Oppenheimer Limited-term Bond Fund Inactive
Filed: 8 Jun 01, 12:00am
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No )
Filed by the registrant / X /
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material under Rule 14a-12
OPPENHEIMER U.S. GOVERNMENT TRUST
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box): N/A
/ X / No fee required.
/ / Fee Computed on table below per Exchange Act Rules 14a
-6(i)(1) 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials:
/ / 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: Philip T. Masterson
(4) Date Filed: June 7, 2001
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220_ProxyPre_Cov-14a(0601).doc
PROXY CARD OPPENHEIMER U.S. GOVERNMENT TRUST
PROXY CARD
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 28, 2001
The undersigned, revoking prior proxies, hereby appoints Brian Wixted,
Robert Bishop, and Scott Farrar, and each of them, as attorneys-in-fact and
proxies of the undersigned, with full power of substitution, to vote shares
held in the name of the undersigned on the record date at the Special
Meeting of Shareholders of Oppenheimer U.S. Government Trust (the "Fund"),
to be held at 6803 South Tucson Way, Englewood, Colorado, 80112, on August
28, 2001, at 1:00 P. M. Mountain time, or at any adjournment thereof, upon
the proposals described in the Notice of Meeting and accompanying Proxy
Statement, which have been received by the undersigned.
This proxy is solicited on behalf of the Fund's Board of Trustees, and all
proposals (set forth on the reverse of this proxy card) have been proposed
by the Board of Trustees. When properly executed, this proxy will be voted
as indicated on the reverse side or "FOR" a proposal if no choice is
indicated. The proxy will be voted in accordance with the proxy holder's
best judgement as to any other matters.
VOTE VIA THE TELEPHONE:
1-800-__________
CONTROL NUMBER:
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PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE
1. To elect a Board of Trustees:
01 Leon Levy 02 Donald W. Spiro 03 Bridget A. Macaskill
04 Robert G. Galli 05 Phillip A. Griffiths 06 Benjamin
Lipstein
07 Elizabeth B. Moynihan 08 Kenneth A. Randall 09 Edward V. Regan
10 Russell S. Reynolds, Jr. 11 Clayton K. Yeutter
If you do not wish your shares voted "FOR" a particular nominee, mark
the "For All Except" box and write the nominee's number on the line
provided below. Your shares will be voted for the remaining nominee(s).
2. To approve the replacement of certain fundamental investment policies
of the Fund with revised, non-fundamental policies:
A. Minimum Assets Invested in U.S. Government Securities
B. Purchasing Restricted or Illiquid Securities
3. To approve changes to three (3) of the Fund's fundamental investment
policies to permit the Fund to participate in an inter-fund lending
arrangement with other Oppenheimer funds
4. To Authorize the Trustees to adopt an Amended and Restated Declaration
of Trust
FOR AGAINST FOR ALL
ALL ALL EXCEPT
1.
FOR AGAINST ABSTAIN
2. A
2. B
3.
4.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:
CIR
Bridget A. Macaskill
Chairman and OppenheimerFunds Logo
Chief Executive Officer Two World Trade Center,
34th Floor New York, NY
10048-0203
800.525.7048
www.oppenheimerfunds.com
July 13, 2001
Dear Oppenheimer U.S. Government Trust Shareholder,
We have scheduled a shareholder meeting on August 28, 2001 for you to decide
upon some important proposals for the Trust. Your ballot card and a detailed
statement of the issues are enclosed with this letter.
Your Board of Trustees believes the matters being proposed for approval are
in the best interests of the Trust and its shareholders and recommends a vote
"for" the election of each of the nominees of Trustee and for each proposal.
Regardless of the number of shares you own, it is important that your shares
be represented and voted. So we urge you to consider these issues carefully
and make your vote count.
How do you vote?
To cast your vote, simply mark, sign and date the enclosed proxy ballot and
return it in the postage-paid envelope today. You also may vote by telephone
using the toll-free number on the proxy ballot. Using a touch-tone telephone
to cast your vote saves you time and helps reduce the Trust's expenses. If
you vote by telephone, you do not need to mail the proxy ballot.
Remember, it can be costly for the Trust--and ultimately for you as a
shareholder--to remail ballots if not enough responses are received to
conduct the meeting. If your vote is not received before the scheduled
meeting, you may receive a telephone call asking you to vote.
What are the issues?
o Election of Trustees. You are being asked to consider and elect the 11
nominees for Trustee. You will find detailed information on the Trustees
in the enclosed proxy statement.
o Approval of the replacement of certain fundamental investment
policies. Your approval is requested to replace certain fundamental
investment policies of the Trust with revised non-fundamental policies as
more fully described in the enclosed proxy statement.
o Approval of amendments to three fundamental investment policies. Your
approval is requested to amend three fundamental investment policies of
the Trust to permit inter-fund lending.
o Adoption of an amended and restated Declaration of Trust. Your are
being asked to authorize the Trustees to adopt an amended and restated
Declaration of Trust.
Please read the enclosed proxy statement for complete details on these
proposals. Of course, if you have any questions, please contact your
financial advisor, or call us at 1-800-525-7048. As always, we appreciate
your confidence in OppenheimerFunds and look forward to serving you for many
years to come.
Sincerely,
Bridget A. Macaskill's signature
Enclosures
XP0220.002.0701
OPPENHEIMER U.S. GOVERNMENT TRUST
6803 South Tucson Way, Englewood, CO 80112
Notice Of Meeting Of Shareholders To Be Held
August 28, 2001
To The Shareholders of Oppenheimer U.S. Government Trust:
Notice is hereby given that a Meeting of the Shareholders (the "Meeting") of
Oppenheimer U.S. Government Trust (the "Fund"), will be held at 6803 South
Tucson Way, Englewood, Colorado, 80112, at 1:00 P.M., Mountain time, on
August 28, 2001.
During the Meeting, shareholders of the Fund will vote on the following
proposals and sub-proposals:
1. To elect a Board of Trustees;
2. To approve the replacement of certain fundamental investment policies
of the Fund with revised, non-fundamental policies;
3. To approve changes to three (3) fundamental investment policies of the
Fund to permit the Fund to participate in an inter-fund lending
arrangement with other Oppenheimer funds;
4. To authorize the Trustees to adopt an Amended and Restated Declaration
of Trust; and
5. To transact such other business as may properly come before the
meeting, or any adjournments thereof.
Shareholders of record at the close of business on June 19, 2001, are
entitled to vote at the meeting. The Proposals are more fully discussed in
the Proxy Statement. Please read it carefully before telling us, through your
proxy or in person, how you wish your shares to be voted. The Board of
Trustees of the Fund recommends a vote to elect each of the nominees as
Trustee and in favor of each Proposal. WE URGE YOU TO MARK, SIGN, DATE AND
MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
July 17, 2001
PLEASE RETURN YOUR PROXY BALLOT PROMPTLY.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
220
iii
i
TABLE OF CONTENTS
Proxy Statement Page
Questions and Answers
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Proposal 1: To Elect a Board of Trustees
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Introduction to Proposals 2 and 3
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Proposal 2: To approve the replacement of certain fundamental investment
policies
of the Fund with revised, non-fundamental policies
-
Proposal 3: To approve changes to three (3) fundamental investment policies
of
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the Fund to permit inter-fund lending
Proposal 4: To authorize the Trustees to adopt an Amended and Restated
Declaration
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of Trust
Information About the Fund
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Further Information About Voting and the Meeting
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Other Matters
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EXHIBIT A: Amended and Restated Declaration of Trust A-1
OPPENHEIMER U.S. GOVERNMENT TRUST
PROXY STATEMENT QUESTIONS AND ANSWERS
Q. Who is Asking for My Vote?
A. The Trustees of Oppenheimer U.S. Government Trust (the "Fund") have
asked that you vote on several matters at the Special Meeting of
Shareholders to be held on August 28, 2001.
Q. Who is Eligible to Vote?
A. Shareholders of record at the close of business on June 19, 2001 are
entitled to vote at the Meeting or any adjournment of the
Meeting. Shareholders are entitled to cast one vote per share for
each matter presented at the Meeting. It is expected that the
Notice of Meeting, proxy ballot and proxy statement will be
mailed to shareholders of record on or about July 17, 2001.
Q. On What Matters Am I Being Asked to Vote?
A. You are being asked to vote on the following proposals:
1. To elect a Board of Trustees;
2. To approve the replacement of certain fundamental investment policies
of the Fund with revised, non-fundamental policies;
3. To approve changes to certain fundamental investment policies of the
Fund to permit the Fund to participate in an inter-fund
lending arrangement with other Oppenheimer funds; and
4. To authorize the Trustees to adopt an Amended and Restated Declaration
of Trust.
Q. How do the Trustees Recommend that I Vote?
A. The Trustees recommend that you vote:
1. FOR election of all nominees as Trustees;
2. FOR the replacement of certain fundamental investment policies of the
Fund with revised, non-fundamental policies;
3. FOR proposed changes to the Fund's fundamental investment policies to
permit inter-fund lending; and
4. FOR authorization of the Trustees to adopt an Amended and Restated
Declaration of Trust.
Q. What are the reasons for the proposed changes to some of the Fund's
fundamental investment policies?
A. Some of the Fund's current policies reflect government regulations that
no longer apply to the Fund. In other cases, the Fund's policies
are more stringent than current government regulations require.
The Fund's Trustees and the Fund's investment adviser,
OppenheimerFunds, Inc., believe that the proposed changes to the
Fund's investment policies will benefit shareholders by allowing
the Fund to adapt to future changes in the investment environment
and increase the Fund's ability to take advantage of investment
opportunities.
Q. How Can I Vote?
A. You can vote in three (3) different ways:
o By mail, with the enclosed ballot
o In person at the Meeting
o By telephone (please see the brightly-colored insert for instructions)
Voting by telephone is convenient and can help reduce the
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Fund's expenses. Whichever method you choose, please take the
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time to read the full text of the proxy statement before you
vote.
Q. How Will My Vote Be Recorded?
A. Proxy ballots that are properly signed, dated and received at or prior
to the Meeting, or any adjournment thereof, will be voted as
specified. If you specify a vote for any of the proposals, your
proxy will be voted as indicated. If you sign and date the proxy
ballot, but do not specify a vote for one or more of the
proposals, your shares will be voted in favor of the Trustees
recommendations. Telephonic votes will be recorded according to
the telephone voting procedures described in the "Further
Information About Voting and the Meeting" section below.
Q. How Can I Revoke My Proxy?
A. You may revoke your proxy at any time before it is voted by forwarding
a
written revocation or a later-dated proxy ballot to the Fund that
is received at or prior to the Meeting, or any adjournment
thereof, or by attending the Meeting, or any adjournment thereof,
and voting in person.
Q. How Can I Get More Information About the Fund?
Copies of the Fund's annual report dated August 31, 2000 and
semi-annual report dated February 28, 2001 have previously been
mailed to Shareholders. If you would like to have copies of the
Fund's most recent annual and semi-annual reports sent to you
free of charge, please call us toll-free at 1.800.525.7048, write
to the Fund at OppenheimerFunds Services, P.O. Box 5270, Denver
Colorado 80217-5270 or visit the Oppenheimer funds web site at
www.oppenheimerfunds.com.
Q. Whom Do I Call If I Have Questions?
A. Please call us at 1.800.525.7048
The proxy statement is designed to furnish shareholders with the information necessary
to vote on the matters coming before the Meeting. If you have any questions,
please call us at 1.800.525.7048.
6
OPPENHEIMER U.S. GOVERNMENT TRUST
PROXY STATEMENT
Meeting of Shareholders
To Be Held August 28, 2001
This statement is furnished to the shareholders of Oppenheimer U.S.
Government Trust (the "Fund"), in connection with the solicitation by the
Fund's Board of Trustees of proxies to be used at a special meeting of
shareholders (the "Meeting") to be held at 6803 South Tucson Way, Englewood,
Colorado, 80112, at 1:00 P.M., Mountain time, on August 28, 2001, or any
adjournments thereof. It is expected that the mailing of this Proxy Statement
will be made on or about July 17, 2001.
SUMMARY OF PROPOSALS
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Proposal Shareholders Voting
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1. To Elect a Board of Trustees All
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2. To approve the replacement of certain
fundamental investment policies of the Fund with
revised, non-fundamental policies
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a. Policy Regarding Minimum Assets Invested in
U.S. Government Securities All
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b. Policy Regarding Restricted or Illiquid All
Securities
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3. To approve changes to three (3) of the Fund's
fundamental investment policies to permit the
Fund to participate in an inter-fund lending
arrangement with other Oppenheimer funds All
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4. To Authorize the Trustees to adopt an Amended
and Restated Declaration of Trust All
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PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, eleven (11) Trustees are to be elected. If elected,
the Trustees will serve for indefinite terms until a special shareholder
meeting is called for the purpose of voting for Trustees and until their
successors are properly elected and qualified. The persons named as
attorneys-in-fact in the enclosed proxy have advised the Fund that unless a
proxy ballot instructs them to withhold authority to vote for all listed
nominees or any individual nominee, all validly executed proxies will be
voted for the election of the nominees named below.
As a Massachusetts business trust, the Fund is not required and does
not intend to hold annual shareholder meetings for the purpose of electing
Trustees. As a result, if elected, the Trustees will hold office until the
next meeting of shareholders called for the purpose of electing Trustees and
until their successors are duly elected and shall have qualified. If a
nominee should be unable to accept election or serve his or her term, the
Board of Trustees may, in its discretion, select another person to fill the
vacant position.
Each of the nominees currently serves as a Trustee of the Fund. All of
the nominees have consented to be named as such in this Proxy Statement and
have consented to serve as Trustees if elected.
A nominee with an asterisk after his or her name is an "interested
person" (as that term is defined in the Investment Company Act of 1940,
referred to in this Proxy Statement as the "1940 Act") of the Fund. They are
"interested persons" due to the positions they hold with the Fund's
investment adviser, OppenheimerFunds, Inc. (the "Manager"), or the Manager's
affiliates or other positions described. Trustees that are not "interested
persons" under the 1940 Act are referred to herein as "non-affiliated"
trustees. The nominee's beneficial ownership of Class A shares listed below
includes voting and investment control, unless otherwise indicated. All of
the Trustees own shares in one or more Oppenheimer funds.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience June 19, 2001 and % of Class Owned
Leon Levy (75) [ ]
6803 South Tucson Way
Englewood, Colorado 80112
Trustee since 1985.
General Partner of Odyssey Partners, L.P. (investment partnership) (since
1982) and Chairman of the Board of Avatar Holdings, Inc. (real estate
development) (since 1981).
Donald W. Spiro (75) [ ]
6803 South Tucson Way
Englewood, Colorado 80112
Trustee since 1985.
Chairman Emeritus of the Manager (since 1991). Formerly he held the
following positions: Chairman (November 1987 - January 1991) and a director
(January 1969 - August 1999) of the Manager; President and Director of
OppenheimerFunds Distributor, Inc., a subsidiary of the Manager and the
Fund's Distributor (July 1978 - January 1992).
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience June 19, 2001 and % of Class Owned
Bridget A. Macaskill* (52) [ ]
Two World Trade Center
New York, New York 10048-0203
Trustee since 1995.
Chairman (since August 2000), Chief Executive Officer (since September 1995)
and a director (since December 1994) of the Manager; President (since
September 1995) and a director (since October 1990) of Oppenheimer
Acquisition Corp., the Manager's parent holding company; President, Chief
Executive Officer and a director (since March 2000) of OFI Private
Investments, Inc., an investment adviser subsidiary of the Manager; Chairman
and a director of Shareholder Services, Inc. (since August 1994) and
Shareholder Financial Services, Inc. (since September 1995), transfer agent
subsidiaries of the Manager; President (since September 1995) and a director
(since November 1989) of Oppenheimer Partnership Holdings, Inc., a holding
company subsidiary of the Manager; President and a director (since October
1997) of OppenheimerFunds International Ltd., an offshore fund management
subsidiary of the Manager and of Oppenheimer Millennium Funds plc; a director
of HarbourView Asset Management Corporation (since July 1991) and of
Oppenheimer Real Asset Management, Inc. (since July 1996), investment adviser
subsidiaries of the Manager; a director (since April 2000) of
OppenheimerFunds Legacy Program, a charitable trust program established by
the Manager; President and a trustee of other Oppenheimer funds. Formerly Ms.
Macaskill held the following positions: President of the Manager (June 1991 -
August 2000); a director (until March 2001) of Prudential Corporation plc (a
U.K. financial service company).
Robert G. Galli (67) [ ]
6803 South Tucson Way
Englewood, Colorado 80112
Trustee since 1993.
A Trustee or Director of other Oppenheimer funds. Formerly he held the
following positions: Vice Chairman (October 1995 - December 1997) and
Executive Vice President (December 1977 - October 1995) of the Manager;
Executive Vice President and a director (April 1986 - October 1995) of
HarbourView Asset Management Corporation.
Phillip A. Griffiths (62) [ ]
6803 South Tucson Way
Englewood, Colorado 80112
Trustee since 1999.
The Director of the Institute for Advanced Study, Princeton, N.J. (since
1991), director of GSI Lumonics (since 2001) and a member of the National
Academy of Sciences (since 1979); formerly (in descending chronological
order) a director of Bankers Trust Corporation, Provost and Professor of
Mathematics at Duke University, a director of Research Triangle Institute,
Raleigh, N.C., and a Professor of Mathematics at Harvard University
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*Trustee who is an "Interested Person" of the Fund.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience June 19, 2001 and % of Class Owned
Benjamin Lipstein (78) [ ]
6803 South Tucson Way
Englewood, Colorado 80112
Trustee since 1985.
Professor Emeritus of Marketing, Stern Graduate School of Business
Administration, New York University.
Elizabeth B. Moynihan (71) [ ]
6803 South Tucson Way
Englewood, Colorado 80112
Trustee since 1992.
Author and architectural historian; a trustee of the Freer Gallery of Art and
Arthur M. Sockler Gallery (Smithsonian Institute), Trustees Council of the
National Building Museum; a member of the Trustees Council, Preservation
League of New York State.
Kenneth A. Randall (74) [ ]
6803 South Tucson Way
Englewood, Colorado 80112
Trustee since 1985.
A director of Dominion Resources, Inc. (electric utility holding company) and
Prime Retail, Inc. (real estate investment trust); formerly a director of
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.
Edward V. Regan (71) [ ]
6803 South Tucson Way
Englewood, Colorado 80112
Trustee since 1993.
President, Baruch College, CUNY; a director of RBAsset (real estate manager);
a director of OffitBank; formerly Trustee, Financial Accounting Foundation
(FASB and GASB); Senior Fellow of Jerome Levy Economics Institute, Bard
College; Chairman of Municipal Assistance Corporation for the City of New
York; New York State Comptroller and trustee, New York State and Local
Retirement Fund.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience June 19, 2001 and % of Class Owned
Russell S. Reynolds, Jr. (69) [ ]
6803 South Tucson Way
Englewood, Colorado 80112
Trustee since 1989.
Chairman of The Directorship Search Group, Inc. (corporate governance
consulting and executive recruiting) (since 1993); a director of Professional
Staff Limited (a U.K. temporary staffing company) (since 1995); a life
trustee of International House (non-profit educational organization), and a
trustee of the Greenwich Historical Society (since 1996).
Clayton K. Yeutter (70) [ ]
6803 South Tucson Way
Englewood, Colorado 80112
Trustee since 1991.
Of Counsel, Hogan & Hartson (a Washington, D.C. law firm) (since 1993). Other
directorships: Caterpillar, Inc. (since 1993); Zurich Financial Services
(since 1998); ConAgra, Inc. (since 1993); FMC Corporation (since 1993); Texas
Instruments Incorporated (since 1993); and Weyerhaeuser Co. (since 1999);
formerly a director of: Farmers Group Inc. (1994-2000), Zurich Allied AG
(1998-2000) and of Allied Zurich Pl.c (1998-2000).
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A. General Information Regarding the Board of Trustees.
The primary responsibility for management of the Fund rests with the
Board of Trustees. The Trustees meet regularly to review the activities of
the Fund and of the Manager. The Manager is responsible for its day-to-day
operations. Six (6) regular meetings of the Trustees were held during the
fiscal year ended August 31, 2000. Each of the incumbent Trustees was
present for at least 75% of the meetings held of the Board and of all
committees on which that Trustee served.
B. Audit Committee of Board of Trustees.
The Trustees have appointed an Audit Committee, comprised of Kenneth A.
Randall (Chairman), Benjamin Lipstein, and Edward V. Regan, all of whom are
non-affiliated Trustees. The Audit Committee met four (4) times during the
fiscal year ended August 31, 2000. The Board of Trustees does not have a
standing nominating or compensation committee.
The Audit Committee furnishes the Board with recommendations regarding
the selection of the independent auditor. The other functions of the Audit
Committee include: (i) reviewing the scope and results of audits and the
audit fees charged; (ii) reviewing reports from the Fund's independent
auditor regarding the Fund's internal accounting procedures and controls; and
(iii) establishing a separate line of communication between the Fund's
independent auditors and its non-affiliated or independent Trustees.
Based on the Audit Committee's recommendation, the Board of Trustees of
the Fund, including a majority of the non-affiliated Trustees, at a meeting
held October 12, 2000 selected KPMG LLP ("KPMG") as auditors of the Fund for
the fiscal year beginning September 1, 2000. KPMG also serves as auditors
for certain other funds for which the Manager acts as investment advisor.
During the fiscal year ended August 31, 2000, KPMG performed audit
services for the Fund including the audit of the Fund's financial statements,
review of the Fund's annual report and registration statement amendment,
consultation on financial accounting and reporting matters, and meetings with
the Board of Trustees.
1. Audit Fees.
The aggregate fees billed by KPMG for professional services rendered for
the audit of the Fund's annual financial statements for the year ended August
31, 2000 were $21,000.
2. All Other Fees.
In addition to the audit fees billed by KPMG, KPMG billed the Fund $369
for other professional services provided to the Fund for the fiscal year
ended August 31, 2000. There were no fees billed by KPMG to the Manager or
affiliates of the Manager for services rendered to the Manager or its
affiliates for the Fund's fiscal year ended August 31, 2000.
Representatives of KPMG are not expected to be present at the Meeting
but will be available should any matter arise requiring their presence.
C. Additional Information Regarding Trustees and Officers.
Each of the current Trustees also serves as a trustee or director of
other New York-based mutual funds in the OppenheimerFunds complex. The
Trustees who are not affiliated with the Manager ("Non-Affiliated Trustees")
are paid a retainer plus a fixed fee for attending each meeting and are
reimbursed for expenses incurred in connection with attending such meetings.
Each Fund in the OppenheimerFunds complex for which they serve as a director
or trustee pays a share of these expenses.
The officers of the Fund and one of the Trustees of the Fund (Ms.
Macaskill) are affiliated with the Manager and receive no salary or fee from
the Fund. The remaining Trustees of the Fund received the compensation shown
below. The compensation from the Fund was paid during the Fund's fiscal year
ended August 31, 2000. The compensation from all of the New York-based
Oppenheimer funds includes compensation received as a director, trustee or
member of a committee during the calendar year 2000. Compensation is paid for
services in the positions below their names.
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Trustee's Name Aggregate Retirement Total
Compensation
From all
Benefits New
Accrued as York-based
Part Oppenheimer
Compensation of Fund Funds (30
and Position from Fund1 Expenses Funds)2
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Leon Levy $21,124 $10,856 $171,950
Chairman
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Robert G. Galli3
Study Committee Member $6,253 $0 $191,134
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Phillip Griffiths4 $2,260 $0 $59,529
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Benjamin Lipstein $21,583 $12,708 $148,639
Study Committee
Chairman,
Audit Committee Member
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Elizabeth B. Moynihan $6,645 $555 $104,695
Study Committee Member
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Kenneth A. Randall
Audit Committee Chairman $12,273 $6,738 $96,034
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Edward V. Regan $5,526 $0 $94,995
Proxy Committee
Chairman,
Audit Committee Member
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Russell S. Reynolds, Jr. $6,152 $2,018 $71,069
Proxy Committee Member
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Donald W. Spiro $2,652 $0 $63,435
Vice Chairman
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Clayton K. Yeutter5 $3,753 $0 $71,069
Proxy Committee Member
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1. Aggregate compensation includes fees, deferred compensation, if any,
and retirement plan benefits accrued for a Trustee for the fiscal
year ending August 31, 2000.
2. For the 2000 calendar year.
3. Total Compensation for the 2000 calendar year includes compensation
received for serving as a Trustee or Director of 10 other
Oppenheimer funds.
4. Includes $2,260 deferred under the Deferred Compensation Plan described
below.
5. Includes $938 deferred under the Deferred Compensation Plan described
below.
The Fund has adopted a retirement plan that provides for payments to
retired Trustees. 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 director or trustee for any of the New
York-based Oppenheimer funds for at least 15 years to be eligible for the
maximum payment. Each Trustee's retirement benefits will depend on the amount
of the Trustee's future compensation and length of service. The Fund cannot
estimate the number of years of credited service that will be used to
determine those benefits at this time. Therefore, the amount of the
retirement benefits cannot be determined at this time.
The Board of Trustees has adopted a Deferred Compensation Plan for
independent Trustees that enables them to elect to defer receipt of all or a
portion of the annual fees they are entitled to receive from the Fund. Under
the plan, the compensation deferred by a Trustee is periodically adjusted as
though an equivalent amount had been invested in shares of one or more
Oppenheimer funds selected by the Trustee. The amount paid to the Trustee
under the plan will be determined based upon the performance of the selected
funds.
Deferral of Trustees' fees under the plan will not materially affect
the Fund's assets, liabilities and net income per share. The plan will not
obligate the Fund to retain the services of any Trustee or to pay any
particular level of compensation to any Trustee. Pursuant to an Order issued
by the Securities and Exchange Commission, the Fund may invest in the funds
selected by the Trustee under the plan without shareholder approval.
Each officer of the Fund is elected by the Trustees to serve an annual
term. Information is given below about the executive officers who are not
Trustees of the Fund, including their business experience during the past
five years. Messrs. Donohue, Wixted, Bishop, Zack and Farrar serve in similar
capacities with several other funds in the OppenheimerFunds complex.
Name, Age, Address and Five-Year Business Experience
John S. Kowalik, Vice President and Portfolio Manager since July 1998; Age: 43
Two World Trade Center, New York, NY 10048-0203
Senior Vice President of the Manager (since July 1998); an officer of other
Oppenheimer funds; formerly Managing Director and Senior Portfolio Manager of
Prudential Global Advisors (1989-1998).
Andrew J. Donohue, Secretary since 1996; Age: 50
Two World Trade Center, New York, NY 10048
Executive Vice President (since January 1993), General Counsel (since October
1991) and a director (since September 1995) of the Manager; Executive Vice
President and General Counsel (since September 1993) and a director (since
January 1992) of OppenheimerFunds Distributor, Inc.; Executive Vice
President, General Counsel and a director (since September 1995) of
HarbourView Asset Management Corporation, Shareholder Services, Inc.,
Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings,
Inc., of OFI Private Investments, Inc. (since March 2000), and of Oppenheimer
Trust Company (since May 2000); President and a director of Centennial Asset
Management Corporation (since September 1995) and of Oppenheimer Real Asset
Management, Inc. (since July 1996); Vice President and a director (since
September 1997) of OppenheimerFunds International Ltd. and Oppenheimer
Millennium Funds plc; General Counsel (since May 1996) and Secretary (since
April 1997) of Oppenheimer Acquisition Corp.; an officer of other Oppenheimer
funds.
Brian W. Wixted, Treasurer and Principal Financial Accounting Officer since
April 1999; Age: 41
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since March 1999) of the Manager;
Treasurer (since March 1999) of HarbourView Asset Management Corporation,
Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation,
Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings,
Inc., of OFI Private Investments, Inc. (since March 2000) and of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since May 2000); Treasurer and Chief Financial Officer (since May 2000) of
Oppenheimer Trust Company; Assistant Treasurer (since March 1999) of
Oppenheimer Acquisition Corp. and of Centennial Asset Management Corporation;
an officer of other Oppenheimer funds; formerly Principal and Chief Operating
Officer, Bankers Trust Company - Mutual Fund Services Division (March 1995 -
March 1999); Vice President and Chief Financial Officer of CS First Boston
Investment Management Corp. (September 1991 - March 1995).
Robert G. Zack, Assistant Secretary since 1988; Age: 52
Two World Trade Center, New York, NY 10048
Senior Vice President (since May 1985) and Associate General Counsel (since
May 1981) of the Manager; Assistant Secretary of Shareholder Services, Inc.
(since May 1985), Shareholder Financial Services, Inc. (since November 1989);
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since October 1997); an officer of other Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer since April 1994; Age: 42
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of
the Manager/Mutual Fund Accounting (April 1994 - May 1996) and a Fund
Controller of the Manager.
Scott T. Farrar, Assistant Treasurer since April 1994; Age: 35
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996);
Assistant Treasurer of Oppenheimer Millennium Funds plc (since October 1997);
an officer of other Oppenheimer funds; formerly an Assistant Vice President
of the Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund
Controller for the Manager.
All officers serve at the pleasure of the Board.
As of June 19, 2001, the Trustees and officers as a group beneficially
owned ____________ shares, [or less than 1%] of the outstanding Class A
shares and no Class B, Class C, Class N or Class Y shares of the Fund.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION OF EACH NOMINEE AS TRUSTEE
Introduction to Proposals 2 and 3
A. What is the Historical Background of the Fund's Current Investment
Policies?
The 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"). The 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 1940 Act requires that certain policies of the Fund be classified
as fundamental. Proposals 2 and 3 are intended to modernize the Fund's
policies as well as standardize its 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 Fund
with increased flexibility to pursue its investment objective and respond to
an ever-changing investment environment. The Fund, however, has no current
intention of significantly changing its actual investment strategies should
shareholders approve the proposed changes.
Subsequent to the Fund being established, certain regulatory
requirements applicable to registered open-end investment companies (referred
to as "mutual funds" in this Proxy Statement) changed. For example, certain
restrictions previously imposed by state regulations were preempted by the
National Securities Markets Improvement Act of 1996 ("NSMIA"), and are no
longer applicable to mutual funds. As a result, the Fund currently is
subject to several fundamental investment policies that are either more
restrictive than required under current law or that are no longer required at
all.
With the passage of time, the development of new industry practices and
changes in regulatory standards, several of the Fund's fundamental policies
are considered by the Trustees and the Manager to be unnecessary or
unwarranted. The standardized policies proposed below would comply with
current federal regulatory requirements and are written to provide the Fund
with flexibility to respond to future legal, regulatory, market or industry
developments. The proposed standardized changes will not affect the Fund's
investment objective.
B. Why do the Fund's Trustees Recommend the Proposed Changes?
The Trustees believe standardizing and reducing the total number of
investment policies that can be changed only by a shareholder vote will
assist the Fund and the Manager in maintaining compliance with the various
investment restrictions to which the Oppenheimer 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
the Fund's assets in a changing investment environment will be enhanced, and
that future investment opportunities will be increased by the proposed
changes.
Although the Trustees believe the proposed changes in fundamental
investment policies will provide the Fund greater flexibility to respond
promptly to future investment opportunities, the Trustees do not anticipate
that the changes, either individually or together, will result in a material
change in the level of risk associated with investment in the Fund. In
addition, the Fund's Trustees do not anticipate that the proposed changes
will materially affect the manner in which the Fund is managed. In the
future, if the Trustees determine to change materially the manner in which
the Fund is managed, the Fund's prospectus will be amended to reflect such a
change.
The recommended changes are specified below. Shareholders are requested
to vote on each sub-proposal in Proposal 2 separately. Shareholders are
requested to vote to approve or disapprove all sub-proposals in Proposal 3
together. If approved, the effective date of the proposals will be delayed
until the Fund's prospectus can be updated to reflect the changes. If any
sub-proposal in Proposal 2 is not approved, the fundamental investment policy
addressed in that sub-proposal will remain unchanged. If Proposal 3 is not
approved, the fundamental investment policies addressed in Proposal 3 will
remain unchanged.
PROPOSAL 2: TO APPROVE THE REPLACEMENT OF CERTAIN
FUNDAMENTAL INVESTMENT POLICIES OF THE FUND
WITH REVISED, NON-FUNDAMENTAL POLICIES
A. Policy Regarding Minimum Investments in U.S. Government Securities
Under normal market conditions, the Fund, as a matter of fundamental
policy, invests at least 80% of its "total assets" in U.S. government
securities. U.S. government securities include debt securities issued or
guaranteed by the United States Department of Treasury, such as Treasury
bills, notes and bonds, and securities issued by U.S. government agencies.
Under a new rule of the U.S. Securities & Exchange Commission ("SEC"), a fund
whose name indicates that it will invest in a particular type of security
must invest at least 80% of its "net assets plus borrowings for investment
purposes" in that type of security. The Fund's current policy in this area
is more restrictive than the SEC's requirement.
The Trustees recommend replacing the Fund's fundamental policy
designating the minimum amount of its assets that must be invested in U.S.
government securities with a non-fundamental policy that is consistent with
the requirements of the SEC's new name test. The Fund's name is not expected
to change whether or not shareholders approve this proposal. The current
fundamental policy and proposed non-fundamental policy are listed below.
Current Fundamental Policy Proposed Non-Fundamental Policy
--------------------------
Under normal market conditions, as a Under normal market conditions, as a
fundamental policy, the Fund invests at fundamental policy, the Fund invests at
least 80% of its total assets in U.S. least 80% of its net assets (plus
government securities. borrowings used for investment
purposes) in U.S. government securities.
The Trustees believe that changing the Fund's policy to be consistent with
the new rule will not materially alter management of the Fund. The Trustees
further believe that changing the Fund's policy as recommended will
facilitate the Fund's compliance with applicable regulations, and provide the
Fund with increased investment flexibility consistent with applicable
regulations. Although the revised non-fundamental policy could be changed by
the Trustees in the future without shareholder approval, shareholders would
receive prior notice of any proposed material change in the Fund's policy
regarding the minimum amount it invests in U.S. government securities.
B. Policy Regarding Restricted or Illiquid Securities.
The Fund is currently subject to a fundamental investment policy
concerning the purchase of restricted or illiquid securities. It is proposed
that the current fundamental policy be eliminated and replaced by a
non-fundamental policy that can be changed by the Trustees in the future
without shareholder approval. The current and proposed investment policies
are set forth below.
Current Fundamental Policy Proposed Non-Fundamental Policy
--------------------------
The Fund cannot enter into repurchase The Fund cannot invest more than 10% of
agreements maturing in more than seven its net assets in illiquid or
days nor invest in securities that are restricted securities (including
restricted as to their resale or that repurchase agreements maturing beyond
are not readily convertible to cash seven (7) days).
("illiquid securities"), nor invest in
securities for which market quotations
are not readily available if more than
10% of the Fund's total assets would be
invested in those securities.
The existing policy is not required to be a fundamental policy under the 1940
Act, and the Trustees recommend that the Fund's current fundamental policy be
replaced with the proposed non-fundamental policy in order to provide the
Fund with increased flexibility consistent with current regulatory
requirements. The staff of the SEC currently takes the position that a
non-money market fund, such as the Fund, is required to limit its investments
in illiquid assets (including repurchase agreements maturing beyond seven (7)
days) to no more than 15% of its net assets. The purpose of limiting a
fund's investments in illiquid securities is to ensure that the Fund is able
to satisfy redemption requests in accordance with its obligations under the
1940 Act.
The proposed non-fundamental policy is more conservative than current
regulatory requirements as well as the Fund's current policy. The proposed
non-fundamental policy is intended to conform the Fund's policy in this area
to one that is consistent with that of 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. Because the proposed non-fundamental policy
is more conservative than current regulatory requirements as well as the
Fund's current policy, the recommended change is not expected to materially
increase the risk of an investment in the Fund.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
THAT YOU APPROVE EACH SUB-PROPOSAL DESCRIBED ABOVE
PROPOSAL 3: TO APPROVE CHANGES TO CERTAIN FUNDAMENTAL
INVESTMENT POLICIES OF THE FUND
Proposal 3 is composed of three (3) proposed changes to the Fund's
current investment policies. The Trustees believe that under appropriate
circumstances, the Fund should be permitted to lend money to, and borrow
money from, other Oppenheimer mutual funds (referred to as "inter-fund
lending") and pledge its assets as collateral for such a loan as explained in
the following proposals. All of these proposals must be approved together if
the inter-fund lending arrangements described below are to be implemented,
and shareholders are requested to vote to approve or disapprove all proposals
together.
A. Borrowing and Pledging,
Mortgaging or Hypothecating
Assets.
The 1940 Act imposes certain restrictions on the borrowing activities
of mutual funds. The restrictions on borrowing are designed to protect
shareholders and their investment in a fund by limiting a fund's ability to
leverage its assets. The use of leverage 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 a fund that does
not borrow. A fund's borrowing policy must be a fundamental investment
policy.
A fund may borrow money to meet redemptions in order to avoid forced,
unplanned sales of portfolio securities. This technique allows a fund
greater flexibility to buy and sell portfolio securities for investment or
tax considerations rather than for cash flow considerations. Some funds also
borrow for investment purposes, which may cause the value of their funds'
shares to be more volatile than funds that do not borrow for investment
purposes. Such borrowing is referred to as leverage. The Fund currently
does not borrow for investment purposes.
Under the 1940 Act, a fund currently may borrow from banks up to
one-third of its total assets (including the amount borrowed). A fund may
borrow up to 5% of its total assets for temporary purposes from any person.
Under the 1940 Act, there is a rebuttable presumption that a loan is
temporary if it is repaid within 60 days and not extended or renewed.
The Fund is currently subject to a fundamental investment policy
concerning borrowing that is more restrictive than required by the 1940 Act.
The Trustees propose that the Fund's policy on borrowing be amended to permit
the Fund to borrow as permitted under the 1940 Act. As amended, the 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 Fund as
defined in the 1940 Act.
The Fund also is currently subject to a fundamental investment policy
concerning the pledging, mortgaging or hypothecating of Fund assets. It is
proposed that this current fundamental investment policy by eliminated.
The existing policy concerning pledging, mortgaging or hypothecating of
the Fund's assets is not required to be fundamental under the 1940 Act, and
the Trustees believe that the Fund should be provided with the increased
flexibility permitted by law to pursue its investment objective. The
Trustees recommend that the policy regarding pledging, mortgaging or
hypothecating be eliminated so that the Fund may enter into collateral
arrangements in connection with its borrowing requirements as consistent with
its other investment policies, including its policies regarding borrowing and
issuing senior securities.
The current and proposed fundamental investment policies are set forth
below. The current policy on borrowing requires the Fund to borrow from
banks, and limits the Fund's borrowing to 10% of its net assets. The Trustees
propose that the current policy be amended to permit the Fund to borrow money
from banks and/or from affiliated mutual funds provided such borrowings do
not exceed 331/3% of its total assets.
Current Fundamental Policy Proposed Fundamental Policy
--------------------------
The Fund cannot borrow money in excess The Fund may not borrow money, except
of 10% of the value of its net assets. to the extent permitted under the 1940
It can borrow only as a temporary Act, the rules or regulations
measure for extraordinary or emergency thereunder or any exemption therefrom,
purposes. It cannot make any investments as such statute, rules or regulations
when its borrowings exceed 5% of the may be amended or interpreted from time
value of its assets. No assets of the to time.
Fund may be pledged, mortgaged or
hypothecated to secure a debt. However,
the escrow arrangements involved in
options trading are not considered to
involve a mortgage, hypothecation or
pledge for this purpose.
Currently, the 1940 Act limits a fund's borrowings to 331/3% of the value of
its total assets (including the amount borrowed). If shareholders approve
Proposal 3, the Fund's current fundamental policy will be replaced by the
proposed fundamental policy and the Fund's prospectus will be updated to
reflect the 1940 Act's current restrictions regarding borrowing.
Borrowing may cause the value of the Fund's shares to be more volatile
than if the Fund did not borrow. Currently, the Fund does not anticipate
that, under normal conditions, its borrowings would exceed five (5) percent
of its net assets.
Permitting the Fund to borrow money from affiliated funds (for example,
those funds in the OppenheimerFunds complex) would afford the Fund the
flexibility to use the most cost-effective alternative to satisfy its
borrowing requirements. The Trustees believe that the Fund may be able to
obtain lower interest rates on its borrowings from affiliated funds than it
would through traditional bank channels.
Current regulations prohibit the Fund from borrowing from other funds
in the OppenheimerFunds complex. Therefore, before an inter-fund lending
arrangement could be established, the Fund would have to obtain approval from
the SEC. Implementation of inter-fund lending would be accomplished
consistent with applicable regulatory requirements, including the provisions
of any order the SEC might issue to the Fund and other Oppenheimer funds.
The Fund has not yet decided to apply for such an order and there is no
guarantee any such order would be granted even if applied for. Until the SEC
has approved an inter-fund lending application, the Fund will not engage in
borrowing from affiliated mutual funds.
If shareholders approve this proposal and the Fund applies for and is
granted permission from the SEC to implement an inter-fund lending
arrangement, the Fund would not borrow from affiliated funds unless the terms
of the borrowing arrangement are at least as favorable as the terms the Fund
could otherwise negotiate with a third party. To protect against the Fund
being disadvantaged by borrowing from an affiliated Fund, certain safeguards
may be implemented. Examples of the types of safeguards that the SEC or the
Fund's Trustees may require include the following: the Fund will not borrow
money from affiliated funds unless the interest rate is more favorable than
available bank loan rates; the Fund's borrowing from affiliated funds must be
consistent with its investment objective and investment policies; the loan
rates will be determined by a pre-established formula based on quotations
from independent banks; if the Fund has outstanding borrowings from all
sources greater than 10% of its total assets, then the Fund must secure each
additional outstanding inter-fund loan by segregating liquid assets of the
Fund as collateral; the Fund cannot borrow from an affiliated fund in excess
of 125% of its total redemptions for the preceding seven days; each
inter-fund loan may be repaid on any day by the Fund; and the Trustees will
be provided with a report of all inter-fund loans and the Trustees will
monitor all such borrowings to ensure that the Fund's participation is
appropriate.
In determining to recommend the proposed amendment to shareholders for
approval, the Trustees considered the possible risks to the Fund from
participation in the inter-fund lending program. For example, there is a risk
that a borrowing fund could have a loan called on one day's notice. In that
circumstance, the borrowing fund might have to borrow from a bank at a higher
interest cost if money to lend were not available from another Oppenheimer
fund. The Trustees considered that the benefits to the Fund of participating
in the program outweigh the possible risks to the Fund from such
participation.
Shareholders are being asked to approve an amendment to the Fund's
fundamental policies on borrowing and pledging. They also are being asked to
approve an amendment to the Fund's fundamental policy on lending (paragraph B
"Lending," below). If this proposal 3 is approved and the Fund applies for
and is granted permission from the SEC to implement an inter-fund lending
arrangement, the Fund, subject to its investment objectives and policies,
would be able to participate in the inter-fund lending program as both a
lender and a borrower.
B. Lending.
Under the 1940 Act, a fund's policy regarding lending must be
fundamental. Under its current policy, the Fund is permitted to purchase
debt securities, enter into repurchase agreements, which may be considered a
loan, and lend its portfolio securities.
It is proposed that the current fundamental policy be amended to permit
the Fund to lend money to affiliated mutual funds (for example, other funds
in the OppenheimerFunds complex). As discussed above, before an inter-fund
lending arrangement can be established, the Fund must obtain approval from
the SEC. Implementation of inter-fund lending would be accomplished
consistent with applicable regulatory requirements, including the provisions
of any order the SEC might issue to the Fund and other Oppenheimer funds. As
previously noted, the Fund has not yet decided to apply for such an order and
there is no guarantee any such order would be granted even if applied for.
Until the SEC has approved an inter-fund lending application, the Fund will
not engage in lending with affiliated mutual funds. As amended, the policy
on lending for the Fund would remain a fundamental policy changeable only by
the vote of a majority of the outstanding voting securities as defined in the
1940 Act of the Fund. The current and proposed fundamental investment
policies are set forth below.
Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot make loans. However, it The Fund cannot make loans, except to
can buy the debt securities that its the extent permitted under the 1940
investment policies and restrictions Act, the rules or regulations
permit it to purchase, whether or not thereunder or any exemption
those securities are subject to therefrom, as such statute, rules or
repurchase agreements. The Fund may regulations may be amended or
also lend its portfolio securities as interpreted from time to time.
described in "Loans of Portfolio
Securities."
Currently, the 1940 Act permits (a) lending of securities, (b) subject to SEC
exemptive order, an inter-fund lending program with other affiliated funds up
to 33 1/3% of the value of a fund's total assets (taken at market value at
the time of any such loan), and (c) investing in repurchase agreements. If
shareholders approve Proposal 3, the Fund's current fundamental policy will
be replaced by the proposed fundamental policy and the Fund's prospectus will
be updated to reflect the 1940 Act's current restrictions regarding lending.
The reason for lending money to an affiliated fund is that the lending
fund may be able to obtain a higher rate of return than it could from
interest rates on alternative short-term investments. To protect against the
Fund being disadvantaged by making loans to affiliated funds, certain
safeguards will be implemented. Examples of the types of safeguards which the
SEC may require include the following: the Fund will not lend money to
affiliated funds unless the interest rate on such loan is determined to be
reasonable under the circumstances; the Fund may not make inter-fund loans in
excess of 7.5% of its net assets; an inter-fund loan to any one affiliated
fund shall not exceed 5% of the Fund's net assets; an inter-fund loan may not
be outstanding for more than seven days; each inter-fund loan may be called
on one business day's notice; and the Manager will provide the Trustees
reports on all inter-fund loans demonstrating that the Fund's participation
is appropriate and that the loan is consistent with its investment objectives
and policies.
If shareholders approve this proposal and the Fund were to lend its
assets to another affiliated fund, the Fund would be subject to credit risks
if the borrowing fund fails to repay the loan. The Trustees believe that the
risk of default by a borrowing fund is minimal.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
THAT YOU APPROVE THIS PROPOSAL
PROPOSAL 4: TO AUTHORIZE THE TRUSTEES TO ADOPT
AN AMENDED AND RESTATED DECLARATION OF TRUST
The Fund is organized as a Massachusetts business trust, and it is
governed by a declaration of trust. For the purposes of this discussion, the
Fund is referred to as the "Trust."
The Board of Trustees has approved and recommends that the shareholders
of the Trust authorize them to adopt and execute the Amended and Restated
Declaration of Trust for the Trust in the form attached to this Proxy
Statement as Exhibit A ("New Declaration of Trust"). The New Declaration of
Trust is a more modern form of trust instrument for a Massachusetts business
trust, and going forward, will be used as the standard Declaration of Trust
for all new Oppenheimer funds organized as Massachusetts business trusts.
Generally, a majority of the Trustees may amend the existing
Declaration of Trust ("Current Declaration of Trust") when authorized by a
majority of the outstanding voting securities of the Trust. The Trustees
approved the form of the New Declaration of Trust and authorized the
submission of the New Declaration of Trust to the Trust's shareholders for
their authorization at this Meeting.
Adoption of the New Declaration of Trust will not result in any changes
in the Fund's Trustees or officers or in the investment policies and
shareholder services described in the Fund's current prospectus and Statement
of Additional Information.
The New Declaration of Trust amends the Current Declaration of Trust in
a number of significant ways. The following discussion summarizes some of the
more significant amendments to the Current Declaration of Trust effected by
the New Declaration of Trust.
In addition to the changes described below, there are other substantive and
stylistic differences between the New Declaration of Trust and the Current
Declaration of Trust. The following summary is qualified in its entirety by
reference to the New Declaration of Trust itself, which is attached as
Exhibit A to this Proxy Statement.
A. Significant Changes Under the New Declaration of Trust.
Reorganization of the Trust or Its Series or Classes. Unlike the Current
Declaration of Trust, the New Declaration of Trust generally permits the
Trustees, subject to applicable Federal and state law, to reorganize the
Trust or any of its series or classes into a newly formed entity without
shareholder approval. The Current Declaration of Trust requires shareholder
approval in order to reorganize the Trust or any of its series. Currently,
the Fund is the sole series of the Trust.
Under certain circumstances, it may not be in the shareholders'
interest to require a shareholder meeting to permit the Trust or a series of
the Trust to reorganize into a newly formed entity. For example, in order to
reduce the cost and scope of state regulatory constraints or to take
advantage of a more favorable tax treatment offered by another state, the
Trustees may determine that it would be in the shareholders' interests to
change its legal form or to reorganize the Trust or a series of the Trust so
that it is domiciled in another state. Under the Current Declaration of
Trust, the Trustees cannot effectuate such a potentially beneficial
reorganization without first conducting a shareholder meeting and incurring
the attendant costs and delays.
In contrast, the New Declaration of Trust gives the Trustees the
flexibility to reorganize the Trust or any of its series into a newly formed
entity and achieve potential shareholder benefits without incurring the delay
and costs of a proxy solicitation. Such flexibility should help to assure
that the Trust operates under the most appropriate form of organization.
The Trustees have no intention at this time of reorganizing the Trust
into a newly formed entity, and before allowing a trust or a series
reorganization to proceed without shareholder approval, the Trustees have a
fiduciary responsibility to first determine that the proposed transaction is
in the shareholders' interest. Any exercise of the Trustees' increased
authority under the New Declaration of Trust is subject to any applicable
requirements of the 1940 Act and Massachusetts law. Of course, in all cases,
the New Declaration of Trust would require that shareholders receive written
notification of any transaction.
The New Declaration of Trust does not give the Trustees the authority
--------
to merge the Trust or a series of the Trust with another operating mutual
fund or sell all or a portion of the Trust's or a series' assets to another
operating mutual fund without first seeking shareholder approval. Under the
New Declaration of Trust, shareholder approval is still required for these
transactions.
Future Amendments of the Declaration of Trust. The New Declaration of Trust
permits the Trustees, with certain exceptions, to amend the Declaration of
Trust without shareholder approval. Under the New Declaration of Trust,
shareholders generally have the right to vote on any amendment affecting
shareholders' right to vote, the New Declaration of Trust's amendment
provisions, shareholders' rights to indemnification, and shareholders' rights
to vote on the merger or sale of the Trusts', series', or classes' assets to
another issuer. The Current Declaration of Trust, on the other hand,
generally gives shareholders the exclusive power to amend the Declaration of
Trust with certain limited exceptions.
By allowing amendment of the Declaration of Trust without shareholder
approval, the New Declaration of Trust gives the Trustees the authority to
react quickly to future contingencies. As mentioned above, such increased
authority remains subordinate to the Trustees' continuing fiduciary
obligations to act with due care and in the shareholders' interest.
B. Other Changes Under the New Declaration of Trust.
In addition to the significant changes described above, the New
Declaration of Trust modifies the Current Declaration of Trust in a number of
important ways, including, but not limited to, the following:
a. The New Declaration of Trust clarifies that no shareholders of any
series or class shall have a claim on the assets of another
series or class.
b. As a general matter, the New Declaration of Trust modifies the Current
Declaration of Trust to incorporate appropriate references to
classes of shares.
c. The New Declaration of Trust modifies the Current Declaration of Trust
by changing the par value of the Trust's shares from no par
value to $.001 par value.
d. The New Declaration of Trust modifies the Current Declaration of Trust
by giving the Trustees the power to effect a reverse stock
split, and to make distributions in-kind.
e. The New Declaration of Trust modifies the Current Declaration of Trust
so that all shares of all series vote together on issues to be
voted on unless (i) separate series or class voting is
otherwise required by the 1940 Act or the instrument
establishing such Shares, in which case the provisions of the
1940 Act or such instrument, as applicable, will control, or
(ii) the issue to be voted on affects only particular series
or classes, in which case only series or classes so affected
will be entitled to vote.
f. The New Declaration of Trust clarifies that proxies may be voted
pursuant to any computerized, telephonic or electronic means,
that shareholders receive one vote per share and a
proportional fractional vote for each fractional share, and
that, at a meeting, shareholders may vote on issues with
respect to which a quorum is present, while adjourning with
respect to issues for which a quorum is not present.
g. The New Declaration of Trust clarifies various existing trustee powers.
For example, the New Declaration of Trust clarifies that the
Trustees may: appoint and terminate agents and consultants and
hire and terminate employees; in addition to banks and trust
companies, the Trustees may employ as fund custodian companies
that are members of a national securities exchange or other
entities permitted under the 1940 Act; retain one or more
transfer agents and employ sub-agents; delegate authority to
investment advisors and other agents or independent
contractors; pledge, mortgage or hypothecate the assets of the
Trust; and operate and carry on the business of an investment
company. The New Declaration of Trust clarifies or adds to the
list of trustee powers. For example, the Trustees may sue or
be sued in the name of the Trust; make loans of cash and/or
securities; enter into joint ventures, general or limited
partnerships and other combinations or associations; endorse
or guarantee the payment of any notes or other obligations of
any person or make contracts of guarantee or suretyship or
otherwise assume liability for payment; purchase insurance
and/or bonding; pay pensions and adopt retirement, incentive
and benefit plans; and adopt 12b-1 plans (subject to
shareholder approval).
h. The New Declaration of Trust clarifies that the Trust may redeem shares
of a class or series held by a shareholder for any reason,
including but not limited to the following: reimbursing the
Trust or the distributor for the shareholder's failure to make
timely and good payment; failure to supply a tax
identification number; pursuant to authorization by a
shareholder to pay fees or make other payments to third
parties; and failure to maintain a minimum account balance as
established by the Trustees from time to time.
i. The New Declaration of Trust clarifies that a trust is created and not
a partnership, joint stock association, corporation, bailment,
or any other form of legal relationship, and expressly
disclaims shareholder and Trustee liability for the acts and
obligations of the Trust.
j. The New Declaration of Trust clarifies that the Trustees shall not be
responsible or liable for any neglect or wrongdoing of any
officer, agent, employee, consultant, advisor, administrator,
distributor or principal underwriter, custodian or transfer
agent of the Trust nor shall a Trustee be responsible for the
act or omission of any other Trustee.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
THAT YOU APPROVE THIS PROPOSAL
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INFORMATION ABOUT THE FUND
Fund Information. As of June 19, 2001, the Fund had ____________________
shares outstanding, consisting of _______________________ Class A,
________________ Class B, _______________ Class C, __________________ Class N
and _________________ Class Y shares. Each share has voting rights as stated
in this Proxy Statement and is entitled to one vote for each share (and a
fractional vote for a fractional share).
Beneficial Owners. Occasionally, the number of shares of the Fund held in
"street name" accounts of various securities dealers for the benefit of their
clients as well as the number of shares held by other shareholders of record
may exceed 5% of the total shares outstanding. As of June 19, 2001, the only
persons who owned of record or were known by the Fund to own beneficially 5%
or more of any class of the Fund's outstanding shares were:
The Manager, the Distributor and the Transfer Agent. Subject to the authority
of the Board of Trustees, the Manager is responsible for the day-to-day
management of the Fund's business pursuant to its investment advisory
agreement with the Fund. OppenheimerFunds Distributor, Inc. (the
"Distributor"), a wholly owned subsidiary of the Manager, is the general
distributor of the Fund's shares. OppenheimerFunds Services, a division of
the Manager, located at 6803 South Tucson Way, Englewood, CO 80112, serves as
the transfer and shareholder servicing agent (the "Transfer Agent") for the
Fund, for which it was paid $1,527,228 by the Fund during the fiscal year
ended August 31, 2000.
The Manager (including affiliates) managed assets of more than $120 billion
at March 31, 2001, including more than 65 funds having more than 5 million
shareholder accounts. The Manager is a wholly owned subsidiary of Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts
Mutual Life Insurance Company ("MassMutual"). The Manager, the Distributor
and OAC are located at Two World Trade Center, New York, New York 10048.
MassMutual is located at 1295 State Street, Springfield, Massachusetts 01111.
OAC acquired the Manager on October 22, 1990. As indicated below, the common
stock of OAC is owned by (i) certain officers and/or directors of the
Manager, (ii) MassMutual and (iii) another investor. No institution or person
holds 5% or more of OAC's outstanding common stock except MassMutual.
MassMutual has engaged in the life insurance business since 1851.
The common stock of OAC is divided into three classes. Effective as of August
1, 1997, OAC declared a ten for one stock split. At December 31, 2000, on a
post-split basis, MassMutual held (i) all of the 21,600,000 shares of Class A
voting stock, (ii) 11,037,845 shares of Class B voting stock, and (iii)
19,154,597 shares of Class C non-voting stock. This collectively represented
92.34% of the outstanding common stock and 91.7% of the voting power of OAC
as of that date. Certain officers and/or directors of the Manager held (i)
2,562,990 shares of the Class B voting stock, representing 5.38% of the
outstanding common stock and 7.2% of the voting power, (ii) 456,268 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
8,043,773 shares of Class C non-voting stock. That group includes persons who
serve as officers of the Fund and Bridget A. Macaskill, who serves as a
Trustee of the Fund.
Holders of OAC Class B and Class C common stock may put (sell) their shares
and vested options to OAC or MassMutual at a formula price (based on, among
other things, the revenue, income, working capital, and excess cash of the
Manager). MassMutual may exercise call (purchase) options on all outstanding
shares of both such classes of common stock and vested options at the same
formula price. From the period June 30, 1999 to December 31, 2000, the only
transactions by a person who serves as a Trustee of the Fund were by Ms.
Macaskill who surrendered for cancellation 451,540 options to Mass Mutual for
combined cash payments of $15,483,899.
The names and principal occupations of the executive officers and directors
of the Manager are as follows: Bridget A. Macaskill, Chief Executive Officer,
Chairman and a director; John Murphy, President and Chief Operating Officer
and a director; James C. Swain, Vice Chairman; Jeremy Griffiths, Executive
Vice President, Chief Financial Officer and a director; O. Leonard Darling,
Vice Chairman, Executive Vice President, Chief Investment Officer, and a
director; Andrew J. Donohue, Executive Vice President, General Counsel and a
director; George Batejan, Executive Vice President and Chief Information
Officer; Craig Dinsell, Loretta McCarthy, James Ruff and Andrew Ruotolo,
Executive Vice Presidents; Brian W. Wixted, Senior Vice President and
Treasurer; and Charles Albers, Victor Babin, Bruce Bartlett, Robert A.
Densen, Ronald H. Fielding, Robert B. Grill, Robert Guy, Steve Ilnitzki, Lynn
Oberist Keeshan, Thomas W. Keffer, Avram Kornberg, John S. Kowalik, Chris
Leavy, Andrew J. Mika, David Negri, David Robertson, Richard Rubinstein,
Arthur Steinmetz, John Stoma, Jerry A. Webman, William L. Wilby, Donna Winn,
Carol Wolf, Kurt Wolfgruber, Robert G. Zack, and Arthur J. Zimmer, Senior
Vice Presidents. These officers are located at one of the three offices of
the Manager: Two World Trade Center, New York, NY 10048-0203; 6803 South
Tucson Way, Englewood, CO 80112;and 350 Linden Oaks, Rochester, NY 14625-2807.
Custodian. Citibank, N.A., 399 Park Avenue, New York, NY 10043, acts as
custodian of the Fund's securities and other assets.
Reports to Shareholders and Financial Statements. The Annual Report to
Shareholders of the Fund, including financial statements of the Fund for the
fiscal year ended August 31, 2000, has previously been sent to shareholders.
The Semi-Annual Report to Shareholders of the Fund as of February 28, 2001
also has previously been sent to shareholders. Upon request, shareholders may
obtain without charge a copy of the Annual Report and Semi-Annual Report by
writing the Fund at the address above, calling the Fund at 1.800.525.7048 or
visiting the Manager's web site at www.oppenheimerfunds.com. The Fund's
transfer agent will provide a copy of the reports promptly upon request.
To avoid sending duplicate copies of materials to households, the Fund mails
only one copy of each annual and semi-annual report to shareholders having
the same last name and address on the Fund's records. The consolidation of
these mailings, called householding, benefits the Fund through reduced
mailing expenses.
If you want to receive multiple copies of these materials or request
householding in the future, you may call the Transfer Agent at
1.800.525.7048. You may also notify the Transfer Agent in writing.
Individual copies of prospectuses and reports will be sent to you within 30
days after the Transfer Agent receives your request to stop householding.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies. The cost of preparing, printing and mailing the
proxy ballot, notice of meeting, and this Proxy Statement and all other costs
incurred with the solicitation of proxies, including any additional
solicitation by letter, telephone or otherwise, will be paid by the Fund. In
addition to solicitations by mail, officers of the Fund or officers and
employees of the Transfer Agent, without extra compensation, may conduct
additional solicitations personally or by telephone.
Proxies also may be solicited by a proxy solicitation firm hired at the
Fund's expense to assist in the solicitation of proxies. As the Meeting date
approaches, certain shareholders of the Fund may receive telephone calls from
a representative of the solicitation firm if their vote has not yet been
received. Authorization to permit the solicitation firm to execute proxies
may be obtained by telephonic instructions from shareholders of the Fund.
Proxies that are obtained telephonically will be recorded in accordance with
the procedures set forth below. These procedures have been reasonably
designed to 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,
the last four digits of the shareholder's social security or employer
identification number, 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 letter or mailgram to confirm his or her vote
and asking the shareholder to call the solicitation firm immediately if his
or her instructions are not correctly reflected in the confirmation.
It is anticipated the cost of engaging a proxy solicitation firm would not
exceed $15,000 plus the additional costs, that may be substantial, incurred
----
in connection with contacting those shareholders that have not voted.
Brokers, banks and other fiduciaries may be required to forward soliciting
material to their principals and to obtain authorization for the execution of
proxies. For those services, they will be reimbursed by the Fund for their
expenses.
If the shareholder wishes to participate in the Meeting, but does not wish to
give his or her proxy telephonically, the shareholder may still submit the
proxy ballot originally sent with the Proxy Statement in the postage paid
envelope provided or attend in person. Should shareholders require
additional information regarding the proxy ballot or a replacement proxy
ballot, they may contact us toll-free at 1.800.525.7048. Any proxy given by
a shareholder, whether in writing or by telephone, is revocable as described
below under the paragraph entitled "Revoking a Proxy."
Please take a few moments to complete your proxy promptly. You may provide
your completed proxy via facsimile, telephonically or by mailing the proxy
ballot in the postage paid envelope provided. You also may cast your vote by
attending the Meeting in person.
Telephone Voting. The Fund has arranged to have votes recorded by
telephone. Shareholders must enter a unique control number found on their
respective proxy ballots before providing voting instructions by telephone.
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 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.
Voting By Broker-Dealers. Shares owned of record by a broker-dealer for the
benefit of its customers ("street account shares") will be voted by the
broker-dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted by applicable
stock exchange rules) vote, as record holder of such shares, for the election
of Trustees and on the Proposals in the same proportion as that broker-dealer
votes street account shares for which it has received voting instructions in
time to be voted. Beneficial owners of street account shares cannot vote in
person at the meeting. Only record owners may vote in person at the
meeting.
A "broker non-vote" is deemed to exist when a proxy received from a broker
indicates that the broker does not have discretionary authority to vote the
shares on that matter. Abstentions and broker non-votes will have the same
effect as a vote against the proposal.
Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans.
Shares held in OppenheimerFunds-sponsored retirement accounts for which votes
are not received as of the last business day before the Meeting Date, will be
voted by the trustee for such accounts in the same proportion as Shares for
which voting instructions from the Fund's other shareholders have been timely
received.
Quorum. A majority of the shares outstanding and entitled to vote, present
in person or represented by proxy, constitutes a quorum at the Meeting.
Shares over which broker-dealers have discretionary voting power, shares that
represent broker non-votes and shares whose proxies reflect an abstention on
any item are all counted as shares present and entitled to vote for purposes
of determining whether the required quorum of shares exists.
Required Vote. Persons nominated as Trustees must receive a plurality of the
votes cast, which means that the eleven (11) nominees receiving the highest
number of affirmative votes cast at the Meeting will be elected as long as
the votes FOR each nominee exceed the votes AGAINST each nominee. Approval of
Proposals 2 through 4 requires the affirmative vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Fund
voting in the aggregate and not by class. As defined in the 1940 Act, the
vote of a majority of the outstanding shares means the vote of (1) 67% or
more of the Fund's outstanding shares present at a meeting, if the holders of
more than 50% of the outstanding shares of the Fund are present or
represented by proxy; or (2) more than 50% of the Fund's outstanding shares,
whichever is less.
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
is received and properly executed, or in accordance with the instructions you
provide if you vote by telephone. You may direct the proxy holders to vote
your shares on a proposal by checking the appropriate box "FOR" or "AGAINST,"
or instruct them not to vote those shares on the proposal by checking the
"ABSTAIN" box. Alternatively, you may simply sign, date and return your
proxy ballot with no specific instructions as to the proposals. If you
properly execute and return a proxy but fail to indicate how the votes should
be cast, the proxy 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
Proposal.
Shares of the Fund may be held by certain institutional investors for the
benefit of their clients. If the institutional investor does not timely
receive voting instructions from its clients with respect to such Shares, the
institutional investor may be authorized to vote such Shares, as well as
Shares the institutional investor itself owns, in the same proportion as
Shares for which voting instructions from clients are timely received.
Revoking a Proxy. You may revoke a previously granted proxy at any time
before it is exercised by (1) delivering a written notice to the Fund
expressly revoking your proxy, (2) signing and forwarding to the Fund a
later-dated proxy, or (3) attending the Meeting and casting your votes in
person. Granted proxies typically will be voted at the final meeting, but
may be voted at an adjourned meeting if appropriate.
Shareholder Proposals. The Fund is not required and does not intend to hold
shareholder meetings on a regular basis. Special meetings of shareholders may
be called from time to time by either the Fund or the shareholders (for
certain matters and under special conditions described in the Statement of
Additional Information). Under the proxy rules of the SEC, shareholder
proposals that meet certain conditions may be included in a fund's proxy
statement for a particular meeting. Those rules currently require that for
future meetings, the shareholder must be a record or beneficial owner of Fund
shares either (i) with a value of at least $2,000 or (ii) in an amount
representing at least 1% of the Fund's securities to be voted, at the time
the proposal is submitted and for one year prior thereto, and must continue
to own such shares through the date on which the meeting is held. Another
requirement relates to the timely receipt by the Fund of any such proposal.
Under those rules, a proposal must have been submitted a reasonable time
before the Fund began to print and mail this Proxy Statement in order to be
included in this Proxy Statement. A proposal submitted for inclusion in the
Fund's proxy material for the next special meeting after the meeting to which
this Proxy Statement relates must be received by the Fund a reasonable time
before the Fund begins to print and mail the proxy materials for that
meeting. Notice of shareholder proposals to be presented at the Meeting must
have been received within a reasonable time before the Fund began to mail
this Proxy Statement. The fact that the Fund receives a proposal from a
qualified shareholder in a timely manner does not ensure its inclusion in the
proxy material because there are other requirements under the proxy rules for
such inclusion.
OTHER MATTERS
The Trustees do not intend to bring any matters before the Meeting
other than Proposals 1 through 4 and the Trustees and the Manager are not
aware of any other matters to be brought before the Meeting by others.
Because matters not known at the time of the solicitation may come before the
Meeting, the proxy as solicited confers discretionary authority with respect
to such matters as properly come before the Meeting, including any
adjournment or adjournments thereof, and it is the intention of the persons
named as attorneys-in-fact in the proxy (or their substitutes) to vote the
proxy in accordance with their judgment on such matters.
In the event a quorum is not present or sufficient votes in favor of
one or more Proposals set forth in the Notice of Meeting of Shareholders are
not received by the date of the Meeting, the persons named in the enclosed
proxy (or their substitutes) may propose and approve one or more adjournments
of the Meeting to permit further solicitation of proxies. All such
adjournments will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the Meeting to be adjourned.
The persons named as proxies on the proxy ballots (or their substitutes) will
vote the Shares present in person or by proxy (including broker non-votes and
abstentions) in favor of such an adjournment if they determine additional
solicitation is warranted and in the interests of the Fund's shareholders. A
vote may be taken on one or more of the proposals in this proxy statement
prior to any such adjournment if a quorum is present, sufficient votes for
its approval have been received and it is otherwise appropriate.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
July 17, 2001
Your Proxy Vote is important!
And now you can Vote your Proxy on the PHONE.
It saves Money! Telephone voting saves postage costs.
Savings which can help to minimize fund expenses.
It's Convenient! Telephone voting is instantaneous - 24 hours a day.
It's Easy! Just follow these simple steps:
1. Read your proxy statement and have it at hand.
2. Call toll-free 1-800-597-7836.
3. Enter your 14 digit Control Number from your Proxy Card.
4. Follow the recorded directions.
5. Do not mail your Proxy Card when you vote by phone.
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