Oppenheimer World Bond Fund – ‘DEF 14A’ for 10/31/97

As of:  Thursday, 1/8/98   ·   For:  10/31/97   ·   Accession #:  841057-98-1   ·   File #:  811-05670

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Definitive Proxy Solicitation Material   —   Schedule 14A
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Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Oppenheimer World Bond Fund Proxy                     66±   256K 

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DEF 14A
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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:                                                      

/   /   Preliminary proxy statement                                             

/ x /   Definitive proxy statement                                              

/   /   Definitive additional materials                                         

/   /   Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12           

OPPENHEIMER WORLD BOND FUND                                                     
------------------------------------------------------------                    
(Name of Registrant as Specified in Its Charter)                                

OPPENHEIMER WORLD BOND FUND                                                     
------------------------------------------------------------                    
(Name of Person(s) Filing Proxy Statement)                                      

Payment of filing fee (Check the appropriate box):                              

/   /   $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                                                       

(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:                                                               

--------------------                                                            
1 - Set forth the amount on which the filing fee is calculated  and state how it
was determined.                                                                 

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Oppenheimer World Bond Fund                                                     

                                January 16, 1997

Dear World Bond Fund Shareholder:                                               

 We have  scheduled  a  shareholder  meeting on April 16, 1998 for you to decide
upon some  important  proposals  for the Fund.  Your  ballot card and a detailed
statement of the issues are enclosed with this letter.                          

 Your Board of Trustees  believes the matters being proposed for approval are in
the best interests of the Fund and its  shareholders and recommends a vote "for"
each Proposal.  Regardless of the number of shares you own, it is important that
your shares be  represented  and voted.  So we urge you to consider these issues
carefully and to make your vote count.                                          

How do you vote?                                                                

 To vote,  simply  complete  the ballot by marking  your  choices,  sign it, and
return it in the postage-paid  envelope provided.  Remember, it can be expensive
for the Fund -- a portion of which is owned by you as a shareholder -- to remail
ballots if not enough responses are received to conduct the meeting.            

What are the issues?                                                            

 You are being asked to consider and approve a proposal to convert the Fund from
a closed-end  to an open-end  investment  company.  By converting to an open-end
fund, shareholders will have the ongoing right to redeem their shares at a price
based  on the net  asset  value of the  shares  rather  than a price  set in the
market.  This would  eliminate the current market discount from net asset value.
If the  proposal  to  convert  the  Fund  described  in the  accompanying  proxy
statement  is not  approved,  the Fund will  continue  operating as a closed-end
fund.  Neither the Fund not its  shareholders  will  realize any capital gain or
loss for tax purposes if the Fund is converted to an open-end fund.             

 Your Board of Trustees believes that the interests of the shareholders are best
served by converting the Fund to an open-end fund and allowing  shareholders  to
invest in a vehicle that closely resembles their original investment. You should
note that, as described in the Proxy  Statement,  the expenses of the Fund as an
open-end company would be higher than they have been for a closed-end company.  

 In addition,  you are being asked to consider and approve changes to certain of
the Fund's fundamental  investment  policies to allow it to better operate as an
open-end  mutual  fund.  You are also being asked to consider  and approve a new
Investment  Advisory  Agreement with  OppenheimerFunds,  Inc.  ("OFI") and a new
Service Plan and Agreement with OppenheimerFunds Distributor, Inc., a subsidiary
of OFI. The new  Investment  Advisory  Agreement will increase the advisory fees
paid by the Fund at current  asset  levels.  If these  agreements  and the other
proposals presented are approved and the conversion is implemented, shareholders
will have the advantages of being part of the  Oppenheimer  funds family.  These
advantages  include the ability to exchange shares of the Fund for shares of any
of over 35  Oppenheimer  funds  without  paying  a sales  charge.  The  Board of
Trustees of the Fund believes that the new  Agreements are in the best interests
of the Fund and the  shareholders.  Furthermore,  the  Board  is  asking  you to
consider and approve the restatement and amendment of the Fund's  Declaration of
Trust,  to ratify the section of KPMG Peat Marwick as the  independent  auditors
for the Fund for the fiscal year beginning  November 1, 1997 and to elect eleven
Trustees of the Fund.                                                           

 Please  read  the  enclosed  proxy  statement  for  complete  details  on these
proposals.  Of course if you have any  questions,  please contact your financial
advisor or call us at 1-800-525-7048.                                           

 As always, we appreciate your confidence in OppenheimerFunds  and thank you for
allowing us to manage a portion of your investment assets.                      

  Sincerely,

                     [Bridget Macaskill signature]

Enclosures                                                                      

1   

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Two World Trade Center, New York, New York 10048-0203   

Notice Of Special Meeting Of Shareholders   
To Be Held April 16, 1998   

To The Shareholders of Oppenheimer World Bond Fund:                             

    Notice is hereby  given that a special  meeting of the  holders of shares of
Oppenheimer  World Bond Fund (the "Fund") will be held at 6803 South Tucson Way,
Englewood,  Colorado  80112 on April 16, 1998, at 10:00 a.m.  Mountain  Standard
Time, or any adjournments thereof (the "Meeting"), for the following purposes:  

 1.   To approve a proposal  to change  the Fund's  subclassification  under the
      Investment  Company Act of 1940 from a  closed-end  management  investment
  company to an open-end management investment company (Proposal No. 1);

 2.   To  approve  changes  to  certain  of the  Fund's  fundamental  investment
policies including its investment objectives (Proposal No. 2);      

      3.          To approve the new Investment  Advisory  Agreement between the
                  Fund and OppenheimerFunds,  Inc. (the  "Adviser")(Proposal No.
3);                                         

 4.   To  approve  a  new  Service  Plan  and  Agreement  with  OppenheimerFunds
Distributor, Inc. with respect to Class A shares (Proposal No. 4);  

 5. To approve an Amendment and  Restatement of the Fund's  Declaration of Trust
(Proposal No. 5);                                                               

 6.   To ratify  the  selection  of KPMG  Peat  Marwick  LLP as the  independent
      auditors  of the Fund for the  fiscal  year  commencing  November  1, 1997
(Proposal                                                           
No. 6);                                                             

 7.   To  elect  eleven  Trustees  to hold  office  until  the next  meeting  of
      shareholders  called for the purpose of electing  Trustees and until their
successor are elected and shall qualify;                            

8. To act upon such other matters as may properly come before the meeting or any
adjournment or adjournments thereof.                                            

Shareholders of record at the close of business on January 6, 1998, are entitled
to  notice of and 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 its  nominees as Trustee and in favor of the  Proposals.  WE URGE YOU TO
SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.                                

By Order of the Board of Trustees,                                              

Andrew J. Donohue, Secretary                                                    
January 16, 1998                                                                
-----------------------------------------------------------------               
Shareholders  who do not expect to attend the Meeting are  requested to indicate
voting instructions on the enclosed proxy and to date, sign and return it in the
accompanying  postage-paid  envelope. To avoid unnecessary expense and duplicate
mailings,  we ask your  cooperation in promptly mailing your proxy no matter how
large or small your holdings may be.                                            

-2-   

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OPPENHEIMER WORLD BOND FUND 

Two World Trade Center, New York, New York 10048-0203   

PROXY STATEMENT   

Special Meeting Of Shareholders   
To Be Held April 16, 1998   

This Proxy Statement is furnished to the shareholders of Oppenheimer  World Bond
Fund (the "Fund") in  connection  with the  solicitation  by the Fund's Board of
Trustees of proxies to be used                                                  
at a Special  Meeting  of  Shareholders  to be held at 6803  South  Tucson  Way,
Englewood, Colorado 80112, at 10:00 A.M., Denver time, on April 16, 1998, or any
adjournments  thereof (the  "Meeting").  It is expected  that the mailing of the
Proxy  Statement  will be made on or about January 16, 1998.  For a free copy of
the annual report  covering the operations of the Fund for the fiscal year ended
October 31, 1997, call Shareholder Financial Services, Inc., the Fund's transfer
agent, at 1-800-647-7374.                                                       

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 Proposals unless
a choice is indicated to vote against or to abstain from voting on a            
Proposal.  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.  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 in the same
proportion as that  broker-dealer  votes street  account shares for which voting
instructions were timely received ("broker  non-votes").  Abstentions and broker
non-votes will be counted for purposes of determining a quorum and will have the
same effect as a vote against a proposal.  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,                 
Suite 3400, 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 the  preparation  and  distribution  of these proxy  materials is an
expense of the Fund. In addition to the solicitation of proxies by mail, proxies
may be  solicited  personally  or by  telephone  by officers or employees of the
Fund's  current  transfer  agent,   Shareholder  Financial  Services,   Inc.  (a
subsidiary of  OppenheimerFunds,  Inc., the Fund's  investment  adviser),  or by
officers or employees of the Fund's investment adviser; any expenses so incurred
will  also be borne  by the  Fund.  Proxies  may  also be  solicited  by a proxy
solicitation firm hired at the Fund's expense for such purpose.  Brokers,  banks
and other fiduciaries may be required to forward  soliciting  materials 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 January 6, 1998, the record date,
there were 6,615,505  shares of the Fund issued and  outstanding.  All shares of
the Fund have equal  voting  rights as to the election of Trustees and as to the
proposals  described herein,  and the holders of shares are entitled to one vote
for each share (and a fractional vote for a fractional  share) held of record at
the close of business on the record date. As of the record date, the only person
know by the  management of the Fund to own or be the  beneficial  owner of 5% or
more of the outstanding shares of the Fund was Paine Webber  Incorporated,  1000
Harbor Boulevard,  6th Floor, Union City, New Jersey 07087-6727,  which owned of
record  1,567,359  shares  (23.69% of the shares) and Smith  Barney,  Inc.,  388
Greenwich Street, 30th Floor, New York, New York 10013-2375, which owned 452,306
shares (6.84% of the shares)                                                    

APPROVAL OF A CHANGE IN THE FUND'S SUB CLASSIFICATION   
UNDER THE INVESTMENT COMPANY ACT OF 1940 FROM A   
CLOSED-END MANAGEMENT INVESTMENT COMPANY TO AN OPEN-END   
MANAGEMENT INVESTMENT COMPANY   
(Proposal No. 1)  

BACKGROUND OF THE PROPOSAL                                                      

  For the reasons set forth in detail below,  the Board of Trustees of the Fund,
at a meeting held on October 9, 1997, considered the alternatives and determined
that it was in the best interests of the  shareholders to convert the Fund to an
open-end   fund.   Accordingly,   the  Board  approved  the  submission  to  the
shareholders  of a proposal  to convert  the Fund from a  closed-end  investment
company to an open-end investment company (the "Conversion").                   

  In connection with the  Conversion,  the Trustees also considered and approved
an amendment of the Fund's  sub-classification  under the Investment Company Act
of 1940 (the  "Act")  from a closed-  end  management  investment  company to an
open-end management  investment company and the amendment and restatement of the
Fund's  Declaration  of  Trust to  provide  for such  Conversion.  The  Board of
Trustees  also  considered  and approved new  contractual  arrangements  for the
management and distribution of the Fund as an open-end investment company.  Each
of the foregoing is subject to approval by the shareholders.                    

  If the  Fund  is  converted  to an  open-end  management  investment  company,
shareholders  will have the right to redeem their shares at a price based on the
net  asset  value  of the  shares  rather  than  a  price  set  in  the  market.
Shareholders also will have the ability to purchase additional shares at a price
based on the net asset value of the shares plus any applicable sales charge. All
of the  Proposals  must be approved by the  requisite  shareholder  vote for the
Conversion  to  be  implemented.  If  each  Proposal  is  not  approved  by  the
shareholders, the Fund will continue as a closed-end investment company.        

EVALUATION BY THE BOARD OF TRUSTEES                                             

  In making its  determination to recommend the Conversion to the  shareholders,
the  Board  of  Trustees  considered,  among  other  things:  (i) the  principal
differences between a closed-end fund and an open-end fund (as discussed herein)
and the  relative  advantages  and  disadvantages  of each;  and  (ii)  that the
conversion   would  allow  the   shareholders  the  ability  to  continue  their
investments in a vehicle that closely resembles what they were seeking when they
invested in the Fund.  In  addition,  the Board  considered  the  capability  of
OppenheimerFunds,  Inc. ("OFI") to continue to act as investment adviser for the
Fund. The Board also considered the capability of OppenheimerFunds  Distributor,
Inc.  (the  "Distributor"),  an  affiliate  of  OFI,  to  engage  in an  ongoing
distribution of Fund shares if Proposal No. 4 is approved.                      

  For the  reasons  set forth in this  Proxy  Statement,  the Board of  Trustees
concluded that it was in the best interests of the  shareholders  to convert the
Fund into an open-end investment company.                                       

DIFFERENCES BETWEEN FUND OPERATIONS   
AS AN OPEN-END AND CLOSED-END INVESTMENT COMPANY  

     The Fund is currently  registered as a "closed-end"  management  investment
company under the Act.  Closed-end  investment  companies  neither  redeem their
outstanding   shares  nor  generally  engage  in  the  continuous  sale  of  new
securities, and thus operate with a relatively fixed capitalization.  The shares
of  closed-end  investment  companies  are normally  bought and sold on national
securities  exchanges.  The Fund's shares are  currently  traded on The New York
Stock Exchange,  Inc. ("NYSE" under the symbol "OWB"). The Fund's shares will be
delisted from the NYSE upon effectiveness of the registration statement pursuant
to which the Fund offers its shares as an open-end investment company.          

  In contrast, open-end management investment companies, commonly referred to as
"mutual  funds,"  issue  redeemable   securities.   The  holders  of  redeemable
securities have the right to surrender  those  securities to the mutual fund and
obtain in return their proportionate share of the value of the fund's net assets
(less any  redemption  fee or deferred  sales  charge  charged by the fund).  No
redemption  fees or deferred sales charges will be applicable to the outstanding
shares of the Fund  received  as a part of the  conversion.  Many  mutual  funds
(including the Fund, if the proposed  Conversion is effected) also  continuously
issue new  shares to  investors  through  the fund's  distributor  at the public
offering price at the time of such issuance.                                    

  Some of the legal and practical  differences between operations of the Fund as
a closed-end and an open-end investment company are as follows:                 

o  ACQUISITION  AND  DISPOSITION  OF SHARES.  If the Fund is  converted  into an
open-end investment  company,  the Fund's shares will no longer be listed on the
NYSE and  investors  wishing  to  acquire  shares  of the Fund  would be able to
purchase them from the Distributor or any broker-dealer or financial institution
that has a sales  agreement with the  Distributor  at the public  offering price
(net asset value plus any  applicable  sales charge).  Shareholders  desiring to
realize the value of their  shares  would be able to do so by  exercising  their
right to have such shares  redeemed by the Fund at the next  determined  current
net asset value.  The Fund's net asset value per share is calculated by dividing
(i) the  value of its  portfolio  securities  plus all  cash  and  other  assets
(including  accrued interest and dividends  received but not collected) less all
liabilities  (including  accrued  expenses)  by (ii) the  number of  outstanding
shares of the Fund. The Securities and Exchange Commission (the "SEC") generally
requires  open-end  investment  companies to value their assets on each business
day in order to  determine  the  current  net asset  value on the basis of which
their shares may be redeemed by  shareholders  or purchased by investors.  It is
anticipated  that the net  asset  value of the  Fund may be  published  daily by
leading financial publications.                                                 

o  ELIMINATION  OF  DISCOUNT.  Converting  the Fund into an  open-end  fund will
eliminate  immediately  any  market  discount  from  net  asset  value.  If  the
Conversion is approved by the  shareholders,  the market discount may be reduced
or the  shares  may trade at a premium  prior to the date of any  conversion  to
open-end  status to the extent  investors are purchase shares in the open market
in anticipation of a prospective open-ending or in order to avoid the payment of
sales charges which will be in effect after the Conversion.                     

o PORTFOLIO MANAGEMENT. Because a closed-end investment company does not have to
redeem  its  shares,  it may  keep all of its  assets  fully  invested  and make
investment decisions without having to adjust for cash inflows and outflows from
continuing sales and redemptions of its shares. In contrast,  open-end funds may
be subject to pressure to sell portfolio securities at disadvantageous  times or
prices to satisfy such redemption requests.  OppenheimerFunds,  Inc., the Fund's
Adviser,  believes  that  the  Fund  should  have no  difficulty  in  satisfying
redemption  requests or in otherwise  operating as an open-end  fund. The Fund's
current primary investment  objective is high current income consistent with the
preservation of capital and its secondary objective is capital appreciation. The
Board is  recommending  that  shareholders  of the Fund  approve a change to the
Fund's  investment  objective  to be a primary  investment  objective of seeking
total  return,  with a secondary  investment  objective  of seeking  income when
consistent  with total return.  That proposed  change is more fully described in
Proposal No. 2 below. If the Conversion and the other Proposals presented at the
meeting are approved, the Trustees do not believe that converting the Fund to an
open-end fund will adversely affect investment performance.                     

o EXPENSES;  POTENTIAL NET REDEMPTIONS.  If the Fund is converted to an open-end
fund, the shares will become Class A shares and will bear their  allocable share
of the Fund's expenses. Open-end                                                

funds are generally  more expensive to operate and  administer  than  closed-end
funds and it is expected that the Fund's expense ratio will be higher than it is
currently.  Please  refer to the  comparative  expense  information  below for a
comparison of the expenses of the Fund as an open-end as opposed to a closed-end
fund.  The  higher  expenses  of the Fund as an  open-end  fund may  reduce  the
distributions  paid by the Fund.  Expenses of operation as an open-end  fund not
currently borne by the Fund include the costs  associated with the  distribution
of the Fund's  shares (see Proposal No. 4 regarding  approval of a  Distribution
and Service Plan and Agreement),  higher transfer agency expenses.  In addition,
the  Fund  might  be  required  to sell  portfolio  securities  in order to meet
redemptions,  thereby resulting in realization of gains (or losses).  The Fund's
expense ratio could be adversely affected by significant net redemptions. In the
unlikely event                                                                  

the  Fund's  asset base is reduced to such a small size as to render the Fund no
longer economically viable, the Board might consider  alternatives to continuing
the  Fund's  operations,  including  merging  the Fund with  another  investment
company  or  liquidating  the  Fund.  o STATE  REGISTRATION  REQUIREMENTS.  As a
closed-end fund listed on the NYSE, the Fund does not currently bear the expense
of  registering  the  sale of its  shares  with  state  securities  commissions.
However,  as a result of  open-ending  and making a  continuous  offering of its
shares,  the Fund will be required to register the sale of its shares with state
securities commissions and will incur the costs related to such registration.   

o  COMPARATIVE  EXPENSE  INFORMATION.  Set forth below are tables  that  compare
current and pro forma  expenses based on assets and expenses for the fiscal year
ended October 31, 1997.  The pro forma fees and expenses are those  estimated to
be incurred if the Fund is converted to an open-end fund and the new  Investment
Advisory Agreement and 12b-1 plans become effective or are implemented.         

SUMMARY OF FUND EXPENSES                                                        

 Below is a summary  of the  expenses  which were  incurred  by the Fund for the
fiscal  year ended  October 31,  1997 while the Fund  operated  as a  closed-end
investment company                                                              

SHAREHOLDER TRANSACTION EXPENSES                                                

Maximum Sales Load Imposed on                                                   
Purchases (as a % of offering price)                              None          
Maximum Deferred Sales Load*                                      None          
Maximum Sales Load Imposed on Reinvested Dividends                None          
Redemption Fee                                                    None          
Exchange Fee                                                      N/A           

------------------------                                                        
* Purchases and sales made on the NYSE are subject to brokerage commissions.  
Customarily,  these are approximately 1% but may be less or more than 1%      
depending on the size of the  transaction,  the broker  selected and other    
factors.                                                                      

ANNUAL  FUND  OPERATING  EXPENSES  AS OF October 31, 1997 (AS A % OF AVERAGE NET
ASSETS)                                                                         

Management Fee                            0.65%                                 
12b-1 Fee                                 none                                  
Other Expenses                            0.53%                                 

Total Fund Operating Expenses             1.18%                                 

PRO FORMA SUMMARY OF FUND EXPENSES                                              

  The following table summarizes the expenses  expected to have been incurred if
the Fund  operated as an open-end fund during the last fiscal year ended October
31, 1997 (with $55 million of assets) under the new investment  advisory,  12b-1
plans and other  agreements  and the new capital  structure of three  classes of
shares: Class A with a front-end sales load and Class B and Class C sold without
a  front-end   sales  load  but  with   different   contingent   deferred  sales
arrangements.                                                                   

Shareholder Transaction Expenses                                                

                              Class A           Class B              Class C
                             Shares            Shares               Shares

Maximum Sales Charge            4.75%(1)          None                 None     
on Purchases (as a % of                                                         
offering price)                                                                 

Maximum                                                                         
Deferred Sales                  None(2)           5% in the   1% if             
Charge (as a %                                    first year  shares            
of the lower                                      declining            are      
of the original                                   to 1% in             redeemed 
purchase price                                    the sixth            within 12
or redemption                                     year and             months of
proceeds)                                         eliminated           purchase 
                              thereafter
Maximum                                                                         
Sales Charge on                 None              None                 None     
Reinvested Dividends                                                            

Exchange Fee                    None              None                 None     

------------------------                                                        
(1) Shareholders  will not pay a sales charge in connection with the Conversion.
The sales charge will be applicable  to  additional  purchases of Class A shares
subsequent to the Conversion.                                                   

(2) Purchases of Class A shares made after the Conversion of $1 million or      
more($500,000  or more for purchases by certain  Retirement  Plans),  in Class A
shares,  may be subject to a sales  charge of up to 1% if those  shares are sold
within 12 calendar  months from the end of the calendar  month during which they
were purchased.                                                                 

ESTIMATED  ANNUAL  FUND  OPERATING  EXPENSES  AS OF October  31, 1997 (AS A % OF
AVERAGE NET ASSETS)                                                             

                     Class A           Class B     Class C
                             Shares            Shares               Shares

Management Fee                  0.75%             0.75%                0.75%    
12b-1 Fee(1)                    0.25%             1.00%                1.00%    
Other Expenses                  0.33%             0.33%                0.33%    
Total Fund Operating                                                            
Expenses                        1.33%             2.08%                2.08%    

------------------------                                                        
(1) The  numbers  in the chart  above are based  upon  estimates  of the  Fund's
expenses it would have  incurred as an open-end  investment  company in its last
fiscal year ended  October 31,  1997.  The 12b-1  Service  Plan Fees for Class A
shares are service fees (the  maximum fee is 0.25% of average  annual net assets
of that  class).  For  Class B and Class C shares,  the 12b-1  Distribution  and
Service Plan Fees are the service fees (the maximum fee is 0.25%) and the annual
asset-based sales charges of 0.75%. The actual expenses for each class of shares
in future years may be more or less than the numbers in the chart,  depending on
a number of factors,  including changes in the actual value of the Fund's assets
represented by each class of shares.                                            

EXAMPLES                                                                        
To try to show the effect of these expenses on an investment  over time, we have
created the  hypothetical  examples  shown below.  Assume that you make a $1,000
investment in each class of shares of the Fund, that the Fund's annual return is
5%,  and that its  operating  expenses  for each class are the ones shown in the
Annual Fund Operating Expenses table above.                                     

CURRENT                                                                         

Under the Fund's current organization as a closed-end mutual fund, you would pay
the following expenses over the indicated periods in the Fund.                  

1 Year                 $ 12                                                     
3 Years                $ 37                                                     
5 Years                $ 65                                                     
10 Years               $143                                                     

PRO FORMA                                                                       

The pro forma  information is the expected  business expenses of the Oppenheimer
World Bond Fund as an open-end  investment  company  after giving  effect to the
reorganization.  All amounts  shown are a percentage of net assets of each class
of each of the funds.                                                           

If you were to redeem your shares at the end of each period  shown  below,  your
investment  would  incur  the  following  expenses  by the end of 1, 3, 5 and 10
years:                                                                          

A                   B                 C                 

1 Year      $ 60                $ 71              $ 31                          
3 Years     $ 88                $ 95              $ 65                          
5 Years     $117                $132              $112                          
10 Years    $200                $204              $241                          

If you did not redeem your investment, it would incur the following expenses:   

A                   B                 C                 

1 Year      $ 60                $ 21              $ 21                          
3 Years     $ 88                $ 65              $ 65                          
5 Years     $117                $112              $112                          
10 Years    $200                $204              $241                          

* In the first  example,  expenses  include the Class A initial sales charge and
the  applicable  Class B or Class C contingent  deferred  sales  charge.  In the
second example,  Class A expenses include the initial sales charge,  but Class B
and Class C expenses do not include contingent deferred sales charges. The Class
B expenses in years 7 through 10 are based on the Class A expenses  shown above,
because the Fund automatically  converts your Class B shares into Class A shares
after 6 years.  Because  of the  asset-based  sales  charge  and the  contingent
deferred sales charge on Class B and Class C shares, long term Class B and Class
C  shareholders  could pay the  economic  equivalent  of more  than the  maximum
front-end  sales  charge  allowed  under  applicable  regulations.  For  Class B
shareholders,  the  automatic  conversion of Class B shares to Class A shares is
designed to minimize the likelihood that this will occur.                       

The Examples Should Not Be Considered  Indications of past or Future Expenses or
Performance and Actual Expenses or Performance May Vary from Those Shown.       

o VOTING RIGHTS.  If the Conversion  and the other  Proposals  presented at this
meeting are  approved,  there will be three classes of shares of Common Stock of
the Fund. The current shares will become Class A shares and, in addition,  Class
B and Class C shares  will be  created.  Each share has one vote at  shareholder
meetings,  with  fractional  shares  voting  proportionally.  Only  shares  of a
particular  class  vote as a class on matters  that  affect  that  class  alone.
Opportunities  to vote may become less frequent if the Fund converts to open-end
status because the Fund will not hold shareholder meetings unless required to do
so by the Act.  Massachusetts law provides that registered  investment companies
are not  required to hold annual  shareholders'  meetings as long as there is no
requirement under the Act which must be met by convening shareholders' meetings.
The  Fund has been  required  to hold an  annual  shareholders'  meeting  by the
regulations  of the NYSE but if the  Conversion  is approved,  the Fund's shares
will be delisted and the Fund will not hold annual meetings in any year in which
it is not required by the Act to do so.                                         

      By not having to hold annual shareholder meetings, the Fund would save the
costs of preparing  proxy  materials and soliciting  shareholders'  votes on the
usual proposals contained therein. Based on the number of outstanding shares and
shareholders  as of the record date,  such costs would  aggregate  approximately
$4,670 per year. Under the Act, the Fund would be required to hold a shareholder
meeting if the number of Trustees elected by the  shareholders  were less than a
majority  of the total  number of  Trustees,  or if a change  were sought in the
fundamental  investment  policies of the Fund or the Fund's status (such as, for
example, a change from open-end to closed-end status), among other things.      

o DIVIDEND REINVESTMENT PLAN. Current shareholders may participate in the Fund's
current Dividend Reinvestment Plan. Under the Fund's Plan, Shareholder Financial
Services,  Inc., as Plan Agent,  pools dividends payable to shareholders who are
participants in the Plan,  purchases  shares on the open market on behalf of the
Plan  and then  allocates  shares  and a  proportionate  share of the  brokerage
commissions to each participant.  If the proposals presented at this meeting are
approved,  shareholders  would have the  opportunity  to reinvest  dividends and
capital gains distributions in shares of the Fund, at net asset value.          

o SHAREHOLDER  SERVICES.  If the Fund is converted  into an open-end  investment
company, the same services will be made available to shareholders of the Fund as
are available to shareholders of each of the open-end  Oppenheimer  funds.  Such
services include: (1) an automatic purchasing plan, (2) a systematic  withdrawal
plan,  (3) an  Exchange  Privilege  which  allows  shareholders  of the  Fund to
exchange their shares for shares of certain other  Oppenheimer funds and (4) the
ability to effect various  transactions by telephone  including by Phone Link, a
24-hour automated telephone system.                                             

o  DISTRIBUTION  PLANS.  An open-end  investment  company,  unlike a  closed-end
investment  company,  is permitted to reimburse the Distributor for a portion of
its costs incurred in connection  with the personal  service and the maintenance
of  shareholder  accounts  by adopting a plan of  distribution  pursuant to Rule
12b-1 under the Act.                                                            

If the Fund is  converted  to a mutual fund and if Proposal No. 4 is approved by
shareholders, the Fund will adopt a Service Plan pursuant to Rule 12b-1 in order
to compensate the  Distributor for services  provided and activities  undertaken
for the  personal  service and the  maintenance  of  shareholder  accounts.  See
Proposal No. 4 below.                                                           

o MINIMUM INVESTMENT AND INVOLUNTARY REDEMPTIONS. If the Fund is converted to an
open-end  fund,  it will  adopt  requirements  for future  shareholders  that an
initial  investment in Fund shares must be in a specified  minimum  amounts,  in
order to reduce the administrative burdens incurred in monitoring numerous small
accounts.  Additionally,  any subsequent investments by all shareholders must be
in specified minimum amounts. The Fund expects that the minimum initial purchase
for future  shareholders  will be $1,000 ($25 if the  account is opened  through
certain  plans,  or for  pension  and  profit-sharing  plans  and  IRAs,  $250).
Additional  investments  may be made in the amount of $25 or  greater.  The Fund
reserves the right to redeem,  upon notice and at net asset value, the shares of
any  shareholder,  other than a shareholder  that hold shares in an IRA or other
tax-deferred  retirement  plan, whose shares have a value of less than $200 as a
result of  redemptions or  repurchases,  or such other amount as may be fixed by
the Board of Trustees.  The Fund will notify such  shareholder that the value of
his or her shares is less than the applicable  amount and allow the  shareholder
to make additional investments in an amount which will increase the value of the
account to at least the applicable amount before the redemption.                

o QUALIFICATION AS A REGULATED  INVESTMENT COMPANY. The Fund intends to continue
to qualify for  treatment as a regulated  investment  company under the Internal
Revenue Code of 1986,  as amended (the  "Code"),  after  conversion  to open-end
status,  so that it will  continue to be relieved of federal  income tax on that
part of its  investment  company  taxable  income and net  capital  gain that is
distributed to its shareholders.                                                

CONVERSION TO AN OPEN-END INVESTMENT COMPANY                                    

  If the  Conversion  and the other  Proposals  presented  at this  meeting  are
approved,  the Board will take such other actions as are necessary to effect the
Conversion. The Conversion of the Fund to an open-end investment company will be
accomplished  by: (i) the filing of an Amendment and  Restatement of Declaration
of  Trust  for the Fund  with the  Secretary  of  State of the  Commonwealth  of
Massachusetts;  (ii) changing the Fund's  subclassification under the Act from a
closed-end  management  investment company to an open-end management  investment
company;  and (iii) the filing of a registration  statement under the Securities
Act of 1933,  as  amended,  and the Act with the SEC.  It is  expected  that the
registration  statement  will be filed  before the date of the  meeting and will
become effective on the date of the Conversion.                                 

  Although  management  will use all  practicable  measures  to keep  costs at a
minimum, certain costs will be incurred, many of which will be non-recurring, in
connection with the Conversion,  including costs  associated with the seeking of
necessary  government   clearances,   the  preparation  of  a  proxy  statement,
registration  statement and  prospectus as required by federal  securities  laws
(including  printing,  mailing  and legal  costs) and the  payment of  necessary
filing fees under the securities laws of various states.                        

  Neither the Fund nor its  shareholders is expected to realize any gain or loss
for  federal  income  tax  purposes  as a  result  of the  Conversion.  However,
shareholders  will recognize a gain or loss if they later redeem their shares to
the  extent  that  the  redemption  proceeds  are  greater  or  lesser  than the
respective  adjusted tax basis of their shares.  Payment for any such redemption
generally  will be made within seven days after receipt of a proper  request for
redemption  (in  accordance   with  redemption   procedures   specified  in  the
prospectus).  Such payment may be postponed or the right of redemption suspended
under unusual  circumstances  that affect the ability to value the securities in
the Fund's  portfolio or when an emergency  makes it not reasonably  practicable
for the Fund to dispose of portfolio securities or fairly to determine the value
of its net assets.  If the proposal to open-end the Fund and the other proposals
presented at this meeting are not  approved by the  shareholders,  the Fund will
continue to act as a closed-end investment company.                             

VOTE REQUIRED                                                                   

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 Agreement;  the classes do not vote separately.  Such "majority"
vote is defined in the Investment  Company Act as the vote of the holders of the
lesser of: (i) 67% or more of the voting  securities  present or  represented by
proxy  at the  shareholder  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 this Proposal.                                     

APPROVAL OF CHANGES TO CERTAIN OF THE     
      FUND'S FUNDAMENTAL INVESTMENT POLICIES
      (Proposal No. 2)

The Adviser proposes that certain of the Fund's fundamental  investment policies
be changed, as described below, to give the Fund further investment flexibility.
An  investment  policy that has been  designated  as  "fundamental"  is one that
cannot be changed  without the requisite  shareholder  approval  described below
under "Vote  Required." Non- fundamental  investment  policies may be changed by
the Adviser in consultation  with and approval by the Board of Trustees  without
the expense and delay of seeking shareholder approval.                          

A vote in favor  of this  Proposal  shall  be a vote in  favor  of all  proposed
investment  policy  changes  described  in this  Proposal.  If  approved,  these
investment  policy  changes  will be  implemented  whether  or not  shareholders
approve converting the Fund to an open-end fund. If approved, the effective date
of this  Proposal  may be delayed  until the Fund's  registration  statement  is
updated to reflect these changes.                                               

At a meeting held  December  11, 1997 the Fund's Board of Trustees,  including a
majority of its independent Trustees,  determined that the best interests of the
Fund would be served by allowing the Fund greater investment flexibility, as set
forth in these  proposed  investment  policy  changes,  in response to market or
regulatory developments.                                                        

o Investment Objectives.  Currently,  the Fund's primary investment objective is
to seek high  current  income  consistent  with  preservation  of  capital.  Its
secondary objective is capital appreciation.                                    

The Adviser  recommends  that the Fund  change its  investment  objectives  to a
primary investment objective of seeking total return, and a secondary investment
objective of seeking income when consistent  with total return.  Total return is
the change in value of an investment in shares of a fund over time,  taking into
account changes in share price, from reinvested                                 

income and capital  appreciation.  As an open-end  global income fund,  the Fund
will  continue to invest  primarily  in  government  bonds,  both  domestic  and
foreign.                                                                        

The Adviser will distinguish the Fund from Oppenheimer International Bond       
Fund, which has the same investment  objective as that proposed for the Fund but
invests only in foreign bonds.  The Adviser will also  distinguish the Fund from
Oppenheimer  Strategic  Income Fund,  which seeks a high level of current income
and invests in corporate and government bonds, both domestic and foreign.       

oBorrowing.  As a matter of fundamental policy, the Fund currently may borrow up
to 10% of its  total  assets  and  invest  the  borrowed  funds.  After any such
borrowing,  as a matter of fundamental policy, the Fund's total assets, less its
liabilities  other  than  borrowings,  must be  equal  to at  least  300% of all
borrowings,  as required by the Investment  Company Act of 1940 (the "Investment
Company  Act").  In addition,  subject to the 10% limit,  the Fund may borrow to
finance  repurchases  and/or  tenders  of its  shares  and may also  borrow  for
temporary  purposes  in an amount  not  exceeding  5% of the value of the Fund's
total assets.  The Fund also has a fundamental  investment  restriction  that it
cannot  borrow,  except  in  conformity  with  the  restrictions  stated  in its
registration statement under "Borrowing".                                       

The Adviser  proposes  that these  various  borrowing  policies be deleted,  and
replaced with the maximum borrowing limit permitted under the Investment Company
Act. This new borrowing policy would also be a fundamental  policy,  as required
by sections 8(b)(1) and 13(a)(2) of the Investment  Company Act. This new policy
would read as follows:                                                          

      o The Fund may  borrow  money  from  banks  on an  unsecured  basis to buy
      securities,  and may borrow for  temporary,  emergency  purposes  or under
      other  unusual  circumstances,  subject  to the  limits  set  forth in the
Investment Company Act.                                             

The  Investment  Company Act  currently  requires that after any borrowing by an
open-end  fund,  the  fund's  total  assets,  less its  liabilities  other  than
borrowings,  must be  maintained  at  least  equal  to  300% of all  borrowings.
Interest on borrowed money is an expense the Fund would not otherwise  incur, so
that it may have  substantially  reduced net investment income during periods of
substantial  borrowings.  Any investment  gains made with the proceeds  obtained
from  borrowings in excess of interest paid on the borrowings will cause the net
income  per share or the net asset  value per share of the  Fund's  shares to be
greater than would  otherwise be the case. On the other hand, if the  investment
performance of the securities                                                   
purchased  fails to cover their cost to the Fund (including any interest paid on
the money borrowed),  then the net income per share or net asset value per share
of the Fund's shares will be less than would  otherwise have been the case. This
speculative factor is known as "leverage."                                      

Although such borrowings  would therefore  involve  additional risk to the Fund,
the Fund  will only  borrow  if such  additional  risk of loss of  principal  is
considered by the Adviser to be appropriate in relation to the Fund's investment
objectives.  The Adviser  will make this  determination  by  examining  both the
market for securities in which the Fund invests and interest rates in general to
ascertain that the climate is sufficiently stable to warrant borrowing.         

o Lending.  The Fund has a  fundamental  policy  that it cannot  lend  portfolio
securities (with certain  exceptions).  This current fundamental policy reads as
follows:                                                                        

o The Fund cannot make loans except through (a) the purchase of debt  securities
in accordance  with its investment  objectives and policies;  (b) the lending of
portfolio securities; or (c) the acquisition of securities subject to repurchase
agreements.                                                                     

The Adviser proposes that, for clarification, this fundamental investment policy
be deleted and replaced with a new fundamental investment policy that would read
as follows:                                                                     

o The Fund cannot make loans,  except that the Fund may purchase debt securities
and enter into repurchase agreements or when-issued, delayed delivery or similar
securities transactions, and may lend its portfolio securities.                 

o Joint  Securities  Trading  Account.  The  Fund  currently has  a  fundamental
investment policy that reads as follows:                                        

o The Fund  cannot  participate  on a joint or joint  and  several  basis in any
securities trading account.                                                     

The Adviser proposes that this restriction be removed. This restriction might be
interpreted  as  preventing  the Fund from  participating  in the joint  account
available to the other  Oppenheimer funds under an Exemptive Order issued by the
SEC.  This  joint  account  is  used  for  the  pooling  of  excess  cash of the
participating  Oppenheimer  funds  for  the  purchase  of  overnight  repurchase
agreements.  Each fund's liability on any repurchase  agreement purchased by the
joint account is limited to its interest in such repurchase agreement. The joint
account  provides a convenient and efficient way of  aggregating  what otherwise
would be the one or more  individual  transactions  for each fund  necessary  to
manage the daily uninvested cash balances of each fund.                         

oHedging.  The Fund has two related fundamental investment policies that pertain
to the use of hedging instruments, as follows:                                  

o The Fund cannot purchase  securities on margin,  except that the Fund may make
margin deposits in connection with any of the Hedging Instruments it may use.   

o The Fund cannot  pledge,  hypothecate,  mortgage  or  otherwise  encumber  its
assets,  except to secure  permitted  borrowings or for the escrow  arrangements
contemplated in connection with the use of Hedging Instruments.                 

The Adviser proposes that these two fundamental policies be amended to allow the
Fund to enter into escrow,  collateral and margin arrangements in connection not
only  with  its  hedging  instruments,  but  also  with  any  of  its  permitted
investments.                                                                    

These revised fundamental investment policies would read as follows:            

      o The Fund cannot  purchase  securities on margin;  however,  the Fund may
 make margin deposits in connection with any of its other investments.

      o The Fund cannot mortgage,  pledge or hypothecate the Fund's assets;  for
      purposes  of  this  policy  escrow,  collateral  and  margin  arrangements
      involved  with any of its  investments  are not  considered  to  involve a
mortgage, hypothecation or pledge.                                  

o  Commodities.  As a matter of fundamental  policy,  currently "The Fund cannot
invest in . . . (b) commodities or commodity contracts (except that the Fund may
purchase and sell Hedging Instruments whether or not they are considered to be a
commodity or commodity contract); . . ."                                        

This policy  prohibits  the Fund from trading in physical  commodities,  and the
Fund does not seek  permission  to trade  physical  commodities.  However,  this
investment  policy  could be read to  prohibit  the Fund from  buying or selling
options,  futures,  securities or other instruments backed by, or the investment
return  from which is linked to changes in the price of,  physical  commodities,
including  "commodity-linked"  notes  unless  they are hedging  instruments.  To
resolve any ambiguity as to whether the Fund may invest in those instruments.   

The Adviser proposes that this fundamental investment policy be deleted         
and replaced with a new policy that is also fundamental, as required by         
sections 8(b)(1) and 13(a)(2) of the Investment Company Act of 1940.  The       
new fundamental policy would read as follows:                                   

      o The Fund cannot  invest in physical  commodities  or physical  commodity
      contracts;  however,  the Fund may: (i) buy and sell  hedging  instruments
      permitted by any of its other investment  policies,  and (ii) buy and sell
      options,  futures,  securities  or other  instruments  backed  by,  or the
      investment  return  from  which is  linked  to  changes  in the  price of,
physical commodities.                                               

The use of  derivative  instruments  requires  special  skills and knowledge and
investment  techniques  that are  different  from what is  required  for  normal
portfolio management.  In some cases, the Fund may buy a call option , a futures
contract or a  commodity-linked  note for the purpose of increasing its exposure
in a particular market segment,  which may affect the Fund's net asset value per
share. Risks of commodity-linked  notes include risk of loss of principal,  risk
of loss of interest,  lack of a secondary market,  volatility of the instrument,
and counterparty risk.                                                          

Vote Required. Vote Required. An affirmative vote of the holders of a "majority"
(as defined in the Investment Company Act) of shares of the Fund is required for
approval of the new investment  objectives and policies.  The  requirements  for
such "majority" vote under the Investment  Company Act are described in Proposal
No.  1. The  Board of  Trustees  recommends  a vote in favor of  approving  this
Proposal.                                                                       

       APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
      (Proposal No. 3)

The Fund has a current Investment Advisory Agreement dated October 22, 1990 with
the Adviser (the  "Agreement")  which was most  recently  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
Adviser,  on December  11,  1997.  The  shareholders  of the Fund most  recently
approved the existing  Investment Advisory Agreement at a meeting held on May 5,
1997.  Shareholders  are now being  asked to approve a new  Investment  Advisory
Agreement  dated the date of the approval in connection  with the  conversion of
the Fund to an  open-ended  investment  company.  A copy of the new Agreement is
included in this Proxy  Statement as Exhibit A. The new Agreement  will increase
the  fees  paid  by the  Fund  at  current  asset  levels.  If  approved  by the
shareholders  at this meeting,  the new Agreement  will continue in effect until
December 31, 1999, and thereafter from year to year unless terminated,  but only
so long as such  continuance  is  approved  in  accordance  with the  Investment
Company Act.                                                                    

Description of the Current and Proposed  Investment  Advisory  Agreement.  Under
both the current and the new Agreements,  OppenheimerFunds, Inc. (the "Advisor")
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. Under
the current  Agreement,  the Fund pays the Adviser an advisory  fee computed and
paid  weekly at an annual rate of 0.65% of the net assets of the Fund at the end
of that week.  The Fund also pays the  Adviser an annual  fee of  $18,000,  plus
out-of-pocket  costs and expenses  reasonably  incurred,  for performing limited
accounting services for the Fund. During the fiscal year ended October 31, 1997,
the Fund paid the Adviser a fee of $359,532 under the Agreement. Under the new  

Agreement,  the Fund would pay the Advisor an advisory fee,  computed  daily and
payable monthly under the Agreement to the Manager,  based on the average annual
net assets of the Fund at the following  annual  rates:  0.75% of the first $200
million of average annual net assets;  0.72% of the next $200 million;  0.69% of
the next $200 million;  0.66% of the next $200  million;  0.60% of the next $200
million  and 0.58% of average  annual net  assets in excess of $1  billion.  The
Adviser  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.                                                                      

Both Agreements  requires the Adviser,  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 Adviser under the Agreements or by the  Distributor of
the Fund's shares are paid by the Fund. The Agreements list 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.                                                                     

Neither the current or the new Agreement  contains an expense  limitation.  Both
Agreements  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  Adviser  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 Agreements also permit the Adviser 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 Adviser 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 New  Agreement.  One of the duties of the  Adviser
under the Agreement is to arrange the portfolio  transactions  for the Fund. The
Agreement  contains  provisions  relating to the  employment  of  broker-dealers
("brokers")  to effect  the  Fund's  portfolio  transactions.  In doing so,  the
Adviser is authorized by the 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 Adviser 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.  Most
purchases  made by the Fund are principal  transactions  at net prices,  and the
Fund incurs little or no brokerage costs.                                       

Under the  Agreement,  the Adviser is authorized to select  brokers that provide
brokerage  and/or research  services for the Fund and/or the other accounts over
which the Adviser 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 Adviser that the commission
is fair and  reasonable  in relation to the  services  provided.  Subject to the
foregoing  considerations,  the Adviser may also consider sales of shares of the
Fund and other investment  companies managed by the Adviser or its affiliates as
a factor in the selection of brokers for the Fund's portfolio transactions.     

Description of Brokerage Practices.  Subject to the provisions of the Agreement,
and the  procedures  and rules  described  above,  allocations  of brokerage are
generally  made by the Adviser's  portfolio  traders based upon  recommendations
from the Adviser's portfolio managers. In certain instances,  portfolio managers
may directly place trades and allocate brokerage, also subject to the provisions
of the Agreement and the procedures and rules  described  above. In either case,
brokerage  is  allocated  under  the  supervision  of  the  Adviser's  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  Adviser  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.                             

Most purchases of money market  instruments  and debt  obligations are principal
transactions at net prices.  For those  transactions,  instead of using a broker
the Fund normally  deals  directly  with the selling or purchasing  principal or
market maker  unless it is  determined  that a better price or execution  can be
obtained by using a broker.  Purchases  of these  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.  The
Fund seeks to obtain prompt  execution of such orders at the most  favorable net
price.                                                                          

The research  services provided by a particular broker may be useful only to one
or more  of the  advisory  accounts  of the  Adviser  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 Adviser in a non-
research capacity (such as bookkeeping or other administrative functions),  then
only the percentage or component that provides  assistance to the Adviser in the
investment  decision-making process may be paid in commission dollars. The Board
of Trustees  permits the Adviser to use  concessions on fixed price offerings to
obtain research, in the same manner as is permitted for agency transactions. The
Board  also  permits  the  Adviser  to  use  stated   commissions  on  secondary
fixed-income  agency trades to obtain  research where the broker has represented
to the  Adviser  that:  (i)  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 Adviser,  by making  available  additional views for
consideration  and  comparisons,  and by enabling  the Adviser 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 Agreement or the
Distribution  and Service Plans described  below) annually  reviews  information
furnished by the Adviser 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 Adviser and the  Transfer  Agent.  Subject to the  authority of the Board of
Trustees, the Adviser is responsible for the day-to-day management of the Fund's
business,   pursuant  to  its  Investment  Advisory  Agreement  with  the  Fund.
Shareholder  Financial  Services,  Inc.  ("SFSI"),  a subsidiary of the Adviser,
currently  acts as  primary  transfer  agent,  shareholder  servicing  agent and
dividend paying agent for the Fund. Fees paid to SFSI are based on the number of
shareholder   accounts  and  the  number  of  shareholder   transactions,   plus
out-of-pocket  costs and expenses.  The Fund incurred  approximately  $15,011 in
expenses  for the fiscal year ended  October 31, 1997 for  services  provided by
SFSI. If the proposal to convert the Fund to an open-end  investment  company is
approved,  OppenheimerFunds  Services, a division of the Advisor will act as the
transfer  agent,  shareholder  servicing agent and dividend paying agent for the
Fund on an at cost basis.                                                       

The Adviser  (including a subsidiary)  currently manages  investment  companies,
including other  Oppenheimer  funds,  with assets of more than $75 billion as of
September  30,  1997,  and with more than 3 million  shareholder  accounts.  The
Adviser is a wholly-owned subsidiary of Oppenheimer Acquisition Corp. ("OAC"), a
holding  company  controlled  by  Massachusetts  Mutual Life  Insurance  Company
("MassMutual").  The Adviser,  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 Adviser on October
22, 1990.  As indicated  below,  the common stock of OAC is owned by (i) certain
officers  and/or  directors of the Adviser,  (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 September  30, 1997,
MassMutual  held (i) all of the 2,160,000  shares of Class A voting stock,  (ii)
827,181 shares of Class B voting stock,  and (iii)  1,441,473  shares of Class C
non-voting stock. This collectively  represented 88.6% of the outstanding common
stock and 95.3% of the  voting  power of OAC as of that date.  Certain  officers
and/or  directors of the Adviser  held (i) 406,728  shares of the Class B voting
stock,  representing  8.1% of the outstanding  common stock and 3% of the voting
power, and (ii) options  acquired  without cash payment which,  when they become
exercisable,  allow the  holders to  purchase  up to  607,342  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 Trustees of the
Fund.  Holders  of OAC Class B and Class C common  stock  may put  (sell)  their
shares and vested  options to OAC or  MassMutual  at a formula  price  (based on
earnings of the 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. From the period November 1, 1995 to September, 1997, the
only  transactions  by  persons  who serve as  Trustees  of the Fund were by Mr.
Galli,  who sold 40,000 shares of Class B OAC common stock to MassMutual  for an
aggregate of $4,808,867. Mr. Galli no longer holds any OAC stock or options     

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; Donald W. Spiro, Chairman Emeritus and a director; James
C. Swain, Vice Chairman; O. Leonard Darling,  Paula Gabriele,  Barbara Hennigar,
James Ruff, Loretta McCarthy and Nancy Sperte, Executive Vice Presidents; Andrew
J. Donohue, Executive Vice President,  General Counsel and a director; Robert C.
Doll, Jr., Executive Vice President and a director; Jeremy Griffiths,  Executive
Vice  President  and Chief  Financial  Officer;  George C.  Bowen,  Senior  Vice
President and Treasurer;  Peter M. Antos, Victor Babin, Robert A. Densen, Ronald
H.  Fielding,  Thomas W. Keefer,  Robert E.  Patterson,  Russell  Read,  Richard
Rubinstein,  Arthur Steinmetz,  Ralph Stellmacher,  John Stoma, Jerry A. Webman,
William L. Wilby,  Robert G. Zack and Arthur  Zimmer,  Senior  Vice  Presidents.
These officers are located at one of the four offices of the Adviser:  Two World
Trade Center,  New York, NY 10048;  6803 South Tucson Way,  Englewood,  Colorado
80112;  350 Linden Oaks,  Rochester,  NY 14625 and One Financial Plaza, 755 Main
Street, Hartford, CT 06103.                                                     

The Administrator. Mitchell Hutchins Asset Management Inc. (the "Administrator")
currently  serves as the  Fund's  Administrator  pursuant  to an  Administration
Agreement  between  the  Fund  and  the   Administrator.   The  address  of  the
Administrator,  an affiliate of Paine Webber Incorporated, is 1285 Avenue of the
Americas, New York, New York 10019. If the conversion of the Fund to an open-end
investment company and the new Investment  Advisory Agreement are approved,  the
Fund will no longer need the  services of the  Administrator  and the  agreement
with Mitchell Hutchins Asset Management Inc. will be terminated.                

Considerations by the Board of Trustees.  In connection with the approval of the
new Agreement,  the Adviser  provided  extensive  information to the Independent
Trustees.   The  Independent   Trustees  were  provided  with  data  as  to  the
qualifications  of the  Adviser'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 Adviser 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 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.  In determining  whether to
approve  the  new  Agreement  and  to  recommend  its  approval  by  the  Fund's
shareholders,  the Independent Trustees particularly considered:  (1) the effect
of the  investment  management  fee on the  expense  ratio of the Fund;  (2) the
investment record of the Adviser in managing the Fund, and the investment record
of other investment  companies for which it acts as investment  adviser;(3) data
as to  investment  performance,  advisory  fees  and  expense  ratios  of  other
investment  companies  not advised by the Adviser but believed to be in the same
overall  investment and size category as the Fund;  and (4) additional  expenses
that would be incurred by the conversion of the Fund to an open-ended investment
company. The Independent  Trustees also considered the following factors,  among
others:  (1) the necessity of the Adviser  maintaining and enhancing its ability
to retain and attract  capable  personnel to serve the Fund;  (2) the  Adviser's
overall  profitability;  (3) pro-forma  profitability  data giving effect to the
investment   management  fee  but  before  marketing  and  promotional  expenses
anticipated to be paid by the Adviser and its affiliates; (4) possible economies
of scale;  (5) other benefits to the Adviser from serving as investment  adviser
to the  Fund,  as  well  as  benefits  to its  affiliates  acting  as  principal
underwriter  and its division  acting as transfer agent to the Fund; (6) 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
(7) the financial  resources of the Adviser and the  desirability of appropriate
incentives  to assure that the Adviser  will  continue to furnish  high  quality
services to the Fund.                                                           

Analysis of Profitability of the Adviser.  The Independent Trustees were advised
that the Adviser  does not  maintain  its  financial  records on a  fund-by-fund
basis.  However,  the Adviser does provide the Independent  Trustee on an annual
basis with its allocation of expenses on a fund-by- fund basis.  The Independent
Trustees   considered   information   provided  by  the  Adviser  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
Adviser 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 Agreement.            

Vote Required. An affirmative vote of the holders of a "majority" (as defined in
the  Investment  Company  Act) of shares of the Fund is required for approval of
the new Investment Advisory Agreement. The requirements for such "majority" vote
under the  Investment  Company Act are described in Proposal No. 1. The Board of
Trustees,  including  the  Trustees who are not  intrested  persons of the Fund,
recommends a vote in favor of approving the Investment Advisory Agreement.      

     APPROVAL OF NEW SERVICE PLAN FOR CLASS A SHARES
      (PROPOSAL NO. 4)

  It is proposed that the Fund  establish  three classes of shares -- Class A, B
and C -- and  that the Fund  enter  into a  Distribution  and  Service  Plan and
Agreement (a "Plan") with the  Distributor  with respect to each Class of shares
(the "Plans").  The existing  shares of the Fund will be reclassified as Class A
shares effective with the Conversion.  The Plan for Class A shares (the "Class A
Plan") is attached  as Exhibit C. The Plans were  approved on October 9, 1997 by
the Trustees, including the independent Trustees, subject to the approval by the
shareholders of each Class of Shares.  Shareholders of the Fund will vote on the
approval of the Class A Plan and OFI as the initial  shareholder  of Class B and
Class C shares  intends to approve the Class B and Class C Plans.  The following
is a summary of the terms of the Class A Plan.                                  

  If the Class A Plan and the  other  proposals  presented  to the  meeting  are
approved by the  shareholders,  the Class A Plan will become  effective upon the
conversion  of the Fund to an open-end  investment  company.  The  conversion is
conditioned  upon,  among  other  things,  approval  of the  Class A Plan by the
Shareholders of the Fund.                                                       

  The fees  payable  by each  class of shares of the Fund  under the Plans  will
consist of a service fee at the annual rate of 0.25% of the average             
net assets of the shares and for Class B and Class C plans, an asset based sales
charge at the  annual  rate of 0.75% of the  average  net  assets of Class B and
Class C shares of the Fund.                                                     

  The  Distributor  will be  authorized  under the Plans to pay  broker-dealers,
banks or  other  entities  (the  "Recipients")  that  render  assistance  in the
distribution of shares or provide administrative support                        
with respect to shares held by customers.  The Distributor  uses the service fee
payments to compensate dealers,  brokers, banks and other financial institutions
quarterly for providing  personal  service and  maintenance of accounts of their
customers  that hold  shares.  Services to be provided  include,  among  others,
answering  customer  inquiries  about the Fund,  assisting in  establishing  and
maintaining  accounts in the Fund,  making the Fund's investment plans available
and  providing  other  services at the  request of the Fund or the  Distributor.
Payments under the Class A Plan are made by the  Distributor  quarterly at of an
annual  rate not to exceed  0.25% of the  average  annual  net assets of Class A
shares held in accounts of the dealer or its  customers.  The payments under the
Class A Plan increase the annual expenses of Class A shares.                    

  The Plans  provide that payments may be made by OFI or by the  Distributor  to
the Recipients from its own resources or from  borrowings.  The Plans may not be
amended to increase  materially  the amount of  payments to be made  without the
approval of the relevant class of shareholders of the Fund.                     

Additional  Information.  The  Distribution and Service Plans provide that while
they are 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 made by a majority of the Independent Trustees.                   

Under either  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.  Under each plan, 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.              

  The  service fee payable  under the Class A Plan are subject to  reduction  or
elimination  under the  limits  imposed  by the  Conduct  Rules of the  National
Association of Securities  Dealers,  Inc.  ("NASD  Rules").  The Class A Plan is
intended to comply with NASD Rules and Rule 12b-1  adopted  under the Act.  Rule
12b-1  requires  that the  selection  and  nomination  of  Trustees  who are not
"interested  persons"  of  the  Fund  be  committed  to  the  discretion  of the
Independent  Trustees and that the  Trustees  receive  quarterly  reports on the
payments made under the Plans and the purposes for those payments.              

PROPOSED SALES ARRANGEMENTS                                                     

  After the Conversion, the Distributor currently intends to sell Class A shares
with a maximum  initial  sales load of 4.75% for purchases of less than $25,000.
Purchases  of Class A shares in the amount of $1 million  ($500,000  or more for
purchases by certain  retirement plans) or more would be made without an initial
sales load but will be subject to a  contingent  deferred  sales charge of 1% if
the shares are  redeemed  within 12 months of  purchase.  Class B shares will be
sold without an initial sales load but would be subject to a maximum  contingent
deferred sales charge ("CDSC") of 5% which decreases over time if the shares are
redeemed within six years after the end of the calendar month of their purchase.
Class B shares convert  automatically  to Class A shares after 6 years.  Class C
shares  would be sold  without an  initial  sales load but would be subject to a
CDSC of 1% if the  shares  are  redeemed  within  one year  after the end of the
calendar month in which they were  purchased.  Class A shares of the Fund may be
exchanged for Class A shares of any eligible Oppenheimer Fund, Class B shares of
the Fund may be exchanged  for Class B shares of any eligible  Oppenheimer  Fund
and  Class C shares  of the  Fund may be  exchanged  for  Class C shares  of any
eligible Oppenheimer Fund.                                                      

EVALUATION BY THE BOARD OF TRUSTEES                                             

  The  Trustees,  including the  Qualified  Trustees,  believe the adoption of a
distribution  plan under Rule 12b-1 is essential to and a part of the purpose of
each class of shares of the Fund in selling its shares to those persons who wish
to avail themselves of the services of a  broker-dealer.  The Trustees took into
account the competitive  market environment in which the Fund will operate as an
open-end investment company. More specifically, the Trustees recognized the need
to  provide  adequate   compensation  to   broker-dealers   who  serve  existing
shareholders  or  offer  the  Fund to  prospective  shareholders.  Without  such
service,  the Fund would incur a substantial  risk that it could not maintain or
increase its assets,  threatening  the  viability  of the Fund as an  investment
company.  In addition,  the Trustees  believe that maintaining a plan under Rule
12b-1  is  an  essential  part  of  distributing  an  open-end  fund.  In  their
deliberations, the Trustees considered many pertinent factors such as the levels
of fees  prescribed by the Class A Plan. The Board also considered the potential
benefit  to  the  Fund  of the  proposed  method  of  distribution  through  the
Distributor;  the  potential  conflicts of interest  inherent in the use of Fund
assets to pay for distribution  expenses; the relationship of the fees under the
Class A Plan to the  overall  cost  structure  of the  Fund;  and the  potential
benefits to existing  shareholders  of continued  asset  growth,  including  the
potential  to benefit  from  economies of scale.  Based upon their  review,  the
Trustees, including a majority of the Qualified Trustees,  determined that there
is a reasonable  likelihood  that the Class A Plan will benefit the Fund and its
shareholders.                                                                   

      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 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 Plans may be offset
in part by economies of scale  associated  with the growth of the Fund's assets.
With larger assets, the Fund's  shareholders  should benefit as the Distribution
and Service  Plans  should  help  maintain  Fund  assets.  Costs of  shareholder
administration  and  transfer  agency  operations  will be spread among a larger
number of shareholders as the Fund grows larger,  thereby  potentially  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  might be 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 Proposed  Service Plan is in the best interests of the Fund,
and that its adoption has a reasonable likelihood of benefiting the Fund and its
Class A 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 A voting securities is required for approval of
the  Distribution  and Service Plan. The  requirements  for such "majority" vote
under the  Investment  Company Act are  described  in Proposal  No. 1. A vote in
favor  of  this  Proposal  shall  be  deemed  a vote  to  approve  the  proposed
Distribution and Service Plan. The Board of Trustees, including the Trustees who
are not intrested  persons of the Fund,  recommends a vote in favor of approving
this Proposal.                                                                  

      TO APPROVE AN AMENDMENT AND RESTATEMENT OF
      THE DECLARATION OF TRUST FOR THE FUND.
      (PROPOSAL NO. 5)

  The  shareholders  of the Fund are being  asked to  approve an  amendment  and
restatement of the Fund's  Declaration  of Trust to revise the  Declaration to a
form customary for an open-end fund that continually  offers to issue and redeem
its shares at net asset value, including an amendment to the provision regarding
the election of three classes of Trustees with                                  
overlapping  three year terms. A copy of the proposed  Articles of Amendment and
Restatement is attached to this Proxy Statement as Exhibit D.                   

Vote Required. An affirmative vote of the holders of a "majority" (as defined in
the  Investment  Company  Act) of shares of the Fund is required for approval of
the Amendment and  Restatement  of the  Declaration  of Trust for the Fund.  The
requirements  for such  "majority"  vote under the  Investment  Company  Act are
described in Proposal No. 1. The Board of Trustees,  including  the Trustees who
are not interested  persons of the Fund,  recommend that the shareholders of the
Fund approve the amendment and restatement of the Declaration of Trust.         

       RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
      (Proposal No. 6)

The Investment  Company Act requires that independent  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 Adviser,  at a meeting held October 9, 1997,  selected KPMG Peat
Marwick LLP  ("KPMG")  as  auditors  of the Fund for the fiscal  year  beginning
November 1, 1997. KPMG also serves as auditors for certain other funds for which
the Adviser acts as investment  adviser.  At the Meeting,  a resolution  will be
presented  for  the  shareholders'  vote  to  ratify  the  selection  of KPMG as
auditors.  Representatives of KPMG are not expected to be present at the Meeting
but will be available should any matter arise requiring their presence.         

Vote Required. An affirmative vote of the holders of a "majority" (as defined in
the Investment  Company Act) of shares of the Fund is required for  ratification
of the selection of independent auditors. The                                   

requirements for such "majority" vote under the Investment Company Act are      

described  in Proposal No. 1. The Board of Trustees  recommends  approval of the
selection of KPMG Peat Marwick LLP as auditors of the Fund.                     

      ELECTION OF TRUSTEES
At the Meeting,  eleven 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.                
Each  nominee  has  agreed  to be  named  and to  serve.  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 an open-end
mutual fund  organized  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 are presently Trustees of the Fund and have been previously
elected by the Fund's shareholders.  Each nominee has agreed to be nominated and
to serve as a Trustee. The Trustees to be elected at the                        
Meeting  shall serve as such 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.                                               

Each  of the  nominees  and  other  Trustees  is  also  a  trustee  or  director
Oppenheimer  California  Municipal Fund,  Oppenheimer Capital Appreciation Fund,
Oppenheimer Developing Markets Fund, Oppenheimer Discovery Fund, Oppenheimer    

Enterprise Fund,  Oppenheimer  Global Fund,  Oppenheimer  Global Growth & Income
Fund,  Oppenheimer  Gold &  Special  Minerals  Fund,  Oppenheimer  Growth  Fund,
Oppenheimer  International Growth Fund, Oppenheimer  International Small Company
Fund, Oppenheimer Money Market Fund, Inc., Oppenheimer Multiple Strategies Fund,
Oppenheimer  Municipal  Bond  Fund,   Oppenheimer   Multi-Sector  Income  Trust,
Oppenheimer New York Municipal Fund,  Oppenheimer  Multi-State  Municipal Trust,
Oppenheimer  Series Fund, Inc. and Oppenheimer  U.S.  Government Trust (the "New
York-based  Oppenheimer funds"),  except that Ms. Macaskill is not a Director of
Oppenheimer  Money Market Fund, Inc. Ms.  Macaskill and Messrs.  Spiro,  Bishop,
Bowen,  Donohue,  Farrar and Zack  respectively  hold the same  offices with the
other New York-based Oppenheimer funds as with the Fund.                        

The nominees and other Trustees  indicated  below by an asterisk are "interested
persons" (as that term is defined in the Investment Company                     
Act of 1940,  as amended,  hereinafter  referred to as the  "Investment  Company
Act")  of the Fund  due to the  positions  indicated  with  the  Adviser  or its
affiliates or other positions described. The year given below indicates when the
nominees and the other Trustees first became a trustee or director of any of the
New  York-based  Oppenheimer  Funds  without a break in  service.  If any of the
nominees should be unable to accept nomination or election,  it is the intention
of the persons  named as  attorneys-in-fact  in the enclosed  proxy to vote such
proxy for the election of such other person or persons selected and nominated by
disinterested  Trustees  as the  Board  of  Trustees  may,  in  its  discretion,
recommend.                                                                      

As of January 6, 1998,  the Trustees  held which shares of the Fund, as follows:
Donald W. Spiro  beneficially owned 25,000 shares of the Fund held in an account
for which Mr.  Spiro is a trustee and  Benjamin  Lipstein  disclaims  beneficial
ownership  of  1,000  shares  of the  Fund  held  by his  wife.  Except  for the
foregoing,  no other Trustee and no officers of the Fund beneficially  owned any
shares of the Fund as of January 6, 1998.                                       

Name and                        Business Experience                             
Other Information               During the Past Five Years                      

Leon Levy                       Chairman of the Board of Trustees               
first became a                General Partner of                            
Trustee in 1959               Odyssey Partners, L.P.(investment             
Age: 72                       partnership)(since 1982); and Chairman of     
                  Avatar Holdings, Inc. (real estate
development).   

Donald W. Spiro*                Vice Chairman of the Board of Trustees          
first became a                Chairman Emeritus (since August 1991)         
Trustee in 1985               and a director (since January 1969)           
Age: 72                       of the Adviser; formerly Chairman             
                   of the Adviser and the Distributor.

Bridget A. Macaskill*           President of the Board of Trustees and          
first became a                President (since June 1991) and               
Trustee in 1995               CEO (Since September 1995) and a              
Age: 49                       director (since December 1994)                
                                of the Adviser;  President  and director  (since
                                June  1991)  of  HarbourView;   Chairman  and  a
                                director of SSI (since  August  1994),  and SFSI
                                (September  1995);  President  (since  September
                                1995) and a  director  (since  October  1990) of
                                OAC;  President  (since  September  1995)  and a
                                director  (since  November  1989) of Oppenheimer
                                Partnership  Holdings,  Inc., a holding  company
                                subsidiary   of  the  Manager;   a  director  of
                                Oppenheimer Real Asset  Management,  Inc. (since
                                July  1996);  President  and a  director  (since
                                October 1997) of OppenheimerFunds  International
                                Ltd., an offshore fund manager subsidiary of the
                                Manager  ("OFIL")  and  Oppenheimer   Millennium
                                Funds plc (since October 1997);  President and a
                                director of other Oppenheimer  funds; a director
                                of  the  NASDAQ  Stock   Market,   Inc.  and  of
                                Hillsdown  Holdings plc (a U.K.  food  company);
                                formerly  an  Executive  Vice  President  of the
Manager.        

* A Trustee who is an  "interested  person" of the Fund or the Adviser under the
Investment Company Act.                                                         

Name and                        Business Experience                             
Other Information               During the Past Five Years                      

Robert G. Galli                 Formerly he held the following                  
first became a                 positions: Vice President and                  
Trustee in 1993                Counsel of OAC, the Adviser's                  
Age: 64                        parent holding company; Executive              
                                Vice   President  and  General   Counsel  and  a
                                director  of the  Adviser  and  OppenheimerFunds
                                Distributor,  Inc.,  and  an  officer  of  other
  Oppenheimer funds.

Benjamin Lipstein               Professor Emeritus of Marketing,                
first became a                Stern Graduate School of Business             
Trustee in 1974               Administration, New York University;          
Age: 74                       a director of Sussex Publishers,              
              Inc. (publishers of Psychology
                    Today and Mother Earth News) and Spy
Magazine, L.P.  

Elizabeth B. Moynihan           Author and architectural historian;             
first became a                a trustee of the Freer Gallery of Art         
Trustee in 1992               (Smithsonian Institution), the Institute      
Age: 68                       of Fine Arts (New York University), and       
                  National Building Museum; a member
                     of the Trustees Council, Preservation
                      League of New York State; and a member
                  of the Indo-U.S. Sub-Commission on
      Education and Culture.

Kenneth A. Randall              A director of Dominion Resources, Inc.          
first became a                (electric utility holding company),           
Trustee in 1980               Dominion Energy, Inc. (electric               
Age: 70                       power and oil & gas producer),                
          Texan Cogeneration Company
             (cogeneration company), Prime
                    Retail, Inc. (real estate investment
                    trust); formerly President and Chief
                   Executive Officer of The Conference
                   Board, Inc. (international economic
                     and business research) and a director
                      of Lumbermens Mutual Casualty Company,
                    American Motorists Insurance Company
                 and American Manufacturers Mutual
  Insurance Company.

Name and                        Business Experience                             
Other Information               During the Past Five Years                      

Edward V. Regan                 Chairman of Municipal Assistance                
first became a                Corporation for the City of New York;         
Trustee in 1993               Senior Fellow of Jerome Levy Economics        
Age: 67                       Institute, Bard College; a member of          
                                the  U.S.   Competitiveness  Policy  Council;  a
                                director  of   GranCare,   Inc.   (health   care
                                provider);  a  director  of River  Bank  America
                                (real  estate   manager);   Trustee,   Financial
                                Accounting  Foundation (FASB and GASB); formerly
                                New York State Comptroller and trustee, New York
                State and Local Retirement Fund.

Russell S. Reynolds, Jr.        Founder Chairman of Russell                     
first became a                Reynolds Associates, Inc.                     
Trustee in 1989               (executive recruiting);                       
Age: 66                       Chairman of Directorship,                     
                       Inc. (corporate governance consulting);
                a director of Professional Staff
             Limited (U.K.); and a trustee
         of Mystic Seaport Museum,
                 International House and Greenwich
   Historical Society.

Pauline Trigere                 Chairman and Chief Executive Officer of         
first became a                Trigere, Inc. (design and sale of women's     
Trustee in 1977               fashions).                                    
Age: 85                                                                     

Clayton K. Yeutter              Of Counsel to Hogan & Hartson                   
first became a                (a law firm); a director of B.A.T.            
Trustee in 1993               Industries, Ltd. (tobacco and                 
Age: 67                       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 (in descending chronological order)
                            IMC Global Inc. (chemicals and animal feed),
                     Counselor 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.

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  Adviser,  which is
responsible for its day-to-day operations.  Six regular meetings of the Trustees
were held during the fiscal year ended  October 31,  1997.  Each of the Trustees
was  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),  Lipstein,  and
Regan,  none of whom is an  "interested  person" (as that term is defined in the
Investment  Company  Act) of the  Adviser  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 6 times during the fiscal year ended  October 31, 1997.  The Board
of Trustees does not have a standing nominating or compensation committee.      

o Remuneration of Trustees. The officers of the Fund and certain Trustees of the
Fund (Ms.  Macaskill and Mr. Spiro) who are affiliated  with the Adviser receive
no salary or fee from the Fund.  The  remaining  Trustees of the Fund other than
Mr.  Galli,  who was  affiliated  with the Adviser  during the fiscal year ended
October 31, 1997,  received the compensation  shown below. The compensation from
the  Fund  was  paid  during  its  fiscal  year  ended  October  31,  1997.  The
compensation from all of the New York-based  Oppenheimer funds includes the Fund
and is compensation received as a director,  trustee or member of a committee of
the Board during the calendar year 1997.                                        

                                                                [Download Table]


                                            Retirement        Total Compensation
                          Aggregate         Benefits Accrued  From All          
Name and                  Compensation  as Part of            New York-based    
Position                  from Fund         Fund Expenses     Oppenheimer funds1

                                                                                
Leon Levy                    $ 0            $ (72)            $152,750          
 Chairman and Trustee                                                           

Benjamin Lipstein            $ 0            $ (43)            $ 91,350          
 Study Committee                                                                
 Chairman2 and Trustee                                                          

Elizabeth B. Moynihan        $ 0            $ (43)            $ 91,350          
 Study Committee                                                                
 Member and Trustee                                                             

Kenneth A. Randall           $ 0            $ (39)            $ 83,350          
 Audit  Committee                                                               
 Member and Trustee                                                             

Edward V. Regan              $ 0            $ (37)            $ 78,150          
 Proxy Committee                                                                
 Chairman2, Audit                                                               
 Committee Member                                                               
 and Trustee                                                                    

Russell S. Reynolds Jr. $ 0                 $ (28)            $ 58,800          
 Proxy Committee                                                                
 Member2 and Trustee                                                            

Pauline Trigere              $ 0            $ (26)            $ 55,300          
 Trustee                                                                        

Clayton K. Yeutter           $ 0            $ (28)            $ 58,800          
 Proxy Committee                                                                
 Member2 and                                                                    
 Trustee                                                                        

----------------------                                                          
1     For the 1997 calendar year.                                               
2 Committee position held during a portion of the period shown.                 

      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 each
Trustee's  retirement benefits will depend on the amount of the Trustee's future
compensation  and  length of  service,  the amount of those  benefits  cannot be
determined  at this  time,  nor can the Fund  estimate  the  number  of years of
credited service that will be used to determine those benefits                  

Officers  of the Fund.  Each  officer of the Fund is elected by the  Trustees to
serve an annual  term.  Information  is given below  about the Fund's  executive
officers who are not Trustees of the Fund,  including their business  experience
during the past five years.  Messrs.  Bishop,  Bowen,  Donohue,  Farrar and Zack
serve in a similar capacity with the other New York-based Oppenheimer funds.    

Thomas P. Reedy, Vice President and Portfolio Manager; Age: 36.                 
Vice President of the Manager (since June 1993); an officer of      
other Oppenheimer funds; formerly a Securities Analyst for the      
Manager.                                                            

AshwinVasan,  Vice President and Portfolio  Manager;  Age: 35. Vice President of
      the  Manager  (since July 1993);  an officer of other  Oppenheimer  funds;
      formerly a  Securities  Analyst for the  manager,  prior to which he was a
Securities Analyst for Citibank, N.A.                               

Andrew J. Donohue, Secretary; Age: 47                                           
      Executive Vice President  (since  January  1993),  General  Counsel (since
      October  1991)  and a  Director  (since  September  1995) of the  Manager;
      Executive Vice President  (since  September  1993),  and a director (since
      January  1992)  of the  Distributor;  Executive  Vice  President,  General
      Counsel  and  a  director  of  HarbourView,   SSI,  SFSI  and  Oppenheimer
      Partnership   Holdings,   Inc.  since  (September  1995)  and  MultiSource
      Services,  Inc. (a broker-dealer)  (since December 1995);  President and a
director                                                            
      of  Centennial  (since  September  1995);  President  and  a  director  of
      Oppenheimer Real Asset Management, Inc. (since July 1996); General Counsel
      (since May 1996) and Secretary  (since April 1997) of OAC; Vice  President
      of OFIL and  Oppenheimer  Millennium  Funds plc (since October  1997);  an
officer of other Oppenheimer funds.                                 

George C. Bowen, Treasurer; Age: 61                                             
6803 South Tucson Way, Englewood, Colorado 80112                    
      Senior Vice President  (since  September 1987) and Treasurer  (since March
      1985) of the  Manager;  Vice  President  (since  June 1983) and  Treasurer
      (since March 1985) of the Distributor; Vice President (since October 1989)
      and Treasurer  (since April 1986) of  HarbourView;  Senior Vice  President
      (since  February 1992),  Treasurer  (since July 1991)and a director (since
      December  1991) of  Centennial;  President,  Treasurer  and a director  of
      Centennial  Capital  Corporation  (since June 1989);  Vice  President  and
      Treasurer  (since  August 1978) and  Secretary  (since April 1981) of SSI;
      Vice  President,  Treasurer and Secretary of SFSI (since  November  1989);
      Treasurer of OAC (since June 1990);  Treasurer of Oppenheimer  Partnership
      Holdings,  Inc.  (since  November  1989);  Vice President and Treasurer of
Oppenheimer Real Asset Management, Inc. (since                      

      July  1996);  Chief  Executive  Officer,   Treasurer  and  a  director  of
      MultiSource  Services,  Inc., a  broker-dealer  (since  December  1995); a
      Trustee  of the  Denver-based  Oppenheimer  funds and an  officer of other
Oppenheimer funds.                                                  

ROBERTJ. BISHOP,  Assistant Treasurer,  Age 39 6803 South Tucson Way, Englewood,
      Colorado 80112 Vice President of the Manager/Mutual Fund Accounting (since
      May 1996); an officer of other  Oppenheimer  funds;  formerly an Assistant
      Vice  President of the  Manager/Mutual  Fund  Accounting  (April  1994-May
1996), and a Fund Controller for the Manager.                       

SCOTT T. FARRAR,  Assistant Treasurer;  Age 32 6803 South Tucson Way, Englewood,
      Colorado 80112 Vice President of the Manager/Mutual Fund Accounting (since
      May 1996);  Assistant Treasurer of Oppenheimer Millennium Funds plc (since
      October  1997);  an  officer  of  other  Oppenheimer  funds;  formerly  an
      Assistant  Vice President of the  Manager/Mutual  Fund  Accounting  (April
1994-May 1996), and a Fund Controller for the Manager.              

ROBERT G. ZACK, Assistant Secretary; Age 49                                     
      Senior  Vice  President  (since May 1985) and  Associate  General  Counsel
      (since May 1981) of the  Manager,  Assistant  Secretary  of SSI (since May
      1985), and SFSI (since November 1989);  Assistant Secretary of Oppenheimer
      Millennium Funds plc (since October 1997); an officer of other Oppenheimer
funds.                                                              

Vote Required.  An  affirmative  vote of the holders of a majority of the voting
shares of the Fund represented in person or by proxy and entitled to vote at the
Meeting is  required  for the  election  of a nominee as  Trustee.  The Board of
Trustees recommends a vote for the election of each nominee.                    

RECEIPT OF SHAREHOLDER PROPOSALS  

If the Fund is  converted  to an  open-end  investment  company,  it will not be
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 may 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
January 16, 1998    

proxy\wbf                                                                       

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Exhibit A                   

       INVESTMENT ADVISORY AGREEMENT

AGREEMENT made the _____ day of ______,  1998, by and between  OPPENHEIMER WORLD
BOND FUND (hereinafter  referred to as the "Fund"), and  OPPENHEIMERFUNDS,  INC.
(hereinafter referred to as "OFI").                                             

WHEREAS,  the Fund is a  open-end,  diversified  management  investment  company
registered  as  such  with  the   Securities   and  Exchange   Commission   (the
"Commission")  pursuant to the Investment  Company Act of 1940 (the  "Investment
Company  Act"),  and OFI is an  investment  adviser  registered as such with the
Commission under the Investment Advisors Act of 1940;                           

WHEREAS,  the Fund desires that OFI shall act as its investment adviser pursuant
to this Agreement;                                                              

NOW,   THEREFORE,   in  consideration  of  the  mutual  promises  and  covenants
hereinafter set forth, it is agreed by and between the parties, as follows:     

1.    General Provision.                                                        

      The  Fund  hereby  employs  OFI and OFI  hereby  undertakes  to act as the
investment adviser of the Fund and to perform for the Fund such other duties and
functions as are hereinafter set forth.  OFI shall, in all matters,  give to the
Fund and its Board of Trustees the benefit of its best judgment,  effort, advice
and recommendations and shall, at all times conform to, and use its best efforts
to enable the Fund to conform to (i) the  provisions of the  Investment  Company
Act  and  any  rules  or  regulations  thereunder;  (ii)  any  other  applicable
provisions of state or Federal law; (iii) the  provisions of the  Declaration of
Trust and By-Laws of the Fund as amended  from time to time;  (iv)  policies and
determinations  of the  Board  of  Trustees  of the  Fund;  (v) the  fundamental
policies  and  investment   restrictions   of  the  Fund  as  reflected  in  its
registration statement under the Investment Company Act or as such policies may,
from  time to  time,  be  amended  by the  Fund's  shareholders;  and  (vi)  the
Prospectus  and Statement of Additional  Information  of the Fund in effect from
time to time. The  appropriate  officers and employees of OFI shall be available
upon reasonable notice for consultation with any of the Trustees and officers of
the Fund with  respect to any matters  dealing  with the business and affairs of
the Fund  including the valuation of portfolio  securities of the Fund which are
either not registered for public sale or not traded on any securities market.   

2.    Investment Management.                                                    

      (a) OFI shall, subject to the direction and control by the Fund's Board of
Trustees,  (i) regularly provide  investment advice and  recommendations  to the
Fund with respect to its investments,  investment  policies and the purchase and
sale of securities; (ii) supervise                                              
continuously  the  investment  program  of the Fund and the  composition  of its
portfolio and determine what securities  shall be purchased or sold by the Fund;
and (iii)  arrange,  subject to the  provisions  of paragraph 7 hereof,  for the
purchase  of  securities  and  other  investments  for the  Fund and the sale of
securities and other investments held in the Fund's portfolio.                  

      (b) Provided  that the Fund shall not be required to pay any  compensation
for services  under this  Agreement  other than as provided by the terms of this
Agreement and subject to the  provisions  of paragraph 7 hereof,  OFI may obtain
investment  information,  research or assistance from any other person,  firm or
corporation to supplement, update or otherwise improve its investment management
services.                                                                       

      (c)  Provided  that  nothing  herein  shall be deemed to protect  OFI from
willful  misfeasance,  bad faith or gross  negligence in the  performance of its
duties,  or  reckless  disregard  of  its  obligations  and  duties  under  this
Agreement,  OFI  shall not be liable  for any loss  sustained  by reason of good
faith errors or omissions in connection with any matters to which this Agreement
relates.                                                                        

      (d) Nothing in this  Agreement  shall  prevent OFI or any officer  thereof
from acting as investment  adviser for any other person,  firm or corporation or
in any way limit or restrict OFI or any of its directors, officers, stockholders
or employees from buying, selling or trading any securities for its or their own
account or for the account of others for whom it or they may be acting, provided
that  such  activities  will  not  adversely  affect  or  otherwise  impair  the
performance by OFI of its duties and obligations under this Agreement.          

3. Other Duties of OFI.                                                         

      OFI shall, at its own expense, provide and supervise the activities of all
administrative  and clerical personnel as shall be required to provide effective
corporate administration for the Fund, including the compilation and maintenance
of such records with respect to its  operations  as may  reasonably be required;
the  preparation  and filing of such reports  with  respect  thereto as shall be
required by the  Commission;  composition  of periodic  reports  with respect to
operations of the Fund for its shareholders;  composition of proxy materials for
meetings of the Fund's  shareholders;  and the composition of such  registration
statements  as  may be  required  by  Federal  and  state  securities  laws  for
continuous  public  sale of shares of the Fund.  OFI shall,  at its own cost and
expense,  also  provide the Fund with  adequate  office  space,  facilities  and
equipment.  OFI shall, at its own expense, provide such officers for the Fund as
the Board of Trustees may request.                                              

4.    Allocation of Expenses.                                                   

      All other  costs and  expenses  of the Fund not  expressly  assumed by OFI
under  this  Agreement,  or to be paid by the  Distributor  of the shares of the
Fund, shall be paid by the Fund, including, but not limited to: (i)             
interest and taxes;  (ii) brokerage  commissions;  (iii) insurance  premiums for
fidelity and other coverage  requisite to its operations;  (iv) compensation and
expenses of its  trustees  other than those  affiliated  with OFI; (v) legal and
audit  expenses;  (vi)  custodian and transfer  agent fees and  expenses;  (vii)
expenses  incident to the redemption of its shares;  (viii) expenses incident to
the  issuance  of its shares  against  payment  therefor  by or on behalf of the
subscribers thereto; (ix) fees and expenses, other than as hereinabove provided,
incident to the  registration  under Federal and state securities laws of shares
of the Fund for public  sale;  (x)  expenses  of printing  and mailing  reports,
notices and proxy  materials to  shareholders  of the Fund; (xi) except as noted
above,  all  other  expenses  incidental  to  holding  meetings  of  the  Fund's
shareholders;  and (xii) such extraordinary non-recurring expenses as may arise,
including litigation, affecting the Fund and any legal obligation which the Fund
may have to  indemnify  its officers and  trustees  with  respect  thereto.  Any
officers or employees of OFI or any entity  controlling,  controlled by or under
common control with OFI who also serve as officers, trustees or employees of the
Fund shall not receive any compensation from the Fund for their services.       

5. Compensation of OFI.                                                         

      The Fund  agrees to pay OFI and OFI agrees to accept as full  compensation
for the  performance  of all  functions  and duties on its part to be  performed
pursuant to the  provisions  hereof,  a fee computed on the  aggregate net asset
value of the shares of the Fund as of the close of each business day and payable
monthly at the following annual rate:                                           

           .75% of the first $200  million of net assets;  .72% of the next $200
           million;  .69%  of the  next  $200  million;  .66% of the  next  $200
           million;  .60% of the next $200  million;  and .58% of net  assets in
excess of $1 billion.                                     

6.    Use of Name "Oppenheimer."                                                

      OFI hereby grants to the Fund a royalty-free, non-exclusive license to use
the  name  "Oppenheimer"  in the  name  of the  Fund  for the  duration  of this
Agreement and any  extensions or renewals  thereof.  To the extent  necessary to
protect  OFI's  rights to the name  "Oppenheimer"  under  applicable  law,  such
license shall allow OFI to inspect and,  subject to control by the Fund's Board,
control the nature and  quality of services  offered by the Fund under such name
and may,  upon  termination  of this  Agreement,  be terminated by OFI, in which
event the Fund shall  promptly take  whatever  action may be necessary to change
its name and discontinue any further use of the name  "Oppenheimer"  in the name
of the Fund or otherwise.  The name "Oppenheimer" may be used or licensed by OFI
in connection with any of its activities, or licensed by OFI to any other party.

7.    Portfolio Transactions and Brokerage.                                     

      (a) OFI is  authorized,  in arranging  the purchase and sale of the Fund's
portfolio  securities,  to employ or deal with such  members  of  securities  or
commodities  exchanges,  brokers  or  dealers  (hereinafter   "broker-dealers"),
including "affiliated" broker-dealers (as that term is defined in the Investment
Company Act), as may, in its best judgment,  implement the policy of the Fund to
obtain,  at  reasonable  expense,  the "best  execution"  (prompt  and  reliable
execution  at the  most  favorable  security  price  obtainable)  of the  Fund's
portfolio  transactions as well as to obtain,  consistent with the provisions of
subparagraph (c) of this paragraph 7, the benefit of such investment information
or research as will be of  significant  assistance to the  performance by OFI of
its investment management functions.                                            

      (b) OFI  shall  select  broker-dealers  to  effect  the  Fund's  portfolio
transactions  on the basis of its  estimate  of their  ability  to  obtain  best
execution of particular and related portfolio  transactions.  The abilities of a
broker-dealer  to obtain best execution of particular  portfolio  transaction(s)
will be judged by OFI on the basis of all  relevant  factors and  considerations
including,  insofar as  feasible,  the  execution  capabilities  required by the
transaction or transactions; the ability and willingness of the broker-dealer to
facilitate the Fund's portfolio  transactions by  participating  therein for its
own account; the importance to the Fund of speed, efficiency or confidentiality;
the broker-dealer's apparent familiarity with sources from or to whom particular
securities  might be purchased or sold; as well as any other matters relevant to
the selection of a broker-dealer for particular and related  transactions of the
Fund.                                                                           

     (c) OFI shall have  discretion,  in the  interests of the Fund, to allocate
brokerage on the Fund's portfolio transactions to broker-dealers,  other than an
affiliated   broker-dealer,   qualified   to  obtain  best   execution  of  such
transactions who provide  brokerage  and/or research  services (as such services
are defined in Section 28(e)(3) of the Securities  Exchange Act of 1934) for the
Fund and/or other accounts for which OFI or its affiliates exercise  "investment
discretion"  (as that term is  defined  in Section  3(a)(35)  of the  Securities
Exchange  Act of 1934)  and to  cause  the  Fund to pay  such  broker-dealers  a
commission for effecting a portfolio  transaction for the Fund that is in excess
of the amount of commission another broker-dealer adequately qualified to effect
such  transaction  would have charged for  effecting  that  transaction,  if OFI
determines, in good faith, that such commission is reasonable in relation to the
value of the brokerage and/or research services provided by such  broker-dealer,
viewed  in  terms  of  either  that   particular   transaction  or  the  overall
responsibilities  of OFI or its affiliates  with respect to the accounts as Name
and Business  Experience Other  Information  During the Past Five Years to which
they exercise investment  discretion.  In reaching such determination,  OFI will
not be  required  to place or attempt to place a  specific  dollar  value on the
brokerage  and/or  research   services   provided  or  being  provided  by  such
broker-dealer.  In  demonstrating  that  such  determinations  were made in good
faith, OFI shall be prepared to show that all commissions were                  

allocated  for  purposes  contemplated  by this  Agreement  and that  the  total
commissions paid by the Fund over a representative period selected by the Fund's
trustees were reasonable in relation to the benefits to the Fund.               

      (d) OFI  shall  have no duty or  obligation  to seek  advance  competitive
bidding for the most  favorable  commission  rate  applicable to any  particular
portfolio  transactions  or to  select  any  broker-dealer  on the  basis of its
purported  or "posted"  commission  rate but will,  to the best of its  ability,
endeavor  to  be  aware  of  the  current  level  of  the  charges  of  eligible
broker-dealers  and to minimize the expense  incurred by the Fund for  effecting
its  portfolio  transactions  to the extent  consistent  with the  interests and
policies  of the  Fund as  established  by the  determinations  of the  Board of
Trustees of the Fund and the provisions of this paragraph 7.                    

      (e) The Fund recognizes that an affiliated  broker-dealer:  (i) may act as
one of the Fund's regular brokers for the Fund so long as it is lawful for it so
to act; (ii) may be a major recipient of brokerage commissions paid by the Fund;
and  (iii)  may  effect  portfolio   transactions  for  the  Fund  only  if  the
commissions,  fees or other  remuneration  received  or to be received by it are
determined in accordance with procedures contemplated by any rule, regulation or
order adopted under the Investment  Company Act for  determining the permissible
level of such commissions.                                                      

      (f) Subject to the foregoing  provisions of this paragraph 7, OFI may also
consider  sales of shares of the Fund and the other funds advised by OFI and its
affiliates  as a factor in the  selection of  broker-dealers  for its  portfolio
transactions.                                                                   

8.    Duration.                                                                 

      This Agreement will take effect on the date first set forth above.  Unless
earlier terminated  pursuant to paragraph 10 hereof, this Agreement shall remain
in effect until December 31, 1999,  and thereafter  will continue in effect from
year to year, so long as such continuance shall be approved at least annually by
the Fund's Board of Trustees, including the vote of the majority of the trustees
of the Fund who are not parties to this  Agreement or  "interested  persons" (as
defined in the  Investment  Company Act) of any such party,  cast in person at a
meeting called for the purpose of voting on such approval,  or by the holders of
a  "majority"  (as defined in the  Investment  Company  Act) of the  outstanding
voting  securities  of the  Fund  and by  such a vote  of the  Fund's  Board  of
Trustees.                                                                       

9. Disclaimer of Shareholder or Trustee Liability.                              

      OFI  understands  and agrees that the  obligations  of the Fund under this
Agreement  are  not  binding  upon  any  shareholder  or  Trustee  of  the  Fund
personally, but bind only the Fund and the Fund's property; OFI represents      
that it has notice of the  provisions  of the  Declaration  of Trust of the Fund
disclaiming  shareholder  or Trustee  liability for acts or  obligations  of the
Fund.                                                                           

10.   Termination.                                                              

      This  Agreement may be terminated  (i) by OFI at any time without  penalty
upon sixty days'  written  notice to the Fund (which notice may be waived by the
Fund);  or (ii) by the Fund at any time without penalty upon sixty days' written
notice to OFI (which notice may be waived by OFI) provided that such termination
by the Fund shall be  directed  or  approved by the vote of a majority of all of
the  trustees  of the Fund  then in office  or by the vote of the  holders  of a
"majority" of the outstanding  voting  securities of the Fund (as defined in the
Investment Company Act).                                                        

11.   Assignment or Amendment.                                                  

      This  Agreement  may not be amended or the rights of OFI  hereunder  sold,
transferred,   pledged  or  otherwise  in  any  manner  encumbered  without  the
affirmative  vote or written  consent of the  holders of the  "majority"  of the
outstanding  voting  securities of the Fund. This Agreement shall  automatically
and immediately  terminate in the event of its  "assignment,"  as defined in the
Investment Company Act.                                                         

12.  Definitions.                                                             

      The terms and provisions of the Agreement shall be interpreted and defined
in a manner  consistent  with the  provisions and  definitions  contained in the
Investment Company Act.                                                         

                       OPPENHEIMER WORLD BOND FUND
Attest:                                                                         

-------------------------             -----------------------------------       
Mitchell J. Lindauer                  Robert G. Zack                            
               Assistant Secretary

                  OPPENHEIMERFUNDS, INC.
Attest:                                                                         

-------------------------             -----------------------------------       
Katherine P. Feld                     Andrew J. Donohue                         
                    Executive Vice President

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           EXHIBIT B

                         Approximate Net          Advisory Fee Rate as
         Assets as of             % of
                   12/31/96                 Average Annual
Name of Fund                  ($ Millions)             Net Assets               

Oppenheimer International           $175.7            .75% on the first $200    
Bond Fund                                                   million,            
Oppenheimer High Yield Fund         $1513.4           .72% on the next $200     
                                                million,
Oppenheimer Strategic Income        $6778             .69% on the next $200     
Fund                                                        million,            
Oppenheimer Bond Fund               $235              .66% on the next $200     
                                                million,
Oppenheimer Bond Fund, VA           $426.4            .60% on the next $200     
                                                    million, and
Oppenheimer Strategic Bond,         $118.7            .50% of net assets in     
  VA                                                        excess of $1 billion

Oppenheimer High Income Bond,       $191.3                                      
VA                                                                            

Oppenheimer Champion Income         $653.6            .70% on the first $250    
Fund                                                        million,            
                                                 .65% on the next $250
                                                million,
                                                 .60% on the next $500
                                                    million, and
                                                 .55% of net assets in
                                                            excess of $1 billion

Oppenheimer Limited-Term             $627.6           .50% on the first $100    
Government Fund                                             million,            
                                                 .45% on the next $150
                                                million,
                                                  .425% on the next $250
                                                    million, and
                                                 .40% of net assets in
                                                          excess of $500 million

Oppenheimer U.S. Government         $534              .65% on the first $200    
Trust                                                       million,            
                                                 .60% on the next $100
                                                million,
                                                 .57% on the next $100
                                                million,
                                                 .55% on the next $400
                                                    million, and
                                                 .50% of net assets in
                                                          excess of $800 million

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         Exhibit C

          SERVICE PLAN AND AGREEMENT

           BETWEEN

          OPPENHEIMERFUNDS DISTRIBUTOR, INC.

           AND

           OPPENHEIMER WORLD BOND FUND

          FOR CLASS A SHARES

SERVICE PLAN AND AGREEMENT (the "Plan") dated the ____ day of _______,  1998, by
and  between  OPPENHEIMER  WORLD  BOND FUND (the  "Fund")  and  OPPENHEIMERFUNDS
DISTRIBUTOR, INC. (the "Distributor").                                          

1. The Plan. This Plan is the Fund's written service plan for its Class A Shares
described  in the Fund's  registration  statement as of the date this Plan takes
effect,  contemplated  by and to comply  with  Article  III,  Section  26 of the
Conduct Rules of the National  Association  of Securities  Dealers,  pursuant to
which  the Fund  will  reimburse  the  Distributor  for a  portion  of its costs
incurred  in  connection  with  the  personal  service  and the  maintenance  of
shareholder  accounts  ("Accounts")  that hold Class A Shares (the  "Shares") of
such  series  and  class of the  Fund.  The Fund may be  deemed  to be acting as
distributor  of  securities  of which it is the  issuer,  pursuant to Rule 12b-1
under the  Investment  Company Act of 1940 (the "1940  Act"),  according  to the
terms  of this  Plan.  The  Distributor  is  authorized  under  the  Plan to pay
"Recipients,"  as  hereinafter  defined,  for  rendering  services  and  for the
maintenance of Accounts.  Such Recipients are intended to have certain rights as
third-party beneficiaries under this Plan.                                      

2.  Definitions.  As used in this  Plan,  the  following  terms  shall  have the
following meanings:                                                             

  (a)  "Recipient"  shall mean any  broker,  dealer,  bank or other  institution
  which:  (i) has rendered  services in connection with the personal service and
  maintenance of Accounts;  (ii) shall furnish the Distributor (on behalf of the
  Fund) with such  information as the Distributor  shall  reasonably  request to
  answer such questions as may arise concerning such service; and (iii) has been
  selected   by  the   Distributor   to   receive   payments   under  the  Plan.
  Notwithstanding the foregoing, a majority of the Fund's Board of Trustees (the
  "Board") who are not "interested persons" (as defined in the 1940 Act) and who
  have no direct or indirect financial interest in the operation of this Plan or
  in any  agreements  relating  to this Plan (the  "Independent  Trustees")  may
  remove any broker, dealer, bank or other institution as a Recipient, whereupon
  such entity's rights as a third-party beneficiary hereof shall terminate.  (b)
  "Qualified  Holdings"  shall  mean,  as to any  Recipient,  all  Shares  owned
  beneficially  or of record by: (i) such  Recipient,  or (ii) such brokerage or
  other  customers,  or investment  advisory or other clients of such  Recipient
  and/or  accounts as to which such  Recipient  is a fiduciary  or  custodian or
  co-fiduciary or co-custodian (collectively,  the "Customers"), but in no event
  shall any such Shares be deemed owned by more than one  Recipient for purposes
  of this  Plan.  In the event  that two  entities  would  otherwise  qualify as
  Recipients as to the same Shares,  the Recipient which is the dealer of record
  on the  Fund's  books  shall be deemed  the  Recipient  as to such  Shares for
purposes of this Plan.                                                      

3.    Payments.                                                                 

  (a) Under the Plan,  the Fund will make  payments to the  Distributor,  within
  forty-five (45) days of the end of each calendar quarter, in the amount of the
  lesser of:  (i) .0625%  (.25% on an annual  basis) of the  average  during the
  calendar  quarter of the aggregate net asset value of the Shares,  computed as
  of the close of each business day, or (ii) the  Distributor's  actual expenses
  under  the Plan for  that  quarter  of the type  approved  by the  Board.  The
  Distributor  will use  such fee  received  from  the Fund in its  entirety  to
  reimburse itself for payments to Recipients and for its other expenditures and
  costs of the type  approved  by the  Board  incurred  in  connection  with the
  personal  service and maintenance of Accounts  including,  but not limited to,
  the services  described in the following  paragraph.  The Distributor may make
  Plan payments to any  "affiliated  person" (as defined in the 1940 Act) of the
Distributor if such affiliated person qualifies as a Recipient.             

      The  services  to  be  rendered  by  the  Distributor  and  Recipients  in
  connection  with the  personal  service and the  maintenance  of Accounts  may
  include,  but  shall not be  limited  to,  the  following:  answering  routine
  inquiries from the Recipient's  customers  concerning the Fund, providing such
  customers  with  information on their  investment in shares,  assisting in the
  establishment  and maintenance of accounts or sub-accounts in the Fund, making
  the Fund's  investment  plans and  dividend  payment  options  available,  and
  providing  such  other  information  and  customer  liaison  services  and the
  maintenance of Accounts as the Distributor or the Fund may reasonably request.
  It may be presumed  that a Recipient  has  provided  services  qualifying  for
  compensation  under the Plan if it has Qualified Holdings of Shares to entitle
  it to payments under the Plan. In the event that either the Distributor or the
  Board  should  have  reason  to  believe  that,  notwithstanding  the level of
  Qualified  Holdings,  a Recipient may not be rendering  appropriate  services,
  then the Distributor, at the request of the Board, shall require the Recipient
  to provide a written report or other information to verify that said Recipient
  is providing  appropriate services in this regard. If the Distributor still is
  not  satisfied,  it may take  appropriate  steps to terminate the  Recipient's
  status as such under the Plan, whereupon such entity's rights as a third-party
beneficiary hereunder shall terminate.                                      

      Payments received by the Distributor from the Fund under the Plan will not
  be used to pay any  interest  expense,  carrying  charges  or other  financial
  costs, or allocation of overhead by the Distributor,  or for any other purpose
  other than for the payments described in this Section 3. The amount payable to
  the Distributor each quarter will be reduced to the extent that  reimbursement
  payments otherwise  permissible under the Plan have not been authorized by the
  Board of Trustees for that quarter. Any unreimbursed expenses incurred for any
quarter by the Distributor may not be recovered in later periods.           

      (b) The Distributor shall make payments to any Recipient quarterly, within
      forty-five (45) days of the end of each calendar quarter, at a rate not to
      exceed .0625% (.25% on an annual basis) of the average during the calendar
      quarter of the aggregate net asset value of the Shares  computed as of the
      close of each business day, of Qualified Holdings owned beneficially or of
      record by the  Recipient or by its  Customers.  However,  no such payments
      shall be made to any Recipient for any such quarter in which its Qualified
      Holdings do not equal or exceed,  at the end of such quarter,  the minimum
      amount ("Minimum Qualified Holdings"), if any, to be set from time to time
      by a majority of the Independent  Trustees.  A majority of the Independent
      Trustees  may at any time or from time to time  increase or  decrease  and
      thereafter adjust the rate of fees to be paid to the Distributor or to any
      Recipient,  but not to exceed the rate set forth above, and/or increase or
      decrease the number of shares constituting Minimum Qualified Holdings. The
      Distributor shall notify all Recipients of the Minimum Qualified  Holdings
      and the rate of payments  hereunder  applicable to  Recipients,  and shall
      provide each  Recipient  with written notice within thirty (30) days after
      any change in these  provisions.  Inclusion of such provisions or a change
      in such  provisions  in a  revised  current  prospectus  shall  constitute
sufficient notice.                                                  

  (c)  Under   the  Plan,   payments   may  be  made  to   Recipients:   (i)  by
  OppenheimerFunds,  Inc.  ("OFI")  from its own  resources  (which may  include
  profits  derived from the advisory fee it receives from the Fund),  or (ii) by
the Distributor (a subsidiary of OFI), from its own resources.              

4.  Selection  and  Nomination  of Trustees.  While this Plan is in effect,  the
selection or  replacement  of  Independent  Trustees and the nomination of those
persons to be Trustees of the Fund who are not "interested  persons" of the Fund
shall be committed to the discretion of the Independent Trustees. Nothing herein
shall  prevent  the  Independent  Trustees  from  soliciting  the  views  or the
involvement  of others in such  selection or nomination if the final decision on
any such  selection  and  nomination  is approved by a majority of the incumbent
Independent Trustees.                                                           

5.  Reports.  While  this Plan is in  effect,  the  Treasurer  of the Fund shall
provide at least  quarterly a written report to the Fund's Board for its review,
detailing the amount of all payments made pursuant to this Plan, the identity of
the Recipient of each such payment, and the purposes for which the payments were
made.  The report shall state  whether all  provisions of Section 3 of this Plan
have been complied with. The Distributor shall annually certify to the Board the
amount of its total  expenses  incurred  that year with  respect to the personal
service  and  maintenance  of Accounts in  conjunction  with the Board's  annual
review of the continuation of the Plan.                                         

6. Related  Agreements.  Any agreement  related to this Plan shall be in writing
and shall  provide  that:  (i) such  agreement  may be  terminated  at any time,
without  payment  of any  penalty,  by vote  of a  majority  of the  Independent
Trustees  or by a vote of the  holders of a  "majority"  (as defined in the 1940
Act) of the Fund's  outstanding voting securities of the Class, on not more than
sixty  days  written  notice  to any  other  party to the  agreement;  (ii) such
agreement shall  automatically  terminate in the event of its  "assignment"  (as
defined in the 1940 Act);  (iii) it shall go into effect when approved by a vote
of the Board and its Independent Trustees cast in person at a meeting called for
the purpose of voting on such agreement; and (iv) it shall, unless terminated as
herein  provided,  continue  in  effect  from  year to year only so long as such
continuance  is  specifically  approved  at least  annually by the Board and its
Independent  Trustees  cast in person at a meeting  called  for the  purpose  of
voting on such continuance.                                                     

7. Effectiveness,  Continuation,  Termination and Amendment.  This Plan has been
approved  by a vote of the  Independent  Trustees  cast in  person  at a meeting
called on October 9, 1997 for the purpose of voting on this Plan, and shall take
effect on the date that the Fund's Registration  Statement is declared effective
by the  Securities  and Exchange  Commission.  Unless  terminated as hereinafter
provided,  it shall  continue in effect until  October 31, 1998 and from year to
year  thereafter  or as the Board may otherwise  determine  only so long as such
continuance  is  specifically  approved  at least  annually by the Board and its
Independent  Trustees  cast in person at a meeting  called  for the  purpose  of
voting on such continuance. This Plan may be terminated at any time by vote of a
majority  of the  Independent  Trustees  or by the  vote  of  the  holders  of a
"majority"  (as  defined  in the  1940  Act) of the  Fund's  outstanding  voting
securities of the Class. This Plan may not be amended to increase materially the
amount of payments to be made without  approval of the Class A Shareholders,  in
the manner described  above,  and all material  amendments must be approved by a
vote of the Board and of the Independent Trustees.                              

8. Disclaimer of Shareholder and Trustee Liability.  The Distributor understands
that the  obligations  of the Fund  under  this  Plan are not  binding  upon any
Trustee or  shareholder of the Fund  personally,  but bind only the Fund and the
Fund's property. The Distributor represents that it has notice of the provisions
of the  Declaration  of Trust of the Fund  disclaiming  shareholder  and Trustee
liability for acts or obligations of the Fund.                                  

OPPENHEIMER WORLD BOND FUND     

           By:____________________________________
                 Robert G. Zack, Assistant Secretary

    OPPENHEIMERFUNDS DISTRIBUTOR, INC.

             By: _____________________________________
Katherine P. Feld   
      Vice President & Secretary

         -6-

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         Exhibit D

          AMENDED AND RESTATED

          DECLARATION OF TRUST

          OF

         OPPENHEIMER WORLD BOND FUND

       This AMENDED AND RESTATED  DECLARATION OF TRUST,  made as of ___________,
1998,  by  and  among  the  individuals  executing  this  Amended  and  Restated
Declaration of Trust as the Trustees.                                           

       WHEREAS,  the  Trustees  established  Oppenheimer  World  Bond  Fund (the
"Fund") as a trust fund under the laws of the Commonwealth of Massachusetts, for
the  investment  and  reinvestment  of  funds  contributed   thereto,   under  a
declaration  of Trust dated  October 5, 1988 (the "DOT") hereby amend the DOT in
its entirety to read as follows:                                                

       WHEREAS,  the  Trustees of the Fund have  determined  to amend the Fund's
Declaration of Trust pursuant to the provisions thereof;                        

       NOW,  THEREFORE,  the  Trustees  declare  that  all  money  and  property
contributed  to the trust fund  hereunder  shall be held and managed  under this
Amended and Restated Declaration of Trust IN TRUST as herein set forth below.   

    FIRST:  This Trust shall be known as Oppenheimer World Bond Fund.  The
address of Oppenheimer World Bond Fund is Two World Trade Center, New York,     
New York 10048-0203.  The Registered Agent for Service is Massachusetts         
Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts    
01111, Attention:  Stephen Kuhn, Esq.                                           

     SECOND:  Whenever used herein, unless otherwise required by the context
or specifically provided:                                                       

    1. All terms used in this Declaration of Trust that are defined in the
1940 Act (defined below) shall have the meanings given to them in the 1940 Act. 

       2. "Board" or "Board of Trustees"  or the  "Trustees"  means the Board of
Trustees of the Trust.                                                          

       3. "By-Laws" means the By-Laws of the Trust as amended from time to time.

       4. "Class"  means a class of a series of Shares of the Trust  established
and designated under or in accordance with the provisions of Article FOURTH.    

5.    "Commission" means the Securities and Exchange Commission.  

       6.  "Declaration of Trust" shall mean this Declaration of Trust as it may
be amended or restated from time to time.                                       

       7.    The "1940 Act" refers to the Investment Company Act of 1940 and the
Rules and Regulations of the Commission thereunder, all as amended from time  
to time.                                                                        

       8.  "Series"  refers to series  of  Shares of the Trust  established  and
designated under or in accordance with the provisions of Article FOURTH.        

9. "Shareholder" means a record owner of Shares of the Trust.     

       10. "Shares" refers to the transferable  units of interest into which the
beneficial  interest  in the  Trust or any  Series or Class of the Trust (as the
context may require)  shall be divided from time to time and includes  fractions
of Shares as well as whole Shares.                                              

       11. The "Trust"  refers to the  Massachusetts  business  trust created by
this Declaration of Trust, as amended or restated from time to time.            

       12.  "Trustees"  refers to the  individual  trustees in their capacity as
trustees  hereunder of the Trust and their  successor or successors for the time
being in office as such trustees.                                               

   THIRD:  The purpose or purposes for which the Trust is formed and the
business or objects to be transacted, carried on and promoted by it are as      
follows:                                                                        

       1. To hold, invest or reinvest its funds, and in connection  therewith to
hold part or all of its funds in cash,  and to  purchase or  otherwise  acquire,
hold for investment or otherwise, sell, sell short, assign, negotiate, transfer,
exchange or otherwise dispose of or turn to account or realize upon,  securities
(which term  "securities"  shall for the purposes of this  Declaration of Trust,
without limitation of the generality  thereof,  be deemed to include any stocks,
shares,  bonds,  financial  futures  contracts,   indexes,  debentures,   notes,
mortgages or other  obligations,  and any  certificates,  receipts,  warrants or
other instruments representing rights to receive,  purchase or subscribe for the
same, or evidencing or representing any other rights or interests therein, or in
any  property or assets)  created or issued by any issuer  (which term  "issuer"
shall for the purposes of this Declaration of Trust,  without  limitation of the
generality  thereof  be deemed to  include  any  persons,  firms,  associations,
corporations,  syndicates, business trusts, partnerships,  investment companies,
combinations,  organizations,  governments,  or  subdivisions  thereof)  and  in
financial   instruments   (whether   they  are   considered   as  securities  or
commodities); and to exercise, as owner or holder of any securities or financial
instruments, all rights, powers and privileges in respect thereof; and to do any
and all  acts and  things  for the  preservation,  protection,  improvement  and
enhancement in value of any or all such securities or financial instruments.    

       2. To  borrow  money and  pledge  assets  in  connection  with any of the
objects  or  purposes  of the  Trust,  and to issue  notes or other  obligations
evidencing such  borrowings,  to the extent permitted by the 1940 Act and by the
Trust's fundamental investment policies under the 1940 Act.                     

       3. To issue and sell its Shares in such  Series and  Classes  and amounts
and on such terms and conditions,  for such purposes and for such amount or kind
of  consideration  (including  without  limitation  thereto,  securities) now or
hereafter permitted by the laws of the Commonwealth of Massachusetts and by this
Declaration of Trust, as the Trustees may determine.                            

       4. To purchase or otherwise acquire, hold, dispose of, resell,  transfer,
reissue,  redeem or cancel its Shares, or to classify or reclassify any unissued
Shares or any Shares  previously  issued and  reacquired  of any Series or Class
into one or more Series or Classes that may have been established and designated
from time to time,  all without the vote or consent of the  Shareholders  of the
Trust,  in any  manner  and to the extent  now or  hereafter  permitted  by this
Declaration of Trust.                                                           

      5. To conduct its business in all its branches at one or more offices in
 New York, Colorado  and elsewhere in any part of the world, without restriction
or limit as to extent.                                                        

       6. To carry  out all or any of the  foregoing  objects  and  purposes  as
principal  or  agent,  and  alone or with  associates  or to the  extent  now or
hereafter  permitted  by the laws of  Massachusetts,  as a member  of, or as the
owner or holder of any stock of, or share of  interest  in, any  issuer,  and in
connection  therewith  or make or enter  into such deeds or  contracts  with any
issuers and to do such acts and things and to exercise such powers, as a natural
person could lawfully make, enter into, do or exercise.                         

       7. To do any and all such further acts and things and to exercise any and
all such further powers as may be necessary,  incidental,  relative,  conducive,
appropriate or desirable for the  accomplishment,  carrying out or attainment of
all or any of the foregoing purposes or objects.                                

             The  foregoing  objects and  purposes  shall,  except as  otherwise
expressly  provided,  be in no way limited or  restricted  by  reference  to, or
inference  from,  the terms of any other clause of this or any other  Article of
this  Declaration  of Trust,  and shall  each be  regarded  as  independent  and
construed  as powers as well as objects and  purposes,  and the  enumeration  of
specific  purposes,  objects  and  powers  shall  not be  construed  to limit or
restrict in any manner the meaning of general terms or the general powers of the
Trust  now  or  hereafter   conferred  by  the  laws  of  the   Commonwealth  of
Massachusetts  nor shall  the  expression  of one  thing be  deemed  to  exclude
another,  though  it  be of a  similar  or  dissimilar  nature,  not  expressed;
provided,  however,  that the Trust shall not carry on any business, or exercise
any powers,  in any state,  territory,  district or country except to the extent
that the same may lawfully be carried on or exercised under the laws thereof.   
FOURTH:                                                           

       1. The beneficial interest in the Trust shall be divided into Shares, all
without par value,  but the Trustees shall have the authority from time to time,
without obtaining  shareholder  approval, to create one or more Series of Shares
in addition to the Series  specifically  established and designated in part 3 of
this  Article  FOURTH,  and to divide the shares of any Series  into two or more
Classes pursuant to Part 2 of this Article FOURTH, all as they deem necessary or
desirable,  to establish and designate  such Series and Classes,  and to fix and
determine the relative rights and preferences as between the different Series of
Shares or Classes as to right of redemption  and the price,  terms and manner of
redemption, liabilities and expenses to be borne by any Series or Class, special
and relative rights as to dividends and other  distributions and on liquidation,
sinking or purchase  fund  provisions,  conversion  on  liquidation,  conversion
rights,  and  conditions  under which the several  Series or Classes  shall have
individual voting rights or no voting rights. Except as aforesaid, all Shares of
the different Series shall be identical.                                        

       (a) The  number of  authorized  Shares  and the  number of Shares of each
Series  and each  Class of a Series  that may be  issued is  unlimited,  and the
Trustees  may  issue  Shares  of any  Series  or  Class of any  Series  for such
consideration  and on such terms as they may determine (or for no  consideration
if pursuant to a Share dividend or split-up),  all without action or approval of
the  Shareholders.  All  Shares  when so issued on the terms  determined  by the
Trustees  shall be fully paid and  non-assessable.  The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued and reacquired of
any Series into one or more Series or Classes of Series that may be  established
and designated  from time to time. The Trustees may hold as treasury  Shares (of
the same or some other Series), reissue for such consideration and on such terms
as they may determine,  or cancel,  at their  discretion  from time to time, any
Shares of any Series reacquired by the Trust.                                   

       (b) The  establishment  and designation of any Series or any Class of any
Series in addition to that  established and designated in part 3 of this Article
FOURTH shall be effective with the effectiveness of an instrument  setting forth
such  establishment  and  designation and the relative rights and preferences of
such  Series or such  Class of such  Series  or as  otherwise  provided  in such
instrument.  At any time that there are no Shares  outstanding of any particular
Series previously established and designated,  the Trustees may by an instrument
executed by a majority of their number abolish that Series and the establishment
and designation thereof. If and to the extent the instrument referred to in this
paragraph shall be an amendment to this  Declaration of Trust,  the Trustees may
make any such amendment without shareholder approval.                           

       (c)  Any  Trustee,   officer  or  other  agent  of  the  Trust,  and  any
organization  in which any such person is interested may acquire,  own, hold and
dispose  of Shares of any Series or Class of any Series of the Trust to the same
extent as if such  person  were not a  Trustee,  officer  or other  agent of the
Trust;  and the Trust may issue and sell or cause to be issued  and sold and may
purchase Shares of any Series or Class of any Series from any such person or any
such organization subject only to the general limitations, restrictions or other
provisions  applicable to the sale or purchase of Shares of such Series or Class
generally.                                                                      

       2. The  Trustees  shall  have the  authority  from time to time,  without
obtaining  shareholder  approval, to divide the Shares of any Series into two or
more Classes as they deem necessary or desirable, and to establish and designate
such Classes. In such event, each Class of a Series shall represent interests in
the designated Series of the Trust and have such voting,  dividend,  liquidation
and other rights as may be established and designated by the Trustees.  Expenses
and  liabilities  related  directly or  indirectly to the Shares of a Class of a
Series  may be  borne  solely  by such  Class  (as  shall be  determined  by the
Trustees)  and,  as  provided  in  Article  FIFTH,  a Class of a Series may have
exclusive  voting rights with respect to matters  relating solely to such Class.
The bearing of expenses and liabilities  solely by a Class of Shares of a Series
shall be appropriately  reflected (in the manner  determined by the Trustees) in
the net asset value, dividend and liquidation rights of the Shares of such Class
of a Series.  The  division of the Shares of a Series into Classes and the terms
and  conditions  pursuant to which the Shares of the Classes of a Series will be
issued must be made in compliance  with the 1940 Act. No division of Shares of a
Series into Classes  shall result in the creation of a Class of Shares  having a
preference as to dividends or  distributions or a preference in the event of any
liquidation,  termination  or  winding up of the  Trust,  to the  extent  such a
preference is prohibited by Section 18 of the 1940 Act as to the Trust.         

       The relative rights and  preferences of Shares of different  Classes of a
Series shall be the same in all respects  except that,  and unless and until the
Board of Trustees shall determine otherwise:  (i) when a vote of Shareholders is
required under this  Declaration of Trust or when a meeting of  Shareholders  is
called by the Board of Trustees, the Shares of a Class shall vote exclusively on
matters that affect that Class only; (ii) the expenses and  liabilities  related
to a Class shall be borne solely by such Class (as  determined  and allocated to
such Class by the Trustees from time to time in a manner consistent with parts 2
and 3 of Article  FOURTH);  and (iii) pursuant to paragraph 10 of Article NINTH,
the Shares of each Class shall have such other rights and preferences as are set
forth from time to time in the then  effective  prospectus  and/or  statement of
additional  information  relating to the Shares.  Dividends and distributions on
one Class of Shares may differ from the dividends and  distributions  on another
Class of Shares of the  Series,  and the net asset  value of one Class of Shares
may differ from the net asset value of another Class of Shares of the Series.   

       3. Without  limiting the authority of the Trustees set forth in part 1 of
this Article FOURTH to establish and designate any further Series,  the Trustees
hereby  establish  one Series of Shares  having the same name as the Trust,  and
said Shares  shall be divided  into such number of Classes as shall be set forth
from  time  to  time  in the  then  effective  prospectus  and/or  statement  of
additional  information  relating to the Fund. The Shares of that Series and any
Shares  of any  further  Series  or  Classes  that  may  from  time  to  time be
established and designated by the Trustees shall (unless the Trustees  otherwise
determine  with  respect  to some  further  Series  or  Classes  at the  time of
establishing  and designating  the same) have the following  relative rights and
preferences:                                                                    

       (a) Assets Belonging to Series.  All consideration  received by the Trust
for the issue or sale of Shares of a particular Series, together with all assets
in which such  consideration  is invested or reinvested,  all income,  earnings,
profits,  and proceeds  thereof,  including any proceeds  derived from the sale,
exchange or liquidation of such assets,  and any funds or payments  derived from
any  reinvestment  of such  proceeds  in  whatever  form the same may be,  shall
irrevocably  belong to that Series for all purposes,  subject only to the rights
of  creditors,  and shall be so recorded upon the books of account of the Trust.
Such consideration,  assets,  income,  earnings,  profits, and proceeds thereof,
including any proceeds  derived from the sale,  exchange or  liquidation of such
assets,  and any  funds  or  payments  derived  from  any  reinvestment  of such
proceeds,  in whatever  form the same may be,  together  with any General  Items
allocated  to that  Series as  provided in the  following  sentence,  are herein
referred to as "assets  belonging  to" that Series.  In the event that there are
any assets, income, earnings,  profits, and proceeds thereof, funds, or payments
which  are not  readily  identifiable  as  belonging  to any  particular  Series
(collectively  "General Items"),  the Trustees shall allocate such General Items
to and among any one or more of the Series  established and designated from time
to time in such manner and on such basis as they, in their sole discretion, deem
fair and  equitable;  and any General Items so allocated to a particular  Series
shall  belong to that Series.  Each such  allocation  by the  Trustees  shall be
conclusive and binding upon the shareholders of all Series for all purposes.    

       (b)(1) Liabilities Belonging to Series. The liabilities, expenses, costs,
charges and reserves  attributable to each Series shall be charged and allocated
to the assets  belonging to each  particular  Series.  Any general  liabilities,
expenses, costs, charges and reserves of the Trust which are not identifiable as
belonging  to any  particular  Series  shall be  allocated  and  charged  by the
Trustees to and among any one or more of the Series  established  and designated
from time to time in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable.  The liabilities,  expenses,  costs, charges
and reserves  allocated and so charged to each Series are herein  referred to as
"liabilities   belonging  to"  that  Series.  Each  allocation  of  liabilities,
expenses,  costs,  charges and reserves by the Trustees  shall be conclusive and
binding upon the shareholders of all Series for all purposes.                   

       (2)  Liabilities  Belonging to a Class.  If a Series is divided into more
than  one  Class,  the  liabilities,   expenses,  costs,  charges  and  reserves
attributable  to a Class  shall be charged and  allocated  to the Class to which
such liabilities,  expenses,  costs,  charges or reserves are attributable.  Any
general  liabilities,  expenses,  costs,  charges or reserves  belonging  to the
Series which are not  identifiable as belonging to any particular Class shall be
allocated  and  charged  by the  Trustees  to and  among  any one or more of the
Classes  established and designated from time to time in such manner and on such
basis as the  Trustees in their sole  discretion  deem fair and  equitable.  The
liabilities,  expenses,  costs, charges and reserves allocated and so charged to
each Class are herein referred to as "liabilities belonging to" that Class. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall  be  conclusive  and  binding  upon the  holders  of all  Classes  for all
purposes.                                                                       

       (c)  Dividends.  Dividends  and  distributions  on Shares of a particular
Series or Class may be paid to the  holders  of Shares of that  Series or Class,
with  such  frequency  as the  Trustees  may  determine,  which  may be daily or
otherwise pursuant to a standing  resolution or resolutions adopted only once or
with such  frequency  as the Trustees  may  determine,  from such of the income,
capital  gains  accrued or realized,  and capital and  surplus,  from the assets
belonging to that Series,  as the Trustees may  determine,  after  providing for
actual and accrued liabilities  belonging to such Series or Class. All dividends
and distributions on Shares of a particular Series or Class shall be distributed
pro rata to the Shareholders of such Series or Class in proportion to the number
of Shares of such Series or Class held by such Shareholders at the date and time
of record established for the payment of such dividends or distributions, except
that in connection  with any dividend or  distribution  program or procedure the
Trustees  may  determine  that no dividend or  distribution  shall be payable on
Shares as to which the Shareholder's purchase order and/or payment have not been
received by the time or times  established by the Trustees under such program or
procedure.  Such dividends and  distributions may be made in cash or Shares or a
combination  thereof as  determined  by the  Trustees or pursuant to any program
that the  Trustees  may have in  effect  at the  time for the  election  by each
Shareholder of the mode of the making of such dividend or  distribution  to that
Shareholder.  Any such dividend or  distribution  paid in Shares will be paid at
the net asset value thereof as determined  in  accordance  with  paragraph 13 of
Article SEVENTH.                                                                

       (d)  Liquidation.  In the event of the  liquidation or dissolution of the
Trust,  the Shareholders of each Series and all Classes of each Series that have
been  established  and designated  shall be entitled to receive,  as a Series or
Class, when and as declared by the Trustees,  the excess of the assets belonging
to that  Series over the  liabilities  belonging  to that  Series or Class.  The
assets so  distributable  to the Shareholders of any particular Class and Series
shall be  distributed  among such  Shareholders  in  proportion to the number of
Shares of such Class of that  Series  held by them and  recorded on the books of
the Trust.                                                                      

       (e)  Transfer.  All Shares of each  particular  Series or Class  shall be
transferable,  but transfers of Shares of a particular  Class and Series will be
recorded on the Share transfer records of the Trust applicable to such Series or
Class of that Series only at such times as Shareholders  shall have the right to
require the Trust to redeem Shares of such Series or Class of that Series and at
such other times as may be permitted by the Trustees.                           

       (f)  Equality.   Each  Share  of  a  Series  shall   represent  an  equal
proportionate  interest in the assets  belonging to that Series  (subject to the
liabilities  belonging  to such  Series or any Class of that  Series),  and each
Share of any particular Series shall be equal to each other Share of that Series
and shares of each Class of a Series  shall be equal to each other Share of such
Class;  but the provisions of this sentence shall not restrict any  distinctions
permissible  under this Article  FOURTH that may exist with respect to Shares of
the different Classes of a Series.  The Trustees may from time to time divide or
combine  the Shares of any  particular  Class or Series into a greater or lesser
number  of  Shares  of  that  Class  or  Series  without  thereby  changing  the
proportionate  beneficial  interest  in the assets  belonging  to that Series or
allocable to that Class in any way  affecting  the rights of Shares of any other
Class or Series.                                                                

       (g) Fractions.  Any fractional Share of any Class and Series, if any such
fractional Share is outstanding,  shall carry proportionately all the rights and
obligations  of a whole Share of that Class and Series,  including  those rights
and obligations with respect to voting,  receipt of dividends and distributions,
redemption of Shares, and liquidation of the Trust.                             

       (h) Conversion Rights. Subject to compliance with the requirements of the
1940 Act, the Trustees  shall have the  authority to provide that (i) holders of
Shares of any Series shall have the right to exchange said Shares into Shares of
one or more other  Series of Shares,  (ii)  holders of shares of any Class shall
have the right to exchange  said Shares into Shares of one or more other Classes
of the same or a different  Series,  and/or (iii) the Trust shall have the right
to carry out  exchanges of the aforesaid  kind, in each case in accordance  with
such requirements and procedures as may be established by the Trustees.         

       (i) Ownership of Shares. The ownership of Shares shall be recorded on the
books of the Trust or of a transfer or similar agent for the Trust,  which books
shall be maintained  separately for the Shares of each Class and Series that has
been established and designated.  No  certification  certifying the ownership of
Shares need be issued except as the Trustees may otherwise  determine  from time
to time. The Trustees may make such rules as they consider  appropriate  for the
issuance of Share certificates, the use of facsimile signatures, the transfer of
Shares and similar  matters.  The record books of the Trust as kept by the Trust
or any transfer or similar agent,  as the case may be, shall be conclusive as to
who are the Shareholders and as to the number of Shares of each Class and Series
held from time to time by each such Shareholder.                                

       (j) Investments in the Trust. The Trustees may accept  investments in the
Trust  from  such  persons  and on such  terms and for such  consideration,  not
inconsistent  with the  provisions  of the 1940  Act,  as they from time to time
authorize.  The Trustees may authorize any distributor,  principal  underwriter,
custodian,  transfer  agent or other person to accept orders for the purchase or
sale of Shares that conform to such authorized  terms and to reject any purchase
or sale orders for Shares whether or not conforming to such authorized terms.   

 FIFTH:  The following provisions are hereby adopted with respect to
voting Shares of the Trust and certain other rights:                            

       1. The Shareholders  shall have the power to vote (a) for the election of
Trustees when that issue is submitted to them, (b) with respect to the amendment
of this  Declaration  of Trust except where the Trustees are given  authority to
amend the  Declaration of Trust without  shareholder  approval,  (c) to the same
extent  as the  shareholders  of a  Massachusetts  business  corporation,  as to
whether  or not a court  action,  proceeding  or  claim  should  be  brought  or
maintained  derivatively  or as a class  action  on  behalf  of the Trust or the
Shareholders, and (d) with respect to those matters relating to the Trust as may
be required by the 1940 Act or required by law, by this Declaration of Trust, or
the By-Laws of the Trust or any  registration  statement of the Trust filed with
the Commission or any State, or as the Trustees may consider desirable.         

       2. The Trust will not hold  shareholder  meetings  unless required by the
1940 Act, the provisions of this  Declaration of Trust, or any other  applicable
law. The Trustees may call a meeting of shareholders from time to time.         

       3. Except as herein otherwise provided,  at all meetings of Shareholders,
each  Shareholder  shall be entitled to one vote on each matter  submitted  to a
vote of the  Shareholders  of the affected Series for each Share standing in his
name on the  books  of the  Trust on the  date,  fixed  in  accordance  with the
By-Laws,  for  determination  of Shareholders of the affected Series entitled to
vote at such meeting  (except,  if the Board so determines,  for Shares redeemed
prior to the meeting),  and each such Series shall vote separately  ("Individual
Series  Voting");  a Series  shall be deemed to be  affected  when a vote of the
holders  of that  Series on a matter  is  required  by the 1940  Act;  provided,
however,  that as to any matter with respect to which a vote of  Shareholders is
required by the 1940 Act or by any  applicable  law that must be complied  with,
such requirements as to a vote by Shareholders shall apply in lieu of Individual
Series  Voting as  described  above.  If the shares of a Series shall be divided
into Classes as provided in Article FOURTH,  the shares of each Class shall have
identical  voting  rights  except that the Trustees,  in their  discretion,  may
provide a Class of a Series with exclusive voting rights with respect to matters
which  relate  solely to such  Classes.  If the  Shares of any  Series  shall be
divided into Classes with a Class having exclusive voting rights with respect to
certain matters, the quorum and voting requirements described below with respect
to action to be taken by the  Shareholders  of the Class of such  Series on such
matters shall be  applicable  only to the Shares of such Class.  Any  fractional
Share shall carry proportionately all the rights of a whole Share, including the
right to vote and the right to receive  dividends.  The presence in person or by
proxy of the holders of one-third of the Shares,  or of the Shares of any Series
or  Class  of any  Series,  outstanding  and  entitled  to  vote  thereat  shall
constitute  a quorum at any  meeting of the  Shareholders  or of that  Series or
Class,  respectively;  provided  however,  that if any action to be taken by the
Shareholders or by a Series or Class at a meeting  requires an affirmative  vote
of a majority,  or more than a majority,  of the shares outstanding and entitled
to vote, then in such event the presence in person or by proxy of the holders of
a majority  of the shares  outstanding  and  entitled  to vote at such a meeting
shall constitute a quorum for all purposes. At a meeting at which is a quorum is
present,  a vote of a majority of the quorum shall be sufficient to transact all
business at the meeting,  except as otherwise  provided in Article NINTH.  If at
any meeting of the Shareholders  there shall be less than a quorum present,  the
Shareholders  or the  Trustees  present at such  meeting  may,  without  further
notice,  adjourn the same from time to time until a quorum shall attend,  but no
business shall be transacted at any such adjourned  meeting except such as might
have been lawfully transacted had the meeting not been adjourned.               

       4. Each Shareholder,  upon request to the Trust in proper form determined
by the Trust,  shall be  entitled  to require  the Trust to redeem  from the net
assets  of that  Series  all or part of the  Shares  of such  Series  and  Class
standing in the name of such Shareholder. The method of computing such net asset
value,  the time at which such net asset value  shall be  computed  and the time
within  which the Trust shall make  payment  therefor,  shall be  determined  as
hereinafter   provided  in  Article  SEVENTH  of  this   Declaration  of  Trust.
Notwithstanding the foregoing, the Trustees, when permitted or required to do so
by the 1940 Act, may suspend the right of the  Shareholders to require the Trust
to redeem Shares.                                                               

       5. No Shareholder  shall,  as such holder,  have any right to purchase or
subscribe  for any  Shares of the Trust  which it may issue or sell,  other than
such right, if any, as the Trustees, in their discretion, may determine.        

       6. All persons who shall acquire Shares shall acquire the same subject to
the provisions of the Declaration of Trust.                                     

     7. Cumulative voting for the election of Trustees shall not be allowed.

SIXTH:                                                            

       1. The persons who shall act as initial  Trustees until the first meeting
or until their  successors are duly chosen and qualify are the initial  trustees
executing this Declaration of Trust or any counterpart thereof.                 
However,  the  By-Laws of the Trust may fix the number of  Trustees  at a number
greater or lesser  than the number of initial  Trustees  and may  authorize  the
Trustees to increase or decrease the number of Trustees,  to fill any  vacancies
on the Board which may occur for any reason  including any vacancies  created by
any such  increase  in the  number  of  Trustees,  to set and alter the terms of
office of the  Trustees  and to lengthen or lessen  their own terms of office or
make their terms of office of indefinite duration,  all subject to the 1940 Act.
Unless otherwise  provided by the By-Laws of the Trust, the Trustees need not be
Shareholders.                                                                   

       2. A Trustee at any time may be removed  either with or without  cause by
resolution duly adopted by the affirmative  vote of the holders of two-thirds of
the  outstanding  Shares,  present  in  person  or by  proxy at any  meeting  of
Shareholders  called  for such  purpose;  such a meeting  shall be called by the
Trustees  when  requested in writing to do so by the record  holders of not less
than ten percent of the outstanding Shares. A Trustee may also be removed by the
Board of Trustees as provided in the By-Laws of the Trust.                      

       3. The Trustees shall make available a list of names and addresses of all
Shareholders as recorded on the books of the Trust,  upon receipt of the request
in writing signed by not less than ten Shareholders  (who have been shareholders
for at least six months) holding in the aggregate  shares of the Trust valued at
not less  than  $25,000  at  current  offering  price  (as  defined  in the then
effective Prospectus and\or Statement of Additional  Information relating to the
Shares  under  the  Securities  Act of 1933,  as  amended  from time to time) or
holding  not less than 1% in amount of the  entire  amount of Shares  issued and
outstanding;  such request must state that such Shareholders wish to communicate
with other  Shareholders with a view to obtaining  signatures to a request for a
meeting  to  take  action  pursuant  to  part 2 of  this  Article  SIXTH  and be
accompanied by a form of communication to the Shareholders. The Trustees may, in
their  discretion,  satisfy their  obligation under this part 3 by either making
available the Shareholder list to such  Shareholders at the principal offices of
the Trust,  or at the  offices of the Trust's  transfer  agent,  during  regular
business hours, or by mailing a copy of such  communication and form of request,
at the expense of such requesting Shareholders,  to all other Shareholders,  and
the Trustees may also take such other action as may be permitted  under  Section
16(c) of the 1940 Act.                                                          

       4. The Trust may at any time or from time to time apply to the Commission
for one or more  exemptions  from all or part of said Section  16(c) of the 1940
Act,  and, if an exemptive  order or orders are issued by the  Commission,  such
order or orders shall be deemed part of said  Section  16(c) for the purposes of
parts 2 and 3 of this Article SIXTH.                                            

   SEVENTH:  The following provisions are hereby adopted for the purpose
of defining, limiting and regulating the powers of the Trust, the Trustees      
and the Shareholders.                                                           

       1. As soon as any  Trustee  is duly  elected by the  Shareholders  or the
Trustees and shall have accepted this Trust,  the Trust estate shall vest in the
new Trustee or Trustees,  together  with the  continuing  Trustees,  without any
further act or conveyance, and he or she shall be deemed a Trustee hereunder.   

       2.  The  death,  declination,   resignation,   retirement,   removal,  or
incapacity  of the Trustees,  or any one of them,  shall not operate to annul or
terminate  the Trust but the  Trust  shall  continue  in full  force and  effect
pursuant to the terms of this Declaration of Trust.                             

       3. The  assets of the Trust  shall be held  separate  and apart  from any
assets now or hereafter held in any capacity other than as Trustee  hereunder by
the Trustees or any successor Trustees.  All of the assets of the Trust shall at
all times be considered as vested in the Trustees. No Shareholder shall have, as
a holder of  beneficial  interest in the Trust,  any  authority,  power or right
whatsoever to transact  business for or on behalf of the Trust,  or on behalf of
the Trustees,  in connection with the property or assets of the Trust, or in any
part thereof.                                                                   

     4. The Trustees in all instances shall act as principals, and are and shall
be free from the control of the Shareholders. The Trustees shall have full power
and  authority to do any and all acts and to make and execute,  and to authorize
the officers and agents of the Trust to make and execute,  any and all contracts
and  instruments  that they may consider  necessary or appropriate in connection
with the management of the Trust.  The Trustees shall not in any way be bound or
limited by present or future laws or customs in regard to Trust investments, but
shall have full authority and power to make any and all investments  which they,
in their uncontrolled discretion, shall deem proper to accomplish the purpose of
this Trust. Subject to any applicable limitation in this Declaration of Trust or
by the By-Laws of the Trust, the Trustees shall have power and authority:       

       (a) to adopt  By-Laws not  inconsistent  with this  Declaration  of Trust
providing  for the conduct of the  business of the Trust and to amend and repeal
them to the extent that they do not reserve that right to the Shareholders;     

       (b) to elect and remove such  officers  and appoint  and  terminate  such
officers as they consider  appropriate with or without cause, and to appoint and
designate from among the Trustees such committees as the Trustees may determine,
and to terminate any such committee and remove any member of such committee;    

       (c) to employ  as  custodian  of any  assets of the Trust a bank or trust
company  or any other  entity  qualified  and  eligible  to act as a  custodian,
subject  to any  conditions  set  forth in this  Declaration  of Trust or in the
By-Laws;                                                                        

      (d) to retain a transfer agent and shareholder servicing agent, or both;

       (e) to provide for the  distribution of Shares either through a principal
underwriter or the Trust itself or both;                                        

       (f) to set record dates in the manner  provided for in the By-Laws of the
Trust;                                                                          

       (g) to delegate such authority as they consider desirable to any officers
of the Trust and to any agent, custodian or underwriter;                        

       (h) to vote or give  assent,  or exercise any rights of  ownership,  with
respect to stock or other securities or property held in Trust hereunder; and to
execute and deliver powers of attorney to such person or persons as the Trustees
shall deem proper,  granting to such person or persons such power and discretion
with relation to securities or property as the Trustees shall deem proper;      

       (i) to exercise  powers and rights of  subscription or otherwise which in
any manner arise out of ownership of securities held in trust hereunder;        

       (j) to hold any security or property in a form not  indicating any trust,
whether in bearer, unregistered or other negotiable form, either in its own name
or in the name of a custodian or a nominee or  nominees,  subject in either case
to proper safeguards  according to the usual practice of Massachusetts  business
trusts or investment companies;                                                 

       (k) to  consent  to or  participate  in any plan for the  reorganization,
consolidation or merger of any corporation or concern,  any security of which is
held in the Trust; to consent to any contract,  lease,  mortgage,  purchase,  or
sale  of  property  by  such  corporation  or  concern,  and  to  pay  calls  or
subscriptions with respect to any security held in the Trust;                   

       (l) to compromise,  arbitrate,  or otherwise adjust claims in favor of or
against the Trust or any matter in  controversy  including,  but not limited to,
claims for taxes;                                                               

       (m) to make,  in the manner  provided in the  By-Laws,  distributions  of
income and of capital gains to Shareholders;                                    

    (n)   to borrow money to the extent and in the manner permitted by the
1940 Act and the Trust's fundamental policy thereunder as to borrowing;       

       (o) to enter into investment advisory or management contracts, subject to
the  1940  Act,  with  any  one  or  more  corporations,  partnerships,  trusts,
associations or other persons;                                                  

       (p) to  change  the name of the Trust or any Class or Series of the Trust
as they consider appropriate without prior shareholder approval;                

       (q) to establish officers' and Trustees' fees or compensation and fees or
compensation  for  committees  of the  Trustees  to be paid by the Trust or each
Series thereof in such manner and amount as the Trustees may determine; and     

      (r)   to engage, employ or appoint any person or entities to perform any
act for the Trust or the Trustees and to authorize their compensation.        

       5. No one dealing with the Trustees shall be under any obligation to make
any  inquiry  concerning  the  authority  of  the  Trustees,  or to  see  to the
application of any payments made or property transferred to the Trustees or upon
their order.                                                                    

       6.  (a)  The  Trustees  shall  have no  power  to  bind  any  Shareholder
personally or to call upon any  Shareholder  for the payment of any sum of money
or  assessment  whatsoever  other than such as the  Shareholder  may at any time
personally agree to pay by way of subscription to any Shares or otherwise.  This
paragraph shall not limit the right of the Trustees to assert claims against any
shareholder  based upon the acts or  omissions  of such  shareholder  or for any
other  reason.  There is hereby  expressly  disclaimed  shareholder  and Trustee
liability for the acts and obligations of the Trust. Every note, bond,  contract
or other  undertaking  issued  by or on  behalf  of the  Trust  or the  Trustees
relating  to the  Trust  shall  include  a notice  and  provision  limiting  the
obligation  represented thereby to the Trust and its assets (but the omission of
such  notice  and  provision  shall not  operate  to  impose  any  liability  or
obligation on any Shareholder).                                                 

       (b) Whenever this Declaration of Trust calls for or permits any action to
be taken by the  Trustees  hereunder,  such action  shall mean that taken by the
Board of Trustees  by vote of the  majority of a quorum of Trustees as set forth
from time to time in the By-Laws of the Trust or as required by the 1940 Act.   

     (c) The Trustees shall possess and exercise any and all such additional
powers as are reasonably implied from the powers herein contained  such as      
may be necessary or convenient in the conduct of any business or enterprise     
of the Trust, to do and perform anything necessary, suitable, or proper for     
the accomplishment of any of the purposes, or the attainment of any one or      
more of the objects, herein enumerated, or which shall at any time appear       
conducive to or expedient for the protection or benefit of the Trust, and to    
do and perform all other acts and things necessary or incidental to the         
purposes herein before set forth, or that may be deemed necessary by the        
Trustees.                                                                       

     (d)   The Trustees shall have the power, to the extent not inconsistent
with the 1940 Act,  to determine conclusively whether any moneys, securities,   
or other properties of the Trust are, for the purposes of this Trust, to be     
considered as capital or income and in what manner any expenses or              
disbursements are to be borne as between capital and income whether or not in   
the absence of this provision such moneys, securities, or other properties      
would be regarded as capital or income and whether or not in the absence of     
this provision such expenses or disbursements would ordinarily be charged to    
capital or to income.                                                           

       7. The  By-Laws of the Trust may divide the  Trustees  into  classes  and
prescribe the tenure of office of the several  classes,  but no class of Trustee
shall be elected for a period  shorter  than that from the time of the  election
following the division into classes until the next meeting and  thereafter for a
period  shorter than the interval  between  meetings or for a period longer than
five years, and the term of office of at least one class shall expire each year.

       8.  The  Shareholders  shall  have  the  right to  inspect  the  records,
documents, accounts and books of the Trust, subject to reasonable regulations of
the  Trustees,  not  contrary  to  Massachusetts  law, as to whether and to what
extent, and at what times and places, and under what conditions and regulations,
such right shall be exercised.                                                  

       9.  Any  officer   elected  or  appointed  by  the  Trustees  or  by  the
Shareholders or otherwise, may be removed at any time, with or without cause, in
such lawful manner as may be provided in the By-Laws of the Trust.              

       10. The  Trustees  shall have  power to hold their  meetings,  to have an
office or offices and,  subject to the provisions of the laws of  Massachusetts,
to keep the books of the Trust  outside of said  Commonwealth  at such places as
may from time to time be designated by them. Action may be taken by the Trustees
without a meeting by unanimous written consent or by telephone or similar method
of communication.                                                               

       11.  Securities held by the Trust shall be voted in person or by proxy by
the President or a  Vice-President,  or such officer or officers of the Trust as
the Trustees shall designate for the purpose, or by a proxy or proxies thereunto
duly  authorized  by the  Trustees,  except as otherwise  ordered by vote of the
holders of a majority of the Shares  outstanding and entitled to vote in respect
thereto.                                                                        

       12. (a) Subject to the  provisions of the 1940 Act, any Trustee,  officer
or employee,  individually,  or any partnership of which any Trustee, officer or
employee  may be a  member,  or any  corporation  or  association  of which  any
Trustee,  officer or employee  may be an officer,  partner,  director,  trustee,
employee or stockholder,  or otherwise may have an interest,  may be a party to,
or may be pecuniarily or otherwise interested in, any contract or transaction of
the Trust, and in the absence of fraud no contract or other transaction shall be
thereby affected or invalidated;  provided that in such case a Trustee,  officer
or employee or a  partnership,  corporation  or  association of which a Trustee,
officer  or  employee  is a member,  officer,  director,  trustee,  employee  or
stockholder  is so  interested,  such fact shall be disclosed or shall have been
known to the Trustees including those Trustees who are not so interested and who
are neither  "interested" nor "affiliated" persons as those terms are defined in
the 1940 Act, or a majority  thereof;  and any Trustee who is so interested,  or
who is also a director,  officer,  partner,  trustee, employee or stockholder of
such other  corporation or a member of such partnership or association  which is
so interested,  may be counted in  determining  the existence of a quorum at any
meeting of the Trustees which shall  authorize any such contract or transaction,
and may vote thereat to authorize  any such contract or  transaction,  with like
force and effect as if he were not so interested.                               

       (b) Specifically,  but without limitation of the foregoing, the Trust may
enter into a management or investment advisory contract or underwriting contract
and other  contracts  with,  and may  otherwise do business  with any manager or
investment  adviser for the Trust and/or principal  underwriter of the Shares of
the Trust or any  subsidiary  or  affiliate  of any such  manager or  investment
adviser and/or principal underwriter and may permit any such firm or corporation
to enter  into  any  contracts  or other  arrangements  with any  other  firm or
corporation relating to the Trust notwithstanding that the Trustees of the Trust
may be composed in part of  partners,  directors,  officers or  employees of any
such firm or  corporation,  and officers of the Trust may have been or may be or
become  partners,   directors,  officers  or  employees  of  any  such  firm  or
corporation,  and in the  absence  of  fraud  the  Trust  and any  such  firm or
corporation may deal freely with each other, and no such contract or transaction
between the Trust and any such firm or  corporation  shall be  invalidated or in
any way  affected  thereby,  nor shall any  Trustee  or  officer of the Trust be
liable to the Trust or to any  Shareholder  or creditor  thereof or to any other
person for any loss incurred by it or him solely because of the existence of any
such contract or  transaction;  provided  that nothing  herein shall protect any
director or officer of the Trust  against any  liability  to the trust or to its
security  holders  to which he would  otherwise  be subject by reason of willful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved in the conduct of his office.                                          

       (c) As used in this paragraph the following terms shall have the meanings
set forth below:                                                                

                       (i)     the term "indemnitee" shall mean any present or
former Trustee, officer or employee of the Trust, any present or former         
Trustee, partner, Director or officer of another trust, partnership, corporation
or association  whose  securities are or were owned by the Trust or of which the
Trust is or was a  creditor  and who  served or serves in such  capacity  at the
request of the Trust, and the heirs, executors,  administrators,  successors and
assigns of any of the foregoing;  however,  whenever conduct by an indemnitee is
referred to, the conduct  shall be that of the original  indemnitee  rather than
that of the heir, executor, administrator, successor or assignee;               

                        (ii)  the  term  "covered  proceeding"  shall  mean  any
threatened, pending or completed action, suit or proceeding, whether civil,     
criminal,  administrative or  investigative,  to which an indemnitee is or was a
party or is  threatened  to be made a party by reason of the fact or facts under
which he or it is an indemnitee as defined above;                               

                        (iii) the term  "disabling  conduct"  shall mean willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties    
involved in the conduct of the office in question;                              

                        (iv) the term  "covered  expenses"  shall mean  expenses
(including attorney's fees), judgments, fines and amounts paid in settlement    
actually and reasonably incurred by an indemnitee in connection with a          
covered proceeding; and                                                         

                        (v) the term  "adjudication of liability" shall mean, as
to any covered proceeding and as to any indemnitee, an adverse determination    
as to the indemnitee whether by judgment, order, settlement,  conviction or upon
a plea of nolo contendere or its equivalent.                                    

                  (d) The  Trust  shall not  indemnify  any  indemnitee  for any
covered expenses in any covered  proceeding if there has been an adjudication of
liability  against  such  indemnitee  expressly  based on a finding of disabling
conduct.                                                                        

                  (e)  Except as set forth in  paragraph  (d)  above,  the Trust
shall indemnify any indemnitee for covered  expenses in any covered  proceeding,
whether or not there is an adjudication of liability as to such indemnitee, such
indemnification  by the  Trust  to be to the  fullest  extent  now or  hereafter
permitted  by any  applicable  law  unless the  By-laws  limit or  restrict  the
indemnification  to which any indemnitee may be entitled.  The Board of Trustees
may adopt By-Law provisions to implement subparagraphs (c), (d) and (e) hereof. 

                  (f) Nothing  herein shall be deemed to affect the right of the
Trust and/or any indemnitee to acquire and pay for any insurance covering any or
all indemnitees to the extent permitted by applicable law or to affect any other
indemnification  rights to which any  indemnitee  may be  entitled to the extent
permitted by applicable law. Such rights to indemnification shall not, except as
otherwise provided by law, be deemed exclusive of any other rights to which such
indemnitee may be entitled under any statute, By-Law, contract or otherwise.    

            13. The Trustees are  empowered,  in their absolute  discretion,  to
establish bases or times, or both, for determining the net asset value per Share
of any Class and Series in  accordance  with the 1940 Act and to  authorize  the
voluntary purchase by any Class and Series, either directly or through an agent,
of Shares of any Class and Series  upon such terms and  conditions  and for such
consideration  as the Trustees shall deem advisable in accordance  with the 1940
Act.                                                                            

            14. Payment of the net asset value per Share of any Class and Series
properly  surrendered  to it for  redemption  shall be made by the Trust  within
seven days, or as specified in any applicable law or regulation, after tender of
such stock or request for redemption to the Trust for such purpose together with
any additional documentation that may be reasonably required by the Trust or its
transfer  agent to evidence the  authority of the tenderor to make such request,
plus any period of time  during  which the right of the holders of the shares of
such Class of that  Series to require  the Trust to redeem  such shares has been
suspended. Any such payment may be made in portfolio securities of such Class of
that  Series  and/or in cash,  as the  Trustees  shall  deem  advisable,  and no
Shareholder  shall have a right,  other than as determined  by the Trustees,  to
have Shares redeemed in kind.                                                   

            15. The Trust shall have the right,  at any time and  without  prior
notice to the Shareholder, to redeem Shares of the Class and Series held by such
Shareholder  held in any account  registered in the name of such Shareholder for
its  current  net asset  value,  if and to the extent  that such  redemption  is
necessary  to  reimburse  either  that  Series  or  Class  of the  Trust  or the
distributor (i.e.,  principal underwriter) of the Shares for any loss either has
sustained by reason of the failure of such  Shareholder  to make timely and good
payment for Shares purchased or subscribed for by such  Shareholder,  regardless
of whether such  Shareholder  was a Shareholder  at the time of such purchase or
subscription,  subject to and upon such terms and conditions as the Trustees may
from time to time prescribe.                                                    

            EIGHTH: The name "Oppenheimer" included in the name of the Trust and
of any Series shall be used pursuant to a  royalty-free,  non-exclusive  license
from  OppenheimerFunds,  Inc.  ("OFI"),  incidental to and as part of any one or
more advisory,  management or supervisory contracts which may be entered into by
the Trust with OFI.  Such license  shall allow OFI to inspect and subject to the
control of the Board of  Trustees  to control the nature and quality of services
offered by the Trust under such name.  The license may be terminated by OFI upon
termination  of such advisory,  management or  supervisory  contracts or without
cause upon 60 days'  written  notice,  in which case  neither  the Trust nor any
Series or Class shall have any further  right to use the name  "Oppenheimer"  in
its name or  otherwise  and the Trust,  the  Shareholders  and its  officers and
Trustees shall promptly take whatever action may be necessary to change its name
and the names of any Series or Classes accordingly.                             

NINTH:                                                  

            1. In case any Shareholder or former Shareholder shall be held to be
personally liable solely by reason of his being or having been a Shareholder and
not because of his acts or omissions or for some other reason,  the  Shareholder
or former Shareholder (or the Shareholders, heirs, executors,  administrators or
other legal representatives or in the case of a corporation or other entity, its
corporate or other general  successor) shall be entitled out of the Trust estate
to be held harmless from and  indemnified  against all loss and expense  arising
from such liability. The Trust shall,                                           

upon  request  by the  Shareholder,  assume  the  defense of any such claim made
against any  Shareholder  for any act or obligation of the Trust and satisfy any
judgment thereon.                                                               

     2. It is hereby  expressly  declared that a trust and not a partnership  is
created hereby. No individual Trustee hereunder shall have any power to bind the
Trust, the Trust's officers or any Shareholder. All persons extending credit to,
doing business with,  contracting  with or having or asserting any claim against
the Trust or the Trustees shall look only to the assets of the Trust for payment
under  any  such  credit,  transaction,  contract  or  claim;  and  neither  the
Shareholders nor the Trustees, nor any of their agents, whether past, present or
future, shall be personally liable therefor;  notice of such disclaimer shall be
given in each  agreement,  obligation or instrument  entered into or executed by
the Trust or the Trustees.  Nothing in this Declaration of Trust shall protect a
Trustee  against any liability to which such Trustee would  otherwise be subject
by reason of willful                                                            

misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved in the conduct of the office of Trustee hereunder.                     

            3. The  exercise  by the  Trustees  of their  powers and  discretion
hereunder in good faith and with  reasonable care under the  circumstances  then
prevailing, shall be binding upon everyone interested. Subject to the provisions
of  paragraph 2 of this  Article  NINTH,  the  Trustees  shall not be liable for
errors of judgment or mistakes of fact or law.  The  Trustees may take advice of
counsel or other  experts  with  respect to the meaning and  operations  of this
Declaration of Trust, applicable laws, contracts,  obligations,  transactions or
any other  business the Trust may enter into,  and subject to the  provisions of
paragraph 2 of this Article  NINTH,  shall be under no liability  for any act or
omission in  accordance  with such advice or for failing to follow such  advice.
The Trustees shall not be required to give any bond as such, nor any surety if a
bond is required.                                                               

     4. This Trust shall continue without  limitation of time but subject to the
provisions of sub-sections (a), (b), (c) and (d) of this paragraph 4.           

                  (a) The Trustees,  with the favorable vote of the holders of a
majority of the outstanding  voting  securities,  as defined in the 1940 Act, of
any one or more Series  entitled to vote, may sell and convey the assets of that
Series  (which sale may be subject to the retention of assets for the payment of
liabilities and expenses) to another issuer for a consideration  which may be or
include  securities  of such issuer.  Upon making  provision  for the payment of
liabilities,  by  assumption  by such issuer or  otherwise,  the Trustees  shall
distribute the remaining  proceeds  ratably among the holders of the outstanding
Shares of the Series the assets of which have been so transferred.              

                  (b) The Trustees,  with the favorable vote of the holders of a
majority of the outstanding  voting  securities,  as defined in the 1940 Act, of
any one or more Series  entitled to vote,  may at any time sell and convert into
money all the assets of that Series.  Upon making  provisions for the payment of
all outstanding obligations, taxes and other liabilities, accrued or contingent,
of that Series,  the Trustees  shall  distribute  the  remaining  assets of that
Series ratably among the holders of the outstanding Shares of that Series.      

                  (c) The Trustees,  with the favorable vote of the holders of a
majority of the outstanding  voting  securities,  as defined in the 1940 Act, of
any one or more  Series  entitled  to vote,  may  otherwise  alter,  convert  or
transfer the assets of that Series or those Series.                             

                  (d)  Upon  completion  of the  distribution  of the  remaining
proceeds or the remaining assets as provided in sub-sections (a) and (b), and in
subsection  (c) where  applicable,  the  Series the assets of which have been so
transferred  shall  terminate,  and if all the  assets of the Trust have been so
transferred,  the Trust shall  terminate and the Trustees shall be discharged of
any and all further  liabilities and duties  hereunder and the right,  title and
interest of all parties shall be canceled and discharged.                       

     5.  The  original  or a  copy  of  this  instrument  and of  each  restated
declaration  of trust or  instrument  supplemental  hereto  shall be kept at the
office of the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each  supplemental  or restated  declaration of trust shall be
filed with the Secretary of the  Commonwealth of  Massachusetts,  as well as any
other  governmental  office where such filing may from time to time be required.
Anyone  dealing  with the Trust may rely on a  certificate  by an officer of the
Trust as to whether or not any such  supplemental  or restated  declarations  of
trust  have  been  made and as to any  matters  in  connection  with  the  Trust
hereunder,  and, with the same effect as if it were the original,  may rely on a
copy certified by an officer of the Trust to be a copy of this  instrument or of
any such supplemental or restated declaration of trust. In this instrument or in
any such  supplemental  or restated  declaration  of trust,  references  to this
instrument, and all expressions like "herein", "hereof" and "hereunder" shall be
deemed  to  refer  to  this  instrument  as  amended  or  affected  by any  such
supplemental or restated  declaration of trust.  This instrument may be executed
in any number of counterparts, each of which shall be deemed an original.       

            6. The Trust set forth in this instrument is created under and is to
be governed  by and  construed  and  administered  according  to the laws of the
Commonwealth of Massachusetts.  The Trust shall be of the type commonly called a
Massachusetts  business trust, and without limiting the provisions  hereof,  the
Trust may exercise all powers which are ordinarily exercised by such a trust.   

            7. The Board of Trustees is empowered to cause the redemption of the
Shares  held in any  account if the  aggregate  net asset  value of such  Shares
(taken at cost or value, as determined by the Board) has been reduced to $500 or
less upon such notice to the  shareholder in question,  with such  permission to
increase the  investment in question and upon such other terms and conditions as
may be fixed by the Board of Trustees in accordance with the 1940 Act.          

            8. In the event that any person advances the organizational expenses
of the Trust,  such advances  shall become an obligation of the Trust subject to
such  terms  and  conditions  as may be fixed  by,  and on a date  fixed  by, or
determined with criteria fixed by the Board of Trustees,  to be amortized over a
period or periods to be fixed by the Board.                                     

            9.  Whenever  any action is taken  under this  Declaration  of Trust
including  action  which is required or  permitted  by the 1940 Act or any other
applicable  law, such action shall be deemed to have been properly taken if such
action is in  accordance  with the  construction  of the 1940 Act or such  other
applicable  law then in effect as expressed in "no action"  letters of the staff
of the Commission or any release,  rule,  regulation or order under the 1940 Act
or any decision of a court of competent  jurisdiction,  notwithstanding that any
of the  foregoing  shall later be found to be invalid or  otherwise  reversed or
modified by any of the foregoing.                                               

            10. Any  action  which may be taken by the Board of  Trustees  under
this Declaration of Trust or its By-Laws may be taken by the description thereof
in the then  effective  prospectus  and/or  statement of additional  information
relating  to the  Shares  under  the  Securities  Act of  1933  or in any  proxy
statement of the Trust rather than by formal resolution of the Board.           

            11. Whenever under this  Declaration of Trust, the Board of Trustees
is  permitted  or required to place a value on assets of the Trust,  such action
may be delegated by the Board,  and/or  determined in accordance  with a formula
determined by the Board, to the extent permitted by the 1940 Act.               

            12.  If  authorized  by  vote  of the  Trustees  and,  if a vote  of
Shareholders is required under this  Declaration of Trust, the favorable vote of
the holders of a "majority" of the outstanding voting securities,  as defined in
the 1940 Act,  entitled to vote,  or by any larger vote which may be required by
applicable  law in any  particular  case,  the  Trustees  may amend or otherwise
supplement  this  instrument,  by making a  Restated  Declaration  of Trust or a
Declaration of Trust  supplemental  hereto,  which  thereafter shall form a part
hereof;  any such Supplemental or Restated  Declaration of Trust may be executed
by and on behalf of the Trust and the  Trustees by an officer or officers of the
Trust.                                                                          

IN WITNESS  WHEREOF,  the  undersigned  have executed this instrument as of this
________ day of ___________, 1998.                                              

--------------------------                            --------------------------
Leon Levy                                             Benjamin Lipstein         
31 West 52nd Street                                   591 Breezy Hill Road      
New York, NY 10019                                    Hillsdale, NY 12529       

--------------------------                           ---------------------------
Donald W. Spiro                                       Elizabeth B. Moynihan     
399 Ski Trail                                         801 Pennsylvania Ave.  NW 
Smoke Rise, NJ 07405                                  Washington, DC 20004      

--------------------------                          ----------------------------
Bridget A.  Macaskill                                 Kenneth A. Randall        
160 E. 81st Street                                    6 Whittaker's Mill        
New York, NY 10028                                    Williamsburg, VA 23185    

--------------------------                          ----------------------------
Robert G. Galli                                       Edward V. Regan           
19750 Beach Road                                      40 Park Avenue            
Apt. 401                                              New York, NY 10016        
Jupiter Beach, FL 33469                                                         

---------------------------                        -----------------------------
Russel S. Reynolds, Jr.                               Pauline Trigere           
8 Sandshore Drive                                     498 Seventh Avenue        
Greenwich, CT 06830                                   New York, NY 10018        

---------------------------                                                     
Clayton K. Yeutter                                                              
1325 Merrie Ridge Road                                                          
Mclean, VA 22101                                                                

         -7-

DEF 14A
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     OPPENHEIMER WORLD BOND FUND
    PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD April 16, 1998

Your shareholder vote is important!                                             

Your prompt response can save your Fund the expense of another mailing.         

Please  mark your  proxy on the  reverse  side,  date and sign it, and return it
promptly in the  accompanying  envelope,  which requires no postage if mailed in
the United States.                                                              

    Please detach at perforation before mailing.
-------------------------------------------------------------------             
Oppenheimer World Bond Fund                                                     
Proxy for Special Shareholders Meeting to be held April 16, 1998                

The  undersigned  shareholder of  Oppenheimer  World Bond Fund (the "Fund") does
hereby appoint George C. Bowen, Andrew J. Donohue, Robert J. Bishop and Scott T.
Farrar, and each of them, as  attorneys-in-fact  and proxies of the undersigned,
with full power of substitution, to attend the Annual Meeting of Shareholders of
the Fund to be held  April  16,  1998,  at 6803  South  Tucson  Way,  Englewood,
Colorado 80112 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

                                                                             675

   -8-

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Oppenheimer  World Bond Fund/Proxy for Special  Shareholders  Meeting to be held
April 16, 1997.                                                                 

Your shareholder vote is important!                                             
Your prompt response can save your Fund money.                                  
Please  vote,  sign and mail  your  proxy  ballot  (this  card) in the  enclosed
postage-paid  envelope  today,  no matter how many shares you own. A majority of
the Fund's shares must be  represented  in person or by proxy.  Please vote your
proxy so your Fund can avoid the expense of another mailing.                    

    Please detach at perforation before mailing.
----------------------------------------------------------------------          
1.          Approval of a proposal to change the Fund's subclassification under 
the Investment Company Act of 1940 from a closed-end    
management investment company to an open-end management 
investment company (Proposal No. 1)                     

   FOR____                             AGAINST____
ABSTAIN____                                 

2.          Approval of changes to certain of the Fund's fundamental investment 
policies (Proposal No. 2)                               

- Investment Objective                                  
- Borrowing                                             
- Lending                                               
- Joint Securities Trading Account                      
- Hedging                                               
- Commodities                                           

   FOR____                             AGAINST____
ABSTAIN____                                 

3.          Approval of a new Investment Advisory Agreement between the Fund and
OppenheimerFunds, Inc.(Proposal No. 3);                 

   FOR____                             AGAINST____
ABSTAIN____                                 

4.          Approval of a new Service Plan and Agreement with OppenheimerFunds  
          Distributor, Inc. with respect to Class A shares (Proposal No. 4);

   FOR____                             AGAINST____
ABSTAIN____                                 

5.          Approval of an Amendment and Restatement of the Fund's Declaration  
of Trust (Proposal No. 5)                               

   FOR____                             AGAINST____
ABSTAIN____                                 

6.          Ratification of the selection of KPMG Peat Marwick LLP as the       
       independent auditors of the Fund for the fiscal year commencing
November 1, 1997 (Proposal No. 6)                       

   FOR____                             AGAINST____
ABSTAIN____                                 

7.          Election of Trustees                                                

A) Leon Levy                                                            
B) Robert G. Galli                                                      
C) Benjamin Lipstein                                                    
D) Bridget A. Macaskill                                                 
E) Elizabeth B. Moynihan                                                
F) Kenneth A. Randall                                                   
G) Edward V. Regan                                                      
H) Russell S. Reynolds, Jr.                                             
I) Donald W. Spiro                                                      
J) Pauline Trigere                                                      
K) Clayton K. Yeutter                                                   

_______FOR all nominees listed              ______WITHHOLD AUTHORITY    
   except as marked to the contrary            to vote for all nominees listed
at left.                                    at left.                    

Instruction: To withhold authority to vote for any individual nominee, line out 
that nominee's name at left.                                                    

Dated:___________________________, 1998     
(Month)         (Day)       

   -----------------------------------
Signature(s)        

   -----------------------------------
Signature(s)        

NOTE:  PLEASE  SIGN  EXACTLY AS YOUR  NAME(S)  APPEAR  HEREON.  When  signing as
custodian,  attorney, executor,  administrator,  trustee, etc., please give your
full title as such.  All joint owners should sign this proxy.  If the account is
registered in the name of a  corporation,  partnership  or other entity,  a duly
authorized  individual  must sign on behalf of such  entity  and give his or her
title.                                                                          

                                                                            OVER

                       Please read both sides of this ballot.              675

   -9-

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
		12/31/99		4		5
		10/31/98		7					24F-2NT,  N-30D,  NSAR-B
		4/16/98		2		9
		1/16/98		3		4
Filed on:		1/8/98
		1/6/98		3		4
		12/11/97		4
		11/1/97		2		10
For Period End:		10/31/97		4					DEF 14A,  N-30D,  NSAR-B,  PRE 14A
		10/9/97		4		7
		9/30/97		4
		5/5/97		4
		4/16/97		10
		1/16/97		2
		11/1/95		4
									List all Filings