at the Special Meeting of Shareholders of Oppenheimer Senior Floating Rate Fund
(the "Fund") to be held at 6803 South Tucson Way, Centennial, Colorado, 80112, on May 26,
2005, at 1:00 P.M. Mountain time, or at any adjournment thereof, upon the proposals
described in the Notice of Meeting and accompanying Proxy Statement, which have been
received by the undersigned.
This proxy is solicited on behalf of the Fund's Board of Trustees, and the proposal (set
forth on the reverse side of this proxy card) has been proposed by the Board of Trustees.
When properly executed, this proxy will be voted as indicated on the reverse side or "FOR"
a proposal if no choice is indicated. The proxy will be voted in accordance with the proxy
holders' best judgment as to any other matters that may arise at the Meeting.
VOTE VIA INTERNET:
https://vote.proxy-direct.com
VOTE VIA TELEPHONE: 1-866-241-6192
999 9999 9999 999
PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: [ ]
FOR WITHHOLD FOR ALL
ALL AUTHORITY EXCEPT
FOR ALL
1.
OPPENHEIMER SENIOR FLOATING RATE FUND
6803 South Tucson Way, Centennial, CO 80112
Notice Of Special Meeting Of Shareholders
To Be Held May 26, 2005
To The Shareholders of Oppenheimer Senior Floating Rate Fund:
Notice is hereby given that a Special Meeting of the Shareholders (the
"Meeting") of Oppenheimer Senior Floating Rate Fund (the "Fund") will be held
at 6803 South Tucson Way, Centennial, Colorado, 80112, at 1:00 P.M. Mountain
time, on May 26, 2005 and any adjustments thereof.
During the Meeting, shareholders of the Fund will vote on the following
proposal:
1. To elect a Board of Trustees, (the "Proposal"); and
2. To transact such other business as may properly come before the
meeting, or any adjournments thereof.
Shareholders of record at the close of business on March 17, 2005 are
entitled to vote at the Meeting. The proposal is more fully discussed in the
attached 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 the proposal. WE URGE YOU TO VOTE PROMPTLY. YOU CAN
VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL.
By Order of the Board of Trustees,
Robert G. Zack, Secretary
April 11, 2005
PLEASE VOTE THE ENCLOSED PROXY TODAY.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
291
23
TABLE OF CONTENTS
Page
Questions and Answers
Proxy Statement
Proposal: To Elect a Board of Trustees
Information About the Fund
Further Information About Voting and the Meeting
Other Matters
OPPENHEIMER SENIOR FLOATING RATE FUND
6803 South Tucson Way, Centennial, CO 80112
PROXY STATEMENT
QUESTIONS AND ANSWERS
Q. Who is Asking for My Vote?
A. The Trustees of Oppenheimer Senior Floating Rate Fund (the "Fund") are
asking that you vote on one matter at the Special Meeting of Shareholders
to be held on May 26, 2005.
Q. Who is Eligible to Vote?
A. Shareholders of record at the close of business on March 17, 2005 are
entitled to vote at the Meeting or any adjournment of the Meeting.
Shareholders are entitled to cast one vote per share (and a fractional
vote for a fractional share) for each matter presented at the Meeting. It
is expected that the mailing of this Proxy Statement will be made on or
about April 11, 2005.
Q. On What Matters Am I Being Asked to Vote?
A. You are being asked to vote on the following proposal:
To elect a Board of Trustees
Q. How do the Trustees Recommend that I Vote?
A. The Trustees recommend that you vote:
FOR election of all nominees as Trustees.
Q. How Can I Vote?
A. You can vote in four (4) different ways:
o By mail, with the enclosed ballot.
o In person at the Meeting (if you are a record owner).
o By telephone (please see the insert for instructions).
o By internet (at www.vote.proxy-direct.com).
Voting by telephone or internet is convenient and can help reduce the
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Fund's expenses. Whichever method you choose, please take the time to read
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the full text of the proxy statement before you vote.
Please be advised that the deadline for voting by telephone or internet is
3:00 P.M. Eastern time ("ET") on the last business day before the Meeting.
Q. How Will My Vote Be Recorded?
A. Proxy ballots that are properly signed, dated and received at or prior
to the Meeting, or any adjournment thereof, will be voted as specified. If
you specify a vote on the proposal, your proxy will be voted as indicated.
If you sign and date the proxy ballot, but do not specify a vote for the
proposal, your shares will be voted in favor of the Trustees'
recommendations. Telephonic or internet votes will be recorded according
to the voting procedures described in the "Further Information About
Voting and the Meeting" section of the Proxy Statement.
How Can I Revoke My Proxy?
A. You may revoke your proxy at any time before it is voted by forwarding a
written revocation or a later-dated proxy ballot to the Fund that is
received at or prior to the Meeting, or any adjournment thereof, or by
attending the Meeting, or any adjournment thereof, and voting in person
(if you are a record owner). Please be advised that the deadline for
revoking your proxy by telephone or internet is 3:00 P.M. (ET) on the
last business day before the Meeting.
Q. How Can I Get More Information About the Fund?
A. Copies of the Fund's Annual Report dated July 31, 2004 and Semi-Annual
Report dated January 31, 2005 have previously been mailed to Shareholders.
If you would like to have copies of the Fund's most recent Annual or
Semi-Annual Report sent to you free of charge, please call us toll-free at
1.800.708.7780, write to the Fund at OppenheimerFunds Services, P.O. Box
5270, Denver, Colorado 80217-5270 or visit the Oppenheimer funds website
at www.oppenheimerfunds.com.
Q. Whom Do I Call If I Have Questions?
A. Please call us at 1.800.708.7780.
The proxy statement is designed to furnish shareholders with the information
necessary to vote on the matters coming before the Meeting. If you have any
questions, please call us at 1.800.708.7780.
OPPENHEIMER SENIOR FLOATING RATE FUND
6803 South Tucson Way, Centennial, CO 80112
PROXY STATEMENT
Special Meeting of Shareholders
To Be Held May 26, 2005
This statement is furnished to the shareholders of Oppenheimer Senior
Floating Rate Fund (the "Fund") in connection with the solicitation by the
Fund's Board of Trustees of proxies to be used at a special meeting of
shareholders (the "Meeting") to be held at 6803 South Tucson Way, Centennial,
Colorado, 80112, at 1:00 P.M. Mountain time, on May 26, 2005, or any
adjournment thereof. Shareholders of record at the close of business on March
17, 2005 are entitled to vote at the Meeting. It is expected that the mailing
of this Proxy Statement will be made on or about April 11, 2005.
SUMMARY OF PROPOSALS
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Proposal Shareholders Voting
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To Elect a Board of Trustees All
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PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, ten (10) Trustees are to be elected. If elected, the Trustees
will serve indefinite terms until their successors are properly elected and
qualified. The persons named as attorneys-in-fact in the enclosed proxy have
advised the Fund that, unless a proxy ballot instructs them to withhold
authority to vote for all listed nominees or any individual nominee, all
validly executed proxies will be voted for the election of all of the
nominees named below.
As a Massachusetts business trust, the Fund is not required, and does not
intend, to hold annual shareholder meetings for the purpose of electing
Trustees. As a result, if elected, the Trustees will hold office until their
successors are duly elected and shall have qualified. If a nominee should be
unable to accept election, serve his or her term or resign, the Board of
Trustees may, subject to the Investment Company Act of 1940 (referred to in
this proxy statement as the "Investment Company Act"), in its discretion,
select another person to fill the vacant position.
Although the Fund will not normally hold annual meetings of its shareholders,
it may hold shareholder meetings from time to time on important matters, and
shareholders have the right to call a meeting to remove a Trustee or to take
other action described in the Fund's Declaration of Trust. Also, if at any
time, less than a majority of the Trustees holding office has been elected by
the shareholders, the Trustees then in office will promptly call a
shareholders' meeting for the purpose of electing Trustees.
Each of the nominees, except for Mrs. Hamilton and Mr. Malone, currently
serves as a Trustee of the Fund. Each of the nominees has consented to be
named as such in this proxy statement and to serve as Trustee if elected. All
present Trustees of the Fund have previously been elected by the Fund's
shareholders, except for Mr. Cameron who was appointed as a Trustee in
December 1999, Mr. Marshall who was appointed as a Trustee in December 2000,
and Mr. Murphy who was appointed as a Trustee effective October 2001. Mrs.
Hamilton and Mr. Malone will be Trustees if elected. Each of the Trustees and
nominees serve as trustee or director of other funds in the Oppenheimer
family of funds. The Oppenheimer funds on which each of the Trustees and
nominees currently serves are referred to as "Board II Funds" in this proxy
statement.
Except for Mr. Murphy, each of the Trustees is an independent trustee of the
Fund ("Independent Trustee"). Each of the nominees will be an Independent
Trustee if elected. Mr. Murphy is an "interested person" (as that term is
defined in the Investment Company Act) of the Fund because he is affiliated
with OppenheimerFunds, Inc. (the "Manager") by virtue of his positions as an
officer and director of the Manager, and as a shareholder of its parent
company. Mr. Murphy was appointed as a Trustee of the Fund with the
understanding that in the event he ceases to be the Chief Executive Officer
of the Manager, he will resign as a trustee of the Fund and the other Board
II Funds for which he is a trustee or director.
The Fund's Trustees and length of service as well as their and the nominees
principal occupations and business affiliations during the past five years
are listed below. The information for the Trustees and nominees also includes
the dollar range of shares of the Fund as well as the aggregate dollar range
of shares beneficially owned in any of the Oppenheimer funds overseen by the
Trustees.
The address of each Trustee and nominee in the chart below is 6803 S. Tucson
Way, Centennial, CO 80112-3924. If elected, each Trustee and nominee serves
for an indefinite term, until his or her resignation, retirement, death or
removal.
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Nominees for Independent Trustees
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Name, Principal Occupation(s) During Past 5 Dollar Aggregate
Dollar
Range Of
Shares
Beneficially
Owned in
Position(s) Held Years; Range of Any of the
with Fund, Other Trusteeships/Directorships Held by Shares Oppenheimer
Length of Service Trustee; BeneficiallyFunds
and Number of Portfolios in Fund Complex Owned in Overseen
Age Currently Overseen by Trustee the Fund by Trustee
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As of March 17, 2005
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William L. Chairman of the following private $0 Over
Armstrong, mortgage banking companies: Cherry Creek $100,000
Chairman since Mortgage Company (since 1991),
2003 and Trustee Centennial State Mortgage Company (since
since 1999 1994), The El Paso Mortgage Company
Age: 67 (since 1993), Transland Financial
Services, Inc. (since 1997); Chairman of
the following private companies: Great
Frontier Insurance (insurance agency)
(since 1995), Ambassador Media
Corporation and Broadway Ventures (since
1984); a director of the following
public companies: Helmerich & Payne,
Inc. (oil and gas drilling/production
company) (since 1992). Mr. Armstrong is
also a Director/Trustee of Campus
Crusade for Christ and the Bradley
Foundation. Formerly a director of the
following: UNUMProvident (insurance
company) (since 1991), Storage
Technology Corporation (a publicly-held
computer equipment company)
(1991-February 2003), and International
Family Entertainment (television
channel) (1992-1997), Frontier Real
Estate, Inc. (residential real estate
brokerage) (1994-1999), and Frontier
Title (title insurance agency)
(1995-June 1999); a U.S. Senator
(January 1979-January 1991). Oversees 38
portfolios in the OppenheimerFunds
complex.
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Robert G. Avis, Formerly, Director and President of A.G. $0 Over
Trustee since 1999 Edwards Capital, Inc. (General Partner $100,000
Age: 73 of private equity funds) (until February
2001); Chairman, President and Chief
Executive Officer of A.G. Edwards
Capital, Inc. (until March 2000); Vice
Chairman and Director of A.G. Edwards,
Inc. and Vice Chairman of A.G. Edwards &
Sons, Inc. (its brokerage company
subsidiary) (until March 1999); Chairman
of A.G. Edwards Trust Company and A.G.E.
Asset Management (investment advisor)
(until March 1999); and a Director
(until March 2000) of A.G. Edwards &
Sons and A.G. Edwards Trust Company.
Oversees 38 portfolios in the
OppenheimerFunds complex.
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George C. Bowen, Formerly Assistant Secretary and a $0 Over
Trustee since director (December 1991-April 1999) of $100,000
1999 Centennial Asset Management Corporation;
Age: 68 President, Treasurer and a director
(June 1989-April 1999) of Centennial
Capital Corporation; Chief Executive
Officer and a director of MultiSource
Services, Inc. (March 1996-April 1999).
Until April 1999 Mr. Bowen held several
positions with the Manager and in
subsidiary or affiliated companies of
the Manager. Oversees 38 portfolios in
the OppenheimerFunds complex.
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Edward L. Cameron, A member of The Life Guard of Mount $0 Over
Trustee since Vernon, George Washington's home (since $100,000
1999 June 2000). Formerly Director (March
Age: 66 2001-May 2002) of Genetic ID, Inc. and
its subsidiaries (a privately held
biotech company); a partner (July
1974-June 1999) with
PricewaterhouseCoopers LLP (an
accounting firm); and Chairman (July
1994-June 1998) of Price Waterhouse LLP
Global Investment Management Industry
Services Group. Oversees 38 portfolios
in the OppenheimerFunds complex.
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Jon S. Fossel, Director (since February 1998) of Rocky Over Over
Trustee since 1999 Mountain Elk Foundation (a $100,000 $100,000
Age: 61 not-for-profit foundation); a director
(since 1997) of Putnam Lovell Finance
(finance company); a director (since
June 2002) of UNUMProvident (an
insurance company); a director of
Northwestern Energy Corp. (a publicly
held electric and gas utility). Formerly
a director (October 1999-October 2003)
of P.R. Pharmaceuticals (a privately
held company); Chairman and a director
(until October 1996) and President and
Chief Executive Officer (until October
1995) of the Manager; President, Chief
Executive Officer and a director (until
October 1995) of Oppenheimer Acquisition
Corp., Shareholders Services Inc. and
Shareholder Financial Services, Inc.
Oversees 38 portfolios in the
OppenheimerFunds complex.
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Sam Freedman, Director of Colorado Uplift (a $0 Over
Trustee since 1999 non-profit charity) (since September $100,000
Age: 64 1984). Formerly (until October 1994) Mr.
Freedman held several positions with the
Manager and in subsidiary or affiliated
companies of the Manager. Oversees 38
portfolios in the OppenheimerFunds
complex.
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Beverly L. Trustee of Monterey International $0 Over
Hamilton, Studies (an educational organization) $100,000
Nominee (since February 2000); a director of The
Age: 58 California Endowment (a philanthropic
organization) (since April 2002) and of
Community Hospital of Monterey Peninsula
(educational organization) (since
February 2002); a director of America
Funds Emerging Markets Growth Fund
(since October 1991) (an investment
company); an advisor to Credit Suisse
First Boston's Sprout venture capital
unit. Mrs. Hamilton also is a member of
the investment committees of the
Rockefeller Foundation and of the
University of Michigan. Formerly,
Trustee of MassMutual Institutional
Funds (open-end investment company)
(1996-May 2004); a director of MML
Series Investment Fund (April 1989-May
2004) and MML Services (April 1987-May
2004) (investment companies); member of
the investment committee (2000-2003) of
Hartford Hospital; an advisor
(2000-2003) to Unilever (Holland)'s
pension fund; and President (February
1991-April 2000) of ARCO Investment
Management Company. Oversees 37
portfolios in the OppenheimerFunds
complex.
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Robert J. Malone, Chairman, Chief Executive Officer and $0 Over
Nominee Director of Steele Street State Bank (a $100,000
Age: 60 commercial banking entity) (since August
2003); director of Colorado UpLIFT (a
non-profit organization) (since 1986);
trustee (since 2000) of the Gallagher
Family Foundation (non-profit
organization). Formerly, Chairman of
U.S. Bank-Colorado (a subsidiary of U.S.
Bancorp and formerly Colorado National
Bank,) (July 1996-April 1, 1999), a
director of: Commercial Assets, Inc. (a
REIT) (1993-2000), Jones Knowledge, Inc.
(a privately held company) (2001-July
2004) and U.S. Exploration, Inc. (oil
and gas exploration) (1997-February
2004). Oversees 37 portfolios in the
OppenheimerFunds complex.
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F. William Trustee of MassMutual Institutional $0 Over
Marshall, Jr., Funds and MML Series Investment Fund $100,000
Trustee since 2000 (since 1996) (both open-end investment
Age: 62 companies) and the Springfield Library
and Museum Association (since 1995)
(museums) and the Community Music School
of Springfield (music school) (since
1996); Trustee (since 1987), Chairman of
the Board (since 2003) and Chairman of
the investment committee (since 1994)
for the Worcester Polytech Institute
(private university); and President and
Treasurer (since January 1999) of the
SIS Fund (a private not for profit
charitable fund). Formerly, member of
the investment committee of the
Community Foundation of Western
Massachusetts (1998 - 2003); Chairman
(January 1999-July 1999) of SIS & Family
Bank, F.S.B. (formerly SIS Bank)
(commercial bank); and Executive Vice
President (January 1999-July 1999) of
Peoples Heritage Financial Group, Inc.
(commercial bank). Oversees 38
portfolios in the OppenheimerFunds
complex.
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The address of Mr. Murphy in the chart below is Two World Financial Center,
225 Liberty Street, 11th Floor, New York, NY 10281-1008. Mr. Murphy serves
for an indefinite term, until his resignation, death or removal.
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Nominee for Interested Trustee and Officer
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Name, Principal Occupation(s) During Past 5 Dollar Aggregate
Dollar
Range Of
Shares
Beneficially
Owned in
Years; Range of Any of the
Position(s) Held Other Trusteeships/Directorships Held by Shares Oppenheimer
with Fund, Trustee; BeneficiallFunds
Length of Service, Number of Portfolios in Fund Complex Owned in Overseen
Age Currently Overseen by Trustee the Fund by Trustee
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As of March 17, 2005
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John V. Murphy, Chairman, Chief Executive Officer and $0 Over
President and director (since June 2001) and President $100,000
Trustee and (since September 2000) of the Manager;
Principal President and a director or trustee of
Executive Officer other Oppenheimer funds; President and a
since 2001 director (since July 2001) of Oppenheimer
Age: 55 Acquisition Corp. (the Manager's parent
holding company) and of Oppenheimer
Partnership Holdings, Inc. (a holding
company subsidiary of the Manager); a
director (since November 2001) of
OppenheimerFunds Distributor, Inc. (a
subsidiary of the Manager); Chairman and
a director (since July 2001) of
Shareholder Services, Inc. and of
Shareholder Financial Services, Inc.
(transfer agent subsidiaries of the
Manager); President and a director (since
July 2001) of OppenheimerFunds Legacy
Program (a charitable trust program
established by the Manager); a director
of the following investment advisory
subsidiaries of the Manager: OFI
Institutional Asset Management, Inc.,
Centennial Asset Management Corporation,
Trinity Investment Management Corporation
and Tremont Capital Management, Inc.
(since November 2001), HarbourView Asset
Management Corporation and OFI Private
Investments, Inc. (since July 2001);
President (since November 1, 2001) and a
director (since July 2001) of Oppenheimer
Real Asset Management, Inc.; Executive
Vice President (since February 1997) of
Massachusetts Mutual Life Insurance
Company (the Manager's parent company); a
director (since June 1995) of DLB
Acquisition Corporation (a holding
company that owns the shares of Babson
Capital Management LLC); a member of the
Investment Company Institute's Board of
Governors (elected to serve from October
3, 2003 through September 30, 2006).
Formerly, Chief Operating Officer
(September 2000-June 2001) of the
Manager; President and trustee (November
1999-November 2001) of MML Series
Investment Fund and MassMutual Select
Funds (open-end investment companies); a
director (September 1999-August 2000) of
C.M. Life Insurance Company; President,
Chief Executive Officer and director
(September 1999-August 2000) of MML Bay
State Life Insurance Company; a director
(June 1989-June 1998) of Emerald Isle
Bancorp and Hibernia Savings Bank (a
wholly-owned subsidiary of Emerald Isle
Bancorp). Oversees 62 portfolios as
Trustee/Director and 20 additional
portfolios as Officer in the
OppenheimerFunds complex.
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A. General Information Regarding the Board of Trustees.
The Fund is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders. The Trustees meet periodically
throughout the year to oversee the Fund's activities, review its performance
and review the actions of the Manager, which is responsible for the Fund's
day-to-day operations. Ten meetings of the Trustees were held during the
fiscal year ended July 31, 2004. Each of the incumbent Trustees was present
for at least 75% of the aggregate number of Board of Trustees meetings and
committees on which that Trustee served that were held during the period.
B. Committees of the Board of Trustees.
The Board of Trustees has appointed standing Audit, Review and Governance
Committees.
The Audit Committee is comprised solely of Independent Trustees. The members
of the Audit Committee are Edward L. Cameron (Chairman), George C. Bowen and
F. William Marshall, Jr. If elected, Robert J. Malone will serve as a member
of the Audit Committee. The Audit Committee held 6 meetings during the fiscal
year ended July 31, 2004. The Audit Committee is in charge of the selection
of the Fund's independent auditors. Other main functions of the Audit
Committee include, but are not limited to: (i) reviewing the scope and
results of financial statement audits and the audit fees charged; (ii)
reviewing reports from the Fund's independent auditors regarding the Fund's
internal accounting procedures and controls; (iii) reviewing certain reports
from and meeting periodically with the Funds' Chief Compliance Officer; (iv)
reviewing reports from the Manager's Internal Audit Department; (v)
maintaining a separate line of communication between the Fund's independent
auditors and its Independent Trustees; and (vi) exercising all other
functions outlined in the Audit Committee Charter, including but not limited
to reviewing the independence of the Fund's independent auditors and the
pre-approval of the performance by the Fund's independent auditors of any
audit and non-audit service, including tax service, for the Fund and the
Manager and certain affiliates of the Manager that is not prohibited by the
Sarbanes-Oxley Act.
The members of the Review Committee are Jon S. Fossel (Chairman), Robert G.
Avis and Sam Freedman. If elected, Beverly Hamilton will serve as a member of
the Review Committee. The Review Committee, comprised solely of Independent
Trustees, held 6 meetings during the fiscal year ended July 31, 2004. Among
other functions, the Review Committee reviews reports and makes
recommendations to the Board concerning the fees paid to the Fund's transfer
agent and the Manager and the services provided to the Fund by the transfer
agent and the Manager. The Review Committee also reviews the Fund's
investment performance and policies and procedures adopted by the Fund to
comply with Investment Company Act and other applicable law.
The members of the Governance Committee are William Armstrong (Acting
Chairman) and F. William Marshall, Jr. If elected, Robert J. Malone will
serve as Chairman and Beverly Hamilton will serves as a member of the
Governance Committee. The Governance Committee is comprised solely of
Independent Trustees. Each of the nominees will be Independent Trustees if
elected. The Governance Committee was established in August 2004 and did not
hold any meetings during the Fund's fiscal year ended July 31, 2004. The
Governance Committee is expected to consider general governance matters,
including a formal process for shareholders to send communications to the
Board and the qualifications of candidates for board positions including
consideration of any candidate recommended by shareholders.
The Governance Committee has not yet adopted a charter, but anticipates that
it will do so shortly. The Committee has temporarily adopted the process
previously adopted by the Audit Committee regarding shareholder submission of
nominees for board positions. Shareholders may submit names of individuals,
accompanied by complete and properly supported resumes, for the Governance
Committee's consideration by mailing such information to the Committee in
care of the Fund. The Committee may consider such persons at such time as it
meets to consider possible nominees. The Committee, however, reserves sole
discretion to determine the candidates for trustees and independent trustees
to recommend to the Board and/or shareholders and may identify candidates
other than those submitted by shareholders. The Committee may, but need not,
consider the advice and recommendation of the Manager and its affiliates in
selecting nominees. The full Board elects new trustees except for those
instances when a shareholder vote is required.
Shareholders who desire to communicate with the Board should address
correspondence to the Board of Trustees of Oppenheimer Senior Floating Rate
Fund, or to an individual Trustee c/o the Secretary of the Fund at 6803 South
Tucson Way, Centennial, CO 80112 and may submit their correspondence
electronically at www.oppenheimerfunds.com under the caption "contact us." If
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your correspondence is intended for a particular Trustee, please indicate the
name of the Trustee for whom it is intended. The sender should indicate in
the address whether it is intended for the entire board, the Independent
Trustees as a group, or to an individual Trustee. The Governance Committee
will consider if a different process should be recommended to the Board. The
Governance Committee also considers Board and Committee compensation.
Based on the Audit Committee's recommendation, the Board of Trustees of the
Fund, including a majority of the Independent Trustees, at a meeting held
August 23, 2004, selected Deloitte & Touche LLP ("Deloitte") as auditors of
the Fund for the fiscal year beginning August 1, 2004. Deloitte also serves
as auditors for certain other funds for which the Manager acts as investment
advisor and through the completion of the December 31, 2003 financial
statements provided certain auditing and non-auditing services for the
Manager, the Manager's parent company and its subsidiaries.
1. Audit Fees.
During the fiscal years ended July 31, 2003 and July 31, 2004, Deloitte
performed audit services for the Fund including the audit of the Fund's
financial statements, review of the Fund's annual report and registration
statement amendment, consultation on financial accounting and reporting
matters and meetings with the Board of Trustees. The aggregate fees billed by
Deloitte for those services for the fiscal year ended July 31, 2003 were
$19,500 and for the fiscal year ended July 31, 2004 were $21,000.
2. Audit-Related Fees
There were no audit-related fees billed by Deloitte for services rendered to
the Fund for the fiscal years ended July 31, 2003 and July 31, 2004.
During the fiscal years ended July 31, 2003 and 2004, Deloitte billed the
Manager or the Manager's parent company and certain affiliated companies that
provide ongoing services to the Fund. Deloitte was paid a total of $34,734 in
2003 and $5,525 in 2004 for those services.
Such fees were paid for due diligence related to fund mergers, accounting
consultations and audits in connection with fund mergers, internal control
reviews and consultation concerning financial accounting and reporting
standards.
3. Tax Fees
There were no tax fees billed by Deloitte for services rendered to the Fund
for the fiscal years ended July 31, 2003 and July 31, 2004.
Deloitte provided certain tax accounting and other consulting services to the
Manager or the Manager's parent company and certain affiliated companies that
provide ongoing services to the Fund. Deloitte was paid a total of $10,448 in
2003 and $0 in 2004 for those services.
Such fees were paid for tax compliance, tax planning and tax advice. Tax
compliance generally involves assistance with the preparation of certain tax
returns, claims for a refund and tax payment-planning services. Tax planning
and tax advice includes assistance with tax audits and appeals, tax advice
related to fund mergers and requests for rulings or technical advice from
taxing authorities.
4. All Other Fees.
There were no fees billed by Deloitte for services rendered to the Fund other
than the services described above under "Audit Fees" for the fiscal years
ended July 31, 2003 and July 31, 2004.
During the fiscal years ended July 31, 2003 and 2004, Deloitte billed $3,500
and $0, respectively, to the Manager or the Manager's parent company and
certain affiliated companies that provide ongoing services to the Fund.
Such fees were paid for services provided to the Fund's Board of Trustees
with respect to the annual renewal of the Fund's investment advisory
agreement.
During its regularly scheduled periodic meetings, the Audit Committee will
pre-approve all audit, audit-related, tax and other services to be provided
by Deloitte. The Audit Committee has delegated pre-approval authority to its
Chairman for any subsequent new engagements that arise between regularly
scheduled meeting dates provided that any such fees pre-approved are
presented to the Audit Committee and approved at its next regularly scheduled
meeting.
Pre-approval of non-audit services is waived provided that: 1) the aggregate
amount of all such services provided constitutes no more than five percent of
the total amount of fees paid by the Fund to it principal accountant during
the fiscal year in which services are provided 2) such services were not
recognized by the Fund at the time of engagement as non-audit services and 3)
such services are promptly brought to the attention of the Audit Committee
and approved prior to the completion of the audit.
The Audit Committee approved 100% of the services under "Audit-Related Fees,"
"Tax Fees" and "All Other Fees" since the effective date of the
Sarbanes-Oxley Act.
As set forth above, the aggregate non-audit fees billed by Deloitte for
services rendered to the Manager as well as the Manager's parent company and
certain affiliated companies that provide ongoing services to the Fund for
the fiscal years ended July 31, 2003 and 2004 were $48,682 and $5,525,
respectively.
The Audit Committee of the Fund's Board of Trustees has considered whether
the provision of non-audit services that were rendered to the Manager as well
as the Manager's parent company and certain affiliated companies that provide
ongoing services to the Fund that were not pre-approved is compatible with
maintaining Deloitte's independence. The Audit Committee concluded that the
provision of those non-audit services is compatible with maintaining
Deloitte's independence.
Representatives of Deloitte are not expected to be present at the Meeting but
will be available should any matter arise requiring their presence.
C. Additional Information Regarding Trustees.
The Fund's Independent Trustees are paid a retainer and each meeting and are
reimbursed for expenses incurred in connection with attending such meetings.
Each Board II Fund for which they serve as a director or trustee pays a share
of those expenses.
The officers of the Fund and one Trustee of the Fund (Mr. Murphy) are
affiliated with the Manager and receive no salary or fee from the Fund. The
remaining Trustees of the Fund and the nominees received the compensation
shown below from the Fund with respect to the Fund's fiscal year ended July
31, 2004. The compensation from all 38 of the Board II Funds (including the
Fund) represents compensation received for serving as a director or trustee
and member of a committee (if applicable) of the boards of those funds during
the calendar year 2004. Mr. Malone and Mrs. Hamilton have not been elected as
trustees of the Fund. Therefore, they did not receive any compensation from
the Fund during its last fiscal year.
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Trustee Name and Other Fund Aggregate Compensation Total Compensation
From Fund and Fund
Complex Paid to
Position(s) (as applicable) from Fund1 Trustees*
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William L. Armstrong $2,975 $118,649
Chairman of the Board and Acting
Chairman of the Governance
Committee
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Robert G. Avis $1,961 $101,499
Review Committee Member
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George C. Bowen $1,961 $101,499
Audit Committee Member
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Edward L. Cameron $2,254 $115,503
Audit Committee Chairman
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Jon S. Fossel $2,254 $115,503
Review Committee Chairman
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Sam Freedman $1,961 $101,499
Review Committee Member
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Beverly Hamilton $02 $150,5423,4
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Robert J. Malone $02 $100,1793
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F. William Marshall, Jr.
Audit Committee Member and $1,961 $149,4995
Governance Committee Member
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1. Aggregate Compensation from Fund includes fees and deferred
compensation, if any, for a Trustee.
2. Mrs. Hamilton and Mr. Malone do not currently serve as Trustees of
Oppenheimer Senior Floating Rate Fund, therefore no Aggregate Compensation
from Fund was paid to them during the calendar year 2004.
3. "Total Compensation From Fund and Fund Complex" paid to Mrs. Hamilton
and Mr. Malone was paid by all the Board II Funds, with the exception of
Oppenheimer Senior Floating Rate Fund for which they currently do not
serve as Trustees (total of 37 Oppenheimer funds at December 31, 2004).
4. Includes $36,354 compensation (of which 100% was deferred under a
deferred compensation plan) paid to Mrs. Hamilton for serving as a trustee
by two open-end investment companies (MassMutual Select Funds and MML
Series Investment Fund) the investment adviser for which is the indirect
parent company of the Fund's Manager. The Manager also serves as the
Sub-Advisor to the MassMutual Premier International Equity Fund, a series
of MassMutual Premier Funds. Mrs. Hamilton retired as a Trustee of
MassMutual Select Funds and MML Series Investment Fund in May 2004.
5. Includes $48,000 compensation paid to Mr. Marshall for serving as a
trustee by two open-end investment companies (MassMutual Institutional
Funds and MML Series Investment Fund) the investment adviser for which is
the indirect parent company of the Fund's Manager. The Manager also serves
as the Sub-Advisor to the MassMutual International Equity Fund, a series
of MassMutual Institutional Funds.
* For purposes of this section only, "Fund Complex" includes the Oppenheimer
funds, MassMutual Institutional Funds and MML Series Investment Fund in
accordance with the instructions for Form N-1A. The Manager and the Fund
do not consider MassMutual Institutional Funds and MML Series Investment
Fund to be part of the OppenheimerFunds "Fund Complex" as that term may be
otherwise interpreted.
The Board of Trustees has adopted a Deferred Compensation Plan for
Independent Trustees that enables them to elect to defer receipt of all or a
portion of the annual fees they are entitled to receive from the Fund. Under
the plan, the compensation deferred by a Trustee is periodically adjusted as
though an equivalent amount had been invested in shares of one or more
Oppenheimer funds selected by the Trustee. The amount paid to the Trustee
under the plan will be determined based upon the performance of the selected
funds.
Deferral of Trustee's fees under the plan will not materially affect the
Fund's assets, liabilities and net income per share. The plan will not
obligate the Fund to retain the services of any Trustee or to pay any
particular level of compensation to any Trustee. Pursuant to an Order
issued by the SEC, the Fund may invest in the funds selected by the Trustee
under the plan without shareholder approval for the limited purpose of
determining the value of the Trustee's deferred fee account.
D. Information regarding Officers.
Information is given below about the executive officers who are not Trustees
or nominees for Trustee of the Fund, including their business experience
during the past five years. Each officer holds the same offices with one or
more of the other funds in the OppenheimerFunds complex.
The address of the Officers in the chart below is as follows: for Messrs.
Gillespie, Miao and Zack and Ms. Bloomberg, Two World Financial Center, 225
Liberty Street, New York, NY 10281-1008, for Messrs. Zimmer, Welsh, Vandehey,
Vottiero, Petersen and Wixted and Mses. Hui and Ives, 6803 S. Tucson Way,
Centennial, CO 80112-3924. Each Officer serves for an annual term or until
his or her earlier resignation, death or removal.
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Officers of the Fund
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Name, Principal Occupation(s) During Past 5 Years
Position(s) Held with
Fund,
Length of Service,
Age
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Arthur Zimmer, Senior Vice President of the Manager (since June 1997) and
Vice President and of HarbourView Asset Management Corporation (since April
Portfolio Manager 1999); an officer of 1 portfolio in the OppenheimerFunds
since 1999 complex. Formerly Vice President of the Manager (October
Age: 58 1990 - June 1997); Vice President of Centennial Asset
Management Corporation (June 1997 - November 2001).
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- -------------------------------------------------------------------------------------
Joseph Welsh, Vice President of the Manager (since December 2000); a high
Assistant Vice yield bond analyst for the Manager (since January 1995);
President and Vice President of HarbourView Asset Management Corporation
Portfolio Manager (since September 2002); an officer of 1 portfolio in the
since 1999 OppenheimerFunds complex. Formerly, Assistant Vice
Age: 40 President of the Manager (December 1996-November 2000).
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- -------------------------------------------------------------------------------------
Margaret Hui, Assistant Vice President of the Manager since October 1999;
Assistant Vice an officer of 1 portfolio in the OppenheimerFunds complex.
President and Formerly Vice President - Syndications of Sanwa Bank
Associate Portfolio California (January 1998 - September 1999).
Manager since 1999
Age: 46
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- -------------------------------------------------------------------------------------
Mark S. Vandehey, Senior Vice President and Chief Compliance Officer (since
Vice President and March 2004) of the Manager; Vice President (since June
Chief Compliance 1983) of OppenheimerFunds Distributor, Inc., Centennial
Officer since 2004 Asset Management Corporation and Shareholder Services, Inc.
Age: 54 Formerly (until February 2004) Vice President and Director
of Internal Audit of the Manager. An officer of 82
portfolios in the Oppenheimer funds complex.
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- -------------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of
Treasurer, Principal the Manager; Treasurer of HarbourView Asset Management
Financial and Corporation, Shareholder Financial Services, Inc.,
Accounting Officer Shareholder Services, Inc., Oppenheimer Real Asset
since 1999 Management Corporation, and Oppenheimer Partnership
Age: 45 Holdings, Inc. (since March 1999), of OFI Private
Investments, Inc. (since March 2000), of OppenheimerFunds
International Ltd. and OppenheimerFunds plc (since May
2000), of OFI Institutional Asset Management, Inc. (since
November 2000), and of OppenheimerFunds Legacy Program (a
Colorado non-profit corporation) (since June 2003);
Treasurer and Chief Financial Officer (since May 2000) of
OFI Trust Company (a trust company subsidiary of the
Manager); Assistant Treasurer (since March 1999) of
Oppenheimer Acquisition Corp. Formerly Assistant Treasurer
of Centennial Asset Management Corporation (March
1999-October 2003) and OppenheimerFunds Legacy Program
(April 2000-June 2003); Principal and Chief Operating
Officer (March 1995-March 1999) at Bankers Trust
Company-Mutual Fund Services Division. An officer of 82
portfolios in the OppenheimerFunds complex.
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- -------------------------------------------------------------------------------------
Brian Petersen, Assistant Vice President of the Manager since August 2002;
Assistant Treasurer formerly Manager/Financial Product Accounting (November
since 2004 1998-July 2002) of the Manager. An officer of 82 portfolios
Age: 34 in the OppenheimerFunds complex.
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Philip Vottiero, Vice President/Fund Accounting of the Manager since March
Assistant Treasurer 2002. Formerly Vice President/Corporate Accounting of the
since 2002 Manager (July 1999-March 2002) prior to which he was Chief
Age: 41 Financial Officer at Sovlink Corporation (April 1996-June
1999). An officer of 82 portfolios in the OppenheimerFunds
complex.
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- -------------------------------------------------------------------------------------
Robert G. Zack, Executive Vice President (since January 2004) and General
Vice President & Counsel (since February 2002) of the Manager; General
Secretary since 2001 Counsel and a director (since November 2001) of the
Age: 56 Distributor; General Counsel (since November 2001) of
Centennial Asset Management Corporation; Senior Vice
President and General Counsel (since November 2001) of
HarbourView Asset Management Corporation; Secretary and
General Counsel (since November 2001) of Oppenheimer
Acquisition Corp.; Assistant Secretary and a director
(since October 1997) of OppenheimerFunds International Ltd.
and OppenheimerFunds plc; Vice President and a director
(since November 2001) of Oppenheimer Partnership Holdings,
Inc.; a director (since November 2001) of Oppenheimer Real
Asset Management, Inc.; Senior Vice President, General
Counsel and a director (since November 2001) of Shareholder
Financial Services, Inc., Shareholder Services, Inc., OFI
Private Investments, Inc. and OFI Trust Company; Vice
President (since November 2001) of OppenheimerFunds Legacy
Program; Senior Vice President and General Counsel (since
November 2001) of OFI Institutional Asset Management, Inc.;
a director (since June 2003) of OppenheimerFunds (Asia)
Limited. Formerly Senior Vice President (May 1985-December
2003), Acting General Counsel (November 2001-February 2002)
and Associate General Counsel (May 1981-October 2001) of
the Manager; Assistant Secretary of Shareholder Services,
Inc. (May 1985-November 2001), Shareholder Financial
Services, Inc. (November 1989-November 2001); and
OppenheimerFunds International Ltd. (October 1997-November
2001). An officer of 82 portfolios in the OppenheimerFunds
complex.
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- -------------------------------------------------------------------------------------
Kathleen T. Ives, Vice President (since June 1998) and Senior Counsel and
Assistant Secretary Assistant Secretary (since October 2003) of the Manager;
since 2001 Vice President (since 1999) and Assistant Secretary (since
Age: 39 October 2003) of the Distributor; Assistant Secretary
(since October 2003) of Centennial Asset Management
Corporation; Vice President and Assistant Secretary (since
1999) of Shareholder Services, Inc.; Assistant Secretary
(since December 2001) of OppenheimerFunds Legacy Program
and of Shareholder Financial Services, Inc. An officer of
82 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Lisa I. Bloomberg, Vice President and Associate Counsel of the Manager since
Assistant Secretary May 2004; formerly First Vice President and Associate
since 2004 General Counsel of UBS Financial Services Inc. (formerly,
Age: 37 PaineWebber Incorporated) (May 1999 - April 2004) prior to
which she was an Associate at Skaden, Arps, Slate, Meagher
& Flom, LLP (September 1996 - April 1999). An officer of 82
portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Phillip S. Gillespie, Senior Vice President and Deputy General Counsel of the
Assistant Secretary Manager since September 2004. Formerly Mr. Gillespie held
since 2004 the following positions at Merrill Lynch Investment
Age: 41 Management: First Vice President (2001-September 2004);
Director (from 2000) and Vice President (1998-2000). An
officer of 82 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Wayne Miao, Assistant Vice President and Assistant Counsel of the
Assistant Secretary Manager since June 2004. Formerly an Associate with Sidley
since 2004 Austin Brown & Wood LLP (September 1999 - May 2004). An
Age: 32 officer of 82 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
All officers serve at the pleasure of the Board. As of March 17, 2005, the
Trustees, nominees for Trustee and officers, individually and as a group,
beneficially owned less than 1% of the outstanding Class A shares and no
Class B or Class C shares of the Fund. The foregoing statement does not
reflect ownership of shares of the Fund held of record by an employee benefit
plan for employees of the Manager, other than the shares beneficially owned
under the plan by the officers of the Fund listed above. In addition, each
Independent Trustee, and his or her family members, does not own securities
of either the Manager or OppenheimerFunds Distributor, Inc. (the
"Distributor" of the Board II Funds) or any person directly or indirectly
controlling, controlled by or under common control with the Manager or
Distributor.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION OF EACH NOMINEE AS TRUSTEE
INFORMATION ABOUT THE FUND
Fund Information. As of the close of business on March 17, 2005, the Fund had
255,117,100.163 shares outstanding, consisting of 93,138,888.718 Class A,
35,460,955.072 Class B and 126,517,266.373 Class C shares. Each share 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).
Beneficial Owners. Occasionally, the number of shares of the Fund held in
"street name" accounts of various securities dealers for the benefit of their
clients as well as the number of shares held by other shareholders of record
may exceed 5% of the total shares outstanding. As of March 17, 2005, the only
persons who owned of record or were known by the Fund to beneficially own 5%
or more of any class of the Fund's outstanding shares were:
Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive E., 3rd Floor,
Jacksonville, FL 32246-6484, which owned 14,017,531.811 Class C shares
(representing approximately 11.07% of the Fund's then outstanding Class C
shares), for the benefit of its customers.
The Manager, the Distributor and the Transfer Agent. 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. (the
"Distributor"), a wholly owned subsidiary of the Manager, is the general
distributor of the Fund's shares. The Manager and the Distributor are located
at Two World Financial Center, 225 Liberty Street, 11th Floor, New York, NY
10281-1008. OppenheimerFunds Services, a division of the Manager, located at
6803 South Tucson Way, Centennial, CO 80112, serves as the transfer and
shareholder servicing agent (the "Transfer Agent") for the Fund, for which it
was paid $594,432 by the Fund during the fiscal year ended July 31, 2004.
The Manager (including affiliates and subsidiaries) currently manages
investment companies, including the Oppenheimer funds, with assets of more
than $170 billion as of December 31, 2004, including other Oppenheimer with
more than 7 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 Financial Center,
225 Liberty Street, 11th Floor, New York, NY 10281-1008. 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, 2004,
MassMutual held (i) all of the 21,600,000 shares of Class A voting stock,
(ii) 12,642,025 shares of Class B voting stock, and (iii) 21,178,801 shares
of Class C non voting stock in OAC. This collectively represented 96.808% of
the outstanding common stock and 97.889% of the voting power of OAC as of
that date. Certain officers and/or directors of the Manager held (i) 366,486
shares of the Class B voting stock, representing 0.64% of the outstanding
common stock and 1.5% of the voting power, (ii) 183,039 shares of Class C non
voting stock, and (iii) options acquired without cash payment which, when
they become exercisable, allow the holders to purchase up to 10,641,501
shares of Class C non voting stock. That group includes persons who serve as
officers of the Fund and John V. Murphy, who serves as a Trustee 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, among
other things, the revenue, income, working capital, and excess cash of the
Manager). MassMutual may exercise call (purchase) options on all outstanding
shares of both such classes of common stock and vested options at the same
formula price.
The names and principal occupations of the executive officers and directors
of the Manager are as follows: John V. Murphy, Chairman, President, Chief
Executive Officer and a director; Andrew Ruotolo, Executive Vice President
and a director; Kurt Wolfgruber, Executive Vice President, Chief Investment
Officer and a director; Robert G. Zack, Executive Vice President and General
Counsel; Craig Dinsell and James Ruff, Executive Vice Presidents; Brian W.
Wixted, Senior Vice President and Treasurer; Mark Vandehey, Senior Vice
President and Chief Compliance Officer, and Bruce Dunbar, George Evans,
Ronald H. Fielding, John Forrest, Phillip S. Gillespie, Robert B. Grill,
Steve Ilnitzki, Lynn Oberist Keeshan, Thomas W. Keffer, Martin S.Korn, Chris
Leavy, Angelo Manioudakis, Charles McKenzie, Andrew J. Mika, Nikolaos D.
Monoyios, David Pfeffer, David Poiesz, David Robertson, Keith Spencer, Arthur
Steinmetz, John Stoma, Martin Telles, Jerry A. Webman, Diederick Werdmolder,
William L. Wilby, Donna Winn, Philip Witkower, Carol Wolf and Arthur J.
Zimmer, Senior Vice Presidents. These officers are located at one of the four
offices of the Manager: Two World Financial Center,225 Liberty Street, 11th
Floor, New York, NY 10281-1008; 6803 South Tucson Way, Centennial, CO 80112;
350 Linden Oaks, Rochester, NY 14625-2807 or 10 St. James Avenue, Boston, MA
02116.
Custodian. The Deutsche Bank Trust Company of Americas, 60 Wall Street, 17th
Floor, NYC60-1701, New York, NY 10005-2848, acts as custodian of the Fund's
securities and other assets.
Reports to Shareholders and Financial Statements. The Annual Report to
Shareholders of the Fund, including financial statements of the Fund for the
fiscal year ended July 31, 2004, has previously been sent to shareholders.
The Semi-Annual Report to Shareholders of the Fund as of January 31, 2005
also has previously been sent to shareholders. Upon request, shareholders may
obtain without charge a copy of the Annual Report and Semi-Annual Report by
writing the Fund at the address above, or calling the Fund at 1.800.708.7780
or visiting the Manager's website at www.oppenheimerfunds.com. The Fund's
transfer agent will provide a copy of the reports promptly upon request.
To avoid sending duplicate copies of materials to households, the Fund mails
only one copy of each prospectus and annual and semi-annual report to
shareholders having the same last name and address on the Fund's records. The
consolidation of these mailings, called householding, benefits the Fund
through reduced mailing expenses.
If you want to receive multiple copies of these materials or request
householding in the future, you may call the Transfer Agent at
1.800.708.7780. You may also notify the Transfer Agent in writing. Individual
copies of prospectuses and reports will be sent to you within 30 days after
the Transfer Agent receives your request to stop householding.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies. The cost of preparing, printing and mailing the
proxy ballot, notice of meeting, and this Proxy Statement and all other costs
incurred with the solicitation of proxies, including any additional
solicitation by letter, telephone or otherwise, will be paid equally by the
Fund and the Manager. In addition to solicitations by mail, officers of the
Fund or officers and employees of the Transfer Agent, without extra
compensation, may conduct additional solicitations personally or by
telephone.
Proxies also may be solicited by a proxy solicitation firm hired at the
Fund's expense to assist in the solicitation of proxies. Currently, if the
Fund determines to retain the services of a proxy solicitation firm, the Fund
anticipates retaining Alamo Direct Mail Services, Inc. Any proxy solicitation
firm engaged by the Fund, among other things, will be: (i) required to
maintain the confidentiality of all shareholder information; (ii) prohibited
from selling or otherwise disclosing shareholder information to any third
party; and (iii) required to comply with applicable telemarketing laws.
If the Fund does engage a proxy solicitation firm, as the Meeting date
approaches, certain shareholders may receive telephone calls from a
representative of the solicitation firm if their vote has not yet been
received. Authorization to permit the solicitation firm to execute proxies
may be obtained by telephonic instructions from shareholders of the Fund.
Proxies that are obtained telephonically will be recorded in accordance with
the procedures set forth below. These procedures have been designed to
reasonably ensure that the identity of the shareholder providing voting
instructions is accurately determined and that the voting instructions of the
shareholder are accurately recorded.
In all cases where a telephonic proxy is solicited, the solicitation firm
representative is required to ask for each shareholder's full name, address,
title (if the shareholder is authorized to act on behalf of an entity, such
as a corporation) and to confirm that the shareholder has received the Proxy
Statement and ballot in the mail. If the information solicited agrees with
the information provided to the solicitation firm, the solicitation firm
representative has the responsibility to explain the process, read the
proposals listed on the proxy ballot, and ask for the shareholder's
instructions on such proposals. The solicitation firm representative,
although he or she is permitted to answer questions about the process, is not
permitted to recommend to the shareholder how to vote. The solicitation firm
representative may read any recommendation set forth in the Proxy Statement.
The solicitation firm representative will record the shareholder's
instructions. Within 72 hours, the shareholder will be sent a confirmation of
his or her vote asking the shareholder to call the solicitation firm
immediately if his or her instructions are not correctly reflected in the
confirmation.
It is anticipated the cost of engaging a proxy solicitation firm will not
exceed $72,000 plus the additional out-of-pocket costs, that may be
substantial, incurred in connection with contacting those shareholders that
have not voted. 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 expenses.
If the shareholder wishes to participate in the Meeting, but does not wish to
give his or her proxy telephonically or via the internet, the shareholder may
still submit the proxy ballot originally sent with the Proxy Statement in the
postage paid envelope provided or attend in person. Should shareholders
require additional information regarding the proxy ballot or a replacement
proxy ballot, they may contact us toll-free at 1.800.708.7780. Any proxy
given by a shareholder, whether in writing, by telephone or via the internet,
is revocable as described below under the paragraph entitled "Revoking a
Proxy."
Please take a few moments to complete your proxy ballot promptly. You may
provide your completed proxy ballot, via facsimile, telephonically, via the
internet or by mailing the proxy ballot in the postage paid envelope
provided. You also may cast your vote by attending the Meeting in person if
you are a record owner.
Telephone Voting. The Fund has arranged to have votes recorded by telephone.
Please have the proxy ballot in hand and call the number on the enclosed form
and follow the instructions. After a shareholder provides his or her voting
instructions, those instructions are read back to the shareholder and the
shareholder must confirm his or her voting instructions before disconnecting
the telephone call. The voting procedures used in connection with telephone
voting are designed to reasonably authenticate the identity of shareholders,
to permit shareholders to authorize the voting of their shares in accordance
with their instructions and to confirm that their instructions have been
properly recorded.
Internet Voting. You may also vote over the internet at
www.vote.proxy-direct.com. You will be prompted to enter the control number
- -------------------------
on the enclosed proxy. Follow the instructions on the screen, using your
proxy as a guide.
Voting By Broker-Dealers. Shares owned of record by a broker-dealer for the
benefit of its 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 by applicable
stock exchange rules) vote, as record holder of such shares, for the election
of Trustees in the same proportion as that broker-dealer votes street account
shares for which it has received voting instructions in time to be voted.
Beneficial owners of street account shares cannot vote in person at the
meeting. Only record owners may vote in person at the meeting.
A "broker non-vote" is deemed to exist when a proxy received from a broker
indicates that the broker does not have discretionary authority to vote the
shares on that matter. Abstentions and broker non-votes will have the same
effect as a vote against the proposal.
Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans. Shares
held in OppenheimerFunds-sponsored retirement accounts for which votes are
not received as of the last business day before the Meeting Date, will be
voted by the trustee for such accounts in the same proportion as Shares for
which voting instructions from the Fund's other shareholders have been timely
received.
Quorum. The presence in person or by proxy of the holders of record of more
than 50% of the shares outstanding and entitled to vote constitutes a quorum
at the Meeting for purposes of electing Trustees. Shares over which
broker-dealers have discretionary voting power, shares that represent broker
non-votes and shares whose proxies reflect an abstention on any item are all
counted as shares present and entitled to vote for purposes of determining
whether the required quorum of shares exists.
Required Vote. Persons nominated as Trustees must receive a plurality of the
votes cast, which means that the ten (10) nominees receiving the highest
number of affirmative votes cast at the Meeting will be elected as long as
the votes FOR a nominee exceed the votes AGAINST that nominee.
How are votes counted? The individuals named as proxies on the proxy ballots
(or their substitutes) will vote according to your directions if your proxy
ballot is received and properly executed, or in accordance with the
instructions you provide if you vote by telephone. You may direct the proxy
holders to vote or not vote your shares on the proposal to elect Trustees by
checking the appropriate box "FOR" or "WITHHOLD AUTHORITY". If you properly
execute and return a proxy ballot but fail to indicate how the votes should
be cast, the proxy ballot will be voted in favor of the election of each of
the nominees named in this Proxy Statement for Trustee.
Shares of the Fund may be held by certain institutional investors for the
benefit of their clients. If the institutional investor does not timely
receive voting instructions from its clients with respect to such Shares, the
institutional investor may be authorized to vote such Shares, as well as
Shares the institutional investor itself owns, in the same proportion as
Shares for which voting instructions from clients are timely received.
Revoking a Proxy. You may revoke a previously granted proxy at any time
before it is exercised by (1) delivering a written notice to the Fund
expressly revoking your proxy, (2) signing and forwarding to the Fund a
later-dated proxy, or (3) telephone or internet or (4) attending the Meeting
and casting your votes in person if you are a record owner. Granted proxies
typically will be voted at the final meeting, but may be voted at an
adjourned meeting if appropriate. Please be advised that the deadline for
revoking your proxy by telephone or the internet is 3:00 P.M. (ET) on the
last business day before the Meeting.
Shareholder Proposals. The Fund is not required and does not intend 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 (for
certain matters and under special conditions described in the Statement of
Additional Information). Under the proxy rules of the SEC, shareholder
proposals that meet certain conditions may be included in a fund's proxy
statement for a particular meeting. Those rules currently require that for
future meetings, the shareholder must be a record or beneficial owner of Fund
shares either (i) with a value of at least $2,000 or (ii) in an amount
representing at least 1% of the fund's securities to be voted, 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 must have been submitted a reasonable time
before the Fund began to print and mail this Proxy Statement in order to be
included in this Proxy Statement. A proposal submitted for inclusion in the
Fund's proxy material for the next special meeting after the meeting to which
this Proxy Statement relates must be received by the Fund a reasonable time
before the Fund begins to print and mail the proxy materials for that
meeting. Notice of shareholder proposals to be presented at the Meeting must
have been received within a reasonable time before the Fund began to mail
this Proxy Statement. 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 because there are other requirements under the proxy rules for
such inclusion.
OTHER MATTERS
The Trustees do not intend to bring any matters before the Meeting other than
the Proposal and the Trustees and the Manager are not aware of any other
matters to be brought before the Meeting by others. Because 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 (or their substitutes) to vote the proxy in accordance with their
judgment on such matters.
In the event a quorum is not present or sufficient votes in favor of the
Proposal set forth in the Notice of Meeting of Shareholders is not received
by the date of the Meeting, the persons named in the enclosed proxy (or their
substitutes) may propose and approve one or more adjournments of the Meeting
to permit further solicitation of proxies. All such adjournments will require
the affirmative vote of a majority of the shares present in person or by
proxy at the session of the Meeting to be adjourned. The persons named as
proxies on the proxy ballots (or their substitutes) will vote the Shares
present in person or by proxy (including broker non-votes and abstentions) in
favor of such an adjournment if they determine additional solicitation is
warranted and in the interests of the Fund's shareholders. A vote may be
taken on the proposal in this proxy statement prior to any such adjournment
if a quorum is present, sufficient votes for its approval have been received
and it is otherwise appropriate.
By Order of the Board of Trustees,
/s/Robert G. Zack
Robert G. Zack, Secretary
April 11, 2005
John V. Murphy
President & OppenheimerFunds Logo
Chief Executive Officer OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street
New York, NY 10281-1008
www.oppenheimerfunds.com
April 15, 2005
Dear Oppenheimer Senior Floating Rate Fund Shareholder,
We have scheduled a shareholder meeting on May 26, 2005 for you to decide upon an important
proposal for the Fund. Your ballot card and a detailed statement are enclosed with this
letter.
Your Board of Trustees believes the matter being proposed for approval is in the best
interests of the Fund and its shareholders and recommends a vote "for" the election of
Trustees. Regardless of the number of shares you own, it is important that your shares be
represented and voted. So we urge you to consider this issue carefully and make your vote
count.
How do you vote?
To cast your vote, simply mark, sign and date the enclosed proxy ballot and return it in
the postage-paid envelope today. You also may vote by telephone or Internet by following
the instructions on the proxy ballot. Using a touch-tone telephone or the Internet to cast
your vote saves you time and helps reduce the Fund's expenses. If you vote by phone or
Internet, you do not need to mail the proxy ballot.
Remember, it can be expensive for the Fund--and ultimately for you as a shareholder--to
remail ballots if not enough responses are received to conduct the meeting. If your vote
is not received before the scheduled meeting, you may receive a telephone call asking you
to vote.
What is the issue?
o Election of Trustees. You are being asked to consider and approve the election of
ten Trustees. You will find detailed information on the Trustees in the enclosed proxy
statement
Please read the enclosed proxy statement for complete details on this proposal. Of course,
if you have any questions, please contact your financial advisor, or call us at
1.800.708.7780. As always, we appreciate your confidence in OppenheimerFunds and look
forward to serving you for many years to come.
Sincerely,
John V. Murphy signature
Enclosures
XP0291.002.0405