REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | ☒ |
PreEffective Amendment No. | □ |
PostEffective Amendment No. 73 | ☒ |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | ☒ |
Amendment No. 74 | ☒ |
Class A | Class B | Class C | Class R | Class Y | Class I | ||
Maximum Sales Charge (Load) imposed on purchases (as % of offering price) | 4.75% | None | None | None | None | None | |
Maximum Deferred Sales Charge (Load) (as % of the lower of original offering price or redemption proceeds) | None | 5% | 1% | None | None | None |
Class A | Class B | Class C | Class R | Class Y | Class I | ||
Management Fees | 0.35% | 0.35% | 0.35% | 0.35% | 0.35% | 0.35% | |
Distribution and/or Service (12b-1) Fees | 0.25% | 1.00% | 1.00% | 0.50% | None | None | |
Other Expenses | 0.21% | 0.24% | 0.21% | 0.20% | 0.20% | 0.06% | |
Total Annual Fund Operating Expenses | 0.81% | 1.59% | 1.56% | 1.05% | 0.55% | 0.41% | |
Fee Waiver and/or Expense Reimbursement2 | (0.06)% | 0.00% | 0.00% | 0.00% | (0.10)% | (0.01)% | |
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.75% | 1.59% | 1.56% | 1.05% | 0.45% | 0.40% |
1. | Expenses have been restated to reflect current fees. |
2. | After discussions with the Fund’s Board, the Manager has contractually agreed to waive fees and/or reimburse the Fund for certain expenses in order to limit “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” to annual rates of 0.75% for Class A shares, 0.45% for Class Y shares, and 0.40% for Class I shares, as calculated on the daily net assets of the Fund. In addition, the Manager has contractually agreed to waive fees and/or reimburse the Fund for certain expenses in order to limit “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” (excluding any applicable interest and fees from borrowing, interest and related expenses from inverse floaters, dividend expenses, taxes, any subsidiary expenses, Acquired Fund Fees and Expenses, brokerage commissions, other unusual and infrequent expenses and certain other Fund expenses) to annual rates of 1.65% for Class B and Class C shares, and 1.15% for Class R shares, as calculated on the daily net assets of the Fund. Each of these fee waivers and/or expense reimbursements may not be amended or withdrawn for one year from the date of this prospectus, unless approved by the Board. |
If shares are redeemed | If shares are not redeemed | ||||||||
1 Year | 3 Years | 5 Years | 10 Years | 1 Year | 3 Years | 5 Years | 10 Years | ||
Class A | $548 | $717 | $899 | $1,428 | $548 | $717 | $899 | $1,428 | |
Class B | $663 | $806 | $1,072 | $1,497 | $163 | $506 | $872 | $1,497 | |
Class C | $260 | $496 | $856 | $1,871 | $160 | $496 | $856 | $1,871 | |
Class R | $108 | $336 | $582 | $1,289 | $108 | $336 | $582 | $1,289 | |
Class Y | $46 | $167 | $298 | $681 | $46 | $167 | $298 | $681 | |
Class I | $41 | $131 | $229 | $518 | $41 | $131 | $229 | $518 |
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■ | Domestic and foreign corporate debt obligations; |
■ | Domestic and foreign government debt obligations, including U.S. government securities; |
■ | Mortgage-related securities; |
■ | Asset-backed securities; and |
■ | Other debt obligations. |
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1 Year | 5 Years | 10 Years (or life of class if less) | ||
Class A Shares (inception 04/15/88) | ||||
Return Before Taxes | (0.67)% | 1.76% | (0.17)% | |
Return After Taxes on Distributions | (1.84)% | 0.39% | (1.78)% | |
Return After Taxes on Distributions and Sale of Fund Shares | (0.39)% | 0.70% | (0.82)% | |
Class B Shares (inception 05/03/93) | (1.61)% | 1.58% | (0.12)% | |
Class C Shares (inception 07/11/95) | 2.43% | 1.95% | (0.44)% | |
Class R Shares (inception 03/01/01) | 3.95% | 2.46% | 0.05% | |
Class Y Shares (inception 04/27/98) | 4.60% | 2.93% | 0.59% | |
Class I Shares (inception 04/27/12) | 4.81% | 3.13% | 3.91% | |
Bloomberg Barclays Credit Index | 6.18% | 3.24% | 5.42% | |
(reflects no deduction for fees, expenses, or taxes) | 3.89%* | |||
Bloomberg Barclays U.S. Aggregate Bond Index | 3.54% | 2.10% | 4.01% | |
(reflects no deduction for fees, expenses, or taxes) | 2.35%* | |||
Citigroup Broad Investment Grade Bond Index | 3.60% | 2.09% | 4.07% | |
(reflects no deduction for fees, expenses, or taxes) | 2.54%* |
* | From 04/27/2012 |
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■ | Interest Rate Risk. Interest rate risk is the risk that rising interest rates, or an expectation of rising interest rates in the near future, will cause the values of the Fund’s investments in debt securities to decline. The values of debt securities usually change when prevailing interest rates change. When interest rates rise, the values of outstanding debt securities generally fall, and those securities may sell at a discount from their face amount. Additionally, when interest rates rise, the decrease in values of outstanding debt securities may not be offset by higher income from new investments. When interest rates fall, the values of already-issued debt securities generally rise and the Fund’s investments in new securities may be at lower yields and may reduce the Fund’s income. The values of longer-term debt securities usually change more than the values of shorter-term debt securities when interest rates change; thus, interest rate risk is usually greater for securities with longer maturities or durations. “Zero-coupon” or “stripped” securities may be particularly sensitive to interest rate changes. Risks associated with rising interest rates are heightened given that interest rates in the U.S. are near historic lows. Interest rate changes may have different effects on the values of mortgage-related securities because of prepayment and extension risks. |
■ | Duration Risk. Duration is a measure of the price sensitivity of a debt security or portfolio to interest rate changes. Duration risk is the risk that longer-duration debt securities are more volatile and thus more likely to decline in price, and to a greater extent, than shorter-duration debt securities, in a rising interest-rate environment. “Effective duration” attempts to measure the expected percentage change in the value of a bond or portfolio resulting from a change in prevailing interest rates. The change in the value of a bond or portfolio can be approximated by multiplying its duration by a change in interest rates. For example, if a bond has an effective duration of three years, a 1% increase in general interest rates would be expected to cause the bond’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the bond’s value to increase 3%. The duration of a debt security may be equal to or shorter than the full maturity of a debt security. |
■ | Credit Risk. Credit risk is the risk that the issuer of a security might not make interest and principal payments on the security as they become due. U.S. government securities generally have lower credit risks than securities issued by private issuers or certain foreign governments. If an issuer fails to pay interest, the Fund’s income might be reduced, and if an issuer fails to repay principal, the value of the security might fall and the Fund could lose the amount of its investment in the security. The extent of this risk varies based on the terms of the particular security and the financial condition of the issuer. A downgrade in an issuer’s credit rating or other adverse news about an issuer, for any reason, can reduce the market value of that issuer’s securities. |
■ | Credit Spread Risk. Credit spread risk is the risk that credit spreads (i.e., the difference in yield between securities that is due to differences in their credit quality) may increase when the market expects lower-grade bonds to default more frequently. Widening credit spreads may quickly reduce the market values of the Fund’s lower-rated and unrated securities. Some unrated securities may not have an active trading market or may trade less actively than rated securities, which means that the Fund might have difficulty selling them promptly at an acceptable price. |
■ | Extension Risk. Extension risk is the risk that, if interest rates rise rapidly, prepayments on certain debt securities may occur at a slower rate than expected, and the expected maturity of those securities could lengthen as a result. Securities that are subject to extension risk generally have a greater potential for loss when prevailing interest rates rise, which could cause their values to fall sharply. Extension risk is particularly prevalent for a callable security where an increase in interest rates could result in the issuer of that security choosing not to redeem the security as anticipated on the security’s call date. Such a decision by the issuer could have the effect of lengthening the debt security’s expected maturity, making it more vulnerable to interest rate risk and reducing its market value. |
■ | Reinvestment Risk. Reinvestment risk is the risk that when interest rates fall, the Fund may be required to reinvest the proceeds from a security’s sale or redemption at a lower interest rate. Callable bonds are generally subject to greater reinvestment risk than non-callable bonds. |
■ | Prepayment Risk. Certain fixed-income securities (in particular mortgage-related securities) are subject to the risk of unanticipated prepayment. Prepayment risk is the risk that, when interest rates fall, the issuer will redeem the security |
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prior to the security’s expected maturity, or that borrowers will repay the loans that underlie these fixed-income securities more quickly than expected, thereby causing the issuer of the security to repay the principal prior to expected maturity. The Fund may need to reinvest the proceeds at a lower interest rate, reducing its income. Securities subject to prepayment risk generally offer less potential for gains when prevailing interest rates fall. If the Fund buys those securities at a premium, accelerated prepayments on those securities could cause the Fund to lose a portion of its principal investment. The impact of prepayments on the price of a security may be difficult to predict and may increase the security’s price volatility. Interest-only and principal-only securities are especially sensitive to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about those investments. |
■ | Event Risk. If an issuer of debt securities is the subject of a buyout, debt restructuring, merger or recapitalization that increases its debt load, it could interfere with its ability to make timely payments of interest and principal and cause the value of its debt securities to fall. |
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■ | Prices of below-investment-grade securities may be subject to extreme price fluctuations, even under normal market conditions. Adverse changes in an issuer’s industry and general economic conditions may have a greater impact on the prices of below-investment-grade securities than on the prices of investment-grade securities. |
■ | Below-investment-grade securities may be issued by less creditworthy issuers and may be more likely to default than investment-grade securities. Issuers of below-investment-grade securities may have more outstanding debt relative to their assets than issuers of investment-grade securities. Issuers of below-investment-grade securities may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments, or the unavailability of additional financing. |
■ | In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of the holders of below-investment-grade securities. |
■ | Below-investment-grade securities may be less liquid than investment-grade securities, even under normal market conditions. There are fewer dealers in the below-investment-grade securities market and there may be significant differences in the prices quoted by the dealers. Because they are less liquid, judgment may play a greater role in valuing certain of the Fund’s securities than is the case with securities trading in a more liquid market. |
■ | Below-investment-grade securities typically contain redemption provisions that permit the issuer of the securities containing such provisions to redeem the securities at its discretion. If the issuer redeems below-investment-grade securities, the Fund may have to invest the proceeds in securities with lower yields and may lose income. |
■ | Below-investment-grade securities markets may be more susceptible to real or perceived adverse credit, economic, or market conditions than investment-grade securities. |
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■ | pass-through certificates issued or guaranteed by Government National Mortgage Association (“Ginnie Mae”), Federal National Mortgage Association (“Fannie Mae”), or Federal Home Loan Mortgage Corporation (“Freddie Mac”); |
■ | unsecuritized mortgage loans insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs; |
■ | unsecuritized conventional mortgages; |
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■ | other mortgage-related securities; or |
■ | any combination of these. |
■ | Foreign Market Risk. If there are fewer investors in a particular foreign market, securities traded in that market may be less liquid and more volatile than U.S. securities and more difficult to price. Foreign markets may also be subject to delays in the settlement of transactions and difficulties in pricing securities. If the Fund is delayed in settling a purchase or sale transaction, it may not receive any return on the invested assets or it may lose money if the value of the security declines. It may also be more expensive for the Fund to buy or sell securities in certain foreign markets than in the United States, which may increase the Fund’s expense ratio. |
■ | Foreign Economy Risk. Foreign economies may be more vulnerable to political or economic changes than the U.S. economy. They may be more concentrated in particular industries or may rely on particular resources or trading partners to a greater extent. Certain foreign economies may be adversely affected by shortages of investment capital or by high rates of inflation. Changes in economic or monetary policy in the U.S. or abroad may also have a greater impact on the economies of certain foreign countries. |
■ | Foreign Governmental and Regulatory Risks. Foreign companies may not be subject to the same accounting and disclosure requirements as U.S. companies. As a result there may be less accurate information available regarding a foreign company’s operations and financial condition. Foreign companies may be subject to capital controls, nationalization, or confiscatory taxes. There may be less government regulation of foreign issuers, exchanges and brokers than in the United States. Some countries also have restrictions that limit foreign ownership and may impose penalties for increases in the value of the Fund’s investment. The value of the Fund’s foreign investments may be affected if it experiences difficulties in enforcing legal judgments in foreign courts. |
■ | Foreign Currency Risk. A change in the value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of securities denominated in that foreign currency. If the U.S. dollar rises in value against a foreign currency, a security denominated in that currency will be worth less in U.S. dollars and if the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency will be worth more in U.S. dollars. The dollar value of foreign investments may also be affected by exchange controls. Foreign currency exchange transactions may impose additional costs on the Fund. The Fund can also invest in derivative instruments linked to foreign currencies. The change in value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of derivatives linked to that foreign currency. The investment adviser’s selection of foreign currency denominated investments may not perform as expected. Currency derivative investments may be particularly volatile and subject to greater risks than other types of foreign-currency denominated investments. |
■ | Foreign Custody Risk. There may be very limited regulatory oversight of certain foreign banks or securities depositories that hold foreign securities and foreign currency and the laws of certain countries may limit the ability to recover such assets if a foreign bank or depository or their agents goes bankrupt. There may also be an increased risk of loss of portfolio securities. |
■ | Time Zone Arbitrage. If the Fund invests a significant amount of its assets in foreign securities, it may be exposed to “time-zone arbitrage” attempts by investors seeking to take advantage of differences in the values of foreign securities that might result from events that occur after the close of the foreign securities market on which a security is traded and before the close of the New York Stock Exchange that day, when the Fund’s net asset value is calculated. If such time |
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zone arbitrage were successful, it might dilute the interests of other shareholders. However, the Fund’s use of “fair value pricing” under certain circumstances, to adjust the closing market prices of foreign securities to reflect what the investment adviser and the Board believe to be their fair value, may help deter those activities. |
■ | Globalization Risks. The growing inter-relationship of global economies and financial markets has increased the effect of conditions in one country or region on issuers of securities in a different country or region. In particular, the adoption or prolongation of protectionist trade policies by one or more countries, changes in economic or monetary policy in the United States or abroad, or a slowdown in the U.S. economy, could lead to a decrease in demand for products and reduced flows of capital and income to companies in other countries. |
■ | Regional Focus. At times, the Fund might increase the relative emphasis of its investments in a particular region of the world. Securities of issuers in a region might be affected by changes in economic conditions or by changes in government regulations, availability of basic resources or supplies, or other events that affect that region more than others. If the Fund has a greater emphasis on investments in a particular region, it may be subject to greater risks from adverse events that occur in that region than a fund that invests in a different region or that is more geographically diversified. Political, social or economic disruptions in the region may adversely affect the values of the Fund’s holdings. |
■ | Less Developed Securities Markets. Developing or emerging market countries may have less well-developed securities markets and exchanges. Consequently they have lower trading volume than the securities markets of more developed countries and may be substantially less liquid than those of more developed countries. |
■ | Transaction Settlement. Settlement procedures in developing or emerging markets may differ from those of more established securities markets, and settlement delays may result in the inability to invest assets or to dispose of portfolio securities in a timely manner. As a result there could be subsequent declines in the value of the portfolio security, a decrease in the level of liquidity of the portfolio or, if there is a contract to sell the security, a possible liability to the purchaser. |
■ | Price Volatility. Securities prices in developing or emerging markets may be significantly more volatile than is the case in more developed nations of the world, which may lead to greater difficulties in pricing securities. |
■ | Less Developed Governments and Economies. The governments of developing or emerging market countries may be more unstable than the governments of more developed countries. In addition, the economies of developing or emerging market countries may be more dependent on relatively few industries or investors that may be highly vulnerable to local and global changes. Developing or emerging market countries may be subject to social, political, or economic instability. Further, the value of the currency of a developing or emerging market country may fluctuate more than the currencies of countries with more mature markets. |
■ | Government Restrictions. In certain developing or emerging market countries, government approval may be required for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. Other government restrictions may include confiscatory taxation, expropriation or nationalization of company assets, restrictions on foreign ownership of local companies, protectionist measures, and practices such as share blocking. |
■ | Privatization Programs. The governments in some developing or emerging market countries have been engaged in programs to sell all or part of their interests in government-owned or controlled enterprises. However, in certain developing or emerging market countries, the ability of foreign entities to participate in privatization programs may be limited by local law. There can be no assurance that privatization programs will be successful. |
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■ | the prime rate offered by one or more major U.S. banks (referred to as the “Prime Rate”), or |
■ | the London Inter-Bank Offered Rate (“LIBOR”). |
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■ | Common stock represents an ownership interest in a company. It ranks below preferred stock and debt securities in claims for dividends and in claims for assets of the issuer in a liquidation or bankruptcy. |
■ | Preferred stock has a set dividend rate and ranks ahead of common stocks and behind debt securities in claims for dividends and for assets of the issuer in a liquidation or bankruptcy. The dividends on preferred stock may be cumulative (they remain a liability of the company until paid) or non-cumulative. The fixed dividend rate of preferred stocks may cause their prices to behave more like those of debt securities. If prevailing interest rates rise, the fixed dividend on preferred stock may be less attractive, which may cause the price of preferred stock to decline. |
■ | Warrants are options to purchase equity securities at specific prices that are valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities, and can be more volatile than the price of the underlying securities. If the market price of the underlying security does not exceed the exercise price during the life of the warrant, the warrant will expire worthless and any amount paid for the warrant will be lost. The market for warrants may be very limited and it may be difficult to sell a warrant promptly at an acceptable price. Rights are similar to warrants, but normally have a short duration and are distributed directly by the issuer to its shareholders. Rights and warrants have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer. |
■ | Convertible securities can be converted into or exchanged for a set amount of common stock of an issuer within a particular period of time at a specified price or according to a price formula. Convertible debt securities pay interest and convertible preferred stocks pay dividends until they mature or are converted, exchanged or redeemed. Some convertible debt securities may be considered “equity equivalents” because of the feature that makes them convertible into common stock. The conversion feature of convertible securities generally causes the market value of convertible securities to increase when the value of the underlying common stock increases, and to fall when the stock price falls. The market value of a convertible security reflects both its “investment value,” which is its expected income potential, and its “conversion value,” which is its anticipated market value if it were converted. If its conversion value exceeds its investment value, the security will generally behave more like an equity security, in which case its price will tend to fluctuate with the price of the underlying common stock or other security. If its investment value exceeds its conversion value, the security will generally behave more like a debt security, in which case the security’s price will likely increase when interest rates fall and decrease when interest rates rise. Convertible securities may offer the Fund the ability to participate in stock market movements while also seeking some current income. Convertible securities may provide more income than common stock but they generally provide less income than comparable non-convertible debt securities. Most convertible securities will vary, to some extent, with changes in the price of the underlying common stock and are therefore subject to the risks of that stock. In addition, convertible securities may be subject to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on changes in the issuer’s credit rating or the market’s perception of the issuer’s creditworthiness. However, credit ratings of convertible securities generally have less impact on the value of the securities than they do for non-convertible debt securities. Some convertible preferred stocks have a mandatory conversion feature or a call feature that allows the issuer to redeem the stock on or prior to a mandatory conversion date. Those features could diminish the potential for capital appreciation on the investment. |
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■ | Traditional and Roth IRA accounts as well as Asset Builder Plan, Automatic Exchange Plan and government allotment plan accounts may be opened with a minimum initial investment of $500. |
■ | For wrap fee-based programs, salary reduction plans and other retirement plans and accounts, there is no minimum initial investment. |
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■ | Investing for the Shorter Term. While the Fund is meant to be a long-term investment, if you have a relatively short-term investment horizon, you should consider investing in Class C shares in most cases. That is because the effect of the initial sales charge on most Class A shares may be greater than the effect of the ongoing asset-based sales charge on Class C shares over the short-term. The Class C contingent deferred sales charge does not apply to redemptions of shares held for more than one year. |
■ | Investing for the Longer Term. If you have a longer-term investment horizon, Class A shares may be more appropriate in most cases. That is because the effect of the ongoing asset-based sales charge on Class C shares might be greater than the effect of the initial sales charge on Class A shares, regardless of the amount of your investment. |
■ | Amount of Your Investment. Your choice will also depend on how much you plan to invest. As your investment horizon increases and/or your eligibility for a reduced front-end sales charge applies, Class C shares might not be as advantageous as Class A shares with a sales charge. That is because the effect of the ongoing asset-based sales charge on Class C shares may be greater than the effect of the reduced front-end sales charge on Class A share purchases. For an investor who is eligible to purchase Class I shares, that share class will be the most advantageous. For other investors who invest $1 million or more or in other arrangements that qualify for a sales charge waiver, Class A shares will be more advantageous than Class C shares in most cases, no matter how long you intend to hold your shares. |
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Amount of Purchase | Front-End Sales Charge As a Percentage of Offering Price | Front-End Sales Charge As a Percentage of Net Amount Invested | Concession As a Percentage of Offering Price | |
Less than $50,000 | 4.75% | 4.98% | 4.00% | |
$50,000 or more but less than $100,000 | 4.50% | 4.71% | 3.75% | |
$100,000 or more but less than $250,000 | 3.50% | 3.63% | 2.75% | |
$250,000 or more but less than $500,000 | 2.50% | 2.56% | 2.00% | |
$500,000 or more but less than $1 million | 2.00% | 2.04% | 1.60% |
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■ | Right of Accumulation. To qualify for the reduced Class A sales charge that would apply to a larger purchase than you are currently making, you can add the value of qualified shares that you and your spouse currently own, and other qualified share purchases that you are currently making, to the value of your Class A share purchase of the Fund. The value of the qualified shares you currently own is based on the greater of their current offering price or the amount you paid for the shares. For purposes of calculating that value, only the value of shares owned as of December 31, 2007 and any shares purchased subsequently will be taken into consideration. The value of any shares that you have redeemed will not be counted. In totaling your holdings, you may count shares held in: |
■ | your individual accounts (including IRAs, 403(b) plans and eligible college savings programs), |
■ | your joint accounts with your spouse, |
■ | accounts you or your spouse hold as trustees or custodians on behalf of children who are minors. |
■ | Letter of Intent. You may also qualify for reduced Class A sales charges by submitting a Letter of Intent to the Fund. A Letter of Intent is a written statement of your intention to purchase a specified value of qualified shares over a 13-month period. The total amount of your intended purchases in the same types of accounts identified above under “Right of Accumulation” will determine the reduced sales charge rate that will apply to your Class A share purchases during that period. You must notify your financial intermediary of any qualifying college savings program purchases or purchases through other financial intermediaries. |
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Years Since Purchase Order was Accepted | Contingent Deferred Sales Charge on Redemptions in That Year (As % of Amount Subject to Charge) | |
0-1 | 5.0% | |
1-2 | 4.0% | |
2-3 | 3.0% | |
3-4 | 3.0% | |
4-5 | 2.0% | |
5-6 | 1.0% | |
More than 6 | None |
■ | Wrap fee-based programs and fee-based clients of a broker, dealer, registered investment advisor or other financial intermediary; |
■ | Commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a transaction-based commission outside of the Fund; |
■ | “Institutional investors” which may include corporations; trust companies; endowments and foundations; defined contribution, defined benefit, and other employer sponsored retirement and deferred compensation plans; retirement plan platforms; insurance companies; registered investment advisor firms; registered investment companies; bank trusts; college savings programs; and family offices; and |
■ | Eligible employees, which are present or former officers, directors, trustees and employees (and their eligible family members) of the Fund, the Manager and its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals. |
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■ | be an “institutional investor” which may include corporations; trust companies; endowments and foundations; defined contribution, defined benefit, and other employer sponsored retirement plans and deferred compensation plans; service provider platforms; insurance companies; registered investment advisor firms; registered investment companies; bank trusts; college savings programs; and family offices; |
■ | make a minimum initial investment of $1 million or more per account (waived for service provider platforms); and |
■ | trade through an omnibus, trust, trust networked or similar pooled account. |
■ | any increase in net asset value over the initial purchase price, |
■ | shares purchased by the reinvestment of dividends or capital gains distributions, or |
■ | shares eligible for a sales charge waiver (see “Sales Charge Waivers” below). |
■ | shares acquired by the reinvestment of dividends or capital gains distributions, |
■ | other shares that are not subject to the contingent deferred sales charge, and |
■ | shares held the longest during the holding period. |
■ | Dividend Reinvestment. Dividends or capital gains distributions may be reinvested in shares of the Fund, or any of the other Oppenheimer funds into which shares of the Fund may be exchanged, without a sales charge. |
■ | Exchanges of Shares. There is no sales charge on exchanges of shares except for Class A shares of Oppenheimer Government Money Market Fund or Oppenheimer Government Cash Reserves on which you have not paid a sales charge. |
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■ | Reinvestment Privilege. There is no sales charge on reinvesting the proceeds from redemptions of Class A shares or Class B shares that occurred within the previous three months if you paid an initial or contingent deferred sales charge on the redeemed shares. This reinvestment privilege does not apply to reinvestment purchases made through automatic investment options. |
■ | Shares issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to which the Fund is a party. |
■ | Purchases made with the reinvestment of loan repayments by a participant in a retirement plan if the participant previously paid a sales charge on those shares. |
■ | Purchases made in amounts of less than $5 for accounts held directly with the Transfer Agent. |
■ | Purchases by the Manager or its affiliates. |
■ | Purchases by present or former officers, directors, trustees and employees (and their “immediate families”) of the Fund, the Manager and its affiliates, and retirement plans established by the Manager or its affiliate for their employees. The term “immediate family” refers to one’s spouse, children, grandchildren, grandparents, parents, parents in law, brothers and sisters, sons and daughters in law, a sibling’s spouse, a spouse’s siblings, aunts, uncles, nieces and nephews; relatives by virtue of a remarriage (step-children, step-parents, etc.) are included. |
■ | Purchases by current employees and registered representatives (and their spouses) of any financial intermediaries if permitted by the intermediary’s policies. The purchaser must certify to the Distributor at the time of purchase that the purchase is for the purchaser’s own account (or for the benefit of such employee’s spouse or minor children). |
■ | Purchases made through an advisory fee or wrap fee-based platform. |
■ | Purchases by group omnibus retirement plans under section 401(a), 401(k), 403(b) and 457 of the Internal Revenue Code. |
■ | Purchases by taxable accounts held directly with the Transfer Agent that are established with the proceeds of Required Minimum Distributions from retirement plans and accounts. |
■ | Rollover purchases in an OppenheimerFunds-sponsored IRA held directly with the Transfer Agent made with the proceeds of a retirement plan distribution that was previously invested in an Oppenheimer fund. |
■ | Purchases by former shareholders of Atlas Strategic Income Fund for any Oppenheimer fund into which shareholders of Oppenheimer Global Strategic Income Fund may exchange if permitted by the intermediary’s policies. |
■ | Purchases by former shareholders of Oppenheimer Total Return Fund Periodic Investment Plan for any Oppenheimer fund into which shareholders of Oppenheimer Main Street Fund may exchange if permitted by the intermediary’s policies. |
■ | Purchases within retirement plans that were converted to Class A shares from Class B shares on July 1, 2011, if permitted by the intermediary’s policies. |
■ | Effective December 4, 2017, purchases made where there is no broker-dealer of record. |
■ | Involuntary redemptions of small accounts (please refer to “Minimum Account Balance,” in the applicable fund prospectus). |
■ | For distributions from retirement plans and accounts, deferred compensation plans or other employee benefit plans for any of the following reasons, as applicable: |
1. | Following the death or disability (as defined in the Internal Revenue Code) of the participant or beneficiary. The death or disability must occur after the participant’s account was established in an Oppenheimer fund. |
2. | To return excess contributions. |
3. | To return contributions made due to a mistake of fact. |
4. | To make hardship withdrawals, except from IRAs, as defined in the plan. |
5. | To make distributions required under a qualified domestic relations order described in Section 414(p) of the Internal Revenue Code or, in the case of an IRA, a divorce or separation agreement described in Section 71(b) of the Internal Revenue Code. |
6. | To meet the minimum distribution requirements of the Internal Revenue Code. |
7. | To make “substantially equal periodic payments” as described in Section 72(t) of the Internal Revenue Code. |
8. | For loans to participants or beneficiaries except for loans from OppenheimerFunds-sponsored 403(b)(7) custodial plans or from Oppenheimer Single K plans. |
9. | On account of the participant’s separation from service. This provision only applies to qualified retirement plans and 403(b)(7) custodial plans after separation from service in or after the year age 55 is attained. |
Oppenheimer Total Return Bond Fund | 29 |
10. | Participant-directed redemptions to purchase shares of a mutual fund (other than a fund managed by the Manager or a subsidiary of the Manager). |
11. | Distributions made on account of a plan termination or “in-service” distributions, if the redemption proceeds are rolled over directly to an OppenheimerFunds-sponsored IRA held directly with the Transfer Agent, if requested prior to plan termination or the elimination of the Oppenheimer funds as an investment option under the plan. |
12. | Distributions from a participant’s account under an Automatic Withdrawal Plan after the participant reaches age 59 1⁄2, as long as the aggregate value of the distributions does not exceed 12% of the account’s value annually. |
■ | Redemptions of shares under an Automatic Withdrawal Plan for an account (other than a retirement plan) if the aggregate value of the redeemed shares does not exceed 12% of the account’s value annually. |
■ | Involuntary redemptions of small accounts (please refer to “Minimum Account Balance,” in the applicable fund prospectus). |
■ | Redemptions from accounts other than retirement plans following the death or disability of the last surviving shareholder or sole beneficiary of a trust. The death or disability must have occurred after the account was established, and for disability you must provide evidence of a determination of disability by the Internal Revenue Code. |
■ | Redemptions of Class C shares of an Oppenheimer fund, requested in writing by a retirement plan sponsor and submitted more than 12 months after the retirement plan’s first purchase of Class C shares, if the redemption proceeds are invested to purchase Class R shares of one or more Oppenheimer funds. |
■ | Distributions from retirement plans and accounts, deferred compensation plans or other employee benefit plans for any of the following reasons, as applicable: |
1. | Following the death or disability (as defined in the Internal Revenue Code) of the participant or beneficiary. The death or disability must occur after the participant’s account was established in an Oppenheimer fund. |
2. | To return excess contributions. |
3. | To return contributions made due to a mistake of fact. |
4. | To make hardship withdrawals, except from IRAs, as defined in the plan. |
5. | To make distributions required under a qualified domestic relations order described in Section 414(p) of the Internal Revenue Code or, in the case of an IRA, a divorce or separation agreement described in Section 71(b) of the Internal Revenue Code. |
6. | To meet the minimum distribution requirements of the Internal Revenue Code. |
7. | To make “substantially equal periodic payments” as described in Section 72(t) of the Internal Revenue Code. |
8. | For loans to participants or beneficiaries except for loans from OppenheimerFunds-sponsored 403(b)(7) custodial plans or from OppenheimerFunds Single K plans. |
9. | On account of the participant’s separation from service. This provision only applies to qualified retirement plans and 403(b)(7) custodial plans after separation from service in or after the year age 55 is attained. |
10. | Participant-directed redemptions to purchase shares of a mutual fund (other than a fund managed by the Manager or a subsidiary of the Manager). |
11. | Distributions made on account of a plan termination or “in-service” distributions, if the redemption proceeds are rolled over directly to an OppenheimerFunds-sponsored IRA held directly with the Transfer Agent, if requested prior to plan termination or the elimination of the Oppenheimer funds as an investment option under the plan. |
12. | For distributions from a participant’s account under an Automatic Withdrawal Plan after the participant reaches age 59 1⁄2, as long as the aggregate value of the distributions does not exceed 10% of the account’s value annually. |
■ | Redemptions of Class B shares or Class C shares under an Automatic Withdrawal Plan from an account other than a retirement plan if the aggregate value of the redeemed shares does not exceed 10% of the account’s value annually. |
■ | Redemptions of shares sold to the Manager or its affiliates. |
■ | Redemptions of shares issued in plans of reorganization to which the Fund is a party. |
■ | Effective December 4, 2017, conversions to Class A share accounts requested by current investors who no longer have a broker-dealer of record for an existing Class C share account. |
30 | Oppenheimer Total Return Bond Fund |
Oppenheimer Total Return Bond Fund | 31 |
32 | Oppenheimer Total Return Bond Fund |
■ | Involuntary Redemptions. In some circumstances, involuntary redemptions may be made to repay any losses from the cancellation of share purchase orders. |
■ | By Check. The Fund will normally send redemption proceeds by check to the address on your account statement. |
■ | By AccountLink. If you have linked your Fund account to your bank account with AccountLink (described below), you may have redemption proceeds transferred directly into your account. Normally the transfer to your bank is initiated on the bank business day after the redemption. You will not receive dividends on the proceeds of redeemed shares while they are waiting to be transferred. |
■ | By Wire. You can arrange to have redemption proceeds sent by Federal Funds wire to an account at a bank that is a member of the Federal Reserve wire system. The redemption proceeds will normally be transmitted on the next bank business day after the shares are redeemed. You will not receive dividends on the proceeds of redeemed shares while they are waiting to be transmitted. |
Oppenheimer Total Return Bond Fund | 33 |
■ | during any period in which the NYSE is closed other than customary weekend and holiday closings or during any period in which trading on the NYSE is deemed to be restricted; |
■ | during any period in which an emergency exists, as a result of which (i) it is not reasonably practicable for the Fund to dispose of securities owned by it or (ii) it is not reasonably practicable for the Fund to fairly determine the value of its net assets; or |
■ | during such other periods as the Securities and Exchange Commission may by order permit to protect Fund shareholders. |
■ | Shares of the fund selected for exchange must be available for sale in your state of residence. |
■ | The selected fund and share class must offer the exchange privilege. |
■ | You must meet the minimum purchase requirements for the relevant class of the selected fund. |
■ | Generally, exchanges may be made only between identically registered accounts, unless all account owners send written exchange instructions with a signature guarantee. |
■ | Before exchanging into a fund, you should obtain its prospectus and should read it carefully. |
34 | Oppenheimer Total Return Bond Fund |
■ | Exchanges Into Money Market Funds. A shareholder will be permitted to exchange shares of the Fund for shares of an eligible money market fund any time, even if the shareholder has exchanged shares into the Fund during the prior 30 days. Exchanges from that money market fund into another fund will be monitored for excessive activity and the Fund may limit or refuse any exchange order from a money market fund in its discretion pursuant to this policy. |
■ | Dividend Reinvestments and Share Conversions. The reinvestment of dividends or distributions from one fund to purchase shares of another fund and the conversion of shares from one share class to another class within the same fund will not be considered exchanges for purposes of imposing the 30-day limit. |
■ | Asset Allocation Programs. Investment programs by Oppenheimer “funds of funds” that entail rebalancing investments in underlying Oppenheimer funds will not be subject to these limits. However, third-party asset allocation and rebalancing programs will be subject to the 30-day limit described above. Asset allocation firms that want to exchange shares held in accounts on behalf of their customers must identify themselves and execute an acknowledgement and agreement to abide by these policies with respect to their customers’ accounts. “On-demand” exchanges outside the parameters of portfolio rebalancing programs will also be subject to the 30-day limit. |
Oppenheimer Total Return Bond Fund | 35 |
■ | Automatic Exchange Plans. Accounts that receive exchange proceeds through automatic or systematic exchange plans that are established through the Transfer Agent will not be subject to the 30-day exchange limit as a result of those automatic or systematic exchanges but may be blocked from exchanges, under the 30-day limit, if they receive proceeds from other exchanges. |
■ | Redemptions of Shares. These exchange policy limits do not apply to redemptions of shares. Shareholders are permitted to redeem their shares on any regular business day, subject to the terms of this prospectus. |
■ | Purchases through AccountLink that are submitted through PhoneLink or on the internet are limited to $100,000. |
■ | Purchases through AccountLink that are submitted by calling a service representative are limited to $250,000. |
■ | Redemptions that are submitted by telephone or on the internet and request the proceeds to be paid by check, are limited to $100,000, must be made payable to all owners of record of the shares and must be sent to the address on the account statement. This service is not available within 15 days of changing the address on an account. |
■ | Redemptions by telephone or on the internet that are sent to your bank account through AccountLink are limited to $100,000. |
■ | Exchanges submitted by telephone or on the internet may be made only between accounts that are registered with the same name(s) and address. |
■ | Shares for which share certificates have been issued may not be redeemed or exchanged by telephone or on the internet. |
■ | Shares held in an OppenheimerFunds-sponsored qualified retirement plan account may not be redeemed or exchanged by telephone or on the internet. |
36 | Oppenheimer Total Return Bond Fund |
■ | The Fund’s name; |
■ | For existing accounts, the Fund account number (from your account statement); |
■ | For new accounts, a completed account application; |
■ | For purchases, a check payable to Oppenheimer funds; |
■ | For redemptions, any special payment instructions; |
■ | For redemptions or exchanges, the dollar amount or number of shares to be redeemed or exchanged; |
■ | For redemptions or exchanges, any share certificates that have been issued (exchanges or redemptions of shares for which certificates have been issued cannot be processed until the Transfer Agent receives the certificates); |
■ | For individuals, the names and signatures of all registered owners exactly as they appear in the account registration; |
■ | For corporations, partnerships or other businesses or as a fiduciary, the name of the entity as it appears in the account registration and the names and titles of any individuals signing on its behalf; and |
■ | Other documents requested by the Transfer Agent to assure that the person purchasing, redeeming or exchanging shares is properly identified and has proper authorization to carry out the transaction. |
■ | You wish to redeem more than $100,000; |
■ | The redemption check is not payable to all shareholders listed on the account statement; |
■ | The redemption check is not sent to the address of record on your account statement; |
■ | Shares are being transferred to a Fund account with a different owner or name; or |
■ | Shares are being redeemed by someone (such as an Executor) other than the owners. |
■ | a U.S. bank, trust company, credit union or savings association, |
■ | a foreign bank that has a U.S. correspondent bank, |
■ | a U.S. registered dealer or broker in securities, municipal securities or government securities, or |
■ | a U.S. national securities exchange, a registered securities association or a clearing agency. |
Oppenheimer Total Return Bond Fund | 37 |
■ | transmit funds electronically to purchase shares by internet, by telephone or automatically through an Asset Builder Plan. The purchase payment will be debited from your bank account. |
■ | have the Transfer Agent send redemption proceeds or dividends and distributions directly to your bank account. |
■ | Individual Retirement Accounts (IRAs). These include traditional IRAs, Roth IRAs and rollover IRAs. |
■ | SIMPLE IRAs. These are Savings Incentive Match Plan for Employees IRAs for small business owners or self-employed individuals. |
■ | SEP-IRAs. These are Simplified Employee Pension Plan IRAs for small business owners or self-employed individuals. |
■ | 403(b)(7) Custodial Plans. These are tax-deferred plans for employees of eligible tax-exempt organizations, such as schools, hospitals and charitable organizations. |
■ | “Single K” Plans. These are 401(k) plans for self-employed individuals. |
■ | Qualified Plans. These plans are designed for businesses and self-employed individuals. |
38 | Oppenheimer Total Return Bond Fund |
■ | Reinvest All Distributions in the Fund. You can elect to reinvest all dividends and capital gains distributions in additional shares of the Fund. |
■ | Reinvest Only Dividends or Capital Gains. You can elect to reinvest some types of distributions in the Fund while receiving the other types of distributions by check or having them sent to your bank account through AccountLink. Different treatment is available for distributions of dividends, short-term capital gains and long-term capital gains. |
■ | Receive All Distributions in Cash. You can elect to receive all dividends and capital gains distributions by check or have them sent to your bank through AccountLink. |
■ | Reinvest Your Distributions in Another Oppenheimer Fund. You can reinvest all of your dividends and capital gains distributions in another Oppenheimer fund that is available for exchanges. You must have an existing account in the same share class in the selected fund. |
Oppenheimer Total Return Bond Fund | 39 |
40 | Oppenheimer Total Return Bond Fund |
Class A | Year Ended December 31, 2017 | Year Ended December 31, 2016 | Year Ended December 31, 2015 | Year Ended December 31, 2014 | Year Ended December 31, 2013 | |
Per Share Operating Data | ||||||
Net asset value, beginning of period | $6.76 | $6.74 | $6.92 | $6.70 | $7.00 | |
Income (loss) from investment operations: | ||||||
Net investment income1 | 0.18 | 0.17 | 0.21 | 0.22 | 0.25 | |
Net realized and unrealized gain (loss) | 0.11 | 0.02 | (0.17) | 0.23 | (0.27) | |
Total from investment operations | 0.29 | 0.19 | 0.04 | 0.45 | (0.02) | |
Dividends and/or distributions to shareholders: | ||||||
Dividends from net investment income | (0.19) | (0.17) | (0.22) | (0.23) | (0.28) | |
Net asset value, end of period | $6.86 | $6.76 | $6.74 | $6.92 | $6.70 | |
Total Return, at Net Asset Value2 | 4.29% | 2.75% | 0.51% | 6.76% | (0.35)% | |
Ratios/Supplemental Data | ||||||
Net assets, end of period (in thousands) | $561,713 | $610,368 | $508,179 | $480,765 | $361,838 | |
Average net assets (in thousands) | $612,318 | $596,259 | $493,868 | $412,758 | $411,494 | |
Ratios to average net assets:3 | ||||||
Net investment income | 2.62% | 2.41% | 3.02% | 3.23% | 3.64% | |
Expenses excluding specific expenses listed below | 0.87% | 0.94% | 0.95% | 0.97% | 0.99% | |
Interest and fees from borrowings | 0.00%4 | 0.00%4 | 0.00%4 | 0.00% | 0.00% | |
Total expenses5 | 0.87% | 0.94% | 0.95% | 0.97% | 0.99% | |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.77% | 0.85% | 0.85% | 0.88% | 0.90% | |
Portfolio turnover rate6 | 86% | 80% | 85% | 137% | 113% |
1. | Per share amounts calculated based on the average shares outstanding during the period. |
2. | Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended December 31, 2017 | 0.87% | |
Year Ended December 31, 2016 | 0.95% | |
Year Ended December 31, 2015 | 0.96% | |
Year Ended December 31, 2014 | 0.98% | |
Year Ended December 31, 2013 | 1.00% |
6. | The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows: |
Purchase Transactions | Sale Transactions | |
Year Ended December 31, 2017 | $9,083,844,819 | $8,679,566,809 |
Year Ended December 31, 2016 | $7,572,160,629 | $7,520,146,688 |
Year Ended December 31, 2015 | $6,548,843,476 | $6,610,174,477 |
Year Ended December 31, 2014 | $4,283,386,232 | $4,071,806,805 |
Year Ended December 31, 2013 | $5,199,766,296 | $5,409,021,681 |
Oppenheimer Total Return Bond Fund | 41 |
Class B | Year Ended December 31, 2017 | Year Ended December 31, 2016 | Year Ended December 31, 2015 | Year Ended December 31, 2014 | Year Ended December 31, 2013 | |
Per Share Operating Data | ||||||
Net asset value, beginning of period | $6.76 | $6.74 | $6.92 | $6.70 | $7.00 | |
Income (loss) from investment operations: | ||||||
Net investment income1 | 0.12 | 0.11 | 0.15 | 0.17 | 0.20 | |
Net realized and unrealized gain (loss) | 0.11 | 0.02 | (0.17) | 0.23 | (0.28) | |
Total from investment operations | 0.23 | 0.13 | (0.02) | 0.40 | (0.08) | |
Dividends and/or distributions to shareholders: | ||||||
Dividends from net investment income | (0.13) | (0.11) | (0.16) | (0.18) | (0.22) | |
Net asset value, end of period | $6.86 | $6.76 | $6.74 | $6.92 | $6.70 | |
Total Return, at Net Asset Value2 | 3.39% | 1.91% | (0.30)% | 5.96% | (1.09)% | |
Ratios/Supplemental Data | ||||||
Net assets, end of period (in thousands) | $1,536 | $5,361 | $9,595 | $14,474 | $17,446 | |
Average net assets (in thousands) | $3,133 | $8,158 | $11,806 | $16,119 | $23,230 | |
Ratios to average net assets:3 | ||||||
Net investment income | 1.74% | 1.61% | 2.21% | 2.48% | 2.89% | |
Expenses excluding specific expenses listed below | 1.66% | 1.71% | 1.73% | 1.73% | 1.82% | |
Interest and fees from borrowings | 0.00%4 | 0.00%4 | 0.00%4 | 0.00% | 0.00% | |
Total expenses5 | 1.66% | 1.71% | 1.73% | 1.73% | 1.82% | |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.64% | 1.65% | 1.65% | 1.65% | 1.65% | |
Portfolio turnover rate6 | 86% | 80% | 85% | 137% | 113% |
1. | Per share amounts calculated based on the average shares outstanding during the period. |
2. | Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended December 31, 2017 | 1.66% | |
Year Ended December 31, 2016 | 1.72% | |
Year Ended December 31, 2015 | 1.74% | |
Year Ended December 31, 2014 | 1.74% | |
Year Ended December 31, 2013 | 1.83% |
6. | The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows: |
Purchase Transactions | Sale Transactions | |
Year Ended December 31, 2017 | $9,083,844,819 | $8,679,566,809 |
Year Ended December 31, 2016 | $7,572,160,629 | $7,520,146,688 |
Year Ended December 31, 2015 | $6,548,843,476 | $6,610,174,477 |
Year Ended December 31, 2014 | $4,283,386,232 | $4,071,806,805 |
Year Ended December 31, 2013 | $5,199,766,296 | $5,409,021,681 |
42 | Oppenheimer Total Return Bond Fund |
Class C | Year Ended December 31, 2017 | Year Ended December 31, 2016 | Year Ended December 31, 2015 | Year Ended December 31, 2014 | Year Ended December 31, 2013 | |
Per Share Operating Data | ||||||
Net asset value, beginning of period | $6.77 | $6.75 | $6.93 | $6.71 | $7.01 | |
Income (loss) from investment operations: | ||||||
Net investment income1 | 0.12 | 0.11 | 0.15 | 0.17 | 0.20 | |
Net realized and unrealized gain (loss) | 0.11 | 0.02 | (0.17) | 0.23 | (0.28) | |
Total from investment operations | 0.23 | 0.13 | (0.02) | 0.40 | (0.08) | |
Dividends and/or distributions to shareholders: | ||||||
Dividends from net investment income | (0.13) | (0.11) | (0.16) | (0.18) | (0.22) | |
Net asset value, end of period | $6.87 | $6.77 | $6.75 | $6.93 | $6.71 | |
Total Return, at Net Asset Value2 | 3.43% | 1.92% | (0.30)% | 5.95% | (1.09)% | |
Ratios/Supplemental Data | ||||||
Net assets, end of period (in thousands) | $109,888 | $127,465 | $123,612 | $111,342 | $97,196 | |
Average net assets (in thousands) | $116,477 | $136,900 | $117,611 | $99,536 | $112,710 | |
Ratios to average net assets:3 | ||||||
Net investment income | 1.79% | 1.60% | 2.20% | 2.47% | 2.89% | |
Expenses excluding specific expenses listed below | 1.63% | 1.69% | 1.71% | 1.72% | 1.74% | |
Interest and fees from borrowings | 0.00%4 | 0.00%4 | 0.00%4 | 0.00% | 0.00% | |
Total expenses5 | 1.63% | 1.69% | 1.71% | 1.72% | 1.74% | |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.60% | 1.65% | 1.65% | 1.65% | 1.65% | |
Portfolio turnover rate6 | 86% | 80% | 85% | 137% | 113% |
1. | Per share amounts calculated based on the average shares outstanding during the period. |
2. | Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended December 31, 2017 | 1.63% | |
Year Ended December 31, 2016 | 1.70% | |
Year Ended December 31, 2015 | 1.72% | |
Year Ended December 31, 2014 | 1.73% | |
Year Ended December 31, 2013 | 1.75% |
6. | The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows: |
Purchase Transactions | Sale Transactions | |
Year Ended December 31, 2017 | $9,083,844,819 | $8,679,566,809 |
Year Ended December 31, 2016 | $7,572,160,629 | $7,520,146,688 |
Year Ended December 31, 2015 | $6,548,843,476 | $6,610,174,477 |
Year Ended December 31, 2014 | $4,283,386,232 | $4,071,806,805 |
Year Ended December 31, 2013 | $5,199,766,296 | $5,409,021,681 |
Oppenheimer Total Return Bond Fund | 43 |
Class I | Year Ended December 31, 2017 | Year Ended December 31, 2016 | Year Ended December 31, 2015 | Year Ended December 31, 2014 | Year Ended December 31, 2013 | |
Per Share Operating Data | ||||||
Net asset value, beginning of period | $6.75 | $6.74 | $6.92 | $6.70 | $7.00 | |
Income (loss) from investment operations: | ||||||
Net investment income1 | 0.20 | 0.19 | 0.23 | 0.25 | 0.27 | |
Net realized and unrealized gain (loss) | 0.12 | 0.01 | (0.17) | 0.22 | (0.27) | |
Total from investment operations | 0.32 | 0.20 | 0.06 | 0.47 | 0.00 | |
Dividends and/or distributions to shareholders: | ||||||
Dividends from net investment income | (0.21) | (0.19) | (0.24) | (0.25) | (0.30) | |
Net asset value, end of period | $6.86 | $6.75 | $6.74 | $6.92 | $6.70 | |
Total Return, at Net Asset Value2 | 4.81% | 2.96% | 0.85% | 7.16% | 0.02% | |
Ratios/Supplemental Data | ||||||
Net assets, end of period (in thousands) | $993,755 | $614,674 | $598,204 | $581,836 | $506,455 | |
Average net assets (in thousands) | $757,851 | $621,576 | $592,163 | $559,118 | $304,290 | |
Ratios to average net assets:3 | ||||||
Net investment income | 2.98% | 2.77% | 3.35% | 3.60% | 3.97% | |
Expenses excluding specific expenses listed below | 0.43% | 0.50% | 0.51% | 0.53% | 0.54% | |
Interest and fees from borrowings | 0.00%4 | 0.00%4 | 0.00%4 | 0.00% | 0.00% | |
Total expenses5 | 0.43% | 0.50% | 0.51% | 0.53% | 0.54% | |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.42% | 0.49% | 0.50% | 0.52% | 0.53% | |
Portfolio turnover rate6 | 86% | 80% | 85% | 137% | 113% |
1. | Per share amounts calculated based on the average shares outstanding during the period. |
2. | Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended December 31, 2017 | 0.43% | |
Year Ended December 31, 2016 | 0.51% | |
Year Ended December 31, 2015 | 0.52% | |
Year Ended December 31, 2014 | 0.54% | |
Year Ended December 31, 2013 | 0.55% |
6. | The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows: |
Purchase Transactions | Sale Transactions | |
Year Ended December 31, 2017 | $9,083,844,819 | $8,679,566,809 |
Year Ended December 31, 2016 | $7,572,160,629 | $7,520,146,688 |
Year Ended December 31, 2015 | $6,548,843,476 | $6,610,174,477 |
Year Ended December 31, 2014 | $4,283,386,232 | $4,071,806,805 |
Year Ended December 31, 2013 | $5,199,766,296 | $5,409,021,681 |
44 | Oppenheimer Total Return Bond Fund |
Class R | Year Ended December 31, 2017 | Year Ended December 31, 2016 | Year Ended December 31, 2015 | Year Ended December 31, 2014 | Year Ended December 31, 2013 | |
Per Share Operating Data | ||||||
Net asset value, beginning of period | $6.76 | $6.74 | $6.92 | $6.70 | $7.00 | |
Income (loss) from investment operations: | ||||||
Net investment income1 | 0.16 | 0.14 | 0.19 | 0.20 | 0.23 | |
Net realized and unrealized gain (loss) | 0.10 | 0.02 | (0.17) | 0.23 | (0.27) | |
Total from investment operations | 0.26 | 0.16 | 0.02 | 0.43 | (0.04) | |
Dividends and/or distributions to shareholders: | ||||||
Dividends from net investment income | (0.16) | (0.14) | (0.20) | (0.21) | (0.26) | |
Net asset value, end of period | $6.86 | $6.76 | $6.74 | $6.92 | $6.70 | |
Total Return, at Net Asset Value2 | 3.95% | 2.43% | 0.20% | 6.49% | (0.60)% | |
Ratios/Supplemental Data | ||||||
Net assets, end of period (in thousands) | $61,691 | $63,752 | $46,588 | $36,272 | $30,989 | |
Average net assets (in thousands) | $64,342 | $59,580 | $42,837 | $32,383 | $35,063 | |
Ratios to average net assets:3 | ||||||
Net investment income | 2.29% | 2.09% | 2.70% | 2.97% | 3.39% | |
Expenses excluding specific expenses listed below | 1.12% | 1.19% | 1.20% | 1.22% | 1.25% | |
Interest and fees from borrowings | 0.00%4 | 0.00%4 | 0.00%4 | 0.00% | 0.00% | |
Total expenses5 | 1.12% | 1.19% | 1.20% | 1.22% | 1.25% | |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.10% | 1.15% | 1.15% | 1.15% | 1.15% | |
Portfolio turnover rate6 | 86% | 80% | 85% | 137% | 113% |
1. | Per share amounts calculated based on the average shares outstanding during the period. |
2. | Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended December 31, 2017 | 1.12% | |
Year Ended December 31, 2016 | 1.20% | |
Year Ended December 31, 2015 | 1.21% | |
Year Ended December 31, 2014 | 1.23% | |
Year Ended December 31, 2013 | 1.26% |
6. | The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows: |
Purchase Transactions | Sale Transactions | |
Year Ended December 31, 2017 | $9,083,844,819 | $8,679,566,809 |
Year Ended December 31, 2016 | $7,572,160,629 | $7,520,146,688 |
Year Ended December 31, 2015 | $6,548,843,476 | $6,610,174,477 |
Year Ended December 31, 2014 | $4,283,386,232 | $4,071,806,805 |
Year Ended December 31, 2013 | $5,199,766,296 | $5,409,021,681 |
Oppenheimer Total Return Bond Fund | 45 |
Class Y | Year Ended December 31, 2017 | Year Ended December 31, 2016 | Year Ended December 31, 2015 | Year Ended December 31, 2014 | Year Ended December 31, 2013 | |
Per Share Operating Data | ||||||
Net asset value, beginning of period | $6.72 | $6.70 | $6.88 | $6.66 | $6.99 | |
Income (loss) from investment operations: | ||||||
Net investment income1 | 0.20 | 0.18 | 0.22 | 0.24 | 0.28 | |
Net realized and unrealized gain (loss) | 0.11 | 0.02 | (0.17) | 0.22 | (0.32) | |
Total from investment operations | 0.31 | 0.20 | 0.05 | 0.46 | (0.04) | |
Dividends and/or distributions to shareholders: | ||||||
Dividends from net investment income | (0.21) | (0.18) | (0.23) | (0.24) | (0.29) | |
Net asset value, end of period | $6.82 | $6.72 | $6.70 | $6.88 | $6.66 | |
Total Return, at Net Asset Value2 | 4.60% | 3.01% | 0.75% | 7.06% | (0.59)% | |
Ratios/Supplemental Data | ||||||
Net assets, end of period (in thousands) | $343,689 | $177,047 | $86,801 | $54,531 | $10,093 | |
Average net assets (in thousands) | $218,842 | $158,960 | $73,372 | $16,845 | $218,707 | |
Ratios to average net assets:3 | ||||||
Net investment income | 2.93% | 2.64% | 3.25% | 3.48% | 4.04% | |
Expenses excluding specific expenses listed below | 0.62% | 0.69% | 0.70% | 0.71% | 0.59% | |
Interest and fees from borrowings | 0.00%4 | 0.00%4 | 0.00%4 | 0.00% | 0.00% | |
Total expenses5 | 0.62% | 0.69% | 0.70% | 0.71% | 0.59% | |
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.48% | 0.60% | 0.60% | 0.62% | 0.58% | |
Portfolio turnover rate6 | 86% | 80% | 85% | 137% | 113% |
1. | Per share amounts calculated based on the average shares outstanding during the period. |
2. | Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. |
3. | Annualized for periods less than one full year. |
4. | Less than 0.005%. |
5. | Total expenses including indirect expenses from affiliated fund fees and expenses were as follows: |
Year Ended December 31, 2017 | 0.62% | |
Year Ended December 31, 2016 | 0.70% | |
Year Ended December 31, 2015 | 0.71% | |
Year Ended December 31, 2014 | 0.72% | |
Year Ended December 31, 2013 | 0.60% |
6. | The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows: |
Purchase Transactions | Sale Transactions | |
Year Ended December 31, 2017 | $9,083,844,819 | $8,679,566,809 |
Year Ended December 31, 2016 | $7,572,160,629 | $7,520,146,688 |
Year Ended December 31, 2015 | $6,548,843,476 | $6,610,174,477 |
Year Ended December 31, 2014 | $4,283,386,232 | $4,071,806,805 |
Year Ended December 31, 2013 | $5,199,766,296 | $5,409,021,681 |
46 | Oppenheimer Total Return Bond Fund |
• | Purchases of Class A shares by retirement plans that have any of the following record-keeping arrangements: |
1. | The record keeping is performed by Merrill Lynch Pierce Fenner & Smith, Inc. (“Merrill Lynch”) on a daily valuation basis for the retirement plan. On the date the plan sponsor signs the record-keeping service agreement with Merrill Lynch, the Plan must have $3 million or more of its assets invested in (a) mutual funds, other than those advised or managed by certain Merrill Lynch investment advisers, as specified by Merrill Lynch (a “Specified Merrill Lynch Investment Adviser”), that are made available under a Service Agreement between Merrill Lynch and the mutual fund’s principal underwriter or distributor, and (b) funds advised or managed by a Specified Merrill Lynch Investment Adviser (the funds described in (a) and (b) are referred to as “Applicable Investments”). |
2. | The record keeping for the retirement plan is performed on a daily valuation basis by a record keeper whose services are provided under a contract or arrangement between the Retirement Plan and Merrill Lynch. On the date the plan sponsor signs the record keeping service agreement with Merrill Lynch, the plan must have $5 million or more of its assets (excluding assets invested in money market funds) invested in Applicable Investments. |
3. | The record keeping for a retirement plan is handled under a service agreement with Merrill Lynch and on the date the plan sponsor signs that agreement, the plan has 500 or more eligible employees (as determined by the Merrill Lynch plan conversion manager). |
• | Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan |
• | Shares purchased by or through a 529 Plan |
• | Shares purchased through a Merrill Lynch affiliated investment advisory program |
• | Shares purchased by third party investment advisors on behalf of their advisory clients through Merrill Lynch’s platform |
• | Shares of funds purchased through the Merrill Edge Self-Directed platform (if applicable) |
• | Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family) |
• | Shares exchanged from Class C (i.e. level-load) shares of the same fund in the month of or following the 10-year anniversary of the purchase date |
• | Employees and registered representatives of Merrill Lynch or its affiliates and their family members |
• | Directors or Trustees of the Fund, and employees of the Fund’s investment adviser or any of its affiliates, as described in this prospectus |
• | Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement) |
• | Death or disability of the shareholder |
• | Shares sold as part of a systematic withdrawal plan as described in the Fund’s prospectus |
• | Return of excess contributions from an IRA Account |
• | Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching age 70 1⁄2 |
• | Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch |
• | Shares acquired through a right of reinstatement |
• | Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A and C shares only) |
• | Breakpoints as described in this prospectus. |
• | Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial advisor about such assets |
• | Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time (if applicable) |
• | Purchases in an OppenheimerFunds-sponsored Rollover IRA held directly with the Transfer Agent by clients of Mass Mutual Retirement Services. |
• | Shares purchased by clients of LPL who are accessing the Oppenheimer funds through LPL’s Mutual Fund Only Platform. |
Telephone: | Call OppenheimerFunds Services toll-free: 1.800.CALL OPP (1.800.225.5677) |
Mail: | Use the following address for regular mail: OppenheimerFunds Services P.O. Box 5270 Denver, Colorado 80217-5270 |
Use the following address for courier or express mail: OppenheimerFunds Services 6803 S. Tucson Way Centennial, CO 80112-3924 | |
Internet: | You may request documents, and read or download certain documents at www.oppenheimerfunds.com |
NYSE Ticker Symbols | |
Class A OPIGX | Class R OPBNX |
Class B OIGBX | Class Y OPBYX |
Class C OPBCX | Class I OPBIX |
• | Interest Rate Risk. Interest rate risk refers to the fluctuations in value of a debt security resulting from the relationship between price and yield. An increase in general interest rates will tend to reduce the market value of already-issued debt securities and a decline in general interest rates will tend to increase their value. Debt securities with longer maturities are usually subject to greater fluctuations in value from interest rate changes than obligations having shorter maturities. Variable rate debt securities pay interest based on an interest rate benchmark. When the benchmark rate changes, the interest payments on those securities may be reset at a higher or lower rate. Except for investments in variable rate debt securities, fluctuations in general interest rates do not affect the amount of interest income received. Fluctuations in the market valuations of debt securities may, however, affect the value of Fund assets. “Zero-coupon” or “stripped” securities may be particularly sensitive to interest rate changes. Risks associated with rising interest rates are heightened given that interest rates in the U.S. are near historic lows. |
• | Duration Risk. Duration is a measure of the price sensitivity of a debt security or portfolio to interest rate changes. Duration risk is the risk that longer-duration debt securities are more volatile and thus more likely to decline in price, and to a greater extent, than shorter-duration debt securities, in a rising interest-rate environment. “Effective duration” attempts to measure the expected percentage change in the value of a bond or portfolio resulting from a change in prevailing interest rates. The change in the value of a bond or portfolio can be approximated by multiplying its duration by a change in interest rates. For example, if a bond has an effective duration of three years, a 1% increase in general interest rates would be expected to cause the bond’s value to decline about 3% while a 1% decrease in general interest rates would be expected to cause the bond’s value to increase 3%. The duration of a debt security may be equal to or shorter than the full maturity of a debt security. |
• | Credit Risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. In general, below-investment-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, investment-grade bonds. In making investments in debt securities, the investment adviser may rely to some extent on the ratings of national statistical rating organizations or it may use its own research to evaluate a security’s credit-worthiness. If securities purchased are unrated, they may be assigned a rating by the investment adviser in categories similar to those of a national statistical rating organization. There are no investment policies establishing specific maturity ranges for investments, and they may be within any maturity range (short, medium or long) depending on the investment adviser’s evaluation of investment opportunities available within the debt securities markets. |
• | Credit Spread Risk. Credit spread risk is the risk that credit spreads (i.e., the difference in yield between securities that is due to differences in their credit quality) may increase when the market expects below-investment-grade bonds to default more frequently. Widening credit spreads may quickly reduce the market values of below-investment-grade and unrated securities. Some unrated securities may not have an active trading market or may trade less actively than rated securities, which means that it might be difficult to sell them promptly at an acceptable price. |
• | Extension Risk. Extension risk is the risk that, if interest rates rise rapidly, prepayments on certain debt securities may occur at a slower rate than expected, and the expected maturity of those securities could lengthen as a result. Securities that are subject to extension risk generally have a greater potential for loss when prevailing interest rates rise, which could cause their values to fall sharply. Extension risk is particularly prevalent for a callable security where an increase in interest rates could result in the issuer of that security choosing not to redeem the security as anticipated on the security’s call date. Such a decision by the issuer could have the effect of lengthening the debt security’s expected maturity, making it more vulnerable to interest rate risk and reducing its market value. |
• | Reinvestment Risk. Reinvestment risk is the risk that when interest rates fall, it may be necessary to reinvest the proceeds from a security’s sale or redemption at a lower interest rate. Callable bonds are generally subject to greater reinvestment risk than non-callable bonds. |
• | Prepayment Risk. Certain fixed-income securities (in particular mortgage-related securities) are subject to the risk of unanticipated prepayment. Prepayment risk is the risk that, when interest rates fall, the issuer will redeem the security prior to the security’s expected maturity, or that borrowers will repay the loans that underlie these fixed-income securities more quickly than expected, thereby causing the issuer of the security to repay the principal prior to expected maturity. It may be necessary to reinvest the proceeds at a lower interest rate, reducing income. Securities subject to prepayment risk generally offer less potential for gains when prevailing interest rates fall. If these securities are purchased at a premium, accelerated prepayments on those securities could cause losses on a portion of the principal investment. The impact of prepayments on the price of a security may be difficult to predict and may increase the security’s price volatility. Interest-only and principal-only securities are especially sensitive to interest rate changes, which can affect not only their prices but can also change the income flows and repayment assumptions about those investments. |
• | Event Risk. If an issuer of debt securities is the subject of a buyout, debt restructuring, merger or recapitalization that increases its debt load, it could interfere with its ability to make timely payments of interest and principal and cause the value of its debt securities to fall. |
• | Prices of below-investment-grade securities are subject to extreme price fluctuations, even under normal market conditions. Negative economic developments may have a greater impact on the prices of below-investment-grade securities than on those of investment-grade securities. In addition, the market values of below-investment-grade securities tend to reflect individual issuer developments to a greater extent than do the market values of investment-grade securities, which react primarily to fluctuations in the general level of interest rates. |
• | Below-investment-grade securities may be issued by less creditworthy issuers and may be more likely to default than investment-grade securities. The issuers of below-investment-grade securities may have more outstanding debt relative to their assets than issuers of higher-grade securities. Below-investment-grade securities are vulnerable to adverse changes in the issuer’s industry and to general economic conditions. If the issuer experiences financial stress, it may not be able to pay interest and principal payments in a timely manner. The issuer’s ability to pay its debt obligations also may be lessened by specific issuer developments or the unavailability of additional financing. In the event of a default of an issuer of a below-investment-grade security, the Fund may incur expenses to the extent necessary to seek recovery or to negotiate new terms. |
• | Below-investment-grade securities are frequently ranked junior to claims by other creditors. If the issuer cannot meet its obligations, the senior obligations are generally paid off before the junior obligations, which could limit the Fund’s ability to fully recover principal or to receive interest payments when senior securities are in default. As a result, investors in below-investment-grade securities have a lower degree of protection with respect to principal and interest payments than do investors in investment-grade securities. |
• | There may be less of a market for below-investment-grade securities and as a result they may be harder to sell at an acceptable price. Not all dealers maintain markets in all below-investment-grade securities. As a result, there is no established retail secondary market for many of these securities. The Fund anticipates that such securities could be sold only to a limited number of dealers or institutional investors. To the extent a secondary trading market does exist, it is generally not as liquid as the secondary market for investment-grade securities. The lack of a liquid secondary market may have an adverse impact on the market price of the security. The lack of a liquid secondary market for certain securities may also make it more difficult for the Fund to obtain accurate market quotations for purposes of valuing its securities. Market quotations are generally available on many below-investment-grade securities only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. In addition, the trading volume for below-investment-grade securities is generally lower than that for investment-grade securities and the secondary markets could contract under adverse market or economic conditions independent of any specific adverse changes in the condition of a particular issuer. Under certain economic and/or market conditions, the Fund may have difficulty disposing of certain below-investment-grade securities due to the limited number of investors in that sector of the market. When the secondary market for below-investment-grade securities becomes more illiquid, or in the absence of readily available market quotations for such securities, the relative lack of reliable objective data makes it more difficult to value the Fund’s securities and judgment plays a more important role in determining such valuations. |
• | Below-investment-grade securities frequently have redemption features that permit an issuer to repurchase the security from the Fund before it matures. During times of falling interest rates, issuers of these securities are likely to redeem or prepay the securities and finance them with securities with a lower interest rate. To the extent an issuer is able to refinance the securities, or otherwise redeem them; the Fund may have to replace the securities with lower yielding securities, which could result in a lower return for the Fund. |
• | Below-investment-grade securities markets may also react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news, whether or not it is based on fundamental analysis. An increase in interest rates could severely disrupt the market for below-investment-grade securities. Additionally, below-investment-grade securities may be affected by legislative and regulatory developments. These developments could adversely affect the Fund’s net asset value and investment practices, the secondary market for below-investment-grade securities, the financial condition of issuers of these securities and the value and liquidity of outstanding below-investment-grade securities, especially in a thinly traded market. |
• | a lack of public information about foreign issuers; |
• | lower trading volume and less liquidity in foreign securities markets than in U.S. markets; |
• | greater price volatility in foreign markets than in U.S. markets; |
• | less government regulation of foreign issuers, exchanges and brokers than in the U.S.; |
• | a lack of uniform accounting, auditing and financial reporting standards in foreign countries compared to those applicable to U.S. issuers; |
• | fluctuations in the value of foreign investments due to changes in currency rates; |
• | the expense of currency exchange transactions; |
• | greater difficulties in pricing securities in foreign markets; |
• | foreign government restrictions on investments by U.S. and other non-local entities; |
• | higher brokerage commission rates than in the U.S.; |
• | increased risks of delays in clearance and settlement of portfolio transactions; |
• | unfavorable differences between the U.S. economy and some foreign economies; |
• | greater difficulty in commencing and pursuing lawsuits or other legal remedies; |
• | less regulation of foreign banks and securities depositories; |
• | increased risks of loss of certificates for portfolio securities; |
• | government restrictions on the repatriation of profits or capital or other currency control regulations; |
• | the possibility in some countries of expropriation, confiscatory taxation, political, financial or social instability or adverse diplomatic developments; |
• | the reduction of income by foreign taxes; and |
• | potential for time-zone arbitrage. |
• | Less Developed Securities Markets. Developing or emerging market countries may have less well-developed securities markets and exchanges. Consequently, they have lower trading volume than the securities markets of more developed countries. These markets may be unable to respond effectively to increases in trading volume. Therefore, prompt liquidation of substantial portfolio holdings may be difficult at times. As a result, these markets may be substantially less liquid than those of more developed countries, and the securities of issuers located in these markets may have limited marketability. |
• | Transaction Settlement. Settlement procedures in developing or emerging markets may differ from those of more established securities markets. Settlements may also be delayed by operational problems. Securities issued by developing countries and by issuers located in those countries may be subject to extended settlement periods. Delays in settlement could result in temporary periods during which some assets are uninvested and no return is earned on those assets. The inability to make intended purchases of securities due to settlement problems could cause missed investment opportunities. Losses could also be caused by an inability to dispose of portfolio securities due to settlement problems. As a result there could be subsequent declines in the value of the portfolio security, a decrease in the level of liquidity of the portfolio or, if there is a contract to sell the security, a possible liability to the purchaser. |
• | Price Volatility. Securities prices in developing or emerging markets may be significantly more volatile than is the case in more developed nations of the world, which may lead to greater difficulties in pricing securities. |
• | Less Developed Governments and Economies. Developing or emerging market countries may have less developed legal and accounting systems, and their governments may also be more unstable than the governments of more developed countries. For example, governments of some developing or emerging market countries have defaulted on their bonds and there is the risk of this happening in the future. These countries may also have less protection of property rights than more developed countries. Developing or emerging market countries also may be subject to social, political or economic instability, and have greater potential for pervasiveness of corruption and crime, armed conflict, the adverse economic impact of civil war and religious or ethnic unrest. In addition, the economies of developing or emerging market countries may be more dependent on relatively few industries or investors that may be highly vulnerable to local and global changes. Further, the value of the currency of a developing or emerging market country may fluctuate more than the currencies of countries with more mature markets. Investments in developing or emerging market countries may also be subject to greater potential difficulties in enforcing contractual obligations. |
• | Government Restrictions. In certain developing or emerging market countries, government approval may be required for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. Also, a government might impose temporary restrictions on remitting capital abroad if the country’s balance of payments deteriorates, or it might do so for other reasons. If government approval were delayed or refused, income or capital gains may not be able to be transmitted to the United States. Other government restrictions may include confiscatory taxation, expropriation or nationalization of company assets, restrictions on foreign ownership of local companies, managed adjustments in relative currency values and other protectionist measures, and practices such as share blocking. Share blocking is the practice in certain foreign markets where voting rights related to an issuer’s securities are predicated on those securities being blocked from trading at the custodian or sub-custodian level for a period of time around a shareholder meeting. Such restrictions have the effect of prohibiting the purchase and sale of certain voting securities within a specified number of days before, and in certain instances, after a shareholder meeting. The share blocking period can last up to several weeks, typically terminating on a date established at the discretion of the issuer. Share blocking may prevent the Fund from buying or selling securities for a period of time. When shares are blocked, trades in such securities will not settle. Having a blocking restriction lifted can be difficult and onerous, with the particular requirements varying widely by country. In some countries, the block cannot be removed for the duration |
of time it is effective. Additionally, the imposition of restrictions on investments by foreign entities might result in less attractive investment opportunities or require the sale of existing investments. Investments in developing or emerging market countries may also be subject to greater risks relating to the withdrawal or non-renewal of any license enabling the Fund to trade in securities of a particular country. | |
• | Privatization Programs. The governments in some developing or emerging market countries have been engaged in programs to sell all or part of their interests in government-owned or controlled enterprises. Privatization programs may offer opportunities for significant capital appreciation, in the appropriate circumstances. However, in certain developing countries, the ability of foreign entities to participate in privatization programs may be limited by local law. Additionally, the terms on which a foreign entity might be permitted to participate may be less advantageous than those afforded local investors. There can be no assurance that privatization programs will be successful. |
• | “structured” notes; |
• | swaps, including interest rate swaps, total return swaps and credit default swaps; |
• | options; |
• | forward contracts; |
• | and futures contracts. |
1. | gains or losses attributable to fluctuations in exchange rates that occur between the time interest or other receivables denominated in a foreign currency are accrued or expenses or other liabilities denominated in a foreign currency are accrued and the time the Fund actually collects such receivables or pays such liabilities, and |
2. | gains or losses attributable to fluctuations in the value of a foreign currency between the date of acquisition of a debt security denominated in a foreign currency or foreign currency forward contracts and the date of disposition. |
• | whether the convertible security can be exchanged for a fixed number of shares of common stock of the issuer or is subject to a “cap” or a conversion formula or other type of limit; |
• | whether the convertible security can be exchanged at a time determined by the investor rather than by the issuer; |
• | whether the issuer of the convertible securities has restated its earnings per share on a fully diluted basis (that is, as if all of the issuer’s convertible securities were converted into common stock); and |
• | the extent to which the convertible security may participate in any appreciation in the price of the issuer’s common stock. |
• | Original Lender. The Fund can invest in loans, generally “at par” (a price for the loan equal approximately to 100% of the funded principal amount of the loan, minus any original issue discount) as an original lender. When the Fund is an original lender, it is entitled to receive a return at the full interest rate for the loan. When the Fund is an original lender, it will have a direct contractual relationship with the borrower and will have direct recourse against the borrower in the event the borrower fails to pay scheduled principal or interest. |
• | Assignments. The Fund may also purchase a loan by assignment. When the Fund purchases a loan by assignment, it typically succeeds to whatever rights and obligations the assigning lender had under the loan agreement and becomes a “lender” under the loan agreement, entitled to the same rights (including, but not limited to, enforcement or set-off rights) that are available to lenders generally. |
• | Participation Interests. These investments represent an undivided, indirect interest in a loan obligation of a borrower. They are typically purchased from banks or dealers that have made the loan, or are members of the loan syndicate. The participation seller remains as lender of record, and continues to face the borrower, the agent, and the other parties to the loan agreement, while the Fund generally acquires beneficial ownership of the loan. Participation interests are subject to the ongoing counterparty risk of the participation seller (and, in certain circumstances, such seller’s credit risk) as well as the credit risk of the borrower. |
• | The Prime Rate quoted by a major U.S. bank is generally the interest rate at which that bank is willing to lend U.S. dollars to its most creditworthy borrowers, although it may not be the bank’s lowest available rate. |
• | LIBOR usually is an average of the interest rates quoted by several designated banks as the rates at which they pay interest to major depositors in the London interbank market on deposits in a particular currency. Because Senior Loans are U.S. dollar denominated, any applicable LIBOR rate for Senior Loans would be in respect of U.S. dollar deposits. The market views changes in short-term LIBOR rates as closely related to changes in the Federal Reserve federal funds rate, although the two are not officially related. |
• | The Federal Reserve federal funds rate is the rate that the Federal Reserve Bank charges member banks for borrowing money. |
• | Other creditors might convince the court to set aside a loan or the collateralization of the loan as a “fraudulent conveyance” or “preferential transfer.” In that event, the court could recover from the Fund the interest and principal payments that the borrower made before becoming insolvent. There can be no assurance that the Fund would be able to prevent that recapture. |
• | A bankruptcy court may restructure the payment obligations under the loan so as to reduce the amount to which the Fund would be entitled. |
• | The court might discharge the amount of the loan that exceeds the value of the collateral or assets to which the lenders have recourse. |
• | The court could subordinate the Fund’s rights to the rights of other creditors of the borrower under applicable law. |
• | 67% or more of the shares present or represented by proxy at a shareholder meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy; or |
• | more than 50% of the outstanding shares. |
• | 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. |
• | 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 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. |
• | 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. |
• | 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 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. |
• | The Fund cannot invest in the securities of other registered investment companies or registered unit investment trusts in reliance on sub-paragraph (F) or (G) of section 12(d)(1) of the Investment Company Act. |
• | Public Disclosure. The Fund’s portfolio holdings are made publicly available no later than 60 days after the close of each of the Fund’s fiscal quarters in its annual and semi-annual reports to shareholders and in its Schedule of Investments on Form N-Q. Those documents are publicly available at the Securities and Exchange Commission. In addition, the Fund’s portfolio holdings information, as of the end of each calendar month, may be posted and available on the Fund’s website (at www.oppenheimerfunds.com) no sooner than 30 calendar days after the end of the calendar month to which the information relates. Partial holdings, listed by security or by issuer, may be posted on the Fund’s website no sooner than 5 business days following the month to which the information relates. The Fund may delay posting its holdings or may not post any holdings, if the Manager/Sub-Adviser believes that would be in the best interests of the Fund and its shareholders. Other general information about the Fund’s portfolio investments, such as portfolio composition by asset class, industry, country, currency, credit rating or maturity, may also be publicly disclosed 5 business days after the end of the calendar month to which the information relates. |
• | Employees of the Fund’s service providers who need to have access to such information; |
• | The Fund’s independent registered public accounting firm; |
• | Members of the Fund’s Board and the independent legal counsel to the Board’s independent trustees; |
• | The Fund’s custodian bank; |
• | The Fund’s financial printers; |
• | A proxy voting service designated by the Fund and its Board; |
• | Rating/ranking organizations (such as Lipper and Morningstar); |
• | Portfolio pricing services retained by the Manager/Sub-Adviser to provide portfolio security prices; |
• | Brokers and dealers for purposes of providing portfolio analytic services, in connection with portfolio transactions (purchases and sales), and to obtain bids or bid and asked prices (if securities held by the Fund are not priced by the Fund’s regular pricing services, or to obtain prices for inter-fund trades or similar transactions); and |
• | Other service providers to the Fund, the Manager, the Sub-Adviser, the Distributor, and the Transfer Agent, including providers of index services and personal trading compliance services. |
• | The third-party recipient must first submit a request for release of Fund portfolio holdings, explaining the business reason for the request; |
• | Senior officers in the Manager’s/Sub-Adviser’s Investment Operations and Legal departments must approve the completed request for release of Fund portfolio holdings; and |
• | Before receiving the data, the third-party recipient must sign a portfolio holdings non-disclosure agreement, agreeing to keep confidential the information that is not publicly available regarding the Fund’s holdings and agreeing not to use such information in any way that is detrimental to the Fund. |
• | Response to legal process in litigation matters, such as responses to subpoenas or in class action matters where the Fund may be part of the plaintiff class (and seeks recovery for losses on a security) or a defendant; and |
• | Response to regulatory requests for information (from the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”), state securities regulators, and/or foreign securities authorities, including without limitation requests for information in inspections or for position reporting purposes). |
• | create new series and classes of shares; |
• | reclassify unissued shares into additional series and classes; and |
• | divide or combine the shares of a class into a greater or lesser number of shares without changing the proportionate beneficial interest of a shareholder in the Fund. |
• | has its own dividends and distributions; |
• | pays certain expenses which may be different for the different classes; |
• | will generally have a different net asset value; |
• | will generally have separate voting rights on matters in which interests of one class are different from interests of another class; and |
• | votes as a class on matters that affect that class alone. |
• | represents an interest in the Fund proportionately equal to the interest of each other share of the same class; |
• | is freely transferable; |
• | has one vote at shareholder meetings, with fractional shares voting proportionally; |
• | may be voted in person or by proxy at shareholder meetings; and |
• | does not have cumulative voting rights, preemptive rights or subscription rights. |
• | Wrap fee-based programs and fee-based clients of a broker, dealer, registered investment adviser or other financial intermediary; |
• | Commissionable brokerage platforms where the financial intermediary, acting as broker on behalf of its customer, charges the customer a transaction-based commission outside of the Fund; |
• | “Institutional investors” which may include corporations; trust companies; endowments and foundations; defined contribution, defined benefit, and other employer sponsored retirement and deferred compensation plans; retirement plan platforms; insurance companies; registered investment adviser firms; registered investment companies; bank trusts; college savings programs; and family offices; and |
• | Eligible employees, which are present or former officers, directors, trustees and employees (and their eligible family members) of the Fund, the Manager and its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals. |
• | be an “institutional investor” which may include corporations; trust companies; endowments and foundations; defined contribution, defined benefit, and other employer sponsored retirement plans and deferred compensation plans; retirement plan or health savings account service provider platforms (jointly, “service provider platforms”); insurance companies; registered investment advisor firms; registered investment companies; bank trusts; college savings programs; and family offices; |
• | make a minimum initial investment of $1 million or more per account (waived for retirement and health savings account plan service provider platforms (collectively, “service provider platforms”)); and |
• | trade through an omnibus, trust, trust networked or similar pooled account. |
Independent Trustees | Position(s) | Length of Service |
Robert J. Malone | Board Chairman; Trustee | Since 2016; 2002 |
Andrew J. Donohue | Trustee | Since 2017 |
Richard F. Grabish | Trustee | Since 2008 |
Beverly L. Hamilton | Trustee | Since 2002 |
Victoria J. Herget | Trustee | Since 2012 |
F. William Marshall, Jr. | Trustee | Since 2001 |
Karen L. Stuckey | Trustee | Since 2012 |
James D. Vaughn | Trustee | Since 2012 |
Interested Trustee | ||
Arthur P. Steinmetz | Trustee | Since 2015 |
Independent Trustees | ||
Name, Year of Birth, Position(s) | Principal Occupations(s) During the Past 5 Years; Other Trusteeship Held | Portfolios Overseen in Fund Complex |
Robert J. Malone (1944) Chairman of the Board of Trustees | Chairman - Colorado Market of MidFirst Bank (since January 2015); Chairman of the Board (2012-2016) and Director (August 2005-January 2016) of Jones International University (educational organization); Trustee of the Gallagher Family Foundation (non-profit organization) (2000-2016); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (August 2003-January 2015); Director of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); 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 U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991) and Member (1984-1999) of Young Presidents Organization. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. | 56 |
Independent Trustees | ||
Name, Year of Birth, Position(s) | Principal Occupations(s) During the Past 5 Years; Other Trusteeship Held | Portfolios Overseen in Fund Complex |
Andrew J. Donohue (1950) Trustee | Director, Mutual Fund Directors Forum (since February 2018); Of Counsel, Shearman & Sterling LLP (since September 2017); Chief of Staff of the U.S. Securities and Exchange Commission (regulator) (June 2015-February 2017); Managing Director and Investment Company General Counsel of Goldman Sachs (investment bank) (November 2012-May 2015); Partner at Morgan Lewis & Bockius, LLP (law firm) (March 2011-October 2012); Director of the Division of Investment Management of U.S. Securities and Exchange Commission (regulator) (May 2006-November 2010); Global General Counsel of Merrill Lynch Investment Managers (investment firm) (May 2003-May 2006); General Counsel (October 1991-November 2001) and Executive Vice President (January 1993-November 2001) of OppenheimerFunds, Inc. (investment firm) (June 1991-November 2001). Mr. Donohue has served on the Boards of certain Oppenheimer funds since 2017, during which time he has become familiar with the Fund’s (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. | 56 |
Richard F. Grabish (1948) Trustee | 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 Fund’s (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. | 56 |
Beverly L. Hamilton (1946) Trustee | Trustee of Monterey Institute for International Studies (educational organization) (2000-2014); Board Member of Middlebury College (educational organization) (December 2005-June 2011); Director of the Board (1991-2016), Vice Chairman of the Board (2006-2009) and Chairman of the Board (2010-2013) 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; 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 Fund’s (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. | 56 |
Independent Trustees | ||
Name, Year of Birth, Position(s) | Principal Occupations(s) During the Past 5 Years; Other Trusteeship Held | Portfolios Overseen in Fund Complex |
Victoria J. Herget (1951) Trustee | Board Chair (2008-2015) and Director (2004-Present) of United Educators (insurance company); Trustee (since 2000) and Chair (2010-2017) of Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); 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 (investment adviser) (and its predecessor firms); 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, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. | 56 |
F. William Marshall, Jr. (1942) Trustee | Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (1996-2015), MML Series Investment Fund (investment company) (1996-2015) and Mass Mutual Premier Funds (investment company) (January 2012-December 2015); President and Treasurer of the SIS Charitable Fund (private charitable fund) (January 1999-March 2011); 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 Fund’s (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. | 56 |
Karen L. Stuckey (1953) Trustee | Member (since May 2015) of Desert Mountain Community Foundation Advisory Board (non-profit organization); Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975-1990); Trustee (1992-2006); member of Executive, Nominating and Audit Committees and Chair of Finance Committee (1992-2006), and Emeritus Trustee (since 2006) of Lehigh University; member, Women’s Investment Management Forum (professional organization) (since inception) and Trustee of Jennies School for Little Children (non-profit) (2011-2014). Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. | 56 |
James D. Vaughn (1945) Trustee | Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions in Denver and New York offices from 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board 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. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds') financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. | 56 |
Interested Trustee and Officer | ||
Name, Year of Birth, Position(s) | Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held | Portfolios Overseen in Fund Complex |
Arthur P. Steinmetz (1958) Trustee, President and Principal Executive Officer | Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). | 111 |
Position(s) | Length of Service | |
Krishna Memani | Vice President | Since 2009 |
Peter A. Strzalkowski | Vice President | Since 2000 |
Arthur P. Steinmetz | President and Principal Executive Officer | Since 2014 |
Jennifer Foxson | Vice President and Chief Business Officer | Since 2014 |
Mary Ann Picciotto | Chief Compliance Officer and Chief AML Officer | Since 2014 |
Brian S. Petersen | Accounting Officer | Since 2016 |
Stephanie Bullington | Assistant Treasurer | Since 2016 |
Julie Burley | Assistant Treasurer | Since 2013 |
James A. Kennedy | Assistant Treasurer | Since 2011 |
Jan Miller | Assistant Treasurer | Since 2013 |
Cynthia Lo Bessette | Secretary and Chief Legal Officer | Since 2016 |
Taylor V. Edwards | Assistant Secretary | Since 2008 |
Randy Legg | Assistant Secretary | Since 2008 |
John Yoder | Assistant Secretary | Since 2016 |
Gloria J. LaFond | Blue Sky Officer | Since 2011 |
Other Information About the Officers of the Fund | |||
Name, Age, Position(s) | Principal Occupation(s) During the Last 5 Years | Portfolios Overseen in Fund Complex | |
Krishna Memani (1960) Vice President | President of the Sub-Adviser (since January 2013); Executive Vice President of the Manager (since January 2014) and Chief Investment Officer of the OppenheimerFunds advisory entities (since January 2014). Chief Investment Officer, Fixed Income of the Sub-Adviser (January 2013-December 2013); Head of the Investment Grade Fixed Income Team of the Sub-Adviser (March 2009-January 2014); Director of Fixed Income of the Sub-Adviser (October 2010-December 2012); Senior Vice President of the Sub-Adviser (March 2009-December 2012) and Senior Vice President of OFI Global Institutional, Inc. (April 2009-December 2012). Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities (June 2006-January 2009). Chief Credit Strategist at Credit Suisse Securities (August 2002-March 2006). Managing Director and Senior Portfolio Manager at Putnam Investments (September 1998-June 2002). | 7 | |
Peter A. Strzalkowski (1965) Vice President | Senior Vice President of the Sub-Adviser (since January 2016); Vice President and Senior Portfolio Manager of the Sub-Adviser (August 2007-January 2016) and co-Team Leader for the Sub-Adviser’s Investment Grade Fixed Income Team (since January 2014). A member of the Sub-Adviser’s Investment Grade Fixed Income Team (April 2009-January 2014). Managing Partner and Chief Investment Officer of Vector Capital Management, LLC, a structured products money management firm he founded, (July 2006-August 2007). Senior Portfolio Manager at Highland Capital Management, L.P. (June 2005-July 2006) and a Senior Fixed Income Portfolio Manager at Microsoft Corp. (June 2003-June 2005). Vice President and Senior Fixed Income Portfolio Manager at First Citizens Bank Trust, Capital Management Group (April 2000-June 2003) and a Vice President and Fixed Income Portfolio Manager at Centura Banks (November 1998-April 2000). | 4 |
Other Information about the Officers of the Fund | ||
Name, Year of Birth, Position(s) | Principal Occupation(s) During the Past 5 Years | Portfolios Overseen in Fund Complex |
Mary Ann Picciotto (1973) Chief Compliance Officer and Chief Anti-Money Laundering Officer | Senior Vice President and Chief Compliance Officer of OFI Global Asset Management, Inc. (since March 2014); Chief Compliance Officer of OppenheimerFunds, Inc., OFI SteelPath, Inc., OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). | 111 |
Jennifer Foxson (1969) Vice President and Chief Business Officer | Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of OppenheimerFunds, Inc. (January 1998-March 2006); Assistant Vice President of OppenheimerFunds, Inc. (October 1991-December 1998). | 111 |
Brian S. Petersen (1970) Treasurer and Principal Financial and Accounting Officer | Senior Vice President of OFI Global Asset Management, Inc. (since January 2017); Vice President of OFI Global Asset Management, Inc. (January 2013-January 2017); Vice President of OppenheimerFunds, Inc. (February 2007-December 2012); Assistant Vice President of OppenheimerFunds, Inc. (August 2002-2007). | 111 |
Stephanie Bullington (1977) Assistant Treasurer | Vice President of OFI Global Asset Management, Inc. (since February 2014); Vice President of OFI Global Asset Management, Inc. (January 2013-September 2013); Vice President of OppenheimerFunds, Inc. (January 2010-December 2012); Assistant Vice President of OppenheimerFunds, Inc. (October 2005-January 2010). | 111 |
Other Information about the Officers of the Fund | ||
Name, Year of Birth, Position(s) | Principal Occupation(s) During the Past 5 Years | Portfolios Overseen in Fund Complex |
Julie Burley (1981) Assistant Treasurer | Vice President of OFI Global Asset Management, Inc. (since October 2013); Previously held the following positions at Deloitte & Touche: Senior Manager (September 2010-October 2013), Manager (September 2008-August 2010), and Audit Senior (September 2005-August 2008). | 111 |
James A. Kennedy (1958) Assistant Treasurer | Senior Vice President of OFI Global Asset Management, Inc. (since January 2013); Senior Vice President of OppenheimerFunds, Inc. (September 2006-December 2012). | 111 |
Jan Miller (1963) Assistant Treasurer | Vice President of OFI Global Asset Management, Inc. (since January 2014); Assistant Vice President of OFI Global Asset Management, Inc. (January 2013-January 2014); Assistant Vice President of OppenheimerFunds, Inc. (2005-December 2012); Assistant Vice President in OppenheimerFunds, Inc.’s Fund Accounting department (November 2004 to March 2006). | 111 |
Cynthia Lo Bessette (1969) Secretary and Chief Legal Officer | Executive Vice President, General Counsel and Secretary of OFI Global Asset Management, Inc. (since February 2016); Senior Vice President and Deputy General Counsel of OFI Global Asset Management, Inc. (March 2015-February 2016); Chief Legal Officer of OppenheimerFunds, Inc. and OppenheimerFunds Distributor, Inc. (since February 2016); Vice President, General Counsel and Secretary of Oppenheimer Acquisition Corp. (since February 2016); General Counsel of OFI SteelPath, Inc., OFI Advisors, LLC and Index Management Solutions, LLC (since February 2016); Chief Legal Officer of OFI Global Institutional, Inc., HarbourView Asset Management Corporation, OFI Global Trust Company, Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Shareholder Services, Inc. and Trinity Investment Management Corporation (since February 2016); Corporate Counsel (February 2012-March 2015) and Deputy Chief Legal Officer (April 2013-March 2015) of Jennison Associates LLC; Assistant General Counsel (April 2008-September 2009) and Deputy General Counsel (October 2009-February 2012) of Lord Abbett & Co. LLC. | 111 |
Taylor V. Edwards (1967) Assistant Secretary | Senior Vice President and Managing Counsel of OFI Global Asset Management, Inc. (since January 2017); Vice President and Senior Counsel of OFI Global Asset Management, Inc. (January 2013-January 2017); Vice President (February 2007-December 2012) and Senior Counsel (February 2012-December 2012) of OppenheimerFunds, Inc.; Associate Counsel (May 2009-January 2012); Assistant Vice President (January 2006-January 2007) and Assistant Counsel (January 2006-April 2009) of OppenheimerFunds, Inc. | 111 |
Randy Legg (1965) Assistant Secretary | Senior Vice President and Managing Counsel of OFI Global Asset Management, Inc. (since January 2018); Vice President and Senior Associate General Counsel of OFI Global Asset Management, Inc. (January 2013-January 2018); Vice President (June 2005-December 2012) and Senior Counsel (March 2011-December 2012) of OppenheimerFunds, Inc.; Associate Counsel (January 2007-March 2011) of OppenheimerFunds, Inc. | 111 |
John Yoder (1975) Assistant Secretary | Vice President and Associate General Counsel of OFI Global Asset Management, Inc. (since January 2013); Vice President and Assistant Counsel (July 2011-December 2012) of OppenheimerFunds, Inc. | 111 |
Gloria J. LaFond (1945) Blue Sky Officer | Assistant Vice President of OFI Global Asset Management, Inc. (since January 2013); Assistant Vice President (January 2006-December 2012) of OppenheimerFunds, Inc. | 111 |
As of December 31, 2017 | ||
Dollar Range of Shares Beneficially Owned in the Fund | Aggregate Dollar Range Of Shares Beneficially Owned in Supervised Funds | |
Independent Trustees | ||
Robert J. Malone | $50,001-$100,000 | Over $100,000 |
As of December 31, 2017 | ||
Andrew J. Donohue | None | Over $100,000 |
Richard F. Grabish | None | Over $100,000 |
Beverly L. Hamilton | None | Over $100,000 |
Victoria J. Herget | None | Over $100,000 |
F. William Marshall, Jr. | $10,001-$50,000 | Over $100,000 |
Karen L. Stuckey | None | Over $100,000 |
James D. Vaughn | None | Over $100,000 |
Interested Trustee | ||
Arthur P. Steinmetz | None | Over $100,000 |
Aggregate Compensation From the Fund1 | Total Compensation From the Fund and Fund Complex2 | |
Name and Other Fund Position(s) (as applicable) | Fiscal Year Ended December 31, 2017 | Year Ended December 31, 2017 |
Robert J. Malone3 Chairman of the Board | $13,972 | $381,000 |
Andrew J. Donohue4 Audit Committee Member | $5,376 | $147,934 |
Richard F. Grabish Governance Committee Chair and Review Committee Member | $10,712 | $292,100 |
Beverly L. Hamilton Governance Committee Member and Review Committee Member | $9,3165 | $254,000 |
Victoria J. Herget Review Committee Chair | $10,712 | $292,100 |
F. William Marshall, Jr. Audit Committee Member | $9,316 | $254,000 |
Karen L. Stuckey Audit Committee Chair and Governance Committee Member | $11,178 | $304,800 |
James D. Vaughn Audit Committee Member and Governance Committee Member | $9,316 | $254,000 |
Name | Address | % Owned | Share Class |
Total Return Bond Fund | |||
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMN | 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 | 12.56% | A |
STATE STREET BANK AND TRUST AS TR AND/OR CUSTODIAN FBO ADP ACCESS | 1 LINCOLN ST BOSTON MA 02111-2901 | 8.66% | A |
EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS | 12555 MANCHESTER RD ST LOUIS MO 63131-3710 | 6.64% | A |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BEN OF CUSTOMERS | 200 LIBERTY STREET ONE WORLD FINANCIAL CENTER ATTN: MUTUAL FUNDS 5TH FLOOR NEW YORK NY 10281-1003 | 5.20% | A |
EDWARD D JONES & CO FOR THE BENEFIT OF CUSTOMERS | 12555 MANCHESTER RD ST LOUIS MO 63131-3710 | 21.44% | B |
PERSHING LLC | 1 PERSHING PLAZA JERSEY CITY NJ 07399-0001 | 5.01% | C |
OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR | ATTN FUND TREASURY 6803 S TUCSON WAY CENTENNIAL CO 80112-3924 | 23.07% | I |
NEW MEXICO: SCHOLARS EDGE | ATTN: OFIPI PO BOX 173691 DENVER CO 80217-3691 | 16.23% | I |
OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR | ATTN FUND TREASURY 6803 S TUCSON WAY CENTENNIAL CO 80112-3924 | 15.57% | I |
OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION | ATTN FUND TREASURY 6803 S TUCSON WAY CENTENNIAL CO 80112-3924 | 15.52% | I |
SEI PRIVATE TRUST COMPANY C/O FROST BANK | ATTN: MUTUAL FUNDS ADMIN. 1 FREEDOM VALLEY DR OAKS PA 19456-9989 | 14.81% | I |
RELIANCE TRUST COMPANY FBO BANCORP SOUTH CC | PO BOX 28004 ATLANTA GA 30358-0004 | 5.33% | I |
STATE STREET BANK AND TRUST AS TR AND/OR CUSTODIAN FBO ADP ACCESS | 1 LINCOLN ST BOSTON MA 02111-2901 | 12.82% | R |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | ATTN FUND ADMN 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 | 10.39% | R |
HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT | ATTN UIT OPERATIONS PO BOX 2999 HARTFORD CT 06104-2999 | 5.57% | R |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS | ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 | 31.91% | Y |
Name | Address | % Owned | Share Class |
PERSHING LLC | 1 PERSHING PLAZA JERSEY CITY NJ 07399-0001 | 13.95% | Y |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS | ATTN FUND ADMN 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 | 11.65% | Y |
WELLS FARGO CLEARING SVCS LLC SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER | 2801 MARKET STREET ST LOUIS MO 63103 | 6.30% | Y |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BEN OF CUSTOMERS | 200 LIBERTY STREET ONE WORLD FINANCIAL CENTER ATTN: MUTUAL FUNDS 5TH FLOOR NEW YORK NY 10281-1003 | 6.07% | Y |
AMERICAN ENTERPRISE INVESTMENT SVC | 707 2ND AVE SOUTH MINNEAPOLIS MN 55402-2405 | 5.60% | Y |
• | If such proposal is not specifically addressed in the Proxy Voting Guidelines, or if the Proxy Voting Guidelines provide discretion to the Manager on how to vote (i.e., on a case-by-case basis), the Manager will vote in accordance with the third-party proxy voting agent’s general recommended guidelines on the proposal provided that the Manager has reasonably determined that there is no conflict of interest on the part of the proxy voting agent. |
• | With respect to such proposal where a portfolio manager has requested that the Manager vote (i) in a manner inconsistent with the Proxy Voting Guidelines, or (ii) if such proposal is not specifically addressed in the Proxy Voting Guidelines, in a manner inconsistent with the third-party proxy voting agent’s general recommended guidelines, the Proxy Voting Committee may determine that such a request is in the best interests of the Fund (and, if applicable, its shareholders) and does not pose an actual material conflict of interest. In making its determination, the Proxy Voting |
Committee may consider, among other things, whether the portfolio manager is aware of the business relationship with the company, and/or is sufficiently independent from the business relationship, and to the Proxy Voting Committee’s knowledge, whether the Manager has been contacted or influenced by the company in connection with the proposal. |
• | The Fund evaluates director nominees on a case-by-case basis, examining the following factors, among others: composition of the board and key board committees, experience and qualifications, attendance at board meetings, corporate governance provisions and takeover activity, long-term company performance, the nominee’s investment in the company, and whether the company or nominee is targeted in connection with public “vote no” campaigns. |
• | The Fund generally supports proposals requiring the position of chairman to be filled by an independent director unless there are compelling reasons to recommend against the proposal such as a counterbalancing governance structure. |
• | The Fund generally supports proposals asking that a majority of directors be independent. The Fund generally supports proposals asking that a board audit, compensation, and/or nominating committee be composed exclusively of independent directors. |
• | The Fund generally votes against shareholder proposals to require a company to nominate more candidates than the number of open board seats. |
• | The Fund generally supports shareholder proposals to reduce a super-majority vote requirement, and opposes management proposals to add a super-majority vote requirement. |
• | The Fund generally supports proposals to allow shareholders the ability to call special meetings. |
• | The Fund generally votes for proposals that remove restrictions on or provide the right of shareholders to act by written consent independently of management taking into account the company’s specific governance provisions including right to call special meetings, poison pills, vote standards, etc. on a case-by-case basis. |
• | The Fund generally votes against proposals to create a new class of stock with superior voting rights. |
• | The Fund generally votes against proposals to classify a board. |
• | The Fund generally supports proposals to eliminate cumulative voting. |
• | The Fund generally votes against proposals to establish a new board committee. |
• | The Fund generally votes on management proposals seeking approval to exchange/reprice options on a case-by-case basis. |
• | The Fund votes on qualified employee stock purchase plans on a case-by-case basis. The Fund generally supports non-qualified employee stock purchase plans that feature broad-based participation, limits on employee contribution, company matching up to 25%, and no discount on the stock price on the date of purchase. |
• | The Fund generally supports transfer stock option (“TSO”) programs, if executive officers and non-employee directors are excluded from participating, if stock options are purchased from third-party financial institutions at a discount to their fair value using option pricing models, and if there is a two-year minimum holding period for sale proceeds. The Fund generally votes against equity plan proposals if the details of ongoing TSO programs are not provided to shareholders. |
• | The Fund generally supports proposals to require majority voting for the election of directors. |
• | The Fund generally supports proposals seeking additional disclosure of executive and director pay information. |
• | The Fund generally supports proposals seeking disclosure regarding the company’s, board’s or committee’s use of compensation consultants. |
• | The Fund generally supports “pay-for-performance” and “pay-for-superior-performance standard” proposals that align a significant portion of total compensation of senior executives to company performance, and generally supports an annual frequency for advisory votes on executive compensation. |
• | The Fund generally supports having shareholder votes on poison pills. |
• | The Fund generally supports proposals calling for companies to adopt a policy of not providing tax gross-up payments. |
• | The Fund votes case-by-case on bonus banking/bonus banking “plus” proposals. |
• | The Fund generally supports proposals calling for companies to adopt a policy of obtaining shareholder approval for golden coffins/executive death benefits. This would not apply to any benefit programs or equity plan proposals for which the broad-based employee population is eligible. |
• | The Fund generally supports proposals to eliminate accelerated vesting of unvested equity awards to senior executives in the event of change in control (except for pro rata vesting considering the time elapsed and attainment of any related performance goals between the award date and the change in control). |
• | In the case of social, political and environmental responsibility issues, the Fund will generally abstain where there could be a detrimental impact on share value or where the perceived value if the proposal was adopted is unclear or unsubstantiated. |
• | The Fund generally supports proposals that would clearly have a discernible positive impact on short- or long-term share value, or that would have a presently indiscernible impact on short- or long-term share value but promotes general long-term interests of the company and its shareholders. |
Fiscal Year Ended 12/31 | Management Fees Paid to the Manager |
2015 | $6,158,970 |
2016 | $7,031,816 |
2017 | $6,641,022 |
• | Other Accounts Managed. In addition to managing the Fund’s investment portfolio, Messrs. Memani and Strzalkowski also manage other investment portfolios and other accounts on behalf of the Sub-Adviser or its affiliates. The following table provides information regarding those other portfolios and accounts as of December 31, 2017. No portfolio or account has an advisory fee based on performance. |
Portfolio Manager | Registered Investment Companies Managed | Total Assets in Registered Investment Companies Managed1 | Other Pooled Investment Vehicles Managed | Total Assets in Other Pooled Investment Vehicles Managed | Other Accounts Managed | Total Assets in Other Accounts Managed2,3 |
Krishna Memani | 7 | $11.47 | 0 | $0 | 1 | $10.22 |
Peter A. Strzalkowski | 4 | $4.78 | 0 | $0 | 0 | $0 |
1. | In billions. |
2. | In millions. |
3. | Does not include personal accounts of portfolio managers and their families, which are subject to the Code of Ethics. |
• | Ownership of Fund Shares. As of December 31, 2017, the Portfolio Manager(s) beneficially owned shares of the Fund as follows: |
Portfolio Manager | Range of Shares Beneficially Owned in the Fund |
Krishna Memani | None |
Peter A. Strzalkowski | $500,001-$1,000,000 |
Fiscal Year Ended 12/31 | Total Brokerage Commissions Paid by the Fund* |
2015 | $65,969 |
2016 | $76,696 |
2017 | $104,740 |
* | Amounts do not include spreads or commissions on principal transactions on a net trade basis. |
Name of Regular Broker or Dealer or Parent of Regular Broker or Dealer | Aggregate Holdings of the Securities of the Issuer as of the Fiscal Year Ended December 31, 2017 |
Bank of America Corporation | $11,157,211 |
Goldman Sachs & Company | $8,266,859 |
J.P. Morgan Securities LLC | $13,446,746 |
CitiGroup Global Markets | $6,738,004 |
Wells Fargo Securities | $6,965,484 |
Barclays Capital Inc. | $5,430,367 |
Deutsche Bank | $4,138,868 |
Class A Front-End Sales Charges | ||
Fiscal Year Ended 12/31: | Aggregate Front-End Sales Charges on Class A Shares | Class A Front-End Sales Charges Retained by Distributor* |
2015 | $698,992 | $198,483 |
2016 | $732,400 | $200,617 |
2017 | $588,769 | $170,439 |
* | Includes amounts retained by a broker-dealer that is an affiliate or a parent of the Distributor. |
Concessions Advanced by Distributor | ||||
Fiscal Year Ended 12/31: | Concessions on Class A Shares Advanced by Distributor* | Concessions on Class B Shares Advanced by Distributor* | Concessions on Class C Shares Advanced by Distributor* | Concessions on Class R Shares Advanced by Distributor* |
2015 | $66,649 | $0 | $117,044 | $17 |
2016 | $32,893 | $0 | $103,786 | $0 |
2017 | $47,984 | $0 | $62,923 | $0 |
* | The Distributor advances concession payments to financial intermediaries for certain sales of Class A shares and for sales of Class B, Class C and Class R shares from its own resources at the time of sale. |
Contingent Deferred Sales Charges | ||||
Fiscal Year Ended 12/31: | Class A Contingent Deferred Sales Charges Retained by Distributor | Class B Contingent Deferred Sales Charges Retained by Distributor | Class C Contingent Deferred Sales Charges Retained by Distributor | Class R Contingent Deferred Sales Charges Retained by Distributor |
2015 | $10,846 | $18,522 | $11,076 | $62 |
2016 | $13,173 | $14,808 | $17,747 | $0 |
2017 | $9,621 | $7,507 | $9,142 | $0 |
• | pays sales concessions to authorized brokers and dealers at the time of sale or as an ongoing concession, |
• | pays the service fees in advance or periodically, as described below, |
• | may finance payment of sales concessions or the advance of the service fee payments to recipients under the Plans, or may provide such financing from its own resources or from the resources of an affiliate, |
• | employs personnel to support distribution of Class B, Class C and Class R shares, |
• | bears the costs of sales literature, advertising and prospectuses (other than those furnished to current shareholders) and certain other distribution expenses, |
• | may not be able to adequately compensate dealers that sell Class B, Class C and Class R shares without receiving payment under the Plans and therefore may not be able to offer such Classes for sale absent the Plans, |
• | receives payments under the Plans consistent with the service and distribution fees paid by other non-proprietary funds that charge 12b-1 fees, |
• | may use the payments under the Plan to include the Fund in various third-party distribution programs that might increase sales of Fund shares, |
• | may experience increased difficulty selling the Fund’s shares if Plan payments were discontinued, because most competitor funds have plans that pay dealers as much or more for distribution services than the amounts currently being paid by the Fund, and |
• | may not be able to continue providing the same quality of distribution efforts and services, or to obtain such services from brokers and dealers, if Plan payments were discontinued. |
Distribution and Service Fees Paid to the Distributor for the Fiscal Year Ended 12/31/17 | |||||
Class | Total Payments Under Plan | Amount Retained by Distributor | Amount Paid to Affiliate | Distributor’s Aggregate Unreimbursed Expenses Under Plan | Distributor’s Unreimbursed Expenses as % of Net Assets of Class |
Class B Plan | $31,319 | $23,966 | $447 | $971,418 | 63.25% |
Class C Plan | $1,161,212 | $112,236 | $28,308 | $6,108,391 | 5.56% |
Class R Plan | $319,579 | $39,156 | $11,860 | $3,691,126 | 5.98% |
1. | Payments made by the Fund, or by an investor buying or selling shares of the Fund, including: |
• | an initial front-end sales charge, all or a portion of which is payable by the Distributor to financial intermediaries (see the “More About Your Account” section in the Fund’s prospectus); and |
• | ongoing asset-based distribution and/or service fees (described in the section “Distribution and Service Arrangements - Distribution and Service (12b-1) Plans” above). |
2. | Payments made by the Transfer Agent or Sub-Transfer Agent to financial intermediaries, to compensate or reimburse them for services provided, such as sub-transfer agency services for shareholders or retirement plan participants, omnibus accounting or sub-accounting, participation in networking arrangements, operational and recordkeeping and other administrative services. These payments are made out of the Transfer Agent’s or Sub-Transfer Agent’s own resources and/or assets, including from the revenues or profits derived from the transfer agency fees the Transfer Agent receives from the Fund. |
3. | In addition, the Sub-Adviser or Distributor may, at their discretion, make the following types of payments from their own resources and/or assets, including from the revenues or profits derived from the advisory fees the Sub-Adviser receives from the Manager for sub-advisory services on behalf of the Fund. Payments are made based on the guidelines established by the Sub-Adviser and Distributor, subject to applicable law. These payments are often referred to as “revenue sharing” payments, and may include, but are not limited to: |
• | compensation for marketing or promotional support, support provided in offering shares in the Fund or other Oppenheimer funds through certain trading platforms and programs, and other promotional or marketing services; and |
• | other compensation, to the extent the payment is not prohibited by law or by any self-regulatory agency, such as FINRA. |
4. | The Distributor may also provide, accept and/or cover the cost of certain non-cash compensation items, subject to internal policies and applicable FINRA regulations. |
• | charges for setting up access for the Fund or other Oppenheimer funds on particular trading systems; |
• | marketing, promotional support and program support, such as expenses related to including the Oppenheimer funds in retirement plans, college savings plans, fee-based advisory or wrap fee-based programs, fund “supermarkets,” bank or trust company products or insurance companies’ variable annuity or variable life insurance products; |
• | placement on the dealer’s list of offered funds; |
• | providing representatives of the Distributor with access to a financial intermediary’s sales meetings, sales representatives and management representatives; or |
• | firm support, which may include, but is not limited to, business planning assistance, “due diligence” or training meetings, advertising, or educating a financial intermediary’s sales personnel about the Oppenheimer funds. |
• | Equity securities (both U.S. and foreign) traded on a securities exchange are valued based on the official closing price on the principal exchange on which the security is traded, prior to when the Fund’s assets are valued. If the official closing price is unavailable, the security is valued at the last sale price on the principal exchange on which it is traded. If neither the official closing price nor the last sales price is available, the security is valued based on prices derived from bid and/or asked quotes from the exchange or broker-dealers or at fair value. |
• | Fixed Income securities (both U.S. and foreign and including corporate, government and municipal or tax-exempt securities), event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices as determined by a pricing |
service or by utilizing evaluated prices provided by third party pricing services who may use matrix pricing methods to determine the evaluated prices. Standard inputs generally considered by third-party pricing vendors include, but are not limited to, reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, as well as other factors. Pricing services generally price fixed income securities assuming orderly transactions of an institutional “round lot” size, but some Fund trades may occur in smaller, “odd lot” sizes, sometimes at lower prices than institutional round lot trades. If a security cannot be valued in the manner stated above, the security is valued based on information derived from bid and/or asked prices for round lots from broker-dealers. If a fixed income security with a remaining maturity of 60 days or less cannot be valued in the manner stated above, the security is valued at cost adjusted by the amortization of discount or premium to maturity. | |
• | Exchange-traded derivatives (other than futures and futures options) are valued at the last sale price on their principal exchange. If the exchange-traded derivative cannot be valued at the last sale price, it is valued at the mean between the closing bid and asked prices on the exchange. Futures and futures options traded on an exchange are generally valued at the official settlement price on their principal exchange. Over-the-counter (OTC) derivatives (other than a forward currency exchange contract) are valued by a pricing service or if a value from the pricing service is not available, by one or more prices from dealers, which may be or include the counterparty to the derivative transaction. |
• | Shares of an investment company or a fund’s wholly-owned subsidiary (if applicable) that are not traded on an exchange and shares of OFI Global China Fund LLC are valued at their NAV per share. |
1. | state the reason for the distribution; |
2. | if the distribution is premature, state the owner’s awareness of tax penalties; and |
3. | conform to the requirements of the plan and the Fund’s other redemption requirements. |
• | An initial sales charge was paid on the redeemed Class A shares or a Class A CDSC was paid when the shares were redeemed; or |
• | The Class B CDSC was paid on the redeemed Class B shares. |
• | income from certain taxable investments (such as certificates of deposit, repurchase agreements, commercial paper and obligations of the U.S. government, or its agencies and instrumentalities) or from bonds or other debt obligations; |
• | income from loans of portfolio securities; |
• | income or gains from certain options or futures; |
• | any net short-term capital gain; |
• | any market discount accrual on tax-exempt bonds; and |
• | certain foreign currency gains. |
• | The likelihood of payment-the capacity and willingness of the obligor to meet its financial commitments on an obligation in accordance with the terms of the obligation; |
• | The nature of and provisions of the financial obligation and the promise we impute; |
• | The protection afforded by, and relative position of, the financial obligation in the event of a bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights. |
• | Amortization schedule-the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
• | Source of payment-the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
i. | the selective payment default on a specific class or currency of debt; |
ii. | the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation; |
iii. | the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; ordinary execution of a distressed debt exchange on one or more material financial obligations. |
1. | For certain structured finance, preferred stock and hybrid securities in which payment default events are either not defined or do not match investors’ expectations for timely payment, long-term and short-term ratings reflect the likelihood of impairment and financial loss in the event of impairment. |
2. | Supranational institutions and central banks that hold sovereign debt or extend sovereign loans, such as the IMF or the European Central Bank, may not always be treated similarly to other investors and lenders with similar credit exposures. Long-term and short-term ratings assigned to obligations held by both supranational institutions and central banks, as well as other investors, reflect only the credit risks faced by other investors unless specifically noted otherwise. |
3. | Like other global scale ratings, (sf) ratings reflect both the likelihood of a default and the expected loss suffered in the event of default. Ratings are assigned based on a rating committee’s assessment of a security’s expected loss rate (default probability multiplied by expected loss severity), and may be subject to the constraint that the final expected loss rating assigned would not be more than a certain number of notches, typically three to five notches, above the rating that would be assigned based on an assessment of default probability alone. The magnitude of this constraint may vary with the level of the rating, the seasoning of the transaction, and the uncertainty around the assessments of expected loss and probability of default. |
(a) | (i) | Agreement and Declaration of Trust dated 8/15/12: Previously filed with Registrant’s Post-Effective Amendment No. 57, (8/21/12), and incorporated herein by reference. |
(ii) | Schedule A to the Agreement and Declaration of Trust, as amended 11/8/17: Previously filed with Registrant’s Post-Effective Amendment No. 72, (2/2/18), and incorporated herein by reference. | |
(b) | By-Laws dated 8/15/12: Previously filed with Registrant’s Post-Effective Amendment No. 57, (8/21/12), and incorporated herein by reference. | |
(c) | (i) | Article V of the Agreement and Declaration of Trust: Previously filed with Registrant’s Post-Effective Amendment No. 57, (8/21/12), and incorporated herein by reference. |
(ii) | Article II of the By-Laws: Previously filed with Registrant’s Post-Effective Amendment No. 57, (8/21/12), and incorporated herein by reference. | |
(d) | (i) | Amended and Restated Investment Advisory Agreement for Oppenheimer Total Return Bond Fund dated 6/1/17: Filed herewith. |
(ii) | Investment Sub-Advisory Agreement for Oppenheimer Total Return Bond Fund dated 6/1/17: Filed herewith. | |
(iii) | Investment Advisory Agreement for Oppenheimer Global Unconstrained Bond Fund dated 8/23/17: Previously filed with Registrant’s Post-Effective Amendment No. 69, (12/8/17), and incorporated herein by reference. | |
(iv) | Investment Sub-Advisory Agreement for Oppenheimer Global Unconstrained Bond Fund dated 8/23/17: Previously filed with Registrant’s Post-Effective Amendment No. 69, (12/8/17), and incorporated herein by reference. | |
(v) | Investment Advisory Agreement for Oppenheimer Preferred Securities and Income Fund dated 11/8/17: Previously filed with Registrant’s Post-Effective Amendment No. 72, (2/2/18), and incorporated herein by reference. | |
(vi) | Investment Sub-Advisory Agreement for Oppenheimer Preferred Securities and Income Fund dated 11/8/17: Previously filed with Registrant’s Post-Effective Amendment No. 72, (2/2/18), and incorporated herein by reference. | |
(e) | (i) | General Distributor's Agreement for Oppenheimer Total Return Bond Fund dated 10/13/92: Previously filed with Registrant's Post-Effective Amendment No. 17, (2/26/93), and refiled pursuant to Item 102 of Regulation S-T with Registrant’s Post-Effective Amendment No. 23, (4/28/95), and incorporated herein by reference. |
(ii) | General Distributor's Agreement for Oppenheimer Global Unconstrained Bond Fund dated 8/23/17: Previously filed with Registrant’s Post-Effective Amendment No. 69, (12/8/17), and incorporated herein by reference. | |
(iii) | General Distributor's Agreement for Oppenheimer Preferred Securities and Income Fund dated 11/8/17: Previously filed with Registrant’s Post-Effective Amendment No. 72, (2/2/18), and incorporated herein by reference. | |
(iv) | Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference. |
(v) | Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference. | |
(vi) | Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference. | |
(vii) | Form of Trust Company Fund/SERV Purchase Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), (10/26/01), and incorporated herein by reference. | |
(viii) | Form of Trust Company Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference. | |
(f) | Form of Oppenheimer Funds Compensation Deferral Plan, As Amended and Restated Effective 1/1/08: Previously filed with Post-Effective Amendment No. 2 to the Registration Statement of Oppenheimer Portfolio Series Fixed Income Active Allocation Fund (Reg. No. 333-146105), (5/29/09), and incorporated herein by reference. | |
(g) | (i) | Global Custody Agreement dated 8/16/02, as amended: Previously filed with Post-Effective Amendment No. 51 to the Registration Statement of Oppenheimer Capital Appreciation Fund (Reg. No. 2-69719), (10/23/06), and incorporated herein by reference. |
(ii) | Form of Amendment to the Global Custody Agreement: Previously filed with Registrant’s Post-Effective Amendment No. 72, (2/2/18), and incorporated herein by reference. | |
(h) | Not applicable. | |
(i) | (i) | Opinion and Consent of Counsel for Oppenheimer Total Return Bond Fund dated 8/21/12: Previously filed with Registrant’s Post-Effective Amendment No. 57, (8/21/12), and incorporated herein by reference. |
(ii) | Opinion of Delaware Counsel for Oppenheimer Total Return Bond Fund dated 8/21/12: Previously filed with Registrant’s Post-Effective Amendment No. 57, (8/21/12), and incorporated herein by reference. | |
(iii) | Opinion and Consent of Counsel for Oppenheimer Global Unconstrained Bond Fund: Previously filed with Registrant’s Post-Effective Amendment No. 70, (1/9/18), and incorporated herein by reference. | |
(iv) | Opinion of Delaware Counsel for Oppenheimer Global Unconstrained Bond Fund: Previously filed with Registrant’s Post-Effective Amendment No. 70, (1/9/18), and incorporated herein by reference. | |
(v) | Opinion and Consent of Counsel for Oppenheimer Preferred Securities and Income Fund: Previously filed with Registrant’s Post-Effective Amendment No. 72, (2/2/18), and incorporated herein by reference. | |
(vi) | (vi) Opinion of Delaware Counsel for Oppenheimer Preferred Securities and Fund: Previously filed with Registrant’s Post-Effective Amendment No. 72, (2/2/18), and incorporated herein by reference. | |
(j) | Independent Registered Public Accounting Firm’s Consent: Filed herewith. | |
(k) | Not applicable. | |
(l) | Not applicable. | |
(m) | (i) | Amended and Restated Service Plan and Agreement for Class A shares of Oppenheimer Total Return Bond Fund dated 6/30/11: Previously filed with Registrant’s Post-Effective Amendment No. 55, (4/26/12), and incorporated herein by reference. |
(ii) | Amended and Restated Distribution and Service Plan and Agreement for Class B shares of Oppenheimer Total Return Bond Fund dated 6/30/11: Previously filed with Registrant’s Post-Effective Amendment No. 55, (4/26/12), and incorporated herein by reference. | |
(iii) | Amended and Restated Distribution and Service Plan and Agreement for Class C shares of Oppenheimer Total Return Bond Fund dated 6/30/11: Previously filed with Registrant’s Post-Effective Amendment No. 55, (4/26/12), and incorporated herein by reference. |
(iv) | Amended and Restated Distribution and Service Plan and Agreement for Class N shares of Oppenheimer Total Return Bond Fund dated 6/30/11: Previously filed with Registrant’s Post-Effective Amendment No. 55, (4/26/12), and incorporated herein by reference. | |
(v) | Service Plan and Agreement for Class A shares of Oppenheimer Global Unconstrained Bond Fund dated 8/23/17: Previously filed with Registrant’s Post-Effective Amendment No. 69, (12/8/17), and incorporated herein by reference. | |
(vi) | Service Plan and Agreement for Class T shares of Oppenheimer Global Unconstrained Bond Fund dated 8/23/17: Previously filed with Registrant’s Post-Effective Amendment No. 69, (12/8/17), and incorporated herein by reference. | |
(vii) | Distribution and Service Plan and Agreement for Class C shares of Oppenheimer Global Unconstrained Bond Fund dated 8/23/17: Previously filed with Registrant’s Post-Effective Amendment No. 69, (12/8/17), and incorporated herein by reference. | |
(viii) | Distribution and Service Plan and Agreement for Class R shares of Oppenheimer Global Unconstrained Bond Fund dated 8/23/17: Previously filed with Registrant’s Post-Effective Amendment No. 69, (12/8/17), and incorporated herein by reference. | |
(ix) | Service Plan and Agreement for Class A shares of Oppenheimer Preferred Securities and Income Fund dated 11/8/17: Previously filed with Registrant’s Post-Effective Amendment No. 72, (2/2/18), and incorporated herein by reference. | |
(x) | Service Plan and Agreement for Class T shares of Oppenheimer Preferred Securities and Income Fund dated 11/8/17: Previously filed with Registrant’s Post-Effective Amendment No. 72, (2/2/18), and incorporated herein by reference. | |
(xi) | Distribution and Service Plan and Agreement for Class C shares of Oppenheimer Preferred Securities and Income Fund dated 11/8/17: Previously filed with Registrant’s Post-Effective Amendment No. 72, (2/2/18), and incorporated herein by reference. | |
(xii) | Distribution and Service Plan and Agreement for Class R shares of Oppenheimer Preferred Securities and Income Fund dated 11/8/17: Previously filed with Registrant’s Post-Effective Amendment No. 72, (2/2/18), and incorporated herein by reference. | |
(n) | Oppenheimer Funds Multiple Class Plan Pursuant to Rule 18f-3: Previously filed with Post-Effective Amendment No. 1 to the Registration Statement of Oppenheimer Global High Yield Fund (Reg. No. 333-176889), (9/25/14), and incorporated herein by reference. | |
(o) | Power of Attorney dated 8/22/17 for all Trustees and Officers: Previously filed with Post-Effective Amendment No. 7 to the Registration Statement of Oppenheimer Main Street Small Cap Fund (Reg. No. 333-186810), (8/25/17), and incorporated herein by reference. | |
(p) | Code of Ethics of the Oppenheimer Funds, OFI Global Asset Management, Inc., OFI SteelPath, Inc., OFI Advisors, LLC, OppenheimerFunds, Inc. (including certain other affiliates and subsidiaries) and OppenheimerFunds Distributor, Inc., effective as of 5/26/16, under Rule 17j-1 of the Investment Company Act of 1940: Previously filed with Post-Effective Amendment No. 18 to the Registration Statement of Oppenheimer Portfolio Series (Reg. No. 333-121449), (5/25/16), and incorporated herein by reference. |
(a) | OFI Global Asset Management, Inc. (the “Manager”) is the manager of the Registrant. The information required by this Item 31 about officers and directors of the Manager, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Form ADV, filed by the Manager pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-76771). |
(b) | OppenheimerFunds, Inc. (the “Sub-Adviser”) provides advisory services to the Registrant. The information required by this Item 31 about officers and directors of the Sub-Adviser, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Form ADV, filed by the Sub-Adviser pursuant to the Investment Advisers Act of 1940 (SEC File No. 801-8253). |
(a) | OppenheimerFunds Distributor, Inc. is the Distributor of the Registrant’s shares. It is also the Distributor of each of the registered open-end investment companies listed below and for MassMutual Institutional Funds. |
(b) | The directors and officers of the Registrant’s principal underwriter are: |
Name & Principal Business Address | Position & Office with Underwriter | Position and Office with Registrant |
Ryan Adam(2) | Vice President | None |
Rina M. Aligaen(2) | Assistant Vice President | None |
Anthony P. Allocco(2) | Assistant Vice President | None |
Joseph M. Allyn(1) | Vice President | None |
Nicole Andersen(2) | Assistant Vice President | None |
Charles F. Anderson(1) | Vice President | None |
Matthew J. Auer(2) | Vice President | None |
Kevin K. Babikian(2) | Assistant Secretary | None |
Anthony E. Bamonte(2) | Vice President | None |
James P. Barker(2) | Vice President | None |
Todd M. Barney(1) | Vice President | None |
Marina O. Barskaya(2) | Assistant Vice President | None |
Blake M. Bass(1) | Vice President | None |
Leslie A. Bednar(2) | Assistant Vice President | None |
Kathleen M. Beichert(1) | Senior Vice President | None |
Kimberly A. Belsole(2) | Vice President | None |
Rocco Benedetto(2) | Senior Vice President | None |
Ibrahim S. Berete(2) | Assistant Vice President | None |
Emanuele S. Bergagnini(2) | Vice President | None |
Christopher E. Bergeron(2) | Vice President | None |
Rhea M. Berglund(1) | Vice President | None |
Rick D. Bettridge(2) | Vice President | None |
Kamal Bhatia(2) | Senior Vice President | None |
Adam L. Bilmes(2) | Vice President | None |
Paul G. Blease(2) | Senior Vice President | None |
Name & Principal Business Address | Position & Office with Underwriter | Position and Office with Registrant |
Carolyn Boccaccio(2) | Vice President | None |
Maria T. Boingeanu(2) | Assistant Vice President | None |
Nancy S. Bong(2) | Vice President | None |
Christina G. Boris(2) | Vice President | None |
David A. Borrelli(2) | Senior Vice President | None |
Jeffrey R. Botwinick(2) | Vice President | None |
Sarah M. Bourgraf(1) | Vice President | None |
Matthew Brady(2) | Assistant Vice President | None |
Ashish N. Braganza(2) | Senior Vice President | None |
Reginald J. Breaux(1) | Vice President | None |
Joshua H. Broad(2) | Vice President | None |
Kenneth S. Brodsky(2) | Senior Vice President | None |
Garrett Brookes(1) | Assistant Vice President | None |
Gregory L. Brown(2) | Vice President | None |
Matthew G. Brown(1) | Vice President | None |
Paul T. Brunswick(2) | Vice President | None |
Ryan M. Buckley(2) | Vice President | None |
Megan R. Byrne(2) | Assistant Vice President | None |
Jason A. Campisi(2) | Vice President | None |
Tara Carbonneau(1) | Vice President | None |
Sean T. Carey(2) | Vice President | None |
Robert M. Caruso(2) | Vice President | None |
Rick A. Casagrande(2) | Assistant Vice President | None |
Thomas M. Caulfield(1) | Vice President | None |
Stephane C. Chevrier(2) | Vice President | None |
Michael G. Chewning(1) | Vice President | None |
Donelle L. Chisolm(2) | Vice President | None |
Andrew S. Chonofsky(2) | Senior Vice President | None |
Angelanto L. Ciaglia(2) | Vice President | None |
Steven F. Cinquino(2) | Assistant Vice President | None |
Nicholas A. Cirbo(1) | Vice President | None |
John S. Clark(2) | Senior Vice President | None |
Adam M. Cohen(2) | Vice President | None |
Ryan J. Coleman(1) | Vice President | None |
Ellen L. Comisar(2) | Vice President | None |
Serina Copanas(2) | Vice President | None |
John H. Corcoran(2) | Vice President | None |
Cameron T. Cowden(2) | Vice President | None |
Neev Crane(2) | Vice President | None |
Michael Daley(2) | Vice President | None |
Edward Dane(2) | Senior Vice President | None |
Jeffrey N. Davis(3) | Vice President | None |
Name & Principal Business Address | Position & Office with Underwriter | Position and Office with Registrant |
Stephen D. Degnan(2) | Vice President | None |
Ivan A. DelRio(2) | Vice President | None |
Richard E. DeMarco(2) | Assistant Vice President | None |
Michael R. Dennehy(2) | Vice President | None |
Michelle D. DeWitt(2) | Vice President | None |
Vincent Dipaolo(1) | Vice President | None |
Franco Ditri(2) | Assistant Vice President | None |
Stephen P. Donovan(1) | Vice President | None |
Robert U. Duffey(2) | Vice President | None |
Robert B. Dunphy(2) | Vice President | None |
Gabrielle M. Dupont-Madinier(2) | Assistant Vice President | None |
Peter G. Egginton(2) | Vice President | None |
Wendy Hetson Ehrlich(2) | Vice President | None |
Paul F. Eisenhardt(2) | Senior Vice President | None |
Kyle C. Elliott(2) | Vice President | None |
Rickey C. Ernzen(3) | Vice President | None |
Michael J. Eustic(2) | Vice President | None |
Gregg A. Everett(2) | Vice President | None |
George R. Fahey(1) | Senior Vice President | None |
Jason E. Farrell(2) | Vice President | None |
Kristie M. Feinberg(2) | Assistant Treasurer | None |
Jessica M. Fernandez(2) | Vice President | None |
Josean Y. Fernandez(2) | Vice President | None |
Michael A. Ferrer(2) | Vice President | None |
Jonathan Ferris(2) | Assistant Vice President | None |
Nicole Filingeri(2) | Vice President | None |
Tristan A. Fischer(2) | Vice President | None |
John Fortuna(2) | Senior Vice President | None |
Mark D. Foster(1) | Vice President | None |
Valeri L. Fox(2) | Vice President | None |
Jennifer L. Foxson(2) | Secretary | Vice President and Chief Business Officer |
George P. Fraser(1) | Vice President | None |
Victoria K. Frey(1) | Assistant Vice President | None |
Alice K. Fricke(2) | Vice President | None |
William L. Friebel(2) | Vice President | None |
Joseph T. Friedman(1) | Vice President | None |
Kellen G. Frye(2) | Vice President | None |
Dominique Z. Gabriel(2) | Assistant Vice President | None |
Kathryn T. Gallo(2) | Vice President | None |
Charlotte A. Gardner(1) | Vice President | None |
Christopher R. Gaudio(2) | Vice President | None |
Jay Gentry(1) | Senior Vice President | None |
Name & Principal Business Address | Position & Office with Underwriter | Position and Office with Registrant |
Dina Ghanbarzadeh(2) | Assistant Vice President | None |
Nancy J. Girondo(2) | Vice President | None |
Jill E. Glazerman(2) | Senior Vice President | None |
Justin A. Goldstein(2) | Vice President | None |
Michael H. Gottesman(2) | Senior Vice President | None |
Raquel Granahan(2) | Senior Vice President | None |
Justin P. Grant(2) | Assistant Vice President | None |
Anthony Greco(2) | Assistant Vice President | None |
Samuel J. Groban(2) | Vice President | None |
Vincent E. Grogan(2) | Senior Vice President | None |
Eric M. Grossjung(2) | Vice President | None |
Seth E. Guenther(1) | Assistant Vice President | None |
Michael D. Guman(2) | Vice President | None |
Joseph B. Gunderson(2) | Vice President | None |
Mahrukh Hameed(2) | Assistant Vice President | None |
LeaAnna M. Hartman(1) | Vice President | None |
Stacia E. Hatfield(2) | Vice President | None |
Alexander D. Hayes(2) | Vice President | None |
Petter A. Hellstrom-Bialek(1) | Vice President | None |
Richard N. Henn(2) | Senior Vice President | None |
Nicholas M. Henry(2) | Vice President | None |
Nicole M. Pretzel Holahan(2) | Vice President | None |
Heather L. Holliday-Smith(1) | Assistant Vice President | None |
Eric D. Holquist(2) | Vice President | None |
Timothy B. Horsburgh(2) | Vice President | None |
Nicole J. Hudson(2) | Assistant Vice President | None |
Brian F. Husch(2) | Vice President | None |
Keith P. Hylind(2) | Vice President | None |
Vincent R. Iacono(2) | Vice President | None |
Jason F. Israel(2) | Assistant Vice President | None |
Christopher Ivezic(2) | Vice President | None |
Michael C. Jamison(1) | Vice President | None |
Nickie J. Jacobs(1) | Assistant Vice President | None |
Shonda R. Jaquez(2) | Vice President | None |
Allyson M. Jarecky-Freitag(2) | Vice President | None |
Daniel C. Jarema(1) | Vice President | None |
Robert T. Jason(1) | Vice President | None |
Sarah J. Joyce(2) | Assistant Vice President | None |
Wylie D. Kain(2) | Vice President | None |
Sachin Kambli(2) | Assistant Vice President | None |
Annie V. Kang(2) | Vice President | None |
Assaf Kedem (2) | Assistant Vice President | None |
Name & Principal Business Address | Position & Office with Underwriter | Position and Office with Registrant |
Geoffrey M. Keller(1) | Vice President | None |
Scott R. Kelley(1) | Vice President | None |
Gregory Kelly(2) | Vice President | None |
Brian P. Kiley(2) | Senior Vice President | None |
Susan Kim(2) | Assistant Vice President | None |
Matthew J. Kissane(2) | Assistant Vice President | None |
Jeffrey Klebanoff(2) | Vice President | None |
Melissa M. Kretschmer(2) | Assistant Vice President | None |
Eric J. Kristenson(2) | Vice President | None |
Stanford L. Kutler(2) | Senior Vice President | None |
David T. Kuzia(1) | Vice President | None |
Michael S. La Tona(2) | Vice President | None |
Lisa Lamentino(2) | Vice President | None |
Thomas M. Landhauser(2) | Vice President | None |
Brian Landy(2) | Assistant Vice President | None |
Laura L. Lawson(2) | Vice President | None |
Daniel J. Lee(2) | Vice President | None |
Eric Lee(2) | Assistant Vice President | None |
Talley D. Leger(2) | Vice President | None |
John P. Leonard(2) | Vice President | None |
Brian S. Levitt(2) | Senior Vice President | None |
Jesse E. Levitt(2) | Vice President | None |
Craig M. Lieb(2) | Vice President | None |
Lorna A. Lindquist(2) | Vice President | None |
Malissa B. Lischin(2) | Vice President | None |
Susan List(2) | Assistant Vice President | None |
Terrie P. Liu(1) | Assistant Vice President | None |
Cynthia Lo Bessette(2) | Chief Legal Officer | Secretary and Chief Legal Officer |
Gordon C. Loetz(2) | Vice President | None |
Christina J. Loftus(2) | Senior Vice President | None |
David P. Lolli(2) | Assistant Vice President | None |
Thomas Loncar(2) | Vice President | None |
Inna London-Ikhilov(2) | Assistant Vice President | None |
David A. Long(1) | Assistant Vice President | None |
John Luiz(2) | Vice President | None |
Lia L. Lundgren(1) | Vice President | None |
Brian Lynch(2) | Assistant Vice President | None |
Joseph M. Macaluso(2) | Assistant Vice President | None |
John W. Mackey(2) | Vice President | None |
Peter K. Maddox(2) | Vice President | None |
Salvatore Maia(2) | Assistant Vice President | None |
Michael J. Malik(2) | Vice President | None |
Name & Principal Business Address | Position & Office with Underwriter | Position and Office with Registrant |
Joseph C. Marich(2) | Vice President | None |
Natalie Marin(2) | Vice President | None |
Michael A. Marino(2) | Assistant Vice President | None |
Todd A. Marion(2) | Vice President | None |
Sheila M. Masley(1) | Assistant Vice President | None |
Katarina Maxianova(2) | Vice President | None |
Clare C. Mazur(2) | Vice President | None |
David B. Mazza (2) | Senior Vice President | None |
Peter J. McCarthy(1) | Vice President | None |
Robert D. McClure(2) | Vice President | None |
Ryan T. McCormack(2) | Assistant Vice President | None |
Amanda M. McDonald(2) | Assistant Vice President | None |
John C. McDonough(2) | Chairman, Chief Executive Officer, President & Director | None |
Matthew S. McGee(1) | Vice President | None |
Kent R. McGlincy(1) | Assistant Vice President | None |
Kent C. McGowan(2) | Vice President | None |
Courtney McGrory(2) | Vice President | None |
Simon A. McKay(2) | Vice President | None |
Philip J. McKeon(2) | Assistant Vice President | None |
William J. McNamara(2) | Vice President | None |
Christopher S. Mechem(2) | Vice President | None |
Brian F. Medina(1) | Vice President | None |
Gregory E. Mehok(2) | Vice President | None |
Daniel P. Melehan(2) | Vice President | None |
Izaak Mendelson(2) | Vice President | None |
Ariella Menegon(2) | Assistant Vice President | None |
Debbie S. Michaelson(1) | Vice President | None |
David B. Miller(2) | Vice President | None |
Peter L. Mintzberg(2) | Executive Vice President | None |
Clint T. Modler(1) | Senior Vice President | None |
Laurence A. Molinelli(2) | Assistant Vice President | None |
Thomas J. Montefinise(2) | Assistant Vice President | None |
Brandon D. Moore(1) | Vice President | None |
Rian Morrissey(1) | Vice President | None |
James F. Mugno(2) | Vice President | None |
Matthew D. Mulcahy(2) | Vice President | None |
Wendy J. Murray(2) | Vice President | None |
Keith D. Myers(1) | Assistant Vice President | None |
Kyle Najarian(1) | Vice President | None |
Christina M. Nasta(2) | Senior Vice President | None |
Kevin R. Neznek(2) | Senior Vice President | None |
Name & Principal Business Address | Position & Office with Underwriter | Position and Office with Registrant |
Edward J. Nini(2) | Senior Vice President | None |
Nichola L. Noriega(2) | Vice President | None |
Peter J. Novak(2) | Senior Vice President | None |
Ryan P. O’Carroll(2) | Vice President | None |
Timothy J. O’Connell(2) | Vice President | None |
Patricia O’Connor(2) | Vice President | None |
Tony D. Oh(1) | Treasurer | None |
Ronald M. Ongaro(2) | Assistant Vice President | None |
Leonard J. Oremland(2) | Senior Vice President | None |
Leonar G. Palao(2) | Assistant Vice President | None |
Bruce Palm(2) | Vice President | None |
Alan I. Panzer(2) | Vice President | None |
Andrew Y. Park(1) | Vice President | None |
Maria Paster(2) | Vice President | None |
Ashley B. Patten(1) | Vice President | None |
Lori L. Penna (2) | Vice President | None |
Andrew J. Petersen(1) | Vice President | None |
Daniel J. Petter(2) | Vice President | None |
David M. Pfeffer(2) | Director & Chief Financial Officer | None |
Patrick A. Phalon(2) | Vice President | None |
Andrew W. Phillips(1) | Vice President | None |
Piers A. Platt(2) | Vice President | None |
Scott A. Porter(2) | Assistant Vice President | None |
Yunchang Qiu(2) | Senior Vice President | None |
Michael E. Quinn(2) | Vice President | None |
Michael D. Rabin(2) | Vice President | None |
Michael A. Radon(2) | Assistant Vice President | None |
Richard E. Rath(2) | Vice President | None |
William J. Raynor(2) | Vice President | None |
Brenna D. Rhone(2) | Assistant Vice President | None |
James T. Robinson(1) | Vice President | None |
Ian M. Roche(2) | Vice President | None |
Jason D. Roche(2) | Vice President | None |
Adam T. Rochlin(2) | Senior Vice President | None |
Michael A. Rock(2) | Vice President | None |
Rachel S. Rodgers(2) | Assistant Vice President | None |
Philip Rolleri(2) | Assistant Vice President | None |
Michael J. Roman(2) | Assistant Vice President | None |
Megan P. Rosenblum(2) | Vice President | None |
Francis W. Ross(1) | Vice President | None |
Jonathan J. Ross(2) | Vice President | None |
Kristen M. Ross(2) | Assistant Vice President | None |
Name & Principal Business Address | Position & Office with Underwriter | Position and Office with Registrant |
Adrienne M. Ruffle(2) | Vice President | None |
Thomas F. Sabow(2) | Vice President | None |
Gary Salerno(2) | Assistant Vice President | None |
Gary J. Sanchez(1) | Vice President | None |
John C. Saunders(2) | Senior Vice President | None |
Alex C. Schardt(2) | Vice President | None |
Thomas J. Schmitt(2) | Vice President | None |
Erik M. Schneberger (2) | Senior Vice President | None |
William A. Schories(2) | Vice President | None |
Patrick L. Scorzelli(2) | Vice President | None |
Jeffrey D. Sharon(2) | Vice President | None |
Rahul N. Shah(2) | Assistant Vice President | None |
Faiza Sikander(2) | Assistant Vice President | None |
Jessica A. Skolnick(2) | Assistant Vice President | None |
Bryant B. Smith(2) | Vice President | None |
Timothy F. Smith(2) | Assistant Vice President | None |
Mark C. Sokoloff(2) | Assistant Vice President | None |
Haley M. Sorenson(1) | Vice President | None |
John A. Spensley(2) | Vice President | None |
Timothy J. Spitz(2) | Vice President | None |
Alfred O. St. John(2) | Vice President | None |
Jesse T. Stackland-Winterer(2) | Vice President | None |
Keith S. Stecker(2) | Assistant Vice President | None |
Bryan D. Stein(2) | Vice President | None |
Joseph D. Stellato(2) | Vice President | None |
Benjamin A. Stewart(2) | Senior Vice President | None |
Wayne C. Strauss(2) | Vice President | None |
Matthew C. Straut(2) | Senior Vice President | None |
Maureen Sullivan | Assistant Vice President | None |
Ryan P. Sullivan(2) | Assistant Vice President | None |
Brian C. Summe(2) | Vice President | None |
Michael E. Sussman(2) | Vice President | None |
George T. Sweeney(2) | Senior Vice President | None |
Adam L. Tabor(2) | Vice President | None |
Leo P. Tallon(2) | Vice President | None |
Laura B. Taylor (1) | Senior Vice President | None |
Paul E. Temple(2) | Senior Vice President | None |
Jay S. Therrien(2) | Vice President | None |
David G. Thomas(2) | Vice President | None |
Ian A. Thornton(2) | Assistant Vice President | None |
John B. Thorpe(1) | Vice President | None |
Luz V. Touma(2) | Vice President | None |
Name & Principal Business Address | Position & Office with Underwriter | Position and Office with Registrant |
Matthew R. Trimble(2) | Assistant Vice President | None |
Catherine L. Tulley(1) | Vice President | None |
David C. Van Hellemont(2) | Vice President | None |
Wesley R. Vance(2) | Vice President | None |
Vincent C. Vermette(2) | Vice President | None |
Alyse S. Vishnick(2) | Vice President | None |
Rohit Vohra(2) | Vice President | None |
Richard Walsh(2) | Vice President | None |
Teresa M. Ward(2) | Vice President | None |
Taylor Watts(1) | Vice President | None |
Megan N. Wegner(1) | Assistant Vice President | None |
Michael J. Weigner(2) | Vice President | None |
Kimberly W. Weinrick(2) | Vice President | None |
Christopher G. Werner(2) | Vice President | None |
Donna M. White (2) | Chief Compliance Officer | None |
Ryan C. Wilde(1) | Vice President | None |
Timothy A. Wilkinson(1) | Vice President | None |
Thomas Winnick(2) | Vice President | None |
Patrick J. Wisneski(1) | Vice President | None |
Kevin P. Woodson(1) | Assistant Vice President | None |
Ryan J. Woolhiser(1) | Vice President | None |
Theodore J. Young(1) | Assistant Vice President | None |
David T. Zicchinella(2) | Vice President | None |
Steven L. Zito(1) | Vice President | None |
Zhanyi Zhu(2) | Assistant Vice President | None |
(c) | Not applicable. |
on behalf of Oppenheimer Total Return Bond Fund Oppenheimer Integrity Funds | |
By: | Arthur P. Steinmetz* |
Arthur P. Steinmetz Trustee, President and Principal Executive Officer |
Signatures | Title | Date | ||
Robert J. Malone* Robert J. Malone | Chairman of the Board of Trustees | March 28, 2018 | ||
Arthur P. Steinmetz* Arthur P. Steinmetz | Trustee, President and Principal Executive Officer | March 28, 2018 | ||
Brian S. Petersen* Brian S. Petersen | Treasurer, Principal Financial & Accounting Officer | March 28, 2018 | ||
Andrew J. Donohue* Andrew J. Donohue | Trustee | March 28, 2018 | ||
Richard F. Grabish* Richard F. Grabish | Trustee | March 28, 2018 | ||
Beverly L. Hamilton* Beverly L. Hamilton | Trustee | March 28, 2018 | ||
Victoria J. Herget* Victoria J. Herget | Trustee | March 28, 2018 | ||
F. William Marshall, Jr.* F. William Marshall, Jr. | Trustee | March 28, 2018 | ||
Signatures | Title | Date | ||
Karen L. Stuckey* Karen L. Stuckey | Trustee | March 28, 2018 | ||
James D. Vaughn* James D. Vaughn | Trustee | March 28, 2018 | ||
*By: /s/ Taylor V. Edwards Taylor V. Edwards, Attorney-in-Fact |
Exhibit No. | Description | |
28(d)(i) | Amended and Restated Investment Advisory Agreement for Oppenheimer Total Return Bond Fund dated 6/1/17 | |
28(d)(ii) | Amended Investment Subadvisory Agreement for Oppenheimer Total Return Bond Fund dated 6/1/17 | |
28(j) | Independent Registered Public Accounting Firm’s Consent |
|
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT made the 1st day of June, 2017, by and between Oppenheimer Integrity Funds (the “Trust”) and OFI Global Asset Management, Inc. (hereinafter referred to as “OFI GLOBAL”).
WHEREAS, the Trust is an open-end, diversified series management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Investment Company Act”), and OFI GLOBAL is an investment adviser registered as such with the Commission under the Investment Advisers Act of 1940, as amended;
WHEREAS, the Trust desires that OFI GLOBAL shall act as its investment adviser pursuant to this Agreement, which restates the Amended and Restated Investment Advisory Agreement dated April 3, 2017, by and between the Trust and OFI GLOBAL; and
WHEREAS, Oppenheimer Total Return Bond Fund, formerly known as Oppenheimer Core Bond Fund (the “Fund”) is a series of the Trust having a separate portfolio, investment policies and investment restrictions;
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
1. General Provision.
(a) The Trust hereby employs OFI GLOBAL and OFI GLOBAL hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI GLOBAL shall, in all matters, give to the Fund and the Trust’s Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Trust; (v) the fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund’s shareholders; and (vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time. The appropriate officers and employees of OFI GLOBAL shall be available upon reasonable notice for consultation with any of the Trustees and officers of the Trust with respect to any matters dealing with the business and affairs of the Trust including the valuation of portfolio securities of the Fund which are either not registered for public sale or not traded on any securities market.
(b) At its option, OFI GLOBAL may appoint a sub-adviser (which may be affiliated with OFI GLOBAL) to perform all or such responsibilities of OFI GLOBAL under this Agreement
as shall be delegated by OFI GLOBAL to such subadviser provided, however, that the appointment of any subadviser and the assumption by such subadviser of any responsibilities of OFI GLOBAL shall be subject to the approval of the Board of Trustees of the Trust, including the vote of the majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such person, cast in person at a meeting called for the purpose of voting on such approval, and, to the extent necessary, the shareholders of the Fund. OFI GLOBAL agrees to give the Trust prompt written notice of the termination of, or any notice to terminate, any subadviser agreement.
2. Investment Management.
(a) OFI GLOBAL shall, subject to the direction and control by the Trust’s Board of Trustees, (i) supervise and monitor continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; (ii) subject to subsection (i) hereof, regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities; and (iii) arrange, subject to the provisions of paragraph 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the Fund’s portfolio.
(b) Provided that the Trust shall not be required to pay any compensation other than as provided by the terms of this Agreement and subject to the provisions of paragraph 7 hereof, OFI GLOBAL may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services.
(c) Provided that nothing herein shall be deemed to protect OFI GLOBAL from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard of its obligations and duties under this Agreement, OFI GLOBAL shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Agreement relates.
(d) Nothing in this Agreement shall prevent OFI GLOBAL or any officer thereof from acting as investment adviser for any other person, firm or corporation and shall not in any way limit or restrict OFI GLOBAL or any of its directors, officers, stockholders or employees from buying, selling or trading any securities for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by OFI GLOBAL of its duties and obligations under this Agreement.
3. Other Duties of OFI GLOBAL.
OFI GLOBAL shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to operations of the Fund for its shareholders; composition of proxy materials for meetings of the Fund’s shareholders; and the
composition of such registration statements as may be required by federal and state securities laws for continuous public sale of shares of the Fund. OFI GLOBAL shall, at its own cost and expense, also provide the Trust with adequate office space, facilities and equipment. OFI GLOBAL shall, at its own expense, provide such officers for the Trust as the Trust’s Board may request.
4. Allocation of Expenses.
All other costs and expenses of the Fund not expressly assumed by OFT under this Agreement, by a sub-adviser under any Sub-Advisory Agreement or to be paid by the Distributor of the shares of the Fund, shall be paid by the Trust, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of the Trust’s trustees other than those affiliated with OFI GLOBAL; (v) legal and audit expenses; (vi) custodian and transfer agent fees and expenses; (vii)
expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and expenses, other than as hereinabove provided, incident to the registration under federal and state “blue sky” securities laws of shares of the Fund for public sale; (x) expenses of printing and mailing reports, notices and proxy materials to shareholders of the Fund; (xi) except as noted above, all other expenses incidental to holding meetings of the Fund’s shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including litigation, affecting the Fund and any legal obligation which the Trust may have (on behalf of the Fund) to indemnify its officers and trustees with respect thereto. Any officers or employees of OFI GLOBAL or any entity controlling, controlled by or under common control with OFI GLOBAL who may also serve as officers, trustees or employees of the Fund shall not receive any compensation from the Fund for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.
5. Compensation of OFI GLOBAL.
The Trust agrees to pay OFI GLOBAL and OFI GLOBAL agrees to accept as full compensation for the performance of all functions and duties to be performed pursuant to the provisions hereof, a fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the following annual rate:
0.40% of the first $500 million of average annual net assets;
0.35% of the next $500 million of average annual net assets;
0.33% of the next $4 billion of average annual net assets; and
0.31% of average annual net assets in excess of $5 billion.
6. Use of Name “Oppenheimer.”
OFI GLOBAL hereby grants to the Trust a royalty-free, non-exclusive license to use the name “Oppenheimer” in the name of the Trust and the Fund for the duration of this Agreement and any extensions or renewals thereof to the extent necessary to protect OFI GLOBAL’s rights to the name “Oppenheimer” under applicable law, such license shall allow OFI GLOBAL to inspect and, subject to control by the Trust’s Board, control the nature and quality of services offered by the Fund under
such name. Such license may, upon termination of this Agreement, be terminated by OFI GLOBAL, in which event the Trust shall promptly take whatever action may be necessary to change its name and the name of the Fund and discontinue any further use of the name “Oppenheimer” in the name of the Trust and the Fund or otherwise. The name “Oppenheimer” may be used by OFI GLOBAL in connection with any of its activities, or licensed by OFI GLOBAL to any other party.
7. Portfolio Transactions and Brokerage.
(a) OFI GLOBAL is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers (as that term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI GLOBAL of its investment management functions.
(b) OFI GLOBAL shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by OFI GLOBAL on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund.
(c) OFI GLOBAL shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI GLOBAL or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI GLOBAL determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI GLOBAL or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI GLOBAL will not be required to place or attempt to place a specific dollar value on the brokerage
and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI GLOBAL shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Trustees were reasonable in relation to the benefits to the Fund.
(d) OFI GLOBAL shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees and the provisions of this paragraph 7.
(e) The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers for the Fund so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the brokerage commissions paid by the Fund; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.
8. Duration.
This Agreement will take effect on the date first set forth above. Unless earlier terminated pursuant to paragraph 9 hereof, this Agreement shall remain in effect from year to year, so long as such continuance shall be approved at least annually by the Trust’s Board of Trustees, including the vote of the majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the holders of a “majority” (as defined in the Investment Company Act) of the outstanding voting securities of the Fund and by such a vote of the Trust’s Board of Trustees.
9. Termination.
This Agreement may be terminated (i) by OFI GLOBAL at any time without penalty upon sixty days’ written notice to the Trust (which notice may be waived by the Trust); or (ii) by the Trust at any time without penalty upon sixty days’ written notice to OFI GLOBAL (which notice may be waived by OFI GLOBAL) provided that such termination by the Trust shall be directed or approved by the vote of a majority of all of the Trustees of the Trust then in office or by the vote of the holders of a “majority” of the outstanding voting securities of the Fund (as defined in the Investment Company Act).
10. Assignment or Amendment.
This Agreement may not be amended or the rights of OFI GLOBAL hereunder sold, transferred, pledged or otherwise in any manner encumbered without the affirmative vote or written consent of the holders of the “majority” of the outstanding voting securities of the Fund. This Agreement shall automatically and immediately terminate in the event of its “assignment” (as defined in the Investment Company Act).
11. Disclaimer of Shareholder or Trustee Liability.
OFI GLOBAL understands and agrees that the obligations of the Trust or the Fund under this Agreement are not binding upon any trustee or shareholder of the Trust or the Fund personally, but bind only the Trust and the Trust’s property. OFI GLOBAL represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming shareholder or trustee liability for acts or obligations of the Trust.
12. Definitions.
The terms and provisions of the Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions contained in the Investment Company Act.
Oppenheimer Integrity Funds,
on behalf of its series
Oppenheimer Total Return Bond Fund
By: /s/ Brian S. Petersen
Brian S. Petersen
Treasurer
OFI Global Asset Management, Inc.
By: /s/ Taylor V. Edwards
Taylor V. Edwards
Senior Vice President & Managing Counsel
AMENDED INVESTMENT SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into as of the 1st day of June, 2017 between OFI Global Asset Management, Inc., a Delaware corporation (the “Adviser”), and OppenheimerFunds, Inc., a Colorado corporation (the “SubAdviser”)
W I T N E S S E T H:
WHEREAS, Oppenheimer Total Return Bond Fund, formerly known as Oppenheimer Core Bond Fund, a series of Oppenheimer Integrity Funds (the “Fund”) is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, the Adviser is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and is engaged in the business of rendering investment advice;
WHEREAS, the Adviser has, pursuant to an Amended and Restated Investment Advisory Agreement with the Fund dated as of June 1, 2017 (the “Advisory Agreement”) been retained to act as investment adviser for the Fund;
WHEREAS, pursuant to the Advisory Agreement and subject to the supervision of the Board of Trustees, the Adviser shall administer the Fund's business affairs and, in connection therewith, shall furnish the Fund with office facilities and with clerical, bookkeeping and recordkeeping services at such office facilities, as needed. The Adviser shall supervise continuously the investment program of the Fund;
WHEREAS, the Adviser (or a SubAdviser under the Adviser’s supervision) shall manage the investment operations of the Fund and the composition of the Fund's portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objectives, policies and restrictions as stated in the Fund's registration statement;
WHEREAS, the Advisory Agreement permits the Adviser to delegate certain of its duties under the Advisory Agreement subject to the requirements of the 1940 Act;
WHEREAS, the SubAdviser is registered with the SEC as an investment adviser under the Advisers Act, is engaged in the business of rendering investment advice, and served as the Fund’s investment adviser prior to January 1, 2013; and
WHEREAS, the Adviser desires to retain SubAdviser to assist it in the provision of a continuous investment program for the Fund's assets, and SubAdviser is willing to render such services subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties do mutually agree and promise as follows:
1. Appointment as SubAdviser. The Adviser hereby retains the SubAdviser to act as SubAdviser of the Fund to provide investment advice to the Fund as hereinafter set forth, subject to the supervision of the Adviser and the Board of Trustees of the Fund and subject to the terms of this Agreement; and the SubAdviser hereby accepts such employment.
2. Duties of SubAdviser.
(a) Investments. The SubAdviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Fund as set forth in the Fund's prospectus, summary prospectus and/or statement of additional information, in each case as currently in effect and as supplemented or amended from time to time (collectively referred to hereinafter as the “Prospectus”) and subject to the directions and continuous oversight of the Adviser and the Fund’s Board of Trustees, to (i) regularly provide investment advice and recommendations to the Fund with respect to the Fund’s investments, investment policies and the purchase and sale of securities and other investments; (ii) supervise continuously the investment program of the Fund and the composition of its portfolio and determine what securities and other investments shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraphs (c) and (d) below, for the purchase of securities, and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund. The Adviser agrees to provide the SubAdviser with such assistance as may be reasonably requested by the SubAdviser in connection with its activities under this Agreement, including, without limitation, information concerning the Fund, its assets available, or to become available, for investment and generally as to the conditions of the Fund or the Fund’s affairs.
(b) Compliance with Applicable Laws and Governing Documents. In the performance of its duties and obligations under this Agreement or otherwise, the SubAdviser shall act in conformity with the Fund's Declaration of Trust, By-Laws, procedures and policies adopted by the Board of the Fund and/or by the Adviser and the Prospectus and with the instructions and directions received in writing from the Adviser or the Board of Trustees of the Fund and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations necessary to allow the Fund to qualify as a “regulated investment company” as defined in Subchapter M of the Code. Notwithstanding the foregoing, the Adviser shall, subject to the SubAdviser’s compliance with its obligations, remain responsible for the Fund’s overall compliance with the 1940 Act, the Code and all other applicable federal and state laws and regulations.
(c) Brokerage.
(i) OFI is authorized, in arranging the Fund's portfolio transactions, to employ or deal with such members of securities or commodities exchanges, brokers or dealers, including "affiliated" broker dealers (as that term is defined in the Investment Company Act) (hereinafter "broker-dealers"), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with the provisions of part (c) (iii) of section 2 of this Agreement, the benefit of such investment information or research as may be of significant assistance to the performance by the SubAdviser of its investment management functions.
(ii) the SubAdviser shall select broker-dealers to effect the Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by the SubAdviser on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund.
(iii) the SubAdviser shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers other than affiliated broker-dealers, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which the SubAdviser and its affiliates exercise "investment discretion" (as that term is defined in the Securities Exchange Act of 1934) and to cause the Fund to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if the SubAdviser determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of the SubAdviser and its investment advisory affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, the SubAdviser will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, the SubAdviser shall be prepared to show that all commissions were allocated for the purposes contemplated by this Agreement and that the total commissions paid by the Fund over a representative period selected by the Fund's Board of Trustees were reasonable in relation to the benefits to the Fund.
(iv) The SubAdviser shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of its Board of Trustees and the provisions of section 2 (c) of this Agreement."
(d) Books and Records. The SubAdviser shall maintain separate detailed records of all matters pertaining to the Fund (the “Fund’s Records”), including, without limitation, brokerage and other records of all securities transactions. The SubAdviser acknowledges that the Fund’s Records are property of the Fund. The Fund's Records shall be available to the Fund, the Adviser, the SubAdviser and their respective agents at any time upon reasonable request during normal business hours and shall be available for telecopying without delay to the Adviser during any day that the Fund is open for business.
(e) Information Concerning the Fund and SubAdviser. From time to time as the Adviser or the Fund may request, the SubAdviser will furnish the requesting party information and reports on portfolio transactions and reports on Fund assets held in the portfolio, all in such detail, form and frequency as the Adviser or the Fund may reasonably request.
The SubAdviser will also provide the Adviser with notice and analysis of events that may affect or relate to the valuation of the Fund’s portfolio.
(f) Custody Arrangements. The SubAdviser shall on each business day provide the Adviser, the Fund and the Fund’s custodian(s) with such information as the Adviser, the Fund and the Fund’s custodian(s) may reasonably request relating to all transactions and portfolio holdings of the Fund.
4. Expenses. During the term of this Agreement, SubAdviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the Fund. Provided that the Fund shall not be required to pay any compensation other than as provided by the terms of the Advisory Agreement, the SubAdviser may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services. Except as otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or Adviser’s expenses, which shall include, but not be limited to, organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; costs of printing and distributing shareholder reports, proxy materials, Prospectuses, stock certificates and distribution of dividends; charges of the Fund’s custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund’s portfolio securities; fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring expenses.
5. Compensation. For the services provided and the expenses assumed with respect to the Fund pursuant to this Agreement, the SubAdviser will be entitled to the fee set forth for the Fund on Exhibit A (“Sub Advisory Fee”). The Sub Advisory Fee will be calculated as described in Exhibit A.
6. Representations and Warranties of SubAdviser. The SubAdviser represents and warrants to the Adviser and the Fund as follows:
(a) The SubAdviser is registered with the SEC as an investment adviser under the Advisers Act;
(b) The SubAdviser is or will be registered as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”) under the Commodity Exchange Act (the “CEA”) with the Commodity Futures Trading Commission (the “CFTC”) and the National Futures Association (“NFA”), or is not required to register pursuant to an applicable exemption;
(c) The SubAdviser is a corporation duly organized and properly registered and operating under the laws of the State of Colorado with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted;
(d) The execution, delivery and performance by the SubAdviser of this Agreement are within the SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the SubAdviser for the execution, delivery and performance by the SubAdviser of this Agreement, and the execution, delivery and performance by the SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the SubAdviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the SubAdviser;
(e) The Form ADV of the SubAdviser previously provided to the Adviser and all amendments to the SubAdviser’s Form ADV to be provided to Adviser is or will be a true and complete copy of the form as currently filed or as then filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
7. Representations and Warranties of Adviser. The Adviser represents and warrants to the SubAdviser as follows:
(a) The Adviser is registered with the SEC as an investment adviser under the Advisers Act;
(b) The Adviser is or will be registered as a CTA and a CPO under the CEA with the CFTC and the NFA or is not required to register pursuant to an applicable exemption;
(c) The Adviser is a corporation duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets, perform its obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted;
(d) The execution, delivery and performance by the Adviser of this Agreement are within the Adviser's powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser;
(e) The Adviser acknowledges that it received a copy of the SubAdviser's Form ADV prior to the execution of this Agreement;
(f) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the Fund authorized the Adviser to enter into this Agreement; and
(g) The Adviser will take such steps as are necessary to ensure that the Fund’s shares are duly authorized and registered for sale to the extent that such shares are offered for sale.
8. Survival of Representations and Warranties; Duty to Update Information. All representations and warranties made by the SubAdviser and the Adviser pursuant to Sections 6 and 7, respectively, shall survive the termination of this Agreement. The parties hereto shall promptly notify each other in writing upon becoming aware that any of the foregoing representations and warranties are no longer true and the SubAdviser shall promptly update all information and documents which the SubAdviser is required to provide to the Adviser hereunder.
9. Liability. The SubAdviser shall exercise its best judgment in rendering the services in accordance with the terms of this Agreement. Provided that nothing herein shall be deemed to protect the SubAdviser from willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard of its obligations and duties under this Agreement, the SubAdviser shall not be liable for any loss sustained by reason of good faith errors or omissions in connection with any matters to which this Agreement relates.
10. Duration and Termination.
(a) Duration. This Agreement will take effect on the date first set forth above. Unless sooner terminated, this Agreement shall remain in effect until one year from the date first set forth above, and thereafter shall continue automatically for successive annual periods, provided such continuance is specifically approved at least annually by the Fund's Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act); provided that in either event its continuance also is approved by a majority of the Fund's Board of Trustees who are not "interested persons" (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.
(b) Termination. Notwithstanding whatever may be provided herein to the contrary, this Agreement may be terminated at any time, without payment of any penalty:
(i) By vote of a majority of the Fund's Board of Trustees, or by vote of a majority of the outstanding voting securities of the Fund, or by the Adviser, in each case, upon at least 60 days' written notice to the SubAdviser;
(ii) By the non-defaulting party immediately upon receipt of written notice from the non-defaulting party to the defaulting party in the event of a breach of any provision of this Agreement by the defaulting party; or
(iii) By the SubAdviser upon at least 60 days’ written notice to the Adviser and the Fund.
The notice provided for in (i) and (iii) above may be waived by the party required to be notified.
This Agreement shall not be assigned (as such term is defined in the 1940 Act) and shall terminate automatically in the event of its assignment or upon the termination of the Advisory Agreement.
(c) Transactions in Progress Upon Termination. The Adviser and SubAdviser will cooperate with each other to ensure that portfolio securities or other transactions in progress at the date of termination of this Agreement shall be completed by the SubAdviser in accordance with the terms of such transactions, and to this end the SubAdviser shall provide the Adviser with all necessary information and documentation to secure the implementation thereof.
11. Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the SubAdviser’s performance of its duties under this Agreement.
12. Amendment. This Agreement may be amended only by mutual consent of the parties, provided that the terms of any material amendment shall be approved by: a) the Fund’s Board of Trustees or by a vote of a majority of the outstanding voting securities of the Fund (as required by the 1940 Act), and b) the vote of a majority of the Fund’s Board of Trustees who are not “interested persons” of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval, if such approval is required by applicable law.
13. Confidentiality. Subject to the duties of the SubAdviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the SubAdviser shall treat as confidential all information pertaining to the Fund and the actions of the SubAdviser, the Adviser and the Fund in respect thereof.
14. Notice. Any notice that is required to be given by the parties to each other under the terms of this Agreement shall be in writing, delivered, or mailed postpaid to the other parties, or transmitted by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers, which may from time to time be changed by the parties by notice to the other party:
(a) | If to the SubAdviser: |
OppenheimerFunds, Inc.
2 World Financial Center
225 Liberty Street
New York, NY 10281-1008
Attn: General Counsel
Facsimile: (212) 323-4070
(b) If to the Adviser:
OFI Global Asset Management, Inc.
2 World Financial Center
225 Liberty Street
New York, NY 10281-1008
Attn: General Counsel
Facsimile: (212) 323-4070
Such notice shall be deemed effective when provided in accordance with this section 14.
15. Jurisdiction. This Agreement shall be governed by and construed consistent with the Advisory Agreement and in accordance with substantive laws of the State of New York without reference to choice of law principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.
16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, all of which shall together constitute one and the same instrument.
17. Certain Definitions. The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the 1940 Act.
18. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
19. Severability. If any provision of this Agreement shall be held or made invalid by a court decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in full force and effect.
20. Survival. The provisions of Sections 2(e), 8, 9, 10(c), 13, and 14 will survive termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.
ADVISER:
OFI GLOBAL ASSET MANAGEMENT, INC.
By: /s/ Taylor V. Edwards
Name: Taylor V. Edwards
Title: Senior Vice President
SUBADVISER:
OPPENHEIMERFUNDS, INC.
By: /s/ Cynthia Lo Bessette
Name: Cynthia Lo Bessette
Title: Chief Legal Officer
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Trustees of
Oppenheimer Integrity Funds:
We consent to the use of our report dated February 23, 2018, with respect to the financial statements and financial highlights of Oppenheimer Total Return Bond Fund, formerly Oppenheimer Core Bond Fund, a separate series of Oppenheimer Integrity Funds, as of December 31, 2017, incorporated by reference herein, and to the references to our firm under the headings “Financial Highlights” in the Prospectus, and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information.
/s/ KPMG
KPMG LLP
Denver, Colorado
March 27, 2018
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