Filed by the Registrant x
|
Filed by a Party other than the Registrant ¨
|
|
Check the appropriate box:
|
||
x Preliminary Proxy Statement.
|
||
¨ Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
|
||
¨ Definitive Proxy Statement.
|
||
¨ Definitive Additional Materials.
|
||
¨ Soliciting Material Pursuant to Sec. 240.14a-12.
|
|
OPPENHEIMER CAPITAL INCOME FUND
|
|
OPPENHEIMER CASH RESERVES FUND
|
|
OPPENHEIMER CHAMPION INCOME FUND
|
|
OPPENHEIMER COMMODITY STRATEGY TOTAL RETURN FUND
|
|
OPPENHEIMER CORPORATE BOND FUND
|
|
OPPENHEIMER CURRENCY OPPORTUNITIES FUND
|
|
OPPENHEIMER EMERGING MARKETS DEBT FUND
|
|
OPPENHEIMER EQUITY FUND, INC.
|
|
OPPENHEIMER GLOBAL STRATEGIC INCOME FUND
|
|
OPPENHEIMER INTEGRITY FUNDS, on behalf of Oppenheimer Core Bond Fund
|
|
OPPENHEIMER INTERNATIONAL BOND FUND
|
|
OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
|
|
OPPENHEIMER MAIN STREET FUNDS, INC., on behalf of Oppenheimer Main Street Fund
|
|
OPPENHEIMER MAIN STREET SELECT FUND
|
|
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
OPPENHEIMER MASTER EVENT-LINKED BOND FUND, LLC
|
|
OPPENHEIMER MASTER INFLATION PROTECTED SECURITIES FUND, LLC
|
|
OPPENHEIMER MASTER LOAN FUND, LLC
|
|
OPPENHEIMER PORTFOLIO SERIES FIXED INCOME ACTIVE ALLOCATION FUND
|
|
OPPENHEIMER SENIOR FLOATING RATE FUND
|
|
OPPENHEIMER SHORT DURATION FUND
|
Payment
|
Of Filing Fee (Check the appropriate box):
|
x
|
No fee required.
|
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
4)
|
Proposed maximum aggregate value of transaction:
|
5)
|
Total fee paid:
|
¨
|
Fee paid previously with preliminary materials.
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
|
1)
|
Amount Previously Paid:
|
2)
|
Form, Schedule or Registration Statement No.:
|
3)
|
Filing Party:
|
4)
|
Date Filed:
|
|
1.
|
To elect Board Member Nominees: Certain Board Members are likely to retire within a few years. It is proposed to elect successor Board Members as well as to re-elect the Board;
|
|
2.
|
To approve changes in, or the removal of, certain fundamental policies/investment objectives: It is proposed to update, standardize and streamline certain fundamental policies/investment objectives to provide increased flexibility to the Funds to adapt to a changing investment environment and/or achieve consistency among the Funds and
other funds in the Oppenheimer family of funds;
|
|
3.
|
To approve an Agreement and Plan of Reorganization that provides for the reorganization of each Fund that is a Maryland corporation or a Massachusetts business trust, as applicable, into a Delaware statutory trust: It is proposed to reorganize the Funds to benefit from the advantages of organization in Delaware.
|
|
1.
|
To elect Board Member Nominees: Certain Board Members are likely to retire within a few years. It is proposed to elect successor Board Members as well as to re-elect the Board;
|
|
2.
|
To approve changes in, or the removal of, certain fundamental policies/investment objectives: It is proposed to update, standardize and streamline certain fundamental policies/investment objectives to provide increased flexibility to the Funds to adapt to a changing investment environment and/or achieve consistency among the Funds and
other funds in the Oppenheimer family of funds;
|
|
3.
|
To approve an Agreement and Plan of Reorganization that provides for the reorganization of each Fund that is a Maryland corporation or a Massachusetts business trust, as applicable, into a Delaware statutory trust: It is proposed to reorganize the Funds to benefit from the advantages of organization in Delaware.
|
Will the Funds’ Board Members (or the Nominees) attend the Shareholder Meeting?
|
2a: Revise the fundamental policy relating to borrowing
|
2j: Remove the fundamental policy relating to investments in unseasoned issuers
|
2b: Concentration of Investments
2b-1: Revise the fundamental policy relating to concentration of investments
2b-2: : Remove the additional fundamental policy relating to concentration of investments
|
2k: Remove miscellaneous fundamental policy relating to investment strategy restriction - Limited-Term Government Fund
|
2c: Remove the fundamental policy relating to diversification of investments
|
2l: Remove miscellaneous fundamental policy relating to investment strategy restriction - Limited-Term Government Fund
|
2d: Remove the fundamental policy on investments in issuers whose shares are owned by the Fund’s Trustees or officers
|
2m: Remove miscellaneous fundamental policy relating to investment strategy restriction - Limited-Term Government Fund
|
2e: Lending
2e-1: Revise the fundamental policy relating to lending
2e-2: Remove the additional fundamental policy relating to lending
|
2n: Remove miscellaneous fundamental policy relating to investment strategy restriction - Limited-Term Government Fund
|
2f: Remove the fundamental policy relating to margin and short sales
|
2o: Convert the Fund’s investment objective from fundamental to non-fundamental
|
2g: Real Estate and Commodities
2g-1: Revise the fundamental policy relating to real estate and commodities
2g-2: Remove the additional fundamental policy relating to real estate and commodities
|
2p: Approve a change in the Fund’s investment objective
|
2h: Revise the fundamental policy relating to senior securities
|
|
2i: Revise the fundamental policy relating to underwriting
|
Name of Oppenheimer Fund*
|
1
|
2a
|
2b-
|
2c
|
2d
|
2e-
|
2f
|
2g-
|
2h
|
2i
|
2j
|
2k
|
2l
|
2m
|
2n
|
2o
|
2p
|
3
|
|||||
1
|
2
|
1
|
2
|
1
|
2
|
||||||||||||||||||
Oppenheimer Capital Income Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||
Oppenheimer Cash Reserves Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||
Oppenheimer Champion Income Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||||||||
Oppenheimer Commodity Strategy Total Return Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||||
Oppenheimer Corporate Bond Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||||||
Oppenheimer Currency Opportunities Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||||||||||||
Oppenheimer Emerging Markets Debt Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||||||||||||
Oppenheimer Equity Fund, Inc.
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||||||||
Oppenheimer Global Strategic Income Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||||
Oppenheimer Core Bond Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||||
Oppenheimer International Bond Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||||||||||
Oppenheimer Limited-Term Government Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||
Oppenheimer Main Street Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||||||||
Oppenheimer Main Street Select Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||||||||
Oppenheimer Main Street Small- & Mid-Cap Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||||
Oppenheimer Master Event-Linked Bond Fund, LLC
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||||||
Oppenheimer Master Inflation Protected Securities Fund, LLC
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||||||||||
Oppenheimer Master Loan Fund, LLC
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||||||
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||||||
Oppenheimer Senior Floating Rate Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
||||||||||||
Oppenheimer Short Duration Fund
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
ü
|
Name,
Position(s) Held with Funds,
Length of Service,
Age
|
Principal Occupation(s) During Past 5 Years;
Other Board Positions Held by Board Member;
Number of Portfolios in Fund Complex Currently and/or to be Overseen by Board Member
|
William L. Armstrong,
Board Member
Age: 74
Board Member since 1999*
|
President, Colorado Christian University (since 2006); Chairman, Cherry Creek Mortgage Company (since 1991), Chairman, Centennial State Mortgage Company (since 1994), Chairman, The El Paso Mortgage Company (since 1993); Chairman, Ambassador Media Corporation (since 1984); Chairman, Broadway Ventures (since 1984); Director of Helmerich Payne, Inc. (oil and gas drilling/production company)
(since 1992), former Director of Campus Crusade for Christ (non-profit) (1991-2008); former Director, The Lynde and Harry Bradley Foundation, Inc. (non-profit organization) (2002-2006); former Chairman of: Transland Financial Services, Inc. (private mortgage banking company) (1997-2003), Great Frontier Insurance (1995-2000), Frontier Real Estate, Inc. (residential real estate brokerage) (1994-2000) and Frontier Title (title insurance agency) (1995-2000); former
Director of the following: UNUMProvident (insurance company) (1991-2004), Storage Technology Corporation (computer equipment company) (1991-2003) and International Family Entertainment (television channel) (1992-1997); U.S. Senator (January 1979-January 1991). Mr. Armstrong has served on the Boards of certain Oppenheimer funds since 1999, during which time he has become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory
and investment matters and has contributed to the Boards' deliberations. Oversees 36 portfolios in the OppenheimerFunds complex.
|
Edward L. Cameron,
Board Member
Age: 73
Board Member since 1999*
|
Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000 – June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999,
during which time he has become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Boards' deliberations. Oversees 36 portfolios in the OppenheimerFunds complex.
|
Jon S. Fossel,
Board Member
Age: 69
Board Member since 1990*
|
Chairman of the Board (since 2006) and Director (since June 2002) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (since November 2004); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007);
Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Manager; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. ("OAC") (parent holding company of the Manager), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become
familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Boards' deliberations. Oversees 36 portfolios in the OppenheimerFunds complex.
|
Sam Freedman,
Board Member
Age: 70
Board Member since 1996*
|
Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Manager and with subsidiary or affiliated companies of the Manager (until October 1994). Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Funds’ (and other Oppenheimer funds')
financial, accounting, regulatory and investments matters and has contributed to the Boards' deliberations. Oversees 36 portfolios in the OppenheimerFunds complex.
|
Richard F. Grabish,
Board Member
Age: 62
Board Member since 2008*
|
Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice
Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Boards' deliberations. Oversees
[##] portfolios in the OppenheimerFunds complex, and will oversee [35] portfolios if elected.
|
Beverly L. Hamilton,
Board Member
Age: 64
Board Member since 2002*
|
Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (since December 2005); Chairman (since 2010) of American Funds' Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February
2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds' Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston's Sprout
venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become
familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Boards' deliberations. Oversees 36 portfolios in the OppenheimerFunds complex.
|
Robert J. Malone,
Board Member
Age: 66
Board Member since 2002*
|
Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Board of Directors of Opera Colorado Foundation (non-profit organization) (March 2008-2011); Director of Jones Knowledge, Inc. (2006-2011); Director of Jones International University (educational organization) (since August 2005); Trustee of the Gallagher Family Foundation
(non-profit organization) (since 2000); Director of Colorado UpLIFT (charitable organization) (1986-2010); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of Jones Knowledge, Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Regis University,
Board of Trustees (1985-1994), Chairman of the Board (1991-1994); Young Presidents Organization (1984-1999), Chairman of the Board (1990-1991). Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Boards' deliberations. Oversees 36 portfolios in the OppenheimerFunds
complex.
|
F. William Marshall, Jr.,
Board Member
Age: 69
Board Member since 2000*
|
Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996) and MML Series Investment Fund (investment company) (since 1996); President and Treasurer of the SIS Funds (private charitable fund) (January 1999-November 2010); Former Trustee of WPI
(1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Mr. Marshall has served on the Boards of certain Oppenheimer
funds since 2000, during which time he has become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Boards' deliberations. Oversees 38 portfolios in the OppenheimerFunds complex.**
|
Victoria J. Herget,
Nominee
Age: 59
|
Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (and its predecessor firms); Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (1992-2007), Chair of
the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee (since 2000) and Chair (since 2010), Newberry Library; Trustee, Mather LifeWays (since 2001); Trustee, BoardSource (2006-2009) and Chicago City Day School (1994-2005). Will oversee 35 portfolios in the Oppenheimer Funds complex if elected.
|
Karen L. Stuckey,
Nominee
Age: 58
|
Partner (1990 through expected retirement date of March 31, 2012) of PricewaterhouseCoopers LLP (held various positions 1975-1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum since inception. Will oversee 35 portfolios in the Oppenheimer
Funds complex if elected.
|
James D. Vaughn,
Nominee
Age: 66
|
Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (since 2003); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee, Audit Committee member and Investment Committee member, University of South Dakota Foundation
(since 1996); Board member, Executive Committee Member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Will oversee 35 portfolios in the Oppenheimer Funds complex if elected.
|
Name,
Position(s) Held with Fund,
Length of Service
Age
|
Principal Occupation(s) During Past 5 Years;
Other Board Positions Held by Board Member;
Number of Portfolios in Fund Complex Currently and/or to be Overseen by Board Member
|
William F. Glavin Jr.,
Trustee, President and Principal Executive Officer
Age: 53
Trustee since 2009*
|
Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. ("OAC") (the Manager's parent holding company) (since June 2009); Executive Vice President (March 2006 - February 2009) and Chief Operating Officer (July 2007 - February 2009) of
Massachusetts Mutual Life Insurance Company (OAC's parent company); Director (May 2004 - March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004 - January 2005), President (January 2005 - March 2006) and Chief Executive Officer (June 2005 - March 2006) of Babson Capital Management LLC; Director (March 2005 - March 2006), President (May 2003 - March 2006) and Chief Compliance Officer (July 2005 - March 2006) of Babson Capital Securities, Inc. (a
broker-dealer); President (May 2003 - March 2006) of Babson Investment Company, Inc.; Director (May 2004 - August 2006) of Babson Capital Europe Limited; Director (May 2004 - October 2006) of Babson Capital Guernsey Limited; Director (May 2004 - March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005 - March 2007) of Baring Asset Management Limited; Director (February 2005 - June 2006) Baring Pension Trustees Limited; Director and Treasurer
(December 2003 - November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006 - September 2006) of C.M. Benefit Insurance Company; Director (May 2008 - June 2009) and Executive Vice President (June 2007 - July 2009) of C.M. Life Insurance Company; President (March 2006 - May 2007) of MassMutual Assignment Company; Director (January 2005 - December 2006), Deputy Chairman (March 2005 - December 2006) and President (February 2005 - March 2005) of
MassMutual Holdings (Bermuda) Limited; Director (May 2008 - June 2009) and Executive Vice President (June 2007 - July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007 - January 2009) of MML Distributors, LLC.; and Chairman (March 2006 -December 2008) and Chief Executive Officer (May 2007 - December 2008) of MML Investors Services, Inc. Mr. Glavin has served on the Board since December 2009, during which time he has
become familiar with the Funds’ (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Board's deliberations. Oversees 96 portfolios in the OppenheimerFunds complex and will oversee [ ] portfolios if elected.
|
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, regulations or exemptions may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate
jurisdiction.
|
Capital Income Fund
Core Bond Fund
Corporate Bond Fund
Commodity Strategy Total Return Fund
Equity Fund, Inc.
Limited-Term Government Fund
Main Street Fund
Main Street Select Fund
Main Street Small- & Mid-Cap Fund
Global Strategic Income Fund
Champion Income Fund
Master Inflation Protected Securities Fund
Portfolio Series Fixed Income Active Allocation Fund
Short Duration Fund
|
Currency Opportunities Fund
Emerging Markets Debt Fund
International Bond Fund
Cash Reserves Fund
Senior Floating Rate Fund
Master Loan Fund
Master Event-Linked Bond Fund
|
Commodity Strategy Total Return Fund
|
Fund
|
Proposed Fundamental Policy – Concentration of Investments
|
Capital Income Fund
Core Bond Fund
Corporate Bond Fund
Commodity Strategy Total Return Fund
Equity Fund, Inc.
Limited-Term Government Fund
Main Street Fund
Main Street Select Fund
Main Street Small- & Mid-Cap Fund
Global Strategic Income Fund
Champion Income Fund
Master Inflation Protected Securities Fund
Portfolio Series Fixed Income Active Allocation Fund
Currency Opportunities Fund
Emerging Markets Debt Fund
International Bond Fund
|
The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, 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, regulations or exemption may be amended or interpreted from time to time by the
Securities and Exchange Commission, its staff, or other authority with appropriate jurisdiction. For purposes of this concentration limitation, the Fund’s investment adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry or sector classification consistent with those characteristics in the event that any third party classification provider that may be used by the investment adviser does not assign a
classification.
|
Cash Reserves Fund
|
The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, except that the Fund may invest without limit in obligations issued by banks, and 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,
regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate jurisdiction. For purposes of this concentration limitation, the Fund’s investment adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry or sector classification consistent with those characteristics in the event that any third party
classification provider that may be used by the investment adviser does not assign a classification.
|
Senior Floating Rate Fund
Master Loan Fund
Master Event-Linked Bond Fund
|
The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, except that the Fund may invest without limit in instruments of the group of industries in the financial securities sector, and 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, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate jurisdiction. For purposes of this concentration limitation, the Fund’s investment adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry or sector classification consistent with those
characteristics in the event that any third party classification provider that may be used by the investment adviser does not assign a classification.
|
Short Duration Fund
|
The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, except that the Fund may invest without limit in obligations issued by banks and in instruments of the group of industries in the financial securities sector, and 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, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate jurisdiction. For purposes of this concentration limitation, the Fund’s investment adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry or sector
classification consistent with those characteristics in the event that any third party classification provider that may be used by the investment adviser does not assign a classification.
|
Capital Income Fund
Core Bond Fund
Corporate Bond Fund
Cash Reserves Fund
Champion Income Fund
Equity Fund
Main Street Select Fund
Main Street Small- & Mid-Cap Fund
Master Inflation Protected Securities Fund
Limited-Term Government Fund
Global Strategic Income Fund
Main Street Fund
Short Duration Fund
|
Portfolio Series Fixed Income Active Allocation Fund
|
Cash Reserves Fund
|
Capital Income Fund
Senior Floating Rate Fund
|
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, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate
jurisdiction.
|
Capital Income Fund
|
Senior Floating Rate Fund
|
Cash Reserves Fund
|
Main Street Fund
|
Champion Income Fund
|
Master Event-Linked Bond Fund
|
Commodity Strategy Total Return Fund
|
Master Inflation Protected Securities Fund
|
Core Bond Fund
|
Master Loan Fund
|
Corporate Bond Fund
|
|
Currency Opportunities Fund
|
|
Emerging Markets Debt Fund
|
|
International Bond Fund
|
|
Equity Fund
|
|
Main Street Select Fund
|
|
Main Street Small- & Mid-Cap Fund
|
|
The Fund cannot invest in real estate or commodities, 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, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with
appropriate jurisdiction.
|
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 that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with
appropriate jurisdiction.
|
The Fund cannot underwrite securities of other issuers, except to the extent permitted under the Investment Company Act or the Securities Act of 1933, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statutes, rules, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its
staff, or other authority with appropriate jurisdiction.
|
Proposal
|
Fund
|
Current Fundamental Policy to be Removed
|
2k
|
Limited-Term Government Fund
|
As a fundamental policy, the Fund requires that the ownership and control of the securities subject to a repurchase agreement must be transferred to the Fund.
|
2l
|
Limited-Term Government Fund
|
As a fundamental policy, the Fund will not enter into a reverse repurchase agreement unless the securities that collateralize the transaction have a maturity date not later than the settlement date of the transaction.
|
2m
|
Limited-Term Government Fund
|
As a fundamental policy, the Fund will not enter into such transactions unless the settlement date is within 120 days of the trade date and is settled in cash on the settlement date.
|
2n
|
Limited-Term Government Fund
|
The Fund cannot deviate from any of its other investment policies that are described as fundamental policies in the Prospectus or this SAI.
|
Capital Income Fund
Cash Reserves
Champion Income Fund
Commodity Strategy Total Return Fund
Core Bond Fund
Equity Fund, Inc.
Global Strategic Income Fund
International Bond Fund
Limited-Term Government Fund
Main Street Fund, Inc.
Main Street Select
Main Street Small- & Mid-Cap Fund
|
Capital Income Fund
Cash Reserves
Champion Income Fund
Core Bond Fund
Equity Fund, Inc.
Global Strategic Income Fund
International Bond Fund
Limited-Term Government Fund
Main Street Fund, Inc.
Main Street Select
|
Fund
|
Current Investment Objective
|
New Investment Objective
|
Capital Income Fund
|
The Fund’s primary objective is to seek as much current income as is compatible with prudent investment. The Fund has a secondary objective to conserve principal while providing an opportunity for capital appreciation.
|
The Fund seeks total return.
|
Cash Reserves
|
The Fund seeks the maximum current income that is consistent with stability of principal. The Fund is a money market fund.
|
The Fund seeks income consistent with stability of principal.
|
Champion Income Fund
|
The Fund’s primary objective is to seek a high level of current income by investing mainly in a diversified portfolio of high-yield, lower-grade, fixed-income securities that the Fund’s investment manager, OppenheimerFunds, Inc., believes does not involve undue risk. The Fund’s secondary objective is to seek capital growth when that is consistent with its primary
objective.
|
The Fund seeks total return.
|
Core Bond Fund
|
The Fund seeks total return by investing mainly in debt instruments.
|
The Fund seeks total return.
|
Equity Fund, Inc.
|
The Fund seeks a high total return.
|
The Fund seeks capital appreciation.
|
Global Strategic Income Fund
|
The Fund seeks high current income by investing mainly in debt securities.
|
The Fund seeks total return.
|
International Bond Fund
|
The Fund’s primary objective is to seek total return. As a secondary objective, the Fund seeks income when consistent with total return.
|
The Fund seeks total return.
|
Limited-Term Government Fund
|
The Fund seeks high current return and safety of principal.
|
The Fund seeks income.
|
Main Street Fund, Inc.
|
The Fund seeks high total return.
|
The Fund seeks capital appreciation.
|
Main Street Select
|
The Fund seeks long-term capital appreciation.
|
The Fund seeks capital appreciation.
|
|
·
|
each DE Trust would continue the business of its corresponding Fund;
|
|
·
|
except as otherwise modified by Proposal 2 in this Proxy Statement, the investment objectives, policies, strategies and risks of a Fund will not change as a DE Trust;
|
|
·
|
the Board of the DE Trust, which will include any individuals elected under Proposal 1, and the officers of the DE Trust, would be the same as those of the corresponding Fund, and would operate the DE Trust in essentially the same manner as they previously operated the Fund;
|
|
·
|
the main operating agreements of the DE Trust — the investment advisory agreement, the general distributors agreement, and the distribution and/or service plan and agreement — would be substantially similar to those of the corresponding Fund;
|
|
·
|
pursuant to the Plan of Reorganization, on the effective date of the Reorganization shareholders of the Fund or series thereof would receive one share of the corresponding DE Trust or series thereof (or fractional share thereof) for every share they hold of the Fund or series thereof (or fractional shares thereof).
|
Nominees for Independent Trustees
|
Dollar Range of Equity Securities Owned in each Fund
|
Aggregate Dollar Range of Equity Securities Held in All Registered Investment Companies Overseen or to be Overseen by Trustee in the Oppenheimer Family of Investment Companies
|
William L. Armstrong
|
Over $100,000
|
|
Edward L. Cameron
|
Over $100,000
|
|
Jon S. Fossel
|
Over $100,000
|
|
Sam Freedman
|
Over $100,000
|
|
Richard F. Grabish
|
Over $100,000
|
|
Beverly L. Hamilton
|
Over $100,000
|
|
Robert J. Malone
|
Over $100,000
|
|
F. William Marshall, Jr.
|
Over $100,000
|
|
Victoria J. Herget
|
None
|
|
Karen L. Stuckey
|
None
|
|
James D. Vaughn
|
None
|
|
Interested Trustee
|
||
William F. Glavin Jr.
|
Over $100,000
|
|
Fund
|
William L. Armstrong
Chairman of the Board and Governance Committee Member
|
Edward L. Cameron
Audit Committee Member and Governance Committee Member
|
Jon S. Fossel
Review Committee Member
|
Sam Freedman
Review Committee Chairman
|
Richard F. Grabish3
Review Committee Member
|
Beverly L. Hamilton4
Review Committee Member and Governance Committee Member
|
Robert J. Malone
Governance Committee Chairman and Audit Committee Member
|
F. William Marshall, Jr.5
Audit Committee Chairman and Governance Committee Member
|
Capital Income Fund
|
||||||||
Cash Reserves Fund
|
||||||||
Champion Income Fund
|
||||||||
Commodity Strategy Total Return Fund
|
||||||||
Corporate Bond Fund
|
||||||||
Currency Opportunities Fund
|
||||||||
Emerging Markets Debt Fund
|
||||||||
Equity Fund, Inc.
|
||||||||
Oppenheimer Global Strategic Income Fund
|
||||||||
Core Bond Fund
|
||||||||
International Bond Fund
|
||||||||
Limited-Term Government Fund
|
||||||||
Main Street Fund
|
||||||||
Main Street Select Fund
|
||||||||
Small- & Mid-Cap Fund
|
||||||||
Master Event-Linked Bond Fund, LLC
|
||||||||
Master Inflation Protected Securities Fund, LLC
|
||||||||
Master Loan Fund, LLC
|
||||||||
Portfolio Series Fixed Income Active Allocation Fund
|
||||||||
Senior Floating Rate Fund
|
||||||||
Short Duration Fund
|
||||||||
Total Compensation From All Oppenheimer Funds For Which Individual Serves As Trustee2
|
$______6
|
Name,
Position(s) Held with the Funds, Length of Service,
Age
|
Principal Occupation(s) During Past 5 Years
|
Brian W. Wixted,
Treasurer and Principal
Financial & Accounting
Officer since 1999
Age: 52
|
Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds
International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008). An officer of 96 portfolios in the
OppenheimerFunds complex.
|
Mark S. Vandehey,
Vice President and Chief Compliance Officer since
2004
Age: 61
|
Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer
of 96 portfolios in the OppenheimerFunds complex.
|
Arthur S. Gabinet
Secretary since 2011
Age: 53
|
Executive Vice President (since May 2010) and General Counsel (since January 2011) of the Manager; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (since January 2011); Executive Vice President and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and
Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since January 2011); Director of Oppenheimer Real Asset Management, Inc. (since January 2011); Executive Vice President and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President and General Counsel of OFI Private Investments,
Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (since January 2011); Executive Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Manager (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 96
portfolios in the OppenheimerFunds complex.
|
Christina Nasta
Vice President and Chief Business Officer since 2011
Age: 38
|
Senior Vice President of the Manager (since July 2010); Vice President of the Manager (since January 2003); Vice President of OppenheimerFunds Distributor, Inc. (since January 2003). An officer of 96 portfolios in the OppenheimerFunds complex.
|
Brian S. Petersen
Assistant Treasurer since 2004
Age: 40
|
Vice President of the Manager (since February 2007); Assistant Vice President of the Manager (August 2002-February 2007); Manager/Financial Product Accounting of the Manager (November 1998-July 2002). An officer of 96 portfolios in the OppenheimerFunds complex.
|
Stephanie Bullington
Assistant Treasurer since 2008
Age: 34
|
Vice President of the Manager (since January 2010); Assistant Vice President of the Manager (October 2005-January 2010); Assistant Vice President of ButterField Fund Services (Bermuda) Limited, part of The Bank of N.T. Butterfield Son Limited (Butterfield) (February 2004-June 2005). An officer of 96 portfolios in the OppenheimerFunds complex.
|
James Kennedy
Assistant Treasurer since 2011
Age: 52
|
Senior Vice President of the Manager (since September 2006). An officer of 96 portfolios in the OppenheimerFunds complex.
|
Lisa I. Bloomberg
Assistant Secretary since 2004
Age: 44
|
Senior Vice President (since February 2010) and Deputy General Counsel (since May 2008) of the Manager; Vice President (May 2004-January 2010) and Associate Counsel of the Manager (May 2004-May 2008); First Vice President (April 2001-April 2004), Associate General Counsel (December 2000-April 2004) of UBS Financial Services, Inc. An officer of 96 portfolios in the OppenheimerFunds
complex.
|
Randy G. Legg
Assistant Secretary since 2008
Age: 46
|
Vice President (since June 2005) and Senior Counsel (since March 2011) of the Manager; Associate Counsel (January 2007-March 2011) of the Manager. An officer of 96 portfolios in the OppenheimerFunds complex.
|
Taylor V. Edwards
Assistant Secretary since 2008
Age: 44
|
Vice President (since February 2007) and Associate Counsel (since May 2009) of the Manager; Assistant Vice President (January 2006-January 2007) and Assistant Counsel (January 2006-April 2009) of the Manager; Associate at Dechert LLP (September 2000-December 2005). An officer of 96 portfolios in the OppenheimerFunds complex.
|
Adrienne M. Ruffle
Assistant Secretary since 2008
Age: 34
|
Vice President (since February 2007) and Associate Counsel (since May 2009) of the Manager; Assistant Vice President (February 2005-January 2007); and Assistant Counsel (February 2005-April 2009); Associate Counsel (September 2002-February 2005) at Sidley Austin LLP. An officer of 96 portfolios in the OppenheimerFunds complex.
|
Name,
Position(s) Held with the Funds, Length of Service,
Age
|
Principal Occupation(s) During Past 5 Years
|
Raymond Anello
Vice President since 2011
Age: 47
Main Street Small- & Mid- Cap Fund
|
Mr. Anello has been a Vice President of the Manager since May 2009 and a portfolio manager of the Manager since April 2011. He has served as sector manager for energy and utilities for the Manager's Main Street Investment Team since May 2009. Prior to joining the Manager, Mr. Anello was portfolio manager of the RS All Cap Dividend product from its inception in July 2007 through April
2009 and served as a sector manager for energy and utilities for various other RS Investments products. Mr. Anello joined Guardian Life Insurance Company in October 1999 and transitioned to RS Investments in October 2006 in connection with Guardian Life Insurance Company's acquisition of an interest in RS Investments. Mr. Anello is a portfolio manager of another portfolio in the OppenheimerFunds complex.
|
Robert Baker
Vice President since 2007
Age: 38
Commodity Strategy Total Return Fund
|
Mr. Baker, CFA, has been a Vice President of the Manager since May 2007. He was an Assistant Vice President and Senior Research Analyst of the Manager from January 2004 to May 2007 and an Analyst of the Manager from February 2001 to December 2003. Mr. Baker is a portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
|
Kevin Baum,
Vice President since 2000
Age: 41
Commodity Strategy Total Return Fund
|
Mr. Baum, CFA, CAIA has been a Senior Vice President of the Manager since 2009 and was previously a Vice President of the Manager from 2000. He is a portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
|
Michelle Borre
Vice President since 2009
Age: 44
Capital Income Fund
|
Ms. Borré, CFA, has been a Vice President of the Manager since April 2003 and was a Senior Research Analyst of the Manager from February 2003 to April 2009. She held various positions, including Managing Director and Partner, at J&W Seligman between July 1996 and January 2003. Ms. Borré was an Adjunct Assistant Professor of Finance and Economics at Columbia Business School
from 2003 to 2005 and served on the Executive Advisory Board at the Heilbrunn Center for Graham and Dodd Investing at Columbia Business School from 2004 to 2005.
|
Alessio de Longis
Vice President since 2010
Age: 33
Currency Opportunities Fund
|
Mr. de Longis, CFA, has been a Vice President of the Manager since June 2010. He was an Assistant Vice President and Senior Research Analyst of the Manager from February 2004 to June 2010. Since joining the Manager in 2004, Mr. de Longis has been a Research Analyst for all the Funds managed by the international investment team.
|
Anthony Gennaro, Jr.
Vice President since 2009
Age: 44
Main Street Select Fund
|
Mr. Gennaro, CFA, CPA, has been a Vice President and portfolio manager of the Manager since May 2009. Prior to joining the Manager, Mr. Gennaro was sector manager for media, internet and telecom and a co portfolio manager for mid-cap portfolios with the RS Core Equity Team of RS Investment Management Co. LLC from January 2007 to May 2009. He served as sector manager for media, internet
and telecom services at The Guardian Life Insurance Company of America from August 2006 to October 2006 when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC and was a financial analyst covering media and internet stocks at Principal Global Investors from 1999 to 2006. He was a senior in the Assurance and Business Advisory group at Ernst & Young LLP from 1994 to 1997.
|
Manind Govil
Vice President since 2009
Age: 42
Main Street Fund
Main Street Select Fund
|
Mr. Govil, CFA, has been a Senior Vice President, the Main Street Team Leader and a portfolio manager of the Manager since May 2009. Prior to joining the Manager, Mr. Govil was a portfolio manager with RS Investment Management Co. LLC from October 2006 until March 2009. He served as the head of equity investments at The Guardian Life Insurance Company of America from August 2005 to
October 2006 when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. He served as the lead portfolio manager - large cap blend/core equity, co-head of equities and head of equity research, from 2001 to July 2005, and was lead portfolio manager - core equity, from April 1996 to July 2005, at Mercantile Capital Advisers, Inc. Mr. Govil is a portfolio manager of other portfolios in the OppenheimerFunds complex.
|
Margaret Hui,
Vice President since 2007
Assistant Vice President since 1999
Age: 53
Master Loan Fund LLC
Senior Floating Rate Fund
|
Ms. Hui has been a Vice President and portfolio manager of the Fund since October 1999. Ms. Hui has been a Vice President of the Manager since February 2005. Ms. Hui was an Assistant Vice President of the Manager from October 1999 to January 2005.
|
Krishna Memani
Vice President since 2009
Age: 51
Capital Income Fund
Core Bond Fund
Capital Income Fund
Limited Term Government Fund
Global Strategic Income Fund
Corporate Bond Fund
|
Mr. Memani has been the Director of Fixed Income of the Manager since October 2010 and a Senior Vice President and Head of the Investment Grade Fixed Income Team of the Manager since March 2009. Mr. Memani was a Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities from June 2006 through January 2009. He was the
Chief Credit Strategist at Credit Suisse Securities from August 2002 through March 2006. He was a Managing Director and Senior Portfolio Manager at Putnam Investments from September 1998 through June 2002. Mr. Memani is a portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
|
Christopher Proctor
Vice President since May 2010
Age: 43
Cash Reserves
Short Duration Fund
|
Mr. Proctor has been a Vice President of the Manager since August 2008. Prior to joining the Manager, Mr. Proctor was a Vice President at Calamos Asset Management from January 2007 through March 2008 and Scudder-Kemper Investments from 1999 through 2002. Mr. Proctor was a Managing Director and Co-Founder of Elmhurst Capital Management through January 2007 and was a Senior Manager of Research
for Etrade Global Asset Management from 2002 through 2004. Mr. Proctor is an officer and portfolio manager of other funds for which the Manager or an affiliate serves as investment adviser.
|
Benjamin Ram
Vice President since May 2009
Age: 39
Main Street Fund
|
Mr. Ram has been a Vice President and portfolio manager of the Manager since May 2009. Prior to joining the Manager, Mr. Ram was sector manager for financial investments and a co-portfolio manager for mid-cap portfolios with the RS Core Equity Team of RS Investment Management Co. LLC from October 2006 to May 2009. He served as Portfolio Manager Mid Cap Strategies, Sector Manager Financials
at The Guardian Life Insurance Company of America from January 2006 to October 2006 when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. He was a financial analyst, from 2003 to 2005, and co-portfolio manager, from 2005 to 2006, at Mercantile Capital Advisers, Inc. Mr. Ram was a bank analyst at Legg Mason Securities from 2000 to 2003 and was a senior financial analyst at the CitiFinancial division of Citigroup, Inc. from 1997 to
2000. Mr. Ram is a portfolio manager of other portfolios in the OppenheimerFunds complex.
|
Arthur P. Steinmetz,
Vice President since May 2004
Age: 53
Global Strategic Income Fund
International Bond Fund
Portfolio Series Fixed Income Active Allocation Fund
|
Mr. Steinmetz has been the Chief Investment Officer of the Manager since October 2010; Chief Investment Officer, Fixed-Income, of the Manager from April 2009 to October 2010; Executive Vice President of the Manager since October 2009; Director of Fixed Income of the Manager from January 2009 to April 2009 and a Senior Vice President of the Manager
from March 1993 to September 2009. Mr. Steinmetz is a portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
|
Peter Strzalkowski
Vice President since May 2009
Age: 46
Core Bond Fund
Limited Term Government Fund
|
Mr. Strzalkowski, CFA, has been a Vice President of the Manager since August 2007 and a member of the Manager's Investment Grade Fixed Income Team since April 2009. Mr. Strzalkowski was a Managing Partner and Chief Investment Officer of Vector Capital Management, LLC, a structured products money management firm he founded, from July 2006 through August 2007. He was a Senior Portfolio
Manager at Highland Capital Management, L.P. from June 2005 through July 2006 and a Senior Fixed Income Portfolio Manager at Microsoft Corp. from June 2003 through June 2005. He was a Vice President and Senior Fixed Income Portfolio Manager at First Citizens Bank Trust, Capital Management Group, from April 2000 through June 2003 and a Vice President and Fixed Income Portfolio Manager at Centura Banks from November 1998 through April 2000. Mr. Strzalkowski
is a portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
|
Julie Van Cleave
Vice President since May 2010
Age: 52
Equity Fund
|
Ms. Van Cleave has been a Vice President and Senior Portfolio Manager of the Manager since April 2010. Prior to joining the Manager, she was Managing Director, U.S. Large-Cap Growth Equity, and lead portfolio manager at Deutsche Asset Management from December 2002 to February 2009. Prior to 2002, Ms. Van Cleave was a Managing Director, a portfolio manager and a team leader with Mason Street
Advisors, a wholly owned subsidiary of Northwestern Mutual Life. Ms. Van Cleave is a portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
|
Raman Vardharaj
Vice President since May 2009
Age: 40
Main Street Small- & Mid- Cap Fund
|
Mr. Vardharaj, CFA, has been a Vice President and portfolio manager of the Manager since May 2009. Prior to joining the Manager, Mr. Vardharaj was sector manager and a senior quantitative analyst creating stock selection models, monitoring portfolio risks and analyzing portfolio performance across the RS Core Equity Team of RS Investment Management Co. LLC from October 2006 to May 2009. He
served as quantitative analyst at The Guardian Life Insurance Company of America from 1998 to October 2006 when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. Mr. Vardharaj is a portfolio manager of other portfolios in the OppenheimerFunds complex.
|
Joseph Welsh,
Vice President since September 1999
Age: 47
Champion Income Fund
Global Strategic Income Fund
Master Loan Fund LLC
Senior Floating Rate Fund
|
Mr. Welsh, CFA, has been the Head of the Manager's High Yield Corporate Debt Team since April 2009; Senior Vice President of the Manager since May 2009 and a Vice President of the Manager from December 2000 to April 2009. He was an Assistant Vice President of the Manager from December 1996 to November 2000 and a high yield bond analyst of the Manager from January 1995 to December 1996.
He was a senior bond analyst with W.R. Huff Asset Management from November 1991 to December 1994. Mr. Welsh is a portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
|
Mitch Williams
Vice President since November 2008
Age: 43
Equity Fund
|
Mr. Williams, CFA, has been a Vice President of the Manager since July 2006 and a Senior Research Analyst of the Manager since April 2002. He was a Vice President and Research Analyst for Evergreen Funds from October 2000 to January 2002. Mr. Williams is a portfolio manager of other portfolios in the OppenheimerFunds complex.
|
Carol Wolf
Vice President since December 1998
Age: 60
Cash Reserves
Commodity Strategy Total Return Fund
Short Duration Fund
|
Ms. Wolf has been a Senior Vice President of the Manager since September 2000 and of HarbourView Asset Management Corporation since June 2003. She was Vice President of the Manager from June 1990 through June 2000. Ms. Wolf is an officer and portfolio manager of other funds for which the Manager or an affiliate serves as investment adviser. Ms. Wolf is a portfolio manager of other
portfolios in the OppenheimerFunds complex.
|
Caleb Wong,
Vice President since June 2008
Age:
Global Strategic Income Fund
Master Event-Linked Bond Fund, LLC
|
Mr. Wong has been a Vice President of the Manager since June 1999. He was head of fixed income quantitative research and risk management of the Manager from 1997-1999 and has worked in fixed-income quantitative research and risk management for the Manager since July 1996. Mr. Wong is a portfolio manager and an officer of other portfolios in the OppenheimerFunds
complex.
|
Sara J. Zervos
Vice President since April 2009
Age: 42
Emerging Markets Debt Fund
Global Strategic Income Fund
International Bond Fund
|
Ms. Zervos, PhD, has been a Senior Vice President of the Manager since January 2011 and was a Vice President of the Manager from April 2008 to December 2010. She was a portfolio manager with Sailfish Capital Management from May 2007 to February 2008 and a portfolio manager for emerging market debt at Dillon Read Capital Management and OTA Asset Management from June 2004 to
April 2007. Ms. Zervos is a portfolio manager and officer of other portfolios in the OppenheimerFunds complex.
|
Matthew Ziehl
Vice President since May 2009
Age: 44
Main Street Small- & Mid- Cap Fund
|
Mr. Ziehl has been a Vice President and portfolio manager of the Manager since May 2009. Prior to joining the Manager, Mr. Ziehl was a portfolio manager with RS Investment Management Co. LLC from October 2006 to May 2009 and served as a managing director at The Guardian Life Insurance Company of America from December 2001 to October 2006 when Guardian Life Insurance acquired an interest in
RS Investment Management Co. LLC. Mr. Ziehl is a portfolio manager of other portfolios in the OppenheimerFunds complex.
|
Fund
|
2010
|
2011
|
Oppenheimer Capital Income Fund
|
||
Oppenheimer Cash Reserves Fund
|
||
Oppenheimer Champion Income Fund
|
||
Oppenheimer Commodity Strategy Total Return Fund
|
||
Oppenheimer Corporate Bond Fund
|
||
Oppenheimer Currency Opportunities Fund
|
||
Oppenheimer Emerging Markets Debt Fund
|
||
Oppenheimer Equity Fund, Inc.
|
||
Oppenheimer Global Strategic Income Fund
|
||
Oppenheimer Core Bond Fund
|
||
Oppenheimer International Bond Fund
|
||
Oppenheimer Limited-Term Government Fund
|
||
Oppenheimer Main Street Fund
|
||
Oppenheimer Main Street Select Fund
|
||
Oppenheimer Small- & Mid-Cap Fund
|
||
Oppenheimer Master Event-Linked Bond Fund, LLC
|
||
Oppenheimer Master Inflation Protected Securities Fund, LLC
|
||
Oppenheimer Master Loan Fund, LLC
|
||
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
|
||
Oppenheimer Senior Floating Rate Fund
|
||
Oppenheimer Short Duration Fund
|
Fund
|
2010
|
2011
|
Oppenheimer Capital Income Fund
|
||
Oppenheimer Cash Reserves Fund
|
||
Oppenheimer Champion Income Fund
|
||
Oppenheimer Commodity Strategy Total Return Fund
|
||
Oppenheimer Corporate Bond Fund
|
||
Oppenheimer Currency Opportunities Fund
|
||
Oppenheimer Emerging Markets Debt Fund
|
||
Oppenheimer Equity Fund, Inc.
|
||
Oppenheimer Global Strategic Income Fund
|
||
Oppenheimer Core Bond Fund
|
||
Oppenheimer International Bond Fund
|
||
Oppenheimer Limited-Term Government Fund
|
||
Oppenheimer Main Street Fund
|
||
Oppenheimer Main Street Select Fund
|
||
Oppenheimer Small- & Mid-Cap Fund
|
||
Oppenheimer Master Event-Linked Bond Fund, LLC
|
||
Oppenheimer Master Inflation Protected Securities Fund, LLC
|
||
Oppenheimer Master Loan Fund, LLC
|
||
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
|
||
Oppenheimer Senior Floating Rate Fund
|
||
Oppenheimer Short Duration Fund
|
Fund
|
2010
|
2011
|
Oppenheimer Capital Income Fund
|
||
Oppenheimer Cash Reserves Fund
|
||
Oppenheimer Champion Income Fund
|
||
Oppenheimer Commodity Strategy Total Return Fund
|
||
Oppenheimer Corporate Bond Fund
|
||
Oppenheimer Currency Opportunities Fund
|
||
Oppenheimer Emerging Markets Debt Fund
|
||
Oppenheimer Equity Fund, Inc.
|
||
Oppenheimer Global Strategic Income Fund
|
||
Oppenheimer Core Bond Fund
|
||
Oppenheimer International Bond Fund
|
||
Oppenheimer Limited-Term Government Fund
|
||
Oppenheimer Main Street Fund
|
||
Oppenheimer Main Street Select Fund
|
||
Oppenheimer Small- & Mid-Cap Fund
|
||
Oppenheimer Master Event-Linked Bond Fund, LLC
|
||
Oppenheimer Master Inflation Protected Securities Fund, LLC
|
||
Oppenheimer Master Loan Fund, LLC
|
||
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
|
||
Oppenheimer Senior Floating Rate Fund
|
||
Oppenheimer Short Duration Fund
|
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, regulations or exemptions may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate
jurisdiction.
|
Fund
|
Current Fundamental Policy – Borrowing
|
Capital Income Fund
|
The Fund cannot borrow money in excess of 33-1/3% of the value of its total assets. The Fund may borrow only from banks and/or affiliated investment companies. With respect to this fundamental policy, the Fund can borrow only if it maintains a 300% ratio of assets to borrowing at all times in the manner set forth in the Investment Company Act.
|
Cash Reserves
|
The Fund cannot borrow money in excess of 10% of the value of its total assets or make any investment when borrowings exceed 5% of the value of its total assets; it may borrow only as a temporary measure for extraordinary or emergency purposes; no assets of the Fund may be pledged, mortgaged or assigned to secure a debt.
|
Champion Income Fund
|
The Fund cannot borrow money in excess of 33 1/3% of the value of its total assets. The Fund may borrow only from banks and/or affiliated investment companies and only as a temporary measure for extraordinary or emergency purposes. The Fund cannot make any investment at a time during which its borrowings exceed 5% of the value of its assets. With respect to this fundamental policy, the Fund
can borrow only if it maintains a 300% ratio of assets to borrowings at all times in the manner set forth in the Investment Company Act.
|
Commodity Strategy Total Return Fund
|
The Fund cannot borrow money in excess of 33 1/3% of the value of its total assets. The Fund may borrow only from banks and/or affiliated investment companies. With respect to this fundamental policy, the Fund can borrow only if it maintains a 300% ratio of assets to borrowings at all times in the manner set forth in the Investment Company Act. Currently, the Investment Company Act permits a
mutual fund to borrow from banks and/or affiliated investment companies up to one-third of its total assets (including the amount borrowed). The Fund may borrow up to 5% of its total assets for temporary purposes from any person. Interfund borrowing must be consistent with the Fund’s exemptive order.
|
Core Bond Fund
Corporate Bond Fund
Limited-Term Government Fund
Main Street Select Fund
Main Street Small- & Mid-Cap Fund
|
The Fund cannot borrow money in excess of 33 1/3% of the value of its total assets. The Fund may borrow only from banks and/or affiliated investment companies. With respect to this fundamental policy, the Fund can borrow only if it maintains a 300% ratio of assets to borrowings at all times in the manner set forth in the Investment Company Act.
|
Equity Fund
Main Street Select Fund
|
The Fund cannot borrow money in excess of 33 1/3% of the value of its total assets. The Fund may borrow only from banks and/or affiliated investment companies. With respect to this fundamental policy, the Fund can borrow only if it maintains a 300% ratio of assets to borrowings at all times in the manner set forth in the Investment Company Act of 1940.
|
Currency Opportunities Fund
Emerging Market Debt Fund
International Bond Fund
|
The Fund cannot borrow money in excess of 33 1/3% of the value of its total assets. The Fund may borrow only from banks and/or affiliated investment companies. The Fund cannot make any investment at a time during which its borrowings exceed 5% of the value of its total assets. With respect to this fundamental policy, the Fund can borrow only if it maintains a 300% ratio of assets to
borrowings at all times in the manner set forth in the Investment Company Act.
|
Global Strategic Income Fund
Main Street Fund
|
The Fund cannot borrow money in excess of 33 1/3 % of the value of its total assets (including the amount borrowed). The Fund may borrow only from banks and/or affiliated investment companies. With respect to this fundamental policy, the Fund can borrow only if it maintains a 300% ratio of assets to borrowings at all times in the manner set forth in the Investment Company Act.
|
Senior Floating Rate Fund
|
The Fund cannot borrow money in excess of 33 1/3% of the value of its total assets at the time of the borrowings. The Fund’s borrowings must comply with the 300% asset coverage requirement under the Investment Company Act, as such requirement may be amended from time to time.
|
Master Event-Linked Bond Fund
Master Inflation Protected Securities Fund
Master Loan Fund
|
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.
|
Portfolio Series Fixed Income Active Allocation Fund
Short Duration Fund
|
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
|
Proposed Fundamental Policy – Concentration of Investments
|
Capital Income Fund
Core Bond Fund
Corporate Bond Fund
Commodity Strategy Total Return Fund
Equity Fund, Inc.
Limited-Term Government Fund
Main Street Fund
Main Street Select Fund
Main Street Small- & Mid-Cap Fund
Global Strategic Income Fund
Champion Income Fund
Master Inflation Protected Securities Fund
Portfolio Series Fixed Income Active Allocation Fund
Currency Opportunities Fund
Emerging Markets Debt Fund
International Bond Fund
|
The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, 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, regulations or exemption may be amended or interpreted from time to time by the
Securities and Exchange Commission, its staff, or other authority with appropriate jurisdiction. For purposes of this concentration limitation, the Fund’s investment adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry or sector classification consistent with those characteristics in the event that any third party classification provider that may be used by the investment adviser does not assign a
classification.
|
Cash Reserves Fund
|
The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, except that the Fund may invest without limit in obligations issued by banks, and 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,
regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate jurisdiction. For purposes of this concentration limitation, the Fund’s investment adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry or sector classification consistent with those characteristics in the event that any third party
classification provider that may be used by the investment adviser does not assign a classification.
|
Senior Floating Rate Fund
Master Loan Fund
Master Event-Linked Bond Fund
|
The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, except that the Fund may invest without limit in instruments of the group of industries in the financial securities sector, and 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, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate jurisdiction. For purposes of this concentration limitation, the Fund’s investment adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry or sector classification consistent with those
characteristics in the event that any third party classification provider that may be used by the investment adviser does not assign a classification.
|
Short Duration Fund
|
The Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one industry, except that the Fund may invest without limit in obligations issued by banks and in instruments of the group of industries in the financial securities sector, and 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, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate jurisdiction. For purposes of this concentration limitation, the Fund’s investment adviser may analyze the characteristics of a particular issuer and instrument and may assign an industry or sector
classification consistent with those characteristics in the event that any third party classification provider that may be used by the investment adviser does not assign a classification.
|
Fund
|
Current Fundamental Policy – Concentration of Investments
|
Capital Income Fund
|
The Fund cannot concentrate investments. That means it cannot invest 25% or more of its total assets in any industry.
|
Cash Reserves Fund
|
The Fund cannot concentrate investments to the extent of 25% of its assets in any industry, except for obligations of foreign banks or foreign branches of domestic banks, time deposits, other bank obligations and U.S. government securities as described in the Prospectus and SAI.
|
Champion Income Fund
Master Inflation Protected Securities Fund
|
The Fund cannot invest 25% or more of its total 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. Under this policy, utilities are divided into “industries” according to the services they provide (for example, gas, gas transmission, electric and telephone utilities will be
considered to be in separate industries). The Fund can invest more than 25% in a group of industries.
|
Commodity Strategy Total Return Fund
|
The Fund will not purchase the securities, commodity-linked notes and other instruments of any issuer if, as a result, 25% or more of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry or group of industries. This restriction does not apply to securities issued or guaranteed by the U.S. government or any
of its agencies or instrumentalities, or repurchase agreements secured by them.
|
The Fund will invest 25% or more of its total assets in securities, commodity-linked notes and other instruments, including futures and forward contracts, related options and swaps, linked to one or more of the energy and natural resources, agriculture, livestock, industrial metals, and precious metals sectors. The individual components of an index will be considered as separate industries
for this purpose. The Fund may also invest more than 25% of total assets in a group of industries.
|
|
Core Bond Fund
Corporate Bond Fund
|
The Fund cannot concentrate its investments (that means it cannot invest 25% or more of its total assets) in any one industry. Gas, water, electric and telephone utilities are considered to be separate industries for this purpose.
|
Currency Opportunities Fund
Emerging Markets Debt Fund
International Bond Fund
|
The Fund cannot concentrate investments. That means it cannot invest 25% or more of its total assets in any one industry. The Fund will not invest 25% or more of its total assets in government securities of any one foreign country or in debt and equity securities issued by companies organized under the laws of any one foreign country. Obligations of the U.S. government, its agencies and
instrumentalities are not considered to be part of an “industry” for the purposes of this policy.
|
Equity Fund
|
The Fund cannot invest 25% or more of its total 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.
|
Global Strategic Income Fund
|
The Fund cannot invest 25% or more of its total 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. Each foreign government is treated as an “industry” and utilities are divided according to the services they provide.
|
Limited-Term Government Fund
|
The Fund cannot invest 25% or more of its total 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.
|
Main Street Fund
Main Street Select Fund
|
The Fund cannot concentrate investments. That means it cannot invest 25% or more of its total assets in any industry. However, there is no limitation on investments in U.S. Government securities.
|
Main Street Small- & Mid-Cap Fund
|
The Fund cannot concentrate investments. That means it cannot invest 25% or more of its total assets in companies in any one industry. Obligations of the U.S. government, its agencies and instrumentalities are not considered to be part of an “industry” for the purposes of this restriction.
|
Master Loan Fund
Senior Floating Rate Fund
|
The Fund cannot invest 25% or more of its total assets in securities of issuers having their principal business activities in the same industry. The Fund can invest 25% or more of its total assets and can invest up to 100% of its total assets in securities of issuers in the group of financial services industries, which under the Fund’s currently-used industry classifications include
the following industries (this group of industries and the Fund’s industry classifications can be changed by the Fund without shareholder approval): banks, bank holding companies, commercial finance, consumer finance, diversified financial, insurance, savings and loans, and special purpose financial. For the purpose of this investment restriction, the term “issuer” includes the borrower under a loan, the agent bank for a loan, and any intermediate
participant in the loan interposed between the borrower and the Fund. The percentage limitation in this investment restriction does not apply to securities issued or guaranteed by the U.S. Government or its agencies and instrumentalities. For the purposes of interpreting this investment restriction, each foreign national government is treated as an “industry” and utilities are divided according to the services they provide.
|
Portfolio Series Fixed Income Active Allocation Fund
|
The Fund cannot invest 25% or more of its total assets in any one industry or in a group of related industries. That limit does not apply to securities issued or guaranteed by the U.S. government or its agencies and instrumentalities or to securities issued by investment companies.
|
Short Duration Fund
|
The Fund will invest more than 25% of its total assets in the banking industry and in the financial services group of industries. No limit applies to securities issued or guaranteed by the U.S. Government or its agencies and instrumentalities or securities issued by other investment companies.
|
Master Event-Linked Bond Fund*
|
The Fund will invest 25% or more of its total assets in securities or obligations of borrowers in a single industry, specifically, the financial services sector, including banks, bank holding companies, commercial finance, consumer finance, diversified financial, insurance, savings and loans and special purpose financial. Issuers of event-linked bonds are generally classified as
belonging to the financial services sector. The Fund will be subject to the risks associated with financial institutions in that sector.
|
Fund
|
Current Fundamental Policy – Diversification of Investments
|
Capital Income Fund
Champion Income Fund
Core Bond Fund
Corporate Bond Fund
Main Street Small- & Mid-Cap Fund
|
The Fund cannot buy securities issued or guaranteed by any one issuer if more than 5% of its total assets would be invested in securities of that issuer or if it would then own more than 10% of that issuer’s voting securities. That restriction applies to 75% of the Fund’s total assets. The limit does not apply to securities issued by the U.S. government or any of its agencies or
instrumentalities or securities of other investment companies.
|
Cash Reserves Fund
|
With respect to 75% of its assets, the Fund cannot purchase securities issued or guaranteed by any one issuer (except the U.S. Government or its agencies or instrumentalities), if more than 5% of the Fund’s total assets would be invested in securities of that issuer or Fund would then own more than 10% of that issuer’s voting securities;
|
Master Inflation Protected Securities Fund
|
The Fund cannot buy securities issued or guaranteed by any one issuer if more than 5% of its total assets would be invested in securities of that issuer or it would then own more than 10% of that issuer’s voting securities. This limit applies to 75% of the Fund’s total assets. The limit does not apply to securities issued by the U.S. Government or any of its agencies or
instrumentalities or to securities of other investment companies.
|
Equity Fund
Main Street Select Fund
|
The Fund cannot buy securities issued or guaranteed by any one issuer if more than 5% of its total assets would be invested in securities of that issuer or if it would then own more than 10% of that issuer’s voting securities. This limitation applies to 75% of the Fund’s total assets. The limit does not apply to securities issued by the U.S. government or any of its agencies or
instrumentalities or securities of other investment companies.
|
Limited-Term Government Fund
|
The Fund cannot buy securities or other instruments issued or guaranteed by any one issuer if more than 5% of its total assets would be invested in securities or other instruments of that issuer or if it would then own more than 10% of that issuer’s voting securities. This limitation applies to 75% of the Fund’s total assets. The limit does not apply to securities issued by the
U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies.
|
Global Strategic Income Fund
Main Street Fund
Short Duration Fund
|
The Fund cannot buy securities issued or guaranteed by any one issuer if more than 5% of its total assets would be invested in securities of that issuer or it would then own more than 10% of that issuer’s voting securities. This limit applies to 75% of the Fund’s total assets. The limit does not apply to securities issued by the U.S. government or any of its agencies or
instrumentalities, or securities of other investment companies.
|
Portfolio Series Fixed Income Active Allocation Fund
|
The Fund cannot buy securities or other instruments issued or guaranteed by any one issuer if more than 5% of its total assets would be invested in securities or other instruments of that issuer or if it would then own more than 10% of that issuer’s voting securities. This limitation applies to 75% of the Fund’s total assets. The limit does not apply to securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities or securities of other investment companies. For purposes of this restriction, the Fund's investments will be considered be its pro rata portion of each Underlying Fund’s portfolio securities.
|
Fund
|
Current Fundamental Policy – Investments in Issuers Owned by Trustees or Officers
|
Cash Reserves Fund
|
The Fund cannot invest in or hold securities of any issuer if those officers and trustees or directors of the Fund or its Manager who beneficially own individually more than ½ of 1% of the securities of such issuer together own more than 5% of the securities of such issuer
|
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, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with appropriate
jurisdiction.
|
Fund
|
Current Fundamental Policy - Lending
|
Cash Reserves Fund
|
The Fund cannot make loans, except that the Fund may purchase debt instruments and repurchase agreements as described in the Prospectus and SAI, and the Fund may lend its portfolio securities as described under “Loans of Portfolio Securities” in the SAI
|
Capital Income Fund
|
The Fund cannot make loans except (a) through lending of securities, (b) through the purchase of debt instruments or similar evidence of indebtedness, and (c) through repurchase agreements.
|
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.
|
|
Champion Income Fund
Global Strategic Income Fund
|
The Fund cannot make loans except (a) through lending of securities, (b) through the purchase of debt instruments or similar evidences of indebtedness, (c) through an inter-fund lending program 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.
|
Main Street Select Fund
|
The Fund cannot make loans except (a) through lending of securities, (b) through the purchase of debt instruments or similar evidences of indebtedness, (c) through an inter-fund 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.
|
Main Street Small- & Mid-Cap Fund
|
The Fund cannot make loans except (a) through lending of securities, (b) through the purchase of debt securities or similar evidences of indebtedness, (c) through an interfund-lending program with other affiliated funds, and (d) through repurchase agreements.
|
Commodity Strategy Total Return Fund
|
The Fund cannot make loans except (a) through 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, 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. Currently, the Investment Company Act permits (a) lending of securities, (b) purchasing debt securities or similar evidences of indebtedness, (c) repurchase agreements and (d) interfund lending consistent with the Fund’s exemptive order; or
|
Core Bond Fund
Corporate Bond Fund
Currency Opportunities Fund
Emerging Markets Debt Fund
Equity Fund
International Bond Fund
Limited-Term Government Bond Fund
Main Street Fund
|
The Fund cannot make loans except (a) through lending of securities, (b) through the purchase of debt instruments or similar evidences of indebtedness, (c) through an inter-fund lending program with other affiliated funds, and (d) through repurchase agreements.
|
Master Loan Fund
|
The Fund cannot make loans to other persons. However, the Fund can invest in loans (including by direct investments as an original lender or purchasing assignments or participation interests) and other debt obligations in accordance with its investment objective and policies. The Fund may also lend its portfolio securities and may purchase securities subject to repurchase agreements.
|
Master Event-Linked Bond Fund
Master Inflation Protected Securities Fund
|
The Fund cannot loan money, except to the extent permitted under the Investment Company Act, the rules and 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.
|
Senior Floating Rate Fund
|
The Fund cannot make loans to other persons. However, the Fund can invest in loans (including by direct investments or purchasing assignments or participation interests) and other debt obligations in accordance with its investment objective and policies.
|
The Fund may also lend its portfolio securities and may purchase securities subject to repurchase agreements.
|
|
Portfolio Series Fixed Income Active Allocation Fund
Short Duration Fund
|
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 – Margin & Short Sales
|
Cash Reserves Fund
|
The Fund cannot purchase securities on margin or make short sales of securities
|
Master Event-Linked Bond Fund
Master Inflation Protected Securities Fund
Master Loan Fund
Senior Floating Rate Fund
|
The Fund cannot buy securities on margin. However, the Fund can make margin deposits in connection with its use of derivative instruments and hedging instruments.
|
The Fund cannot invest in real estate or commodities, 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, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with
appropriate jurisdiction.
|
Fund
|
Current Fundamental Policy – Real Estate & Commodities
|
Capital Income Fund
|
The Fund cannot invest in physical commodities or physical commodity contracts. However, the Fund can buy and sell hedging instruments that are permitted by any of its other investment policies. The Fund can also buy and sell options, futures and other instruments backed by physical commodities or the investment return from which is linked to changes in the price of physical
commodities.
|
The Fund cannot invest in real estate or 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).
|
|
Cash Reserves Fund
|
The Fund cannot invest in commodities or commodity contracts
|
The Fund cannot invest in real estate; however, the Fund may purchase debt securities issued by companies which invest in real estate or interests therein
|
|
Champion Income Fund
|
The Fund cannot invest in commodities or commodity contracts. However, the Fund may buy and sell any of the hedging instruments permitted by its other investment policies, whether or not the hedging instrument is considered a commodity or commodity contract, subject to the restrictions and limitations on such investments specified in the Prospectus and this SAI.
|
The Fund cannot invest in real estate. However, the Fund can purchase 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.
|
|
Commodity Strategy Total Return Fund
|
The Fund will not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction shall not prevent the Fund from purchasing or selling commodity-linked notes, or options and futures contracts with respect to individual commodities or indices, or from investing in securities or other instruments backed by physical
commodities or indices.
|
The Fund will not purchase or sell real estate unless acquired as a result of direct ownership of securities or other instruments. This restriction shall not prevent the Fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business, including real estate investment trusts. This restriction does not preclude the
Fund from buying securities backed by mortgages on real estate or securities of companies engaged in such activities. The Fund can also invest in real estate operating companies and shares of companies engaged in other real estate related businesses.
|
|
Core Bond Fund
Corporate Bond Fund
|
The Fund cannot invest in real estate or real estate mortgage loans. However, the Fund can purchase and sell securities issued or secured by companies that invest in or deal in real estate or interests in real estate
|
The Fund can buy and sell futures contracts that relate commodities (these are referred to as "commodity futures").
Commodity futures may be based upon commodities within five main commodity groups: (1) energy, which includes crude oil, natural gas, gasoline and heating oil; (2) livestock, which includes cattle and hogs; (3) agriculture, which includes wheat, corn, soybeans, cotton, coffee, sugar and cocoa; (4) industrial metals, which includes aluminum, copper, lead, nickel, tin and zinc; and (5)
precious metals, which include gold, platinum and silver. The Fund can purchase and sell commodity futures contracts, options on futures contracts and options and futures on commodity indices with respect to these five main commodity groups and the individual commodities within each group, as well as other types of commodities.
The Fund can buy and sell exchange-traded and over-the-counter put and call options, including index options, securities options, currency options, commodities options, and options on the types of futures described above.
|
|
Currency Opportunities Fund
Emerging Markets Debt Fund
International Bond Fund
|
The Fund cannot buy or sell real estate. However, the Fund can purchase debt securities secured by real estate or interests in real estate or issued by companies, including real estate investment trusts, which invest in real estate or interests in real estate.
|
The Fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This shall not prevent the Fund from buying or selling options and futures contracts or from investing in securities or other instruments backed by physical commodities.
|
|
Equity Fund
|
The Fund cannot invest in physical commodities or physical commodity contracts. However, the Fund can buy and sell any of the hedging instruments permitted by any of its other policies. It can also buy and sell options, futures, securities or other instruments backed by physical commodities or whose investment return is linked to changes in the price of physical commodities.
|
The Fund cannot invest in real estate or in interests in real estate. However, the Fund can purchase securities of issuers holding real estate or interests in real estate.
|
|
Main Street Select Fund
|
The Fund cannot invest in physical commodities or physical commodity contracts or buy securities for speculative short-term purposes. However, the Fund can buy and sell any of the hedging instruments permitted by any of its other policies. It can also buy and sell options, futures, securities or other instruments backed by physical commodities or whose investment return is linked to changes
in the price of physical commodities.
|
The Fund cannot invest in real estate or 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).
|
|
Main Street Small- & Mid-Cap Fund
|
The Fund cannot invest in physical commodities or physical commodity contracts or buy securities for speculative short-term purposes. However, the Fund can buy and sell any of the hedging instruments permitted by any of its other policies. It can also buy and sell options, futures, securities or other instruments backed by physical commodities or whose investment return is linked to changes
in the price of physical commodities.
|
The Fund cannot invest in real estate or in interests in real estate. However, the Fund can purchase securities of companies holding real estate or interests in real estate.
|
|
Global Strategic Income Fund
|
The Fund cannot invest in real estate, physical commodities or commodity contracts. However, the Fund may: (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 from which is linked to changes in the price of, physical commodities or currencies.
|
Limited-Term Government Fund
|
The Fund cannot purchase or sell real estate, commodities or commodity contracts. However, the Fund may use hedging instruments approved by its Board of Trustees whether or not those hedging instruments are considered commodities or commodity contracts.
|
Main Street Fund
|
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.
|
The Fund cannot invest in real estate or 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).
|
|
Master Event-Linked Bond Fund
Master Inflation Protected Securities Fund
Master Loan Fund
Senior Floating Rate Fund
|
The Fund cannot buy or sell commodities or commodity contracts. However, the Fund can buy and sell derivative instruments, such as futures contracts, options and swaps.
|
The Fund cannot buy or sell real estate. However, the Fund can purchase securities secured by real estate or interests in real estate, or issued by issuers (including real estate investment trusts) that invest in real estate or interests in real estate. The Fund may hold and sell real estate as acquired as a result of the Fund's ownership of securities.
|
|
Portfolio Series Fixed Income Active Allocation Fund
|
The Fund cannot purchase real estate or commodities; however, the Fund may use commodity contracts approved by its Board.
|
Short Duration Fund
|
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.
|
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 that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its staff, or other authority with
appropriate jurisdiction.
|
Fund
|
Current Fundamental Policy – Senior Securities
|
Cash Reserves Fund
|
The Fund cannot issue “senior securities,” but this does not prohibit certain investment activities for which assets of the Fund are designated as segregated, or margin, collateral or escrow arrangements are established, to cover the related obligations
|
Commodity Strategy Total Return Fund
|
The Fund will not issue any senior security. However, the Fund may enter into commitments to purchase securities in accordance with the Fund’s investment program, including reverse repurchase agreements, delayed-delivery and when issued securities, which may be considered the issuance of senior securities. Additionally, the Fund may engage in transactions that may result in the
issuance of a senior security to the extent permitted under the Investment Company Act and applicable regulations, interpretations of the Investment Company Act or an exemptive order. The Fund may also engage in short sales of securities to the extent permitted in its investment program and other restrictions. The purchase or sale of commodity-linked notes, futures or swap contracts and related options shall not be considered to involve the issuance of senior
securities. Moreover, the Fund may borrow money as authorized by the Investment Company Act.
|
Capital Income Fund
Champion Income Fund
Core Bond Fund
Corporate Bond Fund
Currency Opportunities Fund
Emerging Markets Debt Fund
Global Strategic Income Fund
International Bond Fund
Main Street Fund
Main Street Select Fund
Main Street Small- & Mid-Cap Fund
|
The Fund cannot issue “senior securities,” but this does not prohibit certain investment activities for which assets of the Fund are designated as segregated, or margin, collateral or escrow arrangements are established, to 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.
|
Equity Fund
|
The Fund cannot issue “senior securities.” This restriction does not prohibit the Fund from borrowing money as described in the Prospectus or this Statement of Additional Information. It does not prohibit the Fund from entering into margin, collateral, segregation or escrow arrangements, or options, futures, hedging transactions or from buying and selling other investments
permitted by its other investment policies.
|
Limited-Term Government Fund
|
The Fund cannot issue “senior securities,” but this does not prohibit certain investment activities for which assets of the Fund are designated as segregated, or margin, collateral or escrow arrangements are established, to cover the related obligations. Examples of those activities include borrowing money, reverse repurchase agreements, delayed-delivery and when-issued
arrangements for portfolio securities transactions, contracts to buy or sell derivatives, hedging instruments, options, or futures.
|
Master Event-Linked Bond Fund
Master Inflation Protected Securities Fund
Master Loan Fund
|
The Fund cannot issue "senior securities," except as permitted under the Investment Company Act. This limitation does not prohibit certain investment activities for which assets of the Fund are designated as segregated, or margin, collateral or escrow arrangements are established, to 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.
|
Senior Floating Rate Fund
|
The Fund cannot issue “senior securities,” except as permitted under the Investment Company Act. This limitation does not prohibit certain investment activities for which assets of the Fund are designated as segregated, or margin, collateral or escrow arrangements are established, to 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.
|
Portfolio Series Fixed Income Active Allocation Fund
Short Duration Fund
|
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.
|
Short Duration Fund
|
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.
|
The Fund cannot underwrite securities of other issuers, except to the extent permitted under the Investment Company Act or the Securities Act of 1933, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statutes, rules, regulations or exemption may be amended or interpreted from time to time by the Securities and Exchange Commission, its
staff, or other authority with appropriate jurisdiction.
|
Fund
|
Current Fundamental Policy – Underwriting
|
Capital Income Fund
Currency Opportunities Fund
Emerging Markets Debt Fund
Equity Fund
Global Strategic Income Fund
International Bond Fund
Main Street Fund
Main Street Select Fund
Main Street Small- & Mid-Cap Fund
Senior Floating Rate Fund
|
The Fund cannot underwrite securities of other companies. A permitted exception is in case it is deemed to be an underwriter under the Securities Act of 1933 when reselling any securities held in its own portfolio.
|
Cash Reserves Fund
|
The Fund cannot underwrite securities of other companies except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in connection with the disposition of portfolio securities.
|
Champion Income Fund
|
The Fund cannot underwrite securities of other companies except as permitted by the Investment Company Act. A permitted exception is in case it is deemed to be an underwriter under the Securities Act of 1933 when reselling any securities held in its own portfolio.
|
Commodity Strategy Total Return Fund
|
The Fund cannot underwrite securities issued by other persons. A permitted exception is in case it is deemed to be an underwriter under the Securities Act of 1933 when reselling securities held in its own portfolio.
|
Core Bond Fund
Corporate Bond Fund
Limited-Term Government Fund
|
The Fund cannot underwrite securities. A permitted exception is in case it is deemed to be an underwriter under the Securities Act of 1933 when reselling any securities held in its own portfolio.
|
Master Event-Linked Bond Fund
Master Inflation Protected Securities Fund
Master Loan Fund
|
The Fund cannot underwrite securities of other companies. A permitted exception is in case the Fund is deemed to be an underwriter under the Securities Act when reselling any securities held in its own portfolio.
|
Portfolio Series Fixed Income Active Allocation Fund
|
The Fund may not underwrite securities issued by others, except to the extent that such Fund may be considered an underwriter within the meaning of the Securities Act, as amended, when reselling securities held in its own portfolio.
|
Short Duration Fund
|
The Fund may not underwrite securities issued by others, except to the extent that the Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended, when reselling securities held in its own portfolio.
|
Fund
|
Current Fundamental Policy – Investments in Unseasoned Issuers
|
Cash Reserves Fund
|
The Fund cannot invest more than 5% of its total assets in securities of companies that have operated less than three years, including the operations of predecessors
|
Proposal
|
Fund
|
Current Fundamental Policy - Miscellaneous
|
2k
|
Limited-Term Government Fund
|
As a fundamental policy, the Fund requires that the ownership and control of the securities subject to a repurchase agreement must be transferred to the Fund.
|
2l
|
Limited-Term Government Fund
|
As a fundamental policy, the Fund will not enter into a reverse repurchase agreement unless the securities that collateralize the transaction have a maturity date not later than the settlement date of the transaction.
|
2m
|
Limited-Term Government Fund
|
As a fundamental policy, the Fund will not enter into such transactions unless the settlement date is within 120 days of the trade date and is settled in cash on the settlement date.
|
2n
|
Limited-Term Government Fund
|
The Fund cannot deviate from any of its other investment policies that are described as fundamental policies in the Prospectus or this SAI.
|
Classes of Shares
|
Class __
Class __
Class __
Class __
Class __
Class __
|
Article I Name and Definitions
|
1
|
||
Section 1.1
|
Name
|
1
|
|
Section 1.2
|
Definitions
|
1
|
|
Article II Purpose of Trust
|
3
|
||
Article III Shares
|
3
|
||
Section 3.1
|
Division of Beneficial Interest
|
3
|
|
Section 3.2
|
Ownership of Shares
|
4
|
|
Section 3.3
|
Transfer of Shares
|
5
|
|
Section 3.4
|
Investments in the Trust
|
5
|
|
Section 3.5
|
Status of Shares and Limitation of Personal Liability
|
5
|
|
Section 3.6
|
Establishment of Series and Classes of Shares
|
5
|
|
Section 3.7
|
Constant Net Asset Value
|
8
|
|
Article IV The Board of Trustees
|
8
|
||
Section 4.1
|
Number, Election and Tenure
|
8
|
|
Section 4.2
|
Effect of Death, Resignation, etc. of a Trustee
|
9
|
|
Section 4.3
|
Powers
|
9
|
|
Section 4.4
|
Payment of Expenses by the Trust
|
13
|
|
Section 4.5
|
Payment of Expenses by Shareholders
|
13
|
|
Section 4.6
|
Small Accounts
|
14
|
|
Section 4.7
|
Ownership of Assets of the Trust
|
14
|
|
Section 4.8
|
Service Contracts.
|
14
|
|
Section 4.9
|
Trustees and Officers as Shareholders
|
15
|
|
Section 4.10
|
Determinations by Trustees
|
16
|
|
Section 4.11
|
Delegation by Trustees
|
16
|
|
Article V Shareholders’ Voting Powers and Meetings
|
16
|
||
Article VI Net Asset Value, Distributions and Redemptions
|
17
|
||
Section 6.1
|
Determination of Net Asset Value, Net Income, and Distributions
|
17
|
|
Section 6.2
|
Redemptions and Repurchases.
|
17
|
|
Article VII Compensation and Limitation of Liability of Trustees
|
19
|
||
Section 7.1
|
Compensation
|
19
|
|
Section 7.2
|
Limitation of Liability
|
19
|
|
Section 7.3
|
Trustee’s Good Faith Action, Expert Advice, No Bond or Surety
|
19
|
|
Section 7.4
|
Insurance
|
20
|
|
Section 7.5
|
Indemnification.
|
20
|
|
Section 7.6
|
Further Indemnification
|
22
|
|
Section 7.7
|
Indemnification Of Shareholders
|
22
|
|
Article VIII Miscellaneous
|
22
|
||
Section 8.1
|
Liability of Third Persons Dealing with Trustees
|
22
|
|
Section 8.2
|
Termination of the Trust or Any Series or Class.
|
23
|
|
Section 8.3
|
Reorganization and Master/Feeder.
|
23
|
|
Section 8.4
|
Amendments
|
25
|
|
Section 8.5
|
Filing of Copies, References, Headings, Rules of Construction
|
25
|
|
Section 8.6
|
Applicable Law.
|
26
|
|
Section 8.7
|
Provisions in Conflict with Law or Regulations.
|
26
|
|
Section 8.8
|
Statutory Trust Only
|
27
|
|
Section 8.9
|
Derivative Actions
|
27
|
|
Section 8.10
|
Inspection of Records and Reports
|
27
|
|
Section 8.11
|
Jurisdiction and Waiver of Jury Trial
|
28
|
(i)
|
|
Elect as Trustees of the DE Trust the following individuals: [list Board members];
|
|
(ii)
|
|
Approve an Investment Advisory Agreement between OppenheimerFunds, Inc. (the “Investment Adviser”) and the DE Trust, which is substantially the same, with any such changes as approved by shareholders of the Fund, as the then-current Investment Advisory Agreement between the Investment Adviser and the Fund;
|
|
(iii)
|
|
Approve, if applicable, a Subadvisory Agreement between the Investment Adviser and a Sub-Adviser, substantially in the form approved by shareholders of the Fund; and
|
|
(iv)
|
|
Approve Plans of Distribution pursuant to Rule 12b-1 under the 1940 Act for applicable share classes and series of the DE Trust that are substantially the same as the Plans of Distribution of the Fund and its series.
|
|
(i)
|
|
Approval of the Investment Advisory Agreement described in paragraph (f)(ii) of this Section 3 between the Investment Adviser and the DE Trust;
|
|
(i)
|
|
Approval of any Subadvisory Agreement described in paragraph (f)(iii) of this Section 3 between the Investment Adviser and a Subadvisor;
|
|
(iii)
|
|
Approval of the assignment to the DE Trust of the custody agreement(s), as amended to date, between [Custodian] and the Fund;
|
|
(iv)
|
|
Selection of [Auditor] as the DE Trust’s independent registered public accounting firm for the current fiscal year;
|
|
(v)
|
|
Approval of a principal underwriting agreement between the DE Trust and OppenheimerFunds Distributor, Inc. in substantially the same form as the Fund’s then current agreement;
|
|
(vi)
|
|
Approval of plans of distribution by the DE Trust pursuant to Rule 12b-1 under the 1940 Act for each relevant class of shares in substantially the same form as the then current plans for shares of the Fund;
|
|
(vii)
|
|
Approval of the multiple class plan pursuant to Rule 18f-3 in substantially the same form as the Fund’s then current plan;
|
|
(viii)
|
|
[Authorization of the issuance by the DE Trust of one share of each series of the DE Trust to the Fund in consideration for the payment of $1.00 for each such share for the purpose of enabling the Fund to vote on the matters referred to in paragraph (f) of this Section 3, and the subsequent redemption of such shares, all prior to the Effective Date of the Reorganization;]
|
|
(ix)
|
|
Submission of the matters referred to in paragraph (f) of this Section 3 to the Fund as sole shareholder of each series of the DE Trust; and
|
Name of Fund
|
|||
(a state and form of organization)
|
|||
By:
|
|||
Name
|
|||
Title
|
|||
By:
|
|||
Name
|
|||
Title
|
Name of Fund
|
|||
(a state and form of organization)
|
|||
By:
|
|||
Name
|
|||
Title
|
|||
By:
|
|||
Name
|
|||
Title
|
Fund Name
|
Fund Abbreviation
|
Shares Outstanding
as of _____, 20__
(All Classes)
|
Oppenheimer Capital Income Fund
|
Capital Income Fund
|
|
Oppenheimer Cash Reserves Fund
|
Cash Reserves
|
|
Oppenheimer Champion Income Fund
|
Champion Income Fund
|
|
Oppenheimer Commodity Strategy Total Return Fund
|
Commodity Strategy Total Return Fund
|
|
Oppenheimer Corporate Bond Fund
|
Corporate Bond Fund
|
|
Oppenheimer Core Bond Fund
|
Core Bond Fund
|
|
Oppenheimer Currency Opportunities Fund
|
Currency Opportunities Fund
|
|
Oppenheimer Emerging Markets Debt Fund
|
Emerging Markets Debt Fund
|
|
Oppenheimer Equity Fund, Inc.
|
Equity Fund, Inc.
|
|
Oppenheimer Global Strategic Income Fund
|
Global Strategic Income Fund
|
|
Oppenheimer International Bond Fund
|
International Bond Fund
|
|
Oppenheimer Limited-Term Government Fund
|
Limited-Term Government Fund
|
|
Oppenheimer Main Street Fund
|
Main Street Fund
|
|
Oppenheimer Main Street Select Fund
|
Main Street Select Fund
|
|
Oppenheimer Main Street Small- & Mid-Cap Fund
|
Main Street Small- & Mid-Cap Fund
|
|
Oppenheimer Master Event-Linked Bond Fund, LLC
|
Master Event-Linked Bond Fund
|
|
Oppenheimer Master Inflation Protected Securities Fund, LLC
|
Master Inflation Protected Securities Fund
|
|
Oppenheimer Master Loan Fund, LLC
|
Master Loan Fund
|
|
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
|
Portfolio Series Fixed Income Active Allocation Fund
|
|
Oppenheimer Senior Floating Rate Fund
|
Senior Floating Rate Fund
|
|
Oppenheimer Short Duration Fund
|
Short Duration Fund
|
FUND
|
Quorum for Proposal 1 (Election of Trustees)
|
Vote for Proposal 1 (Election of Trustees)
|
Quorum for Proposal 2 and 3
|
Vote for Proposal 3
(Re-incorporation in Delaware)
|
Capital Income Fund
|
50% of the shares of Stock of the Trust issued and outstanding and entitled to vote
|
Plurality of shares voted
|
Majority of the shares outstanding and entitled to vote
|
Majority of the shares voted.
|
Cash Reserves
|
50% of the shares of the Trust issued and outstanding and entitled to vote.
|
Plurality of shares voted
|
Majority of the shares outstanding and entitled to vote
|
Majority of shares voted
|
Champion Income Fund
|
50% of the shares of the Fund issued and outstanding and entitled to vote.
|
Plurality of shares voted
|
Majority of the shares outstanding and entitled to vote
|
Majority of shares voted
|
Commodity Strategy Total Return Fund
|
One-third of the shares entitled to vote
|
Plurality of the shares voted
|
Majority of the shares outstanding and entitled to vote
|
Majority of the shares voted
|
Core Bond Fund
|
Majority of shares which may be voted.
|
Plurality of votes cast
|
Majority of shares outstanding and entitled to vote.
|
Majority of votes cast
|
Corporate Bond Fund
|
One-third of the shares entitled to vote
|
Plurality of votes cast
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast
|
Currency Opportunities Fund
|
One-third of the shares entitled to vote
|
Plurality of votes cast
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast
|
Emerging Markets Debt Fund
|
One-third of the shares entitled to vote
|
Plurality of votes cast
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast
|
Equity Fund, Inc.
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast
|
Global Strategic Income Fund
|
50% of the shares of the Fund issued and outstanding
|
Plurality of shares voted
|
Majority of shares outstanding and entitled to vote
|
Majority of shares voted
|
International Bond Fund
|
One-third of the shares entitled to vote
|
Plurality of votes cast
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast
|
Limited-Term Government Fund
|
One-third of shares entitled to vote
|
Plurality of shares voted.
|
Majority of the shares outstanding and entitled to vote
|
Majority of the shares voted
|
Main Street Funds, Inc.
|
Majority of the shares outstanding and entitled to vote
|
Plurality of votes cast
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast
|
Main Street Select
|
One-third of shares entitled to vote
|
Plurality of votes cast
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast
|
Main Street Small- & Mid-Cap Fund
|
One third of shares entitled to vote
|
Plurality of votes cast
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast
|
Master Event-Linked Bond Fund, LLC
|
50% of the Units of the Company issued and outstanding and entitled to vote
|
Plurality of votes cast
|
n/a
|
n/a
|
Master Inflation Protected Securities Fund, LLC
|
50% of the Units of the Company issued and outstanding and entitled to vote
|
Plurality of votes cast
|
n/a
|
n/a
|
Master Loan Fund, LLC
|
50% of the Units of the Company issued and outstanding and entitled to vote
|
Plurality of votes cast
|
n/a
|
n/a
|
Portfolio Series Fixed Income Active Allocation Fund
|
One-third of the shares entitled to vote
|
Plurality of votes cast
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast
|
Senior Floating Rate Fund
|
Majority of the shares outstanding and entitled to vote
|
Plurality of votes cast
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast
|
Short Duration Fund
|
One-third of the shares entitled to vote
|
Plurality of votes cast
|
Majority of the shares outstanding and entitled to vote
|
Majority of votes cast
|
Fund
|
Fiscal Year End
|
Number of Board Meetings During Last Fiscal Year
|
Number of Audit Committee Meetings During Last Fiscal Year
|
Number of Review Committee Meetings During Last Fiscal year
|
Number of Governance Committee Meetings During Last Fiscal Year
|
Capital Income Fund
|
|||||
Cash Reserves
|
|||||
Champion Income Fund
|
|||||
Commodity Strategy Total Return Fund
|
|||||
Corporate Bond Fund
|
|||||
Core Bond Fund
|
|||||
Currency Opportunities Fund
|
|||||
Emerging Markets Debt Fund
|
|||||
Equity Fund, Inc.
|
|||||
Global Strategic Income Fund
|
|||||
International Bond Fund
|
|||||
Limited-Term Government Fund
|
|||||
Main Street Fund
|
|||||
Main Street Select
|
|||||
Main Street Small- & Mid-Cap Fund
|
|||||
Master Event-Linked Bond Fund
|
|||||
Master Inflation Protected Securities Fund
|
|||||
Master Loan Fund
|
|||||
Portfolio Series Fixed Income Active Allocation Fund
|
|||||
Senior Floating Rate Fund
|
|||||
Short Duration Fund
|
|||||
Capital Income Fund
|
Signature Date
|
||
Signature (if held jointly) Date
|
||
Title if a corporation, partnership or other entity
|
1. Internet:
|
Log on to www.proxyonline.com. Make sure to have this proxy card available when you plan to vote your shares. You will need the control number found in the box at the right at the time you execute your vote.
|
Control Number:
|
|
2. Touchtone
Phone:
|
Simply dial toll-free 1-866-###-#### and follow the automated instructions. Please have this proxy card available at the time of the call.
|
||
3. Mail:
|
Simply sign, date, and complete the reverse side of this proxy card and return it in the postage paid envelope provided.
|
The Board of the Fund unanimously recommends a vote for ALL NOMINEES.
|
|||||
1. Proposal: To elect Board Member Nominees
|
|||||
NOMINEES:
|
FOR ALL (NOMINEES)
|
WITHHOLD FROM ALL (NOMINEES)
|
|||
(01) William L. Armstrong
|
(05) Richard F. Grabish
|
(09) Victoria J. Herget
|
|||
(02) Edward L. Cameron
|
(06) Beverly L. Hamilton
|
(10) Karen L. Stuckey
|
|||
(03) Jon S. Fossel
|
(07) Robert J. Malone
|
(11) James D. Vaughn
|
|||
(04) Sam Freedman
|
(08) F. William Marshall, Jr.
|
(12) William F. Glavin Jr.
|
|||
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above.
|