Oppenheimer World Bond Fund – ‘DEF 14A’ for 6/20/94

As of:  Thursday, 5/12/94   ·   For:  6/20/94   ·   Accession #:  841057-94-3   ·   File #:  811-05670

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Multi-Government Trust Definitive Proxy               29±   115K 

DEF 14A
1st “Page” of 12
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
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                                            

/ X /     Definitive additional materials                                       

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

OPPENHEIMER MULTI-GOVERNMENT TRUST                                              
------------------------------------------------------------                    
(Name of Registrant as Specified in Its Charter)                                

OPPENHEIMER MULTI-GOVERNMENT TRUST                                              
------------------------------------------------------------                    
(Name of Person(s) Filing Proxy Statement)                                      

Payment of filing fee (Check the appropriate box):                              

/ X /     $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or             
14a-6(j)(2).                                                

/   /     $500 per each party to the controversy pursuant to Exchange           
Act Rule 14a-6(i)(3).                                       

/   /     Fee Computed on table below per Exchange Act Rules 14a                
-6(i)(4) and 0-11.                                          

(1)     Title of each class of securities to which transaction applies:         

(2)     Aggregate number of securities to which transaction applies:            

(3)     Per unit price or other underlying value of transaction computed        
pursuant to Exchange Act Rule 0-11: 1                           

(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.                                                          

DEF 14A
2nd “Page” of 12
TOC
1st
Previous
Next
↓Bottom
Just 2nd
YOUR SHAREHOLDER VOTE IS IMPORTANT!                                             

Your prompt response can save your Fund money.                  

   Please vote by signing and mailing your proxy ballot (this card) in
the enclosed self-addressed 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.                                                                

  (Street name accounts only:)  If your shares are held of record by
your broker on your behalf, the New York Stock Exchange Rules provide that      
if instructions are not received from you by the 10th day before the            
meeting, the proxy may be given at the discretion of the record holder.         
If you return your proxy after that date, we will follow your instructions      
provided they are received prior to the meeting.                                

(Reverse side:)                                                                 
Your prompt response can save your Fund the expense of another mailing.         

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

DEF 14A
3rd “Page” of 12
TOC
1st
Previous
Next
↓Bottom
Just 3rd
                                                     May, 1994

Your vote counts...                                                             

Dear Oppenheimer Multi-Government Trust Shareholder:                            

     We have scheduled a shareholder meeting for June 20, 1994 to consider
and vote upon some important items for your Fund.  A notice of the meeting      
and a proxy statement detailing these matters are enclosed.  Your Board         
of Trustees, which represents you in matters regarding your Fund,               
recommends approval of the items now being submitted to shareholders for        
a vote.                                                                         

How do you vote?                                                                

     No matter how large or small your investment, your vote is important,
so please review the proxy statement carefully.  To cast your vote, simply      
mark, sign and date the enclosed proxy ballot and return it in the              
postage-paid envelope today.                                                    

What are the items?                                                             

*   Election of Trustees.  There are six nominees for Trustees up for   
  election.  A brief statement of the Trustees' names and background
is included for your information.                               

*   Ratification of Auditors.  Your approval is required on the         
appointment of the independent auditing firm that reviews the   
financial statements of your Fund.                              

*   Change In Certain Fundamental Investment Policies.  Currently, a    
     shareholder vote would be required to change the fundamental policies
 which limit investment in U.S. and foreign government securities.
Approval of this proposal will give your Fund's managers greater
     flexibility to take advantage of investment opportunities by allowing
 the Trustees to change these policies without a shareholder vote.

If you have questions regarding these items, please contact your
financial advisor or call us at 1-800-525-7048.                                 

                    Sincerely,

                       Jon S. Fossel

P.S. Casting your vote is quick and easy, so please take a moment to            
complete the proxy ballot.                                                      

DEF 14A
4th “Page” of 12
TOC
1st
Previous
Next
↓Bottom
Just 4th
OPPENHEIMER MULTI-GOVERNMENT TRUST                                              

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

Notice Of Annual Meeting Of Shareholders                                        
To Be Held June 20, 1994                                                        

To The Shareholders of                                                          
Oppenheimer Multi-Government Trust:                                             

    Notice is hereby given that an Annual Meeting of the Shareholders of
Oppenheimer Multi-Government Trust (the "Fund") will be held at 3410 South      
Galena Street, Denver, Colorado 80231, at 2:00 P.M., Denver time, on            
Monday, June 20, 1994, or any adjournments thereof (the "Meeting"), for         
the following purposes:                                                         

(1)     To elect four Trustees in Class A and two Trustees in Class B to    
       hold office until the term of such classes shall expire in 1997 and
       1995, respectively, or until their successors are elected and shall
qualify;                                                    

(2)     To ratify the selection of KPMG Peat Marwick as the independent     
 certified public accountants and auditors of the Fund for the
fiscal year commencing November 1, 1993 (Proposal No. 1);   

(3)     To approve changing the Fund's fundamental investment policies with 
      respect to investment in U.S. government securities and investment
  in foreign government securities to non-fundamental investment
policies (Proposal No. 2); and                              

(4)     To transact such other business as may properly come before the     
Meeting or any adjournments thereof.                        

     Shareholders of record at the close of business on April 26, 1994 are
entitled to vote at the Meeting.  The election of Trustees and the              
Proposals are more fully discussed in the Proxy Statement.  Please read         
it carefully before telling us, through your proxy or in person, how you        
wish your shares to be voted.  The Board of Trustees of the Fund                
recommends a vote to elect each of its nominees as Trustee and in favor         
of each Proposal.  WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY        
PROMPTLY.                                                                       

                            By Order of the Board of Trustees,

                      Andrew J. Donohue, Secretary
May 12, 1994                                                                    

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.           

DEF 14A
5th “Page” of 12
TOC
1st
Previous
Next
↓Bottom
Just 5th
OPPENHEIMER MULTI-GOVERNMENT TRUST                                              

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

PROXY STATEMENT                                                                 

Annual Meeting Of Shareholders                                                  
To Be Held June 20, 1994                                                        

This Proxy Statement is furnished to the shareholders of Oppenheimer            
Multi-Government Trust (the "Fund") in connection with the solicitation         
by the Fund's Board of Trustees of proxies to be used at an Annual Meeting      
of Shareholders to be held at 3410 South Galena Street, Denver, Colorado        
80231, at 2:00 P.M., Denver time, on June 20, 1994, or any adjournments         
thereof (the "Meeting").  It is expected that the mailing of this Proxy         
Statement will be made on or about May 12, 1994.  Financial statements          
covering the operations of the Fund for the fiscal year ended October 31,       
1993 were mailed to all persons who were shareholders of record on October      
31, 1993 and simultaneously with the mailing of this Proxy Statement will       
be mailed to persons who became shareholders between October 31, 1993 (the      
record date for the mailing of that Annual Report) and the record date for      
the Meeting.                                                                    

The enclosed proxy, if properly executed and returned, will be voted (or        
counted as an abstention or withheld from voting) in accordance with the        
choices specified thereon, and will be included in determining whether          
there is a quorum to conduct the Meeting.  The proxy will be voted in           
favor of the nominees for Trustee named in this Proxy Statement unless a        
choice is indicated to withhold authority to vote for all listed nominees       
or any individual nominee.  The proxy will be voted in favor of each            
Proposal unless a choice is indicated to vote against or to abstain from        
voting on that Proposal.  Shares owned of record by broker-dealers for the      
benefit of their customers ("street account shares") will be voted by the       
broker-dealer based on instructions received from its customers.  If no         
instructions are received, the broker-dealer may (if permitted under            
applicable stock exchange rules), as record holder, vote such shares in         
the same proportion as that broker-dealer votes street account shares for       
which voting instructions were timely received.  If a shareholder executes      
and returns a proxy but fails to indicate how the votes should be cast,         
the proxy will be voted in favor of the election of each of the nominees        
named herein for Trustee and in favor of each Proposal.                         

The proxy may be revoked at any time prior to the voting by: (1) writing        
to the Secretary of the Fund at Two World Trade Center, New York, New York      
10048-0203; (2) attending the Meeting and voting in person; or (3) signing      
and returning a new proxy (if returned and received in time to be voted).       

The cost of 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 by officers or employees of the Fund's           
investment adviser, Oppenheimer Management Corporation (the "Adviser"),         
personally or by telephone or telegraph; any expenses so incurred will          
also be borne by the Fund.  Brokers, banks and other fiduciaries may be         
required to forward soliciting material to their principals and to obtain       
authorization for the execution of proxies.  For those services they will       
be reimbursed by the Fund for their out-of-pocket expenses.                     

Shares Outstanding and Entitled to Vote.  As of April 26, 1994, 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 each Proposal described herein, and the holders of shares are         
entitled to one vote for each share (and a fractional vote for a                
fractional share) held of record at the close of business on the record         
date.  As of the record date, no person owned of record or was known by         
the management of the Fund to be the beneficial owner of 5% or more of the      
outstanding shares of the Fund.                                                 

ELECTION OF TRUSTEES                                                            

The membership of the Fund's Board of Trustees is classified into               
staggered three-year terms.  At the Meeting, four Trustees in Class A are       
to be elected for a three year term, as described below, or until their         
respective successors shall be duly elected and shall have qualified.  In       
addition, two Trustees in Class B are to be elected at the Meeting for a        
one year term, as described below, or until their respective successors         
shall be duly elected and shall have qualified.  The persons named as           
attorneys-in-fact in the enclosed proxy have advised the Fund that unless       
a proxy instructs them to withhold authority to vote for all listed             
nominees or any individual nominee, all validly executed proxies will be        
voted by them for the election of the nominees named below as Trustees of       
the Fund.  The proxies being solicited hereby cannot be voted for more          
than six nominees.                                                              

Each of the Class A nominees, Leon Levy, Leo Cherne, Edmund T. Delaney and      
Clayton K. Yeutter, is presently a Trustee and has been previously elected      
by shareholders of the Fund.  Each of the Class B nominees, Robert G.           
Galli and Edward V. Regan, has been recently appointed as a Trustee by the      
Fund's Board of Trustees and, in connection therewith, has not been             
elected by shareholders of the Fund.  Each nominee has agreed to be             
nominated and to serve as a Trustee.  Class A Trustees to be elected at         
the Meeting shall serve as such for a three year term, or until their           
respective successors shall be duly elected and shall have qualified, and       
constitute the first class of the Board.  The second class of the Board         
consists of Messrs. Galli, Lipstein, Randall, Regan and Reynolds and the        
third class of the Board consists of Ms. Moynihan, Ms. Trigere and Messrs.      
Robbins and Spiro, whose terms expire in 1995 and 1996, respectively.           

Each of the nominees and other Trustees is also a trustee or director of        
Oppenheimer Fund, Oppenheimer Global Fund, Oppenheimer Global Bio-Tech          
Fund, Oppenheimer Global Environment Fund, Oppenheimer Global Growth &          
Income Fund, Oppenheimer Special Fund, Oppenheimer Time Fund, Oppenheimer       
Target Fund, Oppenheimer Tax-Free Bond Fund, Oppenheimer Gold & Special         
Minerals Fund, Oppenheimer New York Tax-Exempt Fund, Oppenheimer                
California Tax-Exempt Fund, Oppenheimer Multi-State Tax-Exempt Trust,           
Oppenheimer Asset Allocation Fund, Oppenheimer Mortgage Income Fund,            
Oppenheimer Discovery Fund, Oppenheimer Money Market Fund, Inc.,                
Oppenheimer Multi-Sector Income Trust and Oppenheimer U.S. Government           
Trust (together with the Fund, the "New York OppenheimerFunds").  Mr.           
Spiro is President of the Fund and of each of the other New York                
OppenheimerFunds.                                                               

  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 OppenheimerFunds 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 April 26,           
1994, Edmund T. Delaney and Sidney M. Robbins, each a Trustee,                  
beneficially owned 300 shares and 500 shares, respectively, of the Fund.        
Benjamin Lipstein, a Trustee, disclaims beneficial ownership of the 1,069       
shares of the Fund held as of April 26, 1994 by his wife, Rosalind              
Lipstein.  Except for the foregoing, no other Trustee and no officers of        
the Fund beneficially owned any shares of the Fund as of April 26, 1994.        

Name and Other Information:                                                     
Leon Levy                                                                       
first became a                                                              
Trustee or Director                                                         
in 1959                                                                     
Age: 68                                                                     

Business Experience During the Past Five Years:                                 
General Partner of Odyssey Partners, L.P. (investment partnership);             
Chairman of Avatar Holdings, Inc. (real estate development).                    

Term Currently Expires:  1994                                                   

Name and Other Information:                                                     
Leo Cherne                                                                      
first became a                                                              
Trustee or Director                                                         
in 1982                                                                     
Age: 81                                                                     

Business Experience During the Past Five Years:                                 
Chairman Emeritus of the International Rescue Committee (philanthropic          
organization); formerly Executive Director of The Research Institute of         
America.                                                                        

Term Currently Expires:  1994                                                   

Name and Other Information:                                                     
Edmund T. Delaney                                                               
first became a                                                              
Trustee or Director                                                         
in 1959                                                                     
Age: 80                                                                     

Business Experience During the Past Five Years:                                 
Attorney-at-law; formerly a member of the Connecticut State Historical          
Commission and Counsel to Copp, Berall & Hempstead (a law firm).                

Term Currently Expires:  1994                                                   

Name and Other Information:                                                     
Clayton K. Yeutter                                                              
first became a                                                              
Trustee or Director                                                         
in 1992                                                                     
Age: 63                                                                     

Business Experience During the Past Five Years:                                 
Of Counsel to Hogan & Hartson (a law firm); a director of B.A.T.                
Industries, Ltd. (tobacco and financial services), Caterpillar, Inc.            
(machinery), ConAgra, Inc. (food and agricultural products), FMC Corp.          
(chemicals and machinery), Lindsay Manufacturing Co. and Texas                  
Instruments, Inc. (electronics); formerly (in descending chronological          
order) Deputy Chairman, Bush/Quayle Presidential Campaign; Counsellor to        
the President (Bush) for Domestic Policy; Chairman of the Republican            
National Committee; Secretary of the U.S. Department of Agriculture; and        
U.S. Trade Representative, Executive Office of the President.                   

Term Currently Expires:  1994                                                   

Class B                                                                         

Name and Other Information:                                                     
Robert G. Galli*                                                                
first became a                                                                
Trustee or Director                                                           
in 1993                                                                       
Age: 60                                                                       

Business Experience During the Past Five Years:                                 
Vice Chairman of the Adviser; Vice President and Counsel of Oppenheimer         
Acquisition Corp. ("OAC"), the Adviser's parent holding company; formerly       
held the following positions: a director of the Adviser and Oppenheimer         
Funds Distributor, Inc. (the "Distributor"); Vice President and a director      
of HarbourView Asset Management Corporation ("Harbourview") and Centennial      
Asset Management Corporation ("Centennial"), investment adviser                 
subsidiaries of the Adviser; a director of Shareholder Financial Services,      
Inc. ("SFSI") and Shareholder Services, Inc. ("SSI"), transfer agent            
subsidiaries of the Adviser; an officer of other OppenheimerFunds; and          
Executive Vice President and General Counsel of the Adviser and the             
Distributor.                                                                    

Term Currently Expires:  1995                                                   

Name and Other Information:                                                     
Benjamin Lipstein                                                               
first became a                                                              
Trustee or Director                                                         
in 1974                                                                     
Age: 71                                                                     

Business Experience During the Past Five Years:                                 
Professor Emeritus of Marketing, Stern Graduate School of Business              
Administration, New York University.                                            

Term Currently Expires:  1995                                                   

Name and Other Information:                                                     
Kenneth A. Randall                                                              
first became a                                                              
Trustee or Director                                                         
in 1980                                                                     
Age: 66                                                                     

Business Experience During the Past Five Years:                                 
A director of Northeast Bancorp, Inc. (bank holding company), Dominion          
Resources, Inc. (electric utility holding company), and Kemper Corporation      
(insurance and financial services company); formerly Chairman of the Board      
of ICL Inc. (information systems).                                              

Term Currently Expires:  1995                                                   

Name and Other Information:                                                     
Edward V. Regan                                                                 
first became a                                                                
Trustee or Director                                                           
in 1993                                                                       
Age:  63                                                                      

Business Experience During the Past Five Years:                                 
President of Jerome Levy Economics Institute; a member of the U.S.              
Competitiveness Policy Council; a director of GranCare, Inc. (health care       
provider); formerly New York State Comptroller and a trustee, New York          
State and Local Retirement Fund.                                                

Term Currently Expires:  1995                                                   

Name and Other Information:                                                     
Russell S. Reynolds, Jr.                                                        
first became a                                                              
Trustee or Director                                                         
in 1989                                                                     
Age: 62                                                                     

Business Experience During the Past Five Years:                                 
Founder Chairman of Russell Reynolds Associates, Inc. (executive                
recruiting); Chairman of Directors Publication, Inc. (consulting and            
publishing); a trustee of Mystic Seaport Museum, International House,           
Greenwich Historical Society and Greenwich Hospital.                            

Term Currently Expires:  1995                                                   

Class C                                                                         

Name and Other Information:                                                     
Elizabeth Moynihan                                                              
first became a                                                              
Trustee or Director                                                         
in 1992                                                                     
Age: 64                                                                     

Business Experience During the Past Five Years:                                 
Author and architectural historian; a trustee of the American Schools of        
Oriental Research, the Freer Gallery of Art (Smithsonian Institution), the      
Institute of Fine Arts (New York University) and the Preservation League        
of New York State; a member of the Indo-U.S. Sub-Commission on Education        
and Culture.                                                                    

Term Currently Expires:  1996                                                   

Name and Other Information:                                                     
Sidney M. Robbins                                                               
first became a                                                              
Trustee or Director                                                         
in 1963                                                                     
Age: 82                                                                     

Business Experience During the Past Five Years:                                 
Chase Manhattan Professor Emeritus of Financial Institutions, Graduate          
School of Business, Columbia University; Visiting Professor of Finance,         
University of Hawaii; a director of The Korea Fund, Inc. and The Malaysia       
Fund, Inc. (closed-end investment companies); a member of the Board of          
Advisors of Olympus Private Placement Fund, L.P.; Professor Emeritus of         
Finance, Adelphi University.                                                    

Term Currently Expires:  1996                                                   

Name and Other Information:                                                     
Donald W. Spiro*                                                                
first became a                                                              
Trustee or Director                                                         
in 1985                                                                     
Age: 68                                                                     

Business Experience During the Past Five Years:                                 
Chairman Emeritus and a director of the Adviser; formerly Chairman of the       
Adviser and the Distributor.                                                    

Term Currently Expires:  1996                                                   

Name and Other Information:                                                     
Pauline Trigere                                                                 
first became a                                                              
Trustee or Director                                                         
in 1977                                                                     
Age: 81                                                                     

Business Experience During the Past Five Years:                                 
Chairman and Chief Executive Officer of Trigere,                                
Inc. (design and sale of women's fashions).                                     

Term Currently Expires:  1996                                                   
_____________________________                                                   
* A Trustee who is an "interested person" of the Fund under the Investment      
Company Act.                                                                    

Vote Required.  An affirmative vote of the holders of a majority of the         
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.           

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 the Adviser, which      
is responsible for the Fund's day-to-day operations.  Six regular meetings      
of the Trustees were held in the fiscal year ended October 31, 1993 and         
all of the Trustees, other than Mr. Cherne and Ms. Trigere, were present        
for at least 75% of the meetings held during the time he or she was a           
Trustee.  The Trustees of the Fund have appointed an Audit Committee,           
comprised of Messrs. Randall (Chairman), Robbins (Vice Chairman) and            
Cherne, none of whom is an "interested person" (as that term is defined         
in the Investment Company Act) of the Adviser or the Fund.  The functions       
of the Audit 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 Audit Committee met five times during the        
fiscal year ended October 31, 1993 and all members, other than Mr. Cherne,      
attended at least 75% of the meetings held during this period.  The Board       
of Trustees does not have a standing nominating or compensation committee.      

Remuneration of Trustees and Officers.  Mr. Spiro, the other officers of        
the Fund listed below and Mr. Galli are affiliated with the Adviser and         
receive no salary or fee from the Fund.  The Fund currently pays the            
Trustees other than Messrs. Spiro and Galli a fee varying from $912 to          
$3,861 for serving as Trustee, or as Chairman or a member of one or more        
committees of the Board.  During the Fund's fiscal year ended October 31,       
1993, the Trustees' fees and expenses aggregated  $16,233.  In addition,        
the Fund has adopted a retirement plan that provides for payment to a           
retired independent Trustee of up to 80% of the average compensation paid       
during that Trustee's five years of service in which the highest                
compensation was received.  A Trustee must serve in that capacity for any       
of the New York OppenheimerFunds for at least 15 years in order to be           
eligible for the maximum payment.  No Trustee has retired since the             
adoption of the plan and, accordingly, no payments have been made by the        
Fund under the plan.  During the fiscal year ended October 31, 1993, the        
Fund accrued $1,879 for retirement plan benefits for its independent            
Trustees under the plan.                                                        

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 OppenheimerFunds.                                                          

Thomas P. Reedy, Vice President and Portfolio Manager; Age: 32.                 
Vice President of the Adviser; an officer of other OppenheimerFunds;  
formerly a Securities Analyst for the Adviser.                        

Ashwin Vasan, Vice President and Portfolio Manager; Age: 31.                    
Vice President of the Adviser; an officer of other OppenheimerFunds;  
formerly a Securities Analyst for the Adviser, prior to which he was  
a Securities Analyst for Citibank, N.A.                               

Andrew J. Donohue, Secretary; Age: 43.                                          
Executive Vice President and General Counsel of the Adviser and the   
Distributor; an officer of other OppenheimerFunds; formerly:  Senior  
Vice President and Associate General Counsel of the Adviser and the   
Distributor; Partner in Kraft & McManimon (a law firm);  an officer of
First Investors Corporation (a broker-dealer) and First Investors     
Management Company, Inc. (broker-dealer and investment adviser); and  
director and an officer of First Investors Family of Funds and First  
Investors Life Insurance Company.                                     

George C. Bowen, Treasurer; Age 57.                                             
Senior Vice President and Treasurer of the Adviser; Vice President and
Treasurer of the Distributor and HarbourView; Senior Vice President,  
Treasurer, Assistant Secretary and a director of Centennial; Vice     
President, Treasurer and Secretary of SSI and SFSI; an officer of     
other OppenheimerFunds; formerly Senior Vice President/Comptroller and
Secretary of Oppenheimer Asset Management Corporation, a former       
investment advisory subsidiary of the Adviser.                        

Robert G. Zack, Assistant Secretary; Age 45.                                    
Senior Vice President and Associate General Counsel of the Adviser;   
Assistant Secretary of SSI and SFSI; an officer of other              
OppenheimerFunds.                                                     

Robert Bishop, Assistant Treasurer; Age 35.                                     
Assistant Vice President of the Manager/Mutual Fund Accounting; an    
officer of other OppenheimerFunds; previously a Fund Controller for   
the Adviser, prior to which he was an Accountant for Resolution Trust 
Corporation and previously an Accountant and Commissions Supervisor   
for Stuart James Company Inc., a broker-dealer.                       

Scott Farrar, Assistant Treasurer; Age:  28.                                    
Assistant Vice President of the Adviser/Mutual Fund Accounting; an    
officer of other OppenheimerFunds; previously a Fund Controller for   
the Adviser, prior to which he was an International Mutual Fund       
Supervisor for Brown Brothers Harriman & Co., a bank, and previously  
a Senior Fund Accountant for State Street Bank & Trust Company, before
which he was a sales representative for Central Colorado Planning.    

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS                               
(Proposal No. 1)                                                                

The Investment Company Act requires that independent certified public           
accountants and auditors ("auditors") be selected annually by the Board         
of Trustees and that such selection be ratified by the shareholders at the      
next-convened annual meeting of the Fund, if one is held.  The Board of         
Trustees of the Fund, including a majority of the Trustees who are not          
"interested persons" (as defined in the Investment Company Act) of the          
Fund or the Adviser, at a meeting held October 6, 1993, selected KPMG Peat      
Marwick ("Peat Marwick") as auditors of the Fund for the fiscal year            
beginning November 1, 1993.  Peat Marwick 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 Peat Marwick as auditors.  Representatives of Peat      
Marwick are not expected to be present at the Meeting but will be               
available should any matter arise requiring their presence.  The Board of       
Trustees recommends approval of the selection of Peat Marwick as auditors       
of the Fund.                                                                    

APPROVAL OF CHANGING THE FUND'S FUNDAMENTAL                                     
INVESTMENT POLICIES WITH RESPECT TO INVESTMENT                                  
IN U.S. GOVERNMENT SECURITIES AND INVESTMENT IN                                 
FOREIGN GOVERNMENT SECURITIES TO                                                
NON-FUNDAMENTAL INVESTMENT POLICIES                                             
(Proposal No. 2)                                                                

The Fund currently has certain investment policies with respect to its          
investment in debt instruments issued or guaranteed by the U.S.                 
Government, its agencies or instrumentalities ("U.S. Government                 
Securities") or by foreign governments, their political subdivisions,           
agencies or instrumentalities, including supranational entities ("Foreign       
Government Securities").  These investment policies have been designated        
as "fundamental" policies, which are policies that may not be changed           
without the requisite shareholder approval as described below.                  

As a matter of fundamental investment policy, the Fund is required to           
invest at least 65% of its total assets in U.S. Government Securities and       
Foreign Government Securities.  Further, as a matter of fundamental             
policy, the Fund must invest at least 50% of its total assets in U.S.           
Government Securities, and may not make any purchase that will cause 25%        
or more of its total assets to be invested in Foreign Government                
Securities (the foregoing 50%/25% limitations referred to as the                
"Government Investment Policies").  The Board believes that, without            
changing the foregoing 65% limitation and the Fund's investment emphasis        
on government securities, it would be desirable to provide the Fund the         
flexibility to change the Government Investment Policies in the future,         
as market, economic and other conditions warrant, without having to             
undergo the expense and delays inherent in having to obtain shareholder         
approval for such changes.  If the Proposal is approved, it is the              
intention of the Fund's Board of Trustees to adopt the Government               
Investment Policies as non-fundamental investment policies and to adopt         
the following changes: (i) the required 50% minimum investment in U.S.          
Government Securities would be reduced to a minimum investment of 30% of        
the Fund's total assets and (ii) the 25% limitation on investment in            
Foreign Government Securities would be replaced with the non-fundamental        
policy that the Fund not invest more than 25% of its total assets in            
Foreign Government Securities and foreign corporate securities of any one       
country (other than the United States).                                         

At a meeting of the Fund's Board of Trustees, the Trustees, including a         
majority of the independent Trustees, determined that there was no legal        
or operational requirement that the Government Investment Policies be           
fundamental, and that the best interests of the Fund would be served by         
allowing greater flexibility in changing those policies in response to          
market, economic and other conditions.  Therefore, the Trustees (including      
a majority of the independent Trustees) approved and recommended, subject       
to shareholder approval, that the Government Investment Policies be             
replaced with non-fundamental policies that could be changed by the             
Adviser in consultation with and approval by the Trustees without having        
to seek the approval of shareholders, because of the delays and expense         
to the Fund entailed in seeking such shareholder approval.                      

If the Proposal is approved by shareholders and the Board implements the        
changes described above, the Fund would be permitted to increase its            
investment in Foreign Government Securities and reduce its holdings of          
U.S. Government Securities.  Although the yields on Foreign Government          
Securities tend to be higher than on U.S. Government Securities, and the        
potential for higher long term returns increases if such investments are        
made, there is the increased credit risk potential that the foreign             
government issuers may not be able to make interest or principal payments       
on the securities as they become due.  Securities issued or guaranteed by       
the U.S. Government are subject to little, if any, credit risk assuming         
they are backed by the full faith and credit of the U.S. Government, its        
agencies or instrumentalities.  Further, investment in Foreign Government       
Securities involves other risks not applicable to investment in U.S.            
Government Securities, including changes in foreign currency rates,             
exchange control regulations, foreign taxes, delays in settlement               
transactions, changes in governmental economic or monetary policy in the        
U.S. or abroad, or other political and economic factors.                        

Vote Required.  The affirmative "vote of a majority  of the outstanding         
voting securities" (as such term is defined in the Investment Company Act)      
of the Fund is required for approval of this Proposal.  The requirements        
for such majority vote under the Investment Company Act are 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.  If this Proposal is not approved, the Government Investment        
Policies will remain "fundamental" and will not be  changed as described        
herein.  The Board of Trustees recommends a vote in favor of approving          
this Proposal.                                                                  

ADDITIONAL INFORMATION                                                          

The Adviser.  Subject to the authority of the Board of Trustees, the            
Adviser is responsible for the day-to-day management of the Fund's              
business.  The Adviser is a wholly-owned subsidiary of OAC, a holding           
company controlled by Massachusetts Mutual Life Insurance Company               
("MassMutual").  MassMutual is located at 1295 State Street, Springfield,       
Massachusetts 01111.  OAC acquired the Adviser on October 22, 1990 (the         
"Acquisition Date").  As indicated below, the common stock of OAC is owned      
by (i) certain officers and/or directors of the Adviser, (ii) MassMutual        
and (iii) another investor.  No institution or person holds 5% or more of       
OAC's outstanding common stock except Donald W. Spiro (5.24%) and               
MassMutual.  MassMutual has engaged in the life insurance business since        
1851.  It is the nation's twelfth largest life insurance company by assets      
and has an A.M. Best Co. rating of "A+".                                        

The common stock of OAC is divided into three classes.  At December 31,         
1993, MassMutual held (i) all of the 2,160,000 shares of Class A voting         
stock, (ii) 317,854 shares of Class B voting stock, and (iii) 350,063           
shares of Class C non-voting stock.  This collectively represented 74.1%        
of the outstanding common stock and 84.9% of the voting power of OAC as         
of December 31, 1993.  Certain officers and/or directors of the Adviser         
as a group held (i) 821,455 shares of the Class B voting stock,                 
representing 21.5% of the outstanding common stock and 12.6% of the voting      
power, and (ii) options acquired without cash payment which, when they          
become exercisable, allow the holders to purchase up to 706,150 shares of       
Class C non-voting stock.  That group includes persons who serve as             
officers of the Fund and two of whom (Messrs. Donald W. Spiro and Robert        
G. Galli) serve as Trustees of the Fund.  Holders of OAC Class B and Class      
C common stock may put (sell) their shares and vested options to OAC or         
MassMutual at a formula price (based on earnings of the 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, according to a schedule that will commence on September 30,      
1995.  Since October 1, 1992, certain officers and/or directors of the          
Adviser (i) sold 295,354 shares of Class B OAC common stock to MassMutual       
at the formula price, and (ii) surrendered to OAC 436,053 stock                 
appreciation rights issued in tandem with the Class C OAC options.  Cash        
payments aggregating  $32,729,119 have or will be made by OAC or                
MassMutual to such persons (including Messrs. Spiro and Galli, identified       
above) as follows: one-third of the amount due (i) within 30 days of the        
transaction, (ii) by the first anniversary following the transaction (with      
interest), and (iii) by the second anniversary following the transaction        
(with interest).  On December 15, 1993, MassMutual purchased its 350,063        
shares of Class C OAC stock from OAC for $17,751,718.                           

As part of the acquisition of the common stock of OAC, MassMutual also          
purchased approximately $45 million of subordinated notes of a subsidiary       
of OAC; the notes are now an obligation of the Adviser.  In addition to         
the purchase of such notes, MassMutual holds warrants issued by OAC             
exercisable over the life of the notes which will allow MassMutual to           
purchase shares of Class C common stock representing approximately 15.4%        
of the common stock of OAC on a fully diluted basis.                            

The Adviser and its affiliates act as investment advisers to investment         
companies having combined net assets of more than $27 billion as of             
December 31, 1993, and having more than 1.8 million shareholder accounts.       
A consolidated statement of financial condition of the Adviser as of            
December 31, 1993 is included in this Proxy Statement as Exhibit A.             

The names and principal occupations of the executive officers and               
directors of the Adviser are as follows: Jon S. Fossel, Chairman, Chief         
Executive Officer and a director; Bridget A. Macaskill, President and a         
director; Donald W. Spiro, Chairman Emeritus and a director; Robert G.          
Galli and James C. Swain, Vice Chairmen of the Adviser; Samuel Freedman,        
Jr., a director; Robert C. Doll, Jr. and O. Leonard Darling, Executive          
Vice Presidents; Tilghman G. Pitts III, Executive Vice President and a          
director; Andrew J. Donohue, Executive Vice President and General Counsel;      
Kenneth C. Eich, Executive Vice President and Chief Financial Officer;          
George C. Bowen, Senior Vice President and Treasurer; Victor Babin,             
Loretta McCarthy, Robert Patterson, Nancy Sperte, Arthur Steinmetz, Ralph       
Stellmacher and Robert G. Zack, Senior Vice Presidents.  The address of         
Messrs. Bowen, Eich, Freedman and Swain is 3410 South Galena Street,            
Denver, Colorado 80231.  The address of all other officers and directors        
is Two World Trade Center, New York, New York 10048-0203, which is also         
the address of the Adviser and OAC.                                             

Investment Advisory Agreement.  The Fund has an Investment Advisory             
Agreement with the Adviser dated October 22, 1990 (the "Agreement").  The       
Agreement was submitted to and approved by the Fund's shareholders at a         
meeting held October 1, 1990, because the acquisition of the Adviser by         
OAC on October 22, 1990 terminated the previous investment advisory             
agreement.  The Agreement continues in effect from year to year unless          
terminated, but only so long as such continuance is approved annually in        
accordance with the Investment Company Act.  At a meeting held on December      
9, 1993, the Fund's Board of Trustees, including a majority of the              
independent Trustees, approved the renewal of the Agreement until December      
31, 1994.  At the time of such approval, Messrs. Spiro and Galli were           
shareholders of OAC, the parent of the Adviser.  Under the Agreement, the       
Adviser supervises the investment operations of the Fund and the                
composition of its portfolio and furnishes the Fund advice and                  
recommendations with respect to investments, investment policies and the        
purchase and sale of securities.  The management fee payable to the             
Adviser is computed and paid weekly at an annual rate of 0.65% of 1.0% of       
the net assets of the Fund at the end of that week.  The combined advisory      
fee and administrative fee (see "Administrator", below) is higher than          
management fees and/or administrative fees paid by most other investment        
companies.  The Fund paid the Adviser management fees of $363,058 for the       
fiscal year ended October 31, 1993.                                             

The Agreement requires the Adviser, at its expense, to provide the Fund         
with adequate office space, facilities and equipment as well as to provide      
assistance in the supervision of the activities of all administrative and       
clerical personnel required to provide effective administration for the         
Fund (other than as contracted by the Fund pursuant to the Administration       
Agreement, discussed below), including the compilation and maintenance of       
records with respect to its operations, the preparation and filing of           
specified reports, and the composition of proxy materials and registration      
statements for the continuous public sale of shares of the Fund.  Expenses      
not expressly assumed by the Adviser under the Agreement are paid by the        
Fund.  The Agreement lists examples of expenses paid by the Fund, the           
major categories of which relate to interest, taxes, brokerage                  
commissions, fees to certain Trustees, payments under the Fund's                
Administration Agreement, exchange listing fees, legal and audit expenses,      
custodian, dividend paying agent, registrar and transfer agent fees and         
expenses, share certificate issuance costs, certain printing and                
registration costs, non-recurring expenses, including litigation, and fees      
and expenses of listing and maintaining the listing of the Fund's shares        
on The New York Stock Exchange.  The Agreement contains no expense              
limitation.                                                                     

The Agreement provides that the Adviser is not liable for any loss              
sustained by the Fund by reason of any good faith error or omission in          
connection with any matter to which the Agreement relates, except a loss        
resulting by reason of the Adviser's willful misfeasance, bad faith, gross      
negligence in the performance of its duties, or reckless disregard of its       
obligations and duties under the Agreement.  The Agreement permits the          
Adviser to act as investment adviser for any other person, firm or              
corporation and to use the name "Oppenheimer" in connection with any of         
its activities.  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.                                                   

The Agreement may be terminated by the Adviser or the Fund at any time          
without penalty on giving 60 days' written notice; any such termination         
by the Fund must be directed or approved by the vote of a majority of all       
Trustees of the Fund in office at the time or by the "vote of a majority        
of the outstanding voting securities" (as defined in the Investment             
Company Act) of the Fund.  The Agreement automatically terminates in the        
event of "assignment" (as defined in the Investment Company Act).               

The Adviser performs certain accounting services for the Fund for an            
annual fee of $18,000, plus out-of-pocket costs and expenses reasonably         
incurred.                                                                       

Portfolio Transactions.  Under the Agreement, the Adviser renders all           
services to the Fund in connection with the purchase, sale or trade of          
securities for the Fund's portfolio.  As most purchases made by the Fund        
are principal transactions at net prices, the Fund does not incur               
substantial brokerage costs.   The Fund deals directly with the selling         
or purchasing principal or market maker without incurring charges for the       
services of a broker-dealer on its behalf unless it is determined that a        
better price or execution may be obtained by utilizing the services of a        
broker-dealer.  Purchases of portfolio securities from underwriters             
include a commission or concession paid by the issuer to the underwriter,       
and purchases from broker-dealers include a spread between the bid and          
asked price.  The Fund seeks to obtain prompt execution of orders at the        
most favorable net prices.                                                      

The Agreement contains provisions relating to the selection of brokers and      
dealers for the Fund's portfolio transactions.  The Adviser may use such        
broker-dealers as may, in its best judgment based on all relevant factors,      
implement the policy of the Fund to obtain "best execution" (as defined         
in the Agreement) at reasonable expense.  Under the Agreement, the Adviser      
has no duty or obligation to seek advance competitive bidding for the most      
favorable commission rate or to select any broker-dealer on the basis of        
its purported or "posted" commission rates 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 its portfolio transactions to the extent consistent with the interests      
and policies of the Fund as established by the Board of Trustees and the        
provisions of the Agreement.  The Adviser may also consider sales of            
shares of funds managed by the Adviser or its affiliates as a factor in         
the selection of brokers.                                                       

Transactions may be directed to brokers or dealers for their execution and      
research services, on which no dollar value can be placed.  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 for the commissions of these other accounts may be useful both         
to the Fund and one or more of such other accounts.  Such research, which       
may be supplied by a third party at the instance of a broker or a dealer,       
includes information on particular companies and industries as well as          
market, economic or institutional activity areas.  It serves to broaden         
the scope and supplement the research activities of the Adviser, to make        
available additional views for consideration and comparisons, and to            
enable the Adviser to obtain market information for the valuation of            
securities held in the Fund's portfolio.  The Board of Trustees has             
permitted the Adviser to use concessions on fixed-price offerings to            
obtain research, in the same manner as is permitted for agency                  
transactions.  The commissions paid to any one broker may be higher than        
another qualified broker would have charged, if a good faith determination      
is made by the Adviser that the commission is reasonable in relation to         
the services provided.  No dollar value can be or is required to be placed      
on the brokerage services provided by the brokers selected by the Adviser       
and there is no formula under which any of them are entitled to the             
allocation of a particular amount of commissions.  The Board of Trustees        
of the Fund, including the independent Trustees, annually reviews               
information furnished by the Adviser relative to the commissions paid to        
brokers furnishing such services in an effort to ascertain that the amount      
of such commissions was reasonably related to the value or benefit of such      
services.  The Fund did not pay brokerage commissions during the fiscal         
year ended October 31, 1993.                                                    

Subject to the provisions of the Agreement, allocations of the Fund's           
brokerage commissions for its portfolio transactions are made by portfolio      
managers under the supervision of executive officers of the Adviser.  The       
Fund pays a brokerage commission each time it writes a call or put,             
purchases a call or put, effects a closing transaction, or purchases or         
sells a security on the exercise of a call or put.  Such option                 
commissions may be higher on a relative basis than those which would apply      
to direct purchases and sales of portfolio securities.   When the Fund          
engages in an option transaction, ordinarily the same broker-dealer will        
be used for the purchase or sale of the option and any transactions in the      
securities to which the option relates.  When orders to purchase or sell        
the same security on identical items are placed by more than one of the         
funds managed by the Adviser or its affiliates, the transactions are            
averaged as to price and allocated as to amount in accordance with daily        
purchase or sale orders actually placed for each fund.  It is recognized        
that in some cases this procedure could have a detrimental effect on the        
price or volume of such securities as far as the Fund is concerned.  In         
other cases, however, it is believed that the ability of the Fund to            
participate in volume transactions will produce better execution for the        
Fund.  Such orders are combined when possible for the purpose of                
negotiating brokerage commissions.                                              

The Administrator.  Mitchell Hutchins Asset Management Inc., an affiliate       
of Paine Webber Incorporated, serves as the Fund's Administrator pursuant       
to an Administration Agreement between the Fund and the Administrator (the      
"Administration Agreement").  Services provided by the Administrator to         
the Fund relate to compliance and administrative functions, including the       
preparation and dissemination of reports to shareholders and the                
Securities and Exchange Commission, filing the Fund's tax returns,              
establishing and monitoring its accounting policies, processing its bills,      
determining and arranging for notice of the Fund's dividends and                
distributions, disseminating the Fund's proxy materials and overseeing          
tabulation of proxy ballots, reviewing the provision of services to the         
Fund by its independent public accountants, custodian, transfer agent and       
accounting agent and making available an employee selected to serve as a        
Fund officer.  Under the Administration Agreement, the Fund pays the            
Administrator a fee computed and paid weekly at the annual rate of 0.20%        
of the Fund's net assets at the end of the week.  The Administration            
Agreement is subject to the same termination provisions as the Agreement.       
During the fiscal year ended October 31, 1993, the Fund paid the                
Administrator administration fees of $111,769.                                  

The Transfer, Shareholder Servicing and Dividend Paying Agent.  SFSI, a         
subsidiary of the Adviser, 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 $58,799 in expenses for the fiscal year ended            
October 31, 1993 for services provided by SFSI.  United Missouri Trust          
Company of New York acts as co-transfer agent and co-registrar with SFSI        
to provide such services as SFSI may request.                                   

RECEIPT OF SHAREHOLDER PROPOSALS                                                

Any shareholder who wishes to present a proposal for action at the next         
annual meeting of shareholders and who wishes to have it set forth in a         
proxy statement and identified in the form of proxy prepared by the Fund        
must notify the Fund in such a manner so that such notice is received by        
the Fund by November 19, 1994 and in such form as is required under the         
rules and regulations promulgated by the Securities and Exchange                
Commission.                                                                     

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        

May 12, 1994                                                                    

DEF 14A
6th “Page” of 12
TOC
1st
Previous
Next
↓Bottom
Just 6th
                                         Exhibit A

INDEPENDENT AUDITORS' REPORT                                                    

Oppenheimer Management Corporation:                                             

We have audited the accompanying consolidated statement of financial            
condition of Oppenheimer Management Corporation and subsidiaries as of          
December 31, 1993.  This financial statement is the responsibility of the       
Company's management.  Our responsibility is to express an opinion on this      
financial statement based on our audit.                                         

We conducted our audit in accordance with generally accepted auditing           
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the statement of financial            
condition is free of material misstatement.  An audit includes examining,       
on a test basis, evidence supporting the amounts and disclosures in the         
statement of financial condition.  An audit also includes assessing the         
accounting principles used and significant estimates made by management,        
as well as evaluating the overall statement of financial condition              
presentation.  We believe that our audit provides a reasonable basis for        
our opinion.                                                                    

In our opinion, such consolidated statement of financial condition              
presents fairly, in all material respects, the financial position of            
Oppenheimer Management Corporation and subsidiaries at December 31, 1993        
in conformity with generally accepted accounting principles.                    

As discussed in Note 1 to the financial statements, the Company changed         
its method of accounting for income taxes to conform with Statement of          
Financial Accounting Standards No. 109.                                         

DELOITTE & TOUCHE                                                               

Denver, Colorado                                                                
February 16, 1994                                                               

DEF 14A
7th “Page” of 12
TOC
1st
Previous
Next
↓Bottom
Just 7th
OPPENHEIMER MANAGEMENT CORPORATION AND SUBSIDIARIES                             

CONSOLIDATED STATEMENT OF FINANCIAL CONDITION                                   
DECEMBER 31, 1993                                                               

ASSETS                                                            NOTES         

CURRENT ASSETS:                                                                 
Cash                                                $ 31,940,116
Investments in money market                                     
  mutual funds                                        26,850,605
Investments in managed mutual funds                    4,981,458
Investments in Zero Coupon U.S.                                 
Treasuries Trust, at market                                 3,897,237     
Accounts receivable:                                            
  Brokers and dealers                  2              49,538,320
Managed mutual funds                       2,3             11,433,524     
       Affiliated companies                              100,495
       Income taxes                                   13,902,237
       Other                                           4,471,131
Other current assets                                   2,124,857
                                                         -------------

Total current assets                                         149,239,980        
                                                         -----------------
PROPERTY AND EQUIPMENT - Less                                                   
accumulated depreciation and                                                
amortization of $8,169,031                                   8,896,837      
                                                           -----------------

OTHER ASSETS:                                                                   
Intangible assets, net                  1            113,445,572
Deferred sales commissions                            54,452,051
Deferred charges                                       1,550,484
Other                                                  1,607,387
                                                            ----------------

Total other assets                                            171,055,494       
                                                            ------------------
TOTAL                                                        $329,192,311       

DEF 14A
8th “Page” of 12
TOC
1st
Previous
Next
↓Bottom
Just 8th
LIABILITIES AND SHAREHOLDER'S EQUITY                                            
                     NOTES
CURRENT LIABILITIES:                                                            
Accounts payable and accrued                                                
expenses                                              $ 33,866,353      
Subscriptions payable to managed                                            
mutual funds                                  2         71,371,285      
Payable to brokers and dealers            2          9,483,935  
Current portion of long-term debt        5,6        17,463,094  
                                                    ------------

Total current liabilities                                    132,184,667        
                                                      --------------

LONG-TERM LIABILITIES:                                                          
Deferred income taxes                             4         15,447,486      
Senior debt                                 5         59,781,186
Subordinated notes                          6         44,450,000
                                                       -------------
Total liabilities                                            251,863,339        
                                                         ---------------

COMMITMENTS                                         1,8                         

SHAREHOLDER'S EQUITY:                               5,7                         
Preferred stock - nonvoting;                                    
$10 par value; 392,461 shares                     
authorized; 25,141 shares                         
       issued and outstanding                            251,410
Common Stock - voting; $.10 par                                 
value; 229,246 shares authorized;                 
179,658 shares issued and                         
       outstanding                                        17,966
Additional paid-in capital                            49,241,234
Retained earnings                                     27,818,362
                                                       ---------------
Total shareholder's equity                                   77,328,972         
                                                         -----------------

TOTAL                                                       $329,192,311        

See notes to consolidated statement of financial condition.                     

DEF 14A
9th “Page” of 12
TOC
1st
Previous
Next
↓Bottom
Just 9th
OPPENHEIMER MANAGEMENT CORPORATION AND SUBSIDIARIES                             

NOTES TO CONSOLIDATED STATEMENT OF FINANCIAL CONDITION                          
DECEMBER 31, 1993                                                               

1.      THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES                     

Oppenheimer Management Corporation (OMC) and its subsidiaries   
(collectively, the "Company") are engaged in the business of    
   organizing, promoting, and managing registered investment companies
(hereafter referred to as "mutual funds").                      

    OMC owns all the outstanding stock of Oppenheimer Funds Distributor,
    Inc., Shareholder Services, Inc. (SSI), HarbourView Asset Management
 Corporation, Centennial Asset Management Corporation, Oppenheimer
    Partnership Holdings, Inc., and Shareholder Financial Services, Inc.
OMC is a wholly-owned subsidiary of Oppenheimer Acquisition     
   Corporation (OAC), which is controlled by Massachusetts Mutual Life
Insurance Company and senior management of OMC.                 

     Principles of Consolidation - The accompanying consolidated statement
of financial condition includes the accounts of OMC and its     
     subsidiaries.  All significant intercompany transactions and balances
have been eliminated in consolidation.                          

Investments in Money Market Mutual Funds - The Company invests  
   available cash in money market mutual funds managed by the Company.
The investments are recorded at cost which equals market.       

Investments in Managed Mutual Funds - The Company owns shares of
stock in several of the mutual funds it manages.  The shares are
purchased at their respective net asset values.  The resulting  
investments are recorded at cost which approximates market.     

     Investments in Zero Coupon U.S. Treasuries Trust - The Company is the
     Sponsor for the Oppenheimer Zero Coupon U.S. Treasuries Trust and has
 undertaken to maintain a secondary market for units in the Trust.
The investments are carried at market.                          

    Property and Equipment - Property and equipment is recorded at cost.
     Equipment depreciation expense is provided over the assets' estimated
     useful lives on the straight-line method.  Leasehold improvements are
     amortized on the straight-line method over the remaining terms of the
lease agreements.                                               

DEF 14A
10th “Page” of 12
TOC
1st
Previous
Next
↓Bottom
Just 10th
                                                        [Enlarge/Download Table]

     Intangible Assets - Intangible assets at December 31, 1993, are as                             
     follows:                                                                                       
                                                                            Less                    
                                            Useful                       Accumulated       Net      
                                            Lives           Cost         Amortization   Book Value  
                                       -----------       -----------     ------------   ----------- 
                                                                                                    
Debt Issuance Costs                       7 years       $  5,535,450     $ (2,999,400)  $  2,536,050
Management Contracts                      7 years         38,600,000      (18,840,667)    19,759,333
Goodwill                                 25 years        100,766,565      (11,671,455)    89,095,110
Other                                  4-10 years          4,385,906       (2,330,827)     2,055,079
                                                         -----------      ------------    ----------
                                                        $149,287,921     $(35,842,349)  $113,445,572

Deferred Sales Commissions - Sales commissions paid to brokers and    
dealers in connection with sales of shares of certain mutual funds are
charged to deferred sales commissions and amortized over six years.   
Early withdrawal charges received by the Company from redeeming       
shareholders reduce unamortized deferred sales commissions.           

Stock Appreciation Rights - OAC has granted certain stock appreciation
rights relating to OAC's stock to certain employees of OMC.  During   
1993, OMC recorded $21,603,294 relating to these stock appreciation   
rights as a credit to additional paid-in capital.                     

 Income Taxes - OAC files a consolidated federal income tax return which
includes the Company.  Income taxes are recorded as if the Company    
 files on a separate return basis.  During 1993 the Company was required
to adopt Statement of Financial Accounting Standards No. 109,         
Accounting for Income Taxes.  Statement 109 requires a change from the
 deferred method of accounting for income taxes of APB Opinion 11 to the
asset and liability method of accounting for income taxes.  The asset 
and liability method prescribed by Statement 109 results in deferred  
tax assets and liabilities being recorded for the differences between 
the book and tax basis relating to the Company's assets and           
liabilities.                                                          

The Company adopted Statement 109 in 1993 and has elected to restate  
prior years beginning with the 1990 period.  The effect of this       
restatement on prior years has been reflected in retained earnings as 
of December 31, 1992.                                                 

2. TRANSACTIONS WITH BROKERS AND DEALERS                                        

The Company acts as general distributor for the sale and distribution 
of shares of several mutual funds.  In this capacity, the Company     
records a receivable when it issues confirmations of all accepted     
purchase orders to the originating brokers and dealers; at the same   
time, the Company records a liability to the mutual funds equal to the
net asset value of all shares subject to such confirmations.  This    
liability must be paid to the mutual funds within 11 business days    
unless the trade is canceled.  If the originating broker or dealer    
fails to make timely settlement of its purchase order under the terms 
of its dealer agreement with the Company, the Company may cancel the  
purchase order and, at the Company's risk, hold responsible the       
originating broker or dealer.                                         

When brokers and dealers place share redemption orders with a fund's  
distributor, the Company records a receivable from the mutual funds   
equal to the net asset value of all shares redeemed; at the same time 
the Company records a corresponding liability payable to the          
originating brokers.                                                  

3.   RELATED PARTIES                                                            

The following is a summary of the significant balances, transactions  
and relationships with affiliated companies and other related parties 
as of December 31, 1993:                                              

Officers and Directors of the Company; Shareholders of OAC - Several  
officers and directors of the Company and shareholders of OAC are also
officers and directors or trustees of the mutual funds managed and    
distributed by the Company.                                           

Transfer Agents - SSI and Oppenheimer Shareholder Services (OSS), a   
division of OMC, act as transfer and shareholder servicing agents for 
the mutual funds managed by the Company and others.  Amounts charged  
to managed mutual funds are based on costs incurred on behalf of the  
mutual funds pursuant to service agreements between SSI or OSS and the
 mutual funds.  SSI also acts as transfer agent for certain mutual funds
not managed by the Company, and amounts charged to those funds are    
based on fees set by contracts with the respective mutual funds.      

The receivable from managed mutual funds includes $2,466,000 resulting
 from transfer agency fees and expenditures made on behalf of the mutual
funds at December 31, 1993.                                           

4.   INCOME TAXES                                                               

As discussed in note 1, the Company adopted Statement 109 in 1993 and 
 has applied the provisions of the Statement retroactively to 1990.  The
principal effect of this change in accounting for income taxes related
to the remeasurement of the 1990 acquisition of Maximum Holdings, Inc.
and resulted in the recording of goodwill in the amount of $13,800,000
and deferred taxes payable in the same amount.  In addition, retained 
earnings at December 31, 1992 was increased by $2,001,702 to reflect  
the effects of the restatement as of that date.                       

Deferred tax assets of $20,165,000 have been recorded in the          
accompanying financial statements.  These amounts primarily relate to 
the benefit associated with certain state tax loss carryforwards and  
compensation not deductible for tax purposes until paid.  A valuation 
allowance has not been recorded with respect to this deferred tax     
asset.  Deferred tax liabilities of $35,612,000 have also been        
 recorded.  These amounts relate primarily to the current deduction, for
tax purposes, of deferred sales commissions which are amortized over  
six years for book purposes and the difference in book and tax basis  
relating to certain management contracts.                             

The Company has certain net operating loss carryforwards relating to  
various states.  If not used in the interim, these losses will        
generally expire on December 31, 2008.                                

5.   SENIOR DEBT                                                                

At December 31, 1993, the Company has outstanding $77.2 million of    
Senior Debt borrowed from five banks.  This amount is comprised of a  
term loan of $23.7 million due September 30, 1997 and $53.5 million   
outstanding on a $75 million revolving credit.  The revolving credit  
 is subject to annual renewal, and, if not renewed, is repayable in four
 annual installments.  The debt bears interest at the Company's election
at the rate for Eurodollar deposits plus 1 1/2% or the higher of the  
prime rate, plus 1/2% or the federal funds rate plus 1/2%.  The credit
agreement contains covenants requiring certain minimum financial tests
 and restrictions on capital expenditures, investments, indebtedness and
dividends.  At December 31, 1993, the Company was in compliance with  
the terms of the credit agreement.  In addition, the banks have also  
received a pledge of the shares of the Company's subsidiaries and     
guarantees of certain subsidiaries.  Borrowings under the credit      
agreement are collateralized by certain assets of the Company.        

The mandatory principal repayment schedule for the term loan is as    
follows (000's):                                                      
                          1994      $ 10,000
                          1995        12,000
                          1996         1,700
                                    --------
                                    $ 23,700
                                     =======

The credit agreement has certain provisions whereby specified amounts 
of excess cash flow on a semi-annual basis, as defined in the         
agreement, must be applied to reduce the outstanding loan balance.    
There are no prepayment penalties.                                    

The Company has entered into interest rate swap agreements whereby    
certain banks have agreed to pay the Company interest on a floating   
rate (Eurodollar) basis and the Company has agreed to pay the banks   
interest on a fixed rate basis.  At December 31, 1993, the Company has
fixed an interest rate of 10.00% on $29,000,000 of the Senior Debt.   
The interest rate swap agreements mature December 31, 1994.           

The Company is exposed to credit loss in the event of non-performance 
 by the other parties to the interest rate swap agreements; however, the
Company does not anticipate non-performance by the counterparties.    
Based on borrowing rates currently available to the Company for senior
and subordinated loans with similar terms, maturities and prepayment  
options, the Company estimates that the fair value of its interest    
bearing debt and the related interest rate swap agreements is $124.6  
million as compared to the carrying amount shown on the balance sheet 
of $121.7 million.                                                    

6.   SUBORDINATED NOTES                                                         

 Pursuant to a Note Agreement as amended and restated as of November 24,
1992 (the Note Agreement), the Company issued to a group of insurance 
companies owned by Massachusetts Mutual Life Insurance Company,       
$44,450,000 face amount of Subordinated Notes (Notes) due October 31, 
2000.  The Notes are subordinated to the Senior Debt obligations, (see
Note 5).  The Notes require semi-annual interest payments at a rate of
14% on October 31 and April 30 of each year.  The Company may make    
optional prepayments of Notes, with a penalty, beginning November 1,  
1995.  The Note Agreement contains covenants requiring certain minimum
financial tests and restrictions on capital expenditures, investments,
indebtedness and dividends.  At December 31, 1993, the Company was in 
compliance with the terms of the Note Agreement.                      

The mandatory principal repayment schedule for the Notes is as follows
(000's):                                                              
                           1998      $14,800
                           1999       14,825
                           2000       14,825
                                     -------
                                     $44,450
                                      ======

7.   SHAREHOLDER'S EQUITY                                                       

                                                        [Enlarge/Download Table]

The following table summarizes the various series and classes of                                
preferred and common stocks that are authorized, issued and outstanding                         
as of December 31, 1993:                                                                        

                                                                     Shares                     
                                                                          Issued and            
                                                        Authorized        Outstanding     Amount
                                                                                                
Preferred stock - non-voting;                                                                   
 $10 par value:                                                                                 
   Series A - $15.00 non-cumulative,                                                            
     non-convertible                                        1,350                               
   Series B - $1.50 non-cumulative,                                                             
     non-convertible                                      186,500                               
   Series C - $1.00 cumulative,                                                                 
     non-convertible                                       12,150           12,150      $121,500
   Series D - $.60 cumulative,                                                                  
     convertible:                                                                               
       Class A                                            161,523                               
       Class B                                             30,938           12,991       129,910
                                                           ---------        ---------  ---------
Total                                                     392,461           25,141      $251,410
                                                          =======          =======       =======

Common stock - voting; $.10                                                                     
 par value:                                                                                     
   Common shares                                         212,461           162,873      $ 16,287
   Class A common shares                                  16,785            16,785         1,679
                                                        ------------       ----------    -------

Total                                                    229,246           179,658      $ 17,966
                                                         =======           =======       =======

The outstanding preferred shares are redeemable, at the option of the 
Company, at $10 per share plus all accrued and unpaid dividends.  In  
 the event of dissolution or liquidation, the preferred shareholders are
entitled to receive these same amounts before any distributions are   
made to the common shareholder.  The Series D Preferred Shares are    
convertible, at the option of the shareholder, into common shares on  
a one-for-one basis.                                                  

8.   COMMITMENTS                                                                

Leases - The Company rents office space and certain computer and other
equipment under leases expiring during the next 15 years.  At December
31, 1993, the aggregate minimum annual rentals under noncancelable    
operating leases were as follows:                                     

Years Ending      
December 31       
------------      

                  1994                 $ 6,237,568
                  1995                   4,406,666
                  1996                   3,513,503
                  1997                   2,573,471
                  1998                   2,223,802
                  Thereafter            10,660,288
                                       -----------
                                       $29,615,298
                                       ===========

DEF 14A
11th “Page” of 12
TOC
1st
Previous
Next
↓Bottom
Just 11th
OPPENHEIMER MULTI-GOVERNMENT TRUST                                              
PROXY FOR ANNUAL SHAREHOLDERS MEETING TO BE HELD JUNE 20, 1994                  

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 Multi-Government Trust                                              
Proxy for Annual Shareholders Meeting to be held June 20, 1994                  

The undersigned shareholder of Oppenheimer Multi-Government Trust (the          
"Fund") does hereby appoint Robert Bishop, George C. Bowen, Andrew J.           
Donohue and Scott Farrar, and each of them, as attorneys-in-fact and            
proxies of the undersigned, with full power of substitution, to attend the      
Annual Meeting of Shareholders of the Fund to be held June 20, 1994, at         
3410 South Galena Street, Denver, Colorado, 80231 at 2:00 P.M., Denver          
time, and at all adjournments thereof, and to vote the shares held in the       
name of the undersigned on the record date for said meeting for the             
election of Trustees and on the Proposals specified on the reverse side.        
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.                 

DEF 14A
Last “Page” of 12
TOC
1st
Previous
Next
↓Bottom
Just 12th
Oppenheimer Multi-Government Trust/Proxy for Annual Shareholders Meeting        
to be held June 20, 1994                                                        

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.   Election of Trustees                                                       

A) L. Cherne                               D) L. Levy                 
B) E. Delaney                              E) E. Regan                
C) R. Galli                                F) C. Yeutter              

____     FOR all nominees                  ____  WITHHOLD AUTHORITY   
listed except as marked to                       to vote for all      
   the contrary at left.                            nominees listed at left.
Instruction: To withhold                                              
authority to vote for any                                             
individual nominee, line                                              
out that nominee's name                                               
at left.                                                              

2.   Ratification of selection of KPMG Peat Marwick as independent auditors     
(Proposal No. 1)                                                      

FOR____          AGAINST____               ABSTAIN____                

3.   Approval of changing the Fund's fundamental investment policies with       
respect to investment in U.S. government securities and investment in           
foreign government securities to non-fundamental investment policies            
(Proposal No. 2)                                                                

FOR____          AGAINST____               ABSTAIN____                

     Dated:  ___________________________, 1994
       (Month)               (Day)

               ___________________________________
Signature(s)        

               ___________________________________
Signature(s)        

  Please read both sides of this ballot.

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.                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
		12/31/08		10
		10/31/00		10					24F-2NT,  N-30D,  NSAR-B
		9/30/97		10
		11/1/95		10
		9/30/95		5
		12/31/94		5		10
		11/19/94		5
For Period End:		6/20/94		3		12			PRE 14A
Filed on:		5/12/94		4		5
		4/26/94		4		5
		2/16/94		6
		12/31/93		5		10
		12/15/93		5
		12/9/93		5
		11/1/93		4		5
		10/31/93		5					ARS
		10/6/93		5
		12/31/92		10
		11/24/92		10
		10/1/92		5
									List all Filings