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:
/ X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OPPENHEIMER AMT-FREE MUNICIPALS
OPPENHEIMER AMT-FREE NEW YORK MUNICIPALS
OPPENHEIMER BALANCED FUND
OPPENHEIMER CALIFORNIA MUNICIPAL FUND
OPPENHEIMER CAPITAL APPRECIATION FUND
OPPENHEIMER DEVELOPING MARKETS FUND
OPPENHEIMER DISCOVERY FUND
OPPENHEIMER EMERGING GROWTH FUND
OPPENHEIMER EMERGING TECHNOLOGIES FUND
OPPENHEIMER ENTERPRISE FUND
OPPENHEIMER GLOBAL FUND
OPPENHEIMER GLOBAL OPPORTUNITIES FUND
OPPENHEIMER GOLD & SPECIAL MINERALS FUND
OPPENHEIMER GROWTH FUND
OPPENHEIMER INTERNATIONAL GROWTH FUND
OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND
OPPENHEIMER MONEY MARKET FUND, INC.
OPPENHEIMER MULTI-STATE MUNICIPAL TRUST
OPPENHEIMER OPPENHEIMER SERIES FUND, INC.
OPPENHEIMER U.S. GOVERNMENT TRUST
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(Name of Registrant(s) as Specified in Its Charter)
SAME AS ABOVE
- ------------------------------------------------------------
(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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OPPENHEIMER AMT-FREE MUNICIPALS
OPPENHEIMER AMT-FREE NEW YORK MUNICIPALS
OPPENHEIMER BALANCED FUND
OPPENHEIMER CALIFORNIA MUNICIPAL FUND
OPPENHEIMER CAPITAL APPRECIATION FUND
OPPENHEIMER DEVELOPING MARKETS FUND
OPPENHEIMER DISCOVERY FUND
OPPENHEIMER EMERGING GROWTH FUND
OPPENHEIMER EMERGING TECHNOLOGIES FUND
OPPENHEIMER ENTERPRISE FUND
OPPENHEIMER GLOBAL FUND
OPPENHEIMER GLOBAL OPPORTUNITIES FUND
OPPENHEIMER GOLD & SPECIAL MINERALS FUND
OPPENHEIMER GROWTH FUND
OPPENHEIMER INTERNATIONAL GROWTH FUND
OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND
OPPENHEIMER MONEY MARKET FUND
OPPENHEIMER MULTI-STATE TRUST, on behalf of
-OPPENHEIMER NEW JERSEY MUNICIPAL FUND
-OPPENHEIMER PENNSYLVANIA MUNICIPAL FUND
-OPPENHEIMER ROCHESTER NATIONAL MUNICIPALS
OPPENHEIMER SERIES FUND, INC., on behalf of
-OPPENHEIMER DISCIPLINED ALLOCATION FUND
-OPPENHEIMER VALUE FUND
OPPENHEIMER U.S. GOVERNMENT TRUST
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 17, 2005
The Oppenheimer funds listed above (each a "Fund" and collectively the
"Funds") will host a joint Special Meeting of shareholders on August 17, 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 nine Trustees
2. Proposals to change, add or eliminate certain fundamental investment
policies.
Any shareholder who owned shares of a Fund at the close of business on May
19, 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: June 20, 2005
By Order of the Board of Directors/Trustees
Robert G. Zack, Secretary
OPPENHEIMER AMT-FREE MUNICIPALS
OPPENHEIMER AMT-FREE NEW YORK MUNICIPALS
OPPENHEIMER BALANCED FUND
OPPENHEIMER CALIFORNIA MUNICIPAL FUND
OPPENHEIMER CAPITAL APPRECIATION FUND
OPPENHEIMER DEVELOPING MARKETS FUND
OPPENHEIMER DISCOVERY FUND
OPPENHEIMER EMERGING GROWTH FUND
OPPENHEIMER EMERGING TECHNOLOGIES FUND
OPPENHEIMER ENTERPRISE FUND
OPPENHEIMER GLOBAL FUND
OPPENHEIMER GLOBAL OPPORTUNITIES FUND
OPPENHEIMER GOLD & SPECIAL MINERALS FUND
OPPENHEIMER GROWTH FUND
OPPENHEIMER INTERNATIONAL GROWTH FUND
OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND
OPPENHEIMER MONEY MARKET FUND
OPPENHEIMER MULTI-STATE TRUST, on behalf of
-OPPENHEIMER NEW JERSEY MUNICIPAL FUND
-OPPENHEIMER PENNSYLVANIA MUNICIPAL FUND
-OPPENHEIMER ROCHESTER NATIONAL MUNICIPALS
OPPENHEIMER SERIES FUND, INC., on behalf of
-OPPENHEIMER DISCIPLINED ALLOCATION FUND
-OPPENHEIMER VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 17, 2005
This is a Proxy Statement for the above listed Oppenheimer funds (each a
"Fund" and collectively the "Funds"). The Board of Trustees/Directors ("Board"
or "Trustees") of the Funds is soliciting proxies for a joint Special Meeting of
shareholders of each Fund to approve proposals that have already been approved
by 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 August 17, 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 May 19, 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. If you have any
questions, please call 1-800-225-5677 (1-800-CALL-OPP). The Funds expect to mail
the Notice of Special Meeting, this Proxy Statement and proxy ballot to
shareholders on or about June 20, 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, 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 (if available)
is available at no cost. To request a report, please call the Funds toll-free at
1-800-CALL OPP (1-800-225-5677), or write to the Funds at OppenheimerFunds
Services, P.O. Box 5270, Denver, Colorado 80217-5270.
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 Nine Trustees for the Funds.
For the election of Trustees, shareholders of Oppenheimer Rochester
National Municipals, New Jersey Municipal Fund and Pennsylvania Municipal Fund
will vote together. Shareholders of Disciplined Allocation Fund and Value Fund
will vote together. Shareholders of all other Funds will vote separately.
PROPOSAL 2: To approve changes in, or the addition or elimination of, certain
fundamental investment policies.
The following key provides a brief description of each sub-proposal in
Proposal 2. Following the key is a table showing which proposals apply to your
Fund(s).
Shareholders of each Fund vote separately on each sub-proposal in Proposal
2 as indicated in the table.
2a: Borrowing
2b: Concentration of Investments
2c: Diversification of Investments
2d: Futures
2e: Investing to Exercise Control
2f: Investing in Issuers Whose Shares are Owned by the Funds' Trustees and Officers
2g: Investing in Other Investment Companies
2h: Lending
2i: Margin and Short Sales (purchasing)
2j: Pledging, Mortgaging or Hypothecating of Assets
2k: Real Estate and Commodities
2l: Senior Securities
2m: Underwriting
2n Investing in Unseasoned Issuers
2o: Investment Percentage Restrictions
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Name of Oppenheimer 2a 2b 2c 2d 2e 2f 2g 2h 2i 2j 2k 2l 2m 2n 2o
Fund
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AMT-Free Municipals X X
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AMT-Free NY X X X X X
Municipals
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Balanced X X X X X X X X X X X
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California Municipal X X X X X
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Capital Appreciation X X X X
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Developing Markets X X X X X X
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Discovery X X X X X X
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Emerging Growth X X X X X X
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Emerging X X X X X
Technologies
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Enterprise X X X X X X X X X X X
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Global X X X X X X X X X X X X
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Global Opportunities X X
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Gold & Special X X
Minerals
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Growth X X X X
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International Growth X X X X X X X X X X X
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International Small X X X X X X
Company
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Money Market X X X X X X
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New Jersey Municipal X X
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Pennsylvania X X X X X X
Municipal
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Rochester National X X X X X
Municipals
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U.S. Government X X X X X X X
Trust
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Value X X
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Has my Fund's Board approved the Proposals?
Yes. The Board unanimously approved these proposals on June 16, 2005 and
recommends that you vote to approve each proposal.
Why am I being asked to elect Trustees?
Certain regulations require that a majority of Trustees be elected by
shareholders. In addition new trustees cannot be appointed by the Trustees to
fill vacancies created by resignations or an expansion of the Board unless,
after those appointments, at least two-thirds of the Trustees have been elected
by shareholders. Nine members of the current Board will stand for election at
this Special Meeting of shareholders.
Why is the Board recommending changes to, or the addition 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 addition 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 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." 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 of my Fund?
No. Each Fund will continue to be managed according to its current
investment objective.
When will the Shareholder Meeting be held?
The Meeting will be held on August 17, 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 them in the enclosed postage paid envelope. You may also
vote your shares by calling toll-free 1-800-___-____, by facsimile or via the
internet by following the instructions on the attached proxy ballot(s). If you
need assistance, or have any questions regarding the proposals or how to vote
your shares, please call 1-800-225-5677 (1-800-CALL-OPP).
PROPOSAL 1
ELECTION OF TRUSTEES
At the Meeting, nine (9) Trustees are to be elected. 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.
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, theymay 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 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.
Each of the Trustee nominees, except Matthew P. Fink and John V. Murphy,
currently serves as a Trustee for all Funds included in this Proxy Statement.
Mr. Fink serves as a Trustee for nine (9) Funds included in this Proxy
Statement. Mr. Fink serves as a Trustee for AMT-Free New York Municipals,
California Municipal Fund, Capital Appreciation Fund, Discovery Fund, Global
Opportunities Fund, Gold & Special Minerals Fund, Growth Fund, Money Market
Fund, Disciplined Allocation Fund, and Value Fund. Mr. Murphy serves as a
Trustee for 13 Funds included in this Proxy Statement. Mr. Murphy serves as a
Trustee for AMT-Free New York Municipals, California Municipal Fund, Capital
Appreciation Fund, Discovery Fund, Emerging Growth Fund, Emerging Technologies
Fund, Global Opportunities Fund, Gold & Special Minerals Fund, Growth Fund,
Money Market Fund, Disciplined Allocation Fund, Value Fund, and U.S. Government
Trust. Each of the Trustees serves as trustee or director of other funds in the
Oppenheimer family of funds.
Except for Mr. Murphy, each Trustee is not an "interested person" of the
Funds (as that term is defined in the Investment Company Act) ("Independent
Trustee"). Mr. Murphy is an "interested person" of the Funds, because he is
affiliated with OppenheimerFunds, Inc. (the "Manager") by virtue of his
positions as an officer and director of the Manager, and as a shareholder of its
parent company.
Russell S. Reynolds 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 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 the 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 Funds' Trustees and officers (including the portfolio managers), their
positions with the Fund 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.
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;
Fund, Number of Portfolios in Fund Complex Currently
Length of Service, Overseen by Trustee
Age
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Clayton K. Yeutter, Of Counsel (since 1993), Hogan & Hartson (a law
Chairman of the Board firm). Other directorships: Danielson Holding Corp.
of Trustees, (since 2002); formerly a director of Weyerhaeuser
Trustee since 1991 Corp. (1999-2004), Caterpillar, Inc. (1993-December
Age: 74 2002), ConAgra Foods (1993-2001), FMC (1993-2001)
and Texas Instruments (1993-2001). Oversees 24
portfolios in the OppenheimerFunds complex.
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Matthew P. Fink, Director (since October 1991) of ICI Education
Trustee since 2005 Foundation. Formerly President of the Investment
Age: 64 Company Institute (October 1991-October 2004),
Director of ICI Mutual Insurance Company (October
1991-June 2004). Oversees 9 portfolios in the
OppenheimerFunds complex.
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Robert G. Galli, A trustee or director of other Oppenheimer funds.
Trustee since 1993 Formerly Trustee (May 2000-2002) of Research
Age: 71 Foundation of AIMR (investment research,
non-profit) and Vice Chairman (October
1995-December 1997) of the Manager. Oversees 34
portfolios in the OppenheimerFunds complex.
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Phillip A. Griffiths, A director (since 1991) of the Institute for
Trustee, since 1999 Advanced Study, Princeton, N.J., a director (since
Age: 66 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).
Oversees 24 portfolios in the OppenheimerFunds
complex.
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Mary F. Miller, Trustee (since October 1998) of the American
Trustee since 2004 Symphony Orchestra (not-for-profit performing
Age: 62 arts). Formerly a Senior Vice President and General
Auditor of American Express Company (financial
services) (July 1998-February 2003). Oversees 24
portfolios in the OppenheimerFunds complex.
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Joel W. Motley, Director (since 2002) Columbia Equity Financial
Trustee since 2002 Corp. (privately-held financial adviser); Managing
Age: 53 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). Oversees 24 portfolios in the
OppenheimerFunds complex.
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Kenneth A. Randall, A director of Dominion Resources, Inc. (electric
Trustee since 1988 utility holding company); formerly a director of
Age: 77 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. Oversees 24
portfolios in the OppenheimerFunds complex.
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Russell S. Reynolds, Chairman (since 1993) of The Directorship Search
Jr., Group, Inc. (corporate governance consulting and
Trustee since 1989 executive recruiting); a life trustee of
Age: 73 International House (non-profit educational
organization), and a trustee (since 1996) of the
Greenwich Historical Society. Oversees 24
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 or her resignation, retirement, death or removal.
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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
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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: 55 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 72 portfolios as Trustee/Director
and 10 portfolios as Officer in the
OppenheimerFunds complex.
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The dollar ranges of securities beneficially owned by the Trustees in each
Fund as of December 31, 2004 (and as of March 31, 2004 for Mr. Fink), are as
follows:
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Trustee Aggregate Dollar Range of Equity Securities
Held in All Registered Investment Companies
Overseen or to be Overseen by Trustee in the
Oppenheimer Family of Investment Companies
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Mr. Fink Over $100,000
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Mr. Galli Over $100,000
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Mr. Griffiths Over $100,000
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Ms. Miller None
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Mr. Motley Over $100,000
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Mr. Murphy Over $100,000
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Mr. Randall Over $100,000
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Mr. Reynolds Over $100,000
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Mr. Yeutter Over $100,000
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A. General Information Regarding the Board
The Funds are governed by the Board which is 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 which is responsible for the Funds' day-to-day operations. Eight
meetings of the Trustees were held during the calendar year ended December 31,
2004. Each Trustee was present for at least 75% of the aggregate number of Board
meetings and all committees on which that Trustee served that were held during
the period.
B. Committees of the Board of Trustees
The Board of Trustees has appointed four standing committees: an Audit
Committee, a Regulatory & Oversight Committee, a Governance Committee, and a
Proxy Committee.
The Audit Committee is comprised solely of Independent Trustees. The
members of the Audit Committee are Joel Motley (Chairman), Edward Regan (who
will be retiring from the Board and is not a nominee in this Proxy Statement),
Kenneth Randall and Mary Miller. The Audit Committee held 6 meetings during the
calendar year ended December 31, 2004. The Audit Committee provides the Board
with recommendations regarding the selection of the Funds' independent
registered public accounting firm. The Audit Committee also reviews the scope
and results of audits and the audit fees charged, reviews reports from the
Fund's independent registered public accounting firm concerning the Fund's
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 members of the Regulatory & Oversight Committee are Robert Galli
(Chairman), Joel Motley and Phillip Griffiths. The Regulatory & Oversight
Committee held 6 meetings during the calendar year ended December 31, 2004. The
Regulatory & Oversight Committee evaluates and reports to the 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 Governance committee is comprised solely of Independent Trustees. The
members of the Governance Committee are Phillip Griffiths (Chairman), Russell S.
Reynolds, Jr. and Kenneth Randall. The Governance Committee held 6 meetings
during the calendar year ended December 31, 2004. The Governance Committee
reviews the Funds' governance guidelines, the adequacy of the Funds' Codes of
Ethics, and develops qualification criteria for Board members consistent with
the Funds' governance guidelines, among other duties set forth in the
Committee's charter.
The members of the Proxy Committee have been Edward Regan (Chairman) (who,
as stated above, will be retiring from the Board), Russell Reynolds and John
Murphy (for those Fund for which Mr. Murphy serves as a Trustee). The Proxy
Committee held 1 meeting during the calendar year ended December 31, 2004. The
Proxy Committee provides the Board with recommendations for proxy voting and
monitors proxy voting by the Funds.
The Board is responsible for approving nominees for election as trustees.
To assist in this task, the Board has designated the Governance Committee as the
nominating committee for the Board. It reviews and recommends nominees to the
Board. The Committee is comprised entirely of Independent Trustees. The Board
does not have a standing compensation committee.
The Governance Committee charter describes the responsibilities of the
Committee in nominating candidates for election as Independent Trustees of the
Funds. The Board has adopted a written charter for the Committee. A current copy
of the Governance Committee charter is expected to be available to shareholders
in the near future on the OppenheimerFunds website at www.oppenheimerfunds.com.
Under the current policy, if the Board determines that a vacancy exists or
is likely to exist on the Board, the Governance Committee will consider
candidates for Board membership including those recommended by the Funds'
shareholders. The Governance 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 Governance 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 Committee has not established specific qualifications that it believes
must be met by a trustee nominee. In evaluating trustee nominees, the 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 Governance 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 Funds' Independent 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 for which an Independent Trustee serves
as a director or 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 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.
-------------------------------------------------------------------------
Director Name and Other Fund Aggregate Total Compensation
From All Oppenheimer
Funds For Which
Individual
Position(s) Compensation Serves As
(as applicable) From the Funds Trustee/Director
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Clayton K. Yeutter $173,700 $173,700
Chairman of the Board
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Robert G. Galli
Regulatory & Oversight Committee $129,312 $240,312(1)
Chairman
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Phillip Griffiths $142,092 $142,092
Governance Committee Chairman
and Regulatory & Oversight
Committee Member
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Mary F. Miller(2) $8,532 $8,532
Audit Committee Member
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Joel W. Motley $150,760 $150,760
Audit Committee Chairman and
Regulatory & Oversight Committee
Member
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Kenneth A. Randall $134,080 $134,080
Audit Committee Member and
Governance Committee Member
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Russell S. Reynolds, Jr. $106,792 $106,792
Proxy Committee Member and
Governance Committee Member
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Matthew Fink(3) $0 $0
-------------------------------------------------------------------------
1. Includes $111,000 paid to Mr. Galli for serving as trustee or director
of 10 other Oppenheimer funds.
2. The Board appointed Ms. Miller as a Trustee to 12 Funds on August 13,
2004 and to 10 Funds on October 26, 2004.
3. The Board appointed Mr. Fink as a Trustee on January 1, 2005 and
therefore, he did not receive any compensation for the period.
The Board 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. 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, Miao, 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, Miao and Zack
and Ms. Bloomberg, Two World Financial Center, 225 Liberty Street, New York, NY
10281-1008, for Messrs. Petersen, Vandehey and Vottiero and Wixted and Ms. Ives,
6803 S. Tucson Way, Centennial, CO 80112-3924. With the exception of the
officers of Disciplined Allocation Fund, Value Fund, Money Market Fund,
California Municipals Fund and Balanced Fund who serve for a one-year term, 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: 565 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). And
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) Prior to
which she was and Associate at Skadden, Arps, Slate,
Meagher & Flom, LLP (September 1996-April 1999). An
officer of 83 portfolios in the OppenheimerFunds complex.
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
Wayne Miao, Assistant Vice President and Assistant Counsel of the
Assistant Secretary Manager since June 2004. Formerly and Associate with
since 2004 Sidley Austin Brown & Wood LLP (September 1999-May 2004).
Age: 31 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
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Rajeev Bhaman, Vice President of the Manager since January 1997; an
Vice President and officer of 2 portfolios in the OppenheimerFunds
Portfolio Manager of Global complex.
Fund since 2004
Age: 41
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Randall C. Dishmon, Vice President of the Manager since January 2005.
Assistant Vice President Previously, an Assistant Vice President and Senior
and Assistant Portfolio Research Analyst (June 2001-January 2005) of the
Manager of Global Manager. Prior to joining the Manager he was a
Opportunities Fund since management consultant with Booz, Allen & Hamilton
2004 (May 1998-June 2001).
Age: 39
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
George Evans, Vice President (since October 1993) and Director of
Vice President and International Equities (since July 2004) of the
Portfolio Manager of Manager. Formerly Vice President of HarbourView Asset
International Growth Fund Management Corporation (July 1994-November 2001); an
since 1996 officer of 2 portfolios in the OppenheimerFunds
Age: 45 complex.
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Ronald H. Fielding, Senior Vice President of the Manager since January
Vice President and 1996; Chairman of the Rochester Division of the
Portfolio Manager of Manager since January 1996; an officer of 10
AMT-Free Municipals, portfolios in the OppenheimerFunds complex.
AMT-Free New York
Municipals, California
Municipals, New Jersey
Municipal Fund,
Pennsylvania Municipal
Fund, and Rochester
National Municipals since
1999
Age: 56
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Alan Gilston, Vice President of the Manager since September 1997.
Vice President and
Portfolio Manager of
Enterprise Fund since 2004
Age: 47
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Laura Granger, Vice President of the Manager since October 2000; an
Vice President and officer of 3 portfolios in the OppenheimerFunds
Portfolio Manager of complex. Formerly a portfolio manager at Fortis
Discovery Fund, Emerging Advisors (July 1998-October 2000).
Growth Fund, Emerging
Technologies Fund since 2000
Age: 44
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Frank Jennings, Vice President of the Manager since September 1995.
Vice President and
Portfolio Manager of Global
Opportunities Fund since
1995
Age: 57
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Christopher Leavy, Senior Vice President of the Manager since September
Vice President and 2000; an officer of 8 portfolios in the
Portfolio Manager of Value OppenheimerFunds complex. Formerly a portfolio
Fund, U.S. Government Trust manager of Morgan Stanley Dean Witter Investment
and Disciplined Allocation Management (1997 - September 2000).
Fund since 2000
Age: 34
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Mark Madden, Vice President of the Manager (since August 2004).
Vice President and Formerly he held the following positions in Global
Portfolio Manager of Asset Management at Pioneer Investment Management,
Developing Markets Fund Inc.: Managing Director, Global Emerging Markets Team
since 2004 (November 2000-July 2004) and Senior Vice President
Age: 48 and Portfolio Manager, International Equities
(December 1998-October 2000).
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Angelo Manioudakis, Senior Vice President of the Manager (since April
Vice President and 2002), of HarbourView Asset Management Corporation
Portfolio Manager of U.S. (since April, 2002 and of OFI Institutional Asset
Government Trust and Management, Inc. (since June 2002); an officer of 14
Disciplined Allocation Fund portfolios in the OppenheimerFunds complex. Formerly
since 2002 Executive Director and portfolio manager for Miller,
Age: 39 Anderson & Sherrerd, a division of Morgan Stanley
Investment Management (August 1993-April 2002).
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
David Poiesz, Senior Vice President of the Manager since June 2004;
Vice President and an officer of 2 portfolios in the OppenheimerFunds
Portfolio Manager of Growth complex; formerly a senior portfolio manager at
Fund since 2004 Merrill Lynch. (October 2002-May 2004); and founding
Age: 47 partner of RiverRock, a hedge fund product; (April
1999-July 2001).
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Jane Putnam, Vice President of the Manager since October 1995; an
Vice President and officer of 2 portfolios in the OppenheimerFunds
Portfolio Manager of complex.
Capital Appreciation Fund
since 1995
Age: 44
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Rohit Sah, Vice President of the Manager since January 2004.
Vice President and Formerly Assistant Vice President and Assistant
Portfolio Manager of Portfolio Manager of the Manager (December 2000 -
International Small Company December 2003); an equity analyst of the Manager
Fund since 2004 (June 1996 - December 2000).
Age: 39
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Barry D. Weiss, Vice President of the Manager (since July 2001) and
Vice President and of HarbourView Asset Management Corporation (since
Portfolio Manager of Money June 2003); an officer of 6 portfolios in the
Market Fund since 2001 OppenheimerFunds complex. Formerly Assistant Vice
Age: 41 President and Senior Credit Analyst of the Manager
(February 2000-June 2001). Prior to joining the
Manager in February 2000, he was Associate Director,
Structured Finance, Fitch IBCA Inc. (April 1998 -
February 2000).
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
William L. Wilby, Senior Vice President (since July 1994) and Senior
Vice President and Investment Officer, Director of Equities (since July
Portfolio Manager of Global 2004) of the Manager. Formerly, Senior Investment
Fund since 2002 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.
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Carol E. Wolf, Senior Vice President of the Manager (since June
Vice President and 2000) and of HarbourView Asset Management Corporation
Portfolio Manager of Money (since June 2003); an officer of 6 portfolios in the
Market Fund, Inc. since 1988 OppenheimerFunds complex. Formerly Vice President of
Age: 53 the Manager (June 1990 - June 2000).
- ------------------------------------------------------------------------------------
All officers serve at the pleasure of the Board. As of May 19, 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. 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, and 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 have selected KPMG LLP as their Independent Registered Public
Accounting Firm ("Principal Accountant" or "KPMG") for each of their 2004 and
2003 fiscal years as well as the current fiscal year.
Audit Fees. The principal accountant for the audit of each Fund's annual
financial statements billed the following amounts in each Fund's
fiscal 2004 and fiscal 2003.
-----------------------------------------------------------
Fund 2004 2003
-----------------------------------------------------------
-----------------------------------------------------------
Global Opportunities Fund $28,000 $25,000
-----------------------------------------------------------
-----------------------------------------------------------
Balanced Fund $43,000 $40,000
-----------------------------------------------------------
-----------------------------------------------------------
Global Fund $54,000 $50,000
-----------------------------------------------------------
-----------------------------------------------------------
AMT-Free New York Municipals $28,000 $20,000
-----------------------------------------------------------
-----------------------------------------------------------
Discovery Fund $33,000 $28,000
-----------------------------------------------------------
-----------------------------------------------------------
U.S. Government Trust $30,000 $25,000
-----------------------------------------------------------
-----------------------------------------------------------
Growth Fund $45,000 $35,000
-----------------------------------------------------------
-----------------------------------------------------------
Capital Appreciation Fund $45,000 $45,000
-----------------------------------------------------------
-----------------------------------------------------------
Developing Markets Fund $15,000 $15,000
-----------------------------------------------------------
-----------------------------------------------------------
International Small Company Fund $18,000 $15,000
-----------------------------------------------------------
-----------------------------------------------------------
Enterprise Fund $13,000 $10,000
-----------------------------------------------------------
-----------------------------------------------------------
Gold & Special Minerals Fund $20,000 $15,000
-----------------------------------------------------------
-----------------------------------------------------------
Value Fund $13,000 $10,000
-----------------------------------------------------------
-----------------------------------------------------------
Emerging Growth Fund $18,000 $15,000
-----------------------------------------------------------
-----------------------------------------------------------
Emerging Technologies Fund $18,000 $17,000
-----------------------------------------------------------
-----------------------------------------------------------
International Growth Fund $18,000 $15,000
-----------------------------------------------------------
-----------------------------------------------------------
Money Market Fund, Inc. $38,000 $35,000
-----------------------------------------------------------
-----------------------------------------------------------
AMT-Free Municipals $20,000 $20,000
-----------------------------------------------------------
-----------------------------------------------------------
New Jersey Municipal Fund $18,000 $15,000
-----------------------------------------------------------
-----------------------------------------------------------
Pennsylvania Municipal Fund $18,000 $15,000
-----------------------------------------------------------
-----------------------------------------------------------
California Municipal Fund $20,000 $15,000
-----------------------------------------------------------
-----------------------------------------------------------
Rochester National Municipals $18,000 $15,000
-----------------------------------------------------------
Audit-Related Fees. The principal accountant for the audit of each Fund's annual
financial statements did not bill any such fees during each Fund's fiscal 2004
and billed the following amounts to the Fund during each Fund's fiscal 2003.
---------------------------------------------
Fund 2003
---------------------------------------------
---------------------------------------------
Global Opportunities Fund 0
---------------------------------------------
---------------------------------------------
Balanced Fund 0
---------------------------------------------
---------------------------------------------
Global Fund $5,628
---------------------------------------------
---------------------------------------------
AMT-Free New York Municipals 0
---------------------------------------------
---------------------------------------------
Discovery Fund 0
---------------------------------------------
---------------------------------------------
U.S. Government Trust 0
---------------------------------------------
---------------------------------------------
Growth Fund $6,375
---------------------------------------------
---------------------------------------------
Capital Appreciation Fund 0
---------------------------------------------
---------------------------------------------
Developing Markets Fund 0
---------------------------------------------
---------------------------------------------
International Small Company Fund 0
---------------------------------------------
---------------------------------------------
Enterprise Fund 0
---------------------------------------------
---------------------------------------------
Gold & Special Minerals Fund 0
---------------------------------------------
---------------------------------------------
Value Fund $5,000
---------------------------------------------
---------------------------------------------
Emerging Growth Fund 0
---------------------------------------------
---------------------------------------------
Emerging Technologies Fund 0
---------------------------------------------
---------------------------------------------
International Growth Fund 0
---------------------------------------------
---------------------------------------------
Money Market Fund, Inc. 0
---------------------------------------------
---------------------------------------------
AMT-Free Municipals 0
---------------------------------------------
---------------------------------------------
New Jersey Municipal Fund 0
---------------------------------------------
---------------------------------------------
Pennsylvania Municipal Fund 0
---------------------------------------------
---------------------------------------------
California Municipal Fund 0
---------------------------------------------
---------------------------------------------
Rochester National Municipals 0
---------------------------------------------
The principal accountant for the audit of each Fund's annual financial
statements billed the following amounts in each Fund's fiscal 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. No such
fees were billed in any Fund's fiscal 2003 for 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.
-------------------------------------------------
Fund 2004
-------------------------------------------------
-------------------------------------------------
Global Opportunities Fund $44,500
-------------------------------------------------
-------------------------------------------------
Balanced Fund $44,500
-------------------------------------------------
-------------------------------------------------
Global Fund $44,500
-------------------------------------------------
-------------------------------------------------
AMT-Free New York Municipals $44,500
-------------------------------------------------
-------------------------------------------------
Discovery Fund $44,500
-------------------------------------------------
-------------------------------------------------
U.S. Government Trust $39,500
-------------------------------------------------
-------------------------------------------------
Growth Fund $39,500
-------------------------------------------------
-------------------------------------------------
Capital Appreciation Fund $39,500
-------------------------------------------------
-------------------------------------------------
Developing Markets Fund $39,500
-------------------------------------------------
-------------------------------------------------
International Small Company Fund $39,500
-------------------------------------------------
-------------------------------------------------
Enterprise Fund $39,500
-------------------------------------------------
-------------------------------------------------
Gold & Special Minerals Fund 0
-------------------------------------------------
-------------------------------------------------
Value Fund $39,500
-------------------------------------------------
-------------------------------------------------
Emerging Growth Fund $39,500
-------------------------------------------------
-------------------------------------------------
Emerging Technologies Fund $39,500
-------------------------------------------------
-------------------------------------------------
International Growth Fund $39,500
-------------------------------------------------
-------------------------------------------------
Money Market Fund, Inc. $39,500
-------------------------------------------------
-------------------------------------------------
AMT-Free Municipals $39,500
-------------------------------------------------
-------------------------------------------------
New Jersey Municipal Fund $39,500
-------------------------------------------------
-------------------------------------------------
Pennsylvania Municipal Fund $39,500
-------------------------------------------------
-------------------------------------------------
California Municipal Fund $39,500
-------------------------------------------------
-------------------------------------------------
Rochester National Municipals $39,500
-------------------------------------------------
Such 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.
Tax Fees. The principal accountant for the audit of each Fund's annual
financial statements billed the following amounts in each Fund's fiscal 2004 and
fiscal 2003 for among others: 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.
- ---------------------------------------------------------------
Fund 2004 2003
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Global Opportunities Fund $3,364 0
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Balanced Fund 0 0
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Global Fund $4,984 $4,167
- ---------------------------------------------------------------
- ---------------------------------------------------------------
AMT-Free New York Municipals 0 0
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Discovery Fund 0 0
- ---------------------------------------------------------------
- ---------------------------------------------------------------
U.S. Government Trust 0 0
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Growth Fund 0 $6,250
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Capital Appreciation Fund 0 0
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Developing Markets Fund $7,563 $2,339
- ---------------------------------------------------------------
- ---------------------------------------------------------------
International Small Company Fund $11,285 0
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Enterprise Fund 0 0
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Gold & Special Minerals Fund 0 0
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Value Fund $6,250 0
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Emerging Growth Fund 0 0
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Emerging Technologies Fund 0 0
- ---------------------------------------------------------------
- ---------------------------------------------------------------
International Growth Fund 0 $5,315
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Money Market Fund, Inc. 0 $5,000
- ---------------------------------------------------------------
- ---------------------------------------------------------------
AMT-Free Municipals 0 $5,000
- ---------------------------------------------------------------
- ---------------------------------------------------------------
New Jersey Municipal Fund 0 $5,000
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Pennsylvania Municipal Fund 0 $5,000
- ---------------------------------------------------------------
- ---------------------------------------------------------------
California Municipal Fund 0 $5,000
- ---------------------------------------------------------------
- ---------------------------------------------------------------
Rochester National Municipals 0 $5,000
- ---------------------------------------------------------------
The principal accountant for the audit of each Fund's annual financial
statements billed $6,000 in each Fund's fiscal 2004 and (except as noted in the
next sentence) $5,000 in each Fund's fiscal 2003 for such fees 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. The
principal accountant for the audit of Gold & Special Minerals Fund, Money
Market Fund, Inc., AMT-Free Municipals, New Jersey Municipal Fund, Pennsylvania
Municipal Fund, California Municipal Fund and Rochester National Municipals
annual financial statements billed no such fees in each Fund's fiscal 2003 to
the Funds' investment adviser or any entity controlling, controlled by, or under
common control with the adviser that provides ongoing services to the Funds.
All Other Fees. The principal accountant for the audit of each Fund's annual
financial statements billed no other fees in each Fund's fiscal 2004 and the
following other fees in each Fund's fiscal 2003.
- --------------------------------------------------------
Fund 2003
- --------------------------------------------------------
- --------------------------------------------------------
Global Opportunities Fund $438
- --------------------------------------------------------
- --------------------------------------------------------
Balanced Fund $30,439
- --------------------------------------------------------
- --------------------------------------------------------
Global Fund $1,592
- --------------------------------------------------------
- --------------------------------------------------------
AMT-Free New York Municipals 0
- --------------------------------------------------------
- --------------------------------------------------------
Discovery Fund $208
- --------------------------------------------------------
- --------------------------------------------------------
U.S. Government Trust $400
- --------------------------------------------------------
- --------------------------------------------------------
Growth Fund $355
- --------------------------------------------------------
- --------------------------------------------------------
Capital Appreciation Fund $1,456
- --------------------------------------------------------
- --------------------------------------------------------
Developing Markets Fund $110
- --------------------------------------------------------
- --------------------------------------------------------
International Small Company Fund $13
- --------------------------------------------------------
- --------------------------------------------------------
Enterprise Fund $42
- --------------------------------------------------------
- --------------------------------------------------------
Gold & Special Minerals Fund $48
- --------------------------------------------------------
- --------------------------------------------------------
Value Fund $52
- --------------------------------------------------------
- --------------------------------------------------------
Emerging Growth Fund $8
- --------------------------------------------------------
- --------------------------------------------------------
Emerging Technologies Fund $26
- --------------------------------------------------------
- --------------------------------------------------------
International Growth Fund $143
- --------------------------------------------------------
- --------------------------------------------------------
Money Market Fund, Inc. $475
- --------------------------------------------------------
- --------------------------------------------------------
AMT-Free Municipals $167
- --------------------------------------------------------
- --------------------------------------------------------
New Jersey Municipal Fund $27
- --------------------------------------------------------
- --------------------------------------------------------
Pennsylvania Municipal Fund $83
- --------------------------------------------------------
- --------------------------------------------------------
California Municipal Fund $136
- --------------------------------------------------------
- --------------------------------------------------------
Rochester National Municipals $113
- --------------------------------------------------------
The principal accountant for the audit of each Fund's annual financial
statements billed no such fees during the last two fiscal years 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.
Such fees would include consultations regarding each Fund's retirement plan
with respect to its Trustees.
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 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 the prior items were pre-approved by the Audit Committee.
The principal accountant for the audit of each Fund's annual financial
statements billed the following amounts in each Fund's fiscal 2004 and fiscal
2003 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 each Fund related to non-audit fees. Those billings did not include
any prohibited non-audit services as defined by the Securities Exchange Act of
1934.
- --------------------------------------------------------------
Fund 2004 2003
- --------------------------------------------------------------
- --------------------------------------------------------------
Global Opportunities Fund $53,865 $5,438
- --------------------------------------------------------------
- --------------------------------------------------------------
Balanced Fund $50,500 $41,939
- --------------------------------------------------------------
- --------------------------------------------------------------
Global Fund $54,667 $16,387
- --------------------------------------------------------------
- --------------------------------------------------------------
AMT-Free New York Municipals $50,500 $5,137
- --------------------------------------------------------------
- --------------------------------------------------------------
Discovery Fund $50,500 $5,208
- --------------------------------------------------------------
- --------------------------------------------------------------
U.S. Government Trust $50,500 $5,208
- --------------------------------------------------------------
- --------------------------------------------------------------
Growth Fund $45,500 $17,980
- --------------------------------------------------------------
- --------------------------------------------------------------
Capital Appreciation Fund $45,500 $6,456
- --------------------------------------------------------------
- --------------------------------------------------------------
Developing Markets Fund $53,063 $7,449
- --------------------------------------------------------------
- --------------------------------------------------------------
International Small Company Fund $57,325 $5,013
- --------------------------------------------------------------
- --------------------------------------------------------------
Enterprise Fund $45,500 $5,042
- --------------------------------------------------------------
- --------------------------------------------------------------
Gold & Special Minerals Fund $6,000 $48
- --------------------------------------------------------------
- --------------------------------------------------------------
Value Fund $45,500 $16,302
- --------------------------------------------------------------
- --------------------------------------------------------------
Emerging Growth Fund $45,500 $5,008
- --------------------------------------------------------------
- --------------------------------------------------------------
Emerging Technologies Fund $45,500 $5,026
- --------------------------------------------------------------
- --------------------------------------------------------------
International Growth Fund $45,500 $10,458
- --------------------------------------------------------------
- --------------------------------------------------------------
Money Market Fund, Inc. $45,500 $5,475
- --------------------------------------------------------------
- --------------------------------------------------------------
AMT-Free Municipals $45,500 $5,157
- --------------------------------------------------------------
- --------------------------------------------------------------
New Jersey Municipal Fund $45,500 $5,207
- --------------------------------------------------------------
- --------------------------------------------------------------
Pennsylvania Municipal Fund $45,500 $5,083
- --------------------------------------------------------------
- --------------------------------------------------------------
California Municipal Fund $45,500 $5,136
- --------------------------------------------------------------
- --------------------------------------------------------------
Rochester National Municipals $45,500 $5,113
- --------------------------------------------------------------
The Funds' 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 is compatible
with maintaining the principal account's independence. No such services were
rendered. Representatives of KPMG 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 ADDITION OR 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 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.
Each sub-proposal in this Proposal 2 will be voted on separately by each
Fund, and 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" below.)
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.
Shareholders are requested to vote on each sub-proposal in Proposal 2
separately. If approved by each Fund's shareholders at the Special Meeting, the
proposed changes to each Fund's fundamental investment policies will be adopted
by each Fund but the effective date of the sub-proposals will be delayed until
the particular Fund's prospectus 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 need toborrow 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 Funds' current
policies on borrowing vary and generally restrict the Funds to borrowing only
from banks, for temporary purposes, limit the Funds' borrowing to 5% or 10% of
its assets or prohibit a Fund from borrowing for investment or leverage
purposes.
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
flexibility 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 each Fund's assets.
Currently, under the Investment Company Act, a mutual fund may borrow only
from banks and only to the extent that 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). Notwithstanding the preceding sentence, a
fund 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 when permissible. Borrowing from another Oppenheimer fund could
reduce certain borrowing and transaction costs.
The Trustees propose that the current policy be amended to permit the Fund
to borrow as permitted under the Investment Company Act.(1) 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
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Balanced Fund The Fund cannot borrow money in excess of 5% of
the value of its total assets. It can borrow only
as a temporary measure for extraordinary or
emergency purposes.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Developing Market Fund The Fund has the ability to borrow up to 10% of
the value of its net assets from banks on an
unsecured basis to invest the borrowed funds in
portfolio securities. This speculative technique
is known as "leverage." The Fund can also borrow
from banks for temporary or emergency purposes.
The Fund may borrow only from banks.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Enterprise Fund The Fund has the ability to borrow from banks on
an unsecured basis to invest the borrowed funds
in portfolio securities. This speculative
technique is known as "leverage." The Fund may
borrow only from banks.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Global Fund The Fund has the ability to borrow up to 10% of
the value of its net assets from banks on an
unsecured basis to invest the borrowed funds in
portfolio securities. This speculative technique
is known as "leverage." The Fund may borrow only
from banks.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
International Growth Fund From time to time, as a fundamental policy the
Fund may borrow up to 10% of the value of its net
assets from banks on an unsecured basis to buy
securities. This speculative investment strategy
is known as "leverage". Any such borrowing will
be made only from banks, and pursuant to the
requirements of the Investment Company Act, will
be made only to the extent that 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.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
International Small The Fund has the ability to borrow up to 10% of
Company Fund the value of its net assets from banks on an
unsecured basis to invest the borrowed funds in
portfolio securities. This speculative technique
is known as "leverage." The Fund may borrow only
from banks. Under current regulatory
requirements, borrowings can be made only to the
extent that 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).
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Emerging Growth Fund The Fund cannot borrow, other than from banks and
only to the extent that 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).
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Emerging Technologies Fund The Fund cannot borrow money in excess of 33 1/3%
of the value of its total assets at the time of
the borrowings. The Fund can borrow only from
banks. The Fund's borrowings must comply with the
300% asset coverage requirement under the
Investment Company Act, as such requirement may
be amended from time to time.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Pennsylvania Municipal The Fund cannot borrow money or securities for
Fund any purposes, except that (a) borrowing up to 10%
of the Fund's total assets from banks and/or
affiliated investment companies as a temporary
measure for extraordinary or emergency purposes
and (b) borrowing up to 5% of the Fund's total
assets from banks for investment purposes, is
permitted.
- ------------------------------------------------------------------------------
Proposal 2b: Concentration of Investments
Certain Funds currently have a fundamental investment policy prohibiting
them from "concentrating" their investments, meaning investing "more than 25%"
of their total assets in any one industry, excluding securities issued or
guaranteed by the United States government or its agencies and
instrumentalities. Consistent with the SEC staff's interpretation of
"concentration" under the Investment Company Act, the Funds interpret this
policy to apply to "25% or more" of their respective total assets rather than
"more than 25%." The Trustees propose that the Funds' respective industry
concentration policies remain fundamental, but be amended to state that they
apply to "25% or more" of each Fund's total assets and to clarify that the
policies do not apply to investments in government securities or securities
issued by other mutual funds.
The proposed modifications modernize and clarify the restrictions
concerning concentration by defining concentration as the term is used in the
Investment Company Act and as interpreted or modified by the appropriate
regulatory authority. 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
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Capital Appreciation Fund The Fund cannot invest 25% or more of its total
Discovery Fund assets in any one industry. That limit does not
Developing Markets Fund apply to securities issued or guaranteed by the
Emerging Technologies Fund U.S. government or its agencies and
Balanced Fund instrumentalities or securities issued by
Emerging Growth Fund investment companies.
Enterprise Fund
Global Fund
International Growth Fund
International Small
Company Fund
U.S. Government Trust
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Pennsylvania Municipal The Fund cannot invest 25% or more of its total
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
Pennsylvania municipal securities.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Gold & Special Minerals With the exception of its investments in Mining
Fund Securities and Metal Investments, the Fund cannot
invest 25% or more of its total 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.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Fund Current Fundamental Policy
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Capital Appreciation Fund The Fund cannot concentrate investments. That
Discovery Fund means it cannot invest 25% or more of its total
assets in companies in any one industry.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Developing Markets Fund The Fund cannot concentrate investments in any
particular industry. That means it cannot invest
25% or more of its total assets in companies in
any one industry.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Emerging Technologies Fund The Fund cannot invest 25% or more of its total
assets in securities of issuers having their
principal business activities in the same
industry. The percentage limitation in this
investment restriction does not apply to
securities issued or guaranteed by the U.S.
government or its agencies and instrumentalities.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Gold & Special Fund With the exception of its investments in Mining
Securities and Metal Investments, the Fund cannot
concentrate investments. That means it cannot
invest 25% or more of its total assets in any
industry other than Mining Securities, or Mining
Securities and Metal Investments.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Balanced Fund The Fund cannot concentrate investments. That
Emerging Growth Fund means it cannot invest 25% or more of its total
Enterprise Fund assets in companies in any one industry.
Global Fund Obligations of the U.S. government, its agencies
International Growth Fund and instrumentalities are not considered to be
International Small part of an "industry" for the purposes of this
Company Fund restriction.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Pennsylvania Municipal The Fund cannot concentrate its investments to
Fund the extent of 25% of its total assets in any
industry. However, there is no limitation as to
the Fund's investments in municipal securities in
general or in Pennsylvania municipal securities,
or in obligations issued by the U.S. Government
and its agencies or instrumentalities.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
U.S. Government Trust The Fund will not invest 25% or more of its
assets in investments in any industry. There is
no limit, however, on the Fund's investments in
obligations of the U.S. government or its
agencies or instrumentalities.
------------------------------------------------------------------------------
Proposal 2c: Diversification of Investments
Under the Investment Company Act, a fund's policy regarding diversification may not
be changed without shareholder approval. Currently, with respect to 75% of each Fund's
total assets, the Fund cannot buy securities of any one issuer if more than 5% of its total
assets would be invested in securities of that issuer or if it would then own more than 10%
of that issuer's voting securities. The limit does not apply to securities issued by the
U.S. government or any of its agencies or instrumentalities.
The Trustees propose that the Fund's policy with respect to diversification
be amended to clarify that the policy does not apply to securities of other
investment companies. Additionally, the Trustees propose that Enterprise Fund's
policy with respect to diversification be amended to apply to 75% of its
respective total assets only.
Although the proposed change would not affect any Fund's status as a
"diversified" fund, the proposed policy could subject an investment in
Enterprise Fund to greater risk because the Fund would be able to invest a
greater percentage of its respective assets in the securities of a single
issuer. Nonetheless, approval of this sub-proposal is not expected to materially
affect management of the Enterprise Fund or any of the other Funds. Accordingly,
amending the Fund's diversification policy as proposed would increase the Fund's
investment opportunities without materially increasing the risk of an investment
in the Fund.
In addition, the proposed change would be consistent with the requirements
of the Investment Company Act and would promote the standardization of
fundamental investment policies among the funds in the Oppenheimer funds
complex. As amended, the policy on diversification for each Fund would remain a
fundamental policy changeable by the vote of a majority of the outstanding
voting securities as defined in the Investment Company Act. The Funds' proposed
and current fundamental investment policies are set forth below.
- --------------------------------------------------------------------------
Proposed Fundamental Policy
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
The Fund cannot buy securities or other instruments issued or guaranteed
by any one issuer if more than 5% of its total assets would be invested
in securities or other instruments of that issuer or if it would then
own more than 10% of that issuer's voting securities. This limitation
applies to 75% of the Fund's total assets. The limit does not apply to
securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities or securities of other investment
companies.
- --------------------------------------------------------------------------
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
AMT-Free New York With respect to 75% of its assets, the Fund
Municipals cannot purchase securities issued or
guaranteed by any one issuer (other than the
U.S. government or its agencies or
instrumentalities), if more than 5% of the
Fund's total assets would be invested in
securities of that issuer or the Fund would
then own more than 10% of that issuer's voting
securities.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Balanced Fund The Fund cannot buy securities issued or
Capital Appreciation Fund guaranteed by any one issuer if more than 5%
Developing Markets Fund of its total assets would be invested in
securities of that issuer or if it would then
own more than 10% of that issuer's voting
securities. That restriction applies to 75% of
the Fund's total assets. The limit does not
apply to securities issued by the U.S.
government or any of its agencies or
instrumentalities.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Discovery Fund The Fund cannot buy securities or other
instruments issued or guaranteed by any one
issuer if more than 5% of its total assets
would be invested in securities or other
instruments of that issuer or if it would then
own more than 10% of that issuer's voting
securities. This limitation applies to 75% of
the Fund's total assets. The limit does not
apply to securities issued by the U.S.
government or any of its agencies or
instrumentalities.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Enterprise Fund The Fund cannot buy securities issued or
guaranteed by any one issuer if more than 5%
of its total assets would be invested in
securities of that issuer or if it would then
own more than 10% of that issuer's voting
securities. The limit does not apply to
securities issued by the U.S. government or
any of its agencies or instrumentalities.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Global Fund The Fund cannot buy securities issued or
Global Opportunities Fund guaranteed by any one issuer if more than 5%
Growth Fund of its total assets would be invested in
International Growth Fund securities of that issuer or if it would then
International Small own more than 10% of that issuer's voting
Company Fund securities. That restriction applies to 75% of
the Fund's total assets. The limit does not
apply to securities issued by the U.S.
government or any of its agencies or
instrumentalities.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Emerging Growth Fund The Fund cannot buy securities issued or
Rochester National guaranteed by any one issuer if more than 5%
Municipals of its total assets would be invested in
securities of that issuer or if it would then
own more than 10% of that issuer's voting
securities. That restriction applies to 75% of
the Fund's total assets. The limit does not
apply to securities issued by the U.S.
Government or any of its agencies or
instrumentalities or securities of other
investment companies.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
U.S. Government Trust The Fund cannot buy securities issued or
guaranteed by any one issuer if more than 5%
of its total assets would be invested in
securities of that issuer or if it would then
own more than 10% of that issuer's voting
securities. That restriction applies to 75%
of the Fund's total assets. The limit does
not apply to securities issued by the U.S.
government or any of its agencies or
instrumentalities.
---------------------------------------------------------------------------
Proposal 2d: Futures
The Board proposes to eliminate the restriction relating to buying or selling futures
contracts with respect to AMT-Free New York Municipals and California Municipal Fund.
These two funds are the only two Funds within the Funds included in this proxy statement
that have such a prohibition. Elimination of this fundamental policy is unlikely to affect
management of either Fund, and is not expected to materially increase the risk of an
investment in the Funds. The Trustees recommend that shareholders eliminate this
fundamental investment policy to conform the Fund's policy in this area to other
Oppenheimer funds.
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
AMT-Free New York Municipals The Fund cannot buy or sell futures
California Municipal Fund contracts other than interest rate futures
and municipal bond index futures.
---------------------------------------------------------------------------
Proposal 2e: Investing to Exercise Control
Certain Funds are currently subject to a fundamental investment policy
prohibiting them from investing in portfolio companies for the purpose of
exercising control. It is proposed that the current fundamental investment
policy be eliminated. Although these Funds have no intention of investing for
the purpose of exercising control of a company, the existing policy is
unnecessary and may reduce possible investment opportunities as well as
undermine the ability of the Funds to realize the full value of portfolio
investments under certain circumstances.
Elimination of this fundamental investment policy is not expected to have a
significant impact on any Fund's investment practices or management, because the
Funds have no intention of investing in companies for the purpose of obtaining
or exercising management or control. This policy was originally adopted to
address then-existing state requirements in connection with the registration of
shares of the Funds for sale in a particular state or states. As a result of
NSMIA, the state restriction no longer applies to the Funds.
In addition, the existing policy may unnecessarily restrict the investment
flexibility of the Funds because the Funds might be considered to be investing
for control if they purchase a large percentage of the securities of a single
issuer. The existing policy also may undermine a Fund's ability to realize the
full value of portfolio investments under certain circumstances. For example, if
an issuer in which one of the Funds has invested subsequently seeks to
reorganize under the protection of the bankruptcy laws, it may be in the Fund's
best interest to be represented on the creditors' committee appointed during the
bankruptcy proceedings. The existing policy may prevent the Funds from securing
representation on that creditors' committee.
The Trustees therefore recommend that shareholders approve elimination of
this
fundamental investment policy in order to increase each Fund's flexibility when choosing
investments and investment strategies in the future. As noted above, elimination of this
fundamental policy is unlikely to affect management of the Funds, and is not expected to
materially increase the risk of an investment in any Fund.
The Funds' current fundamental investment policy is set forth below.
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Balanced Fund The Fund cannot invest in the securities
issued by any company for the purpose of
acquiring control or management of that
company, except in connection with a merger,
reorganization, consolidation or acquisition
of assets.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Enterprise Fund The Fund cannot invest in companies for the
International Growth Fund purpose of acquiring control or management of
them.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Global Fund The Fund cannot invest in the securities
issued by any company for the purpose of
exercising management control of that company.
---------------------------------------------------------------------------
Proposal 2f: Investments in Issuers Whose Shares are Owned by the Fund's
Trustees or Officers
Certain Funds are currently subject to a fundamental investment policy
prohibiting them from purchasing or holding the securities of an issuer if the
officers and trustees of the Funds or the Manager individually beneficially own
1/2 of 1% of such securities and together own more than 5% of such securities.
It is proposed that the current fundamental policy be eliminated.
This policy was originally adopted to address then existing state
requirements in connection with the registration of shares of the Funds for sale
in a particular state or states. As a result of NSMIA, the state restriction is
no longer applicable. In addition, maintaining the restriction is not necessary,
because the conflict of interest that the restriction was probably meant to
prevent is already adequately covered under the Investment Company Act. The
restriction could impose limitations on the operation of the portfolio and is
difficult to administer. Elimination of this fundamental policy is unlikely to
affect management of the Funds, and is not expected to materially increase the
risk of an investment in the Funds.
The Trustees recommend that shareholders eliminate this fundamental
investment policy to conform the Fund's policy in this area to other Oppenheimer
funds. In addition, the Trustees believe that its elimination could increase the
Fund's flexibility when choosing investments in the future. The Funds' current
fundamental investment policy is set forth below.
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Fund Current Fundamental Policy
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Balanced Fund The Fund cannot invest in or hold securities of
Global Fund any issuer if officers and Trustees of the Fund
or the Manager individually beneficially own
more than 1/2 of 1% of the securities of that
issuer and together own more than 5% of the
securities of that issuer.
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Enterprise Fund The Fund cannot invest in or hold securities of
International Growth any issuer if officers and Trustees or Directors
Fund of the Fund or the Manager individually
beneficially own more than 1/2 of 1% of the
securities of that issuer and together own more
than 5% of the securities of that issuer.
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Money Market Fund The Fund cannot invest in or hold securities of
any issuer if those officers and directors of
the Fund or its advisor who beneficially own
individually more than 1/2 of 1% of the
securities of such issuer together own more than
5% of the securities of such issuer.
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Proposal 2g: 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 revised and
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. For several of the Funds
listed below, it is necessary to eliminate this fundamental investment policy to
allow the Funds the ability to take advantage of the exemptive relief. However,
the Funds 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. When Congress adopted the "fund-of-funds"
amendments to Section 12(d)(1) in 1996, it permitted 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 and are set forth below.
---------------------------------------------------------------------------
Fund Current Fundamental Policy
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California Municipal The Fund cannot invest in securities of other
Fund investment companies, except to the extent
permitted under the Investment Company Act, the
rules and regulations thereunder or any exemption
therefrom, as such statute, rules and regulations
may be amended or interpreted from time to time.
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Developing Markets Fund Another fundamental policy adopted by the Fund
permits it to invest all of its assets in the
securities of a single open-end management
investment company for which the Manager, one of
its subsidiaries or a successor is the investment
Advisor or sub-Advisor. That fund must have
substantially the same fundamental investment
objective, policies and limitations as the Fund.
This policy 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 this Statement of Additional
Information would be revised accordingly. In
addition, the Fund may invest in funds selected
by a Trustee of the Fund under its Deferred
Compensation Plan for Disinterested Trustees.
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Enterprise Fund The Fund cannot invest in other open-end
investment companies or invest more than 5% of
its net assets in closed-end investment
companies, including small business investment
companies. The Fund cannot make any such
investment at commission rates in excess of
normal brokerage commissions.
Another fundamental policy adopted by the Fund
permits it to invest all of its assets in the
securities of a single open-end management
investment company for which the Manager, one of
its subsidiaries or a successor is the investment
adviser or sub-adviser. That fund must have
substantially the same fundamental investment
objective, policies and limitations as the Fund.
This policy 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 this Statement of Additional
Information would be revised accordingly.
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Global Fund The Fund cannot invest in securities of other
open-end investment companies, except in
connection with a merger, consolidation,
reorganization or acquisition of assets, or
invest more than 5% of its net assets in
closed-end investment companies, including small
business investment companies. Such investments
may not be made at commission rates in excess of
normal brokerage commissions.
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International Growth The Fund cannot invest in other open-end
Fund investment companies. It cannot invest more than
5% of its net assets in closed-end investment
companies, including small business development
companies. Any brokerage commissions it pays in
investing in closed-end investment companies must
not exceed normal commission rates.
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Money Market Fund The Fund cannot invest in securities of other
investment companies.
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---------------------------------------------------------------------------
Rochester National The Fund cannot invest in other investment
Municipals 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 this
Statement of Additional Information would be
revised accordingly.
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---------------------------------------------------------------------------
U.S. Government Trust The Fund cannot invest in securities of other
investment companies, except if it acquires them
as part of a merger, consolidation or acquisition
of assets.
---------------------------------------------------------------------------
Proposal 2h: 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. (2)
Currently, the Investment Company Act permits (a) lending of securities,
(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 and each Fund's prospectus will be updated to reflect the Investment
Company Act's current restrictions regarding lending.
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 when it is permissible and desirable to do
so. 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
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Balanced Fund The Fund cannot lend money. However, it can buy debt
securities that its investment policies and restrictions
permit it to purchase. The Fund may also lend its
portfolio securities subject to the percentage
restrictions set forth in this Statement of Additional
Information and may enter into repurchase agreements.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Developing The Fund cannot lend money. However, the Fund can enter
Markets Fund into repurchase transactions and can invest in all or a
portion of an issue of bonds, debentures, commercial
paper or other similar corporate obligations, whether or
not they are publicly distributed. Investments in
obligations that are not publicly distributed are subject
to any applicable percentage limitation on the Fund's
holdings of illiquid and restricted securities. The Fund
may also lend its portfolio securities subject to any
restrictions adopted by the Board of Trustees.
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------------------------------------------------------------------------------
Discovery Fund The Fund cannot make loans except (a) through lending of
Emerging Growth securities in an amount not to exceed 25% of its total
Fund assets, (b) through the purchase of debt securities or
similar evidences of indebtedness, (c) through 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
331/3% of the value of its total assets (taken at market
value at the time of such loans), and (d) through
repurchase agreements.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Emerging The Fund cannot make loans except (a) through lending of
Technologies Fund securities, (b) through the purchase of debt securities
or similar evidences of indebtedness, (c) through 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.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Enterprise Fund The Fund cannot lend money. However, it can invest in
publicly distributed debt securities that the Fund's
investment policies and restrictions permit it to
purchase. The Fund may also lend its portfolio securities
and enter into repurchase agreements.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Global Fund The Fund cannot lend money. However, it can invest in all
or a portion of an issue of bonds, debentures, commercial
paper or other similar corporate obligations of the types
that are usually purchased by institutions, whether or not
they are publicly distributed. The Fund may also enter
into repurchase agreements.
-----------------------------------------------------------
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International The Fund cannot lend money. However, it can invest in all
Growth Fund or a portion of an issue of bonds, debentures, commercial
paper or other similar corporate obligations, whether or
not they are publicly distributed (however, the purchase
of obligations that are not publicly distributed is
limited by the Fund's policy on holding restricted and
illiquid securities). The Fund may also lend its
portfolio securities subject to any restrictions adopted
by the Board of Trustees, and may enter into repurchase
agreements.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
International The Fund cannot lend money. However, it can invest in all
Small Company Fund or a portion of an issue of bonds, debentures, commercial
paper or other similar corporate obligations, whether or
not they are publicly distributed. The Fund may also lend
its portfolio securities subject to any restrictions
adopted by the Board of Trustees, and may enter into
repurchase agreements.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Pennsylvania The Fund cannot make loans except (a) by lending
Municipal Fund portfolio securities, (b) through the purchase of debt
instruments or similar evidences of indebtedness, (c)
Rochester through repurchase agreements, and (d) through an
National interfund lending program with other affiliated funds.
Municipals No such loan may be made through interfund lending if, as
a result, the aggregate of those loans would exceed 33
1/3% of the value of the Fund's total assets (taken at
market value at the time the loan is made).
------------------------------------------------------------------------------
Proposal 2i: Margin and Short Sales.
The Funds listed below are currently subject to a fundamental investment
policy prohibiting them from purchasing securities on margin and engaging in
short sales. The existing policy is not required to be a fundamental investment
policy under the Investment Company Act. It is proposed that this current
fundamental policy prohibiting purchases of securities on margin and engaging in
short sales be eliminated for each Fund.
Margin purchases involve the purchase of securities with borrowed money,
and the Investment Company Act imposes certain restrictions on borrowing as
discussed in detail below under proposals 2(a): "Borrowing" and 2(j) "Pledging,
Mortgaging or Hypothecating Assets," respectively. "Margin" is the cash or
securities that the borrower places with a broker as collateral against the
loan. Although each Fund listed below has a current fundamental investment
policy that prohibits it from purchasing securities on margin, the Investment
Company Act permits the Funds to obtain such short-term credits as may be
necessary for the clearance of transactions. In addition, SEC staff
interpretations permit mutual funds to make margin payments in connection with
the purchase and sale of futures contracts and options on futures contracts.
In a short sale, an investor sells a borrowed security with a corresponding
obligation to the lender to return the identical security. In an investment
technique known as a short sale "against-the-box," an investor sells short while
owning the same securities in the same amount, or having the right to obtain
equivalent securities. The investor could have the right to obtain equivalent
securities, for example, through ownership of options or convertible securities.
A short sale is a form of leverage. Leverage exists when a fund has the
right to a return on an investment that exceeds the amount the fund contributed
to the investment. The use of leverage exposes shareholders and their
investments in a fund to a greater risk of loss. For example, engaging in short
sales may cause the value of a fund's shares to be more volatile than if the
fund did not engage in short selling. In addition, in a short sale, there is a
risk that the investor may have to buy the security later at a price higher than
the sales price and incur a loss as a result.
As a result of NSMIA, the state restrictions regarding margin purchases and
short sales no longer apply to the Funds. The Trustees recommend that
shareholders eliminate this fundamental investment policy to conform each Fund's
policy to other Oppenheimer funds. Elimination of this fundamental investment
policy is unlikely to affect management of the Funds, and is not expected to
materially increase the risk of an investment in any Fund.
Although the Funds would be permitted to sell securities short if
shareholders approve this proposal, the Funds would have to segregate liquid
assets to cover their obligation under any short sale. If the Trustees and
Manager believed that it was in the best interests of a Fund to engage in short
sales to a significant degree, that Fund's prospectus would have to be updated
to reflect such a change in policy unless the prospectus already contained such
a policy. Among other things, the prospectus would be updated to describe in
detail the risks associated with short sales, which are outlined above. The
Board proposes to eliminate the restrictions relating to purchasing on margin.
The practices of purchasing securities on margin and selling securities
short when a Fund does not own the security create the issuance of a senior
security. Open-end investment portfolios such as the Funds are by law not
permitted to issue senior securities except under very limited circumstances.
Therefore, there is no need for the Funds to have a restriction on purchasing on
margin or selling short since these activities are controlled by statutory
requirements and other restrictions adopted by the Funds. Eliminating this
restriction would not affect any Fund's present investment strategies. Each
Fund's current fundamental investment policy is set forth below.
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Balanced Fund The Fund cannot buy securities on margin. However,
this does not prohibit the Fund from making margin
deposits in connection with any of the hedging
instruments permitted by any of its other investment
policies.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Enterprise Fund The Fund cannot make short sales of securities
except "short sales against-the-box."
The Fund cannot purchase securities on margin.
However, the Fund may make margin deposits in
connection with any of the hedging instruments
permitted by any of its other investment policies.
------------------------------------------------------
---------------------------------------------------------------------------
Global Fund The Fund cannot buy securities on margin. However,
the Fund can make margin deposits in connection with
its use of hedging instruments.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
International The Fund cannot purchase securities on margin.
Growth Fund However, the Fund may make margin deposits in
connection with any of the hedging instruments
permitted by any of its other investment policies.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Money Market Fund The Fund cannot purchase securities on margin or
make short sales of securities.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
U.S. Government The Fund cannot purchase securities on margin or
Trust make short sales of securities. However, the Fund
may make margin deposits in connection with any of
the hedging instruments permitted by any of its
other fundamental policies.
---------------------------------------------------------------------------
Proposal 2j: Pledging, Mortgaging or Hypothecating of Assets.
Certain Funds are currently subject to a fundamental investment policy concerning the
pledging, mortgaging or hypothecating of their respective assets. It is proposed that this
current fundamental investment policy be eliminated.
The existing policy concerning pledging, mortgaging or hypothecating of assets is not
required to be fundamental under the Investment Company Act, and the Funds should be
provided with the maximum flexibility permitted by law to pursue their investment
objectives. The Trustees recommend that the policy regarding pledging, mortgaging or
hypothecating be eliminated so that the Funds may enter into collateral arrangements in
connection with their borrowing requirements consistent with their other investment
policies, including their policies regarding borrowing and issuing senior securities. The
risks associated with borrowing are discussed in detail under proposal 2(a) ("Borrowing").
The restriction on pledging and hypothecating assets was based on state law
requirements that are no longer applicable. Removing this restriction would give the Fund
greater flexibility by permitting management to make changes in investment policy regarding
pledging or mortgaging assets without seeking shareholder approval. In addition, removing
this restriction would afford the Fund greater flexibility in permitted borrowing
transactions, because bank lenders often require a pledge of assets as security for loans.
Eliminating this restriction would not affect the Fund's present investment practices.
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Balanced Fund The Fund cannot mortgage, hypothecate or pledge
any of its assets to secure a debt. However, the
escrow arrangements in connection with hedging
instruments are not considered to involve a
mortgage, hypothecation or pledge.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
International Growth The Fund cannot mortgage or pledge any of its
Fund assets. However, this does not prohibit the
escrow arrangements contemplated by the writing
of covered call options or other collateral or
margin arrangements in connection with any of
the hedging instruments permitted by any of its
other investment policies
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Enterprise Fund The Fund cannot pledge, mortgage or hypothecate
any of its assets. However, this does not
prohibit the escrow arrangements contemplated by
the put and call activities of the Fund or other
collateral or margin arrangements in connection
with any of the hedging instruments permitted by
any of its other policies.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Global Fund The Fund cannot mortgage or pledge any of its
assets. However, this does not prohibit the Fund
from pledging its assets for the collateral
arrangements in connection with the use of
hedging instruments.
---------------------------------------------------------------------------
Proposal 2k: Real Estate and Commodities
Certain Funds are currently subject to a fundamental investment policy prohibiting
them from investing in real estate, interests in oil, gas or other mineral-related programs
or leases, and/or commodities. It is proposed that the current fundamental policies
regarding real estate and commodities be amended, and that any current fundamental policy
regarding investment in oil, gas and other mineral or development programs be eliminated.
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 limitation on investing in oil, gas or other mineral exploration or development
programs was originally adopted to address then existing state requirements in connection
with the registration of shares of the Funds for sale in a particular state or states. As
a result of NSMIA, this state restriction no longer applies to the Funds. The Trustees
recommend that shareholders eliminate this fundamental investment policy and conform the
Funds' policies in this area to other Oppenheimer funds. In addition, the Trustees believe
that its elimination could increase each Fund's flexibility when choosing investments in
the future.
Although the Funds would be permitted to invest in interests in oil, gas or other
mineral exploration or development programs if shareholders approve this proposal, the
Funds currently have no intention of investing in such interests. If the Trustees and
Manager believed that it was in the best interests of any Fund to invest in oil, gas or
other mineral exploration or development programs to a significant degree, that Fund's
prospectus would have to be updated to reflect such a change in policy. Among other
things, the prospectuses would be updated to describe in detail the risks associated with
investments in interests in oil, gas, or other mineral exploration or development programs,
which may have limited liquidity so that the Funds could have difficulty selling them at an
acceptable price when they want to sell them.
In addition, the values of interests in oil, gas, or other mineral exploration or
development programs may be more volatile than other investments. Nonetheless, as
previously noted, no Fund currently has an intention of investing in such interests if
shareholders approve this proposal. This change would have no impact on the current
investment strategies of the Funds.
It would, however, allow 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 were 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.
-------------------------------------------------------------------------
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Balanced Fund The Fund cannot buy or sell real estate,
including futures contracts. However, the Fund
can purchase debt securities secured by real
estate or interests in real estate.
The Fund cannot invest in physical commodities
or commodity contracts. However, the Fund may
buy and sell the hedging instruments permitted
by any of its other investment policies. The
Fund can also buy and sell options, futures,
securities or other instruments backed by, or
the investment return from which is linked to
changes in the price of, physical commodities.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Pennsylvania Municipal The Fund cannot invest in real estate. This
Fund restriction shall not prevent the Fund from
Rochester National investing in municipal securities or other
Municipals permitted securities that are secured by real
estate or interests in real estate.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Capital Appreciation Fund The Fund cannot invest in real estate, 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.
The Fund cannot invest in 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.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Developing Markets Fund The Fund cannot invest in real estate or
interests in real estate. However, the Fund
can purchase readily-marketable securities of
companies holding real estate or interests in
real estate.
The Fund cannot invest in commodities or
commodity contracts, other than the hedging
instruments permitted by any of its other
investment policies. It does not matter
whether the hedging instrument is considered
to be a commodity or commodity contract.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Discovery Fund The Fund cannot invest in real estate, 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
from time to time.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Emerging Growth Fund The Fund cannot invest in real estate or in
interests in real estate. However, the Fund
can purchase readily-marketable securities of
companies holding real estate or interests in
real estate.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Emerging Technologies Fund The Fund cannot buy or sell real estate.
However, the Fund can purchase securities
secured by real estate or interests in real
estate, or issued by issuers (including real
estate investment trusts) that invest in real
estate or interests in real estate. The Fund
may hold and sell real estate as acquired as a
result of the Fund's ownership of securities.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Enterprise Fund The Fund cannot invest in real estate or in
interests in real estate. However, the Fund
can purchase readily-marketable securities of
companies holding real estate or interests in
real estate.
The Fund cannot invest in interests in oil,
gas or other mineral exploration or
development programs.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Global Fund The Fund cannot buy or sell real estate.
However, the Fund can purchase debt securities
secured by real estate or interests in real
estate, or issued by companies, including real
estate investment trusts, which invest in real
estate or interests in real estate.
The Fund cannot invest in commodities or
commodity contracts, other than the hedging
instruments permitted by any of its other
fundamental policies. It does not matter
whether the hedging instrument is considered
to be a commodity or commodity contract.
The Fund cannot invest in oil, gas or other
mineral exploration or development programs.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Growth Fund The Fund cannot invest in real estate.
However, the Fund can purchase
readily-marketable securities of companies
holding real estate or interests in real
estate.
The Fund cannot invest in commodities or
commodity contracts other than the hedging
instruments permitted by any of its other
fundamental policies, whether or not such
hedging instrument is considered to be a
commodity or commodity contract.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
International Growth Fund The Fund cannot invest in real estate or
interests in real estate. However, the Fund
can purchase readily-marketable securities of
companies holding real estate or interests in
real estate.
The Fund cannot invest in commodities or
commodity contracts, other than the hedging
instruments permitted by any of its other
investment policies. It does not matter
whether the hedging instrument is considered
to be a commodity or commodity contract.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
International Small The Fund cannot invest in real estate.
Company Fund However, the Fund can purchase
readily-marketable securities of companies
holding real estate or interests in real
estate.
The Fund cannot invest in commodities or
commodity contracts, other than the hedging
instruments permitted by any of its other
investment policies. It does not matter
whether the hedging instrument is considered
to be a commodity or commodity contract.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Money Market Fund The Fund cannot invest in real estate.
However, the Fund may purchase commercial
paper issued by companies which invest in real
estate or interests in real estate.
The Fund cannot invest in commodities or
commodity contracts or invest in interests in
oil, gas, or other mineral exploration or
mineral development programs.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Value Fund The Fund cannot invest in real estate or 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) if permitted by its other
investment policies.
The Fund cannot invest in physical commodities
or commodities contracts. However, the Fund
can invest in hedging instruments permitted by
any of its other investment policies, and can
buy or sell options, futures, securities or
other instruments backed by, or the investment
return from which is linked to, changes in the
price of physical commodities, commodity
contracts or currencies.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
U.S. Government Trust The Fund cannot invest in real estate.
The Fund cannot invest in physical
commodities. This restriction does not
prevent the Fund from investing in derivative
or hedging instruments in accordance with its
investment policies.
---------------------------------------------------------------------------
Proposal 2l: 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
open-end 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
---------------------------------------------------------------------------
---------------------------------------------------------------------------
AMT-Free Municipals The Fund cannot issue any bonds, debentures
or senior equity securities.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
AMT-Free New York The Fund cannot issue "senior securities,"
Municipals but this does not prohibit certain investment
Balanced Fund activities for which assets of the Fund are
Capital Appreciation Fund designated as segregated, or margin,
Developing Markets Fund collateral or escrow agreements are
Discovery Fund established, to cover the related
Emerging Growth Fund obligations. Examples of those activities
Enterprise Fund include borrowing money, reverse repurchase
Gold & Special Minerals agreements, delayed-delivery and when-issued
Fund arrangements for portfolio securities
International Small transactions, and contracts to buy or sell
Company Fund derivatives, hedging instruments, options or
Money Market Fund futures.
New Jersey Municipal Fund
Pennsylvania Municipal
Rochester National
Municipals
U.S. Government Trust
---------------------------------------------------------------------------
---------------------------------------------------------------------------
California Municipal Fund The Fund currently has an operating policy
(which is not a fundamental policy but will
not be changed without the approval of a
shareholder vote) that prohibits the Fund
from issuing senior securities. However, the
policy does not prohibit certain activities
that are permitted by the Fund's other
policies, including borrowing money for
emergency purposes as permitted by its other
investment policies and applicable
regulations, entering into delayed-delivery
and when-issued arrangements for portfolio
securities transactions, and entering into
contracts to buy or sell derivatives, hedging
instruments, options, futures and the related
margin, collateral or escrow arrangements
permitted under its other investment
policies.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Emerging Technologies Fund The Fund cannot issue "senior securities,"
except as permitted under the Investment
Company Act. This limitation does not
prohibit certain investment activities for
which assets of the Fund are designated as
segregated, or margin, collateral or 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.
-----------------------------------------------
---------------------------------------------------------------------------
Global Fund The Fund cannot issue "senior securities",
Global Opportunities Fund but this does not prohibit certain investment
activities for which assets of the Fund are
designated as identified on the Fund's books,
or margin, collateral or 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.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Growth Fund The Fund currently has an operating policy
(which is not a fundamental policy but will
not be changed without the approval of a
shareholder vote) that prohibits the Fund
from issuing senior securities. However,
that policy does not prohibit certain
investment activities that are permitted by
the Fund's other policies, including, for
example, borrowing money, and entering into
contracts to buy or sell derivatives, hedging
instruments, options, futures and the related
margin, collateral or escrow arrangements.
-----------------------------------------------
---------------------------------------------------------------------------
International Growth Fund The Fund cannot issue senior securities. This
restriction does not prevent the Fund from
borrowing money for investment or emergency
purposes, or from entering into margin,
collateral or escrow arrangements permitted
by its other investment policies.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Value Fund The Fund cannot issue senior securities.
However, it can make payments or deposits of
margin in connection with options or futures
transactions, lend its portfolio securities,
enter into repurchase agreements, borrow
money and pledge its assets as permitted by
its other fundamental policies. For purposes
of this restriction, the issuance of shares
of common stock in multiple classes or
series, the purchase or sale of options,
futures contracts and options on futures
contracts, forward commitments, and
repurchase agreements entered into in
accordance with the Fund's investment
policies, and the pledge, mortgage or
hypothecation of the Fund's assets are not
deemed to be senior securities.
---------------------------------------------------------------------------
Proposal 2m: Underwriting
The Funds listed below are currently subject to the fundamental investment policy
listed below concerning underwriting. The proposed amendment would modernize the language
concerning underwriting. In addition, the revised restriction would conform it to the
underwriting policies of other Oppenheimer funds. Under the proposed policy, a Fund would
not be prohibited from selling any security in its portfolio merely because the selling
Fund might technically be deemed to be an underwriter under the Securities Act. Making
this restriction consistent with that of the other Oppenheimer funds would simplify
portfolio management and ensure better compliance.
The proposed change in this investment restriction would not alter any Fund's
investment strategy and would not have any immediate impact on any Fund's investment
strategies. It is proposed that each Fund's current fundamental policy on underwriting,
applicable to the Funds listed below, be amended to read as follows:
Proposed Fundamental Policy
-------------------------------------------------------------------------
The Fund may not underwrite securities issued by others, except to the
extent that a Fund may be considered an underwriter within the meaning
of the Securities Act of 1933, as amended, when reselling securities
held in its own portfolio.
-------------------------------------------------------------------------
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
AMT-Free New York Municipals The Fund cannot underwrite securities or
California Municipal Fund invest in securities that are subject to
restrictions on resale.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Money Market Fund The Fund cannot underwrite securities of
U.S. Government Trust other companies.
---------------------------------------------------------------------------
Proposal 2n: Investments In Unseasoned Issuers
The Board proposes to eliminate the fundamental restriction that the Growth Fund
cannot deviate from its percentage restrictions that apply to its investments in small,
unseasoned companies.
This is another restriction that was imposed by state laws and is no longer
applicable nor is it required under the Investment Company Act. Without these legal
requirements, there is no reason to specifically limit the portfolio, particularly as a
fundamental policy.
Although the Fund has no intention of investing beyond its current percentage
restriction, the policy below is unnecessary and elimination of it will conform the Fund's
policy to other Oppenheimer funds. Eliminating the restriction as a fundamental policy
also allows flexibility by providing the Fund's Board the ability to change a restriction
without having to seek shareholder approval. This increase in flexibility would not change
the Fund's current investment strategy.
The Funds' current fundamental investment policy is set forth below.
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Growth Fund The Fund cannot deviate from the percentage
restrictions that apply to its investments
in small, unseasoned companies, borrowing
for leverage and loans of portfolio
securities.
---------------------------------------------------------------------------
Proposal 2o: Miscellaneous Investment Percentage Restrictions
The Funds listed below are currently subject to certain fundamental investment
policies concerning various percentage limitations on investments of their respective
assets. None of those existing policies is required under the Investment Company Act. It
is proposed that these current fundamental investment policies be eliminated.
Although the Funds have no intention of investing beyond any of their current
percentage restrictions, the policies below are unnecessary and elimination of these
policies will help conform each Fund's policy to other Oppenheimer funds. In addition, the
elimination of each policy could increase that Fund's flexibility when choosing investments
in the future. However, the portfolio manager would still have to comply with any of the
other percentage restrictions applicable to the Fund, whether fundamental or
non-fundamental. Therefore, elimination of these policies is unlikely to affect management
of the Funds, and is not expected to materially increase the risk of an investment in the
Funds. The Funds' current fundamental investment policies proposed to be eliminated are
set forth below.
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
AMT-Free Municipals The Fund cannot invest in securities or other
AMT-Free New York investments other than municipal securities,
Municipal the temporary investments described in its
California Municipal Prospectus, repurchase agreements, covered
calls, private activity municipal securities
and hedging instruments described in "About
the Fund" in the Prospectus or this Statement
of Additional Information.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Balanced Fund As a fundamental policy, the Fund cannot
invest more than 5% of its total assets in
warrants nor more than 2% of that amount in
warrants that are not listed on either the New
York or American Stock Exchanges. That limit
does not apply to warrants and rights the Fund
has acquired as part of units of securities or
that are attached to other securities that the
Fund buys.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Global Fund The Fund cannot invest more than 5% of its
total assets in warrants or rights. That
limit does not apply to warrants acquired as
part of a unit or that are attached to other
securities. No more than 2% of the Fund's
total assets may be invested in warrants that
are not listed on either the New York Stock
Exchange or the American Stock Exchange.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Discovery Fund The Fund cannot deviate from the percentage
limitations for its investment policies
described as "fundamental policies" in this
Statement of Additional Information or in the
Prospectus.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
New Jersey Municipal Fund The Fund invests at least 80% of its assets in
Pennsylvania Municipal municipal securities.
Fund
---------------------------------------------------------------------------
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 (May 19, 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 (All
Classes)
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Balanced Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer AMT-Free Municipals
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer AMT-Free New York Municipals
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer California Municipal Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Capital Appreciation Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Developing Markets Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Disciplined Allocation Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Discovery Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Emerging Growth Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Emerging Technologies Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Enterprise Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Global Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Global Opportunities Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Gold & Special Minerals Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Growth Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer International Growth Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer International Small Company
Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Money Market Fund, Inc.
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer New Jersey Municipal Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Pennsylvania Municipal Fund
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Rochester National Municipals
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer U.S. Government Trust
- -----------------------------------------------------------------------
- -----------------------------------------------------------------------
Oppenheimer Value Fund
- -----------------------------------------------------------------------
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:
Oppenheimer AMT-Free Municipals
MLPF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, Florida 32246-6484, which owned 216,189.888 Class B shares
(representing approximately 5.36% of the Fund's then outstanding Class B).
MLPF&S for the sole benefit of it customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, Florida 32246-6484, which owned 582,720.596 Class C shares
(representing approximately 11.79% of the Fund's then outstanding Class C).
Citigroup Global Markets Inc, 7th Floor 333 West 34th Street, New York, NY
10001-2483, which owned 345,374.943 Class C shares (representing approximately 6.99%
of the Fund's then outstanding Class C).
Oppenheimer AMT-Free New York Municipals
Citigroup Global Markets Inc, 7th Fl, 333 West 34th Street, New York, NY 10001-2483,
which owned 2,422,070.122, Class A shares (5.28% Class A shares outstanding).
Citigroup Global Markets Inc, 7th Fl, 333 West 34th Street, New York, NY 10001-2483,
which owned 189,879.996 Class B shares (9.04% of the Class B shares then outstanding).
MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 155,014.304 Class B shares (7.38% of the
Class B shares then outstanding).
MLPF&S For the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 171,594.394 (10.87% of the Class C shares
then outstanding).
Citigroup Global Markets Inc, 7th Fl, 333 West 34th Street, New York, NY 10001-2483,
which owned 125,004.632 (7.92% of the Class C shares then outstanding).
Oppenheimer Balanced Fund
Wilmington Trust Co Tr, Movado Group, FBO WTC MOVAGROU, 1100 N Market St, Wilmington,
DE 19801-1243, which owned 62,285.832 (8.18% of the Class N shares then outstanding).
RPSS Tr, Woolsey Bros Farm Supply Inc, 401(k) Plan, PO Box 363, Vandalia, IL
62471-0363 which owned 45,342.364 (5.95% of the Class N shares then outstanding).
Orchard Trust Co LLC, FBO Oppen Recordkeeperpro, 8515 E Orchard RD, Greenwood
Village, CO 80111-500, which owned 38,710.636 (5.08% of the Class N shares then
outstanding).
Oppenheimer California Municipal Fund
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 5,237,725.520 Class A shares (representing approximately
11.27% of the Fund's then outstanding Class A).
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 1,094,757.605 Class B shares (representing approximately
21.34% of the Fund's then outstanding Class B).
MLPF&S, for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, Florida 32246-6484, which owned 328.385.171 Class B shares (6.40% of
the Fund's then outstanding Class B).
MLPF&S, for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, Florida 32246-6484, which owned 568,841.299 Class C shares
(representing approximately 12.15% of the Fund's then outstanding Class C).
Oppenheimer Capital Appreciation
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 14,125,698.365 Class A shares (10.15% of
the Class A shares then outstanding).
Great-West Life & Annuity Insurance Company, Attn Mutual Fund Trading 2T2, 8515 E
Orchard Rd, Greenwood Village, CO 80111-500, which owned 10,686,981.991 Class A
shares (7.68% of the Class A shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 2,316,096.093 Class C shares (12.42% of
the Class C shares then outstanding).
Mark Curran Tr, Boeing Co Master Trust, 200 Newport Avenue Ext, North Quincy, MA
02171-2102, which owned 20,198,315.394 Class Y shares (79.23% of the Class Y
shares then outstanding).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA 02117-9130, which
owned 2,020,312.356 Class Y shares (7.92% of the Class Y shares then outstanding).
Oppenheimer Developing Markets Fund
Charles Schwab & Co Inc, Special Custody Acct for the Exclusive Benefit of Customers,
101 Montgomery St., San Francisco, CA 94104-4122, which owned 14,391,768.022 Class A
shares (12.67% of the Class A shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 11,401,868.920 Class A shares (10.11% of the
Class A shares then outstanding).
John Hancock Life Ins Co USA, ET-700, PO Box 600, Buffalo, NY 14201-0600, which owned
10,315,876.406 Class A shares (9.15% of the Class A shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 435,799.767 Class B shares (6.52% of the
Class B shares then outstanding).
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 421,058.681 Class B shares (6.30% of the Class B shares
then outstanding).
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 1,762,867.483 Class C shares (14.16% of the Class C
shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned1, 684,785.256 Class C shares (13.54% of the
Class C shares then outstanding).
Investors Bank & Trust Comp. TR, FBO Various Retirement Plans, C/O Diversified
Investment ADV, 4 Manhattanville Road, Purchase, NY 10577-2139, which owned
462,712.317 Class N shares (18.33% of the Class N shares then outstanding).
Oppenheimer Discovery Fund
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 1,545,078.755 Class A shares (9.70% of the
Class A shares then outstanding).
RPSS TR, Doctors Vision Ctr, 401(k) Plan, P.O. Box 7396, Rocky Mount, NC 27804-0396
which owned 21,277.969 Class N shares (8.18% of the Class N shares then outstanding).
Mass Mutual Life Insurance Co, Separate Investment Acct, 1295 State St, Springfield,
MA 01111-0001, which owned 919,518.031 (88.02% of the then outstanding Class Y
shares).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA 02117-9130, which
owned 122,341.771 Class Y shares (11.71% of the Class Y shares then outstanding).
Oppenheimer Emerging Growth Fund
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA 02117-9130, which
owned 233,814.888 Class Y shares (99.95% of the Class Y shares then outstanding).
Orchard Trust Company LLC, FBO Oppen Recordkeeperpro, 8515 East Orchard Rd.,
Greenwood Village, CO 80111-500, which owned 33,689.788 Class N shares (6.60% of the
Class N shares then outstanding).
Oppenheimer Emerging Technologies Fund
MCB Trust Services Cust, Sunbury Motor Company 401(k) Plan, 700 17th St., Ste. 300,
Denver, CO 80202-3531, which owned 88,421.691 Class N shares (6.42% of the Class N
shares then outstanding).
RPSS TR, AIR System Engineering Inc. 401(k) Plan, 3602 S. Pine St., Tacoma WA
98409-5705, which owned 79,133.892 Class N shares (5.75% of the Class N shares then
outstanding).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA 02117-9130, which
owned 773,438.911 Class Y shares (99.98% of the Class Y shares then outstanding).
Oppenheimer Enterprise Fund
MCB Trust Services Cust, VW International Inc, 700 17th St., Ste. 300, Denver,
CO 80202-3531, which owned 11,030.401 Class N shares (12.71% of the Class N
shares then outstanding).
Reliance Trust Co Cust, Data Display Products Inc 401(k), PO Box 48529,
Atlanta, GA 30362-1529, which owned 5,287.712 Class N shares (6.09% of the
Class N shares then outstanding).
MassMutual Life Insurance Co, Separate Investment Acct, 1295 State St.,
Springfield MA 01111-0001, which owned 692,949.709 Class Y shares (66.34% of
the Class Y shares then outstanding).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA 02117-9130,
which owned 351,564.643 Class Y shares (33.65% of the Class Y shares then
outstanding).
Oppenheimer Global Fund
Charles Schwab & Co Inc, Special Custody Acct for the Exclusive Benefit of
Customers, 101 Montgomery St., San Francisco, CA 94104-4122, which owned
8,682,077.275 Class A shares (5.44% of the Class A shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 1,722,317.354 Class C shares (9.64% of
the Class C shares then outstanding).
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 1,092,965.249 Class C shares (6.12 % of the Class C shares
then outstanding).
OFI Trust Company TR, OppenheimerFunds Inc, Deferred Compensation Plan, 225
Liberty St., Floor 11, New York, NY 10281-1024, which owned 540,436.074 Class Y
shares (17.70% of the Class Y shares then outstanding).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA 02117-9130, which
owned 384,015.223 Class Y shares (12.57% of the Class Y shares then outstanding).
Charles Schwab & Co Inc, Special Custody Acct for the Exclusive Benefit of
Customers, 101 Montgomery St., San Francisco, CA 94104-4122, which owned
370,161.628 Class Y shares (12.12% of the Class Y shares then outstanding).
Oregon College Savings Plan, Aggressive Portfolio, C/O OppenheimerFunds, PO Box
5270, Denver, CO 80217-5270, which owned 335,642.637 Class Y shares (10.99% of the
Class Y shares then outstanding).
Prudential Investment Mng Svcs, FBO Mutual Fund Clients, Mail Stop 194-201, 194
Wood Avenue South, Iselin, NJ 08830, which owned 335,709.696 Class Y shares
(10.99% of the Class Y shares then outstanding).
Oppenheimer Global Opportunities Fund
Charles Schwab & Co Inc, Special Custody Acct for the Exclusive Benefit of Customers,
101 Montgomery St., San Francisco, CA 94104-4122, which owned 9,984,100.375 Class A
shares (16.67% of the Class A shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 1,243,764.184 Class C shares (8.45% of the
Class C shares then outstanding).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA 02117-9130, which
owned 441,907.590 Class Y shares (53.79% of the Class Y shares then outstanding).
MassMutual Life Insurance Co, Separate Investment Acct, 1295 State St., Springfield
MA 01111-0001, which owned 325,135.500 Class Y shares (39.58% of the Class Y shares
then outstanding).
Oppenheimer Gold & Special Minerals Fund
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 1,710,425.191 Class A shares (13.15% of the
Class A shares then outstanding).
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 894,235.100 Class A shares (6.87% of the Class A shares then
outstanding).
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 339,196.601 Class B shares (9.94% of the Class B shares then
outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 217,889.322 Class B shares (6.39% of the
Class B shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 546,618.225 Class C shares (16.63% of the
Class C shares then outstanding).
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 327,854.821 Class C shares (9.98% of the Class C shares then
outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 49,966.971 Class N shares (14.42% of the
Class N shares then outstanding).
MCB Trust Services as Agent, Frontier Trust Company TR, Benton Foundry Emp. Savings
Plan, 700 17th St., Ste. 300, Denver, CO 80202-3531, which owned 28,119.728 Class N
shares (8.11% of the Class N shares then outstanding).
Reliance Trust Co. Cust, United Clinics of North Texas, 401(k) Plan, P.O. Box 48529,
Atlanta, Georgia 30362-1529, which owned 27,151.395 Class N shares (7.83% of the
Class N shares then outstanding).
Reliance Trust Company TR, Fairfield Emergency Physicians, P.O. Box 48529, Atlanta,
Georgia 30362-1529, which owned 22,567.231 Class N shares (6.51% of the Class N
shares then outstanding).
Hartford Life Insurance Co Tr, Separate Account 401(k) N Shares, PO Box 2999,
Hartford, CT 06104-2999, which owned 21,648.842 Class N shares (6.24% of the Class N
shares then outstanding).
Oppenheimer Growth Fund
MassMutual Life Insurance Co, Separate Investment Acct, 1295 State St., Springfield
MA 01111-0001, which owned 1,910,888.432 Class Y shares (89.78% of the Class Y
shares then outstanding).
Taynick & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA 02117-9130, which
owned 151,243.307 Class Y shares (7.10% of the Class Y shares then outstanding).
Oppenheimer International Growth
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 4,665,565.328 Class A shares. (12.65% of the
Class A shares then outstanding).
State Street Bank & Trust TR, ADP MSDW Alliance, 105 Rosemont Rd., Westwood, MA
02090-2318, which owned 2,463,321.307 Class A shares (6.68% of the outstanding Class
A shares).
Charles Schwab & Co Inc., Special Custody Acct for the Exclusive Benefits of
Customers, Attn Mutual Funds, 101 Montgomery St., San Francisco, CA 94104-4122, which
owned 1,958,681.933 Class A shares (5.31% of the outstanding Class A shares).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 974,649.384 Class B shares (10.95% of the
Class B shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 935,446.124 Class C shares (11.30% of the
Class C shares then outstanding).
Oppenheimer International Small Company Fund
Charles Schwab & Co Inc., Special Custody Acct for the Exclusive Benefits of
Customers, Attn Mutual Funds, 101 Montgomery St., San Francisco, CA 94104-4122, which
owned 4,683,050.927 Class A shares (20.61% of the Class A shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 326,877.527 Class C shares (8.88% of the
Class C shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 42,111.241 Class N shares (6.06% of the
Class N shares then outstanding).
Oppenheimer Money Market Fund
OppenheimerFunds Inc, 6801 S. Tucson Way, Centennial, CO 80112-3924, which owned
273,637,435.560 Class A shares (14.45% of the Class A shares then outstanding).
OppenheimerFunds Distr. Inc, 6801 S. Tucson Way, Centennial, CO 80112-3924, which
owned 152,264,282.360 Class A shares (8.04% of the Class A shares then outstanding).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA 02117-9130, which
owned 18,920,896.320 Class Y shares (69.93% of the Class Y shares then outstanding).
New Mexico Savings Plan-TEP, Short Term Yields Portfolio, PO Box 5270, Denver, CO
80217-5270, which owned 3,534,979.200 Class Y shares (13.00% of the Class Y shares
then outstanding).
Oregon College Savings Plan, Ultra Conservative Portfolio, C/O OppenheimerFunds, PO
Box 5270, Denver, CO 80217-5270, which owned 3,024,719.190 Class Y shares (11.13% of
the Class Y shares then outstanding).
Oppenheimer New Jersey Municipal Fund
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 868,330.404 Class A shares (6.43% of the
Class A shares then outstanding).
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 504,043.935 Class B shares (10.05% of the Class B shares then
outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 850,181.816 Class C shares (18.88% of the
Class C shares then outstanding).
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 287,849.142 Class C shares (6.39% of the Class C shares then
outstanding).
Oppenheimer Pennsylvania Municipal Fund
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 874,761.876 Class C shares (9.93% of the
Class C shares then outstanding).
Oppenheimer Rochester National Municipals
Charles Schwab & Co Inc., Special Custody Acct for the Exclusive Benefits of
Customers, Attn Mutual Funds, 101 Montgomery St., San Francisco, CA 94104-4122, which
owned 9,228,673.062 Class A shares (6.19% of the Class A shares then outstanding).
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 8,919,631.624 Class A shares (5.98% of the Class A shares
then outstanding).
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 3,622,958156 Class B shares (9.51% of the Class B shares then
outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 3,228,634.026 Class B shares (8.48% of the
Class B shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 10,874,108.450 Class C shares (20.10% of the
Class C shares then outstanding).
Citigroup Global Markets Inc, 7th Floor, 333 West 34th Street, New York, NY
10001-2483, which owned 5,885,747.310 Class C shares (10.88% of the Class C shares
then outstanding).
Oppenheimer Disciplined Allocation
MCB Trust Services Cust, Herman, Herman, Katz & Cotlar PSP, 700 17th St., Ste. 300,
Denver CO, 80202-3531 which owned 49,334.888 Class N shares (42.27% of the Class N shares
then outstanding).
Pershing LLC, P.O. Box 2052, Jersey City, NJ 07303-9998 which owned 11,581.225 Class N
shares (9.92% of the Class N shares then outstanding).
Oppenheimer Value Fund
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 1,572,189.144 Class A shares (5.72% of the
Class A shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 678,521.714 Class C shares (11.81% of the
Class C shares then outstanding).
Oregon College Savings Plan, Aggressive Portfolio, C/O OppenheimerFunds, PO Box 5720,
Denver, CO 80217-5270, which owned 844,869.542 Class Y shares (23.25% of the Class Y
shares then outstanding).
New Mexico Savings Plan-TEP, Aggressive/Equity Portfolio, PO Box 5270, Denver, CO
80217-5270, which owned 701,670.056 Class Y shares (19.31% of the Class Y shares then
outstanding).
MassMutual Life Insurance Co, Separate Investment Acct, 1295 State St., Springfield
MA 01111-0001, which owned 486,064.217 Class Y shares (13.37% of the Class Y shares
then outstanding).
New Mexico Savings Plan-TEP, Moderately Aggressive Portfolio, PO Box 5270, Denver, CO
80217-5270, which owned 445,934.855 Class Y shares (12.27% of the Class Y shares then
outstanding).
Oregon College Savings Plan, Moderate Portfolio, C/O OppenheimerFunds, PO Box 5270,
Denver, CO 80217-5270, which owned 314,178.036 Class Y shares (8.64% of the Class Y
shares then outstanding).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA, 02117-9130, which
owned 253,327.854 Class Y shares (6.97% of the Class Y shares then outstanding).
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 118,046.779 Class N shares (5.15% of the
Class N shares then outstanding).
Oppenheimer U.S. Government Trust
MLF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, FL 32246-6484, which owned 253,064.960 Class N shares (6.02% of the
Class N shares then outstanding).
Taynick & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, MA 02117-9130,
209,757.886 Class Y shares (77.19% of the Class Y shares then outstanding).
NY York Yacht Club Pension Plan, C/O OFI Trust Co, 225 Liberty St., New York, NY
10281-1008, 61,850.238 Class Y shares (22.76% of the Class Y shares then outstanding).
The Manager, the Distributor and the Transfer Agent. Subject to the authority of the
Board, the Manager is responsible for the day-to-day management of the Funds' business
pursuant to its investment advisory agreement with each Fund.
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 $170
billion as of March 31, 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"). The Manager and OAC are located at Two World Financial Center, 225 Liberty
Street, New York, NY 10281-1008. MassMutual is located at 1295 State Street, Springfield,
Massachusetts 01111. OAC acquired the Manager on October 22, 1990. As indicated below, the
common stock of OAC is owned by (i) certain officers and/or directors of the Manager, (ii)
MassMutual and (iii) another investor. No institution or person holds 5% or more of OAC's
outstanding common stock except MassMutual. MassMutual has engaged in the life insurance
business since 1851.
The common stock of OAC is divided into three classes. At December 31, 2004,
MassMutual held (i) all of the 21,600,000 shares of Class A voting stock, (ii) 12,642,025
shares of Class B voting stock, and (iii) 21,178,801 shares of Class C non voting stock in
OAC. This collectively represented 96.808% of the outstanding common stock and 97.889% of
the voting power of OAC as of that date. Certain officers and/or directors of the Manager
held (i) 366,486 shares of the Class B voting stock, representing 0.64% of the outstanding
common stock and 1.5% of the voting power, (ii) 183,039 shares of Class C non voting stock,
and (iii) options acquired without cash payment which, when they become exercisable, allow
the holders to purchase up to 10,641,501 shares of Class C non voting stock. That group
includes persons who serve as officers of the Funds and John V. Murphy, who serves as 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; Andrew Ruotolo, Executive Vice President and a director; Kurt Wolfgruber,
Executive Vice President, Chief Investment Officer and a director; Robert G. Zack,
Executive Vice President and General Counsel; Craig Dinsell and James Ruff, Executive Vice
Presidents; Brian W. Wixted, Senior Vice President and Treasurer; Mark Vandehey, Senior
Vice President and Chief Compliance Officer, and Bruce Dunbar, George Evans, Ronald H.
Fielding, John Forrest, Phillip S. Gillespie, Robert B. Grill, Steve Ilnitzki, Lynn Oberist
Keeshan, Thomas W. Keffer, Martin S.Korn, Chris Leavy, Angelo Manioudakis, Charles
McKenzie, Andrew J. Mika, Nikolaos D. Monoyios, David Pfeffer, David Poiesz, David
Robertson, Keith Spencer, Arthur Steinmetz, John Stoma, Martin Telles, Jerry A. Webman,
Diederick Werdmolder, William L. Wilby, Donna Winn, Philip Witkower, Carol Wolf and Arthur
J. Zimmer, Senior Vice Presidents. These officers are located at one of the four offices of
the Manager: Two World Financial Center, 225 Liberty Street, 11th Floor, New York, NY
10281-1008; 6803 South Tucson Way, Centennial, CO 80112; 350 Linden Oaks, Rochester, NY
14625-2807 or 10 St. James Avenue, Boston, MA 02116.
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 paid by the Funds and 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. 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.
It is anticipated the cost of engaging a proxy solicitation firm will not exceed
$_____ plus the additional out-of-pocket costs, which may be substantial, incurred by each
in connection with contacting shareholders of that Fund that have not voted. Brokers,
banks and other fiduciaries may be required to forward soliciting material to their
principals on behalf of the Fund and to obtain authorization for the execution of proxies.
For those services, they will reimbursed by the Fund for their expenses to the extent the
Fund would have directly borne those expenses.
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 provide
your completed proxy ballot, via facsimile, telephonically, via the internet or by mailing
the proxy ballot in the postage paid envelope provided. You also may cast your vote by
attending the Meeting in person if you are a record owner.
Telephone Voting. The Funds have arranged to have votes recorded by telephone. Please
have the proxy ballot in hand and call the number on the enclosed form and follow the
instructions. After a shareholder provides his or her voting instructions, those
instructions are read back to the shareholder and the shareholder must confirm his or her
voting instructions before disconnecting the telephone call. The voting procedures used in
connection with telephone voting are designed to reasonably authenticate the identity of
shareholders, to permit shareholders to authorize the voting of their shares in accordance
with their instructions and to confirm that their instructions have been properly recorded.
Internet Voting. You may also vote over the internet at www.vote.proxy-direct.com. You
will be prompted to enter the control number on the enclosed proxy 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 and 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 Rochester National Municipals, New Jersey Municipal Fund and
Pennsylvania Municipal Fund 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
(b) Shareholders of Disciplined Allocation Fund and Value Fund will vote together. The
presence in person or by proxy of the holders of record of more than 50% of
the two Funds' aggregate total shares outstanding and entitled to vote
constitutes a quorum.
(c) Shareholders of all other Funds will vote separately. 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.
Proposal 2: Changes to, Addition or Elimination of, Fundamental Investment Policies.
Shareholders of each Fund will vote separately on each applicable sub-proposal in
Proposal 2. Other than with respect to Money Market Fund 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 Money Market Fund the presence in person or by
proxy of the holders of record of one-third of the Fund's shares outstanding and entitled
to vote constitutes "quorum."
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 for each proposal.
Required Vote
Persons nominated as Trustees must receive a plurality of the votes cast, which means
that the nine (9) 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.
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 facsimile. 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 Directors, as applicable) of the applicable
Fund and may submit their correspondence by mail to the Fund at 6803 South Tucson Way,
Centennial, C) 80112, attention Secretary of the Fund; and if the correspondence is
intended for a particular Director/Trustee, the shareholder should so indicate.
Reports to Shareholders and Financial Statements
The Annual Report to Shareholders of each Fund, 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 (if available) is available at no cost. To
request a report, please call the Funds toll-free at 1-800-CALL OPP (1-800-225-5677), or
write to the Funds at OppenheimerFunds Services, P.O. Box 5270, Denver, Colorado
80217-5270.
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.
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.
By Order of the Board of Trustees,
Robert G. Zack, Secretary
June 20, 2005
PROXY CARD OPPENHEIMER FUNDS PROXY CARD
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 17, 2005
The undersigned, revoking prior proxies, hereby appoints Brian Wixted,
Philip Vottiero, and Kathleen Ives, and each of them, as attorneys-in-fact
and proxies of the undersigned, with full power of substitution, to vote
shares held in the name of the undersigned on the record date at the Special
Meeting of Shareholders to be held at 6803 South Tucson Way, Centennial,
Colorado, 80112, on August 17, 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 the Fund's Board of Trustees, and the
proposals (set forth on the reverse side 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" 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:
hhtps://vote.proxy-direct.com
VOTE VIA THE TELEPHONE:
1-866-241-6192
999 9999 9999 999
FUNDS FUNDS FUNDS FUNDS
- ----- ----- ----- -----
AMT-Free Municipals AMT-Free NY Municipals Balanced
California Municipals
Capital Appreciation Developing Markets Discovery
Discipline Allocation
Emerging Growth Emerging Technologies Enterprise Global
Global Opportunities Gold & Special Minerals Growth
International Growth
International Small Co. Money Market New Jersey Municipal
Pennsylvania Municipal
Rochester Nat'l Municipals US Government Trust Value
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. To elect a Board of Trustees
01 John V. Murphy 02 Matthew P. Fink 03 Robert G. Galli
04 Phillip A. Griffiths 05 Mary F. Miller 06
Joel W. Motley
07 Kenneth A. Randall 08 Russell S. Reynolds, Jr. 09
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 the elimination or amendment of certain fundamental investment
policies of the Fund
2.A. Borrowing
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Balanced Developing Markets
Emerging Growth Emerging Technologies Enterprise
Global International Growth
International Small Co Pennsylvania Municipal
2.B. Concentration of Investments
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Balanced Capital Appreciation Developing Markets
Discovery Emerging Growth Emerging
Technologies
Enterprise Global Gold &
Special Minerals
International Growth International Small Co Pennsylvania
Municipal
US Government Trust
2.C. Diversification of Investments
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
AMT-Free NY Municipals Balanced Capital Appreciation
Developing Markets Discovery Emerging
Growth
Enterprise Global Global
Opportunities
Growth International Growth International Small
Co.
Rochester Nat'l Municipals US Government Trust
2.D. Futures
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN
AMT-Free NY Municipals California Municipals
2.E. Investing to Exercise Control
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Balanced Enterprise Global
International Growth
2.F. Investing in Issuers Whose Shares are Owned by the Funds' Trustees and
Officers
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Balanced Enterprise Global
International Growth Money Market
2.G. Investing in Other Investment Companies
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
California Municipal Developing Markets Enterprise
Global International Growth Money Market
US Government Trust Rochester Nat'l Municipals
2.H. Lending
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Balanced Developing Markets Discovery
Emerging Growth Emerging Technologies Enterprise
Global International Growth International Small
Co
Pennsylvania Municipal Rochester Nat'l Municipals
2.I. Margin and Short Sales (purchasing)
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Balanced Enterprise Global
International Growth Money Market US Government Trust
2.J. Pledging, Mortgaging or Hypothecating of Assets
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN
Balanced Enterprise
Global International Growth
2.K. Real Estate and Commodities
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Balanced Capital Appreciation Developing Markets
Discovery Emerging Growth Emerging
Technologies
Enterprise Global Growth
International Growth International Small Co Money Market
Pennsylvania Municipal Rochester Nat'l Municipals US Government Trust
Value
2.L. Senior Securities
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
AMT-Free Municipals AMT-Free NY Municipals Balanced
California Municipal Capital Appreciation Developing Markets
Discovery Emerging Growth Emerging
Technologies
Enterprise Global Global
Opportunities
Gold & Special Minerals Growth
International Growth
International Small Co Money Market New Jersey Municipal
Pennsylvania Municipal Rochester Nat'l Municipals US Government Trust
Value
2.M. Underwriting
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
ATM-Free Municipals California Municipal Money Market
US Government Trust
2.N Investing in Unseasoned Issuers
FOR AGAINST ABSTAIN
Growth
2.O. Investment Percentage Restrictions
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
AMT-Free Municipals AMT-Free NY Municipals California
Municipals
Discovery Global New Jersey
Municipal
Pennsylvania Municipal Balanced
(1) See also Proposal 2(n): (Investments in Small, Unseasoned Companies) with respect to
Growth Fund. The current fundamental policy includes a fundamental policy that the "Fund
cannot deviate from the percentage restrictions that apply to its investments in" borrowing
for leverage. Proposal 2(n) would eliminate this policy as it is not required under the
Investment Company Act.
(2) See also Proposal 2(n): (Investments in Small, Unseasoned Companies) with respect to
Growth Fund. The current fundamental policy includes a fundamental policy that the "Fund
cannot deviate from the percentage restrictions that apply to its investments in" loans of
portfolio securities. Proposal 2(n) would eliminate this policy because it is not required
under the Investment Company Act.