2
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant(s) / X /
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ X / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OFI TREMONT CORE STRATEGIES HEDGE FUND
OFI TREMONT MARKET NEUTRAL HEDGE FUND
OPPENHEIMER INTERNATIONAL LARGE-CAP CORE TRUST
OPPENHEIMER INTERNATIONAL VALUE TRUST
OPPENHEIMER LIMITED TERM CALIFORNIA MUNICIPAL FUND
OPPENHEIMER PORTFOLIO SERIES
OPPENHEIMER REAL ESTATE FUND
OPPENHEIMER SELECT VALUE FUND
OPPENHEIMER TREMONT MARKET NEUTRAL FUND, LLC
OPPENHEIMER TREMONT OPPORTUNITY FUND
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(Name of Registrant(s) as Specified in Its Charter)
SAME AS ABOVE
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ X / No Fee Requred
/ / Fee Computed on table below per Exchange Act Rules 14a
-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing Party:
(4) Date Filed:
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1
57
OFI TREMONT CORE STRATEGIES HEDGE FUND
OFI TREMONT MARKET NEUTRAL HEDGE FUND
OPPENHEIMER INTERNATIONAL LARGE-CAP CORE TRUST on behalf of
-Oppenheimer International Large-Cap Core Fund
OPPENHEIMER INTERNATIONAL VALUE TRUST on behalf of
-Oppenheimer International Value Fund
OPPENHEIMER LIMITED TERM CALIFORNIA MUNICIPAL FUND
OPPENHEIMER PORTFOLIO SERIES on behalf of
-Oppenheimer Active Allocation Fund
-Oppenheimer Aggressive Investor Fund
-Oppenheimer Conservative Investor Fund
-Oppenheimer Moderate Investor Fund
OPPENHEIMER REAL ESTATE FUND
OPPENHEIMER SELECT VALUE FUND
OPPENHEIMER TREMONT MARKET NEUTRAL FUND, LLC
OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD September 26, 2005
The Oppenheimer funds listed above (each a "Fund" and collectively the
"Funds") will host a joint Special Meeting of shareholders and members
(collectively, "shareholders") on September 26, 2005 at 1:00 p.m., Mountain
Time, as may be adjourned from time-to-time. The Special Meeting will be held
at the Funds' offices located at 6803 South Tucson Way, Centennial, Colorado
80112. At the Special Meeting, shareholders will be asked to vote on the
following:
1. A proposal to elect eleven Trustees
2. Proposals to change or eliminate certain fundamental investment
policies.
Any shareholder who owned shares of a Fund at the close of business on
June 29, 2005 (the "Record Date") will receive notice of the Meeting and will be
entitled to vote at the Meeting or any adjournment or postponement of the
Meeting. Please read the full text of the enclosed Proxy Statement for a
complete understanding of the proposals.
YOU CAN VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL.
WE URGE YOU TO VOTE PROMPTLY.
YOUR VOTE IS IMPORTANT.
PLEASE HELP YOUR FUND AVOID THE EXPENSES OF ADDITIONAL SOLICITATIONS BY VOTING
TODAY
Dated: July 28, 2005
By Order of the Board of Trustees/Members
Robert G. Zack, Secretary
OFI TREMONT CORE STRATEGIES HEDGE FUND
OFI TREMONT MARKET NEUTRAL HEDGE FUND
OPPENHEIMER INTERNATIONAL LARGE-CAP CORE TRUST on behalf of
-Oppenheimer International Large-Cap Core Fund
OPPENHEIMER INTERNATIONAL VALUE TRUST on behalf of
-Oppenheimer International Value Fund
OPPENHEIMER LIMITED TERM CALIFORNIA MUNICIPAL FUND
OPPENHEIMER PORTFOLIO SERIES on behalf of
-Oppenheimer Active Allocation Fund
-Oppenheimer Aggressive Investor Fund
-Oppenheimer Conservative Investor Fund
-Oppenheimer Moderate Investor Fund
OPPENHEIMER REAL ESTATE FUND
OPPENHEIMER SELECT VALUE FUND
OPPENHEIMER TREMONT MARKET NEUTRAL FUND, LLC
OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC
JOINT SPECIAL MEETING OF SHAREHOLDERS
September 26, 2005
This is a Proxy Statement for the above listed Oppenheimer funds (each a
"Fund" and collectively the "Funds"). The Board of Trustees or Board of Managers
("Board") of the Funds is soliciting proxies for a joint Special Meeting of
shareholders and members (collectively "shareholders") of each Fund to approve
proposals that have already been approved by the Board. (The Board of Trustees
and Board of Managers are the same board. For purposes of this Proxy Statement,
a member of the Board is referred to as a "Trustee" and collectively referred to
as the "Trustees".)
The Board has sent you this Proxy Statement to ask for your vote on
several proposals affecting your Fund. The Funds will hold a Special Meeting of
Shareholders on September 26, 2005 at 1:00 p.m. Mountain Time, as may be
adjourned from time to time. The Special Meeting will be held at the Funds'
offices located at 6803 South Tucson Way, Centennial, Colorado 80112 in order to
consider the proposals described in this Proxy Statement.
Any shareholder who owned shares of a Fund on June 29, 2005 (the "Record
Date") will receive notice of the Meeting and will be entitled to vote at the
meeting or any adjournment or postponement of the meeting. Shareholders are
entitled to cast one vote for each full share and fractional vote for each
fractional share they own on the Record Date.
You should read the entire Proxy Statement before voting. Depending on the Fund
for which you are a shareholder, please call the following number if any
questions:
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If you are a shareholder in: Please call 1-800-225-5677
(1-800-CALL-OPP) if you have
International Large-Cap Core Fund any questions.
International Value Fund
Limited Term California Municipal Fund
Portfolio Series-Active Allocation Fund
Portfolio Series-Aggressive Investor Fund
Portfolio Series-Conservative Investor Fund
Portfolio Series-Moderate Investor Fund
Real Estate Fund
Select Value Fund
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If you are a shareholder in: Please call 1-866-634-6220 if
you have any questions.
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
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If you are a shareholder in: Please call 1-800-858-9826 if
you have any questions.
Tremont Market Neutral Fund, LLC
Tremont Opportunity Fund, LLC
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The Funds expect to mail the Notice of Special Meeting, this Proxy
Statement and proxy ballot to shareholders on or about July 28, 2005.
The Funds are required by federal law to file reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
The SEC maintains a website that contains information about the Funds
(www.sec.gov). You can inspect and copy the proxy material, reports and other
information at the public reference facilities of the SEC, 450 Fifth Street,
N.W., Washington, D.C. 20549. You can also obtain copies of these materials
from the Public Reference Branch, Office of Consumer Affairs and Information
Services of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
The Annual Report to Shareholders of each Fund (if available), including
financial statements of the Fund, has previously been sent to shareholders.
Upon request, each Fund's most recent annual and subsequent semi-annual report
(when available) is available at no cost.
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If you are a shareholder in: To request a report, please
call 1-800-225-5677
International Large-Cap Core Fund (1-800-CALL-OPP) or write to
International Value Fund [Fund Name] at
Limited Term California Municipal Fund OppenheimerFunds Services,
Portfolio Series-Active Allocation Fund P.O. Box 5270, Denver,
Portfolio Series-Aggressive Investor Fund Colorado 80217-5270.
Portfolio Series-Conservative Investor Fund
Portfolio Series-Moderate Investor Fund
Real Estate Fund
Select Value Fund
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If you are a shareholder in: To request a report, please
call 1-866-634-6220; or write
OFI Tremont Core Strategies Hedge Fund to [Fund Name] at, 6803 South
OFI Tremont Market Neutral Hedge Fund Tucson Way, Centennial,
Colorado 80112.
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If you are a shareholder in: To request a report, please
call 1-800-858-9826 or write
Tremont Market Neutral Fund, LLC to [Fund Name] at: P.O. Box
Tremont Opportunity Fund, LLC 5270, Denver, Colorado
80217-5270.
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QUESTIONS AND ANSWERS:
What proposals am I being asked to vote on?
You are being asked to vote on the following proposals:
PROPOSAL 1: To elect eleven Trustees for the Funds.
For the election of Trustees, shareholders of Oppenheimer Portfolio Series
(Active Allocation Fund, Aggressive Investor Fund, Conservative Investor Fund
and Moderate Investor Fund) will vote together. Shareholders of all other Funds
will vote separately.
PROPOSAL 2: To approve changes in or elimination of, certain fundamental
investment policies.
The following table identifies each sub-proposal in Proposal 2 and shows
which proposals apply to your Fund(s). Shareholders of each Fund will vote
separately on each sub-proposal in Proposal 2 as indicated below.
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Name of Oppenheimer 2a 2b 2c 2d 2e 2f
Fund BorrowinConcentratInvestingLendingReal Senior
of in Estate Securities
InvestmentOther and
Investment Commodities
Companies
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International X X X
Large-Cap Core Fund
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International Value X X X
Fund
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Limited Term X X X X
California Municipal
Fund
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Real Estate Fund X X X X X X
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Select Value Fund X X
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OFI Tremont Market X X X X
Neutral Hedge Fund
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OFI Tremont Core X X X X
Strategies Hedge Fund
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Tremont Opportunity X X X X
Fund, LLC
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Tremont Market Neutral X X X X
Fund, LLC
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Has my Fund's Board approved the Proposals?
Yes. The Board unanimously approved these proposals and recommends that
you vote to approve each proposal.
Why am I being asked to elect eleven Trustees?
The Funds' Board is currently comprised of five Trustees, three of whom
(or 60%) are not "interested persons" of the Funds (as that term is defined in
the Investment Company Act of 1940) ("Independent Trustees"). The Securities
and Exchange Commission ("SEC") recently adopted a new rule requiring that the
Funds' Board be comprised of at least 75% Independent Trustees. Additionally,
Section 16(a) of the Investment Company Act requires that at least a majority of
the Trustees be elected by the shareholders. In addition, new Trustees cannot
be appointed by the existing Trustees to fill vacancies created by retirements,
resignations or an expansion of the Board unless, after those appointments, at
least 66.67% of the Trustees have been elected by shareholders. Therefore, in
order to change the composition of the Board members to satisfy both the new 75%
independence rule and the existing requirement that 66.67% of the Trustees be
elected by the shareholders, a shareholder vote is necessary to elect Trustees.
Finally, the election of all the Trustees by shareholders will facilitate the
appointment by the Board of future Trustees if that becomes necessary.
In considering how best to satisfy these regulatory requirements and for
the reasons outlined below, on June 9, 2005, the Funds' Board approved the
nomination of eight members from another board of trustees/directors of 24 other
Oppenheimer funds (the board of those 24 other funds is hereinafter referred to
as "Board I"), along with three current members of the Funds' Board (Mr. Joseph
M. Wikler, Mr. Peter I. Wold and Mr. John V. Murphy) to serve as Trustees for
the Funds and to form a single, new common board ("Combined Board") to oversee
the Funds in this Proxy Statement. Two current members of the Funds' Board, Mr.
Eustis Walcott and Mr. Ronald J. Abdow, are not standing for election to the
Combined Board. Mr. Murphy currently serves as a Trustee on both the Funds'
Board and for the 24 other funds overseen by Board I.
This means that your Fund will be overseen by the Combined Board, which
would increase the number of trustees on your Fund's Board from five to eleven
members. The Combined Board then would oversee the 13 Funds included in this
proxy statement and 24 other Oppenheimer funds. In this regard, a separate
proxy statement has been sent to the shareholders of those other Oppenheimer
funds asking the shareholders of those funds to approve the same eleven nominees
to serve as trustees for those funds.
Due to the increased complexity and regulatory requirements and responsibilities
imposed on trustees of registered investment companies, the Funds' Board
believes it is appropriate to increase the number of Board members overseeing
the Funds. The Board I trustees currently oversee 24 funds compared to 14 funds
overseen by the Funds' Board (one of which is not included in this proxy
statement). Therefore, the Board I trustees receive a higher overall rate of
annual compensation than the Trustees of the Funds' Board. Each Trustee on the
Combined Board also is expected to receive the higher overall rate of
compensation.
As a result of the increase in membership and compensation of the Combined
Board, each Fund's respective share of the Trustees' aggregate compensation and
expenses normally might be expected to increase. However, following the
consolidation of the Funds' Board and Board I into the Combined Board, the
Trustees' compensation and expenses will be allocated among 38 Funds (rather
than the 14 Funds overseen by the current Board) and among a significantly
larger amount of combined assets (approximately $39.9 billion in combined assets
among the 38 Funds compared to approximately $676.8 million among the 14
Funds). As a result, because the pro rata share of compensation and expenses
paid by each Fund is to a large extent, reflective of each Fund's average net
assets as a percentage of the aggregate average net assets of all of the Funds
overseen by the Board and despite the higher overall compensation level to be
received by each Trustee on the Combined Board, each Fund's proportionate share
of compensation and expenses is expected to decrease following the consolidation
of the two Boards into the Combined Board. The expected decrease in the
proportionate shares of Trustee compensation and expenses paid by each Fund is
based on current levels of Trustee compensation and expenses. The Trustees are
entitled to establish their own level of compensation and expenses and,
therefore, the compensation and expenses could increase in the future.
In addition to the expected cost savings to each Fund, the Board
considered the following items, among others, in approving the consolidation of
the two boards and recommending to shareholders the election of the eleven
Nominees:
o the knowledge and background of the Nominees will strengthen the Board
through the addition of experienced and capable Trustees, which will
benefit the Funds and their shareholders through enhanced governance
and oversight of the Funds;
o representations from the Manager that the formation of, and the
consolidation of the Funds' Board and Board I into the Combined Board
would benefit the Funds because it would improve oversight by (i)
providing the Manager with administrative efficiencies by reducing
certain duplication of expenses and management responsibilities and
duties related to multiple boards and (ii) enhancing the Combined
Board's access to management and resources; and
o the increase in the number of funds to be overseen by the Combined Board
will improve Board oversight by giving the Trustees the opportunity to
become more familiar with more aspects of Fund and complex-wide
operations and provide each Trustee experience in handling a larger
variety of mutual fund issues.
Why is the Board recommending changes to or elimination of, certain
investment policies for the Funds, and why must the changes be submitted to
shareholders?
In some cases the changes to or elimination of, a policy is in response to
changes in regulatory requirements since the Funds implemented their current
policies. Changes are also being recommended in an effort to modernize the
policies, provide the Funds additional flexibility, and/or achieve consistency
among the Funds and other funds in the Oppenheimer family of funds. The Proxy
Statement explains each of the proposed changes to or addition or elimination
of, a policy. Shareholders are only being asked to approve the changes in
investment policies that are "fundamental" and that apply to their respective
Fund(s). A "fundamental" investment policy can be changed only with the
approval of shareholders.
Will the proposed changes in the fundamental investment policies change
the investment objective or operations of my Fund?
No. Each Fund will continue to be managed according to its current
investment objective. Although the proposed changes in the fundamental
investment policies will allow the Funds greater flexibility to respond to
future investment opportunities, the Board does not anticipate that the changes,
individually or in the aggregate, will result in a material change in the level
of investment risk associated with investment in any Fund or the manner in which
any Fund is managed at the present time. In addition, the Board does not
anticipate that the proposed changes will materially affect the manner in which
the Funds are managed. In the future, if the Board determines to change
materially the manner in which any Fund is managed, that Fund's prospectus will
be amended to reflect such a change.
When will the Shareholder Meeting be held?
The Meeting will be held on September 26, 2005, unless it is adjourned.
How do I vote my shares?
You can vote your shares by completing and signing the enclosed proxy
ballot(s), and mailing the proxy ballot(s) in the enclosed postage paid
envelope. You also may vote your shares by telephone or via the internet by
following the instructions on the attached proxy ballot(s) and accompanying
materials.
If you need assistance, or have any questions regarding the proposals or how to
vote your shares, depending on the Fund for which you are a shareholder, please
call the following number if any questions:
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If you are a shareholder in: Please call 1-800-225-5677
(1-800-CALL-OPP) if you have
International Large-Cap Core Fund any questions.
International Value Fund
Limited Term California Municipal Fund
Portfolio Series-Active Allocation Fund
Portfolio Series-Aggressive Investor Fund
Portfolio Series-Conservative Investor Fund
Portfolio Series-Moderate Investor Fund
Real Estate Fund
Select Value Fund
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If you are a shareholder in: Please call 1-866-634-6220 if
you have any questions.
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
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---------------------------------------------------------------------------
If you are a shareholder in: Please call 1-800-858-9826 if
you have any questions.
Tremont Market Neutral Fund, LLC
Tremont Opportunity Fund, LLC
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PROPOSAL 1
ELECTION OF TRUSTEES
At the Meeting, eleven (11) Nominees are to be elected as Trustees. If
elected, the Trustees will serve indefinite terms until their respective
successors are duly elected and qualified. The persons named as
attorneys-in-fact in the enclosed proxy have advised the Funds 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 the nominees named further below as Trustees of the
Funds. Persons nominated as Trustees must receive a plurality of the votes
cast, which means that the eleven (11) nominees receiving the highest number of
affirmative votes for each Fund cast at the Meeting will be elected.
The Funds are not required, and do 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 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. Each of the
nominees has consented to be named as such in this Proxy Statement and to serve
as Trustee if elected.
Although the Funds will not normally hold annual meetings of their
shareholders, they may hold shareholder meetings from time to time on important
matters. Shareholders also have the right to call a meeting to remove a Trustee
or to take other action as described in the Funds' organizing documents. Also,
if at any time, less than a majority of the Trustees holding office has been
elected by the shareholders of a Fund, the Trustees then in office will promptly
call a shareholders' meeting for the purpose of electing Trustees to that Fund.
Except for Mr. Murphy, each Nominee is an Independent Trustee. Mr. Murphy
is an "interested person" of the Funds, because he is affiliated with the
Manager by virtue of his positions as an officer and director of the Manager,
and as a shareholder of its parent company.
The Nominees and the Funds' officers (including the portfolio managers),
their positions with the Funds and length of service in such positions as well
as their principal occupations and business affiliations during the past five
years are listed below. The address of each Trustee in the chart below is 6803
S. Tucson Way, Centennial, CO 80112-3924. Each Trustee will serve for an
indefinite term, until his or her resignation, retirement, death or removal.
What Factors Did The Board Consider In Selecting The Nominees?
The Audit Committee of the Funds serves as the nominating committee for
the Funds' Board. The members of the Audit Committee, each of whom is an
Independent Trustee, recommended and nominated each Nominee listed below to the
Board. After due consideration, the Board recommended to shareholders the
election of those Nominees. In making the recommendation, the Board and its
Nominating Committee took into consideration a number of factors, including the
knowledge, background, and experience of each of the Nominees. In addition, the
Board and the Nominating Committee considered the benefits of combining their
expertise for purposes of overseeing the Funds from a complex-wide perspective;
the benefits of bringing the collective knowledge and experience of the Combined
Board to bear on compliance and governance issues; and the broader regulatory
perspective of the larger Combined Board.
The Board and its Nominating Committee also considered representations
from the Manager concerning additional benefits of consolidating the two boards,
including: improved efficiency of operations with one fewer Board; enhanced
oversight of service providers; and the reduction and standardization of
multiple policies and procedures. Additionally, the Manager expects
administrative efficiencies in fund governance and other cost-savings to be
realized from the Board consolidation, because multiple boards have resulted in
duplication of expenses and management time in connection with board-related
tasks or matters.
The Board I trustees oversee 24 funds compared to the 14 funds overseen by
the Funds' Board. As a result, the Board I trustees receive a higher overall
rate of annual compensation than the Trustees of the Funds' Board. Each Trustee
on the Combined Board also is expected to receive the higher overall rate of
compensation. Although the increase in compensation and the increase in the
number of Trustees typically might be expected to result in an increase in the
aggregate Trustee salaries and expenses paid by the Funds, in this situation,
each Fund's proportionate share of Trustee compensation and expenses is expected
to decrease. The expected decrease in compensation and expenses to be paid by
each Fund is expected to be realized because following the consolidation of the
Funds' Board and Board I into the Combined Board, the Trustees' compensation and
expenses will be allocated among 38 Funds (rather than the 14 Funds overseen by
the current Board) and among a significantly larger amount of combined assets
(approximately $39.9 billion in combined assets among the 38 Funds compared to
approximately $676.8 million among the 14 Funds overseen by the current
Board). As a result, because the pro rata share of compensation and expenses
paid by each Fund is to a large, extent, reflective of each Fund's average net
assets as a percentage of the aggregate average net assets of all of the Funds
overseen by the Board, each Fund's proportionate share of compensation and
expenses is expected to decrease following the consolidation of the two Boards
into the Combined Board. The expected decrease in the proportionate shares of
Trustee compensation and expenses paid by each Fund is based on current levels
of compensation and expenses of Board I. The Trustees are entitled to establish
their own level of compensation and expenses and, therefore, the compensation
and expenses could increase in the future.
Nominees for Independent Trustees
..
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Name, Principal Occupation(s) During Past 5 Years;
Position(s) Held with Other Trusteeships/Directorships Held by Trustee;
Funds, Number of Portfolios in Fund Complex Overseen by
Length of Service, Trustee if elected at the Meeting
Age
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Clayton K. Yeutter, Independent Chairman of Board I and Trustee of
None Board I since 1991. Of Counsel (since 1993),
Age: 74 Hogan & Hartson (a law firm). Other directorships:
Danielson Holding Corp. (since 2002); formerly a
director of Weyerhaeuser Corp. (1999-2004),
Caterpillar, Inc. (1993-December 2002), ConAgra
Foods (1993-2001), FMC (1993-2001) and Texas
Instruments (1993-2001). If elected at the meeting
Trustee would oversee 37 portfolios in the
OppenheimerFunds complex.
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Matthew P. Fink, Trustee of Board I since 2005. Trustee (since
None 2005) of the Committee for Economic Development
Age: 64 Director (a policy research foundation); Director
(since October 1991) of ICI Education Foundation.
Formerly President of the Investment Company
Institute (October 1991-October 2004), Director of
ICI Mutual Insurance Company (October 1991-June
2004). If elected at the meeting, Trustee would
oversee 37 portfolios in the OppenheimerFunds
complex.
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Robert G. Galli, Trustee of Board I since 1993. Trustee or director
None of other Oppenheimer funds. If elected at the
Age: 71 meeting, Trustee would oversee 48 portfolios in
the OppenheimerFunds complex.
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Phillip A. Griffiths, Trustee of Board I since 1999. A director (since
None 1991) of the Institute for Advanced Study,
Age: 66 Princeton, N.J., a director (since 2001) of GSI
Lumonics, a trustee (since 1983) of Woodward
Academy, a Senior Advisor (since 2001) of The
Andrew W. Mellon Foundation. A member of: the
National Academy of Sciences (since 1979),
American Academy of Arts and Sciences (since
1995), American Philosophical Society (since 1996)
and Council on Foreign Relations (since 2002).
Formerly a director of Bankers Trust New York
Corporation (1994-1999). If elected at the
meeting, Trustee would oversee 37portfolios in the
OppenheimerFunds complex.
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Mary F. Miller, Trustee of Board I since 2004. Trustee (since
None October 1998) of the American Symphony Orchestra
Age: 62 (not-for-profit performing arts). Formerly a
Senior Vice President and General Auditor of
American Express Company (financial services)
(July 1998-February 2003). If elected at the
meeting, Trustee would oversee 37portfolios in the
OppenheimerFunds complex.
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Joel W. Motley, Trustee of Board I since 2002. Director (since
None 2002) Columbia Equity Financial Corp.
Age: 53 (privately-held financial adviser); Managing
Director (since 2002) Carmona Motley, Inc.
(privately-held financial adviser); Formerly he
held the following positions: Managing Director
(January 1998-December 2001), Carmona Motley
Hoffman Inc. (privately-held financial adviser);
Managing Director (January 1992-December 1997),
Carmona Motley & Co. (privately-held financial
adviser). If elected at the meeting, Trustee would
oversee 37portfolios in the OppenheimerFunds
complex.
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Kenneth A. Randall Trustee of Board I since 1988. A director of
None Dominion Resources, Inc. (electric utility holding
Age: 78 company); formerly a director of Prime Retail,
Inc. (real estate investment trust) and Dominion
Energy, Inc. (electric power and oil & gas
producer), President and Chief Executive Officer
of The Conference Board, Inc. (international
economic and business research) and a director of
Lumbermens Mutual Casualty Company, American
Motorists Insurance Company and American
Manufacturers Mutual Insurance Company. If elected
at the meeting, Trustee would Oversee 37portfolios
in the OppenheimerFunds complex.
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Russell S. Reynolds, Trustee of Board I since 1999. Chairman (since
Jr., 1993) of The Directorship Search Group, Inc.
None (corporate governance consulting and executive
Age: 73 recruiting); a life trustee of International House
(non-profit educational organization), and a
trustee (since 1996) of the Greenwich Historical
Society. If elected at the meeting, Trustee would
oversee 37portfolios in the OppenheimerFunds
complex.
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Joseph M. Wikler, Trustee of the Funds' Board since their
Trustee Since 2002 organizations. A director (since 1996) of Lakes
Age: 64 Environmental Association, and Medintec (since
1992) and Cathco (since 1995) (medical device
companies); a member of investment committee of
the Associated Jewish Charities of Baltimore
(since 1994); formerly a director of
Fortis/Hartford mutual funds (1994-2001). If
elected at the meeting and at a separate
shareholder meeting of the Board I funds, Trustee
would oversee 38 portfolios in the
OppenheimerFunds complex.
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Peter I. Wold Independent Chairman (since 2004) and Trustee of
Trustee Since 2002 the Funds' Board since their organizations.
Age : 57 President of Wold Oil Properties, Inc. (an oil and
gas exploration and production company); Vice
President, Secretary and Treasurer of Wold Trona
Company, Inc. (soda ash processing and
production); Vice President of Wold Talc Company,
Inc. (talc mining); Managing Member,
Hole-in-the-Wall Ranch (cattle ranching); formerly
Director and Chairman of the Board, Denver Branch
of the Federal Reserve Bank of Kansas City
(1993-1999) and Director of PacifiCorp.
(1995-1999), an electric utility. If elected at
the meeting and at a separate shareholder meeting
of the Board I funds, Trustee would oversee 38
portfolios in the OppenheimerFunds complex.
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Nominee for Interested Trustee
The address of Mr. Murphy in the chart below is Two World Financial
Center, 225 Liberty Street, New York, NY 10281-1008. Mr. Murphy will serve for
an indefinite term, until his resignation, retirement, death or removal.
----------------------------------------------------------------------------
Name, Principal Occupation(s) During Past 5 Years;
Position(s) Held with Other Trusteeships/Directorships Held by Trustee;
Fund, Number of Portfolios in Fund Complex Currently
Length of Service Overseen by Trustee
Age
----------------------------------------------------------------------------
----------------------------------------------------------------------------
John V. Murphy, Chairman, Chief Executive Officer and director
President and (since June 2001) and President (since September
Trustee since 2001 2000) of the Manager; President and a director or
Age: 56 trustee of other Oppenheimer funds; President and a
director (since July 2001) of Oppenheimer
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
investment advisory subsidiaries of the Manager:
OFI Institutional Asset Management, Inc. and
Centennial Asset Management Corporation (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.; a director
(since November 2001) of Trinity Investment
Management Corp. and Tremont Advisers, Inc.
(investment advisory affiliates of the Manager);
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 David L. Babson &
Company, Inc.); 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
Institutional 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. Oversees 66 portfolios as Trustee/Director
and serves as an officer for 83 portfolios in the
OppenheimerFunds complex.
----------------------------------------------------------------------------
One of the nominees, Russell S. Reynolds, Jr., has reported he has a
controlling interest in The Directorship Group, Inc. ("The Directorship Search
Group"), a director recruiting firm that provided consulting services to
Massachusetts Mutual Life Insurance Company (which controls the Manager) for
fees of $137,500 for the calendar year ended December 31, 2002. Mr. Reynolds
reported that The Directorship Search Group did not provide consulting services
to Massachusetts Mutual Life Insurance Company during the calendar years ended
December 31, 2003 or December 31, 2004.
The Independent Trustees of Board I have unanimously (except for Mr.
Reynolds, who abstained) determined that the consulting arrangements between The
Directorship Search Group and Massachusetts Mutual Life Insurance Company were
not material business or professional relationships that would compromise Mr.
Reynolds' status as an Independent Trustee. Nonetheless, to assure certainty as
to determinations of Board I (and the Combined Board) and the Independent
Trustees as to matters upon which the Investment Company Act or the rules
thereunder require approval by a majority of Independent Trustees, Mr. Reynolds
will not, prior to January 1, 2006, be counted for purposes of determining
whether a quorum of Independent Trustees was present or whether a majority of
Independent Trustees approved the matter.
The dollar ranges of securities beneficially owned by the Independent
Trustees in the Funds and in the Oppenheimer family of funds as of December 31,
2004 (as of March 31, 2005 for Mr. Fink and June 30, 2005 for Mr. Wikler) are as
follows:
----------------------------------------------------------------------------
Name of Dollar Range of Equity Securities Owned Aggregate Dollar
Independent in the Funds Range of Equity
Trustee Securities in All
Funds Overseen or
to be overseen by
Trustee or Nominee
in Oppenheimer
Family of
Investment Companies
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Fink None Over $100,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Galli None Over $100,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. None Over $100,000
Griffiths
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Ms. Miller None None
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Motley None Over $100,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Randall None Over $100,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Reynolds None Over $100,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Wikler Real Estate Fund - $10,001-$50,000 Over$100,000
Select Value Fund - $10,001 - $50,000
International Value Fund -
$10,001-$50,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Wold Real Estate Fund - Over $100,000 Over $100,000
Select Value Fund - $50,001-$100,000
Tremont Market Neutral Fund, LLC - Over
$100,000
Tremont Opportunity Fund, LLC - Over
$100,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Yeutter None Over $100,000
----------------------------------------------------------------------------
General Information Regarding the Combined Board
If shareholders approve the election of the Nominees as Trustees, the
Funds will be governed by the Combined Board. The Funds' current Board is, and
the Combined Board will be, responsible for protecting the interests of
shareholders. The Trustees meet periodically throughout the year to oversee the
Funds' activities, review their performance and review the actions of the
Manager (and Sub-advisor if applicable) which is responsible for the Funds'
day-to-day operations. Eight meetings of Board I and four meetings of the
Funds' current Board were held during the calendar year ended December 31, 2004.
Each Trustee nominee was present for at least 75% of the aggregate number of
meetings and all committees on which that Trustee served that were held during
the period.
Committees of the Board of Trustees
The Funds' current Board has one standing committee: an Audit Committee.
Following approval of the Trustee Nominees, it is anticipated that the Combined
Board with establish at least four standing committees: an Audit Committee, a
Regulatory & Oversight Committee, a Governance Committee, and a Proxy Committee,
under a charter identical to that of the corresponding Board I committee.
The Audit Committee is comprised solely of Independent Trustees. Messrs.
Wikler (Chairman) and Wold are members of the Board's Audit Committee. The
members of the Board I Audit Committee are Mr. Motley (Chairman), Mr. Randall
and Ms. Miller. The Board's Audit Committee held four meetings during the
calendar year ended December 31, 2004 and the Audit Committee of Board I held
six meetings during the calendar year ended December 31, 2004. The Combined
Board will select the members of its Audit Committee which will provide the
Combined Board with recommendations regarding the selection of the Funds'
independent registered public accounting firm. The Audit Committee will also
review the scope and results of audits and the audit fees charged, review
reports from the Funds' independent registered public accounting firm concerning
the Funds' internal accounting procedures and controls, and reviews reports of
the Manager's internal auditor, among other duties as set forth in the
Committee's charter.
The Funds' Audit Committee reviewed and discussed the audited financial
statements with management and the independent auditors, discussed matters
required to be discussed with the independent auditors, received the required
written disclosures and letter from the independent auditors, discussed the
independence of the auditors with the independent auditors and based on these
discussions and review recommended to the Board of Trustees that the audited
financial statements be included in each Fund's annual report for the Fund's
most recently completed fiscal year in which an annual report was sent to
shareholders. The Funds have adopted an Audit Committee Charter. A copy of the
charter is attached as Appendix A to this Proxy Statement.
The members of the Regulatory & Oversight Committee of Board I are Mr.
Galli (Chairman), Mr. Motley and Mr. Griffiths. The Regulatory & Oversight
Committee of Board I held six meetings during the calendar year ended December
31, 2004. The Combined Board will select members of the Combined Board's
Regulatory & Oversight Committee. The Regulatory & Oversight Committee will
evaluate and report to the Combined Board on the Funds' contractual
arrangements, including the investment advisory and distribution agreements,
transfer and shareholder service agreements and custodian agreements as well as
the policies and procedures adopted by the Funds to comply with the Investment
Company Act and other applicable laws, among other duties as set forth in the
Committee's charter.
The members of the Proxy Committee of Board I are Mr. Reynolds (Chairman),
Mr. Fink and Ms. Miller. The Proxy Committee of Board I held one meeting during
the calendar year ended December 31, 2004. The Proxy Committee will provide the
Combined Board with recommendations for proxy voting and will monitor proxy
voting by the Funds.
The Governance Committee of Board I is comprised solely of Independent
Trustees. The members of the Governance Committee are Mr. Griffiths (Chairman),
Mr. Reynolds and Mr. Randall. The Governance Committee of Board I held six
meetings during the calendar year ended December 31, 2004. The Combined Board
will select members of the Combined Board's Governance Committee. The
Governance Committee will review the Funds' governance guidelines, the adequacy
of the Funds' Codes of Ethics, and will develop qualification criteria for
Combined Board members consistent with the Funds' governance guidelines, among
other duties set forth in the Committee's charter. The Governance Committee of
Board I, and the Audit Committee of the Board have served as the nominating
committees of their respective Boards. It is anticipated that the Governance
Committee of the Combined Board will serve as a nominating committee for the
Combined Board. It will review and recommend nominees to the Combined Board.
The Committee will be comprised entirely of Independent Trustees. The Combined
Board is not expected to have a standing compensation committee. At an
organizational meeting of the Combined Board, that Board will adopt a written
charter for the Governance Committee that will, among other things, describe the
responsibilities of the Governance Committee of the Combined Board for
nominating candidates for election as Independent Trustees of the Funds. A copy
of that Governance Committee charter will then be made available to shareholders
on the OppenheimerFunds website at www.oppenheimerfunds.com.
------------------------
Under the current policy of each of the existing Board and Board I, if the
Board determines that a vacancy exists or is likely to exist on the Board, the
Committee that serves as the nominating committee will consider candidates for
Board membership including those recommended by the Funds' shareholders. That
committee will consider nominees recommended by Independent Board members or
recommended by any other Board members including board members affiliated with
the Funds' investment advisors. The Committee may, upon Board approval, retain
an executive search firm to assist in screening potential candidates. Upon
Board approval, the Committee may also use the services of legal, financial, or
other external counsel that it deems necessary or desirable in the screening
process. Shareholders wishing to submit a nominee for election to the Board may
do so by mailing their submission to the offices of OppenheimerFunds, Inc., Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, NY 10281-1008,
to the attention of the Board of Trustees of [name of Fund], c/o the Secretary
of the Fund.
Submissions should, at a minimum, be accompanied by the following: (1)
the name, address, and business, educational, and/or other pertinent background
of the person being recommended; (2) a statement concerning whether the person
is an "interested person" as defined in the Investment Company Act; (3) any
other information that the Fund would be required to include in a proxy
statement concerning the person if he or she was nominated; and (4) the name and
address of the person submitting the recommendation and, if that person is a
shareholder, the period for which that person held Fund shares. Shareholders
should note that a person who owns securities issued by Massachusetts Mutual
Life Insurance Company (the parent company of the Manager) would be deemed an
"interested person" under the Investment Company Act. In addition, certain other
relationships with Massachusetts Mutual Life Insurance Company or its
subsidiaries, with registered broker-dealers, or with the Funds' outside legal
counsel may cause a person to be deemed an "interested person."
The applicable Committee has not established specific qualifications that
it believes must be met by a trustee nominee. In evaluating trustee nominees,
that Committee considers, among other things, an individual's background,
skills, and experience; whether the individual is an "interested person" as
defined in the Investment Company Act of 1940; and whether the individual would
be deemed an "audit committee financial expert" within the meaning of applicable
SEC rules. The Committee also considers whether the individual's background,
skills, and experience will complement the background, skills, and experience of
other nominees and will contribute to the Board. There are no differences in
the manner in which the Committee evaluates nominees for trustees based on
whether the nominee is recommended by a shareholder. Candidates are expected to
provide a mix of attributes, experience, perspective and skills necessary to
effectively advance the interests of shareholders.
Compensation of Trustees
The Combined Board's Independent Trustees receive compensation for service
as a Trustee and as a Committee member (if applicable) and are reimbursed for
expenses incurred in connection with attending such Board and Committee
meetings. Each Fund for which an Independent Trustee serves as a trustee pays a
share of these expenses.
The officers of the Funds and one Trustee (Mr. Murphy), who are affiliated
with the Manager, receive no salary or fee from the Funds. The total
compensation from all the Oppenheimer funds represents compensation received for
serving as a director, trustee or member of a committee (if applicable) of the
Board of those funds during the calendar year 2004.
---------------------------------------------------------------------
Independent Trustee Aggregate Estimated Total
Annual Compensation
Retirement From All
Benefits Oppenheimer
to be Paid Funds For Which
Name and Other Board Compensation Upon Individual
Position(s) From the Retirement(1) Serves As
(as applicable) Funds Trustee/Director
---------------------------------------------------------------------
---------------------------------------------------------------------
Clayton K. Yeutter None $78,699 $173,700
Chairman of the Board
of
Board I
---------------------------------------------------------------------
---------------------------------------------------------------------
Matthew Fink None None(4) None(4)
Board I Proxy Committee
---------------------------------------------------------------------
---------------------------------------------------------------------
Robert G. Galli None $53,808 $237,312(2)
Board I Regulatory &
Oversight Committee
Chairman
---------------------------------------------------------------------
---------------------------------------------------------------------
Phillip Griffiths None $31,640 $142,092
Board I Governance
Committee Chairman and
Regulatory & Oversight
Committee Member
---------------------------------------------------------------------
---------------------------------------------------------------------
Mary F. Miller None None(3) $8,532(3)
Board I Audit Committee
and Proxy Committee
Member
---------------------------------------------------------------------
---------------------------------------------------------------------
Joel W. Motley None $32,076 $150,760
Board I Audit Committee
Chairman and Regulatory
& Oversight Committee
Member
---------------------------------------------------------------------
---------------------------------------------------------------------
Kenneth A. Randall None $82,900 $134,080
Board I Audit Committee
and Governance
Committee Member
---------------------------------------------------------------------
---------------------------------------------------------------------
Russell S. Reynolds, Jr. None $63,746 $106,792
Board I Proxy Committee
Chairman and Governance
Committee Member
---------------------------------------------------------------------
---------------------------------------------------------------------
Joseph M. Wikler $1,550 (from N/A(5) $23,000
Audit Committee Chairman each Fund)
---------------------------------------------------------------------
---------------------------------------------------------------------
Peter I. Wold $1,550 (from N/A(5) $20,500
Audit Committee Member each Fund)
---------------------------------------------------------------------
1. Under the Current Retirement Plan for Board I Trustees, Estimated Annual
Retirement Benefits to be Paid Upon Retirement is based on a straight life
payment plan election with the assumption that a Trustee will retire at the age
of 75 and is eligible (after 7 years of service) to receive retirement plan
benefits as described below under "Retirement Plan for Trustees".
2. Includes $111,000 paid to Mr. Galli for serving as trustee or director of 10
other Oppenheimer funds other than Board I Funds.
3. Board I appointed Ms. Miller as a Trustee to 14 Funds on August 13, 2004 and to
10 Funds on October 26, 2004. As a result, her estimated annual retirement
benefits are undeterminable.
4. Board I appointed Mr. Fink as a Trustee on January 1, 2005 and therefore, he did
not receive any compensation for the calendar year 2004. As a result, his
estimated annual retirement benefits are undeterminable.
4. The Funds' current Board does not have a retirement plan.
Retirement Plan for Trustees
The 24 Funds currently governed by Board I have adopted a retirement plan
that provides for payments to retired Independent Trustees. The retirement plan
is expected to continue under the Combined Board. Payments are up to 80% of the
average compensation paid during a Trustee's five years of service in which the
highest compensation was received. A Trustee must serve as Trustee for any of
the Funds for at least seven years in order to be eligible for retirement plan
benefits and must serve for at least 15 years to be eligible for the maximum
benefit. Each Trustee's retirement benefits will depend on the amount of the
Trustee's future compensation and length of service.
Deferred Compensation Plan for Trustees
Board I 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 Funds. The Deferred Compensation
Plan is expected to continue under the Combined Board. 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 Funds' assets,
liabilities and net income per share. The plan will not obligate the Funds 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, each 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.
Officers
Information is given below about the executive officers who are not
Trustees of the Funds, including their business experience during the past five
years. Messrs. Gillespie, Petersen, Vandehey, Vottiero, Wixted and Zack and
Mses. Bloomberg and Ives, respectively, hold the same offices with the other
Oppenheimer funds in the OppenheimerFunds family of funds. The address of the
officers in the chart below is as follows: for Messrs. Gillespie, Zack and Ms.
Bloomberg, Two World Financial Center, 225 Liberty Street, New York, NY
10281-1008, for Messrs. Petersen, Vandehey, Vottiero, Wixted and Ms. Ives, 6803
S. Tucson Way, Centennial, CO 80112-3924. All officers serve at the pleasure of
the Board. Each officer serves for an indefinite term or until his or her
earlier resignation, retirement, death or removal.
-------------------------------------------------------------------------------------
Officers of the Funds
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name, Principal Occupation(s) During Past 5 Years
Position(s) Held with
Funds, Length of
Service,
Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of
Treasurer since 1999 the Manager; Treasurer of HarbourView Asset Management
Age: 45 Corporation, Shareholder Services, Inc., Oppenheimer Real
Asset Management, Inc., Shareholder Financial Services,
Inc., Oppenheimer Partnership Holdings, Inc. (since March
1999), of OFI Private Investments, Inc. (since March 2000),
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). An officer of 83 portfolios in the
OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
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 Asset Management Corporation and Shareholder Services,
since 2004 Inc. Formerly (until February 2004) Vice President and
Age: 54 Director of Internal Audit of the Manager. An officer of
83 Portfolios in the Oppenheimer funds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Philip Vottiero, Vice President/Fund Accounting of the Manager since March
Assistant Treasurer of 2002. Formerly Vice President/Corporate Accounting of
since 2002 the Manager (July 1999-March 2002). An officer of 83
Age: 41 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
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 83
Age: 34 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Zack, Executive Vice President (since January 2004) and General
Secretary Counsel (since February 2002) of the Manager; General
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 PartnershipHoldings,
Inc.; a director (since November 2001) of Oppenheimer Real
Asset Management, Inc.; Senior Vice President, General
Counsel and a director (since November 2001)Shareholder
Financial Services, Inc. and OFI Trust Company; Vice
President (since November 2001) of Oppenheimer Funds 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 83 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: 40 Management: First Vice President (2001-September 2004);
Director (from 2000) and Vice President (1998-2000). An
officer of 74 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
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. Formerly an
Assistant Counsel (August 1994-October 2003). An officer of
83 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: 36 PaineWebber Incorporated) (May 1999-April 2004). An
officer of 83 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
Portfolio Managers (and Officers) of the Funds
------------------------------------------------------------------------------------
Name, Principal Occupation(s) During Past 5 Years
Position(s) Held with Fund,
Length of Service,
Age
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
John Damian, Vice President of the Manager since September 2001;
Vice President and an officer of 2 portfolios in the OppenheimerFunds
Portfolio Manager complex; formerly Senior Analyst/Director for
Select Value Fund since Citigroup Asset Management (November 1999 - September
2004 2001).
Age: 37
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Emmanuel Ferreira, Vice President of the Manager since January 2003. An
Vice President and officer of 5 portfolios in the OppenheimerFunds
Portfolio Manager Select complex. Formerly, Portfolio Manager at Lashire
Value Fund since 2004 Investments (July 1999-December 2002).
Age: 38
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Ronald H. Fielding, Senior Vice President of the Manager since January
Vice President and 1996; Chairman of the Rochester Division of the
Portfolio Manager Limited Manager since January 1996; an officer of 10
Term California Municipal portfolios in the OppenheimerFunds complex.
Fund since 2004
Age: 56
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Dominic Freud, Vice President of the Manager since April 2003. An
Vice President and officer of 2 portfolios in the OppenheimerFunds
Portfolio Manager complex. Formerly, a Partner and European Equity
International Value Fund Portfolio manager at SLS Management (January 2002 -
since 2003 February 2003) prior to which he was head of the
Age: 46 European equities desk and managing director at SG
Cowen (May 1994 - January 2002).
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Christopher Leavy, Senior Vice President of the Manager since September
Vice President and 2000; an officer of 8 portfolios in the
Portfolio Manager Select OppenheimerFunds complex. Formerly a portfolio
Value Fund since 2002 manager of Morgan Stanley Dean Witter Investment
Age: 34 Management (1997 - September 2000).
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Dixon Morgan, Jr., Senior Director and Portfolio Manager of HarbourView
Vice President and Asset Management Corporation and OFI Institutional
Portfolio Manager Asset Management, Inc., both affiliates of the
International Large-Cap Manager, since April 2000; an officer of 1 portfolio
Core since 2003 in the OppenheimerFunds complex. Formerly a Managing
Age: 59 Director of Gratry & Company (July 1990 - April 2000).
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Rudi W. Schadt, Vice President, Director of Research in Product
Vice President and Design and Risk Management of the Manager; an officer
Portfolio Manager Portfolio of 7 portfolios in the OppenheimerFunds complex.
Series since 2005 Prior to joining the Manager in February 2002 he was
Age: 47 a Director and Senior Quantitative Analyst
(2000-2001) at UBS Asset Management.
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Dr. Jerry Webman, Senior Vice President (since February 1996) and
Vice President and Senior Investment Officer and Director (since 1997)
Portfolio Manager Portfolio of the Manager's Fixed Income Investments; Senior
Series since 2005 Vice President (since May 1999) of HarbourView Asset
Age: 55 Management Corporation. An officer of 4 portfolios in
the OppenheimerFunds complex.
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
William L. Wilby, Senior Vice President (since July 1994) and Senior
Vice President and Investment Officer, Director of Equities (since July
Portfolio Manager Portfolio 2004) of the Manager. Formerly, Senior Investment
Series since 2005 Officer, Director of International Equities of the
Age: 61 Manager (May 2000-July 2004) and Senior Vice
President of HarbourView Asset Management Corporation
(May 1999-November 2001). An officer of 6 portfolios
in the OppenheimerFunds complex.
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Kurt Wolfgruber, Executive Vice President (since March 2003) and Chief
Vice President and Investment Officer and Director (since July 2003) of
Portfolio Manager Portfolio the Manager; Director of HarbourView Asset Management
Series since 2005 Corporation and of OFI Institutional Asset
Age: 54 Management, Inc. (since June 2003) and of Tremont
Capital Management, Inc. (since October 2001). An
officer of 4 portfolios in the OppenheimerFunds
complex.
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Caleb Wong, Vice President of the Manager since June 1999; worked
Vice President and in fixed-income quantitative research and risk
Portfolio Manager management for the Manager (since July 1996); an
Portfolio Series-Active officer of 2 portfolios in the OppenheimerFunds
Allocation Fund since 2005 complex.
Age: 39
------------------------------------------------------------------------------------
As of June 29, 2005, the Trustees, nominees for Trustee and officers,
individually and as a group, beneficially owned less than 1% of the outstanding
shares of any Fund, with the exception of International Value Fund and Select
Value Fund, in which the Trustees, nominees for Trustee and officers,
individually and as a group, owned 1.46% and 1.43% of the outstanding shares of
International Value Fund and Select Value Fund, respectively. The foregoing
statement does not reflect ownership of shares of any 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 (including his or her family members) does
not own securities of either the Manager or OppenheimerFunds Distributor, Inc.
(the "Distributor" of the Funds) or any person directly or indirectly
controlling, controlled by or under common control with the Manager or
Distributor.
Independent Registered Public Accounting Firm Fees and Services
The Funds selected Ernst & Young LLP LLP as their Independent Registered Public
Accounting Firm ("Principal Accountant" or "Ernst & Young") for each of the
Funds' 2005 and 2004 fiscal years as well as the current fiscal year.
Audit Fees. Ernst & Young billed the Funds the following amounts in each Fund's
----------
fiscal 2005 or 2004 for professional services that are normally provided by
Ernst & Young in connection with statutory and regulatory filings or engagements
for those fiscal years.
---------------------------------------------------------------
Fund* 2005 2004
---------------------------------------------------------------
---------------------------------------------------------------
International Large-Cap Core Fund $13,050 $16,250
---------------------------------------------------------------
---------------------------------------------------------------
International Value Fund $15,650 $16,250
---------------------------------------------------------------
---------------------------------------------------------------
Limited Term California Municipal N/A** $22,250
Fund
---------------------------------------------------------------
---------------------------------------------------------------
OFI Tremont Core Strategies Hedge $68,300 $65,250
Fund
---------------------------------------------------------------
---------------------------------------------------------------
OFI Tremont Market Neutral Hedge Fund $68,300 $65,250
---------------------------------------------------------------
---------------------------------------------------------------
Real Estate Fund $19,450 $18,250
---------------------------------------------------------------
---------------------------------------------------------------
Select Value Fund $14,000 $10,900
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
Tremont Market Neutral Fund, LLC $36,325 $32,250
---------------------------------------------------------------
---------------------------------------------------------------
Tremont Opportunity Fund, LLC $36,325 $32,250
---------------------------------------------------------------
* The four series of Oppenheimer Portfolio Series: Active Allocation Fund,
Aggressive Investor Fund, Conservative Investor Fund, and Moderate
Investor Fund did not commence operations until 2005.
** Limited Term California Municipal Fund's 2005 fiscal year ends July 31,
2005 so fees are not yet available. The Fund commenced operations in
February 2004 and has not yet completed two fiscal years of operations.
Audit-Related Fees. Audit-related fees are for assurance and related services
------------------
by Ernst & Young that are reasonably related to the performance of the auditor's
review of the Funds' financial statements and are not reported under the prior
category. Audit-related fees would include, among others: due diligence
related to mergers and acquisitions, accounting consultations and audits in
connection with acquisitions, internal control reviews and consultation
concerning financial accounting and reporting standards. Ernst & Young did not
bill any such audit-related fees in each Fund's fiscal 2005 or 2004 to the Funds
or to the Fund's investment adviser or any entity controlling, controlled by, or
under common control with the adviser that provides ongoing services to the
Fund.
Tax Fees. Tax Fees would include tax compliance, tax planning and tax advice.
--------
Tax compliance generally involves preparation of original and amended 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 mergers and acquisitions and requests for rulings or technical advice
from taxing authorities.
Except for International Large-Cap Core Fund's and International Value
Fund's fiscal year 2004, Ernst & Young did not bill any such amounts in the
Funds' fiscal 2005 or 2004 to the Funds or to the Fund's investment adviser or
any entity controlling, controlled by, or under common control with the adviser
that provides ongoing services to the Fund. Ernst & Young billed $300 in tax
fees to International Large-Cap Core Fund and International Value Fund in fiscal
2004.
All Other Fees. All other fees would include products and services provided by
--------------
Ernst & Young other than the services reported under the prior three categories.
Such fees would include the cost to Ernst & Young of attending audit committee
meetings. With respect to the four Tremont funds, such fees would include
services provided to the Trustees with respect to analysis of the Funds'
expenses, consultations with management with respect to its due diligence review
process surrounding investments and consultations with OFDI with respect to
software development.
Ernst & Young did not bill any such fees in each Fund's fiscal 2005 or
2004 to the Funds. Ernst & Young billed the following amounts in other fees in
each Fund's fiscal 2005 or 2004 to the Fund's investment adviser or any entity
controlling, controlled by, or under common control with the adviser that
provides ongoing services to the Fund.
---------------------------------------------------------------
Fund* 2005 2004
---------------------------------------------------------------
---------------------------------------------------------------
International Large-Cap Core Fund $115,000 $0
---------------------------------------------------------------
---------------------------------------------------------------
International Value Fund $115,000 $0
---------------------------------------------------------------
---------------------------------------------------------------
Limited Term California Municipal N/A** $0
Fund
---------------------------------------------------------------
---------------------------------------------------------------
OFI Tremont Core Strategies Hedge $114,200 $0
Fund
---------------------------------------------------------------
---------------------------------------------------------------
OFI Tremont Market Neutral Hedge Fund $114,200 $0
---------------------------------------------------------------
---------------------------------------------------------------
Real Estate Fund $115,000 $0
---------------------------------------------------------------
---------------------------------------------------------------
Select Value Fund $115,000 $0
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
Tremont Market Neutral Fund, LLC $114,200 $0
---------------------------------------------------------------
---------------------------------------------------------------
Tremont Opportunity Fund, LLC $114,200 $0
---------------------------------------------------------------
* The four series of Oppenheimer Portfolio Series: Active Allocation Fund,
Aggressive Investor Fund, Conservative Investor Fund, and Moderate
Investor Fund did not commence operations until 2005.
** Limited Term California Municipal Fund's fiscal year ends July 31, 2005
so fees are not yet available. The Fund commenced operations in February
2004 and has not yet completed two fiscal years of operations.
During its regularly scheduled periodic meetings, the Funds' Audit
Committee will pre-approve all audit, audit-related, tax and other services to
be provided by the principal accountants of the Funds.
The Audit Committee of Board I (and the Combined Board) has delegated
pre-approval authority to its Chairman for any subsequent new engagements that
arise between regularly scheduled meeting dates provided that any fees so
pre-approved are presented to the audit committee at its next regularly
scheduled meeting.
Pre-approval of non-audit services may be 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 its principal accountant
during the Fund's 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 of the Fund and approved prior to the completion of the audit. All
services described in "Audit-Related Fees", "Tax Fees" and "All Other Fees" were
pre-approved by the Funds' current Audit Committee.
Ernst & Young billed the following aggregate non-audit amounts in each
Fund's fiscal 2005 and/or 2004 to the Fund and each Fund's investment adviser or
any entity controlling, controlled by, or under common control with the adviser
that provides ongoing services to the Fund. Those billings did not include any
prohibited non-audit services as defined by the Securities Exchange Act of 1934.
----------------------------------------------------------------
Fund* 2005 2004
----------------------------------------------------------------
----------------------------------------------------------------
International Large-Cap Core Fund $115,000 $300
----------------------------------------------------------------
----------------------------------------------------------------
International Value Fund $115,000 $300
----------------------------------------------------------------
----------------------------------------------------------------
Limited Term California Municipal Fund N/A** $0
----------------------------------------------------------------
----------------------------------------------------------------
OFI Tremont Core Strategies Hedge Fund $114,200 $0
----------------------------------------------------------------
----------------------------------------------------------------
OFI Tremont Market Neutral Hedge Fund $114,200 $0
----------------------------------------------------------------
----------------------------------------------------------------
Real Estate Fund $115,000 $0
----------------------------------------------------------------
----------------------------------------------------------------
Select Value Fund $115,000 $0
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
Tremont Market Neutral Fund, LLC $114,200 $3,000
----------------------------------------------------------------
----------------------------------------------------------------
Tremont Opportunity Fund, LLC $114,200 $3,000
----------------------------------------------------------------
* The four series of Oppenheimer Portfolio Series: Active Allocation Fund,
Aggressive Investor Fund, Conservative Investor Fund, and Moderate Investor
Fund did not commence operations until 2005.
** Limited Term California Municipal Fund's fiscal year ends July 31, 2005 so
fees are not yet available. The Fund commenced operations in February 2004
and has not yet completed two fiscal years of operations.
The Funds' current Audit Committee has considered whether the provision of
non-audit services that were rendered to the Funds' investment adviser, and any
entity controlling, controlled by, or under common control with the investment
adviser that provides ongoing services to the Funds that were not pre-approved
pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X was compatible
with maintaining the principal accountant's independence. No such services were
rendered. Representatives of Ernst & Young are not expected to present at the
Meeting but will be available should any matter arise requiring their presence.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE
AS TRUSTEE OF THE FUNDS.
PROPOSAL 2 -
TO APPROVE CHANGES IN, OR THE ELIMINATION OF, CERTAIN FUNDAMENTAL INVESTMENT
POLICIES OF THE FUNDS
Proposal 2 is a series of proposals to change certain fundamental
investment restrictions currently applicable to the different Funds. We have
described each proposal contained within Proposal 2 separately and listed them
in order below. The table at the front of this Proxy Statement will assist you
in determining which proposals apply to your Funds and which investment policy
or restriction changes are proposed for each Fund. Each sub-proposal item
contained in Proposal 2 requires the approval of a "majority of the outstanding
voting securities" of each Fund voting separately. A "majority of the
outstanding voting securities" means the lesser of one more than half of the
number of shares that are issued and outstanding as of the Record Date or 67% of
the voting shares of the Fund present at the Special Meeting if more than 50% of
the voting shares of the Fund are present at the Special Meeting in person or by
proxy. Abstentions will have the effect of a "no" vote of obtaining requisite
approval for the sub-proposals in Proposal 2.
Each Fund operates in accordance with its investment objective, policies
and restrictions, which are described in its prospectus and statement of
additional information (together, the "prospectus"). Each Fund's policies
generally are classified as either "fundamental" or "non-fundamental."
Fundamental policies can be changed only by a shareholder vote. Non-fundamental
policies may be changed by the Trustees without shareholder approval, although
significant changes will be described in amendments to the Fund's prospectus.
The Funds' current fundamental investment restrictions are included in each
Fund's statement of additional information.
The Investment Company Act requires that certain policies of the Funds be
classified as fundamental. Proposal 2 is intended to modernize the Funds'
policies as well as standardize their policies by reclassifying fundamental
policies that are not required to be fundamental as non-fundamental or by
eliminating them entirely. The proposals are designed to provide the Funds with
maximum flexibility to pursue their investment objective and respond to an
ever-changing investment environment. The Funds, however, have no current
intention of significantly changing their actual investment strategies should
shareholders approve the proposed changes.
Since the organization of many of the Funds, many of the legal and
regulatory requirements applicable to mutual funds have changed. For example,
certain restrictions imposed by state laws and regulations were preempted by the
National Securities Markets Improvement Act of 1996 ("NSMIA") and are no longer
applicable to mutual funds. As a result, some of the Funds continue to be
subject to several fundamental investment policies that are either more
restrictive than required under current regulations or no longer required at all.
In light of the opportunity afforded by this Special Meeting to review the
fundamental investment policies of each Fund, OppenheimerFunds, Inc., the Funds'
investment manager (the "Manager"), reviewed all of the fundamental policies and
restrictions with the following goals: (i) to simplify and modernize the Funds'
policies that are required to be fundamental, (ii) to make the fundamental
policies and restrictions of all the Funds consistent to the extent possible,
and (iii) to reclassify as non-fundamental those policies previously required to
be fundamental that are no longer required to be so classified, or to eliminate
fundamental policies that are no longer required or that are not appropriate for
the operation of the Fund. The Board may change non-fundamental policies
without shareholder approval, subject to compliance with applicable disclosure
requirements under rules promulgated by the SEC.
These changes in each Fund's fundamental investment polices would
simplify, streamline and standardize the fundamental investment policies that
are required to be stated under the Investment Company Act, as well as provide
more flexibility. The proposed standardized fundamental investment policies
cover those areas for which the Investment Company Act requires the Funds to
have a fundamental restriction. They satisfy current regulatory requirements and
are written to provide flexibility to respond to future legal, regulatory,
market or technical changes. The proposed changes will not affect each Fund's
current investment objectives.
These proposals seek shareholder approval of changes that are intended to
accomplish the foregoing goals. By making the fundamental policies of all Funds
consistent where it is possible to do so, monitoring compliance would be
streamlined and more efficient. Clarifying and modernizing investment
restrictions generally would allow the Funds to operate more efficiently within
the limits of the Investment Company Act. These revisions should give the Funds
greater flexibility to take advantage of, and react to, changes in financial
markets and new investment vehicles. In addition, by reducing to a minimum those
policies that can be changed only by shareholder vote, the Funds in the future
may be able to avoid the costs and delay associated with a shareholder meeting
when the desire or need arises to change a policy, and the Board believes that
the Manager's ability to manage the Funds' portfolios in a changing regulatory
or investment environment will be enhanced.
As a result, the Board has also concluded that, to the extent possible, it
would be in the best interests of all of the Funds to have uniform and
consistent fundamental policies. Therefore, the Board of Trustees has authorized
the submission to each Fund's shareholders for their approval, and the Board
recommends that shareholders approve the amendment, and/or elimination and/or
reclassification of certain of the Funds' fundamental policies.
The Trustees believe standardizing and reducing the total number of
investment policies that can be changed only by a shareholder vote will assist
the Funds and their Manager in maintaining compliance with the various
investment restrictions to which the Funds are subject, and will help minimize
the costs and delays associated with holding future shareholder meetings to
revise fundamental investment policies that become outdated or inappropriate.
The Trustees also believe that the Manager's ability to manage each Fund's
assets in a changing investment environment will be enhanced, and that
investment management opportunities will be increased by the proposed changes.
Although the proposed changes in the fundamental investment policies will
allow the Funds greater flexibility to respond to future investment
opportunities, the Board does not anticipate that the changes, individually or
in the aggregate, will result in a material change in the level of investment
risk associated with investment in any Fund or the manner in which any Fund is
managed at the present time. In addition, the Funds' Trustees do not anticipate
that the proposed changes will materially affect the manner in which the Funds
are managed. In the future, if the Trustees determine to change materially the
manner in which any Fund is managed, that Fund's prospectus will be amended to
reflect such a change.
Set forth below are a discussion of the proposed changes to each Fund's
fundamental investment policies. After each proposed fundamental investment
policy is a commentary that describes the proposed policy and the significance
of the proposed change to the Funds. Each Fund's current fundamental investment
policies are then shown.
Each sub-proposal in this Proposal 2 will be voted on separately by
shareholders of each Fund. The approval of each sub-proposal will require the
approval of a majority of the outstanding voting shares of each Fund as defined
in the Investment Company Act. (See "Voting Information" on page 52.) If
approved by a Fund's shareholders at the Special Meeting, the proposed changes
to the Fund's fundamental investment policies will be adopted by the Fund but
the effective date of the sub-proposals will be delayed until the Fund's
prospectus or statement of additional information can be updated to reflect the
changes. If the shareholders of a Fund fail to approve any sub-proposal in
Proposal 2, the current policy or policies covered in that sub-proposal will
remain in effect.
Proposal 2a: Borrowing.
The Investment Company Act imposes certain restrictions on the borrowing
activities of mutual funds. A fund's borrowing policy must be a fundamental
investment policy.
The restrictions on borrowing are designed to protect mutual fund
shareholders and their investments in a fund by limiting a fund's ability to
leverage its assets. Leverage exists when a fund has the right to a return on an
investment that exceeds the amount the fund contributed to the investment.
Borrowing money to make an investment is an example of how a fund may leverage
its assets.
The Funds may have the need to borrow money for a number of reasons. They
may borrow for leverage, as described immediately above. They also may need to
borrow temporarily to pay redeeming shareholders when the number or amount of
redemptions exceeds available cash, and market condition are not favorable to
sell portfolio securities to meet those redemptions. Other times, a Fund must
borrow money to pay redeeming shareholders because the Fund has not yet received
payment for securities it has sold, or to pay for securities because it does not
have available cash. In addition, certain types of securities transactions, such
as delayed-delivery, when-issued, reverse repurchase agreements and dollar roll
transactions might be construed as borrowing transactions. (These types of
transactions are described in the Funds' statement of additional information.)
There are risks associated with borrowing. Borrowing exposes shareholders
and their investments in a fund to a greater risk of loss. For example,
borrowing may cause the value of a fund's shares to be more volatile than if the
fund did not borrow. In addition, to the extent a fund borrows, it will pay
interest on the money that it borrows, and that interest expense will raise the
overall expenses of the fund and reduce its returns. The interest payable on
the borrowed amount may be more (or less) than the return the fund receives from
the securities purchased with the borrowed amount.
Currently, the Funds listed below are subject to a number of different
fundamental investment policies concerning borrowing that generally are more
restrictive than required by the Investment Company Act. The proposed amendment
modernizes and standardizes the restriction on borrowing. This change would
give each Fund the flexibility to engage in certain securities transactions that
might be construed as "borrowing" transactions, and would permit each Fund to
borrow money up to the limits permitted by the Investment Company Act. Changing
this restriction would permit greater consistency in managing each Fund's
portfolio and would allow each Fund to borrow to the maximum extent permitted by
law when such borrowings are necessary for the efficient management of any
Fund's assets.
Currently, under the Investment Company Act, a mutual fund may borrow only
from banks and only to the extent the value of the Fund's assets less its
liabilities other than borrowings, is equal to at least 300% of all borrowings
(including the proposed borrowing). An open-end fund may so borrow only from
banks. Notwithstanding the preceding few sentences, both open- and closed-end
funds also may borrow up to 5% of its total assets for temporary purposes from
any person. Under the Investment Company Act, there is a rebuttable presumption
that a loan is temporary if it is repaid within 60 days and not extended or
renewed. If shareholders approve this sub-proposal, each Fund's current
fundamental policy will be replaced by the proposed fundamental policy and each
Fund's prospectus will be updated to describe the current restrictions regarding
borrowing under the Investment Company Act, the rules and regulations thereunder
and any exemptions applicable to the Funds.
The proposed changes also would allow a Fund to borrow from another
Oppenheimer fund pursuant to an exemptive order received from the SEC. .
Borrowing from another Oppenheimer fund could reduce certain borrowing and
transaction costs. Implementation of such interfund borrowing arrangements,
however, must be accomplished consistent with applicable regulatory
requirements, including the provisions of the SEC order. The Funds do not
currently intend to engage in such borrowing. In the future, if a Fund were to
engage in such borrowing, the Fund's prospectus or statement of additional
information would be revised accordingly.
The Trustees propose that the current policy be amended to permit the Fund
to borrow as permitted under the Investment Company Act. As amended, each
Fund's policy on borrowing would remain a fundamental policy changeable only by
the vote of a majority of the outstanding voting securities of the Funds as
defined in the Investment Company Act. The Funds' proposed and current
fundamental investment policies are set forth below.
Proposed Fundamental Policy
---------------------------------------------------------------------------
The Fund may not borrow money, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any
exemption therefrom that is applicable to the Fund, as such statute,
rules or regulations may be amended or interpreted from time to time.
---------------------------------------------------------------------------
------------------------------------------------------------------------------
Fund Current Fundamental Policy
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Real Estate Fund The Fund cannot borrow except as
permitted by the Act. Currently the Act
permits loans only from banks and/or
affiliated investment companies and only
to the extent that the value of its
assets less its liabilities other than
borrowing is equal to at least 300% of
all borrowings (including the proposed
borrowing.)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
OFI Tremont Market Neutral Hedge The Fund may not borrow money, except to
Fund (OFI Market Neutral Hedge) the extent permitted by Section 18 of the
OFI Tremont Core Strategies Hedge Investment Company Act or as otherwise
Fund (OFI Core Strategies Hedge) permitted by the SEC.
Tremont Opportunity Fund, LLC
(OPP Opportunity LLC)
Tremont Market Neutral Fund, LLC
(OPP Market Neutral LLC)
------------------------------------------------------------------------------
Proposal 2b: Concentration of Investments
The proposed modifications modernize and clarify the restrictions
concerning concentration by interpreting concentration as the term is used in
the Investment Company Act and as interpreted or modified by the SEC. These
changes would give the Funds more flexibility to enter into other types of
investments at future times in response to changing regulatory interpretations
and financial markets. In addition, the proposed changes would make the
concentration policies for all the Funds consistent with those of the other
Oppenheimer funds, making portfolio management capabilities easier. These
changes do not in any way change how any Fund will concentrate its investments.
Rather, these changes will ensure that in cases where Fund assets are managed
the same way with respect to concentration, the policy will be stated the same
way to avoid the possibility of inconsistent administration. The Funds'
proposed and current policies are stated below.
------------------------------------------------------------------------------
Fund Proposed Fundamental Policy
------------------------------------------------------------------------------
------------------------------------------------------------------------------
International Large-Cap The Fund cannot invest 25% or more of its total
Core Fund assets in any one industry. That limit does not
International Value Fund apply to securities issued or guaranteed by the
Real Estate Fund U.S. government or its agencies and
instrumentalities or securities issued by
investment companies.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Limited Term California The Fund cannot invest 25% or more of its total
Municipal Fund assets in any one industry. That limit does not
apply to securities issued or guaranteed by the
U.S. government or its agencies and
instrumentalities or securities issued by
investment companies. Nor does that limit apply
to municipal securities in general or to
California municipal securities.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Fund Current Fundamental Policy
------------------------------------------------------------------------------
------------------------------------------------------------------------------
International Large-Cap The Fund cannot invest 25% or more of its total
Core Fund assets in any one industry. That limit does not
International Value Fund apply to securities issued or guaranteed by the
U.S. government or its agencies and
instrumentalities.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Limited Term California The Fund cannot concentrate investments. That
Municipal Fund means it cannot invest 25% or more of its total
assets in any industry. However, there is no
limitation on investments in affiliated funds and
obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Real Estate Fund The Fund cannot concentrate its investments to
the extent of 25% of its total assets in any
industry. However, there is no limitation as to
the Fund's investments in the real estate
industry in general.
------------------------------------------------------------------------------
Proposal 2c: Investing in Other Investment Companies.
Certain Funds are currently subject to a fundamental investment policy
limiting their investment in securities of other investment companies. It is
proposed that each Fund's current fundamental policy be re-classified as a
non-fundamental policy that can be changed in the future without shareholder
approval. The purpose of this proposal is to provide the Funds with the maximum
flexibility permitted by law to pursue their investment objectives.
The Investment Company Act does not require that policies on investing in
other investment companies be fundamental. This policy is non-fundamental for
many of the other Oppenheimer funds. Making the policy on investing in other
investment companies non-fundamental would give the Board more flexibility
without having to have the Funds incur the cost of obtaining shareholder
approval should regulatory requirements change or should it become advantageous
for the Funds to invest in other investment companies to an extent different
from what is currently permitted by their fundamental policies.
The ability of the Funds to invest in other mutual funds is restricted by
Section 12(d)(1) of the Investment Company Act. NSMIA amended Section 12 to
permit mutual funds to enter into so-called fund-of-funds or master/feeder
arrangements with other mutual funds in a fund complex, and granted the SEC
broad powers to provide exemptive relief for these purposes. The Funds are
parties to an exemptive order from the SEC permitting them to enter into
fund-of-funds arrangements with other affiliated funds. However, the Funds
listed below do not currently anticipate investing in other funds in a
fund-of-funds arrangement. Although they may do so in the future if
shareholders approve this proposal, each Fund's prospectus would have to be
updated to reflect such a change in policy.
An investment in another mutual fund may result in the duplication of
expenses. Should the Trustees determine in the future that a Fund's investment
in other funds in a fund-of-funds arrangement is in the best interests of the
Fund, the Trustees would consider and take steps to mitigate the potential for
duplication of fees in determining whether any Fund's participation in such an
arrangement is suitable for the Fund and its shareholders.
In this regard, several of the Funds may participate as underlying funds
in a fund of funds arrangement in which another Oppenheimer fund would invest
its assets in the Fund. As a result, Section 12(d)(1)(A) of the Investment
Company Act generally prohibits a mutual fund from investing more than 5% of its
total assets in another investment company. The "fund-of-funds" amendments to
Section 12(d)(1) in 1996 permit those funds to acquire shares of underlying
funds in excess of the 5% limit if, among other conditions, the acquired fund
has an investment policy limiting its investment in other investment companies
(in other words, so that a fund-of-funds cannot invest in another
fund-of-funds). That Investment Company Act restriction stems from Congress's
concern over the control of investment companies being unduly concentrated
through pyramiding. Therefore, it is necessary for any such Fund, as the
underlying fund, to adopt a policy (which may be non-fundamental) preventing
them from investing more than the Investment Company Act statutory limits in
other investment companies in order that the investing fund of funds may invest
more than 5% of its assets in the underlying Fund.
The existing policy is not required to be fundamental under the Investment
Company Act. The purpose of this proposal is to provide the Fund with the
maximum flexibility permitted by law to pursue its investment objective.
The Funds' current fundamental investment policies, which would be
reclassified as non-fundamental are set forth below. Even as a non-fundamental
policy, the Funds still would have to adhere to the policies.
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Real Estate Fund The Fund cannot invest in other investment
companies except to the extent permitted by the
Act. The Fund would be permitted under this
policy to invest its assets in the securities of
one or more open-end management investment
company for which the Manager, one of its
affiliates or a successor is the investment
advisor or sub-advisor. That fund or funds must
have substantially the same fundamental
investment objective, policies and limitations as
the Fund. The policy also would permit the Fund
to adopt a "master-feeder" structure. Under that
structure, the Fund would be a "feeder" fund and
would invest all of its assets in a single pooled
"master fund" in which other feeder funds could
also invest. This could enable the Fund to take
advantage of potential operational and cost
efficiencies in the master-feeder structure.
The Fund has no present intention of adopting the
master-feeder structure. If it did so, the
Prospectus and SAI would be revised accordingly.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Select Value Fund The Fund cannot invest in other investment
companies except to the extent permitted by the
Act. The Fund would be permitted under this
policy to invest its assets in the securities of
one or more open-end management investment
company for which the Manager, one of its
affiliates or a successor is the investment
advisor or sub-advisor. That fund or funds must
have substantially the same fundamental
investment objective policies and limitations as
the Fund. The Fund's policy not to concentrate
its investments, as described above, also would
permit the Fund to adopt a "master-feeder"
structure. Under that structure, the Fund would
be a "feeder" fund and would invest all of its
assets in a single pooled "master fund" in which
other feeder funds could also invest. This could
enable the Fund to take advantage of potential
operational and cost efficiencies in the
master-feeder structure. The Fund has no present
intention of adopting the master-feeder
structure. If it did so, the prospectus and SAI
would be revised accordingly.
---------------------------------------------------------------------------
Proposal 2d: Lending
Under the Investment Company Act, a fund's policy regarding lending must
be fundamental. It is proposed that certain Funds' current fundamental policies
be replaced by a revised fundamental policy that permits the Funds to engage in
lending to the extent their lending is consistent with the Investment Company
Act, the rules thereunder or any exemption from the Investment Company Act that
is applicable to the Funds.
Currently, SEC staff positions permit (a) lending of securities by a fund
of no more than one-third of its total asset value, (b) purchasing debt
instruments or similar evidences of indebtedness, and (c) investing in
repurchase agreements. If shareholders approve this proposal, each Fund's
current fundamental policy will be replaced by the proposed fundamental policy.
If shareholders approve the proposed change in each Fund's policy, the
Trustees do not anticipate that it will affect the management of the Funds. In
general, the Funds lend their assets primarily in three different ways. They
may lend their portfolio securities, they may engage in certain types of
securities transactions that could be construed as "lending" transactions and
they may engage in "interfund" lending of cash to another Oppenheimer fund
pursuant to an exemptive order received from the SEC. Lending money to an
affiliated fund may allow a Fund to obtain a higher rate of return than it could
from interest rates on alternative short-term investments. Implementation of
such interfund lending arrangements, however, must be accomplished consistent
with applicable regulatory requirements, including the provisions of the SEC
order. The Funds do not currently intend to engage in such lending. In the
future, if the Fund were to engage in such lending, the Fund's prospectus or
statement of additional information would be revised accordingly.
Some Funds are currently lending their portfolio securities as part of a
securities lending program. Funds can generate income from lending portfolio
securities, although there are risks involved. The Funds might experience a
delay in receiving additional collateral to secure a loan, or a delay in
recovery of the loaned securities if the borrower defaults. However, procedures
are in place to ensure that borrowers of securities are creditworthy and that
the loans are fully collateralized.
This change would give the Funds the greatest amount of flexibility to
lend their portfolio securities to generate income within the limits of the
Investment Company Act where desirable and appropriate in accordance with their
investment objectives.
In addition, the Funds would have greater ability to engage in
transactions which could be considered lending, but which could be beneficial to
the management of the portfolio. The Funds' proposed and current fundamental
investment policies are set forth below.
Proposed Fundamental Policy
--------------------------------------------------------------------------
The Fund cannot make loans, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any
exemption therefrom that is applicable to the Fund, as such statute,
rules or regulations may be amended or interpreted from time to time.
--------------------------------------------------------------------------
------------------------------------------------------------------------------
Fund Current Fundamental Policy
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Limited Term California The Fund cannot make loans except (a) through
Municipal Fund lending of securities, (b) through the
purchase of debt instruments or similar
evidences of indebtedness, (c) through an
interfund lending program with other
affiliated funds, and (d) through repurchase
agreements.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Real Estate Fund The Fund cannot make loans except as
permitted by the Act. Permitted loans under
the Act include (a) the lending of
securities, (b) the purchase of debt
instruments or similar evidences of
indebtedness, (c) an interfund lending
program (if applicable) with other affiliated
funds, provided that no such loan may be made
if, as a result, the aggregate of such loans
would exceed 33 1/3% of the value of its
total assets (taken at market value at the
time of such loans), and (d) through
repurchase agreements.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
OFI Tremont Market Neutral The Fund may not make loans, except through
Hedge Fund (OFI Market purchasing fixed-income securities, or
Neutral Hedge) entering into repurchase agreements except as
OFI Tremont Core Strategies permitted under the Investment Company act.
Hedge Fund (OFI Core
Strategies Hedge)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Tremont Opportunity Fund, LLC The Fund may not make loans, except through
(OPP Opportunity LLC) purchasing fixed-income securities, lending
Tremont Market Neutral Fund, portfolio securities, or entering into
LLC (OPP Market Neutral LLC) repurchase agreements in a manner consistent
with the Fund's investment policies or as
otherwise permitted under the Investment
Company Act.
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Proposal 2e: Real Estate and Commodities
Certain Funds are currently subject to a fundamental investment policy
prohibiting them from investing in real estate or commodities. It is proposed
that the current fundamental policies regarding real estate and commodities be
amended.
The proposed policy would permit the Funds to: (1) invest in debt
securities secured by real estate or interests in real estate, or issued by
companies, including real estate investment trusts, that invest in real estate
or interests in real estate; (2) invest in hedging instruments permitted by any
of its other investment policies; and (3) buy and sell options, futures,
securities or other instruments backed by, or the investment return of which is
linked to changes in the price of physical commodities or currencies. Many of
the Funds listed below already have this flexibility under their existing
policies. Therefore, amending the existing policy as proposed is not expected
to increase the risk of an investment in a Fund.
The purpose of this proposal is to clarify the Funds' permitted
investments and to conform the Fund's policy in this area to other Oppenheimer
funds. The Trustees believe that standardized policies will assist the Fund and
the Manager in maintaining compliance with the various investment restrictions
to which the Oppenheimer funds are subject.
The Investment Company Act requires a mutual fund to have fundamental
investment policies governing investments in real estate and commodities.
Amendment of these fundamental policies is unlikely to affect management of any
Fund, and the Trustees believe that the proposed fundamental policies on
investing in real estate and commodities will provide the Funds with the maximum
flexibility consistent with the current legal requirements.
The proposed policy also would provide each Fund the flexibility to deal
with a physical commodity if necessary as a result of the Fund's ownership of
another security. In addition, the amended policy would clarify a Fund's ability
to purchase and sell options and futures contracts and to purchase instruments
that are backed by physical commodities.
The proposed change conforms the restriction on investing in real estate
to that of other Oppenheimer funds and to current interpretations of the
Investment Company Act. This change modernizes the present restriction by
allowing a Fund to invest in certain newer financial instruments that may have
been precluded under the prior restriction, when that type of investment is
consistent with the Fund's investment objectives and policies. The proposed
policy combines real estate with commodities and commodity contracts. The
Funds' proposed and current fundamental policies are set forth below.
Proposed Fundamental Policy
-------------------------------------------------------------------------
The Fund cannot invest in real estate, physical commodities or
commodity contracts, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any
exemption therefrom, as such statute, rules or regulations may be
amended or interpreted from time to time.
-------------------------------------------------------------------------
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Fund Current Fundamental Policy
---------------------------------------------------------------------------
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International Large-Cap Core The Fund cannot buy or sell real estate.
Fund However, the Fund can purchase and sell
International Value Fund securities issued or secured by companies
that invest in or deal in real estate or
interests in real estate.
The Fund cannot buy or sell commodities
or commodity contracts. However, the
Fund can buy and sell derivative
instruments and other hedging
instruments, such as futures contracts,
options, swaps, and forward contracts.
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Limited Term California The Fund cannot invest in real estate or
Municipal Fund in interests in real estate. However,
the Fund can purchase securities of
issuers holding real estate or interests
in real estate (including securities of
real estate investment trusts).
The Fund cannot invest in commodities.
However, the Fund can buy and sell any of
the hedging instruments permitted by any
of its other policies. It does not matter
if the hedging instrument is considered
to be a commodity or commodity contract.
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---------------------------------------------------------------------------
Real Estate Fund The Fund cannot invest in real estate or
in interests in real estate. Securities
issued by companies which invest in real
estate or interests therein, or
securities directly or indirectly secured
by real estate or interests therein are
not considered to be investments in real
estate.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
OFI Tremont Market Neutral The Fund may not purchase, hold or deal
Hedge Fund (OFI Market Neutral in real estate, except that the Fund may
Hedge) invest in securities that are secured by
OFI Tremont Core Strategies real estate, or issued by companies that
Hedge Fund (OFI Tremont Core invest or deal in real estate or real
Strategies Hedge) estate investment trusts.
Tremont Opportunity Fund, LLC
(OPP Opportunity LLC) The Fund may not invest in commodities or
Tremont Market Neutral Fund, commodity contracts, except that the Fund
LLC (OPP Market Neutral LLC) may purchase and sell non-U.S. currency,
options, futures and forward contracts,
including those related to indexes, and
options on indexes.
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Proposal 2f: Senior Securities
The Funds listed below are currently subject to a fundamental investment
policy limiting their investments in senior securities. Under the Investment
Company Act, an investment company is not permitted to issue senior securities,
except under certain limited conditions. The proposed amendment would modernize
the language concerning senior securities. This change would have no immediate
impact on any Funds' investment strategies and would give the Funds the maximum
amount of flexibility to invest when such an investment could be construed as a
senior but is nonetheless permitted under the law or by interpretations of the
SEC.
It is proposed that each Fund's current fundamental policy on issuing
senior securities, applicable to the Funds listed below, be amended to read as
follows:
Proposed Fundamental Policy
--------------------------------------------------------------------------
The Fund cannot issue senior securities, except to the extent permitted
under the Investment Company Act, the rules or regulations thereunder or
any exemption therefrom, as such statute, rules or regulations may be
amended or interpreted from time to time.
--------------------------------------------------------------------------
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Real Estate Fund The Fund cannot issue "senior securities"
except as permitted by the Act. That
restriction does not prohibit the Fund
from borrowing money subject to the
provisions set forth in this SAI, or from
entering into margin, collateral or
escrow arrangements permitted by its
other investment policies.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
International Large-Cap Core The Fund cannot issue "senior
Fund securities," but this does not prohibit
International Value Fund certain investment activities for which
Limited Term California assets of the Fund are designated as
Municipal Fund segregated, or margin, collateral or
Select Value Fund escrow arrangements are established, to
cover the related obligations. Examples
of those activities include borrowing
money, reverse repurchase agreements,
delayed-delivery and when-issued
arrangements for portfolio securities
transactions, and contracts to buy or
sell derivatives, hedging instruments,
options or futures.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
OFI Tremont Market Neutral The Fund may not issue senior securities,
Hedge Fund (OFI Market Neutral except to the extent permitted by Section
Hedge) 18 of the Investment Company Act or as
OFI Tremont Core Strategies otherwise permitted by the Securities
Hedge Fund (OFI Core Exchange Commission (the "SEC").
Strategies Hedge)
Tremont Opportunity Fund, LLC
(OPP Opportunity Fund LLC)
Tremont Market Neutral Fund,
LLC (OPP Market Neutral LLC)
---------------------------------------------------------------------------
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
THAT YOU APPROVE EACH SUB-PROPOSAL DESCRIBED ABOVE
INFORMATION REGARDING THE FUNDS
As of the close of business on the Record Date (June 29, 2005), each Fund
had the following numbers of shares outstanding. 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 vote).
-----------------------------------------------------------------------
Fund Shares Outstanding
as of June 29, 2005
(All Classes)
-----------------------------------------------------------------------
-----------------------------------------------------------------------
OFI Tremont Core Strategies Hedge Fund 242,641.186
-----------------------------------------------------------------------
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OFI Tremont Market Neutral Hedge Fund 74,611.388
-----------------------------------------------------------------------
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Oppenheimer International Large-Cap Core Fund 510,000.000
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Oppenheimer International Value Fund 4,071,499.768
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Oppenheimer Limited Term California Municipal 15,457,473.48
Fund
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Oppenheimer Portfolio Series: Active 7,417,990.037
Allocation Fund
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Oppenheimer Portfolio Series: Aggressive 1,266,450.419
Investor Fund
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Oppenheimer Portfolio Series: Conservative 1,867,938.769
Investor Fund
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Oppenheimer Portfolio Series: Moderate 3,298,151.607
Investor Fund
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Oppenheimer Real Estate Fund 8,558,570.572
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-----------------------------------------------------------------------
Oppenheimer Select Value Fund 1,788,623.785
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Oppenheimer Tremont Market Neutral Fund, LLC 63,819,770.47
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Oppenheimer Tremont Opportunity Fund, LLC 81,024,115.41
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Beneficial Owners. Occasionally, the number of shares of a 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 the Record Date, to the best
of the knowledge of each Fund, the following shareholders owned of record or
beneficially owned 5% or more of any class the outstanding voting shares of such
Fund:
OFI Tremont Core Strategies Hedge Fund
American Express Trust Company, as Trustee for The American Express Retirement
Plan, 991 ACP Financial Center, Minneapolis, Minnesota 55747, which owned
25,610.010 shares of the Fund (representing approximately 10.6% of the Fund's
then outstanding shares).
SCI Cash Balance Plan, 1929 Allen Parkway, Houston, Texas 77070, which owned
24,662.463 shares of the Fund (representing approximately 10.2% of the Fund's
then outstanding shares).
Seattle City Employees' Retirement System, 801 Third Avenue, Suite 300, Seattle,
Washington 98104, which owned 20,804.967 shares of the Fund (representing
approximately 8.6% of the Fund's then outstanding shares).
Boehringer Ingelheim Corporation and its Affiliates Master Investment Trust, 900
Ridgebury Road, Ridgefield, Connecticut 06877, which owned 17,407.742 shares of
the Fund (representing approximately 7.2% of the Fund's then outstanding shares).
Mass Mutual Pension Plan - Alternate Investment Pool - SB25, 1500 Main Street,
Springfield, Massachusetts 01115, which owned 15,749.058 shares of the Fund
(representing approximately 6.5% of the Fund's then outstanding shares).
OFI Tremont Market Neutral Hedge Fund
SCI Cash Balance Plan, 1929 Allen Parkway, Houston, Texas 77070, which owned
25,950.156 shares (representing approximately 34.8% of the Fund's then
outstanding shares).
Hawaii Carpenters Financial Security Fund, 1199 Dillingham Boulevard, #200,
Honolulu, Hawaii, which owned 11,042.685 shares of the Fund (representing
approximately 14.8% of the Fund's then outstanding shares).
Hawaii Electricians Annuity Fund, 1935 Hau Street, #300, Honolulu, Hawaii 96819,
which owned 5,522.931 shares of the Fund (representing approximately 7.4% of the
Fund's then outstanding shares).
Hawaii Electricians Pension Fund, 1935 Hau Street, #300, Honolulu, Hawaii,
96819, which owned 5,522.931 shares of the Fund (representing approximately 7.4%
of the Fund's then outstanding shares).
The H.E.B. Savings & Retirement Plan Trust, 646 South Main Avenue, San Antonio,
Texas 78204, which owned 5,407.391 shares of the Fund (representing
approximately 7.2% of the Fund's then outstanding shares).
Oppenheimer International Large-Cap Core Fund
OppenheimerFunds, Inc., 6803 South Tucson Way, Centennial, CO 80112-3924 which
owned 510,000.00 Class A shares or (representing 99.90% of the Class A shares
then outstanding).
Oppenheimer International Value Fund
MLPF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor
3, Jacksonville, Florida 32246-6484, which owned 45,540.607 Class B shares
(representing approximately 6.74% of the Fund's then outstanding Class B shares).
MLPF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor
3, Jacksonville, Florida 32246-6484, which owned 130,749.061 Class C shares
(representing approximately 15.24% of the Fund's then outstanding Class C
shares).
Oppenheimer Limited Term California Municipal Fund
MLPF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor
3, Jacksonville, Florida 32246-6484, which owned 648,947.447 Class A shares
(representing approximately 6.42% of the Fund's then outstanding Class A shares).
A G Edwards & Sons Inc. FBO Sarah Lee Pascoe TTEE, Sarah Lee Pascoe Rev. TR, One
North Jefferson, St. Louis, Missouri 63103-2287, which owned 615,661.356 Class A
shares (representing approximately 6.09% of the Fund's then outstanding Class A
shares).
Pershing LLC, PO Box 2052, Jersey City, New Jersey 07303-9998, which owned
30,029.279 Class B shares (representing approximately 9.15% of the Fund's then
outstanding Class B shares).
Pershing LLC PO Box 2052, Jersey City, New Jersey 07303-9998, which owned
26,545.971 Class B shares (representing approximately 8.09% of the Fund's then
outstanding Class B shares).
Pershing LLC, PO Box 2052, Jersey City, New Jersey 07303-9998, which owned
21,800.021 Class B shares (representing approximately 6.64% of the Fund's then
outstanding Class B shares).
Pershing LLC, PO Box 2052, Jersey City, New Jersey 07303-9998, which owned
20,978.224 Class B shares (representing approximately 6.39% of the Fund's then
outstanding Class B shares).
LPL Financial Services, 9785 Towne Centre Drive, San Diego, California
92121-1968, which owned 19,747.342 Class B shares (representing approximately
6.02% of the Fund's then outstanding Class B shares).
MLPF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor
3, Jacksonville, Florida 32246-6484, which owned 1,506,451.926 Class C shares
(representing approximately 29.93% of the Fund's then outstanding Class C
shares).
Oppenheimer Portfolio Series: Active Allocation Fund
RPSS TR Rollover IRA, FBO Pamela L. Houpe, 3104 NW Apple Harvest, Bentonville,
Arkansas 72712-3574, which owned 24,669.620 Class N shares (representing
approximately 12.01% of the Fund's then outstanding Class N shares).
RPSS TR IRA, FBO James R. McConnell, 1243 210th Street, Nodaway, Iowa
50857-7526, which owned 18,594.690 Class N shares (representing approximately
9.05% of the Fund's then outstanding Class N shares).
A. Braswell Cheryl Jumonvill TR, Vista Pacifica Ent. Inc. PSP, 3674 Pacific
Avenue, Riverside, California 92509-1948, which owned 14,285.714 Class N shares
(representing 6.95% of the Fund's then outstanding Class N shares).
RPSS TR Rollover IRA, FBO Barbara K. Pugsley Smyser, 6003 South 159th Avenue,
Omaha, Nebraska 68135-6305, which owned 10,298.298 Class N shares (representing
approximately 5.01% of the Fund's then outstanding Class N shares).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, Massachusetts
02117-9130, which owned 13,364.824 Class Y shares (representing approximately
99.25% of the Fund's then outstanding Class Y shares).
Oppenheimer Portfolio Series: Aggressive Investor Fund
OppenheimerFunds, Inc., 6803 South Tucson Way, Englewood, Colorado 80112-3924,
which owned 110,000.000 Class A shares (representing approximately 15.25% of the
Fund's then outstanding Class A shares).
RPSS TR Rollover IRA, FBO Richard P. Leclair, 1831 Careful Lane, Little Suamico,
Wisconsin 54141-9152, which owned 9,294.045 Class N shares (representing
approximately 31.18% of the Fund's then outstanding Class N shares).
RPSS TR Rollover IRA, FBO Scott D. Sawyer, 249 Meeting House Path, Ashland,
Massachusetts 01721-2369, which owned 8,295.065 Class N shares (representing
approximately 27.82% of the Fund's then outstanding Class N shares).
RPSS TR, Westool Corp., 401(k) Plan, 7383 Sulier Drive, Temperance, Michigan
48182-9510, which owned 6,231.458 Class N shares (representing approximately
20.90% of the Fund's then outstanding Class N shares).
Fahnestock & Co. Inc. FBO, Oppenheimer & Co Inc. Custodian, FBO Jerry E.
Reynolds IRA, 6451 East 350 Street, Walkerton, Indiana 46574, which owned
2,463.054 Class N shares (representing approximately 8.26% of the Fund's then
outstanding Class N shares).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, Massachusetts
02117-9130, which owned 22,630.856 Class Y shares (representing approximately
99.56% of the Fund's then outstanding Class Y shares).
Oppenheimer Portfolio Series: Conservative Investor Fund
OppenheimerFunds, Inc., 6803 South Tucson Way, Englewood, Colorado 80112-3924,
which owned 110,000.000 Class A shares (representing approximately 8.65% of the
Fund's then outstanding Class A shares).
Pershing, LLC, PO Box 2052, Jersey City, New Jersey 07303-9998, which owned
82,512.794 Class A shares (representing approximately 6.48% of the Fund's then
outstanding Class A shares).
RPSS TR Rollover IRA, FBO Stephanie Gualtieri, 157 Scranton Avenue, Staten
Island, New York 10312-3213, which owned 9,970.090 Class B shares (representing
approximately 5.91% of the Fund's then outstanding B shares).
RPSS TR IRA, FBO Annlee Sortland, PO Box 504, East Haddam, Connecticut
06423-0504, which owned 32,297.307 Class C shares (representing approximately
7.92% of the Fund's then outstanding Class C shares).
RPSS TR IRA, FBO Martha I. Whiteman, 8505 Brent Drive, Cincinnati, Ohio
45231-4908, which owned 24,822.299 Class C shares (representing approximately
6.08% of the Fund's then outstanding C shares).
RPSS TR Conv. Roth IRA, FBO John Trimarchi, 47 Ivy Land, Stormville, New York
12582-5307, which owned 3,093.948 Class N shares (representing approximately
22.10% of the Fund's then outstanding Class N shares).
RPSS TR Rollover IRA, FBO Ernie J Ulibarri, 2361 East 126th Loop, Thornton,
Colorado 80241-2765, which owned 940.594 Class N shares (representing
approximately 6.71% of the Fund's then outstanding Class N shares).
RPSS TR Rollover IRA, FBO Janet Meluzio, 52 Osage Drive, West Milford, New
Jersey 07480-4543, which owned 1,071.650 Class N shares (representing
approximately 7.65% of the Fund's then outstanding Class N shares).
RPSS TR IRA, FBO Elisa Kessler, 4 Yacht Club Drive, Apartment 23, Daphne,
Alabama 36526-7190, which owned 2,515.384 Class N shares (representing
approximately 17.96% of the Fund's then outstanding Class N shares).
RPSS TR, The Phoenix Agency, 401(k) Plan, 5750 Shattalon Drive, Winston Salem,
North Carolina 27105-1381, which owned 3,863.206 Class N shares (representing
approximately 27.29% of the Fund's then outstanding Class N shares).
RPSS TR IRA, FBO Evelyn C. Sutton, 15719 NE Fargo Court, Portland, Oregon
97230-4442, which owned 1,919.524 Class N shares (representing approximately
13.71% of the Fund's then outstanding Class N shares).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, Massachusetts
02117-9130, which owned 5,889.616 Class Y shares (representing approximately
92.33% of the Fund's then outstanding Class Y shares).
Oppenheimer Portfolio Series: Moderate Investor Fund
RPSS TR Rollover IRA, FBO David J. Zimmerman, 1228 IDA Street, Cincinnati, Ohio
45202-1505, which owned 59,953.341 Class C shares (representing approximately
7.74% of the Fund's then outstanding Class C shares).
First Clearing LLC, 45 Tudor City Place, Apartment 1306, New York, New York
10017-7608, which owned 44,776.119 Class C shares (representing approximately
5.78% of the Fund's then outstanding Class C shares).
RPSS TR IRA, FBO Alva D. Swearingen, 1729 Quail Valley Way, Columbia, South
Carolina 29212-1540, which owned 13,482.490 Class N shares (representing
approximately 21.25% of the Fund's then outstanding Class N shares).
NFS LLC FEBO, NFSFMTC IRA, 115 Acorn Drive, Chestertown, Maryland 21620, which
owned 8,281.718 Class N shares (representing approximately 13.05% of the Fund's
then outstanding Class N shares).
RPSS TR, The Phoenix Agency, 401(k) Plan, 5750 Shattalon Drive, Winston Salem,
North Carolina 27105-1381, which owned 6,455.400 Class N shares (representing
approximately 10.17% of the Fund's Class N shares).
RPSS TR Rollover IRA, 52 Osage Drive, West Milford, New Jersey 07480-4543, which
owned 4,902.462 Class N shares (representing approximately 7.73% of the Fund's
then outstanding Class N shares).
UMB Bank N.A. CF, Foothill-De Anza CC 403(b), FBO Mike Holler, 1260 Day Valley
Rdg., Aptos, California 95003-9326, which owned 4,546.496 Class N shares
(representing approximately 7.16% of the Fund's then outstanding Class N shares).
RPSS Cust. 403(b) Plan, Saratoga Springs City School, FBO Brenda Adams, 5 Lolik
Lane, Scotia, New York 12302-3815, which owned 3,881.803 Class N shares
(representing approximately 6.12% of the Fund's then outstanding Class N shares).
Taynik & Co., C/O Investors Bank & Trust, PO Box 9130, Boston, Massachusetts
02117-9130, which owned 20,591.894 Class Y shares (representing approximately
99.51% of the Fund's then outstanding Class Y shares).
Oppenheimer Real Estate Fund
Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield,
Massachusetts 01111-0001, which owned 439,449.368 Class A shares (representing
approximately 9.42% of the Fund's then outstanding Class A shares).
Mass Mutual Life Insurance Co., Separate Investment Account, 1295 State Street,
Springfield, Massachusetts 01111-0001, which owed 346,357.089 Class A shares
(representing approximately 7.42% of the Fund's then outstanding Class A shares).
RPSS TR, Westlie Motor Co., 401(k) Plan, 500 South Broadway, Minot, North
Dakota, 58701-4451, which owned 25,898.455 Class N shares (representing
approximately 9.35% of the Fund's then outstanding Class N shares).
Community Bank N.A. Cust., Auburn Memorial Hospital 403(b), 6 Rhoads Drive,
Utica, New York 13502-6317, which owned 24,990.261 Class N shares (representing
approximately 9.02% of the Fund's then outstanding Class N shares).
MLPF&S for the sole benefit of it customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, Florida 32246-6484, which owned 15,702.714 Class N shares
(representing approximately 5.67% of the Fund's then outstanding Class N shares).
RPSS TR, Sonman Inc. PSP, 401(k) Plan, 380 Commerce Parkway, Rockledge, Florida
32955-4208, which owned 15,245.505 Class N shares (representing approximately
5.50% of the Fund's then outstanding Class N shares).
Mass Mutual Pension Plan, Alternate Invest Pool SA SB25, 1295 State Street,
Springfield, Massachusetts 01111-0001, which owned 1,274,712.011 Class Y shares
(representing approximately 73.58% of the Fund's then outstanding Class Y
shares).
Oppenheimer Portfolio Series, Active Allocation, 6803 South Tucson Way,
Centennial, Colorado 80112-3294, which owned 196,668.659 Class Y shares
(representing approximately 11.35% of the Fund's then outstanding Class Y
shares).
Oppenheimer Portfolio Series, Moderate Investor, 6803 South Tucson Way,
Centennial, Colorado 80112-3924, which owned 89,423.021 Class Y shares
(representing approximately 5.16% of the Fund's then outstanding Class Y shares).
Oppenheimer Select Value Fund
RPSS TR Rollover IRA, FBO Lawrence R. Stamper, 23205 SE 57th Street, Issaquah,
Washington 98029-8905, which owned 17,820.995 Class N shares (representing
approximately 31.40% of the Fund's then outstanding Class N shares).
Taynik & Co., C/O Investors Bank & Trust, PO Box 9130, Boston, Massachusetts
02117-9130, which owned 30,992.360 Class Y shares (representing approximately
99.77% of the Fund's then outstanding Class Y shares).
Oppenheimer Tremont Market Neutral Fund, LLC
OppenheimerFunds Distributors, Inc., 6803 South Tucson Way, Centennial, Colorado
80112-3924, which owned 15,234,866.49 shares of the Fund (representing
approximately 23.87% of the Fund's shares)
Oppenheimer Tremont Opportunity Fund LLC
OppenheimerFunds, Inc., 6803 South Tucson Way, Centennial, Colorado 80112-3924,
which owned 11,271,608.96 shares of the Fund (representing approximately 13.91%
of the Fund's shares)
The Manager, Tremont Partners, Inc., the Distributor, and Transfer Agent.
Subject to the authority of the Board, except for the OFI Tremont Core
Strategies Hedge Fund, OFI Tremont Market Neutral Hedge Fund, OFI Tremont
Opportunity Hedge Fund and OFI Tremont Market Neutral Hedge Fund (collectively,
the "Tremont Funds"), the Manager is responsible for the day-to-day management
of the Funds' business pursuant to its investment advisory agreement with each
Fund. Tremont Partners, Inc., an affiliate of the Manager, has been assigned
responsibility for providing day-to-day investment management services to the
four Tremont Funds, subject to the supervision of the Manager.
OppenheimerFunds Distributor, Inc. (the "Distributor"), a wholly owned
subsidiary of the Manager, is the general distributor of the Funds' 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 Funds.
The Manager (including affiliates and subsidiaries) managed assets of more
than $180 billion as of June 30, 2005, including more than 80 funds with more
than seven 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").
Tremont Partners, Inc. is a majority-owned subsidiary of OAC. The Manager and
OAC are located at Two World Financial Center, 225 Liberty Street, New York, NY
10281-1008. Tremont Partners, Inc. is located at 555 Theodore Fremd Avenue,
Rye, New York 10580. MassMutual is located at 1295 State Street, Springfield,
Massachusetts 01111. OAC acquired the Manager on October 22, 1990 and its
majority interest in Tremont Partners, Inc. on October 1, 2001. 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 Funds and John
V. Murphy, who serves as an officer and a Trustee of the Funds.
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; Michael Baldwin, Executive Vice
President; 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.
MORE ON PROXY VOTING AND THE MEETING
General information about Proxy Voting
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 shared equally by the Manager and the
Funds. Costs paid by the Funds will be allocated among the Funds on the basis
of relative net assets. 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, by telephone or
by any other electronic means available.
Proxies also may be solicited by a proxy solicitation firm hired at the
Funds' expense to assist in the solicitation of proxies. It is estimated the
cost of engaging a proxy solicitation firm may be approximately $19,000.
Brokers, banks and other fiduciaries may be required to forward soliciting
material to their principals on behalf of the Funds and to obtain authorization
for the execution of proxies. For those services, they will reimbursed by the
Funds for their expenses to the extent the Funds would have directly borne those
expenses.
Currently, if any 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 a 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 a 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 Funds. 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.
If a shareholder wishes to participate in the Meeting, but does not wish
to give his or her proxy telephonically, the shareholder may still submit the
proxy ballot originally sent with the Proxy Statement in the postage paid
envelope provided, via the internet 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 1-800-225-5677 (1-800-CALL-OPP). Any
proxy given by a shareholder, whether in writing, by telephone or via the
internet, is revocable as described below under the paragraph titled "Revoking a
Proxy."
Please take a few moments to complete your proxy ballot promptly. You may
vote your shares by completing and signed the enclosed proxy ballot(s) and
mailing the proxy ballot in the postage paid envelope provided. You also may
vote your shares by telephone or via the internet by following the instructions
on the attached proxy ballot(s) and accompanying materials. You also may cast
your vote by attending the Meeting in person if you are a record owner.
Telephone Voting. The Funds have arranged to have votes recorded by telephone.
Please have the proxy ballot in hand and call the number on the enclosed
materials 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 by following the
instructions in the enclosed materials. You will be prompted to enter the
control number on the enclosed proxy ballot. Follow the instructions on the
screen, using your proxy ballot 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) give or authorize the giving of a proxy, as record holder
of such shares, to vote such shares in connection with the proposals.
Beneficial owners of street account shares cannot vote at the meeting. Only
record owners may vote 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 (but not broker non-votes) will have the
same effect as a vote against the relevant 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 Funds' other shareholders have been timely received.
Quorum.
Proposal 1: Electing Trustees:
(a) Shareholders of Oppenheimer Active Allocation Fund, Oppenheimer Aggressive
Investor Fund, Oppenheimer Conservative Investor Fund and
Oppenheimer Moderate Investor Fund (each a series of Oppenheimer
Portfolio Series) will vote together. The presence in person or
by proxy of the holders of record of one-third of the three Funds'
aggregate total shares outstanding and entitled to vote
constitutes a quorum at the Meeting
(a) Shareholders of all other Funds will vote separately. Except for
Oppenheimer Tremont Market Neutral Fund, LLC and Oppenheimer
Tremont Opportunity Fund LLC, the presence in person or by proxy
of the holders of record of one-third of each Fund's shares
outstanding and entitled to vote constitutes a quorum. For
Oppenheimer Tremont Market Neutral Fund, LLC and Oppenheimer
Tremont Opportunity Fund LLC, the presence in person or by proxy
of the holders of record of a majority of each Fund's shares
outstanding and entitled to vote constitutes a quorum.(b)
Shares over which broker-dealers have discretionary voting power and
shares whose proxies reflect an abstention on the proposal are all counted as
shares present and entitled to vote for purposes of determining whether the
required quorum of shares exists for the proposal.
Proposal 2: Changes to or Elimination of, Fundamental Investment Policies.
Shareholders of each Fund will vote separately on each applicable
sub-proposal in Proposal 2. The presence in person or by proxy of the holders
of record of more than 50% of each Fund's shares outstanding and entitled to
vote constitutes a quorum for the sub-proposals in Proposal 2.
Shares that represent broker non-votes can not be voted for any
sub-proposal and are not counted as shares present. Shares whose proxies
reflect an abstention on any sub-proposal are counted as shares present and
entitled to vote for purposes of determining whether the required quorum of
shares exists for each sub-proposal.
Required Vote
Persons nominated as Trustees must receive a plurality of the votes cast,
which means that the eleven (11) nominees receiving the highest number of
affirmative votes for each Fund cast at the Meeting will be elected.
Each sub-proposal item contained in Proposal 2 requires the approval of a
"majority of the outstanding voting securities" of each Fund voting separately.
A "majority of the outstanding voting securities" means the lesser of one more
than half of the number of shares that are issued and outstanding as of the
Record Date or 67% of the voting shares of the Fund present at the Special
Meeting if more than 50% of the voting shares of the Fund are present at the
Special Meeting in person or by proxy. Abstentions will have the effect of a
"no" vote of obtaining requisite approval for the sub-proposals in Proposal 2.
Shareholders of the Tremont Funds do not have any appraisal or dissenter rights
in connection with any of the matters discussed in this Proxy Statement.
In the event a quorum is not present or sufficient votes in favor of one
of the proposals set forth in the Notice of Meeting of Shareholders or 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 Funds' shareholders. A vote may be taken on a 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.
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, internet or mail.
With respect to nominees for Trustees, you may direct the proxy holders to
vote your shares "FOR ALL" Trustees or "FOR ALL EXCEPT" certain Trustees for
whom you choose to withhold authority to vote, or you may direct the proxy
holders to "WITHHOLD AUTHORITY FOR ALL" Trustees, in each case by checking the
appropriate boxes. With respect to each sub-proposal in Proposal 2, you may
direct the proxy holders to vote your shares on the sub-proposal by checking the
appropriate box "FOR" or "AGAINST", or instruct them not to vote those shares on
the sub-proposal by checking the "ABSTAIN" box.
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 and
in favor of each sub-proposal in Proposal 2.
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 Funds 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 Funds are not required and do not intend to
hold shareholder meetings on a regular basis. Special meetings of shareholders
may be called from time to time by either a Fund or the shareholders (for
certain matters and under special conditions described in the Funds' Statements
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 a 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 a 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.
Shareholder Communications to the Board
Shareholders who desire to communicate generally with the Board should
address their correspondence to the Board of Trustees (or Managers, as
applicable) of the applicable Fund and may submit their correspondence by mail
to the Fund at 6803 South Tucson Way, Centennial, CO 80112, attention Secretary
of the Fund; and if the correspondence is intended for a particular
Trustee/Manager, the shareholder should so indicate.
Reports to Shareholders and Financial Statements
The Annual Report to Shareholders of each Fund (if available), including
financial statements of the Fund, has previously been sent to shareholders.
Upon request, each Fund's most recent annual and subsequent semi-annual report
(when available) is available at no cost. To request a report, depending on the
Fund for which you are a shareholder, please call the following numbers:
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If you are a shareholder in: Please call 1-800-225-5677
(1-800-CALL-OPP) to request a
International Large-Cap Core Fund report; or
International Value Fund
Limited Term California Municipal Fund Write to the Funds at
Portfolio Series-Active Allocation Fund OppenheimerFunds Services,
Portfolio Series-Aggressive Investor Fund P.O. Box 5270, Denver,
Portfolio Series-Conservative Investor Fund Colorado 80217-5270.
Portfolio Series-Moderate Investor Fund
Real Estate Fund
Select Value Fund
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If you are a shareholder in: Please call 1-866-634-6220 to
request a report; or
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund Write to the Funds at:
[Fund Name], 6803 South
Tucson Way, Centennial,
Colorado 80112.
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If you are a shareholder in: Please call 1-800-858-9826 to
request a report; or
Tremont Market Neutral Fund, LLC
Tremont Opportunity Fund, LLC Write to the Funds at:
[Fund Name], P.O. Box 5270
Denver, Colorado 80217-5270.
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To avoid sending duplicate copies of materials to households, the Funds
mail only one copy of each report to shareholders having the same last name and
address on the Funds' records. The consolidation of these mailings, called
householding, benefits the Funds 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 1.800.647.7374.
You may also notify the transfer agent in writing at 6803 South Tucson Way,
Centennial, Colorado 80112.Individual copies of prospectuses and reports will be
sent to you within 30 days after the transfer agent receives your request to
stop householding.
OTHER MATTERS
The Trustees do not intend to bring any matters before the Meeting other
than the Proposals described in this Proxy Statement 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.
Section 16(a) of the 1934 Act requires the four Tremont Funds' officers
and trustees, and persons who own more than 10% of a registered class of a
Fund's equity securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and the New York Stock Exchange.
Officers, trustees and greater than 10% shareholders are required by SEC
regulations to furnish the Fund with copies of all Section 16(a) forms they
file. Based solely on a review of the copies of Section 16(a) forms furnished
to the four Tremont Funds, or written representations that no Forms 5 were
required, each Fund believes that during the fiscal year ended October 31, 2004
all Section 16(a) filing requirements applicable to its officers, trustees and
greater than 10% beneficial owners were complied with.
By Order of the Board of Trustees/Managers
Robert G. Zack, Secretary
July 28, 2005
APPENDIX A
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AMENDED AND RESTATED CHARTER OF THE
AUDIT COMMITTEE
OF THE
Board IV Oppenheimer Funds
(Adopted May 21, 2003, revised October 22, 2003, further revised September 15,
2004)
The Audit Committee shall assist the Boards of the "Board IV Oppenheimer
funds" (each, a "Fund" and collectively, the "Funds") in connection with the
Boards' oversight of the integrity of each Fund's semi-annual and annual
financial statements, its compliance with legal and regulatory requirements, the
qualifications and independence of its independent auditors and the performance
of its independent auditors and the internal audit function. The Committee shall
oversee the accounting and financial reporting processes and audits of the
financial statements of the Funds, and shall assist the Boards of
Trustees/Directors of the Funds in carrying out other functions assigned to it
by the Boards.
In carrying out its functions, the Committee shall have the following
responsibilities, functions and authority:
1. The Committee shall be responsible for the appointment, subject, if
applicable, to shareholder ratification, (or decision to terminate),
compensation and oversight of the work of the independent certified public
accountants and auditors of each Fund, and registered public accounting
firm, if applicable, (the "Auditors") for the purpose of preparing or
issuing audit reports or related work. The Auditors shall report directly
to the Committee.
1.01 As a condition or retaining the Auditors or continuing their engagement,
the Committee shall require the Auditors to rotate the lead or
concurring audit partner for a Fund at least every five fiscal
years.
1.02 As a condition of engaging the Auditors or continuing their engagement,
the Committee shall ascertain that the Fund's Chief Executive
Officer, Controller (if any), Chief Financial Officer, Chief
Accounting Officer (if any) or any person serving in an
equivalent position was not employed by the Auditors and did not
participate in any capacity on behalf of the Auditors in the
audit of the Fund during the one-year preceding the date of the
initiation of the audit for which the Auditors are engaged.
1.03 Upon the request of the Auditors or fund management, the Committee Chair
-----------------------------------------------------
shall have the authority to pre-approve the performance by the
Auditors of any non-audit service, including tax services, for a
Fund, if such service is not a prohibited service under Section
201 of the Sarbanes-Oxley Act of 2002, and such pre-approval
shall be required before any such service may be performed for a
Fund. The Committee Chair shall timely advise the Chief
Executive Officer and Chief Financial Officer of the Fund (or
whoever shall be responsible for preparing and filing a Fund's
reports under Section 13(a) of the Securities Exchange Act of
1934) of the approval of such non-audit service and shall direct
that such service be disclosed in such reports.
2. The Committee shall maintain a direct line of communication and meet with
the Auditors for each Fund to review at least annually, based upon
information provided by the Auditors:
2.01 The scope of audits and audit reports;
2.02 The personnel, staffing, qualifications and experience of the Auditors;
2.03 The independence of the Auditors, including certification by the Auditors
of their independence and assurances by the Auditors that they
have not provided to such Fund any non-audit services that are
prohibited by the Sarbanes-Oxley Act of 2002, including:
(a) bookkeeping or other services related to the accounting records or
financial statements of the Fund;
(b) financial information systems design and implementation;
(c) appraisal or valuation services, fairness opinions or contribution-in-kind
reports;
(d) actuarial services;
(e) internal audit outsourcing services;
(f) management functions or human resources;
(g) broker or dealer, investment adviser, or investment banking services;
(h) legal services or expert services unrelated to audit; and
(i) any other service that the Public Company Accounting Oversight Board
determines is impermissible.
2.04 The Auditor's internal quality-control procedures and any material
issues raised by the most recent internal quality-control review, or
peer review, of the firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding five
years, respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues;
2.05 The compensation of the Auditors;
2.06 The audited financial statements and other financial information
submitted by the Auditors;
2.07 All material written communications between the officers of the Fund, and
officers of its investment manager, and the Auditors, including
(without limitation) any management letters submitted by the
Auditors in connection with audits of financial statements of such
Fund and the responses of the Fund's management;
2.08 All recommendations and comments submitted to the Boards of the
Funds or the Committee by the Auditors, either written or verbal;
2.09 All critical accounting policies and practices to be used; all
alternative treatments of financial information within generally
accepted accounting principles that have been discussed with
management of a Fund, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the
Auditors; changes in accounting and auditing procedures, principals,
practices, standards and reporting;
2.10 Determination of areas of substantial risk in accurate reporting of
financial results and operations of the Fund;
2.11 Any problems or difficulties encountered in the course of the audit
of the Fund, and management's response;
2.12 The qualifications of the principal financial officer of the Funds;
2.13 Matters required to be discussed pursuant to Statement of Auditing
Standards No. 61; and
2.14 Tax matters affecting the Fund, including:
(a) Compliance with the provisions of the Internal Revenue Code and
regulations, including annual reviews for such Fund concerning
qualification as a regulated investment company under the
Internal Revenue Code; and
(b) Tax legislation and rulings.
3. The Committee shall also receive and review reports and materials
submitted by any certified public accounting or auditing firm concerning
the following matters:
3.01 Reports concerning the policies, procedures, operating effectiveness and
internal controls of the investment manager's accounting
Department,
3.02 Reports concerning portfolio accounting system software used by the
investment manager and its Accounting Department's use and
implementation thereof;
3.03 Reports concerning the internal controls and performance of the Funds'
Transfer Agent under and compliance with shareholder servicing
and transfer agency agreements which relate to Fund accounting
matters or a Fund's financial statements; and
3.04 Reports and materials concerning the classes of shares of the Funds,
including the Manager's operations and control policies and
procedures, net asset value per share calculations, dividend and
distribution determinations and allocations of income and
expenses.
4. The Committee shall also consider and review the following matters:
4.01 Reports from the Internal Auditing Department of the Funds' investment
manager and the Committee shall from time to time meet with the
investment manager's internal audit staff to discuss the reports;
4.02 Annual and semi-annual reports for the Funds, and the Committee shall from
time to time meet with appropriate personnel of the investment
manager's Accounting Department for this purpose;
4.03 Risk assessment and risk management policies of the Funds and the
investment manager;
4.04 Matters relating to a Fund's Custodian(s);
4.05 Valuation of portfolio investments, including determinations of fair
value or the procedures for the determination of the fair value of
any such investments as do not have a readily ascertainable market
value;
4.06 Compensation of legal counsel to the Funds and the independent
trustees/directors of the Funds;
4.07 Reports concerning allocations of fidelity blanket bond, D&O/E&O,
and money market default insurance premiums and coverages;
4.08 Reports concerning multi-peril property and casualty insurance;
4.09 Reports concerning undistributed income and capital gains, and other
items pertaining to Fund dividends and their accruals;
4.10 Review of periodic reports from each Fund's Chief Executive Officer
and Chief Financial Officer (or any disclosure committee of the
investment manager of the Fund or whoever is responsible for the
preparation and filing of the Fund's periodic reports under the
Securities Exchange Act of 1934) on disclosure controls and
procedures required under Rules 13a-15 and 15d-15 (as they may be
amended from time to time) of the Securities Exchange Act of 1934,
and the evaluation of the effectiveness of the design and operation
of such disclosure controls and procedures and the identification of
significant changes thereto;
4.11 Reports from the investment manager concerning compliance with Fund
policies as well as applicable regulations and laws;
4.12 Reports from the Chief Executive Officer and Chief Financial Officer of
-----
the Funds as to the certification of periodic reports filed under
the Securities Exchange Act of 1934.
4.13 Any other matters referred to it by the Board or Chief Executive
Officer of any Fund.
5. The Committee shall recommend to the Board of each Fund whether its
audited and semi-annual financial statements should be published and
included in any filing with the Securities and Exchange Commission,
including, without limitation, the annual report to shareholders required
by Rule 30d-1 under the Investment Company Act of 1940 (the "1940 Act").
6. The Committee shall evaluate and make recommendations regarding the
compensation and expenses paid and other benefits provided by the Funds to
the independent and interested Board members.
7. The Committee shall select and nominate for approval by the Board nominees
for new independent Board members. The Committee may, but need not,
consider the advice and recommendation of the Funds' investment manager
and its affiliates in making the selection.
8. The Committee shall render reports to the Boards with respect to the
results of its reviews and its recommendations, if any.
9. The Committee shall consider and make recommendations to the Board
regarding adoption of fund governance policies and practices, including
consideration of legal requirements and "best practices" recommended or
adopted by investment company trade associations, auditing firms or other
professional organizations.
10. The Committee shall receive and review reports to be provided by the
investment manager of the Funds, or the investment manager's affiliates,
legal counsel, and/or auditors, disclosing in a timely manner any material
impairment of the investment manager's ability to provide effective
investment management, shareholder servicing, or distribution services to a
Fund or the Funds, including without limitation any material financial
impairment, material accounting irregularities, material adverse litigation
or regulatory proceeding or investigation, or material adverse public
relations matter affecting the investment manager, the general distributor,
and/or the transfer agent and/or its or their key management personnel.
11. The Committee shall establish and periodically review procedures for: (A)
the receipt, retention and treatment of complaints received by the Funds
regarding accounting, internal accounting controls, or auditing matters;
and (B) the confidential, anonymous submission by employees of the Funds,
investment manager, transfer agent, general distributor, or any other
provider of accounting related services for the Funds of concerns regarding
accounting or auditing matters related to the Funds.
12. The Committee shall serve as the Fund's Qualified Legal Compliance
Committee ("QLCC") pursuant to the Securities and Exchange Commission's
"Standards of Professional Conduct for Attorneys Appearing and Practicing
Before the Commission in the Representation of an Issuer" as set forth in
17 CFR, Part 205.2 of Title 17, Chapter II of the Code of Federal
Regulations ("SEC Attorney Reporting Regulations") and the Funds'
compliance procedures implementing those standards for the attorneys who
represent the Funds before the Securities and Exchange Commission ("Fund's
Attorney Reporting Procedures"). The QLCC shall establish procedures for
the confidential receipt, retention and consideration of any report of
Evidence of a Material Violation" (as that term is defined in the SEC
Attorney Reporting Regulations.
12.01 The QLCC shall have the authority and responsibility to (i) notify the
Fund's Chief Legal Officer and Chief Executive Officer (or the
equivalents thereof) of any Evidence of a Material Violation (ii) to
determine if an investigation is warranted, and if so, to direct the
Chief Legal Officer or Outside Counsel (as that term is defined in
the Fund's Attorney Reporting Procedures) to conduct such an
investigation, notify the Board of such investigation, and retain
expert personnel; (iii) at the conclusion of the investigation, to
recommend, by majority vote, that the Fund implement an appropriate
response to Evidence of a Material Violation, and inform the Chief
Legal Officer, Chief Executive Officer (or the equivalents thereof)
and the Board of the result of the investigation and appropriate
remedial measures.
12.02 The QLCC shall have the authority and responsibility, acting by majority
vote, to take "all other appropriate action," including the
authority to notify the Securities and Exchange Commission of the
Fund's failure to take appropriate action.
13. The Committee shall meet upon the call of the Chairman and the Committee
may set its agendas and the places and times of Committee meetings. The
Committee may request reports and other information from the Funds'
investment manager, general distributor, and Transfer Agent and may
request officers and personnel of such entities to meet with the Committee
from time to time. The Committee shall periodically meet, assisted at its
discretion by outside legal counsel or other advisors, alone and outside
the presence of personnel of such entities, and separately with the
Auditors or with internal auditors. The Committee may employ and meet
with any experts and other persons as it deems necessary to perform its
functions. The Committee shall keep minutes and records of its meetings
and shall report to the Board.
14. The Committee shall be composed of at least three members, all of whom are
independent Board members (those who are not "interested persons" of the
Fund as defined by section 2(a)(19) of the 1940 Act.
15. The Committee shall establish procedures to determine whether any of its
members is a "financial expert" (as defined by the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002).
16. Committee members shall not accept any consulting, advisory or other
compensatory fee from a Fund except in their capacity as a member of the
Committee, the Board of Trustees/Directors, or any other committee of the
Board.
17. The term of the Chairman of the Committee shall be one year. The Chairman
and the Members of the Committee shall be appointed by the Chairman of the
Board of the Funds, provided that the Chairman of the Board of the Funds
is an independent Board member, otherwise by the full Board.
18. The Committee shall have the authority to engage independent legal counsel
(which may be the same counsel as counsel to the independent
Trustees/Directors of the Board) and other advisers as it deems necessary
to carry out its duties.
19. The Committee shall review this Charter and its own performance annually
and recommend to the Boards any changes to the Charter that the Committee
deems appropriate. This Charter may be amended or modified from time to
time by the Board of any Fund with respect to that Fund.
Amended and approved by the Boards of the Board IV
Oppenheimer Funds on September 15th, 2004
/s/ Robert G. Zack
------------------
Robert G. Zack
Secretary of the Funds
[Insert Ballot]
PROXY
CARD OPPENHEIMER
FUNDS PROXY CARD
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 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 Joint Special Meeting of Shareholders to be held at 6803 South Tucson
Way, Centennial, Colorado, 80112, on September 26, 2005, at 1:00 P.M. Mountain time, or at
any adjournment thereof, upon the proposal described in the Notice of Meeting and
accompanying Proxy Statement, which have been received by the undersigned.
This proxy is solicited on behalf of each Fund's Board of Trustees/Directors, and the
proposals (set forth on this proxy card) have been proposed by the Board of
Trustees/Directors.
When properly executed, this proxy will be voted as indicated or "FOR" the proposals 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 THE INTERNET:
https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-241-6192
999 9999 9999 999
FUNDS FUNDS FUNDS FUNDS
----- ----- ----- -----
OFI Core Strategies Hedge OFI Market Neutral Hedge International Lrge
Cap Core International Value
Limited Term CA Municipal Portfolio Series Active Allocation
Portfolio Series Aggressive Investor Portfolio Series Conservative Investor
Portfolio Series Moderate Investor Real Estate Select Value
OPP Market Neutral LLC OPP Opportunity LLC
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. To elect a Board of Trustees
01 Matthew P. Fink 02 Robert G. Galli 03 Phillip A. Griffiths
04 Mary F. Miller 05 Joel W. Motley 06 John V. Murphy
07 Kenneth A. Randall 08 Russell S. Reynolds, Jr. 09 Joseph M. Wikler
10 Peter I. Wold 11 Clayton K. Yeutter
If you wish to withhold authority to vote your shares "FOR" a particular nominee, mark the
"FOR ALL EXCEPT" box and write the nominee's number(s) on the line provided. Your shares
will be voted "FOR" any remaining nominee(s).
2. To approve changes to, or the elimination of certain fundamental investment policies of
the Funds
2.a. To Approve Changes to the Funds' Policies on Borrowing
FOR AGAINST ABSTAIN FOR AGAINST
ABSTAIN FOR AGAINST ABSTAIN
OFI Core Strategies Hedge OFI Market Neutral Hedge Real Estate
OPP Market Neutral LLC OPP Opportunity LLC
2.b. To Approve Changes to the Funds' Fundamental Investment Policies Regarding Concentration
of Investments in an Industry
FOR AGAINST ABSTAIN FOR AGAINST
ABSTAIN FOR AGAINST ABSTAIN
International Lrge Cap Core International Value Limited Term CA Municipal
Real Estate
2.c. To Reclassify Investing in Other Investment Companies as a Non-Fundamental Policy
FOR AGAINST ABSTAIN FOR AGAINST
ABSTAIN
Real Estate Select Value
2.d. To Approve Changes to the Funds' Fundamental Investment Policies Regarding Making Loans
FOR AGAINST ABSTAIN FOR AGAINST
ABSTAIN FOR AGAINST ABSTAIN
OFI Core Strategies Hedge OFI Market Neutral Hedge Limited Term CA Municipal
Real Estate OPP Market Neutral LLC OPP Opportunity LLC
2.e. To Approve Changes to the Funds' Fundamental Investment Policies Regarding Investments
in Real Estate and Commodities
FOR AGAINST ABSTAIN FOR AGAINST
ABSTAIN FOR AGAINST ABSTAIN
OFI Core Strategies Hedge OFI Market Neutral Hedge International Lrge Cap Core
International Value Limited Term CA Municipal Real Estate
OPP Market Neutral LLC OPP Opportunity LLC
2.f. To Approve Changes to the Funds' Fundamental Investment
Policies Regarding Issuing Senior Securities
FOR AGAINST ABSTAIN FOR AGAINST
ABSTAIN FOR AGAINST ABSTAIN
OFI Core Strategies Hedge OFI Market Neutral Hedge International Lrge Cap Core
International Value Limited Term CA Municipal Real Estate
Select Value OPP Market Neutral LLC OPP Opportunity LLC