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 or Rule 14a-12
OPPENHEIMER ENTERPRISE FUND
- - - ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
OPPENHEIMER ENTERPRISE FUND
- - - ------------------------------------------------------------
(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:
(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
- - - --------------------
1 - Set forth the amount on which the filing fee is calculated and state
how it was determined.
(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:
OPPENHEIMER ENTERPRISE FUND
Two World Trade Center, New York, New York 10048-0203
Notice Of Meeting Of Shareholders To Be Held
October 3, 1996
To The Shareholders of Oppenheimer Enterprise Fund
Notice is hereby given that a Meeting of the Shareholders of Oppenheimer
Enterprise Fund (the "Fund") will be held at 3410 South Galena Street,
Denver, Colorado, 80231, at 11:00 A.M., Denver time, on October 3, 1996,
or any adjournments thereof, for the following purposes:
To be voted on by holders of:
Class A Shares Class B Shares Class C Shares
X X X
(a) To elect twelve 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;
X X X
(b) To ratify the selection of KPMG Peat Marwick LLP as the independent
certified public accountants and auditors of the Fund for the fiscal year
beginning August 31, 1995 (Proposal No. 1);
X X X
(c) To approve an Investment Advisory Agreement between the Fund and
OppenheimerFunds, Inc.(the "Manager") (Proposal No. 2);
X
(d) To approve the Fund's Class A 12b-1 Service Plan (only shareholder of
Class A shares vote on this proposal) (Proposal No. 3); and
X
(e) To approve the Fund's Class B 12b-1 Distribution and Service Plan
(only shareholder of Class B shares vote on this proposal) (Proposal No.
4); and
X
(f) To approve the Fund's Class C 12b-1 Distribution and Service Plan
(only shareholder of Class C shares vote on this proposal) (Proposal No.
5); and
X X X
(g) 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 July 19, 1996, 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, SIGN, DATE AND MAIL THE ENCLOSED
PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
August 2, 1996
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.
885
OPPENHEIMER ENTERPRISE FUND
Two World Trade Center, New York, New York 10048-0203
PROXY STATEMENT
Meeting of Shareholders
To Be Held October 3, 1996
This statement is furnished to the shareholders of Oppenheimer Enterprise
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 11:00 A.M., Denver time, on October 3, 1996, or any adjournments
thereof. It is expected that the mailing of this Proxy Statement will be
made on or about August 9, 1996. For a free copy of the semi-annual
reports covering the operations of the Fund for the period from November
7, 1995(the commencement of operations) to February 29, 1996, call
OppenheimerFunds Services, the Fund's transfer agent, at 1-800-525-7048.
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 the 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 received from its customers. If no
instructions are received, the broker-dealer may (if permitted under
applicable stock exchange rules) as record holder 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 transfer agent,
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 July 19, 1996, the record
date, there were ______________________ shares of the Fund issued and
outstanding, consisting of _______________ Class A shares and
________________, Class B shares and _____________ Class C shares. Each
Class A, Class B and Class C share of the Fund has voting rights as stated
in this Proxy Statement and is entitled to one vote for each share (and
a fractional vote for a fractional share) held of record at the close of
business on the record date. As of July 5, 1996, the only entities owning
of record or known by management of the Fund to be the beneficial owner
of 5% or more of the outstanding shares of any class of the Fund's shares
were Merrill Lynch Pierce Fenner & Smith, Inc., 4800 Dear Lake Drive,
Jacksonville, FL 33246; 64,687 Class C shares (19.04%); and Daine
Bosworth, Inc. 600 South State Street, Bellingham, WA 98225, 17,832.315
Class C shares (5.43%).
ELECTION OF TRUSTEES
At the Meeting, twelve Trustees are to be elected to hold office until the
next meeting of shareholders called for the purpose of electing Trustees
and 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 shareholder 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. Each of
the Trustees is also a Trustee or Director of Oppenheimer Fund,
Oppenheimer Discovery Fund, Oppenheimer Global Fund, Oppenheimer Global
Emerging Growth Fund, Oppenheimer Global Growth & Income Fund, Oppenheimer
Growth Fund, Oppenheimer Target Fund, Oppenheimer Tax-Free Bond Fund,
Oppenheimer Gold & Special Minerals Fund, Oppenheimer Asset Allocation
Fund, Oppenheimer California Tax-Exempt Fund, Oppenheimer Multi-State Tax-
Exempt Trust, Oppenheimer Money Market Fund, Inc., Oppenheimer U.S.
Government Trust, Oppenheimer New York Tax-Exempt Fund, Oppenheimer Multi-
Government Trust and Oppenheimer Multi-Sector Income Trust (together with
the Fund, the "New York Oppenheimer funds") except Ms. Macaskill is not
a director of Oppenheimer Money Market Fund, Inc.. Ms Macaskill is
President , Mr. Levy is Chairman and Mr. Spiro is Vice Chairman of the
Fund and each of the other New York Oppenheimer funds.
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
positions indicated with the Fund's investment adviser, OppenheimerFunds,
Inc., formerly known as Oppenheimer Management Corporation, (the
"Manager") or its affiliates, or other positions described. The year
given below indicates when the nominee first became a Trustee or Director
of any of the New York Oppenheimer funds without a break in service. The
beneficial ownership of Class A shares listed below includes voting and
investment control, unless otherwise indicated below. If a nominee should
be unable to accept election, the Board of Trustees may, in its
discretion, select another person to fill the vacant position. As of July
5, 1996 the Trustees and officers of the Fund as a group owned 6,425.718
Class A shares of the Fund in the aggregate, which is less than 1% of the
outstanding shares of that class.
Shares
Beneficially
Name And Business Experience Owned as of
Other Information During the Past Five Years July 5, 1996
Leon Levy General Partner of Odyssey Partners, L.P. None
first became a (investment partnership); Chairman of
Trustee in 1959 Avatar Holdings, Inc. (real estate
Age: 70 development).
Robert G. Galli*
first became a Vice Chairman of the Manager; Vice None
Trustee in 1993 President and Counsel of Oppenheimer
Age: 63 Acquisition Corp., the Manager's
parent holding company; formerly he held the
following positions: Executive Vice President and
General Counsel of the Manager and OppenheimerFunds
Distributor, Inc. (the "Distributor"),a director
of the Manager and 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 Oppenheimer funds.
Benjamin Lipstein Professor Emeritus of Marketing, Stern None
first became a Graduate School of Business Administration,
Trustee in 1974 New York University; Director of Sussex Publishers,
Age: 73 Inc. (publishers of Psychology Today and Mother
Earth News) and Spy Magazine, L.P.
Bridget A. Macaskill* President and CEO and a Director of the Manager; None
first became a Chairman and a Director of SSI, President and a Director
Trustee in 1995 of OAC and HarborView and a Director of Oppenheimer
Age 47 Partnership Holdings, Inc; a holding company subsidiary
of the Manager, formerly Executive Vice President of the Manager.
_______________________
* A nominee who is an "interested person" of the Fund or the Manager under
the Investment Company Act.
Shares
Beneficially
Name And Business Experience Owned as of
Other Information During the Past Five Years July 5, 1996
Elizabeth B. Moynihan
first became a Author and architectural historian; a None
Trustee in 1992 trustee of the Freer Gallery of Art
Age: 66 (Smithsonian Institution), the Institute
of Fine Arts (New York University),
National Building Museum; a member of
the Trustees Council, 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 Dominion Resources, Inc. None
first became a (electric utility holding company),
Trustee in 1980 Dominion Energy, Inc. (electric power and
Age: 69 oil & gas producer), Enron-Dominion Cogen
Corp. (cogeneration company), Kemper
Corporation (insurance and financial
services company) and Fidelity Life Association
(mutual life insurance company); formerly
President and Chief Executive Officer of The Conference
Board, Inc. (international economic and
business research) and formerly a director of
Lumbermans Mutual Casualty Company, American Motorists
Insurance Company and American Manufactures Insurance
Company.
.
Edward V. Regan
first became a Chairman of Municipal Assistance Corporation for the None
Trustee in 1993 City of New York; Senior Fellow of Jerome Levy Economics
Age: 66 Institute; a member of the U.S. Competitiveness
Policy Council; a director of GranCare, Inc.
(health care provider); formerly New York State
Comptroller and trustee, New York State and Local
Retirement Fund.
Russell S. Reynolds, Founder Chairman of Russell Reynolds None
Jr. Associates, Inc. (executive recruiting); Chairman of
first became a Directorship, Inc. (consulting and publishing); a
Trustee in 1989 trustee of Mystic Seaport Museum, International House,
Age: 64 Greenwich Historical Society and Greenwich Hospital.
Shares
Beneficially
Name And Business Experience Owned as of
Other Information During the Past Five Years July 5, 1996
Sidney M. Robbins Chase Manhattan Professor Emeritus of None
first became a Financial Institutions, Graduate School of
Trustee in 1963 Business, Columbia University; Visiting
Age: 84 Professor of Finance, University of Hawaii;
Emeritus Founding Director of The Korea Fund, Inc.(a closed-end
investment company); 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; 6,425.718
first became a formerly Chairman of the Manager and the
Trustee in 1985 Distributor.
Age: 70
Pauline Trigere Chairman and Chief Executive Officer of None
first became a Trigere, Inc. (design and sale of
Trustee in 1977 women's fashions).
Age: 83
Clayton K. Yeutter
first became a Of Counsel to Hogan & Hartson (a law firm); None
Trustee in 1993 a director of B.A.T. Industries, Ltd. (tobacco
Age: 65 and financial services), Caterpillar, Inc.
(machinery), ConAgra, Inc. (food and agricultural
products), Farmers Insurance Company (insurance),
FMC Corp. (chemicals and machinery), and
Texas Instruments, Inc. (electronics) formerly
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.
_______________________
* A nominee who is an "interested person" of the Fund or the Manager under
the Investment Company Act.
Vote Required. The affirmative vote of a majority of the votes cast by
shareholders of the Fund without regard to class 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. Two regular meetings of the
Trustees were held in the period from November 7, 1995 (the commencement
of operations of the Fund) to February 29, 1996. Each of the Trustees,
except for Messrs. Spiro and Randall, were present for at least 75% of the
meetings held of the board and of all committees on which that Trustee
served. The Trustees of the Fund have appointed an Audit Committee,
comprised of Messrs. Randall (Chairman), Robbins (Vice Chairman), and
Regan, 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 one time during the period ended
August 31, 1996. The Board of Trustees does not have a standing
nominating or compensation committee.
Remuneration of Trustees. The officers of the Fund are affiliated with
the Manager; they and the Trustees of the Fund who are affiliated with the
Manager (Ms. Macaskill and Messrs. Galli and Spiro; Ms. Macaskill and Mr.
Spiro are also officers) receive no salary or fee from the Fund. The
Trustees of the Fund (excluding Ms. Macaskill and Messrs. Galli and Spiro)
received the total amounts shown below (i) from the Fund, during the
period ended August 31, 1996, and (ii) from all 18 of the New York-based
Oppenheimer funds (including the Fund) listed in the first paragraph of
this section (and from Oppenheimer Mortgage Income Fund and Oppenheimer
Time Fund, former New York-based Oppenheimer funds, which ceased
operations following the acquisition of their assets by certain other
Oppenheimer funds), for services in the positions shown:
Aggregate Retirement Benefits Total Compensation
Compensation Accrued as Part From All
Name and from the of Fund New York-based
Position Fund 1 Expenses Oppenheimer funds2
Leon Levy $1,198 None $141,000.00
Chairman and Trustee
Benjamin Lipstein $732 None $ 86,200.00
Study Committee
Member and Trustee
Elizabeth B. Moynihan $732 None $ 86,200.00
Study Committee
Member and Trustee
Kenneth A. Randall $666 None $ 78,400.00
Audit Committee
Chairman and Trustee
Edward V. Regan $584 None $ 68,800.00
Audit Committee
Member and Trustee
Russell S. Reynolds, $433 None $ 52,100.00
Jr., Trustee
Sidney M. Robbins $1,037 None $122,100.00
Study Committee
Chairman, Audit
Committee Vice-Chairman
and Trustee
Pauline Trigere $443 None $ 52,100.00
Trustee
Clayton K. Yeutter $443 None $ 52,100.00
Trustee
______________________
1 Estimated to be received during the current fiscal year ending August
31, 1996.
2 For the 1995 calendar year. The Study and Audit Committees meet for
all of the New York-based Oppenheimer Funds and the fees are allocated
among the funds by the Board.
The Fund has adopted a retirement plan that provides for payment to a
retired 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 New York-
based Oppenheimer funds for at least 15 years to be eligible for the
maximum payment. Because retirement benefits are determined by future
compensation and length of service, such benefits and estimated credited
years of service are not presently determinable. No payments have been
made by the Fund under the plan as of February 29, 1996 .
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.
Jay W. Tracey, III, Vice President and Portfolio Manager; Age: 42
Vice President of the Manager; portfolio manager of other Oppenheimer
funds; from February 1994 through September 1994, a Managing Director of
Buckingham Capital Management prior to which he was portfolio manager and
Vice President of other Oppenheimer funds and a Vice President of the
Manager;. Before that he was Senior Vice President of Founders Asset
Management, Inc. (a mutual fund adviser); prior to which he was a
securities analyst and portfolio manager for Berger Associates, Inc.
(investment adviser).
Andrew J. Donohue, Secretary; Age: 45
Executive Vice President and General Counsel of the Manager and the
Distributor; President and Director of Centennial; an officer of other
Oppenheimer funds; formerly Senior Vice President and Associate 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, Treasurer; Age: 59
3410 South Galena Street, Denver, Colorado 80231
Senior Vice President and Treasurer of the Manager; Vice President and
Treasurer of the Distributor and HarbourView; Senior Vice President,
Treasurer and Assistant Secretary and a director of Centennial; Vice
President, Treasurer and Secretary of SSI and SFSI; an officer of other
Oppenheimer funds.
Robert G. Zack, Assistant Secretary; Age: 47
Senior Vice President and Associate General Counsel of the Manager;
Assistant Secretary of SSI and SFSI; an officer of other Oppenheimer
funds.
Robert J. Bishop, Assistant Treasurer; Age: 37
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of other
Oppenheimer funds; previously a Fund Controller of the Manager, prior to
which he was an Accountant for Yale & Seffinger, P.C., an accounting firm,
and previously an Accountant and Commissions Supervisor for Stuart James
Company Inc., a broker-dealer.
Scott Farrar, Assistant Treasurer; Age: 30
3410 South Galena Street, Denver, Colorado 80231
Vice President of the Manager/Mutual Fund Accounting; an officer of other
Oppenheimer funds; 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.
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 March 16, 1995, selected KPMG Peat
Marwick LLP ("Peat Marwick") as auditors of the Fund for the fiscal year
beginning August 31, 1995. Peat Marwick 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 Peat Marwick as auditors. Representatives of Peat
Marwick are not expected to be present at the Meeting but will have the
opportunity to make a statement if they desire to do so and will be
available should any matter arise requiring their presence. The Board of
Trustees recommends approval of the selection of Peat Marwick as auditors
of the Fund.
APPROVAL OF PROPOSED INVESTMENT ADVISORY AGREEMENT
(Proposal No. 2)
The Fund has an Investment Advisory Agreement dated November 7, 1995, with
the Manager (the "Agreement") which was approved by 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 or of the
Manager. The Manager approved the Agreement on November 7, 1995 as the
Fund's only shareholder at that date. Pursuant to an undertaking made by
the Fund in connection with its initial Registration Statement filed with
the Securities and Exchange Commission, the Fund is submitting the
Agreement to shareholders at this meeting, which is the first-convened
shareholders meeting. A copy of the Agreement is included in this Proxy
Statement as Exhibit A. If approved by the shareholders at this meeting,
the Proposed Agreement will be effective on such date and continue in
effect until December 31, 1996, and thereafter from year to year unless
terminated, but only so long as such continuance is approved in accordance
with the Investment Company Act.
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 under the Agreement to the Manager is computed on the
average annual net assets of the Fund as of the close of business each day
at the annual rates of 0.75% of the first $200 million of net assets;
0.72% of the next $200 million; 0.69% of the next $200 million; and 0.66%
of the next $200 million and 0.60% of the net assets in excess of $800
million. For the period ended February 29, 1996, the Fund paid a
management fee of $41,767 under the Agreement. The Manager also acts as
investment adviser to other funds that have similar or comparable
investment objectives. A list of those funds and the net assets and
advisory fee rates paid by those funds, is contained in Exhibit B to this
Proxy Statement.
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 continuous
public sale of shares of the Fund. Expenses not expressly assumed by the
Manager under the Agreement or by the distributor of the Fund's shares 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 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 fiscal year (including the management fee but excluding taxes,
interest, brokerage fees and any extraordinary non-recurring expenses,
such as litigation) 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 in the absence of willful misfeasance, bad
faith or gross negligence in the performance of its duties or reckless
disregard of its obligations under the Agreement, the Manager is not
liable for any loss sustained by reason of any investment, or the
purchase, sale or retention of any security, or for any act or omission
in performing the services required by 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.
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 Agreements. One of the duties of the Manager
under the advisory agreement is to arrange the portfolio transactions for
the Fund. The advisory agreement contains provisions relating to the
employment of broker-dealers ("brokers") to effect the Fund's portfolio
transactions. In doing so, the Manager is authorized by the advisory
agreement to employ such broker-dealers, 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
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
interest and policies of the Fund as established by its Board of Trustees.
Purchases of securities from underwriters include a commission or
concession paid by the issuer to the underwriter, and purchases from
dealers include a spread between the bid and asked price.
Under the advisory agreement, the Manager is authorized to select
brokers that 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 fair and
reasonable in relation to the services provided. Subject to the foregoing
considerations, the Manager may also consider sales of shares of the Fund
and 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
advisory agreement, and the procedures and rules described above,
allocations of brokerage are generally made by the Manager's portfolio
traders based upon recommendations from the Manager's portfolio managers.
In certain instances, portfolio managers may directly place trades and
allocate brokerage, also subject to the provisions of the investment
advisory agreement and the procedures and rules described above. In
either case, brokerage is allocated under the supervision of the Manager's
executive officers. 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 or for certain fixed-income agency
transactions in the secondary market and are otherwise paid 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 transaction 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. The 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 those
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 in
commission dollars. The Board of Trustees has permitted the Manager to
use concessions on fixed price offerings to obtain research, in the same
manner as is permitted for agency transactions. The Board has also
permitted the Manager to use stated commissions on secondary fixed-income
agency trades to obtain research where the broker has represented to the
Manager that: (1) the trade is not from or for the broker's own
inventory; (ii) the trade was executed by the broker on an agency basis
at the stated commission; and (iii) the trade is not a riskless principal
transaction.
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 by 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 (those Trustees
of the Fund who are not "interested persons" as defined in the Investment
Company Act, and who have no direct or indirect financial interest in the
operation of the advisory agreement or the Distribution and Service Plans
described below) annually reviews information furnished by the Manager as
to the commissions paid to brokers furnishing such services so that the
Board may ascertain whether the amount of such commissions was reasonably
related to the value or benefit of such services.
The Manager and the Distributor. Subject to the authority of the Board
of Trustees, the Manager is responsible for the day-to-day management of
the Fund's business, pursuant to its investment advisory agreement with
the Fund. OppenheimerFunds Distributor, Inc., a wholly-owned subsidiary
of the Manager, is the general distributor of the Fund's shares.
The Manager (including a subsidiary) currently manages investment
companies, including other Oppenheimer funds, with assets of more than $50
billion as of June 30, 1996, and with more than 3 million shareholder
accounts. The Manager is a wholly-owned subsidiary of Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts
Mutual Life Insurance Company ("MassMutual"). The Manager, the
Distributor and OAC are located at Two World Trade Center, New York, New
York 10048. MassMutual is located at 1295 State Street, Springfield,
Massachusetts 01111. OAC acquired the Manager on October 22, 1990. As
indicated below, the common stock of OAC is owned by (i) certain officers
and/or directors of the Manager, (ii) MassMutual and (iii) another
investor. No institution or person holds 5% or more of OAC's outstanding
common stock except MassMutual. MassMutual has engaged in the life
insurance business since 1851.
The common stock of OAC is divided into three classes. At December 31,
1995, MassMutual held (i) all of the 2,160,000 shares of Class A voting
stock, (ii) 482,637 shares of Class B voting stock, and (iii) 943,135
shares of Class C non-voting stock. This collectively represented 81.6%
of the outstanding common stock and 87.4% of the voting power of OAC as
of that date. Certain officers and/or directors of the Adviser held (i)
642,172 shares of the Class B voting stock, representing 14.6% of the
outstanding common stock and 10.9% of the voting power, and (ii) options
acquired without cash payment which, when they become exercisable, allow
the holders to purchase up to 719,310 shares of Class C non-voting stock.
That group includes persons who serve as officers of the Fund, and Ms.
Macaskill and Messrs. Galli and Spiro, who serve as Directors 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 Adviser). 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 Adviser are as follows: Bridget A. Macaskill, President,
Chief Executive Officer and a director; Jon S. Fossel, Chairman; Donald
W. Spiro, Chairman Emeritus and a director; Robert G. Galli and James C.
Swain, Vice Chairmen; O. Leonard Darling, James Ruff, Loretta McCarthy,
Nancy Sperte and Tilghman G. Pitts III, Executive Vice Presidents; Robert
C. Doll, Executive Vice President and Director; Andrew J. Donohue,
Executive Vice President, General Counsel and Director; George C. Bowen,
Senior Vice President and Treasurer; Peter M. Antos, Victor Babin, Robert
A. Densen, Ronald H. Fielding, Robert E. Patterson, Richard Rubinstein,
Arthur Steinmetz, Ralph Stellmacher, John Stoma, Jerry A. Webman, William
L. Wilby and Robert G. Zack, Senior Vice Presidents.
The Manager and the Distributor. Subject to the authority of the Board
of Trustees, the Manager is responsible for the day-to-day management of
the Fund's business, pursuant to its investment advisory agreement with
the Fund. OppenheimerFunds Distributor, Inc., a wholly-owned subsidiary
of the Manager, is the general distributor of the Fund's shares.
Considerations by the Board of Trustees. In connection with the approval
of the investment management fee, the Manager provided extensive
information to the Independent Trustees. The Independent Trustees were
provided with data as to the qualifications of the Manager's personnel,
the quality and extent of the services rendered and its commitment to its
mutual fund advisory business. The Independent Trustees also considered
data presented by the Manager showing the extent to which it had expanded
its investment personnel and other services dedicated to the equity area
of its mutual fund advisory activities. Information prepared specifically
for the purpose of assisting the Independent Trustees in their evaluation
of the Proposed Agreement included an analysis of the performance and
expenses of the Fund as compared to other similar funds.
Analysis of Nature, Quality and Extent of Services. The Independent
Trustees considered, among other factors: (1) the necessity of the Manager
maintaining and enhancing its ability to retain and attract capable
personnel to serve the Fund; (2) the investment record of the Manager in
managing the Fund, and the investment record of other investment companies
for which it acts as investment adviser; (3) the Manager's overall
profitability; (4) pro-forma profitability data giving effect to the
proposed revision in the investment management fee but before marketing
and promotional expenses anticipated to be paid by the Manager and its
affiliates; (5) the effect of the proposed investment management fee on
the expense ratio of the Fund; (6) possible economies of scale; (7) data
as to investment performance, advisory fees and expense ratios of other
investment companies not advised by the Manager but believed to be in the
same overall investment and size category as the Fund; (8) other benefits
to the Manager from serving as investment manager to the Fund, as well as
benefits to its affiliates acting as principal underwriter and its
division acting as transfer agent to the Fund; (9) current and developing
conditions in the financial services industry, including the entry into
the industry of larger and highly capitalized companies which are spending
and appear to be prepared to continue to spend substantial sums to engage
personnel and to provide services to competing investment companies; and
(10) the financial resources of the Manager and the desirability of
appropriate incentives to assure that the Manager will continue to furnish
high quality services to the Fund.
Analysis of Profitability of the Manager. The Independent Trustees were
advised that the Manager does not maintain its financial records on a
fund-by-fund basis. However, the Manager does provide the Independent
Trustee on an annual basis with its allocation of expenses on a fund-by-
fund basis. The Independent Trustees considered specific information
provided by the Manager regarding its profitability and also considered
comparative information relating to the profitability of other mutual fund
investment managers. The Independent Trustees also noted the substantial
marketing and promotional activities in which the Manager and its
affiliates engage and propose to engage on behalf of the Fund.
Determination by the Independent Trustees and the Board of Trustees.
After completion of its review, the Independent Trustees recommended that
the Board of Trustees approve, and the Board unanimously approved, the
Proposed Agreement.
Vote Required. An affirmative vote of the holders of a "majority" (as
defined in the Investment Company Act) of all outstanding voting
securities of the Fund is required for approval of the Proposed Agreement;
the classes do not vote separately. The requirements for such "majority"
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. The Board of
Trustees recommends a vote in favor of approving the Proposed Investment
Advisory Agreement.
APPROVAL OF THE FUND'S CLASS A 12b-1
SERVICE PLAN AND AGREEMENT
(Proposal No. 3)
NOTE: This Proposal applies to Class A Shareholders only.
Class A shares were first offered to the public on November 7, 1995. At
that time, the Fund had adopted a Service Plan and Agreement for Class A
shares pursuant to Rule 12b-1 of the Investment Company Act, in conformity
with the National Association of Securities Dealers, Inc. ("NASD") Rule
which permits the Fund to pay up to 0.25% of its average annual net assets
as a service fee to reimburse the Distributor for all or a portion of its
costs incurred in the personal service and maintenance of accounts that
hold Class A shares. The Manager, as the sole initial shareholder of the
Fund's Class A shares, has approved a Service Plan for the Class A shares
of the Fund (the "Service Plan") under Rule 12b-1 of the Investment
Company Act. At a meeting of the Fund's Board of Trustees held March 16,
1995, 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 or the Manager, and who have no direct or indirect
financial interest in the operation of the Fund's 12b-1 plans or in any
related agreements ("Independent Trustees"), approved the Service Plan,
subject to shareholder approval, and determined to recommend the Service
Plan for approval by the shareholders. A copy of the Service Plan is
attached as Exhibit C to this proxy statement.
If the Class A shareholders approve this Proposal, the Service Plan shall,
unless terminated as described below, continue in effect from year to year
only so 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 Service Plan may be terminated at any time by a
vote of a majority of the Independent Trustees or by a vote of the holders
of a "majority" (as defined in the Investment Company Act) of the Fund's
outstanding Class A shares. The Service Plan may not be amended to
increase materially the amount of payments to be made without approval by
the Class A shareholders. All material amendments must be approved by the
Independent Trustees.
Description of the Service Plan. Under the Service 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 rendered personal services 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 plan 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. Payments
by the Distributor to Recipients will be made quarterly and computed as
of the close of business each day at an annual rate not to exceed 0.25%
of the net assets of Class A shares of the Fund held in accounts of the
Recipient or its customers. The Service Plan has the effect of increasing
annual expenses of Class A shares of the Fund by up to 0.25% of the
class's average annual net assets from what its expenses would otherwise
be.
Under the Service Plan, no payment will be made to any Recipient in any
quarter if the aggregate net asset value of all Class A Fund shares held
by the Recipient for itself and its customers did not exceed a minimum
amount, if any, that may be determined from time to time by a majority of
the Independent Trustees. Initially, the Board of Trustees has set the
fee at the maximum rate and set no minimum amount. The Service Plan
permits the Distributor and the Manager to make additional distribution
payments to Recipients from their own resources (including profits from
management fees) at no cost to the Fund. The Distributor and the Manager
may, in their sole discretion, increase or decrease the amount of
distribution assistance payments they make to Recipients from their own
assets.
Any expenses accrued under the Service Plan by the Distributor in one
fiscal quarter of the Fund may not be paid from service fees received from
the Fund in subsequent fiscal quarters of the Fund. Thus, if the Service
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
or to Recipients. In addition, Service 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.
Additional Information. While the Service Plan is in effect, the
Treasurer of the Fund shall provide a written report to the Fund's Board
of Trustees at least quarterly on the amount of all payments made pursuant
to the Service Plan, the purpose for which the payment was made and the
identity of each Recipient that received any such payment. Each report,
including the allocations on which such payments are based, will be
subject to the review and approval of the Independent Trustees in the
exercise of their fiduciary duty. The Service 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.
The Glass-Steagall Act and other applicable laws and regulations, among
other things, generally prohibit Federally-chartered or supervised banks
from engaging in the business of underwriting, selling or distributing
securities as principals. It is the understanding of the Manager and the
Distributor that the Glass-Steagall Act and other applicable laws and
regulations do not prohibit banks and other financial institutions from
providing services required of Recipient. Accordingly, the Distributor
may pay banks only for sales made on an agency basis or for performance
of administrative and shareholder servicing functions under the Service
Plan. However, judicial or administrative decisions or interpretations
of such laws, as well as changes in either Federal or state statutes or
regulations relating to the permissible activities of banks or their
subsidiaries or affiliates, could prevent certain banks from continuing
to perform all or a part of these services. If a bank were so prohibited,
shareholders of the Fund who were clients of such bank would be permitted
to remain as shareholders, and if that bank could no longer provide those
service functions, alternate means for continuing the servicing of such
shareholders would be sought. In such event, shareholders serviced by
such bank might no longer be able to avail themselves of any automatic
investment or other services then being provided by such bank. The Fund's
Board of Trustees will consider appropriate modifications to the Fund's
operations, including discontinuance of payments under the Service Plan
to such institutions, in the event of any future change in such laws or
regulations which may adversely affect the ability of such institutions
to provide these services. It is not expected that shareholders would
suffer any adverse financial consequences as a result of any of those
occurrences. In addition, state securities laws on this issue may differ
from the interpretations of Federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to
state law.
Analysis of the Service Plan by the Board of Trustees. In considering
whether to recommend the Class A Service Plan for approval, the Board
requested and evaluated information it deemed necessary to make an
informed determination. The Board found that there is a reasonable
likelihood that the Service Plan will benefit the Fund and its Class A
shareholders by providing financial incentives to financial intermediaries
to attract new Class A shareholders to the Fund and by assisting the
efforts of the Fund and the Distributor to retain existing investments and
attract new investments. The Service Plan should enable the Fund to be
competitive with similar funds, including funds which impose sales
charges, that provide financial incentives to institutions that direct
investors to such funds, and which provide shareholder servicing and
administrative services.
The Board concluded that it is likely that the Service Plan will benefit
Class A shareholders of the Fund by enabling the Fund to maintain or
increase its present asset base in the face of competition from a variety
of financial products. The Trustees recognized that payments made
pursuant to the Service Plan might be offset in part by economies of scale
associated with the growth of the Fund's assets. With larger assets, the
Class A shareholders should benefit from reduced Class A expenses per
share because the effective investment advisory fee rate will decline as
assets increase under the proposed Investment Advisory Agreement. Costs
of shareholder administration and transfer agency operations will be
spread among a larger number of shareholders as the Fund grows larger,
thereby reducing the Fund's expense ratio. The Manager has advised the
Trustees that investing larger amounts of money is made more readily, more
efficiently, and at lesser cost to the Fund. The Board found that a
positive flow of new investment money is desirable primarily to offset the
potentially adverse effects that might result from a pattern of net
redemptions. Net cash outflow increases the likelihood that the Fund will
have to dispose of portfolio securities for other than investment
purposes. Net cash inflow minimizes the need to sell securities to meet
redemptions when investment considerations would dictate otherwise,
reduces daily liquidity requirements, and may assist in a prompt
restructuring of the portfolio without the need to dispose of present
holdings.
Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments to a
mutual fund's distributor and to brokers, dealers, banks and other
financial institutions has become common in the mutual fund industry.
Competition among brokers and dealers for these types of distribution
payments has intensified. The Trustees concluded that promotion, sale and
servicing of mutual fund shares and shareholders through various brokers,
dealers, banks and other financial institutions is a successful way of
distributing shares of a mutual fund. The Trustees concluded that without
an effective means of selling and distributing Fund shares and servicing
shareholders and providing account maintenance, expenses may remain higher
on a per share basis that those of competing funds. The Service Plan
proposed for shareholder approval is designed to stimulate sales by and
services from many types of financial institutions.
The Trustees recognize that the Manager will benefit from the
implementation of the Service Plan through larger investment advisory fees
resulting from an increase in Fund assets, since its fees are based upon
a percentage of net assets of the fund. The Board, including each of the
Independent Trustees, determined that the Service Plan would be in the
best interests of the Fund, and that its implementation has a reasonable
likelihood of benefiting the Fund and its Class A shareholders. In its
annual review of the Service Plan, the Board will consider the continued
appropriateness of the Service Plan, including the level of payments
provided for therein.
Vote Required. Pursuant to Rule 12b-1 under the Investment Company Act
and the Service Plan, an affirmative vote of the holders of a "majority"
(as defined in the Investment Company Act) of the Fund's Class A voting
securities is required for approval of the Service Plan for this class.
The requirements for such "majority" vote under the Investment Company Act
are as described in Proposal No. 2. A vote in favor of this Proposal
shall be deemed a vote to approve the payments under the prior
Distribution Plan and to approve the Service Plan. The Board of Trustees
recommends a vote in favor of approving this Proposal.
APPROVAL OF THE FUND'S CLASS B 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 4)
NOTE: This Proposal applies to Class B Shareholders only.
Class B shares were first offered to the public on November 7, 1995. At
that time, the Fund had adopted a Distribution Plan and Agreement for
Class B shares pursuant to Rule 12b-1 of the Investment Company Act, in
conformity with the National Association of Securities Dealers, Inc.
("NASD") Rule which permits the Fund to pay up to 0.25% of its average
annual net assets as a service fee and up to 0.75% of its average annual
assets as an asset-based sales charge. At a meeting of the Fund's Board
of Trustees held March 16, 1995, 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 or the Manager, and who have
no direct or indirect financial interest in the operation of the Fund's
12b-1 plans or in any related agreements ("Independent Trustees"),
approved the Distribution and Service Plan, subject to shareholder
approval, and determined to recommend the Distribution and Service Plan
for approval by the shareholders. A copy of the Distribution and Service
Plan is attached as Exhibit D to this proxy statement.
Description of the Distribution and Service Plan. Under the Distribution
and Service Plan, the Fund compensates the Distributor for its services
in connection with the distribution of Class B Shares and the personal
service and maintenance of accounts that hold Class B shares. The Fund
pays the Distributor an asset-based sales charge of 0.75% per annum and
also pays the Distributor a service fee of 0.25% per annum, each of which
is computed on the average annual net assets of Class B shares of the
Fund.
The Distribution and Service Plan provides for payments for two different
distribution related functions. The Distributor pays certain brokers,
dealers, banks or other institutions ("Recipients") a service fee of 0.25%
for personal services to Class B shareholders and maintenance of
shareholder accounts by those Recipients. The services rendered by
Recipients in connection with personal services and the maintenance of
Class B shareholder 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. The Distributor
is permitted under the Distribution and Service Plan to retain service fee
payments to compensate it for rendering such services.
Service fee payments by the Distributor to Recipients are made (i) in
advance for the first year Class B shares are outstanding, following the
purchase of shares, in an amount equal to 0.25% of the net asset value of
the shares purchased by the Recipient or its customers and (ii)
thereafter, on a quarterly basis, computed as of the close of business
each day at an annual rate of 0.25% of the net asset value of Class B
shares held in accounts of the Recipient or its customers. In the event
Class B shares are redeemed less than one year after the date such shares
were sold, the Recipient is obligated to repay to the Distributor on
demand a pro rata portion of such advance service fee payments, based on
the ratio of the remaining period to one year.
The Distribution and Service Plan also provides that the Fund will pay the
Distributor on a monthly basis an asset-based sales charge at an annual
rate of 0.75% of the net asset value of Class B shares outstanding to
compensate it for other services in connection with the distribution of
the Fund's Class B shares. The distribution assistance and administrative
support services rendered by the Distributor in connection with the sales
of Class B shares may include: (i) paying sales commissions to any broker,
dealer, bank or other institution that sells the Fund's Class B shares,
(ii) paying compensation to and expenses of personnel of the Distributor
who support distribution of Class B shares by Recipients, and (iii) paying
or reimbursing the Distributor for interest and other borrowing costs
incurred in connection with the distribution of the Fund's Class B shares.
The other distribution assistance in connection with the sale of Class B
shares rendered by the Distributor and Recipients may include, but shall
not be limited to, the following: distributing sales literature and
prospectuses other than those furnished to current Class B shareholders,
processing Class B share purchase and redemption transactions and
providing such other information in connection with the distribution of
Class B shares as the Distributor or the Fund may reasonably request.
The Distributor currently pays sales commissions from its own resources
to Recipients at the time of sale equal to 0.75% of the purchase price of
Fund shares sold by such Recipient, and advances the first year service
fee of 0.25%. The Distributor retains the asset-based sales charge during
the first year shares are outstanding to recoup the sales commissions it
pays, the advances of service fee payments it makes, and its financing
costs. Asset-based sales charge payments are designed to permit an
investor to purchase shares of the Fund without the assessment of a
front-end sales load and at the same time permit the Distributor to
compensate Recipients in connection with the sale of shares of the Fund.
The Distribution and Service Plan contains a provision which provides that
the Board may allow the Fund to continue payments to the Distributor for
Class B shares sold prior to termination of the Distribution and Service
Plan. Pursuant to this provision, payment of the asset-based sales charge
of up to 0.75% per annum could be continued by the Board after
termination.
The Distribution and Service Plan has the effect of increasing annual
expenses of Class B shares of the Fund by up to 1.00% of the class's
average annual net assets from what those expenses would otherwise be.
Payments by the Fund to the Distributor under the current Class B Plan for
the period ended February 29, 1996 were $15,551 (1.00% of the Fund's
average net assets represented by Class B shares during that period),
which the Distributor retained as reimbursement for Class B sales
commissions and service fee advances, as well as financing costs.
If the Class B shareholders approve this Proposal, the Distribution and
Service Plan shall, unless terminated as described below, continue in
effect until December 31, 1996 and from year to year thereafter only so
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 Distribution and Service Plan may be terminated at any
time by a vote of a majority of the Independent Trustees or by a vote of
the holders of a "majority" (as defined in the Investment Company Act) of
the Fund's outstanding Class B shares. The Distribution and Service Plan
may not be amended to increase materially the amount of payments to be
made without approval by Class B shareholders. All material amendments
must be approved by a majority of the Independent Trustees.
Additional Information. The Distribution and Service Plan 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.
Under the Distribution and Service Plan, no payment for service fees will
be made to any Recipient in any quarter if the aggregate net asset value
of all Fund shares held by the Recipient for itself and its customers does
not exceed a minimum amount, if any, that may be determined from time to
time by a majority of the Independent Trustees. Initially, the Board of
Trustees has set the fee at the maximum rate and set no minimum amount.
The Distribution and Service Plan permits the Distributor and the Manager
to make additional distribution payments to Recipients from their own
resources (including profits from management fees) at no cost to the Fund.
The Distributor and the Manager may, in their sole discretion, increase
or decrease the amount of distribution assistance payments they make to
Recipients from their own assets.
Analysis of the Distribution and Service Plan by the Board of Trustees.
In considering whether to recommend the Distribution and Service Plan for
approval, the Board requested and evaluated information it deemed
necessary to make an informed determination. The Board found that there
is a reasonable likelihood that the Distribution and Service Plan benefits
the Fund and its Class B shareholders by providing financial incentives
to financial intermediaries to attract new Class B shareholders to the
Fund and by assisting the efforts of the Fund and the Distributor to
service and retain existing shareholders and attract new investors. The
Distribution and Service Plan enables the Fund to be competitive with
similar funds, including funds that impose sales charges, provide
financial incentives to institutions that direct investors to such funds,
and provide shareholder servicing and administrative services.
The Board concluded that it is likely that because the Distribution and
Service Plan provides an alternative means for investors to acquire Fund
shares without paying an initial sales charge, it will benefit Class B
shareholders of the Fund by enabling the Fund to maintain or increase its
present asset base in the face of competition from a variety of financial
products. The Trustees recognized that payments made pursuant to the
Distribution and Service Plan would likely be offset in part by economies
of scale associated with the growth of the Fund's assets. With larger
assets, the Class B shareholders should benefit as the Distribution and
Service Plan should help maintain Fund assets at the lower investment
advisory fee rate that is currently in effect. Costs of shareholder
administration and transfer agency operations will be spread among a
larger number of shareholders as the Fund grows larger, thereby reducing
the Fund's expense ratio. The Manager has advised the Trustees that
investing larger amounts of money is made more readily, more efficiently,
and at lesser cost to the Fund. The Board found that a positive flow of
new investment money is desirable primarily to offset the potentially
adverse effects that might result from a pattern of net redemptions. Net
cash outflow increases the likelihood that the Fund will have to dispose
of portfolio securities for other than investment purposes. Net cash
inflow minimizes the need to sell securities to meet redemptions when
investment considerations would dictate otherwise, reduces daily liquidity
requirements, and may assist in a prompt restructuring of the portfolio
without the need to dispose of present holdings.
Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments to a
mutual fund's distributor and to brokers, dealers, banks and other
financial institutions has become common in the mutual fund industry.
Competition among brokers and dealers for these types of payments has
intensified. The Trustees concluded that promotion, sale and servicing
of mutual fund shares and shareholders through various brokers, dealers,
banks and other financial institutions is a successful way of distributing
shares of a mutual fund. The Trustees concluded that without an effective
means of selling and distributing Fund shares and servicing shareholders
and providing account maintenance, expenses may remain higher on a per
share basis than those of some competing funds. By providing an
alternative means of acquiring Fund shares, the Distribution and Service
Plan proposed for shareholder approval is designed to stimulate sales by
and services from many types of financial institutions.
The Trustees recognize that the Manager will benefit from the Distribution
and Service Plan through larger investment advisory fees resulting from
an increase in Fund assets, since its fees are based upon a percentage of
net assets of the Fund. The Board, including each of the Independent
Trustees, determined that the Distribution and Service Plan is in the best
interests of the Fund, and that its continuation has a reasonable
likelihood of benefiting the Fund and its Class B shareholders. In its
annual review of the Distribution and Service Plan, the Board will
consider the continued appropriateness of the Distribution and Service
Plan, including the level of payments provided for therein.
Vote Required. Pursuant to Rule 12b-1 under the Investment Company Act,
an affirmative vote of the holders of a "majority" (as defined in the
Investment Company Act) of the Fund's Class B voting securities is
required for approval of the Distribution and Service Plan. The
requirements for such "majority" vote under the Investment Company Act are
as described in Proposal No.2. A vote in favor of this Proposal shall be
deemed a vote to approve the prior Plan and the Distribution and Service
Plan. The Board of Trustees recommends a vote in favor of approving this
Proposal.
APPROVAL OF THE FUND'S CLASS C 12b-1 DISTRIBUTION
AND SERVICE PLAN AND AGREEMENT
(Proposal No. 4)
NOTE: This Proposal applies to Class C Shareholders only.
Class C shares were first offered to the public on November 7, 1995. At
that time, the Fund had adopted a Distribution Plan and Agreement for
Class C shares pursuant to Rule 12b-1 of the Investment Company Act, in
conformity with the National Association of Securities Dealers, Inc.
("NASD") Rule which permits the Fund to pay up to 0.25% of its average
annual net assets as a service fee and up to 0.75% of its average annual
assets as an asset-based sales charge. At a meeting of the Fund's Board
of Trustees held March 16, 1996, 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 or the Manager, and who have
no direct or indirect financial interest in the operation of the Fund's
12b-1 plans or in any related agreements ("Independent Trustees"),
approved the Distribution and Service Plan, subject to shareholder
approval, and determined to recommend the Distribution and Service Plan
for approval by the shareholders. A copy of the Distribution and Service
Plan is attached as Exhibit E to this proxy statement.
Description of the Distribution and Service Plan. Under the Distribution
and Service Plan, the Fund compensates the Distributor for its services
in connection with the distribution of Class C Shares and the personal
service and maintenance of accounts that hold Class C shares. The Fund
pays the Distributor an asset-based sales charge of 0.75% per annum and
also pays the Distributor a service fee of 0.25% per annum, each of which
is computed on the average annual net assets of Class C shares of the
Fund.
The Distribution and Service Plan provides for payments for two different
distribution related functions. The Distributor pays certain brokers,
dealers, banks or other institutions ("Recipients") a service fee of 0.25%
for personal services to Class C shareholders and maintenance of
shareholder accounts by those Recipients. The services rendered by
Recipients in connection with personal services and the maintenance of
Class C shareholder 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. The Distributor
is permitted under the Distribution and Service Plan to retain service fee
payments to compensate it for rendering such services.
Service fee payments by the Distributor to Recipients are made (i) in
advance for the first year Class C shares are outstanding, following the
purchase of shares, in an amount equal to 0.25% of the net asset value of
the shares purchased by the Recipient or its customers and (ii)
thereafter, on a quarterly basis, computed as of the close of business
each day at an annual rate of 0.25% of the net asset value of Class C
shares held in accounts of the Recipient or its customers. In the event
Class C shares are redeemed less than one year after the date such shares
were sold, the Recipient is obligated to repay to the Distributor on
demand a pro rata portion of such advance service fee payments, based on
the ratio of the remaining period to one year.
The Distribution and Service Plan also provides that the Fund will pay the
Distributor on a monthly basis an asset-based sales charge at an annual
rate of 0.75% of the net asset value of Class C shares outstanding to
compensate it for other services in connection with the distribution of
the Fund's Class C shares. The distribution assistance and administrative
support services rendered by the Distributor in connection with the sales
of Class C shares may include: (i) paying sales commissions to any broker,
dealer, bank or other institution that sells the Fund's Class C shares,
(ii) paying compensation to and expenses of personnel of the Distributor
who support distribution of Class C shares by Recipients, and (iii) paying
or reimbursing the Distributor for interest and other borrowing costs
incurred in connection with the distribution of the Fund's Class C shares.
The other distribution assistance in connection with the sale of Class C
shares rendered by the Distributor and Recipients may include, but shall
not be limited to, the following: distributing sales literature and
prospectuses other than those furnished to current Class C shareholders,
processing Class C share purchase and redemption transactions and
providing such other information in connection with the distribution of
Class C shares as the Distributor or the Fund may reasonably request.
The Distributor currently pays sales commissions from its own resources
to Recipients at the time of sale equal to 0.75% of the purchase price of
Fund shares sold by such Recipient, and advances the first year service
fee of 0.25%. The Distributor retains the asset-based sales charge during
the first year shares are outstanding to recoup the sales commissions it
pays, the advances of service fee payments it makes, and its financing
costs. Asset-based sales charge payments are designed to permit an
investor to purchase shares of the Fund without the assessment of a
front-end sales load and at the same time permit the Distributor to
compensate Recipients in connection with the sale of shares of the Fund.
The Distribution and Service Plan contains a provision which provides that
the Board may allow the Fund to continue payments to the Distributor for
Class C shares sold prior to termination of the Distribution and Service
Plan. Pursuant to this provision, payment of the asset-based sales charge
of up to 0.75% per annum could be continued by the Board after
termination.
The Distribution and Service Plan has the effect of increasing annual
expenses of Class C shares of the Fund by up to 1.00% of the class's
average annual net assets from what those expenses would otherwise be.
Payments by the Fund to the Distributor under the current Class C Plan for
the period ended February 29, 1996 were $4,199 (1.00% of the Fund's
average net assets represented by Class C shares during that period),
which the Distributor retained as reimbursement for Class C sales
commissions and service fee advances, as well as financing costs.
If the Class C shareholders approve this Proposal, the Distribution and
Service Plan shall, unless terminated as described below, continue in
effect until December 31, 1996 and from year to year thereafter only so
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 Distribution and Service Plan may be terminated at any
time by a vote of a majority of the Independent Trustees or by a vote of
the holders of a "majority" (as defined in the Investment Company Act) of
the Fund's outstanding Class C shares. The Distribution and Service Plan
may not be amended to increase materially the amount of payments to be
made without approval by Class C shareholders. All material amendments
must be approved by a majority of the Independent Trustees.
Additional Information. The Distribution and Service Plan 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.
Under the Distribution and Service Plan, no payment for service fees will
be made to any Recipient in any quarter if the aggregate net asset value
of all Fund shares held by the Recipient for itself and its customers does
not exceed a minimum amount, if any, that may be determined from time to
time by a majority of the Independent Trustees. Initially, the Board of
Trustees has set the fee at the maximum rate and set no minimum amount.
The Distribution and Service Plan permits the Distributor and the Manager
to make additional distribution payments to Recipients from their own
resources (including profits from management fees) at no cost to the Fund.
The Distributor and the Manager may, in their sole discretion, increase
or decrease the amount of distribution assistance payments they make to
Recipients from their own assets.
Analysis of the Distribution and Service Plan by the Board of Trustees.
In considering whether to recommend the Distribution and Service Plan for
approval, the Board requested and evaluated information it deemed
necessary to make an informed determination. The Board found that there
is a reasonable likelihood that the Distribution and Service Plan benefits
the Fund and its Class C shareholders by providing financial incentives
to financial intermediaries to attract new Class C shareholders to the
Fund and by assisting the efforts of the Fund and the Distributor to
service and retain existing shareholders and attract new investors. The
Distribution and Service Plan enables the Fund to be competitive with
similar funds, including funds that impose sales charges, provide
financial incentives to institutions that direct investors to such funds,
and provide shareholder servicing and administrative services.
The Board concluded that it is likely that because the Distribution and
Service Plan provides an alternative means for investors to acquire Fund
shares without paying an initial sales charge, it will benefit Class C
shareholders of the Fund by enabling the Fund to maintain or increase its
present asset base in the face of competition from a variety of financial
products. The Trustees recognized that payments made pursuant to the
Distribution and Service Plan would likely be offset in part by economies
of scale associated with the growth of the Fund's assets. With larger
assets, the Class C shareholders should benefit as the Distribution and
Service Plan should help maintain Fund assets at the lower investment
advisory fee rate that is currently in effect. Costs of shareholder
administration and transfer agency operations will be spread among a
larger number of shareholders as the Fund grows larger, thereby reducing
the Fund's expense ratio. The Manager has advised the Trustees that
investing larger amounts of money is made more readily, more efficiently,
and at lesser cost to the Fund. The Board found that a positive flow of
new investment money is desirable primarily to offset the potentially
adverse effects that might result from a pattern of net redemptions. Net
cash outflow increases the likelihood that the Fund will have to dispose
of portfolio securities for other than investment purposes. Net cash
inflow minimizes the need to sell securities to meet redemptions when
investment considerations would dictate otherwise, reduces daily liquidity
requirements, and may assist in a prompt restructuring of the portfolio
without the need to dispose of present holdings.
Stimulation of distribution of mutual fund shares and providing for
shareholder services and account maintenance services by payments to a
mutual fund's distributor and to brokers, dealers, banks and other
financial institutions has become common in the mutual fund industry.
Competition among brokers and dealers for these types of payments has
intensified. The Trustees concluded that promotion, sale and servicing
of mutual fund shares and shareholders through various brokers, dealers,
banks and other financial institutions is a successful way of distributing
shares of a mutual fund. The Trustees concluded that without an effective
means of selling and distributing Fund shares and servicing shareholders
and providing account maintenance, expenses may remain higher on a per
share basis than those of some competing funds. By providing an
alternative means of acquiring Fund shares, the Distribution and Service
Plan proposed for shareholder approval is designed to stimulate sales by
and services from many types of financial institutions.
The Trustees recognize that the Manager will benefit from the Distribution
and Service Plan through larger investment advisory fees resulting from
an increase in Fund assets, since its fees are based upon a percentage of
net assets of the Fund. The Board, including each of the Independent
Trustees, determined that the Distribution and Service Plan is in the best
interests of the Fund, and that its continuation has a reasonable
likelihood of benefiting the Fund and its Class C shareholders. In its
annual review of the Distribution and Service Plan, the Board will
consider the continued appropriateness of the Distribution and Service
Plan, including the level of payments provided for therein.
Vote Required. Pursuant to Rule 12b-1 under the Investment Company Act,
an affirmative vote of the holders of a "majority" (as defined in the
Investment Company Act) of the Fund's Class C voting securities is
required for approval of the Distribution and Service Plan. The
requirements for such "majority" vote under the Investment Company Act are
as described in Proposal No.2. A vote in favor of this Proposal shall be
deemed a vote to approve the prior Plan and the Distribution and Service
Plan. The Board of Trustees recommends a vote in favor of approving this
Proposal.
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 proxy rules of the
Securities and Exchange Commission, 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 $1,000 at the time the proposal is submitted and for
one year prior thereto, and must continue to own such shares through the
date on which the meeting is held. Another requirement relates to the
timely receipt by the Fund of any such proposal. Under those rules, a
proposal submitted for inclusion in the Fund's proxy material for the next
meeting after the meeting to which this proxy statement relates must be
received by the Fund a reasonable time before the solicitation is made.
The fact that the Fund receives a proposal from a qualified shareholder
in a timely manner does not ensure its inclusion in the proxy material,
since there are other requirements under the proxy rules for such
inclusion.
OTHER BUSINESS
Management of the Fund knows of no business other than the matters
specified above that will be presented at the Meeting. Since matters not
known at the time of the solicitation may come before the Meeting, the
proxy as solicited confers discretionary authority with respect to such
matters as properly come before the Meeting, including any adjournment or
adjournments thereof, and it is the intention of the persons named as
attorneys-in-fact in the proxy to vote the proxy in accordance with their
judgment on such matters.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
August 2, 1996
EXHIBIT B
Approximate Net Advisory Fee Rate as
Assets of 6/30/96 % of Average Annual
Name of Fund ($ Millions) Net Assets
Oppenheimer Equity Income Fund $2,399.1 .75% on the first $100 million
Oppenheimer Total Return $2,388.9 .70% on the next $100 million
Fund, Inc. .65% on the next $100 million
.60% on the next $100 million
.55% on the next $100 million
.50% of net assets in excess of $500 million
Oppenheimer Main Street $5,682.9 .65% on the first $200 million
Income & Growth Fund .60% on the next $150 million
.55% on the next $150 million
.45% of net assets in excess of $500 million
Oppenheimer Global Emerging $174.4 1.0% on the first $50 million
Growth Fund .75% on the next $150 million
.72% on the next $200 million
.69% on the next $200 million
.66% on the next $200 million
.60% of net assets in excess of $800 million
Oppenheimer Value Stock Fund $178.9 .75% on the first $100 million
.72% on the next $200 million
.69% on the next $200 million
.66% of net assets in excess of $500 million
Oppenheimer Fund $279.0 .75% on the first $200 million
Oppenheimer Asset Allocation $282.1 .72% on the next $200 million
Fund
Oppenheimer Growth Fund $1,269.0 .69% on the next $200 million
Oppenheimer Discovery Fund $1,293.3 .66% on the next $200 million
Oppenheimer Enterprise Fund $72.3 .60% of net assets in excess of $800 million
Oppenheimer Target Fund $831.4 .75% on the first $200 million
Oppenheimer Gold & Special .72% on the next $200 million
Minerals Fund $168.2 .69% on the next $200 million
.66% on the next $200 million
.60% of net assets in excess of $800 million
Oppenheimer Global Fund $2,985.4 .80% on the first $250 million
.77% on the next $250 million
.75% on the next $500 million
.69% on the next $1 billion
.67% of net assets in excess of $ 2 billion
Oppenheimer Global Growth $158.0 .80% on the first $250 million
& Income Fund .77% on the next $250 million
.75% on the next $500 million
.69% on the next $1 billion
.67% of net assets in excess of $2 billion
*Oppenheimer Quest Value Fund, $453.8 1.0% on the first $400 million
Inc.
*Quest Opportunity Value Fund $1,324.4 .90% on the next $400 million
*Quest Small Cap Fund $164.1 .85% of net assets in excess of $800 million
*Oppenheimer Quest Global Value $221.9 .75% on the first $400 million
Fund, Inc. .70% on the next $400 million
.65% of net assets in excess of $800 million
*Oppenheimer Quest Growth & $58.0 .85% of its daily net assets
Income Value Fund
*Oppenheimer Quest Officers Value $9.4 1.0% of its daily net assets
Fund
Oppenheimer Bond Fund for $426.9 .625% on the first $50 million
Growth Fund .500% on the next $250 million
.4375% of net assets in excess of $300 million
Oppenheimer Disciplined Allocation $231.0 .625% on the first $300 million
Fund .500% on the next $100 million
.450% of net assets in excess of $400 million
Oppenheimer Disciplined Value $137.9 .625% on the first $300 million
Fund .500% on the next $100 million
.450% of net assets in excess of $400 million
Oppenheimer International $12.1 .80% on the first $250 million
Growth Fund .77% on the next $250 million
.75% on the next $500 million
.69% on the next $1 billion
.67% of net assets in excess of $2 billion
___________________________________
* The Manager pays a sub-advisory fee to OpCap Advisors to provide
day-to-day portfolio management of the Fund. The Manager pays OpCap
Advisors monthly an annual fee based on the average daily net assets of
the Fund equal to 40% of the advisory fee collected by the Manager
based on the total net assets of the Fund as of November 22, 1995(the
"base amount") plus 30% of the investment advisory fee collected by the
Manager based on the total net assets of the Fund that exceed the base
amount.
Oppenheimer Enterprise Fund Proxy for Shareholders Meeting to
Class A Shares be held ________, 1996
Your shareholder Your prompt response can save your
vote is important! 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.
Please detach at perforation before mailing.
Oppenheimer Enterprise Fund - Class A Shares
Proxy For Shareholders Meeting to be held ________, 1996
The undersigned shareholder of Oppenheimer Enterprise 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 _________, 1996, at 3410
South Galena Street, Denver, Colorado 80231 at 10:00 A.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. Said
attorneys-in-fact shall vote in accordance with their best judgment as to
any other matter.
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
indicated on the reverse side or FOR if no choice is indicated.
(over)
Oppenheimer Enterprise Fund Proxy for Shareholders Meeting to
Class A Shares be held _________, 1996
Your shareholder Your prompt response can save your
vote is important! 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.
Please detach at perforation before mailing.
(OVER)
1. Election of Trustees
____ For all nominees listed _____ Withhold authority
except as marked to the vote for all nominees
contrary at left. listed at left.
B. Macaskill R. Galli L. Levy B. Lipstein
(A) (B) (C) (D)
E. Moynihan K. Randall E. Regan R. Reynolds S. Robbins
(E) (F) (G) (H) (I)
D. Spiro P. Trigere C. Yeutter
(J) (K) (L)
Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.
2. Ratification of selection of KPMG Peat Marwick LLP as independent
auditors (Proposal No. 1)
For ____ Against ____ Abstain ____
3. Approval of proposed Investment Advisory Agreement (Proposal No. 2)
For ____ Against ____ Abstain ____
4. Approval of proposed Class A 12b-1 Service Plan (Proposal No. 3)
For ____ Against ____ Abstain ____
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.
Dated: ______________________, 1996
(Month) (Day)
____ ______________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this ballot.
Oppenheimer Enterprise Fund Proxy for Shareholders Meeting to
Class B Shares be held ________, 1996
Your shareholder Your prompt response can save your
vote is important! 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.
Please detach at perforation before mailing.
Oppenheimer Enterprise Fund - Class B Shares
Proxy For Shareholders Meeting to be held ________, 1996
The undersigned shareholder of Oppenheimer Enterprise 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 _________, 1996, at 3410
South Galena Street, Denver, Colorado 80231 at 10:00 A.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. Said
attorneys-in-fact shall vote in accordance with their best judgment as to
any other matter.
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
indicated on the reverse side or FOR if no choice is indicated.
(over)
885
Oppenheimer Enterprise Fund Proxy for Shareholders Meeting to
Class B Shares be held _________, 1996
Your shareholder Your prompt response can save your
vote is important! 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.
Please detach at perforation before mailing.
(OVER)
1. Election of Trustees
____ For all nominees listed _____ Withhold authority
except as marked to the vote for all nominees
contrary at left. listed at left.
B. Macaskill R. Galli L. Levy B. Lipstein
(A) (B) (C) (D)
E. Moynihan K. Randall E. Regan R. Reynolds S. Robbins
(E) (F) (G) (H) (I)
D. Spiro P. Trigere C. Yeutter
(J) (K) (L)
Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.
2. Ratification of selection of KPMG Peat Marwick LLP as independent
auditors (Proposal No. 1)
For ____ Against ____ Abstain ____
3. Approval of proposed Investment Advisory Agreement (Proposal No. 2)
For ____ Against ____ Abstain ____
4. Approval of proposed Class B 12b-1 Distribution and Service Plan
(Proposal No. 4)
For ____ Against ____ Abstain ____
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.
Dated: ______________________, 1996
(Month) (Day)
____ ______________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this ballot.
886
Oppenheimer Enterprise Fund Proxy for Shareholders Meeting to
Class C Shares be held ________, 1996
Your shareholder Your prompt response can save your
vote is important! 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.
Please detach at perforation before mailing.
Oppenheimer Enterprise Fund - Class C Shares
Proxy For Shareholders Meeting to be held ________, 1996
The undersigned shareholder of Oppenheimer Enterprise 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 _________, 1996, at 3410
South Galena Street, Denver, Colorado 80231 at 10:00 A.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. Said
attorneys-in-fact shall vote in accordance with their best judgment as to
any other matter.
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
indicated on the reverse side or FOR if no choice is indicated.
(over)
Oppenheimer Enterprise Fund Proxy for Shareholders Meeting to
Class C Shares be held _________, 1996
Your shareholder Your prompt response can save your
vote is important! 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.
Pease detach at perforation before mailing.
(OVER)
1. Election of Trustees
____ For all nominees listed _____ Withhold authority
except as marked to the vote for all nominees
contrary at left. listed at left.
B. Macaskill R. Galli L. Levy B. Lipstein
(A) (B) (C) (D)
E. Moynihan K. Randall E. Regan R. Reynolds S. Robbins
(E) (F) (G) (H) (I)
D. Spiro P. Trigere C. Yeutter
(J) (K) (L)
Instruction: To withhold authority to vote for any individual nominee,
line out that nominee's name at left.
2. Ratification of selection of KPMG Peat Marwick LLP as independent
auditors (Proposal No. 1)
For ____ Against ____ Abstain ____
3. Approval of proposed Investment Advisory Agreement (Proposal No. 2)
For ____ Against ____ Abstain ____
4. Approval of proposed Class C 12b-1 Distribution and Service Plan
(Proposal No. 5)
For ____ Against ____ Abstain ____
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.
Dated: ______________________, 1996
(Month) (Day)
____ ______________________
Signature(s)
____________________________
Signature(s)
Please read both sides of this ballot.
887