SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant / X /
Filed by a party other than the registrant / /
Check the appropriate box:
/ X / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OPPENHEIMER TIME FUND
- ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
OPPENHEIMER TIME FUND
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ X / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / Fee Computed on table below per Exchange Act Rules 14a
-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Shares of beneficial interest
(2) Aggregate number of securities to which transaction applies:
N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing Party:
(4) Date Filed:
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1 - Set forth the amount on which the filing fee is calculated and state
how it was determined.
Preliminary Copy
YOUR SHAREHOLDER VOTE IS IMPORTANT!
Your prompt response can save your Fund money.
Please vote, sign and mail your proxy ballot (this card) in the
enclosed postage-paid envelope today, no matter how many shares you own.
A majority of the Fund's shares must be represented in person or by proxy.
Please vote your proxy so your Fund can avoid the expense of another
mailing.
(Reverse side:)
Your prompt response can save your Fund the expense of another mailing.
Please mark your proxy on the reverse side, date and sign it, and return
it promptly in the accompanying envelope, which requires no postage if
mailed in the United States.
Preliminary Copy
OPPENHEIMER TIME FUND
PROXY FOR SHAREHOLDERS MEETING JUNE 20, 1994
The undersigned shareholder of Oppenheimer Time Fund (the "Fund") does
hereby appoint Robert Bishop, George C. Bowen, Andrew J. Donohue and Scott
Farrar, and each of them, as attorneys-in-fact and proxies of the
undersigned, with full power of substitution, to attend the Meeting of
Shareholders of the Fund to be held June 20, 1994, at 3410 South Galena
Street, Denver, Colorado 80231 at 2:00 P.M., Denver time, and at all
adjournments thereof, and to vote the shares held in the name of the
undersigned on the record date for said meeting for the election of
Trustees and on the Proposals specified on the reverse side. As to any
other matter or if any of said nominees is not available for election,
said attorneys-in-fact shall vote as the Fund's Board of Trustees may
recommend, and as to any other matter, said attorneys-in-fact shall vote
in accordance with their best judgment.
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES WHICH RECOMMENDS A VOTE
FOR THE ELECTION OF ALL NOMINEES FOR TRUSTEE AND FOR EACH PROPOSAL ON THE
REVERSE SIDE. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS MARKED ON
THE REVERSE SIDE OR FOR SUCH NOMINEES AND PROPOSALS IF NO CHOICE IS
MARKED.
Please mark your proxy, date and sign it on the reverse side and return
it promptly in the accompanying envelope which requires no postage if
mailed in the United States.
1. Election of Trustees
- FOR all nominees listed (except as - WITHHOLD AUTHORITY
as marked to the contrary below) to vote for all nominees listed
L. Levy L. Cherne E. Delaney R. Galli B. Lipstein
(A) (B) (C) (D) (E)
E. Moynihan K. Randall E. Regan R. Reynolds S. Robbins
(F) (G) (H) (I) (J)
D. Spiro P. Trigere C. Yeutter
(K) (L) (M)
INSTRUCTION: To withhold authority to vote for any individual nominee,
line out that nominee's name above.
2. Ratification of selection of KPMG Peat Marwick as independent auditors
(Proposal No. 1)
FOR ____ AGAINST ____ ABSTAIN ____
3. Approval of Service Plan and Agreement (Proposal No. 2)
FOR ____ AGAINST ____ ABSTAIN ____
4. Approval of Amendments to the Fund's Declaration of Trust (Proposal
No. 3)
FOR ____ AGAINST ____ ABSTAIN ____
Dated: ________________________________, 1994
(Month) (Day)
______________________________________________
Signature(s)
_____________________________________________
Signature(s)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing
as custodian, attorney, executor, administrator, trustee, etc., please
give your full title as such. All joint owners should sign this proxy.
If the account is registered in the name of a corporation, partnership or
other entity, a duly authorized individual must sign on its behalf and
give title.
Preliminary Copy
OPPENHEIMER TIME FUND
Two World Trade Center, New York, New York 10048-0203
NOTICE OF MEETING OF SHAREHOLDERS TO BE HELD
June 20, 1994
To The Shareholders of Oppenheimer Time Fund
Notice is hereby given that a Meeting of the Shareholders of Oppenheimer
Time Fund (the "Fund") will be held at 3410 South Galena Street, Denver,
Colorado, 80231, at 10:00 A.M., Denver time, on June 20, 1994, or any
adjournments thereof, for the following purposes:
(a) To elect thirteen Trustees to hold office until the next meeting of
shareholders called for the purpose of electing Trustees and until their
successors are elected and shall qualify;
(b) To ratify the selection of KPMG Peat Marwick as the independent
certified public accountants and auditors of the Fund for the fiscal year
beginning July 1, 1993 (Proposal No. 1);
(c) To approve an amendment to the Fund's Service Plan under Rule 12b-1
under which the Fund may make certain continuing payments to the
Distributor for rendering assistance in the distribution of the Fund's
Class A shares.
(d) To approve amendments to the Fund's Declaration of Trust which would
permit the Fund to issue additional classes of shares (Proposal No. 3);
and
(e) To transact such other business as may properly come before the
meeting, or any adjournments thereof.
Shareholders of record at the close of business on April 22, 1994, are
entitled to vote at the meeting. The election of Trustees and the
Proposals are more fully discussed in the Proxy Statement. Please read
it carefully before telling us, through your proxy or in person, how you
wish your shares to be voted. The Board of Trustees of the Fund
recommends a vote to elect each of the nominees as Trustee and in favor
of each Proposal. WE URGE YOU TO MARK, DATE, SIGN AND MAIL THE ENCLOSED
PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
May 6, 1994
_______________________________________________________________________
Shareholders who do not expect to attend the meeting are asked to indicate
voting instructions on the enclosed proxy and to date, sign and return it
in the accompanying postage-paid envelope. To avoid unnecessary duplicate
mailings, we ask your cooperation in promptly mailing your proxy no matter
how large or small your holdings may be.
OPPENHEIMER TIME FUND
Two World Trade Center, New York, New York 10048-0203
PROXY STATEMENT
MEETING OF SHAREHOLDERS
TO BE HELD June 20, 1994
This statement is furnished to the shareholders of Oppenheimer Time Fund
(the "Fund") in connection with the solicitation by the Fund's Board of
Trustees of proxies to be used at a meeting (the "Meeting") of
shareholders to be held at 3410 South Galena Street, Denver, Colorado,
80231, at 2:00 P.M., Denver time, on June 20, 1994, or any adjournments
thereof. It is expected that the mailing of this Proxy Statement will be
made on or about May 6, 1994. Financial statements covering the
operations of the Fund for the fiscal year ended June 30, 1993 were mailed
to all persons who were shareholders of record on that date, and will be
mailed to persons who became shareholders between June 30, 1993 (the
record date for the mailing of that Annual Report) and the record date for
this shareholder meeting at the same time this Proxy Statement is mailed.
The enclosed proxy, if properly executed and returned, will be voted (or
counted as an abstention or withheld from voting) in accordance with the
choices specified thereon, and will be included in determining whether
there is a quorum to conduct this meeting. The proxy will be voted in
favor of the nominees for Trustee named in this Proxy Statement unless a
choice is indicated to withhold authority to vote for all listed nominees
or any individual nominee. The proxy will be voted in favor of each
Proposal unless a choice is indicated to vote against or to abstain from
voting on that Proposal. Shares owned of record by broker-dealers for the
benefit of their customers ("street account shares") will be voted by the
broker-dealer based on instructions from its customers. If no
instructions are received, the broker-dealer may (if permitted under the
applicable stock exchange rules) vote such shares for the election of
Trustees and on the Proposals in the same proportion as that broker-dealer
votes street account shares for which voting instructions were received
in time to be voted. If a shareholder executes and returns a proxy but
fails to indicate how the votes should be cast, the proxy will be voted
in favor of the election of each of the nominees named herein for Trustee
and in favor of each Proposal.
The proxy may be revoked at any time prior to the voting by: (1) writing
to the Secretary of the Fund at Two World Trade Center, New York, New
York, 10048-0203; (2) attending the meeting and voting in person; or (3)
signing and returning a new proxy (if returned and received in time to be
voted).
The cost of printing and distributing these proxy materials is an expense
of the Fund. In addition to the solicitation of proxies by mail, proxies
may be solicited by officers or employees of the Fund's investment
adviser, Oppenheimer Management Corporation (the "Manager"), personally
or by telephone or telegraph; any expenses so incurred will also be borne
by the Fund. Brokers, banks and other fiduciaries may be required to
forward soliciting material to their principals and to obtain
authorization for the execution of proxies. For those services they will
be reimbursed by the Fund for their out-of-pocket expenses.
Shares Outstanding and Entitled to Vote. As of April 22, 1994, the record
date, there were _________________ shares of the Fund issued and
outstanding. All shares of the Fund have equal voting rights as to the
election of Trustees and as to each Proposal described herein, and the
holders of shares are entitled to one vote for each share (and a
fractional vote for a fractional share) held of record at the close of
business on the record date. As of the record date, no person owned of
record or was known by the management of the Fund to be the beneficial
owner of 5% or more of the outstanding shares of either class of the Fund.
ELECTION OF TRUSTEES
At the Meeting, thirteen Trustees are to be elected to hold office until
the next meeting of shareholders called for the purpose of electing
Trustees or until their successors shall be duly elected and shall have
qualified. The persons named as attorneys-in-fact in the enclosed proxy
have advised the Fund that unless a proxy instructs them to withhold
authority to vote for all listed nominees or any individual nominee, all
validly executed proxies will be voted by them for the election of the
nominees named below as Trustees of the Fund. As a Massachusetts business
trust, the Fund does not contemplate holding annual shareholder meetings
for the purpose of electing Trustees. Thus, the Trustees will be elected
for indefinite terms until a shareholders meeting is called for the
purpose of voting for Trustees and until their successors are elected and
shall qualify.
Each of the nominees is presently a Trustee and has agreed to be nominated
and, if elected, to continue to serve as a Trustee of the Fund. All
Trustees except Ms. Elizabeth Moynihan and Messrs. Robert G. Galli, Edward
V. Regan and Clayton F. Yeutter have been elected by shareholders of the
Fund. Each of the Trustees is also a Trustee or Director of Oppenheimer
Fund, Oppenheimer Discovery Fund, Oppenheimer Global Bio-Tech Fund,
Oppenheimer Global Environment Fund, Oppenheimer Global Growth & Income
Fund, Oppenheimer Global Fund, Oppenheimer Special Fund, Oppenheimer
Target Fund, Oppenheimer Tax-Free Bond Fund, Oppenheimer Gold & Special
Minerals Fund, Oppenheimer New York Tax-Exempt Fund, Oppenheimer
California Tax-Exempt Fund, Oppenheimer Multi-State Tax-Exempt Trust,
Oppenheimer Asset Allocation Fund, Oppenheimer Mortgage Income Fund,
Oppenheimer Money Market Fund, Inc., Oppenheimer U.S. Government Trust,
Oppenheimer Multi-Government Trust and Oppenheimer Multi-Sector Income
Trust (together with the Fund, the "New York OppenheimerFunds"). Mr.
Spiro is President of the Fund and each of the other New York
OppenheimerFunds.
Each nominee indicated below by an asterisk is an "interested person" (as
that term is defined in the Investment Company Act of 1940, hereinafter
referred to as the "Investment Company Act") of the Fund due to the
connections indicated with the Manager or its affiliates. The year given
below indicates when the nominee first became a Trustee or Director of any
of the New York OppenheimerFunds without a break in service. The
beneficial ownership of shares listed below includes voting and investment
control, unless otherwise indicated below. If any of the nominees should
be unable to accept nomination or election, it is the intention of the
persons named as attorneys-in-fact in the enclosed proxy to vote such
proxy for the election of such other person or persons selected and
nominated by disinterested Trustees as the Board of Trustees may, in its
discretion, recommend. As of April 22, 1994 the Trustees and officers of
the Fund as a group owned __________ shares of the Fund in the aggregate,
which is less than 1% of the outstanding shares of that class.
Shares
Beneficially
Name And Owned as of
Other Information Business Experience During the Past Five Years April 22, 1994
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Leon Levy General Partner of Odyssey Partners, L.P. (investment
first became a partnership); Chairman of Avatar Holdings, Inc. (real estate
Trustee in 1959 development).
Age: 68
Leo Cherne Chairman Emeritus of the International Rescue
first became a Committee (philanthropic organization); formerly Executive
Trustee in 1982 Director of the Research Institute of America.
Age: 81
Edmund T. Delaney Attorney-at-law; formerly a member of the Connecticut
first became a State Historical Commission and Counsel to Copp,
Trustee in 1959 Berall & Hempstead (a law firm).
Age: 80
Robert G. Galli* Vice Chairman of the Manager; Vice President and General
first became a Counsel of Oppenheimer Acquisition Corp. ("OAC"), the
Trustee in 1993 Manager's parent holding company; formerly he held the
Age: 60 following positions: a director of the Manager and
Oppenheimer Funds Distributor, Inc. (the "Distributor"), Vice
President and a director of HarbourView Asset Management
Corporation ("HarbourView") and Centennial Asset Management
Corporation ("Centennial"), investment adviser subsidiaries of
the Manager, a director of Shareholder Financial Services, Inc.
("SFSI") and Shareholder Services, Inc. ("SSI"), transfer agent
subsidiaries of the Manager, an officer of other OppenheimerFunds
and Executive Vice President and General Counsel of the Manager
and the Distributor.
Benjamin Lipstein Professor Emeritus of Marketing, Stern Graduate School of
first became a Business Administration, New York University.
Trustee in 1974
Age: 71
Elizabeth B. Moynihan Author and architectural historian; a trustee of the
first became a American Schools of Oriental Research, the Institute
Trustee in 1992 of Fine Arts (New York University), the Freer Gallery
Age: 64 of Art (Smithsonian Institution) and the Preservation
League of New York State; a member of the Indo-U.S.
Sub-Commission on Education and Culture.
Kenneth A. Randall A director of Northeast Bancorp, Inc. (bank holding
first became a company), Dominion Resources, Inc. (electric utility
Trustee in 1980 holding company), and Kemper Corporation (insurance
Age: 66 and financial services company); formerly Chairman of the
Board of ICL Inc. (information systems).
Edward V. Regan President of Jerome Levy Economics Institute; a member
first became a of the U.S. Competitiveness Policy Council; a director
Trustee in 1993 of GranCare, Inc. (health care provider); formerly
Age: 63 New York State Comptroller and a trustee, New York State
and Local Retirement Fund.
Russell S. Reynolds, Jr. Founder and Chairman of Russell Reynolds Associates, Inc.
first became a (executive recruiting); a trustee of Mystic Seaport
Trustee in 1989 Museum, International House, Greenwich Historical
Age: 62 Society and Greenwich Hospital.
Sidney M. Robbins Chase Manhattan Professor Emeritus of Financial
first became a Institutions, Graduate School of Business, Columbia
Trustee in 1963 University; Visiting Professor of Finance, University
Age: 82 of Hawaii; a director of The Korea Fund, Inc. and The
Malaysia Fund, Inc. (closed-end investment companies);
member of the Board of Advisors of Olympus Private
Placement Fund, L.P.; Professor Emeritus of Finance,
Adelphi University.
Donald W. Spiro* Chairman Emeritus and a director of the Manager;
first became a formerly Chairman of the Manager and the Distributor.
Trustee in 1985
Age: 68
Pauline Trigere Chairman and Chief Executive Officer of Trigere,
first became a Inc. (design and sale of women's fashions).
Trustee in 1977
Age: 81
Clayton K. Yeutter Counsel to Hogan & Hartson (a law firm); a director
first became a of B.A.T. Industries, Ltd. (tobacco and financial
Trustee in 1993 services), Caterpillar, Inc. (machinery), ConAgra,
Age: 63 Inc. (food and agricultural products), FMC Corp.
(chemicals and machinery), Lindsay Manufacturing Co. and
Texas Instruments, Inc. (electronics); formerly (in
descending chronological order) Deputy Chairman, Bush/Quayle
Presidential Campaign, Counsellor to the President (Bush)
for Domestic Policy, Chairman of the Republican National
Committee, Secretary of the U.S. Department of Agriculture,
and U.S. Trade Representative, Executive Office of the President.
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* A nominee who is an "interested person" of the Fund under the Investment
Company Act.
Vote Required. An affirmative vote of a plurality of the votes cast by
holders of voting securities of the Fund is required for the election of
a nominee as Trustee. The Board of Trustees recommends a vote for the
election of each nominee.
Functions of the Board of Trustees. The primary responsibility for the
management of the Fund rests with the Board of Trustees. The Trustees meet
regularly to review the activities of the Fund and of the Manager, which
is responsible for its day-to-day operations. Six regular meetings of the
Trustees were held in the fiscal year ended June 30, 1993. Each of the
Trustees other than Mr. Cherne was present for at least 75% of the
meetings held. The Trustees of the Fund have appointed an Audit
Committee, comprised of Messrs. Randall (Chairman), Robbins (Vice
Chairman) and Cherne, none of whom is an "interested person" (as that term
is defined in the Investment Company Act) of the Manager or the Fund. The
functions of the Committee include (i) making recommendations to the Board
concerning the selection of independent auditors for the Fund (subject to
shareholder ratification); (ii) reviewing the methods, scope and results
of audits and the fees charged; (iii) reviewing the adequacy of the Fund's
internal accounting procedures and controls; and (iv) establishing a
separate line of communication between the Fund's independent auditors and
its independent Trustees. The Committee met four times during the fiscal
year ended June 30, 1993, and all members other than Mr. Cherne attended
at least 75% of the meetings held during that period. The Board of
Trustees does not have a standing nominating or compensation committee.
Remuneration of Trustees and Officers. Messrs. Spiro and Galli and the
other officers of the Fund listed below are affiliated with the Manager
and receive no salary or fee from the Fund. The Fund currently pays each
other Trustee a fee varying from $______ to $______ for serving as
Trustee, or as Chairman or a member of the committees of the Board of
Trustees. During the fiscal year ended June 30, 1993, Trustees' fees and
expenses aggregated $81,895. In addition, the Fund has adopted a
retirement plan that provides for payment to a retired Independent Trustee
of up to 80% of the average compensation paid during that Trustee's five
years of service in which the highest compensation was received. A
Trustee must serve in that capacity for any of the funds listed above for
at least 15 years in order to be eligible for the maximum payment. No
Trustee has retired under this plan, and therefore no payments have been
made by the Fund. In the fiscal year ended June 30, 1993, the Fund
accrued $50,137 for retirement plan benefits for its Trustees under the
plan.
Officers of the Fund. Each officer of the Fund is elected by the Trustees
to serve an indefinite term. Information is given below about the
executive officers who are not Trustees of the Fund, including their
business experience during the past five years. Messrs. Bishop, Bowen,
Donohue, Farrar and Zack serve in a similar capacity with the other New
York OppenheimerFunds listed above.
Paul LaRocco, Vice President and Acting Portfolio Manager; Age: 36.
Assistant Vice President of the Manager; Associate Portfolio Manager for
other OppenheimerFunds; formerly a securities analyst for Columbus Circle
Investors, an investment advisor, and an investment analyst for Chicago
Title and Trust Company.
Andrew J. Donohue, Secretary; Age: 43.
Executive Vice President and General Counsel of the Manager and the
Distributor; an officer of other OppenheimerFunds; formerly Senior Vice
President and General Counsel of the Manager and the Distributor, Partner
in Kraft & McManimon (a law firm), an officer of First Investors
Corporation (a broker-dealer) and First Investors Management Company, Inc.
(broker-dealer and investment adviser) and director and an officer of
First Investors Family of Funds and First Investors Life Insurance
Company.
George C. Bowen, Vice President and Treasurer; Age 57.
Senior Vice President and Treasurer of the Manager; Vice President and
Treasurer of the Distributor and HarbourView; Senior Vice President,
Treasurer, Assistant Secretary and a director of Centennial; Vice
President, Treasurer and Secretary of SSI, SFSI, and other
OppenheimerFunds; formerly Senior Vice President/Comptroller and Secretary
of Oppenheimer Asset Management Corporation, a former investment advisory
subsidiary of the Manager.
Robert G. Zack, Assistant Secretary; Age 45.
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI, SFSI and other OppenheimerFunds.
Robert Bishop, Assistant Treasurer; Age: 35.
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other OppenheimerFunds; previously a Fund Controller for the Manager,
prior to which he was an Accountant for Resolution Trust Corporation and
previously an Accountant and Commissions Supervisor for Stuart James
Company, Inc., a broker-dealer.
Scott Farrar, Assistant Treasurer; Age: 28.
Assistant Vice President of the Manager/Mutual Fund Accounting; an officer
of other OppenheimerFunds; previously a Fund Controller for the Manager,
prior to which he was an International Mutual Fund Supervisor for Brown
Brothers Harriman Co., a bank, and previously a Senior Fund Accountant for
State Street Bank & Trust Company, before which he was a sales
representative for Central Colorado Planning.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act requires that independent certified public
accountants and auditors ("auditors") be selected annually by the Board
of Trustees and that such selection be ratified by the shareholders at the
next-convened annual meeting of the Fund, if one is held. The Board of
Trustees of the Fund, including a majority of the Trustees who are not
"interested persons" (as defined in the Investment Company Act) of the
Fund or the Manager, at a meeting held August 19, 1993, selected KPMG Peat
Marwick ("KPMG") as auditors of the Fund for the fiscal year beginning
October 1, 1993. KPMG also serves as auditors for certain other funds for
which the Manager acts as investment adviser. At the Meeting, a
resolution will be presented for the shareholders' vote to ratify the
selection of KPMG as auditors. Representatives of KPMG are not expected
to be present at the Meeting but will be available should any matter arise
requiring their presence. The Board of Trustees recommends approval of
the selection of KPMG as auditors of the Fund.
APPROVAL OF AN AMENDMENT TO THE FUND'S 12B-1 SERVICE PLAN
FOR CLASS A SHARES
(Only Class A shareholders may vote on this Proposal)
(Proposal No. 2)
On July 1, 1993, the Fund adopted a Service Plan and Agreement for Class
A Shares (the "Class A Service Plan") pursuant to Rule 12b-1 of the
Investment Company Act under which it may make certain payments to
Oppenheimer Funds Distributor, Inc., formerly Oppenheimer Fund Management,
Inc., (the "Distributor") for a portion of its costs incurred in rendering
assistance in the distribution of Class A shares of the Fund acquired on
or after April 1, 1991.
At a meeting held February 10, 1994, the Fund's Board of Trustees,
including a majority of the Trustees who are not "interested persons" (as
defined in the Investment Company Act) of the Fund and who have no direct
or indirect interest in the operation of the Class A Service Plan
("Independent Trustees"), adopted an amendment to the Fund's Class A
Service Plan that would allow payments to be made with respect to all Fund
shares, including those acquired prior to April 1, 1991. The Board
determined to recommend the amended Class A Service Plan and Agreement
("the "Amended Class A Plan") for approval by the shareholders. A copy
of the Amended Class A Plan is attached as Exhibit A to this proxy
statement.
The rate of the fee payable under both the Amended Class A Service Plan
and the Class A Service Plan is the same. Each plan has the effect of
increasing the Fund's expenses by up to 0.25% of the Fund's average net
assets. Under the Class A Service Plan, the Fund may make payments to the
Distributor for a portion of its costs incurred in rendering assistance
in the distribution of shares of the Fund acquired on or after April 1,
1991. Under the Amended Class A Plan, the Fund may make payments to the
Distributor for costs incurred in connection with the personal service and
maintenance of shareholder accounts regardless of when the shares held in
the accounts were acquired.
Description of the Amended Class A Plan. Under the Amended Class A Plan,
the Fund will reimburse the Distributor quarterly for all or a portion of
its costs incurred in connection with the service and maintenance of
shareholder accounts that hold Class A Shares of the Fund. The
Distributor will be reimbursed for quarterly payments made to certain
dealers, brokers, banks or other financial institutions (each is referred
to as a "Recipient") that have incurred costs in connection with the
personal service and maintenance of shareholder accounts. Such services
may include but are not limited to answering routine inquiries from the
Recipient's customers concerning the Fund, providing such customers with
information on their investment in shares, assisting in the establishment
and maintenance of accounts or sub-accounts in the Fund, making the Fund's
investment plans and dividend payment options available, and providing
such other information and customer liaison services and the maintenance
of accounts as the Distributor or the Fund may reasonably request.
The Amended Class A Plan provides that within 45 days of the end of each
calendar quarter, the Distributor shall pay each Recipient a fee for its
services at a rate to be determined from time to time by the Board, but
not to exceed .0625% (0.25% annually) of the average net asset value of
Fund shares owned by the Recipient or its customers. However, no payment
would be made to a Recipient in any quarter if the aggregate average value
of all Fund shares held by the Recipient for itself and its customers, did
not exceed a minimum amount to be determined from time to time by the
Funds' Board of Trustees and its Independent Trustees. The Board has not
established any minimum amount. Initially, the Board of Trustees has set
the rate for assets sold on or after April 1, 1991 at the maximum rate and
it is anticipated that a reduced rate will apply to assets representing
shares sold before April 1, 1991. However, the Board may increase the
rate for assets sold before April 1, 1991, but in no event greater than
the maximum amount. A Recipient may be affiliated with the Distributor.
The Amended Class A Plan would permit the Distributor and the Manager to
make additional distribution payments to Recipients from their own
resources at no cost to the Fund. The Distributor and the Manager may,
in their sole discretion, increase or decrease the amount of payments they
make to Recipients from their own assets.
If approved at this Meeting and implemented, the Amended Class A Plan
would have the effect of increasing the Fund's expenses from what they
otherwise would be under the Class A Service Plan, but by no more than
0.25% of the average annual net asset value of shares acquired before
April 1, 1991. It is estimated that the Fund's total expense ratio would
have increased from 0.95% of annual net assets to 1.06% of annual net
assets based on the Fund's actual annualized expenses for the six month
period ended December 31, 1993 had the Amended Class A Plan been in
effect. As the proportion of Fund shares purchased before April 1, 1991
to outstanding Fund shares decreases, the actual incremental expenses, on
a percentage basis, created by Amended Class A Plan payments over Class
A Service Plan payments will decrease.
While the Amended Class A Plan is in effect, the Treasurer of the Fund
shall provide a written report to the Fund's Board of Trustees at least
quarterly for its review as to the amount of all payments made pursuant
to the Amended Class A Plan and, the purposes for which the payments were
made and, in the case of payments to Recipients, the identity of each
Recipient. The Amended Class A Plan further provides that while it is in
effect, the selection and nomination of those Trustees of the Fund who are
not "interested persons" of the Fund is committed to the discretion of the
Independent Trustees. This does not prevent the involvement of others in
such selection and nomination if the final decision on any such selection
or nomination is approved by a majority of the Independent Trustees.
If approved, the Amended Class A Plan (unless terminated as indicated
below) shall take effect as of July 1, 1994, replacing the Fund's Class
A Service Plan and shall continue in effect for one year from its
effective date and from year to year thereafter only as long as such
continuance is specifically approved at least annually by the Fund's Board
of Trustees (and its Independent Trustees) by a vote cast in person at a
meeting called for the purpose of voting on such continuance. The Amended
Class A Plan may be terminated at any time by the vote of a majority of
the Independent Trustees or by the vote of the holders of a "majority" (as
defined in the Act) of the outstanding shares of the Fund. The Amended
Class A Plan may not be amended to increase materially the amount of
payments to be made, unless such amendment is approved by shareholders in
the manner described above, and all material amendments must be approved
by a vote of the Board of the Fund, including a majority of the
Independent Trustees, cast in person at a meeting called for that purpose.
Any expenses accrued under the Amended Class A Plan by the Distributor in
one fiscal year of the Fund may not be paid from distribution fees
received from the Fund in subsequent fiscal years of the Fund. Thus, if
the Amended Class A Plan were terminated, no amounts (other than amounts
accrued prior to termination but not yet paid) would be owed by the Fund
to the Distributor. In addition, Class A Plan fees received from the Fund
would not be used to pay any interest expense, carrying charges or other
financial costs, or allocation of overhead of the Distributor.
Analysis of the Proposed Amended Class A Plan by the Board of Trustees.
In considering whether to recommend the Amended Class A Plan for approval,
the Board requested and evaluated information it deemed necessary to make
an informed determination. The Manager has represented to the Board that,
in its opinion, it would be injurious to the Fund and result in increased
redemption of shares of the Fund if the Class A Service Plan was not
amended. The Manager believed that providing continuing payments to
dealers for services provided to Fund shareholders in connection with all
shares could help reduce redemptions of Fund shares by giving dealers a
financial incentive in having the Fund shares remain outstanding.
Stabilizing or increasing Fund assets by encouraging dealers to maintain
accounts in the Fund can benefit the Fund and its shareholders by
maintaining or reducing per-share operating expenses and providing a more
stable cash flow for investment management purposes. The Board therefore
deemed it in the best interest of the Fund and its shareholders to amend
the Class A Service Plan as described. The Board was advised that many
brokers, dealers and other financial institutions currently provide
services to customers who own shares of the Fund acquired before April 1,
1991 for which they receive no compensation from the Fund. The Manager
further advised the Board that, especially in light of the amendments to
the NASD's Rules of Fair Practice recharacterizing certain payments as
compensation for continuing service, Recipients have complained that it
is inequitable to compensate Recipients for providing services for some
shares of the Fund (i.e., those sold on or after April 1, 1991) but not
for others.
Vote Required. Under the Investment Company Act, an affirmative vote of
the holders of a "majority," as defined in the Investment Company Act, of
the voting securities of the Fund is required for approval of this
Proposal. Such "majority" vote is defined in the Investment Company Act
as the vote of the holders of the lesser of: (i) 67% or more of the voting
securities present or represented by proxy at the shareholders meeting,
if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, or (ii) more than 50% of the outstanding
voting securities. If the Proposal is not approved, the Fund's Class A
Service Plan will continue to apply only to shares acquired on or after
April 1, 1991. The Board of Trustees recommends a vote in favor of
approving this Proposal.
APPROVAL OF AMENDMENTS TO THE FUND'S DECLARATION OF TRUST
(Proposal No. 3)
The Fund's Declaration of Trust (the "Declaration of Trust")
currently authorizes the shares of the Fund to be issued in one or more
series, each series having only one class of shares. A share of each
series represents an equal proportionate interest in such series with each
other share of the same series. There is currently one series authorized
by the Board. The Fund is not authorized to offer classes of a series.
The Fund has obtained an order of the Securities and Exchange Commission
("SEC") exempting it from certain provisions of the Investment Company Act
and thereby allowing the Fund to institute a "multiclass distribution
arrangement." The Fund's Board of Trustees, including a majority of the
Independent Trustees, has voted to authorize the issuance of additional
classes of shares of the Fund's current series and to request the
shareholders to approve amendments to the Declaration of Trust to permit
the issuance of such additional classes, as well as any additional classes
of series of the Fund that may hereafter be created. This will enable
investors to be offered different classes of shares of a series
representing interests in the same investment portfolio but with different
distribution arrangements.
At present, the Fund has a single class of shares sold at a public
offering price that includes an initial sales charge (shares purchased in
amounts aggregating $1 million or more are sold at net asset value but may
be subject to a contingent deferred sales charge if redeemed within 18
months of purchase). Upon the Fund's adoption of a "multiclass
distribution arrangement," shares of the presently outstanding class would
continue to be offered under the Fund's present distribution arrangement,
and would thereafter be referred to as the Fund's "Class A shares." If
this Proposal is approved, the Fund would be permitted to offer shares of
one or more additional classes although there is no obligation that it do
so. Shares of such additional classes may be offered under different
sales charge and 12b-1 plan arrangements and therefore may have different
expenses than Class A shares. However, shares of each class would
represent interests in the same portfolio of investments held by the Fund.
The only differences between shares of different classes would relate to
(a) any differences in expenses payable by each class and the impact of
such differences on their respective net asset values and distributions
to shareholders, (b) voting rights with respect to any matter solely
affecting the respective class, (c) any differences relating to procedures
applicable to purchasing, redeeming or exchanging shares or converting
shares into another authorized class of shares, and (d) the designation
of the respective class. The Fund has retained an independent expert to
review the methodology which the Board has adopted of allocating expenses
to shares of each class. The Board does not expect that the multiclass
arrangement will result in any additional expenses being allocated to
Class A shares, and if there are any such additional expenses, the Board
believes that such expenses will not affect the dividends or net asset
value for the Class A shares.
The multiclass arrangement is intended to provide investors with
alternative methods of purchasing shares of the Fund and to allow
investors a choice in selecting the method of paying sales and
distribution expenses associated with their investment. The investor's
choice should depend on the amount invested and the time for which the
investment in Fund shares is expected to be held. To the extent that
offering varying distribution alternatives increases sales, a larger pool
of assets may reduce pro rata operating expenses of the Fund and better
enable the achievement of investment objectives within the constraints of
portfolio management. When the multiclass arrangement is instituted, the
prospectus of the Fund will be amended to disclose all aspects of such
arrangement.
The Fund's By-Laws provide that Trustees shall be elected by a
plurality of the votes cast at a duly constituted meeting unless the
Declaration of Trust, By-Laws or governing statute supercede this
provision. The Declaration of Trust states that if a quorum is present
at a meeting, a vote of a majority of the quorum shall be sufficient to
transact all business at the meeting. This provision could be interpreted
to require a vote of a majority of votes present at a shareholder meeting
for the election of Trustees. The Board believes that election by
plurality vote is sufficient. Accordingly, the Board also recommends that
the Declaration of Trust be amended to allow for the election of Trustees
by a plurality of votes cast.
Vote Required. Under the Investment Company Act, an affirmative vote of
the holders of a "majority," as defined in the Investment Company Act, of
the outstanding voting securities of the Fund is required for approval of
this Proposal. The requirements for such "majority" vote under the
Investment Company Act are the same as those described above for Proposal
No. 2. If the Proposal is not approved, the Fund's Declaration of Trust
will remain unchanged. The Board of Trustees recommends a vote in favor
of approving this Proposal.
ADDITIONAL INFORMATION
The Manager. Subject to the authority of the Board of Trustees, the
Manager is responsible for the day-to-day management of the Fund's
business. The Manager is a wholly-owned subsidiary of OAC, a holding
company controlled by Massachusetts Mutual Life Insurance Company
("MassMutual"). MassMutual is located at 1295 State Street, Springfield,
Massachusetts 01111. OAC acquired the Manager on October 22, 1990 (the
"Acquisition Date"). 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 Donald W. Spiro (5.24%) and
MassMutual. MassMutual has engaged in the life insurance business since
1851. It is the nation's twelfth largest life insurance company by assets
and has an A.M. Best Co. rating of "A+".
The common stock of OAC is divided into three classes. At December 31,
1993, MassMutual held (i) all of the 2,160,000 shares of Class A voting
stock, (ii) 317,854 shares of Class B voting stock, and (iii) 350,063
shares of Class C non-voting stock. This collectively represented 74.1%
of the outstanding common stock and 84.9% of the voting power of OAC as
of December 31, 1993. Certain officers and/or directors of the Manager
as a group held (i) 821,455 shares of the Class B voting stock,
representing 21.5% of the outstanding common stock and 12.6% of the voting
power, and (ii) options acquired without cash payment which, when they
become exercisable, allow the holders to purchase up to 706,150 shares of
Class C non-voting stock. That group includes persons who serve as
officers of the Fund, two of whom (Messrs. Donald W. Spiro and Robert G.
Galli) serve as Trustees of the Fund. Holders of OAC Class B and Class
C common stock may put (sell) their shares and vested options to OAC or
MassMutual at a formula price (based on earnings of the 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, according to a schedule that will commence on September 30,
1995. Since October 1, 1992, certain officers and/or directors of the
Manager (i) sold 295,354 shares of Class B OAC common stock to MassMutual
at the formula price, and (ii) surrendered to OAC 436,053 stock
appreciation rights issued in tandem with the Class C OAC options. Cash
payments aggregating $32,729,119 have or will be made by OAC or
MassMutual to such persons (including Messrs. Spiro and Galli, identified
above) as follows: one-third of the amount due (i) within 30 days of the
transaction, (ii) by the first anniversary following the transaction (with
interest), and (iii) by the second anniversary following the transaction
(with interest). On December 15, 1993, MassMutual purchased its 350,063
shares of Class C OAC stock from OAC for $17,751,718.
As part of the acquisition of the common stock of OAC, MassMutual also
purchased approximately $45 million of subordinated notes of a subsidiary
of OAC; the notes are now an obligation of the Manager. In addition to
the purchase of such notes, MassMutual holds warrants issued by OAC
exercisable over the life of the notes which will allow it to purchase
shares of Class C common stock representing approximately 15.4% of the
common stock of OAC on a fully diluted basis.
The Manager and its affiliates act as investment advisers to investment
companies having combined net assets of more than $27 billion as of
December 31, 1993, and having more than 1.8 million shareholder accounts.
A consolidated statement of financial condition of the Manager as of
December 31, 1993, is included in this Proxy Statement as Exhibit A.
The names and principal occupations of the executive officers and
directors of the Manager are as follows: Jon S. Fossel, Chairman, Chief
Executive Officer and Director; Bridget A. Macaskill, President and
Director; Donald W. Spiro, Chairman Emeritus and a Director; Robert G.
Galli and James C. Swain, Vice Chairmen of the Board of Directors; Samuel
Freedman, Jr., Director; Robert Doll Jr. and O. Leonard Darling, Executive
Vice Presidents; Tilghman G. Pitts, Executive Vice President and Director;
Andrew J. Donohue, Executive Vice President and General Counsel; Kenneth
Eich, Executive Vice President and Chief Financial Officer; George C.
Bowen, Senior Vice President and Treasurer; Victor Babin, Loretta
McCarthy, Robert Patterson, Arthur Steinmetz, Ralph Stellmacher, Nancy
Sperte and Robert G. Zack, Senior Vice Presidents. The address of Messrs.
Bowen, Eich, Freedman and Swain is 3410 South Galena Street, Denver,
Colorado 80231. The address of all other officers is Two World Trade
Center, New York, New York 10048-0203, which is also the address of the
Manager and OAC.
ADDITIONAL INFORMATION
Investment Advisory Agreement. The Fund has an Investment Advisory
Agreement with the Manager dated June 20, 1991 (the "Agreement"). The
Agreement was submitted to and approved by the Fund's shareholders at a
meeting held June 20, 1991. Under the Agreement, the Manager supervises
the investment operations of the Fund and the composition of its portfolio
and furnishes the Fund advice and recommendations with respect to
investments, investment policies and the purchase and sale of securities.
The management fee payable monthly to the Manager under the terms of the
Agreement is computed on the net assets of the Fund as of the close of
business each day at an annual rate of 0.75% on the first $200 million of
net assets; 0.72% on the next $200 million; 0.69% on the next $200
million; 0.66% on the next $200 million and 0.60% on average net assets
in excess of $800 million. During the fiscal year ended June 30, 1993,
the Fund paid a management fee of $_________ to the Manager.
The Agreement requires the Manager, at its expense, to provide the Fund
with adequate office space, facilities and equipment as well as to
provide, and supervise the activities of, all administrative and clerical
personnel required to provide effective administration for the Fund,
including the compilation and maintenance of records with respect to its
operations, the preparation and filing of specified reports, and
composition of proxy materials and registration statements for the
continuous public sale of shares of the Fund. Expenses not expressly
assumed by the Manager under the Agreement or by the Distributor under the
General Distributor's Agreement are paid by the Fund. The Agreement lists
examples of expenses paid by the Fund, the major categories of which
relate to interest, taxes, brokerage commissions, fees to certain
Trustees, legal, bookkeeping and audit expenses, custodian and transfer
agent expenses, share certificate issuance costs, certain printing and
registration costs, and non-recurring expenses, including litigation.
The Agreement contains no expense limitation. However, independently of
the Agreement, the Manager has undertaken that the total expenses of the
Fund in any year (including the management fee but excluding taxes,
interest, brokerage fees and any extraordinary non-recurring expenses,
such as litigation costs) shall not exceed the most stringent applicable
regulatory limitation. The payment of the management fee at the end of
any month will be reduced so that there will not be any accrued but unpaid
liability under this expense limitation. The Manager reserves the right
to change or eliminate this expense limitation at any time.
The Agreement provides that so long as it has acted with due care and in
good faith, the Manager shall not be liable for any loss sustained by
reason of any investment, the adoption of any investment policy, or the
purchase, sale or retention of securities, irrespective of whether the
determinations of the Manager relative thereto shall have been based,
wholly or party, upon the investigation or research of any other
individual, firm or corporation believed by it to be reliable. However,
the Agreement does not protect the Manager against liability by reason of
its willful misfeasance, bad faith or gross negligence in the performance
of its duties or its reckless disregard of its obligations and duties
under the Agreement. The Agreement permits the Manager to act as
investment adviser for any other person, firm or corporation and to use
the name "Oppenheimer" in connection with other investment companies for
which it may act as investment adviser or general distributor. If the
Manager shall no longer act as investment adviser to the Fund, the right
of the Fund to use the name "Oppenheimer" as part of its name may be
withdrawn.
BROKERAGE
Provisions of the Investment Advisory Agreement. One of the duties of the
Manager under the Agreement is to arrange the portfolio transactions for
the Fund. In doing so, the Manager is authorized by the Agreement to
employ broker-dealers ("brokers"), including "affiliated" brokers as that
term is defined in the Investment Company Act, as may, in its best
judgment based on all relevant factors, implement the policy of the Fund
to obtain, at reasonable expense, the "best execution" (prompt and
reliable execution at the most favorable price obtainable) of such
transactions. The Manager need not seek competitive commission bidding
or base its selection on "posted" rates, but is expected to be aware of
the current rates of eligible brokers and to minimize the commissions paid
to the extent consistent with the provisions of the Agreement and the
interests and policies of the Fund as established by its Board of
Trustees.
Under the Agreement, the Manager is authorized to select brokers which
provide brokerage and/or research services for the Fund and/or the other
accounts over which the Manager or its affiliates have investment
discretion. The commissions paid to such brokers may be higher than
another qualified broker would have charged if a good faith determination
is made by the Manager that the commission is reasonable in relation to
the services provided. There is no formula under which any of the brokers
selected for the Fund's portfolio transactions are entitled to the
allocation of a particular amount of commissions. The Manager may
consider sales of shares of the Fund and of other investment companies
managed by the Manager or its affiliates as a factor in the selection of
brokers for the Fund's portfolio transactions.
Description of Brokerage Practices. Subject to the provisions of the
Agreement, when brokers are used for the Fund's portfolio transactions,
allocations of brokerage are made by portfolio managers under the
supervision of the executive officers of the Manager. Transactions in
securities other than those for which an exchange is the primary market
are generally done with principals or market makers. Brokerage
commissions are paid primarily for effecting transactions in listed
securities and otherwise only if it appears likely that a better price or
execution can be obtained. When the Fund engages in an option
transaction, ordinarily the same broker will be used for the purchase or
sale of the option and any transactions in the securities to which the
option relates. When possible, concurrent orders to purchase or sell the
same security by more than one of the accounts managed by the Manager or
its affiliates are combined. Transactions effected pursuant to such
combined orders are averaged as to price and allocated in accordance with
the purchase or sale orders actually placed for each account. Option
commissions may be relatively higher than those which would apply to
direct purchases and sales of portfolio securities.
The research services provided by a particular broker may be useful only
to one or more of the advisory accounts of the Manager and its affiliates,
and investment research received for the commissions of these other
accounts may be useful both to the Fund and one or more of such other
accounts. Such research, which may be supplied by a third party at the
instance of a broker, includes information and analyses on particular
companies and industries as well as market or economic trends and
portfolio strategy, receipt of market quotations for portfolio
evaluations, information systems, computer hardware and similar products
and services. If a research service also assists the Manager in a non-
research capacity (such as bookkeeping or other administrative functions),
then only the percentage or component that provides assistance to the
Manager in the investment decision-making process may be paid for in
commission dollars. The research services provided by brokers broaden the
scope and supplement the research activities of the Manager, by making
available additional views for consideration and comparisons, and enabling
the Manager to obtain market information for the valuation of securities
held in the Fund's portfolio or being considered for purchase. The Board
of Trustees, including the independent Trustees of the Fund, annually
reviews information furnished by the Manager as to the commissions paid
to brokers furnishing such services in an effort to ascertain that the
amount of such commissions was reasonably related to the value or benefit
of such services.
During the Fund's fiscal years ended June 30, 1991, 1992 and 1993, total
brokerage commissions paid by the Fund (not including spreads or
concessions on principal transactions on a net trade basis) were
$________, $_________ and $_________, respectively. During the fiscal
year ended June 30, 1993, $________ was paid to brokers as commissions in
return for research services (including special research, statistical
information and execution); the aggregate dollar amount of those
transactions was $____________. The transactions giving rise to those
commissions were allocated in accordance with the internal allocation
procedures described above.
Distribution Agreement. Oppenheimer Funds Distributor, Inc., a wholly-
owned subsidiary of the Manager, is the general distributor of the Fund's
shares under a General Distributor's Agreement dated October 22, 1990.
The General Distributor's Agreement is subject to the same annual renewal
requirements and termination provisions as the Agreement. For the fiscal
year ended June 30, 1993, selling charges on the Fund's shares amounted
to $714,148, of which the Distributor and an affiliated broker-dealer
retained $189,859 in the aggregate.
Service Contract. Oppenheimer Shareholder Services ("OSS"), a division
of the Manager, serves as the Fund's transfer agent and registrar pursuant
to a Service Contract under which it is reimbursed by the Fund for its
costs in providing those services to the Fund, including the cost of
rental of office space. Similar services are provided by OSS to certain
other mutual funds advised by the Manager. OSS received $266,298 from the
Fund during the fiscal year ended June 30, 1993. The costs described for
these services are charged to the Fund as operating expenses and are borne
ratably by all shareholders in proportion to their holdings of shares of
the Fund.
RECEIPT OF SHAREHOLDER PROPOSALS
The Fund is not required to hold shareholder meetings on a regular basis.
Special meetings of shareholders may be called from time to time by either
the Fund or the Shareholders (under special conditions described in the
Fund's Statement of Additional Information). Under the Commission's proxy
rules, shareholder proposals which meet certain conditions may be included
in the Fund's proxy statement and proxy for a particular meeting. Those
rules require that for future meetings the shareholder must be a record
or beneficial owner of Fund shares with a value of at least $1,000 at the
time the proposal is submitted and for one year prior thereto, and must
continue to own such shares through the date on which the meeting is held.
Another requirement relates to the timely receipt by the Fund of any such
proposal. Under those rules, a proposal submitted for inclusion in the
Fund's proxy material for the next meeting after the meeting to which this
proxy statement relates must be received by the Fund a reasonable time
before the solicitation is made. The fact that the Fund receives a
proposal from a qualified shareholder in a timely manner does not ensure
its inclusion in the proxy material, since there are other requirements
under the proxy rules for such inclusion.
OTHER BUSINESS
Management of the Fund knows of no business other than the matters
specified above that will be presented at the Meeting. Since matters not
known at the time of the solicitation may come before the Meeting, the
proxy as solicited confers discretionary authority with respect to such
matters as properly come before the Meeting, including any adjournment or
adjournments thereof, and it is the intention of the persons named as
attorneys-in-fact in the proxy to vote the proxy in accordance with their
judgment on such matters.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
May 6, 1994
Exhibit A
SERVICE PLAN AND AGREEMENT
BETWEEN
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
AND
OPPENHEIMER TIME FUND
FOR CLASS A SHARES
SERVICE PLAN AND AGREEMENT (the "Plan") dated the ____ day of __________,
1994, by and between OPPENHEIMER TIME FUND (the "Fund") and OPPENHEIMER
FUNDS DISTRIBUTOR, INC. (the "Distributor").
1. The Plan. This Plan is the Fund's written service plan for its Class
A Shares described in the Fund's registration statement as of the date
this Plan takes effect, contemplated by and to comply with Article III,
Section 26 of the Rules of Fair Practice of the National Association of
Securities Dealers, pursuant to which the Fund will reimburse the
Distributor for a portion of its costs incurred in connection with the
personal service and the maintenance of shareholder accounts ("Accounts")
that hold Class A Shares (the "Shares") of such series and class of the
Fund. The Fund may be deemed to be acting as distributor of securities
of which it is the issuer, pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act"), according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients," as
hereinafter defined, for rendering services and for the maintenance of
Accounts. Such Recipients are intended to have certain rights as third-
party beneficiaries under this Plan.
2. Definitions. As used in this Plan, the following terms shall have the
following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
institution which: (i) has rendered services in connection with the
personal service and maintenance of Accounts; (ii) shall furnish the
Distributor (on behalf of the Fund) with such information as the
Distributor shall reasonably request to answer such questions as may
arise concerning such service; and (iii) has been selected by the
Distributor to receive payments under the Plan. Notwithstanding the
foregoing, a majority of the Fund's Board of Trustees (the "Board")
who are not "interested persons" (as defined in the 1940 Act) and who
have no direct or indirect financial interest in the operation of this
Plan or in any agreements relating to this Plan (the "Independent
Trustees") may remove any broker, dealer, bank or other institution
as a Recipient, whereupon such entity's rights as a third-party
beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all Shares
owned beneficially or of record by: (i) such Recipient, or (ii) such
customers, clients and/or accounts as to which such Recipient is a
fiduciary or custodian or co-fiduciary or co-custodian (collectively,
the "Customers"), but in no event shall any such Shares be deemed
owned by more than one Recipient for purposes of this Plan. In the
event that two entities would otherwise qualify as Recipients as to
the same Shares, the Recipient which is the dealer of record on the
Fund's books shall be deemed the Recipient as to such Shares for
purposes of this Plan.
3. Payments.
(a) Under the Plan, the Fund will make payments to the Distributor,
within forty-five (45) days of the end of each calendar quarter, in
the amount of the lesser of: (i) .0625% (.25% on an annual basis) of
the average during the calendar quarter of the aggregate net asset
value of the Shares computed as of the close of each business day, or
(ii) the Distributor's actual expenses under the Plan for that quarter
of the type approved by the Board. The Distributor will use such fee
received from the Fund in its entirety to reimburse itself for
payments to Recipients and for its other expenditures and costs of the
type approved by the Board incurred in connection with the personal
service and maintenance of Accounts including, but not limited to, the
services described in the following paragraph. The Distributor may
make Plan payments to any "affiliated person" (as defined in the 1940
Act) of the Distributor if such affiliated person qualifies as a
Recipient.
The services to be rendered by the Distributor and Recipients in
connection with the personal service and the maintenance of Accounts
may include, but shall not be limited to, the following: answering
routine inquiries from the Recipient's customers concerning the Fund,
providing such customers with information on their investment in
shares, assisting in the establishment and maintenance of accounts or
sub-accounts in the Fund, making the Fund's investment plans and
dividend payment options available, and providing such other
information and customer liaison services and the maintenance of
Accounts as the Distributor or the Fund may reasonably request. It
may be presumed that a Recipient has provided services qualifying for
compensation under the Plan if it has Qualified Holdings of Shares to
entitle it to payments under the Plan. In the event that either the
Distributor or the Board should have reason to believe that,
notwithstanding the level of Qualified Holdings, a Recipient may not
be rendering appropriate services, then the Distributor, at the
request of the Board, shall require the Recipient to provide a written
report or other information to verify that said Recipient is providing
appropriate services in this regard. If the Distributor still is not
satisfied, it may take appropriate steps to terminate the Recipient's
status as such under the Plan, whereupon such entity's rights as a
third-party beneficiary hereunder shall terminate.
Payments received by the Distributor from the Fund under the Plan
will not be used to pay any interest expense, carrying charges or
other financial costs, or allocation of overhead by the Distributor,
or for any other purpose other than for the payments described in this
Section 3. The amount payable to the Distributor each quarter will
be reduced to the extent that reimbursement payments otherwise
permissible under the Plan have not been authorized by the Board of
Trustees for that quarter. Any unreimbursed expenses incurred for any
quarter by the Distributor may not be recovered in later periods.
(b) The Distributor shall make payments to any Recipient quarterly,
within forty-five (45) days of the end of each calendar quarter, at
a rate not to exceed .0625% (.25% on an annual basis) of the average
during the calendar quarter of the aggregate net asset value of the
Shares computed as of the close of each business day of Qualified
Holdings (excluding Shares acquired in reorganizations with investment
companies for which Oppenheimer Management Corporation or an affiliate
acts as investment adviser and which have not adopted a distribution
plan at the time of the reorganization with the Fund). However, no
such payments shall be made to any Recipient for any such quarter in
which its Qualified Holdings do not equal or exceed, at the end of
such quarter, the minimum amount ("Minimum Qualified Holdings"), if
any, to be set from time to time by a majority of the Independent
Trustees. A majority of the Independent Trustees may at any time or
from time to time increase or decrease and thereafter adjust the rate
of fees to be paid to the Distributor or to any Recipient, but not to
exceed the rate set forth above, and/or increase or decrease the
number of shares constituting Minimum Qualified Holdings. The
Distributor shall notify all Recipients of the Minimum Qualified
Holdings and the rate of payments hereunder applicable to Recipients,
and shall provide each Recipient with written notice within thirty
(30) days after any change in these provisions. Inclusion of such
provisions or a change in such provisions in a revised current
prospectus shall constitute sufficient notice.
(c) Under the Plan, payments may be made to Recipients: (i) by
Oppenheimer Management Corporation ("OMC") from its own resources
(which may include profits derived from the advisory fee it receives
from the Fund), or (ii) by the Distributor (a subsidiary of OMC), from
its own resources.
4. Selection and Nomination of Trustees. While this Plan is in effect,
the selection or replacement of Independent Trustees and the nomination
of those persons to be Trustees of the Fund who are not "interested
persons" of the Fund shall be committed to the discretion of the
Independent Trustees. Nothing herein shall prevent the Independent
Trustees from soliciting the views or the involvement of others in such
selection or nomination if the final decision on any such selection and
nomination is approved by a majority of the incumbent Independent
Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Fund
shall provide at least quarterly a written report to the Fund's Board for
its review, detailing the amount of all payments made pursuant to this
Plan, the identity of the Recipient of each such payment, and the purposes
for which the payments were made. The report shall state whether all
provisions of Section 3 of this Plan have been complied with. The
Distributor shall annually certify to the Board the amount of its total
expenses incurred that year with respect to the personal service and
maintenance of Accounts in conjunction with the Board's annual review of
the continuation of the Plan.
6. Related Agreements. Any agreement related to this Plan shall be in
writing and shall provide that: (i) such agreement may be terminated at
any time, without payment of any penalty, by vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as
defined in the 1940 Act) of the Fund's outstanding voting securities of
the Class, on not more than sixty days written notice to any other party
to the agreement; (ii) such agreement shall automatically terminate in the
event of its "assignment" (as defined in the 1940 Act); (iii) it shall
go into effect when approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such agreement; and (iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such continuance is
specifically approved at least annually by the Board and its Independent
Trustees cast in person at a meeting called for the purpose of voting on
such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan has
been approved by a vote of the Independent Trustees cast in person at a
meeting called on January 11, 1994 for the purpose of voting on this Plan,
and takes effect as of July 1, 1994. Unless terminated as hereinafter
provided, it shall continue in effect until December 31, 1994 and from
year to year thereafter or as the Board may otherwise determine only so
long as such continuance is specifically approved at least annually by the
Board and its Independent Trustees cast in person at a meeting called for
the purpose of voting on such continuance. This Plan may be terminated
at any time by vote of a majority of the Independent Trustees or by the
vote of the holders of a "majority" (as defined in the 1940 Act) of the
Fund's outstanding voting securities of the Class. This Plan may not be
amended to increase materially the amount of payments to be made without
approval of the Class A Shareholders, in the manner described above, and
all material amendments must be approved by a vote of the Board and of the
Independent Trustees.
8. Disclaimer of Shareholder and Trustee Liability. The Distributor
understands that the obligations of the Fund under this Plan are not
binding upon any Trustee or shareholder of the Fund personally, but bind
only the Fund and the Fund's property. The Distributor represents that
it has notice of the provisions of the Declaration of Trust of the Fund
disclaiming shareholder and Trustee liability for acts or obligations of
the Fund.
OPPENHEIMER TIME FUND
By:__________________________________________
Robert G. Zack, Assistant Secretary
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By:__________________________________________
Katherine P. Feld, Vice President & Secretary
Exhibit B
INDEPENDENT AUDITORS' REPORT
Oppenheimer Management Corporation:
We have audited the accompanying consolidated statement of financial
condition of Oppenheimer Management Corporation and subsidiaries as of
December 31, 1993. This financial statement is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of financial
condition is free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
statement of financial condition. An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall statement of financial condition
presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, such consolidated statement of financial condition
presents fairly, in all material respects, the financial position of
Oppenheimer Management Corporation and subsidiaries at December 31, 1993
in conformity with generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Company changed
its method of accounting for income taxes to conform with Statement of
Financial Accounting Standards No. 109.
DELOITTE & TOUCHE
Denver, Colorado
February 16, 1994
OPPENHEIMER MANAGEMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
ASSETS NOTES
CURRENT ASSETS:
Cash $ 31,940,116
Investments in money market
mutual funds 26,850,605
Investments in managed mutual funds 4,981,458
Investments in Zero Coupon U.S.
Treasuries Trust, at market 3,897,237
Accounts receivable:
Brokers and dealers 2 49,538,320
Managed mutual funds 2,3 11,433,524
Affiliated companies 100,495
Income taxes 13,902,237
Other 4,471,131
Other current assets 2,124,857
-----------
Total current assets 149,239,980
-------------
PROPERTY AND EQUIPMENT - Less
accumulated depreciation and
amortization of $8,169,031 8,896,837
-----------
OTHER ASSETS:
Intangible assets, net 1 113,445,572
Deferred sales commissions 54,452,051
Deferred charges 1,550,484
Other 1,607,387
----------
Total other assets 171,055,494
------------
TOTAL $329,192,311
LIABILITIES AND SHAREHOLDER'S EQUITY
NOTES
CURRENT LIABILITIES:
Accounts payable and accrued
expenses $ 33,866,353
Subscriptions payable to managed
mutual funds 2 71,371,285
Payable to brokers and dealers 2 9,483,935
Current portion of long-term debt 5,6 17,463,094
------------
Total current liabilities 132,184,667
--------------
LONG-TERM LIABILITIES:
Deferred income taxes4 4 15,447,486
Senior debt 5 59,781,186
Subordinated notes 6 44,450,000
-----------
Total liabilities 251,863,339
-----------
COMMITMENTS 1,8
SHAREHOLDER'S EQUITY: 5,7
Preferred stock - nonvoting;
$10 par value; 392,461 shares
authorized; 25,141 shares
issued and outstanding 251,410
Common Stock - voting; $.10 par
value; 229,246 shares authorized;
179,658 shares issued and
outstanding 17,966
Additional paid-in capital 49,241,234
Retained earnings 27,818,362
------------
Total shareholder's equity 77,328,972
------------
TOTAL $329,192,311
See notes to consolidated statement of financial condition.
OPPENHEIMER MANAGEMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
1. THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Management Corporation (OMC) and its subsidiaries
(collectively, the "Company") are engaged in the business of
organizing, promoting, and managing registered investment companies
(hereafter referred to as "mutual funds").
OMC owns all the outstanding stock of Oppenheimer Funds Distributor,
Inc., Shareholder Services, Inc. (SSI), HarbourView Asset Management
Corporation, Centennial Asset Management Corporation, Oppenheimer
Partnership Holdings, Inc., and Shareholder Financial Services, Inc.
OMC is a wholly-owned subsidiary of Oppenheimer Acquisition
Corporation (OAC), which is controlled by Massachusetts Mutual Life
Insurance Company and senior management of OMC.
Principles of Consolidation - The accompanying consolidated statement
of financial condition includes the accounts of OMC and its
subsidiaries. All significant intercompany transactions and balances
have been eliminated in consolidation.
Investments in Money Market Mutual Funds - The Company invests
available cash in money market mutual funds managed by the Company.
The investments are recorded at cost which equals market.
Investments in Managed Mutual Funds - The Company owns shares of
stock in several of the mutual funds it manages. The shares are
purchased at their respective net asset values. The resulting
investments are recorded at cost which approximates market.
Investments in Zero Coupon U.S. Treasuries Trust - The Company is the
Sponsor for the Oppenheimer Zero Coupon U.S. Treasuries Trust and has
undertaken to maintain a secondary market for units in the Trust.
The investments are carried at market.
Property and Equipment - Property and equipment is recorded at cost.
Equipment depreciation expense is provided over the assets' estimated
useful lives on the straight-line method. Leasehold improvements are
amortized on the straight-line method over the remaining terms of the
lease agreements.
Intangible Assets - Intangible assets at December 31, 1993, are as
follows:
Less
Useful Accumulated Net
Lives Cost Amortization Book Value
----------- ----------- ------------ -----------
Debt Issuance Costs 7 years $ 5,535,450 $ (2,999,400) $ 2,536,050
Management Contracts 7 years 38,600,000 (18,840,667) 19,759,333
Goodwill 25 years 100,766,565 (11,671,455) 89,095,110
Other 4-10 years 4,385,906 (2,330,827) 2,055,079
----------- ------------ ----------
$149,287,921 $(35,842,349) $113,445,572
Deferred Sales Commissions - Sales commissions paid to brokers and
dealers in connection with sales of shares of certain mutual funds are
charged to deferred sales commissions and amortized over six years.
Early withdrawal charges received by the Company from redeeming
shareholders reduce unamortized deferred sales commissions.
Stock Appreciation Rights - OAC has granted certain stock appreciation
rights relating to OAC's stock to certain employees of OMC. During
1993, OMC recorded $21,603,294 relating to these stock appreciation
rights as a credit to additional paid-in capital.
Income Taxes - OAC files a consolidated federal income tax return which
includes the Company. Income taxes are recorded as if the Company
files on a separate return basis. During 1993 the Company was required
to adopt Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes. Statement 109 requires a change from the
deferred method of accounting for income taxes of APB Opinion 11 to the
asset and liability method of accounting for income taxes. The asset
and liability method prescribed by Statement 109 results in deferred
tax assets and liabilities being recorded for the differences between
the book and tax basis relating to the Company's assets and
liabilities.
The Company adopted Statement 109 in 1993 and has elected to restate
prior years beginning with the 1990 period. The effect of this
restatement on prior years has been reflected in retained earnings as
of December 31, 1992.
2. TRANSACTIONS WITH BROKERS AND DEALERS
The Company acts as general distributor for the sale and distribution
of shares of several mutual funds. In this capacity, the Company
records a receivable when it issues confirmations of all accepted
purchase orders to the originating brokers and dealers; at the same
time, the Company records a liability to the mutual funds equal to the
net asset value of all shares subject to such confirmations. This
liability must be paid to the mutual funds within 11 business days
unless the trade is canceled. If the originating broker or dealer
fails to make timely settlement of its purchase order under the terms
of its dealer agreement with the Company, the Company may cancel the
purchase order and, at the Company's risk, hold responsible the
originating broker or dealer.
When brokers and dealers place share redemption orders with a fund's
distributor, the Company records a receivable from the mutual funds
equal to the net asset value of all shares redeemed; at the same time
the Company records a corresponding liability payable to the
originating brokers.
3. RELATED PARTIES
The following is a summary of the significant balances, transactions
and relationships with affiliated companies and other related parties
as of December 31, 1993:
Officers and Directors of the Company; Shareholders of OAC - Several
officers and directors of the Company and shareholders of OAC are also
officers and directors or trustees of the mutual funds managed and
distributed by the Company.
Transfer Agents - SSI and Oppenheimer Shareholder Services (OSS), a
division of OMC, act as transfer and shareholder servicing agents for
the mutual funds managed by the Company and others. Amounts charged
to managed mutual funds are based on costs incurred on behalf of the
mutual funds pursuant to service agreements between SSI or OSS and the
mutual funds. SSI also acts as transfer agent for certain mutual funds
not managed by the Company, and amounts charged to those funds are
based on fees set by contracts with the respective mutual funds.
The receivable from managed mutual funds includes $2,466,000 resulting
from transfer agency fees and expenditures made on behalf of the mutual
funds at December 31, 1993.
4. INCOME TAXES
As discussed in note 1, the Company adopted Statement 109 in 1993 and
has applied the provisions of the Statement retroactively to 1990. The
principal effect of this change in accounting for income taxes related
to the remeasurement of the 1990 acquisition of Maximum Holdings, Inc.
and resulted in the recording of goodwill in the amount of $13,800,000
and deferred taxes payable in the same amount. In addition, retained
earnings at December 31, 1992 was increased by $2,001,702 to reflect
the effects of the restatement as of that date.
Deferred tax assets of $20,165,000 have been recorded in the
accompanying financial statements. These amounts primarily relate to
the benefit associated with certain state tax loss carryforwards and
compensation not deductible for tax purposes until paid. A valuation
allowance has not been recorded with respect to this deferred tax
asset. Deferred tax liabilities of $35,612,000 have also been
recorded. These amounts relate primarily to the current deduction, for
tax purposes, of deferred sales commissions which are amortized over
six years for book purposes and the difference in book and tax basis
relating to certain management contracts.
The Company has certain net operating loss carryforwards relating to
various states. If not used in the interim, these losses will
generally expire on December 31, 2008.
5. SENIOR DEBT
At December 31, 1993, the Company has outstanding $77.2 million of
Senior Debt borrowed from five banks. This amount is comprised of a
term loan of $23.7 million due September 30, 1997 and $53.5 million
outstanding on a $75 million revolving credit. The revolving credit
is subject to annual renewal, and, if not renewed, is repayable in four
annual installments. The debt bears interest at the Company's election
at the rate for Eurodollar deposits plus 1 1/2% or the higher of the
prime rate, plus 1/2% or the federal funds rate plus 1/2%. The credit
agreement contains covenants requiring certain minimum financial tests
and restrictions on capital expenditures, investments, indebtedness and
dividends. At December 31, 1993, the Company was in compliance with
the terms of the credit agreement. In addition, the banks have also
received a pledge of the shares of the Company's subsidiaries and
guarantees of certain subsidiaries. Borrowings under the credit
agreement are collateralized by certain assets of the Company.
The mandatory principal repayment schedule for the term loan is as
follows (000's):
1994 $ 10,000
1995 12,000
1996 1,700
--------
$ 23,700
========
The credit agreement has certain provisions whereby specified amounts
of excess cash flow on a semi-annual basis, as defined in the
agreement, must be applied to reduce the outstanding loan balance.
There are no prepayment penalties.
The Company has entered into interest rate swap agreements whereby
certain banks have agreed to pay the Company interest on a floating
rate (Eurodollar) basis and the Company has agreed to pay the banks
interest on a fixed rate basis. At December 31, 1993, the Company has
fixed an interest rate of 10.00% on $29,000,000 of the Senior Debt.
The interest rate swap agreements mature December 31, 1994.
The Company is exposed to credit loss in the event of non-performance
by the other parties to the interest rate swap agreements; however, the
Company does not anticipate non-performance by the counterparties.
Based on borrowing rates currently available to the Company for senior
and subordinated loans with similar terms, maturities and prepayment
options, the Company estimates that the fair value of its interest
bearing debt and the related interest rate swap agreements is $124.6
million as compared to the carrying amount shown on the balance sheet
of $121.7 million.
6. SUBORDINATED NOTES
Pursuant to a Note Agreement as amended and restated as of November 24,
1992 (the Note Agreement), the Company issued to a group of insurance
companies owned by Massachusetts Mutual Life Insurance Company,
$44,450,000 face amount of Subordinated Notes (Notes) due October 31,
2000. The Notes are subordinated to the Senior Debt obligations, (see
Note 5). The Notes require semi-annual interest payments at a rate of
14% on October 31 and April 30 of each year. The Company may make
optional prepayments of Notes, with a penalty, beginning November 1,
1995. The Note Agreement contains covenants requiring certain minimum
financial tests and restrictions on capital expenditures, investments,
indebtedness and dividends. At December 31, 1993, the Company was in
compliance with the terms of the Note Agreement.
The mandatory principal repayment schedule for the Notes is as follows
(000's):
1998 $14,800
1999 14,825
2000 14,825
-------
$44,450
=======
7. SHAREHOLDER'S EQUITY
The following table summarizes the various series and classes of
preferred and common stocks that are authorized, issued and outstanding
as of December 31, 1993:
Shares
Issued and
Authorized Outstanding Amount
Preferred stock - non-voting;
$10 par value:
Series A - $15.00 non-cumulative,
non-convertible 1,350
Series B - $1.50 non-cumulative,
non-convertible 186,500
Series C - $1.00 cumulative,
non-convertible 12,150 12,150 $121,500
Series D - $.60 cumulative,
convertible:
Class A 161,523
Class B 30,938 12,991 129,910
--------- --------- ---------
Total 392,461 25,141 $251,410
======= ====== ========
Common stock - voting; $.10
par value:
Common shares 212,461 162,873 $ 16,287
Class A common shares 16,785 16,785 1,679
------------ ---------- -------
Total 229,246 179,658 $ 17,966
======= ======= ========
The outstanding preferred shares are redeemable, at the option of the
Company, at $10 per share plus all accrued and unpaid dividends. In
the event of dissolution or liquidation, the preferred shareholders are
entitled to receive these same amounts before any distributions are
made to the common shareholder. The Series D Preferred Shares are
convertible, at the option of the shareholder, into common shares on
a one-for-one basis.
8. COMMITMENTS
Leases - The Company rents office space and certain computer and other
equipment under leases expiring during the next 15 years. At December
31, 1993, the aggregate minimum annual rentals under noncancelable
operating leases were as follows:
Years Ending
December 31
------------ 1994
1995 4,406,666
1996 3,513,503
1997 2,573,471
1998 2,223,802
Thereafter 10,660,288
-----------
$29,615,298
===========