OPPENHEIMER INTERNATIONAL LARGE-CAP CORE TRUST
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant(s) / X /
Filed by a party other than the registrant / /
Check the appropriate box:
/ X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OFI TREMONT CORE STRATEGIES HEDGE FUND
OFI TREMONT MARKET NEUTRAL HEDGE FUND
OPPENHEIMER INTERNATIONAL LARGE-CAP CORE TRUST
OPPENHEIMER INTERNATIONAL VALUE TRUST
OPPENHEIMER LIMITED TERM CALIFORNIA MUNICIPAL FUND
OPPENHEIMER PORTFOLIO SERIES
OPPENHEIMER REAL ESTATE FUND
OPPENHEIMER SELECT VALUE FUND
OPPENHEIMER TOTAL RETURN BOND FUND
OPPENHEIMER TREMONT MARKET NEUTRAL FUND, LLC
OPPENHEIMER TREMONT OPPORTUNITY FUND
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(Name of Registrant(s) as Specified in Its Charter)
SAME AS ABOVE
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ X / No Fee Requred
/ / Fee Computed on table below per Exchange Act Rules 14a
-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing Party:
(4) Date Filed:
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i
DRAFT 07/18/05
OFI TREMONT CORE STRATEGIES HEDGE FUND
OFI TREMONT MARKET NEUTRAL HEDGE FUND
OPPENHEIMER INTERNATIONAL LARGE-CAP CORE TRUST on behalf of
-Oppenheimer International Large-Cap Core Fund
OPPENHEIMER INTERNATIONAL VALUE TRUST on behalf of
-Oppenheimer International Value Fund
OPPENHEIMER LIMITED TERM CALIFORNIA MUNICIPAL FUND
OPPENHEIMER PORTFOLIO SERIES on behalf of
-Oppenheimer Active Allocation Fund
-Oppenheimer Aggressive Investor Fund
-Oppenheimer Conservative Investor Fund
-Oppenheimer Moderate Investor Fund
OPPENHEIMER REAL ESTATE FUND
OPPENHEIMER SELECT VALUE FUND
OPPENHEIMER TOTAL RETURN BOND FUND
OPPENHEIMER TREMONT MARKET NEUTRAL FUND, LLC
OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD September 26, 2005
The Oppenheimer funds listed above (each a "Fund" and collectively the "Funds")
will host a joint Special Meeting of shareholders and members (collectively,
"shareholders") on September 26, 2005 at 1:00 p.m., Mountain Time, as may be adjourned
from time-to-time. The Special Meeting will be held at the Funds' offices located at
6803 South Tucson Way, Centennial, Colorado 80112. At the Special Meeting,
shareholders will be asked to vote on the following:
1. A proposal to elect eleven Trustees
2. Proposals to change or eliminate certain fundamental investment policies.
Any shareholder who owned shares of a Fund at the close of business on June 29,
2005 (the "Record Date") will receive notice of the Meeting and will be entitled to
vote at the Meeting or any adjournment or postponement of the Meeting. Please read the
full text of the enclosed Proxy Statement for a complete understanding of the proposals.
YOU CAN VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL.
WE URGE YOU TO VOTE PROMPTLY.
YOUR VOTE IS IMPORTANT.
PLEASE HELP YOUR FUND AVOID THE EXPENSES OF ADDITIONAL SOLICITATIONS BY VOTING TODAY
Dated: July 28, 2005
By Order of the Board of Trustees/Members
Robert G. Zack, Secretary
OFI TREMONT CORE STRATEGIES HEDGE FUND
OFI TREMONT MARKET NEUTRAL HEDGE FUND
OPPENHEIMER INTERNATIONAL LARGE-CAP CORE TRUST on behalf of
-Oppenheimer International Large-Cap Core Fund
OPPENHEIMER INTERNATIONAL VALUE TRUST on behalf of
-Oppenheimer International Value Fund
OPPENHEIMER LIMITED TERM CALIFORNIA MUNICIPAL FUND
OPPENHEIMER PORTFOLIO SERIES on behalf of
-Oppenheimer Active Allocation Fund
-Oppenheimer Aggressive Investor Fund
-Oppenheimer Conservative Investor Fund
-Oppenheimer Moderate Investor Fund
OPPENHEIMER REAL ESTATE FUND
OPPENHEIMER SELECT VALUE FUND
OPPENHEIMER TOTAL RETURN BOND FUND
OPPENHEIMER TREMONT MARKET NEUTRAL FUND, LLC
OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC
JOINT SPECIAL MEETING OF SHAREHOLDERS
September 26, 2005
This is a Proxy Statement for the above listed Oppenheimer funds (each a "Fund"
and collectively the "Funds"). The Board of Trustees or Board of Managers ("Board") of
the Funds is soliciting proxies for a joint Special Meeting of shareholders and members
(collectively "shareholders") of each Fund to approve proposals that have already been
approved by the Board. (The Board of Trustees and Board of Managers are the same
board. For purposes of this Proxy Statement, a member of the Board is referred to as a
"Trustee" and collectively referred to as the "Trustees".)
The Board has sent you this Proxy Statement to ask for your vote on several
proposals affecting your Fund. The Funds will hold a Special Meeting of Shareholders
on September 26, 2005 at 1:00 p.m. Mountain Time, as may be adjourned from time to
time. The Special Meeting will be held at the Funds' offices located at 6803 South
Tucson Way, Centennial, Colorado 80112 in order to consider the proposals described in
this Proxy Statement.
Any shareholder who owned shares of a Fund on June 29, 2005 (the "Record Date")
will receive notice of the Meeting and will be entitled to vote at the meeting or any
adjournment or postponement of the meeting. Shareholders are entitled to cast one vote
for each full share and fractional vote for each fractional share they own on the
Record Date.
You should read the entire Proxy Statement before voting. Depending on the Fund for
which you are a shareholder, please call the following number if any questions:
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If you are a shareholder in: Please call 1-800-225-5677
(1-800-CALL-OPP) if you have
International Large-Cap Core Fund any questions.
International Value Fund
Limited Term California Municipal Fund
Portfolio Series-Active Allocation Fund
Portfolio Series-Aggressive Investor Fund
Portfolio Series-Conservative Investor Fund
Portfolio Series-Moderate Investor Fund
Real Estate Fund
Select Value Fund
Total Return Bond Fund
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If you are a shareholder in: Please call 1-866-634-6220 if
you have any questions.
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
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If you are a shareholder in: Please call 1-800-858-9826 if
you have any questions.
Tremont Market Neutral Fund, LLC
Tremont Opportunity Fund, LLC
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The Funds expect to mail the Notice of Special Meeting, this Proxy Statement and
proxy ballot to shareholders on or about July 28, 2005.
The Funds are required by federal law to file reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). The SEC maintains
a website that contains information about the Funds (www.sec.gov). You can inspect and
copy the proxy material, reports and other information at the public reference
facilities of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549. You can also
obtain copies of these materials from the Public Reference Branch, Office of Consumer
Affairs and Information Services of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
The Annual Report to Shareholders of each Fund (if available), including financial
statements of the Fund, has previously been sent to shareholders. Upon request, each
Fund's most recent annual and subsequent semi-annual report (when available) is
available at no cost.
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If you are a shareholder in: To request a report, please
call 1-800-225-5677
International Large-Cap Core Fund (1-800-CALL-OPP) or write to
International Value Fund [Fund Name] at
Limited Term California Municipal Fund OppenheimerFunds Services,
Portfolio Series-Active Allocation Fund P.O. Box 5270, Denver,
Portfolio Series-Aggressive Investor Fund Colorado 80217-5270.
Portfolio Series-Conservative Investor Fund
Portfolio Series-Moderate Investor Fund
Real Estate Fund
Select Value Fund
Total Return Bond Fund
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If you are a shareholder in: To request a report, please
call 1-866-634-6220; or write
OFI Tremont Core Strategies Hedge Fund to [Fund Name] at, 6803 South
OFI Tremont Market Neutral Hedge Fund Tucson Way, Centennial,
Colorado 80112.
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If you are a shareholder in: To request a report, please
call 1-800-858-9826 or write
Tremont Market Neutral Fund, LLC to [Fund Name] at: P.O. Box
Tremont Opportunity Fund, LLC 5270, Denver, Colorado
80217-5270.
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QUESTIONS AND ANSWERS:
What proposals am I being asked to vote on?
You are being asked to vote on the following proposals:
PROPOSAL 1: To elect eleven Trustees for the Funds.
For the election of Trustees, shareholders of Oppenheimer Portfolio Series
(Active Allocation Fund, Aggressive Investor Fund, Conservative Investor Fund and
Moderate Investor Fund) will vote together. Shareholders of all other Funds will vote
separately.
PROPOSAL 2: To approve changes in or elimination of, certain fundamental investment
policies.
The following table identifies each sub-proposal in Proposal 2 and shows which
proposals apply to your Fund(s). Shareholders of each Fund will vote separately on
each sub-proposal in Proposal 2 as indicated below.
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Name of Oppenheimer 2a 2b 2c 2d 2e 2f
Fund BorrowinConcentratInvestingLendingReal Senior
of in Estate Securities
InvestmentOther and
Investment Commodities
Companies
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International X X X
Large-Cap Core Fund
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International Value X X X
Fund
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Limited Term X X X X
California Municipal
Fund
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Real Estate Fund X X X X X X
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Select Value Fund X X
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Total Return Bond Fund X X X
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OFI Tremont Market X X X X
Neutral Hedge Fund
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OFI Tremont Core X X X X
Strategies Hedge Fund
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Tremont Opportunity X X X X
Fund, LLC
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Tremont Market Neutral X X X X
Fund, LLC
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Has my Fund's Board approved the Proposals?
Yes. The Board unanimously approved these proposals and recommends that you vote
to approve each proposal.
Why am I being asked to elect eleven Trustees?
The Funds' Board is currently comprised of five Trustees, three of whom (or 60%)
are not "interested persons" of the Funds (as that term is defined in the Investment
Company Act of 1940) ("Independent Trustees"). The Securities and Exchange Commission
("SEC") recently adopted a new rule requiring that the Funds' Board be comprised of at
least 75% Independent Trustees. Additionally, Section 16(a) of the Investment Company
Act requires that at least a majority of the Trustees be elected by the shareholders.
In addition, new Trustees cannot be appointed by the existing Trustees to fill
vacancies created by retirements, resignations or an expansion of the Board unless,
after those appointments, at least 66.67% of the Trustees have been elected by
shareholders. Therefore, in order to change the composition of the Board members to
satisfy both the new 75% independence rule and the existing requirement that 66.67% of
the Trustees be elected by the shareholders, a shareholder vote is necessary to elect
Trustees. Finally, the election of all the Trustees by shareholders will facilitate
the appointment by the Board of future Trustees if that becomes necessary.
In considering how best to satisfy these regulatory requirements and for the
reasons outlined below, on June 9, 2005, the Funds' Board approved the nomination of
eight members of one of the current boards of trustees/directors of 24 other
Oppenheimer funds (the board of those 24 other funds is hereinafter referred to as
"Board I"), along with three current members of the Funds' Board (Mr. Joseph M. Wikler,
Mr. Peter I. Wold and Mr. John V. Murphy) to serve as Trustees for the Funds and to
form a single, new common board ("Combined Board") to oversee the Funds in this Proxy
Statement. Two current members of the Funds' Board, Mr. Eustis Walcott and Mr. Ronald
J. Abdow, are not standing for election to the Combined Board. Mr. Murphy currently
serves as a Trustee on both the Funds' Board and for the 24 other funds overseen by
Board I.
This means that your Fund will be overseen by the Combined Board, which would
increase the number of trustees on your Fund's Board from five to eleven members. The
Combined Board then would oversee the 14 Funds included in this proxy statement and 24
other Oppenheimer funds. In this regard, a separate proxy statement has been sent to
the shareholders of those other Oppenheimer funds asking the shareholders of those
funds to approve the same eleven nominees to serve as trustees for those funds.
Due to the increased complexity and regulatory requirements and responsibilities
imposed on trustees of registered investment companies, the Funds' Board believes it is
appropriate to increase the number of Board members overseeing the Funds. As a result
of the increase in membership of the Combined Board, each Fund's respective share of
the Trustees' aggregate compensation and expenses normally might be expected to
increase. However, following the consolidation of the Funds' Board and Board I into
the Combined Board, the Trustees' compensation and expenses will be allocated among 38
Funds (rather than the current 14 Funds) and among a significantly larger amount of
combined assets (approximately $39.9 billion in combined assets among the 38 Funds
compared to approximately $676.8 million among the current 14 Funds). As a result,
because the pro rata share of compensation and expenses paid by each Fund is to a large
extent, reflective of each Fund's average net assets as a percentage of the aggregate
average net assets of all of the Funds overseen by the Board, each Fund's proportionate
share of compensation and expenses is expected to decrease following the consolidation
of the two Boards into the Combined Board. The expected decrease in the proportionate
shares of Trustee compensation and expenses paid by each Fund is based on current
levels of Trustee compensation and expenses. The Trustees are entitled to establish
their own level of compensation and expenses and, therefore, the compensation and
expenses could increase in the future.
In addition to the expected cost savings to each Fund, the Board considered the
following items, among others, in approving the consolidation of the two boards and
recommending to shareholders the election of the eleven Nominees:
o the knowledge and background of the Nominees will strengthen the Board through
the addition of experienced and capable Trustees, which will benefit the Funds
and their shareholders through enhanced governance and oversight of the Funds;
o representations from the Manager that the formation of, and the consolidation of
the Funds' Board and Board I into the Combined Board would benefit the Funds
because it would improve oversight by (i) providing the Manager with
administrative efficiencies by reducing certain duplication of expenses and
management responsibilities and duties related to multiple boards and (ii)
enhancing the Combined Board's access to management and resources; and
o the increase in the number of funds to be overseen by the Combined Board will
improve Board oversight by giving the Trustees the opportunity to become more
familiar with more aspects of Fund and complex-wide operations and provide
each Trustee experience in handling a larger variety of mutual fund issues.
Why is the Board recommending changes to or elimination of, certain investment
policies for the Funds, and why must the changes be submitted to shareholders?
In some cases the changes to or elimination of, a policy is in response to
changes in regulatory requirements since the Funds implemented their current policies.
Changes are also being recommended in an effort to modernize the policies, provide the
Funds additional flexibility, and/or achieve consistency among the Funds and other
funds in the Oppenheimer family of funds. The Proxy Statement explains each of the
proposed changes to or addition or elimination of, a policy. Shareholders are only
being asked to approve the changes in investment policies that are "fundamental" and
that apply to their respective Fund(s). A "fundamental" investment policy can be
changed only with the approval of shareholders.
Will the proposed changes in the fundamental investment policies change the
investment objective of my Fund?
No. Each Fund will continue to be managed according to its current investment
objective.
When will the Shareholder Meeting be held?
The Meeting will be held on September 26, 2005, unless it is adjourned.
How do I vote my shares?
You can vote your shares by completing and signing the enclosed proxy ballot(s),
and mailing the proxy ballot(s) in the enclosed postage paid envelope. You also may
vote your shares by telephone or via the internet by following the instructions on the
attached proxy ballot(s) and accompanying materials.
If you need assistance, or have any questions regarding the proposals or how to vote
your shares, depending on the Fund for which you are a shareholder, please call the
following number if any questions:
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If you are a shareholder in: Please call 1-800-225-5677
(1-800-CALL-OPP) if you have
International Large-Cap Core Fund any questions.
International Value Fund
Limited Term California Municipal Fund
Portfolio Series-Active Allocation Fund
Portfolio Series-Aggressive Investor Fund
Portfolio Series-Conservative Investor Fund
Portfolio Series-Moderate Investor Fund
Real Estate Fund
Select Value Fund
Total Return Bond Fund
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If you are a shareholder in: Please call 1-866-634-6220 if
you have any questions.
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
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If you are a shareholder in: Please call 1-800-858-9826 if
you have any questions.
Tremont Market Neutral Fund, LLC
Tremont Opportunity Fund, LLC
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PROPOSAL 1
ELECTION OF TRUSTEES
At the Meeting, eleven (11) Nominees are to be elected as Trustees. If elected,
the Trustees will serve indefinite terms until their respective successors are duly
elected and qualified. The persons named as attorneys-in-fact in the enclosed proxy
have advised the Funds that, unless a proxy ballot instructs them to withhold authority
to vote for all listed nominees or any individual nominee, all validly executed proxies
will be voted for the election of all the nominees named further below as Trustees of
the Funds.
The Funds are not required, and do not intend, to hold annual shareholder
meetings for the purpose of electing Trustees. As a result, if elected, the Trustees
will hold office until their successors are duly elected and shall have qualified. If
a nominee should be unable to accept election, serve his or her term or resign, the
Board may, subject to the Investment Company Act of 1940 (referred to in this Proxy
Statement as the "Investment Company Act"), in its discretion, select another person to
fill the vacant position. Each of the nominees has consented to be named as such in
this Proxy Statement and to serve as Trustee if elected.
Although the Funds will not normally hold annual meetings of their shareholders,
they may hold shareholder meetings from time to time on important matters.
Shareholders also have the right to call a meeting to remove a Trustee or to take other
action as described in the Funds' organizing documents. Also, if at any time, less
than a majority of the Trustees holding office has been elected by the shareholders of
a Fund, the Trustees then in office will promptly call a shareholders' meeting for the
purpose of electing Trustees to that Fund.
Except for Mr. Murphy, each Nominee is an Independent Trustee. Mr. Murphy is an
"interested person" of the Funds, because he is affiliated with the Manager by virtue of
his positions as an officer and director of the Manager, and as a shareholder of its
parent company.
The Nominees and the Funds' officers (including the portfolio managers), their
positions with the Funds and length of service in such positions as well as their
principal occupations and business affiliations during the past five years are listed
below. The address of each Trustee in the chart below is 6803 S. Tucson Way,
Centennial, CO 80112-3924. Each Trustee will serve for an indefinite term, until his or
her resignation, retirement, death or removal.
What Factors Did The Board Consider In Selecting The Nominees?
The Nominating Committee recommended each Nominee listed below to the Board.
After due consideration, the Board recommended to shareholders the election of those
Nominees. In making the recommendation, the Board and its Nominating Committee took
into consideration a number of factors, including the knowledge, background, and
experience of each of the Nominees. In addition, the Board and the Nominating Committee
considered the benefits of combining their expertise for purposes of overseeing the
Funds from a complex-wide perspective; the benefits of bringing the collective
knowledge and experience of the Combined Board to bear on compliance and governance
issues; and the broader regulatory perspective of the larger Combined Board.
The Board and its Nominating Committee also considered representations from the
Manager concerning additional benefits of consolidating the two boards, including:
improved efficiency of operations with one fewer Board; enhanced oversight of service
providers; and the reduction and standardization of multiple policies and procedures.
Additionally, the Manager expects administrative efficiencies in fund governance and
other cost-savings to be realized from the Board consolidation, because multiple boards
have resulted in duplication of expenses and management time in connection with
board-related tasks or matters.
Although the increase in the number of Trustees typically might be expected to
result in an increase in the aggregate Trustee salaries and expenses paid by the Funds,
in this situation, each Fund's proportionate share of Trustee compensation and expenses
is expected to decrease. The expected decrease in compensation and expenses to be paid
by each Fund is expected to be realized because following the consolidation of the
Funds' Board and Board I into the Combined Board, the Trustees' compensation and
expenses will be allocated among 38 Funds (rather than the current 14 Funds) and among
a significantly larger amount of combined assets (approximately $39.9 billion in
combined assets among the 38 Funds compared to approximately $676.8 million among the
current 14 Funds). As a result, because the pro rata share of compensation and
expenses paid by each Fund is to a large, extent, reflective of each Fund's average net
assets as a percentage of the aggregate average net assets of all of the Funds overseen
by the Board, each Fund's proportionate share of compensation and expenses is expected
to decrease following the consolidation of the two Boards into the Combined Board. The
expected decrease in the proportionate shares of Trustee compensation and expenses paid
by each Fund is based on current levels of compensation and expenses. The Trustees are
entitled to establish their own level of compensation and expenses and, therefore, the
compensation and expenses could increase in the future.
Nominees for Independent Trustees.
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Name, Principal Occupation(s) During Past 5 Years;
Position(s) Held with Other Trusteeships/Directorships Held by Trustee;
Funds, Number of Portfolios in Fund Complex Overseen by
Length of Service, Trustee if elected at the Meeting
Age
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Clayton K. Yeutter, Independent Chairman of Board I and Trustee of
None Board I since 1991. Of Counsel (since 1993),
Age: 74 Hogan & Hartson (a law firm). Other directorships:
Danielson Holding Corp. (since 2002); formerly a
director of Weyerhaeuser Corp. (1999-2004),
Caterpillar, Inc. (1993-December 2002), ConAgra
Foods (1993-2001), FMC (1993-2001) and Texas
Instruments (1993-2001). If elected at the meeting
Trustee would oversee 38 portfolios in the
OppenheimerFunds complex.
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Matthew P. Fink, Trustee of Board I since 2005. Trustee (since
None 2005) of the Committee for Economic Development
Age: 64 Director (a policy research foundation); Director
(since October 1991) of ICI Education Foundation.
Formerly President of the Investment Company
Institute (October 1991-October 2004), Director of
ICI Mutual Insurance Company (October 1991-June
2004). If elected at the meeting, Trustee would
oversee 38 portfolios in the OppenheimerFunds
complex.
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Robert G. Galli, Trustee of Board I since 1993. Trustee or director
None of other Oppenheimer funds. If elected at the
Age: 71 meeting, Trustee would oversee 48 portfolios in
the OppenheimerFunds complex.
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Phillip A. Griffiths, Trustee of Board I since 1999. A director (since
None 1991) of the Institute for Advanced Study,
Age: 66 Princeton, N.J., a director (since 2001) of GSI
Lumonics, a trustee (since 1983) of Woodward
Academy, a Senior Advisor (since 2001) of The
Andrew W. Mellon Foundation. A member of: the
National Academy of Sciences (since 1979),
American Academy of Arts and Sciences (since
1995), American Philosophical Society (since 1996)
and Council on Foreign Relations (since 2002).
Formerly a director of Bankers Trust New York
Corporation (1994-1999). If elected at the
meeting, Trustee would oversee 38 portfolios in
the OppenheimerFunds complex.
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Mary F. Miller, Trustee of Board I since 2004. Trustee (since
None October 1998) of the American Symphony Orchestra
Age: 62 (not-for-profit performing arts). Formerly a
Senior Vice President and General Auditor of
American Express Company (financial services)
(July 1998-February 2003). If elected at the
meeting, Trustee would oversee 38 portfolios in
the OppenheimerFunds complex.
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Joel W. Motley, Trustee of Board I since 2002. Director (since
None 2002) Columbia Equity Financial Corp.
Age: 53 (privately-held financial adviser); Managing
Director (since 2002) Carmona Motley, Inc.
(privately-held financial adviser); Formerly he
held the following positions: Managing Director
(January 1998-December 2001), Carmona Motley
Hoffman Inc. (privately-held financial adviser);
Managing Director (January 1992-December 1997),
Carmona Motley & Co. (privately-held financial
adviser). If elected at the meeting, Trustee would
oversee 38 portfolios in the OppenheimerFunds
complex.
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Kenneth A. Randall Trustee of Board I since 1988. A director of
None Dominion Resources, Inc. (electric utility holding
Age: 78 company); formerly a director of Prime Retail,
Inc. (real estate investment trust) and Dominion
Energy, Inc. (electric power and oil & gas
producer), President and Chief Executive Officer
of The Conference Board, Inc. (international
economic and business research) and a director of
Lumbermens Mutual Casualty Company, American
Motorists Insurance Company and American
Manufacturers Mutual Insurance Company. If elected
at the meeting, Trustee would Oversee 38
portfolios in the OppenheimerFunds complex.
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Russell S. Reynolds, Trustee of Board I since 1999. Chairman (since
Jr., 1993) of The Directorship Search Group, Inc.
None (corporate governance consulting and executive
Age: 73 recruiting); a life trustee of International House
(non-profit educational organization), and a
trustee (since 1996) of the Greenwich Historical
Society. If elected at the meeting, Trustee would
oversee 38 portfolios in the OppenheimerFunds
complex.
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Joseph M. Wikler, Trustee of the Funds' Boards since their
Trustee Since 2002 organizations. A director (since 1996) of Lakes
Age: 64 Environmental Association, and Medintec (since
1992) and Cathco (since 1995) (medical device
companies); a member of investment committee of
the Associated Jewish Charities of Baltimore
(since 1994); formerly a director of
Fortis/Hartford mutual funds (1994-2001). If
elected at the meeting and at a separate
shareholder meeting of the Board I funds, Trustee
would oversee 38 portfolios in the
OppenheimerFunds complex.
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Peter I. Wold Independent Chairman (since 2004) and Trustee of
Trustee Since 2002 the Funds' Boards since their organizations.
Age : 57 President of Wold Oil Properties, Inc. (an oil and
gas exploration and production company); Vice
President, Secretary and Treasurer of Wold Trona
Company, Inc. (soda ash processing and
production); Vice President of Wold Talc Company,
Inc. (talc mining); Managing Member,
Hole-in-the-Wall Ranch (cattle ranching); formerly
Director and Chairman of the Board, Denver Branch
of the Federal Reserve Bank of Kansas City
(1993-1999) and Director of PacifiCorp.
(1995-1999), an electric utility. If elected at
the meeting and at a separate shareholder meeting
of the Board I funds, Trustee would oversee 38
portfolios in the OppenheimerFunds complex.
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Nominee for Interested Trustee
The address of Mr. Murphy in the chart below is Two World Financial Center, 225
Liberty Street, New York, NY 10281-1008. Mr. Murphy will serve for an indefinite term,
until his resignation, retirement, death or removal.
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Name, Principal Occupation(s) During Past 5 Years;
Position(s) Held with Other Trusteeships/Directorships Held by Trustee;
Fund, Number of Portfolios in Fund Complex Currently
Length of Service Overseen by Trustee
Age
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John V. Murphy, Chairman, Chief Executive Officer and director
President and (since June 2001) and President (since September
Trustee since 2001 2000) of the Manager; President and a director or
Age: 56 trustee of other Oppenheimer funds; President and a
director (since July 2001) of Oppenheimer
Acquisition Corp. (the Manager's parent holding
company) and of Oppenheimer Partnership Holdings,
Inc. (a holding company subsidiary of the Manager);
a director (since November 2001) of
OppenheimerFunds Distributor, Inc. (a subsidiary of
the Manager); Chairman and a director (since July
2001) of Shareholder Services, Inc. and of
Shareholder Financial Services, Inc. (transfer
agent subsidiaries of the Manager); President and a
director (since July 2001) of OppenheimerFunds
Legacy Program (a charitable trust program
established by the Manager); a director of the
investment advisory subsidiaries of the Manager:
OFI Institutional Asset Management, Inc. and
Centennial Asset Management Corporation (since
November 2001), HarbourView Asset Management
Corporation and OFI Private Investments, Inc.
(since July 2001); President (since November 1,
2001) and a director (since July 2001) of
Oppenheimer Real Asset Management, Inc.; a director
(since November 2001) of Trinity Investment
Management Corp. and Tremont Advisers, Inc.
(investment advisory affiliates of the Manager);
Executive Vice President (since February 1997) of
Massachusetts Mutual Life Insurance Company (the
Manager's parent company); a director (since June
1995) of DLB Acquisition Corporation (a holding
company that owns the shares of David L. Babson &
Company, Inc.); formerly, Chief Operating Officer
(September 2000-June 2001) of the Manager;
President and trustee (November 1999-November 2001)
of MML Series Investment Fund and MassMutual
Institutional Funds (open-end investment
companies); a director (September 1999-August 2000)
of C.M. Life Insurance Company; President, Chief
Executive Officer and director (September
1999-August 2000) of MML Bay State Life Insurance
Company. Oversees 66 portfolios as Trustee/Director
and serves as an officer for 83 portfolios in the
OppenheimerFunds complex.
----------------------------------------------------------------------------
One of the nominees, Russell S. Reynolds, Jr., has reported he has a controlling
interest in The Directorship Group, Inc. ("The Directorship Search Group"), a director
recruiting firm that provided consulting services to Massachusetts Mutual Life
Insurance Company (which controls the Manager) for fees of $137,500 for the calendar
year ended December 31, 2002. Mr. Reynolds reported that The Directorship Search Group
did not provide consulting services to Massachusetts Mutual Life Insurance Company
during the calendar years ended December 31, 2003 or December 31, 2004.
The Independent Trustees of Board I have unanimously (except for Mr. Reynolds,
who abstained) determined that the consulting arrangements between The Directorship
Search Group and Massachusetts Mutual Life Insurance Company were not material business
or professional relationships that would compromise Mr. Reynolds' status as an
Independent Trustee. Nonetheless, to assure certainty as to determinations of Board I
(and the Combined Board) and the Independent Trustees as to matters upon which the
Investment Company Act or the rules thereunder require approval by a majority of
Independent Trustees, Mr. Reynolds will not, prior to January 1, 2006, be counted for
purposes of determining whether a quorum of Independent Trustees was present or whether
a majority of Independent Trustees approved the matter.
The dollar ranges of securities beneficially owned by the Trustees in the Funds
and in the Oppenheimer family of funds as of December 31, 2004 (as of March 31, 2005
for Mr. Fink and June 30, 2005 for Mr. Wikler) are as follows:
----------------------------------------------------------------------------
Name Dollar Range of Equity Securities Owned Aggregate Dollar
in the Funds Range of Equity
Securities in All
Funds Overseen or
to be overseen by
Trustee or Nominee
in Oppenheimer
Family of
Investment Companies
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Fink None Over $100,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Galli None Over $100,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. None Over $100,000
Griffiths
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Ms. Miller None None
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Motley None Over $100,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Randall None Over $100,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Reynolds None Over $100,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Wikler Real Estate Fund - $10,001-$50,000 Over$100,000
Select Value Fund - $10,001 - $50,000
International Value Fund -
$10,001-$50,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Wold Real Estate Fund - Over $100,000 Over $100,000
Select Value Fund - $50,001-$100,000
Total Return Bond Fund - $50,000-$100,000
Tremont Market Neutral Fund, LLC - Over
$100,000
Tremont Opportunity Fund, LLC - Over
$100,000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Mr. Yeutter None Over $100,000
----------------------------------------------------------------------------
General Information Regarding the Combined Board
If shareholders approve the election of the Nominees as Trustees, the Funds will
be governed by the Combined Board. The Funds' current Board is, and the Combined Board
will be, responsible for protecting the interests of shareholders. The Trustees meet
periodically throughout the year to oversee the Funds' activities, review their
performance and review the actions of the Manager (and Sub-advisor if applicable) which
is responsible for the Funds' day-to-day operations. Eight meetings of Board I and
four meetings of the Funds' current Board were held during the calendar year ended
December 31, 2004. Each Trustee nominee was present for at least 75% of the aggregate
number of meetings and all committees on which that Trustee served that were held
during the period.
Committees of the Board of Trustees
The Funds' current Board has one standing committee: an Audit Committee.
Following approval of the Trustee Nominees, it is anticipated that the Combined Board
with establish at least four standing committees: an Audit Committee, a Regulatory &
Oversight Committee, a Governance Committee, and a Proxy Committee, under a charter
identical to that of the corresponding Board I committee.
The Audit Committee is comprised solely of Independent Trustees. Messrs. Wikler
(Chairman) and Wold are members of the Board's Audit Committee. The members of the
Board I Audit Committee are Mr. Motley (Chairman), Mr. Randall and Ms. Miller. The
Board's Audit Committee held four meetings during the calendar year ended December 31,
2004 and the Audit Committee of Board I held six meetings during the calendar year
ended December 31, 2004. The Combined Board will select the members of its Audit
Committee which will provide the Combined Board with recommendations regarding the
selection of the Funds' independent registered public accounting firm. The Audit
Committee will also review the scope and results of audits and the audit fees charged,
review reports from the Funds' independent registered public accounting firm concerning
the Funds' internal accounting procedures and controls, and reviews reports of the
Manager's internal auditor, among other duties as set forth in the Committee's charter.
The Funds' Audit Committee reviewed and discussed the audited financial
statements with management and the independent auditors, discussed matters required to
be discussed with the independent auditors, received the required written disclosures
and letter from the independent auditors, discussed the independence of the auditors
with the independent auditors and based on these discussions and review recommended to
the Board of Trustees that the audited financial statements be included in each Fund's
annual report for the Fund's most recently completed fiscal year in which an annual
report was sent to shareholders. The Funds have adopted an Audit Committee Charter. A
copy of the charter is attached as Appendix A to this Proxy Statement.
The members of the Regulatory & Oversight Committee of Board I are Mr. Galli
(Chairman), Mr. Motley and Mr. Griffiths. The Regulatory & Oversight Committee of Board
I held six meetings during the calendar year ended December 31, 2004. The Combined
Board will select members of the Combined Board's Regulatory & Oversight Committee.
The Regulatory & Oversight Committee will evaluate and report to the Combined Board on
the Funds' contractual arrangements, including the investment advisory and distribution
agreements, transfer and shareholder service agreements and custodian agreements as
well as the policies and procedures adopted by the Funds to comply with the Investment
Company Act and other applicable laws, among other duties as set forth in the
Committee's charter.
The members of the Proxy Committee of Board I are Mr. Reynolds (Chairman), Mr.
Fink and Ms. Miller. The Proxy Committee of Board I held one meeting during the
calendar year ended December 31, 2004. The Proxy Committee will provide the Combined
Board with recommendations for proxy voting and will monitor proxy voting by the Funds.
The Governance Committee of Board I is comprised solely of Independent Trustees.
The members of the Governance Committee are Mr. Griffiths (Chairman), Mr. Reynolds and
Mr. Randall. The Governance Committee of Board I held six meetings during the calendar
year ended December 31, 2004. The Combined Board will select members of the Combined
Board's Governance Committee. The Governance Committee will review the Funds'
governance guidelines, the adequacy of the Funds' Codes of Ethics, and will develop
qualification criteria for Combined Board members consistent with the Funds' governance
guidelines, among other duties set forth in the Committee's charter. The Governance
Committee of Board I, and the Audit Committee of the Board have served as the
nominating committees of their respective Boards. It is anticipated that the
Governance Committee of the Combined Board will serve as a nominating committee for the
Combined Board. It will review and recommend nominees to the Combined Board. The
Committee will be comprised entirely of Independent Trustees. The Combined Board is
not expected to have a standing compensation committee. At an organizational meeting
of the Combined Board, that Board will adopt a written charter for the Governance
Committee that will, among other things, describe the responsibilities of the
Governance Committee of the Combined Board for nominating candidates for election as
Independent Trustees of the Funds. A copy of that Governance Committee charter will
then be made available to shareholders on the OppenheimerFunds website at
www.oppenheimerfunds.com.
------------------------
Under the current policy of each of the existing Board and Board I, if the Board
determines that a vacancy exists or is likely to exist on the Board, the Committee that
serves as the nominating committee will consider candidates for Board membership
including those recommended by the Funds' shareholders. That committee will consider
nominees recommended by Independent Board members or recommended by any other Board
members including board members affiliated with the Funds' investment advisors. The
Committee may, upon Board approval, retain an executive search firm to assist in
screening potential candidates. Upon Board approval, the Committee may also use the
services of legal, financial, or other external counsel that it deems necessary or
desirable in the screening process. Shareholders wishing to submit a nominee for
election to the Board may do so by mailing their submission to the offices of
OppenheimerFunds, Inc., Two World Financial Center, 225 Liberty Street, 11th Floor, New
York, NY 10281-1008, to the attention of the Board of Trustees of [name of Fund], c/o
the Secretary of the Fund.
Submissions should, at a minimum, be accompanied by the following: (1) the name,
address, and business, educational, and/or other pertinent background of the person
being recommended; (2) a statement concerning whether the person is an "interested
person" as defined in the Investment Company Act; (3) any other information that the
Fund would be required to include in a proxy statement concerning the person if he or
she was nominated; and (4) the name and address of the person submitting the
recommendation and, if that person is a shareholder, the period for which that person
held Fund shares. Shareholders should note that a person who owns securities issued by
Massachusetts Mutual Life Insurance Company (the parent company of the Manager) would
be deemed an "interested person" under the Investment Company Act. In addition,
certain other relationships with Massachusetts Mutual Life Insurance Company or its
subsidiaries, with registered broker-dealers, or with the Funds' outside legal counsel
may cause a person to be deemed an "interested person."
The applicable Committee has not established specific qualifications that it
believes must be met by a trustee nominee. In evaluating trustee nominees, that
Committee considers, among other things, an individual's background, skills, and
experience; whether the individual is an "interested person" as defined in the
Investment Company Act of 1940; and whether the individual would be deemed an "audit
committee financial expert" within the meaning of applicable SEC rules. The Committee
also considers whether the individual's background, skills, and experience will
complement the background, skills, and experience of other nominees and will contribute
to the Board. There are no differences in the manner in which the Committee evaluates
nominees for trustees based on whether the nominee is recommended by a shareholder.
Candidates are expected to provide a mix of attributes, experience, perspective and
skills necessary to effectively advance the interests of shareholders.
Compensation of Trustees
The Combined Board's Independent Trustees receive compensation for service as a
Trustee and as a Committee member (if applicable) and are reimbursed for expenses
incurred in connection with attending such Board and Committee meetings. Each Fund for
which an Independent Trustee serves as a trustee pays a share of these expenses.
The officers of the Funds and one Trustee (Mr. Murphy), who are affiliated with
the Manager, receive no salary or fee from the Funds. The total compensation from all
the Oppenheimer funds represents compensation received for serving as a director,
trustee or member of a committee (if applicable) of the Board of those funds during the
calendar year 2004.
---------------------------------------------------------------------
Director Name and Other Aggregate Estimated Total
Annual Compensation
Retirement From All
Benefits Oppenheimer
to be Paid Funds For Which
Compensation Upon Individual
Board Position(s) From the Retirement(1) Serves As
(as applicable) Funds Trustee/Director
---------------------------------------------------------------------
---------------------------------------------------------------------
Clayton K. Yeutter None $78,699 $173,700
Chairman of the Board
of
Board I
---------------------------------------------------------------------
---------------------------------------------------------------------
Matthew Fink None None(4) None(4)
Board I Proxy Committee
---------------------------------------------------------------------
---------------------------------------------------------------------
Robert G. Galli None $53,808 $237,312(2)
Board I Regulatory &
Oversight Committee
Chairman
---------------------------------------------------------------------
---------------------------------------------------------------------
Phillip Griffiths None $31,640 $142,092
Board I Governance
Committee Chairman and
Regulatory & Oversight
Committee Member
---------------------------------------------------------------------
---------------------------------------------------------------------
Mary F. Miller None None(3) $8,532(3)
Board I Audit Committee
and Proxy Committee
Member
---------------------------------------------------------------------
---------------------------------------------------------------------
Joel W. Motley None $32,076 $150,760
Board I Audit Committee
Chairman and Regulatory
& Oversight Committee
Member
---------------------------------------------------------------------
---------------------------------------------------------------------
Kenneth A. Randall None $82,900 $134,080
Board I Audit Committee
and Governance
Committee Member
---------------------------------------------------------------------
---------------------------------------------------------------------
Russell S. Reynolds, Jr. None $63,746 $106,792
Board I Proxy Committee
Chairman and Governance
Committee Member
---------------------------------------------------------------------
---------------------------------------------------------------------
Joseph M. Wikler $1,550 (from N/A(5) $23,000
Audit Committee Chairman each Fund)
---------------------------------------------------------------------
---------------------------------------------------------------------
Peter I. Wold $1,550 (from N/A(5) $20,500
Audit Committee Member each Fund)
---------------------------------------------------------------------
1. Under the Current Retirement Plan for Board I Trustees, Estimated Annual Retirement
Benefits to be Paid Upon Retirement is based on a straight life payment plan election
with the assumption that a Trustee will retire at the age of 75 and is eligible (after
7 years of service) to receive retirement plan benefits as described below under
"Retirement Plan for Trustees".
2. Includes $111,000 paid to Mr. Galli for serving as trustee or director of 10 other
Oppenheimer funds other than Board I Funds.
3. Board I appointed Ms. Miller as a Trustee to 14 Funds on August 13, 2004 and to 10
Funds on October 26, 2004. As a result, her estimated annual retirement benefits are
undeterminable.
4. Board I appointed Mr. Fink as a Trustee on January 1, 2005 and therefore, he did not
receive any compensation for the calendar year 2004. As a result, his estimated annual
retirement benefits are undeterminable.
4. The Funds' current Board does not have a retirement plan.
Retirement Plan for Trustees
The 24 Funds currently governed by Board I have adopted a retirement plan that
provides for payments to retired Independent Trustees. The retirement plan is expected
to continue under the Combined Board. Payments are up to 80% of the average
compensation paid during a Trustee's five years of service in which the highest
compensation was received. A Trustee must serve as Trustee for any of the Funds for at
least seven years in order to be eligible for retirement plan benefits and must serve
for at least 15 years to be eligible for the maximum benefit. Each Trustee's
retirement benefits will depend on the amount of the Trustee's future compensation and
length of service.
Deferred Compensation Plan for Trustees
Board I has adopted a Deferred Compensation Plan for Independent Trustees that
enables them to elect to defer receipt of all or a portion of the annual fees they are
entitled to receive from the Funds. The Deferred Compensation Plan is expected to
continue under the Combined Board. Under the plan, the compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been invested in
shares of one or more Oppenheimer funds selected by the Trustee. The amount paid to
the Trustee under the plan will be determined based upon the performance of the
selected funds. Deferral of Trustee's fees under the plan will not materially affect
the Funds' assets, liabilities and net income per share. The plan will not obligate
the Funds to retain the services of any Trustee or to pay any particular level of
compensation to any Trustee. Pursuant to an order issued by the SEC, each Fund may
invest in the Funds selected by the Trustee under the plan without shareholder approval
for the limited purpose of determining the value of the Trustee's deferred fee account.
Officers
Information is given below about the executive officers who are not Trustees of
the Funds, including their business experience during the past five years. Messrs.
Gillespie, Petersen, Vandehey, Vottiero, Wixted and Zack and Mses. Bloomberg and Ives,
respectively, hold the same offices with the other Oppenheimer funds in the
OppenheimerFunds family of funds. The address of the officers in the chart below is as
follows: for Messrs. Gillespie, Zack and Ms. Bloomberg, Two World Financial Center,
225 Liberty Street, New York, NY 10281-1008, for Messrs. Petersen, Vandehey, Vottiero,
Wixted and Ms. Ives, 6803 S. Tucson Way, Centennial, CO 80112-3924. All officers serve
at the pleasure of the Board. Each officer serves for an indefinite term or until his
or her earlier resignation, retirement, death or removal.
-------------------------------------------------------------------------------------
Officers of the Funds
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name, Principal Occupation(s) During Past 5 Years
Position(s) Held with
Funds, Length of
Service,
Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of
Treasurer since 1999 the Manager; Treasurer of HarbourView Asset Management
Age: 45 Corporation, Shareholder Services, Inc., Oppenheimer Real
Asset Management, Inc., Shareholder Financial Services,
Inc., Oppenheimer Partnership Holdings, Inc. (since March
1999), of OFI Private Investments, Inc. (since March 2000),
OppenheimerFunds International Ltd. and OppenheimerFunds
plc (since May 2000) of OFI Institutional Asset Management,
Inc. (since November 2000), and of OppenheimerFunds Legacy
Program (a Colorado non-profit corporation) (since June
2003); Treasurer and Chief Financial Officer (since May
2000) of OFI Trust Company (a trust company subsidiary of
the Manager); Assistant Treasurer (since March 1999) of
Oppenheimer Acquisition Corp. Formerly Assistant Treasurer
of Centennial Asset Management Corporation (March
1999-October 2003) and OppenheimerFunds Legacy Program
(April 2000-June 2003). An officer of 83 portfolios in the
OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Mark S. Vandehey, Senior Vice President and Chief Compliance Officer (since
Vice President and March 2004) of the Manager; Vice President (since June
Chief Compliance 1983) of OppenheimerFunds Distributor, Inc., Centennial
Officer Asset Management Corporation and Shareholder Services,
since 2004 Inc. Formerly (until February 2004) Vice President and
Age: 54 Director of Internal Audit of the Manager. An officer of
83 Portfolios in the Oppenheimer funds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Philip Vottiero, Vice President/Fund Accounting of the Manager since March
Assistant Treasurer of 2002. Formerly Vice President/Corporate Accounting of
since 2002 the Manager (July 1999-March 2002). An officer of 83
Age: 41 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian Petersen, Assistant Vice President of the Manager since August 2002;
Assistant Treasurer formerly Manager/Financial Product Accounting (November
since 2004 1998-July 2002) of the Manager. An officer of 83
Age: 34 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Zack, Executive Vice President (since January 2004) and General
Secretary Counsel (since February 2002) of the Manager; General
since 2001 Counsel and a director (since November 2001) of the
Age: 56 Distributor; General Counsel (since November 2001) of
Centennial Asset Management Corporation; Senior Vice
President and General Counsel (since November 2001) of
HarbourView Asset Management Corporation; Secretary and
General Counsel (since November 2001) of Oppenheimer
Acquisition Corp.; Assistant Secretary and a director
(since October 1997) of OppenheimerFunds International Ltd.
and OppenheimerFunds plc; Vice President and a director
(since November 2001) of Oppenheimer PartnershipHoldings,
Inc.; a director (since November 2001) of Oppenheimer Real
Asset Management, Inc.; Senior Vice President, General
Counsel and a director (since November 2001)Shareholder
Financial Services, Inc. and OFI Trust Company; Vice
President (since November 2001) of Oppenheimer Funds Legacy
Program; Senior Vice President and General Counsel (since
November 2001) of OFI Institutional Asset Management, Inc.;
a director (since June 2003) of OppenheimerFunds (Asia)
Limited. Formerly Senior Vice President (May 1985-December
2003), Acting General Counsel (November 2001-February 2002)
and associate General Counsel (May 1981-October 2001) of
the Manager; Assistant Secretary of Shareholder Services,
Inc. (May 1985-November 2001), Shareholder Financial
Services, Inc. (November 1989-November 2001); and
OppenheimerFunds International Ltd. (October 1997-November
2001). An Officer of 83 portfolios in the OppenheimerFunds
complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Phillip S. Gillespie, Senior Vice President and Deputy General Counsel of the
Assistant Secretary Manager since September 2004. Formerly Mr. Gillespie held
since 2004 the following positions at Merrill Lynch Investment
Age: 40 Management: First Vice President (2001-September 2004);
Director (from 2000) and Vice President (1998-2000). An
officer of 74 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kathleen T. Ives, Vice President (since June 1998) and Senior Counsel and
Assistant Secretary Assistant Secretary (since October 2003) of the Manager;
since 2001 Vice President (since 1999) and Assistant secretary (since
Age: 39 October 2003) of the Distributor; Assistant Secretary
(since October 2003) of Centennial Asset Management
Corporation; Vice President and Assistant Secretary (since
1999) of Shareholder Services, Inc.; Assistant Secretary
(since December 2001) of OppenheimerFunds Legacy Program
and of Shareholder Financial Services, Inc. Formerly an
Assistant Counsel (August 1994-October 2003). An officer of
83 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Lisa I. Bloomberg, Vice President and Associate Counsel of the Manager since
Assistant Secretary May 2004; formerly First Vice President and Associate
since 2004 General Counsel of UBS Financial Services Inc. (formerly
Age: 36 PaineWebber Incorporated) (May 1999-April 2004). An
officer of 83 portfolios in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
Portfolio Managers (and Officers) of the Funds
------------------------------------------------------------------------------------
Name, Principal Occupation(s) During Past 5 Years
Position(s) Held with Fund,
Length of Service,
Age
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Antulio Bomfim, Vice President of the Manager since October 2003. He
Vice President and is also a portfolio manager of 11 other portfolios in
Portfolio Manager Total the OppenheimerFunds complex. Mr. Bomfim was a
Return Bond Fund since 2003 Senior Economist at the Board of Governors of the
Age: 38 Federal Reserve System from June 1992 to October 2003.
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Geoffrey Caan Vice President and Portfolio Manager of the Manager
Vice President and since August 2003; he is also a portfolio manager of
Portfolio Manager Total 11 other portfolios in the OppenheimerFunds complex.
Return Bond Fund since 2003 Formerly Vice President of ABN AMRO NA, Inc. (June
Age: 36 2002 - August 2003); Vice President of Zurich Scudder
Investments (January 1999 - June 2002).
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
John Damian, Vice President of the Manager since September 2001;
Vice President and an officer of 2 portfolios in the OppenheimerFunds
Portfolio Manager complex; formerly Senior Analyst/Director for
Select Value Fund since Citigroup Asset Management (November 1999 - September
2004 2001).
Age: 37
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Emmanuel Ferreira, Vice President of the Manager since January 2003. An
Vice President and officer of 5 portfolios in the OppenheimerFunds
Portfolio Manager Select complex. Formerly, Portfolio Manager at Lashire
Value Fund since 2004 Investments (July 1999-December 2002).
Age: 38
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Ronald H. Fielding, Senior Vice President of the Manager since January
Vice President and 1996; Chairman of the Rochester Division of the
Portfolio Manager Limited Manager since January 1996; an officer of 10
Term California Municipal portfolios in the OppenheimerFunds complex.
Fund since 2004
Age: 56
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Dominic Freud, Vice President of the Manager since April 2003. An
Vice President and officer of 2 portfolios in the OppenheimerFunds
Portfolio Manager complex. Formerly, a Partner and European Equity
International Value Fund Portfolio manager at SLS Management (January 2002 -
since 2003 February 2003) prior to which he was head of the
Age: 46 European equities desk and managing director at SG
Cowen (May 1994 - January 2002).
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Benjamin J. Gord, Vice President of the Manager (since April 2002), of
Vice President and HarbourView Asset Management Corporation (since April
Portfolio Manager Total 2002) and of OFI Institutional Asset Management, Inc.
Return Bond Fund since 2003 (as of June 2002); a portfolio manager of 11 other
Age: 42 portfolios in the OppenheimerFunds complex. Formerly
an executive director and senior fixed income analyst
at Miller Anderson & Sherrerd, a division of Morgan
Stanley Investment Management (April 1992-March 2002).
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Christopher Leavy, Senior Vice President of the Manager since September
Vice President and 2000; an officer of 8 portfolios in the
Portfolio Manager Select OppenheimerFunds complex. Formerly a portfolio
Value Fund since 2002 manager of Morgan Stanley Dean Witter Investment
Age: 34 Management (1997 - September 2000).
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Angelo Manioudakis, Senior Vice President of the Manager (since April
Vice President and 2002), of HarbourView Asset Management Corporation
Portfolio Manager Total (since April, 2002 and of OFI Institutional Asset
Return Bond Fund since 2003 Management, Inc. (since June 2002); an officer of 14
Age: 38 portfolios in the OppenheimerFunds complex. Formerly
Executive Director and portfolio manager for Miller,
Anderson & Sherrerd, a division of Morgan Stanley
Investment Management (August 1993-April 2002).
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Charles Moon, Vice President of the Manager (since April 2002, of
Vice President and HarbourView Asset Management Corporation (since April
Portfolio Manager Total 2002) and of OFI Institutional Asset Management, Inc.
Return Bond Fund since 2003 (since June 2002); a portfolio manager of 11 other
Age: 38 portfolios in the OppenheimerFunds complex. Formerly
executive director and portfolio manager at Miller
Anderson & Sherrerd, a division of Morgan Stanley
Investment Management (June 1999-March 2002).
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Dixon Morgan, Jr., Senior Director and Portfolio Manager of HarbourView
Vice President and Asset Management Corporation and OFI Institutional
Portfolio Manager Asset Management, Inc., both affiliates of the
International Large-Cap Manager, since April 2000; an officer of 1 portfolio
Core since 2003 in the OppenheimerFunds complex. Formerly a Managing
Age: 59 Director of Gratry & Company (July 1990 - April 2000).
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Rudi W. Schadt, Vice President, Director of Research in Product
Vice President and Design and Risk Management of the Manager; an officer
Portfolio Manager Portfolio of 7 portfolios in the OppenheimerFunds complex.
Series since 2005 Prior to joining the Manager in February 2002 he was
Age: 47 a Director and Senior Quantitative Analyst
(2000-2001) at UBS Asset Management.
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Dr. Jerry Webman, Senior Vice President (since February 1996) and
Vice President and Senior Investment Officer and Director (since 1997)
Portfolio Manager Portfolio of the Manager's Fixed Income Investments; Senior
Series since 2005 Vice President (since May 1999) of HarbourView Asset
Age: 55 Management Corporation. An officer of 4 portfolios in
the OppenheimerFunds complex.
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
William L. Wilby, Senior Vice President (since July 1994) and Senior
Vice President and Investment Officer, Director of Equities (since July
Portfolio Manager Portfolio 2004) of the Manager. Formerly, Senior Investment
Series since 2005 Officer, Director of International Equities of the
Age: 61 Manager (May 2000-July 2004) and Senior Vice
President of HarbourView Asset Management Corporation
(May 1999-November 2001). An officer of 6 portfolios
in the OppenheimerFunds complex.
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Kurt Wolfgruber, Executive Vice President (since March 2003) and Chief
Vice President and Investment Officer and Director (since July 2003) of
Portfolio Manager Portfolio the Manager; Director of HarbourView Asset Management
Series since 2005 Corporation and of OFI Institutional Asset
Age: 54 Management, Inc. (since June 2003) and of Tremont
Capital Management, Inc. (since October 2001). An
officer of 4 portfolios in the OppenheimerFunds
complex.
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
Caleb Wong, Vice President of the Manager since June 1999; worked
Vice President and in fixed-income quantitative research and risk
Portfolio Manager management for the Manager (since July 1996); an
Portfolio Series-Active officer of 2 portfolios in the OppenheimerFunds
Allocation Fund since 2005 complex.
Age: 39
------------------------------------------------------------------------------------
As of June 29, 2005, the Trustees, nominees for Trustee and officers,
individually and as a group, beneficially owned less than 1% of the outstanding shares
of any Fund, with the exception of International Value Fund and Select Value Fund, in
which the Trustees, nominees for Trustee and officers, individually and as a group,
owned 1.46% and 1.43% of the outstanding shares of International Value Fund and Select
Value Fund, respectively. The foregoing statement does not reflect ownership of shares
of any Fund held of record by an employee benefit plan for employees of the Manager,
other than the shares beneficially owned under the plan by the officers of the Fund
listed above. In addition, each Independent Trustee (including his or her family
members) does not own securities of either the Manager or OppenheimerFunds Distributor,
Inc. (the "Distributor" of the Funds) or any person directly or indirectly controlling,
controlled by or under common control with the Manager or Distributor.
Independent Registered Public Accounting Firm Fees and Services
The Funds selected Ernst & Young LLP LLP as their Independent Registered Public
Accounting Firm ("Principal Accountant" or "Ernst & Young") for each of the Funds' 2005
and 2004 fiscal years as well as the current fiscal year.
Audit Fees. Ernst & Young billed the Funds the following amounts in each Fund's fiscal
----------
2005 or 2004 for professional services that are normally provided by Ernst & Young in
connection with statutory and regulatory filings or engagements for those fiscal years.
---------------------------------------------------------------
Fund* 2005 2004
---------------------------------------------------------------
---------------------------------------------------------------
International Large-Cap Core Fund $13,050 $16,250
---------------------------------------------------------------
---------------------------------------------------------------
International Value Fund $15,650 $16,250
---------------------------------------------------------------
---------------------------------------------------------------
Limited Term California Municipal N/A** $22,250
Fund
---------------------------------------------------------------
---------------------------------------------------------------
OFI Tremont Core Strategies Hedge $68,300 $65,250
Fund
---------------------------------------------------------------
---------------------------------------------------------------
OFI Tremont Market Neutral Hedge Fund $68,300 $65,250
---------------------------------------------------------------
---------------------------------------------------------------
Real Estate Fund $19,450 $18,250
---------------------------------------------------------------
---------------------------------------------------------------
Select Value Fund $14,000 $10,900
---------------------------------------------------------------
---------------------------------------------------------------
Total Return Bond Fund $19,450 $18,250
---------------------------------------------------------------
---------------------------------------------------------------
Tremont Market Neutral Fund, LLC $36,325 $32,250
---------------------------------------------------------------
---------------------------------------------------------------
Tremont Opportunity Fund, LLC $36,325 $32,250
---------------------------------------------------------------
* The four series of Oppenheimer Portfolio Series: Active Allocation Fund,
Aggressive Investor Fund, Conservative Investor Fund, and Moderate Investor Fund
did not commence operations until 2005.
** Limited Term California Municipal Fund's 2005 fiscal year ends July 31, 2005
so fees are not yet available. The Fund commenced operations in February 2004
and has not yet completed two fiscal years of operations.
Audit-Related Fees. Audit-related fees are for assurance and related services by Ernst
------------------
& Young that are reasonably related to the performance of the auditor's review of the
Funds' financial statements and are not reported under the prior category.
Audit-related fees would include, among others: due diligence related to mergers and
acquisitions, accounting consultations and audits in connection with acquisitions,
internal control reviews and consultation concerning financial accounting and reporting
standards. Ernst & Young did not bill any such audit-related fees in each Fund's
fiscal 2005 or 2004 to the Funds or to the Fund's investment adviser or any entity
controlling, controlled by, or under common control with the adviser that provides
ongoing services to the Fund.
Tax Fees. Tax Fees would include tax compliance, tax planning and tax advice. Tax
--------
compliance generally involves preparation of original and amended tax returns, claims
for a refund and tax payment-planning services. Tax planning and tax advice includes
assistance with tax audits and appeals, tax advice related to mergers and acquisitions
and requests for rulings or technical advice from taxing authorities.
Except for International Large-Cap Core Fund's and International Value Fund's
fiscal year 2004, Ernst & Young did not bill any such amounts in the Funds' fiscal 2005
or 2004 to the Funds or to the Fund's investment adviser or any entity controlling,
controlled by, or under common control with the adviser that provides ongoing services
to the Fund. Ernst & Young billed $300 in tax fees to International Large-Cap Core
Fund and International Value Fund in fiscal 2004.
All Other Fees. All other fees would include products and services provided by Ernst &
--------------
Young other than the services reported under the prior three categories. Such fees
would include the cost to Ernst & Young of attending audit committee meetings. With
respect to the four Tremont funds, such fees would include services provided to the
Trustees with respect to analysis of the Funds' expenses, consultations with management
with respect to its due diligence review process surrounding investments and
consultations with OFDI with respect to software development.
Ernst & Young did not bill any such fees in each Fund's fiscal 2005 or 2004 to
the Funds. Ernst & Young billed the following amounts in other fees in each Fund's
fiscal 2005 or 2004 to the Fund's investment adviser or any entity controlling,
controlled by, or under common control with the adviser that provides ongoing services
to the Fund.
---------------------------------------------------------------
Fund* 2005 2004
---------------------------------------------------------------
---------------------------------------------------------------
International Large-Cap Core Fund $115,000 $0
---------------------------------------------------------------
---------------------------------------------------------------
International Value Fund $115,000 $0
---------------------------------------------------------------
---------------------------------------------------------------
Limited Term California Municipal N/A** $0
Fund
---------------------------------------------------------------
---------------------------------------------------------------
OFI Tremont Core Strategies Hedge $114,200 $0
Fund
---------------------------------------------------------------
---------------------------------------------------------------
OFI Tremont Market Neutral Hedge Fund $114,200 $0
---------------------------------------------------------------
---------------------------------------------------------------
Real Estate Fund $115,000 $0
---------------------------------------------------------------
---------------------------------------------------------------
Select Value Fund $115,000 $0
---------------------------------------------------------------
---------------------------------------------------------------
Total Return Bond Fund $115,000 $0
---------------------------------------------------------------
---------------------------------------------------------------
Tremont Market Neutral Fund, LLC $114,200 $0
---------------------------------------------------------------
---------------------------------------------------------------
Tremont Opportunity Fund, LLC $114,200 $0
---------------------------------------------------------------
* The four series of Oppenheimer Portfolio Series: Active Allocation Fund,
Aggressive Investor Fund, Conservative Investor Fund, and Moderate Investor Fund
did not commence operations until 2005.
** Limited Term California Municipal Fund's fiscal year ends July 31, 2005 so
fees are not yet available. The Fund commenced operations in February 2004 and
has not yet completed two fiscal years of operations.
During its regularly scheduled periodic meetings, the Funds' Audit Committee will
pre-approve all audit, audit-related, tax and other services to be provided by the
principal accountants of the Funds.
The Audit Committee of Board I (and the Combined Board) has delegated
pre-approval authority to its Chairman for any subsequent new engagements that arise
between regularly scheduled meeting dates provided that any fees so pre-approved are
presented to the audit committee at its next regularly scheduled meeting.
Pre-approval of non-audit services may be waived provided that: 1) the aggregate
amount of all such services provided constitutes no more than five percent of the total
amount of fees paid by the Fund to its principal accountant during the Fund's fiscal
year in which services are provided; 2) such services were not recognized by the Fund
at the time of engagement as non-audit services; and 3) such services are promptly
brought to the attention of the Audit Committee of the Fund and approved prior to the
completion of the audit. All services described in "Audit-Related Fees", "Tax Fees"
and "All Other Fees" were pre-approved by the Funds' current Audit Committee.
Ernst & Young billed the following aggregate non-audit amounts in each Fund's
fiscal 2005 and/or 2004 to the Fund and each Fund's investment adviser or any entity
controlling, controlled by, or under common control with the adviser that provides
ongoing services to the Fund. Those billings did not include any prohibited non-audit
services as defined by the Securities Exchange Act of 1934.
----------------------------------------------------------------
Fund* 2005 2004
----------------------------------------------------------------
----------------------------------------------------------------
International Large-Cap Core Fund $115,000 $300
----------------------------------------------------------------
----------------------------------------------------------------
International Value Fund $115,000 $300
----------------------------------------------------------------
----------------------------------------------------------------
Limited Term California Municipal Fund N/A** $0
----------------------------------------------------------------
----------------------------------------------------------------
OFI Tremont Core Strategies Hedge Fund $114,200 $0
----------------------------------------------------------------
----------------------------------------------------------------
OFI Tremont Market Neutral Hedge Fund $114,200 $0
----------------------------------------------------------------
----------------------------------------------------------------
Real Estate Fund $115,000 $0
----------------------------------------------------------------
----------------------------------------------------------------
Select Value Fund $115,000 $0
----------------------------------------------------------------
----------------------------------------------------------------
Total Return Bond Fund $115,000 $0
----------------------------------------------------------------
----------------------------------------------------------------
Tremont Market Neutral Fund, LLC $114,200 $3,000
----------------------------------------------------------------
----------------------------------------------------------------
Tremont Opportunity Fund, LLC $114,200 $3,000
----------------------------------------------------------------
* The four series of Oppenheimer Portfolio Series: Active Allocation Fund,
Aggressive Investor Fund, Conservative Investor Fund, and Moderate Investor Fund
did not commence operations until 2005.
** Limited Term California Municipal Fund's fiscal year ends July 31, 2005 so fees
are not yet available. The Fund commenced operations in February 2004 and has not
yet completed two fiscal years of operations.
The Funds' current Audit Committee has considered whether the provision of
non-audit services that were rendered to the Funds' investment adviser, and any entity
controlling, controlled by, or under common control with the investment adviser that
provides ongoing services to the Funds that were not pre-approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X was compatible with maintaining the principal
accountant's independence. No such services were rendered. Representatives of Ernst &
Young are not expected to present at the Meeting but will be available should any
matter arise requiring their presence.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE AS
TRUSTEE OF THE FUNDS.
PROPOSAL 2 -
TO APPROVE CHANGES IN, OR THE ADDITION OR ELIMINATION OF, CERTAIN FUNDAMENTAL
INVESTMENT POLICIES OF THE FUNDS
Proposal 2 is a series of proposals to change certain fundamental investment
restrictions currently applicable to the different Funds. We have described each
proposal contained within Proposal 2 separately and listed them in order below. The
table at the front of this Proxy Statement will assist you in determining which
proposals apply to your Funds and which investment policy or restriction changes are
proposed for each Fund.
Each Fund operates in accordance with its investment objective, policies and
restrictions, which are described in its prospectus and statement of additional
information (together, the "prospectus"). Each Fund's policies generally are
classified as either "fundamental" or "non-fundamental." Fundamental policies can be
changed only by a shareholder vote. Non-fundamental policies may be changed by the
Trustees without shareholder approval, although significant changes will be described
in amendments to the Fund's prospectus. The Funds' current fundamental investment
restrictions are included in each Fund's statement of additional information.
The Investment Company Act requires that certain policies of the Funds be
classified as fundamental. Proposal 2 is intended to modernize the Funds' policies as
well as standardize their policies by reclassifying fundamental policies that are not
required to be fundamental as non-fundamental or by eliminating them entirely. The
proposals are designed to provide the Funds with maximum flexibility to pursue their
investment objective and respond to an ever-changing investment environment. The
Funds, however, have no current intention of significantly changing their actual
investment strategies should shareholders approve the proposed changes.
Since the organization of many of the Funds, many of the legal and regulatory
requirements applicable to mutual funds have changed. For example, certain restrictions
imposed by state laws and regulations were preempted by the National Securities Markets
Improvement Act of 1996 ("NSMIA") and are no longer applicable to mutual funds. As a
result, some of the Funds continue to be subject to several fundamental investment
policies that are either more restrictive than required under current regulations or no
longer required at all.
In light of the opportunity afforded by this Special Meeting to review the
fundamental investment policies of each Fund, OppenheimerFunds, Inc., the Funds'
investment manager (the "Manager"), reviewed all of the fundamental policies and
restrictions with the following goals: (i) to simplify and modernize the Funds'
policies that are required to be fundamental, (ii) to make the fundamental policies and
restrictions of all the Funds consistent to the extent possible, and (iii) to
reclassify as non-fundamental those policies previously required to be fundamental that
are no longer required to be so classified, or to eliminate fundamental policies that
are no longer required or that are not appropriate for the operation of the Fund. The
Board may change non-fundamental policies without shareholder approval, subject to
compliance with applicable disclosure requirements under rules promulgated by the SEC.
These changes in each Fund's fundamental investment polices would simplify,
streamline and standardize the fundamental investment policies that are required to be
stated under the Investment Company Act, as well as provide more flexibility. The
proposed standardized fundamental investment policies cover those areas for which the
Investment Company Act requires the Funds to have a fundamental restriction. They
satisfy current regulatory requirements and are written to provide flexibility to
respond to future legal, regulatory, market or technical changes. The proposed changes
will not affect each Fund's current investment objectives.
These proposals seek shareholder approval of changes that are intended to
accomplish the foregoing goals. By making the fundamental policies of all Funds
consistent where it is possible to do so, monitoring compliance would be streamlined
and more efficient. Clarifying and modernizing investment restrictions generally would
allow the Funds to operate more efficiently within the limits of the Investment Company
Act. These revisions should give the Funds greater flexibility to take advantage of,
and react to, changes in financial markets and new investment vehicles. In addition, by
reducing to a minimum those policies that can be changed only by shareholder vote, the
Funds in the future may be able to avoid the costs and delay associated with a
shareholder meeting when the desire or need arises to change a policy, and the Board
believes that the Manager's ability to manage the Funds' portfolios in a changing
regulatory or investment environment will be enhanced.
As a result, the Board has also concluded that, to the extent possible, it would
be in the best interests of all of the Funds to have uniform and consistent fundamental
policies. Therefore, the Board of Trustees has authorized the submission to each Fund's
shareholders for their approval, and the Board recommends that shareholders approve the
amendment, and/or elimination and/or reclassification of certain of the Funds'
fundamental policies.
The Trustees believe standardizing and reducing the total number of investment
policies that can be changed only by a shareholder vote will assist the Funds and their
Manager in maintaining compliance with the various investment restrictions to which the
Funds are subject, and will help minimize the costs and delays associated with holding
future shareholder meetings to revise fundamental investment policies that become
outdated or inappropriate. The Trustees also believe that the Manager's ability to
manage each Fund's assets in a changing investment environment will be enhanced, and
that investment management opportunities will be increased by the proposed changes.
Although the proposed changes in the fundamental investment policies will allow
the Funds greater flexibility to respond to future investment opportunities, the Board
does not anticipate that the changes, individually or in the aggregate, will result in
a material change in the level of investment risk associated with investment in any
Fund or the manner in which any Fund is managed at the present time. In addition, the
Funds' Trustees do not anticipate that the proposed changes will materially affect the
manner in which the Funds are managed. In the future, if the Trustees determine to
change materially the manner in which any Fund is managed, that Fund's prospectus will
be amended to reflect such a change.
Set forth below are a discussion of the proposed changes to each Fund's
fundamental investment policies. After each proposed fundamental investment policy is
a commentary that describes the proposed policy and the significance of the proposed
change to the Funds. Each Fund's current fundamental investment policies are then shown.
Each sub-proposal in this Proposal 2 will be voted on separately by shareholders
of each Fund. The approval of each sub-proposal will require the approval of a
majority of the outstanding voting shares of each Fund as defined in the Investment
Company Act. (See "Voting Information" on page __.) If approved by a Fund's
shareholders at the Special Meeting, the proposed changes to the Fund's fundamental
investment policies will be adopted by the Fund but the effective date of the
sub-proposals will be delayed until the Fund's prospectus or statement of additional
information can be updated to reflect the changes. If the shareholders of a Fund fail
to approve any sub-proposal in Proposal 2, the current policy or policies covered in
that sub-proposal will remain in effect.
Proposal 2a: Borrowing.
The Investment Company Act imposes certain restrictions on the borrowing
activities of mutual funds. A fund's borrowing policy must be a fundamental investment
policy.
The restrictions on borrowing are designed to protect mutual fund shareholders
and their investments in a fund by limiting a fund's ability to leverage its assets.
Leverage exists when a fund has the right to a return on an investment that exceeds the
amount the fund contributed to the investment. Borrowing money to make an investment
is an example of how a fund may leverage its assets.
The Funds may have the need to borrow money for a number of reasons. They may
borrow for leverage, as described immediately above. They also may need to borrow
temporarily to pay redeeming shareholders when the number or amount of redemptions
exceeds available cash, and market condition are not favorable to sell portfolio
securities to meet those redemptions. Other times, a Fund must borrow money to pay
redeeming shareholders because the Fund has not yet received payment for securities it
has sold, or to pay for securities because it does not have available cash. In
addition, certain types of securities transactions, such as delayed-delivery,
when-issued, reverse repurchase agreements and dollar roll transactions might be
construed as borrowing transactions. (These types of transactions are described in the
Funds' statement of additional information.)
There are risks associated with borrowing. Borrowing exposes shareholders and
their investments in a fund to a greater risk of loss. For example, borrowing may
cause the value of a fund's shares to be more volatile than if the fund did not
borrow. In addition, to the extent a fund borrows, it will pay interest on the money
that it borrows, and that interest expense will raise the overall expenses of the fund
and reduce its returns. The interest payable on the borrowed amount may be more (or
less) than the return the fund receives from the securities purchased with the borrowed
amount.
Currently, the Funds listed below are subject to a number of different
fundamental investment policies concerning borrowing that generally are more
restrictive than required by the Investment Company Act. The proposed amendment
modernizes and standardizes the restriction on borrowing. This change would give each
Fund the flexibility to engage in certain securities transactions that might be
construed as "borrowing" transactions, and would permit each Fund to borrow money up to
the limits permitted by the Investment Company Act. Changing this restriction would
permit greater consistency in managing each Fund's portfolio and would allow each Fund
to borrow to the maximum extent permitted by law when such borrowings are necessary for
the efficient management of any Fund's assets.
Currently, under the Investment Company Act, a mutual fund may borrow only from
banks and only to the extent the value of the Fund's assets less its liabilities other
than borrowings, is equal to at least 300% of all borrowings (including the proposed
borrowing). An open-end fund may so borrow only from banks. Notwithstanding the
preceding few sentences, both open- and closed-end funds also may borrow up to 5% of
its total assets for temporary purposes from any person. Under the Investment Company
Act, there is a rebuttable presumption that a loan is temporary if it is repaid within
60 days and not extended or renewed. If shareholders approve this sub-proposal, each
Fund's current fundamental policy will be replaced by the proposed fundamental policy
and each Fund's prospectus will be updated to describe the current restrictions
regarding borrowing under the Investment Company Act, the rules and regulations
thereunder and any exemptions applicable to the Funds.
The proposed changes also would allow a Fund to borrow from another Oppenheimer
fund when permissible. Borrowing from another Oppenheimer fund could reduce certain
borrowing and transaction costs.
The Trustees propose that the current policy be amended to permit the Fund to
borrow as permitted under the Investment Company Act. As amended, each Fund's policy
on borrowing would remain a fundamental policy changeable only by the vote of a
majority of the outstanding voting securities of the Funds as defined in the Investment
Company Act. The Funds' proposed and current fundamental investment policies are set
forth below.
Proposed Fundamental Policy
---------------------------------------------------------------------------
The Fund may not borrow money, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any
exemption therefrom that is applicable to the Fund, as such statute,
rules or regulations may be amended or interpreted from time to time.
---------------------------------------------------------------------------
------------------------------------------------------------------------------
Fund Current Fundamental Policy
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Real Estate Fund The Fund cannot borrow except as
permitted by the Act. Currently the Act
permits loans only from banks and/or
affiliated investment companies and only
to the extent that the value of its
assets less its liabilities other than
borrowing is equal to at least 300% of
all borrowings (including the proposed
borrowing.)
------------------------------------------------------------------------------
------------------------------------------------------------------------------
OFI Tremont Market Neutral Hedge The Fund may not borrow money, except to
Fund the extent permitted by Section 18 of the
OFI Tremont Core Strategies Hedge Investment Company Act or as otherwise
Fund permitted by the SEC.
Tremont Opportunity Fund, LLC
Tremont Market Neutral Fund, LLC
------------------------------------------------------------------------------
Proposal 2b: Concentration of Investments
The proposed modifications modernize and clarify the restrictions concerning
concentration by interpreting concentration as the term is used in the Investment
Company Act and as interpreted or modified by the SEC. These changes would give the
Funds more flexibility to enter into other types of investments at future times in
response to changing regulatory interpretations and financial markets. In addition,
the proposed changes would make the concentration policies for all the Funds consistent
with those of the other Oppenheimer funds, making portfolio management capabilities
easier. These changes do not in any way change how any Fund will concentrate its
investments. Rather, these changes will ensure that in cases where Fund assets are
managed the same way with respect to concentration, the policy will be stated the same
way to avoid the possibility of inconsistent administration. The Funds' proposed and
current policies are stated below.
------------------------------------------------------------------------------
Fund Proposed Fundamental Policy
------------------------------------------------------------------------------
------------------------------------------------------------------------------
International Large-Cap The Fund cannot invest 25% or more of its total
Core Fund assets in any one industry. That limit does not
International Value Fund apply to securities issued or guaranteed by the
Real Estate Fund U.S. government or its agencies and
Total Return Bond Fund instrumentalities or securities issued by
investment companies.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Limited Term California The Fund cannot invest 25% or more of its total
Municipal Fund assets in any one industry. That limit does not
apply to securities issued or guaranteed by the
U.S. government or its agencies and
instrumentalities or securities issued by
investment companies. Nor does that limit apply
to municipal securities in general or to
California municipal securities.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Fund Current Fundamental Policy
------------------------------------------------------------------------------
------------------------------------------------------------------------------
International Large-Cap The Fund cannot invest 25% or more of its total
Core Fund assets in any one industry. That limit does not
International Value Fund apply to securities issued or guaranteed by the
Total Return Bond Fund U.S. government or its agencies and
instrumentalities.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Limited Term California The Fund cannot concentrate investments. That
Municipal Fund means it cannot invest 25% or more of its total
assets in any industry. However, there is no
limitation on investments in affiliated funds and
obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Real Estate Fund The Fund cannot concentrate its investments to
the extent of 25% of its total assets in any
industry. However, there is no limitation as to
the Fund's investments in the real estate
industry in general.
------------------------------------------------------------------------------
Proposal 2c: Investing in Other Investment Companies.
Certain Funds are currently subject to a fundamental investment policy limiting
their investment in securities of other investment companies. It is proposed that each
Fund's current fundamental policy be revised and re-classified as a non-fundamental
policy that can be changed in the future without shareholder approval. The purpose of
this proposal is to provide the Funds with the maximum flexibility permitted by law to
pursue their investment objectives.
The Investment Company Act does not require that policies on investing in other
investment companies be fundamental. This policy is non-fundamental for many of the
other Oppenheimer funds. Making the policy on investing in other investment companies
non-fundamental would give the Board more flexibility without having to have the Funds
incur the cost of obtaining shareholder approval should regulatory requirements change
or should it become advantageous for the Funds to invest in other investment companies
to an extent different from what is currently permitted by their fundamental
policies.
The ability of the Funds to invest in other mutual funds is restricted by Section
12(d)(1) of the Investment Company Act. NSMIA amended Section 12 to permit mutual
funds to enter into so-called fund-of-funds or master/feeder arrangements with other
mutual funds in a fund complex, and granted the SEC broad powers to provide exemptive
relief for these purposes. The Funds are parties to an exemptive order from the SEC
permitting them to enter into fund-of-funds arrangements with other affiliated funds.
However, the Funds listed below do not currently anticipate investing in other funds in
a fund-of-funds arrangement. Although they may do so in the future if shareholders
approve this proposal, each Fund's prospectus would have to be updated to reflect such
a change in policy.
An investment in another mutual fund may result in the duplication of expenses.
Should the Trustees determine in the future that a Fund's investment in other funds in
a fund-of-funds arrangement is in the best interests of the Fund, the Trustees would
consider and take steps to mitigate the potential for duplication of fees in
determining whether any Fund's participation in such an arrangement is suitable for the
Fund and its shareholders.
In this regard, several of the Funds may participate as underlying funds in a
fund of funds arrangement in which another Oppenheimer fund would invest its assets in
the Fund. As a result, Section 12(d)(1)(A) of the Investment Company Act generally
prohibits a mutual fund from investing more than 5% of its total assets in another
investment company. The "fund-of-funds" amendments to Section 12(d)(1) in 1996 permit
those funds to acquire shares of underlying funds in excess of the 5% limit if, among
other conditions, the acquired fund has an investment policy limiting its investment in
other investment companies (in other words, so that a fund-of-funds cannot invest in
another fund-of-funds). That Investment Company Act restriction stems from Congress's
concern over the control of investment companies being unduly concentrated through
pyramiding. Therefore, it is necessary for any such Fund, as the underlying fund, to
adopt a policy (which may be non-fundamental) preventing them from investing more than
the Investment Company Act statutory limits in other investment companies in order that
the investing fund of funds may invest more than 5% of its assets in the underlying
Fund.
The existing policy is not required to be fundamental under the Investment
Company Act. The purpose of this proposal is to provide the Fund with the maximum
flexibility permitted by law to pursue its investment objective.
The Funds' current fundamental investment policies and are set forth below.
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Real Estate Fund The Fund cannot invest in other investment
companies except to the extent permitted by the
Act. The Fund would be permitted under this
policy to invest its assets in the securities of
one or more open-end management investment
company for which the Manager, one of its
affiliates or a successor is the investment
advisor or sub-advisor. That fund or funds must
have substantially the same fundamental
investment objective, policies and limitations as
the Fund. The policy also would permit the Fund
to adopt a "master-feeder" structure. Under that
structure, the Fund would be a "feeder" fund and
would invest all of its assets in a single pooled
"master fund" in which other feeder funds could
also invest. This could enable the Fund to take
advantage of potential operational and cost
efficiencies in the master-feeder structure.
The Fund has no present intention of adopting the
master-feeder structure. If it did so, the
Prospectus and SAI would be revised accordingly.
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Select Value Fund The Fund cannot invest in other investment
companies except to the extent permitted by the
Act. The Fund would be permitted under this
policy to invest its assets in the securities of
one or more open-end management investment
company for which the Manager, one of its
affiliates or a successor is the investment
advisor or sub-advisor. That fund or funds must
have substantially the same fundamental
investment objective policies and limitations as
the Fund. The Fund's policy not to concentrate
its investments, as described above, also would
permit the Fund to adopt a "master-feeder"
structure. Under that structure, the Fund would
be a "feeder" fund and would invest all of its
assets in a single pooled "master fund" in which
other feeder funds could also invest. This could
enable the Fund to take advantage of potential
operational and cost efficiencies in the
master-feeder structure. The Fund has no present
intention of adopting the master-feeder
structure. If it did so, the prospectus and SAI
would be revised accordingly.
---------------------------------------------------------------------------
Proposal 2d: Lending
Under the Investment Company Act, a fund's policy regarding lending must be
fundamental. It is proposed that certain Funds' current fundamental policies be
replaced by a revised fundamental policy that permits the Funds to engage in lending to
the extent their lending is consistent with the Investment Company Act, the rules
thereunder or any exemption from the Investment Company Act that is applicable to the
Funds.
Currently, the Investment Company Act permits (a) lending of securities, (b)
purchasing debt instruments or similar evidences of indebtedness, and (c) investing in
repurchase agreements. If shareholders approve this proposal, each Fund's current
fundamental policy will be replaced by the proposed fundamental policy and each Fund's
prospectus will be updated to reflect the Investment Company Act's current restrictions
regarding lending.
If shareholders approve the proposed change in each Fund's policy, the Trustees
do not anticipate that it will affect the management of the Funds. In general, the
Funds lend their assets primarily in three different ways. They may lend their
portfolio securities, they may engage in certain types of securities transactions that
could be construed as "lending" transactions and they may engage in "interfund" lending
of cash when it is permissible and desirable to do so. Some Funds are currently
lending their portfolio securities as part of a securities lending program. Funds can
generate income from lending portfolio securities, although there are risks involved.
The Funds might experience a delay in receiving additional collateral to secure a loan,
or a delay in recovery of the loaned securities if the borrower defaults. However,
procedures are in place to ensure that borrowers of securities are creditworthy and
that the loans are fully collateralized.
This change would give the Funds the greatest amount of flexibility to lend their
portfolio securities to generate income within the limits of the Investment Company Act
where desirable and appropriate in accordance with their investment objectives.
In addition, the Funds would have greater ability to engage in transactions which
could be considered lending, but which could be beneficial to the management of the
portfolio. The Funds' proposed and current fundamental investment policies are set
forth below.
Proposed Fundamental Policy
--------------------------------------------------------------------------
The Fund cannot make loans, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any
exemption therefrom that is applicable to the Fund, as such statute,
rules or regulations may be amended or interpreted from time to time.
--------------------------------------------------------------------------
------------------------------------------------------------------------------
Fund Current Fundamental Policy
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Limited Term California The Fund cannot make loans except (a) through
Municipal Fund lending of securities, (b) through the
purchase of debt instruments or similar
evidences of indebtedness, (c) through an
interfund lending program with other
affiliated funds, and (d) through repurchase
agreements.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Real Estate Fund The Fund cannot make loans except as
permitted by the Act. Permitted loans under
the Act include (a) the lending of
securities, (b) the purchase of debt
instruments or similar evidences of
indebtedness, (c) an interfund lending
program (if applicable) with other affiliated
funds, provided that no such loan may be made
if, as a result, the aggregate of such loans
would exceed 33 1/3% of the value of its
total assets (taken at market value at the
time of such loans), and (d) through
repurchase agreements.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
OFI Tremont Market Neutral The Fund may not make loans, except through
Hedge Fund purchasing fixed-income securities, or
OFI Tremont Core Strategies entering into repurchase agreements except as
Hedge Fund permitted under the Investment Company act.
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Tremont Opportunity Fund, LLC The Fund may not make loans, except through
Tremont Market Neutral Fund, purchasing fixed-income securities, lending
LLC portfolio securities, or entering into
repurchase agreements in a manner consistent
with the Fund's investment policies or as
otherwise permitted under the Investment
Company Act.
------------------------------------------------------------------------------
Proposal 2e: Real Estate and Commodities
Certain Funds are currently subject to a fundamental investment policy
prohibiting them from investing in real estate or commodities. It is proposed that the
current fundamental policies regarding real estate and commodities be amended.
The proposed policy would permit the Funds to: (1) invest in debt securities
secured by real estate or interests in real estate, or issued by companies, including
real estate investment trusts, that invest in real estate or interests in real estate;
(2) invest in hedging instruments permitted by any of its other investment policies;
and (3) buy and sell options, futures, securities or other instruments backed by, or
the investment return of which is linked to changes in the price of physical
commodities or currencies. Many of the Funds listed below already have this
flexibility under their existing policies. Therefore, amending the existing policy as
proposed is not expected to increase the risk of an investment in a Fund.
The purpose of this proposal is to clarify the Funds' permitted investments and
to conform the Fund's policy in this area to other Oppenheimer funds. The Trustees
believe that standardized policies will assist the Fund and the Manager in maintaining
compliance with the various investment restrictions to which the Oppenheimer funds are
subject.
The Investment Company Act requires a mutual fund to have fundamental investment
policies governing investments in real estate and commodities. Amendment of these
fundamental policies is unlikely to affect management of any Fund, and the Trustees
believe that the proposed fundamental policies on investing in real estate and
commodities will provide the Funds with the maximum flexibility consistent with the
current legal requirements.
The proposed policy also would provide each Fund the flexibility to deal with a
physical commodity if necessary as a result of the Fund's ownership of another
security. In addition, the amended policy would clarify a Fund's ability to purchase
and sell options and futures contracts and to purchase instruments that are backed by
physical commodities.
The proposed change conforms the restriction on investing in real estate to that
of other Oppenheimer funds and to current interpretations of the Investment Company
Act. This change modernizes the present restriction by allowing a Fund to invest in
certain newer financial instruments that may have been precluded under the prior
restriction, when that type of investment is consistent with the Fund's investment
objectives and policies. The proposed policy combines real estate with commodities and
commodity contracts. The Funds' proposed and current fundamental policies are set
forth below.
Proposed Fundamental Policy
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The Fund cannot invest in real estate, physical commodities or
commodity contracts, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any
exemption therefrom, as such statute, rules or regulations may be
amended or interpreted from time to time.
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Fund Current Fundamental Policy
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International Large-Cap Core The Fund cannot buy or sell real estate.
Fund However, the Fund can purchase and sell
International Value Fund securities issued or secured by companies
Total Return Bond Fund that invest in or deal in real estate or
interests in real estate.
The Fund cannot buy or sell commodities
or commodity contracts. However, the
Fund can buy and sell derivative
instruments and other hedging
instruments, such as futures contracts,
options, swaps, and forward contracts.
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Limited Term California The Fund cannot invest in real estate or
Municipal Fund in interests in real estate. However,
the Fund can purchase securities of
issuers holding real estate or interests
in real estate (including securities of
real estate investment trusts).
The Fund cannot invest in commodities.
However, the Fund can buy and sell any of
the hedging instruments permitted by any
of its other policies. It does not matter
if the hedging instrument is considered
to be a commodity or commodity contract.
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Real Estate Fund The Fund cannot invest in real estate or
in interests in real estate. Securities
issued by companies which invest in real
estate or interests therein, or
securities directly or indirectly secured
by real estate or interests therein are
not considered to be investments in real
estate.
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OFI Tremont Market Neutral The Fund may not purchase, hold or deal
Hedge Fund in real estate, except that the Fund may
OFI Tremont Core Strategies invest in securities that are secured by
Hedge Fund real estate, or issued by companies that
Tremont Opportunity Fund, LLC invest or deal in real estate or real
Tremont Market Neutral Fund, estate investment trusts.
LLC
The Fund may not invest in commodities or
commodity contracts, except that the Fund
may purchase and sell non-U.S. currency,
options, futures and forward contracts,
including those related to indexes, and
options on indexes.
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Proposal 2f: Senior Securities
The Funds listed below are currently subject to a fundamental investment policy
limiting their investments in senior securities. Under the Investment Company Act, an
investment company is not permitted to issue senior securities, except under certain
limited conditions. The proposed amendment would modernize the language concerning
senior securities. This change would have no immediate impact on any Funds' investment
strategies and would give the Funds the maximum amount of flexibility to invest when
such an investment could be construed as a senior but is nonetheless permitted under
the law or by interpretations of the SEC.
It is proposed that each Fund's current fundamental policy on issuing senior
securities, applicable to the Funds listed below, be amended to read as follows:
Proposed Fundamental Policy
--------------------------------------------------------------------------
The Fund cannot issue senior securities, except to the extent permitted
under the Investment Company Act, the rules or regulations thereunder or
any exemption therefrom, as such statute, rules or regulations may be
amended or interpreted from time to time.
--------------------------------------------------------------------------
---------------------------------------------------------------------------
Fund Current Fundamental Policy
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Real Estate Fund The Fund cannot issue "senior securities"
except as permitted by the Act. That
restriction does not prohibit the Fund
from borrowing money subject to the
provisions set forth in this SAI, or from
entering into margin, collateral or
escrow arrangements permitted by its
other investment policies.
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---------------------------------------------------------------------------
International Large-Cap Core The Fund cannot issue "senior
Fund securities," but this does not prohibit
International Value Fund certain investment activities for which
Limited Term California assets of the Fund are designated as
Municipal Fund segregated, or margin, collateral or
Select Value Fund escrow arrangements are established, to
Total Return Bond Fund cover the related obligations. Examples
of those activities include borrowing
money, reverse repurchase agreements,
delayed-delivery and when-issued
arrangements for portfolio securities
transactions, and contracts to buy or
sell derivatives, hedging instruments,
options or futures.
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OFI Tremont Market Neutral The Fund may not issue senior securities,
Hedge Fund except to the extent permitted by Section
OFI Tremont Core Strategies 18 of the Investment Company Act or as
Hedge Fund otherwise permitted by the Securities
Tremont Opportunity Fund, LLC Exchange Commission (the "SEC").
Tremont Market Neutral Fund,
LLC
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THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
THAT YOU APPROVE EACH SUB-PROPOSAL DESCRIBED ABOVE
INFORMATION REGARDING THE FUNDS
As of the close of business on the Record Date (June 29, 2005), each Fund had the
following numbers of shares outstanding. Each share has voting rights as stated in
this Proxy Statement and is entitled to one vote for each share (and a fractional vote
for a fractional vote).
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Fund Shares Outstanding
as of June 29, 2005
(All Classes)
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OFI Tremont Core Strategies Hedge Fund 242,641.186
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OFI Tremont Market Neutral Hedge Fund 74,611.388
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Oppenheimer International Large-Cap Core Fund 510,000.000
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Oppenheimer International Value Fund 4,071,499.768
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Oppenheimer Limited Term California Municipal 15,457,473.48
Fund
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Oppenheimer Portfolio Series: Active 7,417,990.037
Allocation Fund
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Oppenheimer Portfolio Series: Aggressive 1,266,450.419
Investor Fund
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Oppenheimer Portfolio Series: Conservative 1,867,938.769
Investor Fund
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Oppenheimer Portfolio Series: Moderate 3,298,151.607
Investor Fund
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Oppenheimer Real Estate Fund 8,558,570.572
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Oppenheimer Select Value Fund 1,788,623.785
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Oppenheimer Total Return Bond Fund 5,697,999.749
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Oppenheimer Tremont Market Neutral Fund, LLC 63,819,770.47
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Oppenheimer Tremont Opportunity Fund, LLC 81,024,115.41
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Beneficial Owners. Occasionally, the number of shares of a Fund held in "street
name" accounts of various securities dealers for the benefit of their clients as well
as the number of shares held by other shareholders of record may exceed 5% of the total
shares outstanding. As of the Record Date, to the best of the knowledge of each Fund,
the following shareholders owned of record or beneficially owned 5% or more of any
class the outstanding voting shares of such Fund:
OFI Tremont Core Strategies Hedge Fund
American Express Trust Company, as Trustee for The American Express Retirement Plan,
991 ACP Financial Center, Minneapolis, Minnesota 55747, which owned 25,610.010 shares
of the Fund (representing approximately 10.6% of the Fund's then outstanding shares).
SCI Cash Balance Plan, 1929 Allen Parkway, Houston, Texas 77070, which owned 24,662.463
shares of the Fund (representing approximately 10.2% of the Fund's then outstanding
shares).
Seattle City Employees' Retirement System, 801 Third Avenue, Suite 300, Seattle,
Washington 98104, which owned 20,804.967 shares of the Fund (representing approximately
8.6% of the Fund's then outstanding shares).
Boehringer Ingelheim Corporation and its Affiliates master Investment Trust, 900
Ridgebury Road, Ridgefield, Connecticut 06877, which owned 17,407.742 shares of the
Fund (representing approximately 7.2% of the Fund's then outstanding shares).
Mass Mutual Pension Plan - Alternate Investment Pool - SB25, 1500 Main Street,
Springfield, Massachusetts 01115, which owned 15,749.058 shares of the Fund
(representing approximately 6.5% of the Fund's then outstanding shares).
OFI Tremont Market Neutral Hedge Fund
SCI Cash Balance Plan, 1929 Allen Parkway, Houston, Texas 77070, which owned 25,950.156
shares (representing approximately 34.8% of the Fund's then outstanding shares).
Hawaii Carpenters Financial Security Fund, 1199 Dillingham Boulevard, #200, Honolulu,
Hawaii, which owned 11,042.685 shares of the Fund (representing approximately 14.8% of
the Fund's then outstanding shares).
Hawaii Electricians Annuity Fund, 1935 Hau Street, #300, Honolulu, Hawaii 96819, which
owned 5,522.931 shares of the Fund (representing approximately 7.4% of the Fund's then
outstanding shares).
Hawaii Electricians Pension Fund, 1935 Hau Street, #300, Honolulu, Hawaii 96819, which
owned 5,522.931 shares of the Fund (representing approximately 7.4% of the Fun's then
outstanding shares).
The H.E.B. Savings & Retirement Plan Trust, 646 South Main Avenue, San Antonio, Texas
78204, which owned 5,407.391 shares of the Fund (representing approximately 7.2% of the
Fund's then outstanding shares).
Oppenheimer International Large-Cap Core Fund
OppenheimerFunds, Inc., 6803 South Tucson Way, Centennial, CO 80112-3924 (which owned
510,000.00 Class A shares or 99.90% of the Class A shares then outstanding).
Oppenheimer International Value Fund
MLPF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, Florida 32246-6484, which owned 45,540.607 Class B shares (representing
approximately 6.74% of the Fund's then outstanding Class B shares).
MLPF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, Florida 32246-6484, which owned 130,749.061 Class C shares (representing
approximately 15.24% of the Fund's then outstanding Class C shares).
Oppenheimer Limited Term California Municipal Fund
MLPF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, Florida 32246-6484, which owned 648,947.447 Class A shares (representing
approximately 6.42% of the Fund's then outstanding Class A shares).
A G Edwards & Sons Inc. FBO Sarah Lee Pascoe TTEE, Sarah Lee Pascoe Rev. TR, One North
Jefferson, St. Louis, Missouri 63103-2287, which owned 615,661.356 Class A shares
(representing approximately 6.09% of the Fund's then outstanding Class A shares).
Pershing LLC, PO Box 2052, Jersey City, New Jersey 07303-9998, which owned 30,029.279
Class B shares (representing approximately 9.15% of the Fund's then outstanding Class B
shares).
Pershing LLC PO Box 2052, Jersey City, New Jersey 07303-9998, which owned 26,545.971
Class B shares (representing approximately 8.09% of the Fund's then outstanding Class B
shares).
Pershing LLC, PO Box 2052, Jersey City, New Jersey 07303-9998, which owned 21,800.021
Class B shares (representing approximately 6.64% of the Fund's then outstanding Class B
shares).
Pershing LLC, PO Box 2052, Jersey City, New Jersey 07303-9998, which owned 20,978.224
Class B shares (representing approximately 6.39% of the Fund's then outstanding Class B
shares).
LPL Financial Services, 9785 Towne Centre Drive, San Diego, California 92121-1968,
which owned 19,747.342 Class B shares (representing approximately 6.02% of the Fund's
then outstanding Class B shares).
MLPF&S for the sole benefit of its customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, Florida 32246-6484, which owned 1,506,451.926 Class C shares
(representing approximately 29.93% of the Fund's then outstanding Class C shares).
Oppenheimer Portfolio Series: Active Allocation Fund
RPSS TR Rollover IRA, FBO Pamela L. Houpe, 3104 NW Apple Harvest, Bentonville, Arkansas
72712-3574, which owned 24,669.620 Class N shares (representing approximately 12.01% of
the Fund's then outstanding Class N shares).
RPSS TR IRA, FBO James R. McConnell, 1243 210th Street, Nodaway, Iowa 50857-7526, which
owned 18,594.690 (representing approximately 9.05% of the Fund's then outstanding Class
N shares).
A. Braswell Cheryl Jumonvill TR, Vista Pacifica Ent. Inc. PSP, 3674 Pacific Avenue,
Riverside, California 92509-1948, which owned 14,285.714 Class N shares (representing
6.95% of the Fund's then outstanding Class N shares).
RPSS TR Rollover IRA, FBO Barbara K. Pugsley Smyser, 6003 South 159th Avenue, Omaha,
Nebraska 68135-6305, which owned 10,298.298 Class N shares (representing approximately
5.01% of the Fund's then outstanding Class N shares).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, Massachusetts 02117-9130,
which owned 13,364.824 Class Y shares (representing approximately 99.25% of the Fund's
then outstanding Class Y shares).
Oppenheimer Portfolio Series: Aggressive Investor Fund
OppenheimerFunds, Inc., 6803 South Tucson Way, Englewood, Colorado 80112-3924, which
owned 110,000.000 Class A shares (representing approximately 15.25% of the Fund's then
outstanding Class A shares).
RPSS TR Rollover IRA, FBO Richard P. Leclair, 1831 Careful Lane, Little Suamico,
Wisconsin 54141-9152, which owned 9,294.045 Class N shares (representing approximately
31.18% of the Fund's then outstanding Class N shares).
RPSS TR Rollover IRA, FBO Scott D. Sawyer, 249 Meeting House Path, Ashland,
Massachusetts 01721-2369, which owned 8,295.065 Class N shares (representing
approximately 27.82% of the Fund's then outstanding Class N shares).
RPSS TR, Westool Corp., 401(k) Plan, 7383 Sulier Drive, Temperance, Michigan
48182-9510, which owned 6,231.458 Class N shares (representing approximately 20.90% of
the Fund's then outstanding Class N shares).
Fahnestock & Co. Inc. FBO, Oppenheimer & Co Inc. Custodian, FBO Jerry E. Reynolds IRA,
6451 East 350 Street, Walkerton, Indiana 46574, which owned 2,463.054 (representing
approximately 8.26% of the Fund's then outstanding Class N shares).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, Massachusetts 02117-9130,
which owned 22,630.856 Class Y shares (representing approximately 99.56% of the Fund's
then outstanding Class Y shares).
Oppenheimer Portfolio Series: Conservative Investor Fund
OppenheimerFunds, Inc., 6803 South Tucson Way, Englewood, Colorado 80112-3924, which
owned 110,000.000 Class A shares (representing approximately 8.65% of the Fund's then
outstanding Class A shares).
Pershing, LLC, PO Box 2052, Jersey City, New Jersey 07303-9998, which owned 82,512.794
Class A shares (representing approximately 6.48% of the Fund's then outstanding Class A
shares).
RPSS TR Rollover IRA, FBO Stephanie Gualtieri, 157 Scranton Avenue, Staten Island, New
York 10312-3213, which owned 9,970.090 Class B shares (representing approximately 5.91%
of the Fund's then outstanding B shares).
RPSS TR IRA, FBO Annlee Sortland, PO Box 504, East Haddam, Connecticut 06423-0504,
which owned 32,297.307 Class C shares (representing approximately 7.92% of the Fund's
then outstanding Class C shares).
RPSS TR IRA, FBO Martha I. Whiteman, 8505 Brent Drive, Cincinnati, Ohio 45231-4908,
which owned 24,822.299 Class C shares (representing approximately 6.08% of the Fund's
then outstanding C shares).
RPSS TR Conv. Roth IRA, FBO John Trimarchi, 47 Ivy Land, Stormville, New York
12582-5307, which owned 3,093.948 Class N shares (representing approximately 22.10% of
the Fund's then outstanding Class N shares).
RPSS TR Rollover IRA, FBO Ernie J Ulibarri, 2361 East 126th Loop, Thornton, Colorado
80241-2765, which owned 940.594 Class N shares (representing approximately 6.71% of the
Fund's then outstanding Class N shares).
RPSS TR Rollover IRA, FBO Janet Meluzio, 52 Osage Drive, West Milford, New Jersey
07480-4543, which owned 1,0710.650 Class N shares (representing approximately 7.65% of
the Fund's then outstanding Class N shares).
RPSS TR IRA, FBO Elisa Kessler, 4 Yacht Club Drive, Apartment 23, Daphne, Alabama
36526-7190, which owned 2,515.384 Class N shares (representing approximately 17.96% of
the Fund's then outstanding Class N shares).
RPSS TR, The Phoenix Agency, 401(k) Plan, 5750 Shattalon Drive, Winston Salem, North
Carolina 27105-1381, which owned 3,863.206 Class N shares (representing approximately
27.29% of the Fund's then outstanding Class N shares).
RPSS TR IRA, FBO Evelyn C. Sutton, 15719 NE Frago Court, Portland, Oregon 97230-4442,
which owned 1,919.524 Class N shares (representing approximately 13.71% of the Fund's
then outstanding Class N shares).
Taynik & Co, C/O Investors Bank & Trust, PO Box 9130, Boston, Massachusetts 02117-9130,
which owned 5,889.616 Class Y shares (representing approximately 92.33% of the Fund's
then outstanding Class Y shares).
Oppenheimer Portfolio Series: Moderate Investor Fund
RPSS TR Rollover IRA, FBO David J. Zimmerman, 1228 IDA Street, Cincinnati, Ohio
45202-1505, which owned 59,953.341 Class C shares (representing approximately 7.74% of
the Fund's then outstanding Class C shares).
First Clearing LLC, 45 Tudor City Place, Apartment 1306, New York, New York 10017-7608,
which owned 44,776.119 Class C shares (representing approximately 5.78% of the Fund's
then outstanding Class C shares).
RPSS TR IRA, FBO Alva D. Swearingen, 1729 Quail Valley Way, Columbia, South Carolina
29212-1540, which owned 13,482.490 Class N shares (representing approximately 21.25% of
the Fund's then outstanding Class N shares).
NFS LLC FEBO, NFSFMTC IRA, 115 Acorn Drive, Chestertown, Maryland 21620, which owned
8,281.718 Class N shares (representing approximately 13.05% of the Fund's then
outstanding Class N shares).
RPSS TR, The Phoenix Agency, 401(k) Plan, 5750 Shattalon Drive, Winston Salem, North
Carolina 27105-1381, which owned 6,455.400 Class N shares (representing approximately
10.17% of the Fund's Class N shares).
RPSS TR Rollover IRA, 52 Osage Drive, West Milford, New Jersey 07480-4543, which owned
4,902.462 Class N shares (representing approximately 7.73% of the Fund's then
outstanding Class N shares).
UMB Bank N.A. CF, Foothill-De Anza CC 403(b), FBO Mike Holler, 1260 Day Valley Rdg.,
Aptos, California 95003-9326, which owned 4,546.496 Class N shares (representing
approximately 7.16% of the Fund's then outstanding Class N shares).
RPSS Cust. 403(b) Plan, Saratoga Springs City School, FBO Brenda Adams, 5 Lolik Lane,
Scotia, New York 12302-3815, which owned 3,881.803 Class N shares (representing
approximately 6.12% of the Fund's then outstanding Class N shares).
Taynik & Co., C/O Investors Bank & Trust, PO Box 9130, Boston, Massachusetts
02117-9130, which owned 20,591.894 Class Y shares (representing approximately 99.51% of
the Fund's then outstanding Class Y shares).
Oppenheimer Real Estate Fund
Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield,
Massachusetts 01111-0001, which owned 439,449.368 Class A shares (representing
approximately 9.42% of the Fund's then outstanding Class A shares).
Mass Mutual Life Insurance Co., Separate Investment Account, 1295 State Street,
Springfield, Massachusetts 01111-0001, which owed 346,357.089 Class A shares
(representing approximately 7.42% of the Fund's then outstanding Class A shares).
RPSS TR, Westlie Motor Co., 401(k) Plan, 500 South Broadway, Minot, North Dakota,
58701-4451, which owned 25,898.455 Class N shares (representing approximately 9.35% of
the Fund's then outstanding Class N shares).
Community Bank N.A. Cust., Auburn memorial Hospital 403(b), 6 Rhoads Drive, Utica, New
York 13502-6317, which owned 24,990.261 Class N shares (representing approximately
9.02% of the Fund's then outstanding Class N shares).
MLPF&S for the sole benefit of it customers, 4800 Deer Lake Drive East, Floor 3,
Jacksonville, Florida 32246-6484, which owned 15,702.714 Class N shares (representing
approximately 5.67% of the Fund's then outstanding Class N shares).
RPSS TR, Sonman Inc. PSP, 401(k) Plan, 380 Commerce Parkway, Rockledge, Florida
32955-4208, which owned 15,245.505 Class N shares (representing approximately 5.50% of
the Fund's then outstanding Class N shares).
Mass Mutual Pension Plan, Alternate Invest Pool SA SB25, 1295 State Street,
Springfield, Massachusetts 01111-0001, which owned 1,274,712.011 Class Y shares
(representing approximately 73.58% of the Fund's then outstanding Class Y shares).
Oppenheimer Portfolio Series, Active Allocation, 6803 South Tucson Way, Centennial,
Colorado 80112-3294, which owned 196,668.659 Class Y shares (representing approximately
11.35% of the Fund's then outstanding Class Y shares).
Oppenheimer Portfolio Series, Moderate Investor, 6803 South Tucson Way, Centennial,
Colorado 80112-3924, which owned 89,423.021 Class Y shares (representing approximately
5.16% of the Fund's then outstanding Class Y shares).
Oppenheimer Select Value Fund
RPSS TR Rollover IRA, FBO Lawrence R. Stamper, 23205 SE 57th Street, Issaquah,
Washington 98029-8905, which owned 17,820.995 Class N shares (representing
approximately 31.40% of the Fund's then outstanding Class N shares).
Taynik & Co., C/O Investors Bank & Trust, PO Box 9130, Boston, Massachusetts
02117-9130, which owned 30,992.360 Class Y shares (representing approximately 99.77% of
the Fund's then outstanding Class Y shares).
Oppenheimer Total Return Bond Fund
OppenheimerFunds, Inc., 6803 South Tucson Way, Englewood, Colorado 80112, which owned
2,460,835.792 Class A shares (representing approximately 57.40% of the Fund's then
outstanding Class A shares).
RPSS TR Rollover IRA, PO Box 803, Smithville, Missouri 64089-0803, which owned
30,183.324 Class N shares (representing approximately 10.46% of the Fund's then
outstanding Class N shares).
Reading Int. Medicine, Inc. PSP, 20 Pond Meadow Drive, Suite 206, Reading,
Massachusetts 01867, which owned 21,317.381 Class N shares (representing approximately
7.39% of the Fund's then outstanding Class N shares).
RPSS TR Craig Funeral Home, 401(k) Plan, 1475 Old Dixie Highway, St. Augustine, Florida
32084-6209, which owned 19,610.379 (representing approximately 6.79% of the Fund's then
outstanding Class N shares).
MCB Trust Services Customer, Trinity Furniture Inc., 401(k), 700 17th Street, Suite
300, Denver, Colorado 80202-3531, which owned 16,989.801 Class N shares (representing
5.89% of the Fund's then outstanding Class N shares).
RPSS TR, HILEC LLC, 401(k) Plan, 11 Railroad Avenue, Arcade, New York 14009-1407, which
owned 16,681.157 Class N shares (representing 5.78% of the Fund's then outstanding
Class N shares).
Oppenheimer Tremont Market Neutral Fund, LLC
OppenheimerFunds Distributors, Inc., 6803 South Tucson Way, Centennial, Colorado
80112-3924, which owned 15,234,866.49 shares of the Fund (representing approximately
23.87% of the Fund's shares)
Oppenheimer Tremont Opportunity Fund LLC
OppenheimerFunds, Inc., 6803 South Tucson Way, Centennial, Colorado 80112-3924, which
owned 11,271,608.96 shares of the Fund (representing approximately 13.91% of the Fund's
shares)
The Manager, Tremont Partners, Inc., the Distributor, and Transfer Agent.
Subject to the authority of the Board, except for the OFI Tremont Core Strategies Hedge
Fund, OFI Tremont Market Neutral Hedge Fund, OFI Tremont Opportunity Hedge Fund and OFI
Tremont Market Neutral Hedge Fund (collectively, the "Tremont Funds"), the Manager is
responsible for the day-to-day management of the Funds' business pursuant to its
investment advisory agreement with each Fund. Tremont Partners, Inc., an affiliate of
the Manager, has been assigned responsibility for providing day-to-day investment
management services to the four Tremont Funds, subject to the supervision of the
Manager.
OppenheimerFunds Distributor, Inc. (the "Distributor"), a wholly owned subsidiary
of the Manager, is the general distributor of the Funds' shares. The Manager and the
Distributor are located at Two World Financial Center, 225 Liberty Street, 11th Floor,
New York, NY 10281-1008. OppenheimerFunds Services, a division of the Manager, located
at 6803 South Tucson Way, Centennial, CO 80112, serves as the transfer and shareholder
servicing agent (the "Transfer Agent") for the Funds.
The Manager (including affiliates and subsidiaries) managed assets of more than
$180 billion as of June 30, 2005, including more than 80 funds with more than seven
million shareholder accounts. The Manager is a wholly-owned subsidiary of Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts Mutual Life
Insurance Company ("MassMutual"). Tremont Partners, Inc. is a majority-owned
subsidiary of OAC. The Manager and OAC are located at Two World Financial Center, 225
Liberty Street, New York, NY 10281-1008. Tremont Partners, Inc. is located at 555
Theodore Fremd Avenue, Rye, New York 10580. MassMutual is located at 1295 State
Street, Springfield, Massachusetts 01111. OAC acquired the Manager on October 22, 1990
and its majority interest in Tremont Partners, Inc. on October 1, 2001. As indicated
below, the common stock of OAC is owned by (i) certain officers and/or directors of the
Manager, (ii) MassMutual and (iii) another investor. No institution or person holds 5%
or more of OAC's outstanding common stock except MassMutual. MassMutual has engaged in
the life insurance business since 1851.
The common stock of OAC is divided into three classes. At December 31, 2004,
MassMutual held (i) all of the 21,600,000 shares of Class A voting stock, (ii)
12,642,025 shares of Class B voting stock, and (iii) 21,178,801 shares of Class C non
voting stock in OAC. This collectively represented 96.808% of the outstanding common
stock and 97.889% of the voting power of OAC as of that date. Certain officers and/or
directors of the Manager held (i) 366,486 shares of the Class B voting stock,
representing 0.64% of the outstanding common stock and 1.5% of the voting power, (ii)
183,039 shares of Class C non voting stock, and (iii) options acquired without cash
payment which, when they become exercisable, allow the holders to purchase up to
10,641,501 shares of Class C non voting stock. That group includes persons who serve as
officers of the Funds and John V. Murphy, who serves as an officer and a Trustee of the
Funds.
Holders of OAC Class B and Class C common stock may put (sell) their shares and
vested options to OAC or MassMutual at a formula price (based on, among other things,
the revenue, income, working capital, and excess cash of the Manager). MassMutual may
exercise call (purchase) options on all outstanding shares of both such classes of
common stock and vested options at the same formula price.
The names and principal occupations of the executive officers and directors of
the Manager are as follows: John V. Murphy, Chairman, President, Chief Executive
Officer and a director; Michael Baldwin, Executive Vice President; Kurt Wolfgruber,
Executive Vice President, Chief Investment Officer and a director; Robert G. Zack,
Executive Vice President and General Counsel; Craig Dinsell and James Ruff, Executive
Vice Presidents; Brian W. Wixted, Senior Vice President and Treasurer; Mark Vandehey,
Senior Vice President and Chief Compliance Officer, and Bruce Dunbar, George Evans,
Ronald H. Fielding, John Forrest, Phillip S. Gillespie, Robert B. Grill, Steve
Ilnitzki, Lynn Oberist Keeshan, Thomas W. Keffer, Martin S.Korn, Chris Leavy, Angelo
Manioudakis, Charles McKenzie, Andrew J. Mika, Nikolaos D. Monoyios, David Pfeffer,
David Poiesz, David Robertson, Keith Spencer, Arthur Steinmetz, John Stoma, Martin
Telles, Jerry A. Webman, Diederick Werdmolder, William L. Wilby, Donna Winn, Philip
Witkower, Carol Wolf and Arthur J. Zimmer, Senior Vice Presidents. These officers are
located at one of the four offices of the Manager: Two World Financial Center, 225
Liberty Street, 11th Floor, New York, NY 10281-1008; 6803 South Tucson Way, Centennial,
CO 80112; 350 Linden Oaks, Rochester, NY 14625-2807 or 10 St. James Avenue, Boston, MA
02116.
MORE ON PROXY VOTING AND THE MEETING
General information about Proxy Voting
Solicitation of Proxies. The cost of preparing, printing and mailing the proxy ballot,
notice of meeting, and this Proxy Statement and all other costs incurred with the
solicitation of proxies, including any additional solicitation by letter, telephone or
otherwise, will be shared equally by the Manager and the Funds. Costs paid by the
Funds will be allocated among the Funds on the basis of relative net assets. In
addition to solicitations by mail, officers of the Fund or officers and employees of
the Transfer Agent, without extra compensation, may conduct additional solicitations
personally, by telephone or by any other electronic means available.
Proxies also may be solicited by a proxy solicitation firm hired at the Funds'
expense to assist in the solicitation of proxies. Currently, if any Fund determines to
retain the services of a proxy solicitation firm, the Fund anticipates retaining Alamo
Direct Mail Services, Inc. Any proxy solicitation firm engaged by a Fund, among other
things, will be: (i) required to maintain the confidentiality of all shareholder
information; (ii) prohibited from selling or otherwise disclosing shareholder
information to any third party; and (iii) required to comply with applicable
telemarketing laws.
If a Fund does engage a proxy solicitation firm, as the Meeting date approaches,
certain shareholders may receive telephone calls from a representative of the
solicitation firm if their vote has not yet been received. Authorization to permit the
solicitation firm to execute proxies may be obtained by telephonic instructions from
shareholders of the Funds. Proxies that are obtained telephonically will be recorded
in accordance with the procedures set forth below. These procedures have been designed
to reasonably ensure that the identity of the shareholder providing voting instructions
is accurately determined and that the voting instructions of the shareholder are
accurately recorded.
In all cases where a telephonic proxy is solicited, the solicitation firm
representative is required to ask for each shareholder's full name, address, title (if
the shareholder is authorized to act on behalf of an entity, such as a corporation) and
to confirm that the shareholder has received the Proxy Statement and ballot in the
mail. If the information solicited agrees with the information provided to the
solicitation firm, the solicitation firm representative has the responsibility to
explain the process, read the proposals listed on the proxy ballot, and ask for the
shareholder's instructions on such proposals. The solicitation firm representative,
although he or she is permitted to answer questions about the process, is not permitted
to recommend to the shareholder how to vote. The solicitation firm representative may
read any recommendation set forth in the Proxy Statement. The solicitation firm
representative will record the shareholder's instructions. Within 72 hours, the
shareholder will be sent a confirmation of his or her vote asking the shareholder to
call the solicitation firm immediately if his or her instructions are not correctly
reflected in the confirmation.
It is estimated the cost of engaging a proxy solicitation firm may be
approximately $____. Brokers, banks and other fiduciaries may be required to forward
soliciting material to their principals on behalf of the Funds and to obtain
authorization for the execution of proxies. For those services, they will reimbursed
by the Funds for their expenses to the extent the Funds would have directly borne those
expenses.
If a shareholder wishes to participate in the Meeting, but does not wish to give
his or her proxy telephonically, the shareholder may still submit the proxy ballot
originally sent with the Proxy Statement in the postage paid envelope provided, via the
internet or attend in person. Should shareholders require additional information
regarding the proxy ballot or a replacement proxy ballot, they may contact us toll-free
at 1-800-225-5677 (1-800-CALL-OPP). Any proxy given by a shareholder, whether in
writing, by telephone or via the internet, is revocable as described below under the
paragraph titled "Revoking a Proxy."
Please take a few moments to complete your proxy ballot promptly. You may vote
your shares by completing and signed the enclosed proxy ballot(s) and mailing the proxy
ballot in the postage paid envelope provided. You also may vote your shares by
telephone or via the internet by following the instructions on the attached proxy
ballot(s) and accompanying materials. You also may cast your vote by attending the
Meeting in person if you are a record owner.
Telephone Voting. The Funds have arranged to have votes recorded by telephone. Please
have the proxy ballot in hand and call the number on the enclosed materials and follow
the instructions. After a shareholder provides his or her voting instructions, those
instructions are read back to the shareholder and the shareholder must confirm his or
her voting instructions before disconnecting the telephone call. The voting procedures
used in connection with telephone voting are designed to reasonably authenticate the
identity of shareholders, to permit shareholders to authorize the voting of their
shares in accordance with their instructions and to confirm that their instructions
have been properly recorded.
Internet Voting. You may also vote over the internet by following the instructions in
the enclosed materials. You will be prompted to enter the control number on the
enclosed proxy ballot. Follow the instructions on the screen, using your proxy ballot
as a guide.
Voting By Broker-Dealers. Shares owned of record by a broker-dealer for the benefit of
its customers ("street account shares") will be voted by the broker-dealer based on
instructions received from its customers. If no instructions are received, the
broker-dealer may (if permitted by applicable stock exchange rules) give or authorize
the giving of a proxy, as record holder of such shares, to vote such shares in
connection with the proposals. Beneficial owners of street account shares cannot vote
at the meeting. Only record owners may vote at the meeting.
A "broker non-vote" is deemed to exist when a proxy received from a broker
indicates that the broker does not have discretionary authority to vote the shares on
that matter. Abstentions and broker non-votes will have the same effect as a vote
against the relevant proposal.
Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans. Shares held in
OppenheimerFunds-sponsored retirement accounts for which votes are not received as of
the last business day before the Meeting Date, will be voted by the trustee for such
accounts in the same proportion as Shares for which voting instructions from the Funds'
other shareholders have been timely received.
Quorum.
Proposal 1: Electing Trustees:
(a) Shareholders of Oppenheimer Active Allocation Fund, Oppenheimer Aggressive
Investor Fund, Oppenheimer Conservative Investor Fund and Oppenheimer
Moderate Investor Fund (each a series of Oppenheimer Portfolio Series)
will vote together. The presence in person or by proxy of the holders of
record of one-third of the three Funds' aggregate total shares
outstanding and entitled to vote constitutes a quorum at the Meeting
(b) Shareholders of all other Funds will vote separately. Except for Oppenheimer
Tremont Market Neutral Fund, LLC and Oppenheimer Tremont Opportunity Fund
LLC, the presence in person or by proxy of the holders of record of
one-third of each Fund's shares outstanding and entitled to vote
constitutes a quorum. For Oppenheimer Tremont Market Neutral Fund, LLC
and Oppenheimer Tremont Opportunity Fund LLC, the presence in person or
by proxy of the holders of record of a majority of each Fund's shares
outstanding and entitled to vote constitutes a quorum.
Proposal 2: Changes to or Elimination of, Fundamental Investment Policies.
Shareholders of each Fund will vote separately on each applicable sub-proposal in
Proposal 2. The presence in person or by proxy of the holders of record of more than
50% of each Fund's shares outstanding and entitled to vote constitutes a quorum for the
sub-proposals in Proposal 2.
Shares over which broker-dealers have discretionary voting power, shares that
represent broker non-votes and shares whose proxies reflect an abstention on any item
are all counted as shares present and entitled to vote for purposes of determining
whether the required quorum of shares exists for each proposal.
Required Vote
Persons nominated as Trustees must receive a plurality of the votes cast, which
means that the eleven (11) nominees receiving the highest number of affirmative votes
for each Fund cast at the Meeting will be elected.
Each sub-proposal item contained in Proposal 2 requires the approval of a
"majority of the outstanding voting securities" of each Fund voting separately. A
"majority of the outstanding voting securities" means the lesser of one more than half
of the number of shares that are issued and outstanding as of the Record Date or 67% of
the voting shares of the Fund present at the Special Meeting if more than 50% of the
voting shares of the Fund are present at the Special Meeting in person or by proxy.
Abstentions will have the effect of a "no" vote of obtaining requisite approval for the
sub-proposals in Proposal 2.
In the event a quorum is not present or sufficient votes in favor of one of the
proposals set forth in the Notice of Meeting of Shareholders or is not received by the
date of the Meeting, the persons named in the enclosed proxy (or their substitutes) may
propose and approve one or more adjournments of the Meeting to permit further
solicitation of proxies. All such adjournments will require the affirmative vote of a
majority of the shares present in person or by proxy at the session of the Meeting to
be adjourned. The persons named as proxies on the proxy ballots (or their substitutes)
will vote the Shares present in person or by proxy (including broker non-votes and
abstentions) in favor of such an adjournment if they determine additional solicitation
is warranted and in the interests of the Funds' shareholders. A vote may be taken on a
proposal in this proxy statement prior to any such adjournment if a quorum is present,
sufficient votes for its approval have been received and it is otherwise appropriate.
How are votes counted? The individuals named as proxies on the proxy ballots (or
their substitutes) will vote according to your directions if your proxy ballot is
received and properly executed, or in accordance with the instructions you provide if
you vote by telephone, internet or mail.
With respect to nominees for Trustees, you may direct the proxy holders to vote
your shares "FOR ALL" Trustees or "FOR ALL EXCEPT" certain Trustees for whom you choose
to withhold authority to vote, or you may direct the proxy holders to "WITHHOLD
AUTHORITY FOR ALL" Trustees, in each case by checking the appropriate boxes. With
respect to each sub-proposal in Proposal 2, you may direct the proxy holders to vote
your shares on the sub-proposal by checking the appropriate box "FOR" or "AGAINST", or
instruct them not to vote those shares on the sub-proposal by checking the "ABSTAIN"
box.
If you properly execute and return a proxy ballot but fail to indicate how the
votes should be cast, the proxy ballot will be voted in favor of the election of each
of the nominees named in this Proxy Statement for Trustee and in favor of each
sub-proposal in Proposal 2.
Revoking a Proxy. You may revoke a previously granted proxy at any time before
it is exercised by (1) delivering a written notice to the Fund expressly revoking your
proxy, (2) signing and forwarding to the Funds a later-dated proxy, or (3) telephone or
internet or (4) attending the Meeting and casting your votes in person if you are a
record owner. Granted proxies typically will be voted at the final meeting, but may be
voted at an adjourned meeting if appropriate. Please be advised that the deadline for
revoking your proxy by telephone or the internet is 3:00 P.M. (ET) on the last business
day before the Meeting.
Shareholder Proposals. The Funds are not required and do not intend to hold
shareholder meetings on a regular basis. Special meetings of shareholders may be
called from time to time by either a Fund or the shareholders (for certain matters and
under special conditions described in the Funds' Statements of Additional
Information). Under the proxy rules of the SEC, shareholder proposals that meet
certain conditions may be included in a fund's proxy statement for a particular
meeting. Those rules currently require that for future meetings, the shareholder must
be a record or beneficial owner of Fund shares either (i) with a value of at least
$2,000 or (ii) in an amount representing at least 1% of the fund's securities to be
voted, at the time the proposal is submitted and for one year prior thereto, and must
continue to own such shares through the date on which the meeting is held. Another
requirement relates to the timely receipt by a Fund of any such proposal. Under those
rules, a proposal must have been submitted a reasonable time before the Fund began to
print and mail this Proxy Statement in order to be included in this Proxy Statement. A
proposal submitted for inclusion in a Fund's proxy material for the next special
meeting after the meeting to which this Proxy Statement relates must be received by the
Fund a reasonable time before the Fund begins to print and mail the proxy materials for
that meeting. Notice of shareholder proposals to be presented at the Meeting must have
been received within a reasonable time before the Fund began to mail this Proxy
Statement. The fact that the Fund receives a proposal from a qualified shareholder in
a timely manner does not ensure its inclusion in the proxy material because there are
other requirements under the proxy rules for such inclusion.
Shareholder Communications to the Board
Shareholders who desire to communicate generally with the Board should address
their correspondence to the Board of Trustees (or Managers, as applicable) of the
applicable Fund and may submit their correspondence by mail to the Fund at 6803 South
Tucson Way, Centennial, CO 80112, attention Secretary of the Fund; and if the
correspondence is intended for a particular Trustee/Manager, the shareholder should so
indicate.
Reports to Shareholders and Financial Statements
The Annual Report to Shareholders of each Fund (if available), including financial
statements of the Fund, has previously been sent to shareholders. Upon request, each
Fund's most recent annual and subsequent semi-annual report (when available) is
available at no cost. To request a report, depending on the Fund for which you are a
shareholder, please call the following numbers:
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If you are a shareholder in: Please call 1-800-225-5677
(1-800-CALL-OPP) to request a
International Large-Cap Core Fund report; or
International Value Fund
Limited Term California Municipal Fund Write to the Funds at
Portfolio Series-Active Allocation Fund OppenheimerFunds Services,
Portfolio Series-Aggressive Investor Fund P.O. Box 5270, Denver,
Portfolio Series-Conservative Investor Fund Colorado 80217-5270.
Portfolio Series-Moderate Investor Fund
Real Estate Fund
Select Value Fund
Total Return Bond Fund
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If you are a shareholder in: Please call 1-866-634-6220 to
request a report; or
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund Write to the Funds at:
[Fund Name], 6803 South
Tucson Way, Centennial,
Colorado 80112.
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If you are a shareholder in: Please call 1-800-858-9826 to
request a report; or
Tremont Market Neutral Fund, LLC
Tremont Opportunity Fund, LLC Write to the Funds at:
[Fund Name], P.O. Box 5270
Denver, Colorado 80217-5270.
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To avoid sending duplicate copies of materials to households, the Funds mail only
one copy of each report to shareholders having the same last name and address on the
Funds' records. The consolidation of these mailings, called householding, benefits the
Funds through reduced mailing expenses.
If you want to receive multiple copies of these materials or request householding
in the future, you may call the transfer agent at 1.800.647.7374. You may also notify
the transfer agent in writing at 6803 South Tucson Way, Centennial, Colorado
80112.Individual copies of prospectuses and reports will be sent to you within 30 days
after the transfer agent receives your request to stop householding.
OTHER MATTERS
The Trustees do not intend to bring any matters before the Meeting other than the
Proposals described in this Proxy Statement and the Trustees and the Manager are not
aware of any other matters to be brought before the Meeting by others. Because matters
not known at the time of the solicitation may come before the Meeting, the proxy as
solicited confers discretionary authority with respect to such matters as properly come
before the Meeting, including any adjournment or adjournments thereof, and it is the
intention of the persons named as attorneys-in-fact in the proxy (or their substitutes)
to vote the proxy in accordance with their judgment on such matters.
Section 16(a) of the 1934 Act requires the four Tremont Funds' officers and
trustees, and persons who own more than 10% of a registered class of a Fund's equity
securities, to file reports of ownership and changes in ownership with the Securities
and Exchange Commission and the New York Stock Exchange. Officers, trustees and greater
than 10% shareholders are required by SEC regulations to furnish the Fund with copies
of all Section 16(a) forms they file. Based solely on a review of the copies of
Section 16(a) forms furnished to the four Tremont Funds, or written representations
that no Forms 5 were required, each Fund believes that during the fiscal year ended
October 31, 2004 all Section 16(a) filing requirements applicable to its officers,
trustees and greater than 10% beneficial owners were complied with.
By Order of the Board of Trustees/Managers
Robert G. Zack, Secretary
July 28, 2005
APPENDIX A
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AMENDED AND RESTATED CHARTER OF THE
AUDIT COMMITTEE
OF THE
Board IV Oppenheimer Funds
(Adopted May 21, 2003, revised October 22, 2003, further revised September 15 , 2004)
The Audit Committee shall assist the Boards of the "Board IV Oppenheimer funds"
(each, a "Fund" and collectively, the "Funds") in connection with the Boards' oversight
of the integrity of each Fund's semi-annual and annual financial statements, its
compliance with legal and regulatory requirements, the qualifications and independence
of its independent auditors and the performance of its independent auditors and the
internal audit function. The Committee shall oversee the accounting and financial
reporting processes and audits of the financial statements of the Funds, and shall
assist the Boards of Trustees/Directors of the Funds in carrying out other functions
assigned to it by the Boards.
In carrying out its functions, the Committee shall have the following
responsibilities, functions and authority:
1. The Committee shall be responsible for the appointment, subject, if applicable,
to shareholder ratification, (or decision to terminate), compensation and
oversight of the work of the independent certified public accountants and
auditors of each Fund, and registered public accounting firm, if applicable, (the
"Auditors") for the purpose of preparing or issuing audit reports or related
work. The Auditors shall report directly to the Committee.
1.01 As a condition or retaining the Auditors or continuing their engagement, the
Committee shall require the Auditors to rotate the lead or concurring audit
partner for a Fund at least every five fiscal years.
1.02 As a condition of engaging the Auditors or continuing their engagement, the
Committee shall ascertain that the Fund's Chief Executive Officer,
Controller (if any), Chief Financial Officer, Chief Accounting Officer (if
any) or any person serving in an equivalent position was not employed by
the Auditors and did not participate in any capacity on behalf of the
Auditors in the audit of the Fund during the one-year preceding the date of
the initiation of the audit for which the Auditors are engaged.
1.03 Upon the request of the Auditors or fund management, the Committee Chair shall
------------------------------------------------------
have the authority to pre-approve the performance by the Auditors of any
non-audit service, including tax services, for a Fund, if such service is
not a prohibited service under Section 201 of the Sarbanes-Oxley Act of
2002, and such pre-approval shall be required before any such service may
be performed for a Fund. The Committee Chair shall timely advise the Chief
Executive Officer and Chief Financial Officer of the Fund (or whoever shall
be responsible for preparing and filing a Fund's reports under Section
13(a) of the Securities Exchange Act of 1934) of the approval of such
non-audit service and shall direct that such service be disclosed in such
reports.
2. The Committee shall maintain a direct line of communication and meet with the
Auditors for each Fund to review at least annually, based upon information
provided by the Auditors:
2.01 The scope of audits and audit reports;
2.02 The personnel, staffing, qualifications and experience of the Auditors;
2.03 The independence of the Auditors, including certification by the Auditors of
their independence and assurances by the Auditors that they have not
provided to such Fund any non-audit services that are prohibited by the
Sarbanes-Oxley Act of 2002, including:
(a) bookkeeping or other services related to the accounting records or financial
statements of the Fund;
(b) financial information systems design and implementation;
(c) appraisal or valuation services, fairness opinions or contribution-in-kind
reports;
(d) actuarial services;
(e) internal audit outsourcing services;
(f) management functions or human resources;
(g) broker or dealer, investment adviser, or investment banking services;
(h) legal services or expert services unrelated to audit; and
(i) any other service that the Public Company Accounting Oversight Board determines
is impermissible.
2.04 The Auditor's internal quality-control procedures and any material issues
raised by the most recent internal quality-control review, or peer review,
of the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one
or more independent audits carried out by the firm, and any steps taken to
deal with any such issues;
2.05 The compensation of the Auditors;
2.06 The audited financial statements and other financial information submitted
by the Auditors;
2.07 All material written communications between the officers of the Fund, and
officers of its investment manager, and the Auditors, including (without
limitation) any management letters submitted by the Auditors in connection
with audits of financial statements of such Fund and the responses of the
Fund's management;
2.08 All recommendations and comments submitted to the Boards of the Funds or
the Committee by the Auditors, either written or verbal;
2.09 All critical accounting policies and practices to be used; all alternative
treatments of financial information within generally accepted accounting
principles that have been discussed with management of a Fund,
ramifications of the use of such alternative disclosures and treatments,
and the treatment preferred by the Auditors; changes in accounting and
auditing procedures, principals, practices, standards and reporting;
2.10 Determination of areas of substantial risk in accurate reporting of
financial results and operations of the Fund;
2.11 Any problems or difficulties encountered in the course of the audit of the
Fund, and management's response;
2.12 The qualifications of the principal financial officer of the Funds;
2.13 Matters required to be discussed pursuant to Statement of Auditing
Standards No. 61; and
2.14 Tax matters affecting the Fund, including:
(a) Compliance with the provisions of the Internal Revenue Code and regulations,
including annual reviews for such Fund concerning qualification as a
regulated investment company under the Internal Revenue Code; and
(b) Tax legislation and rulings.
3. The Committee shall also receive and review reports and materials submitted by
any certified public accounting or auditing firm concerning the following matters:
3.01 Reports concerning the policies, procedures, operating effectiveness and internal
controls of the investment manager's accounting Department,
3.02 Reports concerning portfolio accounting system software used by the investment
manager and its Accounting Department's use and implementation thereof;
3.03 Reports concerning the internal controls and performance of the Funds' Transfer
Agent under and compliance with shareholder servicing and transfer agency
agreements which relate to Fund accounting matters or a Fund's financial
statements; and
3.04 Reports and materials concerning the classes of shares of the Funds, including
the Manager's operations and control policies and procedures, net asset
value per share calculations, dividend and distribution determinations and
allocations of income and expenses.
4. The Committee shall also consider and review the following matters:
4.01 Reports from the Internal Auditing Department of the Funds' investment manager
and the Committee shall from time to time meet with the investment
manager's internal audit staff to discuss the reports;
4.02 Annual and semi-annual reports for the Funds, and the Committee shall from time
to time meet with appropriate personnel of the investment manager's
Accounting Department for this purpose;
4.03 Risk assessment and risk management policies of the Funds and the investment
manager;
4.04 Matters relating to a Fund's Custodian(s);
4.05 Valuation of portfolio investments, including determinations of fair value
or the procedures for the determination of the fair value of any such
investments as do not have a readily ascertainable market value;
4.06 Compensation of legal counsel to the Funds and the independent
trustees/directors of the Funds;
4.07 Reports concerning allocations of fidelity blanket bond, D&O/E&O, and money
market default insurance premiums and coverages;
4.08 Reports concerning multi-peril property and casualty insurance;
4.09 Reports concerning undistributed income and capital gains, and other items
pertaining to Fund dividends and their accruals;
4.10 Review of periodic reports from each Fund's Chief Executive Officer and
Chief Financial Officer (or any disclosure committee of the investment
manager of the Fund or whoever is responsible for the preparation and
filing of the Fund's periodic reports under the Securities Exchange Act of
1934) on disclosure controls and procedures required under Rules 13a-15 and
15d-15 (as they may be amended from time to time) of the Securities
Exchange Act of 1934, and the evaluation of the effectiveness of the design
and operation of such disclosure controls and procedures and the
identification of significant changes thereto;
4.11 Reports from the investment manager concerning compliance with Fund policies as
well as applicable regulations and laws;
4.12 Reports from the Chief Executive Officer and Chief Financial Officer of the Funds
-----
as to the certification of periodic reports filed under the Securities
Exchange Act of 1934.
4.13 Any other matters referred to it by the Board or Chief Executive Officer of
any Fund.
5. The Committee shall recommend to the Board of each Fund whether its audited and
semi-annual financial statements should be published and included in any filing
with the Securities and Exchange Commission, including, without limitation, the
annual report to shareholders required by Rule 30d-1 under the Investment Company
Act of 1940 (the "1940 Act").
6. The Committee shall evaluate and make recommendations regarding the compensation
and expenses paid and other benefits provided by the Funds to the independent and
interested Board members.
7. The Committee shall select and nominate for approval by the Board nominees for
new independent Board members. The Committee may, but need not, consider the
advice and recommendation of the Funds' investment manager and its affiliates in
making the selection.
8. The Committee shall render reports to the Boards with respect to the results of
its reviews and its recommendations, if any.
9. The Committee shall consider and make recommendations to the Board regarding
adoption of fund governance policies and practices, including consideration of
legal requirements and "best practices" recommended or adopted by investment
company trade associations, auditing firms or other professional organizations.
10. The Committee shall receive and review reports to be provided by the investment
manager of the Funds, or the investment manager's affiliates, legal counsel,
and/or auditors, disclosing in a timely manner any material impairment of the
investment manager's ability to provide effective investment management,
shareholder servicing, or distribution services to a Fund or the Funds, including
without limitation any material financial impairment, material accounting
irregularities, material adverse litigation or regulatory proceeding or
investigation, or material adverse public relations matter affecting the
investment manager, the general distributor, and/or the transfer agent and/or its
or their key management personnel.
11. The Committee shall establish and periodically review procedures for: (A) the
receipt, retention and treatment of complaints received by the Funds regarding
accounting, internal accounting controls, or auditing matters; and (B) the
confidential, anonymous submission by employees of the Funds, investment manager,
transfer agent, general distributor, or any other provider of accounting related
services for the Funds of concerns regarding accounting or auditing matters
related to the Funds.
12. The Committee shall serve as the Fund's Qualified Legal Compliance Committee
("QLCC") pursuant to the Securities and Exchange Commission's "Standards of
Professional Conduct for Attorneys Appearing and Practicing Before the Commission
in the Representation of an Issuer" as set forth in 17 CFR, Part 205.2 of Title
17, Chapter II of the Code of Federal Regulations ("SEC Attorney Reporting
Regulations") and the Funds' compliance procedures implementing those standards
for the attorneys who represent the Funds before the Securities and Exchange
Commission ("Fund's Attorney Reporting Procedures"). The QLCC shall establish
procedures for the confidential receipt, retention and consideration of any
report of Evidence of a Material Violation" (as that term is defined in the SEC
Attorney Reporting Regulations.
12.01 The QLCC shall have the authority and responsibility to (i) notify the Fund's
Chief Legal Officer and Chief Executive Officer (or the equivalents
thereof) of any Evidence of a Material Violation (ii) to determine if an
investigation is warranted, and if so, to direct the Chief Legal Officer or
Outside Counsel (as that term is defined in the Fund's Attorney Reporting
Procedures) to conduct such an investigation, notify the Board of such
investigation, and retain expert personnel; (iii) at the conclusion of the
investigation, to recommend, by majority vote, that the Fund implement an
appropriate response to Evidence of a Material Violation, and inform the
Chief Legal Officer, Chief Executive Officer (or the equivalents thereof)
and the Board of the result of the investigation and appropriate remedial
measures.
12.02 The QLCC shall have the authority and responsibility, acting by majority vote, to
take "all other appropriate action," including the authority to notify the
Securities and Exchange Commission of the Fund's failure to take
appropriate action.
13. The Committee shall meet upon the call of the Chairman and the Committee may set
its agendas and the places and times of Committee meetings. The Committee may
request reports and other information from the Funds' investment manager, general
distributor, and Transfer Agent and may request officers and personnel of such
entities to meet with the Committee from time to time. The Committee shall
periodically meet, assisted at its discretion by outside legal counsel or other
advisors, alone and outside the presence of personnel of such entities, and
separately with the Auditors or with internal auditors. The Committee may employ
and meet with any experts and other persons as it deems necessary to perform its
functions. The Committee shall keep minutes and records of its meetings and
shall report to the Board.
14. The Committee shall be composed of at least three members, all of whom are
independent Board members (those who are not "interested persons" of the Fund as
defined by section 2(a)(19) of the 1940 Act.
15. The Committee shall establish procedures to determine whether any of its members
is a "financial expert" (as defined by the Securities and Exchange Commission
pursuant to the Sarbanes-Oxley Act of 2002).
16. Committee members shall not accept any consulting, advisory or other compensatory
fee from a Fund except in their capacity as a member of the Committee, the Board
of Trustees/Directors, or any other committee of the Board.
17. The term of the Chairman of the Committee shall be one year. The Chairman and
the Members of the Committee shall be appointed by the Chairman of the Board of
the Funds, provided that the Chairman of the Board of the Funds is an independent
Board member, otherwise by the full Board.
18. The Committee shall have the authority to engage independent legal counsel (which
may be the same counsel as counsel to the independent Trustees/Directors of the
Board) and other advisers as it deems necessary to carry out its duties.
19. The Committee shall review this Charter and its own performance annually and
recommend to the Boards any changes to the Charter that the Committee deems
appropriate. This Charter may be amended or modified from time to time by the
Board of any Fund with respect to that Fund.
Amended and approved by the Boards of the Board IV
Oppenheimer Funds on September 15th, 2004
/s/ Robert G. Zack
------------------
Robert G. Zack
Secretary of the Funds
[Insert Ballot]
PROXY CARD OPPENHEIMER FUNDS PROXY CARD
PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 26, 2005
The undersigned, revoking prior proxies, hereby appoints Brian Wixted,
Philip Vottiero, and Kathleen Ives, and each of them, as attorneys-in-fact
and proxies of the undersigned, with full power of substitution, to vote
shares held in the name of the undersigned on the record date at the Joint
Special Meeting of Shareholders to be held at 6803 South Tucson Way,
Centennial, Colorado, 80112, on September 26, 2005, at 1:00 P.M. Mountain
time, or at any adjournment thereof, upon the proposal described in the
Notice of Meeting and accompanying Proxy Statement, which have been received
by the undersigned.
This proxy is solicited on behalf of each Fund's Board of
Trustees/Directors, and the proposals (set forth on this proxy card) have
been proposed by the Board of Trustees/Directors. When properly executed,
this proxy will be voted as indicated or "FOR" the proposals if no choice is
indicated. The proxy will be voted in accordance with the proxy holders'
best judgment as to any other matters that may arise at the Meeting.
VOTE VIA THE INTERNET:
https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE:
1-866-241-6192
999 9999 9999 999
FUNDS FUNDS FUNDS FUNDS
----- ----- ----- -----
Core Strategies Hedge Market Neutral Hedge International Lrge Cap Core
International Value
Limited Term CA Municipal Portfolio Series Active
Allocation Portfolio Series Aggressive Investor Portfolio
Series Convservative Investor
Portfolio Series Moderate Investor Real Estate Select
Value Total Return Bond
Market Neutral Opportunity
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:
1. To elect a Board of Trustees
01 Matthew P. Fink 02 Robert G. Galli 03 Phillip A. Griffiths
04 Mary F. Miller 05 Joel W. Motley 06 John V. Murphy
07 Kenneth A. Randall 08 Russell S. Reynolds, Jr. 09
Joseph M. Wikler
10 Peter I. Wold 11 Clayton K. Yeutter
If you wish to withhold authority to vote your shares "FOR" a particular
nominee, mark the "FOR ALL EXCEPT" box and write the nominee's number(s) on
the line provided. Your shares will be voted "FOR" any remaining nominee(s).
2. To approve changes to, the addition of or the elimination of certain
fundamental investment policies of the Fund
2.a. Borrowing
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Core Strategies Hedge Market Neutral Hedge Real Estate
Market Neutral Opportunity
2.b. Concentration of Investments
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
International Lrge Cap Core International Value Limited Term CA
Municipal
Real Estate Total Return Bond
2.c. Investing in Other Investment Companies
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN
Real Estate Select Value
2.d. Lending
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Core Strategies Hedge Market Neutral Hedge Limited Term CA
Municipal
Real Estate Market Neutral Opportunity
2.e. Real Estate and Commodities
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Core Strategies Hedge Market Neutral Hedge International Lrge
Cap Core
International Value Limited Term CA Municipal Real Estate
Total Return Bond Market Neutral Opportunity
2.f. Senior Securities
FOR AGAINST ABSTAIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Core Strategies Hedge Market Neutral Hedge International Lrge
Cap Core
International Value Limited Term CA Municipal Real Estate
Select Value Total Return Bond Market Neutral
Opportunity